CNX Resources Corp
For the period ended May 1, 2025. Filed Mar 20, 2025.
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May 1, 2025 · Filed Mar 20, 2025
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Contents
Proxy Statement
We are providing the enclosed proxy materials to you in connection with the solicitation by the Board of Directors (the “Board”) of CNX Resources Corporation (“CNX” or the “Corporation”) of proxies to be voted at the Annual Meeting of Shareholders to be held on May 1, 2025 (the “Annual Meeting”). We first released these proxy materials to our shareholders on March 20, 2025. Links to the Corporation’s website included in this Proxy Statement are provided for convenience only and the information contained there is not incorporated herein by reference unless otherwise explicitly stated.
Internet Availability of Proxy Materials
This Proxy Statement provides information regarding the matters to be voted on at the Annual Meeting, as well as other information that may be useful to you. In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to each shareholder of record, we are furnishing proxy materials to our shareholders on the internet.
If you received a Notice of Internet Availability of Proxy Materials (“Notice”) by mail, you will not receive a printed copy of the proxy materials. Instead, the Notice will instruct you as to how you may access and review all the important information contained in the proxy materials. The Notice also instructs you as to how you may submit your proxy over the internet. If you received a Notice by mail and would like to receive a printed copy of the proxy materials, you should follow the instructions for requesting such materials included in the Notice.
Summary
This Summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider. Please read the entire Proxy Statement carefully before voting.
When, Where and Who?
| TIME AND DATE | PLACE | RECORD DATE | VOTING |
|---|---|---|---|
| 10:00 a.m., Eastern Time Thursday, May 1, 2025 | Online at www.virtualshareholdermeeting. com/CNX2025 | March 3, 2025 | Shareholders of CNX as of the record date are entitled to vote. Each share of CNX common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted upon at the Annual Meeting. |
Proposals and Board Recommendations
Your vote is very important to us and to our business. Please cast your vote immediately on all the proposals to ensure that your shares are represented.
| Item | Proposal | Board Recommendation |
| 1 | Election of Seven Director Nominees | FOR each Director |
| 2 | Ratification of the Anticipated Appointment of Ernst & Young LLP (“EY”) as CNX’s Independent Auditor for the Fiscal Year Ending December 31, 2025 | FOR |
| 3 | Advisory Approval of CNX’s Named Executive Officer Compensation | FOR |
| 6 | | 2025 PROXY STATEMENT |
Summary
Director Nominees
The following table and accompanying graphs provide summary information about our directors as of March 3, 2025. Each director of CNX is elected annually by a majority of votes cast.
| Director · Current Committee Memberships | |||||||
|---|---|---|---|---|---|---|---|
| Name · Age · Since · Occupation · Independent · AC · CC · ESCR · NCG | |||||||
| Robert O. Agbede | 69 | 2022 | Chairman and Chief Executive Officer of Chester Group Inc. and Chairman and Chief Executive Officer of Chester LNG, LLC | ● | ● | ● | ● |
| J. Palmer Clarkson | 68 | 2017 | Chairman of The Lake Doctors, Inc. and Former President and Chief Executive Officer of Bridgestone HosePower, LLC | ● | ● | ||
| Nicholas J. DeIuliis | 56 | 2014 | President and Chief Executive Officer of CNX | ● | |||
| Maureen E. Lally-Green | 75 | 2013 | Professor of Law Emerita (adjunct) and Former Dean of Kline School of Law of Duquesne University; Former Judge —Superior Court of Pennsylvania | ● | ● | ||
| Bernard Lanigan, Jr. | 77 | 2016 | Chairman and Chief Executive Officer of Southeast Asset Advisors, Inc. and Chairman of Lanigan & Associates, P.C. | ● | ● | ||
| Ian McGuire, Chairman | 46 | 2019 | Founder, Investment Partner of Tempus Partners | ● | ● | ||
| William N. Thorndike, Jr. | 61 | 2014 | Managing Partner of The Cromwell Harbor Partnership | ● | ● | ● | |
| Committee Chair | ESCR Environmental, Safety and Corporate Responsibility Committee (“ESCR”) | |
| AC | Audit Committee | NCG Nominating and Corporate Governance Committee (“NCG”) |
|---|---|---|
| CC | Compensation Committee |
| DIVERSITY | BOARD TENURE(1) |
|---|---|
| BOARD AGE | BOARD INDEPENDENCE |
| (1) | Director tenure was calculated based on the month and year of a director commencing service and through March 3, 2025. |
| 2025 PROXY STATEMENT | | 7 |
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Summary
Who We Are and What We Stand For
CNX proudly produces the energy that is the catalyst to a more prosperous, energy secure, and sustainable future. The energy we develop drives technological advancements that fuel economic growth and improve the quality of life in our communities and beyond.
At CNX, our mission is to empower our team to embrace and drive innovative change that creates long-term per share value for our investors, enhances our communities, and delivers energy solutions for today and tomorrow. As one of the largest, most efficient, and environmentally sustainable sources of natural gas in the world, Appalachia has the tools to become the epicenter for skilled labor job creation while lowering regional, national, and global carbon emissions. We are putting these tools to use and investing in new markets for natural gas and derivative products, beginning with Appalachia. It is the very definition of our Appalachia First strategic vision: leveraging the resources, dedicated workforce, and manufacturing prowess that already exists here to generate more jobs and economic activity, improve air quality, encourage partnerships with labor organizations, and strengthen our existing regional supply chain.
Since the launch of our Appalachia First vision, a diverse coalition of labor, business, and elected leaders have embraced a similar mindset, joining us in our efforts. We view our successes and the partnerships we have forged as evidence that we are delivering on our promises, and thatwe were right to bet on #AppalachiaFirst.
We have lived by our core values (outlined below) since our company’s founding over 160 years ago: putting the people of Appalachia first by prioritizing investments and utilizing home-grown resources that make a Tangible, Impactful, Local difference.
| ● | Responsibility: Be a safe and compliant operator; be a trusted community partner and respected corporate citizen; act with pride and integrity. |
|---|---|
| ● | Ownership: Be accountable for our actions and learn from our outcomes, both positive and negative; be calculated risk-takers and seek creative ways to solve problems; be prudent capital allocators. |
| ● | Excellence: Be a lean, efficient, nimble organization; be a disciplined, reliable, performance-driven company; be an inclusive team treating each other with fairness and respect. |
Grounded in our Appalachia First vision and supported by our core values, CNX’s Sustainable Business Model (SBM) and initiatives position us as a leader in the energy industry. Our legacy of innovation and forward-thinking has kept us ahead of the curve on crucial issues in our sector, region, and the world. Sustainability is central to our strategy for value creation and our methodical focus on prudent capital allocation. Our strategy is to foster an SBM that applies the nonreplicable advantages of our stacked pay acreage development, integrated midstream assets, and premium low carbon gas and technology products that lead to a business with low methane intensity, low cost operations, and the generation of regular and substantial free cash flow (FCF). We then prioritize injecting that FCF back into our business through investments in people and assets, investments in our communities, and returning capital to our shareholders and debt holders.
| 8 | | 2025 PROXY STATEMENT |
Summary
Business/Strategic Highlights
Despite one of the lowest commodity price environments in recent years, in 2024 CNX continued to successfully execute on its long-term strategy of disciplined capital allocation and diligent execution of its Sustainable Business Model to generate long-term value for shareholders. Highlights from 2024 include:
| ● | Twenty Consecutive Quarters of Positive FCF. CNX generated $816 million of net cash provided by operating activities and $331 million in FCF for 2024, resulting in twenty consecutive quarters of positive FCF. (1) Since the start of our 7-year plan in 2020 when we forecasted FCF generation of over $3.0 billion through the end of 2026, our differentiated business model has resulted in cumulative FCF generation of approximately $2.2 billion through the end of 2024.(1) |
|---|---|
| ● | Return of Value to Shareholders. In 2024, CNX repurchased 7.4 million shares for $181 million at an average price of $24.56 per share. Since the peak share count in the third quarter of 2020, CNX has retired approximately 81 million shares, or 36% percent of its outstanding shares at prices we believe represent a substantial discount to our intrinsic per share value. |
| ● | Balance Sheet Maintenance. CNX also focuses on maintaining a healthy balance sheet, ending 2024 with approximately $2.2 billion in total long-term debt and $2.1 billion in net debt.(1) As of the end of 2024, the weighted-average maturity of our senior unsecured debt maturities is 5.5 years and continues to provide the capital allocation flexibility to take advantage of any capital market disconnects or other opportunities that may arise. Additionally, in January 2025, CNX issued $200 million in additional Senior Notes due in 2032 and intends to use most of the net proceeds to pay down borrowings under our senior secured revolving credit facility related to the acquisition of the natural gas upstream and associated midstream business of Apex Energy II, LLC, which closed in January 2025. |
| ● | Efficiently Developing Our Core Assets. In 2024, CNX’s capital program resulted in the development of 754 Bcfe, representing a 1.37x proved developed replacement ratio, and bringing the total proved developed reserves at year-end 2024 to 6.1 Tcfe after adjusting for asset sales, price, production and revisions. Finding and development costs for this activity, when including midstream and water infrastructure investments, were $0.49 per Mcfe. The ability to efficiently develop and replace our producing reserves year after year is core to the creation of long-term per share value. |
| ● | Low Carbon Intensity Premium Products. In 2024, CNX generated $83 million in FCF through the monetization of environmental attributes associated with coal mine methane (CMM) from our waste methane abatement operations in Virginia and Pennsylvania. We expect to continue to monetize similar levels of environmental attributes into the low carbon electricity market via the Pennsylvania Alternative Energy Portfolio Standard (AEPS) program. Longer-term, we will continue to focus on expanding our premium, low carbon intensity CMM product into additional compliance markets and emerging markets - such as manufacturing, data centers, transportation, and aviation - that are seeking to decarbonize their supply chain. Examples of the CNX team’s progress in 2024 include: |
| – | Federal recognition of CMM’s inherent value through inclusion of CMM into the Department of Energy’s Greenhouse gases, Regulated Emissions, and Energy use in Technologies (GREET) life cycle assessment model as well as the 45V Hydrogen Production Tax Credit final rule as an approved fuel stock for hydrogen production. |
| – | Leveraging CNX’s proprietary and patent pending technology, collaborated with Deep Well Services to launch AutoSepSM Technologies, a joint venture oilfield service company providing step change improvement to conventional flowback operations. |
| – | With NuBlu Energy, jointly launched ZeroHP CNG™, an innovative production technology that redefines compressed natural gas (CNG) by eliminating the need for mechanical compressors, and Clean mLNG™, a micro-scale liquified natural gas (LNG) liquefaction solution that enables the cost-effective production of small-scale LNG without sacrificing performance. |
| (1) | FCF and Net Debt are financial measures not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Reconciliations of non-GAAP measures to the nearest GAAP measures are set forth in Appendix A to this Proxy Statement. |
| 2025 PROXY STATEMENT | | 9 |
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Summary
Environmental, Social, and Governance (“ESG”) Highlights
In conjunction with CNX’s commitment to its Appalachia First vision, we focus on ESG initiatives that are Tangible, Impactful and Local. Examples of our approach to ESG in 2024 are as follows:
Environmental Stewardship
CNX’s approach to environmental stewardship aligns with our long-standing presence in communities across Appalachia. While producing the affordable, reliable, and safe energy that our communities need, CNX seeks to reduce its environmental footprint and preserve the quality of the region’s air and water for future generations. In 2024, we achieved this in the following Tangible, Impactful, Local ways:
| ● | Radical Transparency - Creating Mutual Trust through Facts and Data. As CNX’s novel Radical Transparency program advanced across operating areas, initial results from continuous monitoring by a third-party in 2024 demonstrated CNX site-level emissions are far below nationally-designated air quality standards. Importantly, no sustained levels of particulate matter (PM2.5) or BTEX volatile organic compounds were observed during any phase of development. Within the first year of the Radical Transparency program, hundreds of thousands of datapoints were collected, reported to PA DEP, and transparently posted simultaneously on the CNX website. The number of CNX sites equipped with Radical Transparency monitoring equipment continues to grow, with active and archived sites (both well pads and compressor stations) contributing to the real-time feed of air, water, and chemical data. For more information and to review real-time data visit www.cnx.com/sustainability-radical-transparency/environment-and-radical-transparency/monitoring-sites/. |
|---|---|
| ● | Executive Pay - Tied to Methane Emissions Reductions. In 2024, CNX continued the practice of tying 10% of long-term executive compensation to methane emissions reduction targets that are significantly lower than published global benchmarks. This objective performance metric further demonstrates our commitment to tangible methane emissions reduction. For the fourth straight year, CNX outperformed the established targets. |
| ● | Community Engagement - Transparency, Dialogue, and Active Listening. At its core, Radical Transparency is about open-sourcing environmental data, but it’s also our way of being open with stakeholders and our local communities and constantly fielding questions and seeking feedback. Through a combination of data-driven efforts and hosting community open houses so local residents can directly interact with CNX employees, we’re learning more about our communities’ individual needs and are able to adapt operations to best fit each operating area. CNX continues to engage with our key stakeholders and industry participants to further this initiative. |
| ● | Emissions Reduction Task Force - Innovating to Reduce Emissions Footprint. With Appalachian natural gas already boasting the lowest methane intensity of all producing regions in the nation, CNX takes these qualities to the next level through an Emission Reduction Task Force that’s always innovating to further reduce our emissions footprint. During 2024, we continued to invest into various technologies to reduce methane emissions, and we have succeeded in significantly reducing operational methane intensity. A detailed description of our methane reduction program is available on our website, along with detailed monthly data with regard to our leak detection and repair program. |
Social Responsibility
CNX is focused on enabling underserved communities in Appalachia to achieve prosperity. Below are Tangible, Impactful, Local ways CNX took action in 2024:
| ● | Words in Action. Since 2022, CNX’s Board has approved an aggregate reduction in our CEO’s annual compensation in the amount of $5.5 million, including a $1.5 million reduction approved in 2025. The Board then determined to support expansion of the following efforts of the CNX Foundation: |
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| – | Leveraging existing partnerships with school district administrators in areas in the region where CNX operates to eliminate school lunch debt for families struggling to keep up; |
| – | Honoring Appalachia’s legacy of military service by supporting projects and initiatives directly benefitting veterans in need through locally focused government and private organizations in areas in the region where CNX operates; and |
| – | Working with local healthcare providers, utilities, and businesses to relieve debt related to essential needs for the underserved in areas in the region where CNX operates. |
| 10 | | 2025 PROXY STATEMENT |
Summary
| ● | CNX Foundation. In 2024, the CNX Foundation contributed $3.7 million through 144 initiatives aligned with its Tangible, Impactful, Local focus on community support. These efforts are part of CNX’s pledge to invest in local initiatives supporting underserved communities within our operational footprint. CNX Foundation principles are also embodied by CNX employees, who in 2024 volunteered over 3,500 hours, including over 1,250 hours during the CNX Impact initiative, our season of giving. For more information regarding the CNX Foundation and its commitment to our community visit: www.cnx.com/foundation/. |
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| ● | The Headquarters at CNX. The Headquarters at CNX provides world-class workspace at our corporate office to small businesses, including minority- and women-owned businesses, educational institutions, and non-profit organizations, emphasizing support for the same Tangible, Impactful, Local causes in which the CNX Foundation invests. With the addition of three new tenants in 2024, the Headquarters at CNX is at 92% capacity, providing workspace to 29 total tenants. In August 2024, the Indiana University of Pennsylvania’s Criminal Justice Training Center (CJTC) opened a new location at the Headquarters at CNX, serving as the Pittsburgh region’s satellite for the CJTC’s Act 120 Municipal Police Academy. Thousands of officers from municipalities across Pennsylvania have been trained at the CJTC since 1975, and currently, more than 99% of graduates are hired as officers in cities, boroughs, townships, and municipalities in Pennsylvania. The new satellite center at the Headquarters at CNX will provide more opportunities for municipal departments in the Pittsburgh region who have vacancies, and for potential officers who wish to stay in the region. |
| ● | CNX Mentorship Academy. 2024 marks the fourth year of the CNX Foundation’s Mentorship Academy and our commitment to connecting our region’s urban and rural young adults to family sustaining careers in Appalachia. Highlights for 2024 include: |
| – | Enrollment for the 2024 – 2025 cohort reflects a 44% growth from the prior year, with overall enrollment reaching 122 students across 28 schools/school districts. The Mentorship Academy also increased direct school partnership by 50%, resulting in 14 HUBs across 5 Pennsylvania counties – Allegheny, Armstrong, Indiana, Washington, and Westmoreland. These partnerships not only allow for improved recruitment, but strengthen the connection between CNX and the communities we serve with continuous direct engagement through programming. |
| – | More than half of 2024 Mentorship Academy graduates secured full-time employment in a target industry, or a coveted paid internship exclusive to Mentorship Academy graduates in healthcare, building trades, corporate support, or the Short Service Employee (SSE) internship in Energy. |
| – | The innovative Energy SSE internship launched by the Mentorship Academy in July 2024 links local communities with opportunities in the evolving local energy sector. The paid 20-week internship allows students to jumpstart their careers by rotating through leading industry companies, obtaining resume-boosting experiences and credentials. As of early 2025, 75% of participants in the Energy SSE internship gained full-time employment through one of the partnering companies. |
Corporate Governance
Strong corporate governance and a culture of compliance are the foundation of our Sustainable Business Model, which drives innovation to pursue emerging opportunities while managing risk responsibly and transparently across the enterprise, and creating sustainable long-term value for our shareholders.
| ● | Independent and Effective Board Oversight. Six out of seven directors are independent, and the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board are comprised entirely of independent directors. An independent director serves as chairperson, creating accountability and enhancing clear and consistent communications to our shareholders and others. Non-employee directors meet regularly in executive session without the presence of management. |
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| ● | Risk Management Focus at All Levels. Our risk management culture starts at the top, with regular presentations from subject-matter experts to the Board regarding material risks affecting CNX, including economic, environmental, cybersecurity, and social issues. Risk management strategies adopted by the Board are translated into corresponding policies and operational procedures, ensuring effective management and accountability. Employees throughout the organization are trained and incentivized to mitigate risk and put compliance into practice. |
| ● | Proactive Engagement with Shareholders. CNX values shareholder input and regularly engages in discussions with major shareholders on various topics, enabling CNX to align corporate governance practices and compensation policies with shareholder feedback. |
| ● | Ownership Stake Promotes Strong Governance. As of the record date, our directors and named executive officers owned 4.59% of the outstanding shares of CNX. CNX’s current directors and named executive officers have not disposed of shares of CNX stock (excluding in connection with tax withholding) since assuming their current roles, which extends back as far as 2011. In addition, since the first quarter of 2024 through the record date, CNX employees have retained approximately 88% of the value of CNX shares delivered under the Corporation’s LTIC program during such period. These visible commitments demonstrate the confidence that our team has in CNX’s Sustainable Business Model, the foundation of which is strong corporate governance. |
| 2025 PROXY STATEMENT | | 11 |
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Summary
Compensation Highlights
CNX’s compensation philosophy is to provide a total compensation package that will attract and retain employees. This starts with a competitive base salary and traditional benefits package (such as 401(k), health insurance, vacation time, etc.). All full-time employees are also included in our Short-Term Incentive Compensation (“STIC”) program, which awards an annual bonus, contingent on a blend of corporate financial performance (in other words, adjusted FCF per share) and individual contributions. Certain key employees and managers also participate in our Long-Term Incentive Compensation (“LTIC”) program, which awards those employees with restricted stock units (“RSUs”) that generally vest over a three-year period. Senior management and other key personnel may also receive performance share units (“PSUs”), including ESG PSUs specifically tied to achieving methane intensity reduction targets, which PSUs are designed to promote retention and further align overall compensation with CNX’s long-term objective of creating shareholder value.
COMPENSATION STRUCTURE
Highlights from our 2024 compensation program include:
| ● | Continued Focus on Performance-Based Compensation. | |
|---|---|---|
| – | We continued the practice of designating 40% of our LTIC program as PSUs that will vest, if earned, based on Total Shareholder Return and Absolute Stock Price performance metrics. | |
| – | We again designed our LTIC program to include 10% ESG PSUs that will vest, if earned, if CNX meets methane emission intensity reduction targets. If we fail to meet those targets, our executives will forfeit 10% of their LTIC award for that year. This objective measure demonstrates our commitment to linking compensation to performance and reinforces our specific focus on ESG performance. | |
| ● | CEO Investment Embodies Tangible, Impactful and Local Approach. In 2024, our Board and CEO agreed to reduce the CEO’s LTIC grant by $1.5 million and redirected those funds to the CNX Foundation, helping to support the expansion of the CNX Foundation’s efforts in a way that is most beneficial to the region and to the shareholder owners of CNX. Initiatives supported in 2024 include: | |
| – | Extending elements of the successful Mentorship Academy concept in collaboration with the Community College of Allegheny County to remove barriers and create career pathways in the region’s evolving energy economy for local trade members, veterans, survivors of domestic violence and opioid addiction, and the formerly incarcerated; | |
| – | Supporting community-directed investments specifically targeted at CNX’s Westmoreland County, Pennsylvania operational footprint through engagement with communities; and | |
| – | Expanding existing community-based partnerships that are making a Tangible, Impactful, Local impact, including with Pittsburgh-based Outreached Arms, Washington County’s LeMoyne Center, and other key partners of the CNX Foundation. | |
| ● | CEO Pay Bucking Trends. In times when CEO pay is increasing, CNX’s CEO pay is trending in the opposite direction. In addition to the Board approving a reduction in the aggregate amount of $5.5 million of the CEO’s LTIC compensation over the last four years, at the encouragement of our CEO, the Board has not increased his regular annual base salary since 2015. Our CEO Pay Ratio has decreased from 72:1 in our 2020 proxy disclosure to 38:1 in 2024 - compared to a benchmarking analysis of companies listed in the Dow Jones U.S. Oil & Gas Index completed in February 2025, CNX’s CEO Pay Ratio is less than half of the average CEO Pay Ratio of over 100:1 disclosed by such companies. This trend is directly attributable to our Board and CEO’s commitment to reinvesting in our business, our employees, and our local communities. | |
| 12 | | 2025 PROXY STATEMENT |
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