Core Natural Resources, Inc.
For the period ended Apr 30, 2026. Filed Mar 16, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 30, 2026 · Filed Mar 16, 2026
Contents
Pay Versus Performance Table
The following table sets forth information concerning: (1) the compensation of our Principal Executive Officers (“PEOs”) (Mr. Brock – Executive Chairman and Chief Executive Officer and Mr. Lang – Former Chief Executive Officer) and the average compensation for our other Named Executive Officers (“Non-PEO NEOs”), both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, as defined under SEC rules, for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024, and 2025 and (2) our cumulative total shareholder return (“TSR”), the cumulative TSR of our selected peer group
(“Performance Peer Group”), Net Income (Loss) and ICP Free Cash Flow* over such years, in each case determined in accordance with SEC rules:
| (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
|---|---|---|---|---|---|---|---|---|---|---|
| Year · SummaryCompensationTable Total forMr. Brock($) · SummaryCompensationTable Total forMr. Lang($) · CompensationActually Paid toMr. Brock($)(2) · CompensationActually Paid toMr. Lang($)(2) · Average SummaryCompensationTable Total forNon-PEO NEOs ($)(1) · Average Compensation Actually Paid toNon-PEO NEOs($)(1)(2) · Value of Initial Fixed $100 Investment Based on: · Net Income (Loss)($MMs) · ICP Free Cash Flow*($MMs)(4) | ||||||||||
| Total Shareholder Return($) · Performance Peer Group Total Shareholder Return($)(3) | ||||||||||
| 2025 | $19,445,313 | $27,246,982 | $10,369,881 | $20,448,380 | $5,541,422 | $3,764,824 | $1,325.96 | $1,308.80 | ($153) | $188 |
| 2024 | $13,091,307 | $— | $13,651,298 | $— | $2,668,756 | $3,020,169 | $1,589.45 | $1,066.90 | $286 | $456 |
| 2023 | $13,194,665 | $— | $20,455,474 | $— | $2,231,481 | $3,162,417 | $1,491.14 | $1,121.74 | $656 | $846 |
| 2022 | $9,963,103 | $— | $33,755,260 | $— | $1,477,694 | $3,694,785 | $927.72 | $701.62 | $467 | $585 |
| 2021 | $7,115,513 | $— | $20,081,272 | $— | $1,029,306 | $2,158,019 | $314.98 | $315.71 | $34 | $184 |
(1)The following individuals are our PEOs and other Named Executive Officers for each fiscal year:
| Year | PEO(s) | Non-PEO NEOs |
| 2025 | James A. Brock and Paul A. Lang | Mitesh B. Thakkar, Rosemary L. Klein, George J. Schuller, Jr., and Deck S. Slone |
| 2024 | James A. Brock | Mitesh B. Thakkar, Martha A. Wiegand, Kurt R. Salvatori, and John M. Rothka |
| 2023 | James A. Brock | Mitesh B. Thakkar, Martha A. Wiegand, Kurt R. Salvatori, and John M. Rothka |
| 2022 | James A. Brock | Mitesh B. Thakkar, Martha A. Wiegand, Kurt R. Salvatori, and John M. Rothka |
| 2021 | James A. Brock | Mitesh B. Thakkar, Martha A. Wiegand, Kurt R. Salvatori, and John M. Rothka |
(2)Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:
| 2025 | |||
|---|---|---|---|
| Adjustments | Mr. Brock | Mr. Lang | Average Non-PEO NEOs |
| Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table for Applicable FY | ($15,922,176) | ($11,677,388) | ($4,115,737) |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | $7,410,117 | $7,410,117 | $2,383,571 |
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | $— | $— | $— |
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | ($442,338) | ($2,531,331) | ($37,009) |
| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | $— | $— | $— |
| Increase based on Dividends or Other Earnings Paid during Applicable FY upon Vesting Date | $— | $— | $— |
| Deduction for Change in the Actuarial Present values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY | ($121,035) | $— | ($7,423) |
| Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans | $— | $— | $— |
| TOTAL ADJUSTMENTS | ($9,075,432) | ($6,798,602) | ($1,776,598) |
(3)TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. The performance peer group consists of six companies that are comparable peers: Alliance Resource Partners, L.P., Alpha Metallurgical Resources, Inc., Hallador Energy Company, Peabody Energy Corporation, Ramaco Resources, Inc., and Warrior Met Coal, Inc.
(4)Our Board reviews our ICP Free Cash Flow on a quarterly basis as a performance measure and in connection with awarding discretionary bonuses to our NEOs in 2025. We define ICP Free Cash Flow as Adjusted EBITDA, less capital expenditures and interest expense, plus proceeds of non-EBITDA producing asset sales, less the financial accounting impact of non-EBITDA producing asset sales. The GAAP measure most directly comparable to ICP free cash flow is net income (loss). This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years.
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