Not independent
Tenure on this board
8.5 yrs
8 nominees · 3 ballot items.
Elect directors; Ratify Ernst & Young LLP as independent registered public accounting firm for 2026; Advisory approval of 2025 named executive officers’ compensation.
Elect eight director nominees to serve one-year terms until the 2027 annual meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Core’s independent registered public accounting firm for fiscal year 2026.
Non-binding advisory vote to approve the compensation paid to Core’s named executive officers in 2025 (say-on-pay).
The advisory say-on-pay proposal asks shareholders to provide a non-binding approval of the compensation paid to Core’s named executive officers in 2025, as disclosed in the proxy. Management seeks this vote to confirm that its executive pay program — which features a new post-merger compensation philosophy adopted in February 2025, a mix of short-term incentive bonuses tied to Adjusted EBITDA and cash cost per ton performance metrics, long-term incentive awards split between RSUs and PSUs tied to multi-year TSR, ICP Free Cash Flow and Core Innovations revenue growth, and one-time start-up grants meant to retain key executives during the post-merger transition — is supported by stockholders. The compensation program also includes severance and change-in-control protections, stock ownership guidelines, and governance safeguards such as an independent compensation consultant, clawback policy and anti-hedging rules. The Board and the Compensation Committee recommend a vote FOR this proposal, arguing the program aligns pay with performance, targets market median pay, promotes retention post-merger, and emphasizes variable, performance-based compensation. The principal context is a transformational 2025 merger of CONSOL and Arch that accelerated legacy equity awards, driving an unusual spike in 2025 reported compensation; management contends the one-time nature of certain merger-related payouts and the redesigned compensation program justify shareholder approval. Opposing considerations for a sophisticated analyst would include evaluating whether the merger-driven acceleration materially distorts the 2025 pay figures, assessing the effectiveness of the performance metrics (including the board’s discretionary adjustment to Adjusted EBITDA to include expected insurance proceeds), and scrutinizing the magnitude and structure of severance/change-in-control protections and one-time start-up awards for potential misalignment with long-term shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.8% | 5,427,110 | $568M |
| 2 | STATE STREET CORP | 7.9% | 3,977,324 | $417M |
| 3 | FMR LLC | 6.0% | 3,008,490 | $315M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.9% | 2,957,882 | $310M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 2,188,714 | $229M |
| 6 | DME Capital Management, LP | 3.1% | 1,557,398 | $163M |
| 7 | BlackRock, Inc. | 2.9% | 1,467,765 | $154M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 2.7% | 1,351,040 | $141M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 1,095,151 | $115M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.5% | 774,566 | $81M |
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