Independent
Tenure on this board
4.3 yrs
8 nominees · 3 ballot items.
Three management proposals: (1) Election of eight director nominees; (2) Ratification of the anticipated appointment of Ernst & Young LLP as CNX’s independent auditor for fiscal year 2026; and (3) Advisory (non-binding) approval of CNX’s named executive officer compensation.
Elect eight nominees to the Board of Directors to hold office until the next annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s anticipated appointment of Ernst & Young LLP as CNX’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation paid to CNX’s named executive officers as disclosed in the proxy statement.
This proposal requests a non-binding, advisory shareholder vote to approve the compensation paid to CNX’s named executive officers as disclosed in the Proxy Statement. Management is seeking shareholder approval to validate its executive pay framework, which combines cash short-term incentives (STIC) tied to Adjusted Free Cash Flow per share and individual goals, long-term equity incentives (LTIC) composed of PSUs tied 50% to relative TSR and 50% to absolute stock price appreciation, time-based RSUs, ESG PSUs tied to strict methane intensity production and midstream targets, and Special PSUs intended to drive long-term share-price outperformance. The Compensation Committee frames the program as pay-for-performance and retention-focused: a substantial portion of pay is at-risk and equity-based to align executive incentives with long-term shareholder returns and sustainability metrics. Contextually, CNX reported strong free cash flow performance in 2025 and has implemented succession changes (CEO transition to Alan Shepard) and special equity instruments to retain and motivate leadership during multi-year performance windows. The vote is advisory and non-binding, but the Board and Compensation Committee will consider shareholder support when making future compensation decisions; historically, the company received strong shareholder support (about 97% in 2025). Management’s counter-argument to potential dissent is that the program incorporates rigorous performance metrics, stock ownership and retention requirements, clawback provisions, and limits on repricing or gross-ups (with the exception of legacy provisions), all designed to mitigate excessive risk-taking and align interests with long-term value creation. Potential shareholder concerns include the level and structure of certain long-duration Special PSUs and change-in-control protections for executives; the Committee’s governance response emphasizes disclosure, performance ties (TSR, ASP, and methane metrics), and shareholder engagement. The Board therefore recommends a FOR vote, asserting that the total compensation program supports CNX’s strategic goals, incentivizes cash generation and environmental performance, and is consistent with market practices while remaining responsive to shareholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.73% | 10,938,110 | $422M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.95% | 8,424,714 | $325M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.11% | 7,233,604 | $279M |
| 4 | STATE STREET CORP | 5.03% | 7,115,667 | $274M |
| 5 | Neuberger Berman Group LLC | 4.88% | 6,909,377 | $266M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.34% | 6,134,692 | $236M |
| 7 | BlackRock, Inc. | 3.39% | 4,789,049 | $185M |
| 8 | AMERICAN CENTURY COMPANIES INC | 3.19% | 4,515,973 | $174M |
| 9 | D. E. Shaw Co., Inc.Activist | 3.04% | 4,304,184 | $166M |
| 10 | Capital World Investors | 2.79% | 3,950,000 | $152M |
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