DEF 14A of Core Natural Resources, Inc., Apr 1, 2024

DEF 14A of Core Natural Resources, Inc.

Filed Apr 1, 2024 · FY20230001193125-24-083353

Open on EDGAR

  1. Biographies of Director Nominees

    Biographies of Director Nominees

  2. Biographies of Director Nominees

    | JAMES A. BROCK | | | | | CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF CEIX Director Since: 2017 Age: 67 Term Expires: 2024 | CEIX Committees: • Health, Safety and Environmental |

  3. Biographies of Director Nominees

    BACKGROUND: James A. Brock has served as our Chief Executive Officer since June 2017, previously served as our President from December 2017 to January 2023, and he has been a member of our Board since November 28, 2017 and was appointed our Chairman on March 27, 2024. He currently serves as a member of our Board’s Health, Safety and Environmental Committee. Mr. Brock previously served as the Chief Operating Officer-Coal of CNX Resources Corporation (“CNX”), CEIX’s former parent, from December 10, 2010 until November 28, 2017, when CEIX separated from CNX. Since May of 2015, Mr. Brock also served as Chief Executive Officer and Chairman of the board of directors of the general partner of PA Mining Complex LP (“PAMC LP”) (formerly known as CONSOL Coal Resources LP) during such time as PAMC LP was a publicly-traded master limited partnership and he continues to serve in such roles now that PAMC LP is a wholly-owned subsidiary of the Company. Previously, he served as Senior Vice President-Northern Appalachia-West Virginia Operations of CNX from 2007 to 2010, and as Vice President-Operations of CNX from 2006 to 2007. Mr. Brock began his career with CNX in 1979 at the Matthews Mine and since then has served at various locations in many positions including Section Foreman, Mine Longwall Coordinator, General Mine Foreman and Superintendent. Mr. Brock’s achievements in mining were recognized with him being named 2010 Coal Safety Leader of the Year in West Virginia and his induction into the West Virginia Coal Hall of Fame in 2016. Mr. Brock also currently serves as the Chairman of the Pennsylvania Coal Alliance board of directors, as a member of the boards of directors of the National Coal Council and the American Coalition for Clean Coal Electricity and as an executive committee member of the board of directors of the National Mining Association. Mr. Brock also previously served on the board of directors of West Virginia Coal Association.

  4. Biographies of Director Nominees

    | QUALIFICATIONS: With a career in coal spanning five decades, we believe Mr. Brock’s extensive knowledge of our industry and our operations gained during his years of service with CNX, and now CEIX, provides our Board with valuable experience. |

  5. Biographies of Director Nominees

    | 14 | - 2024 Proxy Statement |

  6. Biographies of Director Nominees

    | JOHN T. MILLS | | | | | FORMER CHIEF FINANCIAL OFFICER— MARATHON OIL CORPORATION LEAD INDEPENDENT DIRECTOR OF CEIX Director Since: 2017 Age: 76 Term Expires: 2024 | CEIX Committees: • Audit (Chair) • Compensation • Health, Safety and Environmental |

  7. Biographies of Director Nominees

    BACKGROUND: John T. Mills joined the Board on November 14, 2017 and was appointed to be the Lead Independent Director of the Board on March 27, 2024. He currently serves as a member of our Board’s Audit Committee, which he chairs, Compensation Committee and Health, Safety and Environmental Committee. Mr. Mills previously served as a member of the board of directors of CNX from March 2006 until November 28, 2017, when CEIX separated from CNX. From December 2007 until August 2015, he served on the board of directors of Cal Dive International Inc., a marine contractor providing manned diving, derrick, pipelay and pipe burial services to the offshore oil and natural gas industry, where he served as lead independent director, and as a member of the audit, compensation, and corporate governance and nominating committees. From January 2008 through June 2010, Mr. Mills was a member of the board of directors and audit, conflicts and risk management committees of Regency GP, LLC, the general partner of Regency GP, LP, the general partner of Regency Energy Partners LP, a natural gas gathering, processing and transportation master limited partnership. Mr. Mills joined the board of directors of Horizon Offshore, Inc., a marine construction company, in June 2002 and served as the chairman of the board of directors from September 2004 until December 2007, when Horizon Offshore, Inc. was acquired by Cal Dive International, Inc. Mr. Mills was the Chief Financial Officer of Marathon Oil Corporation, an integrated energy company, from January 2002 until his retirement in December 2003. In 2011, Mr. Mills attended the Harvard Business School program “Making Corporate Boards More Effective.”

  8. Biographies of Director Nominees

    | QUALIFICATIONS: As a licensed attorney with over 40 years of business experience, including 16 years as an officer of Marathon Oil Corporation and U.S. Steel Corporation, Mr. Mills brings significant knowledge and experience to our Board. In particular, Mr. Mills brings an in-depth understanding of the evaluation of organic growth capital projects and acquisition and disposition opportunities, and the importance of maintaining a competitive capital structure and liquidity. In addition, having previously served as Senior Vice President, Finance and Administration, and later Chief Financial Officer of Marathon Oil Corporation, Mr. Mills has developed a wealth of financial knowledge with respect to the oversight of (i) the preparation of consolidated financial statements, (ii) internal audit functions, and (iii) public accountants, skills which are critical to our Company and particularly our Audit Committee. |

  9. Biographies of Director Nominees

    | JOSEPH P. PLATT | | | | | GENERAL PARTNER—THORN PARTNERS LP Director Since: 2017 Age: 76 Term Expires: 2024 | CEIX Committees: • Compensation (Chair) • Nominating and Corporate Governance • Health, Safety and Environmental |

  10. Biographies of Director Nominees

    BACKGROUND: Joseph P. Platt joined the Board on November 28, 2017. He currently serves as a member of our Board’s Compensation Committee, which he chairs, Nominating and Corporate Governance Committee and Health, Safety and Environmental Committee. Mr. Platt previously served as a member of the board of directors of CNX from May 2016 until November 28, 2017, when CEIX separated from CNX. He is the general partner at Thorn Partners LP, a family limited partnership, a position he has held since 1998. Mr. Platt’s career at Johnson and Higgins, a global insurance broker and employee benefits consultant (J&H), spanned 27 years until 1997, when J&H was sold to Marsh & McLennan Companies. At the time of the sale, Mr. Platt was an owner, director and executive vice president of J&H. Mr. Platt has served on the board of directors of Greenlight Capital Re, Ltd., a property and casualty reinsurer, since 2004 and has been its lead independent director since 2007. He serves on the boards of various other nonpublic companies and not-for-profit institutions.

  11. Biographies of Director Nominees

    | QUALIFICATIONS: Mr. Platt brings significant financial, compensation and risk management expertise to our Board. |

  12. Biographies of Director Nominees

    | - 2024 Proxy Statement | 15 |

  13. Biographies of Director Nominees

    | VALLI PERERA | | | | | FORMER PARTNER OF DELOITTE Director Since: 2023 Age: 66 Term Expires: 2024 | CEIX Committees: • Nominating and Corporate Governance (Chair) • Audit • Compensation • Health, Safety and Environmental |

  14. Biographies of Director Nominees

    BACKGROUND: Valli Perera joined the Board on March 22, 2023. She currently serves as a member of our Board’s Nominating and Corporate Governance Committee, which she chairs, Audit Committee, Compensation Committee and Health, Safety and Environmental Committee. Ms. Perera is a seasoned executive with over 40 years of professional services and corporate experience. She retired from Deloitte, as a senior partner in June 2019. During her tenure at Deloitte, Ms. Perera advised and led client service teams in areas of finance, mergers and acquisitions, technology transformation and business growth. She also worked with transitioning chief financial officers at Deloitte’s CFO Transition Lab program. Ms. Perera’s tenure at Deloitte spanned over 25 years, including: her elevation to the partnership in 1997, senior roles such as Managing Director for Global Services and Global Mergers & Acquisition, Deloitte’s Global and U.S. Service Innovation Board and the firm’s global digital transformation, talent and development, diversity and inclusion, and member firm standards and governance. Further, from 2014 to 2020, she served on the board of directors of Make-A-Wish® Illinois, a non-profit organization. Since 2020, Ms. Perera has served on the board of directors for Midmark Corporation, a clinical environmental design private company, and is a member of its audit and compensation committees. Moreover, since 2012, Ms. Perera has served on the board of directors for Communities in Schools of Chicago, a non-profit organization and is the Chair of its governance committee. She received a Master of Science degree in Taxation from Drexel University and a graduate degree in journalism from Northwestern University. Ms. Perera is credentialed by the Chartered Institute of Management Consultants, United Kingdom. Further, she is a retired Certified Public Accountant.

  15. Biographies of Director Nominees

    | QUALIFICATIONS: With an extensive tenure spanning over 40 years as a seasoned business leader partnering with executive teams of private and Fortune 500 publicly traded signature companies to define high-value strategies for top- and bottom-line growth and providing specialized services in finance, governance, and organizational development, as well as global insight and direct experience across several continents, skills in finance, accounting, tax, acquisitions, and technology and substantive board directorship experience, Ms. Perera brings significant expertise to the Board. |

  16. Biographies of Director Nominees

    | 16 | - 2024 Proxy Statement |

  17. Biographies of Director Nominees

    | CASSANDRA PAN | | | | | FORMER PRESIDENT OF FENNER DUNLOP AMERICAS Director Since: 2023 Age: 65 Term Expires: 2024 | CEIX Committees: • Health, Safety and Environmental (Chair) • Audit • Nominating and Corporate Governance |

  18. Biographies of Director Nominees

    BACKGROUND: Cassandra Pan joined the Board on March 22, 2023. She currently serves as chair of our Board’s Health, Safety and Environmental Committee and on the Audit Committee and Nominating and Corporate Governance Committee. Ms. Pan has extensive entrepreneurial and executive experience in North America, China and internationally. She is currently self-employed as a business consultant and strategic advisor. From 2009 to 2015 based in Pittsburgh, Pennsylvania, she was the President of Fenner Dunlop Americas (formerly a subsidiary of Fenner plc and now a part of the Michelin group of companies) where she led that company’s Engineered Conveyor Solutions business in North and South America. Prior to her elevation to President of the Americas, she served as Managing Director of Greater China at Fenner plc from 1998 to 2009, where she oversaw Fenner’s wholly-owned and joint venture investments in China relating to the manufacture of conveyor belting and specialty polymer businesses for use in the servicing of underground coal mines, construction equipment and in various automotive and industrial markets. Since 2016, Ms. Pan serves as a mentor at AlphaLab Gear, a hardware accelerator program of Innovation Works. From 2010 to 2016, she served as a member of the Advisory Committee of International Center for Energy, Environment and Sustainability (InCEES) at Washington University in St. Louis, Missouri. Since 2015, she has served on the board of directors of WQED Multimedia, a not-for-profit education-focused public media organization, where she also serves as chair of the Audit Committee and a member of the Finance, Business & Operations Committee. She is a member of the International Women’s Forum, Pittsburgh Chapter since 2012.

  19. Biographies of Director Nominees

    | QUALIFICATIONS: With nearly two decades of experience in leading global engineering business units in Asia and the Americas for a publicly traded company specializing in helping clients in the underground and surface mining industries in China, North America and South America to meet their engineering and material handling requirements, Ms. Pan brings significant expertise to the board of directors. Her professional experience in addressing a variety of operational and strategic aspects relating to the business, finances, engineering challenges, health, safety and environmental risks, sales and marketing efforts and human resource matters of mining companies brings important and relevant competencies and skills to the Board. |

  20. Biographies of Director Nominees

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE ABOVE-NAMED DIRECTOR NOMINEES FOR RE-ELECTION TO THE BOARD OF DIRECTORS.

  21. Biographies of Director Nominees

    | - 2024 Proxy Statement | 17 |

  22. Biographies of Director Nominees

    | BOARD OF DIRECTORS AND COMPENSATION INFORMATION |

  23. Board of Directors and Its Committees

    Board of Directors and Its Committees

  24. Board of Directors

    Board of Directors The business and affairs of CEIX are managed under the direction of our Board. Under our Certificate of Incorporation all directors are subject to election annually. We do not have a formal policy regarding directors’ attendance at our annual meetings of stockholders; however, all directors are encouraged to attend. All of CEIX’s directors attended the 2023 Annual Meeting of Stockholders, and all of the directors are expected to attend this year’s Annual Meeting.

  25. Director Compensation Table—2023

    Director Compensation Table—2023 The following table sets forth the compensation elements of our non-employee directors for the 2023 fiscal year:

  26. Director Compensation Table—2023

    | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3), (7) | All Other Compensation | Total | | Cassandra Pan(4) | $100,272 | $164,795 | $0 | $265,067 | | John T. Mills | $150,000 | $150,000 | $0 | $300,000 | | Joseph P. Platt | $140,000 | $150,000 | $0 | $290,000 | | William P. Powell(5) | $207,500 | $300,000 | $0 | $507,500 | | Valli Perera(6) | $106,057 | $164,795 | $0 | $270,852 |

  27. Director Compensation Table—2023

    | (1) While Mr. Brock, our Chief Executive Officer, is a member of our Board, his name does not appear in this table and his compensation is reported in the Summary Compensation Table and other sections of the Proxy Statement. In 2023, he did not receive any additional compensation in connection with his service on our Board. |

  28. Director Compensation Table—2023

    | (2) Amounts shown in this column represent the cash retainer to each of our non-employee directors (including additional Committee Chair, Board Chair and Audit Committee member retainers). During 2023, Mr. Mills served as the Chair of our Audit Committee and was a member of our Compensation Committee and Health Safety and Environmental Committee; Mr. Platt served as the Chair of our Compensation Committee and was a member of our Nominating and Corporate Governance Committee and Health, Safety and Environmental Committee; Mr. Powell served as the Chair of our Board and was a member of our Audit Committee, Compensation Committee and Health, Safety and Environmental Committee; Ms. Perera served as the Chair of our Nominating and Corporate Governance Committee and was a member of our Audit Committee and Health, Safety and Environmental Committee; Ms. Pan served as the Chair of our Health, Safety and Environmental Committee and was a member of our Nominating and Corporate Governance Committee. |

  29. Director Compensation Table—2023

    | (3) This includes the value of the 2023 annual restricted stock unit (“RSU”) award made to each of our non-employee directors on May 2, 2023 and March 22, 2023 for Ms. Pan and Ms. Perera. These amounts represent the aggregate grant date fair value of stock units granted in 2023 to non-employee directors computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The grant date fair value is computed based upon the closing price per share of CEIX stock on the date of grant. A discussion of the relevant assumptions made in the valuation of these stock awards is provided in Notes 1 and 18 to our consolidated financial statements, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |

  30. Director Compensation Table—2023

    | (4) Ms. Pan elected to defer receipt of her RSU award for the 2023-2024 year, covering 2,626 RSUs, until April 21, 2026. |

  31. Director Compensation Table—2023

    | (5) Mr. Powell elected to defer receipt of his RSU award for the 2023-2024 year, covering 4,694 RSUs, until his termination of service with the Board. |

  32. Director Compensation Table—2023

    | (6) Ms. Perera elected to defer receipt of her RSU award for the 2023-2024 year, covering 2,626 RSUs, until her termination of service with the Board. |

  33. Director Compensation Table—2023

    | (7) The outstanding equity awards held by our non-employee directors on December 31, 2023, are set forth below: |

  34. Director Compensation Table—2023

    | Name | No. of Shares or Units of Stock That Have not Vested | | Cassandra Pan | 2,626 | | John T. Mills | 2,347 | | Joseph P. Platt | 2,347 | | William P. Powell | 4,694 | | Valli Perera | 2,626 |

  35. Director Compensation Table—2023

    | - 2024 Proxy Statement | 27 |

  36. Director Compensation Table—2023

    BOARD OF DIRECTORS AND COMPENSATION INFORMATION | Understanding Our Director Compensation Table

  37. Understanding Our Director Compensation Table

    Understanding Our Director Compensation Table Each non-employee director is entitled to receive an annual equity award in the form of RSUs valued at $150,000 (other than the Board Chairman whose RSUs are valued at $300,000) as of the close of business on the date of the grant, which in 2023 was May 2, 2023. The RSU awards vest on the first anniversary of the grant date. Each non-employee director is also entitled to receive a cash Board Retainer, and if he or she serves as a Committee Chair, an Audit Committee member or the Board Chair, an additional cash retainer for his or her services as follows:

  38. Understanding Our Director Compensation Table

    | Element of Compensation | Dollar Value of Board Compensation | | Chairman Retainer | $200,000(1) | | Board Retainer | $120,000 | | Committee Chair Retainer (other than Audit & Compensation) | $10,000 | | Audit Committee Chair | $30,000 | | Compensation Committee Chair | $20,000 | | Audit Committee Member | $7,500 |

  39. Understanding Our Director Compensation Table

    | (1) This value includes both the annual cash retainer of $120,000 and the additional $80,000 retainer paid to the Chairman. |

  40. Understanding Our Director Compensation Table

    During 2023, the Compensation Committee of the Board reviewed with its independent compensation consultant the current director compensation program and concluded that (1) the mix of cash and equity compensation continues to be appropriate and consistent with broadly observed market practices, (2) the compensation levels are reasonable and in line with peer practices given the small size of the Board, and (3) the aggregate board compensation (reflecting the “total cost of governance”) is reasonably positioned as compared to the Company’s peer group members. The basic non-employee director compensation elements remain unchanged from 2017.

  41. Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

    | | James A. Brock James A. Brock has served as our Chief Executive Officer since June 2017, previously served as our President from December 2017 to January 2023, and he has been a member of our Board since November 28, 2017 and was appointed our Chairman on March 27, 2024. He currently serves as a member of our Board’s Health, Safety and Environmental Committee. Mr. Brock previously served as the Chief Operating Officer-Coal of CNX Resources Corporation (“CNX”), CEIX’s former parent, from December 10, 2010 until November 28, 2017, when CEIX separated from CNX. Since May of 2015, Mr. Brock also served as Chief Executive Officer and Chairman of the board of directors of the general partner of PA Mining Complex LP (“PAMC LP”) (formerly known as CONSOL Coal Resources LP) during such time as PAMC LP was a publicly-traded master limited partnership and he continues to serve in such roles now that PAMC LP is a wholly-owned subsidiary of the Company. Previously, he served as Senior Vice President-Northern Appalachia-West Virginia Operations of CNX from 2007 to 2010, and as Vice President-Operations of CNX from 2006 to 2007. Mr. Brock began his career with CNX in 1979 at the Matthews Mine and since then has served at various locations in many positions including Section Foreman, Mine Longwall Coordinator, General Mine Foreman and Superintendent. Mr. Brock’s achievements in mining were recognized with him being named 2010 Coal Safety Leader of the Year in West Virginia and his induction into the West Virginia Coal Hall of Fame in 2016. Mr. Brock also currently serves as the Chairman of the Pennsylvania Coal Alliance board of directors, as a member of the boards of directors of the National Coal Council and the American Coalition for Clean Coal Electricity and as an executive committee member of the board of directors of the National Mining Association. Mr. Brock also previously served on the board of directors of West Virginia Coal Association. |

  42. Compensation Philosophy and Overview

    | • | Design competitive pay programs to reward executives based on the Company’s achievement of pre-established financial and operational goals, mitigate material risks, and align executives’ interests with stockholders’ interests via equity-based and cash-based long-term incentive awards; |

  43. Compensation Philosophy and Overview

    | • | Consider many factors, including retention of our top talent, the advice of our Compensation Committee’s independent compensation consultant, internal pay equity among executives, input from stockholders, and the alignment of total pay opportunity and pay outcomes with performance and external competitive market data relating to our peer group and general industry. |

  44. Summary of Key Compensation Considerations and Decisions in 2023

    | • | The Compensation Committee continued using a mix of performance-based and time-based restricted stock units in the long-term incentive compensation program. |

  45. Summary of Key Compensation Considerations and Decisions in 2023

    | • | The Compensation Committee changed the weighting of the long-term incentive program to provide for 75% of each NEO’s award to be stock-settled (up from 50% in 2022). |

  46. Summary of Key Compensation Considerations and Decisions in 2023

    | • | The Compensation Committee incorporated EBITDA targets into certain location-based performance goals for the short-term incentive program and added non-power generation revenue as a performance goal in the long-term incentive program. |

  47. CEIX Executive Compensation Philosophy

    | • | Compensation should be aligned with the long-term interests of our stockholders |

  48. Compensation Process: Roles and Responsibilities

    | Our Management Team | Our Compensation Committee may request that the CEO be present at committee meetings where compensation and corporate performance are discussed and evaluated. The CEO is encouraged to provide insight, suggestions or recommendations regarding executive compensation when present during these meetings or at other times. However, the Compensation Committee and the Board make all final decisions regarding executive compensation. | | CEIX Compensation Consultant | Our Compensation Committee retained Mercer as an independent compensation consultant directly, although in carrying out its assignments, Mercer also interacts with CEIX management when necessary and appropriate. Specifically, the Chief Administrative Officer, responsible for Human Resources matters, including executive compensation, interacts with the consultant to provide compensation data, best practices data, and executive compensation trends. In addition, Mercer may, in its discretion, seek input and feedback from executives regarding its consulting work product prior to the presentation to the Compensation Committee to ensure alignment with CEIX’s business strategy, to determine if additional data may need to be gathered, or to identify other issues, if any, prior to the presentation to the Compensation Committee. Annually, the Compensation Committee reviews with management the independence of any compensation consultant it retains. In January 2024, the Compensation Committee conducted an independence review of Mercer by analyzing the factors mandated by the listing standards of the New York Stock Exchange and concluded that there were no conflicts of interest arising from Mercer’s work. In 2023, CEIX paid Mercer $64,269 in connection with its work providing executive compensation consulting to the Compensation Committee. Besides Mercer’s involvement with the Compensation Committee, Mercer and its affiliates also provide other nonexecutive compensation services to us. Neither the Board nor the Compensation Committee reviewed or approved these other services, as these other services were approved by management in the ordinary course of business. The total amount paid for these other services provided in 2023 was $6,096,650, consisting of $2,075,140 paid to Mercer for health and wealth consulting services and $3,957,241 paid to Mercer’s sister company, Marsh, for property/casualty insurance consulting and brokerage services. The Compensation Committee determined that these other services provided did not raise any conflicts of interest. | | Peer Group Data | The Compensation Committee selected the following 13 publicly-traded companies (the “Peer Group”) based on the recommendation of Mercer, which includes companies in the coal and energy industry similar in revenue size to CEIX and with industry and business characteristics comparable to CEIX in terms of revenue and market cap and with whom we compete for talent. The Compensation Committee does not target a particular percentile within the Peer Group in setting an NEO’s compensation but uses the Peer Group compensation data as one of several reference points in determining the form and amount of compensation. The Compensation Committee also uses general industry competitive market data to evaluate our NEO total compensation packages. |

  49. Detailed Review of 2023 Compensation Components

    2023 Short-Term Incentive Compensation (STIC). The STIC is an annual incentive bonus program designed to align our executive officers’ goals with our performance targets for the current year and to encourage meaningful contributions to our future financial performance. Under the STIC, target bonus amounts, expressed as a percentage of base salary, are established for participants at the beginning of each year. Funding of the STIC bonus amounts is determined based on attainment of predetermined financial performance measures (weighted at 80%) along with an assessment of each participant’s individual performance (weighted at 20%). For 2023, to emphasize retention of our key executives as well as other employees, the Compensation Committee once again approved interim quarterly goals and payouts for the financial performance measures but not for individual performance. At the end of each of the first, second, and third quarter, the Compensation Committee approves achievement against the quarterly financial performance measurement goals. Following the end of the fiscal year, the Compensation Committee reviews and certifies achievement against annual financial performance goals and determines individual performance results. After determining the annual payout amount based on both financial and individual performance, the Compensation Committee approves the payment of any additional amounts owed under the STIC in excess of amounts already received in the first, second, or third quarter.

  50. Detailed Review of 2023 Compensation Components

    | Name | 2023 Target Bonus Opportunity | | Mr. Brock | 150% of base salary | | Mr. Thakkar | 100% of base salary | | Ms. Wiegand | 75% of base salary | | Mr. Salvatori | 70% of base salary | | Mr. Rothka | 37% of base salary |

  51. Detailed Review of 2023 Compensation Components

    | Performance Measure | 2nd Qtr. Threshold (50%) | 2nd Qtr. Target (100%) | 2nd Qtr. Maximum (200%) | 2nd Qtr. Actual Performance | | PAMC Production | 6.5M tons | 6.8M tons | 6.9M tons | 6.3M tons | | PAMC Average Cash Cost of Coal Sold per Ton* | $34.95 | $32.95 | $30.95 | $36.33 | | Itmann Mine Operating EBITDA* | $4.7M | $14.4M | $23.9M | ($6.9M) | | Baltimore Terminal Operating EBITDA* | $15.0M | $15.7M | $17.0M | $25.0M | | Permit Effluent Exceedances | 3 | 2 | 1.5 | 4 | | Performance Measure | 3rd Qtr. Threshold (50%) | 3rd Qtr. Target (100%) | 3rd Qtr. Maximum (200%) | 3rd Qtr. Actual Performance | | PAMC Production | 5.9M tons | 6.2M tons | 6.3M tons | 6.1M tons | | PAMC Average Cash Cost of Coal Sold per Ton* | $37.68 | $35.68 | $33.68 | $38.36 | | Itmann Mine Operating EBITDA* | $4.6M | $13.9M | $23.1M | ($2.9M) | | Baltimore Terminal Operating EBITDA* | $12.1M | $12.8M | $14.0M | $16.3M | | Permit Effluent Exceedances | 3 | 2 | 1.5 | 0 |

  52. 2023 STIC Payouts

    2023 STIC Payouts After determining the company-wide performance measure achievement level and applying the individual performance percentage to each NEO, the Compensation Committee approved the following total STIC payments to our NEOs for the 2023 fiscal year:

  53. 2023 STIC Payouts

    | Name | 2023 STIC Target Aggregate Payout Opportunity | 2023 STIC Aggregate Award Payout | | Mr. Brock | $1,500,000 | $1,551,000 | | Mr. Thakkar | $600,000 | $608,400 | | Ms. Wiegand | $354,375 | $345,161 | | Mr. Salvatori | $283,745 | $282,043 | | Mr. Rothka | $92,927 | $88,838 |

  54. 2023 STIC Payouts

    *As described above, the NEOs received the 2023 STIC payments quarterly. The interim quarterly payments were as follows per quarter for each of the first, second, and third quarters of fiscal year 2023: $567,296 for Mr. Brock, $226,919 for Mr. Thakkar, $134,024 for Ms. Wiegand, $107,312 for Mr. Salvatori, and $35,144 for Mr. Rothka. The remainder of the aggregate award payout is attributable to the fourth quarter, which included the remaining company performance component as well as the 20% individual performance component attributable to the entire year.

  55. Long-Term Incentive Compensation Program (LTIC)

    Long-Term Incentive Compensation Program (LTIC) Our LTIC aligns our NEOs’ interests with those of our stockholders by providing the opportunity to earn incentive compensation based on our Company’s long-term success. The Compensation Committee continues to believe that a mix between time-based awards and performance-based awards provides an appropriate balance between incentivizing our executives to continue their employment, which provides greater stability, and ensuring they are focused on long-term financial performance, which directly generates stockholder value. Moreover, the Compensation Committee favors restricted stock units because the value of these awards is linked to our stock price, providing a significant degree of alignment between our executives’ and stockholders’ interests.

  56. Long-Term Incentive Compensation Program (LTIC)

    | 48 | - 2024 Proxy Statement |

  57. 2023 LTIC Award Design

    2023 LTIC Award Design The 2023 LTIC included two types of grants to our NEOs: stock-settled, time-based restricted stock units (RSUs) and performance-based restricted stock units (PSUs), granted as follows: The table below shows the amount of time-based RSUs and PSUs our Compensation Committee awarded our NEOs in 2023.

  58. 2023 LTIC Award Design

    | Name | Time-Based RSUs | PSUs | | Mr. Brock | 32,025 | 32,026 | | Mr. Thakkar | 9,607 | 9,608 | | Ms. Wiegand | 6,245 | 6,246 | | Mr. Salvatori | 4,868 | 4,868 | | Mr. Rothka | 1,200 | 1,201 |

  59. Time-Based RSUs

    Time-Based RSUs The time-based RSUs granted in 2023 generally vest in three, equal installments on February 7 in each of 2024, 2025, and 2026, subject to an executive’s continuous employment through the applicable vesting date. The Compensation Committee believes these time-based RSUs provide an important role in promoting retention of our executive officers.

  60. PSUs

    PSUs The PSUs vest ratably over a three-year period, subject to the executive’s continuous employment through the applicable vesting date and the Company’s achievement of pre-established performance goals. One-half of the total PSUs settle in stock and the remaining 50% settles in cash. For purposes of the 2023 LTIC, the Compensation Committee, with input from Company management and the independent compensation consultant, reviewed the design and performance measures used for the LTIC program. After review, the Compensation Committee decided to retain the use of ICP Free Cash Flow per Share* and Scope 1 & 2 Greenhouse Gas (GHG) Reduction (tons emitted), adjusting the weighting to 60% and 10% respectively for 2023. The Compensation Committee determined to replace the Net Debt Level* performance measure used in 2022 under the performance-based restricted stock units with a revenue generation performance measure that relates to revenue generated outside of sales to coal-fired power plants, weighted at 30%. This change was intended to focus management on further de-risking the Company by further diversifying

  61. PSUs

    | - 2024 Proxy Statement | 49 |

  62. PSUs

    its revenues into non-power generation markets. After determining performance based on the goals outlined above, the Compensation Committee applies a total shareholder return (TSR) modifier of +/-20%.

  63. PSUs

    | Performance Measure | What it Measures | What it Does | | ICP Free Cash Flow per Share* (weighted at 60%) | Adjusted EBITDA*; less capital expenditures; less interest expense; plus proceeds of non-EBITDA producing asset sales; less the financial accounting impact of non-EBITDA producing asset sales | ✓ Rewards executives for the overall financial performance of the Company | | Non-Power Revenue Generation (weighted at 30%) | Annual percentage of total revenue derived from sales to customers in all markets, excluding sales to coal-fired power plants | ✓ Encourages the de-risking of the company’s revenues by expanding the Company’s sales portfolio into industrial and metallurgical markets | | Scope 1 & 2 GHG Reduction (tons emitted) (weighted at 10%) | Annual change in direct operating GHG emissions | ✓ Focuses on the achievement of stated sustainability goals in the form of GHG emissions reductions | | Relative TSR (+/- 20% modifier) | TSR modifier is determined by measuring the relative TSR of the Company using the 10-day average closing stock price of the Company ending on the last day of the performance period as compared to the TSR for the S&P Oil and Gas Exploration and Production EFT (XOP) index | ✓ Adjusts executive LTIC payouts based on the relative return of Company stock versus peers in the energy industry |

  64. Payout of 1st Tranche of 2023 PSUs

    Payout of 1st Tranche of 2023 PSUs The vesting of the PSUs is calculated annually based on pre-established, weighted goals. Our Compensation Committee designs the targets for our future performance goals to be attainable but reasonably difficult to meet such that future performance must generally exceed current fiscal year performance. The table below summarizes the target performance goals for the first tranche of the 2023 PSUs as well as the threshold (50% of target) and the maximum (200% of target) goals compared to actual performance.

  65. Payout of 1st Tranche of 2023 PSUs

    | Performance Measure | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Performance | | ICP Free Cash Flow per Share* | $16.97 | $30.19 | $35.18 | $25.87 | | Non-Power Revenue Generation | 43% | 45% | 48% | 59% | | Scope 1 & 2 GHG Reduction (tons emitted) | 7,347,000 | 6,939,000 | 6,531,000 | 6,998,000 | | TSR Modifier | 25th percentile (-20%) | 50th percentile (0%) | 75th percentile (+20%) | 64th percentile |

  66. Payout of 1st Tranche of 2023 PSUs

    | 50 | - 2024 Proxy Statement |

  67. Payout of 1st Tranche of 2023 PSUs

    In January 2024, the Compensation Committee evaluated and certified our achievement against the above-described performance measures and determined that our NEOs earned the following payouts with respect to the first tranche of the 2023 PSUs at 132.9% of target performance. The units earned were settled in cash and the cash payout amount was determined based on $94.60, our closing stock price on January 31, 2024.

  68. Payout of 1st Tranche of 2023 PSUs

    | Name | Units at Target | Units Earned in 2023 | Shares Earned | | Mr. Brock | 10,674 units | 7,092 units | 7,093 | | Mr. Thakkar | 3,202 units | 2,128 units | 2,128 | | Ms. Wiegand | 2,082 units | 1,383 units | 1,383 | | Mr. Salvatori | 1,622 units | 1,078 units | 1,078 | | Mr. Rothka | 400 units | 266 units | 266 |

  69. Payout of Awards Granted in Prior Years

    Payout of Awards Granted in Prior Years This was the second performance year for the 2022 LTIC program as well as the third and final year for the 2021 LTIC program. The tables below describe the payouts earned by our NEOs with respect to these awards granted in prior years. Payout of 2nd Tranche of 2022 LTIC Program – PBCUs. The table below summarizes the target performance goals for the second tranche of the 2022 performance-based cash-settled restricted stock units (PBCUs) as well as the threshold (50% of target) and the maximum (200% of target) goals compared to actual performance.

  70. Payout of Awards Granted in Prior Years

    | Performance Measure | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Performance | | ICP Free Cash Flow per Share* | $14.78 | $19.11 | $20.94 | $42.71 | | Net (Cash)/Debt Level* | $86.8M | $(44.6M) | $(95.1M) | $(527.4M) | | Scope 1 & 2 GHG Reduction (tons emitted) | 7,347,000 | 6,939,000 | 6,531,000 | 6,998,000 | | TSR Modifier | 25th percentile (-20%) | 50th percentile (0%) | 75th percentile (+20%) | 90th percentile |

  71. Payout of Awards Granted in Prior Years

    In January 2024, the Compensation Committee evaluated and certified our achievement against the above-described performance measures and determined that our NEOs earned the following payouts with respect to the second tranche of the 2022 PBCUs at 200% of target performance. The units earned were settled in cash and the cash payout amount was determined based on $94.60, our closing stock price on January 31, 2024.

  72. Payout of Awards Granted in Prior Years

    | Name | Units at Target | Units Earned in 2023 | | Mr. Brock | 24,438 units | 48,876 units | | Mr. Thakkar | 4,444 units | 8,888 units | | Ms. Wiegand | 4,539 units | 9,078 units | | Mr. Salvatori | 2,814 units | 5,628 units | | Mr. Rothka | 855 units | 1,710 units |

  73. Payout of Awards Granted in Prior Years

    | - 2024 Proxy Statement | 51 |

  74. Payout of Awards Granted in Prior Years

    Payout of 3rd Tranche of 2021 LTIC Program—PBCUs. The table below summarizes the target performance goals for the third tranche of the 2021 PBCUs as well as the threshold (50% of target) and the maximum (200% of target) goals compared to actual performance.

  75. Payout of Awards Granted in Prior Years

    | Performance Measure | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Performance | | ICP Free Cash Flow per Share* | $8.29 | $11.38 | $14.05 | $48.05 | | Net (Cash)/Debt Level* | $456.0M | $347.4M | $303.2M | $(527.4M) |

  76. Payout of Awards Granted in Prior Years

    In January 2024, the Compensation Committee evaluated and certified our achievement against the above-described performance measures and determined that our NEOs earned the following payouts with respect to the third tranche of the 2021 PBCUs at 200% of target performance. The units earned were settled in cash and the cash payout was determined based on $9.87, the stock price identified at the time of grant.

  77. Payout of Awards Granted in Prior Years

    | Name | Units at Target | Units Earned in 2023 | | Mr. Brock | 59,101 units | 118,202 units | | Mr. Thakkar | 8,443 units | 16,886 units | | Ms. Wiegand | 10,976 units | 21,952 units | | Mr. Salvatori | 5,488 units | 10,976 units | | Mr. Rothka | 2,110 units | 4,220 units |

  78. Payout of Awards Granted in Prior Years

    Payout of 3rd Tranche of 2021 LTIC Program—Market Share Units (MSUs). The table below summarizes the target performance goals for the third tranche of the 2021 MSUs as well as the threshold (50% of target) and the maximum (200% of target) goals compared to actual performance.

  79. Payout of Awards Granted in Prior Years

    | Performance Measure | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Performance | | Stock Price | $4.50 | $9.00 | $18.00 | $100.57* |

  80. Payout of Awards Granted in Prior Years

    * Represents the average closing stock price of the Company’s common stock for the 10 business days of 2023 immediately preceding the last business day of the year. In January 2024, the Compensation Committee evaluated and certified our achievement against the above-described performance goals and determined that our NEOs earned the following payouts with respect to the third tranche of the 2021 MSUs at 200% of target performance. The units earned paid out in cash and the cash payout amount was determined based on $94.60, our closing stock price on January 31, 2024.

  81. Payout of Awards Granted in Prior Years

    | Name | Units at Target | Units Earned in 2023 | | Mr. Brock | 59,101 units | 118,202 units | | Mr. Thakkar | 8,443 units | 16,886 units | | Ms. Wiegand | 10,976 units | 21,952 units | | Mr. Salvatori | 5,488 units | 10,976 units | | Mr. Rothka | 2,110 units | 4,220 units |

  82. Other Considerations Important to Our Compensation Program

    Other Considerations Important to Our Compensation Program Severance and Change in Control Benefits for NEOs. CEIX has severance and double trigger cash severance CIC agreements covering each of our NEOs, all of which became effective on February 15, 2018 (except for Mr. Thakkar’s current CIC agreement which became effective on November 4, 2020 and was subsequently amended on February 6, 2023). These agreements provide for non-CIC severance exclusively upon a termination of employment absent “cause.” In the case of a CIC scenario, each NEO is only entitled to cash severance if, following or in connection with a CIC, the NEO’s employment is terminated by CEIX absent “cause” or if the NEO resigns due to constructive termination within a specified period. The purpose of these agreements is to ensure that CEIX (a) offers a compensation package that is competitive with that offered by other companies with whom we compete for talent, (b) retains and relies upon the undivided focus of our senior executives immediately prior to, during and following a CIC, and (c) diminishes the inevitable distraction of our NEOs by virtue of personal uncertainties and risks created by the potential job loss following a CIC. In addition to the double trigger severance CIC provisions, all of the agreements include post-termination restrictive covenants relating to confidentiality, non-competition and non-solicitation and also require each NEO to sign an appropriate release of claims. These agreements do not include any gross up feature arising from the excise tax payable on an excess parachute payment. Retirement Benefit Plans. We maintain several retirement plans, the purpose of which are to attract and retain employees and to ensure an overall competitive compensation and benefits offering for all of our employees, including our NEOs. The maintenance of these plans also reflects commitments made at the time of our separation from our former parent that required us to assume certain plan liabilities as a result of the separation.

  83. Governance Policies

    Governance Policies Stock Ownership Guidelines/Holding Requirements for NEOs. We initially adopted stock ownership guidelines applicable to each of our NEOs, which require that they own a minimum number of shares of CEIX stock, based upon a multiple of base salary alone. Because our stock has experienced extreme volatility, our Board amended our stock ownership guidelines to permit our executives to attain the levels described below under either a “multiple of salary approach” or a “fixed number of shares approach.” Under the multiple of salary approach, the executive ownership level for each officer category shall be the number of shares of CEIX stock equal to the product of the executive’s annual base salary times his or her multiple, divided by the closing price of CEIX stock. In contrast, the “fixed number of shares approach” allows our executives to reach their ownership level if the number of CEIX shares held equals the product of the executive’s annual base salary, times his or her multiple, divided by $20.00. We further revised the current stock ownership guidelines in 2022 to clarify which shares are included in calculating compliance with these requirements: (i) shares owned outright by the executive or his or her immediate family members residing in the same household; shares held in trust for the benefit of the executive or his or her immediate family members residing in the same household; vested shares of restricted stock; and (ii) vested deferred stock units, restricted stock units or performance share units that may only be settled in shares, and unvested shares of restricted stock, deferred stock units, restricted stock units or performance share units, in each case when vesting is time-based rather than performance-based. The Board also amended the guidelines to allow the Compensation Committee to temporarily suspend the stock ownership guidelines during periods of extreme market volatility. As of the date of this Proxy Statement, all of our NEOs are in compliance with our stock ownership guidelines.

  84. Summary Compensation Table

    Summary Compensation Table The following table discloses the compensation for our NEOs, which include Mr. Brock, the principal executive officer of CEIX, Mr. Thakkar, the principal financial officer of CEIX, and the other three most highly compensated executive officers of CEIX serving at fiscal year-end 2023: Ms. Wiegand, General Counsel and Secretary; Mr. Salvatori, Chief Administrative Officer; and Mr. Rothka, Chief Accounting Officer and Controller.

  85. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus(2) | Stock Awards(3) | Non-Equity Incentive Compensation(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) | All Other Compensation(6) | SEC Total | | James A. Brock Chief Executive Officer | 2023 | $1,000,000 | $1,000,000 | $3,000,000 | $8,012,309 | $147,121 | $35,235 | $13,194,665 | | | 2022 | $1,000,000 | $1,000,000 | $2,000,000 | $5,898,172 | $— | $64,931 | $9,963,103 | | | 2021 | $997,077 | $1,000,000 | $1,750,000 | $3,287,298 | $26,152 | $54,986 | $7,115,513 | | Mitesh B. Thakkar President and Chief Financial Officer | 2023 | $595,577 | — | $900,000 | $1,817,342 | $67,940 | $44,430 | $3,425,289 | | | 2022 | $483,365 | — | $363,750 | $1,069,912 | $16,685 | $49,600 | $1,983,312 | | | 2021 | $398,846 | — | $250,000 | $457,801 | $32,766 | $49,878 | $1,189,291 | | Martha A. Wiegand General Counsel and Secretary | 2023 | $472,067 | — | $585,074 | $1,551,484 | $57,478 | $45,919 | $2,712,022 | | | 2022 | $449,519 | — | $371,475 | $1,152,140 | $— | $51,976 | $2,025,110 | | | 2021 | $424,615 | — | $325,000 | $652,584 | $35,999 | $47,800 | $1,485,998 | | Kurt R. Salvatori Chief Administrative Officer | 2023 | $404,641 | — | $456,019 | $1,024,747 | $120,016 | $44,956 | $2,050,379 | | | 2022 | $367,856 | — | $230,312 | $754,038 | $— | $49,600 | $1,401,806 | | | 2021 | $334,461 | — | $162,500 | $376,074 | $— | $47,800 | $920,835 | | John M. Rothka Chief Accounting Officer and Controller | 2023 | $252,558 | — | $112,500 | $317,400 | $16,113 | $39,661 | $738,232 | | | 2022 | $229,808 | — | $70,000 | $335,123 | $— | $40,576 | $675,507 | | | 2021 | $219,692 | — | $62,500 | $189,823 | $9,721 | $39,362 | $521,098 |

  86. Summary Compensation Table

    | (1) The amounts in this column represent base salaries before compensation reduction under any CEIX or affiliated company qualified retirement and/or 401(k) savings plan in effect during 2023. In addition, these salary amounts are not annualized but represent the amounts actually earned and paid to each NEO during 2023. |

  87. Summary Compensation Table

    | (2) The amount shown in this column for Mr. Brock represents a retention bonus, conditioned upon his continued employment through December 31, 2023 and achievement of set performance goals. |

  88. Summary Compensation Table

    | (3) The 2023 amounts shown in this column represent the aggregate grant date fair value of the time-based restricted stock unit awards granted in 2023 and 50% of the PSUs granted in 2023 computed in accordance with FASB ASC Topic 718. The assumptions used in determining the grant date fair value of the stock awards are set forth in Notes 1 and 18 to our consolidated financial statements, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The fair value per share is equal to the closing price of our common stock on the NYSE on the date of grant. |

  89. Summary Compensation Table

    | (4) The 2023 amounts shown in this column represent: |

  90. Summary Compensation Table

    | ● | Cash payments made to the NEOs under the 2023 STIC of $1,551,000 for Mr. Brock, $608,400 for Mr. Thakkar, $345,161 for Ms. Wiegand, $282,043 for Mr. Salvatori, and $88,838 for Mr. Rothka; |

  91. Summary Compensation Table

    | ● | Cash payments for (i) 50% of the first tranche of the PSUs granted in 2023 in the amount of $670,986 for Mr. Brock, $201,283 for Mr. Thakkar, $130,878 for Ms. Wiegand, $101,962 for Mr. Salvatori and $25,145 for Mr. Rothka; (ii) the second tranche of the PBCUs granted in 2022 in the amount of $4,623,670 for Mr. Brock, $840,994 for Mr. Thakkar, $858,779 for Ms. Wiegand, $532,409 for Mr. Salvatori and $161,766 for Mr. Rothka; and (iii) the third tranche of the PBCUs granted in 2021 in the amount of $1,166,654 for Mr. Brock, $166,665 for Mr. Thakkar, $216,666 for Ms. Wiegand, $108,333 for Mr. Salvatori and $41,651 for Mr. Rothka. |

  92. Summary Compensation Table

    See the discussion on pages 44 through 52 in the “Compensation Discussion and Analysis” section for additional information regarding the 2023 plan design, 2023 performance and payouts authorized under the 2023 STIC, and 2023 performance and payouts under the LTIC.

  93. Summary Compensation Table

    | (5) Amounts in this column reflect the actuarial increase in the present value of each NEO’s benefit under the Employee Retirement Plan, Restoration Plan, SERP, and New Restoration Plan between December 31, 2022, and December 31, 2023. These amounts were determined using the interest rate and mortality assumptions set forth in our consolidated financial statements, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts represent accounting values and were not realized by our NEOs during 2023. A zero is shown for 2022 because the actual change in pension value was a decrease in the amount of $1,006,752 for Mr. Brock, $27,890 for Ms. Wiegand, $499,045 for Mr. Salvatori and $13,024 for Mr. Rothka. A zero is shown in 2021 for Mr. Salvatori due to a decrease in the pension value in the amount of $58,139. These decreases are attributable to the change in the interest rate partially offset by an increase in accrued benefits. |

  94. Summary Compensation Table

    | 56 | - 2024 Proxy Statement |

  95. Summary Compensation Table

    EXECUTIVE COMPENSATION INFORMATION | Summary Compensation Table

  96. Summary Compensation Table

    | (6) The amounts shown in this column for 2023 are derived as follows: |

  97. Summary Compensation Table

    | Category | BROCK | THAKKAR | WIEGAND | SALVATORI | ROTHKA | | CEIX 401(k) Plan Matching Contributions(a) | $19,800 | $19,800 | $19,800 | $19,800 | $15,154 | | Vehicle Allowance or Company Car | $13,000 | $13,000 | $13,000 | $13,000 | $13,000 | | Executive Health Physical | $1,885 | — | $1,612 | — | — | | Business and Country Club Dues | $550 | — | — | — | — | | Spousal Travel | — | — | — | $649 | — | | Financial Planning | — | $11,630 | $11,507 | $11,507 | $11,507 |

  98. Summary Compensation Table

    | (a) Annual employer contribution to the CONSOL Energy Inc. 401(k) Plan. |

  99. Grants of Plan-Based Awards – 2023

    Grants of Plan-Based Awards – 2023 The following table sets forth each grant made to an NEO in the 2023 fiscal year under plans established by CEIX.

  100. Grants of Plan-Based Awards – 2023

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock | | Name | Type of Award | Grant Date | Number of Underlying Units | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | (Target)(4) | | James A. Brock | Annual STIC(1) | | | $750,000 | $1,500,000 | $3,000,000 | | | | | | | | PSU(2) | 2/7/23 | 32,025 | $1,000,000 | $2,000,000 | $4,000,000 | | | | | | | | RSU(3) | 2/7/23 | | | | | | | | 32,026 | $2,000,000 | | Mitesh B. | Annual STIC(1) | | | $300,000 | $600,000 | $1,200,000 | | | | | | | Thakkar | PSU(2) | 2/7/23 | 9,607 | $300,000 | $600,000 | $1,200,000 | | | | | | | | RSU(3) | 2/7/23 | | | | | | | | 9,608 | $600,000 | | Martha A. | Annual STIC(1) | | | $177,187 | $354,375 | $708,750 | | | | | | | Wiegand | PSU(2) | 2/7/23 | 6,245 | $195,024 | $390,049 | $780,098 | | | | | | | | RSU(3) | 2/7/23 | | | | | | | | 6,246 | $390,049 | | Kurt R. | Annual STIC(1) | | | $141,872 | $283,745 | $567,490 | | | | | | | Salvatori | PSU(2) | 2/7/23 | 4,868 | $152,006 | $304,012 | $608,024 | | | | | | | | RSU(3) | 2/7/23 | | | | | | | | 4,868 | $304,013 | | John M. | Annual STIC(1) | | | $46,463 | $92,927 | $185,854 | | | | | | | Rothka | PSU(2) | 2/7/23 | 1,200 | $37,500 | $75,000 | $150,000 | | | | | | | | RSU(3) | 2/7/23 | | | | | | | | 1,201 | $75,000 |

  101. Grants of Plan-Based Awards – 2023

    | (1) These awards were made pursuant to the 2023 STIC program, which is described in the “Compensation Discussion and Analysis” beginning on page 44. |

  102. Grants of Plan-Based Awards – 2023

    | (2) These awards were made pursuant to the 2023 LTIC program, which is described in the “Compensation Discussion and Analysis” beginning on page 48. The numbers above reflect the threshold (50%), the target (100%) and the maximum (200%) performance levels for the PSUs, which settle 50% in cash and 50% in stock. |

  103. Grants of Plan-Based Awards – 2023

    | (3) These awards were made pursuant to the 2023 LTIC program, which is described in the “Compensation Discussion and Analysis” beginning on page 48. The numbers above reflect the time-based RSUs. |

  104. Grants of Plan-Based Awards – 2023

    | (4) The values set forth in this column reflect awards of RSUs (at target) for each of our NEOs and are based on the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. The values set forth in this table may not correspond to the actual values that ultimately will be realized by the NEOs upon vesting and settlement. |

  105. Grants of Plan-Based Awards – 2023

    | - 2024 Proxy Statement | 57 |

  106. Grants of Plan-Based Awards – 2023

    EXECUTIVE COMPENSATION INFORMATION | CEO Employment Agreement

  107. Outstanding Equity Awards at Fiscal Year-End for CEIX – 2023

    Outstanding Equity Awards at Fiscal Year-End for CEIX – 2023 The following table sets forth unvested RSU, PSU, PBCU and MSU awards that have been awarded to our NEOs by CEIX and were outstanding as of December 31, 2023.

  108. Outstanding Equity Awards at Fiscal Year-End for CEIX – 2023

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | James A. Brock | 80,901(2) | $8,132,978 | 45,789(3) | $4,603,168 | | Mitesh B. Thakkar | 18,496(2) | $1,859,403 | 10,850(3) | $1,090,750 | | Martha A. Wiegand | 15,323(2) | $1,540,421 | 8,703(3) | $874,913 | | Kurt R. Salvatori | 10,496(2) | $1,055,163 | 6,060(3) | $609,212 | | John M. Rothka | 2,910(2) | $292,542 | 1,656(3) | $166,478 |

  109. Outstanding Equity Awards at Fiscal Year-End for CEIX – 2023

    | (1) The market value for RSUs and PSUs was determined by multiplying the closing market price for CEIX common stock on December 29, 2023 ($100.53) by the number of shares underlying the RSU / PSU awards. |

  110. Outstanding Equity Awards at Fiscal Year-End for CEIX – 2023

    | (2) This represents RSUs granted on February 8, 2022 and February 7, 2023, that vest in three equal, annual installments (subject to rounding) beginning on the first anniversary of the grant date. |

  111. Outstanding Equity Awards at Fiscal Year-End for CEIX – 2023

    | (3) This shows the number of unvested PSUs as of December 31, 2023. The performance period for the PSUs granted in 2022 is January 1, 2022 through December 31, 2024. The performance period for the PSUs granted in 2023 is January 1, 2023 through December 31, 2025. The PSUs vest in three equal, annual installments beginning with December 31st of the year of grant, subject to (i) for the 2022 PSUs, the achievement of pre-established performance metrics relating to ICP Free Cash Flow per Share*, Debt Level*, Scope 1 & 2 GHG Reduction (tons emitted) and subject to further modification of +/-20% for TSR performance and (ii) for the 2023 PSUs, the achievement of pre-established performance metrics relating to ICP Free Cash Flow per Share*, Scope 1 & 2 GHG Reduction (tons emitted) and subject to further modification of +/-20% for TSR performance. The amounts presented for the PSU awards are based on achieving the target performance level. |

  112. Stock Vested Table – 2023

    Stock Vested Table – 2023 The following table sets forth information concerning any vesting of PSUs, RSUs and MSUs of CEIX during fiscal year 2023.

  113. Stock Vested Table – 2023

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | James A. Brock | 364,486 | $25,287,234 | | Mitesh B. Thakkar | 24,516 | $2,024,571 | | Martha A. Wiegand | 45,599 | $3,412,972 | | Kurt R. Salvatori | 21,753 | $1,646,341 | | John M. Rothka | 8,261 | $627,465 |

  114. Stock Vested Table – 2023

    | (1) These amounts reflect the number of shares relating to the gross number of PSUs, RSUs, and MSUs that vested on the applicable vesting date, multiplied by the closing price of our common stock on the applicable vesting date, prior to the withholding of any shares to satisfy taxes for each of the NEOs affected. Values include the vesting of (i) RSU awards granted in 2020, 2021 and 2022, (ii) PSU awards granted in 2020 and 2021 and (iii) MSU awards granted in 2021. |

  115. Stock Vested Table – 2023

    | - 2024 Proxy Statement | 59 |

  116. Stock Vested Table – 2023

    EXECUTIVE COMPENSATION INFORMATION | Pension Benefits Table – 2023

  117. Pension Benefits Table – 2023

    Pension Benefits Table – 2023 The following table provides information with respect to each plan that provides for specified retirement payments or benefits, or payments or benefits that will be provided primarily following retirement, including tax-qualified defined benefit plans and non-qualified defined benefit plans (which we refer to as the Restoration Plan, the SERP, and the New Restoration Plan), but excluding nonqualified defined contribution plans.

  118. Pension Benefits Table – 2023

    | Name | CEIX Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | Payments During Last Fiscal Year ($) | | James A. Brock | Employee Retirement Plan | 34 | $1,193,193 | — | | | Retirement Restoration Plan | 25 | $146,957 | — | | | Supplemental Retirement Plan | 20 | $1,517,341 | — | | | New Restoration Plan | 12 | $1,174,988 | — | | Mitesh B. Thakkar | Employee Retirement Plan | — | $— | — | | | Retirement Restoration Plan | — | $— | — | | | Supplemental Retirement Plan | — | $— | — | | | New Restoration Plan | 4 | $143,305 | — | | Martha A. Wiegand | Employee Retirement Plan | 6 | $37,979 | — | | | Retirement Restoration Plan | — | $— | — | | | Supplemental Retirement Plan | — | $— | — | | | New Restoration Plan | 8 | $214,897 | — | | Kurt R. Salvatori | Employee Retirement Plan | 23 | $443,376 | — | | | Retirement Restoration Plan | — | $— | — | | | Supplemental Retirement Plan | 19 | $298,094 | — | | | New Restoration Plan | 12 | $217,703 | — | | John M. Rothka | Employee Retirement Plan | 9 | $22,660 | — | | | Retirement Restoration Plan | — | $— | — | | | Supplemental Retirement Plan | — | $— | — | | | New Restoration Plan | 3 | $36,776 | — |

  119. Pension Benefits Table – 2023

    | (1) The accumulated benefits included in this column were computed through December 31, 2023 using the assumptions stated in the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (Note 15). |

  120. Understanding Our Pension Benefits Table

    Understanding Our Pension Benefits Table This section provides information regarding CEIX’s retirement programs, which include the following plans that were either adopted or assumed in connection with the separation:

  121. Understanding Our Pension Benefits Table

    | • | Employee Retirement Plan |

  122. Understanding Our Pension Benefits Table

    | • | Restoration Plan |

  123. Understanding Our Pension Benefits Table

    | • | SERP |

  124. Understanding Our Pension Benefits Table

    | • | New Restoration Plan |

  125. Employee Retirement Plan

    Employee Retirement Plan CEIX assumed sponsorship of the CONSOL Energy Inc. Employee Retirement Plan, which was previously sponsored by our former parent and is a qualified defined benefit plan that pays retirement benefits based on years of service and compensation. The Pension Plan is a qualified plan, meaning that it is subject to a variety of Internal Revenue Service rules. Effective December 31, 2015, the Pension Plan was frozen and no employee, including any of our NEOs, is eligible for future accruals under the plan. Eligibility. Historically, the Pension Plan covered employees of CEIX and affiliated participating companies classified as regular, full-time employees or that completed 1,000 hours of service during a specified twelve-month period. As mentioned above, the plan was frozen effective December 31, 2015 for all participants. As a

  126. Employee Retirement Plan

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  127. Employee Retirement Plan

    EXECUTIVE COMPENSATION INFORMATION | Understanding Our Pension Benefits Table result of these amendments, none of our NEOs have accrued any additional benefits under the Pension Plan after December 31, 2015. Incapacity Retirement. Employees who have attained age 40 with at least 10 years of service who are deemed disabled and consequently receive a Social Security disability award (proving the disability occurred while employed by CEIX or a participating affiliated company) are eligible for an incapacity retirement resulting in an unreduced benefit under the Pension Plan, payable in the form of an annuity, commencing the month following termination. Messrs. Brock, Salvatori and Rothka and Ms. Wiegand have satisfied the age and service conditions necessary to be eligible for incapacity retirement under the Pension Plan as of December 31, 2023, if any such person had incurred a qualifying disability as of that date. Separation Retirement. Employees who terminate employment with five or more years of service prior to attaining age 50, or who have attained age 50 but have fewer than 10 years of service upon termination, qualify for separation retirement. The accrued vested benefit is payable at a reduced amount for payments commencing prior to age 65, or the full benefit may be paid at age 65. As of December 31, 2023, Mr. Rothka is eligible for separation retirement under the Pension Plan; provided, however, that he would not be entitled to payment until he attained age 50. Early Retirement. Employees who have completed 10 or more years of service and are age 50 or older upon termination are eligible for early retirement. Under early retirement, an employee may elect to defer payment to age 65 or elect to begin receiving payment the first of any month up to age 65, subject to a reduction for age. Payments commencing prior to age 65 are reduced based on various early reduction schedules depending upon age at the payment commencement date and years of service at the time of termination. As of December 31, 2023, Mr. Salvatori and Ms. Wiegand are eligible for early retirement under the Pension Plan. Normal Retirement. Employees who terminate employment and have attained age 65 qualify for normal retirement. Payment of the full benefit commences the month following termination. As of December 31, 2023, Mr. Brock is eligible for normal retirement under the Pension Plan. Form of Payment. The portion of accrued pension benefits earned under the Pension Plan as of December 31, 2005 may be, upon the election of the participant, paid in the form of a lump-sum payment except in the case of an incapacity retirement as discussed above. Pension benefits earned after January 1, 2006 are payable in the form of a single life annuity, 50% joint and survivor annuity, 75% joint and survivor annuity, or 100% joint and survivor annuity. Calculation of Benefits. Pension benefits, which are now frozen, are based on an employee’s years of service and average monthly pay during the employee’s five highest-paid years while eligible for service under the Pension Plan. Average monthly pay for this purpose excludes compensation in excess of limits imposed by the Code. Since the Pension Plan is frozen, average monthly pay is based on pay as of December 31, 2014 for Ms. Wiegand and Mr. Rothka and as of December 31, 2015 for Messrs. Brock and Salvatori. Prior to January 1, 2006, pension benefits were calculated based on the average monthly pay during the employee’s three highest-paid years and included annual amounts payable under CEIX’s STIC, again excluding compensation in excess of limits imposed by the Code.

  128. Potential Payments Upon Termination or Change in Control Tables

    Potential Payments Upon Termination or Change in Control Tables Except as otherwise provided, the following narrative and tables set forth the potential payments and the value of other benefits that would vest or otherwise accelerate vesting at, following, or in connection with any termination, including, without limitation, resignation, an incapacity retirement or an involuntary termination absent cause of one of our NEOs, or a CIC of CEIX as defined by applicable plans and agreements. For each currently employed NEO, the payments and benefits detailed in the tables below are in addition to any payments under our plans and arrangements that are offered or provided generally to all salaried employees on a non-discriminatory basis. The tables also assume that employment termination and/or a CIC occurred on December 31, 2023, and are based only on agreements in place as of December 31, 2023. A description of the key elements of the plans, arrangements and agreements covered by the following tables and which provide for payments or benefits in connection with a termination of employment or CIC are described under “Compensation Discussion and Analysis” and further explained in the section following these tables entitled “Understanding our Change in Control and Employment Termination Tables and Information.” The footnotes to the tables also describe the assumptions that were used in calculating the amounts described below.

  129. James A. Brock*

    | Payments Upon Termination: | Incapacity Retirement | Involuntary Termination Absent Cause | Death | Disability | CIC Termination(1) | | Compensation: | | | | | | | Base Salary | — | — | — | — | $3,000,000 | | Short-Term Incentive(2) | — | $1,500,000 | $1,500,000 | $1,500,000 | $5,729,632 | | Non-CIC Severance(3) | — | $2,000,000 | — | — | — | | Long-Term Incentive Compensation:(4) | | | | | | | RSUs: Unvested | $8,132,978 | $8,132,978 | $8,132,978 | — | $8,132,978 | | PBCs: Unvested | $3,046,863 | $3,046,863 | $3,046,863 | — | $3,046,863 | | Benefits and Perquisites: | | | | | | | Outplacement service(5) | — | — | — | — | $25,000 | | Healthcare Continuation(6) | — | $31,511 | — | — | $31,511 | | 401(k) payment(7) | — | — | — | — | $29,700 | | Supplemental Retirement Plan(8) | — | — | — | — | $99,420 | | New Restoration Plan(9) | — | — | — | — | $313,457 | | 280G Cutback(10) | — | — | — | — | — | | TOTAL | $11,179,841 | $14,711,352 | $12,679,841 | $1,500,000 | $20,408,561 |

  130. Mitesh B. Thakkar*

    | Payments Upon Termination: | Incapacity Retirement | Involuntary Termination Absent Cause | Death | Disability | CIC Termination(1) | | Compensation: | | | | | | | Base Salary | — | — | — | — | $1,500,000 | | Short-Term Incentive(2) | — | $600,000 | $600,000 | — | $1,500,000 | | Non-CIC Severance(3) | — | $600,000 | — | — | — | | Long-Term Incentive Compensation:(4) | | | | | | | RSUs: Unvested | — | $640,477 | $640,477 | — | $1,859,403 | | PBCs: Unvested | — | $439,009 | $439,009 | — | $1,090,751 | | Benefits and Perquisites: | | | | | | | Outplacement service(5) | — | — | — | — | $25,000 | | Healthcare Continuation(6) | — | $35,929 | — | — | $35,929 | | 401(k) payment(7) | — | — | — | — | $29,700 | | Supplemental Retirement Plan(8) | — | — | — | — | — | | New Restoration Plan(9) | — | — | — | — | $107,833 | | 280G Cutback(10) | — | — | — | — | — | | TOTAL | — | $2,315,415 | $1,679,486 | — | $6,148,616 |

  131. Martha A. Wiegand*

    | Payments Upon Termination: | Incapacity Retirement | Involuntary Termination Absent Cause | Death | Disability | CIC Termination(1) | | Compensation: | | | | | | | Base Salary | — | — | — | — | $945,000 | | Short-Term Incentive(2) | — | $354,375 | $354,375 | — | $708,750 | | Non-CIC Severance(3) | — | $472,500 | — | — | — | | Long-Term Incentive Compensation:(4) | | | | | | | RSUs: Unvested | $554,523 | $554,523 | $554,523 | — | $1,540,421 | | PBCs: Unvested | $367,638 | $367,638 | $367,638 | — | $874,913 | | Benefits and Perquisites: | | | | | | | Outplacement service(5) | — | — | — | — | $25,000 | | Healthcare Continuation(6) | — | $19,715 | — | — | $19,715 | | 401(k) payment(7) | — | — | — | — | $29,700 | | Supplemental Retirement Plan(8) | — | — | — | — | — | | New Restoration Plan(9) | — | — | — | — | $69,060 | | 280G Cutback(10) | — | — | — | — | — | | TOTAL | $922,161 | $1,768,751 | $1,276,536 | — | $4,212,559 |

  132. Kurt R. Salvatori*

    | Payments Upon Termination: | Incapacity Retirement | Involuntary Termination Absent Cause | Death | Disability | CIC Termination(1) | | Compensation: | | | | | | | Base Salary | — | — | — | — | $810,700 | | Short-Term Incentive(2) | — | $283,745 | $283,745 | — | $567,490 | | Non-CIC Severance(3) | — | $405,350 | — | — | — | | Long-Term Incentive Compensation:(4) | | | | | | | RSUs: Unvested | $371,659 | $371,659 | $371,659 | — | $1,055,163 | | PBCs: Unvested | $250,119 | $250,119 | $250,119 | — | $609,011 | | Benefits and Perquisites: | | | | | | | Outplacement service(5) | — | — | — | — | $25,000 | | Healthcare Continuation(6) | — | $35,340 | — | — | $35,340 | | 401(k) payment(7) | — | — | — | — | $29,700 | | Supplemental Restoration Plan(8) | — | — | — | — | $387,913 | | New Restoration Plan(9) | — | — | — | — | $53,449 | | 280G Cutback(10) | — | — | — | — | $(403,912) | | TOTAL | $621,778 | $1,346,213 | $905,523 | — | $3,169,854 |

  133. John M. Rothka

    | Payments Upon Termination: | Incapacity Retirement | Involuntary Termination Absent Cause | Death | Disability | CIC Termination(1) | | Compensation: | | | | | | | Base Salary | — | — | — | — | $379,500 | | Short-Term Incentive(2) | — | $92,927 | $92,927 | — | $180,645 | | Non-CIC Severance(3) | — | $253,000 | — | — | — | | Long-Term Incentive Compensation:(4) | | | | | | | RSUs: Unvested | $105,054 | $105,054 | $105,054 | — | $292,542 | | PBCs: Unvested | $69,768 | $69,768 | $69,768 | — | $166,478 | | Benefits and Perquisites: | | | | | | | Outplacement service(5) | — | — | — | — | $25,000 | | Healthcare Continuation(6) | — | $35,929 | — | — | $35,929 | | 401(k) payment(7) | — | — | — | — | — | | Supplemental Restoration Plan(8) | — | — | — | — | — | | New Restoration Plan(9) | — | — | — | — | — | | 280G Cutback(10) | — | — | — | — | — | | TOTAL | $174,822 | $556,678 | $267,749 | — | $1,080,094 |

  134. John M. Rothka

    | (4) Under the terms of the CIC and severance agreements adopted in 2018, all of the outstanding equity awards would vest in the event of a CIC resulting in the NEO’s termination of employment. The accelerated awards shown in this section for Messrs. Brock, Salvatori, Thakkar, Rothka and Ms. Wiegand relate to the RSU awards granted on February 8,2022 and February 7,2023, the PBCs granted on February 8, 2022, and February 7, 2023. Awards shown in this section are valued based on the company’s closing stock price of $100.53 on December 29, 2023. Under the current equity award agreements, if the grantee terminates employment on or after attaining age sixty with twenty or more years of service, then the equity vests in full. Mr. Brock is the only NEO who currently meets these requirements. |

  135. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with Item 402(u) of Regulation S-K promulgated by the SEC under the Dodd-Frank Wall Street Reform Act and Consumer Protection Act of 2010, we determined the ratio of the annual total compensation of Mr. Brock, our Chief Executive Officer, relative to the annual total compensation of our median employee. We identified our median employee by using 2023 W-2 wages for U.S. individuals who were employed by CEIX and its affiliates on December 31, 2023, which included all of the Company’s 2,020 employees. We determined total compensation for the median employee in the same manner as the “SEC Total” column shown for Mr. Brock in the Summary Compensation Table on page 56. Pay elements that were included to determine total annual compensation for the median employee were:

  136. Pay Ratio Disclosure

    | • | Base salary, including overtime, vacation and holiday pay; |

  137. Pay Ratio Disclosure

    | • | Annual cash incentive; and |

  138. Pay Ratio Disclosure

    | • | 401(k) matching contribution. |

  139. Pay Ratio Disclosure

    We determined that the 2023 annual total compensation of our median employee was $125,845, and Mr. Brock’s 2023 annual total compensation was $13,194,665. The ratio of Mr. Brock’s total annual compensation to the median employee’s total annual compensation is 105 to 1. The pay ratio determination is made solely with respect to “Total Compensation” without regard to hours worked or employee duties or responsibilities. Based upon data collected by Mercer, our independent compensation consultant, in 2022 the average ratio of the compensation of the Chief Executive Officer to median employee of 494 of the companies included in the S&P 500 Index was 258 to 1 and among 67 companies that have reported such ratio as of February 21, 2024 with respect to 2023 compensation, the average ratio of Chief Executive Officer to median employee compensation was 310 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with the pay ratio SEC rules based on our payroll and employment records and the methodology described above.

  140. Pay versus Performance Disclosure

    Pay versus Performance Disclosure In accordance with Item 402(v) of Regulation S-K promulgated by the SEC under the Dodd-Frank Wall Street Reform Act and Consumer Protection Act of 2010, the following table shows the past four fiscal years’ total compensation for our named executive officers as set forth in the Summary Compensation Table, the “compensation actually paid” to our named executive officers (as determined under SEC rules), our total shareholder return (TSR), the TSR of our peer group disclosed in the Compensation Discussion and Analysis over the same period, our net income (loss), and our ICP free cash flow.*

  141. Pay versus Performance Disclosure

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  142. Pay versus Performance Disclosure

    Pay versus Performance

  143. 2023 Pay versus Performance Table

    2023 Pay versus Performance Table

  144. 2023 Pay versus Performance Table

    | Year | Summary Compensation Table total for CEO (1) ($) | Average Summary Compensation Table total for other NEOs (2) ($) | Compensation actually paid to CEO (3) ($) | Average compensation actually paid to other NEOs (3) ($) | TSR (4) ($) | Peer group TSR (4) ($) | Net income (loss) ($ in thousands) | ICP Free Cash Flow* ($in thousands) | | 2023 | 13,194,665 | 2,231,481 | 20,455,474 | 3,162,417 | 740.94 | 653.90 | 655,892 | 845,846 | | 2022 | 9,963,103 | 1,477,694 | 33,755,260 | 3,694,785 | 462.15 | 454.34 | 466,979 | 585,224 | | 2021 | 7,115,513 | 1,029,306 | 20,081,272 | 2,158,019 | 156.56 | 204.93 | 34,110 | 184,001 | | 2020 | 6,740,223 | 1,547,535 | 4,862,793 | 1,293,669 | 49.70 | 65.60 | (13,214) | 108,937 |

  145. 2023 Pay versus Performance Table

    (1) The CEO for each of 2023, 2022, 2021, and 2020 was James A. Brock. (2) The other named executive officers for each of 2023, 2022, and 2021 were Mitesh B. Thakkar, Martha A. Wiegand, Kurt R. Salvatori, and John M. Rothka. The other named executive officers for 2020 were Martha A. Wiegand, Kurt R. Salvatori, and James McCaffrey. (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable named executive officer without restriction, but rather is a valuation calculated under applicable SEC rules. For purposes of the pension valuation adjustments shown below, there was no prior service cost to report. In addition, for purposes of the equity award adjustments shown below, no equity awards were cancelled due to failure to meet vesting conditions, no equity awards were granted and vested in the same year, and there are no dividends or interest accrued to report. The following table details these adjustments:

  146. 2023 Pay versus Performance Table

    | Year | Executive(s) | Summary compensation table total for covered year ($) | Pension Valuation Adjustments | | Equity Award Adjustments | | | | | | | | Deduct change in pension value during covered year ($) | Include pension service cost adjustment during covered year ($) | Deduct stock award value as reported in SCT for covered year ($) | Add year-end value of awards granted in covered year and outstanding and unvested as of covered year-end ($) | Change in value as of covered year-end (as compared to prior year-end) of equity awards granted prior to covered year and outstanding and unvested as of covered year-end ($) | Change in value as of vesting date (as compared to prior year-end) of equity awards granted prior to covered year that vested during covered year ($) | | 2023 | CEO | 13,194,665 | (147,121) | — | (3,000,000) | 5,179,263 | 1,799,614 | 3,429,052 | | | Other NEOs | 2,231,481 | (65,387) | 12,461 | (513,398) | 886,275 | 232,933 | 378,053 | | 2022 | CEO | 9,963,103 | — | — | (2,000,000) | 4,670,771 | 15,927,406 | 5,193,980 | | | Other NEOs | 1,477,694 | (4,171) | 13,558 | (258,884) | 604,560 | 1,267,074 | 594,955 | | 2021 | CEO | 7,115,513 | (26,152) | — | (1,750,000) | 7,645,348 | 6,752,916 | 343,646 | | | Other NEOs | 1,029,306 | (19,622) | 12,726 | (200,000) | 873,751 | 427,475 | 34,383 | | 2020 | CEO | 6,740,223 | (674,326) | 47,818 | (3,483,000) | 2,680,799 | (350,716) | (98,005) | | | Other NEOs | 1,547,535 | (122,692) | 16,289 | (533,333) | 437,603 | (40,393) | (11,340) |

  147. 2023 Pay versus Performance Table

    (4) TSR is determined based on the value of an initial fixed investment of $100 from December 31, 2019 through December 31, 2023. The peer group TSR represents TSR of the peer group disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

  148. 2023 Pay versus Performance Table

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  149. 2023 Pay versus Performance Table

    Pay versus Performance

  150. Relationship between “Compensation Actually Paid” and Performance Measures

    Relationship between “Compensation Actually Paid” and Performance Measures We believe the table above shows the strong link between compensation actually paid to our executives and our company’s performance, consistent with our compensation philosophy and as described in our Compensation Discussion and Analysis on page 37. Specifically: • Our cumulative TSR has generally aligned with our peer group TSR over the past three years, demonstrating valuable returns delivered to our shareholders. The CEO and non-CEO “compensation actually paid” each year generally tracks our TSR performance and only increased when our TSR increased. In 2023, our compensation actually paid increased in line with a significant increase in our TSR. • Likewise, the CEO and non-CEO “compensation actually paid” increased as our Net Income and ICP Free Cash Flow* increased; demonstrating strong correlation between pay and performance.

  151. Reconciliation of Non-GAAP Measures

    Reconciliation of Non-GAAP Measures Our management team uses a variety of financial and operating metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability, and include financial measures that have not been calculated in accordance with accounting principles generally accepted in the United States (“GAAP”). The metrics include: (i) adjusted EBITDA, a non-GAAP financial measure; (ii) coal production and sales volumes; (iii) realized coal revenue, a non-GAAP financial measure; (iv) cost of coal sold, a non-GAAP financial measure; (v) cash cost of coal sold, a non-GAAP financial measure; (vi) average realized coal revenue per ton sold, an operating ratio derived from non-GAAP financial measures; (vii) average cash cost of coal sold per ton, an operating ratio derived from non-GAAP financial measures; (viii) average cash margin per ton sold, an operating ratio derived from non-GAAP financial measures; (ix) free cash flow, a non-GAAP financial measure; (x) Itmann Mine Operating EBITDA, a non-GAAP financial measure; (xi) Baltimore Terminal Operating EBITDA, a non-GAAP financial measure; (xii) ICP free cash flow and ICP free cash flow per share, non-GAAP financial measures; (xiii) debt level, a non-GAAP financial measure; (xiv) net (cash)/debt level, a non-GAAP financial measure; and (xv) total recurring revenues and other income, a non-GAAP financial measure. We believe that Adjusted EBITDA provides a helpful measure of comparing our operating performance with the performance of other companies that have different financing, capital structures and tax rates than ours. We believe realized coal revenue, average realized coal revenue per ton sold, cost of coal sold, cash cost of coal sold, average cash cost of coal sold per ton, average cash margin per ton sold, free cash flow, Itmann Mine operating EBITDA, Baltimore Terminal operating EBITDA, ICP free cash flow, ICP free cash flow per share and total recurring revenues and other income are useful measures of our operating performance because they normalize the volatility contained within comparable GAAP measures by adjusting for certain non-operating or non-cash transactions. We believe realized coal revenue and average realized coal revenue per ton sold provide useful information to investors because they better reflect our earnings by including the settled costs (or gains) of our commodity derivatives for the period. Each of these non-GAAP metrics are used as supplemental financial measures by management and by external users of our financial statements, such as investors, industry analysts, lenders and ratings agencies, to assess:

  152. Reconciliation of Non-GAAP Measures

    | • | our operating performance as compared to the operating performance of other companies in the coal industry, without regard to financing methods, historical cost basis, tax rates or capital structure; |

  153. Reconciliation of Non-GAAP Measures

    | • | the ability of our assets to generate sufficient cash flow; |

  154. Reconciliation of Non-GAAP Measures

    | • | our ability to incur and service debt and fund capital expenditures; |

  155. Reconciliation of Non-GAAP Measures

    | • | the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities; and |

  156. Reconciliation of Non-GAAP Measures

    | • | the attractiveness of capital projects and acquisitions and the overall rates of return on alternative investment opportunities. |

  157. Reconciliation of Non-GAAP Measures

    Management believes that the non-GAAP measure of free cash flow is meaningful to investors because management reviews cash flows generated from operations and non-core asset sales after taking into consideration capital expenditures due to the fact that these expenditures are considered necessary to maintain and expand CEIX’s asset base and are expected to generate future cash flows from operations. It is important to note that free cash flow as defined in our compensation program (ICP free cash flow) differs slightly from the measure of free cash flow disclosed in our quarterly earnings releases and that free cash flow does not represent the residual cash flow available for discretionary expenditures since other non-discretionary expenditures, such as mandatory debt service requirements, are not deducted from the measure. Additionally, management believes that the non-GAAP measures of debt level and net (cash)/debt level are meaningful to investors because management reviews our cash and cash equivalents and our long-term debt obligations since these are important measures to monitor leverage and evaluate the balance sheet.

  158. Reconciliation of Non-GAAP Measures

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  159. Reconciliation of Non-GAAP Measures

    Non-GAAP financial measures should not be considered an alternative to operating and other costs, total coal revenue, total revenue and other income, net income, operating cash flow, or any other measure of financial performance presented in accordance with GAAP. These measures exclude some, but not all, items that affect measures presented in accordance with GAAP, and these measures and the way we calculate them may vary from those of other companies. As a result, the items presented below may not be comparable to similarly titled measures of other companies. This Proxy Statement contains references to certain non-GAAP measures, including in the CD&A section discussing the targets under the 2023 STIC program and the LTIC programs. The non-GAAP measures discussed in this Proxy Statement and their definitions are provided below.

  160. Reconciliation of Non-GAAP Measures

    | • | Realized Coal Revenue, Average Realized Coal Revenue per Ton Sold and Average Cash Margin per Ton Sold. We define realized coal revenue as total coal revenue, net of settlements of commodity derivatives. We define average realized coal revenue per ton sold as total coal revenue, net of settlements of commodity derivatives divided by tons sold. We define average cash margin per ton sold as average realized coal revenue per ton sold, net of average cash cost of coal sold per ton. The GAAP measure most directly comparable to realized coal revenue, average realized coal revenue per ton sold and average cash margin per ton sold is total coal revenue. |

  161. Reconciliation of Non-GAAP Measures

    | • | Free Cash Flow. We define free cash flow as net cash provided by operating activities plus proceeds from sales of assets less capital expenditures and investments in mining-related activities. The GAAP measure most directly comparable to free cash flow is net cash provided by operating activities. |

  162. Reconciliation of Non-GAAP Measures

    | • | Adjusted EBITDA. Adjusted EBITDA is defined as (i) net income (loss) plus income taxes, interest expense and depreciation, depletion and amortization, as adjusted for (ii) certain non-cash items, such as stock-based compensation, loss on debt extinguishment and fair value adjustments of commodity derivative instruments. The GAAP measure most directly comparable to Adjusted EBITDA is net income (loss). |

  163. Reconciliation of Non-GAAP Measures

    | • | ICP Free Cash Flow. ICP free cash flow means incentive compensation plan (“ICP”) free cash flow, which is defined as Adjusted EBITDA less capital expenditures less 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). |

  164. Reconciliation of Non-GAAP Measures

    | • | ICP Free Cash Flow per Share. We define ICP free cash flow per share as ICP free cash flow divided by the number of shares of the Company’s common stock outstanding as of the end of the applicable fiscal year. The GAAP measure most directly comparable to ICP free cash flow per share is net income (loss). |

  165. Reconciliation of Non-GAAP Measures

    | • | Cost of Coal Sold, Cash Cost of Coal Sold and Average Cash Cost of Coal Sold per Ton. Cost of coal sold includes items such as direct operating costs, royalty and production taxes, direct administration costs, and depreciation, depletion and amortization costs on production assets. Cost of coal sold excludes any indirect costs and other costs not directly attributable to the production of coal. The cash cost of coal sold includes cost of coal sold less depreciation, depletion and amortization costs on production assets. We define average cash cost of coal sold per ton as cash cost of coal sold divided by tons sold. The GAAP measure most directly comparable to cost of coal sold, cash cost of coal sold and average cash cost of coal sold per ton is operating and other costs. |

  166. Reconciliation of Non-GAAP Measures

    | • | Debt Level. Debt level is defined as the annual debt levels during each year of the applicable performance period, less restricted cash related to the undrawn portion of the Pennsylvania Economic Development Financing Authority (“PEDFA”) bonds. The GAAP measure most directly comparable to debt level is total long-term debt. |

  167. Reconciliation of Non-GAAP Measures

    | • | Net (Cash)/Debt Level. Net (cash)/debt level is defined as the annual debt levels during each year of the applicable performance period, less all restricted cash, all unrestricted cash and cash equivalents, short-term investments and the cash spent on share repurchases. The GAAP measure most directly comparable to net (cash)/debt level is total long-term debt. |

  168. Reconciliation of Non-GAAP Measures

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  169. Reconciliation of Non-GAAP Measures

    | • | Total Recurring Revenues and Other Income. Total recurring revenues and other income is defined as total revenue and other income, less fair value adjustments of commodity derivatives and gains/losses on sales of assets. The GAAP measure most directly comparable to total recurring revenues and other income is total revenue and other income. |

  170. Reconciliation of Non-GAAP Measures

    | • | Itmann Mine Operating EBITDA. Itmann Mine operating EBITDA is defined as Adjusted EBITDA plus general and administrative costs and other costs not directly attributable to operations. |

  171. Reconciliation of Non-GAAP Measures

    | • | Baltimore Terminal Operating EBITDA. Baltimore Terminal operating EBITDA is defined as Adjusted EBITDA plus general and administrative costs and other costs not directly attributable to operations. |

  172. Reconciliation of Non-GAAP Measures

    The reconciliation of each of these non-GAAP measures to its closest GAAP measure follows immediately below.