DEF 14A of Core Natural Resources, Inc., Mar 17, 2025

DEF 14A of Core Natural Resources, Inc.

Filed Mar 17, 2025 · FY20240001193125-25-055703

Open on EDGAR

  1. Biographies of Director Nominees

    Biographies of Director Nominees

  2. Biographies of Director Nominees

    | JAMES A. BROCK | | | | EXECUTIVE CHAIR OF CORE | Director Since: 2017 Age: 68 Term Expires: 2025 | Core Committees: None |

  3. Biographies of Director Nominees

    BACKGROUND: James A. Brock has served as our Executive Chair since January 14, 2025 (the “Effective Date”) upon consummation of the Merger. Prior to the Effective Date, Mr. Brock was CONSOL’s Chief Executive Officer and member of the board of directors, serving in such capacity since 2017. With a career in coal spanning nearly five decades, Mr. Brock’s extensive industry knowledge and operational expertise provide Core with invaluable leadership and insight. Mr. Brock began his mining career in 1979 as a summer student at CONSOL’s Matthews Mine and since then has served at various locations in many positions including Section Foreman, Longwall Coordinator, Mine Foreman, Superintendent, Chief Operating Officer (Coal) of CNX Resources, and as CEO and Chairman of CONSOL Coal Resources LP immediately prior to assuming the role of CONSOL’s Chief Executive Officer in 2017. 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 previously served on the board of directors of West Virginia Coal Association and was inducted into the WVU Hall of Fame in 2016. He is a graduate of Eastern Kentucky University. Other Current Public Company Directorships: None. Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): CONSOL Coal Resources LP (2015 - 2020).

  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 Core, provides our Board with valuable experience and skills the Board seeks to maintain. |

  5. Biographies of Director Nominees

    | HOLLY KELLER KOEPPEL | | | | FORMER MANAGING PARTNER— GATEWAY INFRASTRUCTURE INVESTMENTS L.P. | Director Since: 2025 Age: 66 Term Expires: 2025 | Core Committees: • Nominating and Corporate Governance • Health, Safety and Environmental |

  6. Biographies of Director Nominees

    BACKGROUND: Holly Keller Koeppel joined the Board on the Effective Date upon consummation of the Merger, and currently serves as a member of our Board’s Nominating and Corporate Governance Committee and Health, Safety and Environmental Committee. Prior to the Merger, Ms. Koeppel was a member of the board of directors of Arch and served on its Personnel and Compensation Committee and as the chair of its ESG and Nominating Committee. Ms. Koeppel served as Managing Partner and head of Gateway Infrastructure Investments L.P. (an infrastructure fund targeting investments in transportation, utility and energy infrastructure) from March 2015 to January 2017. From 2010 to February 2015, she was Partner and Global Co-Head of Citi Infrastructure Investors, a division of Citigroup, Inc. Ms. Koeppel served as Executive Vice President and Chief Financial Officer of American Electric Power Corporation (“AEP”) (a public utility holding company) from 2006 to 2009 and held several additional executive positions at AEP from 2000 to 2006. Other Current Public Company Directorships: AES Corporation (a utility and power generation company) (since April 2015); British American Tobacco plc (a British consumer goods company) (since July 2017); and Flutter Entertainment plc (an international sports betting company) (since May 2021). Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): Vesuvius plc (a ceramics company) (April 2017-May 2021) and Arch (February 2019-January 2025).

  7. Biographies of Director Nominees

    | QUALIFICATIONS: With her finance and accounting, senior management and leadership experience, as well as her substantial knowledge of the energy industry, Ms. Koeppel contributes to the mix of experience and qualifications the Board seeks to maintain. Further, Ms. Koeppel’s service as Executive Vice President and Chief Financial Officer of AEP and her other public company board experience provides valuable insight and perspective to the Board. |

  8. Biographies of Director Nominees

    | | 2025 Proxy Statement | 13 |

  9. Biographies of Director Nominees

    | PATRICK A. KRIEGSHAUSER | | | | FORMER EXECUTIVE VICE PRESIDENT — ARCHKEY HOLDINGS, INC. | Director Since: 2025 Age: 63 Term Expires: 2025 | Core Committees: • Audit (Chair) • Health, Safety and Environmental |

  10. Biographies of Director Nominees

    BACKGROUND: Patrick A. Kriegshauser joined the Board on Effective Date upon consummation of the Merger and currently serves as the chair of our Board’s Audit Committee and a member of our Health, Safety and Environmental Committee. Prior to the Merger, Mr. Kriegshauser was a member of the board of directors of Arch and served as the chair of its Audit Committee. Mr. Kriegshauser served as Executive Vice President and a director of ArchKey Holdings, Inc., a privately held company (“ArchKey”) until November 1, 2024, having previously served as its Executive Vice President and Chief Financial Officer from July 2017 until July 2023. Mr. Kriegshauser also served as Executive Vice President, Chief Financial Officer and principal owner of Sachs Electric Company, which is owned by ArchKey, from 1985 to 2000. Mr. Kriegshauser served in various senior level capacities at Arch, including serving as Arch’s Senior Vice President and Chief Financial Officer from 1996 to 2000. He started his career at PricewaterhouseCoopers LLP (a Big Four accounting firm) in 1981. Other Current Public Company Directorships: None. Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): Arch (October 2016 - January 2025).

  11. Biographies of Director Nominees

    | QUALIFICATIONS: Mr. Kriegshauser brings extensive finance and accounting, senior management and board leadership experience to the Board. Further, having served as Chief Financial Officer of ArchKey Holdings, Inc., Sachs Electric and Arch and other experience serving on other boards of directors, including another company in the mining industry, Mr. Kriegshauser has substantial knowledge of the coal and energy industries, which brings great value to our Board. |

  12. Biographies of Director Nominees

    | PAUL A. LANG | | | | CHIEF EXECUTIVE OFFICER OF CORE | Director Since: 2025 Age: 64 Term Expires: 2025 | Core Committees: None |

  13. Biographies of Director Nominees

    BACKGROUND: Paul A. Lang has served as our Chief Executive Officer and a member of our Board since the Effective Date upon consummation of the Merger. Prior to the Merger, Mr. Lang was a member of the board of directors of Arch and he served as the Chief Executive Officer of Arch from April 2020 to the Effective Date. A forty-one-year industry veteran with extensive understanding of the mining industry, Mr. Lang joined Arch in 1984 and held various senior leadership roles, including President and Chief Operating Officer, Executive Vice President and Chief Operating Officer, and a variety of engineering and operating positions. Mr. Lang is a member of the executive committee and the chairman of the National Mining Association and Board of Trustees at the Missouri University of Science and Technology (a public university). He also has experience serving on the boards of directors of private companies, including Knight Hawk Holdings, LLC (a coal mining company). Mr. Lang received a Bachelor of Science in Mining Engineering from Missouri University of Science and Technology as well as an honorary professional degree in Mining Engineering. He is a graduate of the Advanced Management Program at Harvard Business School and a registered licensed professional engineer in six states. Other Current Public Company Directorships: None. Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): Arch (February 2020 - January 2025).

  14. Biographies of Director Nominees

    | QUALIFICATIONS: Through his tenure as Chief Executive Officer and his prior senior positions with Arch that span over nearly 40 years, Mr. Lang contributes extensive experience and intimate knowledge of all aspects of operations and marketing, as well as a vast understanding of the mining industry to the Board. |

  15. Biographies of Director Nominees

    | 14 | | 2025 Proxy Statement |

  16. Biographies of Director Nominees

    | RICHARD A. NAVARRE | | | | FORMER CHIEF EXECUTIVE OFFICER AND PRESIDENT— COVIA CORPORATION; LEAD INDEPENDENT DIRECTOR OF CORE | Director Since: 2025 Age: 64 Term Expires: 2025 | Core Committees: • Compensation • Nominating and Corporate Governance (Chair) |

  17. Biographies of Director Nominees

    BACKGROUND: Richard A. Navarre joined the Board on Effective Date upon consummation of the Merger, and currently serves as a member of our Board’s Compensation Committee and as the chair of our Nominating and Corporate Governance Committee. Prior to the Merger, Mr. Navarre was the chair of the board of directors of Arch and served on its ESG and Nominating Committee and as the chair of its Personnel and Compensation Committee. Mr. Navarre served as Chief Executive Officer and President of Covia Corporation, a privately held company, from May 2019 to May 2021. He served as President and Chief Commercial Officer of Peabody Energy Corporation (“Peabody”) (a public coal mining company) from 2008 until 2012 and as Peabody’s Chief Financial Officer and Executive Vice President of Corporate Development from 1999 to 2008. Prior to joining Peabody in 1993, Mr. Navarre was a senior manager with KPMG, LLP (a Big Four accounting firm). Other Current Public Company Directorships: Civeo Corporation (a workforce accommodations specialist) (since June 2014); and Natural Resource Partners L.P. (a natural resource company) (since October 2013). Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): Covia Corporation (June 2018 - May 2021) and Arch (October 2016 - January 2025).

  18. Biographies of Director Nominees

    | QUALIFICATIONS: Mr. Navarre has extensive understanding of the coal and energy industries through his long tenure with Peabody, where he served in many executive-level positions including President, Chief Commercial Officer and Chief Financial Officer, and also through his service on the board of directors, and as chair of the board, of United Coal Company LLC. Moreover, through his leadership, operations, strategic planning, finance and accounting, senior management and marketing experience, Mr. Navarre brings valuable competencies and skills to the Board. |

  19. Biographies of Director Nominees

    | CASSANDRA PAN | | | | FORMER PRESIDENT OF FENNER DUNLOP AMERICAS | Director Since: 2023 Age: 66 Term Expires: 2025 | Core Committees: • Health, Safety and Environmental (Chair) • Compensation |

  20. 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 a member of the Compensation 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. Other Current Public Company Directorships: None.

  21. 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. Her professional experience in addressing a variety of operational and strategic aspects relating to the business, finance, 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. |

  22. Biographies of Director Nominees

    | | 2025 Proxy Statement | 15 |

  23. Biographies of Director Nominees

    | VALLI PERERA | | | | FORMER PARTNER OF DELOITTE | Director Since: 2023 Age: 67 Term Expires: 2025 | Core Committees: • Nominating and Corporate Governance • Audit |

  24. 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 and Audit Committee. Ms. Perera is a seasoned executive with over 40 years of professional services and corporate experience. She retired from Deloitte (a Big Four accounting firm), 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, from 2012 to 2024, Ms. Perera served on the board of directors for Communities in Schools of Chicago, a non-profit organization and was 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. Other Current Public Company Directorships: None. Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): None.

  25. 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 and skills that the Board seeks to maintain. |

  26. Biographies of Director Nominees

    | JOSEPH P. PLATT | | | | GENERAL PARTNER—THORN PARTNERS LP | Director Since: 2017 Age: 77 Term Expires: 2025 | Core Committees: • Compensation (Chair) • Audit |

  27. Biographies of Director Nominees

    BACKGROUND: Joseph P. Platt joined the Board on November 28, 2017. He currently serves as the chair of our Board’s Compensation Committee and a member of our Audit Committee. Mr. Platt previously served as a member of the board of directors of CNX from May 2016 until November 28, 2017, when CONSOL 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. Other Current Public Company Directorships: Greenlight Capital Re, Ltd (since 2004). Former Public Company Directorships in Past Five Years (including companies that are no longer publicly listed): None.

  28. Biographies of Director Nominees

    | QUALIFICATIONS: Mr. Platt brings significant financial, compensation and risk management expertise to our Board through his prior board memberships that have spanned over 20 years and through his familiarity with our industry and operations. |

  29. 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.

  30. Biographies of Director Nominees

    | 16 | | 2025 Proxy Statement |

  31. Biographies of Director Nominees

    | BOARD OF DIRECTORS AND COMPENSATION INFORMATION |

  32. Board of Directors and Its Committees

    Board of Directors and Its Committees

  33. Board of Directors

    Board of Directors The business and affairs of Core are managed under the direction of our Board. Under our Amended and Restated Certificate of Incorporation, as amended, all directors are subject to election annually. Under the Company’s Corporate Governance Guidelines, each director is expected to spend the time needed and meet as frequently as necessary to properly perform his or her duties and responsibilities, including attending the annual stockholders’ meeting. All of Core’s directors who were serving at that time attended the 2024 Annual Meeting of Stockholders, and all of our directors are expected to attend this year’s Annual Meeting.

  34. Director Compensation Table—2024

    Director Compensation Table—2024 The following table sets forth the compensation elements of our non-employee directors for the 2024 fiscal year:

  35. Director Compensation Table—2024

    | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3), (7) | All Other Compensation | Total | | John T. Mills | $186,667 | $150,000 | $0 | $336,667 | | Cassandra Pan(4) | $153,333 | $150,000 | $0 | $303,333 | | Valli Perera(5) | $155,833 | $150,000 | $0 | $305,333 | | Joseph P. Platt | $153,333 | $150,000 | $0 | $303,333 | | William P. Powell(6) | $69,167 | -- | $0 | $69,167 |

  36. Director Compensation Table—2024

    | (1) While Mr. Brock, our Chief Executive Officer during 2024, is a member of our Board, his name does not appear in this table and his compensation for his services in 2024 is reported in the Summary Compensation Table and other sections of this Proxy Statement. In 2024, he did not receive any additional compensation in connection with his service on our Board. |

  37. Director Compensation Table—2024

    | (2) Amounts shown in this column represent the cash retainer paid to each of our non-employee directors (including additional Committee Chair, Board Chair, Lead Independent Director and Audit Committee member retainers) during 2024. During 2024, 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; Ms. Perera served as the Chair of our Nominating and Corporate Governance Committee and was a member of our Audit Committee, Compensation Committee (effective March 27, 2024) 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 Audit Committee (effective March 27, 2024) and Nominating and Corporate Governance Committee; and 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 until his passing on March 21, 2024. Amounts shown in this column do not include any compensation paid in connection with the closing of the Merger, including certain cash retainer fees paid to non-employee directors in January 2025 upon the closing of the Merger. |

  38. Director Compensation Table—2024

    | (3) This includes the value of the 2024 annual restricted stock unit (“RSU”) award made to each of our non-employee directors on May 7, 2024. These amounts represent the aggregate grant date fair value of stock units granted in 2024 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 our common stock on the date of the 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, 2024. |

  39. Director Compensation Table—2024

    | (4) Ms. Pan elected to defer receipt of her RSU award for the 2024-2025 year, covering 1,733 RSUs, until her termination of service with the Board. |

  40. Director Compensation Table—2024

    | (5) Ms. Perera elected to defer receipt of her RSU award for the 2024-2025 year, covering 1,733 RSUs, until her termination of service with the Board. |

  41. Director Compensation Table—2024

    | (6) Amounts shown reflect Mr. Powell’s cash retainers during the period in which he served on the Board in 2024 prior to his passing in March 2024. |

  42. Director Compensation Table—2024

    | (7) The outstanding equity awards held by our non-employee directors on December 31, 2024, are set forth below. Each unvested, outstanding equity award vested in full as of the Effective Date of the Merger. |

  43. Director Compensation Table—2024

    | Name | No. of Shares or Units of Stock That Have not Vested | | John T. Mills | 1,733 | | Cassandra Pan | 1,733 | | Valli Perera | 1,733 | | Joseph P. Platt | 1,733 |

  44. Director Compensation Table—2024

    | 28 | | 2025 Proxy Statement |

  45. Director Compensation Table—2024

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

  46. Understanding Our Director Compensation Table

    Understanding Our Director Compensation Table In 2024, each non-employee director was entitled to receive an annual equity award in the form of RSUs valued at $150,000 as of the close of business on the date of the grant, which in 2024 was May 7, 2024. The RSU awards vest on the first anniversary of the grant date. In 2024, each non-employee director was also entitled to receive a cash Board Retainer, and if he or she served as Lead Independent Director, a Committee Chair, or an Audit Committee member, an additional cash retainer for his or her services as follows:

  47. Understanding Our Director Compensation Table

    | Element of Compensation | Dollar Value of Board Compensation | | Lead Independent Director Retainer | $175,000(1) | | Board Retainer | $140,000 | | Committee Chair Retainer (other than Audit & Compensation) | $15,000 | | Audit Committee Chair Retainer | $30,000 | | Compensation Committee Chair Retainer | $20,000 | | Audit Committee Member Retainer | $10,000 |

  48. Understanding Our Director Compensation Table

    | (1) This value includes both the annual cash retainer of $140,000 and the additional $35,000 retainer paid to the Lead Independent Director. |

  49. Understanding Our Director Compensation Table

    During 2024, 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 continued to be appropriate and consistent with broadly observed market practices, (2) the compensation levels were 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”) was reasonably positioned as compared to the Company’s peer group members.

  50. 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; |

  51. 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. |

  52. Summary of Key Compensation Considerations and Decisions in 2024

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

  53. Summary of Key Compensation Considerations and Decisions in 2024

    | • | The Compensation Committee incorporated performance measures specific to CONSOL Innovations revenue growth and capital expenditure management in the 2024 LTIC in order to incent the development of new uses and products for our coal in carbon material intensive industries and ensure the efficient deployment of our capital expenditures program. |

  54. Executive Compensation Philosophy

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

  55. 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. | | Compensation Consultant | Our Compensation Committee retained Mercer as an independent compensation consultant directly, although in carrying out its assignments Mercer also interacts with 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 the Company’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 2024, the Company paid Mercer $100,681 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 2024 was $5,136,149, consisting of $1,898,670 paid to Mercer for health and wealth consulting services and $3,237,479 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 the Company and with industry and business characteristics comparable to the Company 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. |

  56. Detailed Review of 2024 Compensation Components

    2024 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 2024, to emphasize retention of our key executives as well as other employees, the Compensation Committee once again approved interim quarterly goals and payouts for each of the first, second, and third quarters for the financial performance measures but not for individual performance. At the end of each of the first and third quarters, the Compensation Committee approved achievement against the quarterly financial performance measurement goals. Following the end of the fiscal year, the Compensation Committee reviewed and certified achievement against annual financial performance goals and determined individual performance results. After determining the annual payout amount based on both financial and individual performance, the Compensation Committee approved the payment of any additional amounts owed under the STIC in excess of amounts already received in previous quarters.

  57. Detailed Review of 2024 Compensation Components

    | Name | 2024 Target Bonus Opportunity | | Mr. Brock | 150% of base salary | | Mr. Thakkar | 125% of base salary | | Mr. Salvatori | 90% of base salary | | Mr. Rothka | 40% of base salary | | Ms. Wiegand | 85% of base salary |

  58. Detailed Review of 2024 Compensation Components

    | Performance Measure | 1st Qtr. Threshold (50%) | 1st Qtr. Target (100%) | 1st Qtr. Maximum (200%) | 1st Qtr. Actual Performance | | PAMC Production | 5.8M tons | 6.0M tons | 6.1M tons | 6.5M tons | | PAMC Average Cash Cost of Coal Sold per Ton* | $39.54 | $37.54 | $35.54 | $40.29 | | Itmann Mine Operating EBITDA–Cap Ex* | $0.0M | $2.5M | $5.0M | ($6.2M) | | Baltimore Terminal Operating EBITDA* | $14.0M | $15.9M | $17.6M | $17.9M | | Overall Environmental Compliance | Based on a combination of Notice of Violations incurred and compliance with NPDES permit limits | | | | | Performance Measure | 2nd Qtr. Threshold (50%) | 2nd Qtr. Target (100%) | 2nd Qtr. Maximum (200%) | 2nd Qtr. Actual Performance | | PAMC Production | 6.9M tons | 7.1M tons | 7.3M tons | 5.6M tons | | PAMC Average Cash Cost of Coal Sold per Ton* | $35.77 | $33.77 | $31.77 | $39.82 | | Itmann Mine Operating EBITDA–Cap Ex* | $0.0M | $2.5M | $5.0M | ($12.5M) | | Baltimore Terminal Operating EBITDA* | $16.7M | $18.9M | $20.9M | $6.1M | | Overall Environmental Compliance | Based on a combination of Notice of Violations incurred and compliance with NPDES permit limits | | | | | Performance Measure | 3rd Qtr. Threshold (50%) | 3rd Qtr. Target (100%) | 3rd Qtr. Maximum (200%) | 3rd Qtr. Actual Performance | | PAMC Production | 6.1M tons | 6.4M tons | 6.5M tons | 7.1M tons | | PAMC Average Cash Cost of Coal Sold per Ton* | $41.26 | $39.26 | $37.26 | $35.85 | | Itmann Mine Operating EBITDA–Cap Ex* | $0.0M | $2.5M | $5.0M | ($15.1M) | | Baltimore Terminal Operating EBITDA* | $13.8M | $15.6M | $17.3M | $17.6M | | Overall Environmental Compliance | Based on a combination of Notice of Violations incurred and compliance with NPDES permit limits | | | |

  59. Detailed Review of 2024 Compensation Components

    | Name | 2024 STIC Target Aggregate Payout Opportunity | 2024 STIC Aggregate Award Payout | | Mr. Brock | $1,500,000 | $1,800,000 | | Mr. Thakkar | $812,500 | $975,000 | | Mr. Salvatori | $409,500 | $491,400 | | Mr. Rothka | $110,000 | $238,700 |

  60. Detailed Review of 2024 Compensation Components

    As a result of the Company’s performance, Mr. Brock earned 79.75% of the target bonus; however, the Compensation Committee approved an adjustment to 100%. As with the STIC, this adjustment was made as a result of the material loss of production in connection with the Francis Scott Key Bridge collapse, an unusual and nonrecurring event, the resulting efforts to redirect sales through other terminals, and the work by the operations team, including our Mr. Brock, to make up for lost production during the remainder of the year. 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. 2024 LTIC Award Design. The 2024 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 2024.

  61. Detailed Review of 2024 Compensation Components

    | Name | Time-Based RSUs | PSUs | | Mr. Brock | 23,065 | 23,065 | | Mr. Thakkar | 9,370 | 9,370 | | Mr. Salvatori | 4,329 | 4,329 | | Mr. Rothka | 1,030 | 1,031 | | Ms. Wiegand | 4,855 | 4,855 |

  62. Detailed Review of 2024 Compensation Components

    Time-Based RSUs. The time-based RSUs granted in 2024 generally vest in three, equal installments on February 6 in each of 2025, 2026, and 2027, 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. The treatment of Ms. Wiegand’s RSUs in connection with her termination of employment is described under “Potential Payments Upon Termination or Change in Control Tables” below. 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 2024 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), with new weightings of 50% and 20% respectively. The Compensation Committee determined to replace a revenue generation performance measure that related to revenue generated outside of sales to coal-fired power plants with performance measures specific to CONSOL Innovations revenue growth and capital expenditure management in order to incent the development of new uses and products for our coal in carbon material intensive industries and ensure the efficient deployment of our capital expenditures program, respectively. After determining performance based on the goals outlined above, the Compensation Committee applies a total shareholder return (TSR) modifier of +/-20%.

  63. Detailed Review of 2024 Compensation Components

    | Performance Measure | What it Measures | What it Does | | ICP Free Cash Flow per Share* (weighted at 50%) | 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 | | Scope 1 & 2 GHG Reduction (tons emitted) (weighted at 20%) | Annual change in direct operating GHG emissions | ✓ Focuses on the achievement of stated sustainability goals in the form of GHG emissions reductions | | CONSOL Innovations Revenue Growth (weighted at 15%) | Actual year over year revenue growth of Innovations | ✓ Incentivizes the development of new uses and products for our coal in carbon material intensive initiatives | | Capital Expenditure Management (weighted at 15%) | Total Company-wide capital expenditures | ✓ Ensures the efficient deployment of the capital expenditures program | | 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. Detailed Review of 2024 Compensation Components

    Payout of 1st Tranche of 2024 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 2024 PSUs as well as the threshold (50% of target) and the maximum (200% of target) goals compared to actual performance.

  65. Detailed Review of 2024 Compensation Components

    | Performance Measure | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Performance | | ICP Free Cash Flow per Share* | $11.92 | $16.91 | $19.56 | $15.47 | | CONSOL Innovations Revenue Growth | 5% | 10% | 15% | 7% | | Capital Expenditure Management | $210M | $199M | $175M | $178M | | Scope 1&2 GHG Reduction (tons emitted) | 6,900,000 | 6,750,000 | 6,500,000 | 8,100,000 | | TSR Modifier | 25th percentile (-20%) | 50th percentile (0%) | 75th percentile (+20%) | 73rd percentile |

  66. Detailed Review of 2024 Compensation Components

    In January 2025, the Compensation Committee evaluated and certified our achievement against the above-described performance measures and determined that the payout factor was 96.3% based on actual performance. Our Compensation Committee determined our NEOs earned the following payouts with respect to the first tranche of the 2024 PSUs at 100% of target performance pursuant to the Merger Agreement and as a result of the NEOs’ extraordinary service in connection with the closing of the Merger. The units earned were settled 25% in cash and the cash payout amount was determined based on $101.95, our closing stock price on January 13, 2025. The treatment of Ms. Wiegand’s PSUs in connection with her termination of employment is described under “Potential Payments Upon Termination or Change in Control Tables” below.

  67. Detailed Review of 2024 Compensation Components

    Payout of Awards Granted in Prior Years. This was the second performance year for the 2023 LTIC program as well as the third and final year for the 2022 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 2023 LTIC Program – PSUs. The table below summarizes the target performance goals for the second tranche of the 2023 PSUs as well as the threshold (50% of target) and the maximum (200% of target) goals compared to actual performance.

  68. Detailed Review of 2024 Compensation Components

    | Performance Measure | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Performance | | ICP Free Cash Flow per Share* | $31.23 | $55.23 | $78.21 | $41.34 | | Non-Power Revenue Generation | 44% | 48% | 52% | 60% | | Scope 1 & 2 GHG Reduction (tons emitted) | 6,531,000 | 6,123,000 | 5,715,000 | 8,100,000 | | TSR Modifier | 25th percentile (-20%) | 50th percentile (0%) | 75th percentile (+20%) | 94th percentile |

  69. Detailed Review of 2024 Compensation Components

    In January 2025, 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 2023 PSUs at 123.2% of target performance. The units earned were settled 50% in cash and the cash payout amount was determined based on $101.95, our closing stock price on January 13, 2025. The treatment of Ms. Wiegand’s PSUs in connection with her termination of employment is described under “Potential Payments Upon Termination or Change in Control Tables” below.

  70. Detailed Review of 2024 Compensation Components

    | Performance Measure | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Performance | | ICP Free Cash Flow per Share* | $22.49 | $29.29 | $32.06 | $58.18 | | Net (Cash)/Debt Level* | ($118.2M) | ($323.7M) | ($399.7M) | ($762.1M) | | Scope 1 & 2 GHG Reduction (tons emitted) | 6,531,000 | 6,123,000 | 5,715,000 | 8,100,000 | | TSR Modifier | 25th percentile (-20%) | 50th percentile (0%) | 75th percentile (+20%) | 100th percentile |

  71. Detailed Review of 2024 Compensation Components

    Merger-Related Actions. At the effective time of the Merger, (i) each outstanding RSU award granted to legacy CONSOL employees prior to August 20, 2024 (and not previously forfeited in accordance with its terms) vested and was settled in the number of shares of legacy CONSOL common stock covered by such award and (ii) each outstanding PSU award granted to legacy CONSOL employees prior to August 20, 2024 (and not previously forfeited in accordance with its terms) was cancelled and converted into the right to receive a number of shares of legacy CONSOL common stock equal to the number of shares of legacy CONSOL common stock covered by such PSU award (or cash equal to the market value of such shares, if applicable, under the award agreement terms) based on the greater of actual performance or target performance. In addition, in recognition of his exemplary service in connection with the Merger, the Compensation Committee approved a $100,000 cash bonus for Mr. Rothka. For additional information regarding compensation-related aspects of the Merger, please see Amendment No. 1 to Registration Statement on Form S-4 filed by legacy CONSOL on November 18, 2024.

  72. Detailed Review of 2024 Compensation Components

    Other Considerations Important to Our Compensation Program. Severance and Change in Control Benefits for NEOs. Core 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 Core absent “cause” or if the NEO resigns due to constructive termination within a specified period. The purpose of these agreements is to ensure that Core (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.

  73. 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 Core 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 Core stock equal to the product of the executive’s annual base salary times his or her multiple, divided by the closing price of Core stock. In contrast, the “fixed number of shares approach” allows our executives to reach their ownership level if the number of Core 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 December 31, 2024, all of our NEOs employed as of December 31, 2024 are in compliance with our stock ownership guidelines.

  74. Summary Compensation Table

    Summary Compensation Table The following table discloses the compensation for our NEOs in 2024, which include Mr. Brock, the principal executive officer of the Company; Mr. Thakkar, the principal financial officer of the Company; the other two executive officers of the Company serving at fiscal year-end 2024: Mr. Salvatori, Chief Administrative Officer and Mr. Rothka, Chief Accounting Officer and Controller; and a former executive officer of the Company whose employment terminated in 2024: Martha A. Wiegand, Former General Counsel and Secretary.

  75. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Non-Equity Incentive Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation(5) | SEC Total | | James A. Brock Chief Executive Officer | 2024 | $1,000,000 | $— | $3,000,000 | $8,845,066 | $68,804 | $177,437 | $13,091,307 | | | 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 | | Mitesh B. Thakkar President and Chief Financial Officer | 2024 | $649,038 | $— | $1,218,750 | $2,241,365 | $76,975 | $82,367 | $4,268,495 | | | 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 | | Kurt R. Salvatori Chief Administrative Officer | 2024 | $454,045 | $— | $563,063 | $1,240,544 | $29,024 | $66,599 | $2,353,275 | | | 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 | | John M. Rothka Chief Accounting Officer and Controller | 2024 | $274,577 | $100,000 | $134,063 | $455,690 | $16,938 | $49,237 | $1,030,505 | | | 2023 | $252,558 | $— | $112,500 | $317,400 | $16,113 | $39,661 | $738,232 | | | 2022 | $229,808 | $— | $70,000 | $335,123 | $— | $40,576 | $675,507 | | Martha A. Wiegand Former General Counsel and Secretary | 2024 | $319,010 | $— | $631,507 | $1,214,575 | $2,985 | $854,671 | $3,022,748 | | | 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 |

  76. Summary Compensation Table

    | (1) The amounts in this column represent base salaries before compensation reduction under any Company qualified retirement and/or 401(k) savings plan in effect during 2024. In addition, these salary amounts are not annualized but represent the amounts actually earned and paid to each NEO during 2024. |

  77. Summary Compensation Table

    | (2) The 2024 amounts shown in this column represent the aggregate grant date fair value of the time-based restricted stock unit awards granted in 2024 and 50% of the PSUs granted in 2024 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, 2024. The fair value per share is equal to the closing price of our common stock on the NYSE on the date of the grant. |

  78. Summary Compensation Table

    | (3) The 2024 amounts shown in this column represent: |

  79. Summary Compensation Table

    | • | Cash payments made to the NEOs under the 2024 STIC of $1,800,000 for Mr. Brock, $975,000 for Mr. Thakkar, $491,400 for Mr. Salvatori, $238,700 for Mr. Rothka, and $75,862 for Ms. Wiegand and a $1,000,000 payment attributable to Mr. Brock’s special performance bonus; |

  80. Summary Compensation Table

    | • | Cash payments for (i) 25% of the first tranche of the PSUs granted in 2024 in the amount of $391,896 for Mr. Brock, $159,144 for Mr. Thakkar, $73,506 for Mr. Salvatori and $17,535 for Mr. Rothka; (ii) 50% of the second tranche of the PSUs granted in 2023 in the amount of $670,466 for Mr. Brock, $201,089 for Mr. Thakkar, $101,864 for Mr. Salvatori and $25,120 for Mr. Rothka; and (iii) 50% of the third tranche of the PBCUs granted in 2022 in the amount of $4,982,704 for Mr. Brock, $906,132 for Mr. Thakkar, $573,775 for Mr. Salvatori and $174,335 for Mr. Rothka. |

  81. Summary Compensation Table

    See the discussion on pages 47 through 56 in the “Compensation Discussion and Analysis” section for additional information regarding the 2024 plan design, 2024 performance and payouts authorized under the 2024 STIC, Mr. Brock’s special performance bonus, and 2024 performance and payouts under the LTIC.

  82. Summary Compensation Table

    | (4) 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, 2023 and December 31, 2024. 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, 2024. These amounts represent accounting values and were not realized by our NEOs during 2024. 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. These decreases are attributable to the change in the interest rate partially offset by an increase in accrued benefits. |

  83. Summary Compensation Table

    | 60 | | 2025 Proxy Statement |

  84. Summary Compensation Table

    EXECUTIVE COMPENSATION INFORMATION | Summary Compensation Table

  85. Summary Compensation Table

    | (5) The amounts shown in this column for 2024 are derived as follows: |

  86. Summary Compensation Table

    | Category | BROCK | THAKKAR | WIEGAND(b) | SALVATORI | ROTHKA | | Company 401(k) Plan Matching Contributions(a) | $20,700 | $20,700 | $19,140 | $20,700 | $16,138 | | Vehicle Allowance or Company Car | $13,000 | $13,000 | $8,500 | $13,000 | $13,000 | | Executive Health Physical | — | $2,279 | — | — | — | | Business and Country Club Dues | $750 | $775 | — | — | — | | Financial Planning | — | $15,000 | $7,438 | $15,000 | $15,000 | | Separation Payment | — | — | $695,425 | — | — | | Vacation Payout/Accrued Vacation | — | — | $60,072 | — | — | | Dividend Equivalents on Vested Stock | $142,987 | $30,613 | $59,715 | $17,899 | $5,099 | | Imputed Income for COBRA | — | — | $4,381 | — | — |

  87. Summary Compensation Table

    | (a) Annual employer contribution to the Company’s 401(k) Plan. |

  88. Summary Compensation Table

    | (b) See “Potential Payments Upon Termination or Change in Control Tables” for additional information regarding Ms. Wiegand’s Separation Agreement. |

  89. Grants of Plan-Based Awards – 2024

    Grants of Plan-Based Awards – 2024 The following table sets forth each grant made to an NEO in the 2024 fiscal year under plans established by the Company.

  90. Grants of Plan-Based Awards – 2024

    | | | | | 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) | 2/6/24 | 23,065 | $1,000,000 | $2,000,000 | $4,000,000 | | | | | | | | RSU(3) | 2/6/24 | | | | | | | | 23,065 | $2,000,000 | | Mitesh B. | Annual STIC(1) | | | $406,250 | $812,500 | $1,625,000 | | | | | | | Thakkar | PSU(2) | 2/6/24 | 9,370 | $406,250 | $812,500 | $1,625,000 | | | | | | | | RSU(3) | 2/6/24 | | | | | | | | 9,370 | $812,500 | | Kurt R. | Annual STIC(1) | | | $204,750 | $409,500 | $819,000 | | | | | | | Salvatori | PSU(2) | 2/6/24 | 4,329 | $187,687 | $375,375 | $750,750 | | | | | | | | RSU(3) | 2/6/24 | | | | | | | | 4,329 | $375,375 | | John M. | Annual STIC(1) | | | $55,000 | $110,000 | $330,000 | | | | | | | Rothka | PSU(2) | 2/6/24 | 1,031 | $44,687 | $89,375 | $178,750 | | | | | | | | RSU(3) | 2/6/24 | | | | | | | | 1,030 | $89,375 | | Martha A. | Annual STIC(1) | | | $216,750 | $433,500 | $867,000 | | | | | | | Wiegand | PSU(2) | 2/6/24 | 4,855 | $210,502 | $421,005 | $842,010 | | | | | | | | RSU(3) | 2/6/24 | | | | | | | | 4,855 | $421,005 |

  91. Grants of Plan-Based Awards – 2024

    | (1) These awards were made pursuant to the 2024 STIC program, which is described in the “Compensation Discussion and Analysis” beginning on page 47. |

  92. Grants of Plan-Based Awards – 2024

    | (2) These awards were made pursuant to the 2024 LTIC program, which is described in the “Compensation Discussion and Analysis” beginning on page 52. 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. |

  93. Grants of Plan-Based Awards – 2024

    | (3) These awards were made pursuant to the 2024 LTIC program, which is described in the “Compensation Discussion and Analysis” beginning on page 52. The numbers above reflect the time-based RSUs. |

  94. Grants of Plan-Based Awards – 2024

    | (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. |

  95. Grants of Plan-Based Awards – 2024

    | | 2025 Proxy Statement | 61 |

  96. Grants of Plan-Based Awards – 2024

    EXECUTIVE COMPENSATION INFORMATION | CEO Employment Agreement

  97. Outstanding Equity Awards at Fiscal Year-End – 2024

    Outstanding Equity Awards at Fiscal Year-End – 2024 The following table sets forth unvested RSU, PSU, and PBCU awards that have been awarded to our NEOs by the Company and were outstanding as of December 31, 2024.

  98. Outstanding Equity Awards at Fiscal Year-End – 2024

    | | 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 | 68,854(2) | $7,345,345 | 26,052(3) | $2,779,227 | | Mitesh B. Thakkar | 20,220(2) | $2,157,070 | 9,452(3) | $1,008,339 | | Kurt R. Salvatori | 10,389(2) | $1,108,299 | 4,510(3) | $481,127 | | John M. Rothka | 2,685(2) | $286,436 | 1,088(3) | $116,068 |

  99. Outstanding Equity Awards at Fiscal Year-End – 2024

    | (1) The market value for RSUs, PSUs and PBCUs was determined by multiplying the closing market price for Company common stock on December 31, 2024 ($106.68) by the number of shares underlying the RSU / PSU / PBCU awards. |

  100. Outstanding Equity Awards at Fiscal Year-End – 2024

    | (2) This represents RSUs granted on February 8, 2022, February 7, 2023 and February 6, 2024 that vest in three equal, annual installments (subject to rounding) beginning on the first anniversary of the grant date. |

  101. Outstanding Equity Awards at Fiscal Year-End – 2024

    | (3) This shows the number of unvested PSUs/PBCUs as of December 31, 2024. The performance period for the PBCUs 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 performance period for the PSUs granted in 2024 is January 1, 2024 through December 31, 2026. The PSUs vest in three equal, annual installments beginning with December 31st of the year of grant, subject to (i) for the 2022 PBCUs, 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, (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 and (iii) for the 2024 PSUs, the achievement of pre-established performance metrics relating to ICP Free Cash Flow per Share*, CONSOL Innovations Revenue Growth, Capital Expenditure Management and Scope 1 & 2 GHG Reduction (tons emitted) and subject to further modification of +/- 20% for TSR performance. The amounts presented for the PSU/PBCU awards are based on achieving the target performance level. |

  102. Stock Vested Table – 2024

    Stock Vested Table – 2024 The following table sets forth information concerning any vesting of PSUs, RSUs and PBCUs during fiscal year 2024.

  103. Stock Vested Table – 2024

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | James A. Brock | 42,205 | $3,659,420 | | Mitesh B. Thakkar | 9,774 | $850,138 | | Kurt R. Salvatori | 5,514 | $478,930 | | John M. Rothka | 1,521 | $131,937 | | Martha A. Wiegand | 21,561 | $1,893,322 |

  104. Stock Vested Table – 2024

    | (1) These amounts reflect the number of shares relating to the gross number of PSUs, RSUs and PBCUs 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. For NEOs other than Ms. Wiegand, values include the vesting of (i) RSU awards granted in 2021, 2022 and 2023, and (ii) PSU awards granted in 2022 and 2023. For Ms. Wiegand, values include the vesting of RSUs granted in 2022 and the vesting of additional awards pursuant to her Separation Agreement, as described more fully under “Potential Payments Upon Termination or Change in Control Tables” below. |

  105. Stock Vested Table – 2024

    | | 2025 Proxy Statement | 63 |

  106. Stock Vested Table – 2024

    EXECUTIVE COMPENSATION INFORMATION | Pension Benefits Table – 2024

  107. Pension Benefits Table – 2024

    Pension Benefits Table – 2024 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.

  108. Pension Benefits Table – 2024

    | Name | 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 | $1,181,550 | — | | | Retirement Restoration Plan | 25 | $153,484 | — | | | Supplemental Retirement Plan | 20 | $1,428,079 | — | | | New Restoration Plan | 13 | $1,338,170 | — | | Mitesh B. Thakkar | Employee Retirement Plan | — | $— | — | | | Retirement Restoration Plan | — | $— | — | | | Supplemental Retirement Plan | — | $— | — | | | New Restoration Plan | 5 | $220,280 | — | | Kurt R. Salvatori | Employee Retirement Plan | 23 | $436,874 | — | | | Retirement Restoration Plan | — | $— | — | | | Supplemental Retirement Plan | 19 | $289,865 | — | | | New Restoration Plan | 13 | $261,458 | — | | John M. Rothka | Employee Retirement Plan | 9 | $21,208 | — | | | Retirement Restoration Plan | — | $— | — | | | Supplemental Retirement Plan | — | $— | — | | | New Restoration Plan | 4 | $55,166 | — | | Martha A. Wiegand | Employee Retirement Plan | 6 | $36,827 | — | | | Retirement Restoration Plan | — | $— | — | | | Supplemental Retirement Plan | — | $— | — | | | New Restoration Plan | 8 | $219,034 | — |

  109. Pension Benefits Table – 2024

    | (1) The accumulated benefits included in this column were computed through December 31, 2024 using the assumptions stated in the financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (Note 15). |

  110. Understanding Our Pension Benefits Table

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

  111. Understanding Our Pension Benefits Table

    | • | Employee Retirement Plan |

  112. Understanding Our Pension Benefits Table

    | • | Restoration Plan |

  113. Understanding Our Pension Benefits Table

    | • | SERP |

  114. Understanding Our Pension Benefits Table

    | • | New Restoration Plan |

  115. Employee Retirement Plan

    Employee Retirement Plan The Company assumed sponsorship of the CONSOL Energy Inc. Employee Retirement Plan (the “Pension 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.

  116. Employee Retirement Plan

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  117. Employee Retirement Plan

    EXECUTIVE COMPENSATION INFORMATION | Understanding Our Pension Benefits Table Eligibility. Historically, the Pension Plan covered employees of the Company 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 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 the Company 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 have satisfied the age and service conditions necessary to be eligible for incapacity retirement under the Pension Plan as of December 31, 2024, 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, 2024, 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, 2024, Mr. Salvatori is 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, 2024, 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 the Company’s STIC, again excluding compensation in excess of limits imposed by the Code.

  118. 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 the Company 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 (i) assume that employment termination and/or a CIC occurred on December 31, 2024; (ii) are based only on agreements in place as of December 31, 2024; and (iii) does not incorporate or present the effects of the Merger. For additional information regarding compensation-related aspects of the Merger, please see Amendment No. 1 to Registration Statement on Form S-4 filed by legacy CONSOL on November 18, 2024. 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.

  119. Potential Payments Upon Termination or Change in Control Tables

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  120. 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 | $5,576,625 | | Non-CIC Severance(3) | — | $2,000,000 | — | — | — | | Long-Term Incentive Compensation:(4) | | | | | | | RSUs: Unvested | $7,345,345 | $7,345,345 | $7,345,345 | — | $7,345,345 | | PSUs: Unvested | $2,779,227 | $2,779,227 | $2,779,227 | — | $2,779,227 | | Benefits and Perquisites: | | | | | | | Outplacement Service(5) | — | — | — | — | $25,000 | | Healthcare Continuation(6) | — | $32,942 | — | — | $32,942 | | 401(k) Payment(7) | — | — | — | — | $31,050 | | Supplemental Retirement Plan(8) | — | — | — | — | $224,100 | | New Restoration Plan(9) | — | — | — | — | — | | 280G Cutback(10) | — | — | — | — | — | | TOTAL | $10,124,572 | $13,657,514 | $11,624,572 | $1,500,000 | $19,014,289 |

  121. Mitesh B. Thakkar*

    | Payments Upon Termination: | Incapacity Retirement | Involuntary Termination Absent Cause | Death | Disability | CIC Termination(1) | | Compensation: | | | | | | | Base Salary | — | — | — | — | $1,625,000 | | Short-Term Incentive(2) | — | $812,500 | $812,500 | — | $2,031,250 | | Non-CIC Severance(3) | — | $650,000 | — | — | — | | Long-Term Incentive Compensation:(4) | | | | | | | RSUs: Unvested | $957,346 | $957,346 | $957,346 | — | $2,157,070 | | PSUs: Unvested | $393,009 | $393,009 | $393,009 | — | $1,008,339 | | Benefits and Perquisites: | | | | | | | Outplacement Service(5) | — | — | — | — | $25,000 | | Healthcare Continuation(6) | — | $37,535 | — | — | $37,535 | | 401(k) Payment(7) | — | — | — | — | $31,050 | | Supplemental Retirement Plan(8) | — | — | — | — | — | | New Restoration Plan(9) | — | — | — | — | — | | 280G Cutback(10) | — | — | — | — | — | | TOTAL | $1,350,355 | $2,850,390 | $2,162,855 | — | $6,915,244 |

  122. Kurt R. Salvatori*

    | Payments Upon Termination: | Incapacity Retirement | Involuntary Termination Absent Cause | Death | Disability | CIC Termination(1) | | Compensation: | | | | | | | Base Salary | — | — | — | — | $910,000 | | Short-Term Incentive(2) | — | $409,500 | $409,500 | — | $819,000 | | Non-CIC Severance(3) | — | $455,000 | — | — | — | | Long-Term Incentive Compensation:(4) | | | | | | | RSUs: Unvested | $522,625 | $522,625 | $371,659 | — | $1,108,299 | | PSUs: Unvested | $189,144 | $189,144 | $189,144 | — | $481,127 | | Benefits and Perquisites: | | | | | | | Outplacement Service(5) | — | — | — | — | $25,000 | | Healthcare Continuation(6) | — | $36,946 | — | — | $36,946 | | 401(k) Payment(7) | — | — | — | — | $31,050 | | Supplemental Restoration Plan(8) | — | — | — | — | $468,084 | | New Restoration Plan(9) | — | — | — | — | — | | 280G Cutback(10) | — | — | — | — | — | | TOTAL | $711,769 | $1,613,215 | $970,303 | — | $3,879,506 |

  123. John M. Rothka

    | Payments Upon Termination: | Incapacity Retirement | Involuntary Termination Absent Cause | Death | Disability | CIC Termination(1) | | Compensation: | | | | | | | Base Salary | — | — | — | — | $412,500 | | Short-Term Incentive(2) | — | $110,000 | $110,000 | — | $199,255 | | Non-CIC Severance(3) | — | $275,000 | — | — | — | | Long-Term Incentive Compensation:(4) | | | | | | | RSUs: Unvested | $135,164 | $135,164 | $135,164 | — | $286,436 | | PSUs: Unvested | $45,766 | $45,766 | $45,766 | — | $116,068 | | Benefits and Perquisites: | | | | | | | Outplacement Service(5) | — | — | — | — | $25,000 | | Healthcare Continuation(6) | — | $37,535 | — | — | $37,535 | | 401(k) Payment(7) | — | — | — | — | — | | Supplemental Restoration Plan(8) | — | — | — | — | — | | New Restoration Plan(9) | — | — | — | — | — | | 280G Cutback(10) | — | — | — | — | — | | TOTAL | $180,930 | $603,465 | $290,930 | — | $1,076,794 |

  124. 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, and Rothka relate to the RSU awards granted on February 8, 2022, February 7, 2023 and February 6, 2024, and the PSUs granted on February 7, 2023 and February 6, 2024. Awards shown in this section are valued based on the Company’s closing stock price of $106.68 on December 31, 2024. 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. |

  125. 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 during 2024, relative to the annual total compensation of our median employee. We identified our median employee by using 2024 W-2 wages for U.S. individuals who were employed by the Company and its affiliates on December 31, 2024, which included all of the Company’s 2,076 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 60. Pay elements that were included to determine total annual compensation for the median employee were:

  126. Pay Ratio Disclosure

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

  127. Pay Ratio Disclosure

    | • | Annual cash incentive; and |

  128. Pay Ratio Disclosure

    | • | 401(k) matching contribution. |

  129. Pay Ratio Disclosure

    We determined that the 2024 annual total compensation of our median employee was $141,392, and Mr. Brock’s 2024 annual total compensation was $13,091,307. The ratio of Mr. Brock’s total annual compensation to the median employee’s total annual compensation is 93 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 2024 the average ratio of the compensation of the Chief Executive Officer to median employee of 490 of the companies included in the S&P 500 Index was 217 to 1 and among 59 companies that have reported such ratio as of February 27, 2025 with respect to 2024 compensation, the average ratio of Chief Executive Officer to median employee compensation was 251 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.

  130. 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 five 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.*

  131. Pay versus Performance Disclosure

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  132. Pay versus Performance Disclosure

    Pay versus Performance

  133. 2024 Pay versus Performance Table

    2024 Pay versus Performance Table

  134. 2024 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) | | 2024 | 13,091,307 | 2,668,756 | 13,651,298 | 3,020,169 | 789.80 | 609.92 | 286,405 | 455,763 | | 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 |

  135. 2024 Pay versus Performance Table

    (1) The CEO for each of 2024, 2023, 2022, 2021, and 2020 was James A. Brock. (2) The other named executive officers for each of 2024, 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:

  136. 2024 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 ($) | | 2024 | CEO | 13,091,307 | (68,804) | 0 | (3,000,000) | 3,690,808 | 314,431 | (376,444) | | | Other NEOs | 2,668,756 | (31,481) | 17,314 | (636,846) | 1,004,135 | 14,487 | (16,196) |

  137. 2024 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, 2024. The peer group TSR represents the TSR of the peer group disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

  138. 2024 Pay versus Performance Table

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  139. 2024 Pay versus Performance Table

    Pay versus Performance

  140. 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 40. Specifically:

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

    | • | Our cumulative TSR has generally aligned with our peer group TSR over the past three years, dem ons trating valuable returns delivered to our stockholders. The CEO and non-CEO “compensation actually paid” each year generally tracks our TSR performance and only increased when our TSR increased. In 2024, our compensation actually paid increased in line with a significant increase in our TSR. |

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

    | • | Likewise, the CEO and non-CEO “compensation actually paid” increased as our Net Income and ICP Free Cash Flow* increased, demonstrating a strong correlation between pay and performance. |

  143. 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, sales volumes and average coal revenue per ton sold; (iii) cost of coal sold, a non-GAAP financial measure; (iv) cash cost of coal sold, a non-GAAP financial measure; (v) average cash cost of coal sold per ton, an operating ratio derived from non-GAAP financial measures; (vi) average cash margin per ton sold, an operating ratio derived from non-GAAP financial measures; (vii) free cash flow, a non-GAAP financial measure; (viii) Itmann Mine Operating EBITDA less capital expenditures, a non-GAAP financial measure; (ix) Baltimore Terminal Operating EBITDA, a non-GAAP financial measure; (x) ICP free cash flow and ICP free cash flow per share, non-GAAP financial measures; (xi) debt level, a non-GAAP financial measure; and (xii) net (cash)/debt level, 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 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 less capital expenditures, Baltimore Terminal Operating EBITDA, ICP free cash flow and ICP free cash flow per share 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. 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:

  144. Reconciliation of Non-GAAP Measures

    | • | our operating performance 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; |

  145. Reconciliation of Non-GAAP Measures

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

  146. Reconciliation of Non-GAAP Measures

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

  147. Reconciliation of Non-GAAP Measures

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

  148. Reconciliation of Non-GAAP Measures

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

  149. 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 the Company’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.

  150. Reconciliation of Non-GAAP Measures

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  151. Reconciliation of Non-GAAP Measures

    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. Non-GAAP financial measures should not be considered an alternative to operating and other costs, 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 2024 STIC program and the LTIC programs. The non-GAAP measures discussed in this Proxy Statement and their definitions are provided below.

  152. Reconciliation of Non-GAAP Measures

    | • | Average Cash Margin per Ton Sold. We define average cash margin per ton sold as average coal revenue per ton sold, net of average cash cost of coal sold per ton. The GAAP measure most directly comparable to average cash margin per ton sold is total coal revenue. |

  153. 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. |

  154. 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 and loss on debt extinguishment and (iii) certain one-time transactions, such as merger-related expenses and certain litigation expenses for specific proceedings that arise outside of the ordinary course of our business. The GAAP measure most directly comparable to Adjusted EBITDA is net income (loss). |

  155. 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 and interest expense, plus proceeds of non-EBITDA producing asset sales, less the financial accounting impact of non-EBITDA producing asset sales. The GAAP measure most directly comparable to ICP free cash flow is net income (loss). |

  156. 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). |

  157. 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. |

  158. 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. |

  159. 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 cumulative cash spent on share repurchases. The GAAP measure most directly comparable to net (cash)/debt level is total long-term debt. |

  160. Reconciliation of Non-GAAP Measures

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  161. Reconciliation of Non-GAAP Measures

    | • | Itmann Mine Operating EBITDA less Capital Expenditures. Itmann Mine Operating EBITDA less capital expenditures is defined as Adjusted EBITDA plus general and administrative costs and other costs not directly attributable to operations, less capital expenditures. The GAAP measure most directly comparable to Itmann Mine Operating EBITDA less capital expenditures is net income (loss). |

  162. 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. The GAAP measure most directly comparable to Baltimore Terminal operating EBITDA is net income (loss). |

  163. Reconciliation of Non-GAAP Measures

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