DEF 14A of CNX Resources Corp, Mar 21, 2024

DEF 14A of CNX Resources Corp

Filed Mar 21, 2024 · FY20230001308179-24-000225

Open on EDGAR

  1. Director Nominees

    Director Nominees The following table and accompanying graphs provide summary information about our directors as of March 5, 2024. Each director of CNX is elected annually by a majority of votes cast.

  2. Director Nominees

    | | | Director | | | Current Committee Memberships | | | | | Name | Age | Since | Occupation | Independent | AC | CC | ESCR | NCG | | Robert O. Agbede | 68 | 2022 | Chairman and Chief Executive Officer of Chester Group Inc. and Chairman and Chief Executive Officer of Chester LNG, LLC | | • | • | • | • | | J. Palmer Clarkson | 67 | 2017 | Chairman of The Lake Doctors, Inc. and Former President and Chief Executive Officer of Bridgestone HosePower, LLC | | | • | | • | | Nicholas J. DeIuliis | 55 | 2014 | President and Chief Executive Officer of CNX | | | | • | | | Maureen E. Lally-Green | 74 | 2013 | Professor of Law Emerita (adjunct) and Former Dean of Kline School of Law of Duquesne University; Former Judge—Superior Court of Pennsylvania | | | • | • | | | Bernard Lanigan, Jr. | 76 | 2016 | Chairman and Chief Executive Officer of Southeast Asset Advisors, Inc. Chairman of Lanigan & Associates, P.C. | | | | • | • | | Ian McGuire | 45 | 2019 | Founder, Investment Partner of Tempus Partners | | • | | • | | | William N. Thorndike, Jr., Chairman | 60 | 2014 | Managing Partner of The Cromwell Harbor Partnership | | • | • | • | |

  3. Director Nominees

    | | Committee Chair | ESCR Environmental, Safety and Corporate Responsibility Committee (“ESCR”) | | AC | Audit Committee | NCG Nominating and Corporate Governance Committee (“NCG”) | | CC | Compensation Committee | |

  4. Director Nominees

    | (1) Director tenure was calculated based on the month and year of a director commencing service and through March 5, 2024. |

  5. Director Nominees

    | 2024 PROXY STATEMENT | │ 7 |

  6. Director Compensation Table – 2023

    Director Compensation Table – 2023 The following table sets forth the compensation of our directors for the 2023 fiscal year:

  7. Director Compensation Table – 2023

    | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | Option Awards(4) | All Other Compensation | Total | | Robert O. Agbede | $106,667 | $180,000 | $— | $— | $286,667 | | J. Palmer Clarkson | $120,000 | $180,000 | $— | $— | $300,000 | | Maureen E. Lally-Green | $115,000 | $180,000 | $— | $— | $295,000 | | Bernard Lanigan, Jr. | $125,000 | $180,000 | $— | $— | $305,000 | | Ian McGuire | $120,000 | $180,000 | $— | $— | $300,000 | | William N. Thorndike, Jr. | $115,000 | $400,000 | $— | $— | $515,000 |

  8. Director Compensation Table – 2023

    | (1) Mr. DeIuliis is a member of the Board and President and CEO of CNX. His compensation for the 2023 fiscal year is reported in the Summary Compensation Table — 2023, 2022, and 2021 (“SCT”) and other sections of this Proxy Statement. In 2023, Mr. DeIuliis did not receive any additional compensation for his service on our Board. | | (2) The non-employee directors may elect to receive deferred stock units (“DSUs”) and options granted under the Equity and Incentive Compensation Plan in lieu of their cash fees. The cash amounts payable for the 2023 fiscal year and received in the form of DSUs and options in lieu of such cash payments included in this column are as follows (rounded to the nearest whole share): (i) Mr. Agbede: no DSUs or options; (ii) Mr. Clarkson: 1,950 DSUs (no options); (iii) Ms. Lally-Green: 6,643 DSUs (no options); (iv) Mr. Lanigan: no DSUs or options; (v) Mr. McGuire: 7,419 DSUs (no options); and (vi) Mr. Thorndike: 14,476 options (no DSUs). None of the non-employee directors elected to defer into the Directors’ Deferred Fee Plan any portion of their cash fees for the 2023-2024 Board year. | | (3) The values set forth in this column are based on the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation-Stock Compensation” (“FASB ASC Topic 718”), excluding the effect of estimated forfeitures. The grant date fair value of the RSU awards is computed based upon the closing price per share of CNX’s stock on the date of grant. | | A discussion of the relevant assumptions made in the valuation of these awards is provided in Note 15 — Stock-Based Compensation in the Notes to the Audited Consolidated Financial Statements in Part II, Item 8 of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”). The values reflect the awards’ fair market values at the date of grant, and do not correspond to the actual values that will be recognized by the directors. | | As of December 31, 2023, the following directors held RSUs and DSUs relating to CNX common stock in the amounts noted: (i) Mr. Agbede had 12,304 unvested RSUs and 4,389 deferred RSUs; (ii) Mr. Clarkson had 64,471 deferred RSUs and 50,849 DSUs; (iii) Ms. Lally-Green had 56,422 deferred RSUs and 12,067 DSUs; (iv) Mr. Lanigan had 104,123 deferred RSUs; (v) Mr. McGuire had 52,249 deferred RSUs and 47,396 DSUs; and (vi) Mr. Thorndike had 232,360 deferred RSUs and 2,100 DSUs. If an RSU was deferred, whether vested or unvested, it is described herein as a deferred RSU. | | (4) As of December 31, 2023, the number of exercisable shares underlying option awards held by our non-employee directors was: (i) 22,129 for Mr. Clarkson; (ii) 35,980 for Ms. Lally-Green; (iii) 69,910 for Mr. Lanigan; and (iv) 134,511 for Mr. Thorndike. |

  9. Understanding Our Director Compensation Table

    Understanding Our Director Compensation Table We generally use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on our Board. Each of our non-employee directors is entitled to receive annual cash fees for their service, any portion of which may be deferred at such director’s election. In lieu of all or any portion of the annual cash retainer otherwise payable to our non-employee directors, directors may elect to receive DSUs, which carry dividend equivalent rights, or nonqualified stock options. Additionally, we reimburse directors for customary travel and related expenses for their attendance at Board or committee meetings. We also have agreements in place with our directors and officers that require CNX to indemnify them under the circumstances provided therein to the fullest extent permitted by the Delaware General Corporation Law. A description of the fees and awards paid to our non-employee directors is set forth below in greater detail.

  10. Understanding Our Director Compensation Table

    | 2024 PROXY STATEMENT | │ 22 |

  11. Proposal No. 1: Election of Seven Director Nominees

    Proposal No. 1: Election of Seven Director Nominees The Board, upon the recommendation of the NCG Committee, has nominated the seven directors identified below for election at the Annual Meeting. Each director who is elected will hold office until the next annual meeting and until the director’s successor is elected and qualified. All nominees are current members of the Board having been elected to by shareholders at our 2023 Annual Meeting of Shareholders. Each nominee has agreed to be named in this Proxy Statement and has agreed to serve, if elected. If any nominee should for any reason become unable to serve, all shares represented by valid proxies will be voted for the election of such other person as the Board may designate as recommended by the NCG Committee. Alternatively, the Board may reduce the number of directors to eliminate the vacancy. Pursuant to CNX’s Retirement Age Policy under our Corporate Governance Guidelines, no director having attained the age of 75 years shall be nominated for re-election or re-appointment to the Board, unless (i) the members of the NCG Committee unanimously waive such requirement due to special circumstances, and (ii) the NCG Committee’s action is ratified and approved by a majority of the disinterested directors on the Board. In accordance with this policy, the NCG Committee unanimously determined, and a majority of the disinterested directors on the Board ratified and approved, that special circumstances exist to waive this requirement for Mr. Bernard Lanigan, Jr., including, but not limited to, Mr. Lanigan’s deep institutional knowledge and comprehensive understanding of CNX’s financial strategies as well as his leadership of the Audit Committee, all of which has helped to shape the Corporation’s long-term strategies as we continue to execute on our seven-year plan.

  12. Biographies of Nominees

    Biographies of Nominees The following biographies include information concerning the nominees for director, including their recent employment, positions with CNX, other directorships, Board committee memberships and ages as of March 5, 2024.

  13. Biographies of Nominees

    | ROBERT O. AGBEDE | | | Age: 68 Director since: 2022 Occupation: Chairman and CEO of Chester Group Inc. and Chairman and CEO of Chester LNG, LLC | CNX Committees: • Audit Committee • Compensation Committee • Environmental, Safety and Corporate Responsibility Committee • Nominating and Corporate Governance Committee Background: Robert O. Agbede joined the CNX Board in January 2022. He has served as Chairman and CEO of Chester Group Inc., a holding company for technology, engineering, and energy related investments, and its predecessor since 2003, and also as the former CEO and owner of Chester Engineers from 2003 to 2017, which was, prior to its merger with Hatch Associates in 2017, the largest African–American–owned engineering, water/wastewater treatment, energy, and environmental engineering firm in the United States. Since 2013, Mr. Agbede has also served as the Chairman and CEO of Chester LNG, LLC, a subsidiary of the Chester Group Inc., which designs and owns several intellectual properties on micro-LNG systems for use as virtual pipelines to deliver natural gas to remote locations or as standalones for off the grid power generation or fueling. He has also served as the Chairman of Sigma Paint Nigeria, a coating manufacturing and marketing company in partnership with Pittsburgh-based PPG Industries, since 2015. Mr. Agbede is a member of the Board of Trustees of the University of Pittsburgh, and he is the Chairman of the Board of Visitors of its Swanson School of Engineering. In 2000, he was inducted into the University of Pittsburgh School of Engineering Hall of Fame. The Chester Group’s endowments and scholarships at the University of Pittsburgh and Carnegie Mellon University, presently valued at over $4 million, support African American student enrollment and retention primarily in Engineering and Sciences. Qualifications: Mr. Agbede adds to the CNX Board an extensive wealth of business management and executive leadership experience across a career spanning 40 years. His unique blend of energy industry expertise and experience developing new technologies makes him the epitome of an energy entrepreneur and an invaluable asset to our Board. |

  14. Biographies of Nominees

    | 2024 PROXY STATEMENT | │ 30 |

  15. Biographies of Nominees

    | J. PALMER CLARKSON | | | Age: 67 Director since: 2017 Occupation: Chairman of The Lake Doctors, Inc. and Former President and Chief Executive Officer of Bridgestone HosePower, LLC | CNX Committees: • Environmental, Safety and Corporate Responsibility Committee (Chair) • Compensation Committee • Nominating and Corporate Governance Committee Background: J. Palmer Clarkson joined the CNX Board in May 2017. He is the founder and from 1992 until his retirement in 2022 served as President and Chief Executive Officer of Bridgestone HosePower, LLC, previously Hosepower, the largest U.S.-based service provider of hydraulic and industrial hoses used in construction machinery, mining, oil field equipment and factories. Mr. Clarkson is a former Board member of Bridgestone HosePower, LLC, and Bridgestone Industrial Products Group – Japan and currently sits on the Board of Directors for Enerpac Tool Group Corp. (NYSE: EPAC), the Jacksonville Port Authority (JaxPort) and The Lake Doctors, Inc. (of which he is the Chairman). Mr. Clarkson previously served as the President and Chief Executive Officer of Anchor Coupling Company from 1987 to 1992. He also sits on the boards of several nonprofit organizations. Qualifications: Mr. Clarkson brings to our Board over 32 years of hands-on experience as an entrepreneur, business builder and manager. He has extensive experience in accounting, finance and operations, with a proven leadership track record. |

  16. Biographies of Nominees

    | NICHOLAS J. DEIULIIS | | | Age: 55 Director since: 2014 Occupation: President and Chief Executive Officer of CNX | CNX Committees: • Environmental, Safety and Corporate Responsibility Committee Background: Nicholas J. DeIuliis has served as a Director and the Chief Executive Officer and President of CNX Resources Corporation since May 2014. Mr. DeIuliis has more than 30 years of experience with the Corporation. He is a member of the UPMC Hillman Cancer Center Council. Mr. DeIuliis is a registered engineer in the Commonwealth of Pennsylvania and a member of the Pennsylvania bar. Qualifications: As our current President and Chief Executive Officer, Mr. DeIuliis has a unique and in-depth understanding of our business with over 30 years of experience with CNX. He provides our Board with direct operational insight through his leadership in the development and execution of our strategic priorities, and his understanding of our business, including the challenges and material risks facing the Corporation. |

  17. Biographies of Nominees

    | 2024 PROXY STATEMENT | │ 31 |

  18. Biographies of Nominees

    | MAUREEN E. LALLY-GREEN | | | Age: 74 Director Since: 2013 Occupation: Professor of Law Emerita (adjunct) and Former Dean, Kline School of Law of Duquesne University, Former Judge on the Superior Court of Pennsylvania | CNX Committees: • Nominating and Corporate Governance Committee (Chair) • Compensation Committee • Environmental, Safety and Corporate Responsibility Committee Background: Maureen E. Lally-Green joined the CNX Board in June 2013. Ms. Lally-Green served as the Interim Dean/Dean of the Thomas R. Kline School of Law of Duquesne University (“Kline Duquesne”) from 2016 to 2019, and currently serves as an Adjunct Professor of Law Emerita at Kline Duquesne. She has served on the Board of Federated Mutual Fund Complex since 2009 and was appointed to serve on its audit committee in 2013. She previously served as an elected Judge on the Superior Court of Pennsylvania, Associate General Secretary, Diocese of Pittsburgh, counsel for a major corporation, and counsel for a federal agency. Ms. Lally-Green also serves or has served as a director of a variety of nonprofit corporations in the legal, higher education, health and social services arenas. Qualifications: Ms. Lally-Green brings to our Board, over 45 years of experiences that includes her public service as a Judge on the Superior Court of Pennsylvania; her employment service in the for-profit, non-profit, and federal public sectors; her activities in state-wide and local legal and non-profit organizations; and, her experience with, among other things, corporate governance due to her service on a number of boards of non-profit entities and the for-profit Federated Hermes Mutual Fund Complex. |

  19. Biographies of Nominees

    | BERNARD LANIGAN, JR. | | | Age: 76 Director since: 2016 Occupation: Chairman and Chief Executive Officer of Southeast Asset Advisors, Inc.; Chairman of Lanigan & Associates, P.C. | CNX Committees: • Audit Committee (Chair) • Environmental, Safety and Corporate Responsibility Committee • Nominating and Corporate Governance Committee Background: Bernard Lanigan, Jr. joined the CNX Board in May 2016. He co-founded and has served as Chairman and Chief Executive Officer of Southeast Asset Advisors, Inc., an investment advisor and wealth management company, since 1991. He also co-founded and has served as Chairman of Lanigan & Associates, P.C., a certified public accounting and consulting firm, since 1974. Mr. Lanigan currently serves on the boards of directors of various nonpublic companies, endowments and private foundations. Previously, Mr. Lanigan served on the boards of directors of Texas Industries, Inc., Ruby Tuesday, Inc., Rayonier Inc. and Lykes Bros., Inc. Qualifications: Mr. Lanigan brings to our Board over four decades of leadership experience with large, complex and diverse organizations. He is a certified public accountant and has over 40 years of experience in financial, tax, accounting, investment advising, capital allocation, strategic consulting, risk assessment, valuations and mergers and acquisitions matters, including as both advisor and principal. |

  20. Biographies of Nominees

    | 2024 PROXY STATEMENT | │ 32 |

  21. Biographies of Nominees

    | IAN MCGUIRE | | | Age: 45 Director since: 2019 Occupation: Founder, Investment Partner of Tempus Partners | CNX Committees: • Audit Committee • Compensation Committee (Chair) • Environmental, Safety and Corporate Responsibility Committee Background: Ian McGuire joined the CNX Board in July 2019. In 2018, he founded Tempus Partners, an investment firm, where he has since served as an investment partner. Prior to founding Tempus Partners, Mr. McGuire was an investment partner at SPO Partners & Co., an investment firm, where he was part of a small investment team that had responsibilities for all aspects of the firm’s portfolio investments. Prior to working at SPO Partners & Co., Mr. McGuire was an investment banker in Goldman Sachs’ natural resources group. Cumulatively, Mr. McGuire has over 20 years of investment banking experience, with an emphasis in the energy and natural resources sectors. Mr. McGuire received his B.A. from Middlebury College and his M.B.A. from Stanford Graduate School of Business. Qualifications: Having founded Tempus Partners, an investment firm, and served as an investment partner at SPO and an investment banker with Goldman Sachs, Mr. McGuire provides our Board with substantial insight into financial-related matters and the energy industry. |

  22. Biographies of Nominees

    | WILLIAM N. THORNDIKE, JR. | | | Age: 60 Director since: 2014 Occupation: Managing Partner of The Cromwell Harbor Partnership | CNX Committees: • Audit Committee • Compensation Committee • Environmental, Safety and Corporate Responsibility Committee Background: William N. Thorndike, Jr. joined the CNX Board in October 2014. Mr. Thorndike was named our Chairman in May 2016. He has been the Managing Partner of The Cromwell Harbor Partnership (“Cromwell Harbor”), a private investment company, since 2023. Prior to Cromwell Harbor, Mr. Thorndike founded Housatonic Partners, a leading private equity firm with offices in Boston and San Francisco (“Housatonic”), in 1994 and served as Managing Director until 2023. At Housatonic, Mr. Thorndike was the pioneering institutional investor in the search fund asset class and played a central role in refining its acquisition criteria. Mr. Thorndike is currently the Co-Chairman of Perimeter Solutions (NYSE: PRM) and a director of several private companies, including QMC Telecom, Banyan Software, and Carillon Assisted Living. He is a Founding Principal at TTCER, a private investment partnership, and a Co-Founder at Compounding Labs, an investment collaboration focused on long-term consolidations. Mr. Thorndike is the author of “The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success,” which was named one of the top 25 business books ever published by Business Insider and has been translated into 15 languages. He is also the host of the 50X podcast. Qualifications: Mr. Thorndike brings to the CNX Board nearly 30 years of investment and board experience. He has extensive leadership experience in evaluating strategic alternatives and helping to build value for shareholders across a variety of industries. He has a breadth of financial, strategic and human resource knowledge with specific expertise in the areas of capital allocation and compensation. |

  23. Biographies of Nominees

    The Board of Directors Unanimously Recommends that You Vote “FOR” the Election of Each of the Seven Director Nominees.

  24. Biographies of Nominees

    | 2024 PROXY STATEMENT | │ 33 |

  25. EXECUTIVE COMPENSATION BEST PRACTICES

    | What We Do | | What We Don’t Do | | | | Pay for Performance A substantial portion of our named executives’ compensation is at-risk and dependent upon the performance of our stock price. | | No Hedging or Pledging of CNX Securities Directors, officers and employees are generally prohibited from engaging in hedging or pledging transactions with respect to our securities. | | | Meaningful Stock Retention Requirements We maintain robust stock retention requirements that align the interests of our executive officers with those of our shareholders. | | No Catch-Up Provisions or Carryover We eliminated catch-up provisions under our LTIC plan and carryover rights from our STIC plan. | | | Mix of Performance Metrics We rely on a mix of financial and non-financial goals, including ESG metrics, for both short-term and long-term performance-based awards to prevent over-emphasis on any single metric. | | No Repricing or Replacing of Underwater Stock Options The Equity and Incentive Compensation Plan prohibits repricing or replacing underwater stock options without shareholder approval. | | | Independent Compensation Committee Each member of the Compensation Committee meets the independence requirements under SEC rules and NYSE listing standards. | | No Excessive Risk-Taking We regularly assess risks to confirm that our compensation policies do not encourage excessive or unnecessary risk-taking. | | | Clawback Policy In accordance with the requirements of the NYSE listing standards, we maintain a clawback policy that empowers the Corporation to recover certain incentive compensation erroneously awarded to a current or former executive officer in the event of an accounting restatement. | | Prohibit Tax Gross-Ups for Named Executives Our policy prohibits tax gross-ups for our named executives (except for Mr. DeIuliis’ change in control agreement, which was entered into prior to 2009). | | | Value Shareholder Feedback We are responsive to shareholder concerns in developing changes to enhance our executive compensation plans. | | No Employment Agreements with Named Executives We do not have employment agreements with any of our named executives. |

  26. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives CNX’s compensation philosophy is to provide a total compensation package—that is, base salary, short-term (annual) incentive compensation, long-term (equity-based) compensation (generally, in the form of RSUs and/or PSUs), retirement compensation (401(k) contributions), and benefits (such as health insurance, vacation, etc.) that will attract and retain employees with the education, experience, values (Responsibility, Ownership and Excellence), initiative and drive necessary to execute CNX’s business plan and achieve CNX’s long-term strategic goals, including, without limitation, continued focus on optimizing intrinsic value per share. Each named executive’s total compensation opportunity has been generally targeted within a reasonable range of similarly situated executives at peer group companies (based on the review of publicly available information) after consideration of the following items for 2023: (i) the nature and scope of an executive’s responsibilities; (ii) an executive’s performance (including contribution to CNX’s financial results, operational results, and environmental goals); and (iii) the overall financial performance of the Corporation.

  27. Elements of Executive Compensation Program

    | Short-Term Incentive Compensation Program (“STIC”) | • Cash | For our 2023 STIC, the formula was: | | | | | To provide incentives to our employees to achieve FCF per share and individual performance goals for the year and to reward our employees for the achievement of those goals. | | | | Performance Measure | + | Individual Performance | = | Total Result | | | | | Adjusted FCF Per Share | | Capped at 20% of Total STIC Payout | | 200% + Individual Performance | |

  28. Elements of Executive Compensation Program

    | Compensation Element | Form of Compensation | Performance Criteria/Formula | | | Purpose | | Long-Term Incentive Compensation Program (“LTIC”) | • 2021, 2022 and 2023 PSUs (Relative Total Shareholder Return (“TSR”) metric PSUs cliff vest after three years; Absolute Stock Price (“ASP”) metric PSUs vest if target stock price is achieved, subject to continued employment for the three-year period) | • PSUs represented generally 40% of the CNX LTIC in each of the 2021, 2022 and 2023 programs • For the PSU awards granted in 2021, 2022 and 2023, the LTIC formula for the three-year performance periods was as follows: | | | To create a strong incentive for our key management members to achieve our long-term performance and ESG objectives and strategic plan, and to align management’s interests with those of our shareholders. Equity awards also are intended to retain executive talent. All equity awards settle in shares of CNX common stock. | | | | Performance Measure | Weight | | | | | | Relative TSR (TSR Peer Group) Absolute Stock Price | 50% 50% | | | | | | • The 2021 PSUs for the 2021-2023 performance period were earned at 100%. | | | | | | • 2019 PSUs (vesting 1/5 per year for five years) | • PSUs represented generally 55% of the CNX LTIC in the 2019 program • For the PSU awards granted in 2019 for the 2019 – 2023 performance period, the LTIC formula was as follows: | | | | | | | Performance Measure (2019 PSUs) | Weight | Total Units Earned (2023 Tranche) | | | | | Relative TSR (TSR Peer Group) Absolute Stock Price | 50% 50% | 96.59% | | | | • 2021, 2022 and 2023 ESG PSUs (vesting 1/3 per year for three years, but no units vest unless both goals are attained each year) | • ESG PSUs represented generally 10% of the CNX LTIC in each of the 2021, 2022 and 2023 programs. • For the ESG PSU awards granted in 2021, 2022, and 2023, the LTIC formula for the three-year performance periods was as follows: | | | | | | | Environmental Performance Measure (ESG PSUs) | Weight | Total Units Earned (2023 Tranches) | | | | | Production Target Midstream Target | 50% 50% | 100% | | | | • 2023 RSUs (vesting 1/3 per year for three years) | • RSUs represented generally 50% of the 2023 CNX LTIC • RSUs have time-based vesting | | | | | Special PSU Awards (select named executives) | • 2023 Special PSUs (vesting in three tranches of 25%, 25%, and 50% over seven years) | • Select named executive were granted Special PSUs in 2023, in addition to the regular-cycle 2023 LTIC awards • The Special PSU awards granted in 2023 may be earned based on an annualized seven-year rate of return on CNX’s stock price across three tranches: | | | | | | | Tranche | Percentage of Total Special PSUs That May Be Earned | | | | | | August 1, 2023 – July 31, 2026 | 25% | | | | | | August 1, 2026 – July 31, 2028 | 25% | | | | | | August 1, 2028 – July 31, 2030 | 50% | | | | Other Agreements and Benefits | • Retirement Benefits Change in Control Severance Agreements (“CIC Agreements”) | | | | To attract and retain key management members and for CIC Agreements, to motivate executives to take actions that are in the best interests of CNX. | | Perquisites | Examples of our Perquisites include: • Vehicle Allowance • Occasional Event Tickets | | | | To provide a competitive compensation package. |

  29. 2023 STIC

    If the threshold, or minimum, score of 70% had not been achieved, a score of zero would have been assigned, with no payout. If the Adjusted FCF per share performance level equaled or exceeded the threshold, the Adjusted FCF Per Share Score was assigned with total payout potentially modified by an individual performance factor. The “Adjusted FCF Per Share Score” was applied to the following formula: With Adjusted FCF of $1.98/share(1), the threshold performance level was not achieved, resulting in a score of zero. Accordingly, no payouts were made to executive officers under the 2023 STIC program.

  30. LTIC

    LTIC Our LTIC program is designed to create a strong incentive for our named executives to achieve the longer-term performance objectives in CNX’s strategic plan and to align management’s interests with those of our shareholders. The Compensation Committee determined that each named executive would receive his or her entire regular-cycle 2023 long-term incentive opportunity in the form of PSUs, ESG PSUs, and RSUs, with 40% of each named executive’s target long-term incentive opportunity in the form of PSUs, 10% in the form of ESG PSUs, and 50% in the form of time-based RSUs. The Compensation Committee believes that our PSU awards align the interests of our named executives with those of our shareholders because the vesting of such awards is tied to the achievement of pre-approved, long-term performance goals related to our stock price and ESG initiatives.

  31. A. 2023 PSU Grants

    A. 2023 PSU Grants The Committee approved 2023 PSU awards that vest based on performance over a three-year period with payouts, if earned, capped at 100% of the award:

  32. A. 2023 PSU Grants

    | • | 50% cliff vest following a three-year performance period, if earned, based on the achievement of a relative TSR metric against the S&P 500 Industrials index (the “TSR Peer Group”) (measured using the 20-day average closing stock price per share ending December 31 for the starting and ending points of the performance period) over such three-year period (based on the scale described below). |

  33. A. 2023 PSU Grants

    | Performance Level(1) | Multiplier | vs. TSR Peer Group | | Maximum | 100% | 75th percentile | | Target | 75% | 60th percentile | | Threshold | 50% | 25th percentile | | Below Threshold | 0% | < 25th percentile |

  34. A. 2023 PSU Grants

    | (1) Straight line interpolation between performance levels. |

  35. A. 2023 PSU Grants

    | • | 50% cliff vest following a three-year performance period if (i) ASP is $10.65 or more per share above the grant date stock price (“GDSP”) (measured using the 20-day average closing stock price per share ending on (and including) the grant date) for 20 consecutive trading days during such three-year period and (ii) generally, a named executive remains employed with CNX for three years following grant. |

  36. A. 2023 PSU Grants

    | 2024 PROXY STATEMENT | │ 43 |

  37. A. 2023 PSU Grants

    The target awards for the 2023 PSU Program are as follows:

  38. A. 2023 PSU Grants

    | Named Executive | Aggregate Dollar Value of 2023 PSU Awards | | Nicholas J. DeIuliis | $1,200,000 | | Alan K. Shepard | $680,000 | | Navneet Behl | $640,000 | | Hayley F. Scott | $240,000 | | Ravi Srivastava | $320,000 | | Olayemi Akinkugbe(1) | $460,000 | | Alexander J. Reyes(1) | $320,000 |

  39. A. 2023 PSU Grants

    | (1) See “Agreements with Former Named Executives” for a description of the treatment of Mr. Akinkugbe’s and Mr. Reyes’s PSU awards in connection with their departures from CNX. |

  40. B. 2023 ESG PSU Grants

    B. 2023 ESG PSU Grants The Committee approved 2023 ESG PSU awards that vest ratably over three years based on performance with respect to the following environmental goals, both of which must be met each year for the ESG PSUs to vest:

  41. B. 2023 ESG PSU Grants

    | • | Production Target: Reduce to and/or maintain methane emission intensity reduction of 82% less than the published ONE Future(1) 2025 sector goal (reduce to and/or maintain a 0.05% methane intensity each year of the three-year period). | | • | Midstream Target: Reduce to and/or maintain methane emission intensity reduction of 50% less than the published ONE Future(1) 2025 gathering/boostering sector target goal (reduce to and/or maintain a 0.04% methane intensity each year of the three-year period). |

  42. B. 2023 ESG PSU Grants

    The target awards for the 2023 ESG PSU Program(2) are as follows:

  43. B. 2023 ESG PSU Grants

    | Named Executive | Aggregate Dollar Value of 2023 ESG PSU Awards | | Nicholas J. DeIuliis | $300,000 | | Alan K. Shepard | $170,000 | | Navneet Behl | $160,000 | | Hayley F. Scott | $60,000 | | Ravi Srivastava | $80,000 | | Olayemi Akinkugbe(3) | $115,000 | | Alexander J. Reyes(3) | $80,000 |

  44. B. 2023 ESG PSU Grants

    | (1) The ONE Future Coalition is a group of more than 50 natural gas companies working together to voluntarily reduce methane emissions across the natural gas value chain to 1% (or less) by 2025 and is composed of some of the largest natural gas production, gathering & boosting, processing, transmission & storage and distribution companies in the U.S. and represents more than 20% of the U.S. natural gas value chain. More information is available at https://onefuture.us/. | | (2) CNX achieved the stated performance metrics for the 2023 ESG PSUs, which resulted in vesting in January 2024 of the following share amounts respectively: Mr. DeIuliis (6,238 shares), Mr. Shepard (3,535 shares), Mr. Behl (3,327 shares), Ms. Scott (1,247 shares), Mr. Srivastava (1,663 shares), Mr. Akinkugbe (2,391 shares), and Mr. Reyes (1,663 shares). | | (3) See “Agreements with Former Named Executives” for a description of the treatment of Mr. Akinkugbe’s and Mr. Reyes’s ESG PSU awards in connection with their departures from CNX. |

  45. B. 2023 ESG PSU Grants

    | 2024 PROXY STATEMENT | │ 44 |

  46. C. 2023 RSU Grants

    C. 2023 RSU Grants To provide competitive compensation, retain key executive talent, and align management’s interests with shareholders, time-based, three-year ratable vesting RSU awards were granted in the following amounts to all the named executives, subject to continued employment with CNX:

  47. C. 2023 RSU Grants

    | Named Executive | Aggregate Dollar Value of RSU Awards | | Nicholas J. DeIuliis | $1,500,000 | | Alan K. Shepard | $850,000 | | Navneet Behl | $800,000 | | Hayley F. Scott | $300,000 | | Ravi Srivastava | $400,000 | | Olayemi Akinkugbe(1) | $575,000 | | Alexander J. Reyes(1) | $400,000 |

  48. C. 2023 RSU Grants

    | (1) See “Agreements with Former Named Executives” for a description of the treatment of Mr. Akinkugbe’s and Mr. Reyes’s RSU awards in connection with their departures from CNX. |

  49. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance In January 2019, the Compensation Committee granted PSUs that vest, if earned, ratably over a five-year period. The performance period for the 2019 PSU Program was for the calendar years 2019 through 2023. In January 2021, the Compensation Committee granted PSUs that cliff vest, if earned, at the end of a three-year performance period, which for the 2021 PSU Program ended on December 31, 2023. The vesting of the prior year PSU awards was calculated based on the following pre-established, equally weighted goals, with the aggregate payout capped at 200% for the 2019 awards and 100% for the 2021 awards.

  50. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    | (i) Relative TSR (50% weight): |

  51. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    | • | 2019 PSU Program: TSR relative to the TSR Peer Group (as described below) (measured by comparing CNX’s average closing stock price per share for the 10 days ended December 31, 2023 and the companies in the TSR Peer Group as of that same date against their average closing stock price per share for the 10 days ended December 31st of the year prior to the grant date; dividends are included). The TSR Peer Group consists of Antero Resources Corporation, Coterra Energy Inc. (as successor to Cabot Oil and Gas Corporation following its merger with Cimarex Energy Co.), EQT Corporation, Gulfport Energy Corporation, Range Resources Corporation and Southwestern Energy Company. | | • | 2021 PSU Program: TSR relative to the S&P 500 Industrials index (measured by comparing CNX’s average closing stock price per share for the 10 days ending December 31 for the starting and ending points of the performance period; dividends are included). The performance scale for the 2021 PSU Program is the same as the performance scale for the 2023 PSU Program described above. |

  52. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    | (ii) Absolute Stock Price Appreciation (50% weight): |

  53. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    | • | 2019 PSU Program: Absolute stock price appreciation is determined by comparing the average closing stock price per share for the 10 days ending on December 31 of each year during the applicable performance period against the average closing stock price per share for the 10 days ended on January 31, 2019 ($13.06) (GDSP). | | • | 2021 PSU Program: Absolute stock price payout is achieved if the stock price meets or exceeds 150% of GDSP (measured using the 10-day average closing stock price per share ending on (and including) the grant date) for 20 consecutive trading days during the three-year performance period. |

  54. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    | 2024 PROXY STATEMENT | │ 45 |

  55. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    | (1) Straight line interpolation between performance levels. |

  56. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    For the 2019 PSU Program, if a tranche fails to pay out at the end of any annual tranche period with respect to the absolute stock price measure (a “Missed Year”), the unvested PSUs attributable to the Missed Year may still become fully vested, capped at the target level, if the Corporation achieves target performance (or greater) as determined after the end of the performance period of a future tranche. The opportunity to recoup any missed payouts can occur for any prior tranche, but only up to target performance level for that prior period. This is, in fact, a long-term feature of the program that was designed to incentivize employees to take actions that result in stock price appreciation in future years and not disincentivize participants in the event one component is not achieved in one year. The Missed Year provision described above only applies to 50% of the PSUs granted under the 2019 PSU Program (i.e., only the absolute stock price goal), and are not applicable for 2020 PSUs and beyond.

  57. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    | 2024 PROXY STATEMENT | │ 46 |

  58. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    The performance results for 2023 are shown in the below chart.

  59. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    | PSU Program | Performance Metric | Results | Units Earned | Weighting | Total Units Earned (2023 Tranche Only for 2019 PSU Program; Full Award Cliff Vest for 2021 PSU Program) | | 2019 PSU Program | Relative TSR | 33.3 percentile | 61.9% | 50% | | | | Absolute Stock Price | $20.20 (compared to target performance of $19.44) | 131.3% | 50% | 96.59% | | 2021 PSU Program | Relative TSR | 88.6 percentile | 100% | 50% | | | | Absolute Stock Price | Exceeded threshold price of $16.50 for more than 20 days on 3/28/2022 | 100% | 50% | 100% |

  60. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    As a result of the achievement of the above performance factors, the named executives who held PSUs at the end of 2023 earned the following payout amounts under the 2023 tranche of the 2019 PSU Program, the Missed Year provision of the 2019 PSU Program for the 2020, 2021, 2022, and 2023 tranches of such award, and the cliff-vest amount for the entire performance period under the 2021 PSU Program:

  61. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    | Named Executive(1) | PSU Program | 2019 PSU Missed Year Tranches (at target) | Percentage of Target Payout | 2023 PSU Tranche (at target) | Percentage of Target Payout | Payout Amounts (# of shares) | | Nicholas J. DeIuliis | 2019 Program | 76,451 | 100% | 45,308 | 96.59% | 120,214 | | | 2021 Program | — | — | 213,397 | 100% | 213,397 | | Alan K. Shepard | 2021 Program | — | — | 15,650 | 100% | 15,650 | | Hayley F. Scott | 2019 Program | 1,276 | 100% | 760 | 96.59% | 2,011 | | | 2021 Program | — | — | 4,079 | 100% | 4,079 | | Ravi Srivastava | 2021 Program | — | — | 3,249 | 100% | 3,249 | | Olayemi Akinkugbe(2) | 2019 Program | — | — | 1,000 | 96.59% | 966 | | | 2021 Program | — | — | 78,246 | 100% | 78,246 | | Alexander J. Reyes(2) | 2021 Program | — | — | 24,660 | 100% | 24,660 |

  62. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    | (1) Mr. Behl did not receive a PSU award under the 2019 program or the 2021 program. | | (2) See “Agreements with Former Named Executives” for a description of the treatment of Mr. Akinkugbe’s and Mr. Reyes’s PSU awards in connection with their departure from CNX. |

  63. D. 2023 PSU Tranches and 2021 PSUs: Metrics and Performance

    | 2024 PROXY STATEMENT | │ 47 |

  64. Special PSUs

    Special PSUs On August 1, 2023, the Compensation Committee approved the grant of 383,334 Special PSUs to each of Alan Shepard, Navneet Behl, and Ravi Srivastava, effective and made on such date (with potential payout from 0-100%). The Compensation Committee believes that the granting of this one-time award opportunity incentivizes these executives to achieve significant long-term per share value creation for our shareholders. This Special PSU award was structured to drive the realization of that value through an incentive structure focused solely on long-term share price performance. Based on the Corporation’s stock price on the grant date, the full achievement of these Special PSU awards represents an annualized seven-year rate of return of no less than approximately 23%. The Special PSUs have a seven-year performance period running from August 1, 2023 through July 31, 2030 and are subject to achievement of the 90 business day volume-weighted average common stock prices per share as follows:

  65. Special PSUs

    | | Tranche | Percentage of Total Performance Share Units That May Be Earned* | Minimum Stock Price (0% payout) | Target Stock Price (100% payout) | | First | August 1, 2023 – July 31, 2026 | 25% | $36.82 | $41.83 | | Second | August 1, 2026 – July 31, 2028 | 25% | $48.69 | $60.24 | | Third | August 1, 2028 – July 31, 2030 | 50% | $64.40 | $86.75 |

  66. Special PSUs

    | (1) Straight line interpolation will be used to calculate payout in the event of stock price achievement between the minimum and target levels. |

  67. Special PSUs

    If the applicable target stock price is not obtained in a particular tranche, there is no catch-up opportunity if such stock price is later obtained. If during a particular tranche, a target stock price for a later tranche is obtained early, both the Special PSUs for the current tranche and such later tranche will be deemed earned by the Compensation Committee and provided, further, that if the third tranche target stock price of $86.75 is achieved at any point during the performance period, the payment date with respect to 100% of the Special PSUs (to the extent not previously settled) will be settled and paid immediately following the Compensation Committee’s certification. Notwithstanding the foregoing, no Special PSUs will be settled or paid earlier than the first anniversary of the grant date of the Special PSUs. In the event of a “change in control” (as defined in CNX’s Equity and Incentive Compensation Plan), the stock price will be calculated based on the value of a share of the Corporation’s common stock on the date of such change in control as determined by the applicable transaction documentation. Each grantee is also required to hold, and not sell, transfer or otherwise dispose of shares relating to the Special PSUs (except in connection with applicable taxes associated with the vesting of the Special PSUs) until at least July 31, 2030. The Special PSUs are generally conditioned on the grantee’s continued employment with the Corporation through the applicable payment date.

  68. Cash Bonuses

    Cash Bonuses The Compensation Committee approved the payment of discretionary cash bonus awards to certain of the Corporation’s executive officers in recognition of their individual contributions to the Corporation’s achievement of significant strategic initiatives in fiscal year 2023, including, but not limited to: (a) enhancing the Corporation’s intrinsic value per share by continuously improving operational efficiencies in both core Marcellus and the Utica development; (b) achieving material incremental FCF from New Technologies efforts; (c) leading the industry on ESG efforts through Radical Transparency, the Corporation’s collaboration with the Pennsylvania Department of Environmental Protection, and significant continued reductions in methane intensity; and (d) returning substantial capital to shareholders through our share repurchase program. The bonuses were in the following amounts: Mr. DeIuliis ($960,000), Mr. Shepard ($135,000), Mr. Behl ($300,000), Ms. Scott ($153,000), and Mr. Srivastava ($148,500).

  69. Change in Control Agreements

    Change in Control Agreements We have CIC Agreements with each of our named executives who are currently employed by us. The CIC Agreements provide for a “double trigger” requirement, in that each named executive will receive cash severance benefits only if such named executive’s employment is terminated or constructively terminated after, or in connection with, a change in control (as defined in the respective CIC Agreements) and such named executive enters into a general release of claims reasonably satisfactory to us. Under these circumstances, the currently employed named executives would be entitled to receive a lump sum cash severance payment equal to a multiple of base pay, plus a multiple of incentive pay (as defined in each named executive’s respective CIC Agreement) as follows:

  70. Change in Control Agreements

    | Named Executive | Multiple of Base Salary and Incentive Pay | | Nicholas J. DeIuliis | 2.5 | | Alan K. Shepard | 1.5 | | Navneet Behl | 1.5 | | Hayley F. Scott | 1.5 | | Ravi Srivastava | 1.5 |

  71. Change in Control Agreements

    Additionally, benefits would be continued for 18 to 30 months (as set forth in the applicable CIC Agreement) and equity grants would accelerate and vest in connection with a change in control alone. Mr. DeIuliis’ CIC agreement was entered prior to 2009 and includes a tax gross-up provision in the event of a change in control consistent with market practice at that time (the CIC Agreements of Messrs. Shepard, Behl, and Srivastava, and Ms. Scott, which were entered into more recently, do not contain change in control tax gross-ups). If it is determined that any payment or distribution would constitute an “excess parachute payment,” we will pay a gross-up payment to Mr. DeIuliis, subject to certain limitations, such that the net amount retained by him after deduction of any excise tax imposed under Section 4999, and any tax imposed upon the gross-up payment, will be equal to the excise tax on such payments or distributions. See “Understanding Our Change in Control and Employment Termination Tables and Information.”

  72. Agreements with Former Named Executives

    Agreements with Former Named Executives Effective June 30, 2023, Olayemi Akinkugbe, CNX’s former Chief Excellence Officer, was terminated without cause from the Corporation. In connection with Mr. Akinkugbe’s separation, Mr. Akinkugbe and the Corporation entered into a severance agreement. Pursuant to this agreement, Mr. Akinkugbe agreed to consult and cooperate with the Corporation through December 31, 2023 on matters related to his past employment and be reasonably available to CNX for the purpose of responding to requests for information and documents and/or to meet with Company representatives. In consideration for his execution (and non-revocation) of a release of claims against the Corporation, Mr. Akinkugbe received (i) a lump sum payment of $340,000 and an accrued vacation payout of $30,077; (ii) vesting of his 118,474 outstanding RSUs; (iii) continued vesting of previously granted unvested PSUs and ESG PSUs (233,807 units, in the aggregate, with an aggregate value of $4,676,140), subject to attainment of the applicable performance goals as determined by the Compensation Committee after the end of the applicable performance period; and (iv) payment by CNX of his COBRA health insurance, if he elects such coverage, until the earlier of June 30, 2024 or the date upon which he becomes eligible for medical benefits from a new employer, in the aggregate amount of $17,853.10. Mr. Akinkugbe was not entitled to any 2023 STIC payout. In addition, Mr. Akinkugbe agreed to comply with confidentiality, non-competition and non-disclosure covenants in favor of the Corporation. Effective December 22, 2023, Alexander J. Reyes, CNX’s former Executive Vice President, General Counsel and Secretary, was terminated without cause from the Corporation. In connection with Mr. Reyes’s separation, Mr. Reyes and the Corporation entered into a severance agreement. Pursuant to this agreement, Mr. Reyes agreed to consult and cooperate with the Corporation through December 31, 2023 on matters related to his past employment and be reasonably available to CNX for the purpose of responding to requests for information and documents and/or to meet with Company representatives. In consideration for his execution (and non-revocation) of a release of claims against the Corporation, Mr. Reyes received (i) a lump sum payment of $440,000 and an accrued vacation payout of $30,731; (ii) vesting of his 51,989 outstanding RSUs; (iii) continued vesting of previously granted unvested PSUs and ESG PSUs (91,568 units, in the aggregate, with an aggregate value of $1,831,360), subject to attainment of the applicable performance goals as determined by the Compensation Committee after the end of the applicable performance period; and (iv) payment by CNX of his COBRA health insurance, if he elects such coverage, until the earlier of December 31, 2024 or the date upon which he becomes eligible for medical benefits from a new employer, in the aggregate amount of $21,423.72. Mr. Reyes was not entitled to any 2023 STIC payout. In addition, Mr. Reyes agreed to comply with confidentiality, non-competition and non-disclosure covenants in favor of the Corporation.

  73. Stock Retention Requirements

    Stock Retention Requirements The Compensation Committee has implemented stock retention requirements applicable to our named executives who are currently employed with CNX and certain of our other employees for regular annual cycle PSU, ESG PSU and RSU awards in which 50% of vested shares (after tax) must be held until the earlier of: (i) 10 years from the Board determined grant date or (ii) the participant reaching age 62.

  74. Summary Compensation Table — 2023, 2022, and 2021

    Summary Compensation Table — 2023, 2022, and 2021 The following table discloses the compensation for Mr. DeIuliis, the principal executive officer of CNX, Mr. Shepard, the principal financial officer of CNX, the three most highly-compensated named executives of CNX serving at the end of fiscal 2023 (other than Messrs. DeIuliis and Shepard): Mr. Behl, Chief Operating Officer; Ms. Scott, Chief Risk Officer; and Mr. Srivastava, President — New Technologies; and Mr. Akinkugbe, former Chief Excellence Officer, and Mr. Reyes, former EVP, General Counsel and Corporate Secretary, the additional individuals for whom disclosure would have been required hereunder but for the fact that neither was serving as a named executive of CNX at the end of fiscal year 2023.

  75. Summary Compensation Table — 2023, 2022, and 2021

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($)(1) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($)(2) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) (h) | All Other Compensation ($)(4) (i) | Total ($) (j) | | Nicholas J. DeIuliis(5) President and Chief Executive Officer | 2023 | $800,000 | $960,000 | $3,000,010 | $— | $— | $1,621,967 | $45,906(6) | $6,427,883 | | | 2022 | $800,000 | $— | $3,500,022 | $— | $2,208,000 | $— | $40,136 | $6,548,158 | | | 2021 | $830,769 | $— | $4,500,012 | $— | $2,352,000 | $844,449 | $45,525 | $8,572,755 | | Alan K. Shepard Chief Financial Officer | 2023 | $299,519 | $135,000 | $5,594,702 | $— | $— | $— | $17,971(7) | $6,047,192 | | | 2022 | $274,519 | $— | $750,023 | $— | $379,500 | $— | $16,470 | $1,420,512 | | Navneet Behl Chief Operating Officer | 2023 | $373,077 | $300,000 | $5,494,701 | $— | $— | $— | $20,268(8) | $6,188,046 | | Hayley F. Scott Chief Risk Officer | 2023 | $318,077 | $153,000 | $600,004 | $— | $— | $— | $19,085(9) | $1,090,166 | | Ravi Srivastava President – New Technologies | 2023 | $308,365 | $148,500 | $4,694,696 | $— | $— | $— | $24,742(10) | $5,176,303 | | | 2022 | $249,080 | $— | $600,007 | $— | $345,000 | $— | $14,944 | $1,209,031 | | Olayemi Akinkugbe Chief Excellence Officer | 2023 | $176,731 | $— | $1,150,038 | $— | $— | $— | $2,499,698(11) | $3,826,467 | | | 2022 | $349,039 | $— | $2,500,015 | $— | $210,000 | $— | $18,300 | $3,077,354 | | | 2021 | $308,846 | $— | $1,560,011 | $— | $423,000 | $— | $17,100 | $2,308,957 | | Alexander J. Reyes Executive Vice President, General Counsel, and Corporate Secretary | 2023 | $340,000 | $— | $800,023 | $— | $— | $5,326 | $1,576,689(12) | $2,722,038 | | | 2022 | $339,231 | $— | $800,015 | $— | $428,400 | $— | $18,300 | $1,585,946 | | | 2021 | $305,769 | $— | $520,020 | $— | $441,000 | $— | $17,100 | $1,283,889 |

  76. Summary Compensation Table — 2023, 2022, and 2021

    | (1) These values represent the aggregate grant date fair value of PSU, ESG PSU, Special PSU and RSU awards granted to the named executives in 2023, as applicable. The values are based on the aggregate grant date fair value of the awards computed in accordance with SEC rules and FASB ASC Topic 718, excluding the effect of estimate forfeitures. The amounts reported in this column reflect the accounting cost for these awards, and do not correspond to the actual economic value that may be received by the named executives. A discussion of the valuation assumptions relating to these PSU, ESG PSU, Special PSU and RSU awards is provided in Note 15 — Stock-Based Compensation in the Notes to the Audited Consolidated Financial Statements in Part II, Item 8 of the 2023 Annual Report. For the 2023 PSUs and ESG PSUs, the value of the awards, as reported in the table, does not change assuming that the highest level of performance conditions will be achieved. | | (2) There was no 2023 STIC payout made to any of the named executives. |

  77. Summary Compensation Table — 2023, 2022, and 2021

    | 2024 PROXY STATEMENT | │ 52 |

  78. Summary Compensation Table — 2023, 2022, and 2021

    | (3) The amounts for 2023 and 2021 reflect the actuarial increase in the present value of the named executive’s benefits under the SERP and the defined contribution New Restoration Plan through December 31 of the respective year. As it relates to Mr. DeIuliis, the value shown assumes a normal retirement age of 65 for the SERP benefit, despite the fact that Mr. DeIuliis would not be eligible to receive the normal retirement benefit until 2033. If Mr. DeIuliis was to retire earlier, his benefit would be age reduced pursuant to the provisions of the SERP. The amounts shown were determined primarily using the interest rate assumptions and mortality assumptions (the latter for Mr. DeIuliis only) set forth in the financial statements of CNX’s applicable Annual Reports on Form 10-K (Note 14) in the 2023 Annual Report for the 2023 amount. Values may fluctuate significantly from year to year depending on several factors, including age, years of service, average annual earnings and the assumptions used to determine the present value, such as mortality and discount rate. | | (4) On April 6, 2009, CNX filed a Current Report on Form 8-K stating that it would no longer provide tax gross-ups to its officers, as defined under Section 16 of the Exchange Act, in connection with company-maintained perquisite programs. From time to time, we provide tickets to sporting and other entertainment events to our employees, including our named executives, primarily for business purposes. See “Compensation Discussion and Analysis — Other Compensation Policies and Information.” | | (5) Mr. DeIuliis did not receive any additional compensation from CNX in connection with his Board service in 2023. In addition, Mr. DeIuliis’ base salary for 2021 was set at $800,000, but exceeded that amount only due to a payroll accrual anomaly that occurred at the end of 2021. | | (6) Mr. DeIuliis’ personal benefits for 2023 include: a vehicle allowance of $19,860, physical exam $1,948, airfare $4,298, and $19,800 in employer matching contributions made by CNX under its 401(k) plan. | | (7) The total in column (i) for Mr. Shepard is $17,971 in matching contributions made by CNX under its 401(k) plan. | | (8) The total in column (i) for Mr. Behl includes $19,800 in matching contributions made by CNX under its 401(k) plan and $468 in airfare. In 2023, the Compensation Committee and the Board determined that it is in the best interests of CNX to permit Mr. Behl to have personal use of a private aircraft at the Corporation’s cost to visit his family residing in Texas, subject to certain limitations and restrictions. | | (9) The total in column (i) for Ms. Scott is $19,085 in matching contributions made by CNX under its 401(k) plan. | | (10) The total in column (i) for Mr. Srivastava includes $18,502 in matching contributions made by CNX under its 401(k) plan and $6,240 in airfare. | | (11) The total in column (i) for Mr. Akinkugbe includes $12,409 in employer matching contributions made by CNX under its 401(k) plan. Also included are the following payments and benefits provided to Mr. Akinkugbe by CNX in connection with his termination of employment without cause from CNX: (i) a lump sum payment of $340,000, (ii) a vacation payout of $30,077, (iii) a value of $2,099,359, representing his outstanding RSUs that were deemed vested in connection with his departure and (iv) $17,853 for health insurance premiums. The total in this column excludes Mr. Akinkugbe’s unvested PSUs and ESG PSUs (233,807 units, in the aggregate, with an aggregate value of $4,676,140, assuming target performance) that were deemed to remain eligible for vesting following his departure from CNX but for which the attributable values are indeterminable because such awards are still subject to the future attainment of performance goals. The values of such unvested PSUs and ESG PSUs are included in the 2021, 2022, and 2023 rows of the “Stock Awards” column. | | (12) The total in column (i) for Mr. Reyes includes $19,800 in employer matching contributions made by CNX under its 401(k) plan. Also included are the following payments and benefits provided to Mr. Reyes by CNX in connection with his termination of employment without cause from CNX: (i) a lump sum payment of $440,000, (ii) a vacation payout of $30,731, (iii) a value of $1,064,735, representing his outstanding RSUs that were deemed vested in connection with his departure and (iv) $21,424 for health insurance premiums. The total in this column excludes Mr. Reyes’s unvested PSUs and ESG PSUs (91,568 units, in the aggregate, with an aggregate value of $1,831,360, assuming target performance) that were deemed to remain eligible for vesting following his departure from CNX but for which the attributable values are indeterminable because such awards are still subject to the future attainment of performance goals. The values of such unvested PSUs and ESG PSUs are included in the 2021, 2022, and 2023 rows of the “Stock Awards” column. |

  79. Summary Compensation Table — 2023, 2022, and 2021

    | 2024 PROXY STATEMENT | │ 53 |

  80. Grants of Plan-Based Awards — 2023

    Grants of Plan-Based Awards — 2023 The following table sets forth each grant made to a named executive in the 2023 fiscal year under plans established by CNX.

  81. Grants of Plan-Based Awards — 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Nicholas J. DeIuliis | — | 672,000 | 960,000 | 2,400,000 | — | — | — | — | — | — | — | | | 1/3/2023(2) | — | — | — | 25,402 | 38,103 | 101,609 | — | — | — | 1,200,002 | | | 1/3/2023(3) | — | — | — | — | — | — | 93,575 | — | — | 1,500,007 | | | 1/3/2023(4) | — | — | — | — | 18,715 | — | — | — | — | 300,001 | | Alan K. Shepard | — | 126,000 | 180,000 | 450,000 | — | — | — | — | — | — | — | | | 1/3/2023(2) | — | — | — | 14,395 | 21,592 | 57,579 | — | — | — | 680,008 | | | 1/3/2023(3) | — | — | — | — | — | — | 53,026 | — | — | 850,007 | | | 1/3/2023(4) | — | — | — | — | 10,606 | — | — | — | — | 170,014 | | | 8/1/2023(5) | — | — | — | 0 | 383,334 | — | — | — | — | 3,894,673 | | Navneet Behl | — | 168,000 | 240,000 | 600,000 | — | — | — | — | — | — | — | | | 1/3/2023(2) | — | — | — | 13,548 | 20,322 | 54,192 | — | — | — | 640,008 | | | 1/3/2023(3) | — | — | — | — | — | — | 49,907 | — | — | 800,009 | | | 1/3/2023(4) | — | — | — | — | 9,982 | — | — | — | — | 160,011 | | | 8/1/2023(5) | — | — | — | 0 | 383,334 | — | — | — | — | 3,894,673 | | Hayley F. Scott | — | 142,800 | 204,000 | 510,000 | — | — | — | — | — | — | — | | | 1/3/2023(2) | — | — | — | 5,081 | 7,621 | 20,322 | — | — | — | 240,003 | | | 1/3/2023(3) | — | — | — | — | — | — | 18,715 | — | — | 300,001 | | | 1/3/2023(4) | — | — | — | — | 3,743 | — | — | — | — | 60,000 | | Ravi Srivastava | — | 138,600 | 198,000 | 495,000 | — | — | — | — | — | — | — | | | 1/3/2023(2) | — | — | — | 6,774 | 10,161 | 27,096 | — | — | — | 320,004 | | | 1/3/2023(3) | — | — | — | — | — | — | 24,954 | — | — | 400,013 | | | 1/3/2023(4) | — | — | — | — | 4,991 | — | — | — | — | 80,006 | | | 8/1/2023(5) | — | — | — | 0 | 383,334 | — | — | — | — | 3,894,673 | | Olayemi Akinkugbe | — | 142,800 | 204,000 | 510,000 | — | — | — | — | — | — | — | | | 1/3/2023(2) | — | — | — | 9,738 | 14,607 | 38,951 | — | — | — | 460,011 | | | 1/3/2023(3) | — | — | — | — | — | — | 35,871 | — | — | 575,012 | | | 1/3/2023(4) | — | — | — | — | 7,175 | — | — | — | — | 115,015 |

  82. Grants of Plan-Based Awards — 2023

    | 2024 PROXY STATEMENT | │ 54 |

  83. Grants of Plan-Based Awards — 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(6) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Alexander J. Reyes | — | 142,800 | 204,000 | 510,000 | — | — | — | — | — | — | — | | | 1/3/2023(2) | — | — | — | 6,774 | 10,161 | 27,096 | — | — | — | 320,004 | | | 1/3/2023(3) | — | — | — | — | — | — | 24,954 | — | — | 400,013 | | | 1/3/2023(4) | — | — | — | — | 4,991 | — | — | — | — | 80,006 |

  84. Grants of Plan-Based Awards — 2023

    | (1) These awards were made pursuant to the 2023 STIC program under the Executive Annual Incentive Plan. There was no 2023 STIC payout made to any of the named executives. | | (2) These rows report the number of 2023 PSUs that may be earned pursuant to the awards granted under the Equity and Incentive Compensation Plan. The amounts reflect threshold (50%), target (75%), and maximum (100%) vesting based on applicable performance levels for the TSR component of the PSUs and threshold (0%), target (0%), and maximum (100%) vesting for the ASP component of the PSUs. For additional details regarding the 2023 PSU awards, see the description of our 2023 LTIC program in the “Compensation Discussion and Analysis” section of this Proxy Statement. | | (3) 2023 RSU grants were made under the Equity and Incentive Compensation Plan. | | (4) These rows report the number of 2023 ESG PSUs that may be earned under the Equity and Incentive Compensation Plan. The ESG PSUs vest at target if both performance metrics are satisfied. If either metric is not achieved, the ESG PSUs will not vest. Therefore, the amounts reflect target (100%) vesting only (there is no threshold or maximum). For additional details regarding the 2023 ESG PSU awards, see the description of our 2023 LTIC program in the “Compensation Discussion and Analysis” section of this Proxy Statement. | | (5) These rows report the number of Special PSUs that may be earned under the Equity and Incentive Compensation Plan. The amounts reflect threshold (0%) and target (100%) vesting only (there is no maximum). For additional details regarding the 2023 Special PSU awards, see “Special PSUs” in the “Compensation Discussion and Analysis” section of this Proxy Statement. | | (6) The values set forth in this column reflect the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The values set forth in this table may not correspond to the actual values that will be realized by the named executives. |

  85. Grants of Plan-Based Awards — 2023

    | 2024 PROXY STATEMENT | │ 55 |

  86. Outstanding Equity Awards at Fiscal Year-End — 2023

    Outstanding Equity Awards at Fiscal Year-End — 2023 The following table sets forth all unexercised options and unvested PSU, ESG PSU, Special PSU and RSU awards granted under CNX’s Equity and Incentive Compensation Plan that have been awarded to our named executives by CNX and were outstanding as of December 31, 2023.

  87. Outstanding Equity Awards at Fiscal Year-End — 2023

    | | Option Awards | | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options (#) (Exercisable) (b) | Number of Securities Underlying Unexercised Options (#) (Unexercisable) (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have not Vested (#) (g) | Market value of Shares or Units of Stock That Have Not Vested ($)(1) (h) | Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) (j) | | Nicholas J. DeIuliis | 795,563(2) | — | — | 6.874 | 1/29/2026 | — | — | — | — | | | 127,660(3) | — | — | 10.525 | 1/2/2030 | — | — | — | — | | | — | — | — | — | — | 67,691(5) | $1,353,820 | — | — | | | — | — | — | — | — | 84,055(6) | $1,681,100 | — | — | | | — | — | — | — | — | 93,575(8) | $1,871,500 | — | — | | | — | — | — | — | — | 64,339(10) | $1,286,780 | — | — | | | — | — | — | — | — | 120,214(11) | $2,404,280 | — | — | | | — | — | — | — | — | 213,397(12) | $4,267,940 | — | — | | | — | — | — | — | — | 13,538(13) | $270,760 | — | — | | | — | — | — | — | — | 8,406(14) | $168,120 | — | — | | | — | — | — | — | — | 6,238(15) | $124,760 | — | — | | | — | — | — | — | — | — | — | 165,947(16) | $3,318,940 | | | — | — | — | — | — | — | — | 20,883(17) | $417,660 | | Alan K. Shepard | 3,051(4) | — | — | 7.200 | 2/25/2030 | — | — | — | — | | | — | — | — | — | — | 4,514(5) | $90,280 | — | — | | | — | — | — | — | — | 18,013(6) | $360,260 | — | — | | | — | — | — | — | — | 53,026(8) | $1,060,520 | — | — | | | — | — | — | — | — | 13,787(10) | $275,740 | — | — | | | — | — | — | — | — | 15,650(12) | $313,000 | — | — | | | — | — | — | — | — | 904(13) | $18,080 | — | — | | | — | — | — | — | — | 1,801(14) | $36,020 | — | — | | | — | — | — | — | — | 3,535(15) | $70,700 | — | — | | | — | — | — | — | — | — | — | 71,366(16) | $1,427,320 | | | — | — | — | — | — | — | — | 8,873(17) | $177,460 | | | — | — | — | — | — | — | — | 383,334(18) | $7,666,680 | | Navneet Behl | — | — | — | — | — | 49,907(8) | $998,140 | — | — | | | — | — | — | — | — | 17,362(9) | $347,240 | — | — | | | — | — | — | — | — | 3,327(15) | $66,540 | — | — | | | — | — | — | — | — | — | — | 54,192(16) | $1,083,840 | | | — | — | — | — | — | — | — | 6,655(17) | $133,100 | | | — | — | — | — | — | — | — | 383,334(18) | $7,666,680 |

  88. Outstanding Equity Awards at Fiscal Year-End — 2023

    | 2024 PROXY STATEMENT | │ 56 |

  89. Outstanding Equity Awards at Fiscal Year-End — 2023

    | | Option Awards | | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Option (#) (Exercisable) (b) | Number of Securities Underlying Unexercised Options (#) (Unexercisable) (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have not Vested (#) (g) | Market value of Shares or Units of Stock That Have Not Vested ($)(1) (h) | Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) (j) | | Hayley F. Scott | 2,441(3) | — | — | 10.525 | 1/21/2030 | — | — | — | — | | | — | — | — | — | — | 1,295(5) | $25,900 | — | — | | | — | — | — | — | — | 2,109(6) | $42,180 | — | — | | | | | | | | 3,696(7) | $73,920 | | | | | — | — | — | — | — | 18,715(8) | $374,300 | — | — | | | — | — | — | — | — | 1,614(10) | $32,280 | — | — | | | | | | | | 2,011(11) | $40,220 | | | | | | | | | | 4,079(12) | $81,580 | | | | | — | — | — | — | — | 259(13) | $5,180 | — | — | | | — | — | — | — | — | 211(14) | $4,220 | — | — | | | — | — | — | — | — | 1,247(15) | $24,940 | — | — | | | — | — | — | — | — | — | — | 21,936(16) | $438,720 | | | — | — | — | — | — | — | — | 2,708(17) | $54,160 | | Ravi Srivastava | 1,300(3) | | — | 10.525 | 1/21/2030 | | | | | | | | | | | | 1,032(5) | $20,640 | | | | | — | — | — | — | — | 14,410(6) | $288,200 | — | — | | | — | — | — | — | — | 24,954(8) | $499,080 | — | — | | | — | — | — | — | — | 11,030(10) | $220,600 | — | — | | | — | — | — | — | — | 3,249(12) | $64,980 | — | — | | | — | — | — | — | — | 207(13) | $4,140 | — | — | | | — | — | — | — | — | 1,441(14) | $28,820 | — | — | | | — | — | — | — | — | 1,663(15) | $33,260 | — | — | | | — | — | — | — | — | — | — | 38,125(16) | $762,500 | | | — | — | — | — | — | — | — | 4,770(17) | $95,400 | | | — | — | — | — | — | — | — | 383,334(18) | $7,666,680 | | Olayemi Akinkugbe | — | — | — | — | — | 2,647(11) | $52,940 | — | — | | | — | — | — | — | — | 78,246(12) | $1,564,920 | — | — | | | — | — | — | — | — | 4,514(13) | $90,280 | — | — | | | — | — | — | — | — | 6,004(14) | $120,080 | — | — | | | — | — | — | — | — | 2,391(15) | $47,820 | — | — | | | | | | | | | | 84,907(16) | $1,698,140 | | | — | — | — | — | — | — | — | 10,789(17) | $215,780 |

  90. Outstanding Equity Awards at Fiscal Year-End — 2023

    | 2024 PROXY STATEMENT | │ 57 |

  91. Outstanding Equity Awards at Fiscal Year-End — 2023

    | | Option Awards | | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Option (#) (Exercisable) (b) | Number of Securities Underlying Unexercised Options (#) (Unexercisable) (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have not Vested (#) (g) | Market value of Shares or Units of Stock That Have Not Vested ($)(1) (h) | Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) (j) | | Alexander J. Reyes | — | — | — | — | — | 24,660(12) | $493,200 | — | — | | | — | — | — | — | — | 1,566(13) | $31,320 | — | — | | | — | — | — | — | — | 1,921(14) | $38,420 | — | — | | | — | — | — | — | — | 1,663(15) | $33,260 | — | — | | | — | — | — | — | — | — | — | 41,802(16) | $836,040 | | | — | — | — | — | — | — | — | 5,250(17) | $105,000 |

  92. Outstanding Equity Awards at Fiscal Year-End — 2023

    | (1) The market values for PSUs, ESG PSUs, Special PSUs and RSUs were determined by multiplying the closing market price per share for CNX common stock on December 29, 2023 ($20.00) by the number of shares relating to such awards. | | (2) Options granted January 29, 2016 that vested and became exercisable in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date. | | (3) Options granted January 2, 2020 that vested and became exercisable in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date. | | (4) Options granted February 25, 2020 that vested and became exercisable in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date. | | (5) RSUs granted on January 4, 2021 that vest in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date. | | (6) RSUs granted on January 3, 2022 that vest in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date. | | (7) RSUs granted on January 31, 2022 that vest in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date. | | (8) RSUs granted on January 3, 2023 that vest in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date. | | (9) RSUs granted on September 1, 2022 that vest in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date. | | (10) The portion of the PSU awards granted in 2022 related to the ASP metric, which were earned on April 20, 2022, is based on the Corporation’s ASP from March 23, 2022 through such date. These PSUs will vest following the three-year performance period subject to continued employment for the remainder of the three-year period. | | (11) The performance period for the 2023 tranche of the 2019 PSU awards was January 1, 2023 through December 31, 2023. The amounts are based on actual performance results for the period and vested in January 2024 when the Compensation Committee certified performance. | | (12) The performance period for the 2021 PSU awards was January 1, 2021 through December 31, 2023. The amounts are based on actual performance results for the period and vested in January 2024 when the Compensation Committee certified performance. | | (13) The performance period for the 2023 tranche of the 2021 ESG PSU awards was January 1, 2023 through December 31, 2023. The amounts are based on actual performance results for the period and vested in January 2024 when the Compensation Committee certified performance. | | (14) The performance period for the 2023 tranche of the 2022 ESG PSU awards was January 1, 2023 through December 31, 2023. The amounts are based on actual performance results for the period and vested in January 2024 when the Compensation Committee certified performance. | | (15) The performance period for the 2023 tranche of the 2023 ESG PSU awards was January 1, 2023 through December 31, 2023. The amounts are based on actual performance results for the period and vested in January 2024 when the Compensation Committee certified performance. | | (16) The aggregate number of unvested PSUs for which the performance period had not lapsed as of December 31, 2023 (as applicable). The performance period for the PSU awards granted in 2022 is January 1, 2022 through December 31, 2024 and the performance period for the PSU awards granted in 2023 is January 1, 2023 through December 31, 2025. In each case, the full award will cliff vest to the extent earned, following the three-year performance period: 50% based on the achievement of relative TSR metric and 50% based on the achievement of an ASP metric. On April 20, 2022, the 2022 PSUs related to the ASP metric were earned based on the Corporation’s ASP from March 23, 2022 through such date and generally remain subject to continued employment for the remainder of the three-year period. As such, this earned portions of the award is included in column (g). The amounts presented for the 2022 PSU award are based on achieving performance goals at the maximum level as to the TSR goal (the ASP portion of this award was earned on April 20, 2022 as described above). The amounts presented for the 2023 PSU award are based on achieving performance goals at the maximum level as to the TSR and ASP goals. | | (17) The aggregate number of unvested ESG PSUs for which the performance period had not lapsed as of December 31, 2023. The performance period for the ESG PSU awards granted in 2022 is January 1, 2022 through December 31, 2024, vesting one-third per year (with the 2024 tranche remaining outstanding and included in this column). The performance period for the ESG PSU awards granted in 2023 is January 1, 2023 through December 31, 2025, vesting one-third per year (with the 2024 and 2025 tranches remaining outstanding and included in this column). The amounts presented for the 2022 and 2023 ESG PSU awards are based on achieving performance goals at the target level. The earned amounts related to the 2023 tranche of the 2022 and 2023 ESG PSU awards are described above and reflected in column (g). | | (18) The aggregate number of unvested Special PSUs for which the performance period had not lapsed as of December 31, 2023. The Special PSUs may generally be earned and will be paid incrementally over seven years in three tranches of 25%, 25%, and 50% based on three separate sub-performance periods (with an opportunity to earn later tranches early if the applicable performance goal for such later tranche is achieved early): Tranche 1--August 1, 2023 – July 31, 2026; Tranche 2--August 1, 2026 – July 31, 2028; and Tranche 3--August 1, 2028 – July 31, 2030. The amounts shown are calculated based on CNX’s closing market price per share of $20.00 on December 29, 2023 (the last trading day of 2023). Assuming this value per share under the terms of the Special PSUs, the payout value for each of Messrs. Shepard’s, Behl’s, and Srivastava’s awards would be zero. If it was assumed that threshold performance goals were achieved under the Special PSU program (i.e., maximum target stock price under Tranche 1 of the program), then (i) the number of shares awarded to each of Messrs. Shepard, Behl, and Srivastava would be 95,834 (the maximum amount of total performance share units that may be earned under Tranche 1 of the program), and (ii) the value per share would be $41.83 (the maximum target stock price under Tranche 1 of the program), resulting in a payout value for each of Messrs. Shepard’s, Behl’s, and Srivastava’s awards of $4,008,736. For additional details regarding the 2023 Special PSU awards, see “Special PSUs” in the “Compensation Discussion and Analysis” section of this Proxy Statement. |

  93. Outstanding Equity Awards at Fiscal Year-End — 2023

    | 2024 PROXY STATEMENT | │ 58 |

  94. Option Exercises and Stock Vested Table — 2023

    Option Exercises and Stock Vested Table — 2023 The following table sets forth information concerning each exercise of CNX options and the vesting of RSUs, PSUs and ESG PSUs of CNX during the 2023 fiscal year.

  95. Option Exercises and Stock Vested Table — 2023

    | | Option Awards | | Stock Awards(1) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Nicholas J. DeIuliis | — | — | 488,071 | $8,120,763 | | Alan K. Shepard | — | — | 37,231 | $593,050 | | Navneet Behl | — | — | 8,680 | $196,776 | | Hayley F. Scott | — | — | 11,913 | $197,501 | | Ravi Srivastava | — | — | 15,130 | $247,231 | | Olayemi Akinkugbe | 16,210 | $176,330 | 257,901 | $4,449,191 | | Alexander J. Reyes | — | — | 87,608 | $1,706,170 |

  96. Option Exercises and Stock Vested Table — 2023

    | (1) Values include vesting of RSU awards granted in each of 2020 (third tranche), 2021 (second tranche), and 2022 (first tranche), as well as PSU awards granted in 2018 (fifth tranche) and 2019 (fourth tranche), and PSU ESG awards granted in 2021 (second tranche) and 2022 (first tranche). In the case of Mr. Akinkugbe and Mr. Reyes, values include the vesting of their outstanding RSU and 2022 PSU (as to the ASP metric) awards in connection with their respective terminatons without cause. |

  97. Pension Benefits Table — 2023

    Pension Benefits Table — 2023 The following table provides information with respect to each plan that provides for specified retirement payments or benefits, or payments or benefits that will be provided primarily following retirement, including benefits available under the CNX nonqualified defined benefit plans (which we refer to as the Supplemental Retirement Plan (“SERP”) and the New Restoration Plan), but excluding nonqualified defined contribution plans.

  98. Pension Benefits Table — 2023

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | Payments During Last Fiscal Year ($) | | Nicholas J. DeIuliis | Supplemental Retirement Plan | 20 | $11,235,176 | — | | Alan K. Shepard | N/A | — | — | — | | Navneet Behl | N/A | — | — | — | | Hayley F. Scott | N/A | — | — | — | | Ravi Srivastava | N/A | — | — | — | | Olayemi Akinkugbe | N/A | — | — | — | | Alexander J. Reyes | New Restoration Plan | —(2) | $47,036 | — |

  99. Pension Benefits Table — 2023

    | (1) The accumulated benefits included in this column were computed through December 31, 2023 using the assumptions stated in the financial statements included in Note 14 - Pension in the Notes to the Audited Consolidated Financial Statements in Part II, Item 8 of the 2023 Annual Report (“Note 14”). The table above excludes benefits relating to the Pension Plan, which was assumed by CONSOL Energy Inc. in connection with its separation from CNX. As it relates to Mr. DeIuliis, the value shown assumes a normal retirement age of 65 for the SERP benefit, despite the fact that Mr. DeIuliis would not be eligible to receive the normal retirement benefit until 2033. If Mr. DeIuliis was to retire earlier, his benefit would be age reduced pursuant to the provisions of the SERP. The amounts shown were determined primarily using the interest rate assumptions and mortality assumptions (the latter for Mr. DeIuliis only) set forth in Note 14. Values may fluctuate significantly from year to year depending on several factors, including age, years of service, average annual earnings and the assumptions used to determine the present value, such as mortality and discount rate. | | (2) Years of service are not included as service is not a factor in the calculation of benefits for the New Restoration Plan (described below). |

  100. Pension Benefits Table — 2023

    | 2024 PROXY STATEMENT | │ 59 |

  101. Understanding Our Pension Benefits Table

    Understanding Our Pension Benefits Table This section provides information regarding CNX’s retirement programs, which include the SERP and the New Restoration Plan.

  102. Potential Payments Upon Termination or Change in Control Tables

    Potential Payments Upon Termination or Change in Control Tables Except as otherwise indicated, 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, retirement, termination not for cause, or a constructive termination of a named executive, or a “change in control” of CNX and/or CNX Gas, in the case of Mr. DeIuliis, or a change in the named executive’s responsibilities, as such scenarios are contemplated in the contracts, agreements, plans or arrangements described below. For each currently employed named executive, the payments and benefits detailed in the tables below are in addition to any payments and benefits under our plans and arrangements that are offered or provided generally to all salaried employees on a non-discriminatory basis and any accumulated vested benefits for each named executive, including those set forth in the Pension Benefits Table — 2023, and any stock options vested as of December 31, 2023 (which are set forth in the Outstanding Equity Awards at Fiscal Year-End Table — 2023). The tables assume that employment termination and/or the change in control occurred on December 29, 2023 and a valuation of our common stock based on its closing market price per share on December 29, 2023 of $20.00 per share (the last business day of fiscal year 2023). The tables also assume that each named executive will take all action necessary or appropriate for such person to receive the maximum available benefit, such as execution of a release of claims and compliance with restrictive covenants described below. A description of some 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 change in control are also described under “Compensation Discussion and Analysis.” The footnotes to the tables describe the assumptions that were used in calculating the amounts reflected therein. In connection with Mr. Akinkugbe’s termination of employment without cause from CNX effective June 30, 2023, CNX entered into a severance agreement with him pursuant to which he received, after his execution (and non-revocation) of a release of claims against the Corporation, (i) a lump sum payment of $340,000 and an accrued vacation payout of $30,077; (ii) vesting of his 118,474 outstanding RSU awards with a value of $2,099,359; (iii) continued vesting of previously granted unvested PSUs and ESG PSUs (233,807 units, in the aggregate, with an aggregate value of $4,676,140, assuming target performance), subject to attainment of the applicable performance goals as determined by the Compensation Committee after the end of the applicable performance period; and (iv) payment by CNX of his COBRA health insurance, if he elects such coverage, until the earlier of June 30, 2024 or the date upon which he becomes eligible for medical benefits from a new employer, in the aggregate amount of $17,853. Mr. Akinkugbe was not entitled to any 2023 STIC payout. In addition, Mr. Akinkugbe agreed to comply with confidentiality, non-competition and non-disclosure covenants in favor of the Corporation. In connection with Mr. Reyes’s termination of employment without cause from CNX effective December 22, 2023, CNX entered into a severance agreement pursuant to which he received, after execution (and non-revocation) of a release of claims against the Corporation, (i) a lump sum payment of $440,000 and an accrued vacation payout of $30,731; (ii) vesting of his 51,989 outstanding RSUs with a value of $1,064,735; (iii) continued vesting of previously granted unvested PSUs and ESG PSUs (91,568 units, in the aggregate, with an aggregate value of $1,831,360, assuming target performance), subject to attainment of the applicable performance goals as determined by the Compensation Committee after the end of the applicable performance period; and (iv) payment by CNX of his COBRA health insurance, if he elects such coverage, until the earlier of December 31, 2024 or the date upon which he becomes eligible for medical benefits from a new employer, in the aggregate amount of $21,424. Mr. Reyes was not entitled to any 2023 STIC payout. In addition, Mr. Reyes agreed to comply with confidentiality, non-competition and non-disclosure covenants in favor of the Corporation. For further information, see “Compensation Discussion and Analysis — Agreements with Former Named Executives.”

  103. Potential Payments Upon Termination or Change in Control Tables

    | 2024 PROXY STATEMENT | │ 61 |

  104. ALAN K. SHEPARD*

    | Executive Benefits and Payments Upon Termination | Retirement | Termination Not for Cause/ Reduction in Force | Termination For Cause | Death | Disability | Change in Control Termination(2) | | Compensation: | | | | | | | | Base Salary | — | — | — | — | — | $450,000 | | Short-Term Incentive(3) | — | — | — | $180,000 | — | $397,250 | | Severance Pay Plan(4) | — | $57,692 | — | — | — | — | | Long-Term Incentive Compensation:(5)(9) | | | | | | | | Options: Unvested | — | — | — | — | — | — | | RSUs: Unvested | — | $1,511,060 | — | $1,511,060 | $1,511,060 | $1,511,060 | | PSUs: Unvested | — | $1,703,060 | — | $1,703,060 | $1,703,060 | $1,703,060 | | ESG PSUs: Unvested | — | $177,460 | — | $177,460 | $177,460 | $177,460 | | Special PSUs: Unvested(10) | — | $0 | | $0 | $0 | $0 | | Benefits and Perquisites: | | | | | | | | Outplacement service | — | — | — | — | — | $25,000 | | Continuation of medical/drug/dental benefits(6) | — | — | — | — | — | $32,136 | | 401(k) payment | — | — | — | — | — | $27,000 | | New Restoration Plan | — | — | — | — | — | — | | 280G Tax Reduction(8) | — | — | — | — | — | $(1,815,891) | | TOTAL | | $11,115,952 | | $11,238,260 | $11,058,260 | $2,507,075 |

  105. NAVNEET BEHL*

    | Executive Benefits and Payments Upon Termination | Retirement | Termination Not for Cause/ Reduction in Force | Termination For Cause | Death | Disability | Change in Control Termination(2) | | Compensation: | | | | | | | | Base Salary | — | — | — | — | — | $600,000 | | Short-Term Incentive(3) | — | — | — | $240,000 | — | $360,000 | | Severance Pay Plan(4) | — | $61,538 | — | — | — | — | | Long-Term Incentive Compensation:(5)(9) | | | | | | | | Options: Unvested | — | — | — | — | — | — | | RSUs: Unvested | — | $1,345,380 | — | $1,345,380 | $1,345,380 | $1,345,380 | | PSUs: Unvested | — | $1,083,840 | — | $1,083,840 | $1,083,840 | $1,083,840 | | ESG PSUs: Unvested | — | $133,100 | — | $133,100 | $133,100 | $133,100 | | Special PSUs: Unvested(10) | — | $0 | — | $0 | $0 | $0 | | Benefits and Perquisites: | | | | | | | | Outplacement service | — | — | — | — | — | $25,000 | | Continuation of medical/drug/dental benefits(6) | — | — | — | — | — | $32,136 | | 401(k) payment | — | — | — | — | — | $29,700 | | New Restoration Plan | — | — | — | — | — | — | | 280G Tax Reduction(8) | — | — | — | — | — | $(1,314,836) | | TOTAL | | $10,290,538 | | $10,469,000 | $10,229,000 | $2,294,320 |

  106. HAYLEY F. SCOTT*

    | Executive Benefits and Payments Upon Termination | Retirement | Termination Not for Cause/ Reduction in Force | Termination For Cause | Death | Disability | Change in Control Termination(2) | | Compensation: | | | | | | | | Base Salary | — | — | — | — | — | $510,000 | | Short-Term Incentive(3) | — | — | — | $204,000 | — | $391,350 | | Severance Pay Plan(4) | — | $52,308 | — | — | — | — | | Long-Term Incentive Compensation:(5)(9) | | | | | | | | Options: Unvested | — | — | — | — | — | — | | RSUs: Unvested | — | $516,300 | — | $516,300 | $516,300 | $516,300 | | PSUs: Unvested | — | $471,000 | — | $471,000 | — | $471,000 | | ESG PSUs: Unvested | — | $54,160 | — | $54,160 | $54,160 | $54,160 | | Benefits and Perquisites: | | | | | | | | Outplacement service | — | — | — | — | — | $25,000 | | Continuation of medical/drug/dental benefits(6) | — | — | — | — | — | $18,131 | | 401(k) payment | — | — | — | — | — | $29,700 | | New Restoration Plan | — | — | — | — | — | — | | 280G Tax Reduction(8) | — | — | — | — | — | — | | TOTAL | | $1,093,768 | — | $1,245,460 | $570,460 | $2,015,641 |

  107. RAVI SRIVASTAVA*

    | Executive Benefits and Payments Upon Termination | Retirement | Termination Not for Cause/ Reduction in Force | Termination For Cause | Death | Disability | Change in Control Termination(2) | | Compensation: | | | | | | | | Base Salary | — | — | — | — | — | $495,000 | | Short-Term Incentive(3) | — | — | — | $198,000 | — | $301,189 | | Severance Pay Plan(4) | — | $126,923 | — | — | — | — | | Long-Term Incentive Compensation:(5)(9) | | | | | | | | Options: Unvested | — | — | — | — | — | — | | RSUs: Unvested | — | $807,920 | — | $807,920 | $807,920 | $807,920 | | PSUs: Unvested | — | $983,100 | — | $983,100 | $983,100 | $983,100 | | ESG PSUs: Unvested | — | $95,400 | — | $95,400 | $95,400 | $95,400 | | Special PSUs: Unvested(10) | — | $0 | — | $0 | $0 | $0 | | Benefits and Perquisites: | | | | | | | | Outplacement service | — | — | — | — | — | $25,000 | | Continuation of medical/drug/dental benefits(6) | — | — | — | — | — | $30,630 | | 401(k) payment | — | — | — | — | — | $29,700 | | New Restoration Plan | — | — | — | — | — | $— | | 280G Tax Reduction(8) | — | — | — | — | — | $(1,030,445) | | TOTAL | | $9,680,023 | — | $9,751,100 | $9,553,100 | $1,737,494 |

  108. 2023 Pay Ratio Information

    2023 Pay Ratio Information

  109. 2023 Pay Ratio

    2023 Pay Ratio The SEC requires disclosure of the annual total compensation of our President and CEO, Mr. DeIuliis, the annual total compensation of our “median employee” (determined by excluding our President and CEO), and the ratio of their respective annual total compensation to each other (in each case, with annual total compensation calculated in accordance with SEC rules applicable to the Summary Compensation Table). For fiscal year 2023, the values are as follows:

  110. 2023 Pay Ratio

    | • | Mr. DeIuliis’ annual total compensation — $6,427,883 | | • | Median employee’s annual total compensation — $175,782 | | • | Ratio of Mr. DeIuliis’ annual total compensation to the median employee’s annual total compensation — 37:1 |

  111. Pay Ratio Methodology

    Pay Ratio Methodology SEC rules allow CNX to select a methodology for identifying the median employee in a manner that is most appropriate, based on CNX’s size, organizational structure, and compensation plans, policies, and procedures. Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, CNX may identify its median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our 2021 pay ratio disclosure. We reviewed the changes in our employee population and employee compensatory arrangements and determined there has been no change in our employee population or employee compensatory arrangements that would significantly impact the 2021 CEO pay ratio disclosure and ultimately require us to identify a new median employee for 2023. As a result, we used the same median employee for the 2023 CEO pay ratio as we did for the 2021 CEO pay ratio disclosure. The methodology used to identify the median employee for the 2021 pay ratio was a full-time, salaried employee who was selected using base salary and target bonus payout under the STIC, which were applied consistently across CNX’s entire employee population for the trailing 12-month period preceding December 1, 2021 (excluding our CEO). We believe that these elements reasonably reflect the annual compensation of our general employee population. In determining the median employee, CNX did not use any of the exemptions permitted under SEC rules. Similarly, CNX did not rely on any material assumptions, adjustments or estimates in order to identify the median employee or to determine annual total compensation or any elements of annual total compensation for that employee or Mr. DeIuliis. Once we identified our median employee, we calculated the median employee’s annual total compensation, as described above, for purposes of developing the comparison of Mr. DeIuliis’ annual total compensation to such median employee’s annual total compensation.

  112. Pay Ratio Methodology

    | 2024 PROXY STATEMENT | │ 71 |

  113. Pay Versus Performance

    Pay Versus Performance The following table, and accompanying graphs and narrative information, contains required disclosures regarding the relationship between the Corporation’s financial performance (using a mix of required (Total Shareholder Return (“TSR”) and Net Income (Loss)) and company-selected (Adjusted FCF per Share) measures) and actual compensation paid to our principal executive officer, Mr. DeIuliis, and the average actual compensation paid to our other named executive officers for 2023, 2022, 2021 and 2020. The Compensation Committee did not consider these disclosures when making the executive compensation decisions contained in this Proxy Statement, except as otherwise noted regarding Adjusted FCF per Share.

  114. Pay Versus Performance Table — 2023, 2022, 2021 and 2020

    Pay Versus Performance Table — 2023, 2022, 2021 and 2020

  115. Pay Versus Performance Table — 2023, 2022, 2021 and 2020

    | | | | Average Summary Compensation Table | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(1)(2) (c) | Total for Non-PEO Named Executive Officers(1) (d) | to Non-PEO Named Executive Officers(1)(2) (e) | Total Shareholder Return (f) | Peer Group Total Shareholder Return(3) (g) | Net Income (Loss) (h) (In thousands) | Adjusted Free Cash Flow per Share(4) (i) | | 2023 | $6,427,883 | $8,148,487 | $4,175,035 | $4,440,746 | $175.2 | $197.4 | $1,720,716 | $1.98 | | 2022 | $6,548,158 | $10,195,331 | $2,351,374 | $3,426,481 | $115.2 | $91.5 | $(142,077) | $4.14 | | 2021 | $8,572,755 | $10,140,026 | $2,643,657 | $3,423,186 | $94 | $61.3 | $(498,643) | $2.48 | | 2020 | $11,027,059 | $9,362,679 | $1,529,687 | $1,658,655 | $73.8 | $27.4 | $(428,744) | $1.96 |

  116. Pay Versus Performance Table — 2023, 2022, 2021 and 2020

    | (1) Nicholas J. DeIuliis served as our principal executive officer (“PEO”) for the full year for each of 2023, 2022, 2021 and 2020. For 2023, our non-PEO named executive officers (“NEOs”) included Alan Shepard, Navneet Behl, Hayley F. Scott, Ravi Srivastava, Olayemi Akinkugbe, and Alexander J. Reyes. For 2022, our non-PEO NEOs included Alan Shepard, Olayemi Akinkugbe, Alexander J. Reyes, Ravi Srivastava, Donald W. Rush and Chad A. Griffith. For 2021, our non-PEO NEOs included Olayemi Akinkugbe, Alexander J. Reyes, Donald W. Rush and Chad A. Griffith. For 2020, our non-PEO NEOs included Olayemi Akinkugbe, Alexander J. Reyes, Donald W. Rush, Chad A. Griffith and Stephanie L. Gill. |

  117. Pay Versus Performance Table — 2023, 2022, 2021 and 2020

    | (2) For each of 2023, 2022, 2021 and 2020, the value included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflects the following adjustments to the values included in columns (b) and (d) respectively: | | (3) For each year, TSR for the Corporation and the peer group was calculated in accordance with Item 201(e) and Item 402(v) of Regulations S-K. For purposes of this pay versus performance disclosure, our peer group is the same peer group used for purposes of the performance graph included in the Corporation’s Annual Reports on 10-K for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020 and consists of the following entities: 2023, 2022 and 2021 -- Antero Resources Corporation, Chesapeake Energy Corporation, EQT Corporation, Gulfport Energy Corporation, Range Resources Corporation and Southwestern Energy Co.; and 2020 — Antero Resources Corporation, Cabot Oil & Gas Corporation (now known as Coterra Energy Inc. following its merger with Cimarex Energy Co.), EQT Corporation, Gulfport Energy Corporation, Range Resources Corporation and Southwestern Energy Co. (in each case, the “Peer Group”). Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. | | (4) Adjusted FCF per Share is calculated as set forth in Appendix A of this Proxy Statement, and is identical to the calculation used in determining the Corporation’s Adjusted FCF per Share Performance Measure under the STIC Plan. |

  118. Pay Versus Performance Table — 2023, 2022, 2021 and 2020

    | 2024 PROXY STATEMENT | │ 72 |

  119. Pay Versus Performance Table — 2023, 2022, 2021 and 2020

    | Nicholas J. DeIuliis | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total for PEO (column (b)) | $6,427,883 | $6,548,158 | $8,572,755 | $11,027,059 | | -aggregate change in actuarial present value of pension benefits | $1,621,967 | — | $844,449 | $3,383,526 | | +service cost of pension benefits | — | — | — | — | | +prior service cost of pension benefits | — | — | — | — | | -SCT “Stock Awards” column value | $3,000,010 | $3,500,022 | $4,500,012 | $4,050,004 | | -SCT “Option Awards” column value | — | — | — | $450,002 | | +aggregate total of year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $3,662,229 | $4,327,461 | $5,595,578 | $6,238,718 | | + aggregate total of change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $2,778,705 | $3,303,590 | $1,310,746 | $596,897 | | +aggregate total of vesting date fair value of equity awards granted and vested in the covered year | — | — | — | — | | +/- aggregate total of change in fair value of equity awards granted in prior years that vested in the covered year | $(98,353) | $466,723 | $751,936 | $(417,338) | | -aggregate total fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $— | $950,579 | $746,528 | $199,125 | | +dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | — | — | — | — | | +excess fair value for equity award modifications | — | — | — | — | | Compensation Actually Paid to PEO (column (c)) | $8,148,487 | $10,195,331 | $10,140,026 | $9,362,679 |

  120. Pay Versus Performance Table — 2023, 2022, 2021 and 2020

    | 2024 PROXY STATEMENT | │ 73 |

  121. Pay Versus Performance Table — 2023, 2022, 2021 and 2020

    | Average for Non-PEO NEOs | 2023 | 2022 | 2021 | 2020 | | Average Summary Compensation Table Total for Non-PEO NEOs (column (d)) | $4,175,035 | $2,351,374 | $2,643,657 | $1,529,687 | | -aggregate change in actuarial present value of pension benefits | $888 | — | $4 | $3,065 | | +service cost of pension benefits | — | — | — | — | | +prior service cost of pension benefits | — | — | — | — | | -SCT “Stock Awards” column value | $3,055,694 | $1,658,349 | $1,768,015 | $710,398 | | -SCT “Option Awards” column value | — | — | — | $59,752 | | +aggregate total of year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end | $3,045,435 | $2,050,398 | $2,198,688 | $862,273 | | +aggregate total of year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $284,269 | $628,198 | $291,378 | $56,690 | | +aggregate total of vesting date fair value of equity awards granted and vested in the covered year | — | — | — | — | | +/- aggregate total of change in fair value of equity awards granted in prior years that vested in the covered year | $(7,411) | $67,061 | $71,827 | $(15,288) | | -aggregate total fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | — | $12,201 | $14,345 | $1,492 | | +dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year | — | — | — | — | | +excess fair value for equity award modifications | — | — | — | — | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $4,440,746 | $3,426,481 | $3,423,186 | $1,658,655 |

  122. Pay Versus Performance Table — 2023, 2022, 2021 and 2020

    | 2024 PROXY STATEMENT | │ 74 |

  123. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The following narrative and graphical comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance table for each of 2023, 2022, 2021, and 2020, including: (a) a comparison between our cumulative total shareholder return and the total shareholder return of the Peer Group; and (b) comparisons between (i) PEO CAP and average non-PEO CAP and (ii) each of the performance measures set forth in columns (f), (h) and (i) of the Pay Versus Performance table: CAP vs. TSR. The graph above compares CNX’s TSR and the TSR of the Peer Group with PEO CAP and average non-PEO CAP for each of 2020, 2021, 2022, and 2023.

  124. Pay Versus Performance Relationship Descriptions

    | 2024 PROXY STATEMENT | │ 75 |

  125. Pay Versus Performance Relationship Descriptions

    CAP vs. Net Income (Loss). SEC rules require the comparison of CAP to net income. Although in 2023 CNX reported net income, for each of the years 2020, 2021 and 2022, CNX reported a net loss, which we attribute in large part to the recognition of unrealized gains and losses associated with changes in the fair value of commodity derivative instruments, or commodity price hedges. The required recognition of unrealized gains or losses on these hedging instruments can significantly impact our financial results such that reported net income is not in our opinion necessarily reflective of CNX’s financial performance in any given period. Thus, we do not use net income as a performance indicator nor does the Compensation Committee use it in making executive compensation decisions or calculating incentive awards for our named executive.

  126. Pay Versus Performance Relationship Descriptions

    | 2024 PROXY STATEMENT | │ 76 |

  127. Pay Versus Performance Relationship Descriptions

    CAP vs. Adjusted FCF Per Share. CNX chose Adjusted FCF per Share as the company-selected measure as required under the SEC Pay-Versus-Performance disclosure rules. CNX believes that Adjusted FCF per Share is a fundamental gauge of the Corporation’s financial performance and its goal of creating long-term value for its shareholders. CNX believes this metric is an indicator, on a per share basis, of the ability to efficiently operate its existing assets and capital investment program; which ultimately results in the generation of cash that, after certain adjustments, may be available for shareholder returns or debt reduction. Thus, the Compensation Committee uses Adjusted FCF per Share in making executive compensation decisions, including specifically the STIC awards.

  128. Pay Versus Performance Relationship Descriptions

    | 2024 PROXY STATEMENT | │ 77 |

  129. List of Performance Measurements for Compensation Actually Paid

    List of Performance Measurements for Compensation Actually Paid The following table lists the performance measures that we believe represent the most important performance measures we used to link PEO CAP and average non-PEO NEO CAP for fiscal year 2023 to our performance:

  130. List of Performance Measurements for Compensation Actually Paid

    | Adjusted Free Cash Flow Per Share | | Free Cash Flow | | Relative Total Shareholder Return | | Absolute Stock Price | | Methane Intensity Reduction |

  131. List of Performance Measurements for Compensation Actually Paid

    This Pay Versus Performance section should not be deemed filed or incorporated by reference into any other filing of CNX under the Securities Act or the Exchange Act, except to the extent that CNX specifically incorporates this Pay Versus Performance section by reference therein.

  132. List of Performance Measurements for Compensation Actually Paid

    | 2024 PROXY STATEMENT | │ 78 |

  133. Adjusted FCF per Share for STIC and Pay Versus Performance

    Adjusted FCF per Share for STIC and Pay Versus Performance Adjusted FCF per Share is calculated by dividing free cash flow by the number of shares of common stock outstanding, and making any necessary adjustments in accordance with the STIC plan. This same calculation is used for the Pay Versus Performance (“PVP”) Disclosures included in this Proxy Statement.