DEF 14A of CNX Resources Corp, Mar 20, 2025

DEF 14A of CNX Resources Corp

Filed Mar 20, 2025 · FY20240001308179-25-000175

Open on EDGAR

  1. Director Nominees

    Director Nominees The following table and accompanying graphs provide summary information about our directors as of March 3, 2025. 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 | 69 | 2022 | Chairman and Chief Executive Officer of Chester Group Inc. and Chairman and Chief Executive Officer of Chester LNG, LLC | | ● | ● | ● | ● | | J. Palmer Clarkson | 68 | 2017 | Chairman of The Lake Doctors, Inc. and Former President and Chief Executive Officer of Bridgestone HosePower, LLC | | | ● | | ● | | Nicholas J. DeIuliis | 56 | 2014 | President and Chief Executive Officer of CNX | | | | ● | | | Maureen E. Lally-Green | 75 | 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. | 77 | 2016 | Chairman and Chief Executive Officer of Southeast Asset Advisors, Inc. and Chairman of Lanigan & Associates, P.C. | | | | ● | ● | | Ian McGuire, Chairman | 46 | 2019 | Founder, Investment Partner of Tempus Partners | | ● | | ● | | | William N. Thorndike, Jr. | 61 | 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

    | DIVERSITY | BOARD TENURE(1) | | | | | BOARD AGE | BOARD INDEPENDENCE | | | |

  5. Director Nominees

    | (1) Director tenure was calculated based on the month and year of a director commencing service and through March 3, 2025. |

  6. Director Nominees

    | 2025 PROXY STATEMENT | | 7 |

  7. Compensation Highlights

    Compensation Highlights CNX’s compensation philosophy is to provide a total compensation package that will attract and retain employees. This starts with a competitive base salary and traditional benefits package (such as 401(k), health insurance, vacation time, etc.). All full-time employees are also included in our Short-Term Incentive Compensation (“STIC”) program, which awards an annual bonus, contingent on a blend of corporate financial performance (in other words, adjusted FCF per share) and individual contributions. Certain key employees and managers also participate in our Long-Term Incentive Compensation (“LTIC”) program, which awards those employees with restricted stock units (“RSUs”) that generally vest over a three-year period. Senior management and other key personnel may also receive performance share units (“PSUs”), including ESG PSUs specifically tied to achieving methane intensity reduction targets, which PSUs are designed to promote retention and further align overall compensation with CNX’s long-term objective of creating shareholder value.

  8. COMPENSATION STRUCTURE

    | ● | Continued Focus on Performance-Based Compensation. | | | | – | We continued the practice of designating 40% of our LTIC program as PSUs that will vest, if earned, based on Total Shareholder Return and Absolute Stock Price performance metrics. | | | – | We again designed our LTIC program to include 10% ESG PSUs that will vest, if earned, if CNX meets methane emission intensity reduction targets. If we fail to meet those targets, our executives will forfeit 10% of their LTIC award for that year. This objective measure demonstrates our commitment to linking compensation to performance and reinforces our specific focus on ESG performance. | | ● | CEO Investment Embodies Tangible, Impactful and Local Approach. In 2024, our Board and CEO agreed to reduce the CEO’s LTIC grant by $1.5 million and redirected those funds to the CNX Foundation, helping to support the expansion of the CNX Foundation’s efforts in a way that is most beneficial to the region and to the shareholder owners of CNX. Initiatives supported in 2024 include: | | | | – | Extending elements of the successful Mentorship Academy concept in collaboration with the Community College of Allegheny County to remove barriers and create career pathways in the region’s evolving energy economy for local trade members, veterans, survivors of domestic violence and opioid addiction, and the formerly incarcerated; | | | – | Supporting community-directed investments specifically targeted at CNX’s Westmoreland County, Pennsylvania operational footprint through engagement with communities; and | | | – | Expanding existing community-based partnerships that are making a Tangible, Impactful, Local impact, including with Pittsburgh-based Outreached Arms, Washington County’s LeMoyne Center, and other key partners of the CNX Foundation. | | ● | CEO Pay Bucking Trends. In times when CEO pay is increasing, CNX’s CEO pay is trending in the opposite direction. In addition to the Board approving a reduction in the aggregate amount of $5.5 million of the CEO’s LTIC compensation over the last four years, at the encouragement of our CEO, the Board has not increased his regular annual base salary since 2015. Our CEO Pay Ratio has decreased from 72:1 in our 2020 proxy disclosure to 38:1 in 2024 - compared to a benchmarking analysis of companies listed in the Dow Jones U.S. Oil & Gas Index completed in February 2025, CNX’s CEO Pay Ratio is less than half of the average CEO Pay Ratio of over 100:1 disclosed by such companies. This trend is directly attributable to our Board and CEO’s commitment to reinvesting in our business, our employees, and our local communities. | |

  9. Compensation Committee

    Our Compensation Committee’s charter generally permits it to delegate its authority, duties and responsibilities or functions to one or more members of the Compensation Committee or to the Corporation’s officers when appropriate, consistent with applicable laws, regulations, and listing standards. The terms of our Executive Annual Incentive Plan and CNX Resources Corporation Amended and Restated Equity and Incentive Compensation Plan (the “Equity and Incentive Compensation Plan”) also permit our Compensation Committee to delegate certain of its powers and authority under such plans to our officers. In accordance with applicable law, the Compensation Committee authorized our CEO to grant during 2024 an aggregate of up to 715,000 shares of our common stock (in the form of equity incentive awards) and annual cash incentive awards to our non-executive employees in compliance with the terms and conditions of such delegation, the plans and applicable laws and regulations. Our Compensation Committee periodically reviews the compensation paid to our non-employee directors and the principles upon which their compensation is determined. The Compensation Committee also periodically reports to the Board on how our non-employee director compensation practices compare with those of other similarly situated public corporations and, if the Compensation Committee deems it appropriate, recommends changes to our director compensation practices to our Board for approval. For additional information regarding the Compensation Committee’s processes and procedures for reviewing and determining executive officer compensation, see “Compensation Discussion and Analysis”.

  10. Director Compensation Table – 2024

    Director Compensation Table – 2024 The following table sets forth the compensation of our directors for the 2024 fiscal year:

  11. Director Compensation Table – 2024

    | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | Option Awards(4) | All Other Compensation | Total | | Robert O. Agbede | $110,000 | $180,009 | $— | $— | $290,009 | | J. Palmer Clarkson | $120,000 | $180,009 | $— | $— | $300,009 | | Maureen E. Lally-Green | $115,000 | $180,009 | $— | $— | $295,009 | | Bernard Lanigan, Jr. | $125,000 | $180,009 | $— | $— | $305,009 | | Ian McGuire | $120,000 | $180,009 | $— | $— | $300,009 | | William N. Thorndike, Jr. | $115,000 | $400,014 | $— | $— | $515,014 |

  12. Director Compensation Table – 2024

    | (1) Mr. DeIuliis is a member of the Board and President and CEO of CNX. His compensation for the 2024 fiscal year is reported in the Summary Compensation Table — 2024 (“SCT”) and other sections of this Proxy Statement. In 2024, 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 2024 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: no DSUs or options; (iii) Ms. Lally-Green: 3,718 DSUs (no options); (iv) Mr. Lanigan: no DSUs or options; (v) Mr. McGuire: 5,173 DSUs (no options); and (vi) Mr. Thorndike: 11,058 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 2024-2025 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, 2024 (the “2024 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, 2024, the following directors held RSUs and DSUs relating to CNX common stock in the amounts noted: (i) Mr. Agbede had 7,759 unvested RSUs and 4,389 deferred RSUs; (ii) Mr. Clarkson had 7,759 unvested RSUs, 64,471 deferred RSUs and 50,849 DSUs; (iii) Ms. Lally-Green had 7,759 unvested RSUs, 56,422 deferred RSUs and 15,785 DSUs; (iv) Mr. Lanigan had 111,882 deferred RSUs; (v) Mr. McGuire had 60,008 deferred RSUs and 40,006 DSUs; and (vi) Mr. Thorndike had 249,602 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, 2024, 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) 161,858 for Mr. Thorndike. |

  13. Director Compensation Table – 2024

    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.

  14. Director Compensation Table – 2024

    | 2025 PROXY STATEMENT | | 21 |

  15. CNX Non–Employee Director Annual Fees and Awards

    | Element of Annual Compensation | Dollar Value of Board Compensation (May 2024 - May 2025) | | Chair Retainer | $100,000 | | Board Retainer (excluding Chair Retainer) | $90,000 | | Audit Committee Chair Retainer | $30,000 | | Compensation, NCG and ESCR Committee Chair Retainer | $20,000 | | Audit Committee Member Retainer (excluding Committee Chair Retainer) | $10,000 | | Compensation and NCG Committee Member Retainers (excluding Committee Chair Retainers) | $5,000 | | Annual Equity Award (RSUs) | $180,000 | | Chair Equity Award (RSUs) | $400,000 |

  16. CNX Non–Employee Director Annual Fees and Awards

    The Compensation Committee periodically reviews our non-employee director compensation program. In 2024, with the assistance of data from a consultant retained by management, the Compensation Committee analyzed the competitive position of our non-employee director compensation program against the Corporation’s peer group (described below) and determined that the Corporation’s non-employee director compensation structure generally aligns with peer group practices and, in fact, positions the Board’s compensation below the peer group median. No changes were made to compensation amounts for the 2024-2025 Board year. For purposes of the 2024 benchmarking analysis, the following companies were included in the peer group: Antero Resources Corporation, Chesapeake Energy Corporation, EQT Corporation, Gulfport Energy, Range Resources Corporation and Southwestern Energy Corporation. The benchmarking analysis was completed prior to the merger of Chesapeake Energy Corporation and Southwestern Energy Corporation during 2024.

  17. CNX Non–Employee Director RSUs

    CNX Non–Employee Director RSUs In 2024, non-employee directors received their Annual Equity Award in the form of RSUs. Each RSU represents the right to receive one share of common stock following the vesting date of that unit. Non-employee director RSU awards generally vest upon the earlier to occur of: (i) the one-year anniversary of the grant date or (ii) the date of the next Annual Meeting of Shareholders (and the directors have the ability to defer receipt of the shares). A director is not entitled to shareholder rights, including voting rights and/or dividend rights with respect to the shares underlying an RSU award, until such shares become vested and are issued to the director. Should a regular cash dividend be declared on the Corporation’s common stock at a time before the shares subject to a RSU award become vested and are issued, then the holder of the RSU will be entitled to dividend equivalent rights equal to the cash dividend declared on the shares. Dividend equivalent rights are converted into shares underlying the RSUs in accordance with a pre-established formula. The additional shares resulting from this calculation will be subject to the same terms and conditions as the unissued shares of common stock to which they relate under the award. CNX does not currently pay dividends on its common stock. The non-employee director RSU award agreements provide that in the event of death or disability or upon the completion of a change in control, all shares subject to such award will vest and become nonforfeitable upon the occurrence of such event, and will be delivered as soon as reasonably practicable thereafter (but in no event later than the end of the director’s taxable year in which the vesting date occurs or, if later, by the 15th day of the third month following such date), subject to any deferral election. If a director’s service is terminated for cause or he or she ceases to provide services to the Corporation for any reason other than death, disability or in connection with a change in control, such director’s award will be forfeited with respect to any unvested RSUs. The director will then cease to have any rights or entitlements to receive any shares of common stock under those cancelled RSUs. As a condition to a director’s right to receive shares subject to an RSU award, the director must agree to abide by the terms and conditions of the proprietary information covenant included in the award agreement and must return any materials belonging to CNX upon termination of service on the Board.

  18. CNX Non–Employee Director RSUs

    | 22 | | 2025 PROXY STATEMENT |

  19. CNX Non–Employee Director Stock Options

    CNX Non–Employee Director Stock Options Under the non-employee director compensation program, directors may, in lieu of receiving all or any portion of their annual cash retainer, elect to receive nonqualified stock options. Subject to the provisions of the nonqualified stock option agreement and the Equity and Incentive Compensation Plan, options granted to our non-employee directors generally vest upon the earlier to occur of: (i) the one-year anniversary of the grant date or (ii) the date of the next Annual Meeting of Shareholders and expire on the tenth anniversary of such grant date. The non-employee director nonqualified stock option agreements provide that in the event of death or disability or upon the completion of a change in control, any non-vested portion of the award will immediately vest and become exercisable and remain exercisable until the normal expiration of the stock option. If a director separates from service for any other reason, other than for cause, any non-vested portion of the award will be forfeited and cancelled as of such date, with any vested portion remaining exercisable until the normal expiration of the option. If a director’s service terminates for cause, all outstanding option awards will immediately be forfeited and cancelled as of such date. As a condition to a director’s right to receive shares subject to a stock option award, the director must agree to abide by the terms and conditions of the proprietary information covenant included in the award agreement and must return any materials belonging to CNX upon termination of service on the Board. Under CNX’s policies and practices, these stock options (if elected by a director) are generally granted at the Annual Meeting of Shareholders at which such director is elected (generally in the second fiscal quarter of each year). Annual meetings are generally scheduled at least one year in advance. All such stock options are granted under a shareholder-approved plan and at an exercise price equal to the closing market price of CNX common stock on the date of grant. As a general matter, the Board and the Compensation Committee do not take material nonpublic information into account when determining the timing and terms of such stock option awards. The grant timing described above is used to provide for a routine and regular grant practice regarding any director stock option awards, including to make sure that the existence (or lack thereof) of material non-public information is not a factor in decisions about the timing of such stock option grants. Similarly, CNX has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive or director compensation.

  20. CNX Non–Employee Director Deferred Stock Units

    CNX Non–Employee Director Deferred Stock Units Under the terms of our Equity and Incentive Compensation Plan, non-employee directors may elect to receive DSUs in lieu of all or any portion of their cash retainer fees. DSUs generally vest upon the earlier to occur of: (i) the one-year anniversary of the grant date or (ii) the date of the next Annual Meeting of Shareholders. DSUs that have vested are paid as soon as reasonably practicable following the earlier of: (i) the director’s separation from service or (ii) the date selected by the director on his or her payment date election form previously filed with CNX (but in either case in no event later than the last day of the director’s taxable year in which the applicable date occurs or, if later, by the 15th day of the third month following such date), subject to any deferral election. A director is not entitled to shareholder rights, including voting rights and actual dividends, with respect to the shares subject to an award until the director becomes the record holder of the shares following their actual issuance. Should a regular cash dividend be declared on CNX’s common stock at a time when the director holds DSUs, he or she will be entitled to dividend equivalent rights equal to the cash dividends declared on the shares. Dividend equivalent rights are converted into additional DSUs based on a pre-established formula. The additional DSUs resulting from this calculation will be subject to the same terms and conditions as the DSUs subject to the award. CNX does not currently pay dividends on its common stock. The DSU award agreements provide that in the event of death, disability, normal retirement, or upon the completion of a change in control, all DSUs subject to such award will vest and become nonforfeitable upon the occurrence of such event. If a director’s service is terminated for cause or he or she ceases to provide services to the Corporation for any reason other than death, disability, normal retirement, or in connection with a change in control, such director’s unvested DSUs will be forfeited. The director will then cease to have any rights or entitlements to receive any shares of common stock under those cancelled DSUs.

  21. Election of Seven Director Nominees

    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 by shareholders at our 2024 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.

  22. 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 3, 2025.

  23. Biographies of Nominees

    | ROBERT O. AGBEDE | | | Age: 69 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 over 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. |

  24. Biographies of Nominees

    | 2025 PROXY STATEMENT | | 29 |

  25. Biographies of Nominees

    | J. PALMER CLARKSON | | | Age: 68 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 33 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. |

  26. Biographies of Nominees

    | NICHOLAS J. DEIULIIS | | | Age: 56 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 and in the energy industry. Mr. DeIuliis is a registered chemical 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. |

  27. Biographies of Nominees

    | 30 | | 2025 PROXY STATEMENT |

  28. Biographies of Nominees

    | MAUREEN E. LALLY-GREEN | | | Age: 75 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. |

  29. Biographies of Nominees

    | BERNARD LANIGAN, JR. | | | Age: 77 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. |

  30. Biographies of Nominees

    | 2025 PROXY STATEMENT | | 31 |

  31. Biographies of Nominees

    | IAN MCGUIRE | | | Age: 46 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 and was named our Chairman in February 2025. 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. |

  32. Biographies of Nominees

    | WILLIAM N. THORNDIKE, JR. | | | Age: 61 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 served as our Chairman from May 2016 through February 2025. 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. |

  33. Biographies of Nominees

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

  34. Biographies of Nominees

    | 32 | | 2025 PROXY STATEMENT |

  35. 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 help align the interests of our executive officers with those of our shareholders. | | No Catch-Up Provisions or Carryover We do not have catch-up provisions under our LTIC plan or carryover rights under our STIC plan. | | | Independent Compensation Committee Each member of the Compensation Committee meets the independence requirements under SEC rules and NYSE listing standards. | | No Repricing or Replacing of Underwater Stock Options Without Shareholder Approval The Equity and Incentive Compensation Plan prohibits repricing or replacing underwater stock options without shareholder approval. | | | 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 certain current or former executive officers in the event of an accounting restatement. | | No Excessive Risk-Taking We regularly assess risks to confirm that our compensation policies do not encourage excessive or unnecessary risk-taking. | | | Value Shareholder Feedback We are responsive to shareholder concerns in developing changes to enhance our executive compensation plans. | | 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). |

  36. 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 2024: (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.

  37. Elements of Executive Compensation Program

    | Compensation Element | Form of Compensation | Performance Criteria/Formula | Purpose | | Base Salary | ● Cash | Individual performance and experience in the role are the primary factors in determining base salaries. | To provide fixed compensation to attract and retain key executives and offset the cyclicality in our business that impacts variable pay. | | Short-Term Incentive Compensation Program (“STIC”) | ● Cash | For our 2024 STIC, the formula was: | To provide incentives to our key executives to achieve FCF per share and individual performance goals for the year and to reward our employees for the achievement of those goals. | | Long-Term Incentive Compensation Program (“LTIC”) | ● 2022, 2023 and 2024 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 2022, 2023 and 2024 programs. ● For the PSU awards granted in 2022, 2023 and 2024, the LTIC formula for the three-year performance periods was as follows: ● The 2022 PSUs for the 2022-2024 performance period were earned at 100%. | 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. | | | ● 2022, 2023 and 2024 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 2022, 2023 and 2024 programs. ● For the ESG PSU awards granted in 2022, 2023 and 2024, the LTIC formula for the three-year performance periods was as follows: | | | | ● 2024 RSUs (vesting 1/3 per year for three years) | ● RSUs represented generally 50% of the 2024 CNX LTIC. ● RSUs have time-based vesting. | | | 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. |

  38. 2024 STIC

    The Adjusted FCF per share performance levels are determined annually based on natural gas prices and coincide with guidance provided to the market. 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:

  39. 2024 STIC

    | Named Executive | Target Opportunity Percentages (% of Base Salary) | Target Payout Opportunity | Adjusted FCF Per Share Payout | Individual Performance Payout | Total Payout (Rounded) | | Nicholas J. DeIuliis | 120% | $960,000 | $1,920,000 | $336,000 | $2,256,000 | | Alan K. Shepard | 60% | $210,000 | $420,000 | $52,500 | $473,000 | | Timothy S. Bedard | 60% | $225,000 | $450,000 | $45,000 | $495,000 | | Navneet Behl | 60% | $285,000 | $570,000 | $114,000 | $684,000 | | Hayley F. Scott | 60% | $204,000 | $408,000 | $30,600 | $439,000 |

  40. 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 2024 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.

  41. A. 2024 PSU Grants

    A. 2024 PSU Grants The Committee approved 2024 PSU awards that vest based on performance over a three-year period with payouts, if earned, capped at 100% of the award:

  42. A. 2024 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). |

  43. A. 2024 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 |

  44. A. 2024 PSU Grants

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

  45. A. 2024 PSU Grants

    | ● | 50% cliff vest following a three-year performance period if (i) ASP of $30.00 is met or exceeded 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. |

  46. A. 2024 PSU Grants

    | 2025 PROXY STATEMENT | | 43 |

  47. A. 2024 PSU Grants

    The target awards for the 2024 PSU Program are as follows:

  48. A. 2024 PSU Grants

    | Named Executive | Aggregate Dollar Value of 2024 PSU Awards(1) | | Nicholas J. DeIuliis | $1,200,000 | | Alan K. Shepard | $1,000,000 | | Timothy S. Bedard | $800,000 | | Navneet Behl | $1,100,000 | | Hayley F. Scott | $822,400 |

  49. A. 2024 PSU Grants

    | (1) Effective January 1, 2024, target awards for Ms. Scott and Messrs. Shepard and Behl were increased to align more closely with market compensation for comparable positions. |

  50. B. 2024 ESG PSU Grants

    B. 2024 ESG PSU Grants The Committee approved 2024 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:

  51. B. 2024 ESG PSU Grants

    | ● | Production Target: Reduce to and/or maintain a 0.025% methane intensity each year of the three-year period. | | ● | Midstream Target: Reduce to and/or maintain a 0.015% methane intensity each year of the three-year period. |

  52. B. 2024 ESG PSU Grants

    CNX’s 2024 methane intensity targets are significantly lower than published global benchmarks for the ONE Future Coalition, the Oil & Gas Methane Partnership 2.0 (OGMP 2.0), and the Oil and Gas Climate Initiative (OGCI).(1) The target awards for the 2024 ESG PSU Program(2) are as follows:

  53. B. 2024 ESG PSU Grants

    | Named Executive | Aggregate Dollar Value of 2024 ESG PSU Awards(3) | | Nicholas J. DeIuliis | $300,000 | | Alan K. Shepard | $250,000 | | Timothy S. Bedard | $200,000 | | Navneet Behl | $275,000 | | Hayley F. Scott | $205,600 |

  54. B. 2024 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. The OGMP 2.0 is a global multi-stakeholder initiative launched by UNEP and the Climate and Clean Air Coalition. OGCI is a global CEO-led initiative focused on accelerating action to a net zero future consistent with the Partis Agreement. Members are 12 of the world’s largest oil and gas companies. | | (2) CNX achieved the stated performance metrics for the 2024 ESG PSUs, which resulted in vesting in January 2025 of the following share amounts respectively: Mr. DeIuliis (4,844 shares), Mr. Shepard (4,037 shares), Mr. Bedard (3,229 shares), Mr. Behl (4,441 shares), and Ms. Scott (3,320 shares). | | (3) Effective January 1, 2024, target awards for Ms. Scott and Messrs. Shepard and Behl were increased to align more closely with market compensation for comparable positions. |

  55. B. 2024 ESG PSU Grants

    | 44 | | 2025 PROXY STATEMENT |

  56. C. 2024 RSU Grants

    C. 2024 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:

  57. C. 2024 RSU Grants

    | Named Executive | Aggregate Dollar Value of RSU Awards(1) | | Nicholas J. DeIuliis | $1,500,000 | | Alan K. Shepard | $1,250,000 | | Timothy S. Bedard | $1,000,000 | | Navneet Behl | $1,375,000 | | Hayley F. Scott | $1,028,000 |

  58. C. 2024 RSU Grants

    | (1) Effective January 1, 2024, target awards for Ms. Scott and Messrs. Shepard and Behl were increased to align more closely with market compensation for comparable positions. |

  59. D. 2022 PSUs: Metrics and Performance

    D. 2022 PSUs: Metrics and Performance In January 2022, the Compensation Committee granted PSUs that cliff vest, if earned, at the end of a three-year performance period, which for the 2022 PSU Program ended on December 31, 2024. The vesting of the 2022 PSU awards was calculated based on the following pre-established, equally weighted goals, with the aggregate payout capped at 100% for the 2022 awards.

  60. D. 2022 PSUs: Metrics and Performance

    | ● | Relative TSR (50% weight): TSR relative to the S&P 500 Industrials index (measured by comparing CNX’s average closing stock price per share for the 20 days ending December 31 for the starting and ending points of the performance period; dividends are included). The performance scale for the 2022 PSU Program is the same as the performance scale for the 2024 PSU Program described above. | | ● | Absolute Stock Price Appreciation (50% weight): Absolute stock price payout is achieved if the stock price meets or exceeds 135% of 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 the three-year performance period. |

  61. D. 2022 PSUs: Metrics and Performance

    The performance results for 2024 are shown in the below chart.

  62. D. 2022 PSUs: Metrics and Performance

    | PSU Program | Performance Metric | Results | Units Earned | Weighting | Total Units Earned | | 2022 PSU Program | Relative TSR | 95.7 percentile | 100% | 50% | | | | Absolute Stock Price | Exceeded threshold price of $18.94 for more than 20 days on 4/20/2022 | 100% | 50% | 100% |

  63. D. 2022 PSUs: Metrics and Performance

    As a result of the achievement of the above performance factors, the named executives who held 2022 PSUs at the end of 2024 earned the following cliff-vest payout amounts for the entire performance period under the 2022 PSU Program:

  64. D. 2022 PSUs: Metrics and Performance

    | Named Executive(1) | PSU Program | 2022 PSU Award (at target) | Percentage of Target Payout | Payout Amounts (# of shares) | | Nicholas J. DeIuliis | 2022 Program | 128,677 | 100% | 128,677 | | Alan K. Shepard | 2022 Program | 27,574 | 100% | 27,574 | | Hayley Scott | 2022 Program | 3,228 | 100% | 3,228 |

  65. D. 2022 PSUs: Metrics and Performance

    | (1) Messrs. Bedard and Behl did not receive a PSU award under the 2022 program. |

  66. D. 2022 PSUs: Metrics and Performance

    | 2025 PROXY STATEMENT | | 45 |

  67. Special PSUs

    Special PSUs As disclosed in the Corporation’s 2024 Proxy Statement, in 2023, the Compensation Committee approved the grant of Special PSUs to each of Alan Shepard, Navneet Behl, and select other executives (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 consist of three tranches with a cumulative seven-year performance period running from August 1, 2023 through July 31, 2030 and are subject to achievement of the applicable target stock price for each tranche, calculated based on the 90 business day volume-weighted average common stock prices per share as follows:

  68. 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 |

  69. 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. |

  70. 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; however, 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 were to be settled or paid earlier than August 1, 2024. 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.

  71. 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 terminated (or constructively terminated) 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:

  72. Change in Control Agreements

    | 46 | | 2025 PROXY STATEMENT |

  73. Change in Control Agreements

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

  74. 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, Bedard, Behl, 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.”

  75. 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.

  76. Summary Compensation Table — 2024

    Summary Compensation Table — 2024 The following table discloses the compensation for Mr. DeIuliis, the principal executive officer of CNX, Mr. Shepard, the principal financial officer of CNX, and the three most highly-compensated named executives of CNX serving at the end of fiscal year 2024 (other than Messrs. DeIuliis and Shepard): Mr. Bedard, Executive Vice President, General Counsel and Corporate Secretary; Mr. Behl, Chief Operating Officer; and Ms. Scott, Senior Vice President - Compliance and Reporting.

  77. Summary Compensation Table — 2024

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($)(1) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($)(2) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation ($)(3) (i) | Total ($) (j) | | Nicholas J. DeIuliis(4) President and Chief Executive Officer | 2024 | $800,000 | $— | $3,000,017 | $— | $2,256,000 | $— | $64,586(5) | $6,120,603 | | | 2023 | $800,000 | $960,000 | $3,000,010 | $— | $— | $1,621,967 | $45,906 | $6,427,883 | | | 2022 | $800,000 | $— | $3,500,022 | $— | $2,208,000 | $— | $40,136 | $6,548,158 | | Alan K. Shepard Chief Financial Officer | 2024 | $349,039 | $— | $2,500,040 | $— | $473,000 | $— | $20,700(6) | $3,342,779 | | | 2023 | $299,519 | $135,000 | $5,594,702 | $— | $— | $— | $17,971 | $6,047,192 | | | 2022 | $274,519 | $— | $750,023 | $— | $379,500 | $— | $16,470 | $1,420,512 | | Timothy S. Bedard Executive Vice President, General Counsel and Corporate Secretary | 2024 | $375,000 | $— | $2,000,022 | $— | $495,000 | $— | $20,700(7) | $2,890,722 | | Navneet Behl Chief Operating Officer | 2024 | $473,558 | $— | $2,750,028 | $— | $684,000 | $— | $35,626(8) | $3,943,212 | | | 2023 | $373,077 | $300,000 | $5,494,701 | $— | $— | $— | $20,268 | $6,188,046 | | Hayley F. Scott Senior Vice President - Compliance and Reporting | 2024 | $340,000 | $— | $2,056,045 | $— | $439,000 | $— | $20,400(9) | $2,855,445 | | | 2023 | $318,077 | $153,000 | $600,004 | $— | $— | $— | $19,085 | $1,090,166 |

  78. Summary Compensation Table — 2024

    | (1) For 2024, these values represent the aggregate grant date fair value of PSU, ESG PSU, Special PSU and RSU awards granted to the named executives in 2024, 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 for 2024 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 2024 PSU, ESG 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 2024 Annual Report. For the 2024 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) For 2024, these amounts represent cash incentives earned for 2024 under the CNX STIC program. | | (3) For 2024, from time to time, we provided tickets to sporting and other entertainment events to our employees, including our named executives, primarily for business purposes, as well as certain vehicle allowances. See “Compensation Discussion and Analysis — Other Compensation Policies and Information.” | | (4) Mr. DeIuliis did not receive any additional compensation from CNX in connection with his Board service in 2024. | | (5) Mr. DeIuliis’ personal benefits for 2024 include: a vehicle allowance, physical exam, airfare, and employer matching contributions made by CNX under its 401(k) plan. The value of personal use of aircraft is calculated based on the Standard Industry Fare Level (SIFL) rates as prescribed under IRS regulations. The SIFL rates are applied to the distance flown, and a terminal charge is added to determine the total imputed income. | | (6) The total in column (i) for Mr. Shepard for 2024 includes matching contributions made by CNX under its 401(k) plan. | | (7) The total in column (i) for Mr. Bedard for 2024 includes matching contributions made by CNX under its 401(k) plan. | | (8) The total in column (i) for Mr. Behl for 2024 includes matching contributions made by CNX under its 401(k) plan and 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. The value of personal use of aircraft is calculated based on the SIFL rates as prescribed under IRS regulations. The SIFL rates are applied to the distance flown, and a terminal charge is added to determine the total imputed income. | | (9) The total in column (i) for Ms. Scott for 2024 includes matching contributions made by CNX under its 401(k) plan. |

  79. Summary Compensation Table — 2024

    | 50 | | 2025 PROXY STATEMENT |

  80. Summary Compensation Table — 2024

    Grants of Plan-Based Awards — 2024

  81. Grants of Plan-Based Awards — 2024

    Grants of Plan-Based Awards — 2024 The following table sets forth each plan-based grant made to a named executive in the 2024 fiscal year under plans established by CNX.

  82. Grants of Plan-Based Awards — 2024

    | | | 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 (#) | Grant Date Fair Value of Stock and Option Awards(2) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Nicholas J. DeIuliis | — | 672,000 | 960,000 | 2,400,000 | — | — | — | — | — | | | 1/3/2024(3) | — | — | — | 21,187 | 31,780 | 84,746 | — | 1,200,003 | | | 1/3/2024(4) | — | — | — | — | — | — | 72,675 | 1,500,012 | | | 1/3/2024(5) | — | — | — | — | 14,535 | — | — | 300,002 | | Alan K. Shepard | — | 147,000 | 210,000 | 525,000 | — | — | — | — | — | | | 1/3/2024(3) | — | — | — | 17,656 | 26,483 | 70,622 | — | 1,000,008 | | | 1/3/2024(4) | — | — | — | — | — | — | 60,563 | 1,250,020 | | | 1/3/2024(5) | — | — | — | — | 12,113 | — | — | 250,012 | | Timothy S. Bedard | — | 157,500 | 225,000 | 562,500 | — | — | — | — | — | | | 1/3/2024(3) | — | — | — | 14,125 | 21,187 | 56,498 | — | 800,012 | | | 1/3/2024(4) | — | — | — | — | — | — | 48,450 | 1,000,008 | | | 1/3/2024(5) | — | — | — | — | 9,690 | — | — | 200,002 | | Navneet Behl | — | 199,500 | 285,000 | 712,500 | — | — | — | — | — | | | 1/3/2024(3) | — | — | — | 19,421 | 29,132 | 77,684 | — | 1,100,005 | | | 1/3/2024(4) | — | — | — | — | — | — | 66,619 | 1,375,016 | | | 1/3/2024(5) | — | — | — | — | 13,324 | — | — | 275,007 | | Hayley F. Scott | — | 142,800 | 204,000 | 510,000 | — | — | — | — | — | | | 1/3/2024(3) | — | — | — | 14,520 | 21,780 | 58,080 | — | 822,413 | | | 1/3/2024(4) | — | — | — | — | — | — | 49,807 | 1,028,016 | | | 1/3/2024(5) | — | — | — | — | 9,962 | — | — | 205,616 |

  83. Grants of Plan-Based Awards — 2024

    | (1) These awards were made pursuant to the 2024 STIC program under the Executive Annual Incentive Plan. | | (2) The values set forth in this column reflect the aggregate grant date fair value of stock 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. | | (3) These rows report the number of 2024 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 2024 PSU awards, see the description of our 2024 LTIC program in the “Compensation Discussion and Analysis” section of this Proxy Statement. | | (4) 2024 RSU grants were made under the Equity and Incentive Compensation Plan. | | (5) These rows report the number of 2024 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 2024 ESG PSU awards, see the description of our 2024 LTIC program in the “Compensation Discussion and Analysis” section of this Proxy Statement. |

  84. Grants of Plan-Based Awards — 2024

    Grants made in 2024 are described more fully in the “Compensation Discussion and Analysis” section. More information concerning the amount of salary and incentive compensation for the named executives is provided under the section entitled “Compensation Discussion and Analysis - Compensation Decisions for 2024.”

  85. Grants of Plan-Based Awards — 2024

    | 2025 PROXY STATEMENT | | 51 |

  86. Outstanding Equity Awards at Fiscal Year-End — 2024

    Outstanding Equity Awards at Fiscal Year-End — 2024 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, 2024.

  87. Outstanding Equity Awards at Fiscal Year-End — 2024

    | | 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 | 127,660(2) | — | — | 10.525 | 1/2/2030 | — | — | — | — | | | — | — | — | — | — | 42,028(5) | $1,541,167 | — | — | | | — | — | — | — | — | 62,384(8) | $2,287,621 | — | — | | | — | — | — | — | — | 72,675(10) | $2,664,992 | — | — | | | — | — | — | — | — | 128,677(11) | $4,718,586 | — | — | | | — | — | — | — | — | 8,406(12) | $308,248 | — | — | | | — | — | — | — | — | 6,238(13) | $228,747 | — | — | | | — | — | — | — | — | 4,844(14) | $177,629 | — | — | | | — | — | — | — | — | — | — | 186,355(15) | $6,833,638 | | | — | — | — | — | — | — | — | 15,930(16) | $584,153 | | Alan K. Shepard | 3,051(3) | — | — | 7.200 | 2/25/2030 | — | — | — | — | | | — | — | — | — | — | 9,007(5) | $330,287 | — | — | | | — | — | — | — | — | 35,351(8) | $1,296,321 | — | — | | | — | — | — | — | — | 60,563(10) | $2,220,845 | — | — | | | — | — | — | — | — | 27,574(11) | $1,011,139 | — | — | | | — | — | — | — | — | 1,802(12) | $66,079 | — | — | | | — | — | — | — | — | 3,535(13) | $129,628 | — | — | | | | | | | | 4,037(14) | $148,037 | | | | | — | — | — | — | — | — | — | 128,201(15) | $4,701,131 | | | — | — | — | — | — | — | — | 11,612(16) | $425,812 | | | — | — | — | — | — | — | — | 383,334(17) | $14,056,858 |

  88. Outstanding Equity Awards at Fiscal Year-End — 2024

    | 52 | | 2025 PROXY STATEMENT |

  89. Outstanding Equity Awards at Fiscal Year-End — 2024

    | | 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) | | Timothy S. Bedard | — | — | — | — | — | 13,022(9) | $477,517 | — | — | | | — | — | — | — | — | 48,450(10) | $1,776,662 | — | — | | | — | — | — | — | — | 3,229(14) | $118,407 | — | | | | — | — | — | — | — | — | — | 56,498(15) | $2,071,782 | | | — | — | — | — | — | — | — | 6,461(16) | $236,925 | | Navneet Behl | — | — | — | — | — | 8,682(7) | $318,369 | — | — | | | | | | | | 33,272(8) | $1,220,084 | | | | | — | — | — | — | — | 66,619(10) | $2,442,919 | — | — | | | | | | | | 3,327(13) | $122,001 | | | | | | | | | | 4,441(14) | $162,851 | | | | | — | — | — | — | — | — | — | 131,876(15) | $4,835,893 | | | — | — | — | — | — | — | — | 12,211(16) | $447,777 | | | — | — | — | — | — | — | — | 383,334(17) | $14,056,858 | | Hayley F. Scott | 2,441(4) | — | — | 10.525 | 1/21/2030 | — | — | — | — | | | — | — | — | — | — | 1,055(5) | $38,687 | — | — | | | — | — | — | — | — | 1,848(6) | $67,766 | — | — | | | | | | | | 12,477(8) | $457,532 | | | | | — | — | — | — | — | 49,807(10) | $1,826,423 | — | — | | | | | | | | 3,228(11) | $118,371 | — | — | | | — | — | — | — | — | 212(12) | $7,774 | — | — | | | — | — | — | — | — | 1,248(13) | $45,764 | — | — | | | — | — | — | — | — | 3,320(14) | $121,744 | — | — | | | — | — | — | — | — | — | — | 78,402(15) | $2,875,001 | | | — | — | — | — | — | — | — | 7,890(16) | $289,326 |

  90. Outstanding Equity Awards at Fiscal Year-End — 2024

    | (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 31, 2024 ($36.67) by the number of shares relating to such awards. | | (2) 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. | | (3) 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. | | (4) Options granted January 21, 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 3, 2022 that vest in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date. | | (6) 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. | | (7) 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. | | (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 December 22, 2023 that vest in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date. | | (10) RSUs granted on January 3, 2024 that vest in three equal annual installments (subject to rounding) beginning on the first anniversary of the grant date. | | (11) The performance period for the 2022 PSU awards was January 1, 2022 through December 31, 2024. The amounts are based on actual performance results for the period and vested in January 2025 when the Compensation Committee certified performance. |

  91. Outstanding Equity Awards at Fiscal Year-End — 2024

    | 2025 PROXY STATEMENT | | 53 |

  92. Outstanding Equity Awards at Fiscal Year-End — 2024

    | (12) The performance period for the 2024 tranche of the 2022 ESG PSU awards was January 1, 2024 through December 31, 2024. The amounts are based on actual performance results for the period and was deemed earned in January 2025 when the Compensation Committee certified performance. | | (13) The performance period for the 2024 tranche of the 2023 ESG PSU awards was January 1, 2024 through December 31, 2024. The amounts are based on actual performance results for the period and was deemed earned in January 2025 when the Compensation Committee certified performance. | | (14) The performance period for the 2024 tranche of the 2024 ESG PSU awards was January 1, 2024 through December 31, 2024. The amounts are based on actual performance results for the period and was deemed earned in January 2025 when the Compensation Committee certified performance. | | (15) The aggregate number of unvested PSUs for which the performance period had not lapsed as of December 31, 2024 (as applicable). The performance period for the PSU awards granted in 2023 is January 1, 2023 through December 31, 2025 and the performance period for the PSU awards granted in 2024 is January 1, 2024 through December 31, 2026. 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. The amounts presented for the 2023 PSU and 2024 PSU awards are based on achieving performance goals at the maximum level as to the TSR and ASP goals. | | (16) The aggregate number of unvested ESG PSUs for which the performance period had not lapsed as of December 31, 2024. 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 2025 tranche remaining outstanding and included in this column). The performance period for the ESG PSU awards granted in 2024 is January 1, 2024 through December 31, 2026, vesting one-third per year (with the 2025 and 2026 tranches remaining outstanding and included in this column). The amounts presented for the 2023 and 2024 ESG PSU awards are based on achieving performance goals at the target level. The earned amounts related to the 2024 tranche of the 2023 and 2024 ESG PSU awards are described above and reflected in column (g). | | (17) The aggregate number of unvested Special PSUs for which the performance period had not lapsed as of December 31, 2024. 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 $36.67 on December 31, 2024. Assuming this value per share under the terms of the Special PSUs, the payout value for each of Messrs. Shepard’s and Behl’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 and Behl 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 and Behl’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 — 2024

    | 54 | | 2025 PROXY STATEMENT |

  94. Outstanding Equity Awards at Fiscal Year-End — 2024

    Option Exercises and Stock Vested Table — 2024

  95. Option Exercises and Stock Vested Table — 2024

    Option Exercises and Stock Vested Table — 2024 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 2024 fiscal year.

  96. Option Exercises and Stock Vested Table — 2024

    | | Option Awards | | Stock Awards(1) | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | | Nicholas J. DeIuliis(2) | 795,563 | 11,699,311 | 502,702 | $10,198,804 | | Alan K. Shepard | — | — | 53,085 | $1,084,824 | | Timothy S. Bedard | — | — | 6,510 | $235,988 | | Navneet Behl | — | — | 28,642 | $650,727 | | Hayley F. Scott | — | — | 18,242 | $371,917 |

  97. Option Exercises and Stock Vested Table — 2024

    | (1) Values include vesting of RSU awards granted in each of 2021 (third tranche), 2022 (second tranche), and 2023 (first tranche), as well as PSU awards granted in 2019 and 2021, and PSU ESG awards granted in 2021 (third tranche), 2022 (second tranche) and 2023 (first tranche). | | (2) Mr. DeIuliis exercised options granted on January 29, 2016. |

  98. Pension Benefits Table — 2024

    Pension Benefits Table — 2024 The following table provides information with respect to each plan that provides for specified retirement payments or benefits, or payments or benefits that will be provided primarily following retirement, including benefits available under the applicable CNX nonqualified defined benefit plan (which we refer to as the Supplemental Retirement Plan (“SERP”), but excluding nonqualified defined contribution plans.

  99. Pension Benefits Table — 2024

    | Name (a) | Plan Name (b) | Number of Years Credited Service (#) (c) | Present Value of Accumulated Benefit(1) ($) (d) | Payments During Last Fiscal Year ($) (e) | | Nicholas J. DeIuliis | Supplemental Retirement Plan | 20 | $10,841,716 | — | | Alan K. Shepard | N/A | — | — | — | | Timothy S. Bedard | N/A | | | | | Navneet Behl | N/A | — | — | — | | Hayley F. Scott | N/A | — | — | — |

  100. Pension Benefits Table — 2024

    | (1) The accumulated benefits included in this column were computed through December 31, 2024 using the assumptions stated in the financial statements included in Note 14 - Pension in the Notes to the Audited Consolidated Financial Statements in Part II, Item 8 of the 2024 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. |

  101. Pension Benefits Table — 2024

    | 2025 PROXY STATEMENT | | 55 |

  102. Pension Benefits Table — 2024

    Understanding Our Pension Benefits Table

  103. Understanding Our Pension Benefits Table

    Understanding Our Pension Benefits Table This section provides information regarding CNX’s applicable retirement program, which includes the SERP.

  104. 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 incremental or enhanced payments and the value of other incremental or enhanced benefits that would vest or otherwise accelerate or vest 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 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 (non-enhanced) benefits for each named executive, including those set forth in the Pension Benefits Table — 2024, and any stock options vested as of December 31, 2024 (which are set forth in the Outstanding Equity Awards at Fiscal Year-End Table — 2024). The tables assume that employment termination and/or the change in control occurred on December 31, 2024 and a valuation of our common stock based on its closing market price per share on December 31, 2024 of $36.67 per share. 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.

  105. Potential Payments Upon Termination or Change in Control Tables

    | 56 | | 2025 PROXY STATEMENT |

  106. 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 | — | — | — | — | — | $525,000 | | Short-Term Incentive(3) | — | — | — | $210,000 | — | $379,750 | | Severance Pay Plan(4) | — | $74,038 | — | — | — | — | | Long-Term Incentive Compensation:(5)(9) | | | | | | | | Options: Unvested | — | — | — | — | — | — | | RSUs: Unvested | — | $3,847,453 | — | $3,847,453 | $3,847,453 | $3,847,453 | | PSUs: Unvested | — | $4,701,131 | — | $4,701,131 | $4,701,131 | $4,701,131 | | ESG PSUs: Unvested | — | $425,812 | — | $425,812 | $425,812 | $425,812 | | 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 | — | — | — | — | — | $31,050 | | 280G Tax Reduction(8) | — | — | — | — | — | $(4,762,192) | | TOTAL | | $9,048,434 | | $9,184,396 | $8,974,396 | $5,205,140 |

  107. TIMOTHY S. BEDARD*

    | 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 | — | — | — | — | — | $562,500 | | Short-Term Incentive(3) | — | — | — | $225,000 | — | $337,500 | | Severance Pay Plan(4) | — | $57,692 | — | — | — | — | | Long-Term Incentive Compensation:(5)(9) | | | | | | | | Options: Unvested | — | — | — | — | — | — | | RSUs: Unvested | — | $2,254,178 | — | $2,254,178 | $2,254,178 | $2,254,178 | | PSUs: Unvested | — | $2,071,782 | — | $2,071,782 | $2,071,782 | $2,071,782 | | ESG PSUs: Unvested | — | $236,925 | — | $236,925 | $236,925 | $236,925 | | Benefits and Perquisites: | | | | | | | | Outplacement service | — | — | — | — | — | $25,000 | | Continuation of medical/drug/dental benefits(6) | — | — | — | — | — | $31,716 | | 401(k) payment | — | — | — | — | — | $31,050 | | 280G Tax Reduction(8) | — | — | — | — | — | $(2,586,365) | | TOTAL | | $4,620,577 | | $4,787,885 | $4,562,885 | $2,964,286 |

  108. 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 | — | — | — | — | — | $712,500 | | Short-Term Incentive(3) | — | — | — | $285,000 | — | $427,500 | | Severance Pay Plan(4) | — | $73,077 | — | — | — | — | | Long-Term Incentive Compensation:(5)(9) | | | | | | | | Options: Unvested | — | — | — | — | — | — | | RSUs: Unvested | — | $3,981,372 | — | $3,981,372 | $3,981,372 | $3,981,372 | | PSUs: Unvested | — | $4,835,893 | — | $4,835,893 | $4,835,893 | $4,835,893 | | ESG PSUs: Unvested | — | $447,777 | — | $447,777 | $447,777 | $447,777 | | 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 | — | — | — | — | — | $31,050 | | 280G Tax Reduction(8) | — | — | — | — | — | $(5,330,051) | | TOTAL | | $9,338,119 | — | $9,550,042 | $9,265,042 | $5,163,177 |

  109. 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 | — | $388,278 | | Severance Pay Plan(4) | — | $52,308 | — | — | — | — | | Long-Term Incentive Compensation:(5)(9) | | | | | | | | Options: Unvested | — | — | — | — | — | — | | RSUs: Unvested | — | $2,390,407 | — | $2,390,407 | $2,390,407 | $2,390,407 | | PSUs: Unvested | — | $2,875,001 | — | $2,875,001 | $2,875,001 | $2,875,001 | | ESG PSUs: Unvested | — | $289,326 | — | $289,326 | $289,326 | $289,326 | | Benefits and Perquisites: | | | | | | | | Outplacement service | — | — | — | — | — | $25,000 | | Continuation of medical/drug/dental benefits(6) | — | — | — | — | — | $18,131 | | 401(k) payment | — | — | — | — | — | $30,600 | | 280G Tax Reduction(8) | — | — | — | — | — | $(2,570,228) | | TOTAL | | $5,607,043 | — | $5,758,735 | $5,554,735 | $3,956,516 |

  110. 2024 CEO Pay Ratio Information

    2024 CEO Pay Ratio Information

  111. 2024 CEO Pay Ratio

    2024 CEO 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 2024, the values are as follows:

  112. 2024 CEO Pay Ratio

    | ● | Mr. DeIuliis’ annual total compensation — $6,120,603 | | ● | Median employee’s annual total compensation — $161,542 | | ● | Ratio of Mr. DeIuliis’ annual total compensation to the median employee’s annual total compensation — 38:1 |

  113. CEO Pay Ratio Methodology

    CEO 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, CNX last identified the median employee for purposes of providing pay ratio disclosure for its 2021 pay ratio. The methodology used to identify the median employee for the 2024 pay ratio (a full-time, salaried employee) was 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, 2024 (excluding our CEO). We believe that these elements reasonably reflect the annual compensation of our general employee population. As there have been no material changes to CNX’s compensation programs, we believe any variances observed in the median employee’s annual total compensation is a natural consequence of our smaller employee population and should be considered in the context of our overall business strategy and goals. 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. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described above.

  114. CEO Pay Ratio Methodology

    | 2025 PROXY STATEMENT | | 65 |

  115. CEO Pay Ratio Methodology

    The following table, and accompanying graphs and narrative information, contain required disclosures regarding the relationship between certain elements of the Corporation’s financial performance (using a mix of required (Total Shareholder Return (“TSR”) and GAAP Net Income (Loss)) and company-selected (Adjusted FCF per Share) measures) and compensation “actually paid” (as defined under the SEC rules, “compensation actually paid”) to our principal executive officer, Mr. DeIuliis, and the average compensation actually paid to our other named executive officers for 2024, 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.

  116. Pay Versus Performance Table — 2024

    Pay Versus Performance Table — 2024

  117. Pay Versus Performance Table — 2024

    | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1)(2) (e) | 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 Shareholder Return(3) (f) | Peer Group Total Shareholder Return(3) (g) | Net Income (Loss) (h) (In thousands) | Adjusted Free Cash Flow per Share(4) (i) | | 2024 | $6,120,603 | $15,853,197 | $3,258,040 | $10,626,156 | $414.5 | $516.4 | $(90,494) | $2.22 | | 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 |

  118. Pay Versus Performance Table — 2024

    | (1) Nicholas J. DeIuliis served as our principal executive officer (“PEO”) for the full year for each of 2024, 2023, 2022, 2021 and 2020. For 2024, our non-PEO named executive officers (“NEOs”) included Alan Shepard, Timothy S. Bedard, Navneet Behl, and Hayley F. Scott. For 2023, our non-PEO 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. |

  119. Pay Versus Performance Table — 2024

    | 66 | | 2025 PROXY STATEMENT |

  120. Pay Versus Performance Table — 2024

    | (2) For 2024, 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: |

  121. Pay Versus Performance Table — 2024

    | Nicholas J. DeIuliis | 2024 | | Summary Compensation Table (“SCT”) Total for PEO (column (b)) | $6,120,603 | | -aggregate change in actuarial present value of pension benefits from SCT for covered year | $— | | +service cost of pension benefits | — | | +prior service cost of pension benefits | — | | -SCT “Stock Awards” column value | $3,000,017 | | -SCT “Option Awards” column value | — | | +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 | $6,176,389 | | +/-aggregate total of change in fair value (from prior year-end to covered year-end) of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $6,411,958 | | +aggregate total of vesting date fair value of equity awards granted and vested in the covered year | — | | +/-aggregate total of change in fair value (from prior year-end to covered year vesting date) of equity awards granted in prior years that vested in the covered year | $144,264 | | -aggregate total fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | $— | | +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)) | $15,853,197 |

  122. Pay Versus Performance Table — 2024

    | 2025 PROXY STATEMENT | | 67 |

  123. Pay Versus Performance Table — 2024

    | Average for Non-PEO NEOs | 2024 | | Average SCT Total for Non-PEO NEOs (column (d)) | $3,258,040 | | -aggregate change in actuarial present value of pension benefits from SCT for covered year | $— | | +service cost of pension benefits | — | | +prior service cost of pension benefits | — | | -SCT “Stock Awards” column value | $2,326,534 | | -SCT “Option Awards” column value | — | | +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 | $4,789,830 | | +/-aggregate total of year-over-year change in fair value (from prior year-end to covered year-end) of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $4,867,995 | | +aggregate total of vesting date fair value of equity awards granted and vested in the covered year | — | | +/-aggregate total of change in fair value (from prior year-end to covered year vesting date) of equity awards granted in prior years that vested in the covered year | $36,825 | | -aggregate total fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | — | | +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)) | $10,626,156 |

  124. Pay Versus Performance Table — 2024

    | (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, 2024, 2023, 2022, 2021 and 2020 and consists of the following entities: 2024 -- Antero Resources Corporation, Expand Energy Corporation (successor by merger to Chesapeake Energy Corporation and Southwestern Energy Co.), EQT Corporation, Gulfport Energy Corporation and Range Resources Corporation; and 2023, 2022, 2021 and 2020 -- Antero Resources Corporation, Chesapeake Energy Corporation, 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. |

  125. Pay Versus Performance Table — 2024

    | (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. |

  126. Pay Versus Performance Table — 2024

    | 68 | | 2025 PROXY STATEMENT |

  127. 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 2024, 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) each of 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: Relationship Between Compensation Actually Paid and CNX Total Shareholder Return 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, 2023 and 2024.

  128. Pay Versus Performance Relationship Descriptions

    | 2025 PROXY STATEMENT | | 69 |

  129. Pay Versus Performance Relationship Descriptions

    Relationship Between Compensation Actually Paid and CNX Net Income CAP vs. Net Income (Loss). SEC rules require the comparison of CAP to GAAP net income. For each of the years 2020, 2021, 2022 and 2024, 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.

  130. Pay Versus Performance Relationship Descriptions

    | 70 | | 2025 PROXY STATEMENT |

  131. Pay Versus Performance Relationship Descriptions

    Relationship Between Compensation Actually Paid and CNX Adjusted Free Cash Flow Per Share 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.

  132. Pay Versus Performance Relationship Descriptions

    | 2025 PROXY STATEMENT | | 71 |

  133. Pay Versus Performance Relationship Descriptions

    List of Performance Measurements for Compensation Actually Paid

  134. 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 2024 to our performance:

  135. 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 |

  136. 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.

  137. List of Performance Measurements for Compensation Actually Paid

    | 72 | | 2025 PROXY STATEMENT |

  138. 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 adjustments in accordance with the STIC plan. This same calculation is used for the Pay Versus Performance (“PVP”) Disclosures included in this Proxy Statement.