Governance

Strong corporate governance and a culture of compliance are the foundation of our Sustainable Business Model, which drives innovation to pursue emerging opportunities while managing risk, operating responsibly and transparently across the enterprise, and creating sustainable long-term value for our shareholders. Our rigorous corporate governance structure ensures that we uphold our values of Responsibility, Ownership, and Excellence in all aspects of our business.

CNX’s Board of Directors (Board) delegates responsibility for various governance topics to its four committees: The Audit Committee, Compensation Committee, Nominating and Corporate Governance (NCG) Committee, and Environmental, Safety and Corporate Responsibility (ESCR) Committee. The Board’s committee structure ensures sound governance in all aspects of our business.

The ESCR Committee addresses various topics associated with environmental, safety, and corporate responsibility matters. This committee reviews (i) any material compliance issues with health, safety, and environmental laws, (ii) any material pending or threatened administrative, regulatory, or judicial proceedings regarding health, safety or environmental matters, (iii) management’s response to the foregoing matters and (iv) issues of corporate responsibility and security (including cybersecurity). Each member of the Board also serves as a member of the ESCR committee, ensuring a comprehensive view of the issues facing the company on these matters. Further details on this and other committees can be found in CNX's proxy filing.

CNX’s executive leadership team drives corporate strategy, innovation, and performance and establishes clear, measurable goals to ensure our operational conduct reflects our company culture and values. The executive leadership team is also responsible for assessing and managing day-to-day risk and communicating those risks to our Board.

At CNX, we believe that strong corporate governance fosters long-term operational and financial performance. Our focus on these principles ensures sustainable success for our business and, in turn, our shareholders.

Board of Directors

CNX’s Board of Directors (Board) develops policies for corporate governance and risk management. The Board regularly reviews governance policies to ensure compliance with applicable laws and regulations and to promote best practices across CNX’s business. The Board’s commitment to a strong corporate governance model includes:

Declassified Board with all directors subject to individual election (no slate voting) on an annual basis
Independent Board Chair
Committee chairs and committee members are all independent (except for the ESCR Committee, which includes all of our directors)
Majority voting for directors in uncontested elections
Executive sessions held by independent directors at regular Board and Committee meetings
Continuous Board education via regular engagement with experts on emerging practices, technologies, and trends
Direct engagement between independent directors and shareholders
Annual self-evaluation of Board, committee, and director performance
Regular risk assessments and review of risk management policies and procedures
No dual-class shares
Executive incentive compensation clawback policy aligned with the requirements of the NYSE listing standards (implemented in 2023)
Business Code of Conduct and comprehensive ethics and compliance program applicable to both directors and all employees
Stock ownership guidelines for executives and directors
Prohibition on hedging or pledging of company securities
Rooney Rule for director search process (ensuring the inclusion of candidates of gender and racial/ethnic diversity)

Board of Directors Experience and Skill Set

Our directors bring diverse talents, experience, and sound judgments in areas that drive long-term per share value creation.

Note: *The lack of a mark in a specific category is not indicative of a director lacking that particular skill. We rely on the unique knowledge and experience of all our directors in each of these categories (and others). The above table is merely meant to illustrate areas in which certain directors, through their experience, are particularly prominent and qualified to provide guidance to CNX.

Senior Officer/Leadership Experience:
CNX values directors with senior leadership experience that can provide valuable insights about and practical solutions to common issues facing the Corporation and the natural gas industry at large.

Finance/Accounting Expertise:
Directors with backgrounds in financial services and accounting bring tremendous value to our Board by advising on strategic capital allocation decisions and analyzing public company reporting requirements.

Legal Expertise:
We value directors with legal skills and a history of promoting compliance with all aspects of internal policies and external regulations and laws applicable to our business.

Business Strategy Expertise:
Many of our directors possess decades of experience successfully guiding businesses through strategic decision-making processes. CNX leverages this breadth of experience to assist in developing strategies to help it achieve its long-term goal of creating shareholder value while simultaneously enhancing our communities and delivering energy solutions for today and tomorrow.

Industry/Technical Expertise:
Technical expertise, including those directors with a background in engineering, and in particular experience in the natural gas industry, is particularly beneficial to our Board as it considers operational performance and other issues specific to our business.

Risk Management Expertise:
Identifying, assessing, and mitigating risk is a core principle of any successful business. CNX seeks directors with a deep understanding of the existing risks that our business faces and the ability to quickly identify and address new risks as they may arise.

Board and Executive Management Diversity

As set forth in our Nominating and Corporate Governance (NCG) Committee Charter, the NCG Committee expressly considers an individual’s diversity of background, including diversity of gender and race or ethnicity in connection with its review of potential candidates for Board membership. This philosophy is consistent with CNX’s long-standing goal to have a Board with diverse personal and professional backgrounds, experience, and perspectives that, when combined, provide a range of experience and knowledge that will benefit CNX’s governance and strategic needs. Maintaining a small, tight-knit Board fosters nimble decision-making, and CNX strives to preserve that dynamic while consistently evaluating ways to ensure that our Board remains inclusive of diverse backgrounds and viewpoints.

Executive Management Diversity

Additionally, 60% of our CEO direct reports self-identify as either gender or racially/ethnically diverse (80% of CEO direct reports are diverse when also including veteran status). Consistent with its commitment to increasing Board diversity, CNX has added three diverse members to its executive management ranks since late 2021.

Echoing the historic make-up of our Appalachian region and the immigration story that it was built on, three members of the six-member executive management team are first-generation immigrants; and the remaining three have multi-generational roots in the region.

Pay for Performance and ESG Metrics

CNX’s commitment to strong corporate governance is embedded in our employee compensation program, which aligns pay with performance across the entire company. Our compensation philosophy includes competitive base salaries, annual bonuses (STIC) to align and motivate employees around near-term company targets, and a long-term incentive plan (LTIC) that focuses management on strategic multi-year delivery and long-term value creation through share-based awards—including restricted stock units (RSUs) and performance share units (PSUs) as illustrated below.

Annual bonus metrics are rigorously vetted and reflect the building blocks that support long-term value creation. Our corporate scorecard incorporates ESG metrics, ensuring alignment between the Board’s priorities and company performance. Strong safety and environmental performance are critical to CNX leadership, management, and—as our ongoing stakeholder dialogue reveals—to our investors and other stakeholders as well.

Annual methane intensity reduction goals have been included in the LTIC program since 2021, explicitly linking pay to ESG performance. Details of our compensation structure, including performance-based “ESG Units,” are outlined in more detail in CNX’s proxy filing. See more here. The strength of our team and their commitment to innovation and continuous improvement gives us confidence that we can achieve ESG milestones by focusing on efficiencies and utilizing new technology.

Risk Management

Risk management is central to our overarching strategic management process

Our risk management culture starts at the top. Regular presentations from subject-matter experts keep the Board and its committees apprised of material risks affecting the Company, including economic, environmental, cybersecurity, and social issues. Risk management strategies adopted by the Board are translated into corresponding policies and operational procedures, ensuring effective management and accountability. Employees throughout the organization are trained and incentivized to mitigate risk and put compliance into practice.

CNX’s Chief Risk Officer (CRO) reports to the CEO and works closely with the operational, financial, cybersecurity, and legal teams to identify, assess, and mitigate strategic, operational, compliance, and reputational risks.

ESG Oversight

ESG matters are embedded in our Enterprise Risk Management, under the leadership of the CRO, with support from our Sustainability Committee. This cross-functional leadership team evaluates our ESG performance against our stated targets and drives continuous action and initiatives to ensure progress against our goals. CNX’s Emission Reduction Task Force (ERTF) includes members from our operational, environmental, engineering, and data management teams, and focuses on reducing and improving our emissions footprint. The task force evaluates innovative technologies and processes to target areas with the most significant potential for methane reduction. The Sustainability Committee and the ERTF report up through executive management.

The Chairman of our Environmental, Safety, and Corporate Responsibility Committee—whose membership includes all CNX board members—has formal oversight of ESG issues at the Board of Directors level. Executive management provides regular updates to the committee on matters relating to corporate responsibility, including material topics outlined in this report. CNX’s consideration and assessment of ESG matters extends well beyond the boardroom and includes experts at all levels of the company with clear avenues of elevation to company management.

Risk Management and ESG Oversight

Data Protection and Cybersecurity

CNX recognizes the risk that cybersecurity threats pose to our operations, and cybersecurity is an integral component of our overall risk management strategy. In 2023, we bolstered our cybersecurity program through investments in talent, tools, and service partners. CNX has adopted the U.S. Department of Commerce’s National Institute of Standards and Technology (NIST) Cybersecurity Framework to guide our cybersecurity program—a voluntary set of standards, guidelines, and best practices designed to help organizations better manage cybersecurity risks. CNX’s cybersecurity team consists of executive officers as well as dedicated cybersecurity personnel—including our Chief Information Officer (CIO), Director of Cybersecurity, and multiple cybersecurity engineers. The cybersecurity team, led by professionals with deep cybersecurity expertise across multiple industries, takes a cross-functional approach to addressing these risks and engages in discussions with the Board of Directors and our executive management team on an as-needed basis.

CNX’s cybersecurity program includes regular awareness training and testing to educate employees and contractors about common threats, including social engineering, phishing, ransomware, and other methods used to infiltrate systems, steal sensitive information, and damage critical infrastructure. Our continuous monitoring systems include a security operations center staffed around the clock, continuous vulnerability scanning, and regular penetration testing. CNX’s incident response plan defines procedures for a variety of cybersecurity incidents, including categorization of potential incidents, the required timeframe for reporting, incident response levels, and outlines the roles and responsibilities for various personnel in the event of a cybersecurity incident.

The incident response plan is regularly tested via tabletop exercises involving all key members of the response team. The results of these exercises inform continuous plan improvements.

The Board, in coordination with the ESCR Committee, is responsible for the oversight of risks from cybersecurity threats. The responsibilities of the ESCR Committee include overseeing policies and management systems for cybersecurity matters and reviewing CNX’s strategy, objectives, and policies relative to cybersecurity. The Board and the ESCR Committee receive regular presentations and reports on cybersecurity risks that address a wide range of topics, including recent developments, personnel changes, discussion of testing and vulnerability assessment efforts, technological trends or tools, third-party updates, and regulatory standards. The CNX Incident Response Plan calls for prompt and timely direct notifications and updates to the Board (or its committees) as necessary in connection with any cybersecurity incidents that may occur. The Board and the ESCR Committee periodically review our approach to cybersecurity with our CIO and Director of Cybersecurity. For more information, please refer to CNX’s Cybersecurity Disclosures in our annual 10K filing, Item 1C.

See more here

Industry Advocacy and Trade Associations

CNX is a proactive and committed advocate for our industry. We encourage employees to express their interests, and share their unique perspectives. The Positive Energy Hub See more here platform showcases employees, provides context on relevant topics and technical matters, amplifies company news, and offers insight on daily life at CNX.

CNX strives to address the needs of communities where we operate, and to ensure that our stakeholders—including policymakers, regulators, media, communities, and the public—recognize the positive impact that domestic natural gas production and low emissions resources have on families, businesses, and underserved communities across the region, nation, and the world. Our advocacy efforts include direct community engagement, participation in the political process (via our political action committee), active work with trade associations, and direct engagement from management in relevant matters.

CNX’s political contributions and lobbying efforts prioritize transparency and aim to unlock economic and environmental value for our company’s owners and stakeholders throughout Appalachia. We remain steadfast in our distinctive approach to community and government relations, openly disclosing our efforts above and beyond what is prescribed by law. Notably, CNX does not collaborate with national trade associations for the purpose of influencing public policy, nor do we engage with trade associations outside the Appalachian region.

From a governance perspective, pursuant to its charter CNX’s Environmental, Social, Corporate Responsibility (ESCR) Committee has oversight over “any significant environmental, corporate responsibility, public policy, and social issues that may materially affect the business operations, financial performance, or public image of the Company or industry, and management’s response to such matters.”

The following report highlights our strong commitment to the Appalachia First strategic vision and related public policy advocacy efforts.

ORGANIZATIONS 2023	REGISTERED FEDERAL LOBBYIST 2023	FEDERAL LOBBYING ACTIVITY 2023	LOBBYING AGAINST PARIS CLIMATE ACCORD AND CLIMATE MATTERS
Appalachian Natural Gas Operators—a group of upstream Appalachian-based natural gas producers advocating for responsible natural gas development across the tri-state region.	YES	Energy infrastructure, proposed taxes, and fees related to energy production, permitting.	NO
Gas and Oil Association of WV Inc. (GO-WV)—a non-profit corporation working to promote and protect all aspects of the oil and natural gas industry in West Virginia.	NO	—	NO
Pennsylvania Independent Oil & Gas Association (PIOGA)—advocates for the responsible growth of Pennsylvania’s oil and natural gas industry by promoting an environment favorable to the success of the exploration and production, the transportation, and the downstream end users of these energy resources	NO	—	NO
Marcellus Shale Coalition (MSC)—works with exploration and production, midstream, and supply chain partners in the Appalachian Basin and across the country to address issues regarding the production of clean, job-creating, American natural gas from the Marcellus and Utica Shale plays.	Not registered since 2016—No recent climate matters	—	NO
Ohio Oil & Gas Association (OOGA)—mission is to protect, promote, foster, and advance the common interest of those engaged in all aspects of the Ohio crude oil and natural gas producing industry.	Not registered since 2015—No recent climate matters	—	NO
Pennsylvania Chamber of Business & Industry—mission is to advocate for job creation and lead Pennsylvania to greater prosperity for its residents.	NO	—	NO
Pittsburgh Works Together—committed to creating an inclusive vision of economic progress that embraces and respects both traditional legacy industries and emerging ones, while honoring the diversity of cultures and traditions inherent to each, while ensuring a sustainable environment.	NO	—	NO
Virginia Oil and Gas Association (VOGA)—a non-profit trade association representing the interests of companies, partnerships, individuals, or other entities having an interest in the oil and gas industry and who are primarily engaged in the exploration, production, development, transportation, and distribution J106 of natural gas and oil in Virginia.	NO	—	NO

LOBBYISTS
Two (2) CNX Employees	YES	—	NO
2023 Two (2) Registered Contract Lobbying Firms	YES	—	NO

The CNX Resources Corporation Political Action Committee (CNX PAC) serves as the political voice of our eligible employees and acts in full compliance with federal and state campaign finance and applicable laws. The CNX PAC promotes the interests of CNX Resources Corporation, its employees and their families, the region, and the domestic energy industry. In 2023, CNX PAC had operating expenses and made distributions totaling $50,000 to support candidates and candidate committees.

CNX intends to increase our PAC investments in the coming years. Specifically, the CNX PAC will continue to expand support for candidates who proudly champion and advocate for our industry and our region, regardless of party affiliation.

CNX PAC is a critical tool in our mission to ensure that public policy issues around energy and the environment are openly debated based on sound math, science, and transparent data. CNX PAC reports can be found on the Federal Election Commission (FEC) website.

In 2023, CNX made corporate political contributions totaling $271,500 in states where we have operational or end-user interests. Of this, CNX invested $76,500¹ directly supporting candidates or PACs in states where corporate political contributions are permissible, namely Virginia. Public disclosures in the Commonwealth of Virginia are made to the Virginia Public Access Project (VPAP). To view CNX's political contributions in Virginia, visit VPAP's website.

The balance was allocated toward other activities and initiatives that are permissible and consistent with the philosophy governing our public advocacy and community investment strategy. In 2023, CNX Resources contributed to the following national political organizations not reporting to the Federal Election Commission: Democratic Governors Association (DGA), Republican Attorneys General Association (RAGA), and the Republican State Leadership Committee (RSLC).

Business Ethics and Compliance

CNX’s Code of Employee Business Conduct and Ethics and our Supplier Code of Conduct set clear expectations for our employees and our business partners. The codes outline how we do business and engage with each other and the community. They also affirm our commitment to our values of Responsibility, Ownership, and Excellence through our integrity, ethical business practices, sustainable operations, and regulatory compliance.

Integrity and ethical conduct are fundamental to our core values and vital to our mission. We owe it to each other, our business partners, communities, and shareholders to act with integrity and transparency. Our comprehensive ethics and compliance program helps guide and assist CNX employees in acting with integrity in everything we do.

CNX employees make a formal, annual commitment to follow our Code, and acknowledge their understanding of and compliance with key policies. The Code summarizes CNX’s requirements and expectations for employee behavior and communicates important values that should govern all activities undertaken on behalf of CNX.

Employees are encouraged to speak up if they see something concerning or suspect unethical or illegal conduct. Retaliation against anyone that raises concerns in good faith is strictly prohibited. Our whistleblower fraud and ethics hotline is managed by an independent third party (Red Flag Reporting) and allows for anonymous reporting of potential violations. All reports are reviewed by the Director Internal Audit, Chief Risk Officer, General Counsel, or other such persons as determined to be appropriate under the circumstances, with the oversight of the Audit Committee. Internal Audit regularly provides a report on hotline activities and compliance investigations to the Board.
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