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 across the enterprise, and creating sustainable long-term value for our shareholders. CNX’s rigorous corporate governance structure ensures that we uphold our values of Responsibility, Ownership, and Excellence in all aspects of our business.
CNX’s corporate governance structure starts with our Board of Directors (Board), which delegates responsibility for various governance topics to its four committees. Comprised of the Audit Committee, Compensation Committee, Nominating and Corporate Governance (NCG) Committee and Environmental, Safety and Corporate Responsibility (ESCR) Committee, the Board’s committee structure helps ensure 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 the CNX 2022 Proxy Statement.
CNX’s executive leadership team sets clear, measurable goals regarding operational conduct and help drive the strategy, innovation, and performance that underscores 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 goes hand in hand with fostering long-term operational and financial performance. Maintaining focus on these principles helps promote long-term, sustainable success for our business, and in turn, our shareholders.
CNX increased the diversity of its Board in January of 2022 with the addition of Mr. Robert Agbede. Mr. Agbede’s adds to the Board an extensive wealth of business management and executive leadership experience across a career spanning 40 years. His unique blend of energy industry experience and experience developing new technologies makes him the epitome of an energy entrepreneur and an invaluable asset to our Board.
CNX’s Board of Directors (Board) sets the tone for CNX’s corporate governance policies and oversees our risk management policies and practices. The Board regularly reviews our governance policies to ensure that we follow applicable laws and regulations and encourages applying best practices across CNX’s business. Examples of our Board’s strict adherence to a strong corporate governance model include:
- 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
- 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 (ensures consideration of candidates of gender and racial/ ethnic diversity)
Our directors bring diverse talents, experience, and sound judgment in areas that drive long-term per share value creation. Below is a summary table encapsulating a few of the skills our directors possess and a brief description of the importance of each.
|Robert O. Agbede||▪||▪||▪||▪|
|J. Palmer Clarkson||▪||▪||▪||▪||▪|
|Nicholas J. Deiuliis||▪||▪||▪||▪||▪||▪|
|Maureen E. Lally-Green||▪||▪||▪|
|Bernard Lanigan, Jr.||▪||▪||▪||▪|
|William N. Thorndike, Jr.||▪||▪||▪||▪|
*The lack of a mark in a specific category is not indicative of a director lacking that particular skill. Indeed, we rely on the unique knowledge and experience of all our directors in each of these categories (and others). To the contrary, the above table is merely meant to illustrate areas of expertise in which certain directors 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.
Risk Management Expertise: Identifying, assessing, and mitigating risk is a core principle of any successful business. This is why CNX seeks out directors with a deep understanding of the existing risks that our business faces and the ability to quickly identify and address new risks that may arise.
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: We believe that 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.
Finance/Accounting Expertise: Directors with backgrounds in financial services and accounting bring tremendous value to our Board when advising on strategic capital allocation decisions and in 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.
As set forth in our NCG Committee Charter, the NCG Committee expressly considers an individual’s diversity of background, including specifically diversity of gender and race or ethnicity in connection with its review of potential candidates for Board membership. To the right is a matrix demonstrating the current composition of our Board, 29% of which consists of directors self-identifying as diverse in either gender or race/ethnicity. CNX maintains a small, tight-knit Board that fosters nimble decision-making, and we strive to preserve that dynamic while constantly evaluating ways to ensure that our Board remains inclusive of diverse backgrounds and viewpoints.
Total Number of Directors (7)
|Part I: Gender Identity|
|Part II: Demographic Background|
|African American or Black||—||1||—||—|
|Alaskan Native or Native American||—||—||—||—|
|Hispanic or Latin||—||—||—||—|
|Native Hawaiian or Pacific Islander||—||—||—||—|
|Two or More Races or Ethnicities||—||—||—||—|
|Did Not Disclose Demographic Backgroun||—||—||—||—|
Additionally, 83% of our CEO direct reports self-identify as either gender or racially/ethnically diverse. Consistent with its commitment to increasing diversity on its Board, CNX has added three diverse members to its executive management ranks since late 2021.
Echoing the historic makeup of our Appalachian region and the immigration story that it was built on, four members of the seven-member executive management team are first-generation immigrants with mother countries of India, Nigeria, and England; another member is a second-generation immigrant with parents emigrating from the Philippines; and the remaining two have long multi-generational roots in the region.
“Truth be told, the journey was never easy, and still isn’t. I am a first-generation immigrant and to see how far I have come in the company is a testament to the team around me.” Olayemi Akinkugbe
Chief Excellence Officer
CNX’s commitment to strong corporate governance is embedded in our employee compensation program, which closely aligns pay with performance and extends across the entire company. Our compensation philosophy provides for a competitive base salary to attract strong talent, an annual bonus (STIC) to align and motivate all employees around near-term company targets, plus 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 here:
Annual bonus metrics are rigorously vetted and reflect the building blocks that support long-term value creation. Our corporate scorecard incorporates ESG metrics, which ensures alignment between the Board’s priorities and our 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 Proxy Statement. 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 efficiency and utilizing new technology.
Risk management is a central part of 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, and social issues. The risk management strategies adopted by the Board are translated into corresponding policies and operational procedures which ensure effective management and accountability. Employees throughout the organization are trained and incentivized to mitigate risk and put compliance into practice.
Our Chief Risk Officer (CRO)—a new position in 2022— reports to the CEO and works closely with the operational, financial, and legal teams to identify, assess, and mitigate strategic, operational, compliance, and reputational risks to CNX. The CRO provides centralized oversight of risk and works closely with the various disciplines in the company to develop risk management and compliance programs at the levels where day-to-day risk management is paramount.
ESG matters are embedded in our Enterprise Risk Management, with oversight from the CRO and support from our Sustainability Committee. This cross-functional leadership team evaluates our ESG performance against our stated targets and drives continuous action and initiatives within their corresponding departments to ensure progress against our goals. CNX’s Emission Reduction Task Force (ERTF) includes members from various operational, environmental, engineering, and data management teams, and focuses on continually reducing and improving our emissions footprint. The task force is evaluating innovative technologies and processes that target areas with the most significant methane reduction potential. Both 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 this committee on matters relating to corporate responsibility, including material topics outlined throughout this report. CNX’s consideration and assessment of ESG matters extends well beyond the board room and includes all experts at all levels of the company with clear avenues of elevation to company management.
During 2022, CNX made substantial investments in talent, tools, and service partners which helped expand and mature our cybersecurity program. The Cybersecurity team meets regularly with senior management to discuss program governance and provides periodic updates to the Board. Cybersecurity reports through the Chief Information Officer who reports to the Chief Risk Officer.
A risk-based cybersecurity program is essential to protect all categories of data, information systems, operational technology, and critical infrastructure from theft and damage. Cybersecurity threats can target any level of our organization and come from different sources including individuals, adversarial organizations, organized crime, and state-sponsored threat actors. Cyberattacks may also try to compromise data integrity—destroying or changing data—to create confusion and disrupt operations. CNX works closely with cybersecurity experts, government agencies, and law enforcement to evaluate threats and follow the guidelines from the National Institute of Standards and Technology (NIST) Cybersecurity Framework.
CNX’s cybersecurity program includes 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. In addition to awareness training and testing, we operate continuous monitoring systems and teams that include a security operations center staffed around the clock, continuous vulnerability scanning, and regular penetration testing.
Our incident response team regularly conducts simulated cyber incidents to practice identification, containment, eradication, and recovery procedures. In the coming year CNX will be enhancing its endpoint detection and response capabilities and upgrading its identity and access management platforms.
CNX is an active and engaged advocate for our industry and strongly encourages employees to be outspoken about their passions and interests. In 2022, we launched the Positive Energy Hub to serve as a platform to spotlight our employees, share CNX perspectives on trending topics, company news updates, and insights into everyday life at CNX.
In addition to the Positive Energy Hub, CNX advocates through robust community engagement, political action committees, trade association memberships, and direct engagement by management. We invest resources into these efforts to ensure policymakers, regulators, media, communities, and the public understand the crucial, positive impacts low emission energy has on families, businesses, and underserved communities across the region, nation, and world.
Similar to the “local first” strategy for community investment, CNX’s political contributions and lobbying efforts are also guided by transparency and prioritize unlocking economic and environmental value for the company’s owners and stakeholders across Appalachia. CNX remains committed to its unique brand of community and government relations and transparent disclosure of these efforts. CNX does not engage with national trade associations for the purposes of influencing public policy. Nor does the company engage with associations focused on issues outside of 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.”
In response to a recent shareholder proposal, CNX issued the following report highlighting its strong commitment to its Appalachia First strategic vision and related public policy advocacy efforts.
|LOBBYING AGAINST PARIS CLIMATE
ACCORD AND CLIMATE MATTERS
|Appalachian Natural—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|
|Institute For Energy Research (IER)—a not-for-profit organization that conducts intensive research and analysis on the functions, operations, and government regulation of global energy markets.||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|
|NGVAmerica—works to create a profitable, sustainable, and growing market for compressed natural gas (CNG) and liquefied natural gas (LNG)-powered vehicles.||YES||Issues related to the use and development of natural gas and renewable natural gas. Build Back Better Act and Inflation Reduction Act of 2022. Infrastructure Investment and Jobs Act.||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 & Gas Assocation (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|
|Two (2) Cnx Employees||YES||—||NO|
|2022 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. CNX PAC had operating expenses and made distributions totaling $70,260 to support candidates and candidate committees.
We intend 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.
We view our PAC as 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.
Furthermore, CNX made corporate political contributions totaling $219,000 in states where we have operational or end-user interests. CNX invested $76,000 directly supporting candidates or PACs in states where corporate political contributions are permissible, namely Virginia. 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
Additionally, CNX is a proud member or supporter of:
- Women’s Energy Network
- Pittsburgh Technology Council
- Pennsylvania Environmental Council (PEC)
- West Virginia Manufacturers’ Association
- Ohio Manufacturers’ Association
Our Code of Employee Business Conduct and Ethics and our Supplier Policy (Code of Conduct) set clear expectations for our employees and our business partners. Our 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, to our business partners, our community and our 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.
Annually, employees formally commit 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.
“I am proud of the way that CNX employees conduct themselves and demonstrate their commitment to our values at all times. The Company’s continued success depends on our hard work and continued focus on operating with the highest ethical standards.” Nick Deiuliis
President and Chief Executive Officer