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CNX Resources Corporation

01/02/2026 | Press release | Distributed by Public on 01/02/2026 15:36

Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in Current Reports on Form 8-K filed by CNX Resources Corporation (the "Company") on September 22, 2025 and November 5, 2025, Alan Shepard is expected to commence serving as the Company's President and Chief Executive Officer and as a member of the Board effective as of January 1, 2026 (the "Appointment Date"), and Everett Good is expected to commence serving as the Company's Chief Financial Officer effective as of the Appointment Date. On December 31, 2025, the Board of Directors (the "Board") of the Company approved certain compensation arrangements for Messrs. Shepard and Good in connection with these appointments, effective as of the Appointment Date.

For Mr. Shepard, the Board approved the following compensation arrangements: (1) base salary at the rate of $600,000 per year; (2) participation in the Company's annual short-term incentive compensation program for executive officers, with an annual target award equal to 120% of his annual base salary rate (or a $720,000 target), with payment based on actual performance; and (3) beginning in 2026, participation in the Company's annual long-term equity incentive compensation program for executive officers, with an annual target grant date value opportunity equal to $3,000,000.

Mr. Shepard will also enter into an amended and restated version of his change in control severance agreement with the Company (the "Revised CIC Agreement"). Mr. Shepard's Revised CIC Agreement is expected to provide him with the following changes in compensation and benefits for certain qualifying terminations of employment, including in connection with a change in control of the Company (all as further described in the Revised CIC Agreement): (1) cash severance equal to 2.5 times base salary plus short-term incentive compensation (as described in the Revised CIC Agreement); (2) a pro-rata short-term incentive payment for the year of termination; (3) 30 months of continued health care coverage benefits (with coverage beyond the 18-month COBRA continuation period provided under the applicable Company plan as imputed income, or by reimbursement to Mr. Shepard if no such Company plan exists); (4) an additional 30 months of credit for purposes of post-retirement medical and dental benefit eligibility; (5) a cash payment in lieu of 30 months of continued 401(k) plan matching contributions; (6) a cash payment equal to 30 months of additional pension plan benefits (as applicable); (7) $25,000 in outplacement assistance; (8) any other earned or vested (but not yet paid) compensation and benefits under applicable Company compensation programs; and (9) accelerated equity award vesting as of the date of the change in control of the Company (if applicable). The Revised CIC Agreement includes a cutback on certain payments by or benefits from the Company that would constitute an "excess parachute payment" within the meaning of Section 280G of the tax code, and certain payments and benefits under the Revised CIC Agreement are subject to timely execution (and non-revocation) of a release of claims by Mr. Shepard.

For Mr. Good, the Board approved the following compensation arrangements: (1) base salary at the rate of $310,000 per year; (2) participation in the Company's annual short-term incentive compensation program for executive officers, with an annual target award equal to 60% of his annual base salary rate (or a $186,000 target), with payment based on actual performance; and (3) beginning in 2026, participation in the Company's annual long-term equity incentive compensation program for executive officers, with an annual target grant date value opportunity equal to $1,700,000; and (4) a special grant on January 5, 2026 (the "Grant Date") of 191,667 in target performance share units, 0% to 50% of which units will be earned based on absolute stock price performance from the Grant Date through July 31, 2028, and 0% to 50% of which units will be earned based on absolute stock price performance from August 1, 2028 through July 31, 2030. The Company is expected to enter into a standard award agreement with Mr. Good regarding this award, with appropriate modifications to reflect the terms of the award.

Mr. Good will also become a party to the Company's standard indemnification agreement for executive officers, and enter into a change in control severance agreement with the Company (the "CIC Agreement"). Mr. Good's CIC Agreement is expected to provide him with the following compensation and benefits for certain qualifying terminations of employment, including in connection with a change in control of the Company (all as further described in the CIC Agreement): (1) cash severance equal to 1.5 times base salary plus short-term incentive compensation (as described in the CIC Agreement); (2) a pro-rata short-term incentive payment for the year of termination; (3) 18 months of continued health care coverage benefits; (4) a cash payment in lieu of 18 months of continued 401(k) plan matching contributions; (5) a cash payment equal to 18 months of additional pension plan benefits (as applicable); (6) $25,000 in outplacement assistance; (7) any other earned or vested (but not yet paid) compensation and benefits under applicable Company compensation programs; and (8) accelerated equity award vesting as of the date of the change in control of the Company (if applicable). The CIC Agreement includes a cutback on certain payments by or benefits from the Company that would constitute an "excess parachute payment" within the meaning of Section 280G of the tax code, and certain payments and benefits under the CIC Agreement are subject to timely execution (and non-revocation) of a release of claims by Mr. Good.

CNX Resources Corporation published this content on January 02, 2026, and is solely responsible for the information contained herein. Distributed via Edgar on January 02, 2026 at 21:36 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]