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Item 9A. Controls and Procedures

2022-02-10 compared with 2021-02-09 · 66 added, 54 removed, 329 unchanged (27% of the section changed)

44 unchanged sentences

OTHER INFORMATION

On February 7, 2022, the Board of Directors of the Company approved and adopted an updated form of indemnification agreement to be entered into by the Company with each of its directors and executive officers (the "Indemnification Agreement").

The Indemnification Agreement was adopted in order to incorporate certain updates in order to conform to previous amendments to our bylaws and to reflect current market indemnification practices.

This new form of agreement will supersede any previous indemnification agreement entered into by the Company with the respective director or executive officer.

As was the case with the Company's existing form of indemnification agreement, the Indemnification Agreement requires the Company to indemnify its directors and officers, to the fullest extent permitted by law, and in accordance with the provisions contained in the bylaws of the Company.

The foregoing summary and description of the provisions of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreement, a copy of which is filed as Exhibit 10.20 to this Annual Report on Form 10-K and is incorporated herein by reference.

OTHER INFORMATION

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

5 unchanged sentences

DeIuliis 53 President and Chief Executive Officer

Rush 38 Executive Vice President and Chief Financial Officer

Griffith 43 Executive Vice President and Chief Operating Officer

Olayemi Akinkugbe 46 Executive Vice President and Chief Excellence Officer

Alexander Reyes 49 Executive Vice President, General Counsel and Corporate Secretary

Rush 39 Chief Financial Officer

Griffith 44 Chief Operating Officer

Olayemi Akinkugbe 47 Chief Excellence Officer

Reyes 50 Executive Vice President, General Counsel and Corporate Secretary

Ravi Srivastava 40 President, New Technologies

Hayley Scott 49 Chief Risk Officer

DeIuliis has served as a Director and the Chief Executive Officer of CNX Resources Corporation since May 7, 2014.

5 unchanged sentences

DeIuliis is a registered engineer in the Commonwealth of Pennsylvania and a member of the Pennsylvania bar.

Rush has served as the Executive Vice President and Chief Financial Officer of CNX Resources Corporation since August 2, 2017.

Rush has served as the Chief Financial Officer of CNX Resources Corporation since August 2, 2017.

In this role, he is responsible for development and execution of the Company's financial policies and strategy, including risk management, budgeting and planning, and compliance and reporting.

1 unchanged sentence

prior to its separation into two separate companies.

He previously served as Vice President of Energy Marketing where he oversaw the Company's commercial functions, including mergers and acquisitions, gas marketing and transportation, in addition to holding other strategy and planning, business development and engineering positions during his 13 years with the Company.

He successfully guided the Company through every significant transaction during its transition into a pure play natural gas exploration and production company.

Rush holds a B.S in civil engineering from the University of Pittsburgh and an M.B.A from Carnegie Mellon University’s Tepper School of Business.

Griffith has served as the Executive Vice President and Chief Operating Officer of CNX Resources Corporation since July 30, 2019.

Griffith has served as the Chief Operating Officer of CNX Resources Corporation since July 30, 2019.

In this role, he is responsible for daily management of the Company's asset base and safe and effective execution of its operational plan.

6 unchanged sentences

Griffith is a licensed attorney in Maryland and licensed, but inactive, in West Virginia.

Olayemi Akinkugbe has served as the Executive Vice President and Chief Excellence Officer of CNX Resources Corporation since July 30, 2019.

Olayemi Akinkugbe has served as the Chief Excellence Officer of CNX Resources Corporation since July 30, 2019.

As the Chief Excellence Officer of CNX, Mr.

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Prior to assuming this role, Mr.

Akinkugbe served as Director Virginia Operations at CNX, a

role he assumed in July 2018.

Akinkugbe served as Director Virginia Operations at CNX, a role he assumed in July 2018.

Akinkugbe served as Director Business Development from September 2017 through July 2018, General Manager - Planning and Petroleum Reserves from February 2014 through September 2017, and served in various other positions, including with the Engineering Department, throughout his tenure at CNX, which started in 2003.

1 unchanged sentence

from Carnegie Mellon University’s Tepper School of Business.

Alexander Reye s has served as the Executive Vice President, General Counsel, and Corporate Secretary of CNX Resources Corporation since December 21, 2020.

Reye s has served as the Executive Vice President, General Counsel, and Corporate Secretary of CNX Resources Corporation since December 21, 2020.

Reyes has a breadth of corporate legal and business expertise in the energy industry.

4 unchanged sentences

Reyes holds a Bachelors of Business Administration degree in finance from The George Washington University.

Scott has served as the Chief Risk Officer of CNX Resources Corporation since January 26, 2022.

In this role, she is responsible for the management and governance necessary to identify, evaluate, mitigate and manage CNX’s strategic, operational, compliance, and reputational risks.

Before being appointed to her current position, Ms.

Scott served as Vice President, Internal Audit & Advisory Services.

She also previously served as Vice President, Financial Planning and Analysis.

Before joining CNX, Ms.

Scott was the General Manager of Strategy and Business Development at United States Steel Corporation.

During her sixteen years at U.

Steel, she held several titles, including Chief Financial Officer of Business Intelligence & Support Services, Director of Joint Ventures and Strategic Planning, Real Estate Division Controller, and Director External Reporting.

Prior to joining the private sector, Ms.

Scott was a manager for the Assurance and Business Advisory Services practice of PricewaterhouseCoopers.

She holds a Bachelor of Science degree in accounting from Penn State University and is a Certified Public Accountant.

Ravi Srivastava has served as the President, New Technologies of CNX Resources Corporation since December 8, 2021.

In this role, he is responsible for developing and commercializing emerging technology opportunities.

Prior to this role, Mr.

Srivastava served as the Vice President of Data Operations overseeing CNX’s data and digital transformation journey.

He has an extensive tenure with CNX having served in a broad range of leadership roles including Engineering, Research & Development, Drilling and Production Operations, Production Engineering, Information Technology, and Data Science and Analytics.

Srivastava graduated Summa Cum Laude with a Bachelor’s degree in electrical engineering from Bluefield State College and holds Master’s degrees in engineering management and business administration from Penn State and MIT respectively.

CNX has a written Code of Employee Business Conduct and Ethics that applies to CNX's Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer), Chief Accounting Officer (Principal Accounting Officer) and others.

The Code of Employee Business Conduct and Ethics is available on CNX's website at www.cnx.com.

Any amendments to, or waivers from, a provision of our Code of Employee Business Conduct and Ethics that applies to our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer and that relates to any element enumerated in paragraph (b) of Item 406 of Regulation S-K shall be disclosed by posting such information on our website at www.cnx.com.

Any amendments to, or waivers from, a provision of our Code of Employee Business Conduct and Ethics that

applies to our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer and that relates to any element enumerated in paragraph (b) of Item 406 of Regulation S-K shall be disclosed by posting such information on our website at www.cnx.com.

By certification dated May 12, 2021, CNX's Chief Executive Officer certified to the New York Stock Exchange (NYSE) that he was not aware of any violation by the Company of the NYSE corporate governance listing standards.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information requested by this Item is incorporated by reference from the information under the caption “PROPOSAL NO.

The information requested by this Item is incorporated by reference from the information under the captions “PROPOSAL NO.

1-ELECTION OF DIRECTORS - Related Party Policy and Procedures” and “PROPOSAL NO.

33 unchanged sentences

001-14901) filed on February 10, 2020.

Indenture, dated as of April 16, 2014, by and among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, a national banking association, as trustee, with respect to the 5.875% Senior Notes due 2022, incorporated by reference to Exhibit 4.1 to Form 8-K (file no.

001-14901) filed on April 16, 2014.

Indenture, dated as of March 14, 2019, by and among the Company, the subsidiary guarantors party thereto and UMB Bank, N.A., a national banking association, as trustee, with respect to the 7.250% Senior Notes due 2027, incorporated by reference to Exhibit 4.1 to Form 8-K (file no.

9 unchanged sentences

001-14901) filed on November 30, 2020.

Indenture, dated as of March 16, 2018, among CNX Midstream Partners LP, CNX Midstream Finance Corp., the guarantors party thereto and UMB Bank, N.A., as Trustee., incorporated by reference to Exhibit 4.1 to Form 8-K (file no.

001-36635) filed on March 16, 2018.

Second Amended and Restated Credit Agreement, dated as of March 8, 2018, by and among the Company, certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., as syndication agent and the lender parties thereto, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on March 12, 2018.

1 to Second Amended and Restated Credit Agreement, dated as of February 27, 2019, by and among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on March 4, 2019.

Amendment No.

1, dated as of April 24, 2019, to the Second Amended and Restated Credit Agreement, dated as of March 8, 2018, by and among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on April 30, 2019.

Amendment No.

2, dated as of October 28, 2019, to the Second Amended and Restated Credit Agreement, dated as of March 8, 2018, by and among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

Indenture, dated as of September 22, 2021, among CNX Midstream Partners LP, the guarantors party thereto and UMB Bank, N.A., as Trustee, incorporated by reference to Exhibit 4.1 to Form 8-K (file no.

001-14901) filed on September 22, 2021.

Third Amended and Restated Credit Agreement, dated as of October 6, 2021, among CNX, certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent and the lender parties thereto, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on October 7, 2021.

Amendment No.

4, dated as of April 24, 2020, to the Second Amended and Restated Credit Agreement, dated as of March 8, 2018, by and among the Company, the guarantors party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent, and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on April 28, 2020.

Transition Services Agreement, dated as of November 28, 2017, by and between the Company and CONSOL Mining Corporation, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

22 unchanged sentences

001-14901) filed on November 25, 2020.

Credit Agreement dated as of March 8, 2018, among CNX Midstream Partners LP, certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., as syndication agent and the lender parties thereto, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-36635) filed on March 12, 2018.

Amendment No.

1 to Credit Agreement, dated as of March 15, 2018, to the Credit Agreement, dated as of March 8, 2018, among CNX Midstream Partners LP, certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent, JPMorgan Chase Bank, N.A.

as syndication agent and the lender parties thereto, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-36635) filed on March 16, 2018.

Amendment No.

2 to Credit Agreement, dated as of April 24, 2019, to the Credit Agreement, dated as of March 8, 2018, among CNX Midstream Partners LP, certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent, JPMorgan Chase Bank, N.A.

as syndication agent and the lender parties thereto., incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-36635) filed on April 30, 2019.

Limited Consent and Amendment to Credit Agreement, dated December 22, 2017, by and among CONE Midstream Partners LP, as Borrower, certain subsidiaries of the Borrower as Guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and other lender parties thereto, incorporated by reference to Exhibit 10.10 to Form 10-K (file no.

001-36635) filed on February 7, 2018.

Purchase Agreement, dated as of September 15, 2021 among CNX Midstream Partners LP, the subsidiary guarantors party thereto and Wells Fargo Securities, LLC, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on September 16, 2021.

Amended and Restated Credit Agreement dated as of October 6, 2021, among CNX Midstream Partners LP, certain of its subsidiaries, PNC Bank, National Association, as administrative agent and collateral agent and the lender parties thereto, incorporated by reference to Exhibit 10.2 to Form 8-K (file no.

001-14901) filed on October 7, 2021.

Purchase and Sale Agreement, dated as of February 7, 2018, by and among CNX Midstream Partners LP, CNX Midstream DevCo I LP, CNX Midstream DevCo III LP, CNX Gathering LLC, and, for certain purposes, CNX Midstream DevCo I GP LLC, CNX Midstream DevCo III GP LLC and CNX Midstream Operating Company LLC, incorporated by reference to Exhibit 10.75 to Form 10-K (file no.

14 unchanged sentences

001-14901) for the quarter ended September 30, 2019, filed on October 29, 2019.

Form of Indemnification Agreement for Directors and Executive Officers of the Company, incorporated by reference to Exhibit 10.6 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2009, filed on August 3, 2009.

Form of Indemnification Agreement for Directors and Executive Officers of CNX Gas Corporation, incorporated by reference to Exhibit 10.7 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2009, filed on August 3, 2009.

CNX Resources Corporation Equity Incentive Plan, as amended and restated effective January 26, 2018, incorporated by reference to Exhibit 10.48 to Form 10-K (file no.

001-14901) for the year ended December 31, 2017, filed on February 7, 2018.

Form of Indemnification Agreement for Directors and Executive Officers of the Company dated February 7, 2022, filed herewith.

Amended and Restated CNX Resources Corporation Executive Annual Incentive Plan, incorporated by reference to Exhibit 10.49 to Form 10-K (file no.

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001-14901) for the year ended December 31, 2017, filed on February 7, 2018.

Form of Performance Share Unit Award Agreement (for 2018 awards), incorporated by reference to Exhibit 10.63 to Form 10-K (file no.

001-14901) for the year ended December 31, 2017, filed on February 7, 2018.

Form of Performance Share Unit Award Agreement for CEO (for 2019 awards), incorporated by reference to Exhibit 10.44 to Form 10-K (file no.

34 unchanged sentences

001-14901) for the quarter ended March 31, 2014, filed on May 6, 2014.

Change in Control Severance Agreement, dated as of February 8, 2021, by and between the Company and Alexander Reyes, filed herewith.

Letter Agreement, dated as of December 4, 2020, by and between the Company and Stephanie Gill, filed herewith.

Change in Control Severance Agreement, dated as of February 8, 2021, by and between the Company and Alexander Reyes, incorporated by reference to Exhibit 10.1 to Form 10-Q (file no.

001-14901) for the quarter ended March 31, 2021, filed on April 29, 2021.

Letter Agreement, dated as of December 4, 2020, by and between the Company and Stephanie Gill, incorporated by reference to Exhibit 10.66 to Form 10-K (file no.