What changed in this filing

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Item 9A. Controls and Procedures

2023-02-09 compared with 2022-02-10 · 71 added, 106 removed, 289 unchanged (38% 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

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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DeIuliis 54 President and Chief Executive Officer

Rush 39 Chief Financial Officer

Griffith 44 Chief Operating Officer

Shepard 42 Chief Financial Officer

Navneet Behl 50 Chief Operating Officer

Olayemi Akinkugbe 48 Chief Excellence Officer

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

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.

Rush held the same position at CONSOL Energy Inc.

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 15 years with the

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 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.

Before being appointed to his current position, Mr.

Griffith served as Vice President, Commercial and Vice President of Marketing of CNX from January 2018 to July 2019 and prior to that Mr.

Griffith served as the Director of Marketing of CNX from November 2015 to January 2018.

He was the Director of Diversified Business Units at CNX from April 2014 to November 2015.

Griffith and holds a bachelor’s degree in physics from Frostburg State University, a law degree from West Virginia University College of Law, and an M.B.A.

from Carnegie Mellon University’s Tepper School of Business.

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

Shepard has served as the Chief Financial Officer of CNX Resources Corporation since June 1, 2022.

In this role, he is responsible for oversight of the Company’s finance organization and the steady execution of the Company’s free cash flow per share growth plan.

Before being appointed to this role, Mr.

Shepard served as the Company’s Vice President – Accounting and Chief Accounting Officer since February 2020.

Before joining CNX, Mr.

Shepard served as the Chief Financial Officer of EdgeMarc Energy, a private equity funded oil and gas exploration and production company.

Prior to that role, Mr.

Shepard held various finance and accounting roles of increasing responsibility throughout his 20-year career in the energy sector.

He is a licensed Certified Public Accountant in the state of Pennsylvania and holds a bachelor’s degree in Accounting and Business Administration from Thiel College and an M.B.A from Carnegie Mellon University’s Tepper School of Business.

Navneet Behl has served as the Chief Operating Officer of CNX Resources Corporation since November 17, 2022.

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

Prior to his appointment to his current position, Mr.

Behl held the role of Vice President of Engineering at CNX.

Before joining the company, since 2019 he served as the CEO and co-founder of OilRox Resources.

From 2014 to 2019, Mr.

Behl was Vice President of Operations for Apache Corp and earlier in his career held various engineering and business management roles at EOG Resources and Schlumberger.

Throughout his career, he has a proven track record of building effective teams and successfully developing new shale plays.

Behl holds a Bachelor of Technology in Petroleum

Engineering from the Indian School of Mines, a Master of Science in Engineering from the University of Texas at Austin, and his Executive MBA from the MIT Sloan School of Management.

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.

Akinkugbe oversees all operational and corporate support functions for the company.

In this role, he is responsible for providing services to facilitate safe, environmentally compliant and efficient operational execution, rigorous corporate spend management, and overall daily administration of the enterprise.

Prior to assuming this role, Mr.

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He is a graduate of the Duquesne University School of Law where he served as an editor of The Duquesne Law Review.

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

Reyes holds a Bachelor’s of Business Administration degree in finance from The George Washington University.

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.

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

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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.

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 10, 2022, 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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001-14901) filed on September 22, 2021.

Indenture, dated as of September 26, 2022, by and among the Company, the subsidiary 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 26, 2022

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.

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

Purchase Agreement, dated as of September 12, 2022, by and among the Company, the subsidiary guarantors party thereto and Citigroup Global Markets Inc., as representative of the initial purchasers named therein, incorporated by reference to Exhibit 1.1 to Form 8-K (file no.

001-14901) filed on September 13, 2022.

Amendment No.

1, dated May 5, 2022, to the 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 10-Q (file no.

001-14901) filed on July 28, 2022.

Amendment No.

1, dated May 5, 2022, to the 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 10-Q (file no.

001-14901) filed on July 28, 2022.

Letter Agreement, dated August 24, 2007, by and between the Company and Nicholas J.

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001-14901) for the year ended December 31, 2008, filed on February 17, 2009.

Change in Control Severance Agreement, dated August 24, 2015, between the Company and Donald W.

Rush, incorporated by reference to Exhibit 10.6 to Form 10-Q (file no.

001-14901) for the quarter ended March 31, 2018, filed on May 3, 2018.

Change in Control Severance Agreement, dated October 28, 2019, by and between the Company and Chad A.

Griffith, incorporated by reference to Exhibit 10.1 to Form 10-Q (file no.

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

Change in Control Severance Agreement, dated October 28, 2019, by and between the Company and Olayemi Akinkugbe, incorporated by reference to Exhibit 10.2 to Form 10-Q (file no.

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 dated February 7, 2022, filed herewith.

Change in Control Severance Agreement, dated as of February 4, 2021, by and between the Company and Alan Shepard, incorporated by reference to Exhibit 10.3 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2022, filed on July 28, 2022.

Change in Control Severance Agreement, dated as of January 30, 2023, by and between the Company and Navneet Behl, filed herewith.

Letter Agreement, dated November 18, 2022, by and between the Company and Chad Griffith, filed herewith.

Form of Indemnification Agreement for Directors and Executive Officers of the Company dated February 7, 2022, incorporated by reference to Exhibit 10.20 to Form 10-K (file no.

001-14901) for the year ended December 31, 2021, filed on February 10, 2022.

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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333-157894) filed on June 26, 2009.

Form of Non-Qualified Performance Stock Option Agreement for Employees, incorporated by reference to Exhibit 10.1 to Form 8-K (file no.

001-14901) filed on June 21, 2010.

Form of Employee Nonqualified Stock Option Agreement (May 26, 2016), incorporated by reference to Exhibit 10.4 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2016, filed on July 29, 2016.

Form of Non-Qualified Stock Option Agreement for Directors, incorporated by reference to Exhibit 10.4 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2019, filed on July 30, 2019.

Form of CNX Resources Corporation Non-Employee Director Non-Qualified Stock Option agreement, incorporated by reference to Exhibit 10.8 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2020, filed on August 3, 2020.

Form of CNX Resources Corporation Non-Employee Director Non-Qualified Stock Option agreement (Amended and Restated on January 30, 2023), filed herewith.

Form of Non-Qualified Stock Option Agreement for Employees (for 2020 awards), incorporated by reference to Exhibit 10.31 to Form 10-K (file no.

001-14901) for the year ended December 31, 2019, filed on February 10, 2020.

Form of Restricted Stock Unit Award Agreement for Directors, incorporated by reference to Exhibit 10.5 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2019, filed on July 30, 2019.

Form of Restricted Stock Unit Award Under CNX Resources Corporation Amended and Restated Equity and Incentive Compensation Plan for Non-Employee Directors, incorporated by reference to Exhibit 10.7 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2020, filed on August 3, 2020.

Form of Restricted Stock Unit Award Agreement for CEO (for 2019 awards), incorporated by reference to Exhibit 10.37 to Form 10-K (file no.

001-14901) for the year ended December 31, 2018, filed on February 7, 2019.

Form of Restricted Stock Unit Award Agreement for VP and Above (for 2019 awards), incorporated by reference to Exhibit 10.38 to Form 10-K (file no.

001-14901) for the year ended December 31, 2018, filed on February 7, 2019.

Form of Restricted Stock Unit Award Agreement for Non-VP and Below (for 2019 awards), incorporated by reference to Exhibit 10.39 to Form 10-K (file no.

001-14901) for the year ended December 31, 2018, filed on February 7, 2019.

Form of Restricted Stock Unit Award Agreement for Employees (for 2020 awards), incorporated by reference to Exhibit 10.42 to Form 10-K (file no.

001-14901) for the year ended December 31, 2019, filed on February 10, 2020.

Form of Performance Share Unit Award Agreement (for 2017 awards), incorporated by reference to Exhibit 10.80 to Form 10-K (file no.

001-14901) for the year ended December 31, 2016, filed on February 8, 2017.

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.

001-14901) for the year ended December 31, 2018, filed on February 7, 2019.

Form of Performance Share Unit Agreement for VP and Above (for 2019 awards), incorporated by reference to Exhibit 10.45 to Form 10-K (file no.

001-14901) for the year ended December 31, 2018, filed on February 7, 2019.

Form of Performance Share Unit Agreement for Non-VP and Below (for 2019 awards), incorporated by reference to Exhibit 10.46 to Form 10-K (file no.

001-14901) for the year ended December 31, 2018, filed on February 7, 2019.

Form of Performance Share Unit Award Agreement (for 2020 awards), incorporated by reference to Exhibit 10.48 to Form 10-K (file no.

001-14901) for the year ended December 31, 2019, filed on February 10, 2020.

Directors' Deferred Fee Plan (2004 Plan) (Amended and Restated on December 4, 2007), incorporated by reference to Exhibit 10.3 to Form 10-Q (file no.

001-14901) for the quarter ended March 31, 2008, filed on April 30, 2008.

Hypothetical Investment Election Form Relating to Directors' Deferred Fee Plan (2004 Plan), incorporated by reference to Exhibit 10.50 to Form 10-K (file no.

001-14901) for the year ended December 31, 2007, filed on February 19, 2008.

Form of Director Deferred Stock Unit Grant Agreement, incorporated by reference to Exhibit 10.95 to Form 8-K (file no.

001-14901) filed on May 8, 2006.

Form of Director Deferred Stock Unit Grant Agreement, incorporated by reference to Exhibit 10.3 to Form 10-Q (file no.

001-14901) for the quarter ended March 31, 2018, filed on May 3, 2018.

Form of Director Deferred Stock Unit Grant Agreement, updated May 2019, incorporated by reference to Exhibit 10.3 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2019, filed on July 30, 2019.

Form of CNX Resources Corporation Amended and Restated Equity and Incentive Compensation Plan Deferred Stock Unit Grant Agreement for Non-Employee Directors, incorporated by reference to Exhibit 10.6 to Form 10-Q (file no.

001-14901) for the quarter ended June 30, 2020, filed on August 3, 2020.

Trust Agreement (Amended and Restated on March 20, 2008) (Directors' Deferred Fee Plan (2004 Plan)), incorporated by reference to Exhibit 10.4 to Form 10-Q (file no.

001-14901) for the quarter ended March 31, 2008, filed on April 30, 2008.

Form of Restricted Stock Unit Award Under CNX Resources Corporation Amended and Restated Equity and Incentive Compensation Plan for Non-Employee Directors (Amended and Restated on January 30, 2023), filed herewith.

Directors' Deferred Fee Plan (Amended and Restated on December 7, 2022), filed herewith.

Investment Election Form Relating to Directors' Deferred Fee Plan (Amended and Restated on January 30, 2023), filed herewith.

Form of Director Deferred Stock Unit Grant Agreement, filed herewith.

Amended and Restated Retirement Restoration Plan of CNX Resources Corporation, as amended and restated effective December 2, 2008, as amended and restated effective November 28, 2017, incorporated by reference to Exhibit 10.71 to Form 10-K (file no.

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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.

001-14901) for the year ended December 31, 2020, filed on February 9, 2021.

Form of Restricted Stock Unit Award Agreement for CEO (for 2021 awards), incorporated by reference to Exhibit 10.67 to Form 10-K (file no.

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001-14901) for the year ended December 31, 2020, filed on February 9, 2021.

Form of Restricted Stock Unit Award Agreement for CEO (for 2022 awards), filed herewith.

Form of Performance Share Unit Award Agreement for CEO (for 2022 awards), filed herewith.

Form of Performance-Based Restricted Stock Unit Award Agreement for CEO (for 2022 awards), filed herewith.

Form of Restricted Stock Unit Award Agreement for Non-CEO (for 2022 awards), filed herewith.

Form of Performance Share Unit Award Agreement for Non-CEO (for 2022 awards), filed herewith.

Form of Performance-Based Restricted Stock Unit Award Agreement for Non-CEO (for 2022 awards), filed herewith.

Subsidiaries of CNX Resources Corporation.

Consent of Ernst & Young LLP

Consent of Netherland, Sewell & Associates, Inc.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Form of Restricted Stock Unit Award Agreement for CEO (for awards made on or after 2022), incorporated by reference to Exhibit 10.64 to Form 10-K (file no.

001-14901) for the year ended December 31, 2021, filed on February 10, 2022.

Form of Performance Share Unit Award Agreement for CEO (for awards made on or after 2022), incorporated by reference to Exhibit 10.65 to Form 10-K (file no.

001-14901) for the year ended December 31, 2021, filed on February 10, 2022.

Form of Performance-Based Restricted Stock Unit Award Agreement for CEO (for awards made on or after 2022), incorporated by reference to Exhibit 10.66 to Form 10-K (file no.

001-14901) for the year ended December 31, 2021, filed on February 10, 2022.

Form of Restricted Stock Unit Award Agreement for non-CEO (for awards made on or after 2022), incorporated by reference to Exhibit 10.67 to Form 10-K (file no.

001-14901) for the year ended December 31, 2021, filed on February 10, 2022.

Form of Performance Share Unit Award Agreement for non-CEO (for awards made on or after 2022), incorporated by reference to Exhibit 10.68 to Form 10-K (file no.

001-14901) for the year ended December 31, 2021, filed on February 10, 2022.

Form of Performance-Based Restricted Stock Unit Award Agreement for non-CEO (for awards made on or after 2022), incorporated by reference to Exhibit 10.69 to Form 10-K (file no.

001-14901) for the year ended December 31, 2021, filed on February 10, 2022.

Subsidiaries of CNX Resources Corporation, filed herewith.

Consent of Ernst & Young LLP, filed herewith.

Consent of Netherland, Sewell & Associates, Inc, filed herewith.

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Engineers' Audit Letter

Engineers' Audit Letter, filed herewith.

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DeIuliis (Duly Authorized Officer and Principal Executive Officer)

/s/ D ONALD W.

Chief Financial Officer

Rush (Duly Authorized Officer and Principal Financial Officer)

SHEPARD Chief Accounting Officer and Vice President

Shepard (Duly Authorized Officer and Principal Accounting Officer)

SHEPARD Chief Financial Officer

Shepard (Duly Authorized Officer and Principal Financial and Accounting Officer)

/s/ J ASON L.

36 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures