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Item 9A. Controls and Procedures

2025-02-11 compared with 2024-02-08 · 52 added, 82 removed, 271 unchanged (33% of the section changed)

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Changes in Internal Controls Over Financial Reporting .

There were no changes in the Company's internal controls over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There were no changes in the Company's internal control over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

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Information Required to be Disclosed on Form 8-K for the Fiscal Quarter Ended December 31, 2024, But Not Reported.

Other Information

On February 5, 2025, Hayley Scott, the Company’s Chief Risk Officer, and on February 7, 2025, Ravi Srivastava, the Company’s President, New Technologies, were notified that their positions had been eliminated, effective immediately, and both were offered and accepted other opportunities within the Company.

Accordingly, Ms.

Scott and Mr.

Srivastava have ceased being executive officers of the Company.

Trading Arrangements

None of the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended December 31, 2023.

None of the Company’s directors or “officers,” as defined in Rule 16a-1(f) of the Exchange Act, adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, during the Company’s fiscal quarter ended December 31, 2024.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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1-ELECTION OF DIRECTORS-Biographies of Nominees,” “BOARD OF DIRECTORS AND COMPENSATION INFORMATION and “DELINQUENT SECTION 16 REPORTS” in the Company's Proxy Statement for the annual meeting of shareholders to be held on May 1, 2025 (the “Proxy Statement”).

We have adopted insider trading policies and procedures applicable to our directors, officers, and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the New York Stock Exchange listing standards.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Form 10-K.

Information About Our Executive Officers

The following is a list, as of February 1, 2024, of CNX executive officers, their ages and their positions and offices held with CNX.

The following is a list of CNX executive officers, their ages and their positions and offices held with CNX.

Name Age Position

DeIuliis 56 President and Chief Executive Officer

Shepard 43 Chief Financial Officer

Navneet Behl 52 Chief Operating Officer

Shepard 44 Chief Financial Officer

Bedard 56 Executive Vice President, General Counsel and Corporate Secretary

Ravi Srivastava 42 President, New Technologies

Hayley Scott 51 Chief Risk Officer

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

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

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.

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

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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 MBA 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

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.

Bedard has served as the Executive Vice President, General Counsel, and Corporate Secretary of CNX Resources Corporation since December 22, 2023.

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Prior to law school, he served as an officer in the U.S.

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 University and MIT respectively.

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.

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.

CNX has a written Code of Employee Business Conduct and Ethics that applies to CNX's Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and 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 and Principal Financial and Accounting Officer 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 31, 2024, 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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The information required by this Item is incorporated by reference from the information under the caption “ACCOUNTANTS AND AUDIT COMMITTEE-INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM” in the Proxy Statement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

In reviewing any agreements incorporated by reference in this Form 10-K or filed with this Form 10-K, please remember that such agreements are included to provide information regarding their terms.

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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.

001-14901) filed on October 7, 2021.

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.

2, dated May 10, 2023, 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 10.2 to Form 10-Q (file no.

001-14901) filed on July 27, 2023.

Indenture, dated as of February 23, 2024, among CNX Resources Corporation, 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 February 23, 2024.

Fourth Amended and Restated Credit Agreement, dated as of May 17, 2024, by and among CNX Resources Corporation, the guarantors party thereto from time to time, the lenders party thereto from time to time 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 May 17, 2024.

Second Amended and Restated Credit Agreement, dated as of May 17, 2024, by and among CNX Midstream Partners LP, the guarantors party thereto from time to time, the lenders party thereto from time to time and PNC Bank, National Association, as administrative agent and collateral agent, incorporated by reference to Exhibit 10.2 to Form 8-K (file no.

001-14901) filed on May 17, 2024.

CNX Resources Corporation to CONSOL Energy Inc.

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001-14901) filed on November 25, 2020.

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.

Purchase Agreement, dated as of September 15, 2021 by and 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.

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.

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.

Purchase Agreement, dated as of February 12, 2024, among CNX Resources Corporation, the subsidiary guarantors party thereto and J.P.

Morgan Securities LLC, 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 February 14, 2024.

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 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.

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.

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Amendment to CNX Resources Corporation Amended and Restated Equity and Incentive Compensation Plan, effective September 28, 2020, incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S-8 filed on September 28, 2020.

Form of Non-Qualified Stock Option Award Agreement for Employees (February 17, 2009 and through 2012), incorporated by reference to Exhibit 10.28 to Form S-4 (file no.

333-157894) filed on June 26, 2009.

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

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001-14901) for the year ended December 31, 2022, filed on February 9, 2023.

Form of Director Deferred Stock Unit Grant Agreement, incorporated by reference to Exhibit 10.35 to Form 10-K (file no.

Form of Director Deferred Stock Unit Grant Agreement (Amended and Restated on January 30, 2023), incorporated by reference to Exhibit 10.35 to Form 10-K (file no.

001-14901) for the year ended December 31, 2022, filed on February 9, 2023.

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001-14901) for the quarter ended June 30, 2018, filed on August 2, 2018.

Change in Control Severance Agreement, dated as of February 4, 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.

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.