CNX RESOURCES CORP (CNX)
Sector: Energy
2026 Annual Meeting Analysis
CNX RESOURCES CORP · Meeting: May 7, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Director Nominees
Joined the board in January 2022 (within the 24-month exemption window relative to a 2026 meeting), has relevant energy and engineering industry expertise, no overboarding concerns, and attended more than 85% of meetings; CNX's 3-year price return of 166.3% outpaces the XLE energy ETF by +96.6 percentage points, well above the 65pp threshold required to trigger a vote against.
Has served since 2017 with relevant business and finance experience, holds one other public board seat (Enerpac Tool Group) which is well within the four-seat limit, attended more than 85% of meetings, and CNX's strong 3-year outperformance versus XLE (+96.6pp) does not trigger the TSR underperformance threshold.
Former CEO now serving as non-executive director since January 2026, bringing deep industry knowledge; CNX's 3-year price return of 166.3% outpaces XLE by +96.6pp, far exceeding the 65pp threshold required to trigger a vote against, and no overboarding, attendance, or independence concerns are present.
Has served since 2013 with legal and governance expertise, chairs the Nominating and Corporate Governance Committee, attended more than 85% of meetings, no overboarding concerns, and CNX's strong 3-year stock outperformance versus XLE does not trigger the TSR underperformance threshold.
Has served since 2016 as a CPA with extensive finance and accounting expertise, chairs the Audit Committee and qualifies as an audit committee financial expert, attended more than 85% of meetings, and CNX's 3-year outperformance versus XLE (+96.6pp) is well above the 65pp trigger threshold.
Has served since 2019 as independent Chairman with investment banking and energy expertise, no overboarding concerns, attended more than 85% of meetings, and CNX's 3-year stock return of 166.3% outpaces XLE by +96.6pp, comfortably above the 65pp threshold needed to trigger a vote against.
Appointed to the board effective January 1, 2026, well within the 24-month new-director exemption from the TSR underperformance trigger, and brings relevant energy sector finance and operational expertise as the incoming CEO.
Has served since 2014 with extensive capital allocation and investment expertise, qualifies as an audit committee financial expert, attended more than 85% of meetings, and CNX's 3-year outperformance versus XLE (+96.6pp) is well above the 65pp trigger threshold; his other board role at Perimeter Solutions does not push him past the four-seat limit.
All eight director nominees receive a FOR vote. CNX's 3-year price return of 166.3% outpaces the XLE energy ETF benchmark by +96.6 percentage points, which exceeds the 65pp threshold required to trigger a vote against any director for stock underperformance. No director is overboarded, all attended more than 85% of meetings, and the board includes a skills matrix with disclosed qualifications. The two non-independent directors (DeIuliis and Shepard) serve only on the Environmental, Safety and Corporate Responsibility Committee, not on the audit or compensation committees.
Say on Pay
✓ FORCEO
Alan K. Shepard
Total Comp
$3,386,049
Prior Support
97%%
The CEO's total reported compensation of approximately $3.4 million is modest for a $5.8 billion energy company and is well within benchmark expectations for a CEO at this market cap level, passing the pay level test. The pay structure is heavily performance-based — roughly 50% or more of named executive compensation is variable, including equity awards tied to relative total shareholder return, absolute stock price targets, and methane emissions intensity reductions, which are clear and measurable long-term metrics. CNX's 3-year price return of 166.3% substantially outperforms the XLE energy ETF, confirming that above-benchmark incentive pay, if any, is fully justified by strong shareholder outcomes; additionally, the prior year Say on Pay vote received approximately 97% support, reflecting broad shareholder approval of the compensation program.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,573,237
Non-Audit Fees
$0
EY's non-audit fees were zero in 2025 (only a nominal $4,190 subscription fee in 2024), meaning the non-audit fee ratio is 0%, well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for CNX's $5.8 billion market cap; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; and no material financial restatements are indicated.
Overall Assessment
CNX's 2026 annual meeting presents a clean ballot with no significant governance concerns: all eight director nominees receive FOR votes supported by strong 3-year stock outperformance of +96.6 percentage points versus the XLE energy ETF, the auditor ratification passes with zero non-audit fees raising no independence issues, and the Say on Pay vote receives a FOR based on modest CEO pay, a heavily performance-linked compensation structure, and 97% prior-year shareholder support. No stockholder proposals appear on this year's ballot.