Deck Slone

About Deck Slone

Deck S. Slone is Senior Vice President, Strategy & Public Policy at Core Natural Resources (CNR), appointed upon the January 14, 2025 merger closing; he is 61 years old and leads strategy formation, global market analysis, business development, sustainability, federal/state government affairs, and investor relations . He previously spent over two decades at Arch Resources, joining in 1997 and serving on the senior officer team since 2005, with roles spanning investor relations, government/public affairs, and strategy . Education: B.A. Vanderbilt University; MBA Washington University in St. Louis . During the latest disclosed year (pre-merger, legacy CONSOL), CNR delivered GAAP net income of $286 million and adjusted EBITDA of $655 million, with free cash flow of $301 million, and targets returning ~75% of FCF to shareholders; the company cites $1.1B liquidity at merger close and a $1B buyback authorization . Slone is also listed as the Investor Relations contact in subsequent company disclosures, underscoring his external-facing mandate .

Past Roles

External Roles

Fixed Compensation

• Individual base salary, target bonus %, and actual cash incentive for Mr. Slone are not disclosed in the 2025 proxy (which covers 2024 NEOs only). The proxy does not enumerate Mr. Slone’s 2025 compensation .

Program context (applies to 2024 NEOs; reference for structure):

• Base salaries (select examples): CEO $1,000,000; CFO $650,000; CAO $455,000; CAO/Controller $275,000 .
• 2024 short-term incentive (STIC): 80% company metrics, 20% individual performance; committee approved full-year STIC payouts at 100% of target after adjustments for the Francis Scott Key Bridge disruption .

Performance Compensation

Company program design (baseline for executive incentives; Slone’s individual targets not disclosed):

• Annual STIC metrics and weights (2024): | Metric | Weight | Threshold | Target | Max | Actual | Notes | |---|---:|---:|---:|---:|---:|---| | PAMC Production (tons) | 20% | 25.0M | 26.0M | 26.5M | 25.7M | Bridge collapse adjustment: ultimately paid at 100% | | PAMC Avg Cash Cost/Ton ($) | 30% | 39.08 | 37.08 | 35.08 | 37.89 | Adjusted to 100% for payout | | Itmann Operating EBITDA – CapEx ($M) | 10% | >0.0 | 10.0 | 20.0 | (42.7) | Under target | | Baltimore Terminal Operating EBITDA ($M) | 10% | 60.0 | 67.8 | 75.0 | 62.9 | Adjusted to 200% for payout | | Overall Environmental Compliance | 10% | matrix | matrix | matrix | 100% | 99.964% NPDES; 20 NOVs |

• Outcome: Formulaic company-score 57.86% adjusted to 100% due to the non-recurring bridge incident and recovery; individual modifiers then applied for 2024 NEOs .

• Long-term incentives (LTIC) grant forms and vesting:

  • Time-based RSUs: generally vest in 3 equal installments on Feb 6 of 2025/2026/2027 (service-based) .
  • PSUs: ratable over three years, based on performance; general settlement 50% stock/50% cash; TSR ±20% modifier .
  • 2024 PSU first tranche: committee certified a 96.3% payout; pursuant to Merger Agreement and recognized service, NEOs were paid at 100% with 25% settled in cash at $101.95 per share reference price .

• LTIC performance metrics and weightings (2024 PSUs): | Metric | Weight | Threshold | Target | Max | Actual | TSR modifier | |---|---:|---:|---:|---:|---:|---| | ICP Free Cash Flow per Share ($) | 50% | 11.92 | 16.91 | 19.56 | 15.47 | 73rd percentile (modifier) | | Capital Expenditure Management ($M) | 15% | 210 | 199 | 175 | 178 | Included in tranche calc | | CONSOL Innovations Revenue Growth (%) | 15% | 5 | 10 | 15 | 7 | Included in tranche calc | | Scope 1 & 2 GHG Reduction (tons emitted) | 20% | 6.9M | 6.75M | 6.5M | 8.1M | Included in tranche calc |

Pay-for-performance calibration and peer context:

• 2024 say-on-pay approval ~94.8%; committee uses Mercer as independent consultant; peer set includes ARLP, AMR, CLF, HNRG, BTU, WARR, etc. .

Equity Ownership & Alignment

• Individual beneficial ownership for Mr. Slone is not itemized in the proxy’s beneficial ownership table; all directors and executive officers as a group (14) owned 1,077,199 shares (2.02%) as of March 6, 2025 .
• Governance alignment tools include: clawback policy, insider trading policy, anti-hedging, and executive/director stock ownership and holding guidelines (company-level) . Specific ownership multiples disclosed for certain roles (e.g., CEO 5x salary; CFO 2.5x), but Slone’s exact guideline multiple is not enumerated in the proxy .
• Pledging: No explicit pledging policy disclosure identified in the proxy; anti-hedging is affirmed .

Employment Terms

• Individual employment agreement, severance terms, or change-in-control (CIC) specifics for Mr. Slone are not disclosed in the 2025 proxy (coverage is limited to 2024 NEOs and CEO agreement) .
• Company CIC/severance framework (for 2024 NEOs; double-trigger): cash severance multiples of base salary + target/annual incentive vary by role (e.g., 3.0x CEO; 2.5x CFO; 2.0x CAO; 1.5x CAO/Controller), prorated bonus, equity acceleration (RSUs full; PSUs at greater of target or actual-to-date, prorated), 18 months healthcare continuation, $25k outplacement, supplemental 401(k) contribution, and pension enhancements; agreements include two-year non-compete and one-year non-solicit; no 280G gross-ups .
• Definitions: CIC includes >25%/50% change-of-ownership, board turnover, or sale of substantially all assets; double trigger requires qualifying termination post-CIC for cash severance and equity acceleration .

Risk Indicators & Red Flags

• Discretionary adjustments: Committee adjusted 2024 STIC company metrics and CEO’s special performance bonus to 100% due to the Francis Scott Key Bridge collapse—an out-of-plan discretion that investors should monitor for precedent effects on pay-for-performance rigor .
• Clawback policy exists; compensation risk assessment found programs do not encourage excessive risk; anti-hedging policy in place .
• Related-party transactions: None reported for 2024 .
• Section 16(a) compliance: One late Form 4 reported for certain officers in 2024 (Brock, Rothka, Thakkar, Salvatori, Wiegand), none noted for Slone .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay approval: ~94.8%; company emphasizes heavy at-risk pay mix (CEO 84.6%, other NEOs 73.2%) and continued use of independent consultant .

Compensation Committee & Peer Benchmarking

• Independent consultant: Mercer; broader non-executive services procured by management reviewed for conflicts; committee determined no conflicts .
• Peer group includes 13 companies such as Arch Resources, Peabody, Warrior Met Coal, Ramaco, SunCoke, Alpha Metallurgical, Cleveland-Cliffs, etc., used as reference points rather than strict targeting .

Investment Implications

• Alignment and influence: Slone’s remit spans strategy, sustainability, policy, and investor relations—roles that can shape valuation multiples via narrative, capital allocation signaling, and regulatory positioning; his IR designation post-merger suggests a central role in investor messaging and expectation management .
• Pay/retention dynamics: Although Slone’s individual compensation is not disclosed, Core’s framework leans heavily on performance-contingent equity with multi-year vesting and a TSR modifier—supportive of alignment but with demonstrated board discretion in unusual events; investors should watch for future proxy disclosure of Slone’s targets and realized pay to validate pay-for-performance integrity .
• Potential supply/vesting overhang: RSUs vest on a set cadence and PSUs can settle partly in stock (general 50% stock/50% cash), though January 2025 settlements reflected 25% cash for a PSU tranche—mixed settlement reduces forced selling pressure; any CIC could accelerate equity for covered executives (NEOs), a factor for float and dilution modeling; Slone’s specific coverage remains undisclosed .
• Governance quality: Presence of clawback, anti-hedging, independent committees, and strong say-on-pay support are positives; absence of tax gross-ups and use of double-trigger CIC protections reduce shareholder-unfriendly optics .

Notes on data gaps:

• Mr. Slone’s personal compensation levels (salary, bonus target, equity grants), beneficial holdings, pledging status, and individual severance/CIC terms are not disclosed in the 2025 proxy; no Item 5.02 8-Ks announcing his appointment terms were located in the specified window (ListDocuments yielded no 8-K 5.02 filings).