James Brock
Core Natural ResourcesAbout James Brock
James A. Brock, 68, is Executive Chair of Core Natural Resources (CNR) since January 14, 2025; he has served on the board since 2017 and was CEO of the legacy company through 2024. He is a career mining operator (Eastern Kentucky University) with nearly five decades across CNX/CONSOL, including COO (Coal) of CNX and CEO/Chair of CONSOL Coal Resources LP (2015–2020) . Under his leadership pre-merger, CNR reported 2024 GAAP net income of $286 million, adjusted EBITDA of $655 million, net cash from operations of $476 million and free cash flow of $301 million; the CEO pay-versus-performance table shows strong TSR over 2019–2024 (ending value $789.80 on a $100 initial investment) and robust ICP Free Cash Flow per Share progression (e.g., $15.47 for 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Core/CONSOL Energy | Chief Executive Officer; Director | 2017–2024 (CEO); Director since 2017 | Led operations, capital returns, and 2025 merger integration; transitioned to Executive Chair in 2025 |
| CNX Resources (CONSOL predecessor) | Chief Operating Officer (Coal) | n/a | Oversaw coal operations; foundation for low-cost longwall execution |
| CONSOL Coal Resources LP | CEO and Chairman | 2015–2020 | Public MLP leadership; governance and operating oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pennsylvania Coal Alliance | Chairman, Board of Directors | Current | Policy advocacy and industry leadership in Pennsylvania |
| National Coal Council | Director | Current | Sector advisory; energy policy influence |
| American Coalition for Clean Coal Electricity | Director | Current | Stakeholder engagement on coal’s role in energy mix |
| National Mining Association | Executive Committee Member | Current | Federal advocacy; safety and sustainability agenda |
| West Virginia University | Hall of Fame Inductee | 2016 | Industry recognition |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2022 | 1,000,000 | |
| 2023 | 1,000,000 | |
| 2024 | 1,000,000 | 2024 target bonus opportunity: 150% of base salary |
Multi-year summary for Brock (SEC-reported):
| Metric | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Salary | 1,000,000 | 1,000,000 | 1,000,000 |
| Stock Awards | 2,000,000 | 3,000,000 | 3,000,000 |
| Non-Equity Incentive Comp | 5,898,172 | 8,012,309 | 8,845,066 |
| Change in Pension/Deferred Comp | — | 147,121 | 68,804 |
| All Other Compensation | 64,931 | 35,235 | 177,437 |
| SEC Total | 9,963,103 | 13,194,665 | 13,091,307 |
Performance Compensation
Short-Term Incentive (STIC) design and results (2024):
- Target bonus: 150% of salary; 80% company-wide metrics, 20% individual; quarterly interim payouts on financial metrics for 1Q and 3Q .
- Company-wide metrics/weights and performance: | Metric (Weight) | Threshold | Target | Max | Actual | Outcome | |---|---:|---:|---:|---:|---| | PAMC Production (20%) | 25.0M tons | 26.0M | 26.5M | 25.7M | Adjustment to 100% due to bridge collapse impacts | | PAMC Avg Cash Cost/Ton (30%) | $39.08 | $37.08 | $35.08 | $37.89 | Adjustment to 100% due to unusual event | | Itmann Op EBITDA – CapEx (10%) | >$0.0M | $10.0M | $20.0M | ($42.7M) | Below threshold | | Baltimore Terminal Op EBITDA (10%) | $60.0M | $67.8M | $75.0M | $62.9M | Adjustment to 200% due to unusual event | | Overall Environmental Compliance (10%) | Matrix-based | Matrix-based | Matrix-based | 99.964% NPDES; 20 NOVs → 100% | At target |
- Payout: Committee certified formula at 57.86%, then adjusted to 100% given extraordinary disruption (Francis Scott Key Bridge) and recovery actions; Brock STIC paid $1,800,000 .
Special 2024 Performance Bonus for Brock:
| Metric | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|
| PAMC Avg Cash Cost/Ton | $39.08 | $37.08 | $35.08 | $37.89 | 100% after adjustment (vs. 79.75% formula) |
Long-Term Incentive (LTIC) design (2024 grants):
- Mix: 50% time-based RSUs (3 equal annual installments on Feb 6, 2025/2026/2027) and 50% PSUs (3 ratable tranches, 50% cash/50% shares, TSR +/-20% modifier) .
- 2024 PSU performance metrics/weights: ICP Free Cash Flow/Share (50%), Scope 1&2 GHG Reduction (20%), CONSOL Innovations Revenue Growth (15%), Capital Expenditure Management (15%); TSR modifier +/-20% vs XOP .
Selected LTIC payouts:
| Award | Units at Target | Shares Earned | Cash Payment |
|---|---|---|---|
| 2024 PSUs Tranche 1 (certified 96.3%, settled at 100% under merger and service recognition) | 3,844 | 3,844 | $391,896 (25% cash) |
| 2023 PSUs Tranche 2 (123.2%) | 5,338 | 6,576 | $670,466 (50% cash) |
| 2022 PBCUs Tranche 3 (200%) | 24,437 | 48,874 | $4,982,704 (50% cash) |
Grant sizes (2024):
| Grant Type | Brock Units |
|---|---|
| Time-Based RSUs | 23,065 |
| PSUs | 23,065 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 495,583 shares; <1% of outstanding |
| Unvested equity at 12/31/24 | RSUs 68,854 ($7,345,345); PSUs/PBCUs 26,052 ($2,779,227) at $106.68/share |
| Options | None granted under plan; no options outstanding |
| Stock ownership guidelines (NEOs) | CEO 5x salary; all NEOs in compliance as of 12/31/24 |
| Hedging/pledging | Company maintains anti-hedging policy; no specific pledging disclosures noted in proxy |
| Vested vs unvested dynamics | RSUs vest Feb 6, 2025/2026/2027 in equal thirds; PSUs vest ratably annually with 50% cash settlement, creating periodic liquidity events |
Employment Terms
| Term | Key Provisions |
|---|---|
| Contract | Employment agreement effective Feb 15, 2018; amended 2021/2022/2023; auto-renewal for 1-year periods unless 60-day notice |
| Role transition | Aug 20, 2024 waiver: agreed to serve as Executive Chair post-merger; change in duties not “Good Reason” |
| Base salary floor | At least $1,000,000 |
| Retention bonuses | $1,000,000 on each of Dec 31, 2021 and Dec 31, 2022; $1,000,000 for 2023 subject to goals (earned) |
| Severance (non-CIC) | 2x base + target bonus; lump-sum health coverage cost; release required |
| Severance (CIC, double-trigger) | 3x base + incentive; pro-rata bonus; equity accelerates at greater of target/actual; 18 months healthcare; $25k outplacement; 401(k) contribution; pension enhancement; release required |
| Restrictive covenants | Confidentiality; non-compete (2 years); non-solicit (1 year) |
| Definitions | Cause/Change in Control/Good Reason as defined; Good Reason includes material diminution, pay cut, or relocation; CIC includes >25% ownership change, board change, merger/asset sale, liquidation |
Potential payments (illustrative, assuming 12/31/24 termination):
| Scenario | Total Estimated Value |
|---|---|
| Involuntary Termination Absent Cause | $13,657,514 |
| CIC Termination (double-trigger) | $19,014,289 |
Board Governance
- Board service history: Director since 2017; CEO through 2024; became Chair March 27, 2024 after prior Chair’s passing; Executive Chair as of January 14, 2025 following merger .
- Committee roles: In 2024 (pre-merger), he served as Board Chair and was listed with Health, Safety and Environmental Committee involvement; post-merger he serves as Executive Chair with no committee assignments .
- Independence: Not independent (Executive Chair). The Board is 75% independent; Lead Independent Director (Richard Navarre) provides independent counterbalance and agenda-setting .
- Attendance: All legacy CONSOL directors (including Brock) attended 100% of Board/committee meetings during their 2024 service periods .
- Director pay: As CEO in 2024, he received no additional director compensation; director compensation applies to non-employee directors .
Director Compensation (context for dual role)
- 2024 director pay program: $140,000 cash retainer; additional retainers for Lead Independent Director ($35,000), committee chairs/members; $150,000 annual RSU grant vesting in one year; deferral available .
- Director ownership guidelines: 5x cash retainer or fixed-share method; compliance or within transition period as of 12/31/24 .
- Notably, Brock as CEO did not receive director fees in 2024 .
Compensation Structure Analysis
- High at-risk mix: 84.6% of CEO pay performance-contingent or stock-linked, consistent with pay-for-performance design .
- Increased use of RSUs/PSUs: 2024 LTIC balanced between time-based RSUs and PSUs with cash/share settlement, including sustainability (Scope 1&2 GHG) and capex/innovation metrics; TSR modifier aligns outcomes to market performance .
- Discretionary adjustments: 2024 STIC and Brock’s special bonus were adjusted to 100% to normalize for the Francis Scott Key Bridge disruption—important to monitor for precedent and governance signaling .
- Say-on-pay support: ~94.8% approval in 2024 indicates investor acceptance of program design .
- No tax gross-ups; clawback policy affirmed; anti-hedging policy in place .
Equity Ownership & Director/NEO Policy Signals
| Area | Signal |
|---|---|
| Ownership “skin in the game” | 495,583 shares owned; <1% of shares outstanding; CEO 5x salary ownership guideline met (NEO compliance as of 12/31/24) |
| Overhang from vesting | RSUs vest 2025–2027; PSUs partly cash-settled each year, creating known liquidity points but limiting immediate share sales from half-cash settlement |
| Options | None outstanding—reduces repricing risk |
| Section 16 discipline | One late Form 4 reported for Brock and several NEOs (administrative), not uncommon but worth tracking |
| Pledging | Anti-hedging policy present; no specific pledging disclosure identified in proxy |
Performance & Track Record
- Operational/financial: 2024 net income $286m, adjusted EBITDA $655m; PAMC coal revenue $1,683m; free cash flow $301m; cash margin/ton $27.65; Itmann EBITDA–CapEx negative as growth investment; CMT Operating EBITDA $57m .
- Capital returns: Repurchased $71m, paid $16m in dividends/dividend equivalents in 2024; post-merger Board authorized $1bn buyback, targeting 75% of FCF to shareholders .
- Safety/ESG: TRIR ~31% below national average; GHG reduction is embedded in PSUs; environmental compliance used in STIC .
- Strategic: Completed merger with Arch in January 2025; Executive Chair role designed to bridge integration and governance continuity .
Compensation Peer Group, Consultant, and Say-on-Pay
- Peer group includes 13 companies across coal/mining and adjacent heavy industry (e.g., Arch, Peabody, Warrior Met, Cleveland-Cliffs); Committee does not target a specific percentile; Mercer is independent consultant .
- 2024 say-on-pay approval ~94.8% (positive), reinforcing program credibility .
Employment Terms – Detailed Triggers (Reference)
- CIC and termination mechanics, vesting treatment for RSUs/PSUs, and definitions (Cause/CIC/Good Reason) summarized in proxy; equity accelerates at greater of target or actual upon CIC termination; double-trigger cash severance applies .
Investment Implications
- Alignment and retention: Large equity holdings, robust ownership guidelines, and multi-year RSU/PSU structure support alignment; double-trigger CIC severance mitigates sale-process distractions but implies potential cash outflow under CIC scenarios .
- Near-term selling pressure: Annual PSU tranches settle 50% in cash, limiting forced equity sales; RSU vest dates (Feb 6 annually through 2027) are supply checkpoints to monitor in trading models .
- Governance watch items: 2024 discretion increasing STIC and special bonus to 100% due to extraordinary events is understandable but should be monitored for precedent; single late Section 16 filing is minor .
- Dual-role and independence: Executive Chair is non-independent, but Lead Independent Director framework and 75% independent board help balance oversight; overall governance risk appears managed .
- Strategy execution risk: Integration synergies, exposure to metallurgical/thermal coal cycles, and Itmann development progress are core performance levers embedded in incentive metrics; pay design should continue to signal confidence if FCF/TSR targets are met .