Kurt Salvatori
Core Natural ResourcesAbout Kurt Salvatori
Kurt R. Salvatori (age 55) is Senior Vice President, Chief Administrative Officer at Core Natural Resources (CNR), serving as CAO since 2017 and with the company since 1992. He leads HR/talent, compensation/benefits, and broader corporate functions (IT, cybersecurity, government affairs, communications, terminal operations) and holds a B.S. in Finance from Penn State University . Company performance context during the latest year includes 2024 GAAP net income of $286M, adjusted EBITDA of $655M, free cash flow of $301M, and PAMC coal revenue of $1,683M; cumulative TSR as of 12/31/2024 (base 12/31/2019=100) was 789.8, reflecting strong multi‑year shareholder returns despite 2024 operational headwinds and the Arch merger close in January 2025 .
| Company Performance Context | 2023 | 2024 |
|---|---|---|
| Net Income ($ thousands) | $655,892 | $286,405 |
| Adjusted EBITDA ($ thousands) | $1,047,688 | $655,488 |
| Free Cash Flow ($ thousands) | $686,932 | $301,178 |
| PAMC Total Coal Revenue ($ thousands) | $2,024,610 | $1,683,200 |
| TSR (12/31/2019=100) | 740.94 | 789.80 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Core/CONSOL (CNR predecessor) | Senior VP, Chief Administrative Officer | 2017–present | Leads enterprise HR/talent strategy, compensation/benefits, and employee communications; expanded remit post‑merger . |
| Core/CONSOL | Senior leadership across HR, Benefits & Retirement/Investment, IT & Cybersecurity, Government Affairs, PR/Communications, Terminal Ops | 1992–2017 | Multi‑functional leadership and integration across critical corporate and operations support areas . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Monongahela Health System | Director | N/A | Community healthcare governance linkage . |
| Washington County Community Foundation | Director | N/A | Regional philanthropy and stakeholder engagement . |
| CONSOL Energy PAC | Board | N/A | Public policy/advocacy interface . |
| CONSOL Cares Foundation | Board | N/A | Corporate philanthropy oversight . |
Fixed Compensation
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $367,856 | $404,641 | $454,045 |
| Target Bonus (% of base) | — | — | 90% |
| STIC Paid (Cash) | $754,038 | $1,024,747 | $1,240,544 |
| Stock Awards (Grant‑date FV) | $230,312 | $456,019 | $563,063 |
| All Other Compensation | $49,600 | $44,956 | $66,599 |
Perquisites and other 2024 items (included in All Other Compensation):
- 401(k) match: $20,700; vehicle allowance: $13,000; financial planning: $15,000; dividend equivalents on vested stock: $17,899 .
Performance Compensation
2024 Short‑Term Incentive (STIC) Design and Outcomes
- Design: 80% company‑wide metrics; 20% individual goals. Company metrics and weightings: PAMC Production (20%), PAMC Average Cash Cost per Ton (30%), Itmann Op EBITDA – CapEx (10%), Baltimore Terminal Op EBITDA (10%), Environmental Compliance (10%) .
- Annual results (pre‑adjustment): formulaic company‑wide payout 57.86%; the Compensation Committee adjusted PAMC production, PAMC cash cost, and Baltimore Terminal metrics to 100%/200% due to the Francis Scott Key Bridge collapse and operational recovery, resulting in 100% payout of the company component for NEOs .
| 2024 STIC Metric | Weight | Threshold | Target | Max | Actual |
|---|---|---|---|---|---|
| PAMC Production (tons) | 20% | 25.0M | 26.0M | 26.5M | 25.7M |
| PAMC Avg Cash Cost/Ton ($) | 30% | 39.08 | 37.08 | 35.08 | 37.89 |
| Itmann Op EBITDA – CapEx ($M) | 10% | >0.0 | 10.0 | 20.0 | (42.7) |
| Baltimore Terminal Op EBITDA ($M) | 10% | 60.0 | 67.8 | 75.0 | 62.9 |
| Environmental Compliance | 10% | Matrix | Matrix | Matrix | 100% payout on matrix |
Salvatori’s 2024 STIC payout (aggregate): $491,400; target opportunity: $409,500 (90% of $455,000 base) .
Long‑Term Incentives (LTIC)
- 2024 grants: Time‑based RSUs and PSUs; Salvatori received 4,329 RSUs and 4,329 PSUs on 2/6/2024 .
- Vesting: RSUs vest in three equal installments on Feb 6, 2025/2026/2027; PSUs vest ratably over three years, settle 50% stock/50% cash, with a TSR modifier ±20% .
- 2024 PSU metrics/weights: ICP Free Cash Flow per Share (50%), Scope 1&2 GHG Reduction (20%), CONSOL Innovations Revenue Growth (15%), Capital Expenditure Management (15%); TSR modifier vs XOP index ±20% .
Selected realized LTIC outcomes for Salvatori:
- 2024 PSU tranche 1: target units 721; shares earned 721; cash payment $73,506 (25% cash at $101.95) .
- 2023 PSUs tranche 2: target units 811; shares earned 999; cash payment $101,864 (50% cash) .
- 2022 PBCUs tranche 3: target units 2,814; shares earned 5,628; cash payment $573,775 (50% cash) .
| LTIC Outcome (Paid Jan 2025) | Units at Target | Shares Earned | Cash Paid |
|---|---|---|---|
| 2024 PSUs, Tranche 1 | 721 | 721 | $73,506 |
| 2023 PSUs, Tranche 2 | 811 | 999 | $101,864 |
| 2022 PBCUs, Tranche 3 | 2,814 | 5,628 | $573,775 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/6/2025) | 12,026 shares; less than 1% of class . |
| Unvested RSUs (12/31/2024) | 10,389 units; MV $1,108,299 at $106.68 . |
| Unvested PSUs (12/31/2024) | 4,510 target units; MV $481,127 at $106.68 . |
| Ownership guidelines | CAO required multiple: 2x base salary; all NEOs in compliance as of 12/31/2024 . |
| Hedging/pledging | Company maintains anti‑hedging policy; meaningful stock ownership/holding guidelines . |
| Pledging disclosure | No related‑party transactions reported; no pledging disclosed . |
| Section 16 compliance | One late Form 4 reported for Mr. Salvatori (market share units vested in cash) . |
Vesting cadence and potential selling pressure:
- RSUs from 2024 grant vest Feb 2025/2026/2027 in equal tranches; PSUs vest annually subject to performance and TSR modifier, with 50% cash settlement reducing forced share sales but creating cash inflows at vest .
Employment Terms
| Provision | Economics / Terms |
|---|---|
| CIC protection | Double‑trigger; cash severance equals multiple of base + annual incentive: 2.0x for Salvatori; includes prorated bonus, accelerated equity (at greater of target/actual, pro‑rated), 18 months healthcare, $25k outplacement, 18‑month 401(k) equivalent, and SERP enhancement; no 280G tax gross‑up; agreements effective Feb 15, 2018 . |
| Non‑CIC severance | Lump‑sum equal to one year of base salary upon involuntary termination absent cause . |
| Restrictive covenants | Confidentiality; non‑compete (2 years) and non‑solicit (1 year) post‑termination . |
| Potential payments (illustrative, as of 12/31/2024) | Non‑CIC involuntary: total $1,613,215 (incl. $455,000 severance; $409,500 prorated STIC; RSU/PSU pro‑rata; healthcare $36,946) . CIC termination: total $3,879,506 (incl. $910,000 base component; $819,000 STIC; RSU $1,108,299; PSU $481,127; outplacement $25,000; healthcare $36,946; 401(k) $31,050; SERP $468,084) . |
Note: CNR also lists the “Change in Control Severance Agreement for Kurt Salvatori” among exhibits, originally filed May 3, 2018, consistent with the above terms .
Performance & Track Record
- 2024 execution amid disruption: The team managed the aftermath of the Francis Scott Key Bridge collapse, re‑routed terminal throughput, and caught up production later in the year; management also signed/closed the Arch merger, prepared the combined company, executed buybacks/dividends, and established a Water Trust for legacy liabilities .
- Financial delivery: 2024 GAAP net income $286M; adj. EBITDA $655M; free cash flow $301M; PAMC shipments 25.7M tons; CMT throughput 17.0M tons despite the two‑month idling .
- Capital returns: $71M buybacks, $16M dividends in 2024; post‑merger board approved $1B buyback, targeting 75% of FCF to shareholders (majority via repurchases) .
- Safety/ESG: 2024 total recordable incident rate ~31% below U.S. underground bituminous average; LTIC includes GHG reduction and capital efficiency metrics; clawback policy in place .
Compensation Structure Analysis
- Mix and trend: Salvatori’s cash and equity both rose YoY; salary increased to $454,045; stock awards grant‑date value up to $563,063; non‑equity incentive rose to $1,240,544, indicating continued pay‑for‑performance orientation with higher at‑risk components .
- Incentive rigor vs discretion: The Committee applied discretion to neutralize an extraordinary infrastructure event (bridge collapse), adjusting certain STIC components to 100%/200% to reflect operational recovery, a notable qualitative overlay to formulaic outcomes .
- Metrics evolution: LTIC emphasizes ICP FCF/share (50%), GHG reductions (20%), Innovations revenue growth (15%), and capex discipline (15%), with a relative TSR modifier; this tightens alignment with cash generation, sustainability, and capital stewardship .
- Governance safeguards: No excise tax gross‑ups; anti‑hedging policy; stock ownership guidelines; clawback policy; independent consultant support and strong say‑on‑pay support (94.8% in 2024) .
Compensation peer group used for benchmarking: Alliance Resource Partners, Arch Resources, Alpha Metallurgical, Cleveland‑Cliffs, Compass Minerals, Hallador, Louisiana‑Pacific, NACCO, Natural Resource Partners, Peabody, Ramaco, SunCoke, Warrior Met Coal .
Related Party Transactions and Red Flags
- Related party transactions: None reportable in 2024; policy oversight by Audit Committee .
- Section 16 compliance: One late Form 4 for Mr. Salvatori (market share units vested in cash) .
- Repricing/gross‑ups: No option repricing; CIC/severance agreements do not include excise tax gross‑ups .
- Hedging/pledging: Anti‑hedging policy; no pledging disclosed .
Equity Ownership & Alignment Details
| Category | Value |
|---|---|
| Beneficially owned shares (3/6/2025) | 12,026 shares |
| RSUs unvested (12/31/2024) | 10,389; MV $1,108,299 at $106.68 |
| PSUs unvested (12/31/2024) | 4,510 target; MV $481,127 at $106.68 |
| Guideline multiple | 2x base salary (CAO) |
| Compliance | In compliance as of 12/31/2024 |
Employment Terms (Key Definitions and Triggers)
- Double‑trigger CIC: cash multiple (Salvatori 2.0x) plus prorated bonus, equity acceleration (greater of target/actual up to CIC; pro‑rated), 18 months healthcare, outplacement, 401(k) equivalent, pension enhancement; non‑CIC severance equals base salary; non‑compete (2 years) and non‑solicit (1 year) .
- RSU/PSU vesting on separation and CIC: pro‑rata vesting in specified non‑cause separations; full vesting under certain age/service conditions; CIC treatment per award terms .
Investment Implications
- Alignment and retention: High at‑risk pay (STIC/LTIC) tied to FCF, capex, and sustainability, ownership guidelines compliance, and significant unvested equity support alignment and retention, though annual PSU cash settlement reduces forced share‑sale pressure while still creating periodic liquidity events .
- Event risk and discretion: The Committee’s use of discretion for the bridge collapse demonstrates willingness to normalize for exogenous shocks; investors should monitor future use of discretion and achievement against Innovations/ESG/capex targets that influence PSU payouts and signaling of strategic execution .
- Change‑in‑control economics: Double‑trigger CIC benefits (~$3.88M illustrative) and non‑CIC severance protections ($1.61M illustrative) are competitive, with restrictive covenants and no 280G gross‑ups, balancing retention with shareholder protections .
- Governance and pay support: Strong 2024 say‑on‑pay (94.8%) and robust policies (clawback, ownership, anti‑hedging) mitigate risk; continued emphasis on FCF and capex discipline in incentives should correlate with shareholder returns in cyclical markets .