Mitesh Thakkar
Core Natural ResourcesAbout Mitesh Thakkar
Mitesh B. Thakkar is President and Chief Financial Officer of Core Natural Resources (CNR), serving as CFO since June 2020 and President since January 19, 2023; he was 45 years old as of the 2024 proxy, with a B.E. (Mechanical) from Maharaja Sayajirao University of Baroda and an MBA from Texas A&M University . Under his finance leadership, legacy CONSOL/CORE delivered strong operating results (2023 GAAP net income $656M and adjusted EBITDA $1,048M; 2024 GAAP net income $286M and adjusted EBITDA $655M), while executing debt reduction and return-of-capital programs; LTIC metrics used relative TSR where the 2023 tranche came in at the 64th percentile and 2024 at the 73rd percentile . Earlier, he orchestrated an 83% net debt reduction through Q4 2022 and played a key role in the CCR merger, signaling execution strength in de-levering and strategic transactions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Core/CONSOL Energy Inc. | President and Chief Financial Officer | 2023–present (President); CFO since 2020 | Led deleveraging plan (net debt reduced 83% through Q4’22), advanced CCR merger, broadened remit to Strategy/BD, Environment & Sustainability, Sales & Marketing |
| CONSOL Energy Inc. | Interim CFO | Jan 2020–Jun 2020 | Secured severance/CIC agreement; stabilized finance organization during transition |
| CEIX / CONSOL Coal Resources LP (PAMC GP) | Director, Finance & IR | 2015–2020 (CCR) and 2017–2020 (CEIX) | Investor relations and finance leadership across listed MLP and parent |
| FBR Capital Markets (now B. Riley FBR) | Equity Research—Metals & Mining | 2007–2015 (Analyst from 2011) | Sector research; analytical foundation for capital markets and valuation |
| Reliance Engineering Associates Pvt. Ltd. | Project Planning & Controls | 2002–2006 | Managed petrochemical/telecom project controls |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (paid) ($) | $483,365 | $595,577 | $649,038 |
| Target Bonus (%) | 60% of base | 100% of base | Not disclosed as % (see target $ below) |
| STIC Target ($) | Not disclosed | $600,000 | $812,500 |
| STIC Paid ($) | Not disclosed | $608,400 | $812,500 (100% of target approved) |
Performance Compensation
Short-Term Incentive (STIC) – 2023 Design and Outcomes
| Metric (Weight) | Threshold | Target | Maximum | Actual | Payout Factor |
|---|---|---|---|---|---|
| PAMC Production (30%) | 25.2M tons | 26.4M tons | 26.7M tons | 26.1M tons | Company-wide portion formulaic payout 63.4% |
| PAMC Avg Cash Cost/Ton (20%) | $36.12 | $34.12 | $32.12 | $36.10 | See above |
| Itmann Mine Operating EBITDA (10%) | $15.8M | $48.2M | $79.7M | $(17.0)M | See above |
| Baltimore Terminal Operating EBITDA (10%) | $59.0M | $62.0M | $67.0M | $84.9M | See above |
| Permit Effluent Exceedances (10%) | 10 | 8 | 6 | 9 | See above |
STIC target for Thakkar was 100% of base ($600,000) with aggregate payout $608,400 for 2023; quarterly interim payments were made with a true-up in Q4 to reflect individual performance weighting (20%) .
Long-Term Incentive (LTIC) – Grants and Metrics
2023 LTIC Awards and Vesting
| Award Type | Grant Date | Units Granted | Grant Date Fair Value | Vesting / Settlement |
|---|---|---|---|---|
| RSUs (time-based) | 02/07/2023 | 9,608 | $600,000 | Vest 1/3 annually on Feb 7, 2024/2025/2026 in stock |
| PSUs (performance-based) | 02/07/2023 | 9,607 | Target $600,000 | Vest ratably over 3 years; settle 50% stock/50% cash; metrics below |
2023 PSU Performance Framework (Year 1 outcomes)
| Metric (Weight) | Threshold | Target | Maximum | Actual | TSR Modifier |
|---|---|---|---|---|---|
| ICP FCF per Share (60%) | $16.97 | $30.19 | $35.18 | $25.87 | Relative TSR 64th percentile (±20% modifier) |
| Non-Power Revenue Generation (30%) | 43% | 45% | 48% | 59% | See above |
| Scope 1 & 2 GHG Reduction (10%) | 7,347,000 tons | 6,939,000 tons | 6,531,000 tons | 6,998,000 tons | See above |
2024 LTIC Awards and Tranche-1 Payout (Merger-year treatment)
| Award Type | Grant Date | Units Granted | Target Value | Tranche-1 Payout |
|---|---|---|---|---|
| RSUs (time-based) | 02/06/2024 | 9,370 | $812,500 | Not applicable |
| PSUs (performance-based) | 02/06/2024 | 9,370 | $812,500 | Units earned at 100% of target; settled 25% in cash at $101.95 on Jan 13, 2025; Thakkar received 1,561 shares and $159,144 cash |
2024 PSU Tranche-1 Metrics and Actuals
| Metric | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| ICP FCF per Share | $11.92 | $16.91 | $19.56 | $15.47 |
| CONSOL Innovations Revenue Growth | 5% | 10% | 15% | 7% |
| Capital Expenditure Management | $210M | $199M | $175M | $178M |
| Scope 1 & 2 GHG Reduction (tons) | 6,900,000 | 6,750,000 | 6,500,000 | 8,100,000 |
| TSR Modifier | 25th pct (-20%) | 50th pct (0%) | 75th pct (+20%) | 73rd pct |
Multi-Year Compensation (SEC Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $483,365 | $595,577 | $649,038 |
| Stock Awards ($) | $363,750 | $900,000 | $1,218,750 |
| Non-Equity Incentive Comp ($) | $1,069,912 | $1,817,342 | $2,241,365 |
| Change in Pension Value ($) | $16,685 | $67,940 | $76,975 |
| All Other Compensation ($) | $49,600 | $44,430 | $82,367 |
| SEC Total ($) | $1,983,312 | $3,425,289 | $4,268,495 |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership (as of Mar 6, 2025) | 38,000 shares; <1% of class |
| Stock Vested in 2024 | 9,774 shares vested; $850,138 value realized (pre-tax) |
| Stock Ownership Guidelines | President & CFO: 2.5x base salary multiple; executives permitted “multiple of salary” or “fixed number of shares ($20 denominator)” approach; all NEOs in compliance as of Dec 31, 2024 |
| Hedging/Pledging | Anti-hedging policy affirmed; pledging not explicitly disclosed in proxy; Clawback policy overseen by Compensation Committee |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (non-CIC) | 1x base salary, payable lump sum upon involuntary termination absent cause |
| Change-in-Control (CIC) | Double-trigger; 1.5x base salary + 1.5x incentive pay; lump sum; continued healthcare and outplacement assistance |
| 280G Treatment | Cutback to avoid excise tax unless unreduced yields greater net after-tax; non-compete covenant value allocated and excluded from parachute payment; determinations by independent firm |
| Agreement Updates | On elevation to President (Jan 19, 2023), committee increased his severance/CIC multiplier, base salary to $600,000, and STIC/LTIC opportunities (specific multiplier not disclosed) |
| Clawback | Company maintains a recoupment policy; Compensation Committee oversees compliance |
Investment Implications
- Alignment: High proportion of pay is variable (STIC and PSUs), with explicit performance linkages to free cash flow, diversification of revenue (non-power), sustainability, and relative TSR; ownership guidelines at 2.5x salary with compliance and anti-hedging policy support alignment with shareholders .
- Execution signal: Documented deleveraging and capital allocation achievements under Thakkar’s finance leadership, including 83% net debt reduction and merger execution, point to disciplined financial stewardship and strategic capability .
- Retention dynamics: Multi-year RSU vesting through 2026 and ongoing PSU cycles provide retention hooks; severance/CIC protections are market-standard with cutback provisions, limiting shareholder-unfriendly tax gross-ups; no pledging disclosure reduces a common red flag .
- Trading watchouts: Scheduled RSU/PSU vest dates (Feb each year) can coincide with potential selling for tax liquidity; relative TSR outcomes (64th pct in 2023, 73rd pct in 2024) indicate above-median performance momentum embedded in payouts .