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Richard Navarre

Lead Independent Director at Core Natural ResourcesCore Natural Resources
Board

About Richard A. Navarre

Richard A. Navarre, age 64, is Lead Independent Director of Core Natural Resources (CNR) and joined the Board upon the January 14, 2025 merger close; he chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee. He previously was Chair of Arch Resources’ board, and held senior roles including CEO/President at Covia, President & Chief Commercial Officer and CFO at Peabody Energy, and a senior manager at KPMG; he is described as bringing leadership, strategic planning, finance, accounting, operations and marketing expertise to CNR’s Board.

Past Roles

OrganizationRoleTenureCommittees/Impact
Arch Resources, Inc.Chair of the Board; DirectorOct 2016 – Jan 2025Chair, Personnel & Compensation; member, ESG & Nominating Committee
Covia Corporation (private)Chief Executive Officer & PresidentMay 2019 – May 2021Led private industrial minerals company
Peabody Energy CorporationPresident & Chief Commercial Officer; CFO & EVP Corporate Development2008 – 2012; 1999 – 2008Commercial strategy, finance, corporate development
KPMG LLPSenior ManagerPre-1993Audit/finance background
United Coal Company LLCChair of the Board; DirectorNot disclosedCoal industry governance experience

External Roles

OrganizationRoleTenureNotes
Civeo CorporationDirectorSince Jun 2014Workforce accommodations specialist
Natural Resource Partners L.P.DirectorSince Oct 2013Natural resource royalty interests
Covia CorporationDirectorJun 2018 – May 2021Former public, then private
Arch Resources, Inc.DirectorOct 2016 – Jan 2025Former Chair; coal producer

Board Governance

  • Current roles at CNR: Lead Independent Director; Chair, Nominating & Corporate Governance; Member, Compensation Committee.
  • Independence: Board determined all directors other than the Executive Chair (Brock) and CEO (Lang) are independent under NYSE rules; all standing committees are composed solely of independent directors.
  • Lead Independent Director responsibilities include presiding over executive sessions, approving agendas, calling special meetings of independent directors, and consulting with major shareholders when appropriate.
  • Attendance: In 2024 (pre-merger), legacy directors attended 100% of Board and committee meetings; Board held 21 meetings, with Audit (5), Compensation (5), Nominating & Corporate Governance (6), Health, Safety & Environmental (6). Navarre joined in 2025.

Fixed Compensation

Director Compensation Program — 2024 terms (applies to non-employee directors; 2025 appointees subject to program unless changed):

ElementAmount
Annual RSU grant (grant-date fair value)$150,000
Board cash retainer$140,000
Lead Independent Director retainer (cash)$175,000 total (= $140,000 + $35,000)
Audit Committee Chair$30,000
Compensation Committee Chair$20,000
Other Committee Chair$15,000
Audit Committee member$10,000
  • RSUs generally vest on first anniversary of grant; non-employee directors may defer cash and/or stock through the Non-Employee Director Deferred Compensation Plan.

Performance Compensation

  • Non-employee director pay is not performance-based; equity grants are time-based RSUs and vest with service. No director bonus metrics disclosed.

Other Directorships & Interlocks

CompanySector Link to CNRPotential Interlock Considerations
Civeo CorporationEnergy services (workforce accommodations)No specific transactions disclosed with CNR; monitor any service contracts if they arise.
Natural Resource Partners L.P.Coal/mineral royaltiesCould be adjacent to coal operations; CNR reports no related-person transactions in 2024 and currently none proposed.
  • Related party policy requires Audit Committee review and approval for transactions >$120,000 with directors or related persons; Audit Committee annually reviews ongoing related transactions. CNR disclosed none for 2024.

Expertise & Qualifications

  • Senior leadership across coal and industrial minerals; extensive finance and accounting background (CFO at Peabody; KPMG).
  • Governance experience (Chair at Arch; chair of NCGC at CNR), strategic planning and marketing expertise valuable for coal price cycles and capital allocation oversight.
  • Board design emphasizes majority independence, executive sessions, and risk/safety oversight through committees.

Equity Ownership

HolderShares Beneficially Owned% of Shares Outstanding
Richard A. Navarre23,119 <1% (53,444,709 shares outstanding)
  • Director stock ownership guidelines: hold CNR stock equal to 5x annual cash retainer (either by price on a date or using fixed $20 divisor); directors have 5 years to comply. As of Dec 31, 2024, directors were in compliance or within transition period; Navarre was appointed in 2025 and falls under the 5-year compliance window.

Governance Assessment

  • Strengths: Independent Lead Director role with defined authority; committees fully independent; Navarre chairs NCGC and sits on Compensation—positions central to board refresh, governance norms, and pay-for-performance oversight; company maintains clawback, anti-hedging, stock ownership/retention guidelines.
  • Shareholder Signals: 2024 say-on-pay approval ≈94.8%, indicating broad investor support for compensation design ahead of the merger transition.
  • Potential Risks/Red Flags to Monitor:
    • Multi-board commitments (Civeo, NRP) can elevate time demands; no overboarding breach disclosed, and he is not on CNR’s Audit Committee subject to audit-committee limits.
    • Sector interlocks (NRP’s coal royalties) could create perceived conflicts if transactions emerge; CNR has a formal related-party review process and reported no related transactions in 2024.
    • Insider reporting: Company noted some 2024 late Forms 4 for certain officers, but none were attributed to Navarre (he was not a CNR insider in 2024).

Overall, Navarre’s coal-industry leadership, finance background, and chairing of NCGC support board effectiveness during post-merger integration; independence and LID role enhance oversight. Monitor any future dealings with NRP/Civeo under the related-party policy, and evaluate workload across boards periodically against committee leadership at CNR.