Rosemary Klein
Core Natural ResourcesAbout Rosemary Klein
Rosemary L. Klein (age 58) is Senior Vice President, Chief Legal Officer and Corporate Secretary of Core Natural Resources (CNR) effective January 14, 2025, following the CONSOL–Arch merger; she previously served as Arch Resources’ Senior Vice President – Law, General Counsel and Secretary (Oct 2020–Jan 2025) and as special counsel at Arch (2015–2020). She holds a J.D. from Washington University in St. Louis, a B.S. in Accounting from the University of Illinois, and is a CPA . CNR entered 2025 with strong 2024 fundamentals (GAAP net income $286m; adjusted EBITDA $655m; free cash flow $301m) and a capital return framework targeting 75% of free cash flow to shareholders with a $1bn buyback authorization, alongside merger synergies targeted at a $110–$140m annual run-rate within 6–18 months .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Arch Resources, Inc. | Senior Vice President – Law, General Counsel & Secretary | 2020–Jan 2025 | Led legal and corporate governance; oversight touchpoints included EHS, communications, and governmental affairs . |
| Arch Resources, Inc. | Special Counsel (Legal) | 2015–2020 | Senior legal support during portfolio/strategic evolution pre-merger . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Forsyth School | Board of Directors; Executive & Finance Committee member | Not disclosed |
| Circus Flora | Board of Directors; Finance Committee member | Not disclosed |
Fixed Compensation
| Item | 2025 Status | Notes |
|---|---|---|
| Base salary (CNR) | Not disclosed | Upon appointment on Jan 14, 2025, officer compensation to be determined by the Board following the Effective Time . |
| Target annual bonus (CNR) | Not disclosed | Board to set compensation post-close . |
| Actual 2025 bonus | Not disclosed | — |
| Sign-on/retention | Not disclosed at CNR | — |
Context from Arch CIC disclosure (used for severance computations, not ongoing CNR pay):
- Cash severance components modeled at merger: Base salary component $900,000; bonus component $922,444; pro rata annual bonus $227,213 (double-trigger) .
Performance Compensation
CNR program design (applies company-wide; 2024 targets and outcomes set by legacy CONSOL prior to merger):
- Short-Term Incentive (STIC): 80% company metrics, 20% individual goals; 2024 formulaic company-metric payout 57.86%, later adjusted to 100% due to the Francis Scott Key Bridge disruption and recovery actions .
- Long-Term Incentive (LTIC): 50% time-based RSUs; 50% PSUs tied to ICP Free Cash Flow per Share, Scope 1 & 2 GHG reduction, Innovations revenue growth, and capital expenditure management, with a ±20% TSR modifier; first 2024 tranche certified at 96.3% with TSR at the 73rd percentile .
2024 STIC company metrics and results (program reference):
| Metric | Weight | Annual Target | Annual Actual | Notes/Payout basis |
|---|---|---|---|---|
| PAMC Production (tons) | 20% | 26.0m | 25.7m | Target not met; part of overall payout subsequently adjusted to 100% due to extraordinary disruption . |
| PAMC Avg. Cash Cost/Ton ($) | 30% | 37.08 | 37.89 | Slightly above target (higher cost) . |
| Itmann Operating EBITDA – CapEx ($m) | 10% | 10.0 | (42.7) | Below threshold . |
| Baltimore Terminal Operating EBITDA ($m) | 10% | 67.8 | 62.9 | Below target; metric later adjusted to 200% for disruption impact . |
| Overall Environmental Compliance | 10% | Matrix-based | 100% result | 99.964% NPDES compliance; 20 NOVs → 100% payout . |
2024 LTIC PSU first-tranche targets and outcomes (program reference):
| Metric | Weight | Threshold | Target | Max | Actual | Result |
|---|---|---|---|---|---|---|
| ICP Free Cash Flow/Share ($) | 50% | 11.92 | 16.91 | 19.56 | 15.47 | Below target . |
| Innovations Revenue Growth (%) | 15% | 5 | 10 | 15 | 7 | Below target . |
| Capex Management ($m) | 15% | 210 | 199 | 175 | 178 | Above target . |
| Scope 1 & 2 GHG (tons) | 20% | 6.90m | 6.75m | 6.50m | 8.10m | Below threshold . |
| TSR modifier (percentile) | ±20% | 25th (−20%) | 50th (0%) | 75th (+20%) | 73rd | +~20% modifier directionally . |
Notes:
- CNR emphasizes pay-for-performance: 73.2% of NEO pay and 84.6% of CEO pay were performance/stock-linked in 2024, with clawback, anti-hedging, and stock ownership policies in place .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (pre-merger, Arch) | Klein beneficially owned 27,457 Arch shares as of Nov 8, 2024 (<1%) . |
| CNR beneficial ownership | Individual holdings for Klein not listed in the Mar 6, 2025 table; all directors and current executive officers as a group held 1,077,199 shares (2.02%) as of Mar 6, 2025 . |
| Equity award mix | Company uses RSUs and PSUs; no stock options granted under the plan to NEOs since 2017 . |
| Ownership guidelines (executives) | Multiple-of-salary or fixed-share method; General Counsel & Secretary guideline = 2x base salary (with $20/share “fixed” alternative) . |
| Policies | Clawback policy; anti-hedging; stock ownership/holding and equity grant practices . |
| Section 16 reporting | Klein executed a POA for SEC Section 16 filings as of Jan 14, 2025 (Form 3/4/5/144 authority) . |
Vesting and conversion at merger (Arch awards):
- RSUs granted prior to Aug 20, 2024 vested in full at the Effective Time and were converted into CNR shares per the exchange ratio (plus cash for unpaid dividend equivalents); PSUs vested at the greater of target or actual attainment through close (single-trigger for those legacy awards) .
- Klein’s modeled CIC equity value at merger was $3,227,614 (Arch RSUs/PSUs), separate from cash severance components .
Employment Terms
| Term | Klein (CNR/Arch CIC terms assumed at close) | Source |
|---|---|---|
| Current role | SVP, Chief Legal Officer & Corporate Secretary (effective Jan 14, 2025) | |
| CIC protection | Double-trigger; upon qualifying termination post-CIC: cash severance equal to 2.0x base salary component + 2.0x bonus component + pro rata annual bonus; additional 401(k) cash equivalent; COBRA/life benefit cash equivalents; outplacement/financial counseling per agreement | |
| Non-compete / Non-solicit | 6-month non-compete; 1-year non-solicitation (post-termination) | |
| RSU/PSU treatment at merger (legacy Arch grants) | RSUs: full vest and conversion; PSUs: vest at greater of target/actual through close; single-trigger for pre-agreement awards | |
| 401(k) severance element (modeled) | Cash in lieu of employer match for 24 months: $41,400 (double-trigger) | |
| Gross-ups | No excise tax gross-ups under CNR change-in-control or severance agreements (general NEO policy) | |
| Compensation setting at CNR | Officer compensation to be determined by the Board post-close |
Merger-modeled cash components for Klein (for context):
| Component | Amount ($) |
|---|---|
| Base salary component of severance (double-trigger) | 900,000 |
| Bonus component of severance (double-trigger) | 922,444 |
| Pro rata annual bonus (double-trigger) | 227,213 |
| Benefits (COBRA, life premiums, counseling/outplacement, accrued items) | 144,446 |
| 401(k) cash equivalent (24 months) | 41,400 |
Investment Implications
- Alignment and incentives: Executive pay architecture emphasizes free cash flow per share, disciplined capital deployment, and operational/sustainability outcomes (GHG reductions), with a TSR modifier—key value drivers in coal markets with variable price realizations . High shareholder support on 2024 say‑on‑pay (94.8%) suggests investor acceptance of program design .
- Retention risk: Klein’s double‑trigger 2x CIC protection with defined restrictive covenants provides moderate retention/transition support; legacy Arch equity vested/converted at close (equity value modeled at $3.23m), suggesting significant realized alignment but placing more emphasis on future CNR grants to refresh retention incentives .
- Governance quality: No CIC gross‑ups and presence of clawback, anti‑hedging, and ownership guidelines reduce governance risk; CNR reports no related person transactions in 2024 .
- Monitoring items: The Board will set Klein’s CNR compensation post-close; watch for new equity grant sizes, PSU metric calibration, and any Form 4 activity under her Section 16 reporting to assess near‑term selling pressure or 10b5‑1 activity .
Note: CNR’s 2024 compensation tables and STIC/LTIC outcomes reflect legacy CONSOL named executive officers; Klein joined CNR executive management at merger close in January 2025. Program structures and governance policies cited are company‑wide and applicable to current executives .