Valli Perera
About Valli Perera
Independent director of Core Natural Resources (CNR); age 67; director since March 22, 2023. Currently serves on the Audit Committee and the Nominating & Corporate Governance Committee; previously chaired the Nominating & Corporate Governance Committee in 2024 and joined the Compensation Committee in March 2024. Seasoned former Deloitte senior partner with 40+ years’ experience; MS in Taxation (Drexel), graduate degree in journalism (Northwestern); retired CPA; credentialed by the Chartered Institute of Management Consultants (UK). Board determined she is independent under NYSE rules; legacy CONSOL directors (including Perera) had 100% attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Senior Partner; Managing Director for Global Services and Global M&A; Service Innovation Board member | Partner since 1997; retired June 2019 | Led client teams across finance, M&A, technology transformation; worked with CFOs via Deloitte’s CFO Transition Lab |
| Make-A-Wish Illinois | Director | 2014–2020 | Non-profit board service |
| Communities in Schools of Chicago | Director; Chair, Governance Committee | 2012–2024 | Governance leadership at non-profit |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Midmark Corporation (private) | Director; Audit & Compensation Committees | Since 2020 | Private company; committee experience relevant to CNR governance |
| Other current public company directorships | None | — | No public interlocks |
| Former public company directorships (past 5 years) | None | — | — |
Board Governance
| Period | Committee | Role | Meetings Held (2024) | Notes |
|---|---|---|---|---|
| 2024 | Nominating & Corporate Governance | Chair | 6 | 100% attendance by legacy CONSOL directors |
| 2024 | Audit | Member | 5 | Financial oversight, related-party review |
| 2024 | Compensation | Member (effective Mar 27, 2024) | 5 | Oversight of exec comp, clawback, ownership guidelines |
| 2024 | Health, Safety & Environmental | Member | 6 | Safety and ESG oversight |
| Current (Feb 2025) | Audit | Member | — | Audit Committee members: Chair Kriegshauser; Perera; Platt |
| Current (Feb 2025) | Nominating & Corporate Governance | Member | — | Board refreshment and independence oversight |
- Independence: Board affirmed Perera and all directors other than Brock (Executive Chair) and Lang (then-CEO) are independent under NYSE rules; all standing committees are fully independent .
- Audit Committee expertise: Board determined all Audit members are financially literate; Audit members (including Perera) qualified as “audit committee financial experts” during 2024/early 2025 .
Fixed Compensation
| Year | Cash Fees (Retainers) | Equity Awards (RSUs, grant-date FV) | All Other | Total |
|---|---|---|---|---|
| 2024 | $155,833 | $150,000 (granted May 7, 2024) | $0 | $305,333 |
| 2024 Director Compensation Program Elements | Dollar Value |
|---|---|
| Board retainer | $140,000 |
| Lead Independent Director retainer | $175,000 (includes $140,000 + $35,000) |
| Committee Chair retainer (other than Audit & Compensation) | $15,000 |
| Audit Committee Chair retainer | $30,000 |
| Compensation Committee Chair retainer | $20,000 |
| Audit Committee member retainer | $10,000 |
| Annual RSU award (non-employee directors) | $150,000 (vests on first anniversary of grant; 2024 grant on May 7, 2024) |
- Deferred Compensation: Directors may elect to defer cash and/or equity into deferred stock units, settled generally within 30 days of termination (no later than 5th anniversary) .
- Perera deferral: Elected to defer receipt of her 2024–2025 RSU award covering 1,733 RSUs until termination of service .
Performance Compensation
| Equity Grants & Vesting | Grant Date | RSUs | Vesting |
|---|---|---|---|
| Annual non-employee director RSU | May 7, 2024 | 1,733 | Vests on first anniversary; all unvested director RSUs vested in full at Merger Effective Date (Jan 14, 2025) |
- Directors do not receive performance-based pay or options; equity is time-based RSUs. Clawback and anti-hedging policies exist at the company level and are overseen by the Compensation Committee .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; no member served as a Core officer; no reciprocal board interlocks with Core executives during the last fiscal year |
| Public company boards | None for Perera (current and past five years) |
Expertise & Qualifications
- 40+ years professional services experience; deep finance, accounting, tax, M&A and technology transformation background; Deloitte CFO Transition Lab involvement .
- Retired CPA; MS Taxation (Drexel); graduate degree in journalism (Northwestern); Chartered Institute of Management Consultants (UK) credential .
- Audit committee financial literacy and expertise designation; cross-committee experience enhances board effectiveness .
Equity Ownership
| Holder | Core Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Valli Perera | 4,992 | * (<1%) | Includes 4,359 vested RSUs deferred for delivery |
| Outstanding director RSUs (12/31/2024) | 1,733 | — | Unvested awards vested at Merger Effective Date (Jan 14, 2025) |
| Stock Ownership Guidelines (Directors) | Requirement | Compliance |
|---|---|---|
| Value equal to 5x annual cash retainer (based on closing price) OR 5x retainer divided by $20.00; 5-year window | 5x retainer | All directors compliant or within 5-year transition as of 12/31/2024 |
- Anti-hedging policy in place; ownership/holding guidelines and clawback policy emphasized .
Say-on-Pay & Shareholder Feedback (signal for governance climate)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 NEO Compensation (Advisory) | 42,391,705 | 1,526,229 | 86,326 | 4,706,469 |
- Director election support: Perera received 43,822,699 “For”; 181,561 “Withheld”; 4,706,469 broker non-votes at the April 29, 2025 meeting .
Related Party Transactions and Conflicts
- Formal Related Person Transaction Policy requiring Audit Committee pre-approval; no reportable related person transactions in 2024; Audit oversees related-person reviews .
- No disclosed loans, family transactions, or payments to entities controlled by Perera .
Governance Assessment
-
Strengths
- Proven financial and audit expertise; current Audit Committee member and former NCGC Chair, reinforcing risk oversight and board refresh disciplines .
- Independence affirmed; 100% meeting attendance among legacy directors in 2024; strong election support in 2025 .
- Ownership alignment via RSUs, deferral elections, and compliance within stock ownership guidelines framework .
- No related-party transactions; no interlocks; robust committee charters including clawback, anti-hedging, and succession oversight .
-
Watch items
- Post-merger committee reconstitution altered roles; continued monitoring of workload and committee transitions advisable (Audit remains a critical seat) .
- Company-level operational and market risks enumerated in later disclosures require sustained Audit and risk oversight; board leadership changes in 2025 increase governance importance .
-
RED FLAGS
- None disclosed for Perera: no pledging/hedging disclosures specific to her; no related-party exposure; no attendance or pay anomalies reported .