Bernard Lanigan, Jr.

About Bernard Lanigan, Jr.

Bernard Lanigan, Jr. (age 77) has served on the CNX Board since May 2016. He is Chairman & CEO of Southeast Asset Advisors, Inc. (since 1991) and Chairman of Lanigan & Associates, P.C. (since 1974). He is a certified public accountant with extensive experience in financial, tax, accounting, investment advising, capital allocation, strategic consulting, risk assessment, valuations and M&A; the Board has designated him an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined Mr. Lanigan is independent under CNX Corporate Governance Guidelines and NYSE standards, and meets heightened independence requirements as Audit Committee Chair.
• Financial expertise: The Board determined he is an “audit committee financial expert.”
• Attendance: In 2024, he attended 100% of Board and committee meetings for which he served.
• Executive sessions: Non-management directors held four executive sessions in 2024; presiding director rotated among committee chairs (including Mr. Lanigan).

Fixed Compensation

• Program design (May 2024–May 2025 Board year): Board cash retainer $90,000; Chair retainer $100,000; Audit Committee Chair retainer $30,000; NCG Committee member retainer $5,000; annual equity award (RSUs) $180,000; Chair equity award (RSUs) $400,000. No changes versus prior year and positioned below peer median. Peer group used: Antero, Chesapeake, EQT, Gulfport, Range, Southwestern (pre-CHK/SWN merger).

Cash retainer composition aligns with published schedule: Board retainer $90,000 + Audit Committee Chair $30,000 + NCG member $5,000 = $125,000.

Performance Compensation

• Equity form and vesting: Non-employee director RSUs vest upon the earlier of the one-year anniversary of grant or the next Annual Meeting; directors may elect to defer receipt. Dividend equivalents accrue if CNX declares cash dividends; CNX does not currently pay dividends.
• Deferrals/elections: Directors may defer cash fees into DSUs/options under the Deferred Fee Plan; Mr. Lanigan did not elect DSUs or options in lieu of cash for 2024.

Other Directorships & Interlocks

• Independence safeguards: CNX’s independence standards prohibit compensation committee interlocks and set thresholds for related party transactions; Board confirmed independence for all committee members.

Expertise & Qualifications

• Certified Public Accountant; over four decades in finance, tax, accounting, investment advising, capital allocation, risk assessment, valuations, and M&A (advisor and principal).
• Audit Committee Financial Expert designation by CNX Board.

Equity Ownership

• Beneficial ownership: 2,570,259 CNX shares (1.75% of outstanding as of March 3, 2025; 147,217,376 shares outstanding).
• Holdings detail: Includes 170,418 shares held directly, 30,600 shares via Lanigan Family Holdings, LLC, 1,213,071 shares via other LLCs where he is part-owner of managing member; shares in a marginable account but on non‑margin status; also includes 1,086,260 shares held in investment advisory accounts of clients of Southeast Asset Advisors, Inc., for which he disclaims beneficial ownership.
• Derivative and deferred positions: Options exercisable within 60 days: 69,910; Deferred RSUs that may be settled within 60 days: 111,882; RSUs/DSUs may be settled within 60 days: 0.
• Ownership guidelines: Directors must hold CNX stock equal to 5x annual Board cash retainer within five years; each Board member had achieved the guideline as of December 31, 2024.

Note: Brokerage account agreements may grant ordinary-course security interests in securities; CNX’s Insider Trading Policy prohibits pledging except with written approval; shares noted are in marginable accounts but on non‑margin status.

Governance Assessment

• Board effectiveness and engagement
  • Independent director; Audit Chair; designated financial expert; 100% attendance across Board and committee meetings in 2024—strong indicators of oversight quality.
  • Executive sessions held quarterly with rotation among committee chairs (including Audit Chair), supporting independent deliberation.
• Alignment and incentives
  • Material personal stake (1.75% beneficial ownership) and compliance with 5x retainer ownership guideline enhance alignment with shareholders.
  • Director pay structure stable YoY and below peer median; equity awarded via time-based RSUs (no performance metrics), reducing risk of misaligned short-term incentives.
• Conflicts and related-party exposure
  • Roles at Southeast Asset Advisors and affiliated entities disclosed; large blocks include advisory client accounts where he disclaims beneficial ownership; shares in marginable accounts but set to non‑margin—no Item 404 related-party transactions disclosed; independence reaffirmed.
  • CNX maintains strict Related Person Transaction Policy with Audit Committee oversight and robust independence criteria for Audit and Compensation Committees.
• Investor confidence signals
  • Say-on-pay approval ~84% at 2024 Annual Meeting indicates broad shareholder support for CNX’s compensation practices.

Watch items (monitor, not red flags): Concentration of shares in entities and advisory accounts may draw scrutiny; ensure continued adherence to no-pledging policy and related-party transaction oversight.