Hayley Scott - Chief Risk Officer | CNX Resources (CNX) Executive Profile & Compensation

About Hayley Scott

Senior Vice President – Compliance and Reporting at CNX (title effective February 7, 2025; previously Chief Risk Officer since January 26, 2022). Age 51 as of February 1, 2024; B.S. in Accounting from Penn State; Certified Public Accountant. Background spans enterprise risk, internal audit, FP&A, and strategic roles at U.S. Steel and PwC . Compensation metrics are tightly linked to per‑share value: 2024 STIC paid on Adjusted FCF/share of $2.22 (max 200% factor) and individual goals ; 2022 PSUs paid at 100% (95.7th percentile relative TSR and ASP goal achieved) . CNX’s TSR value of a $100 investment reached $414.5 (2020–2024 cumulative), evidencing alignment of incentive design with shareholder outcomes .

Past Roles

Organization	Role	Years	Strategic impact
CNX Resources	Senior Vice President – Compliance and Reporting	Feb 7, 2025 – Present	Oversees compliance/reporting; continues risk, governance, and policy execution across enterprise .
CNX Resources	Chief Risk Officer	Jan 26, 2022 – Feb 7, 2025	Built and led management/governance to identify, evaluate, and mitigate strategic, operational, compliance, and reputational risks .
CNX Resources	VP, Internal Audit & Advisory Services	Dates not disclosed	Led internal audit and advisory; supported control environment, risk mitigation, and process improvement .
CNX Resources	VP, Financial Planning & Analysis	Dates not disclosed	Led FP&A; capital allocation analytics supporting per‑share value focus .
United States Steel	GM, Strategy & Business Development; CFO, Business Intelligence & Support Services; Director, JV & Strategic Planning; Real Estate Division Controller; Director External Reporting	16 years (dates not disclosed)	Corporate strategy, finance, reporting, and JV oversight; broad industrial operating finance toolkit .
PricewaterhouseCoopers	Manager, Assurance & Business Advisory Services	Dates not disclosed	Audit/assurance foundations supporting risk and reporting expertise .

Fixed Compensation

Metric	2023	2024
Base salary ($)	318,077	340,000
Year-end base salary ($)	340,000	340,000
Target bonus (% of base)	60% (STIC target)	60% (STIC target)
Target bonus ($)	204,000 (based on year‑end salary)	204,000 (based on year‑end salary)
STIC payout ($)	0 (no 2023 STIC payout)	439,000
Discretionary/Bonus ($)	153,000	—

Performance Compensation

2024 STIC (cash)

Component	Weighting / mechanics	Target	Actual	Payout
Adjusted FCF per share	Score 0–200% (Threshold $1.95=70%, Target $2.05=100%, Max $2.21=200%)	$2.05/share	$2.22/share (200% score)	$408,000
Individual performance factor	Capped at 20% of total STIC; based on multi‑goal scorecard	n/a	Achieved (goals approved Jan 2025)	$30,600
Total 2024 STIC	Target 60% of base	$204,000	—	$439,000

2024 individual goal context (selected): zero moderate‑severity safety incidents; Adjusted FCF/share $2.22; $331mm FCF; repurchased 7.4mm shares at $24.56; methane intensity outperformed (production 0.015%, midstream 0.014%) .

LTIC structure and 2024 grants

Mix: 50% RSUs (time-based, 3‑yr ratable), 40% PSUs (3‑yr cliff; 50% relative TSR vs S&P 500 Industrials with 50/75/100% payout at 25th/60th/75th percentiles; 50% ASP metric), 10% ESG PSUs (3 annual tranches; production methane ≤0.025%, midstream ≤0.015% each year) .

2024 LTIC grant (1/3/2024)	Shares/Units	Grant-date FV ($)
PSUs – threshold/target/maximum (#)	14,520 / 21,780 / 58,080	822,413
RSUs (#)	49,807	1,028,016
ESG PSUs – target (#)	9,962	205,616

2024 ESG PSU vesting status: 3,320 shares vested (Jan 2025) after meeting both methane targets .
2022 PSU outcomes (cliff): Relative TSR 95.7th percentile and ASP threshold achieved → 100% payout; Ms. Scott earned 3,228 shares .

Equity Ownership & Alignment

Item	Detail
Beneficial ownership	48,953 shares as of March 3, 2025; <1% of outstanding .
Ownership guideline	3.5x base salary; actual 9.9x; 284% compliance (assessed Jan 31, 2025) .
Hedging/pledging	Prohibited for directors, officers, employees; robust stock retention policy (hold 50% of vested shares (after tax) until 10 years from grant or age 62) .
Options	2,441 options exercisable; strike $10.525; exp. 1/21/2030 . Also shown as exercisable within 60 days in ownership table .
2024 stock vested	18,242 shares vested in 2024; no option exercises by Ms. Scott .

Outstanding equity awards at 12/31/2024 (illustrative, select lines):

RSUs unvested: 1,055 ($38,687), 1,848 ($67,766), 12,477 ($457,532), 49,807 ($1,826,423) .
PSUs: 3,228 earned from 2022 program ($118,371); aggregate unvested PSUs (2023/2024 programs) 78,402 ($2,875,001; assumes max for TSR/ASP per footnote) .
ESG PSUs: 212 ($7,774), 1,248 ($45,764), 3,320 ($121,744); aggregate unvested ESG PSUs (2023/2024 programs) 7,890 ($289,326; assumes target) .

Employment Terms

Provision	Key terms
Employment agreements	CNX discloses no employment agreements with named executives .
Severance plan (RIF)	One week per year of service; min 8 weeks, max 25 weeks; as of 12/31/2024, Ms. Scott entitled to 8 weeks .
Change‑in‑control (CIC)	Double‑trigger cash severance equal to 1.5x “Incentive Pay” (greater of target STIC for current year or average of prior 3 years) plus prorated Incentive Pay; LTI treated per award terms .
Potential payments (12/31/2024 assumptions)	Termination not for cause: $5,607,043; Death: $5,758,735; Disability: $5,554,735; CIC termination: $3,956,516 (includes negative 280G tax reduction of $(2,570,228)) .
Clawback	NYSE‑compliant clawback policy for erroneously awarded incentive comp .
Insider trading/trading plans	No 10b5‑1 or non‑10b5‑1 arrangements adopted/modified by “officers” during Q4 2024 (applies to period when Ms. Scott was an officer) .

Detailed 2024 Ms. Scott potential payout components (illustrative): includes Short‑Term Incentive (Death: $204,000; CIC: $388,278), RSUs unvested ($2,390,407 across scenarios), PSUs unvested ($2,875,001 across applicable scenarios), ESG PSUs unvested ($289,326), and severance plan value (RIF: $52,308), plus benefits/perks (e.g., $25,000 outplacement under CIC) .

Investment Implications

Alignment and retention: Ownership at 9.9x salary and 284% of guideline, coupled with no hedging/pledging and long stock‑retention rules, signals strong alignment and muted immediate selling pressure despite scheduled RSU/ESG PSU vesting .
Incentive levers: Cash incentives are explicitly tied to Adjusted FCF/share (achieved at 200% in 2024) and an individual factor capped at 20%, reinforcing the company’s per‑share value creation focus—supportive of capital‑return and margin‑of‑safety buybacks .
LTI performance risk: PSU outcomes hinge on multi‑year relative TSR and absolute stock price hurdles; the 2022 PSU 100% payout (95.7th percentile TSR and ASP achieved) underscores historical execution but leaves future awards exposed to commodity/relative performance volatility .
Role transition/retention risk: On Feb 5, 2025, her CRO role was eliminated and she transitioned to another role (now SVP – Compliance and Reporting), ceasing officer status—retention risk is mitigated by substantial unvested equity and stock‑retention requirements, but organizational change can elevate transition risk .
Trading signals: Minimal in‑the‑money options (2,441 at $10.53 strike) and no 2024 option exercises reduce option‑driven selling; 2024 vesting (18,242 shares) suggests routine tax‑withhold sales rather than directional selling; company policy restricts hedging/pledging .
Governance/terms: No employment agreement, standard severance plan, and double‑trigger CIC with 1.5x Incentive Pay avoid shareholder‑unfriendly guarantees; 280G cutback evident in CIC modeling .