Ian McGuire
CNX ResourcesAbout Ian McGuire
Ian McGuire, age 46, has served on the CNX Board since July 2019 and was appointed independent Chairman of the Board in February 2025; he currently chairs the Compensation Committee and serves on the Audit and Environmental, Safety and Corporate Responsibility (ESCR) Committees . He is Founder and Investment Partner of Tempus Partners (since 2018), previously an investment partner at SPO Partners & Co., and began his career in Goldman Sachs’ Natural Resources investment banking group; he holds a B.A. from Middlebury College and an M.B.A. from Stanford GSB . The Board has affirmed his independence under NYSE standards, and he qualifies as an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SPO Partners & Co. | Investment Partner | Prior to 2018 (pre-Tempus) | Small-team investor across portfolio; finance/capital allocation expertise |
| Goldman Sachs (Natural Resources) | Investment Banker | Early career | Energy/natural resources transaction experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tempus Partners | Founder; Investment Partner | 2018–present | Investment firm; financial and energy-sector insight |
Board Governance
- Committee assignments (as of Mar 3, 2025): Chair — Compensation; Member — Audit; Member — ESCR; Chairman of the Board (independent) .
- Attendance: 100% Board and applicable committee meetings in 2024 (only one director, not McGuire, was at 70% due to health) .
- Executive sessions: Four in 2024; presiding role rotated among committee chairs (including McGuire) when former Chair was absent .
- Independence: Board determined McGuire is independent under CNX guidelines and NYSE standards; Audit/Compensation committees comprised solely of independent directors .
- Leadership structure: CNX employs an independent chair model; McGuire appointed Chair in Feb 2025 to reinforce accountability and clear shareholder communication .
Committee/Meetings Snapshot (2024)
| Committee | Chair | Members (incl. McGuire) | 2024 Meetings |
|---|---|---|---|
| Board of Directors | McGuire (as of Feb 2025) | All directors | 4 |
| Audit | Lanigan | Agbede, McGuire, Thorndike | 8 |
| Compensation | McGuire | Agbede, Clarkson, Lally-Green, Thorndike | 4 |
| Nominating & Corporate Governance (NCG) | Lally-Green | Clarkson, Lanigan | 4 |
| ESCR | Clarkson | All directors (committee includes entire Board) | 4 |
Fixed Compensation
Non-Employee Director Compensation Program (May 2024–May 2025)
| Element | Amount |
|---|---|
| Chair Retainer (cash) | $100,000 |
| Board Retainer (cash, excluding Chair retainer) | $90,000 |
| Audit Committee Chair Retainer | $30,000 |
| Compensation/NCG/ESCR Chair Retainer | $20,000 |
| Audit Committee Member Retainer | $10,000 |
| Compensation/NCG Member Retainers | $5,000 |
| Annual Equity Award (RSUs) | $180,000 |
| Chair Equity Award (RSUs) | $400,000 |
Notes: Directors may elect to receive DSUs or nonqualified stock options in lieu of cash fees; CNX maintains a Directors’ Deferred Fee Plan for optional deferrals of cash retainers and meeting fees .
2024 Actual Director Compensation (CNX fiscal year)
| Name | Cash Fees | Stock Awards (RSUs, grant-date FV) | Option Awards | All Other | Total |
|---|---|---|---|---|---|
| Ian McGuire | $120,000 | $180,009 | $0 | $0 | $300,009 |
Additional detail: In lieu of a portion/all cash fees, McGuire elected 5,173 DSUs for 2024; none of the non-employee directors used the Directors’ Deferred Fee Plan for 2024–2025 .
Performance Compensation
While director equity is not performance-conditioned, the instruments and terms are as follows:
| Instrument | Grant Practices | Vesting | Payout/Exercise | Change-in-Control/Other |
|---|---|---|---|---|
| RSUs (Annual Director Award) | Typically annual; chair receives higher grant | Earlier of 1-year anniversary or next Annual Meeting; directors may defer receipt | Shares issued upon vest; dividend equivalents accrue if dividends declared (CNX does not currently pay a dividend) | Not specifically stated for director RSUs in proxy section cited |
| DSUs (in lieu of cash fees) | Elected in lieu of cash retainer | Earlier of 1-year anniversary or next Annual Meeting | Paid upon separation or director-selected date, subject to deferral election | Vest on death, disability, normal retirement, or change in control; forfeiture if service ends for other reasons or for cause |
| Nonqualified Stock Options (in lieu of cash fees) | Elected in lieu of cash; granted at Annual Meeting; strike equals closing price on grant date | Earlier of 1-year anniversary or next Annual Meeting | 10-year term; normal expiration if vested | Unvested options vest on death, disability, or change in control; forfeiture if service ends for other reasons; cancelled for cause |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships (besides CNX) | None disclosed in McGuire’s biography section |
| Committee interlocks | No interlocks disclosed in cited sections; Compensation Committee comprised of independent directors |
Expertise & Qualifications
- Designated audit committee financial expert; financially literate; deep finance and capital allocation background from investing and investment banking .
- Board Skills Matrix indicates strengths in Senior Leadership, Finance/Accounting, Business Strategy, and Risk Management .
- Energy/natural resources sector experience via Goldman Sachs and investing roles .
Equity Ownership
| Ownership Detail (as of Mar 3, 2025) | Amount |
|---|---|
| Beneficially owned shares | 122,836 (<1% of outstanding) |
| Components convertible/settleable within 60 days: options | 0 |
| Components within 60 days: RSUs | 0 |
| Components within 60 days: Deferred RSUs | 60,008 |
| Components within 60 days: DSUs | 40,006 |
| Stock ownership guideline for directors | ≥5x annual Board cash retainer; all directors met guideline as of Dec 31, 2024 |
Policy notes: CNX prohibits hedging and pledging of CNX stock absent written GC approval; generic brokerage security interests may exist per standard account terms (not a pledge). No McGuire-specific pledging disclosure noted .
Governance Assessment
- Alignment: McGuire’s equity-heavy mix (approx. $180k RSUs vs. $120k cash; plus elected DSUs in lieu of cash) and full compliance with 5x ownership guideline indicate strong shareholder alignment .
- Effectiveness signals: 100% attendance; chairs Compensation Committee; recognized as audit committee financial expert; independent Board Chair structure enhances accountability .
- Compensation oversight: As Compensation Chair, he oversees executive pay programs; 2024 Say‑on‑Pay received ~84% approval, suggesting shareholder support for pay design under the committee’s remit .
- Conflicts/Related-party: Board affirmed independence; no related‑person transactions involving McGuire disclosed in cited sections; robust related-person policy administered by Audit Committee .
- RED FLAGS: None identified in cited disclosures. No low attendance, no disclosed pledging/hedging, no repricing/modification of director equity, and no related‑party transactions tied to McGuire in the sections reviewed .
Appendix: References to Key Disclosures
- Biography, age, tenure, education, current roles and committees .
- Independent Chair transition and rationale .
- Committee memberships, meeting counts, attendance, executive sessions .
- Independence determinations .
- Audit committee financial expert designation .
- Director compensation program and benchmarking .
- 2024 Director compensation table and DSU/option elections .
- Deferred Fee Plan and ownership guidelines (5x retainer; all directors compliant) .
- Beneficial ownership (shares, components within 60 days) .
- Insider trading policy (no hedging/pledging) .
- Say‑on‑Pay result (2024 ~84%) .