J. Palmer Clarkson
CNX ResourcesAbout J. Palmer Clarkson
Independent director at CNX since May 2017; age 68. Founder and former President & CEO of Bridgestone HosePower, LLC (1992–2022), a leading U.S. service provider of hydraulic and industrial hoses; previously President & CEO of Anchor Coupling Company (1987–1992). Current roles include Chairman of The Lake Doctors, Inc., director at Enerpac Tool Group Corp. (NYSE: EPAC), and director at Jacksonville Port Authority (JaxPort). Brings 33+ years of hands-on entrepreneurial, accounting, finance, and operations experience; chairs the Environmental, Safety and Corporate Responsibility (ESCR) Committee and serves on Compensation and Nominating & Corporate Governance (NCG) Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridgestone HosePower, LLC | Founder; President & CEO | 1992–2022 | Built largest U.S. service provider of hydraulic/industrial hoses |
| Anchor Coupling Company | President & CEO | 1987–1992 | Executive leadership in manufacturing components |
| Bridgestone Industrial Products Group – Japan | Board Member | Not disclosed | Global industrial products oversight |
| The Lake Doctors, Inc. | Chairman | Current | Oversight of water management services |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Enerpac Tool Group Corp. (NYSE: EPAC) | Director | Current | Public company directorship |
| Jacksonville Port Authority (JaxPort) | Director | Current | Public sector port governance |
| The Lake Doctors, Inc. | Chairman | Current | Private company governance |
Board Governance
- Committee assignments: ESCR (Chair), Compensation (Member), NCG (Member) .
- Independence: Board determined Clarkson is independent under NYSE and CNX Corporate Governance Guidelines; Audit, Compensation committees fully independent .
- Attendance: In 2024, Clarkson attended 100% of the aggregate Board and applicable committee meetings; Board held 4 meetings; Compensation 4; NCG 4; ESCR 4; Audit 8 .
- Executive sessions: Four sessions held in 2024; presiding director rotated among committee chairs (including Clarkson as ESCR chair) when the former chair was not present .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Board of Directors | Member | 4 | 100% |
| Compensation Committee | Member | 4 | 100% (aggregate across Board + committees) |
| Nominating & Corporate Governance (NCG) | Member | 4 | 100% (aggregate across Board + committees) |
| Environmental, Safety & Corporate Responsibility (ESCR) | Chair | 4 | 100% (aggregate across Board + committees) |
| Audit Committee | — | 8 | Not applicable |
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards (RSUs, grant-date fair value) | Option Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2023 | $120,000 | $180,000 | $— | $— | $300,000 |
| 2024 | $120,000 | $180,009 | $— | $— | $300,009 |
| CNX Non–Employee Director Annual Fees and Awards (May 2023–May 2024) | Dollar Value |
|---|---|
| Chair Retainer | $100,000 |
| Board Retainer (excluding Chair) | $90,000 |
| Audit Committee Chair Retainer | $30,000 |
| Compensation/NCG/ESCR Committee Chair Retainer | $20,000 |
| Audit Committee Member Retainer (excluding chair) | $10,000 |
| Compensation/NCG Committee Member Retainer (excluding chair) | $5,000 |
| Annual Equity Award (RSUs) | $180,000 |
| Chair Equity Award (RSUs) | $400,000 |
Additional details:
- Election to receive DSUs/options in lieu of cash: 2023—Clarkson elected 1,950 DSUs (no options) in lieu of cash; 2024—no DSUs or options in lieu of cash .
- Directors may defer fees under the Directors’ Deferred Fee Plan; DSUs vest at the earlier of one year from grant or next Annual Meeting, and settle upon separation or elected date; dividend equivalents accrue as additional DSUs; CNX does not currently pay dividends .
Performance Compensation
- CNX discloses performance metrics for executives (e.g., Adjusted FCF per share, TSR, absolute stock price, methane intensity targets), but non-employee director equity is disclosed as RSUs (time-based) and optional DSUs/options elections tied to retainers; no director-specific performance metrics are disclosed for equity awards .
| Metric | Applicability to Non-Employee Directors | Source |
|---|---|---|
| TSR, Absolute Stock Price, ESG (methane intensity) | Not disclosed for directors (executive LTIC metrics) | Proxy disclosures |
| Annual RSU grant for directors | Disclosed as fixed-value RSUs (time-based) | Director compensation program |
Other Directorships & Interlocks
| Company/Entity | Relationship to CNX | Role | Potential Interlock Notes |
|---|---|---|---|
| Enerpac Tool Group Corp. (NYSE: EPAC) | Unrelated industrial tools | Director | Monitor for any vendor/customer ties; none disclosed in CNX proxy |
| Jacksonville Port Authority (JaxPort) | Unrelated public authority | Director | Public-sector governance; no CNX transactions disclosed |
| The Lake Doctors, Inc. | Private company | Chairman | No CNX transactions disclosed |
- Related person transactions policy exists with Audit Committee oversight; independence determinations consider Item 404 transactions; no specific Item 404 related person transactions are disclosed for Clarkson; Board affirmed independence .
Expertise & Qualifications
- 33+ years as entrepreneur and operator; extensive experience in accounting, finance, operations; proven leadership track record .
- Industry exposure across construction machinery, mining, oilfield equipment, factory hose services; international board experience (Bridgestone Industrial Products Group – Japan) .
- Committee leadership in ESCR, including cybersecurity oversight within ESCR remit .
Equity Ownership
| As of Date | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| March 3, 2025 | 250,800 | <1% (of 147,217,376 shares outstanding) |
| Instrument | Amount | Settlement within 60 days (as of March 3, 2025) |
|---|---|---|
| Options (exercisable) | 22,129 | Yes |
| Unvested RSUs | 7,759 | 7,759 may be settled within 60 days |
| Deferred RSUs | 64,471 | 64,471 may be settled within 60 days |
| DSUs | 50,849 | 50,849 may be settled within 60 days |
| Retainer converted to equity (cumulative amounts in lieu of cash) | 72,978 | Applies to deferred RSUs/DSUs |
Ownership alignment policies:
- Directors’ stock ownership guideline: hold CNX common stock equal to 5× annual Board cash retainer within five years; as of Dec 31, 2024, each Board member had achieved the guideline .
- Insider Trading Policy prohibits hedging/pledging CNX securities (with limited written exceptions); note that brokerage accounts may grant ordinary-course security interests; footnotes and ownership section disclose potential marginable account arrangements for certain directors (not specifically Clarkson) .
Governance Assessment
- Strengths: Independent status affirmed; chairs ESCR and serves on Compensation and NCG, contributing to robust oversight of environmental/safety/cybersecurity and governance; 100% attendance in 2024 across Board and applicable committees; Board committees fully independent; executive sessions rotate among independent committee chairs, ensuring management-free deliberation .
- Ownership alignment: Material personal exposure through RSUs/DSUs/options and beneficial ownership; compliance with 5× retainer ownership guideline signals alignment; CNX-wide policies against hedging/pledging strengthen incentives; visible retention of employee equity value and insider ownership support investor confidence .
- Compensation structure: Director pay mix stable year over year (cash + RSUs; no option grants in 2023–2024), suggesting no pay inflation or risk-inducing instruments for directors; DSU/option elections in lieu of cash are permitted but Clarkson did not elect in 2024 (elected modest DSUs in 2023) .
- Shareholder signals: Strong say-on-pay support—approximately 84% approval in 2024 and ~96% in 2023—indicates broad investor comfort with CNX’s compensation governance; while focused on executives, it reflects overall governance quality the Board oversees .
- Watch items: External directorships at EPAC and public authority roles warrant routine monitoring for potential related-party exposure; CNX’s Related Person Transaction Policy provides oversight; brokerage security-interest disclosures highlight need to monitor any pledging exceptions, though CNX prohibits pledging absent approval .
Overall, Clarkson’s independence, committee leadership (ESCR chair), perfect attendance, and adherence to ownership guidelines support board effectiveness and investor confidence; no specific related-party conflicts are disclosed, and director pay practices remain conservative and aligned with shareholders .