Maureen Lally-Green
CNX ResourcesAbout Maureen Lally-Green
Maureen E. Lally-Green, age 75, has served on the CNX Board since June 2013. She is Professor of Law Emerita (adjunct) and former Dean of the Thomas R. Kline School of Law at Duquesne University, and previously served as an elected Judge on the Superior Court of Pennsylvania; she brings over 45 years of multi-sector experience and corporate governance expertise to CNX .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Superior Court of Pennsylvania | Judge (elected) | Not disclosed | Judicial experience; public-sector governance |
| Duquesne University – Kline School of Law | Interim Dean/Dean; Adjunct Professor of Law Emerita | Dean 2016–2019; current adjunct emerita | Academic leadership; legal scholarship |
| Diocese of Pittsburgh | Associate General Secretary | Not disclosed | Non-profit leadership |
| Major corporation; federal agency | Counsel | Not disclosed | Legal counsel across for-profit and public sectors |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federated Hermes Mutual Fund Complex | Director; Audit Committee member | Director since 2009; Audit Committee since 2013 | Fund governance; audit oversight |
| Various non-profits (legal, higher education, health, social services) | Director | Not disclosed | Board service across civic sectors |
Board Governance
- Independence: The Board has affirmatively determined Lally-Green is independent under CNX’s Corporate Governance Guidelines and NYSE standards; Audit, Compensation, and NCG committees are fully independent .
- Committee roles and chair positions: Chair of Nominating & Corporate Governance (NCG); member of Compensation; member of Environmental, Safety & Corporate Responsibility (ESCR) .
- Attendance and engagement: In 2024, all directors other than Mr. Thorndike attended 100% of Board and committee meetings on which they served; non-management directors held four executive sessions, with presiding duties rotated among committee chairs, including Lally-Green .
- Executive sessions: Four in 2024; chairs (including Lally-Green) presided when applicable .
| Committee | Membership (Lally-Green) | Chair? | 2024 Meetings |
|---|---|---|---|
| Board of Directors | Member | — | 4 |
| Audit | Not a member | — | 8 |
| Compensation | Member | — | 4 |
| Nominating & Corporate Governance (NCG) | Member ; Chair | Yes | 4 |
| Environmental, Safety & Corporate Responsibility (ESCR) | Member | — | 4 |
Fixed Compensation (Director)
| Element | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | $115,000 | Consistent with Board retainer $90,000, NCG Chair retainer $20,000, Compensation Committee member retainer $5,000 |
| Annual Equity Award (RSUs) | $180,009 (grant date fair value) | RSUs vest at earlier of one-year from grant or next Annual Meeting; directors may defer |
| Options (in lieu of cash) | $0 for 2024 cash fees (no option election) | Directors may elect options instead of cash; options vest on same schedule and expire after 10 years |
| All Other Compensation | $0 | Customary expense reimbursement; indemnification agreements in place |
| Total | $295,009 | — |
Additional detail:
- Deferred Stock Units (DSUs) elected in lieu of cash: 3,718 DSUs (rounded) for 2024 cash fees .
- CNX benchmarks director pay vs peer group (Antero, Chesapeake, EQT, Gulfport, Range, Southwestern) and kept 2024–2025 board compensation below peer median; no changes made for that board year .
Performance Compensation (Director)
| Metric | Structure | Detail |
|---|---|---|
| RSU vesting | Time-based | Vest at earlier of one-year from grant or next Annual Meeting; dividend equivalents accrue as additional RSUs; CNX does not currently pay cash dividends |
| Options (if elected) | Time-based; acceleration | Granted at market-price on grant date; vest at earlier of one-year or next Annual Meeting; expire 10 years; accelerate upon death, disability, or change-in-control; forfeiture for cause |
| Performance-based elements (TSR, EBITDA, ESG) | None disclosed for directors | Director awards are not tied to performance metrics; no PSU framework disclosed for directors |
Other Directorships & Interlocks
| Company/Entity | Overlap with CNX (customers/suppliers/holders) | Potential Signal |
|---|---|---|
| Federated Hermes Mutual Fund Complex | Not disclosed in proxy as CNX holder; Federated Hermes funds may hold CNX generally (not disclosed here) | Governance-relevant network; audit oversight expertise; monitor for related-party transactions per CNX policy |
Expertise & Qualifications
- Legal and governance expertise: Former appellate judge; law school dean; counsel roles in corporate and federal contexts; extensive board governance experience across non-profits and a mutual fund complex .
- Corporate governance leadership: Current Chair of NCG, leading board composition, diversity, evaluation processes and governance practices .
- ESG oversight: Member of ESCR Committee, which oversees environmental, safety, corporate responsibility, and cybersecurity policies and risks; ESCR includes all directors .
Equity Ownership
| Ownership Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 189,341 shares; <1% of class | CNX had 147,217,376 shares outstanding as of March 3, 2025 |
| Instruments that may settle within 60 days (as of Mar 3, 2025) | 111,740 | Sum of items below |
| Options exercisable within 60 days | 35,980 | Options outstanding from prior elections/grants |
| RSUs may be settled within 60 days | 7,759 | Unvested RSUs |
| Deferred RSUs may be settled within 60 days | 56,422 | Deferred RSUs include vested and unvested deferrals |
| DSUs may be settled within 60 days | 11,579 | Portion of DSUs eligible within 60 days |
| Total RSUs and DSUs held (as of Dec 31, 2024) | 7,759 unvested RSUs; 56,422 deferred RSUs; 15,785 DSUs | RSU deferrals counted as deferred RSUs |
| Ownership guidelines (directors) | 5× annual Board cash retainer within 5 years; all directors met guideline as of Dec 31, 2024 | Aligns director interests with shareholders; excludes options in calculation |
| Pledging status | No pledging specific to Lally-Green disclosed; general brokerage security interests may apply | CNX notes standard brokerage security interests; specific pledging disclosures provided for other directors where applicable |
Insider Trades (recent filings)
| Filing Date | Period of Report | Form | Link |
|---|---|---|---|
| 2025-05-05 | 2025-05-01 | Form 4 | https://www.sec.gov/Archives/edgar/data/1070412/000107041225000074/0001070412-25-000074-index.htm |
Note: Form 4 is the SEC’s statement of changes in insider beneficial ownership filed within two business days of a transaction; details are available via EDGAR link above .
Governance Assessment
-
Strengths
- Independent director; Chair of NCG and member of Compensation and ESCR committees, indicating central role in board oversight across governance, pay, and ESG/cyber domains .
- Strong attendance (100% for 2024) and active engagement, including presiding at executive sessions when applicable; non-management directors held four executive sessions in 2024 .
- Demonstrated alignment: material equity ownership, RSU/DSU holdings, and compliance with CNX’s 5× retainer ownership guideline; ability to defer awards supports long-term orientation .
- Director pay structure benchmarked below peer median; stable program and regular review by Compensation Committee .
- Board independence robust; committees fully independent; consistent say‑on‑pay support (84% approval in 2024), signaling shareholder comfort with CNX’s compensation governance .
-
Watch items / potential conflicts
- External role at Federated Hermes Mutual Fund Complex: while not a disclosed CNX related party, fund complex directorship plus audit committee service warrants routine monitoring under CNX’s Related Person Transaction Policy if any Federated-affiliated entities transact or hold material positions in CNX .
- Options outstanding (35,980 exercisable) reflect historical elections; while standard under CNX’s policy, maintain oversight to ensure exercise timing is consistent with CNX’s stated practices around nonpublic information and routine grant timing .
- Age and succession planning: at 75, ensure ongoing board refreshment and committee leadership continuity plans are in place within NCG processes .
Overall, Lally-Green’s profile reflects strong governance leadership, legal expertise, and consistent engagement. Her chair role on NCG and membership on Compensation and ESCR align with investor priorities on board effectiveness, pay oversight, and ESG risk management .
Appendix: Director Compensation Program Elements (Reference)
| Element of Annual Compensation (May 2024–May 2025) | Dollar Value |
|---|---|
| Chair Retainer | $100,000 |
| Board Retainer (excluding Chair Retainer) | $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 and NCG Committee Member Retainers (excluding Chair) | $5,000 |
| Annual Equity Award (RSUs) | $180,000 |
| Chair Equity Award (RSUs) | $400,000 |