Navneet Behl
CNX ResourcesAbout Navneet Behl
Chief Operating Officer of CNX Resources. 2024 fixed salary was increased to $475,000 to align with market levels, and his 2024 short-term incentive (STIC) paid $684,000 on achievement of Adjusted FCF/share at 200% of target ($2.22) plus an individual performance factor . Long-term incentives in 2024 consisted of PSUs ($1.1M target), ESG PSUs ($275k target), and RSUs ($1.375M), with PSU metrics tied to relative TSR vs S&P 500 Industrials and absolute stock price, and ESG PSUs tied to methane intensity targets; ESG PSUs vested for 2024 performance in January 2025 (4,441 shares to Behl) . He exceeds CNX’s executive stock ownership guidelines by 278% (required 3.5x salary; actual 9.7x) as of Jan 31, 2025, indicating strong alignment .
Past Roles
No prior-role biography details were disclosed in the CNX 2024–2025 proxy documents reviewed .
External Roles
No external directorships or outside roles for Behl were disclosed in the CNX 2024–2025 proxy documents reviewed .
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2023 | $400,000 | Year-end 2023 salary; increased effective Jan 1, 2024 |
| 2024 | $475,000 | Adjusted to align with market compensation |
| 2024 STIC Design | Target Bonus % | Performance Metric | Target | Max | Actual Result | Payout ($) |
|---|---|---|---|---|---|---|
| Cash incentive | 60% of base | Adjusted FCF per share | $2.05/share (100%) | $2.21/share (200%) | $2.22/share (200%) | Adjusted FCF payout $570,000; individual performance $114,000; total $684,000 |
Multi-year summary of total compensation:
| Name | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Navneet Behl | 2023 | $373,077 | $300,000 | $5,494,701 | — | $20,268 | $6,188,046 |
| Navneet Behl | 2024 | $473,558 | — | $2,750,028 | $684,000 | $35,626 | $3,943,212 |
Perquisites: 2024 “all other compensation” included employer 401(k) match and airfare; CNX permitted limited personal aircraft use for Behl with SIFL-based valuation in 2023, subject to restrictions .
Performance Compensation
2024 long-term incentive mix: 40% PSUs, 10% ESG PSUs, 50% RSUs .
| Program | Metric | Weighting | Target/Scale | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| 2024 PSUs (TSR) | Relative TSR vs S&P 500 Industrials | 50% | 75th pct = 100%; 60th pct = 75%; 25th pct = 50%; <25th = 0% | Not yet disclosed | Capped at 100% of award | Cliff after 3-year period if earned |
| 2024 PSUs (ASP) | Absolute Stock Price | 50% | ASP ≥ $30 for 20 consecutive trading days | Not yet disclosed | Capped at 100% of award | Cliff after 3-year period if earned and service condition |
| 2024 ESG PSUs | Methane intensity targets (Production ≤0.025%, Midstream ≤0.015% annually) | 100% of ESG PSU | Both annual goals must be met for vesting | 2024 achieved | Target vesting each year goals are met | Ratable over 3 years; 2024 tranche vested Jan 2025 (4,441 shares to Behl) |
| 2024 RSUs | Time-based | — | — | — | — | Ratable over 3 years (continued employment) |
2024 grants detail:
| Grant Type | Grant Date | Shares (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| PSUs (2024) | 1/3/2024 | Threshold 19,421; Target 29,132; Max 77,684 | $1,100,005 |
| RSUs (2024) | 1/3/2024 | 66,619 | $1,375,016 |
| ESG PSUs (2024) | 1/3/2024 | Target 13,324 | $275,007 |
Special PSUs (one-time, 8/1/2023): 383,334 units with 7-year performance window; three price tranches with target payouts at 90-day VWAPs of $41.83 (2023–2026, 25%), $60.24 (2026–2028, 25%), and $86.75 (2028–2030, 50%); linear interpolation between minimum and target .
Stock vested in 2024:
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Navneet Behl | 28,642 | $650,727 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 47,759 shares; <1% of outstanding; CNX shares outstanding 147,217,376 as of Mar 3, 2025 (≈0.03%) |
| Ownership guidelines | Required: 3.5x salary; Actual: 9.7x; Compliance: 278% (based on CNX 200-day avg price $29.11; base salary as of Jan 1, 2024) |
| Hedging/pledging | CNX prohibits hedging and pledging of CNX stock by officers, subject to limited exceptions; retention requirement: hold 50% of vested shares until 10 years from grant or age 62 |
| Options | No outstanding options reported for Behl at FY 2024 |
| Unvested RSUs (12/31/24) | 8,682 (9/1/2022, 3-year ratable), $318,369; 33,272 (1/3/2023), $1,220,084; 66,619 (1/3/2024), $2,442,919 |
| Unearned PSUs (12/31/24) | 131,876 units; value $4,835,893 (assumes target, price $36.67) |
| Unearned ESG PSUs (12/31/24) | 12,211 units; value $447,777 |
| Special PSUs (12/31/24) | 383,334 units; proxy value $14,056,858 (illustrative, based on $36.67; actual payout depends on VWAP triggers) |
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-control (CIC) cash severance | Double-trigger; lump sum equals 1.5x base pay and 1.5x incentive pay, plus pro-rata incentive for year of termination |
| CIC equity | All options/RSUs/PSUs/ESG PSUs/Special PSUs vest upon CIC; options/SARs remain exercisable per award terms |
| 280G treatment | No tax gross-up; payments reduced below excess parachute threshold to avoid excise tax; Behl’s illustrative 280G reduction shown as $(5,330,051) in CIC scenario |
| Benefits continuation | Medical/dental/vision for 18 months; outplacement $25,000; 401(k) match equivalent for 18 months |
| Severance Pay Plan (RIF) | Eight weeks of severance for Behl as of 12/31/2024 under RIF plan |
| Clawback | NYSE-compliant policy to recover erroneously awarded incentive comp upon accounting restatement; forfeiture on termination for cause and 6-month sale lookback repayment mechanism for equity awards |
Potential payments upon termination or CIC (illustrative, as of 12/31/2024):
| Scenario | Base Salary ($) | STI ($) | Severance Plan ($) | RSUs Unvested ($) | PSUs Unvested ($) | ESG PSUs Unvested ($) | 280G Adj ($) | Benefits/Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| Change in Control Termination | $712,500 | $427,500 | — | $3,981,372 | $4,835,893 | $447,777 | $(5,330,051) | $88,186 (outplacement $25,000; benefits $32,136; 401(k) $31,050) | $5,163,177 |
| Death | — | $285,000 (target) | — | $3,981,372 | $4,835,893 | $447,777 | — | $88,186 | $9,265,042 |
| Disability | — | — | — | $3,981,372 | $4,835,893 | $447,777 | — | $88,186 | $9,550,042 |
| Retirement | — | — | — | $3,981,372 | $4,835,893 | $447,777 | — | — | $9,338,119 |
| Termination Not for Cause/RIF | — | — | $73,077 | $3,981,372 | $4,835,893 | $447,777 | — | — | $9,338,119 |
Compensation Structure Analysis
- Shift toward performance-linked equity: 2024 LTIC delivered entirely via PSUs (40%), ESG PSUs (10%), and RSUs (50%), with PSU payouts capped at 100% and explicit TSR/stock price hurdles, tightening pay-for-performance linkage .
- ESG integration: Material ESG PSU grants with stringent methane intensity targets; Behl’s 2024 ESG PSUs vested, signaling operational execution on environmental goals .
- One-time Special PSUs: Large 383,334-unit grant in Aug 2023 exclusively tied to multi-year share price VWAPs up to $86.75, directly aligning upside with long-term value creation; zero value assumed at $36.67 proxy price, highlighting high-performance threshold and limited downside cost .
- Cash incentives discipline: 2023 STIC paid zero when Adjusted FCF/share missed threshold ($1.98 vs $4.10), demonstrating downside sensitivity; 2024 paid at max based on strong FCF/share .
Say-on-Pay & Shareholder Feedback
- 2023 Annual Meeting: Approximately 96% of shares voted approved CNX’s 2022 executive compensation program, indicating broad shareholder support for the compensation framework .
Equity Ownership & Alignment Table
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 47,759 |
| % of shares outstanding | <1%; 147,217,376 shares outstanding (≈0.03%) |
| Ownership guideline | 3.5x base salary |
| Actual ownership ratio | 9.7x |
| Compliance | 278% |
| Retention rule | Hold 50% of vested shares until 10 years from grant or age 62 |
| Hedging/pledging | Prohibited for officers (limited exceptions) |
Employment Terms (Detailed)
| Term | Detail |
|---|---|
| CIC agreement | Double-trigger; cash = 1.5x base + 1.5x incentive; benefits continuation 18 months; equity accelerates |
| 280G | Reduce to avoid excise tax; no gross-up for Behl |
| Severance (RIF) | 8 weeks as of 12/31/2024 |
| Clawback/forfeiture | Restatement clawback; equity forfeiture for cause; 6-month sale repayment provision |
Investment Implications
- Alignment and retention: Strong over-compliance with ownership guidelines (278%), explicit share-retention rules, and large performance-contingent Special PSUs suggest high alignment and multi-year retention incentives, limiting near-term selling pressure except around scheduled RSU vestings (28,642 shares vested in 2024) .
- Performance sensitivity: STIC is tightly linked to Adjusted FCF/share; zero payout in 2023 and max payout in 2024 demonstrate robust pay-for-performance dynamics tied to capital discipline and commodity price backdrop .
- Upside optionality: Special PSUs add substantial convexity to long-term share price outcomes, with material payouts only at high VWAP thresholds; investors may view these as signaling management’s confidence in multi-year value creation, though actual value realization is contingent on sustained price performance .
- Change-in-control economics: Double-trigger severance at 1.5x base and incentive, accelerated equity, and 280G cutback (no gross-up) are balanced; in a transaction, Behl’s illustrative CIC package totals ~$5.16M with significant equity components, aligning payouts with shareholder value pathways while mitigating tax inefficiencies .
Clawback and prohibitions on hedging/pledging reduce governance risk; no education/age biography disclosed limits assessment of non-quantitative qualifications based on proxy sources .