Nicholas J. DeIuliis
CNX ResourcesAbout Nicholas J. DeIuliis
Nicholas J. DeIuliis is President and CEO of CNX (since May 2014) and a director since 2014. He is 56, a registered chemical engineer in Pennsylvania, and a member of the Pennsylvania bar, with 30+ years at CNX . Under his leadership, CNX delivered 20 consecutive quarters of positive free cash flow and generated $816M of 2024 operating cash flow and $331M FCF; the company repurchased 7.4M shares in 2024 and has reduced shares outstanding by ~36% since 3Q20 . 2022 PSU performance paid out at 100% with relative TSR at the 95.7th percentile over the 2022–2024 period; methane-intensity ESG targets were achieved for a fourth straight year .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CNX Resources | President & CEO; Director | 2014–present | Led integrated upstream–midstream strategy, 20 quarters of positive FCF, and 36% share count reduction since 3Q20 . |
External Roles
No public-company outside directorships disclosed for Mr. DeIuliis in the proxy. He is a registered chemical engineer in Pennsylvania and a member of the Pennsylvania bar .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 800,000 | 800,000 | 800,000 |
| Bonus ($) | — | 960,000 | — |
| All other compensation ($) | 40,136 | 45,906 | 64,586 |
Notes:
- Base salary was unchanged at $800,000 in 2024; CNX states the Board has not increased his base salary since 2015 .
Performance Compensation
Short-Term Incentive (STIC) – 2024
| Metric | Target/Threshold/Max | Actual | Payout mechanics | CEO payout ($) |
|---|---|---|---|---|
| Adjusted FCF per share | Threshold $1.95 (70%); Target $2.05 (100%); Max $2.21 (200%) | $2.22/share | Financial score 200%; individual strategic factor capped at 20% of total payout | 2,256,000 |
| Target opportunity | 120% of base salary | — | Formula: Base × Target% × FCF score ± individual factor | — |
Long-Term Incentive (LTIC) – 2024 grants
| Award | Weight of LTIC | Grant value ($) | Performance/vesting | Key terms |
|---|---|---|---|---|
| PSUs | 40% | 1,200,000 | 3-year; 50% relative TSR vs S&P 500 Industrials; 50% absolute stock price (ASP) target; max payout 100% | TSR: 75th/60th/25th percentile = 100%/75%/50%; ASP: $30 for 20 consecutive trading days; cliff-vest after 3 years if earned |
| ESG PSUs | 10% | 300,000 | Three annual tranches; vest each year only if both methane-intensity targets are met | Production target 0.025% and midstream target 0.015%; 2024 tranche vested 4,844 shares in Jan-2025 |
| RSUs | 50% | 1,500,000 | Time-based | Vest in 3 equal annual installments starting 1/3/2025, subject to continued service |
Recent results on older grants:
- 2022 PSUs paid 100%: relative TSR at 95.7th percentile; ASP hurdle achieved; 128,677 shares earned for CEO .
Pay mix and alignment (select highlights)
- CNX emphasizes at-risk pay and stock-based incentives, bans hedging/pledging, and uses a clawback policy compliant with NYSE standards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,772,894 shares (1.88% of outstanding as of 3/3/2025) |
| Near-term exercisable/settlable (≤60 days from 3/3/2025) | Options exercisable: 127,660; RSUs may settle: 124,933 |
| Options outstanding | 127,660 options, exercise price $10.525, expiration 1/2/2030 (granted 1/2/2020) |
| 2024 stock vested/exercises | Options exercised: 795,563 shares ($11,699,311 value); Stock vested: 502,702 shares ($10,198,804) |
| Ownership guidelines | CEO guideline 5.5× salary; CEO actual 86.4×; 1,571% of guideline (as of 1/31/2025; price basis: 200-day avg $29.11) |
| Retention policy | Must hold 50% of net shares from PSU/ESG PSU/RSU vesting until the earlier of 10 years from grant or age 62 |
| Hedging/pledging | Prohibited for directors, officers, and employees; brokerage account liens may apply in ordinary course |
| Dispositions | CNX states current directors and NEOs have not disposed of CNX shares (excluding tax withholdings) since assuming current roles, extending back to 2011 |
Implications:
- High ownership, strict retention, and no hedging/pledging materially reduce selling pressure risk despite sizeable annual vestings .
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-control (CIC) severance (double trigger) | CEO: 2.5× base + 2.5× incentive pay; 30 months medical/dental/vision; 401(k) match equivalent; outplacement ($25k); SERP treatment; equity vests on CIC |
| CIC tax | CEO’s pre-2009 CIC agreement includes 280G excise tax gross-up (red flag); newer NEO CICs cut back to avoid excise taxes |
| Non-compete / non-solicit | One-year non-compete and two-year non-solicit apply when receiving CIC severance |
| Potential payout example (as of 12/31/2024 price $36.67) | CEO total under “CIC termination”: $48,702,876 (includes equity, benefits, SERP, and gross-up) |
| Regular RIF severance (non-CIC) | CEO would be eligible under severance plan for 25 weeks (example shown $384,615) |
| Clawback | NYSE-compliant clawback for erroneously awarded incentive comp upon accounting restatement |
| SERP | CEO only active participant; 2024 year-end present value $10,841,716; enhanced treatment on disability/CIC; forfeiture on “cause” |
Board Governance
- Role: Director since 2014; serves on the Environmental, Safety and Corporate Responsibility (ESCR) Committee .
- Independence: Not independent (CEO); 6 of 7 directors are independent; Compensation, Audit, and NCG Committees are fully independent .
- Chair structure: Independent Chair (Ian McGuire as of 2025), mitigating CEO/Chair dual-role concerns .
- Attendance: In 2024, every director other than Mr. Thorndike attended 100% of board/committee meetings; Mr. Thorndike attended 70% due to health; CEO therefore at 100% .
- Executive sessions: Non-management directors held four executive sessions in 2024 .
- Director pay: CEO receives no additional compensation for Board service .
Director Service Summary (Board/Committee)
| Year joined | Board role | Committees | Chair/leadership | Independence |
|---|---|---|---|---|
| 2014 | Director | ESCR member | — | Management (non-independent) |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~84%, indicating shareholder support for the compensation program; CNX cites ongoing shareholder engagement .
Compensation Structure Analysis (signals)
- At-risk orientation: 2024 LTIC split 40% PSUs (relative TSR/ASP), 10% ESG PSUs (methane intensity), 50% RSUs; STIC formula is FCF/share plus capped individual factor .
- ESG linkage: 10% of LTIC forfeited if methane targets not met; 2024 ESG tranche vested after targets achieved .
- CEO cash pay restraint: Base unchanged since 2015; CNX highlights reductions in CEO LTIC totaling $5.5M over four years, including $1.5M redirected to CNX Foundation in 2024 .
- Red flags: Legacy 280G excise tax gross-up in CEO CIC agreement persists; however, no hedging/pledging allowed and no option repricing without shareholder approval .
Vesting Schedules and Near-Term Events
| Instrument | Grant date | Size | Vesting cadence | 2024/2025 events |
|---|---|---|---|---|
| RSUs (2024) | 1/3/2024 | $1.5M value | 1/3 annually over 3 years | First tranche vests 1/3/2025, subject to service |
| PSUs (2024) | 1/3/2024 | $1.2M value | 3-year cliff if earned | In performance period (2024–2026); metrics TSR/ASP |
| ESG PSUs (2024) | 1/3/2024 | $0.3M value | 1/3 per year if both methane targets met | 4,844 shares vested in Jan-2025 after target achievement |
| Options (2020) | 1/2/2020 | 127,660 | Fully vested; exp. 1/2/2030 | 127,660 exercisable; strike $10.525 |
| 2022 PSUs | 1/2022 | 128,677 target | 3-year cliff | Paid 100% based on 95.7th percentile TSR and ASP; vested Jan-2025 |
Performance & Track Record Highlights
- Capital returns and balance sheet: 2024 repurchases of 7.4M shares for $181M at $24.56 avg; share count reduced 36% since 3Q20; ended 2024 with ~$2.2B long-term debt and ~$2.1B net debt .
- Operating/ESG execution: 2024 FCF $331M; 20 consecutive positive FCF quarters; $83M FCF from monetizing CMM attributes; methane intensity targets outperformed in 2024 .
- PSU outcomes: 2022 PSU program paid at 100% with TSR 95.7th percentile and ASP hurdle achieved .
Data Tables — CEO Compensation Summary (2019 Pay tables available on request)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock awards ($) | 3,500,022 | 3,000,010 | 3,000,017 |
| Non-equity incentive comp ($) | 2,208,000 | — | 2,256,000 |
| Total compensation ($) | 6,548,158 | 6,427,883 | 6,120,603 |
Investment Implications
- Alignment: Very high ownership (1.88% of shares), 86× salary stock ownership (1,571% of guideline), strict 50% post-vest holding and anti-hedge/pledge policy—indicates strong alignment and reduced sell pressure even as RSU/PSU vestings occur .
- Pay-for-performance: Incentives center on FCF/share, relative TSR, absolute stock price, and quantified methane-intensity goals; 2024 STIC paid at max on FCF/share; 2022 PSUs paid at 100% with 95.7th percentile TSR, underscoring management’s stock-price accountability .
- Retention/transition risk: Double-trigger CIC at 2.5× with 30 months of benefits and legacy 280G gross-up could be costly in a sale, but also disincentivizes voluntary departure; non-compete/non-solicit provisions apply post-CIC .
- Governance: Independent chair, fully independent key committees, 100% CEO attendance, and clawback mitigate CEO/insider control risks; CEO receives no extra director pay .
- Red flags to monitor: Legacy 280G gross-up and SERP magnitude ($10.8M PV) create potential parachute optics in strategic transactions; however, CNX discloses strong clawback and no repricing/hedging/pledging policies .