Robert Agbede
CNX ResourcesAbout Robert O. Agbede
Robert O. Agbede (age 69) has served on CNX’s Board since 2022. He is Chairman and CEO of Chester Group Inc. (since 2003) and Chester LNG, LLC (since 2013), formerly CEO/owner of Chester Engineers (2003–2017), and Chairman of Sigma Paint Nigeria, in partnership with PPG Industries (since 2015). He also serves on the University of Pittsburgh Board of Trustees and chairs the Board of Visitors of the Swanson School of Engineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chester Group Inc. | Chairman & CEO | Since 2003 | Technology/engineering investments leadership |
| Chester LNG, LLC | Chairman & CEO | Since 2013 | Designs IP on micro‑LNG systems; virtual pipelines/off‑grid power |
| Chester Engineers (predecessor) | CEO & Owner | 2003–2017 | Largest African‑American‑owned engineering firm pre‑2017 merger |
| Sigma Paint Nigeria | Chairman | Since 2015 | Coating mfg/marketing; partnership with PPG Industries |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| University of Pittsburgh | Board of Trustees (member) | Current | Chairs Swanson School of Engineering Board of Visitors |
Board Governance
- Committee memberships (as of Mar 3, 2025): Audit; Compensation; Nominating & Corporate Governance (NCG); Environmental, Safety & Corporate Responsibility (ESCR). Not a committee chair .
- Independence: Board affirmed Agbede is independent under NYSE standards and CNX guidelines .
- Attendance and engagement: 100% attendance in 2024 across Board and committee meetings; Board met 4x, Audit 8x, Compensation 4x, NCG 4x, ESCR 4x; non‑management directors also held 4 executive sessions .
- Board leadership: Independent Chairman (Ian McGuire appointed 2025) consistent with CNX preference for independent board leadership .
Fixed Compensation
| Element | 2024 Amount | 2023 Amount | Notes |
|---|---|---|---|
| Fees earned (cash) | $110,000 | $106,667 | Reflects Board retainer plus Audit/Comp/NCG member retainers; ESCR has no member retainer |
| Annual equity (RSUs) | $180,009 (grant‑date fair value) | $180,000 | RSUs vest at 1‑year or next Annual Meeting; directors may defer into DSUs |
| Options in lieu of cash | $0 (elected) | $0 (elected) | Directors can elect DSUs or options in lieu of cash; none elected |
Director compensation program (2024–2025): Board retainer $90,000; Chair $100,000; Audit Chair $30,000; Comp/NCG/ESCR Chair $20,000; Audit member $10,000; Comp/NCG member $5,000; Annual RSU $180,000; Chair RSU $400,000 .
Performance Compensation
| Component | Structure | Metrics | Vesting |
|---|---|---|---|
| Director RSUs | Annual grant | None (time‑based; director role) | Earlier of 1‑year from grant or next Annual Meeting; dividend equivalents accrue; change‑in‑control accelerates |
| DSUs (optional) | In lieu of cash | None | Vest like RSUs; payable at separation or elected date; dividend equivalents accrue |
Agbede’s 2024 equity holdings included 7,759 unvested RSUs and 4,389 deferred RSUs as of year‑end; he did not elect DSUs or options in lieu of cash in 2024 .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock |
|---|---|---|---|
| None disclosed | Public company | — | No other public boards listed for Agbede, reducing interlock risk |
Expertise & Qualifications
- Senior leadership, industry/technical (engineering, energy), business strategy, risk management expertise as per CNX’s Board skills matrix .
- Career spans 40+ years, energy technology entrepreneurship focus .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 31,875 shares (indicates <1%) | As of Mar 3, 2025; CNX had 147,217,376 shares outstanding |
| Instruments settling within 60 days | 12,148 | 7,759 RSUs + 4,389 deferred RSUs; no options |
| Director ownership guideline | Achieved | Directors must hold ≥5x annual cash retainer within 5 years; all directors compliant as of Dec 31, 2024 |
Insider trades:
| Filing | Period of Report | Filed | Summary |
|---|---|---|---|
| Form 4 (CNX) | 2025‑05‑01 | 2025‑05‑05 | Filed for Robert Agbede; issuer CNX Resources Corp (CNX) |
Governance Assessment
-
Strengths
- Independent director with broad technical and operating experience; sits on all major committees (Audit, Compensation, NCG, ESCR), supporting board effectiveness and risk oversight .
- Perfect attendance in 2024 across Board/committee meetings; active engagement evidenced by comprehensive committee participation .
- Compensation aligned with shareholder interests through equity retainer and stock ownership guidelines; no hedging/pledging allowed under CNX policy; all directors meet ownership guidelines .
- No related‑party transactions disclosed involving Agbede; Board affirmatively determined independence under NYSE standards .
-
Watchpoints
- External chair roles at Chester Group/Chester LNG intersect with energy sector; while no related‑party transactions are disclosed and independence is affirmed, continued monitoring of any business dealings with CNX or counterparties is prudent .
- CNX’s director equity grants are time‑based RSUs (no explicit performance metrics), a common structure but provides less performance linkage than PSU designs used for executives; however, strong ownership guidelines mitigate alignment concerns .
-
Broader governance signals
- Non‑management directors held four executive sessions in 2024; independent Chair in place, enhancing oversight .
- Shareholder support for pay: 2024 say‑on‑pay passed with ~84% approval, indicating acceptable executive pay governance frameworks (context for overall board credibility) .
RED FLAGS
- None identified in disclosures: no attendance issues, no related‑party transactions, no pledging disclosed; independence affirmed .
Appendix: Key Data Tables
Director Compensation – Agbede (YoY)
| Item | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $106,667 | $110,000 |
| Stock Awards (RSUs) | $180,000 | $180,009 |
| Options Elected (in lieu of cash) | $0 | $0 |
| Total | $286,667 | $290,009 |
Committee Memberships & Meetings (2024)
| Committee | Member | Meetings Held |
|---|---|---|
| Board of Directors | Yes | 4 |
| Audit | Yes | 8 |
| Compensation | Yes | 4 |
| NCG | Yes | 4 |
| ESCR | Yes | 4 |
| Attendance | 100% (Board + all committees) | — |
Director Equity Holdings (as of Dec 31, 2024)
| Metric | Amount |
|---|---|
| Unvested RSUs | 7,759 |
| Deferred RSUs | 4,389 |
| Options (exercisable) | 0 |
| Total instruments settling ≤60 days | 12,148 |
Program Terms (Directors)
| Element | Detail |
|---|---|
| Annual Board Retainer | $90,000 |
| Member Retainers | Audit $10,000; Comp $5,000; NCG $5,000; ESCR member retainer not listed |
| Annual RSU | $180,000 (Chair: $400,000) |
| RSU Vesting | 1‑year or next Annual Meeting; change‑in‑control accelerates; dividend equivalents |
| DSUs | Optional in lieu of cash; vest/pay at separation/elected date; dividend equivalents |
| Ownership Guideline | ≥5x annual cash retainer within 5 years; all directors compliant |
Related‑Party Transactions & Independence
| Item | Disclosure |
|---|---|
| Independence | Independent under NYSE and CNX guidelines |
| Related‑Party Policy | Audit Committee pre‑approval; thresholds and oversight described |
| Transactions involving Agbede | None disclosed; independence affirmed |
SAY‑ON‑PAY & Peer Context (Board oversight signal)
| Item | Disclosure |
|---|---|
| 2024 Say‑on‑Pay Approval | ~84% |
| Director Compensation Peer Group (2024 benchmarking) | Antero Resources, Chesapeake Energy, EQT, Gulfport Energy, Range Resources, Southwestern Energy |