Timothy S. Bedard
CNX ResourcesAbout Timothy S. Bedard
Executive Vice President, General Counsel and Corporate Secretary at CNX. Appointed in December 2023, bringing extensive intellectual property and technology expertise and prior service as a U.S. Navy officer; CNX cites his “unique perspectives” to accelerate New Technologies growth and strengthen governance . CNX’s pay programs tie Bedard’s incentives to Adjusted Free Cash Flow per share (achieved at $2.22/share for 2024) and long-term equity metrics including relative TSR and absolute stock price, plus ESG methane intensity goals, emphasizing performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CNX Resources Corporation | Executive Vice President, General Counsel & Corporate Secretary | Dec 2023–present | Bolsters governance perspective; accelerates New Technologies opportunities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Navy | Officer | Not disclosed | Provides unique perspective supporting CNX governance and New Technologies |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $375,000 |
| Target Bonus (% of Base) | 60% |
| Target Bonus ($) | $225,000 |
| Actual STIC (Annual Incentive) Paid ($) | $495,000 |
| Total Reported Compensation ($) | $2,890,722 |
Performance Compensation
STIC (Short-Term Incentive) – 2024 Structure and Outcome
| Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|
| Adjusted FCF per Share | Formula-driven; score 0–200% | Target $2.05/share | $2.22/share; 200% score | $450,000 | Cash, annual |
| Individual Performance | Modifier to total | Pre-established goals | Committee determined | $45,000 | Cash, annual |
| Total STIC | — | — | — | $495,000 | Cash, annual |
2024 PSU Program (Performance Share Units)
| Component | Weighting | Target/Scale | Status | Vesting |
|---|---|---|---|---|
| Relative TSR vs S&P 500 Industrials | 50% | Threshold 25th pct = 50%; Target 60th pct = 75%; Max 75th pct = 100% (interpolated) | 2024–2026 cycle; not yet certified | Cliff after 3-year performance period |
| Absolute Stock Price (ASP) | 50% | ASP ≥ $30.00 for 20 consecutive trading days within 3-year period + service condition | 2024–2026 cycle; not yet certified | Cliff after 3-year performance period |
Grants of Plan-Based Awards — 2024 (Bedard)
| Grant Type | Grant Date | Shares (Target) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs (2024 Program) | 1/3/2024 | 21,187 | $800,012 | 3-year performance; cliff |
| RSUs | 1/3/2024 | 48,450 | $1,000,008 | Time-based, 3-year ratable |
| ESG PSUs | 1/3/2024 | 9,690 (target) | $200,002 | 3-year, ratable only if both annual methane targets met |
ESG PSU Program (Methane Intensity Targets)
| Metric | Requirement | 2024 Result | Vesting Impact |
|---|---|---|---|
| Production Methane Intensity | ≤ 0.025% each year (2024–2026) | Achieved for 2024; certified Jan 2025 | 3,229 ESG PSUs vested for Bedard in Jan 2025 |
| Midstream Methane Intensity | ≤ 0.015% each year (2024–2026) | Achieved for 2024; certified Jan 2025 | Included in 3,229 above |
Stock Vested and Options Exercised — 2024
| Item | Shares | Value ($) |
|---|---|---|
| Shares acquired on vesting (RSUs/PSUs/ESG PSUs) | 6,510 | $235,988 |
| Options exercised | — | — |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 3, 2025)
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Timothy S. Bedard | 14,586 | <1% (“*” per table) |
Note: CNX common shares outstanding: 147,217,376 .
Stock Ownership Guidelines
| Executive | Guideline Multiple of Salary | Actual Ownership Multiple | Compliance % |
|---|---|---|---|
| Timothy S. Bedard | 3.5x | 7.0x | 200% |
Outstanding Equity (as of Dec 31, 2024)
| Category | Units Outstanding | Market/Payout Value ($) | Notes |
|---|---|---|---|
| RSUs (unvested) | 13,022 | $477,517 | Value at $36.67 per share |
| RSUs (additional grant) | 48,450 | $1,776,662 | 1/3 annual vest |
| ESG PSUs (earned, 2024 tranche) | 3,229 | $118,407 | Certified Jan 2025 |
| PSUs (unearned, 2023+2024 cycles) | 56,498 | $2,071,782 | Based on max assumption per table note |
| ESG PSUs (unvested future tranches) | 6,461 | $236,925 | Target basis |
| Options | — | — | None shown |
Employment Terms
Change-in-Control (CIC) Agreement Summary
| Provision | Terms |
|---|---|
| Trigger | Double-trigger required (termination or constructive termination post-CIC) |
| Cash Severance Multiple | 1.5x base + 1.5x “Incentive Pay” (greater of current-year target STIC or average of last 3 years) |
| Benefits Continuation | 18 months medical/dental/vision |
| Equity Treatment | Equity accelerates/vests upon CIC (even without termination) |
| Tax Gross-up | No CIC tax gross-up for Bedard; 280G cutback applies |
Potential Payments — Scenario Table (Bedard)
| Component | Retirement | Termination Not for Cause/RIF | Death | Disability | CIC Termination |
|---|---|---|---|---|---|
| Base Salary | — | — | — | — | $562,500 |
| Short-Term Incentive | — | — | $225,000 | — | $337,500 |
| Severance Pay Plan | — | $57,692 | — | — | — |
| RSUs (Unvested) | — | $2,254,178 | $2,254,178 | $2,254,178 | $2,254,178 |
| PSUs (Unvested) | — | $2,071,782 | $2,071,782 | $2,071,782 | $2,071,782 |
| ESG PSUs (Unvested) | — | $236,925 | $236,925 | $236,925 | $236,925 |
| Outplacement | — | — | — | — | $25,000 |
| Medical/Dental/Drug Benefits | — | — | — | — | $31,716 |
| 401(k) Payment | — | — | — | — | $31,050 |
| 280G Tax Reduction | — | — | — | — | $(2,586,365) |
| Total | — | $4,620,577 | $4,787,885 | $4,562,885 | $2,964,286 |
Other relevant severance: Under CNX’s Severance Pay Plan, Bedard was entitled to 8 weeks based on service as of Dec 31, 2024 . CNX’s Clawback Policy (NYSE-compliant) enables recovery of erroneously awarded incentive compensation upon accounting restatement for Section 16 officers; equity forfeiture applies for termination-for-cause with recoupment of recent sale proceeds .
Investment Implications
- Strong pay-for-performance alignment: 2024 LTIC mix is 40% PSUs, 10% ESG PSUs, 50% time-based RSUs, explicitly tied to relative TSR, absolute stock price hurdles, and annual methane intensity targets; STIC is formula-based on Adjusted FCF per share with individual performance factor . This structure aligns incentives with shareholder returns and operational ESG outcomes.
- Retention vs. selling pressure: Meaningful unvested equity (e.g., RSUs $1.78M, PSUs $2.07M, ESG PSUs $0.24M at 12/31/24) creates retention hooks while time-based RSU and annual ESG PSU vesting dates represent potential incremental supply as tranches settle .
- Ownership alignment: Bedard exceeds stock ownership guidelines at 200% of requirement (7.0x actual vs. 3.5x guideline), mitigating alignment concerns; beneficial ownership is 14,586 shares (<1% of class), consistent with his role tenure .
- Change-in-control economics: Double-trigger severance at 1.5x base and incentive pay, 18 months benefits, and equity acceleration upon CIC without termination suggest balanced protection with standard market terms; no 280G gross-up for Bedard (cutback applies), reducing shareholder-unfriendly features .
- Execution risk and contribution: CNX cites Bedard’s governance and technology expertise as supportive of New Technologies and compliance; 2024 corporate performance delivered maximum STIC FCF score, feeding through to his cash incentive, indicating alignment with CNX’s capital returns strategy .