William Thorndike, Jr.
CNX ResourcesAbout William N. Thorndike, Jr.
William N. “Will” Thorndike, Jr. (age 61) is an independent director of CNX who joined the Board in October 2014 and served as Chairman from May 2016 through February 2025 before transitioning to director under the new independent Chair, Ian McGuire . He is Managing Partner of The Cromwell Harbor Partnership (since 2023) and previously founded and led Housatonic Partners (1994–2023). He is recognized for capital allocation expertise and qualifies as an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CNX Resources | Chairman of the Board | May 2016 – Feb 2025 | Led Board during spin-out of coal business (2017), midstream take-in (2020), and pivot to 7-year FCF/share roadmap; TSR/MOIC outperformed selected peers over tenure . |
| Housatonic Partners | Founder, Managing Director | 1994 – 2023 | Pioneered institutional investing in search funds; refined acquisition criteria . |
| The Cromwell Harbor Partnership | Managing Partner | 2023 – present | Private investment firm leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Perimeter Solutions (NYSE: PRM) | Co-Chairman | Current | Public company board leadership . |
| QMC Telecom | Director | Current | Private company director . |
| Banyan Software | Director | Current | Private company director . |
| Carillon Assisted Living | Director | Current | Private company director . |
| TTCER | Founding Principal | Current | Private investment partnership . |
| Compounding Labs | Co-Founder | Current | Investment collaboration (long-term consolidations) . |
| Publications/Media | Author/Host | N/A | Author of “The Outsiders”; host of 50X podcast . |
Board Governance
- Independence and expertise: Independent director; Board affirmed independence of all non-CEO directors; designated “audit committee financial expert” (with Lanigan and McGuire) .
- Current committee assignments (as of Mar 3, 2025): Audit (member), Compensation (member), ESCR (member) .
- Chair roles: Chairman of the Board from 2016 to Feb 2025; independent chair structure maintained with succession to Ian McGuire .
- Attendance/engagement: Attended 70% of total Board/committee meetings in 2024 due to health-related issues (others were 100%); in 2023 attended less than 75% for similar reasons but remained in regular contact and engaged on key matters -.
- Executive sessions: Presided at non-management executive sessions when present as Chair; otherwise rotated among committee chairs .
- Shareholder voting (2025): Re-elected with 126,622,598 For, 4,010,248 Against, 120,087 Abstain; Say-on-Pay approved (127,724,359 For, 2,837,879 Against, 190,695 Abstain) .
Fixed Compensation (Director)
| Year/Element | Amount/Detail |
|---|---|
| Fees Earned or Paid in Cash (2024) | $115,000 . |
| Stock Awards (2024) | $400,014 (Chair equity RSUs) . |
| Options in Lieu of Cash (2024) | Elected 11,058 options in lieu of cash (no DSUs) . |
| Total (2024) | $515,014 . |
| Standard Non-Employee Director Program (2024–2025) | Board retainer $90,000; Chair retainer $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 . |
Notes:
- Directors may elect DSUs or nonqualified stock options in lieu of cash fees; stock awards are RSUs that vest at next annual meeting or one year; change-in-control/death/disability accelerations as disclosed - -.
Performance Compensation (Director)
| Component | Structure | Metrics/Terms |
|---|---|---|
| Annual Equity (RSUs) | $400k for Chair; $180k for non-Chair (2024 program) | Time-based vesting until next annual meeting or 1 year; no performance metrics; dividend equivalents accrue; accelerates on death/disability/CIC -. |
| Options (elective in lieu of cash) | 10-year options at grant-date close; vest by next annual meeting or 1 year | No performance conditions; accelerates on death/disability/CIC; subject to forfeiture for cause . |
Historical elections (signal on risk appetite/alignment):
- Options elected in lieu of cash: 14,476 (2023); 11,058 (2024) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee/Interlock Notes |
|---|---|---|---|
| Perimeter Solutions (PRM) | Public | Co-Chairman | No CNX-related related-party transactions disclosed; independence at CNX affirmed -. |
| QMC Telecom | Private | Director | None disclosed . |
| Banyan Software | Private | Director | None disclosed . |
| Carillon Assisted Living | Private | Director | None disclosed . |
Expertise & Qualifications
- Capital allocation and board leadership (nearly 30 years investing/board roles; search fund pioneer) .
- Audit/financial expertise (SEC “audit committee financial expert”) .
- Governance and compensation experience (CNX Compensation Committee member) .
- Author of The Outsiders; recognized for rational capital allocation frameworks .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 584,146 shares; includes 35,000 shares in a trust for his children; may be deemed beneficial interest in additional 50,000 shares via contractual arrangement . |
| Derivative/deferral positions (within 60 days) | Options exercisable: 161,858; Deferred RSUs: 249,602; DSUs: 2,100 . |
| Ownership guidelines | Directors required to hold 5x annual cash retainer (excl. options); all directors achieved guidelines as of Dec 31, 2024 . |
| Hedging/pledging | Insider Trading Policy prohibits hedging/pledging by directors (limited ordinary-course brokerage security interests may exist) . |
Governance Assessment
-
Strengths
- Independent, financially sophisticated director; designated audit committee financial expert; long-tenured capital allocator and former Chair with track record of driving CNX’s capital allocation discipline and structural moves (coal spin, midstream integration, FCF/share roadmap) .
- High ownership and multiple forms of equity exposure (options/RSUs/DSUs) with director ownership guideline fully met—alignment positive .
-
Shareholder signals
- Strong re-election support in 2025 (126.6M For vs. 4.0M Against) and Say-on-Pay approval (127.7M For), suggesting overall investor confidence in Board oversight/comp practices .
- 2024 Say-on-Pay: approx. 84% approval, indicating continued support trajectory .
-
RED FLAGS / Watch items
- Attendance below the typical 75% threshold for two consecutive years: less than 75% in 2023; 70% in 2024 due to health-related issues—Board disclosed ongoing engagement despite constraints. Proxy advisory firms often flag sub-75% attendance; continued improvement should be monitored - .
- Options elected in lieu of cash retainers (2023 and 2024). While modest, option elections increase leverage to stock price; not inherently problematic but worth noting in alignment/risk profile review .
-
Conflicts/Related-party exposure
- Board affirmatively determined independence; Related Person Transaction Policy in place; no related-person transactions involving Thorndike disclosed in proxy -.
Board/Committee Snapshot (as of Mar 3, 2025)
| Attribute | Status |
|---|---|
| Independence | Independent . |
| Committees | Audit (member), Compensation (member), ESCR (member) . |
| Audit committee financial expert | Yes (with Lanigan and McGuire) . |
| Years on Board | Director since 2014; Chair 2016–Feb 2025 . |
| 2024 Attendance | 70% (health-related) . |
Director Compensation Detail (2024)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $115,000 . |
| Stock Awards (RSUs) | $400,014 . |
| Option Awards | — (but elected 11,058 options in lieu of cash fees) . |
| Total | $515,014 . |
2025 Annual Meeting Voting (selected items)
| Proposal/Director | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| William N. Thorndike, Jr. (Director) | 126,622,598 | 4,010,248 | 120,087 | 8,740,765 |
| Say-on-Pay (Advisory) | 127,724,359 | 2,837,879 | 190,695 | 8,740,765 |
| Auditor Ratification (EY, FY2025) | 138,836,415 | 550,100 | 107,183 | — |
Compensation Structure Reference (Board Year May 2024–May 2025)
| Element | Dollar Value |
|---|---|
| Chair Retainer | $100,000 |
| Board Retainer (non-Chair) | $90,000 |
| Audit Chair Retainer | $30,000 |
| Comp/NCG/ESCR Chair Retainer | $20,000 |
| Audit Member Retainer | $10,000 |
| Comp/NCG Member Retainer | $5,000 |
| Annual Equity (RSUs) | $180,000 |
| Chair Equity (RSUs) | $400,000 |
Related-Party, Hedging, Pledging, Ownership Guidelines
- Related person transaction policy requires CFO/GC review and Audit Committee approval; ongoing oversight for any approved transactions .
- Insider Trading Policy prohibits hedging/pledging by directors; only ordinary-course brokerage security interests may exist .
- Director stock ownership guideline: 5x annual cash retainer; all directors compliant as of Dec 31, 2024 .
Summary View for Investors
- Thorndike brings deep capital allocation and governance experience and remains independent with audit financial expert designation—positive for board effectiveness .
- Ownership alignment is strong; director compensation structure is standard and below peer medians for the Board overall; option-in-lieu elections are modest but increase leverage slightly .
- Attendance shortfall in 2023–2024 is the principal governance risk—flag and monitor 2025+ attendance; 2025 re-election and Say-on-Pay results indicate current investor confidence - .