CNX Resources Corp 8-K

What Happened
CNX Resources announced that Alan Shepard began serving as President and Chief Executive Officer and joined the Board, and Everett Good began serving as Chief Financial Officer, effective January 1, 2026. On December 31, 2025, the Board approved compensation and change-in-control/severance arrangements for both executives that take effect as of the Appointment Date.

Key Details

• Alan Shepard: base salary $600,000; annual short-term incentive target 120% of salary ($720,000 target); annual long-term equity target grant value $3,000,000 beginning in 2026. Shepard will enter a revised change-in-control (CIC) agreement providing, for qualifying terminations, cash severance equal to 2.5x base salary plus short-term incentive, pro‑rata incentive for the year, 30 months continued health coverage, 30 months of credited post‑retirement medical/dental eligibility, cash in lieu of 30 months 401(k) matches, cash equal to 30 months of pension benefits (if applicable), $25,000 outplacement, vested pay, and accelerated equity vesting (as applicable). Payments are subject to a Section 280G excess parachute cutback and execution/non‑revocation of a release.
• Everett Good: base salary $310,000; annual short-term incentive target 60% of salary ($186,000 target); annual long-term equity target grant value $1,700,000 beginning in 2026. Special grant on Jan 5, 2026 of 191,667 target performance share units (0–50% earned based on absolute stock price performance through July 31, 2028, and 0–50% earned for Aug 1, 2028–July 31, 2030). Good will enter a standard CIC agreement providing cash severance equal to 1.5x base salary plus short-term incentive, pro‑rata incentive, 18 months continued health coverage, cash in lieu of 18 months 401(k) matches, cash equal to 18 months of pension benefits (if applicable), $25,000 outplacement, vested pay, and accelerated equity vesting (as applicable). CIC payments also include a Section 280G cutback and require a release.

Why It Matters
These appointments and disclosed pay packages set the compensation framework for CNX’s new CEO and CFO, including substantial long‑term equity incentives and severance protections that could affect future executive costs and potential payouts in a change‑of‑control scenario. Investors should note the confirmed effective date (Jan 1, 2026), the size of long‑term equity targets ($3.0M for the CEO; $1.7M for the CFO), and the structured CIC benefits that may influence governance and cash requirements if a triggering event occurs.