Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Operating Officer
Effective November 17, 2022, Mr. Chad Griffith will no longer serve as the Chief
Operating Officer ("COO") of CNX Resources Corporation ("CNX" or the "Company").
Also effective, November 17, 2022, Mr. Navneet Behl will assume the role of COO
of CNX left vacant by Mr. Griffith's departure. In his role as COO, Mr. Behl
will be responsible for daily management of the Company's asset base and safe,
compliant, and effective execution of its operational plan.
Immediately prior to his appointment as COO, Mr. Behl, age 50, held the role of
Vice President - Engineering at CNX, a role which he assumed upon joining the
Company in 2022. Before joining CNX, since 2019 Mr. Behl served as the CEO and
co-founder of OilRox Resources. From 2014 to 2019, Mr. Behl was Vice President
of Operations for Apache Corp. Earlier in his career, Mr. Behl held various
engineering and business management roles at EOG Resources and Schlumberger.
Throughout his career, Mr. Behl has established a track record of building
effective teams and successfully developing new shale plays. Mr. Behl holds a
Bachelor of Technology in Petroleum Engineering from the Indian School of Mines,
a Master of Science in Engineering from the University of Texas at Austin and
received his Executive MBA from the MIT Sloan School of Management.
As a result of his appointment as COO, effective November 17, 2022, Mr. Behl
will be entitled to a base salary of $330,000 (prorated for the remainder of
2022), a target short-term incentive compensation ("STIC") opportunity of 60% of
his base salary, or $198,000, pursuant to the Company's Executive Annual
Incentive Plan for 2022 (prorated for the remainder of 2022), and in 2023, a
target long-term incentive compensation ("LTIC") opportunity of $1,600,000. Mr.
Behl's STIC and LTIC payouts will be based on the achievement of the Company's
performance objectives as approved by the Company's Compensation Committee of
the Board of Directors. In addition, the Company has waived a 24-month clawback
right associated with two prior restricted stock unit grants, having a grant
date value of $125,000 and $325,000, respectively, made to Mr. Behl on September
1, 2022 upon his appointment as Vice President - Engineering of CNX, and has
also waived the required achievement of certain performance metrics associated
with the latter grant. Vesting of these grants remains subject to continuous
employment requirements and the terms of the Company's Executive Incentive Plan
and the applicable equity award agreement.
There are no arrangements or understandings between Mr. Behl and any other
persons pursuant to which Mr. Behl was named COO of the Company. Mr. Behl does
not have a family relationship with any of the Company's directors or executive
officers or any persons nominated or chosen by the Company to become a director
or executive officer. Mr. Behl does not have any direct or indirect material
interest in any transaction or proposed transaction required to be reported
under Item 404(a) of Regulation S-K
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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