NYSECNX $14.20 -0.36 About Us » Corporate Governance » Board of Directors Board of Directors CNX is governed by a Board of Directors of six members, all of whom are independent under New York Stock Exchange rules, other than Mr. Deluliis. William N. Thorndike, Jr. Chairman of the Board, age 58 William N. Thorndike, Jr. joined the CNX Board in October 2014. Mr. Thorndike was named our Chairman on May 11, 2016. He currently serves as a member of the Audit Committee, Compensation Committee and ESCR Committee. He founded Housatonic Partners, a private equity firm, in Boston, Massachusetts, in 1994 and has been a Managing Director since that time. Prior to founding Housatonic Partners, Mr. Thorndike worked with T. Rowe Price Associates, a global asset management firm, and Walker & Company, a publishing company, where he was named to the Board of Directors. Mr. Thorndike has served as a director of over 30 companies since founding Housatonic Partners. He is currently a director of Carillon Assisted Living, LLC; Lincoln Peak Holdings, LLC; OASIS Group Ltd.; QMC International, LLC; and Zirco DATA. He also serves as a Trustee of Stanford Business School Trust, and WGBH, a public broadcaster serving southern New England, and is the Chair of the Board of Trustees of the College of the Atlantic. Mr. Thorndike is the author of “The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success.” Mr. Thorndike brings over 20 years of investment and board experience to the CNX Board. He has extensive leadership experience in evaluating strategic alternatives and helping to build value for shareholders across a variety of industries. He has a breadth of financial, strategic and human resource knowledge with specific expertise in the areas of capital allocation and compensation. Nicholas J. DeIuliis President, Chief Executive Officer and Director, age 53 Nicholas J. DeIuliis has served as a Director and the Chief Executive Officer of CNX Resources Corporation since May 7, 2014. He was appointed President of the Company on February 23, 2011. Including the period prior to the separation of CONSOL Energy Inc. into two separate companies, Mr. DeIuliis has more than 30 years of experience with the Company and in that time has held the positions of President and Chief Executive Officer, Chief Operating Officer, Senior Vice President - Strategic Planning, and earlier in his career various engineering positions. He was a Director, President and Chief Executive Officer of CNX Gas Corporation from its creation in 2005 through 2009. Mr. DeIuliis is a registered engineer in the Commonwealth of Pennsylvania and a member of the Pennsylvania bar. As our current President and Chief Executive Officer, Mr. DeIuliis has a unique and in-depth understanding of our business with over 25 years of experience with CNX. He provides our Board with direct operational insight through his leadership in the development and execution of our strategic priorities, and his understanding of our business, including the challenges and material risks facing the Corporation. J. Palmer Clarkson Director, age 64 J. Palmer Clarkson joined the CNX Board in May 2017. He is the founder and, since 1992, the President and Chief Executive Officer of Bridgestone HosePower, LLC, previously Hosepower, the largest U.S. based service provider of hydraulic and industrial hoses used in construction machinery, mining, oil field equipment and factories. Mr. Clarkson currently serves as Chairman of the ESCR Committee and as a member of the Compensation Committee and NCG Committee. Mr. Clarkson currently sits on the Board of Directors at Bridgestone HosePower, LLC, Hawkson Properties, Inc., Bridgestone Industrial Products Group – Japan and Enerpac. Mr. Clarkson previously served as the President and Chief Executive Officer of Anchor Coupling Company from 1987 to 1992. He also sits on the boards of several nonprofit organizations. Mr. Clarkson brings over 32 years of hands-on experience as an entrepreneur, business builder and manager to our Board. He has extensive experience in accounting, finance and operations, with a proven leadership track record. Maureen E. Lally-Green Director, age 71 Maureen E. Lally-Green joined the CNX Board in June 2013. Ms. Lally-Green currently serves as Chair of the NCG Committee and a member of the Compensation Committee and ESCR Committee. Ms. Lally-Green served as the Dean of Duquesne University School of Law (as of July 1, 2016) until her retirement (June 30, 2019). She is presently an Adjunct Professor of Law at Duquesne. She has served on the board of Federated Mutual Fund Complex since August 2009 and was appointed to serve on its audit committee in May 2013. Ms. Lally-Green has served in various legal and business roles and directorship positions throughout her career. She previously served as Associate General Secretary, Diocese of Pittsburgh (retired August 2015) and as a member of the Superior Court of Pennsylvania (retired 2009). She is also a member of the Board of Continuing Judicial Education of the Pa. Supreme Court. As of January 2, 2020, she was appointed by the Pa. Supreme Court as a member of the Appellate Courts Procedural Rules Committee. Ms. Lally-Green also has held the positions of: Director, Auberle; Director, Ireland Institute of Pittsburgh; Director, Saint Thomas More Society; Director, Epilepsy Foundation of Western and Central Pennsylvania; Director, Pennsylvania Bar Institute; Director and Chair, North Catholic High School, Inc.; Director and Chair, Catholic High Schools of the Diocese of Pittsburgh, Inc.; and Director, Saint Vincent College. Ms. Lally-Green brings over 40 years of legal experience to our Board that includes a diversity of experience while serving as a Judge on the Superior Court of Pennsylvania State (a statewide appellate court), her service with a major corporation and the federal government, her activities in the state-wide and local legal communities and her experience with, among other things, corporate governance due to her service on a number of boards of non-profit entities and the for-profit Federated Mutual Fund Complex. Bernard Lanigan, Jr. Director, age 73 Bernard Lanigan, Jr. joined the CNX Board in May 2016. Mr. Lanigan currently serves as Chair of the Audit Committee and as a member of the ESCR Committee and NCG Committee. He co-founded and has served as Chairman and Chief Executive Officer of Southeast Asset Advisors, Inc., an investment advisor and wealth management company, since 1991. He also co-founded and has served as Chairman of Lanigan & Associates, P.C., a certified public accounting and consulting firm, since 1974. He also serves on the boards of nonpublic companies and various endowments and private foundations. Previously, Mr. Lanigan served on the boards of directors of Texas Industries, Inc., a producer of cement, aggregates, sand and consumer building products, Rayonier, Inc., a company focused on sustainable forests, Lykes Bros., Inc., a land and agricultural company, and Ruby Tuesday, Inc., a national restaurant chain. Mr. Lanigan brings over 40 years of leadership experience with large, complex and diverse organizations to our Board. He has been a certified public accountant for more than 40 years and has over 35 years of experience in financial, tax, accounting, investment advising, capital allocation, strategic consulting, risk assessment, valuations and mergers and acquisitions matters, including as both advisor and principal in a variety of industries including energy. Ian McGuire Director, age 42 Ian McGuire joined the CNX Board in July 2019. He currently serves as Chair of the Compensation Committee and as a member of the Audit Committee and ESCR Committee. In 2018, he founded Tempus Partners, an investment firm, where he has since served as an investment partner. Prior to founding Tempus Partners, Mr. McGuire was an investment partner at SPO Partners & Co., an investment firm, where he was part of a small investment team that had responsibilities for all aspects of the firm’s portfolio investments. Prior to working at SPO Partners & Co., Mr. McGuire was an investment banker in Goldman Sachs’ natural resources group. Cumulatively, Mr. McGuire has over 16 years of investment banking experience, with an emphasis in the energy and natural resources sectors. Mr. McGuire received his B.A. from Middlebury College and his M.B.A. from Stanford Graduate School of Business. Having founded Tempus Partners, an investment firm, and served as an investment partner at SPO and an investment banker with Goldman Sachs, Mr. McGuire provides our board with substantial insight into financial-related matters and the energy industry. Board Committees Our Board has four standing committees: Audit; Compensation; Environment, Safety and Corporate Responsibility; and Nominating and Corporate Governance. For more information on our Board committee charters, click here. Director membership on our committees is as follows: Committee Memberships Name Age Director Since Occupation Independent AC CC NCG ESCR Nicholas J. Deluliis 53 2014 Chief Executive Officer, President and Director X J. Palmer Clarkson 64 2017 President and Chief Executive Officer of Bridgestone HosePower, LLC X X X C Maureen E. Lally-Green 72 2013 Former Judge—Superior Court of Pennsylvania X X C X Bernard Lanigan, Jr. 73 2016 Chairman and Chief Executive Officer of Southeast Asset Advisors, Inc. X C X X William N. Thorndike, Jr. 58 2014 Managing Director of Housatonic Partners X X X X Ian McGuire 43 2019 Founder of Tempus Partners X X C X 1 AC—Audit Committee, CC—Compensation Committee, ESCR—Environment, Safety and Corporate Responsibility Committee, NCG—Nominating and Corporate Governance Committee, C—Chair, X—Member For further information, including our directors’ other significant positions and commitments and nature of them; competencies as to economic, environmental and social impacts; membership in under-represented social groups; and stakeholder representation, please see CNX’s most recent Proxy Statement under the Financials section on our Investor Relations page. Oversight of Economic, Environmental and Social Performance The CNX Board committees are tasked with oversight responsibilities ranging from economic and financial matters relating to the business to the impact of CNX’s operations upon the environment and the communities in which we live and work. The Board and each Board committee receives information and training from CNX's senior management team to further develop and enhance theBoard’s collective knowledge of economic, environmental and social topics. The Board and certain Board committees have authority to delegate their authority to senior executives and other employees including economic, environmental and social topics relevant to CNX, to the extent permitted by law and our corporate governance documents. Board’s Role In Risk Management Our management team is responsible for the management and assessment of risk at CNX and communicating those risks to our Board. Through regular presentations to the Board and the appropriate committees (as determined by the subject matter of the particular risk), which occur at least quarterly, management identifies and discusses material risks affecting the Company and our business, including reviewing economic, environmental and social matters. Under our Corporate Governance Guidelines, the Board is charged with assessing major risks facing the Company and reviewing options for their mitigation with the assistance of the various committees. Even when a risk has been delegated to a particular committee, the Board as a whole continues to monitor such risk through its receipt and review of reports by the respective committees at each regularly scheduled Board meeting. To assist in the identification and management of risk, the Board and senior management regularly consult with shareholders and other stakeholders to identify issues. The Audit Committee assists the Board in its general oversight of, among other things, CNX's policies, guidelines and related practices regarding risk assessment and risk management, including the risk of fraud. As part of this endeavor, the Audit Committee reviews and assesses the Company’s major financial, legal and similar risk exposures and the steps that management has taken to monitor and control such exposures. The Audit Committee also reviews and assesses the quality and integrity of CNX's public reporting, the Company’s compliance with legal and regulatory requirements, the performance and independence of the company’s independent auditors, the performance of the internal audit department, the effectiveness of CNX's disclosure controls and procedures, and the adequacy and effectiveness of the Company’s risk management policies and related practices. Our Environmental, Safety and Corporate Responsibility Committee addresses various topics associated with the environment, safety and corporate responsibility. This committee reviews (i) any material compliance issues with health, safety and environmental laws, (ii) any material pending or threatened administrative, regulatory or judicial proceedings regarding health, safety or environmental matters, (iii) management’s response to the foregoing matters and (iv) issues of corporate responsibility and security (including cybersecurity). Our Nominating and Corporate Governance Committee addresses risks associated with our management structure by reviewing, among other matters, the qualifications and backgrounds of our directors on an annual basis to ensure that our Board is composed of individuals who are capable of providing appropriate oversight to our executive management team. Finally, our Compensation Committee reviews and comments on our succession planning and assesses whether our compensation policies and practices incentivize excessive risk-taking. Communications With The Board of Directors To communicate critical concerns, including those relating to economic, environmental and social topics, to the board, interested persons may do so by writing to the Board, to the attention of the Corporate Secretary at CNX Resources Corporation, 1000 CONSOL Energy Drive, Canonsburg, PA 15317, or by sending an e-mail to directors@cnx.com. The Corporate Secretary will relay all such communications to the Board in its entirety or to individual directors (as appropriate) at the next regularly scheduled Board meeting (or earlier if necessary) except for spam, junk mail, mass mailings, solicitations, resumes, job inquiries or other matters unrelated to CNX. Communications that are intended specifically for the Chairman or the independent directors are to be sent to the street address or e-mail address noted above, to the attention of the Chairman or the independent directors, as intended. 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