|
RELATED PERSON
TRANSACTION POLICY
AND PROCEDURES AND RELATED
PERSON TRANSACTIONS
|
Our Board adopted a written Related Person Transaction Policy and Procedures providing for the review and approval or ratification of related person
transactions with directors, nominees for director and executive officers and certain of their family members (the related persons). A copy of the policy is available on our website at www.consolenergy.com.
Under the policy, prior to entering into a potential related person transaction (which generally is a transaction in excess of $120,000 involving CEIX
and a related person), the director, director nominee or executive officer must notify our Chief Financial Officer and General Counsel of the material facts regarding the transaction. If our Chief Financial Officer and General Counsel determine that
the proposed transaction is in fact a related person transaction, the details of the transaction are presented to our Audit Committee (or if it is not practicable or desirable to wait until the next Audit Committee meeting, to the Chair of the Audit
Committee) for approval. The Audit Committee or its Chair, as applicable, will consider all relevant facts and circumstances available, including the terms of the transaction and terms that would be available to unrelated parties, the benefits to
the company, and, if the transaction involves an independent director, any impact the transaction would have on such directors independence. The Audit Committee or its Chair, as applicable, will also inform our Nominating and Corporate
Governance Committee of any related person transactions involving directors or nominees. Since the SECs related person rules also apply to directors and executive officers family members, as well as entities in which they may be
deemed to have an indirect material interest, it is possible that related person transactions could occur without a director or executive officer being aware of them and seeking approval in accordance with the policy. When we become aware of a
related person transaction that has not been previously approved, the policy provides that the details of the transaction will be presented to our Audit Committee or its Chair, as applicable, for ratification or other action. Our Audit Committee
also reviews, on an annual basis, ongoing related person transactions having a remaining term of more than six months or that are in excess of $120,000. We also require that officers and directors complete annual director and officer questionnaires
and adhere to written codes of business conduct and ethics regarding various topics, including conflicts of interest, the receipt of gifts, service in outside organizations, political activity and corporate opportunities. Officers and directors must
certify compliance with these codes in writing each year.
No reportable transactions existed during 2019, and there are currently no such proposed
transactions, except as described below.
McCaffrey Separation Agreement
On August 6, 2020, James J. McCaffrey, the Companys former Chief Commercial Officer, notified the Company of his intent to retire from his
positions with the Company, effective as of October 1, 2020 (the Retirement Date). Also on August 6, 2020, Mr. McCaffrey entered into an Agreement (the Separation Agreement) with CONSOL Mining Company LLC
(CONSOL Mining), an indirect, wholly-owned subsidiary of the Company pursuant to which Mr. McCaffrey and CONSOL Mining agreed to certain terms relating to his Retirement. Specifically, the Separation Agreement provides that
Mr. McCaffrey will serve as a consultant to CONSOL Mining for a period of six (6) months commencing on the Retirement Date and ending March 31, 2021 (the Consulting Period). During the Consulting Period, CONSOL Mining will
pay Mr. McCaffrey (a) a monthly fee of $33,000 for the first three (3) months and (b) a monthly fee of $11,520 for the last three (3) months with the requirement that he work no more than sixty (60) hours per
month.
Relationship with CONSOL Coal Resources LP (CCR)
On December 30, 2020, pursuant to the terms of that certain Agreement and Plan of Merger by and among the Company, Transformer LP Holdings Inc.,
Transformer Merger Sub LLC, CONSOL Coal Resources GP LLC (the General Partner) and CONSOL Coal Resources LP (CCR) dated as of October 22, 2020 (the Merger Agreement), we completed the acquisition of all of the
outstanding common units of CCR and CCR became our indirect wholly owned subsidiary (the CCR Merger). Pursuant to the Merger Agreement, at the closing of the CCR
|
|
|
|
|
|
|
2021 Proxy Statement
|
|
49
|