Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
CONSOL Energy Inc. (the “Company,” “we,” “us,” “our”) issued a press release on
January 23, 2023, announcing that on January 19, 2023, the Board of Directors of
the Company appointed Mitesh Thakkar, age 44, to the position of President and
Chief Financial Officer. Mr. Thakkar has served as the Company’s Chief Financial
Officer since June 15, 2020, and was the interim Chief Financial Officer from
January 1 to June 15, 2020. Mr. Thakkar also served as the interim Chief
Financial Officer of the Company’s subsidiary, CONSOL Coal Resources GP LLC (the
“General Partner”) from January 1, 2020 and was appointed by the Board of
Directors of the General Partner to be its Chief Financial Officer on June 15,
2020. In addition to his current responsibilities as the Company’s Chief
Financial Officer, Mr. Thakkar will also be responsible for Strategy and
Business Development, Environment and Sustainability, and Sales and Marketing.
Mr. Thakkar will continue to report to Mr. Brock, the Company’s Chief Executive
Officer, in his new role.
In connection with Mr. Thakkar’s appointment as the Company’s President in
addition to his role as Chief Financial Officer, based on a recommendation and
market benchmark data prepared by Mercer, the Company’s Compensation Committee
approved a new compensation package for Mr. Thakkar to increase his base salary
by $115,000 to $600,000, his target short-term incentive compensation
opportunity by $309,000 to $600,000, and his long-term incentive compensation
opportunity by $472,500 to $1,200,000. The combined effect of these increases
results in an increase in his revised target total direct compensation
opportunity by $896,500 to $2,400,000, a majority of which is performance-based.
There is no arrangement or understanding, between Mr. Thakkar and any other
person pursuant to which Mr. Thakkar has been appointed as President of the
Company, and there is no family relationship between Mr. Thakkar and any of the
Company’s directors or executive officers. Mr. Thakkar has no direct or indirect
interest in any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD
The Company’s press release on January 23, 2023, also included disclosure of a
financial accomplishment achieved during the fourth quarter of 2022, indicating
that the Company’s outstanding net debt has been reduced by 83% at the end of
fourth quarter of 2022 since the end of the fourth quarter of 2019. The Company
also announced that the Company’s board has approved capital expenditures of
$28 million for 2023-2026, including $9.5 million in 2023, to advance the
Company’s sustainability goals by mitigating methane emissions from the
Company’s mines. A copy of the press release is attached to this Form 8-K as
The information set forth in this Item 7.01 and the attached Exhibit 99.1 shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit 99.1 Press release of CONSOL Energy Inc. dated January 23, 2023 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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