17/03/2022 - CONSOL Energy Inc.: CEIX 2022 Proxy Report and Card

On behalf of the entire Board of Directors of CONSOL Energy Inc. ("CEIX"), we invite you to attend CEIX's fifth Annual Meeting of Stockholders. The Annual Meeting will be held solely via live webcast at www.virtualshareholdermeeting.com/ CEIX2022 on April 26, 2022, at 9:00 a.m. Eastern Time.

You will be asked to vote on the following items for the Annual Meeting: (i) the election of our directors, (ii) ratification of the appointment of our independent registered public accounting firm, and (iii) advisory approval of our 2021 executive compensation program. Detailed information about the director nominees, including their specific experience and qualifications, begins on page 12 of the proxy statement. Information about our independent registered public accounting firm begins on page 17 of the proxy statement. Our Compensation Discussion and Analysis, which explains our 2021 compensation decisions, begins on page 23 of the proxy statement. We encourage you to read the proxy statement carefully for more information.

During 2021, we took advantage of improving market conditions and resurgent domestic and global economies to achieve strong results and position ourselves for the future. At our flagship Pennsylvania Mining Complex (PAMC), we grew our PAMC coal revenue to $1,085 million for the year ended December 31, 2021 from $771 million for the year ended December 31, 2020. We also grew PAMC production from 18.8 million tons in 2020 to 23.9 million tons in 2021, improved our average revenue per ton sold from $41.31 in 2020 to $45.75 in 2021, and, although our total costs and expenses increased to $1,224 million from $1,031 million for the year ended December 31, 2021 compared to the year ended December 31, 2020, we reduced our cash cost of coal sold per ton* from $29.12 in 2020 to $28.25 in 2021, all while successfully managing inflationary pressures and the continued impacts of COVID-19 on our workforce, supply chain, and logistics partners. As a result, we were able to grow our PAMC average cash margin per ton sold* to $17.50 in 2021 from $12.19 in 2020, a 44% year-on-year increase. Moreover, we achieved these results while continuing to diversify our sales portfolio into export and non-power generation markets. During 2021, we exported a record 11 million tons from the PAMC, representing 47% of our total tons sold, and we placed approximately 37% of our total sales tons into industrial and metallurgical markets, which benefit from the characteristics of our high- quality PAMC product. This was enabled, in part, by our wholly-owned CONSOL Marine Terminal (CMT), which continued to serve as our strategic gateway to the seaborne market and achieved its second-highest throughput year on record and generated $32 million of net income and $43 million Adjusted EBITDA* attributable to the CMT segment for the year ended December 31, 2021. All of this was accomplished while maintaining a Total Recordable Incident Rate 54% lower than the national average for underground bituminous coal mines at the PAMC (based on preliminary Mine Safety and Health Administration (MSHA) data) and achieving another year of zero safety exceptions at the CMT.

Our financial performance reflected these strong operating and sales results, as we generated $306 million of net cash provided by operating activities and $186 million of free cash flow*. We also have reduced our total debt in every year since we were spun off as an independent publicly- traded company in 2017. While executing our de-levering goals, we have simultaneously capitalized on opportunities to access alternative sources of financing and capture the arbitrage versus our existing debt. Case in point, we raised $75 million in the tax-exempt municipal bond market in 2021, while also making payments of $101 million to reduce consolidated

William P. Powell

Chair of the Board

indebtedness, including $17 million toward our higher-interest second lien notes. Our operating and financial performance continued to create value for CEIX stockholders, and our share price appreciated by more than 200% during the year. We see strong fundamentals carrying into 2022, and we stand near fully-contracted for 2022 PAMC sales at anticipated realizations that are substantially improved compared to our 2021 results.

Our continued success and positive near-term outlook have allowed us to make meaningful investments in our future. Chief among these is our Itmann mine project, which we reaccelerated in 2021. We are now on track to complete the relocation of a state-of-the-art preparation plant to the Itmann site and ramp up the mine to full production during the second half of 2022. Once operating at full capacity, we expect the mine and preparation plant to produce approximately 900,000 tons annually of high- quality low-vol metallurgical coal for sale in the domestic and international markets, with a cost structure that will allow it to generate meaningful cash flow across a wide range of market conditions. We also are investing in the development of a fifth longwall at the PAMC, which is targeted for completion by the end of 2022 and will improve our production optionality, including the opportunity to rapidly add incremental production in strong markets such as those we are currently experiencing.

Coal remains the largest source of electricity and the second-largest source of primary energy globally, and looking ahead, we believe society will continue to rely on coal as a critical resource for electricity, infrastructure, and basic human needs as the energy transition plays out in the coming decades. Given this outlook, our goal is to lead the industry as a socially and environmentally responsible coal supplier, while continuing to sustainably grow and diversify our company. To that end, we expect to be releasing our fifth annual Corporate Sustainability Report in May, and we are proud to be among the first pure play coal companies to set greenhouse gas emission reduction targets. These include achieving a 50% reduction in our direct operating emissions by 2026 and achieving net zero emissions by 2040. Innovation will be paramount for realizing our financial, strategic, and ESG goals, and we continue to invest in a portfolio of new technologies, such as advanced carbon materials, waste coal utilization, and greenhouse gas emission reduction technologies, that are aligned with our priorities. We look forward to continuing to achieve Forward Progress in creating sustainable value for our stockholders in 2022 and beyond.

Finally, we remain committed to promoting diversity throughout our organization. Our Board believes in the value of diversity, has adopted a diversity policy relating to board membership and emphasizes the importance of diversity within our board when considering succession planning. Our Board likewise continues to promote diversity throughout our workforce by, among other things, ensuring that we have a diverse executive management team.

We are making our proxy materials for the Annual Meeting available to you via the Internet. We hope that this offers you convenience while allowing us to reduce the number of copies that we print.

Your vote is important to us. We hope that you will participate in the Annual Meeting, either by attending and voting at the meeting or by voting as promptly as possible through the Internet, by telephone or by completing and mailing a proxy card (following the process as further described in the proxy statement). Detailed instructions on "How to Vote" begin on page 9.

Thank you for your investment in CEIX, and we hope you will be able to join us at this year's Annual Meeting.

Sincerely,

James A. Brock

President & CEO

DATE:

TIME:

PLACE:

AGENDA:

RECORD DATE:

April 26, 2022

9:00 a.m. Eastern Time

Solely via live webcast at www.virtualshareholdermeeting.com/CEIX2022 (the "CEIX Meeting Website")

1. Elect directors for a one-year term;
2. Ratify the appointment of Ernst & Young LLP as CEIX's independent registered public accounting firm for the fiscal year ending December 31, 2022;
3. Approve, on an advisory basis, the compensation paid to our named executive officers in 2021, as reported in this Proxy Statement;
4. Transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting.

By resolution of the Board of Directors, we have fixed the close of business on March 4, 2022 as the record date for determining the stockholders of CEIX entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

Proxy Summary	1
Information About the Annual Meeting	7
Proposal No. 1-Election of Directors	12
Biographies of Director Nominees	13
Proposal No. 2-Ratification of Appointment of
Independent Registered Public Accounting Firm	16
Audit Committee and Audit Fees	17
Audit Committee Report	17
Independent Registered Public Accounting Firm	18
Proposal No. 3-Advisory Approval of Executive
Compensation	19
Executive Officers	20
Executive Compensation Information	22
Compensation Discussion and Analysis	23
Compensation Committee Report	37
Summary Compensation Table	37
Grants of Plan-Based Awards - 2021	38
Understanding our Summary Compensation and
Grants of Plan-Based Awards Tables	39

Outstanding Equity Awards at Fiscal Year-End for
CEIX - 2021	40
Stock Vested Table - 2021	40
Pension Benefits Table - 2021	41
Understanding Our Pension Benefits Table	41
Potential Payments Upon Termination or Change in
Control Tables	43
Understanding Our Change in Control and
Employment Termination Tables and Information	47
Human Capital Management	51
Pay Ratio Disclosure	51
Securities Authorized for Issuance under the
CONSOL Energy Inc. Equity Compensation Plan	52

Board of Directors and Compensation Information	53
Board of Directors and its Committees	53
Director Compensation Table-2021	60
Understanding Our Director Compensation Table	61
Beneficial Ownership of Securities	62
Related Person Transaction Policy and
Procedures and Related Person Transactions	64
Additional Matters	65
Appendix A-Reconciliation of Non-GAAP
Measures	A-1

Item

1

2

3

Proposal	Board	Page
Recommendation
Election of Directors	FOR EACH	12
The election of director nominees for a one-year term ending in 2023.	NOMINEE
Ratification of Appointment of Ernst & Young LLP
The Audit Committee appointed Ernst & Young LLP as CEIX's independent		16
registered public accounting firm for fiscal year 2022. As a matter of good	FOR
corporate governance, stockholders are being asked to ratify the Audit
Committee's appointment of the independent registered public accounting firm.
Advisory Approval of 2021 Named Executive Officers' Compensation
Stockholders are being asked to approve, on an advisory basis, the compensation
paid to CEIX's named executive officers in 2021. CEIX's executive compensation	FOR	19
programs are designed to create a direct linkage between stockholder interests

and management with incentives specifically tailored to the achievement of financial, operational and stock performance goals.