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CONSOL Energy Releases Annual Corporate Responsibility Report

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From the safety of our employees to the environment and communities in which we work and live, CONSOL Energy’s corporate responsibility efforts are rooted in our core values and woven throughout the fabric of our corporate culture.

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CONSOL Energy is governed by a Board of Directors of eleven members, all of whom are independent under New York Stock Exchange rules, other than Mr. Deluliis.

Nicholas J. DeIuliis

President, Chief Executive Officer and Director, age 49

Nicholas J. DeIuliis has more than 25 years of experience with the company and in that time has held positions of Chief Operating Officer, Senior Vice President of 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 was appointed a director and elected Chairman of the Board of the general partner of CNX Coal Resources, LP effective March 16, 2015. Mr. DeIuliis is a member of the board of directors of the University of Pittsburgh Cancer Institute, the Center for Responsible Shale Development, and the Allegheny Conference on Community Development. Mr. DeIuliis is a registered engineer in the Commonwealth of Pennsylvania, and a member of the Pennsylvania bar. He is also a member of the Pittsburgh Penguins Foundation.

Alvin R. Carpenter

Director, age 75

Alvin R. Carpenter joined the CONSOL Board in June 2013. Mr. Carpenter currently serves as Chairman of the Compensation Committee and a member of the Finance and Investment Committee and Health, Safety and Environmental Committee. He retired from CSX Corporation ("CSX"), a railroad company, in February 2001, where he had served as vice chairman from July 1999 until his retirement. From 1962 until February 2001, he held various positions with CSX, including president and chief executive officer of CSX Transportation, Inc. from 1992 to 1999 and executive vice president-sales and marketing of CSX Transportation, Inc. from 1989 to 1992. Mr. Carpenter served as a director of Stein Mart, Inc., a retail company, from 1996 to 2015, where he served as chairman of its compensation committee and as a member of the corporate governance committee. Mr. Carpenter served as a director of Regency Centers Corporation, an owner and developer of dominant, grocery-anchored retail centers, from 1993 until 2016, where he served as chairman of its nominating and corporate governance committee and as a member of its audit and compensation committees. He served as a director of Lender Processing Services, Inc. from 2009 until it was sold to Fidelity National Financial, Inc. on January 2, 2014, where he had served as its lead director, chairman of the corporate governance and nominating committee and as a member of the compensation committee. Additionally, he previously served on the boards of PSS World Medical, Inc., Barnett Bank, Inc., Nations Bank, American Heritage Life Insurance Company, Blue Cross & Blue Shield of Florida, One Valley Bancorp of West Virginia and Florida Rock Industries, Inc. He also chaired Governor Jeb Bush's Commission on Workers' Compensation Reform and served on Governor Bush's Advisory Council on Base Realignment and Closure.

J. Palmer Clarkson
 
Director, age 60
 
J. Palmer Clarkson is the founder of, and since 1992, has served as 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 sits on the Board of Directors at Bridgestone HosePower, LLC, Hawkson Properties, Inc., and Bridgestone Industrial Products Group – Japan. 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 non-profit organizations.
 
Mr. Clarkson brings over 31 years of hands-on experience as an entrepreneur, business builder and manager. He has extensive experience in accounting, finance, and operations, with a proven leadership track record.

William E. Davis

Director, age 75

William E. Davis joined the CONSOL Board in January 2004. He currently serves as Chairman of the Nominating and Corporate Governance Committee and as a member of the Audit Committee and Health, Safety and Environmental Committee. From November 2007 until December 2010, Mr. Davis was a director of AbitibiBowater Inc., which produces a broad range of forest products marketed around the world, and served on its governance, finance and audit committees. Mr. Davis was a director of Abitibi Consolidated Inc., which produced newsprint and commercial printing paper, from April 2003 to November 2007, and served on its audit and nominating and governance committees. Mr. Davis was also the chairman of the board of directors and chief executive officer of Niagara Mohawk Power Corporation, an electricity and natural gas utility located in upstate New York, from May 1993 to February 2002. Following the sale of Niagara Mohawk in February 2002, and until his retirement in April 2003, Mr. Davis served as chairman of National Grid USA and as an executive director of National Grid (UK), owner and operator of the electricity transmission network in England and Wales. He served as chairman and chief executive officer of the Metropolitan Development Foundation of Central New York until December 4, 2008.

Maureen E. Lally-Green

Director, age 67

Maureen E. Lally-Green joined the CONSOL Board in June 2013. Ms. Lally-Green currently serves as a member of the Nominating and Corporate Governance Committee and the Health, Safety and Environmental Committee. Ms. Lally-Green has been named the first female to serve as dean of Duquesne University School of Law effective July 1, 2017. Ms. Lally-Green had served as Interim Dean of the Duquesne University School of Law from July 1, 2016 until July 1, 2017, where she co-taught two courses. 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), a member of the Superior Court of Pennsylvania (retired 2009), and as a Professor of Law, Duquesne University School of Law, where she continues to teach in an adjunct capacity. Other relevant experience includes her service as a consultant to the Supreme Court of Pennsylvania, counsel in the law department at the former Westinghouse Electric Corporation and counsel at the Division of Trading and Markets and Enforcement at the Commodity Futures Trading Commission. She also holds the following positions: member, Pennsylvania State Board of Education; Director and Chair, UPMC Mercy Hospital; Regent, St. Vincent Seminary; Director and Vice Chair, Our Campaign for the Church Alive!, Inc.; Director, Saint Vincent College; and Director and Chair, Cardinal Wuerl North Catholic High School, Inc. 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; and Director and Chair, Catholic High Schools of the Diocese of Pittsburgh, Inc. She is a member, among others, of the Pennsylvania Bar Association and the Allegheny County Bar Association.

Bernard Lanigan, Jr.

Director, age 69

Bernard Lanigan, Jr. joined the CONSOL Board in May 2016. Mr. Lanigan currently serves as a member of the Audit Committee, the Finance and Investment Committee and the Health, Safety and Environmental Committee. He 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 founded and has served as Chairman of Lanigan & Associates, P.C., a certified public accounting and consulting firm, since 1974. Mr. Lanigan currently serves on the boards of directors of Ruby Tuesday, Inc. since 2011 and Rayonier Inc. since 2015, as well as various nonpublic companies, including Lykes Brothers, Inc. and various endowments and private foundations. Previously, Mr. Lanigan served on the board of directors of Texas Industries, Inc.

John T. Mills

Director, age 69

John T. Mills joined the CONSOL Board in March 2006. Mr. Mills currently serves as Chairman of the Audit Committee and as a member of the Compensation Committee and the Health, Safety and Environmental Committee. He serves on the board of directors of Cal Dive International Inc., a marine contractor providing manned diving, derrick, pipelay and pipe burial services to the offshore oil and natural gas industry, and serves as lead independent director, chairman of the audit committee, and a member of the compensation and corporate governance and nominating committees. From January 2008 through June 2010, Mr. Mills was a member of the board of directors and audit, conflicts and risk management committees of Regency GP, LLC, the general partner of Regency GP, LP, the general partner of Regency Energy Partners LP, a natural gas gathering, processing and transportation master limited partnership. Mr. Mills joined the board of directors of Horizon Offshore, Inc., a marine construction company, in June 2002 and served as the chairman of the board of directors from September 2004 until December 11, 2007, when Horizon Offshore, Inc. was acquired by Cal Dive International, Inc. Mr. Mills was the chief financial officer of Marathon Oil Corporation, an integrated energy company, from January 2002 until his retirement in December 2003. In 2011, Mr. Mills attended the Harvard Business School program "Making Corporate Boards More Effective."

Joseph Platt

Director, age 69

Joseph Platt joined the CONSOL Board in May 2016. Mr. Platt currently serves as a member of the Compensation Committee, the Finance and Investment Committee, and the Health, Safety and Environmental Committee. He is the general partner at Thorn Partners, LP, a family limited partnership, a position he has held since 1998. Mr. Platt’s career at Johnson and Higgins, a global insurance broker and employee benefits consultant (“J&H”), spanned 27 years until 1997, when J&H was sold to Marsh & McLennan Companies. At the time of the sale, Mr. Platt was an owner, director and executive vice president of J&H. Mr. Platt has served on the board of directors of Greenlight Capital Re, Ltd., a property and casualty reinsurer, since 2004 and has been its lead independent director since 2007, and also serves as an independent director of BlackRock’s Open End & Liquidity Funds and on the boards of various other nonpublic companies and not-for-profit institutions.

William P. Powell

Director, age 61

William P. Powell has served on the CONSOL Board since January 2004. He currently serves as Chairman of the Finance and Investment Committee and as a member of the Nominating and Corporate Governance Committee and the Health, Safety and Environmental Committee. Since 1993, Mr. Powell has also been a director of Cytec Industries, a global specialty chemicals and materials company, where he chairs the governance committee and has served on the audit committee. Until May 2007, Mr. Powell was a managing director of William Street Advisors, a New York City-based merchant banking boutique. Mr. Powell resigned from William Street Advisors to establish a family office, 535 Partners LLC, where he serves as managing partner. Prior to his time at William Street Advisors, he served as a Managing Director of UBS Warburg LLC and its predecessor, Dillon, Read & Co. Inc., since 1991.

Edwin S. Roberson

Director, age 72

Edwin S. Roberson joined the CONSOL Board in May 2016. Mr. Roberson currently serves as a member of the Audit Committee, the Nominating and Corporate Governance Committee, and the Health, Safety and Environmental Committee. He currently serves as Chief Executive Officer of Christ Community Health Services, a health system of eight clinics providing high quality healthcare to the underserved in the Memphis, Tennessee, community, a position he has held since 2014. Prior to that, Mr. Roberson served as Chief Executive Officer of various cancer research and biotech firms, and as President of Beacon Consulting, LLC, a business consulting firm, from 2006 to 2011. From 1991 to 2006, he worked at Conwood LLC, the nation’s second-largest manufacturer of smokeless tobacco products and a major seller and distributor of tobacco products manufactured by third parties, where he served in several roles, including Chief Financial Officer and, ultimately, President. After serving in the Army from 1969 to 1971, where he was awarded two Bronze Stars in Vietnam, Mr. Roberson began his professional career at KPMG, an international accounting and consulting firm, where he was a tax partner until 1991. Mr. Roberson also serves on the board of directors of Protea Biosciences, Inc. where he is chairman of the audit committee, and has served on the board of Paragon National Bank, where he was chairman of the audit committee. Mr. Roberson serves on the board of directors of Infocare, Inc. (US). Additionally, he also serves on the board of directors of several private corporations and currently serves or has served as a board member for a number of educational, religious, civic and charitable organizations, including Duke University Divinity School, the Boy Scouts of America, and Chairman of Methodist Le Bonheur Healthcare.

William N. Thorndike, Jr.

Director, age 53

William N. Thorndike, Jr. joined the CONSOL Board in October 2014. Mr. Thorndike was named our Chairman on May 11, 2016. He currently serves as a member of the Compensation Committee, the Finance and Investment Committee and the Health, Safety and Environmental 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 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."

Board Committees

Our Board has five standing committees: Compensation; Finance; Health, Safety and Environmental; and Nominating and Corporate Governance. For more information on our Board Committee charters, click here.

Director membership on our Committees is as follows:

Name Age Director Since Occupation Committee MembershipsIndependent AC CC HSE FC NCG
Nicholas J. Deluliis 49 2014 Chief Executive Officer,
President and Director
           
Alvin R. Carpenter 75 2013 Former Vice Chairman—CSX Corporation;
Director of Stein Mart, Inc.
X   C X X  
J. Palmer Clarkson 60 2017 President and Chief Executive Officer of Bridgestone HosePower, LLC X   X C X  
William E. Davis 75 2004 Former Chairman and Chief Executive Officer of Niagara Mohawk Power Corporation X X   X   X
Maureen E. Lally-Green 67 2013 Former Judge—Superior Court of Pennsylvania X   X X   C
Bernard Lanigan, Jr. 69 2016 Chairman and Chief Executive Officer of Southeast Asset Advisors, Inc. X X   X X  
John T. Mills 69 2006 Former Chief Financial Officer - Marathon Oil Corporatiion X C X X    
Joseph Platt 69 2016 General Partner, Thorn Partners, LP X   X X X  
William P. Powell 61 2004 Managing Partner of 535 Partners LLC X     X C X
Edwin S. Roberson 72 2016 Chief Executive Officer of Christ Community Health Services X X   X   X
William N. Thorndike, Jr. 53 2014 Managing Director of Housatonic Partners X   X X X  

AC—Audit Committee, CC—Compensation Committee, FC—Finance Committee, HSE—Health, Safety and Environmental 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 CONSOL Energy’s Proxy Statement for the 2017 Annual Meeting.

Oversight of Economic, Environmental, and Social Performance

CONSOL Energy’s Board Committees are tasked with oversight responsibilities ranging from economic and financial matters relating to the business to the impact of CONSOL Energy’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 CONSOL Energy’s senior management team to further develop and enhance the Board’s collective knowledge of economic, environmental and social topics. The Board and certain Board Committees have authority to delegate its authority to senior executives and other employees including economic, environmental and social topics relevant to CONSOL Energy, 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 CONSOL Energy 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. In 2014, our management team performed a comprehensive analysis of all material risks facing the Company and communicated those results to the full Board.

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, CONSOL Energy’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 CONSOL Energy’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 CONSOL Energy’s disclosure controls and procedures, and the adequacy and effectiveness of the Company’s risk management policies and related practices.

Our Finance Committee is charged with monitoring and evaluating risks affecting the Company. Consistent with its charter, our Finance Committee reviews the Company’s financial plans, strategic plans, debt and investments, as well as the Company’s compliance with debt covenants.

Our Health, Safety and Environmental Committee addresses various risks associated with health, safety and the environment. 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, and (iii) management’s response to the foregoing matters.

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 CONSOL Energy Inc., 1000 CONSOL Energy Drive, Canonsburg, PA 15317, or by sending an e-mail to directors@consolenergy.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 CONSOL Energy. 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. Information concerning how to communicate with the Board is also included on CONSOL Energy’s website at www.consolenergy.com.

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