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CNX » Topics » Key compensation-related responsibilities of the Compensation Committee (Committee) of the Board of Directors (Board):

This excerpt taken from the CNX DEF 14A filed Mar 31, 2005.

Key compensation-related responsibilities of the Compensation Committee (“Committee”) of the Board of Directors (“Board”):

 

  •   To establish and periodically review CONSOL Energy’s compensation philosophy and the adequacy of compensation plans and programs for directors, executive officers and other CONSOL Energy employees;

 

  •   To establish compensation arrangements and incentive goals for executive officers and to administer compensation plans;

 

  •   To review the performance of the executive officers and award incentive compensation and adjust compensation arrangements as appropriate based upon performance;

 

  •   To review and monitor management development and succession plans and activities; and

 

  •   To prepare the report on executive compensation for inclusion in CONSOL Energy’s annual proxy statement in accordance with Securities and Exchange Commission rules and regulations.

 

For the fiscal year ended December 31, 2004, the Committee’s activity focused on the key elements of the total direct compensation program for executive officers, which included base pay, the Short-Term Incentive Compensation Plan and long-term incentives. Elements reviewed as part of the Short-Term Incentive Compensation Plan were minimum threshold, target objectives, the payout formula, and the performance measurement of Net Income. The maximum amount payable under the Plan in the event CONSOL Energy meets the maximum targets was also evaluated. Elements reviewed as part of the long-term incentives to executive officers included type and level of award distribution.

 

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