CNX's Equity Incentive Plan provides for grants of stock-based awards to key employees and to non-employee directors. Amendments to the Equity Incentive Plan have been adopted and approved by the Board of Directors and the Company's shareholders since the commencement of the Equity Incentive Plan. Most recently, in May 2020, the Company's Shareholders adopted and approved a 10,775,000 increase to the total number of shares available for issuance. At December 31, 2024, 5,681,712 shares of common stock remained available for grant under the plan. The Equity Incentive Plan provides that the aggregate number of shares available for issuance will be reduced by one share for each share relating to stock options and by 1.62 for each share relating to Performance Share Units (PSUs) or Restricted Stock Units (RSUs). No award of stock options may be exercised under the Equity Incentive Plan after the tenth anniversary of the grant date of the award.

For those shares expected to vest, CNX recognizes stock-based compensation costs on a straight-line basis over the requisite service period of the award, which is generally the vesting term. Options and RSUs vest over a three-year term. PSUs granted in 2019 vested over a five-year term and PSUs granted after 2019 vest over a three-year term subject to performance conditions. PSUs granted in August 2023 vest over a seven-year term. If an employee leaves the Company, all unvested shares are forfeited. CNX recognizes forfeitures as they occur. The vesting of all awards will accelerate in the event of death and disability and may accelerate upon a change in control of CNX.

The total stock-based compensation expense recognized relating to CNX shares during the years ended December 31, 2024, 2023 and 2022 was $20,091, $20,235 and $16,375, respectively. The related deferred tax benefit totaled $14,243, $6,983 and $4,497, respectively.

As of December 31, 2024, CNX has $28,921 of unrecognized compensation cost related to all non-vested stock-based compensation awards, which is expected to be recognized over a weighted-average period of 2.5 years. When stock options are exercised, and restricted and performance stock unit awards become vested, the issuances are made from CNX's common stock shares.

CNX examined its historical pattern of option exercises in an effort to determine if there were any discernible activity patterns based on certain employee populations. From this analysis, CNX identified two distinct employee populations and used the Black-Scholes option pricing model to value the options for each of the employee populations. The expected term computation presented in the table below is based upon a weighted average of the historical exercise patterns and post-vesting termination behavior of the two populations. The risk-free interest rate was determined for each vesting tranche of an award based upon the calculated yield on U.S. Treasury obligations for the expected term of the award. A combination of historical and implied volatility is used to determine expected volatility and future stock price trends.


	December 31,
	2024			2023			2022
Weighted Average Fair Value of Grants	$	10.40		$	7.06		$	10.60
Risk-free Interest Rate	4.49		%	3.24		%	3.02		%
Expected Dividend Yield	—		%	—		%	—		%
Expected Forfeiture Rate	—		%	—		%	—		%
Expected Volatility	41.00		%	48.70		%	54.00		%
Expected Term in Years	5.50			5.50			5.50


				Weighted
				Average
		Weighted		Remaining	Aggregate
		Average		Contractual	Intrinsic
		Exercise		Term (in	Value (in
	Shares	Price		years)	thousands)
Outstanding at December 31, 2023	2,085,870	$	8.55
Granted	11,058	$	23.20
Exercised	(1,149,671)	$	7.10


Outstanding at December 31, 2024	947,257	$	10.48	2.54	$	24,804
Exercisable at December 31, 2024	936,199	$	10.33	2.46	$	24,656

At December 31, 2024, there were 542,774 employee stock options outstanding under the Equity Incentive Plan. Non-employee director stock options vest one year after the grant date. There are 404,483 stock options outstanding under these grants.

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between CNX's closing stock price on the last trading day of the year ended December 31, 2024 and the option's exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on December 31, 2024. This amount varies based on the fair market value of CNX's stock. The total intrinsic value of options exercised for the years ended December 31, 2024, 2023 and 2022 was $19,608, $2,015 and $1,825, respectively.

Cash received from option exercises for the years ended December 31, 2024, 2023 and 2022 was $2,689, $1,760 and $1,197, respectively. The tax impact from option exercises totaled $5,196, $529 and $463 for the years ended December 31, 2024, 2023 and 2022, respectively.

Under the Equity Incentive Plan, CNX grants certain employees and non-employee directors RSU awards, which entitle the holder to receive shares of common stock as the award vests. Non-employee director RSUs vest at the end of one year. Compensation expense is recognized over the vesting period of the units, described above. The total fair value of RSUs granted during the years ended December 31, 2024, 2023 and 2022 was $15,810, $16,194 and $16,852, respectively. The total fair value of restricted stock units vested during the years ended December 31, 2024, 2023 and 2022 was $12,671, $12,321 and $11,811, respectively.


	Number of	Weighted Average
	Shares	Grant Date Fair Value
Nonvested at December 31, 2023	1,596,540	$15.14
Granted	757,484	$20.87
Vested	(902,688)	$14.40
Forfeited	(21,252)	$17.83
Nonvested at December 31, 2024	1,430,084	$18.60

Under the Equity Incentive Plan, CNX grants certain employees performance share unit awards, which entitle the holder to shares of common stock subject to the achievement of certain market and performance goals. Compensation expense is recognized over the performance measurement period of the units in accordance with the provisions of the Stock Compensation Topic of the FASB Accounting Standards Codification for awards with market and performance vesting conditions. The total fair value of performance share units granted during the years ended December 31, 2024, 2023 and 2022 was $9,713, $18,383 and $7,726, respectively. The total fair value of performance share units vested during the years ended December 31, 2024, 2023 and 2022 was $8,002, $4,563 and $949, respectively.

The following table represents the nonvested performance share units and their corresponding fair value (based upon the Monte Carlo Methodology for market-based awards and the stock price on the date of grant for performance-based awards) on the date of grant:


	Number of	Weighted Average
	Shares	Grant Date Fair Value
Nonvested at December 31, 2023	2,798,718	$10.77
Granted	612,818	$15.85

Vested	(753,673)	$10.62
Forfeited	(2,002)	$16.12
Nonvested at December 31, 2024	2,655,861	$11.98