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The following is an excerpt from a S-1/A SEC Filing, filed by CNX GAS CORP on 9/29/2005.
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CNX GAS CORP - S-1/A - 20050929 - MANAGEMENT

MANAGEMENT

 

The following is a list of CNX Gas’s executive officers and directors, their ages as of June 30, 2005 and their positions and offices held with CNX Gas.

 

Name


   Age

  

Position


Nicholas J. DeIuliis

   37    Chief Executive Officer, President and Director

Ronald E. Smith

   56    Chief Operating Officer

Gary J. Bench

   46    Chief Financial Officer

Stephen W. Johnson

   46    General Counsel

J. Brett Harvey

   55    Director

James E. Altmeyer, Sr.

   66    Director

Philip W. Baxter

   56    Chairman of the Board

Raj K. Gupta

   62    Director

John R. Pipski

   57    Director

 

Nicholas J. DeIuliis has been Senior Vice President—Strategic Planning of CONSOL Energy since November 1, 2004. Prior to that time, Mr. DeIuliis served as Vice President Strategic Planning from April 1, 2002 until November 1, 2004, Director—Corporate Strategy from October 1, 2001 to April 1, 2002, Manager—Strategic Planning from January 1, 2001 to October 1, 2001 and Supervisor—Process Engineering from April 1, 1999 to January 1, 2001, all of which positions he held at CONSOL Energy. Mr. DeIuliis is a Director of the World Coal Institute (a leading coal trade association) and he served as a director of Fairmont Supply Company, a wholly-owned subsidiary of CONSOL Energy until July 2005. Mr. DeIuliis is also a registered engineer in the Commonwealth of Pennsylvania, a member of the Pennsylvania Bar and a member of the Pennsylvania and American Bar Associations. He has been a director and Chief Executive Officer and President of CNX Gas since its formation on June 30, 2005. He resigned from his position with CONSOL Energy as of August 8, 2005. He received a bachelor’s degree in chemical engineering from Pennsylvania State University and a master’s of business administration and juris doctorate from Duquesne University.

 

Ronald E. Smith has been Executive Vice President—Gas Operations, Land Resources and Engineering Services of CONSOL Energy since April 1, 1992. Mr. Smith joined CONSOL Energy in 1972. Mr. Smith has held numerous operating and management positions in various coal segments since he joined CONSOL Energy. Mr. Smith became CNX Gas’ Chief Operating Officer on June 30, 2005 and resigned from his position with CONSOL Energy as of August 8, 2005. Mr. Smith received a bachelor’s degree in Mining Engineering from Virginia Polytechnical Institute and State University and received that university’s distinguished alumnus award in 1998.

 

Gary J. Bench has been Vice President—Tax of CONSOL Energy since April 11, 2005. Prior to that time, Mr. Bench was Controller—Tax from June 1, 2002 to April 11, 2005 and General Manager—Tax from July 1, 1999 to June 1, 2002, all of which positions he held at CONSOL Energy. Mr. Bench is also a member of the American Institute of Certified Public Accountants, the Pennsylvania Institute of Certified Public Accountants and the Tax Executive Institute. Mr. Bench became CNX Gas’ Chief Financial Officer on June 30, 2005 and resigned from his position with CONSOL Energy as of August 8, 2005. Mr. Bench received his bachelor’s degree in accounting from Indiana University of Pennsylvania and a master’s in taxation from Robert Morris University.

 

Stephen W. Johnson has been General Counsel of CNX Gas since September 1, 2005. Prior to joining CNX Gas, he was a partner since 2001 in the Business and Regulatory Group at Reed Smith LLP, an international law firm with about 1,000 lawyers. From 1984 to 2001, Mr. Johnson was with the law firm of Buchanan Ingersoll Professional Corporation. Mr. Johnson has served as corporate, securities and mergers and acquisitions counsel to both public and privately held companies for his entire professional career. Mr. Johnson is Vice Chairman of NEED, a non-profit organization that provides college scholarships to minority students, and a director of

 

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Concordia Lutheran Ministries, a non-profit continuing care retirement community serving thousands of elderly persons each year. Mr. Johnson received a bachelor’s degree in history from the University of Virginia and a juris doctor degree from the University of Pittsburgh School of Law.

 

J. Brett Harvey has been President and Chief Executive Officer and a Director of CONSOL Energy since January 1998. He has been a director of CNX Gas since June 30, 2005, the date of its formation. Prior to joining CONSOL Energy, Mr. Harvey served as the President and Chief Executive Officer of PacifiCorp Energy Inc., a subsidiary of PacifiCorp, from March 1995 until January 1998. Mr. Harvey also was President and Chief Executive Officer of Interwest Mining Company from January 1993 until January 1998 and Vice President of PacifiCorp Fuels from November 1994 until January 1998. Mr. Harvey is a member of the National Mining Association, World Coal Institute, IEA Coal Industry Advisory Board, Waterways Council, Inc., member of the board of directors of the Bituminous Coal Operators’ Association, member of the executive committee and the board of the Center for Energy & Economic Development, member of the CEO Group of the Coal-Based Generation Stakeholders, Executive Advisory Board of the Virginia Coalfield Development Authority, National Coal Council, The Conservation Fund Corporate Counsel and chairman of the Greater Pittsburgh Council of Boy Scouts of America. He received a bachelor’s degree in Mining Engineering from the University of Utah.

 

James E. Altmeyer, Sr. , has been a director of CONSOL Energy since November 2003 and a director of CNX Gas since June 30, 2005, the date of its formation. He currently serves as a member of the Audit Committee and Compensation Committee of CONSOL Energy. Mr. Altmeyer has been president and chief executive officer of Altmeyer Funeral Homes, Inc. of West Virginia, Ohio, and Virginia since 1972. He also has been president of Altmeyer Realty, a real estate holding company, and of Martin-Steadfast Insurance Company since 1972. Since 1987, Mr. Altmeyer has served on the board of directors of Wesbanco, a multi-state bank holding company with offices in Pennsylvania, West Virginia and Ohio, and currently serves on its audit committee. Mr. Altmeyer also serves as a member of the executive committee of the board of directors of Wheeling Hospital; chairman of the Fire Department Civil Service Commission of Wheeling; president of the American Legion Home Corporation; vice chairman of the Chambers Foundation and, in April 2003, he was appointed to the U.S. Small Business Administration Advisory Council for Veterans Business Affairs. Mr. Altmeyer is a graduate of the U.S. Military Academy, West Point, New York.

 

Philip W. Baxter has been a director of CONSOL Energy since August 1999 and the Chairman of the Board of CNX Gas since June 30, 2005, the date of its formation. Mr. Baxter has served as Chairman of the audit committee and as a member of the finance committee of CONSOL Energy. On August 2, 2005, Mr. Baxter resigned his position as a member of CONSOL Energy’s board of directors. Mr. Baxter has been the president of Stan Johnson Company, a nationally recognized leader in commercial real estate brokerage specializing in single-tenant properties, since 2002. Mr. Baxter was chief financial officer and executive vice president of the Tulsa-based energy conglomerate, Mapco Inc., until March 1998 when it merged with The Williams Company. During his 18-year career at Mapco, Mr. Baxter held a number of officer level positions including chief information officer and senior vice president of Strategic Planning. Prior to his career at Mapco, he held a number of financial positions with Williams Energy Company, a subsidiary of The Williams Company. Mr. Baxter received a bachelor’s degree in Business Administration from the University of Oklahoma and is a 1992 graduate of the Darden Executive Program of the University of Virginia.

 

Raj K. Gupta has been a director of CONSOL Energy since February 2004 and a director of CNX Gas since June 30, 2005, the date of its formation. He currently serves as a member of the audit committee and the finance committee of CONSOL Energy. Currently an independent management consultant, from 1965 until his retirement in 2000, Mr. Gupta held various management positions with Phillips Petroleum Company, an international integrated oil and gas company now part of ConocoPhillips, including vice president of strategic planning, managing the company’s strategic planning, growth and globalization efforts in South America, China, the Middle East and the former Soviet Union. From 2000 to December 2004, he served on the board of directors of Yukos Oil Company, Moscow, Russia, chaired its compensation committee and was a member of its audit and finance committees. Since 2000, Mr. Gupta has been a member of the Advisory Council of the Industrial, Manufacturing and Systems Engineering at Kansas State University. He also serves on the advisory board of

 

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Preng & Associates in Houston. Mr. Gupta earned a master’s degree in Industrial Engineering and Management Science from Kansas State University and a Bachelor of Science degree in Mechanical Engineering with Honors from Birla Engineering College in India.

 

John R. Pipski has been a director of CNX Gas Corporation since August 15, 2005. Since 2001, Mr. Pipski has provided financial and tax accounting services to business clients, through his own firm. Prior to that endeavor, from 1970 to 2001, he held various positions at the international accounting firm of Ernst & Young, LLP. For eighteen years, Mr. Pipski was a Tax Partner specializing in corporate taxation, mergers and acquisitions and tax accounting issues in the coal and manufacturing industries. In addition, he held various positions within the Tax and Audit Departments of that firm. Mr. Pipski has served as a Board Member and Treasurer of The Ronald McDonald House Charities of Pittsburgh. Mr. Pipski is a certified public accountant and earned bachelors and masters degrees in financial administration from Michigan State University.

 

Board of Directors

 

Our board of directors currently consists of six (6) directors. We are not currently required to comply with the corporate governance rules of any stock exchange or NASDAQ and, as a private company, we are currently subject to very few provisions of the Sarbanes-Oxley Act of 2002 and related SEC rules (collectively, “Sarbanes-Oxley”). However, upon the effectiveness of this registration statement, we will become subject to all of the provisions of Sarbanes-Oxley and, if our common stock becomes so listed, the rules of the applicable stock exchange or NASDAQ. Because our principal stockholder, CONSOL Energy, continues to control more than 50% of the voting power of our common stock, we believe that we will meet the criteria for being a “controlled” company under stock exchange or NASDAQ rules. If this exception applies to us, we will be required to comply with the requirements that govern controlled companies, including the audit committee requirements. If we do not qualify or no longer qualify as a controlled company, the rules of the applicable stock exchange or NASDAQ will require that a majority of our board consists of independent directors and certain other provisions of those organizations’ governance standards would apply to us.

 

Committees of the Board

 

We have not established any committees of our board of directors. We expect to establish an audit committee. The audit committee will assist the board of directors in its general oversight of our financial reporting, internal controls and audit functions. Upon formation of the audit committee, we expect to adopt an audit committee charter defining the committee’s primary duties in a manner consistent with Sarbanes-Oxley and applicable stock exchange or NASDAQ rules. Subject to a one year phase-in period, Sarbanes-Oxley requires an audit committee consisting of at least three members, each of whom must meet certain standards of independent directors. Sarbanes-Oxley, stock exchange rules and NASDAQ also have guidelines that relate to membership, financial literacy, financial management expertise and “audit committee financial expert” status. We will become subject to Sarbanes-Oxley or applicable stock exchange or NASDAQ rules under the circumstances described above under “—Board of Directors.” Prior to listing our common stock on any stock exchange or on NASDAQ, we will have established the audit committee, and any other committees of the board of directors required by the applicable rules of the stock exchange or NASDAQ. Although as a controlled company under the applicable stock exchange or NASDAQ rules we are not required to establish a compensation committee or a nominating and corporate governance committee, we intend to establish a compensation committee and a nominating and corporate governance committee.