DEF 14A of EQT Corp, Mar 1, 2024

DEF 14A of EQT Corp

Filed Mar 1, 2024 · FY20230001104659-24-029592

Open on EDGAR

  1. Director Nominees

    Director Nominees Our Board of Directors (the “Board”) is pleased to nominate the director candidates listed below. All director nominees have stated they are willing to serve if elected.

  2. Director Nominees

    | Name and Principal Occupation | | Age | Director Since | Ind. | Other Current Public Company Boards | Current Committee Membership | | | | | | | | | | | A | CG | MDC | PPCR | | | LYDIA I. BEEBE Principal, LIBB Advisors LLC; former Corporate Secretary and Chief Governance Officer, Chevron Corporation | 71 | 2019 | | 1 | | | | | | | LEE M. CANAAN Founder and Portfolio Manager, Braeburn Capital Partners, LLC | 67 | 2019 | | 1 | | | | | | | JANET L. CARRIG Former Senior Vice President, General Counsel and Corporate Secretary, ConocoPhillips | 66 | 2019 | | 2 | | | | | | | FRANK C. HU Former Investment Analyst and Vice President, Capital World Investors | 62 | 2021 | | 1 | | | | | | | DR. KATHRYN J. JACKSON Former Director of Energy and Technology Consulting, KeySource, Inc. | 66 | 2019 | | 2 | | | | | | | JOHN F. MCCARTNEY Chair Member, Quantuck Advisors LLP | 71 | 2019 | | 2 | | | | | | | JAMES T. MCMANUS II Former Chairman, Chief Executive Officer, and President, Energen Corporation | 65 | 2019 | | — | | | | | | | ANITA M. POWERS Former Executive Vice President of Worldwide Exploration, Occidental Oil and Gas Corporation | 68 | 2018 | | 1 | | | | | | | DANIEL J. RICE IV Chief Executive Officer, NET Power Inc.; former Chief Executive Officer, Rice Energy Inc. | 43 | 2017 | | 1 | | | | | | | TOBY Z. RICE President and Chief Executive Officer, EQT | 42 | 2019 | | — | | | | | | | HALLIE A. VANDERHIDER Former Managing Director, SFC Energy Management LP | 66 | 2019 | | 1 | | | | |

  3. Director Nominees

    | | Committee Chair | | Committee Member | | Independent Chair of the Board | | Audit Committee Financial Expert | | Independent Director |

  4. Director Nominees

    | A | Audit | CG | Corporate Governance | MDC | Management Development and Compensation | PPCR | Public Policy and Corporate Responsibility |

  5. Snapshot of Director Nominees

    Snapshot of Director Nominees Our director nominees are highly qualified and, together, embody an effective and robust mix of diversity, skills, and experience. As further detailed in the racial/ethnic and gender diversity profile graphic below, the Board benefits from both gender and racial and ethnic diversity. Please refer to the “Consideration of Diversity” section below for further discussion. (1) Tenure calculated through the end of April 2024. Chart reflects the number of directors possessing each given skillset.

  6. Proposal 1―Election of Directors

    Proposal 1―Election of Directors Our directors are elected annually for one-year terms. Notwithstanding the expiration date of their term, each director holds office until their successor is elected and qualified; provided, however, that each director has agreed to resign the day following the annual meeting date immediately following such director’s 74th birthday, as required by our Amended and Restated Bylaws (“Bylaws”). Our current Board consists of 11 members. The current terms of all 11 directors expire at the 2024 Annual Meeting, and all such directors have been nominated to stand for reelection at the 2024 Annual Meeting. Under EQT’s Restated Articles of Incorporation, as amended, and Bylaws, we may have a minimum of five and a maximum of 15 directors. By majority vote, the Board may set the number of directors within this range at any time. Each of EQT’s director nominees (other than Messrs. Daniel J. Rice IV and Toby Z. Rice) is independent under the New York Stock Exchange (“NYSE”) listing standards. The persons named as proxies will vote for each of the director nominees, unless you vote against or abstain from voting for or against one or more of them. Each of the 11 director nominees have agreed to serve if elected, and the Board has no reason to believe that any director nominee will be unavailable to serve. In the event that a director nominee is unable or declines to serve on the Board at the time of the 2024 Annual Meeting, then the persons named as proxies intend to vote for a substitute director nominee proposed by the Board, unless the Board decides to reduce the number of directors. Each director nominee must be elected by a majority of the votes cast “for,” and votes may not be cumulated. In addition, under our Bylaws, each director nominee has submitted an irrevocable conditional resignation to be effective if they receive a greater number of votes “against” than votes “for” in an uncontested election. If this occurs, the Board will decide whether to accept the tendered resignation no later than 90 days after certification of the votes. The Board’s determination will be made without the participation of any director nominee whose resignation is under consideration with respect to the election. The Board’s explanation of its decision will be promptly disclosed in a Current Report on Form 8-K filed with the SEC.

  7. Proposal 1―Election of Directors

    | | The Board of Directors recommends a vote FOR each of the following nominees for the Board of Directors, to serve for a one-year term expiring in 2025. |

  8. Director Nominees

    Director Nominees Information with respect to our director nominees is as of March 1, 2024.

  9. Director Nominees

    | INDEPENDENT BOARD CHAIR COMMITTEES ■ Corporate Governance ■ Management Development and Compensation | Lydia I. Beebe | Age 71 Independent Director since July 2019 | | | SUMMARY ■ Principal of LIBB Advisors LLC, a corporate governance consulting firm (2018 to present) ■ Former director of Kansas City Southern (2017 to 2021) ■ Former Senior Of Counsel, Wilson Sonsini Goodrich & Rosati P.C. (2015 to 2017) ■ Former Corporate Secretary and Chief Governance Officer, Chevron Corporation (1995 to 2015) ■ Former Co-Director of Stanford Institutional Investors’ Forum (2015 to 2018) OTHER PUBLIC COMPANY BOARDS ■ Aemetis, Inc. (Nasdaq: AMTX), an industrial biotechnology company (2016 to present) | QUALIFICATIONS Having served 20 years in the role of Corporate Secretary and Chief Governance Officer of Chevron Corporation, the Board values Ms. Beebe’s extensive corporate governance and legal experience, as well as her significant energy industry experience. Ms. Beebe also brings expertise in the areas of finance, tax and audit, logistics, efficiency, and strategy, as well as experience serving on other public company boards. |

  10. Director Nominees

    | COMMITTEES ■ Audit ■ Corporate Governance | Lee M. Canaan | Age 67 Independent Director since July 2019 | | | SUMMARY ■ Founder and Portfolio Manager, Braeburn Capital Partners, LLC, a private investment management firm (2003 to present) ■ Member of the Board of Aethon Energy, LLC, a privately-held exploration and production company (2018 to present) ■ Former Director of ROC Energy Acquisition Corp., a special purpose acquisition company (2021 to 2023) OTHER PUBLIC COMPANY BOARDS ■ PHX Minerals Inc. (formerly Panhandle Oil and Gas Inc.) (NYSE: PHX), a non-operated oil and gas minerals holding company (2015 to present) | QUALIFICATIONS Ms. Canaan’s energy expertise and extensive experience in capital markets, financial analysis, mergers and acquisitions, and strategic and business turnarounds, as well as her current and prior public-company board experience, provide significant value and perspectives to the Board. |

  11. Director Nominees

    | COMMITTEES ■ Corporate Governance ■ Public Policy and Corporate Responsibility | Janet L. Carrig | Age 66 Independent Director since July 2019 | | | SUMMARY ■ Former Senior Vice President, Legal, General Counsel and Corporate Secretary of ConocoPhillips (2007 to 2018) and Deputy General Counsel and Corporate Secretary, ConocoPhillips (2006 to 2007) ■ Former Partner, Zelle, Hofmann, Voelbel, Mason & Gette P.C. (Law Firm) (2004 to 2006) ■ Former Senior Vice President, Chief Administrative Officer and Chief Compliance Officer, Kmart Corporation (2003 to 2004) ■ Former Executive Vice President Corporate Development, General Counsel and Secretary, Kellogg Company (1999 to 2003) ■ Trustee, Columbia Threadneedle Mutual Funds (a group of registered investment companies) and predecessors (1996 to present) OTHER PUBLIC/INVESTMENT COMPANY BOARDS ■ Columbia Seligman Premium Technology Growth Fund, Inc. (NYSE: STK), a registered investment company (2023 to present) ■ Tri-Continental Corp. (NYSE: TY), a registered investment company (2023 to present) | QUALIFICATIONS Ms. Carrig brings to the Board extensive executive leadership experience, substantial legal, regulatory, and governance expertise, and a strong exploration and production (“E&P”) industry background. Having served over a decade as general counsel of ConocoPhillips, Ms. Carrig’s corporate and legal career and her prior E&P industry experience enable her to provide Board leadership in legal affairs and corporate governance. |

  12. Director Nominees

    | COMMITTEES ■ Audit ■ Public Policy and Corporate Responsibility | Frank C. Hu | Age 62 Independent Director since October 2021 | | | SUMMARY ■ Former Investment Analyst and Vice President, Capital World Investors, an investment group in the Capital Group Companies, Inc. (2003 to 2017) ■ Former Manager of Project Finance, Corporate Treasury, Unocal Corporation (2002 to 2003) ■ Former Global Energy Practice Consultant, McKinsey & Company (2000 to 2002) OTHER PUBLIC COMPANY BOARDS ■ Viper Energy Partners LP (NYSE: VNOM), a limited partnership formed by Diamondback Energy, Inc. to own interests in oil and natural gas properties primarily in the Permian Basin (2022 to present) | QUALIFICATIONS The Board values Mr. Hu’s robust experience in the finance and oil and gas industry. His combined strengths of executive leadership and experience managing downstream and business development segments, together with his strong oil and gas investment background, bring valuable perspectives and experience to the Board. |

  13. Director Nominees

    | COMMITTEES ■ Management Development and Compensation ■ Public Policy and Corporate Responsibility | Dr. Kathryn J. Jackson | Age 66 Independent Director since July 2019 | | | SUMMARY ■ Former Director of Energy and Technology Consulting, KeySource, Inc. (2015 to 2021) ■ Former Senior Vice President and Chief Technology Officer, RTI International Metals (acquired by Alcoa Corporation) (2014 to 2015) ■ Former Chief Technology Officer and Senior Vice President of Research and Technology, Westinghouse Electric Company, LLC (2009 to 2014) ■ Former Director of Rice Energy Inc. (April 2017 until its acquisition by EQT in November 2017) OTHER PUBLIC COMPANY BOARDS ■ Cameco Corporation (NYSE: CCJ), a global provider of uranium fuel (2017 to present) ■ Portland General Electric Company (NYSE: POR), a fully integrated energy company (2014 to present) | QUALIFICATIONS The Board values Dr. Jackson’s expertise in regulatory, legislative, and public policy issues. Her innovation, technology, and engineering skills, in addition to her experience with generation facilities and large energy trading and utility operations, are highly beneficial to the Board. Dr. Jackson also has extensive experience serving on a number of public company boards. |

  14. Director Nominees

    | COMMITTEES ■ Corporate Governance ■ Public Policy and Corporate Responsibility | John F. McCartney | Age 71 Independent Director since July 2019 | | | SUMMARY ■ Chair Member, Quantuck Advisors LLP (1998 to present) ■ Non-executive Chairman of the Board of Huron Consulting Group, Inc. (Nasdaq: HURN), a management consulting firm (2010 to present) ■ Former Director of Rice Energy, Inc. (2015 until its acquisition by EQT in 2017) ■ Former Director of Datatec Limited, an international ICT solutions and services company (2007 to 2023) OTHER PUBLIC COMPANY BOARDS ■ Granite Ridge Resources, Inc. (NYSE: GRNT), a non-operated oil and natural gas exploration and production company (2022 to present) ■ Huron Consulting Group Inc. (Nasdaq: HURN) (2004 to present) | QUALIFICATIONS The Board values the extensive experience Mr. McCartney brings to the Board. Having served as chairman and vice chairman of the boards of numerous public and private companies, his demonstrated ability to oversee every aspect of a public company, and his deep governance and accounting experience, are invaluable to the Company. |

  15. Director Nominees

    | COMMITTEES ■ Corporate Governance ■ Management Development and Compensation | James T. McManus II | Age 65 Independent Director since July 2019 | | | SUMMARY ■ Former Chairman, Chief Executive Officer and President, Energen Corporation (“Energen”), a formerly publicly traded E&P company focused on the Permian Basin that was acquired by Diamondback Energy, Inc. in 2018 (2008 to 2018) ■ Former Chief Executive Officer and President, Energen (2007) and President and Chief Operating Officer, Energen (2006 to 2007) ■ Former President and Chief Operating Officer of Energen’s E&P subsidiary, Energen Resources (1997 to 2006) | QUALIFICATIONS Having served for many years as the CEO of Energen, the Board values Mr. McManus’s strong executive leadership and industry and operations experience, which enable him to contribute respected insights and unique perspectives to the Board. Mr. McManus also possesses public company board experience and strong financial and accounting experience. |

  16. Director Nominees

    | COMMITTEES ■ Audit ■ Management Development and Compensation | Anita M. Powers | Age 68 Independent Director since November 2018 | | | SUMMARY ■ Former Executive Vice President, Worldwide Exploration, Occidental Oil and Gas Corporation (2007 to 2017) ■ Former Vice President, Occidental Petroleum Corporation (2009 to 2017) ■ Former director of California Resources Corporation, an oil and natural gas exploration and production company (2017 to 2020) OTHER PUBLIC COMPANY BOARDS ■ SM Energy Company (NYSE: SM), an independent exploration and production company (2021 to present) | QUALIFICATIONS The Board values Ms. Powers’s extensive operational experience in the oil and gas industry and her significant expertise at optimizing the efficiency of operations to drive returns. As a senior geologist, Ms. Powers brings depth to the Board in areas that are critical to EQT’s business. |

  17. Director Nominees

    | COMMITTEES ■ Public Policy and Corporate Responsibility | Daniel J. Rice IV | Age 43 Director since November 2017 | | | SUMMARY ■ Chief Executive Officer, NET Power Inc. (2023 to present) ■ Partner, Rice Investment Group (2018 to present) ■ Former Chief Executive Officer and Director of Rice Energy Inc. (2013 until its acquisition by EQT in 2017) and Rice Midstream Management LLC, the general partner of Rice Midstream Partners LP (2014 to 2017) ■ Former Vice President and Chief Financial Officer, Rice Energy Inc. (2008 to 2013) and Chief Operating Officer, Rice Energy Inc. (2012 to 2013) OTHER PUBLIC COMPANY BOARDS ■ NET Power Inc. (NYSE: NPWR), a clean energy technology company (2023 to present) | QUALIFICATIONS With over a decade of experience in the natural gas industry, coupled with his experiences as the Chief Executive Officer of NET Power Inc. and Rice Energy Inc., the Board highly values Mr. Rice’s senior leadership insights, as well as his extensive oil and gas industry expertise. |

  18. Director Nominees

    | | Toby Z. Rice | Age 42 Director since July 2019 | | | SUMMARY ■ President and Chief Executive Officer, EQT (2019 to present) ■ Partner, Rice Investment Group (2018 to present) ■ Former President and Chief Operating Officer, Rice Energy Inc. (2013 until its acquisition by EQT in 2017) ■ Co-founder and Former Chief Executive Officer, Rice Energy Inc. (2007 to 2013) ■ Former Director of Rice Energy Inc. (2013 until its acquisition by EQT in 2017) | QUALIFICATIONS The Board holds in high esteem Mr. Rice’s experience and strong leadership skills. His considerable operational, technical, cultural, and executive experience in the oil and gas industry, including Mr. Rice’s prior service as an executive and director of Rice Energy Inc., provides the Board with insight into the business and strategic priorities of the Company. |

  19. Director Nominees

    | COMMITTEES ■ Audit ■ Management Development and Compensation | Hallie A. Vanderhider | Age 66 Independent Director since July 2019 | | | SUMMARY ■ Former Managing Director, SFC Energy Management LP (2016 to 2022) ■ Former Managing Partner, Catalyst Partners LLC (2013 to 2016) ■ Former President and Chief Operating Officer, Black Stone Minerals Company, L.P. (2007 to 2013) ■ Former Director, Noble Midstream GP LLC, the general partner of Noble Midstream Partners LP, a master limited partnership that provided oil, natural gas, and water-related midstream services (2016 to 2021) OTHER PUBLIC COMPANY BOARDS ■ Oil States International (NYSE: OIS), a global provider of manufactured products and services to the oil and natural gas, industrial, and military sectors (2019 to present) | QUALIFICATIONS Ms. Vanderhider’s in-depth knowledge of energy finance and her demonstrated management and operational experience, including her prior roles as Chief Operating Officer and Chief Accounting Officer in the oil and gas industry, adds to our Board’s deep bench of experience and knowledge. Ms. Vanderhider also has extensive board experience. |

  20. Cash Compensation

    | | Annual Cash Retainer(1) (Paid on a Quarterly Basis) | | Independent Director Compensation | 2023 ($) | | Board member | 85,000 | | Independent Board Chair(2) | 150,000 | | Committee Chairs | | | Audit Committee | 25,000 | | All other committees | 15,000 | | Committee member (excluding Chair) | | | Audit Committee member | 10,000 | | All other committees(3) | 5,000 |

  21. 2023 Directors’ Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Ms. Beebe | 250,000 | 220,845 | 10,045 | 480,890 | | Ms. Canaan | 130,000 | 220,845 | 45 | 350,890 | | Ms. Carrig | 110,000 | 220,845 | 10,045 | 340,890 | | Mr. Hu | 105,000 | 220,845 | 10,045 | 335,890 | | Dr. Jackson | 105,000 | 220,845 | 3,145 | 328,990 | | Mr. McCartney | 95,000 | 220,845 | 5,045 | 320,890 | | Mr. McManus | 105,000 | 220,845 | 10,045 | 335,890 | | Ms. Powers | 105,000 | 220,845 | 45 | 325,890 | | Mr. D. Rice | 95,000 | 220,845 | 45 | 315,890 | | Ms. Vanderhider | 110,000 | 220,845 | 5,045 | 335,890 |

  22. 2023 Short-Term Incentive Plan Updates

    2023 Short-Term Incentive Plan Updates We refer to our annual cash incentive plan for 2023 as our “2023 Short-Term Incentive Plan” or “2023 STIP.” For our 2023 STIP, the Committee added two new performance measures: (i) “cash operating margin” and (ii) “finding and development costs,” each measured on a dollars per Mcfe(1) basis. These performance measures replaced the previously utilized “recycle ratio” performance measure. In making these updates, the Committee concluded that the recycle ratio performance measure was both unnecessarily complex and generally not prevalent in peer company annual incentive plan designs. The Committee also considered that cash operating margin and finding and development costs formed the two components of the recycle ratio calculation and, when tracked and presented separately as individual performance measures, could be more easily understood by employees, resulting in an overall 2023 STIP plan design that was simpler to measure and explain, in keeping with one of the core tenets of our compensation philosophy. For 2023, the Committee also eliminated “employee days away restricted or transferred” (or “DART”) as a performance measure under the 2023 STIP after concluding that the DART performance measure created unnecessary overlap with the underlying drivers measured by the “environmental, health, and safety (or “EHS”) intensity improvement” performance measure, as well as to further simplify the 2023 STIP plan design. In doing so, the Committee reassigned the weighting previously assigned to the DART performance measure to the EHS intensity improvement performance measure. This change increased the weighting under the EHS intensity improvement performance measure to 15% for 2023. (1) “Mcfe” means thousand cubic feet of natural gas equivalents, with one barrel of NGLs and crude oil being equivalent to 6,000 cubic feet of natural gas.

  23. 2023 Incentive Performance Share Unit Program Updates

    2023 Incentive Performance Share Unit Program Updates We refer to our long-term, performance-based equity incentive award program for 2023 as our “2023 Incentive Performance Share Unit Program” or “2023 Incentive PSU Program.” As previously disclosed, in 2021, we announced an ambitious goal of achieving “net zero” greenhouse gas emissions from our existing production segment operations―on a Scope 1 and Scope 2 basis―by 2025, which we refer to as our “Net Zero Goal.”(2) In designing our 2022 long-term incentive awards, which we refer to as our “2022 Incentive PSU Program,” the Committee recognized an opportunity to align the three-year performance period under that plan with successful achievement of our Net Zero Goal and decided to incorporate a performance payout modifier linked to achieving our Net Zero Goal into the 2022 Incentive PSU Program. The Committee noted that doing so would reflect the importance of our Net Zero Goal to our overall strategy while aligning the anticipated runway for achievement of the Net Zero Goal with the three-year performance period set forth in the 2022 Incentive PSU Program. Please refer to the CD&A section of our 2023 Proxy Statement for further explanation of this net zero performance payout modifier in our 2022 Incentive PSU Program. Conversely, when designing the 2023 Incentive PSU Program, the Committee observed that achievement of the Company’s Net Zero Goal was a milestone to be measured as of year-end 2024, which did not align with the three-year performance period for the 2023 Incentive PSU Program (measuring performance from 2023 through year-end 2025). The Committee therefore determined not to include a net zero performance modifier as part of the 2023 Incentive PSU Program design. Instead, the Committee returned to the base design of our long-term incentive program for the 2023 Incentive PSU Program, with incentive compensation opportunity to be determined based upon Company total shareholder return (or “TSR”) performance, measured against a matrix of absolute and relative TSR performance goals over the three-year performance period. The following table provides key highlights for our 2023 STIP and 2023 Incentive PSU Programs. For purposes of our Net Zero Goal, “net zero” means zero metric tons of CO2 equivalent on a Scope 1 and Scope 2 basis attributable to the Company’s then-owned production segment assets (i.e., production segment assets that were owned by the Company as of June 30, 2021) during the twelve-month period ending December 31, 2024, after adjusting for carbon offsets generated and carbon credits purchased during such twelve-month period ending December 31, 2024.

  24. 2023 STIP and Incentive PSU Program Highlights

    2023 STIP and Incentive PSU Program Highlights

  25. 2023 STIP and Incentive PSU Program Highlights

    | 2023 Short-Term Incentive Program (Annual Cash Incentive Plan) | | | 75% of payout based on achieving key financial and operating performance goals | ■ For 2023, 75% short-term incentive program (“STIP”) funding is linked to achievement of financial and operational performance measures that align with our key strategic objectives, as follows:(1) ✓ Free cash flow per share (30%) ✓ Total capex spend per Mcfe (15%) ✓ Adjusted gross G&A expense per Mcfe (10%) ✓ Cash operating margin (10%) ✓ Finding and development costs (10%) ■ The Committee believes that these performance measures represent key performance goals that drive shareholder value | | 25% of payout based on achieving key environmental, health, and safety goals, including GHG intensity reduction | ■ For 2023, 25% of STIP funding is linked to achievement of environmental, health and safety (“EHS”) goals, as follows: ✓ EHS intensity improvement (15%) ✓ Greenhouse gas (“GHG”) intensity reduction (10%) ■ The Committee selected these metrics to align executive compensation opportunities with achievement of key safety and environmental goals during 2023 |

  26. 2023 STIP and Incentive PSU Program Highlights

    (1) See Appendix A to this proxy statement for the definition of, and additional information about, these non-GAAP performance measures.

  27. 2023 STIP and Incentive PSU Program Highlights

    | 2023 Incentive Performance Share Unit (“PSU”) Program (Long-Term, Performance-Based Equity Award) | | | Measures performance against a mix of absolute and relative total shareholder return goals | ■ Our long-term incentive program (“LTIP”) includes two award types—RSUs (weighted 40%) and incentive PSUs (weighted 60%) ■ Our 2023 Incentive PSU Program measures performance against a matrix of absolute and relative total shareholder return (“TSR”) performance goals established by the Committee ■ Directly links long-term incentive opportunity with achieving a combination of strong absolute shareholder returns and outperformance against our peers ■ Tracks a three-year performance period, commencing January 1, 2023 ■ Designed to be consistent with observed market trends, based on input from the Committee’s independent compensation consultant and investor feedback within the industry ■ Payout is capped at 2.0x to limit maximum possible payouts and mitigate compensation-related risk |

  28. 2023 STIP and Incentive PSU Program Highlights

    | Other 2023 Compensation Highlights | | | Equity for all | ■ An important element of our compensation philosophy is broad employee equity ownership ■ In 2021, we first introduced our “equity for all” program, under which every permanent employee of the Company who was not previously eligible to receive equity as part of his or her total compensation received a long-term incentive award in the form of RSUs having a grant date value of $5,000 (this grant was in addition to, and not in lieu of, existing compensation) ■ Consistent with our compensation philosophy, we continued this “equity for all” program in 2022 and again in 2023, meaning that every permanent employee of the Company received an equity award in the form of RSUs with a grant date value of at least $5,000 in each of these years ■ The Committee believes this “equity for all” compensation program affords multiple benefits to the Company by: ✓ enhancing our internal pay equity; ✓ serving as an additional, meaningful way to recognize the contributions of all employees, whose efforts drive our success as an organization; and ✓ aligning the interests of our entire workforce with the goal of achieving long-term value creation ■ The Committee and management believe that the “equity for all” program enhances our shared culture of success and affords all employees an opportunity to become owners of our Company and share in the financial benefits of the Company’s success |

  29. Evolution of Executive Compensation for 2024

    Evolution of Executive Compensation for 2024 In establishing the Company’s compensation program for 2024, the Committee determined to maintain continuity in the overall program design and, as a result, the overall design of the program for 2024 is largely consistent with 2023. However, the Committee did make certain adjustments to performance measures for 2024. Specifically, in designing the 2024 Short-Term Incentive Plan (“2024 STIP”), the Committee considered the stages of the Company’s progress down its strategic path toward achieving its Net Zero Goal and observed that the Company’s strategic focus for 2024 had evolved from identifying and achieving incremental year-over-year GHG intensity reductions, which had been the Company’s primary focus in prior years, to achieving the successful generation of carbon offsets, as the Company has successfully reached a point of near maximally abated emissions. The Committee also observed that reaching the Company’s Net Zero Goal by the end of 2024 was an existing, meaningful component of the Company’s outstanding 2022 Incentive PSU Program, the performance period for which ends, and performance under which will be measured, as of December 31, 2024. As a result of these considerations, the Committee determined not to include the GHG intensity reduction performance measure in the 2024 STIP, instead assigning 20% of 2024 STIP funding to the environmental, health, and safety intensity improvement performance measure. The Committee will continue to consider appropriate ways to further evolve the design of the Company’s annual and long-term incentive compensation programs in alignment with the Company’s planned evolution to reaching net zero in 2025, consistent with its Net Zero Goal.

  30. Evolution of Executive Compensation for 2024

    | Overview of 2024 Long-Term Incentive Program | | | Performance measured against a mix of absolute and relative TSR goals | ■ Consistent with 2023, payout under the 2024 Incentive PSU Program will be based on the Company’s TSR, measured against a matrix of absolute and relative TSR performance goals over a three-year performance period, commencing January 1, 2024 ■ Payout is capped at 2.0x to limit maximum possible payouts and mitigate compensation-related risk | | 2024 Short-Term Incentive Program | | | Performance measures are aligned with key strategic objectives | ■ For 2024, 80% of STIP funding is linked to financial and operational performance measures that align with key strategic objectives, specifically: ✓ free cash flow per share (30%) ✓ capex intensity (15%) ✓ adjusted gross G&A expense per Mcfe (15%) ✓ cash operating margin (10%) ✓ finding and development costs (10%) ■ For 2024, 20% of STIP funding is linked to successful achievement of environmental, health, and safety goals, as measured by the Company’s environmental, health, and safety intensity improvement performance measure | | Other 2024 Compensation Considerations | | | Equity for all | ■ Consistent with our compensation philosophy, the Committee again retained our “equity for all” program for 2024 |

  31. Overall Compensation Philosophy

    | Guiding Principle | | How It Drives Our Evolved Compensation Program Design | | | | 1 | Compensation program should align with shareholder success and feedback | ■ Payouts under our long-term incentive programs are based on a matrix of absolute and relative TSR over a three-year performance period ■ The Committee also recognizes the importance to shareholders of achieving key ESG goals and has included environmental, health, and safety (EHS) performance measures in the STIP since 2021 and included a Net Zero Goal modifier in our 2022 Long-Term Incentive Plan (“2022 LTIP”) | | | | 2 | Compensation methods should align the workforce with the performance of the business | ■ Low-cost operator―leverage technology and planning to drive operating efficiencies ■ Strengthen the Company’s balance sheet―incentivize a focus on free cash flow generation and paying down debt ■ Maximize shareholder value through capital allocation―incentivize a focus on full cycle returns, free cash flow generation, and lower capital expenditures | | For 2023, 75% of the STIP funding was linked to financial and operational performance measures that align with key strategic objectives: ✓ Free Cash Flow Per Share ✓ Total CapEx Spend per Mcfe ✓ Adjusted Gross G&A Expense per Mcfe ✓ Cash Operating Margin ✓ Finding and Development Costs | | | | ■ ESG―solidify our commitment to being a good neighbor, operating responsibly, and focusing on employee safety | | For 2023, 25% of STIP funding was linked to environmental, health, and safety measures, as follows: ✓ EHS Intensity Improvement ✓ Greenhouse Gas Intensity Reduction | | 3 | Compensation plan should be easy to administer | ■ For 2023 and 2024, our LTIPs include only two award types, with a consistent award mix applied to all NEOs: | | | | | | Type of Award | | Mix for All NEOs | | | | Restricted Stock Units | | 40% | | | | Incentive Performance Share Units | | 60% |

  32. Annual Incentive Compensation Philosophy

    Annual Incentive Compensation Philosophy

  33. Annual Incentive Compensation Philosophy

    | Guiding Principle | | How It Drives Our Evolved Compensation Program Design | | 4 | Annual incentive performance metrics should be easy to measure and easy to explain | ■ Performance metrics are quantifiable ■ Our digital work environment affords employees visibility into Company performance, increasing the incentive impact of the Company’s compensation programs on performance | | 5 | Annual incentive performance metrics should be within the control of employees | ■ STIP metrics are designed to ensure performance is impacted by employee actions during the annual performance period |

  34. Long-Term Incentive Compensation Philosophy

    Long-Term Incentive Compensation Philosophy

  35. Long-Term Incentive Compensation Philosophy

    | Guiding Principle | | How It Drives Our Evolved Compensation Program Design | | 6 | Long-term incentive program should be market-aligned | ■ The Committee, guided by its independent compensation consultant, utilizes compensation peer group benchmarking data to ensure alignment of program design and practices with prevailing market practices ■ The Committee recognizes the trend in the E&P industry toward a greater focus on absolute returns ■ The Committee applied a performance matrix for 2023 that reflects an appropriate balance of relative and absolute TSR and continued to apply this approach in the design of the LTIP for 2024 | | 7 | Performance measures represent keys to long-term value creation | ■ Since 2021, payouts under our LTIP have been linked to shareholder return, based on a matrix of absolute and relative performance, over a three-year performance period ■ The Committee believes performance measures under the LTIP are aligned with shareholder feedback and focus the Company’s executive team on enhancing shareholder returns over a longer-term, three-year performance period through successful execution of the Company’s strategy ■ The Committee also recognizes that long-term value creation includes key environmental, health, and safety (EHS) goals and, to this end, included achievement of net zero emissions, with a focus on environmentally responsible operations and organically generated credits, as a meaningful performance payout modifier under its 2022 LTIP, the performance period for which extends through December 31, 2024 |

  36. Long-Term Incentive Compensation Philosophy

    | Guiding Principle | | How It Drives Our Evolved Compensation Program Design | | 8 | Broad long-term incentive eligibility enables all employees to participate in ownership of the Company | ■ Consistent with our corporate values of Trust, Teamwork, Heart, and Evolution, in January 2021, the Company first introduced our “equity for all” program, with every permanent employee of the Company receiving a long-term equity incentive grant in the form of RSUs having an award target value of $5,000 ■ The “equity for all” grant represents a special, discretionary grant to employees who, prior to 2021, were not previously participants in the Company’s LTIP; these grants are in addition to, and not in lieu of, existing compensation for these employees ■ Recognizing the success of this program, the Committee has continued this program each year, including in 2023 and again in 2024 ■ All 2023 RSUs were issued under the shareholder approved EQT Corporation 2020 Long-Term Incentive Plan and will be settled in shares of Company common stock |

  37. Establishing Target Total Direct Compensation

    Establishing Target Total Direct Compensation In discharging the Board’s responsibilities relating to compensation of our NEOs, the Committee establishes the target total direct compensation (base salary plus annual and long-term incentives) for our NEOs by formulating base salaries and setting annual and long-term incentive targets.

  38. Establishing and Administering the STIP and LTIP

    Establishing and Administering the STIP and LTIP The Committee annually approves plan design, including the performance measures and metrics (target, threshold, and maximum), as well as target payouts, for our annual STIP and the performance measures, including the performance peer group, and potential payouts under the LTIP. These deliberations, which occur over the course of several meetings before a plan design is approved, involve discussions among management, the Committee’s independent compensation consultant, and the Committee. Once implemented, the Committee receives regular updates throughout the year regarding the Company’s performance to-date on performance measures under the annual STIP and all LTIPs for which long-term equity awards remain outstanding. Following the conclusion of the applicable performance period for any performance award, the Committee reviews and certifies the levels at which the performance measures were satisfied and approves the amount of incentive award payable to each NEO.

  39. Delegation of Grant Authority

    Delegation of Grant Authority The Committee has delegated to Mr. Toby Z. Rice, in his capacity as a director, the authority to authorize the grant of a limited and specified number of RSUs to: ■ newly hired or recently promoted employees on the condition that no award exceeds the 50th percentile of the market long-term incentive compensation target in value when taken together with any other related grants awarded to a grantee in the same calendar year; and ■ employees who participate in the Company’s educational assistance program, on the condition that no individual award exceeds 1,000 shares and provided that the recipient does not otherwise participate in our current long-term incentive award program. Mr. Rice may not authorize the grant of any awards to an executive officer of the Company. Additionally, all such awards must be made on standard terms approved by the Committee and are reported to the Committee for informational purposes at the next regular meeting of the Committee. The Committee has not delegated its authority to award equity to any other executive officer.

  40. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee has the sole authority to hire, terminate, and approve fees for compensation consultants, independent legal counsel, and other advisors as it deems necessary to assist in fulfilling its responsibilities. The Committee engaged Meridian Compensation Partners (“Meridian”) as its independent compensation consultant for 2023 compensation decisions applicable to our NEOs. Meridian reports directly to the Committee. Meridian provides the Committee with market data and counsel regarding executive officer compensation programs and practices (collectively, the “Compensation Consultant Services”), including: ■ competitive benchmarking; ■ peer group identification and assessment; ■ advice and market insight as to the form of, and performance measures for, annual and long-term incentive compensation; ■ marketplace compensation trends, both generally and within the Company’s industry; and ■ advice regarding the Company’s annual review of compensation risk. As part of the Compensation Consultant Services, Meridian also provides the Corporate Governance Committee of the Board with market data and competitive benchmarking for the Company’s non-employee director compensation program. Representatives of Meridian do not make recommendations on, or approve, the amount of compensation for any executive officer. The Committee may request information or advice directly from representatives of Meridian and may direct management to provide information to representatives of Meridian. Representatives of Meridian regularly interact with members of the Committee, both during and outside of Committee meetings. The Committee considered the services provided by Meridian, as well as informational responses provided by Meridian to the Committee on topics relevant to assessing Meridian’s relationship with the Company and its management team and determined that such services do not compromise Meridian’s independence as the Committee’s independent compensation consultant. Other than the Compensation Consultant Services, Meridian did not perform any other services for the Company, and, accordingly, no fees were paid for any additional services in 2023.

  41. Elements of 2023 Compensation Program

    | | Element | Form of Compensation for 2023 | Description | Highlights for 2023 Program | | FIXED | 1 Base Salary | Cash | Provides base compensation for day-to-day performance of job responsibilities | ■ Our CEO continued to accept a base salary of $1 for the entirety of 2023 and, during his tenure at EQT, has never taken a base salary of over $1 ■ Base salaries for other continuing NEOs reflect the Committee’s consideration of generally targeting the market median ■ Limited adjustments to NEOs’ base salaries in 2023 | | PERFORMANCE-BASED, VARIABLE | 2 Annual Incentives | Cash | Rewards performance during the year based on the achievement of annual performance goals established by the Committee | 2023 STIP pool funding was based upon specific, defined performance measures: ■ Free cash flow per share (30%) ■ Total capex spend per Mcfe (15%) ■ Adjusted gross G&A expense per Mcfe (10%) ■ Cash operating margin (10%) ■ Finding and development costs (10%) ■ EHS metrics (25%), which consisted of EHS intensity improvement (15%) and greenhouse gas intensity reduction (10%) | | | 3 Long-Term Incentives | ■ RSUs ■ PSUs | ■ Encourages improvement in the long-term performance of the Company ■ Aligns the financial interests of our NEOs with those of our shareholders | ■ 2023 LTIP awards for NEOs consisted of 60% PSUs and 40% RSUs ■ 2023 PSUs are tied to performance on a combination of absolute and relative total shareholder return performance over a three-year performance period ■ 2023 RSUs vest pro rata over a three-year period on each anniversary of the grant date | | | 4 Other Compensation | ■ Employee benefit plans and programs that are generally available to all employees ■ Limited perquisites | Other compensation is generally consistent with that available to all employees | ■ No personal use of Company-leased private aircraft ■ No Company-funded country club or similar dues ■ No car allowances or subsidized parking |

  42. Chief Executive Officer

    Chief Executive Officer Mr. Toby Z. Rice was appointed President and CEO on July 10, 2019, immediately following the 2019 Annual Meeting. During 2019, Mr. Rice agreed to receive a base salary of $1 for the first 12 months of his service as President and CEO and, on this basis, the Board approved a base salary of $1 for Mr. Rice. Mr. Rice has continued to accept a base salary of $1 during each of the years that followed, including 2023. Accordingly, nearly 100% of Mr. Rice’s compensation is performance-based, variable, and at-risk, and has been since his appointment as our CEO. Consistent with the Company’s compensation philosophy, the Committee intended that Mr. Rice’s 2023 compensation reflect a mix of annual and long-term incentive awards which, in the aggregate, generally approximated the market median for the CEO position based on compensation peer group benchmarking data provided by Meridian and an emphasis on performance-based compensation. Discussion of the various components of Mr. Rice’s compensation and the basis for its design is provided below.

  43. Benchmarking

    Benchmarking The Committee utilizes a compensation benchmarking peer group as part of its annual compensation process to benchmark the competitiveness, structure, and design of the Company’s executive compensation program. In the fall of 2022, the Committee, with assistance from Meridian, performed a review of the Company’s compensation benchmarking peer group to assess the continued appropriateness of the peer group for 2023. The characteristics of existing peer group companies that were considered by the Committee in conducting this review, together with the resulting changes to the Company’s 2023 compensation benchmarking peer group, are described below.

  44. Designing the 2023 Compensation Benchmarking Peer Group

    Designing the 2023 Compensation Benchmarking Peer Group In selecting the Compensation Peer Group (as defined below) for 2023, the Committee began with a review and assessment of the existing 2022 compensation benchmarking peer group. In assessing the existing peer group, the Committee considered data compiled by Meridian regarding peer company size (specifically, enterprise value, market capitalization, assets, and revenue, as compared to EQT) and dry gas as a percentage of reserves. The Committee considered these measures of size and industry characteristics to be the most important factors in selecting an appropriate set of peer companies against which to assess executive compensation decisions, including pay levels. The Committee evaluated the relative position of the Company within the peer group based on these various measures of company size and percentage of dry gas production and, in doing so, also took into consideration anticipated growth in the size of the Company expected to result from the then-pending Tug Hill and XcL Midstream Acquisitions. After evaluating various possible additions to the peer group for 2023, the Committee, having considered various factors including relative size (specifically, enterprise value, market capitalization, assets, and revenue, as compared to EQT) and dry gas as a percentage of reserves, determined to add Hess and Pioneer Natural Resources to the Compensation Peer Group for 2023. The Committee believes these additions served to enhance the utility of the peer group by better aligning the overall peer group with the Company. Continental Resources, Inc. ceased to be a publicly traded company, and the Committee determined to remove it from the 2023 compensation peer group for this reason. The Committee believes that the resulting 2023 compensation peer group represents an appropriate mix of companies relevant to the Company’s business and size. These updates to the 2023 compensation peer group are summarized below:

  45. Designing the 2023 Compensation Benchmarking Peer Group

    | Removed from 2022 Compensation Benchmarking Peer Group | Basis for Removal | | Continental Resources, Inc. | Ceased to be publicly traded in November 2022 |

  46. Designing the 2023 Compensation Benchmarking Peer Group

    | Added to Compensation Benchmarking Peer Group for 2023 | Rationale | | Hess Corporation Pioneer Natural Resources Company | Addition of these larger peer companies served to better align the Company with the peer group |

  47. 2023 Compensation Benchmarking Peer Group

    2023 Compensation Benchmarking Peer Group As a result of the above changes, the Company’s Compensation Benchmarking Peer Group for 2023 (the “Compensation Peer Group”) was as follows:

  48. 2023 Compensation Benchmarking Peer Group

    | 2023 Compensation Benchmarking Peer Group(1) | | | | Antero Resources Corporation APA Corporation Chesapeake Energy Corporation CNX Resources Corporation Coterra Energy, Inc. Comstock Resources, Inc. | Devon Energy Corporation Diamondback Energy, Inc. Hess Corporation Marathon Oil Corporation Matador Resources Co. | Murphy Oil Corporation Ovintiv Inc. PDC Energy, Inc. Pioneer Natural Resources Co. Range Resources Corporation Southwestern Energy Company |

  49. 2023 Compensation Benchmarking Peer Group

    Please refer to Appendix B for a comparison of certain financial and other metrics considered by the Committee when it constructed the 2023 Compensation Benchmarking Peer Group.

  50. 2023 Base Salary

    2023 Base Salary Base salaries are considered annually by the Committee and, where appropriate, adjusted at the beginning of each calendar year. In early 2023, the Committee engaged in its annual benchmark assessment of executive annual base salaries. Other than for Ms. Evancho, the Committee made no adjustments to the base salary of any of our NEOs for 2023. The Committee determined to increase Ms. Evancho’s base salary from $312,000 to $350,000 in connection with its review of benchmarking information of similarly-situated executive officers (please refer to “Setting Target Total Direct Compensation for 2023” above for further discussion of the Committee’s process for establishing 2023 target total direct compensation for our NEOs). As a result, the base salaries of our NEOs for 2023 were set as follows:

  51. 2023 Annual Incentives

    2023 Annual Incentives

  52. OVERVIEW

    OVERVIEW Annual cash incentive awards are designed to link annual incentive compensation opportunity with achievement of performance goals that are set annually by the Committee. The 2023 STIP performance measures are based upon a combination of financial and environmental, health, and safety performance measures designed to align annual incentive opportunity with the Company’s strategic objectives.

  53. Determination of 2023 Target Annual Incentive Awards

    Determination of 2023 Target Annual Incentive Awards Each year, typically in early February, the Committee establishes an annual incentive award target for each NEO. The Committee made the determination for the NEOs’ annual incentive target awards after taking into consideration market compensation benchmarking data from the Company’s Compensation Peer Group. Accordingly, the 2023 STIP targets for our NEOs were as follows:

  54. Determination of 2023 Target Annual Incentive Awards

    | Named Executive Officer | 2023 Annual Incentive Target ($) | | Toby Z. Rice | 1,000,000 | | Jeremy Knop | 450,000(1) | | Richard A. Duran | 215,000 | | Lesley Evancho | 227,500 | | William E. Jordan | 360,000 | | David M. Khani | 540,000 |

  55. Determination of 2023 Target Annual Incentive Awards

    (1) 2023 STIP target amount for Mr. Knop was established by the Committee in connection with his promotion to the role of Chief Financial Officer, effective July 24, 2023.

  56. Setting Performance Metrics for the 2023 Annual Incentive Awards and Determining 2023 Annual Incentive Award Funding

    Setting Performance Metrics for the 2023 Annual Incentive Awards and Determining 2023 Annual Incentive Award Funding As described above, the Committee designed the 2023 STIP metrics to align annual incentive compensation opportunity with a focus on achieving the Company’s key strategic priorities for 2023 and aligning potential payouts with the interests of our shareholders. In setting performance measures and metrics for the 2023 STIP, the Committee carefully considered each performance measure over the course of several meetings in the context of the Company’s strategic goals and priorities for 2023. The Committee also examined the prevalence of various financial and non-financial annual incentive plan performance measures utilized by peers in their annual incentive plan design and considered this peer benchmarking in assessing the design of the Company’s 2023 STIP. In doing so, the Committee reviewed the approach and methodology applied in developing the threshold, target, and maximum values for each of the proposed performance measures and assessed the degree of challenge required to achieve each of the various thresholds, targets, and maximums. Among other items, in assessing the degree of challenge, the Committee also considered the Company’s actual 2022 performance, relative to the proposed threshold, target, and maximum performance metric values, for each of the proposed performance measures. Additionally, in setting the threshold, target, and maximum performance metric values for 2023 for free cash flow per share―a performance measure that is sensitive to changes in market commodity prices for natural gas―the Committee considered the relative declines in NYMEX natural gas commodity prices, as compared to the prior year. In early 2023, the Committee approved the performance measures, as well as the specific metrics for measuring threshold, target, and maximum performance, and established the associated payout multiples under the 2023 STIP. The approved performance measures and metrics for the 2023 STIP are set forth in the table below. Notably, for 2023, the Committee determined to replace the “recycle ratio” performance measure, which was utilized as a performance measure under the Company’s 2022 STIP, with “cash operating margin” and “finding and development costs,” each measured on a dollars per Mcfe basis. The Committee believes that these two new performance measures, which previously represented the components of the recycle ratio performance measure, would be more clearly understood by employees, and thus serve to better incent employee performance in line with the Company’s strategic goals. The Committee also noted that the recycle ratio performance measure was generally not found in peer company annual incentive plan designs. Additionally, the Committee determined to increase the weighting of the existing “EHS intensity improvement” performance measure from 10% to 15% for 2023, and to eliminate “DART,” which previously represented 5% of the prior-year STIP plan funding, as a separate performance measure for 2023. In making this change, the Committee viewed performance objectives underlying the prior DART performance measure as being appropriately covered within the scope of the existing EHS Intensity Improvement measure, which measures Company performance across a range of key environmental, health, and safety categories, including injuries, accidents, near misses, and notices of violation and other environmental impacts. Further, the Committee believes this change also served to simplify the 2023 STIP by eliminating the overlapping DART performance measure. Appendix A contains additional information regarding the definition and calculation of this performance measure. For 2023, the Committee retained reduction of greenhouse gas intensity as a performance measure under the 2023 STIP, recognizing its importance to the Company’s ESG strategy in 2023 as a meaningful way to link NEOs’ annual incentive compensation opportunity with continued achievement of the Company’s greenhouse gas intensity reduction goals. The Committee consulted with, and considered input from, the Public Policy and Corporate Responsibility Committee (the “PPCR”), which monitors and oversees the environmental components of the Company’s ESG strategy, in establishing the threshold, target, and maximum performance metrics. Appendix A contains additional information regarding the definition and calculation of this performance measure. The 2023 STIP contemplates automatic adjustments for certain extraordinary items to encourage our executives to make decisions for the Company without regard to annual incentive compensation when considering these types of extraordinary items. Accordingly, the provisions of the 2023 STIP exclude from the calculation of performance measures the direct and indirect impacts of acquisitions and/or dispositions during the plan year for which the consideration exceeded $100 million and, in the Committee’s discretion, for which the consideration was between $50 million and $100 million (in each case, if not contemplated by the original business plan). The Tug Hill and XcL Midstream Acquisitions, which was completed on August 22, 2023, exceeded this threshold, and, as a result, the direct and indirect impacts of this transaction were automatically excluded under the plan provisions from the calculation of the 2023 STIP performance measures. The 2023 STIP would also have adjusted performance metrics to account for the impacts of any discontinued operations during the year, however, no such adjustments were made for 2023. Additionally, to avoid undue negative or positive effects on possible incentive amounts, the Committee also retains the discretion to adjust the determination of the incentive pool, including to increase, reduce, or eliminate the final incentive pool amount. The Committee did not exercise discretion to adjust for any such extraordinary items for 2023. The actual performance results for 2023, together with the resulting funding multiple for each performance measure, are provided in the table below. These individual funding multiples resulted in a total aggregate funded incentive performance pool of 1.05 times the target incentive pool funding amount.

  57. Setting Performance Metrics for the 2023 Annual Incentive Awards and Determining 2023 Annual Incentive Award Funding

    | | Percent of Pool Funding | Performance Measure(1) | Performance Metric | Actual Results | Funding Multiple(2) | | | 30% | Free Cash Flow Per Share | | | | | | | Threshold | $1.65 | $2.47 | 0.7x | | | | Target | $3.87 | | | | | | Maximum | $7.67 | | | | | 25% | Environmental, Health and Safety | | | | | | | Environmental, Health and Safety Intensity Improvement (15%) | | | | | | | Threshold | (15%) | 22% | 1.2x | | | | Target | 15% | | | | | | Maximum | 50% | | | | | | Greenhouse Gas Intensity Reduction (10%) | | | | | | | Threshold | 23% | 39% | 2.0x | | | | Target | 25% | | | | | | Maximum | 27% | | | | | 15% | Total Capex Per Mcfe ($/Mcfe) | | | | | | | Threshold | $0.93 | $0.91 | 0.7x | | | | Target | $0.88 | | | | | | Maximum | $0.83 | | | | | 10% | Adjusted Gross G&A Expense Per Mcfe ($/Mcfe) | | | | | | | Threshold | $0.15 | $0.12 | 2.0x | | | | Target | $0.14 | | | | | | Maximum | $0.13 | | | | | 10% | Cash Operating Margin ($/Mcfe) | | | | | | | Threshold | $3.00 | $3.11 | 1.1x | | | | Target | $3.10 | | | | | | Maximum | $3.20 | | | | | 10% | Finding and Development Costs ($/Mcfe) | | | | | | | Threshold | $0.47 | $0.47 | 0.5x | | | | Target | $0.44 | | | | | | Maximum | $0.41 | | | | | | Total funded incentive performance pool 1.05x | | | |

  58. Setting Performance Metrics for the 2023 Annual Incentive Awards and Determining 2023 Annual Incentive Award Funding

    (1) See Appendix A to this proxy statement for the definition and other important information regarding the calculation of the non-GAAP performance measures used in the Company’s 2023 STIP. As discussed in greater detail in Appendix A, for purposes of the 2023 STIP, cash operating margin was calculated using constant commodity prices, with commodity prices held constant for this metric to avoid the undue positive or negative effect of prices that are beyond the control of the NEOs and may be volatile. No such adjustment was applied in calculating free cash flow per share. Free cash flow per share was calculated using the average of the shares outstanding at the end of each calendar month, adjusting for share repurchased (added back to outstanding) and shares issued in equity offerings or as consideration for acquisitions (subtracted from outstanding). (2) Funding multiple was determined based upon actual performance, as outlined in the following table:

  59. Setting Performance Metrics for the 2023 Annual Incentive Awards and Determining 2023 Annual Incentive Award Funding

    | Performance Metric Level of Achievement | Payout Factor Applied(a) | | Threshold | 0.5 | | Target | 1.0 | | Maximum | 2.0 |

  60. Setting Performance Metrics for the 2023 Annual Incentive Awards and Determining 2023 Annual Incentive Award Funding

    (a) Performance between stated levels is assessed based on linear interpolation in each case. Performance below the “threshold” level would have resulted in a zero payout for the applicable performance measure. The Committee generally applied the 2023 STIP funding multiple of 1.05 to determine the 2023 STIP award payments for the NEOs, with no NEO receiving a 2023 STIP award payment exceeding 1.05 times target. The table below presents the 2023 annual incentive award payments:

  61. Setting Performance Metrics for the 2023 Annual Incentive Awards and Determining 2023 Annual Incentive Award Funding

    | Named Executive Officer(1) | 2023 Annual Incentive Award Payment ($) | | Toby Z. Rice | 1,050,000 | | Jeremy T. Knop | 472,500 | | Richard A. Duran | 225,750 | | Lesley Evancho | 228,875 | | William E. Jordan | 378,000 |

  62. Setting Performance Metrics for the 2023 Annual Incentive Awards and Determining 2023 Annual Incentive Award Funding

    (1) Mr. Khani’s employment with the Company terminated effective as of July 31, 2023; accordingly, he did not receive a 2023 STIP payment.

  63. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards Over the course of several meetings in late 2022 and early 2023, the Committee designed the 2023 Long-Term Incentive Plan (“2023 LTIP”) to align the long-term incentive compensation opportunity of the Company’s NEOs with the interests of shareholders and achieve the following objectives: ■ drive appropriate performance by our NEOs, consistent with achieving our evolving business objectives; ■ be market competitive to allow us to attract and retain the highest-quality executive leadership; ■ be tax efficient; ■ minimize earnings volatility; and ■ achieve a portfolio approach to performance metrics. The Committee’s considerations also included: ■ market data regarding the long-term incentive design for the Compensation Peer Group; ■ the appropriate way to incentivize NEOs toward the success of the Company; ■ existing long-term incentive programs and their combined influence on focusing NEO behavior on critical activities; ■ the availability of EQT shares under shareholder-approved plans; ■ the views shared by large shareholders; and ■ the views of proxy advisory services. As a result of the Committee’s analysis, and taking into consideration advice from Meridian, the Committee designed the NEO award mix for the 2023 long-term incentive compensation program, as outlined below.

  64. 2023 Long-Term Incentive Award Mix

    2023 Long-Term Incentive Award Mix

  65. 2023 Long-Term Incentive Award Mix

    | Percent of Awarded Value | | Type of Award | Rationale and Description | Period | | | 60% | Incentive PSUs | ■ 2023 Incentive PSUs directly link pay with an appropriate mix of absolute and relative total shareholder return (“TSR”) performance ■ 2023 Incentive PSUs will be settled in shares of EQT common stock | ■ Three-year performance period | | | 40% | Time-Based RSUs | ■ RSU awards are a strong retention tool and align NEOs’ interests with the long-term interests of shareholders ■ RSUs granted in 2023 will be settled in shares of EQT common stock | ■ RSUs granted in 2023 vest pro rata over a three-year period on each anniversary of the grant date(1) |

  66. 2023 Long-Term Incentive Award Mix

    (1) As discussed above, in connection with Mr. Knop’s promotion to Chief Financial Officer effective July 24, 2023, Mr. Knop also received a one-time award of RSUs with a grant value of $300,000 that will cliff vest on the five-year anniversary of the grant date.

  67. 2023 Incentive Performance Share Units

    2023 Incentive Performance Share Units In designing the 2023 Incentive PSU Program, the Committee determined to link the performance payout under the plan to TSR, based on a performance matrix that combines absolute and relative performance over a three-year performance period. The Committee recognized that achieving strong absolute TSR goals is important to the Company’s shareholders. At the same time, the Committee desired to incentivize management to outperform the Company’s peers, on a relative basis, in TSR. To align executive compensation with achieving these objectives, the Committee developed a performance matrix that evaluates both absolute and relative TSR performance in determining the performance payout factor under the program. The Committee believes that this approach is consistent with observed market trends and investor feedback within the industry. The Committee also believes that focusing our executive team on increasing both absolute and relative TSR aligns executive long-term incentive compensation opportunity with the interests of our shareholders.

  68. 2023 Performance Peer Group

    2023 Performance Peer Group The Committee designated a performance peer group (the “Performance Peer Group”) for purposes of evaluating the Company’s relative TSR performance. In selecting the Performance Peer Group, the Committee started with the Compensation Peer Group and discussed and implemented the following enhancements to establish a better measure of relative Company performance:

  69. 2023 Performance Peer Group

    | Enhancement | Rationale | | Assign a weighting of “two times” to each of the seven Compensation Peer Group companies that had the highest percentage of dry gas reserves | The significant majority of EQT’s reserves are dry gas; independent E&P companies with similar operations share common business dynamics, making them better benchmarks against which to evaluate relative performance | | Include the S&P 500 Index as a performance “peer” | Introduces a broad market “governor” for assessing EQT’s performance relative to the equity markets broadly |

  70. 2023 Performance Peer Group

    As a result, the Company’s Performance Peer Group for 2023 was as follows:

  71. 2023 Performance Peer Group

    | 2023 Performance Peer Group | | | Assigned a Weighting of Two Times (2x) | Assigned a Weighting of One Times (1x) | | ■ Antero Resoruces Corporation ■ Chesapeake Energy ■ CNX Resources Corporation ■ Comstock Resources, Inc. ■ Coterra Energy, Inc. ■ Range Resources Corporation ■ Southwestern Energy Company | ■ APA Corporation ■ Devon Energy Corporation ■ Diamondback Energy Inc. ■ Hess Corporation ■ Marathon Oil Corporation ■ Matador Resources Company ■ Murphy Oil Corporation ■ Ovintiv Inc. ■ PDC Energy, Inc. ■ Pioneer Natural Resources Company ■ S&P 500 Index |

  72. Performance Matrix

    | | | Preliminary Payout Factor (2023 Incentive PSU Program) | | | | | | Absolute TSR (CAGR) | 15% | 0.75x | 1.00x | 1.5x | 1.75x | 2.00x | | | 10% | 0.50x | 0.75x | 1.25x | 1.50x | 1.75x | | | 5% | 0.25x | 0.50x | 1.00x | 1.25x | 1.50x | | | 0% | 0 | 0 | 0.75x | 1.00x | 1.25x | | | (5%) | 0 | 0 | 0.50x | 0.75x | 1.00x | | | | <25th percentile | 25th percentile | 50th percentile | 75th percentile | ≥90th percentile | | | | Relative TSR Percentile Ranking(1) | | | | |

  73. Performance Matrix

    (1) Relative TSR percentile ranking is determined by comparing the Company’s TSR over the three-year performance period against the TSR of the companies included in the Performance Peer Group. The Committee maintains discretion under the terms of the 2023 Incentive PSU Program to make appropriate adjustments to the determinations of performance measures.

  74. NAMED EXECUTIVE OFFICERS’ 2023 LONG-TERM INCENTIVE AWARDS

    NAMED EXECUTIVE OFFICERS’ 2023 LONG-TERM INCENTIVE AWARDS Each NEO’s total 2023 target long-term incentive award value is presented below. The table also shows the number of RSUs and PSUs that were awarded based on the award target value. In establishing these target award values, the Committee utilized market data provided by Meridian and applied the principles for setting total direct compensation discussed above. The average closing price of the Company’s common stock on each trading day within the 30-calendar-day period preceding February 1, 2023 ($33.63), was used to determine the number of shares awarded to each NEO (i.e., for each NEO, the 2023 target long-term award dollar value shown in the table below was allocated 40% to time-based RSUs and 60% to PSUs, with each value then divided by $33.63 and rounded to the nearest 10 shares to determine the share amounts set forth below). For this reason, the grant date fair values of these awards shown in the compensation tables in the sections below are greater than the target award values. Except as noted below, the 2023 long-term incentive awards (in the form of RSUs and PSUs, as described above) were granted to our NEOs on February 13, 2023. The RSU awards vest pro rata over a three-year period on each anniversary of the date of grant, and the PSU awards vest at the conclusion of the three-year performance period.

  75. NAMED EXECUTIVE OFFICERS’ 2023 LONG-TERM INCENTIVE AWARDS

    | Named Executive Officer | Total 2023 LTIP Award Value ($) | 2023 Time-Based RSUs (40%) (#) | 2023 Incentive PSU Program (60%) (#) | | Toby Z. Rice | 9,000,000 | 107,050 | 160,580 | | Jeremy Knop | 2,360,000(1) | 25,660 | 18,220 | | Richard A. Duran | 1,000,000 | 11,900 | 17,850 | | Lesley Evancho | 962,500 | 11,450 | 17,180 | | William E. Jordan | 2,000,000 | 23,790 | 35,690 | | David M. Khani | 2,500,000 | 29,740 | 44,610 |

  76. NAMED EXECUTIVE OFFICERS’ 2023 LONG-TERM INCENTIVE AWARDS

    (1) Mr. Knop’s 2023 long-term incentive award value shown in the table above reflects (i) the 2023 LTIP award originally granted to Mr. Knop on February 13, 2023, in respect of his prior role as the Company’s Executive Vice President Corporate Development and (ii) an additional 2023 LTIP award granted on July 24, 2023, in connection with Mr. Knop’s promotion to the role of Chief Financial Officer. Additionally, in connection with Mr. Knop’s promotion to the role of Chief Financial Officer, on July 24, 2023, Mr. Knop received a one-time award of RSUs with a grant target value of $300,000, which RSUs vest on the fifth anniversary of the grant date (the value of this one-time award is not reflected as part of the table above). Details regarding these awards to Mr. Knop can be found in the 2023 Grants of Plan-Based Awards Table and related footnotes below.

  77. CERTIFICATION OF PERFORMANCE UNDER PREVIOUSLY AWARDED LONG-TERM INCENTIVE PROGRAMS

    CERTIFICATION OF PERFORMANCE UNDER PREVIOUSLY AWARDED LONG-TERM INCENTIVE PROGRAMS The performance period for the PSUs awarded under the 2021 Incentive PSU Program ended December 31, 2023. In early 2024, the Committee certified the Company’s actual performance against the performance measures for the 2021 Incentive PSU Program. The payout for the 2021 Incentive PSU Program was calculated using a payout multiple of 1.5x based upon the combined result of the Company’s absolute and relative total shareholder return performance, relative to the Company’s 2021 performance peer group, over the three-year performance period commencing January 1, 2021. Each of the NEOs other than Mr. Knop participated in the 2021 Incentive PSU Program. Please refer to the Company’s definitive proxy statement on Schedule 14A filed on February 24, 2022, for additional information regarding the 2021 Incentive PSU Program.

  78. Executive Severance Plan

    Executive Severance Plan In May 2020, the Committee approved the EQT Corporation Executive Severance Plan (the “Severance Plan”), which provides benefits to eligible participating executives upon a qualifying termination of employment. The Committee adopted the Severance Plan to transition away from the Company’s legacy approach of entering into individual severance agreements with executives and certain other key employees to a consolidated executive severance plan, which the Committee views as a best practice. The severance benefits provided under the Severance Plan are generally consistent with or, with respect to certain provisions, less favorable to the individual executive than those provided under the prior individual severance arrangements. The Committee believes that the Severance Plan supports the Company’s ability to attract and retain executives whose leadership is critical to the Company’s business by providing a participating executive with income protection in the event that he or she experiences an involuntary termination of employment without cause during the term of the Severance Plan. Upon execution of a participation agreement by an eligible participating executive, the Severance Plan replaces and supersedes any previously existing individual severance arrangement between the Company and the participating executive. Accordingly, no participants in the Severance Plan are party to individual severance-related agreements with the Company. See “Potential Payments upon Termination or Change of Control” below for more information regarding the Company’s Severance Plan, individual severance arrangements, and change of control provisions under the EQT Corporation 2020 Long-Term Incentive Plan (“2020 LTIP”), including the value of the benefits provided in various circumstances under the plan.

  79. Excise Tax Provisions

    Excise Tax Provisions If any compensation to a NEO is accelerated or becomes vested in connection with a change of control of EQT, that executive could, in some cases, be considered to have received “parachute payments” within the meaning of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). Pursuant to these tax laws, the executive could be subject to a 20% excise tax on parachute payments that exceed a certain amount, in which case the Company would be denied a tax deduction for such excess parachute payments. Agreements with the executives contain a “best net” provision, pursuant to which any “parachute payments” will be reduced to the extent necessary to avoid triggering the excise tax, unless the executive would have a more favorable after-tax result by receiving the unreduced payments and paying the excise tax, without a reimbursement or gross-up from the Company. Due to the structure of the excise tax, it is not possible to determine in advance which calculation would produce the more tax-efficient result. If the excise tax is triggered, the Company would not enjoy a tax deduction on the amount of the “excess parachute payments,” but in no event would the Company be obligated to pay any portion of the executive’s excise tax or be required to provide the executive with any gross-up relating to any such excise tax.

  80. Summary Compensation Table

    Summary Compensation Table

  81. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1)(2) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Toby Z. Rice President and Chief Executive Officer | 2023 | 1 | ― | 9,550,925 | ― | 1,050,000 | ― | 10,600,926 | | | 2022 | 1 | ― | 10,820,736 | ― | 780,000 | ― | 11,600,737 | | | 2021 | 1 | ― | 15,119,762 | ― | 1,800,000 | ― | 16,919,763 | | Jeremy T. Knop Chief Financial Officer | 2023 | 428,846 | ― | 1,807,272 | ― | 472,500 | 29,700 | 2,738,318 | | Richard A. Duran Chief Information Officer | 2023 | 380,000 | ― | 1,061,688 | ― | 225,750 | 26,665 | 1,694,103 | | | 2022 | 380,000 | ― | 1,202,536 | ― | 167,700 | 27,000 | 1,777,236 | | | 2021 | 380,000 | ― | 1,680,156 | ― | 387,000 | 26,100 | 2,473,256 | | Lesley Evancho Chief Human Resources Officer | 2023 | 341,231 | ― | 1,021,732 | ― | 228,875 | 29,700 | 1,621,538 | | | 2022 | 312,000 | ― | 1,219,468 | ― | 167,310 | 27,000 | 1,725,778 | | | 2021 | 312,000 | ― | 1,703,643 | ― | 386,100 | 26,100 | 2,427,843 | | William E. Jordan Executive Vice President, General Counsel and Corporate Secretary | 2023 | 450,000 | ― | 2,122,676 | ― | 378,000 | 29,700 | 2,980,376 | | | 2022 | 450,000 | ― | 2,404,859 | ― | 280,800 | 18,300 | 3,153,959 | | | 2021 | 450,000 | ― | 3,360,148 | ― | 648,000 | 17,400 | 4,475,548 | | David M. Khani Former Chief Financial Officer | 2023 | 344,769 | ― | 2,653,328 | ― | ― | 2,655,338(5) | 5,653,435 | | | 2022 | 540,000 | ― | 3,005,765 | ― | 421,200 | 27,450 | 3,994,415 | | | 2021 | 539,999 | ― | 4,199,938 | ― | 972,000 | 26,100 | 5,738,037 |

  82. Summary Compensation Table

    (1) The amounts reported in these columns reflect the accounting cost for these awards and do not necessarily correspond to the actual economic value that may be received by the named executive officers. (2) The amounts for 2023 in this column reflect the aggregate grant date fair values determined in accordance with FASB ASC Topic 718 using the assumptions described in Note 10 to EQT’s Consolidated Financial Statements, which is included in our 2023 Annual Report. Pursuant to SEC rules, the amounts shown in the Summary Compensation Table for awards subject to performance conditions are based on the probable outcome as of the date of grant and are shown at target, excluding the impact of estimated forfeitures. Assuming that the highest level of performance conditions is achieved, the grant date fair values of the awards granted in 2023 would be: $15,711,577 for Mr. Rice; $2,678,853 for Mr. Knop; $1,746,504 for Mr. Duran; $1,680,843 for Ms. Evancho; $3,491,923 for Mr. Jordan; and $4,364,791 for Mr. Khani. (3) The amounts for 2023 reflect the dollar value of annual incentive compensation earned under the 2023 STIP, which amounts were paid in cash in the first quarter of 2024. (4) With the exception of Mr. Khani, the amounts for 2023 represent the dollar value of the Company’s contributions to the 401(k) plan. This amount for Mr. Khani reflects (i) the Company’s contribution of $29,700 to the 401(k) plan and (ii) the lump sum severance payment of $2,625,638 paid to Mr. Khani upon his separation from service from the Company.

  83. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table

  84. 2023 Grants of Plan-Based Awards Table

    | Name | Type of Award(1) | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | All Other Stock Awards; Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | | Target ($) | Target (#) | Maximum (#) | | | | Toby Z. Rice | STIP | — | — | 1,000,000 | — | — | — | — | | | PSU | 2/13/23 | 2/8/23 | — | 160,580 | 321,160 | — | 6,160,652 | | | RSU | 2/13/23 | 2/8/23 | — | — | — | 107,050 | 3,390,274 | | Jeremy T. Knop | STIP | — | — | 450,000 | — | — | — | — | | | PSU | 2/13/23 | 2/8/23 | — | 7,140 | 14,280 | — | 273,926 | | | RSU | 2/13/23 | 2/8/23 | — | — | — | 10,710 | 339,186 | | | PSU | 7/24/23 | 7/18/23 | — | 11,080 | 22,160 | — | 597,655 | | | RSU | 7/24/23 | 7/18/23 | — | — | — | 14,950 | 596,505 | | Richard A. Duran | STIP | — | — | 215,000 | — | — | — | — | | | PSU | 2/13/23 | 2/8/23 | — | 17,850 | 35,700 | — | 684,815 | | | RSU | 2/13/23 | 2/8/23 | — | — | — | 11,900 | 376,873 | | Lesley Evancho | STIP | — | — | 227,500 | — | — | — | — | | | PSU | 2/13/23 | 2/8/23 | — | 17,180 | 34,360 | — | 659,111 | | | RSU | 2/13/23 | 2/8/23 | — | — | — | 11,450 | 362,622 | | William E. Jordan | STIP | — | — | 360,000 | — | — | — | — | | | PSU | 2/13/23 | 2/8/23 | — | 35,690 | 71,380 | — | 1,369,247 | | | RSU | 2/13/23 | 2/8/23 | — | — | — | 23,790 | 753,429 | | David M. Khani | STIP | — | — | 540,000 | — | — | — | — | | | PSU | 2/13/23 | 2/8/23 | — | 44,610 | 89,220 | — | 1,711,463 | | | RSU | 2/13/23 | 2/8/23 | — | — | — | 29,740 | 941,866 |

  85. 2023 Grants of Plan-Based Awards Table

    (1) Type of Award:

  86. 2023 Grants of Plan-Based Awards Table

    | STIP | = | 2023 STIP | | PSU | = | 2023 Incentive PSU Program Awards | | RSU | = | 2023 Restricted Stock Unit Awards |

  87. 2023 Grants of Plan-Based Awards Table

    (2) This column reflects the annual incentive award target amounts payable under the 2023 STIP. Awards with respect to the 2023 STIP were paid in cash in the first quarter of 2024. The target amounts reflected in the table represent the target 2023 annual incentive awards under the 2023 STIP, as approved by the Committee in February 2023. Performance results below specified levels would have resulted in zero payout under the 2023 STIP; there was no maximum individual award. See the section titled “2023 Annual Incentives” in the CD&A for further discussion of the 2023 STIP. (3) These columns reflect the target and maximum number of units payable under the 2023 Incentive PSU Program granted to the NEOs on February 13, 2023. The base payout factor for the 2023 Incentive PSU Program is based on TSR, as measured based on a matrix of absolute TSR performance and relative TSR performance compared to the TSR of the Performance Peer Group, in each case, over the performance period beginning on January 1, 2023 and ending on December 31, 2025. As there is no guaranteed minimum payout for these awards and the Committee has discretion to decrease any award otherwise payable, we have not included a threshold amount. The “Target” amount represents 100% of the grant and the “Maximum” amount represents 200% of the grant. The actual payout amounts depend upon the satisfaction of the performance measures over the performance period and the certification of the Committee. Grant date values are determined in accordance with ASC Topic 718. This column reflects the number of time-based RSUs granted to the named executive officers. Grant date values are determined in accordance with ASC Topic 718. See “2023 Long-Term Incentive Awards” in the CD&A for further discussion of these awards.

  88. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  89. Outstanding Equity Awards at Fiscal Year-End

    | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(4) ($) | | Toby Z. Rice | 1,000,000 | ― | 10.00 | 2/27/27 | 97,341 | 3,763,209 | 438,030 | 16,934,240 | | | ― | ― | ― | ― | 112,782 | 4,360,167 | 253,754 | 9,810,117 | | | ― | ― | ― | ― | 108,782 | 4,205,519 | 163,178 | 6,308,475 | | Jeremy T. Knop | ― | ― | ― | ― | 14,863 | 574,612 | ― | ― | | | ― | ― | ― | ― | 6,585 | 254,570 | 6,588 | 254,689 | | | ― | ― | ― | ― | 10,883 | 420,748 | 7,256 | 280,499 | | | ― | ― | ― | ― | 15,059 | 582,197 | 11,161 | 431,488 | | Richard A. Duran | ― | ― | ― | ― | 10,819 | 418,258 | 48,672 | 1,881,671 | | | ― | ― | ― | ― | 12,537 | 484,667 | 28,197 | 1,090,102 | | | ― | ― | ― | ― | 12,093 | 467,498 | 18,139 | 701,247 | | Lesley Evancho | ― | ― | ― | ― | 10,970 | 424,083 | 49,353 | 1,907,977 | | | ― | ― | ― | ― | 12,709 | 491,323 | 28,599 | 1,105,646 | | | ― | ― | ― | ― | 11,635 | 449,820 | 17,458 | 674,926 | | William E. Jordan | ― | ― | ― | ― | 21,634 | 836,362 | 97,345 | 3,763,342 | | | ― | ― | ― | ― | 25,067 | 969,094 | 56,394 | 2,180,203 | | | ― | ― | ― | ― | 24,175 | 934,603 | 36,268 | 1,402,102 | | David M. Khani | ― | ― | ― | ― | ― | ― | 121,676 | 4,703,978 | | | | ― | ― | ― | ― | ― | 70,488 | 2,725,055 | | | ― | ― | ― | ― | ― | ― | 7,516 | 290,569 |

  90. Outstanding Equity Awards at Fiscal Year-End

    (1) This column reflects (a) the unvested portion of the 2021 RSU awards granted on February 10, 2021 to Ms. Evancho and Messrs. Rice, Khani, Knop, Duran, and Jordan, two-thirds of which vested on February 10, 2022 and February 10, 2023, respectively, with the remaining one-third vesting on February 10, 2024; (b) the 2022 RSU awards granted on February 4, 2022 to each named executive officer, one-third of which vested on February 4, 2023 with the remaining two-thirds vesting on February 4, 2024 and February 4, 2025, respectively; (c) the 2023 RSU awards granted on February 3, 2023 to each named executive officer, which vest in three equal annual installments beginning on the first anniversary of the grant date; and (d) two additional 2023 RSU awards granted on July 24, 2023 to Mr. Knop, which vest (i) for one award, in three equal annual installments beginning on the first anniversary of the grant date and (ii) for the second award, in one installment on the fifth anniversary of the grant date. (2) This column reflects the market value of RSUs that have not vested, as determined by multiplying the number of shares or units as shown in the column to the left by $38.66, the closing price of the Company’s common stock on December 29, 2023. (3) This column reflects unvested PSUs as of December 31, 2023, which were granted pursuant to the 2021 Incentive PSU Program, the 2022 Incentive PSU Program, and the 2023 Incentive PSU Program (in each case, including accrued dividends). Awards under the 2022 and 2023 Incentive PSU Programs do not vest until payment following the end of the respective performance periods, which is expected to occur in the first quarter of 2025 and 2026, respectively. Awards under the 2021 Incentive PSU Program will vest upon payment, which is expected to occur in the first quarter of 2024. This column reflects the payout values at December 31, 2023 of unearned 2021 PSUs, unearned 2022 PSUs, and unearned 2023 PSUs, respectively. The payout values were determined by multiplying the number of units as shown in the column to the left by $38.66, the closing price of the Company’s common stock on December 29, 2023. The actual payout values under the programs depend upon, among other things, the Company’s actual performance through the end of the applicable performance periods and the Company’s future stock price.

  91. Option Exercised and Stock Vested

    Option Exercised and Stock Vested

  92. Option Exercised and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Toby Z. Rice | 1,245,210 | 39,878,034 | | Jeremy T. Knop | 17,866 | 589,314 | | Richard A. Duran | 102,216 | 3,285,680 | | Lesley Evancho | 103,646 | 3,331,642 | | William E. Jordan | 204,424 | 6,571,107 | | David M. Khani | 322,127 | 10,953,805 |

  93. Option Exercised and Stock Vested

    (1) Amounts in this column represent the aggregate number of (a) RSUs that vested in accordance with the terms of their respective award agreements; and (b) PSUs that vested in accordance with the terms of the EQT Corporation 2020 Incentive Performance Share Unit Program. Consistent with Company policy, upon the vesting of these awards, the Company withheld a portion of the otherwise distributable shares in respect of taxes, as follows in aggregate: Mr. Rice—536,811 shares; Mr. Knop—4,548 shares; Mr. Duran—36,027 shares; Ms. Evancho—40,880 shares; Mr. Jordan—75,787 shares; and Mr. Khani—136,366 shares. (2) Stock awards value realized is determined by multiplying (i) the closing market price of EQT’s common stock on the vesting date by (ii) the number of shares of common stock that vested on that date.

  94. Pension Benefits and Non-Qualified Deferred Compensation

    Pension Benefits and Non-Qualified Deferred Compensation The Company does not maintain a defined benefit pension plan or a deferred compensation plan for employees, and there are no deferred compensation balances.

  95. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control The Company maintains certain plans and has entered into certain agreements that require the Company to provide compensation to the named executive officers in the event of a termination of employment, including a termination of employment following a change of control of the Company. These plans and agreements are summarized below, and such summaries are qualified in their entirety by reference to the full text of such plans and agreements. The 2020 LTIP, the EQT Corporation 2019 Long-Term Incentive Plan (the “2019 LTIP”), and Severance Plan, as well as the forms of our Incentive PSU Program, Restricted Stock Unit Award Agreement, Stock Option Participant Award Agreement, and Short-Term Incentive Plan, and other written agreements described below, have been filed with the SEC as exhibits to, or incorporated by reference in, our 2023 Annual Report.

  96. Payments upon Termination of Employment

    Payments upon Termination of Employment As previously announced, on February 11, 2023, it was determined that Mr. Khani, our former Chief Financial Officer, would transition from the Company and cease to serve as Chief Financial Officer, effective as of a future date designated by the Company. Mr. Khani’s employment with the Company terminated effective as of July 31, 2023. In connection with his termination without cause, and in accordance with his Confidentiality, Non-Solicitation and Non-Competition Agreement, dated January 3, 2020, and Transition Agreement and General Release, dated February 11, 2023 (collectively, the “Agreement”), upon his separation from the Company, (i) Mr. Khani received a lump sum cash payment of $2,625,638, which amount is included in the “All Other Compensation” column of the Summary Compensation Table above, (ii) Mr. Khani’s outstanding restricted share unit awards (or, in the case of his 2023 RSUs, a pro rata portion of such award) accelerated and vested, and (iii) Mr. Khani’s outstanding incentive performance share unit awards (or, in the case of Mr. Khani’s 2023 Incentive PSU Program award, a pro rata portion of such award) remain outstanding and eligible to vest based upon their respective performance criteria and will be earned, if at all, based on actual performance through the end of their respective performance periods. The estimated intrinsic value of the equity awards described in the foregoing items (ii) and (iii) is approximately $15,267,321 based on the fair value of such restricted stock unit awards as of the vesting date or, with respect to the incentive performance share unit awards that remained outstanding as of December 31, 2023, the fair value determined as of December 31, 2023. The following information (our “PVP Table”) is presented to disclose the relationship between executive compensation actually paid (“CAP”), as calculated under applicable SEC rules, and the Company’s financial performance. As required by SEC rules, the table presented below discloses CAP for (i) the Company’s principal executive officer (“PEO”), Mr. Toby Z. Rice, and (ii) the Company’s NEOs other than Mr. Rice, on an average basis. The methodology for calculating amounts presented in the columns for 2023 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table totals to arrive at the values presented for CAP, are provided in the footnotes to the table. A narrative discussion of the relationship between CAP and the Company performance measures (i) listed in the table below and (ii) that the Company has deemed most important in linking CAP during 2023 to Company performance is also presented below. For prior years’ footnotes describing the adjustments to calculate PEO CAP and Non-PEO NEOs CAP, please refer to our 2023 Proxy Statement. We have identified free cash flow(1) as our Company-Selected Measure that represents, in our view, the most important financial performance measure used to link CAP to our performance. We believe that our ability to grow our free cash flow is important to our shareholders, as increased free cash flow supports our ability to pay regular quarterly dividends, reduce our outstanding indebtedness, and engage in share repurchases, among other benefits. Free cash flow, measured on a per share basis, is the most heavily weighted performance measure under our 2023 STIP, with Company performance on this measure driving 30% of the plan funding for the 2023 STIP, as described in greater detail in our Compensation Discussion and Analysis. (1) Free cash flow is a non-GAAP financial measure. See Appendix A for the definition of, and other important information regarding, this non-GAAP financial measure.

  97. Pay Versus Performance Table

    Pay Versus Performance Table

  98. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss)(5) ($ thousands) | Free Cash Flow(6) ($ millions) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(4) | | | | 2023 | $10,600,926 | $23,366,571(1) | $2,937,554 | $4,391,807(3) | $368.48 | $203.87 | $1,735,232 | $879 | | 2022 | $11,600,737 | $46,062,802 | $2,662,847 | $8,559,063 | $317.08 | $223.41 | $1,770,965 | $1,939 | | 2021 | $16,919,763 | $37,208,460 | $3,778,671 | $6,869,438 | $201.20 | $146.75 | $(1,142,747) | $935 | | 2020 | $7,526,515 | $21,609,213 | $3,025,725 | $5,205,481 | $117.25 | $66.66 | $(958,799) | $325 |

  99. Pay Versus Performance Table

    (1) PEO CAP for 2023 was calculated as follows: (i) Mr. Rice’s Summary Compensation Table Total for 2023, minus (ii) the grant date fair value of the equity awards granted to Mr. Rice in 2023 (the “Grant Date Fair Value—2023 Equity Grants”), plus (iii) the fair value at year-end 2023 of the equity awards granted to Mr. Rice in 2023 that remained outstanding and unvested at year-end 2023 (the “Fair Value at Year-end—2023 Equity Grants”), plus (iv) for the portion of the equity awards granted to Mr. Rice prior to 2023 that remained outstanding and unvested at year-end 2023, the amount by which the fair value at year-end 2023 exceeded the fair value at year-end 2022 (the “Increase in Fair Value at Year-end—Unvested Portions of Pre-2023 Equity Grants”), plus (v) for Mr. Rice’s 2020 Stock Options Award, the amount equal to the change in fair value at the vesting date, as compared to the fair value at year-end 2023 (the “Changes in Fair Value at Stock Options Vesting Date”), plus (vi) for Mr. Rice’s 2021 and 2022 RSU Awards, the amount equal to the change in fair value at the vesting date, as compared to the fair value at year-end 2023 (the “Changes in Fair Value of 2021 and 2022 RSU Awards at Vesting Dates”).

  100. Pay Versus Performance Table

    | (i) 2023 Summary Comp Table Total | minus, (ii) Grant Date Fair Value—2023 Equity Grants | | plus, (iii) Fair Value at Year-end—2023 Equity Grants | | plus, (iv) Increase in Fair Value at Year-end—Unvested Portions of Pre-2023 Equity Grants | | plus, (v) Changes in Fair Value at Stock Options Vesting Date | plus, (vi) Changes in Fair Value of 2021 and 2022 RSU Awards at Vesting Dates | 2023 CAP to PEO | | | 2023 Incentive PSU Award | 2023 RSU Awards | 2023 Incentive PSU Award | 2023 RSU Awards | 2021 and 2022 RSU Awards | 2021 and 2022 Incentive PSU Awards | | | | | $10,600,926 | $(6,160,562) | $(3,390,274) | $8,198,342 | $4,205,519 | $1,120,719 | $9,249,578 | $(113,167) | $(344,510) | $23,366,571 |

  101. Pay Versus Performance Table

    For years 2023 through 2020, the Non-PEO NEOs were: ■

  102. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of our CEO, Mr. Toby Z. Rice, to that of our median employee. In making this pay ratio disclosure, other companies may use assumptions, estimates, and methodologies different than ours; as a result, the following information may not be directly comparable to the information provided by other companies in our peer group or otherwise. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Mr. Rice’s annual total compensation for 2023, calculated pursuant to SEC rules, was $10,600,926. The annual total compensation of the median employee of the Company for 2023, calculated pursuant to SEC rules, was $135,105. Accordingly, the ratio of the annual total compensation of the CEO to that of the median employee of the Company was 78:1 for 2023. For the year ended December 31, 2023, we used the same median employee as was used in the previous year. For the year ended December 31, 2022, we identified a new median employee, as the employee we had identified in 2021 was no longer employed on the Determination Date (as defined below). In identifying the median employee, we used the following methodology, which was identical to the steps that we took in identifying the median employee in 2021. We used total direct compensation as our compensation measure and a determination date of December 31, 2022 (the “Determination Date”). Total direct compensation is (i) annual base salary, plus (ii) target annual bonus, plus (iii) annual equity incentive target or, in the case of hourly employees, (i)(x) hourly rate (as of the Determination Date), times (y) expected hours per year, plus (ii) target annual bonus, plus (iii) annual equity incentive target. We believe that total direct compensation is an appropriate compensation measure because, under our “equity for all” program, every permanent employee received an RSU grant in 2022 (and again in 2023). We then selected the median employee, having identified the 2022 total direct compensation for all of our employees (excluding our CEO) on the Determination Date. We included all employees (full-time and part-time) in our calculation. We did not make any other assumptions, adjustments, or estimates with respect to our calculation of total direct compensation or our determination of the median employee.