DEF 14A of EQT Corp, Mar 3, 2025

DEF 14A of EQT Corp

Filed Mar 3, 2025 · FY20240001104659-25-019408

Open on EDGAR

  1. Proxy Statement

    | 74 | Compensation Tables | | 74 | ■ Summary Compensation Table | | 75 | ■ 2024 Grants of Plan-Based Awards Table | | 76 | ■ Outstanding Equity Awards at Fiscal Year-End | | 77 | ■ Option Exercised and Stock Vested | | 77 | ■ Pension Benefits and Non-Qualified Deferred Compensation | | 77 | ■ Potential Payments Upon Termination or Change of Control | | 86 | PAY VERSUS PERFORMANCE | | 86 | Pay Versus Performance Table | | 88 | Narrative Discussion of Relationship Between CAP and Financial Performance Measures | | 91 | PAY RATIO DISCLOSURE | | 92 | Officer Exculpation | | 92 | Proposal 3—Approval of an Amendment to the Company’s Bylaws to reflect Pennsylvania Law Provisions regarding Officer Exculpation | | 94 | EQT Corporation 2025 Employee Stock Purchase Plan | | 94 | Proposal 4—Approval of the EQT Corporation 2025 Employee Stock Purchase Plan | | 102 | AUDIT MATTERS | | 102 | Proposal 5— Ratification of the Appointment of Ernst& Young LLP as the Company’s IndependentRegistered Public Accounting Firm for 2025 | | 103 | Auditor Fees | | 104 | Report of the Audit Committee | | 105 | EQUITY OWNERSHIP | | 105 | Security Ownership of Certain Beneficial Owners | | 106 | Security Ownership of Management | | 108 | QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING | | 108 | 2025 Annual Meeting of Shareholders | | 117 | ADDITIONAL INFORMATION | | 117 | Other Matters | | 117 | 2024 Annual Report on Form 10-K | | | APPENDICES | | A-1 | ■ Appendix A | | B-1 | ■ Appendix B | | C-1 | ■ Appendix C |

  2. 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.

  3. Director Nominees

    | Name and Principal Occupation | | Age | Director Since | Ind. | Other Current Public Company Boards | Current Committee Membership | | | | | | | | | | | A | CG | MDC | PPCR | | | VICKY A. BAILEY President, Anderson Stratton International, LLC | 72 | 2024 | | 2 | | | | | | | LEE M. CANAAN Founder and Portfolio Manager, Braeburn Capital Partners, LLC | 68 | 2019 | | 1 | | | | | | | FRANK C. HU Former Investment Analyst and Vice President, Capital World Investors | 63 | 2021 | | 1 | | | | | | | DR. KATHRYN J. JACKSON Former Director of Energy and Technology Consulting, KeySource, Inc. | 67 | 2019 | | 2 | | | | | | | THOMAS F. KARAM Former Executive Chairman and Chief Executive Officer, Equitrans Midstream Corporation | 66 | 2024 | | — | | | | | | | JOHN F. MCCARTNEY Chair Member, Quantuck Advisors LLP | 72 | 2019 | | 2 | | | | | | | DANIEL J. RICE IV Chief Executive Officer, NET Power Inc.; former Chief Executive Officer, Rice Energy Inc. | 44 | 2017 | | 1 | | | | | | | TOBY Z. RICE President and Chief Executive Officer, EQT | 43 | 2019 | | — | | | | | | | ROBERT F. VAGT Former President, The Heinz Endowments | 77 | 2024 | | 1 | | | | | | | HALLIE A. VANDERHIDER Former Managing Director, SFC Energy Management LP | 67 | 2019 | | 1 | | | | |

  4. Director Nominees

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

  5. Director Nominees

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

  6. Snapshot of Director Nominees

    Snapshot of Director Nominees Our director nominees are highly qualified and, together, embody an effective and robust mix of skills and experience. As further detailed in the racial/ethnic and gender diversity 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) Mses. Beebe, Carrig and Powers and Mr. McManus are excluded, as they are not standing for reelection at the 2025 Annual Meeting. Chart reflects the number of director nominees possessing each given skillset.

  7. 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 (or, in the case of Mr. Vagt, the day following the date of the 2026 annual meeting if he is then serving as director), as required by our Amended and Restated Bylaws, as amended effective July 18, 2024 (our “Bylaws”) and consistent with our Corporate Governance Guidelines. 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. Pursuant to the Agreement and Plan of Merger, dated as of March 10, 2024 (the “Merger Agreement”), by and among the Company, certain indirect wholly owned subsidiaries of the Company, and Equitrans Midstream Corporation (“Equitrans”), on July 22, 2024, in connection with the closing of our acquisition of Equitrans, the Board increased the number of directors on the Board by three members (to the current 14) and appointed Vicky A. Bailey, Thomas F. Karam, and Robert F. Vagt (collectively, the “Equitrans Designees”), each of whom was a member of the board of directors of Equitrans prior to the closing, to the Board. Our current Board consists of 14 members. The current terms of all 14 directors expire at the 2025 Annual Meeting, and 10 of such directors have been nominated and have agreed to stand for reelection at the 2025 Annual Meeting. As of the 2025 Annual Meeting, the size of the Board will be reduced from 14 to 10 members, as Mses. Beebe, Carrig and Powers and Mr. McManus are not standing for reelection at the 2025 Annual Meeting. Section 3.07 of the Company’s Amended and Restated Bylaws (the “Bylaws”) generally prohibits a director from standing for re-election at the annual meeting of shareholders next following his or her 74th birthday (the “Mandatory Retirement Age”). Consistent with the Company’s agreement under the Merger Agreement to take all necessary action to nominate the Equitrans Designees for election to the Board at the 2025 Annual Shareholders Meeting, on July 18, 2024, upon approval by the Company’s shareholders of the proposals presented at the Company’s special meeting of shareholders held on such date pursuant to the Merger Agreement, the Company’s Bylaws were amended in order to exempt from the Mandatory Retirement Age restriction the Equitrans Designees until the date of the Company’s 2026 annual shareholders meeting. On this basis, Mr. Vagt, currently age 77, qualifies for nomination and election at the 2025 Annual Shareholders Meeting. Mr. Toby Z. Rice (who is an executive officer of the Company) and Mr. Daniel J. Rice IV (who is an immediate family member (brother) of Mr. Toby Z. Rice, an executive officer of the Company) are not independent. The Board has determined that each of EQT’s other eight director nominees 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 the director nominees. Each of the 10 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 2025 Annual Meeting, the persons named as proxies intend to vote for a substitute director nominee proposed by the Board, unless the Board decides to reduce the size of the Board. Each director nominee must be elected by a majority of the votes cast “for,” and votes may not be cumulated. In addition, in accordance with 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 and the Board’s explanation of its decision will be promptly disclosed in a Current Report on Form 8-K filed with the SEC.

  8. Proposal 1―Election of Directors

    | | The Board of Directors recommends a vote FOR the election of each of the following director nominees to serve for a one-year term expiring at the 2026 Annual Meeting of Shareholders. |

  9. Director Nominees

    Director Nominees Information with respect to our director nominees is as of March 3, 2025.

  10. Director Nominees

    | COMMITTEES ■ Corporate Governance ■ Public Policy and Corporate Responsibility | Vicky A. Bailey | Age 72 Independent Director since July 2024 | | | SUMMARY ■ President of Anderson Stratton International, LLC, a strategic consulting and governmental relations firm (2005 to present) ■ Former director of EQT Corporation (2004 to 2018) and Equitrans Midstream Corporation (2018 until its acquisition by EQT in 2024) ■ Former director of Cheniere Energy (2005 to 2023) ■ Former Assistant Secretary, U.S. Department of Energy (domestic policy and international affairs) (2001 to 2004) ■ Former Commissioner, Federal Energy Regulatory Commission (1993 to 2000) OTHER PUBLIC COMPANY BOARDS ■ Occidental Petroleum Corp. (NYSE: OXY), a global oil and gas exploration and production company (2022 to present) ■ TXNM Energy, Inc. (NYSE: TXNM) (formerly PNM Resources, Inc.), an energy holding company with regulated electric utilities in New Mexico and Texas (2019 to present) | QUALIFICATIONS The Board values Ms. Bailey’s substantial regulatory and senior management experience in the energy industry, which enables her to provide valuable insights into issues facing the Company’s regulated transmission business and interactions with regulatory agencies and with respect to energy policy issues. Ms. Bailey brings significant public company board experience. |

  11. Director Nominees

    | COMMITTEES ■ Audit ■ Corporate Governance | Lee M. Canaan | Age 68 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. |

  12. Director Nominees

    | COMMITTEES ■ Audit ■ Public Policy and Corporate Responsibility | Frank C. Hu | Age 63 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 ■ Audit ■ Public Policy and Corporate Responsibility | Dr. Kathryn J. Jackson | Age 67 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 ■ Public Policy and Corporate Responsibility | Thomas F. Karam | Age 66 Director since July 2024 | | | SUMMARY ■ Former Executive Chairman of Equitrans Midstream Corporation (2024 until its acquisition by EQT on July 22, 2024) ■ Former Chairman of the Board of Directors and Chief Executive Officer of Equitrans Midstream Corporation (July 2019 through 2023) and former President and Chief Executive Officer of Equitrans Midstream Corporation (September 2018 to July 2019) ■ Former President, Midstream (August 2018 to the spin-off of Equitrans Midstream Corporation in November 2018 (the “ETRN Spin-off”) and former director of EQT (November 2017 to the ETRN Spin-off) ■ Founder and former Chairman, Karbon Partners, LLC (April 2017 to August 2018) ■ Founder and former Chairman and Chief Executive Officer of PennTex Midstream Partners, LP (2014 until sale of its general partner to Energy Transfer Partners in 2016) | QUALIFICATIONS Having served as a senior executive and entrepreneur in the midstream sector for over 25 years, the Board values Mr. Karam’s extensive executive leadership and midstream business experience. The Board also benefits from Mr. Karam’s deep knowledge and understanding of the recently acquired Equitrans Midstream Corporation business assets. |

  15. Director Nominees

    | COMMITTEES ■ Corporate Governance ■ Public Policy and Corporate Responsibility | John F. McCartney | Age 72 Independent Director since July 2019 | | | SUMMARY ■ Chair Member, Quantuck Advisors LLP, an investment management firm (1998 to present) ■ Former 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. |

  16. Director Nominees

    | COMMITTEES ■ Public Policy and Corporate Responsibility | Daniel J. Rice IV | Age 44 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. |

  17. Director Nominees

    | | Toby Z. Rice | Age 43 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. |

  18. Director Nominees

    | COMMITTEES ■ Audit ■ Management Development and Compensation | Robert F. Vagt | Age 77 Independent Director since July 2024 | | | SUMMARY ■ Former director of both EQT Corporation (2017 to 2018) and Equitrans Midstream Corporation (2018 until its acquisition by EQT in 2024) ■ Former director, Rice Energy Inc. (2014 to 2017) ■ Former President, The Heinz Endowments (2008 to 2014) ■ Former President, Davidson College (1997 to 2007) OTHER PUBLIC COMPANY BOARDS ■ Kinder Morgan, Inc. (NYSE: KMI), an energy infrastructure company (2012 to present) | QUALIFICATIONS The Board values Mr. Vagt’s significant executive and operational oil and gas industry experience, as well as the experience and broad perspectives he brings from his professional background serving in both the public and private sectors and as a director of both upstream and midstream businesses. Mr. Vagt also has extensive public company board experience. |

  19. Director Nominees

    | COMMITTEES ■ Audit ■ Management Development and Compensation | Hallie A. Vanderhider | Age 67 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. Director Time Commitment Considerations

    Director Time Commitment Considerations In evaluating nominees to serve on our Board, the Corporate Governance Committee and the Board consider, among other things, potential time constraints on a director nominee’s ability to effectively fulfill their duties as a director of EQT, especially with respect to the director nominee’s expected time commitments serving as a director and/or executive of other public companies. EQT’s Corporate Governance Guidelines: ■ prohibit a non-employee director of EQT from serving concurrently on the boards of more than four publicly traded companies (including EQT’s Board); and ■ prohibit any EQT director who serves as the Chief Executive Officer of a publicly traded company (including EQT) from serving concurrently on the boards of more than two publicly traded companies (including EQT’s Board).

  21. Board Meetings

    Board Meetings In 2024, the Board held five regular meetings and seven special meetings. The independent directors met five times in executive session without management present and with our independent Board Chair presiding. Each director attended 75% or more of the total number of meetings of the Board and his or her respective committees. While the Company does not have a formal policy on director attendance at annual meetings, it strongly encourages its directors to attend the annual meeting of shareholders. All then-serving directors attended the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), which was held in a virtual-only meeting format.

  22. Board Committees

    Board Committees The Board maintains four standing committees, each of which is described below. The responsibilities of each standing committee are set forth in a written charter. Committee charters are reviewed annually by the Corporate Governance Committee and the Board. The current members and chair of each standing committee are presented below. The Corporate Governance Committee and the Board annually review, and the Board annually appoints, the members and the chair of each standing committee, with any changes to committee membership or committee chairs typically made effective as of immediately following the Company’s annual shareholders meeting (though the Board may, from time to time, also make changes to committee membership or committee chairs outside of this normal annual process). The Board may form new committees, disband existing committees, and delegate additional responsibilities to a committee.

  23. Board Committees

    | | All standing committee charters are available on our website at ir.eqt.com/investor-relations/governance. |

  24. Board Committees

    | Audit Committee | Meetings Held in 2024: 7 | | | MEMBERS(1) ■ Lee M. Canaan ■ Frank C. Hu ■ Dr. Kathryn J. Jackson ■ Anita M. Powers ■ Robert F. Vagt ■ Hallie A. Vanderhider | | PRIMARY RESPONSIBILITIES The Audit Committee: ■ oversees the accounting and financial reporting processes and related disclosure matters; ■ oversees the audits and integrity of financial statements; ■ oversees the qualifications, independence, and performance of our registered public accountants; ■ oversees the qualifications and performance of the internal audit function; ■ reviews and makes recommendations regarding risks relating to cybersecurity, and such of the Company’s other Tier 1 risks as may be delegated to the Audit Committee by the Board; and ■ oversees compliance with legal and regulatory requirements, including EQT’s Code of Business Conduct and Ethics. The Audit Committee has the sole authority to appoint and replace the Company’s registered public accountant, and may engage other advisors (including independent counsel). For additional information regarding Audit Committee responsibilities, see “Report of the Audit Committee” and “Board’s Role in Risk Oversight.” | INDEPENDENCE AND QUALIFICATIONS Each member of the Audit Committee is: ■ independent under our Corporate Governance Guidelines and applicable NYSE listing standards (including the enhanced independence standards for audit committee members under the NYSE listing standards) and SEC rules; and ■ financially literate under the applicable NYSE listing standards. The Board has determined that Mses. Canaan and Vanderhider and Messrs. Hu and Vagt each qualifies as an “audit committee financial expert.” The designation as an audit committee financial expert does not impose upon such designees any duties, obligations, or liabilities that are greater than those of any other member of the Audit Committee and the Board. |

  25. Board Committees

    Ms. Powers is not standing for reelection at the 2025 Annual Meeting.

  26. Board Committees

    | Corporate Governance Committee | Meetings Held in 2024: 6 | | | MEMBERS(1) ■ James T. McManus II ■ Vicky A. Bailey ■ Lydia I. Beebe ■ Lee M. Canaan ■ Janet L. Carrig ■ John F. McCartney | | PRIMARY RESPONSIBILITIES The Corporate Governance Committee: ■ establishes and recommends to the Board the requisite skills and characteristics of individuals qualified to serve as members of the Board; ■ identifies individuals qualified to become Board members and recommends director nominees for each annual meeting of shareholders; ■ develops and recommends to the Board a set of Corporate Governance Guidelines; ■ recommends membership for each committee of the Board, including committee chairs; ■ recommends an appropriate compensation structure for the directors, including administration of equity plans for directors; ■ coordinates the Board’s assignment of risk oversight duties among the Board and its committees; | PRIMARY RESPONSIBILITIES (CONT.) ■ addresses conflicts of interest, related person transactions, and independence; and ■ makes other recommendations to the Board regarding the governance of EQT. INDEPENDENCE AND QUALIFICATIONS Each member of the Corporate Governance Committee is: ■ independent under the Corporate Governance Guidelines and the applicable NYSE listing standards. |

  27. Board Committees

    Mses. Beebe and Carrig and Mr. McManus are not standing for reelection at the 2025 Annual Meeting.

  28. Board Committees

    | Management Development and Compensation Committee | Meetings Held in 2024: 9 | | | MEMBERS(1) ■ Janet L. Carrig ■ Lydia I. Beebe ■ James T. McManus II ■ Anita M. Powers ■ Robert F. Vagt ■ Hallie A. Vanderhider | | PRIMARY RESPONSIBILITIES The Management Development and Compensation Committee (the “Compensation Committee”): ■ reviews and approves the performance and compensation of our executive officers; ■ reviews and approves all compensation plans, including employment and severance agreements for our executive officers; ■ identifies and approves goals and objectives relevant to our CEO’s compensation and annually reviews the CEO’s performance against such goals and objectives; ■ oversees and, where required by law, administers benefit plans, incentive-based compensation plans, and other equity-based plans; and ■ reviews the Company’s succession plan for all executive officers. | The Compensation Committee has the sole authority to retain and terminate one or more compensation consultants, independent legal counsel, or other advisors. It may also obtain advice and assistance from internal legal, accounting, human resources, and other advisors. Pursuant to its charter, the Compensation Committee has the power to form and delegate authority to subcommittees and to delegate authority to one or more members of the Compensation Committee or to employees and committees consisting of employees of the Company, subject to applicable rules and regulations. INDEPENDENCE AND QUALIFICATIONS Each member of the Compensation Committee is: ■ independent under the Corporate Governance Guidelines and the applicable NYSE listing standards (including the enhanced independence standards for compensation committee members under the NYSE listing standards); and ■ a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act. |

  29. Board Committees

    (1) Mses. Beebe, Carrig and Powers and Mr. McManus are not standing for reelection at the 2025 Annual Meeting.

  30. Board Committees

    | Public Policy and Corporate Responsibility Committee | Meetings Held in 2024: 5 | | | MEMBERS ■ Frank C. Hu ■ Vicky A. Bailey ■ Dr. Kathryn J. Jackson ■ Thomas F. Karam ■ John F. McCartney ■ Daniel J. Rice IV | | PRIMARY RESPONSIBILITIES The Public Policy and Corporate Responsibility Committee reviews and provides guidance and perspective to management and the Board regarding the Company’s approach, programs, policies, and practices relating to matters of public policy, corporate responsibility, and sustainability. | |

  31. Cash Compensation

    | | Annual Cash Retainer(1) (Paid on a Quarterly Basis) | | Non-Employee Director Compensation | 2024 ($) | | 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 |

  32. 2024 Directors’ Compensation Table

    | Name | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Ms. Bailey(1) | 42,179 | 151,055 | 22 | 193,256 | | Ms. Beebe | 250,000 | 211,046 | 10,044 | 471,090 | | Ms. Canaan | 130,000 | 211,046 | 44 | 341,090 | | Ms. Carrig | 109,993 | 211,046 | 10,044 | 331,083 | | Mr. Hu | 112,042 | 211,046 | 10,044 | 333,132 | | Dr. Jackson | 101,448 | 211,046 | 5,044 | 317,538 | | Mr. Karam(1) | 39,959 | 151,055 | 22 | 191,036 | | Mr. McCartney | 95,000 | 211,046 | 10,044 | 316,090 | | Mr. McManus | 112,042 | 211,046 | 10,044 | 333,132 | | Ms. Powers | 105,000 | 211,046 | 44 | 316,090 | | Mr. D. Rice | 95,000 | 211,046 | 44 | 306,090 | | Mr. Vagt(1) | 44,399 | 151,055 | 22 | 195,476 | | Ms. Vanderhider | 102,930 | 211,046 | 44 | 314,020 |

  33. 2024 Compensation Highlights

    2024 Compensation Highlights In designing the Company’s compensation program for 2024, the Committee maintained continuity in the overall program design with the Company’s 2023 compensation program. However, with a continuing focus on aligning our incentive compensation performance measures with achievement of the Company’s strategic priorities, the Committee made certain updates to the performance measures under our annual cash incentive plan for 2024. An overview of updates made to performance measures under our 2024 incentive compensation programs is presented below. Further discussion of our incentive compensation programs can be found in the “2024 Annual Incentives” and “2024 Long-Term Incentive Awards” sections of this CD&A below.

  34. 2024 Short-Term Incentive Plan Updates

    2024 Short-Term Incentive Plan Updates We refer to our annual cash incentive plan for 2024 as our “2024 Short-Term Incentive Plan” or “2024 STIP.” In designing the Company’s 2024 STIP, with a focus on aligning incentive compensation opportunity with successful execution of the Company’s strategic priorities, the Committee made limited refinements to the design of the prior year’s short-term incentive plan. These changes, including the Committee’s rationale for implementing them for purposes of the 2024 STIP, are discussed below. Our Strategic Pathway Toward Net Zero In 2021, we announced an ambitious goal of achieving net zero greenhouse gas emissions from our then-existing production segment operations―on a Scope 1 and Scope 2 basis―by 2025. We refer to this as our “2025 Net Zero Goal.”(1) Consistent with our ambitious emissions reductions targets, in 2021 and the years that followed, we focused on achieving incremental year-over-year reductions in our greenhouse gas intensity (“GHG intensity”), including by successfully eliminating 100% of natural gas-powered pneumatic devices from our natural gas production operations (we achieved this in 2022), increasing our utilization of electric frac fleets, and benefiting from additional gains through our combo-development strategy. Consistent with this strategic focus, the Committee previously included a year-over-year GHG intensity reduction performance measure as a component of our annual incentive plans in 2021, 2022 and 2023. In designing the performance measures under our 2024 STIP, the Committee considered the stages of the Company’s progress down its strategic path toward reaching its 2025 Net Zero Goal. The Committee 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 during prior years, including through execution of the initiatives noted in the prior paragraph, to achieving the successful generation of carbon offsets, as the Company had successfully reached a point of near maximally abated emissions. The Committee also observed that reaching the Company’s 2025 Net Zero Goal by the end of 2024 was an existing, meaningful component of the Company’s outstanding 2022 Incentive PSU Program, the three-year performance period for which ended, and performance under which was measured, as of December 31, 2024.(2) As a result of these considerations, the Committee determined not to include the GHG intensity reduction performance measure in the 2024 STIP, which had previously accounted for 10% of 2023 STIP funding. Instead, for purposes of the 2024 STIP, the Committee determined to increase the weighting applied to (i) the environmental, health, and safety intensity improvement (“EHS Intensity Improvement”) performance measure from 15% to 20% and (ii) the adjusted gross general and administrative (“G&A”) expense per Mcfe(3) performance measure from 10% to 15%. For purposes of measuring achievement of our 2025 Net Zero Goal under the 2022 Incentive PSU Program, “net zero” is defined under the 2022 Incentive PSU Program to mean 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. 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 2025 Net Zero Goal and decided to incorporate a performance payout modifier linked to achieving our 2025 Net Zero Goal into the 2022 Incentive PSU Program. The Committee noted that doing so would reflect the importance of our 2025 Net Zero Goal to our overall strategy while aligning the anticipated runway for achieving the 2025 Net Zero Goal with the three-year performance period under 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. (3) “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.

  35. 2024 Compensation Program Highlights

    | 2024 Short-Term Incentive Program (Annual Cash Incentive Plan) | | | 80% of payout based on achieving key financial and operating performance goals | ■ For 2024, 80% of 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 (15%) ✓ Cash operating margin (10%) ✓ Finding and development costs (10%) ■ The Committee selected these performance measures to align executive compensation opportunities with achievement of key performance goals that drive shareholder value | | 20% of payout based on achieving environmental, health and safety performance goals | ■ For 2024, 20% of STIP funding is linked to achievement of environmental, health and safety (“EHS”) intensity improvement performance goals ■ The Committee selected this metric to align executive compensation opportunities with achievement of key EHS goals during 2024 |

  36. 2024 Compensation Program Highlights

    | 2024 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 2024 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, 2024 ■ 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 | | Other 2024 Compensation Highlights | | | Equity for all | ■ An important element of our compensation philosophy is broad employee equity ownership ■ Since 2021, we have maintained our “equity for all” program, under which every permanent employee of the Company (including those employees who, prior to 2021, were not previously eligible to receive equity as part of their total compensation) receives an annual grant of a long-term equity incentive award in the form of RSUs having a grant value of at least $5,000 (this grant is in addition to, and was not instituted in lieu of, existing compensation) ■ 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 interests of our shareholders and our 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 |

  37. Evolution of Executive Compensation for 2025

    | 2025 Short-Term Incentive Program | | | Performance measures are aligned with key strategic objectives | ■ For 2025, 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%) ✓ total capital expenditures (20%) ✓ cash operating costs per Mcfe (20%) ✓ production (10%) ■ For 2025, 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 |

  38. Evolution of Executive Compensation for 2025

    | Overview of 2025 Long-Term Incentive Program | | | Performance measured against a mix of absolute and relative TSR goals | ■ Our long-term incentive program (“LTIP”) includes two award types—RSUs (weighted 40%) and incentive PSUs (weighted 60%) ■ Consistent with 2024, payout under the 2025 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, 2025 ■ Payout is capped at 2.0x to limit maximum possible payouts and mitigate compensation-related risk |

  39. 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 the PSU program of 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 2025 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 2024, 80% 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 2024, 20% of STIP funding was linked to environmental, health, and safety measures, measured through EHS Intensity Improvement performance | | 3 | Compensation plan should be easy to administer | ■ For 2024 and 2025, 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% |

  40. Annual Incentive Compensation Philosophy

    Annual Incentive Compensation Philosophy

  41. 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 |

  42. Long-Term Incentive Compensation Philosophy

    Long-Term Incentive Compensation Philosophy

  43. 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 importance to our shareholders of maintaining a focus on achieving absolute returns ■ The Committee applied a performance matrix for 2024 that reflects an appropriate balance of relative and absolute TSR and continued to apply this approach in the design of the LTIP for 2025 | | 7 | Performance measures represent keys to long-term value creation | ■ Since 2021, payouts under the PSU program of our LTIP have been linked to shareholder returns, based on a matrix of absolute and relative performance, over a three-year performance period ■ The Committee believes performance measures under the PSU program of our 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 extended through December 31, 2024 |

  44. 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 the program each year since its inception, including in 2024 and again in 2025 ■ All 2024 RSUs were issued under the shareholder approved EQT Corporation 2020 Long-Term Incentive Plan and will be settled upon vesting in shares of Company common stock |

  45. 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.

  46. 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 PSU program of 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.

  47. 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, or to any “officer” for purposes of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, 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.

  48. 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, LLC (“Meridian”) as its independent compensation consultant for 2024 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 2024.

  49. Elements of 2024 Compensation Program

    | | Element | Form of Compensation for 2024 | Description | Highlights for 2024 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 2024 and, during his tenure at EQT, which began in 2019, has never taken a base salary of over $1 ■ Base salaries for other NEOs reflect the Committee’s consideration of generally targeting the market median ■ Limited adjustments to NEOs’ base salaries in 2024 | | PERFORMANCE-BASED, VARIABLE | 2 Annual Incentives | Cash | Rewards performance during the year based on the achievement of annual performance goals established by the Committee | 2024 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 (15%) ■ Cash operating margin (10%) ■ Finding and development costs (10%) ■ EHS intensity improvement (20%) | | | 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 | ■ 2024 LTIP awards for NEOs consisted of 60% PSUs and 40% RSUs ■ 2024 PSUs are tied to performance on a combination of absolute and relative total shareholder return performance over a three-year performance period ■ 2024 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 |

  50. 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 2024. 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 2024 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.

  51. 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. As part of its annual process for reviewing and setting executive officer compensation, in July 2023, 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 purposes of considering 2024 executive officer compensation. The Committee’s considerations in conducting this review, together with the resulting updates to the Company’s 2024 compensation benchmarking peer group, are described below.

  52. Designing the 2024 Compensation Benchmarking Peer Group

    Designing the 2024 Compensation Benchmarking Peer Group In selecting the Compensation Peer Group (as defined below) for 2024, the Committee began with a review and assessment of the existing 2023 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 considered each member of the existing peer group and evaluated the relative position of the Company within the existing peer group based on these measures of company size and percentage of dry gas production. As a result of this review, the Committee determined to remove PDC Energy Inc. for purposes of the 2024 Compensation Peer Group. The Committee observed that, in May 2023, PDC Energy, Inc. publicly announced a transaction in which it would be acquired by Chevron Corporation and cease to be publicly traded and considered that removing PDC Energy, Inc. would serve to improve the Company’s relative positioning closer to the median of the peer group on the key size metrics highlighted above. Additionally, as part of the Committee’s review and approval of the 2024 Compensation Peer Group, with these size and industry characteristics in mind, Meridian identified and presented to the Committee for its consideration companies for possible addition to the compensation benchmarking peer group for 2024. After evaluating these possible additions, 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 not to add any new companies to the Compensation Peer Group for 2024. The Committee believes that the resulting 2024 compensation peer group represents an appropriate mix of companies relevant to the Company’s business and size.

  53. 2024 Compensation Benchmarking Peer Group

    2024 Compensation Benchmarking Peer Group As a result of the Committee’s process described above, the Company’s Compensation Benchmarking Peer Group for 2024 (the “Compensation Peer Group”) was as follows:

  54. 2024 Compensation Benchmarking Peer Group

    | 2024 Compensation Benchmarking Peer Group | | | | Antero Resources Corporation(1) 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. Pioneer Natural Resources Co. Range Resources Corporation Southwestern Energy Company |

  55. 2024 Compensation Benchmarking Peer Group

    For purposes of the Company’s compensation benchmarking, compensation benchmarking data in respect of Antero Resources Corporation included compensation paid to each relevant executive officer for services to Antero Midstream Corporation given combined managerial responsibilities and better comparability to the Company’s combined upstream and midstream operations.

  56. 2024 Base Salary

    2024 Base Salary Base salaries are considered annually by the Committee and, where appropriate, adjusted in the first quarter of each calendar year. In early 2024, the Committee engaged in its annual benchmark assessment of executive annual base salaries. Based on its review of market benchmarking information of similarly situated executives and considering the executive’s performance and the strategic significance of each executive’s role, the Committee made the following adjustments to the base salaries of our NEOs for 2024 (please refer to “Setting Target Total Direct Compensation for 2024” above for further discussion of the Committee’s process for establishing 2024 target total direct compensation for our NEOs):

  57. 2024 Annual Incentives

    2024 Annual Incentives

  58. 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. As further described above, the 2024 STIP performance measures, which are based upon a combination of financial and operating and EHS performance measures, are designed to align annual incentive opportunity with the Company’s strategic objectives.

  59. Determination of 2024 Target Annual Incentive Awards

    Determination of 2024 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, the executive’s performance, and the strategic significance of each executive’s role. Accordingly, the 2024 STIP targets for our NEOs were as follows:

  60. Determination of 2024 Target Annual Incentive Awards

    | Named Executive Officer | 2023 Annual Incentive Target ($) | 2024 Annual Incentive Target ($) | Rationale for Change | | Toby Z. Rice | 1,000,000 | 1,000,000 | ― | | Jeremy T. Knop | 450,000 | 540,000 | Positioning CFO annual incentive opportunity closer to the market median | | Richard A. Duran | 215,000 | 221,000 | Increase commensurate with increase in annual base salary | | William E. Jordan | 360,000 | 372,000 | Positioning general counsel annual incentive opportunity closer to the market median |

  61. Determination of 2024 Target Annual Incentive Awards

    Mr. Robert R. Wingo, who became an executive officer in October 2024, had a 2024 annual incentive target of $240,000. No adjustments were made to Mr. Wingo’s 2024 annual incentive target in connection with his appointment in October 2024 to the executive officer role of Executive Vice President Corporate Ventures and Midstream.

  62. Setting Performance Metrics for the 2024 Annual Incentive Awards

    Setting Performance Metrics for the 2024 Annual Incentive Awards As described above, the Committee designed the 2024 STIP metrics to align annual incentive compensation opportunity with a focus on achieving the Company’s key strategic priorities for 2024 and aligning potential payouts with the interests of our shareholders. In setting performance measures and metrics for the 2024 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 2024. 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 2024 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. The Committee’s review and discussion of appropriate threshold, target, and maximum values took place over the course of several meetings in late 2023 and early 2024. Among other items, in assessing the degree of challenge, the Committee also considered the Company’s actual performance in 2023 and prior years, 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 2024 for free cash flow per share―a performance measure that is sensitive to changes in market commodity prices for natural gas―the Committee established the threshold, target, and maximum performance metric values considering natural gas commodity market prices at the time of the plan’s approval. In early 2024, 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 2024 STIP. The approved performance measures and metrics for the 2024 STIP are set forth in the table below. As discussed above, the Committee determined not to include the GHG intensity reduction performance measure in the 2024 STIP, which had previously served as a performance measure for 10% of 2023 STIP funding. Instead, for purposes of the 2024 STIP, the Committee determined to increase the weighting applied to (i) the environmental, health, and safety intensity improvement (“EHS Intensity Improvement”) performance measure from 15% to 20% and (ii) the adjusted gross G&A expense per Mcfe performance measure from 10% to 15%.

  63. Determining 2024 Annual Incentive Awards Funding

    Determining 2024 Annual Incentive Awards Funding The 2024 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 2024 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 Company’s original business plan). Consistent with these terms of the 2024 STIP, the direct and indirect impacts of the following transactions, each of which was completed in 2024 and involved consideration in excess of $100 million, were automatically excluded from the calculation of the 2024 STIP performance measures: (i) the Company’s acquisition of a former minority equity partner’s 33.75% interest in certain gathering assets in Northeast Pennsylvania, which was completed on April 11, 2024; (ii) the Company’s acquisition of Equitrans Midstream Corporation, which was completed on July 22, 2024; (iii) the Company’s divestitures, through two separate transactions, of non-operated natural gas assets in Northeast Pennsylvania to Equinor USA Onshore Properties Inc. and its affiliates, which were completed on May 31, 2024 and December 31, 2024, respectively; and (iv) the Company’s formation of a midstream joint venture with funds managed by Blackstone Credit & Insurance, consisting of EQT’s ownership interest in contracted infrastructure assets that provided EQT with approximately $3.4 billion of cash consideration in exchange for a non-controlling common equity interest in the joint venture, which was completed on December 30, 2024. Additional details regarding these transactions may be found in our 2024 Annual Report. The 2024 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 2024. 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. Beginning on February 24, 2024, in response to the low natural gas price environment resulting from warm winter weather and elevated storage inventories, management implemented a strategy to curtail approximately 1.0 Bcf per day of gross production volume (“Strategic Curtailments”), deferring sales of the curtailed volumes to future periods in which more favorable commodity price realization may be available. The Strategic Curtailments were continued during select periods of the year and resulted in total decreased sales volume of 107 Bcfe in 2024. The Committee, considering that the Strategic Curtailments served to enhance shareholder value by deferring sales of produced volumes to future periods in response to market fundamentals, determined to adjust for the impact of 100 Bcfe of Strategic Curtailments in the calculation of the 2024 STIP performance measures. Among other considerations, the Committee believes that this discretionary adjustment serves to maintain the alignment of incentive compensation opportunity under the annual incentive plan with the Company pursuing strategic actions that are in the best interest of the Company’s shareholders, but which would otherwise have resulted in reduced incentive opportunity under the plan. The impact of this adjustment on the 2024 STIP performance measures is detailed in Appendix A. The final performance results for 2024, 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 1.46 times the target incentive pool funding amount.

  64. Determining 2024 Annual Incentive Awards Funding

    | | Percent of Pool Funding | Performance Measure(1) | Performance Metric | Actual Results | Funding Multiple(2) | | | 30% | Free Cash Flow Per Share | | | | | | | Threshold | $0.00 | $1.98 | 2.0x | | | | Target | $0.91 | | | | | | Maximum | $1.82 | | | | | 20% | Environmental, Health and Safety Intensity Improvement | | | | | | | Threshold | (15)% | (106)%(3) | 0.0x | | | | Target | 15% | | | | | | Maximum | 50% | | | | | 15% | Total Capex Per Mcfe ($/Mcfe) | | | | | | | Threshold | $1.06 | $0.92 | 2.0x | | | | Target | $0.99 | | | | | | Maximum | $0.92 | | | | | 15% | Adjusted Gross G&A Expense Per Mcfe ($/Mcfe) | | | | | | | Threshold | $0.156 | $0.135 | 2.0x | | | | Target | $0.146 | | | | | | Maximum | $0.136 | | | | | 10% | Cash Operating Margin ($/Mcfe) | | | | | | | Threshold | $1.46 | $1.60 | 1.4x | | | | Target | $1.56 | | | | | | Maximum | $1.66 | | | | | 10% | Finding and Development Costs ($/Mcfe) | | | | | | | Threshold | $0.56 | $0.50 | 1.2x | | | | Target | $0.51 | | | | | | Maximum | $0.46 | | | | | | Total funded incentive performance pool 1.46x | | | |

  65. Determining 2024 Annual Incentive Awards 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 2024 STIP. As discussed in greater detail in Appendix A, for purposes of the 2024 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). Funding multiple was determined based upon actual performance, as outlined in the following table:

  66. Determining 2024 Annual Incentive Awards Funding

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

  67. Determining 2024 Annual Incentive Awards Funding

    (a) Performance between stated levels is assessed based on linear interpolation in each case. Performance below the “threshold” level results in a zero payout for the applicable performance measure. (3) The Company’s 2024 performance outcome on this measure was the result of an offsite contractor vehicle accident, which resulted in a significant increase to the Company’s total assigned hazard points score for 2024. The Committee generally applied the 2024 STIP funding multiple of 1.46 to determine the 2024 STIP award payments for the NEOs. The table below presents the 2024 annual incentive award payments:

  68. Determining 2024 Annual Incentive Awards Funding

    | Named Executive Officer | 2024 Annual Incentive Award Payment ($) | | Toby Z. Rice | 1,460,000 | | Jeremy T. Knop | 788,400 | | Richard A. Duran | 322,660 | | William E. Jordan | 543,120 | | Robert R. Wingo | 350,400 |

  69. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards Over the course of several meetings in late 2023 and early 2024, the Committee designed the 2024 Long-Term Incentive Plan (“2024 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 2024 long-term incentive compensation program, as outlined below.

  70. 2024 Long-Term Incentive Award Mix

    2024 Long-Term Incentive Award Mix

  71. 2024 Long-Term Incentive Award Mix

    | Percent of Awarded Value | | Type of Award | Rationale and Description | Period | | | 60% | Incentive PSUs | ■ 2024 Incentive PSUs directly link pay with an appropriate mix of absolute and relative total shareholder return (“TSR”) performance ■ 2024 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 2024 will be settled in shares of EQT common stock | ■ RSUs granted in 2024 vest pro rata over a three-year period on each anniversary of the grant date |

  72. 2024 Incentive Performance Share Units

    2024 Incentive Performance Share Units In designing the 2024 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.

  73. 2024 Performance Peer Group

    2024 Performance Peer Group The Committee designated a performance peer group (the “2024 Performance Peer Group”) for purposes of evaluating the Company’s relative TSR performance under the 2024 Incentive PSU Program. In selecting the 2024 Performance Peer Group, the Committee started with the 2024 Compensation Peer Group (see “Designing the 2024 Compensation Benchmarking Peer Group” above). The Committee then considered that each of Hess Corporation, Pioneer Natural Resources Corporation, and Southwestern Energy Company had publicly announced transactions that would result in their being acquired and ceasing to be publicly traded companies and, as a result, determined not to include these companies in the 2024 Performance Peer Group. The Committee then discussed and determined to apply the following enhancements to establish a better measure of relative Company performance:

  74. 2024 Performance Peer Group

    | Enhancement | Rationale | | Assign a weighting of “two times” to each of the six peer 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 |

  75. 2024 Performance Peer Group

    As a result, the Company’s Performance Peer Group for 2024, which is applied for measuring the Company’s relative TSR performance under the 2024 Incentive PSU Program, was as follows:

  76. 2024 Performance Peer Group

    | 2024 Performance Peer Group | | | Assigned a Weighting of Two Times (2x) | Assigned a Weighting of One Times (1x) | | ■ Antero Resources Corporation ■ Chesapeake Energy Corporation ■ CNX Resources Corporation ■ Comstock Resources, Inc. ■ Coterra Energy, Inc. ■ Range Resources Corporation | ■ APA Corporation ■ Devon Energy Corporation ■ Diamondback Energy Inc. ■ Marathon Oil Corporation ■ Matador Resources Company ■ Murphy Oil Corporation ■ Ovintiv Inc. ■ S&P 500 Index |

  77. Performance Matrix

    | | | Preliminary Payout Factor (2024 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) | | | | |

  78. 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 2024 Incentive PSU Program to make appropriate adjustments to the determinations of performance measures.

  79. NAMED EXECUTIVE OFFICERS’ 2024 LONG-TERM INCENTIVE AWARDS

    NAMED EXECUTIVE OFFICERS’ 2024 LONG-TERM INCENTIVE AWARDS Each NEO’s total 2024 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 target award 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, but not including, February 1, 2024 ($36.75), was used to determine the number of shares awarded to each NEO (i.e., for each NEO, the 2024 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 $36.75 and rounded up 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” section below may be greater than or less than the target award values. Except as noted below, the 2024 long-term incentive awards (in the form of RSUs and PSUs, as described above) were granted to our NEOs on February 16, 2024. 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.

  80. NAMED EXECUTIVE OFFICERS’ 2024 LONG-TERM INCENTIVE AWARDS

    | Named Executive Officer | Total 2024 LTIP Award Value ($) | 2024 Time-Based RSUs (40%) (#) | 2024 Incentive PSU Program (60%) (#) | | Toby Z. Rice | 9,500,000 | 103,410 | 155,110 | | Jeremy T. Knop | 2,600,000 | 28,300 | 42,450 | | Richard A. Duran | 1,000,000 | 10,890 | 16,330 | | William E. Jordan | 2,000,000 | 21,770 | 32,660 | | Robert R. Wingo | 2,000,000 | 21,770 | 32,660 |

  81. 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 2022 Incentive PSU Program ended December 31, 2024. In early 2025, the Committee certified the Company’s actual performance against the performance measures for the 2022 Incentive PSU Program and, as a result, the payout for the 2022 Incentive PSU Program was calculated using a payout multiple of 2.15x. This payout multiple was determined in two steps, in accordance with the terms of the 2022 Incentive PSU Program. First, under the 2022 Incentive PSU Program, a preliminary payout factor of 1.96x was determined based on the Company’s absolute shareholder return and total shareholder return relative to the Company’s 2022 performance peer group over the three-year performance period of January 1, 2022 through December 31, 2024. Second, in alignment with the Company’s net zero goal―announced in 2021―of achieving net zero greenhouse gas emissions from the Company’s then-existing production segment operations―on a Scope 1 and Scope 2 basis―by 2025 (our “2025 Net Zero Goal”),(1) the Committee designed the 2022 Incentive PSU Program to include a performance payout modifier tied to the successful achievement of the 2025 Net Zero Goal. In 2024, the Company successfully achieved the 2025 Net Zero Goal, with approximately 307,000 metric tons of CO2 equivalent emissions being offset with generated carbon offsets. These carbon offsets were generated at a total direct incremental cost to the Company that was less than the maximum allowable cost established under the 2022 Incentive PSU Program, resulting in a performance payout incentive modifier of 1.1x which, when multiplied by the preliminary payout factor of 1.96x, resulted in a payout multiple for the 2022 Incentive PSU Program of 2.15x. Each of the NEOs participated in the 2022 Incentive PSU Program. Please refer to the Company’s 2023 Proxy Statement for additional information regarding the 2022 Incentive PSU Program, including a description of the 2025 Net Zero Goal payout modifier.

  82. 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.

  83. 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.

  84. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information The Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new awards of such options, the Board and the Committee will evaluate the appropriate steps to take in relation to the foregoing.

  85. Summary Compensation Table

    Summary Compensation Table

  86. 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 | 2024 | 1 | ― | 9,783,420 | ― | 1,460,000 | 11,500(5) | 11,254,921 | | | 2023 | 1 | ― | 9,550,925 | ― | 1,050,000 | ― | 10,600,926 | | | 2022 | 1 | ― | 10,820,736 | ― | 780,000 | ― | 11,600,737 | | Jeremy T. Knop Chief Financial Officer | 2024 | 533,258 | ― | 2,677,463 | ― | 788,400 | 31,050 | 4,030,171 | | | 2023 | 428,846 | ― | 1,807,272 | ― | 472,500 | 29,700 | 2,738,318 | | Richard A. Duran Chief Information Officer | 2024 | 388,315 | ― | 1,030,103 | ― | 322,660 | 31,050 | 1,772,128 | | | 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 | | William E. Jordan Chief Legal and Policy Officer and Corporate Secretary | 2024 | 462,472 | ― | 2,059,860 | ― | 543,120 | 20,665 | 3,086,117 | | | 2023 | 450,000 | ― | 2,122,676 | ― | 378,000 | 19,835 | 2,970,511 | | | 2022 | 450,000 | ― | 2,404,859 | ― | 280,800 | 18,300 | 3,153,959 | | Robert R. Wingo Executive Vice President Corporate Ventures and Midstream | 2024 | 400,000 | ― | 2,059,860 | ― | 350,400 | 31,050 | 2,841,310 |

  87. 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 2024 in this column reflect the aggregate grant date fair values determined in accordance with FASB ASC Topic 718 using the assumptions described in Note 13 to EQT’s Consolidated Financial Statements, which is included in our 2024 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 2024 Incentive PSU Program awards granted in 2024 would be: $16,000,229 for Mr. Rice; $4,378,859 for Mr. Knop; $1,684,609 for Mr. Duran; $3,368,873 for Mr. Jordan; and $3,368,873 for Mr. Wingo. (3) The amounts for 2024 reflect the dollar value of annual incentive compensation earned under the 2024 STIP, which amounts were paid in cash in the first quarter of 2025. (4) The amounts for 2024 represent the dollar value of the Company’s contributions to the 401(k) plan, other than for Mr. Rice (see footnote 5). The amount for 2024 for Mr. Rice represents the dollar value of the Company’s payment in the amount of (a) $9,900 for a residential security assessment and (b) $1,600 to maintain access to a global rescue service.

  88. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table

  89. 2024 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 | 2/16/24 | 2/7/24 | — | 155,110 | 310,220 | — | 6,216,809 | | | RSU | 2/16/24 | 2/7/24 | — | — | — | 103,410 | 3,566,611 | | Jeremy T. Knop | STIP | — | — | 540,000 | — | — | — | — | | | PSU | 2/16/24 | 2/7/24 | — | 42,450 | 84,900 | — | 1,701,396 | | | RSU | 2/16/24 | 2/7/24 | — | — | — | 28,300 | 976,067 | | Richard A. Duran | STIP | — | — | 221,000 | — | — | — | — | | | PSU | 2/16/24 | 2/7/24 | — | 16,330 | 32,660 | — | 654,506 | | | RSU | 2/16/24 | 2/7/24 | — | — | — | 10,890 | 375,596 | | William E. Jordan | STIP | — | — | 372,000 | — | — | — | — | | | PSU | 2/16/24 | 2/7/24 | — | 32,660 | 65,320 | — | 1,309,013 | | | RSU | 2/16/24 | 2/7/24 | — | — | — | 21,770 | 750,847 | | Robert R. Wingo | STIP | — | — | 240,000 | — | — | — | — | | | PSU | 2/16/24 | 2/7/24 | — | 32,660 | 65,320 | — | 1,309,013 | | | RSU | 2/16/24 | 2/7/24 | — | — | — | 21,770 | 750,847 |

  90. 2024 Grants of Plan-Based Awards Table

    (1) Type of Award:

  91. 2024 Grants of Plan-Based Awards Table

    | STIP | = | 2024 STIP | | PSU | = | 2024 Incentive PSU Program Awards | | RSU | = | 2024 Restricted Stock Unit Awards |

  92. 2024 Grants of Plan-Based Awards Table

    (2) This column reflects the annual incentive award target amounts payable under the 2024 STIP. Awards with respect to the 2024 STIP were paid in cash in the first quarter of 2025. The target amounts reflected in the table represent the target 2024 annual incentive awards under the 2024 STIP, as approved by the Committee in February 2024. Performance results below specified levels would have resulted in zero payout under the 2024 STIP; there was no maximum individual award. See the section titled “2024 Annual Incentives” in the CD&A for further discussion of the 2024 STIP. (3) These columns reflect the target and maximum number of units payable under the 2024 Incentive PSU Program granted to the NEOs on February 16, 2024. The base payout factor for the 2024 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, 2024 and ending on December 31, 2026. 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 “2024 Long-Term Incentive Awards” in the CD&A for further discussion of these awards.

  93. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  94. 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 | 57,323 | 2,643,164 | ― | ― | | | ― | ― | ― | ― | 554,584 | 25,571,864 | ― | ― | | | ― | ― | ― | ― | 73,720 | 3,399,229 | 331,748 | 15,296,900 | | | ― | ― | ― | ― | 105,118 | 4,846,991 | 315,346 | 14,540,604 | | Jeremy T. Knop | ― | ― | ― | ― | 3,347 | 154,330 | ― | ― | | | ― | ― | ― | ― | 14,399 | 663,917 | ― | ― | | | ― | ― | ― | ― | 7,375 | 340,061 | 14,750 | 680,123 | | | ― | ― | ― | ― | 5,045 | 232,625 | 22,690 | 1,046,236 | | | ― | ― | ― | ― | 7,741 | 356,938 | ― | ― | | | ― | ― | ― | ― | 28,768 | 1,326,492 | 86,302 | 3,979,385 | | Richard A. Duran | ― | ― | ― | ― | 6,372 | 293,813 | — | — | | | — | — | — | — | 61,625 | 2,841,549 | — | — | | | ― | ― | ― | ― | 8,196 | 377,918 | 36,878 | 1,700,445 | | | ― | ― | ― | ― | 11,070 | 510,438 | 32,200 | 1,530,852 | | William E. Jordan | ― | ― | ― | ― | 12,741 | 587,488 | — | — | | | — | — | — | — | 123,251 | 5,683,099 | — | — | | | ― | ― | ― | ― | 16,383 | 755,420 | 73,734 | 3,399,875 | | | ― | ― | ― | ― | 22,130 | 1,020,414 | 66,400 | 3,061,704 | | Robert R. Wingo | ― | ― | ― | ― | 19,109 | 881,116 | — | — | | | — | — | — | — | 82,175 | 3,789,096 | — | — | | | ― | ― | ― | ― | 16,309 | 752,008 | 73,402 | 3,384,566 | | | ― | ― | ― | ― | 22,130 | 1,020,414 | 66,400 | 3,061,704 |

  95. Outstanding Equity Awards at Fiscal Year-End

    (1) This column reflects (a) the unvested portion of the 2022 RSU awards granted on February 4, 2022 to each named executive officer, two-thirds of which vested on February 4, 2023 and February 4, 2024, respectively, with the remaining one-third vesting on February 4, 2025; (b) the unvested 2022 PSU awards, which are included based upon the actual certified payout value for such awards, which were granted on February 4, 2022 to each named executive officer; (c) the unvested portion of the 2023 RSU awards granted on February 13, 2023 to each named executive officer, one-third of which vested on February 13, 2024 with the remaining two-thirds vesting on February 13, 2025 and February 13, 2026, respectively; (d) the 2024 RSU awards granted on February 16, 2024 to each named executive officer, which vest in three equal annual installments beginning on the first anniversary of the grant date; and (e) for Mr. Knop, two additional 2023 RSU awards granted on July 24, 2023 in connection with Mr. Knop’s appointment as Chief Financial Officer, which vest (i) for one award, in three equal annual installments beginning on the first anniversary of the grant date, one-third of which vested on July 24, 2024, and (ii) for the second award, in one installment on the fifth anniversary of the grant date (in each case, including accrued dividends). (2) This column reflects the market value of RSUs that have not vested, and the 2022 PSU awards that have not vested but for which performance has been certified by the Committee, as described in footnote (1), as determined by multiplying the number of shares or units as shown in the column to the left by $46.11, the closing price of the Company’s common stock on December 31, 2024. This column reflects unvested PSUs, which are shown in the table at the maximum possible performance payout multiple, as of December 31, 2024, which were granted pursuant to the 2023 Incentive PSU Program and the 2024 Incentive PSU Program (in each case, including accrued dividends). Awards under the 2023 and 2024 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 2026 and 2027, respectively. This column reflects the payout values at December 31, 2024 of unearned 2023 PSUs and unearned 2024 PSUs, respectively. The payout values were determined by multiplying the number of units as shown in the column to the left by $46.11, the closing price of the Company’s common stock on December 31, 2024. 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.

  96. Option Exercised and Stock Vested

    Option Exercised and Stock Vested

  97. Option Exercised and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Toby Z. Rice | 849,833 | 29,401,170 | | Jeremy T. Knop | 24,284 | 847,360 | | Richard A. Duran | 94,437 | 3,267,165 | | William E. Jordan | 188,864 | 6,534,010 | | Robert R. Wingo | 42,015 | 1,416,275 |

  98. 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 2021 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—365,459 shares; Mr. Knop—6,479 shares; Mr. Duran—33,988 shares; Mr. Jordan—70,159 shares; and Mr. Wingo—12,694 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.

  99. 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.

  100. 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 2024 Annual Report.

  101. Pay Versus Performance Table

    Pay Versus Performance Table

  102. 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) | | | | 2024 | $11,254,921 | $26,423,276(1) | $2,932,432 | $5,316,204(3) | $447.25 | $210.77 | $230,577 | $695 | | 2023 | $10,600,926 | $23,366,571 | $2,935,581 | $4,389,834 | $368.48 | $203.87 | $1,735,232 | $858 | | 2022 | $11,600,737 | $46,062,802 | $2,662,847 | $8,559,063 | $317.08 | $223.41 | $1,770,965 | $1,925 | | 2021 | $16,919,763 | $37,208,460 | $3,778,671 | $6,869,438 | $201.20 | $146.75 | $(1,142,747) | $925 | | 2020 | $7,526,515 | $21,609,213 | $3,025,725 | $5,205,481 | $117.25 | $66.66 | $(958,799) | $320 |

  103. Pay Versus Performance Table

    (1) PEO CAP for 2024 was calculated as follows: (i) Mr. Rice’s Summary Compensation Table Total for 2024, minus (ii) the grant date fair value of the equity awards granted to Mr. Rice in 2024 (the “Grant Date Fair Value—2024 Equity Grants”), plus (iii) the fair value at year-end 2024 of the equity awards granted to Mr. Rice in 2024 that remained outstanding and unvested at year-end 2024 (the “Fair Value at Year-end—2024 Equity Grants”), plus (iv) for the portion of the equity awards granted to Mr. Rice prior to 2024 that remained outstanding and unvested at year-end 2024, the amount by which the fair value at year-end 2024 exceeded the fair value at year-end 2023 (the “Increase in Fair Value at Year-end—Unvested Portions of Pre-2024 Equity Grants”), plus (v) for Mr. Rice’s 2021, 2022 and 2023 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, 2022 and 2023 RSU Awards at Vesting Dates”).

  104. Pay Versus Performance Table

    | (i) 2024 Summary Comp Table Total | minus, (ii) Grant Date Fair Value—2024 Equity Grants | | plus, (iii) Fair Value at Year-end—2024 Equity Grants | | plus, (iv) Increase in Fair Value at Year-end—Unvested Portions of Pre-2024 Equity Grants | | plus, (v) Changes in Fair Value of 2021, 2022 and 2023 RSU Awards at Vesting Dates | 2024 CAP to PEO | | | 2024 Incentive PSU Award | 2024 RSU Awards | 2024 Incentive PSU Award | 2024 RSU Awards | 2022 and 2023 RSU Awards | 2022 and 2023 Incentive PSU Awards | | | | $11,254,921 | $(6,216,809) | $(3,566,611) | $8,818,818 | $4,847,012 | $1,016,774 | $11,038,713 | $(769,542) | $26,423,276 |

  105. Pay Versus Performance Table

    For years 2024 through 2020, the Non-PEO NEOs were: ■

  106. 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 2024, calculated pursuant to SEC rules, was $11,254,921. The annual total compensation of the median employee of the Company for 2024, calculated pursuant to SEC rules, was $152,502. Accordingly, the ratio of the annual total compensation of the CEO to that of the median employee of the Company was 74:1 for 2024. Effective July 22, 2024, the Company acquired the entirety of Equitrans Midstream Corporation and its subsidiaries. Pursuant to Part 2 of Instruction 7 to Item 402(u) of Regulation S-K, employees who joined the Company as a result of the Equitrans Acquisition are excluded from the median employee calculation for the year ended December 31, 2024. Accordingly, the employee population data that we used to calculate our 2024 pay ratio does not include approximately 511 former Equitrans employees, thirty-six of whom were employed under a transition services agreement. For the year ended December 31, 2024, we used the same median employee as was used in the previous year, which we identified on December 31, 2022. In identifying the median employee, 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 and 2024). 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. Except with respect to the exclusion of the Equitrans employee population, 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.