EQT Corp DEF 14A, filed Mar 1, 2024

EQT Corp (EQT)

DEF 14A 2024-03-01 For: 2024-04-17

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Added on June 12, 2026

About this DEF 14A

EQT Corp filed this DEF 14A on March 1, 2024.

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	TRUST									TEAMWORK
	■ Always doing the right thing. ■ Doing what you say you will do.									■ Working together toward a common goal. ■ Sharing, respecting, and embracing diversity of thought. ■ Understanding customers. ■ Respecting the wrench.
	HEART									EVOLUTION
	■ Caring about what you do (actions). ■ Caring about the relationships you form (impact). ■ Bringing passion and drive to be the best at what you do (attitude).									■ Driving to get better every day. ■ Understanding your environment to prioritize any needed adaption. ■ Being transparent (which enables collaboration that triggers innovation and leads to evolution).

	1			2024 PROXY STATEMENT SUMMARY
	13			CORPORATE GOVERNANCE AND BOARD MATTERS
	13			Proposal 1—Election of Directors
	14			Director Nominees
	19			Director Time Commitment Considerations
	19			Board Meetings
	19			Board Committees
	20			■ Audit Committee
	20			■ Corporate Governance Committee
	21			■ Management Development and Compensation Committee
	21			■ Public Policy and Corporate Responsibility Committee
	22			Board Leadership Structure
	23			Board’s Role in Risk Oversight
	24			Enterprise Risk Management
	24			Cybersecurity Risk Oversight
	25			Director Nominations
	25			■ General Process for Director Nominations
	26			■ Shareholder Nominations
	27			■ Consideration of Diversity
	27			Contacting the Board
	28			Governance Principles
	29			Director Independence
	30			Related Person Transactions
	30			■ Review, Approval, or Ratification of Transactions with Related Persons
	31			■ Governance Policy for the Management of Potential Conflicts of Interest Involving the Rice Investment Group
	33			■ Transactions with Related Persons
	37			Directors’ Compensation
	37			■ Cash Compensation
	37			■ Equity-Based Compensation
	38			■ Equity Ownership Guidelines for Directors
	38			■ Director Deferred Compensation
	38			■ Other
	39			■ 2023 Directors’ Compensation Table
	40			EXECUTIVE COMPENSATION
	40			Proposal 2—Approval of a Non-Binding Resolution Regarding the Compensation of the Company’s Named Executive Officers for 2022 (Say-on-Pay)
	42			Compensation Discussion and Analysis
	42			■ Executive Summary
	49			■ Compensation Philosophy
	51			■ The Compensation Process
	53			■ Determining Compensation
	56			■ 2023 Compensation Decisions

	63			■ Other Compensation Components
	66			Compensation Committee Report
	67			Compensation Policies and Practices and Risk Management
	68			Compensation Tables
	68			■ Summary Compensation Table
	69			■ 2023 Grants of Plan-Based Awards Table
	70			■ Outstanding Equity Awards at Fiscal Year-End
	71			■ Option Exercised and Stock Vested
	71			■ Pension Benefits and Non-Qualified Deferred Compensation
	71			■ Potential Payments Upon Termination or Change of Control
	80			PAY VERSUS PERFORMANCE
	80			Pay Versus Performance Table
	82			Narrative Discussion of Relationship Between CAP and Financial Performance Measures
	85			PAY RATIO DISCLOSURE
	86			AUDIT MATTERS
	86			Proposal 3—Ratification of the Appointment of Independent Registered Public Accounting Firm
	87			Auditor Fees
	88			Report of the Audit Committee
	89			EQUITY OWNERSHIP
	89			Security Ownership of Certain Beneficial Owners
	91			Security Ownership of Management
	93			QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING
	93			2024 Annual Meeting of Shareholders
	101			ADDITIONAL INFORMATION
	101			Other Matters
	101			2023 Annual Report on Form 10-K
				APPENDICES
	A-1			■ Appendix A
	B-1			■ Appendix B


BY TELEPHONE	BY INTERNET	BY MAIL	VIRTUAL MEETING
Call toll-free 1-800-690-6903 in the USA, US territories, or Canada	Visit 24/7 www.proxyvote.com	Complete, sign, and date your proxy card and send by mail in the enclosed postage-paid envelope	Attend the virtual annual meeting as an authenticated shareholder and cast your vote online during the virtual meeting

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

				OUR MISSION—Realize the full potential of EQT to become the operator of choice for all stakeholders.
				OUR VISION—Evolve EQT into a modern, connected, digitally-enabled organization that has vision and purpose.
				OUR VALUES—Evident in the way we operate and in how we interact with each other every day—Trust, Teamwork, Heart, and Evolution are at the center of everything we do.

	Dear Fellow Shareholders, You are invited to join us at the 2024 Annual Meeting of Shareholders, which will be held on Wednesday, April 17, 2024, at 9 a.m. Eastern Time. Our 2024 Annual Meeting will be held in a virtual-only meeting format by live webcast. In 2023, our overarching corporate mission was focused on achieving “Peak Performance.” I wanted our fourth year since the takeover of EQT to be our best yet and our Qrew did not disappoint, achieving several incredible accomplishments over the last year, as highlighted below.
	Despite a challenging natural gas price environment, we generated meaningful value for our shareholders.

	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 17, 2024
	Our proxy statement is attached. Financial and other information concerning EQT Corporation is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”).						The proxy statement and the 2023 Annual Report are available free of charge at www.proxyvote.com.


Board Practices	Shareholder-Friendly Governance Provisions	Other Best Practices
Independent Board Chair Each director attended 75% or more of the total number of meetings of the Board and their respective committees during 2023 Regular, frequent meetings of independent directors in executive session without EQT management present Annual review by the Board of EQT’s major risks, including cybersecurity risk Corporate Governance Guidelines limit the number of other public company boards on which directors may serve (see “Director Time Commitment Considerations” below)	All directors stand for election annually Majority voting standard for uncontested director elections Extensive and regular shareholder engagement and support Shareholder right to convene special meetings at a 25% threshold Shareholders may remove directors from office outside of the annual meeting process Proxy access right	“Double trigger” payout rights under long-term incentive awards, meaning that such awards do not automatically accelerate upon a change of control if assumed by an acquiror Meaningful equity ownership guidelines for executive officers and non-employee directors Prohibition against hedging and pledging of EQT securities by executive officers and directors Mandatory compensation recoupment “clawback” policy applicable to all executive officers


Environmental	Social	Governance
Executing on our ambitious emissions reduction targets, including our commitment to achieve “net zero” Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions by 2025(1) Announced first-of-its kind public-private forest management partnership with the State of West Virginia, designed to create one of the highest-quality, most verifiable nature-based carbon sequestration projects in the world EQT continues to be a leading producer of certified responsibly sourced natural gas (“RSG”), having obtained certification of approximately 1,316 Bcfe(2) of our production in 2023(3) Signatory to the Oil and Gas Decarbonization Charter (“OGDC”) launched at COP28 in December 2023 Helped establish the Appalachian Methane Initiative, a world-class, sector and technology agnostic methane monitoring network designed to assess and further mitigate methane emissions across the entire Appalachian Basin	Paid nearly $800 million in royalties to local landowners in 2023 EQT employees volunteered over 16,100 hours in our local communities in 2023, representing an over 12% increase compared to 2022 Approximately $4.3 million in grants, scholarships, and contributions provided by EQT Foundation in 2023 Spent over $106 million with minority-owned suppliers during 2023 Continued focus on improving the safety of our employees and contractors Consistent with our core values, we strive to create an environment that is diverse, equitable, and inclusive EQT was again named a National Top Workplace for 2023	Board focus on active oversight of ESG matters: ■ ESG oversight is embedded in Board committee charters ■ The Corporate Governance Committee and the Public Policy and Corporate Responsibility Committee provide oversight, guidance, and perspective on our climate risks and initiatives, including our emissions reduction targets ■ Board regularly receives reports from management regarding ESG matters Our management-level ESG Committee, comprised of our Chief Executive Officer and other senior leaders, meets regularly, and is responsible for management-level oversight of ESG matters Leveraging proprietary digital tools to measure, project, and analyze our emissions data, positioning us to capture opportunities to enhance our environmental performance Environmental and safety performance measures are included in our incentive programs, aligning executive compensation opportunity with the successful achievement of our environmental and safety goals

		OUR COMMITMENT TO LEADING EFFORTS IN METHANE MANAGEMENT
								Reducing global methane emissions to address climate change
								Employing best practices that limit our methane emissions
		Signatory to the Oil and Gas Decarbonization Charter (OGDC) launched at COP28 in December 2023.
		The United Nations’ Oil & Gas Methane Partnership 2.0 (OGMP 2.0) awarded EQT a “Gold Standard” rating in 2023, the highest reporting level under the initiative, for a second year in a row.

	Shareholder Say-on-Pay Approval at the 2023 Annual Meeting
	98.8% Shareholder Say-on-Pay Approval

	Interested parties may communicate directly with the Board (and with independent directors, individually or as a group) by sending an email to:						independentchair@eqt.com			The Corporate Secretary or an appropriate individual on his staff will receive the communications and promptly deliver the communications to the appropriate director or directors, unless the communications are junk mail, spam, or mass mailings.
	Interested parties may also write to the independent Board Chair, the entire Board, any Board committee, or any individual director by addressing such communication to the applicable director or directors, in care of the Corporate Secretary:						EQT Corporation c/o Corporate Secretary 625 Liberty Avenue Suite 1700 Pittsburgh, Pennsylvania 15222

Governance Principle		EQT’s Practice
1	Accountability to shareholders	■ All directors are elected annually, which reinforces our Board’s accountability to shareholders ■ Eligible shareholders may include their director nominees in our proxy materials
2	Proportionate and appropriate shareholder voting rights	■ EQT has one class of voting stock ■ We believe in a “one share, one vote” standard ■ We do not have a “poison pill” ■ We have a majority voting standard for uncontested director elections
3	Regular and proactive shareholder engagement	■ Our investor relations team maintains an active, ongoing dialogue with investors and portfolio managers year-round on matters of business performance and results ■ Our management team engages with our largest shareholders’ governance teams on governance, strategy, compensation, human capital management, and sustainability matters ■ During 2023, our team met with shareholders representing more than 60% ownership of our outstanding shares (as of September 30, 2023) ■ Our directors are available to participate in shareholder engagement when it is helpful or requested
4	Independent Board leadership structure	■ Our Company’s Corporate Governance Guidelines require an independent Board Chair ■ All members of the Audit Committee, Compensation Committee, and Corporate Governance Committee are independent
5	Effective Board policies and practices	■ Our Corporate Governance Guidelines require a majority of our directors to be independent (nine of the 11 director nominees are independent) ■ Our Board is composed of accomplished professionals with deep and diverse experiences, skills, and knowledge relevant to our business, resulting in a high-functioning and engaged Board (a matrix of relevant skills is presented in our “2024 Proxy Statement Summary” above) ■ The Board seeks to achieve diversity among its members (see “Consideration of Diversity” above) ■ Each standing Board committee has a charter that is publicly available on the Company’s website and that meets applicable legal requirements and reflects good corporate governance ■ The Company has a Code of Business Conduct and Ethics applicable to all employees (including executive officers) and directors of the Company

Governance Principle		EQT’s Practice
		■ The Corporate Governance Committee reviews the Company’s governance policies and practices annually and makes recommendations to the Board ■ All directors attended 75% or more of the combined total of Board and applicable committee meetings in 2023 ■ The Board’s independent directors meet regularly in executive session, with the independent Board Chair presiding over all such executive sessions ■ The Board and each of the standing committees engage in meaningful annual self-assessments that involve, among other matters, consideration of individual director performance ■ The Company’s directors are encouraged to participate in continuing educational programs relating to corporate governance and business-related issues, and the Company provides funding and/or reimbursement for these activities
6	Management incentives that are aligned with the long-term strategy of the Company	■ We require robust stock ownership for our directors (five times annual cash retainer), President and CEO (eight times base salary), and other NEOs (three times base salary) ■ Our executive compensation program has historically been well supported by shareholders, as is evidenced by last year’s say-on-pay vote, which received 98.8% shareholder support ■ The Compensation Committee annually reviews and approves incentive program design, goals, and objectives for alignment with compensation and business strategies and reviews and certifies performance and funding ■ Our compensation philosophy and practices are focused on designing management incentive compensation programs to align incentive compensation opportunity with achieving the Company’s short- and long-term goals and creating long-term shareholder value

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

Equity-Based Compensation	2023 ($)
Restricted Stock Unit Award		210,000

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


Ms. Beebe	36,571	Mr. McCartney	14,477
Ms. Canaan	43,796	Mr. McManus	5,809
Ms. Carrig	41,166	Ms. Powers	23,607
Mr. Hu	9,585	Mr. D. Rice	62,004
Dr. Jackson	24,704	Ms. Vanderhider	24,704

	42			COMPENSATION DISCUSSION AND ANALYSIS
	42			Executive Summary
	42			■ 2023 Business Highlights
	43			■ Compensation Philosophy Highlights
	43			■ Named Executive Officers
	43			■ 2023 Compensation Highlights
	45			■ 2023 STIP and Incentive PSU Program Highlights
	46			■ Consideration of Say-on-Pay and Feedback from Shareholder Engagement
	47			■ Frequency of our Shareholder Advisory Vote on Say-on-Pay
	48			■ Evolution of Executive Compensation for 2024
	49			Compensation Philosophy
	49			■ Overall Compensation Philosophy
	50			■ Annual Incentive Compensation Philosophy
	50			■ Long-Term Incentive Compensation Philosophy
	51			The Compensation Process
	51			■ Establishing Target Total Direct Compensation
	51			■ Establishing and Administering the STIP and LTIP
	51			■ Delegation of Grant Authority
	52			■ Role of the Independent Compensation Consultant
	52			■ Role of Senior Management
	53			Determining Compensation
	53			■ Elements of 2023 Compensation Program
	54			■ Setting Target Total Direct Compensation for 2023
	54			■ Benchmarking
	55			■ 2023 Compensation Benchmarking Peer Group
	56			2023 Compensation Decisions
	56			■ 2023 Compensation Mix
	56			■ 2023 Base Salary
	57			■ 2023 Annual Incentives
	60			■ 2023 Long-Term Incentive Awards

	62			■ Named Executive Officers’ 2023 Long-Term Incentive Awards
	63			■ Certification Of Performance Under Previously Awarded Long-Term Incentive Programs
	63			Other Compensation Components
	63			■ Health and Welfare Benefits
	63			■ Retirement Programs
	63			■ Perquisites
	63			■ Executive Severance Plan
	64			■ Excise Tax Provisions
	64			■ Equity Ownership Guidelines
	65			■ EQT Corporation Clawback Policy
	66			Compensation Committee Report
	67			Compensation Policies and Practices and Risk Management
	67			■ Risk Management Assessment
	67			■ Prohibition on Hedging and Pledging of EQT Securities
	68			Compensation Tables
	68			Summary Compensation Table
	69			2023 Grants of Plan-Based Awards Table
	70			Outstanding Equity Awards at Fiscal Year-End
	71			Option Exercised and Stock Vested
	71			Pension Benefits and Non-Qualified Deferred Compensation
	71			Potential Payments Upon Termination of Change of Control
	71			■ Payments Pursuant to Executive Severance Plan
	73			■ Written Agreement with Other Named Executive Officer
	74			■ Payments Pursuant to Company Plans
	76			■ Payments Triggered upon Hypothetical Termination of Employment or Change of Control on December 31, 2023
	79			■ Payments upon Termination of Employment
	80			Pay Versus Performance
	85			Pay Ratio Disclosure

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

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

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

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

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

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

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

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

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

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

Named Executive Officer	2023 Base Salary ($)
Toby Z. Rice		1
Jeremy Knop		500,000(1)
Richard A. Duran		380,000
Lesley Evancho		350,000(2)
William E. Jordan		450,000
David M. Khani		540,000

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

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

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