EQT Corp PRE 14A, filed Feb 19, 2025

EQT Corp (EQT)

PRE 14A 2025-02-19 For: 2025-04-16

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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			2025 PROXY STATEMENT SUMMARY
	13			CORPORATE GOVERNANCE AND BOARD MATTERS
	13			Proposal 1—Election of Directors
	15			Director Nominees
	20			Director Time Commitment Considerations
	20			Board Meetings
	20			Board Committees
	21			■ Audit Committee
	22			■ Corporate Governance Committee
	23			■ Management Development and Compensation Committee
	23			■ Public Policy and Corporate Responsibility Committee
	24			Board Leadership Structure
	25			Board’s Role in Risk Oversight
	26			Enterprise Risk Management
	26			Cybersecurity Risk Oversight
	27			Director Nominations
	27			■ General Process for Director Nominations
	28			■ Shareholder Nominations
	28			■ Our Board Composition
	29			Contacting the Board
	29			Governance Principles
	31			Director Independence
	33			Related Person Transactions
	33			■ Review, Approval, or Ratification of Transactions with Related Persons
	34			■ Governance Policy for the Management of Potential Conflicts of Interest Involving the Rice Investment Group
	35			■ Transactions with Related Persons
	40			Directors’ Compensation
	40			■ Cash Compensation
	40			■ Equity-Based Compensation
	41			■ Equity Ownership Guidelines for Directors
	41			■ Director Deferred Compensation
	41			■ Other
	42			■ 2024 Directors’ Compensation Table
	44			EXECUTIVE COMPENSATION
	44			Proposal 2—Approval of a Non-Binding Resolution to Approve the 2024 Compensation of the Company’s Named Executive Officers (Say-on-Pay)
	46			Compensation Discussion and Analysis
	46			■ Executive Summary
	53			■ Compensation Philosophy
	56			■ The Compensation Process
	58			■ Determining Compensation
	61			■ 2024 Compensation Decisions
	68			■ Other Compensation Components
	71			Compensation Committee Report
	72			Compensation Policies and Practices and Risk Management

	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


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
	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

				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 2025 Annual Meeting of Shareholders, which will be held on Wednesday, April 16, 2025, at 9 a.m. Eastern Time. Our 2025 Annual Meeting will be held in a virtual-only meeting format by live webcast. 2024 was defined by incredible accomplishments and peak operational performance. As highlighted below, our Qrew successfully executed on our bold and transformational strategy and advanced our industry leadership, all while operating at the highest levels of efficiency.
	We acquired Equitrans Midstream Corporation, a transformative acquisition that positions EQT as America’s only large-scale, vertically integrated natural gas business.

	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 16, 2025
	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, 2024 (the “2024 Annual Report”).						The proxy statement and the 2024 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 2024 Regular, frequent meetings of independent directors in executive session without EQT management present, with our independent Board Chair presiding Annual review by the Board of EQT’s major risks, including cybersecurity risks 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 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 or “clawback” policy applicable to all executive officers


Environmental	Social	Governance
Achieved “net zero” Scope 1 and Scope 2 GHG emissions(1) in advance of our 2025 target EQT, together with its peers in the Appalachian Regional Clean Hydrogen Hub (ARCH2), advanced to Phase 1 Award Status from the U.S. Department of Energy to construct and operate a clean hydrogen production facility in Appalachia EQT continues to be a leading producer of certified responsibly sourced natural gas (“RSG”), having obtained certification of approximately 1,268 Bcfe(2) of our production in 2024(3) Helped the Appalachian Methane Initiative, a world-class, sector and technology agnostic methane monitoring network, complete its pilot methane emissions monitoring program, conducting over 1,700 satellite and aerial surveys of gas facilities spanning nearly 1,100 square miles of the Appalachian Basin	Paid over $665 million in royalties to local landowners in 2024 EQT employees volunteered over 19,000 hours in our local communities in 2024, representing an over 18% increase compared to 2023 More than $6.1 million in grants, scholarships, and matching contributions provided by the EQT Foundation in 2024 The 2024 EQT Foundation grants included approximately $439,000 in the inaugural round of Capacity Grants benefiting 25 organizations across our footprint Continued focus on improving the safety of our employees and contractors Consistent with our core values, we strive to create an environment that celebrates, promotes, and champions diverse backgrounds, experiences, and perspectives EQT was again named a National Top Workplace for 2024	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 Legal and Policy 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

		OUR COMMITMENT TO LEADING EFFORTS IN METHANE MANAGEMENT
								Reducing global methane emissions to address climate change
								Employing best practices that limit our methane emissions
		Achieved net zero Scope 1 and Scope 2 GHG emissions target ahead of schedule.
		Together with our peers in the Appalachian Regional Clean Hydrogen Hub, as of July 2024, we have advanced to Phase 1 Award Status from the U.S. Department of Energy.

	Shareholder Say-on-Pay Approval at the 2024 Annual Meeting
	98% Shareholder Say-on-Pay Approval

	Interested parties may communicate directly with the Board (and with the independent Board Chair and our other 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 that satisfy all applicable requirements 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 2024, our team met with shareholders representing more than 70% ownership of our outstanding shares (as of September 30, 2024) ■ 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 (8 of the 10 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 director skills is presented in our “2025 Proxy Statement Summary” above) ■ The Board seeks to achieve diversity among its members (see “Our Board Composition” 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 ■ The Corporate Governance Committee reviews the Company’s governance policies and practices annually and makes recommendations for changes, as appropriate, to the Board ■ All directors attended 75% or more of the combined total of Board and

Governance Principle		EQT’s Practice
		applicable committee meetings in 2024 ■ 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% 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)
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

Equity-Based Compensation	2024 ($)
Restricted Stock Unit Award		210,000

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


Ms. Bailey	39,838	Mr. McCartney	14,717
Ms. Beebe	37,175	Mr. McManus	5,905
Ms. Canaan	54,856	Ms. Powers	30,815
Ms. Carrig	48,664	Mr. D. Rice	72,417
Mr. Hu	19,527	Mr. Vagt	4,065
Dr. Jackson	25,112	Ms. Vanderhider	25,112
Mr. Karam	4,065


Ms. Bailey	65,841	Mr. D. Rice	1,727
Mr. Karam	1,727	Mr. Vagt	50,645

	46			COMPENSATION DISCUSSION AND ANALYSIS
	46			Executive Summary
	46			■ 2024 Business Highlights
	47			■ Compensation Philosophy Highlights
	47			■ Named Executive Officers
	48			■ 2024 Compensation Highlights
	49			■ 2024 Compensation Program Highlights
	50			■ Consideration of Say-on-Pay and Feedback from Shareholder Engagement
	51			■ Frequency of our Shareholder Advisory Vote on Say-on-Pay
	52			■ Evolution of Executive Compensation for 2025
	53			Compensation Philosophy
	54			■ Overall Compensation Philosophy
	55			■ Annual Incentive Compensation Philosophy
	55			■ Long-Term Incentive Compensation Philosophy
	56			The Compensation Process
	56			■ Establishing Target Total Direct Compensation
	56			■ Establishing and Administering the STIP and LTIP
	56			■ Delegation of Grant Authority
	57			■ Role of the Independent Compensation Consultant
	57			■ Role of Senior Management
	58			Determining Compensation
	58			■ Elements of 2024 Compensation Program
	59			■ Setting Target Total Direct Compensation for 2024
	59			■ Benchmarking
	60			■ 2024 Compensation Benchmarking Peer Group
	61			2024 Compensation Decisions
	61			■ 2024 Compensation Mix
	61			■ 2024 Base Salary
	62			■ 2024 Annual Incentives

	65			■ 2024 Long-Term Incentive Awards
	67			■ Named Executive Officers’ 2024 Long-Term Incentive Awards
	68			■ Certification Of Performance Under Previously Awarded Long-Term Incentive Programs
	68			Other Compensation Components
	68			■ Health and Welfare Benefits
	68			■ Retirement Programs
	69			■ Perquisites
	69			■ Executive Severance Plan
	69			■ Excise Tax Provisions
	69			■ Equity Ownership Guidelines
	70			■ EQT Corporation Clawback Policy
	71			Compensation Committee Report
	72			Compensation Policies and Practices and Risk Management
	72			■ Risk Management Assessment
	72			■ Corporate Stock Trading Policy and Prohibition on Hedging and Pledging of EQT Securities
	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 of Change of Control
	77			■ Payments Pursuant to Executive Severance Plan
	79			■ Written Agreement with Other Named Executive Officer
	80			■ Payments Pursuant to Company Plans
	82			■ Payments Triggered upon Hypothetical Termination of Employment or Change of Control on December 31, 2024
	86			Pay Versus Performance
	91			Pay Ratio Disclosure

	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

	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

	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

	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

	Other 2025 Compensation Considerations
	Equity for all			■ Consistent with our compensation philosophy, the Committee again retained our “equity for all” program for 2025

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 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

	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

	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

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

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

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

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