UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.       )
Filed by the Registrant         ☒
Filed by a party other than the Registrant         ☐
Check the appropriate box:


Preliminary Proxy Statement


Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


Definitive Proxy Statement


Definitive Additional Materials


Soliciting Material under §240.14a-12
EQT Corporation
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):


No fee required.


Fee paid previously with preliminary materials.


Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11


2024
Notice of Annual Meeting
of Shareholders and
Proxy Statement
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EQT Corporation (NYSE: EQT) is a leading independent natural gas companyproducer with an evolutionary focus on our future. EQT has operations focused in the cores of the MarcellusPennsylvania, West Virginia, and Utica Shales in the Appalachian Basin. We areOhio and is dedicated to responsibly developing our world-class asset base and beingin the operatorcore of choicethe Appalachian Basin. We are focused on creating long-term value for all stakeholders. By leveraging a culture that prioritizes operational efficiency, technology, and sustainability, we seek to continuously improve the way we produce environmentally responsible, reliable, low-cost energy. We have a long-standing commitment to the safety ofstakeholders, including our employees, contractors,landowners, communities, industry partners, and communities, and to the reduction of our overall environmental footprint.investors.
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OUR MISSION—Realize the full potential of EQT to become the operator of choice for all stakeholders.
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OUR VISION—Evolve EQT into a modern, connected, digitally enableddigitally-enabled organization that has vision and purpose.
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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.
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OUR STRATEGY—Be future focused. Meet or exceed the high standards established by our industry and develop aggressive objectives designed to push our continuous improvement.
TRUST
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TEAMWORK


Always dodoing the right thingthing.


DoDoing what you say you will dodo.


WorkWorking together toward a common goalgoal.


Understand our stakeholdersSharing, respecting, and their needsembracing diversity of thought.


Share, respect, and embrace diversityUnderstanding customers.


RespectRespecting the wrenchwrench.
HEART
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EVOLUTION


CareCaring about what you do (actions).


CareCaring about the relationships you form (impact).


BringBringing passion and drive to be the best at what you do (attitude).


DriveDriving to get better every dayday.


UnderstandUnderstanding your environment to prioritize any needed adaptionsadaption.


BeBeing transparent (which enables collaboration that triggers innovation and leads to evolution).

   
Letter from Our CEO

Dear Fellow Shareholders,
You are invited to join us at the 20222024 Annual Meeting of Shareholders, which will be held on Wednesday, April 20, 2022,17, 2024, at 89 a.m. Eastern Time. Our 20222024 Annual Meeting will be held in a virtual-only meeting format by live webcast.
2021In 2023, our overarching corporate mission was a pivotalfocused on achieving “Peak Performance.” I wanted our fourth year in EQT’s continuing transformation. As a result, we are on a trajectory that enables ussince the takeover of EQT to benefit in a differentiated manner from,be our best yet and support,our Qrew did not disappoint, achieving several incredible accomplishments over the growing importance of natural gas in today’s energy ecosystem. In short, the value opportunity for EQT has never been stronger.last year, as highlighted below.
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Despite a challenging natural gas price environment, we generated meaningful value for our shareholders.
We solidified our foundation for long-term value creation.


Further improved our balance sheetGenerated approximately $3.2 billion of net cash provided by operating activities and anticipate being upgraded to investment grade in 2022.$879 million of free cash flow.(1)


Generated significant free cash flow in 2021 and positioned to further increase free cash flow in 2022 and beyond.Retired $1.1 billion of debt.


ImplementedIncreased our updated hedging strategy to capture rising gas prices, while still providing downside protection.base dividend by 5%.


AnnouncedClosed the strategic acquisitions of Tug Hill and XcL Midstream and integrated the assets at an EQT record pace.

Signed two of the largest long-term physical supply deals ever executed in the North American natural gas market with leading utilities.
Our operations executed at record levels and pace.

Improved drilling efficiencies drove 6% faster drilling speeds in 2023, as compared to 2022.(2)

Set new all-time high completion efficiencies, with 2023 average frac crew monthly pumping hours up 16% year-over-year.

Delivered a comprehensive shareholder return program, which includes a $1 billion share repurchase program22% improvement in our environmental, health, and an annual cash dividend of  $0.50 per share ($0.125 quarterly).safety (EHS) intensity,(3) underscoring our unwavering commitment to safety at EQT.
We successfully completed the acquisition and integrationcontinued to gain momentum in executing our differentiated LNG strategy.

Leveraged our significant Gulf Coast firm transportation capacity to sign non-binding Heads of Alta Resources.

Added over 250 core net locations and more than 600 total net Lower Marcellus locations across 300,000 net acres.Agreements (HOAs) covering 2.5 million tons per annum of LNG tolling capacity.(4)


Operations teams are driving improvementsHave seen strong interest from prospective international buyers as the global market is increasingly appreciating the value associated with EQT’s low-cost, peer leading core inventory depth and have decreased drilling costs 15% on the first wells we took over, despite inflationary pressures.

Recent transactions imply a value of Alta Resources of more than double what we paid only six months ago.environmental attributes.
We announcedcontinued our plansprogress towards our ambitious 2025 net zero emissions goal.

We continued to make progress toward making EQT the first energy company of meaningful scale in the world to achieve ambitious net zero targets.

Committed to achieving net zero greenhouse gas emissions from our existing production segment operations on a Scope 1 and Scope 2 basis by or before 2025.emissions.(5)
(1)
Free cash flow is a non-GAAP financial measure. See Appendix A for the definition of, and other important information regarding, this non-GAAP financial measure.

(2)
Pledged6% year-over-year improvement was measured based on days per 1,000 horizontal feet drilled.
(3)
EHS intensity improvement is an internal performance measure used in EQT’s Short-Term Incentive Plan. Please refer to reduce ourthe Compensation Discussion and Analysis section below for further details.
(4)
Non-binding HOAs remain subject to negotiation of definitive tolling agreements between the parties.
(5)
The Company’s net zero emissions goal is based on Scope 1 methaneand Scope 2 greenhouse gas emissions intensityfrom assets owned by the Company on June 30, 2021 (i.e., when EQT announced its net zero goal). Scope 1 greenhouse gas emissions included in the target are based exclusively on emissions reported to below 0.02% (representing an approximately 65% reduction comparedthe U.S. Environmental Protection Agency (EPA) under the EPA’s Greenhouse Gas Reporting Program (Subpart W) for the onshore petroleum and natural gas production segment.

Letter from Our CEO

Announced a first-of-its-kind public-private forest management partnership with the State of West Virginia, designed to 2018 levels) by or before 2025.create one of the highest quality, most verifiable nature-based carbon sequestration projects anywhere in the world.


LaunchedEQT was one of 50 oil and gas companies to participate in the Oil & Gas Decarbonization Charter, a program with a goal of eliminating all natural gas-powered pneumatic devices from our operations bylandmark initiative, launched at COP28, dedicated to accelerating climate action and achieving high-scale impact across the end of 2022.industry.
We have evolved
EQT into helped establish the Appalachian Methane Initiative, a differentiated, long-termworld-class, sector and technology agnostic methane monitoring network designed to assess and further mitigate methane emissions across the entire Appalachian Basin.
Over the last year, we’ve heard countless reports about the phasing out of natural gas. After participating in COP28 in Dubai, it is clear that the world recognizes the continuing need for natural gas investment opportunity, one withboth to ensure energy security and achieve the world’s decarbonization goals. It’s also clear that removing foreign coal from the power sector is a near investment grade balance sheetpre-requisite for achieving global climate goals. People are beginning to understand that, while energy sources such as wind and solar are great, they are not enough on their own. Natural gas in the longest runwayform of high-quality, contiguous inventoryLNG is uniquely capable of any operator in anysupporting these alternative energy sources and allowing the world to achieve its climate goals by rapidly replacing foreign coal. It is the ideal lower-carbon, dispatchable compliment to renewable power generation. I believe that EQT is uniquely positioned to answer the world’s call for clean, affordable, reliable energy and lead efforts to displace international coal.
The momentum and gravity of purpose at EQT right now are unrivaled. We are executing at record performance levels, signing historic physical supply deals, aggressively cutting emissions, and executing on our vision to become the pre-eminent low-cost producer of natural gas play.
In addition to the achievements above, EQT inserted itself intoon the global conversation about the critical role natural gas plays in arresting climate change and supporting global energy equality. The benefits of affordable, reliable, clean natural gas are being recognized both domestically and internationally. We look forward to continuing our role as an industry leader and championing natural gas as the biggest green initiative on the planet.
stage. All these steps wereare being taken with our stakeholders in mind, and we have high ambition to continue the successes that we accomplished in 2021. 2023.
Your vote is important. We urge you to read the accompanying Notice of Annual Meeting and Proxy Statement carefully and vote in accordance with the Board of Directors’ recommendations on all proposals.
I would like to thank you personally for your continued confidence in our company.
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Toby Z. Rice

President and Chief Executive Officer
February 24, 2022
March 1, 2024


20222024 Notice of Annual Meeting

of Shareholders of EQT Corporation

You are cordially invited to virtually attend the 2022virtual 2024 Annual Meeting of Shareholders of EQT Corporation.
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Time and Date
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Place
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Record Date
Wednesday, April 20, 2022
8:17, 2024 9:00 a.m. Eastern Time
Virtual meeting via live webcast, accessible at:
https://meetnow.global/MPDGKGT
www.virtualshareholdermeeting.com/ EQT2024
If you owned common stock of EQT Corporation at the close of business on Friday, February 4, 2022,2, 2024, the record date, you may vote at this meetingthe Annual Meeting
At the meeting, we plan to ask you to:
Items of Business
1Elect the 11 directors nominated by the Board of Directors to serve for a one-year term


Lydia I. Beebe


Frank C. Hu


James T. McManus II


Toby Z. Rice


Lee M. Canaan


Dr. Kathryn J. Jackson


Anita M. Powers


Hallie A. Vanderhider


Janet L. Carrig


John F. McCartney


Daniel J. Rice IV
2Approve a non-binding resolution regarding the 2023 compensation of our named executive officers for 2021 (say-on-pay)
3Approve a proposed amendment to the Company’s 2020 Long-Term Incentive Plan (the “2020 LTIP”) to increase the number of authorized shares under the 2020 LTIP
4Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 20222024
The 20222024 Annual Meeting will be a virtual meeting of shareholders, conducted exclusively by live webcast. You will be able to virtually attend and participate in the 2022virtual 2024 Annual Meeting, vote your shares electronically, and submit your questions during the meeting by visiting the website address listed above aton the meeting date and time described in the accompanying proxy statement. Please see the instructions in the “Questions and Answers About the 20222024 Annual Meeting” section, below, which provides additional information on how to participate in our virtual annual meeting.
We urge each shareholder to promptly sign and return the enclosed proxy card or to use telephone or Internet voting.
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On behalf of the Board of Directors,
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William E. Jordan

Executive Vice President, General Counsel and Corporate Secretary
February 24, 2022March 1, 2024
Important Notice Regarding the Availability of Proxy Materials

for the Annual Meeting of Shareholders to Be Held on April 20, 202217, 2024
Our proxy statement is attached. Financial and

other information concerning EQT Corporation is contained in our annual reportAnnual Report on Form 10-K for

the fiscal year ended December 31, 20212023 (the “2021“2023 Annual Report”).
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ThisThe proxy statement and the 20212023 Annual Report and a proxy card are available

free of charge at www.edocumentview.com/EQTwww.proxyvote.com.


Proxy Statement

Table of Contents
120222024 PROXY STATEMENT SUMMARY
1213CORPORATE GOVERNANCE AND BOARD MATTERS
1213Proposal 1—Election of Directors
1314Director Nominees
19Director Time Commitment Considerations
19Board Meetings
19Board Committees
22Board Leadership Structure
23Board’s Role in Risk Oversight
2324Enterprise Risk Management
24Cybersecurity Risk Oversight
25Director Nominations
27
2627Contacting the Board
2728Governance Principles
2829Director Independence
2930Related Person Transactions
3437Directors’ Compensation
38
38
38
39
40EXECUTIVE COMPENSATION
Proposal 2—Approval of a Non-Binding Resolution Regarding the Compensation of the Company’s Named Executive Officers for 20212022 (Say-on-Pay)
4042Compensation Discussion and Analysis
6266Compensation Committee Report
6468Compensation Tables
7680PAY VERSUS PERFORMANCE
80Pay Ratio DisclosureVersus Performance Table
82Narrative Discussion of Relationship Between CAP and Financial Performance Measures
77Proposal 3—Approval of Amendment to 2020 LTIP
89Equity Compensation Plan InformationPAY RATIO DISCLOSURE
9086Proposal 43—Ratification of the Appointment ofIndependentof Independent Registered Public Accounting Firm
9187Auditor Fees
9288Report of the Audit Committee
EQUITY OWNERSHIP
9389Security Ownership of Certain Beneficial Owners
9491Security Ownership of Management
Delinquent Section 16(a) Reports
98QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING
989320222024 Annual Meeting of Shareholders
ADDITIONAL INFORMATION
107101Other Matters
10710120212023 Annual Report on Form 10-K
107Websites
APPENDICES
A-1
B-1
C-1
D-1


Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 20, 202217, 2024
We have elected to furnish our proxy statement and the 20212023 Annual Report to certain of our shareholders over the Internet pursuant to the U.S. Securities and Exchange Commission (“SEC”) rules, which allows us to reduce costs associated with the 20222024 Annual Meeting.
Beginning on or about March 2, 2022,1, 2024, we will mail to certain of our shareholders a Notice of Internet Availability of proxy materials containing instructions regarding how to access our proxy statement and 20212023 Annual Report online (the “eProxy Notice”). The eProxy Notice contains instructions regarding how you can elect to receive printed copies of the proxy statement and the 20212023 Annual Report. All other shareholders will receive printed copies of the proxy statement and the 20212023 Annual Report, which will be mailed to such shareholders on or about March 2, 2022.1, 2024.
Cautionary Statements
This proxy statement contains certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended. Statements that do not relate strictly to historical or current facts are forward-looking and are usually identified by the use of words such as “anticipate,” “estimate,” “approximate,” “expect,” “intend,” “plan,” “believe,” and other words of similar meaning.meaning, or the negative thereof. Without limiting the generality of the foregoing, forward-looking statements contained in this proxy statement include the matters discussed regarding the expectationexpectations of performance under compensation plans, anticipated financial and operational performance of EQT Corporation and its subsidiaries (the “Company”), reserves estimates, the Company’s ability to successfully implement and reserves estimates. execute its operational, organizational, technological and environmental, social and governance (“ESG”) initiatives and goals, and achieve the anticipated results of such initiatives and goals.
The forward-looking statements contained in this proxy statement involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks and uncertainties, many of which are difficult to predict and beyond the Company’s controlcontrol. These risks and whichuncertainties include, but are not limited to,to: volatility of commodity prices; the costs and results of drilling and operations; uncertainties about estimates of reserves, identification of drilling locations, and the ability to add proved reserves in the future; the assumptions underlying production forecasts; the quality of technical data; the Company’s ability to appropriately allocate capital and other resources among its strategic opportunities; access to and cost of capital;capital, including as a result of rising interest rates, inflation and other economic uncertainties; the Company’s hedging and other financial contracts; inherent hazards and risks normally incidental to drilling for, producing, transporting, and storing natural gas, natural gas liquids, and oil; cyber security risks;cybersecurity risks and acts of sabotage; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services, and sand and water required to execute the Company’s exploration and development plans, including as a result of the COVID-19 pandemic;supply chain or inflationary pressures; risks associated with operating primarily in the Appalachian Basin and obtaining a substantial amount of the Company’s midstream services from Equitrans Midstream Corporation; the ability to obtain environmental and other permits and the timing thereof; government regulation or action, including regulations pertaining to methane and other greenhouse gas emissions; negative public perception of the fossil fuels industry; increased consumer demand for alternatives to natural gas; environmental and weather risks, including the possible impacts of climate change; and disruptions to the Company’s business due to acquisitions, divestitures, and other strategic transactions. These and other risks and uncertainties are described under Item 1A, “Risk Factors,” in the Company’s Annual

Report on Form 10-K for the year ended December 31, 2021,2023, and in other documents the Company files from time to time with the Securities and Exchange Commission.SEC.
Any forward-looking statement speaks only as of the date on which such statement is made, and except as required by law, the Company does not intend to correct or update any forward-looking statements, whether as a result of new information, future events, or otherwise.
Websites
Website addresses referenced in this proxy statement are inactive textual references only, and the content on the referenced websites specifically does not constitute a part of this proxy statement and is not incorporated by reference herein.


20222024 Proxy Statement Summary

This summary highlights information about EQT Corporation (“EQT,” the “Company,” “we,” “us,” or “our”) and the upcoming 20222024 Annual Meeting of Shareholders (the “2022“2024 Annual Meeting”). As it is only a summary, please review the complete proxy statement and EQT’s Annual Report on Form 10-K for the year ended December 31, 20212023 (the “2021“2023 Annual Report”) before you vote. The proxy statement and the 20212023 Annual Report will be first mailed or released to shareholders on or about March 2, 2022.
1, 2024.
20222024 Annual Meeting of Shareholders
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Time and Date
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Place
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Record Date
Wednesday, April 20, 2022
8:17, 2024 9:00 a.m. Eastern Time
Virtual meeting via live webcast, accessible at:
https://meetnow.global/MPDGKGT
www.virtualshareholdermeeting.com/ EQT2024
If you owned common stock of EQT Corporation at the close of business on Friday, February 4, 2022,2, 2024, the record date, you may vote at this meetingthe 2024 Annual Meeting
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Admission


You are entitled to virtually attend and vote during the 2022virtual 2024 Annual Meeting if you were an EQT shareholder as of the close of business on the record date or if you hold a valid proxy for the 20222024 Annual Meeting.


To participate in the virtual-only annual meeting as a shareholder, you must visit the website address listed above and enter a valid control number for the meeting.


Your control number can be found on the proxy card, notice, or e-mailemail distributed to you.

If your shares are held by a broker, bank, or other holder of record in “street name,” you must register in advance to participate in the 2022 Annual Meeting as an authenticated shareholder.


Anyone may enter the virtual annual meeting website as a “guest” and no control number will be required; however, only authenticated shareholders may submit their votes or questions during the virtual annual meeting.
Even if you plan to attend the virtual meeting,
we encourage you to vote by proxy as soon as possible.
Voting Matters and Board Recommendations
Agenda ItemBoard Voting

Recommendation
See Page
1

Election of 11 directors, each for a one-year term expiring at the 20232025 Annual Meeting of Shareholders
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FOR EACH

DIRECTOR
1213
2

Approval of a non-binding resolution regarding the compensation of EQT’s named executive officers for 20212023 (Say-on-Pay)
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FOR3840
3
Approval of a proposed amendment to the Company’s 2020 Long-Term Incentive Plan (the “2020 LTIP”) to increase the number of authorized shares under the 2020 LTIP
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FOR77
4

Ratification of the appointment of Ernst & Young LLP as EQT’s independent registered public accounting firm for 20222024
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FOR9086
How to Vote
SHAREHOLDERS OF RECORD
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 BY TELEPHONE  BY INTERNET  BY MAIL  BY MOBILE DEVICE  VIRTUALLY 
Call toll-free
1-800-652-VOTE
(1-800-652-8683)
in the USA, US
territories, or Canada
Visit 24/7
www.investorvote.com/EQT
Complete, date,
and sign your proxy
card and send by
mail in the enclosed
postage-paid
envelope
Scan the QR code
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Virtually attend the
annual meeting as an
authenticated
shareholder and cast
your ballot online
during the virtual
meeting

Have your proxy card or notice with your control number available and follow the instructions

The deadline to vote by phone is 11:59 p.m. Eastern Time on April 19, 2022

If you vote by telephone or electronically, you do not need to return a proxy card
EQT CORPORATION20222024 PROXY STATEMENT|1


20222024 Proxy Statement Summary
BENEFICIAL OWNERSHow to Vote
Please review the proxy statement and vote your shares as soon as possible. We offer a number of ways for you to vote your shares. Voting instructions are included in the Notice of Internet Availability of Proxy Materials and the proxy card. If you are a beneficial owner and your shares are held by a bank, broker, or other nominee (i.e., in “street name”), you should follow the voting instructions provided to you by that firm. Although most banks and brokers now offer voting by mail, telephone, and on the Internet, availability and specific procedures, including voting deadlines, will depend on their voting arrangements.
We offer the following methods to vote your shares:
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 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

Have your proxy card or notice with your control number available and follow the instructions

The deadline to vote by phone, or by internet, if you are not attending the virtual meeting, is 11:59 p.m. Eastern Time on April 16, 2024

If you vote by telephone or electronically, you do not need to return a proxy card
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2|ir.eqt.com

2024 Proxy Statement Summary
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.
Name and Principal OccupationName and Principal OccupationAgeDirector
Since
Ind.Other Current
Public Company
Boards
Committee MembershipName and Principal OccupationAgeDirector
Since
Ind.Other Current
Public Company
Boards
Current Committee Membership
ACGMDCPPCRACGMDCPPCR
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LYDIA I. BEEBE
Principal, LIBB Advisors LLC;
former Corporate Secretary and
Chief Governance Officer, Chevron
69
2019
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1
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LYDIA I. BEEBE
Principal, LIBB Advisors LLC;
former Corporate Secretary and
Chief Governance Officer, Chevron Corporation
71
2019
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1
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LEE M. CANAAN
Founder and Portfolio Manager,
Braeburn Capital Partners, LLC
652019
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2
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LEE M. CANAAN
Founder and Portfolio Manager,
Braeburn Capital Partners, LLC
672019
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1
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JANET L. CARRIG
Former Senior Vice President, General Counsel and Corporate Secretary, ConocoPhillips
642019
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1
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JANET L. CARRIG
Former Senior Vice President, General
Counsel and Corporate Secretary,
ConocoPhillips
662019
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2
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FRANK C. HU
Former Investment Analyst and Vice President, Capital World Investors
602021
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[MISSING IMAGE: tm2039127d2-icon_memberbwlr.jpg][MISSING IMAGE: tm2039127d2-icon_auditbwlr.jpg]
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FRANK C. HU
Former Investment Analyst and Vice
President, Capital World Investors
622021
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1
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DR. KATHRYN J. JACKSON
Former Director of Energy and
Technology Consulting, KeySource, Inc.
642019
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3
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DR. KATHRYN J. JACKSON
Former Director of Energy and
Technology Consulting, KeySource, Inc.
662019
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2
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JOHN F. MCCARTNEY
Chair Member, Quantuck Advisors LLP
692019
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2
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JOHN F. MCCARTNEY
Chair Member, Quantuck Advisors LLP
712019
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2
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JAMES T. MCMANUS II
Former Chairman, Chief Executive Officer, and
President, Energen Corporation
632019
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JAMES T. MCMANUS II
Former Chairman,
Chief Executive Officer, and
President, Energen Corporation
652019
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ANITA M. POWERS
Former Executive Vice President of Worldwide Exploration, Occidental Oil and Gas Corporation
662018
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1
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ANITA M. POWERS
Former Executive Vice President of
Worldwide Exploration, Occidental Oil
and Gas Corporation
682018
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1
[MISSING IMAGE: ic_member-bw.jpg]
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DANIEL J. RICE IV
Former Chief Executive Officer, Rice Energy Inc.
4120173
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DANIEL J. RICE IV
Chief Executive Officer,
NET Power Inc.; former Chief Executive Officer, Rice Energy Inc.
4320171
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TOBY Z. RICE
President and Chief Executive Officer, EQT
402019
TOBY Z. RICE
President and Chief Executive Officer,
EQT
422019
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HALLIE A. VANDERHIDER
Managing Director, SFC Energy Management LP
642019
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1
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HALLIE A. VANDERHIDER
Former Managing Director, SFC Energy
Management LP
662019
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1
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Committee

Chair
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Committee

Member
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Independent Chair of

the Board
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Audit Committee

Financial Expert
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Independent

Director
A
Audit
CG
Corporate Governance
MDC
Management Development

and Compensation
PPCR
Public Policy and Corporate

Responsibility
2
EQT CORPORATION2024 PROXY STATEMENT|ir.eqt.com3


20222024 Proxy Statement Summary
Snapshot of Director Nominees
Our director nominees are highly qualified and, as a group,together, embody an effective and robust mix of diversity, skills, and experience. OurAs further detailed in the racial/ethnic and gender diversity profile graphic below, the Board benefits from both gender and racial and ethnic diversity as well as substantial gender diversity, including with respect to key Board leadership roles.diversity. Please refer to the “Consideration of Diversity” section below for further discussion.
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(1)
Tenure calculated through the end of April 2024.
(2)
Chart reflects the number of directors possessing each given skillset.
EQT CORPORATION2022 PROXY STATEMENT4|3
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20222024 Proxy Statement Summary
Governance Highlights
Corporate Governance Practices
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Board PracticesShareholder-Friendly

Governance Provisions
Other Best Practices
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Independent Board Chair
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Each director attended 75% or more of the total number of meetings of the Board and his or hertheir respective committees during 20212023
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Regular, frequent meetings of independent directors in executive session without EQT management present
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Annual review by the Board of EQT’s major risks, including cybersecurity risk
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Corporate Governance Guidelines limit the number of other public company boards on which directors may serve (see “Corporate Governance and Board Matters―Director“Director Time Commitment Considerations” below)
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All directors stand for election annually
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Majority voting standard for uncontested director elections
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Extensive and regular shareholder engagement and support
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Shareholder right to convene special meetings at a 25% threshold
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Shareholders may remove directors from office outside of the annual meeting process
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Proxy access right
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“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
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Meaningful equity ownership guidelines for executive officers and non-employee directors
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HedgingProhibition against hedging and pledging of EQT securities by executive officers and directors is prohibited
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CompensationMandatory compensation recoupment “clawback” policy applicable to all current and former executive officers
4
EQT CORPORATION2024 PROXY STATEMENT|ir.eqt.com5


20222024 Proxy Statement Summary
Environmental, Social, and Governance Highlights
EQT isWe are committed to the responsible development of itsour world-class asset base in the core of the Appalachian Basin with a focus on conducting safe operations, protecting our environment, creating jobs, and improving our local and national economy. We recognize climate changedecarbonization as the preeminent sustainability issue affecting all industries. As such, our Board and management are committed to understanding and proactively responding to the risks and opportunities posed by climate change.
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EnvironmentalSocialGovernance
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Announced the followingExecuting on our ambitious emissions reduction targets:(1)

Achievetargets, including our commitment to achieve “net zero” Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions by or before 2025(1)

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Reduce Scope 1 greenhouse gas emissions intensity by approximately 70% comparedAnnounced first-of-its kind public-private forest management partnership with the State of West Virginia, designed to 2018 levels by or before 2025create one of the highest-quality, most verifiable nature-based carbon sequestration projects in the world

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Reduce Scope 1 methane emissions intensity byEQT continues to be a leading producer of certified responsibly sourced natural gas (“RSG”), having obtained certification of approximately 65% compared to 2018 levels by or before 20251,316 Bcfe(2) of our production in 2023(3)
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Obtained responsibly sourced gas (RSG) certification for natural gas produced from approximately 200 well pads,(2) representing approximately 4.5% of all natural gas produced in the United States
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GoalSignatory to eliminate all natural gas-powered pneumatic devices from our operations by the end of 2022, significantly reducing our greenhouse gas emissions
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Joined the Oil and Gas Decarbonization Charter (“OGDC”) launched at COP28 in December 2023
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Helped establish the Appalachian Methane Partnership 2.0(3)Initiative, a world-class, sector and technology agnostic methane monitoring network designed to assess and further mitigate methane emissions across the entire Appalachian Basin
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Paid $731nearly $800 million in royalties to local landowners in 2021, representing a 106% increase compared to 20202023
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EQT employees volunteered 6,981over 16,100 hours in our local communities in 20212023, representing an over 12% increase compared to 2022
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Corporate giving, sponsorships, and road and infrastructure investments in local communities totaled more than $28Approximately $4.3 million in 2021
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Over $3 million in grants, scholarships, and contributions provided by EQT Foundation in 20212023
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Spent over $70$106 million with 47 minority-owned suppliers during 20212023
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Continued our focus on improving the safety of our employees and contractors
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Consistent with our core values, we strive to create an environment that is diverse, equitable, and inclusive
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EQT was again named a National Top Workplace for 20212023
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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
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Management-levelOur management-level ESG committee devoted toCommittee, comprised of our Chief Executive Officer and other senior leaders, meets regularly, and is responsible for management-level oversight of ESG improvement (composed of senior executive leaders and meets biweekly)matters
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Developed aLeveraging proprietary digital framework for measuring, projecting,tools to measure, project, and analyzinganalyze our emissions data, positioning us to capture opportunities to enhance our ESGenvironmental performance
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ESG-relatedEnvironmental and safety performance metricsmeasures are included in both our annual and long-term incentive programs, aligning executive compensation opportunity with the successful achievement of our environmental and safety goals
(1)

Emissions targets are for theThe Company’s production segment, as contemplated under the EPA’s reporting framework for petroleum and natural gas companies, and arenet zero emissions target is based on Scope 1 and Scope 2 greenhouse gas emissions from assets owned by the Company as ofon June 30, 2021.2021 (i.e., when EQT announced its net zero goal). Scope 1 greenhouse gas emissions included in the target are based exclusively on emissions reported to the U.S. Environmental Protection Agency (EPA) under the EPA’s Greenhouse Gas Reporting Program (Subpart W) for the onshore petroleum and natural gas production segment.
6|ir.eqt.com

2024 Proxy Statement Summary
(2)
“Bcfe” means billion cubic feet of natural gas equivalents, with one barrel of natural gas liquids (“NGLs”) and crude oil being equivalent to 6,000 cubic feet of natural gas.
(2)
(3)
Certifications were obtainedBased on certificates provided under both the EO100™ Standard for Responsible Energy Development, which focuses on environmental, social and governanceESG performance, and the MiQ methane standard.
(3)
A Climate and Clean Air Coalition initiative led by the UN Environment Programme, in partnership with the European Commission, the UK Government, the Environmental Defense Fund and other leading oil and gas companies.
OUR COMMITMENT TO LEADING EFFORTS IN METHANE MANAGEMENT
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Reducing global methane emissions to address climate change
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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 CORPORATION2022 PROXY STATEMENT|5a “Gold Standard” rating in 2023, the highest reporting level under the initiative, for a second year in a row.
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EQT Joins the Oil & Gas Decarbonization Charter
Unveiled at COP28, this landmark charter is dedicated to speeding up climate action and achieving high-scale impact across the oil and gas sectors.
The OGDC, which has been signed by 50 oil and gas companies, supports the aims of the Paris Agreement and calls for the industry to align around net zero by or before 2050, zero-out methane emissions and eliminate routine flaring by 2030. Beyond decarbonization, signatories recognize it is essential for the oil and gas industry to increase actions, including engaging with customers, investing in the energy system of the future and increasing transparency in measurement, reporting and independent verification.

2022 Proxy Statement Summary
Environmental, Social, and Governance Reporting
We expect to publish our 20212023 ESG Report in mid-2022.June 2024. Our current ESG Report for calendar year 20202022 provides additional discussion of ESG matters that are important to us, including why ESG matters to us and what we are doing to continually improve our ESG performance.
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You can find our 2022 ESG ReportsReport by visiting esg.eqt.com. The results of the ESG assessment and information included in our 2022 ESG Report should not be construed as a characterization regarding the materiality or financial impact of such information. The information in our 2022 ESG Report is not incorporated by reference into, and does not form a part of, this proxy statement.
EQT CORPORATION2024 PROXY STATEMENT|7

2024 Proxy Statement Summary
Human Capital and Diversity
Our employees are our most important asset. We genuinely value each member of our workforce and his or hertheir contributions to our mission to become the operator of choice for all stakeholders. Our values―values—​Trust, Teamwork, Heart, and Evolution―Evolution—are at the core of everything we do. They serve as our guide when it comes to our actions, behaviors, and decisions in the workplace. Through leveraging both employee input and the leadership of our management team, we offer a work experience that is focused on safety, employee career development, health and benefits, and building strong relationships in the communities where our employees live and work. Consistent with our core values, EQT strives to create and maintain an environment that is diverse, equitable, and inclusive.
We continually assess and enhance our employment, diversity, equity, and inclusion programs through regular reviews, incorporating insights from annual employee engagement surveys, internal workforce feedback, turnover rate analysis, and benchmarking against industry peers. Based on the outcomes of these evaluations, we strategically implement action plans to sustain and enhance our commitment to diversity, equity, and inclusion. Our ongoing talent programs specifically target areas of underrepresentation, fostering a robust employee pipeline for the long term.
In addition to these ongoing efforts, 2023 marked the inclusion of three impactful initiatives: (i) we hosted our second annual Qrew Camp event, a two-day immersive experience designed for rising eighth and ninth graders, providing valuable insights into the natural gas industry and career opportunities within the field; (ii) we launched our inaugural Disability Mentoring Day, a meaningful initiative aimed at fostering mentorship and support for individuals with disabilities as they navigate their career paths; and (iii) we welcomed two student interns from Nazareth Prep, a local school within our operating region, where students come from traditionally underserved backgrounds.
Our workforce is the catalyst for producing peer-leading results. Where possible, we offer our employees the benefits of remote work arrangements, with approximately 70%two-thirds of our permanent employees working remotely. OurFurthermore, our predominantly remote work environment has enabled us to expand our search for talent nationally. While we continue to seek and hire qualified candidates from our local communities, we anticipate that our flexible work arrangement policies and remote work opportunities will continue to allow us to broaden our talent search beyond our core operating area, helping ensure that we have access to diverse, highly qualified talent.
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(1)
Employee engagement was measured through an employee engagement survey by Energage, LLC. EQT’s engagement percentage exceeded the average engagement score for all Top Workplaces by approximately 4%.
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2024 Proxy Statement Summary
Additionally, our cloud-based, digital work environment enables a modern, innovative, collaborative, and digitally enableddigitally-enabled work environment, which we use to, among other things, enhance our shared culture by engaging directly with our employees by sharing companyCompany updates and personal accomplishments. We also leverage this platform to solicit suggestions and comments from all employees. We believe that this helps promote real-time feedback and a greater degree of employee engagement, laying the technological foundation for the success of our remote workforce. EQT was named a National Top Workplace for 2021 based on our level of employee engagement.(1)
We understand that providing employees with the resources and support they need to live a physically, mentally, and financially healthy life is critical for sustaining a workplace of choice. In alignment with this commitment, in 2023 we rolled out a comprehensive wellness platform that encompasses physical, mental, and financial well-being. As part of this initiative, we introduced a Roth 401(k) option, providing employees with additional flexibility and tax advantages for their retirement savings. Moreover, we collaborated with Fidelity to offer individual financial planning sessions, empowering our workforce with personalized guidance and strategies for their financial goals.
Our holistic approach to employee well-being extends beyond traditional benefits. We offer benefits that includecontinue to provide subsidized health insurance, a company contribution and company match on 401(k) retirement savings, an employee stock purchase plan, paid maternity and paternity leave, flexible work arrangements, volunteer time off, and a company match on employee donations to qualified non-profits. We also offerAdditionally, our employeescommitment to work-life balance is evident in the flexibility to elect to work aof our “9/80” work schedule, under which, during the standard 80-hour pay period, an employee works eight 9-hour daysallowing employees to choose a unique arrangement that suits their lifestyle. These initiatives collectively reinforce our dedication to fostering a thriving and one 8-hour day (Friday), with a tenth day off  (alternative Friday).supportive workplace environment.
In 2022,2023, for the third consecutive year, we continuedannounced the continuation of our “equity-for-all” program by granting“equity for all” program. Building on the success of prior years, we extended equity compensation awards to all permanent employees.employees, marking another milestone in our commitment to fostering an inclusive and ownership-driven culture. With the equity-for-all“equity for all” program, allevery permanent employees become owners ofemployee becomes an owner in our Company, and have theproviding them with a direct opportunity to share directly in our financial success. Equity-for-all
It is important to note that these equity grants are in addition to, and not in lieu of, the existing compensation opportunities for theseour valued employees. Our belief in the merits of the “equity for all” compensation program is grounded in its ability to enhance internal pay equity, acknowledge the contributions of every employee in a meaningful way, and align the interests of our entire workforce with the overarching goal of achieving long-term shareholder value creation.
(1)
Employee engagement was measured through an employee engagement survey by Energage, LLC. EQT’s engagement percentage exceeded the average engagement score for all Top Workplaces by approximately 9%.
We remain dedicated to providing our employees with opportunities that go beyond conventional compensation, empowering them as partners in our collective success.
6
EQT CORPORATION2024 PROXY STATEMENT|ir.eqt.com9


20222024 Proxy Statement Summary
Shareholder Engagement
Our executive and investor relations team is highly activeengaged and accessible to shareholders. The team welcomes interactions and feedback. During 2021,2023, our team hadengaged in over 750525 interactions with shareholders (with CEO/CFO participation in >50%over 60% of meetings and director participation as appropriate)meetings), including meetings with over 200 individual firms covering 45%more than 60%(1) of our shareholder base. Additionally, the team participated in 1412 energy conferences, four non-deal roadshows, 10 energy industry forums, or smaller NDRs, and daily/weekly investor relations facilitated meetings.
During 2021,2023, our shareholder engagement program addressed numerous topics that were of interest to our shareholders, including M&Athe integration of our Tug Hill and Consolidation (includingXcL Midstream acquisitions, our 2021 Alta Resources acquisition), importanceoperational performance achievements, benefits of investment grade metrics/investment-grade credit ratings, and timing, net zero targets and ESGour publicly-announced value-enhancing firm sales agreements associated with our Mountain Valley Pipeline (MVP) capacity, initiation of our risk-adjusted liquefied natural gas (LNG) tolling strategy, our value-oriented shareholder returns framework, our hedging philosophy, the role of natural gas in the energy transition and supporting energy security, our progress toward our net zero goal, our new ventures strategy, and the broader natural gas macro environment and key drivers.environment.
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(1)

As of September 30, 2021.2023.
Shareholder Say-on-Pay Approval at the 20212023 Annual Meeting
98.3%98.8%
Shareholder Say-on-Pay Approval
EQT CORPORATION2022 PROXY STATEMENT10|7
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20222024 Proxy Statement Summary
EQT Business Highlights
In 2021,Our operational strategy focuses on the successful execution of combo-development projects. Combo-development refers to the development of several multi-well pads in tandem. We believe that combo-development projects are key to delivering sustainably low well costs and higher returns on invested capital. Our business model has been developed to enable us to generate sustainable free cash flow and correspondingly, we continued to execute on our strategy to make EQT the operator of choice for all stakeholders. We further improved our balance sheet, successfully completed the acquisition and integration of Alta Resources, announced ambitious net zero targets, andhave implemented a comprehensive shareholder return program, consisting of a quarterly cash dividend and authorization to repurchase up to $1 billion of our stock.
Ourrobust capital allocation plan is focused on reducingstrategy directed at responsibly developing our debt and leverage,assets while also returning capital to our shareholders through a combination of debt retirements, dividends, and ourstrategic share repurchase program.repurchases. We are also focused on achieving and maintaining investment grade credit metrics, as well as regaining our investment grade credit rating in the near term, which will allowallows us to capture a lower cost of capital and further enhance shareholder returns.
We believe that our modern, digitally enabled operating model, contractually declining gathering rates, improved capital efficiency,proprietary digital work environment, in conjunction with the size and deep core long-lateral inventory will allow us to generate significant free cash flow in 2022 and beyond andcontiguity of our asset base, uniquely position us to playexecute on a leading rolemulti-year inventory of combo-development projects in our core acreage position. Our operational strategy employs this differentiation to advance our mission of being the operator of choice for all stakeholders, while simultaneously helping to address climate changeenergy security and support global energy equality.affordability both domestically and globally.
In 2023, we maintained our focus on achieving peak performance, generating meaningful value for our shareholders. We have outlined below a few of our 2023 business highlights.
2023 Business Highlights

Generated $3.2 billion of net cash provided by operating activities with an average New York Mercantile Exchange (NYMEX) price of  $2.74 per MMBtu.(1)

Retired $1.1 billion aggregate principal of debt.

Increased quarterly base dividend by 5% to $0.1575 per share ($0.63 per share annualized).

Paid $228 million in dividends to shareholders.

Repurchased $200 million of common stock, reducing our outstanding share count by 5.9 million shares.

Increased total proved reserves by 2,594 Bcfe, or 10.4%, compared to 2022.

Achieved investment grade credit rating from Moody’s Investor Services, making us investment grade rated by all three credit rating agencies.

Successfully completed the Tug Hill and XcL Midstream acquisitions, acquiring approximately 90,000 net West Virginia acres, approximately 145 miles of midstream gathering pipeline, compression, and gas processing assets, and approximately 55 miles of connected water infrastructure with four centralized storage facilities.

Signed significant long-term physical supply deals with leading utilities.
(1)
“MMBtu” means million British thermal units.
FinancialPERFORMING
FOR ALL STAKEHOLDERS
OperationalStrategic
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Achieved 2021 sales volumes of 1,858 Bcfe(1), or average daily sales volumes of 5.1 Bcfe per day, and an average realized price of  $2.50 per Mcfe(2)Executing on financial guidance
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Strengthened ourStrengthening balance sheet and financial positioning
[MISSING IMAGE: tm2039127d1-icon_tick4clr.jpg][MISSING IMAGE: ic_tick-pn.jpg]
Received credit ratings upgrades from S&P, Moody’s, and Fitch
[MISSING IMAGE: tm2039127d1-icon_tick4clr.jpg]
Extended the term of our credit facility, and reduced outstanding letters of credit under our credit facility by $351 millionReturning capital to shareholders
[MISSING IMAGE: tm2039127d2-icon_tick4clr.jpg][MISSING IMAGE: ic_tick-pn.jpg]
Planned over 80% combo-development through 2026Capturing accretive opportunities
[MISSING IMAGE: tm2039127d2-icon_tick4clr.jpg][MISSING IMAGE: ic_tick-pn.jpg]
Realized meaningful reduction of gathering and transmission expense on per Mcfe basis of $0.05 and $0.06, respectively, during 2021 compared to 2020Progressing toward our 2025 net zero goal
[MISSING IMAGE: tm2039127d2-icon_tick4clr.jpg][MISSING IMAGE: ic_tick-pn.jpg]
Obtained Equitable OriginExecuting with vision and MiQ Certifications for a majority of our natural gas(3)
[MISSING IMAGE: tm2039127d2-icon_tick4clr.jpg]
Significant progress toward our goal of eliminating all natural gas-powered pneumatics from our operations by the end of 2022purpose
[MISSING IMAGE: tm2039127d2-icon_tick4clr.jpg]
Strengthened our core acreage position through the acquisition of significant, strategic Appalachian Basin assets from Alta Resources for an aggregate purchase price of approximately $2.9 billion
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Increased 2021 total proved reserves by 5.2 Tcfe(4), an increase of 26% compared to 2020
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Launched $1 billion share repurchase program through year-end 2023
[MISSING IMAGE: tm2039127d2-icon_tick4clr.jpg]
Reinstituted regular quarterly cash dividend in the first quarter of 2022
(1)
“Bcfe” means billion cubic feet of natural gas equivalents, with one barrel of natural gas liquids (“NGLs”) and crude oil being equivalent to 6,000 cubic feet of natural gas.
(2)
“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.
(3)
Equitable Origin is a non-profit organization that was founded with a vision to create a market-based mechanism to recognize and reward responsible energy producers and to empower energy purchasers through independent, site-level certification. MiQ is an independent, not-for-profit partnership between the Rocky Mountain Institute and SYSTEMIQ aiming to facilitate a rapid reduction in methane emissions from the natural gas sector through the certification of methane emissions performance of natural gas at an asset level.
(4)
“Tcfe” means trillion cubic feet of natural gas equivalents, with one barrel of NGLs and crude oil being equivalent to 6,000 cubic feet of natural gas.
The above information is described more fully in the Company’s 20212023 Annual Report, which we filed with the SEC on February 10, 2022.14, 2024.
8
EQT CORPORATION2024 PROXY STATEMENT|ir.eqt.com11


20222024 Proxy Statement Summary
Executive Compensation Highlights
Compensation Philosophy
EQT firmly believes in pay for performance. Our executive compensation programs are designed to incentivize the implementation ofour executives to implement and execute our corporate strategy. All executive compensation programs continue to be tied to our financial performance, support our commitment to good compensation governance, and provide market-based opportunities to attract, retain, and motivate our executives in an intensely competitive market for qualified talent.
Key drivers of our executive compensation program2023 Compensation Mix
Link compensation to EQT’s mission, vision, values, and cultureFocus executive officer performance on the achievement of objective metrics that are directly aligned with successful implementation of the Company’s strategyDrive a commitment by executive officers to perform, as evidenced by the significant portion of executive compensation that is variable and “at-risk”Further align executive management’s incentives with those of our shareholdersCorrelate with informed industry benchmarking
[MISSING IMAGE: tm223361d1-pc_pcneos4pn.jpg][MISSING IMAGE: pc_pcneos4-pn.jpg]
(1)

RepresentsReflects 2023 compensation, as reported in the Summary Compensation Table, for our continuing NEOs other than our Chief Executive Officer. Specifically, this graphic illustrates the average of the percentages of salary, annual incentive, and equity award for 20212023 for each of our NEOs, other than Mr. Rice, based on the amounts shown in each of the salary, stock awards,Ms. Evancho and non-equity incentive plan compensation columnsMessrs. Duran, Jordan, and Knop, as presented in the Summary Compensation Table below.(with Company contributions to the 401(k) plan treated as part of salary for purposes of this illustration).
For a further discussion of the alignment of the named executive officers’ (“NEOs”)NEOs’ compensation with EQT’s performance and the Management Development and Compensation Committee’s philosophy on executive compensation, see “Compensation Philosophy” below under the section entitled “Compensation Discussion and Analysis.”
EQT CORPORATION2022 PROXY STATEMENT12|9
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2022 Proxy Statement Summary
2021 Compensation Highlights
2021 Incentive Performance Share Unit (“PSU”) Program
(Long-Term, Performance-Based Equity Award)
Our 2021 Incentive PSU Program measures performance against a mix of absolute and relative total shareholder return goals

Payout under the 2021 Incentive PSU Program is conditioned on the Company’s performance measured against a matrix of absolute and relative total shareholder return performance goals over a three-year performance period, commencing January 1, 2021

The long-term PSU grants directly link NEO long-term incentive compensation opportunity with (i) achieving strong absolute shareholder returns and (ii) outperforming our peers

The Management Development and Compensation Committee designed the program 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 plan payouts and mitigate compensation-related risk
2021 Short-Term Incentive Program
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75% of payout determined based on achieving key financial and operational performance goals

Financial and operational performance measures for our 2021 STIP were:(1)

free cash flow per share

recycle ratio

adjusted well cost per foot

adjusted gross general and administrative (“G&A”) expense per Mcfe

The Committee selected these financial and operational performance measures as it believes these metrics represent key performance goals that drive shareholder value
[MISSING IMAGE: tm223361d1-pc_goalpn.jpg]
25% of payout determined based on achieving key environmental, health and safety goals, including GHG intensity reduction

Environmental, health, and safety (“EHS”) performance measures for our 2021 STIP were:

greenhouse gas (“GHG”) intensity reduction

safety intensity improvement

employee days away restricted time (“DART”)

The Committee selected these metrics to directly align executive compensation opportunities with achievement of key safety and environmental goals during 2021, including GHG intensity reduction, which is an important element of the Company’s ESG strategy

The Committee introduced GHG intensity reduction as an annual incentive plan performance measure for 2021 to highlight the significance of this metric, linking 10% of each NEO’s annual incentive compensation opportunity to the Company’s achievement of GHG intensity reduction goals
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2022 Proxy Statement Summary
Other 2021 Compensation Considerations
Equity for all

Consistent with our corporate values of Trust, Teamwork, Heart, and Evolution, in January 2021, the Company introduced “equity for all,” 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 equity incentive grant in the form of restricted stock units (“RSUs”) having a grant date fair value of $5,000

The Committee adopted this “equity for all” compensation program to promote internal pay equity and recognize the contributions of all employees, whose efforts drive our success as an organization

The Committee and management believe that the “equity for all” program enhances our shared culture of success and further links shareholder value creation with our entire workforce
(1)
See Appendix A to this proxy statement for the definition of, and additional information about, these non-GAAP performance measures.
EQT CORPORATION2022 PROXY STATEMENT|11

Corporate Governance and Board Matters

Proposal 1―Election of Directors
Our directors are elected annually for one-year terms. Notwithstanding the expiration date of his or hertheir term, each director holds office until his or hertheir successor is elected and qualified; provided, however, that each director has agreed to resign the day following the annual meeting date immediately following his or hersuch director’s 74th birthday, as required by our Corporate Governance Guidelines.Amended and Restated Bylaws (“Bylaws”).
Our current Board consists of 1211 members. The current terms of all 1211 directors expire at the 20222024 Annual Meeting, and 11 ofall such directors have been nominated to stand for reelection at the 20222024 Annual Meeting. As of the 2022 Annual Meeting, the size of the Board will be reduced from 12 members to 11, as Dr. Philip G. Behrman is not standing for reelection at the 2022 Annual Meeting. We acknowledge and thank Dr. Behrman for his service on the Board for nearly 14 years. Under EQT’s Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws, (the “Bylaws”), we may have a minimum of five and a maximum of 15 directors. By majority vote, the Board may set the number of directors within this range at any time. Each of EQT’s director nominees (other than Messrs. Daniel J. Rice IV and Toby Z. Rice) is independent under the New York Stock Exchange (“NYSE”) listing standards.
The persons named as proxies will vote for each of the director nominees, named, unless you vote against or abstain from voting for or against one or more of them. TheEach of the 11 director nominees have agreed to serve if elected, and the Board has no reason to believe that any director nominee will be unavailable to serve. In the event that a director nominee is unable or declines to serve on the Board at the time of the 20222024 Annual Meeting, then the persons named as proxies intend to vote for a substitute director nominee proposed by the Board, unless the Board decides to reduce the number of directors. Each director nominee must be elected by a majority of the votes cast “for,” and votes may not be cumulated.
In addition, under our Bylaws, each director nominee has submitted an irrevocable conditional resignation to be effective if he or she receivesthey receive a greater number of votes “against” than votes “for” in an uncontested election. If this occurs, the Board will decide whether to accept the tendered resignation no later than 90 days after certification of the votes. The Board’s determination will be made without the participation of any director nominee whose resignation is under consideration with respect to the election. The Board’s explanation of its decision will be promptly disclosed in a Current Report on Form 8-K filed with the SEC.
[MISSING IMAGE: tm2039127d2-icon_tickbox4c.jpg][MISSING IMAGE: ic_tickbox-pn.jpg]
The Board of Directors recommends a vote FOR each of the following nominees for the Board of Directors, to serve for a one-year term expiring in 2023.2025.
12EQT CORPORATION2024 PROXY STATEMENT|ir.eqt.com13


Corporate Governance and Board Matters
Director Nominees
Information with respect to our director nominees is as of March 1, 2024.
[MISSING IMAGE: ph_lydiaibeebe-4clr.jpg][MISSING IMAGE: ph_lydiaibeebe-4clr.jpg]
INDEPENDENT BOARD CHAIR
COMMITTEES


Corporate
Governance

Management Development and Compensation
Lydia I. BeebeAge 69
Independent Director since July 2019
SUMMARY

Principal of LIBB Advisors LLC, a corporate governance consulting firm (2018 to present)

Former director of Kansas City Southern (“KCS”) (2017 to 2021); currently serves as director of the KCS voting trust following the acquisition of KCS by Canadian Pacific Railway Limited

Former Senior Of Counsel, Wilson Sonsini Goodrich & Rosati P.C. (2015 to 2017)

Former Corporate Secretary and Chief Governance Officer, Chevron Corporation (1995 to 2015)

Former Co-Director of Stanford Institutional Investors’ Forum (2015 to 2018)
OTHER PUBLIC COMPANY BOARDS

Aemetis, Inc. (Nasdaq: AMTX), an industrial biotechnology company (2016 to present)
QUALIFICATIONS
Having served 20 years in the role of Corporate Secretary and Chief Governance Officer of Chevron Corporation, the Board values Ms. Beebe’s extensive corporate governance and legal experience, as well as her significant energy industry experience. Ms. Beebe also brings expertise in the areas of finance, tax and audit, logistics, efficiency, and strategy, as well as experience serving on other public company boards.
[MISSING IMAGE: ph_leemcannan-4clr.jpg]
COMMITTEES

Audit [MISSING IMAGE: tm2039127d2-icon_auditbwlr.jpg][MISSING IMAGE: tm2039127d2-icon_chair4clr.jpg]

Corporate Governance

Management Development and Compensation
Lydia I. BeebeAge 71
Independent Director since July 2019
SUMMARY

Principal of LIBB Advisors LLC, a corporate governance consulting firm (2018 to present)

Former director of Kansas City Southern (2017 to 2021)

Former Senior Of Counsel, Wilson Sonsini Goodrich & Rosati P.C. (2015 to 2017)

Former Corporate Secretary and Chief Governance Officer, Chevron Corporation (1995 to 2015)

Former Co-Director of Stanford Institutional Investors’ Forum (2015 to 2018)
OTHER PUBLIC COMPANY BOARDS

Aemetis, Inc. (Nasdaq: AMTX), an industrial biotechnology company (2016 to present)
QUALIFICATIONS
Having served 20 years in the role of Corporate Secretary and Chief Governance Officer of Chevron Corporation, the Board values Ms. Beebe’s extensive corporate governance and legal experience, as well as her significant energy industry experience. Ms. Beebe also brings expertise in the areas of finance, tax and audit, logistics, efficiency, and strategy, as well as experience serving on other public company boards.
[MISSING IMAGE: ph_leemcannan-4clr.jpg]
COMMITTEES

Audit [MISSING IMAGE: ic_audit-bw.jpg][MISSING IMAGE: ic_chair-pn.jpg]   

Corporate Governance
Lee M. CanaanAge 65
67
Independent Director since July 2019
SUMMARY


Founder and Portfolio Manager, Braeburn Capital Partners, LLC, a private investment management firm (2003 to present)


Member of the Board of Aethon Energy, LLC, a privately heldprivately-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)

ROC Energy Acquisition Corp. (Nasdaq: ROCAU), a special purpose acquisition company (2021 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.
EQT CORPORATION2022 PROXY STATEMENT14|13
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Corporate Governance and Board Matters
[MISSING IMAGE: ph_janetlcarrig-4clr.jpg][MISSING IMAGE: ph_janetlcarrig-4clr.jpg]
COMMITTEES


Corporate Governance [MISSING IMAGE: tm2039127d2-icon_chair4clr.jpg][MISSING IMAGE: ic_chair-pn.jpg]


Public Policy and Corporate Responsibility
Janet L. CarrigAge 64
66
Independent Director since July 2019
SUMMARY


Former Senior Vice President, Legal, General Counsel and Corporate Secretary of ConocoPhillips (NYSE: COP) (2007 to 2018) and Deputy General Counsel and Corporate Secretary, ConocoPhillips (2006 to 2007)


Former Partner, Zelle, Hofmann, Voelbel, Mason & Gette P.C. (Law Firm) (2004 to 2006)


Former Senior Vice President, Chief Administrative Officer and Chief Compliance Officer, Kmart Corporation (2003 to 2004) and

Former Executive Vice President Corporate Development, General Counsel and Secretary, Kellogg Company (1999 to 2003)


Trustee, Columbia Threadneedle Mutual Funds (a group of Columbia Funds Series Trust I and Columbia Funds Variable Insurance Trustregistered investment companies) and predecessors (1996 to present)
OTHER PUBLICPUBLIC/INVESTMENT COMPANY BOARDS


Whiting Petroleum CorporationColumbia Seligman Premium Technology Growth Fund, Inc. (NYSE: WLL)STK), an independent exploration and productiona registered investment company with an oil focused asset base in the Williston Basin (September 2020(2023 to present)

Tri-Continental Corp. (NYSE: TY), a registered investment company (2023 to present)
QUALIFICATIONS
Ms. Carrig brings to the Board extensive executive leadership experience, substantial legal, regulatory, and governance expertise, and a strong exploration and production (“E&P”) industry background. Having served over a decade as general counsel of ConocoPhillips, Ms. Carrig’s corporate and legal career and her prior E&P industry experience enable her to provide Board leadership in legal affairs and corporate governance.
[MISSING IMAGE: ph_frank-4c.jpg][MISSING IMAGE: ph_frank-4c.jpg]
COMMITTEES


Audit [MISSING IMAGE: tm2039127d2-icon_auditbwlr.jpg][MISSING IMAGE: ic_audit-bw.jpg]


Public Policy and Corporate Responsibility
Frank C. HuAge 60
62
Independent Director since October 2021
SUMMARY


Former Investment Analyst and Vice President, Capital World Investors, an investment group in the Capital Group Companies, Inc. (2003 to 2017)


Former Manager of Project Finance, Corporate Treasury, Unocal Corporation (2002 to 2003)


Former Global Energy Practice Consultant, McKinsey & Company (2000 to 2002)
OTHER PUBLIC COMPANY BOARDS

Viper Energy Partners LP (NYSE: VNOM), a limited partnership formed by Diamondback Energy, Inc. to own interests in oil and natural gas properties primarily in the Permian Basin (2022 to present)
QUALIFICATIONS
The Board values Mr. Hu’s robust experience in the finance and oil and gas industry. His combined strengths of executive leadership and experience managing downstream and business development segments, together with his strong oil and gas investment background, bring valuable perspectives and experience to the Board.
14
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Corporate Governance and Board Matters
[MISSING IMAGE: ph_drkathrynjjackson-4clr.jpg][MISSING IMAGE: ph_drkathrynjjackson-4clr.jpg]
COMMITTEES


Management Development and Compensation


Public Policy and Corporate Responsibility [MISSING IMAGE: tm2039127d2-icon_chair4clr.jpg][MISSING IMAGE: ic_chair-pn.jpg]
Dr. Kathryn J. JacksonAge 64
66
Independent Director since July 2019
SUMMARY


Former Director of Energy and Technology Consulting, KeySource, Inc. (2015 to 2021)


Former Senior Vice President and Chief Technology Officer, RTI International Metals (acquired by Alcoa Corporation) (2014 to 2015) and

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

Archaea Energy Inc. (NYSE: LFG), a renewable natural gas company (October 2021 to present)


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.
[MISSING IMAGE: ph_johnfmccartney-4clr.jpg][MISSING IMAGE: ph_johnfmccartney-4clr.jpg]
COMMITTEES


Corporate Governance


Public Policy and Corporate Responsibility
John F. McCartneyAge 69
71
Independent Director since July 2019
SUMMARY


Chair Member, Quantuck Advisors LLP (1998 to present)


Non-executive Chairman of the Board of Huron Consulting Group, Inc. (Nasdaq: HURN), a management consulting firm (2010 to present)


Former Director of Rice Energy, Inc. (2015 until its acquisition by EQT in November 2017)
OTHER PUBLIC COMPANY BOARDS

Former Director of Datatec Limited, (JSE: DTC), 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.
EQT CORPORATION2022 PROXY STATEMENT16|15
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Corporate Governance and Board Matters
[MISSING IMAGE: ph_jamestmcmanus-4clr.jpg][MISSING IMAGE: ph_jamestmcmanus-4clr.jpg]
COMMITTEES


Corporate Governance


Management Development and Compensation
James T. McManus IIAge 63
65
Independent Director since July 2019
SUMMARY


Former Chairman, Chief Executive Officer and President, Energen Corporation (“Energen”), a formerly publicly traded E&P company focused on the Permian Basin that was acquired by Diamondback Energy, Inc. in 2018 (2008 to 2018)


Former Chief Executive Officer and President, Energen (2007) and President and Chief Operating Officer, Energen (2006 to 2007)


Former President and Chief Operating Officer of Energen’s E&P subsidiary, Energen Resources (1997 throughto 2006)
QUALIFICATIONS
Having served for many years as the CEO of Energen, the Board values Mr. McManus’s strong executive leadership and industry and operations experience, all of which enable him to contribute respected insights and unique perspectives to the Board. Mr. McManus also possesses public company board experience and strong financial and accounting experience.
[MISSING IMAGE: ph_anitampowers-4clr.jpg][MISSING IMAGE: ph_anitampowers-4clr.jpg]
COMMITTEES


Audit


Management Development and Compensation
Anita M. PowersAge 66
68
Independent Director since November 2018
SUMMARY


Former Executive Vice President, Worldwide Exploration, Occidental Oil and Gas Corporation (2007 to 2017)


Former Vice President, Occidental Petroleum Corporation (2009 to 2017)


Former director of California Resources Corporation, (NYSE: CRC), an oil and natural gas exploration and production company (2017 through Novemberto 2020)
OTHER PUBLIC COMPANY BOARDS


SM Energy Company (NYSE: SM), an independent exploration and production company (November 2021(2021 to present)
QUALIFICATIONS
The Board values Ms. Powers’s extensive operational experience in the oil and gas industry and her significant expertise at optimizing the efficiency of operations to drive returns. As a senior geologist, Ms. Powers brings depth to the Board in areas that are critical to EQT’s business.
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Corporate Governance and Board Matters
[MISSING IMAGE: ph_danieljrice-4clr.jpg][MISSING IMAGE: ph_danieljrice-4clr.jpg]
COMMITTEES


Public Policy and Corporate Responsibility
Daniel J. Rice IVAge 41
43
Director since November 2017
SUMMARY


Chief Executive Officer, NET Power Inc. (2023 to present)

Partner, Rice Investment Group (May 2018(2018 to present)


Former Chief Executive Officer and Director of Rice Energy Inc. (2013 until its acquisition by EQT in November 2017) and Rice Midstream Management LLC, the general partner of Rice Midstream Partners LP (2014 to November 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


Archaea EnergyNET Power Inc. (NYSE: LFG)NPWR), a renewable natural gasclean energy technology company (September 2021 to present)

Rice Acquisition Corp. II (NYSE: RONI), a special purpose acquisition company (June 2021 to present)

Whiting Petroleum Corporation (NYSE: WLL), an independent exploration and production company with an oil focused asset base in the Williston Basin (September 2020(2023 to present)
QUALIFICATIONS
With over a decade of experience in the natural gas industry, coupled with his recent experienceexperiences 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.
[MISSING IMAGE: ph_tobyzrice-4c.jpg]EQT CORPORATION2024 PROXY STATEMENT|17

Corporate Governance and Board Matters
[MISSING IMAGE: ph_tobyzrice-4c.jpg]
Toby Z. RiceAge 40
42
Director since July 2019
SUMMARY


President and Chief Executive Officer, EQT (July 2019(2019 to present)


Partner, Rice Investment Group (May 2018(2018 to present)


Former President and Chief Operating Officer, Rice Energy Inc. (2013 until its acquisition by EQT in November 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 November 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.
EQT CORPORATION2022 PROXY STATEMENT|17

Corporate Governance and Board Matters
[MISSING IMAGE: ph_hallieavanderhider-4clr.jpg][MISSING IMAGE: ph_hallieavanderhider-4clr.jpg]
COMMITTEES


Audit [MISSING IMAGE: tm2039127d2-icon_auditbwlr.jpg][MISSING IMAGE: ic_audit-bw.jpg]


Management Development and Compensation [MISSING IMAGE: tm2039127d2-icon_chair4clr.jpg][MISSING IMAGE: ic_chair-pn.jpg]
Hallie A. VanderhiderAge 64
66
Independent Director since July 2019
SUMMARY


Former Managing Director, SFC Energy Management LP (2016 to present)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 providesprovided oil, natural gas, and water-related midstream services (September 2016(2016 to June 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 (July 2019(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.
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Corporate Governance and Board Matters
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 his or hertheir 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 (i) 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 (ii) 

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).
Board Meetings
In 2021,2023, the Board held five regular meetings and 12one special meetings.meeting. The independent directors met 11six times in executive session without management present. Each director attended 93%75% or more of the total number of meetings of the Board and his or her respective committees (for the period that such director served on the Board and/or committee during 2021); overall attendance at such meetings was over 98%.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 the shareholders. All directors attended the Company’s 20212023 Annual Meeting of Shareholders (the “2021“2023 Annual Meeting”), which was held via live webcast in a virtualvirtual-only meeting format.
Board Committees
The Board hasmaintains four standing Committees,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 Board may form new committees, disband existing committees, and delegate additional responsibilities to a committee.
[MISSING IMAGE: tm2039127d2-icon_www4clr.jpg][MISSING IMAGE: ic_www-pn.jpg]
All standing Committeecommittee charters are available on our website at:
at
ir.eqt.com/investor-relations/governance
EQT CORPORATION20222024 PROXY STATEMENT|19


Corporate Governance and Board Matters
Audit CommitteeMeetings Held in 2021: 92023: 6
[MISSING IMAGE: ph_leemcannan-4clr.jpg][MISSING IMAGE: ph_leemcannan-4clr.jpg]
MEMBERS


Lee M. Canaan [MISSING IMAGE: tm2039127d2-icon_chair4clr.jpg][MISSING IMAGE: ic_chair-pn.jpg]

Philip G. Behrman, Ph.D.(1)


Frank C. Hu


Anita M. Powers


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 accountantsaccountants;


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.
For additional information regarding Audit Committee responsibilities, see “Report of the Audit Committee” and “Board’s Role in Risk Oversight” below.Oversight.”
INDEPENDENCE AND QUALIFICATIONS
Each member of the Audit Committee is:
(i)
independent under our Corporate Governance Guidelines and applicable NYSE listing standards and SEC rules; and
(ii)
financially literate under the applicable NYSE listing standards.
The Board has determined that Mses. Canaan and Vanderhider and Mr. Hu 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.
(1)
Dr. Behrman is not standing for reelection at the 2022 Annual Meeting.
Corporate Governance CommitteeMeetings Held in 2021: 6
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MEMBERS

Janet L. Carrig [MISSING IMAGE: tm2039127d2-icon_chair4clr.jpg]

Lydia I. Beebe

Lee M. Canaan

John F. McCartney

James T. McManus II
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;

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:
(i)
independent under the Corporate Governance Guidelines and the applicable NYSE listing standards; and
(ii)
a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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Corporate Governance and Board Matters
Management Development
and Compensation Committee
Meetings Held in 2021: 6
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MEMBERS

Hallie A. Vanderhider  [MISSING IMAGE: tm2039127d2-icon_chair4clr.jpg]

Lydia I. Beebe

Kathryn J. Jackson, Ph.D.

James T. McManus II

Anita M. Powers
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 individuals and committees consisting of employees of the Company, subject to applicable rules and regulations.
INDEPENDENCE AND QUALIFICATIONS
Each member of the Audit Committee is:

independent under our Corporate Governance Guidelines and applicable 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 Mr. Hu 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.
Corporate Governance CommitteeMeetings Held in 2023: 5
[MISSING IMAGE: ph_janetlcarrig-4clr.jpg]
MEMBERS

Janet L. Carrig [MISSING IMAGE: ic_chair-pn.jpg]

Lydia I. Beebe

Lee M. Canaan

John F. McCartney

James T. McManus II
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; and

a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.
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Corporate Governance and Board Matters
Management Development
and Compensation Committee
Meetings Held in 2023: 7
[MISSING IMAGE: ph_hallieavanderhider-4clr.jpg]
MEMBERS

Hallie A. Vanderhider [MISSING IMAGE: ic_chair-pn.jpg]

Lydia I. Beebe

Kathryn J. Jackson, Ph.D.

James T. McManus II

Anita M. Powers
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:
(i)

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
(ii)

a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.
Public Policy and Corporate

Responsibility Committee
Meetings Held in 2021: 82023: 5
[MISSING IMAGE: ph_drkathrynjjackson-4clr.jpg][MISSING IMAGE: ph_drkathrynjjackson-4clr.jpg]
MEMBERS


Kathryn J. Jackson, Ph.D. [MISSING IMAGE: tm2039127d2-icon_chair4clr.jpg][MISSING IMAGE: ic_chair-pn.jpg]

Philip G. Behrman, Ph.D.(1)


Janet L. Carrig


Frank C. Hu


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.
(1)
Dr. Behrman is not standing for reelection at the 2022 Annual Meeting.
EQT CORPORATION20222024 PROXY STATEMENT|21


Corporate Governance and Board Matters
Board Leadership Structure
We separate the roles of Board Chair and CEO and require that our Board Chair be led by an independent director in the role of Board Chair to aid in the Board’s oversight of management. This policy is embodied in our published Corporate Governance Guidelines. The Board believes that there are advantages to having an independent director serve as Board Chair, including facilitating relations betweenamong the Board, the CEO, and other senior management, assisting the Board in reaching consensus on particular strategies and policies, fostering robust evaluation processes, and supporting the efficient allocation of oversight responsibilities between the independent directors and management.
Pursuant to the Company’s Corporate Governance Guidelines, the independent Board Chair has the following general and specific responsibilities:


presides at all meetings of the Board and the independent directors and shareholder meetings, including the annual meeting of shareholders;


manages the Board to ensure that it operates effectively and encourages active engagement by all the members of the Board;


communicates the overall viewpoints and feedback of the Board to the CEO in a manner that respects the confidentiality of individual director viewpoints and feedback, and promotes effective relationships and open communication between individual non-executive directors and the CEO;


determines, with the CEO and taking full account of the issues and concerns of all directors, the agenda for meetings of the Board and ensures that there is sufficient time for decision-making by the Board;


ensures that members of the Board receive accurate, timely, and clear information, in particular about the Company’s performance, to enable the Board to make sound decisions and provide effective oversight and advice to promote the success of the Company;


monitors effective implementation of the Board’s decisions;


consults with the Corporate Governance Committee and the CEO to set the annual calendar of topics to be covered at Board meetings, and reviews meeting agendas;


provides input to the Compensation Committee in connection with the evaluation of the CEO’s performance;


ensures that the performance of each director, the Board, and each of the Board committees is evaluated at least annually;


serves as the designated director to speak with major shareholders (when requested) to ensure that the Board develops an understanding of shareholder views and receives, on the Board’s behalf, communications from interested parties;


serves in an increased role in crisis management, as appropriate; and


establishes and maintains a close relationship of trust with the CEO by providing support and advice while respecting executive responsibility and leadership.
The independent Board Chair’s term is one year, but an individual may serve multiple consecutive terms upon recommendation of the Corporate Governance Committee and approval of the Board. Ms. Beebe currently serves as our independent Board Chair, a position she has held since 2020.
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Corporate Governance and Board Matters
Board’s Role in Risk Oversight
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EQT CORPORATION2024 PROXY STATEMENT|23

Corporate Governance and Board Matters
Board’s Role in Risk Oversight
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Enterprise Risk Management
The Company primarily manages enterprise risk through an Enterprise Risk Committee, which is chaired by our General Counsel and includes each of our executive officers, plus an additional representative from the legal department.officers.
The Enterprise Risk Committee meets periodically throughout the year to review, prioritize, and address major risk exposures and to consider new or emerging risks. The results of the risk assessment are reported annually to the Board.
Cybersecurity Risk Oversight
Management of cybersecurity risk remains an important area of focus for our Company. At the management level, we maintain an Enterprise Risk Committee, composed of key members of our senior management, which oversees the identification and management of corporate-level risks, including cybersecurity risk, using the COSO Enterprise Risk Management Framework. Our Enterprise Risk Committee has delegated to our Chief Information Officer primary responsibility for identifying and managing cybersecurity-related risks. Our Information Security team, which is led by our Vice President, Information Technology and overseen at the executive level by our Chief Information Officer, manages our enterprise cybersecurity program and is responsible for managing all reported cybersecurity threats and addressing matters relating to cybersecurity risk, information security, and technology risk.
The Board, with a primary focus on policy, oversight, and strategic direction, oversees management’s development and maintenance of the enterprise cybersecurity program and its actions to identify, assess, mitigate, and remediate cybersecurity threats to the Company. The Board has delegated to its Audit Committee primary responsibility for regular oversight of cybersecurity risk at the Board-level, and this responsibility is reflected in the Audit Committee’s Charter. Our Chief Information Officer provides a regular quarterly report to the Audit Committee regarding cybersecurity matters and our enterprise cybersecurity program. The Board receives regular reports from the Audit Committee Chair, including with respect to cybersecurity matters, as appropriate. Our Board would be promptly informed upon identification of any material cybersecurity event.
Please refer to Item 1C. Cybersecurity in Part I of our 2023 Annual Report for additional information regarding cybersecurity matters.
EQT CORPORATION2022 PROXY STATEMENT24|23
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Corporate Governance and Board Matters
Director Nominations
General Process for Director Nominations
The Corporate Governance Committee identifies and recommends to the Board the requisite skills and characteristics of individuals qualified to serve as members of the Board and recommends to the Board the director nominees for each annual meeting of shareholders. The Corporate Governance Committee typically considers new director nominees for the Board following the resignation or retirement of a director or to fill aan evolving skill or expertise need identified by the Board. The Corporate Governance Committee has historically been open to consideringwill consider candidates recommended byfrom a variety of sources, including recommendations from shareholders, directors, and members of management, and has in the past utilized third partythird-party search firms to assist in identifying potential director candidates.
Considering that Mr. Thorington, who previously served as ChairThe Corporate Governance Committee evaluates all potential director nominees using the same criteria, regardless of the Audit Committee, passed awaysource of the director nominee. Accordingly, all potential director nominees, including individuals recommended by shareholders for consideration as possible director candidates, are assessed using the guidelines outlined below. Possible director nominees satisfying the guidelines are then further evaluated to identify, in April 2021,the judgment of the Corporate Governance Committee, the best match for the Board. The Corporate Governance Committee retains the right to modify the guidelines, including the criteria for evaluating the qualifications of potential director nominees, from time to time.
Individual Qualifications

Possesses integrity, competence, insight, creativity, and dedication, together with the ability to work with colleagues while challenging one another to achieve superior performance

Has attained a prominent position in their field of endeavor

Possesses broad business experience

Has the ability to exercise sound business judgment

Is able to draw on their past experience relative to significant issues facing the Company

Has experience in the Company’s industry or in another industry or endeavor with practical application to the Company’s needs

Has sufficient time and dedication for preparation and participation in Board and committee deliberations

Has no conflict of interest

Meets such standards of independence and financial knowledge as may be required or desired

Possesses attributes deemed to be appropriate given the then-current needs of the Board
Composition of the Board as a Whole

A diversity of background, perspective, and skills related to our business

A diversity of race/ethnicity, gender, and age
EQT CORPORATION2024 PROXY STATEMENT|25

Corporate Governance and the Board considered the desirability of seeking an additional director with financial expertise, as well as the Board’s desire to diversify the racial and ethnic makeup of the Board, to fill the vacancy on the Board and the Audit Committee. In the context of these discussions, several potential candidates, including Frank C. Hu, were identifiedMatters
Shareholder Nominations
Shareholders may recommend to the Corporate Governance Committee by various directors. Mr. Hu was interviewed by all members of the Corporate Governance Committee and certain other directors. The Corporate Governance Committee, in September 2021, unanimously recommended Mr. Huindividuals for appointment to the Board, and the Board appointed Mr. Hu as a director effective October 19, 2021.
Shareholders may recommend individuals as possible director nominees to the Corporate Governance Committee to consider as possible future director nominees in its normal course.course of evaluating Board composition and succession planning. Shareholders should send their recommendations to the Corporate Governance Committee Chair by addressing the recommendation to the Company'sattention of the Company’s Corporate Secretary.Secretary (see “How do I contact EQT’s Corporate Secretary” below).
Any shareholder desiring to nominateeffect the nomination of an individual for election to serve as a director of the CompanyCompany’s Board must submit the following information, which must be delivered in writing to the Corporate Governance Committee Chair, in careSecretary at the principal executive offices of the Corporate Secretary,Company, no earlier than the close of business on the 120th day and no later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting:


The information required by Sections 1.09 and 1.10 of the Company’s Bylaws (a copy of which will be provided to any shareholder upon written request to the Corporate Secretary), including, but not limited to (collectively, the “Requisite Information”):
(i)

the proposing person’s notice;notice, which must comply with and satisfy the content, information, and timing requirements set forth in the Bylaws;
(ii)

the director nominee’s completed and signed written questionnaire with respect to the background and qualifications of such director nominee and the background of any other person or entity on whose behalf the nomination is being made;
(iii)

a written representation and agreement of the director nominee in the form provided by the Corporate Secretary; and
(iv)

the director nominee’s executed irrevocable conditional resignation letter.


The Company may require the shareholder to provide such further information as it may reasonably request.request, which may include participation in interviews with the Board and/or Board committee(s).
Additionally, as set forth in Section 1.11 of the Company’s Bylaws, a shareholder, or group of 20 or fewer shareholders, in each case, owning an aggregate of at least 3% of the voting power entitled to vote in the election of directors continuously for at least three years as of both the date the notice is received by the Company and the record date for the annual meeting, may nominate and include in EQT’s proxy statement director nominees constituting the greater of  (i) two directors and (ii) the largest whole number that does not exceed 20% of the Board, provided that the shareholder or group of shareholders that satisfy the requirements of Section 1.11 of the Bylaws expressly elects at the time of providing the written notice required by Section 1.11 of the Bylaws to have its nominee included in the Company’s proxy materials pursuant to Section 1.11 of the Bylaws and that such nominations arewritten notice of nomination is submitted in writing and received bydelivered to EQT’s Corporate Secretary at EQT’s principal executive offices not earlier than the close of business on the 150th day and not later than the close of business on the 120th day prior to the one-year anniversary
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Corporate Governance and Board Matters
of the date that the Company mailed its proxy statement for the preceding year’s annual meeting of shareholders and include the following:


The information required by Sections 1.09 and 1.10 of the Company’s Bylaws (a copy of which will be provided to any shareholder upon written request to the Corporate Secretary), including, but not limited to, the Requisite Information.


The information required by Section 1.11 of the Company’s Bylaws, including, but not limited to:
(i)

all other questionnaires required of the Company’s directors; and
(ii)

such additional information as is necessary to permit the Board to determine that the director nominee is independent and that his or hertheir service as a member of the Board would not violate any applicable law, rule, or regulation, or the NYSE listing standards.
The Corporate Governance Committee evaluates all potential director nominees using the same criteria, regardless of the source of the nominee. Accordingly, all potential director nominees, including shareholder nominees, are assessed using the guidelines outlined below. Possible director nominees satisfying the guidelines are then further evaluated to identify, in the judgment of the Corporate Governance Committee, the best match for the Board. The Corporate Governance Committee retains the right to modify the guidelines, including the criteria for evaluating the qualifications of potential director nominees, from time to time.
Individual Qualifications

Possesses integrity, competence, insight, creativity, and dedication, together with the ability to work with colleagues while challenging one another to achieve superior performance

Has attained a prominent position in his or her field of endeavor

Possesses broad business experience

Has the ability to exercise sound business judgment

Is able to draw on his or her past experience relative to significant issues facing the Company

Has experience in the Company’s industry or in another industry or endeavor with practical application to the Company’s needs

Has sufficient time and dedication for preparation and participation in Board and committee deliberations

Has no conflict of interest

Meets such standards of independence and financial knowledge as may be required or desired

Possesses attributes deemed to be appropriate given the then current needs of the Board
Composition of the Board as a Whole

A diversity of background, perspective, and skills related to our business

A diversity of race/ethnicity, gender, and age
EQT CORPORATION2022 PROXY STATEMENT26|25
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Corporate Governance and Board Matters
Please note that the foregoing is intended as a summary of requirements associated with the process for shareholders to nominate individuals for election to the Company’s Board. Shareholders desiring to nominate an individual for election to the Company’s Board should refer to and review the Company’s Bylaws, which contain further details regarding requirements for the director nomination process. A copy of the Bylaws will be provided to any shareholder upon written request to the Corporate Secretary.
Consideration of Diversity
Consistent with our core values, our Board promotes a culture that recognizes the value and benefits of diversity.diversity at the Company. The Board believes that diversity affords the opportunity for a variety of points of view, improving the quality of dialogue, contributing to a more effective decision-making process, and enhancing overall culture in the boardroom.
Our Board benefits from the diverse backgrounds, skills, and experiences of our directors (please refer to the “Snapshot of Director Nominees” section above for a graphic illustration of our directors’ collective skills and experience). Our Board also benefits from significant racial/ethnic and gender diversity, with 64% of our director nominees being individuals who self-identifyself-identifying as racially, ethnically, or gender diverse. Additionally, our female directors currently serve in key Board leadership roles, including chairing our Board and each ofBoard.
[MISSING IMAGE: pc_dirnominee-pn.jpg]
We believe that our four standing Board Committees.
[MISSING IMAGE: tm223361d1-pc_nomipn.jpg]
(1)
Dr. Behrman is excluded as he is not standing for reelection at the 2022 Annual Meeting.
Our Board benefits from racial and ethnic diversity.diversity, including as reflected in the graphic above. While we do not have a formal policy addressing diversity, our Board’s goal is to continue to advance racial and ethnic diversity on public company boards. As our Board continues to evolve, racial and ethnic diversity will continue to be an important factor considered in assessing the Board’s overall mix of skills, experience, background, and characteristics. We recognize the importance of diversity to our stakeholders and welcome continued dialogue with our investors on this topic.
Contacting the Board
Interested parties may communicate directly with the Board (and with independent directors, individually or as a group) by sending an email to:
[MISSING IMAGE: tm2039127d2-icon_indep4c.jpg][MISSING IMAGE: ic_indep-pn.jpg]
independentchair@eqt.comThe 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:
[MISSING IMAGE: tm2039127d2-icon_mail4clr.jpg][MISSING IMAGE: ic_mail-pn.jpg]
EQT Corporation

c/o Corporate Secretary

625 Liberty Avenue

Suite 1700

Pittsburgh, Pennsylvania 15222
26
EQT CORPORATION2024 PROXY STATEMENT|ir.eqt.com27


Corporate Governance and Board Matters
Governance Principles
Our Board and senior leadership team believe that strong and effective corporate governance is essential to our overall success. Our Board reviews our major governance policies, practices, and processes regularly in the context of current corporate governance trends, investor feedback, regulatory changes, and recognized best practices. The foundation of our corporate governance program is providing transparent disclosure to all stakeholders on an ongoing and consistent basis, with a focus on delivering long-term shareholder value. The following chart provides an overview of our corporate governance structure and processes, including key aspects of our Board operations.
Governance PrincipleEQT’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 of the Company and its management
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 of the Company and its management)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 “2022“2024 Proxy Statement Summary” above)


The Board seeks to achieve diversity among its members (see “Director Nominations―Consideration“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

The Corporate Governance Committee reviews the Company’s governance policies and practices annually and makes recommendations to the Board

All directors attended more than 93% of the combined total of Board and applicable committee meetings in 2021
EQT CORPORATION2022 PROXY STATEMENT28|27
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Corporate Governance and Board Matters
Governance PrincipleEQT’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 keystanding 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)


EQT’sOur executive compensation program has historically been well supported by shareholders, as is evidenced by last year’s say-on-pay vote, which received 98.3%98.8% shareholder support in 2021


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 usingdesigning management incentive compensation programs to achievealign incentive compensation opportunity with achieving the Company’s short- and long-term goals and creating long-term shareholder value
The Company maintains a corporate governance page on its website that includes key information about its corporate governance practices, including:


A copy of the charter of each standing committee of the Board


Our Corporate Governance Guidelines


Our Code of Business Conduct and Ethics

Our Human Rights Policy
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The corporate governance page can be found at

ir.eqt.com/investor-relations/governance
The Company will provide copies of its Corporate Governance Guidelines, Code of Business Conduct and Ethics, Human Rights Policy, and any of the Board committee charters to any shareholder, free of charge, upon written request to the Corporate Secretary.
Director Independence
Pursuant to our Corporate Governance Guidelines, a majority of our directors must be independent. For a director to be considered an “independent director,” the Board must annually determine that he or she has no material relationship (other than his or hertheir service as a director) with the Company (either directly or as a partner, shareholder, or officer of an organization that has a material relationship with
EQT CORPORATION2024 PROXY STATEMENT|29

Corporate Governance and Board Matters
the Company). To assist it in determining director independence, the Board established guidelines, which are included in our Corporate Governance Guidelines and conform to the independence requirements under the NYSE listing standards.
The Board considers all relevant facts and circumstances in making an independence determination. The Board has determined certain relationships to be categorically immaterial, provided that the director otherwise meets the mandatory independence standards under the NYSE listing standards, as specified in the Company’s Corporate Governance Guidelines.
Based on the independence standards set forth in the Company’s Corporate Governance Guidelines, the Board has determined that each of the following directors havedirector nominees has met such standards and areis independent of
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Corporate Governance and Board Matters
the Company and its management: Mses. Beebe, Canaan, Carrig, Powers, and Vanderhider, Messrs. Hu, McCartney, and McManus, and Drs. Behrman(1) andDr. Jackson. 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) are not independent.
[MISSING IMAGE: tm223361d1-pc_indippn.jpg]
(1)
Dr. Behrman is excluded as he is not standing for reelection at the 2022 Annual Meeting.
[MISSING IMAGE: pc_independence-pn.jpg]
Director ownership of Company stock is encouraged and, consistent with NYSE listing standards, is not in itself a basis for determining that a director is not independent, provided that such ownership may preclude participation on the Audit Committee if its magnitude is sufficient to make the director an “affiliated person” of the Company, as described in the Audit Committee charter. See “Equity-Based Compensation” under the caption “Directors’ Compensation” below for a description of the equity ownership guidelines for directors.
During the preceding threefour fiscal years, the Company made no contributions to any tax-exempt organization of which any independent director of the Company is an executive officer. Except as noted above with respect to the familial relationship of Mr. Daniel J. Rice IV and Mr. Toby Z. Rice, there are no family relationships among our directors and executive officers.
Related Person Transactions
Review, Approval, or Ratification of Transactions with Related Persons
Under the Company’s Related Person Transaction Approval Policy (the “Related Person Transaction Policy”), management, with the assistance of EQT’s Legal Department, is responsible for determining whether a transaction between the Company and a Related Person (as defined below) constitutes a Related Person Transaction (as defined below). This determination is based on a review of all facts and circumstances regarding the transaction, as well as information provided in the annual director and executive officer questionnaires. Upon determination that a transaction is a Related Person Transaction that has not been approved by the full Board, the material facts regarding the transaction are reported to the Corporate Governance Committee for its review. The Corporate Governance Committee then determines whether to approve, revise, reject, or take other action with respect to the Related Person Transaction.
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Corporate Governance and Board Matters
Under the Related Person Transaction Policy, a “Related Person Transaction” is generally a transaction in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a Related Person has a direct or indirect material interest. A “Related Person” is generally any person who is a director or executive officer of the Company, any nominee for director, any shareholder known to the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities, and any immediate family member (as defined by the SEC) of any of the foregoing persons.
Under the Related Person Transaction Policy, the following transactions are deemed to be automatically pre-approved and do not need to be brought to the Corporate Governance Committee for approval:
(i)

transactions involving employment of an executive officer by the Company, as long as the executive officer is not an immediate family member of another executive officer or director
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Corporate Governance and Board Matters
of the Company and the compensation paid to the executive officer was approved by the Compensation Committee;
(ii)

transactions involving compensation and benefits paid to a director for service as a director of the Company;
(iii)

transactions on competitive business terms with another company in which the only relationship of a director or immediate family member of a director is as an employee or executive officer, a director, or a beneficial owner of less than 10% of that company’s shares, provided that the amount involved does not exceed the greater of  $1,000,000 or 2% of the other company’s consolidated gross revenue;
(iv)

transactions in which the interest of the Related Person arises solely from the ownership of a class of equity securities of the Company, and all holders of that class of equity securities receive the same benefit on a pro rata basis;
(v)

transactions in which the rates or charges involved are determined by competitive bids;
(vi)

transactions involving the rendering of services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental regulation;
(vii)

transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; and
(viii)

charitable contributions, grants, or endowments by the Company or the Company’s charitable foundation to a charitable or non-profit organization, foundation, or university in which a Related Person’s only relationship is as an employee or a director or trustee, if the aggregate amount involved does not exceed the greater of  $1,000,000 or 2% of the recipient’s consolidated gross revenue.
The Related Person Transaction Policy does not limit or affect the application of the Company’s Code of Business Conduct and Ethics and related policies, which require directors and executive officers to avoid engaging in any activity or relationship that may interfere, or have the appearance of interfering, with the performance of the directors’ or executive officers’ duties to the Company. Such policies require all directors and executive officers to report and fully disclose the nature of any proposed conduct or transaction that involves, or could involve, a conflict of interest and to obtain approval before any action is undertaken.
Governance Policy for the Management of Potential Conflicts of Interest Involving the Rice Investment Group
BackgroundBACKGROUND
Messrs. Toby Z. Rice and Daniel J. Rice IV are each a partner in Rice Investment Group L.P. (“RIG”), a multi-strategy fund founded in January 2018 that invests in all verticals of the oil and natural gas sector.
In the months prior to the Company’s 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”), Mr. Toby Z. Rice was a member of the “Rice Team,” an activist campaign that sought to
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transform the Company, in part, through management change, including by electing Mr. Toby Z. Rice as President and CEO. During this campaign, the positions of Messrs. Toby Z. Rice and Daniel J. Rice IV as partners in RIG were disclosed and highlighted as a potential source of conflicts by then-incumbent management. At the 2019 Annual Meeting, the Rice Team received the approval of over 80% of the Company’s shareholders, with Messrs. Toby Z. Rice and Daniel J. Rice IV being elected to the Board, and, immediately following the 2019 Annual Meeting, Mr. Toby Z. Rice was named President and CEO.
On July 10, 2019, representatives of RIG reached out to portfolio companies in which RIG held an investment interest and requested that, as a result of the appointment of Mr. Toby Z. Rice as President
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and CEO of the Company, they voluntarily effect a moratorium on soliciting business with the Company and its subsidiaries until such time as Board-approved governance procedures were developed and implemented. Furthermore, Mr. Toby Z. Rice resigned from all director positions of RIG portfolio companies and relinquished his position on the RIG investment committee.
Given Mr. Toby Z. Rice’s position as a beneficiary of the Rice Energy 2016 Irrevocable Trust, a New Hampshire trust for the benefit of the children and descendants of Daniel J. Rice III and his wife, Kathleen L. Peto (the “Rice Trust”), and the Rice Trust’s limited partner interest in RIG, any transactions between a business in which RIG holds an investment interest or any subsidiaries of such business (a “RIG Portfolio Company”), on the one hand, and the Company or any of its subsidiaries, on the other hand, with a value in excess of  $120,000 may trigger disclosure obligations as related party transactions under the Company’s Related Person Transaction Policy and applicable SEC regulations.
RIG Governance PolicyGOVERNANCE POLICY
Consistent with the requirements of our Related Person Transaction Policy and the Company’s Code of Business Conduct and Ethics, and at the direction of the Corporate Governance Committee, we developed, and the Corporate Governance Committee reviewed and approved, the Governance Policy for the Management of Potential Conflicts of Interest Involving the Rice Investment Group (the “RIG Governance Policy”). The purpose of the RIG Governance Policy is to establish appropriate corporate governance procedures designed to ensure that potential conflicts of interest that may arise from time to time by virtue of the business activities of RIG are properly and timely disclosed to the Corporate Governance Committee and, when appropriate, submitted to the Corporate Governance Committee for review and possible approval.
The RIG Governance Policy describes various circumstances in which potential conflicts of interest may arise from time to time in respect of directors, executive officers, employees, and consultants who are partners in RIG (such persons, “RIG Related Persons”) and establishes specific processes and procedures with which all directors, officers, employees, and consultants of the Company must comply. The requirements of this policy are intended to be consistent with the requirements of, and to support compliance with, the existing Related Person Transaction Policy and Code of Business Conduct and Ethics.
The RIG Governance Policy implements specific requirements and processes to be followed when we become aware of a potential business relationship proposed to be entered into between us or any of our subsidiaries, on the one hand, and a RIG Portfolio Company, on the other hand. The RIG Governance Policy implements procedures designed to promptly identify potential business transactions with RIG Portfolio Companies for escalation to the Corporate Governance Committee, regardless of the dollar amount involved, and implements a periodic review and certification process designed to support compliance with the policy.
In the event that we become aware of a business transaction involving the Company or its subsidiaries, on the one hand, and a RIG Portfolio Company, on the other hand, that was not pre-approved in accordance with the RIG Governance Policy (whether through the periodic review and certification process or otherwise), the transaction shallwill be promptly brought to the attention of the Corporate Governance Committee for review and consideration pursuant to Section 5 of the Related Person Transaction Policy irrespective of the dollar amount involved (i.e., even if less than the $120,000 threshold stated in the Related Person Transaction Policy). Consistent with the Related Person Transaction Policy, the
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Corporate Governance Committee shallwill consider all relevant facts and circumstances respecting such transaction, and shallwill evaluate all options available to the Company, including ratification, revision, or termination of such transaction, and shallwill take such course of action as the Corporate Governance Committee deems appropriate under the circumstances.
The RIG Governance Policy similarly sets forth procedures supporting the review by the Corporate Governance Committee of pre-existing transactions between the Company or its subsidiaries and a potential new RIG Portfolio Company in which RIG may be seeking to make an investment.
The policy prohibits Mr. Toby Z. Rice from serving (i) on the RIG investment committee and (ii) as a member of the board of directors/board of managers of any RIG Portfolio Company, in each case, until such time as he ceases to serve as an executive officer of the Company.
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Consistent with the requirements of the Company’s Code of Business Conduct and Ethics, the RIG Governance Policy also expressly prohibits the RIG Related Persons from holding an interest, whether directly or indirectly through their interest in RIG, in a business that is in competition with the Company, as defined under the RIG Governance Policy. The Corporate Governance Committee regularly reviews the business descriptions of each RIG Portfolio Company, as well as the description of the Company’s business as set forth for purposes of the RIG Governance Policy, to ensure compliance with this requirement.
Transactions with Related Persons
Based on information provided by the Company’s directors and executive officers and assessments by the Company’s management, the Corporate Governance Committee determined that there were no Related Person Transactions in 20212023 requiring disclosure in this proxy statement, other than those disclosed below.
RIG COMPANIES
Cold Bore Technology Inc.
In mid-2020, EQT’s Completions Department identified Cold Bore Technology Inc. (“Cold Bore”), a completions optimization technology vendor, as a candidate for a vendor product trial of its Smart Pad product. RIG holds an approximately 17% equity ownership interest in Cold Bore. As required by the RIG Governance Policy, in March 2020, the Company’s Vice President of Completions met with the Company’s Chief Financial Officer and representatives from the Company’s legal, compliance, and operating services departments to review and assess potential benefits to the Company of exploring the proposed product trial. After considering the potential benefits to the Company, this group determined that the opportunity to pursue the proposed product trial with Cold Bore should be presented to the Corporate Governance Committee.
Accordingly, in April 2020, the Corporate Governance Committee reviewed and considered the proposed business opportunity with Cold Bore, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, including the potential benefits to the Company of the transaction, the proposed terms of the transaction, and the terms available to unaffiliated third parties generally, and was informed of and considered RIG’s interest in Cold Bore, and determined that it was in the best interest of the Company and its shareholders to approve the Company’s engagement of Cold Bore for the product trial. Following this review and approval by the Corporate Governance Committee, the Company entered into an agreement with Cold Bore for the product trial.
In early 2021, the results of the Cold Bore product trial were presented to and reviewed by the Corporate Governance Committee. After considering the results of the product trial, the Corporate Governance Committee considered a proposed post-trial engagement of Cold Bore for its Smart Pad product. Taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, as noted in the preceding paragraph, the Corporate Governance Committee approved the post-trial engagement of Cold Bore.Bore for 2021 and 2022.
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In early 2023, the Corporate Governance Committee again reviewed the Company’s engagement of Cold Bore, including the anticipated benefits of the Company’s continued use of Cold Bore’s Smart Pad product and, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, the Corporate Governance Committee approved the continued engagement of Cold Bore by the Company. During 2021,2023, the Company paid Cold Bore consideration in the aggregate amount of approximately $1,905,000.$2,418,000.
Similarly, inComboCurve, Inc.
In mid-2020, EQT’s Completions DepartmentAsset Performance team identified AquaSmart Enterprises, LLCInside Petroleum, Inc. (now known as ComboCurve, Inc.) (“AquaSmart”ComboCurve”), a vendor for proppant coating technology,a cloud-based asset management platform supporting, among other things, auto-decline curve analysis, daily calculations, and reserves and economic scenario modeling, as a candidate for a vendor product trial.30-day trial license agreement. RIG holds an approximately 10%20% equity ownership interest in AquaSmart.ComboCurve. As required by the RIG Governance Policy, in July 2020, the Company’s Vice President, of CompletionsAsset Performance, met with the Company’s Chief Financial Officer and representatives from the Company’s legal, compliance, and operating services departments to review and assess potential benefits to the Company of exploring the proposed product trial.trial license. After considering the potential benefits to the Company, this group determined that the opportunity to pursue the proposed product trial license with AquaSmartComboCurve should be presented to the Corporate Governance Committee.
Accordingly, in July 2020, the Corporate Governance Committee reviewed and considered the proposed business opportunitytrial license with AquaSmart,ComboCurve, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, including the potential benefits to the Company of the transaction, the proposed terms of the transaction, and the terms available to unaffiliated third parties generally, and was informed of and considered RIG’s interest in AquaSmart,ComboCurve, and determined that it was in the best interest of the Company and its shareholders to approve the Company’s
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engagement of AquaSmartComboCurve for the product trial.trial license. Following this review and approval by the Corporate Governance Committee, the Company entered into an agreement with AquaSmartComboCurve for the trial license.
In October 2020, the Company’s Vice President, Asset Performance, updated the Corporate Governance Committee on the results of the ComboCurve product trial.trial and presented a proposal for the Company to enter into a post-trial license agreement for the Company’s use of the ComboCurve product. The Corporate Governance Committee reviewed the proposed license arrangement, including the anticipated benefits to the Company, and, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, the Corporate Governance Committee approved the Company’s entry into a license with ComboCurve.
ThroughoutIn October 2021, the Corporate Governance Committee received updates regardingagain reviewed the ongoing project trialCompany’s license with AquaSmart.ComboCurve, including the anticipated benefits of the Company’s continued use of ComboCurve’s licensed product, and, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, the Corporate Governance Committee authorized the annual renewal of the license arrangement with ComboCurve. During 2021,2023, the Company paid AquaSmart (through its affiliate AS O&G LLC)ComboCurve consideration under the project trial engagement in the aggregate amount of approximately $1,040,000.$174,000.
Tejas Production Services, Inc.
RIG holds an approximately 97% equity ownership interest in Tejas Production Services, Inc. (“Tejas”), a company providing engineering, design, manufacturing, and oil and gas production and processing equipment services. Prior to the closing of the Tug Hill and XcL Midstream acquisitions, which were completed on August 22, 2023, Tug Hill and XcL Midstream entities engaged Tejas for certain operational services and equipment. Additionally, following the closing, Tejas continued to provide certain services supporting the acquired business assets during a post-closing integration period. The Committee received regular updates regarding vendor spend with Tejas, both by Tug Hill and XcL Midstream and by the Company during the post-closing integration period.
For these various services and equipment, in 2023, the Company and its subsidiaries paid Tejas an aggregate amount of approximately $335,000 (purchase of dehydration services, wellhead service labor, and various equipment). This amount includes 2023 spend by Company subsidiaries both prior
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to, and during the period following, the closing of the Tug Hill and XcL Midstream acquisitions. In reviewing and ratifying these transactions with Tejas, the Committee considered the various factors specified in the Company’s Related Persons Transactions Policy, including the potential benefits to the Company of the transactions, the terms of the transactions, and the terms available to unaffiliated third parties generally, and was informed of and considered RIG’s interest in Tejas, and determined that it was in the best interest of the Company and its shareholders to ratify and approve the foregoing transactions. The Company plans to transition these arrangements to unrelated suppliers to the extent practicable.
QUANTUM ENERGY PARTNERS
On August 22, 2023, the Company completed its acquisitions (the “Tug Hill and XcL Midstream Acquisitions”) of upstream assets from THQ Appalachia I, LLC (the “Upstream Seller”) and gathering and processing assets from THQ-XcL Holdings I, LLC (the “Midstream Seller”) through the acquisition of all of the issued and outstanding membership interests of each of THQ Appalachia I Midco, LLC and THQ-XcL Holdings I Midco, LLC pursuant to that certain Amended and Restated Purchase Agreement, dated December 23, 2022, entered into by and among EQT Corporation, EQT Production Company (a wholly-owned subsidiary of EQT Corporation), the Upstream Seller, and the Midstream Seller.
The purchase price for the Tug Hill and XcL Midstream Acquisitions consisted of 49,599,796 shares of EQT’s common stock (the “Stock Consideration”) and approximately $2.4 billion in cash, subject to customary post-closing adjustments. As a result of the issuance of the Stock Consideration at closing, QEM VI, LLC (“QEM VI”), as the managing member of each of Q-TH Appalachia (VI) Investment Partners, LLC and Q-XcL Holdings I (VI) Investment Partners, LLC, became the beneficial owner of greater than 5% of the Company’s issued and outstanding shares of common stock.
Under the terms of an Agreement Containing Consent Order, entered into on August 16, 2023 (the “ACCO”), by the Company, certain affiliates of Quantum Energy Partners, and the U.S. Federal Trade Commission (the “FTC”) in connection with the FTC resolving its review of the Tug Hill and XcL Midstream Acquisitions, on August 24, 2023, EQT Corporation, Q-XcL Holdings I (VI) Investment Partners, LLC (“Q-XcL”), Q-TH Appalachia (VI) Investment Partners, LLC (“Q-TH”), and U.S. Bank Trust Company, National Association (“U.S. Bank” or “Voting Trustee”), entered into a Voting Trustee Agreement (the “Voting Trustee Agreement”), pursuant to which each of Q-XcL and Q-TH (both Quantum Affiliated Entities, as defined below) transferred voting power over the shares of EQT common stock issued by EQT as consideration upon the closing of the Tug Hill and XcL Midstream Acquisitions to the Voting Trustee (U.S. Bank) that will vote, or cause to be voted, all such shares proportionally with respect to the votes cast (with abstentions and broker non-votes not considered votes cast) by all other holders of shares of EQT’s common stock entitled to vote and actually voting on each matter submitted to a vote of EQT’s shareholders. The foregoing description of the Voting Trustee Agreement is not complete and is qualified in its entirety by reference to the copy of the Voting Trustee Agreement filed with our 2023 Annual Report as Exhibit 9.
During 2023, in connection with our ordinary course business activities, EQT engaged in commercial transactions with certain entities at least partially owned by entities affiliated with QEM VI (collectively “Quantum Affiliated Entities”), as follows:

Royalty Distributions (Including Land Payments). During 2023, EQT paid an aggregate amount equal to $10.6 million for royalty distributions (including land payments) arising from our operations to various Quantum Affiliated Entities (of this amount, approximately $6.8 million was paid to Stone Hill Minerals Holdings, LLC; approximately $1.7 million was paid to TH Exploration II, LLC; approximately $1.2 million was paid to HG Energy II Appalachia LLC; and approximately $0.8 million was paid to MCJV Holdings, LLC).

Acreage Trade Agreement. During 2023, EQT entered into an acreage trade agreement in the ordinary course of its business with HG Energy, a Quantum Affiliated Entity, that involved an exchange of less than 200 leased acres.

Other Operational Transactions. During 2023, EQT paid an aggregate amount equal to approximately $238,000 for other operational services to various Quantum Affiliated Entities
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(of this amount, approximately $116,000 was paid to HG Energy II Appalachia LLC for water hauling services and approximately $122,000 was paid to Premium Oilfield Technologies, LLC for purchases of consumables for drilling).
Additionally, during 2023, MineralCo Holdings LLC (“MineralCo”), a wholly-owned indirect subsidiary of EQT, and MCJV Holdings, LLC (“MCJV”), a Quantum Affiliated Entity, each held membership interests in The Mineral Company LLC (“TMC”), a joint venture organized under the laws of the State of Delaware. Under the terms of the ACCO, in August 2023, the parties ceased all business activities of, and commenced a process to dissolve, TMC through a pro rata distribution of its assets to its members. During 2023, TMC (i) made cash distributions to MCJV in the aggregate amount of approximately $11.6 million and to MineralCo in the aggregate amount of approximately $3.1 million and (ii) in connection with the dissolution of the joint venture, completed a distribution of assets of approximately $24.6 million to MCJV and approximately $9.0 million to MineralCo.
In reviewing and ratifying the foregoing transactions involving Quantum Affiliated Entities, the Committee considered the various factors specified in the Company’s Related Persons Transactions Policy, including the benefits to the Company of the transactions, the terms of the transactions, and the terms available to unaffiliated third parties generally, and was informed of and considered QEM VI’s interest in the Quantum Affiliated Entities, and determined that it was in the best interest of the Company and its shareholders to ratify and approve the foregoing transactions.
Other
Certain immediate family members of Mr. Todd M. James, the Company’s Chief Accounting Officer, are parties to existing leases for natural gas exploration and production previously entered into with the Company prior to Mr. James becoming an employee of the Company for natural gas exploration and production.Company. During 2021,2023, pursuant to the terms of these previously existing leases, the Company made royalty payments to these individuals in the aggregate amount of approximately $327,000.$256,000.
Consistent with the requirements of the Related Person Transaction Approval Policy, the foregoing transactions were reviewed and ratified by the Corporate Governance Committee.
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Directors’ Compensation
Compensation of our non-employee directors is annually reviewed by the Corporate Governance Committee and approved by the Board. No compensation is paid to employee directors for their service as directors. Mr. Toby Z. Rice’s compensation for service as an executive is set forth in the “Summary Compensation Table” below.
In October 2020,2022, the Corporate Governance Committee, with support from Meridian, conducted a peer company benchmarking review of the total compensation for non-employee directors.directors (the “2023 Director Compensation Review”). Specifically, retainer fees, Board and committee chair premiums, and stock-based long-term incentives and director charitable matching gift benefits were evaluated using, as the competitive benchmark, levels of total compensation paid to directors of the same peer group of companies that comprise the Company’s compensation peer groupCompensation Peer Group (see the section captioned “Benchmarking” within the Compensation Discussion and Analysis section of this proxy statement below)Analysis), together with general industry market statistics from Meridian’s internal database of companies with revenues between $3$5 billion and $6$15 billion as an additional reference point.
Based on this review, the Corporate Governance Committee recommended, andmade the Board approved (i) an increase in the amount of the 2021 annual equity awardfollowing changes to non-employee directorsdirector cash compensation for 2023: (i) increased the annual Board member cash retainer from $185,000$80,000 per year to $200,000$85,000 per year; and (ii) an increase inincreased the independent chair annual retainer amount from $100,000$125,000 per year to $125,000$150,000 per year, which change took effect immediately followingyear. All other cash fees remained the 2021 Annual Meeting. The Corporate Governance Committee believes these changes serve to better align our total non-employee director compensation (includingsame for our independent Board chair) with the market median of the Company’s compensation peer group.2023.
Cash Compensation
The structure and amount of the 2021our 2023 non-employee director cash retainer fees is set forth below.
Annual Cash Retainer(1)

(Paid on a Quarterly Basis)
Independent Director Compensation2021
2023
($)
Board member80,00085,000
Independent Board Chair(2)125,000150,000
Committee Chairs
Audit Committee25,000
All other committees15,000
Committee member (excluding Chair)
Audit Committee member10,000
All other committees(3)
5,000
(1)

All annual cash retainer amounts are paid in installments on a quarterly basis.
(2)

Independent Board Chair retainer is in addition to the cash retainer paid for service as a Board member.member and is paid in installments on a quarterly basis.
(3)

During 2021,2023, the Board had three special committees: the Special Financing Transactions Committee; the Special Hedge Transactions Committee; and the Special Litigation Committee. Non-employee directors serving on these special committees were paid an additional annual retainer fee of  $5,000 per special committee.
Equity-Based Compensation
Equity-Based Compensation2021
2023
($)
Restricted Stock Unit Award200,000210,000
For 2021,In connection with the 2023 Director Compensation Review discussed above, the Corporate Governance Committee recommended, and the Board approved, an increase in the annual equity grant of restricted stock units (“RSUs”) to non-employee directors for 2023 from $200,000 to $210,000.
An annual equity grant is made to each non-employee director inelected at the amount of  $200,000.Company’s annual shareholders meeting, with this grant made immediately following their election at the annual
34
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Annual equity grants to non-employee directors are made immediately following the annual shareholders meeting to non-employee directors elected at the annual shareholders meeting. Non-employee directors appointed to the Board mid-year generally receive an equity grant upon joining the Board, the value of which is prorated, as part of their compensation for serving on the Board through the date of the next annual shareholders meeting.
Accordingly, on April 21, 2021,19, 2023, each non-employee director elected at the 20212023 Annual Meeting received a grant of 11,5106,630 RSUs (the “2021“2023 Grant”). The 20212023 Grant was determined by dividing (x) the $200,000$210,000 annual grant value by (y) an amount equal to the average of the closing stock price of the Company’s common stock on each trading day within the thirty (30) calendar day period preceding April 21, 202118, 2023 ($17.38)33.22) and rounding the result up to the nearest 10 shares. The 20212023 Grant will vest upon the occurrence of the 20222024 Annual Meeting and is subject to forfeiture in the event thatif a director voluntarily ceases to serve on the Board prior to that date. Upon his appointment to the Board effective October 19, 2021, Mr. Hu received a grant of 4,980 RSUs, which was determined by dividing (x) the prorated portion of the annual grant value ($100,822) by (y) the closing price of the Company’s common stock on October 19, 2021 ($20.25) and rounding the result up to the nearest 10 shares. Mr. Hu’s RSUs are subject to the same terms regarding vesting and forfeiture as those set forth in the 2021 Grants.
Each RSU is equal in value to one share of Company common stock. Unvested RSUs do not have voting rights. Any dividends paid on shares of the Company’s common stock are credited quarterly in the form of additional RSUs. Non-employee directors may elect to defer payment of their RSUs under the Company’s director deferred compensation plan, which is discussed below.
Equity Ownership Guidelines for Directors
PositionOur equity ownership requirements for non-employee directors must be satisfied within five years of joining the BoardEquity Ownership RequirementCompliance Period
Non-employee directors• • • • •
5x5 times
annual cash retainer
5 years from joining the board
The non-employee directors are subject to equity ownership guidelines, which require them to hold shares (or share equivalents, including deferred stock units and RSUs) with a value equal to five times the annual cash retainer. Once the target level of ownership is achieved by a director, that individual will not be expected to acquire additional shares in the event the Company’s stock price decreases, provided that the underlying number of shares held by the individual at the time of achieving compliance with the equity ownership guidelines has not been reduced. Under the guidelines, directors have up to five years from joining the Board to satisfy the ownership guidelines. Each non-employee director has satisfied the Company’s equity ownership guidelines or is on track to satisfy the guidelines within the five-year ramp-up period.
Director Deferred Compensation
The Company has deferred compensation plans for non-employee directors. Prior to January 1, 2020, stock units awarded to non-employee directors were automatically deferred under the Company’s 2005 Directors’ Deferred Compensation Plan ("DDCP"(“DDCP”).
Beginning on and after January 1, 2020, non-employee directors may elect (but are not required) to defer distribution of shares upon vesting of their RSUs under the DDCP. Non-employee directors may also elect to defer up to 100% of their annual retainers and fees into the DDCP and receive an investment return on the deferred funds as if the funds were invested in Company common stock or permitted mutual funds.
Prior to the deferral, plan participants must irrevocably elect to receive the deferred funds either in a lump sum or in equal annual installments. Deferred funds for which directors have elected to receive an investment return as if the funds were invested in Company common stock are distributed in shares of common stock. Distributions of deferred stock units and/or fees are made or, if applicable, commence following termination of service as a director. The directors’ deferred compensation accounts are unsecured obligations of the Company. For 2021, Ms. Carrig2023, Messrs. Hu and Mr. D. Rice and Mses. Canaan and Carrig deferred receipt of payment of fees under the DDCP.
Other


All directors are eligible to participate in the Matching Gifts Program of the EQT Foundation. Under this program, the EQT Foundation will match gifts of at least $100 made by a director to eligible charities, up to an aggregate total of  $10,000 per director in any calendar year.
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The Company reimburses directors for reasonable and customary travel and related expenses in connection with attending Board and committee meetings and related business activities.


The Company also provides non-employee directors with $20,000 of life insurance and $100,000 of travel accident insurance while traveling on business for the Company.
The table below shows the total 20212023 compensation of the Company’s non-employee directors:
2021 2023 Directors’ Compensation Table
Name
Fees Earned or
Paid in Cash(3)
($)
Stock Awards(4)
($)
All Other
Compensation(5)
($)
Total
($)
Name
Fees Earned or
Paid in Cash(1)
($)
Stock Awards(2)
($)
All Other
Compensation(3)
($)
Total
($)
Ms. Beebe212,083200,04410,051422,178Ms. Beebe250,000220,84510,045480,890
Dr. Behrman95,000200,0448,051303,095Ms. Canaan130,000220,84545350,890
Ms. Canaan115,998200,04451316,093Ms. Carrig110,000220,84510,045340,890
Ms. Carrig105,000200,04410,051315,095Mr. Hu105,000220,84510,045335,890
Mr. Hu(1)20,274100,8455,010126,129Dr. Jackson105,000220,8453,145328,990
Dr. Jackson100,000200,0446,251306,295Mr. McCartney95,000220,8455,045320,890
Mr. McCartney89,914200,04451290,009Mr. McManus105,000220,84510,045335,890
Mr. McManus98,295200,04410,051308,390Ms. Powers105,000220,84545325,890
Ms. Powers100,000200,04451300,095Mr. D. Rice95,000220,84545315,890
Mr. D. Rice90,000200,04451290,095Ms. Vanderhider110,000220,8455,045335,890
Mr. Thorington(2)34,3545134,405
Ms. Vanderhider105,000200,04451305,095
(1)
Mr. Hu was appointed to the Board effective October 19, 2021.
(2)
Mr. Thorington passed away on April 17, 2021 and his outstanding, unvested RSUs vested at such time in accordance with the terms of the Company’s RSU award agreement for non-employee directors.
(3)

Includes annual Board and committee cash retainers and Board and committee chair fees, as applicable, some of which were deferred at the election of the director.
(4)
(2)
On April 21, 2021,Amounts in the Stock Awards column represent the grant date fair value of the 6,630 RSUs granted to each non-employee director electedon April 19, 2023, following his or her election at the 20212023 Annual Meeting received a grant of 11,510 RSUs. Upon his appointment to the Board effective October 19, 2021, Mr. Hu received a grant of 4,980 RSUs. Details regarding these director RSU grants are provided in the narrative above under “Equity-Based Compensation.”Meeting. The award grant date fair values shown in the table have been determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, using the assumptions described in Note 1310 to EQT’s Consolidated Financial Statements, which is included in our 20212023 Annual Report. Details regarding these director RSU grants are provided in the narrative above under “Equity-Based Compensation.”
As of December 31, 2021, (i)2023, each non-employee director (other than Mr. Hu and Mr. Thorington (see footnote (2)) owned 11,5106,707 unvested RSUs and (ii) Mr. Hu owned 4,980 unvested RSUs.(which amount includes accrued dividends). Additionally, the aggregate number of previously awarded deferred stock units, including accrued dividends thereon, outstanding and held by directors as of December 31, 20212023 was:
Ms. Beebe23,962Mr. McCartney14,042Ms. Beebe36,571Mr. McCartney14,477
Dr. Behrman38,701Mr. McManus5,634Ms. Canaan43,796Mr. McManus5,809
Ms. Canaan23,962Ms. Powers11,388Ms. Carrig41,166Ms. Powers23,607
Ms. Carrig23,962Mr. D. Rice50,286Mr. Hu9,585Mr. D. Rice62,004
Mr. HuMs. Vanderhider23,962Dr. Jackson24,704Ms. Vanderhider24,704
Dr. Jackson23,962
(5)
(3)
This column reflects:
(i)

annual premiums paid for life insurance and travel accident insurance policies of  $51$45 per director; and
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Corporate Governance and Board Matters
(ii)

the following matching gifts made to qualifying organizations under the EQT Foundation’s Matching Gifts Program:
Ms. Beebe10,000Mr. McCartneyMs. Beebe10,000Mr. McCartney5,000
Dr. Behrman8,000Mr. McManus10,000Ms. Carrig10,000Mr. McManus10,000
Ms. CanaanMs. PowersMr. Hu10,000Ms. Vanderhider5,000
Ms. Carrig10,000Mr. D. RiceDr. Jackson3,100
Mr. Hu5,000Mr. Thorington
Dr. Jackson6,200Ms. Vanderhider
EQT CORPORATION20222024 PROXY STATEMENT|3739


Executive Compensation

Proposal 2―Approval of a Non-Binding Resolution Regarding the Compensation of the Company’s Named Executive Officers for 20212023 (Say-on-Pay)
As discussed in the Compensation Discussion and Analysis (“CD&A”) below, the Company’s executive compensation program is designed to:


attract and retain the highest quality named executive officers;


directly link pay to Company performance; and


build value for the Company’s shareholders.
The Company’s program:


provides total compensation opportunities at levels that are competitive in its industry;


ties a significant portion of each named executive officer’s compensation to individual performance and achievement of the Company’s business objectives; and


closely aligns the interests of the Company’s named executive officers with the interests of shareholders.
In sum, the Company’s executive compensation program is designed to reward our named executive officers when the Company achieves strong results. The Company believes that the 20212023 compensation of its named executive officers is consistent with and reflects the strong financial and operational results achieved and the strategic actions taken by the Company.
This proposal, commonly known as a “Say-on-Pay” proposal, gives the Company’s shareholders the opportunity to express their views on the compensation of its named executive officers in accordance with Section 14A of the Exchange Act. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the Company’s compensation philosophy, policies, and practices described in this proxy statement.
Accordingly, the Board invites you to review carefully the CD&A section and the tabular and other disclosures under the caption “Executive Compensation” below,Compensation,” and to cast a vote in favor of the compensation paid to our named executive officers in 20212023 and adopt the following resolution:
RESOLVED, that the shareholders approve the compensation of the Company’s named executive officers for 2021,2023, as discussed and disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the executive compensation tables, and any related material disclosed in this proxy statement.”
The Say-on-Pay vote is advisory, and therefore is not binding on the Company, the Compensation Committee, or the Board. The Board and the Compensation Committee value the opinions of the Company’s shareholders and, to the extent that any significant vote against the named executive officer compensation occurs, the Board will consider the shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. However, neither the Board nor the Compensation Committee will have any obligation to take such actions.any action as a result of the Say-on-Pay vote.
The Board has adopted a policy providing for annual say-on-pay advisory votevotes. The Company included in its 2023 definitive proxy statement on executive compensation will occur every year until the next voteSchedule 14A filed on March 2, 2023 (“2023 Proxy Statement”) a proposal regarding the frequency of shareholder votes on executive compensation, which will occur atthe say-on-pay advisory vote (“say-on-frequency” vote), and the shareholders voted with the Board’s recommendation for every “one year” to approve an annual say-on-pay vote. Unless the Board modifies the Company’s 2023 annual meetingpolicy, the next say-on-pay advisory vote will be held at our 2025 Annual Meeting of shareholders.Shareholders, and the next say-on-frequency advisory vote will be held at our 2029 Annual Meeting of Shareholders.
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The Board of Directors recommends a vote FORapproval of the compensation of the Company’s named executive officers for 2021.2023.
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Executive Compensation
Executive Compensation Contents
This Executive Compensation portion of this proxy statement is organized into the following sections:
4042COMPENSATION DISCUSSION AND ANALYSIS
4042Compensation ProgramExecutive Summary
43
46
4748
49Compensation Philosophy
4951The Compensation Process
5153Determining Compensation
5355
5620212023 Compensation Decisions
62
63
63Other Compensation Components
6266Compensation Committee Report
Compensation Policies and Practices and Risk Management
6468Compensation Tables
6468Summary Compensation Table
656920212023 Grants of Plan-Based Awards Table
6670
6771Option Exercised and Stock Vested
6771Pension Benefits and Non-Qualified Deferred Compensation
6771Potential Payments Upon Termination of Change of Control
7679
80Pay Versus Performance
Pay Ratio Disclosure
Note regarding non-GAAP supplemental financial measures
The CD&A contains references to the Company’s free cash flow per share and other performance measures that have not been calculated in accordance with generally accepted accounting principles (“GAAP”), which are also referred to as non-GAAP supplemental financial measures. These non-GAAP supplemental financial measures are referenced in this CD&A as performance targets under the Company’s 20212023 annual incentive plan. Attached as Appendix A to this proxy statement is a reconciliation of the Company’s free cash flow per share with the Company’s net cash provided by operating activities (the most directly comparable GAAP financial measure), as well as definitions and other important disclosures regarding non-GAAP financial measures, including how such measures are calculated from the Company’s audited financial statements.
EQT CORPORATION20222024 PROXY STATEMENT|3941


Executive Compensation
Compensation Discussion and Analysis
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Compensation Program Summary
This CD&A explains theour compensation philosophy and discusses our compensation programs and the decisions that drove 20212023 compensation for our named executive officers or “NEOs,” and discusses the Company’s compensation programs.(our “NEOs”). References inthroughout this CD&A to the “Committee” refer to the Management Development and Compensation Committee of the Board. The Committee is comprised exclusively of independent, non-employee directors and is responsible for decisions relating to compensation of the Company’s executive officers.
Executive Summary
2023 Business Highlights
In 2023, we maintained our focus on achieving peak performance, generating meaningful value for our shareholders.
These were some of our other performance highlights from 2023:

Generated $3.2 billion of net cash provided by operating activities with an average NYMEX price of  $2.74 per MMBtu.

Achieved investment grade credit rating from Moody’s Investor Services, making us investment grade rated by all three credit rating agencies.

Continued to deliver on our capital return strategy through debt retirement, share buybacks, and dividends.
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(1)
As of February 9, 2024.

Successfully completed the Tug Hill and XcL Midstream Acquisitions.

Signed significant long-term physical supply deals with leading utilities.

For second straight year, achieved a Gold Standard rating for 2023 by United Nations’ Oil & Gas Methane Partnership 2.0.
Please refer to the “EQT Business Highlights” section above for further discussion of our 2023 business highlights.
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Executive Compensation
Compensation Philosophy Highlights
EQT’s core values are trust, teamwork, heart,Trust, Teamwork, Heart, and evolution.Evolution. Our compensation philosophy, which has remained consistent since its development in 2019, is intended to promote achievement consistent with these core values.
As further described below, the Company believes that its We believe our compensation program:
12345
Aligns with shareholder successEmbodies compensation methods that align our workforce with performance of the businessAllows for easy and consistent administrationUses annual incentive metrics that are easy to calculate and explain and within control of employeesEmbodies a market-aligned long-term incentive program, based on metrics that are aligned with long-term valuation creation, and provides for broad employee ownership participation
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A more detailed discussion of each aspect of EQT’s compensation philosophy, including how it drives compensation program design, is provided below under “Compensation Philosophy.”
Philosophy” below.
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Executive Compensation
Named Executive Officers
The Company’s NEOs for 2023 are listed below. This CD&A describes the Company’s 2023 compensation programs and their components during 2021 for the following NEOs:these NEOs.
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TOBY Z.

RICE
DAVID
KHANIJEREMY
KNOP
RICHARD A.
DURAN
LESLEY
EVANCHO
WILLIAM E.

JORDAN
RICHARD A.
DURAN
LESLEY
EVANCHODAVID M.
KHANI
President and Chief Executive Officer since July 10, 2019
Chief
Financial
Officer
since
July 24, 2023
Chief FinancialInformation Officer since January 3, 2020July 22, 2019
Chief Human Resources Officer, since July 22, 2019
Executive Vice President and General Counselsince July 10, 2019
Former Chief InformationFinancial Officer since through July 22, 2019
Chief Human Resources Officer since July 22, 201924, 2023
2021 Business2023 Compensation Highlights
In 2021, wedesigning our 2023 compensation program, the Committee maintained an overall program design that was consistent with 2022. At the same time, the Committee continued to execute on our strategy to make EQTassess the operator of choice for all stakeholders. We further improved our balance sheet, successfully completed the acquisition and integration of Alta Resources, announced ambitious net zero targets, and implemented a comprehensive shareholder return program, consisting of a quarterly cash dividend and authorization to repurchase up to $1 billionalignment of our stock.incentive compensation performance measures with achievement of the Company’s strategic priorities and determined to update certain of our incentive compensation performance measures for 2023.
Our capital allocation planAn overview of updates made to performance measures under our 2023 incentive compensation programs is focused on reducingpresented below. Further discussion of our debt and leverage, while also returning capital to our shareholders through a combination of dividends and our share repurchase program. We are focused on achieving and maintaining investment grade credit metrics as well as regaining our investment grade credit ratingincentive compensation programs can be found in the near term, which will allow us to capture a lower cost“2023 Annual Incentives” and “2023 Long-Term Incentive Awards” sections of capital and further enhance shareholder returns.this CD&A below.
We believe our modern, digitally enabled operating model, contractually declining gathering rates, improved capital efficiency, and deep core long-lateral inventory will allow us to generate significant free cash flow in 2022 and beyond and position us to play a leading role in helping to address climate change and support global energy equality.
FinancialOperationalStrategic
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Achieved 2021 sales volumes of 1,858 Bcfe(1), or average daily sales volumes of 5.1 Bcfe per day, and an average realized price of  $2.50 per Mcfe(2)
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Strengthened our balance sheet and financial positioning
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Received credit ratings upgrades from S&P, Moody’s, and Fitch
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Extended the term of our credit facility, and reduced outstanding letters of credit under our credit facility by $351 million
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Planned over 80% combo-development through 2026
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Realized meaningful reduction of gathering and transmission expense on per Mcfe basis of $0.05 and $0.06, respectively, during 2021 compared to 2020
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Obtained Equitable Origin and MiQ Certifications for a majority of our natural gas(3)
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Made significant progress toward our goal of eliminating all natural gas-powered pneumatics from our operations by the end of 2022
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Strengthened our core acreage position through the acquisition of significant, strategic Appalachian Basin assets from Alta Resources for an aggregate purchase price of approximately $2.9 billion
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Increased 2021 total proved reserves by 5.2 Tcfe(4), an increase of 26% compared to 2020
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Launched $1 billion share repurchase program through year-end 2023
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Reinstituted regular quarterly cash dividend in the first quarter of 2022
EQT CORPORATION20222024 PROXY STATEMENT|4143


Executive Compensation
(1)
2023 Short-Term Incentive Plan Updates
“Bcfe” means billion cubic feetWe refer to our annual cash incentive plan for 2023 as our “2023 Short-Term Incentive Plan” or “2023 STIP.”
For our 2023 STIP, the Committee added two new performance measures: (i) “cash operating margin” and (ii) “finding and development costs,” each measured on a dollars per Mcfe(1) basis. These performance measures replaced the previously utilized “recycle ratio” performance measure. In making these updates, the Committee concluded that the recycle ratio performance measure was both unnecessarily complex and generally not prevalent in peer company annual incentive plan designs. The Committee also considered that cash operating margin and finding and development costs formed the two components of natural gas equivalents,the recycle ratio calculation and, when tracked and presented separately as individual performance measures, could be more easily understood by employees, resulting in an overall 2023 STIP plan design that was simpler to measure and explain, in keeping with one barrel of natural gas liquids (“NGLs”the core tenets of our compensation philosophy.
For 2023, the Committee also eliminated “employee days away restricted or transferred” ​(or “DART”) as a performance measure under the 2023 STIP after concluding that the DART performance measure created unnecessary overlap with the underlying drivers measured by the “environmental, health, and crude oil being equivalentsafety (or “EHS”) intensity improvement” performance measure, as well as to 6,000 cubic feet of natural gas.further simplify the 2023 STIP plan design. In doing so, the Committee reassigned the weighting previously assigned to the DART performance measure to the EHS intensity improvement performance measure. This change increased the weighting under the EHS intensity improvement performance measure to 15% for 2023.
(2)
(1)
“Mcfe” means thousand cubic feet of natural gas equivalents, with one barrel of NGLs and crude oil being equivalent to 6,000 cubic feet of natural gas.
(3)
2023 Incentive Performance Share Unit Program Updates
Equitable Origin is a non-profit organization that was founded with a visionWe refer to create a market-based mechanism to recognize and reward responsible energy producers and to empower energy purchasers through independent, site-level certification. MiQ isour long-term, performance-based equity incentive award program for 2023 as our “2023 Incentive Performance Share Unit Program” or “2023 Incentive PSU Program.”
As previously disclosed, in 2021, we announced an independent, not-for-profit partnership between the Rocky Mountain Institute and SYSTEMIQ aiming to facilitate a rapid reduction in methaneambitious goal of achieving “net zero” greenhouse gas emissions from our existing production segment operations―on a Scope 1 and Scope 2 basis―by 2025, which we refer to as our “Net Zero Goal.”(2) In designing our 2022 long-term incentive awards, which we refer to as our “2022 Incentive PSU Program,” the natural gas sectorCommittee recognized an opportunity to align the three-year performance period under that plan with successful achievement of our Net Zero Goal and decided to incorporate a performance payout modifier linked to achieving our Net Zero Goal into the 2022 Incentive PSU Program. The Committee noted that doing so would reflect the importance of our Net Zero Goal to our overall strategy while aligning the anticipated runway for achievement of the Net Zero Goal with the three-year performance period set forth in the 2022 Incentive PSU Program. Please refer to the CD&A section of our 2023 Proxy Statement for further explanation of this net zero performance payout modifier in our 2022 Incentive PSU Program.
Conversely, when designing the 2023 Incentive PSU Program, the Committee observed that achievement of the Company’s Net Zero Goal was a milestone to be measured as of year-end 2024, which did not align with the three-year performance period for the 2023 Incentive PSU Program (measuring performance from 2023 through year-end 2025). The Committee therefore determined not to include a net zero performance modifier as part of the certification2023 Incentive PSU Program design. Instead, the Committee returned to the base design of methane emissionsour long-term incentive program for the 2023 Incentive PSU Program, with incentive compensation opportunity to be determined based upon Company total shareholder return (or “TSR”) performance, measured against a matrix of natural gas at an asset level.
(4)
“Tcfe” means trillion cubic feet of natural gas equivalents, with one barrel of NGLsabsolute and crude oil being equivalent to 6,000 cubic feet of natural gas.
relative TSR performance goals over the three-year performance period.
The above information is described more fully infollowing table provides key highlights for our 2023 STIP and 2023 Incentive PSU Programs.
(2)
For purposes of our Net Zero Goal, “net zero” means zero metric tons of CO2 equivalent on a Scope 1 and Scope 2 basis attributable to the Company’s 2021 Annual Report, which we filed withthen-owned production segment assets (i.e., production segment assets that were owned by the SEC on February 10, 2022.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.
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Executive Compensation
2021 Compensation2023 STIP and Incentive PSU Program Highlights
In designing the executive compensation program for 2021, the Committee considered the following two key drivers:

Incentive metrics and mix should align with the Company’s strategic priorities; and
2023 Short-Term Incentive Program
(Annual Cash Incentive Plan)
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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
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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

(1)
Executives should be rewardedSee Appendix A to this proxy statement for shareholder value creation.the definition of, and additional information about, these non-GAAP performance measures.
20212023 Incentive Performance Share Unit (“PSU”) Program

(Long-Term, Performance-Based Equity Award)
Our 2021 Incentive PSU Program measuresMeasures performance against a mix of absolute and relative TSRtotal shareholder return goals


Payout under the 2021Our long-term incentive program (“LTIP”) includes two award types—RSUs (weighted 40%) and incentive PSUs (weighted 60%)

Our 2023 Incentive PSU Program is conditioned on the Company’smeasures performance measured against a matrix of absolute and relative total shareholder return (“TSR“TSR”) performance goals overestablished 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, 20212023


The long-term PSU grants directly link NEO long-term incentive compensation opportunity with (i) achieving strong absolute shareholder returns and (ii) outperforming our peers

The Committee designed the programDesigned 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 plan payouts and mitigate compensation-related risk
2021 Short-Term Incentive Program
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75% of payout determined based on achieving key financial and operational performance goals

Financial and operational performance measures(1) for our 2021 STIP were:

free cash flow per share

recycle ratio

adjusted well cost per foot

adjusted gross G&A expense per Mcfe

The Committee selected these financial and operational performance measures as it believes these metrics represent key performance goals that drive shareholder value
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25% of payout determined based on achieving key environmental, health and safety goals, including greenhouse gas intensity reduction

Environmental, health, and safety (“EHS”) performance measures for our 2021 STIP were:

greenhouse gas intensity reduction

safety intensity improvement

employee days away restricted time

The Committee selected these metrics to directly align executive compensation opportunities with achievement of key safety and environmental goals during 2021, including greenhouse gas intensity reduction, which is an important element of the Company’s ESG strategy

The Committee introduced greenhouse gas intensity reduction as an annual incentive plan performance measure for 2021 to highlight the significance of this metric, linking 10% of each NEO’s annual incentive compensation opportunity to the Company’s achievement of greenhouse gas intensity reduction goals
EQT CORPORATION20222024 PROXY STATEMENT|4345


Executive Compensation
Other 20212023 Compensation ConsiderationsHighlights
Equity for all


Consistent withAn important element of our corporate values of Trust, Teamwork, Heart, and Evolution, in Januarycompensation philosophy is broad employee equity ownership

In 2021, the Companywe first introduced our “equity for all,”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 equity incentive grantaward in the form of restricted stock units (“RSUs”)RSUs having a grant date fair 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 adoptedbelieves this “equity for all” compensation program affords multiple benefits to promotethe Company by:

enhancing our internal pay equity andequity;

serving as an additional, meaningful way to recognize the contributions of all employees, whose efforts drive our success as an organizationorganization; 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 further links shareholder value creation withaffords all employees an opportunity to become owners of our entire workforce
MonitoredCompany and share in the impactfinancial benefits of COVID-19 developments on the Company’s business and employees

The Committee was cognizant of the continuing challenges posed during 2021 and beyond by the COVID-19 pandemic

The Committee continues to monitor the impact of the COVID-19 pandemic on the Company’s business and employees

The Committee determined that no changes to the Company’s executive compensation programs were needed during 2021success
(1)
See Appendix A to this proxy statement for the definition of, and additional information about, these non-GAAP performance measures.
Consideration of Say-on-Pay and Feedback from Shareholder Engagement
Company management engaged in robust dialogue with shareholders during the 2019 proxy campaign, laying the groundwork for open and candid discussion with shareholders. In keeping with this philosophy, both Company management and the Committee continued to seek and consider feedback from shareholders during 20212023 on a range of topics, including our executive compensation programs. The Committee consideredconsiders this feedback when designing the Company’s executive compensation during 2021 and into 2022.programs. For a discussion of the Company’s shareholder outreach and engagement efforts, please refer to the discussion under “Shareholder Engagement” above.Engagement.”
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Executive Compensation
The Committee observed that our compensation programs again received strong shareholder support at our 2023 Annual Shareholders Meeting, with nearly 99% of shareholder votes cast voting in favor of the 2022 compensation of our NEOs.
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The Committee also took into consideration thatobserved a trend of consistent, strong shareholder support for the Company’s executive compensation programs have continuedsince 2020, with shareholders voting to receive strong shareholder support, with 98.3%approve the Company’s say-on-pay proposal at a rate of votes castover 98% in favoreach of the Company’s “say-on-pay” proposal at both the 2020 and 2021 annual shareholder meetings. past four years.
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Accordingly, the Committee did not make specific changes to the executive compensation program in response to the say-on-pay vote results in 2020 and 2021, but2023 or prior years. The Committee will, however, continue to evaluate the Company’s executive compensation programs, taking into account shareholder feedback, including future “say-on-pay” vote results.
The Committee invites our shareholders to communicate any concerns or opinions on executive pay directly to it or the Board. See “Contacting the Board” under “Corporate Governance and Board Matters” for information about communicating with the Committee and the Board.
Frequency of our Shareholder Advisory Vote on Say-on-Pay
The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that at least once every six years companies ask their shareholders how often they would like to be presented with the “say-on-pay” advisory vote on named executive officer compensation.
At our 2023 Annual Shareholders Meeting, an overwhelming majority of our shareholders voted in favor of the annual inclusion of a say-on-pay proposal in our proxy statement and, as we previously
EQT CORPORATION2024 PROXY STATEMENT|47

Executive Compensation
announced through our Current Report on Form 8-K filed on April 20, 2023 with the SEC, the Committee determined that the Company will hold the “say-on-pay” advisory vote on executive compensation each year until the next shareholder advisory vote on the frequency of say-on-pay proposals, which will be held in 2029.
Evolution of Executive Compensation for 20222024
WhileIn establishing the Company’s compensation program for 2024, the Committee determined to maintain continuity in the overall program design and, as a result, the overall design of the program for 2024 is largely consistent with 2023. However, the Committee did make certain adjustments to performance measures for 2024.
Specifically, in designing the 2024 Short-Term Incentive Plan (“2024 STIP”), the Committee considered the stages of the Company’s progress down its strategic path toward achieving its Net Zero Goal and observed that the Company’s strategic focus for 2024 had evolved from identifying and achieving incremental year-over-year GHG intensity reductions, which had been the Company’s primary focus in prior years, to achieving the successful generation of carbon offsets, as the Company has successfully reached a point of near maximally abated emissions. The Committee also observed that reaching the Company’s Net Zero Goal by the end of 2024 was an existing, meaningful component of the Company’s outstanding 2022 Incentive PSU Program, the performance period for which ends, and performance under which will be measured, as of December 31, 2024. As a result of these considerations, the Committee determined not to include the GHG intensity reduction performance measure in the 2024 STIP, instead assigning 20% of 2024 STIP funding to the environmental, health, and safety intensity improvement performance measure.
The Committee will continue to consider appropriate ways to further evolve the design of the Company’s executiveannual and long-term incentive compensation program for 2022 is generally unchanged from 2021,programs in February 2022 the Committee determined to (i) incorporatealignment with the Company’s previously announced goal of achieving “net zero” greenhouse gas emissions byplanned evolution to reaching net zero in 2025, as a performance payout modifier under the 2022 Incentive PSU Program and (ii) revise the performance metrics on which awards under the 2022 STIP are based to introduce “total capex spend per Mcfe” as a performance measure under the 2022 STIP, in place of  “adjusted well cost per foot.” The purposes of these changes are to align further the interests of the Company’s executives and other employeesconsistent with those of the Company’s shareholders and with the strategic objectives of the Company, as further discussed in the table below.its Net Zero Goal.
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Executive Compensation
EvolutionOverview of 20222024 Long-Term Incentive Program
Performance measured against a mix of absolute and relative TSR goals


Consistent with 2021,2023, payout under the 20222024 Incentive PSU Program will be based on achievement ofthe Company’s TSR, measured against a matrix of absolute and relative TSR performance goals over a three-year performance period, commencing January 1, 2022
2024

Under the 2022 Incentive PSU Program, the final payout will be modified based upon the Company’s performance in achieving its 2025 net zero target
Achievement of  “net zero” by 2025 added as a performance payout modifier
In 2021, we announced our goal of achieving “net zero” greenhouse gas emissions from our existing production segment operations—on a Scope 1
Payout is capped at 2.0x to limit maximum possible payouts and Scope 2 basis—by 2025 (our “Net Zero Goal”)

The Committee incorporated the Net Zero Goal into the 2022 Incentive PSU Program by including a performance payout modifier that links a meaningful portion of executive payout opportunity to both (i) achieving the Net Zero Goal and (ii) the manner by which the Net Zero Goal is achieved

Achieving
Net Zero by
2025
[MISSING IMAGE: tm223361d1-icon_achievingbw.jpg]

Under the 2022 Incentive PSU Program, the Company’s CO2 equivalent emissions generated in 2024 from existing production segment assets(1), measured on a Scope 1 and Scope 2 basis, must be equal to (or less than) zero after accounting for carbon offsets generated and carbon credits purchased during 2024mitigate compensation-related risk
Manner of
Achieving
Net Zero
Goal

Additionally, the Committee designed the Net Zero Goal modifier to prioritize environmentally responsible operations and carbon offset generation by the Company in achieving net zero

The scoring of the modifier will result in (x) reduced incentive compensation opportunity if the Net Zero Goal is either (i) not achieved or (ii) achieved through purchases of carbon credits that exceed the benchmark set by the Committee and (y) increased incentive compensation opportunity for achieving the Net Zero Goal with purchases of carbon credits that are less than the benchmark set by the Committee, as follows:
Net Zero BenchmarksNet Zero
Modifier
The Net Zero Goal is either (i) not achieved or (ii) is achieved, with more than 350,000 metric tons of CO2 equivalent being offset by purchased credits0.9 x
The Net Zero Goal is achieved, with between 100,000 to 350,000 metric tons of CO2 equivalent being offset by purchased credits1.0 x
The Net Zero Goal is achieved, with less than 100,000 metric tons of CO2 equivalent being offset by purchased credits1.1 x
(1)
For purposes of the 2022 Incentive PSU Program, existing production segment assets refers to production segment assets owned by the Company as of June 30, 2021.
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Executive Compensation
20222024 Short-Term Incentive Program
Performance measures are aligned with key strategic objectives


For 2022, 75%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%)


recycle ratiocapex intensity (15%)

total capex spend per Mcfe


adjusted gross G&A expense per Mcfe

For 2022, the Committee determined to replace “adjusted well cost per foot,” a performance measure under prior annual incentive plans, with “total capex spend per Mcfe” (15%)


The Committee believes “total capex spend per Mcfe” represents a more comprehensive measure of management’s ability to control a broader range of costs, on a per unit basis, that are more reflective of efficient operations in the current business andcash operating environment

The Committee retained the following EHS performance measures, which determine 25% of 2022 STIP funding:margin (10%)


greenhouse gas intensity reductionfinding 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

employee DART performance measure
Other 20222024 Compensation Considerations
Equity for all


Consistent with the reasons highlighted above,our compensation philosophy, the Committee again retained theour “equity for all” program for 20222024
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Executive Compensation
Compensation Philosophy
In designing the executive compensation program for 2021, the Committee focused on alignment with the Company’s evolving business objectives and priorities. Underpinning the compensation program design,2023, the Company’s overall compensation philosophy has remained consistent since our management team successfully executedwith recent years and the Committee continued to focus on alignment of incentive compensation opportunity with the key goals outlined in the 2019 proxy campaign.Company’s business objectives and priorities.
Overall Compensation Philosophy
The Company’s current compensation philosophy is based on the following guiding principles:
Guiding PrincipleHow itIt Drives ourOur Evolved Compensation Program Design
1
Compensation program should align with shareholder success and feedback
[MISSING IMAGE: ic_further-pn.jpg]


Payout factorPayouts under each of the 2021 and 2022our long-term incentive programs isare based on a matrix of absolute and relative TSR over a three-year performance period


The Committee also recognizedrecognizes the importance to shareholders of achieving key ESG goals and has included environmental, performance goals

The Committee included key environmentalhealth, and safety (EHS) performance measures in its annual incentive plans for each ofthe STIP since 2021 and included a Net Zero Goal modifier in our 2022 (reduction of greenhouse gas intensity, measured annually) and in its long-term incentive program (achievement of net zero emissions by 2025 with a focus on environmentally responsible operations and organically generated credits) for Long-Term Incentive Plan (“2022 LTIP”)
2
Compensation methods should align the workforce with the performance of the business
[MISSING IMAGE: ic_embodies-pn.jpg]


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
[MISSING IMAGE: tm2039127d2-icon_curlybw.jpg][MISSING IMAGE: ic_curly-bw.jpg]

For 2021,2023, 75% of annual incentive plan (2021 STIP)the STIP funding was linked to financial and operational performance measures that align with key strategic objectives:


Free Cash Flow Per Share


Recycle RatioTotal CapEx Spend per Mcfe

Adjusted Well Cost Per Foot


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
[MISSING IMAGE: tm2039127d2-icon_curly1bw.jpg][MISSING IMAGE: ic_curly1-bw.jpg]

For 2021,2023, 25% of annual incentive plan (2021 STIP)STIP funding was linked to ESGenvironmental, health, and safety measures, as follows:

EHS Intensity Improvement


Greenhouse Gas Intensity

Safety Intensity

Employee DART Reduction
3
Compensation plan should be easy to administer
Compensation plan should
be easy to administer
[MISSING IMAGE: ic_admin-pn.jpg]


For both 20212023 and 2022,2024, our long-term incentive program will haveLTIPs include only two award types, with a consistent award mix applied to all executive officers:NEOs:
Type of AwardMix for All Executive OfficersNEOs
Restricted Stock UnitUnits40%
Incentive Performance Share UnitUnits60%
EQT CORPORATION20222024 PROXY STATEMENT|4749


Executive Compensation
Annual Incentive Compensation Philosophy
Guiding PrincipleHow itIt Drives ourOur Evolved Compensation Program Design
4
Annual incentive performance metrics should be easy to measure and easy to explain
[MISSING IMAGE: ic_calculate-pn.jpg]


Performance metrics are quantifiable


Company’sOur 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
[MISSING IMAGE: ic_focus-pn.jpg]


Annual incentive planSTIP metrics are designed to ensure performance is impacted by employee actions during the annual performance period
Long-Term Incentive Compensation Philosophy
Guiding PrincipleHow itIt Drives ourOur Evolved Compensation Program Design
6
Long-term incentive program should be market-aligned
[MISSING IMAGE: ic_industry-pn.jpg]


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 developedapplied a performance matrix for 20212023 that reflects an appropriate balance of relative and absolute TSR and continued to apply this approach in the design of the 2022 long-term incentive programLTIP for 2024
7
Performance measures represent keys to long-term value creation
[MISSING IMAGE: ic_represent-pn.jpg]


Beginning inSince 2021, payouts under long-term incentive programs areour 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 its long-term incentive programsthe LTIP are aligned with shareholder feedback and focus the Company’s executive team on enhancing shareholder returns over thea longer-term, three-year performance period by successfully executingthrough successful execution of the Company’s strategy


The Committee recognized the importance to shareholders of achievingalso recognizes that long-term value creation includes key environmental, performancehealth, and safety (EHS) goals

For 2022, the Committee and, to this end, included achievement of net zero emissions, by 2025 with a focus on environmentally responsible operations and organically generated credits, as a meaningful performance payout modifier under its long-term incentive plan2022 LTIP, the performance period for which extends through December 31, 2024
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Executive Compensation
Guiding PrincipleHow It Drives Our Evolved Compensation Program Design
8
Broad long-term incentive eligibility enables all employees to participate in ownership of the Company
[MISSING IMAGE: ic_employees-pn.jpg]


Consistent with our corporate values of Trust, Teamwork, Heart, and Evolution, beginning in January 2021, the Company first introduced our “equity for all,”all” program, with every permanent employee of the Company receiving a long-term equity incentive grant in the form of restricted stock unitsRSUs having a grant date fairan award target value of  $5,000


The “equity for all” grants representedgrant represents a special, discretionary grant to employees who, prior to 2021, were not previously participants in the Company’s long-term incentive program;LTIP; these grants wereare in addition to, and not in lieu of, existing compensation for these employees


Recognizing the success of this program, in 2021, the Committee determined to continuehas continued this program for 2022each year, including in 2023 and again in 2024


All 20212023 RSUs were issued under our shareholder-approvedthe shareholder approved EQT Corporation 2020 Long-Term Incentive Plan and will be settled in shares of Company common stock
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Executive Compensation
The Compensation Process
Establishing Target Total Direct Compensation
In discharging the Board’s responsibilities relating to compensation of our executive officers,NEOs, the Committee establishes the target total direct compensation (base salary plus annual and long-term incentives) for executive officersour NEOs by formulating base salaries and setting annual and long-term incentive targets.
Establishing and Administering the STIP and LTIP
The Committee annually approves plan design, including the performance measures and metrics (target, threshold, and maximum), as well as target payouts, for our annual STIP and the performance measures, including the performance peer group, and potential payouts under the LTIP. These deliberations, spanningwhich 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. After
Once implemented, the endCommittee 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 executive officer.NEO.
Delegation of Grant Authority
The Committee has delegated to Mr. Toby Z. Rice, in his capacity as CEO,a director, the authority to authorize the grant of a limited and specified number of RSUs to:


newly hired or recently promoted employees on the condition that no award exceeds the 50th percentile of the market long-term incentive compensation target in value when taken together with any other related grants awarded to a grantee in the same calendar year; and


employees who participate in the Company’s educational assistance program, on the condition that no individual award exceeds 1,000 shares and provided that the recipient does not otherwise participate in our current long-term incentive award program.
Mr. Rice may not authorize the grant of any awards to an executive officer of the Company. Additionally, all such awards must be made on standard terms approved by the Committee and are reported to the Committee for informational purposes at the next regular meeting of the Committee.
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Executive Compensation
The Committee has not delegated its authority to award equity to any other executive officer.
Role of the Independent Compensation Consultant
The Committee has the sole authority to hire, terminate, and approve fees for compensation consultants, independent legal counsel, and other advisors as it deems necessary to assist in fulfilling its responsibilities. The Committee engaged Meridian Compensation Partners (“Meridian”) as its independent compensation consultant for 2023 compensation decisions applicable to our NEOs. Meridian reports directly to the Committee.
Meridian provides the Committee with market data and counsel regarding executive officer compensation programs and practices (collectively, the “Compensation Consultant Services”), including:


competitive benchmarking;


peer group identification and assessment;


advice and market insight as to the form of, and performance measures for, annual and long-term incentive compensation;


marketplace compensation trends, both generally and within the Company’s industry; and


advice regarding the Company’s annual review of compensation risk.
As part of the Compensation Consultant Services, Meridian also provides the Corporate Governance Committee of the Board with market data and competitive benchmarking for the Company’s non-employee director compensation program.
Representatives of Meridian do not make recommendations on, or approve, the amount of compensation for any executive officer. The Committee may request information or advice directly
EQT CORPORATION2022 PROXY STATEMENT|49

Executive Compensation
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 Company’s CEO and representatives of the Company’s Human Resources and Legal Departments regularly attend Committee meetings. The Committee regularly meets in executive session without members of management present.
The Committee considered the services provided by Meridian, as well as informational responses to questionnaires provided by Meridian to the Company regardingCommittee 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 2021.2023.
Role of Senior Management
The Company’s senior management has anparticipates in ongoing dialogue with the Committee and its independent compensation consultant regarding compensation and plan design. Management provides input relevant to plan design due to its direct involvement in, and knowledge of, the business plan and goals, strategies, experiences, and performance of the Company. Management’s ideas are reviewed with the independent compensation consultant and the Committee. The Committee engages in active discussions with the CEO and the Chief Human Resources Officer of the Company concerning (i) who should participate in programs and at what levels, (ii) which performance measures should be used, (iii) the determination of performance targets, and (iv) whether and to what extent performance measures for the previous year have been achieved. The Company’s CEO and representatives of the Company’s Human Resources and Legal Departments regularly attend Committee meetings. The Committee regularly meets in executive session without any member of management present. The CEO and Chief Human Resources Officer do not participate in decisions relating to their own compensation.
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Executive CompensationEXECUTIVE COMPENSATION
Determining Compensation
Elements of 20212023 Compensation Program
The following highlights the key elements of our executive compensation program for 2021.2023. Base salaries and annual and long-term incentive awards comprise total target direct compensation for our NEOs.
ElementForm of

Compensation
for
2021 2023
DescriptionHighlights for 20212023 Program
FIXED
1
Base Salary
CashProvides base compensation for day-to-day performance of job responsibilities


Our CEO continued to accept a base salary of  $1 for the entirety of 20212023 and, during his tenure at EQT, has never taken a base salary of over $1


Base salaries for other continuing NEOs reflect the Committee’s consideration of generally targetedtargeting the market median


NoLimited adjustments were made to the NEOs’ base salaries in 20212023
PER­FOR­MANCE-BASED, VARI­ABLE
2
Annual Incentives
CashRewards performance during the year based on the achievement of annual performance goals established by the Committee2021
2023 STIP pool funding was based upon specific, measurabledefined performance metrics―specifically, adjusted well cost per foot, adjusted freemeasures:

Free cash flow per share recycle ratio, adjusted(30%)

Total capex spend per Mcfe (15%)

Adjusted gross G&A expense per Mcfe (10%)

Cash operating margin (10%)

Finding and development costs (10%)

EHS metrics―metrics (25%), which consisted of reduction inEHS intensity improvement (15%) and greenhouse gas intensity safety intensity, and employee DARTreduction (10%)
3
Long-Term Incentives


RSUs


PSUs


Encourages improvement in the long-term performance of the Company


Aligns the financial interests of our executivesNEOs with those of our shareholders


2021 LTI2023 LTIP awards for NEOs comprisedconsisted of 60% PSUs and 40% RSUs


20212023 PSUs are tied to performance on a combination of absolute and relative total shareholder return performance over a three-year performance period

2023 RSUs vest pro rata over a three-year period on each anniversary of the grant date
4
Other Compensation


Employee benefit plans and programs that are generally available to all employees


Limited perquisites
Other compensation is generally consistent with that available to all employees


No personal use of Company-leased private aircraft


No Company-funded country club or similar dues


No car allowances or subsidized parking
EQT CORPORATION20222024 PROXY STATEMENT|5153


Executive CompensationEXECUTIVE COMPENSATION
Setting Target Total Direct Compensation for 20212023
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 during the 2019 proxy campaign 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 2020 and 2021.each of the years that followed, including 2023. Accordingly, nearly 100% of Mr. Rice’s compensation is performance-based, variable, and at-risk, and has been since his appointment as our CEO.
Consistent with the Company’s compensation philosophy, the Committee intended that Mr. Rice’s 20212023 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.
Other Named Executive Officers
In setting 20212023 target total direct compensation for the Company’s other NEOs, including Mr. Knop, who was appointed as our Chief Financial Officer in July 2023, the Committee intended for 20212023 compensation to reflect aan appropriate mix of base salary, annual incentive awards, and long-term incentive awards, which, in the aggregate, generally approximated the market median for each NEO’s respective position based on compensation peer group benchmarking data provided by Meridian andwith an emphasis on performance-based compensation.
The Committee’s discussions and deliberations regarding the establishment of 2023 compensation while also considering for our NEOs took place over the course of several meetings in late 2022 and early 2023 and, in establishing 2023 compensation for our other NEOs, the Committee considered:

each NEO’s current target total cash compensation, comprised of base salary plus target annual incentive award, as compared to the market, including the 25th, 50th, and 75th percentiles of target total cash compensation for that NEO’s position;

each NEO’s current target total direct compensation amount, comprised of base salary plus target annual incentive awards and long-term incentive award values, as compared to the market, including the 25th, 50th, and 75th percentiles of target total direct compensation amount for that NEO’s position; and

individual circumstances, such as proven experience, and importanceunique attributes of the NEO’s role, and importance to the Company.
In each case, market compensation data reviewed by the Committee was determined based on compensation peer group data provided by Meridian (see “Benchmarking” below).
The components of 20212023 compensation for each of the other NEOs isare discussed in detail below.
Benchmarking
Under the Committee’s direction, Meridian assisted the Committee in developing appropriate peer groups to utilize for compensation and performance benchmarking.
2021 Compensation Peer Group
The Committee utilizes a compensation benchmarking peer group as part of its annual compensation process to evaluatebenchmark the competitiveness, and benchmark the structure, and design of the Company’s executive compensation. Thecompensation program.
In the fall of 2022, the Committee, annually reviews potential changes to the compensation peer group with assistance from Meridian, and generally targetsperformed a review of the Company’s compensation benchmarking peer group to assess the continued appropriateness of between 12 and 15the peer companies.group for 2023. The characteristics of existing peer group companies that were considered by the Committee in conducting this review, together with the resulting changes to the Company’s 2023 compensation benchmarking peer group, are described below.
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EXECUTIVE COMPENSATION
Designing the 2023 Compensation Benchmarking Peer Group
In selecting the Compensation Peer Group (as defined below) for 2023, the Committee began with a review and assessment of the existing 2022 compensation benchmarking peer group. In assessing the existing peer group, for 2021 (the “Compensation 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, together with recent developments affecting certain existingreserves. The Committee considered these measures of size and industry characteristics to be the most important factors in selecting an appropriate set of peer companies against which to assess executive compensation decisions, including pay levels.
The Committee evaluated the relative position of the Company within the peer group companies. Basedbased on this assessment,these various measures of company size and percentage of dry gas production and, in doing so, also took into consideration anticipated growth in the size of the Company expected to result from the then-pending Tug Hill and XcL Midstream Acquisitions.
After evaluating various possible additions to the peer group for 2023, the Committee, having considered various factors including relative size (specifically, enterprise value, market capitalization, assets, and revenue, as compared to EQT) and dry gas as a percentage of reserves, determined to add Hess and Pioneer Natural Resources to the Compensation Peer Group for 2023. The Committee believes these additions served to enhance the utility of the peer group by better aligning the overall peer group with the Company. Continental Resources, Inc. ceased to be a publicly traded company, and the Committee determined to remove fourit from the 2023 compensation peer group for this reason.
The Committee believes that the resulting 2023 compensation peer group represents an appropriate mix of companies relevant to the existingCompany’s business and size.
These updates to the 2023 compensation peers, as follows:peer group are summarized below:
Removed from 2022 Compensation
Benchmarking
Peer Group(1)
Basis for Removal
Chesapeake Energy Corporation
Whiting PetroleumContinental Resources, Inc.
Bankruptcy
Oasis Petroleum Inc.
SM Energy Company
Market capitalization declineCeased to be publicly traded in November 2022
(1)
The Committee retained Noble Energy (acquired by Chevron in the fourth quarter of 2020) as a member of the compensation benchmarking peer group for purposes of 2021 executive compensation benchmarking.
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Executive Compensation
The Committee then considered potential additions to the Compensation Peer Group, seeking to identify additional peers with a size of between one-third to three times the size of EQT having a meaningful percentage of reserves consisting of dry gas. Based upon this assessment, the Committee added the following peers to the Compensation Peer Group for 2021:
Added to Compensation
Benchmarking
Peer Group for 2023
Rationale
ComstockHess Corporation
Pioneer Natural
Resources Inc.
Concho Resources, Inc.(1)
Continental Resources, Inc.
Devon Energy CorporationCompany

These additionsAddition of these larger peer companies served to increasebetter align the size ofCompany with the peer group to 15 peer companies and positioned EQT toward the median of the peer group on various key size metrics

Natural gas represents a meaningful percentage of total proved reserves
2023 Compensation Benchmarking Peer Group
(1)
Concho Resources Inc. was subsequently acquired by ConocoPhillips inAs a result of the first quarter of 2021.
The resultingabove changes, the Company’s Compensation Benchmarking Peer Group for 20212023 (the “Compensation Peer Group”) was as follows:
20212023 Compensation Benchmarking Peer Group(1)
Antero Resources Corporation
Apache
APA
Corporation
Cabot Oil & Gas
Chesapeake Energy
Corporation
Cimarex Energy Co.

CNX Resources Corporation
Coterra Energy, Inc.
Comstock Resources, Inc.
Concho Resources Inc.
Continental Resources, Inc.
Comstock Resources, Inc.
Devon Energy Corporation
Murphy
Diamondback Energy, Inc.
Hess Corporation
Marathon
Oil Corporation
Matador Resources Co.
NobleMurphy Oil Corporation
Ovintiv Inc.
PDC
Energy, Inc.
Ovintiv Inc.

Pioneer Natural Resources Co.
Range Resources Corporation

Southwestern Energy Company
WPX Energy, Inc.
(1)

Please refer to Appendix B for a comparison of certain financial and other metrics considered by the Committee when it constructed the 20212023 Compensation Benchmarking Peer Group.
2021
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EXECUTIVE COMPENSATION
2023 Compensation Decisions
This section discusses 20212023 compensation decisions for our NEOs for each element of compensation (see “Elements of 20212023 Compensation Program” above)).
[MISSING IMAGE: tm223361d1-pc_pcneos4pn.jpg]2023 Compensation Mix
[MISSING IMAGE: pc_pcneos4-pn.jpg]
(1)

RepresentsReflects 2023 compensation, as reported in the Summary Compensation Table, for our continuing NEOs other than our Chief Executive Officer. Specifically, this graphic illustrates the average of the percentages of salary, annual incentive, and equity award for 20212023 for each of our NEOs, other than Mr. Rice, based on the amounts shown in each of the salary, stock awards,Ms. Evancho and non-equity incentive plan compensation columnsMessrs. Duran, Jordan, and Knop, as presented in the Summary Compensation Table below.(with Company contributions to the 401(k) plan treated as part of salary for purposes of this illustration).
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Executive Compensation
20212023 Base Salary
Base salaries are ordinarily considered annually by the Committee and, where appropriate, adjusted at the beginning of each calendar year. TheIn early 2023, the Committee engaged in its annual benchmark assessment of executive annual base salaries. Other than for Ms. Evancho, the Committee made no adjustments to the base salary of any of our NEOs for 2021.2023. The Committee determined to increase Ms. Evancho’s base salary from $312,000 to $350,000 in connection with its review of benchmarking information of similarly-situated executive officers (please refer to “Setting Target Total Direct Compensation for 2023” above for further discussion of the Committee’s process for establishing 2023 target total direct compensation for our NEOs).
As a result, the 2021 base salaries of our NEOs for 2021 remained2023 were set as follows:
Named Executive Officer20212023 Base Salary

($)
Toby Z. Rice1
David M. KhaniJeremy Knop540,000500,000(1)
Richard A. Duran380,000
Lesley Evancho312,000350,000(2)
William E. Jordan450,000
David M. Khani540,000
2021
(1)
Annual base salary shown for Mr. Knop for his role as Chief Financial Officer was effective upon his promotion to the Chief Financial Officer role, effective July 24, 2023.
(2)
Annual base salary for Ms. Evancho for 2023 was increased from $312,000 to $350,000, effective March 6, 2023.
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EXECUTIVE COMPENSATION
2023 Annual Incentives
OverviewOVERVIEW
Annual cash incentive awards are designed to link annual incentive compensation opportunity with achievement of performance goals that are set annually by the Committee.
The 20212023 STIP performance measures are based upon a combination of financial and operational efficiencyenvironmental, health, and safety performance measures as well as EHS measures, which are designed to align annual incentive opportunity with the Company’s strategic objectives.
Determination of 20212023 Target Annual Incentive Awards
Each year, typically in early February, the Committee establishes an annual incentive award target for each NEO. For 2021,The Committee made the Committee determined to make no adjustments todetermination for the NEOs’ annual incentive target award for the NEOs. The Committee made this determinationawards after taking into consideration market compensation benchmarking data from the Company’s 2021 Compensation Peer Group (discussed above) compiled by Meridian.Group.
Accordingly, the 20212023 STIP targets for our NEOs remained unchanged from 2020, and were as follows:
Named Executive Officer20212023 Annual Incentive Target

($)
Toby Z. Rice1,000,000
David M. KhaniJeremy Knop540,000450,000(1)
Richard A. Duran215,000
Lesley Evancho214,500227,500
William E. Jordan360,000
David M. Khani540,000
(1)
2023 STIP target amount for Mr. Knop was established by the Committee in connection with his promotion to the role of Chief Financial Officer, effective July 24, 2023.
Setting Performance Metrics for the 20212023 Annual Incentive Awards and Determining 20212023 Annual Incentive Award Funding
TheAs described above, the Committee designed the 20212023 STIP metrics to align annual incentive compensation opportunity with a focus on achieving the Company’s key strategic priorities for 2021. The Committee believes the 2021 STIP performance incentives are aligned2023 and aligning potential payouts with the interests of our shareholders.
In setting performance measures and metrics for the 20212023 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 2021. 2023. The Committee also examined the prevalence of various financial and non-financial annual incentive plan performance measures utilized by peers in their annual incentive plan design and considered this peer benchmarking in assessing the design of the Company’s 2023 STIP.
In doing so, the Committee reviewed the approach and methodology applied in determiningdeveloping the variousthreshold, target, and maximum values for each of the proposed performance metricsmeasures and assessed the degree of challenge required to achieve each of the various thresholds, targets, and maximums. Among other items, in assessing the degree of challenge, the Committee also considered the Company’s actual 2022 performance, relative to the proposed threshold, target, and maximum performance metric values, for each of the proposed performance measures. Additionally, in setting the threshold, target, and maximum performance metric values for 2023 for free cash flow per share―a performance measure that is sensitive to changes in market commodity prices for natural gas―the Committee considered the relative declines in NYMEX natural gas commodity prices, as compared to the prior year.
In early 2021,2023, the Committee
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Executive Compensation
approved the performance measures, as well as the specific metrics for measuring threshold, target, and maximum performance, and established the associated payout
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EXECUTIVE COMPENSATION
multiples under the 20212023 STIP. The approved performance measures and metrics for the 20212023 STIP are set forth in the table below.
Notably, for 2023, the Committee determined to replace the “recycle ratio” performance measure, which was utilized as a performance measure under the Company’s 2022 STIP, with “cash operating margin” and “finding and development costs,” each measured on a dollars per Mcfe basis. The Committee believes that these two new performance measures, which previously represented the components of the recycle ratio performance measure, would be more clearly understood by employees, and thus serve to better incent employee performance in line with the Company’s strategic goals. The Committee also noted that the recycle ratio performance measure was generally not found in peer company annual incentive plan designs.
Additionally, the Committee determined to increase the weighting of the existing “EHS intensity improvement” performance measure from 10% to 15% for 2023, and to eliminate “DART,” which previously represented 5% of the prior-year STIP plan funding, as a separate performance measure for 2023. In making this change, the Committee viewed performance objectives underlying the prior DART performance measure as being appropriately covered within the scope of the existing EHS Intensity Improvement measure, which measures Company performance across a range of key environmental, health, and safety categories, including injuries, accidents, near misses, and notices of violation and other environmental impacts. Further, the Committee believes this change also served to simplify the 2023 STIP by eliminating the overlapping DART performance measure. Appendix A contains additional information regarding the definition and calculation of this performance measure.
For 2021,2023, the Committee introducedretained reduction of greenhouse gas intensity as a new performance measure under the 2021 STIP. Reduction of greenhouse gas intensity is an important component of2023 STIP, recognizing its importance to the Company’s ESG strategy. The Committee believes including this environmental performance measure isstrategy in 2023 as a meaningful way to link NEOs’ annual incentive compensation opportunity with continued achievement of the Company’s greenhouse gas intensity reduction goals.
The Committee consulted with, and considered input from, the Public Policy and Corporate Responsibility Committee (the “PPCR”), which monitors and oversees the environmental components of the Company’s ESG strategy, in developing the greenhouse gas intensity reduction performance measure. The PPCR was supportive of including this new environmental-focused performance measure, as well asestablishing the threshold, target, and maximum performance thresholds selected.metrics. Appendix A contains additional information regarding howthe definition and calculation of this performance measuremeasure.
The 2023 STIP contemplates automatic adjustments for certain extraordinary items to encourage our executives to make decisions for the Company without regard to annual incentive compensation when considering these types of extraordinary items. Accordingly, the provisions of the 2023 STIP exclude from the calculation of performance measures the direct and indirect impacts of acquisitions and/or dispositions during the plan year for which the consideration exceeded $100 million and, in the Committee’s discretion, for which the consideration was definedbetween $50 million and calculated.$100 million (in each case, if not contemplated by the original business plan). The Tug Hill and XcL Midstream Acquisitions, which was completed on August 22, 2023, exceeded this threshold, and, as a result, the direct and indirect impacts of this transaction were automatically excluded under the plan provisions from the calculation of the 2023 STIP performance measures. The 2023 STIP would also have adjusted performance metrics to account for the impacts of any discontinued operations during the year, however, no such adjustments were made for 2023.
Additionally, to avoid undue negative or positive effects on possible incentive amounts, the Committee also retains the discretion to adjust the determination of the incentive pool, including to increase, reduce, or eliminate the final incentive pool amount. The Committee did not exercise discretion to adjust for any such extraordinary items for 2023.
The actual performance results for 2021 and2023, together with the associated resulting funding multiple for each performance measure, is alsoare provided in the table below. These individual funding multiples resulted in a total aggregate funded incentive performance pool of 1.81.05 times the target incentive pool funding amount.
EQT CORPORATION2022 PROXY STATEMENT58|55
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Executive CompensationEXECUTIVE COMPENSATION
Percent of
Pool Funding
Performance Measure(1)
Performance
Metric
Actual
Results
Funding
Multiple(2)
[MISSING IMAGE: tm223361d1-pc_freecashpn.jpg]
30%Free Cash Flow Per Share
Thresholdtd.60$2.322.00x
Targettd.93
Maximumtd.20
[MISSING IMAGE: tm223361d1-pc_environpn.jpg]
25%Environmental, Health and Safety
Greenhouse Gas Intensity Reduction (10%)
Threshold2%14.91%2.00x
Target4%
Maximum6%
Safety Intensity Improvement (10%)
Threshold(25%)37.44%1.69x
Target10%
Maximum50%
Employee DART (5%)
Threshold0.450.002.00x
Target0.30
Maximum0.15Percent of
Pool Funding
Performance Measure(1)
Performance
Metric
Actual
Results
Funding
Multiple(2)
[MISSING IMAGE: tm223361d1-pc_recyclepn.jpg]
[MISSING IMAGE: tm223361d1-pc_recyclepn.jpg]
20%Recycle Ratio
[MISSING IMAGE: pc_freecash-pn.jpg]
30%Free Cash Flow Per Share
Threshold3.163.641.92xThresholdtd.65$2.470.7x
Target3.42Target$3.87
Maximum3.66Maximum$7.67
[MISSING IMAGE: tm223361d1-pc_adjustpn.jpg]
[MISSING IMAGE: tm223361d1-pc_adjustpn.jpg]
15%Adjusted Well Cost Per Foot
[MISSING IMAGE: pc_environ-pn.jpg]
25%Environmental, Health and Safety
Threshold$770$6901.62xEnvironmental, Health and Safety
Intensity Improvement (15%)
Target$721Threshold(15%)22%1.2x
Maximum$670Target15%
[MISSING IMAGE: tm223361d1-pc_adjustgrosspn.jpg]
[MISSING IMAGE: tm223361d1-pc_adjustgrosspn.jpg]
10%Adjusted Gross G&A Expense Per Mcfe ($MM)Maximum50%
Threshold$0.13$0.1201.04xGreenhouse Gas Intensity Reduction (10%)
Target$0.12Threshold23%39%2.0x
[MISSING IMAGE: pc_environ-pn.jpg]
Target25%
Maximum27%
[MISSING IMAGE: pc_recycle-pn.jpg]
15%Total Capex Per Mcfe ($/Mcfe)
Threshold$0.93$0.910.7x
Target$0.88
Maximum$0.83
[MISSING IMAGE: pc_adjust-pn.jpg]
10%Adjusted Gross G&A Expense Per Mcfe ($/Mcfe)
Threshold$0.15$0.122.0x
Target$0.14
[MISSING IMAGE: pc_adjust-pn.jpg]
Maximum$0.13
[MISSING IMAGE: pc_operate-pn.jpg]
10%Cash Operating Margin ($/Mcfe)
Threshold$3.00$3.111.1x
Target$3.10
[MISSING IMAGE: pc_operate-pn.jpg]
Maximum$3.20
[MISSING IMAGE: pc_develope-pn.jpg]
10%Finding and Development Costs ($/Mcfe)
Threshold$0.47$0.470.5x
Target$0.44
[MISSING IMAGE: pc_develope-pn.jpg]
Maximum$0.41
Maximum$0.11$0.1201.04xTotal funded incentive performance pool 1.05x
Total funded incentive performance pool 1.80x
(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 20212023 STIP. As discussed in greater detail in Appendix A, for purposes of the 2023 STIP, cash operating margin was calculated using constant commodity prices, with commodity prices held constant for this metric to avoid the undue positive or negative effect of prices that are beyond the control of the NEOs and may be volatile. No such adjustment was applied in calculating free cash flow per share. Free cash flow per share was calculated using the average of the shares outstanding at the end of each calendar month, adjusting for share repurchased (added back to outstanding) and shares issued in equity offerings or as consideration for acquisitions (subtracted from outstanding).
(2)

Funding multiple was determined based upon actual performance, as outlined in the following table:
Performance Metric Level of Achievement
Payout Factor Applied(a)
Threshold0.5
Target1.0
Maximum2.0
(a)

Performance between stated levels is assessed based on linear interpolation in each case. Performance below the “threshold” level would resulthave resulted in a zero payout for the applicable performance measure.
(3)
As discussed in greater detail in Appendix A, for purposes of the 2021 STIP, Recycle Ratio 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 plan participants and may be volatile. No such adjustment was applied in calculating Free Cash Flow per share. Under the 2021 STIP, the Committee adjusts for certain extraordinary items, typically those that are unusual or strategic in nature (e.g., certain large acquisitions and dispositions, debt repurchases, and certain impairments), to encourage the executives to make decisions for the Company without regard to his or her annual incentive compensation when considering these types of extraordinary items. The Committee also had the discretion, but not the obligation,
56
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Executive CompensationEXECUTIVE COMPENSATION
to adjust for items not contemplated in the original business plan to avoid undue negative or positive effects on possible annual incentive amounts. The Committee did not adjust for any such extraordinary items for 2021.
After determininggenerally applied the pool available for distribution, the Committee determined the value of the award to each eligible NEO by multiplying his or her 2021 STIP target value by the 20212023 STIP funding multiple of 1.8, which resulted in1.05 to determine the 2023 STIP award payments for the NEOs, with no NEO receiving a 20212023 STIP award payment exceeding 1.05 times target. The table below presents the 2023 annual incentive award to each eligible NEO as set forth in the table below.payments:
Named Executive Officer(1)
20212023 Annual Incentive Award
Payment
($)
Toby Z. Rice1,800,0001,050,000
David M. KhaniJeremy T. Knop972,000472,500
Richard A. Duran387,000225,750
Lesley Evancho386,100228,875
William E. Jordan648,000378,000
2021
(1)
Mr. Khani’s employment with the Company terminated effective as of July 31, 2023; accordingly, he did not receive a 2023 STIP payment.
2023 Long-Term Incentive Awards
Over the course of several meetings in late 20202022 and early 2021,2023, the Committee designed the 2021 long-term incentive program2023 Long-Term Incentive Plan (“2023 LTIP”) to align the long-term incentive compensation opportunity of the Company’s NEOs with the interests of shareholders and achieve the following objectives:


drive appropriate performance by our NEOs, consistent with achieving our evolving business objectives;


be market competitive to allow us to attract and retain the highest-quality executive leadership;


be tax efficient;


minimize earnings volatility; and


achieve a portfolio approach to performance metrics.
The Committee’s considerations also included:


market data regarding the long-term incentive design for the 2021 Compensation Peer Group;


the appropriate way to incentivize executivesNEOs toward the success of the Company;


existing long-term incentive programs and their combined influence on focusing executiveNEO behavior on critical activities;


the availability of EQT shares under shareholder-approved plans;


the views shared by large shareholders, including during the Company’s 2019 proxy contest;shareholders; and


the views of the larger 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 20212023 long-term incentive compensation program, for our NEOs, as outlined below.
2021
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EXECUTIVE COMPENSATION
2023 Long-Term Incentive Award Mix
Percent of

Awarded Value
Type of

Award
 Rationale and DescriptionPeriod
[MISSING IMAGE: tm223361d1-pc_incentivepn.jpg][MISSING IMAGE: pc_incentive-pn.jpg]
60%Incentive
PSUs


20212023 Incentive PSUs directly link executive pay with an appropriate mix of absolute and relative total shareholder return (“TSR”) performance


All metrics utilize a three-year performance period
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Executive Compensation
Percent of
Awarded Value
Type of
Award
 Rationale and DescriptionPeriod

20212023 Incentive PSUs will be settled in shares of EQT common stock

Three-year performance period
[MISSING IMAGE: tm223361d1-pc_timebasedpn.jpg][MISSING IMAGE: pc_timebased-pn.jpg]
40%Time-Based
RSUs


RSU awards are a strong retention tool for executives and align executives’NEOs’ interests with the long-term interests of shareholders


RSUs granted in 20212023 will be settled in shares of EQT common stock


RSUs granted in 20212023 vest pro rata over a three-year period on each anniversary of the grant date(1)
2021
(1)
As discussed above, in connection with Mr. Knop’s promotion to Chief Financial Officer effective July 24, 2023, Mr. Knop also received a one-time award of RSUs with a grant value of  $300,000 that will cliff vest on the five-year anniversary of the grant date.
2023 Incentive Performance Share Units
In designing the 20212023 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.
20212023 Performance Peer Group
The Committee designated a performance peer group (the “Performance Peer Group”) for purposes of evaluating the Company’s relative TSR performance. In selecting the Performance Peer Group, the Committee started with the Compensation Peer Group (see “Benchmarking” above) and discussed and implemented the following enhancements to establish a better measure of relative Company performance:
EnhancementRationale
Assign a weighting of  “two times” to each of the sixseven Compensation Peer Group companies that had the highest percentage of dry gas reservesThe vastsignificant majority of EQTsEQT’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
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EXECUTIVE COMPENSATION
As a result, the Company’s Performance Peer Group for 2021 is2023 was as follows:
20212023 Performance Peer Group1
Antero Resources Corporation Assigned a Weighting of Two Times (2x)
Apache Corporation
Cabot Oil & Gas Corporation (2x)
Cimarex Energy Co.
 Assigned a Weighting of One Times (1x)

Antero Resoruces Corporation

Chesapeake Energy

CNX Resources Corporation (2x)
Continental Resources, Inc.

Comstock Resources, Inc. (2x)
Devon

Coterra Energy, Inc.

Range Resources Corporation
Murphy Oil Corporation

Southwestern Energy Company

APA Corporation

Devon Energy Corporation

Diamondback Energy Inc.

Hess Corporation

Marathon Oil Corporation

Matador Resources Company

Murphy Oil Corporation

Ovintiv Inc.
Range

PDC Energy, Inc.

Pioneer Natural Resources Corporation (2x)
Southwestern Energy Company (2x)

S&P 500 Index
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Executive Compensation
(1)
Concho Resources Inc., Noble Energy, Inc., and WPX Energy, Inc. are not included as these companies were acquired prior to the 2021 Incentive PSU grant date. Please refer to Appendix B for a comparison of certain financial and other metrics considered by the Committee in constructing the 2021 Performance Peer Group.
Performance Matrix
In establishing the performance metrics and related payout factors for the absolute and relative TSR matrix, the Committee discussed and considered the goals and objectives of the Company for 2021.2023. The resulting performance payout factor matrix under the 20212023 Incentive PSU Program, which will be determined based onupon the Company’s performance over the three-year performance period of January 1, 20212023 through December 31, 2023,2025, is as follows:
Overall Payout Factor (2021 Incentive PSU Program)Preliminary Payout Factor (2023 Incentive PSU Program)
Abso­lute
TSR (CAGR)
15%0.75x1.00x1.5x1.75x2.00xAbso­lute
TSR (CAGR)
15%0.75x1.00x1.5x1.75x2.00x
10%0.50x0.75x1.25x1.50x1.75x10%0.50x0.75x1.25x1.50x1.75x
5%0.25x0.50x1.00x1.25x1.50x5%0.25x0.50x1.00x1.25x1.50x
0%000.75x1.00x1.25x0%000.75x1.00x1.25x
(5%)000.50x0.75x1.00x(5%)000.50x0.75x1.00x
<25th percentile
25th percentile
50th percentile
75th percentile
≥90th percentile
<25th percentile
25th percentile
50th percentile
75th percentile
≥90th percentile
Relative TSR Percentile Ranking(1)
Relative TSR Percentile Ranking(1)
(1)

Relative TSR percentile ranking is determined by comparing the Company’s total shareholder returnTSR over the three-year performance period against the TSR of the companies included in the Performance Peer Group discussed above.Group.
The Committee maintains discretion under the terms of the 20212023 Incentive PSU Program to make appropriate adjustments to the determinations of performance measures.
2021 Restricted Stock Unit Awards
The 2021 RSU awards were granted to our NEOs on February 10, 2021. These RSU awards vest pro rata over a three-year period on each anniversary of the date of grant.
2021 Long-Term Incentive Awards to our Named Executive OfficersNAMED EXECUTIVE OFFICERS’ 2023 LONG-TERM INCENTIVE AWARDS
Each NEO’s 2021total 2023 target long-term incentive award value is presented below. Based on the award mix described above, theThe table also shows the number of RSUs and PSUs that were awarded based on the award target value. In establishing these target award values, the Committee utilized market data provided by Meridian and applied the principles for setting total direct compensation discussed above. To ensure consistency of approach with the long-term incentive awards granted to non-executive officer long-term incentive plan participants, whose awards were granted on January 1, 2021, theThe average closing price of the Company’s common stock on December 31, 2020each trading day within the 30-calendar-day period preceding February 1, 2023 ($12.71)33.63), was used to determine the number of shares awarded to each NEO (i.e., for each NEO, the 20212023 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 $12.71$33.63 and rounded to the nearest 10 shares to determine the share amounts set forth below). For this reason, the grant date fair values of these awards shown in the compensation tables in the sections below are greater than the target award values.
Named Executive Officer2021 Target Long-Term
Incentive Award Value
($)
2021 Time-Based
RSUs (40%)
2021 Incentive
PSU Program (60%)
Toby Z. Rice9,000,000283,250424,870
David M. Khani2,500,00078,680118,020
Richard A. Duran1,000,00031,48047,210
Lesley Evancho1,014,00031,92047,870
William E. Jordan2,000,00062,95094,420
Except as noted below, the 2023 long-term incentive awards (in the form of RSUs and PSUs, as described above) were granted to our NEOs on February 13, 2023. The RSU awards vest pro rata
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Executive CompensationEXECUTIVE COMPENSATION
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.
Named Executive OfficerTotal 2023 LTIP
Award Value
($)
2023 Time-Based
RSUs (40%)
(#)
2023 Incentive
PSU Program (60%)
(#)
Toby Z. Rice9,000,000107,050160,580
Jeremy Knop2,360,000(1)25,66018,220
Richard A. Duran1,000,00011,90017,850
Lesley Evancho962,50011,45017,180
William E. Jordan2,000,00023,79035,690
David M. Khani2,500,00029,74044,610
(1)
Mr. Knop’s 2023 long-term incentive award value shown in the table above reflects (i) the 2023 LTIP award originally granted to Mr. Knop on February 13, 2023, in respect of his prior role as the Company’s Executive Vice President Corporate Development and (ii) an additional 2023 LTIP award granted on July 24, 2023, in connection with Mr. Knop’s promotion to the role of Chief Financial Officer. Additionally, in connection with Mr. Knop’s promotion to the role of Chief Financial Officer, on July 24, 2023, Mr. Knop received a one-time award of RSUs with a grant target value of  $300,000, which RSUs vest on the fifth anniversary of the grant date (the value of this one-time award is not reflected as part of the table above). Details regarding these awards to Mr. Knop can be found in the 2023 Grants of Plan-Based Awards Table and related footnotes below.
CERTIFICATION OF PERFORMANCE UNDER PREVIOUSLY AWARDED LONG-TERM INCENTIVE PROGRAMS
The performance period for the PSUs awarded under the 2021 Incentive PSU Program ended December 31, 2023. In early 2024, the Committee certified the Company’s actual performance against the performance measures for the 2021 Incentive PSU Program. The payout for the 2021 Incentive PSU Program was calculated using a payout multiple of 1.5x based upon the combined result of the Company’s absolute and relative total shareholder return performance, relative to the Company’s 2021 performance peer group, over the three-year performance period commencing January 1, 2021. Each of the NEOs other than Mr. Knop participated in the 2021 Incentive PSU Program. Please refer to the Company’s definitive proxy statement on Schedule 14A filed on February 24, 2022, for additional information regarding the 2021 Incentive PSU Program.
Other Compensation Components
Health and Welfare BenefitsHEALTH AND WELFARE BENEFITS
TheFor 2023, the NEOs participateparticipated in the same health and welfare benefit plans offered to other EQT employees, including medical, prescription drug, dental, vision, short- and long-term disability, wellness, and employee assistance programs. The same contribution amounts, deductibles, and plan design provisions are generally applicable to all employees.
Retirement ProgramsRETIREMENT PROGRAMS
The NEOs participate in the same defined contribution 401(k) plan as other EQT employees and on the same terms as other employees. The Company has nodoes not have any defined benefit retirement plan,plans, supplemental executive retirement plan,plans, or deferred compensation obligations to any employee.employees.
PerquisitesPERQUISITES
Taking into consideration shareholder feedback, beginning in 2019,The Company follows an approach of limiting the Committee eliminated numerous categories of executive perquisites that were previouslyare available to the management team (prior to the 2019 proxy campaign). The Company continues to maintain a travel security insurance policy for the Company’s CEO, as disclosed in the Summary Compensation Table below.our executives.
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
EQT CORPORATION2024 PROXY STATEMENT|63

EXECUTIVE COMPENSATION
employment. The Committee adopted the Severance Plan to transition away from the Company’s legacy approach of entering into individual confidentiality, non-solicitation, and non-competitionseverance agreements with executive officersexecutives and certain other key employees―which individual agreements previously served as the vehicle for severance arrangements between the Company and individual executives and key employees―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 the comparable severance benefits that existedthose provided under the Company’s form of legacy confidentiality, non-solicitation, and non-competition agreement.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. ParticipantsAccordingly, no participants in the executive severance planSeverance Plan are not party to individual severance-related agreements with the Company.
See “Potential Payments Uponupon Termination or Change of Control” below for more detailinformation regarding the Company’s Executive Severance Plan, the Confidentiality, Non-Solicitation, and Non-Competition Agreements,individual severance arrangements, and change of control provisions under the EQT Corporation 2020 LTIP,Long-Term Incentive Plan (“2020 LTIP”), including the value of the benefits provided in various circumstances under the plan.
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
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Executive Compensation
tax deduction for such excess parachute payments. Agreements with the executive officersexecutives 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.
Equity Ownership Guidelines
We have adopted Equity Ownership Guidelines to further ensure commonality of interest between our NEOs and shareholders. By encouraging NEOs to accumulate and hold a minimum level of ownership, our executive compensation program ensures that pay remains at risk not only with regard to outstanding awards but also with regard to appreciation of vested awards.
Our equity ownership
requirements for our CEO
8 times
base salary
Our equity ownership
requirements for all other NEOs
3 times
base salary
Each of our currently serving NEOs owns qualifying holdings of EQT stock well in excess of the level of equity ownership contemplated by the Company’s Equity Ownership Guidelines. In the case of our CEO, whose base salary for 2023 was $1, we note that the value of Mr. Rice’s aggregate qualifying holdings for purposes of the Equity Ownership Guidelines was $58,170,436, which amount is well in excess of 8x the median base salary for CEOs in the Company’s Compensation Peer Group.
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As of December 31, 2021,2023, our currently serving NEOs’ holdings relative to their equity ownership guidelines were as set forth below:
Name (Year of Executive
Officer Status)
Ownership Guidelines
(multiple of Base Salary)
Actual
Multiple of
Base Salary
Owned
Value Required
by Ownership
Guidelines
($)
Aggregate
Qualifying Value
Owned
($)
NameOwnership Guidelines
(multiple of Base Salary)
Actual
Multiple of
Base Salary
Owned
Value Required
by Ownership
Guidelines
($)
Aggregate
Qualifying Value
Owned
($)
Toby Z. Rice (2019)• • • • • • • •8x***Toby Z. Rice• • • • • • • •8x**58,170,436
David M. Khani (2020)• • •3x7.1x1,620,0003,847,835Jeremy T. Knop• • •3x3.7x1,500,0001,832,140
Richard A. Duran (2019)• • •3x8.3x1,140,0003,164,290Richard A. Duran• • •3x18.0x1,140,0006,833,160
Lesley Evancho (2019)• • •3x10.3x936,0003,225,990Lesley Evancho• • •3x17.8x1,050,0006,217,414
William E. Jordan (2019)• • •3x19.5x1,350,0008,775,129William E. Jordan• • •3x33.7x1,350,00015,172,477
*

The value of Mr. Toby Rice’s aggregate qualifying holdings for purposes of the Equity Ownership Guidelines was $15,512,363,$58,170,436, which amount significantly exceeds the 8x multiple of his current base salary of  $1. This amount also exceeds 8x the median base salary for CEOs in the Company’s compensation peer group.
Qualifying holdings include EQT stock owned directly, time-based restricted shares and restricted stock units,RSUs, and performance-based awards for which only a service condition remains (otherremains. Importantly, performance-based awards orfor which the performance conditions have not been satisfied and options are not counted).counted as qualifying holdings under our stock ownership guidelines. The ownership guidelines are mandatory; however, there is no deadline for achieving the ownership thresholds, and executivesNEOs are not required to purchase EQT stock. The net shares or units acquired through incentive compensation plans (e.g., through the exercise of options or the vesting of restricted shares or restricted stock units)RSUs) must be retained if an executivea NEO has not satisfied the executive’sNEO’s ownership target. An executive’sA NEO’s failure to meet the equity ownership guidelinesEquity Ownership Guidelines may influence an executive’ssuch NEO’s mix of cash and non-cash compensation.
EQT Corporation Clawback Policy
The Company has historically maintained a compensation recoupment, or “clawback,” policy applicable to current and former executive officers of the Company, whereCompany.
In 2023, the NYSE adopted new listing standards addressing policy requirements for the mandatory recovery of executive incentive-based compensation by issuers with securities listed on the exchange. Following the adoption of these NYSE listing standards, the Committee approved and adopted the EQT Corporation Clawback Policy, which replaced our prior policy and adheres to the listing standards of the NYSE and the rules of the SEC. In the event the Company may, in certain circumstances, recoup certain annual and long-term incentive compensation paidis required to the covered individuals in the event ofprepare an accounting restatement, duethe policy provides for the mandatory recovery of erroneously awarded incentive-based compensation received by current or former executive officers during the coverage period to material non-compliance withthe extent that compensation was based on the attainment of a financial reporting requirements under U.S. securities laws.measure. Under the policy, the Committee will require recoupment if it determines that incentive-based compensation received by an executive exceeds the amount of incentive-based compensation that otherwise would have been received, had it been calculated based on the restated amounts.
EQT CORPORATION20222024 PROXY STATEMENT|6165


Executive CompensationEXECUTIVE COMPENSATION
Compensation Committee Report
We have reviewed and discussed the Compensation Discussion and Analysis (the “CD&A”) required by Item 402(b) of Regulation S-K with the management of EQT Corporation. Based on our review and discussions, we recommended to the Board of Directors that the CD&A be included in the EQT Corporation proxy statement for the 2022 annual meetingEQT Corporation’s 2024 Annual Meeting of shareholders.Shareholders.
This report is not soliciting material, is not deemed to be filed with the SEC, and is not to be incorporated by reference in any filing of EQT Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
This report has been furnished by the Management Development and Compensation Committee of the Board of Directors.
Hallie A. Vanderhider, Chair

Lydia I. Beebe

Kathryn J. Jackson, Ph.D.

James T. McManus II

Anita M. Powers
6266|ir.eqt.com


Executive CompensationEXECUTIVE COMPENSATION
Compensation Policies and Practices and Risk Management
Risk Management Assessment
Members of the Company’s seniorexecutive management, together with our Manager Enterprise Risk and representatives from our Legal and Human Resources departments, with the assistance of the Committee’s independent compensation consultant, conducted a risk assessment of the design of the Company’s compensation programs for all employees. The results of such assessment were presented to the Committee. Based on the assessment, the Company and the Committee believe that the Company’s compensation programs are balanced and do not create risks reasonably likely to have a material adverse impact on the Company. Accordingly, no material adjustments were made to the Company’s compensation policies and practices as a result of its risk profile. Important factors taken into consideration include, but are not limited to, the following:


the Company does not use highly leveraged short-term incentives that drive high-risk investments at the expense of long-term Company value;


the Company’s annual incentive compensation is based on balanced performance measures that promote disciplined progress toward longer-term goals;


the performance periods and vesting schedules for long-term incentives overlap and, therefore, reduce the motivation to maximize performance in any one period at the expense of performance in other periods;


the Company’s compensation programs reward consistent, long-term performance by heavily weighting compensation to long-term incentives that reward sustainable stock, financial, and operating performance;


the Committee has authority to exercise downward discretion to reduce or eliminate payouts under all of the Company’s compensation programs;


the Company’s equity ownership guidelines require executives to hold a meaningful equity interest, linking their interests to the interests of shareholders;


the Company may recoup certain annual and long-term incentivehas adopted a mandatory executive compensation paidrecoupment “clawback” policy applicable to all executive officers that provides for the mandatory recovery, in the event of a required accounting restatement, of erroneously awarded incentive-based compensation received by executive officers to the covered individuals in certain circumstances pursuant toextent the Company’s clawback policy;compensation was awarded based on attainment of a financial reporting measure; and


the Company prohibits the hedging and pledging of EQT securities by EQT executive officers and directors is prohibited under the Company’s policies.directors.
The Committee will continue to monitor the Company’s compensation policies and practices to determine whether its risk management objectives are being met.
Prohibition on Hedging and Pledging of EQT Securities
Under the Company’s Corporate Stock Trading Policy, no officer, director, or employee may, directly or indirectly, engage in any short-sale or hedging transaction involving, or purchase or sell options in, EQT securities. The Company also prohibits the pledging of EQT securities by executive officers or directors.
EQT CORPORATION20222024 PROXY STATEMENT|6367


EXECUTIVE COMPENSATION
Compensation Tables
The following tables contain information concerning the compensation of our named executive officers. We have excluded compensation for prior years to the extent permitted by applicable SEC rules. References to named executive officers in this “Compensation Tables” section are to the fivesix individuals included in the tables below.
Summary Compensation Table
Name and
Principal Position
YearSalary
($)
Bonus
($)
Stock
Awards(1)(2)
($)
Option
Awards(1)
($)
Non-Equity
Incentive Plan 
Compensation(3)
($)
All Other
Compensation(4)
($)
Total
($)
Name and
Principal Position
YearSalary
($)
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
2021115,119,7621,800,00016,919,763
Toby Z. Rice
President and Chief Executive Officer
202319,550,9251,050,00010,600,926
202014,516,514(5)1,610,0001,400,0007,526,5152022110,820,736780,00011,600,737
2019112021115,119,7621,800,00016,919,763
David M. Khani
Chief Financial Officer
2021539,9994,199,938972,00026,1005,738,037
Jeremy T. Knop
Chief Financial Officer
2023428,8461,807,272472,50029,7002,738,318
2020510,9222,000,0001,342,273756,00024,6534,633,848
Richard A. Duran
Chief Information
Officer
2023380,0001,061,688225,75026,6651,694,103
Richard A. Duran
Chief Information Officer
2021380,0001,680,156387,00026,1002,473,2562022380,0001,202,536167,70027,0001,777,236
2020379,999536,921301,000126,2281,344,1482021380,0001,680,156387,00026,1002,473,256
2019153,46150,0001,000,099107,50247,6691,358,731
Lesley Evancho
Chief Human Resources Officer
2023341,2311,021,732228,87529,7001,621,538
Lesley Evancho
Chief Human Resources Officer
2021312,0001,703,643386,10026,1002,427,8432022312,0001,219,468167,310��27,0001,725,778
2020312,000544,468300,30025,6501,182,4182021312,0001,703,643386,10026,1002,427,843
2019126,00080,0001,014,096107,2509,7201,337,066
William E. Jordan
Executive Vice President,
General Counsel and
Corporate Secretary
2023450,0002,122,676378,00029,7002,980,376
William E. Jordan
Executive Vice
President, General
Counsel and
Corporate Secretary
2021450,0003,360,148648,00017,4004,475,5482022450,0002,404,859280,80018,3003,153,959
2020450,0003,073,860(6)504,00037,3854,065,2452021450,0003,360,148648,00017,4004,475,548
2019195,557180,00045,523421,080
David M. Khani
Former Chief
Financial Officer
2023344,7692,653,3282,655,338(5)5,653,435
2022540,0003,005,765421,20027,4503,994,415
2021539,9994,199,938972,00026,1005,738,037
(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 20212023 in this column reflect the aggregate grant date fair values determined in accordance with FASB ASC Topic 718 using the assumptions described in Note 1310 to EQT’s Consolidated Financial Statements, which is included in our 20212023 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 excludeare shown at target, excluding the impact of estimated forfeitures. Assuming instead, that the highest level of performance conditions would beis achieved, the grant date fair values of the awards granted in 20212023 would have been $25,580,061be: $15,711,577 for Mr. Rice; $7,105,591$2,678,853 for Mr. Khani; $2,842,466Knop; $1,746,504 for Mr. Duran; $2,882,203$1,680,843 for Ms. Evancho; and $5,684,768$3,491,923 for Mr. Jordan.Jordan; and $4,364,791 for Mr. Khani.
(3)

The amounts for 2021 in this column2023 reflect the dollar value of annual incentive compensation earned under the 2021 Short-Term Incentive Plan,2023 STIP, which amounts were paid in cash in the first quarter of 2022.2024.
(4)

Amounts in this columnWith the exception of Mr. Khani, the amounts for 20212023 represent the dollar valuesvalue of the Company’s contributions to the 401(k) plan.
(5)

This amount in the Stock Awards column for 2020 for Mr. Rice includesKhani reflects (i) the grant date fair valueCompany’s contribution of  $29,700 to the 366,972 PSUs ($2,007,337) granted401(k) plan and (ii) the lump sum severance payment of  $2,625,638 paid to Mr. Rice in February 2020 forKhani upon his separation from service as President and CEO in 2019.
(6)
This amount in the Stock Awards column for 2020 for Mr. Jordan includes the grant date fair value of the 219,060 RSUs ($2,000,018) granted to Mr. Jordan in January 2020 as a signing bonus in connection with his offer letter of employment withfrom the Company.
6468|ir.eqt.com


EXECUTIVE COMPENSATION
20212023 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
($)
Name
Type of
Award(1)
Grant
Date
Approval
Date
Estimated Future
Payouts Under
Non-Equity
Incentive
Plan Awards(2)
Estimated Future Payouts
Under Equity Incentive
Plan Awards(3)
All Other
Stock
Awards;
Number
of Shares
of Stock
or Units
(#)(4)
Grant Date
Fair Value
of Stock
and
Option
Awards
($)
Target
($)
Target
(#)
Maximum
(#)
Target
($)
Target
(#)
Maximum
(#)
Toby Z. RiceSTIP1,000,000Toby Z. RiceSTIP1,000,000
PSU2/10/212/9/21424,870849,74010,460,299PSU2/13/232/8/23160,580321,1606,160,652
RSU2/10/212/9/21283,2504,659,463RSU2/13/232/8/23107,0503,390,274
David M. KhaniSTIP540,000Jeremy T. KnopSTIP450,000
PSU2/10/212/9/21118,020236,0402,905,652PSU2/13/232/8/237,14014,280273,926
RSU2/10/212/9/2178,6801,294,286RSU2/13/232/8/2310,710339,186
Richard A. DuranSTIP215,000PSU7/24/237/18/2311,08022,160597,655
PSU2/10/212/9/2147,21094,4201,162,310RSU7/24/237/18/2314,950596,505
RSU2/10/212/9/2131,480517,846Richard A. DuranSTIP215,000
Lesley EvanchoSTIP214,500PSU2/13/232/8/2317,85035,700684,815
PSU2/10/212/9/2147,87095,7401,178,559RSU2/13/232/8/2311,900376,873
RSU2/10/212/9/2131,920525,084Lesley EvanchoSTIP227,500
William E. JordanSTIP360,000PSU2/13/232/8/2317,18034,360659,111
PSU2/10/212/9/2194,420188,8402,324,620RSU2/13/232/8/2311,450362,622
RSU2/10/212/9/2162,9501,035,528William E. JordanSTIP360,000
PSU2/13/232/8/2335,69071,3801,369,247
RSU2/13/232/8/2323,790753,429
David M. KhaniSTIP540,000
PSU2/13/232/8/2344,61089,2201,711,463
RSU2/13/232/8/2329,740941,866
(1)

Type of Award:
STIP=2023 STIP for the 2021 Plan Year
PSU=20212023 Incentive PSU Program Awards
RSU=20212023 Restricted Stock Unit Awards
(2)

These columns reflectThis column reflects the annual incentive award target amounts payable under the 20212023 STIP. Awards with respect to the 20212023 STIP were paid in cash in the first quarter of 2022.2024. The target amounts reflected in the table represent the target 20212023 annual incentive awards under the 20212023 STIP, as approved by the Committee in February 2021.2023. Performance results below specified levels would have resulted in zero payout under the 20212023 STIP; there was no maximum individual award. See the section titled “Annual“2023 Annual Incentives” in the CD&A for further discussion of the 2021 STIP for the 2021 plan year.2023 STIP.
(3)

These columns reflect the target and maximum number of units payable under the 20212023 Incentive PSU Program granted to the named executive officersNEOs on February 10, 2021. Under13, 2023. The base payout factor for the 20212023 Incentive PSU Program the performance measure is based on TSR, as measured based on a matrix of absolute TSR performance and relative TSR performance as compared to the TSR of the 2021 Performance Peer Group, in each case, over the performance period beginning on January 1, 20212023 and ending on December 31, 2023.2025. As there is no guaranteed minimum payout for these awards and the Committee has discretion to decrease any award otherwise payable, we have not included a threshold amount. The “Target” amount represents 100% of the grant and the “Maximum” amount represents 200% of the grant. The actual payout amounts depend upon the satisfaction of the performance measures over the performance period and the certification of the Committee. Grant date values are determined in accordance with ASC Topic 718. Refer to the CD&A for information regarding the 2021 Performance Peer Group and further discussion of the performance measures under the 2021 Incentive PSU Program.
(4)

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 “2021“2023 Long-Term Incentive Awards” in the CD&A for further discussion of these awards.
EQT CORPORATION20222024 PROXY STATEMENT|6569


EXECUTIVE COMPENSATION
Outstanding Equity Awards at Fiscal Year-End
NameNumber 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)
($)
NameNumber of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Option
Exercise
Price
($)
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. Rice333,333666,66710.002/27/27283,2506,177,683366,9728,003,659Toby Z. Rice1,000,00010.002/27/2797,3413,763,209438,03016,934,240
458,71610,004,596112,7824,360,167253,7549,810,117
424,8709,266,415108,7824,205,519163,1786,308,475
David M. Khani61,1671,334,052137,6203,001,492Jeremy T. Knop14,863574,612
78,6801,716,011118,0202,574,0166,585254,5706,588254,689
Richard A. Duran80,2351,749,93455,0501,200,64110,883420,7487,256280,499
24,467533,62547,2101,029,65015,059582,19711,161431,488
31,480686,579Richard A. Duran10,819418,25848,6721,881,671
Lesley Evancho81,3581,774,41855,8201,217,43412,537484,66728,1971,090,102
24,814541,19347,8701,044,04512,093467,49818,139701,247
31,920696,175Lesley Evancho10,970424,08349,3531,907,977
William E. Jordan73,3801,600,424110,1002,401,28112,709491,32328,5991,105,646
48,9341,067,25194,4202,059,30011,635449,82017,458674,926
62,9501,372,940William E. Jordan21,634836,36297,3453,763,342
25,067969,09456,3942,180,203
��24,175934,60336,2681,402,102
David M. Khani121,6764,703,978
70,4882,725,055
7,516290,569
(1)

This column reflects (a) the 2019 restricted share awards granted on August 8, 2019 to Mr. Duran and Ms. Evancho, which vest in full three years from the date of grant, (b) the unvested portion of the 2020 restricted stock unit2021 RSU awards granted on January 9, 2020February 10, 2021 to Mr.Ms. Evancho and Messrs. Rice, Khani, Knop, Duran, and Jordan, two-thirds of which were vested as of fiscal year endon February 10, 2022 and February 10, 2023, respectively, with the remaining one-third vesting on JulyFebruary 10, 2024; (b) the 2022 (c) the unvested portion of the 2020 restricted stock unitRSU awards granted on February 25, 20204, 2022 to Messrs. Khani, Duran, and Jordan and Ms. Evancho,each named executive officer, one-third of which was vested as of fiscal year andon February 4, 2023 with the remaining two-thirds vesting on each of February 25, 20224, 2024 and February 25,4, 2025, respectively; (c) the 2023 and (d) the 2021 restricted stock unitRSU awards granted on February 10, 20213, 2023 to each named executive officer, which vest in three equal annual installments beginning on the first anniversary of the grant date; and (d) two additional 2023 RSU awards granted on July 24, 2023 to Mr. Knop, which vest (i) for one award, in three equal annual installments beginning on the first anniversary of the grant date and (ii) for the second award, in one installment on the fifth anniversary of the grant date.
(2)

This column reflects the market value of restricted shares or restricted share unitsRSUs that have not vested, as determined by multiplying the number of shares or units as shown in the column to the left by $21.81,$38.66, the closing price of the Company’s common stock on December 31, 2021.29, 2023.
(3)

This column reflects (a) 2020unvested PSUs as of December 31, 2023, which were granted pursuant to the 2021 Incentive PSU Program, the 2022 Incentive PSU Program, and the 2023 Incentive PSU Program (in each case, including accrued dividends). Awards under the 2022 and 2023 Incentive PSU Programs do not vest until payment following the end of the respective performance units awarded (at target)periods, which is expected to each named executive officer,occur in the first quarter of 2025 and (b)2026, respectively. Awards under the 2021 performance units awarded (at target)Incentive PSU Program will vest upon payment, which is expected to each named executive officer.occur in the first quarter of 2024.
(4)

This column reflects the payout values at December 31, 20212023 of unearned 2020 performance units2021 PSUs, unearned 2022 PSUs, and unearned 2021 performance units, which are based on Company performance over the January 1, 2020 through December 31, 2022 and January 1, 2021 through December 31, 2023 PSUs, respectively. The payout values were determined by multiplying the number of units as shown in the column to the left by $21.81,$38.66, the closing price of the Company’s common stock on December 31, 2021.29, 2023. The actual payout values under the programs depend upon, among other things, the Company’s actual performance through the end of the applicable performance periods and the Company’s future stock price.
6670|ir.eqt.com


EXECUTIVE COMPENSATION
Option Exercised and Stock Vested
Stock AwardsStock Awards
Name
Number of Shares
Acquired on
Vesting(1)
(#)
Value Realized on
Vesting(2)
($)
Name
Number of Shares
Acquired on
Vesting(1)
(#)
Value Realized on
Vesting(2)
($)
Toby Z. RiceToby Z. Rice1,245,21039,878,034
David M. Khani30,583555,081Jeremy T. Knop17,866589,314
Richard A. Duran12,233222,029Richard A. Duran102,2163,285,680
Lesley Evancho12,406225,169Lesley Evancho103,6463,331,642
William E. Jordan73,3801,570,338William E. Jordan204,4246,571,107
24,466444,058David M. Khani322,12710,953,805
(1)

Amounts in this column represent the aggregate number of restricted stock units(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 award agreement.EQT Corporation 2020 Incentive Performance Share Unit Program. Consistent with Company policy, upon the vesting of these awards, the Company withheld a portion of the otherwise distributable shares in respect of taxes, as follows:follows in aggregate: Mr. Khani—​8,892Rice—536,811 shares; Mr. Knop—4,548 shares; Mr. Duran—3,66236,027 shares; Ms. Evancho—3,75240,880 shares; Mr. Jordan—75,787 shares; and Mr. Jordan—28,876 shares and 6,096 shares, respectively.Khani—136,366 shares.
(2)

Stock awards value realized is determined by multiplying (i) the closing market price of EQT’s common stock on the vesting date by (ii) the number of shares of common stock that vested on that date.
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.
Potential Payments Uponupon 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 LTIP,Long-Term Incentive Plan (the “2019 LTIP”), and Executive Severance Plan, as well as the forms of our Incentive Performance Share UnitPSU Program, Restricted Stock Award Agreement, 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 20212023 Annual Report.
Payments Pursuant to Executive Severance Plan
TheAs discussed in the CD&A, the Company established the Severance Plan on May 19, 2020 for the purpose of providing severance benefits to executive officers and other qualifying officers of the Company who are terminated from employment. The Severance Plan is intended to replace the existingCompany’s legacy form of confidentiality, non-solicitation and non-competition agreements with individual officers, which individual agreements previously served as the vehicle for establishing severance arrangements.
Messrs. Rice, Jordan, and JordanKnop and Ms. Evancho participate in the Severance Plan and are referred to in this discussion, collectively, as the participating named executive officers.
By accepting the Company’s offer to participate in the Severance Plan, each participating named executive officer agreed, among other things, to the following restrictive covenants:


restrictionsRestrictions on competition (24 months for Mr. Rice and 12 months for other participating named executive officers);

restrictions
EQT CORPORATION2024 PROXY STATEMENT|71

EXECUTIVE COMPENSATION

Restrictions on customer solicitation (24 months for Mr. Rice and 12 months for other participating named executive officers); and

EQT CORPORATION2022 PROXY STATEMENT|67

EXECUTIVE COMPENSATION

restrictionsRestrictions on employee, consultant, vendor, or independent contractor recruitment (24 months for Mr. Rice and 12 months for other participating named executive officers).
Regular Severance Benefits Under the Severance Plan
Under the Severance Plan, participating named executive officers are eligible to receive the following severance benefits upon a termination of employment (i) by the Company other than for “cause,” “disability,” or death, or (ii) by the participant with “good reason” ​(in each case, as defined in the Severance Plan):


A lump-sum cash payment equal to the amount of any unpaid annual cash bonus for the calendar year before the year in which the participant’s termination of employment occurs, payable based on actual performance when annual bonuses are paid in the ordinary course (the “Unpaid Prior Year Bonus”);


A cash severance payment generally equal to two times (for the Company’s CEO) or one times (for the other participating named executive officers) the sum of the participant’s (i) annual base salary and (ii) the average of the annual bonuses the participant earned for the three fiscal years preceding the year of the participant’s termination of employment, which will be paid in equal installments over a period ranging fromof 24 months (for the Company’s CEO) toor 12 months (for the other participating NEOs) following the participant’s termination of employment;


A lump-sum cash payment equal to the participant’s annual cash bonus for the year in which the termination of employment occurs, prorated to reflect the number of days that the participant was employed during the calendar year and payable based on actual performance when annual bonuses are paid in the ordinary course;


A lump-sum cash payment equal to the product of  (i) 18 and (ii) 100% of the then-current COBRAConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) monthly rate for family coverage, which will be paid within 60 days following the participant’s termination of employment; and


Accelerated vesting of a prorated portion of all outstanding time-vesting, long-term incentive awards and continued vesting of a prorated portion of all outstanding performance-vesting awards through the conclusion of the applicable performance period, which will be settled based on actual performance at the end of the applicable performance period.
Termination in Connection with Change in Control
The Severance Plan provides for modified severance payments and benefits to participating named executive officers in the event of a termination of employment by the Company without “cause” or by the participant for “good reason” within the two-year period commencing on a change in control (as defined in the 2020 LTIP), as follows:


Payment of the Unpaid Prior Year Bonus;


A cash severance payment generally equal to three times (for the Company’s CEO) or two times (for the other participating named executive officers) the sum of the participant’s (i) annual base salary and (ii) the average of the annual bonuses the participant earned for the three fiscal years preceding the year of the participant’s termination of employment, which will be paid within 60 days following the participant’s termination of employment;


A lump-sum cash payment equal to the participant’s annual cash bonus for the year in which the termination of employment occurs, prorated to reflect the number of days that the participant was employed during the calendar year and payable based on actual performance when annual bonuses are paid in the ordinary course;


A lump-sum cash payment equal to the product of  (i) 24 and (ii) 100% of the then-current COBRA monthly rate for family coverage, which will be paid within 60 days following the participant’s termination of employment; and
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EXECUTIVE COMPENSATION


Accelerated vesting of all outstanding time-vesting long-term incentive awards and continued vesting of all outstanding performance-vesting awards remaining outstanding through the conclusion of the applicable performance period, which will be settled based on actual performance at the end of the applicable performance period.
“Cause” is defined as the executive officer’sofficer’s: (i) conviction of a felony, a crime of moral turpitude, or fraud, or the executive officer having committed fraud, misappropriation, or embezzlement in connection with the performance of his or her duties; (ii) willful and repeated failures to substantially perform assigned duties; or (iii) violation of any provision of a written employment-related agreement or express significant policies of the Company.
“Good reason” is defined as the executive officer’s resignation within 90 days afterafter: (i) a reduction in the executive officer’s base salary of 10% or more (unless the reduction is applicable to all similarly situatedsimilarly-situated employees); (ii) a reduction in the executive officer’s annual short-term bonus target of 10% or more (unless the reduction is applicable to all similarly situatedsimilarly-situated employees); (iii) a significant diminution in the executive officer’s job responsibilities, duties, or authority; (iv) a change in the geographic location of the executive officer’s primary reporting location of more than 50 miles; and/or (v) any other action or inaction that constitutes a material breach by the Company of the Severance Plan.
Receipt of these benefits is subject to the participating named executive officer executing and not revoking a release of claims in favor of the Company and his or her continued compliance with certain restrictive covenants.
The Severance Plan does not provide for any tax gross-ups. In the event the executive officer would be subject to the 20% excise tax under Section 4999 of the Code (imposed on individuals who receive compensation in connection with a change of control that exceeds certain specified limits), the payments and benefits to the executive officer would be reduced to the maximum amount that does not trigger the excise tax unless the executive officer would retain greater value (on an after-tax basis) by receiving all payments and benefits and paying all excise and income taxes.
Written AgreementsAgreement with Other Named Executive OfficersOfficer
Confidentiality, Non-Solicitation and Non-Competition Agreements
In connection with their appointmentshis appointment as an executive officers,officer in 2019, the Company entered into the standard, legacy form of executive officer Confidentiality, Non-Solicitation and Non-Competition AgreementsAgreement with each of Messrs.Mr. Duran. Accordingly, Mr. Duran and Khani. Accordingly, Messrs. Duran and Khani dodoes not participate in the Executive Severance Plan.
In each respectivePursuant to the terms of the Confidentiality, Non-Solicitation and Non-Competition Agreement, Messrs.Mr. Duran and Khani agree,agrees, among other things, to the following restrictive covenants:


restrictionsRestrictions on competition (24 months);


restrictionsRestrictions on customer solicitation (24 months); and


restrictionsRestrictions on employee, consultant, vendor, or independent contractor recruitment (36 months).
The Confidentiality, Non-Solicitation and Non-Competition Agreements provideAgreement provides for severance payments and benefits to Messrs.Mr. Duran and Khani in the event of a termination of employment by the Company without “cause” or by Messrs.Mr. Duran, and Khani, as applicable, for “good reason” ​(eachwith the definitions of these terms being the same as defined below)under the Severance Plan described above), regardless of whether that termination occurs before or after a change of control. In such an event, Messrs.Mr. Duran and Khani willwould be entitled to receive the following severance benefits:


Severance payment.   A lump-sum cash severance payment equal to the sum of the following amounts:


24 months of base salary;
EQT CORPORATION20222024 PROXY STATEMENT|6973


EXECUTIVE COMPENSATION


two times the average annual incentive earned for the three full years prior to the named executive officer’s termination, with appropriate accommodations for executivesnamed executive officers with shorter tenure; and


$25,000.


Benefits payment.   A lump-sum cash payment equal to the monthly COBRA rate for family coverage, multiplied by 12.


Vesting of time-based equity awards.   Stock options, restricted stock, restricted stock units, and other stock awards with time-based vesting restrictions will become immediately vested and exercisable in full and any restrictions on such awards shall lapse.


Vesting of performance-based equity awards.   Generally, performance-based equity awards will remain outstanding and will be earned, if at all, based on actual performance through the end of the performance period as if the named executive officer’s employment had not been terminated.
The definitions of  “Cause” and “Good Reason” are the same as under the Severance Plan (see description above).
In order to receive the severance benefits under a Confidentiality, Non-Solicitation and Non-Competition Agreement, the named executive officerdescribed above, Mr. Duran must execute and deliver to the Company a general release of claims.
The agreements doMr. Duran’s agreement does not provide for any tax gross-ups. In the event the named executive officerthat Mr. Duran would be subject to the 20% excise tax under Section 4999 of the Code (imposed on individuals who receive compensation in connection with a change of control that exceeds certain specified limits), the payments and benefits to the named executive officerMr. Duran would be reduced to the maximum amount that does not trigger the excise tax unless the named executive officer would retain greater value (on an after-tax basis) by receiving all payments and benefits and paying all excise and income taxes.
Payments Pursuant to Company PlansPAYMENTS PURSUANT TO COMPANY PLANS
Awards granted under the 2020 LTIP and 2019 LTIP provide that a participant would be entitled to the benefits described in the termination scenarios describedset forth below.
Termination for “Good Reason” or Without “Cause”
Upon termination for “good reason” or without “cause,” all outstanding awards under the 2020 LTIP and 2019 LTIP willwould vest as, and to the extent required by, the Severance Plan, in the case of Messrs. Rice, Jordan, and JordanKnop and Ms. Evancho, or the Confidentiality, Non-Solicitation and Non-Competition Agreements,Agreement, in the case of Messrs. Duran and Khani.Mr. Duran. “Good reason” and “cause” have the meanings set forth above.
Voluntary Termination for Any Reason Other Than Good Reason
Generally, upon a voluntary termination of employment for any reason other than good“good reason, all unvested options, restricted shares, restricted stock units, and performance awards are forfeited. Unexercised vested options held on the date of termination would be exercisable for the remaining original term of the options. If, following a voluntary termination (other than for “good reason”), the participant remains on the Board, then the participant’s awarded equity will continue to vest for so long as the participant remains on such board.the Board.
Termination for “Cause”
Upon termination of employment for “cause,” all unvested options, restricted shares, restricted stock units, and performance awards, and all unexercised vested options, are forfeited.
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Termination Resulting from Death or Disability
Upon a participant’s death, (i) 100% of the participant’s unvested 20212023 RSUs, 20202022 RSUs, and 2019 restricted shares2021 RSUs would vest and (ii) 100% of the participant’s 20212023 PSUs, 2022 PSUs, and 20202021 PSUs would vest with payment contingent upon achievement of the performance conditions.
With respectand become payable without giving effect to the 2019 restricted shares, if a participant’s employment is terminated as a result of disability, unvested 2019 restricted shares would vest as follows:payout factor under the applicable program.
2019 Restricted Share Awards
Termination DateAwarded
Shares
Prior to first anniversary of grant date0%
On or after the first anniversary of grant date and prior to the second anniversary of grant date25%
On or after the second anniversary of grant date and prior to the third anniversary of grant date50%74|ir.eqt.com

EXECUTIVE COMPENSATION
A participant who becomes disabled before payment of the 20212023 PSUs, 2022 PSUs, and 20202021 PSUs may receive payment for a pro rata portion of the participant’s awarded performance share units, based on the number of calendar days during the three-year performance period that the executiveparticipant served prior to the termination resulting from disability.disability, with payment contingent upon the Company’s achievement of the performance conditions under the applicable program.
Change of Control Under the 2020 LTIP
In 2020, the Company adopted, and the Company’s shareholders approved, the 2020 LTIP. While the 2020 LTIP replaced the 2019 LTIP, the awards outstanding under the 2019 LTIP remain subject to the terms and conditions of the 2019 LTIP. Each of these plans provides, as a default, “double trigger” vesting of awards, provided that such awards are assumed by an acquirer in a change of control transaction or equitably converted in the transaction. In other words, vesting of awards granted under the 2020 LTIP or the 2019 LTIP generally accelerates only if the participant’s employment is involuntarily terminated or the participant resigns for good reason within two years after a qualifying change of control. The Company believes that “double trigger” vesting of equity awards enhances shareholder value by encouraging executive retention during and following a change of control transaction, enhancing post-change of control integration with an acquirer, and aligning executive incentives with the interests of the Company’s shareholders.
In the event of a change of control of the Company, the treatment of awards outstanding under the 2020 LTIP and the 2019 LTIP depends on whether the awards are assumed by an acquirer in a change of control or equitably converted in the transaction. If the awards are assumed by the acquirer or equitably converted in the transaction and the participant’s employment is involuntarily terminated or the participant resigns for good reason“good reason” within two years after the qualifying change of control, then, upon such termination or resignation:


all of the participant’s unvested options automatically accelerate and become fully exercisable;


all of the participant’s time-based vesting restrictions on restricted shares and restricted stock units lapse; and


the performance criteria and other conditions to payment of the participant’s outstanding performance awards automatically shallwill be deemed to have been achieved at the actual performance level achieved as of the end of the calendar quarter immediately preceding the date of termination, and such awards shallwill be paid on thatsuch basis.
However, if the awards are not assumed by the acquirer or equitably converted in the transaction:


all of the participant’s unvested options automatically accelerate and become fully exercisable;


all of the participant’s time-based vesting restrictions on restricted shares and restricted stock units lapse; and
EQT CORPORATION2022 PROXY STATEMENT|71

EXECUTIVE COMPENSATION


the performance criteria and other conditions to payment under the participant’s outstanding performance awards shallautomatically will be deemed to have been achieved at the actual performance level achieved as of the end of the calendar quarter immediately preceding the date of the change of control, and such awards shall be paid on thatsuch basis.
Each of the 2020 LTIP and the 2019 LTIP define “change of control” to mean, generally, any of the following events:


the sale of all or substantially all of the Company’s assets, unless the Company’s shareholders prior to the sale own at least 80% of the acquirer’s stock after the sale;


the acquisition by a person or group of beneficial ownership of 20% or more of the Company’s outstanding common stock, subject to enumerated exceptions;


the termination of the Company’s business and the liquidation of the Company;


the consummation of a merger, consolidation, reorganization, share exchange, or similar transaction of the Company, unless the Company’s shareholders immediately prior to the
EQT CORPORATION2024 PROXY STATEMENT|75

EXECUTIVE COMPENSATION
transaction continue to hold more than 60% of the voting securities of the resulting entity, no person beneficially owns 20% or more of the resulting entity’s voting securities, and individuals serving on the Company’s Board immediately prior to the transaction constitute at least a majority of the resulting entity’s board; and


a change in the composition of the Board, so that existing Board members and their approved successors do not constitute a majority of the Board.
General
UnderExcept as discussed above, under the 2020 LTIP and the 2019 LTIP, a participant has no rights inwith respect ofto outstanding PSU, RSU,PSUs or restricted stock awardsRSUs prior to payment.
Short-Term Incentive Plan
The 2021 Short-Term Incentive Plan (the “STIP”)2023 STIP contains guidelines to determine awards when a participant’s status changes during the year. TheGenerally, the guidelines provide for no payment to an employee under the 2023 STIP in the case of a participant whoevent the employee is terminated for “cause,” which has a meaning substantiallyby the same asCompany or elects to voluntary terminate his or her employment with the Company, in either case prior to payment by the Company of an incentive award under plan. A participant whose employment terminates by reason of death or disability (as defined in the 2020 LTIP) following the conclusion of the plan year but prior to payment of an incentive award under the Severance Plan.plan is eligible for the payment that the individual would have received had he or she remained employed as of the payment date. A participant may be considered for a pro rata payment in the event of termination due to reorganization (and not the fault of the participant), resignation, death or disability during the plan year, in all such cases contingent upon achievement of the performance criteria and the participant otherwise qualifying for incentive payment, and subject to the Committee’s discretion to pay a lesser amount.
Under the terms of the 2023 STIP, in the event of a change of control (as defined in the 2020 LTIP), the plan year under the STIP will automatically end, the performance goalsmeasures shall be deemed to have been achieved for the pro rata portion of the calendar year that elapsed through the date of the change of control at target levels or, if actual performance is greater, at actual levels, and incentive awards will be paid to the participants on this basis, subject to terms of the 2023 STIP and the Committee’s discretion to pay a lesser amount.
Payments Triggered upon Hypothetical Termination of Employment or Change of Control on December 31, 20212023
The tables below reflect the amount of compensation payable to each of our currently serving named executive officerofficers upon a hypothetical termination of employment or change of control on December 31, 2021.2023.
For purposes of the analysis, the Company has assumed that:
(i)

any amount payable in the discretion of the Committee will be paid, the amount paid will conform to any guidelines included in an applicable plan, and the amounts constituting benefits and perquisites will be paid at market rates. Theserates (note that these assumptions are not intended to be suggestive of the decisions that the Committee willwould make in any actual circumstance;circumstance);
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EXECUTIVE COMPENSATION
(ii)

each named executive officer will take all action necessary or appropriate for such named executive officer to receive the maximum available benefit, such as the execution of a release of claims or compliance with the covenants described above;applicable covenants;
(iii)

no named executive officer will remain on the Board following termination of employment; and
(iv)

in the event of a change of control, the acquirer does not assume or equitably convert the outstanding long-term incentive awards issued under the 2020 LTIP or the 2019 LTIP and, therefore, such awards accelerate and pay out upon the change of control. Under the terms of each of the 2020 LTIP and the 2019 LTIP, however, an acquirer could elect to allow such awards to remain outstanding or to convert such awards to other awards on an equitable basis. If such amounts are, in fact, paid upon the occurrence of a change of control, the named
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EXECUTIVE COMPENSATION
executive officer would not be entitled to a duplicate payment upon a subsequent termination of employment for any reason.
The closing price of the Company’s common stock on December 31, 202129, 2023 ($21.8138.66 per share) is used where payment amounts or values are dependent upon the Company’s stock price.
The actual amounts to be paid to each named executive officer upon a termination of employment or a change of control may be determined only at the time of the termination of employment or change of control.
For the purposes of the tables below, “good reason” is defined in the Severance Plan or in the named executive officer’s Confidentiality, Non-Solicitation and Non-Competition Agreement, as applicable. In all cases, “termination by executive without good reason” includes retirement.
The discussion above and the tables below do not address:


Vestedvested Company distributions and retirement matches to the 401(k) plan;


Distributionsdistributions of amounts invested in the Company’s employee stock purchase plan;


Lifelife insurance in an amount equal to one-times base salary;


Potentialpotential impacts from any accelerations or other payments considered to be “parachute payments” under Code Sections 280G and 4999 (see “Excise Tax Provisions” above, under “Agreements with the Named Executive Officers”);


Paymentspayments under the Company’s long-term disability insurance policy; or


Similarsimilar payments,
as these plans and arrangements do not discriminate in favor of the Company’s named executive officers and are available generally to all salaried employees.
Toby Z. Rice
Termination
by Company
Without
Cause
($)
Termination
by Company
for Cause
($)
Termination
by Executive
for Good
Reason
($)
Termination
by Executive
Without
Good Reason
($)
Termination
upon
Change of
Control(1)
($)
Death
($)
Disability
($)
Termination
by Company
Without
Cause
($)
Termination
by Company
for Cause
($)
Termination
by Executive
for Good
Reason
($)
Termination
by Executive
Without
Good
Reason
($)
Termination
upon
Change of
Control(1)
($)
Death
($)
Disability
($)
Payments under Severance Plan(2)
2,299,4922,299,4923,443,768Payments under Severance Plan2,688,0092,688,0094,026,234
Short-Term Incentive1,000,0001,000,0001,000,0001,000,0001,000,0001,000,000
Short-Term Incentive(2)
1,050,0001,050,0001,050,000
Long-Term Incentive(3)
20,249,76320,249,76341,325,68941,325,68915,094,308
Long-Term Incentive(3)
32,121,53232,121,53245,381,74145,381,74125,577,143
Total23,549,25623,549,2561,000,00045,769,45742,325,68916,094,308Total35,809,54135,809,54150,457,97546,431,74126,627,143
Jeremy T. Knop
Termination
by Company
Without
Cause
($)
Termination
by Company
for Cause
($)
Termination
by Executive
for Good
Reason
($)
Termination
by Executive
Without
Good
Reason
($)
Termination
upon
Change of
Control(1)
($)
Death
($)
Disability
($)
Payments under Severance Plan1,310,6281,310,6281,653,139
Short-Term Incentive(2)
472,500472,500472,500
Long-Term Incentive(3)
1,362,9381,362,9382,798,8172,798,817407,122
Total2,673,5662,673,5664,924,4563,271,317879,622
EQT CORPORATION20222024 PROXY STATEMENT|7377


EXECUTIVE COMPENSATION
David M. Khani
Termination
by Company
Without
Cause
($)
Termination
by Company
for Cause
($)
Termination
by Executive
for Good
Reason
($)
Termination
by Executive
Without
Good Reason
($)
Termination
upon
Change of
Control(1)
($)
Death
($)
Disability
($)
Payments under Agreement2,350,8842,350,8842,350,884
Short-Term Incentive540,000540,000540,000540,000540,000540,000
Long-Term Incentive(3)
8,625,5718,625,5718,625,5718,625,5712,859,000
Total11,516,45511,516,455540,00011,516,4559,165,5713,399,000
Richard A. Duran
Termination
by Company
Without
Cause
($)
Termination
by Company
for Cause
($)
Termination
by Executive
for Good
Reason
($)
Termination
by Executive
Without
Good
Reason
($)
Termination
upon
Change of
Control(1)
($)
Death
($)
Disability
($)
Termination
by Company
Without
Cause
($)
Termination
by Company
for Cause
($)
Termination
by Executive
for Good
Reason
($)
Termination
by Executive
Without
Good
Reason
($)
Termination
upon
Change of
Control(1)
($)
Death
($)
Disability
($)
Payments under Agreement1,294,2171,294,2171,294,217Payments under Agreement1,378,5841,378,5841,378,584
Short-Term Incentive215,000215,000215,000215,000215,000215,000
Short-Term Incentive(2)
225,750225,750225,750
Long-Term Incentive(3)
5,200,4285,200,4285,200,4285,200,4282,018,611
Long-Term Incentive(3)
5,043,4495,043,4495,043,4495,043,4492,842,154
Total6,709,6456,709,645215,0006,709,6455,415,4282,233,611Total6,422,0336,422,0336,647,7835,269,1993,067,904
Lesley Evancho
Termination
by Company
Without
Cause
($)
Termination
by Company
for Cause
($)
Termination
by Executive
for Good
Reason
($)
Termination
by Executive
Without
Good
Reason
($)
Termination
upon
Change of
Control(1)
($)
Death
($)
Disability
($)
Payments under Severance Plan(2)
587,926587,9261,153,968
Short-Term Incentive214,500214,500214,500214,500214,500214,500
Long-Term Incentive(3)
3,015,6273,015,6275,273,2735,273,2732,046,850
Total3,818,0533,818,053214,5006,641,7405,487,7732,261,350
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EXECUTIVE COMPENSATION
Termination
by Company
Without
Cause
($)
Termination
by Company
for Cause
($)
Termination
by Executive
for Good
Reason
($)
Termination
by Executive
Without
Good
Reason
($)
Termination
upon
Change of
Control(1)
($)
Death
($)
Disability
($)
Payments under Severance Plan898,120898,1201,315,374
Short-Term Incentive(2)
228,875228,875228,875
Long-Term Incentive(3)
3,600,4663,600,4665,053,7755,053,7752,870,049
Total4,498,5864,498,5866,598,0245,282,6503,098,924
William E. Jordan
Termination
by Company
Without
Cause
($)
Termination
by Company
for Cause
($)
Termination
by Executive
for Good
Reason
($)
Termination
by Executive
Without
Good
Reason
($)
Termination
upon
Change of
Control(1)
($)
Death
($)
Disability
($)
Termination
by Company
Without
Cause
($)
Termination
by Company
for Cause
($)
Termination
by Executive
for Good
Reason
($)
Termination
by Executive
Without
Good
Reason
($)
Termination
upon
Change of
Control(1)
($)
Death
($)
Disability
($)
Payments under Severance Plan(2)
890,826890,8261,759,768Payments under Severance Plan1,340,2751,340,2751,901,434
Short-Term Incentive360,000360,000360,000360,000360,000360,000
Short-Term Incentive(2)
378,000378,000378,000
Long-Term Incentive(3)
3,910,9393,910,9398,501,1958,501,1952,287,287
Long-Term Incentive(3)
7,138,6627,138,66210,085,71310,085,7135,684,178
Total5,161,7655,161,765360,00010,620,9638,861,1952,647,287Total8,478,9378,478,93712,365,14710,463,7136,062,178
The following footnotes are applicable to each of the preceding tables:
(1)

For Termination upon Change of Control, we have assumed a change of control of the Company and a termination of employment by the surviving company without cause (or a resignation of the officer for good reason) on that date.
(2)

For Messrs. RiceAmounts shown as payable under Short-Term Incentive for Termination upon Change of Control reflect the automatic termination of the 2023 STIP plan year at year-end as a result of the occurrence of the change of control, with the payout amounts assumed to be at target (see discussion above for additional details). With respect to amounts shown as payable under Short-Term Incentive for death or disability, under the 2023 STIP, a NEO whose employment terminated by reason of death or long-term disability during the plan year may be eligible for payment of a prorated amount of their annual incentive award under the 2023 STIP based on the
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EXECUTIVE COMPENSATION
NEO’s active service during the plan year and Jordan and Ms. Evancho,contingent upon satisfaction of the performance criteria contained in the 2023 STIP. The table above assumes payment of the amount he or she would be entitled to receive pursuant to Section 3.4.3 (non-Change of Control) and 3.5.3 (Change of Control) of the Severance Planeach NEO’s target annual incentive award for 2023 in the event of termination by the Company without “cause”of employment on December 31, 2023 due to death or by the executive for “good reason” is reflected under “Short-Term Incentive,” as the Severance Plan provides that ultimate payment of this amount will be based upon actual performance at the time such annual cash bonuses are paid under the STIP.
disability.
(3)

Long-Term Incentive reflects the value of cash and stock payments an executivea NEO would be entitled to receive under outstanding long-term incentive programs (with outstanding incentive performance share units valued at target) under each of the various termination scenarios. In accordance with SEC rules, the value of any vested but unexercised options is not reflected in the table for Mr. Rice above.
Payments upon Termination of Employment
As previously announced, on February 11, 2023, it was determined that Mr. Khani, our former Chief Financial Officer, would transition from the Company and cease to serve as Chief Financial Officer, effective as of a future date designated by the Company. Mr. Khani’s employment with the Company terminated effective as of July 31, 2023.
In connection with his termination without cause, and in accordance with his Confidentiality, Non-Solicitation and Non-Competition Agreement, dated January 3, 2020, and Transition Agreement and General Release, dated February 11, 2023 (collectively, the “Agreement”), upon his separation from the Company, (i) Mr. Khani received a lump sum cash payment of  $2,625,638, which amount is included in the “All Other Compensation” column of the Summary Compensation Table above, (ii) Mr. Khani’s outstanding restricted share unit awards (or, in the case of his 2023 RSUs, a pro rata portion of such award) accelerated and vested, and (iii) Mr. Khani’s outstanding incentive performance share unit awards (or, in the case of Mr. Khani’s 2023 Incentive PSU Program award, a pro rata portion of such award) remain outstanding and eligible to vest based upon their respective performance criteria and will be earned, if at all, based on actual performance through the end of their respective performance periods. The estimated intrinsic value of the equity awards described in the foregoing items (ii) and (iii) is approximately $15,267,321 based on the fair value of such restricted stock unit awards as of the vesting date or, with respect to the incentive performance share unit awards that remained outstanding as of December 31, 2023, the fair value determined as of December 31, 2023.
EQT CORPORATION2024 PROXY STATEMENT|79

Pay Versus Performance
The following information (our “PVP Table”) is presented to disclose the relationship between executive compensation actually paid (“CAP”), as calculated under applicable SEC rules, and the Company’s financial performance. As required by SEC rules, the table presented below discloses CAP for (i) the Company’s principal executive officer (“PEO”), Mr. Toby Z. Rice, and (ii) the Company’s NEOs other than Mr. Rice, on an average basis.
The methodology for calculating amounts presented in the columns for 2023 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table totals to arrive at the values presented for CAP, are provided in the footnotes to the table. A narrative discussion of the relationship between CAP and the Company performance measures (i) listed in the table below and (ii) that the Company has deemed most important in linking CAP during 2023 to Company performance is also presented below. For prior years’ footnotes describing the adjustments to calculate PEO CAP and Non-PEO NEOs CAP, please refer to our 2023 Proxy Statement.
We have identified free cash flow(1) as our Company-Selected Measure that represents, in our view, the most important financial performance measure used to link CAP to our performance. We believe that our ability to grow our free cash flow is important to our shareholders, as increased free cash flow supports our ability to pay regular quarterly dividends, reduce our outstanding indebtedness, and engage in share repurchases, among other benefits. Free cash flow, measured on a per share basis, is the most heavily weighted performance measure under our 2023 STIP, with Company performance on this measure driving 30% of the plan funding for the 2023 STIP, as described in greater detail in our Compensation Discussion and Analysis.
(1)
Free cash flow is a non-GAAP financial measure. See Appendix A for the definition of, and other important information regarding, this non-GAAP financial measure.
Pay Versus Performance Table
YearSummary
Compensation
Table Total for
PEO
Compensation
Actually Paid to
PEO
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(2)
Average
Compensation
Actually Paid to
Non-PEO NEOs
Value of Initial Fixed $100
Investment Based On:
Net Income
(Loss)(5)
($ thousands)
Free Cash
Flow(6)
($ millions)
Total
Shareholder
Return
Peer Group
Total
Shareholder
Return(4)
2023$10,600,926$23,366,571(1)$2,937,554$4,391,807(3)$368.48$203.87$1,735,232$879
2022$11,600,737$46,062,802$2,662,847$8,559,063$317.08$223.41$1,770,965$1,939
2021$16,919,763$37,208,460$3,778,671$6,869,438$201.20$146.75$(1,142,747)$935
2020$7,526,515$21,609,213$3,025,725$5,205,481$117.25$66.66$(958,799)$325
(1)
PEO CAP for 2023 was calculated as follows: (i) Mr. Rice’s Summary Compensation Table Total for 2023, minus (ii) the grant date fair value of the equity awards granted to Mr. Rice in 2023 (the “Grant Date Fair Value—2023 Equity Grants”), plus (iii) the fair value at year-end 2023 of the equity awards granted to Mr. Rice in 2023 that remained outstanding and unvested at year-end 2023 (the “Fair Value at Year-end—2023 Equity Grants”), plus (iv) for the portion of the equity awards granted to Mr. Rice prior to 2023 that remained outstanding and unvested at year-end 2023, the amount by which the fair value at year-end 2023 exceeded the fair value at year-end 2022 (the “Increase in Fair Value at Year-end—Unvested Portions of Pre-2023 Equity Grants”), plus (v) for Mr. Rice’s 2020 Stock Options Award, the amount equal to the change in fair value at the vesting date, as compared to the fair value at year-end 2023 (the “Changes in Fair Value at Stock Options Vesting Date”), plus (vi) for Mr. Rice’s 2021 and 2022 RSU Awards, the amount equal to the change in fair value at the vesting date, as compared to the fair value at year-end 2023 (the “Changes in Fair Value of 2021 and 2022 RSU Awards at Vesting Dates”).
(i)
2023
Summary
Comp
Table
Total
minus, (ii)
Grant Date
Fair Value—2023
Equity Grants
plus, (iii)
Fair Value at
Year-end—2023
Equity Grants
plus, (iv)
Increase in Fair Value at
Year-end—Unvested Portions of
Pre-2023 Equity Grants
plus, (v)
Changes in
Fair Value at
Stock Options
Vesting Date
plus, (vi)
Changes in
Fair Value of
2021 and
2022 RSU
Awards at
Vesting Dates
2023 CAP to
PEO
2023
Incentive
PSU
Award
2023
RSU
Awards
2023
Incentive
PSU
Award
2023
RSU
Awards
2021
and
2022
RSU
Awards
2021
and 2022
Incentive
PSU
Awards
$10,600,926$(6,160,562)$(3,390,274)$8,198,342$4,205,519$1,120,719$9,249,578$(113,167)$(344,510)$23,366,571
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Pay Versus Performance
(2)
For years 2023 through 2020, the Non-PEO NEOs were:

2023: Messrs. Duran, Khani, Knop, and Jordan and Ms. Evancho (our “2023 Non-PEO NEOs”)

2022: Messrs. Duran, Khani, and Jordan and Ms. Evancho

2021: Messrs. Duran, Khani, and Jordan and Ms. Evancho

2020: Messrs. Kyle Derham, Duran, Khani, and Jordan and Ms. Evancho
(3)
The “Average Compensation Actually Paid to Non-PEO NEOs” presented in the table above for 2023 was calculated as follows: (i) the average of the 2023 Summary Compensation Table Total for each of the 2023 Non-PEO NEOs, minus (ii) the average of the grant date fair values of the equity awards granted in 2023 to the 2023 Non-PEO NEOs (“Average Grant Date Fair Value—2023 Equity Grants”), plus (iii) the average of the fair values at year-end 2023 of the equity awards granted in 2023 to the 2023 Non-PEO NEOs which remained outstanding and unvested at year-end 2023 (“Average Fair Value at Year-end—2023 Equity Grants”), plus (iv) for any portion of the equity awards granted prior to 2023 to the 2023 Non-PEO NEOs that remained outstanding and unvested at year-end 2023, the amount by which the average of the fair values at year-end 2023 of such unvested awards exceeded the average of the fair values at year-end 2022 of such unvested awards (“Average Increase in Fair Value at Year-end—Unvested Portions of Pre-2023 Equity Grants”), plus (v) for any portion of the equity awards granted prior to 2023 to the 2023 Non-PEO NEOs, the amount equal to the change in the average of the fair values at the vesting dates, as compared to the average of the fair values at year-end 2023 (“Changes in Fair Value of 2020, 2021 and 2022 RSU Awards at Vesting Dates”), plus (vi) for any equity awards granted in 2023 to the 2023 Non-PEO NEOs and vested in 2023, the average of the grant date fair values (“Awards Granted in 2023 and Vested in 2023”). Please see the Compensation Discussion and Analysis and the “Payments upon Termination of Employment” sections for discussions of Mr. Knop’s and Mr. Khani’s prorated awards, respectively.
(i)
Average
2023
Summary
Comp
Table
Total
minus, (ii)
Average
Grant Date
Fair Value—2023
Equity Grants
plus, (iii)
Average
Fair Value at
Year-end—2023
Equity Grants
plus, (iv)
Average Increase
in Fair Value at
Year-end—Unvested
Portions of Pre-2023
Equity Grants
plus, (v)
Changes in
Fair Value of
2020, 2021,
and 2022
RSU
Awards at
Vesting
Dates
plus, (vi)
Awards
Granted in
2023 and
Vested in
2023
Average
2023
CAP to
Non-PEO
NEOs
2023
Incentive
PSU
Award
2023
RSU
Awards
2023
Incentive
PSU
Award
2023
RSU
Awards
2021
and 2022
Incentive
PSU
Awards
2020,
2021,
and 2022
RSU
Awards
$2,937,554$(1,059,243)$(674,096)$982,696$570,973$1,364,616$134,568$62,276$72,463$4,391,807
(4)
The Company’s peer groups for purposes of Item 201(e) of Regulation S-K were utilized for purposes of calculating peer group total shareholder return for each year, as follows:

2023: Antero Resources Corporation; APA Corporation; Chesapeake Energy Corporation; CNX Resources Corporation; Comstock Resources, Inc.; Coterra Energy, Inc.; Devon Energy Corporation; Diamondback Energy, Inc.; Hess Corporation; Marathon Oil Corporation; Matador Resources Company; Murphy Oil Corporation; Ovintiv Inc.; Pioneer Natural Resources Company; Range Resources Corporation; and Southwestern Energy Company (collectively “2023 Peer Group”). PDC Energy, Inc., which was acquired by Chevron Corporation in August 2023, is not included in the calculation of peer group TSR.

2022 (used for calculating peer total shareholder return for years 2020—2022): Antero Resources Corporation; APA Corporation; Chesapeake Energy Corporation; CNX Resources Corporation; Comstock Resources, Inc.; Coterra Energy, Inc.; Devon Energy Corporation; Diamondback Energy, Inc.; Marathon Oil Corporation; Matador Resources Company; Murphy Oil Corporation; Ovintiv Inc.; PDC Energy, Inc.; Range Resources Corporation; and Southwestern Energy Company (collectively “2020-22 Peer Group”). Continental Resources, Inc., which was taken private and ceased trading as a public company in November 2022, is not included in the calculation of peer group TSR for 2022. Chesapeake Energy Corporation, which emerged out of bankruptcy in 2021, is not included in the calculation of peer group TSR for 2020 and 2021.
In accordance with applicable SEC rules, peer group TSR for each year was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2019, through and including the end of the fiscal year for which TSR is being presented in the table. TSR calculations reflect reinvestment of dividends.
(5)
Amounts shown are net income (loss) attributable to EQT Corporation, as reflected in the Company’s Statements of Consolidated Operations for each of the years ended December 31, 2020, 2021, 2022, and 2023.
(6)
Free cash flow is a non-GAAP financial measure. See Appendix A for the definition of, and other important financial information regarding, this non-GAAP financial measure.
EQT CORPORATION20222024 PROXY STATEMENT|7581


EXECUTIVE COMPENSATIONPay Versus Performance
Narrative Discussion of Relationship Between CAP and Financial Performance Measures
One objective of the PVP Table is to illustrate how performance-based features in our executive compensation program operate to index pay to performance. As further explained below, we believe that the PVP Table reflects an alignment of CAP with improvements in the Company’s performance on key financial performance measures.
In addition to reviewing this discussion and the PVP Table above, we encourage you to read the Compensation Discussion and Analysis section of this proxy statement, which explains our executive compensation philosophy and programs as well as compensation decisions relating to 2023 compensation for our NEOs.
CAP Versus Company TSR
As illustrated in Chart 1 below, increases in the Company’s TSR over the four-year period 2020 through 2023 generally align with positive CAP values for our PEO and non-PEO NEOs over this same period. Our compensation program design emphasizes structuring a significant portion of NEO compensation in the form of at-risk, performance-based equity incentives — specifically, a mix of Incentive PSU awards and time-based RSUs and, in the case of our PEO, a stock option award granted in 2020.
The Company’s strong absolute TSR performance over this three-year period drove an on-average increase in the fair value of unvested and in-period vesting equity awards.
Chart 1: Alignment of PEO and Other NEOs’ CAP Amounts with Company TSR
[MISSING IMAGE: bc_alignment-pn.jpg]
Company TSR Versus Peer Group TSR
The Company continues to outperform its peer group on four-year cumulative TSR for the period 2020 through 2023. Specifically, as highlighted above, our compensation program is designed with a significant portion of NEO compensation being performance-based, variable at-risk compensation in the form of long-term equity incentive awards. The Company’s strong absolute TSR performance over this four-year period drove an increase in the fair value of unvested and in-period vesting equity awards, which resulted in positive CAP over the four-year period.
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Pay Versus Performance
Additionally, the Company’s Incentive PSU Program is designed with a payout factor tied to Company performance measured against a mix of absolute and/or relative TSR goals. These TSR-based performance measures provide for an increased award payout opportunity in the event of certain Company TSR outperformance against pre-established goals and, alternatively, a decreased award payout opportunity in the event of underperformance against these TSR goals.
As Chart 2 below illustrates, the Company outperformed the peer group on TSR over the four-year cumulative period. Consistent with applicable SEC rules, Company and peer group TSR were calculated on a cumulative, market-weighted basis over the four-year period of 2020 through 2023, assuming an initial investment of  $100 made on December 31, 2019. The list of our peer companies for each of the past four years, respectively, can be found in footnote 4 to the PVP Table.
Chart 2: Comparison of Company TSR and Peer Group TSR
[MISSING IMAGE: lc_peergroup-pn.jpg]
CAP Versus Free Cash Flow
As described above, we have identified free cash flow as our Company-Selected Measure that represents, in our view, the most important financial measure used to link CAP to our performance. Free cash flow, measured on a per-share basis, was the most heavily-weighted metric under our 2023 STIP, 2022 STIP, and 2021 STIP. As Chart 3 below shows, relative changes in CAP amounts generally align with relative changes in the Company’s free cash flow over each of the last four years. This is due primarily to the Company’s use of equity incentives in its compensation program and the positive impact on our stock price of increases in free cash flow.
EQT CORPORATION2024 PROXY STATEMENT|83

Pay Versus Performance
Chart 3: Alignment of CAP with Free Cash Flow
[MISSING IMAGE: bc_freecash-pn.jpg]
CAP Versus Net Income
SEC rules require that net income be presented as a performance measure in the PVP Table above. As the PVP Table illustrates, changes in CAP for our PEO and non-PEO NEOs are generally not aligned with performance on net income as a financial performance measure. We believe that this result is due, in part, to the impact of changes in the fair value of derivative instruments prior to settlement on the Company’s reported net income for a particular period. Natural gas is a commodity, and, therefore, we typically receive market-based pricing for our produced natural gas and natural gas liquids. To protect our cash flow from undue exposure to the risk of changing commodity prices, we hedge a portion of our forecasted natural gas production using derivative instruments (which we sometimes refer to as natural gas commodity price hedges) at, for the most part, New York Mercantile Exchange (NYMEX) natural gas prices. Volatility in the market price of natural gas over time causes us to recognize gains or losses on these hedges prior to their settlement, which impacts our reported net income in a manner which we believe is not necessarily reflective of the strength and financial performance of our business.
Important Financial Performance Measures
The following table sets forth an unranked list of the most important financial performance measures, including the Company-Selected Measure, used by the Company to link CAP for all NEOs to Company performance for 2023.
Relative Total Shareholder Return
Absolute Total Shareholder Return
Free Cash Flow(1)
(1)
Please see the Compensation Discussion and Analysis section of this proxy statement for a discussion of free cash flow, which, measured on a per-share basis, represents the most heavily-weighted financial performance measure under the Company’s 2023 STIP. Please also see Appendix A to this proxy statement for important information regarding the calculation of free cash flow, which is a non-GAAP performance measure.
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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 2021,2023, calculated pursuant to SEC rules, was $16,919,763.$10,600,926. The annual total compensation of the median employee of the Company for 2021,2023, calculated pursuant to SEC rules, was $122,460.$135,105. Accordingly, the ratio of the annual total compensation of the CEO to that of the median employee of the Company was 138:78:1 for 2021.2023.
In light ofFor the addition of 71 employeesyear ended December 31, 2023, we used the same median employee as a result of our acquisition ofwas used in the upstream and midstream business of Alta Resources in July 2021, as well asprevious year. For the adoption of our “equity for all” program during 2021,year ended December 31, 2022, we calculatedidentified a new median employee, as of December 31, 2021.
the employee we had identified in 2021 was no longer employed on the Determination Date (as defined below). In identifying the median employee, we used the following methodology, which was identical to the steps that we took in identifying the median employee in 2021. We used total direct compensation as our compensation measure and a determination date of December 31, 20212022 (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 aan RSU grant of restricted stock units in January 2021.
2022 (and again in 2023). We then selected the median employee, having identified the 20212022 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, with the exception of two employees who provided services under a temporary transition services agreement in connection with the closing of the acquisition of Alta Resources.calculation. We did not make any other assumptions, adjustments, or estimates with respect to our calculation of total direct compensation or our determination of the median employee.
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Long-Term Incentive Plan Matters
Proposal 3―Approval of Amendment to 2020 LTIP
Introduction
We are asking you to approve an amendment (the “2022 LTIP Amendment”) to the 2020 LTIP for the sole purpose of increasing the number of shares available for issuance under the 2020 LTIP. Our Board believes that the 2020 LTIP has been effective in attracting and retaining employees, officers, and directors of outstanding ability. Importantly, we believe that the 2020 LTIP provides incentives that align the economic interests of plan participants with those of our shareholders. To enable EQT to continue offering meaningful equity-based incentives to key employees, consultants, and non-employee directors, the Board believes that it is both necessary and appropriate to increase the number of shares available for issuance under the 2020 LTIP.
As a result, on February 22, 2022, our Board, on the recommendation of the Management Development and Compensation Committee, unanimously approved and adopted the 2022 LTIP Amendment, subject to shareholder approval. If approved by shareholders at the 2022 Annual Meeting, the 2022 LTIP Amendment will be effective upon such approval (the “Effective Date”). If approved by shareholders, the 2022 LTIP Amendment will amend the 2020 LTIP to increase the authorized number of shares available under the 2020 LTIP by 18,000,000 shares. If the 2022 LTIP Amendment is not approved by shareholders, the 2020 LTIP will remain in effect as it existed immediately prior to the 2022 Annual Meeting.
Overview of 2022 LTIP Amendment
Equity compensation is a vital component of our executive compensation philosophy. In addition to playing a pivotal role in our ability to continue to attract, retain, and motivate our employees (including our executive officers) and non-employee directors, equity compensation is a strategic asset in continuing our effectuation of the transformation of EQT. Equity compensation directly anchors our employees to long-term value creation. This anchoring is critical in establishing the type of aligned, nimble, and driven workforce needed to maximize value creation in a dynamic, transformative environment.
The Board believes it is in the best interests of EQT and its shareholders to approve the 2022 LTIP Amendment in order to continue to motivate outstanding performance by our executive officers, employees, consultants, and non-employee directors. If this proposal is not approved, we believe that we would need to make significant changes to our long-term incentive program, such as settling most or all awards in cash, thus reducing resources available to meet our business needs. We also believe that we would be at a significant disadvantage for recruiting, retaining, and motivating those individuals who are critical to our success, as the changes to our compensation practices would limit our flexibility to provide competitive compensation and thus our ability to attract, retain, and reward the caliber of employees, consultants, and non-employee directors necessary to achieve superior performance.
We are asking shareholders to approve the 2022 LTIP Amendment to authorize 18,000,000 new shares for issuance under the 2020 LTIP. As of February 15, 2022, up to 904,022 shares remained available for awards under the 2020 LTIP, based on the assumptions set forth in this Proposal 3 under “Key Data Relating to Outstanding Equity Awards.”
EQT CORPORATION20222024 PROXY STATEMENT|7785


Long-Term Incentive Plan Matters
Number of Shares Requested Under the 2022 LTIP Amendment
In determining the requested increase to the number of shares to be reserved by the 2022 LTIP Amendment, the Board considered the following:

Burn Rate.   Burn rate measures a company’s usage of shares for the company’s equity incentive plans as a percentage of its outstanding common stock. EQT has been advised by its independent consultant that its average annual burn rate of 1.16% over the last three-year period is considered reasonable by most institutional stockholders for a company of our size in our industry.

Forecasted Grants.   In determining EQT’s projected share utilization, the Board considered a forecast that included the following factors: (i) the shares needed for retention and attraction of executive officers, other key employees, and non-employee directors; (ii) forecasted future grants to all employees under our Equity for All program; and (iii) the shares remaining available for issuance under the 2020 LTIP.

Proxy Advisory Guidelines.   The Board considered publicly available proxy advisory guidelines with respect to the appropriate share reserve for an equity plan.

Independent Compensation Consultant Feedback.   The Board considered the advice of Meridian, EQT’s independent compensation consultant.

Share Request as a Percentage of Total Shares Outstanding.   As of February 15, 2022, the 2022 LTIP Amendment share request represented less than 5% of our common shares outstanding.
Assuming performance awards pay out at maximum levels, the plan share reserve under the 2020 LTIP, after giving effect to the 2022 LTIP Amendment, is estimated to provide a pool that will last for approximately two to three years from the Effective Date. Our actual share usage will also vary from our estimate based upon changes in market grant values, changes in the number of recipients, changes in our stock price, changes in the structure of our long-term incentive program, changes in our dividend rate, and forfeitures of outstanding awards. We believe that the proposed share reserve reflects an appropriate balance between our desire to allow maximum flexibility in a competitive labor market and shareholder interests of limiting dilution.
Good Corporate Governance Practices
The 2020 LTIP, as amended by the 2022 LTIP Amendment, will continue to reflect corporate governance best practices and shareholder-friendly features, including:

No Liberal Share Counting.   The 2020 LTIP prohibits the reuse of shares withheld or delivered to satisfy the exercise price of a stock option or SAR or to satisfy tax withholding requirements. The 2020 LTIP also prohibits “net share counting” upon the exercise of stock options or SARs and prohibits the reuse of shares purchased on the open market with the proceeds of option exercises.

Limitations on Awards to Non-Employee Directors.   The 2020 LTIP imposes a limit on the maximum value associated with awards ($500,000) that may be granted to any single non-employee director of the Company in any calendar year. Also, grants to non-employee directors under the 2020 LTIP may be made only pursuant to a plan, policy, or program or resolutions approved by the Board from time to time, and no other discretionary grants may be made to non-employee directors.

Minimum Vesting Periods.   Under the 2020 LTIP, awards generally may not vest in less than one year from the date of grant, subject to certain limited exceptions discussed below.

No Dividends on Unvested Awards.   The 2020 LTIP prohibits the current payment of dividends or dividend equivalent rights on unvested awards.

No Discounted Stock Options or Stock Appreciation Rights.   Each stock option and stock appreciation right (“SAR”) granted under the 2020 LTIP must have an exercise price or
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Long-Term Incentive Plan Matters
base price equal to or greater than the fair market value of the underlying common stock on the date of grant (other than awards assumed and converted in connection with the acquisition of another company).

No Repricing or Cash Buyouts.   The 2020 LTIP explicitly prohibits the repricing or cash buyouts of  “underwater” stock options or SARs without shareholder approval.

Awards Subject to Clawback.   Awards under the 2020 LTIP to all current and former executive officers of the Company are subject to the terms and conditions of a compensation recoupment, or “clawback,” policy adopted (and as may be amended from time to time) by the Management Development and Compensation Committee. The Company currently has a compensation recoupment policy applicable to current and former executive officers of the Company where the Company may, in certain circumstances, recoup certain annual and long-term incentive compensation paid to the covered individuals in the event of an accounting restatement due to material non-compliance with financial reporting requirements under U.S. securities laws.

Double Trigger Change of Control Vesting.   The 2020 LTIP provides, as a default, “double trigger” vesting of awards in the event of a change of control of the Company, provided that the awards are assumed by the acquiror or equitably converted in the transaction. In other words, vesting of such awards would accelerate only if the grantee’s employment was involuntarily terminated (including due to death or disability), or the grantee resigned for good reason, within two years after a change of control, rather than upon the occurrence of a change of control alone.

Fungible Share Pool.   The 2020 LTIP uses a fungible share pool under which each stock option and SAR counts as one share against the share reserve and each stock-settled full-value award (which includes any stock-settled award other than stock options or SARs) counts as two shares against the share reserve.

No “Evergreen” Provision.   Shares authorized for issuance under the 2020 LTIP cannot be automatically replenished.
These features of the 2020 LTIP, as amended by the 2022 LTIP Amendment, supplement other good governance practices we maintain with respect to our compensation program, including stock ownership guidelines and anti-hedging and anti-pledging policies, as described in the CD&A section of this proxy statement.
EQT CORPORATION2022 PROXY STATEMENT|79

Long-Term Incentive Plan Matters
Key Data Relating to Aggregate Outstanding Awards
The table below provides information, as of February 15, 2022, regarding outstanding equity-based awards, including outstanding equity awards under the 2020 LTIP and our Prior Plans (as defined below).
2020 LTIP and Prior Plans(1)
Stock Options and SARs
Shares subject to outstanding options and SARs4,007,710
Weighted average exercise price per share$19.85
Weighted average term remaining5.4 years
Full-Value Awards
Total shares underlying full-value awards (at maximum potential payouts for all full-value awards, other than the 2022 PSUs which are included at target)(2)
7,937,637
Available for Future Grants
Shares available for future grants (if outstanding full-value awards in previous row are paid at maximum, other than the 2022 PSUs)(3)
904,022
(1)
“Prior Plans” include the 2019 Long-Term Incentive Plan (“2019 LTIP”), the 2014 Long-Term Incentive Plan (“2014 LTIP”), and the 2009 Long-Term Incentive Plan, as amended and restated through July 11, 2012 (“2009 LTIP”). Effective as of May 1, 2020, with the adoption of the 2020 LTIP, the Company ceased making new grants under the 2019 LTIP. Effective as of July 10, 2019, in connection with the adoption of the 2019 LTIP, the Company ceased making new grants under the 2014 LTIP. Effective as of April 30, 2014, in connection with the adoption of the 2014 LTIP, the Company ceased making new grants under the 2009 LTIP. The 2019 LTIP, 2014 LTIP, and the 2009 LTIP remain effective solely for the purpose of issuing shares upon the exercise or payout of awards outstanding under such plans on May 1, 2020 (for the 2019 LTIP), July 10, 2019 (for the 2014 LTIP) and April 30, 2014 (for the 2009 LTIP).
(2)
For purposes of counting full-value awards in the table above, (i) outstanding performance awards under the 2019 LTIP (the “2020 PSUs”) are counted at a 1.5x multiple and (ii) outstanding performance awards granted in 2021 under the 2020 LTIP (the “2021 PSUs”) are counted at a 2.0x multiple, in each case assuming maximum performance is achieved under the applicable award agreements. Outstanding performance awards granted in 2022 under the 2020 LTIP (the “2022 PSUs”) are counted at target. The actual number of shares awarded at the end of the applicable performance periods will range between 0% and 150% (for the 2020 PSUs), between 0% and 200% (for the 2021 PSUs), and between 0% and 220% (for the 2022 PSUs) of the target awards, based upon the Company’s actual performance through the end of the applicable performance periods and the exercise of downward discretion, if any, by the Management Development and Compensation Committee.
(3)
Represents shares available for future grant under the 2020 LTIP based on the total shares underlying full-value awards specified in the table above, but with each share underlying a full value award counting as two shares against the plan’s share reserve, consistent with the fungible share pool provisions of the 2020 LTIP. No new awards may be granted under the Prior Plans.
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Long-Term Incentive Plan Matters
Significant Historical Award Information
Common measures of a stock plan’s cost include equity run rate (or “burn rate”), dilution, and overhang. The equity run rate refers to how fast a company uses the supply of shares authorized for issuance under its stock plan. Dilution and overhang measure the degree to which our shareholders’ ownership may be diluted by stock-based incentive compensation under the 2020 LTIP.
We closely monitor our share usage and believe we have been judicious in our use of shares previously authorized by our shareholders, who most recently approved the 2020 LTIP in May 2020.
The following table and related footnotes show our key equity metrics over the past three years, including the impact of target versus maximum payout of outstanding performance-based full-value awards. The actual number of shares awarded at the end of the applicable performance periods are based upon the Company’s actual performance through the end of the applicable performance periods and the exercise of downward discretion, if any, by the Management Development and Compensation Committee.
KEY EQUITY METRICS
(AT TARGET, as of December 31)
202120202019
Equity Run Rate(1)0.78%1.92%0.78%
Dilution(2)2.71%2.95%3.07%
Overhang(3)5.06%7.96%8.31%
(1)
Equity run rate is calculated by dividing the number of shares subject to equity incentive awards granted during the year by the weighted-average number of shares outstanding during the year. Assuming the performance-based full-value awards would pay out at maximum levels, the equity run rate was 1.03%, 2.17%, and 1.15% for 2021, 2020, and 2019, respectively.
(2)
Dilution is calculated by dividing the number of shares subject to equity incentive awards outstanding at the end of the year by the number of shares outstanding at the end of the year. Assuming the then-outstanding performance-based full-value awards would pay out at maximum levels, the potential dilution was 3.35%, 3.59%, and 3.60% 2021, 2020, and 2019, respectively.
(3)
Overhang is calculated by dividing (i) the sum of  (A) the number of shares subject to equity incentive awards outstanding at the end of the year and (B) the number of shares available for future grants under our equity incentive plans at the end of the year, by (ii) the sum of  (A) the number of shares outstanding at the end of the year, (B) the number of shares subject to equity incentive awards outstanding at the end of the year, and (C) the number of shares available for future grants under our equity incentive plans. Assuming the then-outstanding performance-based full-value awards would pay out at maximum levels, the overhang was 4.40%, 7.42%, and 8.75% for 2021, 2020, and 2019, respectively.
Authorized Shares and Stock Price
Our restated articles of incorporation authorize the issuance of 640 million shares of common stock. There were 376,500,269 shares of our common stock issued and outstanding as of February 15, 2022, and the closing price of a share of our common stock as of that date was $23.10.
Summary of the 2020 LTIP
The principal features of the 2020 LTIP are summarized below. The summary is qualified in its entirety by the full text of the 2022 LTIP Amendment and the 2020 LTIP, which are set forth as Appendix C and D to this proxy statement, respectively.
Purpose and Eligibility
The purpose of the 2020 LTIP is to assist the Company in attracting, retaining, and motivating employees, officers, directors, and individual consultants of outstanding ability and to align their interests with those of the shareholders of the Company.
Active employees (including employees who also are directors or officers), consultants, and non-employee directors of the Company or any of its affiliates are eligible to participate in and receive
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awards under the 2020 LTIP. As of February 15, 2022, the Company and its subsidiaries had 689 employees (including six executive officers) and 214 consultants, and the Company had 12 non-employee directors, all of whom would be eligible, under the terms of the 2020 LTIP, to participate therein.
Because our executive officers and non-employee directors are eligible to receive awards under the 2020 LTIP, they may be deemed to have a personal interest in the approval of this Proposal 3.
Shares Available for Awards
If the 2022 LTIP Amendment is approved, the aggregate number of shares of the Company’s common stock that may be issued under the 2020 LTIP, as amended, will be (i) 18,000,000 shares, plus (ii) any shares that remained available for issuance under the 2020 LTIP as of immediately prior to the Effective Date, plus (iii) any Returning Shares (as defined below), subject to proportionate adjustment in the event of stock splits and similar events. Shares underlying stock options and SARs will count as one share, and shares underlying all other stock-settled awards will count as two shares, against the number of shares available for issuance under the 2020 LTIP. Shares subject to awards, or outstanding awards under a Prior Plan, that terminate or expire unexercised, or are canceled, forfeited, or lapse for any reason, and shares underlying awards that are ultimately settled in cash or property other than shares, will again become available for future grants of awards under the 2020 LTIP (collectively, “Returning Shares”). The following will not be used to replenish the plan share reserve: (i) shares delivered by the participant or withheld from an award to satisfy tax withholding requirements, (ii) shares delivered or withheld to pay the exercise price of a stock option, (iii) shares retained by the Company upon the net settlement of a stock option or SAR, and (iv) shares repurchased on the open market with the proceeds of option exercises. No awards may be granted under the 2020 LTIP, as amended, after the Company’s annual meeting of shareholders in 2030.
Administration
Except in the case of awards to non-employee directors of the Company, the 2020 LTIP is administered by the Management Development and Compensation Committee or such other committee of the Board as may be designated by the Board. Each member of such committee must be a “non-employee director” as defined in Rule 16b-3 under the Exchange Act, and an independent director under the NYSE listing standards. In the case of awards to non-employee directors, the 2020 LTIP is administered by the Board. As used in this proposal, the term “Committee” is used to refer to the Management Development and Compensation Committee in the case of awards to employees or consultants of the Company or the Board in the case of awards to non-employee directors.
The Committee has full authority, in its discretion, to interpret the 2020 LTIP and to determine the persons who will receive awards and, subject to the limits of the 2020 LTIP, the number of shares to be covered by each award.
Permissible Awards
The 2020 LTIP authorizes the granting of awards in any of the following forms:

market-priced stock options to purchase shares of Company common stock, which may be designated under the Code as nonstatutory stock options (which may be granted to all participants) or incentive stock options (which may be granted to officers and employees but not to non-employee directors), and the term of which may not exceed 10 years;

SARs, which give the holder the right to receive the difference (payable in cash or stock, as specified in the award agreement) between the fair market value per share of Company common stock on the date of exercise over the base price of the award (which cannot be less than the fair market value of the underlying stock as of the grant date), and the term of which may not exceed 10 years;

restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Committee;
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restricted stock units, which represent the right to receive shares of common stock (or an equivalent value in cash or other property, as specified in the award agreement) at a designated time in the future;

performance awards, which represent restricted stock, restricted stock units, or a right to receive cash, shares of common stock, or other property, or any combination thereof, based on the achievement, or the level of achievement, of one or more performance goals during a specified performance period, as established by the Committee;

dividend equivalents, which entitle the participant to payments (or an equivalent value payable in stock or other property) equal to any dividends paid on the shares of common stock underlying an award other than a stock option or SAR, provided that no dividends equivalents may be paid before the underlying award vests;

other equity-based awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on shares of common stock or equity of the Company’s affiliates, including unrestricted stock grants, purchase rights, or other rights or securities that are convertible or exchangeable into shares of common stock or equity of the Company’s affiliates; and

cash-based awards, including performance-based annual incentive awards.
Performance Awards
The Committee may establish performance goals for performance awards based on any criteria selected by the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate to the participant, one or more subsidiaries or other affiliates, any branch, department, business unit or other portion thereof, and/or upon a comparison of such performance with the performance of a peer group of corporations, prior Company performance or other measures selected or defined by the Committee before, at or after the grant date. Such performance goals may be based on, without limitation, the following criteria: (i) earnings per share; (ii) revenue; (iii) expenses; (iv) return on equity; (v) return on total capital; (vi) return on assets; (vii) earnings (such as net income, EBIT and similar measures); (viii) cash flow (such as EBITDA, EBITDAX, after-tax cash flow, and similar measures); (ix) share price; (x) economic value added; (xi) debt reduction; (xii) gross margin; (xiii) operating income; (xiv) volumes metrics (such as volumes sold, volumes produced, volumes transported, and similar measures); (xv) land metrics (such as acres acquired, land permitted, land cleared, and similar measures); (xvi) drilling and well metrics (such as number of gross or net wells drilled, number of horizontal wells drilled, cost per well, and similar measures); (xvii) operating efficiency metrics (such as lease operating expense and other unit operating expense measures, general and administrative expense (“G&A”) per Mcf, G&A per customer and other G&A metrics, lost and unaccounted for gas metrics, days from completed well to flowing gas, and similar measures); (xviii) reserves, reserve replacement ratios, and similar measures; (xix) customer service measures (such as wait time, on-time service, calls answered, and similar measures); and (xx) total shareholder or unitholder return.
Performance goals may be specified in absolute terms, on an adjusted basis, in percentages, or in terms of growth or reduction from period to period or growth or reduction rates over time, as well as measured relative to the performance of a group of comparator companies, or a published or special index, or a stock market index, that the Committee deems appropriate. Performance goals need not be based upon an increase or positive result under a business criterion and could include, for example, the maintenance of the status quo, the reduction of expenses or the limitation of economic losses (measured, in each case, by reference to a specific business criterion). Performance measures may but need not be determinable in conformance with GAAP.
Unless otherwise determined by the Committee and provided in an award agreement, during the two and one-half  (212) months following the end of the calendar year in which vesting occurs, the Company shall pay to the participant in cash an amount equal to the value of the performance award earned as of such vesting date in cash, shares of common stock, or the fair market value of other property as determined by the Committee in its discretion.
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Limitations on Awards
The maximum aggregate number of shares subject to incentive stock options that can be granted under the 2020 LTIP over the term of the 2020 LTIP to all employees is 10,000,000.
Subject to the adjustment provisions of the 2020 LTIP in the case of stock splits and similar events, the maximum value associated with awards granted under the 2020 LTIP to any single non-employee director of the Company in any calendar year is $500,000.
Limitations on Vesting Provisions
Generally, awards granted under the 2020 LTIP have a minimum vesting period of one year (or, if earlier, but solely in respect of grants to non-employee directors, the next annual meeting of shareholders that occurs fifty (50) weeks or more after the grant date); provided, however, that (i) up to five percent (5%) of the maximum number of shares available for issuance under the 2020 LTIP may be granted without being subject to the foregoing minimum vesting period, and (ii) any dividends or dividend equivalents issued in connection with any award shall not be subject to or counted for either such minimum vesting restriction or such five percent (5%) share issuance limit.
Anti-Dilution Adjustments
In the event of a transaction between the Company and its shareholders that causes the per share value of the Company’s common stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering, or large nonrecurring cash dividend), the Committee must make such adjustments to the 2020 LTIP and awards as it deems to be necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. In the event of a stock split, a stock dividend, or a combination or consolidation of the outstanding common stock into a lesser number of shares, the authorization limits under the 2020 LTIP will automatically be adjusted proportionately, and the shares then subject to each award will automatically be adjusted proportionately without any change in the aggregate purchase price. The Committee also has discretion to make certain other adjustments to outstanding awards in the event of corporate events or transactions, such as a determination that awards will be settled in cash rather than shares, that awards will become vested or that awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction.
Treatment of Awards Upon a Change of Control
Unless otherwise provided in the award agreement or another operative agreement, the following provisions will apply in the case of a change of control of the Company (as defined in the 2020 LTIP):
With respect to awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with a change of control, if within two years after the effective date of the change of control, a participant’s employment is terminated due to death or disability or without “cause” or the participant resigns for “good reason” ​(as such terms are defined in the 2020 LTIP), then:

all of the participant’s outstanding stock options and SARs will become fully vested and remain exercisable for a period of 90 days (or such longer period as provided in the award agreement) or until the earlier expiration of the original term of the stock option or stock appreciation right;

all time-based vesting restrictions on the participant’s outstanding awards will lapse as of the date of termination, and payment of such awards will be made within 30 days after the date of the participant’s termination; and

all performance criteria and other conditions to payment of the participant’s outstanding performance awards will be deemed to be achieved or fulfilled, measured at the actual performance level achieved as of the end of the calendar quarter immediately preceding the date of the participant’s termination, and payment of such awards on that basis will be made within 30 days after the date of the participant’s termination.
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Notwithstanding the foregoing, to the extent required by Code Section 409A, an award will vest on the basis described above but remain payable on the date(s) provided in the underlying award agreements.
Upon the occurrence of a change of control in which awards are not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change of control:

all outstanding stock options and SARs will become fully vested and remain exercisable for a period of 90 days (or such longer period as provided in the award agreement) or until the earlier expiration of the original term of the stock option or stock appreciation right;

all time-based vesting restrictions on outstanding awards will lapse, and payment of such awards will be made at the time of the change of control; and

all performance criteria and other conditions to payment of outstanding performance awards will be deemed to be achieved or fulfilled, measured at the actual performance level achieved as of the end of the calendar quarter immediately preceding the date of the change of control (or as of the time of the change of control, in the case of performance awards in which the performance condition is measured by stock or unit price or total shareholder or unitholder return), and payment of such awards on that basis will be made at the time of the change of control.
Notwithstanding the foregoing, to the extent required by Code Section 409A, an award will vest on the basis described above but remain payable on the date(s) provided in the underlying award agreements.
Prohibition on Repricing or Cash Buyouts
Except as provided in the anti-dilution provisions of the 2020 LTIP, outstanding stock options and SARs cannot be repriced, directly or indirectly, without the prior approval of the Company’s shareholders. The exchange of an “underwater” stock option or stock appreciation right (i.e., a stock option or stock appreciation right having an exercise price or base price in excess of the current market value of the underlying stock) for another award or for cash would be considered an indirect repricing and would, therefore, require the prior approval of the Company’s shareholders.
Limitations on Transfer; Beneficiaries
No right or interest of a participant in any award may be pledged or encumbered to or in favor of any person other than the Company, or be subject to any lien, obligation, or liability of the participant to any person other than the Company or an affiliate of the Company. Except to the extent otherwise determined by the Committee with respect to awards other than incentive stock options, no award may be assignable or transferable by a participant otherwise than by will or the laws of descent and distribution. In no event may an award be transferred for value or consideration.
Beneficiaries, guardians, legal representatives, and other persons claiming rights under the 2020 LTIP from or through any participant are subject to all of the terms and conditions of the 2020 LTIP and any award agreement thereunder as well as any additional restrictions deemed to be necessary or appropriate by the Committee.
Termination and Amendment
The Board may amend, suspend, or terminate the 2020 LTIP at any time, except that no amendment, suspension, or termination may be made without the approval of the Company’s shareholders if shareholder approval is required by any federal or state law or regulation or by the rules of any stock exchange on which the Company’s common stock may then be listed, or if the amendment, alteration, or other change materially increases the benefits accruing to participants, increases the number of shares available under the 2020 LTIP, or modifies the requirements for participation under the 2020 LTIP, or if the Board in its discretion determines that obtaining such shareholder approval is for any reason advisable. Without the prior approval of the Company’s shareholders, the 2020 LTIP may not be amended to permit the repricing of stock options or SARs, directly or indirectly.
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Federal Income Tax Consequences
The brief U.S. federal income tax description with respect to Federal income tax treatment applicable to the Company and 2020 LTIP participants set forth below is intended for general information only and does not purport to be a complete analysis of all of the potential tax effects of the 2020 LTIP, or constitute tax advice to the participants. It is based upon laws, regulations, rulings, and decisions now in effect, all of which are subject to change. State, local, and foreign tax consequences are not discussed, and may vary from jurisdiction to jurisdiction. Tax consequences may vary with the identity of the recipients and the method of payment or settlement. The Company does not provide tax advice to participants and each participant should rely on his or her own tax advisers regarding federal income tax treatment under the 2020 LTIP. The 2020 LTIP is not subject to the protective provisions of the Employee Retirement Income Security Act of 1974 and is not qualified under Section 401(a) of the Code.
Nonstatutory Stock Options.   There will be no federal income tax consequences to the optionee or to the Company upon the grant of a nonstatutory stock option under the 2020 LTIP. When the optionee exercises a nonstatutory stock option, however, he or she will recognize ordinary income in an amount equal to the excess of the fair market value of the stock received upon exercise of the stock option at the time of exercise over the exercise price, and the Company will be allowed a corresponding federal income tax deduction, subject to any applicable limitations under Code Section 162(m). Any gain (or loss) that the optionee realizes when he or she later sells or disposes of the option shares will be short-term or long-term capital gain (or loss), depending on how long the shares were held. The capital gain (or loss) will be short-term if the option shares are disposed of within one year after the nonstatutory stock option is exercised, and long-term if the option shares are disposed of more than 12 months as of the sale date.
Incentive Stock Options.   There will be no federal income tax consequences to the optionee or to the Company upon the grant or exercise of an incentive stock option (note, however, that the difference between the fair market value of the option shares at the time of exercise and the exercise price will be an item of adjustment for purposes of determining the optionee’s alternative minimum taxable income). If the optionee holds the option shares for the required holding period of at least two years after the date of grant and one year after exercise, the difference between the exercise price and the amount realized upon sale or disposition of the option shares will be long-term capital gain or loss, and the Company will not be entitled to a federal income tax deduction. If the optionee disposes of the option shares in a sale, exchange, or other disqualifying disposition before the required holding period ends, in general, he or she will recognize taxable ordinary income in an amount equal to the excess of the fair market value of the option shares at the time of exercise over the exercise price (and capital gain on the excess, if any, of the amount realized on the disqualifying disposition over the fair market value of the shares of common stock at the time of exercise), and the Company generally will be allowed a federal income tax deduction equal to such amount, subject to any applicable limitations under Code Section 162(m). Any gain that the optionee realizes when he or she later sells or disposes of the option shares will be short-term or long-term capital gain, depending on how long the optionee held the shares.
Stock Appreciation Rights.   SARs are treated very similarly to nonstatutory stock options for federal tax purposes. A participant receiving a SAR under the 2020 LTIP will not recognize income, and the Company will not be allowed a federal income tax deduction, at the time the award is granted. When the participant exercises the stock appreciation right, however, he or she will recognize ordinary income in an amount equal to the excess of the fair market value of stock (or cash) received upon exercise of the SAR at the time of exercise over the exercise price, and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). If the SAR is paid in stock, then any gain (or loss) that the participant realizes when he or she later sells or disposes of the SAR shares will be short-term or long-term capital gain (or loss), depending on how long the shares were held. The capital gain (or loss) will be short-term if the SAR shares are disposed of within one year after the SAR is exercised, and long-term if the SAR shares were held for more than 12 months after exercise.
Restricted Stock.   Unless a participant makes an election to accelerate recognition of the income to the date of grant as described below, a participant will not recognize income, and the Company will not
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be allowed a federal income tax deduction, at the time a restricted stock award is granted, provided that the award is nontransferable and is subject to a substantial risk of forfeiture. When the restrictions lapse, the participant will recognize ordinary income equal to the fair market value of the stock as of that date (less any amount he or she paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).
If the participant files an election with the Internal Revenue Service under Code Section 83(b), with adequate notice to the Company, within 30 days after the date of grant of the restricted stock, he or she will recognize ordinary income as of the date of grant equal to the fair market value of the stock as of that date (less any amount paid for the stock), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). Any future appreciation in the stock will be taxable to the participant at capital gains rates. However, if the stock is later forfeited, the participant will not be able to recover the tax previously paid pursuant to the Code Section 83(b) election.
Restricted Stock Units.   A participant will not recognize income, and the Company will not be allowed a federal income tax deduction, at the time of grant of a restricted stock unit. Upon receipt of cash, stock, or other property in settlement of a restricted stock unit award, the participant will recognize ordinary income equal to the fair market value of the stock or other property as of that date (less any amount he or she paid for the stock or other property), and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m). If the recipient receives shares of stock upon settlement then, upon disposition of such shares, appreciation or depreciation after the settlement date is treated as either short-term or long-term capital gain, depending on how long the shares have been held.
Performance Awards.   A participant will not recognize income, and the Company will not be allowed a federal income tax deduction, at the time a performance award is granted (for example, when the performance goals are established). Upon receipt of cash, stock, or other property in settlement of a performance award, the participant will recognize ordinary income equal to the cash, stock, or other property received, and the Company will be allowed a corresponding federal income tax deduction at that time, subject to any applicable limitations under Code Section 162(m).
Other Equity-Based Awards and Other Cash Awards.   A participant will recognize ordinary income upon receipt of cash pursuant to a cash award and the Company will generally be entitled to a deduction equal to the amount of ordinary income realized by the participant, subject to any applicable limitations under Code Section 162(m). The federal income tax consequences of other equity-based awards will depend on how the awards are structured. Generally, the Company will be entitled to a deduction with respect to other equity-based awards only to the extent that the recipient realized compensation income in connection with such awards.
Code Section 409A.   Section 409A of the Code (“Section 409A”) applies to compensation that individuals earn in one year but that is not paid until a future year. This is referred to as nonqualified deferred compensation. Section 409A, however, does not apply to qualified plans (such as a Section 401(k) plan) and certain welfare benefits. If deferred compensation covered by Section 409A meets the requirements of Section 409A, then Section 409A has no effect on the individual’s taxes. The compensation is taxed in the same manner as it would be taxed if it were not covered by Section 409A. If a deferred compensation arrangement does not meet the requirements of Section 409A, the compensation is subject to accelerated taxation in the year in which such compensation is no longer subject to a substantial risk of forfeiture and certain additional taxes, interest, and penalties, including a 20% additional income tax. Section 409A has no effect on FICA (Social Security and Medicare) tax.
The 2020 LTIP permits the grant of various types of incentive awards, which may or may not be exempt from Section 409A. Restricted stock awards, stock options, and SARs that comply with the terms of the 2020 LTIP, are designed to be exempt from the application of Section 409A. Restricted stock units and cash incentive awards granted under the 2020 LTIP, whether time-based or performance-based, would be subject to Section 409A unless they are designed to satisfy the short-term deferral exemption from such law. If not exempt, such awards must be specially designed to meet the requirements of
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Section 409A in order to avoid early taxation and penalties. Awards under the 2020 LTIP are intended to comply with the requirements of Section 409A or an exception thereto. Notwithstanding, Section 409A may impose upon a participant certain taxes or interest charges for which the participant is responsible. Section 409A does not impose any penalties on the Company and does limit the Company’s deduction with respect to compensation paid to a participant, though the Company does have an obligation to withhold, remit, and report income and related taxes in compliance with the requirements of Section 409A.
Company Deduction.   The Company generally may deduct any compensation or ordinary income recognized by the recipient of an award under the 2020 LTIP when recognized, subject to the limits of Code Section 162(m). Prior to 2018, Code Section 162(m) imposed a $1 million limit on the amount a public company may deduct for compensation paid to a company’s chief executive officer or any of the company’s three other most highly compensated executive officers (other than the chief financial officer) who are employed as of the end of the year. This limitation did not apply to compensation that met Code requirements for “qualified performance-based compensation.”
The performance-based compensation exemption, the last day of the year determination date, and the exemption of the chief financial officer from Code Section 162(m)’s deduction limit have all been repealed under the Tax Cuts and Jobs Act of 2017, effective for taxable years beginning after December 31, 2017, such that awards paid under the 2020 LTIP to our covered current and former executive officers may not be deductible for such taxable years due to the application of the $1 million deduction limitation.
As in prior years, while deductibility of executive compensation for federal income tax purposes is among the factors the Committee considers when structuring our executive compensation, it is not the sole or primary factor considered. Our Board and the Committee retain the flexibility to authorize compensation that may not be deductible if they believe it is in our best interests.
Consequences of Change of Control.   If a change of control of the Company causes awards under the 2020 LTIP to accelerate vesting or is deemed to result in the attainment of performance goals, the participants could, in some cases, be considered to have received “excess parachute payments,” which could subject participants to a 20% excise tax on the excess parachute payments and could result in a disallowance of the Company’s deductions under Section 280G of the Code.
Tax Withholding.   The Company and its affiliates have the right to deduct or withhold, or require a participant to remit to the Company and its affiliates, an amount sufficient to satisfy federal, state, and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction, or other taxable event arising as a result of the 2020 LTIP.
New Plan Benefits
Because it is within the Committee’s discretion to determine which non-employee directors, officers, employees and consultants receive awards under the 2020 LTIP, as amended by the 2022 LTIP Amendment, and the types and amounts of those awards, it is not possible at present to specify the persons to whom awards will be granted in the future, and the amounts and types of individual grants.
All employees of EQT, including all six of EQT’s executive officers, are eligible to participate in the 2020 LTIP, and it is expected that all permanent employees (including all executive officers) will be granted awards under the 2020 LTIP, as amended. See the “Grants of Plan-Based Awards” section above for a description of equity grants made to our named executive officers during 2021 under the 2020 LTIP. All non-employee directors are also eligible to receive awards under the 2020 LTIP, as amended. Each non-employee director has generally received an annual grant of RSUs constituting approximately $200,000 in value on the date of award. See the “Directors’ Compensation” section above for a description of equity grants made to our non-employee directors during 2021. Non-employee directors were granted such annual awards under the 2020 LTIP for 2021.
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The Board of Directors recommends a vote FOR approval of the 2020 LTIP Amendment.
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Equity Compensation Plan Information
The following table and related footnotes provide information as of December 31, 2021 with respect to shares of the Company’s common stock that may be issued under the Company’s existing equity compensation plans, including the 2020 LTIP, 2019 LTIP, the 2014 LTIP, the 2009 LTIP, the 2008 Employee Stock Purchase Plan (“2008 ESPP”), and 2005 Directors’ Deferred Compensation Plan (“DDCP”).
Plan CategoryNumber of Securities
To Be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(A)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
(B)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans, Excluding
Securities Reflected in
Column A
(C)
Equity Compensation Plans Approved by Shareholders(1)
10,047,167(2)19.80(3)4,678,202(4)
Equity Compensation Plans Not Approved by Shareholders(5)
51,151(6)N/A122,142(7)
Total10,098,31819.804,800,344
(1)
Consists of the 2020 LTIP, 2019 LTIP, 2014 LTIP, the 2009 LTIP, and the 2008 ESPP.
(2)
Consists of  (i) 1,844,520 shares subject to outstanding performance awards under the 2020 LTIP, inclusive of dividend reinvestments thereon (counted at a 2X multiple assuming maximum performance is achieved under the awards (representing 922,260 target awards and dividend reinvestments thereon)), (ii) 109,966 shares subject to outstanding directors’ deferred stock units under the 2020 LTIP, inclusive of dividend reinvestments thereon, (iii) 2,053,512 shares subject to outstanding performance awards under the 2019 LTIP, inclusive of dividend reinvestments thereon (counted at a 1.5X multiple assuming maximum performance is achieved under the awards (representing 1,369,008 target awards and dividend reinvestments thereon)), (iv) 2,240,000 shares subject to outstanding stock options and stock appreciation rights under the 2019 LTIP, (v) 39,439 shares subject to outstanding directors’ deferred stock units under the 2019 LTIP, inclusive of dividend reinvestments thereon, (vi) 1,292,969 shares subject to outstanding performance awards under the 2014 LTIP, inclusive of dividend reinvestments thereon (counted at a 2.75X multiple assuming maximum performance is achieved under the awards (representing 470,170 target and confirmed awards and dividend reinvestments thereon)), (vii) 1,487,329 shares subject to outstanding stock options under the 2014 LTIP, (viii) 95,547 shares subject to outstanding directors’ deferred stock units under the 2014 LTIP, inclusive of dividend reinvestments thereon, (ix) 866,076 shares subject to outstanding stock options under the 2009 LTIP; and (x) 17,809 shares subject to outstanding directors’ deferred stock units under the 2009 LTIP, inclusive of dividend reinvestments thereon.
(3)
The weighted-average exercise price is calculated solely based on outstanding stock options and stock appreciation rights under the 2019 LTIP, 2014 LTIP and the 2009 LTIP and excludes deferred stock units under the 2019 LTIP, 2014 LTIP, and the 2009 LTIP and performance awards under the 2019 LTIP, 2014 LTIP and 2009 LTIP. The weighted average remaining term of the outstanding stock options and stock appreciation rights was 4.2 years and 8.0 years, respectively, as of December 31, 2021.
(4)
Consists of  (i) 4,436,758 shares available for future issuance under the 2020 LTIP and (ii) 241,444 shares available for future issuance under the 2008 ESPP. As of December 31, 2021, no shares were subject to purchase under the 2008 ESPP.
(5)
Consists of the 2005 DDCP, which is described above under “Director Deferred Compensation.”
(6)
Consists entirely of shares invested in the EQT common stock fund, payable in shares of common stock, allocated to non-employee directors’ accounts under the DDCP as of December 31, 2021.
(7)
Consists entirely of shares available for future issuance under the DDCP as of December 31, 2021.
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Audit Matters
Audit Matters

Proposal 4―3―Ratification of the Appointment of Independent Registered Public Accounting Firm
The Audit Committee annually evaluates the selection of our independent registered accounting firm each year and has reappointed Ernst & Young LLP as the Company’s independent registered public accounting firm (an independent accounting firm) to examine the consolidated financial statements of the Company and its subsidiaries for the fiscal year ending December 31, 2022.2024. In deciding whether to reappoint Ernst & Young LLP, the Audit Committee considered a number of factors, including, but not limited to, theErnst & Young LLP’s independence, quality of services, the effectiveness of communications, and the technical expertise and knowledge of the industry. The Audit Committee is directly involved with the selection of the lead engagement partner, including in connection with the mandated rotation of the independent auditor’s lead engagement partner every five years.
Ernst & Young LLP (including its predecessor) has acted as an independent accounting firm for the Company since 1950. Although shareholder approval is not required for the appointment of an independent accounting firm, the Audit Committee and the Board believe that soliciting the Company’sour shareholders’ input is a matter of good corporate governance. If the shareholders fail to ratify the appointment of Ernst & Young LLP, it will be considered as a directive to the Audit Committee and the Board to consider the appointment of another independent accounting firm; however, the Board and the Audit Committee are not required to do so. Even if Ernst & Young LLP’s appointment is ratified, the Board and the Audit Committee may select a different independent accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.
Representatives of Ernst & Young LLP are expected to be present by virtual participation at the 20222024 Annual Meeting to respond to appropriate questions from shareholders and to make a statement if such representatives desire to do so.
[MISSING IMAGE: tm2039127d1-icon_tickbox4c.jpg][MISSING IMAGE: ic_tickbox-pn.jpg]
The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022.2024.
9086|ir.eqt.com


Audit Matters
Auditor Fees
The following chart details the fees billed to the Company by Ernst & Young LLP during 20212023 and 2020:2022:
Fiscal Year Ended December 31,Fiscal Year Ended December 31,
E&Y Fees2021
($)
2020
($)
E&Y Fees2023
($)
2022
($)
Audit fees(1)3,074,1962,982,521Audit fees(1)2,740,0002,544,000
Audit-related fees(2)421,136407,460Audit-related fees(2)140,000119,230
Tax fees(3)00All other fees(3)6,5450
All other fees00Total fees(4)2,886,5452,663,230
Total fees3,495,3323,389,981
(1)

Audit fees include fees for the audit of the Company’s annual consolidated financial statements and effectiveness of internal control over financial reporting, reviews of financial statements included in the Company’s quarterly reports on Form 10-Q, issuance of consents, comfort letters, and services that are normally provided in connectionassistance with statutory and regulatory filings or engagements, including certain attest engagements and consents.review of documents filed with the SEC.
(2)

Audit-related fees include fees for audits of, and consents related to, employee benefit plans, work performed in connection with registration statements, such as due diligence proceduresplan audits, audit and issuance of comfort letters,attest services required by partners or other third party stakeholders, internal control advisory services outside the scope of the Company’s audit, and attest engagements not required by statute or regulation.
(3)

TaxAll other fees include fees for a subscription to Ernst & Young LLP’s Atlas service, an electronic accounting and research tool.
(4)
Total fees, which include fees for tax advisory services and tax planning services.services, have been excluded from the above table as no such fees were incurred during 2023 or 2022.
The Audit Committee has adopted athe Policy Relating to Services of Registered Public Accountant, under which the Company’s independent accounting firm is not allowed to perform any service that may have the effect of jeopardizing the firm’s independence. Without limiting the foregoing, the independent accounting firm may not be retained to perform the following:


Bookkeeping or other services related to the accounting records or financial statementsstatements;


Financial information systems design and implementationimplementation;


Appraisal or valuation services, fairness opinions, or contribution-in-kind reportsreports;


Actuarial servicesservices;


Internal audit outsourcing servicesservices;


Management functionsfunctions;


Human resources functionsfunctions;


Broker-dealer, investment adviser, or investment banking servicesservices;


Legal servicesservices;


Expert services unrelated to the auditaudit; or


Prohibited tax servicesservices.
All audit and permitted non-audit services for the Company and its subsidiaries must be pre-approved by the Audit Committee. The Audit Committee has delegated specific pre-approval authority with respect to audit and permitted non-audit services to the Chair of the Audit Committee, but only where pre-approval is required to be acted upon prior to the next Audit Committee meeting and where the aggregate audit and permitted non-audit services fees are not more than $75,000.$150,000. The Audit Committee encourages management to seek pre-approval from the Audit Committee at its regularly scheduled meetings. In 2021,2023, 100% of the professional fees reported as audit-related fees required to be pre-approved complied with the above policy.
EQT CORPORATION20222024 PROXY STATEMENT|9187


Audit Matters
Report of the Audit Committee
The primary role of the Audit Committee is to assist the Board of Directors in its oversight of the Company’s accounting and financial reporting processes. In doing so, the Audit Committee is responsible for the appointment and compensation of the Company’s independent registered public accounting firm and has oversight for assessing its qualification, independence, and performance. The Audit Committee’s charter sets forth its duties and responsibilities. The Audit Committee charter, which was last amended in December 2021,2022, is available on the Company’s website at www.eqt.com. As set forth in the charter, management is responsible for the internal controls and accounting and financial reporting processes of EQT Corporation. The independent registered public accounting firm is responsible for expressing opinions on the conformity of EQT Corporation’s audited consolidated financial statements with generally accepted accounting principles and on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee’s responsibilities include monitoring and overseeing these processes.
The Audit Committee is composed of non-employee, independent members of the Board of Directors. No member currently serves on more than two other public company audit committees. The Board of Directors has determined that all of the members of the Audit Committee are financially literate and that each of Mses. Canaan and Vanderhider and Mr. Hu is an audit committee financial expert, as that term is defined by the SEC. The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting. The Audit Committee’s considerations and discussions referred to below do not assure that the audit of the Company’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles, or that the Company’s auditors are in fact “independent.”
In the performance of the Audit Committee’s oversight function, the Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 20212023 and management’s assessment of the effectiveness of the Company’s internal control over financial reporting with the management of EQT Corporation. The Audit Committee has met with Ernst & Young LLP, the Company’s independent registered public accounting firm, with and without management present. The Audit Committee discussed with Ernst & Young LLP the matters required to be discussed under the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC and such other matters as it deemed to be appropriate, including the overall scope and plans for the audit. The Audit Committee also has received the written disclosures and the letter from Ernst & Young LLP required by the applicable PCAOB requirements regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP the firm’s independence from management and the Company. The Audit Committee also reviewed the amount of fees paid to Ernst & Young LLP for both audit and non-audit services. In doing so, the Audit Committee considered whether the provision of non-audit services to the Company was compatible with maintaining the independence of Ernst & Young LLP.
Based on the reports and discussions above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the EQT Corporation 20212023 Annual Report.
This report is not soliciting material, is not deemed to be filed with the SEC, and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
This report has been furnished by the Audit Committee of the Board of Directors.
Lee M. Canaan, Chair
Philip G. Behrman, Ph.D.

Frank C. Hu

Anita M. Powers

Hallie A. Vanderhider
9288|ir.eqt.com


Equity Ownership

Security Ownership of Certain Beneficial Owners
The following shareholders reported to the SEC that they owned more than 5% of the Company’s outstanding common stock:stock, which information was available to the Company as of March 1, 2024:
NAME AND ADDRESSSHARES

BENEFICIALLY

OWNED
PERCENT OF

COMMON STOCK

OUTSTANDING
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202
52,885,587(1)12.0%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
46,922,537(2)10.7%
BlackRock, Inc.

55 East 52nd Street

New York, NY 10055
54,920,670(1)32,452,907(3)14.57.4%
FMR LLC
245 SummerState Street
Corp
One Lincoln Street
Boston, MA 0221002111
23,471,479(2)27,278,087(4)6.2%
TheQuantum Reporting Persons(5)
U.S.
Bank of New York Mellon Corporation
240 GreenwichTrust Company,
National Association,
as Voting Trustee
(5)
   800 Capitol
Street
New York, NY 10286
   Suite 3600
   Houston, TX 77002
20,423,417(3)23,946,108(5)5.4%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
34,646,104(4)9.2%
(1)

Information based on Schedule 13G filed by T. Rowe Price Associates, Inc. (“TRP”) with the SEC on February 14, 2024, reporting that TRP has sole voting power over 27,503,683 shares, sole dispositive power over 52,881,759 shares, shared voting power over 0 shares, and shared dipositive power over 0 shares.
(2)
Information based on an amendment to Schedule 13G filed by The Vanguard Group with the SEC on February 13, 2024, reporting that The Vanguard Group has sole voting power over 0 shares, sole dispositive power over 45,596,459 shares, shared voting power over 466,339 shares, and shared dispositive power over 1,326,078 shares.
(3)
Information based on an amendment to Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on January 27, 2022,26, 2024, reporting that BlackRock has sole voting power over 53,271,23529,975,682 shares and sole dispositive power over 54,920,67032,452,907 shares, and shared voting and dispositive power with respect to 0 shares.
(2)
(4)
Information based on aan amendment to Schedule 13G filed by FMR LLCState Street Corp with the SEC on February 9, 2022,January 29, 2024, reporting that FMR LLCState Street Corp has sole voting power over 2,620,1250 shares, sole dispositive power over 0 shares, shared voting power over 20,173,782 shares, and shared dispositive power over 27,266,887 shares.
(5)
Information based on an amendment to Schedule 13G filed with the SEC on September 15, 2023 by Q-XcL Holdings I (VI) Investment Partners, LLC (“Q-XcL”), Q-TH Appalachia (VI) Investment Partners, LLC (“Q-TH”), QEM VI, LLC (“QEM VI”), S. Wil VanLoh, Jr. (together with Q-XcL, Q-TH and QEM VI, the “Quantum Reporting Persons”) and U.S. Bank Trust Company, National Association (“Voting Trustee”), reporting that, pursuant to the Voting Trustee Agreement dated August 24, 2023 (the “Voting Trustee Agreement”), under which each of Q-XcL and Q-TH transferred and assigned voting power over the shares of EQT common stock issued by EQT as consideration upon the closing of the Tug Hill and XcL Midstream Acquisitions to the Voting Trustee, the Voting Trustee has sole voting power over 23,946,108 shares and sole dispositive power over 23,471,4790 shares, and shared voting and dispositive power with respect to 0 shares.
(3)
Information based on a Schedule 13G filed by The Bank of New York Mellon Corporation (“BNY Mellon”) with Under the SEC on February 2, 2022, reporting that BNY Mellon has sole voting power over 19,567,770 shares, shared voting power over 7,791 shares, sole dispositive power over 9,008,137 shares, and shared dispositive power over 11,207,676 shares.
(4)
Information based on an amendment to Schedule 13G filed by The Vanguard Group withVoting Trustee Agreement, the SEC on February 10, 2021, reporting that The Vanguard Group has sole voting power over 0 shares, sole dispositive power over 34,224,254 shares, shared voting power over 182,633 shares, and shared dispositive power over 421,850 shares.
EQT CORPORATION20222024 PROXY STATEMENT|9389


Equity Ownership
Voting Trustee will vote, or cause to be voted, all such shares proportionally with respect to the votes cast (with abstentions and broker non-votes not considered votes cast) by all other holders of shares of EQT’s common stock entitled to vote and actually voting on each matter submitted to a vote of EQT’s shareholders. The Voting Trustee Agreement shall remain in effect until such time as the Quantum Reporting Persons cease to own the EQT common stock subject to the Voting Trustee Agreement, or the termination of that certain Agreement Containing Consent Order dated August 16, 2023, by and among EQT, certain Quantum Reporting Persons, and the Federal Trade Commission. Pursuant to a Schedule 13G filed by the Quantum Reporting Persons on August 22, 2023, the address of the principal business office of each of the Quantum Reporting Persons is 800 Capitol Street, Suite 3600, Houston, Texas 77002, and the address of the principal business office of the Voting Trustee is 111 Fillmore Avenue East, Saint Paul, Minnesota 55107.
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Equity Ownership
Security Ownership of Management
The table below sets forth the number of shares of EQT common stock beneficially owned by the Company’s directors, director nominees, and named executive officers (as determined under SEC rules) and all directors and executive officers as a group as of February 4, 2022,2, 2024, including EQT shares they had the right to acquire within 60 days after February 4, 2022.2, 2024.
The amounts and percentages of EQT shares beneficially owned are reported below on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security.
Except as indicated by footnote, the persons named below have sole voting and investment power with respect to all EQT shares shown as beneficially owned by them, subject to community property laws where applicable, and none of the EQT shares are subject to a pledge. The address of each director, director nominee, and named executive officer is c/o EQT Corporation, 625 Liberty Avenue, Suite 1700, Pittsburgh, Pennsylvania 15222.
NAME
EXERCISABLE
EQT STOCK
OPTIONS(1)
NUMBER OF EQT
SHARES
BENEFICIALLY
OWNED(2)
PERCENT OF
CLASS(3)
L. I. Beebe
Chair
046,113*
L. M. Canaan
Director
044,637*
J. L. Carrig
Director
051,166(4)*
F. C. Hu
Director
015,269*
K. J. Jackson
Director
029,747*
J. F. McCartney
Director
053,659*
J. T. McManus II
Director
055,246*
A. M. Powers
Director
046,477*
D. J. Rice IV
Director
0293,796*
H. A. Vanderhider
Director
045,815*
T. Z. Rice
Director, President and Chief Executive Officer
1,000,0001,384,615*
R. A. Duran
Chief Information Officer
0163,404*
L. Evancho
Chief Human Resources Officer
0147,698*
W. E. Jordan
Executive Vice President and General Counsel
0365,878*
J.T. Knop
Chief Financial Officer
018,132*
D. M. Khani(5)
Former Chief Financial Officer
0258,163*
Directors and executive officers as a group (16 individuals)1,000,0002,793,505*
*
Less than 1%.
94
EQT CORPORATION2024 PROXY STATEMENT|ir.eqt.com91


Equity Ownership
NAME
EXERCISABLE
EQT STOCK
OPTIONS(1)
NUMBER
OF EQT SHARES
BENEFICIALLY
OWNED(2)
PERCENT OF
CLASS(3)
L. I. Beebe
Chair
028,962*
P. G. Behrman
Director
066,311*
L. M. Canaan
Director
023,962*
J. L. Carrig
Director
033,962(4)*
F. C. Hu
Director
00(5)*
K. J. Jackson
Director
024,462*
J. F. McCartney
Director
0��37,112*
J. T. McManus II
Director
038,961*
A. M. Powers
Director
029,716*
D. J. Rice IV
Director
0270,927*
H. A. Vanderhider
Director
028,962*
T. Z. Rice
Director, President and Chief Executive Officer
666,666522,416*
D. M. Khani
Chief Financial Officer
093,387*
R. A. Duran
Chief Information Officer
0111,863*
L. Evancho
Chief Human Resources Officer
0114,226*
W. E. Jordan
Executive Vice President and General Counsel
0335,910*
Directors and executive officers as a group (17 individuals)666,6661,804,901*
*
Less than 1%.
(1)

This column reflects the number of shares of Company common stock that the executive officers and directors had a right to acquire through the exercise of stock options exercisable within 60 days after February 4, 2022 through the exercise of stock options.2, 2024.
(2)

This column reflects Company shares held of record and shares owned through a broker, bank, or other nominee. For non-employee directors, this column includes deferred stock units (as described in the “Equity-Based Compensation” discussion included under the caption “Directors’ Compensation” above), including accrued dividends, whichthat will be settled in common stock, over which the directors have no voting or investment power prior to settlement (Ms. Beebe—36,571; Ms. Canaan—41,166; Ms. Carrig—41,166; Mr. Hu—4,595; Ms. Jackson—24,704; Mr. McCartney—5,809; Mr. McManus—5,809; Ms. Powers—23,607; Mr. D. Rice—​37,742; and Ms. Vanderhider—24,704). For Ms. Canaan and Messrs. Hu, McCartney, and Daniel Rice, this column also includes deferred stock units, including accrued dividends, that will be settled in common stock in connection with the deferral of director fees, over which the directors have sole investment but with respectno voting power prior to which each such non-employee director has the rightsettlement (Ms. Canaan—3,471; Mr. Hu—5,669; Mr. McCartney—8,669; and Mr. D. Rice—​24,876). For our named executive officers, this column includes shares vesting within 60 days after February 2, 2024 pursuant to receive upon ceasing to serve on the Board.issued and outstanding restricted stock unit awards, including accrued dividends, that will be settled in common stock, as follows: Mr. T. Rice—195,189 shares of common stock; Mr. Knop—7,076 shares of common stock; Mr. Duran—21,695 shares of common stock; Ms. Evancho—​21,783 shares of common stock; and Mr. Jordan—43,381 shares of common stock.
(3)

For each of the directors and named executive officers, this column reflects (i) the sum of the shares beneficially owned by him or her,them, the stock options exercisable by him or herthem within 60 days of February 4, 20222, 2024, and his or hertheir deferred stock units that will be settled in common stock, as a percentage of  (ii) the sum of the outstanding shares of common stock at February 4, 2022,2, 2024, all options exercisable by him or herthem within 60 days of February 4, 2022,2, 2024, and all of his or hertheir deferred stock units that will be settled in common stock upon termination of his or hertheir service. For all directors and executive officers as a group, this column reflects (a) the sum of the shares beneficially owned by them, the stock options exercisable by them within
EQT CORPORATION2022 PROXY STATEMENT|95

Equity Ownership
60 days of February 4, 20222, 2024, and their deferred stock units that will be settled in common stock, as a percentage of  (b) the sum of the outstanding shares of Common Stockcommon stock at February 4, 2022,2, 2024, all options exercisable by them within 60 days of February 4, 20222, 2024, and all of their deferred stock units that will be settled in common stock upon termination of their service.
(4)

Shares beneficially owned include 5,000 shares held by Ms. Carrig’s spouse. Ms. Carrig has disclaimed beneficial ownership with respect to these shares.
(5)

Upon joining the Board, Mr. Hu received a grantKhani’s separation from service from EQT occurred July 31, 2023, and he is no longer an executive officer of 4,980 restricted stock units, representing a prorated portionEQT. Information regarding company shares beneficially owned by Mr. Khani is based on information known to EQT as of the annual non-employee director equity incentive award, which is scheduledDecember 12, 2023 through information provided to vest upon the occurrence of the 2022 Annual Meeting. Pursuant to SEC rules, these restricted stock units are not shown in the table above as they do not vest within 60 days of February 4, 2022.EQT by Mr. Khani.
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Equity Ownership
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who beneficially own more than ten percent of our shares of our common stock to file reports of their beneficial ownership and changes in ownership (Forms 3, 4, and 5, and any amendment thereto) with the SEC. Executive officers, directors, and greater-than-ten-percent holders are required to furnish us with copies of all Section 16(a) forms they file.
Based solely upon our review of the Forms 3, 4, and 5, as applicable, filed on EDGAR and the representations of the reporting persons, for the fiscal year ended December 31, 2021, we have determined that our executive officers, directors, and greater-than-ten-percent beneficial owners filed their beneficial ownership and change in ownership reports with the SEC in a timely manner, other than one Form 4 for each of Messrs. Duran, James, Jordan, and Khani and Ms. Evancho, which were inadvertently filed late due to administrative error.
EQT CORPORATION2022 PROXY STATEMENT|97

Questions and Answers About the 20222024 Annual Meeting
We have elected to furnish our proxy statement and 20212023 Annual Report to certain of our shareholders over the Internet pursuant to SEC rules, which allows us to reduce costs associated with the 20222024 Annual Meeting. On or about March 2, 2022,1, 2024, we will mail to certain of our shareholders a noticeNotice of Internet availabilityAvailability of proxy materialsProxy Materials containing instructions regarding how to access our proxy statement and 20212023 Annual Report online (the “eProxy Notice”). The eProxy Notice contains instructions regarding how you can elect to receive printed copies of the proxy statement and 20212023 Annual Report. All other shareholders will receive printed copies of the proxy statement and 20212023 Annual Report, which will be mailed to such shareholders on or about March 2, 2022.1, 2024.
EQTEQT’s Board is soliciting proxies for its 20222024 Annual Meeting. Giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. This proxy statement and the accompanying materials contain information about the items you will vote on at the 20222024 Annual Meeting and about the voting process.
20222024 Annual Meeting of Shareholders
[MISSING IMAGE: ic_timeanddate-ko.gif][MISSING IMAGE: ic_timeanddate-bw.gif]
Time and Date
[MISSING IMAGE: ic_place-ko.gif][MISSING IMAGE: ic_place-bw.gif]
Place
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Record Date
Wednesday, April 20, 2022
8:17, 2024
9:
00 a.m. Eastern Time
Virtual meeting via live webcast,
accessible at:
https://meetnow.global/MPDGKGT
www.virtualshareholdermeeting.com/EQT2024
If you owned common stock of EQT Corporation at the close of business on Friday, February 4, 2022,2, 2024, the record date, you may vote at this meetingthe 2024 Annual Meeting
What items will be voted on at the Annual Meeting and how does the Board recommend that I vote?
Shareholders will vote on the following items if each is properly presented at the 20222024 Annual Meeting:
Agenda ItemEQT Board Voting

Recommendation
See Page
1

The election to the Board of the 11 directors nominated by the Board to serve for one-year terms
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FOR EACH

DIRECTOR
1213
2

The approval of a non-binding resolution regarding the compensation of the Company’s named executive officers for 20212023 (say-on-pay)
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FOR3840
3
Approve a proposed amendment to the Company’s 2020 LTIP to increase the number of authorized shares under the 2020 LTIP
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FOR77
4

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 20222024
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FOR9086
Who is entitled to vote and how many votes do I have?
You may vote if you held common stock of EQT at the close of business on February 4, 2022.2, 2024 or if you hold a valid proxy for the 2024 Annual Meeting. For each item presented for voting, you have one vote for each share you own.
EQT CORPORATION2024 PROXY STATEMENT|93

Questions and Answers About the 2024 Annual Meeting
What if I received an eProxy Notice?
The SEC permits us to distribute proxy materials to shareholders electronically. We have elected to provide access to our proxy materials and 20212023 Annual Report to certain of our shareholders onvia the
98|ir.eqt.com

Questions and Answers About the 2022 Annual Meeting
Internet instead of mailing the full set of printed proxy materials. On or about March 2, 2022,1, 2024, we will first mail to our shareholders an eProxy Notice containing instructions regarding how to access our proxy statement and 20212023 Annual Report and how to vote online. If you received an eProxy Notice by mail, you will not receive printed copies of the proxy materials and 20212023 Annual Report in the mail unless you request them. Instead, the eProxy Notice provides instructions on how to access and review online the proxy statement and 20212023 Annual Report. The eProxy Notice also instructs you on how to submit your vote over the Internet. If you received an eProxy Notice by mail and would like to receive a printed copy of our proxy materials and 20212023 Annual Report, you should follow the instructions included in the eProxy Notice for requesting copies of these materials.materials, free of charge.
What is the difference between holding shares as a shareholder of record or as a beneficial owner?
If your shares are registered directly in your name with the Company’s transfer agent, Computershare, Limited (“Computershare”), you are considered the “shareholder of record” of those shares. The eProxy Notice or notice of annual meeting, proxy statement, and accompanying materials have been sent to you directly by Computershare.directly.
If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The eProxy Notice or notice of annual meeting, proxy statement, and accompanying materials have been forwarded to you by your broker, bank, or other holder of record that is considered the “shareholder of record” of those shares. As the beneficial owner, you have the right to direct your broker, bank, or other holder of record in voting your shares by using the Voting Instruction Form (“VIF”) included in the mailing, or by following the instructions from the holder of record for voting by telephone or on the Internet. Please instruct your broker, bank, or other holder of record how to vote your shares using the VIF you received from them.them prior to their voting deadline specified in the VIF. Please return your completed VIF to your broker, bank, or other holder of record and contact the person responsible for your account so that your vote can be counted. If your broker, bank, or other holder of record permits you to provide voting instructions via the Internet or by telephone, you may vote that way as well.
If you hold restricted shares through the 2020 LTIP, the 2019 LTIP, or the 2014 LTIP, the administrator of such plan has transferred its voting authority with respect to such restricted shares directly to you and you will be able to vote such shares as if they were registered directly in your name.
How do I vote if I am a shareholder of record?my shares?
If you are a shareholder of record, you mayWe offer the following methods to vote your shares:
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 BY TELEPHONE  BY INTERNET  BY MAIL BY MOBILE DEVICE  VIRTUALLYVIRTUAL MEETING
Call toll-free
1-800-652-VOTE
(1-800-652-8683)

1-800-690-6903
in the USA, US
territories,
or
Canada
Visit 24/7
www.investorvote.com/EQT
www.proxyvote.com
Complete, date,
sign, and signdate your proxy
card and send by
mail in the
enclosed postage-
paidpostage-paid envelope
ScanAttend the QR code
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Virtually attend the
virtual annual meeting as an
authenticated
shareholder and cast
your ballotvote online during
the virtual meeting


Have your proxy card or Noticenotice with your control number available and follow the instructions


The deadline to vote by phone, or by internet, if you are not attending the virtual meeting, is 11:59 p.m. Eastern Time on April 19, 202216, 2024


If you vote by phonetelephone or electronically, you do not need to return a proxy card
EQT CORPORATION2022 PROXY STATEMENT94|99
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Questions and Answers About the 20222024 Annual Meeting
Even if you plan to virtually attend the virtual meeting, we encourage you to vote by proxy as soon as possible.
If you vote by submitting your proxy card, your shares will be voted as indicated on your properly completed, unrevoked proxy card. If you return your proxy card but do not indicate how your shares should be voted on an item, the shares represented by your properly completed, unrevoked proxy card will be voted as recommended by the Board with respect to each such item. If you do not return a properly completed proxy card and do not vote by virtually attending the virtual meeting and voting online during the meeting, by telephone, or on the Internet, your shares will not be voted.
In the case of Internet or telephone voting, you should have your proxy card in hand and retain the card until you have completed the voting process. If you vote by Internet or telephone, you do not need to return the proxy card by mail. Even if you plan to virtually attend the virtual meeting, we encourage you to vote by proxy as soon as possible.
How do I vote if I am a beneficial holder of shares held in “street name”?
If your shares are held by a broker, bank, or other holder of record in “street name” ​(including shares purchased through the 2008 Employee Stock Purchase Plan and its predecessor), you should receive (i) an eProxy Notice or (ii) a VIF together with copies of the proxy statement and 20212023 Annual Report.
Your broker, bank, or other holder of record (or designee thereof) will vote your shares in accordance with the instructions you provide on your returned VIF. You may instruct the holder of record to vote your shares by:


completing the VIF as outlined in the instructions on the form and signing, dating, and returning the VIF in the prepaid envelope provided;


following the instructions at the Internet site indicated on your VIF; or


following the instructions for telephone voting after calling the number indicated on your VIF.
See “Is my vote important and how are the votes counted?” below for the right of brokers, banks, and other holders of record to vote on routine matters for which they have not received voting instructions.
Please review your VIF for the date by which your instructions must be received in order for your shares to be voted. You may also vote by virtually attending the meeting and voting online during the meeting if you register in advance to attend the 2022 Annual Meeting. See “How do I register to virtually attend the 2022 Annual Meeting?” below for instructions. In the case of Internet or telephone voting, you should have your VIF in hand and retain the form until you have completed the voting process. If you vote by Internet or telephone, you do not need to return the VIF by mail.
How do I vote restricted shares held through the 2020 LTIP, the 2019 LTIP, or the 2014 LTIP?
Employees holding restricted shares through the 2020 LTIP, the 2019 LTIP, or the 2014 LTIP will receive a proxy card, proxy statement, and 2021 Annual Report. You may vote your shares:

by virtually attending the annual meeting and voting online during the meeting;

by completing the proxy card as outlined in the instructions on the card and signing, dating, and returning the proxy card in the prepaid envelope provided;

by following the instructions at the Internet site indicated on your proxy card; or

by following the instructions for telephone voting after calling the number indicated on your proxy card.
Even if you plan to virtually attend the meeting, we encourage you to vote by proxy as soon as possible.
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May I change or revoke my vote?
If you are a shareholder of record, you may revoke your proxy before polls are closed at the meeting2024 Annual Meeting by:


voting again by submitting a revised proxy card or voting by Internet or telephone, as applicable, on a date later than the prior proxy;


virtually attending the annual meetingvirtual 2024 Annual Meeting and voting online during the meeting; or


notifying the Company’s Corporate Secretary in writing that you are revoking your proxy.
Virtual attendanceAttendance at the annual meetingvirtual 2024 Annual Meeting alone is not sufficient to revoke a prior properly submitted proxy. To revoke your prior proxy, you must also vote online during the annual meeting.
If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker, bank, or other holder of record.
What if I receive more than one proxy card, direction card, and/or VIF?
This means that you have multiple accounts holding EQT shares. These may include accounts with our transfer agent, or accounts with a broker, bank, or other holder of record. In order to vote all of the shares held by you in multiple accounts, you will need to vote the shares held in each account separately. Please follow the voting instructions provided on each proxy card to ensure that all of your shares are voted.
We encourage you to have all accounts registered in the same name and address whenever possible. You can do this by contacting our transfer agent, Computershare, at:
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Computershare
P.O. Box 505000
Louisville, Kentucky 40233
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toll-free 1-800-589-9026
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www.computershare.com/investor
If you receive more than one VIF, please contact the broker, bank, or other holder of record holding your shares to determine whether you can consolidate your accounts.
What is householding?
We have adopted a procedure approved by the SEC called “householding,” which reduces our printing costs and postage fees. Under this procedure, shareholders of record who have the same address and last name may receive only one copy of our proxy statement and 2021 Annual Report unless one or more of these shareholders notify us that they wish to receive individual copies. Shareholders who participate in householding will continue to receive separate proxy cards.
If a shareholder of record residing at a household to which we sent only one copy of our proxy statement and 2021 Annual Report wishes to receive separate documents in the future, he or she may discontinue householding by contacting our transfer agent, Computershare, at:
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Computershare
P.O. Box 505000
Louisville, Kentucky 40233
[MISSING IMAGE: tm2039127d2-icon_phone4clr.jpg]
toll-free 1-800-589-9026
[MISSING IMAGE: tm2039127d2-icon_comp4clr.jpg]
www.computershare.com/investor
EQT CORPORATION20222024 PROXY STATEMENT|10195


Questions and Answers About the 20222024 Annual Meeting
What is householding?
Under SEC rules, a single Notice or set of annual reports and proxy statements may be sent to any household at which two or more shareholders reside if they appear to be members of the same family. Each shareholder receiving physical copies of the proxy materials continues to receive a separate proxy card. This procedure, referred to as “householding,” reduces the volume of duplicate information shareholders receive and reduces mailing and printing expenses for our Company. Brokers with accountholders who are EQT shareholders may be householding our proxy materials. A single notice or annual report and proxy statement will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from an affected shareholder. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent.
If you are an eligible shareholder of record receiving multiple copies of our proxy statement and 2021 Annual Report, you can request householding by contacting the Company’s Corporate Secretary. See “How do I contact EQT’s Corporate Secretary?” below. If you own your shares through a broker, bank, or other holder of record, you can request householding by contacting the applicable holder of record.
If a shareholder of record residing at a householdand would like to which we sent only one copyhave separate copies of ourthe notice or annual report and proxy statement mailed to you in the future, you must submit a request to opt out of householding in writing to Broadridge or call Broadridge at the contact information provided below, and 2021 Annual Report wisheswe will cease householding all such documents within 30 days. If you are a beneficial owner, information regarding householding of the annual report and proxy statement should have been forwarded to you by your bank, broker, or nominee. However, please note that if you want to receive an additional copya paper proxy card or vote instruction form or other proxy materials for purposes of the 2022 Annual Meeting, hemeeting, you should follow the instructions included in the notice that was sent to you. Shareholders who currently receive multiple copies of the notice or she may contact the Company’s Corporate Secretary. The Company will promptly deliver, upon written or oral request, a separateannual report and proxy statement and 2021 Annual Reportat their address who would prefer to a shareholder at a shared address to whichreceive a single copy of the documents was delivered.should contact their bank, broker, or nominee or Broadridge at:
[MISSING IMAGE: ic_mail-pn.jpg]
Broadridge Financial Solutions, Inc.
Householding Department
51 Mercedes Way
Edgewood, New York 11717
[MISSING IMAGE: ic_phon-pn.jpg]
Toll-free 1-866-540-7095
What is a broker non-vote?
If you are a beneficial owner whose shares are held of record by a broker, bank, or other holder of record, you have the right to direct your broker, bank, or other holder of record in voting your shares. If the beneficial owner does not provide voting instructions, the broker, bank, or other holder of record cannot vote the shares with respect to “non-routine” matters, but can vote the shares with respect to “routine” matters. “Broker non-votes” occur when a beneficial owner of shares held in street name fails to provide instructions to the broker, bank, or other holder of record as to how to vote on matters deemed “non-routine.” We believe that Proposal 4―3―Ratification of the Appointment of Independent Registered Public Accounting Firm is a “routine” matter and, as a result, we do not expect there to be any broker non-votes for this proposal. Proposal 1―Election of Directors and Proposal 2―Approval of a Non-Binding Resolution Regarding the Compensation of the Company’s Named Executive Officers for 20212023 (“Say-on-Pay”), and Proposal 3―Approval of an amendment to the 2020 LTIP to authorize additional shares under the 2020 LTIP are “non-routine” matters, and brokers, banks, or other holders of record cannot vote your shares on such proposals if you have not given voting instructions. In these cases, the broker, bank, or other holder of record can register your shares as being present at the 20222024 Annual Meeting for purposes of determining the presence of a quorum, but will not be able to vote on those matters for which specific authorization is required under the NYSE rules.
Is my vote important and how are the votes counted?
Your vote is very important. Each share of EQT stock that you own as of the close of business on February 4, 2022,2, 2024, the record date for the 20222024 Annual Meeting, represents one vote. If you do not vote your shares, you will not have a say in the important issues to be voted on at the 20222024 Annual Meeting. Many of our shareholders do not vote, so shareholders who do vote may influence the outcome of the proposals in greater proportion than their percentage ownership of the Company.
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At the close of business on the record date for the meeting, there were 376,023,250440,166,297 shares of EQT common stock outstanding. The voting requirements to elect the 11 director nominees to the Board and approve the other proposals presented in this proxy statement and the discretionary authority of brokers, banks, or other holders of record with respect to each proposal are set forth below:
Agenda ItemVote RequiredBroker

Discretionary

Voting Allowed
1
Election of directorsMajority of votes castcast.No
2
Approval of a non-binding resolution regarding the compensation of the Company’s named executive officers for 20212023 (say-on-pay)Majority of votes castcast.No
3
Approve a proposed amendment to the Company’s 2020 LTIP to increase the number of authorized shares under the 2020 LTIPMajority of votes castNo
4Ratification of the appointment of Ernst & Young LLPMajority of votes castcast.Yes
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Questions and Answers About the 2022 Annual Meeting
How are votes, abstentions, and broker non-votes calculated?
Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum but are not considered votes cast under Pennsylvania law and our Bylaws.
When a broker, bank, or other nominee holding shares on your behalf does not receive voting instructions from you, the broker, bank, or other nominee may vote those shares only on matters deemed “routine” by the NYSE. On non-routine“non-routine” matters, the broker, bank, or other nominee cannot vote those shares unless they receive voting instructions from the beneficial owner. A “broker non-vote” means that a broker has not received voting instructions and either declines to exercise its discretionary authority to vote on routine“routine” matters or is barred from doing so because the matter is non-routine.“non-routine.”
Election of directors (Item 1).   Under Pennsylvania law, unless a company’s articles of incorporation or by-lawsbylaws provide otherwise, directors are elected by a plurality of the votes cast. Our Bylaws provide that directors are elected by a majority of votes cast. IfThis means that a director nominee will be elected to our Board if the votes cast “FOR” such director nominee exceed the votes cast “AGAINST” him or her. In addition, if votes by the shareholders cast against aan incumbent director’s election (excluding abstentions) exceed the votes cast for such person’s election, the Board will consider whether to accept the incumbent director nominee’s previously submitted conditional resignation under the resignation policy set forth in our Bylaws.
Non-binding advisory vote on executive compensation (Item 2).   A majority of the votes cast will be required to approve this item. Because your vote is advisory, it will not be binding on the Board or the Company. This is considered a non-routine“non-routine” item, so there may be broker non-votes with respect to this proposal. Broker non-votes and abstentions will not be included in the total votes cast and will not affect the results of the vote on this proposal.
Approval of 2020 LTIP AmendmentNon-binding advisory vote on executive compensation (Item 3)2).   A majority of the votes cast will be required to approve the 2020 LTIP amendment.this item. Because your vote is advisory, it will not be binding on the Board or the Company. This is considered a non-routine“non-routine” item, so there may be broker non-votes with respect to this proposal. Broker non-votes and abstentions will not be included in the total votes cast and will not affect the results of the vote on this proposal.
Ratification of appointment of Ernst & Young (Item 4)3).   A majority of the votes cast will be required to approve the ratification of the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for 2022.2024. This is considered a routine item, so brokers will have the discretion to vote uninstructed shares on behalf of beneficial owners with respect to this proposal. Therefore, broker non-votes are not expected to exist for this proposal, although a broker may otherwise fail to submit a vote. Failures by brokers to vote and abstentions will not be included in the total votes cast and will not affect the results of the vote on this proposal.
What constitutes a “quorum” for the meeting?
A majority of the outstanding shares, present by participation at the virtual participationannual meeting or represented by proxy, constitutes a quorum. A quorum is necessary to conduct business at the 2022 2024
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Questions and Answers About the 2024 Annual Meeting
Annual Meeting. You are part of the quorum if you have returned a proxy. Abstentions and broker non-votes also are counted in determining whether a quorum is present.
How will my shares be voted on other matters not included in this proxy statement that may be presented to the 20222024 Annual Meeting?
Since no shareholder has indicated an intention to present any matter not included in this proxy statement at the 20222024 Annual Meeting in accordance with the advance notice provision in the Company’s Bylaws, the Board is not aware of any other proposals to be presented at the 20222024 Annual Meeting. If another proposal is properly presented, the persons named as proxies will vote your returned proxy in their discretion.
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Questions and Answers About the 2022 Annual Meeting
Who can virtually attend the 2022virtual 2024 Annual Meeting and how can I participate in the 20222024 Annual Meeting?
You may virtually attend the 2022virtual 2024 Annual Meeting if you were a shareholder of record on February 4, 2022,2, 2024, or if you hold a valid proxy for the 20222024 Annual Meeting. The 20222024 Annual Meeting will be a virtual-only meeting conducted exclusively via live webcast. There will not be a physical location for the meeting, and you will not be able to attend the meeting in person.
YouIf you join the meeting as an authenticated shareholder by visiting www.virtualshareholdermeeting.com/​EQT2024, you will be able to virtually attend the 2022virtual 2024 Annual Meeting, examine our shareholder list, and submit your questions during the meeting, by visiting https://meetnow.global/MPDGKGT. You also will be able toand vote your shares online by participating in the 20222024 Annual Meeting.
To participate in the 20222024 Annual Meeting, you will need to review the information included on your notice, on your proxy card, or on the instructions that accompanied your proxy materials.
In order to join the virtual annual meeting as an authenticated shareholder and vote online during the virtual annual meeting, you will need a valid control number. If you are a registered shareholder, yourYour control number can be found on the proxy card, notice, or email distributed to you. If your shares are held by a broker, bank, or other holder of record in “street name” you must register in advance to participate in the 2022 Annual Meeting as an authenticated shareholder (see “How do I register to virtually attend the 2022 Annual Meeting?” below for further details and instructions on how to register in advance). Anyone may enter the virtual annual meeting website as a “guest” and no control number will be required; however, only authenticated shareholders may submit their votes and/or questions during the virtual annual meeting.
The meeting will begin promptly at 8:9:00 a.m. Eastern Time on April 20, 2022.17, 2024. We encourage you to access the meeting prior to the start time leavingand to leave ample time for the check-in. Please follow the registration instructions as outlined in this proxy statement. Help and technical support for accessing and participating in the virtual meeting will be available by following the instructions on the virtual meeting website.
During the live Q&A session of the meeting, our CEO will answer questions submitted by authenticated shareholders participating in the virtual meeting, as time permits. To ensure that the meeting is conducted in a manner that is fair to all shareholders, the chair of the meeting may exercise broad discretion in recognizing shareholders who wish to participate, the order in which questions are asked, and the amount of time devoted to any one question. We reserve the right to edit or reject questions we deem inappropriate. By virtually attending the 2022virtual 2024 Annual Meeting, shareholders agree to abide by the agenda and procedures for the 20222024 Annual Meeting.
How do I register to virtually attend the 2022 Annual Meeting?
If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to virtually attend the 2022 Annual Meeting. Please follow the instructions on the notice or proxy card that you received.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to virtually attend the 2022 Annual Meeting and participate as an authenticated shareholder.
To register to attend the 2022 Annual Meeting you must submit proof of your proxy power (legal proxy) reflecting your EQT holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 14, 2022. You will receive a confirmation of your registration by email after we receive your registration materials.
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Requests for registration should be directed to Computershare at the following:
By email:Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com
By mail:Computershare
EQT Corporation Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
What happens if the 20222024 Annual Meeting is postponed or adjourned?
If the 20222024 Annual Meeting is postponed or adjourned, your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.
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Questions and Answers About the 2024 Annual Meeting
Who pays for the solicitation of proxies by EQT?
We do. We are soliciting proxies primarily by use of mail. However, we may also solicit proxies in person, by telephone, by text message, by facsimile, by courier, or by electronic means. To the extent that our directors, officers, or other employees participate in this solicitation, they will not receive any compensation for their participation, other than their normal compensation. D.F. King & Co., Inc. assists us with the solicitation for a fee of  $10,000, plus reasonable out-of-pocket expenses. We also reimburse brokerage firms and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to shareholders and obtaining their proxies.
May I nominate or recommend someone to be a director of EQT?
Shareholders may either (i) nominate individuals to serve as directors for election at the annual meeting or (ii) recommend to the Corporate Governance Committee individuals as possible director nominees tofor the Corporate Governance Committee to consider as possible future director nominees in its normal course.course of evaluating Board composition and succession planning.
If you are a shareholder entitled to vote at an annual meeting, you may present at the meeting the nomination of one or more persons for election as a director of EQT. To do this, you must send advance written notice to the Company’s Corporate Secretary. This notice must be delivered in writing to EQT’s Corporate Secretary at EQT’s principal executive offices and must comply with and satisfy the content, information, and timing requirements set forth in the Bylaws. See “How do I contact EQT’s Corporate Secretary?” below. According to Section 1.09 of our Bylaws, weto be timely, generally, a shareholder’s notice must receivebe delivered not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting. Accordingly, written notice of nominations of individuals for election to serve as directors at the 2023 annual meeting2025 Annual Meeting of shareholdersShareholders (the “2025 Annual Meeting”) must be delivered to EQT’s Corporate Secretary at EQT’s principal executive offices not earlier than the close of business on December 21, 2022 (i.e., the 120th day prior to April 20, 2023, the one-year anniversary of the 2022 Annual Meeting),18, 2024 and not later than the close of business on January 20, 2023 (i.e., the 90th day prior to April 20, 2023).17, 2025. For additional information regarding the timing, process, and other requirements for director nominations, see “Corporate Governance and Board Matters―Director Nominations” above.
In addition, pursuant to Section 1.11 of our Bylaws, a shareholder, or group of 20 or fewer shareholders, owning continuously for at least three years shares of the Company representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, may nominate and include in EQT’s 20232025 proxy statement director nominees constituting the greater of  (i) two and (ii) the largest whole number that does not exceed 20% of the Board, provided that the shareholder or group of shareholders that satisfy the requirements of Section 1.11 of the Bylaws expressly elects at the time of providing the written notice required by Section 1.11 of the Bylaws to have its nominee included in the Company’s proxy materials pursuant to Section 1.11 of the Bylaws and that such written notice of nominations areis submitted in writing and received by EQT’sdelivered in a timely fashion. To be timely, such proxy access notice must be delivered no later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the date that the Company mailed its proxy statement for the preceding year’s annual meeting of shareholders. Accordingly, proxy access notice with respect to the 2025 Annual Meeting must be delivered to the Corporate Secretary at the Company’s principal executive offices not earlier than the close of business on October 3, 2022,2, 2024 and not later than the close of business on November 2, 20221, 2024, and contain the required information set forth in EQT’sSection 1.11 of the Bylaws. For additional information, see “Corporate Governance and Board Matters―Director Nominations” above.
In addition, the Board’s Corporate Governance Committee will consider in the ordinary course candidates recommended by the Company’s shareholders. If the Corporate Governance Committee decides to nominate as a director an individual recommended by a shareholder, then the recommended individual will be included on the Company’s slate for the next annual meeting. Shareholders should send their recommendations to the Corporate Governance Committee Chair by addressing the recommendation to the Company’s Corporate Secretary. The Corporate Secretary must receive any recommendations as far in advance of the annual meeting of shareholders as possible in order to provide sufficient time for the Corporate Governance Committee to consider the recommendation.
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Questions and Answers About the 2022 Annual Meeting
Any nomination of an individual to serve as a director must include an original irrevocable conditional resignation signed by each proposed nominee, as well as certain required information about the person or persons nominated and the nominating shareholder (see “Corporate Governance and Board Matters—Director Nominations” above for details). For additional information, contact
Shareholders desiring to nominate an individual for election to the Company’s Board should refer to and review the Company’s Bylaws, which contain further details regarding requirements for the director
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Questions and Answers About the 2024 Annual Meeting
nomination process. A copy of the Bylaws will be provided to any shareholder upon written request to the Corporate Secretary. In addition, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must comply with the additional requirements of Exchange Act Rule 14a-19, as set forth in EQT’s Bylaws.
In addition, the Board’s Corporate Governance Committee will consider in the ordinary course individuals recommended to the Corporate Governance Committee by the Company’s shareholders as possible future director nominees in the normal course of evaluating Board composition and succession planning. If the Corporate Governance Committee decides to nominate an individual recommended by a shareholder for election as a director, then the recommended individual would be included on the Company’s slate for the next annual meeting. Shareholders should send their recommendations to the Corporate Governance Committee Chair by addressing the recommendation to the attention of the Company’s Corporate Secretary. Any such recommendations from shareholders should be sent as far in advance of the annual meeting of shareholders as possible in order to provide sufficient time for the Corporate Governance Committee to consider the recommendation.
When are shareholder proposals due?due for the 2025 Annual Meeting?


Rule 14a-8 Proposals:Shareholder proposals submitted for inclusion in the proxy statement for EQT’s 2023the 2025 Annual Meeting of Shareholders (the “2023 Annual Meeting”)pursuant to Exchange Act Rule 14a-8 must be submitted in writing and received byat EQT’s Corporate Secretaryprincipal executive offices on or before the close of business on November 2, 2022.1, 2024.


UnderProxy Access Procedures: Shareholder nominations for director that are to be included in our proxy materials under the proxy access provision of our Bylaws a shareholder, or group of 20 or fewer shareholders, owning continuously formust be delivered to the Corporate Secretary at least three years shares of the Company representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors may nominate and include in EQT’s proxy statement for the 2023 Annual Meeting director nominees constituting the greater of (i) two and (ii) the largest whole number that does not exceed 20% of the Board, provided that such nominations are submitted in writing and received by EQT’s Corporate SecretaryCompany’s principal executive offices not earlier than the close of business on October 3, 2022,2, 2024 and not later than the close of business on November 2, 2022, and contain the required information set forth in EQT’s Bylaws.1, 2024. See “May I nominate or recommend someone to be a director of EQT?” above.


In additionAdvance Notice Procedures: Shareholder nominations for director and other proposals that are not to shareholder proposalsbe included in our proxy statement, shareholders who are entitled to vote and whomaterials must comply with the following procedures may present proposals in person at the 2023 Annual Meeting.procedures:


The Corporate Secretaryshareholder must receivedeliver written notice of the proposal to be presented notto the Corporate Secretary at EQT’s principal executive offices in accordance with the procedures set forth in our Bylaws. To be timely, such notice must be delivered no earlier than the close of business on December 21, 2022,18, 2024, and notno later than the close of business on January 20, 2023.17, 2025. Proposals received outside this period, including any proposal nominating a person asseeking to nominate a director, may not be presented at the 20232025 Annual Meeting.


Proposals must be accompanied by the information required by SectionSections 1.09 and 1.10 of our Bylaws, a copy of which will be provided to any shareholder upon written request to the Corporate Secretary.

In addition, to comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than Company nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 19, 2023.
How do I contact EQT’s Corporate Secretary?
You may contact the Company’s Corporate Secretary by sending correspondence to:
[MISSING IMAGE: tm2039127d2-icon_mail4clr.jpg][MISSING IMAGE: ic_mail-pn.jpg]
EQT Corporation

Attention: Corporate Secretary

625 Liberty Avenue

Suite 1700

Pittsburgh, Pennsylvania 15222
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Additional Information

Other Matters
As of the date of this proxy statement, we do not know of any other matters that may be presented for action at the 20222024 Annual Meeting. However, should other matters properly come before the meeting, the persons named as proxies will vote in a manner as they may, in their discretion, determine.
20212023 Annual Report on Form 10-K
The 20212023 Annual Report is enclosed with this proxy statement.
Websites
Website addresses referenced in this proxy statement are provided for convenience only, and the content on the referenced websites does not constitute a part of this proxy statement.
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Appendix A

The CD&A section of this proxy statement contains references to the Company’s free cash flow per share and other performance measures that have not been calculated in accordance with GAAP, which are also referred to as non-GAAP supplemental financial measures. As more fully discussed in the CD&A above, these non-GAAP supplemental financial measures were defined in and utilized as performance measures under the 20212023 STIP and, accordingly, the definitions below may differ from how the Company defines such terms in other investor materials. This Appendix A contains is a reconciliation of the Company’s adjusted free cash flow per share with the Company’s net cash provided by operating activities (the most directly comparable GAAP financial measure), as well as important disclosures regarding other non-GAAP supplemental financial measures.
Adjusted Gross General & Administrative (“G&A”) Expense Per Mcfe
Adjusted gross G&A expense per Mcfe is defined under the 20212023 STIP as (i) the Company’s selling, general, and administrative (“SG&A”) operating expenses inclusive of such SG&A expenses capitalized to property, plant, and equipment, less the aggregate expense associated with the Company’s long-term incentive program and SG&A attributable to consolidated variable interest entities, divided by (ii) total sales volume on an Mcfe basis for 2021.2023. Adjusted gross G&A expense per Mcfe should not be considered as an alternative to selling, general, and administrative expense presented in accordance with GAAP. For the year ended December 31, 2021, adjusted gross G&A expense2023, total CapEx Spend per Mcfe was $0.12, which resulted in a payout factor of 1.042.0 for this performance measure.
Adjusted Well Cost per FootCash Operating Margin
Cash operating margin is defined under the 2023 STIP as (i) the post-hedge average realized price estimate from the Company’s 2023 business plan, less (ii) gathering, transmission and processing expenses, lease operating expenses, production taxes, exploration, selling, general and administrative expenses, and other operating expenses, excluding the aggregate expense associated with the Company’s long-term incentive program, cash operating expense associated with consolidated variable interest entities, and non-recurring items (in each case, calculated on a dollar per Mcfe basis). For the year ended December 31, 2023, Cash Operating Margin was $3.11, which resulted in a payout factor of 1.1 for this performance measure.
Environmental, Health, and Safety
EHS Intensity Improvement
For purposes of the 2023 STIP, EHS intensity improvement is defined as the absolute reduction, expressed as a percentage, of the average of the following four hazard score categories during 2023 as compared to 2022.
1)
Completions Hazard Score, which is determined by dividing (i) the total hazard points assigned for environmental, health, and safety events occurring during the applicable measurement period as a result of completions activities, by (ii) the total number of stages pumped during the applicable measurement period;
2)
Construction Hazard Score, which is determined by dividing (i) the total hazard points assigned for environmental, health, and safety events occurring during the applicable measurement period as a result of construction projects, by (ii) the total number of completed construction projects during the applicable measurement period;
EQT CORPORATION2024 PROXY STATEMENT|A-1

Appendix A
3)
Drilling Hazard Score, which is determined by dividing (i) the total hazard points assigned for environmental, health, and safety events occurring during the applicable measurement period as a result of drilling activities, by (ii) the total number of feet drilled during the applicable measurement period; and
4)
Production Hazard Score, which is determined by dividing (i) the total hazard points assigned for environmental, health, and safety events occurring during the applicable measurement period as a result of production activities, by (ii) an amount equal to the total number of producing wells, multiplied by the number of production days.
In calculating performance, the total hazard points assigned for events occurring within various categories of environmental, health, and safety events are determined based upon a pre-established EHS Intensity Scale matrix, which establishes EHS incident type severity levels and assigns associated hazard points. For purposes of the 2023 STIP performance measure, the year ended December 31, 2023, the EHS intensity improvement was 22%, which resulted in a payout factor of 1.2 for this performance measure.
Greenhouse Gas Intensity Reduction
For purposes of the 2023 STIP, greenhouse gas intensity reduction is defined as the absolute reduction, expressed as a percentage, of  (x) the Company’s Scope 1 emissions as reported by the Company under the EPA’s Greenhouse Gas Reporting Program Subpart W for the onshore production segment for 2023, divided by (y) the Company’s gross wellhead production of natural gas and oil/condensate produced in 2023 from all wells operated by the Company, as compared to the prior year. For the year ended December 31, 2023, the greenhouse gas intensity reduction was 39% compared to the prior year, which resulted in a payout factor of 2.0 for this performance measure.
Finding and Development Costs
Finding and development costs is defined under the 2023 STIP as (i) adjusted well cost per foot, divided by (ii) estimated ultimate recovery (or EUR) per foot for gross operated wells turned-in-line during 2023. Adjusted well cost per foot is defined under the 20212023 STIP as (i)(x) well costs of all operated wells finishing each respective phase during 20212023 adjusted to include pad construction, drilling, completion, drillout, facilities, and capitalized flowback, and excluding capitalized overhead, land, water infrastructure, and other related capital expenditures, divided by (ii)(y) the total operated feet of pay with respect to each phase. TheWith respect to pad costs, the pad feet-of-pay is based on the summation of planned lateral length for all wells to be drilled on pads which are expected to finish construction in 2021. Adjusted well cost per foot should not be considered an alternative to any other measure of financial and operational performance presented in accordance with GAAP.2023. For the year ended December 31, 2021, adjusted well cost per foot excluding any impact from acquisitions2023, finding and development costs was $690/foot,$0.47, which resulted in a payout factor of 1.620.5 for this performance measure.
Employee Days Away Restricted Time (“DART”)Free Cash Flow Per Share
For purposes of the 2021 STIP, employee DART is defined as employee injuries that require employee days away from work or assignment to restricted duty. The employee DART rate is calculated by multiplying the number of DART recordable incidents during 2021 by 200,000, and then dividing that number by the total number of employee hours worked during 2021. For the year ended December 31, 2021, the employee DART was 0.00, which resulted in a maximum payout factor of 2.0 for this performance measure.
Free Cash Flow Per Share
For purposes of the 20212023 STIP, free cash flow per share is defined as (x) adjusted operating cash flow, less adjusted EBITDA attributable to noncontrolling interests, plus cash distributions payable to the Company,consolidated variable interest entities, less accrual-based capital expenditures attributable to continuing operations (which excludes any cash payments or capital expenditures for acquisitions), plus accrual-based capital expenditures attributable to noncontrolling interestsconsolidated variable interest entities for 2021,2023, plus interest attributable to cash used to fund the purchase of repurchased shares, divided by (y) the weighted average shares outstanding.
EQT CORPORATION2022 PROXY STATEMENT|A-1

Appendix A


Adjusted operating cash flow is defined under the 20212023 STIP as net cash provided by operating activities, less changes in other assets and liabilities.


Adjusted EBITDA is defined under the 20212023 STIP as income from continuing operations, plus interest expense, plus income tax benefit, plus depreciation, plus amortization of intangible assets, plus impairment/loss on the sale/exchange of long-lived assets, plus impairment of intangible assets, plus lease impairments and expirations, plus proxy transaction and reorganization costs, plus the revenue impact of changes in the fair value of derivative
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Appendix A
instruments prior to settlement, plus loss on debt extinguishment, and certain other items that impact comparability between periods.


Weighted average shares outstanding is defined under the 20212023 STIP as the sum of the number of shares of the Company’s common stock that arewere issued and outstanding at the end of each calendar month during 2021,2023 (in each case, adjusting such month-end shares outstanding amount by (i) adding to the month-end outstanding amount the number of shares of the Company’s common stock that were repurchased by the Company since the beginning of calendar year 2023 through such month-end date of determination and (ii) subtracting from the month-end outstanding amount the number of shares of the Company’s common stock that were issued by the Company since the beginning of calendar year 2023 through such month-end date of determination pursuant to an equity offering, including through conversions of outstanding convertible indebtedness, or as consideration for acquisitions), divided by 12.
Adjusted operating
Under the 2023 STIP, the calculation of free cash flow per share was automatically adjusted pursuant to the terms of the 2023 STIP plan document to exclude all direct and freeindirect impacts of the Tug Hill and Xcl Midstream Acquisitions not contemplated by the Company’s 2023 business plan, on the basis that total consideration paid in the acquisition transaction exceeded $100 million.
Free cash flow per share and adjusted operating cash flow should not be considered as alternatives to net cash provided by operating activities or any other measure of liquidity presented in accordance with GAAP. The table below reconciles adjusted operatingfree cash flow per share and freeadjusted operating cash flow, each as defined under the 20212023 STIP, with net cash provided by operating activities, the most comparable financial measure calculated in accordance with GAAP, as derived from the Statements of Consolidated Cash Flows included in the Company’s 20212023 Annual Report.
Year Ended
December 31, 2021
Year Ended
December 31, 2023
(in thousands except
per share amounts)
(in thousands except
per share amounts)
Net cash provided by operating activities$1,662,448Net cash provided by operating activities$3,178,850
Decrease in changes in other assets and liabilities366,708Increase in changes in other assets and liabilities(383,632)
Adjusted operating cash flow2,029,156Adjusted operating cash flow2,795,218
Less: capital expenditures(1,104,114)Less: capital expenditures(1,925,243)
Add: capital expenditures attributable to noncontrolling interest9,627Add: capital expenditures attributable to noncontrolling interests8,549
Free cash flow$934,669Less: adjusted operating cash flow attributed to acquisitions(171,846)
Less: Free cash flow due to acquisitions(289,452)Add: capital expenditures attributable to acquisitions159,219
Adjusted free cash flow$645,217Less: adjusted EBITDA attributable to noncontrolling interests(5,818)
Weighted Average Shares Outstanding328,070Add: interest on cash used for share repurchases9,732
Less: Acquisition impact on weighted average shares outstanding(49,395)Add: interest on cash used for acquisitions19,679
Adjusted Weighted Average Shares Outstanding278,675Free cash flow (as defined under 2023 STIP)$889,490
Free cash flow per share$2.32Weighted average shares outstanding380,902
Adjustment to weighted average shares for shares remitted for acquisitions(20,667)
Adjusted weighted average shares outstanding360,235
Free cash flow per share (as defined under 2023 STIP)$2.47
For the year ended December 31, 2021, the2023, free cash flow per share result was $2.32, which resulted in a maximum payout factor of 2.0 for this performance measure.
Greenhouse Gas Intensity Reduction
For purposes of the 2021 STIP, greenhouse gas intensity reduction is defined as the absolute reduction, expressed as a percentage, of greenhouse gas emissions during 2021 from sources owned or controlled by the Company as compared to the prior year. “Sources owned or controlled by the Company” means pneumatic devices (dump values/ level controllers), pneumatic pumps, well unloading, production tank vents, blowdowns, equipment leaks, compressors, dehydrators, drill rigs and completions/ workovers. For the year ended December 31, 2021, the greenhouse gas intensity reduction was 14.91% compared to the prior year, which resulted in a maximum payout factor of 2.0 for this performance measure.
Recycle Ratio
Recycle Ratio is defined under the 20212023 STIP in each case calculated on a $/Mcfe basis, as (i) the Company’s cash operating margin, excluding net marketing services and stock-based compensation, divided by (ii) adjusted finding and development (“F&D”) costs.
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Appendix A

Cash operating margin is defined as post-hedge realized price less cash operating expenses.

Cash operating expenses is calculated on a $/Mcfe basis and means gathering, transmission and processing expense, lease operating expenses, production taxes, exploration, and selling, general, and administrative inclusive of expenses associated with the Company’s long-term incentive program and excluding non-recurring items and net marketing services.

Adjusted F&D costs is defined as total adjusted well costs per foot divided by estimated ultimate recovery for gross operated wells turn-in-line during the year.
Cash operating margin and adjusted F&D costs should not be considered as alternatives to any other measure of financial and operational performance presented in accordance with GAAP. For the year ended December 31, 2021, the recycle ratio was $3.64/Mcfe,$2.47, which resulted in a payout factor of 1.92 for this performance measure.
Safety Intensity Improvement
For purposes of the 2021 STIP, safety intensity improvement was defined as the absolute reduction, expressed as a percentage, of the average of the following four hazard score categories during 2021, as compared to 2020.
1)
Completions Hazard Score, which is determined by dividing (i) the total hazard points assigned for safety events occurring during the applicable measurement period as a result of completions activities, by (ii) the total number of stages pumped during the applicable measurement period;
2)
Construction Hazard Score, which is determined by dividing (i) the total hazard points assigned for safety events occurring during the applicable measurement period as a result of construction projects, by (ii) the total number of completed construction projects during the applicable measurement period;
3)
Drilling Hazard Score, which is determined by dividing (i) the total hazard points assigned for safety events occurring during the applicable measurement period as a result of drilling activities, by (ii) the total number of feet drilled during the applicable measurement period; and
4)
Production Hazard Score, which is determined by dividing (i) the total hazard points assigned for safety events occurring during the applicable measurement period as a result of production activities, by (ii) an amount equal to the total number of producing wells, multiplied by the number of production days.
For the year ended December 31, 2021, the safety intensity improvement was 37.44% compared to the prior year, which resulted in a payout factor of 1.690.7 for this performance measure.
EQT CORPORATION20222024 PROXY STATEMENT|A-3


Appendix A
Total CapEx Spend Per Mcfe
Total capital expenditures per Mcfe is defined under the 2023 STIP as (i) the Company’s total operated capital expenditures divided by (ii) total operated sales volumes. Total operated capital expenditures are defined as total capital expenditures, less capital expenditures attributable to consolidated variable interest entities, less capital expenditures attributable to non-operated assets. Total operated sales volumes is defined as the sales volumes as reported on an Mcfe equivalent (Mcfe) basis, where NGLs, ethane, and oil are converted to Mcfe at a rate of six Mcfe per barrel, less sales volumes attributable to non-operated assets. For the year ended December 31, 2023, total CapEx per Mcfe was $0.91, which resulted in a payout factor of 0.7 for this performance measure.
Other Non-GAAP Financial Measures
Additionally, this proxy statement, including the pay-versus performance table and related narrative, contains information regarding the Company’s free cash flow for the years 2021, 2022, and 2023. Free cash flow is defined as adjusted operating cash flow less accrual-based capital expenditures, excluding capital expenditures attributable to noncontrolling interests. Adjusted operating cash flow is defined as net cash provided by operating activities less changes in other assets and liabilities. Adjusted operating cash flow and free cash flow are non-GAAP supplemental financial measures used by the Company’s management to assess liquidity, including the Company’s ability to generate cash flow in excess of its capital requirements and return cash to shareholders. The Company’s management believes that these measures provide useful information to external users of the Company’s consolidated financial statements, such as industry analysts, lenders, and ratings agencies. As discussed in the “Pay Versus Performance” section of this proxy statement above, we have identified free cash flow as our Company-Selected Measure that represents, in our view, the most important financial measure used to link compensation actually paid to our performance. Free cash flow should not be considered as an alternative to net cash provided by operating activities or any other measure of liquidity presented in accordance with GAAP.
The table below reconciles free cash flow with net cash provided by operating activities, the most comparable financial measure calculated in accordance with GAAP, as derived from the Statements of Consolidated Cash Flows included in the Company’s Annual Report on Form 10-K for the years presented.
Years Ended
December 31,
(Thousands)
202320222021
Net cash provided by operating activities$3,178,850$3,465,560$1,662,448
Decrease (increase) in changes in other assets and liabilities(383,632)(99,229)366,708
Adjusted operating cash flow$2,795,218$3,366,331$2,029,156
Less: capital expenditures(1,925,243)(1,440,112)(1,104,114)
Add: capital expenditures attributable to noncontrolling interest8,54912,7969,627
Free cash flow$878,524$1,939,015$934,669
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Appendix B

20212023 Compensation and Performance Peer Group Financial Data
The following illustrates a comparison of certain financial and other data considered by the Management Development and Compensation Committee at the time it constructed the 20212023 Compensation and Performance Peer Group.
Financial Data as of 9/15/2020
(thousands)
Financial Data as of 09/29/2022
(thousands)
CompanyEnterprise
Value
Market
Capitalization
AssetsRevenueCompanyPercentage of
Dry Gas/​
Reserves
Enterprise
Value
Market
Capitalization
AssetsRevenue
Apache Corporation$15,141$4,507$12,999$5,048Pioneer Natural Resources Company26%$54,457$51,671$37,301$23,690
Ovintiv Inc.$14,527$3,139$16,795$6,186Devon Energy Corporation30%$43,505$39,923$23,194$17,478
Noble Energy, Inc.$12,998$4,328$15,899$3,887Hess Corporation20%$41,174$33,615$21,180$9,045
Concho Resources Inc.$12,662$9,025$12,780$3,527Diamondback Energy, Inc.24%$28,122$21,496$23,448$8,641
Continental Resources, Inc.$10,809$4,686$14,766$3,107Coterra Energy Inc.86%$23,034$20,662$20,647$7,348
Cabot Oil & Gas Corporation$8,584$7,445$4,528$1,540Marathon Oil Corporation29%$18,414$15,449$18,286$7,125
Antero Resources Corporation$7,140$760$13,744$3,263APA Corporation36%$17,457$11,412$12,924$11,170
Devon Energy Corporation$6,726$3,533$11,144$6,981Ovintiv Inc.48%$16,119$11,541$14,923$13,169
WPX Energy, Inc.$5,646$2,463$9,858$2,099Antero Resources Corporation58%$14,488$9,285$14,213$8,079
CNX Resources Corporation$5,513$1,989$8,320$1,198Chesapeake Energy Corporation82%$14,414$11,340$13,899$11,197
Murphy Oil Corporation$5,362$1,545$10,754$2,406Southwestern Energy Company81%$12,020$6,796$12,932$11,626
Range Resources Corporation$4,989$1,730$6,452$1,978Murphy Oil Corporation54%$8,414$5,528$10,572$3,517
Cimarex Energy Co.$4,692$2,456$4,870$1,990Range Resources Corporation64%$8,275$5,891$6,615$4,797
Southwestern Energy Company$4,028$1,451$4,555$2,383PDC Energy, Inc.44%$7,271$5,570$7,976$3,236
Comstock Resources, Inc.$3,817$1,147$4,533$890Matador Resources Company44%$7,122$5,803$4,964$2,527
EQT Corporation$8,309$3,642$18,009$2,771Comstock Resources, Inc.100%$6,681$3,920$5,288$2,682
CNX Resources Corporation93%$5,361$2,944$8,696$3,419
EQT Corporation94%$19,631$14,604$22,622$10,359
Source: Meridian Compensation Partners, LLC
EQT CORPORATION20222024 PROXY STATEMENT|B-1


Appendix B[MISSING IMAGE: px_24eqtcorpproxy1pg01-bw.jpg]
2021 Performance Peer Group Financial Data
SCAN TOVIEW MATERIALS & VOTE EQT CORPORATIONATTN: CORPORATE SECRETARY 625 LIBERTY AVENUE, SUITE 1700PITTSBURGH, PA 15222 VOTE BY INTERNETBefore The following illustrates a comparison of certain financial and other data considered by the Committee at the time it constructed the 2021 Performance Peer Group.
Financial Data as of 9/15/2020
(thousands)
CompanyPercentage of
Dry Gas/​
Reserves
Enterprise
Value
Market
Capitalization
AssetsRevenue
Apache Corporation27%$15,141$4,507$12,999$5,048
Ovintiv Inc.40%$14,527$3,139$16,795$6,186
Continental Resources, Inc.53%$10,809$4,686$14,766$3,107
Cabot Oil & Gas Corporation100%$8,584$7,445$4,528$1,540
Antero Resources Corporation61%$7,140$760$13,744$3,263
Devon Energy Corporation36%$6,726$3,533$11,144$6,981
CNX Resources Corporation94%$5,513$1,989$8,320$1,198
Murphy Oil Corporation43%$5,362$1,545$10,754$2,406
Range Resources Corporation67%$4,989$1,730$6,452$1,978
Cimarex Energy Co.41%$4,692$2,456$4,870$1,990
Southwestern Energy Company68%$4,028$1,451$4,555$2,383
Comstock Resources, Inc.98%$3,817$1,147$4,533$890
EQT Corporation95%$8,309$3,642$18,009$2,771
Source: Meridian Compensation Partners, LLC
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Appendix C
Amendment to 2020 Long-Term Incentive Plan
THIS AMENDMENT (this “Amendment”) to the EQT Corporation 2020 Long-Term Incentive Plan (the “Plan”) is hereby made as of April 20, 2022.
AMENDMENT
1. Effective Date. This Amendment shall be effective as of the date of approval by the majority of the shareholders of EQT Corporation, a Pennsylvania corporation (the “Company”, and such date of approval, the “Effective Date”). For the avoidance of doubt, if such shareholder approval does not occur during the Company’s 2022 annual shareholder meeting, this Amendment shall be null and void ab initio and of no force and effect.
2. Authority to Amend the Plan. Pursuant to Section 10 of the Plan, the Board may amend the Plan, subject to approval of the shareholders of the Company, to increase the number of Shares available under the Plan.
3. Amendment to the Plan. Section 4.01 of the Plan is hereby amended by deleting the first sentence of such section in its entirety and replacing such sentence with the following, in order to increase the number of shares of Common Stock reserved for issuance with respect to Awards:
“The maximum number of Shares that may be issued in respect of Awards granted under this Plan shall be (i) 18,000,000 Shares, plus (ii) any Shares that remained available for issuance under the Plan as of immediately prior to the Effective Date, plus (iii) any Returning Shares (as defined below), subject to adjustment as provided in Section 8 (collectively, the “Share Reserve”).”
4. Effect of the Amendment. Except as expressly amended hereby, the Plan shall remain in full force and effect. Any reference to the Plan contained in any notice, request or other document executed concurrently with or after the Effective Date shall be deemed to include this Amendment, unless the context shall otherwise require.
5. Governing Law. This Amendment shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania (without reference to any choice of law rules that would require the applicable of the laws of any other jurisdiction).
6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this amendment for any other purposes.
* * *
EQT CORPORATION2022 PROXY STATEMENT|C-1

Appendix D
2020 Long-Term Incentive Plan
EQT CORPORATION
2020 LONG-TERM INCENTIVE PLAN
SECTION 1.   PURPOSES
1.01. The purpose of the 2020 Long-Term Incentive Plan of EQT Corporation (the “Company”) is to assist the Company in attracting, retaining and motivating employees, officers, directors, and individual consultants of outstanding ability and to align their interests with those of the shareholders of the Company.
SECTION 2.   DEFINITIONS; CONSTRUCTION
2.01. Definitions. In addition to the terms defined elsewhere in this Plan, the following terms as used in this Plan shall have the following meanings when used with initial capital letters:
2.01.1. “Affiliate” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee.
2.01.2. “Award” means an award of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Other Equity-Based Awards or any other right or interest relating to Shares or cash granted to a Participant under this Plan.
2.01.3. “Award Agreement” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of an Award. Award Agreements may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under this Plan. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.
2.01.4. “Board” means the Company’s Board of Directors.
2.01.5. “Cause” means, unless otherwise determined by the Committee, or otherwise provided in an Award Agreement or Individual Agreement, when used with respect to the termination of employment of a Participant who is an employee of the Company or an Affiliate or with respect to the termination of service of a Participant who is a Consultant of the Company or an Affiliate, includes:
(i)
the conviction of a felony, a crime of moral turpitude or fraud or having committed fraud, misappropriation or embezzlement in connection with the performance of his duties;
(ii)
willful and repeated failures to substantially perform his assigned duties; or
(iii)
a violation of any express significant policies of the Company.
For purposes of this Section 2.01.5, no act, or failure to act, on the Participant’s part shall be considered “willful” unless done, or omitted to be done, by the Participant in bad faith and without reasonable belief that such action or omission was in the best interest of the Company. Notwithstanding the foregoing, a Participant who at the time of his termination was an executive
EQT CORPORATION2022 PROXY STATEMENT|D-1

Appendix D
officer shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of a majority of the members of the Board at a duly-held meeting of the Board finding that, in the good faith opinion of the Board, the Participant is guilty of the conduct set forth above in clauses (i), (ii) or (iii) of this Section 2.01.5.
2.01.6. “Change of Control” has the meaning provided in Section 9.02.
2.01.7. “Code” means the Internal Revenue Code of 1986, as amended from time to time, together with rules, regulations and interpretations promulgated thereunder. References to particular sections of the Code shall include any successor provisions.
2.01.8. “Committee” means (i) with respect to Participants who are employees or Consultants of the Company, the Board or the Management Development and Compensation Committee or such other committee of the Board as may be designated by the Board to administer this Plan, as referred to in Section 3.01, provided, however, that any member of the Committee participating in the taking of any action under this Plan shall qualify as (A) a “non-employee director” as then defined under Rule 16b-3 of the Exchange Act or any successor rule and (B) an “independent” director under the rules of the New York Stock Exchange; or (ii) with respect to Participants who are Non-Employee Directors, the Board.
2.01.9. “Common Stock” means shares of the Company’s common stock, without par value.
2.01.10. “Consultant” means any consultant or advisor who is a natural person and who provides services to the Company or any Subsidiary, so long as such person (i) renders bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction, (ii) does not directly or indirectly promote or maintain a market for the Company’s securities and (iii) otherwise qualifies as a de facto employee or consultant under the applicable rules of the Securities and Exchange Commission for registration of shares of stock on a Form S-8 registration statement.
2.01.11. “Disability” of a Participant means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Participant’s employer; provided, however, to the extent necessary to avoid tax penalties under Section 409A of the Code, “Disability” means “disability” as defined in Section 409(a)(2)(C) of the Code. If the determination of Disability relates to an Incentive Stock Option, Disability means Permanent and Total Disability as defined in Section 22(e)(3) of the Code.
2.01.12. “Effective Date” has the meaning provided in Section 13.
2.01.13. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
2.01.14. “Fair Market Value” of shares of any stock, including Common Stock, or units of any other securities (herein “shares”), shall be the closing price per share for the date as of which the Fair Market Value is to be determined in the principal market in which such shares are traded, as quoted in the printed or the electronic version of The Wall Street Journal (or in such other reliable printed or electronic publication as the Committee, in its discretion, may determine to rely upon). If the Fair Market Value of shares on any date cannot be determined on the basis set forth in the preceding sentence, or if a determination is required as to the Fair Market Value on any date of property other than shares, the Committee shall determine the Fair Market Value of such shares or other property on such date by such method as the Committee determines in good faith to be reasonable and in compliance with Section 409A of the Code. The Fair Market Value shall be determined without regard to any restriction other than a restriction that, by its terms, will never lapse.
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Appendix D
2.01.15. “Good Reason” ​(or a similar term denoting constructive termination) has the meaning, if any, assigned to such term in the Individual Agreement, if any, between a Participant and the Company or an Affiliate; provided, however, that if there is no such Individual Agreement in which such term is defined, “Good Reason” shall have the meaning, if any, given to such term in the applicable Award Agreement. If not defined in either such document, the term “Good Reason” as used herein shall not apply to a particular Award.
2.01.16. “Grant Date” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in this Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the grantee within a reasonable time after the Grant Date.
2.01.17. “Incentive Stock Option” means an Option that is intended to meet the requirements of Section 422 of the Code and is designated as such in the Award Agreement relating thereto. If all of the requirements of Section 422 of the Code are not met, the Option shall automatically become a Nonstatutory Stock Option.
2.01.18. “Independent Director” means a member of the Board who qualifies at any given time as an “independent” director under the applicable rules of each stock exchange on which the Shares are listed.
2.01.19. “Individual Agreement” shall mean an employment, consulting, severance or similar agreement between a Participant and the Company or any of its Subsidiaries or Affiliates, and, after a Change of Control, a change of control or salary continuation agreement between a Participant and the Company or any of its Subsidiaries or Affiliates. If a Participant is a party to both an employment agreement and a change of control or salary continuation agreement, the employment agreement shall be the relevant “Individual Agreement” prior to a Change of Control, and, the change of control or salary continuation agreement shall be the relevant “Individual Agreement” after a Change of Control.
2.01.20. “Non-Employee Director” means a member of the Board who is not a common law employee of the Company or any of its Subsidiaries or Affiliates.
2.01.21. “Non-Exempt Deferred Compensation” has the meaning provided in Section 12.02.
2.01.22. “Nonstatutory Stock Option” means an Option that is not an Incentive Stock Option.
2.01.23. “Option” means a right, granted under Section 6.02, to purchase Shares at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.
2.01.24. “Other Equity-Based Award” means an Award, granted under Section 6.07, that is denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or other equity of the Company or its Affiliates.
2.01.25. “Outstanding Prior Plan Awards” mean Awards that were granted under a Prior Plan that remain outstanding as of the Effective Date.
2.01.26. “Parent” means a corporation, limited liability company, partnership or other entity that owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the foregoing, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code.
2.01.27. “Participant” means an employee, Consultant or a Non-Employee Director of the Company or any Affiliate, who is granted an Award under this Plan; provided, however, that in the case of the death of a Participant, the term “Participant” refers to any legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision.
2.01.28. “Performance Award” means any Award granted under this Plan that has performance-related vesting conditions.
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2.01.29. “Plan” means the EQT Corporation 2020 Long-Term Incentive Plan, as amended from time to time.
2.01.30. “Prior Plans” means the EQT Corporation 2009 Long-Term Incentive Plan, as amended from time to time, the EQT Corporation 2014 Long-Term Incentive Plan, as amended from time to time, the Rice Energy Inc. 2014 Long-Term Incentive Plan, as amended from time to time, and the EQT Corporation 2019 Long-Term Incentive Plan, as amended from time to time.
2.01.31. “Restricted Stock” means Shares, granted under Section 6.04, that are subject to certain restrictions and to risk of forfeiture.
2.01.32. “Restricted Stock Unit” means the right granted to a Participant under Section 6.05 to receive Shares (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture.
2.01.33. “Returning Shares” has the meaning provided in Section 4.02.
2.01.34. “Share Reserve” has the meaning provided in Section 4.01.
2.01.35. “Shares” mean shares of Common Stock. If there has been an adjustment or substitution with respect to the Shares (whether or not pursuant to Section 8), the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted.
2.01.36. “Stock Appreciation Right” means an Award granted under Section 6.03.
2.01.37. “Subsidiary” means any corporation, limited liability company, partnership or other entity in an unbroken chain of entities beginning with the Company, if each of the entities other than the last entity in the chain owns stock or other ownership interests possessing at least fifty percent (50%) of the total combined voting power in one (1) of the other entities in the chain. Notwithstanding the foregoing, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of the Code.
2.02. Construction. For purposes of this Plan, the following rules of construction shall apply:
2.02.1. The word “or” is disjunctive but not necessarily exclusive.
2.02.2. Whenever the words “include,” “includes” or “including” are used in this Plan, they shall be deemed to be followed by the words “but not limited to”.
2.02.3. Words in the singular include the plural; words in the plural include the singular; words in the neuter gender include the masculine and feminine genders; and words in the masculine or feminine gender include the other and neuter genders.
2.02.4. The titles and headings of the Sections in this Plan are for convenience of reference only, and in the event of any conflict, the text of this Plan, rather than such titles or headings, shall control.
SECTION 3.   ADMINISTRATION
3.01. General. This Plan shall be administered by the Committee. References hereinafter to the Committee shall mean the Management Development and Compensation Committee of the Board (or other appointed committee) with respect to employee or Consultant Participants and the Board with respect to Non-Employee Director Participants.
3.02. Powers of the Committee. The Committee shall have full and final authority to take the following actions, in each case subject to and consistent with the provisions of this Plan:
(i)
to designate Participants;
(ii)
to determine the type or types of Awards to be granted to each Participant;
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(iii)
to determine the number of Awards to be granted, the number of Shares or amount of cash or other property to which an Award will relate, the terms and conditions of any Award (including any exercise price, grant price or purchase price, any limitation or restriction, any schedule for lapse of limitations, forfeiture restrictions or restrictions on exercisability or transferability, and accelerations or waivers thereof, in each case based on such considerations as the Committee shall determine), and all other matters to be determined in connection with an Award;
(iv)
to determine whether, to what extent and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Shares, other Awards or other property, or an Award may be accelerated, vested, canceled, forfeited, exchanged or surrendered;
(v)
to interpret and administer this Plan and any instrument or agreement relating to, or Award made under, this Plan;
(vi)
to prescribe the form of each Award Agreement, which need not be identical for each Participant;
(vii)
to adopt, amend, suspend, waive and rescind such rules and regulations as the Committee may deem necessary or advisable to administer this Plan;
(viii)
to correct any defect, supply any omission or reconcile any inconsistency, and to construe and interpret this Plan, the rules and regulations, any Award Agreement or other instrument entered into or Award made under this Plan;
(ix)
to establish any “blackout” period that the Committee in its sole discretion, deems necessary or advisable;
(x)
to make all other decisions and determinations as may be required under the terms of this Plan or as the Committee may deem necessary or advisable for the administration of this Plan;
(xi)
to make such filings and take such actions as may be required from time to time by appropriate state, regulatory and governmental agencies; and
(xii)
to adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Company or any of its Affiliates may operate, in order to assure the viability of the benefits of Awards granted to Participants located in such other jurisdictions and to meet the objectives of this Plan.
Notwithstanding any of the foregoing, grants of Awards to Non-Employee Directors hereunder shall (i) be subject to the applicable award limits set forth in Section 4.03, and (ii) be made only in accordance with the terms, conditions and parameters of a plan, program or policy for or resolution regarding the compensation of Non-Employee Directors as in effect from time to time that is approved by the Board, upon the recommendation of a committee of the Board consisting solely of Independent Directors.
Any action of the Committee with respect to this Plan shall be final, conclusive and binding on all persons, including the Company, Affiliates, Participants, any person claiming any rights under this Plan from or through any Participant, employees, officers, directors, individual consultants and shareholders, and shall be given the maximum deference permitted by applicable law. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. Each member of the Committee shall be entitled to, in good faith, rely or act upon any report or other information furnished to him by an officer, manager or other employee of the Company or any of its Affiliates, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company and/or the Committee to assist in the administration of this Plan.
3.03. Delegation. The Committee may delegate, including, in the case of the Board, delegation to the Corporate Governance Committee, within limits and subject to the terms it may establish from time to time, the authority to perform administrative functions under this Plan. The Committee may, by
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resolution, expressly delegate to a special committee, consisting of one or more directors who may but need not be members of the Committee (including the Chief Executive Officer in his capacity as a director), the authority, within specified parameters as to the number and terms of Awards, to (i) designate officers, Consultants and/or employees of the Company or any of its Affiliates to be recipients of Awards under this Plan, and (ii) determine the number of such Awards to be received by any such Participants; provided, however, that such delegation of duties and responsibilities to a special committee may not be made with respect to the grant of Awards to eligible Participants who are subject to Section 16 of the Exchange Act at the Grant Date. The acts of such delegates shall be treated hereunder as acts of the Board, and such delegates shall report regularly to the Committee regarding the delegated duties and responsibilities and any Awards so granted.
SECTION 4.   SHARES SUBJECT TO THIS PLAN
4.01. Shares Authorized. The maximum number of Shares that may be issued in respect of Awards granted under this Plan shall be (i) 7,200,000 Shares, plus (ii) any Shares that are available for issuance under the Prior Plans as of the Effective Date, plus (iii) any Returning Shares (as defined below), subject to adjustment as provided in Section 8 (collectively, the “Share Reserve”). The Share Reserve may be used for all forms of Awards hereunder and may also be used to settle Outstanding Prior Plan Awards to the extent Shares are not available under the applicable Prior Plan. Each Share issued under this Plan pursuant to an Award, or to settle an Outstanding Prior Plan Award, other than (A) an Option or other purchase right for which the Participant pays the Fair Market Value for such Share measured as of the Grant Date, or (B) a Stock Appreciation Right having a base price equal to or in excess of the Fair Market Value of a Share as of the Grant Date, shall reduce the Share Reserve by two (2) Shares. From and after the Effective Date, no further awards shall be granted under the Prior Plans and the Prior Plans shall remain in effect only so long as Outstanding Prior Plan Awards shall remain outstanding.
4.02. Share Counting.
(i)
For purposes of Section 4.01, the number of Shares to which an Award relates shall be counted against the Share Reserve at the Grant Date of the Award, unless such number of Shares cannot be determined at that time, in which case the number of Shares actually distributed pursuant to the Award shall be counted against the Share Reserve at the time of distribution; provided, however, that Awards related to or retroactively added to, or granted in tandem with, substituted for or converted into, other Awards shall be counted or not counted against the Share Reserve in accordance with procedures adopted by the Committee or its designee so as to ensure appropriate counting, but to avoid double counting.
(ii)
If any Shares to which an Award relates or, on or after the Effective Date, Shares subject to any Outstanding Prior Plan Awards are (A) forfeited, cancelled or payment is made to the Participant in the form of cash, cash equivalents or other property other than Shares or (B) otherwise terminate without payment being made to the Participant in the form of Shares, any Shares counted against the Share Reserve with respect to such Award or Outstanding Prior Plan Award shall, to the extent of any such forfeiture or termination, be added back to the Share Reserve (such Shares, the “Returning Shares”).
(iii)
Notwithstanding the foregoing, the following Shares shall not be added back to the Share Reserve: (A) Shares previously owned or acquired by the Participant that are delivered to the Company, or withheld from an Award, to pay the exercise price of an Award, (B) Shares that are delivered or withheld for purposes of satisfying a tax withholding obligation, (C) Shares not issued or delivered as a result of the net settlement of an outstanding Option or Stock Appreciation Right, or (D) Shares repurchased on the open market with the proceeds of the exercise price of an Option. Subject to applicable stock exchange requirements, shares available under a shareholder-approved plan of a company acquired by the Company (as appropriately adjusted to Shares to reflect the transaction) may be issued under this Plan pursuant to Awards granted to individuals who were not employees of the Company or its Affiliates immediately before such transaction and shall not count against the Share Reserve.
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Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or of treasury Shares, including Shares repurchased by the Company for purposes of this Plan.
4.03. Limitation on Awards. Notwithstanding any provision in this Plan to the contrary (but subject to adjustment as provided in Section 8):
(i)
Incentive Stock Options. The maximum aggregate number of Shares subject to Incentive Stock Options granted under this Plan over the term of this Plan to all Participants shall be 10,000,000.
(ii)
Awards to Non-Employee Directors. The maximum value associated with Awards granted under this Plan in any calendar year to any one (1) Non-Employee Director shall be $500,000.
4.04. Minimum Vesting Provisions. No Award (or any portion thereof) granted to any Participant shall vest prior to the first (1st) anniversary of the Grant Date (or, if earlier, but solely in respect of grants to Non-Employee Directors, the next annual meeting of shareholders that occurs 50 weeks or more after the Grant Date); provided, however, that, subject to adjustment as provided in Section 8 and the share counting rules of Section 4.02, (i) up to five percent (5%) of the maximum number of Shares available for issuance under the Plan may be granted pursuant to the Plan without being subject to the foregoing restrictions, and (ii) any dividends or dividend equivalents issued in connection with any Award granted at any time under the Plan shall not be subject to or counted for either such restrictions or such five percent (5%) share issuance limit.
SECTION 5.   ELIGIBILITY
Awards may be granted only to individuals who are active employees (including employees who also are directors or officers), Consultants or Non-Employee Directors of the Company or any of its Affiliates; provided, however, that Incentive Stock Options may be granted only to eligible Participants who are employees of the Company or a Parent or Subsidiary as defined in Sections 424(e) and (f) of the Code. Eligible Participants who are service providers to an Affiliate may be granted Options or Stock Appreciation Rights under this Plan only if the Affiliate qualifies as an “eligible issuer of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Section 409A of the Code.
SECTION 6.   SPECIFIC TERMS OF AWARDS
6.01. General. Subject to the terms of this Plan and any applicable Award Agreement, Awards may be granted as set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, before, at or after the Grant Date (subject to the terms of Section 10), such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Committee shall determine, including separate escrow provisions and terms requiring forfeiture of Awards in the event of termination of employment or service of the Participant. Except as required by applicable law, Awards may be granted for no consideration other than prior and/or future services.
6.02. Options. The Committee is authorized to grant Options to Participants on the following terms and conditions:
(i)
Exercise Price. The exercise price per Share of an Option (other than an Option issued as a substitute for an award granted by a company acquired by the Company) shall not be less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date of such Option.
(ii)
Option Term. The term of each Option shall be determined by the Committee, except that no Option (other than Nonstatutory Stock Options granted to Participants outside the United States) shall be exercisable after the expiration of ten (10) years from the Grant Date. Each Option shall be evidenced by a form of Award Agreement and subject to the terms thereof.
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(iii)
Times and Methods of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part (subject to Section 4.04), the methods by which the exercise price may be paid or deemed to be paid and the form of such payment. As determined by the Committee before, at or after the Grant Date, payment of the exercise price of an Option may be made, in whole or in part, in the form of  (A) cash or cash equivalents, (B) delivery (by either actual delivery or attestation) of previously-acquired Shares based on the Fair Market Value of the Shares on the date the Option is exercised, (C) withholding of Shares from the Option based on the Fair Market Value of the Shares on the date the Option is exercised, (D) broker-assisted market sales, or (E) any other “cashless exercise” arrangement.
(iv)
Incentive Stock Options. The terms of any Incentive Stock Options granted under this Plan must comply with the requirements of Section 422 of the Code. Without limiting the foregoing, any Incentive Stock Option granted to a Participant who at the Grant Date owns more than ten percent (10%) of the voting power of all classes of shares of the Company must have an exercise price per Share of not less than one hundred ten percent (110%) of the Fair Market Value per Share on the Grant Date and an Option term of not more than five years. If all of the requirements of Section 422 of the Code (including the above) are not met, the Option shall automatically become a Nonstatutory Stock Option.
Notwithstanding any other provision contained in this Plan or in any Award Agreement, but subject to the possible exercise of the Committee’s discretion contemplated in the last sentence of this Section 6.02(iv), the aggregate Fair Market Value, determined as of the Grant Date, of the Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year under all plans of the corporation employing such employee, any Parent or Subsidiary corporation of such corporation and any predecessor corporation of any such corporation shall not exceed $100,000. If the date on which one (1) or more of such Incentive Stock Options could first be exercised would be accelerated pursuant to any provision of this Plan or any Award Agreement, and the acceleration of such exercise date would result in a violation of the restriction set forth in the preceding sentence, then, notwithstanding any such provision, but subject to the provisions of the next succeeding sentence, the exercise dates of such Incentive Stock Options shall be accelerated only to the date or dates, if any, that do not result in a violation of such restriction and, in such event, the exercise dates of the Incentive Stock Options with the lowest exercise prices shall be accelerated to the earliest such dates. The Committee may, in its discretion, authorize the acceleration of the exercise date of one (1) or more Incentive Stock Options even if such acceleration would violate the $100,000 restriction set forth in the first sentence of this paragraph and even if such Incentive Stock Options are thereby converted in whole or in part to Nonstatutory Stock Options.
(v)
Termination of Employment or Service. In the case of Participants who are employees or Consultants, unless otherwise determined by the Committee or reflected in the Award Agreement or an Individual Agreement:
(A)
If a Participant shall die while employed by or providing services to the Company or any of its Affiliates or during a period following termination of employment or service during which an Option otherwise remains exercisable under this Section 6.02(v) or terminates employment or service due to Disability, Options granted to the Participant, to the extent exercisable at the time of the Participant’s death or termination of employment or service due to Disability, may be exercised within one (1) year after the date of the Participant’s death or termination due to Disability, but not later than the expiration date of the Option, by the Participant, the executor or administrator of the Participant’s estate, or the person or persons to whom the Participant shall have transferred such right by will, by the laws of descent and distribution or, if permitted by the Committee, by inter vivos transfer.
(B)
If the employment of an employee Participant with the Company or any of its Affiliates
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shall be involuntarily terminated under circumstances that would qualify the Participant for benefits under any Company severance plan or arrangement, Options granted to the Participant, to the extent exercisable at the date of the Participant’s termination of employment, may be exercised within ninety (90) days after the date of termination of employment, but not later than the expiration date of the Option.
(C)
Subject to Section 9, if the Participant voluntarily terminates employment or service with the Company or any of its Affiliates for any reason, including retirement, Options granted to the Participant, whether exercisable or not, shall terminate immediately upon the termination of employment or service of the Participant.
(D)
Except to the extent an Option remains exercisable under paragraph (A) or (B) above or under Section 9, any Option granted to a Participant shall terminate immediately upon the termination of employment or service of the Participant with the Company and/or any of its Affiliates.
(vi)
Prohibition on Repricing. Except as otherwise provided in Section 8, without the prior approval of shareholders of the Company: (A) the exercise price of an Option may not be reduced, directly or indirectly, (B) an Option may not be cancelled in exchange for cash, other Awards, or Options or Stock Appreciation Rights with an exercise or base price that is less than the exercise price of the original Option, and (C) the Company may not repurchase an Option for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option is lower than the exercise price per share of the Option.
(vii)
Code Section 409A Limits. Notwithstanding anything in this Plan or any Award Agreement, no Option shall provide for dividend equivalents or have any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Option.
(viii)
Reload Rights. No Option shall be granted with reload rights.
6.03. Stock Appreciation Rights. The Committee is authorized to grant Stock Appreciation Rights on the following terms and conditions:
(i)
Base Price. The base price for Stock Appreciation Rights shall be such price as the Committee, in its sole discretion, shall determine, but the base price for a Stock Appreciation Right (other than one issued as a substitute for an award granted by a company acquired by the Company) shall not be less than one hundred percent (100%) of the Fair Market Value per share of the Common Stock covered by the Stock Appreciation Right on the Grant Date.
(ii)
Payment of Stock Appreciation Rights. Stock Appreciation Rights shall entitle the Participant upon exercise to receive the amount by which the Fair Market Value of a share of Common Stock on the date of exercise exceeds the base price of the Stock Appreciation Right, multiplied by the number of Shares in respect of which the Stock Appreciation Right shall have been exercised. In the sole discretion of the Committee, the Company may pay all or any part of its obligation arising out of a Stock Appreciation Right exercise in cash, Shares or any combination thereof. Payment shall be made by the Company upon the date of exercise.
(iii)
Term and Exercise of Stock Appreciation Rights. The term of any Stock Appreciation Right granted under this Plan shall be for such period as the Committee shall determine, but (except for those granted to Participants outside the United States) no Stock Appreciation Right shall be exercisable for more than ten (10) years from the Grant Date thereof. Each Stock Appreciation Right shall be subject to earlier termination under the rules applicable to Options as provided in Section 6.02(v). Each Stock Appreciation Right granted under this Plan shall be exercisable on such date or dates during the term thereof and for such number of Shares as may be provided in the Award Agreement.
(iv)
Prohibition on Repricing. Except as otherwise provided in Section 8, without the prior approval of shareholders of the Company: (A) the base price of a Stock Appreciation Right
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Appendix D
may not be reduced, directly or indirectly, (B) a Stock Appreciation Right may not be cancelled in exchange for cash, other Awards, or Options or Stock Appreciation Rights with an exercise or base price that is less than the base price of the original Stock Appreciation Right, and (C) the Company may not repurchase a Stock Appreciation Right for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Stock Appreciation Right is lower than the base price per share of the Stock Appreciation Right.
(v)
Code Section 409A Limits. Notwithstanding anything in this Plan or any Award Agreement, no Stock Appreciation Right shall provide for dividend equivalents or have any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the Stock Appreciation Right.
6.04. Restricted Stock. The Committee is authorized to grant Restricted Stock to Participants on the following terms and conditions:
(i)
Issuance and Restrictions. Subject to Section 4.04, Restricted Stock shall be subject to such restrictions on transferability and other restrictions as the Committee may impose (including limitations on the right to vote Restricted Stock or the right to receive dividends thereon), which restrictions may lapse separately or in combination at such times, under such circumstances, in such installments or otherwise, as the Committee shall determine before, at or after the Grant Date.
(ii)
Forfeiture. Except as otherwise determined by the Committee before, at or after the Grant Date, upon termination of employment or service during the applicable restriction period or upon failure to satisfy a performance condition during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company for no consideration; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, that restrictions on Restricted Stock shall be waived in whole or in part in the event of terminations resulting from specified causes.
(iii)
Certificates for Shares. Restricted Stock granted under this Plan may be evidenced in such manner as the Committee shall determine, including issuance of certificates representing Shares, which may be held in escrow or recorded in book entry form. Certificates representing Shares of Restricted Stock, if any, shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock.
(iv)
Dividends on Restricted Stock. The Committee may provide that ordinary cash dividends declared on the Shares of Restricted Stock before they are vested will be forfeited, accrued or reinvested in additional Shares (subject to Share availability under Section 4.01). Dividends accrued or reinvested in additional Shares shall be subject to the same vesting provisions applicable to the underlying Award. In no event shall dividends with respect to Restricted Stock be paid or distributed until the vesting provisions of such Restricted Stock lapse. To the extent that dividends are deemed to be reinvested in additional Shares, such additional Shares shall, at the time of such deemed reinvestment, be included in the number of Shares as to which the underlying Award relates for purposes of the share limits under Sections 4.01, 4.03 and 4.04. Unless otherwise provided in the applicable Award Agreement, any dividends accrued on Shares of Restricted Stock will be paid or distributed no later than the fifteenth day of the third month following the later of  (i) the calendar year in which the corresponding dividends were paid to shareholders, or (ii) the first calendar year in which the Participant’s right to such dividends is no longer subject to a substantial risk of forfeiture.
6.05. Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to Participants on the following terms and conditions:
(i)
Issuance and Restrictions. An Award of Restricted Stock Units represents the right to receive Shares (or the equivalent value in cash or other property if the Committee so provides) in the future. Any vesting restrictions placed on the Award shall be subject to Section 4.04.
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(ii)
Forfeiture. Except as otherwise determined by the Committee before, at or after the Grant Date, upon termination of employment or service during the applicable restriction period or upon failure to satisfy a performance condition during the applicable restriction period, Restricted Stock Units that at that time are subject to restrictions shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, that restrictions on Restricted Stock Units shall be waived in whole or in part in the event of terminations resulting from specified causes.
(iii)
Payment. Unless otherwise determined by the Committee and provided in an Award Agreement, during the two and one-half  (2 12) months following the end of the calendar year in which vesting occurs, the Company shall pay to the Participant in cash an amount equal to the number of Restricted Stock Units vested multiplied by the Fair Market Value of a Share of the Common Stock on such date. Notwithstanding the foregoing sentence, the Committee shall have the authority, in its discretion, to determine that the obligation of the Company shall be paid in Shares or part in cash and part in Shares.
6.06. Performance Awards. The Committee is authorized to grant any Award under this Plan, including cash-based Awards and Other Equity-Based Awards, with performance-based vesting criteria, on such terms and conditions as may be selected by the Committee. Performance Awards are subject to the following terms and conditions:
(i)
Terms. The Committee shall have the complete discretion to determine the number of Performance Awards granted to each Participant, subject to Section 4.03, and to designate the terms and conditions of such Performance Awards as provided in Section 3.02. All Performance Awards shall be evidenced by an Award Agreement.
(ii)
Performance Goals. The Committee may establish performance goals for Performance Awards based on any criteria selected by the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate to the performance of the Participant, one or more Subsidiaries or other Affiliates, any branch, department, business unit or other portion thereof, and/or upon a comparison of such performance with the performance of a peer group of corporations, prior Company performance or other measures selected or defined by the Committee before, at or after the Grant Date. Such performance goals may be based on, without limitation, the following criteria:

earnings per share

revenue

expenses

return on equity

return on total capital

return on assets

earnings (such as net income, EBIT and similar measures)

cash flow (such as EBITDA, EBITDAX, after-tax cash flow and similar measures)

share price

economic value added

debt reduction

gross margin

operating income

volumes metrics (such as volumes sold, volumes produced, volumes transported and similar measures)

land metrics (such as acres acquired, land permitted, land cleared and similar measures)
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drilling and well metrics (such as number of gross or net wells drilled, number of horizontal wells drilled, cost per well and similar measures)

operating efficiency metrics (such as lease operating expense and other unit operating expense measures, general and administrative expense (“G&A”) per Mcf, G&A per customer and other G&A metrics, , lost and unaccounted for gas metrics, days from completed well to flowing gas and similar measures)

reserves, reserve replacement ratios and similar measures

customer service measures (such as wait time, on-time service, calls answered and similar measures)

total shareholder or unitholder return
Performance goals may be specified in absolute terms, on an adjusted basis, in percentages, or in terms of growth or reduction from period to period or growth or reduction rates over time, as well as measured relative to the performance of a group of comparator companies, or a published or special index, or a stock market index, that the Committee deems appropriate. Performance goals need not be based upon an increase or positive result under a business criterion and could include, for example, the maintenance of the status quo, the reduction of expenses or the limitation of economic losses (measured, in each case, by reference to a specific business criterion). Performance measures may but need not be determinable in conformance with generally accepted accounting principles.
(iii)
Permitted Adjustments. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or any of its Affiliates conducts its business has occurred, or other events or circumstances have rendered performance goals to be unsuitable, the Committee may modify such performance goals, in whole or in part, as the Committee deems appropriate. If a Participant is promoted, demoted or transferred to a different business unit or function during a performance period, the Committee may determine that the performance goals or performance period are no longer appropriate and may (A) adjust, change or eliminate the performance goals or the applicable performance period as it deems appropriate to make such goals and period comparable to the initial goals and period, or (B) make a cash payment to the Participant in an amount determined by the Committee.
(iv)
Payment. Unless otherwise determined by the Committee and provided in an Award Agreement, during the two and one-half  (2 12) months following the end of the calendar year in which vesting occurs, the Company shall pay to the Participant in cash an amount equal to the value of the Performance Award earned as of such vesting date in cash, Shares of Common Stock or the Fair Market Value of other property as determined by the Committee in its discretion.
6.07. Other Equity-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or other equity of the Company or its Affiliates, as deemed by the Committee to be consistent with the purposes of this Plan, including purchase rights, awards of Shares or other equity of the Company or its Affiliates that are not subject to any restrictions or conditions (but only within the limits imposed in Section 4.04), convertible securities, exchangeable securities or other rights convertible or exchangeable into Shares or other equity of the Company or its Affiliates, as the Committee in its discretion may determine. In the discretion of the Committee, such Other Equity-Based Awards, including Shares, or other types of Awards authorized under this Plan, may be used in connection with, or to satisfy obligations of the Company or any of its Affiliates under, other compensation or incentive plans, programs or arrangements of the Company or any of its Affiliates for eligible Participants. The Committee shall determine the terms and conditions of Other Equity-Based Awards.
6.08. Dividend Equivalents. The Committee is authorized to grant dividend equivalents with respect to any Awards granted hereunder (other than Options or Stock Appreciation Rights), subject to such
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terms and conditions as may be selected by the Committee; provided, however, that, no dividend equivalents shall be paid or distributed in advance of the vesting of the underlying Award. For the avoidance of doubt, dividend equivalents shall only be earned and paid if and to the extent that the underlying Award vests or is earned. Dividend equivalents shall entitle the Participant to receive payments equal to dividends with respect to all or a portion of the number of Shares subject to the Award, as determined by the Committee. The Committee may provide that dividend equivalents will be deemed to have been reinvested in additional Shares (subject to Share availability under Section 4.01). To the extent that dividend equivalents are deemed to be reinvested in additional Shares with respect to an Award, such additional Shares shall, at the time of such deemed reinvestment, be included in the number of Shares as to which the underlying Award relates for purposes of the share limits under Sections 4.01, 4.03 and 4.04. Unless otherwise provided in the applicable Award Agreement, any dividend equivalents granted with respect to an Award hereunder (other than Options or Stock Appreciation Rights, which shall have no dividend equivalents) shall be paid or distributed no later than the fifteenth day of the third month following the later of  (i) the calendar year in which the corresponding dividends were paid to shareholders, or (ii) the first calendar year in which the Participant’s right to such dividends equivalents is no longer subject to a substantial risk of forfeiture.
SECTION 7.   PROVISIONS APPLICABLE TO ALL AWARDS
7.01. Stand-Alone, Tandem and Substitute Awards. Awards granted under this Plan may, in the discretion of the Committee, be granted either alone or in addition to, or in tandem with, any other Award granted under this Plan or any award granted under any other plan, program or arrangement of the Company or any of its Affiliates (subject to the terms of Section 10) or any business entity acquired or to be acquired by the Company or any of its Affiliates, except that an Incentive Stock Option may not be granted in tandem with other Awards or awards. Awards granted in addition to or in tandem with other Awards or awards may be granted either at the same time as or at a different time from the grant of such other Awards or awards.
7.02. Transfer of Employee Participant; Change in Status. The transfer of an employee Participant from the Company to a Subsidiary, from a Subsidiary to the Company, or from one Subsidiary to another, shall not be considered a termination of employment unless otherwise determined by the Committee, taking into consideration the applicable rules under Section 409A of the Code. Furthermore, a Participant’s change in status in relation to the Company or its Subsidiaries or Affiliates (for example, a change from employee to consultant, or vice versa) shall not be deemed a termination of employment or service hereunder with respect to any Awards constituting nonqualified deferred compensation subject to Section 409A of the Code that are payable upon a termination of employment or service unless such change in status constitutes a “separation from service” within the meaning of Section 409A of the Code.
7.03. Forfeiture Events. Awards under this Plan shall be subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the Participant. In addition, the Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.
7.04. Form of Payment of Awards. Subject to the terms of this Plan and any applicable Award Agreement, payments or substitutions to be made by the Company upon the grant, exercise or other payment or distribution of an Award may be made in such forms as the Committee shall determine before, at or after the Grant Date (subject to the terms of Section 10), including cash, Shares, or other property or any combination thereof, in each case in accordance with rules and procedures established, or as otherwise determined, by the Committee.
7.05. Limits on Transfer of Awards; Beneficiaries. No right or interest of a Participant in any Award shall be pledged, encumbered or hypothecated to or in favor of any person other than the Company, or shall be subject to any lien, obligation or liability of such Participant to any person other than the Company or any of its Affiliates. Except to the extent otherwise determined by the Committee
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with respect to Awards other than Incentive Stock Options, no Award and no rights or interests therein shall be assignable or transferable by a Participant otherwise than by will or the laws of descent and distribution. A beneficiary, guardian, legal representative or other person claiming any rights under this Plan from or through any Participant shall be subject to all the terms and conditions of this Plan and any Award Agreement applicable to such Participant as well as any additional restrictions or limitations deemed necessary or appropriate by the Committee. In no event may an Award be transferred for value or consideration.
7.06. Registration and Listing Compliance. No Award shall be paid and no Shares or other securities shall be distributed with respect to any Award except in a transaction that complies with the registration requirements (or an exemption therefrom) under the Securities Act of 1933, as amended, and any state securities law and the listing requirements under any listing agreement between the Company and any national securities exchange. No Award shall confer upon any Participant rights to such payment or distribution until such laws and contractual obligations of the Company have been complied with in all material respects. Except to the extent required by the terms of an Award Agreement or another contract between the Company and the Participant, neither the grant of any Award nor anything else contained herein shall obligate the Company to take any action to comply with any requirements of any such securities laws or contractual obligations relating to the registration (or exemption therefrom) or listing of any Shares or other securities, whether or not necessary in order to permit any such payment or distribution.
7.07. Evidence of Ownership; Trading Restrictions. Shares delivered under the terms of this Plan may be recorded in book entry or electronic form or issued in the form of certificates. Shares delivered under the terms of this Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under federal or state securities laws, rules and regulations thereunder, and the rules of any national securities exchange or automated quotation system on which Shares are listed or quoted. The Committee may cause a legend or legends to be placed on any such certificates or issue instructions to the transfer agent to make appropriate reference to such restrictions or any other restrictions or limitations that may be applicable to Shares. In addition, during any period in which Awards or Shares are subject to restrictions or limitations under the terms of this Plan or any Award Agreement, the Committee may require any Participant to enter into an agreement providing that certificates representing Shares issuable or issued pursuant to an Award shall remain in the physical custody of the Company or such other person as the Committee may designate.
SECTION 8.   ADJUSTMENT PROVISIONS
8.01. Mandatory Adjustments. In the event of a nonreciprocal transaction between the Company and its shareholders that causes the per-share value of the Shares to change (including any stock dividend, stock split, spin-off, rights offering or large nonrecurring cash dividend), the Committee shall make such adjustments to this Plan and Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under this Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee determines to be equitable. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.
Without limiting the foregoing, in the event of a subdivision of the outstanding Shares (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding Shares into a lesser number of Shares, the authorization limits under Sections 4.01, 4.03 and 4.04 shall automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity for any additional action by the Committee, be adjusted proportionately without any change in the aggregate purchase price therefor.
8.02. Discretionary Adjustments. In the event of any corporate event or transaction involving the Company (including any merger, reorganization, recapitalization, combination or exchange of Shares, or
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Appendix D
any transaction described in Section 8.01), the Committee may make such adjustments to this Plan and Awards as it deems appropriate or equitable, in its sole discretion. Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under this Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committee determines to be equitable. Without limiting the generality of the foregoing, the Committee may provide that (A) Awards will be settled in cash or other property rather than Shares, (B) Awards will become immediately vested and non-forfeitable and exercisable (in whole or in part) and will expire after a designated period of time to the extent not then exercised, (C) Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction, (D) outstanding Awards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Shares, as of a specified date associated with the transaction (or the per-share transaction price), over the exercise or base price of the Award, (E) performance goals and performance periods for Performance Awards will be modified, or (F) any combination of the foregoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated.
8.03. General.
(i)
Incentive Stock Options. To the extent that any adjustments made pursuant to this Section 8 would cause Incentive Stock Options to cease to qualify as Incentive Stock Options, or cause a modification, extension or renewal of such Options within the meaning of Section 424 of the Code, the Committee may (but need not) elect that such adjustment or substitution not be made but rather shall use reasonable efforts to effect such other adjustment of each then outstanding Option as the Committee, in its discretion, shall deem equitable and that will not result in any disqualification, modification, extension or renewal (within the meaning of Section 424 of the Code) of such Incentive Stock Options.
(ii)
Code Section 409A. All adjustments shall be made in a manner compliant with Section 409A of the Code. Without limiting the foregoing, the Committee shall not make any adjustments to outstanding Options or Stock Appreciation Rights that would constitute a modification or substitution of the stock right under Treas. Reg. §1.409A-1(b)(5)(v) that would be treated as the grant of a new stock right or change in the form of payment for purposes of Section 409A of the Code.
SECTION 9.   CHANGE OF CONTROL PROVISIONS
9.01. Treatment of Awards Upon a Change of Control. The provisions of this Section 9 shall apply in the case of a Change of Control, unless otherwise provided in the Award Agreement or Individual Agreement, the operative transaction agreements related to the Change of Control, or any separate agreement with a Participant governing an Award.
(i)
Awards Assumed or Substituted by Surviving Entity. With respect to Awards assumed by the surviving entity of the Change of Control (the “Surviving Entity”) or otherwise equitably converted or substituted in connection with a Change of Control, if within two (2) years after the effective date of the Change of Control, a Participant’s employment or service is terminated due to death or Disability or without Cause or the Participant resigns for Good Reason, then:
(A)
all of the Participant’s outstanding Options, Stock Appreciation Rights and other outstanding Awards (including Awards equitably converted or substituted in connection with a Change of Control) pursuant to which the Participant may have exercise rights shall become fully exercisable as of the date of such termination, and shall thereafter remain exercisable until the earlier of  (1) the expiration of the original term of the Award and (2) the later of  (i) ninety (90) days from the termination of employment or service and (ii) such longer period provided by the applicable Award Agreement;
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(B)
all time-based vesting restrictions on the Participant’s outstanding Awards shall lapse as of the date of the Participant’s termination, and such Awards shall be settled or paid within thirty (30) days after the date of the Participant’s termination; and
(C)
all performance criteria and other conditions to payment of the Participant’s outstanding Performance Awards shall be deemed to be achieved or fulfilled, measured at the actual performance level achieved as of the end of the calendar quarter immediately preceding the date of the Participant’s termination, and payment of such Awards on that basis shall be made or otherwise settled or paid within thirty (30) days after the date of the end of the Participant’s termination;
provided, however, that if such Awards constitute deferred compensation under Section 409A of the Code, the Awards shall vest on the basis described above but shall be settled or paid on the date(s) provided in the underlying Award Agreements to the extent required by Section 409A of the Code.
With regard to each Award, a Participant shall not be considered to have resigned for Good Reason unless either (i) the Award Agreement includes such provision or (ii) the Participant is party to an employment, severance or similar agreement with the Company or an Affiliate that includes provisions in which the Participant is permitted to resign for Good Reason. To the extent that this provision causes Incentive Stock Options to cease to qualify as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock Options.
(ii)
Awards not Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change of Control, and except with respect to any Awards assumed by the Surviving Entity or otherwise equitably converted or substituted in connection with the Change of Control in a manner approved by the Committee or the Board:
(A)
all outstanding Options, Stock Appreciation Rights and other outstanding Awards pursuant to which Participants may have exercise rights shall become fully exercisable as of the time of the Change of Control, and shall thereafter remain exercisable for a period of ninety (90) days or until the earlier expiration of the original term of the Award;
(B)
all time-based vesting restrictions on outstanding Awards shall lapse as of the time of the Change of Control, and such Awards shall be settled or paid at the time of the Change of Control; and
(C)
all performance criteria and other conditions to payment of outstanding Performance Awards shall be deemed to be achieved or fulfilled, measured at the actual performance level achieved as of the end of the calendar quarter immediately preceding the date of the Change of Control (or as of the time of the Change of Control, in the case of Performance Awards in which the performance condition is measured by stock or unit price or total shareholder or unitholder return), and payment of such Awards on that basis shall be made or otherwise settled at the time of the Change of Control;
provided, however, that if such Awards constitute deferred compensation under Section 409A of the Code, the Awards shall vest on the basis described above but shall be settled or paid on the date(s) provided in the underlying Award Agreements to the extent required by Section 409A of the Code.
To the extent that this provision causes Incentive Stock Options to cease to qualify as Incentive Stock Options, such Options shall be deemed to be Nonstatutory Stock Options.
(iii)
For the purposes of this Plan, an Award shall be considered assumed by the surviving entity or otherwise equitably converted or substituted if following the applicable transaction the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the applicable transaction, on substantially the same vesting and other terms and conditions as were applicable to the Award immediately prior to the applicable
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transaction, the consideration (whether stock, cash or other securities or property) received in the applicable transaction by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the applicable transaction is not solely common stock of the successor company or its parent or subsidiary, the Committee may, with the consent of the successor company or its parent or subsidiary, provide that the consideration to be received upon the exercise or vesting of an Award, for each Share subject thereto, will be solely common stock of the successor company or its parent or subsidiary substantially equal in fair market value to the per share consideration received by holders of Shares in the applicable transaction. The determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.
9.02. Definition of Change of Control. For purposes of this Plan, a “Change of Control” of the Company shall mean any of the following events:
(i)
The sale or other disposition by the Company of all or substantially all of its assets to a single purchaser or to a group of purchasers, other than to a corporation with respect to which, following such sale or disposition, more than sixty percent (60%) of, respectively, the then outstanding Shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of the Board is then owned beneficially, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding Common Stock and the combined voting power of the then outstanding voting securities immediately prior to such sale or disposition in substantially the same proportion as their ownership of the outstanding Common Stock and voting power immediately prior to such sale or disposition;
(ii)
The acquisition in one or more transactions by any person or group, directly or indirectly, of beneficial ownership of twenty percent (20%) or more of the outstanding Shares or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of the Board; provided, however, that the following shall not constitute a Change of Control: (A) any acquisition by the Company or any of its Subsidiaries, or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries and (B) an acquisition by any person or group of persons of not more than forty percent (40%) of the outstanding Shares or the combined voting power of the then outstanding voting securities of the Company if such acquisition resulted from the issuance of capital stock by the Company and the issuance and the acquiring person or group was approved in advance of such issuance by at least two-thirds (2/3) of the Continuing Directors (as defined below) then in office;
(iii)
The Company’s termination of its business and liquidation of its assets;
(iv)
There is consummated a merger, consolidation, reorganization, share exchange or similar transaction involving the Company (including a triangular merger), in any case, unless immediately following such transaction: (A) all or substantially all of the persons who were the beneficial owners of the outstanding Common Stock and outstanding voting securities of the Company immediately prior to the transaction beneficially own, directly or indirectly, more than sixty percent (60%) of the outstanding Shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the corporation resulting from such transaction (including a corporation or other person which as a result of such transaction owns the Company or all or substantially all of the Company’s assets through one or more subsidiaries (a “Parent Company”)) in substantially the same proportion as their ownership of the Common Stock and other voting securities of the Company immediately prior to the consummation of the transaction, (B) no person (other than (1) the Company, any employee benefit plan sponsored or maintained by the Company or, if reference was made to equity ownership of any Parent Company for purposes of determining whether the foregoing clause (A) is satisfied in connection with the
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transaction, such Parent Company, or (2) any person or group that satisfied the requirements of the foregoing Section (ii)(B)) beneficially owns, directly or indirectly, twenty percent (20%) or more of the outstanding Shares or the combined voting power of the voting securities entitled to vote generally in the election of directors of the corporation resulting from such transaction and (C) individuals who were members of the Board immediately prior to the consummation of the transaction constitute at least a majority of the members of the board of directors resulting from such transaction (or, if reference was made to equity ownership of any Parent Company for purposes of determining whether the foregoing clause (A) is satisfied in connection with the transaction, such Parent Company); or
(v)
The following individuals (sometimes referred to herein as “Continuing Directors”) cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the entire Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date or whose appointment, election or nomination for election was previously so approved.
SECTION 10.   AMENDMENTS TO AND TERMINATION OF THIS PLAN
The Board may amend, alter, suspend, discontinue or terminate this Plan without the consent of shareholders or Participants, except that, without the approval of the shareholders of the Company, no amendment, alteration, suspension, discontinuation or termination shall be made if shareholder approval is required by any federal or state law or regulation or by the rules of any stock exchange on which the Shares may then be listed, or if the amendment, alteration or other change materially increases the benefits accruing to Participants, increases the number of Shares available under this Plan or modifies the requirements for participation under this Plan, or if the Board in its discretion determines that obtaining such shareholder approval is for any reason advisable; provided, however, that, without the consent of the Participant, no amendment, alteration, suspension, discontinuation or termination of this Plan may materially and adversely affect the rights of such Participant under any Award theretofore granted to him. The Committee may, consistent with the terms of this Plan, waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retrospectively; provided, however, that, without the consent of a Participant, no amendment, alteration, suspension, discontinuation or termination of any Award may materially and adversely affect the rights of such Participant under any Award theretofore granted to him. Without the prior approval of the shareholders of the Company, this Plan may not be amended to permit: (i) the exercise price or base price of an Option or Stock Appreciation Right to be reduced, directly or indirectly, (ii) an Option or Stock Appreciation Right to be cancelled in exchange for cash, other Awards, or Options or Stock Appreciation Rights with an exercise or base price that is less than the exercise price or base price of the original Option or Stock Appreciation Right, or (iii) the Company to repurchase an Option or Stock Appreciation Right for value (in cash or otherwise) from a Participant if the current Fair Market Value of the Shares underlying the Option or Stock Appreciation Right is lower than the exercise price or base price of the Option or Stock Appreciation Right.
SECTION 11.   GENERAL PROVISIONS
11.01. No Right to Awards; No Shareholder Rights. No Participant, employee, officer, director or individual consultant shall have any claim to be granted any Award under this Plan, and there is no obligation for uniformity of treatment of Participants, employees, officers, directors or individual consultants except as provided in any other compensation, fee or other arrangement with the Participant, employee, officer, director or individual consultant. No Award shall confer on any Participant
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any of the rights of a shareholder of the Company unless and until Shares are in fact issued to such Participant in connection with such Award.
11.02. Withholding. The Company or any of its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or such Affiliate, an amount sufficient to satisfy federal, state and local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of this Plan. The obligations of the Company under this Plan shall be conditioned on such payment or arrangements and the Company or such Affiliate shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. Unless otherwise determined by the Committee at the time the Award is granted or thereafter, any such withholding requirement may be satisfied, in whole or in part, by withholding from the Award a number of such Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee or its designee establishes. All such elections shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
11.03. No Right to Employment or Continuation of Service. Nothing contained in this Plan or any Award Agreement shall confer, and no grant of an Award shall be construed as conferring, upon any Participant any right to continue in the employ or service of the Company or to interfere in any way with the right of the Company or, as applicable, shareholders to terminate a Participant’s employment or service at any time or increase or decrease his compensation, fees or other payments from the rate in existence at the time of granting of an Award, except as provided in any Award Agreement or other compensation, fee or other arrangement with the Participant.
11.04. Unfunded Status of Awards; Creation of Trusts. This Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in this Plan or any Award Agreement shall give any such Participant any rights that are greater than those of a general unsecured creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under this Plan to deliver cash, Shares or other property pursuant to any Award, which trusts or other arrangements shall be consistent with the “unfunded” status of this Plan unless the Committee otherwise determines. This Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974, as amended.
11.05. Relationship to Other Benefits. No payment under this Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any of its Affiliates unless provided otherwise in such other plan. Nothing contained in this Plan shall prevent the Company from adopting other or additional compensation arrangements (which may include, without limitation, employment agreements with executives and arrangements that relate to Awards under this Plan), and such arrangements may be either generally applicable or applicable only in specific cases. Notwithstanding anything in this Plan to the contrary, the terms of each Award shall be construed so as to be consistent with such other arrangements in effect at the time of the Award.
11.06. Fractional Shares. Unless the Committee determines otherwise, fractional Shares shall be issuable pursuant to this Plan or any Award. The Committee may determine on a case-by-case basis that fractional Shares shall be eliminated by rounding up or down; provided, however, that if such rounding would constitute a modification or substitution of an Option or Stock Appreciation Right under Treas. Reg. §1.409A-1(b)(5)(v) or disqualify an Incentive Stock Option under Section 424 of the Code, the Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
11.07. Governing Law. The validity, interpretation, construction and effect of this Plan and any rules and regulations relating to this Plan shall be governed by the laws of the Commonwealth of Pennsylvania (without regard to the conflicts of laws thereof), and applicable federal law.
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11.08. Severability. If any provision of this Plan or any Award is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction, or would disqualify this Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws. If such provision cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Plan or Award, it shall be deleted and the remainder of this Plan or Award shall remain in full force and effect; provided, however, that, unless otherwise determined by the Committee, the provision shall not be construed or deemed amended or deleted with respect to any Participant whose rights and obligations under this Plan are not subject to the law of such jurisdiction or the law deemed applicable by the Committee.
11.09. No Limitation on Rights of the Company. The grant of any Award shall not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. This Plan shall not restrict the authority of the Company, for proper corporate purposes, to grant or assume awards, other than under this Plan, to or with respect to any person. If the Committee so directs, the Company may issue or transfer Shares to any of its Affiliates, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliate will transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions of this Plan.
11.10. Exemptions from Section 16(b) Liability. It is the intent of the Company that the grant of any Awards to or other transaction by a Participant who is subject to Section 16(b) of the Exchange Act shall be exempt from Section 16 pursuant to an applicable exemption (except for transactions acknowledged in writing to be non-exempt by such Participant). In addition, the Company intends any transaction by which a Participant sells Shares issued in respect of the vesting or exercise of any Award granted hereunder for the purpose of settling any withholding tax liability of such Participant (commonly referred to as a “net settlement”, “net exercise”, “sell to cover” or “broker-assisted cashless exercise” transaction) that would otherwise be subject to Section 16(b) of the Exchange Act shall be exempt from Section 16 pursuant to an applicable exemption. Accordingly, if any provision of this Plan or any Award Agreement does not comply with the requirements of Rule 16b-3 then applicable to any such transaction, such provision shall be construed or deemed amended to the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under Section 16(b).
SECTION 12.   SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE
12.01. General. It is intended that the payments and benefits provided under this Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. This Plan and all Award Agreements shall be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under this Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates nor their respective directors, officers, employees or advisers shall be held liable for any taxes, interest, penalties or other monetary amounts owed by any Participant or other taxpayer as a result of this Plan or any Award.
12.02. Definitional Restrictions. Notwithstanding anything in this Plan or in any Award Agreement to the contrary, to the extent that any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code (“Non-Exempt Deferred Compensation”) would otherwise be payable or distributable, or a different form of payment (e.g., lump sum or installment) would be effected, under this Plan or any Award Agreement by reason of the occurrence of a Change of Control, or the Participant’s Disability or separation from service, such amount or benefit shall not be payable or distributable to the Participant, and/or such different form of payment shall not be effected, by reason of such circumstance unless the circumstances giving rise to such Change of Control, Disability or separation from service meet any description or definition of  “change in control event”, “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a change of control,
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Appendix D
disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, such payment or distribution shall be made at the time and in the form that would have applied absent the non-409A-conforming event.
12.03. Six-Month Delay in Certain Circumstances. Notwithstanding anything in this Plan or in any Award Agreement to the contrary, if any amount or benefit that would constitute Non-Exempt Deferred Compensation would otherwise be payable or distributable under this Plan or any Award Agreement by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. §1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such Non-Exempt Deferred Compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service shall be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within thirty (30) days after the Participant’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions shall resume at the end of the Required Delay Period. For purposes of this Plan, the term “Specified Employee” has the meaning given such term in Section 409A of the Code and the final regulations thereunder; provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Section 409A(a)(2)(B)(i) of the Code shall be determined in accordance with rules adopted by the Board or any committee of the Board, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.
12.04. Installment Payments. If, pursuant to an Award, a Participant is entitled to a series of installment payments, such Participant’s right to the series of installment payments shall be treated as a right to a series of separate payments and not to a single payment. For purposes of the preceding sentence, the term “series of installment payments” has the meaning provided in Treas. Reg. §1.409A-2(b)(2)(iii) (or any successor thereto).
12.05. Timing of Release of Claims. Whenever an Award conditions a payment or benefit on the Participant’s execution and non-revocation of a release of claims, such release must be executed and all revocation periods shall have expired within sixty (60) days after the date of termination of the Participant’s employment or service; failing which such payment or benefit shall be forfeited. If such payment or benefit is exempt from Section 409A of the Code, the Company may elect to make or commence payment at any time during such sixty (60)-day period. If such payment or benefit constitutes Non-Exempt Deferred Compensation, then, subject to Section 12.03 above, (i) if such sixty (60)-day period begins and ends in a single calendar year, the Company may make or commence payment at any time during such period at its discretion, and (ii) if such sixty (60)-day period begins in one calendar year and ends in the next calendar year, the payment shall be made or commence during the second such calendar year (or any later date specified for such payment under the applicable Award), even if such signing and non-revocation of the release occur during the first such calendar year included within such sixty (60)-day period. In other words, a Participant is not permitted to influence the calendar year of payment based on the timing of signing the release.
12.06. Permitted Acceleration. The Company (acting through the Committee) shall have the sole authority to make any accelerated distribution permissible under Treas. Reg. §1.409A-3(j)(4) to Participants of deferred amounts, provided that such distribution(s) meets the requirements of Treas. Reg. §1.409A-3(j)(4).
12.07. Allocation Among Possible Exemptions. If any one or more Awards granted under this Plan to a Participant could qualify for any separation pay exemption described in Treas. Reg. §1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting through the Committee or the Senior Vice President, Human Resources (or officer holding an equivalent position)) shall determine which Awards or portions thereof will be subject to such exemptions.
EQT CORPORATION2022 PROXY STATEMENT|D-21

Appendix D
SECTION 13.   EFFECTIVE DATE AND TERM OF THIS PLAN
The effective date and date of adoption of this Plan shall be the date of the Company’s Annual Meeting of Shareholders in 2020 (the “Effective Date”), provided that this Plan has been adopted by the Board and is approved by a majority of the votes cast at such Annual Meeting at which a quorum representing a majority of the outstanding voting stock of the Company is, either in person or by proxy, present and voting. Absent additional shareholder approval, (i) no Incentive Stock Option may be granted under this Plan subsequent to January 15, 2030 and (ii) no other Award may be granted under this Plan subsequent to the Company’s Annual Meeting in 2030.
[End of Plan Document]
D-22|ir.eqt.com

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ENDORSEMENT LINE SACKPACK C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online- Go to www.investorvote.com/EQTwww.proxyvote.com or scan the QR code — login details are located inBarcode aboveUse the shaded bar below. Save paper, timeInternet to transmit your voting instructions and money! Sign up for electronic delivery at www.investorvote.com/EQT Phone Call toll free 1-800-652-VOTE (8683) withinof information up until 11:59 p.m. Eastern Time on April 16, 2024. Have your proxy card in hand when you access the USA, US territorieswebsite and Canada Using a black ink pen, markfollow the instructions to obtain your votes withrecords and to create an X as shownelectronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/EQT2024You may attend the meeting via the Internet and vote electronically during the meeting. Have the information that is printed in this example. Please do not write outside the designated areas. Annual Meeting Proxy Card 1234 5678 9012 345 IF VOTINGbox marked by the arrow available and follow the instructions.VOTE BY MAIL, SIGN,PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 16, 2024. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V29402-P01820 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THE BOTTOMTHIS PORTION IN THE ENCLOSED ENVELOPE. A The Board of Directors recommends you vote FOR each of the director nominees listed and FOR proposals 2, 3, and 4. 1. Election of 11 Directors Nominees: 01 – LydiaONLY 1a.Lydia I. Beebe 02 – LeeBeebe!!!ForAgainstAbstain1b.Lee M. Canaan 03 – JanetCanaan!!!1j.Toby Z. Rice!!!1c.Janet L. Carrig 04 – FrankCarrig!!!1k.Hallie A. Vanderhider!!!1d.Frank C. Hu 05 – Kathryn J. Jackson, Ph.D. 06 – John F. McCartney 07 – James T. McManus II 08 – Anita M. Powers 09 – Daniel J. Rice IV 10 – Toby Z. Rice 11 – Hallie A. Vanderhider For Against Abstain 2. AdvisoryHu!!!2.Advisory vote to approve the 20212023 compensation of the Company’sEQT Corporation's named executive officers (say-on-pay) For Against Abstain !!!1e.1f.Dr. Kathryn J. JacksonJohn F. McCartney!!!!!!3. Approval of an amendment to the Company’s 2020 Long-Term Incentive Plan to increase the number of authorized shares 4. Ratification of the appointment of Ernst & Young LLP as the Company’sEQT Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2022 ThisNOTE: In their discretion, the proxies are authorized in their!!!1g.James T. McManus II!!!judgment to vote upon such other business as may properlycontinuations or postponements thereof.1h.Anita M. Powers!!!1i.Daniel J. Rice IV!!! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney-in-fact,executor, administrator, or other fiduciary, please give full title as such. Joint owners shouldeach sign personally. All holders must sign. If a corporation or partnership, please sign in fullcorporate or partnership name by authorized officer and specify the title(s) of such officer(s). Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.V29403-P01820EQT CORPORATIONTHIS PROXY IS SOLICITED ON BEHALF OF THE EQT CORPORATION BOARD OF DIRECTORS ANNUAL MEETING OF SHAREHOLDERSAPRIL 17, 2024The shareholder(s) hereby appoint(s) Toby Z. Rice, William E. Jordan, and Timothy C. Lulich, and each of them, as proxies, each with the full power to act alone and with the full power to appoint his substitute, and hereby authorize(s) each of them to represent and to vote, as designated on the reverse side, all of the shares of EQT Corporation Common Stock that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held virtually via live webcast at www.virtualshareholdermeeting.com/EQT2024 at 9:00 a.m., Eastern Time on Wednesday, April 17, 2024, and any adjournments, continuations or postponements thereof.This Proxy Card, when properly executed, will be voted in the manner directed herein. If no direction is made, the named proxies will vote in accordance with the Board of Directors’Directors' recommendations on all matters listed on this Proxy Card, and in accordance with their judgment on such other matters as may properly come before the meeting and any adjournments, continuations,continuances, or postponements thereof. Please sign and date on the reverse side and return the Proxy Card promptly using the enclosed envelope. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. C 1234567890 J N T 1 U P X 5 2 9 4 0 2 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND

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The 2022 Annual Meeting of Shareholders of EQT Corporation will be held on Wednesday, April 20, 2022 at 8:00 a.m. (Eastern Time), virtually via live webcast at https://meetnow.global/MPDGKGT. To access and vote online during the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders. The 2021 Annual Report, 2022 Proxy Statement and form of Proxy Card are available at: www.envisionreports.com/EQT Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/EQT IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. Proxy EQT CORPORATION 625 LIBERTY AVENUE, SUITE 1700, PITTSBURGH, PA 15222 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EQT CORPORATION Toby Z. Rice, William E. Jordan, and Timothy C. Lulich, each with full power to act alone and with full power of substitution, are each hereby appointed as a proxy of the undersigned to vote all shares of EQT Corporation (the Company) common stock that the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held on Wednesday, April 20, 2022, at 8:00 a.m. Eastern Time, virtually via live webcast at https://meetnow.global/MPDGKGT, and at any adjournment, continuation, or postponement of such meeting. This Proxy is solicited on behalf of the Board of Directors of the Company and may be revoked prior to its exercise. A vote FOR the election of the director nominees listed on the reverse side includes discretionary authority to vote for a substitute director nominee if any director nominee becomes unavailable for election for any reason. This Proxy Card when properly executed will be voted in the manner directed herein. If no direction is made, the proxies will vote in accordance with the Board of Directors’ recommendations on all matters listed on this proxy, and in accordance with their judgment on such other matters as may properly come before the meeting and any adjournments, continuations, or postponements thereof. B Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. C Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Executors, administrators, trustees, etc. should give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer.reason.PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY SHOULDCARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPECONTINUED AND TO BE SIGNED EXACTLY AS NAME APPEARS HEREON. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. SignatureON REVERSE SIDE

0000033213 2 — Please keep signature within the box. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON THE REVERSE OF THIS CARD.2023-01-01 2023-12-31