EQT EQT Corporation

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.       )

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Preliminary Proxy Statement

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

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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EQT Corporation

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Fee paid previously with preliminary materials.

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

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Letter from Our CEO

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Generated approximately $3.2 billion of net cash provided by operating activities and $879 million of free cash flow.(1)

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Retired $1.1 billion of debt.

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Increased our base dividend by 5%.

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

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Signed two of the largest long-term physical supply deals ever executed in the North American natural gas market with leading utilities.

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Our operations executed at record levels and pace.

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

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

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Delivered a 22% improvement in our environmental, health, and safety (EHS) intensity,(3) underscoring our unwavering commitment to safety at EQT.

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We continued to gain momentum in executing our differentiated LNG strategy.

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Leveraged our significant Gulf Coast firm transportation capacity to sign non-binding Heads of Agreements (HOAs) covering 2.5 million tons per annum of LNG tolling capacity.(4)

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Have 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 environmental attributes.

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We continued our progress towards our ambitious 2025 net zero emissions goal.

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We continued to make progress toward making EQT the first energy company of meaningful scale in the world to achieve net zero Scope 1 and Scope 2 emissions.(5)

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(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.

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(2)

6% year-over-year improvement was measured based on days per 1,000 horizontal feet drilled.

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(3)

EHS intensity improvement is an internal performance measure used in EQT’s Short-Term Incentive Plan. Please refer to the Compensation Discussion and Analysis section below for further details.

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(4)

Non-binding HOAs remain subject to negotiation of definitive tolling agreements between the parties.

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(5)

The Company’s net zero emissions goal is based on Scope 1 and Scope 2 greenhouse gas emissions from 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 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.

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Letter from Our CEO​

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

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EQT was one of 50 oil and gas companies to participate in the Oil & Gas Decarbonization Charter, a landmark initiative, launched at COP28, dedicated to accelerating climate action and achieving high-scale impact across the industry.

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EQT helped establish the Appalachian Methane Initiative, a world-class, sector and technology agnostic methane monitoring network designed to assess and further mitigate methane emissions across the entire Appalachian Basin.

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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 both 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 pre-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 form of LNG is uniquely capable of supporting 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 on the global stage. All these steps are being taken with our stakeholders in mind, and we have high ambition to continue the successes that we accomplished in 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.

Toby Z. Rice
President and Chief Executive Officer
March 1, 2024

2024 Notice of Annual Meeting
of Shareholders of EQT Corporation

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You are cordially invited to attend the virtual 2024 Annual Meeting of Shareholders of EQT Corporation.

At the meeting, we plan to ask you to:

The 2024 Annual Meeting will be a virtual meeting of shareholders, conducted exclusively by live webcast. You will be able to attend and participate in the virtual 2024 Annual Meeting, vote your shares electronically, and submit questions during the meeting by visiting the website address listed above on the meeting date and time described in the accompanying proxy statement. Please see the instructions in the “Questions and Answers About the 2024 Annual Meeting” section, 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.

March 1, 2024

Proxy Statement

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Table of Contents

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

​	63	​	​	■ Other Compensation Components ​	​
​	66	​	​	Compensation Committee Report	​
​	67	​	​	Compensation Policies and Practices and Risk Management	​
​	68	​	​	Compensation Tables	​
​	68	​	​	■ Summary Compensation Table ​	​
​	69	​	​	■ 2023 Grants of Plan-Based Awards Table ​	​
​	70	​	​	■ Outstanding Equity Awards at Fiscal Year-End ​	​
​	71	​	​	■ Option Exercised and Stock Vested ​	​
​	71	​	​	■ Pension Benefits and Non-Qualified Deferred Compensation ​	​
​	71	​	​	■ Potential Payments Upon Termination or Change of Control ​	​
​	80	​	​	PAY VERSUS PERFORMANCE	​
​	80	​	​	Pay Versus Performance Table	​
​	82	​	​	Narrative Discussion of Relationship Between CAP and Financial Performance Measures	​
​	85	​	​	PAY RATIO DISCLOSURE	​
​	86	​	​	AUDIT MATTERS	​
​	86	​	​	Proposal 3—Ratification of the Appointment of Independent Registered Public Accounting Firm	​
​	87	​	​	Auditor Fees	​
​	88	​	​	Report of the Audit Committee	​
​	89	​	​	EQUITY OWNERSHIP	​
​	89	​	​	Security Ownership of Certain Beneficial Owners	​
​	91	​	​	Security Ownership of Management	​
​	93	​	​	QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING	​
​	93	​	​	2024 Annual Meeting of Shareholders	​
​	101	​	​	ADDITIONAL INFORMATION	​
​	101	​	​	Other Matters	​
​	101	​	​	2023 Annual Report on Form 10-K	​
​	​	​	​	APPENDICES	​
​	A-1	​	​	■ Appendix A ​	​
​	B-1	​	​	■ Appendix B ​	​
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 17, 2024

We have elected to furnish our proxy statement and the 2023 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 2024 Annual Meeting.

Beginning on or about March 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 2023 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 2023 Annual Report. All other shareholders will receive printed copies of the proxy statement and the 2023 Annual Report, which will be mailed to such shareholders on or about March 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, or the negative thereof. Without limiting the generality of the foregoing, forward-looking statements contained in this proxy statement include the matters discussed regarding expectations 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 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 control. These risks and uncertainties include, but are not limited 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, 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; 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 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, 2023, and in other documents the Company files from time to time with the 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.

2024 Proxy Statement Summary

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This summary highlights information about EQT Corporation (“EQT,” the “Company,” “we,” “us,” or “our”) and the upcoming 2024 Annual Meeting of Shareholders (the “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, 2023 (the “2023 Annual Report”) before you vote. The proxy statement and the 2023 Annual Report will be first mailed or released to shareholders on or about March 1, 2024.

2024 Annual Meeting of Shareholders

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

2024 Proxy Statement Summary

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

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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

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If you vote by telephone or electronically, you do not need to return a proxy card

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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.

2024 Proxy Statement Summary

Snapshot of Director Nominees

Our director nominees are highly qualified and, together, embody an effective and robust mix of diversity, skills, and experience. As further detailed in the racial/ethnic and gender diversity profile graphic below, the Board benefits from both gender and racial and ethnic diversity. Please refer to the “Consideration of Diversity” section below for further discussion.

(1)

Tenure calculated through the end of April 2024.

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(2)

Chart reflects the number of directors possessing each given skillset.

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2024 Proxy Statement Summary​

Governance Highlights

Corporate Governance Practices

2024 Proxy Statement Summary

Environmental, Social, and Governance Highlights

We are committed to the responsible development of our 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 decarbonization 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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(1)

The Company’s net zero emissions target is based on Scope 1 and Scope 2 greenhouse gas emissions from 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 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.

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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.

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(3)

Based on certificates provided under both the EO100™ Standard for Responsible Energy Development, which focuses on ESG performance, and the MiQ methane standard.

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Environmental, Social, and Governance Reporting

We expect to publish our 2023 ESG Report in June 2024. Our current ESG Report for calendar year 2022 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.

2024 Proxy Statement Summary

Human Capital and Diversity

Our employees are our most important asset. We genuinely value each member of our workforce and their contributions to our mission to become the operator of choice for all stakeholders. Our values—​Trust, Teamwork, Heart, and 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 two-thirds of our permanent employees working remotely. Furthermore, 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.

(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-enabled work environment, which we use to, among other things, enhance our shared culture by engaging directly with our employees by sharing Company 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.

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 continue to provide subsidized health insurance, a company contribution and 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. Additionally, our commitment to work-life balance is evident in the flexibility of our “9/80” work schedule, allowing employees to choose a unique arrangement that suits their lifestyle. These initiatives collectively reinforce our dedication to fostering a thriving and supportive workplace environment.

In 2023, for the third consecutive year, we announced the continuation of our “equity for all” program. Building on the success of prior years, we extended equity compensation awards to all permanent employees, marking another milestone in our commitment to fostering an inclusive and ownership-driven culture. With the “equity for all” program, every permanent employee becomes an owner in our Company, providing them with a direct opportunity to share in our financial success.

It is important to note that these equity grants are in addition to, and not in lieu of, the existing compensation opportunities for our 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.

We remain dedicated to providing our employees with opportunities that go beyond conventional compensation, empowering them as partners in our collective success.

2024 Proxy Statement Summary

Shareholder Engagement

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(1)

As of September 30, 2023.

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2024 Proxy Statement Summary​

EQT Business Highlights

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 have implemented a robust capital allocation strategy directed at responsibly developing our assets while also returning capital to our shareholders through a combination of debt retirements, dividends, and strategic share repurchases. We are also focused on maintaining investment grade credit metrics, which allows us to capture a lower cost of capital and further enhance shareholder returns.

We believe that our proprietary digital work environment, in conjunction with the size and contiguity of our asset base, uniquely position us to execute on a multi-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 energy security and 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

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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)

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Retired $1.1 billion aggregate principal of debt.

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

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Paid $228 million in dividends to shareholders.

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

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

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

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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.

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

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(1)

“MMBtu” means million British thermal units.

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The above information is described more fully in the Company’s 2023 Annual Report, which we filed with the SEC on February 14, 2024.

2024 Proxy Statement Summary

Executive Compensation Highlights

Compensation Philosophy

EQT firmly believes in pay for performance. Our executive compensation programs are designed to incentivize our 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.

2023 Compensation Mix

(1)

Reflects 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 2023 for each of Ms. Evancho and Messrs. Duran, Jordan, and Knop, as presented in the Summary Compensation Table (with Company contributions to the 401(k) plan treated as part of salary for purposes of this illustration).

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For a further discussion of the alignment of the NEOs’ compensation with EQT’s performance and the Management Development and Compensation Committee’s philosophy on executive compensation, see “Compensation Philosophy” under the section entitled “Compensation Discussion and Analysis.”

Corporate Governance and Board Matters

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Proposal 1―Election of Directors

Our directors are elected annually for one-year terms. Notwithstanding the expiration date of their term, each director holds office until their successor is elected and qualified; provided, however, that each director has agreed to resign the day following the annual meeting date immediately following such director’s 74th birthday, as required by our Amended and Restated Bylaws (“Bylaws”).

Our current Board consists of 11 members. The current terms of all 11 directors expire at the 2024 Annual Meeting, and all such directors have been nominated to stand for reelection at the 2024 Annual Meeting. Under EQT’s Restated Articles of Incorporation, as amended, and Bylaws, we may have a minimum of five and a maximum of 15 directors. By majority vote, the Board may set the number of directors within this range at any time. Each of EQT’s director nominees (other than Messrs. Daniel J. Rice IV and Toby Z. Rice) is independent under the New York Stock Exchange (“NYSE”) listing standards.

The persons named as proxies will vote for each of the director nominees, unless you vote against or abstain from voting for or against one or more of them. Each of the 11 director nominees have agreed to serve if elected, and the Board has no reason to believe that any director nominee will be unavailable to serve. In the event that a director nominee is unable or declines to serve on the Board at the time of the 2024 Annual Meeting, then the persons named as proxies intend to vote for a substitute director nominee proposed by the Board, unless the Board decides to reduce the number of directors. Each director nominee must be elected by a majority of the votes cast “for,” and votes may not be cumulated.

In addition, under our Bylaws, each director nominee has submitted an irrevocable conditional resignation to be effective if they receive a greater number of votes “against” than votes “for” in an uncontested election. If this occurs, the Board will decide whether to accept the tendered resignation no later than 90 days after certification of the votes. The Board’s determination will be made without the participation of any director nominee whose resignation is under consideration with respect to the election. The Board’s explanation of its decision will be promptly disclosed in a Current Report on Form 8-K filed with the SEC.

Corporate Governance and Board Matters

Director Nominees

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

Corporate Governance and Board Matters​

Corporate Governance and Board Matters

Corporate Governance and Board Matters​

Corporate Governance and Board Matters

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 their duties as a director of EQT, especially with respect to the director nominee’s expected time commitments serving as a director and/or executive of other public companies.

EQT’s Corporate Governance Guidelines:

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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

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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).

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Board Meetings

In 2023, the Board held five regular meetings and one special meeting. The independent directors met six times in executive session without management present. Each director attended 75% or more of the total number of meetings of the Board and his or her respective committees. While the Company does not have a formal policy on director attendance at annual meetings, it strongly encourages its directors to attend the annual meeting of shareholders. All directors attended the Company’s 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”), which was held in a virtual-only meeting format.

Board Committees

The Board maintains four standing committees, each of which is described below. The responsibilities of each standing committee are set forth in a written charter. Committee charters are reviewed annually by the Corporate Governance Committee and the Board. The Board may form new committees, disband existing committees, and delegate additional responsibilities to a committee.

Corporate Governance and Board Matters

Corporate Governance and Board Matters​

Corporate Governance and Board Matters

Board Leadership Structure

We separate the roles of Board Chair and CEO and require that our Board Chair be an independent director to aid in the Board’s oversight of management. This policy is embodied in our Corporate Governance Guidelines. The Board believes that there are advantages to having an independent director serve as Board Chair, including facilitating relations among 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 responsibilities:

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

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

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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;

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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;

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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;

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monitors effective implementation of the Board’s decisions;

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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;

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

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

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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;

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

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establishes and maintains a close relationship of trust with the CEO by providing support and advice while respecting executive responsibility and leadership.

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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.

Corporate Governance and Board Matters​

Board’s Role in Risk Oversight

Corporate Governance and Board Matters

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.

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.

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 following the resignation or retirement of a director or to fill an evolving skill or expertise need identified by the Board. The Corporate Governance Committee will consider candidates from a variety of sources, including recommendations from shareholders, directors, and members of management, and has in the past utilized third-party search firms to assist in identifying potential director candidates.

The Corporate Governance Committee evaluates all potential director nominees using the same criteria, regardless of the source 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 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.

Corporate Governance and Board Matters

Shareholder Nominations

Shareholders may recommend to the Corporate Governance Committee individuals for the Corporate Governance Committee to consider as possible future director nominees in its normal 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 attention of the Company’s Corporate Secretary (see “How do I contact EQT’s Corporate Secretary” below).

Any shareholder desiring to effect the nomination of an individual for election to the Company’s Board must submit the following information, which must be delivered in writing to the Corporate Secretary at the principal executive offices of the 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:

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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”):

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

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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;

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

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the director nominee’s executed irrevocable conditional resignation letter.

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The Company may require the shareholder to provide such further information as it may reasonably request, which may include participation in interviews with the Board and/or Board committee(s).

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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 written notice of nomination is submitted in writing and delivered 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 of the date that the Company mailed its proxy statement for the preceding year’s annual meeting of shareholders and include the following:

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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.

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

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

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such additional information as is necessary to permit the Board to determine that the director nominee is independent and that their service as a member of the Board would not violate any applicable law, rule, or regulation, or the NYSE listing standards.

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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 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 self-identifying as racially, ethnically, or gender diverse. Additionally, our female directors currently serve in key Board leadership roles, including chairing our Board.

We believe that our Board benefits from diversity, including as reflected in the graphic above. While we do not have a formal policy addressing diversity, diversity continues to be an important factor 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

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.

Corporate Governance and Board Matters​

The Company maintains a corporate governance page on its website that includes key information about its corporate governance practices, including:

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

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Our Corporate Governance Guidelines

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Our Code of Business Conduct and Ethics

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Our Human Rights Policy

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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 their 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

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 director nominees has met such standards and is independent of the Company and its management: Mses. Beebe, Canaan, Carrig, Powers, and Vanderhider, Messrs. Hu, McCartney, and McManus, and Dr. 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.

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” for a description of the equity ownership guidelines for directors.

During the preceding four 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.

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:

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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 of the Company and the compensation paid to the executive officer was approved by the Compensation Committee;

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

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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;

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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;

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

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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;

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

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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.

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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

BACKGROUND

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

Corporate Governance and Board Matters

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 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 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 will be promptly brought to the attention of the Corporate Governance Committee for review and consideration pursuant to 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

Corporate Governance and Board Matters​

Corporate Governance Committee will consider all relevant facts and circumstances respecting such transaction, and will evaluate all options available to the Company, including ratification, revision, or termination of such transaction, and will 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.

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 2023 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 for 2021 and 2022.

Corporate Governance and Board Matters

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 2023, the Company paid Cold Bore consideration in the aggregate amount of approximately $2,418,000.

ComboCurve, Inc.

In mid-2020, EQT’s Asset Performance team identified Inside Petroleum, Inc. (now known as ComboCurve, Inc.) (“ComboCurve”), a vendor for 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 30-day trial license agreement. RIG holds an approximately 20% equity ownership interest in ComboCurve. As required by the RIG Governance Policy, in July 2020, the Company’s Vice President, Asset 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 trial license. After considering the potential benefits to the Company, this group determined that the opportunity to pursue the proposed trial license with ComboCurve should be presented to the Corporate Governance Committee.

Accordingly, in July 2020, the Corporate Governance Committee reviewed and considered the proposed trial license with 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 ComboCurve, and determined that it was in the best interest of the Company and its shareholders to approve the Company’s engagement of ComboCurve for the trial license. Following this review and approval by the Corporate Governance Committee, the Company entered into an agreement with ComboCurve 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 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.

In October 2021, the Corporate Governance Committee again reviewed the Company’s license with 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 2023, the Company paid ComboCurve consideration in the aggregate amount of approximately $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

Corporate Governance and Board Matters​

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:

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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).

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■

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.

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■

Other Operational Transactions. During 2023, EQT paid an aggregate amount equal to approximately $238,000 for other operational services to various Quantum Affiliated Entities

​

Corporate Governance and Board Matters

(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. During 2023, pursuant to the terms of these previously existing leases, the Company made royalty payments to these individuals in the aggregate amount of approximately $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.

Corporate Governance and Board Matters​

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 2022, the Corporate Governance Committee, with support from Meridian, conducted a peer company benchmarking review of total compensation for non-employee directors (the “2023 Director Compensation Review”). Specifically, retainer fees, chair premiums, and stock-based long-term incentives 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 Group (see the section captioned “Benchmarking” within the Compensation Discussion and Analysis), together with general industry market statistics from Meridian’s internal database of companies with revenues between $5 billion and $15 billion as an additional reference point. Based on this review, the Corporate Governance Committee made the following changes to non-employee director cash compensation for 2023: (i) increased the annual Board member cash retainer from $80,000 per year to $85,000 per year; and (ii) increased the independent chair retainer amount from $125,000 per year to $150,000 per year. All other cash fees remained the same for 2023.

Cash Compensation

The structure and amount of our 2023 non-employee director cash retainer fees is set forth below.

​

(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 and is paid in installments on a quarterly basis.

​

(3)

During 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.

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Equity-Based Compensation

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 elected at the Company’s annual shareholders meeting, with this grant made immediately following their election at the annual

Corporate Governance and Board Matters

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 19, 2023, each non-employee director elected at the 2023 Annual Meeting received a grant of 6,630 RSUs (the “2023 Grant”). The 2023 Grant was determined by dividing (x) the $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 18, 2023 ($33.22) and rounding the result up to the nearest 10 shares. The 2023 Grant will vest upon the occurrence of the 2024 Annual Meeting and is subject to forfeiture if a director voluntarily ceases to serve on the Board prior to that date.

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

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”).

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 2023, Messrs. Hu and D. Rice and Mses. Canaan and Carrig deferred receipt of payment of fees under the DDCP.

Other

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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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Corporate Governance and Board Matters​

■

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 2023 compensation of the Company’s non-employee directors:

2023 Directors’ Compensation Table

​

(1)

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.

​

(2)

Amounts in the Stock Awards column represent the grant date fair value of the 6,630 RSUs granted to each non-employee director on April 19, 2023, following his or her election at the 2023 Annual 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 10 to EQT’s Consolidated Financial Statements, which is included in our 2023 Annual Report. Details regarding these director RSU grants are provided in the narrative above under “Equity-Based Compensation.”

​

As of December 31, 2023, each non-employee director owned 6,707 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, 2023 was:

​

(3)

This column reflects:

​

(i)

annual premiums paid for life insurance and travel accident insurance policies of  $45 per director; and

​

(ii)

the following matching gifts made to qualifying organizations under the EQT Foundation’s Matching Gifts Program:

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Executive Compensation

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Proposal 2―Approval of a Non-Binding Resolution Regarding the Compensation of the Company’s Named Executive Officers for 2023 (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;

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■

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.

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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 2023 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 and the tabular and other disclosures under the caption “Executive Compensation,” and to cast a vote in favor of the compensation paid to our named executive officers in 2023 and adopt the following resolution:

“RESOLVED, that the shareholders approve the compensation of the Company’s named executive officers for 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 any action as a result of the Say-on-Pay vote.

The Board has adopted a policy providing for annual say-on-pay advisory votes. The Company included in its 2023 definitive proxy statement on Schedule 14A filed on March 2, 2023 (“2023 Proxy Statement”) a proposal regarding the frequency of the 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 policy, the next say-on-pay advisory vote will be held at our 2025 Annual Meeting of Shareholders, and the next say-on-frequency advisory vote will be held at our 2029 Annual Meeting of Shareholders.

Executive Compensation​

Executive Compensation Contents

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

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