DEF 14A 1 tm2039127-2_def14a.htm DEF 14A tm2039127-2_def14a - none - 8.1406579s
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

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

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12
EQT Corporation
(Name of Registrant as Specified In Its Charter)
N/A
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Letter from Our CEO
Dear Fellow Shareholders,
You are invited to join us at the 2021 Annual Meeting of Shareholders, which will be held on Wednesday, April 21, 2021, at 8 a.m. Eastern Time. Our 2021 Annual Meeting will be held in a virtual-only meeting format.
This year we turned our vision into action. At EQT, our mission is to realize the full potential of EQT’s premier assets to become the operator of choice for all stakeholders. In 2020, we took meaningful steps towards that mission, all while observing our core values of trust, teamwork, heart, and evolution.
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We retooled our business into a modern, digitally-enabled natural gas company.

Significantly reduced well costs through our combo-development strategy, reducing legacy development costs by approximately 30%.

Deployed $694 million less capital in 2020, while delivering flat production volumes.

Established a development plan that is set for approximately 80% combo-development execution of our proved undeveloped locations.

Implemented 300+ enterprise applications through our digital work environment that drive actionable insight and improved governance.
We strengthened our balance sheet and financial positioning.

Substantially reduced our long-term cost structure by executing our gas gathering arrangement with Equitrans Midstream Corporation.

Opportunistically accessed the capital markets, utilized free cash flow, and accelerated tax refunds to address near-term debt maturities and reduced total debt by $368 million.
We capitalized on key strategic initiatives.

Revamped our hedging strategy to lock in over 80% of expected 2021 production volumes, protecting cashflows, and mitigating downside risks.

Executed the acquisition of Chevron’s Appalachian assets, a transaction that enhanced key financial metrics and will accelerate our leverage enhancement strategy.
We revamped our ESG strategy.

Established a highly focused ESG Committee to enhance our already leading metrics.

Executed long-term contracts with electric-frac fleets, significantly reducing our environmental impacts.

Published our inaugural ESG strategy as a new management team, highlighting EQT as a leading ESG natural gas producer.
All of these steps were taken with our stakeholders in mind, and we have high ambition to continue the successes that we accomplished in 2020. Your vote is important. We encourage you to sign and return the enclosed proxy card, or use telephone or Internet voting prior to the meeting, in order for your shares to be represented and voted at the meeting. We urge you to read the accompanying Notice of Annual Meeting and Proxy Statement carefully and vote in accordance with the Board of Director’s recommendations on all proposals.
I would like to thank you personally for your continued confidence in our company. We are stepping forward in these challenging times to serve our shareholders, customers, employees, and communities.
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Toby Z. Rice
President and Chief Executive Officer
February 24, 2021

2021 Notice of Annual Meeting
of Shareholders of EQT Corporation
You are cordially invited to virtually attend the 2021 Annual Meeting of Shareholders of EQT Corporation.
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Time and Date
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Place
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Record Date
Wednesday, April 21, 2021
8:00 a.m. Eastern Time
Virtual meeting via live webcast, accessible at:
www.meetingcenter.io/281736112
If you owned common stock of EQT Corporation at the close of business on Friday, February 5, 2021, the record date, you may vote at this meeting
At the meeting, we plan to ask you to:
Items of Business
1
Elect the 12 directors nominated by the Board of Directors to serve for a one-year term

Lydia I. Beebe

Janet L. Carrig

James T. McManus II

Toby Z. Rice

Philip G. Behrman, Ph.D.

Dr. Kathryn J. Jackson

Anita M. Powers

Stephen A. Thorington

Lee M. Canaan

John F. McCartney

Daniel J. Rice IV

Hallie A. Vanderhider
2
Approve a non-binding resolution regarding the compensation of our named executive officers for 2020 (say-on-pay)
3
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021
The 2021 Annual Meeting will be a virtual meeting of shareholders, conducted exclusively by webcast. You will be able to virtually attend and participate in the 2021 Annual Meeting, vote your shares electronically, and submit your questions during the meeting by visiting the website address listed above at the meeting date and time described in the accompanying proxy statement. The password for the meeting is EQT2021. Please see the instructions in the “Questions and Answers About the 2021 Annual Meeting” section below, which provides additional information on how to participate in our virtual annual meeting.
We urge each shareholder to promptly sign and return the enclosed proxy card or to use telephone or Internet voting.
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On behalf of the Board of Directors,
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William E. Jordan
Executive Vice President, General Counsel and Corporate Secretary
February 24, 2021
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to be held on April 21, 2021
Our proxy statement is attached. Financial and
other information concerning EQT Corporation is contained in our annual report on Form 10-K for
the fiscal year ended December 31, 2020 (the “2020 Annual Report”).
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This proxy statement, the 2020 Annual Report, and a proxy card are available free of charge at www.edocumentview.com/EQT.

Proxy Statement
Table of Contents
1 2021 PROXY STATEMENT SUMMARY
11 CORPORATE GOVERNANCE AND BOARD MATTERS
11 Proposal 1—Election of Directors
12 Director Nominees
18 Other Director Nominee Considerations
18 Board Meetings
18 Board Committees
19
19
20
20
21 Board Leadership Structure
22 Board’s Role in Risk Oversight
22 Enterprise Risk Management
23 Director Nominations
23
24
25 Contacting the Board
25 Governance Principles
27 Director Independence
28 Related Person Transactions
28
29
30
31 Directors’ Compensation
32
32
33
33
36 EXECUTIVE COMPENSATION
36
Proposal 2—Approval of a Non-Binding Resolution Regarding the Compensation of the Company’s Named Executive Officers for 2020 (Say-on-Pay)
38 Compensation Discussion and Analysis
38
43
45
47
51
57
61 Compensation Committee Report
62
63 Compensation Tables
63
65
66
67
67
67
76 Pay Ratio Disclosure
77 AUDIT MATTERS
77 Proposal 3—Ratification of the Appointment of Independent Registered Public Accounting Firm
78 Auditor Fees
79 Report of the Audit Committee
80 EQUITY OWNERSHIP
80 Security Ownership of Certain Beneficial Owners
81 Security Ownership of Management
84 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
84 2021 Annual Meeting of Shareholders
93 ADDITIONAL INFORMATION
93 Other Matters
93 2020 Annual Report on Form 10-K
93 Websites
APPENDICES
A-1
B-1

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 21, 2021
We have elected to furnish our proxy statement and the 2020 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 2021 Annual Meeting.
On or about March 2, 2021, 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 2020 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 2020 Annual Report. All other shareholders will receive printed copies of the proxy statement and the 2020 Annual Report, which will be mailed to such shareholders on or about March 2, 2021.
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. Without limiting the generality of the foregoing, forward-looking statements contained in this proxy statement include the matters discussed regarding the expectation of performance under compensation plans, anticipated financial and operational performance of EQT Corporation and its subsidiaries (the “Company”), and reserves estimates. 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 and which include, but are not limited to, volatility of commodity prices; the costs and results of drilling and operations; access to and cost of capital; 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; inherent hazards and risks normally incidental to drilling for, producing, transporting, and storing natural gas, natural gas liquids, and oil; cyber security risks; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services; and water required to execute the Company’s exploration and development plans; 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; 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; disruptions to the Company’s business due to acquisitions and other strategic transactions; and uncertainties related to the severity, magnitude, and duration of the COVID-19 pandemic. 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, 2020, as updated by any subsequent Form 10-Qs, 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.

2021 Proxy Statement Summary
This summary highlights information about EQT Corporation (“EQT,” the “Company,” “we,” or “our”) and the upcoming 2021 Annual Meeting of Shareholders (the “2021 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, 2020 (the “2020 Annual Report”) before you vote. The proxy statement and the 2020 Annual Report will be mailed or released to shareholders on or about March 2, 2021.
2021 Annual Meeting of Shareholders
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Time and Date
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Place
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Record Date
Wednesday, April 21, 2021
8:00 a.m. Eastern Time
Virtual meeting via live webcast,
accessible at:
www.meetingcenter.io/281736112
If you owned common stock of EQT Corporation at the close of business on Friday, February 5, 2021, the record date, you may vote at this meeting
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Admission

You are entitled to virtually attend the 2021 Annual Meeting if you were an EQT shareholder as of the close of business on the record date or if you hold a valid proxy for the 2021 Annual Meeting.

To participate in the virtual-only annual meeting as a shareholder, you must visit the website address listed above and enter a valid control number and password for the meeting (EQT2021).

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

If your shares are held by a broker, bank, or other holder of record in “street name,” you must register in advance to participate in the 2021 Annual Meeting as an authenticated shareholder.

Anyone may enter the virtual annual meeting website as a “guest” and no control number will be required; however, only authenticated shareholders may submit their votes or questions during the virtual annual meeting.
Voting Matters and Board Recommendations
Agenda Item
Board Voting
Recommendation
See Page
1
Election of 12 directors, each for a one-year term expiring at the 2022 Annual Meeting of Shareholders
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FOR EACH
DIRECTOR
11
2
Approval of a non-binding resolution regarding the compensation of EQT’s named executive officers for 2020 (Say-on-Pay)
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FOR
36
3
Ratification of the appointment of Ernst & Young LLP as EQT’s independent registered public accounting firm for 2021
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FOR
77
How to Vote
SHAREHOLDERS OF RECORD
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 BY TELEPHONE 
 BY INTERNET 
 BY MAIL 
 BY MOBILE DEVICE 
 VIRTUALLY 
Call toll-free
1-800-652-VOTE
(1-800-652-8683)
in the USA, US
territories, or
Canada
Visit 24/7
www.investorvote.com/EQT
Complete, date,
and sign your proxy
card and send by
mail in the enclosed
postage-paid
envelope
Scan the QR code
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Virtually attend the
annual meeting as an
authenticated
shareholder and cast
your ballot online
during the virtual
meeting

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

The deadline to vote by phone is 11:59 p.m. Eastern Time on April 20, 2021

If you vote by telephone or electronically, you do not need to return a proxy card
EQT CORPORATION2021 PROXY STATEMENT|1

2021 Proxy Statement Summary
BENEFICIAL OWNERS
If you are a beneficial owner and your shares are held by a bank, broker, or other nominee, you should follow the 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 will depend on their voting arrangements.
Director Nominees
Our Board of Directors (the “Board”) is pleased to nominate the director candidates below. All director nominees have stated they are willing to serve if elected.
Name and Principal Occupation
Age
Director
Since
Ind.
Other Current
Public Company
Boards
Committee Membership
A
CG
MDC
PPCR
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LYDIA I. BEEBE
Principal, LIBB Advisors LLC;
former Corporate Secretary and
Chief Governance Officer, Chevron
68
2019
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2
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PHILIP G. BEHRMAN, PH.D.
Former Senior Vice President,
Worldwide Exploration, Marathon Oil Corporation
70
2008
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LEE M. CANAAN
Founder and Portfolio Manager,
Braeburn Capital Partners, LLC
64
2019
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1
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JANET L. CARRIG
Former Senior Vice President,
General Counsel and Corporate Secretary, ConocoPhillips
63
2019
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1
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DR. KATHRYN J. JACKSON
Director of Energy and Technology Consulting, KeySource, Inc.
63
2019
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3
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JOHN F. MCCARTNEY
Chair Member, Quantuck Advisors LLP
68
2019
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2
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JAMES T. MCMANUS II
Former Chairman, Chief Executive Officer, and President, Energen Corporation
62
2019
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ANITA M. POWERS
Former Executive Vice President of Worldwide Exploration, Occidental Oil and Gas Corporation
65
2018
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DANIEL J. RICE IV
Chief Executive Officer, Rice Acquisition Corp.; former Chief Executive Officer, Rice Energy Inc.
40
2017
2
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TOBY Z. RICE
President and Chief Executive Officer, EQT
39
2019
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STEPHEN A. THORINGTON
Former Executive Vice President and Chief Financial Officer, Plains Exploration and Production Company
65
2010
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HALLIE A. VANDERHIDER
Managing Director, SFC Energy Management LP
63
2019
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2
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Committee
Chair
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Committee
Member
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Non-Executive Chair of
the Board
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Audit Committee
financial expert
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Independent
Director
A
Audit
CG
Corporate Governance
MDC
Management Development
and Compensation
PPCR
Public Policy and Corporate
Responsibility
2|ir.eqt.com

2021 Proxy Statement Summary
Snapshot of Director Nominees
Our director nominees are highly qualified and, as a group, embody an effective and robust mix of skills and experience. Our Board benefits from substantial gender diversity, including in key board leadership roles. Please refer to the “Consideration of Diversity” section below for further discussion.
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EQT CORPORATION2021 PROXY STATEMENT|3

2021 Proxy Statement Summary
Governance Highlights
Corporate Governance Practices
Board Practices
Shareholder Matters
Other Best Practices
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Independent Board Chair
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Each director attended 75% or more of the total number of meetings of the Board and his or her respective committees during 2020
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Frequent meetings of independent directors in executive session without any EQT officer present (seven in 2020)
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Annual review by the Board of EQT’s major risks
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Recently amended our Corporate Governance Guidelines to establish limits on the number of other public company boards on which directors may serve (see “Corporate Governance and Board Matters―Other Director Nominee Considerations” below)
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All directors stand for election annually
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Majority voting standard for uncontested director elections
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Extensive shareholder engagement and support
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Board-supported governance enhancements adopted in 2020:

Shareholder right to convene special meetings at a 25% threshold

Eliminated supermajority voting requirements for various amendments to the Company’s Restated Articles of Incorporation and Amended and Restated Bylaws

Shareholder right to remove directors from office outside of the annual meeting process
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Proxy access right
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“Double trigger” payout rights under long-term incentive awards, meaning that such awards do not automatically accelerate upon a change of control if assumed by an acquiror
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Meaningful equity ownership guidelines for executive officers and non-employee directors
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Hedging and pledging of EQT securities by executive officers and directors is prohibited
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Compensation recoupment “clawback” policy applicable to all current and former executive officers
4|ir.eqt.com

2021 Proxy Statement Summary
Environmental, Social, & Governance Highlights
EQT is committed to the responsible development of its world-class asset base in the core of the Appalachian Basin with a focus on conducting safe operations, protecting our environment, creating jobs, and improving our local and national economy. We recognize climate change 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.
Environmental
Social
Governance
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Our methane intensity is significantly lower than the 2025 target set by ONE Future(1)
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We transitioned to using only electric-frac fleets, eliminating over 23 million gallons of diesel fuel from our operations annually
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We do not vent or flare gas during our operations
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We replaced our high-bleed pneumatic controllers with low- and intermittent-bleed controllers, resulting in a significant reduction in greenhouse gas emissions
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We launched a pilot project in early 2021 to demonstrate the production of responsibly sourced natural gas (RSG) for use in domestic and international energy markets
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We believe that our combo-development strategy will continue to drive a step-change in our environmental performance
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We focus on continually improving the safety of our employees and contractors
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Consistent with our core values, we strive to create an environment that is diverse and inclusive
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EQT was named a National Top Workplace for 2021
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Corporate giving, sponsorships, and road and infrastructure improvements for communities totaled more than $28 million in 2020
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EQT Foundation provided more than $3.5 million in grants and contributions in 2020
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Spent over $75 million with 49 minority-owned suppliers during 2020
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Board focus on active oversight of ESG matters
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In 2020, we enhanced our governance structure for ESG-related matters, including oversight of ESG-related risks, embedded ESG oversight into Board committee charters, and established a management-level committee devoted to driving ESG improvement
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Added ESG-related metrics to our executive compensation program to underscore our commitment to these issues
(1)
ONE Future Coalition is a group of 37 natural gas companies working together to voluntarily reduce the methane emission intensity across the natural gas value chain to 1% (0.28% for the production sector) by 2025.
EQT CORPORATION2021 PROXY STATEMENT|5

2021 Proxy Statement Summary
Environmental, Social, & Governance Reporting
In 2019, EQT’s Environmental, Social, and Governance score from Bloomberg Finance, L.P. was 66% higher than the average ESG score of its 2020 performance peer group.(1)
(1)
Based on data published by Bloomberg Finance, LP and available for six of our eight performance peers as of February 5, 2021 (data for remaining two peers was pending publication and not available).
We expect to publish our 2020 ESG Report in mid-2021. Our current ESG Report for calendar year 2019 provides additional discussion of ESG matters that are important to us, including why ESG matters to us and what we are doing to continually improve our ESG performance.
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You can find our ESG Reports by visiting esg.eqt.com.
Human Capital
Our employees are our greatest asset. We genuinely value each member of our workforce and his or her 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 employee career development, health and benefits, safety, 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 and inclusive.
We aim to develop a workforce that produces peer leading results. By instituting our cloud-based digital work environment, we are focused on creating a modern, innovative, collaborative, and digitally-enabled work environment, which we use to, among other things, engage 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, particularly at a time when much of our workforce is working remotely. EQT was named a National Top Workplace for 2021 based on our level of employee engagement.(1)
We understand that providing employees with the resources and support they need to live a physically, mentally, and financially healthy life is critical for sustaining a workplace of choice. We offer benefits that include subsidized health insurance, a company contribution and company match on 401(k) retirement savings, an employee stock purchase plan, paid maternity and paternity leave, flexible work arrangements, volunteer time off, and a company match on employee donations to qualified non-profits. We also offer our employees the flexibility to elect to work a “9/80” work schedule under which, during the standard 80-hour pay period, an employee works eight 9-hour days and one 8-hour day (Friday), with a tenth day off  (alternative Friday).
In 2020, we introduced “equity-for-all” by granting equity awards to all of our permanent full-time employees. With the equity-for-all program, all of our permanent full-time employees have the opportunity to share directly in our financial success. These grants were in addition to, and not in lieu of, existing compensation for these employees.
(1)
Employee engagement was measured through an employee engagement survey by Energage, LLC. EQT’s engagement percentage exceeded the average engagement score for all Top Workplaces by approximately 9%.
6|ir.eqt.com

2021 Proxy Statement Summary
Shareholder Engagement
Our executive and investor relations team is highly active and accessible to shareholders. The team welcomes interactions and feedback. During 2020, our team had over 1,000 interactions with shareholders, including meetings with 250 individual firms covering 65%(1) of our shareholder base. Additionally, the team participated in eight energy conferences, 13 sell-side facilitated non deal roadshow/group meetings, and daily/weekly investor relations facilitated meetings.
During 2020, our shareholder engagement program addressed numerous topics that were of interest to our shareholders, including ESG-related topics, the natural gas macro outlook, our internal curtailment strategy, future growth and production cadence expectations, M&A and consolidation, hedging strategy and philosophy, and our deleveraging efforts.
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(1)
As of September 30, 2020, pro forma for equity offerings.
Shareholder Approval at the 2020 Annual Meeting
98.3%
Shareholder Say-on-Pay Approval
>99%
Shareholder Approval to Elect All 12 Directors
EQT CORPORATION2021 PROXY STATEMENT|7

2021 Proxy Statement Summary
EQT Business Highlights
Despite 2020 being a difficult year for the global economy, in large part due to the COVID-19 pandemic, EQT successfully executed on several strategic initiatives, which helped the Company continue to evolve as the operator of choice for all stakeholders.
The implementation of our digital work environment in 2019 positioned us well to respond and adapt to the evolving COVID-19 pandemic efficiently and effectively. We leveraged our digital work environment to enable our workforce to stay engaged and productive as the Company transitioned to a full work-from-home environment beginning in March 2020. Internal polling during the time showed that 99% of responding employees felt productive and connected, and 98% of respondents reported that they are as or more engaged working from home.
Looking ahead, we anticipate that our proprietary digital work environment, combined with the size and contiguity of our asset base, uniquely positions us to execute on a multi-year inventory of combo-development projects in our core acreage position. We believe that combo-development projects are key to delivering sustainably low well costs and higher returns on invested capital, and our long-term transformation plan has been designed to create value by leveraging this strategic advantage, both operational and environmental, over our peers.
Financial
Operational
Strategic
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Achieved 2020 sales volumes of 1,498 Bcfe(1), or average daily sales volumes of 4.1 Bcfe per day, and an average realized price of  $2.37 per Mcfe(2)
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Reduced year-over-year capital expenditures by $694 million
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Strengthened our balance sheet and financial positioning
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Received credit ratings upgrades from Moody’s Investor Services (upgraded to Ba2 from Ba3 in February 2021) and S&P Global (upgraded to BB from BB- in October 2020)
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Enhanced focus on our combo-development strategy, which involves developing multiple well-pads in tandem, driving efficiencies and reducing costs
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Significantly reduced well costs, representing an approximately 30% decrease as compared to legacy costs
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Reduced contractor hours worked during 2020 by 59%, as compared to 2019, achieving more with less resources
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Strengthened our core acreage position through the acquisition of significant, strategic Appalachian Basin assets from Chevron U.S.A. Inc. for an aggregate purchase price of approximately $735 million
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Substantially reduced our long-term cost structure through our gas gathering arrangement with Equitrans Midstream Corporation
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Divested non-strategic assets for an aggregate purchase price of  $125 million
(1)
“Bcfe” means billion cubic feet of natural gas equivalents, with one barrel of natural gas liquids (“NGLs”) and crude oil being equivalent to 6,000 cubic feet of natural gas.
(2)
“Mcfe” means thousand cubic feet of natural gas equivalents, with one barrel of NGLs and crude oil being equivalent to 6,000 cubic feet of natural gas.
The above information is described more fully in the Company’s 2020 Annual Report, which we filed with the SEC on February 17, 2021.
8|ir.eqt.com

2021 Proxy Statement Summary
Executive Compensation Highlights
Compensation Philosophy
EQT firmly believes in pay for performance. Our executive compensation programs are designed to incentivize the implementation of our corporate strategy. All executive compensation programs continue to be tied to our financial performance, support our commitment to good compensation governance, and provide market-based opportunities to attract, retain, and motivate our executives in an intensely competitive market for qualified talent.
Key drivers of our executive compensation program
Link compensation to EQT’s mission, vision, values, and culture
Focus executive officer performance on the achievement of objective metrics that are directly aligned with successful implementation of the Company’s strategy
Drive a commitment by executive officers to perform, as evidenced by the significant portion of executive compensation that is “at-risk”
Further align executive management’s incentives with those of our shareholders
Correlate with informed industry benchmarking
2020 Compensation Mix
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(1)
“Other Continuing NEOs” are David M. Khani, Richard A. Duran, Lesley Evancho, and William E. Jordan.
For a further discussion of the alignment of the named executive officers’ compensation with EQT’s performance and the Compensation Committee’s philosophy on executive compensation, see “Compensation Philosophy” below under the caption “Compensation Discussion and Analysis.”
EQT CORPORATION2021 PROXY STATEMENT|9

2021 Proxy Statement Summary
2020 Compensation Highlights
Strengthened leadership team through addition of proven leaders to drive the Company’s strategic evolution

The addition of proven leaders was a key strategic priority for the Company in the second half of 2019.

The Company identified and successfully recruited five of our named executive officers in 2019; Mr. Khani was the final key executive hire in January 2020.

The Management Development and Compensation Committee (the “Compensation Committee”), through active engagement with its independent compensation consultant, designed appropriate, market-based 2020 compensation packages for our new executive leaders, as discussed in detail below.
Constructed a 2020 long-term incentive program (“LTIP”) focused on performance metrics that align with the Company’s strategy

Financial performance measures for 2020 incentive performance units (“PSUs”) were adjusted well cost, adjusted free cash flow, and relative total shareholder return.

The Rice Team discussed these metrics with our shareholders during the 2019 proxy campaign, and they subsequently were implemented by the Compensation Committee as part of the 2020 LTIP.

The Compensation Committee believes that a focus by our executive team on achieving these goals will drive the Company’s future success and increase shareholder value.
Designed a 2020 Short-Term Incentive Plan (“STIP”) focused on key financial, operational, and environmental, health, and safety (“EHS”) performance goals

Financial performance measures for our 2020 STIP were adjusted well cost per foot, adjusted free cash flow, adjusted gross general and administrative (“G&A”) expense, and recycle ratio.(1)

EHS measures for our 2020 STIP were total recordable injury rate for employees and contractors and notices of violation rate.

The Compensation Committee selected these financial, operational, and EHS performance measures to directly align the annual incentive compensation opportunity for our executives with EQT’s achievement of key performance goals that drive shareholder value.
Implemented a market-based executive severance plan

The Compensation Committee believes that maintaining appropriate severance protections for key employees is best achieved through an appropriate, market-based executive severance plan.

To that end, in 2020, the Compensation Committee determined to move away from the legacy practice of entering into individual severance-related agreements with our executives and undertook a transition to a market-based executive severance plan.

Participants in this executive severance plan are not party to individual severance-related agreements with the Company.
Introduced reduction of greenhouse gas (“GHG”) intensity as a component of our 2021 annual incentive plan

Inclusion of this ESG-focused performance measure is consistent with the Compensation Committee’s and our Board’s commitment to continuous improvement of ESG goals.

Serves to link a portion of annual incentive compensation opportunity directly to the successful achievement of GHG reduction goals.
Monitored the impact of COVID-19 developments on the Company’s business and employees

The Compensation Committee was cognizant of the challenges imposed during 2020 by the COVID-19 global pandemic.

The Compensation Committee actively monitored the impact of COVID-19 on the Company’s business and employees and evaluated the need for any changes to the Company’s executive compensation programs, determining that no such changes were needed during 2020.
(1)
See Appendix A to this proxy statement for the definition of, and additional information about, non-GAAP performance measures.
10|ir.eqt.com

Corporate Governance and Board Matters
Proposal 1―Election of Directors
Our directors are elected for one-year terms. Notwithstanding the expiration date of his or her term, each director holds office until his or her successor is elected and qualified; provided, however, each director has agreed to resign the day following the annual meeting date immediately following his or her 74th birthday, as required by our Corporate Governance Guidelines.
The current Board of Directors (the “Board”) consists of 12 members as of the date this proxy statement was filed with the SEC. The current terms of all 12 directors expire at the 2021 Annual Meeting. All of EQT’s director nominees (other than Messrs. Daniel J. Rice IV and Toby Z. Rice) are independent under the New York Stock Exchange (“NYSE”) listing standards.
The persons named as proxies will vote for the nominees named, unless you vote against, or abstain from voting for or against, one or more of them. The 12 nominees for election have agreed to serve if elected, and the Board has no reason to believe that such nominees will be unavailable to serve. In the event that any nominee is unable or declines to serve as a director at the time of the 2021 Annual Meeting, then the persons named as proxies intend to vote for substitute nominees proposed by the Board, unless the Board decides to reduce the number of directors. Each nominee must be elected by a majority of the votes cast “for,” and votes may not be cumulated.
In addition, under our Bylaws, each nominee has submitted an irrevocable conditional resignation to be effective if he or she receives 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 not later than 90 days after certification of the election. The Board’s determination shall be made without the participation of any 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.
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The Board of Directors recommends a vote FOR each of the following nominees for the Board of Directors, to serve for a one-year term expiring in 2022.
EQT CORPORATION2021 PROXY STATEMENT|11

Corporate Governance and Board Matters
Director Nominees
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INDEPENDENT BOARD CHAIR
COMMITTEES

Corporate
Governance

Management Development and Compensation
Lydia I. Beebe
Age 68
Independent Director since July 2019
SUMMARY

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

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

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

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

Kansas City Southern (NYSE: KSU), a transportation holding company (2017 to present)

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

Audit

Public Policy and Corporate Responsibility
Philip G. Behrman, Ph.D.
Age 70
Independent Director since July 2008
SUMMARY

Former Senior Vice President, Worldwide Exploration, Marathon Oil Corporation, a publicly traded integrated energy company (2000 to 2008)
QUALIFICATIONS
The Board values Dr. Behrman’s significant energy industry experience, including his substantial experience in the exploration and production business. Dr. Behrman contributes valuable perspectives with respect to the Company’s health, environmental, and safety activities, reserves estimation, strategic planning, and operations.
12|ir.eqt.com

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

Audit [MISSING IMAGE: tm2039127d2-icon_auditbwlr.jpg]

Corporate Governance
Lee M. Canaan
Age 64
Independent Director since July 2019
SUMMARY

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

Member of the Board of Directors of Philadelphia Energy Solutions, LLC (privately held), the largest refining complex on the East Coast of the United States (2018 to present)
OTHER PUBLIC COMPANY BOARDS

PHX Minerals Inc. (formerly Panhandle Oil and Gas Inc.) (NYSE: PHX), a non-operated oil and gas minerals holding company (2015 to present)
QUALIFICATIONS
Ms. Canaan’s energy expertise and extensive experience in capital markets, financial analysis, mergers and acquisitions, strategic and business turnarounds, as well as her current and prior public-company board experience, provide significant value and perspectives to the Board.
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COMMITTEES

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

Public Policy and Corporate Responsibility
Janet L. Carrig
Age 63
Independent Director since July 2019
SUMMARY

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

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

Former Senior Vice President, Chief Administrative Officer and Chief Compliance Officer, Kmart Corporation (2003 to 2004) and Executive Vice President Corporate Development, General Counsel and Secretary, Kellogg Company (1999 to 2003)

Trustee of Columbia Funds Series Trust I and Columbia Funds Variable Insurance Trust and predecessors (1996 to present)
OTHER PUBLIC COMPANY BOARDS

Whiting Petroleum Corporation (NYSE: WLL), an independent exploration and production company (September 2020 to present)
QUALIFICATIONS
Ms. Carrig brings to the Board extensive executive leadership experience, substantial legal, regulatory and governance expertise, and a strong exploration and production (“E&P”) industry background. Having served over a decade as general counsel of ConocoPhillips, Ms. Carrig’s corporate and legal career, and her prior E&P industry experience, enable her to provide Board leadership in legal affairs and corporate governance.
EQT CORPORATION2021 PROXY STATEMENT|13

Corporate Governance and Board Matters
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COMMITTEES

Management Development and Compensation

Public Policy and Corporate Responsibility [MISSING IMAGE: tm2039127d2-icon_chair4clr.jpg]
Dr. Kathryn J. Jackson
Age 63
Independent Director since July 2019
SUMMARY

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

Former Senior Vice President and Chief Technology Officer, RTI International Metals (acquired by Alcoa Corporation) (2014 to 2015) and Chief Technology Officer and Senior Vice President of Research and Technology, Westinghouse Electric Company, LLC (2009 to 2014)

Director of Duquesne Light Holdings, Inc., a privately held energy services holding company (June 2020 to present)

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

Cameco Corporation (NYSE: CCJ), a global provider of uranium fuel (2017 to present)

Portland General Electric Company (NYSE: POR), a fully integrated energy company (2014 to present)

Rice Acquisition Corp. (NYSE: RICE), a special purpose acquisition company (October 2020 to present)
QUALIFICATIONS
The Board values Dr. Jackson’s expertise in regulatory, legislative, and public policy issues. Her innovation, technology, and engineering skills, in addition to her experience with generation facilities and large energy trading and utility operations, are highly beneficial to the Board. Dr. Jackson has extensive experience serving on a number of public boards.
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COMMITTEES

Corporate Governance

Public Policy and Corporate Responsibility
John F. McCartney
Age 68
Independent Director since July 2019
SUMMARY

Chair Member, Quantuck Advisors LLP (1998 to present)

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

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

Huron Consulting Group Inc. (Nasdaq: HURN) (2004 to present)

Datatec Limited (JSE: DTC), an international ICT solutions and services company (2007 to present)
QUALIFICATIONS
The Board values the extensive experience Mr. McCartney brings to the EQT Board. Having served as chairman and vice chairman of the boards of numerous public and private companies, his demonstrated ability to oversee every aspect of a public company, and his deep governance and accounting experience, are invaluable to the organization.
14|ir.eqt.com

Corporate Governance and Board Matters
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COMMITTEES

Corporate Governance

Management Development and Compensation
James T. McManus II
Age 62
Independent Director since July 2019
SUMMARY

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

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

Former President and Chief Operating Officer of Energen’s E&P subsidiary, Energen Resources (1997 through 2006)
QUALIFICATIONS
The Board values Mr. McManus’s strong executive leadership and industry and operations experience, all of which enable him to contribute respected insights and unique perspectives to the Board. Mr. McManus also possesses public company board experience and strong financial and accounting experience.
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COMMITTEES

Audit

Management Development and Compensation
Anita M. Powers
Age 65
Independent Director since November 2018
SUMMARY

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

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

Former director of California Resources Corporation (NYSE: CRC), an oil and natural gas exploration and production company (2017 through November 2020)
QUALIFICATIONS
The Board values Ms. Powers’ extensive operational experience in the oil and gas industry and her significant expertise at optimizing the efficiency of operations to drive returns. As a senior geologist, Ms. Powers brings depth to the Board in areas that are critical to EQT’s business.
EQT CORPORATION2021 PROXY STATEMENT|15

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

Public Policy and Corporate Responsibility
Daniel J. Rice IV
Age 40
Director since November 2017
SUMMARY

Chief Executive Officer and Director, Rice Acquisition Corp. (NYSE: RICE), a special purpose acquisition company (October 2020 to present)

Partner, Rice Investment Group (May 2018 to present)

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

Former Vice President and Chief Financial Officer, Rice Energy Inc. (2008 to 2013) and Chief Operating Officer, Rice Energy Inc. (2012 to 2013)
OTHER PUBLIC COMPANY BOARDS

Rice Acquisition Corp. (NYSE: RICE), a special purpose acquisition company (October 2020 to present)

Whiting Petroleum Corporation (NYSE: WLL), an independent exploration and production company (September 2020 to present)
QUALIFICATIONS
With over a decade of experience in the natural gas industry coupled with his recent experience as the Chief Executive Officer of Rice Energy Inc., the Board highly values Mr. Rice’s senior leadership insights, as well as his extensive oil and gas industry expertise.
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Toby Z. Rice
Age 39
Director since July 2019
SUMMARY

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

Partner, Rice Investment Group (May 2018 to present)

Former President and Chief Operating Officer, Rice Energy Inc. (2013 until its acquisition by EQT in November 2017)

Co-founder and Former Chief Executive Officer, Rice Energy Inc. (2007 to 2013)

Former Director of Rice Energy, Inc. (2013 until its acquisition by EQT in November 2017)
QUALIFICATIONS
The Board holds in high esteem Mr. Rice’s experience and strong leadership skills. His considerable operational, technical, cultural, and executive experience in the oil and gas industry, including Mr. Rice’s prior service as an executive and director of Rice Energy Inc., provides the Board with insight into the business and strategic priorities of the Company.
16|ir.eqt.com

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

Audit [MISSING IMAGE: tm2039127d2-icon_chair4clr.jpg][MISSING IMAGE: tm2039127d2-icon_auditbwlr.jpg]
Stephen A. Thorington
Age 65
Independent Director since September 2010
SUMMARY

Former Executive Vice President and Chief Financial Officer, Plains Exploration & Production Company, an energy company engaged in the upstream oil and gas business (now part of Freeport-McMoRan Inc.) (2002 to 2006)

Former Director of the general partner of EQGP Holdings, LP (2015 to 2018) and the general partner of EQM Midstream Partners LP (2018)

Former Director of KMG Chemicals, Inc., a diversified chemical company (2007 to 2014)

Former Director of QRE GP, LLC, the general partner of QR Energy, LP, an oil and natural gas production master limited partnership (now part of Breitburn Energy Partners LP) (2011 to 2014)
QUALIFICATIONS
Mr. Thorington’s significant experience in energy company management, finance, and corporate development, as well as natural gas E&P provides valuable intelligence to the Board. In addition, his extensive experience on other public company boards, including service as a member of audit, compensation, and nominating and corporate governance committees contributes to the overall proficiency and education of our Board members.
[MISSING IMAGE: ph_hallieavanderhider-4clr.jpg]
COMMITTEES

Audit [MISSING IMAGE: tm2039127d2-icon_auditbwlr.jpg]

Management Development and Compensation [MISSING IMAGE: tm2039127d2-icon_chair4clr.jpg]
Hallie A. Vanderhider
Age 63
Independent Director since July 2019
SUMMARY

Managing Director, SFC Energy Management LP (2016 to present)

Former Managing Partner, Catalyst Partners LLC (2013 to 2016)

Former President and Chief Operating Officer, Black Stone Minerals Company, L.P. (2007 to 2013)
OTHER PUBLIC COMPANY BOARDS

Noble Midstream GP LLC, the general partner of Noble Midstream Partners LP (NASDAQ: NBLX), a master limited partnership that provides oil, natural gas, and water-related midstream services (September 2016 to present)

Oil States International (NYSE: OIS), a global provider of manufactured products and services to the oil and natural gas, industrial, and military sectors (July 2019 to present)
QUALIFICATIONS
Ms. Vanderhider’s in-depth knowledge of energy finance and her demonstrated management and operational experience, including her prior roles as Chief Operating Officer and Chief Accounting Officer in the oil and gas industry, adds to our Board’s deep bench of experience and knowledge. Ms. Vanderhider also has extensive board experience.
EQT CORPORATION2021 PROXY STATEMENT|17

Corporate Governance and Board Matters
Other Director Nominee 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 nominee’s ability to effectively fulfill his or her duties as a director of EQT, especially with respect to the nominee’s expected time commitments serving as a director and/or executive at other public companies.
EQT’s Corporate Governance Guidelines were recently amended (i) to prohibit a non-employee director of EQT from serving concurrently on the boards of more than four publicly traded companies (including EQT’s board) and (ii) to 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), subject to a transition period pursuant to which any current director who is serving as a public company Chief Executive Officer is expected to come into compliance with this limitation by no later than January 1, 2023.
In nominating Mr. Daniel J. Rice IV to serve as a director, the Board considered Mr. Rice’s current position as the Chief Executive Officer and a member of the board of directors of Rice Acquisition Corp. (NYSE: RICE), a special purpose acquisition company, or SPAC, established for the purpose of seeking to acquire a target business in the broadly defined energy transition or sustainability arena, as well as Mr. Rice’s service as a director of Whiting Petroleum Corporation (NYSE: WLL). In concluding that Mr. Rice’s time commitments to these other public companies are not expected to impede his ability to effectively fulfill his responsibilities as a director of EQT and determining to re-nominate Mr. Rice for election at the 2021 Annual Meeting, the Board took into account Mr. Rice’s demonstrated commitment and level of engagement as a current member of EQT’s board and the fact that, at the time of Mr. Rice’s nomination, Rice Acquisition Corp. had not yet commenced operating an active business (although it intends to do so upon the successful completion of its acquisition of a target business).
Board Meetings
In 2020, the Board held six regular meetings and eight special meetings. The independent directors met seven 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 (for the period that such director served on the Board and/or committee during 2020); overall attendance at such meetings was over 97%. While the Company does not have a formal policy, it strongly encourages its directors to attend the annual meeting of the shareholders. All directors attended the Company’s 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”), which was held in a virtual meeting format.
Board Committees
The Board has four standing Committees, each of which is described below. The responsibilities of each standing committee are set forth in a written committee 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.
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All standing Committee charters are available on our website at:
ir.eqt.com/investor-relations/governance
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Corporate Governance and Board Matters
Audit Committee
Meetings Held in 2020: 6
[MISSING IMAGE: ph_stephenathroington-4clr.jpg]
MEMBERS

Stephen A. Thorington [MISSING IMAGE: tm2039127d2-icon_chair4clr.jpg]

Philip G. Behrman, Ph.D.

Lee M. Canaan

Anita M. Powers

Hallie A. Vanderhider
PRIMARY RESPONSIBILITIES
The Audit Committee:

oversees the accounting and financial reporting processes and related disclosure matters;

oversees the audits and integrity of financial statements;

oversees the qualifications, independence, and performance of our registered public accountants;

oversees the qualifications and performance of the internal audit function; and

oversees compliance with legal and regulatory requirements, including EQT’s Code of Business Conduct and Ethics.
For additional information regarding Audit Committee responsibilities, see “Report of the Audit Committee” and “Board’s Role in Risk Oversight” below.
INDEPENDENCE AND QUALIFICATIONS
Each member of the Audit Committee is:
(i)
independent under our Corporate Governance Guidelines and applicable NYSE listing standards and SEC rules; and
(ii)
financially literate under the applicable NYSE listing standards.
The Board has determined that Mr. Thorington and Mses. Canaan and Vanderhider each qualify as an “audit committee financial expert.” The designation as an audit committee financial expert does not impose upon such designees any duties, obligations, or liabilities that are greater than those of any other member of the Audit Committee and the Board.
Corporate Governance Committee
Meetings Held in 2020: 6
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MEMBERS

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

Lydia I. Beebe

Lee M. Canaan

John F. McCartney

James T. McManus II
PRIMARY RESPONSIBILITIES
The Corporate Governance Committee:

establishes and recommends to the Board the requisite skills and characteristics of individuals qualified to serve as members of the Board;

identifies individuals qualified to become Board members and recommends director-nominees for each annual meeting of shareholders;

develops and recommends to the Board a set of Corporate Governance Guidelines;

recommends membership for each committee of the Board, including committee chairs;

recommends an appropriate compensation structure for the directors, including administration of equity plans for directors;

addresses conflicts of interest, related person transactions, and independence; and

makes other recommendations to the Board regarding the governance of EQT.
INDEPENDENCE AND QUALIFICATIONS
Each member of the Corporate Governance Committee is:
(i)
independent under the Corporate Governance Guidelines and the applicable NYSE listing standards; and
(ii)
a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.
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Corporate Governance and Board Matters
Management Development
and Compensation Committee
Meetings Held in 2020: 7
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MEMBERS

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

Lydia I. Beebe

Kathryn J. Jackson, Ph.D.

James T. McManus II

Anita M. Powers
PRIMARY RESPONSIBILITIES
The Management Development and Compensation Committee (the “Compensation Committee”):

reviews and approves the performance and compensation of our executive officers;

reviews and approves all compensation plans, including employment and severance agreements for our executive officers;

identifies and approves goals and objectives relevant to our CEO’s compensation and annually reviews the CEO’s performance against such goals and objectives;

oversees and, where required by law, administers benefit plans, incentive-based compensation plans, and other equity-based plans; and

reviews the Company’s succession plan for all executive officers.
The Compensation Committee has the sole authority to retain and terminate one or more compensation consultants, independent legal counsel, or other advisors. It may also obtain advice and assistance from internal legal, accounting, human resources, and other advisors. Pursuant to its charter, the Compensation Committee has the power to form and delegate authority to subcommittees and to delegate authority to one or more members of the Compensation Committee or to individuals and committees consisting of employees of the Company.
INDEPENDENCE AND QUALIFICATIONS
Each member of the Compensation Committee is:
(i)
independent under the Corporate Governance Guidelines and the applicable NYSE listing standards (including the enhanced independence standards for compensation committee members under the NYSE listing standards); and
(ii)
a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act.
Public Policy and Corporate
Responsibility Committee
Meetings Held in 2020: 5
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MEMBERS

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

Philip G. Behrman, Ph.D.

Janet L. Carrig

John F. McCartney

Daniel J. Rice IV
PRIMARY RESPONSIBILITIES
The Public Policy and Corporate Responsibility Committee reviews and provides guidance and perspective to management and the Board regarding the Company’s approach, programs, policies, and practices relating to matters of public policy, corporate responsibility, and sustainability.
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Board Leadership Structure
We separate the roles of Board Chair and CEO and require that our Board be led by an independent Board Chair to aid in the Board’s oversight of management. This policy is embodied in our published Corporate Governance Guidelines. The Board believes there are advantages to having an independent Board Chair, including facilitating relations between the Board, the CEO, and other senior management, assisting the Board in reaching consensus on particular strategies and policies, fostering robust evaluation processes, and supporting the efficient allocation of oversight responsibilities between the independent directors and management.
Pursuant to the Company’s Corporate Governance Guidelines, the independent Board Chair has the following general and specific responsibilities:

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

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

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

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

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

monitors effective implementation of the Board’s decisions

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

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

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

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

serves an increased role in crisis management, as appropriate

establishes and maintains a close relationship of trust with the CEO by providing support and advice while respecting executive responsibility and leadership
The independent Board Chair’s term is one year, but an individual may serve multiple consecutive terms upon recommendation of the Corporate Governance Committee and approval of the Board.
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Board’s Role in Risk Oversight
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Enterprise Risk Management
The Company primarily manages enterprise risk through an Enterprise Risk Committee, which is chaired by our General Counsel and includes each of our executive officers, plus an additional representative from the legal department.
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.
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Corporate Governance and Board Matters
Director Nominations
General Process for Director Nominations
The Corporate Governance Committee identifies and recommends to the Board the requisite skills and characteristics of individuals qualified to serve as members of the Board and recommends to the Board the director nominees for each annual meeting of shareholders. The Corporate Governance Committee typically considers new nominees for the Board following the resignation or retirement of a director or to fill a skill or expertise need identified by the Board. The Corporate Governance Committee has historically used third-party search firms to assist in identifying potential director candidates.
The Corporate Governance Committee will consider submissions from shareholders in making its recommendation. Any shareholder desiring to recommend an individual to serve as a director of the Company should submit the following information to the Corporate Governance Committee Chair, in care of the Corporate Secretary, no earlier than the close of business on the 120th day and no later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting:

The information required by Sections 1.09 and 1.10 of the Company’s Bylaws (a copy of which will be provided to any shareholder upon written request to the Corporate Secretary), including, but not limited to (collectively, the “Requisite Information”):
(i)
the proposing person’s notice;
(ii)
the nominee’s written questionnaire with respect to the background and qualifications of such nominee and the background of any other person or entity on whose behalf the nomination is being made;
(iii)
a written representation and agreement of the nominee in the form provided by the Corporate Secretary; and
(iv)
the nominee’s executed irrevocable conditional resignation letter.

The Company may require the shareholder to provide such further information as it may reasonably request
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 and (ii) 20% of the Board, provided that such nominations are submitted in writing and received by EQT’s Corporate Secretary 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:

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

The information required by Section 1.11 of the Company’s Bylaws, including, but not limited to:
(i)
all other questionnaires required of the Company’s directors; and
(ii)
such additional information as is necessary to permit the Board to determine that the director nominee is independent and that his or her service as a member of the Board would not violate any applicable law, rule or regulation, or the NYSE listing standards.
The Corporate Governance Committee evaluates all potential director nominees using the same criteria, regardless of the source of the nominee. Accordingly, all potential director nominees, including
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shareholder nominees, are assessed using the guidelines outlined below. Possible 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 nominees, from time to time.
Individual Qualifications

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

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

Possesses broad business experience

Has the ability to exercise sound business judgment

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

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

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

Has no conflict of interest

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

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

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

A diversity of underrepresented minorities, gender, and age
Consideration of Diversity
Consistent with our core values, our Board appreciates the value of diversity. The Board believes 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 currently benefits from significant gender diversity, with 50% of our Board composed of female directors. Additionally, our female directors serve in key Board leadership roles, chairing our Board and three of our four standing Board committees.
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Our Board also recognizes the importance of racial and ethnic diversity and the potential benefits afforded by such enhanced diversity. While we do not have a formal policy addressing diversity, our
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Corporate Governance and Board Matters
Board is committed to the goal of improving racial and ethnic diversity on public company boards. Our Board has undergone significant refreshment in the past two years, with eight of our twelve directors being newly elected in July 2019. As our Board evolves, racial and ethnic diversity will be an important factor considered in assessing the Board’s overall mix of skills, experience, background, and characteristics. We recognize the importance of diversity to our stakeholders and welcome continued dialogue with our investors on this topic.
Contacting the Board
You may communicate directly with the Board (and with independent directors, individually or as a group) by sending an email to:
[MISSING IMAGE: tm2039127d2-icon_indep4c.jpg]
independentchair@eqt.com
The Corporate Secretary or an appropriate individual on his staff will receive the communications and promptly deliver the communications to the appropriate director or directors, unless the communications are junk mail or mass mailings.
You may also write to the independent Board Chair, the entire Board, any Board committee, or any individual director by addressing such communication to the applicable director or directors, in care of the Corporate Secretary:
[MISSING IMAGE: tm2039127d2-icon_mail4clr.jpg]
EQT Corporation
c/o Corporate Secretary
625 Liberty Avenue
Suite 1700
Pittsburgh,
Pennsylvania 15222
Governance Principles
Our Board and senior leadership team believe that strong and effective corporate governance is essential to our overall success. Our Board reviews our major governance policies, practices, and processes regularly in the context of current corporate governance trends, investor feedback, regulatory changes, and recognized best practices. The foundation of our corporate governance program is providing transparent disclosure to all stakeholders on an ongoing and consistent basis, with a focus on delivering long-term shareholder value. The following chart provides an overview of our corporate governance structure and processes, including key aspects of our Board operations.
Governance Principle
EQT’s Practice
1
Accountability to shareholders

All directors are elected annually, which reinforces our Board’s accountability to shareholders

Eligible shareholders may include their director nominees in our proxy materials
2
Proportionate and appropriate shareholder voting rights

EQT has one class of voting stock

We believe in a “one share, one vote” standard

We do not have a “poison pill”
3
Regular and proactive shareholder engagement

Our investor relations team maintains an active, ongoing dialogue with investors and portfolio managers year-round on matters of business performance and results

Our management team engages on governance, our strategic framework, compensation, human capital management, and sustainability matters with our largest shareholders’ governance teams

Our directors are available to participate in shareholder engagement when it is helpful or requested
4
Independent Board leadership structure

The Board considers the appropriateness of its leadership structure annually and discloses in the proxy statement why it believes the current structure is appropriate
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Governance Principle
EQT’s Practice

All members of the Audit Committee, Compensation Committee, and Corporate Governance Committee are independent of the Company and its management

In February 2020, the Board amended and restated the Company’s Corporate Governance Guidelines to require an independent Board Chair
5
Effective Board policies and practices

Our Corporate Governance Guidelines require a majority of our directors to be independent (currently, 10 of the 12 director nominees are independent of the Company and its management)

Our Board is composed of accomplished professionals with deep experiences, skills, and knowledge relevant to our business, resulting in a high-functioning and engaged Board (a matrix of relevant skills is presented in our “2021 Proxy Statement Summary” above)

The Board seeks to achieve diversity among its members (see “Director Nominations―Consideration of Diversity” above)

Each standing committee has a charter that is publicly available on the Company’s website and that meets applicable legal requirements and reflects good corporate governance

The Company has a Code of Business Conduct and Ethics applicable to all employees and directors of the Company

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

The Board and each of the key committees engage in annual self-assessments

All directors attended in excess of 75% of the combined total of Board and applicable committee meetings in 2020

The Board’s independent directors meet regularly in executive session, with the independent Board Chair presiding over all such executive sessions

The Board and each of the key committees engage in annual self-assessments, which involve, among other matters, reviews of individual director performance

The Company’s directors are encouraged to participate in continuing educational programs relating to corporate governance and business-related issues, and the Company provides funding for these activities
6
Management incentives that are aligned with the long-term strategy of the Company

We require robust stock ownership for directors (five times annual cash retainer), President and CEO (eight times base salary), and other NEOs (three times base salary)

EQT’s executive compensation received 98.3% shareholder support in 2020, which is markedly improved from the approximately 72% of shareholder support for “Say-on-Pay” in 2019

The Compensation Committee annually reviews and approves incentive program design, goals, and objectives for alignment with compensation and business strategies

Our compensation philosophy and practices are focused on using management incentive compensation programs to achieve the Company’s short- and long-term goals and creating long-term shareholder value
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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:

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

Our Corporate Governance Guidelines

Our Code of Business Conduct and Ethics
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The corporate governance page can be found at
ir.eqt.com/investor-relations/governance
The Company will provide copies of its Corporate Governance Guidelines, Code of Business Conduct and Ethics, and any of the Board committee charters to any shareholder upon request to the Corporate Secretary.
Director Independence
Pursuant to our Corporate Governance Guidelines, a majority of our directors must be independent. For a director to be considered an “independent director,” the Board must annually determine that he or she has no material relationship (other than his or her 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 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 Section 7 of 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 all of the Company’s directors other than 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) have met such standards and are independent of the Company and its management.
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Director ownership of Company stock is encouraged and is not in itself a basis for determining that a director is not independent, provided that such ownership may preclude participation on the Audit Committee if its magnitude is sufficient to make the director an “affiliated person” of the Company, as described in the Audit Committee charter. See “Equity-Based Compensation” under the caption “Directors’ Compensation” below for a description of the equity ownership guidelines for directors.
During the preceding three fiscal years, the Company made no contributions to any tax-exempt organization of which any independent director of the Company is an executive officer.
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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, ratify, revise, reject, or take other action with respect to the Related Person Transaction.
Under the Related Person Transaction Policy, a “Related Person Transaction” is generally a transaction in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a Related Person has a direct or indirect material interest. A “Related Person” is generally any person who is a director or executive officer of the Company, any nominee for director, any shareholder known to the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities, and any immediate family member (as defined by the SEC) of any of the foregoing persons.
Under the Related Person Transaction Policy, the following transactions are deemed to be automatically pre-approved and do not need to be brought to the Corporate Governance Committee for approval:
(i)
transactions involving employment of an executive officer by the Company, as long as the executive officer is not an immediate family member of another executive officer or director of the Company and the compensation paid to the executive officer was approved by the Compensation Committee;
(ii)
transactions involving compensation and benefits paid to a director for service as a director of the Company;
(iii)
transactions on competitive business terms with another company in which the only relationship of a director or immediate family member of a director is as an employee or executive officer, a director, or a beneficial owner of less than 10% of that company’s shares, provided that the amount involved does not exceed the greater of  $1,000,000 or 2% of the other company’s consolidated gross revenue;
(iv)
transactions where the interest of the Related Person arises solely from the ownership of a class of equity securities of the company, and all holders of that class of equity securities receive the same benefit on a pro rata basis;
(v)
transactions where the rates or charges involved are determined by competitive bids;
(vi)
transactions involving the rendering of services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental regulation;
(vii)
transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; and
(viii)
charitable contributions, grants, or endowments by the Company or the Company’s charitable foundation to a charitable or non-profit organization, foundation, or university in which a Related Person’s only relationship is as an employee or a director or trustee, if the aggregate amount involved does not exceed the greater of  $1,000,000 or 2% of the recipient’s consolidated gross revenue.
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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, J. Kyle Derham, 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”), Messrs. Toby Z. Rice and J. Kyle Derham were members of the “Rice Team,” an activist campaign that sought to transform the Company, in part, through management change, including electing Mr. Toby Z. Rice President and CEO. During this campaign, the positions of Messrs. Toby Z. Rice, J. Kyle Derham, 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 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 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
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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 the Company or any of its 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 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 shall be promptly brought to the attention of the Corporate Governance Committee for review and consideration pursuant to Section 5 of the Related Person Transaction Policy irrespective of the dollar amount involved (i.e., even if less than the $120,000 threshold stated in the Related Person Transaction Policy). Consistent with the Related Person Transaction Policy, the Corporate Governance Committee shall consider all of the relevant facts and circumstances respecting such transaction, and shall evaluate all options available to the Company, including ratification, revision, or termination of such transaction, and shall 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 2020 requiring disclosure in this proxy statement, other than those disclosed below.
Aileen Rice, spouse of Toby Z. Rice, President and CEO of the Company, and sister-in-law of Daniel J. Rice IV, a director of the Company, served as a consultant for the Company during 2020, reporting to the Director of Evolution. In her role as a consultant during 2020, Ms. Rice leveraged her prior leadership experience and expertise gained while leading land activities at Rice Energy Inc. to provide consulting services to EQT that included modernizing the approach of the Land Department and assessing Land Department personnel. During the fiscal year ended December 31, 2020, the Company paid Ms. Rice aggregate consideration for such services rendered in the amount of approximately $177,000. The term of Ms. Rice’s consulting agreement ended on December 31, 2020, and Ms. Rice is no longer providing consulting services to the Company.
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Derek Rice, brother of each of Toby Z. Rice, President and CEO of the Company, and Daniel J. Rice IV, a director of the Company, served as a consultant for the Company from July 10, 2019 through December 10, 2019, reporting to the Director of Evolution. In his role as a consultant during 2019, Mr. Derek Rice, who previously served as executive vice president of geology at Rice Energy Inc., served as a member of the Company’s Evolution Committee and leveraged his significant geology expertise to provide financial, management, and strategic consulting services to the Company. While no amount was paid to Mr. Derek Rice during 2019, in January 2020, the Company paid Mr. Derek Rice aggregate consideration for these services performed during 2019 in the amount of approximately $211,000, pursuant to the terms of his consulting arrangement with the Company.
Certain immediate family members of Todd M. James, the Company’s Chief Accounting Officer, are party to previously existing leases with the Company for natural gas exploration and production. During 2020, pursuant to the terms of these previously existing leases, the Company made royalty payments to these individuals in the aggregate amount of approximately $201,000.
In mid-2020, EQT’s Completions Department identified Cold Bore Technology Inc. (“Cold Bore”) as a candidate for a vendor product trial of its Smart Pad product. RIG holds an approximately 10% equity ownership interest in Cold Bore and a convertible note which, if converted into equity, would increase RIG’s equity ownership interest in Cold Bore to approximately 20%. 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. During 2020, the Company paid Cold Bore consideration under the product trial engagement in the aggregate amount of approximately $984,000.
During 2020, the Company had various relationships with JPMorgan Chase & Co. (together with its affiliates, “JPMorgan”), which holds greater than 5% of the Company’s outstanding stock as of December 31, 2020. Under these relationships, JPMorgan provided agent services and credit in connection with the Company’s revolving credit facility, underwriting services supporting the Company’s 2020 offerings of its equity securities, debt securities, and convertible notes, and engaged in commercial trades with the Company in the ordinary course as part of the Company’s hedging program. For all of these services provided to the Company by JPMorgan, we paid approximately $8.8 million in fees and expenses to JPMorgan for the year ended December 31, 2020, and the rates in each case, to our knowledge, were comparable to those of non-affiliated customers.
Consistent with the requirements of the Related Person Transaction Approval Policy, the foregoing transactions were reviewed and ratified by the Corporate Governance Committee.
Directors’ Compensation
Compensation of directors is annually reviewed by the Corporate Governance Committee and approved by the Board. No compensation is paid to employee directors for their service as directors.
During 2020, Meridian Compensation Partners, LLC (“Meridian”) provided market data and counsel regarding executive officer compensation programs and practices and performed benchmarking services for the Corporate Governance Committee related to director compensation for the Board. The
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Corporate Governance and Board Matters
Corporate Governance Committee decided to maintain compensation for non-employee directors at the same level as in 2019. Accordingly, there were no changes to non-employee director compensation in 2020, other than certain changes to the structure of equity-based awards to directors for 2020, which are described below.
Cash Compensation
The structure of the 2020 fees is set forth below. All fees are paid on a quarterly basis.
Annual Cash Retainer
(Paid on a Quarterly Basis)
Independent Director Compensation
2020
($)
Board member 80,000
Independent Board Chair(1) 100,000
Committee Chairs
Audit Committee
25,000
All other committees
15,000
Committee member (excluding Chair)
Audit Committee member
10,000
All other committees(2)
5,000
(1)
Independent Board Chair retainer is in addition to the cash retainer paid for service as a Board member.
(2)
During 2020, the Board had three special committees: the Special Financing Transactions Committee; theSpecial 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.
In October 2020, the Corporate Governance Committee, with support from Meridian, conducted an annual review of the total compensation for non-employee directors. Specifically, retainer fees, chair premiums, stock-based long-term incentives, and director matching gift benefits were evaluated using, as the competitive benchmark, levels of total compensation paid to directors of the same peer group of companies that comprise the Company’s compensation peer group (see the section captioned “Benchmarking” within the Compensation Discussion and Analysis (“CD&A”) below), together with general industry market statistics from Meridian’s internal database of companies with revenues between $3 billion and $6 billion as an additional reference point. Based on this review, the Corporate Governance Committee determined not to make any changes to non-employee director cash compensation for 2021, other than to increase the independent chair retainer amount from $100,000 per year to $125,000 per year, which change will be in effect immediately following the 2021 Annual Meeting.
Equity-Based Compensation
Equity-Based Compensation
2020
($)
Restricted Stock Unit Award 185,000
For 2020, the Corporate Governance Committee approved an annual grant of restricted stock units (“RSUs”) to each non-employee director in the amount of  $185,000.
In 2020, the Company transitioned to an annual meeting-based grant cycle. Accordingly, beginning with the 2020 Annual Meeting, annual equity grants to non-employee directors will be made in connection with his or her election at the annual meeting of shareholders. To facilitate the transition to this annual meeting-based grant cycle, for 2020, an interim grant was made on January 1, 2020 (the “2020 Interim Grant”). The 2020 Interim Grant represented a portion of the $185,000 annual grant, pro-rated for the period between January 1, 2020 and May 1, 2020. The 2020 Interim Grant had a grant date fair value of  $61,258 and vested on May 1, 2020.
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On May 1, 2020, each non-employee director received a 2020 RSU grant in the amount of  $185,000 (the “2020 Grant”). The number of RSUs granted on May 1, 2020 was determined by dividing the $185,000 annual grant amount by the closing price of the Company’s stock on April 30, 2020 ($14.59) and rounding up to the nearest ten shares, which resulted in a grant of 12,680 RSUs. The 2020 Grant will vest upon the occurrence of the 2021 Annual Meeting and is subject to forfeiture in the event 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. 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 (as discussed below). Non-employee directors appointed to the Board mid-year generally receive an equity grant upon joining the Board equal to the pro rata amount of the then-applicable annual grant. For Board service during 2021, upon election at the 2021 Annual Meeting, each non-employee director will receive an RSU grant in the amount of  $200,000, on terms consistent with those described above.
Equity Ownership Guidelines for Directors
Position
Equity Ownership Requirement
Compliance Period
Non-employee directors
• • • • •
5x annual cash retainer
5 years from joining the board
The non-employee directors are subject to equity ownership guidelines, which require them to hold shares (or share equivalents, including deferred stock units and RSUs) with a value equal to five times the annual cash retainer. Under the guidelines, directors have up to five years from joining the Board to satisfy the ownership guidelines. Each of the Company’s non-employee directors 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 2005 Directors’ Deferred Compensation Plan.
For equity grants made 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 2005 Directors’ Deferred Compensation Plan. Non-employee directors may also elect to defer up to 100% of their annual retainers and fees into the 2005 Directors’ Deferred Compensation Plan 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. Ms. Carrig and Mr. D. Rice each deferred fees under the 2005 Directors’ Deferred Compensation Plan in 2020.
Other

All directors are eligible to participate in the Matching Gifts Program of the EQT Foundation. Under this program, the EQT Foundation will match gifts of at least $100 made by a director to eligible charities, up to an aggregate total of  $10,000 per director in any calendar year.

The Company reimburses directors for reasonable and customary travel and related expenses in connection with attending Board and committee meetings and related business activities.
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Corporate Governance and Board Matters

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 non-employee directors may use a de minimis number of tickets purchased by the Company to attend sporting or other events when such tickets are not otherwise being used for business purposes. The use of such tickets does not result in any incremental costs to the Company.
The table below shows the total 2020 compensation of the Company’s non-employee directors:
2020 Directors’ Compensation Table
Name
Fees Earned or
Paid in Cash(1)
($)
Stock Awards(2)
($)
All Other
Compensation(3)
($)
Total
($)
Ms. Beebe 165,082 246,259 10,051 421,392
Dr. Behrman 91,676 246,259 4,404 342,339
Ms. Canaan 110,000 246,259 51 356,310
Ms. Carrig 101,676 246,259 10,051 357,986
Dr. Jackson 100,000 246,259 3,551 349,810
Mr. McCartney 123,242 246,259 51 369,552
Mr. McManus 96,662 246,259 10,051 352,972
Ms. Powers 96,676 246,259 51 342,986
Mr. D. Rice 90,000 246,259 51 336,310
Mr. Thorington 115,000 246,259 10,232 371,491
Ms. Vanderhider 105,000 246,259 10,051 361,310
(1)
Includes annual cash retainers and committee chair fees, some of which have been deferred at the election of the director.
(2)
As described above, in 2020, the Company transitioned to an annual meeting-based grant cycle, with annual director equity grants made upon a non-employee director’s election to the Board at the Company’s annual meeting of shareholders. To facilitate this transition, on January 1, 2020, each non-employee director was granted 5,620 RSUs, representing a pro rata portion of the Company’s 2020 annual equity award for the period of January 1, 2020 through May 1, 2020. Following the 2020 Annual Meeting, on May 1, 2020, each non-employee director was granted 12,680 RSUs, which grant is for service on the Board through the 2021 Annual Meeting. The amounts in this column reflect (i) a grant date fair value of the January 1 grant of  $61,258, which was determined by multiplying the shares granted by $10.90 per share, the closing stock price on December 31, 2019, and (ii) a grant date fair value of the May 1 grant of  $185,001, which was determined by multiplying the shares granted by $14.59 per share, the closing stock price on April 30, 2020. These award grant date fair values have been determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 using the assumptions described in Note 13 to EQT’s Consolidated Financial Statements, which is included in our 2020 Annual Report.

As of December 31, 2020, each non-employee director owned 12,680 unvested RSUs. Additionally, the aggregate number of previously awarded deferred stock units, including accrued dividends thereon, outstanding and held at December 31, 2020 was:
Ms. Beebe 11,282 Mr. McManus 5,634
Dr. Behrman 38,701 Ms. Powers 11,388
Ms. Canaan 11,282 Mr. D. Rice 32,613
Ms. Carrig 11,282 Mr. Thorington 26,585
Dr. Jackson 11,282 Ms. Vanderhider 11,282
Mr. McCartney 14,042
(3)
This column reflects:
(i)
dividends accrued on deferred stock units to be settled in cash;
(ii)
annual premiums paid for life insurance and travel accident insurance policies of  $51 per director; and
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Corporate Governance and Board Matters
(iii)
the following matching gifts made to qualifying organizations under the EQT Foundation’s Matching Gifts Program:
Ms. Beebe 10,000 Mr. McManus 10,000
Dr. Behrman 4,000 Ms. Powers
Ms. Canaan Mr. D. Rice
Ms. Carrig 10,000 Mr. Thorington 10,000
Dr. Jackson 3,500 Ms. Vanderhider 10,000
Mr. McCartney
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Executive Compensation
Proposal 2―Approval of a Non-Binding Resolution Regarding the Compensation of the Company’s Named Executive Officers for 2020 (Say-on-Pay)
As discussed in the CD&A below, the Company’s executive compensation program is designed to:

attract and retain the highest quality named executive officers;

directly link pay to Company performance; and

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

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

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

closely aligns the interests of the Company’s named executive officers with the interests of shareholders.
In sum, the Company’s compensation is designed to reward named executive officers when the Company achieves strong results. The Company believes the 2020 compensation of its named executive officers is consistent with 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 the Company’s named executive officers and the compensation philosophy, policies, and practices described in this proxy statement.
Accordingly, the Board invites you to review carefully the CD&A section and the tabular and other disclosures on compensation under the caption “Executive Compensation” below, and cast a vote to approve the compensation programs for the Company’s named executive officers through the following resolution:
RESOLVED, that the shareholders approve the compensation of the Company’s named executive officers for 2020, 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 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 any significant vote against the named executive officer compensation occurs, the Board will consider the shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. However, neither the Board nor the Compensation Committee will have any obligation to take such actions.
The advisory vote on executive compensation will occur every year until the next vote on the frequency of shareholder votes on executive compensation, which will occur at the Company’s 2023 annual meeting of shareholders.
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The Board of Directors recommends a vote FOR approval of the compensation of the Company’s named executive officers for 2020.
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Executive Compensation
Executive Compensation Contents
This Executive Compensation portion of this proxy statement is organized into the following sections:
38 COMPENSATION DISCUSSION AND ANALYSIS
38 Compensation Program Summary
38
39
39
39
40
41
42
43 Compensation Philosophy
43
44
44
45 The Compensation Process
45
45
45
45
46
47 Determining Compensation
47
48
49
51 2020 Compensation Decisions
51
51
51
54
57 Other Compensation Components
57
57
57
57
59
59
60
60
61 Compensation Committee Report
62 Compensation Policies and Practices and Risk Management
62
62
63 Compensation Tables
63 Summary Compensation Table
65 2020 Grants of Plan-Based Awards Table
66 Outstanding Equity Awards at Fiscal Year-End
67 Option Exercised and Stock Vested
67 Pension Benefits and Non-Qualified Deferred Compensation
67 Potential Payments Upon Termination of Change of Control
67
69
70
72
76 Pay Ratio Disclosure
Note regarding non-GAAP supplemental financial measures
The CD&A contains references to the Company’s adjusted free cash flow, adjusted gross G&A expense, and other performance measures that have not been calculated in accordance with generally accepted accounting principles (“GAAP”), which are also referred to as non-GAAP supplemental financial measures. These non-GAAP supplemental financial measures are referenced in this CD&A as performance targets under the Company’s 2020 annual incentive plan. Attached as Appendix A to this proxy statement is a reconciliation of the Company’s adjusted free cash flow with the Company’s net cash provided by operating activities (the most directly comparable GAAP financial measure), the Company’s adjusted gross G&A expense with the Company’s selling, general, and administrative expense (the most directly comparable GAAP financial measures), as well as other important disclosures regarding non-GAAP financial measures, including how such measures are calculated from the Company’s audited financial statements.
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Executive Compensation
Compensation Discussion and Analysis
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Compensation Program Summary
This CD&A explains the compensation philosophy and decisions that determined 2020 compensation for our named executive officers and discusses the Company’s compensation programs.
Compensation Philosophy Highlights
EQT’s core values are trust, teamwork, heart, and evolution. Its redesigned executive compensation program is intended to promote achievement consistent with these values.
As further described below, the Company believes that its executive compensation program:
1
2
3
4
5
Aligns with shareholder success
Embodies compensation methods that align our workforce with performance of the business
Is easy to administer
Embodies annual incentive metrics that are easy to measure and explain and within control of employees
Embodies a market-aligned long-term incentive program, based on metrics that represent keys to long-term valuation creation, and provides for broad employee ownership participation
A more detailed discussion of each aspect of EQT’s compensation philosophy, including how it drives compensation program design, is provided below under “Compensation Philosophy.”
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Executive Compensation
Our Named Executive Officers
Background
Following the 2019 Annual Meeting, with the Board’s support and as the Company’s new Chief Executive Officer, Mr. Toby Z. Rice established the new leadership team’s mission and vision—to realize the full potential of EQT to become the operator of choice for all stakeholders by evolving into a modern, connected, digitally enabled operator that has vision and purpose. To position the Company to execute on its new mission and vision, adding proven leaders was a key strategic priority in the second half of 2019. The addition of these proven leaders is foundational to the Company’s successful evolution.

In July 2019, the Company added key senior leaders, including William E. Jordan, Executive Vice President, General Counsel and Corporate Secretary; Lesley Evancho, Chief Human Resources Officer; and Richard A. Duran, Chief Information Officer.

In August 2019, the Board appointed J. Kyle Derham to serve in the role of Interim Chief Financial Officer while the Company searched for a permanent Chief Financial Officer.

In January 2020, the Board appointed David M. Khani as the Company’s permanent Chief Financial Officer.
Named Executive Officers for 2020
This CD&A describes the Company’s compensation programs and their components during 2020 for the following named executive officers:
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TOBY Z.
RICE
DAVID
KHANI
WILLIAM E.
JORDAN
RICHARD A.
DURAN
LESLEY
EVANCHO
J. KYLE
DERHAM
President and Chief Executive Officer since July 10, 2019
Chief Financial Officer since January 3, 2020(1)
Executive Vice President and General Counsel since July 10, 2019
Chief Information Officer since July 22, 2019
Chief Human Resources Officer since July 22, 2019
Former Interim Chief Financial Officer through January 3, 2020(1)
(1)
Mr. Derham served as the Interim Chief Financial Officer from August 29, 2019 to January 3, 2020, on which date Mr. Khani was appointed Chief Financial Officer. Thereafter, Mr. Derham transitioned to serving as a consultant on financial and other matters.
2020 Business Highlights
Despite 2020 being a difficult year for the global economy, in large part due to the COVID-19 pandemic, EQT successfully executed on several strategic initiatives, which helped the Company continue to evolve as the operator of choice for all stakeholders.
The implementation of our digital work environment in 2019 positioned us well to respond and adapt to the evolving COVID-19 pandemic efficiently and effectively. We leveraged our digital work environment to enable our workforce to stay engaged and productive as the Company transitioned to a full work-from-home environment beginning in March 2020. Internal polling during the time showed that 99% of responding employees felt productive and connected, and 98% of respondents reported that they are as or more engaged working from home.
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Executive Compensation
Looking ahead, we anticipate that our proprietary digital work environment, combined with the size and contiguity of our asset base, uniquely positions us to execute on a multi-year inventory of combo-development projects in our core acreage position. We believe that combo-development projects are key to delivering sustainably low well costs and higher returns on invested capital, and our long-term transformation plan has been designed to create value by leveraging this strategic advantage, both operational and environmental, over our peers.
Financial
Operational
Strategic
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Achieved 2020 sales volumes of 1,498 Bcfe(1), or average daily sales volumes of 4.1 Bcfe per day, and an average realized price of  $2.37 per Mcfe(2)
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Reduced year-over-year capital expenditures by $694 million
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Strengthened our balance sheet and financial positioning
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Received credit ratings upgrades from Moody’s Investor Services (upgraded to Ba2 from Ba3 in February 2021) and S&P Global (upgraded to BB from BB- in October 2020)
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Enhanced focus on our combo-development strategy, which involves developing multiple well-pads in tandem, driving efficiencies and reducing costs
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Significantly reduced well costs, representing an approximately 30% decrease as compared to legacy costs
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Reduced contractor hours worked during 2020 by 59%, as compared to 2019, achieving more with less resources
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Strengthened our core acreage position through the acquisition of significant, strategic Appalachian Basin assets from Chevron U.S.A. Inc. for an aggregate purchase price of approximately $735 million
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Substantially reduced our long-term cost structure through our gas gathering arrangement with Equitrans Midstream Corporation
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Divested non-strategic assets for an aggregate purchase price of  $125 million
(1)
“Bcfe” means billion cubic feet of natural gas equivalents, with one barrel of natural gas liquids (“NGLs”) and crude oil being equivalent to 6,000 cubic feet of natural gas.
(2)
“Mcfe” means thousand cubic feet of natural gas equivalents, with one barrel of NGLs and crude oil being equivalent to 6,000 cubic feet of natural gas.
The above information is described more fully in the Company’s 2020 Annual Report, which we filed with the SEC on February 17, 2021.
2020 Compensation Highlights
Strengthened leadership team through addition of proven leaders to drive the Company’s strategic evolution

The addition of proven leaders was a key strategic priority for the Company in the second half of 2019.

The Company identified and successfully recruited five of our named executive officers in 2019; Mr. Khani was the final key executive hire in January 2020.

The Compensation Committee, through active engagement with its independent compensation consultant, designed appropriate, market-based 2020 compensation packages for our new executive leaders, as discussed in detail below.
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Executive Compensation
Constructed a 2020 long-term incentive program (“LTIP”) focused on performance metrics that align with the Company’s strategy

Financial performance measures for 2020 incentive performance units (“PSUs”) were adjusted well cost, adjusted free cash flow, and relative total shareholder return.

The Rice Team discussed these metrics with our shareholders during the 2019 proxy campaign, and they subsequently were implemented by the Compensation Committee as part of the 2020 LTIP.

The Compensation Committee believes that a focus by our executive team on achieving these goals will drive the Company’s future success and increase shareholder value.
Designed a 2020 Short-Term Incentive Plan (“STIP”) focused on key financial, operational, and environmental, health and safety (“EHS”) performance goals

Financial performance measures for our 2020 STIP were adjusted well cost per foot, adjusted free cash flow, adjusted gross G&A expense, and recycle ratio.(1)

EHS measures for our 2020 STIP were total recordable injury rate for employees and contractors and notices of violation rate.

The Compensation Committee selected these financial, operational, and EHS performance measures to directly align the annual incentive compensation opportunity for our executives with EQT’s achievement of key performance goals that drive shareholder value.
Implemented a market-based executive severance plan

The Compensation Committee believes that maintaining appropriate severance protections for key employees is best achieved through an appropriate, market-based executive severance plan.

To that end, in 2020, the Compensation Committee determined to move away from the legacy practice of entering into individual severance-related agreements with our executives and undertook a transition to a market-based executive severance plan.

Participants in this executive severance plan are not party to individual severance-related agreements with the Company.
Introduced reduction of greenhouse gas (“GHG”) intensity as a component of our 2021 annual incentive plan

Inclusion of this ESG-focused performance measure is consistent with the Compensation Committee’s and our Board’s commitment to continuous improvement of ESG goals.

Serves to link a portion of annual incentive compensation opportunity directly to the successful achievement of GHG reduction goals.
Monitored the impact of COVID-19 developments on the Company’s business and employees

The Compensation Committee was cognizant of the challenges imposed during 2020 by the COVID-19 global pandemic.

The Compensation Committee actively monitored the impact of COVID-19 on the Company’s business and employees and evaluated the need for any changes to the Company’s executive compensation programs, determining that no such changes were needed during 2020.
(1)
See Appendix A to this proxy statement for the definition of, and additional information about, these non-GAAP performance measures.
Consideration of Say-on-Pay and Feedback from Shareholder Engagement
In establishing and recommending the 2020 compensation program for our executive officers, the Management Development and Compensation Committee (for purposes of this CD&A, the “Committee”), carefully considered the shareholder feedback previously received through robust dialogue with shareholders during the 2019 proxy campaign. The Committee also noted a significant decline in the “Say-on-Pay” approval, with approximately 72% of the votes cast at the 2019 Annual Meeting approving the compensation of the Company’s named executive officers. In consideration of these factors, the Committee decided to make several changes to the design of the 2020 long-term incentive program, as further highlighted below.
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Executive Compensation
At the 2020 Annual Meeting, the “Say-on-Pay” approval increased to 98.3% of votes cast approving the compensation of the Company’s named executive officers. Although the Committee did not make any specific changes to the executive compensation program in response to the 2020 Say-on-Pay vote results, the Committee will continue to evaluate the Company’s executive compensation programs, taking into account shareholder feedback. The Committee invites our shareholders to communicate any concerns or opinions on executive pay directly to it or the Board. See the section captioned “Contacting the Board” under “Corporate Governance and Board Matters” for information about communicating with the Committee and the Board.
Evolution of Executive Compensation for 2021
Throughout 2020, the Committee undertook a fulsome evaluation of the Company’s executive compensation program and adopted the following compensation programs for 2021.
Evolution of Executive Compensation for 2021
Performance aligned with key strategic objectives

For 2021, 75% of annual short-term incentive plan (“STIP”) funding will be linked to financial and operational performance measures that align with key strategic objectives:

Free Cash Flow Per Share

Recycle Ratio

Adjusted Well Cost Per Foot

Adjusted Gross G&A Expense per Mcfe
The Committee determined to maintain these financial and operational performance metrics in light of the importance of these goals to shareholders.

Payout under the 2021 incentive performance share unit program will be linked to total shareholder return (“TSR”), based on a matrix of absolute and relative performance over a three-year performance period
The Committee noted that utilization of TSR was a common peer practice and determined to include absolute TSR as part of the payout matrix to more directly link executive pay with absolute performance.
Focus on ESG

For 2021, 25% of annual incentive plan funding will be linked to ESG-focused measures, as follows:

Greenhouse Gas Intensity

Safety Intensity

Employee DART (days away, restricted or transferred)
The Committee added Greenhouse Gas Intensity as a metric for the 2021 STIP in recognition of the Committee's and the Board's commitment to continuous improvement of ESG goals, and retained safety metrics to continue to highlight the importance of the safety, well-being, and development of our employees and contractors.
Equity for all

Consistent with our corporate values of Trust, Teamwork, Heart, and Evolution, beginning in January 2021, the Company introduced “equity for all”, with every employee of the Company receiving a long-term equity incentive grant in the form of restricted stock units (“RSUs”) having a grant date fair value of  $5,000
The Committee adopted this “equity for all” compensation program to promote internal pay equity and recognize the contributions of all of our employees, whose efforts drive our success as an organization.
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Executive Compensation
Compensation Philosophy
For 2020, the Committee implemented annual and long-term incentive compensation plan designs that were primarily linked to specific financial and strategic commitments articulated by the Rice Team during the 2019 proxy campaign. During 2020, our management team, operating in a dynamic and significantly altered business environment, successfully executed on the goals outlined in the 2019 proxy campaign. The Committee continues to evolve its compensation philosophy to align with the management team’s strategic vision for the Company.
Overall Compensation Philosophy
The Company’s current compensation philosophy is based on the following guiding principles:
Guiding Principle
How it Drives our Evolved Compensation Program Design
1
Compensation program should align with shareholder success

Payout factor under 2021 long-term incentive program will be based on a matrix of absolute and relative total shareholder return over a three-year performance period
2
Compensation methods should align the workforce with the performance of the business

Low-cost operator―leverage technology and planning to drive operating efficiencies

Strengthen the Company’s balance sheet―incentivize a focus on free cash flow generation and selective asset sales to pay down debt

Maximize shareholder value through capital allocation―incentivize a focus on full cycle returns, free cash flow generation, and lower capital expenditures
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For 2021, 75% of annual incentive plan (2021 STIP) funding will be linked to financial and operational performance measures that align with key strategic objectives:

Free Cash Flow Per Share

Recycle Ratio

Adjusted Well Cost Per Foot

Adjusted Gross G&A Expense per Mcfe

ESG―solidify our commitment to being a good neighbor, operating responsibly, and focusing on employee safety
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For 2021, 25% of annual incentive plan (2021 STIP) funding will be linked to ESG measures, as follows:

Greenhouse Gas Intensity

Safety Intensity

Employee DART
3
Compensation plan should be easy to administer

For 2021, our long-term incentive program will have only two award types, with a consistent award mix applied to all executive officers:
Type of Award
Mix for All Executive Officers
Restricted Stock Unit
40%
Incentive Performance Share Unit
60%
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Executive Compensation
Annual Incentive Compensation Philosophy
Guiding Principle
How it Drives our Evolved Compensation Program Design
4
Annual incentive performance metrics should be easy to measure and easy to explain

Performance metrics are quantifiable

Company’s digital work environment affords employees visibility into Company performance
5
Annual incentive performance metrics should be within the control of employees

Metrics are designed to ensure performance is impacted by employee actions during the annual performance period
Long-Term Incentive Compensation Philosophy
Guiding Principle
How it Drives our Evolved Compensation Program Design
6
Long-term incentive program should be market-aligned

The Committee, guided by its independent compensation consultant, utilizes peer group compensation benchmarking data to ensure alignment of program design and practices with prevailing market practices

The Committee recognizes the trend in the E&P industry toward a greater focus on absolute returns and developed a performance matrix for 2021 that reflects an appropriate balance of relative and absolute TSR
7
Performance measures represent keys to long-term value creation

The Committee believes the performance measures established for the 2020 Incentive PSU Program are aligned with shareholder feedback from the 2019 proxy campaign and will serve to focus the Company’s executive team over the three-year performance period on achieving specific, measurable metrics directly aligned with the successful implementation of the Company’s strategy and evolution

The payout under the 2021 LTIP will be linked to shareholder return, based on a matrix of absolute and relative performance, over a three-year performance period
8
Broad long-term incentive eligibility enables all employees to participate in ownership of the Company

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

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

All 2021 RSUs will be settled in shares of Company stock issued under our shareholder-approved EQT Corporation 2020 Long-Term Incentive Plan
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Executive Compensation
The Compensation Process
Establishing Target Total Direct Compensation
In discharging the Board’s responsibilities relating to compensation of our executive officers, the Committee establishes the target total direct compensation (base salary plus annual and long-term incentives) for executive officers by formulating base salaries and setting annual and long-term incentive targets.
Establishing and Administering the STIP and LTIP
The Committee annually approves plan design, including performance measures and target payouts, for our annual STIP and LTIP. These deliberations, spanning several meetings before a plan design is approved, involve discussions among management, the Committee’s independent compensation consultant, and the Committee. After the end of the performance period for any performance award, the Committee reviews and certifies the levels at which the performance measures were satisfied and approves the amount of incentive award payable to each executive officer.
Delegation of Grant Authority
The Committee has delegated to Mr. Toby Z. Rice, in his capacity as CEO, the authority to authorize the grant of a limited number of RSUs to:

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

employees who participate in the Company’s educational assistance program, on the condition that no individual award exceeds 1,000 shares and provided the recipient does not otherwise participate in our current long-term incentive award program.
Mr. Rice may not authorize the grant of any awards to an executive officer of the Company. Additionally, all such awards must be made on standard terms approved by the Committee and are reported to the Committee for informational purposes at the next regular meeting of the Committee.
The Committee has not delegated its authority to award equity to any other executive officer.
Role of the Independent Compensation Consultant
The Committee has the sole authority to hire, terminate, and approve fees for compensation consultants, independent legal counsel, and other advisors as it deems necessary to assist in fulfilling its responsibilities. With respect to compensation decisions applicable to named executive officers that were made by the Committee during 2020, the Committee engaged Meridian as its independent compensation consultant. Meridian reports directly to the Committee.
Meridian provides the Committee with market data and counsel regarding executive officer compensation programs and practices, including:

competitive benchmarking;

peer group identification and assessment;

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

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

advice regarding the Company’s annual review of compensation risk.
Representatives of Meridian do not make recommendations on, or approve, the amount of compensation for any executive officer. The Committee may request information or advice directly from representatives of Meridian and may direct management to provide information to representatives
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Executive Compensation
of Meridian. Representatives of Meridian regularly interact with members of the Committee, both during and outside of Committee meetings. The Company’s CEO and representatives of the Company’s Human Resources and Legal Departments regularly attend Committee meetings. The Committee regularly meets in executive session without members of management present.
During 2019, the Committee also engaged Longnecker & Associates (“Longnecker”), a firm with relevant experience advising on the development of appropriate consulting arrangements, to advise the Committee with respect to the development, structure, and amount of compensation for Mr. Kyle Derham in support of his transition into a consulting role with the Company in January 2020.
The Committee considered the services provided by each of Meridian and Longnecker during 2020, as well as responses to questionnaires provided to the Company regarding each firm’s relationship with the Company and its management team, and determined that such services do not compromise Meridian’s or Longnecker’s independence as the Committee’s independent compensation consultants.
Role of Senior Management
The Company’s senior management has an ongoing dialogue with the Committee and its independent compensation consultant regarding compensation and plan design. Management provides input relevant to plan design due to its direct involvement in, and knowledge of, the business goals, strategies, experiences, and performance of the Company. Management’s ideas are reviewed with the independent compensation consultant and the Committee. The Committee engages in active discussions with the CEO and the Chief Human Resources Officer of the Company concerning (i) who should participate in programs and at what levels, (ii) which performance measures should be used, (iii) the determination of performance targets, and (iv) whether and to what extent performance measures for the previous year have been achieved. The CEO and Chief Human Resources Officer do not participate in decisions relating to their own compensation.
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Executive Compensation
Determining Compensation
Elements of 2020 Compensation Program
The following highlights the key elements of our executive officer compensation program for 2020. Base salaries and annual and long-term incentive awards comprise total target direct compensation for our named executive officers.
Element
Form of
Compensation for
2020
Description
Highlights for 2020 Program
FIXED
1
Base Salary
Cash
Provides base compensation for day-to-day performance of job responsibilities

CEO continued to accept a base salary of  $1 for the entirety of 2020

Base salaries for other continuing NEOs generally targeted the market median
PER­FOR­MANCE-BASED, VARI­ABLE
2
Annual Incentives
Cash
Rewards performance during the year based on the achievement of annual performance goals
2020 STIP pool funding was based upon specific, measurable performance metrics―specifically, adjusted well costs, adjusted free cash flow, G&A expense, capital efficiency, and EHS metrics
3
Long-Term
Incentives

Stock options

RSUs

PSUs

Encourages improvement in the long-term performance of the Company

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

2020 LTI awards for named executive officers (other than our CEO and Interim CFO) comprised 60% PSUs and 40% RSUs

2020 PSUs are tied to specific, measurable performance metrics discussed with shareholders during the 2019 proxy campaign―adjusted well costs and adjusted free cash flow―as well as relative total TSR
4
Other
Compensation

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

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

No personal use of Company-leased private aircraft

No Company-funded country club or similar dues
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Executive Compensation
Setting Target Total Direct Compensation for 2020
As noted above, each of our named executive officers joined the Company during the period following the 2019 Annual Meeting. Adding proven leadership to the organization to lead the Company’s evolution was a key strategic priority and, in support of this objective, the Committee oversaw the development of compensation offers for each of our named executive officers. 2020 compensation was developed in the context of this recruitment and offer process.
Chief Executive Officer
Mr. Toby Z. Rice was appointed President and CEO on July 10, 2019, immediately following the 2019 Annual Meeting. Mr. Rice agreed during the 2019 proxy campaign to receive a base salary of  $1 for the first 12 months of his service as President and CEO and, on this basis, the Board approved a base salary of  $1 for Mr. Rice.
During the second half of 2019, in close consultation with its independent compensation advisor, the Committee spent significant time developing an appropriate compensation arrangement for Mr. Rice. In early 2020, the Committee recommended, and the Board approved, compensation for Mr. Rice consisting of a long-term incentive compensation award for his service as President and CEO during 2019 and a mix of annual and long-term incentive awards for 2020, as detailed in the table below.
Consistent with the Company’s compensation philosophy, the Committee intended that Mr. Rice’s 2020 compensation reflect a mix of annual and long-term incentive awards which, in the aggregate, generally approximated the market median for the CEO position based on compensation peer group benchmarking data provided by Meridian and an emphasis on performance-based compensation.
Period of Service
CEO Compensation for Period of Service
July 10, 2019 — December 31, 2019

Base salary of  $1

A pro-rated performance-based equity award of $4 million—intended as compensation for 20191
2020

Base salary of  $1

Annual incentive target of  $1 million

Performance-based equity award of  $5 million (at target)

Stock option award of  $3 million2
(1)
This compensation for service as CEO during 2019 was granted in February 2020 and, therefore, appears in the Summary Compensation Table as compensation paid in 2020.
(2)
The option exercise price for these options is $10.00.
Discussion of the various components of Mr. Rice’s compensation and the basis for its design is provided below.
Other Named Executive Officers
As noted above, to position the Company to execute on its new mission and vision, adding proven and strategic leaders was a key priority in the second half of 2019. Each of our named executive officers was newly hired during the second half of 2019 and, in the case of Mr. Khani, in January 2020.
As a result, 2020 compensation for each of our named executive officers was established in offers developed by the Committee and, in the case of Mr. Derham, an offer for serving as Interim Chief Financial Officer and a consulting services agreement for financial and other advisory services following the Company’s hiring of a permanent CFO, Mr. Khani.
In developing these offers, consistent with the Company’s compensation philosophy, the Committee intended to establish target total direct compensation that generally approximated the market median for each executive’s comparable position among the Company’s peer group, based on data provided
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Executive Compensation
by the Committee’s independent compensation consultant, while also considering individual circumstances such as proven experience and importance to the Company of the role. The compensation terms offered to these executives, which included base salary and target annual and long-term incentive awards for 2020, are discussed in detail below.
Benchmarking
Under the Committee’s direction, Meridian assisted the Committee in developing appropriate peer groups to utilize for compensation and performance benchmarking.
Development of 2020 Compensation Peer Group
The Company’s compensation peer group was designed to assist the Committee in evaluating the competitiveness and benchmarking the structure and design of the Company’s executive compensation. Potential compensation peer group companies were evaluated based on size.
1
Enterprise Value
Enterprise value was the primary selection criteria, with a preference for inclusion of companies within the peer group having an enterprise value within a range of between one-third and three-times the enterprise value of EQT
2
Market Capitalization
Market capitalization was used for reference as a secondary measure of size in developing the peer group
3
Assets, Revenue and Employees
Included for reference purposes
The Compensation Peer Group was developed with the goal of placing EQT within the middle-half (i.e., 25th to 75th percentile) for the two primary metrics—enterprise value and market capitalization—​with a target size for the Compensation Peer Group of between 12 and 15 peer group companies. Other criteria considered by the Committee included areas of operations and the mix of natural gas versus liquids reserves.
Development of 2020 Performance Peer Group
The Company’s performance peer group was designed to serve as an appropriate group of peers against which to measure the Company’s total shareholder return performance under the 2020 Incentive Performance Share Unit Program. Performance peer group companies were selected primarily on the mix of natural gas versus liquids and areas of operation.
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Executive Compensation
2020 Peer Group Composition
The members of our compensation peer group (15 companies) and our performance peer group (eight companies) are identified below.
Compensation Peer
Peer Company(1)
Performance Peer
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Antero Resources Corporation
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Apache Corporation
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Cabot Oil & Gas Corporation
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Chesapeake Energy Corporation
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Cimarex Energy Co.
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CNX Resources Corporation
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Comstock Resources, Inc.
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Encana Corporation
Gulfport Energy Corporation
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Murphy Oil Corporation
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Noble Energy, Inc.
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Oasis Petroleum Inc.
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Range Resources Corporation
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SM Energy Company
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Southwestern Energy Company