UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.       )

Filed by the Registrant         ☒

Filed by a party other than the Registrant         ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

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

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

EQT Corporation

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

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

​

   

Letter from Our CEO

​

​

■

Generated approximately $3.5 billion of net cash provided by operating activities, and nearly $2 billion of free cash flow.(1)

​

■

Returned almost $1.7 billion to shareholders via base dividend, share repurchases, and debt retirement.

​

■

Achieved investment grade ratings from Standard and Poor’s (“S&P”) and Fitch Ratings and was upgraded to “positive outlook” at Moody’s Investor Services.

​

■

EQT was added to the S&P 500 Index, joining the top companies from across all sectors of the U.S. economy.

​

We aggressively addressed methane emissions and did what we promised.

■

Completed a $28 million initiative that eliminated nearly 9,000 natural gas-powered pneumatic devices from our production operations, reducing our annual carbon footprint by over 300,000 metric tons of CO2e.

​

■

The conversion process took 23,000 work hours and was completed a full year ahead of schedule.

​

■

In recognition of EQT’s ambitious methane reduction efforts, the Company was awarded a “Gold Standard” rating for 2022 by the United Nations’ Oil & Gas Methane Partnership 2.0.

​

We are forging new paths and opening new markets as we progress into a lower-carbon future.

■

EQT announced a collaboration with the State of West Virginia, Battelle Memorial Institute, GTI Energy Ltd., and Allegheny Science & Technology Corporation to form the Appalachian Regional Clean Hydrogen Hub (ARCH2).

​

■

ARCH2 plans to apply to the Department of Energy’s Regional Clean Hydrogen Hub funding opportunity.

​

■

We believe that the use of EQT’s extremely low emissions natural gas to create clean hydrogen can act as a strategic foundation for America’s transition toward decarbonization.

​

Over this past year, the developed world was reminded of the pivotal role of energy security and of the costs that follow when policies are pursued that undervalue it. The financial costs of undervaluing energy security have resulted in upwards of a trillion dollars in subsidization, costs that will ultimately be borne by citizens. The environmental costs have come in the form of a resurgence in international coal consumption, setting us further behind in our efforts to address climate change. And the social costs cannot be ignored, with the billions of humans least able to afford energy being priced out of the market entirely.

At EQT, we are guided by the higher purpose of providing energy security to the world and lowering global emissions. Everything we do is about seeking to deliver cheaper, more reliable, and cleaner energy to the world. Over the last year, we have met with leaders from around the world to raise

(1)

Free cash flow is a non-GAAP financial measure. See Appendix A for the definition of, and other important information regarding, this non-GAAP financial measure.

​

Letter from Our CEO​

awareness about the opportunity for the United States to play a leading role in driving the replacement of foreign coal with natural gas, in the form of liquefied natural gas (“LNG”). In support of those efforts, EQT unveiled a plan to Unleash U.S. LNG, which would have the environmental impact of electrifying every car in the U.S., putting solar on every home in the U.S., and doubling domestic wind capacity, combined. We also spearheaded the launch of the Partnership to Address Global Emissions (PAGE), a coalition of responsible energy producers, leading climate activists and labor groups sharing this vision, to advocate for the infrastructure that is required to make it possible.

All these steps were taken with our stakeholders in mind, and we have high ambition to continue the successes that we accomplished in 2022. Your vote is important. We urge you to read the accompanying Notice of Annual Meeting and Proxy Statement carefully and vote in accordance with the Board of Directors’ recommendations on all proposals.

I would like to thank you personally for your continued confidence in our company. We are stepping forward in these challenging times to serve our shareholders, customers, employees, and communities.

Toby Z. Rice
President and Chief Executive Officer
March 2, 2023

2023 Notice of Annual Meeting
of Shareholders of EQT Corporation

​

You are cordially invited to virtually attend the 2023 Annual Meeting of Shareholders of EQT Corporation.

At the meeting, we plan to ask you to:

The 2023 Annual Meeting will be a virtual meeting of shareholders, conducted exclusively by live webcast. You will be able to virtually attend and participate in the 2023 Annual Meeting, vote your shares electronically, and submit your questions during the meeting by visiting the website address listed above on the meeting date and time described in the accompanying proxy statement. Please see the instructions in the “Questions and Answers About the 2023 Annual Meeting” section, which provides additional information on how to participate in our virtual annual meeting.

We urge each shareholder to promptly sign and return the enclosed proxy card or to use telephone or Internet voting.

March 2, 2023

Proxy Statement

​

Table of Contents

​	1	​	​	2023 PROXY STATEMENT SUMMARY	​
​	12	​	​	CORPORATE GOVERNANCE AND BOARD MATTERS	​
​	12	​	​	Proposal 1—Election of Directors	​
​	13	​	​	Director Nominees	​
​	18	​	​	Director Time Commitment Considerations	​
​	18	​	​	Board Meetings	​
​	18	​	​	Board Committees	​
​	19	​	​	■ Audit Committee ​	​
​	19	​	​	■ Corporate Governance Committee ​	​
​	20	​	​	■ Management Development and Compensation Committee ​	​
​	20	​	​	■ Public Policy and Corporate Responsibility Committee ​	​
​	21	​	​	Board Leadership Structure	​
​	22	​	​	Board’s Role in Risk Oversight	​
​	22	​	​	Enterprise Risk Management	​
​	23	​	​	Director Nominations	​
​	23	​	​	■ General Process for Director Nominations ​	​
​	24	​	​	■ Shareholder Nominations ​	​
​	25	​	​	■ Consideration of Diversity ​	​
​	25	​	​	Contacting the Board	​
​	26	​	​	Governance Principles	​
​	27	​	​	Director Independence	​
​	28	​	​	Related Person Transactions	​
​	28	​	​	■ Review, Approval, or Ratification of Transactions with Related Persons ​	​
​	29	​	​	■ Governance Policy for the Management of Potential Conflicts of Interest Involving the Rice Investment Group ​	​
​	31	​	​	■ Transactions with Related Persons ​	​
​	34	​	​	Directors’ Compensation	​
​	34	​	​	■ Cash Compensation ​	​
​	34	​	​	■ Equity-Based Compensation ​	​
​	35	​	​	■ Equity Ownership Guidelines for Directors ​	​
​	35	​	​	■ Director Deferred Compensation ​	​
​	36	​	​	■ Other ​	​
​	36	​	​	■ 2022 Directors’ Compensation Table ​	​
​	38	​	​	EXECUTIVE COMPENSATION	​
​	38	​	​	Proposal 2—Approval of a Non-Binding Resolution Regarding the Compensation of the Company’s Named Executive Officers for 2022 (Say-on-Pay)	​
​	40	​	​	Compensation Discussion and Analysis	​
​	40	​	​	■ Executive Summary ​	​
​	46	​	​	■ Compensation Philosophy ​	​
​	48	​	​	■ The Compensation Process ​	​
​	50	​	​	■ Determining Compensation ​	​
​	52	​	​	■ 2022 Compensation Decisions ​	​

​	59	​	​	■ Other Compensation Components ​	​
​	62	​	​	Compensation Committee Report	​
​	63	​	​	Compensation Policies and Practices and Risk Management	​
​	64	​	​	Compensation Tables	​
​	64	​	​	■ Summary Compensation Table ​	​
​	65	​	​	■ 2022 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 or Change of Control ​	​
​	76	​	​	PAY VERSUS PERFORMANCE	​
​	76	​	​	Pay Versus Performance Table	​
​	80	​	​	Narrative Discussion of Relationship Between CAP and Financial Performance Measures	​
​	83	​	​	PAY RATIO DISCLOSURE	​
​	84	​	​	EXECUTIVE COMPENSATION VOTES	​
​	84	​	​	Proposal 3—Advisory Vote on the Frequency of Advisory Votes on Named Executive Officer Compensation (Say-on-Frequency)	​
​	86	​	​	AUDIT MATTERS	​
​	86	​	​	Proposal 4—Ratification of the Appointment of Independent Registered Public Accounting Firm	​
​	87	​	​	Auditor Fees	​
​	88	​	​	Report of the Audit Committee	​
​	89	​	​	EQUITY OWNERSHIP	​
​	89	​	​	Security Ownership of Certain Beneficial Owners	​
​	90	​	​	Security Ownership of Management	​
​	92	​	​	QUESTIONS AND ANSWERS ABOUT THE 2023 ANNUAL MEETING	​
​	92	​	​	2023 Annual Meeting of Shareholders	​
​	101	​	​	ADDITIONAL INFORMATION	​
​	101	​	​	Other Matters	​
​	101	​	​	2022 Annual Report on Form 10-K	​
​	​	​	​	APPENDICES	​
​	A-1	​	​	■ Appendix A ​	​
​	B-1	​	​	■ Appendix B ​	​
​

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to Be Held on April 19, 2023

We have elected to furnish our proxy statement and the 2022 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 2023 Annual Meeting.

Beginning on or about March 6, 2023, 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 2022 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 2022 Annual Report. All other shareholders will receive printed copies of the proxy statement and the 2022 Annual Report, which will be mailed to such shareholders on or about March 6, 2023.

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”), reserves estimates, the plans and objectives of management, and environmental, social, and governance (“ESG”) initiatives, plans, and goals and the realization and benefits of such initiatives, plans, and goals. The forward-looking statements contained in this proxy statement involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements on current expectations and assumptions about future events, taking into account all information currently known by the Company. While the Company considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. These risks and uncertainties include, but are not limited to: volatility of commodity prices; the costs and results of drilling and operations; uncertainties about estimates of reserves, identification of drilling locations, and the ability to add proved reserves in the future; the assumptions underlying production forecasts; the quality of technical data; the Company’s ability to appropriately allocate capital and other resources among its strategic opportunities; access to and cost of capital, including as a result of rising interest rates and other economic uncertainties; the Company’s hedging and other financial contracts; inherent hazards and risks normally incidental to drilling for, producing, transporting, and storing natural gas, natural gas liquids, and oil; cybersecurity risks and acts of sabotage; availability and cost of drilling rigs, completion services, equipment, supplies, personnel, oilfield services, and sand and water required to execute the Company’s exploration and development plans, including as a result of inflationary pressures; risks associated with operating primarily in the Appalachian Basin and obtaining a substantial amount of the Company’s midstream services from Equitrans Midstream Corporation; the ability to obtain environmental and other permits and the timing thereof; government regulation or action, including regulations pertaining to methane and other greenhouse gas emissions; negative public perception of the fossil fuels industry; increased consumer demand for alternatives to natural gas; environmental and weather risks, including the possible impacts of climate change; and disruptions to the Company’s business due to acquisitions and other strategic transactions, including the pending acquisition of Tug Hill and XcL Midstream. 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, 2022, and in other documents the Company files from time to time with the SEC.

Any forward-looking statement speaks only as of the date on which such statement is made, and except as required by law, the Company does not intend to correct or update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Websites

Website addresses referenced in this proxy statement are inactive textual references only, and the content on the referenced websites specifically does not constitute a part of this proxy statement.

2023 Proxy Statement Summary

​

This summary highlights information about EQT Corporation (“EQT,” the “Company,” “we,” “us,” or “our”) and the upcoming 2023 Annual Meeting of Shareholders (the “2023 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, 2022 (the “2022 Annual Report”) before you vote. The proxy statement and the 2022 Annual Report will be first mailed or released to shareholders on or about March 6, 2023.

2023 Annual Meeting of Shareholders

Voting Matters and Board Recommendations

2023 Proxy Statement Summary

How to Vote

SHAREHOLDERS OF RECORD

​

■

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 18, 2023

​

■

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

​

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.

2023 Proxy Statement Summary​

Director Nominees

Our Board of Directors (the “Board”) is pleased to nominate the director candidates listed below. All director nominees have stated they are willing to serve if elected.

2023 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 racial and ethnic diversity, as well as substantial gender diversity, including with respect to key Board leadership roles. Please refer to the “Consideration of Diversity” section for further discussion.

(1)

Tenure calculated through the end of April 2023.

​

(2)

Chart reflects the number of directors possessing each given skillset.

​

2023 Proxy Statement Summary​

Governance Highlights

Corporate Governance Practices

2023 Proxy Statement Summary

Environmental, Social, and Governance Highlights

We are committed to the responsible development of our world-class asset base in the core of the Appalachian Basin with a focus on conducting safe operations, protecting our environment, creating jobs, and improving our local and national economy. We recognize 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.

​

(1)

Emissions targets are for the Company’s production segment, as contemplated under the Environmental Protection Agency’s reporting framework for petroleum and natural gas companies, and are based on assets owned by the Company on June 30, 2021.

​

(2)

Includes emissions from EQT’s historical assets, as well as emissions from the assets that EQT acquired from Chevron U.S.A. Inc. in 2020 and Alta Resources Development, LLC in 2021.

​

(3)

“Bcfe” means billion cubic feet of natural gas equivalents (and “Tcfe” means trillion 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.

​

(4)

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

​

2023 Proxy Statement Summary​

 

Environmental, Social, and Governance Reporting

We expect to publish our 2022 ESG Report in June 2023. Our current ESG Report for calendar year 2021 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.

Human Capital and Diversity

Our employees are our most important asset. We genuinely value each member of our workforce and their contributions to our mission to become the operator of choice for all stakeholders. Our values—​Trust, Teamwork, Heart, and Evolution—are at the core of everything we do. They serve as our guide when it comes to our actions, behaviors, and decisions in the workplace. Through leveraging both employee input and the leadership of our management team, we offer a work experience that is focused on safety, employee career development, health and benefits, and building strong relationships in the communities where our employees live and work. Consistent with our core values, EQT strives to create and maintain an environment that is diverse, equitable, and inclusive.

We review and evaluate our employment and diversity, equity, and inclusion programs on a regular basis by leveraging annual employee engagement surveys, assessing internal feedback provided by our workforce, analyzing our turnover rate, and benchmarking against peer companies within our industry. We implement action plans to maintain or improve our diversity, equity, and inclusion based on the results of these assessments. We have talent programs in place that target areas of underrepresentation

2023 Proxy Statement Summary

for long-term employee pipeline building. During 2022, we featured two new initiatives: (i) in July, we hosted Qrew Camp, a two-day immersive experience for rising eighth and ninth graders to learn about the natural gas industry and careers in the field; and (ii) in August, we welcomed three women from Ukraine, providing them with technical internships, housing, and cultural assimilation opportunities for six months.

Our workforce is the catalyst for producing peer-leading results. Where possible, we offer our employees the benefits of remote work arrangements, with approximately two-thirds of our permanent employees working remotely. Furthermore, our predominantly remote work environment has enabled us to expand our search for talent nationally. While we continue to seek and hire qualified candidates from our local communities, we anticipate that our flexible work arrangement policies and remote work opportunities will continue to allow us to broaden our talent search beyond our core operating area, helping ensure that we have access to diverse, highly qualified talent.

Additionally, our cloud-based, digital work environment enables a modern, innovative, collaborative, and digitally-enabled work environment, which we use to, among other things, enhance our shared culture by engaging directly with our employees by sharing Company updates and personal accomplishments. We also leverage this platform to solicit suggestions and comments from all employees. We believe that this helps promote real-time feedback and a greater degree of employee engagement, laying the technological foundation for the success of our remote workforce.

(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 11%.

​

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 10th day off  (alternative Friday).

In 2022, we continued our “equity for all” program by granting equity awards to all permanent employees. With the equity for all program, all permanent employees become owners of our Company and have an opportunity to share directly in our financial success. “Equity for all” grants are in addition to, and not in lieu of, the existing compensation opportunities for these employees. We believe our equity for all compensation program affords multiple benefits to the Company by enhancing our internal pay equity, serving as an additional, meaningful way to recognize the contributions of all

2023 Proxy Statement Summary​

employees, and aligning the interests of our entire workforce with the goal of achieving long-term shareholder value creation.

Shareholder Engagement

​

(1)

As of September 30, 2022.

​

EQT Business Highlights

In 2022, we continued to execute on our mission to make EQT the operator of choice for all stakeholders. We achieved investment-grade credit ratings from Fitch Ratings (“Fitch”) and Standard and Poor’s (“S&P”) and upgraded to positive outlook at Moody’s Investor Services (“Moody’s”), joined the S&P 500 Index, successfully eliminated all of our natural gas-powered pneumatic devices from our production operations, and continued our comprehensive shareholder return program.

Our capital allocation plan is focused on maintaining production volumes while also returning capital to shareholders, including through our share repurchase program, under which we are authorized to repurchase up to $2.0 billion of our outstanding common stock, and through our quarterly cash dividend, which is currently an annual rate of  $0.60 per share. Furthermore, we have aligned our hedge strategy in a manner that we believe will help mitigate the risk of volatility of future natural gas and NGLs commodity prices, thereby enabling us to execute on our capital expenditure, debt retirement, and shareholder return strategy.

Our operational strategy focuses on the successful execution of combo-development projects. Combo-development refers to the development of several multi-well pads in tandem. We believe that combo-development projects are key to delivering sustainably low well costs and higher returns on invested capital. Our business model has been developed to enable us to generate sustainable free cash flow and, correspondingly, we have implemented a robust capital allocation strategy directed at responsibly developing our assets, while also returning capital to our shareholders through a combination of dividends, strategic share repurchases, and debt retirements. We are also focused on maintaining our investment grade credit metrics, which allow us to capture a lower cost of capital and further enhance shareholder returns.

2023 Proxy Statement Summary

Further, we believe that our proprietary digital work environment, in conjunction with the size and contiguity of our asset base, uniquely position us to execute on a multi-year inventory of combo-development projects in our core acreage position. Our operational strategy employs this differentiation to advance our mission of being the operator of choice for all stakeholders, while simultaneously helping to address energy security and affordability both domestically and globally.

2022 Business Highlights

■

Generated $3,466 million of net cash provided by operating activities.

​

■

Achieved investment grade credit ratings from Fitch and S&P and upgraded to positive outlook at Moody’s.

​

■

Delivered on our capital return strategy through debt retirements, share buybacks and dividends.

​

■

Repaid or repurchased $826 million aggregate principal of senior notes.

​

■

Repurchased $85 million aggregate principal of convertible notes, reducing our fully diluted share count by 5.7 million shares.

​

■

Repurchased $393 million of common stock, reducing our share count by 13.1 million shares.

​

■

Increased quarterly base dividend by 20% to $0.15 per share ($0.60 per share annualized).

​

■

Paid $204 million in dividends to shareholders during 2022.

​

■

Authorized to repurchase up to $2.0 billion of our shares through December 31, 2023.

​

■

Announced agreement to acquire Tug Hill and XcL Midstream.

​

■

Added to the S&P 500 Index, joining top companies across all sectors of the U.S. economy.

​

The above information is described more fully in the Company’s 2022 Annual Report, which we filed with the SEC on February 16, 2023.

2023 Proxy Statement Summary​

Executive Compensation Highlights

Compensation Philosophy

EQT firmly believes in pay for performance. Our executive compensation programs are designed to incentivize our executives to implement and execute our corporate strategy. All executive compensation programs continue to be tied to our financial performance, support our commitment to good compensation governance, and provide market-based opportunities to attract, retain, and motivate our executives in an intensely competitive market for qualified talent.

2022 COMPENSATION MIX

(1)

Reflects 2022 compensation, as reported in the Summary Compensation Table. Specifically, this graphic illustrates the average of the percentages of salary, annual incentive, and equity award for 2022 for each of our named executive officers (“NEOs”), other than Mr. Rice, as presented in the Summary Compensation Table (with Company contributions to the 401(k) plan treated as part of salary for this illustration). In setting 2022 compensation, the average compensation mix for our other NEOs, based on target amounts, was approximately 20% salary, 14% Short-Term Incentive Program (“STIP”), and 66% long-term equity incentives. Target compensation amounts differ from amounts reported in the Summary Compensation Table, as the Summary Compensation Table reflects the grant date fair values of equity awards, as determined in accordance with applicable accounting standards, and actual award payouts under the STIP.

​

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

Corporate Governance and Board Matters

​

Proposal 1―Election of Directors

Our directors are elected annually for one-year terms. Notwithstanding the expiration date of their term, each director holds office until their successor is elected and qualified; provided, however, that each director has agreed to resign the day following the annual meeting date immediately following their 74th birthday, as required by our Corporate Governance Guidelines.

Our current Board consists of 11 members. The current terms of all 11 directors expire at the 2023 Annual Meeting, and all such directors have been nominated to stand for reelection at the 2023 Annual Meeting. Under EQT’s Restated Articles of Incorporation, as amended, and Amended and Restated Bylaws (the “Bylaws”), we may have a minimum of five and a maximum of 15 directors. By majority vote, the Board may set the number of directors within this range at any time. Each of EQT’s director nominees (other than Messrs. Daniel J. Rice IV and Toby Z. Rice) is independent under the New York Stock Exchange (“NYSE”) listing standards.

The persons named as proxies will vote for each of the director nominees, unless you vote against or abstain from voting for or against one or more of them. The 11 director nominees have agreed to serve if elected, and the Board has no reason to believe that any director nominee will be unavailable to serve. In the event that a director nominee is unable or declines to serve on the Board at the time of the 2023 Annual Meeting, then the persons named as proxies intend to vote for a substitute director nominee proposed by the Board, unless the Board decides to reduce the number of directors. Each director nominee must be elected by a majority of the votes cast “for,” and votes may not be cumulated.

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

Corporate Governance and Board Matters​

Director Nominees

Information with respect to our director nominees is as of March 2, 2023.

Corporate Governance and Board Matters

Corporate Governance and Board Matters​

Corporate Governance and Board Matters

Corporate Governance and Board Matters​

Corporate Governance and Board Matters

Director Time Commitment Considerations

In evaluating nominees to serve on our Board, the Corporate Governance Committee and the Board consider, among other things, potential time constraints on a director nominee’s ability to effectively fulfill their duties as a director of EQT, especially with respect to the director nominee’s expected time commitments serving as a director and/or executive of other public companies.

EQT’s Corporate Governance Guidelines:

■

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

​

■

prohibit any EQT director who serves as the Chief Executive Officer of a publicly traded company (including EQT) from serving concurrently on the boards of more than two publicly traded companies (including EQT’s Board).

​

Board Meetings

In 2022, the Board held five regular meetings and 10 special meetings. The independent directors met five times in executive session without management present. Each director attended 75% or more of the total number of meetings of the Board and their respective committees (for the period that such director served on the Board and/or committee during 2022). While the Company does not have a formal policy on director attendance at annual meetings, it strongly encourages its directors to attend the annual meeting of the shareholders. All directors virtually attended the Company’s 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”).

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 charter. Committee charters are reviewed annually by the Corporate Governance Committee and the Board. The Board may form new committees, disband existing committees, and delegate additional responsibilities to a committee.

Corporate Governance and Board Matters​

Corporate Governance and Board Matters

Corporate Governance and Board Matters​

Board Leadership Structure

We separate the roles of Board Chair and CEO and require that our Board Chair be an independent director to aid in the Board’s oversight of management. This policy is embodied in our Corporate Governance Guidelines. The Board believes that there are advantages to having an independent director serve as Board Chair, including facilitating relations among the Board, the CEO, and other senior management, assisting the Board in reaching consensus on particular strategies and policies, fostering robust evaluation processes, and supporting the efficient allocation of oversight responsibilities between the independent directors and management.

Pursuant to the Company’s Corporate Governance Guidelines, the independent Board Chair has the following responsibilities:

■

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

​

■

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

​

■

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

​

■

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

​

■

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

​

■

monitors effective implementation of the Board’s decisions;

​

■

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

​

■

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

​

■

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

​

■

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

​

■

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

​

■

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

​

The independent Board Chair’s term is one year, but an individual may serve multiple consecutive terms upon recommendation of the Corporate Governance Committee and approval of the Board. Ms. Beebe currently serves as our independent Board Chair, a position she has held since 2020.

Corporate Governance and Board Matters

Board’s Role in Risk Oversight

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.

Corporate Governance and Board Matters​

Director Nominations

General Process for Director Nominations

The Corporate Governance Committee identifies and recommends to the Board the requisite skills and characteristics of individuals qualified to serve as members of the Board and recommends to the Board the director nominees for each annual meeting of shareholders. The Corporate Governance Committee typically considers new director nominees following the resignation or retirement of a director or to fill a skill or expertise need identified by the Board. The Corporate Governance Committee will consider candidates from a variety of sources, including recommendations from shareholders, directors, and members of management, and has in the past utilized third-party search firms to assist in identifying potential director candidates.

The Corporate Governance Committee evaluates all potential director nominees using the same criteria, regardless of the source of the director nominee. Accordingly, all potential director nominees, including director nominees recommended by shareholders, are assessed using the guidelines outlined below. Possible director nominees satisfying the guidelines are then further evaluated to identify, in the judgment of the Corporate Governance Committee, the best match for the Board. The Corporate Governance Committee retains the right to modify the guidelines, including the criteria for evaluating the qualifications of potential director nominees, from time to time.

Corporate Governance and Board Matters

Shareholder Nominations

Shareholders may recommend individuals as possible director nominees to the Corporate Governance Committee to consider in its normal course. Shareholders should send their recommendations to the Corporate Governance Committee Chair by addressing the recommendation to the Company’s Corporate Secretary.

Any shareholder desiring to nominate an individual to serve as a director of the Company must 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”):

​

■

the proposing person’s notice;

​

■

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

​

■

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

​

■

the director nominee’s executed irrevocable conditional resignation letter.

​

■

The Company may require the shareholder to provide such further information as it may reasonably request.

​

Additionally, as set forth in Section 1.11 of the Company’s Bylaws, a shareholder, or group of 20 or fewer shareholders, in each case, owning an aggregate of at least 3% of the voting power entitled to vote in the election of directors continuously for at least three years as of both the date the notice is received by the Company and the record date for the annual meeting, may nominate and include in EQT’s proxy statement director nominees constituting the greater of  (i) two directors and (ii) the largest whole number that does not exceed 20% of the Board, provided that 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:

​

■

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

​

■

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

​

Corporate Governance and Board Matters​

Consideration of Diversity

Consistent with our core values, our Board recognizes the value of diversity. The Board believes that diversity affords the opportunity for a variety of points of view, improving the quality of dialogue, contributing to a more effective decision-making process, and enhancing overall culture in the boardroom.

Our Board benefits from significant diversity, with 64% of our director nominees self-identifying as racially, ethnically, or gender diverse. Additionally, our female directors serve in key Board leadership roles, chairing our Board and each of our four standing Board Committees.

Our Board benefits from racial and ethnic diversity. While we do not have a formal policy addressing diversity, our Board’s goal is to continue to advance racial and ethnic diversity on public company boards. As our Board continues to evolve, racial and ethnic diversity will continue to be an important factor considered in assessing the Board’s overall mix of skills, experience, background, and characteristics. We recognize the importance of diversity to our stakeholders and welcome continued dialogue with our investors on this topic.

Contacting the Board

Corporate Governance and Board Matters

Governance Principles

Our Board and senior leadership team believe that strong and effective corporate governance is essential to our overall success. Our Board reviews our major governance policies, practices, and processes regularly in the context of current corporate governance trends, investor feedback, regulatory changes, and recognized best practices. The foundation of our corporate governance program is providing transparent disclosure to all stakeholders on an ongoing and consistent basis, with a focus on delivering long-term shareholder value. The following chart provides an overview of our corporate governance structure and processes, including key aspects of our Board operations.

Corporate Governance and Board Matters​

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

■

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

​

■

Our Corporate Governance Guidelines

​

■

Our Code of Business Conduct and Ethics

​

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, free of charge, 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 their service as a director) with the Company (either directly or as a partner, shareholder, or officer of an organization that has a material relationship with 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

Corporate Governance and Board Matters

otherwise meets the mandatory independence standards under the NYSE listing standards, as specified in the Company’s Corporate Governance Guidelines.

Based on the independence standards set forth in the Company’s Corporate Governance Guidelines, the Board has determined that the following director nominees have met such standards and are independent of the Company and its management: Mses. Beebe, Canaan, Carrig, Powers, and Vanderhider, Messrs. Hu, McCartney, and McManus, and Dr. Jackson. Mr. Toby Z. Rice (who is an executive officer of the Company) and Mr. Daniel J. Rice IV (who is an immediate family member (brother) of Mr. Toby Z. Rice) are not independent.

Director ownership of Company stock is encouraged and is not in itself a basis for determining that a director is not independent, provided that such ownership may preclude participation on the Audit Committee if its magnitude is sufficient to make the director an “affiliated person” of the Company, as described in the Audit Committee charter. See “Equity-Based Compensation” under the caption “Directors’ Compensation” for a description of the equity ownership guidelines for directors.

During the preceding 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. Except as noted above with respect to Mr. Daniel J. Rice IV and Mr. Toby Z. Rice being brothers, there are no family relationships among the directors and executive officers.

Related Person Transactions

Review, Approval, or Ratification of Transactions with Related Persons

Under the Company’s Related Person Transaction Approval Policy (the “Related Person Transaction Policy”), management, with the assistance of EQT’s Legal Department, is responsible for determining whether a transaction between the Company and a Related Person (as defined below) constitutes a Related Person Transaction (as defined below). This determination is based on a review of all facts and circumstances regarding the transaction, as well as information provided in the annual director and executive officer questionnaires. Upon determination that a transaction is a Related Person Transaction that has not been approved by the full Board, the material facts regarding the transaction are reported to the Corporate Governance Committee for its review. The Corporate Governance Committee then determines whether to approve, revise, reject, or take other action with respect to the Related Person Transaction.

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.

Corporate Governance and Board Matters​

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:

■

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;

​

■

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

​

■

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;

​

■

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

​

■

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

​

■

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;

​

■

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

​

■

charitable contributions, grants, or endowments by the Company or the Company’s charitable foundation to a charitable or non-profit organization, foundation, or university in which a Related Person’s only relationship is as an employee or a director or trustee, if the aggregate amount involved does not exceed the greater of  $1,000,000 or 2% of the recipient’s consolidated gross revenue.

​

The Related Person Transaction Policy does not limit or affect the application of the Company’s Code of Business Conduct and Ethics and related policies, which require directors and executive officers to avoid engaging in any activity or relationship that may interfere, or have the appearance of interfering, with the performance of the directors’ or executive officers’ duties to the Company. Such policies require all directors and executive officers to report and fully disclose the nature of any proposed conduct or transaction that involves, or could involve, a conflict of interest and to obtain approval before any action is undertaken.

Governance Policy for the Management of Potential Conflicts of Interest Involving the Rice Investment Group

BACKGROUND

Messrs. Toby Z. Rice and Daniel J. Rice IV are each a partner in Rice Investment Group L.P. (“RIG”), a multi-strategy fund founded in January 2018 that invests in all verticals of the oil and natural gas sector.

In the months prior to the Company’s 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”), Mr. Toby Z. Rice was a member of the “Rice Team,” an activist campaign that sought to transform the Company, in part, through management change, including by electing Mr. Toby Z. Rice as President and CEO. During this campaign, the positions of Messrs. Toby Z. Rice and Daniel J. Rice IV as partners in RIG were disclosed and highlighted as a potential source of conflicts by then-incumbent management. At the 2019 Annual Meeting, the Rice Team received the approval of over 80% of the Company’s shareholders, with Messrs. Toby Z. Rice and Daniel J. Rice IV being elected to the Board, and, immediately following the 2019 Annual Meeting, Mr. Toby Z. Rice was named President and CEO.

Corporate Governance and Board Matters

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 that potential conflicts of interest that may arise from time to time by virtue of the business activities of RIG are properly and timely disclosed to the Corporate Governance Committee and, when appropriate, submitted to the Corporate Governance Committee for review and possible approval.

The RIG Governance Policy describes various circumstances in which potential conflicts of interest may arise from time to time in respect of directors, executive officers, employees, and consultants who are partners in RIG (such persons, “RIG Related Persons”) and establishes specific processes and procedures with which all directors, officers, employees, and consultants of the Company must comply. The requirements of this policy are intended to be consistent with the requirements of, and to support compliance with, the existing Related Person Transaction Policy and Code of Business Conduct and Ethics.

The RIG Governance Policy implements specific requirements and processes to be followed when we become aware of a potential business relationship proposed to be entered into between us or any of our subsidiaries, on the one hand, and a RIG Portfolio Company, on the other hand. The RIG Governance Policy implements procedures designed to promptly identify potential business transactions with RIG Portfolio Companies for escalation to the Corporate Governance Committee, regardless of the dollar amount involved, and implements a periodic review and certification process designed to support compliance with the policy.

In the event that we become aware of a business transaction involving the Company or its subsidiaries, on the one hand, and a RIG Portfolio Company, on the other hand, that was not pre-approved in accordance with the RIG Governance Policy (whether through the periodic review and certification process or otherwise), the transaction will be promptly brought to the attention of the Corporate Governance Committee for review and consideration pursuant to the Related Person Transaction Policy irrespective of the dollar amount involved (i.e., even if less than the $120,000 threshold stated in the Related Person Transaction Policy). Consistent with the Related Person Transaction Policy, the Corporate Governance Committee will consider all relevant facts and circumstances respecting such transaction, and will evaluate all options available to the Company, including ratification, revision, or termination of such transaction, and will take such course of action as the Corporate Governance Committee deems appropriate under the circumstances.

The RIG Governance Policy similarly sets forth procedures supporting the review by the Corporate Governance Committee of pre-existing transactions between the Company or its subsidiaries and a potential new RIG Portfolio Company in which RIG may be seeking to make an investment.

Corporate Governance and Board Matters​

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 2022 requiring disclosure in this proxy statement, other than those disclosed below.

Cold Bore Technology Inc.

In mid-2020, EQT’s Completions Department identified Cold Bore Technology Inc. (“Cold Bore”), a completions optimization technology vendor, as a candidate for a vendor product trial of its Smart Pad product. RIG holds an approximately 17% equity ownership interest in Cold Bore. As required by the RIG Governance Policy, in March 2020, the Company’s Vice President of Completions met with the Company’s Chief Financial Officer and representatives from the Company’s legal, compliance, and operating services departments to review and assess potential benefits to the Company of exploring the proposed product trial. After considering the potential benefits to the Company, this group determined that the opportunity to pursue the proposed product trial with Cold Bore should be presented to the Corporate Governance Committee.

Accordingly, in April 2020, the Corporate Governance Committee reviewed and considered the proposed business opportunity with Cold Bore, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, including the potential benefits to the Company of the transaction, the proposed terms of the transaction, and the terms available to unaffiliated third parties generally, and was informed of and considered RIG’s interest in Cold Bore, and determined that it was in the best interest of the Company and its shareholders to approve the Company’s engagement of Cold Bore for the product trial. Following this review and approval by the Corporate Governance Committee, the Company entered into an agreement with Cold Bore for the product trial.

In early 2021, the results of the Cold Bore product trial were presented to and reviewed by the Corporate Governance Committee. After considering the results of the product trial, the Corporate Governance Committee considered a proposed post-trial engagement of Cold Bore for its Smart Pad product. Taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, as noted in the preceding paragraph, the Corporate Governance Committee approved the post-trial engagement of Cold Bore.

In early 2022, the Corporate Governance Committee again reviewed the Company’s engagement of Cold Bore, including the anticipated benefits of the Company’s continued use of Cold Bore’s Smart Pad product and, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, the Corporate Governance Committee approved the continued engagement of Cold Bore by the Company. During 2022, the Company paid Cold Bore consideration in the aggregate amount of approximately $2,433,000.

AquaSmart Enterprise, LLC

In mid-2020, EQT’s Completions Department identified AquaSmart Enterprises, LLC (“AquaSmart”), a vendor for proppant coating technology, as a candidate for a vendor product trial. RIG holds an approximately 10% equity ownership interest in AquaSmart. As required by the RIG Governance

Corporate Governance and Board Matters

Policy, in July 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 AquaSmart should be presented to the Corporate Governance Committee.

Accordingly, in July 2020, the Corporate Governance Committee reviewed and considered the proposed business opportunity with AquaSmart, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, including the potential benefits to the Company of the transaction, the proposed terms of the transaction, and the terms available to unaffiliated third parties generally, and was informed of and considered RIG’s interest in AquaSmart, and determined that it was in the best interest of the Company and its shareholders to approve the Company’s engagement of AquaSmart for the product trial. Following this review and approval by the Corporate Governance Committee, the Company entered into an agreement with AquaSmart for the product trial.

Throughout 2021, the Corporate Governance Committee received updates regarding the ongoing project trial with AquaSmart. In October 2021, the Corporate Governance Committee reviewed a proposed modification to the AquaSmart product trial, which review included consideration by the Corporate Governance Committee of the anticipated benefits to the Company of the product trial, and, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, the Corporate Governance Committee approved the updated product trial. During 2022, the Company paid AquaSmart (through its affiliate AS O&G LLC) consideration under the project trial engagement in the aggregate amount of approximately $1,045,000.

ComboCurve, Inc.

In mid-2020, EQT’s Asset Performance team identified Inside Petroleum, Inc. (now known as ComboCurve, Inc.) (“ComboCurve”), a vendor for a cloud-based asset management platform supporting, among other things, auto-decline curve analysis, daily calculations, and reserves and economic scenario modeling, as a candidate for a 30-day trial license agreement. RIG holds an approximately 20% equity ownership interest in ComboCurve. As required by the RIG Governance Policy, in July 2020, the Company’s Vice President, Asset Performance, met with the Company’s Chief Financial Officer and representatives from the Company’s legal, compliance, and operating services departments to review and assess potential benefits to the Company of exploring the proposed trial license. After considering the potential benefits to the Company, this group determined that the opportunity to pursue the proposed trial license with ComboCurve should be presented to the Corporate Governance Committee.

Accordingly, in July 2020, the Corporate Governance Committee reviewed and considered the proposed trial license with ComboCurve, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, including the potential benefits to the Company of the transaction, the proposed terms of the transaction, and the terms available to unaffiliated third parties generally, and was informed of and considered RIG’s interest in ComboCurve, and determined that it was in the best interest of the Company and its shareholders to approve the Company’s engagement of ComboCurve for the trial license. Following this review and approval by the Corporate Governance Committee, the Company entered into an agreement with ComboCurve for the trial license.

In October 2020, the Company’s Vice President, Asset Performance, updated the Corporate Governance Committee on the results of the ComboCurve product trial and presented a proposal for the Company to enter into a post-trial license agreement for the Company’s use of the ComboCurve product. The Corporate Governance Committee reviewed the proposed license arrangement, including the anticipated benefits to the Company, and, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, the Corporate Governance Committee approved the Company’s entry into a license with ComboCurve.

In October 2021, the Corporate Governance Committee again reviewed the Company’s license with ComboCurve, including the anticipated benefits of the Company’s continued use of ComboCurve’s

Corporate Governance and Board Matters​

licensed product, and, taking into consideration the various factors specified in the Company’s Related Person Transactions Policy, the Corporate Governance Committee approved the renewal of the license arrangement with ComboCurve for 2022. During 2022, the Company paid ComboCurve consideration in the aggregate amount of  $125,000.

Other

Certain immediate family members of Todd M. James, the Company’s Chief Accounting Officer, are parties to existing leases for natural gas exploration and production previously entered into with the Company prior to Mr. James becoming an employee of the Company. During 2022, pursuant to the terms of these previously existing leases, the Company made royalty payments to these individuals in the aggregate amount of approximately $606,000.

Consistent with the requirements of the Related Person Transaction Approval Policy, the foregoing transactions were reviewed and ratified by the Corporate Governance Committee.

Corporate Governance and Board Matters

Directors’ Compensation

Compensation of our non-employee directors is annually reviewed by the Corporate Governance Committee and approved by the Board. No compensation is paid to employee directors for their service as directors.

In October 2021, the Corporate Governance Committee engaged in its annual review of the Company’s non-employee director compensation and recommended to the Board that no changes be made to director compensation for 2022. In developing this recommendation, the Corporate Governance Committee considered the comprehensive peer-company, director-compensation benchmarking review that was completed in October 2020, and the changes that were made as a result to 2021 director compensation, and concluded that the non-employee director compensation program remained effective in recruiting and retaining experienced, skilled, and diverse non-employee directors for 2022.

Consistent with the Corporate Governance Committee’s recommendation, the Board made no changes to director compensation for 2022.

Cash Compensation

The structure of the 2022 non-employee director fees is set forth below.

​

(1)

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

​

(2)

Independent Board Chair retainer is in addition to the cash retainer paid for service as a Board member.

​

(3)

During 2022, the Board had three special committees: the Special Financing Transactions Committee; the Special Hedge Transactions Committee; and the Special Litigation Committee. Non-employee directors serving on these special committees were paid an additional annual retainer fee of  $5,000 per special committee.

​

In October 2022, the Corporate Governance Committee, with support from Meridian, conducted its annual review of the total compensation for non-employee directors (the “2023 Director Compensation Review”). Specifically, retainer fees, chair premiums, and stock-based long-term incentives were evaluated using, as the competitive benchmark, levels of total compensation paid to directors of the same peer group of companies that comprise the Company’s Compensation Peer Group (see the section captioned “Benchmarking” within the Compensation Discussion and Analysis), together with general industry market statistics from Meridian’s internal database of companies with revenues between $5 billion and $15 billion as an additional reference point. Based on this review, the Corporate Governance Committee determined to make the following changes to non-employee director cash compensation for 2023: (i) increase the annual Board member cash retainer from $80,000 per year to $85,000 per year; and (ii) increase the independent chair retainer amount from $125,000 per year to $150,000 per year. All other cash fees remain the same for 2023.

Equity-Based Compensation

Corporate Governance and Board Matters​

For 2022, the Corporate Governance Committee recommended, and the Board approved, an annual grant of restricted stock units (“RSUs”) to each non-employee director in the amount of  $200,000.

Annual equity grants to non-employee directors are made immediately following the annual shareholders meeting to non-employee directors elected at the annual shareholders meeting. Non-employee directors appointed to the Board mid-year generally receive an equity grant upon joining the Board, the value of which is prorated, as part of their compensation for serving on the Board through the next annual shareholders meeting.

Accordingly, on April 20, 2022, each non-employee director elected at the 2022 Annual Meeting received a grant of 4,480 RSUs (the “2022 Grant”). The 2022 Grant was determined by dividing (x) the $200,000 annual grant value by (y) the closing price of the Company’s common stock on April 20, 2022 ($44.65) and rounding the result up to the nearest 10 shares. The 2022 Grant will vest upon the occurrence of the 2023 Annual Meeting and is subject to forfeiture if a director voluntarily ceases to serve on the Board prior to that date.

Each RSU is equal in value to one share of Company common stock. Unvested RSUs do not have voting rights. Any dividends paid on shares of the Company’s common stock are credited quarterly in the form of additional RSUs. Non-employee directors may elect to defer payment of their RSUs under the Company’s director deferred compensation plan, which is discussed below.

In connection with the 2023 Director Compensation Review, the Corporate Governance Committee determined to increase the annual equity grant to nonemployee directors for 2023 from $200,000 to $210,000.

Equity Ownership Guidelines for Directors

The non-employee directors are subject to equity ownership guidelines, which require them to hold shares (or share equivalents, including deferred stock units and RSUs) with a value equal to five times the annual cash retainer. Once the target level of ownership is achieved by a director, that individual will not be expected to acquire additional shares in the event the Company’s stock price decreases, provided that the underlying number of shares held by the individual at the time of achieving compliance with the equity ownership guidelines has not been reduced. Under the guidelines, directors have up to five years from joining the Board to satisfy the ownership guidelines. Each non-employee director has satisfied the Company’s equity ownership guidelines or is on track to satisfy the guidelines within the five-year ramp-up period.

Director Deferred Compensation

The Company has deferred compensation plans for non-employee directors. Prior to January 1, 2020, stock units awarded to non-employee directors were automatically deferred under the Company’s 2005 Directors’ Deferred Compensation Plan (“DDCP”).

Beginning on and after January 1, 2020, non-employee directors may elect (but are not required) to defer distribution of shares upon vesting of their RSUs under the DDCP. Non-employee directors may also elect to defer up to 100% of their annual retainers and fees into the DDCP and receive an investment return on the deferred funds as if the funds were invested in Company common stock or permitted mutual funds.

Prior to the deferral, plan participants must irrevocably elect to receive the deferred funds either in a lump sum or in equal annual installments. Deferred funds for which directors have elected to receive an investment return as if the funds were invested in Company common stock are distributed in shares

Corporate Governance and Board Matters

of common stock. Distributions of deferred stock units and/or fees are made or, if applicable, commence following termination of service as a director. The directors’ deferred compensation accounts are unsecured obligations of the Company. For 2022, Messrs. Behrman, Hu, and D. Rice and Mses. Canaan and Carrig deferred receipt of payment of fees under the DDCP.

Other

■

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

​

■

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

​

■

The Company also provides non-employee directors with $20,000 of life insurance and $100,000 of travel accident insurance while traveling on business for the Company.

​

The table below shows the total 2022 compensation of the Company’s non-employee directors:

2022 Directors’ Compensation Table

​

(1)

Dr. Behrman did not stand for reelection at the 2022 Annual Meeting.

​

(2)

Includes annual Board and committee cash retainers and Board and committee chair fees, as applicable, some of which were deferred at the election of the director.

​

(3)

Amounts in the Stock Awards column represent the grant date fair value of the 4,480 RSUs granted to each non-employee director on April 20, 2022, following his or her election at the 2022 Annual Meeting. The award grant date fair values shown in the table have been determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, using the assumptions described in Note 12 to EQT’s Consolidated Financial Statements, which is included in our 2022 Annual Report. Details regarding these director RSU grants are provided in the narrative above under “Equity-Based Compensation.”

​

As of December 31, 2022, each non-employee director (other than Dr. Behrman, who retired from the Board at the 2022 Annual Meeting) owned 4,522 unvested RSUs (which amount includes accrued dividends). Additionally, the aggregate number of previously awarded deferred stock units, including accrued dividends thereon, outstanding and held by directors as of December 31, 2022 was:

Corporate Governance and Board Matters​

(4)

This column reflects:

​

(i)

annual premiums paid for life insurance and travel accident insurance policies of  $45 per director (with such amount prorated for Dr. Behrman); and

​

(ii)

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

​

Executive Compensation

​

Proposal 2―Approval of a Non-Binding Resolution Regarding the Compensation of the Company’s Named Executive Officers for 2022 (Say-on-Pay)

As discussed in the Compensation Discussion and Analysis (“CD&A”) below, the Company’s executive compensation program is designed to:

■

attract and retain the highest quality named executive officers;

​

■

directly link pay to Company performance; and

​

■

build value for the Company’s shareholders.

​

The Company’s program:

■

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

​

■

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

​

■

closely aligns the interests of the Company’s named executive officers with the interests of shareholders.

​

In sum, the Company’s executive compensation program is designed to reward our named executive officers when the Company achieves strong results. The Company believes that the 2022 compensation of its named executive officers is consistent with and reflects the strong financial and operational results achieved and the strategic actions taken by the Company.

This proposal, commonly known as a “Say-on-Pay” proposal, gives the Company’s shareholders the opportunity to express their views on the compensation of its named executive officers in accordance with Section 14A of the Exchange Act. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the Company’s compensation philosophy, policies, and practices described in this proxy statement.

Accordingly, the Board invites you to review carefully the CD&A and the tabular and other disclosures under the caption “Executive Compensation” below, and cast a vote in favor of the compensation paid to our named executive officers in 2022 and adopt the following resolution:

“RESOLVED, that the shareholders approve the compensation of the Company’s named executive officers for 2022, as discussed and disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the executive compensation tables, and any related material disclosed in this proxy statement.”

The Say-on-Pay vote is advisory, and therefore, is not binding on the Company, the Compensation Committee, or the Board. The Board and the Compensation Committee value the opinions of the Company’s shareholders and, to the extent that any significant vote against the named executive officer compensation occurs, the Board will consider the shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. However, neither the Board nor the Compensation Committee will have any obligation to take any action as a result of the Say-on-Pay vote.

The Board has adopted a policy providing for annual say-on-pay advisory votes. The Company has included in this proxy statement a proposal regarding the frequency of the say-on-pay advisory vote (“say-on-frequency” vote) and the Board has recommended that the shareholders vote “one year” to approve an annual say-on-pay vote. Unless the Board modifies the Company’s policy, the next say-on-pay advisory vote will be held at our 2024 Annual Meeting of Shareholders and the next say-on-frequency advisory vote will be held at our 2029 Annual Meeting of Shareholders.

Executive Compensation​

Executive Compensation Contents

​	40	​	​	COMPENSATION DISCUSSION AND ANALYSIS	​
​	40	​	​	Executive Summary	​
​	40	​	​	■ 2022 Business Highlights ​	​
​	41	​	​	■ Compensation Philosophy Highlights ​	​
​	41	​	​	■ Named Executive Officers ​	​
​	41	​	​	■ 2022 Compensation Highlights ​	​
​	44	​	​	■ Consideration of Say-on-Pay and Feedback from Shareholder Engagement ​	​
​	45	​	​	■ Evolution of Executive Compensation for 2023 ​	​
​	46	​	​	Compensation Philosophy	​
​	46	​	​	■ Overall Compensation Philosophy ​	​
​	47	​	​	■ Annual Incentive Compensation Philosophy ​	​
​	47	​	​	■ Long-Term Incentive Compensation Philosophy ​	​
​	48	​	​	The Compensation Process	​
​	48	​	​	■ Establishing Target Total Direct Compensation ​	​
​	48	​	​	■ Establishing and Administering the STIP and LTIP ​	​
​	48	​	​	■ Delegation of Grant Authority ​	​
​	49	​	​	■ Role of the Independent Compensation Consultant ​	​
​	49	​	​	■ Role of Senior Management ​	​
​	50	​	​	Determining Compensation	​
​	50	​	​	■ Elements of 2022 Compensation Program ​	​
​	51	​	​	■ Setting Target Total Direct Compensation for 2022 ​	​
​	51	​	​	■ Benchmarking ​	​
​	52	​	​	■ 2022 Compensation Benchmarking Peer Group ​	​
​	52	​	​	2022 Compensation Decisions	​
​	53	​	​	■ 2022 Compensation Mix ​	​
​	53	​	​	■ 2022 Base Salary ​	​
​	53	​	​	■ 2022 Annual Incentives ​	​
​	56	​	​	■ 2022 Long-Term Incentive Awards ​	​

​	59	​	​	■ Named Executive Officers’ 2022 Long-Term Incentive Awards ​	​
​	59	​	​	■ Certification Of Performance Under Previously Awarded Long-Term Incentive Programs ​	​
​	59	​	​	Other Compensation Components	​
​	59	​	​	■ Health and Welfare Benefits ​	​
​	60	​	​	■ Retirement Programs ​	​
​	60	​	​	■ Perquisites ​	​
​	60	​	​	■ Executive Severance Plan ​	​
​	60	​	​	■ Excise Tax Provisions ​	​
​	60	​	​	■ Equity Ownership Guidelines ​	​
​	61	​	​	■ Clawback Policy ​	​
​	62	​	​	Compensation Committee Report	​
​	63	​	​	Compensation Policies and Practices and Risk Management	​
​	63	​	​	■ Risk Management Assessment ​	​
​	63	​	​	■ Prohibition on Hedging and Pledging of EQT Securities ​	​
​	64	​	​	Compensation Tables	​
​	64	​	​	Summary Compensation Table	​
​	65	​	​	2022 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	​	​	■ Payments Pursuant to Executive Severance Plan ​	​
​	69	​	​	■ Written Agreements with Other Named Executive Officers ​	​
​	70	​	​	■ Payments Pursuant to Company Plans ​	​
​	72	​	​	■ Payments Triggered upon Hypothetical Termination of Employment or Change of Control on December 31, 2022 ​	​
​	76	​	​	Pay Versus Performance	​
​	83	​	​	Pay Ratio Disclosure	​

Note regarding non-GAAP supplemental financial measures

The CD&A contains references to the Company’s free cash flow per share and other performance measures that have not been calculated in accordance with generally accepted accounting principles (“GAAP”), which are also referred to as non-GAAP supplemental financial measures. These non-GAAP supplemental financial measures are referenced in this CD&A as performance targets under the Company’s 2022 annual incentive plan. Attached as Appendix A to this proxy statement is a reconciliation of the Company’s free cash flow per share with the Company’s net cash provided by operating activities (the most directly comparable GAAP financial measure), as well as definitions and other important disclosures regarding non-GAAP financial measures, including how such measures are calculated from the Company’s audited financial statements.

Executive Compensation

Compensation Discussion and Analysis

This CD&A explains the compensation philosophy and decisions that drove 2022 compensation for our named executive officers (our “NEOs”) and discusses our compensation programs. References in this CD&A to the “Committee” refer to the Management Development and Compensation Committee of the Board.

Executive Summary

2022 Business Highlights

In 2022, we continued the relentless execution of our mission to make EQT the operator of choice for all stakeholders. We generated significant free cash flow, improved our balance sheet, and returned meaningful capital to our shareholders. This included the reinstitution of our quarterly cash dividend and continued execution of our ongoing share repurchase program.

At the same time, we continued to aggressively address methane emissions, completing our pneumatic device replacement program a full year ahead of schedule. This achievement meant the elimination of nearly 9,000 natural gas-powered pneumatic devices from our production operations, reducing our annual carbon footprint by over 300,000 metric tons of CO2e.

These were some of our other performance highlights from 2022:

■

Added to the S&P 500 Index, joining top companies across all sectors of the U.S. economy

​

■

Achieved investment grade credit ratings from Fitch and S&P and upgraded to positive outlook at Moody’s

​

■

Generated $3,466 million of net cash provided by operating activities

​

■

Delivered on our capital return strategy through debt retirements, share buybacks, and dividends

​

■

Since the inception of our share repurchase program in December 2021, we have repurchased 20.4 million shares of our common stock for $622 million(1)

​

■

Achieved Gold Standard rating for 2022 by United Nations’ Oil & Gas Methane Partnership 2.0, among 14 upstream companies globally achieving this designation in 2022

​

■

Announced Appalachian Methane Initiative (AMI) collaboration to further enhance methane monitoring throughout the Appalachian Basin

​

(1)

As of February 10, 2023.

​

Executive Compensation​

Compensation Philosophy Highlights

EQT’s core values are trust, teamwork, heart, and evolution. Our compensation philosophy is intended to promote achievement consistent with these values. We believe our compensation program:

A more detailed discussion of each aspect of EQT’s compensation philosophy, including how it drives compensation program design, is provided under “Compensation Philosophy.”

Named Executive Officers

The Company’s NEOs for 2022 are listed below. This CD&A describes the Company’s 2022 compensation programs and their components for these NEOs.

2022 Compensation Highlights

In designing our 2022 compensation program, the Committee sought to maintain consistency with the overall design of our 2021 compensation program. At the same time, the Committee worked to ensure that the 2022 compensation program design was optimally aligned with our evolving strategy.

In 2021, we announced an ambitious goal of achieving “net zero” greenhouse gas emissions from our existing production segment operations—on a Scope 1 and Scope 2 basis—by 2025, which we refer to as our “Net Zero Goal.” In recognition of the importance of our Net Zero Goal to our overall strategy, the Committee incorporated a performance payout modifier linked to achievement of our Net Zero Goal into the Company’s 2022 long-term incentive program. This payout modifier is more fully described under “2022 Long-Term Incentive Awards.”

Executive Compensation

Additionally, the Committee continued to recognize the importance to shareholders of efficient use of capital. To ensure alignment with this strategic priority, the Committee introduced Total CapEx Spend per Mcfe(1) as a new performance measure under our 2022 annual incentive plan, replacing the previous Adjusted Well Cost per Foot performance measure. The Committee views Total CapEx Spend per Mcfe as a more comprehensive measure of management’s ability to control a broader range of costs, on a per unit basis, and therefore a better measure of efficient operations.

​

(1)

“Mcfe” means thousand cubic feet of natural gas equivalents, with one barrel of NGLs and crude oil being equivalent to 6,000 cubic feet of natural gas.

​

(2)

See Appendix A to this proxy statement for the definition of, and additional information about, these non-GAAP performance measures.

​

Executive Compensation​

​

(1)

For purposes of the 2022 Incentive PSU Program, existing production segment assets refers to production segment assets owned by the Company as of June 30, 2021.

​

Executive Compensation

Consideration of Say-on-Pay and Feedback from Shareholder Engagement

Company management and the Committee continued to seek and consider feedback from shareholders during 2022 on a range of topics, including our executive compensation programs. The Committee considers this feedback when designing the Company’s executive compensation programs. For a discussion of the Company’s shareholder outreach and engagement efforts, please refer to the discussion under “Shareholder Engagement.”

The Committee observed that our compensation programs received strong shareholder support at our 2022 Annual Shareholders Meeting, with nearly 99% of shareholder votes cast voting in favor of the 2021 compensation of our NEOs.

The Committee also observed a trend of consistent, strong shareholder support for the Company’s executive compensation programs over the past three years, with shareholders voting to approve the Company’s say-on-pay proposal at a rate of over 98% in each of the past three years.

Accordingly, the Committee did not make specific changes to the executive compensation program in response to the say-on-pay vote results in 2022 or prior years. The Committee will, however, continue to evaluate the Company’s executive compensation programs, taking into account shareholder feedback, including future “say-on-pay” vote results.

The Committee invites our shareholders to communicate any concerns or opinions on executive pay directly to it or the Board. See “Contacting the Board” under “Corporate Governance and Board Matters” for information about communicating with the Committee and the Board.

Executive Compensation​

Evolution of Executive Compensation for 2023

In establishing the Company’s compensation program for 2023, the Committee determined to maintain an overall program design that was consistent with 2022. At the same time, the Committee continued to assess alignment of performance measures with the Company’s achievement of its strategic priorities and made certain specific changes to the performance measures for 2023.

Specifically, in designing the 2023 Incentive PSU Program, the Committee noted that achievement of the Company’s Net Zero Goal was established as a milestone to be achieved by 2025, meaning that performance against this objective will be measured as of year-end 2024. Given that the three-year performance period under the 2023 Incentive PSU Program runs through year-end 2025, the Committee determined not to include the net zero performance modifier as part of the 2023 Incentive PSU Program. Instead, the Committee determined to return to the base design of the 2023 Incentive PSU Program, with payout to be determined based solely upon Company TSR performance, measured against a matrix of absolute and relative TSR performance goals over the three-year performance period.

The Committee also revised the performance measures on which awards under the 2023 STIP are based to introduce “cash operating margin” and “finding and development costs,” each measured on a dollars per Mcfe basis, as performance measures under the 2023 STIP, in place of  “recycle ratio,” and eliminated “employee days away restricted time” as a performance measure for 2023, increasing the weighting of the “environmental, health, and safety intensity improvement” performance measure from 10% in 2022 to 15% for 2023.

Executive Compensation

Compensation Philosophy

In designing the executive compensation program for 2022, the Committee continued to focus on alignment with the Company’s business objectives and priorities. Importantly, the Company’s overall compensation philosophy has remained consistent since 2019.

Overall Compensation Philosophy

The Company’s compensation philosophy is based on the following guiding principles: