EQT Corp

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This summary highlights information about EQT Corporation (“EQT,” the “Company,” “we,” “us,” or “our”) and the upcoming 2025 Annual Meeting of Shareholders (the “2025 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, 2024 (the “2024 Annual Report”) before you vote. The proxy statement and the 2024 Annual Report will be first mailed or released to shareholders on or about March 5, 2025.

2025 Annual Meeting of Shareholders

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Even if you plan to attend the virtual meeting,

we encourage you to vote by proxy as soon as possible.

Voting Matters and Board Recommendations

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How to Vote

Please review the proxy statement and vote your shares as soon as possible. We offer a number of ways for you to vote your shares. Voting instructions are included in the Notice of Internet Availability

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of Proxy Materials and the proxy card. If you are a beneficial owner and your shares are held by a bank, broker, or other nominee (i.e., in “street name”), you should follow the voting instructions provided to you by that firm. Although most banks and brokers now offer voting by mail, telephone, and on the Internet, availability and specific procedures, including voting deadlines, will depend on their voting arrangements.

We offer the following methods to vote your shares:

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

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The deadline to vote by phone, or by internet, if you are not attending the virtual meeting, is 11:59 p.m. Eastern Time on April 15, 2025

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

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Director Nominees

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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.

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Snapshot of Director Nominees

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

(1)

Mses. Beebe, Carrig and Powers and Mr. McManus are excluded, as they are not standing for reelection at the 2025 Annual Meeting.

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(2)

Chart reflects the number of director nominees possessing each given skillset.

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Governance Highlights

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Corporate Governance Practices

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Environmental, Social, and Governance Highlights

We are committed to the responsible development of our world-class asset base in the core of the Appalachian Basin with a focus on conducting safe operations, protecting our environment, creating jobs, and improving our local and national economy. We recognize decarbonization as the preeminent sustainability issue affecting all industries. As such, our Board and management are committed to understanding and proactively responding to the risks and opportunities posed by climate change.

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(1)

References to EQT being “net zero” are based on (i) EQT’s 2023 Scope 1 GHG emissions, as reported to the EPA under the EPA’s Greenhouse Gas Reporting Program Subpart W for the onshore petroleum and natural gas production segment and the gathering and boosting segment, plus (ii) EQT’s 2023 Scope 2 GHG emissions using the location-based method and the EPA’s Emissions & Generation Resource Integrated Database’s state emission factors for EQT’s operating areas, minus (iii) carbon offsets generated by EQT during calendar year 2024. EQT’s “net zero” claim does not include Scope 3 GHG emissions or emissions from Equitrans Midstream Corporation and its related assets, which were acquired by the Company on July 22, 2024.

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(2)

“Bcfe” means billion cubic feet of natural gas equivalents, with one barrel of natural gas liquids (“NGLs”) and crude oil being equivalent to 6,000 cubic feet of natural gas.

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(3)

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

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(1)

At the time of announcement of EQT’s net zero goal in June 2021, EQT’s 2020 Scope 1 Production segment GHG emissions were 599,748 MT CO2e and EQT’s 2020 Scope 2 GHG emissions were 2,814 MT CO2e.

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(2)

References to EQT being “net zero” are based on (i) EQT’s 2023 Scope 1 GHG emissions, as reported to the EPA under the EPA’s Greenhouse Gas Reporting Program Subpart W for the onshore petroleum and natural gas production segment and the gathering and boosting segment, plus (ii) EQT’s 2023 Scope 2 GHG emissions using the location-based method and the EPA’s Emissions & Generation Resource Integrated Database’s state emission factors for EQT’s operating areas, minus (iii) carbon offsets generated by EQT during calendar year 2024. EQT’s “net zero” claim does not include Scope 3 GHG emissions or emissions from Equitrans Midstream Corporation and its related assets, which were acquired by the Company on July 22, 2024.

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Environmental, Social, and Governance Reporting

We expect to publish our 2024 ESG Report in June 2025. Our current ESG Report for calendar year 2023 provides additional discussion of ESG matters that are important to us, including why ESG matters to us and what we are doing to continually improve our ESG performance.

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Human Capital

At EQT, our people are our greatest strength. We deeply value every team member and their unique contributions to our shared mission of becoming the operator of choice for all stakeholders. Our core values—Trust, Teamwork, Heart, and Evolution—shape our actions, behaviors, and decisions every day. By embracing employee feedback and the guidance of our leadership team, we strive to create a work environment that prioritizes safety, career growth, health and well-being, and meaningful connections within the communities where we live and work. Aligned with our values, we are committed to fostering a workplace that celebrates diversity, promotes equity, and champions inclusion for all.

Our workforce drives our success in delivering peer-leading results. To support our team members and their variety of needs, we provide flexible work arrangements, including remote work opportunities, which are utilized by approximately two-thirds of our permanent employees. This predominantly remote work environment enables us to expand our talent search across the nation, fostering greater diversity in our workforce and providing us access to an expanded pool of potential talent. While we remain committed to hiring talented individuals from our local communities, our flexible policies empower us to attract highly skilled candidates from a wide range of backgrounds, experiences, and perspectives beyond our core operating areas. This approach strengthens our ability to build an inclusive and dynamic team that reflects the communities we serve.

We continually assess and enhance our employee experience through regular reviews, incorporating insights from annual employee engagement surveys, internal workforce feedback, turnover rate analysis, external brand impressions, and benchmarking against industry peers. Based on the outcomes of these evaluations, we consider whether, and how, to take further action that aligns with our strategic goals. For example, one strategic goal is to ensure a robust employee pipeline for the long-term that includes individuals from traditionally underserved backgrounds.

2024 brought four impactful initiatives: (i) we hosted our third annual Qrew Camp event, a two-day immersive experience designed for rising eighth and ninth graders, providing valuable insights into the natural gas industry and career opportunities within the field; (ii) we were a sponsor of the Bender Leadership Academy, and hosted our second Disability Mentoring Day, a meaningful initiative aimed at fostering mentorship and support for individuals with disabilities as they navigate their career paths; (iii) we welcomed two new student interns from Nazareth Prep, a local school within our operating region, where students come from traditionally underserved backgrounds; and (iv) we partnered with Junior Achievement of Western Pennsylvania through their BizTown program for students, aligning with our workforce programs by highlighting a day in the life of a professional at EQT.

(1)

Employee engagement was measured through an employee engagement survey conducted by Energage, LLC in November 2024.

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

We understand that providing employees with the resources and support they need to live a physically, mentally, and financially healthy life is critical for sustaining a workplace of choice. To ensure that we continue meeting the needs of our workforce, we conduct an annual benefits survey. This survey allows us to gather invaluable feedback from employees, shaping the evolution of our benefits offerings and reinforcing our commitment to listening to and supporting our team.

In response to feedback from the 2024 survey, we rolled out the addition of a new dental plan option. This enhancement provides employees with greater flexibility in choosing coverage that aligns with their personal and family needs.

Our holistic approach to employee well-being extends beyond traditional benefits. We continue to provide subsidized health insurance, a company contribution and match on 401(k) retirement savings, the opportunity to participate in an employee stock purchase plan, paid maternity and paternity leave, flexible work arrangements, volunteer time off, and a company match on employee donations to qualified non-profits. Additionally, our commitment to work-life balance is evident in the flexibility of our “9/80” work schedule, allowing employees to choose a unique arrangement that suits their lifestyle. These initiatives collectively reinforce our dedication to fostering a thriving and supportive workplace environment.

In 2024, we continued our “equity for all” program for the fourth consecutive year. Building on the success of prior years, we extended equity compensation awards to all permanent employees, marking another milestone in our commitment to fostering a diversified and ownership-driven culture. With the “equity for all” program, every permanent employee becomes an owner in our Company, providing them with a direct opportunity to share in our financial success.

It is important to note that these equity grants are in addition to, and not in lieu of, the existing compensation opportunities for our valued employees. Our belief in the merits of the “equity for all” compensation program is grounded in its ability to enhance internal pay equity, acknowledge the contributions of every employee in a meaningful way, and align the interests of our entire workforce with the overarching goal of achieving long-term shareholder value creation.

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

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Shareholder Engagement

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(1)

As of September 30, 2024.

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EQT Business Highlights

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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 enables us to generate durable free cash flow and correspondingly, we have implemented a robust capital allocation strategy directed at responsibly developing our assets and positioning us for organic growth, while also returning capital to our shareholders through a combination of debt retirements, a base dividend and opportunistic share repurchases. We are also focused on maintaining and strengthening our investment grade credit metrics, which improve our access to reliable, low-cost capital throughout market cycles.

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

In 2024, we maintained our focus on achieving peak performance, generating meaningful value for our shareholders. We have outlined below a few of our 2024 business highlights.

2024 Business Highlights

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Generated $2.8 billion of net cash provided by operating activities and $695 million of free cash flow.(1)

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Successfully completed the acquisition of Equitrans Midstream Corporation in July 2024, making EQT America’s only large-scale, vertically integrated natural gas business.

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Generated a combined approximately $1.7 billion in net cash proceeds during 2024 from two sales of non-operated natural gas assets in Northeast Pennsylvania.

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Formed a midstream joint venture with funds managed by Blackstone Credit & Insurance, consisting of EQT’s ownership interest in high quality contracted infrastructure assets that provided EQT with approximately $3.4 billion of net cash proceeds in exchange for a non-controlling common equity interest in the joint venture.

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Successfully retired $4.3 billion aggregate principal of senior notes and outstanding term loan.

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Distributed $327 million in dividends to our shareholders during 2024.

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(1)

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The above information is described more fully in the Company’s 2024 Annual Report, which we filed with the SEC on February 19, 2025.

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Executive Compensation Highlights

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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.

2024 Compensation Mix

(1)

Reflects 2024 compensation, as reported in the Summary Compensation Table, for our NEOs other than our Chief Executive Officer. Specifically, this graphic illustrates the average of the percentages of salary, annual incentive, and equity award for 2024 for each of Messrs. Knop, Duran, Jordan, and Wingo, as presented in the Summary Compensation Table (with Company contributions to the 401(k) plan treated as part of salary for purposes of this illustration).

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