EQT Corp

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Directors’ Compensation

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Compensation of our non-employee directors is reviewed annually by the Corporate Governance Committee and approved by the Board. No compensation is paid to employee directors for their service as directors. Mr. Toby Z. Rice’s compensation for service as an executive officer is set forth in the “Summary Compensation Table” below.

In October 2023, 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 2024. In developing this recommendation, the Corporate Governance Committee considered the comprehensive peer company, director compensation benchmarking review that was completed in October 2022, and the changes that were made as a result to 2023 director compensation, and ultimately concluding that the non-employee director compensation program remained effective in recruiting and retaining qualified, experienced, and skilled non-employee directors for 2024.

Cash Compensation

The structure and amount of our 2024 non-employee director cash retainer fees is set forth below.

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(1)

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

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(2)

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

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(3)

During 2024, the Board had three special committees: the Special Financing Transactions Committee; the Special Hedge Transactions Committee; and the Special Litigation Committee. Non-employee directors serving on these special committees were paid an additional annual retainer fee of $5,000 per special committee.

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Equity-Based Compensation

Consistent with 2023, for 2024, 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 $210,000. An annual equity grant is made to each non-employee director elected at the Company’s annual shareholders meeting, with this grant made immediately following their election at such meeting. Non-employee directors appointed to the Board mid-year generally receive an equity grant upon joining the Board, the value of which is prorated, as part of their compensation for serving on the Board through the date of the next annual shareholders meeting.

Accordingly, on April 17, 2024, each non-employee director elected at the 2024 Annual Meeting received a grant of 5,830 RSUs (the “2024 Grant”). The 2024 Grant was determined by dividing (x) the