EQT Corp

​

​

The following information (our “PVP Table”) is presented to disclose the relationship between executive compensation actually paid (“CAP”), as calculated under applicable SEC rules, and the Company’s financial performance. As required by SEC rules, the table presented below discloses CAP for (i) the Company’s principal executive officer (“PEO”), Mr. Toby Z. Rice, and (ii) the Company’s NEOs other than Mr. Rice (“Non-PEO NEOs”), on an average basis.

The methodology for calculating amounts presented in the columns for 2024 “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table totals to arrive at the values presented for CAP, are provided in the footnotes to the table. A narrative discussion of the relationship between CAP and the Company performance measures (i) listed in the table below and (ii) that the Company has deemed most important in linking CAP to Company performance during 2024 is also presented below. For prior years’ footnotes describing the adjustments to calculate PEO CAP and Non-PEO NEOs CAP, please refer to our 2024 and 2023 proxy statements.

We have identified free cash flow(1) as our Company-Selected Measure that represents, in our view, the most important financial performance measure used to link CAP to our performance. We believe that our ability to grow our free cash flow is important to our shareholders, as increased free cash flow supports our ability to pay regular quarterly dividends, reduce our outstanding indebtedness, and engage in share repurchases, among other benefits. Free cash flow, measured on a per share basis, is the most heavily weighted performance measure under our 2024 STIP, with Company performance on this measure driving 30% of the plan funding for the 2024 STIP, as described in greater detail in our Compensation Discussion and Analysis.

(1)

​

Pay Versus Performance Table

​

(1)

PEO CAP for 2024 was calculated as follows: (i) Mr. Rice’s Summary Compensation Table Total for 2024, minus (ii) the grant date fair value of the equity awards granted to Mr. Rice in 2024 (the “Grant Date Fair Value—2024 Equity Grants”), plus (iii) the fair value at year-end 2024 of the equity awards granted to Mr. Rice in 2024 that remained outstanding and unvested at year-end 2024 (the “Fair Value at Year-end—2024 Equity Grants”), plus (iv) for the portion of the equity awards granted to Mr. Rice prior to 2024 that remained outstanding and unvested at year-end 2024, the amount by which the fair value at year-end 2024 exceeded the fair value at year-end 2023 (the “Increase in Fair Value at Year-end—Unvested Portions of Pre-2024 Equity Grants”), plus (v) for Mr. Rice’s 2021, 2022 and 2023 RSU Awards, the amount equal to the change in fair value at the vesting date, as compared to the fair value at year-end 2023 (the “Changes in Fair Value of 2021, 2022 and 2023 RSU Awards at Vesting Dates”).

​

Pay Versus Performance​

​

(2)

For years 2024 through 2020, the Non-PEO NEOs were:

​

■

2024: Messrs. Duran, Knop, Jordan, and Wingo (our “2024 Non-PEO NEOs”)

​

■

2023: Messrs. Duran, Khani, Knop, and Jordan and Ms. Evancho

​

■

2022: Messrs. Duran, Khani, and Jordan and Ms. Evancho

​

■

2021: Messrs. Duran, Khani, and Jordan and Ms. Evancho

​

■

2020: Messrs. Kyle Derham, Duran, Khani, and Jordan and Ms. Evancho

​

(3)

The “Average Compensation Actually Paid to Non-PEO NEOs” presented in the table above for 2024 was calculated as follows: (i) the average of the 2024 Summary Compensation Table Total for each of the 2024 Non-PEO NEOs, minus (ii) the average of the grant date fair values of the equity awards granted in 2024 to the 2024 Non-PEO NEOs (“Average Grant Date Fair Value—2024 Equity Grants”), plus (iii) the average of the fair values at year-end 2024 of the equity awards granted in 2024 to the 2024 Non-PEO NEOs which remained outstanding and unvested at year-end 2024 (“Average Fair Value at Year-end—2024 Equity Grants”), plus (iv) for any portion of the equity awards granted prior to 2024 to the 2024 Non-PEO NEOs that remained outstanding and unvested at year-end 2024, the amount by which the average of the fair values at year-end 2024 of such unvested awards exceeded the average of the fair values at year-end 2023 of such unvested awards (“Average Increase in Fair Value at Year-end—Unvested Portions of Pre-2024 Equity Grants”), plus (v) for any portion of the equity awards granted prior to 2024 to the 2024 Non-PEO NEOs, the amount equal to the change in the average of the fair values at the vesting dates, as compared to the average of the fair values at year-end 2023 (“Changes in Fair Value of 2021, 2022 and 2023 RSU Awards at Vesting Dates”).

​

​

(4)

The Company’s peer groups for purposes of Item 201(e) of Regulation S-K were utilized for purposes of calculating peer group total shareholder return for each year, as follows:

​

■

2024: Antero Resources Corporation; APA Corporation; CNX Resources Corporation; Comstock Resources, Inc.; Coterra Energy, Inc.; Devon Energy Corporation; Diamondback Energy, Inc.; Matador Resources Company; Murphy Oil Corporation; Ovintiv Inc.; and Range Resources Corporation (collectively “2024 Peer Group”). The following were not included in the calculation of peer group TSR: Chesapeake Energy Corporation and Southwestern Energy, which effected a business combination into one company, Expand Energy Corporation, in October 2024; Hess Corporation, which announced in October 2023 a pending merger with Chevron Corporation; Marathon Oil Corporation, which was acquired by ConocoPhillips in November 2024; and Pioneer Natural Resources Company, which was acquired by ExxonMobil Corporation in May 2024.

​

■

2023: Antero Resources Corporation; APA Corporation; Chesapeake Energy Corporation; CNX Resources Corporation; Comstock Resources, Inc.; Coterra Energy, Inc.; Devon Energy Corporation; Diamondback Energy, Inc.; Hess Corporation; Marathon Oil Corporation; Matador Resources Company; Murphy Oil Corporation; Ovintiv Inc.; Pioneer Natural Resources Company; Range Resources Corporation; and Southwestern Energy Company (collectively “2023 Peer Group”). PDC Energy, Inc., which was acquired by Chevron Corporation in August 2023, is not included in the calculation of peer group TSR.

​

■

2022 (used for calculating peer total shareholder return for years 2020—2022): Antero Resources Corporation; APA Corporation; Chesapeake Energy Corporation; CNX Resources Corporation; Comstock Resources, Inc.; Coterra Energy, Inc.; Devon Energy Corporation; Diamondback Energy, Inc.; Marathon Oil Corporation; Matador Resources Company; Murphy Oil Corporation; Ovintiv Inc.; PDC Energy, Inc.; Range Resources Corporation; and Southwestern Energy Company (collectively “2020-22 Peer Group”). Continental Resources, Inc., which was taken private and ceased trading as a public company in November 2022, is not included in the calculation of peer group TSR for 2022. Chesapeake Energy Corporation, which emerged out of bankruptcy in 2021, is not included in the calculation of peer group TSR for 2020 and 2021.

​

In accordance with applicable SEC rules, peer group TSR for each year was calculated on a market capitalization weighted basis according to the respective issuers’ stock market capitalization at the beginning of each period for which a return is indicated. TSR for both the Company and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2019, through and including the end of the fiscal year for which TSR is being presented in the table. TSR calculations reflect reinvestment of dividends.

(5)

Amounts shown are net income (loss) attributable to EQT Corporation, as reflected in the Company’s Statements of Consolidated Operations for each of the years ended December 31, 2020, 2021, 2022, 2023, and 2024.

​

(6)

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

​