EQT Corp
For the period ended Apr 14, 2026. Filed Feb 26, 2026.
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Apr 14, 2026 · Filed Feb 26, 2026
Contents
2025 Compensation Program Highlights
measures used under the 2024 STIP-adjusted gross G&A expense per Mcfe, cash operating margin, and finding and development costs. The Committee concluded that emphasizing capital expenditures and cash operating costs under the 2025 STIP maintains a strong focus on disciplined expense management while simplifying the overall plan design and enhancing transparency and understandability for both investors and employees.
The Committee believes that this overall mix of performance measures appropriately aligns 2025 annual incentive compensation opportunities with the Company’s key business plan objectives and the interests of its shareholders.
2025 COMPENSATION PROGRAM HIGHLIGHTS
The following table provides key highlights for our 2025 compensation program.
| | 2025 Short-Term Incentive Program(Annual Cash Incentive Plan) | | |||
|---|---|---|---|---|---|
| | 80% of payout based on achieving key financial and operating performance goals | | | ■ 80% of the 2025 short-term incentive program (“STIP”) funding is linked to achievement of financial and operational performance measures that align with our key strategic objectives, as follows:(1) ✓ Free cash flow per share (30%) ✓ Capital expenditures (20%) ✓ Cash operating costs per Mcfe (20%) ✓ Production (10%) ■ The Committee selected these performance measures to align executive compensation opportunities with achievement of key business plan objectives | |
| | 20% of payout based on achieving environmental, health and safety performance goals | | | ■ 20% of 2025 STIP funding is linked to achievement of environmental, health and safety (“EHS”) intensity performance goals ■ The Committee selected this metric to align executive compensation opportunities with achievement of key EHS goals during 2025 | |
(1)
See Appendix A to this proxy statement for the definitions and reconciliations of, and additional information about, these non-GAAP performance measures.
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| | 2025 Long-Term Incentive Program(Long-Term, Time-Based and Performance-Based Equity Awards) | | |||
|---|---|---|---|---|---|
| | Encourages retention and measures performance against a mix of absolute and relative total shareholder return goals | | | ■ Our long-term incentive program (“LTIP”) includes two award types—time-based restricted stock units (“RSUs”) (weighted 40%) and performance-based incentive performance share units (“PSUs”) (weighted 60%) ■ Our 2025 Incentive PSU Program measures performance against a matrix of absolute and relative total shareholder return (“TSR”) performance goals established by the Committee ■ Directly links long-term incentive opportunity with achieving a combination of strong absolute shareholder returns and outperformance against our peers ■ Tracks a three-year performance period, commencing January 1, 2025 and ending December 31, 2027 ■ Designed to be consistent with observed market trends, based on input from the Committee’s independent compensation consultant and investor feedback ■ Payout is capped to limit maximum possible payouts and mitigate compensation-related risk (capped at 2.0x for 2025 PSUs) | |
| | Other 2025 Compensation Highlights | | |||
| | Equity for all | | | ■ An important element of our compensation philosophy is broad employee equity ownership ■ Since 2021, we have maintained our “equity for all” program, under which every permanent employee of the Company (including those employees who, prior to 2021, were not previously eligible to receive equity as part of their total compensation) receives an annual grant of a long-term equity incentive award in the form of RSUs having a grant value of at least $5,000 (this grant is in addition to, and was not instituted in lieu of, existing compensation) ■ The Committee believes this “equity for all” compensation program affords multiple benefits to the Company by: ✓ ensuring that all permanent employees receive equity-based compensation as part of their total compensation opportunity; ✓ serving as an additional, meaningful way to recognize the contributions of all employees, whose efforts drive our success as an organization; and ✓ aligning the interests of our entire workforce with the interests of our shareholders and our goal of achieving long-term value creation ■ The Committee and management believe that the “equity for all” program enhances our shared culture of success and affords all employees an opportunity to become owners of our Company and share in the financial benefits of the Company’s success | |
| | EQT CORPORATION 2026 PROXY STATEMENT | 47 | |
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