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 Long-Term Incentive Program Design
2025 LONG-TERM INCENTIVE PROGRAM DESIGN
Over the course of several meetings in late 2024 and early 2025, the Committee designed the 2025 Long-Term Incentive Plan (“2025 LTIP”) to align the long-term incentive compensation opportunity of the Company’s NEOs with the interests of shareholders and achieve the following objectives:
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drive appropriate performance by our NEOs, consistent with achieving our evolving business objectives;
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be market competitive to allow us to attract and retain the highest-quality executive leadership;
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be tax efficient;
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minimize earnings volatility; and
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achieve a portfolio approach to performance metrics.
The Committee’s considerations also included:
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market data regarding the long-term incentive design for the 2025 Compensation Peer Group;
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the appropriate way to incentivize NEOs toward the success of the Company;
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existing long-term incentive programs and their combined influence on focusing NEO behavior on critical activities;
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the availability of EQT shares under shareholder-approved plans;
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the views shared by large shareholders; and
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the views of proxy advisory services.
As a result of the Committee’s analysis, and taking into consideration advice from Meridian, the Committee designed the NEO award mix for the 2025 long-term incentive compensation program, as outlined below.
2025 Long-Term Incentive Award Mix
| · Percent ofAwarded Value · · · Type ofAward · · · Rationale and Description · · · Period · | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | 60% | | | Incentive PSUs | | | ■ 2025 Incentive PSUs directly link pay with an appropriate mix of absolute and relative total shareholder return (“TSR”) performance ■ 2025 Incentive PSUs will be settled in shares of EQT common stock ■ Maximum potential payout under the 2025 Incentive PSUs is capped at 2.0x | | | ■ Three-year performance period | |
| | | | 40% | | | Time-Based RSUs | | | ■ RSU awards are a strong retention tool and align NEOs’ interests with the long-term interests of shareholders ■ RSUs granted in 2025 will be settled in shares of EQT common stock | | | ■ RSUs granted in 2025 vest pro rata over a three-year period on each anniversary of the grant date | |
2025 Incentive Performance Share Units
In designing the 2025 Incentive PSU Program, the Committee determined to link the performance payout under the plan to TSR, based on a performance matrix that combines absolute and relative performance over a three-year performance period. This program design is consistent with the design of the Company’s 2024 Incentive PSU Program.
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The Committee recognized that achieving strong absolute TSR goals is important to the Company’s shareholders. At the same time, the Committee desired to incentivize management to outperform the Company’s peers, on a relative basis, in TSR.
To align executive compensation with achieving these objectives, the Committee developed a performance matrix that evaluates both absolute and relative TSR performance in determining the performance payout factor under the program. The Committee believes that this approach is consistent with observed market trends and investor feedback. The Committee also believes that focusing our executive team on increasing both absolute and relative TSR aligns executive long-term incentive compensation opportunity with the interests of our shareholders.
2025 Performance Peer Group
The Committee designated a performance peer group (the “2025 Performance Peer Group”) for purposes of evaluating the Company’s relative TSR performance under the 2025 Incentive PSU Program.
In selecting the 2025 Performance Peer Group, the Committee started with the 2025 Compensation Peer Group (see “Designing the 2025 Compensation Benchmarking Peer Group” above).
The Committee then discussed and determined to apply the following enhancements to establish a better measure of relative Company performance:
| | Enhancement | | | Rationale | |
|---|---|---|---|---|---|
| | Antero Midstream Corporation was included as a separate performance peer (in addition to Antero Resources Corporation) | | | Including Antero Midstream Corporation, which is separately traded on the New York Stock Exchange, allows for the measurement of the combined upstream and midstream Antero businesses, providing a more comparable reference point to the Company’s business following the Equitrans Midstream Acquisition | |
| | Assign a weighting of “two times” to each of the four peer companies that had the highest percentage of dry gas reserves | | | The significant majority of EQT’s reserves are dry gas; independent E&P companies with similar operations share common business dynamics, making them better benchmarks against which to evaluate relative performance | |
| | Include the S&P 500 Index as a performance “peer” | | | Introduces a broad market “governor” for assessing EQT’s performance relative to the equity markets broadly | |
As a result, the Company’s 2025 Performance Peer Group, which is applied for measuring the Company’s relative TSR performance under the 2025 Incentive PSU Program, was as follows:
| | 2025 Performance Peer Group | | ||||||
|---|---|---|---|---|---|---|---|---|
| | Natural Gas Focused E&PAssigned a Weighting of TwoTimes (2x) | | | E&P/Midstream/IndexAssigned a Weighting of One Times (1x) | | |||
| | ■ Antero Resources Corporation ■ Expand Energy Corporation ■ Coterra Energy, Inc. ■ Range Resources Corporation | | | ■ Antero Midstream Corporation ■ APA Corporation ■ Devon Energy Corporation ■ Diamondback Energy Inc. ■ EOG Resources, Inc. ■ Occidental Petroleum Corporation | | | ■ ONEOK, Inc. ■ Ovintiv Inc. ■ Permian Resources Corporation ■ Targa Resources Corporation ■ The Williams Companies, Inc. ■ S&P 500 Index | |
Performance Matrix
In establishing the performance metrics and related payout factors for the absolute and relative TSR matrix, the Committee discussed and considered the goals and objectives of the Company for 2025. The
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