CONTENT INDICES

The Board oversees and evaluates the process for assessing the major risks facing EQT and the related risk mitigation options. These responsibilities include:

• Performing an annual review of EQT’s major risks
• Addressing major risks with management via presentations throughout the year (initiated by management or requested by the Board)
• Delegating oversight for certain risks to Board Committees

Additionally, the Audit Committee of the Board reviews EQT’s major risk exposures and key processes implemented to monitor and control such exposures. When making decisions on behalf of EQT, the Board considers the feedback provided by its respective stakeholders.

To achieve sustainable performance for our stakeholders, the Board is committed to overseeing EQT with integrity, accountability and transparency. The Board welcomes input on how it is doing and provides stakeholders multiple ways to communicate with EQT’s governing body.

The Chair of the Board is a key point of contact within the Board for concerns or inquiries. Other avenues for contacting the EQT Board include:

• Corporate Secretary, investor relations, the executive team and respective websites
• The EQT Compliance Hotline
• Traditional written correspondence

Communications may be made anonymously or confidentially.

While EQT does not maintain a record of concerns communicated to the Board of Directors, EQT has conducted a formal shareholder engagement program since 2010, and we maintain active dialogue with our shareholders year-round. Through our investor relations program, senior executives hold meetings with EQT investors or potential investors to discuss operations, strategy and other critical items as outlined on pages 5-6 of EQT’s 2020 Proxy Statement. Since our 2019 Annual Meeting of Shareholders held in July, management has held over 200 meetings with investors. Executives from the Compensation and Governance functions also meet with interested shareholders to discuss EQT’s pay structure and governance with time devoted to answering shareholder questions and taking suggestions for changes. Our management team uses our annual ESG Report to help guide conversations with investors regarding economic, environmental and social topics. When investors pose specific questions, our management team schedules calls and/or meetings to address their inquiries accordingly.

As described in Stakeholder Engagement and Materiality, the Board values and regularly considers the input and feedback of all stakeholders in its oversight of EQT’s sustainability efforts.

EQT independent director compensation — including descriptions of cash, equity-based and other compensation — as well as related processes, are outlined on pages 32-34 of EQT’s 2020 Proxy Statement.

We also have compensation recoupment, or a “clawback” policy, applicable to executive officers if EQT is required to prepare an accounting restatement due to material noncompliance with any financial reporting mandate under U.S. securities laws. The policy authorizes EQT to recoup certain compensation from covered executives who received equity or non-equity incentive compensation.

Annually, the Corporate Governance Committee reviews, and the entire Board approves, the compensation of our executive officers.

The Management Development and Compensation Committee establishes the target total direct compensation for executive officers by establishing base salaries, setting long-term and annual incentive targets, and approving perquisites. The Management Development and Compensation Committee approves annual and long-term incentive programs on a yearly basis with recommendations from management and an independent compensation consultant. For more information regarding our executive compensation process, see pages 23-24 of EQT’s 2020 Proxy Statement; additionally, pages 39-75 describe the executive compensation program and performance.

Although we have historically engaged in shareholder outreach efforts specifically targeted at discussing EQT’s compensation and governance practices, we did not engage in any compensation discussions with shareholders in 2019. Our Board of Directors was substantially reconstituted following our Annual Meeting of Shareholders in July 2019, and thereafter, a new management team was appointed to lead EQT. The compensation for several of our executives, including our Chief Executive Officer, was not determined until later in the year, and certain of our executives did not join EQT until the end of 2019, including our current Chief Financial Officer who joined our company in January 2020.

Our 2020 say-on-pay voting results indicated 98.3% of votes cast were “for” the proposal.

As discussed above, the Management Development and Compensation Committee considers investor feedback during the design of our long-term incentive programs.

See p. 75 in EQT’s 2020 Proxy Statement.

Our annual total compensation ratio decreased from 49.6:1 for 2018 to less than 0.0001 for 2019. The decrease was the result of the change in management following our 2019 Annual Meeting of Shareholders, following which Toby Z. Rice was appointed as President and Chief Executive Officer, and agreed to total compensation for 2019 in the amount of $1.00, as calculated pursuant to Securities and Exchange Commission rules.