Our Governance Structure
Our Board of Directors (our Board) is the highest governance body and oversees the management of our business with a focus on policy and strategic direction. We have only one class of voting stock and all directors on our Board are elected annually, reinforcing our Board’s accountability to our shareholders. Additionally, our Board has adopted comprehensive Corporate Governance Guidelines, which, among other things, require that a majority of our directors be independent and our Board annually appoints an independent director to serve as Board Chair. Our Board leadership philosophy, including the responsibilities of our independent Board Chair, are outlined in paragraph 5(g) of our Corporate Governance Guidelines.
As of December 31, 2021, our Board had four standing committees:
- Corporate Governance
- Management Development and Compensation (Compensation Committee)
- Public Policy and Corporate Responsibility (PPCR)
The duties of each standing Board Committee are set forth in a written charter, a copy of which is available on our Governance Documents page.
Consistent with our core values, our Board values diversity and believes it contributes to a variety of viewpoints that improve the quality of dialogue and effectiveness of the Board’s decision-making process, while enhancing overall culture in the boardroom. Details regarding certain diversity characteristics of our Board are included in the chart below.
Our Board benefits from significant gender diversity, with women comprising 50% of our Board as of December 31, 2021. Additionally, female directors serve in key leadership roles, chairing our Board and all four of our standing Board Committees.
Our Board also recognizes the importance of racial and ethnic diversity and is committed to improving such diversity on public company boards. During 2021, we enhanced the racial and ethnic diversity of our Board and now 64% of our directors self-identify as racially, ethnically, or gender diverse. As our Board evolves, racial and ethnic diversity will continue to be an important factor in assessing the Board’s overall mix of skills, experience, background, and characteristics.
EQT Board of Directors Composition and Diversity
 Data as of December 31, 2021. Minority population includes American Indian/Alaska Native, Asian, Black/African American, Hispanic or Latino, or any employee disclosing two or more races.
Two Board-level Committees — the Corporate Governance Committee and the PPCR Committee — are each responsible for evaluating and providing oversight, guidance, and perspective with respect to our environmental, social, and governance (ESG) strategy. Each of these Committees has explicit ESG oversight responsibilities embedded within their formal committee charters.
Our management-level ESG Committee supports the Corporate Governance and PPCR Committees and helps guide and ensure execution of our ESG strategy. The ESG Committee — comprised of our Chief Executive Officer, General Counsel, Chief Financial Officer, and senior leaders from our critical business functions — meets every other week. The ESG Committee reports and makes recommendations regularly to both the Corporate Governance and PPCR Committees on emerging ESG matters. Our full Board also discusses critical ESG topics — such as safety, governance, sustainability, climate change, and other environmental matters — as applicable.
We maintain an annual cash incentive compensation plan in which executives and other employees participate, which we refer to as our Short-Term Incentive Plan (STIP). We also maintain a long-term equity incentive compensation program in which our executives participate, which we refer to as our Incentive Performance Share Unit Program (IPSUP). The incentive compensation opportunities available under these compensation programs are based on our successful achievement of specific financial, operational, and environmental, health, and safety performance measures in the case of the STIP and total shareholder return performance on a relative and absolute basis in the case of the IPSUP. The Compensation Committee of our Board establishes these performance measures annually and reviews our performance against these performance measures before certifying payout of compensation under the programs.
In 2021, the Compensation Committee introduced reduction of greenhouse gas (GHG) intensity as a new performance metric in our STIP. Reduction of GHG intensity is an important component of our ESG strategy and the Compensation Committee believes this environmental performance measure is a meaningful way to link annual incentive compensation opportunity with achievement of our GHG intensity reduction goals. We are proud to report that our year-over-year reduction in GHG intensity from 2020 to 2021 significantly exceeded the target of 4% set forth in our 2021 STIP. For 2022, 25% of our STIP funding continues to be linked to ESG-focused measures — specifically, GHG intensity reduction, safety intensity, and employee days away (restricted or transferred).
In 2021, we announced our goal of achieving net zero GHG emissions from our existing Production segment operations on a Scope 1 and Scope 2 basis by or before 2025. The Compensation Committee incorporated achieving our net zero goal into the 2022 IPSUP by including a performance payout modifier that links a meaningful portion of participant payout opportunity to both (i) achieving our goal of becoming net zero by or before 2025 and (ii) the manner by which net zero is achieved. This payout modifier will result in reduced incentive compensation opportunity if our net zero goal is either not achieved or if it is achieved through the purchase of carbon credits in excess of the benchmark threshold established by the Compensation Committee. The Compensation Committee intended to prioritize environmentally responsible operations and carbon offset generation in achieving net zero. In this regard, a further portion of our executive and senior management compensation opportunity is directly tied to our environmental performance, helping ensure accountability for achieving our emissions targets. For more information about our 2022 STIP and IPSUP and the related performance metrics, see our 2022 Proxy Statement.
ESG Strategy Development and Implementation
To ensure our ESG strategy is, and continues to be, fully informed, our ESG Committee leverages external research and benchmarking, researches ESG best practices, evaluates data trends, and engages stakeholders — all to identify the ESG issues most pertinent to us and to our stakeholders and to identify potential opportunities for improvement. Examples of our stakeholder engagement include external outreach to investors, credit providers, landowners, environmental certification organizations, nongovernmental organizations, and other groups to better understand how we can address key ESG issues and internal outreach to our employees to better understand the impact of our social initiatives. Stakeholder outreach is a standing agenda item for each ESG Committee meeting. For more information on our engagement strategy, see Stakeholder Engagement and Materiality.
Our ESG Committee also assists our executive team and senior management in developing, implementing, and monitoring initiatives, processes, policies, and disclosures in accordance with our ESG strategy. In combination with the Board and Committee oversight described above, the ESG Committee provides input to the Board on strategic direction and works with senior management and specific business departments to coordinate company-wide implementation and execution of our ESG strategy.
Our ESG Committee oversees our ESG reporting process, including coordination with internal subject matter experts as needed. In addition, our Board has an opportunity to review and provide feedback regarding our annual ESG Report.