Item 10. Directors, Executive Officers and Corporate Governance

Executive Officers

Executive Officers of the Registrant (as of April 29, 2019)

All executive officers have executed agreements with the Company and serve at the pleasure of the Company’s Board of Directors. Officers are elected annually to serve during the ensuing year or until their successors are elected and qualified, or until death, resignation or removal.

Directors

	Philip G. Behrman, Ph.D.	Age 68	Director since July 2008
Retired Senior Vice President, Worldwide Exploration, Marathon Oil Corporation (publicly-traded integrated energy company), October 2000 through July 2008. Member of the Audit Committee, Operating and Capital Efficiency Committee and the Public Policy and Corporate Responsibility Committee. Qualifications. Through his more than 40 years of energy industry experience, including substantial experience in exploration and production business operations, Dr. Behrman brings valuable perspectives with respect to the Company’s production operations. In addition to his significant technical industry expertise, Dr. Behrman also brings extensive business and senior management experience to the Board, having served in various senior management positions with numerous major energy companies throughout his career.

	A. Bray Cary, Jr.	Age 70	Director since July 2008
President, Cary Communications, Inc. (communications consulting company), since 1994. Senior Advisor, West Virginia Office of the Governor, since 2017. Consultant to West Virginia Media Holdings, LLC (media company), January 2016 through January 2017, and retired President, Chief Executive Officer and Director, West Virginia Media Holdings, LLC, from October 2001 through December 2015.

	Christina A. Cassotis	Age 54	Director since November 2018
Chief Executive Officer, Allegheny County Airport Authority, since 2015. Managing Officer, ICF International, Inc., a global commercial aviation consulting firm, 2007 through 2014. Ms. Cassotis has served as a director of S&T Bancorp, Inc. (S&T Bank) (publicly-traded financial services company) since 2017, a member of the board of directors for Visit Pittsburgh, and a member of the International Aviation Women’s Association. Member of the Corporate Governance Committee and the Public Policy and Corporate Responsibility Committee. Qualifications. As the leader of a global commercial aviation consulting firm and Chief Executive Officer of the Allegheny County Airport Authority, Ms. Cassotis brings to the Board significant experience in government affairs, public relations and risk management. Ms. Cassotis has demonstrated that she is a strong, decisive, and strategic leader, bringing extensive experience in assessing the complex relationship between organizations and their competitive operating environments. As an innovative leader, she has experience directing necessary change through organizations, by driving growth and delivering value. Ms. Cassotis is also able to draw on her experience serving as a director of another public company board.

	William M. Lambert	Age 61	Director since November 2018
Non-Executive Chairman of the Board, MSA Safety, Inc. (publicly-traded safety products manufacturer), since June 2018; Chairman of the Board, MSA Safety, Inc. (MSA), 2015 through May 2019; and President and Chief Executive Officer, MSA, from 2008 through June 2018. Mr. Lambert has served as a director of MSA since 2007 and as a director of Kennametal, Inc. (publicly-traded tooling and industrial materials manufacturer), serving as Chair on the board’s Audit Committee and a member of the Nominating and Corporate Governance Committees, since 2016. Member of the Audit Committee and the Management Development and Compensation Committee. Qualifications. Mr. Lambert has extensive executive leadership experience, having served as President and Chief Executive Officer of MSA for approximately 10 years. Mr. Lambert’s experience running MSA, a global leader in the development, manufacture and supply of safety products, including safety products used by the natural gas industry, make him uniquely positioned to offer meaningful oversight of the Company’s safety culture and operations. Additionally, Mr. Lambert brings extensive experience in business strategy, product development, marketing and finance. Mr. Lambert is also able to draw on his governance and industrial experience serving as a director of two other major public companies, as

	Gerald F. MacCleary	Age 65	Director since November 2018
Chief Executive Officer and Chairman, Covestro LLC (formerly Bayer Material Science), since 2018; President of Covestro LLC, 2012 through 2017; and Senior Vice President, Polyurethanes, North America, 2004 through 2017. Mr. MacCleary serves as chairman of the American Chemistry Council’s Board of Directors, as well as a director on several industry boards, including the National Association of Manufacturers and on the Executive Committee for the Society of Chemical Industry. Member of the Audit Committee. Qualifications. Mr. MacCleary has extensive executive leadership experience, most recently serving as the Chief Executive Officer and Chairman of Covestro, LLC. In this role, he leads Covestro’s North American operations and has responsibility for the region’s corporate service functions, including communications, human resources, legal, accounting, information technology and supply chain. He is a leader in the chemical industry, with expertise in sales, marketing, general management and strategic leadership. Mr. MacCleary has a strong financial background, having worked as an accountant early in his career, and has experience navigating the complexities of a commodities business in a highly regulated industry.

	Robert J. McNally	Age 48	Director since November 2018
President and Chief Executive Officer, EQT, since November 2018; Senior Vice President and Chief Financial Officer, EQT, March 2016 through November 2018; director and Senior Vice President and Chief Financial Officer of the general partners of EQM and EQGP, March 2016 through October 2018; director and Senior Vice President and Chief Financial Officer of the general partner of RMP from November 2017 to July 2018. Former Executive Vice President and Chief Financial Officer, Precision Drilling Corporation (a publicly-traded Calgary based oil and natural gas contract drilling, completions, and production services provider), July 2010 through March 2016. Member of the Executive Committee and the Public Policy and Corporate Responsibility Committee. Qualifications. Mr. McNally brings extensive business, leadership, management and financial experience to the Board. Mr. McNally has nearly 25 years of experience in the energy sector. He also has a strong capital markets background, which includes oversight of investments in energy technology start-ups at Kenda Capital LLC; an initial public offering while with Warrior Energy Services Corp.; and several years of investment banking and M&A advisory experience with Simmons & Company International. Mr. McNally’s strong financial and industry experience, along with his deep understanding of the Company’s business operations and culture, enable him to provide unique and valuable perspectives on issues facing the Company.

	Anita Powers	Age 63	Director since November 2018
Retired Executive Vice President of Worldwide Exploration, Occidental Oil and Gas Corporation, 2007 through January 2017; and Vice President, Occidental Petroleum Corporation, 2009 through January 2017. Ms. Powers has served as a director of California Resources Corporation, a publicly-traded producer of oil and natural gas, and as a member of its Health, Safety and Environmental Committee since 2017. Chair of the Operating and Capital Efficiency Committee. Qualifications. Ms. Powers has more than 36 years of experience in the oil and gas industry, having served in various senior roles at Occidental Oil and Gas Corporation, including most recently as Executive Vice President of Worldwide Exploration. Through her extensive industry experience, Ms. Powers brings significant expertise at optimizing the efficiency of operations to drive returns. As a senior geologist, Ms. Powers also brings significant technical expertise to the Board. Ms. Powers is also able to draw on her experience serving as a director of another public company board.

	Daniel J. Rice IV	Age 38	Director since November 2017
Retired Chief Executive Officer and director of Rice Energy (oil and gas exploration company acquired by the Company in November 2017), October 2013 through November 2017; Vice President and Chief Financial Officer, October 2008 through September 2013; and Chief Operating Officer, October 2012 through September 2013. Mr. Rice also served as a director and the Chief Executive Officer of Rice Midstream Management LLC, the general partner of RMP from January 2014 to November 2017. Member of the Public Policy and Corporate Responsibility Committee. Qualifications. Mr. Rice has over a decade of experience in the natural gas industry, having most recently served as the Chief Executive Officer of Rice Energy. Mr. Rice’s services at Rice Energy provide Mr. Rice with significant executive and operational insight into the Company’s production operations generally, and specifically with respect to the assets acquired in Company’s acquisition of Rice Energy. While on the Rice Energy board of directors, Mr. Rice served on its Health, Safety and Environmental Committee. Prior to joining Rice Energy, he served as an investment banker for Tudor Pickering Holt & Co., LLC from February 2008 through October 2008 and as a senior analyst of corporate planning for Transocean Inc. (offshore drilling contractor) from March 2005 through February 2008.

	James E. Rohr	Age 70	Director since May 1996
Chairman of the Board of Directors, EQT, since November 2018; served as EQT’s Lead Independent Director from April 2011 through November 2018. Retired Executive Chairman, The PNC Financial Services Group, Inc. (PNC) (a publicly-traded financial services company), April 2013 through April 2014. Mr. Rohr has served as a director of Marathon Petroleum Corporation (a publicly-traded petroleum product refiner, marketer and transporter), since July 2013, where he currently serves as Chairman of its Compensation Committee and a member of its Audit Committee; and Allegheny Technologies, Inc. (a publicly-traded specialty

	Stephen A. Thorington	Age 63	Director since September 2010
Retired Executive Vice President and Chief Financial Officer, Plains Exploration & Production Company (energy company engaged in the upstream oil and gas business) (now part of Freeport-McMoRan Inc.), September 2002 through April 2006. Mr. Thorington served as a director of the general partner of EQGP from April 2015 through November 2018 and a director of the general partner of EQM from February 2018 to November 2018. Mr. Thorington was a director of KMG Chemicals, Inc. (diversified chemical company), May 2007 through December 2014, at which time he retired from the board at the conclusion of his then-current term. Mr. Thorington also was a director of QRE GP, LLC, the general partner of QR Energy, LP (oil and natural gas production master limited partnership) (now part of Breitburn Energy Partners LP), January 2011 through November 2014. Chair of the Audit Committee and member of the Executive Committee and the Operating and Capital Efficiency Committee. Qualifications. Mr. Thorington has significant experience in energy company management, finance and corporate development, as well as natural gas exploration and production. Mr. Thorington has served in a number of senior management positions with energy industry companies and, earlier in his career, held various senior positions within the investment banking industry. Mr. Thorington also has extensive experience on other public company boards, including service as a member of audit, compensation, conflicts and nominating and corporate governance committees. Mr. Thorington is able to draw upon these diverse experiences to provide guidance with respect to accounting matters, financial markets and financing transactions, exploration and production operations and investor relations.

	Lee T. Todd, Jr., Ph.D.	Age 72	Director since November 2003
Retired President, Lee Todd Consulting, LLC (technology consulting services), October 2014 through April 2016. Dr. Todd was Professor of Electrical Engineering at the University of Kentucky (major public research university), July 2011 through September 2014; and President of the University of Kentucky, July 2001 through June 2011. Chair of the Management Development and Compensation Committee and member of the Corporate Governance Committee and the Executive Committee. Qualifications. Dr. Todd’s past service as President of the University of Kentucky provides valuable leadership and management experience, including experience leading a large organization. Prior to joining the University of Kentucky, Dr. Todd developed a strong reputation as an innovator of emerging technology, having founded and led numerous successful technology companies. Dr. Todd also has experience serving on boards of a variety of public companies, private companies and foundations. These strong leadership and business experiences, along with Dr. Todd’s appreciation for the importance of innovation, enable him to offer a unique perspective with respect to business and technology issues facing the Company.

	Christine J. Toretti	Age 62	Director since October 2015
President, Palladio, LLC (consulting company), since 2011. President, The Jack Company (a natural gas production company), 1988 through 2015; and Chairman and Chief Executive Officer, S.W. Jack Drilling Company (privately-held land-based drilling company), 1990 through 2010. Ms. Toretti serves as Chairman of the board of directors of S&T Bank and has served as a director since 1984. Chair of the Public Policy and Corporate Responsibility Committee and member of the Corporate Governance Committee, the Executive Committee and the Operating and Capital Efficiency Committee. Qualifications. Ms. Toretti has extensive experience in the natural gas industry having been the Chairman and Chief Executive Officer of a large, privately-held, land-based drilling company. In addition to her significant executive leadership and industry experience, Ms. Toretti also brings experience as a public company director, currently serving as the Chairman of the board of directors of S&T Bank. Ms. Toretti also serves on a number of non-profit boards. Ms. Toretti’s leadership skills and industry experience enable her to provide valuable insights into issues facing the Company.

Information about the Audit Committee

Our Audit Committee is a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. A copy of the charter of the Audit Committee is posted on the Company’s website www.eqt.com by clicking on the “Investors” link on the main page and then on the “Corporate Governance” link followed by the “Charters and Documents” link.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that the Company’s directors, executive officers and all persons who beneficially own more than 10% of the Company’s common stock file initial reports of ownership and reports of changes in ownership of the Company’s common stock with the SEC. As a practical matter, the Company assists its directors and executive officers by monitoring transactions and completing and filing Section 16 reports on their behalf. Based solely upon the Company’s review of copies of filings or written representations from the reporting persons, the Company believes that all reports that were required to be filed under Section 16(a) of the Exchange Act were filed on a timely basis during 2018, with the exception of the following. Due to an administrative error by the Company, the Forms 3 filed for Messrs. Lushko, Mitchell and Smith inadvertently omitted one time-based restricted stock unit award granted to each of them in early 2018.

Code of Ethics and Governance Documents

EQT is committed to the highest standards of business integrity and corporate governance. All of our directors, executives and employees must act ethically. We maintain a Code of Business Conduct and Ethics (Code of Ethics) that provides the ethical guidelines and expectations for those conducting business on behalf of EQT and affiliates. The Code of Ethics applies to all directors, officers and employees of EQT.

The Code of Ethics, as well as our Corporate Governance Guidelines and the charters of our Audit, Management Development and Compensation, Corporate Governance, and Public Policy and Corporate Responsibility Committees can be accessed through our website at https://ir.eqt.com/charters-and-documents. These documents are also available to any shareholder who requests them in writing addressed to EQT Corporation, EQT Plaza, Suite 1700, 625 Liberty Avenue, Pittsburgh, PA 15222-3111, Attention: Corporate Secretary. We will disclose any future amendments to, or waivers from, provisions of our Code of Ethics for members of the Board and our officers

on our website as promptly as practicable, as may be required under applicable SEC and NYSE rules. The Corporate Governance Committee of the Board periodically reviews and reassesses the adequacy of our overall corporate governance, Corporate Governance Guidelines and Committee charters.