EQT EQT Corporation

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 17, 2019, EQT Corporation (the Company) announced that Todd M. James has been appointed to serve as the Company’s Chief Accounting Officer, effective upon his commencement of employment with the Company on November 4, 2019 (the Commencement Date). From and after the Commencement Date, Mr. James will serve as the Company’s principal accounting officer.

Mr. James, age 37, most recently served as Corporate Controller & Chief Accounting Officer of L.B. Foster Company since April 2018. He previously served as Senior Director, Technical Accounting & Financial Reporting at Rice Energy Inc. (Rice Energy) from December 2014 through its acquisition by the Company in November 2017 and at the Company through February 2018. Prior to joining Rice Energy, Mr. James was a Senior Manager, Assurance at PricewaterhouseCoopers LLP, where he worked from August 2005 to November 2014. Mr. James is a certified public accountant and holds a Master’s Degree in Public Accountancy, a Master’s Certificate, Forensic Accounting and Fraud Investigation, and a Bachelor of Science in Accounting from West Virginia University.

Pursuant to the Company’s offer letter dated October 14, 2019 (the Offer Letter), Mr. James will: (i) have an annual base salary of $304,500; (ii) be eligible to participate in the Company’s Short-Term Incentive Plan; (iii) receive a 2019 long-term incentive award of time-based restricted shares having a grant date value of $346,500, which will be governed by the terms of the Company’s 2019 Long-Term Incentive Plan; and (iv) be eligible to participate in the Company’s long-term incentive program (with a long-term incentive target for 2020 equal to $346,500).  The foregoing is a summary of the material terms of the Offer Letter and is subject to and qualified in its entirety by reference to the complete text of the Offer Letter, a copy of which is filed herewith as Exhibit 10.1, and the terms of which are incorporated into this Item 5.02 by reference.

Mr. James is expected to enter into a confidentiality, non-solicitation and non-competition agreement with the Company, the form of which provides for certain restrictive covenants regarding competition and customer and employee solicitation on the part of the executive for a period of twelve months following separation from employment and for severance payments and benefits in the event of a termination of employment by the Company without “cause,” including (i) continuation of the executive’s base salary for a period of twelve months; (ii) a lump sum cash severance payment equal to (x) the average annual incentive earned for the three full years prior to termination (with appropriate accommodations for executives with shorter tenure), plus (y) $25,000; (iii) a lump sum cash payment equal to the monthly COBRA rate for family coverage, multiplied by 12; and (iv) vesting of then-outstanding time- and performance-based equity awards.

Certain immediate family members of Mr. James are party to previously existing leases with the Company for natural gas exploration and production. During the period of January 1, 2018 through the date hereof, pursuant to the terms of these previously existing leases, the Company made royalty payments to these individuals in the aggregate amount of $1.2 million.

Jeffery C. Mitchell, the Company’s current Principal Accounting Officer, will continue to serve in the role of principal accounting officer until the Commencement Date, at which time Mr. Mitchell will transition into the role of Vice President, Internal Audit.