Robert F. Vagt
EQTAbout Robert F. Vagt
Robert F. Vagt, age 77, is an independent director of EQT, appointed in July 2024 as one of the Equitrans Midstream designees following EQT’s acquisition of Equitrans. He serves on the Audit Committee (designated an “audit committee financial expert”) and the Management Development & Compensation Committee. His prior leadership includes President of The Heinz Endowments and President of Davidson College; he also previously served on the boards of Rice Energy, EQT (2017–2018), and Equitrans Midstream (2018–2024). The Board approved an exception to EQT’s mandatory retirement age so that Mr. Vagt may serve through the 2026 annual meeting in connection with the merger agreement terms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Heinz Endowments | President | 2008–2014 | Non-profit leadership; strategy and governance |
| Davidson College | President | 1997–2007 | Institutional executive leadership |
| Rice Energy Inc. | Director | 2014–2017 | Board service at upstream E&P prior to EQT acquisition |
| EQT Corporation | Director (prior term) | 2017–2018 | Board service pre-Equitrans spin/out |
| Equitrans Midstream Corporation | Director | 2018–2024 | Board service at midstream company acquired by EQT in 2024 |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Kinder Morgan, Inc. (NYSE: KMI) | Director | 2012–present | Large North American energy infrastructure company |
Board Governance
- Independence: The Board determined Mr. Vagt is independent under NYSE standards; in making this determination, the Board considered his prior Equitrans directorship and related Equitrans transactions disclosed in the proxy .
- Committees and expertise: Audit Committee member (audit committee financial expert) and Management Development & Compensation Committee member .
- Attendance and engagement: In 2024, the Board held 5 regular and 7 special meetings; each director attended at least 75% of Board and respective committee meetings. Independent directors met in executive session five times, chaired by the independent Board Chair .
- Leadership structure: EQT separates Chair/CEO roles; independent Board Chair required. Effective immediately after the 2025 annual meeting, Thomas F. Karam will become independent Board Chair .
- Time-commitment limits: Non-employee directors may serve on at most four public company boards (including EQT); Mr. Vagt currently serves on two (EQT and KMI) .
- Trading and alignment policies: EQT prohibits hedging and pledging of EQT securities by directors; a clawback policy applies to executive incentive compensation (context for governance rigor) .
Fixed Compensation
| Component | Program Terms (2024) | Mr. Vagt – Actual 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $85,000 | $44,399 | Prorated—appointed July 22, 2024 |
| Audit Committee member fee | $10,000 | Included above | Member (not Chair) |
| Other committee member fee | $5,000 | Included above | MDC member (not Chair) |
| Independent Chair retainer | $150,000 | N/A | Not applicable |
| All other (insurance, matching gifts) | $44 annual insurance (pro-rated) | $22 | Pro-rated for 2024 start |
Performance Compensation
| Equity Element | Grant Date/Mechanics | Amount/Value | Vesting/Deferral |
|---|---|---|---|
| Director RSUs (annual/prorated) | On appointment (July 22, 2024) received 4,210 RSUs as Equitrans designee | $151,055 grant date fair value | Vests at the 2025 Annual Meeting; dividends credited as additional RSUs; may elect deferral under DDCP |
| Standard annual director RSU size | $210,000 (5,830 RSUs if elected at annual meeting) | Program reference | Grants to mid-year appointees are prorated; unvested RSUs carry no voting rights |
Note: Director equity is time-based (no performance conditions); EQT does not grant stock options to directors .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Kinder Morgan, Inc. (KMI) | Director | Midstream infrastructure peer; EQT’s vertical integration post-Equitrans increases midstream exposure. No transactions with KMI are disclosed in related-party sections; Board affirmed Vagt’s independence . |
Expertise & Qualifications
- Audit committee financial expert designation; financially literate under NYSE rules .
- Extensive energy sector board experience across upstream and midstream; broad executive leadership in public and non-profit sectors .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned EQT shares | 65,059 | As of Feb 3, 2025; less than 1% of class; none pledged . |
| Unvested EQT RSUs | 4,245 | Includes accrued dividends; as of Dec 31, 2024 . |
| Deferred stock units (EQT DDCP) | 4,065 | Settled in EQT common stock upon distribution . |
| Deferred stock units (Equitrans DDCP) | 50,645 | Legacy Equitrans plan (frozen at closing) . |
| Director ownership guideline | 5x annual cash retainer | Each non-employee director has satisfied or is on track within five years; Vagt appointed in 2024 . |
| Hedging/pledging | Prohibited | Corporate trading policy . |
Note on insider filings: We attempted to retrieve Robert F. Vagt’s recent Form 4 transactions for EQT using the insider-trades tool, but the request returned an authorization error (401). This section relies on the proxy’s beneficial ownership disclosures and will be updated with Form 4 data upon access restoration.
Governance Assessment
-
Strengths
- Independent director with deep energy governance experience (including KMI) and designated audit committee financial expert—supports Audit Committee depth .
- Active committee roles (Audit; Compensation), with 2024 committee cadence robust (Audit 7 meetings; Compensation 9 meetings); Board-wide attendance ≥75% reinforces engagement .
- Clean related-party profile; Board explicitly evaluated Equitrans backgrounds and affirmed independence; strong related-person policies and RIG conflict management framework in place (relevant to broader board integrity) -.
- Director equity alignment via RSUs and 5x retainer ownership guideline; hedging/pledging prohibited .
-
Watch items / potential investor questions
- Mandatory retirement age waiver: By-law exception permits service through the 2026 meeting due to merger commitments—reasonable in context, but investors may scrutinize governance exceptions for precedent .
- External board load: Current two public boards align with EQT’s limit (≤4), but continued service at KMI while EQT integrates midstream assets warrants routine conflict oversight; no specific conflicts disclosed .
-
Shareholder signaling
- Say-on-Pay support was 98% at the 2024 annual meeting, indicating strong investor confidence in EQT’s compensation governance framework (broader board signal) .
Director Compensation (2024 actual)
| Metric | Amount ($) |
|---|---|
| Fees earned or paid in cash | 44,399 |
| Stock awards (RSUs, grant-date fair value) | 151,055 |
| All other compensation | 22 |
| Total | 195,476 |
Committee Assignments and Activity
| Committee | Role | 2024 Meetings | Qualifications/Notes |
|---|---|---|---|
| Audit Committee | Member | 7 | Audit committee financial expert; independent . |
| Management Development & Compensation Committee | Member | 9 | Independent; committee meets enhanced independence standards . |
Attendance & Engagement
| 2024 Board Activity | Detail |
|---|---|
| Board meetings | 5 regular; 7 special |
| Executive sessions of independent directors | 5, presided by independent Chair |
| Director attendance | Each director attended ≥75% of Board and assigned committees |
Related-Party & Conflicts
- Board policy and process: Comprehensive Related Person Transaction Approval Policy; Corporate Governance Committee oversight; explicit RIG conflict management policy (contextual to EQT board governance) -.
- Equitrans acquisition: Board increased by three and appointed Equitrans designees (including Vagt); independence determinations explicitly considered Equitrans relationships; detailed commercial flows disclosed for transparency (pre-closing) .
- No transactions involving Mr. Vagt specifically were disclosed .
Director Stock Ownership Guidelines
| Guideline | Requirement |
|---|---|
| Non-employee directors | 5x annual cash retainer within 5 years; all directors satisfied or on track |
Summary Implications for Investors
- Mr. Vagt brings strong financial oversight and sector board experience to a board that is navigating expanded midstream exposure post-Equitrans. His audit expert status and participation on both Audit and Compensation Committees enhance board effectiveness. Independence was affirmatively determined despite Equitrans ties, and no related-party exposures involving Vagt are disclosed. Governance exceptions (retirement age waiver) stem from merger commitments; continued monitoring of potential interlocks (KMI) is warranted, but policies and oversight mechanisms appear robust .