Thomas F. Karam
EQTAbout Thomas F. Karam
Independent director of EQT since July 2024; age 66. Former Executive Chairman, Chairman & CEO, and President & CEO of Equitrans Midstream; previously EQT Director (2017–2018) and President, Midstream at EQT before the Equitrans spin-off. Deep midstream leadership and integration expertise; designated to become EQT’s Independent Board Chair immediately following the 2025 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equitrans Midstream Corporation | Executive Chairman | Jan 1, 2024 – Jul 22, 2024 | Led through EQT acquisition integration |
| Equitrans Midstream Corporation | Chairman & CEO | Jul 2019 – 2023 | Oversight of Mountain Valley and midstream portfolio |
| Equitrans Midstream Corporation | President & CEO | Sep 2018 – Jul 2019 | Executed separation from EQT |
| EQT Corporation | President, Midstream | Aug 2018 – Nov 2018 (spin-off) | Transitioned midstream to Equitrans |
| EQT Corporation | Director | Nov 2017 – Nov 2018 | Board service prior to spin-off |
| Karbon Partners, LLC | Founder & Chairman | Apr 2017 – Aug 2018 | Midstream investing/operations |
| PennTex Midstream Partners, LP | Founder, Chairman & CEO | 2014 – 2016 (sale of GP) | Built and monetized midstream platform |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other current public company boards | — | — | None reported |
| Equitrans Midstream Corporation | Director | Prior to Jul 22, 2024 | Board service ended at EQT closing |
Board Governance
- Committee assignments: Public Policy & Corporate Responsibility (PPCR) Committee member .
- Board Chair transition: Will assume role of Independent Board Chair immediately after the 2025 Annual Meeting; responsibilities include agenda-setting, executive sessions, shareholder engagement, and crisis management .
- Independence: Board determined Karam is independent under NYSE standards; independence reaffirmed after considering Equitrans-related transactions .
- Attendance & engagement: In 2024 the Board held 5 regular and 7 special meetings; each director attended ≥75% of board and committee meetings; all directors attended the 2024 Annual Meeting; independent directors held 5 executive sessions .
- Years of service on EQT Board: Since July 2024 .
Fixed Compensation
| Component | Structure | 2024 Amount for Karam |
|---|---|---|
| Board member retainer | Cash, paid quarterly | Pro-rated; Fees earned: $39,959 |
| Committee fees | Audit: $10k; Other committees: $5k (members); Audit Chair: $25k; Other Chairs: $15k | Included in fees above (member of PPCR) |
| Independent Board Chair retainer | $150,000 (in addition to member retainer) | Not applicable in 2024 (assumes role post-2025 meeting) |
| Insurance & matching gifts | Life/travel accident premiums; EQT Foundation matching | $22 (insurance premium) |
Performance Compensation
| Equity Award | Grant Details | Vesting | 2024 Value |
|---|---|---|---|
| RSUs (annual grant for directors) | Standard annual grant $210,000; non-employee directors elected in Apr 2024 received 5,830 RSUs; Equitrans designees appointed in Jul 2024 received prorated 4,210 RSUs | Vests at the 2025 Annual Meeting; forfeiture if service ends before vesting | Grant date fair value for Karam: $151,055 |
| Dividends on RSUs | Credited as additional RSUs | Quarterly accruals | Included in unvested RSUs balance |
Notes:
- Director equity awards are time-based; no performance metrics (e.g., TSR/EBITDA) apply to non-employee director grants .
- EQT prohibits hedging and pledging of EQT securities by directors; a clawback policy applies to executive officers (not directors) .
- Equity ownership guidelines for directors: 5× annual cash retainer; each non-employee director has satisfied or is on track within five years .
Other Directorships & Interlocks
- Current public company boards: None .
- Prior Equitrans leadership and board service creates experience and potential perception of interlock; Board assessed and affirmed independence post-acquisition .
- Equitrans acquisition context: EQT paid Equitrans for services pre-closing; Karam received ~$30.9 million severance (cash/equity) at closing of acquisition; obligations include non-compete and non-solicit .
Expertise & Qualifications
- 25+ years in midstream leadership and entrepreneurship, including founding and monetizing PennTex; operational integration experience beneficial for EQT’s vertically integrated model .
- Deep knowledge of Equitrans assets and Appalachian midstream operations .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned EQT shares | 74,187 | Less than 1% of outstanding; no exercisable options |
| Unvested RSUs | 4,245 | As of Dec 31, 2024 (includes accrued dividends) |
| Deferred stock units (EQT DDCP) | 4,065 | Will settle in common stock; no voting/investment power pre-settlement |
| Deferred stock units (Equitrans DDCP) | 1,727 | Will settle in Equitrans-stock equivalents; legacy plan frozen at closing |
| Pledging/Hedging | Prohibited | Corporate Stock Trading Policy bans hedging/pledging by directors |
Insider Trades (Form 4)
| Trade Date | Filing Link | Transaction | Shares | Price/Notes |
|---|---|---|---|---|
| Jul 22, 2024 | https://www.sec.gov/Archives/edgar/data/33213/000110465924082341/0001104659-24-082341-index.htm | Award of director RSUs; tax withholding (F) | Awards 66,448 + 225,056; tax F -113,475 | RSU awards on appointment; taxes withheld at $35.88 |
| Dec 3, 2024 | https://www.sec.gov/Archives/edgar/data/33213/000141588924028395/0001415889-24-028395-index.htm | Open market sale(s) incl. indirect entities | -30,154; -7,008; -8,760 | ~$44.83–$44.95 per share |
| Dec 5, 2024 | https://www.sec.gov/Archives/edgar/data/33213/000141588924028472/0001415889-24-028472-index.htm | Gifts (G) | -6,713; -126,500 | Transfer of beneficial ownership by gift |
| Apr 16–18, 2025 | https://www.sec.gov/Archives/edgar/data/33213/000141588925011017/xslF345X05/form4-04182025_080457.xml | RSU vesting and share delivery | Vests per 2024 RSU terms | Vesting upon 2025 Annual Meeting |
Additional media report: sale reported March 11, 2025 (unverified here); see TradingView summary .
Governance Assessment
-
Strengths
- Independence affirmed; deep midstream expertise beneficial to EQT’s vertically integrated strategy .
- Clear anti-hedging/pledging policy; robust director ownership guidelines (5× retainer) with compliance trajectory .
- Will serve as Independent Board Chair, enhancing independent oversight and shareholder engagement .
- Board/committee attendance thresholds met; active executive sessions of independents .
-
Considerations / RED FLAGS
- Significant severance from Equitrans (~$30.9 million) at time of EQT’s acquisition may raise optics on independence; board addressed and confirmed independence .
- Insider sales in late 2024; monitor ongoing transactions for alignment and signaling (no pledging; some gifts) .
- Prior Equitrans board/operating leadership creates perceived interlock; board’s related party policies and independence review mitigate .
Director Compensation (Structure & 2024 Actual)
| Metric | 2024 Structure | 2024 Actual (Karam) |
|---|---|---|
| Annual cash retainer (Board member) | $85,000, paid quarterly | $39,959 (pro-rated for service from Jul 22) |
| Committee member fees | Audit: $10,000; Other committees: $5,000 | Included in fees; PPCR member |
| Committee chair fees | Audit Chair: $25,000; Other Chairs: $15,000 | N/A in 2024 |
| Independent Board Chair retainer | $150,000 (plus member retainer) | Effective post-2025 Annual Meeting |
| Equity grant (RSUs) | $210,000 annual; prorated if mid-year appointment | $151,055 grant-date fair value for prorated 4,210 RSUs |
| All other compensation | Life/travel insurance premiums; matching gifts | $22 (insurance) |
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 74,187 | <1% of class; no options exercisable within 60 days |
| Vested vs unvested breakdown | Unvested RSUs: 4,245 | Includes accrued dividends; vests at 2025 Annual Meeting |
| Deferred stock units (EQT DDCP) | 4,065 | Settles in common stock; no voting pre-settlement |
| Deferred stock units (Equitrans DDCP) | 1,727 | Legacy Equitrans plan, frozen at closing |
| Ownership guideline compliance | On track per policy | Directors must hold 5× cash retainer within 5 years |
| Pledged shares | None | Company states no pledges; hedging/pledging prohibited |
Related-Party Exposure & Policy Controls
- EQT’s Related Person Transaction Policy and specific governance for Rice Investment Group potential conflicts; no related person transactions requiring disclosure in 2024 beyond those listed (none involve Karam personally) .
- Equitrans-related transactions pre-closing (service payments, note payable to EQM) were disclosed; independence assessments for Equitrans designees (incl. Karam) considered these .
- Corporate anti-hedging/pledging policy; mandatory clawback for executive officers; strong committee independence standards .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay approval: ~98% support, indicating broad investor confidence in EQT’s compensation governance .
Overall: Karam’s appointment as Independent Board Chair, independent status, and midstream expertise strengthen board effectiveness. Optics around Equitrans severance and subsequent insider sales warrant monitoring, but policy frameworks (independence determinations, anti-hedging/pledging, ownership guidelines) and committee structure mitigate conflict risk .