Todd M. James
EQTAbout Todd M. James
Todd M. James is Chief Accounting Officer (CAO) at EQT, appointed via an EQT offer letter dated October 14, 2019, which set his role, compensation eligibility, and at-will status . He previously served as Controller and principal accounting officer at L.B. Foster Company (appointed April 9, 2018; age 36 at that time), and earlier held senior accounting roles at EQT/Rice and PwC; he is a Certified Public Accountant with B.S.B.A., a Master’s Certificate in Forensic Accounting and Fraud Investigation, and a Master’s in Public Accountancy from West Virginia University . Company-wide performance pay at EQT is anchored to: short-term incentives weighted to free cash flow per share, capex, cost and EHS goals, and long-term incentives paid in RSUs/PSUs with a three-year total shareholder return (TSR) matrix (absolute and relative) determining PSU payouts .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| L.B. Foster Company | Controller & Principal Accounting Officer | 2018–2019 | Led controllership and principal accounting officer functions at a public industrial company . |
| EQT Corporation / Rice Energy (pre-merger) | Senior Director, Technical Accounting & External Reporting | 2014–2018 | Led technical accounting and SEC reporting across complex transactions for major Appalachian E&P operators . |
| PricewaterhouseCoopers (PwC) | Senior Manager, Assurance | 2005–2014 | Directed audits under SEC/PCAOB/AICPA standards; public company reporting experience . |
External Roles
No public company directorships or external board roles were disclosed for Mr. James in the reviewed company filings .
Fixed Compensation
| Component | Detail | Source |
|---|---|---|
| Base salary (offer at hire) | $304,500 annually (as of 10/14/2019 offer letter) | |
| Annual bonus eligibility (STIP) | Eligible; 2020 target stated as 50% of the midpoint of the position (company STIP terms apply) | |
| Benefits/perquisites | Participation in standard company benefit plans; at-will employment |
Performance Compensation
EQT’s program design (applies company-wide; NEO examples shown for structure and metrics):
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Short-Term Incentive Program (STIP) metrics and weightings | Year | Metric | Weight | Outcome/Payout framing | |---|---|---|---| | 2024 | Free cash flow per share | 30% | Company-level metric under STIP; 2024 funding multiple applied was 1.46x for NEOs . | | 2024 | Total capex spend per Mcfe | 15% | As above . | | 2024 | Adjusted gross G&A per Mcfe | 15% | As above . | | 2024 | Cash operating margin | 10% | As above . | | 2024 | Finding & development costs | 10% | As above . | | 2024 | EHS intensity improvement | 20% | As above . | | 2025 | Free cash flow per share | 30% | 80% financial/operational + 20% EHS for 2025 STIP design . | | 2025 | Total capital expenditures | 20% | As above . | | 2025 | Cash operating costs per Mcfe | 20% | As above . | | 2025 | Production | 10% | As above . | | 2025 | EHS intensity improvement | 20% | As above . |
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Long-Term Incentive (LTIP) structure | Element | Weight | Vesting/measurement | Notes | |---|---|---|---| | PSUs | 60% | Three-year PSU with matrix of absolute TSR (CAGR) vs. relative TSR percentile; 0–2.0x payout | Design used in 2024 and continued for 2025 . | | RSUs | 40% | Pro rata vesting over three years from grant date | Time-based; retention-oriented . |
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Vesting calendar (typical cycle used in NEO section; non-NEO execs generally follow the same plan documents) | Award | Grant timing (illustrative) | Vesting | |---|---|---| | RSU (2024 grants) | Feb 16, 2024 | 1/3 annually on each anniversary (2025, 2026, 2027) . | | PSU (2024 program) | Jan 1, 2024 start | Settles after three-year period ending Dec 31, 2026, based on TSR matrix . |
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (indicative) | SEC Form 4 filings show recurring annual equity awards and tax withholding events for “James, Todd” as an officer of EQT (e.g., Feb 20, 2025; Feb 21, 2024). Aggregated trackers indicate holdings around 86,624 shares after March 4, 2025 transactions (award and tax withholding). Note: aggregator figures are derived from underlying Form 4s. | |
| Ownership guidelines (policy) | CEO: 8x salary; other NEOs: 3x salary. Executives not meeting guidelines must retain net shares from incentive vestings until compliant (policy statement). | |
| Pledging/hedging | EQT’s Corporate Stock Trading Policy prohibits hedging and pledging of EQT securities. | |
| Pledging status (disclosed tables) | 2025 Security Ownership table states none of the listed directors/NEOs’ shares are subject to a pledge; Todd is not a named NEO in the proxy, so individual pledging status for him is not separately disclosed. | |
| Insider selling pressure indicator | Annual RSU vests in Feb with Form 4 “F” tax-withholding entries typically reduce reportable direct holdings, creating predictable post-vest liquidity needs for tax; e.g., entries around March 4, 2025 for “A - Award” and “F - Taxes” for James. |
Related party transactions (governance risk marker):
| Year | Transaction | Amount | Notes |
|---|---|---|---|
| 2022 | Royalty payments under legacy leases to immediate family of Todd M. James | ~$606,000 | Leases predate his employment; reviewed and ratified by Corporate Governance Committee . |
| 2023 | Royalty payments under legacy leases to immediate family | ~$256,000 | Reviewed/ratified per policy . |
| 2024 | Royalty payments under legacy leases to immediate family | ~$152,000 | Reviewed/ratified per policy . |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Employment basis | At-will employment; offer dated Oct 14, 2019 for CAO | |
| Non-compete / confidentiality | Execution of Company’s executive Confidentiality, Non-Solicitation and Non-Competition Agreement required as a condition of equity eligibility | |
| Executive Severance Plan (company-wide) | Plan provides benefits to participating executives upon qualifying termination; “best-net” excise tax cutback (no gross-ups); double-trigger change-in-control treatment for equity under LTIP; definitions of “cause” and “good reason” consistent with market | |
| Clawback | NYSE- and SEC-compliant clawback policy adopted; mandatory recovery of erroneously awarded incentive-based compensation upon an accounting restatement |
Compensation Structure Analysis
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Mix and risk profile
- Shift to 60% PSUs and 40% RSUs for long-term incentives ties more pay to multi-year TSR performance while maintaining retention through time-based RSUs; payout capped at 2.0x to limit risk .
- STIP places 80% weight on financial/operational drivers (FCF/share, capex, costs, production) and 20% on EHS, reinforcing both capital discipline and safety/environmental performance; 2024 funding multiple was 1.46x for NEOs, evidencing pay-for-performance application at the plan level .
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Vesting and liquidity timing
- RSUs vest pro rata over three years (annual February anniversaries for recent grants), creating predictable tax-withholding Form 4 “F” transactions around vest dates; PSUs settle after 3-year TSR periods, which can concentrate equity delivery in performance-end windows .
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Alignment and safeguards
- Mandatory ownership guidelines (3x for non-CEO NEOs) and prohibition on hedging/pledging enhance alignment; new NYSE/SEC clawback further tightens downside governance on incentive pay .
Performance & Track Record
- Career execution
- Deep technical accounting and SEC reporting pedigree (PwC, Rice/EQT) and prior public-company controllership (L.B. Foster) indicate strong financial reporting and controls expertise in complex E&P environments .
- Company performance linkage (comp design)
- LTIP since 2021 focused on a matrix of absolute and relative TSR over three years; STIP centered on free cash flow per share, capex discipline, costs, and EHS, matching investor priorities in gas E&P cyclicality .
Investment Implications
- Pay-for-performance alignment appears robust at the plan level: multi-year TSR PSUs and FCF/cost-focused STIP metrics suggest compensation outcomes track shareholder value creation drivers, which is supportive for governance-sensitive investors .
- Insider flow dynamics: predictable February RSU vests and tax withholdings may create minor, recurring insider supply; monitoring Form 4s around vest dates helps separate routine tax events from discretionary selling signals .
- Related party royalties to Mr. James’ family have trended down (2022: ~$606k; 2023: ~$256k; 2024: ~$152k) and were reviewed/ratified under policy, reducing conflict risk though still a governance watch item .
- Retention risk mitigants include equity-heavy LTIP, ownership guidelines, and standard non-compete and clawback policies; no pledging is allowed under policy, curbing leverage-related misalignment .