Vicky A. Bailey
EQTAbout Vicky A. Bailey
Age 72; independent director of EQT since July 22, 2024 (appointed at Equitrans closing). President of Anderson Stratton International (strategic consulting) since 2005; former U.S. DOE Assistant Secretary (2001–2004) and FERC Commissioner (1993–2000). Prior public company board service includes EQT (2004–2018), Equitrans Midstream (2018–2024), and Cheniere Energy (2005–2023); currently serves on Occidental Petroleum (NYSE: OXY) and TXNM Energy (formerly PNM Resources) boards. Board values her regulatory and senior energy management expertise for policy and transmission oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anderson Stratton International, LLC | President | 2005–present | Strategic consulting and governmental relations |
| U.S. Department of Energy | Assistant Secretary (Domestic Policy & International Affairs) | 2001–2004 | Federal energy policy leadership |
| Federal Energy Regulatory Commission | Commissioner | 1993–2000 | Energy market and transmission regulation |
| EQT Corporation | Director | 2004–2018 | Prior board experience with upstream segment |
| Equitrans Midstream Corporation | Director | 2018–2024 | Midstream operations; designee to EQT board post-merger |
| Cheniere Energy | Director | 2005–2023 | LNG industry governance |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Occidental Petroleum Corp. (NYSE: OXY) | Director | 2022–present | Global E&P exposure |
| TXNM Energy, Inc. (NYSE: TXNM; formerly PNM Resources, Inc.) | Director | 2019–present | Regulated electric utility exposure |
Board Governance
- Committee memberships: Corporate Governance; Public Policy & Corporate Responsibility (PPCR) .
- Committee activity: Corporate Governance met 6 times in 2024; PPCR met 5 times .
- Attendance: Each director attended ≥75% of Board and committee meetings in 2024; independent directors met in executive session five times .
- Independence: Board determined Ms. Bailey is independent under NYSE standards; independence reaffirmed with consideration of Equitrans-related transactions post-acquisition .
- Governance protections: Prohibition on hedging and pledging of EQT securities by directors; majority voting; proxy access; double‑trigger equity vesting on change‑of‑control .
Fixed Compensation
| Component | 2024 Policy Amount | Notes |
|---|---|---|
| Board annual cash retainer | $85,000 | Paid quarterly |
| Independent Chair add’l retainer | $150,000 | In addition to board retainer |
| Committee chair fee (Audit) | $25,000 | If chair |
| Committee chair fee (other committees) | $15,000 | If chair |
| Committee member fee (Audit) | $10,000 | If member |
| Committee member fee (other committees) | $5,000 | If member |
| Special committee fee | $5,000 per special committee | If assigned |
Ms. Bailey’s actual 2024 cash and other compensation (partial year post-appointment):
| Metric | 2024 |
|---|---|
| Fees earned or paid in cash | $42,179 |
| All other compensation (insurance) | $22 |
Performance Compensation
| Award Type | Grant Date | Shares | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (prorated for mid‑year appointment) | Jul 22, 2024 | 4,210 | $151,055 | Vests at 2025 Annual Meeting; forfeitable on voluntary departure pre‑meeting | Dividends credited as additional RSUs; deferrable under DDCP |
Other Directorships & Interlocks
| Company | Relationship to EQT Value Chain | Potential Interlock Risk |
|---|---|---|
| Occidental Petroleum (OXY) | Upstream E&P (oil & gas) | General industry exposure; no EQT‑disclosed related‑party transactions tied to Bailey – |
| TXNM Energy (formerly PNM Resources) | Regulated utilities | Customer/supplier overlap not disclosed; no related‑party transactions tied to Bailey – |
- Time‑commitment policy: Non‑employee directors limited to service on ≤4 public boards (including EQT); Bailey currently serves on 3, within limit .
Expertise & Qualifications
- Deep regulatory and public policy expertise (DOE, FERC), valuable for oversight of regulated transmission/midstream and ESG policy .
- Extensive public company board experience across upstream, midstream, LNG, and utilities .
Equity Ownership
| Holding Type | Quantity | Notes |
|---|---|---|
| Beneficially owned EQT shares (incl. DSUs to be settled in common) | 73,766 | Less than 1% of class; comprised of EQT DDCP DSUs (17,440) and Equitrans DDCP DSUs (56,326) to be settled in EQT common |
| Unvested EQT RSUs (as of Dec 31, 2024) | 4,245 | Includes accrued dividend RSUs; Equitrans designees’ prorated grants |
| EQT DDCP DSUs to be settled in cash | 22,398 | Not counted as beneficial shares |
| Equitrans DDCP DSUs (total outstanding) | 65,841 | Of which 56,326 counted in beneficial shares; 9,515 to be settled in cash |
| Pledging/Hedging | Prohibited | Company policy; no pledges noted in beneficial ownership table |
| Director stock ownership guideline | 5× annual cash retainer; 5‑year compliance window | Company states all non‑employee directors have satisfied or are on‑track |
Governance Assessment
- Strengths: Independent status affirmed post‑Equitrans merger ; strong regulatory acumen; active service on Corporate Governance and PPCR committees aligned with EQT’s ESG and policy oversight ; attendance threshold met in 2024 ; equity‑based director pay and ownership guidelines support alignment; anti‑hedging/pledging policy reduces misalignment risk .
- Compensation mix: Modest cash retainer with standardized committee fees; equity via RSUs vests annually, no options or performance conditions—appropriate for director independence without short‑term incentives .
- Conflicts/related‑party exposure: No Bailey‑specific related‑party transactions disclosed; Board’s Related Person Transaction Policy and RIG Governance Policy provide structured oversight of conflicts elsewhere (e.g., vendor engagements, Quantum affiliations), not tied to Bailey –.
- Workload: Multiple public boards but within EQT limits; monitoring continued engagement and attendance remains prudent .
- Overall signal: Governance posture supportive of investor confidence given independence, policy expertise, alignment mechanisms, and absence of red flags in related‑party dealings or pledging .