William E. Jordan
EQTAbout William E. Jordan
William E. Jordan serves as EQT’s Chief Legal and Policy Officer and Corporate Secretary. He has been an executive officer at EQT since July 2019, initially as Executive Vice President and General Counsel (July 2019–October 2024) before assuming his current role in October 2024 . His equity alignment is significant: under EQT’s stock ownership guidelines (3x base salary for NEOs), Jordan holds 45.4x his base salary in qualifying holdings as of December 31, 2024 ($21,093,259 vs. $1,395,000 guideline) . On performance-linked pay, the 2022 PSU program paid out at 2.15x based on three-year absolute and relative TSR with an ESG modifier, signaling strong shareholder return alignment over that period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EQT | Executive Vice President & General Counsel | Jul 2019 – Oct 2024 | Executive legal and corporate governance leadership; officer signing authority on SEC filings |
| EQT | Chief Legal and Policy Officer; Corporate Secretary | Oct 2024 – Present | Oversees legal and policy; Corporate Secretary to the Board |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|
Fixed Compensation
- 2024 base salary rate set at $465,000 effective March 4, 2024; salary paid in 2024 per SCT totaled $462,472 .
- 2024 STIP target set at $372,000 (up from $360,000 in 2023) .
- Actual 2024 STIP payout to Jordan was $543,120 (company-wide funding multiple 1.46x) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 450,000 | 450,000 | 462,472 (paid) |
| Target Bonus ($) | 360,000 | 372,000 | |
| Actual STIP Payout ($) | 280,800 | 378,000 | 543,120 |
Performance Compensation
Annual Incentive (STIP) – Design and Outcomes (2024)
- Design aligned to strategic priorities with refinements vs. 2023; increased weighting to EHS intensity improvement (from 15% to 20%) and adjusted gross G&A per Mcfe (from 10% to 15%); free cash flow per share targets set considering commodity prices at plan approval .
- Funding methodology uses threshold/target/maximum (0.5x/1.0x/2.0x) with linear interpolation; 2024 STIP funded at 1.46x; Jordan’s payout: $543,120 .
| Item | 2024 Target | 2024 Actual/Payout |
|---|---|---|
| STIP Target ($) | 372,000 | 543,120 (1.46x funding) |
Design highlights (metrics/weightings):
- EHS intensity improvement weighting increased to 20% (from 15%) .
- Adjusted gross G&A per Mcfe weighting increased to 15% (from 10%) .
- Free cash flow per share metric incorporated with threshold/target/max set vs. commodity backdrop .
Long-Term Incentives (LTIP)
- Award mix (2024): 60% PSUs (TSR-based matrix of absolute and relative TSR, 2024–2026), 40% time-based RSUs vesting pro rata over 3 years; settled in EQT shares .
- 2024 Grants to Jordan (Grant date: Feb 16, 2024):
- Time-based RSUs: 21,770 units; grant-date fair value $750,847 .
- 2024 Incentive PSU Program (target): 32,660 units; maximum 65,320; grant-date fair value $1,309,013 .
- Performance certification: 2022 PSU program paid 2.15x (1.96x TSR outcome x 1.1x net-zero modifier) for the 3-year period ended Dec 31, 2024 .
| LTIP Component | 2024 Structure | Jordan’s 2024 Grant | Vesting/Performance |
|---|---|---|---|
| Time-based RSUs | 40% of LTIP | 21,770 RSUs; $750,847 | Pro rata over 3 years; shares settle at vest |
| PSUs (TSR-based) | 60% of LTIP | 32,660 target; 65,320 max; $1,309,013 | 3-year performance (2024–2026); 0–200% payout on absolute/relative TSR |
| 2022 PSUs | Prior program | Payout multiple 2.15x (company-wide) | Based on TSR outcomes plus net-zero modifier |
Multi-Year Compensation (SCT)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 450,000 | 450,000 | 462,472 |
| Stock Awards (FASB ASC 718) | 2,404,859 | 2,122,676 | 2,059,860 |
| Non-Equity Incentive (STIP) | 280,800 | 378,000 | 543,120 |
| All Other Compensation | 18,300 | 19,835 | 20,665 |
| Total | 3,153,959 | 2,970,511 | 3,086,117 |
Equity Ownership & Alignment
Ownership Guidelines and Compliance (as of Dec 31, 2024)
| Name | Ownership Guideline (x Salary) | Value Required ($) | Actual Multiple | Aggregate Qualifying Value ($) |
|---|---|---|---|---|
| William E. Jordan | 3x | 1,395,000 | 45.4x | 21,093,259 |
- Qualifying holdings include stock, time-vested RSUs, and performance awards with only service conditions remaining; unearned PSUs and options do not count. Guidelines are mandatory with no deadline; net shares from vesting must be retained if below target .
- Security ownership (Feb 3, 2025): Jordan beneficially owned 434,510 EQT shares; none of the shares listed in the table for management are subject to a pledge .
Outstanding Equity Awards (12/31/2024)
| Category | Count | Market/Payout Value ($) |
|---|---|---|
| Unvested RSUs tranche | 12,741 | 587,488 (at $46.11) |
| Unvested RSUs tranche | 123,251 | 5,683,099 (at $46.11) |
| Unvested RSUs tranche | 16,383 | 755,420 (at $46.11) |
| Unvested RSUs tranche | 22,130 | 1,020,414 (at $46.11) |
| Unearned PSUs | 73,734 | 3,399,875 (at $46.11) |
| Unearned PSUs | 66,400 | 3,061,704 (at $46.11) |
| Stock Options | — (no options outstanding) | — |
Vesting activity and potential selling pressure: In 2024, 188,864 shares vested for Jordan with $6,534,010 value realized; 70,159 shares were withheld for taxes upon vesting per policy .
Employment Terms
- Severance Plan (participating NEO): Non-compete 12 months; customer and employee/contractor non-solicit 12 months (24 months apply to CEO) .
- Severance (without cause or for good reason): unpaid prior-year bonus; cash severance = 1x (salary + 3-year avg bonus) paid over 12 months; pro-rated current-year bonus; lump sum equal to 18x monthly COBRA family rate; accelerated vesting of pro-rated time-based awards; continued pro-rated vesting of performance awards (settled based on actual performance) .
- Change in Control (double trigger within 2 years): unpaid prior-year bonus; cash severance = 2x (salary + 3-year avg bonus) paid within 60 days; pro-rated current-year bonus; and equity treatment per plan .
Modeled Termination Benefits (as of 12/31/2024; $46.11 stock price assumption)
| Scenario | Severance Plan ($) | STIP ($) | LTI ($) | Total ($) |
|---|---|---|---|---|
| Company Without Cause | 1,483,469 | — | 8,487,237 | 9,970,706 |
| Executive for Good Reason | 1,483,469 | — | 8,487,237 | 9,970,706 |
| Change in Control (qualifying termination) | 1,854,199 | 543,120 | 11,277,137 | 13,674,456 |
| Death | — | 543,120 | 11,277,137 | 11,820,257 |
| Disability | — | 543,120 | 7,326,657 | 7,869,777 |
Other terms and policies:
- Clawback: NYSE/SEC-compliant policy mandates recovery of incentive-based compensation tied to financial reporting measures in the event of a restatement .
- Retirement/deferred comp: No defined benefit pension or deferred compensation plan; NEOs participate in standard 401(k) similar to other employees .
Investment Implications
- Alignment: Very high skin-in-the-game (45.4x ownership guideline multiple) and no pledged shares reduce misalignment risk; ownership retention requirements further support alignment .
- Incentive structure: Mix emphasizes equity (PSUs 60% with TSR focus; RSUs 40%), with 2022 PSU payout at 2.15x indicating strong TSR delivery; 2024 STIP funded at 1.46x shows above-target annual performance against strategic metrics including cost and EHS intensity .
- Retention vs. selling pressure: Meaningful unvested RSUs/PSUs and ongoing pro-rata vesting support retention; annual vesting cadence and 2024 vesting volume (188,864 shares; $6.53M value realized) create periodic liquidity windows that can translate into Form 4 activity (tax withholdings already reduced float impact) .
- Downside protections: Standard one-times salary+bonus severance (two-times upon double-trigger CoC) moderates retention risk without excessive parachute economics; continued PSU vesting on actual performance avoids windfalls on exit .
Notes: All figures and terms are sourced from EQT’s 2025 Proxy Statement (DEF 14A) and related sections cited above.