Believes Majority Board Slate Critical to Delivery of Value-Creating
Rice Plan
Toby Z. Rice and Derek A. Rice, shareholders of EQT Corporation
(NYSE:EQT), today announced they have nominated a slate of nine highly
qualified candidates for election to the EQT Board of Directors at EQT’s
Annual Meeting on July 10, 2019. The Rice team has a proven, detailed
business plan for improving EQT’s operations and delivering value for
all EQT shareholders and employees. A presentation outlining the Rice
plan can be found at www.eqtpathforward.com.
“We believe a comprehensive solution is required to effect the
fundamental course correction needed to deliver full value to
shareholders. This approach stands in stark contrast to EQT’s pursuit of
incremental changes to the status quo. Our solution starts with
substantial changes at the board level to oversee our plan to improve
operational performance and transform EQT into the lowest-cost gas
operator in the country,” said Toby Rice. “The majority slate we have
nominated includes highly qualified independent directors with deep
industry experience, four of whom have direct knowledge of EQT’s assets
based on their previous service on the Rice Energy board. We believe our
directors are the right stewards to oversee the implementation of the
Rice plan to lower well costs to levels previously achieved by the Rice
team on EQT’s assets, which we believe will generate $500 million of
annual incremental free cash flow above EQT’s current guidance.”
The Rice team slate consists of nine independent nominees with diverse
skills and backgrounds. Four members of the slate, including current EQT
director Daniel J. Rice IV, provided oversight and guidance in key board
positions at Rice Energy as it achieved the cultural and digital
transformation that led to 95% relative stock price outperformance
compared to its Appalachia E&P peers from its 2014 IPO through its
acquisition by EQT in 2017.1
The Rice team also noted that EQT is attempting to create an uneven
playing field by taking the highly unusual step of requiring, as a
condition to the submission of nominations, that the Rice team’s
nominees consent to being named in EQT’s proxy materials. The Rice team
believes that EQT should either follow the common practice that the Rice
nominees need only consent to being named in the Rice team’s proxy
materials or that EQT’s slate of directors provide the same consent to
appear on the Rice team proxy card so as to create a “universal proxy
card.” The Rice team believes that each side agreeing to the use of a
universal proxy card would reflect best-in-class corporate governance,
as the most qualified directors would be elected, regardless of which
proxy card a shareholder voted on. In the Rice team’s view, EQT’s
actions, like its decision to hold its annual meeting in July rather
than in April as it has for decades, are attempts to manipulate the
corporate machinery to gain a tactical advantage instead of giving
shareholders the opportunity to promptly and fairly have their voices
heard.
The Rice team slate is as follows:
Lydia I. Beebe, 66, currently serves as Principal of LIBB
Advisors LLC, a corporate governance consulting firm. Ms. Beebe
previously held a number of senior roles at Chevron Corporation,
including Corporate Secretary and Chief Governance Officer, from 1995 to
April 2015. Ms. Beebe previously served as Co-Director of Stanford
Institutional Investors’ Forum and as Senior Of Counsel for Wilson
Sonsini Goodrich & Rosati. Currently, Ms. Beebe serves on the Boards of
Directors for Kansas City Southern and Aemetis, Inc. Other previous and
current director experience includes HCC Insurance Holdings, Inc. and a
number of private and charitable organizations, including the Council of
Institutional Investors, the Stanford University Arthur and Toni Rembe
Rock Center for Corporate Governance, and others.
The Rice team believes that Ms. Beebe’s finance, tax and audit
expertise, as well as her extensive corporate strategy and governance
experience, will make her a valuable addition to the Board.
Lee M. Canaan, 62, is the Founder and Portfolio Manager of
private investment management firm Braeburn Capital Partners, LLC.
Additionally, since 2009 Ms. Canaan has served as an independent
traditional and alternative energy industry consultant for various
private, public, and government entities. Currently, Ms. Canaan serves
on the Boards of Directors of Philadelphia Energy Solutions, LLC, and
Panhandle Oil and Gas Inc. Ms. Canaan is a Chartered Financial Analyst.
The Rice team believes Ms. Canaan’s extensive experience in the public
and private capital markets as well as financial analysis, mergers and
acquisitions, and her prior public-company board experience, will
provide significant value to the Board.
Jay C. Graham, 48, currently serves as the Chairman and CEO of
Spur Energy Partners. Mr. Graham served as Chief Executive Officer and
Chairman of the Board of Directors for WildHorse Resources Development
Corporation from September 2016 until it was acquired by Chesapeake
Energy Corporation in February 2019. Previously, Mr. Graham served as
Chief Executive Officer and as a member of the Board of Directors of
Memorial Resource Development Corp. from January 2016 until it was
acquired by Range Resources Corporation in September 2016. Prior to
that, Mr. Graham served as Co-CEO and Co-Founder of WildHorse from June
2013 to January 2016 and President of WildHorse Resources Management
Company since its formation in October 2012 to January 2016.
The Rice team believes that Mr. Graham's expertise and experience in
petroleum engineering, as well as his history of operating oil and
natural gas companies, will make him a valuable and strategic addition
to the Board.
Dr. Kathryn J. Jackson, 61, has served as the Director of Energy
and Technology Consulting for KeySource, Inc., a solutions-oriented
company that provides strategic business consulting, since October 2015.
Prior to that, Dr. Jackson served as Senior Vice President and Chief
Technology Officer of RTI International Metals, a leading US producer of
titanium mill products, from June 2014 to July 2015. Prior to that, Dr.
Jackson was CTO and Senior Vice President of Research and Technology at
Westinghouse Electric Company, LLC, a nuclear plant, fuel and services
company, from 2009 to June 2014 and as the Vice President of Strategy,
Research & Technology from 2008 to 2009. Prior to that, Dr. Jackson
served in a variety of executive positions at Tennessee Valley
Authority, a government agency that provides electricity for business
customers and local power companies, for seventeen years. Dr. Jackson
has served on the Board of Directors at Portland General Electric since
April 2014 and on the Board of Directors of Cameco Corporation since
January 2017. Dr. Jackson previously served as a member of the Board of
Directors of Rice Energy Inc. from April 2017 until its acquisition by
EQT in November 2017. Dr. Jackson holds a Ph.D. and M.S. in Engineering
and Public Policy from Carnegie Mellon University, a Master’s degree in
Industrial Engineering Management from the University of Pittsburgh and
a B.S. in Physics from Grove City College.
The Rice team believes Dr. Jackson’s significant experience serving on a
number of public boards, her technological expertise as well as her
experience with generation facilities and large energy trading and
utility operations will prove essential to the Board.
D. Mark Leland, 57, has served on the Board of Directors of Altus
Midstream Company since November 2018, and on the Board of Directors of
PotlatchDeltic Corporation since February 2018. Previously, Mr. Leland
served as Interim President and Chief Executive Officer of Deltic
Timber, from October 2016 through March 2017. Mr. Leland previously
served in numerous roles with El Paso Corporation and its various
business units including President of El Paso Midstream Group and
Executive Vice President and Chief Financial Officer of El Paso.
Additionally, Mr. Leland served as Senior Vice President and Chief
Operating Officer of the General Partner of GulfTerra Energy Partners,
L.P., from January 2003 to December 2003. Mr. Leland previously served
on the Board of Directors of each of Deltic, Rice Midstream Partners LP,
Kayne Anderson Acquisition Corp., KiOR Inc. and El Paso Pipeline
Partners, L.P.
The Rice team believes that Mr. Leland’s significant experience in the
oil and gas industry from serving in executive positions as well as
through serving on a number of both public and private boards will make
him a valuable addition to the Board.
John McCartney, 66, has served on the Board of Directors
of Huron Consulting Group since October 2004, and as the Board’s
non-executive chairman since May 2010. Mr. McCartney has also served on
the Board of Directors of Datatec Limited since 2007, where he currently
serves as the chairman of the remuneration committee. Previously, Mr.
McCartney served as a member of the Board of Directors of Rice Energy
Inc. from March 2015 until its acquisition by EQT in November 2017. Mr.
McCartney also served on the Board of Directors of Westcon Group, Inc.
from August 1998 to September 2017, serving as chairman both from March
2011 until September 2013 and from January 2001 until March 2009. In
August 2011, Mr. McCartney joined the board of Transco Inc. From May
2009 until February 2015, he served on the Board of Covance Inc. Mr.
McCartney received a B.A. in Philosophy from Davidson College and an MBA
from The Wharton School of the University of Pennsylvania.
The Rice team believes that Mr. McCartney’s service as chairman and vice
chairman of the boards of several public and private companies, as well
as his deep governance and accounting experience make him a valuable
addition to the Board.
Daniel J. Rice IV, 38, has served as a Partner at Rice Investment
Group since May 2018. Prior to that, Mr. Rice served in a number of
positions with Rice Energy, joining the company as Vice President and
Chief Financial Officer in 2008, becoming Chief Operating Officer in
October 2012, and serving as Chief Executive Officer from October 2013
until its acquisition by EQT in November 2017. Mr. Rice also served as
Chief Executive Officer and board director of Rice Midstream Management
LLC, the general partner of Rice Midstream Partners LP, from January
2014 to November 2017. Prior to that, Mr. Rice served as an investment
banker for Tudor Pickering Holt & Co., LLC, an investment and merchant
bank, in 2008, as a senior analyst of corporate planning for Transocean
Inc., an offshore drilling contractor, from 2005 to 2008, and as a
financial analyst for Tyco International plc, a global manufacturing
company, from 2004 to 2005. Mr. Rice has served on the Board of EQT
Corp. since November 2017. Mr. Rice holds a B.S. in Finance from Bryant
University.
The Rice team believes that Mr. Rice’s executive level experience and
his oil and gas industry expertise continue to make him a valuable
member of the Board.
Toby Z. Rice, 37, has served as a Partner at Rice Investment
Group, a multi-strategy fund investing in all verticals of the oil and
gas sector, since May 2018. Prior to that, Mr. Rice served as President,
Chief Operating Officer and a member of the Board of Directors of Rice
Energy Inc. from October 2013 until its acquisition by EQT in November
2017. Mr. Rice had served in a number of positions with Rice Energy, its
affiliates and predecessor entities since February 2007, including
President and Chief Executive Officer of a predecessor entity from
February 2008 through September 2013. Mr. Rice holds a B.S. in Chemistry
from Rollins College.
The Rice team believes that Mr. Rice’s considerable operational,
technological and executive experience in the oil and gas industry will
make him a valuable addition to the Board.
Hallie A. Vanderhider, 61, has served as Managing Director of SFC
Management LP since January 2016. Previously, Ms. Vanderhider served as
Managing Partner of Catalyst Partners LLC, from August 2013 to May 2016.
Prior to that, Ms. Vanderhider served in a number of positions at Black
Stone Minerals Company, L.P. (“Black Stone”), including as President &
Chief Operating Officer and Executive Vice President and Chief Financial
Officer. Prior to Black Stone, Ms. Vanderhider served as Chief Financial
Officer for EnCap Investments from 1994 to 2003. Currently, Ms.
Vanderhider serves on the Board of Directors of Noble Midstream GP LLC,
since September 2016. Previously, Ms. Vanderhider served on the Boards
of Directors of PetroLogistics GP LLC, Mississippi Resources LLC, Bright
Horizons LLC, Grey Rock Energy Management LLC and Black Stone. Ms.
Vanderhider is a Certified Public Accountant and holds a B.B.A. in
Accounting from the University of Texas at Austin.
The Rice team believes that Ms. Vanderhider’s deep management and
operational expertise, including prior roles as COO and CAO in the oil
and industry, as well as her extensive board experience will make her a
valuable asset to the Board.
The Rice team intends to make additional information available to
shareholders, including a preliminary proxy statement, in the near
future.
IMPORTANT INFORMATION
Toby Z. Rice and Derek A. Rice, together with
the other participants named herein (collectively, the “Rice Group”),
intend to file a preliminary proxy statement and accompanying WHITE
proxy card with the Securities and Exchange Commission (“SEC”) to be
used to solicit votes for the election of its slate of highly-qualified
director nominees at the 2019 annual meeting of stockholders of EQT
Corporation, a Pennsylvania corporation (“EQT”).
THE RICE GROUP STRONGLY ADVISES ALL STOCKHOLDERS OF EQT TO READ THE
PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS
WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV,
OR BY CONTACTING D.F. KING & CO., INC., THE RICE GROUP’S PROXY
SOLICITOR, BY PHONE (212-269-5550) OR E-MAIL (RICE@DFKING.COM).
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE
COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON
REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’
PROXY SOLICITOR.
PARTICIPANT INFORMATION
The participants in the proxy solicitation are anticipated to be Toby Z.
Rice, Derek A. Rice, the Rice Energy 2016 Irrevocable Trust (the “Rice
Trust”), Andrew L. Share, Rice Investment Group, L.P. (“Rice
Investment”), Daniel J. Rice III, J. Kyle Derham, William E. Jordan,
Lydia I. Beebe, Lee M. Canaan, Jay C. Graham, Dr. Kathryn J. Jackson, D.
Mark Leland, John F. McCartney, Daniel J. Rice IV and Hallie A.
Vanderhider.
As of the date hereof, Toby Z. Rice beneficially owns directly 400,000
shares of Common Stock, no par value, of EQT (the “Common Stock”), Derek
A. Rice directly and indirectly beneficially owns 272,651 shares of
Common Stock, the Rice Trust directly beneficially owns 5,676,000 shares
of Common Stock, Andrew L. Share, as the trustee of the Rice Trust, may
be deemed to beneficially own 5,676,000 shares of Common Stock that are
beneficially owned directly by the Rice Trust, Daniel J. Rice III
directly and indirectly beneficially owns 1,011,407 shares of Common
Stock, J. Kyle Derham directly and indirectly beneficially owns 50,000
shares of Common Stock, William E. Jordan directly and indirectly
beneficially owns 103,825 shares of Common Stock, John F. McCartney
directly beneficially owns 743 shares of Common Stock and Daniel J. Rice
IV directly beneficially owns 219,609 shares of Common Stock. As of the
date hereof, Mmes. Beebe, Canaan, Jackson and Vanderhider and Messrs.
Graham and Leland and Rice Investment do not own any shares of Common
Stock.
1 Based on Rice Energy’s relative stock price performance
compared to its peers (Antero Resources, Cabot Oil & Gas, CNX Resources,
EQT, Gulfport Energy, and Range Resources) from January 24, 2014, the
date Rice Energy opened for trading, through November 13, 2017, the
closing date of EQT’s acquisition of Rice Energy.
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