ETRN Equitrans Midstream Corporation

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.     )

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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Equitrans Midstream Corporation

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March 8, 2024

Fellow Shareholders,

On behalf of the Board of Directors and management of Equitrans Midstream Corporation, I am pleased to invite you to participate in our annual meeting of shareholders on Tuesday, April 23, 2024, at 9:00 a.m. (ET), to be held virtually via live webcast at www.virtualshareholdermeeting.com/ETRN2024.

Equitrans Midstream is one of the largest natural gas gatherers in the United States and holds a significant transmission footprint in the Appalachian Basin. Our common stock is traded on the New York Stock Exchange under the symbol “ETRN.” Your continued interest in and support of our Company is invaluable and receiving shareholder feedback is instrumental to our future success.

This year you will be asked to vote on several items at our Annual Meeting, including the election of directors; approval of our executive compensation program for 2023 (the ‘say-on-pay’ vote); approval of the Equitrans Midstream Corporation 2024 Long-Term Incentive Plan; approval of an amendment to our Bylaws to reflect new Pennsylvania law provisions regarding officer exculpation; and ratification of the appointment of our independent registered public accounting firm for 2024. The Proxy Statement describes these items in more detail. Your vote is important — please read the proxy materials and follow the voting instructions to ensure your shares are represented at the meeting.

Whether or not you plan to participate in the annual meeting, we encourage you to vote as soon as possible — by telephone, via the Internet, or by completing and signing your paper proxy card or vote instruction form — to ensure that your shares are represented and voted.

Equitrans’ mission is simple — to provide safe, reliable, sustainable, and innovative infrastructure solutions for the energy industry. The principles that guide our behaviors and decisions are based on our five Core Values: safety, integrity, collaboration, transparency, and excellence — and through these values, we work diligently to:

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Create value for our shareholders

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Provide an engaging workplace for our employees

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Preserve and protect the environment

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Support the communities where we live and work

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Natural gas is not only the heart of our business, but also a critical component of the global energy portfolio. With the demand for energy projected to grow, the reality is that natural gas will remain an indispensable link to providing clean, affordable, and reliable energy for decades to come. Further, even as more renewable energy infrastructure is installed, continued natural gas production and infrastructure growth are directly supportive of our nation’s energy security. This important principle was demonstrated with the passing of the Fiscal Responsibility Act of 2023, which declared our Company’s largest organic growth project, the Mountain Valley Pipeline (MVP), as a critical energy infrastructure project. The legislation reflects the many benefits of the MVP in advancing our energy security, bolstering our ability to effectively transition to a lower-carbon economy, and providing energy reliability and affordability for American consumers.

I look forward to reporting on our many successful initiatives and thank you for your investment in Equitrans Midstream and your participation in our Annual Meeting of Shareholders.

Diana M. Charletta​

President & Chief Executive Officer

Notice of Annual Meeting of Shareholders
To Be Held April 23, 2024

WHEN:   The annual meeting of shareholders of Equitrans Midstream Corporation (the Company or Equitrans Midstream) will be held on Tuesday, April 23, 2024, at 9:00 a.m. (Eastern Time) virtually via live webcast at www.virtualshareholdermeeting.com/ETRN2024.

RECORD DATE:   Our Board of Directors has established the close of business on February 16, 2024 as the record date for determining shareholders entitled to receive notice of, and to vote at, the annual meeting and any adjournment or postponement of the meeting.

ITEMS OF BUSINESS:   The following matters will be voted on at the meeting:

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Election of eight directors, each for a one-year term expiring at the 2025 annual meeting of shareholders;

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Approval, on an advisory basis, of the compensation of Equitrans Midstream’s named executive officers for 2023;

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Approval of the Equitrans Midstream Corporation 2024 Long-Term Incentive Plan;

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Approval of an amendment to the Company’s Bylaws to reflect new Pennsylvania law provisions regarding officer exculpation;

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Ratification of the appointment of Ernst & Young LLP as Equitrans Midstream’s independent registered public accounting firm for 2024; and

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Such other business that may properly come before the meeting or any adjournment or postponement of the meeting.

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VOTING:   Please consider the issues presented in the attached proxy statement and vote your shares as soon as possible by following the voting instructions included in the proxy statement.

PARTICIPATING IN THE MEETING:   We will be holding our 2024 annual meeting of shareholders solely via webcast in order to enable shareholders to participate from any location, to provide cost savings to both us and our shareholders, and to reduce the environmental impact of our annual meeting. You will be able to participate in the meeting online, vote your shares electronically and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/ETRN2024. To participate in the meeting, you will need the 16-digit control number on your notice of Internet availability of proxy materials, your voting instruction form or your proxy card. If you plan to participate in the meeting, please follow the instructions under “Additional Information — Participating in the Annual Meeting” on page 78 of the proxy statement.

On behalf of the Board of Directors,

Nathaniel D. DeRose​

Deputy General Counsel & Corporate Secretary
March 8, 2024

 

TABLE OF CONTENTS

​	Proxy Statement Summary	​	​	​	​	i	​	​
​	Item No. 1 — Election of Directors	​	​	​	​	1	​	​
​	Director Nominees	​	​	​	​	3	​	​
​	Corporate Governance and Board Matters	​	​	​	​	8	​	​
​	Board Meetings and Committees	​	​	​	​	8	​	​
​	Compensation Process	​	​	​	​	11	​	​
​	Board Leadership Structure	​	​	​	​	13	​	​
​	Board’s Role in Risk Oversight	​	​	​	​	14	​	​
​	Director Nominations	​	​	​	​	15	​	​
​	Contacting the Board	​	​	​	​	18	​	​
​	Governance Principles	​	​	​	​	18	​	​
​	Compensation Committee Interlocks and Insider Participation	​	​	​	​	22	​	​
​	Directors’ Compensation	​	​	​	​	23	​	​
​	Equity-Based Compensation	​	​	​	​	23	​	​
​	Deferred Compensation	​	​	​	​	23	​	​
​	Stock Ownership Guidelines	​	​	​	​	24	​	​
​	Other	​	​	​	​	24	​	​
​	2023 Directors’ Compensation Table	​	​	​	​	24	​	​
​	Equity Ownership	​	​	​	​	25	​	​
​	Stock Ownership of Significant Shareholders	​	​	​	​	25	​	​
​	Equity Ownership of Directors and Executive Officers	​	​	​	​	26	​	​
​	Executive Compensation Information	​	​	​	​	28	​	​
​	Compensation Discussion and Analysis	​	​	​	​	28	​	​
​	Our 2023 Named Executive Officers	​	​	​	​	28	​	​
​	Executive Summary	​	​	​	​	29	​	​
​	Compensation Philosophy and Practices	​	​	​	​	30	​	​
​	How We Determine Executive Compensation	​	​	​	​	32	​	​
​	2023 Compensation Program Elements	​	​	​	​	36	​	​
​	Other Considerations Important to Our Compensation Program	​	​	​	​	42	​	​
​	Report of the Human Capital and Compensation Committee	​	​	​	​	44	​	​
​	Executive Compensation Tables	​	​	​	​	45	​	​
​	Summary Compensation Table	​	​	​	​	45	​	​
​	2023 Grants of Plan-Based Awards Table	​	​	​	​	46	​	​
​	Narrative Disclosure to Summary Compensation Table and 2023 Grants of Plan-Based Awards Table	​	​	​	​	47	​	​
​	Outstanding Equity Awards at Fiscal Year-End	​	​	​	​	48	​	​
​	Stock Vested	​	​	​	​	49	​	​

​	Potential Payments Upon Termination or Change of Control	​	​	​	​	49	​	​
​	Pay Ratio Disclosure	​	​	​	​	55	​	​
​	Pay Versus Performance	​	​	​	​	56	​	​
​	Employee, Officer and Director Hedging	​	​	​	​	58	​	​
​	Item No. 2 — Advisory Vote on the Compensation of the Company’s Named Executive Officers for 2023 (Say-On-Pay)	​	​	​	​	59	​	​
​	Item No. 3 — Approval of the Equitrans Midstream Corporation 2024 Long-Term Incentive Plan	​	​	​	​	60	​	​
​	Item No. 4 — Approval of an Amendment to the Company’s Bylaws to Reflect New Pennsylvania Law Provisions Regarding Officer Exculpation	​	​	​	​	68	​	​
​	Report of the Audit Committee	​	​	​	​	70	​	​
​	Item No. 5 — Ratification of Appointment of Independent Registered Public Accounting Firm	​	​	​	​	72	​	​
​	Securities Authorized for Issuance Under Equity Compensation Plans	​	​	​	​	74	​	​
​	Equitrans Midstream Corporation Directors’ Deferred Compensation Plan	​	​	​	​	74	​	​
​	Additional Information	​	​	​	​	75	​	​
​	Proposals, Board Recommendations, Vote Required, and Broker Non-Votes	​	​	​	​	75	​	​
​	Corporate Secretary Contact Information	​	​	​	​	76	​	​
​	Notice of Internet Availability of Proxy Materials	​	​	​	​	76	​	​
​	Voting Instructions	​	​	​	​	76	​	​
​	Participating in the Annual Meeting	​	​	​	​	78	​	​
​	Other Matters	​	​	​	​	79	​	​
​	Appendices	​	​	​	​	A-1	​	​
​	Appendix A — Non-GAAP Financial Information	​	​	​	​	A-1	​	​
​	Appendix B — Equitrans Midstream Corporation 2024 Long-Term Incentive Plan	​	​	​	​	B-1	​	​
​	Appendix C — Proposed Amendments to Fifth Amended and Restated Bylaws	​	​	​	​	C-1	​	​

 

 

​	PROXY STATEMENT SUMMARY​	​
​	OUR COMPANY	​
​	Equitrans Midstream Corporation is one of the largest natural gas gatherers in the United States, with a premier asset footprint in the Appalachian Basin. Our Annual Report on Form 10-K for the year ended December 31, 2023 describes our company and the assets and liabilities that comprise our business.	​

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This summary highlights information about Equitrans Midstream Corporation and the upcoming 2024 annual meeting of shareholders. This summary does not contain all the information you should consider. You should read the entire proxy statement before you vote. We sometimes refer to Equitrans Midstream Corporation in this proxy summary and proxy statement as Equitrans Midstream, the Company, we, or us.

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ANNUAL MEETING

VIRTUAL ANNUAL MEETING

We will be holding our 2024 annual meeting of shareholders solely via webcast in order to enable shareholders to participate from any location, to provide cost savings to both us and our shareholders, and to reduce the environmental impact of our annual meeting. We remain sensitive to concerns regarding virtual meetings generally from investor advisory groups and other shareholder rights advocates that have voiced concerns that virtual meetings may diminish shareholder voice or reduce accountability. Accordingly, we have designed the procedures for our virtual meeting format to enhance, rather than constrain, shareholder access, participation and communication, allowing a shareholder to participate fully and equally from any location at no cost to the shareholder. For example, the online format allows shareholders to communicate with us during the meeting so they can ask appropriate questions of our Board of Directors or management in accordance with the rules of conduct for the meeting and the format also allows shareholders to vote electronically. See “Participating in the Annual Meeting” for additional information.

 

Equitrans Midstream Corporation – 2024 Proxy Statement   i

 

MATTERS TO BE VOTED UPON

 

ii   Equitrans Midstream Corporation – 2024 Proxy Statement

 

BOARD AND BOARD COMMITTEES

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Effective January 1, 2024.

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Equitrans Midstream Corporation – 2024 Proxy Statement   iii

 

GOVERNANCE HIGHLIGHTS

BUSINESS HIGHLIGHTS

SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY HIGHLIGHTS

The Company embraces working to conduct business in a socially responsible and ethical manner and recognizes that the long-term interests of shareholders are served by managing environmental, social and governance (ESG) matters important to the Company’s stakeholders and working to be resilient and appropriately positioned in any environment, including a lower-carbon economy. The Company embraces working to conduct business in a socially responsible and ethical manner by respecting all stakeholders and is focused on identifying and executing on ESG and sustainability initiatives while further integrating corporate responsibility and ESG concerns into its business strategy and decision-making throughout the organization.

 

iv   Equitrans Midstream Corporation – 2024 Proxy Statement

 

COMPENSATION HIGHLIGHTS

The Human Capital and Compensation Committee (Compensation Committee) of the Company’s Board of Directors adopted a compensation philosophy and exercises oversight with respect to programs and practices that seek to (i) align total direct compensation (TDC) for our named executive officers (NEOs) using market comparables and other relevant factors; and (ii) deliver transparency and fairness to shareholders, employees and other stakeholders while encouraging sound business strategy and execution that leads to long-term and sustainable shareholder value. At our 2023 annual meeting, our say-on-pay proposal received support from approximately 98% of our shares voted, leading the Compensation Committee to believe our compensation programs and practices have strong shareholder support. The primary components of our 2023 compensation program were:

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See Appendix A for important information regarding the non-GAAP financial measures Economic Adjusted EBITDA (defined below) and free cash flow before changes in working capital.

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The compensation program is designed to provide an appropriate mix of fixed and variable pay to encourage retention and promote creation of long-term and sustainable shareholder value. The program is weighted towards variable pay that requires the Company to achieve well defined performance metrics in order for NEOs to realize performance-based annual and long-term incentives. The charts below reflect the fixed and at-risk components of the 2023 compensation for (i) Mr. Karam, our Chief Executive Officer for 2023, and (ii) our other NEOs. The amounts for each component of TDC set forth in the charts below were calculated in accordance with Securities and Exchange Commission (SEC) rules. TDC,

 

Equitrans Midstream Corporation – 2024 Proxy Statement   v

 

which is not a substitute for the total compensation as reported in the Summary Compensation Table or the Pay Versus Performance disclosure on pages 45 and 56, respectively, of this proxy statement, omits certain other compensation (e.g., 401(k) contributions and perquisites) that is reflected in the Summary Compensation Table. For additional information, including information regarding how total compensation is calculated under SEC rules, see the footnotes accompanying the Summary Compensation Table.

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Amounts shown above reflect the core components of our 2023 executive compensation program and do not include the special, one-time bonus to Mr. Karam described later in the section “Compensation Discussion and Analysis.”

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IMPORTANT DATES FOR 2025 ANNUAL MEETING OF SHAREHOLDERS

Shareholder proposals submitted for inclusion in Equitrans Midstream’s 2025 proxy statement under SEC rules must be submitted in writing and received by Equitrans Midstream’s Corporate Secretary on or before November 8, 2024.

Under Equitrans Midstream’s Fifth Amended and Restated Bylaws (the Bylaws), if a shareholder would like to present a matter not included in Equitrans Midstream’s proxy statement in person at the 2025 annual meeting of shareholders, including nominations for director candidates, advance notice must be submitted in writing and received by Equitrans Midstream’s Corporate Secretary no earlier than the close of business on December 24, 2024, and no later than the close of business on January 23, 2025. Shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees under Rule 14a-19 under the Exchange Act must comply with the requirements of the Company’s Bylaws, including providing the notice required under Rule 14a-19 by January 23, 2025 and complying with the requirements of Rule 14a-19 and Sections 1.09 and 1.10 of the Company’s Bylaws. The Company will disregard any proxies solicited for a shareholder’s director nominees if such shareholder fails to comply with such requirements.

Under Equitrans Midstream’s proxy access Bylaws provision, a shareholder, or group of twenty or fewer shareholders, owning continuously for at least three years as of both the date the notice is received by us and the record date for the annual meeting, shares of Equitrans Midstream representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, may nominate and include in Equitrans Midstream’s proxy statement director nominees constituting the greater of  (i) two and (ii) 20% of the Board of Directors of Equitrans Midstream provided that such nominations are submitted in writing and received by our Corporate Secretary no earlier than the close of business on October 9, 2024 (the 150th day prior to the first anniversary of the date that the Company mailed its proxy statement for the prior annual meeting) and no later than the close of business on November 8, 2024 (the 120th day prior to the first anniversary of the date that the Company mailed its proxy statement for the prior annual meeting).

For additional information, see “Additional Information — Shareholder Proposals and Director Nominations” on page 79 of this proxy statement.

 

vi   Equitrans Midstream Corporation – 2024 Proxy Statement

 

ITEM NO. 1 — ELECTION OF DIRECTORS

The Board of Directors recommends a vote FOR each nominee for the Board of Directors.

Our Board of Directors, sometimes referred to in this proxy statement as the Board or our Board, is presenting eight nominees for election as directors at our annual meeting. All nominees currently serve on our Board of Directors and their current terms will expire at the 2024 annual meeting. Mses. Vicky A. Bailey, Sarah M. Barpoulis, and Diana M. Charletta, and Messrs. Kenneth M. Burke, Thomas F. Karam, D. Mark Leland, Norman J. Szydlowski, and Robert F. Vagt, have been nominated to serve for a term of one year to expire at the 2025 annual meeting, or until their earlier removal or resignation or a successor is duly elected and qualified. Each nominee consents to being named in this proxy statement and to serve if elected. The Board has no reason to believe that any nominee will be unavailable or unable to serve. If any nominee is unable to stand for election for any reason, then the shares represented at our annual meeting will be voted by the persons named as proxies for substitute nominees proposed by the Board, unless the Board decides to reduce its size.

The Board, following the recommendation of the Corporate Governance Committee, selected our eight nominees based on a review of the attributes discussed on page 15 under “Corporate Governance and Board Matters — Director Nominations.” Our Board believes that the nominees, individually and as a whole, possess qualifications consistent with our desired attributes and are providing and will continue to provide management with strong independent oversight as we implement our strategic objectives.

Each of our director nominees brings a unique skill set to the Board of Directors. Notably, all eight of our director nominees are experienced in Energy, Regulatory, Utility and/or Government, with seven of our director nominees having experience in the fields of finance, accounting and/or audit and internal control, and prior experience on the boards of other publicly traded companies.

In addition, certain of our directors have experience in a number of significant areas of focus of the Company, including climate-related experience, based on managerial experience or derived through their board service. The following charts provide an overview of the attributes represented on our Board of Directors by our director nominees, in addition to each director nominee’s competencies included in the director profiles on the following pages.

 

Equitrans Midstream Corporation – 2024 Proxy Statement   1

 

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Experience reflects education, board and/or managerial derived experience in cybersecurity, water-related, climate-related or energy transition opportunities.

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Each nominee must be elected by a majority of the votes cast FOR that director’s election, and votes may not be cumulated. The persons named as proxies will vote FOR the nominees named, unless you vote against, or abstain from voting for or against, one or more of them.

In addition, under our Bylaws, each nominee has submitted an irrevocable conditional resignation to be effective if the nominee receives a greater number of votes against than votes FOR his or her election in an uncontested election. If this occurs, the Board will decide whether to accept the tendered resignation no later than 90 days after certification of the election. The Board’s determination shall be made without the participation of any nominee whose resignation is under consideration with respect to the election. The Board’s explanation of its decision will be promptly disclosed on a Form 8-K furnished to the SEC.

 

2   Equitrans Midstream Corporation – 2024 Proxy Statement

 

Director Nominees

Ms. Bailey has served as President, Anderson Stratton Enterprises, LLC (strategic consulting and government relations), since November 2005, and was previously Vice President and owner, BHMM Energy Services, LLC (a certified minority owned energy facility management company), from January 2006 to 2013. Ms. Bailey has been a director of a director of PNM Resources, Inc. (an investor-owned holding company with two regulated utilities providing electricity and electric services in New Mexico and Texas) since January 2019 where she serves as a member of the Compensation and Human Capital Committee and Chair of the Nominating and Governance Committee; and a director of Occidental Petroleum Corporation (a publicly traded hydrocarbon exploration and petrochemical manufacturing company) since March 2022 where she serves as a member of the Corporate Governance and Nominating Committee and the Sustainability and Shareholder Engagement Committee. She was a director of Cheniere Energy, Inc. (an energy company primarily engaged in liquefied natural gas related businesses) from March 2006 to May 2023 where she served as a member of the Audit and Governance and Nominating Committees; EQT Corporation (EQT) from June 2004 until November 12, 2018, when EQT spun out Equitrans Midstream into a separate publicly traded company (the Separation); and of Cleco Corporation (an energy services company with regulated utility and wholesale energy businesses) from June 2013 through March 2016.

Qualifications: Ms. Bailey has substantial regulatory and senior management experience in the energy industry, having previously served as a commissioner of the Federal Energy Regulatory Commission, President of Cinergy/PSI Energy, Inc. (a regulated utility) (now part of Duke Energy) and commissioner of the Indiana Utility Regulatory Commission. These experiences enable her to provide valuable insights into issues facing the Company’s regulated transmission business, particularly with respect to interacting with regulatory agencies. In addition, Ms. Bailey provides leadership to the Board with respect to energy policy issues, owing to her previous experience as Assistant Secretary for the Office of Domestic Policy and International Affairs at the Department of Energy. Ms. Bailey also draws upon public company board experience in supporting the Company’s strategic efforts.

Ms. Bailey is Chair of the Corporate Governance Committee and a member of the Health, Safety, Sustainability and Environmental (HSSE) Committee.

Ms. Barpoulis is the founder and President of Interim Energy Solutions, LLC (an advisory service firm providing asset management and risk management consulting, and litigation support services to the energy sector) since 2003. She previously served as a director of South Jersey Industries, Inc. (a publicly traded energy services holding company) from April 2012 until its acquisition by Infrastructure Investment Fund on February 1, 2023 where she served as a member of the Audit Committee (serving as Chair since 2017), the Executive Committee, the Strategy and Finance Committee and the Nominating and Governance Committee and she served as a director of SemGroup Corporation (a publicly traded provider of gathering, transmission, storage, distribution, marketing and other midstream services) (SemGroup) from October 2009 through the sale of SemGroup to Energy Transfer, LP in December 2019.

Qualifications: Ms. Barpoulis brings nearly 30 years of experience in the energy industry, significant executive-level leadership experience as well as valuable risk management, business planning and commercial expertise through her work as an energy advisor and consultant through Interim Energy Solutions, LLC and her varied roles of increasing responsibility over more than a decade with PG&E National Energy Group, a company that, among other things, developed, built, owned and operated electric generating and natural gas pipeline facilities. Ms. Barpoulis also brings significant public company board experience from her service on the boards of directors of a number of public companies. Ms. Barpoulis is National Association of Corporate Directors (NACD) Directorship CertifiedTM and is a Board Leadership Fellow, demonstrating her commitment to the highest standards of board leadership and holds a CERT Certificate in Cyber-Security Oversight from Carnegie Mellon University.

Ms. Barpoulis is a member of the Corporate Governance Committee and Chair of the HSSE Committee.

 

Equitrans Midstream Corporation – 2024 Proxy Statement   3

 

Mr. Burke was a Partner at Ernst & Young LLP (EY) (a Big Four accounting firm) from October 1982 through June 2004. Mr. Burke served on the board of directors of Nexeo Solutions, Inc. (a publicly traded global chemical distributor) from November 2011 until its acquisition in March 2019. Mr. Burke also was appointed to the boards of directors of the general partners of EQM Midstream Partners, LP (EQM) and EQGP Holdings, LP (EQGP), both of which were publicly traded master limited partnerships controlled by the Company, in September 2018, serving in such capacities until the Company’s acquisitions of the outstanding public common units of each of EQM and EQGP in June 2020 and January 2019, respectively (the acquisition of outstanding public common units of EQM in June 2020, the EQM Merger). Mr. Burke also served on and chaired the Audit Committees of the boards of directors of the general partners of EQM and EQGP. Mr. Burke served as a director of EQT from January 2012 until the Separation.

Qualifications: Mr. Burke brings over three decades of experience focused on the energy industry, primarily oil and gas. Mr. Burke retired from EY in 2004, where he held a number of leadership positions, including National Energy Industry Director and Partner-in-Charge of the Houston Energy Services Group. He also co-authored the book “Oil and Gas Limited Partnerships: Accounting, Reporting and Taxation.” During his years at EY, Mr. Burke served as audit partner for numerous companies in the oil and gas industry. Mr. Burke also has substantial experience as a director of both public and private companies where he has served on and chaired a number of committees.

Mr. Burke is Chair of the Audit Committee and a member of the Corporate Governance Committee.

Ms. Charletta has served as president and chief executive officer of the Company since January 1, 2024, having previously served as president and chief operating officer of the Company from July 2019 through December 31, 2023 and executive vice president and chief operating officer of the Company from September 2018 through July 2019. She also served as president, chief operating officer, and a director of the general partner of EQM from July 2019 until the EQM Merger (and was executive vice president, chief operating officer and a director from October 2018 to July 2019), as well as executive vice president, chief operating officer and a director of the general partner of EQGP from October 2018 until the closing of the Company’s acquisition of the outstanding public common units of EQGP in January 2019. In November 2022, Ms. Charletta was appointed to the board of directors of the Southern Gas Association (a natural gas trade association).

Qualifications: Ms. Charletta brings to the Board considerable leadership skills and significant, broad-based industry experience developed over the course of her 30-year career in the industry, including experience in both the production and midstream sectors. In 1992, Ms. Charletta began her energy career with Chevron, working first as a roustabout and then as an engineer. She then joined Quicksilver Resources (formerly Mercury Exploration Company) as a petroleum engineer. Ms. Charletta joined EQT in 2002 as a senior pipeline engineer and continued to move through the ranks, having held various management positions with increasing responsibility. Ms. Charletta provides valuable perspectives to the Board on many of the current and future challenges and opportunities facing the Company.

 

4   Equitrans Midstream Corporation – 2024 Proxy Statement

 

Mr. Karam has served as Executive Chairman of the Company since January 1, 2024, having previously served as Chairman of the Board of Directors and Chief Executive Officer of Equitrans Midstream from July 2019 through December 31, 2023. Prior to that, Mr. Karam served as President and Chief Executive Officer of Equitrans Midstream since September 2018 and a member of the Board of Equitrans Midstream since November 2018. Prior to Equitrans Midstream, he served as Senior Vice President, EQT Corporation and President, Midstream from August 2018 until the Separation in November 2018. Mr. Karam also served as the Chairman and Chief Executive Officer of EQM’s general partner from July 2019 until the closing of the EQM Merger, and previously served as Chairman, President and Chief Executive Officer, from October 2018 to July 2019, and as President, Chief Executive Officer and director, from August 2018 to October 2018. In addition, Mr. Karam served as Chairman, President and Chief Executive Officer of EQGP’s general partner from October 2018 through the closing of the Company’s acquisition of the outstanding public common units of EQGP in January 2019, as well as President, Chief Executive Officer and director from August 2018 to October 2018. Mr. Karam served on EQT’s board of directors from November 2017 until the Separation. Mr. Karam was the founder and served as Chairman of Karbon Partners, LLC, which invests in, owns, constructs and operates midstream energy assets, from April 2017 to August 2018. Mr. Karam was the founder and previously served as Chairman and Chief Executive Officer of PennTex Midstream Partners, LP, a publicly traded master limited partnership with operations in North Louisiana and the Permian Basin (PennTex), from 2014 until the sale of its general partner to Energy Transfer Partners in 2016.

Qualifications: Mr. Karam has been a senior executive and entrepreneur in the midstream energy sector for more than 25 years. Preceding PennTex, he was the founder, Chairman and Chief Executive Officer of Laser Midstream Partners, LLC (Laser), one of the first independent natural gas gathering systems in the northeast Marcellus Shale, from 2010 until 2012 when it was acquired by Williams Partners L.P. Prior to Laser, Mr. Karam was the President, Chief Operating Officer and director of Southern Union Company, where he led its successful transformation from a large local distribution company to one of the largest pipeline companies in the United States at the time. Prior to Southern Union Company, Mr. Karam was the President and Chief Executive Officer of Pennsylvania Enterprises and PG Energy, a natural gas utility in central and northeastern Pennsylvania, until its acquisition by Southern Union Company. He began his professional career in investment banking with Legg Mason Inc. and Thomson McKinnon.

 

Equitrans Midstream Corporation – 2024 Proxy Statement   5

 

Mr. Leland served as Interim Chief Executive Officer of Deltic Timber Corporation from October 2016 to March 2017, prior to the company’s merger with Potlatch Corporation to form PotlatchDeltic Corporation (a publicly traded timberland real estate investment trust) (PotlatchDeltic) in February 2018. Mr. Leland has served as a director of PotlatchDeltic since February 2018 where he serves as a member of its Audit Committee and Chair of its Executive Compensation and Personnel Policies Committee. Mr. Leland also served as a director and Chair of the Conflicts Committee and a member of the Audit Committee of Altus Midstream Company (and its predecessor) (a publicly traded midstream company providing gathering processing and transportation services in the Permian Basin) from April 2016 until the company’s merger with BCP Raptor Holdco LP in February 2022 forming Kinetik Holdings Inc. (a publicly traded fully integrated midstream business in the Delaware basin) (Kinetik). Mr. Leland has served as a director of Kinetic since February 2022, where he serves as a member of its Audit Committee and a member of its Corporate Governance and Sustainability Committee. Previously, he served as a director and Chair of the Audit Committee of Deltic Timber Corporation from June 2016 to February 2018 and the general partner of Rice Midstream Partners LP (RMP) from December 2014 until its merger with EQM in July 2018. Mr. Leland served on the board of directors of the general partner of Oiltanking Partners, L.P. (a publicly traded company providing terminaling, storage and transportation of crude oil, refined petroleum products and liquefied petroleum gas) from June 2012 to February 2015 and on the board of directors of KiOR, Inc. (a publicly traded renewables fuel company) from June 2013 to March 2015.

Qualifications: Mr. Leland brings extensive operational and financial experience in the midstream energy industry, having served as President of El Paso Corporation’s (El Paso) midstream business unit from October 2009 to May 2012, and as director of El Paso Pipeline Partners, L.P. from its formation in 2007 to May 2012. Among other senior-level roles at El Paso, Mr. Leland also previously served as Executive Vice President and Chief Financial Officer of El Paso from August 2005 to October 2009. This experience as well as experience on the boards of numerous publicly traded and private energy companies provide significant contributions to the Board.

Mr. Leland is a member of the Audit Committee and Chair of the Compensation Committee.

Mr. Szydlowski served as President and Chief Executive Officer of SemGroup from November 2009 through June 2014, and director of SemGroup from November 2009 through April 2014. Mr. Szydlowski also has served as a director of HF Sinclair Corporation (a publicly traded petroleum refining company) since March 2022 where he serves as a member of the Nominating, Governance and Social Responsibility Committee and the Environmental, Health, Safety and Public Policy Committee. Mr. Szydlowski served as a director of EQT from November 2017 until the Separation and as a director of the general partner of 8point3 Energy Partners, LP (a publicly traded joint venture formed to own and operate solar generation assets) from June 2015 until its acquisition by Capital Dynamics, Inc. in June 2018. He also served as a director of the general partner of JP Energy Partners LP (a publicly traded oil and natural gas company) from July 2014 through March 2017, a director of Transocean Partners, LLC (a publicly traded offshore drilling contractor) from November 2014 through December 2016, and a director of the general partner of NGL Energy Partners LP (a publicly traded company specializing in transportation, storage, blending and marketing of crude oils, natural gas, refined products, renewables and water solutions) from November 2011 through April 2014.

Qualifications: Mr. Szydlowski’s experience at SemGroup and before that as Chief Executive Officer of Colonial Pipeline Company (a refined pipeline system) and elsewhere provides him with significant executive and operational midstream experience. In particular, Mr. Szydlowski has a thorough understanding of the midstream business and midstream customers.

Mr. Szydlowski is a member of the HSSE Committee and a member of the Compensation Committee.

 

6   Equitrans Midstream Corporation – 2024 Proxy Statement

 

Mr. Vagt currently serves as the Lead Independent Director of Equitrans Midstream. Mr. Vagt served as President of Davidson College (an independent liberal arts college) from July 1997 through August 2007, and served as President of The Heinz Endowments (a private philanthropic foundation) from January 2008 through January 2014. Mr. Vagt has served as a director of Kinder Morgan, Inc. (a publicly traded energy infrastructure company) since May 2012, where he serves as a member of the Audit Committee and Chair of its Environmental, Health and Safety Committee. Mr. Vagt previously served as a director of EQT from November 2017 until the Separation and was a director of Rice Energy Inc. (Rice Energy), serving as that board’s independent Chair, Chair of its Health, Safety and Environmental Committee, and a member of the Audit and Nominating and Governance Committees, from January 2014 through EQT’s acquisition of Rice Energy in November 2017. From January 2014 to July 2018, Mr. Vagt also served on the board of directors of the general partner of RMP (acquired by EQM in July 2018), serving as board Chair from December 2014 through November 2017.

Qualifications: Prior to his service to The Heinz Endowments and Davidson College, Mr. Vagt had significant executive and operational oil and gas industry experience, having served as President and Chief Operating Officer of Seagull Energy Corporation (an oil and gas exploration and production company) from 1996 to 1997, as President, Chairman and Chief Executive Officer of Global Natural Resources (a producer of oil and natural gas) from 1992 to 1996 and as President and Chief Operating Officer of Adobe Resources Corporation (an oil and natural gas production company) from 1989 to 1992. Mr. Vagt also served as a director of El Paso Corporation (a provider of natural gas and related energy products) (now part of Kinder Morgan, Inc.) from May 2005 to 2012, where he was a member of the Compensation and Health, Safety and Environmental Committees. Mr. Vagt’s professional background, including operations and management experience in both the public and private sectors, makes him an important advisor and member of Equitrans Midstream’s Board. In addition, Mr. Vagt provides the Board with diversity of perspective gained from service as the President of The Heinz Endowments, as well as from service as the President of Davidson College.

Mr. Vagt is a member of the Audit Committee and a member of the Compensation Committee.

 

Equitrans Midstream Corporation – 2024 Proxy Statement   7

 

CORPORATE GOVERNANCE AND BOARD MATTERS

Board Meetings and Committees

The Board currently has four standing Committees: Audit, Human Capital and Compensation, Corporate Governance, and Health, Safety, Sustainability and Environmental. The Board may from time to time form new Committees, disband an existing Committee and delegate additional responsibilities to a Committee. Our Committees report on their activities to the Board on a routine basis and also make recommendations regarding matters to be approved by the Board. The responsibilities of the Committees are included in written charters, which are reviewed at least annually by the Committees and the Board. All charters may be viewed on the Company’s website at www.equitransmidstream.com by clicking on “About” on the main page and then on “Governance.”

The Company does not have a formal policy of requiring its directors to attend the annual meeting, but the Company encourages them to do so. All of our directors who were standing for re-election participated in the 2023 annual meeting.

In 2023, our Board held 12 meetings, with regular communication between meetings, and each of our directors serving on the Board during 2023 attended at least 91% of the aggregate meetings of our Board and the Committees on which he or she served. The following charts summarize each Committee’s primary responsibilities, membership and number of meetings held in 2023.

 

8   Equitrans Midstream Corporation – 2024 Proxy Statement

 

​	​	Audit Committee				​	​
​	​	Members Kenneth M. Burke (Chair) D. Mark Leland Robert F. Vagt	​	​	Meetings Held in 2023: 6	​	​
​	​	Primary Responsibilities:   The Audit Committee assists the Board by overseeing: ➢ the accounting and financial reporting processes of the Company and related disclosure matters; ​ ➢ the audits of the Company’s financial statements; ​ ➢ the integrity of the Company’s financial statements; ​ ➢ the qualifications, independence, and performance of the Company’s registered public accountants; ​ ➢ the qualifications and performance of the Company’s internal audit function; and ​ ➢ compliance with legal and regulatory requirements, including with the Company’s code of business conduct and ethics. ​ Independence:   Each member of the Committee is independent under the Company’s corporate governance guidelines and applicable New York Stock Exchange (NYSE) listing standards and SEC rules. Each member of the Committee is financially literate. The Board has determined that each of Messrs. Burke, Leland and Vagt qualify as an audit committee financial expert as defined under SEC rules. The designation as an audit committee financial expert does not impose any duties, obligations, or liabilities that are greater than those generally imposed upon a director who is a member of the Committee and the Board. As audit committee financial experts, Messrs. Burke, Leland and Vagt also have accounting or related financial management experience under applicable NYSE listing standards.				​	​

​	​	Human Capital and Compensation Committee				​	​
​	​	Members* D. Mark Leland (Chair) Norman J. Szydlowski Robert F. Vagt	​	​	Meetings Held in 2023: 7	​	​
​	​	* Mr. Leland was appointed chair of the Compensation Committee and Mr. Vagt was appointed a member of the Compensation Committee on April 25, 2023, following Patricia K. Collawn not standing for re-election to the Board. ​				​	​
​	​	Primary Responsibilities:   The Compensation Committee: ➢ oversees the human capital management matters relevant to the Company’s workforce, including workplace health and welfare, talent attraction and retention, pay equity, diversity and inclusion, corporate culture and employee engagement initiatives and other similar programs; ​ ➢ assists the Board in the discharge of its fiduciary responsibilities relating to agreements with, and the fair and competitive compensation of, the CEO and other executive officers; ​ ➢ reviews, approves and makes awards (or, as applicable, makes recommendations to the Board to make awards) under the Company’s incentive compensation and equity-based plans; ​ ➢ provides oversight for the Company’s benefit plans in accordance with the Committee’s Charter and reviews and approves material amendments to and the adoption of new benefit plans; and ​ ➢ prepares a report for inclusion in the Company’s proxy statement for the annual meeting of shareholders. ​ The Committee has the authority, in its sole discretion, to retain or obtain the advice of an independent compensation consultant, outside legal counsel or other personnel. It may also obtain advice and assistance from internal legal, accounting, human resources and other advisors. Pursuant to its Charter, the Committee may delegate authority and responsibilities to subcommittees as it deems proper provided that no subcommittee shall consist of less than two members. Independence:   Each member of the Committee meets the independence requirements of the NYSE and applicable federal securities law, including the rules and regulations of the SEC.				​	​

 

Equitrans Midstream Corporation – 2024 Proxy Statement   9

 

​	​	Corporate Governance Committee				​	​
​	​	Members Vicky A. Bailey (Chair) Sarah M. Barpoulis Kenneth M. Burke	​	​	Meetings Held in 2023: 6	​	​
​	​	Primary Responsibilities:   The Corporate Governance Committee is responsible for: ➢ establishing and recommending to the Board the requisite skills and characteristics to be found in individuals qualified to serve as directors; ​ ➢ identifying individuals qualified to become Board members consistent with criteria approved by the Board; ​ ➢ recommending to the Board the director nominees for each annual meeting of shareholders; ​ ➢ reviewing and recommending to the Board any updates to the Company’s corporate governance guidelines; ​ ➢ recommending Committee membership, including a Chair, for each Committee; ​ ➢ recommending an appropriate compensation structure for the directors, including administration of stock-based plans for the directors; ​ ➢ reviewing plans for management succession for all executive officers other than the CEO (which is overseen by the Board); ​ ➢ recommending director independence determinations to the Board; ​ ➢ providing oversight for the corporate governance of the Company, including in connection with the corporate governance aspects of the Company’s policies, programs and strategies related to corporate social responsibility and sustainability and governance-related factors identified as part of the Company’s evaluation of ESG concerns; and ​ ➢ reviewing related person transactions under the Company’s related person transaction approval policy. ​ Independence:   Each member of the Committee is independent under the Company’s corporate governance guidelines and applicable NYSE listing standards.				​	​

​	​	Health, Safety, Sustainability and Environmental Committee				​	​
​	​	Members* Sarah M. Barpoulis (Chair) Vicky A. Bailey Norman J. Szydlowski	​	​	Meetings Held in 2023: 5	​	​
​	​	* Patricia K. Collawn served as a member of the HSSE Committee until April 25, 2023. ​				​	​
​	​	Primary Responsibilities:   The HSSE Committee: ➢ provides oversight with respect to the Company’s approach to health, safety (including physical security), sustainability and environmental policies, programs and initiatives; ​ ➢ reviews the overall adequacy of, and provides oversight with respect to, HSSE policies, programs, procedures and initiatives of the Company, including, without limitation, the Company’s emergency response preparedness; ​ ➢ periodically reviews reports from management with respect to significant risk exposures related to HSSE (including, without limitation, risks relating to energy transition, emissions and climate change, as well as biodiversity matters) and provides feedback to management regarding its approach to monitoring, controlling and reporting on such matters, and apprises the Board of its engagement with management with respect to such matters; ​ ➢ reviews and discusses with management the status of HSSE issues, including compliance with applicable laws and regulations, results of internal compliance reviews and remediation projects; and ​ ➢ ensures that appropriate HSSE goals are in place and evaluates the Company’s progress toward those goals. ​				​	​

 

10   Equitrans Midstream Corporation – 2024 Proxy Statement

 

Compensation Process

In discharging the Board’s responsibilities relating to compensation of the Company’s executive officers, the Compensation Committee recommends, and the Board approves, the target TDC for NEOs by establishing base salaries and setting short-term (bonus) and long-term incentive targets. This process includes consideration of the items discussed in more detail in the section titled “Compensation Discussion and Analysis — Determination of Target Total Direct Compensation (TDC)” below. When appropriate, the Compensation Committee also provides certain limited perquisites and other benefits to executive officers and other key employees.

The Compensation Committee, with the approval of the Board,approves the plan designs and performance metrics for all of the Company’s short-term and long-term incentive programs. The Compensation Committee also sets target and maximum metrics and related payouts under the Company’s programs for executive officers and reviews the appropriateness of these for all other Company personnel. After completion of the performance period, the Compensation Committee reviews actual performance in comparison to established metrics to determine the amount of short-term and long-term incentive awards earned for each executive officer and for other Company personnel in total.

The Compensation Committee has retained the services of Pay Governance LLC (Pay Governance) as its independent compensation consultant to aid the Compensation Committee in performing its duties. Representatives of Pay Governance provided the Compensation Committee with market data and counsel regarding executive officer compensation programs and practices, as discussed in more detail in the section titled “Compensation Discussion and Analysis” below. Representatives of Pay Governance do not make recommendations on, or approve, the amount of compensation for any executive officer. The Company has affirmatively determined that no conflict of interest arose or has arisen in connection with the work of Pay Governance as compensation consultant for the Compensation Committee.

The Company’s compensation process includes discussions among the members of the Compensation Committee, other independent directors of the Board, management and Pay Governance. The Compensation Committee always seeks approval of the Board with respect to the total direct compensation for each executive officer.

Certain executive officers may review information with the Compensation Committee during meetings and may present management’s views or recommendations. The Compensation Committee evaluates these recommendations including, if desired, in consultation with Pay Governance, and takes them into consideration when making the Compensation Committee’s decisions and recommendations. When establishing TDC for executive officers and reviewing actual performance against established metrics, the Compensation Committee considers the CEO’s compensation recommendations. The CEO does not participate in Compensation Committee or Board deliberations about his or her compensation.

The Compensation Committee has delegated limited authority to the CEO, in his or her capacity as a director of the Company, to issue special bonus payments and grant certain long-term incentive awards under the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan (as amended, the 2018 LTIP). These awards must follow established guidelines, are reviewed by the Compensation Committee on a quarterly basis, and include New Hire, CEO, Retention, Discretionary New Hire Awards and Promotion Awards.

The Compensation Committee has approved a pre-established basket to provide for off-cycle New Hire and Promotion awards pursuant to the following guidelines:

➢

Individuals hired or newly promoted into a long-term incentive program eligible position after the annual grant date who would have qualified for a grant may be awarded restricted shares or units prorated, based upon the long-term incentive program target for the position. Under this limited authorization, individual grants may not exceed $75,000.

​

The Compensation Committee has also approved a pre-established basket to provide for CEO Awards, Retention Awards, and Discretionary New Hire Awards to individuals pursuant to the following guidelines:

➢

CEO Awards are for the purpose of recognizing individual performance as follows:

​

◦

Individuals who have received 2018 LTIP grants as part of the annual award cycle are eligible to receive cash awards limited to $20,000 per employee per grant.

​

 

Equitrans Midstream Corporation – 2024 Proxy Statement   11

 

◦

Individuals who have not received 2018 LTIP grants as part of the annual award cycle are eligible to receive Company restricted units, cash or any combination thereof with the award value limited to $20,000 per employee per grant.

​

➢

Retention Awards are for the purpose of addressing compensation for key personnel who have been offered employment outside the company with more favorable equity-based compensation arrangements. Individual grants may not exceed $25,000.

​

➢

Discretionary New Hire Awards consisting of restricted stock units may be made to newly hired employees not otherwise entitled to a New Hire award discussed above on the condition that no award exceeds $25,000 per employee per grant.

​

Executive officers are not eligible for awards under the CEO’s delegated authority described above.

The Compensation Committee has not delegated its authority to award equity to any other executive officer.

We provide additional information regarding the Compensation Committee and the Company’s policies and procedures regarding executive compensation below under “Compensation Discussion and Analysis.”

 

12   Equitrans Midstream Corporation – 2024 Proxy Statement

 

Board Leadership Structure

While Mr. Karam previously served as both the CEO and Chairman of the Board, with the concurrence of the Board, effective January 1, 2024, Mr. Karam transitioned to an executive chairman role and consequently, the roles of CEO and Chairman are now separated. Previously, in July 2019, the Board concluded that combining the functions of Chairman and CEO was the most effective leadership structure for the Company and appointed Mr. Karam as the Chairman of the Board. The Board reaffirmed its conclusion in April 2023 and, based on a recommendation of the Corporate Governance Committee, reappointed Mr. Karam as Chairman of the Board for a term expiring at the Board’s 2024 annual meeting. As described in the Company’s corporate governance guidelines, the Board of Directors believes that the functions of the Chairman of the Board are distinct from those of the CEO but that both functions may be effectively performed by the same individual. From time to time, generally in connection with succession planning, the Board will consider whether the Chairman and the CEO should be separate, and if separate, whether the Chairman should be an outside director or an inside director. The Board believed that combining the roles of CEO and Chairman provided the Company and the Board with strong leadership, while promoting appropriate independent oversight of management, with a strong Lead Independent Director in Mr. Vagt and a board structure that is 75% independent. In addition, a combined Chairman and CEO allowed the Company to communicate its business, strategy and value to shareholders, investors, employees, other stakeholders, regulators and the public with a single voice.

Under the Company’s corporate governance guidelines, when the Board does not have an independent Chairman, the Board must designate an independent director as the Lead Independent Director. The Lead Independent Director’s exclusive duties are described in the box on this page.

A Lead Independent Director’s term is generally for one year, but an individual may serve multiple consecutive terms as the Lead Independent Director if recommended by the Corporate Governance Committee and approved by the Board.

In April 2023, the Board, based on a recommendation from the Corporate Governance Committee, re-elected Mr. Vagt to serve as Lead Independent Director of the Board for a one-year term. Mr. Vagt has held this position since the Separation.

 

Equitrans Midstream Corporation – 2024 Proxy Statement   13

 

Board’s Role in Risk Oversight

The Company faces a variety of risks, including operational, financial, strategic, and reputational risks. The Board, acting as a whole and through its committees, oversees the Company’s processes for assessing and managing these risks, while management is responsible for the day-to-day management of these risks. Board oversight is conducted primarily through the Audit Committee’s oversight of the Company’s process for assessing major risk exposures and the policies management has implemented to monitor and control such exposures, which includes the Company’s utilization of its Enterprise Risk Committee (ERC), which is a cross functional team of senior management that is responsible for the identification and evaluation of risks. The Board annually reviews the Company’s enterprise risks identified by management. Board oversight also is conducted through the HSSE Committee’s oversight of significant health, safety, sustainability and environmental risks, and also through the other committees of the Board, as appropriate. In fulfilling its risk oversight role, the Board must consider whether the risk management processes designed and implemented by our management are adequate and functioning as designed to identify our risk exposures and to elevate major and emerging risks for discussion at the Board level.

With the oversight of the Board, our management team has implemented practices, processes and programs designed to identify a broad range of risks that affect the Company, their probability and severity, and to help manage the risks to which the Company is exposed. Through the ERC, the Company uses a structured and systematic approach to identify and evaluate risks with potential to have a financial or strategic impact on the business, which results are reported to the Board. The ERC identifies and evaluates risks based on likelihood, impact, mitigation effectiveness, velocity/time horizon, inherent risk, and residual risk.

In furtherance of the Board’s oversight responsibilities and the Company’s day-to-day management of risk, Company management meets as needed with external advisors to discuss risks applicable to the Company and obtains perspectives which inform management’s discussions with the Board.

​	​	The Board	​	​
​	​	➢ Reviews the major risks facing the Company and delegates oversight of certain major risks to applicable Board Committees ​	​	​
​	​	➢ Reviews the options for mitigating major risks facing the Company ​	​	​

While the full Board has overall responsibility for risk oversight, our board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk and regarding risk-related processes.

​

​

Audit Committee ➢ Discusses the Company’s process for assessing major risk exposures and the guidelines and policies management has implemented to monitor and control such exposures, including the Company’s financial risk exposures, including financial statement risk and such other risk exposures as may be delegated by the Board to the Committee for oversight, and the Company’s risk management guidelines and policies ​ ➢ Reviews the integrity of the Company’s financial statements ​ ➢ Reviews the qualifications, independence and performance of the Company’s registered public accountants ​ ➢ Reviews the qualifications and performance of the Company’s internal audit function ​

​

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Corporate Governance Committee ➢ Oversees governance of the Company, including its director compensation structure, and is committed to governance that is in full compliance with law, reflects good corporate governance, encourages flexible and dynamic management without undue burdens and effectively manages the risks of the business and operations of the Company ​ ➢ Identifies board nominees of the highest possible caliber to provide insightful, intelligent, and effective guidance to management ​ ➢ Reviews plans for management succession ​ ➢ Reviews periodically and makes recommendations regarding the Company’s risks as may be delegated to the Committee by the Board ​

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14   Equitrans Midstream Corporation – 2024 Proxy Statement

 

​

​

Human Capital and Compensation Committee ➢ Oversees the performance of an annual risk assessment of the Company’s compensation policies and practices ​ ➢ Reviews periodically and makes recommendations regarding the Company’s risks as may be delegated to the Committee by the Board ​

​

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​

​

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Health, Safety, Sustainability and Environmental Committee ➢ Provides input and direction to management and the Board about the Company’s approach to health, safety (including physical security), sustainability and environmental policies, programs and initiatives (including those relating to the Company’s emergency response preparedness), and reviews the Company’s activities in those areas ​ ➢ Reviews periodically reports and makes recommendations regarding the Company’s significant HSSE risks (including, without limitation, risks relating to energy transition, emissions and climate change, as well as biodiversity matters) and other risks as may be delegated to the Committee by the Board ​ ➢ Maintains awareness of, and provides updates to the Board with respect to, current trends, developments, research, and other emerging issues relating to HSSE which affect or which could affect the Company, including trends in legislation, proposed regulations and industry best practices ​

​

​

​	​	Management	​	​
​	​	➢ The ERC is composed of certain executive officers and other members of management who oversee day-to-day risk management, meets quarterly (or more frequently as desirable) throughout the year to review the full set of risks, prioritize and address the Company’s major risk exposures and consider new or emerging risks, the results of which are reported to the Board ​ ➢ The Company’s Risk Manager, with support from the Strategic Planning and IT teams, facilitates ERC meetings to evaluate new or previously identified risks, their classifications, and emerging or impactful issues or events. The ERC reviews and scores new or previously identified risks in each classification and uses a formula-based approach to determine the inherent risk of each issue ​ ➢ The ERC (a) identifies, assesses, and recommends mitigation efforts with respect to key enterprise risks and emerging risks of the Company and its subsidiaries and (b) provides guidance for enterprise risk management activities. The activities of the ERC are subject to oversight by the Company’s Audit Committee ​ ➢ The Risk Manager also reports periodically to the Board or designated Board committees regarding the status of enterprise risk management activities, including the results of periodic risk assessments ​	​	​

Director Nominations

The responsibilities of the Corporate Governance Committee include identifying and recommending to the Board for approval the requisite skills and characteristics to be found in individuals who will serve as members of the Board. The Committee strives to ensure that the Board consists of individuals from diverse educational and professional experiences and backgrounds who, collectively, provide meaningful counsel to, and effective oversight of, management. The Corporate Governance Committee reviews the qualifications and backgrounds of the directors, as well as the overall composition of the Board, and recommends to the Board for approval the slate of directors to be recommended for nomination for election at the Company’s annual meeting of shareholders.

When assessing new director candidates for nomination, regardless of who recommends the candidate for consideration, the Corporate Governance Committee will consider the background, diversity, personal

 

Equitrans Midstream Corporation – 2024 Proxy Statement   15

 

characteristics and business experience of the candidate against the ideal attributes identified below. Candidates generally possessing these attributes are further evaluated against the current needs of the Company to determine the appropriate fit in light of overall Board composition. The Corporate Governance Committee reviews the attributes from time to time and recommends revisions for approval by the Board as the Corporate Governance Committee considers appropriate.

As indicated in the Corporate Governance Committee’s charter, the Corporate Governance Committee will consider, in its normal course, submissions from shareholders in making its recommendations for director nominees. Any shareholder desiring to recommend an individual to serve as a director of the Company should submit the information listed below to the Corporate Governance Committee Chair, care of the Corporate Secretary. The Corporate Governance Committee will consider recommendations received no earlier than the close of business on December 24, 2024 and no later than the close of business on January 23, 2025. Shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees under Rule 14a-19 under the Exchange Act must comply with the requirements of the Company’s Bylaws, including providing the notice required under Rule 14a-19 by January 23, 2025 and complying with the requirements of Rule 14a-19 and Sections 1.09 and 1.10 of the Company’s Bylaws. The Company will disregard any proxies solicited for a shareholder’s director nominees if such shareholder fails to comply with such requirements.

A submitting shareholder must provide the following:

➢

The information required by Sections 1.09 and 1.10 of the Company’s Bylaws (a copy of which will be provided to any shareholder upon written request to the Corporate Secretary), including, but not limited to, (i) the proposing person’s timely written notice; (ii) the nominee’s written questionnaire with respect to the background and qualifications of such nominee and the background of any other person or entity on whose behalf the nomination is being made; (iii) a written representation and agreement of the nominee in the form provided by the Corporate Secretary; and (iv) the nominee’s executed irrevocable conditional resignation letter.

​

 

16   Equitrans Midstream Corporation – 2024 Proxy Statement

 

➢

Updates and supplements to any information previously submitted to the Corporate Secretary.

​

➢

With respect to solicitations under Rule 14a-19, reasonable evidence, including the shareholder’s certification, that it has met the requirements of Rule 14a-19(a)(3).

​

➢

In addition, the Company may require the shareholder to provide such further information as the Company may reasonably request and may require any proposed nominee to submit to interviews with the Board or any committee thereof.

​

Additionally, as set forth in Section 1.11 of the Company’s Bylaws, a shareholder, or group of twenty or fewer shareholders, in each case owning continuously for at least three years as of both the date the notice is received by the Company and the record date for the annual meeting, shares of the Company representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, may nominate and include in the Company’s proxy statement director nominees constituting the greater of  (i) two and (ii) 20% of the Board, provided that such nominations are submitted in writing and received by the Company’s Corporate Secretary not earlier than the close of business on October 9, 2024 (the 150th day prior to the first anniversary of the date that the Company mailed its proxy statement for the prior annual meeting) and not later than the close of business on November 8, 2024 (the 120th day prior to the first anniversary of the date that the Company mailed its proxy statement for the prior year’s annual meeting) and include the following:

➢

The information required by Sections 1.09 and 1.10 of the Company’s Bylaws (a copy of which will be provided to any shareholder upon written request to the Corporate Secretary), including, but not limited to, (i) the proposing person’s timely written notice; (ii) the nominee’s written questionnaire with respect to the background and qualifications of such nominee and the background of any other person or entity on whose behalf the nomination is being made; (iii) a written representation and agreement of the nominee in the form provided by the Corporate Secretary; and (iv) the nominee’s executed irrevocable conditional resignation letter.

​

➢

The information required by Section 1.11 of the Company’s Bylaws, including, but not limited to, (i) all other questionnaires required of the Company’s directors; and (ii) such additional information as is necessary to permit the Board to determine that the director nominee is independent and that the nominee’s service as a member of the Board would not violate any applicable law, rule or regulation, or the NYSE listing standards.

​

Please see “Corporate Secretary Contact Information” under the caption “Additional Information” on page 76.

 

Equitrans Midstream Corporation – 2024 Proxy Statement   17

 

Contacting the Board

Interested parties may communicate directly with the Lead Independent Director (and with independent directors, individually or as a group, through the Lead Independent Director) by sending an email to ETRNPresidingDirector@equitransmidstream.com. You may also write to the Lead Independent Director, the entire Board, any Board Committee, or any individual director by addressing such communication to the applicable director or directors, care of the Corporate Secretary, at Equitrans Midstream Corporation, 2200 Energy Drive, Canonsburg, Pennsylvania 15317. The Corporate Secretary will open the communication and promptly deliver it to the Lead Independent Director or the named director, unless the communication is junk mail or a mass mailing.

Governance Principles

The Company maintains a corporate governance page on its website that includes key information about its corporate governance practices, including its corporate governance guidelines, code of business conduct and ethics, and charters for each Committee of the Board. The corporate governance page can be found at www.equitransmidstream.com, by clicking on the “About” link on the main page and then on the “Governance” link. The Company will provide copies of its corporate governance guidelines, code of business conduct and ethics, and any of the Board Committee charters upon written request by a shareholder to the Corporate Secretary. See “Corporate Secretary Contact Information” under the caption “Additional Information.”

 

18   Equitrans Midstream Corporation – 2024 Proxy Statement

 

The Board is committed to strong corporate governance practices. Through the Corporate Governance Committee, the Board monitors its corporate governance policies and practices against evolving best practices. Below are highlights of some of our corporate governance policies and practices.

​	​	Corporate Governance Highlights	​	​
​	​	➢ The Board has adopted corporate governance guidelines ​ ➢ Our directors are elected annually for a term of one year ​ ➢ We have a Lead Independent Director with defined duties ​ ➢ Six of the eight members of the Board are independent of the Company and its management ​ ➢ The Board’s independent/non-management directors meet regularly in executive session, and the Lead Independent Director presides over and sets the agenda for sessions of the independent/non-management directors ​ ➢ All members of each of the Audit, Compensation, Corporate Governance and HSSE Committees are independent of the Company and its management ​ ➢ Each of the Audit, Compensation, and Corporate Governance Committees has a charter that meets applicable legal requirements and reflects good corporate governance ​ ➢ The HSSE Committee has a charter that reflects good corporate governance ​ ➢ The Board and each Board Committee engage in annual self-assessments ​ ➢ The Company’s directors are encouraged to participate in educational programs relating to corporate governance and business-related issues, and the Company provides funding for such activities ​ ➢ The Company has a code of business conduct and ethics applicable to all employees and directors of the Company ​ ➢ Our Bylaws require that any nominee for election to the Board who does not receive a majority of the votes cast in favor of that director’s election to the Board in an uncontested election must tender his or her conditional resignation to the Board ​ ➢ The Company has robust stock ownership requirements for executive management and the members of the Board ​ ➢ A director may not be nominated for re-election to our Board after the director has 12 years of service on our Board ​ ➢ Our Bylaws provide that shareholders meeting certain requirements may submit candidates for director to be included in our proxy statement ​ ➢ The Compensation Committee has adopted a robust clawback policy, applicable to current and former executive officers of the Company ​ ➢ We do not have supermajority voting requirements in our Articles of Incorporation and Bylaws ​	​	​

Shareholder Engagement

We value feedback from our shareholders and are committed to engaging in an active dialogue with our shareholders year-round. During 2023, our management team spent a significant amount of time meeting with and speaking to our shareholders. We welcome feedback from our shareholders and strive to maintain strong governance, compensation and oversight practices.

Sustainability and Corporate Responsibility

We embrace working to conduct business in a socially responsible and ethical manner. We believe that our continued focus and execution on ESG and sustainability initiatives over time will serve to distinctly position us and create value. We aim to operate with integrity, accountability and transparency by respecting all stakeholders, and are focused on identifying and executing on ESG and sustainability initiatives while further

 

Equitrans Midstream Corporation – 2024 Proxy Statement   19

 

integrating corporate responsibility and ESG concerns into our business strategy and decision-making throughout the organization. We have highlighted below certain important steps that we have taken to further communicate, structure, and embed within our operations our sustainability practices.

➢

Continued Enhanced Transparency Through Sustainability Reporting.   In 2023, we published our fourth annual corporate sustainability report (CSR), in accordance with the most recent set of Global Reporting Initiative (GRI) Universal and Topic Standards, as well as GRI’s Oil and Gas Sector Standards, and the Sustainability Accounting Standards Board (SASB) Oil & Gas — Midstream Standards. Our 2023 CSR highlights our top-tier ESG topics and outlines our continued success during 2022 in improving our environmental, social, and governance metrics, including investment in pneumatic device replacements and vent gas recovery installations to make progress towards our commitment to reduce methane emissions from our operations and the implementation of our Environmental Justice Policy.

​

In addition to our annual CSR, Equitrans’ ESG data is used for completion of the CDP Climate Change and Water Security Questionnaires, the Energy Infrastructure Council’s ESG Reporting Template, and the S&P Corporate Sustainability Assessment and certain other information requests. With each passing year, new and revised metrics are included in these disclosures, which increases the amount of data to be managed. Although the SEC’s proposed rules on climate disclosure have been delayed, we anticipate the final version of these regulations may entail additional rigor and verification of climate-related disclosures. To continue to enhance our reporting capability, in 2023 we bolstered our controls around environmental, social, and governance data collection and reporting processes, starting first with those related to Scope 1 and 2 greenhouse gas emissions. We are in the process of rolling out a formal governance framework to support the increasing demand for verifiable ESG disclosures made to external stakeholders and are planning to further enhance this framework for climate-related disclosures through increased data governance and associated controls targeted to be implemented in late 2024. This will allow Equitrans to meet the expanding requirements of our ongoing voluntary reporting commitments while positioning us to comply with potential state and federal climate-related reporting requirements.

To further develop our climate reporting capabilities, we continued the work started in 2022 to implement the Task Force on Climate-related Financial Disclosures (TCFD) framework. In 2023, Equitrans completed its initial scenario analyses on physical and transition risks related to climate.

➢

Clear Board and Executive Oversight of Sustainability and Corporate Responsibility.   Our Board of Directors, acting through its committees, oversees our policies, programs, and strategies related to corporate social responsibility and sustainability, including ESG matters and related risks and opportunities, such as those related to climate change, and regularly receives reports from our Chief Sustainability Officer (CSO) and broader management. While sustainability topics may arise in the context of the work of the four Board committees, and/or the full Board, the HSSE Committee continued to have primary oversight and responsibility regarding sustainability-related matters in 2023. In 2023, we continued to utilize our management-level ESG Steering Committee and ESG Working Groups, which are directly overseen by our CSO through the ESG Steering Committee, to help implement and manage the day-to-day efforts and actions related to material ESG and sustainability topics. We modified the ESG working groups in 2023, including the creation of a supply chain working group, to focus on the most important topics for the year.

​

➢

Continuing to Link Compensation to Meaningful Safety and Sustainability Goals.   Building on our continued emphasis of safe operations — above all else — and the Company’s continued efforts to institutionalize its commitment to and pursuit of achievement of ESG and sustainability initiatives, including the enhancement of the Company’s ESG platform in an effort to position itself for a lower-carbon economy, and recognizing shareholders’ and other stakeholders’ continued focus on ESG and sustainability matters, particularly in respect of climate change, the Compensation Committee determined to maintain the focus on sustainability metrics in the 2023 short-term incentive program (STIP), in which all employees, including executives, participate. First, the Compensation Committee added a new sustainability metric for the Company to complete its first two climate scenario analyses and prepare a publishable TCFD-aligned report. Second, the Compensation Committee added a new environmental metric reflecting the Company’s goal to identify and proactively report potential deviations to environmental permits and regulations. To further enhance the Company’s safety performance culture, the Compensation Committee again utilized the Safety Proactivity Rate, which takes into account observations with serious potential. The target resets each quarter, which the

​

 

20   Equitrans Midstream Corporation – 2024 Proxy Statement

 

Compensation Committee believes rewards sustained performance and promotes continued focus on safe operations throughout the entire year.

Additionally, in order to further promote the maturation of the Company’s sustainability program, the Compensation Committee determined to include a metric in the 2023 performance share unit program component of the 2023 long-term incentive program related to the completion of a certain number of ESG-related projects during the performance period (January 1, 2023 — December 31, 2025).

➢

Founding member of newly formed Appalachian Methane Initiative (AMI).   In January 2023, the Company, along with Chesapeake Energy Corporation and EQT Corporation, formed AMI, a coalition committed to further enhancing methane monitoring throughout the Appalachian Basin and facilitating additional methane emissions reduction in the region. AMI’s efforts are intended to promote greater efficiency in the identification and remedy of potential fugitive methane emissions from operations in the Appalachian Basin through coordinated satellite and aerial surveys on a geographic-basis, as opposed to an operator-specific basis, while taking into account advanced methane monitoring and reporting frameworks. Additionally, the coalition will seek to coordinate and share best practices in mitigating methane emissions from natural gas operations, including production and midstream, and collaborate on activities and monitor results through transparent, publicly available reporting.

​

More information regarding our sustainability initiatives is available on our website (www.equitransmidstream.com) by selecting the “Sustainability” tab on the main page. Information included on our website, including the CSR, CDP Climate Change Questionnaire Response, CDP Water Security Questionnaire Response, and other ESG reports, and any other policies or codes, is not incorporated into this proxy statement.

Director Independence

The NYSE listing standards and our governance documents require a majority of our directors and each member of our Audit, Compensation and Corporate Governance Committees to be independent. For a director to be considered independent, the Board must annually determine that he or she has no material relationship with the Company except as a director. To assist it in determining director independence, the Board established guidelines that meet or exceed the independence requirements under the NYSE listing standards. These corporate governance guidelines may be found on the Company’s website at www.equitransmidstream.com by clicking on “About” on the main page and then on “Governance.”

The Board considers all relevant facts and circumstances in making an independence determination. Any relationship involving a Company director that complies with the independence standards included in the Company’s corporate governance guidelines and is not otherwise a related person transaction under the Company’s related person transaction approval policy (the related person transaction policy) is deemed to be an immaterial relationship not requiring consideration by the Board in assessing independence. In the first quarter of 2024, our Board, in coordination with our Corporate Governance Committee, made an independence determination for each of our directors and affirmatively determined that all our directors are independent, other than Mr. Karam and Ms. Charletta.

Director ownership of Company stock is encouraged and is not in itself a basis for determining that a director is not independent, provided that such ownership may preclude participation on the Audit Committee if its magnitude is sufficient to make the director an affiliated person of the Company as described in the Audit Committee charter. See “Equity-Based Compensation” under the caption “Directors’ Compensation” below for a description of the stock ownership guidelines for directors.

Review, Approval or Ratification of Transactions with Related Persons

Our Board has adopted a related person transaction policy. Under the policy, it is the responsibility of the Corporate Governance Committee to conduct a prior review of Related Person Transactions (as defined below) not otherwise approved by the independent members of the Board. Company management, with the assistance of the Company’s legal department, is responsible for determining whether a transaction between the Company and a Related Person (as defined below) constitutes a Related Person Transaction. This determination is based on a review of the facts and circumstances regarding the transaction, including information provided in annual director and executive officer questionnaires. If it is determined that a transaction is a Related Person Transaction that has not been approved by the Board, the material facts regarding the transaction are reported

 

Equitrans Midstream Corporation – 2024 Proxy Statement   21

 

to the Corporate Governance Committee for its review. The Corporate Governance Committee, or in certain cases the Chair of the Corporate Governance Committee followed by a report to the Corporate Governance Committee, determines whether to approve, revise, reject, or take other action with respect to the Related Person Transaction.

Under the related person transaction policy, a Related Person Transaction is generally a transaction in which the Company or a subsidiary is a participant, the amount involved exceeds $120,000, and a Related Person has a direct or indirect material interest in the transaction. A Related Person is generally any person who is a director or executive officer of the Company, any nominee for director, any shareholder known to the Company to be the beneficial owner of more than 5% of any class of the Company’s voting securities, and any immediate family member (as defined by the SEC) of any of the foregoing persons.

Under the policy, the following transactions are deemed to be automatically pre-approved and do not need to be brought to the Corporate Governance Committee for individual approval:

➢

transactions involving employment of an executive officer by the Company, as long as the executive officer is not an immediate family member of another executive officer or director of the Company and the compensation paid to the executive officer was approved by the Compensation Committee;

​

➢

transactions involving compensation and benefits paid to a director for service as a director of the Company;

​

➢

transactions on competitive business terms with another company in which the only relationship of a director or immediate family member of a director is as (i) an employee or executive officer, (ii) a director, or (iii) a beneficial owner of less than 10% of that company’s shares, provided that the aggregate amount involved does not exceed the greater of  $1,000,000 or 2% of the other company’s consolidated gross revenue;

​

➢

transactions where the interest of the Related Person arises solely from the ownership of a class of equity securities of the Company, and all holders of that class of equity securities receive the same benefit on a pro-rata basis (e.g., payment of dividends);

​

➢

transactions where the rates or charges involved are determined by competitive bids;

​

➢

transactions involving the rendering of services as a common or contract carrier or public utility at rates or charges fixed in conformity with law or governmental regulation;

​

➢

transactions involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services; and

​

➢

charitable contributions, grants or endowments by the Company or the Company’s charitable foundation to a charitable or non-profit organization, foundation or university in which a Related Person’s only relationship is as an employee or a director or trustee, if the aggregate amount involved does not exceed the greater of  $1,000,000 or 2% of the recipient’s consolidated gross revenue.

​

The related person transaction policy does not limit or affect the application of the Company’s code of business conduct and ethics and related policies, which require directors and executive officers to avoid engaging in any activity or relationship that may interfere, or have the appearance of interfering, with the performance of the directors’ or executive officers’ duties to the Company. Such policies require all directors and executive officers to report and fully disclose the nature of any proposed conduct or transaction that involves, or could involve, a conflict of interest and to obtain approval before any action is undertaken.

Related Person Transactions

No reportable transactions between the Company and any Related Person occurred during 2023, and there are no such proposed transactions.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee has served as an officer or employee of Equitrans Midstream at any time. During 2023, no Equitrans Midstream executive officer served as a member of the compensation committee or on the board of directors of any company at which a member of Equitrans Midstream’s Compensation Committee or Board of Directors served as an executive officer.

 

22   Equitrans Midstream Corporation – 2024 Proxy Statement

 

DIRECTORS’ COMPENSATION

The Corporate Governance Committee reviews and the Board approves director compensation on an annual basis. No compensation is paid to employee directors for their service as directors. The Corporate Governance Committee engaged Pay Governance to review non-employee director compensation for 2023. Pay Governance performed a review of the compensation paid to our non-employee directors relative to the Primary Compensation Peer Group and Secondary Peer Group (each defined below) and a group of industry peer companies identified by Pay Governance. In light of the non-employee directors’ roles and responsibilities and after considering director compensation at relevant peer group companies, Pay Governance recommended the following non-employee director cash and equity-based compensation, which was approved by our Board for the 2023 calendar year.

​

*

The Board, upon the recommendation of the Corporate Governance Committee, determined to adjust the timing of the annual stock award grant to non-employee directors from January of each year to May of each year to align with the non-employee directors’ terms. This value reflects an annual award of  $150,000 plus an additional one-time pro-rated amount to compensate non-employee directors for the period from January 1, 2023 to May 8, 2023.

​

Equity-Based Compensation

The Company grants to each non-employee director, on an annual basis, stock units under the 2018 LTIP, the payouts of which are deferred under Equitrans Midstream’s Amended and Restated Directors’ Deferred Compensation Plan (the Director Plan). Each deferred stock unit vests upon award and will be payable upon termination of service as a non-employee director of Equitrans Midstream in shares of Company common stock. Each deferred stock unit is equal in value to one share of Company common stock and does not have voting rights. The deferred stock unit awards are automatically deferred into the Director Plan, and dividends thereon are credited quarterly in the form of additional deferred stock units.

Newly elected non-employee directors of Equitrans Midstream are generally expected to receive an equity grant upon joining the Board equal to the pro-rata amount of the then applicable annual grant.

Deferred Compensation

The Company maintains the Director Plan. Under the Director Plan, in addition to the automatic deferral of deferred stock unit awards, non-employee directors are permitted to elect to defer up to 100% of their retainers and any fees into the Director Plan and receive an investment return on the deferred funds as if the funds were invested in Company common stock or permitted mutual funds. Prior to the deferral, plan participants are required to irrevocably elect to receive the deferred funds either in a lump sum or in equal annual installments. Deferred funds for which non-employee directors have elected to receive an investment return as if the funds were invested in Company common stock will be distributed in shares of Company common stock. Distributions will be made or, if applicable, commence following termination of service as a non-employee director. The directors’ deferred compensation accounts are unsecured obligations of the Company. Ms. Collawn deferred fees under the Director Plan while she was a non-employee director of the Board during 2023.

 

Equitrans Midstream Corporation – 2024 Proxy Statement   23

 

Stock Ownership Guidelines

The non-employee directors are subject to stock ownership guidelines which require them to hold shares (or share equivalents, including deferred stock units) with a value equal to five times the annual cash retainer. Under the guidelines, non-employee directors have up to five years from joining the Board to acquire a sufficient number of shares (or share equivalents, including deferred stock units) to meet the stock ownership guidelines. Each of the Company’s non-employee directors satisfies the stock ownership guidelines or is within the five-year grace period.

Other

➢

All non-employee directors are eligible to participate in the Matching Gifts Program of the Equitrans Midstream Foundation on the same terms as Company employees. Under this program, the Equitrans Midstream Foundation will match gifts of at least $100 made by a non-employee director to eligible charities, up to an aggregate total of  $50,000 per non-employee director in any calendar year.

​

➢

The Company reimburses non-employee directors for their travel and related expenses in connection with attending Board and Committee meetings and related activities. The Company also provides non-employee directors with $20,000 of life insurance and $250,000 of travel accident insurance while traveling on business for the Company.

​

2023 Directors’ Compensation Table

The table below shows the total 2023 compensation of the Company’s non-employee directors.

​

(1)

Includes annual cash retainers and committee chair fees.

​

(2)

This column reflects the aggregate grant date fair values determined in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 for the deferred stock units awarded to each non-employee director during 2023. On May 8, 2023, the Company granted 41,800 deferred stock units with a grant date fair value of  $213,598 to each non-employee director serving at that time. The grant date fair value is computed as the number of deferred stock units awarded on the grant date multiplied by the closing stock price of the Company’s common stock on the business day prior to the grant date, which was $5.11 on May 5, 2023.

​

(3)

This column reflects (i) annual premiums paid for life insurance and travel accident insurance policies ($48.74 per non-employee director); and (ii) the following matching gifts made to qualifying organizations under the Equitrans Midstream Foundation’s Matching Gifts Program: Ms. Bailey — $9,213; Ms. Barpoulis — $16,350; Mr. Burke — $5,000; Mr. Szydlowski — $50,000; and Mr. Vagt — $50,000.

​

(4)

Ms. Collawn did not stand for re-election at the 2023 annual meeting of shareholders and therefore ceased being a director on April 25, 2023.

​

 

24   Equitrans Midstream Corporation – 2024 Proxy Statement

 

EQUITY OWNERSHIP

Stock Ownership of Significant Shareholders

The following shareholders reported to the SEC or, in the case of the Series A Preferred Shares, to the Company or the SEC, that they owned more than 5% of the Company’s (i) outstanding common stock or (ii) outstanding Series A Preferred Shares as of December 31, 2023:

​

(1)

Information regarding ownership of shares of common stock is based on Amendment No. 2 to Schedule 13G filed with the SEC on January 23, 2024, reporting that BlackRock, Inc. has sole voting power over 54,232,899 shares and sole dispositive power over 55,168,841 shares.

​

(2)

Information based on Amendment No. 6 to Schedule 13G filed with the SEC on February 13, 2024 reporting that The Vanguard Group has sole dispositive power over 45,901,172 shares, shared voting power over 440,953 shares, and shared dispositive power over 855,339 shares.

​

(3)

Information based on Amendment No. 5 to Schedule 13G filed with the SEC on February 9, 2024 reporting that Capital International Investors (CII) has sole voting power and sole dispositive power over 39,044,595 shares. CII is a division of Capital Research and Management Company (CRMC), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the investment management entities). CII’s divisions of each of the investment management entities collectively provide investment management services under the name “Capital International Investors.” CII is deemed to be the beneficial owner of 39,044,595 shares.

​

(4)

Information regarding ownership of shares of Series A Preferred Shares is based on Schedule 13G filed with the SEC on January 11, 2024, reporting that CIBC Private Wealth Group, LCC has sole voting and dispositive power over 5,000,000 Series A Preferred shares.

​

(5)

As of December 31, 2023, D. E. Shaw Galvanic Portfolios, L.L.C. holds (i) 3,589,565 Series A Preferred Shares and (ii) 5,138,490 shares of Company common stock (collectively, the Subject Shares). D. E. Shaw Galvanic Portfolios, L.L.C. has the power to vote or to direct the vote of  (and the power to dispose or direct the disposition of) the Subject Shares directly owned by it.

​

D. E. Shaw & Co., L.P. (DESCO LP), as the managing member of D. E. Shaw Adviser II, L.L.C. (Adviser II), which in turn is the investment adviser of D. E. Shaw Galvanic Portfolios, L.L.C., may be deemed to have the shared power to vote or direct the vote of  (and the shared power to dispose or direct the disposition of) the Subject Shares. D. E. Shaw & Co., L.L.C. (DESCO LLC), as the managing member of D. E. Shaw Manager II, L.L.C. (Manager II), as the manager of D. E. Shaw Galvanic Portfolios, L.L.C., may be deemed to have the shared power to vote or direct the vote of  (and the shared

 

Equitrans Midstream Corporation – 2024 Proxy Statement   25

 

power to dispose or direct the disposition of) the Subject Shares. Edwin Jager, Maximilian Stone, and Eric Wepsic, or their designees, exercise voting and investment control over the Subject Shares on DESCO LP’s and DESCO LLC’s behalf.

D. E. Shaw & Co., Inc. (DESCO Inc.), as general partner of DESCO LP, may be deemed to have the shared power to vote or direct the vote of  (and the shared power to dispose or direct the disposition of) the Subject Shares. D. E. Shaw & Co. II, Inc. (DESCO II Inc.), as managing member of DESCO LLC, may be deemed to have the shared power to vote or direct the vote of  (and the shared power to dispose or direct the disposition of) the Subject Shares. None of DESCO LP, DESCO LLC, Adviser II, Manager II, DESCO Inc., or DESCO II Inc. owns any shares of the Company directly, and each such entity disclaims beneficial ownership of the Subject Shares.

David E. Shaw does not own any shares of the Company directly. By virtue of David E. Shaw’s position as President and sole shareholder of DESCO Inc., which is the general partner of DESCO LP, and by virtue of David E. Shaw’s position as President and sole shareholder of DESCO II Inc., which is the managing member of DESCO LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote of  (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of the Subject Shares. David E. Shaw disclaims beneficial ownership of the Subject Shares.

(6)

NB Alternatives Advisors LLC has sole voting and dispositive power over all 3,752,308 shares held by NB Burlington Aggregator LP.

​

Equity Ownership of Directors and Executive Officers

The table below provides the number of shares of Company common stock beneficially owned by the Company’s directors and NEOs during 2023 and all directors and executive officers of the Company as a group as of February 12, 2024, determined under SEC rules, which include Company shares they had the right to acquire within 60 days after February 12, 2024. At the close of business on February 12, 2024, Equitrans Midstream had 436,245,344 shares of common stock outstanding. None of the executive officers or directors of the Company beneficially own any Series A Preferred Shares of the Company. Under SEC rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of a security, or investment power, which includes the power to dispose of or to direct the disposition of a security. Except as indicated by footnote, the persons named below have sole voting and investment power with respect to all Company common stock beneficially owned by them, subject to community property laws where applicable. None of the shares of Company common stock are subject to a pledge.

​

*

Indicates ownership or aggregate voting percentage of less than 1%.

​

 

26   Equitrans Midstream Corporation – 2024 Proxy Statement

 

(1)

This column reflects shares held of record and shares owned through a bank, broker or other nominee, including shares owned through the Company’s 401(k) plan. For the directors, this column includes deferred stock units, including accrued dividends, to be settled in Company common stock, and over which the directors have no voting or investment power prior to settlement, in the following amounts: Ms. Bailey — 143,222 units; Ms. Barpoulis — 104,308 units; Mr. Burke — 143,222 units; Mr. Karam — 4,763 units; Mr. Leland — 103,990 units; Mr. Szydlowski — 127,552 units; and Mr. Vagt — 127,552 units. For Mr. Szydlowski, this column also includes 57,833 deferred stock units, including accrued dividends, that will be settled in common stock in connection with his earlier elections to defer director fees, over which Mr. Szydlowski has sole investment but no voting power prior to settlement.

​

(2)

This column reflects for each of the NEOs and directors, as well as all executive officers and directors as a group, the total Company shares beneficially owned as a percentage of the sum of the Company’s outstanding shares at February 12, 2024, and all deferred stock units (including accrued dividends) that will be settled in Company common stock upon termination of the director’s service.

​

(3)

Shares beneficially owned include (i) 541,000 shares that are held in E.T. Associates, L.P., of which Mr. Karam has sole voting and shared investment power; (ii) 20,000 shares that are held by Mae Rose Partners, LP, of which Mr. Karam shares voting and investment power; and (iii) 25,000 shares that are held by Lakeside Drive Associates, Inc., of which Mr. Karam shares voting and investment power.

​

(4)

Shares beneficially owned include 8,065 shares owned by Ms. Charletta’s husband, of which 84 shares are held in his personal individual retirement account.

​

(5)

Shares beneficially owned include 39,118 shares that are held in a trust of which Mr. Oliver is a co-trustee and in which he shares voting and investment power.

​

 

Equitrans Midstream Corporation – 2024 Proxy Statement   27

 

EXECUTIVE COMPENSATION INFORMATION

COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Discussion and Analysis (CD&A) describes the objectives, principles and components of the material elements of our compensation program for our named executive officers (NEOs). This CD&A focuses on the programs and related compensation for our NEOs in 2023.

Our 2023 Named Executive Officers

As of December 31, 2023, our NEOs were:

➢

Thomas F. Karam, Chairman and Chief Executive Officer

​

➢

Kirk R. Oliver, Senior Vice President and Chief Financial Officer

​

➢

Diana M. Charletta, President and Chief Operating Officer

​

➢

Stephen M. Moore, Senior Vice President and General Counsel

​

➢

Brian P. Pietrandrea, Vice President and Chief Accounting Officer

​

Our NEOs have significant experience in the energy industry and possess the necessary skills and business acumen to continue to better position and grow our business.

This CD&A is divided into the following sections:

 

28   Equitrans Midstream Corporation – 2024 Proxy Statement

 

Executive Summary

 

Equitrans Midstream Corporation – 2024 Proxy Statement   29

 

This CD&A, the “Narrative Disclosure to Summary Compensation Table”, the “2023 Grants of Plan-Based Awards Table” and the “Pay Versus Performance” disclosure contain references to 2023 Adjusted EBITDA, Economic Adjusted EBITDA, Free Cash Flow and Free Cash Flow Before Changes in Working Capital, financial measures that have not been calculated in accordance with U.S. generally accepted accounting principles (GAAP), which also are referred to as non-GAAP supplemental financial measures. Attached as Appendix A are reconciliations of 2023 Adjusted EBITDA, Economic Adjusted EBITDA, Free Cash Flow and Free Cash Flow Before Changes in Working Capital to 2023 Company net income and net cash provided by operating activities, respectively, the most directly comparable GAAP financial measures, as well as other important disclosures regarding non-GAAP financial measures.

Compensation Philosophy and Practices

In designing the 2023 compensation structure, the Committee utilized the following guidelines as the foundation for the program:

➢

The program should aid in the recruitment and retention of management and key personnel.

​

➢

The program should encourage sound business strategy and execution that leads to long-term shareholder value.

​

➢

The program should provide total direct compensation opportunities (i.e., base salary, annual short-term incentives, and long-term incentives) that are appropriately positioned relative to the median of peer and market practices.

​

➢

The program should ensure all short-term incentives and a substantial portion of long-term incentives are performance-driven based on Company-wide, well-defined metrics and should avoid individual metrics or subjective judgments in determining payments.

​

➢

The program should limit executive perquisites to basic programs that are minimal in amount and number and are consistent with market practices and support the needs of the business.

​

➢

The program should promote and reward a culture of integrity, safety and collaboration and seek to emphasize favorable ESG behavior.

​

➢

The program should be transparent and take into account the distinct interests of shareholders, stakeholders and employees.

​

➢

The Committee should receive periodic feedback from management to assess the program’s effectiveness in supporting the Company’s business objectives.

​

 

30   Equitrans Midstream Corporation – 2024 Proxy Statement

 

As a market best practice, we maintain the following compensation policies to provide accountability to our Company and our shareholders.

 

Equitrans Midstream Corporation – 2024 Proxy Statement   31

 

How We Determine Executive Compensation

Our Compensation Program is Based on Three Key Elements of Compensation

The Company’s compensation program is based on three key elements of compensation:

➢

base salary

​

➢

annual short-term incentives (ESTIP)

​

➢

long-term incentives (LTIP)

​

Each element is determined with a view toward offering competitive TDC versus similar peer group positions while also providing compensation levels that aid in the retention of high-performing executives. The following table describes each element and outlines the Committee’s objectives in using each element of compensation.

A majority of our NEO compensation is at-risk and is issued in the form of both short- and long-term incentives. Individuals in a position to influence the growth of shareholder wealth have larger portions of their total compensation delivered in the form of equity-based long-term incentives. The charts below reflect the fixed and at-risk elements of the 2023 compensation for (i) Mr. Karam, our Chief Executive Officer (CEO) for 2023, and (ii) our other NEOs during 2023. The amounts for each component of TDC set forth in the charts below were calculated in accordance with SEC rules. TDC, which is not a substitute for the total compensation as reported in the Summary Compensation Table or the Pay Versus Performance disclosure on pages 45 and 56, respectively, of this proxy statement, omits certain other compensation (e.g., 401(k) contributions and perquisites) that is reflected in the Summary Compensation Table. For additional information, including information regarding how total compensation is calculated under SEC rules, see the footnotes accompanying the Summary Compensation Table.

 

32   Equitrans Midstream Corporation – 2024 Proxy Statement

 

*

Amounts shown above reflect the core components of our 2023 executive compensation program and do not include the special, one-time bonus to Mr. Karam described below.

​

Determination of Target Total Direct Compensation (TDC)

For 2023, the Committee developed the target TDC for our NEOs by establishing base salaries and setting annual and long-term incentive targets which were then recommended to, and approved by, the Board.

When establishing target TDC for each NEO, the Committee considered:

➢

the compensation philosophy and practices articulated above;

​

➢

the market median target compensation elements of the Company’s Primary Compensation Peer Group and Secondary Peer Group as developed by the Committee in consultation with Pay Governance, its independent compensation consultant;

​

➢

the scope of the executive’s responsibility, internal pay equity, succession planning and industry-specific technical skills and abilities that may be difficult to replace;

​

➢

the CEO’s compensation recommendations (with respect to NEOs other than the CEO); and

​

➢

input from the other independent directors of the Board.

​

In evaluating the amount and type of each component of compensation, the Committee considers the effect of each element on all other elements, as well as the allocation of target TDC between fixed and at-risk pay and cash and equity. The Committee is committed to providing that a significant portion of each NEO’s TDC opportunity take the form of performance-based awards that are designed to focus executives’ attention on attainment of performance goals that drive Company results over the long-term. This strong pay for performance alignment is reflected in the amounts earned by our NEOs based on the achievement of metrics established by the Committee under the ESTIP and LTIP programs. The following charts illustrate the actual and estimated payouts to our CEO based on our performance, relative to target payouts under our ESTIP and LTIP programs over the last three fiscal years based on the closing price of the Company’s common stock on December 29, 2023 ($10.18).

 

Equitrans Midstream Corporation – 2024 Proxy Statement   33

 

Notes:

(1)

Target Value reflects: (i) base salary, (ii) target ESTIP award, and (iii) grant date value of awards under the 2018 LTIP.

​

(2)

Realizable Value at December 31, 2023 reflects: (i) the actual paid base salary during each calendar year; (ii) the actual ESTIP award earned for each calendar year, and (iii) the estimated LTIP value at December 31, 2023, assuming performance at the end of the applicable performance period remains unchanged from performance as of December 31, 2023. For the (i) 2023 PSUP: amount reflects December 31, 2023 TSR rank versus the TSR Peer Group and associated performance modifier (at 200%); Free Cash Flow Before Changes in Working Capital based on actual performance for the calendar year 2023 (at 200%) and target performance for the years 2024 and 2025; and target performance for the sustainability metric, with an aggregate estimated payout factor of 168%; (ii) 2022 Performance Share Unit Program (2022 PSUP): amount reflects December 31, 2023 TSR rank versus the 2022 TSR Peer Group and associated performance modifier (at 0%); and (iii) 2021 PSUP: amount reflects the actual amount earned with respect to the performance period ending on December 31, 2023 (at 0%). For restricted shares, reflects the closing price of the Company’s common stock on December 29, 2023 ($10.18), including accrued dividends. The amounts shown reflect the core components of the Company’s compensation program and do not include the special, one-time, performance-based 2021 MVP Performance Share Unit Program (MVP PSUP), the vesting of which is contingent upon completion of the MVP Project or the one-time cash bonus to Mr. Karam.

​

As noted above, one of the several factors the Committee considers in determining TDC is the relationship of such TDC with a group of peer companies selected by the Committee in consultation with Pay Governance. For 2023, given the relatively small size of the Company’s Primary Compensation Peer group, which could result in year-over-year volatility and the Company’s relative positioning at the lower end of the peer group in respect of market capitalization, revenue and employees, the Primary Compensation Peer Group was expanded from the 2022 compensation peer group to include NuStar Energy L.P., DT Midstream, Inc. and Genesis Energy, L.P. Enable Midstream Partners, LP was acquired by Energy Transfer LP during 2021 and therefore was removed from the Primary Compensation Peer Group and the resulting Primary Compensation Peer Group for 2023 was composed of the following 12 companies that are generally similar to the Company with respect to business activity and at the time of selection were of a similar size as measured by market capitalization, enterprise value, total assets and earnings before interest, taxes, depreciation and amortization (EBITDA):

 

34   Equitrans Midstream Corporation – 2024 Proxy Statement

 

For 2023, the Committee, in consultation with Pay Governance, acknowledging that the Company competes for talent with exploration and production and refining and marketing companies that have significant operations in the Appalachian Basin, and accordingly to provide a more complete perspective as to the compensation within the applicable market segments and to ensure that Company compensation remained competitive, determined to form and review compensation data from a secondary peer group from these adjacent energy segments (the Secondary Peer Group). The Secondary Peer Group for 2023 was comprised of the following 12 companies with a market capitalization between $1 billion and $30 billion and operations in the Appalachian Basin or more significant pipeline operations:

Determination of Final Total Compensation for Performance-Based Elements

Throughout the year, the Committee reviews performance against the established ESTIP and LTIP program performance metrics. Generally, once the fiscal year has ended, the Committee determines achievement of the performance goals for the ESTIP and, after the completion of the performance period, the applicable LTIP awards, determines the actual amount to be paid under the ESTIP and each PRSU award, as applicable, and recommends such amounts to be paid under the ESTIP and each PRSU award, as applicable, to the Board.

Role of Independent Compensation Consultant

The Committee has the sole authority to hire, terminate and approve fees for compensation consultants, outside legal counsel and other advisors as it deems to be necessary to assist in the fulfillment of its responsibilities. The Committee retained the services of Pay Governance as its independent compensation consultant to aid the Committee in performing its duties and designing the compensation philosophy and structure for the Company. During 2023, representatives of Pay Governance provided the Committee with market data and counsel regarding executive officer compensation programs and practices, including specifically:

➢

competitive benchmarking;

​

➢

peer group identification and assessment;

​

➢

advice and market insight as to the form of and performance measures for annual and long-term incentives;

​

➢

marketplace compensation trends in the Company’s industry and generally; and

​

➢

a risk assessment of the Company’s compensation programs.

​

Representatives of Pay Governance do not make recommendations on, or approve, the amount of compensation for any executive officer. The Committee has affirmatively determined that no conflict of interest has arisen in connection with the work of Pay Governance as compensation consultant for the Committee.

Shareholder Engagement and Say-on-Pay Results

Shareholders holding approximately 98% of our outstanding shares voted at our 2023 annual shareholders’ meeting to approve our say-on-pay proposal regarding our NEOs’ 2022 compensation. Based on these results, the Committee concluded that the compensation programs and practices specifically designed to our Company’s needs have strong shareholder support. Nonetheless, the Committee did undertake a thorough analysis of its compensation programs and made appropriate modifications as described below.

 

Equitrans Midstream Corporation – 2024 Proxy Statement   35

 

2023 Compensation Program Elements

The following discussion outlines the targeted 2023 executive compensation program and what we actually paid our NEOs in 2023.

2023 Base Salaries

After reviewing the market data based upon the Primary Compensation Peer Group and the Secondary Peer Group as well as general industry survey data, particularly in respect of Mr. Pietrandrea in light of the lack of robust data for the chief accounting officer position within the Primary Compensation and Secondary Peer Groups, in December 2022, the Committee recommended, and our Board approved, increases to Ms. Charletta’s and Mr. Pietrandrea’s respective base salaries during 2023, as described below, to ensure that our compensation program remained market-competitive.

The Committee determined to maintain that 75% of our ESTIP should be payable based on financial goals, including 50% (from 60% in 2022) based upon the Company’s Economic Adjusted EBITDA, which is the sum of our Adjusted EBITDA (defined below) and any Deferred Revenue (defined below). The Committee continues to believe that Economic Adjusted EBITDA best reflects the Company’s economic performance as it removes non-recurring, non-operational gains, losses, non-cash items, and other items that the Company believes are not indicative of the Company’s ongoing operations or affect the comparability of results period to period and eliminates the potential for Deferred Revenue amounts to lead to either outsized or diminished incentive payments. Additionally, the Committee continued to recognize the importance investors place on the Company’s ability to generate free cash flow and, accordingly, the Committee determined to retain Free Cash Flow as a metric to incentivize executives’ performance and increased its weighting to 25% (from 15% in 2022). For 2023, the Committee determined to exclude the impact of changes in working capital from the definition of Free Cash Flow, given that the timing of certain working capital changes may not relate to the period in which the impact to operating activities occurred.

Recognizing the Company’s continued efforts to institutionalize its commitment to and pursuit of ESG and sustainability initiatives, including the enhancement of the Company’s ESG platform in an effort to position itself for a lower-carbon economy, and shareholders’ and other stakeholders’ continued focus on ESG and

 

36   Equitrans Midstream Corporation – 2024 Proxy Statement

 

sustainability matters, particularly in respect of climate change, the Committee determined to maintain the focus on ESG metrics in the 2023 ESTIP, which it believed would help to further incentivize sustainable business practices and emphasize, including for employees and other stakeholders, the importance placed by the Company on such practices. First, to further align our ESG reporting with the TCFD framework and building on the TCFD-readiness assessment completed in 2022, the Committee, based on a recommendation from the HSSE Committee, determined to include a new sustainability metric to conduct and complete two TCFD risk scenario analyses and prepare and deliver to the Board a publishable report describing the results of such scenario analyses. Second, the Committee, based on a recommendation from the HSSE Committee, determined to include a new environmental compliance metric for 2023, the PRT rate. Building off of the Company’s success in developing Company-wide awareness on safety performance and engraining a safety performance culture through the use of ESTIP metrics, the Committee determined to include this new metric to further develop Company-wide environmental compliance awareness and participation. The PRT rate is based upon the number of self-reported notices of violation (NOVs) relative to the total number of NOVs received during the period March 1, 2023 (when the new metric was communicated to employees) to December 31, 2023.

Finally, to continue to evolve, and further engrain, the Company’s safety performance culture, the Committee determined to again utilize the Safety Proactivity Rate (SPR). The SPR is based in part on the Incidents with Serious Potential (ISP) rate and takes into account observations with serious potential, however, similar to the metric for the 2022 program, the target resets each quarter, which the Committee believes rewards sustained performance and promotes employees’ continued focus on safe operations throughout the entire year to an even greater extent than was the case with certain safety metrics that were utilized in previous incentive plans and that were replaced by the SPR.

 

Equitrans Midstream Corporation – 2024 Proxy Statement   37

 

​

(1)

As described above, Economic Adjusted EBITDA is calculated as the sum of Adjusted EBITDA and Deferred Revenue. As provided under the ESTIP, the 2023 Economic Adjusted EBITDA calculation excludes non-recurring, non-operational gains, losses, non-cash items, other items that the Company believes are not indicative of the Company’s ongoing operations or affect the comparability of results period to period, and specified circumstances or events that occurred during the 2023 plan year. See Appendix A for a reconciliation of Economic Adjusted EBITDA and Adjusted EBITDA to net income, the most directly comparable GAAP financial measure.

​

•

Adjusted EBITDA means, the Company’s operating revenue less operating and maintenance expense, selling, general and administrative expense and adjusted EBITDA attributable to noncontrolling interest plus other income (expense), net, payments on the preferred interest in EQT Energy Supply, LLC (Preferred Interest) and non-cash long-term compensation expense.

​

•

Deferred Revenue is the difference between the cash received from the contractual minimum volume commitment under certain agreements and the revenue recognized over the contract term.

​

(2)

Free Cash Flow is calculated as net cash provided by operating activities plus principal payments received on the Preferred Interest and less net cash provided by operating activities attributable to noncontrolling interest, dividends paid to the holders of the Company’s Series A Perpetual Convertible Preferred Shares, capital expenditures (excluding the noncontrolling interest share (40%) of Eureka Midstream Holdings, LLC (Eureka Midstream) capital expenditures) and capital contributions to Mountain Valley Pipeline, LLC. In order to address that the timing of certain working capital changes may not relate to the period in which the impacts to operating activities occurred and measure performance to the current ESTIP year, the Free Cash Flow metric under the ESTIP does not include changes in certain working capital accounts that are included in net cash provided by operating activities and certain specified circumstances or events that occurred during the 2023 plan year. See Appendix A for a reconciliation of Free Cash Flow and Free Cash Flow Before Changes in Working Capital to net cash provided by operating activities, the most directly comparable GAAP financial measure.

​

(3)

HSSE metrics defined as:

​

•

Safety Proactivity Rate: measures the level of safety proactivity throughout the Company and is calculated by adding the number of Observations with Serious Potential (OSPs) and the Corrected Safety Opportunities (CSOs) and subtracting the ISPs (each as defined below).

​

◦

OSP: an observation of an activity with precursors that has the potential to become an ISP before the event occurs.

​

◦

CSO: reported hazards (without serious potential), deficient procedures or processes, or suggested improvements that have been corrected or implemented.

​

◦

ISP: An event with a precursor that can lead to serious injuries and fatalities (the measurement of which can promote awareness and allow the prevention of injuries).

​

•

TCFD: completion of a transition risk scenario analysis, which analyzes certain potential material risks to the Company in the transition to a lower-carbon economy, and a physical risk scenario analysis, which analyzes certain

​

 

38   Equitrans Midstream Corporation – 2024 Proxy Statement

 

material physical risk to defined Company assets resulting from climate change impacts, and the development and delivery to the Board of a publishable report that communicates the results of the scenario analyses completed by the Company.

•

Proactive Regulatory Transparency: measures proactive environmental reporting by dividing the total number of self-reported incidents by the total number of reportable incidents that occurred during the period of March 1, 2023 through December 31, 2023. The total self-reported incidents include both those that required agency reporting and those that were considered non-reportable (with non-reportable incidents having a lower weighting).

​

2023 NEO ESTIP Opportunities and Payments

In December 2022, the Board, upon recommendation of the Committee, increased the target percentage for Mr. Moore’s and Mr. Oliver’s respective short-term incentive plan opportunity for the 2023 plan year as a result of market comparisons and individual performance and to further the Company’s emphasis on variable, at-risk compensation. The NEOs’ short-term incentive opportunities for 2023 were as follows:

​

*

Percentage of 2023 base salary

​

Time-Based RSAs

The time-based RSAs issued under the 2023 LTIP program cliff vest after three years of continuous service following the vesting commencement date, which was January 1, 2023. The grant of time-based RSAs helps align our NEOs’ interests with those of our shareholders and provides a powerful retention incentive that assists us in maintaining continuity among our senior executive team.

Performance-Based RSUs (PRSUs)

For purposes of the 2023 LTIP, the Committee, with input from other members of the Board and Pay Governance, recommended the incorporation of two additional metrics based on Free Cash Flow and sustainability to the 2023 performance share unit program, in addition to relative TSR utilized in the 2022 program, and the Board approved, the 2023 long-term performance-based incentive design.

By continuing to utilize Relative TSR over the 2023-2025 performance period, but also combining it with metrics based on Free Cash Flow Before Changes in Working Capital and sustainability, we align our NEOs’ interests with those of our shareholders by tying compensation outcomes to our performance relative to our TSR Peer Group (discussed below), and emphasizing and driving financial and operational performance in areas that are important to the Company and its shareholders, particularly by incorporating long-term objectives promoting the continued maturation of the Company’s sustainability program.

 

Equitrans Midstream Corporation – 2024 Proxy Statement   39

 

The Committee determined to include Free Cash Flow Before Changes in Working Capital, calculated in an identical manner as under the ESTIP, but reset annually in coordination with the Company’s annual business planning process, to the 2023 PSUP given the importance investors place on the Company’s ability to generate free cash flow and to further incentivize executives’ focus on performance on this important metric. With respect to the sustainability metric, the Committee, upon a recommendation from the HSSE Committee, in order to continue to develop a culture focused on sustainability, continue to enhance our ESG reporting structure and to further integrate sustainability into our governance, business strategy, and decision-making across the organization, determined to include a metric related to the completion of a certain number of ESG-related projects during the performance period, as approved by the Committee. The Committee believes that including this metric will ultimately aid in achieving our climate aspirations set forth in our Climate Policy and our goal of becoming a positive contributor — engaging in sustainable business practices and creating long-term value for our stakeholders as we transition to a lower-carbon economy. The table below summarizes performance goals and potential payouts:

​

*

TSR and Free Cash Flow Before Changes in Working Capital performance between points will be determined by straight-line interpolation.

​

**

Free Cash Flow Before Changes in Working Capital resets each year with 1/3 of the metric achieved annually. The Committee will establish the threshold, target and maximum values and will notify the participants of the same in writing no later than March 31 of the relevant year.

​

***

The projects were approved by the Compensation Committee and all are designed to further the maturation of the Company’s sustainability program and include items related to the building out and completion of the Company’s ESG Operating System and ESG Operating Model, Scope 3 inventory and developing plans for achieving GHG reduction aspirations.

​

Our 2023 TSR Peer Group consists of a subset of similarly-sized C-corporations (or limited partnerships that have elected to be treated as C-corporations for tax purposes) with market values in excess of  $4 billion included in the Alerian US Midstream Energy Index (AMUS), as well as all members of the Primary Compensation Peer Group for 2023. The Committee selected the TSR Peer Group in consultation with Pay Governance, its independent compensation consultant. The 2023 TSR Peer Group represents an increase in the number of peer companies from our 2022 TSR peer group, given the inclusion of DT Midstream, Inc., Genesis Energy, L.P. and NuStar Energy L.P. in the Primary Compensation Peer Group and despite the removal of Hess Midstream Partners LP given its market value. The Committee believes this peer group, which is larger than the Primary Compensation Peer Group, is appropriate as it is designed to serve as a suitable group of peers from which to measure TSR performance.

 

40   Equitrans Midstream Corporation – 2024 Proxy Statement

 

​

*

DCP Midstream, LP (DCP), Magellan Midstream Partners, L.P. (Magellan) and Crestwood Equity Partners LP (Crestwood) were acquired in June 2023, September 2023 and November 2023, respectively. In July 2023, October 2023 and December 2023, the Committee determined to remove DCP, Magellan and Crestwood, respectively, from the TSR Peer Group.

​

To determine Relative TSR we utilize the 15-day average closing price of our stock prior to the beginning of the performance period and the 15-day average closing price of our stock at the end of the performance period.

The target long-term incentive awards to the NEOs were made consistent with the Committee’s methodology described above and in December 2022, the target percentage opportunities were increased for the NEOs from the target long-term incentive awards approved for such NEOs in 2022 as a result of market comparisons with our Primary Compensation Peer Group, taking into account additional perspectives from the Secondary Peer Group (and general industry data in respect of Mr. Pietrandrea) and individual performance and to further the Company’s emphasis on variable at-risk compensation. The targets and number of RSAs and PRSUs awarded to the NEOs were as follows:

​

*

Percentage of 2023 base salary

​

MVP Performance Share Unit Program

The MVP project, the Company’s most complex and strategically significant project, was for years subject to repeated, significant delays and cost increases because of legal and regulatory setbacks and continued opposition from persons and groups who are opposed to the project. Notwithstanding such setbacks, Mountain Valley Pipeline, LLC (MVP JV) continued to engage in pursuing authorizations necessary to complete the MVP project while the Company urged the United States Congress to expeditiously pass, and for there to be enacted, federal energy infrastructure permitting reform legislation that specifically required the completion of the MVP project. In June 2023, the 2023 FRA was enacted, which, among other things, mandated the completion of the MVP project, and the Company, as operator of the MVP, recommenced forward construction on the MVP project, with the then target of completing construction by year-end 2023. Following the enactment of the 2023 FRA and in anticipation of the commencement of forward construction, on July 26, 2023, the Board, upon the recommendation of the Committee, approved an amendment to the MVP PSUP to eliminate the Expiration Date (as defined in the MVP PSUP) as a term of the MVP PSUP and all award agreements thereunder (the Amendment). In connection with considering the Company’s ongoing efforts to complete the MVP project, the Board took note of the significant legal and regulatory obstacles that delayed progress on the MVP project that were outside of the control of the Company, particularly since the inception of the MVP PSUP, the efforts undertaken by many of the Company’s employees, including the NEOs, to overcome these obstacles, and ongoing risks. The Board also was focused on and sought to promote the Company’s top priority of completing the MVP project safely and in compliance with applicable environmental standards. Taking into account these factors, the proximity of the Expiration Date, and noting the potential that the Expiration Date

 

Equitrans Midstream Corporation – 2024 Proxy Statement   41

 

could distract from, or be cited by project opponents as a distraction from, a focus on safety and environmental compliance, the Board, with the recommendation of the Committee, approved the Amendment.

Accordingly, the Equitrans Midstream Corporation Senior Executive 2021 MVP Performance Share Units Award Agreements to which the NEOs are parties, consistent with the award agreements of other employees receiving awards under the MVP PSUP, were amended to reflect the elimination of the Expiration Date, and the calculation of shares retained in the event of a participant’s termination due to death, disability or retirement also was clarified. All other terms of the award agreements remain in full force and effect.

Legislation Bonus

On September 6, 2023, the Board, upon the recommendation of the Committee, approved a one-time cash bonus in the amount of  $7,500,000, which was paid to Mr. Karam in express recognition of his relentless efforts towards navigating legal and regulatory setbacks to the MVP project, including, specifically, building consensus over a substantial period of time regarding the importance of the MVP project to the Nation’s energy security and reliability with a variety of stakeholders, particularly with members of the United States Congress and the Biden Administration, which was reflected in the historic inclusion of provisions mandating the completion of the MVP project in the 2023 FRA. The MVP project represents the Company’s most complex and strategically significant project and thus the Company uniquely stands to benefit from Mr. Karam’s efforts towards realizing this legislative achievement.

2021 PSUP Long-Term Incentive Awards

In February 2024, the Committee certified the performance under the 2021 PSUP, which resulted in no payout based upon the Company’s Relative TSR over the performance period.

2021 RSAs Long-Term Incentive Awards

For tax planning purposes, the Board, upon recommendation of the Committee, determined to vest the 2021 Restricted Stock Units for the NEOs on December 28, 2023 (from January 1, 2024).

Other Considerations Important to Our Compensation Program

In general, our NEOs participate in the same retirement and health and welfare benefit plans offered to other Company employees. The same contribution amounts, deductibles and plan design provisions are generally applicable to all employees.

Stock Ownership Guidelines

The NEOs are subject to stock ownership guidelines requiring each NEO to hold a specified multiple of the NEO’s base salary (five times for the CEO; three times for other NEOs, except the Chief Accounting Officer (CAO); and 1.5 times for the CAO). The NEOs are required to meet the ownership guidelines within a reasonable period of time from becoming a NEO; provided, however, in the event the individual ownership guidelines are not met within a five-year period, the net shares acquired through incentive compensation plans must be retained. As of December 31, 2023, all NEOs met their respective ownership guidelines.