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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

 

Equitrans Midstream Corporation

(Name of Registrant as Specified In Its Charter)

 

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April 3, 2020

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 second annual meeting of shareholders on Wednesday, May 20, 2020, at 2:00 p.m. (ET), which will be held virtually via live webcast at www.virtualshareholdermeeting.com/ETRN2020. As many of you know, Equitrans Midstream began operations as an independent, public company in November 2018 and our common stock is traded on the New York Stock Exchange under the symbol "ETRN."

Due to the ongoing public health considerations associated with "coronavirus disease 2019" or COVID-19, and because the health, safety, and well-being of our employees and shareholders is of utmost importance to us, we will be holding our 2020 annual meeting of shareholders solely via webcast. This virtual approach will enhance shareholders' ability to participate, vote, and ask questions during the annual meeting in a safe and efficient manner.

You will be asked to vote on several items at the annual meeting, including the election of directors, approval of our executive compensation program for 2019 (the say-on-pay vote), and ratification of the appointment of our independent registered public accounting firm for 2020. 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, please 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.

During the past year, our employees have taken much pride in helping Equitrans Midstream Corporation achieve its vision to become the premier midstream services company in North America. We move the energy that keeps America moving and our mission is simple — to provide safe, reliable, 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. With these values in mind, we will:

Deliver sustained value for our customers and shareholders

Provide an engaging workplace for our employees

Preserve and protect the environment

Support the communities where we live and work

I look forward to reporting on our progress and many successes during the annual meeting. Thank you for your investment in Equitrans Midstream Corporation and your participation in our annual meeting of shareholders.

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Thomas F. Karam

Chairman and Chief Executive Officer

   

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Notice of Annual Meeting of Shareholders
To Be Held May 20, 2020

WHEN:    The annual meeting of shareholders of Equitrans Midstream Corporation (the Company or Equitrans Midstream) will be held on Wednesday, May 20, 2020, at 2:00 p.m. (Eastern Time) virtually via live webcast at www.virtualshareholdermeeting.com/ETRN2020.

RECORD DATE:    Our Board of Directors has established the close of business on March 12, 2020 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:

Election of nine directors, each for a one-year term expiring at the 2021 annual meeting of shareholders;

Approval, on an advisory basis, of the compensation of Equitrans Midstream's named executive officers for 2019;

Ratification of the appointment of Ernst & Young LLP as Equitrans Midstream's independent registered public accounting firm for 2020; and

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

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:    Due to the ongoing public health considerations associated with COVID-19, we will be holding our 2020 annual meeting of shareholders solely via webcast. 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/ETRN2020. To participate in the meeting you will need the 16-digit control number on your notice of Internet availability of proxy materials, 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 60 of the proxy statement.

On behalf of the Board of Directors,

LOGO

Tobin M. Nelson

Deputy General Counsel & Corporate Secretary

April 3, 2020

Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting of Shareholders to Be Held May 20, 2020:

This notice and proxy statement and our annual report on Form 10-K for the year ended
December 31, 2019 are also available online at http://www.proxyvote.com.


 


We commenced providing our proxy materials, or a notice of Internet availability providing access to such materials, on or about April 9, 2020.


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

10

Board Leadership Structure

12

Board's Role in Risk Oversight

13

Director Nominations

14

Contacting the Board

15

Governance Principles

16

Independence and Related Person Transactions

17

Compensation Committee Interlocks and Insider Participation

18

Directors' Compensation


19

Equity-Based Compensation

19

Deferred Compensation

19

Stock Ownership Guidelines

20

Other

20

2019 Directors' Compensation Table

20

Equity Ownership


21

Stock Ownership of Significant Shareholders

21

Equity Ownership of Directors and Executive Officers

22

Equitrans Midstream Common Stock

22

EQM Common Units

23

Delinquent Section 16(a) Reports

23

Executive Compensation Information


24

Compensation Discussion and Analysis


24

Our 2019 Named Executive Officers

24

Executive Summary

25

Compensation Philosophy and Practices

26

How We Determine Executive Compensation

28

2019 Compensation Program Elements

30

Other Considerations Important to Our Compensation Program

34

Report of the Management Development and Compensation Committee

36

Executive Compensation Tables

37

Summary Compensation Table

37

2019 Grants of Plan-Based Awards Table

39

Narrative Disclosure to Summary Compensation Table and 2019 Grants of Plan-Based Awards Table

39

Outstanding Equity Awards at Fiscal Year-End

40

Option Exercises and Stock Vested

42

Potential Payments Upon Termination or Change of Control

42

Pay Ratio Disclosure


49

Employee, Officer and Director Hedging


49

Item No. 2 – Advisory Vote on the Compensation of the Company's Named Executive Officers for 2019 (Say-On-Pay)


50

Report of the Audit Committee


51

Item No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm


53

Securities Authorized for Issuance Under Equity Compensation Plans


55

Equitrans Midstream Corporation Directors' Deferred Compensation Plan

55

Additional Information


56

Proposals, Board Recommendations, Vote Required, and Broker Non-Votes

56

Corporate Secretary Contact Information

56

Notice of Internet Availability of Proxy Materials

57

Voting Instructions

57

Participating in the Annual Meeting

60

Other Matters

60

Appendices


A-1

Appendix A – Related Person Transactions with EQT and EQM

A-1

Appendix B – Non-GAAP Financial Information

B-1

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PROXY STATEMENT SUMMARY


OUR FIRST YEAR AS AN INDEPENDENT PUBLICLY TRADED COMPANY

2019 marked our first full year as an independent publicly traded company. We became publicly traded on November 12, 2018, when our former parent company, EQT Corporation (EQT), separated its midstream business from its upstream business (the Separation). As a stand-alone company, we are 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, 2019 describes our company and the assets and liabilities that comprise our business.


 



This summary highlights information about Equitrans Midstream Corporation and the upcoming 2020 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.

WE INITIATED THE FINAL STEP OF OUR SIMPLIFICATION STRATEGY

    Following the Separation, we executed a series of transactions to enhance and simplify our operating structure (the Simplification Transactions) as well as grow our asset footprint, including the acquisition of 100% of the outstanding common units of EQGP Holdings, LP (EQGP) and the elimination of the EQM Midstream Partners, LP (EQM) incentive distribution rights (IDRs). Following completion of the Simplification Transactions, EQM successfully completed the strategic acquisition of a 60% interest in Eureka Midstream Holdings, LLC (Eureka Midstream) and a 100% interest in Hornet Midstream Holdings, LLC (Hornet Midstream). On February 27, 2020, the Company announced several transformational transactions including: (i) EQM's execution of a 15-year global gas gathering agreement with EQT providing for 3.0 Bcf per day of initial minimum volume commitments (MVCs) with step-ups to 4.0 Bcf per day; (ii) the Company's execution of two share purchase agreements with EQT pursuant to which the Company repurchased and retired 25,299,752 shares of its common stock; and (iii) a definitive agreement to acquire all of the outstanding public common units of EQM in a share-for-unit transaction in which each outstanding common unit of EQM will be exchanged for 2.44 shares of Company common stock (the EQM Merger). In connection with the EQM Merger, ETRN will issue newly created ETRN preferred stock for a portion of the issued and outstanding Series A Preferred Units of EQM. The EQM Merger is expected to close in mid-2020, following which EQM will no longer be a publicly traded entity.

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Equitrans Midstream Corporation - 2020 Proxy Statement     i


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ANNUAL MEETING

  Time and Date:   2:00 p.m. (Eastern Time) on Wednesday, May 20, 2020

 

Place:

 

Online at www.virtualshareholdermeeting.com/ETRN2020

 

Record Date:

 

March 12, 2020

 

Participation:

 

You are entitled to participate in the virtual annual meeting if you were an Equitrans Midstream shareholder as of the close of business on the record date. See "Additional Information — Participating in the Annual Meeting" on page 60 of this proxy statement for additional information and instructions.

VIRTUAL ANNUAL MEETING

Due to the ongoing public health considerations associated with COVID-19, and because the health, safety and well-being of our employees and shareholders is of utmost importance to us, we will be holding our 2020 annual meeting of shareholders solely via webcast. 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 allow shareholders to vote electronically. See "Participating in the Annual Meeting" for additional information.


MATTERS TO BE VOTED UPON

   
  Board Voting
Recommendation

  Page for more
Information


 

 

 

 

 

 
 

Item No. 1: Election of nine directors, each for a one-year term expiring at the 2021 annual meeting of shareholders

  FOR
EACH NOMINEE
  1
 

Item No. 2: Approval, on an advisory basis, of the compensation of Equitrans Midstream's named executive officers for 2019 (Say-on-Pay)

 

FOR

 

50

 

Item No. 3: Ratification of the appointment of Ernst & Young LLP as Equitrans Midstream's independent registered public accounting firm for 2020

 

FOR

 

53

ii    Equitrans Midstream Corporation - 2020 Proxy Statement


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BOARD AND BOARD COMMITTEES

   
   
   
   
  Equitrans Midstream Board
Committee Membership
  Name, Principal Occupation &
Current Other Public Company Board Service

   
  Director
Since

   
  Age
  Independent
  AC
  CGC
  MDCC
  HSSE
  Vicky A. Bailey   67   2018   GRAPHIC       GRAPHIC       GRAPHIC
  President, Anderson Stratton International, LLC
& Vice President, BHMM Energy Services, LLC
                  Chair        

 

Current Other Public Company Boards: Cheniere Energy, Inc., PNM Resources, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Sarah M. Barpoulis   55   2020   GRAPHIC                
  President, Interim Energy Solutions, LLC                            

 

Current Other Public Company Boards: South Jersey Industries, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Kenneth M. Burke   70   2018   GRAPHIC   GRAPHIC   GRAPHIC        
  Retired Partner, Ernst & Young LLP               Chair            

 

Current Other Public Company Boards: EQM Midstream Partners, LP

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Patricia K. Collawn   61   2020   GRAPHIC                
  Chairman, President and Chief Executive Officer, PNM Resources, Inc.                            

 

Current Other Public Company Boards: PNM Resources, Inc., CTS Corporation*

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Margaret K. Dorman   56   2018   GRAPHIC   GRAPHIC       GRAPHIC    
  Retired Executive Vice President, Chief Financial Officer and Treasurer, Smith International, Inc.                       Chair    

 

Current Other Public Company Boards: Range Resources Corporation

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Thomas F. Karam (Chairman)   61   2018                   GRAPHIC
  Chairman and Chief Executive Officer, Equitrans Midstream Corporation and the general partner of EQM Midstream Partners, LP                            

 

Current Other Public Company Boards: EQM Midstream Partners, LP

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  D. Mark Leland   58   2020   GRAPHIC                
  Retired Interim Chief Executive Officer, Deltic Timber Corporation and former Executive Vice President and Chief Financial Officer, El Paso Corporation                            

 

Current Other Public Company Boards: PotlatchDeltic Corporation, Altus Midstream Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Norman J. Szydlowski   68   2018   GRAPHIC           GRAPHIC   GRAPHIC
  Retired President and Chief Executive Officer, SemGroup Corporation                           Chair

 

Current Other Public Company Boards: None

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Robert F. Vagt (Lead Independent Director)   73   2018   GRAPHIC   GRAPHIC   GRAPHIC   GRAPHIC    
  Retired President, The Heinz Endowments                            

 

Current Other Public Company Boards: Kinder Morgan, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  AC   Audit Committee   MDCC   Management Development and Compensation Committee
  CGC   Corporate Governance Committee   HSSE   Health, Safety, Security and Environmental Committee
*
Ms. Collawn has indicated that she will step down from the board of directors of CTS Corporation as promptly as practicable in order to minimize disruption during the COVID-2019 outbreak.

Equitrans Midstream Corporation - 2020 Proxy Statement     iii


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GOVERNANCE HIGHLIGHTS

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BUSINESS HIGHLIGHTS

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iv    Equitrans Midstream Corporation - 2020 Proxy Statement


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COMPENSATION HIGHLIGHTS

As 2019 was our first full year as a publicly traded company, the Management Development and Compensation Committee (Compensation Committee) of the Company's Board of Directors adopted a compensation philosophy and developed new programs and practices which differed materially from the pre-Separation compensation structure. Our new compensation program: (i) seeks to align total direct compensation for our named executive officers (NEOs) using market comparables and other relevant factors; (ii) is weighted towards variable pay which requires the Company to achieve well-defined performance metrics in order for NEOs to realize annual and certain performance-based long-term incentives; (iii) limits executive perquisites and provides retirement and other benefit programs that are the same for all salaried employees; and (iv) delivers transparency and fairness to shareholders, employees and other stakeholders while encouraging sound business strategy and execution that leads to long-term shareholder value.

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The majority of our NEO compensation is performance-based and is issued in the form of both annual 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 target mix of the compensation program elements for the CEO and other NEOs is shown below.

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Equitrans Midstream Corporation - 2020 Proxy Statement     v


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IMPORTANT DATES FOR 2021 ANNUAL MEETING OF SHAREHOLDERS

Shareholder proposals submitted for inclusion in Equitrans Midstream's 2021 proxy statement under Securities and Exchange Commission (SEC) rules must be submitted in writing and received by Equitrans Midstream's Corporate Secretary on or before December 10, 2020.
 
Under Equitrans Midstream's bylaws, if a shareholder would like to present a matter not included in our proxy statement in person at the 2021 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 January 20, 2021, and no later than the close of business on February 19, 2021.
 
Under our proxy access bylaws provision, a shareholder, or group of twenty or fewer shareholders, owning continuously for at least three years, 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 Equitrans Midstream's proxy statement director nominees constituting the greater of (i) two and (ii) 20% of the Board of Directors of Equitrans Midstream. Shareholders will not be able to take advantage of our proxy access bylaws to satisfy the ownership requirement until our shareholders' meeting in 2022 (which is three years from the Separation).
 

For additional information, see "Additional Information – Shareholder Proposals and Director Nominations" on page 61 of this proxy statement.

vi    Equitrans Midstream Corporation - 2020 Proxy Statement


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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 nine 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 2020 annual meeting. Mses. Vicky A. Bailey, Sarah M. Barpoulis, Patricia K. Collawn, and Margaret K. Dorman, 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 2021 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 following chart provides an overview of the attributes represented on our Board of Directors, in addition to each director's competencies included in the director profiles on the following pages.


INDEPENDENT
DIVERSE
EXPERIENCED


The Board selected our nine nominees based on a review of the attributes discussed on page 14 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 will provide management with strong independent oversight as we implement our strategic objectives.

OUR DIRECTOR NOMINEES



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Each of our director nominees brings a unique skillset to the Board of Directors. Notably, all nine of our director nominees:

are experienced in Energy, Regulatory, Utility and/or Government;

have experience in the fields of finance, accounting and/or audit and control; and

have prior experience on the boards of other publicly traded companies.

Our director nominees are also experienced in the following areas:

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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.

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Director Nominees

Vicky A. Bailey Age 67 Director since November 2018

Ms. Bailey has served as President, Anderson Stratton International, LLC (strategic consulting and government relations), since November 2005; and Vice President, BHMM Energy Services, LLC (utility and facilities management services), since January 2006. Ms. Bailey has been a director of Cheniere Energy, Inc. (an energy company primarily engaged in liquefied natural gas related businesses) since March 2006 and 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) (PNM Resources) since January 2019. She was a director of EQT Corporation from June 2004 until 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 PSI Energy, Inc. (a regulated utility) 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 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, Security and Environmental Committee.

     
Sarah M. Barpoulis Age 55 Director since February 2020

Ms. Barpoulis has served as a director of Equitrans Midstream since February 2020. 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 has served as a director of South Jersey Industries, Inc. (a publicly traded energy services holding company) (SJI) since April 2012 and currently serves as a member of the Audit Committee (serving as Chair since 2017), the Executive Committee, the Strategy and Finance Committee and the Compensation Committee of SJI. She previously 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 a National Association of Corporate Directors Board Leadership Fellow, demonstrating her commitment to the highest standards of board leadership.



   

Equitrans Midstream Corporation - 2020 Proxy Statement     3


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Kenneth M. Burke Age 70 Director since November 2018

Mr. Burke was a Partner at Ernst & Young LLP (EY) (a Big Four accounting firm) between October 1982 and 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) in September 2018, and serves as a member of the Audit Committee of EQM's general partner. Mr. Burke served as a director of EQT Corporation from January 2012 until the Separation and on the board of directors and as Chair of the Audit Committee of EQGP's general partner until the Company's acquisition of the interests in EQGP not held by the Company in January 2019 (the EQGP Buy-In).

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.

     
Patricia K. Collawn Age 61 Director since April 2020

Ms. Collawn has served as director of Equitrans Midstream since April 2020. Ms. Collawn has served as President and Chief Executive Officer of PNM Resources, Inc. (a publicly traded energy holding company that provides electricity to homes and businesses in New Mexico and Texas through two regulated utilities) (PNM Resources) since 2010. She has also served as a director of PNM Resources since 2010 and was appointed Chairman of its board of directors in 2012. Ms. Collawn joined PNM Resources in 2007 and served as President and Chief Operating Officer and President, Utilities of PNM Resources prior to her promotion to President and Chief Executive Officer in 2010. In addition to serving on the board of directors of PNM Resources, Ms. Collawn has served as an independent director of CTS Corporation (a publicly traded designer and manufacturer of sensors, actuators and electronic components for various industries) since 2003. Ms. Collawn has indicated that she will step down from the board of directors of CTS Corporation as promptly as practicable in order to minimize disruption during the COVID-19 outbreak.

Qualifications: As a senior executive in the power utilities sector for more than 20 years, Ms. Collawn has an in-depth understanding of the complex regulatory structure of the utility industry, as well as substantial operations experience, having also served as President and Chief Executive Officer of Public Service Company of Colorado, an Xcel Energy, Inc. subsidiary. Additionally, she is serving as chairman of the Electric Power Research Institute (an independent, non-profit center for public interest energy and environmental research, including sustainability and carbon reduction matters); and she previously served as the first female chairman of the board of directors of the Edison Electric Institute (a national association of investor-owned electric companies). Along with her executive leadership experience and a focus on corporate governance, cybersecurity, and environmental and sustainability matters, Ms. Collawn brings both commercial and operational expertise through her work in the public utility sector.



   

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Margaret K. Dorman Age 56 Director since November 2018

Ms. Dorman served as Chief Financial Officer and Treasurer of Smith International, Inc. (a publicly traded supplier of oil and gas products and services) (now part of Schlumberger Limited), between May 1999 and October 2009. Ms. Dorman has served as a director and member of the Audit Committee and Governance and Nominating Committee of Range Resources Corporation (a publicly traded petroleum and natural gas exploration and production company) since July 2019. Ms. Dorman has also been a director of privately-held Rubicon Oilfield International (provider of oilfield products and technologies) since August 2018, where she serves as Chair of the Audit Committee and a member of the Compensation Committee. She also served as a director of EQT Corporation from January 2012 until the Separation.

Qualifications: Ms. Dorman brings to Equitrans Midstream a wealth of financial expertise and experience in the energy industry, having served in numerous financial positions with Smith International, Inc., including as the Chief Financial Officer for more than a decade, during a period of expansive growth. Previously, Ms. Dorman held management positions with Landmark Graphics, prior to its acquisition by Halliburton Corporation, and EY. She has experience directing financial accounting functions, building banking relationships, structuring debt and equity financings, integrating acquisitions and interacting with shareholders as the lead investor relations executive. Ms. Dorman also has other board and audit committee experience, having served as a director of EQT as well as Hanover Compressor Company (a full service natural gas compression business) (now part of Exterran Holdings, Inc.) from February 2004 through the date of the Exterran Holdings merger in August 2007.

Ms. Dorman is Chair of the Compensation Committee and a member of the Audit Committee.

     
Thomas F. Karam Age 61 Director since November 2018

Mr. Karam was appointed Chairman of the Board of Directors and Chief Executive Officer of Equitrans Midstream in July 2019. 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 is also currently the Chairman and Chief Executive Officer of EQM's general partner since July 2019, 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 EQGP Buy-in 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. 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.

Mr. Karam is a member of the Health, Safety, Security and Environmental Committee.



   

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D. Mark Leland Age 58 Director since January 2020

Mr. Leland has served as a director of Equitrans Midstream since January 2020. Previously, 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 and Altus Midstream Company (and its predecessor) (a publicly traded midstream company providing gathering processing and transportation services in the Permian Basin) since April 2016. 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 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 LPG) 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 energy and private companies provide significant contributions to the Board.

     
Norman J. Szydlowski Age 68 Director since November 2018

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 served as a director of EQT Corporation from November 2017 until the Separation and as a director of the general partner of 8point3 Energy Partners, LP (a publicly traded joint venture 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 Chair of the Health, Safety, Security and Environmental Committee and a member of the Compensation Committee.



   

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Robert F. Vagt Age 73 Director since November 2018

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 served as a director of EQT Corporation from November 2017 until the Separation. Mr. Vagt 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 Rice Midstream Partners LP (acquired by EQM in July 2018), serving as board Chair from December 2014 through November 2017. 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.

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 in both the public and private sectors makes him an important advisor and member of Equitrans Midstream's Board. Mr. Vagt brings to the Board operations and management expertise in both the public and private sectors. 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, the Compensation Committee, and the Corporate Governance Committee.



   

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CORPORATE GOVERNANCE AND BOARD MATTERS

Board Meetings and Committees

The Board currently has four standing Committees: Audit, Management Development and Compensation, Corporate Governance, and Health, Safety, Security 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 "Investors" 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 encourages them to do so.

In 2019, our Board held 14 meetings, with regular communication between meetings, and each of our directors serving on the Board during 2019 attended at least 90% 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 2019.

Audit Committee


Members
Kenneth M. Burke (Chair)
Margaret K. Dorman
Robert F. Vagt
 
Meetings Held in 2019:9

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 Ms. Dorman and Messrs. Burke 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, Ms. Dorman and Messrs. Burke and Vagt also have accounting or related financial management experience under applicable NYSE listing standards.

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Management Development and Compensation Committee


Members
Margaret K. Dorman (Chair)
Norman J. Szydlowski
Robert F. Vagt
 
Meetings Held in 2019:9

Primary Responsibilities:    The Compensation Committee:

assists the Board in the discharge of its fiduciary responsibilities relating to agreements with, and the fair and competitive compensation of, the Company's Chief Executive Officer and other executive officers;
designs, administers 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 and, as required, administers the Company's benefit plans;
oversees the Company's management development program for the Company's executive officers and other key members of management; 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 (i) meets the independence requirements of the NYSE or any other national securities exchange on which the securities of the Company are listed and applicable federal securities law, including the rules and regulations of the SEC, and (ii) satisfies the requirements of an outside director for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code).

Corporate Governance Committee


Members
Vicky A. Bailey (Chair)
Kenneth M. Burke
Robert F. Vagt
 
Meetings Held in 2019:11

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;
recommending director independence determinations to the Board; 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.

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Health, Safety, Security and Environmental Committee


Members
Norman J. Szydlowski (Chair)
Vicky A. Bailey
Thomas F. Karam
 
Meetings Held in 2019:5

Primary Responsibilities:    The Health, Safety, Security and Environmental (HSSE) Committee:

provides input and direction to management and the Board about the Company's approach to health, safety, security (including cybersecurity), and environmental policies, programs and initiatives and reviews the Company's activities in those areas;
provides input and direction to management and the Board regarding the Company's approach to developing, and ultimately implementing, a centralized environmental, social responsibility and governance (ESG) process, and provides oversight of the Company's ESG matters;
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;
reviews the Company's disclosures regarding the Committee's role in the oversight of the Company's HSSE-related risk management; and
ensures that appropriate HSSE goals are in place and evaluates the Company's progress toward those goals.

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 total direct compensation for named executive officers 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 our section titled "Compensation Discussion and Analysis — Determination of Target Total Direct Compensation (TDC)" below. When appropriate, the Compensation Committee may also provide certain limited perquisites and other benefits to executive officers and other key employees.

The Compensation Committee, with the approval of the Company's Board, establishes 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 Mercer (US) Inc. (Mercer) as its independent consultant to aid the Compensation Committee in performing its duties. Representatives of Mercer provided the Compensation Committee with market data and counsel regarding executive officer compensation programs and practices, discussed in more detail in our "Compensation Discussion and Analysis" below. Representatives of Mercer 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 has arisen in connection with the work of Mercer as compensation consultant for the Compensation Committee.

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

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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 its independent compensation consultant, and takes them into consideration when making the Compensation Committee's decisions and recommendations. When establishing total direct compensation for executive officers and reviewing actual performance against established metrics, the Compensation Committee considers the Chief Executive Officer's compensation recommendations. The Chief Executive Officer does not participate in Compensation Committee or Board deliberations about his compensation.

The Compensation Committee has delegated limited authority to Mr. Karam, in his 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 (ETRN LTIP). These awards must follow established guidelines, are reviewed by the Compensation Committee on a quarterly basis, and include New Hire, CEO, Retention and Discretionary New Hire Awards.

The Compensation Committee has approved a pre-established basket to provide for off-cycle awards to new hires eligible for an award under the ETRN LTIP. The guidelines are as follows:

    Individuals hired after the annual grant date that would have qualified for a grant may be awarded restricted shares or units in an amount not to exceed the median target for the position. Under this limited authorization, individual grants may not exceed $75,000 and would not apply to newly hired executive officers or direct reports of the Chief Executive Officer.
    The aggregate award value of all awards as of the date of any grant may not exceed $725,000.

The Compensation Committee has also approved a pre-established basket to provide for CEO Awards, Retention Awards, and Discretionary New Hire Awards to individuals other than executive officers and direct reports of the Chief Executive Officer. The guidelines are as follows:

    CEO Awards may be made to employees on the condition that no award exceeds $5,000 per employee per grant and the employee did not receive a long-term incentive grant in connection with the current year annual grant process.
    Retention Awards may be made to employees who have received a long-term incentive grant in the past on the condition that no award exceeds $25,000 per employee per grant.
    Discretionary New Hire Awards 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.
    In each case, the aggregate award value of all awards granted as of the date of any grant may not exceed $200,000.

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 our policies and procedures regarding executive compensation below under the caption "Compensation Discussion and Analysis."

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Board Leadership Structure

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 Chief Executive Officer 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 Chief Executive Officer should be separate, and if separate, whether the Chairman should be an outside director or an inside director. In July 2019, the Board concluded that combining the functions of Chairman and Chief Executive Officer was the most effective leadership structure for the Company and appointed Mr. Karam as the Chairman of the Board. The Board believes the present structure provides the Company and the Board with strong leadership and appropriate independent oversight of management, with a strong Lead Independent Director in Mr. Vagt and a board structure that is now 89% independent. In addition, a combined Chairman and Chief Executive Officer allows the Company to communicate its business, strategy and value to shareholders, investors, employees, 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 our Lead Independent Director if recommended by the Corporate Governance Committee and approved by the Board.

In July 2019, 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.

Our Lead Independent Director:

convenes, presides over and sets agendas for regularly scheduled and special executive sessions of independent/non-management directors (which typically occur at each regularly scheduled meeting of the Board), and calls a meeting of the independent/non-management directors, if requested by any other director;

presides over any meeting at which the Chairman is not present;

consults with the Chairman to set the annual calendar of topics to be covered at Board meetings and reviews meeting agendas;

facilitates an assessment process with respect to the Board as a whole as well as for individual directors; and

serves as the designated director to speak with shareholders (when requested) and to receive communications from interested parties.

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Board's Role in Risk Oversight

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
     
Audit Committee

Discusses the Company's process for assessing major risk exposures and the 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 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

  Corporate Governance Committee

Addresses governance of the Company, including its director compensation structure, 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 members of the highest possible caliber to provide insightful, intelligent, and effective guidance to management

Reviews plans for management succession

Reviews periodically and makes such recommendations regarding the Company's risks as may be delegated to the Committee by the Board

     
     
Management Development 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

  Health, Safety, Security and Environmental Committee

Provides input and direction to management and the Board about the Company's approach to ESG issues and HSSE policies, programs and initiatives, and reviews the Company's activities in those areas

Reviews the overall adequacy of, and provides oversight with respect to, HSSE policies, programs, procedures and initiatives of the Company

Reviews periodically and makes recommendations regarding the Company's risks as may be delegated to the Committee by the Board

     

Management

    Certain executive officers and other members of management who oversee day-to-day risk management meet periodically throughout the year to review, prioritize and address the Company's major risk exposures and consider new or emerging risks, the results of which are reported to the Board on a regular basis.

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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 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 our 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 characteristics and business experience of the candidate against the ideal attributes identified below. Candidates generally possessing these attributes are further evaluated against of 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.

The Board initiated a search for one or more new directors in the fourth quarter of 2019. While a third-party search firm was hired to identify potential director candidates, non-management members of the Board identified Mses. Barpoulis and Collawn and Mr. Leland as potential candidates and after, among other things, a thorough vetting process, interviews with our entire Board and recommendations by the Corporate Governance Committee, the Board appointed Mses. Barpoulis and Collawn and Mr. Leland to the Board effective February 1, 2020, April 1, 2020 and January 30, 2020, respectively, with a term expiring at the 2020 annual meeting of shareholders. With the appointment of the three new directors, the Company has expanded its Board size to nine directors, eight of whom are independent and four of whom are female.

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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 January 20, 2021, and no later than the close of business on February 19, 2021.

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.

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

    In addition, the Company may require the shareholder to provide such further information as the Company may reasonably request.

Please see "Corporate Secretary Contact Information" under the caption "Additional Information" on page 56.

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.
 
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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 "Investors" 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 request by a shareholder to the Corporate Secretary. See "Corporate Secretary Contact Information" under the caption "Additional Information."

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

Eight of the nine members of the Board are independent of the Company and its management and four of the nine members of the Board are female

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, and Corporate Governance 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 Health, Safety, Security and Environmental 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 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 or reaches the age of 76

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 clawback policy, applicable to current and former executive officers of the Company

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Shareholder Engagement

We value feedback from our shareholders and are committed to engaging in an active dialogue with our shareholders year-round. During our first year as an independent publicly traded company, our management team spent a significant amount of time meeting and speaking to our shareholders. We welcome feedback from our shareholders and strive to maintain the best governance, compensation, and oversight practices.

Independence and Related Person Transactions

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, and which are included in our corporate governance guidelines found on the Company's website at www.equitransmidstream.com.

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 our 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 2020, our Board, in coordination with our Corporate Governance Committee, made an independence determination for each of our directors and director nominees and affirmatively determined that all of our directors and director nominees are independent, other than Mr. Karam.

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 review Related Person Transactions (as defined below) not otherwise approved by 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 to the Corporate Governance Committee for its review. The Corporate Governance Committee then determines whether to approve, ratify, 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.

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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 with Directors and Executive Officers

No reportable transactions between the Company and any of its directors or executive officers occurred during 2019, and there are no such proposed transactions.

Related Person Transactions with EQT and EQM

A discussion of related person transactions with EQT and EQM is attached on Appendix A to this Proxy Statement.

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 2019, 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.

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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 Mercer to review director compensation. Mercer performed a review of the compensation paid to our non-employee directors relative to a group of peer companies identified by Mercer and approved by the Corporate Governance Committee. In light of the non-employee directors' roles and responsibilities and after considering director compensation at relevant peer group companies, Mercer recommended the following non-employee director cash and equity-based compensation, which was approved by our Board for the 2019 and 2020 calendar years.

Compensation Feature   2019   2020
Annual cash retainer — Board member   $100,000   $100,000
Annual cash retainer — Committee Chair   Audit: $20,000

Compensation: $20,000

All other Committees: $15,000

  $20,000

$20,000

$15,000

Annual cash retainer — Committee member (excluding the Chair)   Audit: $7,500

Corporate Governance,
Compensation, HSSE:
None

  $7,500

None

Annual retainer — Chairman of the Board and Lead Independent Director   Chairman: $25,000

Lead Independent Director: $25,000

  $0

$25,000

Deferred stock units   Value equal to $150,000   Value equal to $150,000

Equity-Based Compensation

The Company grants to each non-employee director, on an annual basis, stock units under the ETRN LTIP, the payouts of which are deferred under Equitrans Midstream's Directors' Deferred Compensation Plan (the Director Plan). Each deferred stock unit vests upon award and will be payable upon termination of service as a director of Equitrans Midstream. Each deferred stock unit is equal in value to one share of Equitrans Midstream 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. Accordingly, Mses. Barpoulis and Collawn and Mr. Leland received pro-rated grants of 14,200, 8,440, and 13,970 deferred stock units, respectively, when they joined the Board on February 1, 2020, April 1, 2020, and January 30, 2020, respectively.

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 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 director. The directors' deferred compensation accounts are unsecured obligations of the Company. Messrs. Szydlowski and Porges, the Chairman of our Board through December 31, 2019, deferred fees under the Director Plan during 2019.

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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, 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 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 director to eligible charities, up to an aggregate total of $50,000 per director in any calendar year.

    The Company reimburses 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.

2019 Directors' Compensation Table

The table below shows the total 2019 compensation of the Company's non-employee directors.

Name (1)


Fees Earned or
Paid in Cash
($)(2)



Stock
Awards
($)(3)



All Other
Compensation
($)(4)



Total
($)

Ms. Bailey

114,559 150,150 92,603 357,312

Mr. Burke

119,539 150,150 220,684 490,373

Ms. Dorman

127,011 150,150 54,247 331,408

Mr. Porges

113,179 150,150 76,481 339,810

Mr. Szydlowski

115,000 150,150 66,795 331,945

Mr. Vagt

131,992 150,150 82,055 364,197
(1)
Mses. Barpoulis and Collawn and Mr. Leland joined the board in February 2020, April 2020, and January 2020, respectively.

(2)
Includes annual cash retainers, meeting fees and committee chair fees, some of which have been deferred at the election of the director.

(3)
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 director during 2019. On January 1, 2019, the Company granted 7,500 deferred stock units with a grant date fair value of $150,150 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 December 31, 2018, the business day prior to the grant date, of $20.02.

(4)
This column reflects (i) accrued dividends on Company deferred stock units; (ii) annual premiums paid for life insurance and travel accident insurance policies ($48.46 per director other than Mr. Burke and $24.23 for Mr. Burke); (iii) the following matching gifts made to qualifying organizations under the Equitrans Midstream Foundation's Matching Gifts Program: Ms. Bailey — $11,500; Mr. Porges — $50,000; Mr. Szydlowski — $34,740; and Mr. Vagt — $50,000; and (iv) with respect to Mr. Burke, compensation for his services as a director of EQM's general partner ($166,461, which includes fees of $69,731, accrued distributions on phantom units of $11,502, annual premiums paid for life insurance and travel accident insurance policies of $24.23 and a grant of an equity award valued at $85,203).

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EQUITY OWNERSHIP

Stock Ownership of Significant Shareholders

The following shareholders reported to the SEC that they owned more than 5% of the Company's outstanding common stock as of December 31, 2019:

Name and Address


Shares
Beneficially
Owned



Percent of
Common
Stock
Outstanding




EQT Corporation
625 Liberty Avenue, Suite 1700

Pittsburgh, PA 15222

50,599,503 (1) 19.9 %

Capital International Investors
11100 Santa Monica Blvd, 16th Floor
Los Angeles, CA 90025

31,207,042 (2) 12.3 %

The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355

19,984,036 (3) 7.8 %

BlackRock, Inc.
55 East 52nd Street
New York, NY 10055

19,282,874 (4) 7.6 %

T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202

16,026,282 (5) 6.2 %
(1)
Information based on Amendment No. 1 to Schedule 13G filed with the SEC on February 14, 2020 reporting that EQT had sole dispositive power over 50,599,503 shares. In connection with the Separation, EQT and the Company entered into a Shareholder and Registration Rights Agreement, pursuant to which EQT granted to the Company a proxy to vote the shares of Company common stock owned by EQT immediately after the Separation in proportion to the votes cast by the Company's other shareholders. As a result, EQT does not exercise voting power over any of the shares of Company common stock that it beneficially owns. On March 5, 2020, the Company repurchased and retired 25,299,752 shares of Company common stock held by EQT, after which EQT had sole dispositive power over 25,299,751 shares of Company common stock.
(2)
Information based on Amendment No. 1 to Schedule 13G filed with the SEC on February 14, 2020 reporting that Capital International Investors has sole voting power over 29,934,534 shares and sole dispositive power over 31,207,042 shares.
(3)
Information based on Amendment No. 1 to Schedule 13G filed with the SEC on February 12, 2020 reporting that The Vanguard Group has sole voting power over 115,778 shares, sole dispositive power over 19,856,494 shares, shared voting power over 43,607 shares, and shared dispositive power over 127,542 shares.
(4)
Information based on Amendment No. 1 to Schedule 13G filed with the SEC on February 5, 2020, reporting that BlackRock, Inc. has sole voting power over 18,201,866 shares, and sole dispositive power over 19,282,874 shares.
(5)
Information based on Amendment No. 1 to Schedule 13G filed with the SEC on February 14, 2020, reporting that T. Rowe Price Associates, Inc. has sole voting power over 6,038,268 shares, and sole dispositive power over 15,999,638 shares.

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Equity Ownership of Directors and Executive Officers

The tables below provide the number of shares of Company common stock and EQM common units beneficially owned by the Company's directors and named executive officers and all directors and executive officers of the Company as a group as of March 12, 2020, determined under SEC rules, which include Company shares and EQM common units they had the right to acquire within 60 days after March 12, 2020. At the close of business on March 12, 2020, Equitrans Midstream had 229,689,721 shares of common stock outstanding and EQM had 200,457,630 common units outstanding. 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 and EQM common units beneficially owned by them, subject to community property laws where applicable. None of the shares of Company common stock or the EQM common units are subject to a pledge.

Equitrans Midstream Common Stock

Name




Common
Stock (1)


Percent of
Class (2)

Non-Employee Directors:

         

Vicky A. Bailey

    44,310   *

Sarah M. Barpoulis

    14,862   *

Kenneth M. Burke

    69,025   *

Patricia K. Collawn(3)

      *

Margaret K. Dorman

    64,310   *

D. Mark Leland(4)

    14,748   *

Norman J. Szydlowski

    44,486   *

Robert F. Vagt

    51,596   *

Executive Officers:

         

Thomas F. Karam

    681,599   *

Diana M. Charletta(5)

    90,084   *

Stephen M. Moore

    18,640   *

Kirk R. Oliver(6)

    34,634   *

Brian P. Pietrandrea

    2,688   *

Robert C. Williams(7)

    10,770   *

Directors and executive officers as a group: (14 individuals)

    1,141,752   *
*
Indicates ownership or aggregate voting percentage of less than 1%.

(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 — 44,310 units; Ms. Barpoulis — 14,862 units; Mr. Burke — 44,310 units; Ms. Dorman — 44,310 units; Mr. Karam — 3,604 units; Mr. Leland — 14,621 units; Mr. Szydlowski — 32,452 units; and Mr. Vagt — 32,452 units. For Mr. Szydlowski this column also includes 12,034 deferred stock units, including accrued dividends, that will be settled in common stock in connection with the deferral of director fees, over which Mr. Szydlowski has sole investment but no voting power prior to settlement.
(2)
This column reflects for each of the named executive officers 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 March 12, 2020, all options exercisable by the executive officer and director group within 60 days of March 12, 2020, and all deferred stock units that will be settled in Company common stock upon termination of the directors' service.

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(3)
Ms. Collawn joined the Board on April 1, 2020.
(4)
Shares beneficially owned include 127 shares owned by Energy Income Partners, of which Mr. Leland has sole voting and shared investment power.
(5)
Shares beneficially owned include 8,229 shares owned by Ms. Charletta's husband, of which 69 shares are held in his 401(k) plan account.
(6)
Shares beneficially owned include 18,650 shares that are held in a trust of which Mr. Oliver is a co-trustee and in which he shares voting and investment power.
(7)
Mr. Williams' employment terminated in March 2019. Information regarding Company shares beneficially owned by Mr. Williams is based on information provided by Mr. Williams as of December 5, 2019.

EQM Common Units

Name






Common
Units
Beneficially
Owned (1)(2)




Percentage of
Common Units
Beneficially
Owned

Non-Employee Directors:

         

Vicky A. Bailey

    1,000   *

Sarah M. Barpoulis

      *

Kenneth M. Burke

    6,239   *

Patricia K. Collawn

      *

Margaret K. Dorman

    11,000   *

D. Mark Leland

    23,056   *

Norman J. Szydlowski

      *

Robert F. Vagt

    2,961   *

Executive Officers:

         

Thomas F. Karam

      *

Diana M. Charletta(3)

    3,246   *

Stephen M. Moore

      *

Kirk R. Oliver

      *

Brian P. Pietrandrea(4)

    1,178   *

Robert C. Williams(5)

      *

Directors and executive officers as a

         

group:(14 individuals)

    48,680   *
*
Indicates ownership or aggregate voting percentage of less than 1%.

(1)
This column reflects common units held of record and units owned through a broker, bank or other nominee.
(2)
For Mr. Burke, this column includes 6,239 phantom units, including accrued distributions, to be settled in EQM common units.
(3)
Common units beneficially owned include 1,000 common units held by Ms. Charletta's husband, over which Ms. Charletta has shared voting and investment power.
(4)
Common units beneficially owned include 152 common units over which Mr. Pietrandea shares voting and investment power.
(5)
Mr. Williams' employment terminated in March 2019. Information regarding common units beneficially owned by Mr. Williams is based on information provided by Mr. Williams as of December 5, 2019.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (Exchange Act), requires our directors, executive officers, and anyone holding 10% or more of a registered class of our equity securities (reporting persons) to file reports with the SEC showing their holdings of, and transactions in, these securities. Based solely on a review of copies of such reports, and written representations from each reporting person that no other reports are required, we believe that for 2019 all reporting persons filed the required reports on a timely basis under Section 16(a), except that, due to an administrative error at the Company, on January 6, 2020, Ms. Charletta filed a late Form 4 amendment related to the vesting of a former EQT award that converted into an ETRN award in connection with the Separation held by her husband, which was settled in cash.

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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).

Our 2019 Named Executive Officers

As of December 31, 2019, 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 better position and grow our business as an independent midstream company.

This CD&A and the executive compensation tables in this proxy statement also include Robert C. Williams, former Vice President and General Counsel of the Company, who is required to be included as an NEO under the SEC rules. Mr. Williams was not employed by the Company at December 31, 2019. We discuss certain aspects of his 2019 compensation in this CD&A and describe compensation received upon his departure from the Company in the section titled "Potential Payments Upon Termination or Change of Control".

This CD&A is divided into the following sections:

GRAPHIC

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Executive Summary

COMPENSATION PHILOSOPHY AND OVERVIEW  

2019 marked our first full year as a separate publicly-traded company.

The Management Development and Compensation Committee (and for purposes of this CD&A, the Committee) functions independently from management in determining and overseeing compensation programs and practices.

The Committee adopted a compensation philosophy and developed new programs and practices which differed materially from the pre-Separation compensation structure.

The compensation program includes three key elements (base salary, annual incentives and long-term incentives) and seeks to align total direct compensation (TDC) for our NEO positions using market comparables and other relevant information.

The program is designed to pay for performance and is weighted towards variable pay which requires the Company to achieve well-defined performance metrics in order for NEOs to realize annual and performance-based long-term incentives.

Retirement and other benefit programs are the same for all employees and executive perquisites are limited.

The program delivers transparency and fairness to shareholders, employees and other stakeholders while encouraging sound business strategy and execution that leads to long-term shareholder value.

     
COMPANY HIGHLIGHTS IN 2019  

Completed significant work to stand-up the company as a separate public entity.

Made substantial progress in completing the 303-mile Mountain Valley Pipeline in spite of numerous legal and regulatory challenges.

Delivered on the Company's plan to simplify its legal structure by acquiring all of the publicly held EQGP common units and eliminating EQM's incentive distribution rights.

Completed the acquisition by EQM of a 60 percent interest in Eureka Midstream and successfully integrated the Eureka Midstream business.

Achieved 57 percent improvement in our Incidents with Serious Potential Rate and a 35 percent reduction in the Total Recordable Injury Rate from 2018.

Delivered 78 percent reduction in our Controllable Erosion and Sediment Rate from 2018.

Achieved record gathered volumes of 7.8 TBtu/day during 2019, a 21 percent increase from 2018.

     
HOW DID WE PAY OUR NEOS IN 2019?  

2019 base salaries were established by the Committee to provide competitive salaries versus designated peer group positions while enabling retention of high performing executives. Certain NEOs were promoted during 2019 and were awarded base salary increases.

2019 annual cash incentives earned under the 2019 plan year for the Short-Term Incentive Plan (STIP) were based on achievement of three performance metrics: Company EBITDA (50 percent), controllable costs (25 percent) and health, safety and environmental (HSE) metrics (25 percent). The Company achieved 2019 STIP payouts of 154 percent of target which were paid in early 2020.

2019 long-term incentive target awards (LTIP) were granted using a mix of performance-based restricted stock units (PRSUs) with a three-year performance period and time-based restricted stock awards (RSAs), which cliff vest after three years. NEOs earn from zero to 200 percent of the target PRSUs units awarded based on the relative total shareholder return (TSR) of the Company versus our TSR Peer Group (defined below) (80 percent) and the cumulative TSR per share amount versus an established target (20 percent). Following the Separation, the PRSUs were granted for the first time in 2019, linked to the Company's performance for the three-year period ending on December 31, 2021. Thus, no payouts have been earned under the program.

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This CD&A, the "Narrative Disclosure to Summary Compensation Table" and "2019 Grants of Plan-Based Awards Table" contain references to 2019 Company EBITDA, a financial measure that has not been calculated in accordance with U.S. generally accepted accounting principles (GAAP), which is also referred to as a non-GAAP supplemental financial measure. Attached as Appendix B is a reconciliation of 2019 Company EBITDA to 2019 Company net income (loss), the most directly comparable GAAP financial measure, as well as other important disclosures regarding non-GAAP financial measures.

Compensation Philosophy and Practices

The first step by the Committee in the design of the 2019 compensation structure was to adopt 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 establish key elements of compensation (base salary, annual short-term incentive and long-term incentive targets) that are competitive with the compensation levels in the Company's Compensation Peer Group (defined below).

      The program should ensure all short-term incentives and the majority 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.

      The program should encourage a culture of integrity, safety and collaboration and seek to emphasize favorable Environment, Social and Governance behavior.

      The program should be transparent and fair to 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.

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GRAPHIC

In addition to what we do and do not do, we have implemented the following compensation policies to provide accountability to our Company and our shareholders:

GRAPHIC

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How We Determine Executive Compensation

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 (STIP)

      long-term incentives (LTIP)

Each element is determined with a view of 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.

    Compensation Element
Description
Objectives
    Base Salary   Fixed compensation that is reviewed annually and is based on performance, experience, responsibilities, skillset and market value.  

Provide a base level of compensation that corresponds to position and responsibilities.

Attract, retain, reward and motivate qualified and experienced executives.

   
    Annual Incentive Program (STIP)   "At-risk" compensation measured against clearly-defined annual financial and operational goals, including Company EBITDA, HSE metrics & Controllable Costs.  

Incentivize our NEOs to achieve near-term goals that ultimately contribute to long-term Company growth and shareholder returns.

 
    Long-Term Incentive Program (LTIP)   Mix of "at-risk" and long-term fixed target compensation consisting of PRSUs and time-based RSAs.

PRSUs earned at zero to 200 percent of target units based on three-year TSR vs. an established performance peer group (80%) and, to a lesser extent, three-year cumulative TSR per share versus a pre-established target amount (20%).

RSAs subject to three-year cliff vesting.

 

Align executives' interests with those of Company shareholders.

Promote stability among leadership via incentives to remain with the Company long-term.

Incentivize executives to achieve goals that drive Company performance over the long-term.

Pay-for-performance structure that results in no payout for PRSUs in the event of poor relative performance versus peers and inability to reach cumulative TSR per share amounts.

   

The majority of our NEO compensation is performance-based 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 target mix of the

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compensation program elements for the CEO and other NEOs is shown below. The charts outline the size, in percentage terms, of each element of target compensation.

GRAPHIC

Determination of Target Total Direct Compensation (TDC)

For 2019, the Committee established the target TDC for 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 Compensation Peer Group as developed by the Committee in consultation with 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 Chief Executive Officer's compensation recommendations (with respect to NEOs other than the CEO); and

      input from the other independent directors of the Board.

In considering 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 as well as cash and equity. The Committee is committed to providing a significant portion of each NEO's compensation in performance-based awards.

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 its independent compensation consultant. The Compensation Peer Group is comprised of nine companies that are generally similar to the Company with respect to business activity and of a similar size as measured by market capitalization, total assets and EBITDA. The 2019 Compensation Peer Group consisted of the following companies:

Buckeye Partners LP

 

Magellan Midstream Partners LP

Crestwood Equity Partners LP

 

ONEOK Inc.

DCP Midstream LP

 

Targa Resources Corp.

Enable Midstream Partners LP

 

Western Gas Partners LP

EnLink Midstream Partners LP

   

Determination of Final Total Compensation for Performance-Based Elements

Throughout the year, the Committee reviews performance against the established STIP and LTIP program matrices. Once the fiscal year has ended, the Committee determines achievement of the performance goals for the STIP and, after the completion of the performance period, the applicable LTIP awards and determines the actual amount to be paid under the STIP and each PRSU award, as applicable.

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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 Mercer as its independent compensation consultant to aid the Committee in performing its duties and designing the compensation philosophy and structure for the Company. Representatives of Mercer 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 Mercer 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 Mercer as compensation consultant for the Committee.

Shareholder Engagement and Say on Pay Results

Shareholders holding over 90 percent of our outstanding shares voted at our 2019 annual shareholders' meeting to approve our Say on Pay proposal regarding our NEOs' 2018 compensation. We recognize that the 2019 Say on Pay results represent a brief snapshot of our compensation arrangements following the Separation and believe the implementation of new compensation programs and practices specifically designed to our Company's needs as a stand-alone midstream business was in our shareholders' best interests.

2019 Compensation Program Elements

The following discussion outlines the targeted 2019 executive compensation program and what we actually paid our NEOs (other than Mr. Williams for 2019 performance). A description of Mr. Williams' 2019 compensation is addressed separately in this CD&A as he was not employed by the Company throughout the entirety of 2019.

2019 Base Salaries

Our Board, upon the recommendation of our Committee, approved the base salaries set forth below for each of our NEOs for 2019:

    Name
Title      
Base
Salary


    Thomas F. Karam   Chairman and Chief Executive Officer   $675,000       
    Kirk R. Oliver   Senior Vice President and Chief Financial Officer   $500,000     
    Diana M. Charletta   President and Chief Operating Officer   $450,000*    
    Stephen M. Moore   Senior Vice President and General Counsel   $375,000     
    Brian P. Pietrandrea   Vice President and Chief Accounting Officer   $224,000*    
*
Our Board increased Ms. Charletta's annual base salary from $400,000 to $450,000 in July 2019 to reflect her additional responsibilities upon taking on the role as our President in addition to continuing as our Chief Operating Officer. Likewise, our Board increased Mr. Pietrandrea's annual base salary from $205,000 to $224,000 in August 2019 to reflect his additional responsibilities upon taking on the role as our Vice President and Chief Accounting Officer.

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GRAPHIC

2019 Annual Incentives (STIP)

Our STIP focuses our NEOs' attention on achieving key near-term goals that drive long-term performance for our Company. In 2019, our STIP's performance goals and results were as shown:

STIP Metrics

In designing the STIP for 2019, our Committee determined that Company EBITDA, Controllable Costs and HSE performance metrics were key drivers to the successful execution of our business.

    Metric
What it Measures
What it Does
    Company EBITDA  

Key business indicator used by management and our investors to evaluate overall performance.

 

Rewards our NEOs based on our annual financial results.

   
    Controllable Costs  

Evaluates how well we manage our costs.

 

Focuses attention on expenses that can erode earnings and drives overall culture of cost control.

 
    Health, Safety and Environmental  

Determines performance against stringent safety and environmental goals.

 

Promotes a culture where safety and environment is embedded into all aspects of our decision-making.

   

 

    2019 STIP Performance
 
                 
    Category
Metric

Weight


Threshold
(50%)




Target
(100%)




Maximum
(200%)




2019
Results




2019
Payout


    Financial   EBITDA     50 % $ 1,175   $ 1,263   $ 1,351   $ 1,271 (1)   109 %  
    ($ in millions)   Controllable Costs     25 % $ 364   $ 340   $ 316   $ 262 (2)   200 %  
        ISP     10 %   1.91     1.56     1.22     0.81          
    HSE(3)   Adj. ISP     5 %   If Actual Rate '0' — Matches ISP Rate Payout     0     200 %  
        Controllable Erosion and Sediment Rate     10 %   0.66     0.54     0.42     0.13          
    Total 2019 STIP Payout           154 %  

Notes:

(1)
As provided under the STIP, the 2019 Results Company EBITDA calculation excludes: (i) EBITDA and expenses related to 2019 acquisitions; and (ii) non-recurring, non-operational gains, losses and impairments. See Appendix B for a reconciliation of Company EBITDA to net income (loss), the most directly comparable GAAP financial measure.

(2)
Controllable Costs is calculated as the sum of the Company's Operating and Maintenance expenses and Selling, General and Administrative expenses. As provided under the STIP, the 2019 Results Controllable Costs excludes specified circumstances or events that occurred during the 2019 plan year, as described above.

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(3)
HSE metrics defined as:

Incidents with Serious Potential (ISP) Rate:  Measures events with precursors that can lead to serious injuries and fatalities.

Adjusted Incidents with Serious Potential Rate:  ISP rate is adjusted by the rate of Observation with Serious Potential (OSP). An OSP is an observation of an activity with precursors that has the potential to become an ISP before the event occurs.

Controllable Erosion and Sediment Rate:  Measures erosion and sediment incidents that are due to the fault of the Company, whether by design, construction or management.

2019 NEO STIP Opportunities and Payments

 

 

NEO



Threshold

Target

Maximum


2019 STIP
Award Earned


 

 

Thomas F. Karam

  $ 336,058   $ 672,115   $ 1,344,230   $ 1,035,057    

 

 

Kirk R. Oliver

  $ 225,001   $ 450,001   $ 900,002   $ 693,000  

 

 

Diana M. Charletta

  $ 208,381   $ 416,761   $ 833,522   $ 641,812    

 

 

Stephen M. Moore

  $ 150,000   $ 300,000   $ 600,000   $ 462,000  

 

 

Brian P. Pietrandrea

  $ 43,124   $ 86,248   $ 172,496   $ 165,400 *  
*
Includes $32,579 discretionary bonus award.

Additional STIP Features

During 2019, the Committee approved a $1 million discretionary bonus pool under the STIP to provide additional payments for individuals demonstrating exceptional performance in connection with the Separation and other non-routine activities. None of our NEOs were eligible for the discretionary aspect of the STIP, except for Mr. Pietrandrea, who became an executive officer during 2019. The Committee considered Mr. Pietrandrea's service to the Company prior to his promotion, including serving as principal accounting officer on an interim basis after the Company's former Chief Accounting Officer retired, and his critical role in integration of the Eureka Midstream and Hornet Midstream businesses, in awarding Mr. Pietrandrea a discretionary bonus for 2019.

STIP payouts are prorated for the portion of the year an individual was employed and based on actual performance achievement. Additionally, in the event of death, disability, qualifying retirement or change in control, the STIP would provide a prorated payout but amounts would be forfeited in all other separation scenarios. The Committee has the authority to make exceptions to the treatment of payouts under the STIP. In connection with the hiring of Mr. Moore as our Senior Vice President and General Counsel in April of 2019, the Committee determined that his STIP payment would not be prorated for his period of employment.

GRAPHIC

Long-Term Incentive Program (LTIP)

Our LTIP aligns our NEOs' interests with those of our shareholders by providing the opportunity to earn incentive compensation based on the Company's long-term success.

Both RSAs and PRSUs awarded to our NEOs are paid in Company stock, further aligning their interests with those of our shareholders.

Time-Based RSAs

The time-based RSAs issued under the 2019 LTIP program cliff-vest after three years of continuous service following the vesting commencement date, which was January 1, 2019. The grant of time-based RSAs helps

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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.

GRAPHIC

Performance-Based RSUs (PRSUs)

The PRSUs issued under the 2019 LTIP program are earned based on Relative TSR and Cumulative TSR Per Share performance over a three-year period, with straight-line interpolation for performance between points.

By basing our PRSUs on Relative and Cumulative TSR Per Share performance over the 2019-2021 performance period, we align our NEOs' interests with those of our shareholders by tying compensation outcomes to our performance relative to our TSR Peer Group and for delivering shareholder value.

The tables below summarize the Relative and Cumulative TSR Per Share performance goals and potential payouts:

    2019-2021 PRSUs — Relative TSR
(80% Weight)


 

 

 

Threshold



Target



Maximum



    25th Percentile   50th Percentile   75th Percentile
or Above
   
    50% Payout   100% Payout   200% Payout  

Our 2019 TSR Peer Group consists of a subset of similarly-sized companies included in the Alerian US Midstream Energy Index (AMUS), as well as, all members of the Compensation Peer Group. The Committee selected the TSR Peer Group in consultation with Mercer, its independent compensation consultant. The Committee believes this larger peer group (as compared to the Compensation Peer Group) is appropriate as it represents the companies with which the Company competes for investment purposes.

Andeavor Logistics LP*

 

Kinder Morgan Inc.

Antero Midstream GP LP

 

Magellan Midstream Partners LP

Buckeye Partners LP*

 

MPLX LP

Cheniere Energy Inc.

 

ONEOK Inc.

Crestwood Equity Partners LP

 

Phillips 66 Partners LP

DCP Midstream LP

 

Plains All American Pipeline LP

Enable Midstream Partners LP

 

Plains GP Holdings LP

Energy Transfer LP

 

Targa Resources Corp.

EnLink Midstream LLC

 

The Williams Companies Inc.

Enterprise Products Partners LP

 

Western Midstream Partners LP

*
Removed effective January 1, 2019 due to industry consolidation.


    2019-2021 PRSUs — Cumulative TSR Per Share
(20% Weight)



 

 

Threshold



Target



Maximum



    $5.95 Per Share   $9.25 Per Share   $11.25 Per Share or Above    
    50% Payout   100% Payout   200% Payout  

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In calculating our Cumulative TSR Per Share, we add the cumulative amount of dividends per share paid during the performance period (measured at the ex dividend date) to the change in our Company's beginning versus ending stock price.

Under all PRSU awards, 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 to determine Relative and Cumulative TSR Per Share.

The target long-term incentive awards to the NEOs were made consistent with the Committee's methodology described above. The number of RSAs and PRSUs awarded to the NEOs were as follows:

 

 

NEO




2019 Time-Based
RSAs Awarded




2019 PRSUs
Awarded


 

 

Thomas F. Karam

    80,919     121,379    

 

 

Kirk R. Oliver

  15,984   23,976  

 

 

Diana M. Charletta

    23,976     35,964    

 

 

Stephen M. Moore

  13,616   20,424  

 

 

Brian P. Pietrandrea

    2,398     3,596    

Amendment of EQT 2018 IPSUP Long-Term Incentive Awards

Prior to our Separation from EQT, Ms. Charletta and Messrs. Pietrandrea and Williams received awards under EQT's 2018 Incentive Performance Share Unit Program (EQT 2018 IPSUP). Effective as of the Separation and pursuant to an Employee Matters Agreement, dated as of November 12, 2018, between us and EQT (Employee Matters Agreement), one-third of the EQT 2018 IPSUP performance shares remained subject to and are earned based on actual performance of EQT for the period beginning January 1, 2018 and ended on December 31, 2018. This tranche of performance shares may vest based on the former EQT performance metrics for the 2018 calendar year and is subject to time-based vesting for the remaining two years of the performance period.

For the remaining two-thirds of the EQT 2018 IPSUP performance shares, the following new performance goals for the post-Separation Company award component were established by our Board, upon recommendation of our Committee, which will vest based on our performance for the period beginning January 1, 2019 and ending December 31, 2020. Note that these awards were designed to mirror the original EQT awards with the exception of the performance goals themselves. Thus, the maximum payout of 300% of target was retained, consistent with the conditions under which they were originally granted:

    Relative TSR
(80% Weight)*


Cumulative TSR Per Share
(20% Weight)



 

 

Threshold



Target



Maximum



Threshold



Target



Maximum



    25th Percentile   50th Percentile   75th Percentile or Above   $3.80 Per Share   $7.10 Per Share   $10.40 Per Share or Above    
    50% Payout   100% Payout   300% Payout   50% Payout   100% Payout   300% Payout  
*
2019 TSR Peer Group utilized

Certain of our NEOs also hold other EQT Incentive Performance Share Unit Program awards that were awarded prior to the Separation and are subject to EQT performance conditions.

Our Committee had no involvement in the setting of performance goals for the outstanding EQT Incentive Performance Share Unit Program awards, including the one-third portion of the EQT 2018 IPSUP that is attributable to the 2018 calendar year; however, as a result of the Separation, it certifies performance achievement pursuant to the applicable plan documents and the Employee Matters Agreement.

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, including 401(k) plan, medical, prescription drug, dental, vision, short- and long-term

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disability, wellness and employee assistance programs. The same contribution amounts, deductibles and plan design provisions are generally applicable to all employees.

Retirement Program

Our NEOs participate in the same defined contribution 401(k) plan as all other Company employees. During 2019, we contributed an amount equal to 6 percent of each participant's base salary to an individual account for each employee (subject to IRS regulations). Beginning in 2020, we began making this 6 percent contribution based on participants' base salaries and annual incentive awards.

We also match every participant's elective deferral contributions by an amount equal to 50 percent of each dollar contributed, subject to a maximum Company matching contribution of 3 percent of the employee's base salary and for 2020, annual incentive awards (subject to IRS regulations).

We do not provide separate executive retirement benefits for our NEOs and eliminated our Payroll Deduction and Contribution Program in 2019 (assumed by us as part of the Separation).

Health Benefits

Our NEOs participate in the same health and welfare benefit plans as all other Company employees. We provide medical, prescription drug, dental, vision, short- and long-term disability, wellness and employee assistance programs. We provide our NEOs and certain other senior members of management with access to an annual executive physical and modest additional life / AD&D insurance coverage reflecting their compensation levels.

NEOs pay the same health benefit contribution amounts and have the same deductibles as applicable to all other Company employees.

Limited Perquisites

The Company provides limited perquisites to its NEOs that, in number and value, are below median competitive levels for the Company's Compensation Peer Group. The perquisites program provides an executive physical and access to a concierge medical program as well as an annual stipend to offset the cost of financial planning services.

See footnote (4) to the Summary Compensation Table below for a discussion of the perquisites provided to the named executive officers in 2019.

Compensation Policies and Practices and Risk Management

Culminating in early 2020, members of the Company's management, with the assistance of the Committee's independent compensation consultant, reviewed the risk assessment of the Company's compensation programs for all employees. The results of such assessment were presented to the Committee. Based on the assessment, the Company and the Committee believe that the Company's compensation programs are balanced and do not create risks reasonably likely to have a material adverse impact on the Company.

Agreements with the Named Executive Officers

The Committee believes that severance protections play a valuable role in attracting, motivating and retaining highly talented executives. Accordingly, we provide such protections for the NEOs under their agreements which are described in detail under the caption "Potential Payments Upon Termination or Change of Control" below.

Importantly, the executive agreements include covenants not to compete with, or solicit employees, customers, potential customers, vendors or independent contractors from, the Company for a specified period of time and to maintain the confidentiality of the Company's information. The Committee believes that these covenants are extremely valuable to the Company.

In connection with his promotion in August 2019, the Committee amended Mr. Pietrandrea's existing confidentiality, non-solicitation and non-competition agreement to increase the length of his non-competition and non-solicitation covenants and to increase the severance benefits he is entitled to upon termination. See "Potential Payments Upon Termination or Change of Control" below for additional information on

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Mr. Pietrandrea's confidentiality, non-solicitation and non-competition agreement that was in effect during 2019.

Other NEO (Former Executive)

The Company and Mr. Williams, the Company's former Vice President and General Counsel, entered into a Separation Agreement and General Release (the Separation Agreement) in connection with his stepping down from his position on March 28, 2019. Prior to his departure, Mr. Williams' annual base salary was $297,003 and he participated in the STIP and LTIP, along with the Company's broad-based retirement and health plans. For more information regarding the compensation Mr. Williams received pursuant to the Separation Agreement, which was consistent with the compensation provided for in his confidentiality, non-solicitation and non-competition agreement, please see "Potential Payments Upon Termination or Change of Control" below.

Report of the Management Development and Compensation Committee

We have reviewed and discussed the CD&A with the Company's management. Based on our review and discussions, we recommend to the Board of Directors that the CD&A be included in the Equitrans Midstream Corporation Proxy Statement for 2020.

This report has been furnished by the Management Development and Compensation Committee
of the Board of Directors.

Margaret K. Dorman, Chair
Norman J. Szydlowski
Robert F. Vagt

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EXECUTIVE COMPENSATION TABLES

The following tables reflect the compensation of the Company's named executive officers. The information set forth below with respect to the period prior to the Separation and year ended December 31, 2017 is historical EQT compensation. This historical EQT compensation, which was, as applicable, approved by the EQT Corporation Management Development and Compensation Committee, has been provided by, or derived from information provided by, EQT and reflects compensation earned during 2018 prior to the Separation and for the year ended December 31, 2017 based upon services performed during such periods. The Company provided the compensation information for periods following the Separation in 2018, most of which was attributable to EQT programs assumed by the Company as a result of the Separation, and for 2019, which reflects the Company's own compensation program as an independent company.

Summary Compensation Table

The table below sets forth the compensation earned by or paid to our named executive officers during the fiscal years ended December 31, 2019, 2018, and 2017, as applicable.

  Name and Principal Position
Year
Salary
($)


Bonus
($)(1)


Stock
Awards
($)(2)



Non-equity
Incentive Plan
Compensation
($)(3)




All Other
Compensation
($)(4)



Total
($)


 
  Thomas F. Karam 2019 680,769 3,251,737 1,035,057 45,659 5,013,222  
  Chairman and Chief 2018 212,308 267,000 3,000,230 205,941 3,685,479  
  Executive Officer 2017  
  Kirk R. Oliver 2019 500,001 642,317 693,000 44,500 1,879,818
  Senior Vice President 2018 134,616 20,000 405,538 10,189 570,343
  and Chief Financial Officer 2017
  Diana M. Charletta 2019 429,940 963,476 641,812 44,371 2,079,599  
  President and Chief 2018 283,167 321,040 510,890 36,017 1,151,114  
  Operating Officer 2017 270,150 499,170 220,900 35,716 1,025,936  
  Stephen M. Moore 2019 252,405 596,994 462,000 23,378 1,334,777
  Senior Vice President 2018
  and General Counsel 2017
  Brian P. Pietrandrea 2019 210,360 32,579 96,349 132,821 19,526 491,635  
  Vice President and 2018  
  Chief Accounting Officer 2017  
  Robert C. Williams(5) 2019 86,420 460,231 978,226 1,524,877
  Former Vice President 2018 279,011 235,680 336,314 25,393 876,398
  and General Counsel 2017 275,400 465,474 240,300 33,229 1,014,403
(1)
The amount for 2019 in this column reflects the discretionary bonus award for Mr. Pietrandrea. For more information, see "2019 Annual Incentives (STIP)" in the Compensation Discussion and Analysis above.

(2)
The amounts for 2019 in this column reflect the aggregate grant date fair values determined in accordance with FASB ASC Topic 718 using the assumptions described in Note 10 to the Company's Consolidated Financial Statements, which is included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 27, 2020. With respect to stock awards granted in 2019, the table below sets forth the value attributable to performance restricted stock units under the 2019 Equitrans Midstream Corporation Performance Share Unit Program (2019 PSUP) valued at target achievement. Pursuant to SEC rules, the amounts included for awards subject to performance conditions are based on the probable outcome as of the date of grant, which would have amounted to the target total grant date fair values listed in the table below. These performance restricted stock units under the 2019 PSUP

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    may pay out up to 200% of the target award, which would have amounted to the maximum total grant date fair values listed in the table below.

 

                     Name


Target Total Grant
Date Fair Value
($)



Maximum Total Grant
Date Fair Value
($)



 

Thomas F. Karam

1,824,326 3,648,652  

 

Kirk R. Oliver

360,359 720,718

 

Diana M. Charletta

540,539 1,081,078  

 

Stephen M. Moore

306,973 613,946

 

Brian P. Pietrandrea

54,048 108,096  

 

Robert C. Williams

258,200 516,400

See "Long-Term Incentive Program (LTIP)" in the Compensation Discussion and Analysis above for further discussion of the 2019 PSUP as well as the 2019 Equitrans Midstream Corporation Restricted Share Awards.

(3)
The amounts for 2019 in this column reflect the annual performance incentives earned by each named executive officer pursuant to the terms of the Equitrans Midstream Corporation 2019 Short-Term Incentive Plan (STIP) with respect to performance during the year ended December 31, 2019. These awards were paid to the named executive officers in cash in the first quarter of 2020. See "2019 Annual Incentives (STIP)" in the Compensation Discussion and Analysis above for further discussion of the STIP for the 2019 plan year.

(4)
This column includes the dollar value of premiums paid by the Company for group life and accidental death and dismemberment insurance, the Company's contributions to the 401(k) plan, perquisites, and in the case of Mr. Williams, payments made in connection with his termination of employment with the Company in March 2019. For detailed information regarding the actual payments received by Mr. Williams, see "Potential Payments Upon Termination or Change of Control" below. For 2019, these amounts were as follows:

 

Name


Insurance
Premiums
($)



401(k)
Contributions
($)



Perquisites
(See Below)
($)



Other
($)


Total
($)


 

Thomas F. Karam

1,782 25,200 18,677 45,659  

 

Kirk R. Oliver

1,320 25,200 17,980