Corporate Governance

The strength of Equitrans’ Board is its diversity of backgrounds, skills, and experience. Equitrans’ Corporate Governance Committee strives to ensure that the Board consists of individuals from diverse educational and professional experiences and backgrounds who, collectively, are positioned to provide meaningful counsel to, and effective oversight of, management. All of our directors are experienced in relevant sectors such as energy, regulatory, utility, and/or government, with seven of our directors having experience in the fields of finance, accounting and/or audit, and internal control. These seven directors also have experience serving on boards of other publicly traded companies. In addition, certain of our directors have experience in a number of Equitrans’ key focus areas, including climate-related experience, based on managerial experience or derived through their board service. See our 2023 Proxy Statement for information regarding such experience. Furthermore, in 2022, 11% of our directors identified as African American or Black. Our Board continues to reflect ethnic diversity in 2023.

As of April 25, 2023, our Board was composed of eight directors, the demographics of which are outlined below.

Nomination and Selection Process

Each year, the Corporate Governance Committee reviews the qualifications and backgrounds of the directors, as well as the overall composition of the Board. Leading up to the Company’s Annual Meeting of Shareholders, the committee recommends a slate of director nominees for Board approval. The Corporate Governance Committee will consider submissions from shareholders in making its recommendations for director nominees, subject to compliance with Equitrans’ nominating requirements. The Board is responsible for approving the nominees, and the election takes place at the Company’s Annual Meeting of Shareholders.

When assessing new director candidates for nomination, regardless of who recommends the candidate for consideration, the Corporate Governance Committee will consider the background, diversity, personal characteristics, and business experience of the candidates against the following ideal attributes:

Board and Committee Peformance Assessments

In accordance with our Corporate Governance Guidelines, Equitrans’ Board and standing committees conduct annual self-assessments to evaluate their performance in meeting their oversight obligations. During the Board’s self-assessment, the Board solicits comments and feedback from all of Equitrans’ directors and is provided with feedback from senior management.

The Corporate Governance Committee leads the Board’s annual performance assessment per Equitrans’ Corporate Governance Guidelines. All standing committees also conduct their own annual self-assessments, during which each director has the opportunity to provide feedback. Upon the completion of the annual assessments, the Board evaluates and discusses the results, including opportunities to continue to enhance Board and committee performance.

Continuing Education

Equitrans makes continued education and development available for our Board members to sharpen their existing knowledge and promote Board effectiveness. Equitrans’ management, with assistance from third-party experts as needed, offers trainings related to pertinent economic, environmental, technical, social, and/or governance topics. In accordance with its charter, the Corporate Governance Committee may collaborate with management and periodically recommend educational and training programs for the Board. Additionally, Equitrans encourages Board members to participate in external educational programs to improve topical knowledge of business affairs. Equitrans covers the cost of those programs and has obtained a membership to the National Association of Corporate Directors to expand the elective educational opportunities available to Board members.

Equitrans’ standing committees (Audit, Corporate Governance, Human Capital and Compensation, and Health, Safety, Sustainability and Environmental (HSSE) are composed of independent directors and routinely report to the Board. Each committee has a different set of responsibilities, and the committees are regularly asked to provide recommendations to the Board in their specific area of expertise. The Board annually reviews and codifies the committees’ respective responsibilities in written charters which are publicly available on our website. For more information on our Board and its committees, please view our 2023 Proxy Statement filed with the U.S. Securities and Exchange Commission on February 23, 2023, as well as the publicly available Board committee charters and Equitrans’ Corporate Governance Guidelines.

In 2022, the Board made certain adjustments to its committees in connection with areas of increasing Board focus. In April 2022, the Board renamed the Health, Safety, Security and Environmental Committee, the Health, Safety, Sustainability and Environmental Committee to highlight the Company’s emphasis on, and the importance of, sustainability, as well as the committee’s role in providing oversight of a large number of sustainability matters. Additionally, in April 2022, the Board elected to exercise direct oversight, rather than acting through the HSSE and Audit committees, of information technology and cybersecurity matters given the increasing importance of these topics. Similarly, in July 2022, the Board renamed the Management Development and Compensation Committee, the Human Capital and Compensation Committee, and amended the committee’s charter to highlight the scope of its responsibilities beyond compensation. The committee’s responsibilities encompass key factors that influence our human capital programs and workforce, including workplace health and wellness, talent attraction and retention, pay equity, diversity and inclusion, corporate culture, and employee engagement initiatives.

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

While the full Board has overall responsibility for risk oversight, our Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. For example:

• Equitrans’ Audit Committee is responsible for, among other things, discussing Equitrans’ process for assessing major risk exposures. This encompasses considering guidelines and policies that management implemented to monitor and control such exposures, including Equitrans’ financial risk exposures, such as financial statement risk, and other risk exposures that may be delegated by the Board to the Audit Committee for oversight, and Equitrans’ risk management guidelines and policies;
• Equitrans’ Human Capital and Compensation Committee oversees our annual risk assessment of our compensation policies and practices; and
• Equitrans’ HSSE Committee, among other things, periodically reviews reports from management regarding the Company’s HSSE risks (including, without limitation, risks relating to safety, energy transition, emissions, and climate change, as well as biodiversity matters) and other risks as may be delegated to the Committee by the Board. The HSSE Committee also maintains awareness of and provides updates to the Board on current trends, developments, research, and other emerging issues relating to HSSE which affect, or which could affect, Equitrans, including trends in legislation, proposed regulations, and industry best practices.

The role of each of the Board’s standing committees with respect to risk oversight is further described beginning on page 15 in our 2023 Proxy Statement.

Equitrans’ significant risks are described in the Risk Factors section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as supplemented and updated by those risk factors included in our subsequently filed Form 10-Qs.

Equitrans compensates non-employee directors with cash and equity-based compensation. Our Corporate Governance Committee reviews, and the Board approves, non-employee director compensation on an annual basis. We disclose all 2022 non-employee director compensation and relevant processes starting on page 25 of our 2023 Proxy Statement.

The Human Capital and Compensation Committee recommends, and the Board approves, the target total direct compensation for our executive officers by establishing base salaries and setting short-term (bonus) and long-term incentive targets. When appropriate, the Human Capital and Compensation Committee also provides certain limited perquisites and other benefits to executive officers and other key employees. For 2022, the ratio of the total compensation of Mr. Karam, the Company’s CEO, to the median of the annual total compensation of all employees of the Company (other than the CEO) was 65 to 1, calculated in accordance with the rules of the Securities and Exchange Commission. In making this pay ratio disclosure, other companies may use assumptions, estimates, and methodologies different than the Company. As a result, such ratio information may not be comparable to the information provided by other companies.

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

The majority of our executive officer compensation is performance-based (i.e., at-risk) and we issue the compensation 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 Human Capital and Compensation Committee approves annual and long-term incentive programs on a yearly basis, with recommendations from management and advice from an independent compensation consultant.

Equitrans has taken deliberate steps to link compensation to, among other things, meaningful safety and sustainability performance goals. We want to prioritize and build upon Equitrans’ continued emphasis on safe operations above all else, and the Company’s continued efforts to institutionalize its commitment to and pursuit of achievement of ESG and sustainability initiatives. Recognizing the continued focus of shareholders’ and other stakeholders’ on ESG and sustainability matters, particularly with respect to climate change, the Human Capital and Compensation Committee increased focus on sustainability metrics in the 2022 short-term incentive program. First, the Human Capital and Compensation Committee determined to again include a methane emissions mitigation metric, which required that Equitrans undertake and complete certain projects to achieve targeted methane emissions mitigation. Second, the Human Capital and Compensation Committee added a new sustainability metric reflecting Equitrans’ timely completion and submission of the voluntary CDP Water Security Questionnaire response, which included a comprehensive water inventory.

To further enhance Equitrans’ safety performance culture, the Human Capital and Compensation Committee utilized the Safety Proactivity Rate, which is based on the previously utilized Incidents with Serious Potential Rate and takes into account observations with serious potential. The Safety Proactivity Rate has a target that resets each quarter, which the Human Capital and Compensation Committee believes rewards sustained performance and promotes continued focus on safe operations throughout the entire year. For 2023, our short-term incentive plan metrics include the Safety Proactivity Rate, the completion of Task Force on Climate-related Financial Disclosures (TCFD) scenarios and preparation of a publishable report regarding the scenarios, and an environmental proactive regulatory transparency metric.

At the Annual Meeting of Shareholders of Equitrans held on April 25, 2023, Equitrans’ shareholders considered a proposal to approve, on an advisory basis, the compensation of Equitrans’ named executive officers (NEOs) for 2022, with approximately 98% of votes cast in favor of such proposal.

Details on the compensation of our NEOs is publicly available starting on page 30 of our 2023 Proxy Statement.

Equitrans’ Board of Directors values input from our stakeholders. Our commitment to communicating openly and directly at all levels of our business starts with our Board. Communication between our Board and stakeholders bolsters Equitrans’ commitment to acting with integrity, accountability, and transparency.

Stakeholders can direct their communications to Equitrans’ Lead Independent Director, Robert F. Vagt. Communications may be submitted anonymously or confidentially. 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. Parties may also write to the Lead Independent Director, the entire Board, a specific Board committee, or any individual director by addressing such communication to the applicable director or directors, care of our Corporate Secretary, at:

Equitrans Midstream Corporation
2200 Energy Drive
Canonsburg, PA 15317

Equitrans’ Corporate Secretary will open and promptly distribute the communication to the Lead Independent Director, the entire Board, or the relevant committee or director. Our Corporate Secretary does not forward junk mail or mass mailings.

Other Board communication methods include:

• Equitrans’ Corporate Secretary
• Equitrans’ Investor Relations contact
• Equitrans’ management team
• Equitrans’ website
• The Equitrans Compliance Hotline
• Traditional written correspondence

Investor Relations

Equitrans is committed to actively engaging with our shareholders and provides ample opportunity to do so. Our Investor Relations team meets regularly with our investors and potential investors to discuss our operations, strategy, and other relevant business topics. If stakeholders wish to discuss specific topics, they may schedule phone calls or meetings with Equitrans’ Investor Relations personnel.