Governance

Corporate Governance

As the highest governance body at Equitrans, our Board of Directors is responsible for overseeing Equitrans’ business and affairs. The strength of our Board is its diversity of backgrounds and skills.

Approach to Corporate Governance

102-18
Governance structure

102-19
Delegating authority

102-24
Nominating and selecting the highest governance body

102-26
Role of highest governance body in setting purpose, values, and strategy

102-29
Identifying and managing economic, environmental, and social impacts

102-30
Effectiveness of risk management processes

102-31
Review of economic, environmental, and social topics

102-33
Communicating critical concerns

102-36
Process for determining remuneration

102-18
102-19
102-24
102-26
102-29
102-30
102-31
102-33
102-36

Our Board of Directors is committed to partnering with Equitrans’ management team to drive sustainable performance for Equitrans’ stakeholders. Presently, the Board is comprised of nine directors, eight of whom are independent, and has four standing committees which assist the Board in its oversight activities for certain delegated matters. Each director must annually stand for election by Equitrans’ shareholders.

Board Committees

The Board has four standing committees: Audit; Corporate Governance; Health, Safety, Security, and Environmental; and Management Development and Compensation. 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. For more information regarding our Board and its committees, please see our 2020 Proxy Statement filed with the U.S. Securities and Exchange Commission on April 3, 2020, as well as each committee’s charter available on our website.

Audit Committee

The Audit Committee’s purpose is to assist the Board by overseeing:

  • Equitrans’ accounting and financial reporting process and related disclosure matters
  • The audits of Equitrans’ financial statements
  • The integrity of Equitrans’ financial statements
  • The qualifications, independence, and performance of Equitrans’ registered public accountants
  • The qualifications and performance of Equitrans’ internal audit function
  • Equitrans’ compliance with legal and regulatory requirements, including its Code of Business Conduct and Ethics

Corporate Governance Committee

It is the responsibility of the Corporate Governance Committee to:

  • Establish and recommend to the Board the requisite skills and characteristics to be found in individuals qualified to serve as members of the Board
  • Identify individuals qualified to become Board members consistent with criteria approved by the Board
  • Recommend to the Board the director nominees for each annual meeting of shareholders
  • Review and recommend to the Board any updates to Equitrans’ corporate governance guidelines
  • Recommend committee membership, including a Chair, for each committee
  • Recommend an appropriate compensation structure for Equitrans’ directors, including administration of stock-based plans for the directors
  • Review plans for management succession
  • Recommend director independence determinations to the Board
  • Review related person transactions under Equitrans’ related person transaction approval policy

Health, Safety, Security & Environmental Committee

The Health, Safety, Security and Environmental Committee:

  • Provides input and direction to management and the Board about Equitrans’ approach to health, safety, security (including cybersecurity), and environmental policies, programs and initiatives and reviews Equitrans’ activities in those areas
  • Provides input and direction to management and the Board regarding Equitrans’ approach to developing, and ultimately implementing, a centralized environmental, social responsibility, and governance (ESG) process, and provides oversight of Equitrans’ ESG matters
  • Reviews the overall adequacy of, and provides oversight with respect to, HSSE policies, programs, procedures, and initiatives of Equitrans, including, without limitation, Equitrans’ emergency response preparedness
  • Reviews Equitrans’ disclosures regarding the Committee's role in the oversight of Equitrans’ HSSE-related risk management
  • Ensures that appropriate HSSE goals are in place and evaluates Equitrans’ progress toward those goals

Management Development & Compensation Committee

It is the responsibility of the Management Development and Compensation Committee to:

  • Assist the Board in the discharge of its fiduciary responsibilities relating to agreements with, and the fair and competitive compensation of, Equitrans’ Chief Executive Officer (CEO) and other executive officers
  • Design, administer, and make awards (or, as applicable, make recommendations to the Board to make awards) under Equitrans’ incentive compensation and equity-based plans
  • Provide oversight for and, as required, administer Equitrans’ benefit plans
  • Oversee Equitrans’ management development program for Equitrans’ executive officers and other key members of management
  • Prepare a report for inclusion in Equitrans’ proxy statement for the annual meeting of shareholders

Board Performance Assessment

The Board and its committees conduct self-assessments with respect to their performance in meeting their oversight obligations. Equitrans’ Corporate Governance Guidelines mandate that the Board, as well as its committees, undertake such assessments annually. As part of the review process, comments from all directors are solicited. The performance assessment of the Board and each committee are discussed with the full Board on an annual basis.

The Corporate Governance committee leads an annual performance assessment for the Board, as specified under Equitrans’ Corporate Governance Guidelines. Each of the four Board committees also must conduct their own annual performance assessment. During these assessments each director has the opportunity to provide their own feedback.

The Board discusses the results of these performance assessments in full upon completion. These results and the actions taken to address them are not publicly disclosed. Nevertheless, each director appreciates the process and commits to determining ways in which overall Board performance can be improved based upon such results.

Board Composition & Diversity

The strength of Equitrans’ Board is its diversity of backgrounds and skills. The Corporate Governance committee purposely seeks director candidates from diverse educational and professional backgrounds, who collectively can provide meaningful counsel to our management.

In 2020, we expanded our Board to nine directors from seven previously. All of Equitrans’ directors are experienced in relevant sectors, including energy, regulatory, utility, and/or government, as well as have experience in relevant disciplines including finance, accounting, and/or audit and control. Further, all of our directors have prior board experience. Our directors’ other applicable experiences are summarized below and in our 2020 Proxy Statement.

Board Composition & Diversity

2019

2020

Board Size

7

9

Independent Directors

5

8

Male Directors

5

5

Female Directors

2

4

Current or Former Presidents/CEOs

5

7

2019 Board Members by Gender
7
Total
Male5
Female2
2020 Board Members by Gender
9
Total
Male5
Female4
2019 Independent vs. Non-Independent Directors
7
Total
Independent5
Non-Independent2
2020 Independent vs. Non-Independent Directors
9
Total
Independent8
Non-Independent1

Continuing Director Education

So as to augment directors’ existing knowledge and promote Board effectiveness, Equitrans’ management, with assistance from outside experts as necessary, routinely provides directors with educational information and trainings relevant to Equitrans’ business and pertinent economic, environmental, social, and governance topics. We encourage directors to participate in external educational programs in order to further develop topical knowledge. If a director chooses to participate in a relevant program, Equitrans will fund or reimburse the program cost.

Risk Management & Sustainability

In addition to general oversight of Equitrans’ business, the Board and its committees perform specific governance functions, including, in the case of the full Board, reviewing the major risks facing Equitrans and delegating oversight of certain major risks to applicable Board committees (as discussed below), as well as reviewing options for mitigating such major risks.

Oversight of certain matters are delegated to Board committees. In particular, the Audit Committee is responsible for discussing Equitrans’ process for assessing major risk exposures and the policies management has implemented to monitor and control such exposures, including Equitrans’ financial risk exposures, including financial statement risk and such other risk exposures as may be delegated by the Board to the Audit Committee for oversight, and Equitrans’ risk management policies.

The Management Development and Compensation Committee oversees the performance of an annual risk assessment of Equitrans’ compensation policies and practices.

The Health, Safety, Security, and Environmental Committee is responsible for providing input and direction to management and the Board about Equitrans’ approach to ESG issues and HSSE policies, programs, and initiatives, and reviews Equitrans’ activities and risks in those areas.

Significant risks facing Equitrans are described in the Risk Factor sections of Equitrans’ filings with the U.S. Securities and Exchange Commission, including beginning on pg. 26 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as supplemented by those risk factors beginning on p. 56 of our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020 (and as may be further updated by subsequently filed Form 10-Qs).

Communicating with the Board

The Board of Directors welcomes, and considers, input and feedback from Equitrans’ stakeholders as part of its commitment to acting with integrity, accountability, and transparency. Stakeholders can direct their communications to Equitrans’ Lead Independent Director, Robert F. Vagt, and they may be made 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. They 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. 

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 actively engages with our shareholders. Our Investor Relations function drives this engagement by organizing meetings with investors and potential investors to discuss Equitrans’ operations, strategy, and other relevant topics. Equitrans works to proactively address specific stakeholder inquiries in a timely manner through the scheduling of telephone calls and/or meetings.

Director & Executive Compensation

Equitrans’ non-employee director compensation and related processes are publicly disclosed in Equitrans 2020 Proxy Statement (see discussion beginning on pg. 19). Equitrans’ non-employee directors are compensated through a combination of cash and equity-based compensation. Annually, the Corporate Governance Committee reviews and the Board approves the compensation.

In discharging the Board’s responsibilities relating to compensation of Equitrans’ executive officers, the Management Development and 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. When appropriate, the Management Development and Compensation Committee also provides certain limited perquisites and other benefits to executive officers and other key employees.

As 2019 was our first full year as a publicly traded company, the Management Development and Compensation Committee adopted a compensation philosophy and developed new programs and practices which differed materially from the compensation structure in place prior to our separation in 2018 from our former parent corporation. 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 Equitrans 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.

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 Management Development and Compensation Committee approves annual and long-term incentive programs on a yearly basis, with recommendations from management and information from an independent compensation consultant.

At the Annual Meeting of Shareholders of Equitrans held on May 20, 2020, Equitrans’ shareholders considered a proposal to approve, on an advisory basis, the compensation of Equitrans’ named executive officers for 2019, with more than 97 percent of votes cast in favor of such proposal.

Details on the compensation of our named executive officers are publicly available on pages 24–49 of our 2020 Proxy Statement.

Conflicts of Interest & Related Person Transactions

Equitrans takes pride in operating its business with integrity. Eight of our nine directors are independent, and the Board has adopted various policies intended to align the conduct of Equitrans’ employees with the interests of Equitrans’ stakeholders.

Equitrans’ Code of Business Conduct and Ethics lays out our procedures to avoid potential conflicts of interest. We also have a standalone internal Conflicts of Interest Policy, as well as certain other relevant internal policies relating to employment of relatives, off-duty conduct, workplace relationships, and gifts and entertainment. Equitrans discloses conflicts of interest to stakeholders as required by law.

In addition to addressing potential conflicts of interest, Equitrans also evaluates potential related person transactions. Related person transactions (which may include transactions with directors or executive officers of Equitrans) are subject to management review and generally must be approved by our Board’s Corporate Governance Committee in accordance with our internal Related Person Transaction Approval Policy.

Portrait of Diana M. Charletta, Equitrans President and Chief Operating Officer

Our ESG management practices are intrinsic and deliver value that goes beyond financial drivers. Today and in the future, trust and transparency are central to our approach.

Diana M. Charletta, President and Chief Operating Officer

Learn More
Image of our Field Safety Technician Group at our MOJO Compressor Station
Highlight Story
Field Safety
Technician Program

No one knows Equitrans’ assets and procedures better than our employees that work in the field every day. To leverage their knowledge, we recently developed a voluntary program called the Field Safety Technician Group or FST Group. The FST Group is composed of field employees, known as Field Safety Technicians (FSTs), who act as liaisons between field employees and management to coordinate equipment upgrades, enhance safety, and bolster our safety culture. With the FST Group, our aim is to create a work environment where employees feel comfortable making safety suggestions, and requesting equipment upgrades and additional trainings. Our FSTs interview field employees on a quarterly basis, asking what can be done to improve safety at their sites and what trainings the employees feel would be beneficial. We also hold quarterly FST Group meetings where all FSTs come prepared to report on the information Sthey have gathered throughout the quarter. Our teams develop action items based upon the FST interviews with the goal to complete the items prior to the next quarterly meeting. When possible, we scale these items across the company.

One great example of this process occurred at our MOJO Compressor Station. During a quarterly FST interview, an employee suggested to an FST that lighting should be added to the site. The site at that time had no active lighting and the employee had to occasionally use his vehicle’s head lights to illuminate the area. At the following quarterly FST meeting, the FST Group agreed to purchase solar-powered lights for the compressor station, which were subsequently installed.

Close button for share
SHARE