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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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April 26, 2019March 8, 2021

On behalf of the Board of Directors and management of Equitrans Midstream Corporation, I am pleased to invite you to participate in our firstthird annual meeting of shareholders to be held on Tuesday, June 11, 2019April 27, 2021, at 9:00 a.m. Eastern Time(ET), to be held virtually via live webcast at www.virtualshareholdermeeting.com/ETRN2021. Given the law offices of McGuireWoods LLP, located at Tower Two-Sixty, 260 Forbes Avenue, Suite 1800, Pittsburgh, Pennsylvania 15222. We became a publicly traded company in November 2018, when EQT Corporation (our former parent company) made a pro-rata distribution of 80.1%ongoing public health considerations associated with COVID-19, and because the health, safety, and well-being of our outstanding common stockemployees and shareholders is of utmost importance to its shareholders. Asus, conducting our meeting virtually will enhance shareholders' ability to participate, vote, and ask questions during the annual meeting in a result of the separation, we now operatesafe and efficient manner.

Equitrans Midstream began operations as an independent, public company in November 2018 and our common stock tradesis traded on the New York Stock Exchange under the symbol "ETRN." Your continued interest in and support of our Company is invaluable and receiving shareholder feedback is instrumental to our future success.

YouThis year 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 20182020 (the say-on-pay vote), approval of amendments to our Articles of Incorporation and Bylaws to remove the frequency with which we should conduct a say-on-pay vote,supermajority voting requirements, and ratification of the appointment of our independent registered public accounting firm for 2019.2021. The proxy statement describes these items in more detail. PleaseYour vote is important — please read the proxy materials and follow the voting instructions to ensure your shares are represented at the meeting.

Your vote is important. Whether or not you plan to attendparticipate 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.

Since completion ofWe move the separation,energy that keeps America moving and our employees have taken much pride in helping Equitrans Midstream Corporation achieve its vision to become the premier, top-tier midstream company in North America. Our goalmission is simple — to provide safe, reliable, and innovative infrastructure solutions for the energy industry. Moving forward as a standalone midstream organization,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 operate with integrity, accountability, and transparency to:will:

➢

Deliver sustainedWork diligently to create value for our customers and shareholders

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Provide an engaging workplace for our employees

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Preserve and protect the environment

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Support the communities where we live and work

I look forward to reporting on our progress and many successes during the annual meeting.meeting, including efforts to enhance our Environmental, Social, and Governance platform; and the publication of our first annual Corporate Sustainability Report, produced in accordance with the Global Reporting Initiative and the Sustainability Accounting Standards Board Oil & Gas — Midstream Standards. Thank you for your investment in Equitrans Midstream Corporation and your participation in our first annual meeting of shareholders.

Thomas F. Karam PresidentChairman and Chief Executive Officer

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WHEN:    The annual meeting of shareholders of Equitrans Midstream Corporation (the Company or Equitrans Midstream) will be held on Tuesday, June 11, 2019,April 27, 2021, at 9:00 a.m. (Eastern Time) virtually via live webcast at the law offices of McGuireWoods LLP, located at Tower Two-Sixty, 260 Forbes Avenue, Suite 1800, Pittsburgh, Pennsylvania 15222.www.virtualshareholdermeeting.com/ETRN2021.

RECORD DATE:    Our Board of Directors has established the close of business on April 12, 2019February 19, 2021 as the record date for determining shareholders entitled to receive notice of, and to vote at, the annual meeting and any adjournment or postponement of the meeting.

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

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Election of sevennine directors, each for a one-year term expiring at the 20202022 annual meeting of shareholders;

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Approval, on an advisory basis, of the compensation of Equitrans Midstream's named executive officers for 2018;2020;

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Approval on an advisory basis, of amendments to Equitrans Midstream's Articles of Incorporation and Bylaws to remove the frequency of future advisory votes on executive compensation;supermajority voting requirements;

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Ratification of the appointment of Ernst & Young LLP as Equitrans Midstream's independent registered public accounting firm for 2019;2021; and

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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.

ATTENDINGPARTICIPATING IN THE MEETING:    Due to the ongoing public health considerations associated with the coronavirus disease 2019 (COVID-19), we will be holding our 2021 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/ETRN2021. To participate in the meeting, you will need the 16-digit control number on your notice of Internet availability of proxy materials, your voting instruction form or your proxy card. If you plan to attendparticipate in the meeting, please follow the advance registration instructions under "Additional Information — AttendingParticipating in the Annual Meeting and Obtaining an Admission Ticket"Meeting" on page 6562 of the proxy statement and watch for an admission ticket in the mail. You will need an admission ticket and photo identification to enter the meeting.statement.

On behalf of the Board of Directors,

Deputy General Counsel & Corporate Secretary

April 26, 2019March 8, 2021

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Following the Separation,In June 2020, we executed a serieson the final step of transactions to enhance and simplify our operating structure (the Simplification Transactions) as well as grow our asset footprint. Following completionsimplification strategy when we acquired all of the Simplification Transactions and as of March 31, 2019, we owned 117,245,455outstanding public common units and 7,000,000 Class B units inof EQM Midstream Partners, LP (NYSE: EQM) (collectively representing(EQM), our former publicly traded master limited partnership, in a 59.9% limited partner interestshare-for-unit transaction in EQM) andwhich each outstanding EQM common unit was exchanged for 2.44 shares of Company common stock (the EQM Merger). In connection with the entire non-economic general partner interest in EQM while the public owned a 40.1% limited partner interest in EQM. Following the completionMerger, EQM redeemed $600 million aggregate principal amount of a private placement, certain investors owned an aggregate of 24.6 millionEQM's outstanding Series A Perpetual Convertible Preferred Units (EQM Series A Preferred UnitsUnits), and taking into account suchthe Company issued newly created Equitrans Midstream preferred stock (Series A Preferred Shares) for the remaining portion of the outstanding EQM Series A Preferred Units issuedUnits. Contemporaneously with the announcement of the EQM Merger in February 2020, the Company also announced (i) a new 15-year global gas gathering agreement with EQT Corporation (EQT), the largest natural gas producer in the private placementUnited States, based on an as-converted basis, asaverage daily sales volumes, and the Company's largest customer, providing for 3.0 Bcf per day of March 31, 2019,initial minimum volume commitments (MVCs) with gradual step-ups to 4.0 Bcf per day following the Company would have owned, directly or indirectly, a 53.5% limited partner interest in EQM,full in-service date of the Mountain Valley Pipeline (MVP), as well as the non-economic general partner interest in EQM. EQM isdedication of a growth oriented publicly traded limited partnership that owns, operates, acquires and develops midstream assetssubstantial majority of EQT's core acreage in the Appalachian Basin. EQM services producers, utilitiesprolific Marcellus Shale play in Pennsylvania and other customers throughWest Virginia (the EQT Global GGA), and (ii) two share purchase agreements with EQT pursuant to which the Company repurchased and retired 25,299,752 shares of its strategically located natural gas transmission, storage, and gathering systems, and provides water services to support energy development and productioncommon stock, which at the time represented approximately 10% of the Company's outstanding common stock. A graphical depiction of the Company's key strategic transactions since its separation from EQT in November 2018 that culminated in the MarcellusEQM Merger and Utica regions.a single, pure-play midstream, public corporation is below:

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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 2021 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.

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									Equitrans Midstream Board Committee Membership															Equitrans Midstream Board Committee Membership
	Name, Principal Occupation & Current Other Public Company Board Service				Director Since											Name, Principal Occupation & Current Other Public Company Board Service				Director Since
			Age				Independent		AC		CGC		MDCC		HSSE			Age				Independent		AC		CGC		MDCC		HSSE
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​
	Vicky A. Bailey		66		2018											Vicky A. Bailey		68		2018
	President, Anderson Stratton International, LLC & Vice President, BHMM Energy Services, LLC										Chair					President, Anderson Stratton International, LLC & Vice President, BHMM Energy Services, LLC										Chair
	Current Other Public Company Boards: Cheniere Energy, Inc., PNM Resources, Inc.															Current Other Public Company Boards: Cheniere Energy, Inc., PNM Resources, Inc.
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
	Kenneth M. Burke		70		2018											Sarah M. Barpoulis		55		2020
	Retired Partner, Ernst & Young LLP								Chair							President, Interim Energy Solutions, LLC
	Current Other Public Company Boards: EQM Midstream Partners, LP															Current Other Public Company Boards: South Jersey Industries, Inc.
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
	Margaret K. Dorman		55		2018											Kenneth M. Burke		71		2018
	Retired Executive Vice President, Chief Financial Officer and Treasurer, Smith International, Inc.												Chair			Retired Partner, Ernst & Young LLP								Chair
	Current Other Public Company Boards: None															Current Other Public Company Boards: None
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
	Thomas F. Karam		60		2018											Patricia K. Collawn		62		2020
	President and Chief Executive Officer, Equitrans Midstream Corporation															Chairman, President and Chief Executive Officer, PNM Resources, Inc.
	Current Other Public Company Boards: EQM Midstream Partners, LP															Current Other Public Company Boards: PNM Resources, Inc., CTS Corporation*
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
	David L. Porges (Chairman)		61		2018											Margaret K. Dorman		57		2018
	Chairman, Equitrans Midstream Corporation and Retired Chairman, President and Chief Executive Officer, EQT Corporation															Retired Executive Vice President, Chief Financial Officer and Treasurer, Smith International, Inc.												Chair
	Current Other Public Company Boards: None															Current Other Public Company Boards: Range Resources Corporation
​	​		​	​	​	​	​	​	​	​	​	​	​	​	​	​		​	​	​	​	​	​	​	​	​	​	​	​	​
	Norman J. Szydlowski		67		2018											Thomas F. Karam (Chairman)		62		2018
	Retired President and Chief Executive Officer, SemGroup Corporation														Chair	Chairman and Chief Executive Officer, Equitrans Midstream Corporation
	Current Other Public Company Boards: None															Current Other Public Company Boards: None
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
	Robert F. Vagt (Lead Independent Director)		72		2018											D. Mark Leland		59		2020
	Retired President, The Heinz Endowments															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: Kinder Morgan, Inc.															Current Other Public Company Boards: PotlatchDeltic Corporation, Altus Midstream Company
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
																Norman J. Szydlowski		69		2018
																Retired President and Chief Executive Officer, SemGroup Corporation														Chair
																Current Other Public Company Boards: None
​																​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
																Robert F. Vagt (Lead Independent Director)		73		2018
																Retired President, The Heinz Endowments
																Current Other Public Company Boards: Kinder Morgan, Inc.
​																​		​	​	​	​	​	​	​	​	​	​	​	​	​

*

Ms. Collawn has indicated that she will not stand for re-election to the board of directors of CTS Corporation at its 2021 annual meeting of shareholders in the second quarter of 2021. Additionally, Ms. Collawn will step down as Chairman, President and Chief Executive Officer of PNM Resources, Inc. (PNM) upon the closing of PNM's merger combination with Avangrid, Inc., which PNM expects to close in the second half of 2021.

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While the COVID-19 outbreak has significantly impacted the manner in which our employees and contractors perform their job functions, the outbreak has had, and continues to have, a minimal impact on our overall operations. As a midstream energy company, during applicable state-issued stay-at-home orders, we have been recognized as an essential business under various regulations related to the COVID-19 outbreak and continued to operate as permitted under these regulations. We have proactively undertaken a number of companywide measures intended to promote the safety of field and office-based employees and contractors. These measures include, among other things, establishing an Infectious Disease Response Team, instituting enhanced self-protection and office sanitation measures, eliminating non-essential business travel, implementing a mandatory work-from-home protocol for a substantial majority of our employees through at least June 1, 2021, instituting face covering protocols, providing certain medical benefit enhancements, practicing social distancing in the field where possible, sharing our infectious disease response plan with suppliers and contractors, and timely communicating updates to employees and other relevant parties. In addition, we have implemented additional mitigation efforts in connection with the remobilization of certain field level employees and contractors. Our Infectious Disease Response Team continues to monitor and assist in implementing mitigation efforts in respect of potential areas of risk for us and our stakeholders. Additionally, we have provided support to local communities through corporate giving and the Equitrans Midstream Foundation. We have been able to maintain a consistent level of effectiveness through the measures taken.

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The Management Development and Compensation Committee (Compensation Committee) of the Company's Board of Directors adopted a compensation philosophy and developed programs and practices that seek to (i) align total direct compensation for our named executive officers (NEOs) using market comparables and other relevant factors; and (ii) deliver transparency and fairness to shareholders, employees and other stakeholders while encouraging sound business strategy and execution that leads to long-term and sustainable shareholder value. At our 2020 annual meeting, our say-on-pay proposal received support from over 97% of our shares voted, leading the Compensation Committee to believe our compensation programs and practices have strong shareholder support. The primary components of our 2020 compensation program were:

The compensation program is designed to provide an appropriate mix of fixed and variable pay to encourage retention and corporate sustainability to increase long-term and sustainable shareholder value. The program is weighted towards variable pay that requires the Company to achieve well defined performance metrics in order for NEOs to realize performance-based annual and long-term incentives. The charts below reflect the fixed and at-risk components of the 2020 compensation for (i) Mr. Karam, our Chief Executive Officer, and (ii) our other NEOs. The amounts for each component of total direct compensation (TDC) set forth in the charts below were calculated in accordance with Securities and Exchange Commission (SEC) rules. TDC, which is not a substitute for the total compensation as reported in the Summary Compensation Table on page 39 of this proxy statement, omits certain other compensation (e.g., 401(k) contributions and perquisites) that is reflected in the Summary Compensation Table. For additional information, including information regarding how total compensation is calculated under SEC rules, see the footnotes accompanying the Summary Compensation Table.

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Our Board of Directors, sometimes referred to in this proxy statement as the Board or our Board, is presenting sevennine 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 20192021 annual meeting. Mses. Vicky A. Bailey, Sarah M. Barpoulis, Patricia K. Collawn, and Margaret K. Dorman, and Messrs. Kenneth M. Burke, Thomas F. Karam, David L. Porges,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 20202022 annual meeting, or until their earlier removal or resignation or a successor is duly elected and qualified. Each nominee consents to being named in this proxy statement and to serve if elected. The Board has no reason to believe that any nominee will be unavailable or unable to serve. If any nominee is unable to stand for election for any reason, then the shares represented at our annual meeting will be voted by the persons named as proxies for substitute nominees proposed by the Board, unless the Board decides to reduce its size.

The Board, following the recommendation of the Corporate Governance Committee, selected our 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. 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 Each of our nominees was a member of the EQT board before the Separation. The Board selected our seven nominees based on a review of the attributes discussed on page 13 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 and operate as a new public company.	​	OUR DIRECTOR NOMINEES

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

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Our director nominees are also experienced in the following areas:

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,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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The Board currently has four standing Committees: Audit, Management Development and Compensation, (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 were developed in connection with the Separation and will beare reviewed periodicallyat 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""About" on the main page and then on "Governance."

The Company does not have a formal policy of requiring its directors to attend the annual meeting, but the Company encourages them to do so. All but one of our directors, who had a previous engagement, participated in the 2020 annual meeting.

Following the November 12, 2018 Separation,In 2020, our Board held three18 meetings, with regular communication between meetings, and each of our incumbent directors serving on the Board during 2020 attended 75% or more100% 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, its membership and number of meetings held in 2018 following the Separation.2020.

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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 officersNEOs 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 ourthe section titled "Compensation Discussion and Analysis — Determination of Target Compensation"Total Direct Compensation (TDC)" below. When appropriate, the Compensation Committee may also provideprovides 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.

In connection with the Separation, theThe 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 ourthe section titled "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 members of 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 viewviews or recommendations. The Compensation Committee evaluates these recommendations generallyincluding, 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'sCEO's compensation recommendations. The Chief Executive OfficerCEO does not participate in Compensation Committee or Board deliberations about his compensation.

TheBeginning in 2019, 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.awards under the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan (as amended, the ETRN LTIP). These awards must follow established guidelines and(which were subsequently amended in the third quarter of 2020), are reviewed by the Compensation Committee on a quarterly basis.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 New Hire awards pursuant to new hires eligible for an award under the 2018 Equitrans Midstream Corporation Long-Term Incentive Plan (ETRN LTIP). The guidelines are as follows:following guidelines:

➢

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.CEO.



➢

The aggregate award value of all awards under this basket as of the date of any grant may not exceed $725,000.

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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 pursuant to the following guidelines:

➢

Prior to the third quarter of 2020, CEO Awards may bewere made to employees on the condition that no award exceedsexceeded $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. Effective beginning with the third quarter of 2020, CEO Awards are for the purpose of recognizing individual performance achievement as follows:



o

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



o

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



➢

Prior to the third quarter of 2020, Retention Awards may bewere made to employees who havehad received a long-term incentive grant in the past on the condition that no award exceedsexceeded $25,000 per employee per grant. Effective beginning with the third quarter of 2020, Retention Awards are for the purpose of addressing compensation for key personnel that have been offered employment outside the company with more favorable equity-based compensation arrangements.



➢

Discretionary New Hire Awards may be made to newly hired employees not otherwise entitled to a new hireNew 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 under this basket 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 or CEO direct report.officer.

We provide additional information regarding the Compensation Committee and ourthe Company's policies and procedures regarding executive compensation below under the caption "Compensation Discussion and Analysis."

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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 OfficerCEO 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 OfficerCEO should be separate, and if separate, whether the Chairman should be an outside director or an inside director. In connection withJuly 2019, the Separation, in November 2018, Mr. Porges was appointed as Chairman. The Board believes that having a separate Chairman is the most effective leadership structure following the Separation, enabling Mr. Karam to focus on operations and strategy while providing for robust board oversight. The Board may at some point concludeconcluded that combining the functions of Chairman and Chief Executive Officer isCEO was the most effective leadership structure.structure for the Company and appointed Mr. Karam as the Chairman of the Board. The Board reaffirmed its conclusion in May 2020 and, based on a recommendation of the Corporate Governance Committee, reappointed Mr. Karam as Chairman of the Board for a term expiring at the Board's 2021 annual meeting. 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 89% independent. In addition, a combined Chairman and CEO allows the Company to communicate its business, strategy and value to shareholders, investors, employees, other stakeholders, regulators and the public with a single voice.

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

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

Robert F.In May 2020, the Board, based on a recommendation from the Corporate Governance Committee, re-elected Mr. Vagt was appointed to serve as Lead Independent Director of the Board in November 2018 to serve untilfor a one-year term. Mr. Vagt has held this position since the 2019 annual meeting of shareholders.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 providedprovide 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 (including, without limitation, risks relating to energy transition, emissions and climate change, as well as biodiversity matters) as may be delegated to the Committee by the Board
	​		​

Management

➢

CertainThe Company's Enterprise Risk Committee, composed of 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 ourthe 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 candidate against the ideal attributes identified below. Candidates generally possessing these attributes are further evaluated in lightagainst of the current needs of the Company to determine the appropriate fit in light of overall Board composition. The Corporate Governance Committee will reviewreviews the attributes from time to time and recommendrecommends 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, independent directors on the Board identified Mses. Barpoulis and Collawn and Mr. Leland as potential candidates and after, among other things, a thorough vetting process, interviews with the Company's 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 terms expiring at the 2020 annual meeting of shareholders, each of whom were re-elected at such meeting. With the appointment of the three new directors, the Company has expanded its Board size to nine directors, eight of whom are independent.

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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 February 12, 2020December 28, 2021, and no later than the close of business on March 13, 2020.

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Table of ContentsJanuary 27, 2022.

A submitting shareholder must provide the following:

➢

The information required by Sections 1.09 and 1.10 of the Company's bylawsBylaws (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.

Additionally, as set forth in Section 1.11 of the Company's Bylaws, a shareholder, or group of twenty or fewer shareholders, in each case owning continuously for at least three years as of both the date the notice is received by the Company and the record date for the annual meeting, shares of the Company representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, may nominate and include in the Company's proxy statement director nominees constituting the greater of (i) two and (ii) 20% of the Board, provided that such nominations are submitted in writing and received by the Company's Corporate Secretary not earlier than the close of business on October 16, 2021 (the 150th day prior to the first anniversary of the date that the Company mailed its proxy statement for the prior annual meeting) and not later than the close of business on November 15, 2021 (the 120th day prior to the first anniversary of the date that the Company mailed its proxy statement for the prior year's annual meeting) and include the following:

➢

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



➢

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

Please see "Corporate Secretary Contact Information" under the caption "Additional Information" on page 61.59.

​

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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, 625 Liberty Avenue, Suite 2000, Pittsburgh,2200 Energy Drive, Canonsburg, Pennsylvania 15222.15317. 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 Audit Committee, the Compensation Committee, the Corporate Governance Committee, and the Health, Safety, Security and Environmental Committee.Board. The corporate governance page can be found at www.equitransmidstream.com, by clicking on the "Investors""About" link on the main page and then on the "Governance" link. The Company will provide copies of its corporate governance guidelines, code of business conduct and ethics, and any of the Board Committee charters upon request by a shareholder to the Corporate Secretary. See "Corporate Secretary Contact Information" under the caption "Additional Information."

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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

➢

We have a non-management Chairman

➢

FiveEight of the sevennine members of the Board are independent of the Company and its management

➢

The Board's independent/non-management directors meet regularly in executive session, and the Lead Independent Director presides over and sets the agenda for sessions of the independent/non-management directors

➢

All members of each of the Audit, Compensation, 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 EnvironmentalHSSE Committee has a charter that reflects good corporate governance

➢

The Board and each of the Audit, Compensation, Corporate Governance and Health, Safety, Security and Environmental Committees willBoard 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 bylawsBylaws 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 equitystock 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 bylawsBylaws provide that shareholders meeting certain requirements may submit candidates for director to be included in our proxy statement

➢

The Compensation Committee has adopted a robust clawback policy, applicable to current and former executive officers of the Company

➢

The Board has approved, subject to shareholder approval, the removal of the supermajority voting requirements from our Articles of Incorporation and Bylaws

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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. OurDuring 2020, our management team spent a significant amount of time meeting and speaking to our shareholders before and after the Separation.shareholders. We welcome feedback from our shareholders and strive to maintain the best governance, compensation and oversight practices.

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Sustainability and Corporate Responsibility

We recognize, and appreciate, that our shareholders, employees, customers, regulators, and other stakeholders expect us to continue to focus on long-term sustainable performance, including by addressing significant, relevant ESG factors. We have, throughout our corporate history, embraced conducting business in a socially responsible and ethical manner by respecting all stakeholders, and we believe that our continued commitment to sustainability, including minimizing impacts to the environment and society, will enable us to create long-term value. We have highlighted below certain important steps that we have taken to further communicate, structure, and embed within our operations our sustainability practices.

➢

Enhanced Transparency Through Sustainability Reporting.     In 2020, we published our first annual corporate sustainability report (CSR), in accordance with the Global Reporting Initiative (GRI) Core option and also the Sustainability Accounting Standards Board (SASB) Oil & Gas — Midstream Standards. Our 2020 CSR highlights the results of our materiality assessment to identify the ESG topics most significant to our business and stakeholders.

➢

Clear Board and Executive Oversight of Sustainability and Corporate Responsibility.     We took several significant steps to enhance our governance of ESG matters, including clarifying that the full Board, acting through its committees, oversees the Company's policies, programs, and strategies related to corporate social responsibility and sustainability, including ESG matters and related risks and opportunities. In 2020, we appointed a Chief Sustainability Officer to, utilizing cross-functional resources and building upon our existing achievements, design and oversee the implementation of our sustainability strategy.

➢

Publication of Our Climate Policy.     In early 2021 we published our initial Climate Policy, which acknowledges the reality of climate change as one of the most critical issues today and outlines our commitment and aspirations to reduce our carbon footprint. Our efforts include continuing to improve the accounting of greenhouse gas emissions across our value chain to comprehensively understand impacts, as well as to determine actions to lower emissions. To remain transparent and accountable in our efforts, we have committed to reporting our progress to stakeholders and routinely engaging with stakeholders, including key environmental organizations.

➢

Linking Compensation to Meaningful Safety and Environmental Performance Goals.     Building on our continued emphasis of safe operations — above all else — the Compensation Committee has set safety- and environment-related performance goals in the Company's short-term incentive plan, including metrics for incidents with serious potential and observations and erosion and sediment control.

More information regarding our sustainability initiatives and copies of our CSR for 2020 and Climate Policy are available on our website (www.equitransmidstream.com) by selecting the "Sustainability" tab on the main page. Information included in the CSR and Climate Policy is not incorporated into this proxy statement.

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 ourstandards. These corporate governance guidelines may be found on the Company's website at www.equitransmidstream.com.www.equitransmidstream.com by clicking on "About" on the main page and then on "Governance."

The Board considers all relevant facts and circumstances in making an independence determination. Any relationship involving a Company director that complies with the independence standards included in ourthe Company's corporate governance guidelines and is not otherwise a related person transaction under the Company's related person transaction approval policy (the related person transaction policy) is deemed to be an immaterial relationship not requiring consideration by the Board in assessing independence. In February 2019,the first quarter of 2021, 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 Messrs. Karam and Porges.Mr. Karam.

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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 equitystock 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, thenor in certain cases the Chair of the Corporate Governance Committee followed by a report to the Corporate Governance Committee, 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.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.

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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 2018,2020, 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.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 2018,2020, 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. Compensation for our non-employee directors during 2018 was established by our former parent, EQT, prior to the Separation and consisted of a mix of cash and equity-based compensation. At the effective time of the Separation, our Board approved the continuation of the same level of cash compensation for non-employee directors for the 2018 calendar year. Following the Separation, theThe 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 20192020 and 2021 calendar year.years.

Compensation Feature		2018 (1)		2019
Annual cash retainer – Board member		$85,000		$100,000
​	​	​	​	​
Annual cash retainer – Committee Chair		Audit:$25,000 Compensation:$15,000 All other Committees:$15,000		$20,000 $20,000 $15,000
​	​	​	​	​
Annual cash retainer – Committee member (excluding the chair)		Audit:$10,000 Corporate. Governance, Compensation, HSSE:$5,000		$7,500 None
​	​	​	​	​
Annual retainer – Chairman of the Board and Lead Independent Director		None		$25,000
​	​	​	​	​
Meeting fees		None		None
​	​	​	​	​
Deferred stock units		3,430 stock units		7,500 stock units
​	​	​	​	​

⁽¹⁾

The 2018 cash retainer compensation paid by the Company was prorated from the Separation date through December 31, 2018.

Compensation Feature		2020		2021
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: $0 Lead Independent Director: $25,000		$0 $25,000
​	​	​	​	​
Deferred stock units		Value equal to $150,000		Value equal to $150,000
​	​	​	​	​

Equity-Based Compensation

Pre-Separation stock awards.  EQT grantedThe Company grants to each non-employee director, on an annual basis, stock units under EQT's directors'the ETRN LTIP, the payouts of which are deferred compensation plans that vestedunder Equitrans Midstream's Amended and Restated Directors' Deferred Compensation Plan (the Director Plan). Each deferred stock unit vests upon award and will be payable upon termination of service as a director of Equitrans Midstream, which are referred to herein as deferred stock units. Each deferred stock unit was equal in value to one share of EQT common stock and does not have voting rights. Dividends are credited quarterly in the form of additional deferred stock units. Pursuant to the terms of the Separation, each outstanding EQT deferred stock unit was converted into an award in respect of both shares of EQT common stock and shares of the Company's common stock. The number of shares of EQT common stock subject to each outstanding award is the same as the number subject to the award prior to the Separation, while the number of shares of Company common stock subject to the award was determined based on the number of the Company shares distributed in connection with the Separation.

Equitrans Midstream stock awards.  The Company expects to grant each non-employee director, on an annual basis, stock units under Equitrans Midstream's directors' deferred compensation plan. Each deferred stock unit vests upon award, will be payable upon termination of service as a director of Equitrans Midstream and is referred to herein as deferred stock units.Midstream. Each deferred stock unit is equal in value to one share of Equitrans Midstream common stock and does not have voting rights. DividendsThe 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.

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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

Pre-Separation Directors' Deferred Compensation.The Company maintains the Director Plan. Under the terms of the EQT deferred compensation plans for non-employee directors, in addition to the automatic deferral of stock units awarded, non-employee directors were eligible to elect to defer up to 100% of their retainers and fees into the 2005 Directors' Deferred Compensation Plan and receive an investment return on the deferred funds as if the funds were invested in EQT common stock or permitted mutual funds. Prior to the deferral, plan participants were required to irrevocably elect to receive the deferred funds either in a lump sum or in equal annual installments. Deferred funds for which directors elected to receive an investment return as if the funds were invested in EQT common stock were payable in shares of EQT common stock. Distributions were to be made or commence following termination of service as a director. Mr. Szydlowski deferred fees under the plan in 2018 prior to the Separation.

Equitrans Midstream Directors' Deferred Compensation.  Prior to the Separation, the Company established the Equitrans Midstream Corporation Directors' Deferred Compensation Plan with substantially the same terms as the EQT non-employee director compensation program immediately prior to the Separation. Each Company non-employee director who served on the EQT board of directors immediately prior to the Separation and held a deferred compensation balance under the EQT 2005 Directors' Deferred Compensation Plan was credited with such deferred compensation balance under the Equitrans Midstream Corporation Directors' Deferred Compensation Plan and ceased participation in the EQT plan with respect to future accruals; however, any phantom equity awards in respect of EQT common stock held by such director remained under the EQT plan.

Under the Equitrans Midstream Corporation Directors' Deferred CompensationDirector Plan, in addition to the automatic deferral of deferred stock units awarded,unit awards, non-employee directors are permitted to elect to defer up to 100% of their retainers and any fees into the planDirector 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. Mr. Szydlowski and Ms. Collawn deferred fees under the Director Plan during 2020.

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EquityStock Ownership Guidelines

The non-employee directors are subject to equitystock 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. In addition to Company equity, EQM units count toward satisfying the equity ownership requirement. Each of the Company's non-employee directors satisfies the equitystock ownership guidelines or is within the five-year grace period.

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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.

20182020 Directors' Compensation Table

The table below shows the total 20182020 compensation of the Company's non-employee directors. The majority of these amounts were paid by EQT before the Separation to compensate directors who at the time served on the EQT Corporation board of directors.

Name(1)

Fees Earned or Paid in Cash ($) (1)

Stock Awards ($) (2)

All Other Compensation ($) (3)

Total ($)

Fees Earned or Paid in Cash ($)(2)

Stock Awards ($)(3)

All Other Compensation ($)(4)

Total ($)

Ms. Bailey

​

​

$

88,981

​

$

256,401

​

​

$12,544

​

​

$

357,926

​

​

115,000

​

​

150,033

​

​

79,240

​

​

344,273

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Ms. Barpoulis

​

​

91,484

​

​

137,314

​

​

13,243

​

​

242,041

​

​

​

​

​

​

​

​

​

Mr. Burke

​

​

$

90,313

​

$

256,401

​

​

$83,929

​

​

$

430,642

​

​

120,000

​

​

150,033

​

​

178,503

​

​

448,536

​

​

​

​

​

​

​

​

​

Ms. Collawn

​

​

75,000

​

​

42,453

​

​

3,913

​

​

121,366

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Ms. Dorman

​

​

$

85,897

​

$

256,401

​

​

$44

​

​

$

342,342

​

​

122,926

​

​

150,033

​

​

41,599

​

​

314,558

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mr. Karam(4)

​

​

–

​

–

​

​

–

​

​

–

​

​

​

​

​

​

​

​

​

Mr. Porges

​

​

$

11,318

​

$

150,140

​

​

$50,000

​

​

$

211,458

Mr. Leland

​

​

96,607

​

​

138,163

​

​

13,029

​

​

247,799

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mr. Szydlowski

​

​

$

77,731

​

$

256,401

​

​

$19,071

​

​

$

353,203

​

​

115,000

​

​

150,033

​

​

78,858

​

​

343,891

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Mr. Vagt

​

​

$

80,815

​

$

256,401

​

​

$265,689

​

​

$

602,905

​

​

132,500

​

​

150,033

​

​

78,858

​

​

361,391

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(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.

(2)(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 2018.2020. On January 1, 2018, EQT2020, the Company granted 3,43011,230 deferred stock units with a grant date fair value of $195,236$150,033 to each non-employee director serving at that time. On February 1, 2020, April 1, 2020, and January 30, 2020, the Company made pro-rata grants of 14,200, 8,440 and 13,970 deferred stock units to Mses. Barpoulis and Collawn and Mr. Leland, respectively, with grant date fair values of $137,314, $42,453, and $138,163, respectively. 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 EQT'sthe Company's common stock on December 29, 2017, the business day prior to the grant date, of $56.92. On December 12, 2018, Equitrans Midstream granted 6,980 deferred stock units with a grant date fair value of $150,140 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 Equitrans Midstream's common stockwhich was $13.36 on December 12, 2018, the grant date, of $21.51. The aggregate number of Equitrans Midstream deferred stock units, including accrued dividends thereon, held at December 31, 2018 was: Ms. Bailey — 36,901; Mr. Burke 22,190; Ms. Dorman — 22,190; Mr. Karam — 3,053; Mr. Porges — 6,980; Mr. Szydlowski — 10,033;2019, $9.67 on January 31, 2020, $5.03 on March 30, 2020 and Mr. Vagt —10,033. Additionally, the directors held the following EQT Corporation deferred stock units, including dividends thereon, at December 31, 2018: Ms. Bailey — 37,461; Mr. Burke 19,043; Ms. Dorman — 19,043; Mr. Karam — 3,823; Mr. Szydlowski — 3,823; and Mr. Vagt —3,823. See "Equity-Based Compensation" above for the treatment of the directors' equity awards in connection with the Separation.$9.89 on January 29, 2020.