Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Equitrans Midstream Corporation |
Entity Central Index Key | 0001747009 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure pure in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | PAY VERSUS PERFORMANCE The following table shows the total compensation for our NEOs for the past three fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid” to our CEO and, on an average basis, our other NEOs (in each case, as determined under SEC rules), our TSR, the TSR of the Alerian US Midstream Energy Index over the same period, our net income, and our financial performance measure for compensatory purposes, Economic Adjusted EBITDA. Pay Versus Performance Table Year Summary Compensation Average Average Value of initial fixed Net Economic TSR(4) Peer 2022 8,329,965 (1,363,805 ) 2,473,443 267,940 64.36 140.99 (257,138 ) 1,416,515 2021 10,349,548 8,835,209 2,934,705 2,529,324 92.27 108.82 (1,397,290 ) 1,436,091 2020 4,662,694 4,203,284 1,480,284 1,419,654 66.74 75.04 632,984 1,440,374 (1) Mr. Karam was the CEO for each of 2020, 2021 and 2022. (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. The following table details these adjustments: Year Executive(s) Summary Subtract Stock Add Change in Add Subtract Compensation 2022 CEO 8,329,965 (5,932,559 ) 2,405,284 (6,166,495 ) — — (1,363,805 ) Other NEOs 2,473,443 (1,419,196 ) 575,398 (1,361,704 ) — — 267,940 2021 CEO 10,349,548 (8,009,741 ) 6,500,913 57,536 426,110 (489,157 ) 8,835,209 Other NEOs 2,934,705 (1,849,994 ) 1,501,526 7,792 19,885 (84,590 ) 2,529,324 2020 CEO 4,662,694 (2,636,435 ) 2,690,743 (513,718 ) — — 4,203,284 Other NEOs 1,480,284 (500,175 ) 510,575 (71,030 ) — — 1,419,654 (3) For each of 2020, 2021 and 2022, the other NEOs were Ms. Charletta and Messrs. Moore, Oliver and Pietrandrea. (4) TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the Alerian US Midstream Energy Index. (5) See Appendix B for a reconciliation of Economic Adjusted EBITDA to net income, the most directly comparable GAAP financial measure. | ||
Company Selected Measure Name | Economic Adjusted EBITDA | ||
Named Executive Officers, Footnote [Text Block] | (1) Mr. Karam was the CEO for each of 2020, 2021 and 2022. (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. The following table details these adjustments: Year Executive(s) Summary Subtract Stock Add Change in Add Subtract Compensation 2022 CEO 8,329,965 (5,932,559 ) 2,405,284 (6,166,495 ) — — (1,363,805 ) Other NEOs 2,473,443 (1,419,196 ) 575,398 (1,361,704 ) — — 267,940 2021 CEO 10,349,548 (8,009,741 ) 6,500,913 57,536 426,110 (489,157 ) 8,835,209 Other NEOs 2,934,705 (1,849,994 ) 1,501,526 7,792 19,885 (84,590 ) 2,529,324 2020 CEO 4,662,694 (2,636,435 ) 2,690,743 (513,718 ) — — 4,203,284 Other NEOs 1,480,284 (500,175 ) 510,575 (71,030 ) — — 1,419,654 (3) For each of 2020, 2021 and 2022, the other NEOs were Ms. Charletta and Messrs. Moore, Oliver and Pietrandrea. | ||
Peer Group Issuers, Footnote [Text Block] | (4) TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the Alerian US Midstream Energy Index. | ||
PEO Total Compensation Amount | $ 8,329,965 | $ 10,349,548 | $ 4,662,694 |
PEO Actually Paid Compensation Amount | $ (1,363,805) | 8,835,209 | 4,203,284 |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. The following table details these adjustments: Year Executive(s) Summary Subtract Stock Add Change in Add Subtract Compensation 2022 CEO 8,329,965 (5,932,559 ) 2,405,284 (6,166,495 ) — — (1,363,805 ) Other NEOs 2,473,443 (1,419,196 ) 575,398 (1,361,704 ) — — 267,940 2021 CEO 10,349,548 (8,009,741 ) 6,500,913 57,536 426,110 (489,157 ) 8,835,209 Other NEOs 2,934,705 (1,849,994 ) 1,501,526 7,792 19,885 (84,590 ) 2,529,324 2020 CEO 4,662,694 (2,636,435 ) 2,690,743 (513,718 ) — — 4,203,284 Other NEOs 1,480,284 (500,175 ) 510,575 (71,030 ) — — 1,419,654 | ||
Non-PEO NEO Average Total Compensation Amount | $ 2,473,443 | 2,934,705 | 1,480,284 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 267,940 | 2,529,324 | 1,419,654 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Similarly, no adjustment is made for dividends as dividends are factored into the fair value of the award. The following table details these adjustments: Year Executive(s) Summary Subtract Stock Add Change in Add Subtract Compensation 2022 CEO 8,329,965 (5,932,559 ) 2,405,284 (6,166,495 ) — — (1,363,805 ) Other NEOs 2,473,443 (1,419,196 ) 575,398 (1,361,704 ) — — 267,940 2021 CEO 10,349,548 (8,009,741 ) 6,500,913 57,536 426,110 (489,157 ) 8,835,209 Other NEOs 2,934,705 (1,849,994 ) 1,501,526 7,792 19,885 (84,590 ) 2,529,324 2020 CEO 4,662,694 (2,636,435 ) 2,690,743 (513,718 ) — — 4,203,284 Other NEOs 1,480,284 (500,175 ) 510,575 (71,030 ) — — 1,419,654 | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Relationship Between “Compensation Actually Paid” and Performance Measures We believe the table above shows the alignment between compensation actually paid to the NEOs and the Company’s performance, consistent with our compensation philosophy as described in our CD&A on page 30 56 Equitrans Midstream Corporation – 2023 Proxy Statement TABLE OF CONTENTS | ||
Tabular List [Table Text Block] | 2022 Performance Measures As noted above, the Committee believes in a holistic evaluation of the NEOs’ and the Company’s performance and uses a mix of performance measures throughout our annual and long-term incentive programs to align executive pay with Company performance. As required by SEC rules, the performance measures identified as the most important for NEOs’ 2022 compensation decisions are listed in the table to the right, each of which is described in more detail in the CD&A under the section “2022 Compensation Program Element”. Most Important Performance Measures Economic Adjusted EBITDA Free Cash Flow Relative TSR Safety Proactivity Rate Methane Emission Mitigation Submission of Water CDP | ||
Total Shareholder Return Amount | $ 64.36 | 92.27 | 66.74 |
Peer Group Total Shareholder Return Amount | 140.99 | 108.82 | 75.04 |
Net Income (Loss) | $ (257,138,000) | $ (1,397,290,000) | $ 632,984,000 |
Company Selected Measure Amount | 1,416,515 | 1,436,091 | 1,440,374 |
PEO Name | Mr. Karam | Mr. Karam | Mr. Karam |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Economic Adjusted EBITDA | ||
Non-GAAP Measure Description [Text Block] | (5) See Appendix B for a reconciliation of Economic Adjusted EBITDA to net income, the most directly comparable GAAP financial measure. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Free Cash Flow | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Relative TSR | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Safety Proactivity Rate | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Methane Emission Mitigation | ||
Measure [Axis]: 6 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Submission of Water CDP | ||
PEO [Member] | Adjustment Type One [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (5,932,559) | $ (8,009,741) | $ (2,636,435) |
PEO [Member] | Adjustment Type Two [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,405,284 | 6,500,913 | 2,690,743 |
PEO [Member] | Adjustment Type Three [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (6,166,495) | 57,536 | (513,718) |
PEO [Member] | Adjustment Type Four [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 426,110 | ||
PEO [Member] | Adjustment Type Five [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (489,157) | ||
Non-PEO NEO [Member] | Adjustment Type One [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,419,196) | (1,849,994) | (500,175) |
Non-PEO NEO [Member] | Adjustment Type Two [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 575,398 | 1,501,526 | 510,575 |
Non-PEO NEO [Member] | Adjustment Type Three [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (1,361,704) | 7,792 | $ (71,030) |
Non-PEO NEO [Member] | Adjustment Type Four [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 19,885 | ||
Non-PEO NEO [Member] | Adjustment Type Five [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (84,590) |