Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 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 - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Pay Versus Performance Table Year Summary Compensation Average Average Value of initial fixed Net Economic TSR(4) Peer 2023 15,457,854 24,828,074 2,495,728 4,718,595 106.25 168.00 454,754 1,368,171 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, 2022 and 2023. (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. The following table details the adjustments made to Summary Compensation Table totals. Specifically, the equity-based award adjustments for each year include, where applicable, the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity-based awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Adjustments Year Executive(s) Summary Subtract Add Covered Change in Add, for Change in Subtract Prior Add Dollar Compensation 2023 CEO 15,457,854 (5,364,344 ) 9,909,536 5,103,707 — 544,606 (823,285 ) — 24,828,074 Other NEOs 2,495,728 (1,296,113 ) 2,394,307 1,189,032 — 125,794 (190,153 ) — 4,718,595 (3) For each of 2020, 2021, 2022 and 2023, 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 A for a reconciliation of Economic Adjusted EBITDA to net income, the most directly comparable GAAP financial measure. | |||
Named Executive Officers, Footnote | 1) Mr. Karam was the CEO for each of 2020, 2021, 2022 and 2023. (3) For each of 2020, 2021, 2022 and 2023, the other NEOs were Ms. Charletta and Messrs. Moore, Oliver and Pietrandrea. | |||
Peer Group Issuers, Footnote | (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 | $ 15,457,854 | $ 8,329,965 | $ 10,349,548 | $ 4,662,694 |
PEO Actually Paid Compensation Amount | $ 24,828,074 | (1,363,805) | 8,835,209 | 4,203,284 |
Adjustment To PEO Compensation, Footnote | (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. The following table details the adjustments made to Summary Compensation Table totals. Specifically, the equity-based award adjustments for each year include, where applicable, the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity-based awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Adjustments Year Executive(s) Summary Subtract Add Covered Change in Add, for Change in Subtract Prior Add Dollar Compensation 2023 CEO 15,457,854 (5,364,344 ) 9,909,536 5,103,707 — 544,606 (823,285 ) — 24,828,074 Other NEOs 2,495,728 (1,296,113 ) 2,394,307 1,189,032 — 125,794 (190,153 ) — 4,718,595 | |||
Non-PEO NEO Average Total Compensation Amount | $ 2,495,728 | 2,473,443 | 2,934,705 | 1,480,284 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 4,718,595 | 267,940 | 2,529,324 | 1,419,654 |
Adjustment to Non-PEO NEO Compensation Footnote | (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. The following table details the adjustments made to Summary Compensation Table totals. Specifically, the equity-based award adjustments for each year include, where applicable, the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity-based awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. NEOs do not participate in a defined benefit plan so no adjustment for pension benefits is included in the table below. Adjustments Year Executive(s) Summary Subtract Add Covered Change in Add, for Change in Subtract Prior Add Dollar Compensation 2023 CEO 15,457,854 (5,364,344 ) 9,909,536 5,103,707 — 544,606 (823,285 ) — 24,828,074 Other NEOs 2,495,728 (1,296,113 ) 2,394,307 1,189,032 — 125,794 (190,153 ) — 4,718,595 | |||
Compensation Actually Paid vs. Total Shareholder Return | ||||
Compensation Actually Paid vs. Net Income | ||||
Compensation Actually Paid vs. Company Selected Measure | ||||
Total Shareholder Return Vs Peer Group | ||||
Tabular List, Table | 2023 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’ 2023 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 “2023 Compensation Program Elements”. Most Important Performance Measures Economic Adjusted EBITDA Free Cash Flow before Changes in Working Capital Relative TSR Safety Proactivity Rate Proactive Regulatory Transparency TCFD Scenario Analysis and Report | |||
Total Shareholder Return Amount | $ 106.25 | 64.36 | 92.27 | 66.74 |
Peer Group Total Shareholder Return Amount | 168 | 140.99 | 108.82 | 75.04 |
Net Income (Loss) | $ 454,754,000 | $ (257,138,000) | $ (1,397,290,000) | $ 632,984,000 |
Company Selected Measure Amount | 1,368,171,000 | 1,416,515,000 | 1,436,091,000 | 1,440,374,000 |
PEO Name | Mr. Karam | |||
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Economic Adjusted EBITDA | |||
Non-GAAP Measure Description | (5) See Appendix A for a reconciliation of Economic Adjusted EBITDA to net income, the most directly comparable GAAP financial measure. | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Free Cash Flow before Changes in Working Capital | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Relative TSR | |||
Measure:: 4 | ||||
Pay vs Performance Disclosure | ||||
Name | Safety Proactivity Rate | |||
Measure:: 5 | ||||
Pay vs Performance Disclosure | ||||
Name | Proactive Regulatory Transparency | |||
Measure:: 6 | ||||
Pay vs Performance Disclosure | ||||
Name | TCFD Scenario Analysis and Report | |||
PEO | Adjustment Type One [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ (5,364,344) | |||
PEO | Adjustment Type Two [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 9,909,536 | |||
PEO | Adjustment Type Three [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 5,103,707 | |||
PEO | Adjustment Type Four [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
PEO | Adjustment Type Five [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 544,606 | |||
PEO | Adjustment Type Six [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (823,285) | |||
PEO | Adjustment Type Seven [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
Non-PEO NEO | Adjustment Type One [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (1,296,113) | |||
Non-PEO NEO | Adjustment Type Two [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 2,394,307 | |||
Non-PEO NEO | Adjustment Type Three [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 1,189,032 | |||
Non-PEO NEO | Adjustment Type Four [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | ||||
Non-PEO NEO | Adjustment Type Five [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 125,794 | |||
Non-PEO NEO | Adjustment Type Six [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (190,153) | |||
Non-PEO NEO | Adjustment Type Seven [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount |