Share-based Compensation Plans | Share-based Compensation Plans The Company maintains employee share-based compensation plans for restricted stock, restricted stock units, performance awards, stock options and other equity or cash-based awards as governed by the Equitrans Midstream Corporation 2018 Long-Term Incentive Plan, as amended (the 2018 Plan), which was effective as of November 12, 2018. Non-employee members of the Board receive phantom units in connection with their board service payable in Company common stock upon the director's termination of services from the Board. The 2018 Plan's term is through the 2028 shareholders' meeting and the maximum number of shares of common stock that may be issued and as to which awards may be granted under the 2018 Plan is 38,592,386 shares. The Company also has remaining obligations pertaining to the settlement of unexercised stock options of former employees and outstanding phantom unit awards to certain directors, which were granted in accordance with an Employee Matters Agreement by and between the Company and EQT entered into on November 12, 2018 in connection with the Separation (Employee Matters Agreement). Pursuant to the Employee Matters Agreement, previously outstanding share-based compensation awards granted under EQT's equity compensation programs prior to the Separation and held by certain executives and employees of the Company and EQT were adjusted to reflect the impact of the Separation on these awards. Changes in performance and the number of outstanding awards can impact the ultimate number of the Company's performance awards to be settled. Share-based awards to be settled in Equitrans Midstream common stock upon settlement are funded by shares acquired by the Company in the open market or from any other person, stock issued directly by the Company or any combination of the foregoing. The following table summarizes the components of share-based compensation expense for the years ended December 31, 2023, 2022 and 2021. Years Ended December 31, 2023 2022 2021 (Thousands) 2023 PSU Program 4,800 — — 2022 PSU Program 6,077 5,672 — 2021 MVP PSU Program 20,576 — — 2021 PSU Program 2,083 1,527 5,940 2020 PSU Program — (221) 1,297 2019 PSU Program — — 984 Restricted stock awards 15,186 7,840 11,268 Other programs, including non-employee director awards 1,416 1,132 1,367 Total share-based compensation expense $ 50,138 $ 15,950 $ 20,856 The Company capitalizes compensation cost for its share-based compensation awards based on an employee's job function. Capitalized compensation costs for the years ended December 31, 2023, 2022 and 2021 were $5.0 million, $2.0 million and $4.2 million, respectively. The Company recorded $2.9 million, $1.0 million, and $2.0 million for the years ended December 31, 2023, 2022 and 2021, respectively, of tax expense for excess tax benefits related to share-based compensation plans. Performance Share Unit Programs – Equity & Liability The Human Capital and Compensation Committee of the Company's Board (referred to herein as the Compensation Committee) adopted the Equitrans Midstream Corporation 2019 Performance Share Unit Program (the 2019 PSU Program), the Equitrans Midstream Corporation 2020 Performance Share Unit Program (the 2020 PSU Program), the Equitrans Midstream Corporation 2021 Performance Share Unit Program (the 2021 PSU Program), the Equitrans Midstream Corporation 2022 Performance Share Unit Program (the 2022 PSU Program) and the Equitrans Midstream Corporation 2023 Performance Share Unit Program (the 2023 PSU Program). The 2019 PSU Program, the 2020 PSU Program, the 2021 PSU Program, the 2022 PSU Program and the 2023 PSU Program (collectively, the PSU Programs) vest in both equity and liability awards. The Company established the PSU Programs to provide long-term incentive opportunities to key employees to further align their interests with those of the Company's shareholders and with the strategic objectives of the Company. The performance period for each of the awards under the PSU Programs, except for the 2020 PSU Program, is 36 months, with vesting occurring upon payment following the expiration of the performance period, subject to continued service through such vesting date. The awards under the 2020 PSU Program were earned over four separate performance periods as follows: (i) 20% for each of the three calendar years that occurred following the vesting commencement date (i.e., the 2020, 2021 and 2022 calendar years) and (ii) 40% for the cumulative three-year period following the vesting commencement date (i.e., January 1, 2020 through December 31, 2022), with vesting occurring upon payment following the expiration of the cumulative three-year performance period, subject to continued service through such vesting date. The PSU Program awards granted in 2020, 2021 and 2022 were or will be earned based on the level of Equitrans Midstream total shareholder return (TSR) relative to a predefined peer group. The PSU Program awards granted in 2023 will be earned based upon the level of TSR relative to a predefined peer group, the achievement of certain levels of free cash flow before changes in working capital, and the number of ESG-related projects completed, in each case during the performance period and, in the case of free cash flow before changes in working capital, on an annual basis within such performance period. The Company commences recording compensation cost for the free cash flow before changes in working capital performance condition when the targets have been established for each annual period. The payout factor for the PSU Programs varies between zero and 200% of the number of outstanding units, each contingent on the applicable performance metrics. The Company recorded the portion of the PSU Programs containing a market condition that are to be settled in stock as equity awards using a grant date fair value determined through a Monte Carlo simulation, which projects the common stock price for the Company and its peers at the ending point of the applicable performance period. The PSU Programs containing a market condition also included awards to be settled in cash and, therefore, were recorded at fair value as of the measurement date determined through a Monte Carlo simulation, which projects the common stock price for the Company and its peers at the ending point of the applicable performance period. The expected share prices were generated using the Company's annual volatility for the expected term and the commensurate three-year or two-year risk-free rates for equity awards and liability awards, respectively. The vesting of units of the PSU Programs occurs upon payment following the expiration of the applicable performance period, subject to continued service through such date, and the satisfaction of the underlying performance or market condition. The following table summarizes all PSU Programs to be settled in stock and classified as equity awards: Non-vested Shares Weighted Average Fair Value Per Share Aggregate Fair Value Outstanding at December 31, 2020 1,300,567 $ 13.78 $ 17,925,467 Granted 1,540,230 8.77 13,507,817 Vested (85,872) 76.53 (6,571,784) Forfeited (95,729) 8.45 (808,857) Outstanding at December 31, 2021 2,659,196 $ 9.05 $ 24,052,643 Granted 1,274,910 14.86 18,945,163 Vested (474,488) 15.03 (7,131,551) Outstanding at December 31, 2022 3,459,618 $ 10.37 $ 35,866,255 Granted 1,523,826 8.04 12,247,293 Vested (703,583) 5.59 (3,931,628) Outstanding at December 31, 2023 4,279,861 $ 10.32 $ 44,181,920 As of December 31, 2023, $15.6 million of unrecognized compensation cost related to non-vested PSU Programs to be settled in stock was expected to be recognized over a remaining weighted average vesting term of approximately one year. The following table summarizes all PSU Programs to be settled in cash and classified as liability awards: Non-vested Units Weighted Average Fair Value Per Unit Aggregate Fair Value Outstanding at December 31, 2020 712,595 $ 11.85 $ 8,441,384 Granted 873,460 8.77 7,660,244 Vested (87,145) 33.87 (2,951,624) Forfeited (27,145) 8.23 (223,349) Outstanding at December 31, 2021 1,471,765 $ 8.78 $ 12,926,655 Granted 717,930 14.86 10,668,440 Vested (226,135) 14.67 (3,318,009) Forfeited (85,758) 10.81 (927,125) Outstanding at December 31, 2022 1,877,802 $ 10.30 $ 19,349,961 Granted 625,009 8.04 5,023,320 Vested (389,160) 5.59 (2,174,332) Forfeited (82,236) 10.69 (878,913) Outstanding at December 31, 2023 2,031,415 $ 10.50 $ 21,320,036 The payout factor of the free cash flow before changes in working capital performance metric covering the first annual period of the 2023 PSU Program was achieved at a performance of 200%, subject to final certification by the Compensation Committee. The total liability recorded for the cash-settled PSU Programs was $6.9 million and $3.9 million as of December 31, 2023 and 2022, respectively. Fair value is estimated using a Monte Carlo simulation valuation method with the following weighted average assumptions: For PSU Programs Issued During the Years Ended December 31, 2023 2022 2021 Accounting Treatment Liability (a) Equity Liability (a) Equity Liability (a) Equity Risk-free rate 4.20 % 4.48 % 4.25 % 1.16 % 4.65 % 0.16 % Dividend yield N/A N/A N/A N/A N/A N/A Volatility factor 47.7 % 57.8 % 58.4 % 54.0 % 58.4 % 61.0 % Expected term 2 years 3 years 2 years 3 years 1 year 3 years (a) Information shown for liability plan valuations is as of the measurement date. Restricted Stock Awards – Equity A summary of restricted stock equity award activity during the years ended December 31, 2023, 2022 and 2021 is presented below. Non-vested Shares Weighted Average Fair Value Per Share Aggregate Fair Value Outstanding at January 1, 2021 841,068 $ 17.08 $ 14,366,346 Granted 660,250 8.04 5,308,410 Vested (58,185) 44.20 (2,572,026) Forfeited (49,732) 11.17 (555,522) Outstanding at December 31, 2021 1,393,401 $ 11.88 $ 16,547,208 Granted 546,520 10.34 5,651,017 Vested (293,281) 17.81 (5,223,311) Outstanding at December 31, 2022 1,646,640 $ 10.31 $ 16,974,914 Granted 1,646,000 6.23 10,254,580 Vested (870,970) 10.89 (9,481,533) Outstanding at December 31, 2023 2,421,670 $ 7.33 $ 17,747,961 The restricted stock equity grants generally become fully vested at the end of the service period commencing with the vesting commencement date, assuming continued service through such date. As of December 31, 2023, $9.1 million of unrecognized compensation cost related to non-vested restricted stock awards was expected to be recognized over a remaining weighted average vesting term of approximately 1.6 years. Restricted Stock Unit Awards – Liability A summary of restricted stock unit liability award activity during the years ended December 31, 2023, 2022 and 2021 is presented below. Non-vested Units Weighted Average Aggregate Fair Value Outstanding at January 1, 2021 877,596 $ 15.46 $ 13,565,895 Granted 430,800 8.06 3,472,652 Vested (190,036) 20.76 (3,944,942) Forfeited (38,656) 10.73 (414,837) Outstanding at December 31, 2021 1,079,704 $ 11.74 $ 12,678,768 Granted 380,250 9.77 3,716,834 Vested (267,642) 16.82 (4,502,803) Forfeited (45,043) 10.00 (450,504) Outstanding at December 31, 2022 1,147,269 $ 9.97 $ 11,442,295 Granted 1,136,000 6.25 7,102,647 Vested (403,261) 11.98 (4,832,392) Forfeited (79,118) 7.26 (574,614) Outstanding at December 31, 2023 1,800,890 $ 7.30 $ 13,137,936 The restricted stock unit grants generally become fully vested at the end of the service period commencing with the vesting commencement date, assuming continued service through such date. The total liability recorded for these restricted stock units was $10.9 million and $6.5 million as of December 31, 2023 and 2022, respectively. MVP PSU Program In December 2021, at the recommendation of the Compensation Committee and approval of the Board, the Company granted a special, one-time, performance award program designed to reward all employees should the Company’s most complex and strategically significant project, the MVP project, be placed in-service (the MVP PSU Program). The Company granted 1,450,110 shares to all participants in the 2018 Plan as of November 1, 2021 (LTIP Participants), except the Company’s named executive officers (NEOs) and certain other senior leaders (collectively, the Senior Executives), and 1,158,030 shares to the Senior Executives. The MVP PSU Program awards were granted on December 6, 2021 and will be paid in Company common stock, contingent on the MVP Joint Venture being authorized by the FERC to commence service on the MVP (such authorization, the In-Service Date) on or before a specified expiration date of January 1, 2024 (the Expiration Date, the now inapplicability of which is discussed below), subject to continued service through the applicable payment date: • As to shares issued to the LTIP Participants, 100% will be paid on the date selected by the Company that is not later than 90 days after the In-Service Date; • As to shares issued to the Senior Executives: • 50% will be paid on the date selected by the Company that is not later than 90 days after the In-Service Date; • 25% will be paid on the date selected by the Company that is not later than 30 days after the first anniversary of the In-Service Date; and • 25% will be paid on the date selected by the Company that is not later than 30 days after the second anniversary of the In-Service Date. The achievement of the MVP Joint Venture being authorized by the FERC to commence service on the MVP on or before the Expiration Date represented a performance condition as defined by ASC 718, Share-based Compensation , that should be assessed at the end of each reporting period as to whether the performance condition is probable of being achieved. Due to the graded vesting of the MVP PSU Program awards to the Senior Executives, the Company recognizes compensation cost over the requisite service period for each separately vested tranche of the award as though each award was, in substance, its own award. In June 2023, the performance condition associated with the MVP PSU Program awards was deemed to be probable. During the year ended December 31, 2023, the Company recognized compensation cost of approximately $20.6 million that includes the impact of a cumulative catch-up to reflect the requisite service period of each award that has been provided to date. As of December 31, 2023, there was approximately $3.6 million of unrecognized compensation cost related to non-vested MVP PSU Program awards that is expected to be recognized over a remaining weighted average vesting term of approximately 0.6 years. In connection with considering the Company’s ongoing efforts to complete the MVP project, the Board took note of the significant legal and regulatory obstacles that delayed progress on the MVP project that were outside of the control of the Company, particularly since the inception of the MVP PSU Program, the efforts undertaken by many of the Company’s employees, including the NEOs, to overcome these obstacles, and ongoing risks. The Board also was focused on and sought to promote the Company's top priority of completing the MVP project safely and in compliance with applicable environmental standards. Taking into account these factors, the proximity of the Expiration Date, and noting the potential that the Expiration Date could distract from, or be cited by project opponents as a distraction from, a focus on safety and environmental compliance, the Board, on July 26, 2023, with the recommendation of the Compensation Committee, approved an amendment to the MVP PSU Program to eliminate the Expiration Date as a term of the MVP PSU Program and all award agreements thereunder (the MVP PSU Amendment). Accordingly, the Equitrans Midstream Corporation Senior Executive 2021 MVP Performance Share Units Award Agreements to which the NEOs are parties and the Equitrans Midstream Corporation LTIP Participant 2021 MVP Performance Share Units Award Agreements were amended to reflect the elimination of the Expiration Date, and the calculation of shares retained in the event of a participant’s termination due to death, disability or retirement also was clarified. All other terms of the award agreements remain in full force and effect. The MVP PSU Amendment resulted in a change to the original performance condition of the MVP PSU Program. As such, the Company accounted for the MVP PSU Amendment as a Type Ι modification in accordance with ASC 718, which did not result in any additional compensation cost related to the awards. The following table provides detailed information on the MVP PSU Program as of December 31, 2023: MVP PSU Program Non-vested Shares Grant Date Fair Value (a) Fair Value (Thousands) Requisite Service Period Unrecognized Compensation Cost (Thousands) LTIP Participants 1,362,243 $9.59 $ 13,064 28 months $ 883 Senior Executives T1 579,015 $9.59 5,553 28 months 381 Senior Executives T2 289,511 $9.59 2,776 40 months 948 Senior Executives T3 289,504 $9.59 2,776 52 months 1,382 (a) Determined based upon the closing price of the Company's common stock on the day before the grant date. Non-Qualified Stock Options In connection with the Separation, the Company assumed stock options related to EQT share-based compensation awards. Stock options outstanding and exercisable expire between 2024 and 2028 and there are no unrecognized compensation costs remaining related to these options. A summary of stock option activity during the years ended December 31, 2023, 2022 and 2021 is presented below. Options Outstanding at January 1, 2021 464,876 Expired — Outstanding at December 31, 2021 464,876 Expired (94,132) Outstanding at December 31, 2022 370,744 Expired (83,207) Outstanding at December 31, 2023 287,537 Phantom Units The Company grants phantom unit awards to certain non-employee directors who serve or at the time of grant served on the Board. Director phantom units expected to be satisfied in Company common stock vest on the date of grant and are recorded based on the grant date fair value, which is determined based upon the closing price of the Company’s common stock on the day before the grant date. The value of director phantom units is paid in Company common stock upon the director's termination of service on the Board. A summary of phantom units' activity for the years ended December 31, 2023, 2022 and 2021 is presented below. Equitrans Midstream phantom units Units Weighted Average Aggregate Fair Value Outstanding at January 1, 2021 318,605 $ 16.43 $ 5,234,709 Granted 177,156 8.16 1,445,036 Distributions (16,957) 20.29 (343,982) Dividends 33,636 8.88 298,813 Outstanding at December 31, 2021 512,440 $ 12.95 $ 6,634,576 Granted 141,778 10.03 1,422,140 Distributions (104,603) 14.75 (1,542,823) Dividends 37,533 7.86 294,990 Outstanding at December 31, 2022 587,148 $ 11.60 $ 6,808,883 Granted 265,115 5.17 1,371,610 Distributions (78,840) 7.56 (595,686) Dividends 63,591 7.30 464,084 Outstanding at December 31, 2023 837,014 $ 9.62 $ 8,048,891 2024 Awards Effective in February 2024, the Compensation Committee adopted the Equitrans Midstream Corporation 2024 Performance Share Unit Program (2024 PSU Program) under the 2018 Plan. The 2024 PSU Program was established to align the interests of key employees with the interests of shareholders and the strategic objectives of the Company. Awards under the 2024 PSU Program, consisting of both equity and liability awards, are expected to be granted in the first quarter of 2024. The vesting of the units under the 2024 PSU Program will occur upon payment after the expiration of the performance period, which is January 1, 2024 to December 31, 2026, assuming continued employment with the Company. The payout will vary between zero and 200% of the number of outstanding units contingent upon the level of total shareholder return relative to a predefined peer group, the achievement of certain levels of free cash flow before changes in working capital and planning and executing on certain methane emissions mitigation projects, in each case during the performance period and, in the case of free cash flow before changes in working capital, on an annual basis within such performance period. The Company also expects to grant restricted stock equity and restricted stock unit liability awards in the first quarter of 2024. The restricted stock equity awards and restricted stock unit liability awards will be fully vested January 1, 2027, assuming continued employment with the Company. Employee Savings Plan For the years ended December 31, 2023, 2022 and 2021, the Company recognized expense related to its defined contribution plan of $8.2 million, $8.0 million and $7.6 million, respectively. |