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, 2019

On behalf of the Board of Directors and management of Equitrans Midstream Corporation, I am pleased to invite you to participate in our first annual meeting of shareholders, to be held on Tuesday, June 11, 2019 at 9:00 a.m. Eastern Time at 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% of our outstanding common stock to its shareholders. As a result of the separation, we now operate as an independent public company and our common stock trades on the New York Stock Exchange under the symbol "ETRN."

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 2018 (the say-on-pay vote), approval of the frequency with which we should conduct a say-on-pay vote, and ratification of the appointment of our independent registered public accounting firm for 2019. The proxy statement describes these items in more detail. 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 attend 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 of the separation, 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 goal is simple, to provide safe, reliable, and innovative infrastructure solutions for the energy industry. Moving forward as a standalone midstream organization, we will operate with integrity, accountability, and transparency to:

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Deliver sustained 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. Thank you for your investment in Equitrans Midstream Corporation and your participation in our first annual meeting of shareholders.

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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, at 9:00 a.m. (Eastern Time) at the law offices of McGuireWoods LLP, located at Tower Two-Sixty, 260 Forbes Avenue, Suite 1800, Pittsburgh, Pennsylvania 15222.

RECORD DATE:    Our Board of Directors has established the close of business on April 12, 2019 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 seven directors, each for a one-year term expiring at the 2020 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;

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Approval, on an advisory basis, of the frequency of future advisory votes on executive compensation;

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

ATTENDING THE MEETING:    If you plan to attend the meeting, please follow the advance registration instructions under "Additional Information — Attending the Annual Meeting and Obtaining an Admission Ticket" on page 65 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.

On behalf of the Board of Directors,

Deputy General Counsel & Corporate Secretary

April 26, 2019

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Following the Separation, we executed a series of transactions to enhance and simplify our operating structure (the Simplification Transactions) as well as grow our asset footprint. Following completion of the Simplification Transactions and as of March 31, 2019, we owned 117,245,455 common units and 7,000,000 Class B units in EQM Midstream Partners, LP (NYSE: EQM) (collectively representing a 59.9% limited partner interest in EQM) and the entire non-economic general partner interest in EQM, while the public owned a 40.1% limited partner interest in EQM. Following the completion of a private placement, certain investors owned an aggregate of 24.6 million Series A Preferred Units and, taking into account such Series A Preferred Units issued in the private placement on an as-converted basis, as of March 31, 2019, the Company would have owned, directly or indirectly, a 53.5% limited partner interest in EQM, as well as the non-economic general partner interest in EQM. EQM is a growth oriented publicly traded limited partnership that owns, operates, acquires and develops midstream assets in the Appalachian Basin. EQM services producers, utilities and other customers through its strategically located natural gas transmission, storage, and gathering systems, and provides water services to support energy development and production in the Marcellus and Utica regions.

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									Equitrans Midstream Board Committee Membership
	Name, Principal Occupation & Current Other Public Company Board Service				Director Since
			Age				Independent		AC		CGC		MDCC		HSSE
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
	Vicky A. Bailey		66		2018
	President, Anderson Stratton International, LLC & Vice President, BHMM Energy Services, LLC										Chair
	Current Other Public Company Boards: Cheniere Energy, Inc., PNM Resources, Inc.
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
	Kenneth M. Burke		70		2018
	Retired Partner, Ernst & Young LLP								Chair
	Current Other Public Company Boards: EQM Midstream Partners, LP
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
	Margaret K. Dorman		55		2018
	Retired Executive Vice President, Chief Financial Officer and Treasurer, Smith International, Inc.												Chair
	Current Other Public Company Boards: None
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
	Thomas F. Karam		60		2018
	President and Chief Executive Officer, Equitrans Midstream Corporation
	Current Other Public Company Boards: EQM Midstream Partners, LP
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
	David L. Porges (Chairman)		61		2018
	Chairman, Equitrans Midstream Corporation and Retired Chairman, President and Chief Executive Officer, EQT Corporation
	Current Other Public Company Boards: None
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
	Norman J. Szydlowski		67		2018
	Retired President and Chief Executive Officer, SemGroup Corporation														Chair
	Current Other Public Company Boards: None
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
	Robert F. Vagt (Lead Independent Director)		72		2018
	Retired President, The Heinz Endowments
	Current Other Public Company Boards: Kinder Morgan, Inc.
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​

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Our Board of Directors, sometimes referred to in this proxy statement as the Board or our Board, is presenting seven 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 2019 annual meeting. Mses. Vicky A. Bailey and Margaret K. Dorman, and Messrs. Kenneth M. Burke, Thomas F. Karam, David L. Porges, Norman J. Szydlowski, and Robert F. Vagt, have been nominated to serve for a term of one year to expire at the 2020 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 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 seven of our director nominees:

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are experienced in Energy, Regulatory, Utility and/or Government;

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have experience in the fields of finance, accounting and/or audit and control; and

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have prior experience on the boards of other publicly traded companies.

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, 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 be reviewed periodically by the Committees and the Board. All charters may be viewed on the Company's website at www.equitransmidstream.com by clicking on "Investors" 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 encourages them to do so.

Following the November 12, 2018 Separation, our Board held three meetings, and each of our incumbent directors attended 75% or more 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.

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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 officers 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 our section titled "Compensation Discussion and Analysis — Determination of Target Compensation" below. When appropriate, the Compensation Committee may also provide 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 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 Company personnel in total.

In connection with the Separation, the Compensation Committee 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 our "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 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 view or recommendations. The Compensation Committee evaluates these recommendations generally 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's compensation recommendations. The Chief Executive Officer does not participate in Compensation Committee or Board deliberations about his compensation.

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. These awards must follow established guidelines and are reviewed by the Compensation Committee on a quarterly basis.

The Compensation Committee has approved a pre-established basket to provide for off-cycle awards to new hires eligible for an award under the 2018 Equitrans Midstream Corporation Long-Term Incentive Plan (ETRN LTIP). The guidelines are as follows:

➢

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.

➢

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

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 Awards may be made to employees on the condition that no award exceeds $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.

➢

Retention Awards may be made to employees who have received a long-term incentive grant in the past on the condition that no award exceeds $25,000 per employee per grant.

➢

Discretionary New Hire Awards may be made to newly hired employees not otherwise entitled to a new 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 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.

We provide additional information regarding the Compensation Committee and our 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 Officer 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 Officer should be separate, and if separate, whether the Chairman should be an outside director or an inside director. In connection with 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 conclude that combining the functions of Chairman and Chief Executive Officer is the most effective leadership structure.

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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 our 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 light of the current needs of the Company to determine the appropriate fit in light of overall Board composition. The Corporate Governance Committee will review the attributes from time to time and recommend revisions for approval by the Board as the Corporate Governance Committee considers appropriate.

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, 2020 and no later than the close of business on March 13, 2020.

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A submitting shareholder must provide 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.



➢

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.

Please see "Corporate Secretary Contact Information" under the caption "Additional Information" on page 61.

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, Pennsylvania 15222. 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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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 the Audit Committee, the Compensation Committee, the Corporate Governance Committee, and the Health, Safety, Security and Environmental Committee. The corporate governance page can be found at www.equitransmidstream.com, by clicking on the "Investors" 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."

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.

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We value feedback from our shareholders and are committed to engaging in an active dialogue with our shareholders year-round. Our management team spent a significant amount of time meeting and speaking to our shareholders before and after the Separation. We welcome feedback from our shareholders and strive to maintain the best governance, compensation, and oversight practices.

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 our corporate governance guidelines found on the Company's website at www.equitransmidstream.com.

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 our 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, 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.

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 equity ownership guidelines for directors.

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 then 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. 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:

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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);



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transactions where the rates or charges involved are determined by competitive bids;



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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;



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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.

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.

No reportable transactions between the Company and any of its directors or executive officers occurred during 2018, and there are no such proposed transactions.

A discussion of related person transactions with EQT and EQM is attached on Appendix A.

No member of the Compensation Committee has served as an officer or employee of Equitrans Midstream at any time. During 2018, 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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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, the 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 2019 calendar year.

Pre-Separation stock awards.  EQT granted each non-employee director, on an annual basis, stock units under EQT's directors' deferred compensation plans that vested 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. Each deferred stock unit is equal in value to one share of Equitrans Midstream common stock and does not have voting rights. Dividends 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.

Pre-Separation Directors' Deferred Compensation.  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 Compensation Plan, in addition to the automatic deferral of stock units awarded, non-employee directors are permitted to elect to defer up to 100% of their retainers and any fees into the 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 deferred fees under the Equitrans Midstream Corporation Directors' Deferred Compensation Plan after the Separation.

The non-employee directors are subject to equity 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 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 equity ownership guidelines or is within the five-year grace period.

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➢

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.

The table below shows the total 2018 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.

(1)

Includes annual cash retainers, meeting fees and committee chair fees, some of which have been deferred at the election of the director.

(2)

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. On January 1, 2018, EQT granted 3,430 deferred stock units with a grant date fair value of $195,236 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 EQT'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 stock 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; 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.

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(3)

This column reflects (i) annual premiums paid for life insurance and travel accident insurance policies ($43.88 per director); (ii) the following matching gifts made to qualifying organizations under the EQT Foundation's Matching Gifts Program: Ms. Bailey — $12,500; Mr. Porges — $50,000; Mr. Szydlowski — $19,027; and Mr. Vagt — $50,000; (iii) the following matching gifts made to qualifying organizations under the Equitrans Midstream Foundation's Matching Gifts Program: Mr. Szydlowski — $5,000; (iv) with respect to Mr. Burke, compensation for his services as a director of EQM ($40,375, which includes fees of $18,623 and a grant of an equity award valued at $22,092) and compensation for his services as a director of EQGP ($43,179, which includes fees of $20,625 and a grant of an equity award valued at $22,540); and (v) with respect to Mr. Vagt, compensation for his services as a director of RMP ($215,667, which includes fees of $50,625 and a grant of an equity award valued at $165,020). Prior to the Separation, the non-employee directors were permitted to use a de minimis number of tickets purchased by EQT to attend sporting or other events when such tickets were not otherwise being used for business purposes. The use of such tickets did not result in any incremental costs to the Company.

(4)

Mr. Karam's compensation for his services as a director of EQT in 2018 is reflected in the "Other" column of the Summary Compensation Table found on page 37 herein. Mr. Karam received no compensation for his service as a director of the Company in 2018.

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The following shareholders reported to the SEC that they owned more than 5% of the Company's outstanding common stock as of December 31, 2018:

⁽¹⁾

Information based on Schedule 13G filed with the SEC on January 31, 2019 reporting that EQT owned 50,599,503 shares. In connection with the Separation, EQT and the Company entered into a Registration Rights Agreement, pursuant to which EQT granted to the Company a proxy to vote the shares of Company common stock owned by EQT immediately after the Separation in proportion to the votes cast by the Company's other shareholders. As a result, EQT does not exercise voting power over any of the shares of Company common stock that it beneficially owns.

⁽²⁾

Information based on Schedule 13G filed with the SEC on February 8, 2019, reporting that BlackRock, Inc. has sole voting power over 18,508,137 shares, and sole dispositive power over 19,633,390 shares.

⁽³⁾

Information based on Schedule 13G filed with the SEC on February 11, 2019, reporting that The Vanguard Group has sole voting power over 102,463 shares, sole dispositive power over 18,678,269 shares, shared voting power over 36,986 shares, and shared dispositive power over 118,472 shares.

⁽⁴⁾

Information based on Schedule 13G filed with the SEC on February 14, 2019, reporting that T. Rowe Price Associates, Inc. has sole voting power over 5,948,500 shares, and sole dispositive power over 17,155,503 shares.

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The tables below provide the number of shares of Company common stock and EQM common units beneficially owned by the Company's directors and named executive officers and all directors and executive officers of the Company as a group as of April 12, 2019, determined under SEC rules, which include Company shares and EQM common units they had the right to acquire within 60 days after April 12, 2019. At the close of business on April 12, 2019, Equitrans Midstream had 255,014,730 shares of common stock outstanding and EQM had 200,457,630 common units outstanding. Under SEC rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of a security, or investment power, which includes the power to dispose of or to direct the disposition of a security. Except as indicated by footnote, the persons named below have sole voting and investment power with respect to all Company common stock and EQM common units beneficially owned by them, subject to community property laws where applicable. None of the Company common stock or the EQM common units are subject to a pledge.