0001747009
false
0001747009
2023-09-06
2023-09-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 6, 2023
Equitrans
Midstream Corporation
(Exact name of registrant as specified in its
charter)
| Pennsylvania |
001-38629 |
83-0516635 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
2200
Energy Drive
Canonsburg,
Pennsylvania |
15317 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (724) 271-7600
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to
Section 12(b) of the Act:
| Title of each class |
Trading
Symbol |
Name
of each exchange on which
registered |
| Common
Stock, no par value |
ETRN |
New
York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02. | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On
September 7, 2023, the Board of Directors (Board) of Equitrans Midstream Corporation (the Company) announced that, effective
January 1, 2024, Mr. Thomas F. Karam will step down as Chief Executive Officer (CEO) of the Company and Diana M.
Charletta, currently the Company’s President and Chief Operating Officer, will succeed Mr. Karam as CEO.
Mr. Karam has served as the CEO of the Company since September 2018. The leadership transition reflects the
Company’s progress on the Mountain Valley Pipeline (MVP) project, which is targeted for completion by year-end 2023, and
Mr. Karam’s and the Board’s belief that this represents an appropriate point
to execute on the Company’s leadership succession plan. The Board and Mr. Karam desire that Mr. Karam remain, and
Mr. Karam has agreed to remain, with the Company as Executive Chairman to provide advice, guidance and assistance, including working
in conjunction with the CEO to define the Company’s strategy and in connection with the
Company’s shareholder and other stakeholder engagement efforts.
Ms. Charletta, age 51, was
appointed President and Chief Operating Officer of the Company in July 2019, having previously served as executive vice president
and chief operating officer of the Company since September 2018, and has served as a director of the Company since April 2022.
She also served as president, chief operating officer, and a director of the general partner of EQM Midstream Partners, LP (EQM) from
July 2019 until the Company’s acquisition of the outstanding public common units of EQM in June 2020 (and was executive
vice president, chief operating officer and a director from October 2018 to July 2019), as well as executive vice president,
chief operating officer and a director of the general partner of EQGP Holdings, LP (EQGP) from October 2018 until the closing of
the Company’s acquisition of the outstanding public common units of EQGP in January 2019. Ms. Charletta
joined EQT Corporation (EQT), the former parent company of the Company, in 2002 as a senior pipeline engineer and from that time held
various management positions with increased responsibility. She assumed the role of Senior Vice President of Midstream Operations of a
subsidiary of EQT in December 2013 and was promoted to Senior Vice President of Midstream Engineering and Construction in July 2017,
serving in that role until the Company’s separation from EQT in November 2018.
In connection
with Ms. Charletta’s promotion to CEO, the Board, upon the recommendation of the Human Capital and Compensation Committee (the
Committee), approved a base salary for Ms. Charletta of $720,000; 2024 Short-Term Incentive Plan (STIP) target of 120% of her base
salary; and Long-Term Incentive Plan (LTIP) target award opportunity of $3,500,000.
Ms. Charletta
has no familial relationship with any director, executive officer or person nominated or chosen by the Company to become a director or
executive officer, nor was Ms. Charletta selected as CEO of the Company pursuant to any arrangement or understanding between
Ms. Charletta and any other person or entity. In addition, there are no known related party transactions involving Ms. Charletta,
or involving any other “related person” associated with Ms. Charletta, as defined in Regulation S-K, Item 404(a).
In connection
with Mr. Karam’s transition to the Executive Chairman role, the Board, with the concurrence of the Committee and the recommendation
of the Corporate Governance Committee, approved a letter agreement with Mr. Karam that outlines the terms and conditions associated
with Mr. Karam’s services as Executive Chairman (the Transition Agreement). The Transition Agreement provides for certain modified
compensation and benefits reflecting Mr. Karam’s Executive Chairman role in lieu of those that would have otherwise been payable
had Mr. Karam remained in his role as CEO. Pursuant to the Transition Agreement, Mr. Karam will receive a reduced base salary
of $625,000 and his 2024 STIP target percentage will be 100% of this adjusted base salary. Additionally, Mr. Karam’s 2024 LTIP
target award opportunity will be reduced to $3,250,000.
The
Board also determined, upon the recommendation of the Committee, to award Mr. Karam a $7,500,000 bonus (Bonus). The Bonus is in express
recognition of Mr. Karam’s relentless efforts towards navigating legal and regulatory setbacks to the MVP project, including, specifically, building consensus over a substantial period of time regarding the importance of the MVP project
to the nation’s energy security and reliability with a variety of stakeholders, particularly with members of the United States Congress
and the Biden Administration, which was reflected in the historic inclusion of provisions mandating the completion of the MVP project
in the Fiscal Responsibility Act of 2023. The Bonus will be paid to Mr. Karam in cash by December 31, 2023. The Bonus is subject
to clawback if Mr. Karam breaches the terms of his Confidentiality, Non-Solicitation
and Non-Competition Agreement.
In addition,
on September 6, 2023, the Company entered into amendments to the existing Confidentiality, Non-Solicitation and Non-Competition Agreements
with each of Ms. Charletta, Mr. Karam, Stephen M. Moore, Kirk R. Oliver and Brian P. Pietrandrea (collectively, the Amendments
to Non-Compete Agreements), which:
| · | in the case of Ms. Charletta, increased Ms. Charletta’s
cash severance payment to 30 months of base salary and restated Ms. Charletta’s benefits continuation payment to provide for
a lump sum payment equal to the monthly Consolidated Omnibus Budget Reconciliation Act of 1985 rate for family coverage, multiplied by
30; |
| · | in the case of all such named executive officers, added a carve-out
from the restricted activities to allow for board service at third parties, including competitor firms, beginning on the period that is
six months following the employee’s termination; and |
| · | in the case of Mr. Moore, clarified that Mr. Moore
would not be restricted from being employed as an attorney or from offering or providing legal services immediately following his termination
of employment with the Company. |
The foregoing
summary is qualified in its entirety by reference to the Transition Agreement and the Amendments to Non-Compete Agreements with each of
Ms. Charletta and Messrs. Karam, Oliver, Moore and Pietrandrea filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively,
to this Current Report on Form 8-K (Current Report) and incorporated herein by reference.
Cautionary Statement
Regarding Forward-Looking Information
Disclosures
in this Current Report contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act
of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended.
Statements that do not relate strictly to historical or current facts are forward-looking. Words such as "anticipate,"
"estimate," "could," "would," "will," "may," "assume," "aspire,"
"design," "potential," "focused," "forecast," "approximate," "opportunity,"
"objective," "expect," "project," "intend," "plan," "aim," "believe,"
"target," "outlook," "seek," "strive," "view," "continue," "goal,"
"guidance," "strategy," "scheduled," "position," "pursue," "predict," "budget"
and similar expressions are used to identify forward-looking statements. These statements are subject to various risks and uncertainties,
many of which are outside the Company’s control. Without limiting the generality of the foregoing, forward-looking statements contained
in this Current Report specifically include the ability to achieve, and targeted timing for and effect of the Fiscal Responsibility Act
of 2023 on achieving, completion of the MVP project and the potential benefits from Mr. Karam’s service as Executive Chair.
These statements involve risks and uncertainties that could cause actual results to differ materially from projected results.
Accordingly,
investors should not place undue reliance on forward-looking statements as a prediction of actual results. The Company has based these
forward-looking statements on current expectations and assumptions about future events. While the Company considers these expectations
and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, judicial, construction
and other risks and uncertainties, many of which are difficult to predict and are beyond the Company’s control. The risks and uncertainties
that may affect the operations, performance and results of the Company’s business and forward-looking statements include, but are
not limited to, those set forth in the Company’s publicly filed reports with the Securities and Exchange Commission (the SEC), including
those set forth under Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31,
2022, filed with the SEC, as updated by the Company’s subsequent filings. Any forward-looking statement speaks only as of
the date on which such statement is made, and the Company does not intend to correct or update any forward-looking statement, unless required
by securities laws, whether as a result of new information, future events or otherwise. As forward-looking statements involve significant
risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
| Item 9.01. | Financial Statements
and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Transition Agreement between Equitrans Midstream Corporation and Thomas F. Karam. |
| 10.2 |
Second Amendment to Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of January 15, 2019, by and between Equitrans Midstream Corporation and Diana M. Charletta. |
| 10.3 |
Second Amendment to Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018, by and between Equitrans Midstream Corporation and Thomas F. Karam. |
| 10.4 |
Second Amendment to Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018, by and between Equitrans Midstream Corporation and Kirk R. Oliver. |
| 10.5 |
Second Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of April 15, 2019, by and between Equitrans Midstream Corporation and Stephen M. Moore. |
| 10.6 |
First Amendment to Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of February 20, 2023, by and between Equitrans Midstream Corporation and Brian P. Pietrandrea. |
| 99.1 |
Press Release of Equitrans Midstream Corporation dated September 7, 2023. |
| 104 |
Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL. Document. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
EQUITRANS MIDSTREAM CORPORATION |
| |
| Date: September 7, 2023 |
|
By: |
/s/ Kirk R. Oliver |
| |
|
Name: |
Kirk R. Oliver |
| |
|
Title: |
Senior Vice President and Chief Financial Officer |
Exhibit 10.1
TRANSITION
AGREEMENT
This Transition Agreement
(“Agreement”) is entered into between Equitrans Midstream Corporation, including its subsidiaries and affiliates (“ETRN”
or the “Company”), and Thomas F. Karam (“Employee”).
WHEREAS, Employee will
discontinue his role as Chief Executive Officer of ETRN effective as of the close of business on December 31, 2023 but will remain
employed by ETRN and serve as Executive Chairman effective as of January 1, 2024 on the terms set forth below.
NOW, THEREFORE, in
consideration of the respective representations, acknowledgements, covenants and agreements of the parties set forth herein, and intending
to be legally bound, the parties agree as follows:
1. Employee
acknowledges and agrees that effective as of 11:59 p.m., Eastern Time, on December 31, 2023, he will discontinue his role as Chief
Executive Officer of ETRN. Employee will remain employed with ETRN and, effective January 1, 2024, serve as Executive Chairman pursuant
to the terms of this Agreement and the Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement between Employee
and the Company dated November 13, 2018, as amended (the “Non-Compete” and collectively, the “Karam Agreements”).
As Executive Chairman, Mr. Karam agrees to provide services including but not limited to the following:
a. Providing
advice, guidance and assistance to the Company.
b. Working
in conjunction with the chief executive officer to define the Company’s strategy.
c. Maintaining
business continuity with external stakeholders, including but not limited to, investors.
2. Subject
to Employee’s execution of this Agreement, and Employee’s compliance with his obligations under the Karam Agreements, Employee
shall be entitled to the following benefits during his tenure as an employee and Executive Chairman of ETRN:
a. Base
Salary. Mr. Karam’s base salary will be $625,000 annually and will be paid according to the Company’s regular payroll
practices. Future adjustments, if any, will be made by the ETRN Board of Directors (“Board”) upon the recommendation of the
Human Capital and Compensation Committee of the Board.
b. Bonus.
Employee will receive a cash bonus of $7,500,000 (the “Bonus”). The Bonus will be paid in a single lump sum no later than
December 31, 2023. In the event Employee breaches the terms of his Non-Compete, Employee shall be required to repay to the Company
the Bonus received within 60 days following such breach.
c. Long-Term
Incentive Plan Awards. Any and all outstanding restricted stock, restricted stock units and other equity or equity-based awards granted
to Employee under the ETRN 2018 Long-Term Incentive Plan (as amended from time to time and including any successor plan thereto) (the
“LTIP”) and any other long-term incentive plan of the Company, shall remain subject to the terms and conditions of the applicable
award program documentation, as it may be amended from time to time. In 2024, Employee will be eligible for a long-term incentive award
under the LTIP consisting of time and/or performance-based restricted stock units with an aggregate grant date value of $3,250,000 (the
“2024 LTIP”). The 2024 LTIP will be governed by the LTIP and any related program documentation and/or award agreement(s).
d. Short-Term
Incentive Awards. Any and all outstanding awards granted to Employee under the Executive Short-Term Incentive Plan (as amended from
time to time and including any successor plan thereto) (the “ESTIP”) and any other short-term incentive plan of the Company,
shall remain subject to the terms and conditions of the applicable award program documentation, as it may be amended from time to time.
In 2024, Employee’s target ESTIP award will be valued at $625,000. The 2024 ESTIP will be governed by the ESTIP and any related
program documentation and/or award agreement(s).
3. Employee,
upon reasonable notice and at reasonable times, agrees to cooperate with the Company in the defense of litigation and in related investigations
of any claims or actions now in existence or that may be threatened or brought in the future relating to events or occurrences that transpired
while Employee was employed by the Company. Further, Employee hereby re-affirms the reasonableness of, and his agreement to abide by,
his obligations under, and the terms and conditions of, the Non-Compete.
4. The
payments provided for in this Agreement shall be subject to applicable tax and payroll withholding.
5. The
provisions of this Agreement are severable. To the extent that any provision of this Agreement is deemed unenforceable in any court of
law, the parties intend that such provision be construed by such court in a manner to make it enforceable.
6. This
Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company.
7. This
Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflict
of law principles.
8. Except
as otherwise expressly set forth in this Agreement, this Agreement contains the entire agreement between the parties and it supersedes
all prior agreements and understandings between ETRN and Employee (oral or written). Notwithstanding the foregoing, Employee’s covenants,
obligations and acknowledgements, and ETRN’s rights and remedies, set forth in the Non-Compete, remain in full force and effect.
9. This
Agreement may not be changed, amended, or modified except by a written instrument signed by both parties.
10. EMPLOYEE
ACKNOWLEDGES THAT HE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT, AND THAT HE IS VOLUNTARILY EXECUTING
AND ENTERING INTO THIS AGREEMENT, WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND INTENDING TO BE LEGALLY BOUND BY IT.
IN WITNESS WHEREOF,
the parties have executed this Agreement on the dates set forth below.
| EQUITRANS MIDSTREAM
CORPORATION |
| EMPLOYEE |
| |
| |
| |
| |
| By: |
/s/ Anne M. Naqi |
| /s/
Thomas F. Karam |
| Anne
M. Naqi |
| Thomas F. Karam |
| Vice President & Chief Human Resources Officer |
| |
| |
| |
| |
| |
| September 6, 2023 |
| September 6, 2023 |
| Date |
| Date |
Exhibit 10.2
SECOND AMENDMENT TO AMENDED AND RESTATED
CONFIDENTIALITY,
NON-SOLICITATION
AND NON-COMPETITION AGREEMENT
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED
CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT (“Amendment”) is made effective as of September 6, 2023
(the “Effective Date”), by and between Equitrans Midstream Corporation, a Pennsylvania corporation (Equitrans Midstream Corporation
and its subsidiary companies are hereinafter collectively referred to as the “Company”), and Diana M. Charletta (“Employee”)
and amends the Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of January 15, 2019,
by and between the Company and Employee, as subsequently amended on February 20, 2023 (“Agreement”).
WITNESSETH:
WHEREAS, the
Agreement authorizes the parties to amend the Agreement by a written instrument signed by both parties;
WHEREAS, the
Company and Employee express their intent to modify the Agreement in accordance with the terms of this Amendment;
NOW,
THEREFORE, the Company and Employee, intending to be legally bound, hereby agree as follows:
1. The following is added to the end of the first paragraph of Section 1:
“Notwithstanding
anything to the contrary in the foregoing paragraph or in this Agreement (but subject to the requirements of Section 2 of
this Agreement) and beginning on the period that is six (6) months following the Employee’s termination,
Employee shall not in any way be restricted from serving as a member of the board of directors or advisory board (or their equivalents
in the case of a non-corporate entity) of businesses and charitable organizations, whether or not such entities provide services or products
that are competitive with the services or products of the Company.”
2. Section 3(a) of the Agreement is hereby deleted in its entirety and replaced with the following:
“(a) A lump sum payment payable within 60 days
following Employee’s termination date equal to thirty (30) months of Employee’s base salary in effect at the time of such
termination, or immediately prior to the event that serves as the basis for termination for Good Reason;”
3. Section 3(c) of
the Agreement is hereby deleted in its entirety and replaced with the following:
“(c) A lump sum payment payable within 60 days
following Employee’s termination date equal to the product of (i) thirty (30) and (ii) 100% of the then-current Consolidated
Omnibus Budget Reconciliation Act of 1985 monthly rate for family coverage; and”
4. Except
as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect.
5. This Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania.
6. The parties acknowledge that this Amendment
is a written instrument and that by their signatures below they are agreeing to the terms and conditions contained in this Amendment.
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first above written.
| EQUITRANS MIDSTREAM CORPORATION |
|
EMPLOYEE |
| |
|
|
| |
|
|
| |
|
|
| By: |
/s/
Anne M. Naqi |
|
/s/
Diana M. Charletta |
| Name: |
Anne M. Naqi |
|
Diana M. Charletta |
| |
|
|
| Title: |
Vice President and Chief Human Resources Officer |
|
|
Exhibit 10.3
SECOND AMENDMENT TO AMENDED AND RESTATED
CONFIDENTIALITY,
NON-SOLICITATION
AND NON-COMPETITION AGREEMENT
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED
CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT (“Amendment”) is made effective as of September 6, 2023
(the “Effective Date”), by and between Equitrans Midstream Corporation, a Pennsylvania corporation (Equitrans Midstream Corporation
and its subsidiary companies are hereinafter collectively referred to as the “Company”), and Thomas F. Karam (“Employee”)
and amends the Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018,
by and between the Company and Employee, as subsequently amended on February 20, 2023 (“Agreement”).
WITNESSETH:
WHEREAS, the
Agreement authorizes the parties to amend the Agreement by a written instrument signed by both parties;
WHEREAS, the
Company and Employee express their intent to modify the Agreement in accordance with the terms of this Amendment;
NOW,
THEREFORE, the Company and Employee, intending to be legally bound, hereby agree as follows:
1. The following is added to the end of the first paragraph of Section 1:
“Notwithstanding
anything to the contrary in the foregoing paragraph or in this Agreement (but subject to the requirements of Section 2 of
this Agreement) and beginning on the period that is six (6) months following the Employee’s termination,
Employee shall not in any way be restricted from serving as a member of the board of directors or advisory board (or their equivalents
in the case of a non-corporate entity) of businesses and charitable organizations, whether or not such entities provide services or products
that are competitive with the services or products of the Company.”
2. Except
as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect.
3. This Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania.
4. The parties acknowledge that this Amendment
is a written instrument and that by their signatures below they are agreeing to the terms and conditions contained in this Amendment.
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first above written.
| EQUITRANS MIDSTREAM CORPORATION |
|
EMPLOYEE |
| |
|
|
| |
|
|
| |
|
|
| By: |
/s/ Anne M. Naqi |
|
/s/ Thomas F. Karam |
| Name: |
Anne M. Naqi |
|
Thomas F. Karam |
| |
| Title: |
Vice President and Chief Human Resources Officer |
|
|
Exhibit 10.4
SECOND AMENDMENT TO AMENDED AND RESTATED
CONFIDENTIALITY,
NON-SOLICITATION
AND NON-COMPETITION AGREEMENT
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED
CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT (“Amendment”) is made effective as of September 6, 2023
(the “Effective Date”), by and between Equitrans Midstream Corporation, a Pennsylvania corporation (Equitrans Midstream Corporation
and its subsidiary companies are hereinafter collectively referred to as the “Company”), and Kirk R. Oliver (“Employee”)
and amends the Amended and Restated Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of November 13, 2018,
by and between the Company and Employee, as subsequently amended on February 20, 2023 (“Agreement”).
WITNESSETH:
WHEREAS, the
Agreement authorizes the parties to amend the Agreement by a written instrument signed by both parties;
WHEREAS, the
Company and Employee express their intent to modify the Agreement in accordance with the terms of this Amendment;
NOW,
THEREFORE, the Company and Employee, intending to be legally bound, hereby agree as follows:
1. The following is added to the end of the first paragraph of Section 1:
“Notwithstanding
anything to the contrary in the foregoing paragraph or in this Agreement (but subject to the requirements of Section 2 of
this Agreement) and beginning on the period that is six (6) months following the Employee’s termination,
Employee shall not in any way be restricted from serving as a member of the board of directors or advisory board (or their equivalents
in the case of a non-corporate entity) of businesses and charitable organizations, whether or not such entities provide services or products
that are competitive with the services or products of the Company.”
2. Except
as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect.
3. This Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania.
4. The parties acknowledge that this Amendment
is a written instrument and that by their signatures below they are agreeing to the terms and conditions contained in this Amendment.
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first above written.
| EQUITRANS MIDSTREAM CORPORATION |
|
EMPLOYEE |
| |
|
|
| |
|
|
| |
|
|
| By: |
/s/ Anne M. Naqi |
|
/s/ Kirk R. Oliver |
| Name: |
Anne M. Naqi |
|
Kirk R. Oliver |
| |
| Title: |
Vice President and Chief Human Resources Officer |
|
|
Exhibit 10.5
SECOND AMENDMENT TO
CONFIDENTIALITY, NON-SOLICITATION
AND NON-COMPETITION AGREEMENT
THIS SECOND AMENDMENT TO THE CONFIDENTIALITY, NON-SOLICITATION
AND NON-COMPETITION AGREEMENT (“Amendment”) is made effective as of September 6, 2023 (the “Effective Date”),
by and between Equitrans Midstream Corporation, a Pennsylvania corporation (Equitrans Midstream Corporation and its subsidiary companies
are hereinafter collectively referred to as the “Company”), and Stephen M. Moore (“Employee”) and amends the Confidentiality,
Non-Solicitation and Non-Competition Agreement, dated as of April 15, 2019, by and between the Company and Employee, as subsequently
amended on February 20, 2023 (“Agreement”).
WITNESSETH:
WHEREAS, the Agreement authorizes the
parties to amend the Agreement by a written instrument signed by both parties;
WHEREAS, the Company and Employee express
their intent to modify the Agreement in accordance with the terms of this Amendment;
NOW, THEREFORE, the Company and Employee,
intending to be legally bound, hereby agree as follows:
1. The following is added to the end of the first paragraph of Section 1:
“Notwithstanding anything
to the contrary in the foregoing paragraph or in this Agreement (but subject to the requirements of Section 2 of this Agreement)
and beginning on the period that is six (6) months following the Employee’s termination, Employee
shall not in any way be restricted from serving as a member of the board of directors or advisory board (or their equivalents in the case
of a non-corporate entity) of businesses and charitable organizations, whether or not such entities provide services or products that
are competitive with the services or products of the Company. Company acknowledges that Employee is licensed as an attorney and is employed
in his capacity as an attorney. Company and Employee agree that, notwithstanding anything to the contrary in this Agreement, Employee
shall not in any way be restricted from being employed as an attorney or from offering or providing legal services immediately following
the termination of Employee’s employment with the Company.”
2. Except
as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect.
3. This Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania.
4. The parties acknowledge that this Amendment
is a written instrument and that by their signatures below they are agreeing to the terms and conditions contained in this Amendment.
IN WITNESS WHEREOF, the parties hereto have duly executed
and delivered this Amendment as of the date first above written.
| EQUITRANS MIDSTREAM CORPORATION |
|
EMPLOYEE |
| |
|
|
| |
|
|
| |
|
|
| By: |
/s/ Anne M. Naqi |
|
/s/ Stephen M. Moore |
| Name: |
Anne M. Naqi |
|
Stephen M. Moore |
| |
| Title: |
Vice President and Chief Human Resources Officer |
|
|
Exhibit 10.6
FIRST AMENDMENT TO
CONFIDENTIALITY,
NON-SOLICITATION
AND NON-COMPETITION AGREEMENT
THIS FIRST AMENDMENT TO THE CONFIDENTIALITY, NON-SOLICITATION
AND NON-COMPETITION AGREEMENT (“Amendment”) is made effective as of September 6, 2023 (the “Effective Date”),
by and between Equitrans Midstream Corporation, a Pennsylvania corporation (Equitrans Midstream Corporation and its subsidiary companies
are hereinafter collectively referred to as the “Company”), and Brian P. Pietrandrea (“Employee”) and amends the
Confidentiality, Non-Solicitation and Non-Competition Agreement, dated as of February 20. 2023, by and between the Company and Employee
(“Agreement”).
WITNESSETH:
WHEREAS, the
Agreement authorizes the parties to amend the Agreement by a written instrument signed by both parties;
WHEREAS, the
Company and Employee express their intent to modify the Agreement in accordance with the terms of this Amendment;
NOW,
THEREFORE, the Company and Employee, intending to be legally bound, hereby agree as follows:
1. The following is added to the end of the first paragraph of Section 1:
“Notwithstanding
anything to the contrary in the foregoing paragraph or in this Agreement (but subject to the requirements of Section 2 of
this Agreement) and beginning on the period that is six (6) months following the Employee’s termination,
Employee shall not in any way be restricted from serving as a member of the board of directors or advisory board (or their equivalents
in the case of a non-corporate entity) of businesses and charitable organizations, whether or not such entities provide services or products
that are competitive with the services or products of the Company.”
2. Except
as expressly amended by this Amendment, all provisions of the Agreement shall remain in full force and effect.
3. This Amendment shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania.
4. The parties acknowledge that this Amendment
is a written instrument and that by their signatures below they are agreeing to the terms and conditions contained in this Amendment.
IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first above written.
| EQUITRANS MIDSTREAM CORPORATION |
|
EMPLOYEE |
| |
| By: |
/s/ Anne M. Naqi |
|
/s/ Brian P. Pietrandrea |
| Name: |
Anne M. Naqi |
|
Brian P. Pietrandrea |
| |
| Title: |
Vice President and Chief Human Resources Officer |
|
|
Exhibit 99.1
Equitrans
Midstream Corporation Announces Executive Succession
Diana
M. Charletta Appointed Chief Executive Officer
Thomas
F. Karam Appointed Executive Chairman
Canonsburg,
PA (September 7, 2023) – Equitrans Midstream Corporation (NYSE: ETRN), today, announced
that Thomas F. Karam will step down from his role as chief executive officer of Equitrans Midstream (Equitrans or Company) to become
the Company's executive chairman; and Diana M. Charletta, currently president and chief operating officer of Equitrans, will succeed
Mr. Karam as Equitrans' newly appointed chief executive officer. The executive appointments are effective January 1, 2024, and both Mr.
Karam and Ms. Charletta will continue to serve as members of the Equitrans Board of Directors following the leadership transition.
"Nearly five years ago, Equitrans
Midstream was launched as an independent, publicly traded company, and, since the beginning, we have been steadfast and resilient, persevering
through challenges that many had thought were insurmountable," said Mr. Karam. "We are targeting completion of the Mountain
Valley Pipeline project by year-end and believe this is the right time to execute on our long-planned leadership succession strategy.
Equitrans has a long history, a comprehensive asset footprint across the Appalachian Basin, and a very bright future. With deep-rooted
operational experience, Diana is a respected leader among her peers and across the organization, and I am confident in her ability to
successfully execute on our strategic priorities."
"I am proud to lead the organization
into its next chapter and excited for the opportunity to guide the remarkable people who have established a culture that is committed
to safety, environmental stewardship, operational excellence, and integrity,” said Ms. Charletta. “As we prepare for MVP
in-service, I am also eager to explore the opportunities that the new takeaway capacity is positioned to present. We will work to continue
to provide innovative solutions for our customers, to further optimize our assets and improve capital efficiency, and to operate safely
and responsibly, all with a focus on driving meaningful value for Equitrans."
"On behalf of the Board of Directors,
I thank Tom for the leadership that only someone with his experience, expertise, and determination could have provided during the course
of the past five years," said Robert F. Vagt, Equitrans' lead independent director. "In particular, and in the face of unprecedented
challenges to the MVP project, it was his ability to navigate the legal, operational, and legislative labyrinth, which ultimately resulted
in the inclusion of MVP in the Fiscal Responsibility Act of 2023. During this same period, Diana continued to prove herself an exceptional
leader, combining her operational expertise with strategic corporate vision. Going forward, we are both pleased and very proud to have
Diana leading Equitrans and grateful for Tom's continuing support as executive chairman."
Mr. Karam has served as the Company's
chief executive officer since September 2018 and was appointed chairman of the Board in July 2019. Ms. Charletta has served as Equitrans'
chief operating officer since September 2018, was appointed president and chief operating officer in July 2019, and was appointed to
the Board in April 2022.
About Equitrans Midstream Corporation
Equitrans
Midstream Corporation has a premier asset footprint in the Appalachian Basin and, as the parent company of EQM Midstream Partners, is
one of the largest natural gas gatherers in the United States. Through its strategically located infrastructure assets in the Marcellus
and Utica regions, Equitrans has an operational focus on gas transmission and storage systems, gas gathering systems, and water services
that support natural gas development and production across the Basin. With a rich 140-year history in the energy industry, Equitrans
was launched as a standalone company in 2018 with a vision to be the premier midstream services provider in North America. While working
to meet America's growing need for clean-burning energy, Equitrans is proud of its environmental, social, and governance (ESG) practices,
striving every day to preserve and protect the environment, provide an engaging workplace for its employees, support and enrich its local
communities, and to deliver sustained value for customers and shareholders. Visit www.equitransmidstream.com;
and to learn more about our ESG practices visit Equitrans Sustainability Reporting.
Analyst inquiries:
Nate Tetlow – Vice President,
Corporate Development and Investor Relations
412-553-5834
ntetlow@equitransmidstream.com
Media inquiries:
Natalie Cox – Vice President,
Communications and Corporate Affairs
412-395-3941
ncox@equitransmidstream.com
Cautionary
Statements
Disclosures
in this news release contain certain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as amended. Statements that do
not relate strictly to historical or current facts are forward-looking. Words such as "anticipate," "estimate,"
"could," "would," "will," "may," "assume," "aspire," "design,"
"potential," "focused," "forecast, " "approximate," "opportunity,"
"objective," "expect," "project," "intend," "plan, " "aim,"
"believe," "target," "outlook," "seek," "strive," "view,"
"continue," "goal," "guidance," "strategy," "scheduled," "position,"
"pursue," "predict," "budget" and similar expressions are used to identify forward-looking statements.
These statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Without
limiting the generality of the foregoing, forward-looking statements contained in this news release specifically include the ability
of the Company to complete and bring into service the MVP, and timing for doing so; characterizations regarding Equitrans’
future; the ability to execute on and realize Equitrans’ vision; and the scope of opportunities that ultimately may be
identified and/or realized with new MVP takeaway capacity. These statements involve risks and uncertainties that could cause actual
results to differ materially from projected results.
Accordingly, investors should not place
undue reliance on forward-looking statements as a prediction of actual results. The Company has based these forward-looking statements
on current expectations and assumptions about future events. While the Company considers these expectations and assumptions to be reasonable,
they are inherently subject to significant business, economic, competitive, regulatory, judicial, construction and other risks and uncertainties,
many of which are difficult to predict and are beyond the Company’s control. The risks and uncertainties that may affect the operations,
performance and results of the Company’s business and forward-looking statements include, but are not limited to, those set forth
in the Company’s publicly filed reports with the Securities and Exchange Commission (the SEC), including those set forth under
Item 1A, “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with
the SEC, as updated by the Company’s subsequent filings. Any forward-looking statement speaks only as of the date on which such
statement is made, and the Company does not intend to correct or update any forward-looking statement, unless required by securities
laws, whether as a result of new information, future events or otherwise. As forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing undue reliance on such statements.
Source:
Equitrans Midstream Corporation