SUMMARY OF THE A&R 2020 PLAN
If a participant does not exercise an option within the 20 day period described above, or if earlier, the date by which the option or Stock Appreciation Right otherwise would expire, the option or Stock Appreciation Right will immediately be forfeited and the participant will have no further rights to exercise the option or Stock appreciation Right. Notwithstanding the foregoing, in the event of any Change in Control, all of the Company’s obligations regarding options and Stock Appreciation Rights that were granted under the Plan and that are vested on the date of such event (taking into consideration any acceleration of vesting) may, on such terms as approved by the Committee, be (i) assumed by the surviving or continuing corporation (or substituted options of equal value may be issued by such corporation) or (ii) canceled in exchange for cash, securities of the acquiror or other property in an amount equal to the amount that would have been payable to a participant pursuant to the Change in Control event if the participant’s vested options and Stock Appreciation Rights had been fully exercised immediately prior to the Change in Control event; provided, however, that if the amount that would have been payable to a participant pursuant to such transaction if such participant’s vested options and Stock Appreciation Rights had been fully exercised immediately prior thereto would be equal to or less than the aggregate exercise price that would have been payable therefor, the Committee may, in its discretion, cancel any or all such options for no consideration or payment of any kind.
Unless specifically provided otherwise with respect to Change in Control events in an individual Award or written employment agreement, if, during the effectiveness of the A&R 2020 Plan, a Change in Control occurs, the vesting period applicable to outstanding Restricted Stock Awards, Restricted Stock Unit Awards and all other outstanding Awards subject to forfeiture provisions (other than options or Stock Appreciation Rights) will lapse and the Awards will become fully vested and settled.
General Provisions Applicable to All Awards
Minimum Vesting. Awards under the A&R 2020 Plan will be subject to a minimum vesting schedule of at least 12 months following the date of grant of the award, provided that up to 5% of the shares underlying awards granted after the Effective Date may be subject to vesting schedules of less than 12 months. For purposes of this minimum vesting requirement, awards granted to non-employee directors in respect of regular annual fees will be deemed to satisfy the requirement, provided that such award vests no earlier than 50 weeks following the immediately preceding year’s annual meeting, and provided further that awards granted to non-employee directors in substitution for cash compensation otherwise due and payable to such non-employee director will not be subject to such requirement.
No Payment of Dividends on Unvested Awards. No award may provide for the payment of dividends or dividend equivalents before the date on which the award vests. With respect to any award that provides an entitlement to dividends or dividend equivalents, the dividends or dividend equivalents will be retained by the Company for the account of the participant during the vesting period and will revert back to the Company if the award is forfeited prior to vesting. Upon vesting, all dividends or dividend equivalents retained by the Company in respect of the award will be paid, without interest, to the participant.
Clawback Policies. Awards under the A&R 2020 Plan will be subject to the Cheniere Energy, Inc. Clawback Policy, the Cheniere Energy Partners, L.P. Clawback Policy, if applicable, any other clawback or recapture policy, if any, that the Company or an applicable affiliate may adopt from time to time, and any clawback or recapture provisions set forth in an award agreement, plan or program to the extent provided in such policy, plan, program or agreement.
Termination of Service. If a participant’s service is terminated for cause, all outstanding awards that have not been settled (whether vested or unvested) will be forfeited. Except as otherwise provided in an award or other agreement with, or a plan provided by, the Company or an affiliate, or otherwise determined by the Committee, if a participant’s service is terminated due to death or disability, then outstanding awards will vest, with performance conditions deemed earned at the target level.
Except as otherwise provided in an award agreement or other agreement with, or a plan provided by, the Company or an affiliate, or otherwise determined by the Committee, if a participant’s service is terminated without cause and subject to the participant’s execution of a release of claims:
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Any unvested awards not subject to performance-vesting conditions that were granted at least six months prior to termination will vest in full. |
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A pro rata portion of any unvested awards subject to performance-vesting conditions that were granted at least six months prior to termination will remain outstanding and vest based on actual performance. For this purpose, the pro rata portion will be determined based on the number of complete months during the performance period that the participant was employed or, if longer, the service vesting period in which the Participant was employed. |
Except as otherwise provided in an award agreement or other agreement with, or a plan provided by, the Company or an affiliate, or otherwise determined by the Committee, any unvested award will be forfeited in the event of a termination for any reason not discussed above.
SUMMARY OF THE A&R 2020 PLAN
deduction at that time, assuming that the restrictions applicable to the award constitute a substantial risk of forfeiture for federal income tax purposes. When the risk of forfeiture with respect to the stock subject to the award lapses and the individual vests in the underlying shares, the holder will realize ordinary income in an amount equal to the fair market value of the shares of common stock at such time, and, subject to Section 162(m) of the Code, the Company will be entitled to a corresponding deduction. All dividends and distributions (or the cash equivalent thereof) with respect to a Restricted Stock Award paid to the holder before the risk of forfeiture lapses will also be compensation income to the holder when paid and, subject to Section 162(m) of the Code, deductible as such by the Company.
Upon a subsequent disposition of the shares received pursuant to a Restricted Stock Award, other than a share for which the Section 83(b) election is made as discussed below, the difference between the amount realized on the disposition of the shares and the fair market value of the shares on the date the substantial risk of forfeiture lapsed would be treated as a capital gain or loss.
Notwithstanding the foregoing, the holder of a Restricted Stock Award may elect under Section 83(b) of the Code to be taxed at the time of grant of the Restricted Stock Award (rather than the date on which the substantial risk of forfeiture lapses) based on the fair market value of the shares of common stock on the date of the award, in which case (a) subject to Section 162(m) of the Code, the Company will be entitled to a deduction at the same time and in the same amount, (b) dividends paid to the recipient during the period the forfeiture restrictions apply will be taxable as dividends and will not be deductible by the Company, and (c) there will be no further federal income tax consequences when the risk of forfeiture lapses. Such election must be made not later than 30 days after the grant of the Restricted Stock Award and is irrevocable.
Upon a subsequent disposition of Restricted Stock Award shares for which the Section 83(b) election is made, the difference between the fair market value of the shares on the disposition date and the fair market value of the shares on the date of grant would be treated as a capital gain or loss.
Performance Awards, Phantom Stock Awards and Other Stock or Performance-Based Awards. An individual who has been granted a Performance Award, Phantom Stock Award or Other Stock or Performance-Based Award generally will not realize taxable income at the time of grant, and the Company will not be entitled to a deduction at that time. Whether a Performance Award, Phantom Stock Award or Other Stock or Performance-Based Award is paid in cash or shares of common stock, the individual will have taxable compensation and, subject to the application of Section 162(m) of the Code as discussed below, the Company will have a corresponding deduction. The measure of such income and deduction will be the amount of any cash paid and the fair market value of any shares of common stock either at the time the Performance Award, Phantom Stock Award or Other Stock or Performance-Based Award is paid or at the time any restrictions on the shares (including restrictions under Section 16(b) of the Exchange Act) subsequently lapse, depending on the nature, if any, of the restrictions imposed and whether the individual elects to be taxed without regard to any such restrictions. Any dividend equivalents paid with respect to a Performance Award, Phantom Stock Award, or Other Stock or Performance-Based Award prior to the actual issuance of shares under the award will be compensation income to the individual and, subject to the application of Section 162(m) of the Code as discussed below, deductible as such by the Company.
Upon a subsequent disposition of the shares received pursuant to a Performance Award, Phantom Stock Award or Other Stock or Performance-Based Award, the difference between the amount realized on the disposition of the shares and the fair market value of the shares on the vest date would be treated as a capital gain or loss.
Bonus Stock Awards. In general, a participant who receives a Bonus Stock Award will be taxed on the fair market value of the shares of common stock on the date the shares are issued to the individual, less any amount paid by the participant for the shares of stock. The Company will be entitled to a deduction for a corresponding amount. Upon a subsequent disposition of the shares received pursuant to a Bonus Stock Award, the difference between the amount realized on the disposition of the shares and the fair market value of the shares on the award date would be treated as a capital gain or loss.
Section 162(m) of the Code. Section 162(m) of the Code generally precludes a public corporation from taking a deduction for annual compensation in excess of $1,000,000 paid to certain executive officers.
Tax-Qualified Status of the A&R 2020 Plan
The A&R 2020 Plan is not qualified under Section 401(a) of the Code.
Section 409A of the Internal Revenue Code
Some awards issued under the A&R 2020 Plan may be considered non-qualified deferred compensation that is subject to special rules under Section 409A of the Code. In such event, the Committee intends to generally design and administer such award and the A&R 2020 Plan to comply with the rules of Section 409A of the Code; however, there is no commitment or guarantee that any federal, state, or local tax treatment will apply or be available to any person who participates in the A&R 2020 Plan.
CHENIERE ENERGY, INC.
AMENDED AND RESTATED 2020 INCENTIVE PLAN
1. ESTABLISHMENT OF PLAN. Cheniere Energy, Inc. hereby amends and restates the “Cheniere Energy, Inc. 2020 Incentive Plan” (the “Prior Plan”), which is hereinafter to be known as the “Cheniere Energy, Inc. Amended and Restated 2020 Incentive Plan” (the “Plan”). The Plan shall become effective on the date on which the Company’s shareholders approve the Plan as amended and restated (the “Effective Date”) for Awards granted on or after the Effective Date. Awards may not be granted under the Prior Plan beginning on the Effective Date, but this Plan shall not affect the terms or conditions of any award granted under the Prior Plan prior to the Effective Date.
2. PURPOSES. The purposes of the Plan are to (i) offer selected Employees (including without limitation Executive Officers), Consultants and Non-Employee Directors of the Company or its Affiliates an opportunity to participate in the growth and financial success of the Company, (ii) provide the Company an opportunity to attract and retain the best available personnel for positions of substantial responsibility, (iii) provide performance-related incentives to certain of such Employees and Consultants to achieve established Performance Goals, and (iv) promote the growth and success of the Company’s business by aligning the financial interests of such Employees, Consultants and Non-Employee Directors with that of the shareholders of the Company. Toward these objectives, this Plan provides for the grant of performance and non-performance-based equity Awards and performance-based Cash Awards.
3. DEFINITIONS. As used herein, unless the context requires otherwise, the following terms have the meanings indicated below.
(a) “Addendum” means an addendum to the Plan approved by the Compensation Committee, as constituted from time to time, of the Board containing terms, conditions and limitations applicable to certain Awards to Employees and other individuals described in the addendum who, in each case, are residents of a country other than the United States to which such addendum relates. An Award to an individual under an Addendum shall be made pursuant to, and subject to the terms and conditions of, the Plan, as modified by the terms of the Addendum.
(b) “Affiliate” means (i) any entity in which the Company, directly or indirectly, owns 10% or more of the combined voting power, as determined by the Committee, (ii) any “parent corporation” of the Company (as defined in section 424(e) of the Code), (iii) any “subsidiary corporation” of any such parent corporation (as defined in section 424(f) of the Code) of the Company and (iv) any trades or businesses, whether or not incorporated which are members of a “controlled group” or are “under common control” (as defined in Sections 414(b) or (c) of the Code) with the Company; provided, however, with respect to Awards of Options and Stock Appreciation Rights that are intended to be excluded from the application of Section 409A of the Code, the term affiliate will be applied in a manner to ensure that the Common Stock covered by such Awards would be “service recipient stock” with respect to the Participants to whom the Awards are granted; and provided further, however, with respect to Awards of Options that are intended to be Incentive Stock Options, Affiliate means an entity described in clauses (ii) and (iii) of this Section 3(b) and any other entity as may be permitted from time to time by the Code or by the Internal Revenue Service to be an employer of Employees to whom Incentive Stock Options may be granted.
(c) “Award” means any right granted under the Plan (or under the Plan as modified by an Addendum), including an Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, Bonus Stock Award, a Cash Award, a Performance Award, a Phantom Stock Award, and an Other Stock or Performance-Based Award, whether granted singly or in combination, to a Participant pursuant to the terms, conditions and limitations that the Committee may establish in order to fulfill the objectives of the Plan.
(d) “Award Agreement” means any written agreement, notice, program and/or similar document evidencing the terms of an Award granted under the Plan.
(e) “Board” means the Board of Directors of the Company.
(f) “Bonus Stock Award” means an Award granted pursuant to Section 9.
(g) “Cash Award” means an Award granted pursuant to Section 13.
(h) “Cause” means:
(i) in the case of a Director, the commission of an act of fraud or intentional misrepresentation or an act of embezzlement, misappropriation or conversion of assets or opportunities of the Company or any Affiliate;
(ii) in the case of a Participant whose employment with the Company or an Affiliate is subject to the terms of a written employment agreement between such Participant and the Company or Affiliate, which employment agreement
includes a definition of “Cause,” the term “Cause” as used in the Plan or any agreement establishing an Award shall have the meaning set forth in such employment agreement during the period that such employment agreement remains in effect;
(iii) in the case of a Participant who is eligible for benefits under a severance plan sponsored by the Company or one of its Affiliates, the term “Cause” as used in the Plan or any agreement establishing an Award shall have the meaning set forth in such severance plan during the period that the Participant remains eligible for benefits under that plan; and
(iv) in all other cases,
(A) the willful commission by the Participant of a crime or other act of misconduct that causes or is likely to cause substantial economic damage to the Company or an Affiliate or substantial injury to the business reputation of the Company or an Affiliate;
(B) the commission by the Participant of an act of fraud in the performance of the Participant’s duties on behalf of the Company or an Affiliate;
(C) the willful and material violation by the Participant of the Company’s Code of Business Conduct and Ethics Policy; or
(D) the continuing and repeated failure of the Participant to perform their duties to the Company or an Affiliate, including by reason of the Participant’s habitual absenteeism (other than such failure resulting from the Participant’s incapacity due to physical or mental illness), which, with respect to Executive Officers, has continued for a period of at least thirty (30) days following delivery of a written demand for substantial performance to the Participant by the Board (or its designee) which specifically identifies the manner in which the Board (or its designee) believes that the Participant has not performed their duties.
For purposes of the Plan, no act, or failure to act, on the Participant’s part shall be considered “willful” unless done or omitted to be done by the Participant not in good faith and without reasonable belief that the Participant’s action or omission was in the best interest of the Company or an Affiliate, as the case may be. The determination of whether Cause exists with respect to an Executive Officer shall be made by the Board (or its designee) in its sole discretion and with respect to all other Participants, the existence of Cause shall be determined by the Company’s Chief Human Resources Officer or, if none, the most senior human resources officer in their sole discretion in consultation with the Company’s Chief Legal Officer or, if none, the most senior legal officer.
(i) “Change in Control” means the occurrence during the term hereof of any of the following events:
(i) any “person” (as defined in Section 3(a)(9) of the Exchange Act, and as modified in Section 13(d) and 14(d) of the Exchange Act) other than (A) the Company or any Affiliate, (B) any employee benefit plan (or related trust) of the Company or of any Affiliate, (C) an entity owned, directly or indirectly, by shareholders of the Company in substantially the same proportions as their ownership of the Company, or (D) an underwriter temporarily holding securities pursuant to an offering of such securities, becomes the “beneficial owner” (as defined in Rule 13d-3(a) of the Exchange Act), directly or indirectly, of securities of the Company representing 50.1% or more of the shares of voting stock of the Company then outstanding;
(ii) the consummation of any merger, organization, business combination or consolidation of the Company with or into any other company, other than a merger, reorganization, business combination or consolidation which would result in the holders of the voting securities of the Company outstanding immediately prior thereto holding securities which represent immediately after such merger, reorganization, business combination or consolidation more than 50% of the combined voting power of the voting securities of the Company or the surviving company or the parent of such surviving company;
(iii) the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition if the holders of the voting securities of the Company outstanding immediately prior thereto hold securities immediately thereafter which represent more than 50% of the combined voting power of the voting securities of the acquiror, or parent of the acquiror, of such assets;
(iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; or
(v) individuals who, as of the Effective Date, constitute the Incumbent Board cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose nomination by the Board was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (excluding any individual whose initial assumption of office results from an election contest or threatened
election contest with respect to the election or removal of directors or other solicitation of proxies or consents by or on behalf of a person other than the Board, or any agreement intended to avoid or settle any such contest or solicitation (collectively, a “Contest”)) shall be considered as though such individual were a member of the Incumbent Board. For purposes of this definition, “Incumbent Board” means the members of the Board on the Effective Date excluding any individual whose initial assumption of office resulted from a Contest.
Notwithstanding the foregoing, a Change in Control shall not occur or be deemed to occur if any event set forth in subsections (i)—(v) above, which would otherwise constitute a Change in Control, occurs as a direct result of the consummation of a transaction solely between the Company and one or more of its controlled Affiliates.
Notwithstanding the foregoing, however, in any circumstance or transaction in which compensation payable pursuant to the Plan would be subject to the income tax under Section 409A of the Code if the foregoing definition of “Change in Control” were to apply, but would not be so subject if the term “Change in Control” were defined herein to mean a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), then “Change in Control” means, but only to the extent necessary to prevent such compensation from becoming subject to the income tax under Section 409A of the Code, a transaction or circumstance that satisfies the requirements of both (1) a Change in Control under the applicable clause (i) through (v) above, and (2) a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5).
(j) “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to such section and any Treasury regulations promulgated under such section.
(k) “Committee” means the Compensation Committee and the Equity Grant Committee, as applicable, each acting within the scope of its authority under the Plan with respect to the matter covered by the particular reference.
(l) “Common Stock” means the common stock of the Company, $0.003 par value per share or the common stock that the Company may in the future be authorized to issue.
(m) “Company” means Cheniere Energy, Inc., a Delaware corporation, and any successor corporation.
(n) “Compensation Committee” means the Compensation Committee, as constituted from time to time, of the Board that is appointed by the Board to administer the Plan, or if no such committee is appointed (or no such committee shall be in existence at any relevant time), the term “Compensation Committee” for purposes of the Plan shall mean the Board; provided, however, that as necessary in each case to satisfy the requirements of Rule 16b-3 with respect to Awards granted under the Plan, while the Common Stock is publicly traded, the Committee shall be a committee of the Board consisting solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.
(o) “Consultant” means any person (other than an Employee or a Director, solely with respect to rendering services in such person’s capacity as a Director) who is engaged by the Company or any Affiliate to render consulting or advisory services to the Company or such Affiliate and who is a “consultant” or “advisor” within the meaning of Rule 701 promulgated under the Securities Act or Form S-8 promulgated under the Securities Act.
(p) “Continuous Service” means the provision of services to the Company or an Affiliate, or any successor, as an Employee, Director or Consultant which is not interrupted or terminated. Except as otherwise provided in a particular Award Agreement, service shall not be considered interrupted or terminated for this purpose in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Affiliate, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or an Affiliate, or any successor, as an Employee, Director or Consultant. An approved leave of absence shall include sick leave, military leave or any other authorized personal leave. For purposes of each Incentive Stock Option, if such leave exceeds ninety (90) days, and re-employment upon expiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the day that is three (3) months and one (1) day following the expiration of such ninety (90)-day period.
(q) “Director” means a member of the Board or the board of directors of an Affiliate.
(r) “Disability” means the “disability” of a person as defined in a then effective long-term disability plan maintained by the Company that covers such person or, if such a plan does not exist at any relevant time, the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code. For purposes of determining the time during which an Incentive Stock Option may be exercised under the terms of an Award, “Disability” means the permanent and total disability of a person within the meaning of Section 22(e)(3) of the Code.
(s) “Effective Date” has the meaning set forth in Section 1.
(t) “Employee” means any person, including an Executive Officer or Director, who is employed by the Company or an Affiliate. The payment of compensation by the Company or an Affiliate to a Director or Consultant solely with respect to such individual rendering services in the capacity of a Director or Consultant, however, shall not be sufficient to constitute “employment” by the Company or that Affiliate.
(u) “Equity Grant Committee” has the meaning set forth in Section 6(b).
(v) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute. Reference in the Plan to any section of the Exchange Act shall be deemed to include any amendments or successor provisions to such section and any rules and regulations relating to such section.
(w) “Executive Officer” means a person who is an “officer” of the Company or any Affiliate within the meaning of Section 16 of the Exchange Act (whether or not the Company is subject to the requirements of the Exchange Act).
(x) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows:
(i) If the Common Stock has an established market by virtue of being listed or quoted on any registered stock exchange, the Fair Market Value of a share of Common Stock shall be the closing sales price for such a share of Common Stock (or the closing bid price, if applicable) on such exchange (or, if the Common Stock is listed or traded on more than one registered exchange, on the exchange with the greatest volume of trading in the Common Stock) on the day of determination (or if no such price is reported on that day, on the last market trading day prior to the day of determination), as reported in The Wall Street Journal or such other source as the Committee deems reliable.
(ii) In the absence of any listing or quotation of the Common Stock on any such registered exchange, the Fair Market Value shall be determined in good faith by the Committee.
(y) “Forfeiture Restrictions” has the meaning set forth in Section 12(a)(i).
(z) “Incentive Stock Option” means any Option that satisfies the requirements of Section 422 of the Code and is granted pursuant to Section 8.
(aa) “Non-Employee Director” means a Director of the Company who either (i) is not an Employee, does not receive compensation (directly or indirectly) from the Company or an Affiliate in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3.
(bb) “Non-Qualified Stock Option” means an Option granted under Section 8 that is not intended to be an Incentive Stock Option.
(cc) “Option” means an Award granted pursuant to Section 8 to purchase a specified number of shares of Common Stock during the Option period for a specified exercise price, whether granted as an Incentive Stock Option or as a Non-Qualified Stock Option.
(dd) “Other Stock or Performance-Based Award” means an award granted pursuant to Section 14 that is not otherwise specifically provided for in the Plan, the value of which is based in whole or in part upon the value of a share of Common Stock.
(ee) “Participant” means any Employee, Non-Employee Director, or Consultant to whom an Award has been granted under the Plan.
(ff) “Performance Award” means an Award granted pursuant to Section 13 to a Participant that is subject to the attainment of one or more Performance Goals.
(gg) “Performance Goal” means a standard established by the Committee based on one or more business criteria described in Section 13 to determine in whole or in part whether a Performance Award shall be earned.
(hh) “Performance Period” shall mean that period established by the Committee at the time any Performance Award is granted or at any time thereafter, during which any Performance Goals specified by the Committee with respect to such Award are to be measured.
(ii) “Phantom Stock Award” means an Award granted pursuant to Section 11.
(jj) “Plan” has the meaning set forth in Section 1.
(kk) “Prior Plan” has the meaning set forth in Section 1.
Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the Company’s financial performance. For further information concerning Cheniere’s pay for performance philosophy and how Cheniere aligns executive compensation with performance, see “Compensation Discussion and Analysis” beginning on page 40. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE The following table discloses information on “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”) and (on average) to our other NEOs (Non-PEO NEOs) during the specified years alongside our total shareholder return (“TSR”) and net income, as well as Consolidated Adjusted EBITDA, a Company-selected financial measure. The Company identified Consolidated Adjusted EBITDA as our Company-Selected Measure, given its prominence in our description of core operating performance through earnings releases and conference calls, as described in more detail beginning on page 42, as well as our belief that generation of Consolidated Adjusted EBITDA, along with efficient use of capital, will drive total shareholder return over time. Because the majority of our executives’ variable pay is delivered as equity-based awards that align the interests of our NEOs with the key drivers of long-term growth and creation of shareholder value, PEO and average other NEO CAP is correlated with changes in share price and/or ATSR over the applicable measurement periods, with Consolidated Adjusted EBITDA contributing to investor and other stakeholder assessment of sequential performance and operating trends of the Company. While the Company does not use Consolidated Adjusted EBITDA as an explicit performance measure in the overall executive compensation program, the measure of Consolidated Adjusted EBITDA is highly correlated and aligned with other performance measures used in the Company’s executive compensation program, including Scorecard EBITDA and Cumulative Distributable Cash Flow Per Share. As discussed in Compensation Discussion and Analysis—Components of our Executive Compensation Program, Scorecard EBITDA excludes from Consolidated Adjusted EBITDA incremental cash settlement expenses related to certain long term incentive awards granted to NEOs. We may determine a different financial performance measure to be the most important financial performance measure in future years. Consolidated Adjusted EBITDA is a non-GAAP financial measure. For a definition of Consolidated Adjusted EBITDA and a reconciliation of this non-GAAP measures to net income (loss), the most directly comparable GAAP financial measure, please see Appendix D.
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VALUE OF INITIAL FIXED $100
INVESTMENT BASED ON: |
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YEAR
(a) |
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SUMMARY
COMPENSATION
TABLE TOTAL
FOR PEO(1)
(b) |
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CAP TO
PEO(2)
(c) |
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AVERAGE
SUMMARY
COMPENSATION
TABLE TOTAL
FOR NON-PEO
NEOS(3)
(d) |
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AVERAGE CAP
TO NON-PEO
NEOS(4)
(e) |
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TOTAL
CUMULATIVE
SHAREHOLDER
RETURN(5)
(f) |
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PEER GROUP
TOTAL
CUMULATIVE
SHAREHOLDER
RETURN(6)
(g) |
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NET
INCOME
(LOSS)
(MILLIONS)(7)
(h) |
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CONSOLIDATED ADJUSTED EBITDA (NON-GAAP) (MILLIONS) (8) (i) |
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2023 |
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$ |
21,565,074 |
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$ |
49,987,486 |
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$ |
5,944,993 |
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$ |
13,030,436 |
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$ |
286 |
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$ |
174 |
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$ |
12,059 |
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$ |
8,771 |
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2022 |
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$ |
22,608,390 |
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$ |
77,025,086 |
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$ |
5,774,056 |
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$ |
17,851,473 |
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$ |
248 |
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$ |
158 |
|
|
|
$ |
2,635 |
|
|
|
$ |
11,564 |
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
$ |
18,091,084 |
|
|
|
$ |
64,767,515 |
|
|
|
$ |
5,302,041 |
|
|
|
$ |
13,751,700 |
|
|
|
$ |
167 |
|
|
|
$ |
107 |
|
|
|
$ |
(1,565 |
) |
|
|
$ |
4,867 |
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
$ |
14,893,339 |
|
|
|
$ |
13,083,721 |
|
|
|
$ |
4,922,878 |
|
|
|
$ |
2,827,851 |
|
|
|
$ |
98 |
|
|
|
$ |
74 |
|
|
|
$ |
501 |
|
|
|
$ |
3,961 |
|
| (1) |
For 2023, 2022, 2021 and 2020, the PEO was Jack A. Fusco. |
| (2) |
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Fusco, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Fusco during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Fusco’s total compensation for each year to determine the CAP: | PEO SUMMARY COMPENSATION TABLE (“SCT”) TOTAL TO CAP RECONCILIATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
REPORTED SCT
TOTAL FOR PEO |
|
REPORTED VALUE
OF EQUITY-BASED
AWARDS(a) |
|
EQUITY-BASED
AWARD
ADJUSTMENTS(b) |
|
CAP TO PEO |
|
|
|
|
|
2023 |
|
|
$ |
21,565,074 |
|
|
|
$ |
(15,955,533 |
) |
|
|
$ |
44,377,945 |
|
|
|
$ |
49,987,486 |
|
|
|
|
|
|
2022 |
|
|
$ |
22,608,390 |
|
|
|
$ |
(16,585,377 |
) |
|
|
$ |
71,002,073 |
|
|
|
$ |
77,025,086 |
|
|
|
|
|
|
2021 |
|
|
$ |
18,091,084 |
|
|
|
$ |
(12,608,398 |
) |
|
|
$ |
59,284,829 |
|
|
|
$ |
64,767,515 |
|
|
|
|
|
|
2020 |
|
|
$ |
14,893,339 |
|
|
|
$ |
(9,509,961 |
) |
|
|
$ |
7,700,343 |
|
|
|
$ |
13,083,721 |
|
| |
(a) |
The grant date fair value of equity-based awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
| |
(b) |
The equity-based award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity-based awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. |
| |
|
The valuation assumptions initially used to calculate the fair value of equity-based awards containing a market condition of ATSR are based on fair value assigned to the market metric using a Monte Carlo model as of the grant date. For each subsequent measurement date, adjustments have been made to equity-based award valuation using the stock price as of the measurement date and updated assumptions related to dividend yield, stock volatility and risk-free rates. The grant date fair value of equity-based awards containing performance and service-based conditions initially assumes target performance and the stock price at the date of grant, with subsequent measurements incorporating actual or forecast adjustments for performance and changes in stock price at each measurement date, as relevant. |
| |
|
The amounts deducted or added in calculating the equity-based award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
YEAR END VALUE
OF AWARDS
GRANTED IN THE
APPLICABLE
YEAR |
|
YEAR OVER YEAR
CHANGE IN
FAIR VALUE
OF OUTSTANDING
AND UNVESTED
AWARDS |
|
FAIR VALUE AS
OF VESTING
DATE OF
AWARDS
GRANTED AND
VESTED IN THE
YEAR |
|
YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED
IN THE YEAR |
|
FAIR VALUE AT
THE END OF THE
PRIOR YEAR OF
AWARDS THAT
FAILED TO MEET
VESTING
CONDITIONS IN
THE YEAR |
|
VALUE OF
DIVIDENDS OR
OTHER
EARNINGS PAID
ON UNVESTED
AWARDS NOT
OTHERWISE
REFLECTED IN
FAIR VALUE OR
TOTAL
COMPENSATION |
|
TOTAL AWARD ADJUSTMENTS |
|
|
|
|
|
|
|
|
2023 |
|
|
$ |
18,833,120 |
|
|
|
$ |
25,702,096 |
|
|
|
$ |
— |
|
|
|
$ |
(157,271 |
) |
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
44,377,945 |
|
|
|
|
|
|
|
|
|
2022 |
|
|
$ |
22,843,764 |
|
|
|
$ |
44,199,361 |
|
|
|
$ |
— |
|
|
|
$ |
3,958,948 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
71,002,073 |
|
|
|
|
|
|
|
|
|
2021 |
|
|
$ |
20,255,894 |
|
|
|
$ |
37,414,436 |
|
|
|
$ |
— |
|
|
|
$ |
1,614,499 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
59,284,829 |
|
|
|
|
|
|
|
|
|
2020 |
|
|
$ |
10,567,005 |
|
|
|
$ |
(630,778 |
) |
|
|
$ |
— |
|
|
|
$ |
(2,235,884 |
) |
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
7,700,343 |
|
| (3) |
Our Non-PEO NEOs in the table above were the following individuals: (i) for 2023, Zach Davis, Anatol Feygin, Corey Grindal and Sean N. Markowitz; (ii) for 2022 and 2021, Zach Davis, Anatol Feygin, Sean N. Markowitz and Aaron Stephenson; and (iii) for 2020, Zach Davis, Anatol Feygin, Sean N. Markowitz, Aaron Stephenson and Michael Wortley, our previous Chief Financial Officer. |
| (4) |
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year, and in 2020 reflects the impact of certain award forfeitures in connection with the resignation of Michael Wortley, our previous Chief Financial Officer. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the CAP, using the same methodology described above in Note 2: | AVERAGE NON-PEO NEO SCT TOTAL TO CAP RECONCILIATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
AVERAGE
REPORTED SCT
TOTAL FOR NON-
PEO NEO |
|
AVERAGE
REPORTED VALUE
OF EQUITY-BASED
AWARDS |
|
AVERAGE EQUITY-
BASED AWARD
ADJUSTMENTS(a) |
|
AVERAGE CAP TO |
|
|
|
|
|
2023 |
|
|
$ |
5,944,993 |
|
|
|
$ |
(3,860,018 |
) |
|
|
$ |
10,945,461 |
|
|
|
$ |
13,030,436 |
|
|
|
|
|
|
2022 |
|
|
$ |
5,774,056 |
|
|
|
$ |
(3,620,785 |
) |
|
|
$ |
15,698,202 |
|
|
|
$ |
17,851,473 |
|
|
|
|
|
|
2021 |
|
|
$ |
5,302,041 |
|
|
|
$ |
(3,552,517 |
) |
|
|
$ |
12,002,176 |
|
|
|
$ |
13,751,700 |
|
|
|
|
|
|
2020 |
|
|
$ |
4,922,878 |
|
|
|
$ |
(2,563,263 |
) |
|
|
$ |
468,236 |
|
|
|
$ |
2,827,851 |
|
| |
(a) |
The amounts deducted or added in calculating the equity-based award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
YEAR END VALUE
OF AWARDS
GRANTED IN THE
APPLICABLE
YEAR |
|
YEAR OVER
YEAR CHANGE IN
FAIR VALUE OF
OUTSTANDING
AND
UNVESTED
AWARDS |
|
FAIR VALUE AS
OF VESTING
DATE OF
AWARDS
GRANTED AND
VESTED IN THE
YEAR |
|
YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED
IN THE YEAR |
|
FAIR VALUE AT
THE END OF THE
PRIOR YEAR OF
AWARDS THAT
FAILED TO MEET
VESTING
CONDITIONS IN
THE YEAR |
|
VALUE OF
DIVIDENDS OR
OTHER
EARNINGS PAID
ON UNVESTED
AWARDS NOT
OTHERWISE
REFLECTED IN
FAIR VALUE OR
TOTAL
COMPENSATION |
|
TOTAL AWARD ADJUSTMENTS |
|
|
|
|
|
|
|
|
2023 |
|
|
$ |
4,556,175 |
|
|
|
$ |
6,311,701 |
|
|
|
$ |
— |
|
|
|
$ |
77,585 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
10,945,461 |
|
|
|
|
|
|
|
|
|
2022 |
|
|
$ |
4,972,107 |
|
|
|
$ |
9,811,733 |
|
|
|
$ |
17,509 |
|
|
|
$ |
896,853 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
15,698,202 |
|
|
|
|
|
|
|
|
|
2021 |
|
|
$ |
5,372,557 |
|
|
|
$ |
6,147,462 |
|
|
|
$ |
14,605 |
|
|
|
$ |
467,552 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
12,002,176 |
|
|
|
|
|
|
|
|
|
2020 |
|
|
$ |
1,740,632 |
|
|
|
$ |
(82,266 |
) |
|
|
$ |
5,629 |
|
|
|
$ |
(707,199 |
) |
|
|
$ |
(488,560 |
) |
|
|
$ |
— |
|
|
|
$ |
468,236 |
|
| (5) |
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the period December 31, 2019 through the end of the applicable measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of the applicable measurement period and December 31, 2019, by the Company’s share price at December 31, 2019. |
| (6) |
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is as described on page 58. |
| (7) |
The dollar amounts reported represent the amount of net income (loss), as reported in the Company’s consolidated financial statements included in our 2023 and 2022 Annual Reports on Form 10-K. The Company does not use net income as a performance measure in its executive compensation program. |
| (8) |
Consolidated Adjusted EBITDA is calculated by taking net income attributable to common stockholders before net income attributable to non-controlling interest, interest expense, net of capitalized interest, taxes, depreciation and amortization, and adjusting for the effects of certain non-cash items, other non-operating income or expense items, and other items not otherwise predictive or indicative of ongoing operating performance, including the effects of modification or extinguishment of debt, impairment expense and loss on disposal of assets, changes in the fair value of our commodity and FX derivatives prior to contractual delivery or termination, and non-cash compensation expense. The change in fair value of commodity and FX derivatives is considered in determining Consolidated Adjusted EBITDA given that the timing of recognizing gains and losses on these derivative contracts differs from the recognition of the related item economically hedged. While the Company uses numerous financial and nonfinancial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Consolidated Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to company performance. |
|
|
|
|
| Company Selected Measure Name |
Consolidated Adjusted EBITDA
|
|
|
|
| Named Executive Officers, Footnote |
Our Non-PEO NEOs in the table above were the following individuals: (i) for 2023, Zach Davis, Anatol Feygin, Corey Grindal and Sean N. Markowitz; (ii) for 2022 and 2021, Zach Davis, Anatol Feygin, Sean N. Markowitz and Aaron Stephenson; and (iii) for 2020, Zach Davis, Anatol Feygin, Sean N. Markowitz, Aaron Stephenson and Michael Wortley, our previous Chief Financial Officer.
|
|
|
|
| Peer Group Issuers, Footnote |
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is as described on page 58.
|
|
|
|
| PEO Total Compensation Amount |
$ 21,565,074
|
$ 22,608,390
|
$ 18,091,084
|
$ 14,893,339
|
| PEO Actually Paid Compensation Amount |
$ 49,987,486
|
77,025,086
|
64,767,515
|
13,083,721
|
| Adjustment To PEO Compensation, Footnote |
PEO SUMMARY COMPENSATION TABLE (“SCT”) TOTAL TO CAP RECONCILIATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
REPORTED SCT
TOTAL FOR PEO |
|
REPORTED VALUE
OF EQUITY-BASED
AWARDS(a) |
|
EQUITY-BASED
AWARD
ADJUSTMENTS(b) |
|
CAP TO PEO |
|
|
|
|
|
2023 |
|
|
$ |
21,565,074 |
|
|
|
$ |
(15,955,533 |
) |
|
|
$ |
44,377,945 |
|
|
|
$ |
49,987,486 |
|
|
|
|
|
|
2022 |
|
|
$ |
22,608,390 |
|
|
|
$ |
(16,585,377 |
) |
|
|
$ |
71,002,073 |
|
|
|
$ |
77,025,086 |
|
|
|
|
|
|
2021 |
|
|
$ |
18,091,084 |
|
|
|
$ |
(12,608,398 |
) |
|
|
$ |
59,284,829 |
|
|
|
$ |
64,767,515 |
|
|
|
|
|
|
2020 |
|
|
$ |
14,893,339 |
|
|
|
$ |
(9,509,961 |
) |
|
|
$ |
7,700,343 |
|
|
|
$ |
13,083,721 |
|
| |
(a) |
The grant date fair value of equity-based awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
| |
(b) |
The equity-based award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity-based awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. |
| |
|
The valuation assumptions initially used to calculate the fair value of equity-based awards containing a market condition of ATSR are based on fair value assigned to the market metric using a Monte Carlo model as of the grant date. For each subsequent measurement date, adjustments have been made to equity-based award valuation using the stock price as of the measurement date and updated assumptions related to dividend yield, stock volatility and risk-free rates. The grant date fair value of equity-based awards containing performance and service-based conditions initially assumes target performance and the stock price at the date of grant, with subsequent measurements incorporating actual or forecast adjustments for performance and changes in stock price at each measurement date, as relevant. |
| |
|
The amounts deducted or added in calculating the equity-based award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
YEAR END VALUE
OF AWARDS
GRANTED IN THE
APPLICABLE
YEAR |
|
YEAR OVER YEAR
CHANGE IN
FAIR VALUE
OF OUTSTANDING
AND UNVESTED
AWARDS |
|
FAIR VALUE AS
OF VESTING
DATE OF
AWARDS
GRANTED AND
VESTED IN THE
YEAR |
|
YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED
IN THE YEAR |
|
FAIR VALUE AT
THE END OF THE
PRIOR YEAR OF
AWARDS THAT
FAILED TO MEET
VESTING
CONDITIONS IN
THE YEAR |
|
VALUE OF
DIVIDENDS OR
OTHER
EARNINGS PAID
ON UNVESTED
AWARDS NOT
OTHERWISE
REFLECTED IN
FAIR VALUE OR
TOTAL
COMPENSATION |
|
TOTAL AWARD ADJUSTMENTS |
|
|
|
|
|
|
|
|
2023 |
|
|
$ |
18,833,120 |
|
|
|
$ |
25,702,096 |
|
|
|
$ |
— |
|
|
|
$ |
(157,271 |
) |
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
44,377,945 |
|
|
|
|
|
|
|
|
|
2022 |
|
|
$ |
22,843,764 |
|
|
|
$ |
44,199,361 |
|
|
|
$ |
— |
|
|
|
$ |
3,958,948 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
71,002,073 |
|
|
|
|
|
|
|
|
|
2021 |
|
|
$ |
20,255,894 |
|
|
|
$ |
37,414,436 |
|
|
|
$ |
— |
|
|
|
$ |
1,614,499 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
59,284,829 |
|
|
|
|
|
|
|
|
|
2020 |
|
|
$ |
10,567,005 |
|
|
|
$ |
(630,778 |
) |
|
|
$ |
— |
|
|
|
$ |
(2,235,884 |
) |
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
7,700,343 |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 5,944,993
|
5,774,056
|
5,302,041
|
4,922,878
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 13,030,436
|
17,851,473
|
13,751,700
|
2,827,851
|
| Adjustment to Non-PEO NEO Compensation Footnote |
AVERAGE NON-PEO NEO SCT TOTAL TO CAP RECONCILIATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
AVERAGE
REPORTED SCT
TOTAL FOR NON-
PEO NEO |
|
AVERAGE
REPORTED VALUE
OF EQUITY-BASED
AWARDS |
|
AVERAGE EQUITY-
BASED AWARD
ADJUSTMENTS(a) |
|
AVERAGE CAP TO |
|
|
|
|
|
2023 |
|
|
$ |
5,944,993 |
|
|
|
$ |
(3,860,018 |
) |
|
|
$ |
10,945,461 |
|
|
|
$ |
13,030,436 |
|
|
|
|
|
|
2022 |
|
|
$ |
5,774,056 |
|
|
|
$ |
(3,620,785 |
) |
|
|
$ |
15,698,202 |
|
|
|
$ |
17,851,473 |
|
|
|
|
|
|
2021 |
|
|
$ |
5,302,041 |
|
|
|
$ |
(3,552,517 |
) |
|
|
$ |
12,002,176 |
|
|
|
$ |
13,751,700 |
|
|
|
|
|
|
2020 |
|
|
$ |
4,922,878 |
|
|
|
$ |
(2,563,263 |
) |
|
|
$ |
468,236 |
|
|
|
$ |
2,827,851 |
|
| |
(a) |
The amounts deducted or added in calculating the equity-based award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
YEAR END VALUE
OF AWARDS
GRANTED IN THE
APPLICABLE
YEAR |
|
YEAR OVER
YEAR CHANGE IN
FAIR VALUE OF
OUTSTANDING
AND
UNVESTED
AWARDS |
|
FAIR VALUE AS
OF VESTING
DATE OF
AWARDS
GRANTED AND
VESTED IN THE
YEAR |
|
YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED
IN THE YEAR |
|
FAIR VALUE AT
THE END OF THE
PRIOR YEAR OF
AWARDS THAT
FAILED TO MEET
VESTING
CONDITIONS IN
THE YEAR |
|
VALUE OF
DIVIDENDS OR
OTHER
EARNINGS PAID
ON UNVESTED
AWARDS NOT
OTHERWISE
REFLECTED IN
FAIR VALUE OR
TOTAL
COMPENSATION |
|
TOTAL AWARD ADJUSTMENTS |
|
|
|
|
|
|
|
|
2023 |
|
|
$ |
4,556,175 |
|
|
|
$ |
6,311,701 |
|
|
|
$ |
— |
|
|
|
$ |
77,585 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
10,945,461 |
|
|
|
|
|
|
|
|
|
2022 |
|
|
$ |
4,972,107 |
|
|
|
$ |
9,811,733 |
|
|
|
$ |
17,509 |
|
|
|
$ |
896,853 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
15,698,202 |
|
|
|
|
|
|
|
|
|
2021 |
|
|
$ |
5,372,557 |
|
|
|
$ |
6,147,462 |
|
|
|
$ |
14,605 |
|
|
|
$ |
467,552 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
12,002,176 |
|
|
|
|
|
|
|
|
|
2020 |
|
|
$ |
1,740,632 |
|
|
|
$ |
(82,266 |
) |
|
|
$ |
5,629 |
|
|
|
$ |
(707,199 |
) |
|
|
$ |
(488,560 |
) |
|
|
$ |
— |
|
|
|
$ |
468,236 |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
| Total Shareholder Return Vs Peer Group |
|
|
|
|
| Tabular List, Table |
|
| |
Financial Performance Measures |
Consolidated Adjusted EBITDA |
Absolute TSR |
Cumulative Distributable Cash Flow per Share |
|
|
|
|
| Total Shareholder Return Amount |
$ 286
|
248
|
167
|
98
|
| Peer Group Total Shareholder Return Amount |
174
|
158
|
107
|
74
|
| Net Income (Loss) |
$ 12,059,000,000
|
$ 2,635,000,000
|
$ (1,565,000,000)
|
$ 501,000,000
|
| Company Selected Measure Amount |
8,771,000,000
|
11,564,000,000
|
4,867,000,000
|
3,961,000,000
|
| PEO Name |
Jack A. Fusco.
|
|
|
|
| Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Consolidated Adjusted EBITDA
|
|
|
|
| Non-GAAP Measure Description |
For a definition of non-GAAP measures Consolidated Adjusted EBITDA and Cumulative Distributable Cash Flow per Share, please see Appendix D and Appendix B, respectively.
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Absolute TSR
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Cumulative Distributable Cash Flow per Share
|
|
|
|
| PEO | REPORTED VALUE OF EQUITYBASED AWARDS [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (15,955,533)
|
$ (16,585,377)
|
$ (12,608,398)
|
$ (9,509,961)
|
| PEO | EQUITYBASED AWARD ADJUSTMENTS [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
44,377,945
|
71,002,073
|
59,284,829
|
7,700,343
|
| PEO | YEAR END VALUE OF AWARDS GRANTED IN THE APPLICABLE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
18,833,120
|
22,843,764
|
20,255,894
|
10,567,005
|
| PEO | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED AWARDS [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
25,702,096
|
44,199,361
|
37,414,436
|
(630,778)
|
| PEO | FAIR VALUE AS OF VESTING DATE OF AWARDS GRANTED AND VESTED IN THE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | YEAR OVER YEAR CHANGE IN FAIR VALUE OF AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(157,271)
|
3,958,948
|
1,614,499
|
(2,235,884)
|
| PEO | FAIR VALUE AT THE END OF THE PRIOR YEAR OF AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON UNVESTED AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | REPORTED VALUE OF EQUITYBASED AWARDS [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(3,860,018)
|
(3,620,785)
|
(3,552,517)
|
(2,563,263)
|
| Non-PEO NEO | EQUITYBASED AWARD ADJUSTMENTS [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
10,945,461
|
15,698,202
|
12,002,176
|
468,236
|
| Non-PEO NEO | YEAR END VALUE OF AWARDS GRANTED IN THE APPLICABLE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
4,556,175
|
4,972,107
|
5,372,557
|
1,740,632
|
| Non-PEO NEO | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED AWARDS [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
6,311,701
|
9,811,733
|
6,147,462
|
(82,266)
|
| Non-PEO NEO | FAIR VALUE AS OF VESTING DATE OF AWARDS GRANTED AND VESTED IN THE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
17,509
|
14,605
|
5,629
|
| Non-PEO NEO | YEAR OVER YEAR CHANGE IN FAIR VALUE OF AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
77,585
|
896,853
|
467,552
|
(707,199)
|
| Non-PEO NEO | FAIR VALUE AT THE END OF THE PRIOR YEAR OF AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
(488,560)
|
| Non-PEO NEO | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON UNVESTED AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
$ 0
|
$ 0
|
$ 0
|