Enbridge Inc. filed this Form 10-K/A on 3/8/2021
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Fixed-to-Floating Subordinated Notes Series 2018-B due 2078 |
☒ |
Accelerated Filer | ☐ | ||||
Non-Accelerated Filer |
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Smaller reporting company | ||||
Emerging growth company |
Page |
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Item 10. |
4 | |||||
Item 11. |
17 | |||||
Item 12. |
66 | |||||
Item 13. |
67 | |||||
Item 14. |
68 | |||||
Item 15. |
69 | |||||
Item 16. |
69 | |||||
70 | ||||||
71 |
Pamela L. Carter Age 71 Franklin, Tennessee, USA Independent Director since February 27, 2017 Latest date of retirement May 2025 2020 annual meeting votes for: 85.23% |
Ms. Carter was the Vice President of Cummins Inc. and President of Cummins Distribution Business, a division of Cummins Inc., a designer, manufacturer and marketer of diesel engines and related components and power systems, from 2008 until her retirement in 2015. Ms. Carter joined Cummins Inc. in 1997 as Vice President – General Counsel and Corporate Secretary and held various management positions within Cummins. Prior to joining Cummins Inc., Ms. Carter served in the private practice of law as partner and associate and in various capacities with the State of Indiana, including Parliamentarian in the Indiana House of Representatives, Deputy Chief-of-Staff to governor Evan Bayh, Executive Assistant for Health Policy & Human Services and Securities Enforcement Attorney for the Office of the Secretary of State. She served as the Attorney General for the State of Indiana from 1993 to 1997 and was the first African-American woman to be elected state attorney general in the U.S.A. Ms. Carter holds a BA (Bachelor of Arts) from the University of Detroit, MSW (Master of Social Work) from the University of Michigan, J.D. (Doctor of Jurisprudence) from McKinney School of Law, Indiana University, and Public Administration from Harvard Kennedy School. Ms. Carter received a 2018 Sandra Day O’Connor Board Excellence Award honoring her for her demonstrated commitment to board excellence and diversity. She also received an award as one of the top 100 board members from NACD in 2018 and top 25 director from Black Enterprise, 2018. |
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Enbridge Board/Board committee memberships |
2020 meeting attendance 1 |
|||||||||||||||||
Board of Directors |
|
6 out of 6 |
|
100% |
| |||||||||||||
Corporate Social Responsibility |
|
4 out of 4 |
100% |
|||||||||||||||
Governance (Chair) |
|
3 out of 4 |
75% |
|||||||||||||||
Human Resources & Compensation 2 |
|
2 out of 2 |
100% |
|||||||||||||||
Total |
|
15 out of 16 |
94% |
|||||||||||||||
Enbridge securities held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
44,639 |
|
11,744 |
$2,494,943 |
$925,880 |
|||||||||||||
Other board/board committee memberships 7 |
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Public 7 |
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Hewlett Packard Enterprise Company (public technology company) |
|
Director Chair, human resources and compensation committee Member, audit committee |
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Broadridge Financial Solutions, Inc. (public financial services company) |
|
Director Chair, audit committee Member, governance and nominating committee |
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Former U.S.-listed company directorships (last 5 years) |
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CSX Corporation |
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|
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Spectra Energy Corp |
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Marcel R. Coutu Age 67 Calgary, Alberta, Canada Independent Director since July 28, 2014 Latest date of retirement May 2029 2020 annual meeting votes for: 89.05% |
Mr. Coutu was the Chairman of Syncrude Canada Ltd. (integrated oil sands project) from 2003 to 2014 and was the President and Chief Executive Officer of Canadian Oil Sands Limited from 2001 until January 2014. From 1999 to 2001, he was Senior Vice President and Chief Financial Officer of Gulf Canada Resources Limited. Prior to 1999, Mr. Coutu held various executive positions with TransCanada PipeLines Limited and various positions in the areas of corporate finance, investment banking and mining and oil and gas exploration and development. Mr. Coutu holds an HBSc (Bachelor of Science, Honours Earth Science) from the University of Waterloo and an MBA (Master of Business Administration) from the University of Western Ontario. |
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Enbridge Board/Board committee memberships |
2020 meeting attendance 1 |
|||||||||||||||||
Board of Directors |
|
5 out of 6 |
|
83% |
| |||||||||||||
Audit, Finance & Risk |
|
5 out of 5 |
|
100% |
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Human Resources & Compensation |
|
4 out of 4 |
|
100% |
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Total |
|
14 out of 15 |
|
93% |
| |||||||||||||
Enbridge securities held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
46,900 |
|
|
39,090 |
|
$3,805,069 |
|
$925,880 |
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Other board/board committee memberships 7 |
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Public 7 |
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Brookfield Asset Management Inc. (public global asset management company) |
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Director Chair, audit committee Member, management resources and compensation committee |
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Power Corporation of Canada (public international management and holding company) |
|
Director Member, audit committee and human resources committee |
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The Great-West Lifeco Inc. (public international financial services holding company that is an indirect subsidiary of Power Corporation of Canada) |
|
Director Member, governance and nominating committee, human resources committee and investment committee |
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IGM Financial Inc. (public personal financial services company that is an indirect subsidiary of Power Corporation of Canada) |
|
Director Member, human resources committee |
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Not-for-profit 7 |
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|
|
Calgary Stampede Foundation |
Director |
|
Susan M. Cunningham Age 65 Houston, Texas, USA Independent Director since February 13, 2019 Latest date of retirement May 2031 2020 annual meeting votes for: 97.37% |
Ms. Cunningham has been an Advisor for Darcy Partners (consulting firm) since 2017. From 2014 to 2017, Ms. Cunningham was Executive Vice President, EHSR (Environment, Health, Safety, Regulatory) and New Frontiers (global exploration, new ventures, geoscience and business innovation) at Noble Energy, Inc. From 2001 to 2013, she held various senior management roles with Noble Energy, Inc. Prior thereto, Ms. Cunningham held positions with Texaco U.S.A., Statoil Energy, Inc. and Amoco Corporation. Ms. Cunningham holds a BA in Geology and Geography from McMaster University and is a graduate of Rice University’s Executive Management Program. She was also Chairman of the OTC (Offshore Technology Conference) from 2010 to 2011. |
| ||||||||||||||||
Enbridge Board/Board committee memberships |
2020 meeting attendance 1 |
|||||||||||||||||
Board of Directors |
|
6 out of 6 |
|
100% |
| |||||||||||||
Corporate Social Responsibility (Chair) 8 |
|
2 out of 2 |
|
100% |
| |||||||||||||
Human Resources & Compensation |
|
4 out of 4 |
|
100% |
| |||||||||||||
Safety & Reliability |
|
4 out of 4 |
|
100% |
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Total |
|
16 out of 16 |
100% |
|||||||||||||||
Enbridge securities held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
2,581 |
|
|
7,827 |
|
$460,564 |
|
$925,880 |
| |||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
Oil Search Limited (public oil and gas exploration and production) |
|
Director Member, audit and financial risk committee, sustainability committee and project and technology committee |
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Whiting Petroleum Corporation (public oil and gas exploration and production) |
|
Director Chair, ESG committee Member, audit committee |
|
Gregory L. Ebel Age 56 Houston, Texas, USA Independent Director since February 27, 2017 Latest date of retirement May 2039 2020 annual meeting votes for: 91.77% |
Mr. Ebel served as Chairman, President and Chief Executive Officer of Spectra Energy Corp (“Spectra Energy”) from January 1, 2009 to February 27, 2017 at which time he became a Director of Enbridge and Chair of the Enbridge Board. Prior to that time, Mr. Ebel served as Spectra Energy’s Group Executive and Chief Financial Officer beginning in January 2007. He served as President of Union Gas Limited from January 2005 until January 2007, and Vice President, Investor & Shareholder Relations of Duke Energy Corporation from November 2002 until January 2005. Mr. Ebel joined Duke Energy in March 2002 as Managing Director of Mergers and Acquisitions in connection with Duke Energy’s acquisition of Westcoast Energy Inc. Mr. Ebel holds a BA (Bachelor of Arts, Honours) from York University and is a graduate of the Advanced Management Program at the Harvard Business School. |
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Enbridge Board/Board committee memberships 9 |
2020 meeting attendance 1 |
|||||||||||||||||||||
Board of Directors (Chair) |
|
6 out of 6 |
|
100% |
| |||||||||||||||||
Total |
|
6 out of 6 |
|
100% |
| |||||||||||||||||
Enbridge securities held 3 |
||||||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Stock Options 10 |
Total market value of Enbridge shares & DSUs (excluding stock options) 5 |
Minimum required 6 |
|||||||||||||||||
|
651,845 |
|
|
32,217 |
|
|
405,408 |
|
$30,269,732 |
|
$925,880 |
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Other board/board committee memberships 7 |
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Public 7 |
||||||||||||||||||||||
The Mosaic Company (public producer and marketer of concentrated phosphate and potash) |
|
Chair of the Board Member, audit committee and corporate governance and nominating committee |
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Baker Hughes Company (public supplier of oilfield services and products) |
|
Director Chair, audit committee Member, governance and corporate responsibility committee |
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Former U.S.-listed company directorships (last 5 years) |
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Spectra Energy Corp |
|
|
J. Herb England Age 74 Naples, Florida, USA Independent Director since January 1, 2007 Latest date of retirement May 2022 2020 annual meeting votes for: 96.74% |
Mr. England has been Chair & Chief Executive Officer of Stahlman-England Irrigation Inc. (contracting company) in southwest Florida since 2000. From 1993 to 1997, Mr. England was the Chair, President & Chief Executive Officer of Sweet Ripe Drinks Ltd. (fruit beverage manufacturing company). Prior to 1993, Mr. England held various executive positions with John Labatt Limited (brewing company) and its operating companies, including the position of Chief Executive Officer of Labatt Brewing Company – Prairie Region (brewing company), Catelli Inc. (food manufacturing company) and Johanna Dairies Inc. (dairy company). In 1993, Mr. England retired as Senior Vice President, Finance and Corporate Development & Chief Financial Officer of John Labatt Limited. Mr. England holds a BA (Bachelor of Arts) from the Royal Military College of Canada and an MBA (Master of Business Administration) from York University. He also has a CA (Chartered Accountant) designation. |
| ||||||||||||||||
Enbridge Board/Board committee memberships |
2020 meeting attendance 1 |
|||||||||||||||||
Board of Directors |
|
6 out of 6 |
|
100% |
| |||||||||||||
Audit, Finance & Risk |
|
5 out of 5 |
|
100% |
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Corporate Social Responsibility 11 |
|
2 out of 2 |
|
100% |
| |||||||||||||
Governance |
|
4 out of 4 |
|
100% |
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Total |
|
17 out of 17 |
|
100% |
| |||||||||||||
Enbridge securities held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
37,306 |
|
|
86,576 |
|
$5,481,792 |
|
$925,880 |
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Other board/board committee memberships 7 |
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Public 7 |
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FuelCell Energy, Inc. (public fuel cell company in which Enbridge holds a small interest) |
|
Chair of the Board Member, audit and finance committee and nominating and governance committee |
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Private 7 |
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Stahlman - England Irrigation Inc. (private contracting company) |
|
Chair of the Board Chief executive officer |
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USA Grading Inc. (private excavating, grading and underground utilities company) |
|
Director |
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Former U.S.-listed company directorships (last 5 years) |
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|
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Enbridge Energy Management, LLC |
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Gregory J. Goff Age 64 San Antonio, Texas, USA Independent Director since February 11, 2020 Latest date of retirement May 2032 2020 annual meeting votes for: 99.57% |
Mr. Goff was Executive Vice Chairman of Marathon Petroleum Corporation from October 2018 until his retirement in December 2019. He was President and Chief Executive Officer of Andeavor (an integrated downstream energy company) from 2010 to 2018 and Chairman from December 2014 to 2018. Prior thereto, Mr. Goff held a number of senior leadership positions with ConocoPhillips Corporation (an oil and gas exploration and production company). Mr. Goff holds a B.S. (Bachelor of Science) and an MBA (Master of Business Administration) from the University of Utah. |
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Enbridge Board/Board committee memberships |
2020 meeting attendance 1 |
|||||||||||||||||
Board of Directors |
|
6 out of 6 |
|
100% |
| |||||||||||||
Governance 12 |
|
2 out of 2 |
|
100% |
| |||||||||||||
Human Resources & Compensation 12 |
|
2 out of 2 |
|
100% |
| |||||||||||||
Total |
|
10 out of 10 |
|
100% |
| |||||||||||||
Enbridge securities held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
- |
|
|
3,644 |
|
$161,230 |
|
$925,880 |
| |||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
Avient Corporation (formerly PolyOne Corporation) (public company producing specialty polymers) |
|
Director Chair, EHS committee Member, governance and corporate responsibility committee |
|
V. Maureen Kempston Darkes Age 72 Toronto, Ontario, Canada Lauderdale-by-the-Sea, Florida, USA Independent Director since November 2, 2010 Latest date of retirement May 2024 2020 annual meeting votes for: 97.25% |
Ms. Kempston Darkes is the retired Group Vice President and President Latin America, Africa and Middle East, General Motors Corporation (automotive corporation and vehicle manufacturer). From 1994 to 2001, she was the President and General Manager of General Motors of Canada Limited and Vice President of General Motors Corporation. Ms. Kempston Darkes holds a BA (Bachelor of Arts) and an LLB (Bachelor of Laws), both from the University of Toronto. |
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Enbridge Board/Board committee memberships |
2020 meeting attendance 1 |
|||||||||||||||||
Board of Directors |
|
6 out of 6 |
|
100% |
| |||||||||||||
Corporate Social Responsibility 13 |
|
2 out of 2 |
|
100% |
| |||||||||||||
Human Resources & Compensation (Chair) |
|
4 out of 4 |
|
100% |
| |||||||||||||
Safety & Reliability |
|
4 out of 4 |
|
100% |
| |||||||||||||
Total |
|
16 out of 16 |
|
100% |
| |||||||||||||
Enbridge securities held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
21,735 |
|
|
57,789 |
|
$3,518,945 |
|
$925,880 |
| |||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
Brookfield Asset Management Inc. (public global asset management company) |
|
Director Chair, risk management committee Member, management resources and compensation committee |
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Canadian National Railway Company 14 (public railway company) |
|
Director Chair, strategic planning committee Member, audit committee, finance committee and pension and investment committee |
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Former U.S.-listed company directorships (last 5 years) |
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|
Schlumberger Limited |
|
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Teresa S. Madden Age 65 Boulder, Colorado, USA Independent Director since February 12, 2019 Latest date of retirement May 2031 2020 annual meeting votes for: 98.59% |
Ms. Madden was the Executive Vice President and Chief Financial Officer of Xcel Energy, Inc., an electric and natural gas utility, from 2011 until her retirement in 2016. She joined Xcel in 2003 as Vice President, Finance, Customer & Field Operations and was named Vice President and Controller in 2004. Prior thereto, Ms. Madden held positions with Rogue Wave Software, Inc. as well as New Century Energies and Public Service Company of Colorado, predecessor companies of Xcel Energy. Ms. Madden holds a BS (Bachelor of Science) in Accounting from Colorado State University and an MBA (Master of Business Administration) from Regis University. |
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Enbridge Board/Board committee memberships |
2020 meeting attendance 1 |
|||||||||||||||||
Board of Directors |
|
6 out of 6 |
|
100% |
| |||||||||||||
Audit, Finance & Risk (Chair) |
|
5 out of 5 |
100% |
|||||||||||||||
Governance |
|
4 out of 4 |
100% |
|||||||||||||||
Total |
|
15 out of 15 |
100% |
|||||||||||||||
Enbridge securities held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
1,000 |
|
7,934 |
$395,338 |
$925,880 |
|||||||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
The Cooper Companies, Inc. (public medical device company) |
|
Director Member, audit committee |
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|
Former U.S.-listed company directorships (last 5 years) |
|
||||||||||||||||
|
Peabody Energy Corp. |
|
|
Al Monaco Age 61 Calgary, Alberta, Canada Not Independent Director since February 27, 2012 Latest date of retirement May 2035 2020 annual meeting votes for: 97.99% |
Mr. Monaco joined Enbridge in 1995 and has held increasingly senior positions. He has been President & Chief Executive Officer of Enbridge since October 1, 2012 and served as Director and President of Enbridge from February 27, 2012 to September 30, 2012. Mr. Monaco holds an MBA (Master of Business Administration) from the University of Calgary and has a Chartered Professional Accountant designation. |
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Enbridge Board/Board committee memberships 15 |
2020 meeting attendance 1 |
|||||||||||||||||
Board of Directors |
|
6 out of 6 |
|
100% |
| |||||||||||||
Enbridge securities held 3 |
||||||||||||||||||
|
Enbridge shares |
Stock Options |
Total market value of Enbridge shares (excluding stock options) 5 |
Minimum required 16 |
||||||||||||||
|
920,699 |
|
4,465,600 |
$40,740,931 |
N/A |
|||||||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
Weyerhaeuser Company (public timberlands company and wood products manufacturer) |
|
Director Member, compensation committee |
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Private 7 |
||||||||||||||||||
DCP Midstream, LLC (a private 50/50 joint venture between Enbridge and Phillips 66 and the general partner of DCP Midstream GP, LLC, the general partner of DCP Midstream GP, LP, the general partner of DCP Midstream Partners, LP, a midstream master limited partnership with public unitholders) |
|
Director Member, human resources and compensation committee |
| |||||||||||||||
Not-for-profit 7 |
||||||||||||||||||
American Petroleum Institute (not-for-profit |
|
Director Member, executive committee and finance committee |
| |||||||||||||||
Business Council of Canada (not-for-profit, non-partisan organization composed of CEOs of Canada’s leading enterprises) |
|
Member |
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Business Council of Alberta |
|
Member |
| |||||||||||||||
U.S. National Petroleum Council |
|
Member |
| |||||||||||||||
Catalyst Canada Advisory Board |
|
Member |
|
Stephen S. Poloz Age 65 Ottawa, Ontario, Canada Independent Director since June 4, 2020 Latest date of retirement May 2031 |
|
Mr. Poloz was Governor of the Bank of Canada from June 3, 2013 until completion of his seven-year term on June 2, 2020. He also served as Chairman for the Board of Directors of the Bank and a member of the Board of Directors of the Bank for International Settlements (BIS). Mr. Poloz held a number of senior positions with the Bank prior thereto. Mr. Poloz served as managing editor of The International Bank Credit Analyst, the flagship publication of BCA Research and is the former President & Chief Executive Officer of Export Development Canada. Mr. Poloz holds a BA (Bachelor of Arts) (Honours) from Queen’s University and MA (Master of Arts) (Economics) and PhD (Doctor of Philosophy) (Economics), both from the University of Western Ontario. He is a Certified International Trade Professional and a graduate of Columbia University’s Senior Executive Program. |
| |||||||||||||||
Enbridge Board/Board committee memberships |
2020 meeting attendance 1 |
|||||||||||||||||
Board of Directors 17 |
|
3 out of 3 |
|
100% |
| |||||||||||||
Audit, Finance & Risk 17 |
|
2 out of 2 |
100% |
|||||||||||||||
Safety & Reliability 17 |
|
1 out of 1 |
100% |
|||||||||||||||
Total |
|
6 out of 6 |
100% |
|||||||||||||||
Enbridge securities held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
- |
|
2,676 |
$118,398 |
$925,880 |
|||||||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
CGI Inc. (public IT and business consulting services company) |
|
Director Member, audit and risk management committee |
|
Dan C. Tutcher Age 72 Houston, Texas, USA Independent Director since May 3, 2006 Latest date of retirement May 2024 2020 annual meeting votes for: 97.81% |
|
Mr. Tutcher is on the Board of Directors of Gulf Capital Bank, where he is Chairman of Governance Committee. Mr. Tutcher was Managing Director, Public Securities on the Energy Infrastructure Equities team for Brookfield’s Public Securities Group from October 2018 until February 2021. Prior to joining Brookfield in 2018, Mr. Tutcher was President & Chair of the Board of Trustees of Center Coast MLP & Infrastructure Fund since 2013 and a Principal in Center Coast Capital Advisors L.P. since its inception in 2007. He was the Group Vice President, Transportation South of Enbridge, as well as President of Enbridge Energy Company, Inc. (general partner of former Enbridge sponsored affiliate Enbridge Energy Partners, L.P.) and Enbridge Energy Management, L.L.C. (another former Enbridge sponsored vehicle) from May 2001 until May 1, 2006. From 1992 to May 2001, he was the Chair of the Board of Directors, President & Chief Executive Officer of Midcoast Energy Resources, Inc. Mr. Tutcher holds a BBA (Bachelor of Business Administration) from Washburn University. |
| |||||||||||||||
Enbridge Board/Board committee memberships |
2020 meeting attendance 1 |
|||||||||||||||||
Board of Directors |
|
6 out of 6 |
|
100% |
| |||||||||||||
Corporate Social Responsibility |
|
3 out of 4 |
75% |
|||||||||||||||
Safety & Reliability (Chair) |
|
3 out of 4 |
75% |
|||||||||||||||
Total |
|
12 out of 14 |
86% |
|||||||||||||||
Enbridge securities held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
637,523 |
|
138,662 |
$34,346,186 |
$925,880 |
|||||||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Private 7 |
||||||||||||||||||
Gulf Capital Bank |
|
Director Chair, governance committee |
| |||||||||||||||
|
Former U.S.-listed company directorships (last 5 years) |
|
||||||||||||||||
|
Center Coast MLP & Infrastructure Fund |
|
|
1 |
Percentages are rounded to the nearest whole number. |
2 |
Ms. Carter was appointed to the Human Resources & Compensation Committee on May 4, 2020. |
3 |
Information about beneficial ownership and about securities controlled or directed was provided by the director nominees and is as at March 2, 2021. |
4 |
DSUs refer to deferred share units and are defined on page 59 of this Amendment No. 1 on Form 10-K/A. |
5 |
Total market value = number of common shares or deferred share units × closing price of Enbridge shares on the TSX on March 2, 2021 of $44.25, rounded to the nearest dollar. |
6 |
Directors must hold at least three times their annual US$242,250 Board retainer in DSUs or Enbridge shares within five years of becoming a director on our Board. Amounts are converted to C$ using US$1 = C$1.2740, the published WM/Reuters 4 pm London exchange rate for December 31, 2020. All director nominees meet or exceed this requirement except Mses. Madden and Cunningham, who have until February 12, 2024 and February 13, 2024, respectively, Mr. Goff, who has until February 11, 2025, and Mr. Poloz, who has until June 4, 2025, to meet this requirement. |
7 |
Public Private Not -for -profit |
8 |
Ms. Cunningham was appointed to the Corporate Social Responsibility Committee on May 4, 2020. |
9 |
Mr. Ebel is not a member of any Board committee, but as Chair of the Board he attends their meetings. |
10 |
Mr. Ebel’s stock options were Spectra Energy options that converted into options to purchase Enbridge shares upon the closing of the Merger Transaction (as defined on page 67). No new Enbridge stock options were granted to Mr. Ebel in his capacity as a Director of Enbridge or Chair of the Enbridge Board. |
11 |
Mr. England was appointed to the Corporate Social Responsibility Committee on May 4, 2020. |
12 |
Mr. Goff was appointed to the Governance Committee and the Human Resources & Compensation Committee on May 4, 2020. |
13 |
Ms. Kempston Darkes ceased being a member of the Corporate Social Responsibility Committee on May 4, 2020. |
14 |
Ms. Kempston Darkes is not standing for re-election to the Canadian National Railway Company board and will retire from that board in April 2021. |
15 |
Mr. Monaco is not a member of any Board committee, but as President & CEO he attends their meetings at the request of such committees. |
16 |
As President & CEO, Mr. Monaco is required to hold Enbridge shares equal to six times his base salary (see page 44). Mr. Monaco is not required to hold Enbridge shares as a director. |
17 |
Mr. Poloz was appointed to the Board on June 4, 2020. He was appointed to Audit, Finance & Risk Committee and the Safety & Reliability Committee on July 22, 2020. |
Name |
Independent |
Not independent |
Reason for non-independence |
|||||||
Gregory L. Ebel (Chair) |
✓ |
|||||||||
Pamela L. Carter |
✓ |
|||||||||
Marcel R. Coutu |
✓ |
|||||||||
Susan M. Cunningham |
✓ |
|||||||||
J. Herb England |
✓ |
|||||||||
Gregory J. Goff |
✓ |
|||||||||
V. Maureen Kempston Darkes |
✓ |
|||||||||
Teresa S. Madden |
✓ |
|||||||||
Al Monaco (President & CEO) |
✓ |
President & CEO of the company |
||||||||
Stephen S. Poloz |
✓ |
|||||||||
Dan. C. Tutcher |
✓ |
Director |
Audit, Finance & Risk Committee |
Corporate Social Responsibility Committee |
Governance Committee |
Human Resources & Compensation Committee |
Safety & Reliability Committee |
|||||||||||||||
Not Independent |
||||||||||||||||||||
Al Monaco 1 (President & CEO) |
||||||||||||||||||||
Independent |
||||||||||||||||||||
Pamela L. Carter |
✓ |
chair |
✓ |
|||||||||||||||||
Marcel R. Coutu 2 |
✓ |
✓ |
||||||||||||||||||
Susan M. Cunningham 3 |
chair |
✓ |
✓ |
|||||||||||||||||
Gregory L. Ebel 1 (Chair) |
||||||||||||||||||||
J. Herb England 2 |
✓ |
✓ |
✓ |
|||||||||||||||||
Gregory J. Goff |
✓ |
✓ |
||||||||||||||||||
V. Maureen Kempston Darkes 4 |
chair |
✓ |
||||||||||||||||||
Teresa S. Madden 2, 5 |
chair |
✓ |
||||||||||||||||||
Stephen S. Poloz |
✓ |
✓ |
||||||||||||||||||
Dan C. Tutcher 6 |
✓ |
chair |
1 |
Messrs. Monaco and Ebel are not members of any of the committees of the Board. They attend committee meetings in their capacities as President & CEO and Chair of the Board, respectively. |
2 |
Ms. Madden and Messrs. Coutu and England each qualify as an audit committee financial expert, as defined under the U.S. Securities Exchange Act of 1934 52-110 – Audit Committees |
3 |
Ms. Cunningham was appointed as Chair of the Corporate Social Responsibility Committee on May 4, 2020. |
4 |
Ms. Kempston Darkes was appointed as Chair of the Human Resources & Compensation Committee on May 4, 2020. |
5 |
Ms. Madden was appointed Chair of the Audit, Finance & Risk Committee on May 4, 2020. |
6 |
Mr. Tutcher was appointed Chair of the Safety & Reliability Committee on July 22, 2020. |
Area |
Carter |
Coutu |
Cunningham |
Ebel |
England |
Goff |
Kempston Darkes |
Madden |
Monaco |
Poloz |
Tutcher | |||||||||||
Managing and Leading Strategy and Growth |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ | |||||||||||
International |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ | |||||||||||
CEO / CFO / Executive Officer |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ | |||||||||||
Governance / Board |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ | |||||||||||
Operations (Oil & Gas / Energy) |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
— |
✓ | |||||||||||
Risk Oversight / Management |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ | |||||||||||
Corporate Social Responsibility & Sustainability |
✓ |
— |
✓ |
✓ |
— |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ | |||||||||||
Energy Marketing |
— |
✓ |
— |
✓ |
— |
✓ |
✓ |
✓ |
✓ |
— |
✓ | |||||||||||
Human Resources / Compensation |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
— |
✓ | |||||||||||
Investment Banking / Mergers and Acquisitions |
✓ |
✓ |
— |
✓ |
✓ |
✓ |
— |
✓ |
✓ |
— |
✓ | |||||||||||
Financial Literacy |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ | |||||||||||
Information Technology |
✓ |
✓ |
— |
✓ |
— |
✓ |
— |
✓ |
✓ |
— |
— | |||||||||||
Health, Safety & Environment |
✓ |
✓ |
✓ |
✓ |
— |
✓ |
✓ |
✓ |
✓ |
— |
✓ | |||||||||||
Public Policy and Government and Stakeholder Relations |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ | |||||||||||
Emerging Sectors / Growth Opportunities |
✓ |
✓ |
— |
✓ |
✓ |
✓ |
✓ |
✓ |
✓ |
— |
✓ |
• |
Canadian Securities Administrators National Policy 58-201 – Corporate Governance Guidelines 58-101 – Disclosure of Corporate Governance Practices 52-110 – Audit Committees |
• |
requirements of the CBCA; and |
• |
the corporate governance guidelines of the NYSE. |
• |
complying with the law, applicable rules and all policies; |
• |
avoiding conflicts of interest, including examples of acceptable forms of gifts and entertainment; |
• |
anti-corruption and money laundering; |
• |
acquiring, using and maintaining assets (including computers and communication devices) appropriately; |
• |
data privacy, records management, and proprietary, confidential and insider information; |
• |
protecting health, safety and the environment; |
• |
interacting with landowners, customers, shareholders, employees and others; and |
• |
respectful workplace/no harassment. |
Name |
Serve together on this board of a public company |
Serve on these committees | ||
Marcel R. Coutu |
Brookfield Asset Management Inc. |
Chair, audit committee Member, management resources and compensation committee | ||
V. Maureen Kempston Darkes |
Chair, risk management committee Member, management resources and compensation committee |
Priorities |
Actions | |||
1 |
Delivered distributable cash flow (“DCF”) and dividend growth |
• Strong financial and operating performance • Delivered $4.67 DCF per share 1 , above the midpoint of the 2020 guidance range• Increased dividend for the 25th consecutive year • Achieved $300 million of cost savings | ||
2 |
Advanced and extended secured growth program |
• Completed $1.6 billion of secured growth projects in 2020 • Added $5 billion of planned gas pipeline modernization and utility growth capital projects to secured growth inventory through 2023 • Reached final investment decisions on 500 MW Fécamp offshore wind farm • Completed construction of the U.S. portion of Line 3 Replacement Program in North Dakota and commenced construction on the final segment in Minnesota • Advanced development and construction on $16 billion of capital to be placed into service between 2021 and 2023 | ||
3 |
Maintained balance sheet strength and flexibility |
• Exited 2020 with 4.6x Debt-to-EBITDA • Maintained industry-leading investment grade credit ratings • Added $3 billion of available liquidity • Sold $400 million in assets, further strengthening financial flexibility | ||
4 |
Advanced strategic priorities |
• Advanced Mainline Contracting offering process with the Canada Energy Regulator • Completed rate proceedings on Texas Eastern, Algonquin and B.C. Pipeline systems • Realized synergy capture within Gas Distribution and Storage |
1 |
DCF per share is a non-GAAP measure; this measure is defined and reconciled in Item 11 – “Non-GAAP reconciliation”. |
Executive |
Annual base salary increase 1 |
Base salary reduction 2 |
Short-term incentive payment |
Medium-term incentive award |
Long-term incentive award |
|||||||||||||||
Al Monaco |
5% |
-15% |
207% |
520% |
130% |
|||||||||||||||
Colin K. Gruending |
25% 3 |
-10% |
130% |
320% |
80% |
|||||||||||||||
John K. Whelen |
3% |
-10% |
127% |
320% |
80% |
|||||||||||||||
William T. Yardley |
3% |
-10% |
121% |
320% |
80% |
|||||||||||||||
Vern D. Yu |
20% 3 |
-10% |
114% |
320% |
80% |
|||||||||||||||
Robert R. Rooney |
5% |
-10% |
114% |
280% |
70% |
1 |
Annual base salary increases were effective April 1, 2020. |
2 |
In response to the COVID-19 pandemic, reduced energy demand and reduced commodity prices, the CEO implemented voluntary base salary reductions, effective June 1, 2020. |
3 |
Mr. Gruending and Mr. Yu each received a base salary increase to better align their positioning relative to the competitive market, as part of a phased-in approach since their role changes in 2019. |
What we do |
What we don’t do |
|||||
✓ Use a pay-for-performance |
× |
|||||
✓ Use a blend of short-, medium- and long-term incentive awards that are linked to business plans for the respective timeframe |
× |
|||||
✓ Incorporate risk management principles into all decision-making processes to ensure compensation programs do not encourage inappropriate or excessive risk-taking by executives |
× re-price out-of-the-money |
|||||
✓ Regularly review executive compensation programs through third-party experts to ensure ongoing alignment with shareholders and regulatory compliance |
× |
|||||
✓ Use both preventative and incident-based safety, environmental and operational metrics that are directly linked to short-term incentive awards |
× |
|||||
✓ Have meaningful stock ownership requirements that align the interests of executives with those of Enbridge shareholders |
× |
|||||
✓ Benchmark executive compensation programs against a group of similar companies in Canada and the U.S. to ensure that executives are rewarded at competitive levels |
× non-employee directors |
|||||
✓ Have an incentive compensation clawback policy |
× |
|||||
✓ Use double-trigger change-in-control |
× gross-ups to awards |
Delivered strong financial results |
Optimized the base business | |||
• Achieved DCF per share 1 above the midpoint of guidance range• Solid operational performance across all business lines • 4.6x Debt-to-EBITDA |
• Achieved $300 million in cost savings • Completed rate proceedings on Texas Eastern, Algonquin and B.C. Pipeline • Captured synergies through amalgamated utilities | |||
Growing organically |
Executed capital program | |||
• Added approximately $5 billion of growth capital to the secured growth inventory in 2020 • Completed construction of the U.S. portion of Line 3 Replacement Program in North Dakota and commenced construction on the final segment in Minnesota |
• Completed $1.6 billion of secured growth projects, including the final phase of Atlantic Bridge, Sabal Trail Phase II, the 2020 Modernization Program within Gas Transmission and Midstream, and the 2020 Utility Growth Program, including the Owen Sound Reinforcement and Windsor Line Replacement projects |
1 |
DCF per share is a non-GAAP measure; this measure is defined and reconciled in Item 11 – “Non-GAAP reconciliation”. |
Project |
Expected ISD |
Capital ($B) 1 |
||||||
Gas Transmission and Midstream |
Sabal Trail Phase II |
In-service |
US$0.1 |
|||||
2020 Modernization Program |
In-service |
US$0.7 |
||||||
Gas Distribution and Storage |
2020 Utility Growth Program |
In-service |
0.5 |
|||||
2020 Total |
1.6 |
1 |
U.S. dollars have been converted to Canadian dollars using an exchange rate of US$1 = C$1.30. |
1 |
DCF and DCF per share are non-GAAP measures; these measures are defined and reconciled in Item 11 – “Non-GAAP reconciliation”. |
• |
attract and retain a highly effective executive team; |
• |
align executives’ actions with Enbridge’s business strategy and the interests of Enbridge shareholders and other stakeholders; and |
• |
incentivize and reward executives for short-, medium- and long-term performance. |
Executive |
Base salary at January 1, 2020 1 |
April 1, 2020 increase % |
Base salary at April 1, 2020 1 |
June 1, 2020 reduction % |
Base salary at December 31, 2020 1 |
Total % change in base salary in 2020 |
||||||||||||||||||
Al Monaco |
$ |
1,630,000 |
5% |
$ |
1,712,000 |
-15% |
$ |
1,455,200 |
-11% |
|||||||||||||||
Colin K. Gruending |
$ |
525,000 |
25% |
$ |
656,300 |
-10% |
$ |
590,670 |
13% |
|||||||||||||||
John K. Whelen |
$ |
641,200 |
3% |
$ |
660,400 |
-10% |
$ |
594,360 |
-7% |
|||||||||||||||
William T. Yardley |
$ |
725,290 |
3% |
$ |
747,075 |
-10% |
$ |
672,367 |
-7% |
|||||||||||||||
Vern D. Yu |
$ |
569,300 |
20% |
$ |
683,200 |
-10% |
$ |
614,880 |
8% |
|||||||||||||||
Robert R. Rooney |
$ |
569,300 |
5% |
$ |
597,800 |
-10% |
$ |
538,020 |
-5% |
1 |
U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.2740. |
Executive |
2020 target STIP (% of base salary) |
2020 target STIP 1 2 |
Performance Measure Weighting |
2019 target STIP (% of base salary) |
||||||||||||||||||||
Corporate |
Business Unit |
Individual |
||||||||||||||||||||||
Al Monaco |
145 |
% |
$ |
2,241,900 |
60 |
% |
20 |
% |
20 |
% |
140 |
% | ||||||||||||
Colin K. Gruending |
90 |
% |
$ |
528,370 |
60 |
% |
20 |
% |
20 |
% |
80 |
% | ||||||||||||
John K. Whelen 3 |
90 |
% |
$ |
488,240 |
60 |
% |
20 |
% |
20 |
% |
80 |
% | ||||||||||||
William T. Yardley |
90 |
% |
$ |
630,020 |
40 |
% |
40 |
% |
20 |
% |
80 |
% | ||||||||||||
Vern D. Yu |
90 |
% |
$ |
555,120 |
40 |
% |
40 |
% |
20 |
% |
80 |
% | ||||||||||||
Robert R. Rooney |
80 |
% |
$ |
445,920 |
60 |
% |
20 |
% |
20 |
% |
75 |
% |
1 |
U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.2740. |
2 |
2020 target STIP awards are based on base salary earned in 2020. |
3 |
Mr. Whelen’s 2020 target STIP award has been prorated based on his retirement date of November 15, 2020. |
2020 corporate STIP metric |
DCF per share 1 |
Performance multiplier 2 | ||
Threshold (guidance minimum) |
$4.50 |
0.5x | ||
Target (guidance midpoint) |
$4.65 |
1.0x | ||
Maximum (guidance maximum) |
$4.80 |
2.0x | ||
Actual |
$4.69 |
1.27x |
1 |
DCF per share is a non-GAAP measure; this measure is defined and reconciled in Item 11 – “Non-GAAP reconciliation”. |
2 |
DCF per share between thresholds in this table result in a performance multiplier calculated on a linear basis. |
Executive |
Business unit metrics |
Description | ||
Al Monaco |
Composite measure 1 |
• Non-financial operating measures for the combined enterprise (including enterprise safety and environment) | ||
Colin K. Gruending |
Central Functions |
• Weighted average of overall business unit results • Financial (corporate cost containment) | ||
John K. Whelen |
Central Functions (70%) |
• Weighted average of overall business unit results • Financial (corporate cost containment) | ||
Energy Marketing (20%) |
• Financial, operating and commercial measures for the Energy Marketing business unit | |||
Power Operations (10%) |
• Financial, operating and commercial measures for the Power Operations business unit | |||
William T. Yardley |
Gas Transmission and Midstream |
• Financial, operating and commercial measures for the Gas Transmission and Midstream business unit | ||
Vern D. Yu |
Liquids Pipelines |
• Financial, operating and commercial measures for the Liquids Pipelines business unit | ||
Robert R. Rooney |
Central Functions |
• Weighted average of overall business unit results • Financial (corporate cost containment) |
1 |
The business unit metric for Mr. Monaco is a composite measure, representing enterprise-wide performance as, in his capacity as President & CEO, he oversees the overall organization. |
Executive |
Corporate multiplier |
x |
Weight |
+ |
Business Unit multiplier |
x |
Weight |
+ |
Individual multiplier |
x |
Weight |
= |
Overall multiplier |
|||||||||||||||||||||||||||||||||||||||
Al Monaco |
1.27 |
x |
60 |
% |
+ |
1.34 |
x |
20 |
% |
+ |
2.00 |
x |
20 |
% |
= |
1.43 |
||||||||||||||||||||||||||||||||||||
Colin K. Gruending |
1.27 |
x |
60 |
% |
+ |
1.50 |
x |
20 |
% |
+ |
1.90 |
x |
20 |
% |
= |
1.44 |
||||||||||||||||||||||||||||||||||||
John K. Whelen |
1.27 |
x |
60 |
% |
+ |
1.56 |
x |
20 |
% |
+ |
1.70 |
x |
20 |
% |
= |
1.41 |
||||||||||||||||||||||||||||||||||||
William T. Yardley |
1.27 |
x |
40 |
% |
+ |
1.15 |
x |
40 |
% |
+ |
1.90 |
x |
20 |
% |
= |
1.35 |
||||||||||||||||||||||||||||||||||||
Vern D. Yu |
1.27 |
x |
40 |
% |
+ |
0.95 |
x |
40 |
% |
+ |
1.90 |
x |
20 |
% |
= |
1.27 |
||||||||||||||||||||||||||||||||||||
Robert R. Rooney |
1.27 |
x |
60 |
% |
+ |
1.50 |
x |
20 |
% |
+ |
1.80 |
x |
20 |
% |
= |
1.42 |
Executive |
Base salary 1 2 ($) |
x |
STIP target (%) |
x |
Overall multiplier |
= |
Calculated award ($) 1 |
Actual award ($) 1 |
||||||||||||||||||||||||
Al Monaco |
1,546,139 |
x |
145 |
% |
x |
1.43 |
= |
3,205,919 |
3,205,919 |
|||||||||||||||||||||||
Colin K. Gruending |
587,074 |
x |
90 |
% |
x |
1.44 |
= |
761,904 |
761,904 |
|||||||||||||||||||||||
John K. Whelen |
542,492 |
x |
90 |
% |
x |
1.41 |
= |
690,766 |
690,766 |
|||||||||||||||||||||||
William T. Yardley |
700,018 |
x |
90 |
% |
x |
1.35 |
= |
849,262 |
849,262 |
|||||||||||||||||||||||
Vern D. Yu |
616,801 |
x |
90 |
% |
x |
1.27 |
= |
703,893 |
703,893 |
|||||||||||||||||||||||
Robert R. Rooney |
557,394 |
x |
80 |
% |
x |
1.42 |
= |
634,091 |
634,091 |
1 |
U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.2740. |
2 |
Base salary used in the calculation is reflective of base salary earned in 2020. |
PSU |
RSU |
ISO | ||||
Term |
Three years |
Three years |
10 years | |||
Description |
Phantom share/units with performance conditions that affect the payout |
Phantom share/units |
Options to acquire Enbridge shares For U.S. participants, awards are granted in non-qualified options that do not meet the requirements of section 422 of the U.S. Internal Revenue Code | |||
Frequency |
Granted annually |
Granted annually |
Granted annually | |||
Performance conditions |
50% DCF per share growth relative to a target set at the beginning of the term |
n/a |
n/a | |||
50% total shareholder return (“TSR”) performance relative to peers | ||||||
Vesting |
Units cliff vest at the end of the term including dividend equivalents as additional units |
Units cliff vest at the end of the term including dividend equivalents as additional units |
Options vest 25% per year over four years, starting on the first anniversary of the grant date | |||
Payout |
Paid out in cash based on market value of an Enbridge share at the end of the term, subject to adjustment from 0-200% based on achievement of the performance conditions above |
Settled in shares at the end of the term |
Participant acquires Enbridge shares at the exercise price defined as fair market value at the time of grant |
Executive |
Total 2020 target medium- and long- term incentives |
Annual grant |
||||||||||||
PSUs |
RSUs |
ISOs |
||||||||||||
Al Monaco |
650 |
% |
390% |
130 |
% |
130 |
% | |||||||
Colin K. Gruending |
400 |
% |
240% |
80 |
% |
80 |
% | |||||||
John K. Whelen |
400 |
% |
240% |
80 |
% |
80 |
% | |||||||
William T. Yardley |
400 |
% |
240% |
80 |
% |
80 |
% | |||||||
Vern D. Yu |
400 |
% |
240% |
80 |
% |
80 |
% | |||||||
Robert R. Rooney |
350 |
% |
210% |
70 |
% |
70 |
% |
• |
DCF per share growth. This measure represents a commitment to Enbridge shareholders to achieve distributable cash flow growth that demonstrates Enbridge’s ability to deliver on its growth plan and continued dividend increases. Measurement against Enbridge’s long-range plan, as well as against industry growth rates, differentiates this metric compared to its use in the STIP, which is based on the 1-year external guidance range. The different measurement standards are designed to avoid excessive overlap between Enbridge’s compensation programs. Furthermore, DCF per share growth is only one of two equally weighted metrics used for PSUs. |
• |
Relative TSR. |
Performance comparator group: relative TSR | ||
Canadian Utilities Limited |
NextEra Energy Inc. | |
CenterPoint Energy, Inc. |
NiSource Inc. | |
Dominion Resources |
ONEOK, Inc. | |
DTE Energy Company |
Pembina Pipeline Corporation | |
Duke Energy Corporation |
PG&E Corporation | |
Energy Transfer LP |
Plains All American Pipeline, L.P. | |
Enterprise Products Partners, L.P. |
Sempra Energy | |
Fortis Inc. |
The Southern Company | |
Inter Pipeline Ltd. |
TC Energy Corporation | |
Kinder Morgan, Inc. |
The Williams Companies, Inc. | |
Magellan Midstream Partners, L.P. |
Executive |
Number of PSUs granted (#) |
Grant value (as % of base salary) 1 |
||||||
Al Monaco |
|
124,500 |
|
|
390% |
| ||
Colin K. Gruending |
|
24,680 |
|
|
240% |
| ||
John K. Whelen |
|
30,140 |
|
|
240% |
| ||
William T. Yardley |
|
35,260 |
|
|
240% |
| ||
Vern D. Yu |
|
26,760 |
|
|
240% |
| ||
Robert R. Rooney |
|
23,410 |
|
|
210% |
|
1 |
PSU grant sizes were based on the 20-day volume weighted average share price immediately preceding January 1, 2020. |
Executive |
Number of RSUs granted (#) |
Grant value (as % of base salary) 1 |
||||||
Al Monaco |
|
41,500 |
|
|
130% |
| ||
Colin K. Gruending |
|
8,230 |
|
|
80% |
| ||
John K. Whelen |
|
10,050 |
|
|
80% |
| ||
William T. Yardley |
|
11,750 |
|
|
80% |
| ||
Vern D. Yu |
|
8,920 |
|
|
80% |
| ||
Robert R. Rooney |
|
7,800 |
|
|
70% |
|
1 |
RSU grant sizes were based on the 20-day volume weighted average share price immediately preceding January 1, 2020. |
Executive |
Number of ISOs granted (#) |
Grant value (as % of base salary) 1 |
||||||
Al Monaco |
614,200 |
130 |
% | |||||
Colin K. Gruending |
121,740 |
80 |
% | |||||
John K. Whelen |
148,680 |
80 |
% | |||||
William T. Yardley |
129,020 |
80 |
% | |||||
Vern D. Yu |
132,010 |
80 |
% | |||||
Robert R. Rooney |
115,510 |
70 |
% |
1 |
Differences in value as reported in the 2020 summary compensation table are not reflective of discretionary adjustments but rather are due to differences in valuations using the Black-Scholes model at the time of approval and grant date. |
Multiplier 1 |
DCF per share compound growth |
TSR | ||||
Threshold |
0.0x |
3.4% |
at or below 25th percentile | |||
Target |
1.0x |
6.0% |
at median | |||
Maximum |
2.0x |
11.0% |
at or above 75th percentile | |||
Actual |
1.82x |
9.15% (1.63x multiplier) |
77th percentile (2.00x multiplier) |
1 |
Performance between the thresholds in this table results in a performance multiplier calculated on a linear basis. |
Performance comparator group: relative TSR | ||
Canadian Utilities Limited |
NiSource Inc. | |
Dominion Resources |
ONEOK, Inc. | |
DTE Energy Company |
Pembina Pipeline Corporation | |
Energy Transfer LP |
PG&E Corporation | |
Enterprise Products Partners, L.P. |
Plains All American Pipeline, L.P. | |
Fortis Inc. |
Sempra Energy | |
Inter Pipeline Ltd. |
TC Energy Corporation | |
Kinder Morgan, Inc. |
The Williams Companies, Inc. | |
Magellan Midstream Partners, L.P. |
Executive |
PSUs granted (#) |
+ |
Notionally reinvested dividends (#) |
Total PSUs (#) |
x |
Performance multiplier |
x |
Final share price 1 2 ($) |
= |
Payout ($) |
||||||||||||||||||||||||||||||
Al Monaco |
103,590 |
+ |
22,849 |
126,439 |
x |
1.82x |
x |
42.26 |
= |
9,724,864 |
||||||||||||||||||||||||||||||
Colin K. Gruending |
6,440 |
+ |
1,421 |
7,861 |
x |
1.82x |
x |
42.26 |
= |
604,577 |
||||||||||||||||||||||||||||||
John K. Whelen |
27,125 |
+ |
5,983 |
33,108 |
x |
1.82x |
x |
42.26 |
= |
2,546,456 |
||||||||||||||||||||||||||||||
William T. Yardley |
32,070 |
+ |
7,092 |
39,162 |
x |
1.82x |
x |
41.88 |
= |
2,984,853 |
||||||||||||||||||||||||||||||
Vern D. Yu |
16,440 |
+ |
3,626 |
20,066 |
x |
1.82x |
x |
42.26 |
= |
1,543,361 |
||||||||||||||||||||||||||||||
Robert R. Rooney |
20,090 |
+ |
4,431 |
24,521 |
x |
1.82x |
x |
42.26 |
= |
1,886,017 |
1 |
The volume weighted average share price of an Enbridge share on the TSX or NYSE for the 20 trading days immediately preceding December 31, 2020. |
2 |
U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.2740. |
Executive |
Total phantom stock units (#) |
x |
Final share price 1 2 ($) |
= |
Payout ($) 2 3 |
|||||||||||||||
William T. Yardley |
17,908 |
x |
53.76 |
= |
962,820 |
1 |
The closing price of an Enbridge share on the NYSE on February 14, 2020. |
2 |
U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.2740. |
3 |
In addition to the amount above, a dividend payout in cash of US$109,938 was made. |
Executive |
RSUs granted (#) |
+ |
Notionally reinvested dividends (#) |
Total RSUs (#) |
x |
Final share price 1 ($) |
= |
Payout ($) | ||||||||
Colin K. Gruending |
4,960 |
+ |
998 |
5,958 |
x |
38.25 |
= |
227,877 |
1 |
The volume weighted average share price of an Enbridge share on the TSX for the 20 trading days immediately preceding December 1, 2020. |
Executive |
RSUs granted (#) |
+ |
Notionally reinvested dividends (#) |
Total RSUs (#) |
x |
Final share price 1 2 ($) |
= |
Payout 2 ($) |
||||||||||||||||||||||||
William T. Yardley |
8,084 |
+ |
522 |
8,606 |
x |
37.61 |
= |
323,675 |
1 |
The volume weighted average share price of an Enbridge share on the NYSE for the 20 trading days immediately preceding May 8, 2020. |
2 |
U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.2740. |
• |
A summary of individual accomplishments in 2020; and |
• |
2020 pay mix (2020 base salary, STIP with respect to 2020 and medium- and long-term incentives granted in 2020). |
President & CEO Mr. Monaco is responsible for setting and executing Enbridge’s strategic priorities and serves on the company’s Board of Directors. |
President & CEO compensation Our President & CEO is primarily responsible for executing our long-term business strategy as well as shorter-term strategies that support our long-term objectives. The HRC Committee recognizes that Mr. Monaco is managing a changing and increasingly complex business and that it is important to reward these efforts. In 2020, these efforts included decisive action to mitigate the impact of COVID-19 on our financial and operational performance as well as on the health and safety of our employees, customers and communities. The HRC Committee believes Mr. Monaco’s compensation should be consistent with this level of responsibility and thus evaluates his pay annually and, if necessary, adjusts it to ensure it is aligned with the market and our strategic goals. Recent adjustments to certain elements of Mr. Monaco’s pay have resulted in an increase in his target total direct compensation. These adjustments demonstrate the HRC Committee’s efforts to bring his pay closer to the market median, using a phased-in approach over a period of years, and to recognize his role in the company’s success. Consistent with our philosophy, a significant portion of the overall increase was delivered through LTIP, which are aligned to the achievement of our strategic priorities and with shareholder interests. |
|
Executive Vice President & Chief Financial Officer Mr. Gruending is responsible for all corporate financial affairs of the company, including financial planning and reporting, tax, treasury and financial risk management. |
Former Executive Vice President Mr. Whelen was responsible for all corporate development affairs of the company, strategy and planning, Energy Services and the Power business. |
Executive Vice President & President, Gas Transmission & Midstream Mr. Yardley is responsible for Enbridge’s natural gas transmission and midstream business across North America. |
Executive Vice President & President, Liquids Pipelines Mr. Yu is responsible for Enbridge’s crude oil and liquids pipeline business across North America. |
Executive Vice President & Chief Legal Officer Mr. Rooney is responsible for the legal, ethics and compliance, security and aviation functions across Enbridge. |
• |
Eligibility: members of senior management join the SMPP on the later of their date of hire or promotion to a senior management position; |
• |
Vesting: plan participants are fully vested immediately; |
• |
Retirement age: normal retirement date is age 65. Participants can retire with an unreduced pension at age 60, or as early as age 55 if they have 30 years of service. If they have less than 30 years of service, they can still retire as early as age 55, but their retirement benefit is reduced by 3% per year before age 60; |
• |
Adjustment for inflation: retirement benefits are indexed at 50% of the annual increase in the consumer index price; and |
• |
Survivor benefits: the pension is payable for the life of the member. If the member is single at retirement, 15 years of pension payments are guaranteed. If the member is married at retirement and dies before their spouse, 60% of the pension will continue to be paid to the spouse for his/her lifetime. |
• |
Retirement Plan for Employees of Enbridge Inc. and Affiliates; |
• |
Enbridge Employee Services, Inc. Employees’ Pension Plan; |
• |
Enbridge Supplemental Pension Plan; and |
• |
Enbridge Employee Services Inc. Supplemental Pension Plan for United States Employees |
Executive 8 |
Credited service (years) |
Annual benefits payable |
Accrued obligation at Jan 1, 2020 ($) |
Compensatory change 1 ($) |
Non- compensatory change 2 ($) |
Accrued obligation at Dec 31, 2020 ($) |
||||||||||||||||||||||
At year end ($) |
At age 65 ($) |
|||||||||||||||||||||||||||
A |
B |
C |
A+B+C |
|||||||||||||||||||||||||
Al Monaco 3 |
22.08 |
1,463,000 |
1,625,000 |
26,182,000 |
1,462,000 |
2,333,000 |
29,977,000 |
|||||||||||||||||||||
Colin K. Gruending 4 |
17.25 |
232,000 |
530,000 |
4,681,000 |
1,017,000 |
675,000 |
6,373,000 |
|||||||||||||||||||||
John K. Whelen 5 |
23.03 |
447,000 |
447,000 |
8,039,000 |
525,000 |
1,438,000 |
10,002,000 |
|||||||||||||||||||||
William T. Yardley 6 7 |
20.13 |
201,000 |
363,000 |
2,778,000 |
396,000 |
289,000 |
3,463,000 |
|||||||||||||||||||||
Vern D. Yu |
19.75 |
343,000 |
525,000 |
6,368,000 |
1,177,000 |
877,000 |
8,422,000 |
|||||||||||||||||||||
Robert R. Rooney |
3.92 |
67,000 |
86,000 |
895,000 |
349,000 |
136,000 |
1,380,000 |
1 |
The components of compensatory change are current service cost and the difference between actual and estimated pensionable earnings. |
2 |
The non-compensatory change includes interest on the accrued obligation at the start of the year, changes in actuarial assumptions and other experience gains and losses not related to compensation. |
3 |
Mr. Monaco’s retirement benefit is calculated using a 2.5% accrual rate for each year of credited service between 2008 and 2013. The higher accrual rate is equivalent to approximately 1.50 years of credited service. Upon Mr. Monaco’s appointment to President & CEO, a cap to the annual pension payable of $1,750,000 was implemented. |
4 |
Mr. Gruending’s SMPP retirement benefits earned after December 31, 2017 are not indexed for inflation. |
5 |
Mr. Whelen’s annual benefits payable and accrued obligation at year end reflects his retirement in 2020. |
6 |
The impact of changes to exchange rates on Mr. Yardley’s accrued obligation is reflected in the non-compensatory change. The accrued obligation for Mr. Yardley’s cash balance retirement benefits prior to joining the SMPP are US$1,019,509 at the start of the year and US$1,060,289 at year end. |
7 |
U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.2740. |
8 |
In 2020, all NEOs were granted a temporary hold-harmless against a reduction to their SMPP pension resulting from the significant reductions in base salary should they retire within 5 years of the reduction. These base salary reductions were related to the impacts of COVID-19, reduced energy demand and reduced commodity prices, and were not intended to have a permanent impact on the SMPP lifetime pensions. As indicated under “2021 changes” on page 33, NEO base salaries are to be reinstated in 2021. |
Executive |
Accumulated value at Jan 1, 2020 ($) |
Compensatory change 1 ($) |
Accumulated value at Dec 31, 2020 ($) |
|||||||||
Al Monaco |
72,413 |
- |
77,811 |
|||||||||
Colin K. Gruending |
79,400 |
- |
82,499 |
|||||||||
John K. Whelen |
79,579 |
- |
83,086 |
|||||||||
Vern D. Yu |
79,916 |
- |
84,966 |
1 |
The compensatory change is equal to contributions made by the company during 2020. |
Nature of work |
Approximate fees in 2020 ($) |
Approximate fees in 2019 ($) | ||||||||
Executive compensation related fees 1 |
|
296,735 |
|
|
296,632 |
|||||
All other fees 2 |
|
5,658,518 |
|
|
6,148,371 |
|||||
Total |
|
5,955,253 |
|
|
6,445,003 |
|
1 |
Includes all fees related to executive compensation associated with the President & CEO and the executive leadership team. |
2 |
Includes fees paid for other matters that apply to Enbridge as a whole, such as pension actuarial valuations, renewal and pricing of benefit plans, evaluation of geographic market differences and regulatory proceedings support. Also includes significant risk brokerage service fees paid to Marsh for services provided to our operating affiliates. |
2020 compensation peer group |
| |
Canadian National Railway Company |
NextEra Energy Inc. | |
Canadian Natural Resources Limited |
Occidental Petroleum Corporation | |
Chevron Corporation |
Phillips 66 | |
Conoco Phillips |
Schlumberger Limited | |
Dominion Resources Inc. |
Suncor Energy Inc. | |
Duke Energy Corporation |
The Southern Company | |
Energy Transfer Partners, L.P. |
The Williams Companies Inc. | |
Enterprise Products LP |
TC Energy Corporation | |
Halliburton Company |
Union Pacific Corporation | |
Kinder Morgan Inc. |
Name and principal position 1 |
Year |
Salary ($) |
Stock- based awards 2 ($) |
Option- based awards 3 ($) |
Non- equity incentive plan compen- sation 4 |
Pension value 5 ($) |
All other compen- sation 6 ($) |
Total ($) | ||||||||||||||||||||||||||||||||
Al Monaco President & Chief Executive Officer |
2020 |
1,546,139 |
8,475,960 |
2,303,250 |
3,205,919 |
1,462,000 |
61,568 |
17,054,836 |
||||||||||||||||||||||||||||||||
2019 |
1,592,878 |
6,129,560 |
3,327,732 |
3,687,712 |
3,195,000 |
60,502 |
17,993,384 |
|||||||||||||||||||||||||||||||||
2018 |
1,479,450 |
4,439,868 |
2,777,446 |
3,473,453 |
1,141,000 |
68,509 |
13,379,726 |
|||||||||||||||||||||||||||||||||
Colin K. Gruending Executive Vice President & Chief Financial Officer |
2020 |
587,074 |
1,680,385 |
456,525 |
761,904 |
1,017,000 |
12,032 |
4,514,919 |
||||||||||||||||||||||||||||||||
2019 |
467,122 |
1,225,912 |
316,315 |
583,360 |
1,498,000 |
25,460 |
4,116,169 |
|||||||||||||||||||||||||||||||||
2018 |
361,656 |
496,675 |
172,549 |
338,078 |
421,000 |
231,272 |
2,021,230 |
|||||||||||||||||||||||||||||||||
John K. Whelen Former Executive Vice President |
2020 |
542,492 |
2,052,101 |
557,550 |
690,766 |
525,000 |
73,105 |
4,441,015 |
||||||||||||||||||||||||||||||||
2019 |
635,849 |
1,604,385 |
870,883 |
821,199 |
645,000 |
17,568 |
4,594,884 |
|||||||||||||||||||||||||||||||||
2018 |
619,500 |
1,244,477 |
758,499 |
886,132 |
126,000 |
33,466 |
3,668,074 |
|||||||||||||||||||||||||||||||||
William T. Yardley Executive Vice President & President, Gas Transmission & Midstream |
2020 |
700,018 |
2,320,853 |
598,335 |
849,262 |
396,000 |
32,065 |
4,896,533 |
||||||||||||||||||||||||||||||||
2019 |
732,029 |
3,828,546 |
1,069,747 |
767,701 |
351,400 |
32,993 |
6,782,416 |
|||||||||||||||||||||||||||||||||
2018 |
751,161 |
1,570,650 |
847,539 |
968,697 |
359,000 |
32,958 |
4,530,005 |
|||||||||||||||||||||||||||||||||
Vern D. Yu Executive Vice President & President, Liquids Pipelines |
2020 |
616,801 |
1,821,821 |
495,038 |
703,893 |
1,177,000 |
22,579 |
4,837,131 |
||||||||||||||||||||||||||||||||
2019 |
564,541 |
1,424,276 |
773,196 |
711,996 |
1,478,000 |
22,648 |
4,974,657 |
|||||||||||||||||||||||||||||||||
2018 |
450,000 |
723,196 |
440,752 |
900,000 |
122,000 |
29,030 |
2,664,978 |
|||||||||||||||||||||||||||||||||
Robert R. Rooney Executive Vice President & Chief Legal Officer |
2020 |
557,394 |
1,593,583 |
433,163 |
634,091 |
349,000 |
18,167 |
3,585,397 |
||||||||||||||||||||||||||||||||
2019 |
564,541 |
1,139,225 |
618,565 |
689,992 |
286,000 |
10,283 |
3,308,606 |
|||||||||||||||||||||||||||||||||
2018 |
550,000 |
883,759 |
538,734 |
729,299 |
236,000 |
20,742 |
2,958,534 |
1 |
Mr. Whelen retired effective November 15, 2020. |
2 |
The amounts disclosed in this column include the aggregate grant date fair value of PSUs and RSUs granted in 2020, 2019 and 2018. These amounts are calculated by multiplying the number of performance and restricted stock units by the unit values in the table below: |
Year granted |
C$ |
US$ | ||||||||
2020 |
51.06 |
|
38.75 |
|||||||
2019 |
48.81 |
|
36.97 |
|||||||
2018 |
43.99 |
|
38.59 |
In May 2019, Mr. Yardley was granted 40,421 RSUs with grant date fair value of US$37.11. |
3 |
The amounts in this column represent the grant date fair value of stock option awards granted to each of the NEOs. The grant date fair value of stock option awards is measured using the Black-Scholes option-pricing model, based on the following assumptions: |
February 2020 |
February 2019 |
February 2018 | ||||||||||||||||||||||||||||
Assumptions |
C$ |
US$ |
C$ |
US$ |
C$ |
US$ | ||||||||||||||||||||||||
Expected option term |
6 years |
6 years |
6 years |
6 years |
6 years |
6 years | ||||||||||||||||||||||||
Expected volatility |
17.587% |
20.283% |
18.318% |
21.802% |
21.077% |
21.893% | ||||||||||||||||||||||||
Expected dividend yield |
5.847% |
5.847% |
5.961% |
5.961% |
6.377% |
6.377% | ||||||||||||||||||||||||
Risk free interest rate |
1.314% |
1.416% |
1.615% |
2.333% |
2.088% |
2.694% | ||||||||||||||||||||||||
Exercise price |
$55.54 |
$41.97 |
$48.30 |
$36.71 |
$43.02 |
$33.97 | ||||||||||||||||||||||||
Option value |
$3.75 |
$3.64 |
$4.03 |
$4.07 |
$3.82 |
$3.40 |
4 |
The amounts disclosed in this column represent amounts paid under the Enbridge Inc. STIP with respect to the 2020, 2019 and 2018 performance years. |
5 |
The pension values are equal to the compensatory change shown in the defined benefit plan table. |
6 |
The table below describes the elements comprising the amounts presented in this column for 2020: |
Executive |
Matching contribution under retirement savings plan ($) |
Excess flexible benefit credit a ($) |
Unused vacation ($) |
Personal use of company aircraft ($) |
Parking ($) |
Other benefits b ($) |
Total ($) | ||||||||||||||||||||||||||||
Al Monaco |
- |
40,854 |
- |
7,865 |
6,108 |
6,741 |
61,568 | ||||||||||||||||||||||||||||
Colin K. Gruending |
- |
7,232 |
- |
- |
4,800 |
- |
12,032 | ||||||||||||||||||||||||||||
John K. Whelen |
- |
4,244 |
59,817 |
- |
4,200 |
4,844 |
73,105 | ||||||||||||||||||||||||||||
William T. Yardley |
21,786 |
- |
- |
8,950 |
- |
1,329 |
32,065 | ||||||||||||||||||||||||||||
Vern D. Yu |
- |
12,083 |
- |
- |
4,800 |
5,696 |
22,579 | ||||||||||||||||||||||||||||
Robert R. Rooney |
- |
11,872 |
- |
- |
4,800 |
1,495 |
18,167 |
a) |
For the NEOs domiciled in Canada, flexible benefit credits are provided based on their family status and base salary. These credits can be used to purchase benefits or can be paid in cash. Participants could receive up to 2.5% of base salary in matching contributions towards their flexible benefit credits if they made contributions into their Savings Plan. This amount represents the excess flexible benefit credits paid to the NEO. |
b) |
Other benefits include executive medical and other incidental compensation. |
Option-based awards 1 |
Share-based awards |
|||||||||||||||||||||||||||||||
|
Number of securities underlying unexercised options (#) |
Option exercise price 2 ($) |
Option expiry date |
Value of in-the-money unexercised options 3 |
Number of units that have not vested 4 5 (#) |
Market or payout value of units not vested 3 ($) |
Market or value of vested share-based awards not paid out or distributed 3 6 ($) |
|||||||||||||||||||||||||
Named executive officer |
Vested ($) |
Unvested ($) |
||||||||||||||||||||||||||||||
Al Monaco |
614,200 |
55.54 |
2/20/2030 |
0 |
0 |
43,966 |
1,789,860 |
|||||||||||||||||||||||||
825,740 |
48.30 |
2/21/2029 |
0 |
0 |
131,898 |
5,369,580 |
||||||||||||||||||||||||||
727,080 |
43.02 |
2/27/2028 |
0 |
0 |
141,635 |
5,765,960 |
||||||||||||||||||||||||||
584,000 |
55.84 |
2/28/2027 |
0 |
0 |
- |
- |
9,724,864 |
|||||||||||||||||||||||||
365,000 |
44.06 |
3/1/2026 |
0 |
0 |
||||||||||||||||||||||||||||
196,000 |
59.08 |
3/2/2025 |
0 |
0 |
||||||||||||||||||||||||||||
199,000 |
48.81 |
3/13/2024 |
0 |
0 |
||||||||||||||||||||||||||||
229,000 |
44.83 |
2/27/2023 |
0 |
0 |
||||||||||||||||||||||||||||
147,500 |
38.34 |
3/2/2022 |
349,575 |
0 |
||||||||||||||||||||||||||||
Colin K. Gruending |
121,740 |
55.54 |
2/20/2030 |
0 |
0 |
8,719 |
354,953 |
|||||||||||||||||||||||||
78,490 |
48.30 |
2/21/2029 |
0 |
0 |
26,147 |
1,064,428 |
||||||||||||||||||||||||||
45,170 |
43.02 |
2/27/2028 |
0 |
0 |
28,108 |
1,144,261 |
||||||||||||||||||||||||||
48,670 |
55.84 |
2/28/2027 |
0 |
0 |
- |
- |
604,577 |
|||||||||||||||||||||||||
64,600 |
44.06 |
3/1/2026 |
0 |
0 |
||||||||||||||||||||||||||||
64,780 |
59.08 |
3/2/2025 |
0 |
0 |
||||||||||||||||||||||||||||
66,500 |
48.81 |
3/13/2024 |
0 |
0 |
||||||||||||||||||||||||||||
72,000 |
44.83 |
2/27/2023 |
0 |
0 |
||||||||||||||||||||||||||||
69,750 |
38.34 |
3/2/2022 |
165,308 |
0 |
||||||||||||||||||||||||||||
John K. Whelen |
148,680 |
55.54 |
11/15/2025 |
0 |
0 |
2,772 |
112,848 |
|||||||||||||||||||||||||
216,100 |
48.30 |
11/15/2023 |
0 |
0 |
9,749 |
396,900 |
||||||||||||||||||||||||||
198,560 |
43.02 |
11/15/2023 |
0 |
0 |
23,432 |
953,936 |
||||||||||||||||||||||||||
152,910 |
55.84 |
11/15/2023 |
0 |
0 |
- |
- |
2,546,456 |
|||||||||||||||||||||||||
82,430 |
44.06 |
11/15/2023 |
0 |
0 |
||||||||||||||||||||||||||||
109,670 |
59.08 |
11/15/2023 |
0 |
0 |
||||||||||||||||||||||||||||
92,700 |
48.81 |
11/15/2023 |
0 |
0 |
||||||||||||||||||||||||||||
78,550 |
44.83 |
2/27/2023 |
0 |
0 |
||||||||||||||||||||||||||||
77,050 |
38.34 |
3/2/2022 |
182,609 |
0 |
||||||||||||||||||||||||||||
84,000 |
28.78 |
2/14/2021 |
1,002,540 |
0 |
||||||||||||||||||||||||||||
William T. Yardley |
129,020 |
US41.97 |
2/20/2030 |
0 |
0 |
12,448 |
507,343 |
|||||||||||||||||||||||||
202,700 |
US36.71 |
2/21/2029 |
0 |
0 |
37,355 |
1,522,460 |
||||||||||||||||||||||||||
182,520 |
US33.97 |
2/27/2028 |
0 |
0 |
44,312 |
1,806,034 |
||||||||||||||||||||||||||
56,580 |
US41.64 |
2/28/2027 |
0 |
0 |
36,471 |
7 |
1,486,427 |
|||||||||||||||||||||||||
58,941 |
US28.87 |
2/16/2026 |
234,292 |
0 |
- |
- |
2,984,853 |
|||||||||||||||||||||||||
Vern D. Yu |
132,010 |
55.54 |
2/20/2030 |
0 |
0 |
9,450 |
384,712 |
|||||||||||||||||||||||||
191,860 |
48.30 |
2/21/2029 |
0 |
0 |
28,350 |
1,154,136 |
||||||||||||||||||||||||||
115,380 |
43.02 |
2/27/2028 |
0 |
0 |
32,911 |
1,339,789 |
||||||||||||||||||||||||||
93,300 |
55.84 |
2/28/2027 |
0 |
0 |
- |
- |
1,543,361 |
|||||||||||||||||||||||||
96,750 |
44.06 |
3/1/2026 |
0 |
0 |
||||||||||||||||||||||||||||
82,340 |
59.08 |
3/2/2025 |
0 |
0 |
||||||||||||||||||||||||||||
83,350 |
48.81 |
3/13/2024 |
0 |
0 |
||||||||||||||||||||||||||||
83,250 |
44.83 |
2/27/2023 |
0 |
0 |
||||||||||||||||||||||||||||
64,350 |
38.34 |
3/2/2022 |
152,510 |
0 |
||||||||||||||||||||||||||||
Robert R. Rooney |
115,510 |
55.54 |
2/20/2030 |
0 |
0 |
8,264 |
336,407 |
|||||||||||||||||||||||||
153,490 |
48.30 |
2/21/2029 |
0 |
0 |
24,801 |
1,009,654 |
||||||||||||||||||||||||||
141,030 |
43.02 |
2/27/2028 |
0 |
0 |
26,324 |
1,071,648 |
||||||||||||||||||||||||||
167,200 |
55.84 |
2/28/2027 |
0 |
0 |
- |
- |
1,886,017 |
1 |
Each ISO award has a 10-year term and vests pro-rata as to one fourth of the option award beginning on the first anniversary of the grant date. |
2 |
Option exercise prices are reflected in the currency granted. |
3 |
U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.2740. |
4 |
The number of PSUs and RSUs outstanding includes dividend equivalents as of December 31, 2020. |
5 |
A performance multiplier of 1.0x has been used (PSUs only), based on achieving the target performance level as defined in the plan. |
6 |
Reflects the payout value of the 2018 PSU grant, which vested on December 31, 2020 but will not be paid until March 2021. A performance multiplier of 1.82x is used. |
7 |
Reflects RSUs granted on May 8, 2019 that remain outstanding, 20% of which vested on the first anniversary of the grant date, 20% and 60% of which vest on the second and third anniversaries of the grant date, respectively. |
Executive |
Value vested during the year |
Value earned during the year |
||||||||||
Option-based awards 1 2 ($) |
Share-based awards 1 3 ($) |
Non-equity incentive plan 1 4 ($) |
||||||||||
Al Monaco |
3,406,926 |
9,724,864 |
3,205,919 |
|||||||||
Colin K. Gruending |
321,146 |
832,454 |
5 |
761,904 |
||||||||
John K. Whelen |
888,481 |
2,546,456 |
690,766 |
|||||||||
William T. Yardley |
333,142 |
4,271,348 |
6 |
849,262 |
||||||||
Vern D. Yu |
704,506 |
1,543,361 |
703,893 |
|||||||||
Robert R. Rooney |
544,704 |
1,886,017 |
634,091 |
1 |
U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.2740. |
2 |
The values of the option-based awards listed above are based on the following: |
Grant date |
Grant price |
2020 vesting date |
Closing price on 2020 vesting date |
|||||||||
2/29/2016 |
$44.06 |
2/28/2020 |
$49.96 |
|||||||||
2/28/2017 |
$55.84 |
2/28/2020 |
$49.96 |
|||||||||
2/28/2017 |
US$41.64 |
2/28/2020 |
US$37.43 |
|||||||||
2/27/2018 |
$43.02 |
2/27/2020 |
$50.84 |
|||||||||
2/27/2018 |
US$33.97 |
2/27/2020 |
US$37.66 |
|||||||||
2/21/2019 |
$48.30 |
2/21/2020 |
$55.31 |
|||||||||
2/21/2019 |
US$36.71 |
2/21/2020 |
US$41.87 |
3 |
Includes the 2018 PSUs, including dividend equivalents, that matured on December 31, 2020. A performance multiplier of 1.82x has been used. |
4 |
Based on corporate, business unit and individual performance for the 2020 performance year. |
5 |
Includes the 2018 RSUs, including dividend equivalents, that matured on December 1, 2020. |
6 |
Includes the 2019 RSUs, including dividend equivalents, that matured on May 8, 2020. |
Confidentiality provision |
Non-competition/solicitation |
No recruitment | ||
2 years after departure |
1 year after departure |
2 years after departure |
Type of termination |
Base salary |
Short-term incentive |
Medium- and long-term incentives |
Pension |
Benefits | |||||||
|
Resignation |
None |
Payable in full if executive has worked the entire calendar year and remains actively employed on the payment date. Otherwise, none. |
• PSUs and RSUs forfeited. • Vested stock options must be exercised within 30 days of resignation or by the end of the original term (if sooner). • Unvested stock options are cancelled. |
No longer earns service credits. |
None | ||||||
Retirement |
Current year’s incentive prorated to retirement date |
• PSUs and RSUs are prorated to retirement date and value is assessed and paid at the end of the usual term. • Stock options granted prior to 2020 continue to vest and can be exercised for three years after retirement (or option expiry, if sooner) • Stock options granted in 2020 continue to vest and can be exercised for five years after retirement (or option expiry, if sooner) |
Post-retirement benefits begin. | |||||||||
|
Termination not for cause or constructive dismissal |
Current salary is paid in a lump sum (3x for CEO and 2x for other NEOs) |
The average short-term incentive award over the past two years is paid out in a lump sum (3x for CEO and 2x for other NEOs) plus the current year’s short-term incentive, prorated based on active service during the year of termination based on target performance |
• PSUs and RSUs are prorated to date of termination (plus any applicable notice period) and value is assessed and paid at the end of the usual term. • Vested stock options must be exercised according to stock option terms. • The in-the-money |
Additional years of pension credit are added to the final pension calculation (three years for CEO and two years for other NEOs). |
Value of future benefits paid out in a lump sum (3x for CEO and 2x for other NEOs). | ||||||
Termination following a change of control (CIC) |
• PSUs vest and value is assessed and paid on performance measures deemed to have been achieved as of the change of control. RSUs vest and are paid out. • All stock options vest and remain exercisable for 30 days following termination (or option expiry, if sooner). |
Named executive officer 1 |
Triggering event 2 |
Base salary 3 ($) |
Short- term incentive 4 ($) |
Medium- term incentive 5 ($) |
Long- term incentive 6 ($) |
Pension 7 ($) |
Benefits 8 ($) |
Total payout ($) |
||||||||||||||||||||||
Al Monaco |
CIC |
- |
- |
- |
- |
- |
- |
0 |
||||||||||||||||||||||
Death |
- |
- |
12,925,401 |
- |
- |
55,969 |
12,981,370 |
|||||||||||||||||||||||
Retirement |
- |
- |
5,883,086 |
- |
- |
55,969 |
5,939,056 |
|||||||||||||||||||||||
Voluntary or for cause termination |
- |
- |
- |
- |
- |
55,969 |
55,969 |
|||||||||||||||||||||||
Involuntary termination without cause |
4,365,600 |
10,741,747 |
12,925,401 |
- |
3,771,000 |
252,009 |
32,055,757 |
|||||||||||||||||||||||
Involuntary or good reason termination after a CIC |
4,365,600 |
10,741,747 |
12,925,401 |
- |
3,771,000 |
252,009 |
32,055,757 |
|||||||||||||||||||||||
Colin K. Gruending |
CIC |
- |
- |
- |
- |
- |
- |
0 |
||||||||||||||||||||||
Death |
- |
- |
3,707,902 |
- |
- |
22,718 |
3,730,620 |
|||||||||||||||||||||||
Voluntary or for cause termination |
- |
- |
- |
- |
- |
22,718 |
22,718 |
|||||||||||||||||||||||
Involuntary termination without cause |
1,181,340 |
921,438 |
3,691,385 |
- |
1,551,000 |
88,954 |
7,434,117 |
|||||||||||||||||||||||
Involuntary or good reason termination after a CIC |
1,181,340 |
921,438 |
3,691,385 |
- |
1,551,000 |
88,954 |
7,434,117 |
|||||||||||||||||||||||
John K. Whelen 9 |
Retirement |
- |
- |
709,308 |
- |
- |
59,817 |
769,125 |
||||||||||||||||||||||
William T. Yardley |
CIC |
- |
- |
- |
- |
- |
- |
0 |
||||||||||||||||||||||
Death |
- |
- |
5,322,264 |
- |
- |
25,860 |
5,348,124 |
|||||||||||||||||||||||
Retirement |
- |
- |
2,597,159 |
- |
- |
25,860 |
2,623,019 |
|||||||||||||||||||||||
Voluntary or for cause termination |
- |
- |
- |
- |
- |
25,860 |
25,860 |
|||||||||||||||||||||||
Involuntary termination without cause |
1,344,735 |
2,212,254 |
5,298,656 |
- |
837,000 |
94,914 |
9,787,559 |
|||||||||||||||||||||||
Involuntary or good reason termination after a CIC |
1,344,735 |
2,212,254 |
5,298,656 |
- |
837,000 |
94,914 |
9,787,559 |
|||||||||||||||||||||||
Vern D. Yu |
CIC |
- |
- |
- |
- |
- |
- |
0 |
||||||||||||||||||||||
Death |
- |
- |
2,878,638 |
- |
- |
23,649 |
2,902,287 |
|||||||||||||||||||||||
Voluntary or for cause termination |
- |
- |
- |
- |
- |
23,649 |
23,649 |
|||||||||||||||||||||||
Involuntary termination without cause |
1,229,760 |
1,611,996 |
2,860,736 |
- |
2,159,000 |
100,581 |
7,962,073 |
|||||||||||||||||||||||
Involuntary or good reason termination after a CIC |
1,229,760 |
1,611,996 |
2,860,736 |
- |
2,159,000 |
100,581 |
7,962,073 |
|||||||||||||||||||||||
Robert R. Rooney |
CIC |
- |
- |
- |
- |
- |
- |
0 |
||||||||||||||||||||||
Death |
- |
- |
2,417,709 |
- |
- |
20,693 |
2,438,402 |
|||||||||||||||||||||||
Retirement |
- |
- |
1,098,013 |
- |
- |
20,693 |
1,118,706 |
|||||||||||||||||||||||
Voluntary or for cause termination |
- |
- |
- |
- |
- |
20,693 |
20,693 |
|||||||||||||||||||||||
Involuntary termination without cause |
1,076,040 |
1,419,291 |
2,402,055 |
- |
971,000 |
87,933 |
5,956,319 |
|||||||||||||||||||||||
Involuntary or good reason termination after a CIC |
1,076,040 |
1,419,291 |
2,402,055 |
- |
971,000 |
87,933 |
5,956,319 |
1 |
Mr. Whelen retired on November 15, 2020. |
2 |
Messrs. Monaco, Yardley and Rooney are the only NEOs who are retirement eligible as of December 31, 2020. Retirement eligibility under Enbridge programs means age 55 or older. |
3 |
Reflects a lump sum payment equal to three times (for Mr. Monaco) and two times (for Messrs. Gruending, Yardley, Yu and Rooney) the NEO’s base salary in effect as at December 31, 2020. |
4 |
Reflects a lump sum payment equal to three times (for Mr. Monaco) and two times (for Messrs. Gruending, Yardley, Yu and Rooney) the average of the short-term incentive award paid to the NEO in the two years preceding the year in which the termination occurs. In addition, the amount the NEO would receive as short-term incentive payment for the current year is reflected in the 2020 summary compensation table. |
5 |
Represents the value of RSUs and PSUs that would vest and be settled in cash upon the triggering event, based on C$40.71 for awards granted in Canadian dollars and US$31.99 for awards granted in U.S. dollars, the closing price of an Enbridge share on the TSX and NYSE, respectively, on December 31, 2020 and assuming, in the case of PSUs, target performance. For PSUs and RSUs, severance period, as outlined in the executive employment agreement, counts towards active service when prorating for termination without cause. |
6 |
Represents the “in-the-money In-the-money |
7 |
Reflects the value of three additional years of pension credit for Mr. Monaco and two additional years of pension credit for each of Messrs. Gruending, Yardley, Yu and Rooney. |
8 |
Reflects a lump sum cash payment in respect of the flex credit allowance, vacation carryover and savings plan matching contributions that would have been paid by Enbridge in respect of the NEO over a period of three years (for Mr. Monaco) or two years (for each of Messrs. Gruending, Yardley, Yu and Rooney) following the executive’s termination, plus an allowance for financial and career counselling. |
9 |
Amounts shown for Mr. Whelen represent the value on his departure date, with payout value of the unvested medium- and long-term incentives based on the closing price of an Enbridge share on the TSX on November 13, 2020 of $37.38. |
• |
Enbridge Inc. Incentive Stock Option Plan (2007), as revised (“Incentive stock option plan”); and |
• |
Enbridge Inc. Performance Stock Option Plan (2007), as amended and restated (2011) and further amended (2012 and 2014) (“Performance stock option plan”). |
A |
B |
C |
||||||||||
Plans approved by security holders |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) |
Weighted-average exercise price of outstanding options, warrants and rights ($) |
Number of securities remaining available for future issue under equity compensation plans (excluding securities reflected in column A) (#) |
|||||||||
2019 LTIP |
11,683,418 |
50.91 |
3 4 |
38,016,582 |
||||||||
Prior stock option plans 1 |
24,146,312 |
48.82 |
3 |
— |
||||||||
Spectra 2007 LTIP 2 |
775,806 |
36.78 |
3 |
— |
||||||||
1.8770% of total issued and outstanding Enbridge shares |
1 |
Includes 24,146,312 options outstanding under the Incentive stock option plan and no options outstanding under the Performance stock option plan. |
2 |
Awards granted under the Spectra 2007 LTIP were assumed by Enbridge at the closing of the Merger Transaction, as described in the “Assumed equity-based compensation awards from Spectra Energy” section. No further awards have been or will be granted under the Spectra 2007 LTIP following the closing of the Merger Transaction. |
3 |
U.S. dollars have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.2740. |
4 |
This weighted-average exercise price relates only to options granted under the 2019 LTIP. All other awards granted under the 2019 LTIP are deliverable without the payment of any consideration, and therefore these awards have not been considered in calculating the weighted average exercise price. |
Awards outstanding |
# outstanding |
% of total issued and outstanding Enbridge shares |
||||||
2019 LTIP |
11,683,418 |
0.5768 |
||||||
Incentive stock option plan |
24,146,312 |
1.1922 |
||||||
Performance stock option plan |
0 |
0.0000 |
||||||
Spectra 2007 LTIP – stock options 1 |
775,806 |
0.0383 |
1 |
Awards granted under the Spectra 2007 LTIP as described in the “Assumed equity-based compensation awards from Spectra Energy” section. |
Enbridge shares reserved for issue under the 2019 LTIP |
49,700,000 in total, or 2.45% of Enbridge’s total issued and outstanding Enbridge shares as of December 31, 2020. The total number of Enbridge shares reserved for issuance to Insiders pursuant to all security based compensation arrangements of the company shall not exceed 10% of the number of Enbridge shares outstanding at the time of reservation. | |
Enbridge shares that can be issued in a one-year period |
The total number of Enbridge shares issued to Insiders pursuant to all security based compensation arrangements of the company shall not exceed 10% of the number of Enbridge shares outstanding at the time of issuance (excluding any other Enbridge shares issued under all security based compensation arrangements of the company during such one-year period) | |
The number of Enbridge shares that can be issued as incentive stock options (within the meaning of the U.S. Internal Revenue Code) |
Up to 2,000,000 Enbridge shares can be issued under the 2019 LTIP as incentive stock options. | |
Stock options delivered to a greater than 10% shareholder |
If an Incentive Stock Option is granted to a greater than 10% shareholder, the grant price will not be less than 110% of the fair market value on the grant date of the Incentive Stock Option, and in no event will such Incentive Stock Option be exercisable after the expiration of five years from the date on which the Incentive Stock Option is granted. | |
Minimum vesting |
All awards shall be subject to a minimum vesting schedule of at least twelve months following the date of grant of the award, provided that vesting may accelerate in connection with death, retirement, a change in control or other termination of service. Notwithstanding the foregoing, up to 5% of the Enbridge shares available for grant under the 2019 LTIP may be granted with a minimum vesting schedule that is shorter than twelve months. |
Awards outstanding |
2020 |
2019 |
2018 | |||
2019 LTIP |
0.2529% |
0.3348% |
— | |||
Incentive stock option plan 1 |
— |
— |
0.3350% | |||
Performance stock option plan 2 |
— |
— |
— | |||
Spectra 2007 LTIP – stock options 3 |
— |
— |
— |
1 |
No grants have been made under this plan since 2018. |
2 |
No grants have been made under this plan since 2014. |
3 |
All grants under the Spectra 2007 LTIP were made by Spectra Energy prior to the Merger Transaction. No further awards have been or will be granted under the Spectra 2007 LTIP following the closing of the Merger Transaction. |
• |
increasing the overall share limit; |
• |
reducing the grant, exercise or purchase price for any awards; |
• |
the cancellation of any awards and the reissue of or replacement of such awards with awards having a lower grant, exercise or purchase price; |
• |
removing or exceeding the limits of the 2019 LTIP on participation by insiders; |
• |
the extension of the term of any award; |
• |
allowing other than employees or non-employee directors of the company or a subsidiary to become participants in the 2019 LTIP; |
• |
allowing awards to become transferable or assignable other than by will or according to the laws of descent and distribution; and |
• |
changing the amendment provisions of the 2019 LTIP. |
Reason for termination |
Incentive stock option provisions 1 |
Restricted stock unit provisions | ||||
Resignation |
Can exercise vested options up to 30 days from the date of termination or until the option term expires (if sooner). |
All outstanding RSUs are forfeited. | ||||
Retirement |
For incentive stock options granted prior to 2020, options continue to vest and can be exercised up to three years from retirement or until the stock option term expires (if sooner). For incentive stock options granted in 2020 and thereafter, options continue to vest and can be exercised up to five years from retirement or until the stock option term expires (if sooner). Conditions for performance stock options are mentioned below. |
RSUs are prorated to retirement date and value is assessed and settled at the end of the usual term. | ||||
Death |
All options vest and can be exercised up to 12 months from the date of death or until the option term expires (if sooner). |
All outstanding RSUs become vested and are settled no later than 30 days following the date of death. | ||||
Disability |
Options continue to vest based on the regular provisions of the plan. |
All outstanding RSUs become vested and are settled no later than 30 days following the date of disability. | ||||
Involuntary termination |
not for cause |
Unvested options continue to vest during the notice period, and options that are vested or become vested can be exercised up to 30 days after the notice period expires or until the option term expires (if sooner). |
RSUs are prorated to termination date (plus any applicable notice period) and value is assessed and settled at the end of the usual term. | |||
for cause |
All options are cancelled on the date of termination. |
All outstanding RSUs are forfeited. |
Reason for termination |
Incentive stock option provisions 1 |
Restricted stock unit provisions | ||||
Change of control or reorganization |
Beginning with the 2017 grants, if the employment of a participant is terminated without cause (including constructive dismissal) by the company or a subsidiary within two years after a change of control, then all unvested options of the participant vest on that double-trigger date. For 2016 and prior grants, for a change of control, options vest on a date determined by the HRC Committee before the change of control. For any other kind of reorganization, options are to be assumed by the successor company. If they are not assumed, they will vest and the value will be paid in cash. Performance stock option plan |
If the employment of a participant is terminated without cause, (including constructive dismissal) by the company or a subsidiary within two years after a change of control, then all outstanding RSUs become vested and are settled no later than 30 days following the date of termination. | ||||
Other transfer or assignment of awards |
The holder of an option may not transfer or assign it other than by will, or as allowed by the laws of descent and distribution. |
The award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. |
1 |
Differences in termination provisions apply for US$ options where the executive has elected treatment as incentive stock options within the meaning of U.S. Internal Revenue Code Section 422. |
Spectra Energy options |
Spectra Energy phantom units |
Total Enbridge shares issuable under Spectra 2007 LTIP |
Percentage of issued and outstanding Enbridge shares | |||
775,806 |
0 |
775,806 |
0.0383% |
Reason for termination |
Provisions | |
Voluntary termination (not retirement eligible) |
The unvested portion of such an award terminates immediately. Vested Spectra Energy options can be exercised through the earlier of 3 months following termination of employment or the 10th anniversary of the grant date. | |
Voluntary termination (retirement eligible) |
The award is pro-rated based on full and partial months of service during the vesting period, and the pro-rated award becomes payable on the original vesting date.Vested Spectra Energy options can be exercised through the 10th anniversary of the grant date. | |
Involuntary termination, for cause |
The unvested portion of such an award terminates immediately. Vested Spectra Energy options can be exercised through the earlier of 3 months following termination of employment or the 10th anniversary of the grant date. | |
Involuntary termination, without cause or for good reason before 2 year anniversary of change in control (the 2-Year CIC Period) |
The unvested portion of such an award vests upon such termination from employment. Vested Spectra Energy options can be exercised through the 10th anniversary of the grant date. | |
Involuntary termination, without cause after 2-Year CIC Period |
The award is pro-rated based on full and partial months of service during the vesting period.Spectra Energy PSUs – The pro-rated award becomes payable on the original vesting date.Spectra Energy phantom units – The pro-rated award becomes payable upon such termination from employment.Vested Spectra Energy options can be exercised through the earlier of 3 months following termination of employment or the 10th anniversary of the grant date. | |
Employment termination as a result of death or disability |
The unvested portion of such an award vests. Vested Spectra Energy options can be exercised through the earlier of 36 months following such termination of employment or the 10th anniversary of the grant date. | |
Other transfer or assignment of stock options |
The holder of an option may not transfer or assign it other than by will, or as allowed by the laws of descent and distribution. The Spectra Energy phantom units and Spectra Energy PSUs are not assignable or transferable by the holder of the award. |
2020 Directors’ Compensation Plan retainers 1 |
||||||||||||||||||||||||||||||||||||
Annual amount (US$) |
Cash |
Enbridge shares |
DSUs |
Cash |
Enbridge shares |
DSUs |
||||||||||||||||||||||||||||||
Compensation component |
Before minimum share ownership |
After minimum share ownership |
||||||||||||||||||||||||||||||||||
Board retainer |
285,000 (until May 31 242,250 (from June 1 |
) ) |
|
|||||||||||||||||||||||||||||||||
Additional retainers |
||||||||||||||||||||||||||||||||||||
Chair of the Board retainer |
265,000 (until May 31 225,250 (from June 1 |
) ) |
||||||||||||||||||||||||||||||||||
Board committee chair retainer |
Up to 50% |
Up to 50% |
50% to 100% |
Up to 65% |
Up to 65% |
35% to 100% |
||||||||||||||||||||||||||||||
• Audit, Finance & Risk |
25,000 | |||||||||||||||||||||||||||||||||||
• Human Resources & Compensation |
20,000 | |||||||||||||||||||||||||||||||||||
• Safety & Reliability |
15,000 | |||||||||||||||||||||||||||||||||||
• Corporate Social Responsibility |
15,000 | |||||||||||||||||||||||||||||||||||
• Governance |
15,000 | |||||||||||||||||||||||||||||||||||
Travel Fee |
1,500 | 100% |
- |
- |
100% |
- |
- |
1 |
Effective April 1, 2021, the Directors’ Compensation Plan was amended to reinstate the Board and Chair of the Board retainers in effect immediately before the June 2020 reductions. |
Director |
Cash (%) |
Enbridge shares (%) |
DSUs (%) | |||
Pamela L. Carter |
40 |
25 |
35 | |||
Marcel R. Coutu |
- |
- |
100 | |||
Susan M. Cunningham |
30 |
20 |
50 | |||
Gregory L. Ebel |
50 |
- |
50 | |||
J. Herb England |
- |
65 |
35 | |||
Gregory J. Goff |
50 |
- |
50 | |||
V. Maureen Kempston Darkes |
- |
- |
100 | |||
Teresa S. Madden |
50 |
- |
50 | |||
Al Monaco 1 |
- |
- |
- | |||
Stephen S. Poloz |
30 |
- |
70 | |||
Dan C. Tutcher |
- |
- |
100 | |||
Former Directors |
||||||
Charles W. Fischer 2 |
50 |
- |
50 | |||
Catherine L. Williams 3 |
20 |
40 |
40 |
1 |
Mr. Monaco does not receive any compensation as a director of Enbridge because he is our President & CEO. |
2 |
Mr. Fischer passed away on June 17, 2020. |
3 |
Ms. Williams retired from the Board effective May 5, 2020. |
Share based awards 2 |
All other compensation |
Total |
||||||||||||||||||||||||||||||||||
Fees earned 1 (cash) |
Enbridge Shares 3 |
DSUs 3 |
Other fees 4 |
Dividends on DSUs 5 |
||||||||||||||||||||||||||||||||
Director |
($) |
(#) |
($) |
(#) |
($) |
($) |
(#) |
($) |
($) |
|||||||||||||||||||||||||||
Pamela L. Carter |
147,200 |
2,080 |
92,000 |
2,915 |
128,800 |
2,073 |
78 |
3,279 |
373,353 |
|||||||||||||||||||||||||||
Marcel R. Coutu |
- |
- |
- |
7,872 |
347,987 |
- |
211 |
8,881 |
356,868 |
|||||||||||||||||||||||||||
Susan M. Cunningham |
108,261 |
1,634 |
72,174 |
4,090 |
180,435 |
2,073 |
108 |
4,536 |
367,479 |
|||||||||||||||||||||||||||
Gregory L. Ebel |
335,777 |
- |
- |
7,596 |
335,777 |
20,793 |
204 |
8,569 |
700,916 |
|||||||||||||||||||||||||||
J. Herb England |
- |
5,274 |
233,916 |
2,841 |
125,955 |
2,073 |
78 |
3,281 |
365,226 |
|||||||||||||||||||||||||||
Gregory J. Goff |
151,270 |
- |
- |
3,486 |
151,270 |
2,073 |
82 |
3,428 |
308,041 |
|||||||||||||||||||||||||||
V. Maureen Kempston Darkes |
- |
- |
- |
8,430 |
372,295 |
2,073 |
225 |
9,433 |
383,801 |
|||||||||||||||||||||||||||
Teresa S. Madden |
184,729 |
- |
- |
4,193 |
184,729 |
2,073 |
110 |
4,600 |
376,131 |
|||||||||||||||||||||||||||
Al Monaco 6 |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|||||||||||||||||||||||||||
Stephen S. Poloz |
75,521 |
- |
- |
2,602 |
106,723 |
- |
22 |
911 |
183,155 |
|||||||||||||||||||||||||||
Dan C. Tutcher |
- |
- |
- |
8,083 |
356,614 |
- |
213 |
8,947 |
365,561 |
|||||||||||||||||||||||||||
Former Directors |
||||||||||||||||||||||||||||||||||||
Charles W. Fischer 7 |
100,259 |
- |
- |
2,124 |
100,259 |
- |
17 |
757 |
201,275 |
|||||||||||||||||||||||||||
Catherine L. Williams 8 |
38,605 |
1,181 |
57,155 |
1,182 |
57,155 |
- |
13 |
575 |
153,491 |
1 |
The cash portion of the retainers paid to the directors. Directors are paid quarterly in US$. The values presented in this table are in C$ and reflect U.S./Canadian exchange rates from the Bank of Canada of 1.3820 as at March 12, 2020, 1.3508 as at June 4, 2020, 1.3162 as at September 10, 2020, and 1.2880 as at December 3, 2020. |
2 |
The portion of the retainer received as DSUs and Enbridge shares. |
3 |
We pay directors quarterly. The value of the Enbridge shares and DSUs is based on the weighted average of the trading price of Enbridge shares on the TSX for the five trading days prior to the date that is two weeks prior to the applicable payment date. The weighted average Enbridge share prices were $50.52, $44.11, $42.21 and $39.93 for the first, second, third and fourth quarters, respectively, of 2020. |
4 |
For all of our non-employee directors, includes a per meeting US$1,500 travel fee. For Mr. Ebel, these amounts also include expenses incurred for tax return preparation services. |
5 |
Includes dividend equivalents granted in 2020 on DSUs granted in 2020 based on the 2020 quarterly dividend rate of $0.81. Dividend equivalents vest at the time of grant. |
6 |
Mr. Monaco does not receive any compensation as a director of Enbridge because he is our President & CEO. |
7 |
Mr. Fischer passed away on June 17, 2020. |
8 |
Ms. Williams retired from the Board on May 5, 2020. |
Director |
Enbridge shares (#) |
Enbridge stock options (#) |
DSUs(#) |
Total Enbridge shares + DSUs (#) |
Market (at risk) value of equity holdings (C$) 1,2 |
|||||||||||||||
Pamela L. Carter |
||||||||||||||||||||
2021 |
44,639 |
- |
11,744 |
56,383 |
2,494,943 |
|||||||||||||||
2020 |
42,559 |
- |
8,056 |
50,615 |
2,576,810 |
|||||||||||||||
Change |
2,080 |
- |
3,688 |
5,768 |
(81,867 |
) | ||||||||||||||
Marcel R. Coutu |
||||||||||||||||||||
2021 |
46,900 |
- |
39,090 |
85,990 |
3,805,069 |
|||||||||||||||
2020 |
29,400 |
- |
28,595 |
57,995 |
2,952,525 |
|||||||||||||||
Change |
17,500 |
- |
10,495 |
27,995 |
852,544 |
|||||||||||||||
Susan M. Cunningham |
||||||||||||||||||||
2021 |
2,581 |
- |
7,827 |
10,408 |
460,564 |
|||||||||||||||
2020 |
947 |
- |
3,281 |
4,228 |
215,247 |
|||||||||||||||
Change |
1,634 |
- |
4,546 |
6,180 |
245,317 |
|||||||||||||||
Gregory L. Ebel 3 |
||||||||||||||||||||
2021 |
651,845 |
405,408 |
32,217 |
684,062 |
30,269,732 |
|||||||||||||||
2020 |
651,845 |
405,408 |
22,489 |
674,334 |
34,330,344 |
|||||||||||||||
Change |
- |
- |
9,728 |
9,728 |
(4,060,612 |
) | ||||||||||||||
J. Herb England |
||||||||||||||||||||
2021 |
37,306 |
- |
86,576 |
123,882 |
5,481,792 |
|||||||||||||||
2020 |
32,032 |
- |
77,530 |
109,562 |
5,577,801 |
|||||||||||||||
Change |
5,274 |
- |
9,046 |
14,320 |
(96,010 |
) | ||||||||||||||
Gregory J. Goff |
||||||||||||||||||||
2021 |
- |
- |
3,644 |
3,644 |
161,230 |
|||||||||||||||
2020 |
- |
- |
- |
- |
- |
|||||||||||||||
Change |
- |
- |
3,644 |
3,644 |
161,230 |
|||||||||||||||
V. Maureen Kempston Darkes |
||||||||||||||||||||
2021 |
21,735 |
- |
57,789 |
79,524 |
3,518,945 |
|||||||||||||||
2020 |
21,735 |
- |
45,396 |
67,131 |
3,417,639 |
|||||||||||||||
Change |
- |
- |
12,393 |
12,393 |
101,306 |
|||||||||||||||
Teresa S. Madden |
||||||||||||||||||||
2021 |
1,000 |
- |
7,934 |
8,934 |
395,338 |
|||||||||||||||
2020 |
- |
- |
3,281 |
3,281 |
167,036 |
|||||||||||||||
Change |
1,000 |
- |
4,653 |
5,653 |
228,303 |
|||||||||||||||
Al Monaco 4 |
||||||||||||||||||||
2021 |
920,699 |
4,465,600 |
- |
920,699 |
40,740,931 |
|||||||||||||||
2020 |
876,512 |
3,987,520 |
- |
876,512 |
44,623,226 |
|||||||||||||||
Change |
44,187 |
478,080 |
- |
44,187 |
(3,882,295 |
) | ||||||||||||||
Stephen S. Poloz |
||||||||||||||||||||
2021 |
- |
- |
2,676 |
2,676 |
118,398 |
|||||||||||||||
2020 |
- |
- |
- |
- |
- |
|||||||||||||||
Change |
- |
- |
2,676 |
2,676 |
118,398 |
|||||||||||||||
Dan C. Tutcher |
||||||||||||||||||||
2021 |
637,523 |
- |
138,662 |
776,185 |
34,346,186 |
|||||||||||||||
2020 |
637,523 |
- |
120,743 |
758,266 |
38,603,322 |
|||||||||||||||
Change |
- |
- |
17,919 |
17,919 |
(4,257,136 |
) | ||||||||||||||
Total |
||||||||||||||||||||
2021 |
2,364,228 |
4,871,008 |
388,159 |
2,752,387 |
121,793,128 |
|||||||||||||||
2020 |
2,292,553 |
4,392,928 |
309,371 |
2,601,924 |
132,463,951 |
|||||||||||||||
Change |
71,675 |
478,080 |
78,788 |
150,463 |
(10,670,823 |
) |
1 |
Based on the total market value of the Enbridge shares and/or DSUs owned by the director, based on the closing prices of $44.25 on the TSX on March 2, 2021 and $50.91 on March 2, 2020. These amounts have been rounded to the nearest dollar in Canadian dollars. Excludes stock options. |
2 |
Directors must hold at least three times the annual Board retainer in DSUs or Enbridge shares within five years of becoming a director on our Board. All director nominees currently meet or exceed this requirement other than Mses. Madden and Cunningham, who have until February 12, 2024 and February 13, 2024, respectively, Mr. Goff, who has until February 11, 2025, and Mr. Poloz, who has until June 4, 2025. |
3 |
Mr. Ebel’s stock options were Spectra Energy options that converted into options to purchase Enbridge shares upon the closing of the Merger Transaction. No new Enbridge stock options were granted to Mr. Ebel in his capacity as a Director of Enbridge or Chair of the Enbridge Board. |
4 |
Mr. Monaco does not receive any compensation as a director of Enbridge. He is only compensated for his role as President & CEO. As President & CEO, he is subject to a share ownership requirement of six times base salary. Please see page 44 of this Amendment No. 1 on Form 10-K/A for information on his Enbridge share ownership as a multiple of his base salary. |
Year ended December 31, 2020 |
||||
(unaudited, millions of Canadian dollars) |
||||
Cash provided by operating activities |
9,781 |
|||
Adjusted for changes in operating assets and liabilities 1 |
(93 |
) | ||
9,688 |
||||
Distributions to noncontrolling interests and redeemable noncontrolling interests 2 |
(300 |
) | ||
Preference share dividends |
(380 |
) | ||
Maintenance capital expenditures 3 |
(915 |
) | ||
Significant adjustment items: |
||||
Other receipts of cash not recognized in revenue 4 |
292 |
|||
Employee severance, transition and transformation costs |
335 |
|||
Distributions from equity investments in excess of cumulative earnings 2 |
675 |
|||
Other items |
45 |
|||
DCF |
9,440 |
|||
Adjusting items in respect of: |
||||
For STIP calculation purposes, normalizations including (but not limited to) the net accretive impact of financing and strategic actions not contemplated at the time of target setting expressed in DCF |
33 |
|||
Total DCF adjusted for 2020 STIP award determinations |
9,473 |
|||
DCF |
9,440 |
|||
Adjusting items in respect of: |
||||
For 2018 PSU calculation purposes, normalizations including (but not limited to) the net accretive impact of financing and strategic actions not contemplated at the time of the grant expressed in DCF |
408 |
|||
Total DCF adjusted for 2018 PSU payout determinations |
9,848 |
1 |
Changes in operating assets and liabilities, net of recoveries. |
2 |
Presented net of adjusting items. |
3 |
Maintenance capital expenditures are expenditures that are required for the ongoing support and maintenance of the existing pipeline system or that are necessary to maintain the service capability of the existing assets (including the replacement of components that are worn, obsolete or completing their useful lives). For the purpose of DCF, maintenance capital excludes expenditures that extend asset useful lives, increase capacities from existing levels or reduce costs to enhance revenues or provide enhancements to the service capability of the existing assets. |
4 |
Consists of cash received net of revenue recognized for contracts under make-up rights and similar deferred revenue arrangements. |
Name of beneficial owner |
Number of Enbridge shares held |
Number of Enbridge shares acquirable within 60 days |
Total Enbridge shares beneficially owned |
Percent of common shares outstanding |
||||||||||||
Pamela L. Carter |
44,639 |
- 1 |
44,639 |
* |
||||||||||||
Marcel R. Coutu |
46,900 |
- |
46,900 |
* |
||||||||||||
Susan M. Cunningham |
2,581 |
- |
2,581 |
* |
||||||||||||
Gregory L. Ebel |
651,845 |
405,408 |
1,057,253 |
* |
||||||||||||
J. Herb England |
37,306 |
- 1 |
37,306 |
* |
||||||||||||
Gregory J. Goff |
- |
- |
- |
* |
||||||||||||
V. Maureen Kempston Darkes |
21,735 |
- |
21,735 |
* |
||||||||||||
Teresa S. Madden |
1,000 |
- |
1,000 |
* |
||||||||||||
Al Monaco |
920,699 |
2,832,230 |
3,752,929 |
* |
||||||||||||
Stephen S. Poloz |
- |
- |
- |
|||||||||||||
Dan C. Tutcher |
637,523 |
- |
637,523 |
* |
||||||||||||
Colin K. Gruending |
59,432 |
489,859 |
549,291 |
* |
||||||||||||
Robert R. Rooney |
48,656 |
378,596 |
427,252 |
* |
||||||||||||
William T. Yardley |
122,012 |
386,016 |
508,028 |
* |
||||||||||||
Vern D. Yu |
164,753 |
718,808 |
883,561 |
* |
||||||||||||
John K. Whelen |
204,203 |
887,450 |
1,091,653 |
* |
||||||||||||
All current executive officers and directors as a group 2 |
3,083,199 |
6,824,589 |
9,907,788 |
* |
1 |
Ms. Carter and Mr. England will be paid a portion of their directors’ compensation in Enbridge shares on March 19, 2021. Under our Directors’ Compensation Plan, the number of Enbridge shares will be calculated by dividing the applicable amount of compensation in Canadian dollars payable in Enbridge shares on the payment date by the weighted average the closing price per Enbridge share on the TSX for the five trading days prior to the date that is two weeks prior to the payment date. |
2 |
Mr. Whelen’s security ownership is not included in this total as he retired effective November 15, 2020. |
* |
Represents less than 1% of the outstanding Enbridge shares. |
• |
declare the conflict or potential conflict; and |
• |
abstain from voting on the matter at any Board meeting where it is being discussed or considered. |
• |
to provide, without charge, to Mr. Ebel as non-executive Chair: (i) use of Enbridge’s aircraft for business flights to Board meetings and for other business conducted on behalf of Enbridge, (ii) information technology support and (iii) administrative support; and |
• |
to secure office space in the Houston area on behalf of Mr. Ebel and to reimburse the non-executive Chair for expenses incurred for tax return preparation services (in an aggregate amount not to exceed US$100,000 per year for such office and tax return preparation services). |
2020 (C$) |
2019 (C$) |
Description of fee category | ||||
Audit fees |
14,764,000 |
16,928,000 |
Represents the aggregate fees for audit services. | |||
Audit-related fees |
816,000 |
431,000 |
Represents the aggregate fees for assurance and related services by the company’s auditors that are reasonably related to the performance of the audit or review of the company’s financial statements and are not included under “Audit fees”. During fiscal years 2020 and 2019, the services provided in this category include services related to prospectus offerings. | |||
Tax fees |
1,417,000 |
1,993,000 |
Represents the aggregate fees for professional services rendered by the company’s auditors for tax compliance, tax advice and tax planning. | |||
All other fees |
366,000 |
320,000 |
Represents the aggregate fees for products and services provided by the company’s auditors other than those services reported under “Audit fees”, “Audit-related fees” and “Tax fees”. During fiscal years 2020 and 2019, these fees include those related to French translation work. | |||
Total fees |
17,363,000 |
19,672,000 |
Exhibit No. |
Name of Exhibit | |
31.1* | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
ENBRIDGE INC. | ||||||
(Registrant) | ||||||
Date: March 8, 2021 | By: | /s/ Colin K. Gruending | ||||
Colin K. Gruending | ||||||
Executive Vice President and Chief Financial Officer | ||||||
Enbridge Inc. |
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Al Monaco, certify that:
1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Enbridge Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: March 8, 2021 | /s/ Al Monaco | |||
Al Monaco | ||||
President and Chief Executive Officer Enbridge Inc. |
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Colin K. Gruending, certify that:
1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Enbridge Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: March 8, 2021 | /s/ Colin K. Gruending | |||
Colin K. Gruending | ||||
Executive Vice President and Chief Financial Officer Enbridge Inc. |