Enbridge Inc. filed this Form 8-K on 3/8/2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Enbridge Inc. (the “Company”) is a foreign private issuer that prepares its management information circular, as required, in accordance with Canadian corporate and securities law requirements. The Company currently files its periodic and current reports on U.S. domestic issuer forms. The Company’s Notice of 2021 Annual Meeting of Shareholders and Management Information Circular, dated March 2, 2021, is being concurrently filed with the Canadian securities regulatory authorities and this current report on Form 8-K.
A copy of the Company’s Notice of 2021 Annual Meeting of Shareholders and Management Information Circular is attached as Exhibit 99.1 to this current report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
99.1 | Notice of 2021 Annual Meeting of Shareholders and Management Information Circular | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENBRIDGE INC. (Registrant) | ||||||
Date: March 8, 2021 | By: | /s/ Karen K.L. Uehara | ||||
Karen K.L. Uehara | ||||||
Vice President & Corporate Secretary | ||||||
(Duly Authorized Officer) |
Exhibit 99.1
Enbridge Inc. 2021 Management Information Circular
Enbridge A Bridge to the Energy Future
|
Our values
We adhere to a strong set of core valuesSafety, Integrity, Respect, and Inclusionthat reflect what is truly important to Enbridge. At no time in our history were these values more important than in 2020. Despite major social and economic disruption, we stayed focused on protecting the health of our people and the communities we operate in, and safely delivering energy that our economy and millions of North Americans rely on every day. |
Enbridge Inc. 2021 Management Information Circular
Enbridge Inc. 2021 Management Information Circular
Enbridge Inc. 2021 Management Information Circular
Management Information Circular summary
In this summary, we highlight certain information you will find in this Management Information Circular. This summary does not contain all of the information that you should consider. Please review the entire Management Information Circular carefully before casting your vote.
Enbridge 2021 annual meeting of shareholders
About the Meeting | You are requested to vote on the following matters at the Meeting |
Board recommendation |
For more information | |||||||
|
When May 5, 2021, 1:30 p.m. MDT
Where Virtual only Meeting via live audio webcast online at |
ITEM 1: Election of directors Election of the 11 director nominees identified in the Management Information Circular to serve as directors until the close of the next annual meeting of shareholders | FOR each nominee |
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page 10 | |||||
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Mailing A notice of 2021 annual meeting and notice of availability of meeting materials (the Notice) is being mailed to shareholders on or about March 24, 2021. We are using the notice-and-access delivery method. |
ITEM 2: Appointment of auditors Appointment of PricewaterhouseCoopers LLP (PwC) as independent auditors of the company and authorize the directors to set their remuneration | FOR this resolution |
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page 24 | |||||
Record Date March 9, 2021 |
ITEM 3: Advisory vote on executive compensation (say on pay) Non-binding advisory vote to accept our approach to executive compensation as disclosed in this Management Information Circular | FOR this resolution |
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page 25 |
The 11 nominated directors receiving the highest number of FOR votes duly cast at the Meeting will be duly elected to the Board. Each of Items 2 and 3 above must receive an affirmative majority of votes duly cast at the Meeting to be approved.
2 Enbridge Inc. 2021 Management Information Circular
Director nominees
Name | Director since |
Principal occupation | Independent | Committee service | 2020 voting results |
|||||||
Gregory L. Ebel (Chair) |
2017 | Corporate Director | Yes | - | 91.77 | % | ||||||
Pamela L. Carter |
2017 | Corporate Director | Yes | CSRC / GC* / HRCC | 85.23 | % | ||||||
Marcel R. Coutu |
2014 | Corporate Director | Yes | AFRC / HRCC | 89.05 | % | ||||||
Susan M. Cunningham |
2019 | Advisor, Darcy Partners | Yes | CSRC*/ HRCC / S&RC | 97.37 | % | ||||||
J. Herb England |
2007 | Chair & CEO of Stahlman- England Irrigation Inc. |
Yes | AFRC / CSRC / GC | 96.74 | % | ||||||
Gregory J. Goff |
2020 | Corporate Director | Yes | GC / HRCC | 99.57 | % | ||||||
V. Maureen Kempston Darkes |
2010 | Corporate Director | Yes | HRCC* / S&RC | 97.25 | % | ||||||
Teresa S. Madden |
2019 | Corporate Director | Yes | AFRC* / GC | 98.59 | % | ||||||
Al Monaco (President & CEO) |
2012 | President & CEO of Enbridge | No | - | 97.99 | % | ||||||
Stephen S. Poloz |
2020 | Corporate Director | Yes | AFRC / S&RC | N/A | |||||||
Dan C. Tutcher |
2006 | Corporate Director | Yes | CSRC / S&RC* | 97.81 | % |
* | Committee Chair |
AFRC |
Audit, Finance & Risk Committee |
CSRC | Corporate Social Responsibility Committee | |||
GC |
Governance Committee |
HRCC | Human Resources & Compensation Committee | |||
S&RC |
Safety & Reliability Committee |
For more detailed information on director nominees, see Director profiles beginning on page 11.
Enbridge Inc. 2021 Management Information Circular 3
Environmental, social and governance (ESG) highlights
In November 2020, we announced expanded ESG goals and targets to reinforce our priorities in areas of GHG emissions, diversity and inclusion and safety as well as increased transparency and accountability for our ESG priorities and results. Setting goals in areas core to our business and stakeholders is just one of the ways we are further integrating ESG into strategy, operations and decision-making. These goals are designed to build on our progress and broaden our efforts in a way that responds to the changing energy landscape. In addition, we are linking incentive compensation to our ESG targets and goals. The achievement of near-term emissions reduction and diversity and inclusion goals, along with ongoing safety, environmental protection and cyber security performance, have been incorporated into incentive compensation at the executive level and for all employees. See our Compensation Discussion and Analysis under the heading 2021 changes on page 76.
In the infographic above, all percentages or specific goals regarding inclusion, diversity, equity and accessibility are aspirational goals which we intend to achieve in a manner compliant with state, local, provincial and federal law, including, but not limited to, U.S. federal regulations and Equal Employment Opportunity Commission, Department of Labor and Office of Federal Contract Programs guidance.
Corporate governance highlights
We are committed to strong and sustainable corporate governance, which promotes the long-term interests of our shareholders, strengthens the Board and management accountability and helps build public trust in Enbridge. Highlights of our strong corporate governance include:
✓ Annual election of all directors |
✓ 91% independent directors |
✓ Share ownership guidelines for directors and executives |
||||||
✓ Independent Chair |
✓ 36% women directors, all of whom chair a Board committee |
✓ Independent audit, compensation and nominating committees |
||||||
✓ Separate Chair and CEO |
✓ Objective of 40% women and 20% racial and ethnic groups representation on the Board by 2025 |
✓ Majority voting policy for directors |
||||||
✓ Diversity and Inclusion Policy for directors and senior management and diversity objectives for employees |
✓ Statement on Business Conduct and Ethics & Compliance program |
✓ Annual advisory vote on executive compensation |
||||||
✓ Sustainability reporting |
✓ Individual director election (no slate voting) |
✓ Incentive compensation linked to ESG |
||||||
✓ Shareholder engagement on ESG |
✓ Annual Board, committee and director evaluation process |
✓ Board renewal 55% directors <5 years tenure |
||||||
✓ Regular executive sessions of non-management directors |
✓ Incentive Compensation Clawback Policy |
✓ Board orientation/education program |
||||||
✓ Risk oversight by Board and Board committees |
✓ Executive compensation pay-for-performance philosophy |
✓ Prohibition on hedging or pledging for directors, executives and all employees |
||||||
✓ No dual class share structure; new generation shareholder rights plan |
✓ Political contributions policy |
✓ Whistle Blower Policy |
4 Enbridge Inc. 2021 Management Information Circular
Enbridge Inc. 2021 Management Information Circular 5
6 Enbridge Inc. 2021 Management Information Circular
Enbridge Inc. 2021 Management Information Circular 7
8 Enbridge Inc. 2021 Management Information Circular
Enbridge Inc. 2021 Management Information Circular 9
10 Enbridge Inc. 2021 Management Information Circular
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 OConnor 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 attendance1
|
|||||||||||||||||
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 & Compensation2 |
|
2 out of 2 | 100% | |||||||||||||||
Total
|
|
15 out of 16
|
|
94%
|
| |||||||||||||
Enbridge securities held3
|
||||||||||||||||||
|
Enbridge shares |
DSUs4 |
Total market value of |
Minimum required6 |
||||||||||||||
|
44,639 |
|
11,744 | $2,494,943 |
$925,880 | |||||||||||||
Other board/board committee memberships7
|
||||||||||||||||||
Public7
|
||||||||||||||||||
Hewlett Packard Enterprise Company (public technology company) |
|
Director Chair, human resources and compensation committee Member, audit committee
|
| |||||||||||||||
Broadridge Financial Solutions, Inc. (public financial services company) |
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Director Chair, audit committee Member, governance and nominating committee
|
| |||||||||||||||
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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Enbridge Inc. 2021 Management Information Circular 11
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.
|
| ||||||||||||||||
Enbridge Board/Board committee memberships
|
2020 meeting attendance1
|
|||||||||||||||||
Board of Directors |
|
5 out of 6 |
|
83% |
| |||||||||||||
Audit, Finance & Risk |
|
5 out of 5 |
|
100% |
| |||||||||||||
Human Resources & Compensation |
|
4 out of 4 |
|
100% |
| |||||||||||||
Total
|
|
14 out of 15
|
|
93%
|
| |||||||||||||
Enbridge securities held3
|
||||||||||||||||||
|
Enbridge shares |
DSUs4 |
Total market value of |
Minimum required6 |
||||||||||||||
|
46,900 |
|
|
39,090 |
|
$3,805,069 |
|
$925,880 |
| |||||||||
Other board/board committee memberships7
|
||||||||||||||||||
Public7
|
||||||||||||||||||
Brookfield Asset Management Inc. (public global asset management company) |
|
Director Chair, audit committee Member, management resources and compensation committee
|
| |||||||||||||||
Power Corporation of Canada (public international management and holding company) |
|
Director Member, audit committee and human resources committee
|
| |||||||||||||||
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
|
| |||||||||||||||
IGM Financial Inc. (public personal financial services company that is an indirect subsidiary of Power Corporation of Canada)
|
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Director Member, human resources committee |
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Not-for-profit7
|
||||||||||||||||||
|
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Calgary Stampede Foundation
|
Director
|
|
12 Enbridge Inc. 2021 Management Information Circular
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 Universitys Executive Management Program. She was also Chairman of the OTC (Offshore Technology Conference) from 2010 to 2011.
|
| ||||||||||||||||
Enbridge Board/Board committee memberships
|
2020 meeting attendance1
|
|||||||||||||||||
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% |
| |||||||||||||
Total
|
|
16 out of 16
|
|
100%
|
| |||||||||||||
Enbridge securities held3
|
||||||||||||||||||
|
Enbridge shares |
DSUs4 |
Total market value of |
Minimum required6 |
||||||||||||||
|
2,581
|
|
|
7,827
|
|
$460,564
|
|
$925,880
|
| |||||||||
Other board/board committee memberships7
|
||||||||||||||||||
Public7
|
||||||||||||||||||
Oil Search Limited (public oil and gas exploration and production) |
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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) |
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Director Chair, ESG committee Member, audit committee
|
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Enbridge Inc. 2021 Management Information Circular 13
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 Energys 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 Energys 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 memberships9
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2020 meeting attendance1
|
|||||||||||||||||||||
Board of Directors (Chair) |
|
6 out of 6 |
|
100% |
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Total
|
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6 out of 6
|
|
100%
|
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Enbridge securities held3
|
||||||||||||||||||||||
|
Enbridge shares |
DSUs4 | Stock Options10 |
Total market value of (excluding stock options)5 |
Minimum required6 |
|||||||||||||||||
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651,845
|
|
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32,217
|
|
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405,408
|
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$30,269,732
|
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$925,880
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Other board/board committee memberships7
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Public7
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The Mosaic Company (public producer and marketer of concentrated phosphate and potash) |
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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) |
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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
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|
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14 Enbridge Inc. 2021 Management Information Circular
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.
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Enbridge Board/Board committee memberships
|
2020 meeting attendance1
|
|||||||||||||||||
Board of Directors |
|
6 out of 6 |
|
100% |
| |||||||||||||
Audit, Finance & Risk |
|
5 out of 5 |
|
100% |
| |||||||||||||
Corporate Social Responsibility11 |
|
2 out of 2 |
|
100% |
| |||||||||||||
Governance |
|
4 out of 4 |
|
100% |
| |||||||||||||
Total
|
|
17 out of 17
|
|
100%
|
| |||||||||||||
Enbridge securities held3
|
||||||||||||||||||
|
Enbridge shares |
DSUs4 |
Total market value of |
Minimum required6 |
||||||||||||||
|
37,306
|
|
|
86,576
|
|
$5,481,792
|
|
$925,880
|
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Other board/board committee memberships7
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Public7
|
||||||||||||||||||
FuelCell Energy, Inc. (public fuel cell company in which Enbridge holds a small interest) |
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Chair of the Board Member, audit and finance committee and nominating and governance committee
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Private7
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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)
|
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Director |
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Former U.S.-listed company directorships (last 5 years)
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Enbridge Energy Management, LLC
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Enbridge Inc. 2021 Management Information Circular 15
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.
|
| ||||||||||||||||
Enbridge Board/Board committee memberships
|
2020 meeting attendance1
|
|||||||||||||||||
Board of Directors |
|
6 out of 6 |
|
100% |
| |||||||||||||
Governance12 |
|
2 out of 2 |
|
100% |
| |||||||||||||
Human Resources & Compensation12 |
|
2 out of 2 |
|
100% |
| |||||||||||||
Total
|
|
10 out of 10
|
|
100%
|
| |||||||||||||
Enbridge securities held3
|
||||||||||||||||||
|
Enbridge shares |
DSUs4 |
Total market value of |
Minimum required6 |
||||||||||||||
|
-
|
|
|
3,644
|
|
$161,230
|
|
$925,880
|
| |||||||||
Other board/board committee memberships7
|
||||||||||||||||||
Public7
|
||||||||||||||||||
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.
|
| ||||||||||||||||
Enbridge Board/Board committee memberships
|
2020 meeting attendance1
|
|||||||||||||||||
Board of Directors |
|
6 out of 6 |
|
100% |
| |||||||||||||
Corporate Social Responsibility13 |
|
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 held3
|
||||||||||||||||||
|
Enbridge shares |
DSUs4 |
Total market value of |
Minimum required6 |
||||||||||||||
|
21,735
|
|
|
57,789
|
|
$3,518,945
|
|
$925,880
|
| |||||||||
Other board/board committee memberships7
|
||||||||||||||||||
Public7
|
||||||||||||||||||
Brookfield Asset Management Inc. (public global asset management company) |
|
Director Chair, risk management committee Member, management resources and compensation committee
|
| |||||||||||||||
Canadian National Railway Company14 (public railway company) |
|
Director Chair, strategic planning committee Member, audit committee, finance committee and pension and investment committee
|
| |||||||||||||||
Former U.S.-listed company directorships (last 5 years)
|
||||||||||||||||||
|
Schlumberger Limited
|
|
|
16 Enbridge Inc. 2021 Management Information Circular
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.
|
| |||||||||||||||
Enbridge Board/Board committee memberships
|
2020 meeting attendance1
|
|||||||||||||||||
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 held3
|
||||||||||||||||||
|
Enbridge |
DSUs4 | Total market value of Enbridge shares & DSUs5 |
Minimum required6 |
||||||||||||||
|
1,000 |
|
7,934 | $395,338 |
$925,880 | |||||||||||||
Other board/board committee memberships7
|
||||||||||||||||||
Public7
|
||||||||||||||||||
The Cooper Companies, Inc. (public medical device company)
|
|
Director Member, audit committee
|
| |||||||||||||||
|
Former U.S.-listed company directorships (last 5 years)
|
|
||||||||||||||||
|
Peabody Energy Corp.
|
|
|
Enbridge Inc. 2021 Management Information Circular 17
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.
|
| |||||||||||||||
Enbridge Board/Board committee memberships15
|
2020 meeting attendance1
|
|||||||||||||||||
Board of Directors
|
|
6 out of 6
|
|
100%
|
| |||||||||||||
Enbridge securities held3
|
||||||||||||||||||
|
Enbridge |
Stock Options |
Total market value of Enbridge shares (excluding stock options)5 |
Minimum required16 |
||||||||||||||
|
920,699 |
|
4,465,600 | $40,740,931 |
N/A | |||||||||||||
Other board/board committee memberships7
|
||||||||||||||||||
Public7
|
||||||||||||||||||
Weyerhaeuser Company (public timberlands company and wood products manufacturer)
|
|
Director Member, compensation committee
|
| |||||||||||||||
Private7
|
||||||||||||||||||
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-profit7
|
||||||||||||||||||
American Petroleum Institute (not-for-profit trade association)
|
|
Director Member, executive committee and finance committee
|
| |||||||||||||||
Business Council of Canada (not-for-profit, non-partisan organization composed of CEOs of Canadas leading enterprises)
|
|
Member
|
| |||||||||||||||
Business Council of Alberta
|
|
Member
|
| |||||||||||||||
U.S. National Petroleum Council
|
|
Member
|
| |||||||||||||||
Catalyst Canada Advisory Board
|
|
Member
|
|
18 Enbridge Inc. 2021 Management Information Circular
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 Queens 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 Universitys Senior Executive Program.
|
| |||||||||||||||
Enbridge Board/Board committee memberships
|
2020 meeting attendance1
|
|||||||||||||||||
Board of Directors17 |
|
3 out of 3 |
|
100% |
| |||||||||||||
Audit, Finance & Risk17 |
|
2 out of 2 | 100% | |||||||||||||||
Safety & Reliability17 |
|
1 out of 1 | 100% | |||||||||||||||
Total
|
|
6 out of 6
|
|
100%
|
| |||||||||||||
Enbridge securities held3
|
||||||||||||||||||
|
Enbridge |
DSUs4 | Total market value of Enbridge shares & DSUs5 |
Minimum required6 |
||||||||||||||
|
- |
|
2,676 | $118,398 |
$925,880 | |||||||||||||
Other board/board committee memberships7
|
||||||||||||||||||
Public7
|
||||||||||||||||||
CGI Inc. (public IT and business consulting services company)
|
|
Director Member, audit and risk management committee
|
|
Enbridge Inc. 2021 Management Information Circular 19
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 Brookfields 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 attendance1
|
|||||||||||||||||
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 held3
|
||||||||||||||||||
|
Enbridge |
DSUs4 | Total market value of Enbridge shares & DSUs5 |
Minimum required6 |
||||||||||||||
|
637,523 |
|
138,662 |
$34,346,186 |
$925,880 | |||||||||||||
Other board/board committee memberships7
|
||||||||||||||||||
Private7
|
||||||||||||||||||
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 52 of this Management Information Circular. |
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 means a corporation or trust that is a reporting issuer in Canada, a registrant in the U.S., or both, and that has publicly listed equity securities. Private means a corporation or trust that is not a reporting issuer or registrant. Not-for-profit means a corporation, society or other entity organized for a charitable, civil or other social purpose which does not generate profits for its members. |
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. Ebels 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 30). 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 87). 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. |
20 Enbridge Inc. 2021 Management Information Circular
Director independence
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 |
✓ |
Current Board committee participation
Director | Audit, Finance & Risk Committee |
Corporate Social Responsibility Committee |
Governance Committee |
Human Resources & Compensation Committee |
Safety & Reliability Committee |
|||||||||||||||
Not Independent |
||||||||||||||||||||
Al Monaco1 (President & CEO) |
||||||||||||||||||||
Independent |
||||||||||||||||||||
Pamela L. Carter |
✓ | chair | ✓ | |||||||||||||||||
Marcel R. Coutu2 |
✓ | ✓ | ||||||||||||||||||
Susan M. Cunningham3 |
chair | ✓ | ✓ | |||||||||||||||||
Gregory L. Ebel1 (Chair) |
||||||||||||||||||||
J. Herb England2 |
✓ | ✓ | ✓ | |||||||||||||||||
Gregory J. Goff |
✓ | ✓ | ||||||||||||||||||
V. Maureen Kempston Darkes4 |
chair | ✓ | ||||||||||||||||||
Teresa S. Madden2, 5 |
chair | ✓ | ||||||||||||||||||
Stephen S. Poloz |
✓ | ✓ | ||||||||||||||||||
Dan C. Tutcher6 |
✓ | 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, as amended. The Board has also determined that all members of the Audit, Finance & Risk Committee are financially literate according to the meaning of National Instrument 52-110 Audit Committees and the rules of the NYSE. |
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. |
Enbridge Inc. 2021 Management Information Circular 21
Board and Board committee meetings in 2020
Board/committee | Total number of meetings |
In camera sessions | Overall attendance | |||
Board |
6 | 6 | 97% | |||
Audit, Finance & Risk Committee |
5 | 5 | 97% | |||
Corporate Social Responsibility Committee |
4 | 4 | 92% | |||
Governance Committee |
4 | 4 | 96% | |||
Human Resources & Compensation Committee |
4 | 4 | 100% | |||
Safety & Reliability Committee |
4 | 4 | 91% | |||
Total |
27 | 27 | 96% |
Director attendance in 2020
Board committees1 | ||||||||||||||||||||||||||||||||||||||||||||||||
Board (6 meetings) |
AFRC (5 meetings) |
CSRC (4 meetings) |
GC (4 meetings) |
HRCC (4 meetings) |
S&RC (4 meetings) |
|||||||||||||||||||||||||||||||||||||||||||
Director | # | % | # | % | # | % | # | % | # | % | # | % | ||||||||||||||||||||||||||||||||||||
Pamela L. Carter2 |
6 | 100 | - | - | 4 | 100 | 3 | 75 | 2 | 100 | - | - | ||||||||||||||||||||||||||||||||||||
Marcel R. Coutu |
5 | 83 | 5 | 100 | - | - | - | - | 4 | 100 | - | - | ||||||||||||||||||||||||||||||||||||
Susan M. Cunningham3 |
6 | 100 | - | - | 2 | 100 | - | - | 4 | 100 | 4 | 100 | ||||||||||||||||||||||||||||||||||||
Gregory L. Ebel4 |
6 | 100 | 5 | 100 | 4 | 100 | 4 | 100 | 4 | 100 | 4 | 100 | ||||||||||||||||||||||||||||||||||||
J. Herb England5 |
6 | 100 | 5 | 100 | 2 | 100 | 4 | 100 | - | - | - | - | ||||||||||||||||||||||||||||||||||||
Gregory J. Goff6 |
6 | 100 | - | - | - | - | 2 | 100 | 2 | 100 | - | - | ||||||||||||||||||||||||||||||||||||
V. Maureen Kempston Darkes7 |
6 | 100 | - | - | 2 | 100 | - | - | 4 | 100 | 4 | 100 | ||||||||||||||||||||||||||||||||||||
Teresa S. Madden |
6 | 100 | 5 | 100 | - | - | 4 | 100 | - | - | - | - | ||||||||||||||||||||||||||||||||||||
Al Monaco8 |
6 | 100 | 5 | 100 | 4 | 100 | 4 | 100 | 4 | 100 | 4 | 100 | ||||||||||||||||||||||||||||||||||||
Stephen S. Poloz9 |
3 | 100 | 2 | 100 | - | - | - | - | - | - | 1 | 100 | ||||||||||||||||||||||||||||||||||||
Dan C. Tutcher |
6 | 100 | - | - | 3 | 75 | - | - | - | - | 3 | 75 |
1 | Audit, Finance & Risk Committee (AFRC), Corporate Social Responsibility Committee (CSRC), Governance Committee (GC), Human Resources & Compensation Committee (HRCC) and Safety & Reliability Committee (S&RC). |
2 | Ms. Carter was appointed to HRCC on May 4, 2020. |
3 | Ms. Cunningham was appointed to CSRC on May 4, 2020. |
4 | Mr. Ebel is not a member of any Board committee. As Chair of the Board, he attends Board committee meetings. |
5 | Mr. England was appointed to the CSRC on May 4, 2020. |
6 | Mr. Goff was appointed to the Board on February 11, 2020. He was appointed to HRCC and GC on May 4, 2020. |
7 | Ms. Kempston Darkes ceased to be a member of CSRC on May 4, 2020. |
8 | Mr. Monaco is not a member of any Board committee. As a director and President & CEO, he attends Board committee meetings at the request of such committees. |
9 | Mr. Poloz was appointed to the Board on June 4, 2020. He was appointed to AFRC and S&RC on July 22, 2020. |
22 Enbridge Inc. 2021 Management Information Circular
Board diversity and tenure
Four of Enbridges 11 directors, or approximately 36% of the Board, are women. All four women serve as Board committee chairs and are standing for re-election. The charts below show director gender diversity, tenure and age. The average tenure for our directors is approximately 6.26 years. For further information on our Diversity and Inclusion Policy, our diversity and inclusion objectives, guidelines for director retirement and the latest date of retirement for each director, please refer to the Director profiles beginning on page 11 and Director tenure, Identifying new Board candidates and Diversity and inclusion beginning on page 37 of this Management Information Circular.
Age | Board tenure (years of service) |
|||||||||||||||||||||||
Director | <60 | 60-69 | 70-75 | 0-5 | 5-10 | 10-15 | ||||||||||||||||||
Pamela L. Carter |
✓ | ✓ | ||||||||||||||||||||||
Marcel R. Coutu |
✓ | ✓ | ||||||||||||||||||||||
Susan M. Cunningham |
✓ | ✓ | ||||||||||||||||||||||
Gregory L. Ebel (Chair) |
✓ | ✓ | ||||||||||||||||||||||
J. Herb England |
✓ | ✓ | ||||||||||||||||||||||
Gregory J. Goff |
✓ | ✓ | ||||||||||||||||||||||
V. Maureen Kempston Darkes |
✓ | ✓ | ||||||||||||||||||||||
Teresa S. Madden |
✓ | ✓ | ||||||||||||||||||||||
Al Monaco |
✓ | ✓ | ||||||||||||||||||||||
Stephen S. Poloz |
✓ | ✓ | ||||||||||||||||||||||
Dan C. Tutcher |
✓ | ✓ | ||||||||||||||||||||||
Total |
1 | 6 | 4 | 6 | 2 | 3 |
Mix of skills and experience
We maintain a skills and experience matrix for our directors in areas we think are important for a corporation like ours. We use this skills matrix to annually assess our Board composition and in the recruitment of new directors. The table below indicates each directors skills and experience in the areas indicated based on a self-assessment by each director.
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 |
✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ |
Enbridge Inc. 2021 Management Information Circular 23
Compensation committee interlocks and insider participation
The table below sets out the board interlocks in 2020. The Board has determined that the board interlocks set out below do not impair the ability of these directors to exercise independent judgment as members of our Board.
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 |
ITEM 2: Appointment of our auditor
24 Enbridge Inc. 2021 Management Information Circular
External auditor services fees
The following table sets forth all services rendered by the companys auditors, PwC, by category, together with the corresponding fees billed by the auditors for each category of service for the financial years ended December 31, 2020 and 2019.
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 companys auditors that are reasonably related to the performance of the audit or review of the companys 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 companys 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 companys 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 |
Enbridge Inc. 2021 Management Information Circular 25
26 Enbridge Inc. 2021 Management Information Circular
28 Enbridge Inc. 2021 Management Information Circular
Enbridge Inc. 2021 Management Information Circular 29
30 Enbridge Inc. 2021 Management Information Circular
Enbridge Inc. 2021 Management Information Circular 31
Our strategic planning process
32 Enbridge Inc. 2021 Management Information Circular
Board committee | Risk oversight responsibilities | |
Audit, Finance & Risk |
Oversight of the companys method of reviewing major risks inherent in the companys businesses, facilities and strategic directions and the companys risk management and evaluation process; the companys corporate risk assessment; and the companys strategies, policies and practices relating to assessing, managing, preventing and mitigating risk and the integrity of our financial statements and financial reporting process, including the annual review of the companys principal and financial risks and insurance program. | |
Corporate Social Responsibility |
Oversight of corporate social responsibility and sustainability matters including climate and energy, Indigenous rights and relationships, stakeholder engagement, government relations and ESG matters, as well as our reporting in this area. | |
Governance |
Oversight of corporate governance framework, including director appointment, education and evaluation processes, Enbridges corporate governance practices, Statement on Business Conduct and the Diversity and Inclusion Policy. | |
Human Resources & Compensation |
Oversight of people- and compensation-related risks, ensuring our compensation program and practices do not encourage inappropriate or excessive risks that could have a material adverse impact on the company; succession planning; pension, retirement and savings plans; and the companys diversity and inclusion strategy. | |
Safety & Reliability |
Oversight of safety and operational risks including pipeline and facility integrity management, security (including physical, data and cyber security), emergency response, enterprise-wide safety culture and environment, health and safety. |
Enbridge Inc. 2021 Management Information Circular 33
34 Enbridge Inc. 2021 Management Information Circular
Date | Topic | Presented by | Attendance | |||
February 11, 2020 |
Power Industry |
Enbridge Inc. and McKinsey & Company |
All members of the Board except Mr. Tutcher | |||
February 12, 2020 |
Application of Innovation & Technology Lab to Business Priorities |
Enbridge Inc. | All members of the Board except Mr. Tutcher | |||
February 12, 2020 |
Financial Risk Management Practices |
Enbridge Inc. | All members of the Board | |||
July 22, 2020 |
Energy After COVID-19 |
Ed Crooks, Wood Mackenzie |
All members of the Board |
Enbridge Inc. 2021 Management Information Circular 35
Board evaluation
The Governance Committee is responsible for assessing the performance of the Board and its Chair, the Board committees and individual directors on an ongoing basis.
36 Enbridge Inc. 2021 Management Information Circular
Enbridge Inc. 2021 Management Information Circular 37
Board and senior management diversity representation goals | Representation (self-identified) at March 2, 2021 | |||
By 2025, Board and senior management representation of: |
40% women Board 40% women senior management |
Four of 11 (36%) directors Eight of 31 (26%) senior management (officer positions) | ||
20% racial and ethnic groups Board 28% racial and ethnic groups senior management |
One of 11 (9%) directors members of visible minorities Seven of 31 (23%) senior management (officer positions) of Enbridge members of visible minorities |
38 Enbridge Inc. 2021 Management Information Circular
Workforce diversity representation goals |
| |
Build an inclusive environment of talent that represents the communities in which we operate through achievement, by 2025, of workforce representation of: |
40% women 28% racial and ethnic groups (goals will also be set for 2022 to 2024 to help us achieve our 2025 goals) 6% persons with disabilities 7% veterans |
Enbridge Inc. 2021 Management Information Circular 39
40 Enbridge Inc. 2021 Management Information Circular
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48 Enbridge Inc. 2021 Management Information Circular
Enbridge Inc. 2021 Management Information Circular 49
50 Enbridge Inc. 2021 Management Information Circular
Enbridge Inc. 2021 Management Information Circular 51
2020 Directors Compensation Plan retainers1 | ||||||||||||||||||||||||||||||||||||
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 (per meeting) |
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. |
Enbridge Inc. 2021 Management Information Circular 53
For purposes of the explanation that follows in this paragraph, all references to retainer shall include the Board retainer and additional retainers described in the table above. Before a director reaches the minimum share ownership level, at least one half of their retainer will be paid in the form of DSUs, with the balance paid in cash, Enbridge shares or DSUs, according to a percentage mix they choose. Once a director reaches the minimum share ownership level, they can choose to receive between 35% and their entire retainer in DSUs, with the balance in cash, Enbridge shares or a combination of both, according to a percentage mix they choose. Directors are allocated the DSUs and Enbridge shares based on the weighted average of the trading price of the Enbridge shares on the TSX for the five trading days immediately preceding the date that is two weeks prior to the date of payment.
Directors who do not make a timely election as to the form in which they wish to receive their retainer will receive the applicable minimum amount in DSUs (in 2020, 35% if they have met the share ownership requirement and 50% if they have not) and the balance in cash.
The table below shows the compensation components in which each directors annual retainer for the year ended December 31, 2020 was delivered.
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 Monaco1 |
- | - | - | |||
Stephen S. Poloz |
30 | - | 70 | |||
Dan C. Tutcher |
- | - | 100 | |||
Former Directors |
||||||
Charles W. Fischer2 |
50 | - | 50 | |||
Catherine L. Williams3 |
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. |
54 Enbridge Inc. 2021 Management Information Circular
The table below provides information concerning the compensation of each non-employee director who served at any time in 2020. Mr. Monaco does not receive any compensation as a director of Enbridge because he is our President & CEO. For information on Mr. Monacos compensation, see page 88.
Share based awards2 | All other compensation |
Total | ||||||||||||||||||||||||||||||||||
Fees earned1 (cash) |
Enbridge Shares3 |
DSUs3 | Other fees4 |
Dividends on DSUs5 |
||||||||||||||||||||||||||||||||
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 Monaco6 |
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
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. Fischer7 |
100,259 | - | - | 2,124 | 100,259 | - | 17 | 757 | 201,275 | |||||||||||||||||||||||||||
Catherine L. Williams8 |
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 $0.81. Dividend equivalents vest at the time of grant. |
6 | Mr. Monaco does not receive any compensation as a director of Enbridge because he is our President & CEO. |
7 | Mr. Fischer passed away on June 17, 2020. |
8 | Ms. Williams retired from the Board on May 5, 2020. |
Enbridge Inc. 2021 Management Information Circular 55
Change in director equity ownership
The table below shows the change in each director nominees equity ownership from March 2, 2020 to March 2, 2021, the dates of the management information circular for the 2020 annual meeting of shareholders and of this Management Information Circular, respectively, and his or her status in meeting the share ownership requirements.
Director | Enbridge shares (#) |
Enbridge stock options (#) |
DSUs(#) |
Total Enbridge shares + |
Market (at risk) value of equity holdings (C$)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. Ebel3 |
||||||||||||||||||||
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 Monaco4 |
||||||||||||||||||||
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 | ) |
56 Enbridge Inc. 2021 Management Information Circular
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. Ebels 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 87 of this Management Information Circular for information on his Enbridge share ownership as a multiple of his base salary. |
Security ownership of certain beneficial owners and management
Beneficial ownership table
The table below sets forth the number and percentage of outstanding Enbridge shares beneficially owned by each of our Directors, each of our NEOs and all Directors and executive officers as a group, as of March 2, 2021. The number of Enbridge shares beneficially owned by each person is determined under applicable SEC rules. Under these rules, a person is deemed to have beneficial ownership of any shares over which that person, directly or indirectly, has or shares voting or investment power, plus any shares that the person has the right to acquire within 60 days, including through the exercise of stock options. Unless otherwise indicated, for each person named in the table, the number in the Number of Enbridge shares acquirable within 60 days column includes shares covered by stock options that may be exercised and that vest within 60 days after March 2, 2021. Unless otherwise indicated in the table, the address of each of the individuals below is c/o Enbridge Inc., 200, 425 1st Street SW, Calgary, Alberta, T2P 3L8.
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 group2 | 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. Whelens security ownership is not included in this total as he retired effective November 15, 2020. |
* | Represents less than 1% of the outstanding Enbridge shares. |
Enbridge Inc. 2021 Management Information Circular 57
58 Enbridge Inc. 2021 Management Information Circular
Enbridge Inc. 2021 Management Information Circular 59
60 Enbridge Inc. 2021 Management Information Circular
Performance highlights for 2020
Priorities | Actions | |||
1 | Delivered distributable cash flow (DCF) and dividend growth |
Strong financial and operating performance Delivered $4.67 DCF per share1, 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 Appendix B Non-GAAP reconciliation. |
62 Enbridge Inc. 2021 Management Information Circular
Compensation highlights for 2020
The following table shows annual base salary increases, voluntary base salary reductions and awards under the short-, medium- and long-term incentive plans for the NEOs, in each case as a percentage of base salary:
Executive | Annual base salary increase1 |
Base salary reduction2 |
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. |
Enbridge Inc. 2021 Management Information Circular 63
Compensation policies and practices
What we do | What we dont do | |||||
|
✓ Use a pay-for-performance philosophy whereby the majority of compensation provided to executives is at risk |
× Pay out incentive awards when unwarranted by performance |
| |||
|
✓ Use a blend of short-, medium- and long-term incentive awards that are linked to business plans for the respective timeframe |
× Count performance stock units, unvested restricted stock units or unexercised stock options toward stock ownership requirements |
| |||
|
✓ Incorporate risk management principles into all decision-making processes to ensure compensation programs do not encourage inappropriate or excessive risk-taking by executives |
× Grant stock options with exercise prices below 100% fair market value or re-price out-of-the-money options |
| |||
|
✓ Regularly review executive compensation programs through third-party experts to ensure ongoing alignment with shareholders and regulatory compliance |
× Use employment agreements with single-trigger voluntary termination rights in favor of executives |
| |||
|
✓ Use both preventative and incident-based safety, environmental and operational metrics that are directly linked to short-term incentive awards |
× Permit hedging of Enbridge securities |
| |||
|
✓ Have meaningful stock ownership requirements that align the interests of executives with those of Enbridge shareholders |
× Grant loans to directors or senior executives |
| |||
|
✓ 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 |
× Provide stock options to non-employee directors |
| |||
|
✓ Have an incentive compensation clawback policy |
× Guarantee bonuses |
| |||
|
✓ Use double-trigger change-in-control provisions within all incentive plan agreements beginning in 2017 |
× Apply tax gross-ups to awards |
|
64 Enbridge Inc. 2021 Management Information Circular
As always, Enbridges focus on the safety of its employees, their families and their communities was at the forefront of our corporate actions in response to the COVID-19 pandemic. Our response was swift and compassionate, supporting our employees and our operations. This included implementing an immediate work-from-home policy wherever possible and new safety protocols to protect our people, keeping our systems running safely and maintaining work on critical projects.
The following tables and charts outline key performance achievements for 2020.
Corporate actions
Delivered strong financial results | Optimized the base business | |||
Achieved DCF per share1 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 $1.6 billion of secured growth projects, including the final phase of Atlantic Bridge, Sabal Trail Phase II, the 2020 Modernization Program within Gas Transmission and Midstream, and the 2020 Utility Growth Program, including the Owen Sound Reinforcement and Windsor Line Replacement projects |
1 | DCF per share is a non-GAAP measure; this measure is defined and reconciled in Appendix B Non-GAAP reconciliation. |
2020 project execution
Project | Expected ISD | Capital ($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. |
Financial
DCF per share1
1 | DCF and DCF per share are non-GAAP measures; these measures are defined and reconciled in Appendix B Non-GAAP reconciliation. |
Enbridge Inc. 2021 Management Information Circular 65
Approach to executive compensation
Enbridges approach to executive compensation is set by the HRC Committee and approved by the Board. The compensation programs are designed to accomplish three objectives:
| attract and retain a highly effective executive team; |
| align executives actions with Enbridges business strategy and the interests of Enbridge shareholders and other stakeholders; and |
| incentivize and reward executives for short-, medium- and long-term performance. |
Alignment with company strategy
Executive compensation design
Enbridges executive compensation design consists of several components that balance the use of short- (annual incentive), medium- (performance stock units and restricted stock units) and long-term vehicles (stock options). The following chart describes the NEOs compensation components and the time horizon for vesting and/or realized value.
66 Enbridge Inc. 2021 Management Information Circular
Effective April 1, 2020, annual base salary adjustments, as shown below, were provided to the President & CEO and other NEOs. 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.
While Enbridge demonstrated resilience throughout the crises in 2020, it was not immune to the precipitous decline in economic activity and reduced demand for energy. Management took prudent and necessary action to reduce operating costs across the business and avoided company-wide layoffs by pursuing initiatives including organization-wide salary rollbacks (with voluntary base salary reductions for the CEO (15%) and other NEOs (10%) and Board compensation reduction (15%) effective June 1, 2020), a voluntary workforce reduction program and supply chain efficiencies.
Executive | Base
salary at January 1, 20201 |
April 1, 2020 increase % |
Base salary at April 1, 20201 |
June 1, 2020 reduction % |
Base
salary at December 31, 20201 |
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. |
Enbridge Inc. 2021 Management Information Circular 67
For 2020, each NEOs target STIP award and corresponding weighting of corporate, business unit and individual performance metrics were as follows:
Executive | 2020 target STIP (% of base salary) |
2020 target STIP1 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. Whelen3 |
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. Whelens 2020 target STIP award has been prorated based on his retirement date of November 15, 2020. |
The HRC Committee retains discretion to change performance measures, scorecards and the award levels when it believes it is reasonable to do so, considering matters such as key performance indicators and the business environment in which the performance was achieved. In addition, the HRC Committee retains discretion to approve adjustments to the calculated STIP award to reflect extraordinary events and other factors not contemplated in the original measures or targets. In 2020, no such adjustments were made to performance measures, scorecards or award levels, despite the unprecedented challenges Enbridge faced due to the COVID-19 pandemic and the reduced energy demand.
As illustrated below, STIP awards are earned between 0-200% of the target award based on achievement of the applicable corporate, business unit and individual performance metrics and giving effect to the applicable weighting of each metric.
68 Enbridge Inc. 2021 Management Information Circular
Corporate performance
For purposes of Enbridges 2020 STIP awards, 2020 DCF per share was determined to be $4.69 and resulted in a performance multiplier of 1.27x, representing 100% of the corporate performance metric. No discretion was applied beyond standard normalizations.
2020 corporate STIP metric | DCF per share1 | Performance multiplier2 | ||||
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 Appendix B Non-GAAP reconciliation. |
2 | DCF per share between thresholds in this table result in a performance multiplier calculated on a linear basis. |
Business unit performance
The HRC Committee approved the application of the following scorecards for each of the NEOs. While the specific metrics used vary by business unit, each scorecard includes objectives relating to operational performance and reliability, financial performance and project execution as outlined below:
Executive | Business unit metrics | Description | ||
Al Monaco |
Composite measure1 |
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. |
Enbridge Inc. 2021 Management Information Circular 69
Individual performance
In the first quarter of 2020, after discussion with the Board, the HRC Committee approved individual performance objectives for Mr. Monaco, taking into consideration the companys financial and strategic priorities. For our other NEOs, Mr. Monaco established their individual objectives for 2020 at the start of the year, based on strategic and operational priorities related to each executives portfolio and other factors.
Short-term incentive award outcomes
Each NEOs calculated STIP award, as well as the actual award, is as follows:
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 |
Short-term incentive award calculations
Enbridge delivered strong results in 2020 driven by solid operating performance across the entire asset base despite the unprecedented impact of COVID-19 and reduced energy demand, demonstrating the resiliency of cashflows associated with Enbridges low-risk business model. Though the business environment changed drastically because of these crises, management was held to account against the original 2020 STIP targets set at the beginning of the year and well in advance of COVID-19. Performance outcomes are based on actual results relative to the agreed targets and were achieved through early, swift and sustained management actions throughout 2020. Furthermore, no discretion was requested nor applied to the calculated awards.
Executive | Base salary1 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. |
Medium- and long-term incentives
70 Enbridge Inc. 2021 Management Information Circular
Medium- and long-term incentive grants are determined as follows:
The table below outlines the medium- and long-term incentive plans used 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 |
Medium- and long-term incentive targets (as a % of base salary)
The table below shows the target medium- and long-term incentive awards for each NEO in 2020, as well as the amount each plan contributes to that total, in each case as a percentage of base salary. These targets represent a 60%/20%/20% PSU/RSU/ISO vehicle mix.
Executive |
Total 2020 target 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 | % |
Enbridge Inc. 2021 Management Information Circular 71
Performance stock units
PSUs are granted annually, in the first quarter of the year, and vest after three years based on the achievement of pre-established and specific performance measures; the executives potential payout at the end of the performance period can range from 0% to 200% of the target award depending on the level of achievement of the performance measures.
For grants in 2020, the following two performance measures were used, each weighted at 50%:
| DCF per share growth. This measure represents a commitment to Enbridge shareholders to achieve distributable cash flow growth that demonstrates Enbridges ability to deliver on its growth plan and continued dividend increases. Measurement against Enbridges 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 Enbridges compensation programs. Furthermore, DCF per share growth is only one of two equally weighted metrics used for PSUs. |
| Relative TSR. This measure is used to compare Enbridge against its performance comparator group. For this measure, Enbridge compares itself against the following group of companies, chosen because they are all capital market competitors, operating in a comparable industry sector. |
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. |
Payout is determined at the end of the three-year term using an actual performance multiplier that ranges from 0% to 200% depending on whether the performance conditions are met. The final Enbridge share price for payout is the volume weighted average trading price of Enbridge shares on the TSX or NYSE for the 20 trading days immediately preceding the maturity date, on which performance is certified. Payout is made in cash.
2020 performance stock unit grant
The mechanics of the 2020 PSU grant is illustrated below.
72 Enbridge Inc. 2021 Management Information Circular
The following PSU grants were made to the NEOs in 2020:
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. |
Restricted stock units
RSUs are granted annually, in the first quarter of the year, and vest after three years. Payout is determined at the end of the three-year term. The final Enbridge share price at the end of the term is the volume weighted average trading price of Enbridge shares on the TSX or NYSE for the last 20 trading days before the end of the term. These awards, including dividend equivalents accrued as additional RSUs, are settled in Enbridge shares.
2020 restricted stock unit grant
The following RSU grants were made to the NEOs in 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. |
Incentive stock options
ISOs provide executives an opportunity to buy Enbridge shares at some point in the future at the exercise price defined at the time of grant. Members of Enbridges senior management, including all of the NEOs, are eligible to receive ISOs.
ISOs are typically granted in February or March every year to both Canadian and U.S. members of senior management. ISOs vest in equal instalments over a four-year period. The maximum term of an ISO is 10 years, but the term can be reduced if the executive leaves Enbridge as described in the Termination provisions of equity compensation plans section. The exercise price of an ISO is the closing price of an Enbridge share on the listed exchange the last trading day before the grant date. The grant date will be no earlier than the third trading day after a trading blackout period ends. ISOs are never backdated or re-priced. ISOs may be granted to executives when they join Enbridge, normally effective on the executives date of hire. If the hire date falls within a blackout period, the grant is delayed until after the end of the blackout period.
Enbridge Inc. 2021 Management Information Circular 73
2020 incentive stock option grant
The following ISO grants were made to the NEOs in 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. |
Awards vesting in 2020
2018 performance stock unit payout
The PSUs granted in February 2018 matured on December 31, 2020 and both performance targets were exceeded. The DCF per share compound growth was 9.15%, while the relative TSR performance placed at the 77th percentile. The overall performance multiplier of 1.82x was calculated based on the following metrics:
Multiplier1 | 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. |
Adjusted DCF per share is based on operating cash flows and is a non-GAAP measure, which is defined and reconciled in Appendix B Non-GAAP reconciliation.
For incentive compensation purposes, adjusted DCF per share also includes certain adjustments for events or circumstances not contemplated at the time the performance metrics were originally established see Appendix B.
The performance peer group for the 2018 PSU payout was as follows:
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. |
74 Enbridge Inc. 2021 Management Information Circular
This resulted in the following payouts for the NEOs in early 2021:
Executive | PSUs granted (#) |
+ | Notionally reinvested dividends (#) |
Total PSUs (#) |
x | Performance multiplier |
x | Final share price1 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$1.2740. |
2017 Spectra Energy phantom stock unit payout
The 2017 Spectra Energy phantom stock units granted to Mr. Yardley on February 14, 2017 vested on February 14, 2020.
Executive | Total phantom stock units (#) |
x | Final share price1 2 ($) |
= | 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$109,938 was made. |
2018 restricted stock unit payout
Mr. Gruending received a 2018 RSU grant which vested on December 1, 2020.
Executive | RSUs granted (#) |
+ | Notionally reinvested dividends (#) |
Total RSUs (#) |
x | Final share price1 ($) |
= | Payout ($) |
||||||||||||||||||||||||
Colin K. Gruending |
4,960 | + | 998 | 5,958 | x | 38.25 | = | 227,877 |
1 | The volume weighted average share price of an Enbridge share on the TSX for the 20 trading days immediately preceding December 1, 2020. |
2019 restricted stock unit payout
On May 8, 2019, Mr. Yardley was awarded a retention award given his critical role in delivering Gas Transmission and Midstream strategic priorities. This award consisted of 40,421 RSUs, 20% of which vested on May 8, 2020, the first anniversary of the grant. Another 20% of the award will vest on the second anniversary, and the remaining 60% on the third anniversary of the grant date. The table below outlines the tranche that vested in 2020:
Executive | RSUs granted (#) |
+ | Notionally reinvested dividends (#) |
Total RSUs (#) |
x | Final share price1 2 ($) |
= | Payout2 ($) |
||||||||||||||||||||||||
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. |
Enbridge Inc. 2021 Management Information Circular 75
Total direct compensation for Named Executive Officers
Profiles have been prepared for each of the NEOs that provide:
| 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). |
The values provided in the NEOs profiles are taken from the 2020 summary compensation table.
76 Enbridge Inc. 2021 Management Information Circular
Al Monaco
President & CEO
Mr. Monaco is responsible for setting and executing Enbridges strategic priorities and serves on the companys Board of Directors.
|
In 2020, Mr. Monaco provided strategic and executive leadership in the following areas:
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. Monacos 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. Monacos pay have resulted in an increase in his target total direct compensation. These adjustments demonstrate the HRC Committees 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 companys 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.
|
|
Enbridge Inc. 2021 Management Information Circular 77
Colin K. Gruending
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.
|
In 2020, Mr. Gruending provided strategic and executive oversight in the following areas:
John K. Whelen
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.
|
In 2020, Mr. Whelen provided strategic and executive oversight in the following areas:
78 Enbridge Inc. 2021 Management Information Circular
William T. Yardley
Executive Vice President & President, Gas Transmission & Midstream
Mr. Yardley is responsible for Enbridges natural gas transmission and midstream business across North America.
|
In 2020, Mr. Yardley provided strategic and executive oversight in the following areas:
Vern D. Yu
Executive Vice President & President, Liquids Pipelines
Mr. Yu is responsible for Enbridges crude oil and liquids pipeline business across North America.
|
In 2020, Mr. Yu provided strategic and executive oversight in the following areas:
Enbridge Inc. 2021 Management Information Circular 79
Robert R. Rooney
Executive Vice President & Chief Legal Officer
Mr. Rooney is responsible for the legal, ethics and compliance, security and aviation functions across Enbridge.
|
In 2020, Mr. Rooney provided executive oversight for a number of substantial legal, business and regulatory matters, including:
80 Enbridge Inc. 2021 Management Information Circular
The NEOs participate in the Senior Management Pension Plan (SMPP), a non-contributory defined benefit plan that provides market competitive retirement income to all Canadian and U.S. members of senior management. Before becoming participants in the SMPP, certain NEOs participated in a non-contributory defined benefit or defined contribution pension plan.
Defined benefit plan
The following graphic shows how the SMPP retirement benefit payable at normal retirement age is calculated:
Key terms of the SMPP:
| 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. |
The SMPP consists of benefits paid from the following tax-qualified and supplemental pension plans, collectively referred to as the SMPP:
| 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 |
Prior to the merger of Enbridge Inc. and Spectra Energy Corp (the Merger Transaction), Mr. Yardley participated in a qualified and a non-qualified cash balance arrangement, to which there are no further contributions or service accruals.
Enbridge Inc. 2021 Management Information Circular 81
Summary of defined benefits
The following table outlines estimated annual retirement benefits, accrued pension obligations and compensatory and non-compensatory changes for the NEOs under the defined benefit pension plans. All information is based on the assumptions and methods used for the purposes of reporting the companys financial statements and which are described in the companys financial statements.
Executive8 | Credited service (years) |
Annual benefits payable | Accrued obligation at Jan 1, 2020 ($) |
Compensatory ($) |
Non- compensatory ($) |
Accrued obligation at Dec 31, 2020 ($) |
||||||||||||||||||||||
At year end ($) |
At age 65 ($) |
|||||||||||||||||||||||||||
A | B | C | A+B+C | |||||||||||||||||||||||||
Al Monaco3 |
22.08 | 1,463,000 | 1,625,000 | 26,182,000 | 1,462,000 | 2,333,000 | 29,977,000 | |||||||||||||||||||||
Colin K. Gruending4 |
17.25 | 232,000 | 530,000 | 4,681,000 | 1,017,000 | 675,000 | 6,373,000 | |||||||||||||||||||||
John K. Whelen5 |
23.03 | 447,000 | 447,000 | 8,039,000 | 525,000 | 1,438,000 | 10,002,000 | |||||||||||||||||||||
William T. Yardley6 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. Monacos 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. Monacos appointment to President & CEO, a cap to the annual pension payable of $1,750,000 was implemented. |
4 | Mr. Gruendings SMPP retirement benefits earned after December 31, 2017 are not indexed for inflation. |
5 | Mr. Whelens annual benefits payable and accrued obligation at year end reflects his retirement in 2020. |
6 | The impact of changes to exchange rates on Mr. Yardleys accrued obligation is reflected in the non-compensatory change. The accrued obligation for Mr. Yardleys 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$1.2740. |
8 | In 2020, all NEOs were granted a temporary hold-harmless against a reduction to their SMPP pension resulting from the significant reductions in base salary should they retire within 5 years of the reduction. These base salary reductions were related to the impacts of COVID-19, reduced energy demand and reduced commodity prices, and were not intended to have a permanent impact on the SMPP lifetime pensions. As indicated under 2021 changes on page 76, NEO base salaries are to be reinstated in 2021. |
Defined contribution plan
The defined contribution pension plan is a non-contributory pension plan. The level of contribution varies, depending on age and years of service. None of the NEOs are currently participating in the defined contribution pension plan.
Mr. Monaco, Mr. Gruending, Mr. Whelen and Mr. Yu participated in the defined contribution plan for three years, four years, four years and five years, respectively, prior to joining the SMPP. The values shown below reflect market value of assets of the defined contribution plan.
Executive | Accumulated value at Jan 1, 2020 ($) |
Compensatory change1 ($) |
Accumulated value at Dec 31, 2020 ($) |
|||||||||
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. |
82 Enbridge Inc. 2021 Management Information Circular
Enbridge Inc. 2021 Management Information Circular 83
Management and the HRC Committee engaged Mercer in 2020 to provide analysis and advice on various compensation matters. The following table provides a breakdown of services provided by and fees paid to Mercer and its affiliates (a significant portion of which relate to risk brokerage service fees paid to Marsh Inc., a Mercer affiliate) by Enbridge and its affiliates in 2020 and 2019:
Nature of work | Approximate fees in 2020 ($) | Approximate fees in 2019 ($) | ||||||||
Executive compensation related fees1 |
|
296,735 |
|
|
296,632 |
|||||
All other fees2 |
|
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. |
Compensation services received by Enbridge from Advisors are not sole sourced from one provider; each situation and need is assessed independently, and other providers are used depending on the nature of the service required, and the qualifications of the provider. In 2020, Enbridge did not engage the services of other compensation consultants.
84 Enbridge Inc. 2021 Management Information Circular
Annual decision-making process
The HRC Committee reviews and approves the compensation plans and pay levels for all the NEOs except the President & CEO. The HRC Committee reviews and recommends the compensation plans and pay level for the President & CEO to the Board.
The chart below shows the process by which compensation decisions are made.
Enbridge Inc. 2021 Management Information Circular 85
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. |
86 Enbridge Inc. 2021 Management Information Circular
Target and actual share ownership as of December 31, 2020
Enbridge Inc. 2021 Management Information Circular 87
Executive compensation tables and other compensation disclosures
2020 summary compensation table
The table below shows the total amounts that Enbridge and its subsidiaries paid and granted to the NEOs for the years ended December 31, 2020, 2019 and 2018. Amounts represented below for Mr. Yardley were originally paid in U.S. dollars and have been converted to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.2740, US$1 = C$1.2967, and US$1 = C$1.3657 for 2020, 2019 and 2018, respectively.
Name and principal position1 |
Year | Salary ($) |
Stock- based awards2 ($) |
Option- based |
Non- equity plan sation4 |
Pension value5 ($) |
All other compen- sation6 ($) |
Total ($) | ||||||||||||||||||||||||||||||||
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 |
$3.40 |
4 | The amounts disclosed in this column represent amounts paid under the Enbridge Inc. STIP with respect to the 2020, 2019 and 2018 performance years. |
5 | The pension values are equal to the compensatory change shown in the defined benefit plan table. |
88 Enbridge Inc. 2021 Management Information Circular
6 | The table below describes the elements comprising the amounts presented in this column for 2020: |
Executive |
Matching ($) |
Excess flexible ($) |
Unused vacation ($) |
Personal use ($) |
Parking ($) |
Other benefitsb ($) |
Total ($) | ||||||||||||||||||||||||||||
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. |
Executive compensation and shareholder return
The chart below shows the value of a $100 investment made January 1, 2016 in both Enbridge common shares and the S&P/TSX Composite Index and the S&P 500 index, at the end of each of the last five years (assuming reinvestment of dividends throughout the term). It also shows the growth in average total direct compensation for the NEOs reported in the 2020 summary compensation table over the same period.
Total direct compensation includes base salary, short-term incentive award paid, and the grant value of medium- and long-term incentive awards. Average total direct compensation is taken by dividing total direct compensation from the 2020 summary compensation table by the number of named executives in any given year. The total direct compensation value for NEOs is 0.72% of our adjusted earnings of $4,894 million for 2020.
The total return on Enbridge common shares has been positive from 2016 to 2020. Average compensation paid to the NEOs has also increased over the same period.
Enbridge Inc. 2021 Management Information Circular 89
Outstanding option-based and share-based awards
The table below shows the option-based and share-based awards that were outstanding on December 31, 2020. The market value of unvested or unearned awards is calculated based on C$40.71 per share for awards denominated in Canadian dollars and US$31.99 for awards denominated in U.S. dollars, the closing prices of our shares on the TSX and NYSE on December 31, 2020. The grant date fair value for U.S. option grants and the market value of unvested or unearned awards denominated in U.S. dollars were each converted from U.S. dollars to Canadian dollars using the published WM/Reuters 4 pm London year-end exchange rate of US$1 = C$1.2740.
Option-based awards1 | Share-based awards | |||||||||||||||||||||||||||||||
|
Number of (#) |
Option ($) |
Option date |
Value of
in-the-money unexercised options3 |
Number (#) |
Market
or value of units not ($) |
Market
or ($) |
|||||||||||||||||||||||||
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 |
90 Enbridge Inc. 2021 Management Information Circular
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$1.2740. |
4 | The number of PSUs and RSUs outstanding includes dividend equivalents as of December 31, 2020. |
5 | A performance multiplier of 1.0x has been used (PSUs only), based on achieving the target performance level as defined in the plan. |
6 | Reflects the payout value of the 2018 PSU grant, which vested on December 31, 2020 but will not be paid until March 2021. A performance multiplier of 1.82x is used. |
7 | Reflects RSUs granted on May 8, 2019 that remain outstanding, 20% of which vested on the first anniversary of the grant date, 20% and 60% of which vest on the second and third anniversaries of the grant date, respectively. |
Value vested or earned in 2020
Executive | Value vested during the year | Value earned during the year | ||||||||||
Option-based awards1 2 ($) |
Share-based awards1 3 ($) |
Non-equity incentive plan1 4 ($) |
||||||||||
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. |
Termination of employment and change-in-control arrangements
Employment agreements
Enbridge has entered into employment agreements with each of the NEOs. The terms in the employment agreements are competitive and part of a comprehensive compensation package that assists in recruiting and retaining top executive talent.
The agreements generally provide payments for executives in the case of involuntary termination for any reason (other than for cause) or voluntary termination within 150 days after constructive dismissal, as defined in each agreement, and do not provide for any single-trigger severance payments upon a change in control of the company. As a condition to receiving payments under the employment agreements upon a qualifying termination of employment, the executive must execute a general release of claims in favor of Enbridge and comply with the following restrictive covenants:
Confidentiality provision | Non-competition/solicitation | No recruitment | ||
2 years after departure |
1 year after departure | 2 years after departure |
Enbridge Inc. 2021 Management Information Circular 91
Termination of employment scenarios
Compensation that would be paid to the NEOs pursuant to the terms of their existing employment agreements under various termination scenarios is described below.
Type of termination | Base salary | Short-term incentive | Medium- and long-term incentives | Pension | Benefits | |||||||
Voluntary
|
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 years 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. | |||||||||
Involuntary
|
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) the current years 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 spread value of unvested stock options is paid in cash. |
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).
|
92 Enbridge Inc. 2021 Management Information Circular
The amounts shown in the table below include the estimated potential payments and benefits that would be payable to each of our NEOs as a result of the specified triggering event, assumed to occur as of December 31, 2020. The actual amounts that would be payable in these circumstances can be determined only at the time of the executives separation, would include payments or benefits already earned or vested and may differ from the amounts set forth in the table below. Amounts in 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$1.2740.
Named executive officer1 |
Triggering event2 | Base ($) |
Short- term incentive4 ($) |
Medium- term incentive5 ($) |
Long- term incentive6 ($) |
Pension7 ($) |
Benefits8 ($) |
Total ($) |
||||||||||||||||||||||
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. Whelen9 |
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 |
Enbridge Inc. 2021 Management Information Circular 93
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 NEOs 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 value of unvested ISOs as of December 31, 2020, that would be paid in cash (as a result of an involuntary termination without cause) or that would become vested (as a result of an involuntary or good reason termination after a Change in Control or retirement). In-the-money value is calculated as 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, less the applicable exercise price of the option. |
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 executives 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 $37.38. |
Additional equity compensation information
Enbridge shares used for purposes of equity compensation
Enbridge has two prior stock option plans which were approved by Enbridge shareholders in 2007, as follows:
| Enbridge Inc. Incentive Stock Option Plan (2007), as revised (Incentive stock option plan); and |
| Enbridge Inc. Performance Stock Option Plan (2007), as amended and restated (2011) and further amended (2012 and 2014) (Performance stock option plan). |
The Performance stock option plan was historically used to grant options, but no options have been granted under it since 2014.
Enbridge adopted the 2019 LTIP effective February 13, 2019, under which stock options were granted beginning in 2019. Beginning in 2020, share-settled RSUs were granted under the 2019 LTIP. The 2019 LTIP was approved by our shareholders at our 2019 annual meeting of shareholders. No further awards have been or will be granted under the Incentive stock option plan or Performance stock option plan after February 13, 2019, and all shares still available to be issued and not subject to awards under these prior stock option plans became available under the 2019 LTIP.
Shares reserved for equity compensation as of December 31, 2020
A | B | C | ||||||||||
Plans approved by security holders |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) |
Weighted-average exercise price of outstanding options, warrants and rights ($) |
Number of securities remaining (#) |
|||||||||
2019 LTIP |
11,683,418 | 50.91 | 3 4 | 38,016,582 | ||||||||
Prior stock option plans1 |
24,146,312 | 48.82 | 3 | | ||||||||
Spectra 2007 LTIP2 |
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. |
94 Enbridge Inc. 2021 Management Information Circular
Awards granted and outstanding as of December 31, 2020
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 options1 |
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. |
Plan restrictions 2019 LTIP
Enbridge shares reserved for issue under the 2019 LTIP | 49,700,000 in total, or 2.45% of Enbridges 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. |
Annual burn rate
Awards outstanding | 2020 | 2019 | 2018 | |||
2019 LTIP |
0.2529% | 0.3348% | | |||
Incentive stock option plan1 |
| | 0.3350% | |||
Performance stock option plan2 |
| | | |||
Spectra 2007 LTIP stock options3 |
| | |
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. |
Enbridge Inc. 2021 Management Information Circular 95
Making changes to the 2019 LTIP
To the extent permitted by applicable laws, the Board may amend, suspend or terminate the 2019 LTIP at any time without shareholder approval, provided that no amendment, other than an increase to the overall share limit, may materially and adversely affect any award outstanding at the time of the amendment without the affected participants consent.
Enbridge shareholder approval is required to implement any of the following changes:
| 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. |
Termination provisions of equity compensation plans
The termination provisions for equity compensation awards granted under the 2019 LTIP (as governed by the incentive stock option grant agreements and the RSU grant agreements), the incentive stock option plan (2007), as revised, and the performance stock option plan, are summarized below.
Reason for termination | Incentive stock option provisions1 | 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. |
96 Enbridge Inc. 2021 Management Information Circular
Reason for termination | Incentive stock option provisions1 | 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: For a change of control, options vest on a date determined by the HRC Committee before the change of control. |
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. |
Enbridge Inc. 2021 Management Information Circular 97
98 Enbridge Inc. 2021 Management Information Circular
Enbridge Inc. 2021 Management Information Circular 99
Quantification of equity-based compensation
As of December 31, 2020, there is an aggregate of 775,806 Enbridge shares issuable in connection with the outstanding Assumed Spectra LTIP Awards, representing approximately 0.0383% of Enbridges issued and outstanding shares. Set forth below are the number of Enbridge shares issuable under the Spectra 2007 LTIP in connection with the exercise or settlement of the Assumed Spectra Energy Awards outstanding as of December 31, 2020.
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% |
Termination provisions of Spectra Energy options, Spectra Energy phantom units, and Spectra Energy PSUs
The termination provisions for the Spectra Energy options, Spectra Energy phantom units, and Spectra Energy PSUs are described below.
Reason for termination | Provisions | |
Voluntary termination |
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 |
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. |
100 Enbridge Inc. 2021 Management Information Circular
Treatment of Assumed Spectra LTIP Awards post-Merger Transaction
Pursuant to the terms of the Spectra 2007 LTIP, the Assumed Spectra LTIP Awards will vest in the event that, the holder of such award experiences a qualifying termination within 24 months following the completion of the Merger Transaction. Under the Spectra 2007 LTIP, a qualifying termination generally includes an involuntary termination of the holder of such award by Enbridge without cause or by the holder with good reason.
Report of the Human Resources & Compensation Committee
The Human Resources & Compensation Committee has reviewed and discussed the preceding Compensation Discussion and Analysis with management. Based on the review and discussion, the Human Resources & Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Management Information Circular. This report is provided by the following independent directors who comprise the Human Resources & Compensation Committee:
V. Maureen Kempston Darkes (Chair)
Pamela L. Carter
Marcel R. Coutu
Susan M. Cunningham
Gregory J. Goff
Enbridge Inc. 2021 Management Information Circular 101
Enbridge Inc. 2021 Management Information Circular 103
Appendix BNon-GAAP reconciliation
This Management Information Circular contains references to DCF and DCF per common share, which are measures used for purposes of Enbridges executive compensation programs. Management believes the presentation of DCF gives useful information to investors and shareholders as they provide increased transparency and insight into the performance of the company. Our non-GAAP measures described above are not measures that have standardized meaning prescribed by generally accepted accounting principles in the United States of America (U.S. GAAP) and are not U.S. GAAP measures. Therefore, these measures may not be comparable with similar measures presented by other issuers. The table below provides a reconciliation of the non-GAAP measures to comparable GAAP measures.
Distributable cash flow
The following table presents the reconciliation of cash provided by operating activities to DCF. DCF is defined as cash flow provided by operating activities before changes in operating assets and liabilities (including changes in environmental liabilities) less distributions to noncontrolling interests and redeemable noncontrolling interests, preference share dividends and maintenance capital expenditures, and further adjusted for unusual, non-recurring or non-operating factors. Management also uses DCF to assess the performance of the company and to set its dividend payout target. DCF for the year ended December 31, 2020 has been converted to DCF per share by taking DCF of C$9,440 million and dividing by 2,020 million, the weighted average number of Enbridge shares outstanding as of December 31, 2020. For purposes of the 2020 STIP award determinations as described on page 69, DCF was converted to DCF per share by taking DCF of C$9,473 million and dividing by 2,020 million, the weighted average number of Enbridge shares outstanding as of December 31, 2020. For purposes of 2018 PSU payout determinations as described on page 74, DCF was converted to DCF per share by taking DCF of C$9,848 million and dividing by 2,020 million, the weighted average number of Enbridge shares outstanding as of December 31, 2020.
Year ended December 31, 2020 | ||||
(unaudited, millions of Canadian dollars) |
||||
Cash provided by operating activities |
9,781 | |||
Adjusted for changes in operating assets and liabilities1 |
(93 | ) | ||
9,688 | ||||
Distributions to noncontrolling interests and redeemable noncontrolling interests2 |
(300 | ) | ||
Preference share dividends |
(380 | ) | ||
Maintenance capital expenditures3 |
(915 | ) | ||
Significant adjustment items: |
||||
Other receipts of cash not recognized in revenue4 |
292 | |||
Employee severance, transition and transformation costs |
335 | |||
Distributions from equity investments in excess of cumulative earnings2 |
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. |
104 Enbridge Inc. 2021 Management Information Circular
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8th Floor, 100 University Avenue | |
Toronto, Ontario M5J 2Y1 | ||
www.computershare.com | ||
Security Class | ||
Holder Account Number |
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Form of Proxy - Annual Meeting of the shareholders of Enbridge Inc. to be held on Wednesday, May 5, 2021 |
This proxy is solicited by and on behalf of Management of Enbridge Inc. |
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Notes to proxy |
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1. Every shareholder has the right to appoint some other person or company of the shareholders choice, who need not be a shareholder of Enbridge, to attend and act on the shareholders behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the persons whose names are printed herein, please insert the name of your chosen proxyholder in the space provided on the reverse and return your proxy by mail or vote by Internet at www.investorvote.com. In addition, YOU MUST go to www.Computershare.com/EnbridgeAGM by 1:30 p.m. MDT on May 3, 2021, and provide Computershare with the required information for your chosen proxyholder so that Computershare may provide the proxyholder with a Control Number via email. This Control Number will allow your proxyholder to log into and vote at the meeting. Without a Control Number your proxyholder will only be able to log in to the meeting as a guest and will not be able to vote. | ||
2. If your Enbridge shares are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual, you must sign this proxy with signing capacity stated, and you may be required to provide documentation evidencing your power to sign this proxy. | ||
3. This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy. |
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4. If this proxy is not dated, it will be deemed to be dated the date this form was received by or on behalf of Enbridge Inc. |
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5. The shares represented by this proxy will be voted as directed by the shareholder; however, if such a direction is not made in respect of any matter and the management nominees named on the reverse are appointed proxyholders, this proxy will be voted as recommended by the Board of Directors of Enbridge. | ||
6. The shares represented by this proxy will be voted for, against or withheld or abstained from voting on each of the matters described herein, as applicable, in accordance with the instructions of the shareholder on any ballot that may be called for and, if the shareholder has specified a choice with respect to any matter to be acted on, the shares will be voted accordingly. |
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7. This proxy confers discretionary authority in respect of amendments or variations to the matters identified in the Notice of Meeting or in respect of any other matters that may properly come before the meeting or any adjournment or postponement thereof. |
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8. This proxy should be read in conjunction with the accompanying documentation provided by Management, including the Management Information Circular of Enbridge. |
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Proxies submitted must be received by 1:30 p.m., Mountain Daylight Time (MDT), on Monday, May 3, 2021. | ||
If the meeting is postponed or adjourned, proxies submitted must be received no later than 48 hours | ||
(excluding Saturdays, Sundays and statutory holidays) before the time the meeting is reconvened. |
VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!
If you vote by telephone or the Internet, DO NOT mail back this proxy.
Voting by mail may be the only method for shares held in the name of a corporation or shares being voted on behalf of another individual.
Voting by mail or by Internet are the only methods by which a shareholder may appoint a person as proxyholder other than the Management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.
To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.
CONTROL NUMBER
01OZZA
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Appointment of Proxyholder | ||||||
I/We, being shareholder(s) of Enbridge Inc. hereby appoint: Al Monaco, President and CEO of Enbridge, or failing him, Gregory L. Ebel, Chair of the Board | OR | Print the name of the person you are appointing if this person is someone other than the Management nominees listed herein. |
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Note: If you are appointing a proxyholder other than the Management nominees YOU MUST return your proxy by mail and go to www.Computershare.com/EnbridgeAGM by 1:30 p.m. MDT on May 3, 2021, and provide Computershare with the required information for your appointee so that Computershare may provide the appointee with a Control Number via email. This Control Number will allow your appointee to log in to and vote at the meeting. Without a Control Number your proxyholder will only be able to log in to the meeting as a guest and will not be able to vote. |
as my/our proxyholder with full power of substitution to attend, act and to vote for and on behalf of the shareholder(s) in accordance with the following directions (or if no directions have been given, or if there is any variation or amendment to the below matters or any matter not set forth below properly comes before the meeting, as the proxyholder sees fit) at the Annual Meeting of shareholders of Enbridge Inc. (Enbridge) to be held via live audio webcast online at https://web.lumiagm.com/478797703 on Wednesday, May 5, 2021, at 1:30 p.m., Mountain Daylight Time, and at any adjournment or postponement thereof.
The Board of Directors recommends voting FOR all motions.
Voting recommendations are indicated by highlighted text over the boxes.
1. Election of Directors | Fold
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For | Withhold | For | Withhold | |||||||||||
01. Pamela L. Carter |
☐ | ☐ | 07. V. Maureen Kempston Darkes | ☐ | ☐ | |||||||||
02. Marcel R. Coutu |
☐ | ☐ | 08. Teresa S. Madden | ☐ | ☐ | |||||||||
03. Susan M. Cunningham |
☐ | ☐ | 09. Al Monaco | ☐ | ☐ | |||||||||
04. Gregory L. Ebel |
☐ | ☐ | 10. Stephen S. Poloz | ☐ | ☐ | |||||||||
05. J. Herb England |
☐ | ☐ | 11. Dan C. Tutcher | ☐ | ☐ | |||||||||
06. Gregory J. Goff |
☐ | ☐ |
For | Withhold | |||||||
2. Appoint the auditors | ☐ | ☐ | ||||||
Appoint PricewaterhouseCoopers LLP as auditors of Enbridge and authorize the directors to set their remuneration | ||||||||
For | Against | Abstain | ||||||
☐ | ☐ | ☐ | Fold
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3. Advisory vote on executive compensation | ||||||||
Accept Enbridges approach to executive compensation, as disclosed in the Management Information Circular |
Authorized Signature(s) This section must be completed for your instructions to be executed. |
Signature(s) | Date | ||
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the meeting. If no voting instructions are indicated above and the Management nominees are appointed proxyholders, this proxy will be voted as recommended by the Board of Directors. | MM /DD /YY | |||
Interim Financial Statements I would like to receive interim financial statements and related Managements Discussion & Analysis. | ☐ | Annual Financial Statements I DO NOT wish to receive annual financial statements and related Managements Discussion & Analysis. | ☐ |
If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/enbridge.
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ERDQ |
312971 | AR2 |
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01P00B |