ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Fixed-to-Floating 2018-B due 2078 |
☒ |
Accelerated Filer | ☐ | ||||
Non-Accelerated Filer |
☐ |
Smaller reporting company | ||||
Emerging growth company |
Auditor Firm ID: PCAOB ID |
Auditor Name: |
Auditor Location: |
Page |
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PART III |
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Item 10. |
4 |
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Item 11. |
20 |
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Item 12. |
74 |
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Item 13. |
76 |
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Item 14. |
77 |
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PART IV |
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Item 15. |
78 |
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Item 16. |
78 |
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79 |
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80 |
Mayank (Mike) M. Ashar ![]() Age 66 Calgary, Alberta, Canada Independent Director since July 29, 2021 Latest date of retirement May 2030 |
Mr. Ashar has been Principal at Bison Refining and Trading LLC since 2018. He was previously an Advisor at Reliance Industries Limited from 2016 to 2018 and an Executive Director, Managing Director and Chief Executive Officer of Cairn Energy India Ltd. from 2014 to 2016. Prior to that, Mr. Ashar served as President of Irving Oil Ltd. from 2008 to 2013. He held various senior leadership positions at Suncor Energy Inc. from 1987 to 2008. Mr. Ashar holds an MBA, BA, MEng and BA Sc from University of Toronto. Mr. Ashar is a member of the Institute of Corporate Directors (“ICD”). |
| ||||||||||||||||
Enbridge Board/Board committee memberships |
Meeting attendance 1 |
|||||||||||||||||
Board of Directors 2 |
|
4 out of 4 |
|
100% |
| |||||||||||||
Governance 2 |
|
3 out of 3 |
100% |
|||||||||||||||
Human Resources & Compensation 2 |
|
2 out of 2 |
100% |
|||||||||||||||
Total |
|
9 out of 9 |
100% |
|||||||||||||||
Enbridge shares and DSUs held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
64,000 |
|
3,141 |
$3,764,596 |
$1,080,036 |
|||||||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
Teck Resources Ltd. (public mining and mineral development company) |
|
Director Member, audit committee and compensation committee |
|
Gaurdie E. Banister ![]() Age 64 Houston, Texas, USA Independent Director since November 4, 2021 Latest date of retirement May 2033 |
Mr. Banister was President and CEO of Aera Energy LLC, an oil and gas exploration and production company jointly owned by Shell Oil Company and ExxonMobil from 2007 to 2015. Prior to that, Mr. Banister held various senior leadership positions at Shell from 1980 to 2007. Mr. Banister holds a BA Sc (Metallurgical Engineering) from South Dakota School of Mines and Technology. |
| ||||||||||||||||
Enbridge Board/Board committee memberships |
Meeting attendance 1 |
|||||||||||||||||
Board of Directors 8 |
|
2 out of 2 |
|
100% |
| |||||||||||||
Audit, Finance & Risk 8 |
|
1 out of 1 |
|
100% |
| |||||||||||||
Safety & Reliability 8 |
|
1 out of 1 |
|
100% |
| |||||||||||||
Total |
|
4 out of 4 |
100% |
|||||||||||||||
Enbridge shares and DSUs held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
16,449 |
|
1,135 |
$985,935 |
$1,080,036 |
|||||||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
Dow, Inc. (public materials science company) |
|
Director Member, compensation and leadership development committee and the health, safety, environment & technology committee |
| |||||||||||||||
Private 7 |
||||||||||||||||||
Russell Reynolds Associates (private leadership advisory and search firm) |
|
Chair Member, compensation committee |
| |||||||||||||||
Different Points of View |
|
Chairman & Chief Executive Officer |
| |||||||||||||||
|
Former US-listed company directorships (last 5 years) |
|
||||||||||||||||
|
|
Tyson Foods |
|
|
||||||||||||||
|
|
Bristow Group Inc. |
|
|
||||||||||||||
|
|
Marathon Oil Corporation |
|
|
Pamela L. Carter ![]() Age 72 Franklin, Tennessee, USA Independent Director since February 27, 2017 Latest date of retirement May 2025 2021 annual meeting votes for: 88.92% |
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 |
| ||||||||||||||||
Enbridge Board/Board committee memberships |
Meeting attendance 1 |
|||||||||||||||||
Board of Directors |
|
7 out of 7 |
|
100% |
| |||||||||||||
Sustainability |
|
5 out of 5 |
100% |
|||||||||||||||
Governance 9 |
|
5 out of 5 |
100% |
|||||||||||||||
Human Resources & Compensation (Chair) 9 |
|
5 out of 5 |
100% |
|||||||||||||||
Total |
|
22 out of 22 |
100% |
|||||||||||||||
Enbridge shares and DSUs held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
46,439 |
|
15,339 |
$3,463,892 |
$1,080,036 |
|||||||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
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) |
|
Director Chair, audit committee Member, governance and nominating committee |
| |||||||||||||||
Former US-listed company directorships (last 5 years) |
|
|||||||||||||||||
|
CSX Corporation |
|
|
Susan M. Cunningham ![]() Age 66 Houston, Texas, USA Independent Director since February 13, 2019 Latest date of retirement May 2031 2021 annual meeting votes for: 97.36% |
Ms. Cunningham was an Advisor for Darcy Partners from 2017 to 2019. From 2014 to 2017, Ms. Cunningham was Executive Vice President, EHSR (Environment, Health, Safety, Regulatory) and New Frontiers (global exploration, new ventures, geoscience and business innovation) at Noble Energy, Inc. From 2001 to 2013, she held various senior management roles with Noble Energy, Inc. Prior thereto, Ms. Cunningham held positions with Texaco U.S.A., Statoil Energy, Inc. and Amoco Corporation. Ms. Cunningham holds a BA in Geology and Geography from McMaster University and is a graduate of Rice University’s Executive Management Program. She was also Chairman of the OTC (Offshore Technology Conference) from 2010 to 2011. |
| ||||||||||||||||
Enbridge Board/Board committee memberships |
Meeting attendance 1 |
|||||||||||||||||
Board of Directors |
|
7 out of 7 |
|
100% |
| |||||||||||||
Sustainability (Chair) |
|
5 out of 5 |
|
100% |
| |||||||||||||
Human Resources & Compensation |
|
5 out of 5 |
|
100% |
| |||||||||||||
Safety & Reliability |
|
5 out of 5 |
|
100% |
| |||||||||||||
Total |
|
22 out of 22 |
100% |
|||||||||||||||
Enbridge shares and DSUs held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
2,581 |
|
|
12,334 |
|
$836,284 |
|
$1,080,036 |
| |||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
Whiting Petroleum Corporation (public oil and gas exploration and production) |
|
Director Chair, ESG committee Member, audit committee |
| |||||||||||||||
Former US-listed company directorships (last 5 years) |
|
|||||||||||||||||
|
|
Oil Search Limited |
|
|
Gregory L. Ebel ![]() Age 57 Houston, Texas USA Independent Director since February 27, 2017 Latest date of retirement May 2039 2021 annual meeting votes for: 87.20% |
Mr. Ebel served as Chairman, President and CEO of Spectra Energy Corp (“Spectra Energy”) from 2009 until February 27, 2017. Prior to that time, Mr. Ebel served as Spectra Energy’s Group Executive and Chief Financial Officer beginning in 2007. He served as President of Union Gas Limited from 2005 until 2007, and Vice President, Investor & Shareholder Relations of Duke Energy Corporation from 2002 until 2005. Mr. Ebel joined Duke Energy in 2002 as Managing Director of Mergers and Acquisitions in connection with Duke Energy’s acquisition of Westcoast Energy Inc. Mr. Ebel holds a BA (Bachelor of Arts, Honours) from York University and is a graduate of the Advanced Management Program at the Harvard Business School. Mr. Ebel has earned the CERT Certificate in Cybersecurity Oversight. This certificate was developed by NACD, Ridge Global, and Carnegie Mellon University’s CERT division. |
| ||||||||||||||||||
Enbridge Board/Board committee memberships 10 |
Meeting attendance 1 |
|||||||||||||||||||
Board of Directors |
|
7 out of 7 |
|
100% |
| |||||||||||||||
Enbridge shares and DSUs held 3 |
||||||||||||||||||||
|
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs (excluding stock options) 5,11 |
Minimum required 6 |
|||||||||||||||
|
|
651,845 |
|
|
41,708 |
|
$38,887,517 |
|
$1,080,036 |
| ||||||||||
Other board/board committee memberships 7 |
||||||||||||||||||||
Public 7 |
||||||||||||||||||||
The Mosaic Company (public producer and marketer of concentrated phosphate and potash) |
|
Chair of the Board Member, audit committee and corporate governance and nominating committee |
| |||||||||||||||||
Baker Hughes Company (public supplier of oilfield services and products) |
|
Director Chair, audit committee Member, governance & corporate responsibility committee |
|
Jason B. Few ![]() Age 55 Westport, Connecticut, USA Independent Mr. Few is a new Board candidate proposed for election to the Board Latest date of retirement, if elected, May 2041 |
Mr. Few has been President & CEO of FuelCell Energy, Inc., a global leader in molten carbonate fuel cell technology, since 2019. He is also the founder and senior managing partner of BJF Partners, LLC, (privately held strategic transformation consulting firm), where he has served since 2016. Prior thereto, Mr. Few was President of Sustayn Analytics L.L.C., a cloud-based software waste and recycling optimization company from 2018 to 2019. Mr. Few held various senior leadership positions prior thereto including President and CEO of Continuum Energy, L.L.C. from 2013 to 2016. Mr. Few has more than 30 years of experience as a business leader, entrepreneur and technology leader across various industries and has worked at the intersection of transformation across technology and energy for Global Fortune 500, small/mid-cap, and privately held energy, technology and telecommunications firms including NRG/Reliant and Motorola. Mr. Few holds a BBA (Bachelor of Business Administration) from Ohio University and an MBA (Master of Business Administration) from Northwestern University’s J.L. Kellogg Graduate School of Management. |
| ||||||||||||||||
Enbridge Board/Board committee memberships |
Meeting attendance |
|||||||||||||||||
N/A |
|
|
N/A |
| ||||||||||||||
Enbridge shares and DSUs held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
- |
|
|
- |
|
- |
|
N/A |
| |||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
FuelCell Energy, Inc. (public molten carbonate fuel cell technology company) |
|
Director Chair, executive committee |
| |||||||||||||||
Marathon Oil Corporation (public exploration and production company) |
|
Chair, compensation committee Member, corporate governance and nominating committee |
| |||||||||||||||
Private 7 |
||||||||||||||||||
Memorial Hermann Healthcare System (not-for-profit |
|
Member, investment committee |
|
Teresa S. Madden ![]() Age 66 Boulder, Colorado, USA Independent Director since February 12, 2019 Latest date of retirement May 2031 2021 annual meeting votes for: 98.36% |
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 |
Meeting attendance 1 |
|||||||||||||||||
Board of Directors |
|
7 out of 7 |
|
100% |
| |||||||||||||
Audit, Finance & Risk (Chair) |
|
5 out of 5 |
100% |
|||||||||||||||
Governance |
|
6 out of 6 |
100% |
|||||||||||||||
Total |
|
18 out of 18 |
100% |
|||||||||||||||
Enbridge shares and DSUs held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
1,000 |
|
12,585 |
$761,711 |
$1,080,036 |
|||||||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
The Cooper Companies, Inc. (public medical device company) |
|
Director Chair, audit committee Member, organization and compensation committee |
| |||||||||||||||
|
Former US-listed company directorships (last 5 years) |
|
||||||||||||||||
|
Peabody Energy Corp. |
|
|
Al Monaco ![]() Age 62 Calgary, Alberta, Canada Not Independent Director since February 27, 2012 Latest date of retirement May 2035 2021 annual meeting votes for: 98.33% |
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 memberships 12 |
Meeting attendance 1 |
|||||||||||||||
Board of Directors |
|
7 out of 7 |
|
100% |
| |||||||||||
Enbridge shares and DSUs held 3 |
||||||||||||||||
|
|
Enbridge shares |
Total market value of Enbridge shares (excluding stock options) 5 |
Minimum required 13 |
||||||||||||
|
|
962,571 |
|
$53,971,356 |
N/A |
|||||||||||
Other board/board committee memberships 7 |
||||||||||||||||
Public 7 |
||||||||||||||||
Weyerhaeuser Company (public timberlands company and wood products manufacturer) |
|
Director Member, compensation committee |
| |||||||||||||
Private 7 |
||||||||||||||||
|
DCP Midstream, LLC (a private 50/50 joint venture between Enbridge and Phillips 66 and the general partner of DCP Midstream GP, LLC, the general partner of DCP Midstream GP, LP, the general partner of DCP Midstream Partners, LP, a midstream master limited partnership with public unitholders) |
Director Member, human resources and compensation committee |
||||||||||||||
|
|
Not-for-profit 7 |
|
|||||||||||||
|
|
American Petroleum Institute (not-for-profit |
Director Chair, finance committee Member, executive committee |
|||||||||||||
|
|
Business Council of Canada (not-for-profit, non-partisan organization composed ofCEOs of Canada’s leading enterprises) |
Director |
|||||||||||||
|
|
Business Council of Alberta |
Member |
|||||||||||||
|
|
U.S. National Petroleum Council |
Member |
|||||||||||||
|
|
Catalyst Canada Advisory Board |
Member |
|
Stephen S. Poloz ![]() Age 66 Ottawa, Ontario, Canada Independent Director since June 4, 2020 Latest date of retirement May 2031 2021 annual meeting votes for: 99.53% |
Mr. Poloz was Governor of the Bank of Canada from 2013 to 2020, in which capacity he served as Chair of the Board of Directors, and on the Board of Directors of the Bank for International Settlements (BIS). Prior to this, Mr. Poloz spent 14 years with Export Development Canada, in various roles including Chief Economist, Head of Lending, and President & Chief Executive Officer. He previously spent 5 years as managing editor of The International Bank Credit Analyst at BCA Research, and 14 years at the Bank of Canada in economic research and forecasting. He holds an Honours BA in Economics from Queen’s University, and an MA and PhD in Economics from the University of Western Ontario. He is a Certified International Trade Professional and a graduate of Columbia University’s Senior Executive Program. He is also author of The Next Age of Uncertainty: How the World Can Adapt to a Riskier Future, published by Penguin Random House Canada. |
| ||||||||||||||||
Enbridge Board/Board committee memberships |
Meeting attendance 1 |
|||||||||||||||||
Board of Directors |
|
7 out of 7 |
|
100% |
| |||||||||||||
Audit, Finance & Risk |
|
5 out of 5 |
100% |
|||||||||||||||
Governance (Chair) 14 |
|
1 out of 1 |
100% |
|||||||||||||||
Safety & Reliability |
|
5 out of 5 |
100% |
|||||||||||||||
Total |
|
18 out of 18 |
100% |
|||||||||||||||
Enbridge shares and DSUs held 3 |
||||||||||||||||||
|
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
|||||||||||||
|
- |
|
8,140 |
$456,410 |
$1,080,036 |
|||||||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
CGI Inc. (public IT and business consulting services company) |
|
Director Member, audit and risk management committee |
| |||||||||||||||
Private 7 |
||||||||||||||||||
Omni Conversion Technologies Inc. (private waste conversion company) |
|
Director Chair, governance and talent committee |
|
S. Jane Rowe ![]() Age 62 Toronto, Ontario, Canada Independent Director since November 4, 2021 Latest date of retirement May 2034 |
Ms. Rowe has been Vice Chair, Investments, Ontario Teachers’ Pension Plan since 2020. From 2019 to 2020, she was Executive Managing Director, Equities, Ontario Teachers, an independent organization responsible for administering and managing the assets of the Ontario Teachers’ Pension Plan. Prior to that, she was Senior Managing Director, Ontario Teachers’ Private Capital from 2010 to 2019. Ms. Rowe held several executive positions at Scotiabank from 1987 to 2010, including President and Chief Executive Officer of Scotia Mortgage Corporation and Roynat Capital Inc. Ms. Rowe holds an MBA (Master of Business Administration) from York University, Schulich School of Business, ON and a BCom (Hon.) (Bachelor of Commerce) from Memorial University. Ms. Rowe is a member of the ICD. |
| ||||||||||||||||
Enbridge Board/Board committee memberships |
Meeting attendance 1 |
|||||||||||||||||
Board of Directors 15 |
|
2 out of 2 |
|
100% |
| |||||||||||||
Governance 15 |
|
1 out of 1 |
|
100% |
| |||||||||||||
Human Resources & Compensation 15 |
|
1 out of 1 |
|
100% |
| |||||||||||||
Total |
|
4 out of 4 |
100% |
|||||||||||||||
Enbridge shares and DSUs held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
5,783 |
|
567 |
$356,045 |
$1,080,036 |
|||||||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
TD Bank Financial Group |
|
Director Member, audit committee |
| |||||||||||||||
Private 7 |
||||||||||||||||||
CFPT Trustee Inc. |
|
Director Chair, human resources and compensation committee Member, audit committee |
| |||||||||||||||
Camelot UK Lotteries Limited |
Director Member, audit committee and remuneration committee |
|||||||||||||||||
Camelot Business Solutions Limited |
|
Director |
| |||||||||||||||
Premier Lotteries Investments UK Limited |
|
Director |
| |||||||||||||||
Premier Lotteries Capital UK Limited |
|
Director |
| |||||||||||||||
Premier Lotteries UK Limited |
|
Director |
|
Dan C. Tutcher ![]() Age 73 Houston, Texas, USA Independent Director since May 3, 2006 Latest date of retirement May 2024 2021 annual meeting votes for: 98.18% |
Mr. Tutcher is on the Board of Directors of Gulf Capital Bank, where he is Chairman of the Governance Committee. Mr. Tutcher was Managing Director, Public Securities on the Energy Infrastructure Equities team for Brookfield’s Public Securities Group from October 2018 until February 2021. Prior to joining Brookfield in 2018, Mr. Tutcher was President & Chair of the Board of Trustees of Center Coast MLP & Infrastructure Fund since 2013 and a Principal in Center Coast Capital Advisors L.P. since its inception in 2007. He was the Group Vice President, Transportation South of Enbridge, as well as President of Enbridge Energy Company, Inc. (general partner of former Enbridge sponsored affiliate Enbridge Energy Partners, L.P.) and Enbridge Energy Management, L.L.C. (another former Enbridge sponsored vehicle) from May 2001 until May 1, 2006. From 1992 to May 2001, he was the Chair of the Board of Directors, President & Chief Executive Officer of Midcoast Energy Resources, Inc. Mr. Tutcher holds a BBA (Bachelor of Business Administration) from Washburn University. |
| ||||||||||||||||
Enbridge Board/Board committee memberships |
Meeting attendance 1 |
|||||||||||||||||
Board of Directors |
|
6 out of 7 |
|
86% |
| |||||||||||||
Sustainability |
|
4 out of 5 |
80% |
|||||||||||||||
Safety & Reliability (Chair) |
|
4 out of 5 |
80% |
|||||||||||||||
Total |
|
14 out of 17 |
82% |
|||||||||||||||
Enbridge shares and DSUs held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
650,649 |
|
156,248 |
$45,242,715 |
$1,080,036 |
|||||||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Private 7 |
||||||||||||||||||
Gulf Capital Bank |
|
Director Chair, governance committee |
| |||||||||||||||
|
Former US-listed company directorships (last 5 years) |
|
||||||||||||||||
|
Center Coast MLP & Infrastructure Fund |
|
|
|||||||||||||||
Steven W. Williams ![]() Age 66 Calgary, Alberta, Canada Independent Mr. Williams is a new Board candidate proposed for election to the Board Latest date of retirement, if elected, May 2031 |
Mr. Williams was President & CEO of Suncor Energy Inc. from 2012 to 2019 and President from 2011 to 2018. Mr. Williams held various senior leadership positions at Suncor beginning in 2002 when he was appointed Executive Vice President, Corporate Development and Chief Financial Officer. He was also Executive Vice President, Oil Sands from 2003 to 2007 and Chief Operating Officer from 2007 to 2011. Mr. Williams has more than 40 years of international energy industry experience, including 18 years at Esso/Exxon. Mr. Williams holds a BSc (Honours) from Exeter University. He also completed the Business Economics Programme at Oxford University and the Advanced Management Program at Harvard Business School. Mr. Williams is a member of the ICD. |
| ||||||||||||||||
Enbridge Board/Board committee memberships |
Meeting attendance |
|||||||||||||||||
N/A |
|
|
N/A |
| ||||||||||||||
Enbridge shares and DSUs held 3 |
||||||||||||||||||
|
Enbridge shares |
DSUs 4 |
Total market value of Enbridge shares & DSUs 5 |
Minimum required 6 |
||||||||||||||
|
5,000 |
|
|
- |
|
$280,350 |
|
N/A |
| |||||||||
Other board/board committee memberships 7 |
||||||||||||||||||
Public 7 |
||||||||||||||||||
Alcoa Inc. (public aluminum manufacturing company) |
|
Chair of the Board |
|
1 |
Percentages are rounded to the nearest whole number. Includes all meetings held in 2021 as well as those held in 2022 prior to the date of the Circular. |
2 |
Mr. Ashar was appointed to the Board and as a member of the Governance Committee and Human Resources & Compensation Committee on July 29, 2021. |
3 |
Information about beneficial ownership and about securities controlled or directed was provided by the director nominees and is as at March 2, 2022. |
4 |
DSUs refer to deferred share units and are defined on page 68 of this Amendment No. 1 on Form 10-K/A. |
5 |
Total market value = number of common shares or deferred share units × closing price of Enbridge shares on the TSX on March 2, 2022 of $56.07, rounded to the nearest dollar. |
6 |
Directors must hold at least three-times their annual US$285,000 Board retainer in DSUs or Enbridge shares within five years of becoming a director on our Board. Amounts are converted to C$ using US$1 = C$1.2632, the published WM/Reuters 4 pm London exchange rate for December 31, 2021. All current directors meet or exceed this requirement except Mses. Cunningham, Madden and Rowe, who have until February 13, 2024, February 12, 2024 and November 4, 2026, respectively, and Messrs. Banister and Poloz, who have until November 4, 2026 and June 4, 2025, respectively, to meet this requirement. |
7 |
Public Private Not-for-profit |
8 |
Mr. Banister was appointed to the Board on November 4, 2021. He was appointed to the Audit, Finance & Risk Committee and the Safety and Reliability Committee on November 30, 2021. |
9 |
Ms. Carter was appointed as Chair of the Human Resources & Compensation Committee and ceased being Chair and a member of the Governance Committee on November 30, 2021. |
10 |
Mr. Ebel is not a member of any Board committee, but as Chair of the Board he attends their meetings. |
11 |
Mr. Ebel’s stock options were Spectra Energy options that converted into options to purchase Enbridge shares upon the closing of the merger of Enbridge and Spectra Energy on February 27, 2017. No new Enbridge stock options were granted to Mr. Ebel in his capacity as a director of Enbridge or Chair of the Enbridge Board. |
12 |
Mr. Monaco is not a member of any Board committee, but as President & CEO he attends their meetings at the request of such committees. |
13 |
As President & CEO, Mr. Monaco is required to hold Enbridge shares equal to six times his base salary (see page 53). Mr. Monaco is not required to hold Enbridge shares as a director. |
14 |
Mr. Poloz was appointed the Chair of the Governance Committee on November 30, 2021. |
15 |
Ms. Rowe was appointed to the Board on November 4, 2021. She was appointed to the Governance Committee and Human Resources & Compensation Committee on November 30, 2021. |
Public |
||
FuelCell Energy, Inc. (public fuel cell company in which Enbridge holds a small interest) |
Chair of the Board Member, audit and finance committee, nominating and governance committee and executive committee |
Name |
Independent |
Not independent |
Reason for non-independence |
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Gregory L. Ebel (Chair) |
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Mayank M. Ashar |
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Gaurdie E. Banister |
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Pamela L. Carter |
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Susan M. Cunningham |
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J. Herb England 1 |
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Jason B. Few 2 |
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Teresa S. Madden |
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Al Monaco (President & CEO) |
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President & CEO of the Company | ||||||||
Stephen S. Poloz |
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S. Jane Rowe |
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Dan. C. Tutcher |
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Steven W. Williams 2 |
✓ |
1 |
J. Herb England, an independent director, will retire at the end of the Meeting and will not stand for re-election. |
2 |
Jason B. Few and Steven W. Williams are new Board candidates and currently do not serve on our Board. |
Director |
Audit, Finance & Risk Committee |
Sustainability Committee |
Governance Committee |
Human Resources & Compensation Committee |
Safety & Reliability Committee | |||||
Not Independent |
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Al Monaco 1 |
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Independent |
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Mayank M. Ashar 2 |
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Gaurdie E. Banister 3 |
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Pamela L. Carter 4 |
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Chair | ||||||||
Susan M. Cunningham |
Chair | ✓ |
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Gregory L. Ebel 1 |
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J. Herb England 5,6 |
✓ |
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Teresa S. Madden 6 |
Chair | ✓ |
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Stephen S. Poloz 7 |
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Chair | ✓ | |||||||
S. Jane Rowe 8 |
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✓ |
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Dan C. Tutcher |
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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 |
Mr. Ashar was appointed to the Governance Committee and Human Resources & Compensation Committee on July 29, 2021. |
3 |
Mr. Banister was appointed to the Audit, Finance & Risk Committee and Safety & Reliability Committee on November 30, 2021. |
4 |
Ms. Carter was appointed Chair of the Human Resources & Compensation Committee on November 30, 2021. |
5 |
Mr. England will retire at the end of the Meeting and will not stand for re-election. |
6 |
Ms. Madden and Mr. England qualify as audit committee financial experts, as defined under the U.S. Securities Exchange Act of 1934 52-110 – Audit Committees |
7 |
Mr. Poloz was appointed Chair of the Governance Committee on November 30, 2021. |
8 |
Ms. Rowe was appointed to the Governance Committee and Human Resources & Compensation Committee on November 30, 2021. |
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Primary Industry Background | ||||||||||||||||||||||||
Energy |
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Utilities |
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Industrial |
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Financial Services |
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Functional Experience | ||||||||||||||||||||||||
Accounting/Finance/Audit/ Economics 1 |
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Capital Markets and Mergers & Acquisitions 2 |
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CEO / Executive Leadership 3 |
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Energy Transition 4 |
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ESG, Corporate Social Responsibility & Sustainability 5 |
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Governance 6 |
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Government, Policy, Legal & Regulatory 7 |
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Health, Safety & Environment 8 |
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Human Resources / Compensation 9 |
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Industry – Energy/Midstream/Utilities/Transportation 10 |
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International Business 11 |
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Operations 12 |
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Risk Management 13 |
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Strategy and Leading Growth 14 |
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Information Technology/Cybersecurity 15 |
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1 |
Experience in financial accounting, reporting and corporate finance with knowledge of internal controls. |
2 |
Experience with capital raising transactions and M&A transactions. |
3 |
Experience as a CEO, CFO or Executive Officer of a publicly listed company or major organization. |
4 |
Experience with policy, regulations, operations, transactions relating to renewable energy sources, new energy technologies, and climate change. |
5 |
Understanding of ESG, corporate social responsibility and sustainability practices and their relevance to corporate success. |
6 |
Experience as a board member of a publicly listed company or major organization. |
7 |
Experience in, or a strong understanding of, the workings of government and public policy in Canada and internationally, legal and regulatory, and in stakeholder engagement or management. |
8 |
Thorough understanding of industry regulations and public policy and leading practices of workplace safety, health and the environment. |
9 |
Strong understanding of compensation, benefit and pension programs, legislation and agreements, with specific expertise in executive compensation programs. |
10 |
Experience in the oil and gas/energy (including pipelines) industries, and knowledge of markets, financials, operational issues and regulatory concerns. |
11 |
Experience working in a major organization with global operations where Enbridge is or may be active. |
12 |
Experience overseeing operations as a senior executive with a strong understanding of operating plans and business strategy. |
13 |
Experience in risk governance, including oversight of annual review of principal risks or identifying principal risks, or monitoring or implementing a risk management program. |
14 |
Experience driving strategic direction and leading growth of an organization. |
15 |
Experience in information technology and data security systems. |
16 |
Jason B. Few and Steven W. Williams are new Board candidates who currently do not serve on our Board. |
• |
Canadian Securities Administrators National Policy 58-201 – Corporate Governance Guidelines 58-101 – Disclosure of Corporate Governance Practices 52-110 – Audit Committees |
• |
requirements of the CBCA; and |
• |
the corporate governance guidelines of the NYSE. |
• |
complying with the law, applicable rules and all policies; |
• |
avoiding conflicts of interest, including examples of acceptable forms of gifts and entertainment; |
• |
anti-corruption and money laundering; |
• |
acquiring, using and maintaining assets (including computers and communication devices) appropriately; |
• |
data privacy, records management, and proprietary, confidential and insider information; |
• |
protecting health, safety and the environment; |
• |
interacting with landowners, customers, shareholders, employees and others; and |
• |
respectful workplace/no harassment. |
Executive compensation |
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The following compensation discussion and analysis describes the 2021 compensation programs for our Named Executive Officers (NEOs). For 2021, our NEOs were: |
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Al Monaco President & Chief Executive Officer (CEO) |
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Vern D. Yu 1 Executive Vice President & Chief Financial Officer (CFO) |
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Colin K. Gruending 2 Executive Vice President & President, Liquids Pipelines |
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William T. Yardley Executive Vice President & President, Gas Transmission & Midstream |
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Robert R. Rooney Executive Vice President & Chief Legal Officer (CLO) |
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Cynthia Hansen Executive Vice President & President, Gas Distribution & Storage |
22 |
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27 |
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28 |
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29 |
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32 |
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32 |
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32 |
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35 |
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40 |
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40 |
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47 |
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47 |
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49 |
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49 |
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51 |
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53 |
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54 |
1 |
Mr. Yu served as Executive Vice President & President, Liquids Pipelines from January 1 to September 30, 2021 and Executive Vice President & CFO from October 1 to December 31, 2021. |
2 |
Mr. Gruending served as Executive Vice President & CFO from January 1 to September 30, 2021 and Executive Vice President & President, Liquids Pipelines from October 1 to December 31, 2021. |
1 |
DCF and DCF per share are non-GAAP measures; these measures are defined and reconciled in Item 11 - “Non-GAAP reconciliation”. |
|
2021 in review: ✓ Drove record safety and operating performance✓ Achieved excellent financial results✓ Placed $10B of growth capital into service✓ Completed final segment of Line 3 Replacement Project✓ Acquired Ingleside Energy Center✓ Sanctioned $2B new capital projects✓ Executing on export and low-carbon strategies✓ Sold $1.2B in non-core assets✓ Delivered strong ESG performance✓ Announced 27th annual dividend increase✓ Introduced share repurchase program✓ Generated 30% total shareholder return (“TSR”) |
|||
1 |
Compounded annual growth rate |
1 |
Compounded annual growth rate |
Priorities |
Actions | |||
1. |
Ensure safe and reliable operations and cost-efficient transportation solutions for customers | • Record setting performance on employee, contractor and operational safety• Replaced the U.S. portion of Line 3, improving safety and reliability of the line• Continued modernizing Gas Transmission system, reducing emissions and improving reliability• Robust maintenance and integrity programs across each business | ||
2. |
Execute secured growth capital program | • Placed $10 billion of secured growth capital into service at an attractive return on invested capital• Completed construction of the final segment of the Line 3 Replacement Project and placed Southern Access expansion into service• Placed into service expansions of the B.C. Pipeline system including the T-South Expansion and Spruce Ridge Project• Advanced multi-year modernization program of Gas Transmission system• Completed the Appalachia to Market and Middlesex Extension projects, expanding the U.S. Northeast’s access to reliable natural gas• Placed into service the Cameron Extension Project, advancing liquified natural gas (“LNG”) export strategy• Completed 2021 Gas Utility capital program and added ~40,000 new customers• Advanced construction of four French offshore wind projects• Placed two renewable natural gas (“RNG”) projects and Markham hydrogen blending project into service• Completed two additional solar self-power projects | ||
3. |
Deliver financial results and maximize returns on the business | • Achieved DCF per share of $4.961 • Increased the 2022 quarterly dividend by 3% to $0.86 ($3.44 annually) per share reflecting the 27th consecutive annual increase• Rated BBB+ (or equivalent) by all four of our credit rating agencies• Optimized system volumes and the annualized benefit of cost reduction efforts introduced in 2020, realized incremental $100 million of cost savings• Robust enterprise-wide financial risk management program in place to manage foreign exchange and interest rate movements• $1.2 billion of non-core asset sales at a strong valuation, which provides added financial strength and flexibility• Announced establishment of a normal course issuer bid of up to $1.5 billion providing financial flexibility to return additional capital to shareholders | ||
4. |
Grow core business | • Sanctioned $2 billion of new projects including the $0.9 billion Calvados French offshore wind project and a $0.5 billion expansion of Valley Crossing Pipeline (pending Texas LNG financial investment decision)• Advanced export strategy by acquiring premier North American crude oil export facility and being awarded new LNG pipeline commitments• Extending the Gas Transmission modernization program and Gas Utility growth program to 2024• Secured numerous partnerships to advance low-carbon investments | ||
5. |
ESG Leadership | • Recognized by independent ESG rating agencies as industry leader• Hosted ESG Forum highlighting approach to all aspects of environment, social and governance• Tied executive compensation to ESG performance• Issued 20th annual Sustainability Report• Adopted additional Scope 3 metrics• Catalyst award recipient in recognition of initiatives in advancing opportunities for women and underrepresented groups |
1 |
DCF per share is a non-GAAP measure; this measure is defined and reconciled in Item 11 - “Non-GAAP reconciliation”. |
Executive |
Base salary at April 1, 2020 1 |
Market $ increase April 1, 2021 2 |
Base salary at December 31, 2021 1,3 |
|||||||||
Al Monaco | $ | 1,712,000 | $ | 1,712,000 | ||||||||
Vern D. Yu | $ | 683,200 | $ | 23,900 | $ | 707,100 | ||||||
Colin K. Gruending | $ | 656,300 | $ | 23,000 | $ | 679,300 | ||||||
William T. Yardley | $ | 740,714 | $ | 740,714 | ||||||||
Robert R. Rooney | $ | 597,800 | $ | 597,800 | ||||||||
Cynthia L. Hansen | $ | 543,400 | $ | 543,400 |
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$1.2632 in 2021. |
2 |
Mr. Yu and Mr. Gruending each received a modest base salary increase, on top of base salary reinstatement, to better align their positioning relative to the competitive market. |
3 |
Salary reductions experienced in June 2020 for the President & CEO (15%) and other NEOs (10%) were restored in April 2021, which aligned to April 2020 pay levels. |
Executive |
Short-term incentive payment |
Medium-term incentive award 1 |
Long-term incentive award 1 |
Special retention award |
||||||||||||
Al Monaco | 270 | % | 520 | % | 130 | % | ||||||||||
Vern D. Yu | 151 | % | 320 | % | 80 | % | 293 | % | ||||||||
Colin K. Gruending | 157 | % | 320 | % | 80 | % | ||||||||||
William T. Yardley | 155 | % | 320 | % | 80 | % | ||||||||||
Robert R. Rooney | 141 | % | 280 | % | 70 | % | ||||||||||
Cynthia L. Hansen | 145 | % | 280 | % | 70 | % |
1 |
Medium- and long-term incentive amounts were calculated using April 1, 2021 base salaries. |
What we do |
What we don’t do |
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✓ Use a pay-for-performance |
× |
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✓ Use a blend of short-, medium- and long-term incentive awards that are linked to business plans for the respective timeframe |
× |
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✓ Incorporate risk management principles into all decision-making processes to ensure compensation programs do not encourage inappropriate or excessive risk-taking by executives |
× re-price out-of-the-money |
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✓ Regularly review executive compensation programs through independent third-party experts to ensure ongoing alignment with shareholders and regulatory compliance |
× |
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✓ Use both preventative and incident-based safety, environmental and operational metrics that are directly linked to short-term incentive awards with a maximum payout of 2x target |
× |
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✓ Have meaningful share ownership requirements that align the interests of executives with those of Enbridge shareholders |
× |
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✓ Benchmark executive compensation programs against a group of similar companies (by organization size and industry sector) in North America, and to ensure that executives are compensated at competitive levels |
× non-employee directors |
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✓ Have an incentive compensation clawback policy |
× |
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✓ Use double-trigger change-in-control |
× gross-ups to awards |
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✓ Hold an annual advisory shareholder vote on our approach to executive compensation, commonly known as “say on pay” |
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✓ ESG goals, including safety, GHG emissions reduction and increased diversity and inclusion within Enbridge’s workforce, are fully integrated into the short-term incentive program |
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✓ Regularly perform quantitative modelling, and stress test performance and potential compensation scenarios to assess reasonability of executive awards also as compared to our compensation peers |
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✓ Regularly engage with shareholders on our approach to executive compensation program philosophy |
Project |
Expected ISD |
Capital ($B) | |||||||
Liquids Pipelines | Line 3R – U.S. Portion | In service | US$4.0 | ||||||
Southern Access Expansion | In service | US$0.5 | |||||||
Other expansions | In service | US$0.2 | |||||||
Gas Transmission and Midstream | 2021 modernization program | In-service |
US$1.0 | ||||||
T-South Expansion |
In-service |
$1.0 | |||||||
Spruce Ridge | In-service |
$0.4 | |||||||
Cameron Extension | In-service |
US$0.1 | |||||||
Other expansions | In-service |
US$0.1 | |||||||
Gas Distribution and Storage | 2021 Gas Utility growth program | In-service |
$0.9 | ||||||
2021 Total |
~$ 10 1 |
1 |
U.S dollars have been converted to Canadian dollars using an exchange rate of US$1 = C$1.25. |
1 |
DCF and DCF per share are non-GAAP measures; these measures are defined and reconciled in Item 11 - “Non-GAAP reconciliation”. |
• |
Strong results driven by solid operating performance across the entire asset base and the positive impact of placing $10 billion of capital into service in 2021 |
• |
Achieved DCF per share, which exceeded budget, and at the high end of the guidance range |
• |
Optimized system volumes and the annualized benefit of cost reduction efforts introduced in 2020 realized incremental $100 million of cost savings |
• |
Robust enterprise-wide financial risk management program in place to manage foreign exchange and interest rate movements |
• |
attract and retain a highly effective executive team by targeting total compensation at the median of our peer group, with which we compete for talent; |
• |
align executives’ actions with Enbridge’s business strategy and the interests of Enbridge shareholders and other stakeholders; and |
• |
incent and reward executives for short-, medium- and long-term performance aligned to company strategy. |
Safety and operational reliability is Enbridge’s number one priority. |
Performance is foundational to Enbridge’s executive compensation design; incentive compensation plans incorporate safety, operational, financial and ESG performance conditions. |
The vast majority of compensation for Enbridge’s President & CEO and other NEOs is “at risk”. |
Executive |
Base salary at April 1, 2020 1 |
Reduction % at June 1, 2020 |
Reduced base salary at June 1, 2020 1 |
Restored % at April 1, 2021 2 |
Align to market April 1, 2021 3 |
Base salary at December 31, 2021 1 |
||||||||||||||||||
Al Monaco | $ | 1,712,000 | -15.00 | % | $ | 1,455,200 | 17.65 | % | — | $ | 1,712,000 | |||||||||||||
Vern D. Yu | $ | 683,200 | -10.00 | % | $ | 614,880 | 11.11 | % | 3.89 | % | $ | 707,100 | ||||||||||||
Colin K. Gruending | $ | 656,300 | -10.00 | % | $ | 590,670 | 11.11 | % | 3.89 | % | $ | 679,300 | ||||||||||||
William T. Yardley | $ | 740,714 | -10.00 | % | $ | 666,643 | 11.11 | % | — | $ | 740,714 | |||||||||||||
Robert R. Rooney | $ | 597,800 | -10.00 | % | $ | 538,020 | 11.11 | % | — | $ | 597,800 | |||||||||||||
Cynthia L. Hansen | $ | 543,400 | -10.00 | % | $ | 489,060 | 11.11 | % | — | $ | 543,400 |
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$1.2632 in 2021. |
2 |
Restoring base salaries to April 1, 2020 levels requires a greater percentage increase than the initial reduction to maintain the same base salary. |
3 |
Mr. Yu and Mr. Gruending each received a modest base salary increase, on top of base salary reinstatement, to better align their positioning relative to the competitive market, as part of a phased-in approach to improve competitive positioning since 2019. |
• |
Corporate performance. |
• |
Business unit performance. |
• |
Individual performance. |
and operational priorities and to recognize and differentiate individual actions and contributions in final pay decisions. |
1 |
Specific goals regarding 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, Equal Employment Opportunity Commission, Department of Labor and Office of Federal Contract Compliance Programs. |
Executive |
2021 target STIP (% of base salary) |
2021 target STIP 1 |
Performance Measure Weighting | |||||||||||
Corporate |
Business Unit |
Individual | ||||||||||||
Al Monaco 2 |
145% | $ | 2,482,400 | 60% | 30% | 10% | ||||||||
Vern D. Yu 3 |
90% | $ | 636,390 | 45% | 45% | 10% | ||||||||
Colin K. Gruending 4 |
90% | $ | 611,370 | 55% | 35% | 10% | ||||||||
William T. Yardley | 90% | $ | 666,643 | 40% | 50% | 10% | ||||||||
Robert R. Rooney | 80% | $ | 478,240 | 60% | 30% | 10% | ||||||||
Cynthia L. Hansen | 80% | $ | 434,720 | 40% | 50% | 10% |
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$1.2632 in 2021. |
2 |
President & CEO, Mr. Monaco oversees the overall organization, and his business unit metric is a composite measure, representing enterprise-wide safety & operational reliability, diversity and inclusion, and reducing GHG emissions. |
3 |
Mr. Yu’s performance weightings changed upon his appointment to Executive Vice President & CFO. His short-term incentive award was calculated on a prorated basis with performance weightings of 40%/50%/10% corporate/business unit/individual from January 1 to September 30, 2021, and performance weightings of 60%/30%/10% from October 1 to December 31, 2021. |
4 |
Mr. Gruending’s performance weightings changed upon his appointment to Executive Vice President & President, Liquids Pipelines. His short-term incentive award was calculated on a prorated basis with performance weightings of 60%/30%/10% corporate/business unit/individual from January 1 to September 30, 2021, and performance weightings of 40%/50%/10% from October 1 to December 31, 2021. |
2021 corporate STIP metric |
DCF per share 1 |
Performance multiplier 2 | ||||||||
Threshold (guidance minimum) | $ | 4.70 | 0.5x | |||||||
Target (guidance midpoint) | $ | 4.85 | 1.0x | |||||||
Maximum (guidance maximum) | $ | 5.00 | 2.0x | |||||||
Actual | $ | 4.99 | 1.93x |
1 |
DCF per share is a non-GAAP measure; this measure is defined and reconciled in Item 11 - “Non-GAAP reconciliation”. |
2 |
DCF per share between thresholds in this table result in a performance multiplier calculated on a linear basis. |
Executive |
Business unit scorecard |
Metrics | ||
Al Monaco | Composite measure 1 |
• Non-financial operating measures for the combined enterprise (including enterprise safety and operational reliability, diversity and inclusion, and reducing GHG emissions) | ||
Vern D. Yu 2 |
Central Functions (25%) 3 |
• Safety and operational reliability• Financial performance• Diversity and inclusion• Reducing GHG emissions• Execute and extend growth | ||
Liquids Pipelines (75%) | ||||
Colin K. Gruending 2 |
Liquids Pipelines (25%) | |||
Central Functions 3 | ||||
William T. Yardley |
Gas Transmission and Midstream | |||
Robert R. Rooney |
Central Functions 3 | |||
Cynthia L. Hansen |
Gas Distribution and Storage |
1 |
President & CEO, Mr. Monaco oversees the overall organization, and his business unit metric is a composite measure, representing enterprise-wide safety and operational reliability, diversity and inclusion, and reducing GHG emissions. |
2 |
The weightings on each business unit scorecard are based on time spent in different roles throughout the year. |
3 |
Central Functions’ safety and operational reliability metric includes the weighted average of overall safety results in all business units and the financial performance metric includes corporate cost containment. |
Executive |
Corporate multiplier |
x |
Weight |
+ |
Business unit multiplier |
x |
Weight |
+ |
Individual multiplier |
x |
Weight |
= |
Overall multiplier | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Al Monaco | 1.93 | x | 60 | % | + | 1.65 | x | 30 | % | + | 2.10 | x | 10 | % | = | 1.86 | |||||||||||||||||||||||||||||||||||||||||||||||||
Vern D. Yu | 1.93 | x | 45 | % | + | 1.37 | x | 45 | % | + | 2.00 | x | 10 | % | = | 1.68 | |||||||||||||||||||||||||||||||||||||||||||||||||
Colin K. Gruending | 1.93 | x | 55 | % | + | 1.38 | x | 35 | % | + | 1.95 | x | 10 | % | = | 1.74 | |||||||||||||||||||||||||||||||||||||||||||||||||
William T. Yardley | 1.93 | x | 40 | % | + | 1.49 | x | 50 | % | + | 2.00 | x | 10 | % | = | 1.72 | |||||||||||||||||||||||||||||||||||||||||||||||||
Robert R. Rooney | 1.93 | x | 60 | % | + | 1.39 | x | 30 | % | + | 1.90 | x | 10 | % | = | 1.77 | |||||||||||||||||||||||||||||||||||||||||||||||||
Cynthia L. Hansen | 1.93 | x | 40 | % | + | 1.70 | x | 50 | % | + | 1.95 | x | 10 | % | = | 1.82 |
Executive |
Base salary 1 ($) |
x |
STIP target (%) |
x |
Overall multiplier |
= |
Calculated award ($) 1 |
Actual award ($) 1 | ||||||||||||||||||||||||||||||||
Al Monaco | 1,712,000 | x | 145 | % | x | 1.86 | = | 4,624,711 | 4,624,711 | |||||||||||||||||||||||||||||||
Vern D. Yu | 707,100 | x | 90 | % | x | 1.68 | = | 1,071,046 | 1,071,046 | |||||||||||||||||||||||||||||||
Colin K. Gruending | 679,300 | x | 90 | % | x | 1.74 | = | 1,063,171 | 1,063,171 | |||||||||||||||||||||||||||||||
William T. Yardley | 740,714 | x | 90 | % | x | 1.72 | = | 1,144,625 | 1,144,625 | |||||||||||||||||||||||||||||||
Robert R. Rooney | 597,800 | x | 80 | % | x | 1.77 | = | 844,094 | 844,094 | |||||||||||||||||||||||||||||||
Cynthia L. Hansen | 543,400 | x | 80 | % | x | 1.82 | = | 789,886 | 789,886 |
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$1.2632 in 2021. |
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 US 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% TSR performance relative to performance comparators | ||||||
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 maturity, subject to adjustment from 0-200% based on achievement of the performance conditions above |
Settled in shares at the end of the term | Participant acquires Enbridge shares at the exercise price defined as fair market value at the time of grant |
Executive |
Total 2021 target medium- and long- term incentives |
Annual grant |
||||||||||||||
PSUs |
RSUs |
ISOs |
||||||||||||||
Al Monaco | 650% | 390% | 130% | 130% | ||||||||||||
Vern D. Yu | 400% | 240% | 80% | 80% | ||||||||||||
Colin K. Gruending | 400% | 240% | 80% | 80% | ||||||||||||
William T. Yardley | 400% | 240% | 80% | 80% | ||||||||||||
Robert R. Rooney | 350% | 210% | 70% | 70% | ||||||||||||
Cynthia L. Hansen | 350% | 210% | 70% | 70% |
• |
DCF per share growth. one-year external guidance range. The different measurement periods are designed to avoid excessive overlap between Enbridge’s compensation programs. Furthermore, DCF per share growth is only one of two equally weighted metrics used within the PSU plan. |
• |
Relative TSR. |
Performance comparator group: relative TSR | ||
Canadian Utilities Limited | NextEra Energy Inc. | |
CenterPoint Energy, Inc. | NiSource Inc. | |
Dominion Resources | ONEOK, Inc. | |
DTE Energy Company | Pembina Pipeline Corporation | |
Duke Energy Corporation | PG&E Corporation | |
Energy Transfer LP | Plains All American Pipeline, L.P. | |
Enterprise Products Partners L.P. | Sempra Energy | |
Fortis Inc. | The Southern Company | |
Kinder Morgan, Inc. | TC Energy Corporation | |
Magellan Midstream Partners, L.P. | The Williams Companies, Inc. |
Executive |
Number of PSUs granted (#) |
Grant value (as % of base salary) 1 | ||||||||
Al Monaco | 157,880 | 390% | ||||||||
Vern D. Yu | 38,770 | 240% | ||||||||
Colin K. Gruending | 37,250 | 240% | ||||||||
William T. Yardley | 42,800 | 240% | ||||||||
Robert R. Rooney | 29,690 | 210% | ||||||||
Cynthia L. Hansen | 26,980 | 210% |
1 |
PSU grant sizes were based on the 20-day volume weighted average share price immediately preceding January 1, 2021. Differences in value as reported in the Summary Compensation Table are not reflective of discretionary adjustments but rather are due to differences in Enbridge’s grant calculation method compared to FASB ASC Topic 718. |
Executive |
Number of RSUs granted (#) |
Grant value (as % of base salary) 1 | ||||||||
Al Monaco | 52,630 | 130% | ||||||||
Vern D. Yu | 12,920 | 80% | ||||||||
Colin K. Gruending | 12,420 | 80% | ||||||||
William T. Yardley | 14,270 | 80% | ||||||||
Robert R. Rooney | 9,900 | 70% | ||||||||
Cynthia L. Hansen | 8,990 | 70% |
1 |
RSU grant sizes were based on the 20-day volume weighted average share price immediately preceding January 1, 2021. Differences in value as reported in the Summary Compensation Table are not reflective of discretionary adjustments but rather are due to differences in Enbridge’s grant calculation method compared to FASB ASC Topic 718. |
Executive |
Number of RSUs granted (#) |
Grant value (as % of base salary) | ||||||||
Vern D. Yu | 44,803 | 293% |
Executive |
Number of ISOs granted (#) |
Grant value (as % of base salary) 1 | ||||||||
Al Monaco | 578,080 | 130% | ||||||||
Vern D. Yu | 141,960 | 80% | ||||||||
Colin K. Gruending | 136,370 | 80% | ||||||||
William T. Yardley | 125,430 | 80% | ||||||||
Robert R. Rooney | 108,690 | 70% | ||||||||
Cynthia L. Hansen | 98,800 | 70% |
1 |
Differences in value as reported in the Summary Compensation Table are not reflective of discretionary adjustments but rather are due to differences in valuations using the Black-Scholes model at the time of approval and grant date. |
Multiplier 1 |
DCF per share compound growth 2 |
TSR | ||||||||||
Threshold | 0.0x | 3.4% | at or below 25 th percentile | |||||||||
Target | 1.0x | 5.4% | at median | |||||||||
Maximum | 2.0x | 6.3% | at or above 75 th percentile | |||||||||
Actual | 1.43x | 4.9% (0.86x multiplier) | 80 th percentile (2.00x multiplier) |
1 |
Performance between the thresholds in this table results in a performance multiplier calculated on a linear basis. |
2 |
Adjusted DCF per share is based on operating cash flows and is a non-GAAP measure, which is defined and reconciled in Item 11 - “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 Item 11 - “Non-GAAP reconciliation”. |
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 | |
Kinder Morgan, Inc. | TC Energy Corporation | |
Magellan Midstream Partners, L.P. | The Williams Companies, Inc. |
Executive |
PSUs granted (#) |
+ |
Notionally reinvested dividends (#) |
Total PSUs (#) |
x |
Performance multiplier |
x |
Final share price 1 2 |
= |
Payout ($) |
||||||||||||||||||||||||
Al Monaco | 125,580 | + | 26,557 | 152,137 | x | 1.43x | x | 53.03 | = | 11,536,994 | ||||||||||||||||||||||||
Vern D. Yu | 29,180 | + | 6,171 | 35,351 | x | 1.43x | x | 53.03 | = | 2,680,757 | ||||||||||||||||||||||||
Colin K. Gruending | 25,116 | + | 5,076 | 30,192 | x | 1.43x | x | 53.03 | = | 2,289,528 | ||||||||||||||||||||||||
William T. Yardley | 39,290 | + | 8,308 | 47,598 | x | 1.43x | x | 52.51 | = | 3,574,174 | ||||||||||||||||||||||||
Robert R. Rooney | 23,340 | + | 4,936 | 28,276 | x | 1.43x | x | 53.03 | = | 2,144,238 | ||||||||||||||||||||||||
Cynthia L. Hansen | 19,100 | + | 4,039 | 23,139 | x | 1.43x | x | 53.03 | = | 1,754,711 |
1 |
The volume weighted average share price of an Enbridge share on the TSX or NYSE for the 20 trading days immediately preceding the maturity date February 8, 2022, on which performance is certified. |
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$1.2632 in 2021. |
Executive |
RSUs vested (#) |
+ |
Notionally reinvested dividends (#) |
Total RSUs (#) |
x |
Final share price 1 2 ($) |
= |
Payout 2 ($) | ||||||||
William T. Yardley | 8,084 | + | 1,209 | 9,293 | x | 48.14 | = | 447,412 |
1 |
The volume weighted average share price of an Enbridge share on the NYSE for the 20 trading days immediately preceding May 8, 2021. |
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$1.2632 in 2021. |
• |
A summary of individual accomplishments in 2021; and |
• |
2021 actual pay mix (2021 base salary, STIP with respect to 2021, and medium- and long-term incentives granted in 2021). |
President & CEO Mr. Monaco is responsible for setting and executing Enbridge’s strategic priorities and serves on the Company’s Board of Directors. |
• |
Executed corporate priorities while protecting employee health during COVID-19 |
• |
Industry leading safety, integrity and reliability programs and record safety results |
• |
Completed $10B of capital projects, including Line 3 Replacement Project |
• |
Significantly exceeded DCF per share budget through strong operational performance and cost management |
• |
Announced increase of 2022 dividend by 3% per share, reflecting the 27th annual increase |
• |
Maintained strong balance sheet and a high investment grade credit rating |
• |
Sanctioned $2B of new investments and acquired highly strategic U.S. Gulf Coast crude oil export terminal, Ingleside Energy Centre, supporting future growth and free cash flow |
• |
Extended three-year compound DCF per share growth outlook through 2024 |
• |
Advanced U.S. Gulf Coast LNG strategy |
• |
Sold non-strategic assets of $1.2B at premium valuation |
• |
Revised capital allocation framework, including share buy-back program |
• |
Implemented plans to achieve emissions reductions targets |
• |
Advanced renewables, hydrogen, RNG and carbon capture utilization and storage (“CCUS”) strategy and partnerships |
• |
Identified $1.5B low-carbon new energy technology opportunities through 2025 |
• |
Engaged in significant shareholder outreach and top-rated investor relations program |
• |
Industry leading ESG ratings and ESG Forum |
• |
Issued $3B of sustainability-linked financing linked to ESG goals and targets |
• |
Implemented senior management rotations to support development/succession planning |
Executive Vice President & Chief Financial Officer Mr. Yu is responsible for all corporate financial affairs of the Company including financial planning and reporting, tax, treasury and financial risk management. |
• |
Achieved record safety, integrity and operational reliability metrics for Liquids Pipelines |
• |
Continued uninterrupted operations with appropriate health and safety protocols related to COVID-19 |
• |
Achieved 2021 financial performance within target range for Liquids Pipelines, overcoming lower than expected Mainline throughput due to light crude supply constraints in Western Canada and the Bakken |
• |
Implemented significant system and cost efficiencies to offset reduced Mainline throughput |
• |
Completed the Line 3 Replacement Project (U.S.) on budget and on schedule |
• |
Implemented U.S. Gulf Coast export strategy with the US$3B acquisition of the Ingleside Energy Center |
• |
Completed final engineering for the Line 5 tunnel |
• |
Implemented a diversity and inclusion plan for Liquids Pipelines and improved diversity within the leadership team |
• |
Stewardship of the capital allocation framework and sustained and strengthened Enbridge’s financial position |
• |
Developed the 2022 budget, financing plan, and 3-year outlook |
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Executive Vice President & President, Liquids Pipelines Mr. Gruending is responsible for Enbridge’s crude oil and liquids pipeline business across North America. |
• |
Stewarded the Company’s financial performance to achieve budgeted results |
• |
Sustained the Company’s strong financial position during a significant growth investment period, while securing BBB+ or equivalent strong investment grade credit ratings from the Company’s rating agencies |
• |
Raised $7.1B of long-term capital on attractive terms in support of the Company’s growth program |
• |
Created the industry’s first sustainability-linked bond framework and issued a sustainably-linked credit facility and two sustainability-linked public notes, broadening the Company’s investor base |
• |
Stewarded of the refinement of the Company’s capital allocation framework; negotiated the divestiture of Noverco for $1.1B; and supported the US$3B acquisition of Ingleside Energy Center |
• |
Delivered an industry-leading Investor Relations program including Enbridge’s inaugural ESG Forum |
• |
Advanced the Company’s Enterprise Resource Planning implementation to automate and harmonize financial, supply chain and work management systems across Enbridge’s business units |
• |
Delivered strong safety and reliability performance including COVID-19 management protocols |
• |
Commissioned the Line 3 Replacement Project (U.S.) and optimized system connectivity to deliver record Mainline throughputs of 3.1 million bpd in Q4 2021 |
• |
Responded to the Mainline Contracting CER decision including customer and stakeholder re-engagement |
• |
Advanced CCUS growth opportunities across Liquids Pipelines’ footprint throughout North America |
• |
Integrated Ingleside Energy Center acquisition |
![]() |
Executive Vice President & President, Gas Transmission & Midstream Mr. Yardley was responsible for Enbridge’s natural gas transmission and midstream business across North America. Mr. Yardley has announced his intention to retire on May 31, 2022. |
• |
Significantly exceeded safety targets for employee and contractor injuries and motor vehicle incidents |
• |
Stabilized the Weymouth Compressor Station and remained operationally resilient through Hurricane Ida |
• |
Matured the Asset Integrity Program and remediated the highest risk segments and completed baseline of 70% of stress corrosion cracking susceptible miles |
• |
Advanced Texas Eastern modernization with three new lower emission/higher reliability units coming online |
• |
Progressed a major contract renewal effort, achieving a revenue renewal rate of over 98% with customers on our major pipelines |
• |
Completed the second solar self-power project in North America at Heidlersburg station and Board approval of three additional sites |
• |
Achieved favorable EBITDA and DCF to budget results |
• |
Advanced regulatory strategy with settlements on Alliance U.S., Maritimes and Northeast, and East Tennessee Natural Gas as well as filing a new Texas Eastern Rate case |
• |
Placed $3.1B of capital into service and advanced the $1.25B Ridgeline Expansion opportunity |
• |
Furthered LNG strategy by contracting with Venture Global and completing Cameron Extension Project |
• |
Ensured safe continuity of operations at all times during the COVID-19 pandemic |
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Executive Vice President & Chief Legal Officer Mr. Rooney is responsible for the legal, ethics and compliance, security and aviation functions across Enbridge. |
• |
Successful achievement of legal, regulatory and critical judicial decisions necessary to bring Line 3 fully into service |
• |
Successful completion of legal and regulatory approvals to bring the T-South and Spruce Ridge expansion projects in British Columbia into service |
• |
Legal, regulatory and Transit Pipeline Treaty strategy, including critical judicial decisions, for Line 5 to maintain operations and advance the Great Lakes Tunnel Project |
• |
Legal and regulatory aspects of the Company’s energy transition strategy, including European offshore wind, CCUS and hydrogen initiatives, solar self-power and RNG projects |
• |
Implementation of the strategic plan for the Company’s security function, including the successful completion of the Line 3 Replacement Project |
• |
Primary legal support for all corporate finance activities, including $3B in sustainable financing that incorporated ESG goals and targets |
• |
Supported effective corporate governance and industry leading ESG and sustainability practices |
• |
Management of the aviation function to provide safe and efficient pipeline patrols and services |
• |
Continued advancement of the Company’s employee development programs and our workforce diversity and inclusion goals |
• |
Primary legal support for all merger and acquisition activities, including the successful US$3B acquisition of the Ingleside Energy Center and the sale of the Company’s interest in Noverco for $1.1B |
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Executive Vice President & President, Gas Distribution & Storage In 2021, Ms. Hansen was responsible for Enbridge’s gas distribution and storage business across North America. Ms. Hansen was appointed Executive Vice President, Gas Transmission & Midstream effective March 1, 2022 to succeed Mr. Yardley, who intends to retire on May 31, 2022. |
• |
Achieved record safety, integrity, damage prevention and operational reliability metrics for Gas Distribution & Storage |
• |
Continued uninterrupted operations with appropriate health and safety protocols related to COVID-19 |
• |
Achieved 2021 financial performance within target range for Gas Distribution & Storage, overcoming COVID-19 impacts |
• |
Successfully implemented both customer information and work management systems and achieved integration synergy targets |
• |
Completed the London Line, Corunna Station Meter Replacement, and Sarnia Industrial Line projects on budget and on schedule |
• |
Successfully obtained regulatory approvals to support ongoing business including a new integrated resource plan |
• |
Continued to implement lower-carbon energy solutions including RNG facilities and the hydrogen blending facility |
• |
Successfully advanced growth projects including 27 new community expansion projects and Dawn to Corunna Pipeline Project |
• |
As the ELT sponsor for enterprise Asset & Work Management, continued to align practices across the enterprise and supported system implementations |
• |
Achieved emission reduction and diversity targets in alignment with plans |
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• |
Eligibility: members of senior management join the SMPP on the later of their date of hire or promotion to a senior management position; |
• |
Vesting: plan participants are fully vested immediately; |
• |
Retirement age: normal retirement date is age 65. Participants can retire with an unreduced pension at age 60, or as early as age 55 if they have 30 years of service. If they have less than 30 years of service, they can still retire as early as age 55, but their retirement benefit is reduced by 3% per year before age 60; |
• |
Adjustment for inflation: retirement benefits are indexed at 50% of the annual increase in the consumer index price; and |
• |
Survivor benefits: the pension is payable for the life of the member. If the member is single at retirement, 15 years of pension payments are guaranteed. If the member is married at retirement and dies before their spouse, 60% of the pension will continue to be paid to the spouse for his/her lifetime. |
• |
Retirement Plan for Employees of Enbridge Inc. and Affiliates; |
• |
Enbridge Employee Services, Inc. Employees’ Pension Plan; |
• |
Enbridge Supplemental Pension Plan; and |
• |
Enbridge Employee Services Inc. Supplemental Pension Plan for United States Employees. |
Executive 7 |
Credited service (years) |
Annual benefits payable |
Accrued obligation at Jan 1, 2021 ($) |
Compensatory change 1 ($) |
Non- compensatory change 2 ($) |
Accrued obligation at Dec 31, 2021 ($) |
||||||||||||||||||||||||||
At year end ($) |
At age 65 ($) |
|||||||||||||||||||||||||||||||
A |
B |
C |
A+B+C |
|||||||||||||||||||||||||||||
Al Monaco 3 |
23.08 | 1,634,000 | 1,750,000 | 29,977,000 | 1,576,000 | -2,755,000 | 28,798,000 | |||||||||||||||||||||||||
Vern D. Yu | 20.75 | 413,000 | 604,000 | 8,422,000 | 1,047,000 | -515,000 | 8,954,000 | |||||||||||||||||||||||||
Colin K. Gruending 4 |
18.25 | 318,000 | 609,000 | 6,373,000 | 1,191,000 | -553,000 | 7,011,000 | |||||||||||||||||||||||||
William T. Yardley 5,6 |
21.13 | 217,000 | 378,000 | 3,463,000 | 647,000 | -171,000 | 3,939,000 | |||||||||||||||||||||||||
Robert R. Rooney | 4.92 | 92,000 | 92,000 | 1,380,000 | 413,000 | -111,000 | 1,682,000 | |||||||||||||||||||||||||
Cynthia L. Hansen | 16.42 | 279,000 | 366,000 | 5,281,000 | 743,000 | -435,000 | 5,589,000 |
1 |
The components of compensatory change are current service cost and the difference between actual and estimated pensionable earnings. |
2 |
The non-compensatory change includes interest on the accrued obligation at the start of the year, changes in actuarial assumptions and other experience gains and losses not related to compensation. |
3 |
Mr. Monaco’s retirement benefit is calculated using a 2.5% accrual rate for each year of credited service between 2008 and 2013. The higher accrual rate is equivalent to approximately 1.50 years of credited service. Upon Mr. Monaco’s appointment to President & CEO, a cap to the annual pension payable of $1,750,000 was implemented. |
4 |
Mr. Gruending’s SMPP retirement benefits earned after December 31, 2017 are not indexed for inflation. |
5 |
Mr. Yardley’s expected May 31, 2022 retirement date is not reflected in the annual benefits payable at age 65 and the accrued obligation at December 31, 2021. The impact of changes to exchange rates on Mr. Yardley’s accrued obligation is reflected in the non-compensatory change. The accrued obligation for Mr. Yardley’s cash balance retirement benefits prior to joining the SMPP are US$1,060,289 at the start of the year and US$1,102,701 at year end. |
6 |
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$1.2632 in 2021. |
7 |
In 2020, all NEOs were granted a temporary hold-harmless against a reduction to their SMPP pension resulting from the significant reductions in base salary should they retire within 5 years of the reduction. These temporary base salary reductions were related to the impacts of COVID-19, reduced energy demand and reduced commodity prices, and were not intended to have a permanent impact on the SMPP lifetime pensions. As indicated on page 32, NEO base salaries were reinstated in 2021. |
Executive |
Accumulated value at Jan 1, 2021 ($) |
Compensatory change 1 ($) |
Accumulated value at Dec 31, 2021 ($) | ||||||||||||
Al Monaco | 77,811 | - | 91,279 | ||||||||||||
Vern D. Yu | 84,966 | - | 102,061 | ||||||||||||
Colin K. Gruending | 82,499 | - | 103,304 | ||||||||||||
Cynthia L. Hansen | 164,202 | - | 177,812 |
1 |
The compensatory change is equal to contributions made by the Company during 2021. |
• |
the provision of other services to Enbridge by the Advisor; |
• |
the amount of fees received from Enbridge by the Advisor as a percentage of the Advisor’s total revenue; |
• |
the policies and procedures of the Advisor that are designed to prevent conflicts of interest; |
• |
any shares owned by the Advisor; and |
• |
any business or personal relationship of the Advisor with a member of the HRC Committee or with an executive officer at Enbridge. |
• |
the competitiveness and appropriateness of executive compensation programs; |
• |
annual total direct compensation for the President & CEO and the executive leadership team; |
• |
executive compensation governance; and |
• |
the HRC Committee’s mandate and related Board committee processes. |
Nature of work |
Approximate fees in 2021 ($) |
Approximate fees in 2020 ($) |
||||||
Executive compensation related fees 1 |
360,744 | 296,735 | ||||||
All other fees 2 |
6,772,312 | 5,658,518 | ||||||
Total | 7,133,056 | 5,955,253 |
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 risk brokerage service fees paid to Marsh for services provided to our operating affiliates subject to timing and currency exchange differences. |
• |
a pay-for-performance |
• |
a mix of pay programs benchmarked against a relevant peer group in terms of both relative proportion and prevalence; |
• |
a rigorous approach to goal setting and a process of establishing targets with multiple levels of performance, which mitigate excessive risk-taking that could harm Enbridge’s value or reward poor judgment of executives; |
• |
compensation programs that include a combination of short-, medium- and long-term elements that ensure executives are provided with incentive to consider both the immediate and long-term implications of their decisions; |
• |
program provisions where executives are compensated for their short-term performance using a combination of safety and operational reliability, financial performance, diversity and inclusion, reducing GHG emissions, and execute and extend growth metrics that ensure a balanced perspective and are a mix of both leading (proactive/preventative) and lagging (incident-based) indicators; |
• |
performance thresholds that include both minimum and maximum payouts; |
• |
stock award programs that vest over multiple years and are aligned with overall corporate performance that drives superior value to Enbridge shareholders; |
• |
share ownership guidelines that ensure executives have a meaningful equity stake in Enbridge to align their interests with those of Enbridge shareholders; |
• |
an anti-hedging policy to prevent activities that would weaken the intended pay-for-performance |
• |
an incentive compensation clawback policy that allows Enbridge to recoup overpayments made to executives in the event of fraudulent or willful misconduct. |
• |
any form of hedging activity; |
• |
any form of transaction involving stock options (other than exercising options in accordance with the incentive plans); |
• |
any other form of derivative trading (including “puts” and “calls”); and |
• |
“short-selling” (selling securities that the individual does not own). |
• |
The responsibilities of Enbridge’s President & CEO and other NEOs are primarily North American in scope. |
• |
We compete for top talent in North America and globally. |
• |
Our business assets and operations are North American. |
• |
Our shareholders include both U.S. and international institutions. |
• |
Various compensation peers also include Enbridge in their own compensation peer group. |
• |
Industry (typically defined as low-risk regulated operations in the North American energy sector) remains a key criterion for identifying peers, as that will help to ensure Enbridge can pay competitively against “best-in-class” |
• |
Size/complexity remains important but is more broadly defined to consider multiple dimensions, including financial (e.g., market capitalization, cash flow, capital employed) and nonfinancial measures (e.g., geography and breadth of operations). |
• |
Geography is a factor in determining an accurate representation of our peer group. The majority of our peers belong in the U.S. energy sector and are larger, highly comparable peers. Most Canadian companies are not sufficiently comparable to Enbridge in terms of industry and/or size/complexity, and therefore only appropriate Canadian peers are included in the peer group. |
2021 compensation peer group |
||
Canadian National Railway Company 1 |
NextEra Energy Inc. | |
Canadian Natural Resources Limited 1 |
Occidental Petroleum Corporation | |
Chevron Corporation | Phillips 66 | |
Conoco Phillips | Schlumberger Limited | |
Dominion Resources Inc. | Suncor Energy Inc. 1 | |
Duke Energy Corporation | The Southern Company | |
Energy Transfer LP | The Williams Companies, Inc. | |
Enterprise Products Partners L.P. | TC Energy Corporation 1 | |
Halliburton Company | Union Pacific Corporation | |
Kinder Morgan Inc. |
1 |
Canadian company |
Company 1 |
Revenue ($ millions) |
EBIT ($ millions) |
Total Assets ($ millions) |
Market value ($ millions) |
Enterprise value ($ millions) |
|||||||||||||||
Enbridge | 38,877 | 7,536 | 160,276 | 100,093 | 180,846 | |||||||||||||||
Median | 24,662 | 4,355 | 84,616 | 60,530 | 104,715 | |||||||||||||||
Percentile rank 2 |
84% | 91% | 87% | 71% | 81% |
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$1.2632 in 2021. |
2 |
Compared to Canadian only peers within the 2021 compensation peer group, Enbridge places 100 th percentile in all categories, except market value where Enbridge places 93 rd percentile. |
Name and principal position |
Year |
Salary ($) |
Stock- based awards 1 ($) |
Option- based awards 2 ($) |
Non- equity incentive plan compen- sation 3 |
Pension value 4 ($) |
All other compen- sation 5 ($) |
Total ($) |
||||||||||||||||||||||||
Al Monaco President & Chief Executive Officer |
2021 | 1,648,679 | 8,902,468 | 2,219,827 | 4,624,711 | 1,576,000 | 68,283 | 19,039,968 | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Vern D. Yu Executive Vice President & Chief Financial Officer |
2021 | 684,361 | 4,185,976 | 545,126 | 1,071,046 | 1,047,000 | 28,093 | 7,561,602 | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Colin K. Gruending Executive Vice President & President, Liquids Pipelines |
2021 | 657,446 | 2,100,544 | 523,661 | 1,063,171 | 1,191,000 | 18,960 | 5,554,782 | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
William T. Yardley Executive Vice President & President, Gas Transmission & Midstream |
2021 | 722,450 | 2,370,346 | 584,655 | 1,144,625 | 647,000 | 55,998 | 5,525,074 | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Robert R. Rooney Executive Vice President & Chief Legal Officer |
2021 | 583,060 | 1,674,261 | 417,370 | 844,094 | 413,000 | 24,316 | 3,956,101 | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Cynthia L. Hansen Executive Vice President & President, Gas Distribution & Storage |
2021 | 530,001 | 1,521,171 | 379,392 | 789,886 | 743,000 | 11,666 | 3,975,116 | ||||||||||||||||||||||||
2020 | 506,673 | 1,448,572 | 393,750 | 635,570 | 354,000 | 4,290 | 3,342,855 | |||||||||||||||||||||||||
2019 | 500,856 | 932,271 | 506,087 | 652,116 | 628,000 | 10,395 | 3,229,725 |
1 |
The amounts disclosed in this column include the aggregate grant date fair value of PSUs and RSUs granted in 2021, 2020 and 2019, as applicable, in each case, computed in accordance with the provisions of FASB ASC Topic 718. 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$ | ||||||||
2021 | 42.29 | 32.88 | ||||||||
2020 | 51.06 | 38.75 | ||||||||
2019 | 48.81 | 36.97 |
In May 2019, Mr. Yardley was granted 40,421 RSUs with grant date fair value of US$37.11 per unit. In February 2021, Mr. Yu was granted 44,803 RSUs with grant date fair value of C$44.64 per unit. |
2 |
The amounts in this column represent the grant date fair value of stock option awards granted to each of the NEOs, calculated in accordance with FASB ASC Topic 718. The grant date fair value of stock option awards is measured using the Black-Scholes option-pricing model, based on the following assumptions: |
Assumptions |
February 2021 |
February 2020 |
February 2019 | |||||||||||||||||||||||||||
C$ |
US$ |
C$ |
US$ |
C$ |
US$ | |||||||||||||||||||||||||
Expected option term | 6 years | 6 years | 6 years | 6 years | 6 years | 6 years | ||||||||||||||||||||||||
Expected volatility | 24.840% | 27.656% | 17.587% | 20.283% | 18.318% | 21.802% | ||||||||||||||||||||||||
Expected dividend yield | 7.6417% | 7.641% | 5.847% | 5.847% | 5.961% | 5.961% | ||||||||||||||||||||||||
Risk free interest rate | 0.735% | 0.793% | 1.314% | 1.416% | 1.615% | 2.333% | ||||||||||||||||||||||||
Exercise price | $43.81 | $34.52 | $55.54 | $41.97 | $48.30 | $36.71 | ||||||||||||||||||||||||
Option value | $3.84 | $3.69 | $3.75 | $3.64 | $4.03 | $4.07 |
3 |
The amounts disclosed in this column represent amounts paid under the STIP with respect to the 2021, 2020 and 2019 performance years. There are no long-term non-equity incentive plans within the compensation programs. |
4 |
The pension values are equal to the compensatory change shown in the defined benefit plan table. |
5 |
The table below describes the elements comprising the amounts presented in this column for 2021: |
Executive |
Matching contribution under retirement savings plan ($) |
Excess flexible benefit credit a ($) |
Personal use of company aircraft ($) |
Parking ($) |
Other benefits b ($) |
Total ($) | ||||||||||||||||||||||||
Al Monaco |
|
- |
|
47,999 |
|
9,831 |
|
6,108 |
|
4,345 |
|
68,283 |
||||||||||||||||||
Vern D. Yu |
|
- |
|
16,821 |
|
- |
|
4,800 |
|
6,472 |
|
28,093 |
||||||||||||||||||
Colin K. Gruending |
|
- |
|
12,201 |
|
- |
|
4,800 |
|
1,959 |
|
18,960 |
||||||||||||||||||
William T. Yardley |
|
21,980 |
|
- |
|
30,792 |
|
- |
|
3,226 |
|
55,998 |
||||||||||||||||||
Robert R. Rooney |
|
- |
|
17,617 |
|
- |
|
4,800 |
|
1,899 |
|
24,316 |
||||||||||||||||||
Cynthia L. Hansen |
|
- |
|
6,213 |
|
- |
|
- |
|
5,453 |
|
11,666 |
a) |
For the NEOs domiciled in Canada, flexible benefit credits are provided based on their family status and base salary. These credits can be used to purchase benefits or can be paid in cash. Participants could receive up to 2.5% of base salary in matching contributions towards their flexible benefit credits if they made contributions into their Savings Plan. This amount represents the excess flexible benefit credits paid to the NEO. |
b) |
Other benefits include executive medical and other incidental compensation. |
Option-based awards 1 |
Share-based awards |
|||||||||||||||||||||||||||||||||||||||
Grant date |
Number of securities underlying unexercised options (#) |
Option exercise price 2 ($) |
Option expiry date |
Value of in-the-money unexercised options |
Plan type |
Number of units that have not vested (#) |
Market or payout value of units not vested 3 ($) |
Market or value of vested share-based awards not paid out or distributed 4 ($) |
||||||||||||||||||||||||||||||||
Named executive officer |
Vested ($) |
Unvested ($) |
||||||||||||||||||||||||||||||||||||||
Al Monaco |
2/18/2021 | 578,080 | 43.81 | 2/18/2031 | 0 | 3,237,248 | ||||||||||||||||||||||||||||||||||
2/20/2020 | 614,200 | 55.54 | 2/20/2030 | 0 | 0 | |||||||||||||||||||||||||||||||||||
2/21/2019 | 825,740 | 48.30 | 2/21/2029 | 458,286 | 458,286 | |||||||||||||||||||||||||||||||||||
2/27/2018 | 727,080 | 43.02 | 2/27/2028 | 3,484,531 | 1,161,510 | |||||||||||||||||||||||||||||||||||
2/28/2017 | 584,000 | 55.84 | 2/28/2027 | 0 | 0 | |||||||||||||||||||||||||||||||||||
3/1/2016 | 365,000 | 44.06 | 3/1/2026 | 1,952,750 | 0 | |||||||||||||||||||||||||||||||||||
3/2/2015 | 196,000 | 59.08 | 3/2/2025 | 0 | 0 | |||||||||||||||||||||||||||||||||||
3/13/2014 | 199,000 | 48.81 | 3/13/2024 | 119,400 | 0 | |||||||||||||||||||||||||||||||||||
2/27/2013 | 229,000 | 44.83 | 2/27/2023 | 1,048,820 | 0 | |||||||||||||||||||||||||||||||||||
2/18/2021 | RSU | 55,463 | 2,740,410 | |||||||||||||||||||||||||||||||||||||
2/20/2020 | RSU | 47,226 | 2,333,444 | |||||||||||||||||||||||||||||||||||||
2/18/2021 | PSU | 166,377 | 8,220,709 | |||||||||||||||||||||||||||||||||||||
2/20/2020 | PSU | 141,678 | 7,000,331 | |||||||||||||||||||||||||||||||||||||
2/21/2019 | PSU | - | - | 11,536,994 | ||||||||||||||||||||||||||||||||||||
Vern D. Yu |
2/18/2021 | 141,960 | 43.81 | 2/18/2031 | 0 | 794,976 | ||||||||||||||||||||||||||||||||||
2/20/2020 | 132,010 | 55.54 | 2/20/2030 | 0 | 0 | |||||||||||||||||||||||||||||||||||
2/21/2019 | 191,860 | 48.30 | 2/21/2029 | 106,482 | 106,482 | |||||||||||||||||||||||||||||||||||
2/27/2018 | 115,380 | 43.02 | 2/27/2028 | 552,959 | 184,320 | |||||||||||||||||||||||||||||||||||
2/28/2017 | 93,300 | 55.84 | 2/28/2027 | 0 | 0 | |||||||||||||||||||||||||||||||||||
3/1/2016 | 96,750 | 44.06 | 3/1/2026 | 517,612 | 0 | |||||||||||||||||||||||||||||||||||
3/2/2015 | 82,340 | 59.08 | 3/2/2025 | 0 | 0 | |||||||||||||||||||||||||||||||||||
3/13/2014 | 83,350 | 48.81 | 3/13/2024 | 50,010 | 0 | |||||||||||||||||||||||||||||||||||
2/27/2013 | 83,250 | 44.83 | 2/27/2023 | 381,285 | 0 | |||||||||||||||||||||||||||||||||||
2/18/2021 | RSU | 47,214 5 |
2,332,863 | |||||||||||||||||||||||||||||||||||||
2/18/2021 | RSU | 13,615 | 672,736 | |||||||||||||||||||||||||||||||||||||
2/20/2020 | RSU | 10,151 | 501,550 | |||||||||||||||||||||||||||||||||||||
2/18/2021 | PSU | 40,857 | 2,018,729 | |||||||||||||||||||||||||||||||||||||
2/20/2020 | PSU | 30,452 | 1,504,649 | |||||||||||||||||||||||||||||||||||||
2/21/2019 | PSU | - | - | 2,680,757 | ||||||||||||||||||||||||||||||||||||
Colin K. Gruending |
2/18/2021 | 136,370 | 43.81 | 2/18/2031 | 0 | 763,672 | ||||||||||||||||||||||||||||||||||
2/20/2020 | 121,740 | 55.54 | 2/20/2030 | 0 | 0 | |||||||||||||||||||||||||||||||||||
2/21/2019 | 78,490 | 48.30 | 2/21/2029 | 43,562 | 43,562 | |||||||||||||||||||||||||||||||||||
2/27/2018 | 45,170 | 43.02 | 2/27/2028 | 216,480 | 72,156 | |||||||||||||||||||||||||||||||||||
2/28/2017 | 48,670 | 55.84 | 2/28/2027 | 0 | 0 | |||||||||||||||||||||||||||||||||||
3/1/2016 | 64,600 | 44.06 | 3/1/2026 | 345,610 | 0 | |||||||||||||||||||||||||||||||||||
3/2/2015 | 64,780 | 59.08 | 3/2/2025 | 0 | 0 | |||||||||||||||||||||||||||||||||||
3/13/2014 | 66,500 | 48.81 | 3/13/2024 | 39,900 | 0 | |||||||||||||||||||||||||||||||||||
2/27/2013 | 72,000 | 44.83 | 2/27/2023 | 329,760 | 0 | |||||||||||||||||||||||||||||||||||
2/18/2021 | RSU | 13,088 | 646,701 | |||||||||||||||||||||||||||||||||||||
2/20/2020 | RSU | 9,366 | 462,753 | |||||||||||||||||||||||||||||||||||||
2/18/2021 | PSU | 39,255 | 1,939,583 | |||||||||||||||||||||||||||||||||||||
2/20/2020 | PSU | 28,085 | 1,387,696 | |||||||||||||||||||||||||||||||||||||
2/21/2019 | PSU | - | - | 2,289,528 |
Option-based awards 1 |
Share-based awards |
|||||||||||||||||||||||||||||||||||||
Grant date |
Number of securities underlying unexercised options (#) |
Option exercise price 2 ($) |
Option expiry date |
Value of in-the-money unexercised options |
Plan type |
Number of units that have not vested (#) |
Market or payout value of units not vested 3 ($) |
Market or value of vested share-based awards not paid out or distributed 4 ($) |
||||||||||||||||||||||||||||||
Named executive officer |
Vested ($) |
Unvested ($) |
||||||||||||||||||||||||||||||||||||
William T. Yardley |
2/18/2021 | 125,430 | US34.52 | 2/18/2031 | 0 | 722,446 | ||||||||||||||||||||||||||||||||
2/20/2020 | 129,020 | US41.97 | 2/20/2030 | 0 | 0 | |||||||||||||||||||||||||||||||||
2/21/2019 | 202,700 | US36.71 | 2/21/2029 | 303,397 | 303,397 | |||||||||||||||||||||||||||||||||
2/27/2018 | 182,520 | US33.97 | 2/27/2028 | 883,552 | 294,517 | |||||||||||||||||||||||||||||||||
2/28/2017 | 56,580 | US41.64 | 2/28/2027 | 0 | 0 | |||||||||||||||||||||||||||||||||
2/18/2021 | RSU | 15,038 | 742,361 | |||||||||||||||||||||||||||||||||||
2/20/2020 | RSU | 13,371 | 660,069 | |||||||||||||||||||||||||||||||||||
5/8/2019 | RSU | 29,381 6 |
1,450,433 | |||||||||||||||||||||||||||||||||||
2/18/2021 | PSU | 45,103 | 2,226,563 | |||||||||||||||||||||||||||||||||||
2/20/2020 | PSU | 40,124 | 1,980,770 | |||||||||||||||||||||||||||||||||||
2/21/2019 | PSU | - | - | 3,574,174 | ||||||||||||||||||||||||||||||||||
Robert R. Rooney |
2/18/2021 | 108,690 | 43.81 | 2/18/2031 | 0 | 608,664 | ||||||||||||||||||||||||||||||||
2/20/2020 | 115,510 | 55.54 | 2/20/2030 | 0 | 0 | |||||||||||||||||||||||||||||||||
2/21/2019 | 153,490 | 48.30 | 2/21/2029 | 85,187 | 85,187 | |||||||||||||||||||||||||||||||||
2/27/2018 | 141,030 | 43.02 | 2/27/2028 | 675,889 | 225,292 | |||||||||||||||||||||||||||||||||
2/28/2017 | 167,200 | 55.84 | 2/28/2027 | 0 | 0 | |||||||||||||||||||||||||||||||||
2/18/2021 | RSU | 10,433 | 515,487 | |||||||||||||||||||||||||||||||||||
2/20/2020 | RSU | 8,876 | 438,575 | |||||||||||||||||||||||||||||||||||
2/18/2021 | PSU | 31,288 | 1,545,939 | |||||||||||||||||||||||||||||||||||
2/20/2020 | PSU | 26,640 | 1,316,287 | |||||||||||||||||||||||||||||||||||
2/21/2019 | PSU | - | - | 2,144,238 | ||||||||||||||||||||||||||||||||||
Cynthia L. Hansen |
2/18/2021 | 98,800 | 43.81 | 2/18/2031 | 0 | 553,280 | ||||||||||||||||||||||||||||||||
2/20/2020 | 105,000 | 55.54 | 2/20/2030 | 0 | 0 | |||||||||||||||||||||||||||||||||
2/21/2019 | 125,580 | 48.30 | 2/21/2029 | 69,697 | 69,697 | |||||||||||||||||||||||||||||||||
2/27/2018 | 115,380 | 43.02 | 2/27/2028 | 552,959 | 184,320 | |||||||||||||||||||||||||||||||||
2/28/2017 | 89,190 | 55.84 | 2/28/2027 | 0 | 0 | |||||||||||||||||||||||||||||||||
3/1/2016 | 79,030 | 44.06 | 3/1/2026 | 422,811 | 0 | |||||||||||||||||||||||||||||||||
3/2/2015 | 74,340 | 59.08 | 3/2/2025 | 0 | 0 | |||||||||||||||||||||||||||||||||
3/13/2014 | 83,350 | 48.81 | 3/13/2024 | 50,010 | 0 | |||||||||||||||||||||||||||||||||
2/27/2013 | 83,250 | 44.83 | 2/27/2023 | 381,285 | 0 | |||||||||||||||||||||||||||||||||
2/18/2021 | RSU | 9,474 | 468,103 | |||||||||||||||||||||||||||||||||||
2/20/2020 | RSU | 8,068 | 398,653 | |||||||||||||||||||||||||||||||||||
2/18/2021 | PSU | 28,432 | 1,404,831 | |||||||||||||||||||||||||||||||||||
2/20/2020 | PSU | 24,216 | 1,196,522 | |||||||||||||||||||||||||||||||||||
2/21/2019 | PSU | - | - | 1,754,711 |
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 |
A performance multiplier of 1.0x has been used (PSUs only), based on achieving the target performance level as defined in the plan. |
4 |
Reflects the payout value of the 2019 PSU grant, which vested on December 31, 2021 but will not be paid until March 2022. A performance multiplier of 1.43x is used. |
5 |
Reflects special RSU grant to Mr. Yu on February 18, 2021 that remain outstanding, 20% of which vest on each of the first and second anniversaries of the grant date and 60% of which vest on the third anniversary of the grant date. |
6 |
Reflects special RSU grant to Mr. Yardley on May 8, 2019 that remain outstanding, 20% of which vested on the first and second anniversaries of the grant date and 60% of which vest on the third anniversary of the grant date. |
Executive |
Value vested during the year |
Value earned during the year | |||||||||||||
Option-based awards 1,2 ($) |
Share-based awards 1,3 ($) |
Non-equity incentive plan1,4 ($) | |||||||||||||
Al Monaco | - | 11,536,994 | 4,624,711 | ||||||||||||
Vern D. Yu | - | 2,680,757 | 1,071,046 | ||||||||||||
Colin K. Gruending | - | 2,289,528 | 1,063,171 | ||||||||||||
William T. Yardley | - | 4,021,586 | 5 |
1,144,625 | |||||||||||
Robert R. Rooney | - | 2,144,238 | 844,094 | ||||||||||||
Cynthia L. Hansen | - | 1,754,711 | 789,886 |
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$1.2632 in 2021. |
2 |
The values of the option-based awards listed above are based on the following: |
Grant date |
Grant price |
2021 vesting date |
Closing price on 2021 vesting date | ||||||||||||
2/28/2017 | $55.84 | 2/28/2021 | $42.98 | ||||||||||||
2/28/2017 | US$41.64 | 2/28/2021 | US$33.81 | ||||||||||||
2/27/2018 | $43.02 | 2/27/2021 | $42.98 | ||||||||||||
2/27/2018 | US$33.97 | 2/27/2021 | US$33.81 | ||||||||||||
2/21/2019 | $48.30 | 2/21/2021 | $43.70 | ||||||||||||
2/21/2019 | US$36.71 | 2/21/2021 | US$34.66 | ||||||||||||
2/20/2020 | $55.54 | 2/20/2021 | $43.70 | ||||||||||||
2/20/2020 | US$41.97 | 2/20/2021 | US$34.66 |
3 |
Includes the 2019 PSUs that vested on December 31, 2021. A performance multiplier of 1.43x has been used. |
4 |
Based on corporate, business unit and individual performance for the 2021 performance year. |
5 |
Includes the 2019 RSUs that matured on May 8, 2021. |
Confidentiality provision |
Non-competition/solicitation |
No recruitment | ||
2 years after departure | 1 year after departure | 2 years after departure |
Type of termination |
Base salary |
Short-term incentive |
Medium- and long-term incentives |
Pension |
Benefits | |||||||
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 year’s incentive prorated to retirement date. | • PSUs and RSUs are prorated to retirement date and value is assessed and paid at the end of the usual term.• Stock options granted prior to 2020 continue to vest and can be exercised for three years after retirement (or option expiry, if sooner).• Stock options granted in 2020 and thereafter 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) plus the current year’s short-term incentive, prorated based on active service during the year of termination based on target performance. |
• PSUs and RSUs are prorated to date of termination (plus any applicable notice period) and value is assessed and paid at the end of the usual term.• Vested stock options must be exercised according to stock option terms.• The in-the-money |
Additional years of pension credit are added to the final pension calculation (three years for CEO and two years for other NEOs). | Value of future benefits paid out in a lump sum (3x for CEO and 2x for other NEOs). | ||||||
Termination following a change of control (CIC) | • PSUs vest and value is assessed and paid on performance measures deemed to have been achieved as of the change of control. RSUs vest and are paid out.• All stock options vest and remain exercisable for 30 days following termination (or option expiry, if sooner). |
Named executive officer |
Triggering event 1 |
Base salary 2 ($) |
Short- term incentive 3 ($) |
Medium- term incentive 4 ($) |
Long- term incentive 5 ($) |
Pension 6 ($) |
Benefits 7 ($) |
Total payout ($) |
||||||||||||||||||||||
Al Monaco | CIC | - | - | - | - | - | - | - | ||||||||||||||||||||||
Death | - | - | 20,294,894 | 4,857,044 | - | 65,846 | 25,217,784 | |||||||||||||||||||||||
Retirement | - | - | 9,277,339 | 4,857,044 | - | 65,846 | 14,200,229 | |||||||||||||||||||||||
Voluntary or for cause termination | - | - | - | - | - | 65,846 | 65,846 | |||||||||||||||||||||||
Involuntary termination without cause | 5,136,000 | 10,340,447 | 20,294,894 | 4,857,044 | 524,000 | 286,486 | 41,438,871 | |||||||||||||||||||||||
Involuntary or good reason termination after a CIC | 5,136,000 | 10,340,447 | 20,294,894 | 4,857,044 | 524,000 | 286,486 | 41,438,871 | |||||||||||||||||||||||
Vern D. Yu | CIC | - | - | - | - | - | - | - | ||||||||||||||||||||||
Death | - | - | 7,030,527 | 1,085,778 | - | 27,196 | 8,143,501 | |||||||||||||||||||||||
Retirement | - | - | 2,767,516 | 1,085,778 | - | 27,196 | 3,880,490 | |||||||||||||||||||||||
Voluntary or for cause termination | - | - | - | - | - | 27,196 | 27,196 | |||||||||||||||||||||||
Involuntary termination without cause | 1,414,200 | 1,415,889 | 6,896,030 | 1,085,778 | 3,706,000 | 112,636 | 14,630,533 | |||||||||||||||||||||||
Involuntary or good reason termination after a CIC | 1,414,200 | 1,415,889 | 7,030,527 | 1,085,778 | 3,706,000 | 112,636 | 14,765,030 | |||||||||||||||||||||||
Colin K. Gruending | CIC | - | - | - | - | - | - | - | ||||||||||||||||||||||
Death | - | - | 4,436,734 | 879,390 | - | 26,127 | 5,342,251 | |||||||||||||||||||||||
Voluntary or for cause termination | - | - | - | - | - | 26,127 | 26,127 | |||||||||||||||||||||||
Involuntary termination without cause | 1,358,600 | 1,345,264 | 4,407,794 | 879,390 | 1,468,000 | 103,897 | 9,562,945 | |||||||||||||||||||||||
Involuntary or good reason termination after a CIC | 1,358,600 | 1,345,264 | 4,436,734 | 879,390 | 1,468,000 | 103,897 | 9,591,885 | |||||||||||||||||||||||
William T. Yardley | CIC | - | - | - | - | - | - | - | ||||||||||||||||||||||
Death | - | - | 7,060,195 | 1,320,460 | - | 28,489 | 8,409,144 | |||||||||||||||||||||||
Retirement | - | - | 3,866,379 | 1,320,460 | - | 28,489 | 5,215,328 | |||||||||||||||||||||||
Voluntary or for cause termination | - | - | - | - | - | 28,489 | 28,489 | |||||||||||||||||||||||
Involuntary termination without cause | 1,481,428 | 1,616,963 | 7,026,975 | 1,320,460 | 956,000 | 101,593 | 12,503,419 | |||||||||||||||||||||||
Involuntary or good reason termination after a CIC | 1,481,428 | 1,616,963 | 7,060,195 | 1,320,460 | 956,000 | 101,593 | 12,536,639 |
Named executive officer |
Triggering event 1 |
Base salary 2 ($) |
Short- term incentive 3 ($) |
Medium- term incentive 4 ($) |
Long- term incentive 5 ($) |
Pension 6 ($) |
Benefits 7 ($) |
Total payout ($) |
||||||||||||||||||||||
Robert R. Rooney | CIC | - | - | - | - | - | - | - | ||||||||||||||||||||||
Death | - | - | 3,816,288 | 919,143 | - | 22,992 | 4,758,423 | |||||||||||||||||||||||
Retirement | - | - | 1,744,434 | 919,143 | - | 22,992 | 2,686,569 | |||||||||||||||||||||||
Voluntary or for cause termination | - | - | - | - | - | 22,992 | 22,992 | |||||||||||||||||||||||
Involuntary termination without cause | 1,195,600 | 1,324,083 | 3,793,220 | 919,143 | 844,000 | 95,324 | 8,171,370 | |||||||||||||||||||||||
Involuntary or good reason termination after a CIC | 1,195,600 | 1,324,083 | 3,816,288 | 919,143 | 844,000 | 95,324 | 8,194,438 | |||||||||||||||||||||||
Cynthia L. Hansen | CIC | - | - | - | - | - | - | - | ||||||||||||||||||||||
Death | - | - | 3,468,110 | 807,296 | - | 20,900 | 4,296,306 | |||||||||||||||||||||||
Retirement | - | - | 1,585,429 | 807,296 | - | 20,900 | 2,413,625 | |||||||||||||||||||||||
Voluntary or for cause termination | - | - | - | - | - | 20,900 | 20,900 | |||||||||||||||||||||||
Involuntary termination without cause | 1,086,800 | 1,287,686 | 3,447,163 | 807,296 | 927,000 | 87,524 | 7,643,469 | |||||||||||||||||||||||
Involuntary or good reason termination after a CIC | 1,086,800 | 1,287,686 | 3,468,110 | 807,296 | 927,000 | 87,524 | 7,664,416 |
1 |
Messrs. Monaco, Yu, Yardley, Rooney and Ms. Hansen are the NEOs who are retirement eligible as of December 31, 2021. Retirement eligibility under Enbridge programs means age 55 or older. |
2 |
Reflects a lump sum payment equal to three times (for Mr. Monaco) and two times (for Messrs. Gruending, Yardley, Yu, Rooney and Ms. Hansen) the NEO’s base salary in effect as at December 31, 2021. |
3 |
Reflects a lump sum payment equal to three times (for Mr. Monaco) and two times (for Messrs. Yu, Gruending, Yardley, Rooney and Ms. Hansen) 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 Summary Compensation Table. |
4 |
Represents the value of RSUs and PSUs that would vest and be settled in cash upon the triggering event, based on C$49.41 for awards granted in Canadian dollars and US$39.08 for awards granted in U.S. dollars, the closing price of an Enbridge share on the TSX and NYSE, respectively, on December 31, 2021 and assuming, in the case of PSUs, target performance. For PSUs and RSUs, severance period, as outlined in the executive employment agreement, counts towards active service when prorating for termination without cause. |
5 |
Represents the “in-the-money In-the-money |
6 |
Reflects the value of three additional years of pension credit for Mr. Monaco and two additional years of pension credit for each of Messrs. Yu, Gruending, Yardley, Rooney and Ms. Hansen. |
7 |
Reflects a lump sum cash payment in respect of the flex credit allowance, vacation carryover and savings plan matching contributions that would have been paid by Enbridge in respect of the NEO over a period of three years (for Mr. Monaco) or two years (for each of Messrs. Yu, Gruending, Yardley, Rooney and Ms. Hansen) following the executive’s termination, plus an allowance for financial and career counselling. |
• |
Enbridge Inc. Incentive Stock Option Plan (2007), as revised (Incentive stock option plan); and |
• |
Enbridge Inc. Performance Stock Option Plan (2007), as amended and restated (2011) and further amended (2012 and 2014) (Performance stock option plan). |
A |
B |
C | |||||||||||||
Plans approved by security holders |
Number of securities to be issued upon exercise of outstanding options, warrants and rights (#) |
Weighted-average exercise price of outstanding options, warrants and rights ($) |
Number of securities remaining available for future issue under equity compensation plans (excluding securities reflected in column A) (#) | ||||||||||||
2019 LTIP | 15,448,382 | 49.00 3,4 |
33,689,782 | ||||||||||||
Prior stock option plans 1 |
19,338,344 | 49.85 3 |
- | ||||||||||||
Spectra 2007 LTIP 2 |
673,091 | 36.47 3 |
- | ||||||||||||
|
1.6628% of total issued and outstanding Enbridge shares |
|
1 |
Includes 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$1.2632 in 2021. |
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. |
Stock options outstanding |
# outstanding |
% of total issued and outstanding Enbridge shares | ||||||||
2019 LTIP | 15,448,382 | 0.7625 | % | |||||||
Incentive stock option plan | 19,338,344 | 0.9544 | % | |||||||
Spectra 2007 LTIP – stock options 1 |
673,091 | 0.0332 | % |
1 |
Awards granted under the Spectra 2007 LTIP as described in the “Assumed equity-based compensation awards from Spectra Energy” section. |
Enbridge shares reserved for issue under the 2019 LTIP | 49,700,000 in total, or 2.45% of Enbridge’s total issued and outstanding Enbridge shares as of December 31, 2021. 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. |
Stock options outstanding |
2021 |
2020 |
2019 | ||||||||||||
2019 LTIP | 0.2232 | % | 0.2529 | % | 0.3348 | % | |||||||||
Incentive stock option plan 1 |
- | - | - | ||||||||||||
Performance stock option plan 2 |
- | - | - | ||||||||||||
Spectra 2007 LTIP – stock options 3 |
- | - | - |
1 |
No grants have been made under this plan since 2018. |
2 |
No grants have been made under this plan since 2014. |
3 |
All grants under the Spectra 2007 LTIP were made by Spectra Energy prior to the Merger Transaction. No further awards have been or will be granted under the Spectra 2007 LTIP following the closing of the Merger Transaction. |
• |
increasing the overall share limit; |
• |
reducing the grant, exercise or purchase price for any awards; |
• |
the cancellation of any awards and the reissue of or replacement of such awards with awards having a lower grant, exercise or purchase price; |
• |
removing or exceeding the limits of the 2019 LTIP on participation by insiders; |
• |
the extension of the term of any award; |
• |
allowing other than employees or non-employee directors of the Company or a subsidiary to become participants in the 2019 LTIP; |
• |
allowing awards to become transferable or assignable other than by will or according to the laws of descent and distribution; and |
• |
changing the amendment provisions of the 2019 LTIP. |
Reason for termination |
Incentive stock option provisions 1 |
Restricted stock unit provisions |
Resignation |
Can exercise vested options up to 30 days from the date of termination or until the option term expires (if sooner). | All outstanding RSUs are forfeited. | ||||
Retirement |
For incentive stock options granted prior to 2020, options continue to vest and can be exercised up to three years from retirement or until the stock option term expires (if sooner). For incentive stock options granted in 2020 and thereafter, options continue to vest and can be exercised up to five years from retirement or until the stock option term expires (if sooner). Conditions for performance stock options are mentioned below. |
RSUs are prorated to retirement date and value is assessed and settled at the end of the usual term. | ||||
Death |
All options vest and can be exercised up to 12 months from the date of death or until the option term expires (if sooner). | All outstanding RSUs become vested and are settled no later than 30 days following the date of death. | ||||
Disability |
Options continue to vest based on the regular provisions of the plan. | All outstanding RSUs become vested and are settled no later than 30 days following the date of disability. | ||||
Involuntary termination |
not for cause | Unvested options continue to vest and options that are vested or become vested can be exercised up to 30 days after the termination date or the notice period (if applicable) 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. | ||||
Change of control or reorganization |
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. 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. 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 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 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. All US ISOs beginning with the 2018 grant are issued as non-qualified. |
• |
for retirement, performance stock options are prorated for the period of active employment in the five-year period starting January 1 of the year of grant. These options can be exercised until the later of three years after retirement, or 30 days after the date by which the share price targets must be met (or the date the option expires, if earlier), as long as the share price targets are met; |
• |
for death, unvested performance stock options are prorated and the plan assumes performance requirements have been met; |
• |
for involuntary termination not-for-cause, |
• |
for change of control, the plan assumes the performance requirements have been met and the plan was not amended in 2018 to implement a double trigger change of control as there are currently no plans to grant further awards under the plan. |
• |
Number of shares. The aggregate number of Enbridge shares that may be issued pursuant to the Assumed Spectra LTIP Awards is 5,000,000 shares of Enbridge representing |
0.25% of Enbridge’s outstanding and issued shares as at December 31, 2019. |
• |
Reservation of Shares. When Spectra Energy first adopted the Spectra 2007 LTIP in 2007, it reserved 30,000,000 shares of common stock for issuance under the Spectra 2007 LTIP, with an additional 10,000,000 shares and 12,500,000 shares reserved following shareholder approval on April 19, 2011 and April 26, 2016, respectively. Immediately prior to closing of the Merger Transaction, there were 19,756,580 shares of Spectra Energy common stock available for future issuance under the Spectra 2007 LTIP. However, Enbridge determined that it would not grant any additional awards under the Spectra 2007 LTIP following the closing of the Merger Transaction and as a result, assumed only those shares issuable under the Assumed Spectra LTIP Awards. All future equity-based awards granted by Enbridge (including those made to legacy Spectra Energy employees) will be awarded pursuant to Enbridge’s existing plans and not the Spectra 2007 LTIP. |
• |
Administration. Prior to the closing of the Merger Transaction, the Spectra 2007 LTIP was administered by the Compensation Committee of Spectra Energy, which had the authority to determine the persons to whom awards were granted, the types of awards granted, the time at which awards were to be granted, the number of shares, units or other rights subject to an award, and the terms and conditions of each award. Following the completion of the Merger Transaction, the Spectra 2007 LTIP will, solely to the extent applicable to the Assumed Spectra LTIP Awards, be administered by the HRC Committee consistent with the administration of Enbridge’s existing compensation programs. |
• |
Eligibility. All key employees of Spectra Energy and its subsidiaries and all non-employee directors were eligible for awards granted under the Spectra 2007 LTIP, as selected from time to time by the Compensation Committee of Spectra Energy in its sole discretion. As noted above, only those shares issuable under the Assumed Spectra LTIP Awards were assumed by Enbridge in connection with the Merger Transaction and as a result, no additional awards will be granted by Enbridge to any individual under the Spectra 2007 LTIP. |
• |
Awards. As described in more detail below, the Assumed Spectra LTIP Awards include Spectra Energy options. |
• |
Adjustments to awards. The HRC Committee may determine and implement appropriate adjustments to the Assumed Spectra LTIP Awards in the event of any merger, consolidation, recapitalization, reclassification, stock dividend, stock split or other similar change of control transactions. |
• |
Term and amendment. The Spectra 2007 LTIP has a term of ten years from the date of approval by the shareholders |
of Spectra Energy, which was last granted on April 26, 2016, subject to earlier termination or amendment in accordance with the terms of the Spectra 2007 LTIP. Any amendment to the Assumed Spectra LTIP Awards or the Spectra 2007 LTIP that is implemented by the HRC Committee may not materially adversely affect the Assumed Spectra LTIP Awards without consent of the holder of such award. |
• |
Assignability. A stock option granted under the Spectra 2007 LTIP may, solely to the extent permitted by the HRC Committee, be transferred to members of the participants’ immediate family or to trusts, partnerships or corporations whose beneficiaries, members or owners are members of the participant’s immediate family or such other person as may be approved by the HRC Committee in advance and set forth in the award agreement. All other Assumed Spectra LTIP Awards are not assignable or transferable except by will or the laws of descent and distribution. |
• |
Nonqualified stock options and incentive stock options. Spectra Energy granted options under the Spectra 2007 LTIP to purchase shares of Spectra Energy common stock (“Spectra Energy options”) to certain of its employees. As of immediately prior to the closing of the Merger Transaction, there were 4,000 Spectra Energy options outstanding under the Spectra 2007 LTIP at a weighted average exercise price of US$26.33 per share of Spectra Energy common stock and 892,163 Spectra Energy options outstanding under the Spectra 2007 LTIP at a weighted average exercise price of US$28.40 per share of Spectra Energy common stock. |
• |
Exercise price. The exercise price of each Spectra Energy option was determined by the Compensation Committee of Spectra Energy at the date of grant, provided however, that the exercise price per option could not be less than 100% of the fair market value per share of the common stock of Spectra Energy |
as of the date of grant. As the exercise price of the Spectra Energy options was determined at the date of grant, the exercise price may be below the then current market price of the Enbridge shares at the time the options are exercised. |
• |
Vesting and term of stock options. The Compensation Committee of Spectra Energy prescribed in the award agreement applicable to each Spectra Energy option the time or times at which, or the conditions upon which, such option vests or becomes exercisable. Spectra Energy options generally have a term of ten years from date of grant and during such term, once vested, the option could be exercised, unless a shorter exercise period was specified by the Compensation Committee of Spectra Energy in an award agreement, and subject to such limitations as may apply under an award agreement relating to the termination of a participant’s employment or other service with Spectra Energy or any of its subsidiaries. |
• |
Treatment upon closing of the Merger Transaction. At the closing of the Merger Transaction, each outstanding Spectra Energy option, whether vested or unvested, was automatically converted into an option to purchase, on the same terms and conditions as were applicable immediately prior to the closing, the number of Enbridge shares equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Spectra Energy common stock subject to such option immediately prior to the closing and (ii) 0.984 (“Exchange Ratio”), at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of Spectra Energy common stock of such Spectra Energy option immediately prior to the closing divided by (B) the Exchange Ratio. The Spectra Energy options assumed by Enbridge in connection with the Merger Transaction are exercisable for 881,819 Enbridge shares at a weighted average exercise price of US$28.87 per share of Enbridge shares, vest at various dates until February 2019 and have various terms expiring on or before February 2026. |
• |
Other stock-based awards. In addition to the Assumed Spectra LTIP Awards, Spectra Energy had other equity-based or equity-related awards representing a right to acquire or receive shares of Spectra Energy common stock or payments or benefits measured by the value thereof (“Spectra Energy other awards”) outstanding under the Spectra Energy Executive Savings Plan and the Spectra Energy Directors’ Savings Plan (“Spectra Savings Plans”). |
• |
Treatment upon closing of the Merger Transaction. At the closing of the Merger Transaction, each outstanding Spectra Energy other award was automatically converted into a right to acquire or receive benefits measured by the value of Enbridge shares, on the same terms and conditions as were applicable to the Spectra Energy other award immediately prior to the closing. As converted, the number of |
Enbridge shares subject to such other award is equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Spectra Energy common stock subject to such award immediately prior to the closing and (ii) the Exchange Ratio. The Spectra Savings Plans have trust funding vehicles (commonly referred to as rabbi trusts) (“Spectra Savings Plan Trusts”). Obligations to fund the Spectra Savings Plan Trusts were triggered in connection with the Merger Transaction. For any share-settled Spectra Energy other awards, the Enbridge shares used to settle such awards will be obtained on the market by the trustee of the Spectra Savings Plan Trusts. |
Spectra Energy options |
Total Enbridge shares issuable under Spectra 2007 LTIP |
Percentage of issued and outstanding Enbridge shares | ||||
673,091 | 673,091 | 0.0332% |
Reason for termination |
Provisions | |
Voluntary termination (not retirement eligible) |
The unvested portion of such an award terminates immediately. Vested Spectra Energy options can be exercised through the earlier of 3 months following termination of employment or the 10th anniversary of the grant date. | |
Voluntary termination (retirement eligible) |
Unvested options are pro-rated based on full and partial months of service during the vesting period, and vest immediately.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.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. |
• |
to attract and retain the most qualified individuals to serve as directors; |
• |
to compensate our directors to reflect the risks, responsibilities and time commitment they assume when serving on our Board and Board committees; |
• |
to offer directors compensation that is competitive with other public companies that are comparable to Enbridge and to deliver such compensation in a tax effective manner; and |
• |
to align the interests of directors with those of our shareholders. |
|
About DSUs A deferred share unit (“DSU”) is a notional share that has the same value as one Enbridge common share. Its value fluctuates with variations in the market price of Enbridge shares. DSUs do not have voting rights but they accrue dividends as additional DSUs, at the same rate as dividends paid on our common shares. |
|
• |
an annual retainer; |
• |
an annual retainer if he or she serves as the Chair of the Board or chair of a Board committee; |
• |
a fee for travelling to Board and Board committee meetings; and |
• |
reimbursement for reasonable travel and other out-of-pocket |
2021 Directors’ Compensation Plan retainers |
||||||||||||||||||||||||||||||||||||
Annual amount (US$) |
Cash |
Enbridge shares |
DSUs |
Cash |
Enbridge shares |
DSUs |
||||||||||||||||||||||||||||||
Compensation component |
Before minimum share ownership is met |
After minimum share ownership is met |
||||||||||||||||||||||||||||||||||
Board retainer |
285,000 | ![]() |
![]() |
|||||||||||||||||||||||||||||||||
Additional retainers |
||||||||||||||||||||||||||||||||||||
Chair of the Board retainer |
265,000 | |||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||
• Sustainability |
15,000 | |||||||||||||||||||||||||||||||||||
• Governance |
15,000 | |||||||||||||||||||||||||||||||||||
Travel Fee |
1,500 | 100% | - | - | 100% | - | - |
Director |
Cash (%) |
Enbridge shares (%) |
DSUs (%) |
|||||||||
Mayank M. Ashar | - | - | 100 | |||||||||
Gaurdie E. Banister | - | - | 100 | |||||||||
Pamela L. Carter | 40 | 25 | 35 | |||||||||
Susan M. Cunningham | 50 | - | 50 | |||||||||
Gregory L. Ebel | 50 | - | 50 | |||||||||
J. Herb England | - | 65 | 35 | |||||||||
Teresa S. Madden | 50 | - | 50 | |||||||||
Al Monaco 1 |
- | - | - | |||||||||
Stephen S. Poloz | 30 | - | 70 | |||||||||
S. Jane Rowe | - | 50 | 50 | |||||||||
Dan C. Tutcher | - | - | 100 | |||||||||
Former Directors 2 |
||||||||||||
Marcel R. Coutu | - | - | 100 | |||||||||
Gregory J. Goff | 50 | - | 50 | |||||||||
V. Maureen Kempston Darkes | - | - | 100 |
1 |
Mr. Monaco does not receive any compensation as a director of Enbridge because he is our President & CEO. |
2 |
Mr. Goff resigned from the Board effective June 21, 2021, and Mr. Coutu and Ms. Kempston Darkes resigned from the Board effective November 1, 2021. |
Share based awards 2 |
All other compensation |
Total |
||||||||||||||||||||||||||||||||||
Fees earned 1 (cash) |
Enbridge Shares 3 |
DSUs 3 |
Other fees 4 |
Dividends on DSUs 5 |
||||||||||||||||||||||||||||||||
Director |
($) |
(#) |
($) |
(#) |
($) |
($) |
(#) |
($) |
($) |
|||||||||||||||||||||||||||
Mayank M. Ashar | - | - | - | 3,070 | 153,725 | 1,922 | 21 | 1,048 | 156,695 | |||||||||||||||||||||||||||
Gaurdie E. Banister | - | - | - | 1,117 | 56,189 | - | - | - | 56,189 | |||||||||||||||||||||||||||
Pamela L. Carter | 150,048 | 1,800 | 85,943 | 2,664 | 127,073 | 1,898 | 68 | 3,342 | 368,304 | |||||||||||||||||||||||||||
Susan M. Cunningham | 181,286 | - | - | 3,800 | 181,286 | 1,898 | 98 | 4,774 | 369,245 | |||||||||||||||||||||||||||
Gregory L. Ebel | 331,711 | - | - | 6,953 | 331,711 | 1,898 | 179 | 8,715 | 674,035 | |||||||||||||||||||||||||||
J. Herb England | - | 4,682 | 223,452 | 2,522 | 120,321 | 3,820 | 65 | 3,161 | 350,755 | |||||||||||||||||||||||||||
Teresa S. Madden | 187,553 | - | - | 3,932 | 187,553 | 1,922 | 101 | 4,946 | 381,975 | |||||||||||||||||||||||||||
Al Monaco 6 |
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Stephen S. Poloz | 103,576 | - | - | 5,064 | 241,676 | 3,820 | 130 | 6,323 | 355,395 | |||||||||||||||||||||||||||
S. Jane Rowe | - | 558 | 28,094 | 558 | 28,094 | - | - | - | 56,189 | |||||||||||||||||||||||||||
Dan C. Tutcher | - | - | - | 7,601 | 362,573 | - | 196 | 9,548 | 372,121 | |||||||||||||||||||||||||||
Former Directors 7 |
||||||||||||||||||||||||||||||||||||
Marcel R. Coutu | - | - | - | 5,949 | 280,561 | 1,898 | 185 | 9,032 | 291,491 | |||||||||||||||||||||||||||
Gregory J. Goff | 67,886 | - | - | 1,718 | 67,886 | - | 15 | 720 | 136,493 | |||||||||||||||||||||||||||
V. Maureen Kempston Darkes | - | - | - | 6,388 | 301,191 | - | 199 | 9,721 | 310,912 |
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 1.2561 as at March 11, 2021, 1.2103 as at June 3, 2021, 1.2654 as at September 9, 2021, and 1.2815 as at December 2, 2021. |
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 $44.09, $46.55, $49.73 and $50.32 for the first, second, third and fourth quarters, respectively, of 2021. |
4 |
For all of our non-employee directors, includes a US$1,500 travel fee per in-person meeting that occurs outside of their home province or state. For Mr. Ebel, this amount does not include expenses incurred for tax return preparation services of $18,809.14. For Mr. Tutcher, this amount does not include reimbursement of medical expenses of $1,852.25. |
5 |
Includes dividend equivalents on DSUs granted in 2021 based on the 2021 quarterly dividend rate of $0.835. Dividend equivalents vest at the time of grant. |
6 |
Mr. Monaco does not receive any compensation as a director of Enbridge because he is our President & CEO. |
7 |
Mr. Goff resigned from the Board effective June 21, 2021, and Mr. Coutu and Ms. Kempston Darkes resigned from the Board effective November 1, 2021. |
Director |
Enbridge shares (#) |
DSUs (#) |
Total Enbridge shares + DSUs (#) |
Market (at risk) value of equity holdings ($) 1,2 |
||||||||||||
Mayank M. Ashar |
||||||||||||||||
2022 |
64,000 |
3,141 |
67,141 |
3,764,596 |
||||||||||||
2021 |
- |
- |
- |
- |
||||||||||||
Change |
+64,000 |
+3,141 |
+67,141 |
+3,764,596 |
||||||||||||
Gaurdie E. Banister |
||||||||||||||||
2022 |
16,449 |
1,135 |
17,584 |
985,935 |
||||||||||||
2021 |
- |
- |
- |
- |
||||||||||||
Change |
+16,449 |
+1,135 |
+17,584 |
+985,935 |
||||||||||||
Pamela L. Carter |
||||||||||||||||
2022 |
46,439 |
15,339 |
61,778 |
3,463,892 |
||||||||||||
2021 |
44,639 |
11,526 |
56,165 |
2,485,301 |
||||||||||||
Change |
+1,800 |
+3,813 |
+5,613 |
+978,591 |
||||||||||||
Susan M. Cunningham |
||||||||||||||||
2022 |
2,581 |
12,334 |
14,915 |
836,284 |
||||||||||||
2021 |
2,581 |
7,682 |
10,263 |
454,138 |
||||||||||||
Change |
- |
+4,652 |
+4,652 |
+382,146 |
||||||||||||
Gregory L. Ebel |
||||||||||||||||
2022 |
651,845 |
41,708 |
693,553 |
38,887,517 |
||||||||||||
2021 |
651,845 |
31,619 |
683,464 |
30,243,282 |
||||||||||||
Change |
- |
+10,089 |
+10,089 |
+8,644,235 |
||||||||||||
J. Herb England |
||||||||||||||||
2022 |
41,988 |
95,239 |
137,227 |
7,694,318 |
||||||||||||
2021 |
37,306 |
84,970 |
122,276 |
5,410,713 |
||||||||||||
Change |
+4,682 |
+10,269 |
+14,951 |
+2,283,605 |
||||||||||||
Teresa S. Madden |
||||||||||||||||
2022 |
1,000 |
12,585 |
13,585 |
761,711 |
||||||||||||
2021 |
1,000 |
7,787 |
8,787 |
388,825 |
||||||||||||
Change |
- |
+4,798 |
+4,798 |
+372,886 |
||||||||||||
Al Monaco 3 |
||||||||||||||||
2022 |
962,571 |
- |
962,571 |
53,971,356 |
||||||||||||
2021 |
918,762 |
- |
918,762 |
40,655,219 |
||||||||||||
Change |
+43,809 |
- |
+43,809 |
+13,316,137 |
||||||||||||
Stephen S. Poloz |
||||||||||||||||
2022 |
- |
8,140 |
8,140 |
456,410 |
||||||||||||
2021 |
- |
2,627 |
2,627 |
116,245 |
||||||||||||
Change |
- |
+5,513 |
+5,513 |
+340,165 |
||||||||||||
S. Jane Rowe |
||||||||||||||||
2022 |
5,783 |
567 |
6,350 |
356,045 |
||||||||||||
2021 |
- |
- |
- |
- |
||||||||||||
Change |
+5,783 |
+567 |
+6,350 |
+356,045 |
||||||||||||
Dan C. Tutcher |
||||||||||||||||
2022 |
650,649 |
156,248 |
806,897 |
45,242,715 |
||||||||||||
2021 |
637,523 |
136,090 |
773,613 |
34,232,375 |
||||||||||||
Change |
+13,126 |
+20,158 |
+33,284 |
+11,010,340 |
||||||||||||
Total |
||||||||||||||||
2022 |
2,443,305 |
346,436 |
2,789,741 |
156,420,778 |
||||||||||||
2021 |
2,293,656 |
282,301 |
2,575,957 |
113,986,097 |
||||||||||||
Change |
+149,649 |
+64,135 |
+213,784 |
+42,434,681 |
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 $56.07 on March 2, 2022. These amounts have been rounded to the nearest dollar in Canadian dollars. Excludes stock options of Messrs. Ebel and Monaco. |
2 |
Directors must hold at least three times their annual US$285,000 Board retainer in DSUs or Enbridge shares within five years of becoming a director on our Board. Amounts are converted to C$ using US$1 = C$1.2640, the published WM/Reuters 4 pm London exchange rate for December 31, 2021. All current directors meet or exceed this requirement except Mses. Cunningham, Madden and Rowe, who have until February 13, 2024, February 12, 2024 and November 4, 2026, respectively, and Messrs. Banister and Poloz, who have until November 4, 2026 and June 4, 2025, respectively, to meet this requirement. |
3 |
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 53 of this Amendment No. 1 on Form 10-K/A for information on his Enbridge share ownership as a multiple of his base salary. |
Year ended December 31, |
||||||||
2021 |
2020 |
|||||||
(unaudited, millions of Canadian dollars) | ||||||||
Cash provided by operating activities | 9,256 | 9,781 | ||||||
Adjusted for changes in operating assets and liabilities 1 |
1,616 | (93 | ) | |||||
10,872 |
9,688 | |||||||
Distributions to noncontrolling interests and redeemable noncontrolling interests | (271 | ) | (300 | ) | ||||
Preference share dividends | (367 | ) | (380 | ) | ||||
Maintenance capital expenditures 2 |
(686 | ) | (915 | ) | ||||
Significant adjustment items: | ||||||||
Other receipts of cash not recognized in revenue 3 |
127 | 292 | ||||||
Employee severance, transition and transformation costs |
147 | 335 | ||||||
Distributions from equity investments in excess of cumulative earnings 4 |
418 | 675 | ||||||
Other items |
(199 | ) | 45 | |||||
DCF |
10,041 |
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 |
54 | 33 | ||||||
Total DCF adjusted for 2021 STIP award determinations |
10,095 |
9,473 | ||||||
DCF |
10,041 |
9,440 | ||||||
Adjusting items in respect of: | ||||||||
For 2019 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 |
155 | 408 | ||||||
Total DCF adjusted for 2019 PSU payout determinations |
10,196 |
9,848 |
1 |
Changes in operating assets and liabilities, net of recoveries. |
2 |
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. |
3 |
Consists of cash received net of revenue recognized for contracts under make-up rights and similar deferred revenue arrangements. |
4 |
Presented net of adjusting items. |
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 |
||||||||||||
Mayank M. Ashar | 64,000 | - | 64,000 | * | ||||||||||||
Gaurdie E. Banister | 16,449 | - | 16,449 | * | ||||||||||||
Pamela L. Carter 1 |
46,439 | - | 46,439 | * | ||||||||||||
Susan M. Cunningham | 2,581 | - | 2,581 | * | ||||||||||||
Gregory L. Ebel | 651,845 | 405,408 | 1,057,253 | * | ||||||||||||
J. Herb England 1 |
41,988 | - | 41,988 | * | ||||||||||||
Jason B. Few 2 |
- | - | - | * | ||||||||||||
Teresa S. Madden | 1,000 | - | 1,000 | * | ||||||||||||
Al Monaco | 962,571 | 3,371,005 | 4,333,576 | * | ||||||||||||
Stephen S. Poloz | - | - | - | * | ||||||||||||
S. Jane Rowe 1 |
5,783 | - | 5,783 | * | ||||||||||||
Dan C. Tutcher | 650,649 | - | 650,649 | * | ||||||||||||
Steven W. Williams 2 |
5,000 | - | 5,000 | * | ||||||||||||
Colin K. Gruending | 77,910 | 465,551 | 543,461 | * | ||||||||||||
Robert R. Rooney | 56,251 | 508,276 | 564,527 | * | ||||||||||||
William T. Yardley | 105,184 | 364,473 | 469,657 | * | ||||||||||||
Vern D. Yu | 174,975 | 757,760 | 932,735 | * | ||||||||||||
Cynthia Hansen | 214,688 | 529,325 | 744,013 | * | ||||||||||||
All current executive officers and directors as a group 3 |
3,077,313 | 6,401,798 | 9,479,111 | * |
1 |
Ms. Carter, Mr. England and Ms. Rowe will be paid a portion of their directors’ compensation in Enbridge shares on March 18, 2022. 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 |
Jason B. Few and Steven W. Williams are new Board candidates who currently do not serve on our Board. |
3 |
“Current executive officers and directors as a group” does not include the two new Board candidates. |
* |
Represents less than 1% of the outstanding Enbridge shares. |
Name and address of beneficial owner |
Aggregate number of Enbridge shares beneficially owned |
Percent of Enbridge shares outstanding | ||||
BlackRock, Inc. 55 East 52 nd StreetNew York, NT 10055 1 |
105,484,148 | 5.2% |
1 |
The information for this beneficial owner is based on Schedule 13G filing on February 8, 2022, which can be retrieved at www.sec.gov. |
2021 (C$) |
2020 (C$) |
Description of fee category | ||||
Audit fees |
15,763,000 |
14,764,000 |
Represents the aggregate fees for audit services. | |||
Audit-related fees |
710,000 | 816,000 | Represents the aggregate fees for assurance and related services by the Company’s auditors that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not included under “Audit fees”. During fiscal years 2021 and 2020, the services provided in this category include due diligence related to prospectus offerings and purchase price allocations. | |||
Tax fees |
1,774,000 | 1,417,000 | Represents the aggregate fees for professional services rendered by the Company’s auditors for tax compliance, tax advice and tax planning. | |||
All other fees |
352,000 | 366,000 | Represents the aggregate fees for products and services provided by the Company’s auditors other than those services reported under “Audit fees”, “Audit-related fees” and “Tax fees”. During fiscal years 2021 and 2020, these fees include those related to French translation work. | |||
Total fees |
18,599,000 |
17,363,000 |
• |
bookkeeping or other services related to accounting records and financial statements; |
• |
financial information systems design and implementation; |
• |
appraisal or valuation services, fairness opinions or contribution in kind reports; |
• |
actuarial services; |
• |
internal audit outsourcing services; |
• |
management functions or human resources; |
• |
broker or dealer, investment adviser or investment banking services; |
• |
legal services; and |
• |
expert services unrelated to the audit. |
Exhibit No. |
Name of Exhibit | |
31.1* | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
ENBRIDGE INC. | ||||||
(Registrant) | ||||||
Date: March 7, 2022 | By: | /s/ Vern D. Yu | ||||
Vern D. Yu | ||||||
Executive Vice President and Chief Financial Officer | ||||||
Enbridge Inc |