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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On October 9, 2019, the Board of Directors
(the “Manager Board”) of EnLink Midstream Manager, LLC (the “Manager”), the managing member of EnLink Midstream,
LLC (“ENLC”), upon the recommendation of the Governance and Compensation Committee of the Manager Board (the “Committee”),
and in connection with Mr. Barry E. Davis assuming, on August 8, 2019, the role of Chief Executive Officer of Manager and of EnLink
Midstream GP, LLC (the “General Partner”), the general partner of EnLink Midstream Partners, LP (“ENLK”
and, together with ENLC, “EnLink”), approved (i) certain changes with respect to Mr. Davis’s base salary and
short term incentive compensation, and (ii) the grant of certain long-term incentive awards for Mr. Davis, as described below.
The Manager Board approved the following
actions: (i) increasing Mr. Davis’s base salary from an annual rate of pay of $425,000 to $735,000, effective as of August
8, 2019; (ii) increasing Mr. Davis’s target annual bonus percentage under EnLink’s short-term incentive program (the
“STI Program”) from 90% to 125%, effective as of August 8, 2019; (iii) granting a restricted incentive unit award to
Mr. Davis under the EnLink Midstream, LLC 2014 Long-Term Incentive Plan (the “Plan”) in an amount equal to $2,000,000
with a three-year performance period beginning on August 1, 2019 and that will include vesting provisions based upon the achievement
of a specified performance goal (the “Performance-Based Award”); and (iv) granting a restricted incentive unit award
to Mr. Davis under the Plan in an amount equal to $1,000,000 with a vesting commencement date of August 1, 2019 and that will include
vesting provisions based upon the expiration of a three-year vesting period (the “Time-Based Award”). A description
of the STI program may be found in each of the annual reports on Form 10-K of ENLC and ENLK, which were filed with the Securities
and Exchange Commission (the “SEC”) on February 20, 2019.
The performance goal and vesting terms of
the Performance-Based Award and Time-Based Award are materially consistent with earlier grants to EnLink’s named executive
officers pursuant to the Form of Performance Unit Agreement made under the Plan and the Form of Restricted Incentive Unit Agreement
made under the Plan, included as Exhibit 10.1 and Exhibit 10.2, respectively, to ENLC’s Current Report on Form 8-K filed
with the SEC on March 14, 2019 (collectively, the “Award Agreement Forms”), except as described below.
In the case of the Performance-Based Award,
(i) vesting will be based on the achievement of a single performance goal of relative total shareholder return over the three-year
performance period; (ii) accelerated vesting, in full, will occur (at the greater of the target performance level or actual performance)
upon (A) a termination of Mr. Davis’s employment or service with ENLC and its affiliates (a “Termination”) by
ENLC or any of its affiliates for any reason other than for “cause” or “qualifying disability” (in each
case, as defined in the Performance-Based Award), or (B) a Termination by Mr. Davis for “good reason” following a “change
in control” (in each case, as defined in the Performance-Based Award); and (iii) accelerated vesting, on a pro-rated basis,
will occur (at the target performance level) upon a Termination by Mr. Davis due to his “voluntary separation” after
the 12-month anniversary of the “grant date” (in each case, as defined in the Performance-Based Award).
Similarly, in the case of the Time-Based
Award, (i) accelerated vesting, in full, will occur upon (A) a Termination by ENLC or any of its affiliates for any reason other
than for “cause” or “qualifying disability” (in each case, as defined in the Time-Based Award), or (B)
a Termination by Mr. Davis for “good reason” following a “change in control” (in each case, as defined
in the Time-Based Award); and (ii) accelerated vesting, on a pro-rated basis, will occur upon a Termination by Mr. Davis due to
his “voluntary separation” after the 12-month anniversary of the “grant date” (in each case, as defined
in the Time-Based Award).
The foregoing descriptions of Mr. Davis’s
Performance-Based Award and Time-Based Award do not purport to be complete and are qualified in their entirety by reference to
the full text of the respective Award Agreement Forms, which are incorporated herein by reference.