Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Appointment and Departures
On March 30, 2022, GIP
III Stetson I, L.P. (“GIP III”), in its capacity as the sole member of EnLink Midstream Manager, LLC (the “Manager”),
the managing member of EnLink Midstream, LLC (“ENLC”), appointed Benjamin M. Daniel, a Principal of Global Infrastructure
Partners (“GIP”), as a director to serve on the Board of Directors of the Manager (the “Manager Board”).
On the same date, Thomas W.
Horton, a Partner of GIP, who has served as a director on the Manager Board since August 2019, and James K. Lee, an Investment Principal
of GIP, who has served as a director on the Manager Board since March 2020, resigned. Mr. Horton’s and Mr. Lee’s
resignation from the Manager Board was effective at the same time Mr. Daniel joined the Manager Board. The resignations of Mr. Horton
and Mr. Lee did not result from any disagreement with the Manager or ENLC. As a result of these director changes, the Manager has
decreased the size of the Manager Board from nine to eight.
Benjamin
M. Daniel is a Principal at Global Infrastructure Partners and a key member of GIP’s North American energy investment business,
focusing on natural gas, crude oil, refined products, and LNG. Mr. Daniel has been a member of GIP’s investment team since
2012. Prior to joining GIP, Mr. Daniel was a Vice President at Bluescape Resources, where he was focused on unconventional oil and
gas resource investing. Prior to this time, Mr. Daniel was a consultant at McKinsey and Company, working primarily with oil and gas
clients. Mr. Daniel currently serves on the Board of Directors of Medallion Midstream, a privately held midstream company. Mr. Daniel
holds a Bachelor of Science with Honors in Mathematics and Master of Arts in Philosophy from Stanford University.
Mr. Daniel will not receive
any separate compensation for his service as a director and will not sit on any committee of the Manager Board.
Indemnification Agreement
ENLC
has a practice of entering into indemnification agreements (the “Indemnification Agreements”) with each of the Manager’s
directors and executive officers (collectively, the “Indemnitees”). In connection with his appointment to the Manager Board,
ENLC entered into an Indemnification Agreement with Mr. Daniel. Under the terms of the Indemnification Agreements, ENLC has agreed
to indemnify and hold the Indemnitee harmless, subject to certain conditions, from and against any and all losses, claims, damages, liabilities,
judgments, fines, taxes (including ERISA excise taxes), penalties (whether civil, criminal, or other), interest, assessments, amounts
paid or payable in settlements, or other amounts and any and all “expenses” (as defined in the Indemnification Agreements)
arising from any and all threatened, pending, or completed claims, demands, actions, suits, proceedings, or alternative dispute mechanisms,
whether civil, criminal, administrative, arbitrative, investigative, or otherwise, whether made pursuant to federal, state, or local law,
whether formal or informal, and including appeals (each, a “proceeding”), in each case, in which the Indemnitee may be involved,
or is threatened to be involved, as a party, a witness, or otherwise, including any inquiries, hearings, or investigations that the Indemnitee
determines might lead to the institution of any proceeding, related to the fact that the Indemnitee is or was a director, manager, or
officer of ENLC or the Manager, or is or was serving at the request of ENLC or the Manager, each as applicable, as a manager, managing
member, general partner, director, officer, fiduciary, trustee, or agent of any other entity, organization, or person of any nature. ENLC
has also agreed to advance the expenses of an Indemnitee relating to the foregoing. To the extent that a change in the laws of the State
of Delaware permits greater indemnification under any statute, agreement, organizational document, or governing document than would be
afforded under the Indemnification Agreements as of the date of the Indemnification Agreements, the Indemnitee shall enjoy the greater
benefits so afforded by such change.
The
foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference
to the complete text of the Form of Indemnification Agreement, the form of which was filed as Exhibit 10.1 to ENLC’s Current Report on Form 8-K dated July 17, 2018, filed with the Securities and Exchange Commission on July 23, 2018, and which is
incorporated herein by reference.