Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Retirement and Appointment
On June 10, 2022, Barry E. Davis, the Chairman and Chief Executive Officer of
EnLink Midstream Manager, LLC (the "Manager"), the managing member of EnLink
Midstream, LLC (the "Company"), informed the Board of Directors of the Manager
(the "Board") of his decision to retire as Chairman of the Board and Chief
Executive Officer of the Manager, after more than 25 years of service. Mr. Davis
will step down from his position as Chairman and CEO effective on June 20, 2022
and remain with the Company during a transition period until August 31, when he
will retire. Mr. Davis's retirement did not result from a disagreement with the
Manager or the Company.
On June 14, 2022, the Company announced that the Board appointed Jesse Arenivas
as Chief Executive Officer of the Manager, effective as of June 20, 2022. As of
the same effective date, GIP III Stetson I, L.P., in its capacity as the sole
member of the Manager, elected and appointed Mr. Arenivas to serve on the Board.
Mr. Arenivas, as an executive officer of the Company, will not receive any
separate compensation for his service as director and will not sit on any
committee of the Manager Board.
Also effective on June 20, 2022, Leldon E. Echols, a member of the Board since
2014 and a member of a predecessor board since 2008, will serve as Chairman of
the Board.
Prior to joining the Company, Mr. Arenivas (49) served as President of Kinder
Morgan, Inc.'s ("KMI") CO2 business segment and its Energy Transition Ventures
team. He served as Vice President of KMI and President of the CO2 segment since
December 2014, and was appointed President of KMI's Energy Transition Ventures
team upon its formation in February 2021. Mr. Arenivas joined KMI in 2003 and
previously served in various financial, accounting, and business development
roles, including Vice President of Finance and Accounting for KMI's CO2 business
segment. Before joining KMI, Mr. Arenivas spent five years at ConocoPhillips Co.
in financial and commercial roles. Mr. Arenivas holds a Bachelor of Business
Administration in Finance from the University of Texas, Permian Basin and is a
Certified Public Accountant.
Officer Compensation
In connection with his appointment as Chief Executive Officer, the Board
approved the following with respect to Mr. Arenivas's compensation: (1) an
annual base salary of $700,000, (2) a target percentage for the short-term
incentive program (the "STI Program") of 125%, and (3) grants of the Company's
Common Units under the EnLink Midstream, LLC 2014 Long-Term Incentive Plan (the
"Plan"), consisting of time-based restrictive incentive units with a value of
$3,900,000, of which approximately 50% will vest in two years and the remainder
will vest in three years, and performance units with a value of $3,900,000. The
terms of the grants, including the specified performance criteria for the
performance units, are substantially similar to the awards made to EnLink's
named executive officers in 2021 and 2022, described in the Annual Report on
Form 10-K for the fiscal year ended December 31, 2021 (the "2021 Form 10-K")
filed by the Company with the Securities and Exchange Commission (the "SEC") on
February 16, 2022 and in the Form of 2022 Performance Agreement filed as Exhibit
10.13 therewith. A description of the STI Program is also provided in the 2021
Form 10-K. The Compensation Committee of the Board recommended that the Board
approve the foregoing compensation.
Mr. Davis's departure will constitute a "Normal Retirement" under the terms of
the outstanding restricted incentive units (including performance-based
restricted incentive units) granted to Mr. Davis under the Plan.
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Other Agreements
ENLC has a practice of entering into change of control agreements, severance
agreements and indemnification agreements with each of the Manager's executive
officers. In connection with his appointment as Chief Executive Officer, Mr.
Arenivas will enter into each of the following agreements to be effective as of
June 20, 2022:
Mr. Arenivas and a subsidiary of the Company will enter into a severance
agreement (the "Severance Agreement") and a change in control agreement (the
"Change of Control Agreement" and, together with the Severance Agreement, the
"Related Agreements"), which are materially consistent with the form of
Severance Agreement and the form of Change in Control Agreement described in the
2021 Form 10-K. The foregoing description of the Severance Agreement and the
Change in Control Agreement does not purport to be complete and is qualified in
its entirety by reference to the text of the Form of Severance Agreement filed
as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the
SEC on September 23, 2019 , and to the text of the Form of Change in Control
Agreement filed as Exhibit 10.15 to the 2021 Form 10-K , each of which is
incorporated herein by reference.
Mr. Arenivas also will enter into an indemnification agreement (the
"Indemnification Agreement") with the Company. Under the terms of the
Indemnification Agreement, the Company will agree to indemnify and hold Mr.
Arenivas (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 Agreement)
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 the
Company or the Manager, or is or was serving at the request of the Company 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. The Company will also agree to advance
the expenses of the 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 Agreement 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 Agreement does not purport to
be complete and is qualified in its entirety by reference to the complete text
of the Form of Indemnification Agreement, which was filed as Exhibit 10.1 to
the Company's Current Report on Form 8-K, filed with the SEC on July 23,
2018 , and which is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
A copy of the press release regarding the retirement of Mr. Davis and the
appointment of Mr. Arenivas is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and will be published on the Company's website at www.enlink.com. In
accordance with General Instruction B.2 of Form 8-K, the information set forth
in such exhibit is deemed to be furnished and shall not be deemed to be "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
99.1 - Press release dated June 14, 2022.
104 - Cover Page Interactive Data File, formatted in Inline XBRL (included
as Exhibit 101).
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