Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
|
|
|
|
| Pay vs Performance Disclosure, Table |
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the Company’s financial performance. For further information concerning Cheniere’s pay for performance philosophy and how Cheniere aligns executive compensation with performance, see “Compensation Discussion and Analysis” beginning on page 40. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs. TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE
The following table discloses information on “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”) and (on average) to our other NEOs (Non-PEO NEOs) during the specified years alongside our total shareholder return (“TSR”) and net income, as well as Consolidated Adjusted EBITDA, a Company-selected financial measure. The Company identified Consolidated Adjusted EBITDA as our Company-Selected Measure, given its prominence in our description of core operating performance through earnings releases and conference calls, as described in more detail beginning on page 42, as well as our belief that generation of Consolidated Adjusted EBITDA, along with efficient use of capital, will drive total shareholder return over time. Because the majority of our executives’ variable pay is delivered as equity-based awards that align the interests of our NEOs with the key drivers of long-term growth and creation of shareholder value, PEO and average other NEO CAP is correlated with changes in share price and/or ATSR over the applicable measurement periods, with Consolidated Adjusted EBITDA contributing to investor and other stakeholder assessment of sequential performance and operating trends of the Company. While the Company does not use Consolidated Adjusted EBITDA as an explicit performance measure in the overall executive compensation program, the measure of Consolidated Adjusted EBITDA is highly correlated and aligned with other performance measures used in the Company’s executive compensation program, including Scorecard EBITDA and Cumulative Distributable Cash Flow Per Share. As discussed in Compensation Discussion and Analysis—Components of our Executive Compensation Program, Scorecard EBITDA excludes from Consolidated Adjusted EBITDA incremental cash settlement expenses related to certain long term incentive awards granted to NEOs. We may determine a different financial performance measure to be the most important financial performance measure in future years. Consolidated Adjusted EBITDA is a non-GAAP financial measure. For a definition of Consolidated Adjusted EBITDA and a reconciliation of this non-GAAP measures to net income (loss), the most directly comparable GAAP financial measure, please see Appendix D.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
VALUE OF INITIAL FIXED $100
INVESTMENT BASED ON: |
|
|
|
|
|
|
|
|
|
|
|
|
|
YEAR
(a) |
|
SUMMARY
COMPENSATION
TABLE TOTAL
FOR PEO(1)
(b) |
|
CAP TO
PEO(2)
(c) |
|
AVERAGE
SUMMARY
COMPENSATION
TABLE TOTAL
FOR NON-PEO
NEOS(3)
(d) |
|
AVERAGE CAP
TO NON-PEO
NEOS(4)
(e) |
|
TOTAL
CUMULATIVE
SHAREHOLDER
RETURN(5)
(f) |
|
PEER GROUP
TOTAL
CUMULATIVE
SHAREHOLDER
RETURN(6)
(g) |
|
NET
INCOME
(LOSS)
(MILLIONS)(7)
(h) |
|
CONSOLIDATED
ADJUSTED EBITDA (NON-GAAP)
(MILLIONS) (8)
(i) |
|
|
|
|
|
|
|
|
|
2023 |
|
|
$ |
21,565,074 |
|
|
|
$ |
49,987,486 |
|
|
|
$ |
5,944,993 |
|
|
|
$ |
13,030,436 |
|
|
|
$ |
286 |
|
|
|
$ |
174 |
|
|
|
$ |
12,059 |
|
|
|
$ |
8,771 |
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
$ |
22,608,390 |
|
|
|
$ |
77,025,086 |
|
|
|
$ |
5,774,056 |
|
|
|
$ |
17,851,473 |
|
|
|
$ |
248 |
|
|
|
$ |
158 |
|
|
|
$ |
2,635 |
|
|
|
$ |
11,564 |
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
$ |
18,091,084 |
|
|
|
$ |
64,767,515 |
|
|
|
$ |
5,302,041 |
|
|
|
$ |
13,751,700 |
|
|
|
$ |
167 |
|
|
|
$ |
107 |
|
|
|
$ |
(1,565 |
) |
|
|
$ |
4,867 |
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
$ |
14,893,339 |
|
|
|
$ |
13,083,721 |
|
|
|
$ |
4,922,878 |
|
|
|
$ |
2,827,851 |
|
|
|
$ |
98 |
|
|
|
$ |
74 |
|
|
|
$ |
501 |
|
|
|
$ |
3,961 |
|
| (1) |
For 2023, 2022, 2021 and 2020, the PEO was Jack A. Fusco. |
| (2) |
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Fusco, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Fusco during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Fusco’s total compensation for each year to determine the CAP: |
PEO SUMMARY COMPENSATION TABLE (“SCT”) TOTAL TO CAP RECONCILIATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
REPORTED SCT
TOTAL FOR PEO |
|
REPORTED VALUE
OF EQUITY-BASED
AWARDS(a)
|
|
EQUITY-BASED
AWARD
ADJUSTMENTS(b)
|
|
CAP TO PEO |
|
|
|
|
|
2023 |
|
|
$ |
21,565,074 |
|
|
|
$ |
(15,955,533 |
) |
|
|
$ |
44,377,945 |
|
|
|
$ |
49,987,486 |
|
|
|
|
|
|
2022 |
|
|
$ |
22,608,390 |
|
|
|
$ |
(16,585,377 |
) |
|
|
$ |
71,002,073 |
|
|
|
$ |
77,025,086 |
|
|
|
|
|
|
2021 |
|
|
$ |
18,091,084 |
|
|
|
$ |
(12,608,398 |
) |
|
|
$ |
59,284,829 |
|
|
|
$ |
64,767,515 |
|
|
|
|
|
|
2020 |
|
|
$ |
14,893,339 |
|
|
|
$ |
(9,509,961 |
) |
|
|
$ |
7,700,343 |
|
|
|
$ |
13,083,721 |
|
| |
(a) |
The grant date fair value of equity-based awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
| |
(b) |
The equity-based award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity-based awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. |
| |
|
The valuation assumptions initially used to calculate the fair value of equity-based awards containing a market condition of ATSR are based on fair value assigned to the market metric using a Monte Carlo model as of the grant date. For each subsequent measurement date, adjustments have been made to equity-based award valuation using the stock price as of the measurement date and updated assumptions related to dividend yield, stock volatility and risk-free rates. The grant date fair value of equity-based awards containing performance and service-based conditions initially assumes target performance and the stock price at the date of grant, with subsequent measurements incorporating actual or forecast adjustments for performance and changes in stock price at each measurement date, as relevant. |
| |
|
The amounts deducted or added in calculating the equity-based award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
YEAR END VALUE
OF AWARDS
GRANTED IN THE
APPLICABLE
YEAR |
|
YEAR OVER YEAR
CHANGE IN
FAIR VALUE
OF OUTSTANDING
AND UNVESTED
AWARDS |
|
FAIR VALUE AS
OF VESTING
DATE OF
AWARDS
GRANTED AND
VESTED IN THE
YEAR |
|
YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED
IN THE YEAR |
|
FAIR VALUE AT
THE END OF THE
PRIOR YEAR OF
AWARDS THAT
FAILED TO MEET
VESTING
CONDITIONS IN
THE YEAR |
|
VALUE OF
DIVIDENDS OR
OTHER
EARNINGS PAID
ON UNVESTED
AWARDS NOT
OTHERWISE
REFLECTED IN
FAIR VALUE OR
TOTAL
COMPENSATION |
|
TOTAL AWARD
ADJUSTMENTS
|
|
|
|
|
|
|
|
|
2023 |
|
|
$ |
18,833,120 |
|
|
|
$ |
25,702,096 |
|
|
|
$ |
— |
|
|
|
$ |
(157,271 |
) |
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
44,377,945 |
|
|
|
|
|
|
|
|
|
2022 |
|
|
$ |
22,843,764 |
|
|
|
$ |
44,199,361 |
|
|
|
$ |
— |
|
|
|
$ |
3,958,948 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
71,002,073 |
|
|
|
|
|
|
|
|
|
2021 |
|
|
$ |
20,255,894 |
|
|
|
$ |
37,414,436 |
|
|
|
$ |
— |
|
|
|
$ |
1,614,499 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
59,284,829 |
|
|
|
|
|
|
|
|
|
2020 |
|
|
$ |
10,567,005 |
|
|
|
$ |
(630,778 |
) |
|
|
$ |
— |
|
|
|
$ |
(2,235,884 |
) |
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
7,700,343 |
|
| (3) |
Our Non-PEO NEOs in the table above were the following individuals: (i) for 2023, Zach Davis, Anatol Feygin, Corey Grindal and Sean N. Markowitz; (ii) for 2022 and 2021, Zach Davis, Anatol Feygin, Sean N. Markowitz and Aaron Stephenson; and (iii) for 2020, Zach Davis, Anatol Feygin, Sean N. Markowitz, Aaron Stephenson and Michael Wortley, our previous Chief Financial Officer. |
| (4) |
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year, and in 2020 reflects the impact of certain award forfeitures in connection with the resignation of Michael Wortley, our previous Chief Financial Officer. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the CAP, using the same methodology described above in Note 2: |
AVERAGE NON-PEO NEO SCT TOTAL TO CAP RECONCILIATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
AVERAGE
REPORTED SCT
TOTAL FOR NON-
PEO NEO |
|
AVERAGE
REPORTED VALUE
OF EQUITY-BASED
AWARDS |
|
AVERAGE EQUITY-
BASED AWARD
ADJUSTMENTS(a)
|
|
AVERAGE CAP TO
|
|
|
|
|
|
2023 |
|
|
$ |
5,944,993 |
|
|
|
$ |
(3,860,018 |
) |
|
|
$ |
10,945,461 |
|
|
|
$ |
13,030,436 |
|
|
|
|
|
|
2022 |
|
|
$ |
5,774,056 |
|
|
|
$ |
(3,620,785 |
) |
|
|
$ |
15,698,202 |
|
|
|
$ |
17,851,473 |
|
|
|
|
|
|
2021 |
|
|
$ |
5,302,041 |
|
|
|
$ |
(3,552,517 |
) |
|
|
$ |
12,002,176 |
|
|
|
$ |
13,751,700 |
|
|
|
|
|
|
2020 |
|
|
$ |
4,922,878 |
|
|
|
$ |
(2,563,263 |
) |
|
|
$ |
468,236 |
|
|
|
$ |
2,827,851 |
|
| |
(a) |
The amounts deducted or added in calculating the equity-based award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
YEAR END VALUE
OF AWARDS
GRANTED IN THE
APPLICABLE
YEAR |
|
YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF
OUTSTANDING
AND
UNVESTED
AWARDS
|
|
FAIR VALUE AS
OF VESTING
DATE OF
AWARDS
GRANTED AND
VESTED IN THE
YEAR |
|
YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED
IN THE YEAR |
|
FAIR VALUE AT
THE END OF THE
PRIOR YEAR OF
AWARDS THAT
FAILED TO MEET
VESTING
CONDITIONS IN
THE YEAR |
|
VALUE OF
DIVIDENDS OR
OTHER
EARNINGS PAID
ON UNVESTED
AWARDS NOT
OTHERWISE
REFLECTED IN
FAIR VALUE OR
TOTAL
COMPENSATION |
|
TOTAL AWARD
ADJUSTMENTS
|
|
|
|
|
|
|
|
|
2023 |
|
|
$ |
4,556,175 |
|
|
|
$ |
6,311,701 |
|
|
|
$ |
— |
|
|
|
$ |
77,585 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
10,945,461 |
|
|
|
|
|
|
|
|
|
2022 |
|
|
$ |
4,972,107 |
|
|
|
$ |
9,811,733 |
|
|
|
$ |
17,509 |
|
|
|
$ |
896,853 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
15,698,202 |
|
|
|
|
|
|
|
|
|
2021 |
|
|
$ |
5,372,557 |
|
|
|
$ |
6,147,462 |
|
|
|
$ |
14,605 |
|
|
|
$ |
467,552 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
12,002,176 |
|
|
|
|
|
|
|
|
|
2020 |
|
|
$ |
1,740,632 |
|
|
|
$ |
(82,266 |
) |
|
|
$ |
5,629 |
|
|
|
$ |
(707,199 |
) |
|
|
$ |
(488,560 |
) |
|
|
$ |
— |
|
|
|
$ |
468,236 |
|
| (5) |
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the period December 31, 2019 through the end of the applicable measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of the applicable measurement period and December 31, 2019, by the Company’s share price at December 31, 2019. |
| (6) |
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is as described on page 58. |
| (7) |
The dollar amounts reported represent the amount of net income (loss), as reported in the Company’s consolidated financial statements included in our 2023 and 2022 Annual Reports on Form 10-K. The Company does not use net income as a performance measure in its executive compensation program. |
| (8) |
Consolidated Adjusted EBITDA is calculated by taking net income attributable to common stockholders before net income attributable to non-controlling interest, interest expense, net of capitalized interest, taxes, depreciation and amortization, and adjusting for the effects of certain non-cash items, other non-operating income or expense items, and other items not otherwise predictive or indicative of ongoing operating performance, including the effects of modification or extinguishment of debt, impairment expense and loss on disposal of assets, changes in the fair value of our commodity and FX derivatives prior to contractual delivery or termination, and non-cash compensation expense. The change in fair value of commodity and FX derivatives is considered in determining Consolidated Adjusted EBITDA given that the timing of recognizing gains and losses on these derivative contracts differs from the recognition of the related item economically hedged. While the Company uses numerous financial and nonfinancial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Consolidated Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to company performance. |
|
|
|
|
| Company Selected Measure Name |
Consolidated Adjusted EBITDA
|
|
|
|
| Named Executive Officers, Footnote |
Our Non-PEO NEOs in the table above were the following individuals: (i) for 2023, Zach Davis, Anatol Feygin, Corey Grindal and Sean N. Markowitz; (ii) for 2022 and 2021, Zach Davis, Anatol Feygin, Sean N. Markowitz and Aaron Stephenson; and (iii) for 2020, Zach Davis, Anatol Feygin, Sean N. Markowitz, Aaron Stephenson and Michael Wortley, our previous Chief Financial Officer.
|
|
|
|
| Peer Group Issuers, Footnote |
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is as described on page 58.
|
|
|
|
| PEO Total Compensation Amount |
$ 21,565,074
|
$ 22,608,390
|
$ 18,091,084
|
$ 14,893,339
|
| PEO Actually Paid Compensation Amount |
$ 49,987,486
|
77,025,086
|
64,767,515
|
13,083,721
|
| Adjustment To PEO Compensation, Footnote |
PEO SUMMARY COMPENSATION TABLE (“SCT”) TOTAL TO CAP RECONCILIATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
REPORTED SCT
TOTAL FOR PEO |
|
REPORTED VALUE
OF EQUITY-BASED
AWARDS(a)
|
|
EQUITY-BASED
AWARD
ADJUSTMENTS(b)
|
|
CAP TO PEO |
|
|
|
|
|
2023 |
|
|
$ |
21,565,074 |
|
|
|
$ |
(15,955,533 |
) |
|
|
$ |
44,377,945 |
|
|
|
$ |
49,987,486 |
|
|
|
|
|
|
2022 |
|
|
$ |
22,608,390 |
|
|
|
$ |
(16,585,377 |
) |
|
|
$ |
71,002,073 |
|
|
|
$ |
77,025,086 |
|
|
|
|
|
|
2021 |
|
|
$ |
18,091,084 |
|
|
|
$ |
(12,608,398 |
) |
|
|
$ |
59,284,829 |
|
|
|
$ |
64,767,515 |
|
|
|
|
|
|
2020 |
|
|
$ |
14,893,339 |
|
|
|
$ |
(9,509,961 |
) |
|
|
$ |
7,700,343 |
|
|
|
$ |
13,083,721 |
|
| |
(a) |
The grant date fair value of equity-based awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
| |
(b) |
The equity-based award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity-based awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. |
| |
|
The valuation assumptions initially used to calculate the fair value of equity-based awards containing a market condition of ATSR are based on fair value assigned to the market metric using a Monte Carlo model as of the grant date. For each subsequent measurement date, adjustments have been made to equity-based award valuation using the stock price as of the measurement date and updated assumptions related to dividend yield, stock volatility and risk-free rates. The grant date fair value of equity-based awards containing performance and service-based conditions initially assumes target performance and the stock price at the date of grant, with subsequent measurements incorporating actual or forecast adjustments for performance and changes in stock price at each measurement date, as relevant. |
| |
|
The amounts deducted or added in calculating the equity-based award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
YEAR END VALUE
OF AWARDS
GRANTED IN THE
APPLICABLE
YEAR |
|
YEAR OVER YEAR
CHANGE IN
FAIR VALUE
OF OUTSTANDING
AND UNVESTED
AWARDS |
|
FAIR VALUE AS
OF VESTING
DATE OF
AWARDS
GRANTED AND
VESTED IN THE
YEAR |
|
YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED
IN THE YEAR |
|
FAIR VALUE AT
THE END OF THE
PRIOR YEAR OF
AWARDS THAT
FAILED TO MEET
VESTING
CONDITIONS IN
THE YEAR |
|
VALUE OF
DIVIDENDS OR
OTHER
EARNINGS PAID
ON UNVESTED
AWARDS NOT
OTHERWISE
REFLECTED IN
FAIR VALUE OR
TOTAL
COMPENSATION |
|
TOTAL AWARD
ADJUSTMENTS
|
|
|
|
|
|
|
|
|
2023 |
|
|
$ |
18,833,120 |
|
|
|
$ |
25,702,096 |
|
|
|
$ |
— |
|
|
|
$ |
(157,271 |
) |
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
44,377,945 |
|
|
|
|
|
|
|
|
|
2022 |
|
|
$ |
22,843,764 |
|
|
|
$ |
44,199,361 |
|
|
|
$ |
— |
|
|
|
$ |
3,958,948 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
71,002,073 |
|
|
|
|
|
|
|
|
|
2021 |
|
|
$ |
20,255,894 |
|
|
|
$ |
37,414,436 |
|
|
|
$ |
— |
|
|
|
$ |
1,614,499 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
59,284,829 |
|
|
|
|
|
|
|
|
|
2020 |
|
|
$ |
10,567,005 |
|
|
|
$ |
(630,778 |
) |
|
|
$ |
— |
|
|
|
$ |
(2,235,884 |
) |
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
7,700,343 |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 5,944,993
|
5,774,056
|
5,302,041
|
4,922,878
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 13,030,436
|
17,851,473
|
13,751,700
|
2,827,851
|
| Adjustment to Non-PEO NEO Compensation Footnote |
AVERAGE NON-PEO NEO SCT TOTAL TO CAP RECONCILIATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
AVERAGE
REPORTED SCT
TOTAL FOR NON-
PEO NEO |
|
AVERAGE
REPORTED VALUE
OF EQUITY-BASED
AWARDS |
|
AVERAGE EQUITY-
BASED AWARD
ADJUSTMENTS(a)
|
|
AVERAGE CAP TO
|
|
|
|
|
|
2023 |
|
|
$ |
5,944,993 |
|
|
|
$ |
(3,860,018 |
) |
|
|
$ |
10,945,461 |
|
|
|
$ |
13,030,436 |
|
|
|
|
|
|
2022 |
|
|
$ |
5,774,056 |
|
|
|
$ |
(3,620,785 |
) |
|
|
$ |
15,698,202 |
|
|
|
$ |
17,851,473 |
|
|
|
|
|
|
2021 |
|
|
$ |
5,302,041 |
|
|
|
$ |
(3,552,517 |
) |
|
|
$ |
12,002,176 |
|
|
|
$ |
13,751,700 |
|
|
|
|
|
|
2020 |
|
|
$ |
4,922,878 |
|
|
|
$ |
(2,563,263 |
) |
|
|
$ |
468,236 |
|
|
|
$ |
2,827,851 |
|
| |
(a) |
The amounts deducted or added in calculating the equity-based award adjustments are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| YEAR |
|
YEAR END VALUE
OF AWARDS
GRANTED IN THE
APPLICABLE
YEAR |
|
YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF
OUTSTANDING
AND
UNVESTED
AWARDS
|
|
FAIR VALUE AS
OF VESTING
DATE OF
AWARDS
GRANTED AND
VESTED IN THE
YEAR |
|
YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED
IN THE YEAR |
|
FAIR VALUE AT
THE END OF THE
PRIOR YEAR OF
AWARDS THAT
FAILED TO MEET
VESTING
CONDITIONS IN
THE YEAR |
|
VALUE OF
DIVIDENDS OR
OTHER
EARNINGS PAID
ON UNVESTED
AWARDS NOT
OTHERWISE
REFLECTED IN
FAIR VALUE OR
TOTAL
COMPENSATION |
|
TOTAL AWARD
ADJUSTMENTS
|
|
|
|
|
|
|
|
|
2023 |
|
|
$ |
4,556,175 |
|
|
|
$ |
6,311,701 |
|
|
|
$ |
— |
|
|
|
$ |
77,585 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
10,945,461 |
|
|
|
|
|
|
|
|
|
2022 |
|
|
$ |
4,972,107 |
|
|
|
$ |
9,811,733 |
|
|
|
$ |
17,509 |
|
|
|
$ |
896,853 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
15,698,202 |
|
|
|
|
|
|
|
|
|
2021 |
|
|
$ |
5,372,557 |
|
|
|
$ |
6,147,462 |
|
|
|
$ |
14,605 |
|
|
|
$ |
467,552 |
|
|
|
$ |
— |
|
|
|
$ |
— |
|
|
|
$ |
12,002,176 |
|
|
|
|
|
|
|
|
|
2020 |
|
|
$ |
1,740,632 |
|
|
|
$ |
(82,266 |
) |
|
|
$ |
5,629 |
|
|
|
$ |
(707,199 |
) |
|
|
$ |
(488,560 |
) |
|
|
$ |
— |
|
|
|
$ |
468,236 |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
| Total Shareholder Return Vs Peer Group |
|
|
|
|
| Tabular List, Table |
|
| |
Financial Performance Measures |
Consolidated Adjusted EBITDA |
Absolute TSR |
Cumulative Distributable Cash Flow per Share |
|
|
|
|
| Total Shareholder Return Amount |
$ 286
|
248
|
167
|
98
|
| Peer Group Total Shareholder Return Amount |
174
|
158
|
107
|
74
|
| Net Income (Loss) |
$ 12,059,000,000
|
$ 2,635,000,000
|
$ (1,565,000,000)
|
$ 501,000,000
|
| Company Selected Measure Amount |
8,771,000,000
|
11,564,000,000
|
4,867,000,000
|
3,961,000,000
|
| PEO Name |
Jack A. Fusco.
|
|
|
|
| Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Consolidated Adjusted EBITDA
|
|
|
|
| Non-GAAP Measure Description |
For a definition of non-GAAP measures Consolidated Adjusted EBITDA and Cumulative Distributable Cash Flow per Share, please see Appendix D and Appendix B, respectively.
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Absolute TSR
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Cumulative Distributable Cash Flow per Share
|
|
|
|
| PEO | REPORTED VALUE OF EQUITYBASED AWARDS [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (15,955,533)
|
$ (16,585,377)
|
$ (12,608,398)
|
$ (9,509,961)
|
| PEO | EQUITYBASED AWARD ADJUSTMENTS [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
44,377,945
|
71,002,073
|
59,284,829
|
7,700,343
|
| PEO | YEAR END VALUE OF AWARDS GRANTED IN THE APPLICABLE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
18,833,120
|
22,843,764
|
20,255,894
|
10,567,005
|
| PEO | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED AWARDS [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
25,702,096
|
44,199,361
|
37,414,436
|
(630,778)
|
| PEO | FAIR VALUE AS OF VESTING DATE OF AWARDS GRANTED AND VESTED IN THE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | YEAR OVER YEAR CHANGE IN FAIR VALUE OF AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(157,271)
|
3,958,948
|
1,614,499
|
(2,235,884)
|
| PEO | FAIR VALUE AT THE END OF THE PRIOR YEAR OF AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON UNVESTED AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | REPORTED VALUE OF EQUITYBASED AWARDS [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(3,860,018)
|
(3,620,785)
|
(3,552,517)
|
(2,563,263)
|
| Non-PEO NEO | EQUITYBASED AWARD ADJUSTMENTS [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
10,945,461
|
15,698,202
|
12,002,176
|
468,236
|
| Non-PEO NEO | YEAR END VALUE OF AWARDS GRANTED IN THE APPLICABLE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
4,556,175
|
4,972,107
|
5,372,557
|
1,740,632
|
| Non-PEO NEO | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED AWARDS [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
6,311,701
|
9,811,733
|
6,147,462
|
(82,266)
|
| Non-PEO NEO | FAIR VALUE AS OF VESTING DATE OF AWARDS GRANTED AND VESTED IN THE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
17,509
|
14,605
|
5,629
|
| Non-PEO NEO | YEAR OVER YEAR CHANGE IN FAIR VALUE OF AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
77,585
|
896,853
|
467,552
|
(707,199)
|
| Non-PEO NEO | FAIR VALUE AT THE END OF THE PRIOR YEAR OF AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE YEAR [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
(488,560)
|
| Non-PEO NEO | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON UNVESTED AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
$ 0
|
$ 0
|
$ 0
|
