Definitive proxy statements

Pay vs Performance Disclosure

v3.23.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

Pay Versus Performance Disclosure

 

As required by Section 953(a) of the Dodd–Frank Wall Street Reform and Consumer Protection Act and the implementing rules under Item 402(v) of Regulation S-K, we are providing the following pay versus performance disclosure. For additional information concerning our executive compensation programs, please refer to our Compensation Discussion and Analysis above.

 

Pay Versus Performance Table

 

    Summary                       Average
Summary
    Average    

Value of Initial Fixed
$100 Investment Based
On:

           Upstream  

Year 

 

Compensation
Table
Total for
PEO
(Simões)

   

Compensation
Actually
Paid
to PEO
(Simões) (1)

   

Summary
Compensation
Table
for PEO
(Gentle)

   

Compensation
Actually
Paid
to PEO
(Gentle) (2)

   

Compensation
Table
Total for
Non-PEO
NEOs

   

Compensation
Actually Paid
to
Non-PEO
NEOs (3)

   

Total
Share-
holder
Return

   

Peer Group
Total
Share-
holder
Return (4)

   

Net Income (5)

   

Production
(Million
Cubic Feet
per Day)
(6)

 
                                                             
(a)     (b)       (c) (3)       (d)       (e) (4)       (f)       (g)     (h)     (i)       (j)     (k)  
2022   $ 4,304,568     $ 1,504,568       N/A       N/A     $ 3,363,296     $ 1,373,563     23     125     ($ 49,810,000 )   129.7  
2021   $ 8,411,925     $ 12,054,325       N/A       N/A     $ 7,307,942     $ 11,629,863     42     104     ($ 114,738,000 )   39.2  
2020   $ 2,900,746     $ 2,744,502     $ 2,232,757     ($17,453,467 )   $ 2,194,126     ($ 4,371,049 )   18     81     ($ 210,696,000 )   46.2  

 

(1) Octávio Simões was the Company’s principal executive officer, or PEO, for a portion of 2020 and all of 2021 and 2022. The following table contains a reconciliation of the amounts reflected in the Summary Compensation Table for Mr. Simões for each year covered in the Pay Versus Performance Table above (as reported in column (b) above) as compared to the amount reported as compensation actually paid, or CAP, to Mr. Simões for each such covered year (as reported in column (c) above). Amounts reported as compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect amounts actually realized or received by Mr. Simões.

 

    2020     2021     2022  
                   
Summary Compensation Table total for Mr. Simões for the covered year   $ 2,900,746     $ 8,411,925     $ 4,304,568  
Less: Stock and option awards as reported in the Summary Compensation Table for the covered fiscal year   ($ 2,221,200 )   ($ 0 )   ($ 0 )
Plus: Fair value of stock and option awards granted during the covered fiscal year that are outstanding and unvested as of the end of that covered fiscal year   $ 2,560,000     $ 0     $ 0  
Plus: Change in fair value as of the end of the covered fiscal year of stock and option awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year   $ (240,000 )   $ 3,600,000     ($ 2,800,000 )
Plus: Fair value of stock and option awards that are granted and vest in the covered fiscal year   $ 0     $ 0     $ 0  
Plus: Change in fair value as of the vesting date of any stock and option awards granted in a prior fiscal year that vest during the covered fiscal year   $ (255,044 )   $ 42,400     $ 0  

 

    2020     2021     2022  
                   
Less: Fair value as of the end of the prior fiscal year of all stock and option awards forfeited during the covered fiscal year   ($ 0 )   ($ 0 )   ($ 0 )
Plus: The dollar value of all dividends or dividend equivalent amounts paid on awards in the covered fiscal year   $ 0     $ 0     $ 0  
Compensation Actually Paid to Mr. Simões for the covered year   $ 2,744,502     $ 12,054,325     $ 1,504,568  

 

(2) Meg Gentle was the Company’s PEO for a portion of 2020. The following table contains a reconciliation of the amounts reflected in the Summary Compensation Table for Ms. Gentle for 2020 (as reported in column (e) above) as compared to the amount reported as compensation actually paid to Ms. Gentle for 2020 (as reported in column (d) above). Amounts reported as compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect amounts actually realized or received by Ms. Gentle.

 

   

2020

 
       
Summary Compensation Table total for Ms. Gentle for the covered year   $ 2,232,757  
Less: Stock and option awards as reported in the Summary Compensation Table for the covered fiscal year   ($ 0 )
Plus: Fair value of stock and option awards granted during the covered fiscal year that are outstanding and unvested as of the end of that covered fiscal year   $ 0  
Plus: Change in fair value as of the end of the covered fiscal year of stock and option awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year   ($ 19,500,000 )
Plus: Fair value of stock and option awards that are granted and vest in the covered fiscal year   $ 0  
Plus: Change in fair value as of the vesting date of any stock and option awards granted in a prior fiscal year that vest during the covered fiscal year   ($ 186,224 )
Less: Fair value as of the end of the prior fiscal year of all stock and option awards forfeited during the covered fiscal year   ($ 0 )
Plus: The dollar value of all dividends or dividend equivalent amounts paid on awards in the covered fiscal year   $ 0  
Compensation Actually Paid to Ms. Gentle for the covered year   ($ 17,453,467 )

 

(3) The following table contains a reconciliation of the average of the amounts reflected in the Summary Compensation Table for the NEOs (other than the PEOs) for each year covered in the Pay Versus Performance Table above (as reported in column (f) above) as compared to the amount reported as average compensation actually paid to the non-PEO NEOs for each such covered year (as reported in column (g) above). Amounts reported as compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect amounts actually realized or received by our non-PEO NEOs. The NEOs (other than the PEOs) whose compensation is used to calculate the average amounts in the Pay Versus Performance Table above are Charif Souki (2020–2022), Daniel Belhumeur (2020–2022), Khaled Sharafeldin (2020–2022), Keith Teague (2020 and 2021 only), and Kian Granmayeh (2020–2022).

 

   

2020

   

2021 

   

2022

 
                   
Average of Summary Compensation Table Total for non-PEO named executive officers   $ 2,194,126     $ 7,307,942     $ 3,363,296  
Less: Average of stock and option awards as reported in the Summary Compensation Table for the covered fiscal year   ($ 1,664,319 )   ($ 0 )   ($ 137,329 )
Plus: Average of fair value of stock and option awards granted during the covered fiscal year that are outstanding and unvested as of the end of that covered fiscal year   $ 1,644,971     $ 0     $ 73,476  

 

   

2020

   

2021 

   

2022

 
                   
Plus: Average of the change in fair value as of the end of the covered fiscal year of stock and option awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year   ($ 6,565,870 )   $ 3,373,761     ($ 1,517,545 )
Plus: Average of fair value of stock and option awards that are granted and vest in the covered fiscal year   $ 69,465     $ 0     $ 0  
Plus: Average of change in fair value as of the vesting date of any stock and option awards granted in a prior fiscal year that vest during the covered fiscal year   ($ 49,422 )   $ 948,160     ($ 408,333 )
Less: Average of the fair value as of the end of the prior fiscal year of all stock and option awards forfeited during the covered fiscal year   ($ 0 )   ($ 0 )   ($ 0 )
Plus: The dollar value of all dividends or dividend equivalent amounts paid on awards in the covered fiscal year   $ 0     $ 0     $ 0  
Average Compensation Actually Paid to the non-PEO named executive officers for the covered year   ($ 4,371,049 )   $ 11,629,863     ($ 1,373,563 )

 

(4) The peer group total shareholder return for each year in the table is calculated using the peer group we used to help determine executive pay for such year as disclosed in our relevant CD&A, adjusted to account for peers that were acquired during the relevant year. The peer group consisted of Cheniere Energy, Inc., Enterprise Products Partners L.P., Gibson Energy Inc. (2020 and 2021 only), Kinder Morgan, Inc., NextDecade Corporation, NuStar Energy L.P., ONEOK, Inc., Targa Resources Corp, The Williams Companies, Inc., APA Corporation, Continental Resources, Inc. (2020 and 2021 only), EQT Corporation, Range Resources Corporation, Southwestern Energy Company, WPX Energy, Inc. (2020 only), The AES Corporation, Dominion Energy, Inc., PPL Corporation, Sempra, Enlink Midstream (2022 only), Comstock Resources, Inc. (2022 only), and Devon Energy Corporation (2022 only).

 

(5) “Net Income” is the Company’s net income as reflected in our audited financial statements for the applicable fiscal year.

 

(6) “Upstream Production” is the Company’s annual natural gas production (reported in million cubic feet per day) as reported in the Company’s Form 10-K for fiscal years 2020, 2021, and 2022, as applicable.
   
Company Selected Measure Name UpstreamProduction    
Peer Group Issuers, Footnote [Text Block]
(4) The peer group total shareholder return for each year in the table is calculated using the peer group we used to help determine executive pay for such year as disclosed in our relevant CD&A, adjusted to account for peers that were acquired during the relevant year. The peer group consisted of Cheniere Energy, Inc., Enterprise Products Partners L.P., Gibson Energy Inc. (2020 and 2021 only), Kinder Morgan, Inc., NextDecade Corporation, NuStar Energy L.P., ONEOK, Inc., Targa Resources Corp, The Williams Companies, Inc., APA Corporation, Continental Resources, Inc. (2020 and 2021 only), EQT Corporation, Range Resources Corporation, Southwestern Energy Company, WPX Energy, Inc. (2020 only), The AES Corporation, Dominion Energy, Inc., PPL Corporation, Sempra, Enlink Midstream (2022 only), Comstock Resources, Inc. (2022 only), and Devon Energy Corporation (2022 only).

 

   
Adjustment To PEO Compensation, Footnote [Text Block]
(1) Octávio Simões was the Company’s principal executive officer, or PEO, for a portion of 2020 and all of 2021 and 2022. The following table contains a reconciliation of the amounts reflected in the Summary Compensation Table for Mr. Simões for each year covered in the Pay Versus Performance Table above (as reported in column (b) above) as compared to the amount reported as compensation actually paid, or CAP, to Mr. Simões for each such covered year (as reported in column (c) above). Amounts reported as compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect amounts actually realized or received by Mr. Simões.

 

    2020     2021     2022  
                   
Summary Compensation Table total for Mr. Simões for the covered year   $ 2,900,746     $ 8,411,925     $ 4,304,568  
Less: Stock and option awards as reported in the Summary Compensation Table for the covered fiscal year   ($ 2,221,200 )   ($ 0 )   ($ 0 )
Plus: Fair value of stock and option awards granted during the covered fiscal year that are outstanding and unvested as of the end of that covered fiscal year   $ 2,560,000     $ 0     $ 0  
Plus: Change in fair value as of the end of the covered fiscal year of stock and option awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year   $ (240,000 )   $ 3,600,000     ($ 2,800,000 )
Plus: Fair value of stock and option awards that are granted and vest in the covered fiscal year   $ 0     $ 0     $ 0  
Plus: Change in fair value as of the vesting date of any stock and option awards granted in a prior fiscal year that vest during the covered fiscal year   $ (255,044 )   $ 42,400     $ 0  

 

    2020     2021     2022  
                   
Less: Fair value as of the end of the prior fiscal year of all stock and option awards forfeited during the covered fiscal year   ($ 0 )   ($ 0 )   ($ 0 )
Plus: The dollar value of all dividends or dividend equivalent amounts paid on awards in the covered fiscal year   $ 0     $ 0     $ 0  
Compensation Actually Paid to Mr. Simões for the covered year   $ 2,744,502     $ 12,054,325     $ 1,504,568  

 

(2) Meg Gentle was the Company’s PEO for a portion of 2020. The following table contains a reconciliation of the amounts reflected in the Summary Compensation Table for Ms. Gentle for 2020 (as reported in column (e) above) as compared to the amount reported as compensation actually paid to Ms. Gentle for 2020 (as reported in column (d) above). Amounts reported as compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect amounts actually realized or received by Ms. Gentle.

 

   

2020

 
       
Summary Compensation Table total for Ms. Gentle for the covered year   $ 2,232,757  
Less: Stock and option awards as reported in the Summary Compensation Table for the covered fiscal year   ($ 0 )
Plus: Fair value of stock and option awards granted during the covered fiscal year that are outstanding and unvested as of the end of that covered fiscal year   $ 0  
Plus: Change in fair value as of the end of the covered fiscal year of stock and option awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year   ($ 19,500,000 )
Plus: Fair value of stock and option awards that are granted and vest in the covered fiscal year   $ 0  
Plus: Change in fair value as of the vesting date of any stock and option awards granted in a prior fiscal year that vest during the covered fiscal year   ($ 186,224 )
Less: Fair value as of the end of the prior fiscal year of all stock and option awards forfeited during the covered fiscal year   ($ 0 )
Plus: The dollar value of all dividends or dividend equivalent amounts paid on awards in the covered fiscal year   $ 0  
Compensation Actually Paid to Ms. Gentle for the covered year   ($ 17,453,467 )

 

   
Non-PEO NEO Average Total Compensation Amount $ 3,363,296 $ 7,307,942 $ 2,194,126
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,373,563 11,629,863 (4,371,049)
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(3) The following table contains a reconciliation of the average of the amounts reflected in the Summary Compensation Table for the NEOs (other than the PEOs) for each year covered in the Pay Versus Performance Table above (as reported in column (f) above) as compared to the amount reported as average compensation actually paid to the non-PEO NEOs for each such covered year (as reported in column (g) above). Amounts reported as compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect amounts actually realized or received by our non-PEO NEOs. The NEOs (other than the PEOs) whose compensation is used to calculate the average amounts in the Pay Versus Performance Table above are Charif Souki (2020–2022), Daniel Belhumeur (2020–2022), Khaled Sharafeldin (2020–2022), Keith Teague (2020 and 2021 only), and Kian Granmayeh (2020–2022).

 

   

2020

   

2021 

   

2022

 
                   
Average of Summary Compensation Table Total for non-PEO named executive officers   $ 2,194,126     $ 7,307,942     $ 3,363,296  
Less: Average of stock and option awards as reported in the Summary Compensation Table for the covered fiscal year   ($ 1,664,319 )   ($ 0 )   ($ 137,329 )
Plus: Average of fair value of stock and option awards granted during the covered fiscal year that are outstanding and unvested as of the end of that covered fiscal year   $ 1,644,971     $ 0     $ 73,476  

 

   

2020

   

2021 

   

2022

 
                   
Plus: Average of the change in fair value as of the end of the covered fiscal year of stock and option awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year   ($ 6,565,870 )   $ 3,373,761     ($ 1,517,545 )
Plus: Average of fair value of stock and option awards that are granted and vest in the covered fiscal year   $ 69,465     $ 0     $ 0  
Plus: Average of change in fair value as of the vesting date of any stock and option awards granted in a prior fiscal year that vest during the covered fiscal year   ($ 49,422 )   $ 948,160     ($ 408,333 )
Less: Average of the fair value as of the end of the prior fiscal year of all stock and option awards forfeited during the covered fiscal year   ($ 0 )   ($ 0 )   ($ 0 )
Plus: The dollar value of all dividends or dividend equivalent amounts paid on awards in the covered fiscal year   $ 0     $ 0     $ 0  
Average Compensation Actually Paid to the non-PEO named executive officers for the covered year   ($ 4,371,049 )   $ 11,629,863     ($ 1,373,563 )

 

   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

 

   
Compensation Actually Paid vs. Net Income [Text Block]

 

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

   
Tabular List [Table Text Block]

2022 Tabular List

 

In our assessment, the most important performance measures used to link compensation actually paid (as calculated in accordance with SEC rules) to Company performance are listed in the table below, in no particular order:

 

Most Important Financial Measures Used to Link
Compensation Actually Paid to Company Performance

 
Upstream Production
Stock Price Appreciation (TSR)
Cash Generated
Notice to Proceed
Achievement of FID
Net Income
Gross Revenue
   
Total Shareholder Return Amount $ 23 42 18
Peer Group Total Shareholder Return Amount 125 104 81
Net Income (Loss) $ (49,810,000) $ (114,738,000) $ (210,696,000)
Company Selected Measure Amount 129.7 39.2 46.2
PEO Name Mr. Simões Mr. Simões Mr. Simões
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Upstream Production    
Non-GAAP Measure Description [Text Block]
(6) “Upstream Production” is the Company’s annual natural gas production (reported in million cubic feet per day) as reported in the Company’s Form 10-K for fiscal years 2020, 2021, and 2022, as applicable.
   
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Stock Price Appreciation (TSR)    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Cash Generated    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Notice to Proceed    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Achievement of FID    
Measure [Axis]: 6      
Pay vs Performance Disclosure [Table]      
Measure Name Net Income    
Measure [Axis]: 7      
Pay vs Performance Disclosure [Table]      
Measure Name Gross Revenue    
Simoes [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount $ 4,304,568 $ 8,411,925 $ 2,900,746
PEO Actually Paid Compensation Amount 1,504,568 12,054,325 2,744,502
Simoes [Member] | Stock and option awards as reported in the Summary Compensation Table for the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 (2,221,200)
Simoes [Member] | Fair value of stock and option awards granted during the covered fiscal year that are outstanding and unvested as of the end of that covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 2,560,000
Simoes [Member] | Change in fair value as of the end of the covered fiscal year of stock and option awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,800,000) 3,600,000 (240,000)
Simoes [Member] | Fair value of stock and option awards that are granted and vest in the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Simoes [Member] | Change in fair value as of the vesting date of any stock and option awards granted in a prior fiscal year that vest during the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 42,400 (255,044)
Simoes [Member] | Fair value as of the end of the prior fiscal year of all stock and option awards forfeited during the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Simoes [Member] | The dollar value of all dividends or dividend equivalent amounts paid on awards in the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Gentle [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount 2,232,757   2,232,757
PEO Actually Paid Compensation Amount (17,453,467)   (17,453,467)
Gentle [Member] | Stock and option awards as reported in the Summary Compensation Table for the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0    
Gentle [Member] | Fair value of stock and option awards granted during the covered fiscal year that are outstanding and unvested as of the end of that covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0    
Gentle [Member] | Change in fair value as of the end of the covered fiscal year of stock and option awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (19,500,000)    
Gentle [Member] | Fair value of stock and option awards that are granted and vest in the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0    
Gentle [Member] | Change in fair value as of the vesting date of any stock and option awards granted in a prior fiscal year that vest during the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (186,224)    
Gentle [Member] | Fair value as of the end of the prior fiscal year of all stock and option awards forfeited during the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0    
Gentle [Member] | The dollar value of all dividends or dividend equivalent amounts paid on awards in the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0    
Non-PEO NEO [Member] | The dollar value of all dividends or dividend equivalent amounts paid on awards in the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Average of stock and option awards as reported in the Summary Compensation Table for the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (137,329) 0 (1,664,319)
Non-PEO NEO [Member] | Average of fair value of stock and option awards granted during the covered fiscal year that are outstanding and unvested as of the end of that covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 73,476 0 1,644,971
Non-PEO NEO [Member] | Average of the change in fair value as of the end of the covered fiscal year of stock and option awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,517,545) 3,373,761 (6,565,870)
Non-PEO NEO [Member] | Average of fair value of stock and option awards that are granted and vest in the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 69,465
Non-PEO NEO [Member] | Average of change in fair value as of the vesting date of any stock and option awards granted in a prior fiscal year that vest during the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (408,333) 948,160 (49,422)
Non-PEO NEO [Member] | Average of the fair value as of the end of the prior fiscal year of all stock and option awards forfeited during the covered fiscal year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ 0 $ 0