Definitive proxy statements

Pay vs Performance Disclosure

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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2023
USD ($)
MMcf / Day
Dec. 31, 2022
USD ($)
MMcf / Day
Dec. 31, 2021
USD ($)
MMcf / Day
Dec. 31, 2020
USD ($)
MMcf / Day
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

Pay Versus Performance Disclosure

 

As required by Section 953(a) of the Dodd–Frank 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

 

Year

Summary
Compen-
sation Table
Total for
PEO
(Simões)

Compen-sation
Actually Paid
to PEO
(Simões) (1)

Summary
Compen-
sation Table
for PEO
(Gentle)

Compensation
Actually Paid
to PEO
(Gentle) (2)

Average
Summary
Compen-sation
Table Total for
Non-PEO
NEOs

Average
Compensation
Actually Paid to
Non-PEO
NEOs (3)

Value of Initial Fixed
$100 Investment Based
On:

Net Income (5)

Upstream
Production

(Million
Cubic Feet
per Day)
(6)

Total
Share-
holder
Return

Peer Group
Total
Share-
holder
Return (4)

                     
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k)
2023 $ 1,176,362 ($      672,438) N/A N/A $1,248,568  $     302,605 10 126 ($ 166,177,000) 198.6
2022 $ 4,393,840 $   1,593,840 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 2021–2023. 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

2023

         
Summary Compensation Table total for Mr. Simões for the covered year  $ 2,900,746 $ 8,411,925 $ 4,393,840 $ 1,176,362
Less: Stock and option awards as reported in the Summary Compensation Table for the covered fiscal year ($ 2,221,200) ($            0) ($             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 $              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) ($1,848,800)
Plus: Fair value of stock and option awards that are granted and vest in the covered fiscal year $               0 $             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 $              0 
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)   ($              0)
Plus: The dollar value of all dividends or dividend equivalent amounts paid on awards in the covered fiscal year $               0 $             0 $              0 $              0 

 

 

2020

2021

2022

2023

         
Compensation Actually Paid to Mr. Simões for the covered year $ 2,744,502 $ 12,054,325 $ 1,593,840 ($          672,438)

 

(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 (d) above) as compared to the amount reported as compensation actually paid to Ms. Gentle for 2020 (as reported in column (e) 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 Daniel Belhumeur (2020–2023), Simon Oxley (2023 only), Khaled Sharafeldin (2020–2023), Charif Souki (2020–2023), Kian Granmayeh (2020–2023), and Keith Teague (2020 and 2021 only).

 

 

2020

2021

2022

2023

         
Average of Summary Compensation Table Total for non-PEO named executive officers $ 2,194,126 $ 7,307,942 $   3,363,296 $ 1,248,568
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) ($ 146,400)
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 $    60,448
Plus: Average of the change in fair value as of the end of the covered fiscal year of stock and option awards granted in ($ 6,565,870) $ 3,373,761 ($ 1,517,545) ($ 345,992)

 

 

2020

2021

2022

2023

         
any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year        
Plus: Average of fair value of stock and option awards that are granted and vest in the covered fiscal year $         69,465 $                  0 $               0 $     48,800
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) ($ 420,000)
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) ($ 142,819)
Plus: The dollar value of all dividends or dividend equivalent amounts paid on awards in the covered fiscal year $                  0 $                  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 $   302,605

 

(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. (2021–2023 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 and 2023 only), Comstock Resources, Inc. (2022 and 2023 only), and Devon Energy Corporation (2022 and 2023 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, 2022, and 2023, as applicable.
     
Company Selected Measure Name Upstream Production      
Peer Group Issuers, Footnote
(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. (2021–2023 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 and 2023 only), Comstock Resources, Inc. (2022 and 2023 only), and Devon Energy Corporation (2022 and 2023 only).
     
Adjustment To PEO Compensation, Footnote
(1) Octávio Simões was the Company’s principal executive officer, or PEO, for a portion of 2020 and all of 2021–2023. 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

2023

         
Summary Compensation Table total for Mr. Simões for the covered year  $ 2,900,746 $ 8,411,925 $ 4,393,840 $ 1,176,362
Less: Stock and option awards as reported in the Summary Compensation Table for the covered fiscal year ($ 2,221,200) ($            0) ($             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 $              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) ($1,848,800)
Plus: Fair value of stock and option awards that are granted and vest in the covered fiscal year $               0 $             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 $              0 
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)   ($              0)
Plus: The dollar value of all dividends or dividend equivalent amounts paid on awards in the covered fiscal year $               0 $             0 $              0 $              0 

 

 

2020

2021

2022

2023

         
Compensation Actually Paid to Mr. Simões for the covered year $ 2,744,502 $ 12,054,325 $ 1,593,840 ($          672,438)
(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 (d) above) as compared to the amount reported as compensation actually paid to Ms. Gentle for 2020 (as reported in column (e) 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 $ 1,248,568 $ 3,363,296 $ 7,307,942 $ 2,194,126
Non-PEO NEO Average Compensation Actually Paid Amount $ 302,605 1,373,563 11,629,863 (4,371,049)
Adjustment to Non-PEO NEO Compensation Footnote
(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 Daniel Belhumeur (2020–2023), Simon Oxley (2023 only), Khaled Sharafeldin (2020–2023), Charif Souki (2020–2023), Kian Granmayeh (2020–2023), and Keith Teague (2020 and 2021 only).
 

2020

2021

2022

2023

         
Average of Summary Compensation Table Total for non-PEO named executive officers $ 2,194,126 $ 7,307,942 $   3,363,296 $ 1,248,568
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) ($ 146,400)
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 $    60,448
Plus: Average of the change in fair value as of the end of the covered fiscal year of stock and option awards granted in ($ 6,565,870) $ 3,373,761 ($ 1,517,545) ($ 345,992)

 

 

2020

2021

2022

2023

         
any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year        
Plus: Average of fair value of stock and option awards that are granted and vest in the covered fiscal year $         69,465 $                  0 $               0 $     48,800
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) ($ 420,000)
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) ($ 142,819)
Plus: The dollar value of all dividends or dividend equivalent amounts paid on awards in the covered fiscal year $                  0 $                  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 $   302,605
     
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

2023 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 Balance
Achievement of FID
Net Income
Gross Revenue
     
Total Shareholder Return Amount $ 10 23 42 18
Peer Group Total Shareholder Return Amount 126 125 104 81
Net Income (Loss) $ (166,177,000) $ (49,810,000) $ (114,738,000) $ (210,696,000)
Company Selected Measure Amount | MMcf / Day 198.6 129.7 39.2 46.2
PEO Name Mr. Simões      
Measure:: 1        
Pay vs Performance Disclosure        
Name Upstream Production      
Non-GAAP Measure Description
(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, 2022, and 2023, as applicable.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Stock Price Appreciation (TSR)      
Measure:: 3        
Pay vs Performance Disclosure        
Name Cash Balance      
Measure:: 4        
Pay vs Performance Disclosure        
Name Achievement of FID      
Measure:: 5        
Pay vs Performance Disclosure        
Name Net Income      
Measure:: 6        
Pay vs Performance Disclosure        
Name Gross Revenue      
Simoes [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 1,176,362 $ 4,393,840 $ 8,411,925 $ 2,900,746
PEO Actually Paid Compensation Amount (672,438) 1,593,840 12,054,325 2,744,502
Gentle [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount       2,232,757
PEO Actually Paid Compensation Amount       (17,453,467)
PEO | Simoes [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 (2,221,200)
PEO | Simoes [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 2,560,000
PEO | Simoes [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,848,800) (2,800,000) 3,600,000 (240,000)
PEO | Simoes [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Simoes [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 42,400 (255,044)
PEO | 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        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Simoes [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Gentle [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       0
PEO | Gentle [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       0
PEO | Gentle [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       (19,500,000)
PEO | Gentle [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       0
PEO | Gentle [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       (186,224)
PEO | 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        
Adjustment to Compensation, Amount       0
PEO | Gentle [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount       0
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (146,400) (137,329) 0 (1,664,319)
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 60,448 73,476 0 1,644,971
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (345,992) (1,517,545) 3,373,761 (6,565,870)
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 48,800 0 0 69,465
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (420,000) (408,333) 948,160 (49,422)
Non-PEO NEO | 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        
Adjustment to Compensation, Amount (142,819) 0 0 0
Non-PEO NEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0