10-K/APeriod: FY2024

ENBRIDGE INC Annual Report (Amendment), Year Ended Dec 31, 2024

Filed March 11, 2025For Securities:ENBENBMFEBBGFEBRGFEBRZFENBGFENBRFENFFFEBGEFENBFFENBHFENBNFENBOFENBSFEBBNFENNPF

Summary

Enbridge Inc. (ENB) filed an amendment to its 2024 Annual Report, providing updated information primarily related to its Board of Directors and Executive Compensation. The filing highlights the strategic composition of the Board, emphasizing diversity in experience, age, and skills, with a focus on expertise relevant to the evolving energy landscape, including energy transition, cybersecurity, and public policy. The company continues to prioritize safety and reliability across its operations, with the Board actively engaged in risk management and strategic oversight. Regarding executive compensation, Enbridge maintains a strong pay-for-performance philosophy, aligning executive incentives with financial, strategic, and operational objectives. The compensation structure emphasizes "at-risk" pay, with a significant portion tied to short-, medium-, and long-term incentive plans designed to drive long-term shareholder value. The company reported strong 2024 achievements, including a 30th consecutive annual dividend increase and significant progress on strategic acquisitions and growth capital deployment. The filing also details Enbridge's robust corporate governance practices, commitment to ethical conduct, and proactive engagement with shareholders.

Key Highlights

  • 1Enbridge's Board of Directors is composed of 11 independent nominees out of 12, ensuring robust independent oversight.
  • 2The Board actively seeks diverse expertise, including in energy transition, public policy, regulation, and cybersecurity, to navigate the evolving energy sector.
  • 3The company emphasizes a strong safety culture, with the Board's Safety and Reliability Committee working closely with management to mitigate operational risks.
  • 4Executive compensation is strongly aligned with performance, with over 80% of target compensation considered "at risk" for NEOs.
  • 5Key 2024 achievements include a 30th consecutive annual dividend increase, record adjusted EBITDA, and the successful acquisition of three U.S. natural gas utilities.
  • 6Directors are required to hold significant Enbridge shares/DSUs (at least three times their annual Board retainer) to align their interests with shareholders.
  • 7The company has robust clawback policies in place for incentive compensation in cases of misconduct or financial restatements.

Frequently Asked Questions

Enbridge prioritizes board refreshment to ensure a diverse range of perspectives and expertise. When recruiting new directors, the Governance Committee seeks candidates who can advance the company's strategic priorities and bring new ideas and skills, particularly in areas like energy transition, public policy, and cybersecurity. The board is committed to having a substantial majority of independent directors.

Enbridge employs a strong pay-for-performance philosophy. A significant portion of executive compensation (over 80% for NEOs) is "at risk," tied to short-, medium-, and long-term incentive plans. These plans are linked to achieving financial, strategic, and operational objectives, including safety and sustainability metrics. The company targets total direct compensation for NEOs at the median of its compensation peer group to ensure competitiveness while rewarding performance.

In 2024, Enbridge achieved significant milestones including a 30th consecutive annual dividend increase, record adjusted EBITDA of $18.6 billion, and the completion of a $19 billion acquisition of three U.S. natural gas utilities. The company also deployed over $5 billion in growth capital, sanctioned $8 billion in new organic projects, and continued to progress its sustainability goals and energy transition initiatives.

Enbridge maintains a comprehensive system of stewardship and accountability. The Board is composed of a substantial majority of independent directors (11 out of 12 nominees are independent). All Board committees are comprised entirely of independent directors. The company also adheres to a strong Statement on Business Conduct (SOBC) that outlines ethical expectations for all individuals, requiring annual compliance certification from directors and employees.