Atlas Energy Group, LLC (OTCMKTS:ATLS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Summary Compensation Table
Effective May17, 2017, the bonus awards for each of the named
executive officers (NEOs) of Atlas Energy Group, LLC (the
Company) for performance during the fiscal year ended December31,
2016 were finalized. to Item5.02(f), the bonus awards for the
NEOs for the fiscal year ended December31, 2016 are set forth
below together with the other compensation previously reported.
SUMMARY COMPENSATION TABLE
|
Name |
Year | Salary ($) | Bonus ($) | Stockawards ($)(1) | Optionawards ($)(2) |
Non-equity incentiveplan compensation ($) |
Allother compensation ($) | Total ($) | ||||||||||||||||||||||||
|
Edward E. Cohen |
700,000 | 280,000 | (3) | 869,555 | 470,000 | 150,886 | (4) | 2,470,441 | ||||||||||||||||||||||||
| 475,000 | 1,607,500 | 300,000 | 72,453,196 | (5) | 74,835,696 | |||||||||||||||||||||||||||
| 1,000,000 | 17,812,798 | 2,000,000 | 4,178,447 | 24,991,245 | ||||||||||||||||||||||||||||
|
Jeffrey M. Slotterback |
280,192 | 410,000 | 367,835 | 217,500 | (6) | 1,275,602 | ||||||||||||||||||||||||||
| 205,384 | 225,050 | 300,000 | 735,912 | (7) | 1,466,347 | |||||||||||||||||||||||||||
|
Jonathan Z. Cohen |
500,000 | 200,000 | (3) | 869,555 | 370,000 | 321,239 | (8) | 2,260,794 | ||||||||||||||||||||||||
| 417,308 | 1,607,500 | 250,000 | 63,058,149 | (9) | 65,332,956 | |||||||||||||||||||||||||||
| 700,000 | 17,312,821 | 2,000,000 | 3,766,497 | 23,779,318 | ||||||||||||||||||||||||||||
|
Daniel C. Herz |
500,000 | 200,000 | (3) | 869,555 | 370,000 | 9,600 | (10) | 1,949,155 | ||||||||||||||||||||||||
| 325,000 | 1,607,500 | 1,000,000 | 14,975,844 | (11) | 17,908,343 | |||||||||||||||||||||||||||
| 392,308 | 750,000 | 5,844,469 | 1,042,524 | 8,029,301 | ||||||||||||||||||||||||||||
|
Mark D. Schumacher |
375,000 | 150,000 | (3) | 367,835 | 267,500 | 11,991 | (12) | 1,172,326 | ||||||||||||||||||||||||
| 375,000 | 1,125,250 | 500,000 | 1,680,655 | (13) | 3,680,905 |
| (1) |
For fiscal year 2016, the amounts reflect the grant date fair value of the phantom units under the Atlas Energy Group Plan and the grant date fair value of the common shares under the Titan Plan. The grant date fair value was determined in accordance with FASB ASC Topic 718 and is based on the market value on the grant date of Atlas Energy Group units and Titan stock. See Compensation Discussion Analysis-Determination of 2016 Compensation Amounts-Long-Term Incentives. For fiscal year 2015, the amounts reflect the grant date fair value of the phantom units under the Atlas Energy Group Plan. The grant date fair value was determined in accordance with FASB ASC Topic 718 and is based on the market value on the grant date of Atlas Energy Group units. For fiscal year 2014, the amounts reflect the grant date fair value of the phantom units under the Atlas Energy Plans and the Atlas Pipeline Partners Plans (the APL Plans). The grant date fair value was determined in accordance with FASB ASC Topic 718 and is based on the market value on the grant date of Atlas Energy units (February 2014 and June 2014) and Atlas Pipeline Partners units (February 2014 and June 2014 for Messrs. E. Cohen, J. Cohen, and Herz). |
| (2) |
The amounts in this column reflect the grant date fair value of options awarded under the Atlas Resource Partners Plan (the ARP Plan) calculated in accordance with FASB ASC Topic 718. |
| (3) | Comprised of payments made in common shares of Titan. |
| (4) |
Includes a matching contribution of $148,077 under the Atlas Energy Deferred Compensation Plan and tax, title and insurance premiums for Mr. E. Cohens automobile. |
| (5) |
Comprised of (i) payments on DERs of $317,237 with respect to the phantom units awarded under the Atlas Energy Plans, (ii) payments on DERs of $29,490 with respect to the phantom units awarded under the ARP Plan, (iii) payments on DERs of $100,800 with respect to the phantom units awarded under the APL Plans, (iv) a matching contribution of $524,423 under the Atlas Energy Deferred Compensation Plan, (v) tax, title and insurance premiums for Mr. E. Cohens automobile. The All Other Compensation amount also includes payments related to the Targa transaction as follows: (i) cash-out of Atlas Energy and APL equity awards of 38,463,425, (ii) cash severance of $32,538,286; and (iii) a pro-rated cash annual incentive of $476,712. |
| (6) |
Represents payments on DERs of $75 with respect to the phantom units awarded under the ARP Plan. |
| (7) |
Comprised of (i) payments on DERs of $8,168 with respect to the phantom units awarded under the Atlas Energy Plans and (ii) payments on DERs of $3,148 with respect to the phantom units awarded under the ARP Plan. The All Other Compensation amount also includes a cash-out of Atlas Energy equity awards of $629,597 related to the Targa transaction. |
| (8) |
Comprised of (i) a matching contribution of $ 133,846 under the Atlas Energy Deferred Compensation Plan, and (ii) 187,393 paid under the agreement relating to Lightfoot. |
| (9) |
Comprised of (i) payments on DERs of $289,181 with respect to the phantom units awarded under the Atlas Energy Plans, (ii) payments on DERs of $29,490 with respect to the phantom units awarded under the ARP Plan, (iii) payments on DERs of $100,800 with respect to the phantom units awarded under the APL Plans, (iv) a matching contribution of $ 375,577 under the Atlas Energy Deferred Compensation Plan, and (v) 284,707 paid under the agreement relating to Lightfoot. The All Other Compensation amount also includes payments related to the Targa transaction as follows: (i) cash-out of Atlas Energy and APL equity awards of 30,613,393, (iii) cash severance of $ 30,888,289; and (iii) a pro-rated cash annual incentive of $476,712. |
| (10) | Represents an automobile allowance. |
| (11) |
Comprised of (i) payments on DERs of $122,713 with respect to the phantom units awarded under the Atlas Energy Plans, (ii) payments on DERs of $13,762 with respect to the phantom units awarded under the ARP Plan, (iii) payments on DERs of $ 36,640 with respect to the phantom units awarded under the APL Plans, and (iv) an automobile allowance. The All Other Compensation amount also includes payments related to the Targa transaction as follows: (i) cash-out of Atlas Energy and APL equity awards of 11,926,461, (ii) cash severance of $2,866,667; and (iii) a pro-rated cash annual incentive of $182,740. |
| (12) |
Comprised of (i) payments on DERs of $2,390 with respect to the phantom units awarded under the ARP Plan, and (ii) an automobile allowance. |
| (13) |
Comprised of (i) payments on DERs of $24,858 with respect to the phantom units awarded under the Atlas Energy Plans, (ii) payments on DERs of $96,255 with respect to the phantom units awarded under the ARP Plan; and (iii) an automobile allowance. The All Other Compensation amount also includes a cash-out of Atlas Energy equity awards of $1,549,943 related to the Targa transaction. |
Retention Agreement
On May15, 2017, the Company entered into a retention agreement
(the Retention Agreement) with Jeffrey M. Slotterback, its Chief
Financial Officer.
The Retention Agreement provides that the executive will receive
a cash retention bonus in the amount of $90,000 (the Retention
Bonus). However, if the executive resigns without good reason or
is terminated for cause prior to May15, 2018, he will be required
to repay the Retention Bonus, less $1,000. The Retention
Agreement includes customary non-compete and non-solicitation
covenants.
About Atlas Energy Group, LLC (OTCMKTS:ATLS)
Atlas Energy Group, LLC is an energy management company, which acquires and develops upstream and midstream oil and gas assets. The Company has ownership interests in the general partner Class A units, and over 23.3% limited partner interest in Atlas Resource Partners, L.P. (ARP), which is an independent developer and producer of natural gas, crude oil and natural gas liquids; over 80% general partner interest and approximately 2.1% limited partner interest in Atlas Growth Partners, L.P. (AGP), which conducts natural gas and oil operations in the mid-continent region of the United States, and owns approximately 15.9% general partner interest and over 12% limited partner interest in Lightfoot Capital Partners, L.P. and Lightfoot Capital Partners GP, LLC, its general partner, which incubates new master limited partnerships (MLPs) and invests in existing MLPs. Its segments include ARP, AGP, and Corporate and other. The Company focuses on the development and growth of energy enterprises. Atlas Energy Group, LLC (OTCMKTS:ATLS) Recent Trading Information
Atlas Energy Group, LLC (OTCMKTS:ATLS) closed its last trading session down -0.005 at 0.200 with shares trading hands.
