Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

Cheniere Energy, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notes:

Reg. §240.14a-101.

SEC 1913 (3-99)

Table of Contents

CHENIERE ENERGY, INC.

700 Milam Street, Suite 1900

Houston, Texas 77002

(713) 375-5000

Notice of Annual Meeting of Shareholders

909 Texas Avenue

Houston, Texas 77002

http://www.cheniere.com/corporate/2015_annual_meeting.shtml.

By order of the Board of Directors

Cara E. Carlson

Corporate Secretary

April 24, 2015

Table of Contents

Table of Contents

Table of Contents

Table of Contents

CHENIERE ENERGY, INC.

700 Milam Street, Suite 1900

Houston, Texas 77002

(713) 375-5000

PROXY STATEMENT

Shareholder Voting Matters

GENERAL INFORMATION

Why did I receive these proxy materials?

We are providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) of Cheniere Energy, Inc. (“Cheniere,” the “Company,” “we,” “us” or “our”), a Delaware corporation, of proxies to be voted at our 2015 Annual Meeting of Shareholders (the “Meeting”) and any adjournment or postponement thereof.

You are invited to attend the Meeting on June 11, 2015, beginning at 9:00 a.m., Central Daylight Time. The Meeting will be held in the Crystal Ballroom at the Post Rice Lofts, 909 Texas Avenue, Houston, Texas 77002.

This Notice of Annual Meeting, Proxy Statement, proxy card and 2014 Annual Report on Form 10-K for the year ended December 31, 2014, are being mailed to shareholders on or about April 24, 2015.

Do I need a ticket to attend the Meeting?

You will need proof of ownership and valid identification to enter the Meeting.

If your shares are held beneficially in the name of a bank, broker or other holder of record and you plan to attend the Meeting, you must present proof of your ownership of Cheniere stock, as of April 13, 2015, such as a bank or brokerage account statement, to be admitted to the Meeting.

If you have any questions about attending the Meeting, you may contact Investor Relations at info@cheniere.com or 713-375-5100.

Shareholders also must present a valid government-issued picture identification in order to be admitted to the Meeting.

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted at the Meeting.

Who is entitled to vote at the Meeting?

Holders of Cheniere common stock at the close of business on April 13, 2015 (the “Record Date”), are entitled to receive this Notice and to vote their shares at the Meeting. As of April 13, 2015, there were 236,630,835 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the Meeting.

Table of Contents

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

If your shares are registered directly in your name with Cheniere’s transfer agent, Computershare Trust Company, N.A., you are considered the “shareholder of record” of those shares. The Notice of Annual Meeting, Proxy Statement, proxy card and 2014 Annual Report on Form 10-K for the year ended December 31, 2014, have been sent directly to you by Cheniere. If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of such shares held in street name. The Notice of Annual Meeting, Proxy Statement, proxy card and 2014 Annual Report on Form 10-K for the year ended December 31, 2014, have been forwarded to you by your broker, bank or other holder of record, who is considered the shareholder of record of those shares. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting by telephone or on the Internet.

How do I vote?

You may vote using any of the following methods:

By mail

You may submit your proxy vote by mail by signing a proxy card if your shares are registered or, for shares held beneficially in street name, by following the voting instructions included by your broker, trustee or nominee, and mailing it in the enclosed envelope. If you provide specific voting instructions, your shares will be voted as you have instructed. If you do not indicate your voting preferences, your shares will be voted as recommended by the Board; provided, however, if you are a beneficial owner, your bank, broker or other holder of record is not permitted to vote your shares on the following proposals if your bank, broker or other holder of record does not receive voting instructions from you: Proposal 1 to elect directors, Proposal 2 to approve, on an advisory and non-binding basis, the compensation awarded to the Company’s named executive officers for fiscal year 2014 as disclosed in this Proxy Statement and Proposal 4 to vote on the shareholder proposal recommending that the Board adopt a proxy access bylaw.

By telephone or on the Internet

If you have telephone or Internet access, you may submit your proxy vote by following the instructions provided on your proxy card or voting instruction form. If you are a beneficial owner, the availability of telephone and Internet voting will depend on the voting processes of your broker, bank or other holder of record. Therefore, we recommend that you follow the voting instructions in the materials you receive.

In person at the Meeting

If you are the shareholder of record, you have the right to vote in person at the Meeting. If you are the beneficial owner, you are also invited to attend the Meeting. Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Meeting unless you obtain a “legal proxy” from your broker, bank or other holder of record that holds your shares, giving you the right to vote the shares at the Meeting.

Can I revoke my proxy?

If you are a shareholder of record, you can revoke your proxy before it is exercised by:

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other holder of record. You may also vote in person at the Meeting if you obtain a legal proxy as described in the answer to the preceding question.

Table of Contents

What shares are included on the proxy card?

If you are a shareholder of record, you will receive a proxy card for the shares you hold in certificate form or in book-entry form. If you are a beneficial owner, you will receive voting instructions from your bank, broker or other holder of record.

Is there a list of shareholders entitled to vote at the Meeting?

The names of shareholders of record entitled to vote at the Meeting will be available at the Meeting and for ten days prior to the Meeting for any purpose germane to the Meeting. The list will be available between the hours of 8:30 a.m. and 4:30 p.m. Central Daylight Time, at our offices at 700 Milam Street, Suite 1900, Houston, Texas 77002, by contacting the Corporate Secretary of the Company.

What are the voting requirements to elect the directors and to approve each of the proposals discussed in this Proxy Statement?

The presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of common stock entitled to vote at the Meeting is necessary to constitute a quorum. In the absence of a quorum at the Meeting, the Meeting may be adjourned from time to time without notice, other than an announcement at the Meeting, until a quorum shall be present. Abstentions and “broker non-votes” represented by submitted proxies will be included in the calculation of the number of the shares present at the Meeting for purposes of determining a quorum. “Broker non-votes” occur when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

Proposal 1—Directors are elected by a majority of the votes cast with respect to such director nominee at the Meeting, meaning that the number of votes cast “for” a director must exceed the number of votes cast “against” that director. If you are a beneficial owner, your bank, broker or other holder of record may not vote your shares with respect to Proposal 1 without specific instructions from you as to how to vote with respect to the election of each of the nine nominees for director. Abstentions and broker non-votes represented by submitted proxies will not be taken into account in determining the outcome of the election of directors.

Proposal 2—To be approved, Proposal 2 regarding the compensation awarded to the Company’s named executive officers for the fiscal year 2014 must receive the affirmative vote of the holders of a majority in voting power of the shares entitled to vote on the matter, present in person or by proxy at the Meeting. Because your vote is advisory, it will not be binding on the Board or the Company. If you are a beneficial owner, your bank, broker or other holder of record may not vote your shares with respect to Proposal 2 without specific instructions from you. Abstentions will be counted “against” Proposal 2. Broker non-votes will not count as shares entitled to vote on the matter.

Proposal 3—To be approved, Proposal 3 to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 must receive the affirmative vote of the holders of a majority in voting power of the shares entitled to vote on the matter, present in person or by proxy at the Meeting. If you are a beneficial owner, your bank, broker or other holder of record has the authority to vote your shares on Proposal 3 if you have not furnished voting instructions within a specified period of time prior to the Meeting. Abstentions will be counted “against” Proposal 3.

Proposal 4—To be approved, Proposal 4 the shareholder proposal recommending that the Board adopt a proxy access bylaw must receive the affirmative vote of the holders of a majority in voting power of the shares entitled to vote on the matter, present in person or by proxy at the Meeting. Because Proposal 4, if approved, would constitute a recommendation that the Board adopt a proxy access bylaw, it will not be binding on the Board or the Company. If you are a beneficial owner, your bank, broker or other holder of record may not vote your shares with respect to Proposal 4 without specific instructions from you. Abstentions will be counted “against” Proposal 4. Broker non-votes will not count as shares entitled to vote on the matter.

Table of Contents

What if a director nominee does not receive a majority of votes cast?

Our Amended and Restated Bylaws (“Bylaws”) require directors to be elected by the majority of the votes cast with respect to such director (i.e., the number of votes cast “for” a director must exceed the number of votes cast “against” that director). If a nominee who is serving as a director is not elected at the Meeting and no one else is elected in place of that director, then, under Delaware law, the director would continue to serve on the Board as a “holdover director.” However, under our Bylaws, the holdover director is required to tender his or her resignation to the Board. The Governance and Nominating Committee of the Board then would consider the resignation and recommend to the Board whether to accept or reject the tendered resignation, or whether some other action should be taken. The Board would then make a decision whether to accept the resignation, taking into account the recommendation of the Governance and Nominating Committee. The director who tenders his or her resignation will not participate in the Governance and Nominating Committee’s or the Board’s decision. The Board is required to disclose publicly (by a press release and a filing with the Securities and Exchange Commission (“SEC”)) its decision regarding the tendered resignation and, if the tendered resignation is rejected, the rationale behind the decision within 90 days from the date of the certification of the election results.

Could other matters be decided at the Meeting?

As of the date of this Proxy Statement, we do not know of any matters to be raised at the Meeting other than those referred to in this Proxy Statement. If other matters are properly presented for consideration at the Meeting, the persons named in your proxy card will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay for the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, electronic transmission and facsimile transmission. We have hired Morrow & Co., LLC, 470 West Ave., Stamford, CT 06902, to solicit proxies. We will pay Morrow & Co., LLC a fee of $9,000 plus expenses for these services.

Who will count the vote?

Broadridge Financial Solutions, Inc., an independent third party, will tabulate the votes.

Important Notice Regarding the Availability of Proxy Materials for the 2015 Annual Meeting to be held on June 11, 2015

The Proxy Statement, including the Notice of Annual Meeting and 2014 Annual Report on Form 10-K for the year ended December 31, 2014, are available on our website at http://www.cheniere.com/corporate/2015_annual_meeting.shtml. Please note that the Notice of Annual Meeting is not a form for voting, and presents only an overview of the more complete proxy materials, which contain important information and are available on the Internet or by mail. We encourage our shareholders to access and review the proxy materials before voting.

Table of Contents

PROPOSAL 1—ELECTION OF DIRECTORS

Directors and Nominees

This year, there are nine nominees standing for election as directors at the Meeting. Below is a summary of our director nominees, including their committee memberships during 2014. The Board, with assistance from the Governance and Nominating Committee, will evaluate and reassign committee memberships following the Meeting and election of the director nominees. Detailed information about each director’s background, skills and expertise is provided below.

The Board currently consists of thirteen members. In keeping with Cheniere’s director retirement policy, John M. Deutch and Paul J. Hoenmans, elected to the Board in 2006 and 2001, respectively, will not stand for re-election. In addition, Keith F. Carney and Randy A. Foutch are not standing for re-election. As a result, there are nine nominees standing for election as directors at the Meeting, and following the Meeting, the size of the Board will be reduced from thirteen members to nine members. Each nominee, if elected, will hold office for a one-year term expiring at the 2016 Annual Meeting of Shareholders and will serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.

Each of the director nominees currently serves on the Board and was elected by the Company’s shareholders. Each of the nominees has consented to serve as a director if elected or re-elected.

Directors are elected by a majority of votes cast with respect to such director nominee. Unless your proxy specifies otherwise, it is intended that the shares represented by your proxy will be voted for the election of these nine nominees. If you are a beneficial owner, your bank, broker or other holder of record is not permitted to vote your shares on Proposal 1 to elect directors if the bank, broker or other holder of record does not receive voting instructions from you. Proxies cannot be voted for a greater number of persons than the number of nominees named. The Board is unaware of any circumstances likely to render any nominee unavailable.

The Board recommends a vote FOR the election of the nine nominees as directors of the Company to hold office for a one-year term expiring at the 2016 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

Table of Contents

Director Biographies

Charif Souki, a co-founder of the Company, is Chairman of the Company’s Board and Chief Executive Officer (“CEO”) and President of the Company. In December 2002, Mr. Souki assumed the positions of President and Chief Executive Officer. He relinquished the title of President in April 2005 and was re-elected President again in April 2008. From June 1999 to December 2002, he was Chairman of the Board and an independent investment banker. From September 1997 until June 1999, he was Co-Chairman of the Board, and he served as Secretary from July 1996 until September 1997. Mr. Souki has over 20 years of independent investment banking experience in the oil and gas industry and has specialized in providing financing for small capitalization companies with an emphasis on the oil and gas industry. Mr. Souki is a director, Chairman of the Board and the Chief Executive Officer of Cheniere Energy Partners GP, LLC (“Cheniere Partners GP”), a wholly owned subsidiary of the Company and the general partner of Cheniere Energy Partners, L.P. (“Cheniere Partners”), a publicly-traded limited partnership that is operating the Sabine Pass LNG terminal. Mr. Souki is also a director, President and Chief Executive Officer of Cheniere Energy Partners LP Holdings, LLC (“Cheniere Holdings”), a publicly-traded subsidiary of the Company. Mr. Souki is also a manager and Chief Executive Officer of the general partner of Sabine Pass LNG, L.P. and Chief Executive Officer of Sabine Pass Liquefaction, LLC. Mr. Souki has not held any other public company directorship positions in the past five years. Mr. Souki received a B.A. from Colgate University and an M.B.A. from Columbia University.

Skills and Qualifications: Mr. Souki has extensive experience with the Company as Chief Executive Officer of Cheniere, Cheniere Partners GP, Cheniere Holdings, the general partner of Sabine Pass LNG, L.P. and Sabine Pass Liquefaction, LLC and is responsible for developing the companies’ overall strategies and visions and implementing the business plans. In addition, with over 20 years of experience as an investment banker specializing in the oil and gas industry, Mr. Souki brings a unique perspective on the energy business to our Board.

Vicky A. Bailey is a member of our Compensation Committee and Section 162(m) Subcommittee, Audit Committee and Governance and Nominating Committee. Since November 2005, Ms. Bailey has been President of Anderson Stratton International, LLC, a strategic consulting and government relations company in Washington, D.C. She was a partner with Johnston & Associates, LLC, a public relations firm in Washington, D.C., from March 2004 through October 2005. Prior to joining Johnston & Associates, LLC, Ms. Bailey served as Assistant Secretary for the Office of Policy and International Affairs from 2001 through February 2004. From 2000 until May 2001, she was President and a director of PSI Energy, Inc., the Indiana electric utility subsidiary of Cinergy Corp. Prior to joining PSI Energy, Ms. Bailey was a Commissioner on the Federal Energy Regulatory Commission beginning in 1993. Ms. Bailey currently serves as a director of EQT Corporation, a publicly-traded integrated energy company and Cleco Corp., a publicly-traded energy services company. In January 2010, Ms. Bailey was appointed as a member of the Secretary of Energy’s Blue Ribbon Commission on America’s Nuclear Future. She received a B.S. in industrial management from Purdue University and completed the Advanced Management Program at The Wharton School in 2013.

Skills and Qualifications: Ms. Bailey has extensive knowledge of the energy industry, including significant experience with the Federal Energy Regulatory Commission, and government and public relations. She brings a diverse perspective to our Board based on her experience as a strategic consultant, a former energy executive and having served as Assistant Secretary for the Office of Policy and International Affairs.

G. Andrea Botta is Chairman of our Audit Committee and a member of our Governance and Nominating Committee. Mr. Botta has served as President of Glenco LLC (“Glenco”), a private investment company, since February 2006. Prior to joining Glenco, Mr. Botta served as managing director of Morgan Stanley from 1999 to February 2006. Before joining Morgan Stanley, he was President of EXOR America, Inc. (formerly IFINT-USA, Inc.) from 1993 until September 1999 and for more than five years prior thereto, Vice President of Acquisitions of IFINT-USA, Inc. He currently serves on the board of directors of Graphic Packaging Holding Company. Mr. Botta earned a degree in economics and business administration from the University of Torino in 1976.

Skills and Qualifications: Mr. Botta brings a unique international perspective to our Board and significant financial expertise. He has over 30 years of investing experience primarily in private equity investing.

Nuno Brandolini is a member of our Compensation Committee and Section 162(m) Subcommittee. Mr. Brandolini was a general partner of Scorpion Capital Partners, L.P., a private equity firm organized as a small business investment company, until June 2014. Prior to forming Scorpion Capital and its predecessor firm, Scorpion Holding, Inc., in 1995, Mr. Brandolini served as Managing Director of Rosecliff, Inc., a leveraged buyout fund co-founded by Mr. Brandolini in 1993. Prior to 1993, Mr. Brandolini was a Vice President in the investment banking department of Salomon Brothers, Inc., and a Principal with the Batheus Group and Logic Capital, two venture capital firms. Mr. Brandolini began his career as an investment banker with Lazard Freres & Co. Mr. Brandolini currently serves as a director of Lilis Energy, Inc., an oil and gas exploration and production company. Mr. Brandolini received a law degree from the University of Paris and an M.B.A. from the Wharton School.

Table of Contents

Skills and Qualifications: Mr. Brandolini brings a unique financial perspective to our Board based on his extensive experience as an investment banker and having actively managed private equity investments for almost 20 years.

David I. Foley is a director of the Company. Mr. Foley is a Senior Managing Director in the Private Equity Group of The Blackstone Group L.P., an investment and advisory firm (“Blackstone”), and Chief Executive Officer of Blackstone Energy Partners L.P. Prior to joining Blackstone in 1995, Mr. Foley was an employee of AEA Investors Inc., a private equity investment firm, from 1991 to 1993 and a consultant with The Monitor Company, a business management consulting firm, from 1989 to 1991. Mr. Foley currently serves as a director of Kosmos Energy Ltd. and previously served on the board of directors of PBF Energy, Inc. Mr. Foley’s appointment to the Board was made pursuant to an investor rights agreement that was entered into by the Company, Cheniere Partners GP, Blackstone CQP Holdco, LP (“Blackstone Holdco”) and various other related parties in connection with Blackstone Holdco’s purchase of Class B units in Cheniere Partners. Mr. Foley received a B.A. and an M.A. in economics from Northwestern University and an M.B.A. from Harvard Business School.

Skills and Qualifications: Mr. Foley brings a unique financial perspective to our Board based on his extensive experience having actively managed private equity investments for over 20 years.

David B. Kilpatrick is Chairman of our Compensation Committee and Section 162(m) Subcommittee. Mr. Kilpatrick has over 30 years of executive, management and operating experience in the oil and gas industry. Since 1998, he has been the President of Kilpatrick Energy Group, a consulting firm to oil and gas companies. From 1996 to 1998, Mr. Kilpatrick was the President and Chief Operating Officer for Monterey Resources, Inc., an independent oil and gas company in California. From 1982 to 1996, he held various managerial positions at Santa Fe Energy Resources, an oil and gas production company. Mr. Kilpatrick currently serves as a director of BreitBurn Energy Partners, L.P., a publicly-traded independent oil and gas limited partnership, as a board member of Woodbine Holdings, LLC, an oil and gas exploration and production company, and as chairman of the board of directors of Applied Natural Gas Fuels, Inc., an LNG fuel distribution company. In the past, Mr. Kilpatrick also served as a director of PYR Energy Corporation, a publicly-traded oil and gas exploration and production company, and Whittier Energy Corporation, a publicly-traded oil and gas field exploration services company. Mr. Kilpatrick also serves as a director of the California Independent Petroleum Association and the Independent Oil Producers Agency. Mr. Kilpatrick received a B.S. in petroleum engineering from the University of Southern California and a B.A. in geology and physics from Whittier College.

Skills and Qualifications: Mr. Kilpatrick has over 30 years of executive, management and operating experience in the oil and gas industry and brings significant executive-level and consulting experience in the oil and gas industry to our Board.

Donald F. Robillard, Jr. is a member of our Audit Committee. Mr. Robillard is the Senior Vice President and Chief Financial Officer and a director of Hunt Consolidated, Inc., a private holding company with interests in oil and gas exploration and production, refining, real estate development, private equity investments and ranching. Mr. Robillard began his association with Hunt Consolidated in 1983 and has held his current position since March 2007. Mr. Robillard is currently on the board of directors of Helmerich & Payne, Inc., a publicly-traded oil and gas drilling company. He is a Certified Public Accountant, a member of the American Institute of Certified Public Accountants, the Texas Society of Certified Public Accountants and the National Association of Corporate Directors. Mr. Robillard received a B.B.A. from the University of Texas, Austin.

Skills and Qualifications: Mr. Robillard has over 35 years of experience in the oil and gas industry and over 20 years of senior management experience. Mr. Robillard brings significant executive-level experience in the oil and gas industry, including experience with project financing for LNG facilities.

Neal A. Shear is a member of our Audit Committee. Mr. Shear is currently a partner of Silver Range Financial Partners, a private investment company. Mr. Shear was the Chief Executive Officer of Higgs Capital Management, a commodity focused hedge fund, until September 2014. Prior to Higgs Capital Management, Mr. Shear served as Global Head of Securities at UBS Investment Bank from January 2010 to March of 2011. From May 2008 to December 2009, Mr. Shear was a Partner at Apollo Global Management, LLC, where he served as the Head of the Commodities Division. Prior to Apollo Global Management, Mr. Shear spent 26 years at Morgan Stanley serving in various roles including Head of the Commodities Division, Global Head of Fixed Income, Co-Head of Institutional Sales and Trading, and Chair of the Commodities Business. He currently serves on the Advisory Board of the Smith School of Business at the University of Maryland. Mr. Shear received a B.S. from the University of Maryland, Robert H. Smith School of Business Management in 1976 and an M.B.A. from Cornell University, Johnson School of Business in 1978.

Skills and Qualifications: Mr. Shear brings a unique financial perspective to our Board based on his more than 30 years of experience managing commodity activity and investments.

Heather R. Zichal is a member of our Audit Committee. Ms. Zichal is currently an independent energy consultant. Ms. Zichal previously served as the Deputy Assistant to the President for Energy and Climate Change from January 2009 to November 2013. Prior to serving as Deputy Assistant to the President for Energy and Climate Change, Ms. Zichal served as the Energy and Environmental Policy Director to the 2008 Obama presidential campaign. She previously served as the Legislative Director to

Table of Contents

Senator John Kerry after managing energy and environmental issues in his 2004 presidential campaign. Prior to this, Ms. Zichal served as Legislative Director for Reps. Frank Pallone (D-NJ) and Rush Holt (D-NJ). Ms. Zichal received a B.S. in Environmental Policy and Science from Rutgers University.

Skills and Qualifications: Ms. Zichal has extensive knowledge of the domestic and global energy markets as well as the U.S. regulatory environment. She brings a diverse perspective about the energy industry to our Board, having served in significant government positions during her career.

Table of Contents

GOVERNANCE INFORMATION

Corporate Governance Facts

The Board believes that its current system of corporate governance oversight enables the directors to be prudent stewards of shareholder capital and represent the long-term interests of the Company and shareholders. In addition, the Board is responsive to changes in the general corporate governance environment. For example, in connection with its ongoing review of corporate governance matters, in 2012, the Board submitted to the shareholders a proposal to declassify the Board. Other recent actions that the Board has taken include:

Listed below are facts about our Board and governance structure.

Our Corporate Governance Framework

Cheniere is committed to the values of effective corporate governance and high ethical standards. Our Board believes that these values are conducive to strong performance and creating long-term shareholder value. Our governance framework gives our highly experienced independent directors the structure necessary to provide oversight, advice and counsel to Cheniere.

Table of Contents

Corporate Governance At A Glance

Board Committee Membership

The following chart shows the fiscal year 2014 membership and chairpersons of our Board committees, committee meetings held, and committee member attendance as a percentage of meetings eligible to attend.

Table of Contents

Director Independence

The Board determines the independence of each director and nominee for election as a director in accordance with the rules and regulations of the SEC and the NYSE MKT LLC independence standards, which are listed below. The Board also considers relationships that a director may have:

The NYSE MKT LLC independence standards state that the following list of persons shall not be considered independent:

As of March 2015, the Board determined that Messrs. Botta, Brandolini, Carney, Deutch, Foutch, Hoenmans, Kilpatrick, Robillard, and Shear and Mses. Bailey and Zichal are independent, and none of them has a relationship that may interfere with the exercise of his or her independent judgment.

Board Leadership Structure and Role in Risk Oversight

Board Leadership Structure. Mr. Souki serves as Chairman of the Board and Chief Executive Officer. From time to time, the Board considers whether Mr. Souki continues to be the appropriate person to serve in the combined role of Chairman and Chief Executive Officer. The Board has determined that Mr. Souki should continue to serve in the combined role of Chairman and Chief Executive Officer based on various factors. First, as a co-founder of the Company, Mr. Souki’s leadership and vision for the Company have been instrumental in its development and its overall strategy in the LNG marketplace. Second, the Company’s execution of its liquefaction projects is dependent on Mr. Souki’s continued leadership. Finally, Mr. Souki has the confidence of the Board and the Company to continue to implement the Company’s business plan.

In addition to these factors, the Company has in place sound counter-balancing mechanisms to ensure the continued accountability of the Chief Executive Officer to the Board. These counter-balancing mechanisms include:

Table of Contents

The Board does not believe that its leadership structure affects the Board’s role in risk oversight. See the discussion on the “Board’s Role in Risk Oversight” below. The Board does not currently have a policy as to whether the role of Chief Executive Officer and Chairman should be separate, and it has the ability to separate these roles in the future if it determines that such a separation would be in the best interest of the Company and its shareholders.

Independent Lead Director. In light of the fact that the Company’s Chairman position is held by a non-independent director, the Board has established the position of Lead Director to provide independent leadership to the Board. The Lead Director’s role exists to ensure that the Board operates independently of management and that directors have an independent leadership contact. Mr. Carney currently serves as the Lead Director of the Board. The responsibilities of the Lead Director, which have been formally adopted by the Board, outline the Lead Director’s role. The responsibilities of the Lead Director are to:

Board’s Role in Risk Oversight. Risks that could affect the Company are an integral part of Board and committee deliberations throughout the year. The Board has oversight responsibility for assessing the primary risks (including liquidity, credit, operations and regulatory compliance) facing the Company, the relative magnitude of these risks and management’s plan for mitigating these risks. In addition to the Board’s oversight responsibility, the committees of the Board consider the risks within their areas of responsibility. The Board and its committees receive regular reports directly from members of management who are responsible for oversight of particular risks within the Company. The Audit Committee discusses with management the Company’s major financial and risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. The Board and its committees regularly discuss the risks related to the Company’s business strategy at their meetings.

Director Nominations and Qualifications

Director Nomination Policy and Procedures. Our Director Nomination Policy and Procedures are attached to the Governance and Nominating Committee’s written charter as Exhibit A, which is available on our website at www.cheniere.com. The Governance and Nominating Committee considers suggestions for potential director nominees to the Board from any source, including current members of the Board and our management, advisors and shareholders. The Governance and Nominating Committee evaluates potential nominees by reviewing their qualifications, results of personal and reference interviews and any other information deemed relevant. Director nominees are recommended to the Board by the Governance and Nominating Committee. The full Board will select and recommend candidates for nomination as directors for shareholders to consider and vote upon at the annual shareholders’ meeting. The Governance and Nominating Committee reviews and considers any candidates submitted by a shareholder or shareholder group in the same manner as all other candidates.

Table of Contents

Qualifications for consideration as a director nominee vary according to the particular areas of expertise being sought as a complement to the existing Board composition. However, minimum criteria for selection of members to serve on our Board include the following:

Practices for Considering Diversity. The minimum criteria for selection of members to serve on our Board ensures that the Governance and Nominating Committee selects director nominees taking into consideration that the Board will benefit from having directors that represent a diversity of experience and backgrounds. Director nominees are selected so that the Board represents a diversity of experience in areas needed to foster the Company’s business success, including experience in the energy industry, finance, consulting, international affairs, public service, governance and regulatory compliance. Each year the Board and each committee participates in a self-assessment or evaluation of the effectiveness of the Board and its committees. These evaluations assess the diversity of talents, expertise, and occupational and personal backgrounds of the Board members.

Shareholder Nominations for Director. A shareholder of the Company who was a shareholder of record at the time the notice provided for below is delivered to the Corporate Secretary, who is entitled to vote at the meeting of shareholders called for the election of directors and upon such election or proposed business and who complies with the notice procedures set forth in our Bylaws may nominate candidates for election to the Board. Nominations made by a shareholder must be made by giving timely notice in writing to the Corporate Secretary of the Company at the following address: Corporate Secretary, Cheniere Energy, Inc., 700 Milam Street, Suite 1900, Houston, Texas 77002. To be timely, a shareholder’s notice must be delivered not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, prior to the first anniversary of the preceding year’s annual meeting. However, if the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the shareholder must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. In no event will the public announcement of an adjournment or postponement of an annual meeting of shareholders commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above. A shareholder’s notice must include information about the shareholder and the nominee, as required by our Bylaws, which are available on our website at www.cheniere.com.

Director Qualifications. The Board has concluded that, in light of our business and structure, each of our director nominees possesses relevant experience, qualifications, attributes and skills and should continue to serve on our Board as of the date of this Proxy Statement. The primary qualifications of our directors are further discussed under “Director Biographies” above.

Director Retirement Policy. The Board has adopted a mandatory director retirement policy that requires each director who has attained the age of 75 to retire from the Board at the annual meeting of shareholders of the Company held in the year at which his or her current term expires unless the Board determines such mandate for a particular director is not at the time in the best interests of the Company. The Board believes this policy will ensure a healthy rotation of directors, which will promote the continued influx of new ideas and perspectives to the Board.

Code of Conduct and Ethics

Our Code of Business Conduct and Ethics, which is applicable to all directors, officers and employees of the Company, is available on the Company’s website at www.cheniere.com.

Meetings and Committees of the Board

Our operations are managed under the broad supervision and direction of the Board, which has the ultimate responsibility for the establishment and implementation of the Company’s general operating philosophy, objectives, goals and policies. Pursuant to delegated authority, certain Board functions are discharged by the Board’s standing Audit, Governance and Nominating

Table of Contents

and Compensation Committees. Members of the Audit, Governance and Nominating and Compensation Committees for a given year are selected by the Board following the annual shareholders’ meeting. During the fiscal year ended December 31, 2014, our Board held 10 meetings. Each incumbent member of the Board attended or participated in at least 75% of the aggregate number of (i) Board meetings and (ii) committee meetings held by each committee of the Board on which the director served during the period for which each director served. Although directors are not required to attend annual shareholders’ meetings, they are encouraged to attend such meetings. At the 2014 Annual Meeting of Shareholders, 12 of the 13 members of the Board then serving were present.

Committee Membership (* indicates Chairman) as of December 31, 2014:

Audit Committee

Each member of the Audit Committee has been determined by the Board to be “independent” as defined by the NYSE MKT LLC listing standards and by the SEC, and as of March 2015, the Board has determined that Mr. Botta and Mr. Robillard are each an “audit committee financial expert”, as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC. The Audit Committee held 9 meetings during the fiscal year ended December 31, 2014.

The Audit Committee has a written charter, which is available on our website at www.cheniere.com. The Audit Committee is appointed by the Board to oversee the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. The Audit Committee assists the Board in overseeing:

The Audit Committee maintains a channel of communication among the independent auditor, principal financial and accounting officers, director-internal audit, compliance officer and the Board concerning our financial and compliance position and affairs. The Audit Committee has and may exercise all powers and authority of the Board in connection with carrying out its functions and responsibilities and has sole authority to select and retain the independent auditor and authority to engage and determine funding for independent legal, accounting or other advisers. The Audit Committee’s responsibility is oversight, and it recognizes that the Company’s management is responsible for preparing the Company’s financial statements and complying with applicable laws and regulations.

Governance and Nominating Committee

Each member of the Governance and Nominating Committee has been determined by the Board to be “independent” as defined by the NYSE MKT LLC listing standards and by the SEC. The Governance and Nominating Committee held 4 meetings during the fiscal year ended December 31, 2014.

The Governance and Nominating Committee has a written charter, which is available on our website at www.cheniere.com. The Governance and Nominating Committee is appointed by the Board to develop and maintain the Company’s corporate

Table of Contents

governance policies. The Governance and Nominating Committee also oversees our Director Nomination Policy and Procedures. The Governance and Nominating Committee has the following duties and responsibilities, among others:

Compensation Committee

Each member of the Compensation Committee has been determined by the Board to be “independent” as defined by the NYSE MKT LLC listing standards and by the SEC. The Compensation Committee held 5 meetings during the fiscal year ended December 31, 2014. The Compensation Committee reviews and approves the compensation policies, practices and plans of the Company pursuant to a written charter, which is available on our website at www.cheniere.com. The Chairman of the Compensation Committee, in consultation with other Compensation Committee members, members of management and the independent compensation consultant, determines the agenda and dates of Compensation Committee meetings.

In addition, the Compensation Committee has formed a Section 162(m) Subcommittee consisting of all of the members of the Compensation Committee other than Mr. Carney, who was a former officer of Cheniere.

The Compensation Committee’s charter is reviewed annually. Changes to the charter must be approved by the Board on the recommendation of the Compensation Committee. The charter provides that the Compensation Committee has the sole authority to retain, oversee and terminate any compensation consultant, independent legal counsel or other adviser engaged to assist in the evaluation of compensation of directors and executive officers of the Company, including the sole authority to approve such adviser’s fees and other retention terms. Pursuant to the charter, the Compensation Committee and/or Section 162(m) Subcommittee have the following duties and responsibilities, among others:

Table of Contents

Review of Compensation Risk

The Compensation Committee considered the risks associated with our compensation policies and practices in 2014. The Compensation Committee concluded that our compensation policies and practices were not reasonably likely to have a material adverse effect on the Company and did not include risk-taking incentives or encourage our employees, including our executive officers, to take excessive risks in order to receive larger awards. As part of this analysis, the Compensation Committee considered the individual components of our executive officers’ compensation, the performance measures required to be achieved to earn cash bonus and equity awards and the vesting schedule of the equity awards. In concluding that our incentive plans do not promote excessive risk, the Compensation Committee considered the following factors, among others:

Table of Contents

Compensation Committee Interlocks and Insider Participation

Mr. Carney serves as a member of the Compensation Committee and was previously an officer of Cheniere. Mr. Carney served as Chief Financial Officer and Treasurer of the Company from July 1996 through November 1997 and Executive Vice President from 1997 through August 2001. None of our executive officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Compensation Committee.

Director Compensation

The compensation paid to our directors for the year ended December 31, 2014, is set forth in the following table:

Table of Contents

During the fiscal year ended December 31, 2014, the Board approved a one-time grant of 6,000 shares of restricted stock of the Company to each current non-employee director, which was made on March 5, 2014. The one-time grant of restricted stock vests in four equal annual installments on the earlier of (i) the day prior to each annual meeting of shareholders and (ii) September 1st of the respective calendar year, beginning with the 2014 Annual Meeting of Shareholders. For 2014, the first installment of restricted stock vested on September 1, 2014. In addition, the Board determined that each new director of the Company should receive a similar restricted stock grant at the time of becoming a member of the Board, with the number of shares determined based on the market value of the shares granted on March 5, 2014 ($52.31). Messrs. Robillard and Shear and Ms. Zichal received a one-time grant of 3,769 shares of restricted stock of the Company on September 11, 2014, when they were elected to the Board.

In addition, during the fiscal year ended December 31, 2014, the Board approved annual compensation to each non-employee director for his or her service for the period from the 2014 Annual Meeting of Shareholders through the Meeting. The Board also awarded the Chairman of the Audit Committee, the Chairman of the Compensation Committee and the Lead Director additional compensation of $20,000 each and the Chairman of the Governance and Nominating Committee additional compensation of $10,000 for the additional time required to perform their responsibilities. For 2014, the non-employee directors’ annual compensation was payable on September 11, 2014, the date of the 2014 Annual Meeting of Shareholders. In order to provide the directors some flexibility on the type and timing of the compensation, directors were given the option to elect payment of such amounts 100% in restricted stock or 50% in restricted stock and 50% in cash. Cash payments are made quarterly. The number of shares of restricted stock issued was determined based on the closing price of the Company’s common stock as reported by the NYSE MKT LLC on the date payable (for September 11, 2014: $83.29). The directors’ restricted stock vests on the earlier of (i) the day immediately prior to the date of the Company’s regular annual meeting of shareholders in the calendar year next following the calendar year in which the date of the grant occurs and (ii) the first anniversary of the date of grant.

Table of Contents

MANAGEMENT

Executive Officers

The following table sets forth the names, ages and positions of each of our executive officers, as of April 13, 2015, all of whom serve at the request of the Board and are subject to annual appointment by the Board:

Charif Souki, a co-founder of the Company, is currently Chairman of the Board and Chief Executive Officer and President. Further information regarding Mr. Souki is provided above under “Director Biographies.”

Meg A. Gentle has served as Executive Vice President-Marketing since February 2014 and served as Senior Vice President-Marketing from June 2013 to February 2014. She previously served as Senior Vice President and Chief Financial Officer from March 2009 to June 2013. Prior to March 2009, she served as Senior Vice President-Strategic Planning & Finance since February 2008. Prior to February 2008, she served as Vice President of Strategic Planning since September 2005 and Manager of Strategic Planning since June 2004. Prior to joining Cheniere, Ms. Gentle spent eight years in energy market development, economic evaluation and long-range planning. She conducted international business development and strategic planning for Anadarko Petroleum Corporation, a publicly-traded integrated energy company, from January 1998 to May 2004 and energy market analysis for Pace Global Energy Services, an energy management and consulting firm, from August 1996 to December 1998. Ms. Gentle is currently a director of Cheniere Partners GP and Cheniere Holdings. Ms. Gentle received a B.A. in Economics and International Affairs from James Madison University in May 1996 and an M.B.A. from Rice University in May 2004.

R. Keith Teague has served as Executive Vice President-Asset Group since February 2014 and served as Senior Vice President-Asset Group from April 2008 to February 2014. Prior to April 2008, he served as Vice President-Pipeline Operations since May 2006. Mr. Teague has also served as President of CQH Holdings Company, LLC (formerly known as Cheniere Pipeline Company), a wholly owned subsidiary of the Company, since January 2005. Mr. Teague began his career with the Company in February 2004 as Director of Facility Planning. Prior to joining the Company, Mr. Teague served as the Director of Strategic Planning for the CMS Panhandle Companies from December 2001 until September 2003. He began his career with Texas Eastern Transmission Corporation where he managed pipeline operations and facility expansion. Mr. Teague is currently a director, President and Chief Operating Officer of Cheniere Partners GP and a director of Cheniere Holdings. Mr. Teague is also President of the general partner of Sabine Pass LNG, L.P. and a manager and President of Sabine Pass Liquefaction, LLC and is responsible for the development, construction and operation of the Company’s LNG terminal and pipeline assets. Mr. Teague received a B.S. in civil engineering from Louisiana Tech University and an M.B.A. from Louisiana State University.

Jean Abiteboul has served as Senior Vice President-International since November 2007. Since February 2006, Mr. Abiteboul has also served as Executive Director of Cheniere LNG Services S.A.R.L., a wholly owned subsidiary of the Company. From 1975 until February 2006, he held different positions within Gaz de France, a publicly-traded natural gas distribution company, including Secretary to the board of directors from 2004 until 2006; International Executive Vice President from 2003 to 2004; Executive Vice President, Gas Supply, Trading and Marketing from 2002 until 2003; and Executive Vice President, Gas Supply from 1998 to 2003. He also served on the board of directors of Tejas Power Corporation (USA), Gas Metropolitan (Canada), Sceptre Resources (Canada) and other affiliated companies of Gaz de France in Europe. Mr. Abiteboul graduated as an Engineer from Ecole Centrale de Lyon and obtained a Diploma in Economics from Université de Lyon.

Anatol Feygin has served as Senior Vice President-Strategy and Corporate Development since March 2014. Prior to joining Cheniere, Mr. Feygin worked with Loews Corporation from November 2007 to March 2014, most recently as their Vice President, Energy Strategist and Senior Portfolio Manager. Prior to joining Loews, Mr. Feygin spent three years at Bank of America as Head of Global Commodity Strategy. Mr. Feygin began his career at J.P. Morgan Securities Inc. as Senior Analyst, Natural Gas Pipelines and Distributors. Mr. Feygin earned a BS in Electrical Engineering from Rutgers University and an M.B.A. in Finance from the Leonard N. Stern School of Business at NYU.

Table of Contents

Katie Pipkin has served as Senior Vice President-Business Development and Communications since February 2014. Ms. Pipkin previously served as Vice President of Finance & Investor Relations since June 2010. Ms. Pipkin began her career with the Company in September 2007 as Vice President of Investor Relations. Prior to joining the Company, she was an analyst at Lehman Brothers in the regulated and unregulated natural gas sector. Ms. Pipkin earned a B.B.A. in finance from the University of Texas.

Greg W. Rayford has served as Senior Vice President and General Counsel of the Company since March 2011. Prior to joining the Company, Mr. Rayford served as a corporate partner of Andrews Kurth LLP with a focus on mergers and acquisitions and corporate and commercial transactions from July 2007 to February 2011. Prior to July 2007, he served as corporate counsel at Science Applications International Corporation, a scientific, engineering and technology applications company. Prior to that, Mr. Rayford was a corporate partner of Kirkland & Ellis LLP where his experience included various strategic and leveraged buyouts and recapitalizations, divestitures, venture capital and minority investments, and public and private offerings of debt and equity securities. Mr. Rayford earned a law degree, magna cum laude, from the University of Wisconsin Law School and a B.B.A. in Finance Investment and Banking from the University of Wisconsin.

Michael J. Wortley has served as Senior Vice President and Chief Financial Officer since January 2014. Prior to January 2014, he served as Vice President, Strategy and Risk of the Company since January 2013. Prior to January 2013, he served as Vice President-Business Development and President of Corpus Christi Liquefaction, LLC, a wholly owned subsidiary of the Company, since September 2011. Prior to September 2011, Mr. Wortley served as Vice President-Strategic Planning since January 2009 and Manager-Strategic New Business since August 2007. Prior to joining the Company in February 2005, Mr. Wortley spent five years in oil and gas corporate development, mergers, acquisitions and divestitures with Anadarko Petroleum Corporation, a publicly-traded oil and gas exploration and production company. Mr. Wortley began his career as an Internal Auditor with Union Pacific Resources Corporation, a publicly-traded oil and gas exploration and production company subsequently acquired by Anadarko. Mr. Wortley is currently a director and the Senior Vice President and Chief Financial Officer of Cheniere Partners GP, and a director and the Chief Financial Officer of Cheniere Holdings. Mr. Wortley is also Chief Financial Officer of the general partner of Sabine Pass LNG, L.P. and a manager and Chief Financial Officer of Sabine Pass Liquefaction, LLC. Mr.  Wortley received a B.B.A. in Finance from Southern Methodist University.

Indemnification of Officers and Directors

Our Restated Certificate of Incorporation, as amended, and Bylaws provide that the Company shall indemnify its directors and officers to the fullest extent possible under Delaware law. These indemnification provisions require the Company to indemnify such persons against certain liabilities and expenses to which they may become subject by reason of their service as a director or officer of the Company or any of its affiliated enterprises. The provisions also set forth certain procedures, including the advancement of expenses, that apply in the event of a claim for indemnification.

We have also entered into an Indemnification Agreement with members of our Board and certain officers of the Company. The Indemnification Agreement provides for indemnification for all expenses and claims that a director or officer incurs as a result of actions taken, or not taken, on behalf of the Company while serving as a director, officer, employee, controlling person, agent or fiduciary of the Company, or any subsidiary of the Company, with such indemnification to be paid within 25 days after demand. The Indemnification Agreement provides that no indemnification will generally be provided (1) for claims brought by the director or officer, except for a claim of indemnity under the Indemnification Agreement, if the Company approves the bringing of such claim, or if the Delaware General Corporation Law requires providing indemnification because the director or officer has been successful on the merits of such claim, (2) for claims under Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (3) if the director or officer did not act in good faith or in a manner reasonably believed by the director or officer to be in or not opposed to the best interests of the Company, (4) if the director or officer had reasonable cause to believe that his or her conduct was unlawful in a criminal proceeding, or (5) if the director or officer is adjudged liable to the Company. Indemnification will be provided to the extent permitted by law, the Company’s Restated Certificate of Incorporation, as amended, and Bylaws, and to a greater extent if by law the scope of coverage is expanded after the date of the Indemnification Agreement. In all events, the scope of coverage will not be less than what is in existence on the date of the Indemnification Agreement.

Table of Contents

SECURITY OWNERSHIP

As of April 15, 2015, there were 236,630,835 shares of common stock outstanding. The information provided below summarizes the beneficial ownership of directors, nominees for director, named executive officers set forth in the “Summary Compensation Table” and owners of more than 5% of outstanding common stock. “Beneficial Ownership” generally includes those shares of Company common stock that a person has the power to vote, sell or acquire within 60 days. It includes shares of Company common stock that are held directly and also shares held indirectly through a relationship, a position as a trustee or under a contract or understanding.

Directors and Executive Officers

The following table sets forth information with respect to shares of common stock of the Company owned of record and beneficially as of April 15, 2015, by each director and named executive officer set forth in the “Summary Compensation Table” and by all directors and executive officers of the Company as a group. On April 15, 2015, the directors and executive officers of the Company beneficially owned an aggregate of 9,831,056 shares of common stock (approximately 4.2% of the outstanding shares entitled to vote at the time).

The table also presents the ownership of common units of Cheniere Partners and common shares of Cheniere Holdings owned of record or beneficially as of April 15, 2015, by each director and named executive officer set forth in the “Summary Compensation Table” and by all directors and executive officers of the Company as a group. The Company owns a majority interest in Cheniere Holdings and Cheniere Holdings owns a majority interest in Cheniere Partners. As of April 15, 2015, there were 57,093,848 common units, 135,383,831 subordinated units, 145,333,334 Class B units and 6,893,819 general partner units of Cheniere Partners outstanding and 231,700,000 common shares of Cheniere Holdings outstanding.

Table of Contents

Owners of More than Five Percent of Outstanding Stock

The following table shows the beneficial owners known by us to own more than five percent of our voting stock as of April 15, 2015.

Table of Contents

Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS

This CD&A describes the material elements of the compensation of our Named Executive Officers (“NEOs”), including our CEO, and factors considered in making compensation decisions. Our NEOs for fiscal year 2014 were the following individuals:

This CD&A is organized as follows:

Executive Summary

The Compensation Committee and the Board used 2014 to engage shareholders and directly seek feedback to understand their reasons for not supporting our say-on-pay proposal last year. As a result of our shareholder outreach, we have made changes to our compensation programs to address shareholder concerns while still incentivizing our executive officers to continue to increase long-term shareholder value. The Compensation Committee and the Board want to ensure that there is a compensation program in place that is in the best interests of the shareholders – which given our event-driven nature and current stage of our business cycle, should be a program designed to reward executives for creating long-term shareholder value.

In connection with these efforts, we have provided additional information in our CD&A this year in an attempt to further explain our business, highlight our significant achievements and explain how we believe executive compensation ties to performance.

Business Overview

Cheniere is a market leader in the development and commercialization of liquefied natural gas (“LNG”) facilities in the U.S. We are currently developing two LNG export facilities—Sabine Pass Liquefaction, located in Louisiana (“Sabine Pass Project”), and Corpus Christi Liquefaction, located in Texas (“Corpus Christi Project”). We expect to invest over $30 billion to build nine liquefaction trains, consisting of six trains at Sabine Pass and three trains at Corpus Christi.

When the Sabine Pass Project is completed, it will be the first LNG export facility to have been built in North America in over 40 years. We expect to be the largest LNG exporter in the U.S. by 2016 and one of the top three largest LNG exporters in the world by 2020, representing approximately ten percent of the global LNG market.

The construction of the Sabine Pass Project is well underway, nearly two years ahead of any other U.S. liquefaction project. The Corpus Christi Project is expected to commence construction in the first half of 2015. We are in this fortunate position today due to foresight and decisive actions taken by our CEO and management team over the last several years.

Cheniere’s Business Transformation—First Mover in U.S. LNG Exports

In 2008, Cheniere completed construction of the regasification facilities at the Sabine Pass LNG terminal in order to import natural gas. This timing coincided with a seismic shift in the U.S. energy sector, where innovation in drilling technologies enabled large supplies of unconventional gas—particularly shale gas—to be developed at low costs. As a result of this new supply, the price of domestic natural gas declined precipitously, largely displacing the need to source natural gas globally for import to the U.S. Due to these unfavorable market conditions for U.S. LNG imports, Cheniere began assessing other strategic options in order to optimize shareholder value.

Table of Contents

In June 2010, Cheniere responded to this changing natural gas landscape, announcing plans to add liquefaction facilities adjacent to the existing regasification facilities at the Sabine Pass LNG terminal in order to export domestic LNG. Cheniere’s plans were met with skepticism because domestic LNG had never been exported from the contiguous U.S. and the general market perception was that it would be difficult to receive authorization from the U.S. Department of Energy (“DOE”) to export LNG to non-free trade agreement countries.

As the first mover in exporting LNG from the contiguous U.S., our executive team has been working diligently on developing the Sabine Pass Project over the last six years, including successfully:

Over the course of the next few years, we expanded the development of our liquefaction facilities beyond the first four trains at Sabine Pass. Our Sabine Pass Project also includes the development of two additional trains at Sabine Pass for a total of six trains. The first four trains are under construction at Sabine Pass, with first LNG from Train 1 expected by year-end 2015, and construction of Trains 5 and 6 is expected to begin during the first half and second half of 2015, respectively.

Our pursuit of a second LNG export facility, the Corpus Christi Project, began in December 2011. We were able to leverage the experience we gained while developing our Sabine Pass Project, and today we are in the final stages of obtaining the required DOE and FERC authorizations. We expect to reach a final investment decision (“FID”) and to commence construction on the Corpus Christi Project during 2015, with construction of the first two trains commencing in the first half and construction of the third train commencing in the second half.

Liquefaction Projects Underpinned with Long-Term 20-Year Contracts

As a result of our attractive contract terms and first mover advantage, we have entered into numerous 20-year SPAs with a number of large, investment-grade global LNG buyers. All of these SPAs are “take or pay” style agreements, meaning that the underlying monthly sales charge or fixed fee component of the LNG price will be paid whether or not the customer purchases the LNG. Revenue generally will commence on the SPAs as each applicable train reaches date of first commercial delivery (“DFCD”).

We have entered into SPAs aggregating approximately $2.9 billion in annual fixed fees and 19.9 mtpa of volumes for the Sabine Pass Project and approximately $1.5 billion in annual fixed fees and 8.4 mtpa of volumes for the Corpus Christi Project. We are targeting additional volumes for Sabine Pass Train 6 and Corpus Christi Train 3. In aggregate, total fixed fees are expected to be $5.2 billion annually and volumes contracted are expected to be 31.8 mtpa. We will have limited exposure to changes in commodity prices because a significant portion of our LNG volumes are contracted under these SPAs.

We are in discussions with additional potential customers to contract the remaining targeted volumes. As of January 31, 2015, futures prices indicate that LNG exported from the U.S. continues to be competitive with LNG from alternative sources, supporting the need for additional contracting from our terminals.

Table of Contents

The following table shows the aggregate volumes, fixed fees and timing by train associated with the SPAs that have been entered into to date and targeted amounts for nine trains.

Future Developments

In addition to the nine trains we are currently developing, our executive team is evaluating opportunities to further expand our LNG platform through options such as the development of two additional trains, investment in domestic export infrastructure, midstream opportunities and/or international projects. Assets or developments will be considered with an emphasis on their impact to cash flows per share.

Performance Highlights

Over the past five years, we have generated substantial value for our shareholders. As of January 2, 2015, our stock price increased by 2,764% over the five-year period. The S&P 500 increased by 102% over the same period. The following table shows the increase of our stock price as compared to the increase in the S&P 500 Index over the last five years.

Table of Contents

As we are in the process of developing and constructing our liquefaction facilities, key milestones are the cornerstone of our success. As a result, many investors view Cheniere as an event-driven business and value us based on our progress towards completion of our nine planned trains and on the contracted fixed fees expected to be generated from each train as it becomes operational. Our Board believes that the substantial appreciation of our stock price over the past five years is primarily attributable to management’s ability to execute on key milestones, which are essential to reaching operational success on our Sabine Pass and Corpus Christi Projects. The following table shows the key milestones for the Sabine Pass and Corpus Christi Projects and our progress towards achieving them.

Building Liquefaction Facilities

Key Milestones and Target Dates for the

Sabine Pass and Corpus Christi Projects

As of March 31, 2015, development of our liquefaction facilities was as follows:

Sabine Pass Project:

Corpus Christi Project:

We expect to begin construction on Trains 5 and 6 at the Sabine Pass Project and Trains 1 through 3 at the Corpus Christi Project upon reaching FID in 2015.

The table below shows the progress we have made to date entering into long-term SPAs for both the Sabine Pass and Corpus Christi Projects. We continue to be in discussions with potential customers to contract the remaining balance of volumes to reach our target of $5.2 billion in annual fixed fees.

Progression of 20-Year Contracts Signed To Date for the Sabine Pass and Corpus Christi Projects

Table of Contents

2014 Shareholder Outreach

At our 2014 Annual Meeting of Shareholders, our say-on-pay proposal received support from 46% of our shareholders who voted at the meeting. Our Board was concerned with this outcome, and as a result we embarked on a broad-based shareholder outreach program to directly seek feedback, understand concerns and consider appropriate actions. Our Compensation Committee and management reached out and had extensive dialogue, including meeting in person or by telephone, with shareholders representing approximately 53% of our outstanding common stock. As a result of the feedback, our Compensation Committee and Board have made changes to our compensation program to address shareholder concerns while also appropriately incentivizing our executive team to continue to drive long-term shareholder value.

The meetings with our shareholders were immensely valuable to the Compensation Committee, Board and management. In response, we considered our shareholders’ concerns and made changes that further align our compensation program with our business strategy and shareholders’ interests. All of the shareholders that we met with expressed a desire for ongoing communication. We will incorporate shareholder outreach as a standard business practice going forward.

Key themes from our shareholder outreach

Many of our shareholders have different methodologies and processes for evaluating compensation programs; however, a number of common themes emerged, which included:

• Request for further clarity on how our compensation plans tie to performance. Some shareholders requested additional disclosure on how our compensation plans are designed to tie to the core drivers of our performance and why we do not use traditional financial metrics.

For the past six years we have been developing our liquefaction facilities. We are viewed by our shareholders as primarily an event-driven company that is developing assets, where successful creation of long-term shareholder value cannot yet be adequately captured by traditional financial measures of success such as current earnings per share, cash flows or profit margins. Our principal measures of successful performance are key milestones (primarily regulatory, commercial and construction) and increases in shareholder value. Both of these measures are core to successfully building our liquefaction facilities and the basis of our compensation program.

We currently have two third-party terminal use agreements for regasification capacity at the Sabine Pass LNG terminal, which generate approximately $250 million in annual revenues. In comparison, we expect to generate $5.2 billion of annual fixed fees from our Sabine Pass and Corpus Christi Projects when all nine trains have been completed. As our Sabine Pass and Corpus Christi Projects become operational, we intend to reevaluate our long-term incentive plans to include traditional financial metrics in our performance measures.

• Magnitude of executive compensation. Some shareholders expressed concern with the overall amount of compensation paid to our CEO and other NEOs in 2013.

We designed our incentive structure to reward timely achievement of our key milestones and creation of shareholder value, as measured by our stock price. Our executives delivered outstanding achievement of key milestones for the development and construction of Trains 1 through 4 of the Sabine Pass Project, which led to a remarkable increase in our stock price and substantial creation of shareholder value. Cheniere is the first mover in the development of liquefaction facilities in the contiguous U.S. and is approximately two years ahead of any other domestic projects as a result of these efforts.

Long-term incentive awards were granted to incentivize management to achieve our key milestones from the initial development through the completion of construction of Trains 1 through 4 of the Sabine Pass Project. The awards granted for the first two trains will not fully vest until 2016 and the awards granted for the second two trains will not fully vest until the one year anniversary of substantial completion of the last train (Train 4), which is expected to occur in 2018. The period from initial development to the one-year anniversary of substantial completion of the fourth train spans almost a decade. The long-term incentive plan was designed with the intent to reward management for the successful completion of this work.

Table of Contents

• Rigor of key milestones and stock price hurdles. Some shareholders requested greater clarity on our key milestones and stock price hurdles in order to assess whether they were sufficiently rigorous, since a majority were met by 2014.

Though it is true that we met a majority of our key milestones and stock price hurdles sooner than we anticipated, they were nevertheless very ambitious targets, and our stock performance over the period demonstrates how important achieving our key milestones were to the creation of long-term shareholder value.

Achieving milestones is critical to the success of a project, and reaching our key milestones for Trains 1 through 4 of the Sabine Pass Project required substantial effort. Awards did not begin to vest unless and until we issued notice to proceed (“NTP”) with construction of the trains. In order to reach NTP with construction, we had to obtain regulatory approvals, execute EPC contracts, enter into various SPAs with long-term customers and secure billions of dollars of financial commitments to construct the facilities. From initial development, it took over two years to issue NTP with construction for the first two trains and over three years for the second two trains. Trains 3 and 4 were subject to additional challenging milestones. Awards granted for the first two trains will not fully vest until 2016 and the milestone awards granted for the second two trains will not fully vest until the one year anniversary of substantial completion of the last train (Train 4), which is expected to occur in 2018.

Our stock price hurdles were also rigorous. When the Compensation Committee set the stock price hurdles in 2013, the hurdles were considered very ambitious as the stock price was $17.60. A stock price increase to $25 and $35 represented increases of 42% and 99%, respectively. In 2013, our stock price rose tremendously—130%, and these stock-price hurdles were achieved more quickly than anticipated.

The awards granted for Trains 1 through 4 of the Sabine Pass Project are summarized in the following tables.

2012 Long-Term Incentive Awards—Vesting Schedule for Trains 1 and 2 Cash and Restricted Stock Awards

2013 Long-Term Incentive Awards—Vesting Schedule for Trains 3 and 4 Restricted Stock Awards

• Incentive compensation caps. Some shareholders asked us to consider adding traditional caps in our long-term incentive program or placing further limits on our aggregate plan caps.

We did not establish individual caps, such as maximum awards based on a multiple of base salary, in the awards granted for construction of Trains 1 through 4 of the Sabine Pass Project because of our event-driven nature. The Compensation Committee has adopted caps on long-term incentive award funding in the new 2014-2018 Long-Term Cash Incentive Program (“2014-2018 LTIP”) in response to our shareholders’ feedback.

Under the 2014-2018 LTIP, the percentage of growth in total shareholder value that is used to fund the aggregate pool from which phantom units are granted for each performance period has been reduced to 4% to 6%, including a senior executive pool that is capped at 2% of the growth in total shareholder value. In addition, the 2014-2018 LTIP imposes an annual cap on the

Table of Contents

number of potential phantom units that can be granted from the senior executive pool for each performance period and CEO compensation is targeted at 50% of the senior executive pool. The number of phantom units comprising the senior executive pool cannot exceed an amount equal to 1.5% of our common shares outstanding. The 2014-2018 LTIP is described in detail beginning on page 35 of this Proxy Statement.

• Clawback policy. Some shareholders suggested that we adopt a formal clawback policy.

We comply with all SEC required compensation recoupment policies and practices; however, our Compensation Committee has not taken action with respect to our clawback policy in advance of further SEC guidance on this issue. Our Compensation Committee understands shareholders’ feedback on this issue, is evaluating our current clawback practices and will consider updating our policy in the future.

Actions Taken as a Result of Shareholder Outreach

Following our shareholder outreach, the Compensation Committee and Board reviewed and considered our shareholders’ feedback as part of their review and adoption of a compensation program for our executives beginning with 2014. The Compensation Committee approved the following changes, many of which are directly responsive to the feedback we received from our shareholders:

2014 Compensation Design

The Compensation Committee is committed to creating a performance-based compensation structure, which it believes creates strong alignment with the interests of our shareholders and incentivizes management with long-term performance goals. Historically, both our short-term and long-term performance awards have been 100% performance-based.

2014 compensation was comprised of the following components:

Table of Contents

Base Salary

In 2014, the base salaries of our NEOs were generally targeted to the median of the market, with the exception of our CEO, whose base salary in 2014 was considered below the median of the market. Effective December 15, 2014, Mr. Souki’s base salary was reduced to $1 and he will forgo his annual cash bonus beginning in 2015 and through the rest of the term of the 2014-2018 LTIP. Beginning in 2015 and through 2018, our CEO’s compensation package will be based on long-term incentive awards that are 100% performance-based.

In 2015, the Compensation Committee also reviewed the base salaries of our other NEOs. It was determined 4% base salary adjustments were appropriate and in line with planned increases by other energy companies. These adjustments were recommended by the Compensation Committee and approved by the Board, effective January 12, 2015 (except that Mr. Abiteboul’s base salary adjustment is effective January 1, 2015). Our NEOs’ 2014 and 2015 base salaries are provided in a table on page 33 of this Proxy Statement.

Annual Cash Bonus

For 2014, our NEOs’, including our CEO’s, annual cash bonuses were based on rigorous, near-term developmental, operating and corporate goals that coincide with our key milestones and span eight strategic areas: (1) operational; (2) construction; (3) development projects; (4) marketing; (5) financing; (6) budget; (7) people, systems and facilities; and (8) risk management. These goals are discussed in greater detail beginning on page 34 of this Proxy Statement.

The achievement of these goals resulted in the following cash bonuses in 2014.

Long-Term Performance Incentive Award: 2014-2018 LTIP

The Board believes long-term incentive awards establish strong long-term alignment between NEOs and shareholders and, as such, are an important component of a strong compensation structure.

On April 21, 2015, the Compensation Committee recommended and on April 21, 2015, the Board approved the 2014-2018 LTIP. The 2014-2018 LTIP reflects feedback we received from our shareholder outreach and provides for the grant of phantom units settled in cash. The 2014-2018 LTIP is 100% performance-based, and we believe it aligns the interests of management and shareholders.

The 2014-2018 LTIP rewards growth in our market capitalization, measured by growth in total shareholder value, above certain thresholds. There will be two pools from which phantom units are granted: a senior executive pool and a general pool. The maximum percentage of growth in total shareholder value that can be used to fund the senior executive pool for each performance period is 2%, and 4% for the general pool. Our CEO’s compensation will be targeted at 50% of the senior executive pool. The amount of phantom units granted from the senior executive pool for each performance period will be capped at an annual maximum amount equal to 1.5% of common shares outstanding.

Once phantom units are granted for each performance period, they will be subject to a three-year vesting schedule, with one-third of the phantom units vesting and becoming payable on each of the first, second and third anniversaries of the date of grant (with the exception of the initial grant for the 2014 performance period which will vest and become payable on each of February 1, 2016, February 1, 2017 and February 1, 2018). The phantom units will be settled in cash at the end of each vesting period. The 2014-2018 LTIP is described in further detail beginning on page 35 of this Proxy Statement.

Table of Contents

Pay Mix & Performance-Based Compensation

In 2014, 89% of our CEO’s total direct compensation was performance-based. With the changes the Compensation Committee and Board made for 2015 and through the term of the 2014-2018 LTIP, our CEO’s compensation will be 100% performance-based.

* Pay mix excludes other personal benefits.

In 2014, our NEOs’ total compensation (excluding our CEO) was on average 62% performance-based.

Compensation Governance Practices

The Compensation Committee has adopted a number of compensation governance practices that further strengthen the alignment of our compensation program with our shareholders’ interests.

Executive Compensation Philosophy & Objectives

Philosophy and Objectives

The Board and Compensation Committee are committed to a pay-for-performance compensation structure that aligns with building our liquefaction facilities. Our executive compensation programs and objectives are designed to ensure we attract, retain and motivate executives with the talent and experience necessary for us to achieve our strategic business plan.

As one of the first movers in our industry, we face fierce competition for our executive officers, business leaders and engineers, and we seek to hire the highest caliber executives available in the global LNG marketplace. We remain focused on retaining our talent and our incentive program reflects our need to retain key leaders.

Our compensation structure is highly performance-based, long-term oriented and aligns with our primarily event-driven business objectives to build liquefaction facilities. This structure ensures our executive officers are motivated and incentivized to create long-term value for our shareholders.

Table of Contents

Components of Our Executive Compensation Program

Base Salary

Base salaries provide the fixed compensation necessary to attract and retain key executives. The base salaries of our NEOs are designed to be comparable to positions in the marketplace from which we recruit executive talent. The base salaries of our NEOs in 2014 were generally considered in line with the median of the market, with the exception of our CEO, Mr. Souki, whose base salary was considered below the median of the market.

On December 17, 2014, the Compensation Committee recommended and the Board approved a change in the annual base salary for our CEO, Mr. Souki. Effective December 15, 2014, Mr. Souki’s base salary was reduced to $1 and he will forgo his annual cash bonus beginning in 2015 and through the rest of the term of the 2014-2018 LTIP. Beginning in 2015 and through 2018, Mr. Souki’s compensation will be based on long-term incentive awards that are 100% performance-based.

In 2015, the Compensation Committee also reviewed the base salaries of our other NEOs. On April 21, 2015, the Compensation recommended and on April 21, 2015, the Board approved 4% base salary adjustments effective January 12, 2015 (except that Mr. Abiteboul’s base salary adjustment is effective January 1, 2015). The increases were considered in line with planned increases by other energy companies. The following table provides the 2014 and 2015 base salaries of our NEOs.

Table of Contents

Annual Incentive Program

Our annual incentive program is 100% performance-based and delivered as a cash bonus. We believe this performance-based structure incentivizes our NEOs to achieve near-term developmental, operating and corporate goals that support the creation of long-term shareholder value.

2014 Annual Incentive Program

In 2014, the Compensation Committee reviewed the following near-term developmental, operating and corporate goals and achievements to determine annual incentive program funding and awards:

Table of Contents

The Compensation Committee discussed with management its performance against the near-term developmental, operating and corporate goals that were approved in April 2014. Each of the goals had been achieved.

As a result of our excellent performance, the Compensation Committee recommended and the Board determined the Company had an exceptional year and it should pay annual cash bonuses at 80% of the maximum payout. The following annual cash bonuses under our annual incentive program were approved for 2014.

Long-Term Performance Incentive Program

In prior years, the largest component of our NEOs’ compensation has been performance-based incentive awards. We believe this incentivizes our NEOs to perform at their highest levels to achieve our long-term strategic business plan and to align management’s interests with our shareholders’ interests.

During 2014, no long-term incentive awards were granted other than new hire award grants. The Compensation Committee and Board used 2014 to engage shareholders and designed the 2014-2018 LTIP to appropriately incentivize our executive officers while taking shareholder views into account.

Under the 2014-2018 LTIP, our NEOs, including our CEO, were granted phantom units for the 2014 performance period on April 21, 2015.

2014-2018 LTIP

On April 21, 2015, the Compensation Committee recommended and on April 21, 2015, the Board approved the 2014-2018 LTIP. The plan replaces the long-term incentive plan originally proposed in 2014 and reflects feedback we received from our shareholder outreach. The 2014-2018 LTIP is a sub-plan of the Company’s 2015 Long-Term Cash Incentive Plan (the “2015 Plan”). The 2015 Plan generally provides for cash-settled awards in the form of stock appreciation rights, phantom unit awards, performance unit awards, other-stock based awards, and cash awards to the Company’s employees, non-employee directors and consultants.

Table of Contents

The 2014-2018 LTIP is 100% performance-based and will reward long-term performance measured against growth in the Company’s market capitalization, referred to in the plan documents as total shareholder value (“TSV”). The Board believes TSV is directly linked to the creation of long-term value for our shareholders and can serve as an objective assessment of our progress against key milestones. The 2014-2018 LTIP is designed to share the growth of our TSV with our executive officers and employees who are driving this growth. As we continue to achieve milestones and de-risk the project we expect shareholder value to increase. We expect the further achievement of these milestones to be the key drivers of growth in TSV.

The Compensation Committee views the 2014-2018 LTIP as a “bridge” program to attract, reward, and incentivize our executive officers and employees while we transition from a development-focused company to an operational one. As we transition to an operating company, the Compensation Committee expects to re-evaluate our long-term incentive plan and consider more traditional financial metrics.

Summary of Plan Design

For each performance period, a senior executive pool and a general pool will be funded up to a certain percentage of the growth in TSV provided that certain performance hurdles are met. Each pool will then be converted into phantom units based on the average 30-day stock price at the end of the performance period, which will be granted to our executive officers and employees. The 2014-2018 LTIP will be administered by the Compensation Committee.

Performance Periods

The term of the 2014-2018 LTIP commenced November 1, 2013 and consists of five consecutive annual performance periods ending October 31, 2018. Each performance period will begin on November 1 and end on October 31.

The Compensation Committee and the Board included 2014 performance as part of the 2014-2018 LTIP in order to ensure long-term performance incentive awards are part of the Company’s broader compensation program and to create a “bridge” program while we remain an event-driven company through 2018. The Compensation Committee and the Board considered goals and expectations discussed in 2013 during the initial design of the plan, and granted an award for the 2014 performance period in order to recognize the Company’s exceptional year in 2014.

Performance Hurdles

In each performance period, the Company will measure its annual total shareholder return (“TSR”) and annualized cumulative TSR since the beginning of the performance period.

A minimum annual TSR and annualized cumulative TSR performance hurdle of 8% must be achieved each performance period for the pools to be funded. The maximum annual TSR and annualized cumulative TSR performance hurdles were set at 9%. The annual TSR and annualized cumulative TSR performance hurdles were set based on the expected average annual growth rate of similar companies in order to incentivize outperformance relative to the market. The annualized cumulative TSR acts as a ‘high water mark’ that ensures awards are granted for appreciation over the full performance period.

The initial TSV that was used to calculate the annualized cumulative TSR was $8,362,445,350. For the first performance period that ended October 31, 2014 the TSV was $16,881,586,848. Thus, the annual and annualized cumulative TSRs in the first performance period were 101.9%.

Maximum Compensation Caps

In order to respond to shareholder feedback about pay magnitude and concerns with incentive caps, the amount of the total senior executive pool potential was reduced, capped and is subject to downward adjustment at the discretion of the Compensation Committee.

The total percentages of growth in TSV that can be awarded are 2% of TSV growth for the senior executive pool and generally between 2% and 4% for the general pool. Our CEO’s compensation will be targeted at 50% of the senior executive pool. Additionally, the senior executive pool for each performance period will be capped at an annual maximum amount equal to 1.5% of our common shares outstanding.

Table of Contents

Funding of Pool

For each performance period, the plan will fund an aggregate phantom unit pool allocable to plan participants. This pool will be denominated in a number of phantom units equal to:

TSV is defined as:

TSV Growth is the difference between the TSV for a performance period plus any TSV Growth carried over from a prior performance period as a result of the cap, if any, minus the highest TSV achieved in any prior performance period.

Average Closing Stock Price is the average of the closing stock prices on each day of trading that occurs during a period of 30 consecutive calendar days that ends on and includes the day immediately prior to the last day of the applicable performance period (October 30). It does not include any prices for weekends or holidays.

Phantom Units Granted from the Senior Executive Pool for the 2014 Performance Period

For the performance period from November 1, 2013 to October 31, 2014, the Compensation Committee approved 2,200,000 phantom units to be awarded from the senior executive pool. The award represents 1.84% of the TSV Growth during the 2014 performance period.

Example—Multi-Year Scenarios for the Senior Executive Pool for the 2015-2018 Performance Periods

Multi-year payout scenarios for the 2015 through 2018 performance periods are shown below assuming constant rates of increase in TSV of 15%, 25% and 35%, respectively. A 15% constant annual increase in TSV over the period beginning November 1, 2015 through October 31, 2018 would result in a total of approximately 2.5 million phantom units being granted ratably from the senior executive pool over the period. A 35% constant annual increase in TSV would result in approximately 5 million phantom units being granted ratably from the senior executive pool over the period. The estimated phantom units to be issued based on 15% and 35% growth scenarios would represent approximately 1.0% and 2.1%, respectively, of our total shares outstanding as of December 31, 2014.

Table of Contents

Vesting Schedule

Phantom units will be granted at the end of each performance period and will be settled in cash upon vesting. The phantom units awarded for each performance period will vest in three installments, with one-third of the phantom units vesting and becoming payable on each of the first, second and third anniversaries of the date of grant. For the awards granted for the 2014 performance period, one-third of the phantom units will vest and become payable on each of February 1, 2016, February 1, 2017 and February 1, 2018. Except as described below, plan participants will forfeit any unvested phantom units if the participant’s employment with the Company terminates for any reason prior to the applicable vesting dates. Any unvested phantom units will immediately vest and be payable to participants if (i) the Company terminates the participant’s employment without Cause or, in the case of executive officers, the executive officer terminates his or her employment with Good Reason (as defined under “Narrative to the Potential Payments upon Termination or Change-in-Control—Cash and Restricted Stock Awards”), (ii) the participant dies or incurs a Disability before such awards are fully vested, (iii) except in the case of a participant in the United Kingdom, the participant retires after age 65, or (iv) a Change of Control occurs (with each of these terms other than “Good Reason” as defined in the 2015 Plan). The following table shows the measurement periods, potential grant date and potential vesting schedules of the phantom units.

2014 Long-Term Performance Awards (granted in April 2015)

Based on our TSR of 101.9% and TSV Growth of $8.519 billion for the first performance period ending October 31, 2014, the Compensation Committee recommended and the Board approved the following awards for 2014 performance. The phantom units were granted on April 21, 2015, and will vest in three installments, with one-third of the phantom units vesting and becoming payable on each of February 1, 2016, February 1, 2017 and February 1, 2018.

Compensation and Benefits

We provide a limited number of other benefits to our NEOs that make our total compensation program competitive with the market.

Benefits

We offer the same benefits package to all of our employees and executive officers.

Table of Contents

We do not offer a defined benefit pension plan to any of our employees or executive officers.

Perquisites

Perquisites are not a significant part of our compensation program and are provided to the executive officers on a limited basis. Because our executive officers’ duties require them to spend a significant amount of time traveling, the Company occasionally pays for charter flights for business purposes and owns a corporate plane. Our executive officers’ personal guests are permitted to fly with them on these flights on limited occasions at nominal or no incremental cost to the Company. In addition, Mr. Souki occasionally uses the corporate plane for personal reasons. We pay for the costs of overseas assignments for all of our employees, including Ms. Gentle who has been assigned to our London office, and we have entered into an indefinite term employment agreement with Mr. Abiteboul in compliance with U.K. law.

Compensation Arrangements for Overseas and Foreign NEOs

Given the nature of our business, it is important to have key leaders working outside of the U.S. and these positions require certain compensation arrangements.

Outside of arrangements with overseas or foreign employees, we do not have employment agreements with our NEOs.

Ms. Gentle currently serves as Executive Vice President-Marketing of the Company and President of Cheniere Marketing. She began serving as Senior Vice President-Marketing of the Company and President of Cheniere Marketing in June 2013. On July 24, 2013, the Compensation Committee approved an Assignment Letter for Ms. Gentle to assign her to the London office, effective August 19, 2013. Ms. Gentle’s assignment will continue until August 18, 2015, unless it is terminated earlier on three months’ written notice or extended by mutual agreement. Ms. Gentle’s assignment may also be terminated if any required visa or work permit in the U.K. is withdrawn or refused. Ms. Gentle remains an at-will employee of the Company at all times during her assignment, subject to the existing terms and conditions of her employment. Ms. Gentle also continues to be eligible to participate in the Company’s annual cash bonus program and long-term incentive plan. We have agreed to a tax equalization arrangement so that Ms. Gentle will receive the same amount of compensation, after taxes, while on assignment as she would have received had she remained resident in the U.S. Ms. Gentle will also receive certain allowances in connection with her assignment. Additional information about Ms. Gentle’s Assignment Letter is provided below in the “Narrative to the Summary Compensation & Grants of Plan-Based Awards Tables.”

On January 30, 2014, the Compensation Committee approved the Terms and Conditions of Employment (the “U.K. Employment Agreement”) between Jean Abiteboul, Senior Vice President-International of the Company, and Cheniere Supply & Marketing, Inc. (U.K. Establishment) (“Cheniere Supply & Marketing”), a wholly owned subsidiary of the Company. Mr. Abiteboul was previously seconded by the Company to Cheniere Supply & Marketing pursuant to an amendment to his French employment agreement dated February 20, 2006, as amended. Pursuant to the U.K. Employment Agreement, Mr. Abiteboul’s French employment agreement was terminated and his employment was transferred to Cheniere Supply & Marketing. Effective April 1, 2015, Mr. Abiteboul’s U.K. Employment Agreement was transferred to Cheniere Marketing Ltd., a wholly owned subsidiary of the Company.

Mr. Abiteboul’s employment under the U.K. Employment Agreement will continue until terminated by either party on six months’ written notice or by Cheniere Marketing Ltd. at any time for cause. The U.K. Employment Agreement also includes a six month non-competition and non-solicitation covenant with Mr. Abiteboul. Mr. Abiteboul is eligible to receive a discretionary bonus subject to performance and on terms and at a level as determined by the Compensation Committee pursuant to the U.K. Employment Agreement. In addition, Mr. Abiteboul receives a housing allowance and car allowance in each case subject to all deductions required by law. Cheniere Marketing Ltd. will pay 60% of the total contributions paid to the Caisse des Français de l’Etranger (“CFE”) in relation to health insurance as well as additional health insurance (mutuelle) and retirement benefits (AGIRC /ARRCO) of Mr. Abiteboul, and Mr. Abiteboul will pay the remaining 40%. Additional information about Mr. Abiteboul’s French employment agreement is provided below in the “Narrative to the Summary Compensation & Grants of Plan-Based Awards Tables.”

Change of Control Agreements

In 2008, the Compensation Committee approved Change of Control Agreements for certain employees of the Company, including the NEOs, which provide for a potential cash payment payable upon a change-in-control of the Company.

The Change of Control Agreements were adopted in recognition that the possibility of a change-in-control existed and that such possibility, and the uncertainty it may create, may result in the distraction or departure of employees to the detriment of the Company and the shareholders. The Change of Control Agreements were designed to ensure that certain employees designated by management and confirmed by the Compensation Committee were not unduly distracted by the circumstances attendant to the possibility of a change-in-control and to encourage their continued attention and dedication to our necessary operations.

Table of Contents

The Change of Control Agreements provide for the same formula for all participating employees. Specifically, upon a change in control, a cash payment in an amount equal to one times (1x) the employees’ base salaries in effect at or immediately prior to the change-in-control will be payable to participating employees.

The cash payments are payable within 30 days of the effective date of the change-in-control. A cessation of an employee’s employment at the previously designated level (including as a result of death or disability) for any reason, a termination of an employee other than for Cause (as defined in the Change of Control Agreements) and a termination by the employee for good reason that occurs not more than three months prior to a change-in-control will be deemed to be a termination of employment pursuant to a change-in-control, provided the employee demonstrates that such cessation or termination of employment was at the request of a third party who has taken steps reasonably calculated to effect a change-in-control or the employee’s termination otherwise arose in connection with or in anticipation of a change-in-control.

The Change of Control Agreements expire on December 31 of each calendar year, but are automatically extended for an additional year each January 1 unless the Compensation Committee determines, and the Company provides notice to employees, that the Change of Control Agreements will not be extended.

Compensation Process

The Compensation Committee, with the support of an independent compensation consultant and company management, handles the development and implementation of our executive compensation program. The Compensation Committee makes recommendations to the Board regarding our executive officers’ compensation for the Board’s final approval.

Role of the Compensation Committee and Board

The Compensation Committee reviews and approves the performance goals established by management which are required to be achieved for our executive officers to earn performance-based compensation. The performance goals are consistent with the strategic business plan of the Company. The Compensation Committee reviews and recommends to the Board for approval the annual compensation, including the competitiveness of each component of the total compensation package, for our CEO and each NEO. Key components of this process include:

Role of Management

Management and the Human Resources department support the Compensation Committee’s process.

Role of the Independent Compensation Consultant

The independent compensation consultant reports to the Compensation Committee Chairman and has direct access to Compensation Committee members. The independent compensation consultant attends Compensation Committee meetings on request and also meets with the Compensation Committee in executive session without management present.

In 2013, we engaged Pearl Meyer & Partners, LLP (“PM&P”) as our independent compensation consultant, and they served as our independent compensation consultant during 2014.

Table of Contents

With respect to engaging PM&P during 2014, we considered whether any conflict of interest existed under the SEC rules and NYSE MKT LLC listing standards. We reviewed the following related to PM&P’s independence: (1) other services provided to us by PM&P; (2) fees paid by us as a percentage of PM&P’s total revenue; (3) policies or procedures maintained by PM&P that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation Committee; (5) any Company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and PM&P or the individual consultants involved in the engagement. We concluded that there were no conflicts of interest that prevented PM&P from serving as an independent consultant to the Compensation Committee on executive compensation matters.

Peer Group and Benchmarking

Each year, the Compensation Committee, with the assistance of management and our independent compensation consultant, reviews external market data to determine the competitiveness of the total compensation package of our executive officers. The market data selected is representative of the energy industry within which we operate and includes companies with similar business activities and with which we compete for executive talent.

The Compensation Committee reviews the following components of each executive officer’s compensation relative to the amount paid to executives in similar positions within the market data: base salary, annual cash bonuses and long-term incentive awards. The market data serves as a point of reference for measuring the compensation of each of our executive officers, but individual compensation decisions are made based on a combination of considerations, including the Company’s overall performance; the individual roles, responsibilities and performance of each of our executive officers; and market competitiveness. The Compensation Committee does not adhere to a rigid benchmarking process in setting compensation; rather, information is used as a market reference for the Compensation Committee.

Survey Data & Peer Group

With assistance from management and our independent compensation consultant, the Compensation Committee reviews our executive officers’ compensation against both nationally recognized published survey data, as well as proxy data from our peer group. The Towers Watson 2013 Energy Services Executive Compensation Survey Report—U.S. was used for 2014. Attached to this Proxy Statement as Exhibit A is the list of companies included in the Towers Watson 2013 Energy Services Executive Compensation Survey Report—U.S.

We made no changes to our peer group in 2014. The following peer group was used as a market reference to our executive officers’ compensation in 2014.

Table of Contents

Other Considerations

Stock Ownership Guidelines

Our Board believes that significant stock ownership by our executive officers strengthens their alignment with shareholders and demonstrates the executive officers’ commitment to the Company and we have rigorous stock ownership guidelines.

All non-employee directors and executive officers are expected to be in full compliance with the guidelines by the fifth anniversary of the original effective date (April 3, 2008) of the guidelines or within five years of initial appointment to a position subject to the guidelines, with certain ownership thresholds that must be met in the interim period. If a non-employee director or executive officer is not in compliance with the guidelines, he or she is required to retain the entire after-tax value of Company stock received upon the vesting of stock awards and the exercise of stock options until the interim threshold requirements or compliance with the guidelines is achieved. The Board recognizes that there may be occasions in which the guidelines place a severe hardship on the individual and has delegated discretion to the Governance and Nominating Committee to determine whether an exemption should be granted to the individual in such instances. All of our non-employee directors and executive officers are in compliance with the guidelines.

Tax and Accounting Considerations

In designing our compensation programs, we take into account the various tax, accounting and disclosure rules associated with various forms of compensation. We also review and consider the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code and design our compensation programs with the intent that they comply with Section 409A of the Internal Revenue Code. We generally seek to preserve tax deductions for executive compensation but recognize that it may be beneficial to grant compensation that is not fully tax deductible when we believe it is in the best interests of the Company and our shareholders.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE COMPENSATION COMMITTEE

David B. Kilpatrick, Chairman

Vicky A. Bailey

Nuno Brandolini

Keith F. Carney

Randy A. Foutch

Table of Contents

SUMMARY COMPENSATION

The following table and narrative text sets forth the total compensation awarded to, earned by or paid to our CEO, Chief Financial Officer (“CFO”) and three other most highly compensated executive officers for 2014, who are referred to as our “NEOs” in the following compensation tables. Effective January 14, 2014, H. Davis Thames ceased to serve as CFO and Michael Wortley was appointed Senior Vice President and CFO of the Company. Both Messrs. Thames’s and Wortley’s total compensation for 2014 is reported in the below table. Mr. Thames left the Company on March 7, 2014. Mr. Feygin joined the Company as Senior Vice President—Strategy and Corporate Development on March 31, 2014.

Summary Compensation Table