| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
Appointment of Chief Financial Officer
On August 4, 2020, the Board of Directors of Cheniere Energy, Inc. (the “Company” or “Cheniere”) appointed Zach Davis, Senior Vice President, Finance of the Company, as Senior Vice President and Chief Financial Officer, effective August 6, 2020 (the “Effective Date”). Mr. Davis will replace Michael J. Wortley, who will step down from his role as Executive Vice President and Chief Financial Officer of the Company effective upon the Effective Date. Mr. Wortley will continue to be employed by the Company through August 31, 2020.
Mr. Davis, 36, serves as Senior Vice President and Chief Financial Officer. Mr. Davis also serves as a director and Senior Vice President and Chief Financial Officer of Cheniere Partners GP, LLC, a wholly-owned subsidiary of Cheniere and the general partner of Cheniere Energy Partners, L.P. Mr. Davis joined Cheniere in November 2013. He previously served as Senior Vice President, Finance since February 2020 and as Vice President, Finance and Planning from October 2016 to February 2020. Mr. Davis has over 13 years of energy finance experience, focusing on strategic advisory assignments and financings for companies, projects and assets in the LNG, power, renewable energy, midstream and infrastructure sectors. Prior to joining Cheniere, Mr. Davis held energy investment banking and project finance roles at Credit Suisse, Marathon Capital and HSH Nordbank. Mr. Davis received a B.S. in Economics from Duke University.
In connection with the appointment to his new position, Mr. Davis’s annual base salary will be increased to $500,000 and he received an award of restricted stock units with a grant date value of $500,000 vesting in equal installments annually through the third anniversary of the grant date.
Additionally, Mr. Davis will also enter into the Company’s standard form of indemnification agreement for officers. The form of indemnification agreement was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 20, 2020.
There are no arrangements or understanding between Mr. Davis and any other persons pursuant to which he was appointed as Senior Vice President and Chief Financial Officer and no family relationship among any of the Company’s directors or executive officers and Mr. Davis. Mr. Davis is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Letter Agreement with Mr. Wortley
On August 5, 2020, the Company and Mr. Wortley entered into a letter agreement (the “Letter Agreement”) setting forth the terms of Mr. Wortley’s transition from the Company.
The Letter Agreement provides that, subject to Mr. Wortley signing an effective release of claims and not resigning his employment prior to August 31, 2020, Mr. Wortley will be entitled to (i) a separation bonus equal to $2,857,000; (ii) vesting of the restricted stock unit awards, excluding any retention awards, scheduled to vest in 2021 and 2022; (iii) vesting of the performance stock unit awards subject to achievement of performance conditions; (iv) a cash payment of $1,946,000, payable in February 2021; (v) a $75,000 transition allowance; and (vi) an amount equal to his 2020 annual base salary payable in regular installments.
A copy of the Letter Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the Letter Agreement does not purport to the complete and is qualified in its entirety by reference to the full text of the Letter Agreement.
