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

 

 

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CHENIERE ENERGY, INC. 2022 PROXY STATEMENT

April 8, 2022

To our Shareholders:

It is our pleasure to invite you to attend the Cheniere Energy, Inc. 2022 Annual Meeting of Shareholders (the “Meeting”). The Meeting will be held at 9:00 a.m. Central Time, on May 12, 2022 at our corporate headquarters located at 700 Milam Street, Suite 1900, Houston, Texas 77002. As part of our precautions regarding COVID-19, we are planning for the possibility that the Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance as promptly as practicable, and details on how to participate will be included in a press release available at www.cheniere.com/2022AnnualMeeting and filed with the Securities and Exchange Commission as additional proxy materials. If you are planning to participate in the Meeting, please check the Company’s website prior to the meeting date.

The following Notice of Annual Meeting describes the business to be conducted at the Meeting. We encourage you to review the materials and vote your shares.

You may vote via the Internet, by telephone, or by submitting your completed proxy card by mail. If you attend the Meeting, you may vote your shares in person if you are a shareholder of record.

Thank you for your continued support as investors in Cheniere Energy, Inc.

Very truly yours,

 

G. Andrea Botta				Jack A. Fusco
Chairman of the Board				President and Chief Executive Officer

CHENIERE ENERGY, INC.

700 Milam Street, Suite 1900

Houston, Texas 77002

(713) 375-5000

 

		NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
		TIME AND DATE:		9:00 a.m., Central Time on May 12, 2022
		PLACE:		Cheniere Energy, Inc. 700 Milam Street, Suite 1900 Houston, TX 77002*
		ITEMS OF BUSINESS:		•  To elect ten members of the Board of Directors named in this proxy statement to hold office for a one-year term expiring at the 2023 Annual Meeting of Shareholders.   •  To approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers for 2021.   •  To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022.   •  To transact such other business as may properly come before the Meeting and any adjournment or postponement thereof.
		RECORD DATE:		You can vote if you were a shareholder of record as of the close of business on March 28, 2022.
		PROXY VOTING:		It is important that your shares be represented and voted at the Meeting. You can vote your shares by completing and mailing the enclosed proxy card or by voting on the Internet or by telephone. See details under the heading “How do I vote?”
		ELECTRONIC AVAILABILITY OF PROXY MATERIALS:		We are making this Proxy Statement, including the Notice of Annual Meeting and 2021 Annual Report on Form 10-K for the year ended December 31, 2021, available on our website at: www.cheniere.com/2022AnnualMeeting.

By order of the Board of Directors

 

 

Sean N. Markowitz

Corporate Secretary

April 8, 2022

 

*

As part of our precautions regarding COVID-19, we are planning for the possibility that the Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance as promptly as practicable, and details on how to participate will be included in a press release available at www.cheniere.com/2022AnnualMeeting and filed with the Securities and Exchange Commission as additional proxy materials. It is important that you retain a copy of the control number found on your proxy card, as such number will be required in order for shareholders to gain access to any meeting held solely by means of remote communication.

TABLE OF CONTENTS

 

 

Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements relating to, among other things, business strategy, performance and expectations for project development, as well as our goals in relation to environmental and social matters. The reader is cautioned not to place undue reliance on these statements and should review the sections captioned “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in our Annual Report on Form 10-K for important information about these statements, including the risks, uncertainties and other factors that could cause actual results to vary materially from the assumptions, expectations and projections expressed in any forward-looking statements. These forward-looking statements speak only as of the date made, and, other than as required by law, we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or developments or otherwise.

 

PROXY SUMMARY

The following is an overview of information that you will find throughout this Proxy Statement in connection with the 2022 Annual Meeting of Shareholders (the “Meeting”) of Cheniere Energy, Inc. (“Cheniere” or the “Company”). This summary does not contain all of the information that you should consider. For more complete information about these topics, please review the complete Proxy Statement prior to voting. For more complete information about our 2021 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2021, available on our website at www.cheniere.com/2022AnnualMeeting. The Notice of Annual Meeting (“Notice”), Proxy Statement, proxy card and 2021 Annual Report on Form 10-K for the year ended December 31, 2021, are being mailed to shareholders on or about April 8, 2022.

 

		ANNUAL MEETING OF SHAREHOLDERS
				TIME AND DATE:		9:00 a.m., Central Time on May 12, 2022
				PLACE:		Cheniere Energy, Inc. 700 Milam Street, Suite 1900 Houston, TX 77002
				RECORD DATE:		The close of business on March 28, 2022 (the “Record Date”)
				VOTING:		Shareholders as of the close of business on the Record Date are entitled to vote. Each share of common stock is entitled to one vote for each matter to be voted upon.
				ADMISSION:		No admission card is required to enter the Meeting, but you will need proof of your stock ownership and valid government-issued picture identification. Please see “Frequently Asked Questions” on page 76 of this Proxy Statement for more information.

VOTING MATTERS AND BOARD RECOMMENDATIONS

 

 

PROPOSAL		DESCRIPTION		BOARD VOTE RECOMMENDATION		PAGE REFERENCE (FOR MORE DETAILS)
1		Election of directors		FOR EACH NOMINEE		9
2		Advisory and non-binding vote on the compensation of the Company’s named executive officers for 2021		FOR		71
3		Ratification of appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2022		FOR		73

 

		2022 PROXY STATEMENT		1

PROXY SUMMARY

 

2021 PERFORMANCE AND

STRATEGIC ACCOMPLISHMENTS

 

The following items highlight our 2021 and recent accomplishments. For more information about these accomplishments and their relationship to our executive compensation program, please see “Compensation Discussion and Analysis” on page 38 of this Proxy Statement.

 

EXCEEDED GUIDANCE & ACHIEVED MEANINGFUL CASH-FLOW INFLECTION POINT   Exceeded high end of initial Full Year 2021 Guidance   Record Revenues of ~$15.9 billion

ANNOUNCED LONG-TERM COMPREHENSIVE CAPITAL ALLOCATION PLAN   Strengthen balance sheet in support of achieving investment grade metrics   Repaid $1.2 billion of indebtedness   Fund financially disciplined growth Stage 3 FID expected in 2022   Return capital to shareholders Initiated quarterly dividend in 3Q’21 and reset $1 billion, 3-year share repurchase program in 4Q’21

ACHIEVED SEAMLESS LNG OPERATIONS & RECORD PRODUCTION, BEST IN CLASS SAFETY ACHIEVEMENT   Achieved record production of >2,000 tbtu and 566 cargoes exported   Effectively managed operations through sustained pricing-related   LNG and U.S. natural gas market volatility as well as unprecedented and extreme weather events at both sites   ~40% reduction in Total Reportable Incident Rate (TRIR)

WORLD-CLASS EXECUTION ON CONSTRUCTION PROGRAM   Corpus Christi Train 3 substantial completion March 2021   Sabine Pass Train 6 first LNG December 2021 and substantial completion timing accelerated by over a year to February 2022

 

*	For a definition of Consolidated Adjusted EBITDA and Distributable Cash Flow and a reconciliation of these non-GAAP measures to net income (loss), the most directly comparable GAAP financial measure, please see Appendix C.

Operational

 

•

As of February 18, 2022, over 2,000 cumulative LNG cargoes totaling approximately 140 million tonnes of LNG have been produced, loaded and exported from the natural gas liquefaction and export facilities at the Corpus Christi LNG terminal (the “CCL Project”) and the natural gas liquefaction and export facilities at the Sabine Pass LNG terminal in Louisiana (the “SPL Project” and, together with the CCL Project, the “Liquefaction Projects”).

 

•

On February 4, 2022, substantial completion of Train 6 of the SPL Project was achieved.

 

•

On March 26, 2021, substantial completion of Train 3 of the CCL Project was achieved.

 

•

For full year 2021, approximately 16.4 million hours of labor were completed with a Total Recordable Incident Rate (employees and contractors combined) of 0.10.

Financial

 

•

For full year 2021, we generated:

 

•

Consolidated Adjusted EBITDA of $4.9 billion, an increase of 23% over full year 2020, exceeding the midpoint of initial full year 2021 guidance by approximately $800 million, or 20%.

 

2		CHENIERE

2021 PERFORMANCE AND STRATEGIC ACCOMPLISHMENTS

 

•

Distributable Cash Flow of approximately $2.0 billion, an increase of approximately 50% over full year 2020, exceeding the midpoint of initial full year 2021 guidance by approximately $700 million, or 50%.

 

•

Net Loss of $2.3 billion (includes non-cash derivative losses).

 

•

In September 2021, our Board of Directors (the “Board”) approved a long-term capital allocation plan which includes (i) the repurchase, repayment or retirement of approximately $1.0 billion of existing indebtedness of the Company each year through 2024 with the intent of achieving consolidated investment grade credit metrics, (ii) initiation of a quarterly dividend for third quarter 2021 at $0.33 per share and (iii) the authorization of an increase in the share repurchase program to $1.0 billion, inclusive of any amounts remaining under the previous authorization as of September 30, 2021, for a three-year term effective October 1, 2021.

 

•

During 2021, we repaid $1.2 billion of indebtedness and raised over $5 billion in aggregate financings across the Cheniere complex, strengthening our balance sheet and executing on our capital allocation plan. Key transactions include:

 

•

In December 2021, we issued a notice of redemption for all $625 million aggregate principal amount outstanding of our 4.25% Convertible Senior Notes due 2045, which were redeemed on January 5, 2022.

 

•

In December 2021, Sabine Pass Liquefaction, LLC (“SPL”) issued an aggregate principal amount of $482 million of Senior Secured Notes due 2037 on a private placement basis. The net proceeds were used to redeem a portion of SPL’s 6.25% Senior Secured Notes due 2022 (the “2022 SPL Senior Notes”). The remaining balance of the 2022 SPL Senior Notes were redeemed with cash on hand, including proceeds from Cheniere Energy Partners, L.P.’s (“CQP”) 3.25% Senior Notes due 2032 (the “CQP 2032 Notes”) issued in September 2021.

 

•

In October 2021, we amended and restated our $1.25 billion Cheniere Revolving Credit Facility to, among other things, (1) extend the maturity through October 2026, (2) reduce the interest rate and commitment fees, which can be further reduced based on our credit ratings and may be positively or negatively adjusted up to five basis points on the interest rate and up to one basis point on the commitment fees based on the achievement of defined environmental, social, and governance (“ESG”) milestones and (3) make certain other changes to the terms and conditions of the existing revolving credit facility.

 

•

In September 2021, CQP issued an aggregate principal amount of $1.2 billion of its CQP 2032 Notes. The net proceeds were used to redeem a portion of the outstanding $1.1 billion aggregate principal amount of CQP’s 5.625% Senior Notes due 2026 (the “2026 CQP Senior Notes”) in September 2021 pursuant to a tender offer. In October 2021, the remaining net proceeds were used to redeem the remaining outstanding principal amount of the 2026 CQP Senior Notes and, together with cash on hand, redeem $318 million of the 2022 SPL Senior Notes.

 

•

In August 2021, Cheniere Corpus Christi Holdings, LLC (“CCH”) issued an aggregate principal amount of $750 million of fully amortizing 2.742% Senior Secured Notes due 2039. The net proceeds were used to prepay a portion of the principal amount outstanding under CCH’s amended and restated term loan credit facility.

 

•

In March 2021, CQP issued an aggregate principal amount of approximately $1.5 billion of 4.000% Senior Notes due 2031. The net proceeds, along with cash on hand, were used to redeem the 5.250% Senior Notes due 2025.

 

•

During 2021, in line with the shareholder return priorities announced as part of our capital allocation plan in September 2021, we:

 

•

Repurchased approximately 0.1 million shares for approximately $9 million, starting in July 2021.

 

•

Declared an inaugural quarterly dividend of $0.33 per share for the third quarter 2021, which was paid on November 17, 2021.

Environmental, Social and Governance

 

•

In October 2021, we announced a partnership with the Thurgood Marshall College Fund to provide $500,000 in scholarships and additional networking opportunities to students enrolled in historically black colleges and universities in the communities where we live and work, including: Howard University, Prairie View A&M University, Southern University and Texas Southern University.

 

•

In November 2021, Diversity, Equity and Inclusion (“DEI”) oversight was added to the charter of the Governance and Nominating Committee.

 

•

In October 2021, we amended and restated our $1.25 billion revolving credit facility with 23 financial institutions, incorporating certain terms and conditions, including interest rate, tied to defined ESG milestones.

 

		2022 PROXY STATEMENT		3

PROXY SUMMARY

 

•

In August 2021, we announced the publication of our peer-reviewed Greenhouse Gas Life Cycle Analysis (“LCA”), published in the American Chemical Society Sustainable Chemistry & Engineering Journal.

 

•

In July 2021, the Board appointed two new members, Patricia K. Collawn and Lorraine Mitchelmore, following the departure of Nuno Brandolini, who had served as a member of the Board since 2000, further evidencing the Board’s commitment to continued refreshment of its members.

 

•

In June 2021, we published Built for the Challenge, our second corporate responsibility report.

 

•

In June 2021, we announced our collaboration with multiple natural gas suppliers and academic institutions to quantify, monitor, report and verify (“QMRV”) greenhouse gas emissions of natural gas production sites, in order to improve the overall understanding of upstream greenhouse gas (“GHG”) emissions and further the deployment of advanced monitoring technologies and protocols.

 

•

In May 2021, in collaboration with Shell, we delivered our first carbon-neutral cargo of U.S. LNG to Europe.

 

•

In April 2021, we published key findings of a climate scenario analysis, an important component of the Task Force on Climate-Related Financial Disclosures (“TCFD”) framework, to understand the resilience of Cheniere’s existing and future business in various energy transition scenarios.

 

•

In February 2021, we announced that we plan to begin providing our LNG customers with greenhouse gas emissions data associated with each LNG cargo produced at our Liquefaction Projects (“CE Tags”). The CE Tags are designed to enhance environmental transparency by quantifying the estimated GHG emissions of LNG cargoes from the wellhead to the cargo delivery point.

 

•

In February 2021, we updated our annual performance scorecard to include an ESG metric for 2021. For 2022, we have further enhanced this metric to include additional quantifiable criteria with which to measure our progress. ESG metrics, inclusive of safety, represent 30% of the overall annual performance scorecard for 2022.

 

4		CHENIERE

CORPORATE GOVERNANCE

 

CORPORATE GOVERNANCE

 

We are 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 directors the structure necessary to provide oversight, advice and counsel to Cheniere.

Since our 2017 Annual Meeting, we have taken the following governance actions:

 

•

engaged with shareholders holding in excess of 50% of our common stock each year regarding governance matters;

 

•

added details regarding the experience of our directors and the diversity of our Board to our proxy statements;

 

•

increased ownership levels in our director and executive officer ownership guidelines;

 

•

adopted non-employee director equity compensation limits;

 

•

expanded the oversight responsibilities of the Governance and Nominating Committee to include oversight of ESG issues and our strategies, activities and initiatives related to diversity, equity and inclusion;

 

•

issued our inaugural corporate responsibility report in 2020, titled First and Forward, and our second report in 2021, titled Built for the Challenge;

 

•

added a 15-year term limit to our director retirement policy; and

 

•

increased our proxy statement disclosure surrounding our climate strategy, human capital management and human rights and labor standards.

The “Governance Information” section of this Proxy Statement, beginning on page 19, describes our corporate governance structure and policies, which include the following:

 

Board Independence		•  8 out of 10 of our current directors and director nominees are independent. •  Independent directors meet regularly without management present. •  Our President and CEO is the only management director.
Board Composition		•  The Board consists of 10 directors, with an average age of 60.6 and average tenure of 7.1 years (as of May 12, 2022). •  The Board values diversity, experience and relevant skillsets in assessing its composition.
Board Performance		•  The Board regularly assesses its performance through Board and committee self-evaluations.
Board Committees		•  We have three standing Board committees—Audit, Governance and Nominating and Compensation. •  All of our Board committees are comprised of and chaired solely by independent directors.
Leadership Structure		•  Our Chairman of the Board and CEO roles were split in December 2015. •  Our independent Non-Executive Chairman of the Board provides leadership to the Board and ensures that the Board operates independently of management.
Risk Oversight		•  The Board has oversight responsibility for assessing the primary risks (including liquidity, credit, operations, ESG 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 review the risks that are within their areas of responsibility.
Open Communication		•  We encourage open communication and strong working relationships among the Non-Executive Chairman of the Board and other directors. •  Our directors have access to management and employees.
Director and   Executive Stock   Ownership		•  We have had rigorous stock ownership guidelines for our directors and executive officers since 2008, including amendments to our guidelines for our directors in February 2017, and for our executive officers in February 2021, to make them more rigorous.
Director Compensation   Limit		•  We have capped the annual ordinary course equity award that may be granted to a non-employee director at $495,000 per calendar year. Please see “Director Compensation” on page 30 of this Proxy Statement.

 

		2022 PROXY STATEMENT		5

PROXY SUMMARY

 

Accountability to   Shareholders		•  Directors are elected annually by a majority of the votes cast with respect to such director. If a director does not receive the necessary vote at the annual meeting, he/she is required to tender their resignation for consideration by the Board. •  The Board maintains a process for shareholders to communicate with the Board. •  We conduct an annual advisory say-on-pay vote. •  A shareholder, or a group of up to 20 shareholders, continuously owning at least 3% of our common stock for at least the prior 3 consecutive years (and meeting certain other requirements) has the ability to nominate up to 20% of the number of directors serving on our Board via our proxy statement (proxy access). •  Special meetings may be called upon the written request of at least 50.1% of the outstanding shares of common stock of the Company, as set forth in our Bylaws.
Succession Planning		•  The Governance and Nominating Committee has oversight of succession planning, both planned and emergency, for the Chief Executive Officer.
Governance Policies		•  Directors are required to retire upon the earlier of reaching 75 years of age or, beginning at the Company’s 2023 annual meeting of shareholders, 15 years of service, in order to encourage board refreshment. Upon the recommendation of the Governance and Nominating Committee, the Board may waive these requirements as to any non-employee director if it deems such waiver to be in the best interests of the Company. •  We maintain codes of conduct for directors, officers and employees. •  We do not allow pledging of Company stock as collateral for a loan or holding Company stock in margin accounts. •  We do not allow hedging or short sales of Company stock. •  We do not have a shareholder rights plan, or “poison pill.”

OUR DIRECTOR NOMINEES

 

You are being asked to vote on the election of the 10 director nominees listed below. Each director is elected annually by a majority of the votes cast. Detailed information about each nominee, including background, skills and expertise, can be found in “Proposal 1 – Election of Directors” beginning on page 9.

 

NAME		AGE (AS OF MAY 12, 2022)		DIRECTOR SINCE		PRINCIPAL OCCUPATION
G. Andrea Botta		68		2010		Chairman of the Board, Cheniere Energy, Inc.; President, Glenco LLC
Jack A. Fusco		59		2016		President and Chief Executive Officer, Cheniere Energy, Inc.
Vicky A. Bailey		70		2006		President, Anderson Stratton International, LLC
Patricia K. Collawn		63		2021		Chairman, President and Chief Executive Officer, PNM Resources, Inc.
David B. Kilpatrick		72		2003		President, Kilpatrick Energy Group
Lorraine Mitchelmore		59		2021		Director, Suncor Energy Inc. and Bank of Montreal, Former President and Chief Executive Officer, Enlighten Innovations Inc.
Scott Peak		41		2022		Managing Partner and Chief Investment Officer, Brookfield Infrastructure
Donald F. Robillard, Jr.		70		2014		President of Robillard Consulting, LLC, Former Executive Vice President, Chief Financial Officer and Chief Risk Officer of Hunt Consolidated, Inc. and Former Chief Executive Officer and Chairman, ES Xplore, LLC
Neal A. Shear		67		2014		Senior Advisor and Chair of the Advisory Committee of Onyxpoint Global Management LP
Andrew J. Teno		37		2021		Portfolio Manager of Icahn Capital LP

All director nominees are independent, except Jack A. Fusco and Scott Peak. Each director nominee attended or participated in at least 75% of the aggregate number of all meetings of the Board and of each committee on which he or she sits for which the director was eligible to attend in 2021, with the exception of Scott Peak who was not then a member of the Board.

 

6		CHENIERE

EXECUTIVE COMPENSATION HIGHLIGHTS

 

EXECUTIVE COMPENSATION HIGHLIGHTS

 

Compensation Governance Practices

 

•

Clear, direct link between pay and performance

 

•

Majority of incentive awards earned based on performance

 

•

No hedging or “short sales” of Company stock

 

•

No pledging of Company stock as collateral for a loan or holding Company stock in margin accounts

 

•

Robust stock ownership guidelines

 

•

No defined benefit retirement plan or supplemental executive retirement plan

 

•

Strong compensation risk management program

 

•

Non-employee director equity compensation limits

 

•

Minimum vesting schedule for long-term incentive awards of at least 12 months, subject to limited exceptions

 

•

No material perquisites

 

•

Solicit annual advisory vote on executive compensation

 

•

Annually review the independence of the compensation consultant retained by the Compensation Committee

Philosophy and Objectives

We are committed to a pay-for-performance executive compensation program that aligns the interests of our Named Executive Officers (“NEOs”) with the key drivers of long-term growth and creation of shareholder value. The executive compensation program has evolved over the last several years, corresponding to the Company’s transition from a development company into a leading LNG operator. Changes to the executive compensation program were influenced by market practices, feedback from shareholders, and to support the program’s primary objectives.

The Board and the Compensation Committee believe the design of our executive compensation program, and the Committee’s decisions and outcomes in 2021, support our compensation philosophy and objectives, including:

 

•

Annual and long-term incentive awards are primarily performance-based

 

•

Annual incentive awards earned are based on achievement of specific financial, operating, safety and strategic goals

 

•

Performance-based long-term incentive awards are tied to specific and formulaic financial performance and stock price growth objectives

2021 Compensation Highlights

During 2021, the Compensation Committee and Board continued to monitor market conditions and address feedback from key stakeholders and our compensation consultant. Key outcomes and developments included:

 

•

The annual incentive plan generated an above-target payout for our NEOs based upon the Company’s 2021 performance across multiple financial, operating, safety and strategic metrics. The Committee made no changes to the performance goals originally established for the 2021 performance period.

 

•

Performance share units awarded in 2019 also generated an above-target payout for our NEOs based upon the Company’s performance across the performance metrics of cumulative Distributable Cash Flow per share and Absolute Total Shareholder Return over the 2019-2021 period.

 

•

In February 2021, the Board approved our 2021 annual performance scorecard which included new ESG-related metrics and milestones, illustrating our Company-wide commitment to these important issues. In 2022, ESG metrics, inclusive of safety, will represent 30% of the annual performance scorecard.

During 2021, members of our Board and senior management engaged with shareholders holding more than 50% of our outstanding common stock, and with proxy advisory firms. We are committed to maintaining an open dialogue with our shareholders to ensure the successful evolution of our executive compensation program going forward.

 

		2022 PROXY STATEMENT		7

PROXY SUMMARY

 

RATIFICATION OF KPMG AS AUDITOR FOR 2022

 

As a matter of good corporate governance, we are asking our shareholders to ratify, on an advisory (non-binding) basis the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2022. The following table sets forth the fees billed to us by KPMG LLP for professional services for 2021 and 2020.

 

			2021				2020
Audit Fees		$	6,664,593			$	6,808,018
Audit Related Fees		$	—			$	—
Tax Fees		$	24,773			$	—
All Other Fees		$	3,000			$	3,000
Total		$	6,692,366			$	6,808,018

See “Report of the Audit Committee” on page 72 and the information provided in Proposal 3, beginning on page 73, for more details.

 

8		CHENIERE

 

PROPOSAL 1 – ELECTION OF DIRECTORS

DIRECTORS AND NOMINEES

 

This year, there are 10 nominees standing for election as directors at the Meeting. Below is a summary of our director nominees, including their committee memberships as of April 8, 2022. The Board, with assistance from the Governance and Nominating Committee, will evaluate and reassign committee memberships as needed following the Meeting and election of the director nominees. Detailed information about each director’s background, skills and expertise is provided below.

 

NOMINEE COMMITTEE MEMBERSHIPS

NAME   CURRENT POSITION

AGE (AS OF MAY 12, 2022)

DIRECTOR SINCE

INDEPENDENT

AUDIT

GOVERNANCE AND NOMINATING

COMPENSATION

G. Andrea Botta Chairman of the Board, Cheniere Energy, Inc. President, Glenco LLC

68

2010

YES

Chair

Jack A. Fusco President and Chief Executive Officer, Cheniere Energy, Inc.

59

2016

NO

Vicky A. Bailey President, Anderson Stratton International, LLC

70

2006

YES

●

●

Patricia K. Collawn Chairman, President and Chief Executive Officer PNM Resources, Inc.

63

2021

YES

F

●

David B. Kilpatrick President, Kilpatrick Energy Group

72

2003

YES

●

●

Lorraine Mitchelmore Director, Suncor Energy Inc. and Bank of Montreal

59

2021

YES

●

●

Scott Peak Managing Partner and Chief Investment Officer, Brookfield Infrastructure

41

2022

NO

Donald F. Robillard, Jr. President of Robillard Consulting, LLC

70

2014

YES

Chair; F

●

Neal A. Shear Senior Advisor and Chair of the Advisory Committee of Onyxpoint Global Management LP

67

2014

YES

●

Chair

Andrew J. Teno Portfolio Manager, Icahn Capital LP

37

2021

YES

F

F = Audit Committee Financial Expert

The Board has determined that Ms. Collawn and each of Messrs. Robillard and Teno is an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the Securities and Exchange Commission (“SEC”).

 

		2022 PROXY STATEMENT		9

PROPOSAL 1 – ELECTION OF DIRECTORS

 

Summary of Director Core Competencies

Our director nominees complement each other to create a well-rounded boardroom, and each adds:

 

•

A deep commitment to stewardship

•

A proven record of success

•

Unique and valuable insight

 

There are 10 nominees standing for election as directors at the Meeting. Each nominee, if elected, will hold office for a one-year term expiring at the 2023 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 has consented to serve as a director if elected or re-elected.

Each of the director nominees currently serves on the Board. 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 10 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 specific 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 unanimously recommends a vote FOR the election of the 10 nominees as directors of the Company to hold office for a one-year term expiring at the 2023 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

 

 

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DIRECTOR NOMINATIONS AND QUALIFICATIONS

 

DIRECTOR NOMINATIONS AND QUALIFICATIONS

 

Director Nomination Policy and Procedures. Our Director Nomination Policy and Procedures is 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 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.

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:

 

•

highest professional and personal ethical standards and integrity;

 

•

high level of education and/or business experience;

 

•

broad-based business acumen;

 

•

commitment to understand the Company’s business and industry;

 

•

sufficient time to effectively carry out their duties;

 

•

strategic thinking and willingness to share ideas;

 

•

loyalty and commitment to driving the success of the Company;

 

•

network of business and industry contacts; and

 

•

diversity of experiences, expertise, backgrounds and other demographics among members of the Board.

Director Search. In 2021, we engaged an independent director search firm to help identify prospective director candidates, with the goal of adding two directors to our Board. Ms. Collawn was recommended by a non-management director to the independent director search firm in connection with this process, and Ms. Mitchelmore was recommended by the independent director search firm. We are continuing to work with an independent director search firm to identify prospective director candidates. In addition to the minimum criteria described above, the Governance and Nominating Committee evaluated the skill sets needed to maximize Board effectiveness and support the strategic direction of the Company. We looked at a diverse pool of candidates, considering each candidate’s business or professional experience, demonstrated leadership ability, integrity and judgment, record of public service, diversity, financial and technological acumen and international and ESG experience. We view and define diversity in a broad sense, which includes gender, ethnicity, age, education, experience and leadership qualities.

Practices for Considering Diversity. The minimum criteria for selection of members to serve on our Board are designed to ensure 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, regulatory compliance and ESG. 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 (other than Proxy Access). A shareholder of the Company may nominate a candidate or candidates for election to the Board at an annual meeting of shareholders if such shareholder (1) was a shareholder of record at the time the notice provided for below is delivered to the Corporate Secretary, (2) is entitled to vote at the meeting of shareholders called for the election of directors and is entitled to vote upon such election and (3) complies with the notice procedures set forth in our Bylaws, as amended (the “Bylaws”). 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 (and only if) the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary

 

		2022 PROXY STATEMENT		11

PROPOSAL 1 – ELECTION OF DIRECTORS

 

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. The Governance and Nominating Committee will review and consider any candidates submitted by a shareholder or shareholder group in the same manner as all other candidates.

Director Nominations for Inclusion in Proxy Statement (Proxy Access). A shareholder, or group of up to 20 shareholders, continuously owning at least 3% of the Company’s common stock for at least the prior three consecutive years (and meeting the other requirements set forth in our Bylaws) may nominate for election to our Board and inclusion in our proxy statement for our annual meeting of shareholders up to 20% of the number of directors then serving on our Board.

The notice must include all information required by our Bylaws, which are available on our website at www.cheniere.com. In addition to complying with the other requirements set forth in our Bylaws, an eligible shareholder must provide 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 for purposes of proxy access, a shareholder’s notice must be delivered not later than the close of business on the 120th day, nor earlier than the 150th day, prior to the first anniversary of the date that the Company first mailed its proxy statement to shareholders for the prior year’s annual meeting of shareholders. However, if (and only if) the annual meeting is not scheduled to be held within a period that commences 30 days before such anniversary date and ends 30 days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Meeting Date”), notice must be given in the manner provided in our Bylaws by the later of the close of business on the date that is 180 days prior to such Other Meeting Date and the 10th day following the date on which public announcement of such Other Meeting Date is first made.

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” below.

Director Retirement Policy. The Board maintains 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 in 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. Additionally, in order to encourage Board refreshment, the Board revised the director retirement policy in 2020 to provide that directors who have reached 15 years of service on the Board will also not be eligible for re-nomination to the Board at the annual meeting of shareholders of the Company in the year at which such director’s current term expires, subject to Board discretion and providing a transition period for current directors who already meet the 15 years of service to remain on the Board until the annual meeting of shareholders of the Company to be held in 2023. 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. As a result of our focus on Board refreshment, in 2021 one of our long-serving directors, Mr. Nuno Brandolini, retired, and Mses. Collawn and Mitchelmore joined the Board.

 

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DIRECTOR BIOGRAPHIES

 

DIRECTOR BIOGRAPHIES

 

 

		JACK A. FUSCO   PRESIDENT & CEO		AGE: 59   DIRECTOR SINCE: 2016

 

 

		2022 PROXY STATEMENT		13

PROPOSAL 1 – ELECTION OF DIRECTORS

 

		G. ANDREA BOTTA   CHAIRMAN OF THE BOARD AND CHAIRMAN OF GOVERNANCE AND NOMINATING COMMITTEE		AGE: 68   DIRECTOR SINCE: 2010

 

 

		VICKY A. BAILEY   MEMBER OF AUDIT COMMITTEE AND GOVERNANCE AND NOMINATING COMMITTEE		AGE: 70   DIRECTOR SINCE: 2006

 

 

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DIRECTOR BIOGRAPHIES

 

		PATRICIA K. COLLAWN   MEMBER OF AUDIT COMMITTEE AND COMPENSATION COMMITTEE		AGE: 63   DIRECTOR SINCE: 2021

 

 

		DAVID B. KILPATRICK   MEMBER OF AUDIT COMMITTEE AND COMPENSATION COMMITTEE		AGE: 72   DIRECTOR SINCE: 2003

 

 

		2022 PROXY STATEMENT		15

PROPOSAL 1 – ELECTION OF DIRECTORS

 

		LORRAINE MITCHELMORE   MEMBER OF AUDIT COMMITTEE AND GOVERNANCE AND NOMINATING COMMITTEE		AGE: 59   DIRECTOR SINCE: 2021

 

 

		SCOTT PEAK   DIRECTOR		AGE: 41   DIRECTOR SINCE: 2022

 

 

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DIRECTOR BIOGRAPHIES

 

		DONALD F. ROBILLARD, JR.   CHAIRMAN OF AUDIT COMMITTEE AND MEMBER OF GOVERNANCE AND NOMINATING COMMITTEE		AGE: 70   DIRECTOR SINCE: 2014

 

 

		NEAL A. SHEAR   CHAIRMAN OF COMPENSATION COMMITTEE AND MEMBER OF GOVERNANCE AND NOMINATING COMMITTEE		AGE: 67   DIRECTOR SINCE: 2014

 

 

		2022 PROXY STATEMENT		17

PROPOSAL 1 – ELECTION OF DIRECTORS

 

		ANDREW J. TENO   MEMBER OF AUDIT COMMITTEE		AGE: 37   DIRECTOR SINCE: 2021

 

 

18		CHENIERE

 

GOVERNANCE INFORMATION

BOARD COMMITTEE MEMBERSHIP AND MEETING ATTENDANCE

 

The following table shows our director nominees’ fiscal year 2021 membership and chairpersons of our Board committees, Board and committee meetings held and attendance as a percentage of meetings eligible to attend, with the exception of Mr. Peak who was not a member of the Board in 2021. The current Chair of the Board and each committee is indicated in the table.

 

		NUMBER OF MEETINGS HELD		BOTTA		FUSCO		BAILEY		COLLAWN		KILPATRICK		MITCHELMORE		ROBILLARD		SHEAR		TENO
Board		8		100% Chair		100%		88%		100%		100%		100%		100%		100%		100%
Audit Committee		7		—		—		100%		100%		100%		100%		100% Chair		—		100%
Governance and Nominating Committee		7		100% Chair		—		100%		—		—		100%		—		—		—
Compensation Committee		6		—		—		—		100%		100%		—		—		100% Chair		—

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 American LLC (“NYSE American”) independence standards, which are listed below. The Board also considers relationships that a director may have:

 

•

as a partner, shareholder or officer of organizations that do business with or provide services to Cheniere;

 

•

as an executive officer of charitable organizations to which we have made or make contributions; and

 

•

that may interfere with the exercise of a director’s independent judgment.

The NYSE American independence standards state that the following list of persons will not be considered independent:

 

•

a director who is, or during the past three years was, employed by the Company or by any parent or subsidiary of the Company other than prior employment as an interim executive officer for less than one year;

 

•

a director who accepts, or has an immediate family member who accepts, any compensation from the Company or any parent or subsidiary of the Company in excess of $120,000 during any period of 12 consecutive months within the past three years, other than compensation for Board or committee services, compensation paid to an immediate family member who is a non-executive employee of the Company, compensation received for former service as an interim executive officer provided the interim service did not last longer than one year, benefits under a tax-qualified retirement plan or non-discretionary compensation;

 

•

a director who is an immediate family member of an individual who is, or has been in any of the past three years, employed by the Company or any parent or subsidiary of the Company as an executive officer;

 

•

a director who is, or has an immediate family member who is a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments (other than those arising solely from investments in the Company’s securities or payments under non-discretionary charitable contribution matching programs) that exceed 5% of the organization’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the most recent three fiscal years;

 

•

a director who is, or has an immediate family member who is, employed as an executive officer of another entity where at any time during the most recent three fiscal years any of the Company’s executive officers serve on the compensation committee of such other entity; or

 

		2022 PROXY STATEMENT		19

GOVERNANCE INFORMATION

 

•

a director who is, or has an immediate family member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

As of April 2022, the Board determined that Messrs. Botta, Kilpatrick, Robillard, Shear and Teno and Mses. Bailey, Collawn and Mitchelmore are independent, and that none of them has a relationship that may interfere with the exercise of his or her independent judgment. In addition, the Board determined that Mr. Brandolini, Andrew Langham and Courtney Mather, who each served as a director for all or a portion of 2021, were independent.

BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

 

Board Leadership Structure. Mr. Botta serves as the Non-Executive Chairman of the Board. Mr. Fusco serves as President and CEO of the Company.

The Company has in place strong governance mechanisms to ensure the continued accountability of the CEO to the Board and to provide strong independent leadership, including the following:

 

•

the Non-Executive Chairman of the Board provides independent leadership to the Board and ensures that the Board operates independently of management and that directors have an independent leadership contact;

 

•

each of the Board’s standing committees, consisting of the Audit, Compensation and Governance and Nominating Committees, are chaired by and comprised solely of non-employee directors who meet the independence requirements under the NYSE American listing standards and the SEC;

 

•

the independent directors of the Board, along with the Compensation Committee, evaluate the CEO’s performance and determine his compensation;

 

•

the independent directors of the Board meet in executive sessions without management present and have the opportunity to discuss the effectiveness of the Company’s management, including the CEO, the quality of Board meetings and any other issues and concerns; and

 

•

the Governance and Nominating Committee has oversight of succession planning, both planned and emergency, and the Board has approved an emergency CEO succession process.

The Board believes that its leadership structure assists the Board’s role in risk oversight. See the discussion on the “Board’s Role in Risk Oversight” below.

Non-Executive Chairman of the Board. The Non-Executive Chairman of the Board position is held by Mr. Botta, an independent director. The Board has appointed an independent Non-Executive Chairman of the Board to provide independent leadership to the Board. The Non-Executive Chairman of the Board role allows the Board to operate independently of management with the Non-Executive Chairman of the Board providing an independent leadership contact to the other directors. The responsibilities of the Non-Executive Chairman of the Board are set out in a Non-Executive Chairman of the Board Charter. These responsibilities include the following:

 

•

preside at all meetings of the Board, including executive sessions of the independent directors;

 

•

call meetings of the Board and meetings of the independent directors, as may be determined in the discretion of the Non-Executive Chairman of the Board;

 

•

work with the CEO and the Corporate Secretary to prepare the schedule of Board meetings to assure that the directors have sufficient time to discuss all agenda items;

 

•

prepare the Board agendas in coordination with the CEO and the Corporate Secretary;

 

•

advise the CEO of any matters that the Non-Executive Chairman of the Board determines should be included in any Board meeting agenda;

 

•

advise the CEO as to the quality, quantity, appropriateness and timeliness of the flow of information from the Company’s management to the Board;

 

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SHAREHOLDER OUTREACH–GOVERNANCE

 

•

recommend to the Board the retention of consultants who report directly to the Board;

 

•

act as principal liaison between the directors and the CEO;

 

•

in the discretion of the Non-Executive Chairman of the Board, participate in meetings of the committees of the Board;

 

•

in the absence of the CEO or as requested by the Board, act as the spokesperson for the Company; and

 

•

be available, if requested, for consultation and direct communication with major shareholders of the Company.

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, ESG 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 managing 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 mitigate such exposures, including the Company’s risk assessment and risk management policies. The Audit Committee also monitors the effectiveness of the Company’s internal control over financial reporting and legal and regulatory compliance, and confers with our independent registered public accounting firm on the results of its processes to assess risk in the context of its audit engagement. The Governance and Nominating Committee reviews with management the current and emerging environmental, sustainability and social responsibility issues impacting the Company. The Compensation Committee oversees the management of risks relating to our compensation plans and arrangements, including assessments of the relationship among the Company’s risk management policies and practices, corporate strategy and compensation policies and practices. For a discussion of the Compensation Committee’s risk oversight, please see “Review of Compensation Risk” on page 29 of this Proxy Statement. The Board and its committees regularly discuss the risks related to the Company’s business strategy at their meetings.

SHAREHOLDER OUTREACH—GOVERNANCE

 

The Company proactively engages with shareholders on governance topics as a matter of strategic priority, and the continuous evolution of our governance framework is a product of the Board’s responsiveness to shareholder input.

Ahead of our 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”), members of our Board and senior management led engagements with shareholders representing more than 50% of our outstanding common stock, as well as proxy advisory firms, through both video and telephonic meetings, with governance topics being a priority in these engagements.

Following our 2021 Annual Meeting, members of our Board and senior management engaged with shareholders holding more than 50% of our outstanding common stock. We intend to continue our proactive and constructive shareholder engagement efforts going forward and to consider any and all shareholder input with respect to our governance framework. Key outcomes and developments since the 2021 Annual Meeting include:

 

•

The Board appointed two new members, Patricia K. Collawn and Lorraine Mitchelmore, following the departure of Nuno Brandolini, who had served as a member of the Board since 2000, further evidencing the Board’s commitment to continued refreshment of its members. Ms. Collawn currently serves as the Chairman, President and Chief Executive Officer of PNM Resources, Inc., positions she expected to resign from in 2021 upon the consummation of a merger of PNM Resources with AVANGRID, Inc. that has been unexpectedly delayed.

 

•

DEI oversight was added to the charter of the Governance and Nominating Committee.

The Board believes that its current system of corporate governance oversight enables the directors to prioritize the long-term interests of the Company and our shareholders and be prudent stewards of shareholder capital. In addition, the Board is responsive to evolution in the general corporate governance environment.

Key Themes from Our Shareholder Outreach

Our shareholders have varying methodologies and analytical processes for evaluating governance programs. However, a number of common themes emerged during our engagements with shareholders, which included:

 

•

Continued improvement in disclosure regarding the Company’s prioritization and efforts regarding Environmental, Social, and Governance issues. Since our 2021 Annual Meeting, we have announced several significant milestones and achievements

 

		2022 PROXY STATEMENT		21

GOVERNANCE INFORMATION

 

related to ESG; specifically with respect to our initiatives on climate, sustainability and social issues within our communities, as well as governance. Shareholders have applauded these efforts, particularly Cheniere’s leadership on data-driven transparency, integrating sustainability throughout the business, and the comprehensive scope and level of disclosure detail of Built for the Challenge, our second corporate responsibility report. Addressing ESG-related issues and opportunities in a transparent, data-driven manner with our shareholders is a key focus of the Company’s executive management, with oversight from the Governance and Nominating Committee of the Board, and we have made significant progress with respect to addressing these issues and opportunities. In addition to our standalone corporate responsibility report, we have enhanced disclosure regarding ESG and the Company’s progress across key related areas below in “Corporate Responsibility.” We will continue to work to address these important issues and evolve our related disclosure in the future.

 

•

Continued monitoring and implementation of best governance practices. Our shareholders have expressed a desire that our Board continue to actively monitor changes in the general corporate governance environment and consider any appropriate changes to our governance practices. Our Board recognizes the importance of evolving governance best practices, is responsive to changes in the general corporate governance environment and strives to implement best governance practices in a timely manner.

Please see page 41 of this Proxy Statement for a discussion regarding actions taken by our Board with respect to compensation matters as a result of shareholder outreach.

CORPORATE RESPONSIBILITY

 

Cheniere’s vision is to provide clean, secure, and affordable energy to the world. This vision underpins our commitment to respond to the world’s shared energy challenges—expanding the global supply of clean and affordable energy, improving air quality, reducing emissions, and supporting the transition to a lower-carbon future. Cheniere’s approach to corporate responsibility is guided by our Climate & Sustainability Principles: Transparency, Science, Supply Chain, and Operational Excellence.

In 2021, we published Built for the Challenge, our second Corporate Responsibility (“CR”) report, which outlines Cheniere’s commitment to sustainability and our performance on key environmental, social, and governance (“ESG”) metrics. The report sets forth our progress towards aligning with multiple relevant reporting frameworks, including the Task Force on Climate-Related Financial Disclosures (“TCFD”), Sustainability Accounting Standards Board (“SASB”), the Global Reporting Initiative (“GRI”), as well as IPIECA, an ESG-focused oil and gas industry association.

We are focused on improving our ESG performance, as we believe this will preserve and enhance our shareholder returns, and the benefits of improved performance are enjoyed by all of Cheniere’s stakeholders. Our progress in this regard is reflected by the scores applied to Cheniere by widely referenced ESG rating entities. In 2021, Cheniere received the following scores and recognition:

 

•

MSCI: A (on a scale of AAA-CCC) in the MSCI ESG Ratings assessment

 

•

Sustainalytics: ESG Risk Rating of 24.6, considered a medium risk assessment

 

•

Just Capital: recognized as a JUST 100 leader in 2022, designated as #1 in the Energy Equipment & Services category and #35 overall out of 954 companies

ESG Governance

ESG is overseen by the Board. The Governance and Nominating Committee is responsible for reviewing our climate and sustainability policies, strategies, and actions. Executive-level managers oversee our major ESG focus areas, including climate, environment, human capital, safety, community and governance. Executive management provides regular updates on these topics to the Board.

In 2021, the Board received quarterly updates from management on climate and sustainability, including a session focused on climate risks, opportunities, and strategies. Further demonstrating our commitment to integrating ESG into our overall corporate strategy, our 2021 annual performance scorecard included an ESG metric of 10% of the total 2021 scorecard value for all Cheniere employees.

Climate Strategy

As the leading U.S. LNG exporter, we support the global energy transition as we supply customers with affordable, reliable and cleaner-burning natural gas. Our climate strategy focuses on evidence-based science, operations excellence and transparent

 

22		CHENIERE

CORPORATE RESPONSIBILITY

 

collaboration along our supply chain, to better understand the emissions profile of the LNG we deliver to our customers, and to identify strategic and cost-effective opportunities to improve GHG performance. To maximize the environmental benefits of our LNG, we believe it is important to develop future climate goals and strategies based on an accurate and holistic assessment of the emissions profile of our LNG, accounting for all steps in the supply chain.

Industry Leadership: Science and Transparency

Cheniere is taking real action to better understand climate risk, working with experts from world-renowned institutions to help shape our climate programs and strategies in order to maximize the climate benefits of our LNG for our global customers, and to further reinforce the resilience and competitiveness of our business over the long-term. Cheniere’s efforts and programs, built upon our Climate & Sustainability Principles, are focused on data-driven science and transparency to understand and quantify the GHG emissions associated with our LNG supply chain. Examples include:

 

•

Life Cycle Assessment (“LCA”): We sponsored a first-of-its-kind supplier-specific life cycle assessment in a peer-reviewed scientific journal (co-authored by individuals from University of Texas at Austin, Queen Mary University of London, and Duke University)

 

•

QMRV: We formed a collaboration with multiple natural gas suppliers to develop a robust quantification, monitoring, reporting, and verification (“QMRV”) program at scale (supported by researchers from the Payne Institute for Public Policy at the Colorado School of Mines, and Harrisburg University of Science and Technology)

 

•

LNG Shipping Study: We supported a first-of-its-kind study to directly measure GHG emissions on an operating LNG vessel

Increasing transparency on emissions data across our value chain is another core element of our climate strategy. We believe this transparency provides critical decision-useful information to enable Cheniere and our value chain partners, from upstream producers, midstream infrastructure providers, LNG ship owners and downstream LNG consumers, to identify the most effective opportunities to drive continuous improvements in emissions performance.

As an integral part of our climate strategy, beginning in 2022, Cheniere plans to provide our long-term customers with estimated GHG emissions data associated with each cargo we deliver. These cargo emissions tags (“CE Tags”) will measure the cargo-specific emissions date from the wellhead to the delivery point. The CE Tags will be generated using our LCA modeling framework described above.

Reliable, decision-useful information coupled with mutually beneficial collaboration between Cheniere and its stakeholders is expected to improve the climate competitiveness of our LNG and strengthen the resilience of our business over the long-term.

2021 Transitional Risk Analysis

In April 2021, we published a Climate Scenario Analysis report, which analyzed the long-term resilience of Cheniere’s business under multiple long-term climate scenarios, including a trajectory consistent with the goals of the Paris Agreement to limit global warming to well below 2°C compared to pre-industrial levels. The report was informed by the recommendations of the TCFD. Under all scenarios evaluated and subject to the assumptions contained therein, the report concludes that Cheniere is positioned to help meet growing demand for LNG through 2040. The analysis validates our belief in the long-term resiliency of our business, even under a well-below-2°C pathway and a major transformation of the global energy system.

Human Capital Management

The success of our Company is built on our people. We work hard to attract, retain, develop and reward the best team. We are focused on listening to, engaging with and developing our workforce, which supports productivity and innovation.

Highlights include:

 

•

Competitive benefits package and offerings to support wellness and mental health

 

•

Anonymous employee engagement surveys and outlets to submit questions and concerns

 

•

Development and training opportunities for all employees, including access to over 160 online learning courses and funding for employees’ external professional certifications and continuing education

 

•

Annual performance reviews and regular talent reviews to identify development needs and succession plans

 

		2022 PROXY STATEMENT		23

GOVERNANCE INFORMATION

 

Diversity, Equity & Inclusion

We are committed to providing a workplace that offers equal opportunities, competitive terms of employment, and high-quality training and development opportunities for all. We continue to invest in our core human capital priorities — attracting, engaging and developing talent, and advancing DEI in our workforce. This helps underpin our current and future success and our ability to generate long-term value.    

In 2021, Cheniere significantly enhanced our strategic focus and efforts on DEI. Actions taken included:

 

•

Increasing diversity on our Board by welcoming two female directors, whose demonstrated expertise in driving improvement in environmental and sustainability performance will further enhance execution on our ESG programs

 

•

Continued engagement with Historically Black Colleges and Universities (“HBCUs”) and Hispanic-Serving Institutions (“HSIs”) to support a diverse talent pipeline

 

•

Requiring all hiring managers to complete DEI training before the interview process

 

•

Continued investment in our employee resource groups that help celebrate the diverse cultures that are represented throughout Cheniere’s workforce

 

•

Ongoing DEI and Unconscious Bias training for all employees, including executives and senior management

In 2021, diversity, equity and inclusion (“DEI”) continued to be a core focus for Cheniere. We are committed to providing a diverse culture where all employees can thrive and feel welcomed and valued. To create this environment, we are committed to equal employment opportunity and to compliance with all federal, state and local laws that prohibit workplace discrimination, harassment and unlawful retaliation. Both our Code of Business Conduct and Ethics, which includes Cheniere’s TRAINS values of Teamwork, Respect, Accountability, Integrity, Nimble and Safety, and our discrimination and harassment and equal employment opportunity policies demonstrate our commitment to building an inclusive workplace, regardless of race, beliefs, nationality, gender and sexual orientation or any other status protected by our policy.

Health and Safety

Safety is a core value at Cheniere, and we are committed to a safety-first culture in all aspects of our business. Our Cheniere Integrated Management System (CIMS) coordinates the management of all our core business functions to enable excellence in safety, health, and environmental performance, as well as operational reliability. We also facilitate this commitment through the following:

 

•

Commitment to a robust safety culture, including asset location and office Safety Committees chaired by employees

 

•

Safety compliance requirements to pre-qualify, monitor and evaluate suppliers

 

•

Robust training program to ensure compliance with Cheniere-specific and regulatory safety requirements

 

•

Governance and assurance programs to assess effectiveness of health and safety programs and drive continuous improvement

 

•

Processes to document incidents and share lessons learned across the Company

 

•

Safety target included in the compensation scorecard which is tied to the annual incentive program for all employees

Community Engagement and Development

We believe building strong relationships and supporting the communities in which we live and work contributes to our success. We focus on driving community development through local skills training opportunities, job creation and targeted community investment. This helps support the long-term growth of our local communities, and builds critical relationships that help to facilitate our business success. We implement a comprehensive approach to community engagement to build respectful, collaborative relationships and respond proactively to our communities’ needs and concerns. Our vice president of state and local government and community affairs provides executive oversight and leadership on our stakeholder engagement, community investments, corporate giving and volunteer efforts. This team provides regular updates to the CEO and members of senior management, as well as to the Board at least annually.

We partner with our communities throughout a project’s lifecycle, beginning at the early stages of planning. In addition to supporting a local workforce and supplier base, Cheniere supports economic development in our communities through strategic

 

24		CHENIERE

CORPORATE RESPONSIBILITY

 

community investments, corporate giving and volunteering. During a project’s planning phase, we assess community-focused environmental and social impacts of our operations, including impacts to minority and economically disadvantaged populations and other relevant environmental justice issues. In addition to implementing a targeted stakeholder engagement plan, we log and track community feedback to help ensure we address concerns in a timely and transparent manner.

Oversight and initiatives include:

 

•

Completion of Social Impact Assessments for Corpus Christi Liquefaction and Sabine Pass Liquefaction sites

 

•

Development of a tool to distinguish programs which align with Cheniere’s Diversity, Equity & Inclusion community goals

 

•

The Cheniere Foundation, Employee Giving Fund and direct company contributions, including $100,000 in hurricane relief to Pathway to Small Business Recovery Fund, which supports minority and women-owned businesses in southwest Louisiana, and a $100,000 grant to the City of Corpus Christi to address gaps in the homelessness case management process

 

•

A robust stakeholder engagement plan whereby our site leadership engages with their community counterparts on a regular basis

 

•

Annual environmental donations for marine habitats, coastal restoration, and air quality

 

•

Portfolio of mentorship, apprenticeship, and educational programs to help create jobs and provide local residents with skills to enter the workforce

 

Global community direct giving   $4.6 million

Provided over   8,000 volunteer hours

Launched Thurgood Marshall College Fund Scholarships for HBCUs   $500k

COVID-19 Aid with   Oxygen Generation Plant in Southwest India

COVID-19 Response

Cheniere’s continued response to COVID-19 prioritizes the health and safety of our workforce while maintaining safe operations and business continuity. Our Crisis Management Support Team (“CMST”), a cross-functional leadership team of executives from across Cheniere, leads our crisis and risk management efforts. Key features of our on-going response include:

 

•

A protective and adaptive pandemic response strategy based on local and regional pandemic conditions

 

•

Coordination with regional medical resources, business associations, and public health agencies

 

•

Comprehensive screening and testing program for all critical operations staff and others as required

 

•

Self-assessment and pre-screening protocols for all employees, contractors, and visitors

 

•

Personal Protective Equipment (“PPE”) use and social distancing when and where appropriate and as conditions warrant

 

•

Enhanced cleaning and disinfecting

 

•

Case management, contact tracing and return to work assessments

 

•

Remote working and virtual meetings when appropriate

 

•

Resources for employees seeking vaccinations

 

•

Resources for employees requiring other support including wellness, mental health, and family services

 

•

Maintained COVID-19 protocols through severe weather events including winter freeze and hurricanes

Political Engagement

We are committed to high ethical standards, as codified in Cheniere’s Code of Business Conduct and Ethics. We expect employees to uphold the highest standards of ethical behavior and conduct all political advocacy activities in compliance with applicable state and federal laws as well as our policies. We comply with regulatory standards associated with registration and reporting of our lobbying activities, which are limited to the U.S. only.

 

•

Our lobbying activity is publicly available in the Federal Lobbying Database, as well as in the Texas and Louisiana state databases

 

		2022 PROXY STATEMENT		25

GOVERNANCE INFORMATION

 

•

Cheniere’s memberships in 501(c)(4) and 501(c)(6) organizations can be found at www.cheniere.com/resources/memberships-trade-associations

Human Rights and Labor Standards

We respect the human rights of all people, including our personnel and individuals based in the communities in which we operate. In addition, we strive to work with suppliers, contractors and vendors who promote, embrace, and comply with similar values:

 

•

Our Supplier Code of Conduct affirms that we respect human rights worldwide and that we strive to work with suppliers who engage in efforts to promote similar human rights-related standards, including those related to fair wages, anti-discrimination, and other ethical labor practices.

 

•

We compel our suppliers to review, understand and agree to abide by our Supplier Code of Conduct to ensure compliance with our standards.

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 oversight of the Company’s general operating philosophy, objectives, goals and policies. Pursuant to authority delegated by the Board, certain Board functions are discharged by the Board’s standing Audit, Governance and Nominating 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, 2021, our Board held eight 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, with the exception of Mr. Peak who was not a member of the Board in 2021. Although directors are not required to attend annual shareholders’ meetings, they are encouraged to attend such meetings. At the 2021 Annual Meeting of Shareholders, which was held solely as a virtual meeting, all of the 10 members of the Board then serving were present.

Committee Membership as of April 8, 2022:

 

AUDIT COMMITTEE		GOVERNANCE AND NOMINATING COMMITTEE		COMPENSATION COMMITTEE
Donald F. Robillard, Jr.*		G. Andrea Botta*		Neal A. Shear*
Vicky A. Bailey		Vicky A. Bailey		Patricia K. Collawn
Patricia K. Collawn		Lorraine Mitchelmore		David B. Kilpatrick
David B. Kilpatrick		Donald F. Robillard, Jr.
Lorraine Mitchelmore		Neal A. Shear
Andrew J. Teno

 

*	Chair of Committee

AUDIT COMMITTEE

 

Each member of the Audit Committee has been determined by the Board to be “independent” as defined by the NYSE American listing standards and by the SEC, and the Board determined that Ms. Collawn and each of Messrs. Robillard and Teno is 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 seven meetings during the fiscal year ended December 31, 2021.

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 integrity of the Company’s financial statements;

 

26		CHENIERE

GOVERNANCE AND NOMINATING COMMITTEE

 

•

the qualifications, independence and performance of our independent auditor;

 

•

our internal audit function and systems of internal controls over financial reporting and disclosure controls and procedures; and

 

•

compliance by the Company with legal and regulatory requirements.

The Audit Committee maintains a channel of communication among the independent auditor, principal financial and accounting officers, VP-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 American listing standards and by the SEC. The Governance and Nominating Committee held seven meetings during the fiscal year ended December 31, 2021.

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 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:

 

•

develop a process, subject to approval by the Board, for an annual evaluation of the Board and its committees and oversee this evaluation;

 

•

identify, recruit and evaluate individuals qualified to serve on the Board in accordance with the Company’s Director Nomination Policy and Procedures and recommend to the Board such director nominees to be considered for election at the Company’s annual meeting of shareholders or to be appointed by the Board to fill an existing or newly created vacancy on the Board;

 

•

recommend to the Board action to be taken with respect to (i) any offer of resignation from a director who did not receive a majority of votes cast at his or her election, or (ii) any waiver from the director retirement policy;

 

•

identify, at least annually, members of the Board to serve on each Board committee and as chairman of each Board committee and recommend each such member and chairman to the Board for approval;

 

•

assist the Board in evaluating and determining director independence under applicable laws, rules and regulations, including the rules and regulations of the NYSE American;

 

•

develop and maintain policies and procedures with respect to the evaluation of the performance of the CEO;

 

•

review periodically the size of the Board and the structure, composition and responsibilities of the committees of the Board to enhance continued effectiveness;

 

•

review, at least annually, director compensation for service on the Board and Board committees, including Non-Executive Chairman compensation and committee chairmen compensation, and recommend any changes to the Board;

 

•

review, at least annually, the Company’s policies and practices relating to corporate governance and, when necessary or appropriate, recommend any proposed changes to the Board for approval;

 

•

provide oversight of a process by each committee of the Board to review, at least annually, the applicable charter of such committee and, when necessary or appropriate, recommend changes in such charters to the Board for approval;

 

•

along with the independent directors of the Board, develop and maintain policies and principles with respect to the search for and evaluation of potential successors to the CEO, and maintain a succession plan in accordance with such policies;

 

•

develop and oversee continuing education programs for directors;

 

•

review emerging corporate governance issues and practices;

 

		2022 PROXY STATEMENT		27

GOVERNANCE INFORMATION

 

•

review with management and provide oversight of the current and emerging environmental, sustainability and social responsibility issues impacting the Company;

 

•

review, at least annually, the Company’s climate change and sustainability policies and strategies; and

 

•

review with management and provide oversight of the Company’s strategies, activities and initiatives related to diversity, equity and inclusion.

COMPENSATION COMMITTEE

 

Each member of the Compensation Committee has been determined by the Board to be “independent” as defined by the NYSE American listing standards and by the SEC. The Compensation Committee held six meetings during the fiscal year ended December 31, 2021.

The Compensation Committee has a written charter, which is available on our website at www.cheniere.com. The Compensation Committee is appointed by the Board to review and approve the compensation policies, practices and plans of the Company. 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.

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 has the following duties and responsibilities, among others:

 

•

review and recommend to the Board for approval on an annual basis the compensation of the CEO and other executive officers of the Company, including salary, bonus and equity compensation, based on the Committee’s evaluations;

 

•

review and approve corporate goals and objectives, after consultation with the Board and management, for the CEO and other executive officers for the defined performance period;

 

•

in determining the long-term incentive component of the CEO’s compensation, the Committee is to consider criteria including the Company’s performance and relative stockholder return, the value of similar incentive awards granted to CEOs at peer companies, and the long-term incentive awards granted to the CEO in past years;

 

•

review and determine whether established goals and objectives of any performance-based compensation for the CEO and other executive officers have been met for the completed performance period;

 

•

report to the Board on the performance of the CEO and other executive officers in light of the established corporate goals and objectives for the performance period;

 

•

assess the ongoing competitiveness of the total executive compensation package;

 

•

review and approve budgets and guidelines for performance-based compensation;

 

•

review existing cash-based and equity-based compensation plans;

 

•

review and recommend to the Board for approval all new cash-based and equity-based compensation plans and all material modifications to existing compensation plans, provided that any equity-based inducement plans shall be approved by the Compensation Committee;

 

•

review and discuss the Company’s Compensation Discussion and Analysis (“CD&A”) and the related executive compensation information and recommend to the Board that the CD&A and related executive compensation information be included in the Company’s proxy statement and annual report on Form 10-K, as required by the rules and regulations of the SEC;

 

•

approve the Compensation Committee Report on executive officer compensation included in the Company’s proxy statement or annual report on Form 10-K, as required by the rules and regulations of the SEC;

 

28		CHENIERE

REVIEW OF COMPENSATION RISK

 

•

review and recommend to the Board for approval the frequency with which the Company will conduct advisory say-on-pay votes, taking into account the results of the most recent shareholder advisory vote on frequency of say-on-pay votes required by the rules and regulations of the SEC, and review and approve the proposals regarding the say-on-pay vote and the frequency of the say-on-pay vote to be included in the Company’s proxy statement;

 

•

review and recommend to the Board for approval any employment agreements, severance arrangements, change-in-control arrangements or special or supplemental employee benefits, and any material amendments to the foregoing, applicable to executive officers, provided that any awards granted under an equity-based inducement plan shall be approved by the Compensation Committee;

 

•

review and recommend to the Board for approval new hire and promotion compensation arrangements for executive officers, provided that any awards granted under an equity-based inducement plan shall be approved by the Compensation Committee;

 

•

administer the Company’s stock plans;

 

•

grant awards under the stock plans or delegate that responsibility to the Equity Grant Committee, a committee of the Board or, subject to Delaware General Corporation Law, officers of the Company, provided that any awards granted under an equity-based inducement plan shall be approved by the Compensation Committee;

 

•

conduct and review an annual Committee performance evaluation; and

 

•

review the Company’s executive compensation arrangements to determine whether they encourage excessive risk-taking, review and discuss, at least annually, the relationship between risk management policies and practices and executive compensation and evaluate executive compensation policies and practices that may mitigate any such risk.

REVIEW OF COMPENSATION RISK

 

The Compensation Committee considered the risks associated with our compensation policies and practices in 2021. 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 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:

 

•

A significant portion of our executive officers’ compensation is tied to developmental, operating and corporate performance goals, and the achievement of the performance goals is conducted in accordance with the Company’s risk framework approved by the Board.

 

•

A significant portion of our executive officers’ compensation is provided in equity and is tied to the stock value of the Company, and our executive officer stock ownership guidelines subject our executive officers to minimum share ownership and retention requirements, further aligning their interests with those of our shareholders.

 

•

Our compensation program design provides a mix of annual and longer-term incentives and performance measures.

 

•

Our compensation mix is not overly weighted toward annual incentives.

 

•

We do not maintain excessively leveraged payout curves for incentive compensation opportunities, nor do we maintain steep payout cliffs at certain performance levels that may encourage short-term business decisions to meet payout thresholds.

 

•

We currently do not grant stock options.

 

•

The Compensation Committee has discretion over incentive award payouts, and compliance and ethical behavior are integral factors considered in all performance assessments.

 

•

The Company’s Policy on Insider Trading and Compliance prohibits executive officers, directors and employees from hedging and effecting short sales of the Company’s stock and prohibits pledging of the Company’s stock.

 

		2022 PROXY STATEMENT		29

GOVERNANCE INFORMATION

 

CODE OF BUSINESS CONDUCT AND ETHICS AND CORPORATE GOVERNANCE GUIDELINES

 

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.

Our Corporate Governance Guidelines set out the material corporate practices that the Board has implemented which serve the best interests of the Company and its shareholders. Our Corporate Governance Guidelines are available on the Company’s website at www.cheniere.com.

DIRECTOR ORIENTATION AND CONTINUING EDUCATION

 

Upon joining the Board, as part of our onboarding process, new directors participate in a director orientation program that introduces them to the Company, which includes a review of background materials and meetings with management. This orientation enables new directors to become familiar with our business and strategic plans, significant financial matters, core values, including our Code of Business Conduct and Ethics, compliance programs and corporate governance practices, and other key policies and practices, including workplace safety, risk management, investor relations and sustainability efforts.

Continuing education opportunities are provided to keep directors updated with information about our industry, corporate governance developments and critical strategic issues facing the Company, and other matters relevant to Board service. To enhance the Board’s understanding of some of the unique issues facing our business, directors are invited to visit our operating locations, tour our facilities and directly interact with the personnel responsible for our day-to-day operations. Directors also participate in the National Association of Corporate Directors (NACD), of which the Company is a member.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

The Compensation Committee consisted of Messrs. Brandolini, Kilpatrick, Langham and Shear from January 1, 2021 through July 1, 2021, and from July 1, 2021 through the end of 2021, consisted of Ms. Collawn and Messrs. Kilpatrick, Langham and Shear. No member of the Compensation Committee was an employee or officer of the Company in 2021. During 2021, none of our executive officers served as a member of the compensation committee of any other company that had an executive officer who served as a member of our Board. During 2021, none of our executive officers served as a member of the board of directors of any other company that had an executive officer who served as a member of our Compensation Committee. Mr. Shear served as the Interim Chief Executive Officer and President of Cheniere from December 2015 to May 2016.

DIRECTOR COMPENSATION

 

Our Corporate Governance Guidelines provide for compensation for our directors’ services, in recognition of their time and skills. Directors who are also our officers or employees do not receive additional compensation for serving on the Board.

Maintaining a market-based compensation program for our directors enables the Company to attract qualified members to serve on the Board. The Governance and Nominating Committee, with the assistance of our independent compensation consultant, periodically reviews our director compensation levels and practices and compares them to that of comparable companies to ensure they are aligned with market practices. Specifically, comparisons are made to the companies included in our peer group used for benchmarking the compensation of our executive officers, which is discussed under “Peer Group” below. Based on the results of such competitive reviews, the Governance and Nominating Committee may recommend changes to our director compensation program to the Board for approval.

 

30		CHENIERE

DIRECTOR COMPENSATION

 

The Board did not increase annual director compensation in 2021. Mr. Fusco did not receive any compensation for his service as a director. Directors may elect to receive the annual compensation either (i) 100% in restricted stock or (ii) $100,000 in cash and $195,000 in restricted stock. Additional compensation is paid for Board leadership positions, to recognize the additional time required to perform the responsibilities associated with these positions. These additional fees are as follows, which may be received either (i) 100% in restricted stock or (ii) 50% in cash and 50% in restricted stock: $30,000 for the Chair of the Audit Committee; $20,000 for the Chair of the Compensation Committee; $10,000 for the Chair of the Governance and Nominating Committee; and $185,000 for the Non-Executive Chairman. Cash payments are made quarterly. The directors’ restricted stock equity retainer of $195,000 and 50% of all Chair fees awarded in 2021 vest 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 following the calendar year in which the date of the grant occurs; and (ii) the first anniversary of the date of grant. If a director elects to receive their $100,000 non-equity retainer and 50% cash portion of their committee chair fees (collectively, the “remaining compensation”) in restricted stock in lieu of cash, such restricted stock vests quarterly. Should a director resign, their remaining pro-rated compensation is paid in cash upon such resignation as if a 100% cash election had been made for their remaining compensation. Notwithstanding the foregoing, if a director resigns (i) upon the request of the Board, including as a result of Board refreshment or retirement initiatives, or (ii) in the case of a director designated to serve on the Board on behalf of a Company shareholder, upon the removal or replacement by, or upon the request of, such shareholder, and in each case where the director has not engaged in action that would result in removal for Cause (as defined in the director’s grant agreement), such director would receive a pro-rata amount of the restricted stock portion of their annual compensation based on the number of days of service relative to the applicable vesting period. Additionally, pursuant to a Director Deferred Compensation Plan approved in February 2022, non-employee directors may elect to defer receipt of 100% of their annual equity-based director compensation in a given director year (from annual meeting to annual meeting) into the form of deferred stock units (“DSUs”), which follow the same vesting schedule as the restricted stock the director would have otherwise received.

The Governance and Nominating Committee continues to evaluate our total director compensation package to ensure competitiveness with market practices, as well as fairness and appropriateness in light of the responsibilities and obligations of our non-employee directors.

The compensation earned by or paid to our non-employee directors for the year ended December 31, 2021 is set forth in the following table:

 

NON-EMPLOYEE DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2021
NAME		FEES EARNED OR PAID IN CASH ($)					STOCK AWARDS ($)(1)					OPTION AWARDS ($)					NON-EQUITY INCENTIVE PLAN COMPENSATION					CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)					ALL OTHER COMPENSATION ($)					TOTAL ($)
Vicky A. Bailey(2)			$	100,000				$	195,005					—					—					—					—				$	295,005
G. Andrea Botta(3)			$	197,500				$	292,507					—					—					—					—				$	490,007
Nuno Brandolini(4)			$	62,877				$	295,060					—					—					—					—				$	357,937
Patricia K. Collawn(5)			$	—				$	255,548					—					—					—					—				$	255,548
Sean T. Klimczak(6)			$	—				$	—					—					—					—					—				$	—
David B. Kilpatrick(7)			$	—				$	295,060					—					—					—					—				$	295,060
Andrew Langham(8)			$	—				$	295,060					—					—					—					—				$	295,060
Courtney Mather(9)			$	23,836				$	—					—					—					—					—				$	23,836
Lorraine Mitchelmore(10)			$	—				$	255,548					—					—					—					—				$	255,548
Donald A. Robillard, Jr.(11)			$	—				$	325,118					—					—					—					—				$	325,118
Neal A. Shear(12)			$	—				$	315,071					—					—					—					—				$	315,071
Andrew Teno(13)			$	75,205				$	195,005					—					—					—					—				$	270,210

 

(1)

For Ms. Bailey and Messrs. Botta, Brandolini, Kilpatrick, Langham, Robillard, Shear and Teno, the amounts in this column reflect the grant date fair values (at $82.35 per share on May 13, 2021) of awards granted on May 13, 2021. For Mses. Collawn and Mitchelmore, the amounts in this column reflect the grant date fair values (at $87.01 per share on July 1, 2021) of awards granted on July 1, 2021.

 

(2)	Ms. Bailey was granted 2,368 shares of restricted stock on May 13, 2021, with a grant date fair value of $195,005. As of December 31, 2021, she had a total of 2,368 shares of restricted stock outstanding.

 

		2022 PROXY STATEMENT		31

GOVERNANCE INFORMATION

 

(3)

Mr. Botta was granted 3,552 shares of restricted stock on May 13, 2021, with a grant date fair value of $292,507. Mr. Botta receives $185,000 for his service as Non-Executive Chairman of the Board of Directors and $10,000 for his service as Chairman of the Governance and Nominating Committee. As of December 31, 2021, he had a total of 3,552 shares of restricted stock outstanding.

 

(4)

Mr. Brandolini was granted 3,583 shares of restricted stock on May 13, 2021, with a grant date fair value of $295,060. On July 1, 2021, Mr. Brandolini resigned from the Board. In connection with Mr. Brandolini’s resignation, 325 shares of restricted stock from his award granted on May 13, 2021 accelerated and vested on July 1, 2021, and all of his remaining outstanding shares of restricted stock were forfeited upon his departure from the Board. As of December 31, 2021, he had no shares of restricted stock outstanding.

 

(5)	Ms. Collawn was granted 2,937 shares of restricted stock on July 1, 2021, with a grant date fair value of $255,548. As of December 31, 2021, she had a total of 2,439 shares of restricted stock outstanding.

 

(6)	Pursuant to arrangements with Mr. Klimczak and Blackstone, Mr. Klimczak does not receive compensation for his service on the Board. As of December 31, 2021, he had a total of 0 shares of restricted stock outstanding.

 

(7)	Mr. Kilpatrick was granted 3,583 shares of restricted stock on May 13, 2021, with a grant date fair value of $295,060. As of December 31, 2021, he had a total of 2,976 shares of restricted stock outstanding.

 

(8)	Mr. Langham was granted 3,583 shares of restricted stock on May 13, 2021, with a grant date fair value of $295,060. As of December 31, 2021, he had a total of 2,976 shares of restricted stock outstanding.

 

(9)

On February 10, 2021, Mr. Mather resigned from the Board. In connection with his resignation, 3,492 shares of his outstanding restricted stock from his 2020 award accelerated and vested on February 10, 2021, and all of Mr. Mather’s remaining outstanding shares of restricted stock were forfeited upon his departure from the Board. As of December 31, 2021, he had no shares of restricted stock outstanding.

 

(10)	Ms. Mitchelmore was granted 2,937 shares of restricted stock on July 1, 2021, with a grant date fair value of $255,548. As of December 31, 2021, she had a total of 2,439 shares of restricted stock outstanding.

 

(11)

Mr. Robillard was granted 3,948 shares of restricted stock on May 13, 2021, with a grant date fair value of $325,118. Mr. Robillard receives $30,000 for his service as Chairman of the Audit Committee, paid in the form of restricted stock. As of December 31, 2021, he had a total of 3,250 shares of restricted stock outstanding.

 

(12)

Mr. Shear was granted 3,826 shares of restricted stock on May 13, 2021, with a grant date fair value of $315,071. Mr. Shear receives $20,000 for his service as Chairman of the Compensation Committee, paid in the form of restricted stock. As of December 31, 2021, he had a total of 3,158 shares of restricted stock outstanding.

 

(13)	Mr. Teno was granted 2,368 shares of restricted stock on May 13, 2021, with a grant date fair value of $195,005. As of December 31, 2021, he had a total of 2,368 shares of restricted stock outstanding.

Directors are also reimbursed for their expenses incurred by attending Board, committee and stockholder meetings, including those for travel, meals and lodging. Occasionally, a spouse or other guest may accompany directors on charter flights when the aircraft is already scheduled for business purposes and can accommodate additional passengers. In those cases, there is no aggregate incremental cost to the Company and, as a result, no amount is reflected in the 2021 Director Compensation table.

 

32		CHENIERE

MANAGEMENT

EXECUTIVE OFFICERS

 

The following table sets forth the names, ages and positions of each of our executive officers (for purposes of Rule 3b-7 under the Securities Exchange Act of 1934 and this Proxy Statement), as of the Record Date, all of whom serve at the request of the Board:

 

NAME		AGE		POSITION
Jack A. Fusco		59		Director, President and Chief Executive Officer
Anatol Feygin		53		Executive Vice President and Chief Commercial Officer
Sean N. Markowitz		48		Executive Vice President, Chief Legal Officer and Corporate Secretary
Zach Davis		37		Executive Vice President and Chief Financial Officer
Aaron Stephenson		66		Senior Vice President, Operations

Jack A. Fusco

President and Chief Executive Officer

Mr. Fusco has served as President and Chief Executive Officer since May 2016. Further information regarding Mr. Fusco is provided above under “Director Biographies.”

Anatol Feygin

Executive Vice President and Chief Commercial Officer

Mr. Feygin has served as Executive Vice President and Chief Commercial Officer since September 2016. Mr. Feygin joined Cheniere in March 2014 as Senior Vice President, Strategy and Corporate Development. Mr. Feygin also currently serves as Executive Vice President and Chief Commercial Officer of Cheniere Partners GP, LLC, and previously served as a director and Executive Vice President and Chief Commercial Officer of Cheniere Holdings from September 2016 and August 2017, respectively, to September 2018. Prior to joining Cheniere, Mr. Feygin worked with Loews Corporation from November 2007 to March 2014, most recently as its Vice President, Energy Strategist and Senior Portfolio Manager. Prior to joining Loews, Mr. Feygin spent three years at Bank of America, most recently as Head of Global Commodity Strategy. Mr. Feygin began his banking career at J.P. Morgan Securities Inc. as Senior Analyst, Natural Gas Pipelines and Distributors. Mr. Feygin previously served on the board of directors of Diamond Offshore Drilling, Inc., an offshore drilling provider, from May 2019 to April 2021. Mr. Feygin earned a B.S. in Electrical Engineering from Rutgers University and an M.B.A. in Finance from the Leonard N. Stern School of Business at New York University.

Sean N. Markowitz

Executive Vice President, Chief Legal Officer and Corporate Secretary

Mr. Markowitz has served as Executive Vice President, Chief Legal Officer and Corporate Secretary since February 2020, and previously served as General Counsel and Corporate Secretary from September 2016 to February 2020. Mr. Markowitz joined Cheniere in October 2015 as Assistant General Counsel and Corporate Secretary. Mr. Markowitz served as Interim General Counsel and Corporate Secretary from June 2016 to September 2016. Mr. Markowitz has served as Executive Vice President, Chief Legal Officer and Corporate Secretary of Cheniere Partners GP since May 2020 and previously served as General Counsel and Corporate Secretary from December 2016 and December 2015, respectively, to May 2020. Mr. Markowitz also previously served as General Counsel and Corporate Secretary of Cheniere Holdings from November 2016 and December 2015, respectively, to September 2018. Prior to joining Cheniere, Mr. Markowitz served as General Counsel and Corporate Secretary for Sizmek, Inc. (and its predecessor company, Digital Generation, Inc.) from August 2012 to May 2015. Prior to joining Digital Generation, Inc., Mr. Markowitz served as Chief Legal Counsel—Commercial for Alon USA Energy, Inc. from August 2010 to August 2012 (and as Assistant General Counsel from December 2008 to July 2010). From January 2006 to December 2008, Mr. Markowitz served as Counsel—Corporate Acquisitions and Finance for Electronic Data Systems Corporation which was acquired by Hewlett-Packard Company in August 2008. Mr. Markowitz’s earlier career experience includes service with the law firms of Fulbright & Jaworski L.L.P. (now a part of Norton Rose Fulbright), Hughes & Luce L.L.P. (now a part of K&L Gates LLP) and Andrews Kurth LLP (now a part of Hunton Andrews Kurth LLP). Mr. Markowitz earned his J.D., with honors, from The University of Texas School of Law and graduated magna cum laude with a B.S. in Economics from the Wharton School of the University of Pennsylvania.

 

		2022 PROXY STATEMENT		33

MANAGEMENT

 

Zach Davis

Executive Vice President and Chief Financial Officer

Mr. Davis has served as Executive Vice President and Chief Financial Officer since February 2022, and previously served as Senior Vice President and Chief Financial Officer from August 2020 to February 2022. Mr. Davis also serves as a director and Executive Vice President and Chief Financial Officer of Cheniere Partners GP, and as a director of the Cheniere Foundation. Mr. Davis joined Cheniere in November 2013. He previously served as Senior Vice President, Finance from February 2020 to August 2020 and as Vice President, Finance and Planning from October 2016 to February 2020. Mr. Davis has over 15 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.

Aaron Stephenson

Senior Vice President, Operations

Mr. Stephenson has served as Senior Vice President, Operations since November 2019. Mr. Stephenson also serves as a director and Senior Vice President, Operations of Cheniere Partners GP. Mr. Stephenson joined Cheniere in April 2013 as Director, Production, Sabine Pass Operations, leading the effort to prepare for liquefaction operations. In May 2016, he moved into the position of Vice President and General Manager for the Sabine Pass facility. Mr. Stephenson has over 40 years of experience in the energy industry, focusing for the past 17 years on LNG. He has worked in various locations around the world, including Yemen, London, and Peru. Before joining Cheniere, he served as Plant Manager at Peru LNG. His professional experience includes filling the roles of LNG Plant Manager, E&P Manager, Commissioning Manager, Plant Engineering Manager, and Project Engineer. Prior company affiliations include Cities Service Oil Co., Oxy USA, and Hunt Oil Co. Mr. Stephenson has a B.S. in Mechanical Engineering from Lamar University.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

 

Our Restated Certificate of Incorporation, as amended, and Bylaws provide that the Company will indemnify its directors and officers to the fullest extent permissible 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, selling shareholder, agent or fiduciary (the “Indemnitee”) of the Company, or any subsidiary of the Company, with such indemnification to be paid within 25 days after written demand. The Indemnification Agreement provides that no indemnification will generally be provided: (1) for claims brought by the Indemnitee, except for a claim of indemnity under the Indemnification Agreement, if the Company approves the bringing of such claim, or as otherwise required under Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”), regardless of whether the Indemnitee ultimately is determined to be entitled to indemnification; (2) for claims under Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (3) if the Indemnitee did not act in good faith or in a manner reasonably believed by the Indemnitee to be in or not opposed to the best interests of the Company; (4) if the Indemnitee had reasonable cause to believe that his or her conduct was unlawful in a criminal proceeding; or (5) if the Indemnitee is adjudged liable to the Company, unless the court in which such action is brought permits indemnification in accordance with the DGCL. 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.

 

34		CHENIERE

 

EQUITY COMPENSATION

PLAN INFORMATION

The following table provides information about our compensation plans as of December 31, 2021. The equity compensation plans approved by our shareholders consist of the Cheniere Energy, Inc. 2011 Incentive Plan, as amended (the “2011 Plan”) and the Cheniere Energy, Inc. 2020 Incentive Plan (the “2020 Plan” and together with the 2011 Plan, the “Plans”).

 

PLAN CATEGORY		(a) NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS					(b) WEIGHTED- AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS					(c) NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN THE FIRST COLUMN (a))
Equity compensation plans approved by security holders				5,060,408	(1)				—					5,840,545	(2)
Equity compensation plans not approved by security holders				—					—					—
Total				5,060,408					—					5,840,545

 

(1)

The number in this column represents the number of shares issuable under outstanding Restricted Stock Unit awards (“RSUs”) and Performance Stock Unit awards (“PSUs”) based on the maximum award level. For more information regarding these awards, please see “LTI Program” on page 47 of this Proxy Statement. The weighted-average exercise price of outstanding options, warrants and rights does not take these awards into account.

 

(2)

In 2011, the Company established the 2011 Plan, which was amended and restated in April 2017. In May 2020, the Company established the 2020 Plan. The Plans are broad-based incentive plans which allow for the issuance of stock options, stock appreciation rights and awards of bonus stock, phantom stock, restricted stock, restricted stock units and performance awards and other stock-based awards to employees, consultants and non-employee directors. The following awards have been granted under the 2011 Plan and remain outstanding as of December 31, 2021: 1,161,259 shares underlying RSUs and 1,418,844 shares underlying PSUs based on the maximum award level. The following awards have been granted under the 2020 Plan and remain outstanding as of December 31, 2021: 1,726,419 shares underlying RSUs, 728,360 shares underlying PSUs based on the maximum award level, and 25,526 shares of restricted stock. The term of any award under the Plans may not exceed a period of ten years.

 

Vesting of restricted stock under the Plans depends on whether the restricted stock was granted as a retention award or annual director equity award. Vesting of retention awards typically occurs in equal annual installments over a two-year period or three-year period on each anniversary of the grant date. The outstanding annual director equity retainer awards and 50% of all Chair fees vest on the earlier of: (i) the day immediately prior to the date of the Company’s next annual meeting of shareholders after the date of grant and (ii) the first anniversary of the date of grant. If a director elects to receive their remaining compensation in restricted stock in lieu of cash, such stock vests quarterly.

 

RSUs under the Plans generally vest in equal annual installments over a three-year period on each anniversary of the grant date or cliff vest upon the third anniversary of the grant date.

 

PSUs under the Plans cliff vest upon the third anniversary of the grant date, subject to the satisfaction of performance conditions.

 

		2022 PROXY STATEMENT		35

 

SECURITY OWNERSHIP

As of the Record Date, there were 254,385,409 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 all of our current directors and executive officers as a group, as well as owners of more than 5% of our 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 the Record Date by each director, nominee for director and named executive officer set forth in the “Summary Compensation Table” and by all current directors and executive officers of the Company as a group. As of the Record Date, the current directors and executive officers of the Company beneficially owned an aggregate of 1,359,348 shares of common stock (less than 1% of the outstanding shares entitled to vote at the time).

The table also presents the ownership of common units of Cheniere Partners owned of record or beneficially as of the Record Date by each director, nominee for director and named executive officer set forth in the “Summary Compensation Table” and by all current directors and executive officers of the Company as a group. The Company owns 100% of the general partner interest and 48.6% of the limited partner interest in Cheniere Partners. As of the Record Date, there were 484,027,123 common units and 9,877,801 general partner units of Cheniere Partners outstanding.

 

		CHENIERE ENERGY, INC.						CHENIERE ENERGY PARTNERS, L.P.
NAME OF BENEFICIAL OWNER		AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP				PERCENT OF CLASS		AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP		PERCENT OF CLASS
Jack A. Fusco			724,062	(1)		*		—		—
Vicky A. Bailey			35,503			*		—		—
G. Andrea Botta			46,066			*		—		—
Patricia K. Collawn			2,937			*		—		—
David B. Kilpatrick			82,383	(2)		*		—		—
Lorraine Mitchelmore			3,237			*		—		—
Scott Peak			0	(3)		*		—		—
Donald F. Robillard, Jr.			41,849			*		—		—
Neal A. Shear			36,476			*		—		—
Andrew Teno			3,096			*		—		—
Anatol Feygin			202,547	(4)		*		—		—
Sean N. Markowitz			79,209	(5)		*		—		—
Zach Davis			74,399	(6)		*		—		—
Aaron Stephenson			27,584	(7)		*		—		—
All current directors and executive officers as a group (14 persons)			1,359,348			*		—		—

 

*	Less than 1%

 

(1)	Does not include 149,522 unvested RSUs awarded to Mr. Fusco.

 

(2)	Includes 68,862 shares held by trust.

 

(3)	Mr. Peak is an employee of Brookfield Infrastructure and does not receive compensation or grants of restricted stock for his service on the Board. Mr. Peak did not own any shares of the Company as of April 5, 2022, the date he joined the Board.

 

(4)	Does not include 37,901 unvested RSUs awarded to Mr. Feygin.

 

(5)	Does not include 37,329 unvested RSUs awarded to Mr. Markowitz.

 

(6)	Does not include 72,151 unvested RSUs awarded to Mr. Davis.

 

(7)	Does not include 32,528 unvested RSUs awarded to Mr. Stephenson.

 

36		CHENIERE