Cheniere Energy, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Share-Based Compensation

Share-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

Our Amended and Restated 2020 Incentive Plan (the “2020 Plan”) is a broad-based incentive plan which allows for the issuance of stock options and 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 2020 Plan provides for the issuance of 12.5 million shares of our common stock, of which we had 7.6 million shares available for future issuance as of December 31, 2024. Our outstanding awards as of December 31, 2024 primarily consisted of restricted stock units (“RSUs”) and performance stock units (“PSUs”).

Restricted Stock Units

RSUs are stock awards that contain a graded vesting period of up to three years and, with the exception of awards to certain officers which contain a cash settlement option, as described in Liability-Classified Awards below, will settle in stock upon vesting subject to restrictions on transfer and to a risk of forfeiture if the recipient terminates employment with us prior to the lapse of the restrictions.

Performance Stock Units

PSUs provide for cliff vesting after a period of approximately three years with payouts dependent upon the achievement of metrics compared to pre-established performance targets over the defined performance period, including a performance condition consisting of cumulative distributable cash flow per share, and in certain circumstances, a market condition consisting of absolute total shareholder return (“ATSR”) of our common stock. All PSUs will settle in stock, with the exception of awards to certain officers which contain cash settlement features, either as granted or modified, as described in Liability-Classified Awards below.

Compensation cost attributed to the performance metric will vary due to changing estimates of units to be earned, based on expected achievement of the performance metric. The number of units that may be earned at the end of the vesting period ranges from 0% up to 300% of the target award amount.

Liability-Classified Awards

RSUs and PSUs granted to certain officers may be, as granted or modified, settled in cash in lieu of shares at the option of the officer following approval by the Compensation Committee, in order to limit the dilution from equity grants consistent

with our share repurchase program under our long-term capital allocation plan, provided that we have sufficient liquidity to do so and the officers maintain certain stock ownership requirements. Notwithstanding those awards which contain a cash settlement option, PSUs granted to certain officers contain a cash settlement cap of $3 million.

During the years ended December 31, 2024, 2023 and 2022, we paid $109 million, $84 million and $38 million, respectively, in cash upon vesting of the liability-classified awards.

Total share-based compensation costs, net of forfeitures, consisted of the following (in millions):


	Year Ended December 31,
		2024		2023		2022
Share-based compensation costs before income taxes:
Equity awards		$	121	$	100	$	112
Liability awards		101		155		97
Total share-based compensation		222		255		209
Capitalized share-based compensation		(7)		(5)		(4)
Total share-based compensation expense before income taxes		$	215	$	250	$	205
Tax benefit associated with share-based compensation costs		$	46	$	54	$	48

The table below provides a summary of activity related to our RSUs and PSUs (in millions, except for per unit information):


	Restricted Stock Units						Performance Stock Units
	Equity Awards			Liability Awards			Equity Awards			Liability Awards
	Units	Weighted Average Grant Date Fair Value Per Unit		Units	Weighted Average Grant Date Fair Value Per Unit		Units	Weighted Average Grant Date Fair Value Per Unit		Units	Weighted Average Grant Date Fair Value Per Unit
Non-vested at January 1, 2024	1.6	$	123.24	0.2	$	182.15	0.5	$	124.19	0.6	$	261.24
Granted (1)	0.6	159.88		0.0	214.87		0.2	170.89		—	—
Incremental units achieved (2)	—	—		—	—		0.1	159.98		—	—
Forfeited	0.0	149.36		—	—		—	—		—	—
Reclassifications (3)	(0.1)	146.67		0.1	205.21		(0.2)	158.77		0.2	271.19
Vested (4)	(0.8)	108.69		(0.1)	167.20		(0.2)	69.14		(0.3)	252.30
Non-vested at December 31, 2024	1.3	$	149.52	0.2	$	214.87	0.4	$	153.07	0.5	$	298.22

(1)The Equity Awards column for PSUs includes 0.1 million PSUs granted in 2024 to certain officers containing a cash settlement cap of $3 million.

(2)Represents incremental units recognized as a result of final performance measures or changes in estimated measures. As of December 31, 2024, there were 0.2 million PSUs that would be issued if the maximum level of performance under the target awards amount is achieved.

(3)During the years ended December 31, 2024, 2023 and 2022, we recognized $14 million, $86 million and $56 million, respectively, in incremental expense as a result of significant modifications involving reclassification between equity awards and liability awards, attributable to seven, six and six employees, respectively.

(4)The total fair value of RSUs and PSUs vested was $171 million and $112 million, respectively, for the year ended December 31, 2024.

The table below provides the assumptions used in estimating the fair value of unvested awards containing market conditions as of the end of the respective periods, and for which the performance period had not yet ended:


	Year Ended December 31,
		2024		2023		2022
Fair value assumptions:
Dividend yield (1)		—	%	—	%	—	%
Expected volatility (2)(3)		21.5% - 24.3%		27.5% - 32.7%		36.4% - 40.2%
Weighted average expected volatility		22.9	%	29.9	%	38.6	%
Risk-free interest rate (2)		4.2% - 4.3%		4.2% - 4.8%		4.4% - 4.7%
Weighted average expected remaining term, in years		1.5		1.5		1.4

(1)The performance stock units are entitled to dividend equivalents during the performance period. Therefore, when calculating simulated returns, we applied an annual dividend yield of zero percent.

(2)Represents the range associated with individual vesting years.

(3)The expected volatility is based on historical and implied volatilities of our common stock price.

The total unrecognized compensation cost at December 31, 2024 relating to non-vested share-based compensation arrangements was $157 million, which is expected to be recognized over a weighted average period of 1.3 years.