Cheniere Energy, Inc.

The primary components of our executive compensation program, as applied to our 2024 Named Executive Officers, are as follows:

The following pie charts illustrate the pay mix of our CEO and the average pay mix of our other NEOs for 2024, assuming target performance.

BASE SALARY

Base salaries provide the fixed compensation necessary to attract and retain key executives. The base salaries of our NEOs are designed to be comparable to positions in the marketplace from which we recruit executive talent. The Compensation Committee referenced competitive ranges of base salary across the oil and gas industry and companies of comparable enterprise value in determining 2024 base salaries for our NEOs. See “Peer Group” on page 58 of this Proxy Statement for details regarding the external market data referenced by the Compensation Committee in making decisions regarding base salaries and other compensation elements.

In February 2025, the Compensation Committee reviewed the base salaries of our NEOs and recommended and the Board approved changes in the annual base salaries of our NEOs, effective March 10, 2025. The following table provides the base salaries as in effect at the end of 2024 and for 2025 of our NEOs.

ANNUAL INCENTIVE PROGRAM

The Board and the Compensation Committee are committed to apay-for-performance compensation structure that aligns our executive compensation with the key drivers of long-term growth and creation of shareholder value. We believe that close alignment between our compensation goals and our business strategy is critical to driving performance to be measured against our key metrics and objectives. Consistent with our compensation philosophy and in response to feedback from our shareholders, the Compensation Committee utilizes a scorecard approach to determining annual cash bonuses.

The following key features are included in the scorecard:

Target Incentive Opportunities. The Compensation Committee reviews the target annual incentive opportunities for each of our NEOs annually, and may adjust the targets based on competitive positioning, internal parity, or other relevant factors. For 2024, the Compensation Committee approved individual annual incentive targets which are reflected in the table below titled “NEOs Annual Incentive Award for 2024.”

Performance Goals. The 2024 scorecard provided that 55% of the bonus opportunity was determined based on performance measures using multiple financial, budget management and operational effectiveness measures, and 45% was determined based upon achievement of strategic goals and ESG accomplishments, including safety, because the Compensation Committee believes that each of those areas is a key driver of the Company’s annual performance and, ultimately, long-term success.

For 2024, the Compensation Committee set the target performance goals in November 2023, with the exception of the Adjusted EBITDA target and other revisions which were approved in February 2024. The 2024 Consolidated Adjusted EBITDA target was set based on anticipated domestic and international gas prices, our highly contracted sales profile, and major planned maintenance activities at the Liquefaction Projects. After reaching FID in 2022 for the CCL Stage 3 Project, for 2024 our goal focused on execution of project development. We also continued to emphasize our commitment to a culture of compliance with laws and regulations as well as atop-tier safety achievement with respective dedicated scorecard metrics.

Process for Measuring Performance. Performance below the “threshold” level results in no payout earned for the applicable performance goal. If performance falls between the “threshold” and “target” or “target” and “stretch” levels, then the achievement level under the scorecard is determined using straight line interpolation. Once the achievement level under the scorecard is calculated based on actual performance as compared to the goals set forth above, the Compensation Committee has the discretion to reduce or increase the payouts to the extent it determined appropriate to reflect each NEO’s performance during the year.

2024 Performance Results. The scorecard table below shows the level of achievement in 2024 for each of the performance goals and the resulting weighted percentage of target that was earned as a result of 2024 performance. The scorecard reflects the Company’s strong performance in 2024, achieving above the target level in all performance measures. We increased our financial guidance throughout 2024, and Adjusted EBITDA results were at the midpoint of the final guidance range while we exceeded the high end of the final guidance for 2024 for Distributable Cash Flow, mainly attributed to optimization activity upstream and downstream of the SPL Project and CCL Project, as well as higher realized margins on open capacity sold in the spot market. Operationally, we produced and exported a record amount of LNG in 2024, all while the SPL Project and CCL Project reached 11 million and 7 million labor hours, respectively, with zero lost time injuries, enabling us to achieve a total recordable incident rate of 0.15. Strategically, we safely advanced the Stage 3 total project progress ahead of schedule and on budget to reach 77.2% complete as of December 31, 2024, highlighted by the achievement of first LNG from Train 1 in December 2024. From an ESG perspective, we set a voluntary Scope 1 methane emissions intensity target that leverages data from our multi-scale emissions measurement and mitigation programs. Overall, the Company’s achievements in 2024 resulted in a total weighted average under the scorecard of 166% of target, as shown below:

Based in part on the recommendations of Mr. Fusco, the Compensation Committee approved and recommended to the Board for approval the final annual incentive award payouts for each of the NEOs other than Mr. Fusco. The Compensation Committee approved and recommended to the Board for approval the final annual incentive award payout to Mr. Fusco. In evaluating our NEOs’ performance during 2024, the Compensation Committee considered each NEO’s specific contribution to our Company’s key achievements, including those discussed under “Compensation Discussion and Analysis—2024 Performance and Developments” and towards achieving the quantitative and strategic measures in the scorecard.

Based on 2024 Company and individual performance results, the Compensation Committee recommended and the Board approved annual incentive awards to the NEOs for 2024 as follows:

Under the terms of the Annual Incentive Program, determination of an individual’s annual incentive award is based on scorecard results and individual performance. Individual performance is not a weighted factor in our plan but evaluation of individual performance may result in an adjustment to payout for an individual executive. The Compensation Committee considered each NEO’s individual impact on corporate results in 2024, and, as a result of our industry leading safety performance, record operating performance and strong financial performance, individual performance adjustments of 120% were applied to the annual incentive award for each of our NEOs, with the exception of Mr. Grindal who ceased to be an NEO in 2024.

LONG-TERM INCENTIVE AWARDS

LTI program awards accomplish several important objectives: (i) they motivate sustained performance against our long-term objectives; (ii) they align executives with shareholder interests by rewarding long-term value creation; and (iii) they help retain employees who are in high demand elsewhere.

LTI Program

The Compensation Committee believes that the LTI program delivers a consistent, competitive and conventional approach to delivering long-term incentives. Equity grants align our NEOs’ interests with the interests of shareholders by rewarding sustained long-term value creation and enable us to attract and retain highly qualified individuals for important positions throughout the Company. We have incorporated Absolute Total Shareholder Return (“ATSR”) as an additional metric under the LTI program for PSU grants to NEOs since 2019, believing that this feature further aligns our LTI program with that of our peers. The PSUs granted to Mr. Hinz in 2024 did not contain the ATSR metric as he was not an NEO at the time. The ATSR metric and the cumulative distributable cash flow (“DCF”) metric require important absolute performance achievements, despite favorable or unfavorable market conditions, to earn the awarded long-term incentives.

The key attributes in the Company’s NEO LTI program are described below:

• Grants are made on an annual basis with a minimum of a 1-year vesting period

• Grants consist of a mix of at least 50% PSUs for executive officers with the remainder consisting of RSUs ¡ PSUs: 3-year cliff vesting (performance and service-based) ¡ RSUs: 3-year ratable vesting (service-based) • The 2024 and 2025 LTI Awards to executive officers were a mix of 50% PSUs and 50% RSUs

• PSUs include one or more performance metrics, with the actual number of shares earned to be between 0% and 300%, providing for a cap on payouts ¡ PSUs vest upon certification by the Compensation Committee of the level of achievement of the performance conditions during the performance period • The outstanding LTI Awards to executive officers included two performance metrics (cumulative DCF per share and ATSR), except for Mr. Hinz whose 2024 PSU award did not contain the ATSR performance metric

• Equity award grants to executives include clawback provisions

2024 LTI Awards

In February 2024, the Compensation Committee recommended and the Board approved long-term incentive awards as part of the Company’s LTI program for each of the named executive officers of the Company, excluding Mr. Hinz who was not a named executive officer at the time.

The target values for Mr. Fusco’s 2024 long-term incentive awards increased from a target of 977% of his base salary in 2023 to 1,000% of his base salary in 2024 as a result of an analysis of peer group compensation in order to ensure market competitiveness. Additionally, in February 2024, prior to being named an NEO, Mr. Hinz received the grant of a special retention award of 4,770 RSUs, vesting in three equal installments annually from the date of grant, subject to his continued employment.

Key Terms of the RSUs and PSUs under the 2024 LTI Awards

The RSU awards vest in three equal installments. One third of the RSU awards vested on February 8, 2025, and one third will vest on each of February 8, 2026 and February 8, 2027. Each PSU award is expressed in terms of a target number of shares. The actual number of shares earned under the PSUs, between 0% and 300% of the target, will be determined based on the Company’s cumulative DCF per share and ATSR from January 1, 2024 through December 31, 2026 compared topre-established performance targets. However, the PSUs granted to Mr. Hinz in 2024 did not contain the ATSR metric as he was not an NEO at the time. For a definition of DCF per share and ATSR in connection with the 2024 PSU awards, please see Appendix A. The PSU awards will vest upon certification by the Compensation Committee of the level of achievement of the performance conditions during the performance period, as illustrated below. The PSU award agreement provides for the settlement in cash of vested PSUs with a fair market value of $3,000,000 or less, with any remaining value above $3,000,000 to be settled in shares of the Company’s common stock or cash, at the discretion of the Compensation Committee. The RSU award agreement provides discretion to the

Compensation Committee to grant recipients the opportunity to elect to receive all or a portion of the vested RSUs in cash rather than shares.

In 2024, we decreased the targets for our cumulative DCF per share metric compared to the previous year as a result of lower anticipated Henry Hub and Gulf Coast netback curves reducing upside as compared to 2023. Given these market expectations, the Compensation Committee considered the goals for 2024 LTI awards to be at least as challenging as those set for prior periods.

Vesting is also subject to continued employment, with exceptions in some cases, including for achange-in-control or termination due to death or disability or retirement. Upon a “Change in Control” or a termination by the Company without “Cause” or by the award recipient for “Good Reason”, in each instance as defined in the PSU agreement and RSU agreement or the A&R 2020 Plan, the RSU and PSU awards will be treated in accordance with the Severance Plan (as described below). Upon a termination due to death or disability, all of the RSUs and the target number of PSUs will vest in full immediately. Upon retirement, the RSU and PSU awards will be treated in accordance with the Cheniere Energy, Inc. Retirement Policy (as described below). Each vested RSU and PSU will be settled for one share of the Company’s common stock or cash, as applicable and described herein. PSU agreements also contain clawback provisions that apply during the recipient’s employment with the Company and for one year following termination of employment, and remain subject to the Cheniere Energy, Inc. Clawback Policy (as described below).

PSU Vesting and Performance Achievement (2022-2024 Awards)

The PSU awards granted to Messrs. Fusco, Davis, Feygin, Markowitz and Grindal in 2022 relied on the performance metrics of cumulative DCF and ATSR and resulted in a 300% payout that vested in February 2025. The PSU award granted to Mr. Hinz in 2022, prior to his becoming an NEO, was based on DCF only and resulted in a 200% payout in February 2025. In October 2024, the Board provided an election form to the Company’s NEOs to elect to settle all or a portion of their 2022 PSU award in cash; provided that the Company had sufficient liquidity at the time the awards were settled to do so. This optional change in settlement method was previously approved by the Compensation Committee and the Board in order to provide liquidity to NEOs while limiting dilution from equity grants, consistent with the Company’s share repurchase program under its long-term capital allocation plan. The overall achievement for the 2022 PSU awards was determined as follows:

Cumulative Distributable Cash Flow

DCF for the 2022-2024 period totaled $80.15 / share, which resulted in a 200% achievement on the DCF metric.

ATSR Modifier

The ATSR modifier acts as a multiplier on earned DCF PSUs (up to+/-50%), as follows, for PSU awards granted in 2022 through 2024:

ATSR for the 2022-2024 period, determined in accordance with the table above, resulted in a 27.56% annualized return, well above the threshold for a 1.50x modifier.

RSU Cash Settlement

In November 2024, the Company and each officer of the Company who is required to file reports with the SEC pursuant to Section 16 of the Exchange Act (the “Electing Officers”), agreed to settle all of the restricted stock units held by the Electing Officer that were scheduled to vest in February 2025 in cash. Such cash settlement was conditioned on the Company having sufficient liquidity at the time the awards were settled and was limited to the extent necessary so that, immediately after giving effect to such settlement, each Electing Officer would own shares of the Company’s common stock with a value equal to at least two times the amount required to remain in compliance with the Company’s stock ownership guidelines as applied by the Board to such Electing Officer.

2025 LTI Awards

In February 2025, the Compensation Committee recommended and the Board approved long-term incentive awards as part of the Company’s LTI program for each of the executive officers of the Company.

The key terms of the RSUs and PSUs under the 2025 LTI Awards are consistent with the key terms of the RSUs and PSUs under the 2024 LTI Awards, with the exception of the ATSR modifier as shown below. The ATSR modifier was adjusted for 2025 after consideration of the growth of the Company since 2019 to present, a period during which market capitalization increased from $15 billion to over $50 billion and our share price almost quadrupled from $60, to ensure the goal remains appropriate given the size of the Company today.

ATSR Modifier

The ATSR modifier for PSU awards granted in 2025 and thereafter acts as a multiplier on earned DCF PSUs (up to+/-50%), as follows:

COMPENSATORY ARRANGEMENTS

Compensatory Arrangement with President and CEO

In connection with the appointment of Jack A. Fusco as President and CEO, the Company and Mr. Fusco entered into an employment agreement dated as of May 12, 2016, as amended on August 15, 2019 and August 11, 2021.

Our employment agreement with Mr. Fusco provides for an annual base salary of $1,250,000, subject to increase at the discretion of the Compensation Committee. The Compensation Committee reviews Mr. Fusco’s base salary on an annual basis, in light of our peer group and various factors including competitive market data and the performance of the Company and Mr. Fusco. As a result, in February 2025 the Compensation Committee recommended an increase to Mr. Fusco’s annual base salary to $1,785,000 from $1,700,000 in 2024.

Upon a termination of Mr. Fusco’s employment by the Company without cause, or by Mr. Fusco for good reason, Mr. Fusco will be entitled to receive, subject to his execution of a release of claims, (i) a cash severance payment equal to two times (or, if the termination of employment is within 12 months following achange-in-control, three times) the sum of Mr. Fusco’s annual base salary and annual target bonus; (ii) apro-rata annual bonus for the year of termination based on actual performance of the Company; (iii) any earned but unpaid bonus for the preceding fiscal year; (iv) reimbursement of COBRA premiums for up to 18 months; and (v) continued vesting of any outstanding long-term incentive awards that are scheduled to vest within one year following termination. If Mr. Fusco becomes eligible for severance pay under both the employment agreement and the Severance Plan (discussed below), then Mr. Fusco’s benefits will not be duplicated. Instead, the cash severance payable under the Severance Plan will be reduced by the cash severance payable under the employment agreement, Mr. Fusco will be entitled to thepro-rata bonus under either the employment agreement or Severance Plan (whichever is greater) and Mr. Fusco’s remaining long-term incentive awards (as determined in accordance with the employment agreement or Severance Plan, whichever is greater) will continue to vest in accordance with the terms of the employment agreement.

The employment agreement with Mr. Fusco was amended in 2019 to extend the term of the agreement and to update the scope of Mr. Fusco’snon-compete to reflect the Company’s current businesses. The amendment also revised the treatment of Mr. Fusco’s long-term incentive awards in the event that Mr. Fusco remains employed through the end of the term to provide that, if at the time that Mr. Fusco’s relationship with the Company concludes none of the conditions constituting “cause” under the Employment Agreement exist, then any outstanding long-term incentive awards will continue to vest in accordance with their terms. Mr. Fusco’s employment agreement was further amended in 2021 to extend the term from December 31, 2022 to March 31, 2024, and provide that the term will be extended automatically for consecutive periods of one year thereafter unless either party provides notice in accordance with the terms of the amendment. In 2025, the term of Mr. Fusco’s employment agreement was automatically extended for a one year period through March 31, 2026, as provided for by the 2021 amendment. The 2021 amendment also provides that, if Mr. Fusco remains employed through the end of the term of his employment agreement following a notice of its nonrenewal, and, at the time that Mr. Fusco’s relationship with the Company concludes none of the conditions constituting “cause” exist, (i) Mr. Fusco will be eligible for apro-rated bonus for the fiscal year of termination based on actual performance, and (ii) the Company will reimburse Mr. Fusco for COBRA premiums for himself and his dependents for up to 18-months following his termination date.

For additional details regarding Mr. Fusco’s employment agreement, please see “Severance Plan” below.

Transition Arrangement with Former Executive Vice President and Chief Operating Officer

On October 2, 2024, the Company and Mr. Grindal entered into a letter agreement regarding his transition from the Company. The letter agreement provided that Mr. Grindal would terminate employment with the Company on January 2, 2025.

In return for Mr. Grindal signing an effective release of claims and not resigning prior to January 2, 2025, the letter agreement provided that Mr. Grindal would be entitled to (i) the benefits in accordance with the Key Executive Severance Pay Plan, and (ii) outplacement services for 12 months and an additional amount of $24,000 for the costs associated with benefits.

BENEFITS AND PERQUISITES

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

Benefits

We offer the same health, welfare and retirement plans to all of our U.S. employees and executive officers.

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

Our international employees have a similar benefits package, adjusted for the customary practices in each location.

Perquisites

Perquisites are not a significant part of our compensation program and are provided to the executive officers on a limited basis. Because our executive officers’ duties require them to spend a significant amount of time traveling, the Company occasionally pays for charter flights for business purposes. Our executive officers’ personal guests are permitted to fly with them on these flights on limited occasions at nominal or no incremental cost to the Company.

Termination and Change-in-Control Benefits

The Company maintains a Key Executive Severance Pay Plan, as amended and restated (the “Severance Plan”), that has been reviewed and approved by the Compensation Committee and Board, and a Retirement Policy, as amended and restated (the “Retirement Policy”), to provide certain severance and retirement benefit protections, including those associated with achange-in-control.

Severance Plan

The Severance Plan is intended to provide severance compensation benefits to the executive officers and other officers of the Company and its affiliates in the event of the termination of their employment under certain circumstances. Under the Severance Plan, our officers, including our CEO and other executive officers, are eligible for certain post-employment compensation and benefits, which vary depending upon whether achange-in-control or termination of employment occurs. The Severance Plan also provides certain compensation and benefits in the event of achange-in-control of the Company. To the extent of any overlap, severance benefits for which an officer may be eligible to receive under any employment agreement, and any amounts to which the officer would be eligible to receive under the Severance Plan would be reduced so that no officer receives duplicative benefits. Please see “Potential Payments Upon Termination or Change-in-Control” on page 68 for additional information, and “Compensatory Arrangement with President and CEO” on page 54 of this Proxy Statement for details regarding the severance entitlements set forth in our CEO’s employment agreement.

Severance and Benefits in Connection with a Change-in-Control. With respect to each executive officer, upon the occurrence of achange-in-control, even absent a termination of employment, generally notwithstanding the provisions of any other benefit plan or agreement, and subject to certain conditions outlined in the Severance Plan:

In the event that an executive officer’s employment is terminated within three months prior to or 24 months following achange-in-control and upon the occurrence of the executive’s termination of employment by us without cause, or by such executive for good reason, then such officer is entitled to receive, in addition to, but not duplicative of, benefits resulting from apre-termination change-in-control, and subject to certain conditions outlined in the Severance Plan:

Severance and Benefits Not in Connection with a Change-in-Control. In the event that an executive officer’s employment is terminated by the officer for good reason or by us without cause, and not in connection with achange-in-control, as described above, then such officer is entitled to receive, subject to certain conditions outlined in the Severance Plan:

Provisions Applicable Whether or Not Termination is in Connection with a Change-in-Control. In addition to the above, for a period of 24 months following the termination date, subject to certain conditions outlined in the Severance Plan, the executive officer will receive continued subsidized health care benefits, to be provided concurrently with any health care benefit required under COBRA. At the discretion of the Company, the executive officers also may receive outplacement benefits at our expense.

As a condition to receiving benefits under the Severance Plan, participants will be subject to certain conditions, including entering intonon-competition, non-solicitation, non-disclosure, non-disparagement and release agreements with us.

If any amounts will become subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or otherwisenon-deductible under Section 280G of the Code, then such amounts will be reduced so as not to become subject to such excise tax, but only if the net amount of such payments as so reduced is greater than or equal to the net amount of such payments without such reduction. If any participant is a “specified employee” under Section 409A of the Code, any compensation or benefits to be paid or received under the Severance Plan as a result of termination of employment and that constitute“non-qualified deferred compensation” will be delayed in accordance with the Code.

Retirement Policy

The Retirement Policy is limited to employees located in the United States. The Retirement Policy is not applicable in the United Kingdom or any jurisdictions in which it would be a violation of applicable laws. The Retirement Policy also does not apply to the Company’s Chief Executive Officer.

EXECUTIVE COMPENSATION PROCESS

Under the Retirement Policy, an employee is eligible for a “Qualifying Retirement” upon resigning from the Company if he or she is at least 60 years old, has at least four years of service with the Company or its affiliates (or a combination of both), with a combined sum of the age and full years of service with the Company or its affiliates (or a combination of both) equal to at least 72 years and circumstances constituting “cause” do not exist. Following an eligible employee’s Qualifying Retirement, the continuous employment requirement for all of such employee’s long-term incentive awards granted prior to the Effective Date will be waived, and all such awards will continue to vest in accordance with their terms. In addition, for awards granted under the Company’s LTI program after the Effective Date, following a Qualifying Retirement, an employee’s outstanding unvested time-based incentive awards will immediately vest, and the employee’s outstanding unvested performance-based incentive awards will vestpro-rata, based on the whole number of months served by the employee in the performance period (or, if longer, service vesting period) prior to his or her retirement, on the normal schedule applicable to such awards and based on actual performance results at the end of the relevant period. Only such time-based incentive awards and performance-based incentive awards granted at least six months prior to the Qualifying Retirement will be eligible under the Retirement Policy.

The determination of whether an employee satisfies the criteria for a Qualifying Retirement will be determined by the Company in its sole discretion. The Retirement Policy will not apply to new hire awards, special retention awards, other awards not part of any annual long-term incentive compensation program or awards under any annual cash bonus program, except as otherwise determined by the Company on acase-by-case basis. The treatment of an employee’s outstanding awards under the Retirement Policy as described above is subject to the employee’s execution of a release of claims against the Company and compliance with restrictive covenants as set forth in the Retirement Policy.