The following is an overview of information that you will find throughout this Proxy Statement in connection with the 2025 Annual Meeting of Shareholders (the “Meeting”) of Cheniere Energy, Inc. (“Cheniere,” the “Company,” “we,” “our,” or “us”). 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 2024 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2024, available on our website atwww.cheniere.com/2025AnnualMeeting. The Notice of Annual Meeting (“Notice”), Proxy Statement, proxy card and 2024 Annual Report on Form 10-K for the year ended December 31, 2024, are being mailed or otherwise made available to shareholders on or about April 8, 2025.
ANNUAL MEETING OF SHAREHOLDERS
| TIME AND DATE: | 9:00 a.m. Central Time on May 15, 2025 |
| PLACE: | Cheniere Energy, Inc. 845 Texas Avenue, Suite 1250 Houston, Texas 77002 |
| RECORD DATE: | The close of business on March 31, 2025 (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 84 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 | 10 |
| 2 | Advisory and non-binding vote on the compensation of the Company’s named executive officers for 2024 (say-on-pay vote) | FOR | 79 |
| 3 | Ratification of appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2025 | FOR | 82 |
2024 PERFORMANCE AND
STRATEGIC ACCOMPLISHMENTS
The following items highlight our 2024 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 40 of this Proxy Statement.
| OUTSTANDING FINANCIAL RESULTS Net Income of $3.3 billion Exceeded high end of original Full Year 2024 Consolidated Adjusted EBITDA & Distributable Cash Flow guidance ranges by ~$155 million and ~$300 million, respectively Out-earned our 9-train run-rate Consolidated Adjusted EBITDA & Distributable Cash Flow guidance for the 3rd year in a row | EXECUTION OF LONG-TERM CAPITAL ALLOCATION PLAN ~$5.4 billion deployed under “20/20 Vision” capital allocation plan Repurchased ~13.8 million shares for ~$2.3 billion & increased share repurchase authorization by $4 billion through 2027 Increased quarterly dividend in Q3 by ~15% to $2.00/share annualized, with $1.87/share of dividends declared for 2024 Funded ~$1.5 billion of capex towards financially disciplined growth at CCL Stage 3 Project Repaid $800 million of long-term indebtedness & issued inaugural investment grade bond at Cheniere Energy, Inc. | BEST IN CLASS SAFETY & SEAMLESS LNG OPERATIONS Top quintile safety record with Total Reportable Incident Rate (TRIR) of 0.15 Exported record 646 cargoes & loaded record 2,327 TBtu, representing ~11% of global LNG produced in 2024 >95% utilization rate in 2024 vs. ~89% global average1 Signed multi-decade ~0.5 MTPA contract in support of future expansion Set voluntary, measurement-informed Scope 1 methane emissions intensity target | PREMIER LNG DEVELOPMENT CCL Stage 3 Project ahead of schedule & 77.2%2 complete at year-end, with first LNG from Train 1 achieved in December 2024 and substantial completion of Train 1 achieved in March 2025 Received order granting authorization from FERC to site, construct and operate the CCL Midscale Trains 8 & 9 Project in March 2025, remaining on track to FID the project in 2025 Submitted applications to FERC & DOE for the SPL Expansion Project Granted FTA export authorization by DOE for the SPL Expansion Project |
|---|
| * | Net income refers to net income attributable to Cheniere. For a definition of Consolidated Adjusted EBITDA and Distributable Cash Flow and a reconciliation of these non-GAAP measures to net income attributable to Cheniere, the most directly comparable GAAP financial measure, please see Appendix C. |
|---|
| 1 | Global utilization average in 2023 per International Gas Union. Cheniere utilization reflects 2024 feed gas processed / production capacity. |
| 2 | CCL Stage 3 Project completion percentage as of December 31, 2024 and reflects: engineering 97.2% complete, procurement 97.2% complete, subcontract work 88.2% complete and construction 42.6% complete. |
Strategic Accomplishments: Adding to our Foundation for Growth and Cash Flow Stability
| • | Achieved key milestones for our growth projects: Throughout 2024, we continued to advance >20 mtpa of accretive, brownfield growth across our platform: |
|---|
| • | In June 2024, we received a positive Environmental Assessment from the Federal Energy Regulatory Commission (“FERC”) with respect to two midscale Trains with an expected total production capacity of approximately 3 mtpa of LNG (the “CCL |
2024 PERFORMANCE AND STRATEGIC ACCOMPLISHMENTS
Midscale Trains 8 & 9 Project”) adjacent to the expansion consisting of seven midscale Trains with an expected total production capacity of over 10 mtpa of LNG (the “CCL Stage 3 Project”), both adjacent to the natural gas liquefaction and export facilities at the Corpus Christi LNG terminal (together with the CCL Stage 3 Project, the “CCL Project”), and in March 2025 received the order granting authorization from FERC to site, construct and operate the CCL Midscale Trains 8 & 9 Project. We anticipate receiving all remaining necessary regulatory approvals in 2025 in order to reach Final Investment Decision (“FID”) in 2025.
| • | In October 2024, we received authorization from the Department of Energy (“DOE”) to export LNG to Free-Trade Agreement (“FTA”) countries from the SPL Expansion Project, an expansion adjacent to the natural gas liquefaction and export facilities at the Sabine Pass LNG terminal in Louisiana (the “SPL Project”), with a total production capacity of up to approximately 20 mtpa of LNG, inclusive of estimated debottlenecking activities (the “SPL Expansion Project”). |
| • | Signed a new long-term contract: During 2024, we built upon the commercial momentum for the SPL Expansion Project, bringing total long-term contracts supporting the project to ~7 mtpa, with contracts extending into the 2050s: |
|---|
| • | In July 2024, Cheniere Marketing, LLC (“Cheniere Marketing”) entered into a long-term LNG sale and purchase agreement (“SPA”) with Galp Trading S.A. (“Galp”), a subsidiary of Galp Energia, SGPS, S.A., under which Galp has agreed to purchase approximately 0.5 mtpa of LNG for 20 years from Cheniere Marketing on a free-on-board basis. Deliveries are expected to commence in the early 2030s and are subject to, among other things, a positive FID with respect to the second train of the SPL Expansion Project. |
Operational Highlights: Industry Leading Safety, Growing Production, and Operational Excellence
| • | Reliable and growing production: As of February 14, 2025, approximately 3,930 cumulative LNG cargoes totaling approximately 270 million tonnes of LNG have been produced, loaded and exported from the CCL Project and the SPL Project. |
|---|
| • | CCL Stage 3 Project execution: In December 2024, we achieved first LNG production from Train 1 of the CCL Stage 3 Project, in February 2025, the first cargo of LNG was produced from the CCL Stage 3 Project, and in March 2025, Train 1 of the CCL Stage 3 Project achieved substantial completion. |
|---|
| • | Operational excellence enabled industry leading safety results: For full year 2024, over 16.5 million hours of labor were completed with a Total Recordable Incident Rate (employees and contractors combined) of 0.15, which places us within the top quintile of our industry. |
|---|
Financial Highlights: Financial Results and Consistent Outperformance Relative to Guidance
| • | For full year 2024, we generated: |
|---|
| • | Revenue of approximately $15.7 billion and Net Income of approximately $3.3 billion. |
| • | Consolidated Adjusted EBITDA of approximately $6.2 billion, exceeding the high end of the original guidance range. |
| • | Distributable Cash Flow of approximately $3.7 billion, exceeding the high end of both the original and latest guidance ranges. |
| • | During 2024, we accomplished the following pursuant to our long-term capital allocation priorities: |
|---|
| • | We repurchased approximately 13.8 million shares of our common stock for approximately $2.3 billion, and increased our share repurchase authorization by $4.0 billion through 2027. |
| • | Excluding amounts refinanced, SPL redeemed $800 million of outstanding aggregate principal amount of its senior secured notes. |
| • | We paid dividends of $1.805 per share of common stock in the aggregate during the year ended December 31, 2024, which included a ~15% increase to the third quarter dividend on an annualized basis. |
| • | We continued to invest in accretive organic growth, funding approximately $1.5 billion of capital expenditures related to the CCL Stage 3 Project. |
| • | We issued our inaugural investment grade bond at Cheniere Energy, Inc. |
| • | Ratings upgrades: Throughout 2024, the Cheniere complex received three distinct upgrades to the credit ratings of its entities by the ratings agencies, marking 22 upgrades since 2021 and further solidifying our investment grade ratings across our corporate structure. |
|---|
As the leading U.S. LNG exporter, we aim to supply customers with affordable, reliable, and cleaner-burning natural gas. The focus of our climate strategy is to measure and mitigate emissions—to support Cheniere’s LNG supplies in remaining economically and climate-competitive in a lower carbon future. This strategy is reflected in a cadence of actions that focus on science, operational excellence, collaboration along our supply chain, and transparency. We continue to advance our efforts to better understand the emissions profile of the LNG we deliver to our customers, and to identify strategic and cost-effective opportunities to improve greenhouse gas (“GHG”) emissions performance.
2024 Environmental, Social and Governance Highlights
Our 2024 environmental, social and governance (“ESG”) highlights include:
| • | We announced a voluntary, measurement-informed Scope 1 annual methane emissions intensity target, committing to consistently maintain a Scope 1 annual methane emissions intensity of 0.03% per tonne of LNG produced across our two U.S. Gulf Coast liquefaction facilities by 2027. This commitment is a direct result of our years-long strategy to use science-based, measurement-informed data to achieve targeted and transparent climate action. |
|---|
| • | We incorporated the learnings and results of our multi-year, multi-scale Quantification, Monitoring, Reporting, and Verification (“QMRV”) research and development (“R&D”) project to develop an emissions measurement and mitigation program. This program informs our mitigation strategies including the previously mentioned methane emissions intensity target. |
|---|
| • | In 2024, we were awarded Gold Standard Pathway by the United Nations Environmental Programme’s (“UNEP”) Oil & Gas Methane Partnership (“OGMP”) 2.0, in recognition of our actions to reduce methane emissions and provide measurement-based transparent reporting to the highest OGMP 2.0 standard available. |
|---|
| • | In August 2024, we published Energy Secured, Benefits Delivered, our fifth Corporate Responsibility report, which details our approach to and progress on ESG issues. |
|---|
| • | We continued our commitment to inclusion throughout our workforce and in the communities where we operate, including through increased engagement in underserved communities. |
|---|
| • | During 2024, the Cheniere team supported our communities with over 11,000 hours of volunteering in the communities where we live and work and $5.8 million of direct giving, including employee-matching gifts. |
|---|
Recognition
In 2024, Cheniere received the following scores and recognition:
| • | Achieved the highest possible rating of AAA (on a scale of AAA-CCC) in the MSCI ESG Ratings assessment. |
|---|
| • | For the third consecutive year, Cheniere topped Extel’s All-America Executive Team rankings for the Natural Gas & Master Limited Partnership sector and was named one of the surveys Most Honored Companies. |
|---|
| • | Our SPL Project surpassed 10 million work hours without a lost-time injury, underscoring the site’s commitment to safety. SPL received Elite Silver and Innovation safety awards from the American Fuel and Petrochemical Manufacturers for its 2023 performance. |
|---|
| • | Cheniere was featured as an Industry Leader in this year’s JUST Capital Rankings of America’s Most JUST Companies. |
|---|
| • | Ranked Top Performer in both the Employee Wellness and Training & Development categories on the JUST Capital 2024 JUST Jobs Scorecard. |
|---|
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.
The “Governance Information” section of this Proxy Statement, beginning on page 21, 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 Chief Executive Officer (“CEO”) is the only management director. |
|---|
| Board Composition and Refreshment | • Our director nominees have an average age of 63 and average tenure of 5.8 years (as of the date of the Annual Meeting, May 15, 2025). • As highlighted in our skills matrix, our director nominees individually and collectively represent a robust mix of backgrounds, experience and skillsets relevant to the Company’s business and strategic objectives. • To encourage board refreshment, we have adopted a mandatory retirement policy pursuant to which non-employee directors are generally required to retire upon the earlier of reaching 75 years of age or 15 years of service. |
|---|
| 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. |
|---|
| Independent Board Leadership Structure | • Our Chairman of the Board and CEO roles have been split since December 2015. • Our independent Non-Executive Chairman of the Board provides leadership to the Board and promotes the Board’s independent oversight of management. |
|---|
| Risk Oversight | • The Board has oversight responsibility for key risks (including liquidity, credit, operations, ESG, cybersecurity and regulatory compliance) facing the Company, including assessing 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 our 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. |
|---|
| Director Compensation Limit | • We have capped the aggregate compensation that may be granted to a non-employee director with respect to service for a single calendar year at $750,000, subject to the discretion of the Compensation Committee. Please see “Director Compensation” on page 33 of this Proxy Statement. |
|---|
| Accountability to Shareholders | • Directors are elected annually by a majority of the votes cast (in uncontested elections) 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. • As set forth in our “proxy access” Bylaws, 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 CEO. |
|---|
| Service on Other Boards | • No director should serve on so many other public or private company boards that his or her ability to devote the necessary time and attention to his or her duties to the Board or to the Company’s affairs would be compromised. Outside board service is evaluated in connection with the annual nomination process for directors. • Directors should promptly notify the Chief Legal Officer or Chief Compliance and Ethics Officer in advance of accepting any new board position outside of charitable and civic organizations. |
|---|
| Other Governance Highlights | • We have adopted a mandatory clawback policy applicable to our current and former Section 16 officers. • 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
OUR DIRECTOR NOMINEES
You are being asked to vote on the election of the ten director nominees listed below. Each director is elected annually by a majority of the votes cast. Detailed information about each nominee, including their background and relevant skills and expertise, can be found in “Proposal 1 – Election of Directors” beginning on page 10.
| COMMITTEE MEMBERSHIPS |
|---|
| NAME PRINCIPAL OCCUPATION | AGE (AS OF MAY 15, 2025) | DIRECTOR SINCE | INDEPENDENT | AC | G&N | CC |
|---|
| G. Andrea Botta Chairman of the Board, Cheniere Energy, Inc.; President, Glenco LLC | 71 | 2010 | Yes | | Chair | |
|---|
| Jack A. Fusco President and Chief Executive Officer, Cheniere Energy, Inc. | 62 | 2016 | No | |
|---|
| Patricia K. Collawn Chairman and Chief Executive Officer, TXNM Energy, Inc. | 66 | 2021 | Yes | | ● | ● |
|---|
| Brian E. Edwards Senior Vice President, Caterpillar Inc. | 59 | 2022 | Yes | ● | | ● |
|---|
| Denise Gray Chief Executive Officer, DKTN Consulting LLC and Former Director External Affairs and Government Relations, North America, LG Energy Solution Michigan Inc. | 62 | 2023 | Yes | ● | | ● |
|---|
| Lorraine Mitchelmore Director, Suncor Energy Inc. and Bank of Montreal, Former President and Canada Country Chair, Shell Canada Limited | 62 | 2021 | Yes | ● | ● | |
|---|
| W. Benjamin Moreland Private Investor and Former Chief Executive Officer, Crown Castle International Corp. | 61 | 2025 | Yes | F | | ● |
|---|
| Donald F. Robillard, Jr. President of Robillard Consulting, LLC, Former Executive Vice President, Chief Financial Officer and Chief Risk Officer of Hunt Consolidated, Inc. | 73 | 2014 | Yes | Chair; F | ● | |
|---|
| Matthew Runkle Senior Managing Director, Head of Renewables and Midstream, Blackstone Inc. | 47 | 2025* | No | |
|---|
| Neal A. Shear Senior Advisor and Chair of the Advisory Committee of Onyxpoint Global Management LP | 70 | 2014 | Yes | | ● | Chair |
|---|
| AC: Audit Committee | F: Audit Committee Financial Expert |
|---|
| G&N: Governance and Nominating Committee |
|---|
| CC: Compensation Committee |
|---|
| * | Mr. Runkle previously served on the Board from April 2023 to April 2024. |
|---|
Summary of Director Core Competencies
Our Board believes that having a robust mix of complementary qualifications, skills, expertise and other attributes is essential to meeting its oversight responsibility.
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 |
|---|
| • | Prohibition on insider trading |
|---|
| • | Robust stock ownership guidelines |
|---|
| • | No defined benefit retirement plan or supplemental executive retirement plan |
|---|
| • | Strong compensation risk management program |
|---|
| • | Clawback policy that requires the Board to recoup erroneously paid performance-based incentive compensation from the Company’s current and former Section 16 officers in the event of a financial restatement |
|---|
| • | Non-employee director equity compensation limits |
|---|
EXECUTIVE COMPENSATION HIGHLIGHTS
| • | Minimum vesting schedule for long-term incentive awards of at least 12 months, subject to limited exceptions |
|---|
| • | 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 apay-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. Changes to the executive compensation program are 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 Compensation Committee and Board’s decisions and outcomes in 2024, 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, ESG and strategic goals |
|---|
| • | Performance-based long-term incentive awards are tied to specific and formulaic financial performance and stock price growth objectives |
|---|
2024 Compensation Highlights
During 2024, the Compensation Committee and Board continued to monitor market conditions and address feedback from 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 2024 performance across multiple financial, operating, safety and strategic metrics. |
|---|
| • | Performance share units awarded in 2022 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 2022-2024 period. |
|---|
| • | In February 2024, the Board approved our 2024 annual performance scorecard, which continued to emphasize financial and operational discipline, as well as safety and ESG metrics and milestones. |
|---|
During 2024, members of our Board and senior management engaged with shareholders holding more than 50% of our outstanding common stock, with the Company’s executive compensation program being a component of these engagements. We are committed to maintaining an open dialogue with our shareholders to ensure the successful evolution of our executive compensation program going forward.
