Cheniere Energy Partners LP

Compensation Discussion and Analysis

Our general partner has paid no cash compensation to its executive officers since its inception. All of the executive officers of our general partner are also executive officers of Cheniere. Cheniere compensates these officers for the performance of their duties as executive officers of Cheniere, which includes managing our partnership. Cheniere does not allocate this compensation between services for us and services for Cheniere and its affiliates. Instead, an affiliate of Cheniere provides us various general and administrative services for our benefit, such as technical, commercial, regulatory, financial, accounting, treasury, tax and legal staffing and related support services, pursuant to a services agreement for which we pay a quarterly non-accountable overhead reimbursement charge of $3 million (adjusted for inflation). For a description of the services agreement, see Note 14—Related Party Transactions of our Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.

In 2007, the board of directors of our general partner adopted the Cheniere Energy Partners, L.P. Long-Term Incentive Plan for employees, consultants and directors of our general partner, employees of its affiliates and consultants to its subsidiaries. The purpose of the plan is to enhance attraction and retention of qualified individuals who are essential for the successful operation of our partnership and to encourage them to align their interests with our interests through an equity ownership stake in us. The plan allows for the grant of options, restricted units, phantom units and unit appreciation rights. Up to 1,250,000 units may be granted under the plan. The only awards that have been granted under the plan have been made to the non-management directors of our general partner in the form of phantom units to be settled, at the director’s election, in common units, cash or in equal amounts over a four-year vesting period.

Compensation Committee Report

As discussed above, the board of directors of our general partner does not have a compensation committee. In fulfilling its responsibilities, the board of directors of our general partner, acting in lieu of a compensation committee, has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the board of directors of our general partner recommended that the Compensation Discussion and Analysis be included in this annual report on Form 10-K.

By the members of the board of directors of our general partner:

Jack A. Fusco

Brian Baker

James R. Ball

Zach Davis

Christopher Dell’Amore

Corey Grindal

Taylor Johnson

Lon McCain

Vincent Pagano, Jr.

Scott Peak

Oliver G. Richard, III

Compensation Committee Interlocks and Insider Participation

As discussed above, the board of directors of our general partner does not have a compensation committee. If any compensation is to be paid to our general partners’ officers, the compensation would be reviewed and approved by the entire board of directors of our general partner because they perform the functions of a compensation committee in the event such committee is needed. None of the directors or executive officers of our general partner served as a member of a compensation committee of another entity that has or has had an executive officer who served as a member of the board of directors of our general partner during 2023.

Director Compensation

On July 22, 2014, the board of directors of our general partner approved an annual fee of $70,000 to each non-management director of our general partner for services as a director effective pro-rata as of the date of the approval. Also approved were annual fees of $30,000 for the chairman of the audit committee; $15,000 for the members of the audit committee other than the chairman; $10,000 for the chairman of the conflicts committee; $2,500 per meeting for the members of the conflicts committee, including the chairman; $10,000 for the chairman of the executive committee; $2,500 per meeting for the non-employee members of the executive committee, including the chairman; and $30,000 for the chairman of the CMI SPA Committee. All directors’ fees are pro-rated from the date of election to the board and are payable quarterly.

In addition to the annual fees paid to the non-management directors, Messrs. Ball, McCain, Pagano and Richard each receive 3,000 phantom units annually. Vesting will occur for one-fourth of the phantom units on each anniversary of the grant date beginning on the first anniversary of the grant date. Upon vesting, the phantom units will be payable, at the director’s election, in common units, cash in an amount equal to fair market value of a common unit on such date, or an equal amount of both. The directors receive no distributions, and no distributions accrue, on the outstanding phantom units. Mr. Baker serves as an Operating Partner for Brookfield’s Infrastructure Group, Mr. Dell’Amore serves as a Principal in the Infrastructure Group for Blackstone Inc. and Mr. Peak serves as a Managing Partner and Head of North America for Brookfield’s Infrastructure Group. They do not receive additional compensation for service as directors.

The following table shows the compensation paid for service as a member of the board of directors of our general partner for the 2023 fiscal year:

(1)Reflects aggregate grant date fair value. The phantom units are to be settled, at the director’s election, in common units, cash, or an equal amount of both. The units are valued using the closing unit price on the date of grant and are revalued on a quarterly basis through the date of vesting.

(2)Messrs. Fusco, Davis and Grindal served as executive officers of our general partner and as executive officers of Cheniere during fiscal year 2023. Mr. Johnson served as an officer of our general partner and as an officer of Cheniere since June 28, 2023. Mr. Wyatt served as an officer of our general partner and as an executive officer of Cheniere from January 1 until June 28, 2023. Cheniere compensates these officers for the performance of their duties as employees of Cheniere, which includes managing our partnership. They do not receive additional compensation for service as directors.

(3)Effective as of January 31, 2023, Messr. Dell’Amore was appointed to the board of directors of our general partner and Messr. Kuhnley resigned as a member of the board of directors of our general partner. Effective April 4, 2023, Messrs. Baker and Peak were appointed to the board of directors of our general partner and Messrs. Murski and Runkle each resigned as a member of the board of directors of our general partner. Effective as of June 28, 2023, Messr. Johnson was appointed to the board of directors of our general partner and Messr. Wyatt resigned as a member of the board of directors of our general partner.

(4)Messrs. Baker, Dell’Amore, Kuhnley, Murski, Peak, and Runkle are employees of Blackstone or Brookfield, as applicable. They do not receive additional compensation for service as directors.

(5)Mr. Ball was granted 3,000 phantom units in 2023 with a grant date fair value of $159,780. In addition, Mr. Ball received $119,835 in cash and 750 common units on account of 3,000 phantom units granted in earlier years that vested in 2023. As of December 31, 2023, he held 7,500 phantom units and 6,750 common units for a total of 14,250 units.

(6)Mr. McCain was granted 3,000 phantom units in 2023 with a grant date fair value of $134,730. In addition, Mr. McCain received $33,683 in cash and 2,250 common units on account of 3,000 phantom units granted in earlier years that vested in 2023. As of December 31, 2023, he held 7,500 phantom units and 13,875 common units for a total of 21,375 units.

(7)Mr. Pagano was granted 3,000 phantom units in 2023 with a grant date fair value of $177,900. In addition, Mr. Pagano received $88,950 in cash and 1,500 common units on account of 3,000 phantom units granted in earlier years that vested in 2023. As of December 31, 2023, he held 7,500 phantom units and 11,625 common units for a total of 19,125 units.

(8)Mr. Richard was granted 3,000 phantom units in 2023 with a grant date fair value of $159,780. In addition, Mr. Richard received $79,890 in cash and 1,500 common units on account of 3,000 phantom units granted in earlier years that vested in 2023. As of December 31, 2023, he held 7,500 phantom units and 15,750 common units for a total of 23,250 units.

Indemnification of Directors

We have entered into indemnification agreements with each of our directors, which provide for indemnification with respect to all expenses and claims that a director incurs as a result of actions taken, or not taken, on our behalf while serving as a director, officer, employee, controlling person, selling unitholder, agent or fiduciary of Cheniere Partners GP or any of our subsidiaries. Pursuant to the agreements, no indemnification will generally be provided (1) for claims brought by the director, except for a claim of indemnity under the indemnification agreement, if we approve the bringing of such claim, or if the Delaware Limited Liability Company Act requires providing indemnification because our director has been successful on the merits of such claim, (2) for claims under Section 16(b) of the Exchange Act, or (3) if there has been a final judgment entered by a court determining that the director acted in bad faith, engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that the conduct was unlawful. Indemnification will be provided to the extent permitted by law, Cheniere Partners GP’s certificate of formation and limited liability company agreement, and to a greater extent if, by law, the scope of coverage is expanded after the date of the indemnification agreements. In all events, the scope of coverage will not be less than what was in existence on the date of the indemnification agreements.