Cheniere Energy, Inc.

Board of Directors & Executive Officers

Board of Directors Executive Officers

Compensation Committee

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Compensation Committee Charter

As Amended and Restated 
March 12, 2015



The Compensation Committee (the “Committee”) of the board of directors (the “Board”) of Cheniere Energy, Inc. (the “Company”) shall consist of three or more directors as determined by the Board, each of whom shall be free from any relationship that in the opinion of the Board would interfere with the exercise of independent judgment as a member of the Committee.  Each member shall be a “non-employee director” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and at least two members shall be an “outside director” as defined in Section 162(m) (“Section 162(m)”) of the Internal Revenue Code of 1986, as amended (the “Code”).  Each member of the Committee shall also be independent in accordance with the Exchange Act and the rules of NYSE MKT LLC (the “NYSE MKT”).


Upon appointment to the Committee, each member shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal.  One member of the Committee will be designated by the Board as Chairman and will be responsible for the scheduling of regular and special meetings and the functioning of the Committee.  The Board may, pursuant to the Amended and Restated By-laws of the Company, as amended from time to time (the “Bylaws”), remove a member of the Committee at any time, with or without cause, provided that the Board must, at all times, assure that the Committee will have a Chairman and sufficient members to satisfy the requirements set forth above relating to the number and qualifications of Committee members.


The Committee may appoint a sub-committee consisting of at least two Committee members to exercise any and all of the powers and authority of the Committee as provided in the resolutions establishing such sub-committee.



The purpose of the Committee is to carry out the responsibilities delegated to it by the Board relating to the review, recommendation or determination of executive compensation matters.



The Committee shall meet as often as necessary, but at least once annually, to carry out its responsibilities.  Meetings may be in person, by telephone or videoconference as needed to conduct the business of the Committee.  For the transaction of any business at any meeting of the Committee or a sub-committee, a majority of the members shall constitute a quorum.  The Committee or sub-committee shall take action by the affirmative vote of a majority of the members present at a duly held meeting.  The Committee or sub-committee may also take action by unanimous written consent to the fullest extent permitted by the Delaware General Corporation Law and the Bylaws.  The Committee may invite such members of management to its meetings as it deems appropriate.  The Committee and any sub-committee shall cause to be kept minutes of all proceedings.  The Chairman of the Committee shall report on any Committee or sub-committee meetings held at the next regularly scheduled Board meeting following such meeting.



The Committee shall have the duties and responsibilities set forth below:

A sub-committee which meets the requirements of Section 162(m) shall perform all of the above-described duties and responsibilities relating to compensation of the CEO and other executive officers to the extent that the Committee intends such compensation to meet the requirements of Section 162(m) of the Code for performance-based compensation.


The Committee shall have 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.  The Company shall provide appropriate funding, as determined by the Committee, for any such advisers.  The Committee shall conduct such reviews and assessments of any adviser as may be required by the rules of the NYSE MKT and the rules and regulations of the SEC.

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