Cheniere Energy : Proxy Statement FY 2022

CHENIERE ENERGY, INC.

2023

PROXY

STATEMENT

April 10, 2023

To our Shareholders:

It is our pleasure to invite you to attend the Cheniere Energy, Inc. 2023 Annual Meeting of Shareholders (the "Meeting"). The Meeting will be held at 9:00 a.m. Central Time, on May 11, 2023 at our corporate headquarters located at 700 Milam Street, Suite 1900, Houston, Texas 77002.

The following Notice of Annual Meeting describes the business to be conducted at the Meeting. We encourage you to review the materials and vote your shares.

You may vote via the Internet, by telephone, or by submitting your completed proxy card by mail. If you attend the Meeting, you may vote your shares in person if you are a shareholder of record.

Thank you for your continued support as investors in Cheniere Energy, Inc.

Very truly yours,

G. Andrea Botta	Jack A. Fusco
Chairman of the Board	President and Chief Executive Officer

CHENIERE ENERGY, INC.

700 Milam Street, Suite 1900 Houston, Texas 77002 [phone]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE:	9:00 a.m., Central Time on May 11, 2023
PLACE:	Cheniere Energy, Inc.
	700 Milam Street, Suite 1900
	Houston, TX 77002
ITEMS OF BUSINESS:	• To elect nine members of the Board of Directors named in this proxy statement to hold
	office for a one-year term expiring at the 2024 Annual Meeting of Shareholders.
	• To approve, on an advisory and non-binding basis, the compensation of the Company's
	named executive officers for 2022 (say-on-pay vote).
	• To approve, on an advisory and non-binding basis, the frequency of holding future
	advisory votes on the compensation of the Company's named executive officers (say-on-
	frequency vote).
	• To ratify the appointment of KPMG LLP as the Company's independent registered public
	accounting firm for 2023.
	• To vote on a shareholder proposal regarding climate change risk analysis, if properly
	presented at the Meeting.
	• To transact such other business as may properly come before the Meeting and any
	adjournment or postponement thereof.
RECORD DATE:	You can vote if you were a shareholder of record as of the close of business on March 27,
	2023.
PROXY VOTING:	It is important that your shares be represented and voted at the Meeting. You can vote your
	shares by completing and mailing the enclosed proxy card or by voting on the Internet or by
	telephone. See details under the heading "Frequently Asked Questions-Howdo I vote?"
ELECTRONIC AVAILABILITY	We are making this Proxy Statement, including the Notice of Annual Meeting and 2022
OF PROXY MATERIALS:	Annual Report on Form 10-K for the year ended December 31, 2022, available on our website
	at: www.cheniere.com/2023AnnualMeeting.

By order of the Board of Directors

Sean N. Markowitz

Corporate Secretary

April 10, 2023

TABLE OF CONTENTS

PROXY SUMMARY

PROPOSAL 1 - ELECTION OF DIRECTORS

DIRECTORS AND NOMINEES . . . . . . . . . . . . . . . . . . . . .

DIRECTOR NOMINATIONS AND QUALIFICATIONS . .

DIRECTOR BIOGRAPHIES . . . . . . . . . . . . . . . . . . . . . . . .

GOVERNANCE INFORMATION

BOARD COMMITTEE MEMBERSHIP AND MEETING ATTENDANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DIRECTOR INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . .

BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

SHAREHOLDER OUTREACH-GOVERNANCE . . . . . . .

CORPORATE RESPONSIBILITY . . . . . . . . . . . . . . . . . . . .

MEETINGS AND COMMITTEES OF THE BOARD . . . . .

REVIEW OF COMPENSATION RISK . . . . . . . . . . . . . . . . .

CODE OF BUSINESS CONDUCT AND ETHICS AND CORPORATE GOVERNANCE GUIDELINES . . . . . . . .

DIRECTOR ORIENTATION AND CONTINUING EDUCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . .

DIRECTOR COMPENSATION . . . . . . . . . . . . . . . . . . . . . .

MANAGEMENT

EQUITY COMPENSATION PLAN INFORMATION

SECURITY OWNERSHIP

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . .

SHAREHOLDER OUTREACH-COMPENSATION . . . . .

EXECUTIVE COMPENSATION PHILOSOPHY & OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM . . . . . . . . . . . . . . . . . . .

EXECUTIVE COMPENSATION PROCESS . . . . . . . . . . . .

COMPENSATION COMMITTEE REPORT . . . . . . . . . . . .

COMPENSATION TABLES . . . . . . . . . . . . . . . . . . . . . . . .

1

10

10

12

14

20

20

20

21

22

23

27

30

31

31

31

32

35

37

38

40

40

45

45

46

56

60

61

CEO PAY RATIO

PAY VERSUS PERFORMANCE

PROPOSAL 2 - ADVISORY AND NON-BINDING VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR 2022

PROPOSAL 3 - ADVISORY AND NON-BINDING VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS

AUDIT COMMITTEE MATTERS

PROPOSAL 4 - RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023

PROPOSAL 5 - SHAREHOLDER PROPOSAL REGARDING CLIMATE RISK ANALYSIS

FREQUENTLY ASKED QUESTIONS

OTHER MATTERS

SHAREHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . .

DIRECTOR NOMINEES . . . . . . . . . . . . . . . . . . . . . . . . . .

COMMUNICATIONS WITH THE BOARD . . . . . . . . . . .

HOUSEHOLDING OF PROXY MATERIALS . . . . . . . . . .

AVAILABILITY OF DOCUMENTS . . . . . . . . . . . . . . . . . .

APPENDIX A: Definition of Cumulative Distributable Cash Flow Per Share and Absolute Total Shareholder Return for 2022 LTI Awards

APPENDIX B: Definition of Cumulative Distributable Cash Flow Per Share and Absolute Total Shareholder Return for 2023 LTI Awards

APPENDIX C: Definition and Reconciliation of Non-GAAP Measures

72

73

77

78

79

81

82

87

91

91

91

92

92

92

A-1

B-1

C-1

Note Regarding Forward-Looking Statements

This Proxy Statement contains forward-looking statements relating to, among other things, business strategy, performance and expectations for project development, as well as our goals in relation to environmental and social matters. The reader is cautioned not to place undue reliance on these statements and should review the sections captioned "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" in our Annual Report on Form 10-K for important information about these statements, including the risks, uncertainties and other factors that could cause actual results to vary materially from the assumptions, expectations and projections expressed in any forward-looking statements. These forward-looking statements speak only as of the date made, and, other than as required by law, we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or developments or otherwise.

Website References

This Proxy Statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

PROXY SUMMARY

The following is an overview of information that you will find throughout this Proxy Statement in connection with the 2023 Annual Meeting of Shareholders (the "Meeting") of Cheniere Energy, Inc. ("Cheniere" or the "Company"). 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 2022 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2022, available on our website at www.cheniere.com/2023AnnualMeeting. The Notice of Annual Meeting ("Notice"), Proxy Statement, proxy card and 2022 Annual Report on Form 10-K for the year ended December 31, 2022, are being mailed to shareholders on or about April 10, 2023.

A N N U A L M E E T I N G O F S H A R E H O L D E R S

TIME AND DATE:	9:00 a.m., Central Time on May 11, 2023
PLACE:	Cheniere Energy, Inc.
	700 Milam Street, Suite 1900
	Houston, TX 77002
RECORD DATE:	The close of business on March 27, 2023 (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 87 of this Proxy Statement for more information.

V O T I N G M A T T E R S A N D B O A R D R E C O M M E N D A T I O N S

PROPOSAL DESCRIPTION	BOARD VOTE RECOMMENDATION	PAGE REFERENCE
(FOR MORE DETAILS)
1	Election of directors	FOR EACH NOMINEE	10

• Advisory and non-binding vote on the compensation

	of the Company's named executive officers for 2022	FOR	77
	(say-on-pay vote)
3	Advisory and non-binding vote on the frequency of
	holding future advisory votes on the compensation of	FOR 1 YEAR	78

the Company's named executive officers (say-on- frequency vote)

• Ratification of appointment of KPMG LLP as the

	Company's independent registered public accounting	FOR	81
	firm for 2023
5	Shareholder proposal regarding climate change risk	AGAINST	82

analysis, if properly presented at the Meeting

2 0 2 3 P R O X Y S T A T E M E N T

1