10-K/APeriod: FY2001

Cheniere Energy, Inc. Annual Report (Amendment), Year Ended Dec 31, 2001

Filed May 14, 2002For Securities:LNG

Summary

This 10-K/A filing from Cheniere Energy, Inc. (LNG) for the period ending December 31, 2001, provides insights into the company's leadership and compensation structures. The document details the directors and executive officers, highlighting extensive experience in the energy and finance sectors. It also outlines the compensation awarded to key executives, predominantly through stock options, with limited base salaries and bonuses for some. Notably, the filing addresses Section 16(a) reporting compliance, stating that all requirements were met with a minor exception. Furthermore, the report sheds light on the security ownership of major stakeholders and management, revealing significant holdings by BSR Investments, Ltd. (controlled by the mother of Chairman Charif Souki) and by the directors and officers as a group. The filing also discloses certain related party transactions, including consulting fees paid to Charif Souki and placement fees to a company associated with his brother, all of which the company asserts were conducted on arm's length terms and approved by the Board.

Key Highlights

  • 1The Board of Directors and Executive Officers possess substantial experience in the energy and finance industries, with backgrounds from companies like Mobil, Shell, Exxon, and major investment firms.
  • 2Executive compensation for 2001 was heavily weighted towards stock options, with no cash bonuses for most top executives, indicating a focus on aligning executive interests with long-term shareholder value.
  • 3Charles M. Reimer, President and CEO, received a significant increase in annual compensation in 2000 and was granted a substantial number of stock options, reflecting his critical role.
  • 4BSR Investments, Ltd., controlled by the mother of Chairman Charif Souki, is a significant shareholder, holding approximately 10.8% of the outstanding common stock and holding warrants for additional shares.
  • 5The company states that all Section 16(a) beneficial ownership reporting requirements were met for the fiscal year ended December 31, 2001, with the exception of a late filing by Walter Williams.
  • 6Outside directors received no cash compensation in 2001 but were granted stock options as compensation for their services.
  • 7Related party transactions include consulting fees paid to Chairman Charif Souki and placement fees to a company associated with his brother, with the company asserting these were on arm's length terms and approved by the Board.

Frequently Asked Questions

Cheniere's leadership team, including directors and executive officers, possesses extensive experience. Many individuals have backgrounds in major oil and gas companies (e.g., Mobil, Shell, Exxon), investment banking, and private equity, bringing a wealth of industry and financial expertise to the company.

In 2001, executive compensation primarily consisted of base salaries and long-term compensation in the form of stock options or SARs. Bonuses were less common for most executives, with Charif Souki receiving a bonus contingent on liquidity.

Yes, BSR Investments, Ltd. is a significant beneficial owner, holding approximately 10.8% of the outstanding common stock as of April 1, 2002. This entity is controlled by Nicole Souki, the mother of Chairman Charif Souki, although Charif Souki disclaims beneficial ownership of these shares.

Yes, the filing discloses that Cheniere paid consulting fees to its Chairman, Charif Souki, and placement fees to Investors Administration Services, Limited, a company in which Charif Souki's brother is a principal. The company asserts that all such transactions were approved by the Board and conducted on terms comparable to or more favorable than arm's length transactions.