8-KLeadership Changes

Cheniere Energy, Inc. 8-K Report, Executive Changes (Feb 20, 2019)

Filed February 20, 2019For Securities:LNG

Summary

Cheniere Energy, Inc. (LNG) filed an 8-K on February 19, 2019, detailing changes to its executive compensation structure. The Board of Directors, upon recommendation from the Compensation Committee, approved a new Performance Stock Unit Award Agreement (PSU Agreement) for its named executive officers. This updated agreement allows for a maximum payout of 300% of the target level for performance stock units, an increase from previous terms. Furthermore, the filing discloses specific PSU awards granted to key executives, including CEO Jack Fusco, with the number of shares earned contingent on achieving specific cumulative distributable cash flow (DCF) per share and total shareholder return targets between January 1, 2019, and December 31, 2021. This move signals a continued emphasis on performance-based incentives tied to financial and shareholder returns.

Key Highlights

  • 1Approval of a new Performance Stock Unit (PSU) Award Agreement for named executive officers.
  • 2Maximum potential payout for PSUs increased to 300% of the target level.
  • 3Specific PSU awards granted to named executive officers on February 13, 2019.
  • 4Earned PSUs are contingent on achieving cumulative Distributable Cash Flow (DCF) per share and Total Shareholder Return targets.
  • 5Performance period for PSU awards is from January 1, 2019, to December 31, 2021.
  • 6Actual shares earned can range from 25% to 300% of the target level, dependent on DCF performance.
  • 7Vesting of PSU awards is subject to Compensation Committee certification of performance achievement.

Frequently Asked Questions

The primary change is the adoption of a new Performance Stock Unit (PSU) Award Agreement that increases the maximum potential payout for performance stock units to 300% of the target level.

The number of PSUs earned will be determined by Cheniere's cumulative Distributable Cash Flow (DCF) per share and Total Shareholder Return over the period from January 1, 2019, to December 31, 2021, compared to pre-established targets.

The actual number of shares earned under the PSUs will be determined after December 31, 2021, based on the achievement of the performance conditions and will vest upon certification by the Compensation Committee.

Specific PSU awards were granted to Cheniere's named executive officers, including Jack Fusco (CEO), Michael Wortley, Anatol Feygin, Sean Markowitz, and Douglas Shanda.