Cheniere Energy : Proxy Statement FY 2021

CHENIERE ENERGY, INC.

2022

PROXY STATEMENT

April 8, 2022

To our Shareholders:

It is our pleasure to invite you to attend the Cheniere Energy, Inc. 2022 Annual Meeting of Shareholders (the "Meeting"). The Meeting will be held at 9:00 a.m. Central Time, on May 12, 2022 at our corporate headquarters located at 700 Milam Street, Suite 1900, Houston, Texas 77002. As part of our precautions regarding COVID-19, we are planning for the possibility that the Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance as promptly as practicable, and details on how to participate will be included in a press release available atwww.cheniere.com/2022AnnualMeeting and filed with the Securities and Exchange Commission as additional proxy materials. If you are planning to participate in the Meeting, please check the Company's website prior to the meeting date.

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 12, 2022

PLACE:

Cheniere Energy, Inc.

700 Milam Street, Suite 1900 Houston, TX 77002*

ITEMS OF BUSINESS:

• • To elect ten members of the Board of Directors named in this proxy statement to hold office for a one-year term expiring at the 2023 Annual Meeting of Shareholders.

• • To approve, on an advisory and non-binding basis, the compensation of the Company's named executive officers for 2021.

• • To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2022.

• • 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 28, 2022.

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 "How do I vote?"

ELECTRONIC AVAILABILITY OF PROXY MATERIALS:

We are making this Proxy Statement, including the Notice of Annual Meeting and 2021 Annual Report on Form 10-K for the year ended December 31, 2021, available on our website at:www.cheniere.com/2022AnnualMeeting.

By order of the Board of Directors

Sean N. Markowitz

Corporate Secretary

April 8, 2022

* As part of our precautions regarding COVID-19, we are planning for the possibility that the Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance as promptly as practicable, and details on how to participate will be included in a press release available atwww.cheniere.com/2022AnnualMeeting and filed with the Securities and Exchange Commission as additional proxy materials. It is important that you retain a copy of the control number found on your proxy card, as such number will be required in order for shareholders to gain access to any meeting held solely by means of remote communication.

TABLE OF CONTENTS

PROXY SUMMARY

PROPOSAL 1 - ELECTION OF DIRECTORS

DIRECTORSANDNOMINEES ..................... DIRECTOR NOMINATIONS AND QUALIFICATIONS . . DIRECTORBIOGRAPHIES ........................

GOVERNANCE INFORMATION

BOARD COMMITTEE MEMBERSHIP AND MEETING

ATTENDANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DIRECTORINDEPENDENCE ......................

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

INSIDERPARTICIPATION .......................

DIRECTORCOMPENSATION ......................

MANAGEMENT

EQUITY COMPENSATION PLAN INFORMATION

SECURITY OWNERSHIP

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVESUMMARY .......................... SHAREHOLDER OUTREACH-COMPENSATION . . . . .

EXECUTIVE COMPENSATION PHILOSOPHY &

OBJECTIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9 11 13

19

19 19

20

21

22

26

29 30 30 30 30

33 35 36 38

38 41 42

Note Regarding Forward-Looking Statements

1 9

COMPONENTS OF OUR EXECUTIVE

COMPENSATIONPROGRAM ..................

EXECUTIVE COMPENSATION PROCESS . . . . . . . . . . . COMPENSATION COMMITTEE REPORT . . . . . . . . . . . COMPENSATIONTABLES .......................

CEO PAY RATIO

PROPOSAL 2 - ADVISORY AND NON-BINDING VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS FOR 2021

REPORT OF THE AUDIT COMMITTEE

PROPOSAL 3 - RATIFICATION OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022

FREQUENTLY ASKED QUESTIONS

OTHER MATTERS

SHAREHOLDERPROPOSALS ..................... DIRECTORNOMINEES .......................... 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 2021 LTI Awards

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

APPENDIX C: Definition and Reconciliation of Non-GAAP Measures

43 53 57 58

70

71 72

73 76 80

80

80

81

81

81

A-1

B-1

C-1

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.

PROXY SUMMARY

The following is an overview of information that you will find throughout this Proxy Statement in connection with the 2022 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 2021 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2021, available on our website atwww.cheniere.com/2022AnnualMeeting. The Notice of Annual Meeting ("Notice"), Proxy Statement, proxy card and 2021 Annual Report on Form 10-K for the year ended December 31, 2021, are being mailed to shareholders on or about April 8, 2022.

ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE:	9:00 a.m., Central Time on May 12, 2022
PLACE:	Cheniere Energy, Inc.
700 Milam Street, Suite 1900
Houston, TX 77002
RECORD DATE:	The close of business on March 28, 2022 (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 76 of this Proxy Statement for more information.

VOTING MATTERS AND BOARD RECOMMENDATIONS

PAGE REFERENCEPROPOSAL DESCRIPTION BOARD VOTE RECOMMENDATION

(FOR MORE DETAILS)

1 2

Election of directors

FOR EACH NOMINEE

9

Advisory and non-binding vote on the compensation of the Company's named executive officers for 2021

FOR

71

3

Ratification of appointment of KPMG LLP as the Company's independent registered public accounting firm for 2022

FOR

73

2022 PROXY STATEMENT 1