Brian E. Edwards
Cheniere EnergyAbout Brian E. Edwards
Brian E. Edwards, age 59, has served as an independent director of Cheniere Energy, Inc. since 2022 and is a member of both the Audit Committee and the Compensation Committee . He is Senior Vice President at Caterpillar Inc. (Remanufacturing Division) since January 2021; prior roles include executive leadership at Progress Rail and 20+ years across GE and General Motors in manufacturing, engineering, and supply chain. He holds a B.S. in Chemical Engineering (Youngstown State University) and an M.S. in Manufacturing Management (GMI/Kettering University), and completed Caterpillar’s “Digging Deep” executive program through Stanford . The Board has determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Senior Vice President, Remanufacturing Division | Jan 2021–present | Industrial manufacturing, engineering, supply chain leadership |
| Progress Rail (Caterpillar subsidiary) | VP Sales & Marketing; Executive Vice President of rolling stock | 2010–various | Sales/ops leadership in rail rolling stock |
| General Electric | Manufacturing/Engineering/Supply Chain roles | Various years | Early-career functional expertise |
| General Motors | Manufacturing/Engineering/Supply Chain roles | Various years | Early-career functional expertise |
External Roles
| Organization | Role | Public Company Board? | Tenure |
|---|---|---|---|
| Caterpillar Inc. | Senior Vice President | No (executive role, not a directorship disclosed) | Jan 2021–present |
Proxy biography does not list other public-company directorships for Mr. Edwards .
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; not designated as chair or audit financial expert .
- Attendance (FY2024): Board 100%; Audit 100%; Compensation 100% .
- Independence: Determined independent by the Board as of April 2025 .
- Audit Committee report: Listed as a signatory member alongside the Chair .
| FY2024 Meetings | Board | Audit Committee | Compensation Committee | Independence |
|---|---|---|---|---|
| Meetings Held / Attendance | 8 / 100% | 8 / 100% | 5 / 100% | Independent |
Fixed Compensation
- Director compensation program (effective May 2024): Annual non-employee director compensation increased from $295,000 to $315,000. Election options: either 100% in restricted stock, or $120,000 cash + $195,000 restricted stock. Chair fees: Audit Chair $30,000; Compensation Chair $25,000; Governance & Nominating Chair $20,000; Non-Executive Chairman $200,000. Restricted stock (equity retainer and 50% of chair fees) vests on the earlier of the day before the next annual meeting or first anniversary of grant; if cash elected in equity, it vests quarterly. DSU deferral available for 100% of annual equity compensation .
- Meeting fees: Not disclosed; directors reimbursed for travel-related expenses when applicable .
| FY2024 Non-Employee Director Compensation (Mr. Edwards) | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Amounts | 110,000 | 195,131 (grant-date fair value at $157.11/share, May 23, 2024) | — | 305,131 |
Grant detail:
- Shares granted: 1,242 restricted shares/DSUs on May 23, 2024; outstanding as of 12/31/2024: 1,242 restricted stock; 0 DSUs .
Performance Compensation
Directors do not receive performance-based bonuses or option awards; equity is time-based restricted stock or DSUs under the director program .
| Component | Performance Metrics | Vesting | Grant Date | Shares | Fair Value ($) |
|---|---|---|---|---|---|
| Equity Retainer (Restricted Stock) | None (time-based; no revenue/EBITDA/TSR metrics) | Earlier of day prior to next annual meeting or first anniversary; quarterly if cash portion elected as stock | May 23, 2024 | 1,242 | 195,131 |
| DSU Election | None (mirrors restricted stock vesting) | Same as restricted stock | N/A (no DSUs outstanding) | 0 | N/A |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock |
|---|---|---|---|
| None disclosed in proxy biography | — | — | None disclosed |
Policy on outside boards: Directors’ external board service is evaluated annually; directors must notify the CLO/Chief Compliance & Ethics Officer before accepting new board positions .
Expertise & Qualifications
- Deep knowledge of industrial manufacturing, engineering, and supply chain; decades of leadership in large organizations .
- Educational credentials: B.S. Chemical Engineering (Youngstown State), M.S. Manufacturing Management (GMI/Kettering), Caterpillar executive development (Stanford) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Cheniere common) | 3,276; less than 1% of class |
| Record date shares outstanding | 222,814,436 |
| Restricted stock outstanding (12/31/2024) | 1,242 |
| DSUs outstanding (12/31/2024) | 0 |
| Stock ownership guidelines | Minimum 3x annual equity retainer; compliance required within 5 years; interim thresholds apply |
| Compliance status | All non-employee directors in compliance |
| Pledging/Hedging policy | Prohibits pledging, margin accounts, hedging or short sales of Company stock |
Governance Assessment
- Board effectiveness: 100% attendance across Board, Audit, and Compensation indicates high engagement; service on both Audit and Compensation supports cross-functional oversight .
- Independence and conflicts: Board affirmed independence; no related-party transactions since Jan 1, 2024, reducing conflict risk .
- Compensation alignment: Mix of cash ($110k) and time-based equity ($195k) aligns director incentives with shareholders; no options, bonuses, or per-meeting fees; program benchmarked to peer group and adjusted in May 2024 to remain market-competitive .
- Skills relevance: Manufacturing, engineering, and supply chain expertise provide operational perspective beneficial to LNG project execution and procurement oversight .
- Audit financial expert: Not designated as financial expert; Audit Chair and two directors hold the designation—mitigates risk while Edwards contributes as an Audit member .
RED FLAGS
- None observed: 100% attendance ; independence confirmed ; no related-party transactions ; anti-pledging/hedging policies in place .