G. Andrea Botta
Cheniere EnergyAbout G. Andrea Botta
G. Andrea Botta, age 71, has served on Cheniere Energy’s Board since 2010 and is the Non-Executive Chairman and Chair of the Governance and Nominating Committee. He is President of Glenco LLC (since February 2006) and previously held senior roles at Morgan Stanley (Managing Director, 1999–Feb 2006) and EXOR America/IFINT-USA (President, 1993–1999; Vice President of Acquisitions for more than five years prior). He holds a degree in Economics and Business Administration from the University of Torino (1976). The Board has determined he is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glenco LLC | President | Feb 2006–present | Private investment leadership; investing expertise brought to Board |
| Morgan Stanley | Managing Director | 1999–Feb 2006 | Global finance experience |
| EXOR America, Inc. (formerly IFINT-USA) | President | 1993–Sep 1999 | Strategic investment leadership |
| IFINT-USA, Inc. | Vice President of Acquisitions | >5 years prior to 1993 | M&A/investing experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Graphic Packaging Holding Company | Director | Mar 2008–Feb 2018 | Public company board experience |
Board Governance
- Independent Non-Executive Chairman since Dec 2015; presides over Board and executive sessions, sets agendas, liaises with CEO, and may engage directly with major shareholders per Charter .
- Committees are chaired solely by independent directors; governance highlights include prohibition on hedging/pledging, rigorous ownership guidelines, annual say-on-pay, and proxy access bylaws .
| Committee | Role | Meetings in FY2024 | Attendance |
|---|---|---|---|
| Board | Non-Executive Chairman | 8 | 100% |
| Governance & Nominating | Chair | 6 | 100% |
| Audit | Not a member | 8 | — |
| Compensation | Not a member | 5 | — |
- Independence: The Board determined Messrs. Botta, Edwards, Moreland, Robillard and Shear and Mmes. Collawn, Gray and Mitchelmore are independent .
- Mandatory retirement policy: non-employee directors generally retire at the earlier of age 75 or 15 years of service; the Board reviews refreshment annually .
Fixed Compensation (Director)
| Component | Amount ($) | Detail |
|---|---|---|
| Fees earned/paid in cash | $220,000 | $200,000 Non-Executive Chairman fee + $20,000 Governance & Nominating Committee Chair fee |
| Annual director compensation structure (effective post-2024 meeting) | $315,000 | Choice: 100% restricted stock OR $120,000 cash + $195,000 restricted stock; additional Chair fees may be taken 100% stock or 50/50 cash/stock |
| Vesting (retainer & 50% of chair fees when taken in stock) | — | Restricted stock vests on earlier of day immediately prior to next annual meeting or first anniversary of grant; cash-equivalents vest quarterly if elected in stock |
Performance Compensation (Director Equity)
| Award Type | Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| Restricted stock or DSUs | May 23, 2024 | 1,862 | $292,539 | Retainer equity vests on earlier of day before next annual meeting or first anniversary of grant; DSUs follow same schedule if elected | None; director equity is time-based (no performance conditions) |
- Company currently does not grant stock options as part of compensation program .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Notes/Interlocks |
|---|---|---|---|
| Graphic Packaging Holding Company | Prior | Director (2008–2018) | No interlocks disclosed with Cheniere’s customers, suppliers, or competitors . |
- Compensation Committee composition in 2024: Collawn, Gray, Edwards, Shear; all independent; no interlocks or insider participation were disclosed .
- Peer group used for compensation benchmarking (execs; also referenced for director comp reviews): Air Products, Baker Hughes, ConocoPhillips, Enterprise Products, EOG, Halliburton, Hess, Kinder Morgan, LyondellBasell, Marathon, Occidental, ONEOK, Phillips 66, Suncor, Targa, Valero, Williams . Director pay reviewed periodically against this peer group with independent consultant .
Expertise & Qualifications
- Unique international perspective and significant investing expertise (30+ years, primarily private equity) .
- Board leadership experience and governance oversight as Non-Executive Chair and G&N Chair .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Cheniere shares) | 33,934 |
| Shares outstanding (Record Date) | 222,814,436 |
| Ownership % of outstanding | ~0.015% (33,934 ÷ 222,814,436) |
| Restricted stock outstanding (12/31/2024) | 0 |
| Deferred stock units outstanding (12/31/2024) | 6,068 |
| Hedging/pledging | Prohibited by policy; directors may not hedge or pledge Company stock |
| Director stock ownership guidelines | Minimum 3x annual equity retainer; all non-employee directors in compliance |
Governance Assessment
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Strengths
- Independent Non-Executive Chair with clear chartered responsibilities; strong separation of Chair/CEO roles since 2015 .
- Full attendance in 2024 Board and committee meetings; active committee leadership .
- Independent status affirmed; robust governance policies (no hedging/pledging, clawback for Section 16 officers, stock ownership guidelines) .
- No related party transactions since Jan 1, 2024, reducing conflict risk .
- Shareholder support: 2024 say-on-pay received over 90% approval, indicating general confidence in governance/comp practices .
-
Watch items
- Board refreshment policy generally requires retirement at the earlier of age 75 or 15 years of service; with service since 2010 and age 71, Botta approaches the 15-year service threshold, implying potential near-term succession planning considerations for Board leadership .