Jack A. Fusco
Cheniere EnergyAbout Jack A. Fusco
Jack A. Fusco is President & CEO of Cheniere Energy (since May 2016) and a director (since June 2016). Age 62; B.S. Mechanical Engineering, California State University, Sacramento (1984) . Under his tenure, Cheniere delivered 2024 revenue of ~$15.7B, net income of ~$3.3B, Consolidated Adjusted EBITDA of ~$6.2B, and Distributable Cash Flow of ~$3.7B, while advancing growth projects ahead of schedule and executing buybacks/dividend increases . For the 2022–2024 PSU cycle, cumulative DCF/share achieved a 200% payout and Absolute TSR delivered 27.56% annualized, lifting PSU payout to 300% via a 1.50x ATSR modifier—evidence of strong value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Calpine Corporation | CEO; Executive Chairman | CEO: Aug 2008–May 2014; Exec Chair: May 2014–May 11, 2016 | Led turnaround post-bankruptcy, scaled America’s largest gas-fired generator; managed commodity/trading and balance sheet risks |
| Calpine Corporation | Director | 2008–Mar 2018 | Served until sale to Energy Capital Partners consortium |
| Texas Genco LLC | Chairman & CEO | 2004–2006 | Transitioned from regulated utility subsidiary to profitable independent; >5x shareholder return upon merger with NRG |
| Orion Power Holdings | President & CEO | 1998–2002 | Founded with Goldman Sachs backing; built IPP platform |
| Goldman Sachs | Vice President (commodities/wholesale power) | ~1997–1998 | Led commodity trading/marketing, precursor to Orion Power |
| Pacific Gas & Electric | Engineering roles | 1984–~1997 | Early career in utility operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American-Italian Cancer Foundation | Director | Current | Non-profit board service |
| Industry recognition | Best CEO (Institutional Investor) | 2012; 2020; 2023; 2024 | Multiple sector-leading CEO awards |
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual Base Salary (rate) | $1,700,000 | $1,785,000 | 2025 increase approved Feb 2025 |
| Salary Earned (SCT) | $1,680,769 | — | SCT reflects actual 2024 salary paid |
| Target Bonus % of Salary | 160% | — | Target set under Annual Incentive Program |
| Actual Bonus Paid | $5,418,240 | — | Scorecard result 166% of target with 120% individual adjustment |
Performance Compensation
Annual Incentive Scorecard (2024)
| Metric | Threshold | Target | Stretch | Weight | 2024 Actual | % Achievement |
|---|---|---|---|---|---|---|
| Scorecard EBITDA excl. commodity margin ($mm) | $3,950 | $4,200 | $4,400 | 25% | $4,352 | 176% |
| Commodity Margin ($mm) | $1,250 | $1,500 | $1,600 | 5% | $1,825 | 200% |
| Adjusted SG&A ($mm) | $256 | $233 | $222 | 5% | $216 | 200% |
| Asset Production (TBtu) | 2,257 | 2,322 | 2,348 | 10% | 2,327 | 118% |
| Adjusted O&M ($mm) | $1,728 | $1,584 | $1,505 | 10% | $1,542 | 153% |
| ESG – Emissions Strategy | Program milestones | FEED CCS | Methane target & OGMP Gold | 10% | Achieved | 200% |
| ESG – Safety (TRIR) | 0.74 | 0.32 | 0.12 | 10% | 0.15 | 184% |
| ESG – DEI (qualitative) | Discretion | Discretion | Discretion | 5% | Achieved | 125% |
| Governance – Compliance (qual.) | Discretion | Discretion | Discretion | 5% | Achieved | 125% |
| Strategic – Stage 3 Progress | 71% | 75% | 81% | 5% | 77.2% | 168% |
| Strategic – Expansion & Growth | Progress | File & progress | On track to FID | 10% | Achieved | 150% |
| Weighted Average Payout | — | — | — | — | — | 166% |
Long-Term Incentive Awards (LTI)
| Award Year | Target Value | Mix | RSUs Granted | PSUs Granted (Target) | Key Vesting Terms |
|---|---|---|---|---|---|
| 2024 | $17,000,000 (1,000% of base) | 50% RSUs / 50% PSUs | 50,677 | 50,677 | RSUs vest 1/3 on Feb 8, 2025/2026/2027; PSUs 3-year cliff (DCF/share + ATSR), settle partly in cash above thresholds |
| 2025 | $17,850,000 (1,000% of base) | 50% RSUs / 50% PSUs | 39,978 | 39,978 | 2025 ATSR modifier tightened to 12%/8.5% bands |
| PSU Cycle | DCF Metric Result | ATSR Annualized | ATSR Modifier | Final PSU Payout |
|---|---|---|---|---|
| 2022–2024 | $80.15/share → 200% | 27.56% | 1.50x | 300% of target |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (CEI common) | 724,062 shares; <1% of outstanding | Outstanding shares: 222,814,436 ; excludes 90,767 unvested RSUs |
| Unvested RSUs (by grant) | 21,686 (2022); 34,008 (2023); 50,677 (2024) | Ratable vesting over three years |
| Unearned PSUs (max, by grant) | 195,168 (2022); 153,036 (2023); 152,031 (2024) | 3-year cliff, performance certified at period end |
| 2024 Stock Vested (RSUs/PSUs) | 318,019 shares; $53,506,977 value | Includes cash settlements per plan mechanics |
| Ownership Guidelines (CEO) | 6x base salary; in compliance | Retention requirement until compliance met |
| Hedging/Pledging | Prohibited for officers/directors | Insider Trading Policy and governance guidelines |
Insider selling pressure considerations:
- RSU vesting concentrated annually (Feb 8), with 2025 settlements for Section 16 officers allowed in cash to limit dilution and provide liquidity . This reduces open-market sales risk near vest dates but implies cash outflows at vesting.
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | Effective May 12, 2016; amended Aug 15, 2019 and Aug 11, 2021; auto-renews annually; current term through Mar 31, 2026 |
| Severance (no CIC) | 2x (base + target bonus); pro-rata bonus; prior-year unpaid bonus; up to 18 months COBRA reimbursement; continued vesting of awards scheduled within 1 year |
| Severance (with CIC) | 3x (base + target bonus); pro-rata target bonus; prior-year bonus; accelerated vesting per Severance Plan; CIC equity vesting: time-based vest fully; performance-based vest at greater of target or actual (TSR uses actual TSR as of CIC) |
| Equity Treatment (general) | Death/disability: RSUs and target PSUs vest immediately; retirement per Retirement Policy (CEO excluded) |
| Restrictive Covenants | Non-compete scope updated in 2019; Severance Plan conditions include non-compete, non-solicit, non-disparagement, confidentiality |
| 280G/4999 Treatment | Cutback to avoid excise tax if net benefit of reduction is greater/equal; no gross-ups disclosed |
| Clawback | Company-wide clawback policy compliant with SEC/NYSE; equity awards include clawback provisions (including 1-year post-termination for PSUs) |
Board Governance
- Board service: Director since 2016; CEO is only management director; not on standing committees .
- Board leadership: Independent Non-Executive Chairman since 2015; CEO and Chair roles split; committees comprised and chaired solely by independent directors; independent directors evaluate CEO compensation; executive sessions without management .
- Committee roles: None (CEO not on Audit, Compensation, or Governance committees) .
- Attendance: 100% Board meeting attendance in 2024 .
- Director compensation: CEO receives no additional compensation for board service .
- Dual-role implications: Split Chair/CEO mitigates independence concerns; robust oversight via independent committees and executive sessions .
Compensation Structure Analysis
- Mix skewed to performance: Majority of pay delivered via PSUs/RSUs tied to multi-year DCF/share and ATSR outcomes; annual bonus based on rigorous, multi-metric scorecard; no stock options granted .
- 2024 changes: CEO LTI target raised from 977% to 1,000% of base to maintain market competitiveness vs peer group; ATSR modifier tightened for 2025 reflecting scale and share price growth since 2019 .
- Governance protections: Mandatory clawback, no hedging/pledging, rigorous ownership guidelines; no material perquisites; strong say‑on‑pay support (>90%) .
- Peer group benchmarking: Broad energy peers by enterprise value/assets; reviewed annually with Meridian Compensation Partners as independent consultant, no conflicts found .
Related Party Transactions and Red Flags
- Related party transactions: None since January 1, 2024 .
- Tax gross-ups: None for parachute; minor gross-ups noted for service awards/perks at lower levels; perqs not material .
- Options repricing: Company does not grant stock options; no repricings .
- Say-on-pay: Over 90% approval in 2024, indicating strong shareholder alignment .
Expertise & Qualifications
- Technical and operating credentials across utilities, IPPs, trading, and LNG projects; repeated industry recognition as Best CEO; leadership of brownfield expansions and early first LNG from Corpus Christi Stage 3 ahead of schedule .
Performance & Track Record
- 2024 outcomes: revenue ~$15.7B; net income ~$3.3B; Consolidated Adjusted EBITDA ~$6.2B; DCF ~$3.7B; record LNG cargoes and utilization; Stage 3 Train 1 substantial completion in March 2025; increased repurchase authorization by $4B; dividend up ~15% .
- LT value creation: 2022–2024 ATSR 27.56% annualized; PSU payout at maximum due to strong DCF/share and share performance .
Equity Ownership & Alignment Details (Breakdown)
| Category | Count/Value |
|---|---|
| CEI common owned | 724,062 shares; <1% of outstanding |
| Unvested RSUs outstanding | 21,686 (2022); 34,008 (2023); 50,677 (2024) |
| Maximum PSUs outstanding | 195,168 (2022); 153,036 (2023); 152,031 (2024) |
| 2024 vesting realized | 318,019 shares; $53,506,977 value |
| Pledging/Hedging | Prohibited |
| Ownership guideline compliance | CEO meets guideline (6x salary) |
Investment Implications
- Pay-for-performance linkage is strong: multi-year PSUs driven by absolute DCF/share and ATSR, plus annual scorecard execution, yielded above-target payouts—supporting confidence in execution and capital allocation discipline .
- Insider selling pressure moderated by plan design: RSUs/PSUs vesting clustered in February, but cash settlement options and no pledging policy limit forced selling and alignment remains high through ownership guidelines .
- Retention risk low near term: Auto-renewing contract through March 2026; severance economics are competitive but balanced with clawbacks and restrictive covenants; strong say-on-pay and governance reduce headline risk .
- Trading signals: Maximum PSU payout (300%) on 2022–2024 suggests exceptional shareholder return and DCF delivery; continued 2025 LTI metrics/ATSR thresholds are more demanding, which could temper future payouts unless growth sustains—watch DCF guidance and ATSR versus new bands .