Matthew Runkle

About Matthew Runkle

Matthew Runkle, age 47, is a director of Cheniere Energy, Inc. (LNG). He rejoined the Board in April 2025 following a prior term from April 2023 to April 2024, and is a Senior Managing Director and Head of Renewables and Midstream within Blackstone’s Infrastructure Group. He holds a Bachelor’s degree in Geology and Geophysics from Yale University .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Runkle is not independent; he was appointed pursuant to an Investors’ and Registration Rights Agreement (IRRA) with CQP Holdco (f/k/a Blackstone CQP Holdco LP) and related parties. Eight of ten nominees are independent; Mr. Runkle is not listed among them .
• Committee assignments: As of April 8, 2025, Mr. Runkle is not a member of the Audit, Governance & Nominating, or Compensation Committees .
• Attendance: In 2024, Board met 8 times; Mr. Runkle attended 100% of Board meetings during his service period. He was not on Board committees in 2024 .
• Appointment mechanism: Appointed in April 2025 under the 2012 IRRA; CQP Holdco’s director nominee has alternated between Messrs. Runkle and Peak since April 2022 .

Fixed Compensation

• Director compensation program (for non-employee directors): Annual compensation increased from $295,000 to $315,000 effective after the 2024 meeting; payable as 100% restricted stock or $120,000 cash + $195,000 restricted stock. Chair fees: Audit ($30,000), Compensation ($25,000), Governance ($20,000); Non-Executive Chair ($200,000). Restricted stock generally vests on the earlier of the day before the next annual meeting or first anniversary; cash alternative vests quarterly when elected in stock .
• Mr. Runkle’s 2024 compensation: $0; he did not receive Board compensation or equity due to arrangements between him and Blackstone .

Performance Compensation

• Cheniere does not attach performance metrics (e.g., TSR, EBITDA) to non-employee director compensation grants; director equity is time-based restricted stock/DSUs under the A&R 2020 Plan .

Other Directorships & Interlocks

• Public company and affiliate boards: Tallgrass Energy Partners GP, L.P. (public midstream affiliate); multiple terms at Cheniere Partners GP (affiliate to LNG). His appointment to Cheniere’s Board was made under IRRA rights held by CQP Holdco (Blackstone-related), creating an investor-designation interlock rather than management interlock .
• Related-party transactions: The Company disclosed no related party transactions since January 1, 2024; Audit Committee reviews any such transactions >$120,000 pursuant to charter .

Expertise & Qualifications

• Domain expertise: Energy infrastructure investing with focus on renewables and midstream; experience across power and midstream assets. Education in geology and geophysics supports technical understanding of energy infrastructure .

Equity Ownership

• Beneficial ownership: 0 shares of Cheniere common stock as of the March 31, 2025 record date; the Company had 222,814,436 shares outstanding. Mr. Runkle does not receive director equity grants due to Blackstone arrangements .
• Ownership guidelines: Non-employee directors must hold at least 3x annual equity retainer; the Company states all non-employee directors are in compliance and prohibits pledging/hedging of Company stock. Note: Mr. Runkle’s individual compliance status is not separately disclosed; Governance & Nominating Committee can grant exemptions in hardship cases .

Policies relevant to alignment:

• No pledging or hedging of Company stock; insider trading policy applies to directors .
• Director ownership guidelines: minimum 3x equity retainer; Company disclosure indicates compliance across non-employee directors .

Governance Assessment

• Committee effectiveness: Not serving on any committees limits direct influence over audit, compensation, and governance processes; however, Board attendance was strong (100%), indicating engagement at the full Board level .
• Independence and potential conflicts: Not independent; appointed under shareholder IRRA (CQP Holdco/Blackstone) and employed by Blackstone. This presents a governance sensitivity regarding investor representation versus minority shareholder alignment. Mitigants include robust Board-level independence (8/10 nominees), separation of Chair/CEO, and independent-only committee membership .
• Ownership and pay alignment: $0 director compensation and 0 share ownership reduce direct “skin-in-the-game” alignment versus other directors who receive equity. Company-level policies (ownership guidelines, anti-hedging/anti-pledging) promote alignment generally, but individual compliance status for Mr. Runkle is not separately detailed .
• Related-party risk: No related party transactions in 2024; Audit Committee oversight framework in place for any future transactions .
• Shareholder signals: 2024 say-on-pay received >90% support, indicating broad investor approval of compensation governance; ongoing shareholder outreach >50% of outstanding shares suggests active engagement by Board and management .

RED FLAGS

• Not independent; investor-designated director under IRRA (Blackstone/CQP Holdco) .
• No reported equity holdings and no director compensation, weakening traditional alignment signals versus peers on the Board .

Positive signals

• 100% Board attendance in 2024, indicating engagement .
• No related-party transactions reported for 2024; strong prohibitions on hedging/pledging and clear governance framework .

Contextual governance strength (Board-level)

• Independent Chairman; split Chair/CEO roles; all committees comprised and chaired by independent directors .
• Mandatory retirement/refreshment policy; majority-independent Board .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay approval: Over 90% support at the 2024 Annual Meeting .
• Engagement: Board and senior management engaged shareholders representing >50% of outstanding common stock before and after the 2024 meeting; governance topics were a priority .