Neal A. Shear
Cheniere EnergyAbout Neal A. Shear
Independent director of Cheniere Energy, Inc. (LNG) since 2014; age 70 as of May 15, 2025. Shear chairs the Compensation Committee and sits on the Governance & Nominating Committee. He previously served as Cheniere’s Interim CEO and President (Dec 2015–May 2016) and Interim Special Advisor to the CEO (May–Nov 2016). Shear brings over three decades in commodities and capital markets leadership, with prior senior roles at Morgan Stanley, Apollo, and UBS; he holds a B.S. (University of Maryland, 1976) and MBA (Cornell, 1978) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cheniere Energy, Inc. | Interim Chief Executive Officer & President | Dec 2015 – May 2016 | Executive leadership during transition period |
| Cheniere Energy, Inc. | Interim Special Advisor to the CEO | May 2016 – Nov 2016 | Advisory support to CEO post-interim term |
| UBS Investment Bank | Global Head of Securities | Jan 2010 – Mar 2011 | Led global securities division |
| Apollo Global Management, LLC | Partner; Head, Commodities Division | Prior to 2010 (dates not specified) | Built and led commodities platform |
| Morgan Stanley | Various roles incl. Head of Commodities Division; Global Head of Fixed Income; Co-Head of Institutional Sales & Trading; Chair of Commodities Business | 26 years (prior to Apollo) | Global markets leadership; commodities trading oversight |
| Higgs Capital Management | Chief Executive Officer | Jan 2012 – Sep 2014 | Led commodity-focused hedge fund |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Onyxpoint Global Management LP | Senior Advisor and Chair of the Advisory Committee | Since Jun 2017 | Alternative asset management; advisory leadership |
Board Governance
- Independence: Board determined Shear is independent under NYSE and SEC standards as of April 2025 .
- Committee assignments (as of Apr 8, 2025): Chair, Compensation Committee; Member, Governance & Nominating Committee .
- Attendance (FY2024): Board 8/8 (100%); Compensation 5/5 (100%); Governance & Nominating 6/6 (100%) .
- Board structure: Independent Non-Executive Chair; all standing committees fully independent; independent directors meet in executive session .
- Compensation Committee governance: Sole authority to retain independent compensation advisors; annual risk review; administers stock plans; implements clawback policy for Section 16 officers .
| Governance Item | Detail |
|---|---|
| Director since | 2014 |
| Independent | Yes |
| Committees | Compensation (Chair); Governance & Nominating (Member) |
| 2024 Attendance | Board 100%; Comp 100%; Gov/Nom 100% |
| Committee meetings held (2024) | Board 8; Audit 8; Gov/Nom 6; Comp 5 |
Fixed Compensation (Director)
- Program structure (effective post-2024 annual meeting): $315,000 annual compensation (choice: 100% restricted stock, or $120,000 cash + $195,000 restricted stock). Chair fees: Audit $30,000; Compensation $25,000; Governance & Nominating $20,000; Non-Executive Chair $200,000. Equity retainer and 50% of chair fees vest at the earlier of the day before the next annual meeting or first anniversary; optional deferral into DSUs available .
- 2024 amounts for Shear: $12,500 cash; $315,163 stock awards; total $327,663. Received $25,000 Compensation Chair fee in stock; granted 2,006 shares on May 23, 2024 at $157.11 fair value; 1,656 restricted shares outstanding at 12/31/24 .
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $12,500 |
| Stock Awards (Grant-date fair value) | $315,163 (2,006 shares @ $157.11 on 5/23/2024) |
| Committee Chair Fee (Compensation) | $25,000, paid in restricted stock |
| Total | $327,663 |
| Restricted stock outstanding (12/31/2024) | 1,656 shares |
Performance Compensation
- Non-employee director compensation is not performance-conditioned; no annual or long-term “performance metric” framework applies to directors’ pay in the proxy. Equity awards are service-based and subject to vesting; stock options are not currently granted to directors .
Other Directorships & Interlocks
- Compensation Committee interlocks: None reported for 2024; no insider participation (all members non-employee directors) .
- Additional current public company boards for Shear: Not disclosed in his biography; other directors’ bios list such roles when applicable, suggesting none were reported for Shear in 2025 proxy materials .
Expertise & Qualifications
- Core credentials: 30+ years managing commodity activities and investments; senior leadership in global fixed income and commodities; deep trading and risk oversight expertise. Skills explicitly cited by the Board: “unique financial and trading perspective” relevant to LNG markets and risk oversight .
Equity Ownership
- Shares outstanding (Record Date): 222,814,436 .
- Beneficial ownership: 32,695 Cheniere common shares; less than 1% of outstanding .
- Director stock ownership guidelines: Min. 3x annual equity retainer; all non-employee directors are in compliance .
- Hedging/pledging: Prohibited (no pledging or margin accounts; no hedging/short sales) .
| Ownership Detail | Value |
|---|---|
| Beneficially owned shares | 32,695 (<1% of class) |
| Outstanding restricted stock (12/31/2024) | 1,656 shares |
| Ownership guidelines status | In compliance (applies to all non-employee directors) |
| Pledging/Hedging | Prohibited by policy |
Governance Assessment
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Strengths for investor confidence:
- Independent director with 100% attendance and leadership as Compensation Committee Chair; committee has robust authority and annual risk oversight, and uses independent advisors .
- Pay alignment: Shear elected predominantly equity compensation in 2024 (>$315k in stock vs $12.5k cash), improving skin-in-the-game; director equity vests on service and may be deferred into DSUs .
- Strong governance guardrails: No hedging/pledging; director pay cap of $750,000 per year; rigorous ownership guidelines; independent Board leadership structure .
- Shareholder support: 2024 say-on-pay received over 90% support, signaling broad approval of compensation governance .
- Conflicts: Company reported no related party transactions since Jan 1, 2024; Board affirmed Shear’s independence .
-
Watch items:
- Historical executive role: Shear served as Interim CEO (2015–2016). NYSE standards explicitly allow prior interim service and the Board affirmed independence; nonetheless, continued vigilance on independence is prudent given his Compensation Chair role .
- External affiliations: Ongoing advisory role at an alternative asset manager (Onyxpoint). No related-party transactions were disclosed for 2024; the Audit Committee oversees and must pre-approve any such transactions over $120,000, mitigating potential conflicts .
Notes and Sources
- All data above from Cheniere Energy, Inc. 2025 DEF 14A (filed April 8, 2025).
- Specific citations: independence and governance structure ; director/committee roster, roles, and attendance ; Shear biography and qualifications ; director compensation program and Shear’s 2024 grants/amounts ; ownership and policies ; related-party transactions statement ; say-on-pay support .