Sean N. Markowitz
Cheniere EnergyAbout Sean N. Markowitz
Executive Vice President, Chief Legal Officer and Corporate Secretary at Cheniere Energy, Inc. (LNG) since February 2020; previously General Counsel and Corporate Secretary (September 2016–February 2020), Interim General Counsel (June–September 2016), and Assistant General Counsel and Corporate Secretary (joined October 2015). Age 51; J.D. (with honors) from The University of Texas School of Law and B.S. in Economics (magna cum laude) from the Wharton School, University of Pennsylvania; named a Top 20 In-House Legal Leader by the Financial Times in 2023 . Company performance context: 2024 revenue ~$15.7B, net income ~$3.3B, Consolidated Adjusted EBITDA ~$6.2B; PSUs granted in 2022 paid at 300% after cumulative Distributable Cash Flow (DCF) of $80.15/share and an ATSR annualized return of 27.56% over 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cheniere Energy, Inc. | EVP, Chief Legal Officer & Corporate Secretary | Feb 2020–present | Oversees legal, corporate governance, and serves as Corporate Secretary |
| Cheniere Energy, Inc. | General Counsel & Corporate Secretary | Sep 2016–Feb 2020 | Led legal function during CCL Stage 3 FID/execution period and SPAs/IPM portfolio expansion |
| Cheniere Energy, Inc. | Interim General Counsel & Corporate Secretary | Jun–Sep 2016 | Maintained legal continuity during executive transition |
| Cheniere Energy, Inc. | Assistant General Counsel & Corporate Secretary | Oct 2015–Jun 2016 | Supported legal, corporate governance and SEC reporting |
| Sizmek, Inc./Digital Generation, Inc. | General Counsel & Corporate Secretary | Aug 2012–May 2015 | Led corporate legal and governance for ad-tech platform |
| Alon USA Energy, Inc. | Chief Legal Counsel—Commercial | Aug 2010–Aug 2012 | Managed commercial legal matters for refining and retail operations |
| Alon USA Energy, Inc. | Assistant General Counsel | Dec 2008–Jul 2010 | Corporate legal support |
| Electronic Data Systems Corp. (HP) | Counsel—Corporate Acquisitions & Finance | Jan 2006–Dec 2008 | Supported M&A and finance legal matters |
| Fulbright & Jaworski; Hughes & Luce; Andrews Kurth | Associate/Attorney | Earlier career | Corporate and finance legal practice |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cheniere Foundation | Director | Since Mar 2025 | Board service for corporate foundation |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $670,192 | $695,192 | $740,385 |
| Bonus (non-equity incentive) ($) | $1,539,000 | $1,169,000 | $1,494,000 |
| All other compensation ($) | $22,860 | $20,772 | $21,516 |
| Base salary progression | 2024 | 2025 |
|---|---|---|
| Annual base salary ($) | $750,000 | $787,500 |
| Annual Incentive Target | 2024 |
|---|---|
| Target bonus (% of base) | 100% |
| Target ($) | $750,000 |
| Scorecard payout (166% of target) | $1,245,000 |
| Earned annual incentive ($, with 120% individual adjustment) | $1,494,000 |
Performance Compensation
| LTI grants | Grant date | Target RSUs (#) | Target PSUs (#) | Grant date fair value RSUs ($) | Grant date fair value PSUs ($) |
|---|---|---|---|---|---|
| 2024 LTI | Feb 8, 2024 | 11,179 | 11,179 | $1,777,685 | $1,987,403 |
| 2025 LTI | Feb 2025 | 8,819 | 8,819 | $3,937,500 target value | $3,937,500 target value |
| Annual Performance Scorecard (Company-wide basis for bonuses) | Weight | Target | 2024 Actual | % Achievement |
|---|---|---|---|---|
| Scorecard EBITDA excl. Commodity Margin ($mm) | 25% | $4,200 | $4,352 | 176% |
| Commodity Margin ($mm) | 5% | $1,500 | $1,825 | 200% |
| Adjusted SG&A Expense ($mm) | 5% | $233 | $216 | 200% |
| Asset Production (TBtu) | 10% | 2,322 | 2,327 | 118% |
| Adjusted O&M Expense ($mm) | 10% | $1,584 | $1,542 | 153% |
| ESG: Emissions/Safety/DEI/Compliance (four sub-metrics) | 30% | See Appendix/targets | Achieved targets; TRIR 0.15 | 125–200% |
| Strategic: Stage 3 Progress (%) | 5% | 75% | 77.2% | 168% |
| Strategic: Expansion & Growth | 10% | File SPL; progress CCL | On track to 2025 FID | 150% |
| Weighted Average Payout | — | — | — | 166% |
| PSU vesting outcomes (2012 grants referenced as 2022–2024 cycle) | Performance metric | Result |
|---|---|---|
| Cumulative DCF per share (2022–2024) | $80.15/share → 200% achievement | |
| ATSR modifier (annualized) | 27.56% → 1.50x modifier; total PSU payout 300% (cliff vest Feb 2025) |
Vesting schedules:
- RSUs vest ratably: one-third on Feb 8, 2025; one-third on Feb 8, 2026; one-third on Feb 8, 2027 .
- PSUs cliff vest after three-year performance period (2024–2026), subject to cumulative DCF/share and ATSR outcomes; settlement in cash permitted up to $3,000,000 value with remainder in stock or cash at Committee’s discretion .
Equity Ownership & Alignment
| Ownership metric (as of Record Date) | Value |
|---|---|
| Beneficial ownership (common shares) | 79,209; less than 1% of outstanding shares |
| Executive stock ownership guideline | 4x base salary for EVPs; all executive officers in compliance |
| Hedging/pledging policy | Hedging and pledging of Company stock prohibited; no margin accounts; insider trading policy in place |
| Options | Company does not currently grant options |
Unvested awards at 12/31/2024:
- Unvested RSUs: 2022 award 5,228; 2023 award 7,616; 2024 award 11,179; total 24,023 RSUs ($214.87/share market value at 12/31/2024 implies ~$5.16M aggregate) .
- PSUs (maximum unearned): 2022 award 47,052; 2023 award 34,269; 2024 award 33,537; potential payout values shown at max for SEC disclosure ($214.87/share applied to max units) .
Insider selling pressure indicators:
- 2024 vesting: 82,529 RSUs/PSUs vested and were settled in cash for Markowitz (reduces immediate secondary market selling) .
- Company provided optional cash settlement election for 2022 PSUs and 2025 RSU vestings subject to liquidity constraints to limit dilution (also aligns with share repurchase program) .
Employment Terms
- Coverage: Key Executive Severance Pay Plan (amended and restated November 2023) applies to executive officers including Markowitz; clawback policy effective Nov 16, 2023 (amended Feb 5, 2024) for Section 16 officers .
- Severance (no CIC): Lump sum equal to 1.5x (EVPs) base salary + target annual bonus; pro-rated target annual bonus; prior-year unpaid bonus; acceleration of unvested time-based awards (granted >6 months prior for CEO/SVP Ops), pro-rated vesting of performance awards; 24 months subsidized healthcare; non-compete/non-solicit/non-disclosure required; 280G cut-back (no tax gross-up) .
- Severance (with CIC; “double trigger” 3 months before to 24 months after CIC): Lump sum 2x (EVPs) base salary + target annual bonus; pro-rated target annual bonus; prior-year unpaid bonus; immediate vesting of time-based awards; performance awards vest at target or actual (TSR-based at actual) .
- Potential payments (assuming 12/31/2024 termination):
- Termination by Company without cause/for good reason (no CIC): Total $25,643,448 (includes cash comp $2,250,000; pro-rated target bonus $750,000; health benefits $60,611; and equity treatment per plan) .
- Immediately upon CIC (without termination): Equity accelerations as specified; total value $29,841,360 for Markowitz at SEC-estimated disclosure values .
- CIC termination (double trigger): Cash compensation $3,000,000; pro-rated target bonus $750,000; health benefits $60,611; plus equity vesting per plan .
Benefits & perquisites:
- Standard benefits (401(k) match 100% up to 6% deferrals; medical/dental/vision; life and AD&D insurance at 2x base salary up to $1,000,000 caps); no defined benefit pension or SERP; no nonqualified deferred comp for executives .
- 2024 all other compensation for Markowitz: $21,516 (insurance $816; company 401(k) contributions $20,700) .
- Travel perqs limited; no material perquisites; occasional charter flights permitted with nominal/no incremental cost for personal guests .
Governance and shareholder feedback:
- Say-on-pay 2024: Over 90% support; shareholder engagement >50% outstanding shares ahead of the 2024 meeting .
- Compensation consultant: Meridian Compensation Partners LLC; independence confirmed .
Compensation benchmarking peer group:
- Includes ConocoPhillips, Occidental, Marathon Petroleum, Phillips 66, EOG, Valero, Kinder Morgan, Williams, ONEOK, Enterprise Products Partners, Baker Hughes, Halliburton, Hess, Targa, Suncor, Air Products, LyondellBasell; Cheniere’s enterprise value at end-2024 between 75th–100th percentile of peer group .
Investment Implications
- Pay-for-performance alignment is strong: Annual bonuses tied to EBITDA, margins, safety/ESG, and strategic milestones; PSUs tied to cumulative DCF/share and ATSR delivered 300% payout for the 2022–2024 cycle, reflecting robust value creation; executive ownership guidelines enforced and met; hedging/pledging prohibited; robust clawback policy .
- Retention risk appears controlled: Three-year RSU/PSU structures with continued service requirements, severance protections, and a retirement policy that continues vesting under defined criteria; Markowitz’s long tenure and recognition signal stability .
- Insider selling pressure mitigated: 2024 vestings for Markowitz were cash-settled, reducing near-term secondary selling; company program allows cash settlement to limit dilution alongside share repurchases, supporting share price dynamics .
- Change-in-control economics are meaningful: Double-trigger severance and accelerated vesting could create a material cash/equity outflow under a CIC scenario; absence of tax gross-ups (use of 280G cut-back) is shareholder-friendly but payout magnitude remains a consideration for M&A scenarios .
- Performance context: 2024 delivered ~$15.7B revenue, ~$3.3B net income, ~$6.2B Consolidated Adjusted EBITDA, with above-target annual bonus payout (166%) and continued brownfield growth execution (CCL Stage 3 milestones), underpinning incentive outcomes and shareholder support (>90% say-on-pay) .
Overall: Markowitz’s compensation is highly variable and levered to DCF/share and ATSR, with strong ownership alignment and strict governance policies. Cash settlement practices reduce near-term selling pressure, while CIC provisions represent a sizable contingent liability in a transaction context. Continued project execution and capital allocation discipline remain key levers for future PSU outcomes and pay realization .