W. Benjamin Moreland
Cheniere EnergyAbout W. Benjamin Moreland
Independent director (age 61) appointed in January 2025; serves on the Audit Committee and Compensation Committee and is designated an SEC “audit committee financial expert.” Former CEO, President, CFO, and Executive Vice Chairman at Crown Castle; prior 15-year banking career at Chase Manhattan focused on corporate finance and real estate. Education: B.B.A., University of Texas at Austin; M.B.A., University of Houston. Board determined him independent under NYSE/SEC rules as of April 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crown Castle International Corp. | CEO; President; CFO; Executive Vice Chairman; Director | CFO (2000–2008); CEO (2008–2016); Exec Vice Chair (2016–2017); Director (2006–2023) | Led wireless infrastructure operations; deep financial/transactional acumen |
| Chase Manhattan Bank (and predecessors) | Corporate finance and real estate investment banking | ~15 years prior to 1999 | Financing expertise relevant to capital-intensive energy infrastructure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clear Channel Outdoor Holdings, Inc. | Chair of the Board | Since May 2019 | Public company chairship; governance and oversight experience |
| Calpine Corporation | Director | 2009–Mar 2018 | Served until privatization |
| Monogram Residential Trust | Director | 2016–Sep 2017 | Served until privatization |
| WIA – Wireless Infrastructure Association | Former Board Member & Chair | N/A | Industry association leadership |
| NAREIT | Former Executive Board Member | N/A | Real estate investment trust association governance |
| Houston Methodist Hospital | Board Member | Current | Non-profit board service |
| UT McCombs Advisory Council; UH Bauer Board | Member | Current | Academic advisory governance |
Board Governance
- Committee assignments (as of Apr 8, 2025): Audit Committee (member; audit committee financial expert) and Compensation Committee (member). Not a director in 2024; therefore no 2024 attendance rate.
- Audit Committee: all members independent; responsibilities include auditor oversight, internal control and financial reporting integrity. Moreland designated as “audit committee financial expert.”
- Independence: Board determined Moreland is independent under NYSE standards; policy flags potential conflicts (payments, employment, auditor relationships) and found none applicable.
- Board refreshment: Appointed January 2025 following Governance & Nominating Committee recommendation; initially identified by CEO Fusco (signal to monitor but governance process affirmed).
Fixed Compensation
| Component | Amount | Structure/Terms |
|---|---|---|
| Annual non-employee director compensation | $315,000 effective after May 2024 | Choice: 100% restricted stock, or $120,000 cash + $195,000 restricted stock; cash paid quarterly. |
| Chair fees (if applicable) | Audit Chair: $30,000; Compensation Chair: $25,000; Governance Chair: $20,000; Non-Exec Chair: $200,000 | Choice: 100% restricted stock or 50% cash / 50% restricted stock. |
| Equity vesting (director retainer and chair fees) | Retainer $195,000 and 50% of chair fees vest on earlier of day before next annual meeting or first anniversary of grant | If elect to take remaining compensation in restricted stock, those shares vest quarterly. |
| Deferred Compensation | DSU election available for 100% of annual equity-based compensation, same vesting terms as restricted stock | Director Deferred Compensation Plan approved Feb 2022. |
Notes: Moreland joined in January 2025; individual 2024 director compensation table does not include him.
Performance Compensation
| Instrument | Granted | Performance Metrics | Vesting |
|---|---|---|---|
| Director equity retainer (restricted stock or DSUs) | Annual | None (director compensation is not performance-based; table shows no bonus/options for directors) | As per director vesting schedule above |
Other Directorships & Interlocks
| External Board | Role | Potential Interlock/Conflict |
|---|---|---|
| Clear Channel Outdoor Holdings, Inc. | Chair of the Board | No disclosed related-party transactions with LNG; outside board service monitored under Company policy to prevent overboarding. |
| Calpine; Monogram Residential Trust | Former Director | Historical, no current interlock; both privatized. |
- Policy: Directors must notify compliance before accepting new boards; service evaluated in annual nominations to avoid compromised attention/time.
Expertise & Qualifications
- Financial expert designated under SEC rules; background spanning corporate finance, real estate investment banking, and leadership of large infrastructure company.
- Strategic, transactional and operations oversight skills; experience in communications infrastructure relevant to LNG’s capital and operational disciplines.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| W. Benjamin Moreland | 3,412 | <1% | Company-wide shares outstanding 222,814,436 as of record date; DSUs for some directors are distributable within 60 days post-service; directors in compliance with stock ownership guidelines. |
- Ownership guidelines: Minimum 3× annual equity retainer; compliance required within 5 years of appointment; interim thresholds apply; Governance & Nominating Committee may grant hardship exemptions. Company states all non-employee directors are in compliance.
- Hedging/pledging prohibited: No pledging as collateral, no margin accounts, no hedging or short sales of Company stock.
Governance Assessment
- Board effectiveness: Appointment adds a seasoned financial operator with audit expertise; immediate placement on Audit and Compensation strengthens oversight.
- Independence & conflicts: Board formally determined independence; no related-party transactions since Jan 1, 2024; robust policies against hedging/pledging and on insider trading enhance alignment.
- Compensation alignment: Director pay mix emphasizes equity retainer with clear vesting; no performance bonuses/options for directors; stock ownership guidelines at 3× equity retainer promote skin-in-the-game.
- Attendance & engagement: Not a director in 2024; Board and committees met regularly (8 Audit, 6 Governance, 5 Compensation) with 100% attendance by incumbents; monitor Moreland’s 2025+ attendance.
- Refreshment signal: Candidate identification by CEO is a potential optics consideration; mitigated by formal Governance & Nominating Committee process and majority-independent board.
- RED FLAGS: None disclosed regarding related-party dealings, hedging/pledging, or committee interlocks; continue monitoring outside board time commitments and any future related transactions.