Michael Sabel
Venture GlobalAbout Michael Sabel
Michael Sabel, 58, is co‑founder, Chief Executive Officer, and Executive Co‑Chairman of Venture Global, Inc. (VG), serving as CEO and Executive Co‑Chairman since September 2023 and as Executive Co‑Chairman of subsidiary Venture Global LNG, Inc. (VGLNG) since August 2014 (CEO of VGLNG since October 2020) . He is Managing Partner of Venture Global Partners II, LLC (VG Partners), VG’s controlling shareholder; through VG Partners, Sabel is deemed to control 98% of total voting power (primarily via Class B shares with 10 votes/share) . VG reported 2024 net income of $1,746,000,000; total shareholder return data were not presented for 2024 given the January 2025 IPO . Governance note: VG is a NYSE “controlled company” and has elected certain exemptions; Sabel also chairs the Compensation and Nominating & Corporate Governance Committees while serving as CEO and Executive Co‑Chair, posing independence and pay‑setting concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Venture Global, Inc. (VG) | Chief Executive Officer; Executive Co‑Chairman; Director | CEO/Exec Co‑Chair since Sep 2023; Director since 2023 | Leads corporate strategy and capital markets; co‑founded company . |
| Venture Global LNG, Inc. (VGLNG) | Chief Executive Officer; Executive Co‑Chairman, Board | CEO since Oct 2020; Exec Co‑Chair since Aug 2014 | Oversaw LNG platform build‑out; leadership across LNG project development and operations . |
| Venture Global Partners II, LLC (VG Partners) | Managing Partner | Current | Controlling shareholder of VG; governance influence via super‑voting Class B shares . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Venture Global Partners II, LLC | Managing Partner | Current | Controlling shareholder of VG; Sabel/Pender deemed to have voting/dispositive power over Class B . |
| Other public company boards | — | — | None disclosed in the proxy biography . |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 7,500,000 | Aggregate base salary rates in effect as of Dec 31, 2024 . |
| 2023 | 5,584,790 | Prior year base salary . |
Perquisites (2024):
- Personal security at residences: $2,664,269 (aggregate incremental cost) .
- Personal use of corporate aircraft: $1,098,882 (aggregate incremental cost) .
- 401(k) match: $20,700 .
Employee‑director note: Employee directors do not receive additional director compensation .
Performance Compensation
| Incentive Type | Metric(s) | Target | Actual/Payout | Vesting/Timing | Notes |
|---|---|---|---|---|---|
| Annual Cash Performance Bonus (2024) | Qualitative evaluation of individual and company performance | Not disclosed | $25,000,000 | Generally payable Mar/Apr following performance year | CEO provides recommendation incl. own bonus; approach balances strategic milestones and financial performance . |
| Project Milestone Bonuses (Outstanding as of 12/31/2024) | Project milestones: FID, LPS, COD | — | $17,000,000 potential | Paid upon milestone; in some cases quarterly installments over 1 year | No grants or payments in 2024; milestones defined for export facility phases; continued employment required . |
Additional context:
- VG states it does not use financial performance measures to link executive compensation to company performance in 2024 “Pay vs Performance” disclosure (no company‑selected measure) .
- No plan‑based equity awards were granted to NEOs in 2024 .
Equity Ownership & Alignment
| Holder | Class A Shares | Class B Shares | % Total Voting Power | Options/RSUs | Hedging/Pledging |
|---|---|---|---|---|---|
| Michael Sabel | 234,500 | 1,968,604,458 (through VG Partners; deemed control) | 98% | None outstanding as of 12/31/2024 | Hedging and pledging prohibited by policy (limited exceptions with pre‑approval) . |
Notes:
- Class B carries 10 votes/share; VG Partners holds ~97.8% combined voting power; Sabel and Pender, as managing partners, are deemed to have voting/dispositive power .
- Insider trading policy imposes trading windows, pre‑clearance, and prohibits derivatives/short sales; gifts/distributions restricted .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment agreement (via VGLNG) dated Jan 10, 2025; effective with IPO . |
| Role/Reporting | CEO; reports to Board . |
| Term | Indefinite; terminable by either party at any time . |
| Base Salary | $7,500,000 . |
| Annual Incentive | Eligible under annual incentive program . |
| Project Milestone Bonuses | Eligible (FID/LPS/COD) . |
| Long‑Term Incentives | Eligible under 2025 Omnibus Incentive Plan . |
| Perquisites | Corporate aircraft use per policy; personal security provided . |
| Severance | If employment ends for any reason (including death/disability), only accrued compensation/benefits; no severance multiple . |
| Change‑of‑Control (employment) | No separate CIC payment provisions; company does not maintain a formal severance policy; some other NEOs have limited severance . |
| Equity Plan CIC Treatment | 2023 Plan: options may be made exercisable or cashed out if not assumed; 2025 Omnibus: committee discretion (continue/assume/substitute/cancel for consideration) . |
| Non‑Compete/Restrictive Covenants | Restrictive covenant agreements apply to certain NEOs, not to Sabel . |
| Governing Law | Virginia . |
| Clawback | Financial Restatement Compensation Recoupment Policy adopted Jan 24, 2025; applies to incentive‑based comp (including stock price/TSR measures) . |
| Insider Selling Pressure Considerations | Amended and Restated Shareholders’ Agreement provides: demand registration rights beginning 180 days after Jan 23, 2025; IPO lock‑up of 180 days; piggyback rights; may enable significant selling post‑lock‑up subject to conditions . |
Board Governance (service history, committees, independence considerations)
- Board roles: CEO, Executive Co‑Chairman, and Director since 2023; age 58 .
- Committee leadership: Chairs Compensation Committee and Nominating & Corporate Governance Committee (codes C (Chair), G (Chair)) .
- Board leadership: Board co‑chaired by Sabel and Pender; presiding director appointed only for executive sessions on a per‑meeting basis .
- Controlled company: VG relies on NYSE “controlled company” exemptions; Compensation and Nominating Committees are not fully independent; Audit Committee is fully independent .
- Attendance: Board held four regular and one special meeting in 2024; 100% attendance by directors/committees .
Governance implications:
- CEO/Executive Co‑Chair simultaneously chairing Compensation and Nominating & Governance Committees raises independence and pay‑setting risk (especially in a controlled company) .
- Employee directors receive no separate board pay (reduces double‑pay concerns) .
Additional Disclosures Relevant to Incentives and Risk
- Pay mix and trend: Sabel’s pay is predominantly cash; 2024 total comp $36,285,182 (salary $7.5M, bonus $25M, perqs/other $3.785M) vs 2023 $33,581,816 (salary $5.585M, bonus $26M, other $1.997M); no 2024 equity grants .
- “Pay‑versus‑Performance” disclosure: Company reports no use of financial performance measures to link executive compensation to company performance in 2024; TSR not presented due to 2025 IPO; net income disclosed .
- Equity plans and dilution: 2025 Omnibus authorizes 171,772,605 shares with a 3% evergreen; outstanding options under 2023 Plan remain; as of 3/25/2025, 252,440,449 options outstanding (WAE $1.53) . Equity for Sabel/Pender: no outstanding options as of 12/31/2024 .
- Hedging/pledging: Prohibited for directors/officers; trading windows and pre‑clearance apply .
- Related party and control: VG Partners controls voting outcomes; related registration rights and lock‑ups disclosed .
Say‑on‑Pay & Shareholder Feedback
- Advisory Say‑on‑Pay on 2024 compensation to be voted at 2025 AGM; Board recommends FOR .
- Frequency: Board recommends Say‑on‑Pay every three years .
Investment Implications
- Alignment and control: Sabel’s effective voting control (via VG Partners) tightly aligns leadership with control but limits minority influence; dual roles (CEO, Executive Co‑Chair, and chair of Compensation and Nominating committees) under controlled company exemptions concentrate authority and heighten independence risk for pay and nominations .
- Pay structure and signals: Heavy cash orientation (salary + large discretionary/qualitative bonus), absence of equity grants in 2024, and no severance/CIC protections for Sabel are unusual. Cash‑heavy, non‑metric bonuses may weaken pay‑for‑performance discipline; lack of severance reduces entrenchment risk but also may heighten retention risk if market competition increases .
- Overhang/liquidity: Significant option overhang at the company (legacy plans) and a sizable new omnibus plan with evergreen can be dilutive if heavily used; demand and piggyback registration rights and the 180‑day IPO lock‑up suggest potential insider supply post‑lock‑up (subject to market conditions and underwriter consent) .
- Risk mitigants: Strong prohibitions on hedging/pledging and adoption of a Dodd‑Frank‑compliant clawback policy are positive governance features .
- Performance backdrop: 2024 net income was $1.746B, but the company states executive pay was not linked to financial performance measures in 2024; investors may press for clearer, objective performance metrics (e.g., project delivery milestones tied to value, cash flow, or TSR) in future cycles .