Cheniere Energy Partners Appoints Michael Jennings and Zamir Rauf to Board of Directors, Expanding Independent Oversight

Board Composition Shifts as Two Directors Step Down Simultaneously

The board refresh at Cheniere Energy Partners GP, LLC involved the departure of two longstanding directors. James R. Ball resigned from the Board and stepped down from his roles on the Conflicts Committee, Executive Committee, and CMI SPA Committee. Oliver G. Richard, III also resigned, relinquishing his seats on the Audit Committee and the Conflicts Committee. The partnership was explicit in its disclosure that neither resignation was the result of any disagreement with the Partnership or its management concerning operations, policies, or practices.

The back-to-back resignations and appointments were executed on the same effective date of July 14, 2026, suggesting a coordinated transition rather than an unplanned departure. The announcement confirms that the appointments of Jennings and Rauf were made pursuant to rights held by Cheniere GP Holding Company, LLC — formerly known as Cheniere LNG Holdings, LLC — under the Third Amended and Restated Limited Liability Company Agreement of the General Partner. That provision grants the holder the right to appoint certain directors to the Board, giving the transition a contractual basis clearly laid out in the partnership's governing documents.

Michael Jennings Brings Refining and MLP Leadership to the Governance Table

Michael Jennings carries a substantial executive track record in energy refining and master limited partnership governance. He served as Chief Executive Officer of HF Sinclair Corporation from January 2020 to May 2023, having previously held the combined title of President and Chief Executive Officer following the merger of Holly Corporation and Frontier Oil Corporation in July 2011 through January 2016. His leadership history at HF Sinclair also included roles as Executive Vice President, Executive Chairman, and Chairman of the Board at various points between 2013 and 2019, demonstrating a broad familiarity with both operational and governance functions at a major integrated energy company.

More recently, Jennings served on the board of Parkland Corporation, an international fuel distributor, from February 2024 until October 2025, acting as Non-Executive Chairman from July 2024 to April 2025 and then as Executive Chairman from April 2025 until Parkland's acquisition by Sunoco LP in October 2025. Following that transaction, he joined the board of Sunoco LP in November 2025. Jennings also served as Chairman and Chief Executive Officer of Holly Logistics Services, L.L.C., the general partner of Holly Energy Partners — an affiliated master limited partnership of HF Sinclair — from January 2020 through November 2023. His MLP-specific governance experience is particularly relevant to Cheniere Energy Partners, which itself operates as a limited partnership. Jennings holds a B.A. in Economics and Government from Dartmouth College and an M.B.A. from The University of Chicago.

Zamir Rauf's Decades at Calpine Corporation Underscore Deep Power and Finance Expertise

Zamir Rauf's professional background is anchored by a long tenure at Calpine Corporation, one of the largest power generation companies in the United States. He served as Executive Vice President and Chief Financial Officer of Calpine from December 2008 until the company was acquired by Constellation Energy in January 2026 — a span of more than 17 years in a senior financial leadership role. Prior to becoming permanent CFO, Rauf also served as Interim Chief Financial Officer and Treasurer from June 2008 to December 2008, and before that as Senior Vice President, Finance and Treasurer.

In his capacity as Senior Vice President, Finance and Treasurer at Calpine, Rauf was responsible for corporate and project finance, treasury operations, and debt compliance, while also managing relationships with corporate banks, investment banks, and credit rating agencies. Before joining Calpine, he held accounting and finance roles with Enron North America and Dynegy Inc., as well as credit and lending positions at Comerica Bank. Rauf holds a B.A. in Business and Commerce and an M.B.A. from the University of Houston. His appointment to the Audit Committee, Conflicts Committee, and Executive Committee of Cheniere Energy Partners GP, LLC positions him at the center of the partnership's financial oversight and governance functions.

Committee Assignments Reflect Targeted Governance Roles for Each New Director

The filing specifies distinct committee assignments for each incoming director, reflecting how the general partner's board has structured their governance contributions. Michael Jennings has been appointed to the Conflicts Committee and the CMI SPA Committee. The Conflicts Committee is a particularly significant assignment in the MLP context, as it is typically charged with reviewing and approving transactions between the partnership and its affiliates — a function that requires heightened independence and judgment. The CMI SPA Committee's mandate was not elaborated upon in the disclosure beyond its naming.

Zamir Rauf's assignments are broader: he has been appointed to the Conflicts Committee, Audit Committee, and Executive Committee. His placement on the Audit Committee is consistent with his CFO background, which positions him to provide informed oversight of the partnership's financial reporting and internal controls. His seat on the Executive Committee adds a further dimension to his governance role. Both Jennings and Rauf have been confirmed as independent directors who satisfy the applicable requirements for their respective committee assignments under the NYSE corporate governance listing standards and the partnership's own governing documents.

Director Compensation Structure: Phantom Units and Annual Cash Fees Disclosed

The disclosure provides specific detail on the compensation package awarded to each new director upon their appointment. On July 14, 2026, both Michael Jennings and Zamir Rauf each received an annual equity award valued at $200,000, structured as phantom units granted pursuant to the terms of Cheniere Energy Partners' Long-Term Incentive Plan. The phantom units are scheduled to vest on the first anniversary of the grant date — meaning July 14, 2027 — subject to the terms of the plan.

Upon vesting, each director has flexibility in how the phantom units are settled. The filing states that the units will be payable, at the director's election, in common units of the partnership, in cash equal to the fair market value of a common unit on the vesting date, or in an equal combination of both. In addition to the equity component, each director will receive an annual cash fee of $100,000 for 2026, which is described as the standard compensation payable to non-management directors of the Board. Each director also entered into the General Partner's standard form of Indemnification Agreement, consistent with the terms described in the partnership's Annual Report for the year ended December 31, 2025, which was filed on February 26, 2026.

Independence Determinations and Regulatory Compliance Confirmations

A notable element of the disclosure is the explicit confirmation of each new director's independence status. The partnership has determined that both Jennings and Rauf qualify as independent directors and satisfy the applicable requirements for service on their designated board committees under the NYSE corporate governance listing standards, as well as under the partnership's own relevant governing documents. This is a material governance disclosure for a publicly traded limited partnership, particularly given the significance of the Conflicts Committee's role in overseeing affiliate transactions.

The filing also confirms that neither Jennings nor Rauf is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, which governs related-party transactions. This absence of reportable related-party relationships reinforces the independence characterization. The appointments were signed off by Zach Davis, Executive Vice President and Chief Financial Officer of Cheniere Energy Partners GP, LLC, in his capacity as the authorized signatory for the partnership on July 14, 2026.

Appointment Rights Under the Amended LLC Agreement of the General Partner

The mechanism by which Jennings and Rauf were appointed is worth noting in detail. The disclosure confirms that their appointments were made pursuant to the rights of Cheniere GP Holding Company, LLC — formerly known as Cheniere LNG Holdings, LLC — under the Third Amended and Restated Limited Liability Company Agreement of the General Partner. This provision grants specific appointment rights to that entity, meaning the board changes reflect the exercise of contractual governance rights rather than, for example, a vote of common unitholders.

This distinction is significant in the master limited partnership structure, where governance authority is often concentrated in the general partner and its controlling interests rather than distributed to public unitholders in the same way as a traditional corporate shareholder vote. Investors familiar with the MLP structure will recognize that such appointment mechanisms are common in these entities, but the specific exercise of those rights — and the committee assignments that follow — can meaningfully shape the direction of independent oversight on matters such as conflict-of-interest reviews and financial reporting integrity.

Broader Context: Cheniere Energy Partners and Its Role in U.S. LNG Infrastructure

Cheniere Energy Partners, L.P. is a major participant in U.S. liquefied natural gas infrastructure, operating through its general partner Cheniere Energy Partners GP, LLC. The partnership's common units trade on the NYSE under the ticker symbol CQP. As an entity operating in the LNG sector, the partnership's governance structure — including the composition and independence of its board committees — carries considerable weight for investors who monitor regulatory compliance, affiliate transaction oversight, and capital allocation decisions.

Board transitions of this nature, involving simultaneous departures and appointments of multiple directors, can signal strategic realignment in governance priorities. The specific committee assignments given to the two new directors — particularly their shared placement on the Conflicts Committee — may be of interest to unitholders and analysts who track how the partnership manages its relationships with affiliated entities. The immediate share price impact of this announcement was not clear from available public information at the time of this report.

No Disagreements Cited; Standard Transition Protocols Followed

The partnership took care in its disclosure to confirm that the departures of James R. Ball and Oliver G. Richard, III were entirely routine in nature. The announcement explicitly states that neither director's resignation was due to any disagreement with the Partnership or its management with respect to any matter relating to the Partnership's operations, policies, or practices. This type of affirmative statement is a standard but important element of director departure disclosures, as it signals to the market that the transition was orderly and not precipitated by internal conflict or governance concerns.

The simultaneous execution of the departures and appointments — all effective July 14, 2026 — further supports the interpretation of a managed, pre-planned transition. Both Ball and Richard appear to have stepped down in connection with the appointment rights exercised by Cheniere GP Holding Company, LLC, consistent with the governance framework established under the Amended LLC Agreement of the General Partner. No additional details regarding the tenure of the departing directors or the specific circumstances of the timing were provided in the disclosure beyond what has been reported here.