Tellurian Inc.

1201 Louisiana Street, Suite 3100

Houston, Texas 77002

(832) 320-9548

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on Wednesday, June 5, 2024

To the Stockholders of Tellurian Inc.:

We will hold an annual meeting of the stockholders of Tellurian Inc. (“Tellurian” or the “Company”), a Delaware corporation, on Wednesday, June 5, 2024, at 8:30 a.m. local time at the Petroleum Club of Houston, located at 1201 Louisiana Street, 35th Floor, Houston, Texas 77002, for the following purposes:

Only holders of record of Tellurian common stock, par value $0.01 per share, or Tellurian Series C convertible preferred stock, par value $0.01 per share, at the close of business on April 22, 2024, the record date for the annual meeting, are entitled to notice of and to vote at the meeting or any adjournment or postponement of the meeting.

The Board recommends that you vote (1) “FOR” the election of each individual named as a director nominee in the enclosed proxy statement to the Company’s board of directors for a three-year term; (2) “FOR” the proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024; and (3) “FOR” the proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

To ensure your representation at the annual meeting, please complete and promptly mail your proxy card in the return envelope enclosed, or authorize the individuals named on your proxy card to vote your shares by calling the toll-free telephone number or by using the Internet as described in the instructions included with your proxy card or voting instruction card. This will not prevent you from voting in person but will help to secure a quorum for the annual meeting and avoid added solicitation costs. If your shares

are held in “street name” by your broker, bank or other nominee, only that holder can vote your shares, and the vote cannot be cast on Proposal 1 or 3 unless you provide instructions to your broker, bank or other nominee. You should follow the directions provided by your broker, bank or other nominee regarding how to instruct your nominee to vote your shares. Your proxy may be revoked at any time before it is voted. Please review the proxy statement accompanying this notice for more complete information regarding the annual meeting.

We intend to hold our annual meeting in person. If you are a stockholder of record, meaning your shares are registered directly in your name with Tellurian’s transfer agent, Broadridge Corporate Issuer Solutions, Inc., please bring government-issued photo identification for entrance into the annual meeting. If you are not a stockholder of record but hold your shares as the “beneficial owner” of such shares in “street name” (e.g., in a stock brokerage account or through a bank or other nominee), you must provide proof of beneficial ownership as of the record date, such as your most recent account statement reflecting stock ownership on the record date, April 22, 2024, a copy of the voting instruction card provided by your broker, bank or other nominee, or similar evidence of ownership, together with government-issued photo identification. In addition, (i) stockholders and others who might otherwise attend in person may instead listen to the meeting in real-time by calling toll free 1-877-853-5247 or direct 1-346-248-7799 (meeting identification number: 933 6681 4952) and (ii) those stockholders who have questions that they would like to have answered at the meeting may send those questions to our Corporate Secretary in advance of the meeting at the address set forth in “Information About the Meeting—Assistance.” International dial-in numbers for specific countries and regions are available at https://tellurianinc.zoom.us/u/acGH2OgIxM. Stockholders dialing in to listen to the meeting will not be able to vote their Tellurian shares during the call.

	By Order of the Board of Directors,
	Meredith S. Mouer, General Counsel and Corporate Secretary
	April 25, 2024

YOUR VOTE IS IMPORTANT.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SUBMIT ALL PROXIES YOU RECEIVE. STOCKHOLDERS OF RECORD CAN SUBMIT THEIR PROXIES IN ANY ONE OF THREE WAYS:

THE METHOD BY WHICH YOU DECIDE TO SUBMIT YOUR PROXY WILL NOT LIMIT YOUR RIGHT TO VOTE AT THE ANNUAL MEETING. IF YOU LATER DECIDE TO ATTEND THE ANNUAL MEETING IN PERSON, YOU MAY VOTE YOUR SHARES EVEN IF YOU HAVE PREVIOUSLY SUBMITTED A PROXY.

IF YOU HOLD YOUR SHARES THROUGH A BANK, BROKER OR OTHER NOMINEE, YOU MUST FOLLOW THE VOTING INSTRUCTIONS PROVIDED BY THE NOMINEE. IN ADDITION, YOU MUST OBTAIN A PROXY, EXECUTED IN YOUR FAVOR, FROM THE NOMINEE TO BE ABLE TO VOTE IN PERSON AT THE MEETING. YOU MAY BE ABLE TO SUBMIT YOUR VOTING INSTRUCTIONS VIA THE INTERNET OR BY TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS THE NOMINEE PROVIDES.

TABLE OF CONTENTS

Tellurian Inc.

1201 Louisiana Street, Suite 3100

Houston, Texas 77002

(832) 320-9548

PROXY STATEMENT

The Tellurian Inc. (“Tellurian” or the “Company”) board of directors (the “Board”) is soliciting the accompanying proxy for use in connection with the annual meeting of stockholders (including any adjournment or postponement thereof, the “Meeting”) to be held on Wednesday, June 5, 2024, at 8:30 a.m. local time at the Petroleum Club of Houston, located at 1201 Louisiana Street, 35th Floor, Houston, Texas 77002.

This proxy statement and the accompanying notice of annual meeting of stockholders, proxy card and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 are being mailed to stockholders on or about April 25, 2024.

INFORMATION ABOUT THE MEETING

Date, Time, and Place

The Meeting will take place at 8:30 a.m. local time, on Wednesday, June 5, 2024, at the Petroleum Club of Houston, located at 1201 Louisiana Street, 35th Floor, Houston, Texas 77002.

If you are a stockholder of record, meaning your shares are registered directly in your name with Tellurian’s transfer agent, Broadridge Corporate Issuer Solutions, Inc., please bring government-issued photo identification for entrance into the Meeting. If you are not a stockholder of record but hold your shares as the “beneficial owner” of such shares in “street name” (e.g., in a stock brokerage account or through a bank or other nominee), you must provide proof of beneficial ownership as of the record date, such as your most recent account statement reflecting stock ownership on the record date, April 22, 2024, a copy of the voting instruction card provided by your broker, bank or other nominee, or similar evidence of ownership, together with government-issued photo identification.

Purpose; Other Matters

At the Meeting, holders of Tellurian shares will be asked to consider and vote upon three proposals. The first proposal will be to elect two directors nominated by the Board, each for a term of three years. The second proposal will be to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024. The third proposal will be to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (sometimes referred to as the “Say-on-Pay Proposal”).

Holders of Tellurian shares may also be asked to consider and vote upon such other matters as may properly come before the Meeting, or any adjournment or postponement of the Meeting. As of the mailing date of this proxy statement, the Board knows of no other matter to be presented at the Meeting. If, however, other matters are properly brought before the Meeting, or any adjournment or postponement of the Meeting,

the persons named in the proxy will vote the proxies in accordance with their best judgment with respect to those matters.

Recommendation of the Tellurian Board

The Board has carefully considered each of the matters to be considered at the Meeting. Based on its review, the Board recommends that you vote (i) “FOR” the election of the two directors nominated by the Board for three-year terms, (ii) “FOR” the proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024, and (iii) “FOR” the Say-on-Pay Proposal.

Record Date, Outstanding Shares, and Voting Rights

Each holder of record of Tellurian common stock, par value $0.01 per share, or Tellurian Series C convertible preferred stock, par value $0.01 per share (the “Preferred Stock”), at the close of business on April 22, 2024, the record date, is entitled to notice of and to vote at the Meeting. Each such stockholder is entitled to cast one vote for each share of Tellurian common stock or Preferred Stock owned on each matter properly submitted to a vote of stockholders at the Meeting. As set forth in the Company’s Certificate of Designations of Series C Convertible Preferred Stock, the Preferred Stock votes with the Tellurian common stock on all matters presented to the stockholders for their action or consideration. As of the record date, there were 833,208,186 shares of Tellurian common stock and 6,123,782 shares of Preferred Stock issued and outstanding and entitled to vote at the Meeting. The holders of the Preferred Stock and the holders of Tellurian common stock are voting together as a single class on each of the proposals to be considered at the Meeting.

Quorum and Vote Required; “Broker Non-Votes” and Abstentions

Quorum Required

A quorum of Tellurian stockholders is necessary to hold the Meeting. In accordance with the Company’s bylaws, the holders of 33⅓% in voting power of the total number of shares issued and outstanding and entitled to be voted at the Meeting, present in person or by proxy, will constitute a quorum for the transaction of business. Stockholders are counted as present at the Meeting if they are present in person or have authorized a valid proxy. The presence of holders of at least 279,777,323 shares of Tellurian common stock and Preferred Stock in the aggregate will constitute a quorum. Under the General Corporation Law of the State of Delaware (the “DGCL”), abstentions and “broker non-votes” (described below) are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at the Meeting. Shares of Tellurian common stock or Preferred Stock held by stockholders who are not present in person or by proxy will not be counted towards a quorum.

Vote Required

The election of each director nominee set forth in Proposal 1 and the approval of Proposals 2 and 3 will require the affirmative vote of the holders of a majority of the votes cast with respect to the relevant matter.

Differences Between Holding Shares as a Stockholder of Record and as a Beneficial Owner; Broker Non-Votes

If your shares are registered directly in your name with Tellurian’s transfer agent, Broadridge Corporate Issuer Solutions, Inc. (“Broadridge”), you are considered the “stockholder of record” of those

shares, and the notice of annual meeting of stockholders, proxy statement, proxy card and Annual Report on Form 10-K for the fiscal year ended December 31, 2023 have been sent directly to you by Tellurian. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of such shares held in “street name,” and the proxy materials have been forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by using the voting instruction card included in the mailing or by following the instructions for submitting your voting instructions by telephone or on the Internet.

Broker non-votes occur when a nominee holding Tellurian shares for a beneficial owner returns a properly executed or otherwise submitted proxy but has not received voting instructions from the beneficial owner, and such nominee does not possess discretionary authority on one or more proposals with respect to such shares. Brokers are not allowed to exercise their voting discretion with respect to the approval of matters which are considered “non-routine” under applicable rules without specific instructions from the beneficial owner. Proposals 1 and 3 are considered non-routine, and Proposal 2 is considered routine. Accordingly, your broker will not be entitled to vote your shares on Proposal 1 or 3 unless you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker with this proxy statement, but your broker will be entitled to vote your shares on Proposal 2 without such instructions.

Abstentions

An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal. Stockholders may abstain with respect to any of the proposals described in this proxy statement by returning a properly executed or otherwise submitted proxy.

Effects of Broker Non-Votes and Abstentions

Pursuant to Delaware law and our bylaws, abstentions are not considered votes cast and, therefore, will not have an effect on the outcome of the vote on Proposal 1, 2, or 3.

Broker non-votes are not considered votes cast and, therefore, will have no effect on the outcome of the vote on Proposal 1 or 3. Because Proposal 2 is considered a routine matter and brokers will be entitled to vote your shares in their discretion if no voting instructions are timely received, there will be no broker non-votes with respect to that proposal.

Voting by Tellurian Directors and Executive Officers

As of the record date, the directors and executive officers of Tellurian beneficially owned and were entitled to vote 24,576,415 shares of Tellurian common stock, which represent approximately 2.9% of the voting power of the Tellurian capital stock, including the Preferred Stock. The directors and executive officers of Tellurian are expected to vote in favor of the election of each director nominee named in Proposal 1 and “FOR” Proposals 2 and 3.

Adjournment and Postponement

Adjournments and postponements of the Meeting may be made for the purpose of, among other things, soliciting additional proxies. The Meeting may be adjourned by the chairman of the Meeting or the vote of a majority of Tellurian shares present in person or represented by proxy at the Meeting, even if less than a quorum.

Voting of Proxies

Voting by Proxy Card

All Tellurian shares entitled to vote and represented by properly executed proxies received prior to the Meeting, and not revoked, will be voted at the Meeting in accordance with the instructions indicated on the proxy card accompanying this proxy statement. If no direction is given and the proxy is validly executed, the stock represented by the proxy will be voted in favor of the election of each director nominee named in Proposal 1, and “FOR” Proposals 2 and 3. The persons authorized under the proxies will vote upon any other business that may properly come before the Meeting according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. Tellurian does not anticipate that any other matters will be raised at the Meeting.

If you are a holder of record, there are two additional ways to submit your proxy:

Submit your proxy by telephone—call toll free 1-800-690-6903.

Submit your proxy by the Internet—http://www.proxyvote.com.

Submitting your proxy by telephone or Internet authorizes the named proxies to vote your shares at the Meeting or any adjournment or postponement thereof in the same manner as if you had marked, signed and returned your proxy card. The law of Delaware, where Tellurian is incorporated, allows a proxy to be sent electronically, so long as it includes or is accompanied by information that lets the inspector of elections know that it has been authorized by the stockholder.

If your shares are held in street name, your broker, bank or other nominee may provide the option of submitting your voting instructions through the Internet or by telephone instead of by mail. Please check the voting instruction card provided by your broker, bank or other nominee to see which options are available and the procedures to be followed.

Voting by Attending the Meeting

Holders of record of Tellurian shares and their authorized proxies may also vote their shares in person at the Meeting. If you attend the Meeting, you may submit your vote in person, and any previous proxies submitted by you will be superseded by the vote that you cast at the Meeting.

Revocability of Proxies

You may revoke your proxy at any time before the vote is taken at the Meeting. If you are a holder of record, you may revoke your proxy by:

Voting by proxy will in no way limit your right to vote at the Meeting if you later decide to attend in person. If your stock is held in the name of a broker, bank or other nominee, you must obtain a proxy, executed in your favor, to be able to vote at the Meeting, and must follow instructions provided to you by your broker, bank or other nominee to revoke or change your vote.

Solicitation of Proxies; Expenses

The entire expense of preparing and mailing this proxy statement and any other soliciting material (including, without limitation, costs, if any, related to advertising, printing, fees of attorneys, financial advisors, and solicitors, public relations, transportation, and litigation) will be borne by Tellurian. In addition to the use of the mail, Tellurian or certain of its officers or other employees may solicit proxies by telephone and personal solicitation; however, no additional compensation will be paid to those officers or employees in connection with such solicitation. The Company has retained Morrow Sodali LLC, 333 Ludlow Street, 5th Floor – South Tower, Stamford, Connecticut 06902, for a fee of $20,500, plus out-of-pocket expenses, to assist in soliciting proxies in connection with the Meeting. In addition, the Company has retained Broadridge to assist in soliciting proxies in connection with the Meeting and to provide or coordinate specified telephone and Internet voting, mailing, handling, tabulation, and document hosting services. The estimated fees and expenses payable to Broadridge by the Company for these services are approximately $185,000, plus per item charges for each registered or beneficial stockholder vote, per document charges for the hosting services, and reimbursement of Broadridge’s mailing costs and expenses.

Banks, brokerage houses, and other custodians, nominees, and fiduciaries will be requested to forward solicitation material to the beneficial owners of Tellurian stock that such institutions hold of record, and the Company will reimburse such institutions for their reasonable out-of-pocket disbursements and expenses.

No Appraisal Rights

There are no appraisal rights pursuant to Section 262 of the DGCL with respect to any of the proposed corporate actions on which the stockholders are being asked to vote.

Assistance

If you need assistance in completing your proxy card, have questions regarding the Meeting, the proposals to be made at the Meeting or how to submit your proxy, or want additional copies of this proxy statement or the enclosed proxy card, please contact either of the following:

PROPOSAL 1—ELECTION OF DIRECTORS TO THE COMPANY’S BOARD

In accordance with the Company’s certificate of incorporation, two directors are to be elected at the Meeting to hold office for a term of three years, expiring at the 2027 annual meeting of stockholders. The Company’s certificate of incorporation provides for three classes of directors who are to be elected for terms of three years each and until their successors shall have been elected and shall have been duly qualified. Both of the nominees for election at the Meeting, Martin Houston and Jonathan Gross, are currently serving as directors of the Company. Each of Mr. Houston and Mr. Gross has consented to being named in this proxy statement as a nominee for election as a director and will serve as a director if elected.

Under the Company’s bylaws, a director will be elected if he or she receives the affirmative vote of the holders of a majority of the votes cast with respect to an election that is not a contested election. Abstentions and broker non-votes will not be considered votes cast for this purpose and, therefore, will not have an effect on the outcome of the election.

Background Information About the Nominees and Other Directors

The following sets forth certain information about (i) each of the Company’s nominees for election as a director at the Meeting to hold office for a term expiring at the 2027 annual meeting of stockholders and (ii) each director whose term of office continues beyond the Meeting. The information presented includes, with respect to each such person: (a) the year during which he or she first became a director of the Company; (b) his or her other positions with the Company, if any; (c) his or her business experience for at least the past five years; (d) any other director positions held currently or at any time during the past five years with any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or subject to the requirements of Section 15(d) of the Exchange Act, or any company registered as an investment company under the Investment Company Act of 1940, as amended; (e) information regarding involvement in certain legal or administrative proceedings, if applicable; (f) his or her age as of the date of this proxy statement; and (g) the experience, qualifications, attributes, or skills that led to the conclusion that the person should serve as a director for the Company. There are no family relationships among any of Tellurian’s directors or executive officers.

Vote Required for Approval

The election of each director nominee pursuant to this Proposal 1 will require the affirmative vote of the holders of a majority of the votes cast with respect to the election, assuming that a quorum exists.

If you fail to vote or submit a proxy, fail to instruct your broker to vote, or vote to “abstain,” it will have no effect on the election of director nominees pursuant to this Proposal 1, assuming that a quorum exists.

Board Recommendation

The Board unanimously recommends that Tellurian stockholders vote to elect each of Martin Houston and Jonathan Gross to the Board for a three-year term.

Director Nominees to Hold Office for a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

Directors Continuing in Office for a Term Expiring at the 2026 Annual Meeting of Stockholders

Directors Continuing in Office for a Term Expiring at the 2025 Annual Meeting of Stockholders

Executive Officers

As of April 19, 2024, our executive officers were as follows:

See “Proposal 1—Election of Directors to the Company’s Board-Directors Continuing in Office for a Term Expiring at the 2027 Annual Meeting of Stockholders” for biographical information concerning Mr. Houston.

Daniel A. Belhumeur has served as the President of Tellurian since December 8, 2023. Mr. Belhumeur served as General Counsel of Tellurian from the completion of the merger (the “Merger”) in February 2017 between Tellurian Investments and a subsidiary of Magellan Petroleum Corporation (now known as Tellurian Inc.) to December 8, 2023 and as Chief Compliance Officer of Tellurian from March 2017 to December 8, 2023, and he served as General Counsel of Tellurian Investments from October 2016 until the completion of the Merger. Previously, at Cheniere, Mr. Belhumeur served as Vice President, Tax and General Tax Counsel (January 2011–October 2016), Tax Director (January 2010–December 2010), and Domestic Tax Counsel (2007–2010). Mr. Belhumeur began his career in public accounting after he received his bachelor’s degree and master’s degree in Accounting from Texas A&M University. He then obtained his law degree from the University of Kansas School of Law and his LL.M. from the Georgetown University Law Center.

Samik Mukherjee has served as President, Tellurian Investments since March 14, 2024. Mr. Mukherjee joined the Company in May 2022 as Executive Vice President and President, Driftwood Assets, including pipelines, LNG production and export terminal. He has over 30 years of energy industry experience, most recently serving as Executive Vice President and Chief Operating Officer of McDermott International, Ltd. (July 2018–May 2022), where he was responsible for global operations, assets management, commercial, digital and energy transition. During his time at McDermott, Mr. Mukherjee was responsible for the project execution of five LNG projects with over 60 million tonnes per annum (mtpa) of LNG liquefaction capacity. He holds a master’s degree in business administration from the Rotterdam School of Management (RSM) at Erasmus University in the Netherlands and a bachelor’s degree in chemical engineering from the Indian Institute of Technology (IIT) Kanpur, India. Mr. Mukherjee completed the Harvard Business School Executive Program on Aligning and Executing Strategy.

Simon G. Oxley has served as the Chief Financial Officer of Tellurian since June 1, 2023. From May 2016 to May 2023, Mr. Oxley served as Managing Director and Co-Head of Oil & Gas Investment Banking for Europe, the Middle East, and Africa (EMEA) at Barclays Investment Bank, where he led a number of LNG-related transactions due to his extensive knowledge of the LNG business. From September 2009 to May 2023, he held positions of increasing responsibility with Barclays Investment Bank, where he was involved with numerous energy client transactions across exploration and production, refining and petrochemical, retail stations and pipelines as well as gas and LNG. From 2001 to 2009, Mr. Oxley was an investment banker at Citigroup Global Markets Inc. Mr. Oxley holds a Bachelor of Engineering in Chemical Engineering from The University of Edinburgh and a Master of Science in Corporate and International Finance from Durham University Business School.

Khaled A. Sharafeldin has served as the Chief Accounting Officer of Tellurian since the completion of the Merger in February 2017, and he served as the interim Chief Financial Officer of Tellurian from March 3, 2023 to June 1, 2023 and as the Chief Accounting Officer of Tellurian Investments from January 2017 until the completion of the Merger. From April 2012 to January 2017, Mr. Sharafeldin served as Vice President – Internal Audit at Cheniere. Previously, at Pride International, he served as Director – Quality Management (2010–2011) and Director of Internal Audit (2005–2010). In addition, he served as Director of Internal Audit at BJ Services Company (2003–2005), served in several financial management roles at Schlumberger Limited (1996–2003), and was employed by the public accounting firm Price Waterhouse LLP in Houston, Texas (1991–1996). Mr. Sharafeldin received his Bachelor of Commerce from Cairo University in Egypt. He is also a Certified Public Accountant in the State of California.

Corporate Governance

Director Independence

Tellurian common stock is listed on NYSE American LLC (the “NYSE American”) under the trading symbol “TELL.” The NYSE American LLC Company Guide requires that a majority of the Company’s directors be “independent directors,” as defined by NYSE American corporate governance listing standards. Generally, a director does not qualify as an independent director if the director has, or in the past three years has had, certain material relationships or affiliations with the Company or its external or internal auditors, or is an employee of the Company.

The Board is currently composed of six directors: Martin Houston, Jean Abiteboul, Diana Derycz-Kessler, Dillon Ferguson, Jonathan Gross, and Don Turkleson. The Board has determined that each of Ms. Derycz-Kessler and Messrs. Abiteboul, Ferguson, Gross, and Turkleson is “independent” for purposes of the NYSE American corporate governance listing standards.

Board Leadership Structure

Mr. Houston is the Executive Chairman and Mr. Belhumeur is the President. The Board believes that having different individuals serving in the separate roles of Executive Chairman and President is in the best interest of stockholders in the Company’s current circumstances because it reflects the Executive Chairman’s oversight of Board functions, strategic and commercial development, and financing activities, and the President’s responsibility for overseeing the other key business functions.

Board Role in Risk Oversight

The Board has an active role, as a whole and at the committee level, in overseeing management of the Company’s risks. The Board or an appropriate committee regularly receives reports from members of senior management and its outside advisors on areas of material risk to the Company, including operational, financial, legal, regulatory, environmental, and strategic and reputational risks. The full Board or an appropriate committee receives these reports from the appropriate executive or advisor, as the case may be, so that it may understand and oversee the strategies used to identify, manage, and mitigate risks. The Audit Committee oversees management of financial, legal, and regulatory risks, including with respect to related party transactions. The Compensation Committee oversees the management of risks relating to the Company’s incentive compensation plans, policies, practices and arrangements by considering information and reports with respect to whether such plans, policies, practices and arrangements encourage unnecessary or excessive risk taking, and presenting concerns to the full Board. The Environmental, Social, Governance (ESG) and Nominating Committee manages risks associated with the independence of the Board as well as

risks associated with sustainability. The Cybersecurity Committee oversees management of policies and practices to monitor and mitigate cybersecurity risks.

Board Evaluations

Each year, the members of the Board and each Board committee conduct a confidential oral assessment of their performance with members of our legal department. As part of the evaluation process, the Board reviews its overall composition, leadership structure, diversity, individual skill sets, format for meetings, and relationship with management to ensure that it serves the best interests of stockholders and positions the Company for future success. The results of the oral assessments are then summarized and communicated back to the Chairman of the Board and the Chair of each of the committees of the Board. After the evaluations, the Board and management work to improve upon any issues or focus points disclosed during the evaluation process. We believe that conducting these evaluations through a discussion with our Board members leads to more meaningful results that are more likely to result in changes when compared to conducting evaluations through a written process or completion of a questionnaire. As part of the evaluation process, each committee reviews its charter annually.

Age Limit for Directors

The Board believes that experience as a director is a valuable asset and, therefore, no term limits will be imposed on directors. However, beginning in March 2022, as reflected in the Company’s revised corporate governance guidelines, non-employee directors of the Company are not permitted to stand for re-election after reaching age 75 unless the Board waives this requirement in a particular case.

Summary of Director Qualifications and Experience

We believe effective oversight comes from a Board that represents a diverse range of experience and perspectives that provides the collective qualifications, attributes, skills and experience necessary for sound governance. The Environmental, Social, Governance (ESG) and Nominating Committee establishes and regularly reviews with the Board the qualifications, attributes, skills and experience that it believes are desirable to be represented on the Board to ensure that they align with the Company’s long-term strategy. The most important of these are described below, and the number of directors possessing those skills and experience is indicated.

	LNG Experience in the LNG industry				Corporate Governance Experience in public company corporate governance-related issues and best practices
	Finance/Accounting/Risk Management Financial and risk management expertise, including experience as a chief financial officer or certified public accountant				Legal Experience and/or formal education as an attorney
	Regulatory/Government Experience in interacting with regulators and policymakers and/or working within government agencies				Environmental Experience with oversight of environmental policy, regulation and/or business operation matters
	Technology/Cybersecurity Experience with technology innovations and/or with oversight of cybersecurity programs				Leadership Development/Succession Planning Experience in talent management, leadership development and succession planning to ensure a pipeline of leadership for an organization
	Energy Experience in the energy industry, including exploration and production, wholesale energy marketing and energy trading				Strategic Planning Experience in strategic planning and growth and value creation

Standing Board Committees

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Environmental, Social, Governance (ESG) and Nominating Committee, and the Cybersecurity Committee. The composition, functions, and responsibilities of the committees are discussed below.

Audit Committee

The Audit Committee is composed of Mr. Abiteboul, Mr. Gross, and Mr. Turkleson (Chair). The functions of the Audit Committee are set forth in its written charter, as amended on December 19, 2023 (the “Audit Committee Charter”). The Audit Committee Charter is posted on the Company’s website, http://www.tellurianinc.com, under the heading “Investors—Company and governance—Governance documents.” The Board has determined that each member of the committee is independent under applicable NYSE American listing standards and Securities and Exchange Commission (“SEC”) rules and that each of Messrs. Gross and Turkleson qualifies as an “audit committee financial expert” as defined in SEC rules.

Under the Audit Committee Charter, the Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities with respect to (i) the Company’s accounting and financial reporting processes and the integrity of the Company’s financial statements; (ii) the effectiveness of the Company’s internal accounting and financial controls, disclosure controls and procedures, and internal control over financial reporting, as well as the performance of the Company’s internal audit function; (iii) the audits of the Company’s financial statements and the appointment, engagement, compensation, termination (if necessary), qualifications, independence, and performance of the Company’s independent registered public accounting firm; and (iv) the Company’s compliance with legal and regulatory requirements and ethics programs. The Audit Committee has the sole authority to select, engage (including approval of the fees and terms of engagement), oversee, and terminate, as appropriate, the Company’s independent registered public accounting firm.

In connection with the Audit Committee’s oversight of legal and regulatory compliance, the Audit Committee has until last year received regular, quarterly updates on cybersecurity matters from the

Company’s Chief Information Security Officer. Since the formation of the Cybersecurity Committee on March 23, 2023, that committee has been and will be primarily responsible for oversight of the Company’s cybersecurity policies and practices. On an annual basis, Tellurian conducts third-party external, internal and social penetration testing using industry-leading vendors, including Protiviti, Mandiant, and Accenture. In addition, Tellurian conducts monthly phishing exercises with, and cybersecurity email campaigns for, all personnel, and provides such personnel with annual compliance and cybersecurity training. The Company has not had a known material information security breach since the Merger.

Compensation Committee

The Compensation Committee is composed of Mr. Abiteboul, Ms. Derycz-Kessler (Chair), and Mr. Ferguson. The functions of the Compensation Committee are set forth in its written charter, as amended on December 19, 2023 (the “Compensation Committee Charter”). The Compensation Committee Charter is posted on the Company’s website, http://www.tellurianinc.com, under the heading “Investors—Company and governance—Governance documents.”

The Board has determined that each member of the Compensation Committee qualifies as (i) an independent director under applicable NYSE American listing standards, (ii) a “non-employee director” for purposes of Rule 16b-3 under the Exchange Act and (iii) to the extent required for awards intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), an “outside director” for purposes of Section 162(m) of the Code.

Under the Compensation Committee Charter, the primary duties and responsibilities of the Compensation Committee are to assist the Board in fulfilling its responsibilities with respect to the Company’s compensation plans, policies, programs, and practices, including (i) determining, and/or recommending to the Board for its determination, the compensation of the Company’s chief executive officer and all other executive officers of the Company; and (ii) reviewing and approving, and/or recommending to the Board for its approval, equity and other incentive compensation plans, policies, and programs for the Company’s directors, officers, employees, or consultants, and overseeing and administering such plans, policies, and programs in accordance with their terms. From time to time, the Compensation Committee consults with the Executive Chairman regarding executive and director compensation matters and with other members of senior management regarding executive compensation matters.

Environmental, Social, Governance (ESG) and Nominating Committee

The Environmental, Social, Governance (ESG) and Nominating Committee (the “ESG and Nominating Committee”) is composed of Ms. Derycz-Kessler and Mr. Ferguson (Chair). The functions of the ESG and Nominating Committee are set forth in its written charter, as amended on December 19, 2023 (the “ESG and Nominating Committee Charter”). The ESG and Nominating Committee Charter is posted on the Company’s website, http://www.tellurianinc.com, under the heading “Investors—Company and governance—Governance documents.” The Board has determined that each member of the committee is independent under applicable NYSE American listing standards.

Under the ESG and Nominating Committee Charter, the ESG and Nominating Committee is responsible for assisting the Board in fulfilling its oversight responsibilities with respect to (i) identifying individuals qualified to serve as directors; (ii) recommending to the Board candidates for nomination for election to the Board at the annual meeting of stockholders or to fill Board vacancies; (iii) developing and recommending to the Board a set of corporate governance guidelines and reviewing on a regular basis the overall corporate governance of the Company; and (iv) monitoring and reviewing, and as necessary

recommending Board action with respect to, sustainability matters, including environmental, social and governance (“ESG”) issues.

Cybersecurity Committee

Formed on March 23, 2023, the Cybersecurity Committee is composed of Mr. Ferguson, Mr. Gross (Chair) and Mr. Turkleson. The functions of the Cybersecurity Committee are set forth in its written charter, as amended on December 19, 2023 (the “Cybersecurity Committee Charter”). The Cybersecurity Committee Charter is posted on the Company’s website, http://www.tellurianinc.com, under the heading “Investors—Company and governance—Governance documents.” The Board has determined that each member of the committee is independent under applicable NYSE American listing standards. Mr. Gross has earned a certification for completing the National Association of Corporate Directors (NACD) Cyber-Risk Oversight Program.

Under the Cybersecurity Committee Charter, the Cybersecurity Committee is responsible for assisting the Board in fulfilling its oversight responsibilities with respect to (i) cybersecurity risks and (ii) policies and practices to monitor and mitigate cybersecurity risks.

Corporate Responsibility and ESG Practices

Oversight of the Company’s ESG efforts resides with the Board and its committees. In particular, the ESG and Nominating Committee is responsible for monitoring and reviewing, and as necessary recommending Board action with respect to, sustainability matters, including ESG issues. The ESG and Nominating Committee regularly receives ESG-related reports from management.

We also coordinate environmental and social activities through a non-Board committee with representatives from the organization, including executives from our operations and regulatory, health and safety, community relations, human resources and governance functions. We consider ESG-related risks and opportunities on an ongoing basis, disclose meaningful and appropriate ESG-related information with regard to our current and planned operations, and encourage dialogue on ESG topics with our stakeholders. We continue to make improvements to our risk evaluation and mitigation programs with respect to ESG and climate-related risks. With respect to environmental issues in particular, we monitor developments in greenhouse gas emissions, air quality, water management, biodiversity, incident management, climate-related matters, and emerging regulations, and incorporate them into our risk management process when appropriate.

Health, Safety and Environment

Our health, safety and environment policy reflects our commitments to our employees and the communities in which we operate. We strive to protect the health and safety of our employees and to prevent injury, ill health or damage to the environment. During 2023, Tellurian had no lost-time incidents, as determined in accordance with the recordkeeping and reporting requirements of the Occupational Safety and Health Administration (OSHA).

Our current operations focus on natural gas development and production. The environmental protection practices we follow when conducting these operations include:

In the first quarter of 2022, we issued a limited notice to proceed to Bechtel Energy Inc., formerly known as Bechtel Oil, Gas and Chemicals, Inc. (“Bechtel”), under our lump sum, turnkey engineering, procurement and construction (“EPC”) contract to begin construction at the Driftwood terminal. Bechtel’s activities have included site demolition and clearing, civil site preparation, piling and pouring of critical foundations. In 2024, Bechtel will continue certain civil and piling work.

Tellurian participates in active leadership engagement in health, safety, security and environment (“HSSE”) matters at the LNG site by conducting joint safety walkdowns and monthly HSSE committee meetings to review risks, lessons learned, trends, and behavioral-based safety data with Bechtel.

In June 2022, we awarded Baker Hughes a contract to install its electric-powered Integrated Compressor Line (ICL) technology and turbomachinery equipment for pipelines related to the Driftwood Project. The compressors will have hermetically sealed casing, ensuring no emissions and requiring minimal downtime due to magnetic bearings for oil-free, efficient operations, minimized maintenance, and improved reliability.

Social

Human Capital Management

We position ourselves as an employer of choice by offering industry competitive compensation, including an industry-leading benefits package to provide for our employees’ health and welfare and retirement needs. Our benefits include health insurance at no cost, a company match on 401(k) retirement savings, and paid maternity and paternity leave. In addition, we have the following policies to foster an ethical, respectful and inclusive workplace environment:

At Tellurian, we believe that a diverse and inclusive culture supports our ability to create a consistent global employee experience to attract and retain talent, drive innovation and enable the long-term success of our business. As of December 31, 2023, (i) approximately 24% of Tellurian’s U.S. workforce was a member of a minority group and (ii) approximately 35% of our worldwide employees were women.

Community Investment

As part of its stakeholder engagement program, Tellurian is committed to being a good neighbor and strengthening its relationships with communities by working together on projects that improve the quality of life for all residents. The following are a few highlights of the 2023 investments we made in our southwest Louisiana community. Tellurian made a $1 million pledge to the LNG Center of Excellence at McNeese State University in Lake Charles, Louisiana. The Center will help prepare the next generation of workers for jobs in the LNG industry. Tellurian funded the Leadership, Enrichment, and Development (“LEAD”) program, providing two area high schools with funding for projects to impact their communities positively. Recent issues addressed by the LEAD program include hunger, mentorship, senior citizens, and autism. Each year, Tellurian serves as the title sponsor for “Wheels of Hope,” a charity bike race for St. Nicholas Center. This Lake Charles-based not-for-profit organization provides services and behavioral education to children with autism and their families in the region. The 2023 Tellurian team had over 40 riders and volunteers from its Houston and Louisiana offices and raised over $16,000 for the cause.

In December 2021, we announced that we partnered with the National Forest Foundation on a five-year, $25 million plan for reforestation and other projects across the United States. As part of this partnership, three million trees had been planted on U.S. Forest Service lands as of the end of 2023.

We have also made donations to various programs and research initiatives. For example, we donated to support a multi-phase, life-cycle research initiative at the University of Texas at Austin focusing on supply chain and environmental trade-offs related to specific energy sources used to generate and store electricity, including natural gas, wind, solar and batteries.

Governance

We believe that our efforts for effective corporate governance are illustrated by the following practices:

Code of Conduct and Business Ethics

The Company has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that summarizes Tellurian’s compliance and ethical standards and the expectations it has for its officers, directors, and employees. Under the Code of Conduct, all directors, officers, and employees must follow ethical business practices in all business relationships, both within and outside of the Company.

The Code of Conduct is available on the Company’s website, http://www.tellurianinc.com, under the heading “Investors—Company and governance—Governance documents.” Tellurian intends to

provide disclosure regarding waivers of or amendments to the Code of Conduct by posting such waivers or amendments to the website in the manner provided by applicable law.

Risk Oversight of Compensation Programs and Policies

Consistent with the compensation-related risk assessment made by Pearl Meyer & Partners, LLC (“Pearl Meyer”), we have determined that any risks arising from our compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. Our compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the achievement of our strategic business objectives or stock price performance. The combination of performance measures for Incentive Compensation Program (ICP) awards and for certain other long-term compensation encourages executives to maintain both a short and a long-term view with respect to Company performance. We maintain an insider trading policy that prohibits directors, officers and employees of the Company from hedging or engaging in derivative transactions involving shares of Tellurian stock and have adopted share ownership guidelines and a compensation clawback policy, both of which discourage excessive risk-taking. The ESG and Nominating Committee regularly reviews and makes recommendations to the Board regarding the overall corporate governance of the Company.

On March 23, 2023, upon the recommendation of the ESG and Nominating Committee, the insider trading policy was amended to prohibit directors, officers and employees from pledging Company securities, and there are no exceptions to the amended policy’s prohibition on pledging Company securities.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee was, during the fiscal year ended December 31, 2023, an officer or employee of the Company, and no such member has ever served as an officer of the Company. During the fiscal year ended December 31, 2023, none of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our Compensation Committee or the Board.

Communications with Directors

Any stockholder wishing to communicate with the Board or any individual director may do so by contacting the Corporate Secretary at the address, telephone number, facsimile number, or e-mail address listed below:

Tellurian Inc.

1201 Louisiana Street, Suite 3100

Houston, Texas 77002

Attention: Corporate Secretary

Telephone: (832) 320-9548

Facsimile: (832) 962-4055

Website: http://www.tellurianinc.com

E-mail: CorpSec@tellurianinc.com

All communications will be forwarded to the Board or the relevant Board member. The Corporate Secretary has been authorized by the Board to screen frivolous or unlawful communications or commercial advertisements.

Stockholders also may communicate with management by contacting the Corporate Secretary using the above contact information.

Director Attendance at Annual Meetings

The Company does not have a policy regarding attendance of directors at annual meetings of stockholders. All of the Company’s current directors attended the Company’s last annual meeting of stockholders held on June 7, 2023.

Board Nomination Process

The ESG and Nominating Committee identifies director nominees based on recommendations from management, directors, stockholders, and other sources. In identifying and evaluating director nominees, the ESG and Nominating Committee takes into account, among other things, individual director performance (including for incumbent directors, their Board and committee meeting attendance and performance and length of Board service), qualifications, expertise, integrity, independence under NYSE American or other applicable listing standards, depth and diversity of experience (including service as a director or executive with other entities engaged in the Company’s business), willingness to serve actively and collaboratively, leadership and other skills, and the ability to exercise sound judgment. The Board does not currently employ an executive search firm, or pay a fee to any other third party, to identify qualified candidates for director positions.

The Board and ESG and Nominating Committee will consider any director candidates recommended to the Board by stockholders on the same basis as candidates submitted by others. Stockholders who wish to recommend a prospective director nominee for consideration by the Board should notify the Corporate Secretary in writing at the Company’s offices at 1201 Louisiana Street, Suite 3100, Houston, Texas 77002. The Corporate Secretary will forward all such stockholder recommendations to the Board for its consideration. Any such recommendation should provide whatever supporting material the stockholder considers appropriate but should include at a minimum such background and biographical material as will enable the ESG and Nominating Committee to make an initial determination as to whether the nominee satisfies the Board membership criteria set forth above. No stockholder recommendation of a prospective Tellurian director was received by the Board in 2023.

Audit Committee Report

In connection with the preparation and filing of the audited financial statements of Tellurian, for the fiscal year ended December 31, 2023 (the “audited financial statements”), the Audit Committee performed the following functions:

Committee concerning independence, and discussed with Deloitte its independence from the Company and considered the compatibility of the auditors’ non-audit services to the Company, if any, with the auditors’ independence.

Based upon the functions performed, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2024.

Respectfully submitted by the Audit Committee of the Board of Directors,

Board and Committee Meetings Held During 2023

As noted in the table below, during 2023, 23 meetings of the Board, eight meetings of the Audit Committee, three meetings of the Cybersecurity Committee, 11 meetings of the Compensation Committee, and four meetings of the ESG and Nominating Committee were held. During 2023, all of the directors then in office attended at least 75% of the total number of meetings of the Board and committees of the Board on which the directors served. The following table also indicates the members of the Board and each committee of the Board.

Non-Employee Director Compensation

Our non-employee director compensation program is intended to attract and retain highly qualified individuals to serve on our Board and provide leadership on strategic initiatives that are critical to growing our business and increasing stockholder value. The Compensation Committee, which is responsible for recommending non-employee director compensation to the Board, reviews the competitiveness of our non-

employee director compensation program on an annual basis. In connection with its reviews, the Compensation Committee considers peer company director compensation data compiled by Pearl Meyer. Based on the Compensation Committee’s review of non-employee director compensation data in June 2023, the Compensation Committee determined that the Company’s non-employee director compensation program would continue to consist solely of a $275,000 annual Board retainer. In addition, to conserve shares available for issuance under the Company’s equity incentive plans, the Compensation Committee determined to pay the retainer solely in cash on a quarterly basis, and to thereby eliminate the ability of non-employee directors to receive all or a portion of their Board retainer in restricted stock, effective immediately following the Company’s 2023 annual meeting of stockholders.

2023 Director Compensation Table

The table below summarizes the compensation paid to each of the directors listed therein. The compensation disclosure for Mr. Souki, who resigned as a director of the Company effective as of December 19, 2023, has been included in the Summary Compensation Table and related tables later in this proxy statement.

PROPOSAL 2—RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY

The Audit Committee has appointed and engaged Deloitte to serve as the independent registered public accounting firm to audit Tellurian’s financial statements for the fiscal year ending December 31, 2024, and to perform other appropriate audit-related services. Deloitte began serving as Tellurian’s independent registered public accounting firm on February 13, 2017. Tellurian stockholders are hereby asked to ratify the Audit Committee’s appointment of Deloitte as Tellurian’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

The Audit Committee is solely responsible for selecting Tellurian’s independent auditors. Although stockholder ratification of the appointment of Deloitte is not required by law or Tellurian’s governing documents, the Board has determined that it is desirable to seek stockholder ratification as a matter of good corporate governance in view of the critical role played by independent registered public accounting firms in maintaining the integrity of financial controls and reporting. If the Tellurian stockholders do not ratify the appointment of Deloitte, the Audit Committee will consider whether to engage another independent registered public accounting firm. Even if the appointment of Deloitte is ratified, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Tellurian and its stockholders.

Tellurian expects that a representative from Deloitte will be present at the Meeting. Any such representative will have the opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions.

Principal Accountants’ Fees and Services

Deloitte served as the principal accountant for the audit of Tellurian’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2023 and review of Tellurian’s condensed consolidated financial statements included in its Quarterly Reports on Form 10-Q for the fiscal years ended December 31, 2022 and December 31, 2023. Information about Deloitte’s fees and services in those years is provided below.

Audit Fees

The aggregate fees paid or to be paid to Deloitte for the audit of the consolidated financial statements of Tellurian and the review of the condensed consolidated financial statements included in Tellurian’s Quarterly Reports on Form 10-Q for the fiscal years ended December 31, 2022 and December 31, 2023 were $1,585,862 and $2,154,663, respectively.

Audit-Related Fees

The aggregate fees paid or to be paid to Deloitte in connection with audit-related services provided to Tellurian during the fiscal years ended December 31, 2022 and December 31, 2023 were $615,000 and $340,000, respectively.

Audit-related services related to, among other things, review of registration statements, the provision of comfort letters and attendance at stockholder and Audit Committee meetings.

Tax Fees

The aggregate fees paid or to be paid to Deloitte in connection with tax services provided to Tellurian during the fiscal years ended December 31, 2022 and December 31, 2023 were $17,851 and $23,100, respectively. Tax services performed during the fiscal years ended December 31, 2022 and December 31, 2023 related to tax compliance services.

All Other Fees

The aggregate other fees paid or to be paid to Deloitte for any other services rendered to Tellurian during each of the fiscal years ended December 31, 2022 and December 31, 2023 were $0.

Pre-Approval Policies

Under the terms of the Audit Committee Charter, the Audit Committee is required to pre-approve all the services provided by, and fees and compensation paid to, the independent registered public accounting firm for both audit and permitted non-audit services. When it is proposed that the independent registered public accounting firm provide additional services for which advance approval is required, the Audit Committee may form and/or delegate authority to a subcommittee consisting of one or more members or the Chairman of the Audit Committee, when appropriate, with the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals are to be presented to the Audit Committee at its next scheduled meeting. All of the audit fees, audit-related fees, tax fees, and all other fees paid or to be paid during the fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee.

Vote Required for Approval

Approval of Proposal 2 will require the affirmative vote of the holders of a majority of the votes cast on the matter, assuming that a quorum exists.

If you fail to vote or submit a proxy, fail to instruct your broker to vote (and your broker does not exercise its discretion to vote your shares on this matter) or vote to “abstain,” it will have no effect on the outcome of the vote on Proposal 2, assuming that a quorum exists.

Board Recommendation

The Board unanimously recommends that Tellurian stockholders vote “FOR” the proposal to ratify the appointment of Deloitte as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024.

COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis summarizes our executive compensation program for our named executive officers for the 2023 fiscal year.

Named Executive Officers

Our named executive officers (“NEOs”), based on position and compensation for the fiscal year ended December 31, 2023, are the following individuals:

Our Business

We are a Houston-based company that is developing and plans to own and operate a portfolio of LNG marketing and infrastructure assets that includes an LNG terminal facility (the “Driftwood terminal”) and related pipelines. The Driftwood terminal and related pipelines are collectively referred to as the “Driftwood Project.” We also own upstream natural gas assets; on February 6, 2024, we announced that we are exploring a sale of those assets. We refer to the Driftwood Project and our upstream assets as the “Business.” As of December 31, 2023, our upstream natural gas assets consisted of 30,034 net acres and interests in 161 producing wells located in the Haynesville Shale trend of northern Louisiana. Our Business may be developed in phases.

Our Approach to Compensation in 2023

We maintained a consistent year-over-year approach to compensation in fiscal year 2023. We did not establish any new compensation plans or programs and continued our use of the Incentive Compensation Program, or ICP, as the primary vehicle to deliver short-term and long-term incentives. We again adopted a “performance scorecard” under the ICP and made only incremental changes to the types of metrics used in the scorecard, retaining those metrics focused on progress on construction activities and stock price appreciation. We also dealt with the turnover of certain NEOs, but maintained a compensatory

approach to new hires that is generally consistent with our approach to new hire compensation in previous years.

While we worked extremely hard in 2023, we did not secure a final investment decision by our Board to issue Bechtel an unconditional full notice to proceed with the construction of the Driftwood terminal, our stock price did not reach the goal levels established under the ICP, and the Compensation Committee did not fund the ICP for 2023, resulting in no short-term or long-term awards for our NEOs.

Executive Summary of our Executive Compensation Program for Fiscal Year 2023

Program Focus

Pay Elements

Setting Compensation

Key Compensation Actions in Fiscal Year 2023

Compensation Best Practices

Our Executive Compensation Philosophy and Practices

Objectives and Philosophy

The objectives of our executive compensation program are to attract the top executive talent in our competitive, growing industry and to motivate such individuals to execute on the Company’s business strategy and to remain with the Company long-term.

With those objectives in mind, our executive compensation philosophy is as follows:

Compensation Mix

Our compensation philosophy is reflected in the proportion of our NEOs’ total target compensation that is variable as compared to the overall compensation package awarded to our NEOs. The charts below show the targeted fixed and variable components applicable to our NEOs for 2023 as a percentage of their target total direct compensation, as well as the fixed and variable components to the named executive officers of our peers and other companies in our industry sectors as a percentage of their target total direct compensation for 2023, based on data provided by Pearl Meyer. These charts are not a substitute for the Summary Compensation Table, which includes amounts in addition to target total direct compensation. For 2023, Mr. Souki’s target compensation was approximately 89% variable and linked to Company performance, more than the approximately 88% for executive chairmen of our peers and other companies in our industry sectors. Mr. Simões’s target compensation was approximately 84% variable and linked to Company performance, as compared to approximately 88% for chief executive officers of our peers and other companies in our industry sectors. For Messrs. Oxley, Belhumeur and Sharafeldin, approximately 80%, 80% and 75%, respectively, of their target compensation was variable and linked to Company performance, in each case more than the approximately 76%, 78% and 56% of target total compensation that was variable and linked to company performance for chief financial officers, general counsels and chief accounting officers, respectively, among our peers and other companies in our industry sectors.

Our Former Executive Chairman; Role and Compensation

Our former Executive Chairman, Mr. Souki, was an active member of our senior executive team prior to his departure at the end of 2023, having taken on incrementally more duties over time, starting at the inception of the COVID-19 pandemic in March 2020, continuing with his appointment as Executive Chairman in June 2020, and culminating in a larger day-to-day role as Executive Chairman following the separation of a previous CEO and the appointment of Mr. Simões as CEO in late November 2020. From and after late November 2020 and prior to Mr. Souki’s departure, he and Mr. Simões had complementary workstreams, with Mr. Souki focused on activities with respect to financing and development of the Driftwood Project.

Given the full-time executive nature of the services provided by Mr. Souki, we determined that it was in the best interests of the Company to include him in our executive compensation program so that he was appropriately incentivized in the same manner as the other members of the executive team. We therefore entered into an employment agreement with him in October 2021 at the same time we entered into the employment agreement with Mr. Simões, and Mr. Souki was included as a full participant in our executive compensation program with base salary and incentive opportunities consistent with his position and role. In setting Mr. Souki’s compensation, the Compensation Committee considered market data provided by Pearl Meyer with respect to executive chairman compensation and Mr. Souki’s background, duties and relationships.

Our Executive Compensation Practices

Our executive compensation program reflects a number of best pay practices, including the following:

Components of Pay and 2023 Compensation Decisions

Components of Tellurian’s Executive Compensation Program

Our executive compensation program generally consists of the following primary pay elements, as well as the following legacy or other incentive awards, most of which were granted in prior years:

Base Salary

Consistent with our executive compensation philosophy, base salaries for the NEOs are targeted at the 50th percentile of market. The Compensation Committee reviews our NEOs’ base salaries annually.

In 2023, we provided a 5% salary increase to our existing NEOs to account for market and current economic conditions. Mr. Oxley’s salary was set upon his commencement of employment in 2023 based on market data and after considering his position and responsibilities and the base salaries of similarly situated executives of the Company. We did not immediately increase the base salary of Mr. Belhumeur upon his promotion to the position of President (however, Mr. Belhumeur’s annual base salary was increased to $850,00 on February 27, 2024, effective as of January 1, 2024, to account for his new role), nor did we increase the base salary of Mr. Sharafeldin during his time as Interim Chief Financial Officer.

In 2023, our NEOs’ base salaries were as follows:

Incentive Compensation Program

Our Incentive Compensation Program, or ICP, is our primary performance-based incentive program and delivers both short-term and long-term incentive compensation. Both forms of compensation are based on a 12-month performance period, which is the calendar year. We believe a 12-month performance period for long-term compensation under the ICP is appropriate at this time in the Company’s business cycle, as we do not yet have operations to support a multi-year performance period. Target and maximum amounts are generally determined for both short-term and long-term compensation each year,

denominated as a percentage or multiple of each participant’s base salary. The actual amount of any short-term or long-term compensation is determined early in the following year based on the Company’s performance over the previous calendar performance year. To create an incentive program that rewards future performance as similarly as possible for all members of our executive team, and to provide for the ICP as the primary long-term incentive vehicle going forward, the value of any long-term compensation otherwise awarded to an executive under the ICP in any year is reduced by any cash payments received or to be received (if any) by the executive under the Driftwood Incentive Program in the calendar year in which the long-term award is made.

Short-term compensation is generally payable in cash no later than March 15th of the calendar year following the calendar year to which the short-term compensation relates. Long-term awards for a year are also made no later than March 15th of the following calendar year to which they relate and are payable in three annual installments, with the first installments to be paid on or shortly following the determination of the amount of the long-term award with the remaining installments paid annually in the following two years. It is the intention of the Company to award the amount of long-term compensation earned in the form of shares or share equivalents; to date, such long-term awards have been issued in the form of cash-settled long-term incentives that deliver value based on our stock price performance, the primary characteristics of which are set forth in the following chart.

2023 ICP Short-term and Long-term Targets

For 2023, target and maximum amounts were generally set by the Compensation Committee for both short-term and long-term compensation under the ICP based on market data and after taking into account the expected role of the NEO.

The target and maximum ICP short-term and long-term compensation for the NEOs for 2023 were as follows:

ICP Performance Scorecard

For 2023, we adopted a performance scorecard that contains a minimum 50% of target baseline level of funding (subject to sufficient liquidity and Board approval) to encourage employee retention, with funding above baseline tied to outcomes measured against the following pre-established goals:

The use of a baseline was intended to combat turnover in our non-executive ranks and was not a guarantee of ICP compensation for our executive team.

2023 ICP Performance Scorecard Results and Payouts

The Company did not achieve any of the target goals under the ICP performance scorecard for 2023. As a result, and after considering the Company’s liquidity position as of December 31, 2023, the Compensation Committee did not make ICP awards for 2023, notwithstanding the baseline level of funding under the performance scorecard described above.

Legacy Awards

We have from time to time granted various types of legacy long-term incentive compensation set forth in the chart below. Although it is our intent to primarily use the ICP for long-term incentive compensation going forward, we may grant additional legacy-type awards to our NEOs, and such legacy incentives (whether granted currently or granted in prior years) are nonetheless a vital part of our incentive structure given the substantial amounts that may be earned under such incentives contingent upon future performance and continued employment.

Description of Legacy Incentives

Actions with Respect to Legacy and Other Incentives

Onboarding Grants to Mr. Oxley

On June 1, 2023, we granted Mr. Oxley various legacy-type awards to induce him to accept employment with the Company, to provide an incentive for him that aligns his interests with those of our stockholders and the achievement of FID, and to provide alignment with the remainder of the NEOs in terms of equity incentive award holdings. Mr. Oxley’s onboarding grants included 200,000 shares of fully vested stock, 200,000 shares of FID restricted stock, which vest in full upon FID, and an FID RSU award covering 200,000 shares of our common stock that vests in equal one-third tranches, with the first tranche vesting upon FID, and the remaining tranches vesting on the first and second anniversaries of FID.

In addition to the onboarding grants described above, Mr. Oxley was issued an award under the Driftwood Incentive Program in February 2024 to bring his long-term incentive opportunities in line with certain other members of the senior management team. As set forth in the following section, Mr. Oxley may earn up to $12,000,000 in the event we successfully fund all four Phases of the Driftwood terminal.

Outstanding Legacy and Other Incentive Awards

A full listing of the FID restricted stock/RSUs and stock options held by our NEOs is set forth in the section below entitled “Outstanding Equity Awards at December 31, 2023.” In addition, certain of our executives are entitled to earn the following cash incentive awards under the Driftwood Incentive Program in respect of each Phase of the Driftwood terminal:

Mr. Simões does not participate in the Driftwood Incentive Program.

Benefits

Retirement and Other Benefits

Our NEOs are eligible to participate in Tellurian’s defined contribution 401(k) plan, the Tellurian Services LLC 401(k) Retirement Plan (the “401(k) Plan”), on the same basis as all other employees. Tellurian matches 100% of the first 6% of a participant’s compensation that is contributed by an eligible participant to the 401(k) Plan, subject to the applicable limits imposed by the Code. In addition to the 401(k) Plan, our NEOs are eligible to participate in all of our employee benefit plans, such as medical, dental, vision, group life, short and long-term disability, and supplemental life and accidental death and dismemberment insurance, in each case on the same basis as other employees (and subject to the terms of such plans and applicable law). NEOs are also eligible for vacation and other paid holidays that are generally available to Tellurian’s employees. We do not offer a defined benefit pension plan or a nonqualified deferred compensation plan or supplemental retirement plan to any of our employees or NEOs.

Employment, Severance and Change of Control Arrangements

On October 1, 2021, we entered into employment agreements with Messrs. Souki and Simões that set forth their base compensation and provided for the annual and long-term targets that we implemented through the ICP, as generally described above for 2023. In addition, the employment agreements contain restrictive covenants for the benefit of the Company (including perpetual confidentiality and intellectual property covenants, and a non-compete and non-solicit of employees and other business relations that each apply during employment and for 12 months thereafter) and provide for the payment of cash severance and certain other benefits in the event of a termination without “cause” or resignation for “good reason.” Mr. Simões’s employment agreement also amends his FID restricted stock and FID cash awards to allow him to continue to vest in his awards post-termination if he remains employed through June 5, 2024.

Mr. Souki’s employment with us ended on December 8, 2023, at which time he became eligible to receive certain payments and benefits under his employment agreement as further described below under

“Payments Upon Termination or Change of Control—Charif Souki.” In addition, on March 1, 2024, the Company provided Mr. Simões notice of the Company’s decision not to renew the term of Mr. Simões’s employment agreement beyond its expiration of June 5, 2024. In connection with that non-renewal, the Company and Mr. Simões entered into a Transition, Separation, and General Release Agreement on March 15, 2024, providing Mr. Simões with certain payments and benefits in connection with the end of his employment, as further described below under “Looking Ahead: Management Changes in Fiscal Year 2024.”

We have also adopted executive and employee severance plans for the benefit of our other NEOs and certain additional members of our management team. The severance plans provide for the payment of cash severance and certain other benefits in the event a participant is terminated without cause. Participants in the severance plans are also subject to certain restrictive covenants for the benefit of the Company. See “Payments upon Termination or Change of Control—Summary of Severance Arrangements for NEOs” below for details on the severance benefits provided under the severance plans.

The severance plans are designed to (i) establish up front the liability of the Company in the event of an involuntary termination of an NEO, (ii) ensure the continued dedication and focus of our NEOs in the face of an actual or threatened change of control, (iii) provide an additional market-competitive compensation program that will attract and retain NEOs and other key individuals on whom our success depends, and (iv) secure certain restrictive covenants from individuals who could otherwise harm our business should they unreasonably compete with us following termination of employment.

Our NEOs are also eligible for accelerated and/or continued vesting of their long-term and other incentive awards upon the occurrence of a change of control of Tellurian and/or certain termination events, also as explained in greater detail under the heading “Payments upon Termination or Change of Control.”

Administration of Executive Compensation Program and Methodology

The Role of the Compensation Committee

Our Compensation Committee sets our compensation philosophy and objectives and designs our executive compensation program to support our strategic business objectives. The Compensation Committee is composed entirely of independent directors who are appointed by the Board and meets at least annually with the most senior members of our executive team—Mr. Belhumeur (after his appointment as President) and Mr. Houston (after his appointment as Executive Chairman), and previously Mr. Simões (during his tenure as CEO) and Mr. Souki (prior to his termination of employment)—and with any other corporate officers that the Compensation Committee deems appropriate. The Compensation Committee meets in executive session on an as-needed basis.

The Compensation Committee is responsible for the following:

The Role of Management

The Compensation Committee, along with each of the independent directors, is authorized by the Board to obtain information from and work directly with any employee in fulfilling its responsibilities. The Compensation Committee receives compensation recommendations and evaluations of the executive group (including with respect to the annual short-term ICP pool size and individual short-term ICP awards, if any) from the most senior members of the executive team, including Mr. Belhumeur (after his appointment as President) and Mr. Houston (after his appointment as Executive Chairman), and previously Mr. Simões (during his tenure as CEO) and Mr. Souki (prior to his termination of employment). The most senior members of our executive team meet with the Compensation Committee regularly as part of the Compensation Committee’s discussion and review of the performance criteria and compensation levels of key executives other than themselves. However, such individuals are not, and may not be, present during any voting or deliberations on their compensation.

Management also plays a role in Tellurian’s ICP. Management reviews the achievement of corporate goals to date and make a recommendation to the Compensation Committee regarding the size of annual ICP short-term and long-term awards to employees outside of the executive group, as well as individual award amounts to such employees. The Compensation Committee takes management’s recommendation into account but ultimately has the sole discretion to determine the amount and form of all ICP awards.

Our Chief Administrative Officer prepares materials for the most senior members of our management team and the Compensation Committee for the exercise of their distinct, but interrelated, compensation responsibilities.

The Role of the Independent Compensation Consultant

The Compensation Committee has retained Pearl Meyer as its independent compensation consultant. In 2023, Pearl Meyer provided the Compensation Committee with advice and information regarding current executive compensation practices, including market trends and reviews, and benchmarking of our executive compensation compared to the market. Pearl Meyer also provided input into the original design of the ICP. The Compensation Committee utilizes the benchmarking data and other advice provided by Pearl Meyer in determining compensation. Representatives of Pearl Meyer are invited to Compensation Committee meetings to present their benchmarking data and to assist the Compensation

Committee with its executive compensation decisions, including decisions regarding the short-term and long-term target levels of ICP compensation. Pearl Meyer also conducts an annual assessment of issues that may or could be associated with or indicative of excessive compensation-related risk-taking and summarizes its findings for the Compensation Committee’s review. In its compensation-related risk assessments in each of 2017 through 2023, Pearl Meyer identified no programs or practices that indicated the presence of a material compensation-related risk.

Review of Executive Officer Compensation

Our review of executive officer compensation encompasses the structure of our executive compensation program, the targeted amount of compensation for each executive, and the determination of the actual amounts earned or payable under our executive compensation program. The Compensation Committee considers multiple sources of internal and external data to reach final determinations, including recommendations from the most senior members of our executive team—Mr. Belhumeur (after his appointment as President) and Mr. Houston (after his appointment as Executive Chairman), and previously Mr. Simões (during his tenure as CEO) and Mr. Souki (prior to his termination of employment). In making its determinations, the Compensation Committee may consider factors such as executive compensation programs in effect at our peer group companies, our business goals, objectives, and challenges, our budget, comparative compensation benchmarking data provided by Pearl Meyer, the nature of a particular officer’s duties and responsibilities as compared to the corresponding position used in the benchmarking data, the experience and value the executive brings to the role and the executive’s opportunities outside of the Company, the executive’s performance results, the success demonstrated by both the Company and the executive in meeting strategic and other business objectives, the relationship of compensation earned compared to Company performance, previous compensation awarded to the executive that remains outstanding, and the impact on the internal equity of our pay structure within the Company.

The Compensation Committee’s review of executive compensation is performed throughout the year on an as-needed basis. The Compensation Committee ordinarily reviews individualized, position-specific compensation benchmarking studies provided by Pearl Meyer each year. In the first or second quarter of each year, the Compensation Committee generally sets base salaries for the upcoming fiscal year along with target incentives under the ICP and the ICP performance scorecard for that year. The Compensation Committee is expected to review the year-to-date progress on the performance scorecard each quarter with the most senior members of our management team, including Mr. Belhumeur (after his appointment as President) and Mr. Houston (after his appointment as Executive Chairman), and previously Mr. Simões (during his tenure as CEO) and Mr. Souki (prior to his termination of employment). Following completion of the year, the Compensation Committee will review the ICP payouts for the NEOs recommended by the most senior members of our management team and will approve ICP payouts in the first quarter of the next year. The Compensation Committee may make other long-term and retention incentive awards from time to time as and when determined necessary or appropriate.

Compensation Peer Group

As noted above, we use peer group companies, along with other companies in our industry sectors, to benchmark our compensation. Our peer group consists of publicly traded companies in (i) the oil and gas storage and transportation sector, (ii) the oil and gas exploration and production sector and (iii) the utilities sector. We have selected companies in each of these sectors as part of our peer group because our business model makes it such that we perform functions performed by or related to companies in each of those sectors. In constructing the peer group, we also considered peers of peers, peers identified from analyst reports or by research done by Pearl Meyer, and other peers identified by management as competitors for business or talent, and we took into account financial size, industry focus, workforce,

business operations, and geographic footprint in determining whether to include companies in the peer group.

With the assistance of Pearl Meyer, our Compensation Committee reviews the composition of the peer group annually so that the included companies remain relevant for comparative purposes. The Compensation Committee, with the assistance of Pearl Meyer, reviewed the peer group in the second half of 2023 and determined that no changes to the composition of the peer group were necessary, other than to replace one member of our peer group that ceased to be publicly traded in November 2022. Maintaining the size of the peer group provides continuing depth to the Compensation Committee’s analysis and protection against possible changes to our peer group from consolidations, bankruptcies, or similar events. The peer group will be used for purposes of determining compensation for 2024.

Tellurian’s peer groups for purposes of determining compensation for 2023 and 2024 are listed below:

Sector		Peer		2023		2024
Oil and Gas Storage and Transportation Companies		Cheniere Energy, Inc.		✓		✓
		EnLink Midstream, LLC		✓		✓
		Enterprise Products Partners L.P.		✓		✓
		Kinder Morgan, Inc.		✓		✓
		NextDecade Corporation		✓		✓
		NuStar Energy L.P.		✓		✓
		ONEOK, Inc.		✓		✓
		Targa Resources Corp.		✓		✓
		The Williams Companies, Inc.		✓		✓
Oil and Gas Exploration and Production Companies		APA Corporation		✓		✓
		Chesapeake Energy Corporation				✓
		Comstock Resources, Inc.		✓		✓
		Continental Resources, Inc. (1)		✓
		Devon Energy Corporation		✓		✓
		EQT Corporation		✓		✓
		Range Resources Corporation		✓		✓
		Southwestern Energy Company		✓		✓
Utilities		The AES Corporation		✓		✓
		Dominion Energy, Inc.		✓		✓
		PPL Corporation		✓		✓
		Sempra Energy		✓		✓
		Total		20		20

Stockholder Advisory Say-on-Pay

At our annual meeting of stockholders held on June 7, 2023, our stockholders approved, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of our NEOs, with approximately 84% of votes cast “for” such votes to be held every year. After considering the advisory vote of the stockholders, the Board determined to provide for the advisory “say-on-pay” stockholder vote

on an annual basis. We will, therefore, hold a non-binding advisory vote regarding the compensation of our NEOs at the Meeting.

At our annual meeting of stockholders held on June 7, 2023, our stockholders approved, on a non-binding advisory basis, the compensation of our NEOs, with approximately 67% of the votes cast “for” approval. As an advisory vote, the results are not binding upon us. However, the Compensation Committee values the opinions expressed by stockholders and reached out to holders of approximately 20% of our outstanding voting stock, including several of the Company’s largest active shareholders, and asked them to discuss the Company’s approach to executive compensation, among other items. Three out of the four largest holders of our common stock (holding approximately 15% of our outstanding common stock) accepted our invitation and met with our investor relations team, and on at least one occasion met with an independent member of our Board. The following is a synopsis of the investor feedback we received regarding our executive compensation program, as well as the actions taken or intended to be taken in response to that feedback.

Other Policies and Considerations

Stock Ownership Guidelines

Our Board has adopted stock ownership guidelines to further align the interests of our officers and non-employee directors with the interests of our stockholders and to foster sound corporate governance. Each officer and non-employee director is required to own shares of our common stock with a value equal to a minimum dollar amount, as follows:

All of our current NEOs were required to achieve the applicable level of ownership upon adoption of the guidelines, and any new officers will be required to achieve the applicable level of ownership within five years of their start date. All of our non-employee directors are required to achieve the applicable level of ownership within five years of joining the Board. Shares that count towards satisfaction of the guidelines include (i) shares owned outright by the officer or non-employee director, (ii) shares owned indirectly (e.g., by a spouse, trust, or controlled entity) and (iii) unvested restricted stock or RSUs. Unexercised stock options and long-term incentives under the ICP do not count towards satisfaction of the guidelines. Compliance with the guidelines is generally monitored once each year, as of June 30th. The value of a share will be measured annually on January 1 of each year and will be equal to the average closing price for December of the preceding year. Executive officers and non-employee directors who are subject to our stock ownership guidelines are required to hold 100% of the after-tax shares vested or acquired under equity awards granted by us until the ownership guidelines are satisfied.

On June 6, 2023, the Compensation Committee approved an exception to the Company’s stock ownership guidelines in respect of the June 30, 2023 compliance assessment date for each of Mr. Souki and Mr. Simões, who, at that time, did not own shares of Company common stock meeting the minimum value required by the guidelines due to (i) in the case of both Mr. Souki and Mr. Simões, a drop in the price of the Company’s common stock and (ii) in the case of Mr. Souki, the foreclosure on and sale of certain qualifying shares by his creditors.

Compensation Clawback Policy

Effective October 2, 2023, we adopted a new clawback policy that complies with Section 954 of the Dodd–Frank Act and the rules of the NYSE American. The new clawback policy replaced our previous clawback policy and provides for the recoupment of incentive-based compensation (e.g., cash bonuses, other cash incentives, and equity or equity-based incentives that are granted, earned, or vested upon the attainment of financial reporting measures) upon an accounting restatement of the Company’s financial statements (including upon a so-called “little r” restatement). The amount recoverable is the amount of compensation received that exceeds what would have been received had the restatement not occurred. The clawback policy applies generally to current and former executives of the Company with respect to compensation received in the three completed fiscal years of the Company prior to the date on which the Board or other body determines or directs that a restatement is required to be filed. The clawback is not dependent on the personal actions of the NEO.

Tax Considerations

In designing our compensation programs, we take into account the tax, accounting and disclosure rules associated with various forms of compensation, although the design of our programs is focused primarily on attracting and retaining the top talent in our industry and incentivizing those individuals to execute on the Company’s business strategy and to increase stockholder value.

Section 162(m) of the Code generally disallows publicly listed companies a tax deduction for compensation in excess of $1,000,000 paid to certain current and former executive officers (the “covered employees”). Generally, compensation in excess of $1,000,000 paid to each of the covered current and former executive officers will not be deductible by us. While the Compensation Committee considers the impact of Section 162(m) of the Code when designing and implementing our compensation programs, the Compensation Committee will continue to develop compensation programs that use a full range of criteria important to our success, recognizing that compensation paid under such programs may not be deductible under Section 162(m) of the Code. In the exercise of our business judgment, we continue to have the flexibility to award compensation that may not be tax-deductible if we determine that is appropriate.

Under Section 280G and Section 4999 of the Code, compensation that is granted, accelerated or enhanced upon the occurrence of a change of control may give rise, in whole or in part, to “excess parachute payments” and, to such extent, the compensation will be non-deductible by the Company and will be subject to a 20% excise tax payable by the executive. Our compensation arrangements do not provide for gross-ups for this excise tax.

Section 409A of the Code requires that nonqualified deferred compensation be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, the timing of payments and certain other matters. Failure to satisfy these requirements can expose our employees and other consultants to accelerated income tax liabilities and excise taxes and interest on their vested compensation under such plans. We design our compensation programs with the intent that they comply with or be exempt from Section 409A of the Code, although there is no guarantee that any particular element of compensation will, in fact, be so compliant or exempt. Our compensation arrangements do not provide for gross-ups for any additional taxes or interest that may be imposed under Section 409A of the Code.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted by the Compensation Committee of the Board of Directors,

Summary Compensation Table

The following table shows the compensation of the NEOs for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021.

(5)            Mr. Oxley commenced employment on June 1, 2023.

Grants of Plan-Based Awards

The following table summarizes possible future payouts under awards made to our NEOs in the fiscal year ended December 31, 2023 as well as the grant of fully vested stock, restricted stock awards and RSUs to one of our NEOs in the fiscal year ended December 31, 2023.

Outstanding Equity Awards at December 31, 2023

The following table summarizes information regarding unexercised options, stock that has not vested and equity incentive plan awards outstanding as of December 31, 2023 for each of the NEOs.

Option Exercises and Stock Vested

The following table sets forth the aggregate dollar value realized by the NEOs upon the vesting of stock awards during the fiscal year ended December 31, 2023.

Payments upon Termination or Change of Control

Kian Granmayeh

As described above, Kian Granmayeh resigned as Chief Financial Officer of the Company effective as of March 10, 2023. In connection with his resignation, Mr. Granmayeh entered into a Separation Agreement with the Company on March 5, 2023 (the “CFO Separation Agreement”). Prior to executing the CFO Separation Agreement, Mr. Granmayeh was not subject to any restrictive covenants in favor of the Company, and the CFO Separation Agreement was therefore designed to incentivize Mr. Granmayeh to agree to certain restrictive covenants which are protective of the Company’s business and its employee base, which the Company viewed as critical given the robust and highly competitive market for LNG talent. Pursuant to the CFO Separation Agreement, and in exchange for Mr. Granmayeh’s agreement not to compete with the Company, not to solicit our employees and other service providers and business contacts, not to disparage the Company, and not to disclose the Company’s confidential information, Mr. Granmayeh received payments of $525,000, the equivalent of one year’s salary, paid over a 12-month period.

In addition, pursuant to the CFO Separation Agreement, Mr. Granmayeh forfeited all of his outstanding equity awards and long-term cash-based awards except a grant of 174,942 RSUs made to him in January 2022, which would have vested, if at all, in accordance with the terms of the grant agreement as if his employment had not terminated, had FID occurred on or before March 10, 2024. Because FID did not occur on or before March 10, 2024, the remaining 174,942 RSUs were forfeited. The ability to maintain and potentially vest in a portion of the RSUs was an important part of the consideration designed to incentivize Mr. Granmayeh to agree to and abide by the restrictive covenants described above.

Mr. Granmayeh also executed a customary release of claims pursuant to the CFO Separation Agreement.

Charif Souki

As described above, the Company terminated Mr. Souki’s employment on December 8, 2023. In connection with Mr. Souki’s termination of employment and the terms of his employment agreement with the Company dated as of October 1, 2021 (the “Souki Employment Agreement”), the Company and Mr. Souki executed a Separation Agreement and General Release (the “Separation and Release Agreement”) which provides that Mr. Souki will receive benefits consisting of (i) a cash severance amount

equal to $6,428,000, payable in substantially equal installments over 12 months following the termination date, (ii) a lump-sum payment of $1,000,000 payable on December 22, 2023, (iii) a pro-rated annual bonus for the 2023 calendar year; provided that the Company approves and pays 2023 annual bonuses for each of the Company’s executive officers, (iv) the transfer of certain travel-related benefits to Mr. Souki with a cost to the Company of approximately $660,000, and (v) eligibility for any unvested and outstanding tracking units granted to Mr. Souki under the Company’s incentive compensation program to remain outstanding and eligible to vest pursuant to the terms of the program and applicable award agreement without regard to the continuous service requirement (the value of Mr. Souki’s 3,302,664 outstanding tracking units as of December 31, 2023, based on the $0.7556 per share closing price of our common stock on December 29, 2023, the last trading day of 2023, was $2,495,493). Mr. Souki also received thirty (30) days’ base salary in a lump sum of $105,000 in lieu of the 30-day notice period specified under Section 4(d) of the Souki Employment Agreement.

The Separation and Release Agreement confirms that certain provisions contained in the Souki Employment Agreement, including confidentiality, non-competition, non-solicitation and certain restrictions relating to the disclosure of proprietary information, shall remain in full force and effect. Mr. Souki’s right to receive or retain the separation benefits described above is contingent upon his complying with the terms of the Separation and Release Agreement, including the terms and conditions of the Employment Agreement that remain in full force and effect. The Separation and Release Agreement also contains customary terms applicable to the departure of an executive of the Company, including recoupment and confidentiality provisions, as well as the resignation by Mr. Souki from the Board effective as of December 19, 2023.

Summary of Severance Arrangements for Remaining NEOs

As described above, we previously entered into an employment agreement with Mr. Simões that provides certain severance benefits upon various types of termination of employment. In addition, we have adopted the executive and employee severance plans that provide for certain severance and “change of control” benefits to our NEOs other than Mr. Simões. The following chart sets forth the effect of various types of terminations under the executive employment agreements and under the severance plans.

Summary of Termination and Change of Control Benefits for NEOs under Long-term Incentive and Equity Incentive Awards

In addition to the severance benefits provided by our employment agreement with Mr. Simões and under our executive and employee severance plans, certain of our long-term incentive or equity incentive awards contain specialized vesting provisions applicable in the event of a termination of employment or a “change of control.” The following chart sets forth the effect of (i) various types of terminations and (ii) a “change of control” under our long-term cash and equity incentive awards issued to our NEOs.

Estimated Termination and Change of Control Benefits

The following table quantifies the dollar value of benefits that would have been received by the NEOs (other than Messrs. Granmayeh and Souki), in the event of a “change of control” and/or had they experienced a termination of employment under various circumstances as of December 31, 2023. The table assumes that payments and benefits are not reduced to avoid application of the golden parachute provisions of Sections 280G and 4999 of the Code.