Lauren Morrison

About Lauren Morrison

Lauren Morrison (age 69) is an independent director at Clean Energy Technologies, Inc. (CETY), serving on the board presented for election at the combined 2024/2025 annual meeting on April 30, 2025 . She is described as an international business development consultant focused on clean energy, smart building, and sustainability, with experience across global growth strategies, branding, and product development; the board cites her international perspective and clean energy experience as valuable credentials . The proxy identifies her as an incumbent director; the initial appointment date and years of service are not disclosed in the filing .

Board Governance

• Independence: The board determined Morrison is independent under Nasdaq standards for 2024 and 2023 .
• Committee roles and chair positions:
  • Audit Committee: Chair
  • Compensation Committee: Member
  • Nominating & Corporate Governance Committee: Chair
• Audit Committee report: Morrison submitted the Audit Committee’s annual report to the board, affirming oversight of financial reporting, auditor independence, and risk management processes .
• Board leadership: No lead director or chairman; independent directors meet in executive session at least annually .
• Attendance and engagement: In 2023–2024 the board held telephonic conferences and used unanimous written consents; all directors attended at least 75% of telephonic conferences. Directors are encouraged but not required to attend annual meetings of stockholders .
• Hedging policy: The company does not currently have a policy against hedging .

Committee Assignments

Fixed Compensation

Director cash/equity compensation for 2023–2024 was not paid; only expense reimbursement is noted.

Notes:

• The company states directors were not compensated for service during 2023 and 2024, though expense reimbursements may be made; committee/meeting fees and chair fees are not paid .

Performance Compensation

• Equity awards (RSUs/PSUs) and options: None granted to Morrison in 2023–2024 per the director compensation table .
• Performance metrics tied to director compensation: Not applicable—no director equity or incentive awards are disclosed for 2023–2024 .

Equity Ownership

• Beneficial ownership: The proxy’s beneficial ownership table lists only the CFO (50.64% via MGW Investment I Limited) and CEO (4.88%); individual holdings for Morrison are not presented .
• Ownership guidelines: Director stock ownership guidelines are not disclosed .
• Hedging/pledging: No anti-hedging policy; pledging practices for directors are not disclosed .

Other Directorships & Interlocks

• Other public company boards: Not disclosed for Morrison in the proxy .
• Compensation committee interlocks: The company reports no interlocks or insider participation; Morrison and Hsu served on the Compensation Committee in 2023–2024, and no cross-directorships with other issuers’ executives are reported .

Expertise & Qualifications

• Domain expertise: Clean energy, smart buildings, sustainability; integration/optimization of technologies for energy efficiency; interest in data monitoring and iterative improvements for building operations .
• Global perspective: Experience from participation in model smart city development in Asia and advocacy for broad stakeholder engagement on climate challenges .
• Financial oversight: Chairs the Audit Committee and submitted the committee report, indicating active involvement in financial reporting and auditor oversight .

Related Party Transactions and Conflicts

• RPTs disclosed: Transactions relate to Vermont Renewable Gas LLC (VRG) and the company’s corporate guarantee of VRG’s loan; none are tied to Morrison individually in the RPT section .
• Majority influence: CFO Calvin Pang beneficially controls ~50.64% of outstanding common shares via MGW Investment I Limited, which can exert substantial influence over matters requiring shareholder approval . This concentration elevates governance risk and potential conflicts relative to minority shareholders.

Say-on-Pay & Shareholder Feedback

• Say-on-Pay history: The company did not hold an annual meeting in the prior year and has not previously conducted a Say-on-Pay vote; 2025 includes a non-binding advisory vote on executive compensation . Approval percentages are therefore not available.

Governance Assessment

• Strengths

  • Independent director with clean energy and sustainability expertise anchoring two key chair roles (Audit; Nominating & Governance) and serving on Compensation, suggesting high influence over governance architecture and financial oversight .
  • Audit Committee report signed by Morrison indicates direct engagement with auditor independence, financial statement integrity, and risk oversight .
  • Board asserts regular executive sessions of independent directors, at least annually .

• Concerns and RED FLAGS

  • No anti-hedging policy—a shareholder-alignment red flag common in governance assessments .
  • Board leadership vacuum: No lead independent director or chair; combined with reliance on unanimous written consents and absence of formal in-person meetings, raises questions about board rigor and cadence; attendance noted at ≥75% of telephonic conferences .
  • Concentrated control: CFO’s 50.64% beneficial ownership may limit minority shareholder influence despite independent committee structure .
  • Director compensation and ownership alignment: No cash retainers or equity grants in 2023–2024 for non-executive directors; absence of disclosed stock ownership guidelines—may weaken “skin-in-the-game” and long-term alignment signals .
  • Listing risk and financial stress context: Company disclosed Nasdaq non-compliance (minimum bid price and annual meeting) and a going concern opinion—heightened oversight demands on Audit Committee (chaired by Morrison) .

• Implications

  • Morrison’s chair roles position her to influence remediation plans on listing compliance and to strengthen risk and disclosure controls amidst going concern scrutiny .
  • To enhance alignment and investor confidence, the board could adopt anti-hedging/anti-pledging policies, define director ownership guidelines, and consider instituting a lead independent director structure—areas under the remit of Nominating & Governance (chaired by Morrison) .

Appendices

Director Compensation (detail from proxy table)

Board/Committee Activity and Attendance

• Board telephonic conferences; unanimous written consents for material decisions; ≥75% attendance by all directors; encouragement (not requirement) to attend annual stockholder meetings .

Beneficial Ownership Snapshot (context)

Relevant Filings

• DEF 14A (Proxy Statement) dated April 15, 2025: director bios, committee assignments, independence, director compensation, beneficial ownership .
• 8-K Item 5.02 dated May 1, 2024: board changes (Xiaotian Xiao appointment; audit committee membership) .
• 10-K FY2024 dated April 14, 2025: going concern, Nasdaq compliance risks .