Denise Gray
About Denise Gray
Denise Gray (age 62) is an independent director of Cheniere Energy, Inc. (ticker: LNG), serving since 2023; she is a member of the Audit Committee and the Compensation Committee . She is CEO of DKTN Consulting LLC and formerly held senior roles at LG Energy Solution Michigan (CEO/President/Board Member, 2015–2022; Director of External Affairs & Government Relations, 2022–May 2023) . Gray holds a B.S. in Electrical Engineering from Kettering University and an M.S. in Engineering Management of Technology from Rensselaer Polytechnic Institute, and is a member of the National Academy of Engineering (since Feb 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LG Energy Solution Michigan Inc. (and predecessors LG Chem Power Inc./LG Chem Michigan Inc.) | CEO/President and Board Member | Sep 2015 – Mar 2022 | Led battery solutions for automotive and non-automotive applications |
| LG Energy Solution Michigan Inc. | Director, External Affairs & Government Relations, North America | Mar 2022 – May 2023 | Government relations leadership until retirement |
| AVL List GmbH (Graz, Austria) | Automotive leadership roles | 2013 – 2015 | Engineering and leadership experience |
| Atieva, Inc. (now Lucid) | Leadership roles | 2010 – 2013 | EV/battery systems exposure |
| General Motors | Multiple leadership roles in vehicle electrical, powertrain controls, software, including battery systems | 1986 – 2010 | Spearheaded battery systems work |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| Canadian National Railway | Director | Apr 2021 – present | Current public company directorship |
| Tenneco | Director | Mar 2019 – Nov 2022 | Former public company directorship |
| Board on Energy and Environmental Systems | Board Member | Jan 2020 – present | External policy/technical body |
| Joint Office of Energy & Transportation (EV Working Group) | Advisory Board Member | Aug 2023 – present | EV infrastructure advisory role |
| U.S. Secretary of Energy | Advisory Board Member | Oct 2021 – present | DOE advisory capacity |
| National Academy of Engineering | Member | Feb 2022 – present | Elected member |
Board Governance
- Committee assignments (as of Apr 8, 2025): Audit Committee; Compensation Committee; not a chair .
- Independence: The proxy lists Gray as independent .
- Attendance (FY 2024): 100% attendance at Board (8/8), Audit (8/8), and Compensation (5/5) meetings .
- Board structure safeguards: 8 of 10 directors independent; committees are chaired solely by independent directors; independent directors meet without management .
| 2024 Meetings | Number Held | Denise Gray Attendance |
|---|---|---|
| Board | 8 | 100% |
| Audit Committee | 8 | 100% |
| Compensation Committee | 5 | 100% |
Fixed Compensation
- Non-employee director program (effective post-2024 AGM): Annual compensation increased from $295,000 to $315,000; election of either 100% in restricted stock or $120,000 cash + $195,000 restricted stock. Chair fees (electable in 100% stock or 50/50 cash/stock): Audit Chair $30,000; Compensation Chair $25,000; Governance & Nominating Chair $20,000; Non-Executive Chairman $200,000. Annual equity retainer and 50% of chair fees vest at the earlier of the day before the next AGM or first anniversary. Directors may defer 100% of annual equity into DSUs per the Director Deferred Compensation Plan .
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) | Grant Date | Shares Granted | Grant-Date Fair Value/Share ($) |
|---|---|---|---|---|---|---|
| 2024 | 10,000 | 295,210 | 305,210 | May 23, 2024 | 1,879 | 157.11 |
| 2023 | 0 | 295,176 | 295,176 | May 11, 2023 | 2,008 | 147.00 |
Notes:
- As of Dec 31, 2024, Gray had 0 restricted shares outstanding and 3,887 deferred stock units (DSUs) outstanding .
Performance Compensation
- Directors receive cash retainers and time-vested restricted stock/DSUs; there are no performance-based metrics tied to director compensation and the company currently does not grant stock options .
- Director stock awards vest on a time basis aligned to the annual meeting cycle; DSU deferrals follow the same vesting schedule .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Canadian National Railway (Director since Apr 2021) |
| Prior public boards | Tenneco (Mar 2019 – Nov 2022) |
| Compensation Committee interlocks (2024) | None reported; Gray served on the Compensation Committee and no member was a Company employee; no interlocks involving Company executives were disclosed |
Expertise & Qualifications
- Extensive automotive and battery technology leadership experience; insights into energy transition issues; engineering expertise .
- Academic credentials in electrical engineering and engineering management; member of the National Academy of Engineering .
Equity Ownership
| Holder | Beneficial Ownership (Cheniere shares) | % of Class | Notes |
|---|---|---|---|
| Denise Gray | 3,887 | <1% | Includes DSUs distributable per elections under the Director Deferred Compensation Plan . As of Dec 31, 2024, 3,887 DSUs outstanding . |
- Ownership alignment: Non-employee directors must hold at least 3x the annual equity retainer; all non-employee directors are in compliance .
- Hedging/pledging: Company prohibits pledging of Company stock and hedging/short sales under policy and governance highlights .
- Director grant limit: Aggregate annual compensation for a non-employee director capped at $750,000 (cash + equity), with limited exceptions; reflected in incentive plan and governance summary .
Governance Assessment
- Strengths for investor confidence
- Independence and engagement: Independent director with 100% attendance across Board, Audit, and Compensation in 2024 .
- Relevant domain expertise: Decades in automotive/battery systems and energy transition; NAE membership enhances technical oversight credibility .
- Pay alignment and safeguards: Majority of director compensation deliverable in equity; robust ownership guidelines (3x equity retainer) with full compliance; hedging/pledging prohibited; director pay cap in place .
- Compensation oversight integrity: No Compensation Committee interlocks; independent compensation consultant (Meridian) engaged with no conflicts identified .
- Watch items / potential conflicts
- Multiple external roles in energy policy and mobility (DOE advisory, EV Working Group, Board on Energy & Environmental Systems) create broad network exposure; no related-party transactions or interlocks are disclosed in the proxy related to Gray, but investors should monitor for any future overlap with Company business .
- Overall: Gray’s profile supports board effectiveness (technical depth, energy transition awareness) with strong attendance and independence. Compensation structure and stock ownership policies promote alignment, and committee composition/consultant independence reduce governance risk .