Lorraine Mitchelmore
Cheniere EnergyAbout Lorraine Mitchelmore
Lorraine Mitchelmore, age 62, has served as an independent director of Cheniere Energy, Inc. (LNG) since 2021 and is a member of the Audit Committee and the Governance & Nominating Committee . She brings 30+ years of international oil and gas experience, including serving as President and Canada Country Chair of Shell Canada and EVP, Americas Heavy Oil at Royal Dutch Shell (2009–2016), and CEO of Enlighten Innovations (2017–2018); earlier career roles include BHP Petroleum, Chevron, and Petro‑Canada . Her education includes a BSc in Geophysics (Memorial University of Newfoundland), an MSc in Geophysics (University of Melbourne), and an MBA (Kingston Business School, London) .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shell Canada / Royal Dutch Shell | President & Canada Country Chair; EVP, Americas Heavy Oil | 2009–2016 | Senior executive roles with operational, strategy, and commercial scope |
| Enlighten Innovations Inc. | President & Chief Executive Officer | May 2017 – Sept 2018 | Calgary-based clean technology company |
| BHP Petroleum; Chevron; Petro‑Canada | Various roles | Pre-2002 | Operational/strategy/commercial roles prior to Shell |
External Roles
| Organization | Role | Tenure | Committee/Position |
|---|---|---|---|
| Bank of Montreal (BMO) | Director | Since May 2015 | Chair, Human Resources Committee |
| Suncor Energy Inc. | Director | Since Nov 2019 | Chair, Environment, Health, Safety & Sustainable Development Committee |
| Alberta Investment Management Corp (AIMCo) | Director | Jan 2022 – Nov 2024 | Board service |
| Catalyst Canada | Board of Advisers | 2018 – 2023 | Board of Advisers |
| TransMountain Corporation | Director | Nov 2018 – Dec 2019 | Board service |
| Creative Destruction Lab | Associate (mentor) | 2018 – 2023 | Mentored early-stage energy transition companies |
| McKinsey & Company | Advisor | Current | Advancing Women Executives program |
Board Governance
- Committee assignments (as of April 8, 2025): Audit Committee (member), Governance & Nominating Committee (member); not a committee chair .
- Independence: Board determined Ms. Mitchelmore is independent under NYSE standards; 8 of 10 current directors/nominees are independent; committees are comprised of and chaired solely by independent directors .
- Meetings: Board held 8 meetings in FY2024; all incumbent directors attended ≥75% of eligible meetings; annual meeting attendance was 100% of then-serving directors .
- Attendance detail (FY2024): 100% for Board, Audit Committee, and Governance & Nominating Committee .
| Body | Meetings Held (FY2024) | Attendance |
|---|---|---|
| Board | 8 | 100% |
| Audit Committee | 8 | 100% |
| Governance & Nominating Committee | 6 | 100% |
Fixed Compensation
- Program structure: From May 2024, annual non‑employee director compensation increased from $295,000 to $315,000; directors may elect (i) 100% restricted stock or (ii) $120,000 cash + $195,000 restricted stock . Chair fees: $30,000 (Audit), $25,000 (Compensation), $20,000 (Governance & Nominating); Non‑Executive Chairman: $200,000; chair fees can be received 100% stock or 50/50 cash/stock . Director compensation per calendar year is capped at $750,000, subject to Compensation Committee discretion .
- Vesting: Equity retainer ($195,000) and 50% of chair fees vest on the earlier of the day immediately prior to the next annual meeting or one year from grant; if cash retainer is taken in stock, that restricted stock vests quarterly; DSUs are available for deferral and follow the same vesting schedule .
| Metric (FY2024) | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $10,000 |
| Stock Awards ($) | $295,210 |
| Total ($) | $305,210 |
| Grant Date & Price | May 23, 2024 at $157.11 per share |
| Shares Granted | 1,879 restricted stock or DSUs |
| Outstanding Restricted Stock (12/31/2024) | 1,561 shares |
| Outstanding DSUs (12/31/2024) | 0 |
Performance Compensation
| Feature | Details |
|---|---|
| Performance-based components | None disclosed for non-employee directors; equity retainer vests time-based per director program |
| Deferral elections | Directors may defer 100% of equity-based compensation into DSUs; DSUs vest per restricted stock schedule |
| Hedging/Pledging | Company prohibits hedging, short sales, and pledging/margin accounts for Company stock |
| Clawbacks | Mandatory clawback policy applies to current/former Section 16 officers; not specified for directors |
Other Directorships & Interlocks
| Company | Relationship to LNG | Potential Interlock/Note |
|---|---|---|
| Suncor Energy Inc. | In LNG’s executive compensation peer group | Ms. Mitchelmore is a Suncor director; LNG benchmarks comp vs peer group that includes Suncor |
| Bank of Montreal (BMO) | Financial services provider; no related transactions disclosed | Ms. Mitchelmore is a BMO director; independence affirmed; no related-party transactions since Jan 1, 2024 |
Observation: LNG’s director compensation program references the executive compensation peer group for market benchmarking; that peer set includes Suncor where Ms. Mitchelmore serves as a director. The proxy affirms independence and discloses no related-party transactions, mitigating conflict concerns .
Expertise & Qualifications
- 30+ years in international oil & gas; executive leadership in operations, strategy, and commercial roles .
- Energy transition and sustainable development experience; fellow of the Canadian Academy of Engineering; Catalyst Canada Champion (2014); Canada’s Clean16 (2016) .
- Geophysics and MBA credentials; advisory roles (McKinsey AWE) and mentorship of energy transition startups (Creative Destruction Lab) .
Equity Ownership
- Security ownership as of record date: 6,508 shares; less than 1% of class; outstanding restricted stock 1,561 shares; DSUs 0 .
- Director stock ownership guidelines: Minimum 3x the prevailing annual equity retainer award; all non‑employee directors are in compliance .
- Prohibitions: No pledging or hedging of Company stock allowed .
| Metric | As of Record Date |
|---|---|
| Beneficial Ownership (Shares) | 6,508 |
| Percent of Class | Less than 1% |
| Restricted Stock Outstanding | 1,561 |
| DSUs Outstanding | 0 |
| Ownership Guideline | 3x annual equity retainer; all directors in compliance |
| Pledging/Hedging | Prohibited by policy |
Governance Assessment
- Board effectiveness: Strong engagement and attendance (100% across Board, Audit, and Governance & Nominating); independent committee composition and chairs; split Chair/CEO roles; robust risk oversight processes .
- Independence & conflicts: Board affirmatively determined Ms. Mitchelmore to be independent; no related-party transactions since Jan 1, 2024; code of conduct and insider trading policies in place .
- Director pay & alignment: Market-based program with equity-heavy mix, director pay cap ($750,000), and strict ownership guidelines (3x retainer); vesting promotes retention without performance metrics, typical for independent directors .
- Compensation governance: Use of independent consultant (Meridian) with no conflicts; peer group includes major energy companies (including Suncor); director compensation referenced to this peer set via Governance & Nominating Committee .
- Red flags: None disclosed—no pledging/hedging, no related-party transactions, full attendance; note potential perception risk given Suncor’s inclusion in peer group where Ms. Mitchelmore serves, but independence affirmed and no transactions reported .
- Protective provisions: Indemnification agreements for directors consistent with Delaware law .