Arnaud Lenail-Chouteau
NextDecadeAbout Arnaud Lenail-Chouteau
Arnaud Lenail-Chouteau (age 51) is an independent Class A director at NextDecade Corporation, appointed on October 16, 2024, and elected by stockholders on June 4, 2025 to serve the remainder of the Class A term through the 2027 annual meeting . He has over 25 years at TotalEnergies across LNG assets, business development, exploration strategy, and decarbonization, and currently serves as Vice President, LNG Assets and Business Development; he holds Master of Science degrees from Université Pierre et Marie Curie and IFP School, and a Master of Public Administration from Collège des Hautes Etudes de L’Institut Diplomatique .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TotalEnergies | Vice President, Exploration Strategy | Sep 2021 – Jun 2023 | Led exploration strategy; background spans geoscience, asset management, strategy |
| TotalEnergies (Abu Dhabi affiliate) | Vice President, Business Gas and Planning | Sep 2019 – Sep 2021 | Business planning in gas; regional LNG exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TotalEnergies | Vice President, LNG Assets and Business Development | Jul 2023 – Present | Holds various mandates as director or president of certain TotalEnergies affiliates |
Board Governance
- Director class and tenure: Class A; appointed Oct 16, 2024; elected Jun 4, 2025; term to 2027 .
- Independence: Board determined Lenail-Chouteau is independent under Nasdaq rules .
- Committees:
- Nominating, Corporate Governance and Enterprise Sustainability (NGS): Member; Chair is Sir Frank Chapman; met 3 times in 2024 .
- Compensation Committee: Member; Chair is William Vrattos; met 13 times in 2024 .
- Board activity: Board met 15 times in 2024; all directors attended at least 75% of board and applicable committee meetings during the period served .
- Lead Independent Director: William Vrattos; scope includes presiding over sessions without the Chair, acting as liaison, approving board materials, and retaining advisors .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $0 | Not paid; he is not an “At‑large Director” under the policy |
| Committee Chair Fees | $0 | Not a chair |
| Equity Grant (Restricted Stock) | $0 | No stock award reported for 2024 |
| Meeting Fees | $0 | No per-meeting fees under policy |
The Director Compensation Policy applies to “At‑large Directors” (not appointed pursuant to agreements); it provides $100,000 annual cash retainer and ~$125,000 equity grant vesting in one year. Lenail-Chouteau, designated via a Purchaser Rights Agreement, is not listed as receiving At‑large compensation for 2024 .
Performance Compensation
| Element | Structure | Vesting/Performance Metrics |
|---|---|---|
| Director equity (At‑large policy) | Time-based restricted stock | Vests on first anniversary; no director performance metrics; not applicable to Lenail-Chouteau in 2024 |
Other Directorships & Interlocks
| Relationship | Key Terms | Potential Interlock/Conflict Considerations |
|---|---|---|
| Designation by Global LNG North America Corp. (TotalEnergies affiliate) | Lenail-Chouteau was appointed to a Board seat designated by TTE Purchaser under a Purchaser Rights Agreement | TotalEnergies is a major shareholder and commercial counterparty (SPAs and equity), creating related‑party exposure; Board maintains a related person transaction policy |
| TotalEnergies shareholding | Global LNG North America Corp. beneficially owns ~17.2% as of Apr 17, 2025 | Significant ownership with preemptive rights may influence governance; independence affirmed by Board |
| LNG offtake SPAs | 5.4 mtpa for Phase 1 (20 years, Henry Hub) and 1.5 mtpa for Train 4 (20 years, Henry Hub) | Material commercial ties; monitored under related-party policy |
| Project equity and support | TTE Purchaser committed ~$1.1 billion to JVCo; entitled to 16.67% of RGLNG cash flows; contingent credit support by TotalEnergies Holdings SAS to lenders | Financial interlock; policy requires disinterested Board review for related transactions |
| Preemptive rights | Rights to participate in future offerings to maintain ownership percentages, subject to pricing condition | Ongoing influence over capital raises |
Expertise & Qualifications
- Technical and industry expertise: Oil and gas exploration, LNG assets/business development, carbon capture and decarbonization initiatives .
- Education: M.S. degrees (Université Pierre et Marie Curie; IFP School); MPA (Collège des Hautes Etudes de L’Institut Diplomatique) .
- Board qualification: Independent director with relevant LNG and decarbonization experience .
Equity Ownership
| Metric | Value | Details |
|---|---|---|
| Beneficial ownership (shares) | 0 | As of Apr 17, 2025, listed as “—” in beneficial ownership table |
| Ownership % of outstanding | 0% | Based on table; “—” indicates none reported |
| Pledged shares | None | Insider Trading Policy prohibits pledging/hedging for directors |
| Section 16 compliance | Compliant | Company reports timely Section 16 filings by directors for FY2024 |
Additional Voting and Engagement Data
| Item | Result | Date |
|---|---|---|
| Election of Arnaud Lenail-Chouteau (Class A) | For: 200,807,682; Against: 11,556,406; Abstain: 241,462; Broker non‑votes: 19,775,116 | Annual Meeting held Jun 4, 2025 |
| Say‑on‑Pay advisory vote | For: 189,733,968; Against: 22,626,202; Abstain: 245,380; Broker non‑votes: 19,775,116 | Jun 4, 2025 |
Governance Assessment
-
Strengths
- Independent status under Nasdaq rules despite designation by a major shareholder; committee roles on NGS and Compensation align with his strategic and industry background .
- Board and committees active (Board: 15 meetings in 2024; directors ≥75% attendance), indicating engagement; Lead Independent Director structure adds oversight .
- Anti‑hedging and anti‑pledging policy mitigates alignment risks; robust clawback and no repricing provisions in equity plan .
-
Risks and RED FLAGS
- Potential conflicts: Active executive at TotalEnergies while TotalEnergies holds ~17.2%, has preemptive rights, major offtake SPAs (5.4 mtpa Phase 1; 1.5 mtpa Train 4), and JV equity/credit support; these are material related‑party ties requiring ongoing disinterested oversight. RED FLAG: Related‑party exposure (monitor recusal and committee processes) .
- Ownership alignment: No reported personal beneficial ownership; not paid under At‑large director compensation (no time‑based equity grant), potentially reducing direct “skin‑in‑the‑game”; mitigated by corporate anti‑hedging policy and his employer’s stake rather than personal holdings .
Company policy requires disinterested Board review/approval of related‑person transactions; specific exclusions apply, but the breadth of TTE ties warrants continued monitoring for conflicts and transparency .