Meg Gentle
OvintivAbout Meg Gentle
Meg A. Gentle (age 50) is an independent director of Ovintiv (OVV) since 2020. She serves on the Audit Committee and the Human Resources & Compensation (HRC) Committee and is slated to become HRC Committee Chair pending Board approval in April 2025. Gentle is an energy executive with deep LNG, gas marketing, finance, and infrastructure experience, including senior roles at Cheniere and Tellurian. She holds an MBA in Finance from Rice University and a BA in Economics & International Affairs from James Madison University .
Past Roles
| Organization | Role | Tenure/Dates | Committees / Impact |
|---|---|---|---|
| Tellurian Inc. | President & CEO; Director | Director 2016–2020 | Led development of large-scale LNG export infrastructure |
| Cheniere Energy, Inc. | EVP Marketing; SVP & CFO; SVP Strategic Planning & Finance | Not disclosed | Helped establish the U.S. as a leading LNG supplier globally |
| Cheniere Energy Partners, L.P. | Director | Not disclosed | Governance oversight at LNG MLP |
| Anadarko Petroleum | International BD and strategic planning | Not disclosed | Global market and strategy experience |
| Pace Global | Analyst | Not disclosed | Early career analytical foundation |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| HIF Global | Executive Director | Private energy (e-fuels) | Energy transition and advanced fuels focus |
| Atlantic Council | Director | Non-profit | Global policy think tank |
| Council on Foreign Relations | Director | Non-profit | Foreign policy forum |
| University of Texas MD Anderson (Board of Visitors) | Executive Committee | Academic/Healthcare | Advisory/oversight role |
| Casa de Esperanza de los Niños | Chairman | Non-profit | Community leadership |
Board Governance
- Independence: Independent director since 2020; all committee members are independent .
- Committee assignments: Audit; HRC; designated Audit Committee Financial Expert; pending HRC Chair (April 2025) .
- Attendance and engagement: 100% attendance at Board and committee meetings in 2024; Gentle attended Board 5/5, Audit 5/5, HRC 4/4 (14 total meetings) .
- Board leadership and practices: Independent Board Chair; executive sessions held at regular Board and committee meetings; overboarding and change-in-circumstance policies in place; no interlocking directorships with other reporting issuers .
- Shareholder engagement: In 2024, outreach offered to holders of >67% of shares; directors (including committee chairs) participated .
| Governance Item | Detail |
|---|---|
| Committees | Audit; HRC |
| Chair roles | Pending HRC Chair, April 2025 (Board approval) |
| Independence | Independent director |
| Audit financial expert | Yes (SEC-defined) |
| 2024 Attendance | Board 5/5; Audit 5/5; HRC 4/4; Total 14 |
| Executive sessions | Held at regular Board and committee meetings |
Fixed Compensation
| Component (Director) | 2024 Amount / Terms |
|---|---|
| Annual Board retainer (member) | $305,000 |
| 2024 Director RSU grant | $210,018 FMV; 4,213 units (granted May 17, 2024; 5-day VWAP $49.85) |
| Fees in cash vs DSUs | She elected to receive all or a portion of fees in DSUs in lieu of cash |
| 2024 cash/DSUs actually received | $95,000; All other comp $431; Total $305,449 |
| Chair retainers (reference) | HRC Chair $15,000 in 2024; rising to $20,000 beginning 2025 |
2024 Director Compensation (detail):
| Category | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash/DSUs | 95,000 |
| Stock Awards (Director RSUs) | 210,018 |
| All Other Compensation | 431 |
| Total | 305,449 |
Program structure:
- Mix: 69% equity (Director RSUs), 31% cash or DSUs; independent directors do not receive performance-based compensation .
- RSU settlement: Director RSUs currently settle immediately under the Omnibus Incentive Plan; DSUs vest immediately but are redeemable only after Board service ends .
Performance Compensation
| Performance-Based Components for Directors | Details |
|---|---|
| Performance-based pay | None; independent directors do not receive performance-based compensation |
| DSU/RSU mechanics | Director RSUs settle immediately; DSUs vest immediately and are cash-settled after Board departure |
Note: OVV’s executive PSU program uses Relative TSR and ROIC metrics for management LTI; not applicable to director pay .
Other Directorships & Interlocks
| Company | Status | Notes |
|---|---|---|
| Tellurian Inc. | Prior public board | Director (2016–2020) |
| Cheniere Energy Partners, L.P. | Prior public MLP board | Director (date not disclosed) |
| Interlocks (with OVV) | None | Company practice: no interlocking directorships with other reporting issuers |
Compensation committee interlocks: No HRC member is a current/former OVV officer; no related person transactions involving HRC members .
Expertise & Qualifications
- Domain expertise: LNG and global gas marketing; energy infrastructure development; finance and strategic planning .
- Governance/financial: Audit Committee Financial Expert; governance/public company board experience .
- Education: MBA (Finance), Rice University; BA, Economics & International Affairs, James Madison University .
- Skills matrix coverage: Accounting & Finance; Financial Reporting; Governance; Human Capital; Industry; Public Policy & Government Relations; Reserves; Risk Management; CEO/Senior Officer experience .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| DSUs outstanding (12/31/2024) | 7,795 DSUs; value $315,683 |
| Director RSUs outstanding (12/31/2024) | None outstanding/unsettled (RSUs settle at grant) |
| Aggregate shares & in-the-money options beneficially owned (3/10/2025) | 23,177 |
| RSUs, PSUs and options (unvested/unearned, post 5/10/2025) | 8,393 |
| Total ownership | 31,570; <1% of outstanding shares |
| Pledging/hedging | Prohibited for directors and officers |
| Shares pledged | None for directors/officers unless otherwise noted; none indicated for Gentle |
| Director ownership guideline | 5x annual cash compensation within 5 years; all directors meet or are on track |
Governance Assessment
- Strengths enhancing investor confidence:
- Independent director with LNG and global energy markets expertise; designated Audit Committee Financial Expert; slated to chair HRC, aligning compensation governance with capital discipline and shareholder alignment .
- Strong engagement and attendance: 100% attendance in 2024; Board-wide engagement with shareholders (>67% outreach) .
- Pay alignment and safeguards: Director pay primarily equity/DSUs; hedging/pledging prohibited; robust clawback; overboarding and change-in-circumstance policies; no related person transactions reported since Jan 1, 2024 .
- Shareholder support: Say-on-pay received 96.2% support, signaling broad endorsement of compensation governance .
- Potential conflicts and mitigants:
- External executive role at HIF Global (private e-fuels) could create thematic adjacency to energy transition markets; mitigated by OVV related-party review policy and no reportable related person transactions disclosed .
- Overboarding risk mitigated by policy limiting service on public boards; CRG pre-clearance of new directorships .
- Red flags
- None identified: no Section 16(a) delinquencies for Gentle noted; no related party transactions; no pledging; full attendance .
Overall implication: Gentle’s mix of LNG/infrastructure expertise, audit and compensation governance responsibilities, full attendance, and equity-heavy director pay supports board effectiveness and alignment with shareholders. Imminent HRC chair role adds influence over executive pay design, a key lever for capital discipline and risk-managed performance alignment .