Lynn Wentworth
About Lynn Wentworth
Lynn Wentworth (66) is Lineage, Inc.’s lead independent director with service on Lineage Holdings since June 2022 and on Lineage’s board since its IPO. She is an audit committee financial expert and brings public-company CFO experience (BlueLinx) and senior finance roles at BellSouth; she also completed a climate certification in 2024. Education: BS (Babson College), Master’s in Taxation (Bentley), MBA (Georgia State) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlueLinx Holdings Inc. (NYSE: BXC) | Senior Vice President, Chief Financial Officer & Treasurer | Until 2008 | Led public-company finance; CFO credentials underpin “audit committee financial expert” status . |
| BellSouth Corporation | VP & CFO, Communications Group; VP Treasurer | 1985–2007 (CFO 2004–2007; Treasurer 2003–2004) | Large-cap telecom finance leadership; treasury and controllership experience . |
| Cincinnati Bell, Inc. (prior to acquisition) | Chair of the Board; Audit Committee Chair | Director 2008–2021; Chair since 2019 | Board leadership and audit oversight at a public telecom company . |
| CyrusOne, Inc. (prior to acquisition) | Chair of the Board; Audit Committee Chair | Director 2014–2022; Chair since 2021 | Governance leadership at a data center REIT; audit oversight . |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Graphic Packaging Holding Company (NYSE: GPK) | Director | Since Nov 2009 | Chair, Compensation & Management Development; Member, Nominating & Corporate Governance . |
| Benchmark Electronics, Inc. (NYSE: BHE) | Director | Since Jun 2021 | Chair, Audit Committee . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. Wentworth is independent under Nasdaq rules . |
| Lead Independent Director | Elected Lead Independent Director; responsibilities include presiding over executive sessions, approving agendas/schedules, acting as liaison with CEO and Co-Executive Chairmen . |
| Committee Assignments | Audit Committee member (committee is fully independent; each member—including Wentworth—is “financially literate” and qualifies as an “audit committee financial expert”) . Compensation Committee member (committee includes independent directors and Co‑Executive Chairman Adam Forste as chair) . Chair, Equity Award Committee (also independent) . |
| Meeting Attendance | Board held 2 meetings in 2024; all directors then serving attended at least 75% of board and committee meetings during their service period . |
| Executive Sessions | Independent directors meet in executive sessions typically after each regular board meeting, but at least twice per year . |
| Controlled Company | LINE is a Nasdaq “controlled company” (affiliates of Bay Grove own >50%), so the Compensation and Nominating committees are not entirely independent under allowed exemptions . |
Fixed Compensation
| Component | 2024 Structure for Eligible Non-Employee Directors | 2024 Actual for L. Wentworth |
|---|---|---|
| Annual Cash Retainer | $120,000 (paid quarterly) | $160,938 (includes retainer, committee fees, and pro‑rated Equity Award Committee service) . |
| Committee Chair Fees | Audit $30,000; Compensation $25,000; Nominating/CG $20,000; Investment $25,000; Other committees $25,000 | N/A (not a chair except Equity Award Committee, which is an “other committee”; pro‑rated in total) . |
| Committee Member Fees | Audit $15,000; Compensation $15,000; Nominating/CG $10,000; Investment $10,000; Other committees $10,000 | Included in cash total above . |
| Expense Reimbursement | Up to $30,000 annually | As incurred (policy-level disclosure) . |
Performance Compensation
| Equity Award | Terms | 2024 Grant(s) to L. Wentworth |
|---|---|---|
| RSUs (IPO-related initial grant) | Approx. $200,000 value initial RSU for eligible directors; vest on earlier of 1 year from grant or next annual meeting, subject to service | 1,810 RSUs granted upon IPO; vested in full on Apr 1, 2025, subject to service . |
| Annual RSU Awards (from 2025) | Approx. $200,000 value at each annual meeting, vesting on earlier of 1 year or next annual meeting, subject to service | To commence with 2025 annual meeting (structure disclosed) . |
Note: Director equity awards are time-vested; no performance metrics apply to director equity .
Other Directorships & Interlocks
| Company | Relationship to LINE (potential interlocks) | Note |
|---|---|---|
| Graphic Packaging (GPK) | Customer/supplier/competitor link not disclosed | No disclosed related-party transactions with Ms. Wentworth; RPTs disclosed primarily involve Bay Grove and affiliates . |
| Benchmark Electronics (BHE) | Not a known LINE competitor/supplier in cold storage | No director-specific RPTs involving Ms. Wentworth identified in proxy RPT disclosures . |
Expertise & Qualifications
- Audit committee financial expert; financially literate under Nasdaq; extensive board governance and finance experience .
- Public-company CFO (BlueLinx) and senior finance at BellSouth .
- Climate competency certification (Competent Boards, 2024) .
- Relevant skills: finance/accounting, risk management, executive leadership; as per skills matrix .
Equity Ownership
| Holder | Common Shares | Rights to Acquire (RSUs/LTIP/OP units etc.) | Total Beneficial | % Outstanding | Notes |
|---|---|---|---|---|---|
| Lynn Wentworth | 6,436 | 1,810 | 8,246 | <1% | Name appears as “Wentworkth” in table; ownership is de minimis vs float. No pledges disclosed for any director/officer; hedging/pledging prohibited by policy . |
Ownership alignment policies:
- Director ownership guideline: 5x annual cash retainer; compliance required by July 24, 2029 or 5th anniversary of appointment, whichever is later .
- Insider trading policy bans hedging/short sales, margin purchases, and pledging company stock .
Governance Assessment
-
Strengths
- Lead independent director with clear authorities; independent Audit Committee with members (including Wentworth) designated as “audit committee financial experts,” supporting robust financial oversight .
- Director equity compensation standardizes alignment via ~$200K annual RSUs; cash retainer at $120K is within REIT/large-cap norms; expense reimbursement capped .
- Attendance satisfactory (≥75% for all directors in 2024); regular executive sessions of independent directors .
- Compensation Committee retains independent consultant Pay Governance; committee reported no consultant conflicts .
-
Watch items / potential risks
- Controlled company status: Compensation and Nominating committees are not entirely independent; Compensation Committee is chaired by Co‑Executive Chairman Adam Forste. This concentration could raise pay oversight concerns despite independent membership (including Wentworth) and clawback/ownership policies in place .
- Related-party ecosystem centered on Bay Grove/affiliates (transition services, historical operating services, registration rights). While not linked to Ms. Wentworth personally, the structure warrants sustained audit oversight of RPTs and capital allocation decisions .
-
Signals for investors
- Elevation of Wentworth to lead independent director and chair of the Equity Award Committee adds independent ballast over equity grants amid post‑IPO award programs .
- Director pay is weighted to time‑vested equity, reinforcing long-term alignment; absence of performance‑conditioned director equity reduces risk-taking incentives, which is conventional for directors .
Director Compensation (Detail)
| Item | Amount/Value | Date/Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $160,938 | Includes retainer, committee member fees, and pro‑rated Equity Award Committee service . |
| Stock Awards (2024) | $150,013 | RSUs (grant-date fair value, ASC 718) . |
| RSUs Outstanding at 12/31/24 | 1,810 | Vested in full on Apr 1, 2025, subject to service . |
Related-Party Transactions & Conflicts
- No Ms. Wentworth-specific related-party transactions are identified in the proxy’s Item 404 disclosures; RPTs principally involve Bay Grove/affiliates (e.g., transition services agreement, historical operating services, registration rights) and are subject to Audit Committee oversight of related-person transactions .
- Stockholders Agreement designates certain directors by major holders (BGLH, Stonepeak, BentallGreenOak). Wentworth is among BGLH-designated nominees; while independent under Nasdaq, designation reflects sponsor influence typical of controlled companies .
Say‑on‑Pay & Shareholder Engagement
- 2025 agenda includes Say‑on‑Pay (advisory) and Say‑on‑Frequency; Board recommends “FOR” Say‑on‑Pay and “ONE YEAR” frequency. Results were pending as of the proxy date (meeting scheduled June 18, 2025) .
Compensation Committee Analysis
- Composition: Independent members (Carrafiell, Turner, Wyper, Wentworth) plus Co‑Executive Chairman Adam Forste (chair) under controlled company exemption .
- Consultant: Pay Governance retained; services included market benchmarking, peer group design, program design; no conflicts identified by committee .
- Executive comp peer group refreshed in 2024 to include large REITs (e.g., Prologis, Public Storage, Digital Realty, Equinix), evidencing focus on scale-appropriate comparators; signals potential upward market benchmarks but not directly affecting director pay .
Equity Award Committee
- Members: Lynn Wentworth (Chair), Michael Turner; fully independent; oversees equity awards and clawback actions for Section 16 insiders .
RED FLAGS
- Compensation Committee chaired by a non-independent Co‑Executive Chairman under controlled-company exemptions; continued monitoring of pay outcomes and use of discretion is warranted .
- Significant related-party arrangements with sponsor affiliates (Bay Grove) persist post‑IPO (transition services through 2027), heightening reliance on independent directors (including Wentworth) and Audit Committee processes to mitigate conflicts .
Summary Implications
Ms. Wentworth enhances board effectiveness as lead independent director, audit committee financial expert, and chair of the Equity Award Committee. Her compensation and equity stake follow standard director-alignment practices; no director-specific conflicts were disclosed. The primary governance risk resides in controlled-company exemptions (compensation committee leadership) and ongoing sponsor-linked related‑party arrangements, areas where her independent oversight is consequential .