Aura Cuellar
About Aura Cuellar
Aura Cuellar served as President of LanzaTech Global, Inc. (LNZA) since March 2024, after joining as EVP of Growth and Strategic Projects in May 2023; on August 13, 2025 the company announced she would step down, with an effective date to be determined, noting no disagreement with company policies or practices . Her background includes senior energy-transition roles at Shell in the U.S. and project leadership in the Netherlands; she holds a B.S. in Environmental and Civil Engineering (Seattle University), an MBA (Western Washington University), and completed executive programs at INSEAD and Harvard’s Women on Boards Program; she also serves as Honorary Consul to the Kingdom of The Netherlands in Houston . Company performance context during her LNZA tenure: cumulative TSR value of a $100 initial investment was $51 in 2023 and $14 in 2024; net losses were $134.10M (2023) and $137.70M (2024); Q2 2025 revenue declined to $9.1M from $17.4M in Q2 2024 and adjusted EBITDA loss widened to $(29.7)M from $(17.8)M YoY .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LanzaTech Global, Inc. | President | Mar 2024–Aug 2025 (announced) | Led growth and strategic projects; part of executive transitions toward commercial focus |
| LanzaTech Global, Inc. | EVP, Growth & Strategic Projects | May 2023–Feb 2024 | Drove growth initiatives and strategic projects at scale |
| Shell plc (U.S.) | Vice President, Energy Transition | Jul 2021–Apr 2023 | Led energy transition strategy in U.S. for multinational energy firm |
| Shell plc (Netherlands) | Head of Projects and Turnarounds | Jun 2016–Jun 2021 | Oversaw complex project and turnaround execution in Netherlands |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kingdom of The Netherlands (Houston) | Honorary Consul | Ongoing | Supports climate adaptation, resilience, sustainable mobility, and energy transition collaboration |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 213,608 | 381,608 |
| Target Bonus (% of Salary) | 50% | 50% |
| Actual Cash Bonus ($) | 271,815 | 125,000 |
| All Other Compensation ($) | 3,998 | 7,463 |
| Total ($) | 1,012,704 | 1,229,031 |
Notes:
- LNZA is a smaller reporting company and does not include a CD&A; NEOs (incl. Cuellar) are eligible for discretionary annual bonuses; no AIP cash payouts were made for 2024 per policy disclosure, although the Summary Compensation Table shows a $125,000 bonus for Cuellar .
Performance Compensation
Equity Grants and Options
| Award Type | Grant Date | Units / Options | Grant-Date Fair Value ($) | Strike ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| PSUs | 5/2/2023 | 90,000 | 123,300 | — | — | Dual conditions: price hurdle $11.50 average over any 20-day period (begin ≥151 days after Feb 8, 2023) and time-based in 3 equal annual tranches; both must be met by Feb 10, 2028; as of Dec 31, 2024, performance condition not achieved |
| RSUs | 5/2/2023 | 90,000 | 123,300 | — | — | 3 equal annual installments; first vest Mar 6, 2024 |
| RSUs | 4/5/2024 | 81,168 | 111,200 | — | — | 3 equal annual installments; first vest Mar 6, 2025 |
| Stock Options | 5/2/2023 | 38,167 exercisable; 76,336 unexercisable | 274,883 | 3.28 | 5/2/2033 | 3 equal annual installments; first installment vested Mar 6, 2024 |
| Stock Options | 4/5/2024 | 203,252 unexercisable | 463,340 | 3.10 | 4/5/2034 | 3 equal annual installments; first installment vests Mar 6, 2025 |
Annual Incentive Plan (AIP) — Cash
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Annual Cash Bonus | Not disclosed | 50% of salary target | Not disclosed | 2024: No AIP payouts per policy; table shows $125,000 bonus |
Notes:
- LNZA discloses target bonus percentages but does not disclose AIP performance metrics or weightings for NEOs; the Compensation Committee oversees incentive plan design; WTW advised through Jan 2024 .
Equity Ownership & Alignment
| Ownership Item | Value | As-of / Notes |
|---|---|---|
| Beneficial Ownership (Common) | 144,085 shares (via options exercisable within 60 days) | <1% of Common; as of Record Date (231,964,989 Common; 20,000,000 Preferred outstanding) |
| Options — Exercisable (within 60 days) | 144,085 | Counted in beneficial ownership per SEC rules |
| Options — Unexercisable | 279,588 (76,336 from 2023 grant; 203,252 from 2024 grant) | Not included in 60-day beneficial ownership |
| Unvested RSUs | 171,168 (90,000 from 2023; 81,168 from 2024) | Market values shown use $1.37 appraised share value (illustrative) |
| Unvested PSUs (price hurdle) | 90,000; performance not met as of 12/31/2024 | Hurdle: $11.50 20-day average; deadline Feb 10, 2028 |
| Hedging / Pledging | Prohibited (no hedging, short-selling, margin, borrowing, pledging, derivatives) | Policy applies to directors and employees |
| Clawback | Mandatory recoupment policy adopted Aug 2023 | Compliant with Nasdaq and SEC rules |
Alignment Takeaways:
- Skin-in-the-game primarily via options and RSUs with multi-year vesting; PSUs require a significant price hurdle ($11.50) before vesting, reducing near-term selling pressure .
- Hedging and pledging prohibitions mitigate misalignment risk; clawback policy strengthens governance .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | At-will; base salary $381,608; target bonus 50% of salary (as of 12/31/2024) |
| Severance — Qualifying Termination | Lump sum 12 months’ base salary; pro-rated annual bonus based on actual performance; up to 12 months employer portion of COBRA premiums (if elected) |
| Severance — Corporate Transaction Window | If termination without Cause or for Good Reason occurs from 30 days prior to through 24 months after a Corporate Transaction: 18 months’ base salary (24 months for CEO); pro-rated bonus; COBRA as above; full acceleration of outstanding equity under the 2023 Plan for executive officers; PSUs’ performance conditions waived; CEO receives additional option vesting per legacy plan |
| Equity Acceleration (non-CoC scenarios) | On disability or Retirement Eligible (age ≥60 and age+service ≥70): pro-rata vesting of options and RSUs; PSUs satisfy time-based component pro-rata; formulas by months elapsed over denominators in award agreements |
| Ownership Guidelines | Not disclosed |
| Non-Compete / Non-Solicit | Not disclosed |
Performance & Track Record
| Period | TSR — $100 Initial Value | Net Income (Loss) ($M) |
|---|---|---|
| 2022 | $101 | (76.36) |
| 2023 | $51 | (134.10) |
| 2024 | $14 | (137.70) |
| Metric | Q2 2024 | Q2 2025 |
|---|---|---|
| Revenue ($M) | 17.4 | 9.1 |
| Adjusted EBITDA ($M) | (17.8) | (29.7) |
Highlights and Context:
- LNZA emphasized operational execution and executive leadership transitions in 2025 to improve operating leverage and shift from R&D-centric to commercial focus, including workforce reductions and project advancements in SAF .
- Cuellar’s departure announcement (Aug 13, 2025) was explicitly stated as not due to disagreement, lowering governance red-flag risk; nonetheless, it increases retention/transition risk for growth initiatives she oversaw .
Compensation Structure Analysis
- Mix shift: 2024 compensation includes material equity components (RSUs, PSUs, options) alongside increased base salary vs 2023, indicating both retention and performance-aligned incentives; AIP is discretionary with a 50% target, but LNZA reported no AIP payouts for 2024 under its policy narrative .
- PSU design emphasizes market-based performance (stock price hurdle of $11.50 with a 20-day average), a high threshold given recent TSR levels, which tightens pay-for-performance alignment and defers vesting until significant value creation .
- No hedging/pledging, and an active clawback policy, reduce misalignment and governance risk .
- Change-in-control economics include 18-month salary and full acceleration of equity, creating potential windfall risk in M&A scenarios but are standard for senior executives; performance conditions on PSUs would be waived under CoC-related terminations within the specified window .
Equity Ownership & Alignment (Detail)
| Category | Vested / Exercisable | Unvested / Unexercisable | Key Terms |
|---|---|---|---|
| Options (5/2/2023) | 38,167 | 76,336 | Strike $3.28; 10-year term to 5/2/2033; vest 3 annual tranches (first Mar 6, 2024) |
| Options (4/5/2024) | — | 203,252 | Strike $3.10; 10-year term to 4/5/2034; vest 3 annual tranches (first Mar 6, 2025) |
| RSUs (5/2/2023) | — | 90,000 | 3 annual tranches; first vested Mar 6, 2024 |
| RSUs (4/5/2024) | — | 81,168 | 3 annual tranches; first vests Mar 6, 2025 |
| PSUs (5/2/2023) | — | 90,000 | $11.50 20-day average price hurdle + time-based; deadline Feb 10, 2028 |
Policy Safeguards:
- No hedging/shorting/margin/pledging; prohibits derivative transactions in company securities .
- Executive compensation recovery (clawback) policy adopted Aug 2023 .
Employment Terms
| Term | Detail |
|---|---|
| Base / Bonus | Base $381,608; Bonus target 50% of salary (as of 12/31/2024) |
| Severance (Qualifying Termination) | 12 months’ base salary + pro-rated actual AIP bonus + up to 12 months employer COBRA portion (if elected) |
| Severance (Corporate Transaction Window) | 18 months’ base salary; full acceleration of equity awards under 2023 Plan; PSUs’ performance conditions waived |
| Equity Acceleration — Disability/Retirement Eligible | Pro-rata vesting of options, RSUs; pro-rata satisfaction of PSUs’ time-based component |
| Discretionary AIP | NEO eligibility per bonus policy; no 2024 AIP payouts per policy narrative |
Investment Implications
- Retention and transition risk: Cuellar’s announced departure (effective date TBD) removes a growth-focused executive amid LNZA’s strategic shift to commercial scaling; monitor succession and project continuity risk through subsequent filings and calls .
- Selling pressure: Near-term selling pressure likely limited by PSU price hurdle ($11.50) not achieved as of 12/31/2024; RSU tranches (especially 2024 grant) begin vesting Mar 6, 2025 and may add modest supply, while options require higher exercise strikes ($3.10–$3.28) .
- Alignment: Equity-heavy mix with stringent price-based PSUs and clawback/anti-hedging policies supports pay-for-performance and governance quality; change-of-control acceleration could create event-driven compensation sensitivity .
- Performance backdrop: Weak TSR and widening adjusted EBITDA losses underscore execution risk; continued emphasis on cost efficiency and SAF commercialization is critical to achieving PSU hurdles and improving investor confidence .
Key watch items: successor leadership disclosures, updated equity grants/forfeitures post-departure, any 8-K 5.02 on compensatory arrangements, and annual proxy updates to performance metrics and peer benchmarking .