Barbara Byrne
About Barbara Byrne
Barbara Byrne, age 70, is an independent director of LanzaTech Global (LNZA) who has served on the Board since 2023. She is the former Vice Chairman, Investment Banking at Barclays PLC (through 2018) with 35+ years in financial services, and holds a B.A. in Economics from Mount Holyoke College. Byrne also serves as a director of Paramount Global (since 2018) and as a director of Carta. She is nominated for re‑election as a Class II director at the 2025 annual meeting for a term through 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barclays PLC | Vice Chairman, Investment Banking | Through 2018; 35+ years in financial services | Led major multinational client relationships and marquee transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Paramount Global | Director | Since 2018 | Public company board service |
| Carta | Director | Not disclosed | Private company board service |
Board Governance
- Independence: The Board determined Byrne is independent under Nasdaq standards. Independent directors hold regular executive sessions.
- Committee assignments (2024):
- Audit Committee – Member; 8 meetings held in 2024. Byrne is “financially sophisticated” and qualifies as an “audit committee financial expert.” Dorri McWhorter serves as chair.
- Compensation Committee – Member; 4 meetings held in 2024. Gary Rieschel serves as chair (stepping down at annual meeting).
- Nominating & Governance Committee – Not a member; 5 meetings held in 2024. Jim Messina serves as chair.
- Board leadership and attendance: 10 Board meetings in 2024; each director attended at least 75% of Board and relevant committee meetings. Jim Messina serves as Lead Independent Director.
| Committee | Byrne Role | 2024 Meetings Held |
|---|---|---|
| Audit | Member | 8 |
| Compensation | Member | 4 |
| Nominating & Governance | Not a member | 5 |
Fixed Compensation
- Non‑employee director compensation framework (2024):
- Annual cash retainer $60,000; annual time‑vested RSUs targeted at $100,000 (valued using 5‑day VWAP as of Apr 4, 2024, the grant date).
- Additional cash: Lead Independent Director $30,000; Committee member fees—Audit $10,000, Compensation $7,500, Nominating & Governance $5,000; Committee chairs receive an additional equal amount to member fee.
| Metric | FY 2024 |
|---|---|
| Cash Fees ($) | 77,500 (base plus Audit and Compensation member fees) |
| Stock Awards – RSUs Grant Date Fair Value ($) | 100,648 |
| Total Director Compensation ($) | 178,148 |
Performance Compensation
- Equity type and structure: Non‑employee director equity is time‑vested RSUs (not performance‑based); 2024 grants based on 5‑day VWAP as of Apr 4, 2024.
| Equity Metric | Detail |
|---|---|
| Grant date | April 4, 2024 |
| Award type | Time‑vested RSUs (no performance metrics) |
| Grant date fair value (2024) | $100,648 |
| Unvested RSUs as of 12/31/2024 | 32,467 |
| Vesting schedule | Time‑based; specific dates not disclosed in excerpt |
Note: No director performance metrics (e.g., TSR, EBITDA) apply to Byrne’s director equity based on the described plan; awards are time‑vested RSUs.
Other Directorships & Interlocks
| Company | Relationship to LNZA | Interlock/Conflict Notes |
|---|---|---|
| Paramount Global (public) | None indicated in LNZA proxy | Byrne is a director; no LNZA‑Paramount related‑party dealings disclosed in provided excerpts. |
| Carta (private) | None indicated in LNZA proxy | Byrne is a director. |
- Related‑party transaction oversight: Audit Committee reviews material related‑party transactions; Company maintains a written policy requiring Audit Committee review of transactions >$120,000 with related persons.
Expertise & Qualifications
- Financial expertise: Former Vice Chairman of Investment Banking at Barclays; designated “audit committee financial expert.”
- Capital markets/M&A leadership with multinational clients and marquee transactions.
- Education: B.A. in Economics, Mount Holyoke College.
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 52,467 | Less than 1% of Common Stock as of Record Date. Base: 231,964,989 Common shares outstanding. |
| Preferred shares beneficially owned | – | None disclosed. |
| Unvested RSUs (12/31/2024) | 32,467 | From 2024 director grant. |
| Hedging/pledging | Prohibited | Company policy prohibits hedging, short‑selling, margin purchases, borrowing against accounts holding Company equity, pledging, and derivatives. |
Insider Trades and Compliance
| Date/Period | Event | Note |
|---|---|---|
| Feb 8, 2024 | RSU vesting | Form 4 reporting was not timely for Byrne (and certain other directors). |
Governance Assessment
-
Positives
- Independent director with deep capital markets experience; designated audit committee financial expert—enhances financial oversight quality.
- Active committee roles on Audit and Compensation align with her finance background; cash fee structure indicates engagement consistent with assignments (cash fees total equals base plus committee member fees).
- Director equity in time‑vested RSUs aligns interests with shareholders; hedging/pledging prohibitions reinforce alignment.
-
Risks / Red Flags
- Section 16(a) reporting timeliness: Byrne had a late Form 4 related to Feb 8, 2024 RSU vesting, a minor compliance lapse to monitor.
- Ownership alignment is modest (52,467 shares; <1%), though annual RSUs contribute to ongoing alignment.
-
Attendance and engagement
- Board held 10 meetings in 2024; every director met the ≥75% attendance threshold; Audit (8) and Compensation (4) meetings support regular committee oversight cadence.
-
Compensation quality
- Director pay mix is balanced: fixed cash retainer plus equity (time‑vested RSUs); no option awards or performance metric gaming risk observed in director program.