Chad Thompson
About Chad Thompson
Chad Thompson, age 55, serves as Chief People Officer (CPO) at LanzaTech Global, Inc. (LNZA). He has held the CPO role since October 2022 (Legacy LanzaTech) and continued post–Business Combination, overseeing the company’s global people strategy. Thompson spent 24 years in human resources leadership at Chevron. He holds a BSc in Management from the University of the West Indies, Barbados, and an MA in Organizational Management from Fielding Institute (Santa Barbara, CA) . The company provides pay-versus-performance disclosures, including cumulative TSR and relationships to “compensation actually paid,” for 2022–2024, illustrating alignment considerations at the corporate level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chevron | Human resources leadership positions | 24 years | Enterprise HR leadership across a multinational energy corporation |
| Legacy LanzaTech (pre–Business Combination) | Chief People Officer | Oct 2022–Feb 2023 | Led global people strategy to support company growth |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
Base Salary History
| Effective Date | Base Salary ($) | Context |
|---|---|---|
| Feb 8, 2023 | 300,000 | Salary level immediately following Business Combination per NEO base salary table |
| Aug 2023 | 305,000 | Promotion to CPO; salary increase from $300,000 to $305,000 |
Annual Incentive Plan (AIP) — 2023
| Year | Target Bonus (% of Salary) | Actual Bonus Paid ($) |
|---|---|---|
| 2023 | 50% | 180,500 |
2023 Summary Compensation (NEO)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | 302,971 | 180,500 | 600,554 | 437,836 | 5,467 | 1,527,328 |
Notes:
- “All Other Compensation” reflects 401(k) matching and employer-paid group term life premiums .
- AIP bonuses are based on a holistic review of financial and operational performance; preset metric weightings are not disclosed .
Performance Compensation
Annual Incentive Plan (AIP) Mechanics
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Holistic corporate and individual performance | Not disclosed | 50% of salary (2023) | $180,500 (2023) | Paid | N/A (cash) |
Equity Awards Detail
| Award Type | Grant Date | Units | Strike Price | Vesting Schedule | Term/Performance Conditions | Status (as disclosed) |
|---|---|---|---|---|---|---|
| Stock Options | Jan 27, 2023 | 43,746 | $9.97 | Terms per option grant; vesting not separately specified here | One-time pre–Business Combination option award; expressed as target value converted to units | Granted |
| RSUs | May 2, 2023 | 75,000 | N/A | 3 equal annual installments; first vest Mar 6, 2024 | Time-based vesting; no performance condition | Granted |
| Stock Options | May 2, 2023 | 57,251 | Closing price on grant date (company states strike equals grant date close) | 3 equal annual installments; first vest Mar 6, 2024 | 10-year term | Granted |
| PSUs (Promotion Award) | Aug 22, 2023 | Not disclosed (converted by dividing target value by $6.53) | N/A | 3 equal annual installments; first vest Aug 22, 2024 (time condition) | Performance condition: 20-day average close ≥ $11.50; both time and performance conditions must be met by Feb 10, 2028 | As of Dec 31, 2023, performance condition not achieved |
Additional program context:
- Company-wide LTI awards in 2024 (for NEOs) used stock options and RSUs, vesting in three equal installments with first vest on March 6, 2025; options have a 10-year term. While Chad was not a 2024 NEO, this reflects prevailing LTI design .
Equity Ownership & Alignment
| As-of Date / Policy | Beneficial Ownership | % of Shares Outstanding | Pledging/Hedging |
|---|---|---|---|
| Record Date (2024 DEF 14A) | 47,607 shares | Less than 1% | Company prohibits hedging, short-selling, margin purchases, borrowing against accounts holding company stock, and pledging equity as collateral |
Notes:
- 2025 DEF 14A beneficial ownership table lists directors and NEOs as of the 2025 record date; Chad Thompson is not a 2024 NEO and is not itemized there; 2024 DEF 14A provides his last disclosed beneficial ownership .
- We attempted to retrieve current Form 4 insider transactions for “Chad Thompson” to assess selling pressure but encountered an API authentication error (401) with the insider-trades skill, so more recent trade data could not be included in this report.
Employment Terms
Employment Agreements & AIP
- Employment Agreements cover NEOs; AIP cash bonuses determined under company policy; 2024 NEOs had explicit targets (CEO 100%, GC 60%, President 50%) and no cash bonus payouts were made for fiscal 2024 to NEOs; Chad’s 2023 AIP target was 50% of salary .
Severance and Change-of-Control Economics
| Scenario | Cash Severance | Bonus Treatment | COBRA Coverage | Equity Vesting |
|---|---|---|---|---|
| Termination without Cause or resignation for Good Reason | Lump sum = 12 months base salary | Pro-rated annual bonus for year of termination, based on actual performance | Up to 12 months employer portion (18 months for CEO) | Pro-rata vesting for certain awards upon disability or retirement eligibility; see detailed pro-rata formulas for PSUs/options/RSUs |
| During window beginning 30 days prior to and ending 24 months after Corporate Transaction | Lump sum = 18 months base salary (24 months for CEO) | Pro-rated annual bonus as above | Up to 12 months employer portion (18 months for CEO) | All outstanding equity awards under the 2023 Plan vest in full (performance conditions on PSUs waived); CEO has additional option vesting on pre-Closing options |
Clawback
- Adopted August 2023; mandatory recoupment of erroneously awarded incentive-based compensation upon an accounting restatement due to material noncompliance or legal violations; compliant with Nasdaq and SEC rules .
Insider Trading & Pledging Policy
- Prohibits hedging, short-selling, margin purchases, borrowing against accounts holding LNZA stock, pledging LNZA securities as collateral, and derivative transactions .
Investment Implications
- Alignment and retention: Thompson’s pay mix includes meaningful equity (RSUs, options, and promotion PSUs), with multi-year vesting and performance hurdles (PSUs at $11.50 20-day average by 2028). If stock performance remains below PSU thresholds, PSU realizable value is at risk, potentially heightening retention pressure while strengthening performance alignment .
- Ownership skin-in-the-game: Disclosed beneficial ownership was 47,607 shares as of the 2024 record date (<1%), supplemented by multiple equity awards. Pledging is explicitly prohibited, reducing alignment risk from collateralization .
- Downside protection and exit economics: Severance plan provides 12 months cash severance (18 months in CoC window) plus COBRA and pro-rated bonus; equity accelerates in change-of-control scenarios (PSU performance waived), which can dilute pay-for-performance stringency in transactional outcomes but improves retention and executive certainty around strategic events .
- Governance: The Compensation Committee’s responsibilities are robust; WTW previously advised on pay and plan design with independence measures; engagement ended January 2024. A defined peer group was refreshed for 2024, balancing industry relevance and business events, supporting market-based pay calibration .