Dorri McWhorter
About Dorri McWhorter
Dorri McWhorter (age 51) is an independent Class III director of LanzaTech Global, Inc. (LNZA) serving since 2023. She is Chair of the Audit Committee, a former licensed CPA, and qualifies as an “audit committee financial expert”; she sits on the Financial Accounting Standards Advisory Council and holds a BBA (University of Wisconsin–Madison) and MBA (Kellogg/Northwestern) . The Board has affirmatively determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YMCA of Metropolitan Chicago | President & CEO | 2021–2025 | Non-profit leadership; civic network; enterprise oversight |
| YWCA Metropolitan Chicago | Chief Executive Officer | 2013–2021 | Led transformation and growth initiatives |
| Crowe LLP (formerly Crowe Horwath) | Partner | Prior to 2011 | Audit/assurance expertise |
| Snap-on Incorporated | Senior positions | Prior | Corporate finance/operations roles |
| Booz Allen Hamilton | Senior positions | Prior | Consulting; strategic initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lifeway Foods, Inc. (public) | Director | Since 2020 | Food & beverage; no disclosed related-party ties to LNZA |
| William Blair Funds | Director | Current | Registered funds board service |
| NexPoint Capital | Director | Current | Listed in 2025 proxy; investment vehicle |
| Skyway Concession Company | Director | Current | Infrastructure; board service |
Board Governance
- Independence: Board determined McWhorter is independent; independent directors hold regular executive sessions .
- Committee assignments (2024 structure): Audit Committee (Chair), Nominating & Governance Committee (Member); not on Compensation Committee .
- Meeting cadence (2024): Audit (8), Compensation (4), Nominating & Governance (5) . Board met 10 times in 2024; each director attended at least 75% of Board and committee meetings on which they served .
- Audit Committee remit: auditor selection and independence, audit scope/results, whistleblower procedures, internal controls, review of material related-party transactions, pre-approval of audit/non-audit services .
- Lead Independent Director: Jim Messina; defined responsibilities for executive sessions and liaison roles .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Non-employee director plan |
| Audit Committee member fee | $10,000 | Member fee |
| Audit Committee chair fee | $10,000 | Chair premium |
| Nominating & Governance Committee member fee | $5,000 | Member fee |
| Total cash fees (McWhorter) | $85,000 | Sum of above; matches director comp table |
| Annual RSU grant (grant-date fair value) | $100,648 | Time-vested RSUs; valued per ASC 718 |
| Total director compensation (FY2024) | $185,648 | Cash + RSUs |
| Unvested director RSUs as of 12/31/2024 | 32,467 | Directors including McWhorter |
Notes:
- Annual director RSUs are determined using the 5-day VWAP as of April 4, 2024; time-vested .
Performance Compensation
| Item | Disclosure | Detail |
|---|---|---|
| Performance-based equity for directors | Not disclosed | Director equity is time-vested RSUs; no performance metrics disclosed |
| RSU vesting mechanics (directors) | Disclosed as time-vested | Annual RSUs; grant-date based on 5-day VWAP; time-based vesting (no performance hurdles stated) |
Other Directorships & Interlocks
| Company | Relationship to LNZA | Potential Interlock/Conflict Indicator |
|---|---|---|
| Lifeway Foods, Inc. | No disclosed transactions with LNZA | None disclosed in “Certain Relationships and Related Party Transactions” section |
| William Blair Funds | No disclosed transactions with LNZA | None disclosed |
| NexPoint Capital | No disclosed transactions with LNZA | None disclosed |
| Skyway Concession Company | No disclosed transactions with LNZA | None disclosed |
Expertise & Qualifications
- Former licensed CPA; qualifies as “audit committee financial expert” (SEC definition) and is financially sophisticated under Nasdaq rules .
- FASAC member; extensive executive leadership and professional services background; degrees in business and MBA from Kellogg .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Common shares) | 52,467 | Less than 1% of outstanding |
| Ownership %, Common | <1% | Based on 231,964,989 Common shares outstanding |
| Unvested RSUs (as of 12/31/2024) | 32,467 | Director awards unvested |
| Hedging policy | Prohibited | Company policy prohibits hedging and short-selling by directors |
| Pledging/margin policy | Prohibited | Directors prohibited from pledging or borrowing against accounts holding company securities |
| Derivatives policy | Prohibited | Directors prohibited from derivative transactions in LNZA securities |
Governance Assessment
- Strengths: Independent director; Audit Chair with financial expertise and oversight of related-party transactions and cybersecurity reporting; strong anti-hedging/anti-pledging policies; compensation mix emphasizes equity alignment via RSUs .
- Engagement: Committee workload (Audit 8; Nom/Gov 5) and Board participation ≥75% meet standard expectations; Audit Committee report signed by McWhorter as Chair underscores active oversight of auditor independence and inclusion of audited financials in 10-K .
- Potential red flags: The proxy discloses late Section 16 Form 4 filings for several directors, including McWhorter, associated with RSU vesting on February 8, 2024—an administrative compliance lapse to monitor .
- Conflicts/related-party exposure: No related-party transactions involving McWhorter are disclosed; LNZA maintains a formal related-party transactions policy with Audit Committee approval requirements .