Jennifer Holmgren
About Jennifer Holmgren
Jennifer Holmgren, Ph.D., is LanzaTech’s Chief Executive Officer and Chair of the Board, roles she has held since 2010. She is 64 years old, a member of the National Academy of Engineering, and holds a B.Sc. (Harvey Mudd), Ph.D. (University of Illinois Urbana-Champaign), MBA (University of Chicago), and an honorary doctorate (TU Delft) . In LNZA’s pay-versus-performance disclosures, management ties “compensation actually paid” to Revenue and Adjusted EBITDA, and references cumulative TSR comparisons, indicating the key metrics used to evaluate performance against pay outcomes . Prior to LanzaTech, she led Honeywell UOP’s Renewable Energy and Chemicals unit (1987–2010), and has authored/co-authored 50 U.S. patents and 30+ scientific publications .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LanzaTech Global, Inc. | Chief Executive Officer and Chair of the Board | 2010–present | Led commercialization of fuels/chemicals technologies; long-tenured founder-CEO leadership . |
| UOP LLC (Honeywell) | VP & GM, Renewable Energy & Chemicals; various technical/commercial roles | 1987–2010 | Built renewables/chemicals business; extensive industry domain leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S.-India Strategic Partnership Forum | Director | Current | Policy and cross-border industrial collaboration . |
| Princeton Andlinger Center for Energy & Environment | Advisory Council | Current | Academic/industry advisory on energy transition . |
| National Academies' Board on Energy & Environmental Systems | Advisory/Board Member | Current | National-level energy systems oversight and guidance . |
| Pacific Northwest National Laboratory | Advisory Council | Current | National lab advisory; technology development insight . |
| Halliburton Labs | Advisory Board | Current | Scaling industrial/climate tech ventures . |
| Universiti Teknologi PETRONAS | International Advisory Council | Current | Global energy/technology advisory . |
| The Engine (MIT) | Founder Advisory | Current | Deep-tech commercialization and early-stage investing . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 733,846 | 771,923 |
| Target Bonus % (per employment agreement) | 100% of base (initial target) | 100% of base (initial target) |
| Actual Cash Bonus ($) | 150,000 | 0 |
| All Other Compensation ($) | 7,704 | 9,333 |
| Total ($) | 8,861,397 | 5,071,031 |
Notes:
- LNZA is a smaller reporting company and uses scaled executive compensation disclosure .
Performance Compensation
Short-Term Incentive (AIP)
| Year | Metric Framework | Target | Actual Payout | Comments |
|---|---|---|---|---|
| 2023 | Revenue, Adjusted EBITDA, Safety, Process competitiveness | $750,000 (AIP target referenced in grants table) | $150,000 | No preset maximum % of target in 2023 AIP . |
| 2024 | Pay-vs-Performance disclosures emphasize Revenue and Adjusted EBITDA | Not disclosed | $0 | Indicates below-threshold outcomes or committee discretion (not specified). |
Long-Term Incentives (Equity)
| Award Type | Grant Date | Shares/Units | Grant-Date FV ($) | Vesting Terms | Performance Conditions | Expiration |
|---|---|---|---|---|---|---|
| Stock Options | 5/2/2023 | 1,145,038 | 2,748,847 | 3 equal annual installments; first on 3/6/2024 | N/A | 5/2/2033 |
| RSUs | 5/2/2023 | 300,000 | 1,035,000 | 3 equal annual installments; first on 3/6/2024 | N/A | N/A |
| PSUs | 5/2/2023 | 2,600,000 (target) | 4,186,000 | Time-based: 3 equal annual installments; first on 2/10/2024 | Stock price 20-day avg ≥ $11.50, window starts 151 days after 2/8/2023; must be achieved by 2/10/2028; not achieved as of 12/31/2024 | N/A |
| Stock Options | 4/5/2024 | 1,219,512 (unexercisable as of 12/31/2024) | 2,780,037 (2024 option FV) | 3 equal annual installments; first on 3/6/2025 | N/A | 4/5/2034 |
| RSUs | 4/5/2024 | 487,012 (unvested at 12/31/2024) | 1,509,737 (2024 stock award FV) | 3 equal annual installments; first on 3/6/2025 | N/A | N/A |
Additional outstanding legacy options:
- Options: 984,302 @ $1.38 (exp. 9/20/2027); 844,794 exercisable/211,199 unexercisable @ $1.07 (exp. 6/26/2030) .
Vesting pressure/near-term supply:
- 2023 RSUs: second/third tranches vest on 3/6/2025 and 3/6/2026; 200,000 RSUs remained unvested as of 12/31/2024 .
- 2024 RSUs: first vest on 3/6/2025; 487,012 unvested at 12/31/2024 .
- 2023/2024 options: tranche vests annually (3/6/2025; 3/6/2026) .
Clawback and risk alignment:
- Executive compensation recovery policy adopted August 2023 (compliant with Nasdaq/SEC) .
- Hedging, short-selling, margin purchases, derivative transactions, and pledging/borrowing against LNZA stock are prohibited for directors and employees .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 6,364,161 common shares (2.7% of common) as of May 20, 2025 . |
| Ownership Breakdown | 3,154,003 common shares + 2,908,844 options exercisable within 60 days of 5/20/2025 . |
| Options/Equity Outstanding (Unexercised/Unvested) | Options blocks at $1.38 (2017), $1.07 (2020), $3.28 (2023), $3.10 (2024), with expirations 2027–2034 . Unvested RSUs: 200,000 (5/2/2023) and 487,012 (4/5/2024). PSUs: 2,600,000 (price hurdle unmet at 12/31/2024) . |
| Ownership Guidelines | Not disclosed. |
| Hedging/Pledging | Prohibited (hedging, short-selling, pledging/margin, derivatives) . |
Employment Terms
| Term | Key Economics |
|---|---|
| Employment Agreement (Dec 20, 2022; effective at de-SPAC closing) | Base salary $750,000; initial target annual bonus 100% of base; initial equity: RSUs $1.5m + options $1.5m; additional one-time RSU award $13m with dual vesting: time (3 years) + stock price hurdle ($11.50 20-day average within 5 years) . |
| Severance (current Severance Plan) | Qualifying Termination: 12 months base salary generally, but Dr. Holmgren receives 18 months; Corporate Transaction Termination: 18 months generally, but Dr. Holmgren receives 24 months; pro-rated actual annual bonus for year of termination; COBRA premium employer-contribution portion up to 18 months for Dr. Holmgren . |
| Change-in-Control (per 2022 agreement) | If terminated without Cause/for Good Reason 30 days before to 24 months after a Corporate Transaction: 24 months base salary, pro-rated bonus, 18 months COBRA; plus 50% of options outstanding as of Closing vest immediately . |
| Clawback | Mandatory recovery policy compliant with Nasdaq/SEC adopted Aug 2023 . |
| Non-Compete / Non-Solicit | Not disclosed in retrieved excerpts. |
Board Governance
- Role/Status: CEO and Chair of the Board (dual role) since 2010; not independent .
- Lead Independent Director: Jim Messina; responsibilities include presiding over executive sessions, calling special meetings, liaison functions, and committee/leadership input .
- Board Independence: Directors identified as independent include Nigel Gormly, Barbara Byrne, Jim Messina, Dorri McWhorter, and Gary Rieschel .
- Board Structure and Attendance: Classified board (three classes); in 2024, 10 board meetings; each director attended ≥75% of board and committee meetings .
- Committee Composition (example): Compensation Committee members are Barbara Byrne, Jim Messina, Thierry Pilenko, Gary Rieschel (chair) — all independent; Rieschel stepping down at 2025 annual meeting .
- Director Compensation (non-employee): Annual cash $60,000 plus RSUs worth $100,000; lead independent director +$30,000; Audit/Comp/N&G membership +$10,000/$7,500/$5,000; committee chairs +$10,000/$7,500/$5,000; employee directors receive no additional compensation .
- Board Service History: She is a Class I Director with term expiring in 2027 .
Director Compensation (reference for dual-role context)
| Director | 2024 Cash Fees ($) | 2024 Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jim Messina (Lead Independent) | 107,500 | 100,648 | 208,148 |
| Dorri McWhorter | 85,000 | 100,648 | 185,648 |
| Barbara Byrne | 77,500 | 100,648 | 178,148 |
| Nigel Gormly | 75,000 | 100,648 | 175,648 |
| Gary Rieschel | 75,000 | 100,648 | 175,648 |
| Nimesh Patel (resigned Apr 25, 2024) | 15,000 | — | 15,000 |
Employee directors (including Dr. Holmgren) receive no board pay beyond executive compensation .
Performance & Track Record
- Recognitions: Member, National Academy of Engineering; named to Time Climate 100 (2023), reflecting industry recognition in energy/fuels innovation .
- Pay-vs-Performance linkages: LNZA identifies Revenue and Adjusted EBITDA as primary measures, and presents CAP vs TSR/Net Income relationships; this positions AIP and long-term design around growth/profitability milestones .
- Value Creation Mechanisms in LTI: Price-hurdle PSUs require a sustained stock performance threshold ($11.50 twenty-day average) within a specified window; as of 12/31/2024, the hurdle was not met, reducing realizable pay vs grant date values .
Compensation Structure Analysis
- Mix and Direction YoY: CEO total reported compensation declined from $8.86m (2023) to $5.07m (2024), driven by lower RSU/PSU grant values ($5.221m → $1.510m) while option grant values were similar to slightly higher ($2.749m → $2.780m); no 2024 cash bonus was paid .
- Risk-Alignment: Prohibition on hedging/pledging and adoption of a compliant clawback policy are shareholder-friendly .
- Performance Rigor: PSU vesting requires material stock appreciation and time-based service; not achieved by YE 2024, signaling stringent hurdles relative to market performance .
- Short-Term Plan: 2023 AIP metrics included Revenue and Adjusted EBITDA alongside safety/process competitiveness; actual payout to CEO was $150k (below target), consistent with outcome alignment .
Employment & Contracts (Retention Risk)
- Enhanced Severance Multiples: Dr. Holmgren’s severance provides 18 months base salary for qualifying termination, and 24 months upon qualifying termination around a corporate transaction, plus pro-rated actual AIP and extended COBRA subsidy, which may mitigate retention risk amid strategic transactions .
- CIC Equity Treatment: 50% of options outstanding as of Closing vest upon qualifying CIC termination under the 2022 agreement, increasing certainty of realizable value in change-of-control scenarios .
Board-Service Specifics for Dr. Holmgren
- Class/Term: Class I Director; nominated to serve through 2027 annual meeting cycle .
- Committee Roles: As CEO/Chair, not listed on the Compensation Committee; committees (e.g., Compensation) are comprised of independent directors (e.g., Byrne, Messina, Pilenko, Rieschel) .
- Independence/Counterbalance: Board maintains a Lead Independent Director (Jim Messina) with robust responsibilities to ensure independent oversight in light of CEO/Chair duality .
- Attendance: Board held 10 meetings in 2024; all directors met at least 75% attendance thresholds .
Key Data Tables
Summary Compensation (CEO)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | 733,846 | 771,923 |
| Bonus ($) | 150,000 | — |
| Stock Awards ($) | 5,221,000 | 1,509,737 |
| Option Awards ($) | 2,748,847 | 2,780,037 |
| All Other Comp ($) | 7,704 | 9,333 |
| Total ($) | 8,861,397 | 5,071,031 |
Outstanding Equity (as of 12/31/2024)
| Award | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | Unvested RSUs (#) | Unvested PSUs (#) |
|---|---|---|---|---|---|---|---|
| Options | 9/20/2017 | 984,302 | — | $1.38 | 9/20/2027 | — | — |
| Options | 6/26/2020 | 844,794 | 211,199 | $1.07 | 6/26/2030 | — | — |
| Options | 5/2/2023 | 381,679 | 763,359 | $3.28 | 5/2/2033 | — | — |
| Options | 4/5/2024 | — | 1,219,512 | $3.10 | 4/5/2034 | — | — |
| RSUs | 5/2/2023 | — | — | — | — | 200,000 | — |
| RSUs | 4/5/2024 | — | — | — | — | 487,012 | — |
| PSUs | 5/2/2023 | — | — | — | — | — | 2,600,000 (price hurdle unmet at 12/31/2024) |
Beneficial Ownership (as of April/May 2025)
| Holder | Shares Beneficially Owned | % of Common |
|---|---|---|
| Jennifer Holmgren, Ph.D. | 6,364,161 (3,154,003 shares + 2,908,844 options exercisable w/in 60 days) | 2.7% |
Investment Implications
- Alignment: Prohibition on hedging/pledging and adoption of a robust clawback policy enhance shareholder alignment and reduce governance risk .
- Realizable vs Reported Pay: Stringent PSU price hurdles have not been met as of YE 2024, compressing realizable value and indicating performance sensitivity of equity awards .
- Supply Overhang Watch: Scheduled RSU/option vesting in March 2025 and March 2026 (notably 487,012 RSUs from 2024 grant and annual option tranches) could contribute to periodic insider selling availability; monitor Form 4s around vest dates for flow-of-funds signals .
- Retention and Transaction Readiness: Elevated severance protections (18–24 months base, pro-rated bonus, extended COBRA) around corporate transactions reduce executive flight risk during strategic pivots but increase change-in-control costs for equity holders .
- Governance Mitigations for Dual Role: The CEO/Chair structure is counterbalanced by a documented Lead Independent Director framework and independent committee composition, partially alleviating independence concerns .
Overall, pay design shows credible performance linkage (AIP metrics; PSU price-hurdle), governance guardrails (clawback; hedging/pledging ban), and scheduled vesting that may create episodic liquidity. Investors should track PSU hurdle progress, near-term vesting calendars, and any change-in-control developments as catalysts for compensation realization and potential trading dynamics .