Jill Frizzley
About Jill Frizzley
Independent Class III director at LanzaTech Global (LNZA); appointed March 20, 2025; term expires at the 2026 annual meeting. She is President of Wildrose Partners LLC (governance advisory) since June 2019; previously Counsel at Weil, Gotshal & Manges LLP (2016–May 2019). Education: B.Sc., University of Alberta; LLB, University of Toronto Faculty of Law. Age 49. The Board has affirmatively determined she is independent under Nasdaq standards. She currently serves on LNZA’s Strategic Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wildrose Partners LLC | President | Jun 2019–present | Governance and related advisory services to corporations |
| Weil, Gotshal & Manges LLP | Counsel | 2016–May 2019 | Business finance & restructuring focus |
| Shearman & Sterling LLP | Business Finance Group (Attorney) | 2000–2016 | Corporate finance/restructuring practice |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Akoustis Technologies, Inc. (AKTS) | Independent Director | Appointed Aug 7, 2024–present | Appointed to Audit and Compensation Committees; Independent Director Agreement with $30,000 per month cash fee in lieu of standard director program |
| Proterra Inc. | Former Director (past 5 yrs) | Not disclosed | Disclosed as prior board in last five years |
| iMedia Brands, Inc. | Former Director (past 5 yrs) | Not disclosed | Disclosed as prior board in last five years |
| Invitae Corporation | Former Director (past 5 yrs) | Not disclosed | Disclosed as prior board in last five years |
| Virgin Orbit Holdings, Inc. | Former Director (past 5 yrs) | Not disclosed | Disclosed as prior board in last five years |
| Surgalign Holdings, Inc. | Former Director (past 5 yrs) | Not disclosed | Disclosed as prior board in last five years |
| Avaya Holdings Corporation | Former Director (past 5 yrs) | Not disclosed | Disclosed as prior board in last five years |
| Hudson Technologies, Inc. | Former Director (past 5 yrs) | Not disclosed | Disclosed as prior board in last five years |
| Vivus, Inc. | Former Director (past 5 yrs) | Not disclosed | Disclosed as prior board in last five years |
Board Governance
- Committee assignments at LNZA: Strategic Committee member; not on Audit, Compensation, or Nominating & Governance.
- Independence: Board determined Ms. Frizzley is independent; LNZA states majority independent and holds executive sessions of independents.
- Board structure and leadership: Classified board (three classes); Jim Messina is Lead Independent Director with defined responsibilities.
- Attendance culture: In 2024 the Board held 10 meetings and each director met at least 75% attendance; Ms. Frizzley joined in 2025.
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| LNZA Engagement Agreement (Director) | $40,000 per month cash retainer, payable in advance monthly | |
| Per diem for extra-board activities | $7,500 per diem for meetings/activities outside normal Board duties | |
| Independence/related party review | No related-party transactions under Item 404(a); Board affirmed independence |
Standard LNZA non-employee director framework (context, 2024): $60,000 annual cash retainer; $100,000 in time-vested RSUs; committee membership fees: Audit $10,000, Compensation $7,500, Nominating & Governance $5,000; committee chair premiums: Audit $10,000, Compensation $7,500, Nominating & Governance $5,000; Lead Independent Director additional $30,000. Ms. Frizzley was not on the Board in 2024 and was not included in that year’s director comp table.
Performance Compensation
- LNZA’s director equity is time-based RSUs under the standard plan; no performance metrics are disclosed for director awards. Ms. Frizzley’s Engagement Agreement does not disclose equity grants; no RSUs/options for her are disclosed to date.
Other Directorships & Interlocks
- Current public board: Akoustis (AKTS) with Audit and Compensation Committee seats; no AKTS–LNZA related-party transactions disclosed in her AKTS appointment.
- LNZA confirms no related-party transactions requiring disclosure for her appointment at LNZA.
Expertise & Qualifications
- Governance and restructuring specialist with experience advising boards during “transformative moments” (transactions, strategy, governance). Legal background (corporate finance/restructuring). LNZA cites her “extensive experience in transformative and strategic solutions for companies” as qualification.
Equity Ownership
| Metric | Value | As-of | Source |
|---|---|---|---|
| Common shares beneficially owned | Not listed (no shares reported next to her name) | May 20, 2025 | |
| % of common outstanding | — | May 20, 2025 | |
| Hedging/pledging | Company policy prohibits hedging, shorting, pledging, and margin purchases by directors | Policy in effect as of filings |
Governance Assessment
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Positives
- Independent director with deep governance/restructuring expertise; independence reaffirmed by the Board upon appointment.
- Clear separation from key gatekeeper committees (Audit/Comp/NomGov) may mitigate conflict optics while she serves under a special engagement; participates on Strategic Committee aligned with her expertise.
- Strong governance policies: lead independent director structure; independent-only sessions; anti-hedging/pledging policy.
-
Watch items / potential red flags
- Compensation structure deviates from LNZA’s standard director program: $40,000/month cash plus $7,500 per diem for out-of-scope activities resembles consulting engagement; may raise independence optics versus equity-aligned, at-risk compensation typical for directors (though Board affirmed independence). Monitor scope creep, duration, and any renewals.
- Ownership alignment appears limited as no common stock was reported for Ms. Frizzley as of May 20, 2025, and no LNZA equity awards disclosed to her under the Engagement Agreement, reducing “skin-in-the-game” alignment typical of time-vested director RSUs.
- Multiple board commitments (including AKTS) require monitoring for bandwidth/attendance; LNZA’s 2024 attendance culture is solid, but Ms. Frizzley joined in 2025 (no attendance history yet at LNZA).
-
Conflicts/related party
- LNZA’s appointment 8-K states no related-party transactions requiring Item 404(a) disclosure; AKTS appointment likewise disclosed no such interests. Continue monitoring for transactions with entities where she serves.