Jim Messina
About Jim Messina
Jim Messina (age 55) is LanzaTech Global’s Lead Independent Director and has served on the board since 2013; he is CEO of The Messina Group and previously served as White House Deputy Chief of Staff (2009–2011) and Campaign Manager for President Obama’s 2012 re-election, with a B.A. in political science and journalism from the University of Montana . The board has affirmatively determined he is independent under Nasdaq listing standards . As Lead Independent Director, Messina presides over meetings in the Chair’s absence, leads executive sessions of independent directors, and acts as liaison among independent directors, the CEO, and Chair, and when appropriate, with stockholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The White House | Deputy Chief of Staff | 2009–2011 | Senior executive management experience |
| Obama for America | Campaign Manager | 2012 | Led presidential re-election campaign |
| U.S. Congress (Senate/House offices) | Chief of Staff | Not disclosed | Legislative leadership roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Messina Group | CEO | Since 2013 | Corporate advisory expertise |
| Global Counsel | Director (private) | Not disclosed | Not disclosed |
| Blockchain.com | Director (private) | Not disclosed | Not disclosed |
| Fortera | Director (private) | Not disclosed | Not disclosed |
| Vectra.ai | Director (private) | Not disclosed | Not disclosed |
| United States Soccer Foundation | Director (non-profit) | Not disclosed | Not disclosed |
| Montana Land Reliance | Director (non-profit) | Not disclosed | Not disclosed |
No current public-company directorships are disclosed in the proxy biography (list includes private and non-profit boards) .
Board Governance
- Independence: The board determined Messina is independent; independent directors meet in executive sessions regularly .
- Lead Independent Director: Messina serves as Lead Independent Director with responsibilities including presiding in Chair’s absence, leading executive sessions, calling meetings, advising on committee membership and chair selection, and serving as liaison with management and stockholders when appropriate .
- Committees:
- Nominating and Governance Committee: Chair (members: Nigel Gormly, Dorri McWhorter, Jim Messina) .
- Compensation Committee: Member (committee: Barbara Byrne, Jim Messina, Thierry Pilenko, Gary Rieschel; chair Rieschel) .
- Audit Committee: Not a member (committee: Barbara Byrne, Reyad Fezzani, Nigel Gormly, Dorri McWhorter; chair McWhorter) .
- Board meetings and attendance: Board held 10 meetings in 2024; each director attended at least 75% of board and applicable committee meetings; five of six directors attended last year’s annual meeting .
- Committee meeting cadence (2024): Audit 8; Compensation 4; Nominating & Governance 5 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $60,000 | Board-determined, reviewed against peers |
| Lead Independent Director additional cash | $30,000 | Messina eligible as Lead Independent Director |
| Audit Committee member fee | $10,000 | Chair additional $10,000 |
| Compensation Committee member fee | $7,500 | Chair additional $7,500 |
| Nominating & Governance Committee member fee | $5,000 | Chair additional $5,000 |
| Jim Messina FY2024 Director Pay | Amount ($) | Detail |
|---|---|---|
| Cash fees | 107,500 | Includes base retainer, Lead Independent fee, and committee/chair fees |
| Stock awards (RSUs; grant-date fair value) | 100,648 | Time-vested RSUs; ASC 718 fair value |
| Total | 208,148 | — |
Performance Compensation
| Equity Type | Grant Date | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | April 4, 2024 | $100,648 (grant-date fair value) | Time-vested; 32,467 unvested as of Dec 31, 2024 | None disclosed for director RSUs (time-based only) |
The non-employee director program specifies annual RSUs “worth $100,000” based on 5-day VWAP at grant; Messina’s recorded grant-date ASC 718 fair value was $100,648 .
Other Directorships & Interlocks
| Category | Entity | Relationship to LNZA | Potential Interlock/Conflict |
|---|---|---|---|
| Private company | Fortera | No disclosed LNZA transaction | Not disclosed |
| Private company | Vectra.ai | No disclosed LNZA transaction | Not disclosed |
| Private company | Blockchain.com | No disclosed LNZA transaction | Not disclosed |
| Advisory firm | Global Counsel | No disclosed LNZA transaction | Not disclosed |
| Non-profit | U.S. Soccer Foundation | Not applicable | Not disclosed |
| Non-profit | Montana Land Reliance | Not applicable | Not disclosed |
Proxy discloses no related-party transactions involving Messina; Audit Committee oversees material related-party transaction review .
Expertise & Qualifications
- Corporate advisory CEO (The Messina Group), extensive executive management and strategic advisory experience considered qualifying credentials for the board .
- Government and campaign leadership background adds stakeholder engagement and governance acumen .
Equity Ownership
| Holder | Common Shares | % of Common | Preferred Shares | % of Preferred | Breakdown |
|---|---|---|---|---|---|
| Jim Messina | 1,172,925 | <1% | – | – | 537,391 common shares; 635,534 options exercisable within 60 days of June 3, 2025 |
Hedging, short-selling, margin purchases, borrowing against accounts holding LNZA equity, pledging LNZA securities, and derivatives involving company stock are prohibited for directors under LNZA’s insider trading policy .
Governance Assessment
- Strengths:
- Lead Independent Director structure with explicit responsibilities enhances board independence and effective oversight .
- Messina chairs Nominating & Governance and serves on Compensation, signaling active governance engagement .
- Board-level attendance met minimum standards; robust committee meeting cadence .
- Director equity grants (time-vested RSUs) provide ownership alignment; Messina also holds exercisable options, increasing skin-in-the-game .
- Watch items / red flags:
- Section 16(a) delinquency: Messina did not timely file Form 4 for RSUs that vested on Feb 8, 2024; housekeeping but noteworthy for compliance rigor .
- Compensation Committee did not engage an independent compensation consultant in the current period; prior consultant WTW engagement ended Jan 2024, which may reduce external benchmarking rigor unless reinstated .
- Ownership concentration risk: Khosla Ventures holds significant voting power; while not Messina-specific, this can influence director elections and governance dynamics .
Say-on-Pay & Shareholder Feedback (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (Proposal 3) | 167,537,065 | 64,809,703 | 783,247 | 8,809,120 |
Insider Trading Compliance Events
| Date | Event | Disclosure |
|---|---|---|
| Feb 8, 2024 | RSU vesting Form 4 | Messina did not timely report Form 4 for shares acquired pursuant to RSU vesting |
Directors are covered by a comprehensive insider trading policy prohibiting hedging and pledging of company securities .
Related-Party Transactions
- No Messina-related related-party transactions are disclosed in the proxy; Audit Committee is responsible for reviewing material related-party transactions .
Additional Board/Committee Detail
| Committee | Members | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Barbara Byrne, Reyad Fezzani, Nigel Gormly, Dorri McWhorter | Dorri McWhorter | 8 |
| Compensation | Barbara Byrne, Jim Messina, Thierry Pilenko, Gary Rieschel | Gary Rieschel | 4 |
| Nominating & Governance | Nigel Gormly, Dorri McWhorter, Jim Messina | Jim Messina | 5 |
Board held 10 meetings in 2024; each director attended at least 75% of board and committee meetings . Directors are encouraged to attend stockholder meetings; five of six attended prior annual meeting .