Nigel Gormly
About Nigel Gormly
Nigel Gormly (age 51) has served as an independent director of LanzaTech since 2014 and is designated an audit committee financial expert under SEC rules and “financially sophisticated” under Nasdaq listing standards . He is currently Director of Programs at the Centre for Sustainable Finance: Toitū Tahua (since August 2024), and was previously Chief Investment Officer at Toha Foundry (2020–2024), Head of International Direct Investment at the New Zealand Superannuation Fund (2013–2019), and held senior commercial roles at Fonterra following an early career in M&A and corporate finance advisory in London . He is a CFA charterholder and holds a Graduate Diploma in Finance, B.Sc., and B.Com. from the University of Auckland . The Board has affirmatively determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toha Foundry | Chief Investment Officer | 2020–Aug 2024 | Led design of impact marketplace; mobilizing climate capital |
| New Zealand Superannuation Fund | Head of International Direct Investment | 2013–2019 | Responsible for direct investments in energy, infrastructure, expansion capital; led collaboration with global partners |
| Fonterra | Senior roles in strategic development and commercial leadership; GM Commercial Ventures | ~2003–2013 (decade) | Commercial venture leadership in global dairy co‑op |
| M&A and Corporate Finance Advisory (London) | Advisor | Early career | Assignments across Asia, Latin America, Europe |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Centre for Sustainable Finance: Toitū Tahua (New Zealand NGO) | Director of Programs | Aug 2024–present | Leads initiatives mobilizing capital for sustainable growth |
Board Governance
- Independence: The Board determined Nigel Gormly is independent under Nasdaq listing standards; independent directors hold regular executive sessions .
- Committee memberships (2024): Audit Committee (member); Nominating & Governance Committee (member). Audit Committee chaired by Dorri McWhorter; Nominating & Governance chaired by Jim Messina .
- Expertise: Designated “audit committee financial expert” and “financially sophisticated”; all Audit members financially literate .
- Meeting cadence (2024): Audit (8), Compensation (4), Nominating & Governance (5) .
| Committee | Role | Chair | Meetings Held (2024) |
|---|---|---|---|
| Audit | Member | Dorri McWhorter | 8 |
| Nominating & Governance | Member | Jim Messina | 5 |
Fixed Compensation
| Component | Plan Detail (Directors) | 2024 Actual for Nigel |
|---|---|---|
| Annual cash retainer | $60,000 per non‑employee director | $75,000 cash fees |
| Committee member fees | Audit: $10,000; Compensation: $7,500; Nominating & Governance: $5,000 | Included in total cash; specific breakout not disclosed |
| Committee chair fees | Audit: +$10,000; Compensation: +$7,500; Nominating & Governance: +$5,000 | Not applicable; Nigel not a chair |
Performance Compensation
| Equity Award | Grant Date | Type | Grant Value (USD) | Vesting/Notes |
|---|---|---|---|---|
| Annual director RSU grant | April 4, 2024 | Time‑vested RSUs (5‑day VWAP basis) | $100,648 | As of Dec 31, 2024, 32,467 RSUs unvested |
- Equity structure: Non‑employee directors receive annual time‑vested RSUs worth $100,000; no options disclosed for directors .
- Performance metrics: None disclosed for director equity; awards are time‑vested RSUs rather than PSU metrics .
Other Directorships & Interlocks
| Company/Institution | Role | Interlock/Ownership Context |
|---|---|---|
| Guardians of New Zealand Superannuation (NZ Super Fund) | Original nominating stockholder of Nigel to LNZA board | NZ Super Fund beneficially owns 14.3% of LNZA common stock |
Expertise & Qualifications
- Finance and investment: Former CIO and head of direct investments; CFA charterholder .
- Governance: Broad board experience across sectors and development stages .
- Audit/financial oversight: Audit Committee member; audit committee financial expert and financially sophisticated .
- Sustainability: Current leadership role at a sustainable finance NGO .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common | Preferred Shares | % of Preferred |
|---|---|---|---|---|
| Nigel Gormly | 52,467 | <1% | – | – |
| Additional Detail | Amount |
|---|---|
| Unvested RSUs as of Dec 31, 2024 | 32,467 |
| Shares outstanding (record date basis) | 231,964,989 common; 20,000,000 preferred |
Insider Trades & Filing Compliance
| Date/Period | Event | Note |
|---|---|---|
| Feb 8, 2024 | RSU vesting | Form 4 not timely filed for several directors including Nigel Gormly |
Governance Assessment
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Strengths
- Independence and deep financial oversight: Independent director, Audit Committee financial expert; contributes to audit oversight including internal controls, related‑party review, and auditor independence .
- Board contributions: Member of Audit and Nominating & Governance committees; N&G oversees board evaluations and ESG matters .
- Alignment: Receives equity in the form of time‑vested RSUs (annual $100,000), holding 52,467 common shares with additional unvested RSUs, supporting ownership alignment .
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Risks / Red Flags
- Section 16(a) compliance lapse: Nigel was among directors who did not timely file Form 4 for RSU vesting on Feb 8, 2024, a process/compliance red flag for timely reporting .
- Shareholder concentration: Khosla Ventures’ significant voting power could influence director elections and governance outcomes, posing potential minority shareholder risk; context for board independence dynamics .
- Nomination origins: Nigel was originally nominated by NZ Super Fund, a current 14.3% holder, which may present perceived alignment with a significant stockholder despite formal independence .
- Compensation committee advisor: The Compensation Committee’s engagement with Willis Towers Watson ended Jan 2024; no independent compensation consultant currently engaged, which may reduce external benchmarking rigor in pay decisions (including director pay recommendations) .
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Outlook
- Committee coverage and expertise suggest strong board effectiveness in audit oversight and ESG governance; addressing filing timeliness and maintaining robust independent compensation advice would bolster investor confidence .