Sushmita Koyanagi
About Sushmita Koyanagi
Sushmita Koyanagi, age 47, is LanzaTech Global’s Chief Financial Officer (CFO), promoted effective June 2, 2025 after joining the company as Chief Accounting Officer (CAO) on December 16, 2024; she is a CPA with a Master’s in Accounting from Victoria University (Melbourne) and a Bachelor of Accounting from Delhi University, and previously held senior finance roles at Equity LifeStyle Properties (Jun 2021–Dec 2024), JPMorgan Chase (Oct 2013–Jun 2021), and Deloitte (Jul 2007–Oct 2013) . Company performance context: LanzaTech’s cumulative TSR (initial $100) moved from $101 (2022) to $51 (2023) to $14 (2024), while net loss was $(76.36)m (2022), $(134.10)m (2023), and $(137.70)m (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Equity LifeStyle Properties | Senior financial roles (accounting, reporting) | Jun 2021–Dec 2024 | Accounting and financial reporting leadership; process improvement; team management |
| JPMorgan Chase | Senior financial roles | Oct 2013–Jun 2021 | Financial reporting and process improvement in large-scale environments |
| Deloitte | Senior roles | Jul 2007–Oct 2013 | Audit/assurance, accounting expertise foundation |
External Roles
No public company directorships or external board roles disclosed in LNZA filings reviewed .
Fixed Compensation
| Element | Detail |
|---|---|
| Base Salary | $325,000 (per Employment Agreement) |
| Target Annual Bonus | 30% of base salary; discretionary under company bonus policy |
| Sign-on Awards | $150,000 aggregate value; subject to vesting and repayment provisions |
Performance Compensation
- Annual Incentive Plan (AIP): Senior executive bonus is discretionary per policy; CEO recommends AIP goals to the Compensation Committee, and executives’ target cash compensation is generally set near/below market median with progression as experience grows . For 2024, no cash bonus payouts were made to the named executive officers (NEOs); Koyanagi was not listed as a 2024 NEO .
- Long-Term Incentives (LTI): Company utilized stock options and RSUs in 2024 grants with three equal annual installments (first vest March 6, 2025) and 10-year terms for options; PSUs granted in 2023 require average closing price of $11.50 over any 20-day look-back period by February 10, 2028 plus time-vesting in three annual tranches (first vested Feb 10, 2024); as of Dec 31, 2024, PSU performance condition not achieved . Specific equity awards to Koyanagi were not disclosed.
AIP and LTI Design Notes (Company-Level)
| Component | Metric/Design | Target/Condition | Vesting/Payout |
|---|---|---|---|
| AIP | Corporate/individual goals set via CEO recommendation and Committee approval | Target cash set near/below market median; role-specific targets (Koyanagi: 30% of salary) | Discretionary payout per policy; 2024 NEOs received none |
| Options (2024 grants) | Time-based | Strike at grant-date close; 10-year term | 3 equal annual installments; first vest Mar 6, 2025 |
| RSUs (2024 grants) | Time-based | Grant-date fair value per ASC 718 | 3 equal annual installments; first vest Mar 6, 2025 |
| PSUs (2023 grants) | Stock price performance | $11.50 20-day average; must be met by Feb 10, 2028 | Time-vest 3 tranches; first vested Feb 10, 2024; performance not yet achieved as of Dec 31, 2024 |
Equity Ownership & Alignment
- Section 16: The proxy notes Koyanagi did not timely file an initial Form 3; her Form 3 was subsequently filed on March 18, 2025 (document date Feb 26, 2025) .
- Hedging/Pledging: Company policy prohibits hedging, short-selling, purchasing on margin, borrowing against accounts holding company equity, and pledging company securities; derivative transactions are prohibited. These restrictions apply to directors and employees, enhancing alignment and reducing pledging/hedging risk .
- Beneficial Ownership: No company proxy table line item for Koyanagi’s share/option holdings was disclosed; ownership line items for other executives were provided as of the Record Date .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At-will; promoted to CFO effective June 2, 2025; CAO effective Dec 16, 2024 |
| Severance (without cause/for good reason) | Lump sum equal to six months base salary; nine months following a “corporate transaction”; prorated annual bonus for year of termination based on actual performance; COBRA premium supplement up to six months (employer-paid portion equivalent) |
| Restrictive covenants | Employee is subject to certain restrictive covenants in favor of the company (e.g., non-compete/non-solicit not detailed) |
| Severance Plan (company-level) | For eligible executives, 12 months base salary (Qualifying Termination) or 18 months base (Corporate Transaction Termination); pro-rated actual bonus for the year; up to 12 months COBRA premium supplement (18 months for CEO); applies to NEOs; Koyanagi’s Employment Agreement terms differ as noted above |
| Clawback policy | Executive compensation recovery policy adopted Aug 2023, compliant with Nasdaq/SEC; mandatory recoupment of erroneously awarded incentive-based compensation upon restatement due to material noncompliance or legal/compliance violations |
| Additional appointments | Assumed principal accounting officer responsibilities upon CAO resignation; no new compensatory arrangements in connection with assuming principal accounting officer duties |
Performance & Track Record Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR (Initial $100) | $101 | $51 | $14 |
| Net Income (Loss, $mm) | $(76.36) | $(134.10) | $(137.70) |
- CFO appointment aligned with leadership changes and cost optimization actions; CEO cited Koyanagi’s background to “advance our path to profitability” .
- LNZA remained loss-making through 2024; compensation plans emphasize long-term equity alignment and performance-based value creation .
Board Governance and Compensation Committee (Context)
- Compensation Committee: Barbara Byrne, Jim Messina, Thierry Pilenko, and Gary Rieschel (Chair); responsibilities include executive compensation, incentives, equity plan administration, and philosophy oversight; WTW previously engaged, ended Jan 2024; no current independent consultant .
- Say-on-Pay: Board recommends approval of NEO compensation; LNZA is a smaller reporting company using scaled disclosures .
Risk Indicators & Red Flags
- Section 16 compliance: Disclosure of late filings, including Form 3 for Koyanagi; subsequent Form 3 filed March 18, 2025 .
- Equity risk management: Prohibitions on pledging/hedging reduce alignment risks .
- Corporate transaction sensitivity: Koyanagi’s severance increases from six to nine months base salary following a corporate transaction, implying retention economics calibrated to deal dynamics .
Investment Implications
- Pay-for-performance alignment: As CFO, Koyanagi’s cash pay is modest ($325k) with a 30% target bonus and equity-driven incentives at the company level; clawback and hedging/pledging prohibitions enhance shareholder alignment .
- Retention and transition risk: Contractual severance of 6–9 months base salary is below typical 12–18 month severance tiers disclosed for NEOs, suggesting lower guaranteed economics and potential sensitivity to corporate transactions and cost optimization outcomes .
- Trading signals: Monitor Section 16 filings (Forms 3/4/5) for vesting-related share deliveries and any sales around vest dates; sign-on awards ($150k) create scheduled vesting events that may drive tax-related selling pressure if equity grants were used .
- Execution focus: CFO appointment amid cost optimization and financing initiatives underscores emphasis on discipline and capital access; with ongoing net losses and low TSR, successful delivery on profitability milestones will be critical to incentive realizations and equity alignment .