Thierry Pilenko
About Thierry Pilenko
Thierry Pilenko (age 67) joined LanzaTech’s Board effective January 2025. He brings 40+ years of energy sector leadership, including Executive Chairman of TechnipFMC (2017–2019), CEO/Chairman of Technip (2007–2017), CEO of Veritas DGC, and earlier executive roles at Schlumberger across multiple geographies. He holds engineering degrees from the Nancy School of Geology (1981) and IFP School (1982).
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| TechnipFMC plc | Executive Chairman | 2017–2019 | Led post‑merger governance and integration following Technip and FMC Technologies combination |
| Technip SA | Chairman & CEO | Prior to 2017 (joined 2007) | Oversaw engineering/project management in oil & gas; global operations |
| Veritas DGC | Chairman & CEO | Prior to 2007 | Led seismic services company; Houston‑based |
| Schlumberger | Various executive roles | 1984–2004 | President Schlumberger‑GeoQuest; MD SchlumbergerSema; international assignments |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Arkema SA | Non‑Executive Director | Not disclosed | Global specialty materials/chemicals board experience |
| Trident Energy | Non‑Executive Director | Not disclosed | Upstream oil & gas; E&P governance |
| Rely Solutions | Non‑Executive Director | Not disclosed | Technology advisory/board role |
| Pil & Co LLC | Founder | Not disclosed | Strategy/leadership consulting |
| P6 Technologies | Co‑founder | Not disclosed | Software for carbon lifecycle analysis |
| Prior public boards | Director | Various | Veritas DGC, CGGVeritas, Technip SA, Peugeot SA, Hercules Offshore, Valaris, TechnipFMC, Ensign Natural Resources |
Board Governance
- Independence: The Board determined Mr. Pilenko is an independent director under Nasdaq standards; independent directors meet in regular executive sessions led by the Lead Independent Director.
- Committee assignments: Member, Compensation Committee (members: Barbara Byrne, Jim Messina, Thierry Pilenko, Gary Rieschel; chair: Gary Rieschel through 2025 AGM).
- Committee meeting cadence (2024): Audit 8; Compensation 4; Nominating & Governance 5.
- Attendance: In 2024, the Board held 10 meetings; each director (serving during the period) attended at least 75% of Board and applicable committee meetings. Note: Mr. Pilenko joined in 2025, so 2024 attendance statistics do not apply to him.
- Director nominations: Pilenko was recommended and vetted by a professional search firm, reflecting process discipline.
- Risk oversight: Audit Committee oversees related‑party transactions and cybersecurity; CISO briefs the committee quarterly.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $60,000 | Standard for all non‑employee directors |
| Committee membership fees | Audit: $10,000; Compensation: $7,500; Nominating & Governance: $5,000 | Members receive per‑committee cash retainers; chairs receive additional $10,000/$7,500/$5,000 respectively |
| Lead Independent Director premium | $30,000 | Additional cash for LID role (not applicable to Pilenko) |
- As a Compensation Committee member, Mr. Pilenko is entitled to the $7,500 committee member fee in addition to the base director retainer, per plan.
Performance Compensation
| Element | Structure | Grant Value | Vesting/Performance Metrics |
|---|---|---|---|
| Equity (annual director grant) | Time‑vested RSUs | $100,000 (based on 5‑day VWAP at April 4, 2024 for 2024 cycle) | Time‑vested; no performance metrics disclosed for director equity |
- No options or PSUs are disclosed for non‑employee directors; director equity is time‑vested RSUs, aligning with retention rather than performance conditions.
Other Directorships & Interlocks
| Company | Type | Potential LNZA Interlock/Conflict |
|---|---|---|
| Arkema SA; Trident Energy; Rely Solutions | Current public/private boards | No related‑party transactions with these entities disclosed by LNZA; Audit Committee reviews material related‑party transactions per policy. |
Expertise & Qualifications
- CEO and Executive Chair experience in global energy engineering and projects; extensive international operating background.
- Technical credentials in geology/engineering; qualifies for strategy, large‑project oversight, and industrial partnering relevant to LanzaTech’s commercial scale‑up.
- Independent status enhances committee effectiveness and board balance.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Common | Preferred Shares | Notes |
|---|---|---|---|---|
| Thierry Pilenko | – | – | – | No beneficial ownership reported as of record date (June 3, 2025) |
- Section 16(a) compliance: LNZA disclosed that Mr. Pilenko did not timely file a Form 3 upon joining the board (administrative compliance lapse).
- Hedging/pledging: Company policy prohibits hedging, short‑selling, purchasing on margin, and pledging LNZA securities by directors and employees.
Governance Assessment
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Strengths
- Independent director with deep industry operating and board experience; adds credibility for commercial partnerships and project governance.
- Serves on Compensation Committee; board uses established pay processes and can engage independent consultants (WTW previously advised; engagement ended Jan 2024).
- Robust committee structure and cadence; clear oversight of related‑party transactions and cybersecurity.
-
Watch items / Red flags
- Initial ownership alignment: No reported beneficial ownership as of record date; alignment expected to build via annual RSUs.
- Section 16(a) timeliness: Form 3 filing for Mr. Pilenko was not timely; administrative but relevant to compliance culture.
- Capital structure/governance risk context: Significant influence from Khosla Ventures via Series A Preferred and potential warrant/financing could concentrate voting power; board independence and committee rigor will be important as dilution/financing decisions proceed.
-
Related‑party exposure
- No related‑party transactions disclosed involving Mr. Pilenko; Audit Committee policy mandates review/approval for transactions over $120,000 involving related persons.
-
Attendance and engagement
- Board held 10 meetings in 2024; all then‑serving directors met at least 75% attendance; Mr. Pilenko’s attendance will be assessable in 2025 cycle given his January 2025 start.
Overall implication for investors: Pilenko adds seasoned industrial governance and scaling experience at a pivotal financing juncture. The lack of initial share ownership and the Form 3 lapse are minor near‑term alignment/compliance watch items; his Compensation Committee role and independence are positives for pay discipline as LNZA navigates dilution and incentive structures amid concentrated shareholder influence.