UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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| Check the appropriate box: |
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| Preliminary Proxy Statement
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| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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| Definitive Proxy Statement
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| Definitive Additional Materials
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| Soliciting Material Pursuant to §240.14a-12
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LanzaTech Global, Inc.
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(Name of Registrant as Specified in its Charter)
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N/A |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| Payment of Filing Fee (Check
all boxes that apply): |
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| No fee required
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| Fee paid previously with preliminary materials
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| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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A MESSAGE FROM OUR CEO & BOARD CHAIR,
AND OUR LEAD INDEPENDENT DIRECTOR
Dear LanzaTech Stockholders,
2023 was a landmark year for LanzaTech, full of commercial
and technological progress. Yet it was also a landmark year for the planet in a different sense, with record-breaking weather and environmental
events that signal ever more urgency for climate-focused solutions to scale and meet the challenge at hand. As we share this proxy statement,
we want to reaffirm LanzaTech’s unwavering mission to recycle carbon with biology to create a circular carbon economy.
This past year, our work took on even greater significance
as three additional commercial-scale facilities using our technology started up, doubling both our technology’s carbon abatement
and nameplate production capacity and expanding its global footprint. Overall, we had a strong year of growth and, as compared to 2022,
increased our revenue by 68% to $62.6 million.
Our achievements in 2023, including becoming the
world’s first publicly traded carbon recycling company, reflect our growth trajectory and commitment to innovation in service of
our planet and our stockholders.
Reflecting on 2023, we made significant strides on
multiple fronts:
Intellectual Property (IP) and Research & Development:
| - | We received 208 granted patents
and filed 190 new applications globally, covering advances in biocatalysts, bio-based liquid petroleum gas and multiplex fermentation
processes, and bringing our overall IP portfolio to 1,473 patents granted and 634 patents pending. |
| - | Technological advancements,
such as our second-generation bioreactor in collaboration with Suncor, continue to position us at the leading edge of innovation. |
Data and Artificial Intelligence (AI) Integration:
| - | Our AI team has capitalized
on proprietary datasets comprising over 2 million hours of fermentation to refine machine-learning models for predicting experimental
outcomes, reducing trial requirements, and enhancing our synthetic biology capabilities. |
Strategic and CarbonSmart Partnerships:
| - | New alliances with global leaders
across sectors have facilitated access to a broader customer base and the development of innovative, sustainable products. Our partnerships
have yielded an array of products made from recycled steel mill emissions, from Adidas's Melbourne Cup tennis collection to Coty’s
Gucci fragrance Where My Heart Beats and On's Pace Collection of apparel. |
Sustainability Certifications:
| - | Achieving Roundtable on Sustainable
Biomaterials Association (RSB) Advanced Product and International Sustainability and Carbon Certification (ISCC) PLUS and ISCC Carbon
Offsetting and Reduction Scheme for International Aviation (CORSIA) certifications underscores our dedication to quality and sustainable
impact, enabling us to provide premium, certified products across the value chain, from consumer products with ISCC PLUS to sustainable
aviation fuels with ISCC CORSIA. |
Our technology characterizes a strategic intervention
to keep fossil inputs in the ground and redefine how we value carbon, making sustainable choices universally accessible. This goes beyond
ethanol-based applications for fuels and sustainable aviation fuel production, and includes the direct production of new chemicals, including
isopropanol, a key feedstock for polypropylene (approx. $123 billion annual market) and monoethylene glycol (approx. $25 billion annual
market), a key material for PET/polyester production. In both cases this has the potential to replace fossil-based chemicals across multiple
supply chains.
We are more than a technology provider; we are building
an ecosystem of players across the circular carbon economy to redesign our material world. Together with our partners and stockholders,
we have the power to create an enduring, positive impact on the world.
The new 2023 LanzaTech Board of Directors, prompted
by our public listing, focused on establishing robust processes that advance our vision and mission. These, in turn, have been instrumental
in operating a sustainable business by aligning revenue generation with positive environmental impact and ensuring our corporate commitments
remain steadfast.
We've reshaped our Board with the right blend of
experience, expertise and representation. The existing committee structures persist, updated to reflect U.S. Securities and Exchange Commission
and Nasdaq requirements and additional best practices for corporate governance, each with clear charters to direct critical areas of our
business. The Board works hand in hand with the LanzaTech Executive Team on our joint objective of sustainable and strategic growth, done
ethically and responsibly.
As we continue our journey, driven by innovation
and guided by our values, we thank you for your steadfast support. Our achievements, encapsulated in this year's highlights, do not just
belong to us; they belong to every stockholder and partner who believes in a cleaner, fairer and more sustainable world.
Yours sincerely,
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Dr. Jennifer Holmgren
CEO and Chair of The LanzaTech Board of Directors |
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Jim Messina
Lead Independent Director |
8045 Lamon Avenue
Suite 400
Skokie, Illinois 60077
(847) 324-2400
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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, JUNE 25, 2024 |
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To the Stockholders of LanzaTech Global, Inc.:
The 2024 Annual Meeting of Stockholders (the “Annual Meeting”)
of LanzaTech Global, Inc. (the “Company,” “we,” “us” or “our”) will be held at 2:00 p.m.,
Central Time, on Tuesday, June 25, 2024. The Annual Meeting will be held entirely online via audio webcast to allow for greater stockholder
attendance and to reduce the carbon footprint that is required for travel to, and in-person attendance at, the Annual Meeting. The Annual
Meeting may be accessed at https://www.cstproxy.com/lanzatech/2024, where you will be able to listen to the Annual Meeting live, submit
questions and vote. We have designed the virtual Annual Meeting to provide stockholders with substantially the same opportunities to participate
as if the Annual Meeting were held in person.
The Annual Meeting will be held for the following purposes:
| 1. | To elect two Class I directors to the Board of Directors to serve until the 2027 Annual Meeting of Stockholders; |
| 2. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2024; |
| 3. | To cast an advisory (non-binding) vote to approve the compensation of our named executive officers; |
| 4. | To cast an advisory (non-binding) vote on the frequency of future advisory votes to approve the compensation of our named executive
officers; and |
| 5. | To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. |
If you owned our common stock at the close of business on April
26, 2024, you may virtually attend and vote at the Annual Meeting. A list of stockholders eligible to vote at the Annual Meeting will
be available for review during our regular business hours at our headquarters in Skokie, Illinois for the ten days prior to the date of
the Annual Meeting for any purpose related to the Annual Meeting. The list of stockholders will also be available during the Annual Meeting
through the Annual Meeting website for those stockholders who choose to attend.
We are pleased to take advantage of the U.S. Securities and Exchange
Commission rule that allows companies to furnish proxy materials to their stockholders over the Internet. On or before May 16, 2024, we
will commence mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of this
proxy statement and our 2023 Annual Report on Form 10-K. We believe that this process allows us to provide our stockholders with the information
they need in a more timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy
materials. The Notice contains instructions on how to access our proxy materials over the Internet, which are available at https://www.cstproxy.com/lanzatech/2024.
The Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement and a form
of proxy card.
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Your vote is important. Whether or not you plan to virtually
attend the Annual Meeting, we hope that you will vote as soon as possible. You may vote your shares over the Internet. If you received
a proxy card or voting instruction card by mail, you may submit your proxy card or voting instruction card by completing, signing, dating
and mailing your proxy card or voting instruction card in the envelope provided. Any stockholder virtually attending the Annual Meeting
may vote electronically at the Annual Meeting, even if you have already returned a proxy card or voting instruction card.
By Order of the Board of Directors,
/s/ Joseph Blasko
Joseph Blasko
General Counsel & Corporate Secretary
April 29, 2024
Skokie, Illinois
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING TO BE HELD ON TUESDAY, JUNE 25, 2024: The 2023 Annual Report and proxy statement are available online at https://www.cstproxy.com/lanzatech/2024.
TABLE OF CONTENTS
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8045 Lamon Avenue
Suite 400
Skokie, Illinois 60077
(847) 324-2400
INFORMATION CONCERNING SOLICITATION AND
VOTING
The Board of Directors (the “Board”) of LanzaTech Global,
Inc. (the “Company,” “we,” “us” or “our”) is soliciting proxies for the Company’s
2024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Tuesday, June 25, 2024 at 2:00 p.m. Central Time.
The Annual Meeting will be held entirely online live via audio webcast. You will be able to attend the virtual Annual Meeting live, vote
and submit your questions during the Annual Meeting via live webcast by visiting: https://www.cstproxy.com/lanzatech/2024 and entering
your 12-digit control number included in your Notice (as defined below), on your proxy card or on the instructions that accompanied your
proxy materials.
On or before May 16, 2024, we will commence mailing a Notice of
Internet Availability of Proxy Materials (the “Notice”). The Notice contains instructions on how to access this proxy statement
and our 2023 Annual Report on Form 10-K (the “2023 Annual Report”) over the Internet, which are available at https://www.cstproxy.com/lanzatech/2024.
The Notice also contains instructions on how to request a paper copy of our proxy materials, including this proxy statement, the 2023
Annual Report and a form of proxy card. The Notice is being sent to stockholders who owned our common stock at the close of business on
April 26, 2024, the record date for the Annual Meeting (the “Record Date”). This proxy statement contains important information
for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
| Q: | Who may vote at the Annual Meeting? |
| A: | The Board has fixed April 26, 2024 as the Record Date for the Annual Meeting. Only stockholders of record at the close of business
on the Record Date will be entitled to notice of, and to vote, at the Annual Meeting. Each stockholder is entitled to one vote for each
share of common stock held on all matters to be voted on. As of the Record Date, 197,734,876 shares of common stock were outstanding and
entitled to vote at the Annual Meeting. |
| Q: | What proposals will be voted on at the Annual Meeting? |
| A: | There are four proposals scheduled to be voted on at the Annual Meeting: |
| 1. | Election of two Class I director nominees to the Board to serve until the 2027 Annual Meeting of Stockholders (“Proposal 1”); |
| 2. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year
ending December 31, 2024 (“Proposal 2”); |
| 3. | An advisory (non-binding) vote to approve the compensation of our named executive officers (“Proposal 3”); and |
| 4. | An advisory (non-binding) vote on the frequency of future advisory votes to approve the compensation of our named executive officers
(“Proposal 4”). |
We will also consider any other business that properly comes
before the Annual Meeting. As of the date hereof, we are not aware of any other matters to be submitted for consideration at the Annual
Meeting. If any other matters are properly brought before the Annual Meeting, the persons named on the proxy card or voter instruction
card will vote the shares they represent using their best judgment.
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| Q: | What is the quorum requirement for the Annual Meeting? |
| A: | A quorum of stockholders is necessary to hold a valid meeting of stockholders. A quorum will be present if at least a majority of
our outstanding shares of common stock are represented in person, including by means of remote communication, or by proxy at the Annual
Meeting. At the close of business on the Record Date, there were 197,734,876 shares of common stock outstanding. Thus, a total of 197,734,876
shares are entitled to vote at the Annual Meeting and holders of common stock representing at least 98,867,439 votes must be represented
at the Annual Meeting in person, including by means of remote communication, or by proxy to have a quorum. The inspector of elections
appointed for the Annual Meeting by the Board will count the shares represented in person, including by means of remote communication,
or by proxy at the Annual Meeting to determine whether or not a quorum is present. |
Your shares will be counted as present
at the Annual Meeting if you:
| · | are present and entitled to vote electronically at the
Annual Meeting; or |
| · | have voted over the Internet, or properly submitted a proxy
card or voting instruction card. |
Both abstentions and broker non-votes (as described below)
will be included in the calculation of the number of shares considered to be present at the Annual Meeting for the purpose of determining
the presence of a quorum. In the event that we are unable to obtain a quorum, the chairperson of the Annual Meeting or a majority of the
shares present at the Annual Meeting may adjourn the Annual Meeting to another date.
| Q: | How are votes counted at the Annual Meeting? |
| A: | In the election of directors (Proposal 1), you may vote “FOR” all of the nominees or your vote may be “WITHHELD”
with respect to one or more of the nominees. For Proposal Nos. 2 and 3, you may vote “FOR,” “AGAINST” or “ABSTAIN.”
For Proposal 4, you may vote “ONE YEAR,” “TWO YEARS,” “THREE YEARS” or “ABSTAIN.” |
If you provide specific instructions in your proxy card or
voting instruction card with regard to a certain item, your shares will be voted as you instruct on such items. If you are a stockholder
of record and you sign and return your proxy card without giving specific instructions, your shares will be voted in accordance with the
recommendations of the Board. See “What are the recommendations of the Board?” below.
| Q: | What votes are required to elect directors and to approve the other proposals at the Annual Meeting? |
| A: | For Proposal 1, the election of directors, members of the Board are elected by a plurality of the votes cast. Accordingly, the two
candidates who receive the greatest number of votes “FOR” will be elected as a director. “WITHHOLD” votes and
broker non-votes will have no effect on the outcome of this proposal. Cumulative voting is not permitted for the election of directors. |
Proposal 2, the ratification of our independent registered
public accounting firm, requires the affirmative vote of a majority of the shares of common stock present in person, including by means
of remote communication, or represented by proxy and entitled to vote at the Annual Meeting. Abstentions will have the same effect as
a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.
Proposal 3, the advisory vote on the compensation of our
named executive officers, requires the affirmative vote of a majority of the shares of common stock present in person, including by means
of remote communication, or represented by proxy and entitled to vote at the Annual Meeting. Abstentions will have the same effect as
a vote against this proposal. Broker non-votes will have no effect on the outcome of this proposal.
For Proposal 4, the advisory vote to approve the frequency of
future advisory votes on the compensation of our named executive officers, the voting frequency option that receives the highest number
of votes cast on the matter, in person (including by means of remote communication) or by proxy, at the Annual Meeting will be deemed
the frequency recommended by stockholders. Abstentions and broker non-votes will have no effect on the outcome of this proposal.
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| Q: | Which ballot measures are considered “routine” or “non-routine?” |
| A: | If your shares are held in street name and you do not provide your voting instructions to your broker, bank or other nominee, your
shares may be voted by your broker, bank or other nominee but only under certain circumstances. Specifically, under applicable rules,
shares held in the name of your broker, bank or other nominee may be voted by your broker, bank or other nominee on certain “routine”
matters if you do not provide voting instructions. Only Proposal 2, regarding the ratification of the appointment of Deloitte & Touche
LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024, is considered a “routine”
matter for which brokers, banks or other nominees may vote uninstructed shares. Consequently, no broker non-votes are expected in connection
with Proposal 2. |
Proposal 1, regarding the election of directors, Proposal
3, the advisory vote to approve the compensation of our named executive officers, and Proposal 4, the advisory vote to approve the frequency
of future advisory votes on the compensation of our named executive officers, are generally considered “non-routine matters”
under applicable rules, meaning a broker, bank or other nominee cannot vote without your instructions on such non-routine matters. If
you do not provide voting instructions on a non-routine matter, your shares will not be voted on that matter, which is referred to as
a “broker non-vote.” Therefore, it is critical that you indicate your vote on those proposals if you want your vote to be
counted.
| Q: | What are the recommendations of the Board? |
| A: | The Board recommends that you vote as follows: |
| · | “FOR” each of the Class I director nominees
to the Board (Proposal 1); |
| · | “FOR” the ratification of the appointment
of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal
2); |
| · | “FOR” the advisory vote to approve the
compensation of our named executive officers (Proposal 3); and |
| · | “ONE YEAR” for the advisory vote on
the frequency of future advisory votes on the compensation of our named executive officers (Proposal 4). |
| Q: | What does it mean if I receive more than one set of proxy materials? |
| A: | If you received more than one Notice (or full set of printed proxy materials), each containing a different control number, this means
that you have multiple accounts holding shares of our common stock. These may include accounts with our transfer agent, Continental
Stock Transfer & Trust Company (“CST”), and accounts with a broker, bank or other holder of record. Please
vote all proxy cards for which you receive a Notice (or full set of printed proxy materials) to ensure that all of your shares are voted. |
| Q: | How can I get electronic access to the proxy materials? |
| A: | You will be able to view the proxy materials on the Internet at https://www.cstproxy.com/lanzatech/2024. |
| Q: | How may I attend and vote my shares at the Annual Meeting? |
| A: | This year’s Annual Meeting will be held entirely online live via audio webcast. We have designed the virtual Annual Meeting
to provide stockholders with substantially the same opportunities to participate as if the Annual Meeting were held in person. Any stockholder
can attend the Annual Meeting live online at www.cstproxy.com/lanzatech/2024. If your shares are registered directly in your name with
our transfer agent, CST, you are considered, with respect to those shares, the stockholder
of record. If you were a stockholder as of the record date for the Annual Meeting and you have your 12-digit control number included in
your Notice, on your proxy card or on the instructions that accompanied your proxy materials, you can vote at the Annual Meeting. |
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A summary of the information you need
to attend the Annual Meeting online is provided below:
| · | To attend and participate in the Annual Meeting, you will
need the 12-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. |
| · | The Annual Meeting webcast will begin promptly at 2:00
p.m. Central Time. We encourage you to access the Annual Meeting at least 15 minutes prior to the start time. |
| · | The virtual meeting platform is fully supported across
browsers (Edge, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable
software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the
Annual Meeting. Participants should also give themselves at least 15 minutes to log in and ensure that they can hear streaming audio prior
to the start of the Annual Meeting. |
| · | Instructions on how to attend and participate via the Internet
are posted at www.cstproxy.com/lanzatech/2024. |
| · | Assistance with questions regarding how to attend and participate
via the Internet will be provided via CST’s toll-free telephone support number at (917) 262-2373. |
| · | If you want to submit a question during the Annual Meeting,
log into the virtual meeting platform at www.cstproxy.com/lanzatech/2024 and follow the instructions for submitting a question. |
| · | Questions pertinent to Annual Meeting matters may be answered
during the Annual Meeting or after the Annual Meeting by direct communication with the stockholder. Questions regarding personal or other
improper matters, including those related to employment, product or service issues, or suggestions for business opportunities, are not
pertinent to Annual Meeting matters and therefore will not be answered. |
| · | If your shares are held in an account at a brokerage firm,
bank, dealer or other similar organization, you are considered the beneficial owner of shares held in “street name.” If your
shares are held in “street name,” you should contact your broker, trustee, bank or other holder of record to obtain a legal
proxy and e-mail a copy (a legible PDF or other photographic copy is sufficient) to proxy@continentalstock.com. CST will issue a control
number and email it back with the meeting information. Only stockholders with a valid 12-digit control number, will be able to attend
the Annual Meeting and vote, ask questions, and access the list of stockholders as of the close of business on the record date for the
Annual Meeting. |
| Q: | What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting
website? |
| A: | CST will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website.
If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the CST technical
support number that will be posted on the Annual Meeting login page, which is (917) 262-2373. |
| Q: | How can I vote my shares without attending the Annual Meeting? |
| A: | Whether you hold shares directly as a stockholder of record or beneficially in street name, you may vote without attending the Annual
Meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker,
bank or other agent. In most cases, you will be able to do this by using the Internet or by mail if you received a printed set of the
proxy materials. |
By Internet - If you have Internet access,
you may vote your shares by logging into the secure website, which will be listed on your Notice or the proxy card, and following the
instructions provided.
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By Mail - If you requested printed copies of
the proxy materials, you may submit your proxy by mail by signing your proxy card if your shares are registered or, for shares held beneficially
in street name, by following the voting instructions included by your broker, bank or other agent, and mailing it in accordance with the
instructions provided. If you provide specific voting instructions, your shares will be voted as you have instructed.
Votes submitted via the Internet must be received by 11:59
p.m. Eastern Daylight Time on June 24, 2024. Submitting your proxy via the Internet or by mail will not affect your right to vote electronically
at the Annual Meeting should you later decide to virtually attend the Annual Meeting. Even if you plan to virtually attend the Annual
Meeting, we encourage you to submit your proxy to vote your shares in advance of the Annual Meeting.
We provide Internet proxy voting with procedures designed
to ensure the authenticity and correctness of your proxy vote instructions.
| Q: | What happens if I do not give specific voting instructions? |
| A: | Stockholder of Record - If, at the close of business on the Record Date, you are a stockholder of record and you indicate when
voting on the Internet that you wish to vote as recommended by the Board, or sign and return a proxy card without giving specific voting
instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy
statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at
the Annual Meeting. |
Beneficial Owners of Shares Held in Street Name -
If, at the close of business on the Record Date, you are a beneficial owner of shares held in street name and do not provide the organization
that holds your shares with specific voting instructions, the organization that holds your shares may generally vote at its discretion
on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from
you on how to vote your shares on a non-routine matter, the organization will inform the inspector of election that it does not have the
authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” In tabulating
the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal.
| Q: | How can I revoke my proxy and change my vote after I return my proxy card? |
| A: | You may revoke your proxy and change your vote before the final vote at the Annual Meeting. If you are a stockholder of record you
may do this: (i) by voting using the Internet, which must be completed by 11:59 p.m. Eastern Daylight Time on June 24, 2024 (your latest
Internet proxy will be counted); or (ii) by virtually attending the Annual Meeting and voting electronically. Virtually attending the
Annual Meeting alone will not revoke your proxy unless you specifically request your proxy to be revoked. If you hold shares through a
broker, bank or other agent, you must contact that broker, bank or other agent directly to revoke any prior voting instructions. |
| Q: | Who will pay the costs of this proxy solicitation? |
| A: | We will bear the entire cost of solicitation of proxies, including maintenance of the Internet website used to access the proxy materials
and to vote; and preparation, assembly, printing and mailing of this proxy statement, the proxy card and any additional information furnished
to our stockholders who request paper copies of such materials. We have retained Morrow Sodali LLC to assist in the solicitation of proxies.
We expect to pay Morrow Sodali LLC a fee of $10,000, plus reimbursement of reasonable expenses. We and our directors, officers and regular
employees may solicit proxies by mail, personally, by telephone or by other appropriate means. No additional compensation will be paid
to directors, officers or other regular employees for such services. Copies of solicitation materials will be furnished to banks, brokerage
houses, fiduciaries and custodians holding shares of our common stock in their names for others to send proxy materials to and obtain
proxies from the beneficial owners of such shares, and we may reimburse them for their costs in forwarding the solicitation materials
to such beneficial owners. |
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| Q: | Why hold a virtual Annual Meeting? |
| A: | We believe that hosting a virtual Annual Meeting is in the best interest of the Company and its stockholders. We believe a virtual
Annual Meeting enables increased stockholder attendance and participation because stockholders can participate from any location around
the world while reducing the carbon footprint that would be required for stockholders to travel to and attend an in-person meeting. |
| Q: | Where can I find the voting results of the Annual Meeting? |
| A: | The preliminary voting results will be announced at the Annual Meeting. The final voting results will be reported in a Current Report
on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission (“SEC”) within four business days after
the Annual Meeting. |
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INFORMATION CONCERNING OUR BUSINESS COMBINATION
On February 8, 2023 (the “Closing Date”), AMCI Acquisition
Corp. II, a Delaware corporation and our predecessor company (“AMCI”), consummated the business combination (the “Business
Combination”) pursuant to the terms of the Agreement and Plan of Merger, dated as of March 8, 2022, as amended on December 7, 2022
(the “Merger Agreement”), by and among AMCI, AMCI Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and
LanzaTech NZ, Inc., a Delaware corporation (“Legacy LanzaTech”). Pursuant to the Merger Agreement, on the Closing Date: (i)
AMCI changed its name to “LanzaTech Global, Inc.” (“New LanzaTech”); and (ii) Merger Sub merged with and into
Legacy LanzaTech, with Legacy LanzaTech as the surviving company in the Business Combination. After giving effect to such Business Combination,
Legacy LanzaTech became a wholly owned subsidiary.
Immediately prior to the Business Combination, all issued and outstanding
shares of preferred stock of Legacy LanzaTech were automatically converted into shares of common stock based on the applicable conversion
ratio. The number of shares of the common stock payable in the Business Combination in respect of each share of Legacy LanzaTech capital
stock were determined based on the applicable exchange ratio of 4.374677 (the “Exchange Ratio”). In addition, the accumulated
dividends payable to the holders of Legacy LanzaTech preferred shares were settled by delivery of the common stock, as part of the merger
consideration.
Pursuant to the Merger Agreement, at the effective time of the
Business Combination (the “Effective Time”):
| · | each warrant to purchase Legacy LanzaTech common stock
that was outstanding and unexercised immediately prior to the Effective Time and would automatically be exercised or exchanged in full
in accordance with its terms by virtue of the occurrence of the Business Combination, was automatically exercised or exchanged in full
for the applicable shares of Legacy LanzaTech capital stock, and each such share of Legacy LanzaTech common stock was treated as being
issued and outstanding immediately prior to the Effective Time and was cancelled and converted into the right to receive the applicable
number of shares of common stock; |
| · | each Legacy LanzaTech warrant that was outstanding and
unexercised prior to the Effective Time and was not automatically exercised in full as described above was converted into a warrant to
purchase shares of common stock, in which case (a) the number of shares underlying such warrant was determined by multiplying the number
of shares of Legacy LanzaTech capital stock subject to such warrant immediately prior to the Effective Time, by the Exchange Ratio, and
(b) the per share exercise price of such warrant was determined by dividing the per share exercise price of such warrant immediately prior
to the Effective Time by the Exchange Ratio, except that in the case of the AM Warrant, such exercise price is $10.00; |
| · | the extent not converted in full immediately prior to the
Effective Time, the Simple Agreement for Future Equity (“SAFE”) with BGTF LT Aggregator LP, an affiliate of Brookfield Asset
Management Inc., was assumed by New LanzaTech and convertible into shares of common stock; and |
| · | each option to purchase shares of Legacy LanzaTech common
stock outstanding as of the Effective Time was converted into an option to purchase a number of shares of common stock (rounded down to
the nearest whole share) equal to the product of (i) the number of shares of Legacy LanzaTech common stock subject to such option multiplied
by (ii) the Exchange Ratio. The exercise price of such options is equal to the quotient of (a) the exercise price per share of such option
in effect immediately prior to the Effective Time divided by (b) the Exchange Ratio. |
In connection with the execution of the Merger Agreement, AMCI
entered into subscription agreements (as amended on December 7, 2022, the “Initial Subscription Agreements”) with certain
investors (the “Initial PIPE Investors”). AMCI also entered into additional subscription agreements with certain institutional
and accredited investors (the “PIPE Investors”) on October 8, 2022 (as amended on December 7, 2022) and February 6, 2023 (collectively,
the “PIPE Subscription Agreements” and together with the subscription agreement between AMCI and ArcelorMittal, the “Subscription
Agreements”). Pursuant to the Subscription Agreements, the PIPE Investors purchased an aggregate of 18,500,000 shares of common
stock in a private placement at a price of $10.00 per share for an aggregate purchase price of $185 million (the “PIPE Investment”).
Such aggregate number of shares and aggregate purchase price include 3,000,000 shares of common stock issued to ArcelorMittal pursuant
to a Simple Agreement for Future Equity (SAFE) with Legacy LanzaTech. The PIPE Investment was consummated in connection with the consummation
of the Business Combination.
|
7 |
PROPOSAL 1
ELECTION OF DIRECTORS
Overview
Our Board currently consists of six directors and is divided into
three classes, designated Class I, Class II and Class III. Each class consists, as nearly as possible, of one-third of the total number
of directors constituting the entire Board and each class has a three-year term. At each annual meeting of stockholders, the successors
to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting
following election.
Our Second Amended and Restated Certificate of Incorporation (the
“Certificate of Incorporation”) provides that the authorized number of directors may be changed only by resolution of the
Board. Directors may be removed only for cause by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66
2/3%) of the votes that all our stockholders would be entitled to vote generally in an election of directors voting together as a single
class. Any vacancy on the Board, including a vacancy resulting from an enlargement of the Board, may be filled only by vote of a majority
of our directors then in office, even if less than a quorum. Each director so chosen shall hold office until the next election of the
class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.
At this Annual Meeting, the term of our current Class I directors, Nigel
Gormly and Dr. Jennifer Holmgren, will expire. Previously, Mr. Nimesh Patel served as a Class I director; however, on April 25, 2024,
Mr. Patel tendered his resignation from the Board of Directors effective immediately. We wish to thank Mr. Patel for his service to the
Board and the Company. As a result, only Mr. Gormly and Dr. Holmgren have been nominated for re-election at the Annual Meeting.
Our stockholders will vote for the Class I director nominees listed
above to serve until our 2027 Annual Meeting of Stockholders and until such director’s successor has been elected and qualified,
or until such director’s earlier death, resignation or removal. The members of the Board who are Class II and Class III directors
will be considered for nomination for election in 2025 and 2026, respectively.
Nominees for Election as Class I Directors with
Terms Expiring in 2027
The nominees listed below have been recommended by the Nominating
and Governance Committee to be elected to serve as Class I directors. There are no family relationships among our directors or executive
officers. If any director nominee is unable or declines to serve as a director, the Board may designate another nominee to fill the vacancy
and the proxy will be voted for that nominee.
Nigel Gormly has served as a director since the Business
Combination and previously served as a director of Legacy LanzaTech from 2014 until the Business Combination. Mr. Gormly has served as
the Founder and Director of Waihou Capital since 2019. Since 2020, he has also served as Chief Investment Officer of Toha Foundry, a fin-tech
company creating a global marketplace with climate and environmental impact at its heart to enable the true value of impact to be recognized
and traded in the market, enabling impact investment to be unleashed at scale. Mr. Gormly previously served as Head of International Direct
Investment for the New Zealand Superannuation Fund, New Zealand’s sovereign wealth fund, from 2013 to 2019, where he was primarily
responsible for the Fund’s direct investments in energy, infrastructure and expansion capital as well as leading the Fund’s
collaboration efforts with global investment partners. Prior to joining the New Zealand Superannuation Fund, Mr. Gormly spent 10 years
with Fonterra, where he held a number of strategic development and commercial leadership roles, most recently as General Manager of Commercial
Ventures. Mr. Gormly’s early career was focused on M&A and corporate finance advisory based in London, with assignments throughout
Asia, Latin America and Europe. He has also served on the board of View, Inc. (Nasdaq: VIEW) since 2015. A Chartered Financial Analyst,
Mr. Gormly holds a Graduate Diploma in Finance, and a B.Sc. and a B.Com. from the University of Auckland.
We believe that Mr. Gormly is qualified to serve as a director
based on his extensive experience in the venture capital and investment banking industries. Mr. Gormly was nominated as a director on
the board of directors of Legacy LanzaTech by the New Zealand Superannuation Fund.
|
8 |
Jennifer Holmgren, Ph.D. has served as our Chief
Executive Officer and as a director since the Business Combination, and previously served as Chief Executive Officer and as a director
of Legacy LanzaTech from 2010 until the Business Combination. Previously, she served as Vice President and General Manager of the Renewable
Energy and Chemicals business unit at UOP LLC, a Honeywell Company, where she held various commercial and technical leadership positions
from 1987-2010. In 2003, she was the first woman awarded the Malcolm E. Pruitt Award from the Council for Chemical Research (CCR). In
2010, she was the recipient of the Leadership Award from the Commercial Aviation Alternative Fuels Initiative (CAAFI) for her work in
establishing the technical and commercial viability of sustainable aviation biofuels. In 2015, Dr. Holmgren and her team at Legacy
LanzaTech were awarded the U.S. Environmental Protection Agency Presidential Green Chemistry Award, and Dr. Holmgren was awarded
the BIO Rosalind Franklin Award for Leadership in Industrial Biotechnology. Sustainability magazine, Salt, named Dr. Holmgren as
the world’s most compassionate businesswoman in 2015. In October 2015, Dr. Holmgren was awarded the Outstanding Leader
Award in Corporate Social Innovation from the YWCA Metropolitan Chicago. The Digest named Dr. Holmgren #1 of the 100 most influential
leaders in the Bioeconomy in 2017 and awarded her the Global Bioenergy Leadership Award in 2018 and the 2020 William C. Holmberg Award
for Lifetime Achievement in the Advanced Bioeconomy. Dr. Holmgren was also the 2018 recipient of the AIChE Fuels & Petrochemicals
Division Award. In 2021, she received the Edison Achievement Award for making a significant and lasting contribution to the world of innovation,
and the Prix Voltaire Award, awarded by the Prix Voltaire International Foundation, which award is based on the 17 sustainable development
goals initiated by the United Nations. In 2022, she was included in ICIS’s Top 40 Power Players ranking. Dr. Holmgren has an
honorary doctorate from Delft University of Technology. Dr. Holmgren is the author or co-author of 50 U.S. patents and more than
30 scientific publications and is a member of the National Academy of Engineering. She is on the Governing Council for the Bio Energy
Research Institute in India, which was established by the Department of Biotechnology, Indian Government, and IndianOil Corporation. Dr. Holmgren
also sits on the Advisory Council for the Andlinger Center for Energy and the Environment at Princeton University, the Halliburton Labs
Advisory Board, the Universiti Teknologi PETRONAS International Advisory Council, and the Founder Advisory for The Engine, a venture capital
fund built by MIT that invests in early-stage science and engineering companies. Dr. Holmgren holds a Ph.D. from the University of
Illinois at Urbana-Champaign in Inorganic Materials Synthesis, an M.B.A. from the Booth School of Business at the University of Chicago
and a B.Sc. from Harvey Mudd College in Chemistry.
We believe that Dr. Holmgren is qualified to serve as a director
based on her extensive industry experience and her status as an internationally recognized expert in the development and commercialization
of fuels and chemical technologies in the energy sector.
Vote Required and Board Recommendation
The affirmative vote of a plurality of the votes cast in person, including
by means of remote communication, or by proxy at the Annual Meeting is required to elect Mr. Gormly and Dr. Holmgren as Class I directors
to serve until the 2027 Annual Meeting of Stockholders. A “plurality” means, with regard to the election of directors, that
the nominee for director receiving the greatest number of “FOR” votes from the votes cast at the Annual Meeting will be elected.
Abstentions and broker non-votes will have no effect on the outcome of this proposal.
THE BOARD RECOMMENDS A VOTE “FOR” THE
ELECTION OF EACH CLASS I DIRECTOR NOMINEE. |
Incumbent Class II Directors with Terms Expiring in 2025
Barbara Byrne has served as a director since the
Business Combination. Ms. Byrne is the former Vice Chairman, Investment Banking at Barclays PLC, where she worked until 2018. During her
more than 35 years of financial services experience, Ms. Byrne served as team leader for some of Barclays’ most important multinational
corporate clients and was the primary architect of several of Barclays’ marquee transactions. She is a member of various industry
councils and participates as a forum leader on strategic issues and trends facing the financial services sector and global markets. Ms.
Byrne has served as a director of Paramount Global since 2018, Hennessy Capital Investment Corp. V and PowerSchool, Inc. since 2021, and
as a director of Slam Corp (2021-2023).
|
9 |
Ms. Byrne holds a B.A. in Economics from Mount Holyoke College.
We believe that Ms. Byrne is qualified to serve as a director based on her extensive experience in the investment banking industry and
her business and financial expertise.
Gary Rieschel has served as a director since the
Business Combination, and previously served as a director of Legacy LanzaTech from 2010 until the Business Combination. Mr. Rieschel has
served as the Founder and Managing Partner of Qiming Venture Partners since 2005, when he founded the venture capital firm. Qiming Venture
Partners primarily invests in the technology and consumer and healthcare industries, and has over $9 billion in assets under management.
Prior to founding Qiming Venture Partners, Mr. Rieschel was a senior executive at Intel, Sequent Computer, Cisco Systems, and Softbank
Corporation. Mr. Rieschel has in total 27 years of experience as a venture capital investor.
Mr. Rieschel holds a B.A. in Biology from Reed College and an M.B.A.
from Harvard Business School. We believe that Mr. Rieschel is qualified to serve as a director based on his business experience and 27
years of experience in the venture capital industry. Mr. Rieschel was nominated as a director on the board of directors of Legacy LanzaTech
by Qiming Venture Partners.
Incumbent Class III Directors with Terms Expiring
in 2026
Dorri McWhorter has served as a director since the
Business Combination. Ms. McWhorter has served as the President and Chief Executive Officer of YMCA of Metropolitan Chicago since 2021.
From 2011 to 2021, Ms. McWhorter served as the Chief Executive Officer of YWCA of Metropolitan Chicago. Prior to joining the YWCA, she
was a partner at Crowe Horwath, LLP, and also held senior positions with Snap-on Incorporated and Booz Allen Hamilton. Ms. McWhorter is
a former licensed certified public accountant and currently sits on the Financial Accounting Standards Advisory Council. Ms. McWhorter
has served as a director of Lifeway Foods, Inc. since 2020, and also serves on the boards of William Blair Funds and Skyway Concession
Company.
Ms. McWhorter holds a Bachelor of Business Administration degree
from the University of Wisconsin- Madison, an M.B.A. from Northwestern University’s Kellogg School of Management, and an honorary
Doctor of Humane Letters from Lake Forest College. We believe that Ms. McWhorter is qualified to serve as a director based on her experience
as a chief executive officer and her business and financial expertise.
Jim Messina has served as a director since the Business
Combination and previously served as a director of Legacy LanzaTech from 2013 until the Business Combination. Mr. Messina has served as
the President and CEO of The Messina Group, a strategic consulting firm specializing in advising political leaders, corporations, and
advocacy organizations, since 2013. Previously, Mr. Messina served as White House Deputy Chief of Staff to President Barack Obama from
2009 to 2011 and was Campaign Manager for President Obama’s 2012 re-election campaign. Previously, Mr. Messina served as Chief of
Staff for various Senate and House offices on Capitol Hill where he worked to pass key legislation. Mr. Messina serves on the boards of
several private companies including Blockchain.com, Fortera, Vectra.ai, the United States Soccer Foundation, and the Montana Land Reliance.
Mr. Messina is a graduate of the University of Montana where he earned a B.A. in political science and journalism.
We believe that Mr. Messina is qualified to serve as a director
based on his corporate advisory expertise and his extensive experience in executive management.
|
10 |
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The Audit Committee has appointed Deloitte & Touche LLP as
our independent registered public accounting firm for the fiscal year ending December 31, 2024 and urges you to vote for the ratification
of Deloitte & Touche LLP’s appointment. Deloitte & Touche LLP has served as our independent registered public accounting
firm since the fiscal year ended December 31, 2016. Stockholder ratification of the appointment of Deloitte & Touche LLP as our independent
registered public accounting firm is not required by our Certificate of Incorporation our Bylaws (“Bylaws”) or otherwise.
However, the Board is submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification as a matter of good
corporate governance. If the stockholders do not ratify the selection, the Board and the Audit Committee will reconsider whether or not
to retain Deloitte & Touche LLP. Even if the selection is ratified, the Board and the Audit Committee may, in their discretion, direct
the appointment of a different independent registered public accounting firm at any time during the year if they determine that such a
change would be in the best interests of our Company and our stockholders.
We expect representatives of Deloitte & Touche LLP to virtually
attend the Annual Meeting and be available to respond to appropriate questions by stockholders. Additionally, the representatives of Deloitte
& Touche LLP will have the opportunity to make a statement if they so desire.
Principal Accountant Fees and Services
The following table presents the aggregate fees billed or accrued for
professional services rendered by Deloitte & Touche LLP during the last two fiscal years:
| Type |
|
2023 |
|
2022 |
| Audit Fees |
|
$ |
2,409,666 |
|
$ |
2,908,499 |
| Audit-Related Fees |
|
|
– |
|
|
– |
| Tax Fees |
|
|
– |
|
|
– |
| All Other Fees |
|
|
68,805 |
|
|
– |
| Total Fees |
|
$ |
2,478,471 |
|
$ |
2,908,499 |
Audit Fees - These fees are associated with professional
services rendered for the audit of our consolidated financial statements, audit of the Company’s internal controls over financial
reporting in 2023, reviews of our quarterly financial statements, and services that are normally provided by the independent auditor in
connection with statutory and regulatory filings made by the Company. 2022 audit fees also include services related to the reviews under
PCAOB standards of our 2021 comparative quarterly financial statements which the Company prepared for a first time in 2022.
All Other Fees – These fees are associated
with a preliminary gap assessment of the Company’s internal controls over financial reporting.
Audit Committee’s Pre-Approval Policies and Procedures
Before our independent registered public accounting firm is engaged
by us to render audit or non-audit services, each such engagement is approved by our Audit Committee. From time to time, our Audit Committee
may pre-approve specified types of services that are expected to be provided to us by our registered public accounting firm during the
next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally
subject to a maximum dollar amount. The Audit Committee pre-approved all services performed by, and fees paid to, our independent registered
public accounting firm during fiscal years 2023 and 2022.
Our Audit Committee may delegate the authority to approve any audit
or non-audit services to be provided to us by our registered public accounting firm to one or more subcommittees (including a subcommittee
consisting of a single member). Any approval of services by a subcommittee of our Audit Committee pursuant to this delegated authority
is reported at the next meeting of our Audit Committee.
|
11 |
Vote Required and Board Recommendation
Stockholder ratification of Deloitte & Touche LLP as our independent
registered public accounting firm requires the affirmative vote of a majority of the shares of common stock present in person, including
by means of remote communication, or represented by proxy and entitled to vote at the Annual Meeting. Abstentions will be treated as shares
present and entitled to vote and will therefore have the same effect as a vote against this proposal.
THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024. |
AUDIT COMMITTEE REPORT
The Audit Committee assists the Board with its oversight responsibilities
regarding the Company’s financial reporting process. The Company’s management is responsible for the preparation, presentation
and integrity of the Company’s financial statements and the reporting process, including the Company’s accounting policies,
internal control over financial reporting and disclosure controls and procedures. Deloitte & Touche LLP, the Company’s independent
registered public accounting firm, is responsible for performing an audit of the Company’s financial statements.
We have reviewed and discussed with management and Deloitte &
Touche LLP the Company’s audited financial statements. We discussed with Deloitte & Touche LLP the overall scope and plans of
their audit. We met with Deloitte & Touche LLP, with and without management present, to discuss the results of its examinations, its
evaluation of the Company’s internal controls, and the overall quality of the Company’s financial reporting.
With regard to the fiscal year ended December 31, 2023, the Audit
Committee has (i) reviewed and discussed with management the Company’s audited consolidated financial statements as of December
31, 2023, and for the year then ended; (ii) discussed with Deloitte & Touche LLP the matters required by the applicable requirements
of the Public Company Accounting Oversight Board (PCAOB) and the SEC; (iii) received the written disclosures and the letter from Deloitte
& Touche LLP required by applicable requirements of the PCAOB regarding Deloitte & Touche LLP’s communications with the
Audit Committee concerning independence; and (iv) discussed with Deloitte & Touche LLP their independence.
Based on the review and discussions described above, the Audit
Committee recommended to the Board that the Company’s audited financial statements be included in the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2023, for filing with the SEC.
Respectfully submitted,
AUDIT COMMITTEE
Dorri McWhorter, Chair
Barbara Moakler Byrne
Nigel Gormly
|
12 |
PROPOSAL 3
ADVISORY VOTE TO APPROVE THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS
Pursuant to Section 14A of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), we are providing our stockholders the opportunity to vote on a non-binding, advisory resolution,
commonly known as a “say-on-pay” vote, to approve the compensation of our named executive officers as described in this proxy
statement in the compensation tables in the section entitled “Executive Compensation” and any related narrative discussion
contained in this proxy statement. This will be our first “say-on-pay” vote.
This proposal gives our stockholders the opportunity to express
their views on the design and effectiveness of our executive compensation program. While this stockholder vote on executive compensation
is an advisory vote that is not binding on our Company or the Board, we value the opinions of our stockholders and will consider the outcome
of the vote when making future compensation decisions. The advisory vote to approve the compensation of our named executive officers requires
the affirmative vote of a majority of the shares of common stock present, including by means of remote communication, or represented by
proxy and entitled to vote at the Annual Meeting. The Board and the Compensation Committee will consider the outcome of this vote when
making future compensation decisions for our named executive officers.
We encourage stockholders to read the sections titled “Compensation
Discussion and Analysis” and “Executive Compensation” in this proxy statement, including the compensation tables and
the related narrative disclosure, which describes the structure and amounts of the compensation of our named executive officers in fiscal
year 2023. The compensation of our named executive officers is designed to enable us to attract and retain talented and experienced executives
to lead us successfully in a competitive environment. The Compensation Committee and the Board believe that our executive compensation
strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our named executive
officers to dedicate themselves fully to value creation for our stockholders.
Accordingly, the following resolution will be submitted for a stockholder
vote at the Annual Meeting:
“RESOLVED, that the stockholders approve, on an advisory
and non-binding basis, the compensation of our named executive officers, as disclosed in this proxy statement pursuant to Item 402 of
Regulation S-K, including the compensation tables and narrative discussion in this proxy statement.”
Vote Required and Board Recommendation
This vote is not intended to address any specific element of compensation,
but rather the overall compensation of our named executive officers and the compensation philosophy, policies and practices described
in this proxy statement. Approval of the above resolution requires the affirmative vote of a majority of the shares of common stock present
in person, including by means of remote communication, or represented by proxy and entitled to vote at the Annual Meeting. Abstentions
will be treated as shares present and entitled to vote and will therefore have the same effect as a vote against this proposal. Broker
non-votes will have no effect on the outcome of this proposal.
THE BOARD RECOMMENDS A VOTE “FOR” THE ADVISORY VOTE TO APPROVE THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
|
13 |
PROPOSAL 4
ADVISORY VOTE ON THE FREQUENCY OF FUTURE
ADVISORY VOTES TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
At least every six years, we are required under Section 14A of
the Exchange Act to hold a separate non-binding, advisory shareholder vote with respect to the frequency of future votes we will hold
on “say on pay” proposals. Companies must give stockholders the choice of whether to cast an advisory vote on the “say
on pay” proposal every year, every two years or every three years (commonly known as the “say on pay” frequency vote).
The Board of Directors recommends that stockholders vote to hold
an advisory vote on executive compensation on an annual basis. This recommendation is based upon the premise that the Board of Directors
and the Compensation Committee evaluate executive compensation policies on an annual basis, and an annual vote would provide more direct
stockholder input on the Board of Directors and the Compensation Committee’s decision making. The Board of Directors also believes
that giving our stockholders the right to cast an advisory vote every year on their approval of the compensation arrangements of our named
executive officers is a good corporate governance practice. If such vote takes place less frequently, the Compensation Committee may not
be able to effectively address concerns and feedback from stockholders in a timely manner and may not allow us to fully understand which
policies are most supported by our stockholders.
Vote Required and Board Recommendation
You may cast your vote on your preferred voting frequency by choosing
one year, two years, three years or abstaining from voting when you vote in response to this proposal. The voting frequency option that
receives the highest number of votes cast by stockholders will be deemed the frequency that has been selected by stockholders. However,
because this vote is advisory and not binding on the Board of Directors or the Company in any way, the Board of Directors may decide that
it is in the best interests of our Company and our stockholders to hold an advisory vote on executive compensation more or less frequently
than the option approved by our stockholders. Abstentions and broker non-votes will have no effect on the outcome of this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR A FREQUENCY OF “ONE YEAR”
FOR FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
|
14 |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
General
This section describes key corporate governance guidelines and
practices that we have adopted. Complete copies of our Corporate Governance Overview, the charters of the committees of the Board and
our Code of Conduct and Ethics described below may be viewed on our website at https://ir.lanzatech.com/ under the heading “Corporate
Governance” and the sub-heading “Documents & Charters.” You can also request a copy of any of these documents free
of charge by writing to LanzaTech Global, Inc., 8045 Lamon Avenue, Suite 400, Skokie, Illinois 60077, Attn: Corporate Secretary.
Board Composition
The Board directs the management of our business and affairs, as provided
by Delaware law, and conducts its business through meetings of the Board and its standing committees. There are currently six directors
currently serving on the Board. Dr. Holmgren serves as chair of the Board. The primary responsibilities of the Board are to provide the
Company with risk oversight and strategic guidance and to counsel and direct management. The Board meets on a regular basis and will convene
additional meetings, as required.
The Board is divided into three classes, with only one class of
directors being elected in each year and each class serving a three-year term. Thus, at each annual meeting of stockholders, a class of
directors will be elected for a three-year term to succeed the class whose term is then expiring.
Independence of Directors
As required by Nasdaq listing standards, a majority of the members
of the Board must qualify as “independent,” as affirmatively determined by the Board. The Board consults with legal counsel
to ensure that its determinations are consistent with all relevant securities and other laws and regulations regarding the definition
of “independent,” including those set forth in the applicable Nasdaq listing standards.
We adhere to the rules of Nasdaq in determining whether a director
is independent. The Nasdaq listing standards generally define an “independent director” as a person who is not an executive
officer or employee, or who does not have a relationship which, in the opinion of the company’s board of directors, would interfere
with the exercise of independent judgment in carrying out his or her responsibilities as a director. The Board has determined that Nigel
Gormly, Barbara Byrne, Jim Messina, Dorri McWhorter and Gary Rieschel are independent directors of the Company. Our independent directors
have regularly scheduled meetings at which only independent directors are present.
Board Leadership Structure and Role in Risk Oversight
The Board recognizes that the leadership structure and combination
or separation of the Chief Executive Officer and Chairperson roles is driven by the needs of the Company at any point in time. As a result,
no policy exists requiring combination or separation of leadership roles, and our governing documents do not mandate a particular structure.
This has allowed the Board the flexibility to establish the most appropriate structure for the Company at any given time.
The Board oversees the risk management activities designed and
implemented by its management. The Board does not have a standing risk management committee, but rather executes its oversight responsibility
both directly and through its standing committees. The Board also considers specific risk topics, including risks associated with our
strategic initiatives, business plans and capital structure. Our management, including our executive officers, are primarily responsible
for managing the risks associated with the operation and business of the Company and providing appropriate updates to the Board and the
Audit Committee. The Board delegates to the Audit Committee oversight of its risk management process, and the other Board committees also
consider risks as they perform their respective committee responsibilities. All committees of the Board report to the Board as appropriate,
including, but not limited to, when a matter rises to the level of a material or enterprise risk.
|
15 |
The Board recognizes the importance of appointing a strong lead
independent director to maintain a counterbalancing structure to ensure the Board functions in an appropriately independent manner. Jim
Messina serves as our lead independent director. Our lead independent director’s responsibilities include, among other things:
| · | presiding at all meetings of the Board in the absence of,
or upon the request of, the Chairperson of the Board; |
| · | lead regular executive sessions of the independent members
of the Board; |
| · | call special meetings of the Board as necessary to address
important or urgent issues affecting the Company; |
| · | call meetings of the non-employee or independent members
of the Board, with appropriate notice; |
| · | advise the Nominating and Governance Committee and the
Chairperson of the Board on the membership of the various Board committees and the selection of committee chairpersons; |
| · | serve as principal liaison between the non-employee and
independent members of the Board, as a group, and the Chief Executive Officer and the Chairperson of the Board, as necessary; |
| · | engage when necessary and appropriate, after consultation
with the Chairperson of the Board and the Chief Executive Officer, as the liaison between the Board and our stockholders and other stakeholders;
and |
| · | foster open dialogue and constructive feedback among the
independent directors. |
Board Meetings and Annual Stockholders Meetings
We keep our directors informed of our business at meetings and
through reports and analyses presented to the Board and the Board committees. Regular communications between our directors and management
also occur apart from meetings of the Board and Board committees. During 2023, there were five meetings of the Board. Each director attended
at least 75% of the aggregate number of the total number of meetings of the Board (held during the period for which he or she has been
a director) and the total number of meetings of the Board committees on which he or she served (during the periods that he or she served).
While we do not have a formal policy requiring our directors to attend stockholder meetings, directors are invited and encouraged to attend
all meetings of stockholders. Our 2024 Annual Meeting is our first meeting as a public company.
Information Regarding Board Committees
The Board has an Audit Committee, a Nominating and Governance Committee
and a Compensation Committee. In addition, from time to time, special committees may be established under the direction of the Board when
necessary to address specific issues. Copies of each board committee’s charter are posted on our website at https://ir.lanzatech.com/
under the heading “Corporate Governance” and the sub-heading “Documents & Charters.” The following table provides
membership as of April 29, 2024 and meeting information for 2023 for each of the Board committees.
| Name |
|
Audit
Committee |
|
Compensation
Committee |
|
Nominating and
Corporate
Governance
Committee |
| Nigel Gormly |
|
 |
|
|
|
|
| Dorri McWhorter |
|
 |
|
|
|
|
| Jim Messina |
|
|
|
|
|
|
| Barbara Moakler Byrne |
|
|
|
|
|
|
| Gary Rieschel |
|
|
|
|
|
|
| Total Meetings Held in 2023 |
|
8 |
|
4 |
|
4 |
– Chairperson
–
Member
|
16 |
Below is a description of each committee of the Board. Each of
the committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.
The Board has determined that each member of each committee meets the applicable rules and regulations regarding “independence”
and that each member is free of any relationship that would interfere with his or her individual exercise of independent judgment with
regard to the Company.
Audit Committee
The Audit Committee consists of Barbara Byrne, Nigel Gormly and
Dorri McWhorter. Dorri McWhorter serves as the chairperson of the Audit Committee. Each of Barbara Byrne, Nigel Gormly and Dorri McWhorter
is independent under Nasdaq listing standards and Rule 10A-3 of the Exchange Act. Each member of the Audit Committee is financially
literate. Dorri McWhorter is an “audit committee financial expert” within the meaning of SEC regulations.
The Audit Committee has the following responsibilities, among others,
as set forth in the Audit Committee charter:
| · | selecting a firm to serve as the independent registered
public accounting firm to audit the Company’s financial statements; |
| · | ensuring the independence of the independent registered
public accounting firm; |
| · | discussing the scope and results of the audit with the
independent registered public accounting firm and reviewing, with management and that firm, the Company’s interim and year-end operating
results; |
| · | establishing procedures for employees to anonymously submit
concerns about questionable accounting or audit matters; |
| · | considering the adequacy of the Company’s internal
controls; |
| · | reviewing material related party transactions or those
that require disclosure; and |
| · | pre-approving audit and non-audit services to be performed
by the independent registered public accounting firm. |
Nominating and Governance Committee
The Nominating and Governance Committee consists of Nigel Gormly,
Dorri McWhorter and Jim Messina. Jim Messina serves as the chairperson of the Nominating and Governance Committee. Each of Nigel Gormly,
Dorri McWhorter and Jim Messina is independent under Nasdaq listing standards.
The Nominating and Governance Committee has the following responsibilities,
among others, as set forth in the Nominating and Governance Committee’s charter:
| · | identifying and recommending candidates for membership
on the Board; |
| · | reviewing and recommending our corporate governance guidelines
and policies; |
| · | overseeing the process of evaluating the performance of
the Board; |
| · | assisting the Board on corporate governance matters; and |
| · | reviewing proposed waivers of our Code of Conduct and Ethics
for directors and executive officers. |
Compensation Committee
The Compensation Committee consists of Barbara Byrne, Jim Messina
and Gary Rieschel. Gary Rieschel serves as the chairperson of the Compensation Committee. Each of Barbara Byrne, Jim Messina and Gary
Rieschel is independent under applicable SEC rules and Nasdaq listing standards and a “non-employee director” as defined
in Rule 16b-3 promulgated under the Exchange Act.
|
17 |
The Compensation Committee has the following responsibilities,
among others, as set forth in the Compensation Committee’s charter:
| · | reviewing and approving, or recommending that the Board
approve, the compensation of executive officers; |
| · | reviewing and recommending to the Board the compensation
of its directors; |
| · | administering the Company’s stock and equity incentive
plans; |
| · | reviewing and approving, or making recommendations to the
Board with respect to, incentive compensation and equity plans; and |
| · | reviewing our overall compensation philosophy. |
Board Diversity
We are committed to diversity and inclusion, and the highly
diverse nature of our Board reflects that commitment. We believe that a variety of experiences and points of view contributes to a more
effective decision-making process.
The below Board Diversity Matrix reports self-identified diversity
statistics for the Board in the format required by Nasdaq’s rules.
| Board Diversity Matrix (as of April 29, 2024) |
| Total Number of Directors: 6 |
| |
Female |
Male |
Non-Binary |
Did Not
Disclose Gender |
| Directors |
3 |
3 |
0 |
0 |
| Demographic Background: |
| African American or Black |
1 |
– |
– |
– |
| Asian |
– |
– |
– |
– |
| Hispanic or Latinx |
1 |
– |
– |
– |
| White |
1 |
3 |
– |
– |
| LGBTQ+ |
– |
– |
– |
– |
Consideration of Director Nominees
Director Qualifications
There are no specific minimum qualifications that the Board
requires to be met by a director nominee recommended for a position on the Board, nor are there any specific qualities or skills that
are necessary for one or more members of the Board to possess, other than as are necessary to meet the requirements of the rules and regulations
applicable to us. The Nominating and Governance Committee considers a potential director candidate’s experience, areas of expertise
and other factors relative to the overall composition of the Board and its committees, including the following characteristics: experience,
judgment, commitment (including having sufficient time to devote to the Company), skills, diversity and expertise appropriate for the
Company. In assessing potential directors, the Nominating and Governance Committee may consider the current needs of the Board and the
Company to maintain a balance of knowledge, experience and capability in various areas.
Stockholder Nominations
The Nominating and Governance Committee will consider director
candidates recommended by our stockholders. The Nominating and Governance Committee does not intend to alter the manner in which it evaluates
candidates, including the criteria set forth above, based on whether a candidate was recommended by a stockholder or not. Stockholders
who wish to recommend individuals for consideration by the Nominating and Governance Committee to become nominees for election to the
Board at an annual meeting of stockholders must do so by delivering a written recommendation to the Nominating and Governance Committee
c/o LanzaTech Global, Inc., 8045 Lamon Avenue, Suite 400, Skokie, Illinois 60077, Attn: Corporate Secretary, by the time period set forth
in our Bylaws. See “Stockholder Proposals and Director Nominations.”
|
18 |
Each written recommendation must set forth, among other information
as set forth in our Bylaws:
| · | the proposed nominee’s name, age, business address
and residence address; |
| · | the proposed nominee’s principal occupation or employment; |
| · | the class or series and number of shares of capital stock
of the Company that are owned beneficially or of record by the proposed nominee; |
| · | any other information relating to the proposed nominee
that would be required to be disclosed in a proxy statement or other filings required to be made in connection with the solicitation of
proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; |
| · | the name and record address of the stockholder submitting
the recommendation as they appear on our books and the name and address of the beneficial owner, if any, on whose behalf the nomination
is made; |
| · | the class or series and number of shares of capital stock
of the Company that are owned beneficially and of record by the stockholder submitting the recommendation and the beneficial owner, if
any, on whose behalf the nomination is made; |
| · | a description of all arrangements or understandings relating
to the nomination to be made by the stockholder submitting the nomination among such stockholder, the beneficial owner, if any, on whose
behalf the nomination is made, each proposed nominee and any other person or persons (including their names); |
| · | a representation that the stockholder submitting the recommendation
(or a qualified representative of such stockholder) intends to appear in person or by proxy at the meeting to nominate the proposed nominee; |
| · | a representation whether such stockholder intends or is
part of a group which intends (i) to solicit proxies or votes in support of such proposed nominees or nomination in accordance with Rule
14a-19 promulgated under the Exchange Act, and (ii) to deliver a proxy statement and/or form of proxy to holders of at least the percentage
of the Company’s outstanding capital stock required to approve or adopt the proposal or elect the proposed nominee; |
| · | the names and addresses of other stockholders (including
beneficial and stockholders of record) known by the proposing stockholder and beneficial owner, if any, to support the nomination or other
business, and to the extent known, the number of shares of the Company’s common stock owned beneficially or of record by such other
stockholders; and |
| · | any other information relating to such stockholder and
the beneficial owner, if any, on whose behalf the nomination is made that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder. |
Such notice must be accompanied by a written consent of each proposed
nominee to being named as a nominee and to serve as a director if elected. Stockholders are advised to review our Bylaws, which contain
the full requirements with respect to director nominations.
If a proposed director candidate is recommended by a stockholder
in accordance with the procedural requirements discussed above, the Company’s Corporate Secretary will provide the foregoing information
to the Nominating and Governance Committee.
|
19 |
Evaluating Nominees for Director
Our Nominating and Governance Committee considers director candidates
that are suggested by members of the committee, other members of the Board, members of management, advisors and our stockholders who submit
recommendations in accordance with the requirements set forth in our Bylaws, as described above. The Board has in the past engaged a third-party
search firm to identify potential candidates for consideration by the Nominating and Governance Committee and election to the Board. The
Nominating and Governance Committee may, in the future, retain third-party search firms to identify Board candidates on terms and conditions
acceptable to the Nominating and Governance Committee to assist in the process of identifying or evaluating director candidates. The Nominating
and Governance Committee evaluates all nominees for director using the same approach whether they are recommended by stockholders or other
sources. The Nominating and Governance Committee reviews candidates for director nominees in the context of the current composition of
the Board and committees, the operating requirements of the Company and the long-term interests of our stockholders. In conducting this
assessment, the Nominating and Governance Committee considers the director nominee’s qualifications, diversity, skills and such
other factors as it deems appropriate given the current needs of the Board, the committees and the Company, to maintain a balance of knowledge,
experience, diversity and capability. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Governance
Committee reviews such directors’ overall service to the Board, the committees and the Company during their term, including the
number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair
such directors’ independence. In the case of new director candidates, the Nominating and Governance Committee will also determine
whether the nominee must be independent for Nasdaq purposes, which determination will be based upon applicable Nasdaq listing standards
and applicable SEC rules and regulations. Although we do not have a formal diversity policy, when considering diversity in evaluating
director nominees, the Nominating and Governance Committee focuses on whether the nominees can contribute varied perspectives, skills,
experiences and expertise to the Board.
The Nominating and Governance Committee will evaluate the proposed
director’s candidacy, including proposed candidates recommended by stockholders, and recommend whether the Board should nominate
the proposed director candidate for election by our stockholders.
Stockholder Communications with the Board
Any stockholder or interested party who desires to contact the
Board, or specific members of the Board, may do so by writing to: LanzaTech Global, Inc., 8045 Lamon
Avenue, Suite 400, Skokie, Illinois 60077, Attn: Corporate Secretary. All such communications will be initially received and processed
by the office of our Corporate Secretary. Communications concerning accounting, audit, internal accounting controls and other financial
matters will be referred to the Chair of the Audit Committee. Other matters will be referred to the Board, the non-employee directors
or individual directors, as appropriate.
The Board has instructed the Corporate Secretary to review all
communications so received and to exercise his discretion not to forward to the Board correspondence that is inappropriate such as business
solicitations, frivolous communications and advertising, routine business matters and personal grievances. However, any director may at
any time request the Secretary to forward any and all communications received by the Secretary but not forwarded to the directors.
Compensation Committee Interlocks and Insider Participation
Our Compensation Committee consists of Barbara Byrne, Jim Messina
and Gary Rieschel. None of the members of the Compensation Committee is currently one of our officers or employees or formerly served
as an officer or employee of the Company, or had any other relationship with the Company requiring disclosure under paragraph 404 of Regulation
S-K. None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of
directors or compensation committee of any entity that has one or more executive officers who is serving as a member of our Board or Compensation
Committee.
|
20 |
Code of Conduct and Ethics
We have adopted a Code of Conduct and Ethics that applies to
all officers, directors and employees. The Code of Conduct and Ethics codifies the business and ethical principles that govern all aspects
of our business, reflecting our commitment to this culture of honesty, integrity and accountability. In addition to following the Code
of Conduct and Ethics, officers, directors and employees are expected to seek guidance in situations where there is a question regarding
compliance issues, whether with the letter or the spirit of our policies and applicable laws. Our Code of Conduct and Ethics applies to
all of the executive officers, directors and employees of LanzaTech and its subsidiaries. We will provide, without charge, upon request,
copies of the Code of Ethics. Our Code of Conduct and Ethics is available on our website. The Company’s website and the information
contained on, or that can be accessed through, such website is not deemed to be incorporated by reference in, and are not considered part
of, this prospectus. The full text of our Code of Conduct and Ethics has been posted on our website at https://ir.lanzatech.com/ under
the heading “Corporate Governance” and the sub-heading “Documents & Charters.” We expect that any amendments
to the code, or any waivers of its requirements, will be disclosed on our website.
Cybersecurity
Risk Management and Strategy
We have implemented a cybersecurity program for assessing, identifying,
and managing cybersecurity risks aligned with the National Institute of Standard and Technology Cybersecurity Framework (NIST CSF) and
where appropriate we have integrated these processes into our enterprise risk management framework. We have implemented administrative,
technical, and physical safeguards designed to protect our information systems and protect the confidentiality, integrity, and availability
of our data. We are continuously working to improve our information technology systems and provide employee awareness training around
phishing, malware, and other cyber risks to enhance our levels of protection.
We engage external parties, such as consultants, to enhance
our cybersecurity oversight as required. We conduct periodic risk assessments to evaluate our cybersecurity posture, including through
annual third-party penetration tests performed by reputable service providers. We conduct risk assessments, as appropriate, on critical
third parties who maintain material data or information to help assess and validate the information security capabilities of these third
parties. We maintain insurance coverage for cybersecurity insurance as part of our overall insurance portfolio. We also have implemented
administrative, technical, and physical safeguards designed to protect our information systems and protect the confidentiality, integrity,
and availability of our data.
Governance Related to Cyber Security Risks
The Audit Committee of the Board of Directors has oversight
of management's efforts with respect to IT systems and cybersecurity. As part of this oversight, our Chief Information Security Officer
(“CISO”) shares quarterly updates regarding any changes around our cybersecurity defenses, ongoing IT initiatives, and emerging
threats and plans to pro-actively address these threats with the Audit Committee. During these meetings, the CISO provides the Audit Committee
updates regarding any changes around our cyber defenses, ongoing IT initiatives, and emerging threats and plans to pro-actively address
these threats. Our Board of Directors has delegated primary responsibility for the oversight of cybersecurity matters to the Audit Committee;
however, the full board reviews significant cybersecurity matters as appropriate. The Audit Committee provides updates to the Board of
Directors on a quarterly basis on the activities that the Audit Committee oversees, including Cybersecurity.
Our Chief Information Security Officer is responsible for strengthening
and continuously monitoring the effectiveness of our cybersecurity program. The individual currently serving in the role of Chief Information
Security Officer has over 30 years of information systems and cybersecurity experience within complex and international business verticals
such as technology, financial services, biotech, and other scientific organizations. He also holds the Certified Information Systems Security
Professional (CISSP) certification. In addition, our cybersecurity steering committee assists in managing certain technical aspects related
to cybersecurity. Our cybersecurity steering committee is informed about and monitor the prevention, detection, mitigation, and remediation
of cybersecurity incidents through monthly meetings and frequent communications. Regular members of the steering committee consists of
participants from the IT infrastructure, Business Systems, AI and Modelling and Scientific Computing teams. Participants from other teams
attend on an as-needed basis.
|
21 |
To date, we have not identified any indication of a cybersecurity
incident that would have a material impact on our business and consolidated financial statements.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors, executive
officers and persons who own more than 10% of our outstanding shares of common stock to file with the SEC reports of their ownership and
changes in their ownership of our common stock. Directors, executive officers and greater-than-ten percent shareholders are also required
to furnish us with copies of all ownership reports they file with the SEC. To our knowledge, based solely on a review of the copies of
such reports furnished to us and representations that no other reports were required, we believe that all filing requirements where complied
with on a timely basis during fiscal 2023, with the exception of: (1) a late Form 3 filing by the Guardians of New Zealand Superannuation;
and (2) a late Form 4 filing by Mr. Messina.
DIRECTOR COMPENSATION
Non-Employee Director Compensation
Non-employee director compensation is determined by the Board,
based on the recommendation of the Compensation Committee. The Board periodically reviews non-employee director compensation to determine
if changes are needed, including by comparing it to non-employee director compensation at peer companies.
Non-employee directors of the Company did not receive any compensation
for their services as directors during 2022. After the completion of the Business Combination, the Board adopted a non-employee director
compensation plan pursuant to which each non-employee director is entitled to receive annual cash compensation of $60,000 and annual incentive
compensation in the form of time-vested restricted stock units (“RSUs”) worth $100,000 for his or her service on the Board.
The target RSU value was converted into a fixed number of RSUs by dividing each director’s target value by $5.00. The closing stock
price on the date of the award was $3.40; therefore the total number of RSUs granted in May 2023 was lower than it would have been if
the target value was divided by the closing share price on the grant date. Additionally, the lead independent director is entitled to
additional annual cash compensation of $30,000, and each member of the Audit Committee, the Compensation Committee, and the Nominating
and Governance Committee is entitled to annual cash compensation of $10,000, $7,500, and $5,000, respectively. The chairperson of each
such committee is entitled to additional annual cash compensation of $10,000, $7,500, and $5,000, respectively.
On May 8, 2023; each of our non-employee directors except Mr. Patel received
an award of 20,000 restricted stock units. These restricted stock units vested on February 8, 2024. Total compensation paid to our non-employee
directors in 2023 was as follows:
| Name |
|
Fees earned
or paid in cash
($) |
|
Stock
Awards1
($) |
|
Total
Compensation
($) |
| Barbara Byrne |
|
77,500.00 |
|
68,000.00 |
|
145,500.00 |
| Gary Rieschel |
|
75,000.00 |
|
68,000.00 |
|
143,000.00 |
| James Messina |
|
107,500.00 |
|
68,000.00 |
|
175,500.00 |
| Dorri McWhorter |
|
85,000.00 |
|
68,000.00 |
|
153,000.00 |
| Nigel Gormly |
|
75,000.00 |
|
68,000.00 |
|
143,000.00 |
| Nimesh Patel(2) |
|
60,000.00 |
|
— |
|
60,000.00 |
| (1) | The amounts reflect the grant date fair value of RSUs, calculated
in accordance with FASB ASC Topic 718 based on the market price of the shares subject to the award on the date of grant. |
| (2) | Mr. Patel resigned as a member of the Board of Directors effective April 25, 2024. |
|
22 |
EXECUTIVE OFFICERS
The following table sets forth certain information about our executive
officers as of April 29, 2024:
| Name |
|
Age |
|
Position(s) |
| Jennifer Holmgren, Ph.D. |
|
63 |
|
Chief Executive Officer and Director |
| Geoff Trukenbrod |
|
51 |
|
Chief Financial Officer |
| Freya Burton |
|
43 |
|
Chief Sustainability Officer |
| Joseph Blasko |
|
57 |
|
General Counsel |
| Michael Köpke |
|
43 |
|
Chief Innovation Officer |
| Aura Cuellar |
|
46 |
|
President and Chief Commercial Officer |
| Chad Thompson |
|
54 |
|
Chief People Officer |
| Robert Conrado, Ph.D. |
|
41 |
|
Chief Technology Officer |
| Zarath Summers, Ph.D. |
|
41 |
|
Chief Science Officer |
Jennifer Holmgren, Ph.D. has served as our Chief
Executive Officer and as a director since the Business Combination, and previously served as Chief Executive Officer and as a director
of Legacy LanzaTech from 2010 until the Business Combination. Previously, she served as Vice President and General Manager of the Renewable
Energy and Chemicals business unit at UOP LLC, a Honeywell Company, where she held various commercial and technical leadership positions
from 1987-2010. In 2003, she was the first woman awarded the Malcolm E. Pruitt Award from the Council for Chemical Research (CCR). In
2010, she was the recipient of the Leadership Award from the Commercial Aviation Alternative Fuels Initiative (CAAFI) for her work in
establishing the technical and commercial viability of sustainable aviation biofuels. In 2015, Dr. Holmgren and her team at the Company
were awarded the U.S. Environmental Protection Agency Presidential Green Chemistry Award, and Dr. Holmgren was awarded the BIO Rosalind
Franklin Award for Leadership in Industrial Biotechnology. Sustainability magazine, Salt, named Dr. Holmgren as the world’s
most compassionate businesswoman in 2015. In October 2015, Dr. Holmgren was awarded the Outstanding Leader Award in Corporate
Social Innovation from the YWCA Metropolitan Chicago. The Digest named Dr. Holmgren #1 of the 100 most influential leaders in the
Bioeconomy in 2017 and awarded her the Global Bioenergy Leadership Award in 2018 and the 2020 William C. Holmberg Award for Lifetime Achievement
in the Advanced Bioeconomy. Dr. Holmgren was also the 2018 recipient of the AIChE Fuels & Petrochemicals Division Award.
In 2021, she received the Edison Achievement Award for making a significant and lasting contribution to the world of innovation, and the
Prix Voltaire Award, awarded by the Prix Voltaire International Foundation, which award is based on the 17 sustainable development goals
initiated by the United Nations. In 2022, she was included in ICIS’s Top 40 Power Players ranking. Dr. Holmgren has an honorary
doctorate from Delft University of Technology. Dr. Holmgren is the author or co-author of 50 U.S. patents and more than 30 scientific
publications and is a member of the National Academy of Engineering. She is on the Governing Council for the Bio Energy Research Institute
in India, which was established by the Department of Biotechnology, Indian Government, and IndianOil Corporation. Dr. Holmgren also
sits on the Advisory Council for the Andlinger Center for Energy and the Environment at Princeton University, the Halliburton Labs Advisory
Board, the Universiti Teknologi PETRONAS International Advisory Council, and the Founder Advisory for The Engine, a venture capital fund
built by MIT that invests in early-stage science and engineering companies. Dr. Holmgren holds a Ph.D. from the University of Illinois
at Urbana-Champaign in Inorganic Materials Synthesis, an M.B.A. from the Booth School of Business at the University of Chicago and a B.Sc.
from Harvey Mudd College in Chemistry.
Geoff Trukenbrod has served as our Chief Financial
Officer since the Business Combination, and previously served as Chief Financial Officer of Legacy LanzaTech from August 2020 until
the Business Combination. Mr. Trukenbrod has over 25 years of experience building and leading companies through rapid expansions,
turnarounds, and exits as an operating executive, equity and debt investor, and director. He led finance and corporate development for
multiple venture and private equity backed businesses in the analytics, biotech, financial services, and social impact industries, including
as the Interim Chief Financial Officer and Strategic Advisor for Pangea, a financial technology company, earlier in 2020; Chief Financial
and Chief Operating Officer of Aginity, a data analytics software company, from 2017 to 2020; Chief Capital Officer and Co-Founder of
social impact technology and capital advisory company Timshel from 2013 to 2016; and Chief Financial and Budget Officer for President
Barack Obama’s 2012 re-election campaign. Mr. Trukenbrod holds an M.B.A. with Honors from the Booth School of Business at the
University of Chicago and a B.A. from Hamilton College.
|
23 |
Freya Burton has served as our Chief Sustainability
Officer since the Business Combination, and previously served as Chief Sustainability Officer of Legacy LanzaTech since 2016. Ms. Burton
served in various other roles at Legacy LanzaTech from 2007 through 2016, including roles in communications, government relations, human
resources and research and development. Ms. Burton holds an M.A. from Corpus Christi College at the University of Cambridge.
Joseph Blasko has served as our General Counsel and
Corporate Secretary since the Business Combination, and previously served as General Counsel and Corporate Secretary of Legacy LanzaTech
since January 2023. From 2011 through 2022, Mr. Blasko led the global legal and compliance department at James Hardie Industries plc,
an Irish-domiciled, NYSE/ASX-listed global building materials company. Prior to joining James Hardie Industries, Mr. Blasko served as
General Counsel of Liebert Corporation, a wholly-owned subsidiary of industrial conglomerate Emerson Electric Co., held senior roles within
the legal department at The Scotts Miracle-Gro Company and practiced law at Vorys Sater Seymour and Pease LLP, with a broad focus on regulatory,
commercial and products liability litigation. Mr. Blasko holds a B.S.F.S. from The Walsh School of Foreign Service at Georgetown University
and a J.D. from the Case Western Reserve School of Law.
Michael Köpke, Ph.D has served as Chief Innovation
Officer since July 2023, and previously served as LanzaTech’s VP Synthetic Biology from January 2020 to July 2023. From 2009 through
January 2020, Dr. Köpke held numerous positions at Legacy LanzaTech, including Director Synthetic Biology, Team Leader Synthetic
Biology and Research Scientist. Dr. Köpke serves as an adjunct faculty at Northwestern University and council member at the Engineering
Biology Research Consortium, where he chairs the roadmapping working group. Dr. Köpke holds a B.S. in Biology and a Ph.D. in Biotechnology
from University of Ulm, and is an awardee of the Presidential Green Chemistry Challenge award for Greener Synthetic Pathways.
Aura Cuellar has served as President since March
1, 2024. Prior to that, Ms. Cuellar served as Executive Vice President of Growth and Strategic Projects from May 2023 to February 2024.
Prior to joining the Company, Ms. Cuellar served as Vice President of Energy Transition for Shell plc in the United States from July 2021
to April 2023. During her 24-year tenure at Shell, Ms. Cuellar held various senior executive global roles, including Head of Projects
and Turnarounds in The Netherlands from June 2016 to June 2021. Ms. Cuellar has extensive experience in the chemical and refinery industry
with a successful track record of strategy development and implementation, establishment of strategic commercial partnerships that create
sustainable revenue pipelines and extensive profit and loss responsibility on five continents, including Europe, Africa, Asia and North
and South America, and include overseeing an annual capital projects portfolio of $500 million. Ms. Cuellar also serves as Honorary Consul
to the Kingdom of The Netherlands in Houston where she contributes to addressing the shared challenges of climate adaptation and resilience,
health and vitality, sustainable mobility, and the energy transition. Originally from Colombia, Ms. Cuellar holds a B.S. in Environmental
and Civil Engineering from Seattle University and an MBA from Western Washington University, and has completed a program in Executive
General Management at INSEAD and the Women on Boards Program at Harvard University.
Chad Thompson has served as Chief People Officer
since the Business Combination, and previously served as Legacy LanzaTech’s Chief People Officer from October 2022 until the Business
Combination. In this role, Mr. Thompson oversees the execution of our global people strategy to support the Company’s global growth.
Prior to joining the Company, Mr. Thompson held various human resources leadership positions during his 24-year tenure at Chevron. Mr.
Thompson holds a BSc. in Management from the University of the West Indies, Barbados and an M.A. in Organizational Management from Fielding
Institute in Santa Barbara, California.
Robert Conrado, Ph.D. has served as Vice President
of Engineering Design and Development since the Business Combination, and previously served as Legacy LanzaTech’s Vice President
of Engineering Design and Development from October 2018 until the Business Combination. Dr. Conrado has held various engineering
leadership roles at the Company since joining in 2013, serving as Director of Engineering Design and Development from 2016 to October 2018
and Manager of Engineering Design and Development from 2015 to 2016. Prior to his tenure at Legacy LanzaTech, Dr. Conrado was a founding
Senior Fellow at the Advanced Research Projects Agency — Energy (ARPA-E) within the U.S. Department of Energy. Dr. Conrado
holds a Ph.D. from Cornell University in Chemical and Biomolecular Engineering and a B.E. from Dartmouth College in Biochemical Engineering.
|
24 |
Zarath Summers, Ph.D. has served as
the Chief Science Officer since July 2023. Prior to joining the Company, Dr. Summers served as Head of BioSciences at ExxonMobil from
2019 to 2022 where she worked to drive the formation of a biosciences division and the development of a corporate research strategy on
Nature Based Solutions and worked to understand the impacts of subsurface microorganisms on underground CO2 sequestration. From 2013 to
2022, Dr. Summers held a variety of scientific and leadership positions at ExxonMobil, all focused on helping to provide biological solutions
for navigating the energy transition. Dr. Summers holds a B.S. in Biology from California State University Northridge and a Ph.D in Microbiology
from the University of Massachusetts and competed her postdoctoral work at the University of Minnesota.
COMPENSATION
DISCUSSION AND ANALYSIS
Introduction
Our 2023 named executive officers (“NEOs”), and their corporate
titles as of December 31, 2023, are as follows:
| 2023 NAMED EXECUTIVE OFFICERS |
| Name |
|
Title |
| Dr. Jennifer Holmgren |
|
Chief Executive Officer |
| Geoff Trukenbrod |
|
Chief Financial Officer |
| Dr. Steven Stanley |
|
Chief Commercial Officer(1) |
| Chad Thompson |
|
Chief People Officer(2) |
| Dr. Zarath Summers |
|
Chief Science Officer(3) |
| (1) | In connection with his transition into retirement, Dr. Stanley
will retire from this role effective April 30, 2024. |
| (2) | Mr. Thompson was our Head of People until August 20, 2023.
He was promoted to Chief People Officer on August 21, 2023. |
| (2) | Dr. Summers was our Vice President of Science until June
30, 2023. She was promoted to Chief Science Officer on July 1, 2023. |
Executive Summary
- In 2023, our first year as a publicly traded company following
the February 8, 2023 closing of the Business Combination, we established a governance process for review and approval of executive officer
compensation. Our Compensation Committee approves:
| o | a public company peer group to collect and report on market
trends in executive and non-employee director compensation, and |
| o | an executive compensation and benefits strategy that aligns
with public company best practice. |
- At the close of the Business Combination, our Compensation Committee
approved updated target compensation packages for our NEOs. These compensation packages were aligned with our executive compensation and
benefits strategy and consistent with public company peer group practices.
- We established a process for granting annual long-term incentive
(“LTI”) awards. Our May 2023 annual LTI awards were a mix of stock options and RSUs. This mix was designed to enhance executive
retention and align our executives with our stockholders’ value growth strategy.
- In recognition of the Business Combination, we provided one-time
performance-based stock awards to our NEOs in May 2023 that vest only upon the achievement of a stock price hurdle within a defined time
period, along with the continued employment of the NEO.
- We adopted an executive compensation recovery policy that requires
us to recover or cancel incentive compensation that is awarded for achievement of financial performance goals that are not met under restated
financial results.
- Our Compensation Committee approved a 2023 annual incentive payment
of 20% of target for our NEOs. This payment reflects the below-target achievement on key financial and operational metrics.
|
25 |
2023 Compensation at a Glance
Following the Business Combination, our NEO target compensation packages
were updated to better reflect typical public company practices consistent with our peer group and to align our executives’ financial
interests with our stockholders.
| Pay Component |
|
2023 Target Compensation Mix
(% of Year-End Target
Total Direct Compensation) (1) |
|
Purpose Within Annual Compensation and Key Features |
| |
CEO |
|
Other NEOs |
|
| Base Salary |
|
16.7% |
|
39.3% |
|
•
Pay what is believed to be necessary to attract and
retain talented executives, and motivate them to meet corporate goals
•
Set near industry norms (with reference to market median
practices), taking into account the individual’s duties and authorities, contributions, and the prior experience and performance
of the individual |
Annual
Incentive
Plan
(“AIP”) |
|
16.7% |
|
23.0% |
|
•
Motivate and reward for the achievement of short-term
business priorities in a manner consistent with company values
•
AIP opportunities are defined as a percentage of base
salary
◦
2023 CEO target AIP opportunity was equal to 100% of
base salary
◦
2023 target AIP opportunities for our other NEOs ranged
from 50% to 70% of salary
•
Company performance for 2023 was evaluated holistically
to determine final AIP payments; goals included employee safety, operational success, financial success (as measured by revenue growth
and EBITDA) and continued process improvement |
Long-Term
Incentive
(“LTI”) |
|
66.7% |
|
37.6% |
|
•
Create an ownership mentality that aligns interests
and compensation with the interests and experience of our long-term stockholders
•
LTI target values are defined as fixed dollar amounts
◦
2023 CEO target LTI award value was equal to $3,000,000
◦
2023 target LTI awards for our other NEOs ranged from
$150,000 to $700,000
•
Granted in the form of time-vested RSUs and market-priced
stock options
•
Both RSUs and stock options vest in equal tranches on
the first, second and third anniversary of the date of grant
•
Options have a ten-year term |
| Benefits |
|
— |
|
— |
|
•
Provide benefits in line with local market practices
generally on the same basis as all other employees – other than supplemental life and accidental death and disability (AD&D)
insurance with a higher multiple of salary in the event of death or disability, we offer no executive-only benefits
•
Benefits include a defined contribution retirement program;
medical, dental and vision insurance; and group life and AD&D insurance |
| (1) | Reflects the sum of annualized base salary as of December
31, 2023, the 2023 target AIP opportunity and the 2023 annualized target LTI opportunity (excluding one-time stock option and PSU awards
tied to the Business Combination and Promotional PSU Awards). |
|
26 |
Compensation Design
Executive Compensation Guiding Principles and Philosophy
We are committed to providing a fair and competitive executive
compensation and benefits package that will attract, retain and reward all members of our high-performing executive team. We are also
committed to providing a total compensation package that ties personal earnings to the attainment of company milestones, and the long-term
achievement of our financial and operational goals.
Our executive compensation and benefit plans
strive to be:
| · | Transparent: Our executives should be able to understand
how we establish their pay. |
| · | Flexible: We support a geographically diverse organization
to accommodate differences and changes in job requirements and job markets. |
| · | Externally Competitive: Our compensation and benefit
decisions reflect pay and contribution rates for comparable jobs within the relevant labor market. Overall, we aim to provide total annual
cash compensation opportunity near the market median for similar benchmark positions. |
| · | Internally Comparable: We will establish pay guidelines
to ensure that similar executive roles jobs have similar long-term earning opportunities. |
| · | Aligned With Performance: We reward both corporate
and individual performance through salary increases, bonuses and long-term incentives, with a particular focus on sharing in long-term
company value gains. |
Cash Compensation: Generally, we position total cash compensation
opportunity (defined as annual base salary plus annual target AIP opportunity) at or below the median of the selected market for talent.
Executives who are newly promoted into their roles may have target cash compensation set below the external market median, with the opportunity
to grow compensation to the median as the employee gains experience in the role. Executives in highly skilled and/or in-demand roles may
be positioned above median in limited circumstances.
Long-Term Incentives: All executives participate in an equity-based
LTI plan. LTI value growth aligns with growth in the valuation and total stockholder return that we provide to our stockholders. Executives
have the opportunity to earn total direct compensation levels above median if target performance goals are met or exceeded and value is
created for our stockholders through increases to our stock price.
Executive Benefits: Executives participate in the Company’s
broad-based benefit plans (retirement and health & welfare). Other than supplemental life and AD&D insurance with a higher multiple
of salary in the event of death or disability, we offer no executive-only benefits.
Use of Market Data
In anticipation of the Business Combination, the Board of Directors
of Legacy LanzaTech worked with management and its executive compensation consultant, Willis Towers Watson (“WTW”), to develop
a compensation peer group to inform decisions on target pay levels and practices following the Business Combination. This was the first
formal compensation peer group developed by the Company. As a newly-public company in a growth industry, a combination of factors were
used in identifying and assessing potential peers, including:
| · | Companies operating in the same or adjacent industry areas
of industrial environmental services; |
| · | Companies listed in the United States who are subject to
similar governance, regulatory, operational and talent considerations; |
| · | Companies with similar revenue and market capitalization
as a multiple of revenue; |
| · | Companies named as compensation peers by our core business
competitors; and |
| · | Other factors including employee headcount and investor
profile. |
|
27 |
As a result of this review, the Legacy LanzaTech Board of Directors approved
the following 17-company peer group.
| Ameresco, Inc. |
Enviva Inc. |
| Amyris, Inc. |
Evoqua Water Technologies Corp. |
| Anaergia Inc. |
FuelCell Energy, Inc. |
| Archaea Energy Inc. |
Gevo, Inc. |
| Bloom Energy Corporation |
Green Plains Inc. |
| Clean Energy Fuels Corp. |
Origin Materials, Inc. |
| Clearway Energy, Inc. |
Pure Cycle Corporation |
| Codexis, Inc. |
TPI Composites, Inc. |
| Danimer Scientific, Inc. |
|
Following the completion of the Business Compensation, in November 2023,
the Compensation Committee re-evaluated this peer group with input from management and WTW. Four peers (Amyris, Anaergia, Archaea Energy,
and Codexis) were removed based on business events including bankruptcy, restructuring and acquisition. Five new peers were added using
the same criteria as above. As a result of this re-evaluation, the Compensation Committee approved the following 18-company peer group
for use in 2024 (new additions in bold).
| Altus Power, Inc. |
Gevo, Inc. |
| Ameresco, Inc. |
Green Plains Inc. |
| Bloom Energy Corporation |
Li-Cycle Holdings Corp. |
| Clean Energy Fuels Corp. |
Montauk Renewables, Inc. |
| Clearway Energy, Inc. |
Montrose Environmental Group, Inc. |
| Danimer Scientific, Inc. |
Origin Materials, Inc. |
| Enviva Inc. |
Pure Cycle Corporation |
| Evoqua Water Technologies Corp. |
Stem, Inc. |
| FuelCell Energy, Inc. |
TPI Composites, Inc. |
The Compensation Committee also evaluated NEO compensation using
broader energy industry data from third-party surveys published by WTW. Where available, all market survey data were size-adjusted to
account for our annual revenue, both current and projected.
The Compensation Committee also considered practices among other
recent newly-public companies of similar market capitalization to the Company, as provided by management and WTW, when considering the
size of its LTI share pool, LTI plan design features and target values for first-year awards.
2023 Named Executive Officer Compensation
Base Salary
Prior to the Business Combination, the Compensation Committee reviewed
all elements of target total compensation for our NEOs, including base salaries, and approved compensation changes that it believed would
align total compensation (defined as the sum of base salary, target AIP award, and target annual LTI award) closer to the median of the
external market for talent.
|
28 |
| NEO |
|
Annual Base Salary Prior to the Business Combination ($) |
|
Annual Base Salary Immediately Following the Business Combination ($) |
|
% Change |
| Dr. Jennifer Holmgren |
|
525,000 |
|
750,000 |
|
43% |
| Geoff Trukenbrod |
|
390,000 |
|
425,000 |
|
9% |
| Dr. Steven Stanley |
|
400,000 |
|
400,000 |
|
0% |
| Chad Thompson |
|
300,000 |
|
300,000 |
|
0% |
| Dr. Zarath Summers |
|
250,000 |
|
285,000 |
|
14% |
All annual base salary increases shown above were effective as
of February 8, 2023.
Other Salary Increases
Mr. Thompson and Dr. Summers received salary increases after the
Business Combination as part of their promotions to executive officer roles, as follows:
| · | In August 2023, Mr. Thompson was promoted from Head of
People to Chief People Officer. As part of the promotion, Mr. Thompson received a salary increase from $300,000 to $305,000. |
| · | In July 2023, Dr. Summers was promoted from VP of Science
to Chief Science Officer. As part of the promotion, Dr. Summers received a salary increase from $285,000 to $305,000. |
Annual Incentive Plan
The AIP provides participants with an opportunity to earn an annual
cash incentive based on a holistic review of financial and operational performance during the year.
The AIP operated on a consistent basis for all NEOs. The following 2023
AIP target opportunities for our NEOs were approved by the Compensation Committee. All 2023 AIP target opportunities were made effective
following the Business Combination except where noted. AIP target values are expressed as a percentage of year-end base salary, and for
calculation purposes were assumed to be in effect for the entirety of 2023. There was no preset maximum bonus opportunity as a percentage
of target for 2023.
| NEO |
|
2023 AIP Target Opportunity
(% of Salary) |
| Dr. Jennifer Holmgren |
|
100% |
| Geoff Trukenbrod |
|
70% |
| Dr. Steven Stanley |
|
70% |
| Chad Thompson(1) |
|
50% |
| Dr. Zarath Summers(2) |
|
50% |
| (1) | Mr. Thompson’s AIP target opportunity was increased
from 35% of salary to 50% of salary in August 2023 as part of his promotion to Chief People Officer. |
| (2) | Dr. Summers’ AIP target opportunity was increased
from 25% of salary to 50% of salary in July 2023 as part of her promotion to Chief Science Officer. |
|
29 |
Company Goals and Performance
Prior to the Business Combination, management established five company-wide
goals that would be used to evaluate performance at the end of 2023 and recommend an AIP payment for the Compensation Committee’s
consideration. There were no preset weights or metrics for each goal. Instead, the Compensation Committee considered Company performance
holistically against these goals and approved a payment that was considered appropriate for the completed fiscal year.
| 2023 Company Goal |
|
Goal Explanation |
|
2023 Performance |
|
Management Evaluation |
| Safety First |
|
Zero lost time injuries |
|
One lost time injury in October 2023 |
|
Off Plan |
| Global Production |
|
•
Grow total installed nameplate capacity by approximately
100% to enable over 300 kilotons per year of waste-based ethanol
•
Grow commercial operations across multiple feedstocks
and geographies including China, Europe, and India |
|
Plants in Europe and India came online in 2023 |
|
Above Plan |
| Commercial Growth |
|
• Meet revenue guidance of $80M-$120M |
|
2023 revenue of $62.6 million |
|
Off Plan |
| Adjusted EBITDA |
|
•
Reduce 2023 adjusted EBITDA loss year-over-year by 10-20%
relative to 2022; (Estimated 2023 adjusted EBITDA guidance of $(55) million to $(65) million
•
Demonstrate a pathway to positive adjusted EBITDA by
the end of 2024 |
|
2023 adjusted EBITDA of $(80.1) million |
|
Off Plan |
| Process Competitiveness |
|
•
Continue to optimize profit per ton of CO2
abatement
•
Demonstrate one or more non-ethanol microbe at scale |
|
Demonstrated IPA at scale |
|
Above Plan |
Earned AIP awards
Based on the achievements described above, the Compensation Committee
approved 2023 payouts to NEOs equal to 20% of the original target amounts. The AIP bonuses targets and amounts paid in March 2024 based
on 2023 performance are as follows:
| NEO |
|
2023 AIP Target
Opportunity
($) |
|
AIP
Achievement
(% of Target) |
|
2023
AIP Payment
($) |
| Dr. Jennifer Holmgren |
|
750,000 |
|
20% |
|
150,000 |
| Geoff Trukenbrod |
|
297,500 |
|
20% |
|
59,500 |
| Dr. Steven Stanley |
|
280,000 |
|
20% |
|
56,000 |
| Chad Thompson |
|
152,500 |
|
20% |
|
30,500 |
| Dr. Zarath Summers |
|
152,500 |
|
20% |
|
30,500 |
|
30 |
Long-Term Incentives
A guiding principle of our executive compensation program is to
pay for performance, and we believe that a significant portion of an NEO’s compensation should be at risk and aligned to company
performance. LTI awards are primary drivers for those principles.
In 2023, we made LTI awards using three different equity vehicles: stock
options, RSUs, and PSUs with both time and performance vesting requirements. The Compensation Committee believes that each of the vehicles
provided serve different purposes and motivate different behaviors, as shown below.
| LTI Vehicle Purpose |
|
Stock
Options |
|
Restricted
Stock Units
(RSUs) |
|
Performance
Share Units
(PSUs) |
Reward for contributions to the Company and the
work associated with the Business Combination |
|
✓ |
|
✓ |
|
✓ |
| Align personal financial interests with investors |
|
✓ |
|
✓ |
|
✓ |
Promote long-term sustainable stockholder value
through stock price growth |
|
✓ |
|
|
|
✓ |
| Encourage long-term employee retention |
|
|
|
✓ |
|
|
| Create an investor ownership mentality |
|
✓ |
|
✓ |
|
✓ |
| Align with at-risk, pay-for-performance best practices |
|
✓ |
|
|
|
✓ |
2023 LTI Grant Terms
The terms for these 2023 LTI awards are as follows:
| · | The stock options and RSUs granted in May 2023 both vest
in three equal annual installments, with such first installment time vesting on March 6, 2024. The stock options have a strike price equal
to the closing price of our common shares on the grant date, and a ten-year term. |
| · | The PSUs granted to Dr. Holmgren, Mr. Trukenbrod and Dr.
Stanley in May 2023 are considered a one-time award tied to the Business Combination and are contingent on satisfying both a performance-based
and a time-based vesting condition. The performance-based vesting condition is satisfied if the average closing price of the Company's
stock reaches $11.50 using any 20-day look-back period, which period may begin no earlier than 151 days following February 8, 2023. The
time vesting condition is met in three equal annual installments, with such first installment time vested on February 10, 2024. Both vesting
conditions must be met by February 10, 2028, or else the PSUs will be forfeited. As of December 31, 2023, the performance-based condition
had not been achieved. |
2023 LTI Grant Target Values
The Compensation Committee established the following target LTI values
for each of our NEOs following the Business Combination. These target LTI values included an annualized target LTI value, which was then
equally split between RSUs and stock options, and a one-time LTI target value, which established the one-time PSU and RSU awards. Executive
officers at the time of the Business Combination, which included Dr. Holmgren, Mr. Trukenbrod and Dr. Stanley, were granted one-time PSUs.
One-time LTI award recipients who were not executive officers at the time of the Business Combination, which included Mr. Thompson and
Dr. Summers, were granted RSUs.
|
31 |
| |
|
2023 Annual LTI Awards Target Value |
|
2023 One-Time
LTI Awards Target Value |
| NEO |
|
Total 2023
Annual LTI
Target Value
($) |
|
2023
Annual RSU
Value
($) |
|
2023
Annual Stock
Option Value
($) |
|
One-Time
PSU Award Value
($) |
|
One-Time
RSU Award Value
($) |
| Dr. Jennifer Holmgren |
|
3,000,000 |
|
1,500,000 |
|
1,500,000 |
|
13,000,000 |
|
0 |
| Geoff Trukenbrod |
|
700,000 |
|
350,000 |
|
350,000 |
|
1,400,000 |
|
0 |
| Dr. Steven Stanley |
|
400,000 |
|
200,000 |
|
200,000 |
|
800,000 |
|
0 |
| Chad Thompson |
|
150,000 |
|
75,000 |
|
75,000 |
|
0 |
|
300,000 |
| Dr. Zarath Summers |
|
300,000 |
|
150,000 |
|
150,000 |
|
0 |
|
400,000 |
Conversion of LTI Target Values to May 2023 Stock Awards
The LTI vehicles awarded in May 2023 were converted from the target
values shown above into a fixed number of shares or stock options using a preset methodology. Because this conversion methodology was
established in advance of the grant date, the grant date fair value (“GDFV”) of the awards (which were calculated in accordance
with ASC 718 of the Financial Accounting Standards Board) shown in the Executive Compensation – Summary Compensation Table section
of this document will vary from the target values shown above.
| · | The target stock option values were converted into a fixed
number of stock options by dividing each NEO’s target value shown above by $1.31, which represented 40% of the $3.28 volume-weighted
average price of our stock between April 5 and April 12, 2023. The GDFV of a Company stock option on the grant date was $2.40 (or 69.6%
of the $3.45 closing Company stock price on the award date). Therefore, the total number of options granted in May 2023 was higher than
it would have been if the target value was divided by the GDFV of a single Company option on the grant date. |
| · | The target RSU and PSU values were converted into a fixed
number of RSUs and PSUs by dividing each NEO’s target value shown above by $5.00, which was a 45% premium over the $3.45 closing
stock price on the date of the award. The GDFV of an RSU on the grant date was $3.45, and the GDFV of a PSU on the grant date was $1.61.
Therefore, the total number of RSUs and PSUs granted in May 2023 were lower than they would have been if the target value was divided
by the GDFV of a Company RSU or PSU on the grant date. |
Using the target values shown above and this method of converting target
values into stock awards, the following LTI awards were granted on May 2, 2023:
| NEO |
|
RSUs Granted
(#) |
|
Stock Options
Granted
(#) |
|
PSUs Granted
(#) |
| Dr. Jennifer Holmgren |
|
300,000 |
|
1,145,038 |
|
2,600,000 |
| Geoff Trukenbrod |
|
70,000 |
|
267,175 |
|
280,000 |
| Dr. Steven Stanley |
|
40,000 |
|
152,671 |
|
160,000 |
| Chad Thompson |
|
75,000 |
|
57,251 |
|
0 |
| Dr. Zarath Summers |
|
110,000 |
|
114,503 |
|
0 |
One-Time Stock Option Awards Prior to the Business Combination
Prior to the Business Combination, Dr. Stanley, Mr. Thompson, and Dr.
Summers received one-time grants of stock options on January 27, 2023. These stock options have a strike price of $9.97, which represented
the price of our Business Combination’s partner stock at the time of the grant. These awards were expressed as a target value and
then converted into a fixed number of options at the time of the grant. The awards were in recognition of a commitment by the Company
to grant certain stock option awards to Dr. Stanley, Dr. Summers and Mr. Thompson prior to the Business Combination.
|
32 |
| NEO |
|
Target Value of January 2023 Stock Option
Award
($) |
|
Number of January 2023 Stock Options Granted
(#) |
| Dr. Steven Stanley |
|
300,000 |
|
43,746 |
| Chad Thompson |
|
300,000 |
|
43,746 |
| Dr. Zarath Summers |
|
300,000 |
|
43,746 |
One-Time RSU Award Following the Business Combination
Dr. Summers received a one-time RSU award of 25,261 shares on May
11, 2023. This award will vest in three equal annual installments, with such first installment vesting on March 6, 2024. This award was
in recognition of a commitment by the Company to grant certain share awards to Dr. Summers prior to the Business Combination, which could
not be fulfilled under after the Business Combination.
Promotion PSU Awards
Mr. Thompson was promoted to Chief People Officer in August 2023
and Dr. Summers was promoted to Chief Science Officer in July 2023. As part of these promotions, both Mr. Thompson and Dr. Summers were
granted additional one-time PSU awards (“Promotion PSU Awards”) on August 22, 2023 with similar terms and conditions as the
May 2023 PSU awards.
| · | The Promotion PSU Awards granted to Mr. Thompson and Dr.
Summers in August 2023 are contingent on satisfying both a performance-based and a time-based vesting condition. The performance-based
vesting condition is satisfied if the average closing price of the Company's stock reaches $11.50 using a 20-day look-back period, which
period may begin no earlier than 151 days following August 22, 2023. The time vesting provision is met in three equal annual installments,
with such first installment time vested on August 22, 2024. Both vesting conditions must be met by February 10, 2028 or else the Promotion
PSU Awards will be forfeited. As of December 31, 2023, the performance-based condition had not been achieved. |
| · | Each Promotion PSU Award was defined as a target value,
which was then converted to a fixed number of PSUs by dividing the target value by $6.53, which was the price of our common shares on
the date of the award. |
The Promotion PSU Award target values and resulting number of PSUs granted
in August 2023 are as follows:
| NEO |
|
Target Value of
Promotion PSU
Award
($) |
|
Number of August
2023 PSUs Granted
(#) |
| Chad Thompson |
|
450,000 |
|
68,912 |
| Dr. Zarath Summers |
|
200,000 |
|
30,627 |
Retirement, Health and Welfare Benefits
Our NEOs participate in generally the same benefits as all other
employees based in the United States. These benefits include a tax-qualified defined contribution retirement plan, a medical insurance
plan, a dental insurance plan, a vision care insurance plan, and a short-term disability insurance plan.
We also offer employer-paid group term life insurance and accidental
death and disability (AD&D) insurance to all our employees which provide payments as a multiple of salary in the event of the employee’s
death or permanent disability. For our NEOs and other select senior employees, the multiples of salary paid upon these events is higher
than for other employees (three-times salary, vs. one-times salary for other employees).
We do not provide any material executive perquisites to our NEOs.
|
33 |
The value of employer contributions to the defined contribution
retirement plan and the employer-paid premiums for the group life and AD&D plans are included in the Summary Compensation Table.
2023 Pay Ratio Disclosure
As permitted under the SEC rules, to determine our median employee,
we chose “total cash compensation” as our consistently applied compensation measure. Using a determination date of October
1, 2023, our employee population excluding our Chief Executive Officer comprised 421 employees. The following jurisdictions constituting
20 employees were excluded under the 5% de Minimis rule: China (19) and Australia (1).
From the remaining 401 employees, we used a valid statistical sampling
approach to provide a reasonable estimate of the median total cash compensation to produce a sample of employees who were paid within
a +/-5% range of that value and selected our median employee from within that group. We determined the median employee’s 2023 total
compensation was $132,890, as compared to our CEO’s total compensation of $8,849,858, as disclosed in the Summary Compensation Table.
Our estimate of the ratio of CEO pay to median worker pay is 67:1.
This ratio is a reasonable estimate calculated using a methodology
consistent with the SEC rules, as described above. As the SEC rules allow for companies to adopt a wide range of methodologies, to apply
country exclusions and to make reasonable estimates and assumptions that reflect their compensation practices to identify the median employee
and calculate the CEO pay ratio, the pay ratios reported by other companies may not be comparable to the pay ratio reported above.
Compensation Governance
Role of the Compensation Committee
Our Compensation Committee has primary responsibility for overseeing
and approving our executive compensation plans. The responsibilities of our Compensation Committee include, but are not limited to:
| · | Review and approval of CEO compensation, including the
selection of appropriate goals and objectives to evaluate CEO performance |
| · | Review and approval of other executive officer compensation,
including our NEOs |
| · | Review and approve the terms of offer letters, employment
agreements, severance agreements, change in control agreements, indemnification agreements, other material agreements and modifications
to any of the above between the Company and its executive officers |
| · | Review and approve the selection of the companies in the
Company’s peer group |
| · | Review and approve incentive compensation plans for executive
officers, including review of equity incentives and individual grants of equity incentives |
| · | Approve, administer and/or amend any employee benefit plans
and executive perquisite plans |
| · | Oversee and at least annually review management’s
assessment of major risk exposures associated with the Company’s compensation policies and practice and the mitigation thereof |
| · | Review and assess the independence of any potential compensation
consultant, outside legal counsel, or other advisor to the Committee |
| · | Review and recommend to the full Board the compensation
paid to non-employee directors |
| · | Periodically review the Company’s overall compensation
philosophy |
| · | Consider the results of stockholder advisory votes on executive
compensation (“Say on Pay”) and the frequency of such votes |
The Board appoints all members of the Compensation Committee. Additionally,
the Board has determined that each member of our Compensation Committee meets the applicable requirements for director independence established
by Rule 16b-3 under Section 16 of the Exchange Act, and the listing standards of the Nasdaq.
|
34 |
Role of our Chief Executive Officer
As Chief Executive Officer, Dr. Holmgren reviews the performance
of her direct reports and other executive officers and recommends changes to executive officer pay for approval by the Compensation Committee.
Dr. Holmgren also recommends to the Committee the goals used in the AIP and advises on the structure and target values of the LTI plan
for all Company employees. Dr. Holmgren does not make any recommendations to the Compensation Committee regarding her own compensation.
Role of the Independent Compensation Consultant
The Compensation Committee is permitted under its charter to engage
an independent compensation consultant to advise the committee on the design of our executive compensation. To date, it has not engaged
an independent compensation consultant. Management has engaged WTW to advise on executive pay, director pay and incentive plan designs.
WTW has not provided any other professional services to us date outside of the executive pay, director pay and incentive compensation
plan design assessments. Further, WTW is compensated on a fee-based structure and no portion of any payment made to them is dependent
upon achieving a certain result or is otherwise commission-based.
Role of Stockholders
Our Business Combination was completed in February 2023. As a result
we have not yet conducted a Say on Pay vote, nor have we interacted with stockholders on issues related to executive compensation. Our
first Say on Pay vote, as well as a vote on the frequency of our Say on Pay votes, will be held at the Annual Meeting.
Compensation Risk Management
Since the Business Combination, the Compensation Committee has
not conducted a formal risk evaluation of our executive compensation plans. We believe that, as designed, our executive compensation plans
and other compensation policies and practices are not reasonably likely to encourage excessive risk-taking by our executive officers,
non-executive officers or other employees, or to have a material adverse effect on the Company. We base this conclusion on multiple factors,
including:
| · | Balance between short-term and long-term compensation opportunity,
with an emphasis on multi-year vesting in our LTI plan |
| · | Scorecard approach to evaluating our 2023 AIP based on
a holistic review of financial and operational performance |
| · | Annual reviews of performance and pay levels as compared
to our selected peers and the broader market for talent |
Non-Compete and Non-Solicit Protections
All of our NEOs have employment agreements or offer letters that
include non-compete and non-solicit terms that remain in effect post-employment.
| · | Non-Compete: For one year following each NEO’s termination
date, the NEO cannot directly or indirectly own, operate, manage, invest or acquire an interest in, or otherwise engage in any employment
or business activity relating to the fermentation of gases to produce fuels or chemicals within the Company’s geographic business
territory. |
| · | Non-Solicit: Each NEO is restricted for one year post-termination
from directly or indirectly: (a) soliciting, attempting to solicit, inducing or influencing any customer of the Company with whom the
NEO had direct contact during their employment or about whom they had access to Proprietary or Third Party Information during their employment
to discontinue or reduce its relationship with the Company; or (b) soliciting or attempting to solicit any employee, independent contractor
or consultant of the Company to terminate their relationship with the Company. Each NEO is also restricted for one-year post-termination
from assisting any third party to solicit or attempt to solicit any employee, independent contractor or consultant of the Company to terminate
his or her relationship with the Company. |
|
35 |
Executive Compensation Recovery Policy
In August 2023, we adopted an executive compensation recovery policy
that is compliant with Nasdaq and SEC rules. The policy provides for the mandatory recoupment of erroneously-award incentive-based compensation
from the applicable executives if we make an accounting restatement that results from material noncompliance with financial reporting
requirements under federal securities laws or legal and compliance violations.
Hedging, Short-Selling and Pledging Policy
We have adopted a policy that prohibits our employees and directors
from purchasing financial instruments that are designed to hedge or offset any fluctuations in the market value of our equity securities
they hold, purchasing our shares on margin and selling any securities of the Company “short.” Additionally, the policy prohibits
our directors and employees from borrowing against any account in which our equity securities are held or pledging our securities as collateral
for a loan. The policy also prohibits our directors and employees from engaging in derivative transactions involving our securities. These
prohibitions apply whether or not such equity securities were acquired through our equity compensation programs.
Tax and Accounting Considerations
Section 162(m) of the Internal Revenue Code places a limit of $1
million on compensation the Company may deduct for federal income tax purposes in any one year with respect to any of certain covered
officers employed by the Company. Prior to the enactment of the Tax Cuts and Jobs Act of 2017 (the “TCJA”) in December 2017,
compensation that was “performance-based” was excluded from this $1 million limitation and was deductible by the Company.
Under the TCJA, the performance-based exception has been repealed generally for tax years beginning after December 31, 2017. A limited
exception applies to certain compensation that qualifies as performance-based compensation under pre-TCJA IRC Section 162(m), provided
it is paid pursuant to a written binding contract in effect on November 2, 2017 and which has not been modified in any material respect
on or after that date. The Compensation Committee reserves the right to award compensation that may not be tax-deductible.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the foregoing
Compensation Discussion and Analysis with management and, based on that review and those discussions, it recommended to the Board that
the foregoing Compensation Discussion and Analysis be included in the Company’s proxy statement relating to the 2024 Annual Meeting
of Stockholders.
Respectfully submitted,
COMPENSATION COMMITTEE
Gary Rieschel, Chair
Barbara Moakler Byrne
Jim Messina
EXECUTIVE COMPENSATION
As used in this section, the “Company,” “we,”
“us” or “our” refers to Legacy LanzaTech prior to the closing of the Business Combination and LanzaTech Global,
Inc. after the closing of the Business Combination; and the “Board” refers to the board of directors of Legacy LanzaTech prior
to the closing of the Business Combination and to the board of directors of LanzaTech Global, Inc. after the closing of the Business Combination.
Upon the closing of the Business Combination, the executive officers of Legacy LanzaTech became executive officers of LanzaTech Global,
Inc.
|
36 |
2023 Summary Compensation Table
The following table presents information regarding the compensation awarded
by, earned by or paid to our named executive officers during the fiscal year ended December 31, 2023.
| Name and Principal Position(1) |
|
Year |
|
Salary |
|
Bonus(2) |
|
|
Stock Awards(3) |
|
Option Awards(4) |
|
All Other Compensation(5) |
|
Total Compensation |
| Dr. Jennifer Holmgren |
|
2023 |
|
722,308 |
|
150,000 |
|
|
5,221,000 |
|
2,748,847 |
|
7,704 |
|
8,849,858 |
| Chief Executive Officer |
|
2022 |
|
525,000 |
|
525,000 |
|
|
0 |
|
0 |
|
8,903 |
|
1,058,903 |
| |
|
2021 |
|
486,538 |
|
378,000 |
|
|
1,335,322 |
|
0 |
|
8,134 |
|
2,207,995 |
| Geoffrey Trukenbrod |
|
2023 |
|
420,692 |
|
59,500 |
|
|
692,300 |
|
641,396 |
|
12,757 |
|
1,826,646 |
| Chief Financial Officer |
|
2022 |
|
388,269 |
|
273,000 |
|
|
0 |
|
0 |
|
11,927 |
|
673,196 |
| |
|
2021 |
|
364,423 |
|
165,000 |
(6) |
|
0 |
|
743,791 |
|
10,295 |
|
1,283,508 |
| Dr. Steven Stanley |
|
2023 |
|
403,564 |
|
181,000 |
(7) |
|
395,600 |
|
666,907 |
|
8,898 |
|
1,655,969 |
| Chief Commercial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Chad Thompson |
|
2023 |
|
302,971 |
|
180,500 |
(8) |
|
600,554 |
|
437,836 |
|
5,467 |
|
1,527,328 |
| Chief People Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dr. Zarath Summers |
|
2023 |
|
290,308 |
|
30,500 |
|
|
614,013 |
|
575,279 |
|
8,317 |
|
1,518,417 |
| Chief Science Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) | Only 2023 compensation for Dr. Stanley, Dr. Summers and
Mr. Thompson are provided because none were Named Executive Officers of the Company prior to 2023. |
| (2) | Includes annual incentive payments made under the Company's
Annual Incentive Plan (AIP). |
| (3) | Amounts in this column represent the grant date fair value
of RSUs and performance share awards granted in the fiscal year indicated, disregarding any estimate of forfeitures related to time-based
vesting. Generally, the expense for these awards is recognized over the vesting or performance period. The valuation models and assumptions
applicable to these grant date fair values are set forth in Note 20, Share-Based Compensation, to our audited financial statements included
elsewhere in this prospectus. The amounts shown may not correspond to the actual value that will be realized by the executive officers.
The grant date fair values of the performance shares are based upon the grant date probable outcomes of satisfying the performance conditions
stipulated in the grants. For additional information on awards made in fiscal 2023, see the Grants of Plan-Based Awards Table and Outstanding
Equity Awards Table. |
| (4) | Amounts in this column represent the grant date fair value
of stock options granted in the fiscal year indicated, disregarding any estimate of forfeitures related to time-based vesting. Generally,
the expense for these awards is recognized over the vesting or performance period. The valuation models and assumptions applicable to
these grant date fair values are set forth in Note 20, Share-Based Compensation, to our audited financial statements included elsewhere
in this prospectus. The amounts shown may not correspond to the actual value that will be realized by the executive officers. For additional
information on awards made in fiscal 2023, see the Grants of Plan-Based Awards Table and Outstanding Equity Awards Table. |
| (5) | Reflects matching contributions under the Company’s
401(k) retirement savings plan and employer-paid premiums on group term life insurance. |
| (6) | Includes the payment of a $15,000 signing bonus, paid on
June 14, 2021 and $15,000 signing bonus, paid on September 3, 2021. |
| (7) | Includes the payment of a $125,000 signing bonus, paid on
May 25, 2023. |
| (8) | Includes the payment of a $150,000 signing bonus, paid on
April 17, 2023. |
|
37 |
Outstanding Equity Awards as of December 31, 2023
The following table provides information regarding outstanding equity
awards held by our named executive officers as of December 31, 2023.
| |
|
|
|
Option Awards |
|
|
|
Stock Awards |
| Name |
|
Grant date |
|
Number of
securities
underlying
unexercised
options (#)
exercisable |
|
Number of
securities
underlying
unexercised
options (#)
unexercisable |
|
|
Option
exercise
price
($) |
|
Option
expiration
date |
|
Number of
shares or units of
stock that have
not vested (#) |
|
|
Market value of shares or units of stock that have not vested ($)(1) |
| Dr. Jennifer Holmgren |
|
6/26/2020 |
|
633,595 |
|
422,398 |
|
$ |
$1.07 |
|
6/26/2030 |
|
0 |
|
$ |
0 |
| |
|
9/20/2017 |
|
984,301 |
|
0 |
|
$ |
$1.38 |
|
9/20/2027 |
|
0 |
|
$ |
0 |
| |
|
5/2/2023 |
|
0 |
|
1,145,038 |
|
$ |
$3.28 |
|
5/2/2033 |
|
0 |
|
$ |
0 |
| |
|
5/2/2023 |
|
0 |
|
0 |
|
|
|
|
12/31/2099 |
|
300,000 |
|
$ |
1,509,000 |
| Geoff Trukenbrod |
|
4/19/2021 |
|
754,631 |
|
251,543 |
|
$ |
$1.09 |
|
4/19/2031 |
|
0 |
|
$ |
0 |
| |
|
5/2/2023 |
|
0 |
|
267,175 |
|
$ |
$3.28 |
|
5/2/2033 |
|
0 |
|
$ |
0 |
| |
|
5/2/2023 |
|
0 |
|
0 |
|
|
|
|
12/31/2099 |
|
70,000 |
|
$ |
352,100 |
| Dr. Steven Stanley |
|
1/27/2023 |
|
0 |
|
152,671 |
|
$ |
$3.28 |
|
5/2/2033 |
|
0 |
|
$ |
0 |
| |
|
1/27/2023 |
|
10,937 |
|
32,809 |
|
$ |
$9.97 |
|
1/27/2033 |
|
0 |
|
$ |
0 |
| |
|
5/2/2023 |
|
0 |
|
0 |
|
|
|
|
12/31/2099 |
|
40,000 |
|
$ |
201,200 |
| Chad Thompson |
|
5/2/2033 |
|
0 |
|
57,251 |
|
$ |
$3.28 |
|
5/2/2033 |
|
0 |
|
$ |
0 |
| |
|
1/27/2023 |
|
10,937 |
|
32,809 |
|
$ |
$9.97 |
|
1/27/2033 |
|
0 |
|
$ |
0 |
| |
|
5/2/2023 |
|
0 |
|
0 |
|
|
|
|
12/31/2099 |
|
75,000 |
|
$ |
377,250 |
| Dr. Zara Summers |
|
5/2/2023 |
|
0 |
|
114,503 |
|
$ |
$3.28 |
|
5/2/2033 |
|
0 |
|
$ |
0 |
| |
|
1/27/2023 |
|
10,937 |
|
32,809 |
|
$ |
$9.97 |
|
1/27/2033 |
|
0 |
|
$ |
0 |
| |
|
5/2/2023 |
|
0 |
|
0 |
|
|
|
|
12/31/2099 |
|
135,261 |
|
$ |
680,363 |
| (1) | Based on the November 18, 2022 value of $14.86 per share,
which was the latest appraisal received by the Company for purposes of administering its equity incentive plans. This appraised value
is subject to certain limitations, qualifications and assumptions and may not reflect the fair value of the Company’s common stock,
is presented for illustrative purposes only and should not be relied on for any reason. |
Options Exercised and Stock Vested
The following table lists the number of shares acquired and the value
realized as a result of restricted stock that vested for our named executive officers during the fiscal year ended December 31, 2023:
| |
|
Option Awards |
|
Stock Awards |
| Name |
|
Number of Shares Acquired on Exercise |
|
|
Value Realized on Exercise |
|
Number of Shares Acquired on Vesting |
|
|
Value Realized on Vesting |
| Dr. Jennifer Holmgren |
|
3,683,161 |
|
$ |
3,329,228 |
|
0 |
|
$ |
0.00 |
Executive Employment Agreements and Other Arrangements
We have entered into employment agreements with each of our named
executive officers (each, an “Employment Agreement,” and collectively, the “Employment Agreements.”)
|
39 |
Base salary
The Employment Agreements provide for each named executive officer’s
at-will employment and provide for an annual base salary of $750,000, $425,000, $400,000, $300,000, and $285,000 for Dr. Holmgren, Mr.
Trukenbrod, Dr. Stanley, Mr. Thompson and Dr. Summers, respectively, as may be adjusted by the Board from time to time. In August 2023,
Mr. Thompson was promoted from Head of People to Chief People Officer and received a salary increase from $300,000 to $305,000. In July
2023, Dr. Summers was promoted from VP of Science to Chief Science Officer and received a salary increase from $285,000 to $305,000.
Annual cash bonus
The named executive officers are eligible for a discretionary annual
cash bonus determined in accordance with the Company’s bonus policy as in effect from time to time. Dr. Holmgren, Mr. Trukenbrod,
Dr. Stanley, Mr. Thompson and Dr. Summers have target cash bonuses of 100%, 70%, 70%, 50% and 50%, respectively, as a percentage of their
base salary.
Initial equity awards and Closing bonuses
Subject to the approval of the Board, each named executive officer
is eligible for discretionary equity awards under their Employment Agreement and the 2023 Plan. Following the Closing and pursuant to
their respective Employment Agreements, the Company granted initial equity awards to each named executive officer consisting of (i) restricted
stock units with a value of $1,500,000, $350,000, $200,000, $75,000 and $150,000 at grant in the case of Dr. Holmgren, Mr. Trukenbrod,
Dr. Stanley, Mr. Thompson and Dr. Summers, respectively, and (ii) a stock option to purchase a number of shares with a targeted value
of $1,500,000, $350,000, $200,000, $75,000 and $150,000 at grant date in the case of Dr. Holmgren, Mr. Trukenbrod, Dr. Stanley, Mr. Thompson
and Dr. Summers, respectively, and with a per share exercise price no less than the fair market value of a share on the date of grant.
Subject to each executive officers’ continued service, the initial equity award will vest in substantially equal installments over
three years and will be subject to the terms of the 2023 Plan. Upon the Closing, each executive also received a one-time award of restricted
stock units with a targeted value of $13,000,000, $1,400,000, $800,000, $300,000 and $400,000 at grant in the case of Dr. Holmgren, Mr.
Trukenbrod, Dr. Stanley, Mr. Thompson and Dr. Summers, respectively. These awards are subject to both (i) a time-based vesting component
(annual vesting over three years) and (ii) a performance-based vesting component (the 20-day average closing price of a share of our common
stock must reach $11.50 on or after the 151st day following, and within five years of, the Closing), and will vest on the first date both
requirements are satisfied.
Potential Termination or Change of Control Payments
In the event the named executive officer’s employment is
terminated without “Cause” or the executive resigns for “Good Reason” (in each case as defined in the Employment
Agreements), the Company is obligated to pay the executive: (i) a lump sum payment equal to 12 months of their then-current base salary
(18 months in the case of Dr. Holmgren); (ii) an annual bonus (if any) for the year in which the termination occurs, equal to the annual
bonus the executive would have received for that year based on actual performance and pro-rated based on the number of days the executive
was employed during the relevant year; and (iii) if the executive is eligible for and timely elects COBRA coverage, up to 12 months (18
months in the case of Dr. Holmgren) of the portion of the executive’s COBRA premium attributable to the employer contributions the
Company would have paid had the executive remained employed. Additionally, if the executive’s employment is terminated without Cause
or for Good Reason during the period beginning 30 days prior to a “Corporate Transaction” (as defined in the Executive Agreements)
and ending 24 months following a Corporate Transaction, the amount of the lump sum payment described in clause (i) will be increased from
12 months to 18 months of the executive’s then-current base salary (24 months in the case of Dr. Holmgren). In addition, following
a termination without “Cause” or a resignation for “Good Reason”, (i) in the case of Mr. Trukenbrod, Dr. Stanley,
Mr. Thompson and Dr. Summers, the number of shares subject to stock options that remain outstanding as of immediately prior to the Closing,
that would have vested in the 24-month period following such a termination, shall immediately vest and (ii) in the case of Dr. Holmgren,
50% of her stock options which are outstanding as of the Closing will immediately vest.
|
40 |
The severance payments and accelerated vesting terms described
above are subject to the executive’s execution of a release agreement in a form provided by the Company. Upon the adoption of the
Severance Plan (as defined below), the terms of that plan will override the severance described above in clauses (i) through (iii) to
the extent that plan’s benefit is at least equal to the severance described above in clauses (i) through (iii). The executive’s
severance benefit under the Severance Plan is expected to be identical to what is described in clauses (i) through (iii) above.
Executive Severance Plan
On February 8, 2023, the Board adopted an executive severance plan
(the “Severance Plan”) which became effective upon the completion of the Business Combination. Under the Severance Plan, qualifying
employees who satisfy conditions set forth in the plan (other than Ms. Holmgren) will be entitled to receive 12 months’ base salary,
in the case of a Qualifying Termination, or 18 months’ base salary, in the case of a Corporate Transaction Termination (in each
case, as defined in the Severance Plan). Ms. Holmgren will be entitled to receive 18 months’ base salary or 24 months’ base
salary in the case of a Qualifying Termination or a Corporate Transaction Termination, respectively. Employees having a seniority level
of vice president or higher who are designated in writing by the compensation committee of the Board, and who also meet certain other
specified criteria will be eligible to participate in the Severance Plan.
Potential Payments Upon Termination or Change in Control
The following tables provide information on potential benefits
that could be received by the NEOs with employment agreements upon a termination without cause or for good reason dated December 31, 2023
and in connection with a change in control on the same date. Accelerated equity values are determined using the Company’s stock
price of $5.03, which was the closing price of our common stock on December 29, 2023, the final stock trading day of 2023.
Dr. Jennifer Holmgren
| |
|
No Change in Control |
|
Change in Control |
| |
|
Death |
|
Permanent Disability |
|
Retirement |
|
Involuntary Termination Without Cause or Voluntary with Good Reason |
|
Involuntary Termination With Cause |
|
Voluntary Termination without Good Reason |
|
No Qualifying Termination |
|
Qualifying Termination |
| Base Salary |
|
0 |
|
|
0 |
|
|
0 |
|
|
1,125,000 |
(6) |
|
0 |
|
|
0 |
|
|
0 |
|
1,500,000 |
(6) |
| Bonus |
|
0 |
|
|
0 |
|
|
0 |
|
|
150,000 |
(6) |
|
0 |
|
|
0 |
|
|
0 |
|
150,000 |
(6) |
| Accelerated Equity Value |
|
3,512,817 |
(1) |
|
1,610,041 |
(2) |
|
1,610,041 |
(2) |
|
0 |
(3) |
|
0 |
(3) |
|
0 |
(3) |
|
0 |
|
18,263,513 |
(4)(6) |
| Benefits(5) |
|
0 |
|
|
0 |
|
|
0 |
|
|
13,812 |
|
|
0 |
|
|
0 |
|
|
0 |
|
13,812 |
|
| TOTAL |
|
3,512,817 |
|
|
1,610,041 |
|
|
1,610,041 |
|
|
1,288,812 |
|
|
0 |
|
|
0 |
|
|
0 |
|
19,927,325 |
|
| (1) | Full accelerated vesting on all unvested RSU and stock option awards granted
after the Business Combination. While the time-vesting components of PSUs granted in May 2023 would be considered fully met, the performance
component of the PSU award has not been met as of December 31, 2023. |
| (2) | Pro-rated accelerated vesting on unvested RSU and stock option awards based
on the percentage of time completed in the vesting cycle. While the time-vesting components of PSUs granted in May 2023 would be considered
partially met on a pro-rated basis, the performance component of the PSU award has not been met as of December 31, 2023. |
| (3) | All unvested equity is forfeited. |
| (4) | Full accelerated vesting on all unvested equity awards issued under the
2023 plan; performance conditions on PSUs are waived. |
| (5) | Where payable, includes employer-paid medical insurance premiums. |
| (6) | We entered into an Executive Employment Agreement with Dr. Holmgren pursuant
to which she will be entitled to receive the following payments and benefits in the event her employment is terminated by the Company
without “Cause” or by Dr. Holmgren for “Good Reason” (as each term is defined in her Executive Employment Agreement
and each, a “Qualifying Termination”): (i) a lump sum payment of 18 months’ severance pay based on Dr. Holmgren’s
base salary in effect as of the Qualifying Termination or as in effect immediately before the reduction that gave rise to the basis for
Good Reason, provided that if the Qualifying Termination occurs during the period beginning 30 days prior to a “Corporate Transaction”
(as defined in her Executive Employment Agreement) and ending 24 months following a Corporation Transaction, the amount of the lump sum
payment shall be increased to 24 months of her base salary as in effect on the termination date; (ii) an annual bonus for the year in
which the Qualifying Termination occurs equal to the bonus Dr. Holmgren would have received for such year based on the actual performance
of the Company and/or her performance, pro-rated to reflect the number of days she was employed during the year of such termination; (iii)
up to 18 months’ health benefits continuation pursuant to COBRA; and (iv) in the event of a Qualifying Termination within 30 days
prior to or 2 years after a change of control transaction, 50% of Dr. Holmgren's stock options which were outstanding as of the Closing
Date shall immediately vest. |
|
41 |
Geoff Trukenbrod
| |
|
No Change in Control |
|
Change in Control |
| |
|
Death |
|
Permanent Disability |
|
Retirement |
|
Involuntary Termination Without Cause or Voluntary with Good Reason |
|
Involuntary Termination With Cause |
|
Voluntary Termination without Good Reason |
|
No Qualifying Termination |
|
Qualifying Termination |
| Base Salary |
|
0 |
|
|
0 |
|
|
0 |
|
|
425,000 |
(6) |
|
0 |
|
|
0 |
|
|
0 |
|
637,500 |
(6) |
| Bonus |
|
0 |
|
|
0 |
|
|
0 |
|
|
59,500 |
(6) |
|
0 |
|
|
0 |
|
|
0 |
|
59,500 |
(6) |
| Accelerated Equity Value |
|
819,656 |
(1) |
|
375,676 |
(2) |
|
0 |
(2) |
|
991,079 |
(6) |
|
0 |
(3) |
|
0 |
(3) |
|
0 |
|
3,219,136 |
(4) |
| Benefits(5) |
|
0 |
|
|
0 |
|
|
0 |
|
|
12,189 |
|
|
0 |
|
|
0 |
|
|
0 |
|
12,189 |
|
| TOTAL |
|
819,656 |
|
|
375,676 |
|
|
0 |
|
|
1,487,768 |
|
|
0 |
|
|
0 |
|
|
0 |
|
3,928,325 |
|
| (1) | Full accelerated vesting on all unvested RSU and stock option awards granted
after the Business Combination. While the time-vesting components of PSUs granted in May 2023 would be considered fully met, the performance
component of the PSU award has not been met as of December 31, 2023. |
| (2) | Pro-rated accelerated vesting on unvested RSU and stock option awards based
on the percentage of time completed in the vesting cycle. While the time-vesting components of PSUs granted in May 2023 would be considered
partially met on a pro-rated basis, the performance component of the PSU award has not been met as of December 31, 2023. |
| (3) | All unvested equity is forfeited. |
| (4) | Full accelerated vesting on all unvested equity awards; performance conditions
on PSUs are waived. |
| (5) | Where payable, includes employer-paid medical insurance premiums. |
| (6) | We entered into an Executive Employment Agreement with Mr. Trukenbrod pursuant
to which he will be entitled to receive the following payments and benefits in the event his employment is terminated by the Company without
“Cause” or by Mr. Trukenbrod for “Good Reason” (as each term is defined in his Executive Employment Agreement
and each, a “Qualifying Termination”): (i) a lump sum payment of 12 months’ severance pay based on Mr. Trukenbrod’s
base salary in effect as of the Qualifying Termination or as in effect immediately before the reduction that gave rise to the basis for
Good Reason, provided that if the Qualifying Termination occurs during the period beginning 30 days prior to a “Corporate Transaction”
(as defined in his Executive Employment Agreement) and ending 24 months following a Corporation Transaction, the amount of the lump sum
payment shall be increased to 18 months of his base salary as in effect on the termination date; (ii) an annual bonus for the year in
which the Qualifying Termination occurs equal to the bonus Mr. Trukenbrod would have received for such year based on the actual performance
of the Company and/or his performance, pro-rated to reflect the number of days he was employed during the year of such termination; (iii)
up to 18 months’ health benefits continuation pursuant to COBRA; and (iv) the number of shares subject to the stock options which
are outstanding as of the Closing Date that would have vested had Mr. Trukenbrod remained employed for the 2 year period following the
Qualifying Termination shall immediately vest. |
Dr. Steven Stanley
| |
|
No Change in Control |
|
Change in Control |
| |
|
Death |
|
Permanent Disability |
|
Retirement |
|
Involuntary Termination Without Cause or Voluntary with Good Reason |
|
Involuntary Termination With Cause |
|
Voluntary Termination without Good Reason |
|
No Qualifying Termination |
|
Qualifying Termination |
| Base Salary |
|
0 |
|
|
0 |
|
|
0 |
|
|
400,000 |
(6) |
|
0 |
|
|
0 |
|
|
0 |
|
600,000 |
(6) |
| Bonus |
|
0 |
|
|
0 |
|
|
0 |
|
|
56,000 |
(6) |
|
0 |
|
|
0 |
|
|
0 |
|
56,000 |
(6) |
| Accelerated Equity Value |
|
468,374 |
(1) |
|
214,672 |
(2) |
|
0 |
(2) |
|
0 |
(3) |
|
0 |
(3) |
|
0 |
(3) |
|
0 |
|
1,273,174 |
(4) |
| Benefits(5) |
|
0 |
|
|
0 |
|
|
0 |
|
|
12,189 |
|
|
0 |
|
|
0 |
|
|
0 |
|
12,189 |
|
| TOTAL |
|
468,374 |
|
|
214,672 |
|
|
0 |
|
|
468,189 |
|
|
0 |
|
|
0 |
|
|
0 |
|
1,941,363 |
|
| (1) | Full accelerated vesting on all unvested RSU and stock option awards. While
the time-vesting components of PSUs granted in May 2023 would be considered fully met, the performance component of the PSU award has
not been met as of December 31, 2023. |
| (2) | Pro-rated accelerated vesting on unvested RSU and stock option awards based
on the percentage of time completed in the vesting cycle. While the time-vesting components of PSUs granted in May 2023 would be considered
partially met on a pro-rated basis, the performance component of the PSU award has not been met as of December 31, 2023. |
| (3) | All unvested equity is forfeited. |
| (4) | Full accelerated vesting on all unvested equity awards; performance conditions
on PSUs are waived. |
| (5) | Where payable, includes employer-paid medical insurance premiums. |
| (6) | We entered into an Executive Employment Agreement with Dr. Stanley pursuant
to which he will be entitled to receive the following payments and benefits in the event his employment is terminated by the Company without
“Cause” or by Dr. Stanley for “Good Reason” (as each term is defined in his Executive Employment Agreement and
each, a “Qualifying Termination”): (i) a lump sum payment of 12 months’ severance pay based on Dr. Stanley’s base
salary in effect as of the Qualifying Termination or as in effect immediately before the reduction that gave rise to the basis for Good
Reason, provided that if the Qualifying Termination occurs during the period beginning 30 days prior to a “Corporate Transaction”
(as defined in his Executive Employment Agreement) and ending 24 months following a Corporation Transaction, the amount of the lump sum
payment shall be increased to 18 months of his base salary as in effect on the termination date; (ii) an annual bonus for the year in
which the Qualifying Termination occurs equal to the bonus Dr. Stanley would have received for such year based on the actual performance
of the Company and/or his performance, pro-rated to reflect the number of days he was employed during the year of such termination; and
(iii) up to 18 months’ health benefits continuation pursuant to COBRA. |
|
42 |
Chad Thompson
| |
|
No Change in Control |
|
Change in Control |
| |
|
Death |
|
Permanent Disability |
|
Retirement |
|
Involuntary Termination Without Cause or Voluntary with Good Reason |
|
Involuntary Termination With Cause |
|
Voluntary Termination without Good Reason |
|
No Qualifying Termination |
|
Qualifying Termination |
| Base Salary |
|
0 |
|
|
0 |
|
|
0 |
|
|
305,000 |
(6) |
|
0 |
|
|
0 |
|
|
0 |
|
457,500 |
(6) |
| Bonus |
|
0 |
|
|
0 |
|
|
0 |
|
|
30,500 |
(6) |
|
0 |
|
|
0 |
|
|
0 |
|
30,500 |
(6) |
| Accelerated Equity Value |
|
477,439 |
(1) |
|
218,826 |
(2) |
|
0 |
(2) |
|
0 |
(3) |
|
0 |
(3) |
|
0 |
(3) |
|
0 |
|
824,067 |
(4) |
| Benefits(5) |
|
0 |
|
|
0 |
|
|
0 |
|
|
12,347 |
|
|
0 |
|
|
0 |
|
|
0 |
|
12,347 |
|
| TOTAL |
|
477,439 |
|
|
218,826 |
|
|
0 |
|
|
347,847 |
|
|
0 |
|
|
0 |
|
|
0 |
|
1,324,414 |
|
| (1) | Full accelerated vesting on all unvested RSU and stock option awards. While
the time-vesting components of PSUs granted in August 2023 would be considered fully met, the performance component of the PSU award has
not been met as of December 31, 2023. |
| (2) | Pro-rated accelerated vesting on unvested RSU and stock option awards based
on the percentage of time completed in the vesting cycle. While the time-vesting components of PSUs granted in August 2023 would be considered
partially met on a pro-rated basis, the performance component of the PSU award has not been met as of December 31, 2023. |
| (3) | All unvested equity is forfeited. |
| (4) | Full accelerated vesting on all unvested equity awards; performance conditions
on PSUs are waived. |
| (5) | Where payable, includes employer-paid medical insurance premiums. |
| (6) | We entered into an Executive Employment Agreement with Mr. Thompson pursuant
to which he will be entitled to receive the following payments and benefits in the event his employment is terminated by the Company without
“Cause” or by Mr. Thompson for “Good Reason” (as each term is defined in his Executive Employment Agreement and
each, a “Qualifying Termination”): (i) a lump sum payment of 12 months’ severance pay based on Mr. Thompson’s
base salary in effect as of the Qualifying Termination or as in effect immediately before the reduction that gave rise to the basis for
Good Reason, provided that if the Qualifying Termination occurs during the period beginning 30 days prior to a “Corporate Transaction”
(as defined in his Executive Employment Agreement) and ending 24 months following a Corporation Transaction, the amount of the lump sum
payment shall be increased to 18 months of his base salary as in effect on the termination date; (ii) an annual bonus for the year in
which the Qualifying Termination occurs equal to the bonus Mr. Thompson would have received for such year based on the actual performance
of the Company and/or his performance, pro-rated to reflect the number of days he was employed during the year of such termination; and
(iii) up to 18 months’ health benefits continuation pursuant to COBRA. |
Dr. Zarath Summers
| |
|
No Change in Control |
|
Change in Control |
| |
|
Death |
|
Permanent Disability |
|
Retirement |
|
Involuntary Termination Without Cause or Voluntary with Good Reason |
|
Involuntary Termination With Cause |
|
Voluntary Termination without Good Reason |
|
No Qualifying Termination |
|
Qualifying Termination |
| Base Salary |
|
0 |
|
|
0 |
|
|
0 |
|
|
305,000 |
(6) |
|
0 |
|
|
0 |
|
|
0 |
|
457,500 |
(6) |
| Bonus |
|
0 |
|
|
0 |
|
|
0 |
|
|
30,500 |
(6) |
|
0 |
|
|
0 |
|
|
0 |
|
30,500 |
(6) |
| Accelerated Equity Value |
|
880,743 |
(1) |
|
403,674 |
(2) |
|
0 |
(2) |
|
0 |
(3) |
|
0 |
(3) |
|
0 |
(3) |
|
0 |
|
1,034,797 |
(4) |
| Benefits(5) |
|
0 |
|
|
0 |
|
|
0 |
|
|
12,347 |
|
|
0 |
|
|
0 |
|
|
0 |
|
12,347 |
|
| TOTAL |
|
880,743 |
|
|
403,674 |
|
|
0 |
|
|
347,847 |
|
|
0 |
|
|
0 |
|
|
0 |
|
1,535,144 |
|
| (1) | Full accelerated vesting on all unvested RSU and stock option awards. While
the time-vesting components of PSUs granted in August 2023 would be considered fully met, the performance component of the PSU award has
not been met as of December 31, 2023. |
| (2) | Pro-rated accelerated vesting on unvested RSU and stock option awards based
on the percentage of time completed in the vesting cycle. While the time-vesting components of PSUs granted in August 2023 would be considered
partially met on a pro-rated basis, the performance component of the PSU award has not been met as of December 31, 2023. |
| (3) | All unvested equity is forfeited. |
| (4) | Full accelerated vesting on all unvested equity awards; performance conditions
on PSUs are waived. |
| (5) | Where payable, includes employer-paid medical insurance premiums. |
| (6) | We entered into an Executive Employment Agreement with Dr. Summers pursuant
to which she will be entitled to receive the following payments and benefits in the event her employment is terminated by the Company
without “Cause” or by Dr. Summers for “Good Reason” (as each term is defined in her Executive Employment Agreement
and each, a “Qualifying Termination”): (i) a lump sum payment of 12 months’ severance pay based on Dr. Summers’
base salary in effect as of the Qualifying Termination or as in effect immediately before the reduction that gave rise to the basis for
Good Reason, provided that if the Qualifying Termination occurs during the period beginning 30 days prior to a “Corporate Transaction”
(as defined in her Executive Employment Agreement) and ending 24 months following a Corporation Transaction, the amount of the lump sum
payment shall be increased to 18 months of her base salary as in effect on the termination date; (ii) an annual bonus for the year in
which the Qualifying Termination occurs equal to the bonus Dr. Summers would have received for such year based on the actual performance
of the Company and/or her performance, pro-rated to reflect the number of days she was employed during the year of such termination; and
(iii) up to 18 months’ health benefits continuation pursuant to COBRA. |
|
43 |
Pay Versus Performance
As required by Section 953(a) of
the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information
about the relationship between executive compensation actually paid (as defined by SEC rules) (“CAP”) and certain financial
performance measures of the Company. For further information about how we align executive compensation with our corporate performance,
see the section titled “Compensation Discussion and Analysis” earlier in this proxy statement. The amounts in the table below
are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs.
The following table sets forth the
compensation for our principal executive officer (“PEO”), Dr. Jennifer Holmgren, and the average compensation for our other
NEOs, each as reported in the Summary Compensation Table and with certain adjustments to reflect CAP. The table also provides information
with respect to cumulative total shareholder returns (“TSR”), peer group cumulative TSR, net income, and the Company’s
selected performance measure, Adjusted EBITDA.
| |
|
|
|
|
|
|
|
|
|
Value of Initial Fixed $100 Investment Based on: |
|
|
|
|
| Year |
|
Summary
Compensation
Table Total
for PEO(a) |
|
Compensation
Actually Paid
to PEO(b) |
|
Average
Compensation
Summary
Table Total
for Non-PEO
Named
Executive
Officers(a) |
|
Average
Compensation
Actually Paid
to Non-PEO
Named
Executive
Officers(b) |
|
Total
Stockholder
Return
($)(c) |
|
Peer Group
Total
Stockholder
Return
($)(d) |
|
Net
Income
($ in millions)
(e) |
|
Adjusted EBITDA
($ in millions)
(f) |
| 2023 |
$ |
8,849,858 |
$ |
13,892,972 |
$ |
1,632,090 |
$ |
1,961,653 |
$ |
51 |
$ |
66 |
$ |
(134.10) |
$ |
(80.14) |
| 2022 |
$ |
1,058,903 |
$ |
2,752,649 |
$ |
554,050 |
$ |
856,421 |
$ |
101 |
$ |
74 |
$ |
(76.36) |
$ |
(69.22) |
| 2021 |
$ |
2,207,995 |
$ |
17,065,137 |
$ |
858,069 |
$ |
4,031,072 |
$ |
98 |
$ |
106 |
$ |
(46.69) |
$ |
(44.79) |
| (a) | Compensation for our PEO, Dr. Jennifer Holmgren, reflects the amounts reported in the Summary Compensation Table for each respective
year. Average compensation for our other NEOs in 2023 includes the following individuals: Mr. Trukenbrod, Dr. Stanely, Mr. Thompson and
Dr. Summers. Average compensation for our other NEOs in 2022 and 2021 includes the following individuals: Mr. Trukenbrod and Dr. Sean
Simpson, our former Chief Scientific Officer. For 2023, 2022 and 2021, the amounts include pre-Business Combination compensation (consistent
with the Summary Compensation Table) from our predecessor company, LanzaTech NZ, Inc. The Business Combination occurred in February 2023,
at which time we became a publicly traded business. |
| (b) | Reflects CAP for the PEO and average CAP for our other NEOs, respectively, calculated as set forth in the table below in accordance
with SEC rules. These amounts do not reflect the actual amount of compensation earned by or paid to the PEO and other NEOs during the
applicable year. For information regarding the compensation decisions made for 2023, refer to Compensation Discussion and Analysis earlier
in this proxy statement. |
| |
PEO 2023 |
Other
NEOs 2023 |
PEO 2022 |
Other
NEOs 2022 |
PEO 2021 |
Other
NEOs 2021 |
| Total Compensation Report |
$ |
8,849,858 |
$ |
1,632,090 |
$ |
1,058,903 |
$ |
554,050 |
$ |
2,207,995 |
$ |
858,069 |
| Less Stock Award Value Reported in Summary Compensation Table for the Covered Year |
$ |
(7,969,847) |
$ |
(1,155,971) |
$ |
– |
$ |
– |
$ |
(1,335,323) |
$ |
(371,896) |
| Plus Fiscal Year-End Fair Value for Awards Granted in the Covered Year and Outstanding at Fiscal Year-End |
$ |
13,998,834 |
$ |
1,437,102 |
$ |
– |
$ |
– |
$ |
14,564,942 |
$ |
195,788 |
| Plus Fair Value as of the Vesting Date for Awards Granted and Vested in the Covered Year |
$ |
– |
$ |
32,620 |
$ |
– |
$ |
– |
$ |
– |
$ |
61,813 |
| Change in Fair Value of Outstanding Unvested Awards from Prior Years that were Outstanding as of the End of the Covered Fiscal Year |
$ |
(555,802) |
$ |
(3,163) |
$ |
1,705,935 |
$ |
305,357 |
$ |
1,542,545 |
$ |
3,148,917 |
| Change as of the Vesting Date in Fair Value of Awards from Prior Years that Vested in the Covered Fiscal Year |
$ |
(430,071) |
$ |
18,975 |
$ |
(12,189) |
$ |
(2,986) |
$ |
84,978 |
$ |
138,381 |
| Less Fair Value of Awards Forfeited during the Covered Year |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
| Plus Fair Value of Incremental Dividends or Earnings Paid on Stock Awards |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
| Less Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
| Plus Aggregate Service Cost and Prior Service Cost for Pension Plans |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
$ |
– |
| Compensation Actually Paid |
$ |
13,892,972 |
$ |
1,961,653 |
$ |
2,752,649 |
$ |
856,421 |
$ |
17,065,137 |
$ |
4,031,072 |
|
44 |
| (c) | TSR is cumulative for the measurement periods beginning on September 24, 2021 (the date that AMCI common stock began publicly trading
on the Nasdaq) and ending on December 31 of each of 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation
S-K. |
| (d) | The peer group for purposes of this table is the Nasdaq Clean Edge Green Energy market index. TSR is cumulative for the measurement
periods beginning on September 24, 2021, and ending on December 31 of each of 2023, 2022 and 2021, respectively, calculated in accordance
with Item 201(e) of Regulation S-K. |
| (e) | Amounts reflect “Net Loss” in our Consolidated Statements of Operations and Comprehensive Loss included in our Annual
Report on Form 10-K for each of the fiscal years ended December 31, 2023, 2022 and 2021. For fiscal years 2023, 2022 and 2021, the amount
accounts for applicable pre-Business Combination financial information of our predecessor company, LanzaTech NZ, Inc. |
| (f) | Adjusted EBITDA is our Company selected performance measure. A reconciliation of Adjusted EBITDA to GAAP can be found in our 2023
Annual Report on Form 10-K in the section “Reconciliation of Net Loss to Adjusted EBITDA”. |
Fair values set forth in the table
above are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of awards that vest
in the covered year, which are valued as of the applicable vesting date.
As required, we disclose below the
most important measures used by us to link compensation actually paid to our NEOs for 2023 to our performance. For further information
regarding these performance metrics and their function in our executive compensation program, please see the “Compensation Discussion
and Analysis” section.
| Revenue |
Adjusted EBITDA |
| Safety |
Process competitiveness |
The following are graphical descriptions
of the relationships between compensation actually paid to our PEO and other NEOs versus our cumulative TSR, our peer group's cumulative
TSR, Net Income, and Adjusted EBITDA for the periods covered in the Pay Versus Performance table.
|
45 |
BENEFICIAL OWNERSHIP
The following table sets forth information regarding the beneficial
ownership of shares of common stock as of April 25, 2024:
| · | each person known by us to be the beneficial owner of more
than 5% of common stock; |
| · | each of our named executive officers and directors; and
|
| · | all of our executive officers and directors as a group.
|
Beneficial ownership is determined in accordance with the rules
and regulations of the SEC. A person is a “beneficial owner” of a security if that person has or shares “voting power,”
which includes the power to vote or to direct the voting of the security, or “investment power,” which includes the power
to dispose of or to direct the disposition of the security, or has the right to acquire such powers within 60 days.
The beneficial ownership of shares of common stock is calculated
based on 197,734,876 shares of common stock outstanding as of April 25, 2024.
Unless otherwise noted in the footnotes to the following table, and subject
to applicable community property laws, the persons and entities named in the table have sole voting and investment power with respect
to their beneficially owned common stock.
|
46 |
| Name and Address of Beneficial Owner |
|
Number
of shares |
|
% of Total
Voting Power |
| Directors and Named Executive Officers(1) |
|
|
|
|
| Dr. Jennifer Holmgren(2) |
|
5,435,479 |
|
2.75% |
| Geoff Trukenbrod(3) |
|
859,784 |
|
* |
| Dr. Steven Stanley |
|
82,246 |
|
* |
| Chad Thompson |
|
47,607 |
|
* |
| Dr. Zarath Summers |
|
90,668 |
|
* |
| Barbara Byrne |
|
20,000 |
|
* |
| Nigel Gormly |
|
20,000 |
|
* |
| Dorri McWhorter |
|
20,000 |
|
* |
| James Messina(4) |
|
1,140,458 |
|
* |
| Gary Rieschel |
|
20,000 |
|
* |
| All Directors and Executive Officers as a Group (15 individuals) |
|
10,885,107 |
|
5.50% |
| Five Percent Holders: |
|
|
|
|
| Khosla Ventures(5) |
|
42,867,361 |
|
21.68% |
| Guardians of New Zealand Superannuation(6) |
|
33,263,337 |
|
16.82% |
| Sinopec Capital Co., Ltd.(7) |
|
17,112,976 |
|
8.65% |
| Novo Holdings A/S(8) |
|
15,814,845 |
|
8.00% |
| (1) | Unless otherwise noted, the business address of each of
the following individuals is 8045 Lamon Avenue, Suite 400, Skokie, Illinois 60077. |
| (2) | Consists of (i) 3,224,705 shares of common stock and (ii)
2,210,774 shares of common stock subject to options exercisable within 60 days of April 25, 2024. |
| (3) | Consists of (i) 16,095 shares of common stock and (ii) 843,689
shares of common stock subject to options exercisable within 60 days of April 25, 2024. |
| (4) | Consists of (i) 504,924 shares of common stock and (ii)
635,534 shares of common stock subject to options exercisable within 60 days of April 25, 2024. |
| (5) | Consists of (i) 13,875,332 shares of common stock held by KV III, (ii) 28,992,029 shares
of common stock held by entities owned or controlled by Vinod Khosla. Khosla Ventures Associates III, LLC (“KVA III”) is the
general partner of KV III. VK Services, LLC (“VK Services”) is the Manager of KVA III. Vinod Khosla is the Managing Member
of VK Services. As such, (i) each of KVA III and VK Services may be deemed to be the beneficial owners having shared voting power and
shared investment power over 13,875,332 shares of common stock, and (ii) Vinod Khosla may be deemed to be the beneficial owner having
shared voting power and shared investment power over 13,875,332 shares of common stock, and each disclaims beneficial ownership of such
securities except to the extent of his or its pecuniary interest therein. The business address of Vinod Khosla and each of the other entities
listed in this footnote is 2128 Sand Hill Road, Menlo Park, CA 94025. |
| (6) | Consists of shares of common stock held by Guardians of
New Zealand Superannuation, as the manager and administrator of the New Zealand Superannuation Fund. Matt Whineray, Chief Executive Officer,
has direct voting and investment power over these shares. The business address of Guardians of New Zealand Superannuation is 21 Queen
Street Level 12, Auckland 1010, New Zealand. |
| (7) | Any action by Sinopec Capital Co., Ltd. with respect to
its shares, including voting and dispositive decisions, requires a vote of three out of the five members of its investment team. Under
the so-called “rule of three,” because voting and dispositive decisions are made by three out of the five members of the investment
team, none of the members is deemed to be a beneficial owner of securities held by Sinopec Capital Co., Ltd. Accordingly, none of the
members of the investment team is deemed to have or share beneficial ownership of the shares held by Sinopec Capital Co., Ltd. The business
address of Sinopec Capital Co., Ltd. is 22nd Floor, World Financial Center East Tower, 1 East 3rd Ring Middle Road, Chaoyang District,
Beijing, China. |
| (8) | Novo Holdings A/S has the sole power to vote and dispose
of the shares, and no individual or other entity is deemed to hold any beneficial ownership in the shares. The business address of Novo
Holdings A/S is Tuborg Havnevej 19, 2900 Hellerup, Denmark. |
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CERTAIN RELATIONSHIPS AND RELATED PARTY
TRANSACTIONS
Policies and Procedures for Related Party Transactions
Upon consummation of the Business Combination, the Board adopted
a written Related Party Transactions Policy that sets forth our policies and procedures regarding the notification, review, approval,
ratification and disclosure of “related party transactions.” For purposes of this policy, a “related party transaction”
is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we or any
of our subsidiaries are participants involving an amount that exceeds $120,000, in which any “related person” has or will
have a direct or indirect material interest.
Transactions involving compensation for services provided to us
as an employee or director will not be considered related party transactions under this policy. A “related person” is any
executive officer, director, nominee to become a director, a holder of more than 5% of any class of the Company’s voting securities,
including any of their immediate family members and affiliates, including entities owned or controlled by such persons, and any entity
that employs any of the foregoing persons, of which any of the foregoing persons is a general partner, officer or serves in a similar
position, or in which any of the foregoing persons has a 10% percent or greater beneficial ownership interest.
Under the policy, the related person in question or, in the case
of transactions with a holder of more than 5% of any class of the Company’s voting securities, any director or employee with knowledge
of a proposed transaction, must present information regarding the proposed related party transaction to the Audit Committee of the Board
for review. To identify related party transactions in advance, the Company will rely on information supplied by its executive officers,
directors and certain significant stockholders.
The Audit Committee will approve only those transactions that it
determines are in our best interests. The transactions described below under the subheadings “Pre-Business Combination AMCI Related
Party Transactions” and “Legacy LanzaTech Related Party Transactions” were entered into prior to the adoption of the
Related Party Transactions Policy.
Related Party Transactions
Registration Rights Agreement
In connection with the consummation of the Business Combination,
AMCI and Legacy LanzaTech entered into a Registration Rights Agreement that AMCI, AMCI Sponsor II LLC (the “Sponsor”), certain
stockholders of AMCI, Legacy LanzaTech, and certain stockholders of Legacy LanzaTech. Pursuant to the Registration Rights Agreement, we
granted the parties thereto certain customary registration rights with respect to certain shares of common stock and warrants.
In addition, the Registration Rights Agreement provided that the
Sponsor, then-holders of all outstanding shares of AMCI Class B common stock, and certain holders of shares of Legacy LanzaTech capital
stock were subject to certain restrictions on transfer with respect to their shares of common stock and warrants. Such restrictions have
ended.
Indemnification Agreements
In connection with consummating the Business Combination, we entered
into customary indemnification agreements with our directors and executive officers following the Business Combination.
Pre-Business Combination AMCI Related Party Transactions
Founder Shares
On January 29, 2021, the Sponsor paid $25,000, or approximately
$0.005 per share, to cover certain offering costs in consideration for 5,031,250 shares common stock. In March 2021, the Sponsor
transferred all of the founder shares held by it to members of the AMCI Board, management team and persons or entities affiliated with
AMCI Group. Such shares are fully paid. On May 14, 2021, certain of AMCI’s initial stockholders forfeited an aggregate of 718,750
founder shares, resulting in an aggregate of 4,312,500 founder shares outstanding. On September 17, 2021, the over-allotment option
granted in connection with AMCI’s initial public offering (“IPO”) expired unexercised, resulting in the 562,500 additional
founder shares being forfeited.
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Agreements with Anchor Investors
In accordance with the terms of the letter agreements entered into
between AMCI and certain qualified institutional buyers or institutional accredited investors who purchased units in the IPO, including
entities affiliated with Apollo Capital Management, L.P., Adage Capital Partners, L.P., Shaolin Capital Management, LLC and Aristeia Capital,
LLC, (the “Anchor Investors”), certain of AMCI’s initial stockholders agreed to sell an aggregate of 780,000 founder
shares to the Anchor Investors concurrently with the Closing. The Anchor Investors were introduced to AMCI through Evercore, in Evercore’s
capacity as underwriter of AMCI’s IPO. AMCI determined that the fair value of these founder shares was approximately $6.5 million
(or approximately $8.35 per share) using a Monte Carlo simulation. AMCI recognized the excess fair value of these founder shares, over
the price sold to the Anchor Investors, as an expense of the IPO resulting in a charge against the carrying value of AMCI Class A common
stock subject to possible redemption. None of the Anchor Investors are “related persons” with respect to AMCI or the Company
as such term is defined in Item 404(a) of Regulation S-K.
Private Placement Warrants
Simultaneously with the closing of the IPO, the Sponsor purchased
an aggregate of 3,500,000 warrants in a private placement (“Private Placement Warrants”) each exercisable to purchase one
share of AMCI Class A common stock at $11.50 per share, at a price of $1.00 per warrant, or $3,500,000 in the aggregate.
The Private Placement Warrants are not redeemable by AMCI so long
as they are held by the initial purchasers or their permitted transferees. The initial purchasers, or their permitted transferees, have
the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other
than initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable and exercisable by the holders
on the same basis as the warrants included in the units sold in the IPO. Otherwise, the Private Placement Warrants have terms and provisions
that are identical to those of the warrants sold as part of the units in the IPO.
If the Private Placement Warrants are held by holders other than
the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable in all redemption scenarios and exercisable
by the holders on the same basis as the warrants included in the units sold in the IPO.
Private Placement
As part of the Private Placement, AMCI Group, LLC Series 35,
an entity in which Hans Mende, a director of AMCI, holds voting and investment control, subscribed for 1,700,000 shares of AMCI Class
A common stock for an aggregate purchase price of $17,000,000. In connection with the consummation of the Business Combination, all of
the issued and outstanding shares of AMCI Class A common stock, including the shares of AMCI Class A common stock issued to AMCI Group,
LLC Series 35, became shares of common stock. AMCI Group, LLC Series 35 is a member of the Sponsor and a beneficial owner of more
than 5% of AMCI’s currently outstanding securities.
Sponsor Support Agreement and Sponsor Letter Agreement
In connection with the IPO, the Sponsor and the other AMCI Insiders
entered into a letter agreement with AMCI, pursuant to which they agreed to (i) waive their redemption rights with respect to any
founder shares and public shares they hold in connection with the completion of AMCI’s initial business combination, (ii) waive
their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve
an amendment to AMCI’s amended and restated certificate of incorporation to modify the substance or timing of its obligation to
redeem 100% of its public shares if AMCI had not consummated an initial business combination within 24 months from the closing of
the IPO or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity
and (iii) waive their rights to liquidating distributions from the AMCI trust account with respect to any founder shares they hold
if AMCI failed to complete an initial business combination within 24 months from the closing of the IPO or during any extended period
of time as a result of an amendment to our amended and restated certificate of incorporation.
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In connection with the execution of the Merger Agreement, the Sponsor
and the holders of all of the shares of AMCI Class B common stock, including Sponsor, and the holders of all of the shares of Class B
common stock, par value $0.0001 per share, of AMCI, including certain AMCI directors and officers (all of the foregoing, the “AMCI
Insiders”), entered into a support agreement (“Sponsor Support Agreement”) with AMCI and Legacy LanzaTech, pursuant
to which each AMCI Insider agreed, among other things, to: (i) vote all the AMCI Shares held by such AMCI Insider (a) in favor
of each of the condition precedent proposals and (b) against a business combination not relating to the Business Combination and
any other action that would reasonably be expected to (x) materially impede, interfere with, delay, postpone or adversely affect
the Business Combination or any of the other transactions contemplated by the Merger Agreement, (y) to the knowledge of such AMCI
Insider, result in a material breach of any covenant, representation or warranty or other obligation or agreement of AMCI under the Merger
Agreement or (z) result in a material breach of any covenant, representation or warranty or other obligation or agreement contained
in the Sponsor Support Agreement; (ii) irrevocably waive any anti-dilution right or other protection with respect to the shares of
AMCI Class B common stock that would result in the AMCI Class B common stock converting into AMCI Class A common stock at a ratio greater
than one-for-one; and (iii) not to elect to redeem their respective shares of common stock of AMCI in connection with the Business
Combination. In addition, under the Sponsor Support Agreement, the AMCI Insiders agreed to forfeit, on a pro rata basis, the at-risk founder
shares in the event that there was an excess redemption percentage of the issued and outstanding shares of AMCI Class A common stock.
Administrative Service Fee
Subsequent to the closing of the IPO, AMCI agreed to pay its Sponsor
$10,000 per month for office space and secretarial and administrative services provided to members of the management team. For the year
ended December 31, 2022 and for the period from January 28, 2021 (inception) through December 31, 2021, AMCI incurred $120,000 and $50,000
of such fees, respectively, included as general and administrative fees - related party on the accompanying statements of operations included
elsewhere in the prospectus. As of December 31, 2022 and 2021, approximately $120,000 and $50,000, respectively, of such fees are included
as due to related party on the accompanying consolidated balance sheets included elsewhere in the prospectus.
Legacy LanzaTech Related Party Transactions
Private Placement
In connection with the execution of the Merger Agreement, AMCI entered
into subscription agreements (as amended on December 7, 2022, the “Initial Subscription Agreements”) with certain investors,
pursuant to which such investors agreed to purchase, and AMCI agreed to sell to such investors, an aggregate of 12,500,000 shares of common
stock, for a purchase price of $10.00 per share and an aggregate purchase price of $125,000,000, in a private placement transaction immediately
prior to the consummation of the Business Combination (“Private Placement”). Such aggregate number of shares and aggregate
purchase price include 3,000,000 shares of Company common stock to be issued to ArcelorMittal XCarb S. à r.l. (“ArcelorMittal”)
pursuant to the that certain SAFE (Simple Agreement for Future Equity) issued by the Company to ArcelorMittal XCarb S.à r.l. and
dated December 8, 2021 with Legacy LanzaTech, as a result of which such investor entered into an Initial Subscription Agreement prior
to the closing.
AMCI also entered into additional subscription agreements with certain
investors pursuant to which AMCI agreed to issue and sell in a private placement an aggregate of 5,500,000 shares of common stock to such
investors for $10.00 per share and an aggregate purchase price of $55,000,000. Such investors agreed to purchase shares of Company common
stock for an aggregate purchase price of $185,000,000 in the Private Placement.
On February 15, 2022, the Company entered into an amended
and restated collaboration agreement with Mitsui which was further amended on March 24, 2022 and October 2, 2022 (as amended, the “Mitsui
Alliance Agreement”). Under the Mitsui Alliance Agreement, Mitsui must use commercially reasonable efforts to promote our gasification,
waste-to-ethanol and CarbonSmart technology and establish commercial facilities using this technology in Japan. In exchange, we agreed
to exclusively promote and designate Mitsui as our preferred provider of investment and off-take services worldwide, as well as our preferred
provider of engineering, procurement and construction services in Japan, subject to exceptions for certain of our existing commercial
partnerships that allow us to recommend Brookfield as a provider of investment services in specified circumstances, including under our
framework agreement with BGTF LT Aggregator LP, an affiliate of Brookfield Asset Management Inc. We and Mitsui agreed to share prospective
customer information and to structure package offerings of our combined services through either a joint venture or royalty payment structure.
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Under the Mitsui Alliance Agreement, we may not recommend any alternative
provider of the aforementioned services without the advance written consent of Mitsui. In addition, we agreed to provide Mitsui with the
right to first offer its services to any customer who requires or requests these services. We must obtain written consent from Mitsui
before soliciting customers or marketing or recommending our waste-to-ethanol technology in Japan.
The Mitsui Alliance Agreement may be terminated by Mitsui without
cause with three months’ notice. The agreement may be terminated by us or Mitsui if the other party becomes insolvent or if
the agreement is materially breached and the breaching party fails to cure within 30 days after receiving notice of the breach. We
and Mitsui have agreed to indemnify each other against certain third-party claims.
Mitsui, ArcelorMittal, BASF Venture Capital GmbH (“BASF”),
Primetals Technologies Austria GmbH (“Primetals”), Oxy Low Carbon Ventures, LLC (“Oxy”), SHV Energy N.V. (“SHV”)
and Trafigura US Holdings, Inc. (“Trafigura”) are commercial partners of the Company.
The table below sets forth the number of shares of common stock purchased
by the Company’s related parties:
| Related Person |
|
Shares of Class A Common Stock |
|
Cash Purchase Price |
| Guardians of New Zealand Superannuation(1) |
|
1,500,000 |
|
$15,000,000 |
| Khosla Ventures(2) |
|
1,000,000 |
|
$10,000,000 |
| K One W One(3) |
|
200,000 |
|
$ 2,000,000 |
| (1) | Guardians of New Zealand Superannuation is the manager and
administrator of the New Zealand Superannuation Fund. |
| (2) | Represents 1,000,000 shares of common stock purchased by
Future Solutions Investments, LLC for an aggregate purchase price of $10,000,000. |
| (3) | Represents 200,000 shares of common stock purchased by K
One W One (No. 3) Ltd. for an aggregate purchase price of $2,000,000. |
Stockholder Support Agreement
In connection with the execution of the Merger Agreement, holders
of 69.56% of our voting shares in the aggregate entered into a support agreement pursuant to which, among other things, they agreed to
vote in favor of the adoption of the Merger Agreement and any other matters necessary or reasonably requested by AMCI or Legacy LanzaTech
for consummation of the Business Combination.
Equity Financings
Series E Preferred Financing
In July 2019, Legacy LanzaTech issued and sold an aggregate
of 3,149,745 shares of its Series E preferred stock (the “Series E Preferred”) at a purchase price of $22.859 per
share, for an aggregate purchase price of $72.0 million.
Series E-1 Preferred Financing
In February 2020, Legacy LanzaTech issued and sold an aggregate
of 2,034,212 shares of its Series E-1 preferred stock (the “Series E-1 Preferred”) at a purchase price of $22.859
per share, for an aggregate purchase price of $46.5 million.
Series F Preferred Financing
In December 2020, Legacy LanzaTech issued and sold an aggregate
of 3,634,210 shares of its Series F preferred stock (the “Series F Preferred”) at a purchase price of $22.859 per
share, for an aggregate purchase price of $83.1 million.
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The following table summarizes the shares of Series E Preferred,
Series E-1 Preferred and Series F Preferred acquired by Legacy LanzaTech’s directors, executive officers, or holders of
more than 5% of the Company’s capital stock, or any member of the immediate family of the foregoing persons, in the financing transactions
described above.
| Related Person |
|
Series E
Preferred |
|
Series E-1
Preferred |
|
Series F
Preferred |
|
Cash
Purchase Price |
| Guardians of New Zealand Superannuation |
|
— |
|
1,312,394 |
|
— |
|
$ 30,000,014.45 |
| Sinopec Capital Co., Ltd. |
|
— |
|
— |
|
3,634,210 |
|
$ 83,074,406.39 |
LanzaJet Stockholder Loan
On November 9, 2022, Legacy LanzaTech and the other LanzaJet, Inc.
(“LanzaJet”) stockholders entered into a Note Purchase Agreement (“LanzaJet Note Purchase Agreement”), pursuant
to which LanzaJet Freedom Pines Fuels LLC (“FPF”), a wholly owned subsidiary of LanzaJet, will issue, from time to time, notes
in an aggregate principal amount of up to $147.0 million (“LanzaJet Notes) comprised of approximately $113.5 million aggregate
principal amount of 6.00% Senior Secured Notes due December 31, 2043 and $33.5 million aggregate principal amount of 6.00% Subordinated
Secured Notes due December 31, 2043. Legacy LanzaTech committed to purchase $5.5 million of Subordinated Secured Notes in a funding which
occurred on May 1, 2023. The Senior Secured Notes are secured by a security interest over substantially all assets of FPF, and both the
Senior Secured Notes and the Subordinated Secured Notes are secured by a security interest over all intellectual property owned or in-licensed
by LanzaJet. LanzaJet also provides a guarantee of any costs and expenses required to complete the LanzaJet Freedom Pines Demonstration
Facility and achieve commercial operation.
Each purchaser of LanzaJet Notes under the LanzaJet Note Purchase
Agreement is also entitled to receive a warrant for the right to purchase 575 shares of common stock of LanzaJet for each $10,000 of Notes
purchased by such purchaser. On May 1, 2023, we received warrants to purchase 316,250 shares of common stock of LanzaJet for an exercise
price of $0.01 per share in connection with our purchase of $5.5 million of LanzaJet Notes.
Under the LanzaJet Note Purchase Agreement, FPF must provide periodic
progress reports and financial information to the noteholders, in addition to providing notice of certain significant events. Additionally,
FPF is restricted from undertaking certain transactions or making certain restricted payments while the LanzaJet Notes are outstanding.
The LanzaJet Note Purchase Agreement may be amended with the approval of FPF and all noteholders. Upon an event of default under the Note
Purchase Agreement, each purchaser may accelerate its own LanzaJet Notes. Enforcement against the collateral securing the LanzaJet Notes
requires the approval of certain holders as specified in the LanzaJet Notes. Under the LanzaJet Note Purchase Agreement, FPF has agreed
to indemnify the noteholders for certain liabilities.
Employment Agreements
We have entered into employment agreements with each of our executive
officers. These agreements provide for at-will employment for no specified period, and provide for an initial base salary and bonus target.
We have also entered into customary confidentiality, non-competition, and assignment of inventions agreements with each executive officer.
Additional information regarding employment agreements with our named executive officers is discussed above under the section entitled
“Executive Compensation — Executive Employment Agreements and Other Arrangements.”
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries
(e.g., brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same
address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,”
potentially means extra convenience for stockholders and cost savings for companies.
This year, a number of brokers with account holders who are the
Company’s stockholders may be “householding” our proxy materials. A single copy of the proxy materials may be delivered
to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have
received notice from your broker that they will be householding communications to your address, householding will continue until you are
notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer
to receive a separate copy of the proxy materials, please (1) notify your broker, (2) direct your written request to LanzaTech Global,
Inc.,
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8045 Lamon Avenue, Suite 400, Skokie, Illinois 60077, Attn: Corporate
Secretary or (3) call Investor Relations at (847) 324-2400. Stockholders who currently receive multiple copies of the proxy materials
at their address and would like to request householding of their communications should contact their brokers. In addition, upon written
or oral request to the address or telephone number set forth above, we will promptly deliver a separate copy of the proxy materials to
any stockholder at a shared address to which a single copy of the documents was delivered.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS
Pursuant to Rule 14a-8 under the Exchange Act, stockholders may
present proper proposals for inclusion in our proxy statement and for consideration at our next annual meeting of stockholders. Any
proposal of a stockholder intended to be included in our proxy statement for the 2025 Annual Meeting of Stockholders pursuant to
Rule 14a-8 must be received by us no later than December 30, 2024, unless the date of our 2025 Annual Meeting of Stockholders is
more than 30 days before or after June 25, 2025, in which case the proposal must be received a reasonable time before we begin to
print and mail our proxy materials. All proposals should be directed to LanzaTech Global, Inc., 8045 Lamon Avenue, Suite 400,
Skokie, Illinois 60077, Attn: Corporate Secretary.
Pursuant to the terms of our Bylaws, stockholders wishing to submit
proposals or director nominations for consideration at our 2025 Annual Meeting of Stockholders, including those that are not to be included
in such proxy statement and proxy, must provide timely notice in writing to LanzaTech Global, Inc., 8045 Lamon Avenue, Suite 400, Skokie,
Illinois 60077, Attn: Corporate Secretary. Pursuant to our Bylaws, to be timely, a stockholder’s notice must be delivered to or
mailed and received at our principal executive offices not later than the close of business on March 28, 2025 nor earlier than February
26, 2025; provided, however, that if the date of the 2025 Annual Meeting of Stockholders is more than 30 days before or more than 60 days
after such anniversary date, notice by stockholders to be timely must be so delivered, or mailed and received, not earlier than the close
of business on the 120th day prior to such annual meeting and not later than the close of business on the 90th day prior to such annual
meeting or the 10th day following the day on which public disclosure of the date of such annual meeting was first made. Stockholders are
advised to review our Bylaws, which contain additional requirements with respect to advance notice of stockholder proposals and director
nominations.
In addition to satisfying the requirements under our Bylaws with
respect to advance notice of any nomination, any stockholder that intends to solicit proxies in support of director nominees other than
the Company’s nominees must comply with all the requirements of Rule 14a-19 promulgated under the Exchange Act.
ANNUAL REPORT
We will provide to any stockholder entitled to vote at our Annual
Meeting, at no charge, a copy of our 2023 Annual Report, including the financial statements contained therein. Requests should be
directed to: LanzaTech Global, Inc., 8045 Lamon Avenue, Suite 400, Skokie, Illinois 60077, Attn: Corporate Secretary, telephone (847)
324-2400.
OTHER MATTERS
The Board knows of no other matters that will be presented for consideration
at our Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in
the accompanying proxy to vote on such matters in accordance with their best judgment.
| |
By Order of the Board of Directors, |
| |
|
| |
/s/ Joseph Blasko |
|
| |
Joseph Blasko
General Counsel & Corporate Secretary |
April 29, 2024
Skokie, Illinois
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