DEF 14A of OPAL Fuels Inc., Apr 23, 2026

DEF 14A of OPAL Fuels Inc.

Filed Apr 23, 2026 · FY20250001628280-26-026900

Open on EDGAR

  1. PROPOSAL 1. ELECTION OF DIRECTORS

    PROPOSAL 1. ELECTION OF DIRECTORS THE BOARD IS SUBJECT TO ANNUAL ELECTION BY THE STOCKHOLDERS. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE FOLLOWING 8 DIRECTOR NOMINEES:

  2. PROPOSAL 1. ELECTION OF DIRECTORS

    | Mark Comora, Chairman | James Martell | Scott M. Sutton | | Betsy L. Battle | Lance Moll | Ashok Vemuri | | Scott Dols | Nadeem Nisar | |

  3. PROPOSAL 1. ELECTION OF DIRECTORS

    You can find information about the director nominees, our Board of Directors, its committees, and other related matters in the section entitled, “Proposal 1 - Election of Directors” of this proxy statement. Delaware law and our By-Laws (“By-Laws”) govern the vote on Proposal 1, on which you may: •Vote “FOR” all of the direct nominees; • “WITHHOLD” authority for all of the director nominees; •Vote “FOR” all director nominees, except for those individual nominees for director for which you indicate you are withholding authority; or •Abstain from voting for all or specific director nominees. Under our By-Laws and assuming a quorum is present, directors will be elected by a plurality of the votes cast and entitled to vote thereon.

  4. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board currently has eight (8) members. The Board has nominated the eight (8) individuals listed below (each a “Nominee,” and together the “Nominees”). All of the Nominees are current directors. Each Nominee has consented to being named in this proxy statement and has agreed to serve as a director if elected. If any Nominee should become unavailable for election, the proxy may be voted for a substitute nominee selected by the persons named in the proxy or the Board may determine to reduce the size of the Board accordingly. The Board is not aware of any existing circumstances likely to render any Nominee unavailable. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each director will hold office until the 2027 Annual Meeting of Stockholders or until a successor is elected and qualified to serve on the Board or until such director’s earlier death, resignation or removal.

  5. ELECTION OF DIRECTORS

    | Name | Age | Position | | Mark Comora | 84 | Chairman | | Betsy L. Battle | 71 | Director | | Scott Dols | 61 | Director | | James Martell | 71 | Director | | Lance Moll | 56 | Director | | Nadeem Nisar | 53 | Director | | Scott Sutton | 61 | Director | | Ashok Vemuri | 57 | Director |

  6. ELECTION OF DIRECTORS

    The following is a brief biography of each director nominee: Mark S. Comora has served as a Chairman of the Board of Directors of the Company since December 2020. Mr. Comora is the Founder and President of Fortistar LLC (“Fortistar”). Since founding Fortistar in 1993, Mr. Comora has led Fortistar’s growth in the decarbonization of power generation, transportation fuels, and industrial processes. Mr. Comora is the chairman of Fortistar’s management and investment committees. Additionally, Mr. Comora currently serves as a member of the board of directors of several of Fortistar's portfolio companies including Epic Star Energy Inc. Mr. Comora is an Officer and Member of the Board of the American Museum of Fly Fishing, the former Chairman of the Board of Directors of Fortistar Sustainable Solutions Corp., and a past member of the board of directors of the Independent Power Producers of New York and the board of directors of the Equipment Leasing Association and Leasing Foundation. Mr. Comora is a CPA and has an MBA from Columbia University and a BA from the University of Michigan. Mr. Mark Comora is the father of Mr. Adam Comora, our Co-Chief Executive Officer. Betsy L. Battle has served as a director of the Company since July 2022. Ms. Battle has served since 2009 as Founding Partner and Chief Investment Officer of Lone Peak Partners Management, LP, an investment firm registered with the SEC and NFA. Prior to her founding Lone Peak Partners Management, LP, she was Director of Manager Selection and a member of the Management Committee at Soros Fund Management LLC. Over her eight years there, she managed multibillion dollar portfolios of external hedge funds for the Quantum group of funds and George Soros, and built the manager selection and due diligence processes as well as the multi-manager portfolio construction and monitoring methodologies. Prior to Soros Fund Management, she held positions at Bankers Trust, Citicorp and JP Morgan, primarily as a manager in Global Sales and Trading. She currently serves on the Board of Directors of the International Advisory Board of Carolina Performing Arts. Ms. Battle also serves as Treasurer and member of the Board of Directors of the Breast Cancer Research Foundation, as well as a Fellow with the Keenan Institute of Private Enterprise, and a member of the President’s Council of the Peconic Land Trust. Ms. Battle received a BA from the University of North Carolina at Chapel Hill in 1976. Scott Dols has served as a director of the Company since July 2022. Mr. Dols is the CEO of several waste-related companies. Mr. Dols is the Founder and, since 2002, has served as CEO of Big Truck Rental, which is a provider of new refuse and roll off rental trucks and provides waste haulers access to the latest model trucks. Mr. Dols is also a past Chairman of the National Waste & Recycling Association and currently serves on the Supplier Board of Governors. Mr. Dols also currently sits on the board of the Environmental Research & Education Foundation, which provides research and educational initiatives that translate directly into action for sustainable waste management practices. Mr. Dols received a BA from the University of Minnesota at Minneapolis in 1983. James Martell has served as a director of the Company since June 2023. Mr. Martell served as Chairman and Chief Executive Officer of Express-1, the predecessor company of XPO Logistics, Inc., a company engaged in freight logistics. Mr. Martell served on the XPO Board until 2016. He joined Express-1 after serving as Chief Executive Officer of SmartMail, which was acquired by DHL International GmbH, from 1999 to 2006. Before that, Mr. Martell was a founding senior executive of UTi Worldwide, a global transportation and logistics company, which he managed from 1995 to 2000. Prior to UTi Worldwide, he spent nearly 14 years in various management positions at FedEx and UPS. Mr. Martell has served on the Boards of multiple private logistics and transportation companies and previously served on the Boards of publicly traded companies Stericycle, Inc. from 2020 to 2022, and Mobile Mini, Inc. from 2010 to 2020. Mr. Martell received an engineering degree from Michigan Tech University in 1972. Lance Moll has served as a director of the Company since October 2025. Mr. Moll is a veteran executive with more than 30 years of experience at FedEx Corporation (NYSE: FDX). Mr. Moll joined FedEx Corporation in 1992, served in various roles through 2025, culminating with his tenure as President and Chief Executive Officer of FedEx Freight. Throughout his career, Mr. Moll has been actively involved in industry and community initiatives, having served on the boards of the Arkansas Trucking Association, the American Trucking Associations (ATA) Trucking Cares Foundation, the Southern Reins Center for Equine Therapy, and the U.S. Chamber of Commerce Foundation. Mr. Moll received a Bachelor of Science in Business Administration from the University of Missouri - Columbia. Nadeem Nisar has served as a director of the Company since December 2020. Since July 2008, Mr. Nisar has served as a Managing Director of Fortistar and Head of Fortistar’s investment team. Mr. Nisar is a member of Fortistar’s management and investment committees which oversee the operations of Fortistar’s portfolio companies. Mr. Nisar serves on the board of directors of several of Fortistar’s portfolio companies, including CarbonFree Chemicals LLC, Epic Star Energy Inc. and Pellucere Technologies. Since joining Fortistar in 2008, Mr. Nisar has been executing Fortistar’s successful long-term strategy of sponsoring control investments in large scale power generation and energy infrastructure companies as well as leading Fortistar’s growth equity investments in biofuels, carbon capture and circular economy sectors. Prior to Fortistar, Mr. Nisar was a member of Deutsche Bank AG’s Power & Utilities group and Credit Suisse Securities (USA) LLC’s M&A and Global Energy teams where he advised on $30 billion in M&A and $20 billion in financing transactions. Mr. Nisar has a BS in Electrical Engineering from Washington University and a BA in Physics and Economics from Ohio Wesleyan University. Scott Sutton has served as a director of the Company since November 2025. Mr. Sutton is a seasoned executive with more than 30 years of leadership in the chemicals industry. From January 5, 2026 through April 20, 2026, he served as President and Chief Executive Officer of Rayonier Advanced Materials Inc., where he also served as a member of the board of directors. Mr. Sutton previously served as Chairman of the board of directors of Olin Corporation from 2021 to 2024 and as its President and Chief Executive Officer from 2020 to 2024, after joining its board in 2018. He also served as a member of the board of directors of Celanese Corporation (NYSE: CE) from 2025 until January 2026. Prior to Olin, Mr. Sutton served as President and Chief Executive Officer and a member of the board of directors of Prince International Corporation from 2019 to 2020, and prior to that held a number of senior executive roles at Celanese Corporation. Earlier in his career, Mr. Sutton served as President and General Manager of Chemtura AgroSolutions from 2011 to 2013, as Business Manager of Landmark from 2008 to 2011, and in various management roles at Albemarle Corporation (NYSE: ALB) from 1990 to 2008. Mr. Sutton began his career at Andersen Consulting as a Senior Consultant from 1987 to 1990. Mr. Sutton holds a Bachelor of Science degree in Civil Engineering from Louisiana State University.

  7. ELECTION OF DIRECTORS

    Ashok Vemuri has served as a director of the Company since July 2022. Since January 2023, Mr. Vemuri has also served on the board of directors of Version 1. From July 2020 to September 2022, Mr. Vemuri served as the Chairman of the board of directors of OSG Billing. He also served as Chief Executive Officer and a Director of Conduent Incorporated, a global digital interactions company, from the company’s inception as a result of the spin-off from Xerox Corporation in January 2017 through August 2019. He previously served as Chief Executive Officer of Xerox Business Services, LLC and as an Executive Vice President of Xerox Corporation from July 2017 to December 2017. Prior to that, he was President, Chief Executive Officer, and a member of the Board of Directors of IGATE Corporation, a New Jersey-based global technology and services company now part of Capgemini, from 2013 to 2015. Before IGATE, Mr. Vemuri spent fourteen years in a variety of leadership and business development roles at Infosys, a multinational consulting and IT services company, where he joined as a business development manager and rose to serve as a member of the board. Mr. Vemuri holds a Bachelor of Science degree from St. Stephen’s College, Delhi, and received his MBA from the Indian Institute of Management, Ahmedabad. Mr. Vemuri has served as a director for The Kroger Co. (NYSE: KR) since 2019, where he sits on the Audit and Financial Policy Committees.

  8. Nominees for Director and Other Stockholder Proposals for the 2027 Annual Meeting of Stockholders

    Nominees for Director and Other Stockholder Proposals for the 2027 Annual Meeting of Stockholders Proposals for Inclusion in the 2027 Proxy From time to time, stockholders present proposals that may be proper subjects for inclusion in the proxy statement and for consideration at an annual meeting. Under SEC rules, in order to be included in the proxy statement for the 2027 Annual Meeting of Stockholders, stockholder proposals submitted under Rule 14a-8 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), must be received by our Corporate Secretary at One North Lexington Ave, White Plains, New York 10601 not later than December 24, 2026. Proposals we receive after that date will not be included in the Company’s proxy statement for the 2027 Annual Meeting of Stockholders. In the event the date of the 2027 Annual Meeting of Stockholders has been changed by more than 30 days from the date of the 2026 Annual Meeting, stockholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 2027 Annual Meeting of Stockholders must submit the proposal to us at our office with a reasonable time before we begin to print and send our proxy materials for our 2027 Annual Meeting. Other Proposals and Nominations Our By-Laws require that a stockholder who otherwise intends to: (i) present a proposal outside of Rule 14a-8 under the Exchange Act; or (ii) nominate a director for our 2027 Annual Meeting of Stockholders, must deliver notice to our Corporate Secretary, in proper written form and in accordance with the requirements of the By-Laws, on or after February 17, 2027 but no later than March 19, 2027; provided, however, in the event that the date of the 2027 Annual Meeting of Stockholders is more than 30 days before or more than 60 days after the anniversary date of the 2026 Annual Meeting, notice by the stockholder must be delivered not earlier than the close of business on the 120th day prior to the date of the 2027 Annual Meeting of Stockholders and not later than the close of business on the later of (i) the 90th day prior to the date of the 2027 Annual Meeting of Stockholders or (ii) the 10th day following the day on which public announcement of the date of the 2027 Annual Meeting of Stockholders is first made by us. The deadline for providing notice to the Company under Rule 14a-19, the SEC’s universal proxy rule, of a shareholder’s intent to solicit proxies in support of nominees submitted under the Company’s advance notice bylaw for our 2027 Annual Meeting is April 18, 2027. Shareholders intending to provide such a notice must comply with all requirements of Rule 14a-19 in addition to all requirements under our By-Laws, including the timing of notice requirements described above.

  9. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  10. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | | Stock Awards ($) (2) (3) | | Option Awards ($) (4) | | Non equity incentive plan compensation ($) | | Nonqualified deferred compensation earnings ($) | | All other compensation ($) | | Total ($) | | Adam Comora, Co-Chief Executive Officer | 2025 | 614,808 | 395,453 | | 1,600,000 | | 400,000 | | | | | | | | 3,010,261.00 | | | 2024 | 591,808 | 415,000 | | 1,600,000 | | 400,000 | | - | | - | | - | | 3,006,808 | | Jonathan Maurer, Co-Chief Executive Officer | 2025 | 614,808 | 395,453 | | 1,600,000 | | 400,000 | | | | | | 24,857(5) | | 3,035,118 | | | 2024 | 591,808 | 415,000 | | 1,600,000 | | 400,000 | | - | | - | | 24,502 | | 3,031,310 | | Kazi Hasan, Chief Financial Officer | 2025 | 432,692 | 459,506 | | 1,680,000 | | 420,000 | | | | | | 193,533(6) | | 3,185,731 | | | 2024 | - | | - | | - | | - | | - | | - | | - | | | John Coghlin, General Counsel | 2025 | 430,616 | 266,407 | | 640,000 | | 160,000 | | | | | | 13,760(7) | | 1,510,783 | | | 2024 | 411,692 | 248,000 | | 1,360,000 | | 140,000 | | - | | - | | 9,908 | | 2,169,600 |

  11. SUMMARY COMPENSATION TABLE

    | (1) Includes cash discretionary bonuses paid under the STIP to NEOs in 2025 and 2024. Please see additional information below in the section “Narrative Disclosure to the Summary Compensation Table”. For Mr. Hasan, the amount shown includes an additional sign-on bonus in the amount of $150,000. | | (2) On March 31, 2024, the Company granted time-based restricted stock units which will be settled in Class A common stock to Messrs. Comora, Maurer and Coghlin. On March 31, 2025, the Company granted such restricted stock units to all NEOs. The amounts shown above reflect the aggregate grant date fair value of such awards computed in accordance with the FASB’s ASC Topic 718. The assumptions used in calculating these amounts are incorporated herein by reference to Note 17. Stock based compensation, to the Company’s consolidated financial statements, set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. | | (3) On March 31, 2024, the Company granted performance-based restricted stock unit awards, which will be settled in Class A common stock, to Messrs. Comora, Maurer and Coghlin. On March 31, 2025, the Company granted such performance-based restricted stock unit award to all NEOs. The amounts shown above reflect the aggregate grant date fair value of such PRSU awards computed in accordance with the FASB’s ASC Topic 718. The assumptions used in calculating these amounts are incorporated herein by reference to Note 17. Stock based compensation, to the Company’s consolidated financial statements, set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. For each PRSU, the table above sets forth both the grant date fair value assuming the most probable outcome of performance conditions, and the table below sets forth the grant date fair value assuming the maximum award is achieved (which is calculated as the maximum number of shares with respect to which payment could be achieved, multiplied by the grant date closing price) are presented. |

  12. SUMMARY COMPENSATION TABLE

    | | | Grant Date Fair Value ($) | | | Name | Grant Date | Assuming Most Probable Outcome is Achieved | Assuming Maximum Value is Achieved | | Adam Comora | March 31, 2025 | 599,062 | 1,198,124 | | | March 31, 2024 | 600,001 | 1,200,002 | | Jonathan Maurer | March 31, 2025 | 599,062 | 1,198,124 | | | March 31, 2024 | 600,001 | 1,200,002 | | Kazi Hasan | March 31, 2025 | 629,016 | 1,258,032 | | John Coghlin | March 31, 2025 | 239,625 | 479,250 | | | March 31, 2024 | 210,001 | 420,002 |

  13. SUMMARY COMPENSATION TABLE

    | (4) On March 31, 2024, the Company granted time-based stock options exercisable for Class A common stock to Messrs. Comora, Maurer and Coghlin at an exercise price of $3.39. On April 8, 2025, the Company granted such time-based stock options to all NEOs at an exercise price of $1.53. In each case, such exercise prices represented an amount equal to or greater than the closing price on the applicable date of grant. The amounts shown above reflect the aggregate grant date fair value of such awards computed in accordance with the FASB’s ASC Topic 718. The assumptions used in calculating these amounts are incorporated herein by reference to Note 17. Stock based compensation, to the Company’s consolidated financial statements, set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. | | (5) This amount represents matching contributions under the terms of our 401(k) plan paid by us on behalf of Mr. Maurer. | | (6) This amount represents (i) matching contributions under the terms of our 401(k) plan paid by us on behalf of Mr. Hasan in the amount of $11,538; and (ii) relocation expenses paid by us on behalf of Mr. Hasan in the amount of $181,995. | | (7) This amount represents matching contributions under the terms of our 401(k) plan paid by us on behalf of Mr. Coghlin. |

  14. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  15. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Option Awards | | | | Stock Awards | | | | | Name and Principal Position (a) | Grant Date (b) | Number of Securities Underlying Unexercised Options Exercisable (#) (c) | Number of Securities Underlying Unexercised Options Unexercisable (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have not Vested ($) (h) (1) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) (2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) (1) | | Adam Comora (3) | 3/31/2025 | — | — | — | — | 489,429 | 1,155,052 | 126,273 | 298,004 | | | 4/8/2025 | — | 277,778 | 1.53 | 49,407 | — | — | — | — | | (4) | 3/31/2024 | — | — | — | — | 134,409 | 317,205 | 64,113 | 151,307 | | | 3/31/2024 | 39,216 | 78,432 | 5.02 | 49,034 | — | — | — | — | | (5) | 3/31/2023 | — | — | — | — | 35,869 | 84,651 | 23,243 | 54,853 | | | 3/31/2023 | 38,023 | 19,012 | 6.97 | 48,669 | — | — | — | — | | Jonathan Maurer (3) | 3/31/2025 | — | — | — | — | 489,429 | 1,155,052 | 126,273 | 298,004 | | | 4/8/2025 | — | 277,778 | 1.53 | 49,407 | — | — | — | — | | (4) | 3/31/2024 | — | — | — | — | 134,409 | 317,205 | 64,113 | 151,307 | | | 3/31/2024 | 39,216 | 78,432 | 5.02 | 49,034 | — | — | — | — | | (5) | 3/31/2023 | — | — | — | — | 35,869 | 84,651 | 23,243 | 54,853 | | | 3/31/2023 | 38,023 | 19,012 | 6.97 | 48,669 | — | — | — | — | | John Coghlin (6) | 3/31/2025 | — | — | — | — | 195,772 | 462,022 | 50,509 | 119,201 | | | 4/8/2025 | — | 111,112 | 1.53 | 49,407 | — | — | — | — | | (7) | 3/31/2024 | — | — | — | — | 208,334 | 491,669 | 22,440 | 52,958 | | | 3/31/2024 | 13,726 | 27,451 | 5.02 | 49,034 | — | — | — | — | | (8) | 3/31/2023 | — | — | — | — | 16,739 | 39,503 | 10,847 | 25,598 | | | 3/31/2023 | 17,744 | 8,872 | 6.97 | 48,669 | — | — | — | — | | Kazi Hasan (9) | 3/31/2025 | — | — | — | — | 513,900 | 1,212,804 | 312,904 | 738,453 | | | 4/8/2025 | — | 291,667 | 1.53 | 49,407 | — | — | — | — | | (1) | The dollar amounts shown in columns (h) and (j) are determined by multiplying the number of shares or units (other than Parent Equity Awards as described in footnotes below) in columns (g) and (i), by $2.36, the closing share price of the Company’s Class A common stock on December 31, 2025, the last trading day of the Company’s fiscal year. The PRSUs shown in Column (i) are the unvested PRSUs granted which are based on the achievement of threshold performance goals. | | | | | | | | | | (2) | The market value of Parent Equity Awards (as defined above) shown in column (h) represents the value of the Profits Portion (as defined in footnote 5 below) assuming that (i) all of the equity or assets of Opco were sold for fair market value on December 31, 2025, (ii) the proceeds of such sale were distributed to the equity holders of Opco (which, in turn distributed such amounts to their owners), and (iii) Fortistar received full repayment of its capital contributed to Opco. | | | | | | | | | | (3) | On March 31, 2025, the Company granted 489,429 RSUs and on April 8, 2025, the Company granted an option to purchase 277,778 shares of Class A common stock to the recipient, which each vest in three equal installments on March 31, 2026, March 31, 2027 and March 31, 2028, subject to acceleration of vesting as described above. On March 31, 2025, the Company granted 293,658 PRSUs which represent achievement of target performance goals for the measurement period between January 1, 2025 to December 31, 2027, and which fully vest on March 31, 2028, subject to acceleration of vesting as described above. All the outstanding awards are subject to continued employment with the Company on the applicable vesting date (as further described above). | | | | | | | | |

  16. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) On March 31, 2024, the Company granted 201,613 RSUs and an option to purchase 117,648 shares of Class A common stock to the recipient, which each vest in three equal installments on March 31, 2025, March 31, 2026 and March 31, 2027, subject to acceleration of vesting as described above. The Company granted 120,968 PRSUs which represent achievement of target performance goals for the measurement period between January 1, 2024 to December 31, 2026, and which fully vest on March 31, 2027, subject to acceleration of vesting as described above. All the outstanding awards are subject to continued employment with the Company on the applicable vesting date (as further described above). | | (5) On March 31, 2023, the Company granted 107,605 RSUs and an option to purchase 57,035 shares of Class A common stock to the recipient, which vest in three equal installments on March 31, 2024, March 31, 2025 and March 31, 2026, subject to acceleration of vesting as described above. The Company granted 64,563 PRSUs which represent achievement of target performance goals for the measurement period between January 1, 2023 to December 31, 2025, and which fully vest on March 31, 2026, subject to acceleration of vesting as described above. All the outstanding awards are subject to continued employment with the Company on the applicable vesting date (as further described above). | | (6) On March 31, 2025, the Company granted 195,772 RSUs and on April 8, 2025, the Company granted an option to purchase 111,112 shares of Class A common stock to the recipient, which each vest in three equal installments on March 31, 2026, March 31, 2027 and March 31, 2028, subject to acceleration of vesting as described above. On March 31, 2025, the Company granted 117,463 PRSUs which represent achievement of target performance goals for the measurement period between January 1, 2025 to December 31, 2027, and which fully vest on March 31, 2028, subject to acceleration of vesting as described above. All the outstanding awards are subject to continued employment with the Company on the applicable vesting date (as further described above). | | (7) On March 31, 2024, the Company granted 231,856 RSUs and an option to purchase 41,177 shares of Class A common stock to the recipient. A total of 161,291 RSUs vest on March 31, 2027 and the remaining 70,565 RSUs vest in three equal annual installments on March 31, 2025, March 31, 2026 and March 31, 2027, subject to acceleration of vesting as described above. The option to purchase 41,177 shares of Class A common stock vests in three equal annual installments on March 31, 2025, March 31, 2026 and March 31, 2027, subject to acceleration of vesting as described above. The Company granted 42,339 PRSUs which represent achievement of target performance goals for the measurement period between January 1, 2024 to December 31, 2026, vest 100% on March 31, 2027, subject to acceleration of vesting as described above. All the outstanding awards are subject to continued employment with the Company on applicable vesting date. | | (8) On March 31, 2023, the Company granted 82,498 RSUs and an option to purchase 26,616 shares of Class A common stock to the recipient, out of which 32,282 RSUs vest in two equal annual installments on March 31, 2024 and March 31, 2025 and 50,216 RSUs vest in three equal annual installments on March 31, 2024, March 31, 2025 and March 31, 2026, subject to acceleration of vesting as described above. The option to purchase 26,616 shares of Class A common stock vest in three equal annual installments on March 31, 2024, March 31, 2025 and March 31, 2026, subject to acceleration of vesting as described above. The Company granted 30,130 PRSUs which represent achievement of target performance goals for the measurement period between January 1, 2023 to December 31, 2025, vest 100% on March 31, 2026, subject to acceleration of vesting as described above. All the outstanding awards are subject to continued employment with the Company on applicable vesting date. | | (9) On March 31, 2025, the Company granted 513,900 RSUs and options to purchase 291,667 shares of Class A common stock to the recipient, out of which 293,657 RSUs vest in two equal annual installments on March 31, 2026 and March 31, 2027 and 220,243 RSUs vest in three equal annual installments on March 31, 2026, March 31, 2027 and March 31, 2028, subject to acceleration of vesting as described above. The option to purchase 166,667 shares of Class A common stock vests in two equal annual installments on March 31, 2026 and March 31, 2027, and the option to purchase 125,000 shares of Class A common stock vests in three equal annual installments on March 31, 2026, March 31, 2027 and March 31, 2028, subject to acceleration of vesting as described above. The Company granted 308,341 PRSUs which represent achievement of target performance goals for the measurement period between January 1, 2025 to December 31, 2027, and which fully vest on March 31, 2028, subject to acceleration of vesting as described above. All of the outstanding award are subject to continued employment with the Company on the applicable vesting date (as further described above). |

  17. Director Compensation Table

    Director Compensation Table The following Director Compensation Table sets forth the compensation of our directors for the fiscal year ending December 31, 2025.

  18. Director Compensation Table

    | Name | Fee earned or paid in cash ($) (1) | Stock awards ($) (2) | Total ($) | | Mark Comora | $75,000 | $135,000 | $210,000 | | Betsy Battle | 60,000 | 135,000 | 195,000 | | Scott Dols | 68,042 | 135,000 | 203,042 | | Kevin Fogarty | 39,667 | 135,000 | 174,667 | | James Martell | 75,000 | 135,000 | 210,000 | | Lance Moll | 15,000 | 67,500 | 82,500 | | Nadeem Nisar | 70,000 | 135,000 | 205,000 | | Scott Sutton | 11,667 | 56,250 | 67,917 | | Ashok Vemuri | 90,000 | 135,000 | 225,000 | | Total | $504,376 | $1,068,750 | $1,573,126 |

  19. Director Compensation Table

    | (1) The amounts shown in this column are the fees earned for the year for our Directors which includes a base fee of $60,000 as well as additional fees of $15,000 and $10,000, respectively, for participation in the Audit and Compensation Committees, respectively, and an additional $5,000 payment for chairing a committee. | | (2) On March 31, 2025, the Company granted 66,073 time-based RSUs convertible into Class A common stock to each of Ms. Battle and Messrs. Comora, Dols, Martell, Nisar and Vemuri, which vest 100% on March 31, 2026. On October 1, 2025, the Company granted 26,680 time-based RSUs convertible into Class A common stock to Mr. Moll, which vests 100% on October 1, 2026. On November 1, 2025, the Company granted 23,340 time-based RSUs convertible into Class A common stock to Mr. Sutton, which vest 100% on November 1, 2026. The amounts shown above reflect the aggregate grant date fair value of such awards computed in accordance with the FASB’s ASC Topic 718. The assumptions used in calculating these amounts are incorporated herein by reference to Note 14. Stock-Based Compensation, to the Company’s consolidated financial statements, set forth in our Annual Report on Form 10-K for the year ended December 31, 2025. Other than these RSUs, our non-employee directors hold no other equity incentive awards. |

  20. Narrative to Director Compensation Table

    Narrative to Director Compensation Table All non-employee directors are paid as members of our Board, and, if applicable, as members of any committee of our Board, certain annual retainers as determined by our Board. The 2025 non-employee director compensation policy is summarized as follows: Each non-employee director shall be entitled to an annual cash retainer in the amount of $60,000. For each committee of our Board upon which a non-employee director serves as a member, he or she shall be entitled to receive an additional cash retainer in the amount of $10,000 (or $15,000 in the case of the Audit Committee). For each committee upon which a non-employee director serves as both a member and a chairperson, such director shall be entitled to receive an additional payment in the amount of $5,000. On an annual basis, each non-employee director shall be entitled to receive an equity award in the form of RSUs of OPAL Fuels. The number of shares subject to such awards shall be determined by dividing $130,000 by the Fair Market Value (as defined in our 2022 Omnibus Equity Incentive Plan (or its successor plan)) of our common stock on the date of grant of such award. Each non-employee director will also be reimbursed for reasonable travel and other business expenses incurred in connection with attending meetings of our Board and its committees.