John Ciroli
About John Ciroli
John Ciroli is Chief Legal Officer and Secretary of Montauk Renewables (since January 2023), following service as Vice President, General Counsel and Secretary at Montauk Renewables (Jan 2021–Jan 2023) and at Montauk Energy Holdings (joined July 2020) . He has 25+ years advising corporations and government entities across contracts, M&A, litigation, employment, procurement, and regulatory affairs, was a professor at Concord Law School (now Purdue Global), and is admitted to the Pennsylvania State Bar and the bar of the U.S. Supreme Court . Incentive pay for 2023–2024 tied to Adjusted EBITDA targets was not earned as EBITDA goals were missed; however, discretionary and MBO bonuses were paid based on strategic objectives, highlighting performance emphasis on operational milestones rather than financial targets alone .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Montauk Renewables, Inc. | Chief Legal Officer & Secretary | Jan 2023–present | Senior legal leadership for public company; governance and regulatory oversight |
| Montauk Renewables, Inc. | VP, General Counsel & Secretary | Jan 2021–Jan 2023 | Built legal function during public company phase; corporate secretary responsibilities |
| Montauk Energy Holdings | VP, General Counsel & Corporate Secretary | Jul 2020–Jan 2023 | Legal leadership across Montauk affiliates; corporate governance |
| FAAC Group (North America) | North American Counsel & HR Manager | Jul 2016–Jul 2020 | Represented U.S./Canada entities; employment and regulatory matters |
| Housing Authority of the City of Pittsburgh | Senior Litigation Counsel | 2014–Jul 2016 | Led litigation for government entity |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Concord Law School (now Purdue Global) | Professor (Contracts, Constitutional Law, Torts, Evidence) | Not disclosed | Legal education; subject matter expertise development |
| Professional | Pennsylvania State Bar; U.S. Supreme Court Bar | Not disclosed | Licensure credentials indicating senior legal qualifications |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 279,240 | 238,354 | 345,168 |
| Bonus ($) | 275 | 95,168 | 142,800 |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | 1,700,258 | — |
| Non-Equity Incentive Plan ($) | 12,375 | — | — |
| All Other Compensation ($) | 15,536 | 17,072 | 21,921 |
| Total ($) | 307,426 | 2,050,852 | 509,889 |
Performance Compensation
| Year | Metric | Weighting (as % of base salary) | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 | Adjusted EBITDA | ~15% | ≥95% of $82,115,122 | Not attained | 0% | Cash (N/A) |
| 2024 | MBOs (individual objectives) | ~15% | Per identified objectives | 80% of target earned | Included in $142,800 total | Cash (N/A) |
| 2024 | Discretionary (individual performance) | ~30% | Committee discretion | 100% of target earned | Included in $142,800 total | Cash (N/A) |
| 2023 | Adjusted EBITDA | ~30% | ≥95% of $75,781,472 | Not attained | 0% | Cash (N/A) |
| 2023 | Discretionary (individual performance) | ~30% | Committee discretion | 100% of target earned | $94,873 paid | Cash (N/A) |
Definitions: Adjusted EBITDA determined as earnings before income tax, interest, depreciation, depletion, amortization, other income, and certain other non-operating charges, as determined by the Compensation Committee .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 28, 2025) | 317,298 shares; less than 1% of 143,336,666 shares outstanding |
| Stock ownership guidelines | Executives reporting to CEO: 3x base salary; options and RSUs count toward compliance |
| Anti-hedging/anti-pledging | Company policy prohibits hedging and pledging of Company securities by officers, directors, employees, and designees |
| Options (Exercisable) | 159,827 at $11.38; expire 1/28/2031 |
| Options (Unexercisable tranches) | 133,333 at $6.77 exp. 4/19/2027; 133,333 at $6.77 exp. 4/19/2028; 133,334 at $6.77 exp. 4/19/2029 |
| RS award (unvested) | 55,312 shares vest on Aug 26, 2025; market value $240,054 based on $4.34 close on Dec 29, 2024 |
| Prior RS schedule (as of Dec 31, 2023) | 55,312 vest Aug 26, 2024; 55,312 vest Aug 26, 2025 |
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreement | Effective June 1, 2020; initial base salary $190,000; eligible for annual performance bonus with target 30% and stretch up to 60% of base salary |
| Severance | No payments or benefits upon termination for any reason under employment agreement |
| Equity award vesting (termination) | Options vest upon termination without cause, death, disability, or retirement (pro rata for retirement); RS awards include double-trigger vesting if assumed in a change-in-control and employment terminated without cause during remaining vesting term |
| Restrictive covenants | Option award agreements include one-year non-compete and non-solicit during employment and for one year thereafter; confidentiality and IP protection covenants |
| Clawback policy | Company maintains clawback policy compliant with SEC/Nasdaq listing rules (Exhibit 97.1 to FY 2024 Form 10-K) |
Compensation Structure Analysis
- 2023 mix was equity-heavy (Option Awards $1.70M), shifting to cash-only in 2024 with higher salary and cash bonuses; no performance bonus paid in either year due to EBITDA misses, while discretionary/MBO components were awarded, indicating committee emphasis on strategic execution amidst financial shortfalls .
- Ownership alignment supported by strict anti-hedging/anti-pledging policy and 3x salary ownership guidelines; upcoming RS vest (Aug 26, 2025) and option vest tranches (2026–2028) create potential trading windows but policy constraints reduce hedging/pledging-related risk .
Investment Implications
- Pay-for-performance alignment is mixed: EBITDA goals missed in 2023–2024 (no performance bonus), but significant discretionary/MBO payouts reflect strategic milestone prioritization; monitor whether 2025+ incentives reweight toward hard financial metrics to strengthen alignment .
- Retention risk appears mitigated primarily by ongoing option/RS vesting and ownership guidelines rather than severance protections, as Ciroli’s employment agreement provides no termination payments; upcoming vest dates (Aug 2025 RS; options 2026–2028) may influence liquidity and selling pressure considerations .
- Governance controls (anti-hedging/pledging, clawback) and modest personal ownership (<1%) suggest limited misalignment red flags; however, small direct stake means incentives depend heavily on equity award structures and vesting cadence rather than outright share ownership .