Adam Comora
About Adam Comora
Adam Comora is Co-Chief Executive Officer of OPAL Fuels and has served in this role since the company’s formation in December 2020. He is 53 years old and holds a Bachelor of Arts in Economics and Government from Cornell University . His background spans Fortistar (2011–2022), where he led TruStar Energy (now OPAL’s dispensing and monetization segment), EnTrust Capital (1998–2011), and JPMorgan Investment Bank (1994–1998) . The proxy highlights pay-for-performance orientation through STIP metrics tied to Adjusted EBITDA, RNG production, capacity placed into construction, and fuel contracts, plus PRSU metrics tied to Adjusted EBITDA (including ITC proceeds) and RNG construction capacity; directors and officers are prohibited from hedging and pledging OPAL stock . Family relationship: Adam is the son of Mark Comora, OPAL’s Chairman, and OPAL is a controlled company under Nasdaq rules via OPAL Holdco (controlled by Mark Comora) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fortistar | Executive roles; President & CEO of TruStar Energy | 2011–2022 | Led TruStar Energy, now OPAL’s dispensing and monetization segment |
| EnTrust Capital | Partner (investment team) | 1998–2011 | Helped scale AUM from $1B to $6B; managed long-only, long/short, and fund of funds strategies |
| JPMorgan Investment Bank | Analyst and Associate | 1994–1998 | Early career experience in investment banking |
External Roles
- No current public-company board roles are disclosed for Adam in OPAL’s proxy filings .
Fixed Compensation
Two-year fixed compensation and annual bonus structure emphasizes at-risk pay via a 100% base salary target bonus and corporate metrics alignment.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 568,269 | 591,808 |
| Target Bonus (% of base) | 100% | 100% |
| Actual Bonus Paid ($) | 422,000 (73% of target) | 415,000 (69% of target) |
Multi-year compensation mix:
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 506,731 | 568,269 | 591,808 |
| Bonus | 650,000 | 422,000 | 415,000 |
| Stock Awards (RSUs/PRSUs) | 595,500 | 1,200,011 | 1,600,000 |
| Option Awards | — | 300,004 | 400,000 |
| Total | 1,752,231 | 2,490,284 | 3,006,808 |
Performance Compensation
Short-Term Incentive Plan (STIP) 2024:
| Metric | Weighting | Payout Opportunity | Notes |
|---|---|---|---|
| Adjusted EBITDA ($mm) | 40% | 0–200% | Non-GAAP definition provided in proxy |
| RNG Production (MMBtus) | 20% | 0–200% | |
| RNG Design Capacity Placed in Construction (MMBtus) | 30% | 0–200% | |
| New Transportation Fuel Contracts (GGEs) | 10% | 0–200% | |
| Strategic/Personal Objectives | 20–30% | — | |
| Safety Modifier | ±10% | — | |
| Adam’s 2024 payout | — | 69% of target | Target bonus = 100% of base salary |
Long-Term Incentive Plan (PRSUs) 2024 grant mechanics and performance grid (performance period 1/1/2024–12/31/2026; vests 3/31/2027):
| Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted EBITDA + ITC Proceeds ($mm) | 50% | 408.8 | 545.0 | 681.3 |
| RNG projects placed into construction (MMBtus) | 50% | 4.5 | 6.0 | 7.5 |
Key PRSU vesting terms:
- Double-trigger acceleration: upon termination without cause or resignation for good reason within 24 months of a change in control, PRSUs vest at the greater of target or performance-to-date; pro-rata vesting permitted for certain non-CIC terminations; death accelerates to target .
Stock options and time-based RSUs:
| Award (Grant) | Shares/Units | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|
| Options (3/31/2023) | 57,035 | $6.97 | 3 equal annual installments starting 3/31/2024 | 3/31/2033 |
| Options (3/31/2024) | 117,648 | $5.02 | 3 equal annual installments starting 3/31/2025 | 3/31/2034 |
| RSUs (3/31/2023) | 107,605 | — | 3 equal annual installments starting 3/31/2024 | — |
| RSUs (3/31/2024) | 201,613 | — | 3 equal annual installments starting 3/31/2025 | — |
| PRSUs (2023 cycle) | 64,563 target | — | Vests 3/31/2026 (subject to performance) | — |
| PRSUs (2024 cycle) | 120,968 target | — | Vests 3/31/2027 (subject to performance) | — |
Equity Ownership & Alignment
Beneficial ownership and option components for Adam Comora:
| Metric | As of 4/19/2024 | As of 4/23/2025 |
|---|---|---|
| Class A shares beneficially owned | 89,787 | 213,930 |
| % of Class A | <1% (*) | <1% (*) |
| Options exercisable within 60 days | 19,012 at $6.97 | 38,023 at $6.97; 39,216 at $5.02 |
| Anti-hedging/pledging policy (directors/officers) | Prohibits hedging/derivatives and pledging | Prohibits hedging/derivatives and pledging |
Outstanding equity awards (year-end 2024 snapshot):
| Category | Count | Valuation basis |
|---|---|---|
| Unvested RSUs (201,613 units) | 201,613 | $683,468 at $3.39/share |
| Unvested PRSUs (threshold reporting) | 60,484 | $205,041 at $3.39/share |
| Unexercisable options (3/31/2024 grant) | 117,648 at $5.02; exp. 3/31/2034 | — |
| Unexercisable options (3/31/2023 grant) | 38,023 at $6.97; exp. 3/31/2033 | — |
| Parent Equity Awards (profits interests in Opco) | 0.06% (7/24/2020); 0.06% (8/4/2020) | Value methodology disclosed in proxy |
Notes:
- Parent Equity Awards represent profits interests tracking Opco performance; their reported market value assumes a hypothetical sale of Opco and full repayment of Fortistar’s contributed capital .
- The proxy explicitly prohibits pledging by directors and executive officers; Hillman’s pledge of certain Class D shares is disclosed at the controlling shareholder level, not for Adam .
Employment Terms
- No employment agreement; no cash severance on change-in-control or termination for NEOs; STIP provides prorated bonus upon qualifying termination post-CIC; PRSUs feature double-trigger acceleration; RSUs/options accelerate on death and certain terminations as specified .
- Indemnification agreements are in place for directors and executive officers .
- Anti-hedging and anti-pledging policies apply to directors and officers .
- OPAL is a controlled company under Nasdaq due to OPAL Holdco’s voting control; governance exemptions may apply .
Investment Implications
- Alignment and incentives: Adam’s pay mix has shifted toward equity, with higher RSU/PRSU and option grant values in 2024 versus 2023, reinforcing long-term alignment with Adjusted EBITDA and RNG buildout milestones; bonus payouts below target (73% in 2023; 69% in 2024) reflect disciplined linkage to performance .
- Vesting and potential supply: RSUs/options vest in equal tranches each March 31 (2025–2027), creating predictable windows for insider selling pressure; PRSUs cliff vest in 2026 and 2027 subject to performance, adding longer-dated equity overhang and performance leverage .
- Retention risk vs governance: Absence of guaranteed severance and reliance on performance equity can elevate retention risk if shares underperform; however, double-trigger PRSU acceleration provides protection on change-of-control. Controlled company status and family relationship to the Chairman warrant continued governance monitoring and related-party oversight (e.g., FS2/CoStar agreements) .
- M&A sensitivity: The Tax Receivable Agreement could require a significant lump-sum payment on change-of-control (estimated ~$133.0 million), potentially influencing strategic transaction timing and economics, an important overlay to executive incentive realizations .