Darrell Birck
About Darrell Birck
Darrell Birck is Executive Vice President at OPAL Fuels, serving since December 2024; he is 62 years old . His background spans senior operations leadership at Koch Industries’ DEPCOM Power (Senior Vice President, Project Operations), Georgia-Pacific Corrugated (Senior Director of Operations), Flint Hills Resources (Vice President, Operations for Biofuels & Ingredients overseeing eight biorefineries), and 19 years at Cytec Solvay Group leading operations at chemical manufacturing facilities . OPAL ties executive incentives to operational and financial performance, including Adjusted EBITDA, RNG output and projects placed into construction under its STIP and PRSU frameworks . OPAL prohibits hedging and pledging of company stock by executive officers, requires pre-clearance, and enforces blackout periods, which moderates opportunistic trading risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DEPCOM Power (Koch Industries) | Senior Vice President, Project Operations | “Over a decade” | Led execution and scaling for a leading solar energy solutions provider |
| Georgia-Pacific Corrugated | Senior Director of Operations | Not disclosed | Oversaw operations for a major global manufacturer in packaging/building products |
| Flint Hills Resources | Vice President, Operations (Biofuels & Ingredients) | Not disclosed | Oversaw eight biorefineries; operational leadership in biofuels |
| Cytec Solvay Group | Operations leader | 19 years | Ran operations at chemical manufacturing facilities |
External Roles
No public company board or external roles disclosed for Mr. Birck in OPAL’s proxy .
Fixed Compensation
- Base salary, target bonus, and actual bonus for Mr. Birck are not disclosed in the 2025 proxy (NEO disclosure covers Co-CEOs, General Counsel, EVP Dave Unger) .
- OPAL reviews executive base salaries annually based on role scope, market benchmarks, and performance; executives participate in standard employee benefits and the 401(k) plan on the same basis as other employees .
Performance Compensation
Short-Term Incentive Plan (STIP) – Design and Metrics
| Performance Measure | % of Payout | Payout Opportunity | Range of Weighting |
|---|---|---|---|
| Adjusted EBITDA ($ millions) | 40% | 0–200% | Part of Corporate Metrics 70–80% |
| RNG Production (MMBtus) | 20% | 0–200% | Part of Corporate Metrics 70–80% |
| RNG Design Capacity Placed in Construction (MMBtus) | 30% | 0–200% | Part of Corporate Metrics 70–80% |
| New Transportation Fuel Contracts (GGEs) | 10% | 0–200% | Part of Corporate Metrics 70–80% |
| Strategic/Personal Objectives | — | — | 20–30% |
| Safety Modifier | — | ±10% | Company-wide safety modifier |
Notes:
- Committee maintains discretion to adjust for extraordinary items (e.g., RIN pricing, ITC timing) .
- Upon change in control, a terminated participant (other than for cause) is entitled to a prorated bonus per plan terms .
Long-Term Incentive Plan (LTIP) – PRSU Performance Grid (2024 grant cycle)
| Metric | Weighting | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted EBITDA + ITC Proceeds ($ millions) | 50% | $408.8 → 50% | $545.0 → 100% | $681.3 → 200% |
| RNG Projects Placed into Construction (MMBtus) | 50% | 4.5 → 50% | 6.0 → 100% | 7.5 → 200% |
Vesting and Acceleration Terms:
- 2024 RSUs and options vest in three equal annual tranches on March 31 of 2025/2026/2027; PRSUs for the 2024 cycle vest on March 31, 2027 after the 2024–2026 performance period .
- RSUs/options accelerate to next tranche upon disability or termination without cause; full acceleration upon death; full acceleration for RSUs/options upon termination without cause or resignation for good reason within 24 months of a change in control (double-trigger) .
- For PRSUs, Termination Event (no CIC) entitles pro rata vesting at target; CIC termination vests the greater of target or performance-to-date; death vests at target; post-period termination vests based on actual performance .
Option Grant Policy and Timing:
- Company last granted stock options on April 8, 2025; it does not grant options to Section 16 insiders close to material nonpublic information releases and enforces timing restrictions around filings; these restrictions do not apply to RSUs .
Equity Ownership & Alignment
- Anti-hedging/anti-pledging policy applies to directors and executive officers; margin/pledging transactions are prohibited except if expressly permitted by the General Counsel; all trades require pre-clearance and adhere to blackout/window rules .
- Individual beneficial ownership for Mr. Birck is not separately disclosed; all directors and executive officers as a group (15 persons) held 2,111,462 Class A shares (7.3% of Class A) as of the record date .
- Controlled company: voting control resides with OPAL Holdco (Fortistar) led by Chairman Mark Comora; as a result, OPAL may rely on Nasdaq “controlled company” governance exemptions .
Employment Terms
- Executive officers are elected annually and serve at the discretion of the Board; no family relationships disclosed for Mr. Birck; no legal proceedings involving executive officers in the last 10 years .
- The proxy states no NEOs have employment agreements; change-in-control economics primarily arise through equity award acceleration and STIP prorating; OPAL documents do not disclose severance multiples or tax gross-ups for executives .
- Outstanding award schedules (RSUs/options/PRSUs) and double-trigger CIC acceleration set the cadence for potential future share availability/settlement; award cycles and vest dates cluster around March 31 based on recent grant practices .
Investment Implications
- Alignment and selling pressure: OPAL’s anti-hedging/anti-pledging and pre-clearance/blackout regime curbs short-term trading incentives, while three-year vesting on RSUs/options and three-year PRSU performance periods create scheduled equity settlement windows that can coincide with March 31 in 2025–2027 for recent grants, moderating but not eliminating supply overhang risk around vest dates .
- Pay-for-performance: The heavy weighting to Adjusted EBITDA (including ITC monetization) and RNG project execution ties upside to operational throughput and project milestones; PRSU grids with 200% maximums emphasize scale-up execution, but also embed exposure to RIN pricing and ITC timing that the Committee may adjust for in STIP .
- Retention risk: Absence of disclosed employment agreements and the controlled company governance structure place retention economics primarily in equity awards and prorated STIP upon CIC termination, rather than fixed severance; acceleration mechanics (double-trigger for RSUs/options; target-or-better PRSU vesting on CIC termination) provide meaningful protection that could reduce departure friction during strategic events .
- Governance and oversight: Compensation Committee uses Korn Ferry and defines market-based LTIP structures; audit/comp committees include independent directors, though OPAL may rely on controlled company exemptions—important context for benchmarking and shareholder say-on-pay interpretations .