David Unger
About David Unger
Executive Vice President at OPAL since December 2020, with 23 years at Waste Management and senior leadership at Fortistar (2018–Jan 1, 2022) where he developed RNG and CNG monetization lines of business and has led development of 70+ renewable energy facilities across RNG, LFG-to-power, and solar; he holds a B.S. in Renewable Natural Resources (University of Connecticut) and an MBA (University of New Haven). Age 53 as disclosed in the 2023 proxy; tenure at OPAL now ~5 years .
Key performance-linked incentives include STIP bonuses tied to Adjusted EBITDA, RNG production, construction milestones, and fuel contracts, and PRSUs tied 50/50 to Adjusted EBITDA (including ITC proceeds) and RNG construction capacity, with vesting in 2026/2027 cycles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Waste Management, Inc. | Various roles; led RNG/CNG monetization | 23 years | Built RNG/CNG monetization; managed CA CNG truck assets; developed >70 renewable facilities |
| Fortistar | Senior Vice President | Feb 2018–Jan 1, 2022 | Led RNG/CNG business lines and project development; executive leadership in sustainability investments |
External Roles
No external public company board roles disclosed in OPAL proxies reviewed .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) | STIP Payout vs Target |
|---|---|---|---|---|
| 2024 | 385,962 | 60% | 178,000 | 76% of target |
| 2023 | 367,502 | 60% | 162,000 | 72% of target |
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024 design
| Metric | Weighting | Payout Opportunity | Notes |
|---|---|---|---|
| Adjusted EBITDA ($mm) | 40% | 0–200% | Non-GAAP defined; includes specified adjustments |
| RNG Production (MMBtus) | 20% | 0–200% | |
| RNG Design Capacity Placed in Construction (MMBtus) | 30% | 0–200% | |
| New Transportation Fuel Contracts (GGEs) | 10% | 0–200% | |
| Strategic/Personal Objectives | 20–30% | Committee discretion | |
| Safety Modifier | ±10% | Adjusts payout |
PRSU Performance Cycles and Targets
| PRSU Cycle | Metric | Weighting | Target | Threshold | Maximum | Vesting |
|---|---|---|---|---|---|---|
| 2023–2025 | Adjusted EBITDA ($mm) | 50% | 516.5 | 309.9 | 645.6 | 100% on Mar 31, 2026; CIC/termination acceleration rules apply |
| 2023–2025 | RNG projects placed into construction (mm MMBtus) | 50% | 6.0 | 4.8 | 7.5 | 100% on Mar 31, 2026; CIC/termination acceleration rules apply |
| 2024–2026 | Adjusted EBITDA + ITC proceeds ($mm) | 50% | 545.0 | 408.8 | 681.3 | 100% on Mar 31, 2027; CIC/termination acceleration rules apply |
| 2024–2026 | RNG projects placed into construction (mm MMBtus) | 50% | 6.0 | 4.5 | 7.5 | 100% on Mar 31, 2027; CIC/termination acceleration rules apply |
Equity Grants and Vesting Schedules
| Grant Date | Type | Shares/Units | Key Terms |
|---|---|---|---|
| Mar 31, 2024 | RSUs | 70,565 | Vest in 3 equal installments on Mar 31, 2025/2026/2027; acceleration on death; full acceleration on CIC with termination w/o cause or resignation for good reason within 24 months; next-vest pro rata on disability/termination w/o cause |
| Mar 31, 2024 | Options | 41,177 @ $5.02, exp 03/31/2034 | Vest in 3 equal installments on Mar 31, 2025/2026/2027; similar acceleration provisions as RSUs |
| Mar 31, 2024 | PRSUs | 42,339 target; 21,170 shown at threshold in outstanding awards | Performance period Jan 1, 2024–Dec 31, 2026; vest 100% Mar 31, 2027; pro rata vesting on certain terminations; greater-of-target/performance on CIC termination; death vests target |
| Mar 31, 2023 | RSUs | 242,111 unvested (FY23 YE); 161,407 unvested (FY24 YE) | 3-year ratable vesting annually; similar acceleration provisions |
| Mar 31, 2023 | Options | 14,259 unexercisable at YE23; 9,506 unexercisable at YE24; strike $6.97; exp 03/31/2033 | 3-year ratable vesting annually; similar acceleration provisions |
| Mar 31, 2023 | PRSUs | 16,141 unearned unvested at YE23; 6,456 unearned unvested at YE24 | Performance period Jan 1, 2023–Dec 31, 2025; vest 100% Mar 31, 2026; acceleration provisions as above |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership | 147,208 Class A shares; <1% of Class A outstanding |
| Options – Exercisable/Unexercisable | 4,753 shares issuable upon option exercise at $6.97 disclosed in 2024 table; YE24 unexercisable buckets: 41,177 ($5.02, exp 2034) and 9,506 ($6.97, exp 2033) |
| Unvested RSUs (YE24) | 70,565 (2024 grant) MV $239,215; 161,407 (2023 grant) MV $547,171 (valued at $3.39/share) |
| Unearned PRSUs (YE24) | 21,170 MV $71,765 (2024 cycle threshold); 6,456 MV $21,887 (2023 cycle threshold) (valued at $3.39/share) |
| Parent Equity Awards (Profits Interests) | Percent-of-profits portions from 2020 grants; as of YE24 show 0.03% (MV $135,188) and 0.02% (MV $108,995); vest ratably over 5 years for 2020 grants |
| Anti-Hedging/Anti-Pledging Policy | Company prohibits short sales, hedging, derivatives, and pledging by directors/executives; pre-clearance required; blackout/window restrictions apply |
Employment Terms
| Provision | Unger Status |
|---|---|
| Employment Agreement | None; no NEO has an employment agreement |
| Severance Multiples | None; no change-in-control cash severance; STIP provides prorated bonus on certain CIC terminations |
| Equity Acceleration – RSUs/Options | Full acceleration on termination without cause or resignation for good reason within 24 months of CIC; full on death; next-vest pro rata on disability/termination without cause |
| Equity Acceleration – PRSUs | Pro rata vesting on certain terminations; greater-of-target/performance upon CIC termination; target on death; actual outcomes if termination after performance period but before vest |
| Non-Compete/Non-Solicit | Not disclosed in proxies reviewed |
| Clawback | Not specifically disclosed in proxies reviewed; general insider policy governance noted |
Compensation Structure Analysis
- Year-over-year mix: Total reported compensation decreased from $2.43M in 2023 to $1.29M in 2024, driven by lower stock awards ($1.80M → $0.56M) and modest changes in cash components; options rose modestly ($75k → $140k) indicating continued equity-at-risk orientation .
- STIP payouts: Actual STIP payout increased from 72% of target in 2023 to 76% in 2024, reflecting slight improvement against corporate metrics despite macro volatility (RIN/ITC adjustments within committee discretion) .
- PRSU design tightened: 2024 cycle explicitly includes ITC proceeds in Adjusted EBITDA, reinforcing capital markets execution (tax credit monetization) as a performance lever alongside project construction capacity .
Investment Implications
- Alignment: Equity-heavy package with RSUs, PRSUs, and options tied to Adjusted EBITDA (including ITC monetization), RNG production and construction capacity supports pay-for-performance alignment tied to growth and execution milestones in RNG development .
- Retention and selling pressure: Material vesting cliffs on Mar 31, 2025/2026/2027 for RSUs/options and Mar 31, 2026/2027 for PRSUs may create periodic window-related trading/supply overhang; however, anti-pledging/hedging policies dampen forced selling risk .
- Change-of-control economics: No cash severance; equity accelerates on CIC-related good reason/without-cause termination, and PRSUs vest at greater-of-target/performance—implying significant value realization is through equity rather than guaranteed cash, incentivizing strategic outcomes over time .
- Ownership: Beneficial ownership <1% suggests limited absolute “skin-in-the-game” at the common level, partially offset by significant unvested equity and legacy profits-interest awards that tether economics to Opco performance .
- Execution track record: 70+ facility developments and prior monetization leadership at Waste Management/Fortistar suggest strong domain execution capability—a favorable signal for meeting construction and EBITDA-linked metrics embedded in incentives .