James Martell
About James Martell
James Martell (age 70) is an independent director of OPAL Fuels, serving since June 2023. He is a seasoned logistics executive: former Chairman/CEO of Express‑1 (predecessor to XPO Logistics), CEO of SmartMail (acquired by DHL), founding senior executive at UTi Worldwide, and he previously held management roles at FedEx and UPS. He holds an engineering degree from Michigan Technological University (1972) and served on public company boards including Stericycle (2020–2022) and Mobile Mini (2010–2020); he sat on XPO’s board until 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Express‑1 (predecessor to XPO Logistics) | Chairman & Chief Executive Officer | Not disclosed | Led predecessor platform that became XPO; subsequently served on XPO board until 2016 . |
| SmartMail (acquired by DHL) | Chief Executive Officer | 1999–2006 | Led company through sale to DHL . |
| UTi Worldwide | Founding Senior Executive | 1995–2000 | Senior operating leadership in global transportation/logistics . |
| FedEx; UPS | Management positions | ~14 years (combined) | Various management roles across leading parcel networks . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XPO Logistics, Inc. | Director | Until 2016 | Board experience in large‑cap logistics . |
| Stericycle, Inc. | Director | 2020–2022 | Governance oversight at regulated services company . |
| Mobile Mini, Inc. | Director | 2010–2020 | Board role through growth and corporate actions . |
| Multiple private logistics/transportation companies | Director | Not disclosed | Ongoing private board experience . |
Board Governance
- Independence: The Board determined Martell is independent under Nasdaq/SEC rules; OPAL is a “controlled company” and may rely on exemptions from certain majority‑independent requirements .
- Committees: Audit Committee member; committee chaired by Ashok Vemuri (audit committee financial expert). 2024 members included Vemuri, Martell, and Fogarty; post‑2025 annual meeting, Scott Dols will join. Audit Committee met 4 times in 2024 .
- Compensation Committee: Not a member (Comp Committee comprised of Comora, Nisar, and Vemuri) .
- Attendance and engagement: Board met 10 times in 2024 with five executive sessions; each director attended at least 75% of Board and applicable committee meetings; all directors attended last year’s annual meeting .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $60,000 | Base director fee . |
| Committee membership fees | $15,000 | Audit Committee member fee ($15k; Comp Committee membership would be $10k) . |
| Committee chair fee | $0 | Not a chair (Audit chaired by Vemuri) . |
| Total cash fees | $75,000 | Aggregated cash paid . |
Performance Compensation
| Component (FY2024 grant) | Grant Date | Award | Value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (time‑based) | March 31, 2024 | 27,218 RSUs | $135,000 | 100% on March 31, 2025 | Standard annual director grant; non‑employee directors hold no other equity incentive awards . |
Director performance metrics tied to pay: None (director equity grants are time‑based RSUs; no PSU/option components for directors) .
Insider filings corroborating grants:
- Form 4 (filed April 2, 2024) discloses grant of 27,218 RSUs vesting March 31, 2025 .
- Form 4 (filed July 1, 2024) reported director transaction(s) at OPAL Fuels; relationship marked “Director” .
Other Directorships & Interlocks
| Type | Entity | Relevance/Notes |
|---|---|---|
| Prior public boards | XPO Logistics; Stericycle; Mobile Mini | No disclosed current public boards; historic oversight of large operating companies . |
| Interlocks/conflicts | None disclosed for Martell | Related‑party transactions primarily involve Fortistar/Comora affiliates; Audit Committee (incl. Martell) reviews/approves RPTs per charter . |
Expertise & Qualifications
- Core expertise: Freight/logistics operations, parcel/last‑mile, executive leadership in transportation networks .
- Board qualifications: Independent director; Audit Committee oversight (financial/reporting risk). Audit Committee chaired by an SEC‑defined financial expert (Vemuri) .
- Education: Engineering degree, Michigan Technological University (1972) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 41,151 shares | Less than 1% of Class A outstanding . |
| Director RSUs outstanding (as of grant) | 27,218 | Annual RSU grant; vest 3/31/2025 . |
| Pledged/hedged shares | Prohibited | Company policy bans hedging/pledging for directors; pre‑clearance required for trading . |
| Section 16(a) compliance | Timely | Company states directors complied timely in FY2024 . |
Governance Assessment
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Positive indicators:
- Independent status; seasoned logistics operator with prior public board experience, strengthening operational oversight .
- Active Audit Committee role; Audit Committee oversees auditor independence, critical accounting policies, and RPTs—key for a controlled company structure .
- Attendance at least 75% and participation in executive sessions, indicating engagement .
- Director equity is in RSUs aligning interests with shareholders; no director options/bonuses, limiting risk of misaligned incentives .
-
Risks and red flags (company‑level context impacting board effectiveness):
- Controlled company exemptions may reduce independent oversight; Compensation Committee includes two non‑independent members (Comora, Nisar), which can weaken pay governance rigor .
- Significant related‑party arrangements with Fortistar/Comora affiliates (IT services, administrative services, Wasatch option), requiring vigilant Audit Committee review to avoid conflicts; Martell’s committee role is important here .
- TRA obligations could create change‑of‑control friction and liquidity demands; while not director‑specific, directors must oversee this risk in strategic decisions .
Overall: Martell’s independence, audit oversight, and logistics pedigree support board effectiveness and investor confidence. The controlled structure and related‑party footprint heighten conflict risk, placing emphasis on his Audit Committee rigor and sustained meeting engagement .