John Coghlin
About John Coghlin
John Coghlin is General Counsel of OPAL Fuels, serving since June 2021; he is 58 years old, with a J.D. from Boston College Law School and a B.A. from Tufts University . He previously held senior legal and operational roles in manufacturing and financial services, and he serves as OPAL’s Corporate Secretary on proxy matters . Company-level performance context is provided below to frame incentives alignment.
Company performance during his tenure
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $256,108,000* | $299,972,000* |
| EBITDA ($USD) | $16,080,000* | $27,888,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Colt Defense LLC | Senior Vice President & General Counsel | 2014–May 2021 | Not disclosed |
| Healthcor Group | Chief Operating Officer & General Counsel | 2007–2014 | Not disclosed |
| Citizens Financial Group (Operations Division) | Senior Vice President & General Counsel | Not disclosed | Not disclosed |
| Rogers & Wells (Clifford Chance) | Associate | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No outside directorships or committee roles disclosed |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $390,308 | $411,692 |
| Target Bonus (% of Base) | 40% | 60% |
| Actual Bonus Paid ($) | $140,000 | $248,000 |
| Stock Awards Grant-Date FV ($) | $785,017 | $1,360,000 |
| Option Awards Grant-Date FV ($) | $140,000 | $140,000 |
| Other Compensation ($) | $11,920 (401k match) | $9,908 (401k match) |
| Total Compensation ($) | $1,467,245 | $2,169,600 |
Performance Compensation
Short-Term Incentive Plan (STIP) – annual cash bonus structure (2024)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 40% | Not disclosed | Not disclosed | Not disclosed | Corporate Metrics overall weighted 70–80% |
| RNG Production (MMBtus) | 20% | Not disclosed | Not disclosed | Not disclosed | — |
| RNG Design Capacity Placed in Construction (MMBtus) | 30% | Not disclosed | Not disclosed | Not disclosed | — |
| New Transportation Fuel Contracts (GGEs) | 10% | Not disclosed | Not disclosed | Not disclosed | — |
| Strategic/Personal Objectives | 20–30% | Not disclosed | Not disclosed | Not disclosed | Safety modifier +/-10% applies |
| Individual payout (Coghlin) | — | — | — | 99% of target | 2024 outcome for Coghlin |
Notes: STIP payouts subject to safety modifier up to +/-10%; Committee can adjust for items including RIN pricing and ITC timing .
Long-Term Incentives – PRSUs (2024 grant; performance period 2024–2026; vests Mar 31, 2027)
| Metric | Weighting | Threshold | Target | Maximum | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA + ITC Proceeds ($mm) | 50% | $408.8 | $545.0 | $681.3 | 100% vests Mar 31, 2027; earlier vest on death; double-trigger COC termination vests ≥ target; pro-rata vest on certain terminations |
| RNG projects placed into construction (MMBtus, mm) | 50% | 4.5 | 6.0 | 7.5 | Same as above |
Long-Term Incentives – PRSUs (2023 grant; performance period 2023–2025; vests Mar 31, 2026)
| Metric | Weighting | Threshold | Target | Maximum | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | $309.9 | $516.5 | $645.6 | 100% vests Mar 31, 2026; earlier vest terms mirror 2024 grant |
| RNG projects placed into construction (MMBtus, mm) | 50% | 4.8 | 6.0 | 7.5 | Same as above |
Equity grant specifics (Coghlin)
| Grant Date | Vehicle | Quantity/Terms | Vesting |
|---|---|---|---|
| Mar 31, 2024 | RSUs | 231,856 RSUs | 161,291 RSUs cliff on Mar 31, 2027; 70,565 RSUs vest 3 equal annual installments starting Mar 31, 2025 |
| Mar 31, 2024 | Options | 41,177 options @ $5.02 strike | Vest 3 equal annual installments starting Mar 31, 2025; expire 03/31/2034 |
| Mar 31, 2024 | PRSUs | 42,339 target PRSUs | 100% vest Mar 31, 2027 (performance period 2024–2026) |
| Mar 31, 2023 | RSUs | 82,498 RSUs | Portions vest in 2 and 3 equal annual installments across 2024–2026 |
| Mar 31, 2023 | Options | 26,616 options @ $6.97 strike | Vest 3 equal annual installments starting Mar 31, 2024; expire 03/31/2033 |
| Mar 31, 2023 | PRSUs | 30,130 target PRSUs | 100% vest Mar 31, 2026 (performance period 2023–2025) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 103,950 Class A shares; less than 1% of Class A outstanding |
| Composition (60-day window) | 72,480 Class A shares; 17,744 options @ $6.97; 13,726 options @ $5.02 |
| Unvested RSUs at 12/31/2024 | 231,856 (market value $785,992 at $3.39/share) |
| Unvested PRSUs at 12/31/2024 | 21,170 (market/payout value $71,765 at $3.39/share, threshold-based) |
| Pledging/Hedging | Company prohibits short sales, hedging and pledging for directors/executive officers; trading pre-clearance required by General Counsel; blackout/window periods apply |
| Ownership guidelines | Not disclosed |
Employment Terms
- Employment agreement: None; OPAL discloses no NEO is party to an employment agreement .
- Severance/change-of-control:
- RSUs and options accelerate on death; full acceleration on termination without cause or resignation for good reason within 24 months of a change in control (double trigger) .
- PRSUs: pro-rata vest on certain terminations; death vests target; double-trigger COC termination vests at least target or performance-to-date if greater .
- STIP: pro-rata bonus upon certain change-in-control terminations .
- Non-compete/non-solicit: Not disclosed .
- Benefits/perquisites: Standard health/dental/disability; 401(k) participation; no deferred comp plan or pension; no executive-only perquisites .
Investment Implications
- Pay–for–performance is anchored to operational metrics (Adjusted EBITDA, RNG production and construction capacity) with explicit targets and weighting; Coghlin’s 2024 bonus paid at 99% of target suggests near-target performance against these measures .
- Material unvested equity (RSUs/PRSUs) and multi-year vesting through 2027 create retention hooks; double-trigger change-of-control terms limit windfalls without job loss, aligning incentives with continuity and performance .
- Trading-risk mitigants are strong: anti-hedging/anti-pledging policy and mandatory pre-clearance/blackouts reduce insider selling pressure and misalignment risk; pledged shares are not indicated for Coghlin .
- Governance/contract posture (no employment agreement, standard benefits, structured equity vesting) reduces severance overhang; compensation design uses independent consultant support (Korn Ferry), and peers were reviewed to calibrate LTI values .