Jonathan Maurer
About Jonathan Maurer
Jonathan Maurer is Co-Chief Executive Officer of OPAL Fuels and has served in this role since the company was formed in December 2020; he is 65 years old, with an MBA from Columbia Business School and a BA from St. Lawrence University . Prior to OPAL, Maurer spent over three decades at Fortistar, co-heading the investment team and leading renewable natural gas, landfill gas-to-power, and biomass investments; earlier, he was a commercial banker at JP Morgan Chase & Co. . OPAL’s pay-for-performance framework ties annual and long-term incentives to operational and financial metrics including Adjusted EBITDA, RNG production, project design capacity placed into construction, and new transportation fuel contracts, with multi-year PRSU targets based on Adjusted EBITDA plus ITC proceeds and RNG projects entering construction .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fortistar | Managing Director; Co-Head, Investment Team; member of management and investment committees | Over 30 years | Led investment strategy and execution across RNG, LFG-to-power, biomass; senior leadership influence on portfolio companies |
| JP Morgan Chase & Co. | Commercial Banker | Prior to Fortistar | Foundational finance and banking experience supporting later energy infrastructure investing |
External Roles
No external public company directorships or committee roles for Maurer are disclosed in OPAL’s proxy; his committee memberships at Fortistar are internal to Fortistar’s governance .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 568,269 | 591,808 |
| Target Bonus (%) | 100% | 100% |
| Actual Bonus Paid ($) | 422,000 | 415,000 |
| All Other Compensation ($) | 26,971 | 24,502 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| STIP (annual cash) – Corporate Metrics (Adjusted EBITDA, RNG Production, RNG Design Capacity placed in construction, New transportation fuel contracts) | 70–80% of STIP weighting (role-based range) | Threshold/Target/Max scale 0–200% | Not disclosed | Overall payout for Maurer: 69% of target | N/A |
| STIP – Strategic/Personal Objectives | 20–30% of STIP weighting (role-based range) | Set annually by Compensation Committee | Not disclosed | Included in overall payout above | N/A |
| Safety Modifier | +/-10% | Company safety performance | Not disclosed | Applied as modifier | N/A |
PRSUs (LTIP) performance structure
| Performance Metric | Weighting | Threshold | Target | Maximum | Payout at each level |
|---|---|---|---|---|---|
| Adjusted EBITDA + ITC Proceeds (millions) – 2024–2026 cycle | 50% | $408.8 | $545.0 | $681.3 | 50% / 100% / 200% of PRSU target |
| RNG projects placed into construction (MMBtus) – 2024–2026 cycle | 50% | 4.5 | 6.0 | 7.5 | 50% / 100% / 200% of PRSU target |
| Adjusted EBITDA (millions) – 2023–2025 cycle | 50% | $309.9 | $516.5 | $645.6 | 30% / 100% / 200% of PRSU target |
| RNG projects placed into construction (MMBtus) – 2023–2025 cycle | 50% | 4.8 | 6.0 | 7.5 | 50% / 100% / 200% of PRSU target |
Grant-date fair value detail for Maurer’s PRSUs
| Grant Date | Assumed Most Probable Outcome ($) | Assuming Maximum Value ($) |
|---|---|---|
| March 31, 2024 | 600,001 | 1,200,002 |
| March 31, 2023 | 450,004 | 900,008 |
Equity Awards and Vesting Schedules
| Grant Date | Instrument | Quantity | Exercise Price | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Mar 31, 2024 | RSUs | 201,613 | — | 1/3 each on Mar 31, 2025/2026/2027; acceleration on disability, death; double-trigger CiC for full acceleration | — |
| Mar 31, 2024 | Stock Options | 117,648 | $5.02 | 1/3 each on Mar 31, 2025/2026/2027; acceleration terms mirror RSUs | Not clearly stated for 2024 line; column shows 03/31/2024 in proxy table (likely typographical); we do not assert an expiration beyond cited text |
| Mar 31, 2024 | PRSUs (2024–2026 cycle) | Target 120,968 | — | Cliff vest Mar 31, 2027; pro-rata vest on certain terminations; double-trigger CiC vests at greater of target vs performance-to-date; death vests at target | |
| Mar 31, 2023 | RSUs | 107,605 | — | 1/3 each on Mar 31, 2024/2025/2026; acceleration terms as above | — |
| Mar 31, 2023 | Stock Options | 57,035 | $6.97 | 1/3 each on Mar 31, 2024/2025/2026; acceleration terms as above | Mar 31, 2033 |
| Mar 31, 2023 | PRSUs (2023–2025 cycle) | Target 64,563 | — | Cliff vest Mar 31, 2026; termination and CiC provisions as above | |
| Jul 24, 2020 | Parent Equity Award (profits interest) | 0.04% of Opco Profits Portion | — | Vests ratably over 5 years | — |
| Aug 4, 2020 | Parent Equity Award (profits interest) | 0.04% of Opco Profits Portion | — | Vests ratably over 5 years | — |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership (Class A) | 228,955 shares; includes shares underlying options exercisable within 60 days |
| % of Class A outstanding | <1% (proxy denotes “* Represents less than 1%”) |
| Direct Class A shares | 151,716 |
| Options exercisable (within 60 days) | 38,023 at $6.97; 39,216 at $5.02 |
| Unexercisable options (as of Dec 31, 2024) | 38,023 at $6.97; 117,648 at $5.02 |
| Unvested RSUs (as of Dec 31, 2024) | 201,613 ($683,468 value) and 71,737 ($243,187 value), valued at $3.39/share |
| PRSUs outstanding (threshold basis) | 60,484 (2024 cycle) and 25,825 (2023 cycle) |
| Anti-hedging/anti-pledging policy | Company prohibits short sales, hedging, derivatives, and pledging by directors/executives; pre-clearance required for trades, blackout/window periods enforced |
Stock ownership guidelines and compliance status are not disclosed in the proxy .
Employment Terms
- No employment agreement: OPAL discloses no NEO employment agreements; no cash severance upon change in control or termination .
- RSUs/options acceleration: Time-based RSUs and options vest pro-rata upon disability or termination without cause; full acceleration on death; double-trigger acceleration (termination without cause or resignation for good reason within 24 months of CiC) for full vesting .
- PRSU vesting: Cliff vest at end of cycle; pro-rata vest on qualifying terminations; double-trigger CiC vests at greater of target vs performance-to-date; death vests at target .
- STIP proration on CiC: Prorated bonus if terminated other than for cause or resignation without good reason following a change in control per plan terms .
- Parent Equity Awards: Pre-business combination profits-interest units tracking Opco performance; payments may be due on Opco change in control per award terms .
Compensation Structure Analysis
- Mix shift: Maurer’s stock awards increased from $1,200,011 in 2023 to $1,600,000 in 2024, and option awards from $300,004 to $400,000, indicating higher equity-at-risk emphasis; his cash bonus decreased slightly ($422,000 to $415,000) while salary rose modestly ($568,269 to $591,808) .
- Annual metrics remained operationally focused (Adjusted EBITDA, RNG volumes, project capacity, new contracts) with a safety modifier, and multi-year PRSUs anchored to Adjusted EBITDA+ITC proceeds and project construction milestones, aligning incentives with scale-up execution rather than TSR .
Related Party Transactions and Governance Considerations
- Hillman Restructuring: Maurer “maintains a pecuniary interest in” a company that indirectly owns a passive equity investment in Hillman; Hillman pledged certain OPAL-related membership interests to secure bank debt prior to an exchange and lien release—Board oversight via Audit Committee review of related-party transactions .
- Controlled company: OPAL qualifies for Nasdaq “controlled company” exemptions given Fortistar/OPAL Holdco voting control, reducing requirements for board independence and committee composition .
- Anti-hedging/pledging: Strong prohibitions mitigate misalignment risk from hedging/pledging by executives .
Investment Implications
- Alignment: Material equity grants (RSUs, options, PRSUs) with operational performance targets and clear double-trigger CiC protections suggest strong alignment to execution of RNG capacity build-out and EBITDA/ITC monetization .
- Retention and selling pressure: Three-year vesting cadence (2025–2027) across RSUs/options and PRSUs cliff vest in 2026/2027 implies periodic vesting windows that could create selling supply; anti-hedging/pledging reduces risk of synthetic divestment .
- Contract risk: Absence of guaranteed cash severance or employment agreements reduces fixed obligations; termination/CiC economics are primarily equity-driven through vesting mechanics and legacy Parent Equity Awards .
- Governance: Controlled company structure and related-party linkages (Hillman, Fortistar service agreements) warrant continued monitoring for potential conflicts, though formal committee oversight is in place .
Note: Say-on-pay outcomes, explicit stock ownership guidelines, and Form 4 insider transaction details for Maurer were not disclosed in the reviewed proxy and 8-K materials; we can expand with additional SEC Form 4 analysis upon request.