Kazi Hasan
About Kazi Hasan
Kazi Hasan is Chief Financial Officer and Principal Financial Officer of OPAL Fuels, effective February 3, 2025; he also became Principal Accounting Officer effective March 18, 2025 . He is 54, a Chartered Financial Analyst with an Engineering degree and multiple Master’s degrees in Business Administration and Leadership; prior roles include Senior Advisor at Fluence Energy and EVP/CFO posts at Puget Sound Energy and Cleco, plus more than two decades at AES including Global Chief Risk Officer . The company’s compensation programs tie executive pay to operational and financial performance, notably Adjusted EBITDA, RNG production, and project milestones, indicating pay-for-performance alignment relevant to Hasan’s role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fluence Energy (Nasdaq: FLNC) | Senior Advisor | Jan–Jul 2024 | Advised on finance/strategy in energy storage; background cited for “disciplined growth and value creation” |
| Puget Sound Energy and Cleco | EVP & CFO | 2018–2024 | Led corporate development, capital raising, operations; track record of structuring partnerships and raising >$30B equity/debt |
| AES (NYSE: AES) | Senior global/regional executive; Global Chief Risk Officer | 20+ years (dates not disclosed) | Global risk oversight; extensive finance/operations experience in power/utility sectors |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various public and private companies | Board member | Not disclosed | Governance and oversight experience supporting investor relations and capital markets execution |
Fixed Compensation
| Component | Detail | Notes |
|---|---|---|
| Base Salary | $500,000 | Effective with CFO appointment |
| Target Annual Bonus % | 85% of base salary | Under Company’s STIP |
| Sign-on Bonus | $150,000 | Eligible per appointment terms |
| Long-Term Incentive Target | ≥175% of base salary | Expected March 2025 grant under LTIP |
| Benefits | 401(k), health/welfare, relocation reimbursement | Standard programs |
Performance Compensation
Company STIP Metrics (framework applied to executive officers)
| Metric | Weighting Range | Payout Opportunity Scale | Safety Modifier |
|---|---|---|---|
| Adjusted EBITDA ($ millions) | 40% of Corporate Metrics | 0–200% | +/-10% |
| RNG Production (MMBtus) | 20% of Corporate Metrics | 0–200% | +/-10% |
| RNG Design Capacity Placed in Construction (MMBtus) | 30% of Corporate Metrics | 0–200% | +/-10% |
| New Transportation Fuel Contracts (GGEs) | 10% of Corporate Metrics | 0–200% | +/-10% |
| Strategic/Personal Objectives | 20–30% total | Committee discretion | +/-10% |
Notes: Corporate Metrics typically comprise 70–80% of payout; Compensation Committee can adjust for extraordinary items (e.g., RIN pricing, ITC timing) . Hasan’s target bonus is 85% of base salary under this STIP; his specific metric weightings/payouts for 2025 not disclosed .
Company PRSU Metrics (2024 framework for NEOs)
| Metric | Weighting | Threshold | Target | Maximum | Payout Scale |
|---|---|---|---|---|---|
| Adjusted EBITDA (millions) | 50% | $309.9 | $516.5 | $645.6 | 30% / 100% / 200% |
| RNG projects placed into construction (millions MMBtus) | 50% | 4.8 | 6.0 | 7.5 | 50% / 100% / 200% |
Alternative PRSU framework references Adjusted EBITDA + ITC proceeds and RNG construction with similar payout curves (Threshold $408.8; Target $545.0; Max $681.3 for EBITDA+ITC) . Hasan’s 2025 PRSU specific targets are not disclosed; 8-K states PRSUs will vest on three-year cliff subject to Board-set performance metrics .
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Total beneficial ownership (shares) | Not listed for Hasan in 2025 proxy security ownership table (Directors/NEOs enumerated; CFO was an executive officer but not a 2024 NEO) |
| Anti-hedging/anti-pledging | Company prohibits short sales, hedging, derivative transactions, and pledging by directors/executive officers; pre-clearance required; blackout/window periods apply |
| Ownership guidelines | No specific executive stock ownership guidelines disclosed in 2025 proxy; policy section focuses on trading restrictions |
| Vested vs unvested | Initial grant structured to vest April 30, 2026/2027 (time-based RSUs/options) and a 3-year PRSU cliff; unvested until these dates subject to continued employment and performance |
Employment Terms
- Appointment dates: CFO/Principal Financial Officer effective February 3, 2025; Principal Accounting Officer effective March 18, 2025 .
- Indemnification: Will enter into Company’s standard indemnification agreement (reference to prior filing) .
- Related parties/family: No arrangements or family relationships; no material interest in transactions under Item 404(a) .
- Employment agreements/severance: Proxy states no NEOs have employment agreements and no CIC cash severance; equity acceleration provisions apply to RSUs/options/PRSUs as described below (NEO framework; Hasan’s initial equity terms follow plan constructs) .
- Equity award change-in-control/termination provisions (Company plan constructs):
- RSUs/options: Unvested portions accelerate for death; full acceleration upon termination without cause/resignation for good reason in connection with or within 24 months following a change-in-control; disability/without-cause vest next tranche .
- PRSUs: Vesting on March 31 following performance period; pro-rata vesting upon certain terminations; for CIC termination, vest greater of target or performance-to-date; death vests at target .
Initial Equity Grant and Vesting Schedule
| Award Type | % of Initial Grant | Fair Value | Vesting Schedule | Performance Link |
|---|---|---|---|---|
| RSUs | 50% | Part of $1,200,000 initial grant | 50% on April 30, 2026; 50% on April 30, 2027 | Time-based |
| PRSUs | 30% | Part of $1,200,000 initial grant | Three-year cliff (Board-set metrics) | Performance-based |
| Stock Options | 20% | Part of $1,200,000 initial grant | 50% on April 30, 2026; 50% on April 30, 2027 | Time-based; strike/term not disclosed |
Additional LTI expected in March 2025 with target value ≥175% of base salary .
Investment Implications
- Strong pay-for-performance design: Hasan’s bonus and PRSUs are tied to core operating drivers (Adjusted EBITDA, RNG output, and construction milestones), aligning CFO incentives to scaling RNG capacity and cash generation .
- Concentrated vesting windows: 50% RSU/option vesting on April 30, 2026 and April 30, 2027 could create discrete liquidity events and potential insider selling windows; three-year PRSU cliff adds longer-term execution dependency .
- Governance and trading risk mitigants: Anti-hedging/anti-pledging restrictions and pre-clearance/blackout policies reduce misalignment and hedging risk, supporting ownership integrity .
- Severance/CIC economics centered on equity: No cash CIC/severance disclosed for NEOs; equity awards accelerate under defined conditions, focusing value realization on performance and retention rather than guaranteed cash .
- Execution track record: Prior roles include leading finance/strategy and raising over $30B in capital, relevant to OPAL’s capital-intensive RNG buildout and ITC monetization strategy .
Signature authority: Hasan signed Company 8-K as CFO, evidencing operational control over financial reporting .
Appointment terms: No family relationships or related-party transaction interests tied to his appointment, reducing conflict risk .