Mark Comora
About Mark Comora
Mark S. Comora (age 83) is Chairman of the Board of OPAL Fuels Inc., serving since December 2020. He is Founder and President of Fortistar LLC, and a CPA with an MBA from Columbia University and BA from the University of Michigan. He is the father of Adam Comora, OPAL’s Co‑Chief Executive Officer, which is a disclosed family relationship. He is not an independent director under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OPAL Fuels Inc. | Chairman of the Board | Dec 2020 – present | Board leadership; not independent; compensation committee member |
| Fortistar LLC | Founder & President; Chair of management & investment committees | 1993 – present | Leads decarbonization investments; controls OPAL Holdco and affiliates |
| Fortistar Sustainable Solutions Corp. | Former Chairman of the Board | Not disclosed | Prior governance leadership |
| Braven Environmental, LLC | Board of Managers member | Current | External operating board role |
| American Museum of Fly Fishing | Officer & Board Member | Current | Non-profit governance |
| Independent Power Producers of New York; Equipment Leasing Association; Leasing Foundation | Past board/member | Not disclosed | Industry associations |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Fortistar LLC | Founder & President | Private | Controls OPAL Holdco and Hillman; significant interlocks with OPAL |
| Braven Environmental, LLC | Board of Managers | Private | Portfolio company board role |
| American Museum of Fly Fishing | Officer & Board Member | Non-profit | External governance |
Board Governance
- Independence: The Board identifies James Martell, Ashok Vemuri, and Scott Dols as independent; Mr. Comora is not independent. OPAL is a “controlled company” under Nasdaq rules due to Mr. Comora’s voting control and may rely on exemptions from certain independence requirements, including for the compensation committee.
- Committee assignments: Mr. Comora serves on the Compensation Committee alongside Nadeem Nisar and Ashok Vemuri; only Vemuri is independent. The Audit Committee is chaired by Vemuri and includes Martell and, post‑2025 annual meeting, Dols.
- Attendance and engagement: The Board met 10 times in 2024; executive sessions were held 5 times. Each director attended at least 75% of Board and applicable committee meetings; all directors attended last year’s annual meeting.
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash retainer and committee fees ($) | $75,000 | Annual director base of $60,000 plus committee retainers (Audit $15,000; Compensation $10,000) and $5,000 per committee chair as applicable; Mr. Comora’s aggregate cash fees were $75,000. |
| Equity awards ($) | $135,000 | Annual RSU grant to non‑employee directors; 27,218 time‑based RSUs granted on 2024‑03‑31, vest 100% on 2025‑03‑31. |
| Total ($) | $210,000 | Sum of cash and equity for 2024. |
- Policy: Each non‑employee director receives RSUs annually sized by dividing $130,000 by the stock’s fair market value on grant date; committee membership yields $10,000 (Audit $15,000), with an extra $5,000 for chairing a committee.
Performance Compensation
| Item | Disclosure |
|---|---|
| Director performance metrics tied to pay | Not disclosed; director equity awards are time‑based RSUs with no stated performance metrics. |
Other Directorships & Interlocks
| Entity | Relationship to OPAL | Nature of Arrangement | Key Terms |
|---|---|---|---|
| CoStar Partners LLC | Controlled by entities affiliated with Mark Comora | Master Services Agreement for IT/consulting services to Opco | ~$150,000 per month; auto‑renews annually; termination/cure provisions detailed. |
| Fortistar Services 2 LLC (FS2) | Controlled by entities affiliated with Mark Comora | Administrative Services Agreement for shared services; amended for Wasatch | Hourly rates; fixed monthly office costs; annual auto‑renewal unless notice; termination provisions. |
| Fortistar (Interim CFO arrangement) | Fortistar provided interim CFO services | Interim Services Agreement for interim CFO (Scott Contino) | Capped at $50,000 per month; $600,000 paid in 2024. |
| Wasatch RNG LLC (Fortistar subsidiary) | Fortistar acquired Alpro Interest (50% Wasatch ownership) | Option Agreement granting Opco right to purchase Alpro Interest | Option IRR: 10% (year 1), 15% (year 2), 20% (year 3); services agreement amended for Opco to support Wasatch. |
| Hillman RNG Investments, LLC | Controlled by entities affiliated with Mark Comora | Hillman Restructuring and pledged interests / exchange with Opco | Hillman pledged interests; exchanged for Opco units and preferred; lien attaches to new interests. |
Expertise & Qualifications
- Finance and decarbonization expertise as Fortistar founder, leading investments in RNG, power generation, and industrial decarbonization. CPA credential; MBA (Columbia); BA (Michigan).
Equity Ownership
| Security Class | Beneficially Owned (shares) | % of class | Notes |
|---|---|---|---|
| Class A common stock (1 vote/share) | 937,312 | 3.3% | Includes 56,712 directly and 880,600 by Fortistar. |
| Class B common stock (1 vote/share) | 121,500,000 | 100% | Held by OPAL Holdco, controlled via Fortistar. |
| Class D common stock (5 votes/share) | 22,899,037 | 100% | Held by OPAL Holdco and Hillman; Hillman’s Class D shares are pledged to a bank (RED FLAG). |
| Total voting power | — | 89.5% | Aggregate voting control as of record date. |
- Ownership filings: On 2025‑04‑22, OPAL Holdco converted 50,000,000 Class D into 50,000,000 Class B; Schedule 13D/A filings by Mark Comora and Fortistar disclosed post‑conversion beneficial ownership details.
Insider Ownership Filings
| Filing Type | Filer | Date | Key Disclosure |
|---|---|---|---|
| Schedule 13D/A (Amendment No. 2) | Mark Comora | 2025‑04‑23 (event 2025‑04‑22) | Reported beneficial ownership and conversion of 50M Class D to Class B; aggregate beneficial ownership 145,336,349 shares. |
| Schedule 13D/A (Amendment No. 2) | Fortistar LLC and affiliated reporting persons | 2025‑04‑23 | Shared voting/dispositive power over Fortistar, OPAL Holdco, Hillman interests consistent with OPAL record date figures. |
Committee Assignments
| Committee | Role | Independence of Committee |
|---|---|---|
| Compensation Committee | Member | Not composed entirely of independent directors; OPAL uses controlled company exemptions. |
| Audit Committee | Not a member | Audit Committee chaired by Ashok Vemuri (audit committee financial expert); members are independent. |
Governance Assessment
- Controlled company with concentrated voting power: Mr. Comora, through OPAL Holdco/Hillman/Fortistar, controls a substantial majority of voting power (89.5%), limiting minority shareholder influence; OPAL utilizes Nasdaq “controlled company” exemptions, including for the compensation committee (RED FLAG for independence and board effectiveness).
- Familial relationship with management: Mr. Comora is the father of Co‑CEO Adam Comora, elevating potential conflicts in oversight and compensation decisions (RED FLAG).
- Related‑party transactions: Multiple ongoing arrangements with entities controlled by or affiliated with Mr. Comora (CoStar IT services, FS2 administrative services, interim CFO through Fortistar, Wasatch RNG option/services) create recurring related‑party exposure requiring robust Audit Committee oversight (RED FLAG).
- Pledging and alignment: Company policy prohibits pledging by directors and executive officers; however, Hillman’s Class D shares (controlled via Fortistar/Comora) are pledged to a bank, introducing collateral risk despite the anti‑pledging posture (RED FLAG).
- Attendance and engagement: Board held 10 meetings; each director attended at least 75%; five executive sessions indicate active independent director engagement.
- Director pay mix: Standard structure with cash retainer and time‑based RSUs; no performance metrics tied to director equity; Mr. Comora’s 2024 total was $210,000 (cash $75,000; equity $135,000).
- Compensation consultant independence: Korn Ferry engaged; Compensation Committee determined the consultant was independent; helpful for process quality given controlled company status.
Overall, governance risks center on Mr. Comora’s dominant voting control, family relationship with the Co‑CEO, and recurring related‑party transactions. These factors can impair perceived board independence and raise conflict‑management demands; strong Audit Committee oversight, transparent related‑party review, and continued use of executive sessions are important mitigants.