Nadeem Nisar
About Nadeem Nisar
Nadeem Nisar (age 52) has served as a director of OPAL Fuels since December 2020. He is Managing Director at Fortistar, leading its investment team and serving on Fortistar’s management and investment committees; prior roles include investment banking at Deutsche Bank (Power & Utilities) and Credit Suisse (M&A and Global Energy). He holds a BS in Electrical Engineering (Washington University) and BA in Physics and Economics (Ohio Wesleyan). OPAL’s board has determined he is not independent under Nasdaq rules; he sits on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortistar LLC | Managing Director; Head of investment team; member of management & investment committees | Since July 2008 | Led control investments in power/energy infrastructure; growth equity in biofuels, carbon capture, circular economy |
| Deutsche Bank AG | Power & Utilities group | Prior to 2008 | Advised on M&A and financing transactions |
| Credit Suisse Securities (USA) LLC | M&A and Global Energy teams | Prior to 2008 | Advised on ~$30B M&A and ~$20B financing transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CarbonFree Chemicals LLC | Director | Current | Fortistar portfolio company |
| Braven Environmental | Director | Current | Fortistar portfolio company |
| Pellucere Technologies | Director | Current | Fortistar portfolio company |
Board Governance
- Committee assignments: Compensation Committee member (with Mark Comora and Ashok Vemuri; Vemuri is independent). Nisar is not independent; OPAL relies on “controlled company” exemptions, allowing non-independent composition of the compensation committee .
- Attendance and engagement: Board met 10 times in 2024, held five executive sessions; each director attended at least 75% of board and committee meetings and attended the 2024 annual meeting .
- Audit Committee composition: Ashok Vemuri (Chair; audit committee financial expert), James Martell, and—post-2025 meeting—Scott Dols; Nisar is not on the Audit Committee .
- Anti-hedging/anti-pledging: Company policy prohibits short sales, hedging, derivatives trading and pledging by directors and officers, with pre-clearance and blackout window controls .
- Controlled company status: Fortistar (via OPAL Holdco) controls a majority of voting power; OPAL may not comply with Nasdaq requirements for majority independent board and fully independent compensation/nomination committees .
Fixed Compensation
| Year | Component | Amount (USD) | Detail |
|---|---|---|---|
| 2024 | Base Annual Retainer | 60,000 | Non-employee director cash retainer |
| 2024 | Committee Membership Fee | 10,000 | Compensation Committee membership (no chair role) |
| 2024 | Total Cash Fees | 70,000 | As reported for Nisar |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| March 31, 2024 | Time-based RSUs | 27,218 | 135,000 | Cliff vest 100% on March 31, 2025 |
| 2024 | Other equity awards | — | — | None disclosed for non-employee directors beyond RSUs |
No performance-conditioned (PSU/PRSU) awards are disclosed for directors; only time-based RSUs are granted annually per policy .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Fortistar portfolio companies (CarbonFree Chemicals, Braven Environmental, Pellucere Technologies) | Private | Director | Fortistar controls OPAL; Nisar is a Fortistar MD and committee member, creating dual roles and influence pathways |
- Related-party exposure:
- Administrative Services Agreement with Fortistar Services 2 LLC (FS2): OPAL provides and purchases services; agreement auto-renews; interim CFO services in 2024 totaled $600,000. Nisar is a Fortistar MD; multiple OPAL executives have Fortistar ties .
- IT Services Agreement with CoStar Partners LLC (controlled by Fortistar/Comora family): ~$150,000 per month; auto-renewal; multiple OPAL executives historically affiliated with Fortistar .
- Hillman Restructuring: Hillman (Fortistar-controlled) pledged interests; subsequent exchange with OPAL; footnote notes Nisar and Maurer each serve as manager and maintain a pecuniary interest in an LLC indirectly owning a passive equity investment in Hillman .
- Wasatch Resource Recovery facility: Fortistar subsidiary acquired interests; OPAL has an option to purchase the Alpro Interest at IRR-based pricing; OPAL provides services under amended FS2 agreement .
Expertise & Qualifications
- Energy infrastructure investing and operations; control investments and growth equity in RNG, carbon capture, circular economy .
- Corporate finance and M&A: Advised on ~$30B in M&A and ~$20B in financing at Deutsche Bank and Credit Suisse .
- Education: BS Electrical Engineering (Washington University); BA Physics and Economics (Ohio Wesleyan) .
Equity Ownership
| Security | Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Class A common stock | 86,712 shares | <1% | As of April 23, 2025 record date; beneficial ownership per SEC rules |
| Derivatives/Options | None disclosed for directors | — | Non-employee directors hold no other equity awards beyond RSUs |
| Pledging/Hedging | Prohibited | — | Anti-hedging and anti-pledging policy for directors |
Governance Assessment
- Board effectiveness: Attendance thresholds met; executive sessions held; Audit Committee chaired by a designated financial expert. Positive for oversight quality .
- Independence and conflicts:
- RED FLAG: Nisar is not independent and serves on the Compensation Committee alongside the Chairman (also not independent), enabled by controlled-company exemptions. This weakens perceived pay governance .
- RED FLAG: Extensive Fortistar interlocks (FS2/CoStar agreements; services, fees, and options with Fortistar-linked entities) plus Nisar’s Fortistar leadership and Hillman pecuniary interest indicate potential related-party influence and conflicts requiring robust Audit Committee oversight .
- Incentive alignment: Director equity grants (RSUs) provide some ownership alignment; Nisar holds 86,712 Class A shares; anti-hedging/pledging mitigates misalignment risk. No director ownership guidelines disclosed .
- Shareholder signals: Company reports timely Section 16(a) compliance, but reliance on controlled-company governance exemptions and breadth of related-party transactions may detract from investor confidence without clear, recurring independent committee review disclosures .