Scott Dols
About Scott Dols
Independent director since July 2022; age 60. CEO and founder of Big Truck Rental (est. 2002), with leadership roles across the waste and recycling sector; BA, University of Minnesota (1983). OPAL biography highlights prior chairmanship at the National Waste & Recycling Association and current board roles in industry organizations. Tenure on OPAL’s board began July 2022; he is considered “independent” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Big Truck Rental | Founder & CEO | 2002–present (not fully specified) | Provides waste haulers access to latest model refuse and roll-off trucks; sector operating expertise |
| National Waste & Recycling Association | Chairman (past) | Not disclosed | Industry leadership; governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Environmental Research & Education Foundation | Board member | Not disclosed | Non-profit focused on research/education for sustainable waste management |
| National Waste & Recycling Association – Supplier Board of Governors | Member | Not disclosed | Supplier governance body within industry association |
Board Governance
- Independence: Board determined Dols is independent under SEC/Nasdaq rules (company is a controlled company, but independence assessed individually) .
- Committees: Not on Audit during 2024; will join Audit Committee post-2025 annual meeting (subject to re-election). Audit Committee chaired by Ashok Vemuri (audit committee financial expert), with James Martell; Dols to replace Kevin Fogarty. Dols is not listed on Compensation Committee .
- Attendance and engagement: Board met 10 times (plus 2 written consents) and held 5 executive sessions in 2024. Each director attended at least 75% of aggregate Board and committee meetings; all directors attended last year’s annual meeting .
- Controlled company structure: Fortistar-controlled entities hold majority voting power; OPAL may utilize Nasdaq controlled company exemptions (e.g., majority-independent board not required; compensation/nom-gov committee independence exemptions) .
Committee Assignments Detail
| Committee | 2024 Members | Chair | Independence | 2025 Change (post-AGM) |
|---|---|---|---|---|
| Audit | Vemuri, Martell, Fogarty | Vemuri | Vemuri/Martell independent; Fogarty status not repeated | Dols to become a member (subject to election) |
| Compensation | Comora, Nisar, Vemuri | Not specified | Vemuri independent; Comora/Nisar non-independent | No change indicated for Dols |
Fixed Compensation (Director)
| Component | Amount | Detail |
|---|---|---|
| Cash retainer (2024) | $60,000 | Base annual retainer for non-employee directors |
| Committee member fees (if applicable) | $10,000 per committee; $15,000 Audit | Additional cash retainer; Dols received $0 in 2024 (cash total $60,000) indicating no committee fees that year |
| Committee chair fee (if applicable) | $5,000 | Not applicable to Dols in 2024 |
| Equity award (RSUs) | $135,000 grant-date fair value | Annual RSUs; number determined by $130,000 divided by fair market value on grant date; company disclosed $135,000 value granted on March 31, 2024; 27,218 RSUs vest 100% on March 31, 2025 |
Total 2024 director compensation for Dols: $195,000 (cash $60,000; stock awards $135,000) .
Grant details for non-employee directors: One RSU grant on March 31, 2024, 27,218 RSUs vesting March 31, 2025; no other director equity awards outstanding beyond these RSUs .
Performance Compensation
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Directors: No performance-based awards disclosed for non-employee directors; equity is time-based RSUs only .
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Board oversight of pay-for-performance (executive context): The Compensation Committee uses STIP and PRSU metrics for executives; relevant to Dols’ governance role on Board.
Executive PRSU metric framework (2024 LTIP):
| Performance Metric | Weighting | Threshold | Target | Maximum | Payout Scale |
|---|---|---|---|---|---|
| Adjusted EBITDA + ITC Proceeds ($mm) | 50% | 408.8 | 545.0 | 681.3 | 50% / 100% / 200% |
| RNG projects placed into construction (MMBtus, mm) | 50% | 4.5 | 6.0 | 7.5 | 50% / 100% / 200% |
STIP measures (2024 executives):
| Measure | Weight | Payout Opportunity |
|---|---|---|
| Adjusted EBITDA ($mm) | 40% | 0–200% |
| RNG Production (MMBtus) | 20% | 0–200% |
| RNG Design Capacity Placed in Construction (MMBtus) | 30% | 0–200% |
| New Transportation Fuel Contracts (GGEs) | 10% | 0–200% |
| Strategic/Personal Objectives | 20–30% | Discretionary |
| Safety Modifier | +/-10% | Company safety performance |
Compensation consultant: Korn Ferry advised on executive and director compensation; committee determined consultant was independent .
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Interlocks/Notes |
|---|---|---|---|
| Environmental Research & Education Foundation | No (non-profit) | Board member | Sector-focused; not a corporate customer/supplier disclosure |
| National Waste & Recycling Association – Supplier Board of Governors | No | Member | Industry oversight role |
| National Waste & Recycling Association | No | Past Chairman | No current role disclosed |
No other current public company directorships disclosed for Dols .
Expertise & Qualifications
- Operating executive in waste sector; founder/CEO of Big Truck Rental providing access to latest refuse and roll-off trucks; prior association chair leadership indicates governance and industry network experience .
- Education: BA, University of Minnesota, 1983 .
- Board independence affirmed; will serve on Audit Committee post-AGM, strengthening financial oversight coverage on the Board .
Equity Ownership
| Holder | Class A Shares | % of Class A | Composition |
|---|---|---|---|
| Scott Dols | 99,136 | <1% | 56,712 direct; 34,823 via Scott V. Dols Irrevocable Trust; 7,601 via Vicky N. Dols Irrevocable Trust |
- Anti-hedging/anti-pledging: Company policy prohibits hedging and pledging by directors and executive officers; directors must obtain pre-clearance for transactions and adhere to blackout/windows .
- Director equity awards outstanding: Non-employee directors received 27,218 time-based RSUs on March 31, 2024 (vest March 31, 2025); no other director equity awards outstanding .
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) compliance (FY2024) | Company believes directors/officers and >10% holders timely complied; no delinquent filings disclosed |
Governance Assessment
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Positives:
- Independence affirmed; no related-party transactions involving Dols disclosed. Attendance threshold met (≥75%); directors attended prior annual meeting, indicating engagement .
- Audit Committee membership post-2025 AGM enhances Board financial oversight; Audit reviews related party transactions and meets in executive session with auditors .
- Anti-hedging/anti-pledging policy and annual equity retainer align director interests with shareholders .
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Watch items / RED FLAGS (company-level context):
- Controlled company status with Fortistar/OPAL Holdco majority voting power; exemptions from certain Nasdaq governance requirements may reduce minority shareholder protections .
- Multiple related-party arrangements with Fortistar-affiliated entities (CoStar IT services; FS2 administrative services; Wasatch RNG option), though none attribute to Dols. Audit Committee oversees these transactions, but concentration risk remains a Board governance consideration .
- TRA obligations could create liquidity constraints in change-of-control scenarios; governance consideration for Board (including independent directors) in strategic transactions .
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Compensation alignment:
- Dols’ pay mix is modest base cash retainer and meaningful equity RSUs (time-based), standard for non-employee directors; no options or performance-conditioned director equity disclosed, which reduces risk of short-term incentive misalignment .
Overall, no conflicts or related-party exposure are disclosed for Dols; his upcoming Audit Committee role, independence, and industry-operating background support Board effectiveness. Controlled company status and Fortistar-related transactions warrant continued oversight by independent directors (including Dols) to sustain investor confidence .