Scott Sutton
About Scott M. Sutton
Scott M. Sutton (age 60) was appointed as a non-employee director of OPAL Fuels Inc. effective November 1, 2025, and joined the Compensation Committee at the same time. He brings 30+ years of chemicals industry leadership, including prior CEO roles and extensive operational expertise. Independence status has not yet been disclosed; he is a non-employee director and was appointed with no related-party transactions requiring Item 404(a) disclosure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olin Corporation (NYSE: OLN) | Chairman of the Board | 2021–2024 | Led board; company context from press release notes EBITDA lift (see External Roles impact) |
| Olin Corporation (NYSE: OLN) | President & CEO | 2020–2024 | Operational transformation; EBITDA rose from ~$600MM/yr to ~$2.5B/yr in ~18 months; equity value +500% per OPAL press release |
| Prince International Corporation | President & CEO | 2019–2020 | Led portfolio transformation |
| Celanese Corporation (NYSE: CE) | Senior Executive Roles | Prior to 2019 (dates not specified) | Multiple leadership positions (details not dated) |
| Chemtura AgroSolutions | President & General Manager | 2011–2013 | Ran agro-solutions business |
| Landmark | Business Manager | 2008–2011 | Business management |
| Albemarle Corporation (NYSE: ALB) | Various Management Roles | 1990–2008 | Long-tenured operating roles |
| Andersen Consulting | Senior Consultant | 1987–1990 | Early career consulting |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celanese Corporation (NYSE: CE) | Director | Since March 2025 | Co-Chairman, Finance & Business Review Committee |
| Olin Corporation (NYSE: OLN) | Director | 2018–2024 | Chairman of Board 2021–2024 |
| Prince International Corporation | Director | 2019–2020 | Board member |
Board Governance
- Committee assignments: Member, Compensation Committee, effective November 1, 2025 .
- Chair roles: None disclosed .
- Independence: Non-employee director; formal independence determination not disclosed (OPAL is a “controlled company” under Nasdaq rules and may use governance exemptions) .
- Attendance context: In 2024 the Board met 10 times; each director attended at least 75%; executive sessions were held five times (Sutton joined in late 2025; his attendance is not yet disclosed) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard director policy |
| Committee membership fee (Compensation Committee) | $10,000 | Standard per-committee fee; Audit Committee is $15,000; +$5,000 if committee chair (not applicable to Sutton) |
| Annual equity (policy) | $130,000 RSUs | Determined by dividing $130,000 by FMV on grant date |
| Annual equity (2024 actual for incumbents) | $135,000 RSUs | 27,218 RSUs granted; vest 100% on March 31, 2025 |
Performance Compensation
- Director equity is time-based; no performance (PSU/option) awards are granted to non-employee directors beyond RSUs per policy .
| Grant Type | Grant Value | Grant Date Reference | Vesting | Notes |
|---|---|---|---|---|
| RSUs (appointment grant for Sutton) | $56,250 | Based on closing share price Nov 1, 2025 | Cliff vest Nov 1, 2026 | Prorated because he joined after April 2025 grant cycle; amount derived by proration of the $135,000 annual award for non-employee directors |
Company performance metrics for executive pay programs (context for board oversight): | Performance Metric | Weighting | Threshold | Target | Maximum | |---|---|---:|---:|---:| | Adjusted EBITDA + ITC Proceeds ($MM) (LTIP PRSU 2024–2026) | 50% | $408.8 | $545.0 | $681.3 | | RNG projects placed into construction (MMBtus) (LTIP PRSU 2024–2026) | 50% | 4.5 | 6.0 | 7.5 | | Adjusted EBITDA ($MM) (LTIP PRSU 2023–2025) | 50% | $309.9 | $516.5 | $645.6 | | RNG projects placed into construction (MMBtus) (LTIP PRSU 2023–2025) | 50% | 4.8 | 6.0 | 7.5 | | STIP Corporate Metrics (annual bonus framework) | 70–80% | Ranges 0–200% payout | See STIP table | Safety modifier ±10% |
Other Directorships & Interlocks
| Entity | Sector Overlap with OPAL | Potential Interlock/Conflict |
|---|---|---|
| Celanese (CE) | Chemicals; materials | No OPAL-related transactions disclosed for Sutton; 8-K states no related-party transactions requiring disclosure |
| Olin (OLN) | Chemicals | No OPAL-related transactions disclosed for Sutton; prior role ended 2024 |
Expertise & Qualifications
- Deep chemicals sector operational expertise, turnaround leadership, and EBITDA improvement track record, highlighted by Olin’s EBITDA rise from ~$600MM/yr to ~$2.5B/yr and equity value increase per OPAL press release commentary .
- Board-level finance oversight (Co-Chair, Finance & Business Review Committee at Celanese) .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership at OPAL | Not disclosed in the April 23, 2025 record-date table (Sutton joined later) |
| RSU grant | $56,250 appointment RSUs; cliff vest Nov 1, 2026 |
| Hedging/Pledging | Prohibited for directors under company policy |
| Options/PSUs (director) | None; directors hold only time-based RSUs |
Governance Assessment
-
Positives:
- Adds operational excellence and disciplined performance orientation to OPAL’s board, with prior CEO and chairman experience in chemicals and finance committee leadership at Celanese .
- Non-employee director; no related-party transactions at appointment; anti-hedging/anti-pledging policy enhances alignment .
- Clear director pay policy with modest cash retainers and equity grants; transparent committee fees .
-
Risks/RED FLAGS:
- Controlled company status: OPAL may rely on Nasdaq exemptions, including a Compensation Committee not composed entirely of independent directors (2024 members included non-independent directors) .
- Compensation Committee governance: Sutton joins a committee historically featuring non-independent membership; continued monitoring of independence and consultant conflicts recommended (Korn Ferry reviewed independence in prior year) .
-
Monitoring priorities:
- Independence determination for Sutton in 2026 proxy and any updates to committee composition .
- Disclosure of Sutton’s OPAL share ownership and any Form 4 filings following RSU grant .
- Board attendance and engagement metrics in the next proxy; effectiveness of Compensation Committee oversight under controlled company framework .