OPAL Fuels Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$OPAL
Natural Gas Distribution
Utilities
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 3, 2025, OPAL Fuels Inc. (the “Company”) announced the appointment of Mr. Kazi Hasan as Chief Financial Officer and Principal Financial Officer, effective as of February 3, 2025. Mr. Hasan was also appointed Principal Accounting Officer, effective as of March 18, 2025. In connection with Mr. Hasan’s appointment and also effective as of February 3, 2025, Mr. Scott Contino will resign as the Company’s Interim Chief Financial Officer and Principal Financial Officer. Mr. Contino will continue in his role as Principal Accounting Officer until Mr. Hasan assumes the role on March 18, 2025.
Prior to joining the Company, Mr. Hasan, age 54, served as a Senior Advisor at Fluence Energy, Inc. (Nasdaq: FLNC), and as Executive Vice President and Chief Financial Officer for Puget Sound Energy and Cleco, energy utilities in Washington and Louisiana, respectively. Prior to these roles, Mr. Hasan spent more than two decades with AES (NYSE: AES) in senior global and regional executive roles, including Global Chief Risk Officer. Mr. Hasan has also previously served on the boards of directors of various public and private companies. Mr. Hasan is a Chartered Financial Analyst and holds an Engineering degree and multiple Masters degrees in Business Administration and Leadership.
In connection with his appointment, Mr. Hasan shall receive an annual base salary of $500,000, will be eligible for an annual bonus of 85% of his base salary under the Company’s short-term incentive plan, and will be eligible for other annual equity awards under the Company’s long-term equity incentive plan, which shall include a target award with a value of at least 175% of Mr. Hasan’s base salary, expected to be issued in March 2025. Additionally, Mr. Hasan will be granted an initial equity grant valued at $1,200,000 consisting 50% of restricted stock units, 30% of performance restricted stock units and 20% of stock options. The restricted stock units and stock options will vest as to 50% of the shares of Class A common stock on April 30, 2026 and 50% on April 30, 2027. The performance restricted stock units shall vest on a three-year cliff vesting schedule, subject to the achievement of certain performance metrics set by the board of directors. Mr. Hasan will also be eligible to receive a sign-on bonus valued at $150,000 and will be eligible to participate in the Company’s standard benefits programs, including participation in the 401(k) plan, general health and welfare benefits, and reimbursement of relocation expenses, subject to his continued employment.
Upon commencement of his role as Chief Financial Officer, Mr. Hasan will enter into the Company’s standard form of indemnification agreement, a copy of which was previously filed on May 9, 2022 as Exhibit 10.1 to the registration statement on Form S-4/A (File No. 333-262583).
There are no arrangements or understandings between Mr. Hasan and any other persons pursuant to which Mr. Hasan was appointed as Chief Financial Officer of the Company. There are no family relationships between Mr. Hasan and any director or executive officer of the Company, or with any person nominated or chosen by the Company to become a director or executive officer, and Mr. Hasan has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On February 3, 2025, the Company issued a press release announcing the appointment of Mr. Hasan. A copy of the press release is attached hereto as Exhibit 99.1.
The information disclosed under this Item 7.01, including the exhibit, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. By filing this Current Report on Form 8-K and furnishing this information, the Company makes no statement or admission as to the materiality of any information in this Item 7.01 or the exhibit attached hereto.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K, including the exhibit, contains forward-looking statements within the meaning of the federal securities laws. These forward looking statements are based on current expectations and are not guarantees of future performance. Further, the forward-looking statements are subject to the limitations listed in Exhibit 99.1 and in the other SEC reports of the Company, including that actual events or results may differ materially from those in the forward-looking statements.
Item 9.01. Financial Statements and Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 3, 2025
| OPAL Fuels Inc. | |||||
| By: | /s/ John Coghlin | ||||
| Name: | John Coghlin | ||||
| Title: | General Counsel | ||||