DEF 14A of BKV Corp, Apr 28, 2026

DEF 14A of BKV Corp

Filed Apr 28, 2026 · FY20250001104659-26-050381

Open on EDGAR

  1. BKV Corporation

    | 01 | Letter from the CEO | 1 | | | Notice of Annual Meeting of Stockholders on June 11, 2026 | 2 | | 02 | BKV Corporation Values and Sustainability | 5 | | | Our Values | 5 | | | Sustainability – Our Net Zero Strategy | 6 | | | Governance | 7 | | | Voting at the Annual Meeting | 10 | | 03 | Proposal No. 1: Election of Directors | 11 | | | Nomination of Directors and Selection Process | 11 | | | Nominees for Election – Class II Directors | 14 | | | Class I Directors and Class III Directors | 18 | | | Director Independence | 23 | | | Voting for Directors | 23 | | 04 | Corporate Governance | 24 | | | Controlled Company | 24 | | | Corporate Governance Policies | 24 | | | Corporate Responsibility | 24 | | | Board Leadership Structure | 25 | | | Communications with the Board of Directors | 25 | | | Committees of the Board of Directors | 25 | | | Audit & Risks Committee Report | 27 | | | Code of Business Conduct and Ethics | 29 | | | Corporate Governance Guidelines | 29 | | | Stockholder Nominations | 29 | | | Certain Relationships and Related Party Transactions | 29 | | 05 | Director Compensation | 36 | | 06 | Stock Ownership Information | 38 | | | Security Ownership of Certain Beneficial Owners and Management | 38 | | | Delinquent Section 16(a) Reports | 39 | | | Equity Compensation Plans | 39 | | | Stock Ownership Guidelines | 40 | | 07 | Executive Compensation | 41 | | | 2025 Summary Compensation Table | 41 | | | Employment Agreements | 41 | | | Equity Awards | 43 | | | 2025 Annual Performance-Based Bonuses | 43 | | | Outstanding Equity Awards at Fiscal Year-End | 44 | | | Potential Payments Upon Termination or Change in Control | 44 | | | Policies and Practices Related to the Grant of Certain Equity Awards | 46 |

  2. Sustainability — Our Net Zero Strategy

    | Ten percent of our 2025 annual bonus program was tied to ESG and EHSR performance metrics. This key performance indicator encompassed several factors, including our total recordable incident rate (days away, restricted, or transferred), the occurrence of major incidents, and any notices of violation (“NOVs”) from current-year activities that could result in penalties or fines. It also reflected employee engagement, progress toward emissions reduction targets, and overall performance against the Company’s ESG objectives. These objectives included our MSCI ESG rating, completion of our sustainability report, initiation of RSG sales, and achievement of a final investment decision (“FID”) on a CCUS project. In addition to our goal to reduce greenhouse gas (“GHG”) emissions through meaningful action, we are also committed to transparently reporting on our progress. We recognize stakeholder concerns about climate change and understand that regulations and practices aimed at protecting the environment — and specifically, at reducing GHG emissions — can affect our business. We not only consider addressing these issues as part of our risk management process, which is overseen by the Board, as detailed later in this proxy statement, but as part of our strategy and desire to contribute meaningfully to the energy transition, which is demonstrated by our investment in our CCUS business and efforts to reduce GHG emissions from our operations. More broadly, responsible environmental stewardship is a core value at the Company. At BKV, we call ourselves a “new kind of energy company” because we understand the impact climate change has on our community, the world and future generations, which is why addressing these impacts in how energy is produced is a top priority. | |

  3. Nominees for Election — Class II Directors

    Nominees for Election — Class II Directors

  4. Nominees for Election — Class II Directors

    | | Akaraphong Dayananda | Director — Class II | | | Age: | 66 | | | Director since: | 2020 | | | Committees: | Nominations & Governance | | | Other Public Boards: | None | | | Degrees: | BS in Engineering from Chulalongkorn University; MBA from Bowling Green State University | | Akaraphong Dayananda has served as a director of the Company since May 2020. He has served as a director and President of BNAC since February 2015. Prior to that, Mr. Dayananda served in various positions at Banpu (SET: BANPU) and Banpu Power (SET: BPP), including a director of Banpu Power from July 2009 to December 2017, Chief Strategy Officer — Head of Strategy and Business Development of Banpu from 2011 to 2019, Senior Vice President — Head of Strategy and Business Development of Banpu from 2006 to 2011, Senior Vice President — Head of Corporate Strategic Planning of Banpu from 1999 to 2006 and Senior Vice President — Finance of Banpu Power from 1997 to 1999. Prior to that, he gained expertise in the financial service sector while serving as Managing Director of Peregrine Nithi Finance and Securities Company Limited from 1995 to 1997 and in various positions at Thai Investment and Securities Plc from 1984 to 1995, including most recently Senior Vice President of Corporate Lending and Marketing. Mr. Dayananda has also served as a director of various subsidiaries of Banpu, both internationally and domestically throughout his career. Mr. Dayananda received a BS in Engineering from Chulalongkorn University and an MBA from Bowling Green State University. He also received certificates in various management and directorship programs, such as the Executive Program in Strategy and Organization from Stanford University and the Director Certificate Program from the Thai Institute of Directors. Mr. Dayananda brings broad expertise in strategic planning, business development and risk management to the Board. In addition, we believe that Mr. Dayananda’s extensive experience as an executive and director and financial and investment experience make him qualified to serve on our Board. | | |

  5. Nominees for Election — Class II Directors

    | | Thiti Mekavichai | Director — Class II | | | Age: | 64 | | | Director since: | 2020 | | | Committees: | Nominations & Governance | | | Other Public Boards: | None | | | Degrees: | BS in Geography from Srinakharinwirot University; diploma in Hydrographic Surveying from Plymouth Polytechnic, U.K. | | Thiti Mekavichai has served as a director of the Company since May 2020. He has served as Group Senior Vice President and Head of Oil and Gas of Banpu (SET: BANPU) since October 2023. He served as Chief Executive Officer of BNAC between January 2019 and September 2023. He has served as a director of BNAC since January 2019 and Head of Oil and Gas Business of Banpu (SET: BANPU) since November 2018. Prior to that, Mr. Mekavichai served as Executive Vice President of Human Resources and Business Services of PTT Exploration (SET: PTTEP) from October 2011 to September 2018 and Executive Vice President of Human Resources of Central Retail Corporation, Thailand’s leading multi-format and multi-category retailing platform, from June 2008 to October 2011. From December 1992 to June 2008, he held various technical and human resources positions at subsidiaries of Shell plc (NYSE: SHEL), in both the upstream and downstream industries, and served as a director of Shell Company of Thailand Limited from February 2004 to May 2008. He also served as a director of Energy Complex Company Limited, a company responsible for the construction and operational management of an office building complex, from April 2012 to August 2018 and PTT Digital Solutions Co., Ltd., an information and communication technology company, from March 2014 to August 2018. Mr. Mekavichai received a BS in Geography from Srinakharinwirot University and a diploma in Hydrographic Surveying from Plymouth Polytechnic, U.K. Mr. Mekavichai brings broad expertise in oil and gas operations, risk management, human resources, corporate development and information and technology to the Board. In addition, we believe that Mr. Mekavichai’s extensive experience as an executive and director at international energy companies makes him qualified to serve on our Board. | | |

  6. Nominees for Election — Class II Directors

    | | Sunit S. Patel | Director — Class II | | | Age: | 64 | | | Director since: | 2022 | | | Committees: | Audit & Risks | | | Other Public Boards: | None | | | Degrees: | B.S. in Chemical Engineering and Economics from Rice University; Chartered Financial Analyst (CFA) | | Sunit S. Patel has served as a director of the Company since September 2022. Since March 2025, Mr. Patel has served as Executive Vice President and Chief Financial Officer, and from December 2023 to March 2025 served as a director of Crown Castle Inc. (NYSE: CCI), a wireless infrastructure company. Prior to that, he served as Chief Financial Officer of Ibotta, Inc., a consumer technology company, from February 2021 to March 2025. In addition, he served as Executive Vice President, Merger and Integration Lead, at T-Mobile US, Inc., a provider of mobile communications services, from October 2018 to April 2020. In addition, Mr. Patel served as Executive Vice President and Chief Financial Officer of CenturyLink, Inc., an international facilities-based communications company, from November 2017 to September 2018 and Executive Vice President and Chief Financial Officer of Level 3 Communications Inc. from 2003 until its merger with CenturyLink in November 2017. He also co-founded and served as Chief Financial Officer of Looking Glass Networks Inc., a facilities-based provider of metropolitan telecommunication transport services, from April 2000 to March 2003. Prior to that, he served in senior leadership positions in a number of telecom companies and began his professional career in investment banking. Mr. Patel received a B.S. in Chemical Engineering and Economics from Rice University and is a Chartered Financial Analyst (CFA). Mr. Patel brings broad experience in financial, accounting and technology matters and strategic planning and transactions to the Board. In addition, we believe that Mr. Patel’s financial and accounting expertise, executive leadership experience and public company experience make him qualified to serve on our Board. | | |

  7. Nominees for Election — Class II Directors

    | | Carla Mashinski | Director — Class II | | | Age: | 63 | | | Director since: | 2022 | | | Committees: | Audit & Risks; Compensation | | | Other Public Boards: | Primoris Services Corporation; Ranger Energy Services | | | Degrees: | BS in Accounting with high honors from the University of Tennessee at Knoxville; Executive MBA from the University of Texas at Dallas | | Carla S. Mashinski has served as a director of the Company since September 2022. Since 2019, she has served on the board of directors of Primoris Services Corporation (NYSE: PRIM), a specialty construction and infrastructure company in the United States, and has served as chair of its audit committee and a member of its compensation committee since 2021. She has also served as a director, audit committee chair and nominations & governance committee member of Ranger Energy Services (NYSE: RNGR), an oil field service company, since January 2024. On July 1, 2025, Carla joined the board of a private company, Coastal Bend LNG, an emerging U.S. Gulf Coast liquefied natural gas developer positioning itself as a low-carbon LNG producer. Ms. Mashinski served as Chief Financial Officer of Cameron LNG, a liquefied natural gas terminal near the Gulf of Mexico, from 2015 to 2017, then was promoted to Chief Financial Officer and Administrative Officer and served in this role until her retirement in May 2022. Prior to that, she served as Chief Financial Officer and Vice President, Finance and Information Management, North American Operations, of Sasol Ltd. (JSE: SOL), an integrated energy and chemical company based in South Africa, from 2014 to 2015, Vice President, Finance and Administration and U.S. Chief Financial Officer of SBM Offshore (AMX: SBMO), a Dutch-based global group of companies servicing the offshore oil and gas industry, from 2008 to 2014 and Vice President, Accounting and Chief Accounting Officer/Controller of GulfMark Offshore, Inc., a global provider of marine transportation services, from 2004 to 2008. Ms. Mashinski also held various finance and accounting positions for Duke Energy (1999-2004) and Shell Oil Company (1985-1998) and its affiliates. Her previous board experience includes serving as a director, and a member of the audit, compensation and nominating committees, of Carbo Ceramics Inc., a technology and services company servicing the oil and gas industry, from 2019 to 2020 and a director, and chair of the compensation committee and member of the audit committee, of Unit Corporation (OTC: UNTC), a diversified energy company, from 2015 to 2020. Ms. Mashinski received a BS in Accounting with high honors from the University of Tennessee at Knoxville and an Executive MBA from the University of Texas at Dallas. She is a Certified Public Accountant in the State of Texas, National Association of Corporate Directors (NACD) Directorship Certified and holds a CERT Certification in Cybersecurity Oversight issued by the Software Engineering Institute of Carnegie Mellon University, and Effective AI Oversight for Directors Certification from Heinz College of Carnegie Mellon University. Ms. Mashinski brings broad experience in financial and accounting matters and corporate governance to the Board. In addition, we believe that Ms. Mashinski’s financial and accounting experience, U.S. public company board experience and upstream industry experience make her qualified to serve on our Board. | | |

  8. Class I Directors and Class III Directors

    Class I Directors and Class III Directors

  9. Class I Directors and Class III Directors

    | | Christopher P. Kalnin | Director — Class I | | | Age: | 48 | | | Director since: | 2020 | | | Committees: | None | | | Other Public Boards: | None | | | Degrees: | HBA in Finance from the University of Western Ontario; MBA from Northwestern University’s Kellogg School of Management | | Christopher P. Kalnin has served as Chief Executive Officer and a director of the Company since its formation in May 2020 and founded the Company in 2015. In September 2023, he was appointed as a member of a newly established Executive Committee of Banpu, with the delegation of authority to manage all aspects of Banpu’s businesses in North America, among other things. He also worked at Kalnin Ventures, the fund manager of BKV O&G, owned by Banpu (SET: BANPU), as Managing Director from June 2014 to May 2020 and Group CEO from January 2019 to May 2020. Prior to that, Mr. Kalnin served in multiple roles at Level 3 Communications, Inc. (“Level 3 Communications”), a global provider of high-capacity communications services to businesses, serving as Vice President of Strategic Business Operations and Planning from January 2014 to June 2014 and Senior Director from February 2012 to December 2013. From January 2010 to July 2011, he served as a Strategy Advisor and Chief of Staff to the Chief Executive Officer at PTT Exploration (SET: PTTEP), a petroleum exploration and production company based in Thailand. Additionally, he served as Engagement Manager at McKinsey & Company, a management consulting firm, from October 2005 to January 2010 and Senior Analyst at Credit Suisse First Boston, the investment banking division of Credit Suisse Group, from July 2000 to July 2003. Mr. Kalnin received an HBA in Finance from the University of Western Ontario and an MBA from Northwestern University’s Kellogg School of Management. We believe that Mr. Kalnin’s extensive industry experience and demonstrated leadership capabilities throughout our growth make him qualified to serve on our Board. | | |

  10. Class I Directors and Class III Directors

    | | Chanin Vongkusolkit | Chairman of the Board — Class I | | | Age: | 73 | | | Director since: | 2020 | | | Committees: | None | | | Other Public Boards: | Banpu; The Erawan Group Public Company Limited | | | Degrees: | Bachelor in Economics from Thammasat University; MBA in Finance from St. Louis University | | Chanin Vongkusolkit has served as Chairman of the Board of the Company since May 2020. He founded Banpu (SET: BANPU) in 1983 and has served as its Chairman of the Board since April 2016. His other positions at Banpu include director and Senior Executive Officer from 2015 to 2016 and director and Chief Executive Officer from 1983 to 2015. In addition, Mr. Vongkusolkit has served as a director of The Erawan Group Public Company Limited (SET: ERW), a hotel investor, developer and operator, since November 2004, and Chairman of its board of directors since April 2018. He has also served as a director of Mitr Phol Sugar Corp., Ltd., a sugar and bio-energy producer, since 1983 and various subsidiaries of Banpu, including Banpu Power (SET: BPP). Additionally, Mr. Vongkusolkit serves as Chairman of the Thai Listed Companies Association and an advisor at the Thammasat Economics Association. He previously served as a Commissioner at the Securities and Exchange Commission of Thailand from 2016 to 2018 and a director of Ratchaburi Electricity Generating Holding Public Company Limited, an independent power producer, from November 2003 to March 2011. Mr. Vongkusolkit received a Bachelor in Economics from Thammasat University and an MBA in Finance from St. Louis University. Mr. Vongkusolkit brings broad expertise in corporate development and leadership to the Board. In addition, we believe that Mr. Vongkusolkit’s extensive experience with international energy companies makes him qualified to serve on our Board. | | |

  11. Class I Directors and Class III Directors

    | | Anon Sirisaengtaksin | Director — Class I | | | Age: | 73 | | | Director since: | 2020 | | | Committees: | Nominations & Governance | | | Other Public Boards: | Banpu; Saha-Union Public Company Limited; CIMB Thai Bank Public Company Limited | | | Degrees: | BS in Geology from Chulalongkorn University; MBA from Thammasat University | | Anon Sirisaengtaksin has served as a director of the Company since May 2020. He has served as a director of Banpu (SET: BANPU) since April 2016 and an Executive Advisor to Banpu for its oil and gas business since 2014. He has also served as chairman of Thai Eastern Group Holding plc. (SET: TEGH), an agricultural business, since 2022, as a director of Saha-Union Public Company Limited (SET: SUC), an investment company, from 2020 to 2022 and CIMB Thai Bank Public Company Limited (SET: CIMBT), a commercial bank in Thailand, since June 2020. In addition, he served as a director and Chief Executive Officer of PTT Global Chemical Public Company Limited (SET: PTTGC) from 2012 to 2013, President and Chief Executive Officer of PTT Exploration (SET: PTTEP) from 2008 to 2012, Senior Executive Vice President, Corporate Strategy and Development of PTT Public Company Limited (“PTT PCL”) (SET: PTT) from 2002 to 2008, Executive Vice President, Natural Gas Supply and Trading, Gas Business Group, of PTT PCL from 2001 to 2002 and Deputy President, Natural Gas Marketing, Transmission and Distribution of PTT Natural Gas Distribution Co., Ltd. from 1996 to 2001. Mr. Sirisaengtaksin received a BS in Geology from Chulalongkorn University and an MBA from Thammasat University. Mr. Sirisaengtaksin brings broad expertise in corporate leadership and strategic planning to the Board. In addition, we believe that Mr. Sirisaengtaksin’s extensive experience as an executive at international energy companies makes him qualified to serve on our Board. | | |

  12. Class I Directors and Class III Directors

    | | Somruedee Chaimongkol | Director — Class I | | | Age: | 64 | | | Director since: | 2020 | | | Committees: | Audit & Risks (through June 19, 2025); Compensation | | | Other Public Boards: | None | | | Degrees: | Bachelor’s degree in Accounting from Bangkok University | | Somruedee Chaimongkol has served as a director of the Company since May 2020. She has served as a director of BNAC since February 2015. She previously served as the Chief Executive Officer and as a director of Banpu from April 2015 until March 2024, and prior to that served as the company’s Chief Financial Officer from 2006 to 2015 and Senior Vice President of Finance from 2001 to 2006. In addition, Ms. Chaimongkol has served as a director of various subsidiaries of Banpu, including Banpu Power (SET: BPP). She has also served as a commissioner of PT. Indo Tambangraya Megah Tbk (IDX: ITMG), an Indonesian coal supplier, since March 2022, and served as a director of Biofuel Development Holdings Co., Ltd., from November 2010 to December 2018. Ms. Chaimongkol received a Bachelor’s degree in Accounting from Bangkok University. Ms. Chaimongkol brings broad expertise in corporate leadership and financial matters to the Board. In addition, we believe that Ms. Chaimongkol’s extensive experience as an executive and director at international energy companies makes her qualified to serve on our Board. | | |

  13. Class I Directors and Class III Directors

    | | Joseph R. Davis | Director — Class III | | | Age: | 75 | | | Director since: | 2020 | | | Committees: | Nominations & Governance | | | Other Public Boards: | Reconnaissance Energy Africa Ltd. | | | Degrees: | AB in Earth Science from Dartmouth College; MS in Geology from Southern Methodist University; PhD in Geology from the University of Texas at Austin | | Joseph R. Davis has served as a director of the Company since May 2020. He has served as a director of Reconnaissance Energy Africa Ltd. d/b/a ReconAfrica (TSXV: RECO), a Canadian oil and gas company engaged in the exploration and development of oil and gas in Namibia, Botswana and Angola, since January 2022. In 2014, Mr. Davis began working with our Chief Executive Officer, Chris Kalnin, as a consultant, and upon the formation of BKV O&G in June 2015, he assumed the role of Vice President of Geosciences with Kalnin Ventures. He was later promoted to Senior Vice President of Kalnin Ventures, and in January 2019, he became Chief Operating Officer and served in that position until his retirement in March 2020. In addition, he served as Exploration Advisor for Digital Prospectors, LLC, an exploration consulting firm, from May 2009 to May 2015 and Vice President of Hyperion Oil Iraq, L.L.C., an international oil and gas exploration company involved in Iraq and Latin America, from August 2006 to May 2009. From 1992 to 2006, he had a consulting business specializing in evaluation of oil and gas exploration projects. Mr. Davis received an AB in Earth Science from Dartmouth College, an MS in Geology from Southern Methodist University and a PhD in Geology from the University of Texas at Austin. Mr. Davis brings broad expertise in strategic planning and operations to the Board. In addition, we believe that Mr. Davis’s upstream industry experience and executive experience make him qualified to serve on our Board. | | |

  14. Class I Directors and Class III Directors

    | | Kirana Limpaphayom | Director — Class III | | | Age: | 51 | | | Director since: | 2023 | | | Committees: | None | | | Other Public Boards: | Banpu; Centennial Coal Co. Pty Ltd. | | | Degrees: | Bachelor of Economics; MBA from the Chulalongkorn University | | Kirana Limpaphayom has served as a director of the Company since September 2023. He has served as Chief Operating Officer of Banpu (SET: BANPU) since April 2024 and as a director since April 2020, as Chief Executive Officer of Banpu Power (SET: BPP) since April 2020, as Executive Manager of Banpu Power Trading G.K., a licensed electricity retailer in Japan, since April 2021 and as Commissioner to PT. Indo Tambangraya Megah Tbk (IDX: ITMG), an Indonesian coal supplier, since March 2022. In September 2023, he was appointed as a member of a newly established Executive Committee of Banpu, with the delegation of authority to manage many aspects of Banpu’s businesses in Asia, among other things. Mr. Limpaphayom also currently serves as a director of various subsidiaries of Banpu, including as a director of BKV-BPP Retail since July 2022, BPPUS and the BKV-BPP Power Joint Venture since July 2021 and Banpu Power since April 2020. He has also served as an Alternate Director of Centennial Coal Co. Pty Ltd. (ASX: CEY), an Australian mining company, since April 2014. Mr. Limpaphayom previously served as Head of Power at Banpu from April 2020 to April 2024, and as a President Director of PT. Indo Tambangraya Megah Tbk from March 2016 to May 2020. Prior to that, Mr. Limpaphayom served in various positions at Banpu and its subsidiaries, including as Head of Strategic Planning at Banpu from August 2009 until May 2013, as Executive Director of Banpu Australia Co. Pty. Ltd. from June 2013 until December 2015 and as President Director of PT. Indominco Mandiri, a subsidiary of PT. Indo Tambangraya Megah Tbk, from April 2016 until August 2017. Mr. Limpaphayom received a Bachelor of Economics and an MBA from the Chulalongkorn University, a Master of Science in Industrial Relations from the University of London and a PhD in Sociology from the University of Warwick. Mr. Limpaphayom brings broad expertise in corporate leadership and financial matters to the Board. In addition, we believe that Mr. Limpaphayom’s extensive experience as an executive and director at international energy companies makes him qualified to serve on our Board. | | |

  15. Class I Directors and Class III Directors

    | | Charles C. Miller III | Director — Class III | | | Age: | 73 | | | Director since: | 2020 | | | Committees: | Audit & Risks; Compensation | | | Other Public Boards: | None | | | Degrees: | AB from Harvard College; JD from Harvard Law School | | Charles C. Miller III has served as a director of the Company since May 2020 and became Lead Independent Director during 2025. He served as a director of Global Healthcare Exchange, a provider of exchange and other electronic services to health care providers and their suppliers, from June 2017 through December 2023, and Equideum Health, a Web3 person-centered healthcare and research network provider, from December 2021 to April 2024. Mr. Miller was an executive in the telecommunications industry from 1987 to 2013. From 2000 to 2014, he was Vice Chairman of Level 3 Communications where his responsibilities included corporate strategy, mergers and acquisitions, business development, marketing and information services. Prior to that, Mr. Miller was an executive officer of BellSouth Corporation from 1987 to 2000, where his roles included Senior Vice President, Corporate Strategy and Development, as well as President of BellSouth International, Inc. Before his telecommunications career, he practiced corporate law at King & Spalding LLP from 1979 to 1984 and Ropes & Gray LLP from 1977 to 1979. Mr. Miller received an AB from Harvard College and a JD from Harvard Law School. Mr. Miller brings broad expertise in strategic planning, business development and technology to the Board. In addition, we believe that Mr. Miller’s U.S. public company board experience and legal expertise make him qualified to serve on our Board. | | |

  16. Class I Directors and Class III Directors

    | | Sinon Vongkusolkit | Director — Class III | | | Age: | 36 | | | Director since: | 2022 | | | Committees: | None | | | Other Public Boards: | Banpu; PT. Indo Tambangraya Megah Tbk; Banpu Power | | | Degrees: | BA in Business and Marketing Management from Oxford Brookes University; MA in Global Management Finance from Regent’s University London | | Sinon Vongkusolkit has served as a director of the Company since July 2022. He has served as Chief Executive Officer and director of Banpu (SET: BANPU) since April 2024. Mr. Vongkusolkit also currently serves as a director of various subsidiaries of Banpu, including as a director of PT. Indo Tambangraya Megah Tbk (IDX: ITMG) since March 2024, as a director of Banpu Power (SET: BPP) since April 2024, as a director for each of BOG Co., Ltd. and BNAC since May 2024, as a director of BPPUS since June 2024 and as a director of Banpu Ventures Pte. Ltd. since May 2022. He previously served as Chief Executive Officer of Banpu NEXT Co. Ltd. from July 2022 to December 2023. Prior to that, he served at Banpu in the Project Management Office team, where he executed financial and asset transactions, from January 2020 to June 2022. He also served as a financial analyst in the Corporate Finance team of Banpu, where he worked on funding for the Banpu group, from November 2014 to January 2020. Mr. Vongkusolkit received a BA in Business and Marketing Management from Oxford Brookes University and an MA in Global Management Finance from Regent’s University London. Mr. Vongkusolkit brings broad expertise in strategic management and operations, including corporate finance, investments and project management, from his time at Banpu to the Board. In addition, we believe that Mr. Vongkusolkit’s leadership skills, technological adeptness and growth mindset from his time at Banpu NEXT Co. Ltd. make him qualified to serve on our Board. | | |

  17. Committees of the Board of Directors

    Audit & Risks Committee The Audit & Risks Committee oversees the conduct of our financial reporting processes, including (i) reviewing with management and the outside auditors the audited financial statements included in our annual reports filed with the SEC, (ii) reviewing with management and the outside auditors the interim financial results included in our quarterly reports filed with the SEC, (iii) discussing with management and the outside auditors the quality and adequacy of internal controls and (iv) reviewing the independence of the outside auditors. Our Audit & Risks Committee will have a minimum of three members and is currently comprised of Ms. Mashinski, Mr. Miller and Mr. Patel, and Ms. Mashinski serves as the chair of the Audit & Risks Committee. All members of our Audit & Risks Committee are required to be “independent” as defined in the NYSE corporate governance standards and Rule 10A-3 of the Exchange Act and our Board has determined that each of Ms. Mashinski, Mr. Miller and Mr. Patel is independent under the NYSE corporate governance standards and Rule 10A-3 of the Exchange Act. Additionally, all members of our Audit & Risks Committee will be, in the judgment of our Board, financially literate, or will become so within a reasonable period of time after appointment to the Audit & Risks Committee. Ms. Mashinski and Mr. Patel qualify as “audit committee financial experts” as defined under the Sarbanes-Oxley Act and applicable regulations of the Securities Exchange Commission (the “SEC”). The Audit & Risks Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE, and the Audit & Risks Committee review the charter annually. A copy of the Audit & Risks Committee Charter is available for review on the Company’s website at www.bkv.com. Nominations & Governance Committee The Nominations & Governance Committee is responsible for (i) advising our Board about the appropriate composition of our Board and its committees, (ii) identifying and evaluating candidates for board service, (iii) subject to BNAC’s rights under the Stockholders’ Agreement, recommending director nominees for election at annual meetings of stockholders or for appointment to fill vacancies and newly created directorships, and (iv) recommending the directors to serve on each committee of our Board. The Nominations & Governance Committee is also responsible for periodically reviewing and making recommendations to our Board regarding corporate governance policies, stockholder proposals and responses to stockholder proposals, for conducting an annual performance review of our Board and its committees, and for reviewing whether our directors satisfy applicable independence requirements. Pursuant to our Stockholders’ Agreement, BNAC currently has the right to designate for nomination eight out of twelve directors on the Board; for additional information, see “Certain Relationships and Related Party Transactions — Stockholders’ Agreement”. For additional details regarding director selection criteria, refer to “Nomination of Directors and Selection Process — Selection Criteria for Nominees for Directors” and for additional details regarding stockholder nominations, refer to “Stockholder Nominations.” The members of our Nominations & Governance Committee are Messrs. Sirisaengtaksin, Davis, Dayananda and Mekavichai, and Mr. Sirisaengtaksin serves as the chair of the Nominations & Governance Committee. As a “controlled company,” our Nominations & Governance Committee is not required to be comprised of entirely independent directors. Messrs. Sirisaengtaksin, Dayananda and Mekavichai are not “independent” for purposes of the SEC and NYSE independence rules that are applicable to nominations and governance committee members. The Nominations & Governance Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE, and the Nominations & Governance Committee reviews the charter annually. A copy of the Nominations & Governance Committee Charter is available for review on the Company’s website at www.bkv.com. Compensation Committee The Compensation Committee reviews, evaluates and recommends to the Board compensation policies for our executive officers and has authority to approve the compensation of all executive officers other than the CEO. The Compensation Committee also administers the 2024 Plan (as defined below) and has the authority to grant equity awards under the 2024 Plan to our executive officers and senior management other than the CEO. The members of our Compensation Committee are Ms. Chaimongkol, Ms. Mashinski and Mr. Miller, and Ms. Chaimongkol serves as the chair of the Compensation Committee. As a “controlled company,” our Compensation Committee is not required to be comprised of entirely independent directors. Ms. Chaimongkol is not “independent” for purposes of the SEC and NYSE independence rules that are applicable to compensation committee members. The Compensation Committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing standards of the NYSE, and the Compensation Committee reviews the charter annually. A copy of the Compensation Committee Charter is available for review on the Company’s website at www.bkv.com. The Company engaged Willis Towers Watson plc (“WTW”) on behalf of the Compensation Committee as its independent executive compensation advisory firm. WTW provides consulting services solely on behalf the Compensation Committee and has no relationship with the Company or management except as it may relate to performing such services. WTW assists the Compensation Committee in defining our peer companies for executive compensation and practices, and benchmarking our executive compensation program against the peer group. WTW also assists the Compensation Committee with all aspects of the design of our executive and director compensation programs to ensure appropriate linkage between pay and performance. For 2025, the Compensation Committee assessed the independence of WTW pursuant to applicable SEC and NYSE rules and concluded that WTW’s engagement by the Compensation Committee did not raise any conflicts of interest. Compensation Committee Interlocks and Insider Participation None of our executive officers serve on the board of directors or compensation committee of another public company that has an executive officer serving on our board of directors or compensation committee. In addition, no member of our board is an executive officer of another public company in which one of our executive officers serves as a member of the Board or compensation committee of that company. Family Relationships Messrs. C. Vongkusolkit and S. Vongkusolkit are father and son, respectively. There are no other familial relationships among any of the directors or executive officers of the Company.

  18. Indemnification Agreements with our Directors and Officers

    Indemnification Agreements with our Directors and Officers We have entered into indemnification agreements with each of our directors and officers. The indemnification agreements and our governing documents will require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. Subject to certain limitations, the indemnification agreements and our governing documents will also require us to advance expenses incurred by our directors and officers.

  19. Employee Relationship with Chief Administrative Officer and Chief Legal Officer

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Chanin Vongkusolkit | 232,778 | — | 232,778 | | Somruedee Chaimongkol | 160,843 | — | 160,843 | | Joseph R. Davis | 270,397 | 139,992 | 415,389 | | Akaraphong Dayananda | 145,955 | — | 145,955 | | Kirana Limpaphayom | 140,955 | — | 140,955 | | Carla S. Mashinski | 290,589 | 139,992 | 435,581 | | Thiti Mekavichai | 145,955 | — | 145,955 | | Charles C. Miller III | 283,763 | 139,992 | 428,755 | | Sunit S. Patel | 222,897 | 139,992 | 367,889 | | Anon Sirisaengtaksin | 156,145 | — | 156,145 | | Sinon Vongkusolkit | 140,955 | — | 140,955 |

  20. Equity Compensation Plans

    Equity Compensation Plans Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth certain information as of December 31, 2025, concerning outstanding awards under the Company’s equity compensation plan, which has been approved by stockholders, the weighted average exercise price of the outstanding options and the number of shares available for future issuance under the plan:

  21. Equity Compensation Plans

    | Plan Category | (a) Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights or Settlement of Restricted Stock Units(1) | (b) Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights | (c) Number of Shares Remaining Available for Future Issuance(2) | | Equity compensation plans approved by stockholders(3) | 1,874,119 | — | 2,918,186 |

  22. Equity Compensation Plans

    (1) Includes 688,825 time-based restricted stock units (“TRSUs”) and 1,185,294 performance-based restricted stock units (“PRSUs”) at target. If the PRSUs are earned at the maximum level of performance, 2,370,588 shares would be issuable upon the settlement of such PRSUs. (2) Reflects the number of shares of our common stock available for issuance under the 2024 Plan assuming that target performance is achieved with respect to outstanding PRSUs. (3) Consists of the 2024 Plan which permits grants of awards in the form of stock options, shares of restricted stock, performance units and restricted stock units, as well as other forms of incentive awards. 2024 Equity and Incentive Compensation Plan Our 2024 Equity and Incentive Compensation Plan (the “2024 Plan”) became effective immediately prior to the consummation of the IPO and, in December 2025, our board of directors approved an amendment and restatement of the 2024 Plan to increase the number of shares of our common stock available for grant and issuance under the 2024 Plan by 2,500,000 shares, effective March 5, 2026 (the 2024 Plan, as so amended and restated, the “A&R 2024 Plan”). The A&R 2024 Plan was approved by holders of a majority of the voting power of the Company’s outstanding capital stock in January 2026. The 2024 Plan permits the grant of awards to the non-employee directors, officers, and other employees of BKV and its controlled subsidiaries in order to provide incentives and rewards for service and/or performance. We may grant stock options, appreciation rights, restricted stock, restricted stock units (“RSUs”), performance shares, performance units, cash incentive awards, and certain other awards based on or related to shares of our common stock. Under the 2024 Plan, we can issue up to 5,000,000 shares of our common stock, which are subject to adjustment to reflect any extraordinary cash dividend, stock dividend, split, or combination of our common stock. The aggregate number of shares of our common stock available for award under the 2024 Plan will be reduced by one share of our common stock for every one share of its common stock subject to an award granted under the 2024 Plan. Each grant of an award under the 2024 Plan will be evidenced by an award agreement that includes terms and provisions, determined by our Compensation Committee (or other committee of the board of directors designated by the board to administer the 2024 Plan), which outlines the number of shares of common stock, earning or vesting terms, and any other terms consistent with the 2024 Plan. Employee Stock Purchase Plan Our Employee Stock Purchase Plan (the “ESPP”) became effective immediately prior to the consummation of the IPO. A total of 500,000 shares of our common stock is available for awards under the ESPP and only permits eligible employees to purchase shares of our common stock through payroll deductions, which cannot exceed 10% of the employee’s eligible compensation. The ESPP will be implemented through a series of offering periods, each with a duration of six months and occurring twice annually. During each offering period, payroll contributions will accumulate without interest and, on the last trading day of the offering period, accumulated payroll deductions will be used to purchase shares of our common stock. For the year ended December 31, 2024, we did not recognize any equity-based compensation expense related to the ESPP. 2021 Equity and Incentive Compensation Plan On January 1, 2021, the BKV Corporation Long-Term Incentive Plan (the “2021 Plan”) was established and as of December 31, 2024, 7,724,499 RSUs were considered to have been granted under Accounting Standards Codification (“ASC”) 718 — Compensation-Stock Compensation (“ASC 718”), when taking into consideration performance RSUs at the maximum performance level and time-based RSUs anticipated to be legally granted in the three years following inception. As of December 31, 2024, the awards considered granted under ASC 718 since inception equaled the number of RSUs legally granted.

  23. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following Summary Compensation Table shows information about the compensation awarded to, earned by or paid to our NEOs for calendar years 2025 and 2024.

  24. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Christopher P. Kalnin Chief Executive Officer | 2025 | 795,386 | — | 3,411,014 | 1,676,401 | 21,000 | 5,903,801 | | | 2024 | 700,000 | — | 2,800,700 | 991,200 | 27,060 | 4,518,960 | | Eric S. Jacobsen President — Upstream | 2025 | 520,385 | 1,000,000 | 1,949,144 | 816,354 | 21,000 | 4,306,883 | | | 2024 | 425,000 | — | 1,294,030 | 533,596 | 27,060 | 2,279,686 | | Dilanka Seimon(6) Chief Commercial Officer | 2025 | 364,000 | 1,000,000 | 1,563,219 | 497,537 | 21,000 | 3,445,756 |

  25. 2025 Summary Compensation Table

    (1) Amounts reflect the base salary paid to each NEO in the applicable year. For Mr. Seimon for 2025, this amount reflects the portion of his annual base salary of $520,000 that he received for the period beginning on his start date of April 3, 2025. (2) Amounts reflect (a) the retention bonus paid to Mr. Jacobsen, which he is required to repay if, prior to February 3, 2027, his employment terminates for any reason other than by the Company without “Cause” or by him for “Good Reason” (as such terms are defined in his amended and restated employment agreement) or he breaches any of the material terms and conditions set forth in the agreement, and (b) the sign-on bonus paid to Mr. Seimon, which he is required to repay if, prior to April 3, 2026, his employment terminates for any reason other than by the Company without “Cause” or by him for “Good Reason” (as such terms are defined in his employment agreement) or he breaches any of the material terms and conditions set forth in the agreement. (3) Amounts reflect the grant date fair values of the TRSUs and PRSUs granted in each year, which have been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. Assuming the highest level of performance conditions will be achieved, the grant date fair values of the PRSUs granted in (a) 2025 would be $4,022,065 for Mr. Kalnin, $2,298,332 for Mr. Jacobsen and $1,926,459 for Mr. Seimon, and (b) 2024 would be $2,269,154 for Mr. Kalnin and $1,037,327 for Mr. Jacobsen. In accordance with FASB ASC Topic 718, the Company recognized a compensation expense in 2021 under its then-effective long-term incentive program for each of the four annual grants expected to be granted during 2021, 2022, 2023 and 2024, although only the first annual grant was granted in 2021. Therefore, although Messrs. Kalnin and Jacobsen were granted TRSUs on January 1, 2024, no grant date fair value for TRSUs granted to the NEOs in 2024 is reflected in the table above. (4) Amounts reported represent each NEO’s annual performance-based bonus earned for 2025 or 2024 but paid after the end of the applicable fiscal year, upon certification of the applicable performance measures by our Compensation Committee or, in the case of the Chief Executive Officer, the Board. See “— 2025 Annual Performance-Based Bonuses” for more information. (5) Amounts reported represent the Company matching contribution to the 401(k) plan, which provides employees with an opportunity to save for retirement. In 2025, the Company made matching contributions of up to 6% of base salary attributable to such periods, which contributions are immediately vested. (6) Mr. Seimon joined the Company as its CCO on April 3, 2025.

  26. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table presents the outstanding equity awards held by each of our NEOs as of December 31, 2025. The market values shown were calculated by multiplying the number of unvested TRSUs or PRSUs at year end by the closing price per share of Common Stock of $27.15 on December 31, 2025.

  27. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Christopher P. Kalnin | — | — | 333,162(1) | 9,045,348 | | | 124,016(2) | 3,367,034 | — | — | | Eric S. Jacobsen | — | — | 177,045(1) | 4,806,772 | | | 64,940(2) | 1,763,121 | — | — | | Dilanka Seimon | — | — | 79,540(1) | 2,159,511 | | | 26,513(2) | 719,828 | — | — |

  28. Outstanding Equity Awards at Fiscal Year-End

    (1) In accordance with SEC rules, represents the target number of PRSUs granted in 2024 and the maximum number of PRSUs granted in 2025 that, in each case, were outstanding as of December 31, 2025. (2) Represents the TRSUs that were unvested as of December 31, 2025 and that were granted (a) on September 27, 2024 to Messrs. Kalnin and Jacobsen, of which one-half vested on January 1, 2026, and the remaining one-half of which will vest on January 1, 2027, (b) on March 3, 2025 to Messrs. Kalnin and Jacobsen, which will vest in approximately equal installments on each of the first three anniversaries of the grant date, and (c) on May 14, 2025 to Mr. Seimon, which will vest in approximately equal installments on each of the first three anniversaries of the grant date.

  29. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Treatment of Equity Awards The award agreements for the PRSUs and TRSUs granted to Mr. Kalnin in 2024 and 2025 provide for the following treatment on termination of employment, subject to his execution of a release of claims:

  30. Potential Payments Upon Termination or Change in Control

    | | PRSUs | TRSUs | | Death, Disability | Full vesting at target payout | Full vesting | | Termination without “Cause” or resignation for “Good Reason” | • If termination occurs prior to the final six months of the performance period, full vesting on termination at target payout • If termination occurs during the final six months of the performance period, full award remains outstanding and eligible to be earned based on actual performance achievements | Full vesting |

  31. Potential Payments Upon Termination or Change in Control

    In the event of a change in control in which Mr. Kalnin’s PRSUs and TRSUs are continued, assumed or substituted with awards of the acquiring or surviving entity with substantially equal terms and value, as of the change in control, the performance measures of Mr. Kalnin’s PRSUs will be deemed to have been met at the greater of the target payout or, if determinable, the level of achievement of the PRSU KPIs from the beginning of the performance period through the latest practicable date prior to the change in control, and Mr. Kalnin’s PRSUs and TRSUs will otherwise remain subject to his service-based requirements and the termination protections in the table above. The award agreements for the PRSUs and TRSUs granted to Mr. Jacobsen in 2024 and 2025 and to Mr. Seimon in 2025 provide for following treatment on termination of employment, subject to the NEO’s execution of a release of claims:

  32. Potential Payments Upon Termination or Change in Control

    | | PRSUs | TRSUs | | Death, Disability | Full vesting at target payout | Full vesting | | Termination without “Cause” not in connection with a change in control | • If termination occurs prior to the final six months of the performance period, pro-rata vesting on termination at target payout • If termination occurs during the final six months of the performance period, pro-rata portion of award remains outstanding and eligible to be earned based on actual performance achievements | Forfeit | | Termination without “Cause” or resignation for “Good Reason” within 24 months following a change in control (if awards are assumed) | As of the change in control, performance measures will be deemed to have been met at the greater of the target payout or, if determinable, the level of achievement of the PRSU KPIs from the beginning of the performance period through the latest practicable date prior to the change in control and on such termination, such number of PRSUs will vest | Full vesting |

  33. Potential Payments Upon Termination or Change in Control

    In the event of a change in control in which the PRSUs or TRSUs are not continued, assumed or substituted with awards of the acquiring or surviving entity with substantially equal terms and value, (i) the PRSUs will vest based on the greater of target performance, or, if determinable, actual performance through change in control, and (ii) the TRSUs will vest. Separation Benefits Mr. Kalnin Mr. Kalnin’s employment agreement provides that, if his employment is terminated by the Company without “Cause” or by him with “Good Reason” (as such terms are defined in the agreement), he will receive separation benefits consisting of (1) a lump sum payment equal to 200% of the sum of (a) his base salary plus (b) his target annual cash bonus, each in effect at the time of termination, and (2) if he elects coverage under the Company’s medical plan pursuant to COBRA, he will be reimbursed for the full amount of his and his eligible dependents’ COBRA premiums for the 18-month period following termination, unless he earlier becomes eligible for coverage under another employer’s medical plan. Mr. Kalnin’s receipt of these separation benefits is subject to his execution and non-revocation of a release of claims in favor of the Company and his continued compliance with the restrictive covenants contained in the employment agreement, including non-competition, non-solicitation (of employees or customers) and intellectual property development prohibitions for 18 months following termination, along with a perpetual confidentiality covenant. Mr. Jacobsen Mr. Jacobsen’s original employment agreement, which was in effect throughout 2024 and through February 2, 2025, provided that, if his employment was terminated by the Company without “Cause” (as determined by the Company in good faith), he would have received a lump sum payment equal to three months of his base salary. Mr. Jacobsen’s amended and restated employment agreement, which became effective on February 3, 2025, provides that if his employment is terminated by the Company without “Cause” (as defined in the agreement), or if he resigns voluntarily at any time after February 3, 2026, provided that he gives at least 90 days’ prior written notice and has not committed any action or inaction that would constitute “Cause”, he will receive severance payments consisting of (a) an amount equal to the sum of $2,000,000 and a pro-rated amount of his target annual bonus for the calendar year of termination, with 50% of such amount payable on each of the 12-month and 24-month anniversaries of the termination date, and (b) any unpaid annual bonus for the year prior to the year of termination. These severance payments are subject to Mr. Jacobsen’s execution and non-revocation of a release of claims in favor of the Company and his continued compliance with the restrictive covenants contained in the amended and restated employment agreement, including customary confidentiality, invention assignment and non-disparagement covenants, and non-competition and non-solicitation covenants which extend for 24 months after termination of employment. Mr. Seimon Mr. Seimon’s employment agreement provides that if his employment is terminated by the Company without “Cause” or by him for “Good Reason” (as such terms are defined in the agreement), he will receive severance payments consisting of (a) an amount equal to the sum of 24 months of his base salary and a pro-rated portion of his target annual bonus at the rate of 95% for the calendar year of termination, with 50% of such amount payable on each of the six-month and 12-month anniversaries of the termination date, (b) any unpaid annual bonus for the year prior to the year of termination and (c) monthly payment of COBRA premiums for him and his family, to the extent that such coverage is elected and in line his then-current coverage election. These severance payments are subject to Mr. Seimon’s execution and non-revocation of a release of claims in favor of the Company and his continued compliance with the restrictive covenants contained in the employment agreement, including customary confidentiality, invention assignment and non-disparagement covenants, and non-competition and non-solicitation covenants which extend for 12 months after termination of employment.