DEF 14A of Net Power Inc.
Filed Apr 26, 2024 · FY20230001140361-24-022472
Biographical Information of Directors
Biographical Information of Directors
Biographical Information of Directors
| Ralph Alexander | | | Age 69 Director since June 2023 Board committees: Audit Compensation (Chair) Other current public company boards: Enviva Inc. | Background | | | Mr. Alexander served as Chief Executive Officer of Talen Energy Corporation, one of the largest competitive power generation and infrastructure companies in North America, from December 2016 to June 2021 and as its Chairman from June 2021 to April 2023. In December 2022, Talen Energy Corporation filed for Chapter 11 bankruptcy protection and consummated the strategic transactions contemplated by its Chapter 11 plan of reorganization and completed its restructuring in May 2023. Mr. Alexander was previously affiliated with Riverstone Holdings LLC, an energy and power-focused private equity firm, from 2007 to 2016. Prior to that, for nearly 25 years, he served in various positions with subsidiaries and affiliates of BP plc, one of the world's largest oil and gas companies (“BP”). From 2004 until 2006, Mr. Alexander served as Chief Executive Officer of Innovene, BP's $20 billion olefins and derivatives subsidiary. From 2001 until 2004, he served as Chief Executive Officer of BP's Gas, Power and Renewables and Solar segment and was a member of the BP group executive committee. Prior to that, Mr. Alexander served as a Group Vice President in BP's Exploration and Production segment and BP's Refinery and Marketing segment. He held responsibilities for various regions of the world, including North America, Russia, the Caspian, Africa and Latin America. Prior to these positions, Mr. Alexander held various positions in the upstream, downstream, and finance groups of BP. Since its inception in 2013, he has served on the Board of Directors of Enviva Inc. (NYSE: EVA), a global energy company specializing in sustainable wood bioenergy and one of the world's largest producers of sustainable wood pellets, which provide a low-carbon alternative to fossil fuels. He previously served on the boards of EP Energy Corporation, Foster Wheeler, Stein Mart, Inc., Amyris and Anglo-American plc. Mr. Alexander holds an M.S. in Nuclear Engineering from Brooklyn Polytech (now NYU School of Engineering) and an M.S. in Management Science from Stanford University. |
Biographical Information of Directors
| Peter J. (Jeff) Bennett | | | Age 56 Director since June 2023 Board committees: None Other current public company boards: Western Midstream Partners, LP | Background | | | Mr. Bennett has served as President of U.S. Onshore Resources and Carbon Management, Commercial Development of Occidental, the parent of OXY, since October 2020. In this role, Mr. Bennett is responsible for the strategic direction and capital placement for Occidental's U.S. Onshore Resources and Carbon Management business. He also served as Senior Vice President of Permian Resources of Occidental Oil and Gas, a subsidiary of Occidental, from April 2018 to April 2020 and as President and General Manager of Permian Resources and the Rockies from April 2020 to October 2020. Mr. Bennett previously served as President and General Manager — Permian Resources, New Mexico Delaware Basin, from January 2017 to April 2018, Chief Transformation Officer from June 2016 to January 2017, Vice President, Portfolio and Optimization of Occidental Oil and Gas from February 2016 to June 2016 and, prior to that, pioneered innovative logistical and operational solutions as Vice President, Operations Portfolio and Integrated Planning of Occidental Oil and Gas from October 2015 to February 2016. Mr. Bennett has served as a member of the board of directors of Western Midstream Partners, LP (NYSE: WES) since August 2019 and as chairperson of such board since December 2021. Mr. Bennett received a B.A. in accounting from Louisiana State University and an MBA from Pepperdine University in California. He is also a Certified Public Accountant (inactive). |
Biographical Information of Directors
| J. Kyle Derham | | | Age 36 Director since June 2023 Board committees: Nominating & Corporate Governance Committee Other current public company boards: None | Background | | | Mr. Derham served as the Chief Executive Officer of RONI from February 2022 until the Closing; prior to that, he served as RONI's Chief Financial Officer from February 2021 to February 2022. Mr. Derham is a Partner of Rice Investment Group. Mr. Derham was a director of Archaea Energy Inc. from September 2021 until December 2022 when Archaea Energy Inc. was acquired by BP Products North America Inc. Mr. Derham, as part of certain members of the Rice Investment Group, led the shareholder campaign in 2019 to revamp the strategic direction of EQT Corporation (“EQT”) and elect a majority slate of director candidates to the board of EQT, the largest operator of natural gas production in the United States. Following the campaign, Mr. Derham served as interim Chief Financial Officer of EQT and subsequently served as a strategic advisor to the company. Mr. Derham previously served as Vice President, Corporate Development and Finance of Rice Energy and Rice Midstream from January 2014 through November 2017. Through his various roles working alongside the Rice family, Mr. Derham has focused on evaluating, structuring and negotiating key acquisitions and execution of critical strategic initiatives to generate attractive risk adjusted returns for investors. Mr. Derham also has experience as a private equity investor, working as an associate at First Reserve and as an investment banker at Barclays Investment Bank. |
Biographical Information of Directors
| Frederick A. Forthuber | | | Age 60 Director since June 2023 Board committees: None Other current public company boards: Western Midstream Partners, LP | Background | | | Mr. Forthuber currently serves as President of Oxy Energy Services, LLC, a subsidiary of Occidental. In this role, Mr. Forthuber has global functional responsibility for midstream and marketing of crude oil, natural gas liquids, and natural gas. In addition, Mr. Forthuber has global functional responsibility for Health and Safety, Process Safety and Risk Engineering. Mr. Forthuber has more than 35 years of industry experience in oil and gas operations. He has held positions of increasing responsibility in engineering and project management since joining Occidental with the acquisition of Altura Energy in 2000. Most recently, he served as Vice President Worldwide Operations for Occidental Oil and Gas Corporation. Prior to joining Occidental, Mr. Forthuber served in engineering roles for Altura Energy and Exxon. He has been a Director for the Western Midstream Board of Directors since 2021 and is a member of the Environmental, Social, and Governance Committee. Mr. Forthuber holds a Bachelor of Science degree in Marine Engineering Systems from the United States Merchant Marine Academy and an Executive Scholar Certificate in Finance from the Kellogg School of Management at Northwestern University. |
Biographical Information of Directors
| Joseph T. Kelliher | | | Age 63 Director since June 2023 Board committees: Compensation Nominating and Corporate Governance (Chair) Other current public company boards: None | Background | | | Mr. Kelliher is a former Executive Vice President-Federal Regulatory Affairs for NextEra Energy, Inc. (“NextEra”) and former Chairman of the Federal Energy Regulatory Commission (“FERC”). Mr. Kelliher was responsible for developing and executing FERC regulatory strategy for NextEra and its principal subsidiaries, NextEra Energy Resources and Florida Power & Light Company, from 2009 to 2020. NextEra is the largest electricity company in the U.S., one of the few national electricity companies, operating in every region and every organized market, and the most complex company regulated by FERC, with multiple business lines subject to FERC regulation. Previously, Mr. Kelliher served as FERC Chairman and Commissioner from 2005 to 2009. A hallmark of his chairmanship was efficient implementation of the EP Act 2005, the largest expansion in FERC regulatory authority since the 1930s. This law gave FERC a new mission to assure reliability of the interstate power grid, granted the agency strong enforcement authority for the first time and expanded FERC powers in other areas. Chairman Kelliher pursued a series of reforms to promote competitive wholesale power and natural gas markets, improve FERC economic regulation and strengthen the U.S. energy infrastructure. Mr. Kelliher has spent his entire professional career working on energy policy matters, serving in a variety of roles in both the public and private sectors. These include senior policy advisor to the U.S. Secretary of Energy, majority counsel to the U.S. House Commerce Committee and positions with private corporations, trade associations and law firms. Mr. Kelliher earned a Bachelor of Science degree from Georgetown University, School of Foreign Service, and a Juris Doctor degree, magna cum laude, from The American University Washington College of Law. |
Biographical Information of Directors
| Carol Peterson | | | Age 66 Director since June 2023 Board committees: Audit Nominating and Corporate Governance Other current public company boards: None | Background | | | From 2004 until her retirement in February 2022, Ms. Peterson held multiple executive positions at Constellation. From January 2015 to February 2022, she served as Senior Vice President of Strategy & Planning, in which position she led major transformations including the separation of Constellation from Exelon Corporation and the integration of acquired power plants. Previously at Exelon Generation, from March 2014 to January 2015, she served as Vice President of Strategy, from April 2010 to March 2014, she served as Vice President of Project Management, and from October 2004 to April 2010, she served as Vice President of Finance. Ms. Peterson does not currently hold any positions with Constellation. Prior to Constellation, Ms. Peterson held positions in engineering and operations for Duke Energy Corporation (NYSE: DUK), Wisconsin Energy Corporation and Westinghouse Electric Corporation. Ms. Peterson has served on the Board of the Northern Illinois Food Bank since 2016. Ms. Peterson earned a bachelor's degree in engineering from the University of Illinois and a master's of management from Northwestern University. |
Biographical Information of Directors
| Brad Pollack | | | Age 42 Director since June 2023 Board committees: Nominating and Corporate Governance Other current public company boards: None | Background | | | Mr. Pollack currently serves as Deputy General Counsel, Commercial Development and Operations of Occidental. In this role, which he has held since April 2023, Mr. Pollack is responsible for the legal support for domestic and international mergers, acquisitions and other commercial transactions, and manages the legal teams supporting Occidental's operations in the Middle East, North Africa, South America and Gulf of Mexico as well as major projects. He has also served as Vice President, Legal of OXY since July 2022, pursuant to which he is responsible for the legal support for Occidental's low carbon ventures business, which seeks to leverage Occidental's legacy of carbon management expertise to develop carbon capture, utilization and storage (“CCUS”) projects. Mr. Pollack joined Occidental in 2014 and has held multiple positions of increasing responsibility within Occidental's legal department, including most recently serving as Associate General Counsel of Occidental Petroleum from January 2022 to April 2023, prior to which he served as Assistant General Counsel, M&A and Strategic Transactions, from April 2019 to June 2022, as Managing Counsel, M&A and Strategic Transactions, from April 2018 to March 2019, and as Senior Counsel, M&A and Projects, from December 2014 to March 2018. Before joining Occidental, Mr. Pollack was a senior corporate and securities lawyer at Dechert LLP where he represented public and private companies in domestic and cross-border mergers and acquisitions, capital market transactions, corporate governance and other legal matters across a wide range of industry sectors, such as energy, technology, advanced manufacturing and financial services. Mr. Pollack received a B.S.E. in systems engineering from the University of Pennsylvania and a J.D. from Syracuse University College of Law. |
Biographical Information of Directors
| Daniel J. Rice IV | | | Age 43 Director since June 2023 Board committees: None Other current public company boards: EQT Corporation | Background | | | Mr. Rice has served as NET Power's Chief Executive Officer since June 2023. Mr. Rice has over 15 years of experience in the energy industry. Mr. Rice is a Partner of Rice Investment Group and served as Chief Executive Officer of Rice Energy Inc. (“Rice Energy”) from October 2013 through the completion of its acquisition by EQT in November 2017. Prior to his role as Chief Executive Officer of Rice Energy, Mr. Rice served as Chief Operating Officer of Rice Energy from October 2012 through September 2013 and as Vice President and Chief Financial Officer of Rice Energy from October 2008 through September 2012. Mr. Rice oversaw Rice Energy's growth from start-up through its $1 billion initial public offering in 2014 and eventual $8.2 billion sale to EQT in 2017. Mr. Rice also oversaw the creation and growth of Rice Midstream Partners LP (“Rice Midstream”), which was acquired by EQT Midstream Partners, LP for $2.4 billion in 2018. Mr. Rice established Rice Energy's strategic framework for value creation, which yielded success for its shareholders and employees. He has utilized his operating and growth strategy formulation experience as the founder of Rice Energy to help portfolio companies of Rice Investment Group to refine and optimize their business strategies in order to profitably grow. Prior to joining Rice Energy, he was an investment banker for Tudor Pickering Holt & Co. in Houston and held finance and strategic roles with Transocean Ltd. and Tyco International plc. Mr. Rice is currently a director of EQT. Mr. Rice was previously a director of Archaea Energy Inc. from September 2021 until December 2022 when Archaea Energy Inc. was acquired by BP Products North America Inc. and was previously a director of Whiting Petroleum Corporation from September 2020 until July 2022 when Whiting Petroleum Corporation combined with Oasis Petroleum Inc. to form Chord Energy Corporation. |
Biographical Information of Directors
| Eunkyung Sung | | | Age 50 Director since June 2023 Board committees: None Other current public company boards: None | Background | | | Ms. Sung has served as a Senior Vice President of SK Inc. and SK SUPEX Council, which is the official management advisory body of SK Group (“SK Group”), since April 2006. Over the course of her career with SK Group, Ms. Sung has successfully established group-level strategies in the CCUS and clean energy sectors, led multiple business development projects and played a significant role in many of SK Group's major investments in the CCUS, clean power, and clean ammonia areas. Ms. Sung recently spearheaded SK Group's $100 million investment in 8 Rivers and has served as a member of 8 Rivers' board of directors since March 2022. Ms. Sung has led an investment and business development team scouting for opportunities in the energy transition sector to help SK Group accelerate its business expansion in that space. Ms. Sung holds a B.S. in Bio Engineering from Yonsei University. |
Biographical Information of Directors
| Alejandra Veltmann | | | Age 56 Director since June 2023 Board committees: Audit (Chair) Compensation Other current public company boards: California Resources Corporation | Background | | | Ms. Veltmann is an executive with financial leadership of publicly-listed entities, private entrepreneurial companies and global auditing firms. Ms. Veltmann has served as a member of California Resources Corporation's (NYSE: CRC) Board of Directors and Audit Committee Chair since December 2021. Ms. Veltmann serves as Senior Advisor of ESG Lynk, a sustainability reporting company she founded and sold, and served as CEO from 2018 to 2023. From 2021 to its acquisition in 2022, she served as a director and chair of the Audit Committee for Structural Integrity Associates, a private engineering company that provides life cycle engineering solutions. services to the nuclear, fossil, renewables and critical infrastructure sectors. From 2015 to 2018, she was Vice President and Chief Accounting Officer of Paragon Offshore Plc., an offshore drilling company. From 2010 to 2015, she worked in various roles including Corporate Controller and Vice President and Chief Accounting Officer at Geokinetics, Inc., formerly one of the world's largest independent land and seafloor geophysical companies. She also worked in various auditor capacities at KPMG LLP from 1995 to 2002 and before that at Arthur Andersen LLP from 1992 to 1995. Ms. Veltmann is a certified public accountant and holds the FSA Credential from the Sustainability Accounting Standards Board. She has a BBA degree in Accounting from the University of New Mexico and is an alumna of the Advanced Management Program at Harvard Business School. |
Summary Compensation Table
Summary Compensation Table The following table shows information concerning the annual compensation for services provided to NET Power by our NEOs for the years ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($) | Total ($) | | Daniel Joseph Rice, IV | 2023 | — | — | — | — | — | — | | Chief Executive Officer(3) | | | | | | | | | Ron DeGregorio, | 2023 | 175,758 | — | — | — | 1,144,416(4) | 1,320,174 | | Former Chief Executive Officer(3) | 2022 | 400,000 | — | 1,530,250 | 414,000 | — | 2,344,250 | | Brian Allen, | 2023 | 380,000 | — | — | 218,325 | 47,832(7) | 646,157 | | President and Chief Operating Officer(5) | 2022 | 269,167 | 126,000(6) | 3,213,525 | 228,375 | 181,665(8) | 4,018,732 | | Akash Patel, | 2023 | 395,000 | — | — | 191,813 | 765(9) | 587,578 | | Chief Financial Officer | 2022 | 380,000 | — | 173,408 | 226,688 | — | 780,095 |
Summary Compensation Table
| (1) The amounts reported in this column represent the grant date fair value of profits interest share awards for the fiscal year ended December 31, 2022, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). See Note 12 to NET Power’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of all assumptions made by us in determining the grant date fair value of our equity awards. In connection with the Business Combination, the outstanding profits interests in NET Power, LLC were converted into Class A Units of NET Power Operations LLC and a corresponding number of shares of Class B Common Stock of NET Power. For additional details, please see “Narrative Disclosure to Summary Compensation Table – Long-Term Equity Incentive Compensation – Converted Awards” below. |
Summary Compensation Table
| (2) The amounts reported in this column include payments made in respect of 2022 performance-based bonuses for the performance year running from April 1, 2022 to March 31, 2023 (the “2022 Cash Bonuses”). 75% of the 2022 Cash Bonuses were earned during the fiscal year ended December 31, 2022 and 25% of the 2022 Cash Bonuses were earned during the fiscal year ended December 31, 2023. The amounts reported in this column also include payments made in respect of 2023 performance-based bonuses for the performance year running from April 1, 2023 to December 31, 2023 (the “2023 Cash Bonuses”). The 2023 Cash Bonuses were earned during the fiscal year ended December 31, 2023. |
Summary Compensation Table
| (3) Mr. DeGregorio ceased to be the Chief Executive Officer upon his resignation as of June 8, 2023. As of June 8, 2023, Daniel Joseph Rice, IV became Chief Executive Officer of NET Power. Mr. Rice did not receive any compensation as Chief Executive Officer during fiscal year 2023. |
Summary Compensation Table
| (4) The amounts reported represent (i) a market adjustment payment of $633,750 made to Mr. DeGregorio pursuant to the DeGregorio Profits Interest Agreement (as discussed further in the “Narrative Disclosure to Summary Compensation Table—Long-Term Equity Incentive Compensation—Profits Interest Share Award Agreements—Mr. DeGregorio’s Profits Interest Share Award Agreement” below for additional details) and (ii) a severance payment of $510,666 made to Mr. DeGregorio in connection with his resignation as Chief Executive Officer as of June 8, 2023. |
Summary Compensation Table
| (5) Mr. Allen joined NET Power as President and Chief Operating Officer on April 18, 2022. |
Summary Compensation Table
| (6) This amount represents a one-time signing bonus of $126,000 paid to Mr. Allen. |
Summary Compensation Table
| (7) Represents (i) reimbursement for relocation expenses paid to Mr. Allen in connection with his hiring, (ii) tax gross-ups, and (iii) payments made by NET Power for enhanced life insurance benefits for Mr. Allen. |
Summary Compensation Table
| (8) Represents (i) reimbursement for relocation expenses paid to Mr. Allen in connection with his hiring and (ii) tax gross-ups. |
Summary Compensation Table
| (9) Represents payments made by NET Power for enhanced life insurance benefits for Mr. Patel. |
Potential Payments Upon Termination or Change of Control
Potential Payments Upon Termination or Change of Control Service Provider Agreements Messrs. Patel and Allen’s Service Provider Agreements Under the Patel Employment Agreement and Allen Employment Agreement, if Mr. Patel’s or Mr. Allen’s employment, as applicable, was terminated by NET Power for Cause or by Mr. Patel or Mr. Allen, as applicable, without Good Reason (as such terms are defined below under “— Definitions”), then Mr. Patel or Mr. Allen, as applicable, would have been entitled to the Accrued Amounts. During the period in which NET Power determined if grounds for termination of employment for Cause existed, NET Power was permitted to place Mr. Patel or Mr. Allen, as applicable, on paid leave for up to 60 days. Under the Patel Employment Agreement and the Allen Employment Agreement, if Mr. Patel’s or Mr. Allen’s employment, as applicable, was terminated by NET Power without Cause, by Mr. Patel or Mr. Allen, as applicable, for Good Reason, or by reason of death or disability, then subject to Mr. Patel’s or Mr. Allen’s, as applicable, execution of a timely release, Mr. Patel or Mr. Allen, as applicable, would have been entitled to the Accrued Amounts plus (i) six months of severance pay at the rate of his then-current base salary, plus one month per full year of service with NET Power up to a maximum of 12 months (the “Severance Period,” and such total amount of severance pay, the “Severance Pay”), (ii) for the duration of the Severance Period, monthly payments equal to one twelfth of the average of the annual bonus received by Mr. Patel or Mr. Allen, as applicable, during the two preceding calendar years, (iii) COBRA continuation coverage until the end of the Severance Period, until loss of COBRA eligibility or until Mr. Patel or Mr. Allen, as applicable, became eligible to receive substantially similar coverage from another employer or other source, whichever was earliest (the “COBRA Benefits”), (iv) payment of any unpaid annual bonus if Mr. Patel or Mr. Allen, as applicable, worked through the last day of the prior performance year, and (v) any benefits available under the Patel Profits Interest Agreement or the Allen Profits Interest Agreement, as applicable. Neither Messrs. Patel nor Mr. Allen could terminate their employment for Good Reason unless (A) they provided written notice to NET Power within 90 days of the initial existence of circumstances supporting Good Reason and (B) NET Power had at least 90 days from such notice to cure such circumstances. Under the Patel Employment Agreement and the Allen Employment Agreement, if Mr. Patel’s or Mr. Allen’s employment, as applicable, was terminated by NET Power without Cause or by Mr. Patel or Mr. Allen, as applicable, for Good Reason, and such termination occurred either within three months before or 12 months following a Change in Control (as defined below under “— Definitions”), then subject to Mr. Patel’s or Mr. Allen’s, as applicable, execution of a timely release, Mr. Patel or Mr. Allen, as applicable, would have been entitled to the Accrued Amounts plus (i) a lump sum payment equal to double the Severance Pay, (ii) a lump sum payment equal to the estimated amount of COBRA Benefits, and (iii) payment of any unpaid annual bonus if Mr. Patel or Mr. Allen, as applicable, worked through the last day of the prior fiscal year. Definitions “Cause” is defined under the Patel Employment Agreement and the Allen Employment Agreement (collectively, the “Employment Agreements”) as (i) failure to perform duties (other than any such failure resulting from incapacity due to physical or mental illness), provided that, under the Allen Employment Agreement, such failure is not cured within 15 days of notice of such failure; (ii) failure to comply with any valid and legal directive of the board of managers, provided that, under the Allen Employment Agreement, such failure is not cured within 15 days of notice of such failure; (iii) willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to NET Power or its affiliates; (iv) embezzlement, misappropriation, or fraud, whether or not related to the NEO’s engagement with NET Power; (v) the NEO’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (vi) material violation of NET Power’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct, provided that, under the Allen Employment Agreement, such written policies have been communicated to Mr. Allen; (vii) willful unauthorized disclosure of confidential information; (viii) material breach of any material obligation under the employment agreement or any other written agreement between the applicable NEO and NET Power; or (ix) under the Patel Employment Agreement, engagement in conduct that brings or is reasonably likely to bring NET Power negative publicity or into public disgrace, embarrassment, or disrepute. “Good Reason” is defined under the Employment Agreements as (i) a material reduction in the applicable NEO’s base salary other than a general reduction in base salary that affects all similarly situated executives or service providers in substantially the same proportions; (ii) a relocation of the applicable NEO’s principal place of engagement by more than 50 miles; (iii) any material breach by NET Power of any material provision of the employment agreement; or (iv) a material, adverse change in the applicable NEO’s authority, duties, or responsibilities (other than temporarily while the applicable NEO is physically or mentally incapacitated or as required by applicable law) taking into account NET Power’s size, status as a public (or non-public) company, and capitalization as of the date of the employment agreement. “Change in Control” is defined under all of the Employment Agreements as (i) one person (or more than one person acting as a group) acquiring ownership of shares of NET Power, LLC that, together with the shares held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the shares of such company; provided that, a Change in Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of such company and acquires additional shares; or (ii) the sale of all or substantially all of NET Power, LLC’s assets. Profits Interest Award Agreements Under the DeGregorio Profits Interest Agreement, upon the termination of Mr. DeGregorio’s employment, all unvested profits interest awards immediately vested. Under the Patel Profits Interest Agreement and the Allen Profits Interest Agreement, if Mr. Patel’s or Mr. Allen’s employment, as applicable, is terminated by NET Power, LLC for Cause or by Mr. Patel or Mr. Allen, as applicable, without Good Reason, any unvested profits interest awards would be immediately forfeited upon termination. If Mr. Patel’s or Mr. Allen’s employment, as applicable, is terminated by NET Power, LLC without Cause, by Mr. Patel or Mr. Allen, as applicable, for Good Reason, or by reason of death or disability, any unvested profits interest awards would immediately vest. Amended and Restated Executive Severance Plan On March 7, 2024, the Board adopted the NET Power Inc. Amended and Restated Severance Plan (the “Executive Severance Plan”). The Executive Severance Plan provides severance payments to eligible officers and management employees who are designated as Eligible Executives, including Messrs. Allen and Patel, and whose employment is terminated on or after March 7, 2024. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Executive Severance Plan.
Potential Payments Upon Termination or Change of Control
Upon the termination of an Eligible Executive’s employment due to a Qualifying Termination (as defined below) that occurs outside of a Change in Control Protection Period, and so long as the Eligible Executive satisfies the conditions to payment described below, the Eligible Executive will be entitled to receive a cash severance payment equal to the sum of the following amounts, payable in a lump sum generally within 30 days after satisfaction of the Release Requirement (as defined below): (i) an amount equal to the sum of the Eligible Executive’s (A) Base Salary and (B) Average Actual Annual Bonus (the “Base Cash Severance Amount”), (ii) a pro-rated portion of the Eligible Executive’s Target Annual Bonus (the “Pro-Rata Bonus Amount”), and (iii) an amount equal to the product of (x) 12 and (y) the monthly premium amount for the Eligible Executive’s group health plan coverage (including coverage for the Eligible Executive’s eligible dependents) under NET Power’s group health plans as in effect immediately prior to the Eligible Executive’s Date of Termination (the “Group Health Plan Amount”). For purposes of the Executive Severance Plan, a “Qualifying Termination” means the termination of an Eligible Executive’s employment (I) by NET Power or any of its affiliates without Cause (which, for the avoidance of doubt, does not include a termination due to death or Disability); or (II) due to an Eligible Executive’s resignation for Good Reason. Upon the termination of an Eligible Executive’s employment due to a Qualifying Termination that occurs during a Change of Control Protection Period, and so long as such Eligible Executive satisfies the conditions to payment described below, such Eligible Executive will be entitled to receive a cash severance payment equal to the sum of the following amounts, payable in a lump sum within 30 days after satisfaction of the Release Requirement: (i) an amount equal to the product of (A) 1.5 and (B) the Base Cash Severance Amount, (ii) the Pro-Rata Bonus Amount, and (iii) an amount equal to the product of (x) 1.5 and (y) the Group Health Plan Amount. Severance payments under the Executive Severance Plan to an Eligible Executive are conditioned on the Eligible Executive’s execution and non-revocation of a general release of claims (the “Release Requirement”) and the Eligible Executive’s continued compliance with the terms of the Executive Severance Plan, including the restrictive covenant obligations under the Executive Severance Plan. The Executive Severance Plan supersedes all prior agreements, practices, policies, procedures and plans relating to severance benefits, including but not limited to the Allen Employment Agreement and the Patel Employment Agreement.
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows information regarding outstanding equity awards held by Messrs. Allen and Patel as of December 31, 2023. All equity awards consist of unvested Converted Awards that Messrs. Allen and Patel received in exchange for outstanding profits interest shares upon the Closing.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Stock Awards(1) | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Brian Allen | 324,632(3) | 3,278,783 | | Akash Patel | 159,858(4) | 1,614,566 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) All awards in this table represent unvested Converted Awards that are subject to time-based vesting conditions. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) For purposes of this table, the market value of the Converted Awards is based on $10.10 per share, the closing price of our Class A Common Stock as of December 29, 2023, which was the last trading day for the New York Stock Exchange in 2023. The Converted Awards may be exchanged for shares of Class A Common Stock at the holder’s request. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) On April 18, 2024, 162,316 Converted Awards vested pursuant to the terms of the Allen Profits Interest Agreement and an additional 162,316 Converted Awards will vest on April 18, 2025. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) On April 1, 2024, 159,858 Converted Awards vested pursuant to the terms of the Patel Profits Interest Agreement. |
Director Compensation
Director Compensation Prior to the Business Combination, the managers who served on NET Power’s board of managers did not receive any form of compensation (including, without limitation, in the form of equity awards), other than customary reimbursement for reasonable out-of-pocket expenses, including travel expenses, incurred in connection with their responsibilities on the board of managers. NET Power’s current non-employee director compensation policy is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of NET Power stock to further align their interests with those of NET Power’s stockholders. Non-employee directors who are designated, nominated or appointed by, or on behalf of, any of our stockholders or any of their respective affiliates, are not eligible to receive any compensation under the policy. The policy provides the following compensation for eligible non-employee directors:
Director Compensation
| ● | an annual cash retainer of $60,000 for each non-employee director; |
Director Compensation
| ● | an additional annual cash retainer of $25,000 for each of the non-executive chair and any lead director (or equivalent position, the “Lead Director”) (or if the non-executive chair also serves as the Lead Director or if no member of the Board serves as the Lead Director, $50,000 for the non-executive chair); |
Director Compensation
| ● | an additional annual cash retainer for serving as a committee chair in the following amounts: (i) $20,000 for the audit committee chair, (ii) $15,000 for the compensation committee chair and (iii) $12,000 for the nominating and corporate governance committee chair; |
Director Compensation
| ● | an additional annual cash retainer for serving as a committee member in the following amounts: (i) $10,000 for each audit committee member, (ii) $7,500 for each compensation committee member and (iii) $6,000 for each nominating and corporate governance committee member (in each case, excluding the chair of the applicable committee); and |
Director Compensation
| ● | commencing on the first annual meeting of NET Power’s stockholders, an annual equity award with grant date fair value of $150,000 for each non-employee director, granted in the form of restricted stock units (“RSUs”) that will vest on the earlier of (i) the day before the date of the following annual meeting of NET Power’s stockholders and (ii) one-year anniversary of the grant date, subject to the non-employee director’s continuous service through the applicable vesting date. |
Director Compensation
The annual cash retainers are paid quarterly in arrears and prorated for the eligible non-employee director’s period of service on the Board or the applicable positions on the Board (or committee thereof) as described above. In addition, each of NET Power’s eligible non-employee directors who was appointed to the Board on the date of consummation of the Business Combination received a one-time grant of RSUs under the Incentive Plan with a grant date fair value of $300,000. Each of these one-time grants will vest ratably on each of the first, second and third anniversaries of the grant date, subject to the non-employee director’s continuous service through the applicable vesting date. The following table shows information concerning the compensation for services provided to our Board by the eligible non-employee directors for the year ended December 31, 2023. Mr. Rice, our Chief Executive Officer, receives no compensation for his service as a director.
Director Compensation
| Name | Fees Paid or Earned in Cash ($) | Stock Awards ($)(1) | Total ($) | | Ralph Alexander | 49,583 | 300,000 | 349,583 | | Joseph T. Kelliher | 52,626 | 300,000 | 352,626 | | Carol Peterson | 44,333 | 300,000 | 344,333 | | Alejandra Veltmann | 51,042 | 300,000 | 351,042 | | Peter J. (Jeff) Bennett(2) | — | — | — | | J. Kyle Derham(2) | — | — | — | | Frederick A. Forthuber(2) | — | — | — | | Brad Pollack(2) | — | — | — | | Eunkyung Sung(2) | — | — | — |
Director Compensation
| (1) The amounts reported in this column represent the grant date fair value of RSUs granted to the directors in the fiscal year ended December 31, 2023, as computed in accordance with ASC 718. See Note 12 to NET Power’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of all assumptions made by us in determining the grant date fair value of our equity awards. The RSUs vest in three equal installments on each of September 1, 2024, September 1, 2025, and September 1, 2026, subject to continued service as a director through each applicable vesting date. |
Director Compensation
| (2) These non-employee members of our Board did not receive any compensation for services on our Board in 2023. |
Director Compensation
CERTAIN RELATIONSHIPS AND RELATED Party TRANSACTIONS