DEF 14A of BKV Corp
Filed Apr 28, 2025 · FY20240001628280-25-020130
Proposal No. 1: Election of Directors
Proposal No. 1: Election of Directors Each of the four Class I director nominees has been nominated by the Board for election at the Annual Meeting to hold office and serve until the Company’s 2028 Annual Meeting or until their respective successors are duly elected and qualified. All nominees for director are presently directors of the Company. Pursuant to our Stockholders’ Agreement (as defined in “Certain Relationships and Related Party Transactions – Stockholders’ Agreement”), BNAC (as defined below) currently has the right to designate for nomination nine of the twelve members of our Board and, in accordance therewith, BNAC designated each of the four Class I director nominees for election at the Annual Meeting.
Proposal No. 1: Election of Directors
| RECOMMENDATION OF THE BOARD | | The Board recommends that the stockholders vote “FOR” the election of each of the nominees to the Board as set forth in this proposal. |
Nomination of Directors and Selection Process
Nomination of Directors and Selection Process Controlled Company Status Banpu North America Corporation (“BNAC”) controls a majority of the voting power of our outstanding common stock. As a result, we are a “controlled company” under the corporate governance standards of the New York Stock Exchange (“NYSE”). As a controlled company, we are not required to comply with certain NYSE corporate governance requirements, including the requirements that: •a majority of our Board consist of independent directors; •we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and •we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. These exemptions do not modify the independence requirements applicable to our Audit & Risks Committee. As a controlled company, we will remain subject to the rules of the Sarbanes-Oxley Act and the NYSE that require us to have an audit committee composed entirely of independent directors. Under these rules, we were required to have at least one independent director on our Audit & Risks Committee by the date our common stock was listed on the NYSE and at least two independent directors on our Audit & Risks Committee within 90 days of the listing date, and are required to have at least three independent directors on our Audit & Risks Committee within one year of the listing date. As of the date of this proxy, there are two independent directors on our Audit & Risks Committee. For additional details on our “controlled company” status refer to “Corporate Governance – Controlled Company.” Director Nomination Process The Board recognizes the importance of soliciting capable candidates for Board membership and that the needs of the Board, in terms of the relative experience and other qualifications of candidates, may change over time. The Nominations & Governance Committee is responsible for assessing the appropriate mix of skills and characteristics required of Board members based on the Board’s needs at a given point in time and is further responsible for evaluating and recommending directors for election or re- election to the Board by utilizing the process described below. Final decisions on director nominations are made by the full Board, subject to certain nomination rights of BNAC under our Stockholders’ Agreement. Pursuant to the Stockholders’ Agreement, BNAC currently has the right to nominate nine of the twelve members of our Board. The BNAC Designees (as defined herein) include each of the four Class I director nominees, as well as Messrs. Davis, Dayananda, Limpaphayom, Mekavichai and S. Vongkusolkit. For additional information, see “Certain Relationships and Related Party Transactions – Stockholders’ Agreement”. Selection Criteria for Nominees for Directors Pursuant to the policies of the Board, an assessment process is undertaken by the Nominations & Governance Committee as needed and consists of several steps, including: •maintaining and updating an inventory of capabilities, competencies, skills and qualities of current board members and of the Board as a whole; and •identifying capabilities, competencies, skills and qualities desired to be added to the Board consistent with and informed by the long-term strategic plan of the Company. 11 The Nominations & Governance Committee makes recommendations regarding board size, board composition, director selection and nominations to the full Board. When determining criteria for selecting directors, the Nominations & Governance Committee ensures all requirements of applicable law or listing standards are followed as well as annually assessing the independence of our independent directors. In addition, our Corporate Governance Guidelines, which are available on our website at www.bkv.com, set forth certain criteria that apply to the selection of director candidates.
Nomination of Directors and Selection Process
| DIRECTOR SELECTION CRITERIA | | Our Corporate Governance Guidelines state that our Nominations & Governance Committee will consider the following attributes of candidates for the Board: •relevant knowledge, diversity of background and experience in areas, including business, finance, accounting, technology, marketing, international business and government; •personal qualities of leadership, character, judgment and whether the candidate possesses a reputation in the community at large of integrity, trust, respect, competence and adherence to the highest ethical standards; •roles and contributions valuable to the business community; and •whether the candidate is free of conflicts, including the candidate’s qualification as “independent” under the various standards applicable to the Board and its committees, and has the time required for preparation, participation and attendance at meetings. |
Nomination of Directors and Selection Process
The Nominations & Governance Committee has determined that the skills and experience of the Board currently align well to the Company’s long-term strategy. Director Skills and Backgrounds In alignment with the Company’s long-term strategic plan, we have engaged in a deliberate and measured process to review the composition of our Board. Critical skill sets have been actively sought in the areas of executive leadership; risk management, energy industry experience, financial expertise, EHSR experience; geology and engineering expertise; mergers and acquisitions strategy and execution; and operational experience. All of our directors are committed to a culture of transparency, collaboration, intellectual independence, and possess a sincere commitment to engagement. Our directors also have the following critical skills and backgrounds that bring important perspectives to the Board:
Nomination of Directors and Selection Process
| SKILL/EXPERIENCE | DESCRIPTION | DIRECTORS | | Executive Leadership | Experience as a senior executive for a publicly listed company provides unique perspectives to the Board as well as mentorship for the Company’s CEO. Significant experience developing or implementing a strategic vision as a senior executive provides the Board with valuable insights into oversight of strategy and resource allocation. | 12 of 12 | | Risk Management | Extensive knowledge of and experience in risk management particularly with respect to large organizations, aids the Board in understanding the issues that may face the Company and implementing robust controls and oversight. | 6 of 12 | | Energy Industry Experience | Extensive knowledge of and experience in our industry, including commercial aspects of the business, markets, operational challenges, regulatory and strategy, aids the Board in understanding the issues that may face the Company. | 11 of 12 | | Financial Experience | Substantial experience in financial reporting, accounting, and capital markets relevant to a large, complex or publicly traded companies and knowledge of internal controls and testing is valuable in order to promote effective capital allocation, robust controls, and oversight. | 7 of 12 | | Environmental, Health, Safety, and Regulatory | Experience in industry regulations and health, safety and environmental best practices in the energy or other industrial operations strengthens the Board’s oversight and understanding of the risks facing the Company, its workforce, and the environment. | 5 of 12 | | Geology and Engineering | Substantial experience in geology and engineering is valuable in order to promote effective capital allocation and operational oversight. | 6 of 12 | | Mergers and Acquisitions Experience or Assessment | Understanding of, and experience with execution and evaluation of mergers and acquisitions of both private and public companies provides valuable perspective and insights to the Board. | 12 of 12 | | Operational Experience | Extensive knowledge of operational matters at large or complex organizations contributes valuable perspective on issues specific to the Company’s risk exposures. | 11 of 12 |
Nomination of Directors and Selection Process
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Nominees for Election – Class I Directors
Nominees for Election – Class I Directors
Nominees for Election – Class I Directors
| | | | | | Christopher P. Kalnin | Director – Class I | | | Age: | 47 | | | 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. | | |
Nominees for Election – Class I Directors
| | | | | | Chanin Vongkusolkit | Chairman of the Board – Class I | | | Age: | 72 | | | 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. | | |
Nominees for Election – Class I Directors
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Nominees for Election – Class I Directors
| | | | | | Anon Sirisaengtaksin | Director – Class I | | | Age: | 72 | | | 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 a director of Saha-Union Public Company Limited (SET: SUC), an investment company, since January 2020 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 and Transmission 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. | | |
Nominees for Election – Class I Directors
| | | | | | Somruedee Chaimongkol | Director – Class I | | | Age: | 63 | | | Director since: | 2020 | | | Committees: | Audit & Risks; 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. | | |
Nominees for Election – Class I Directors
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Class II Directors and Class III Directors
Class II Directors and Class III Directors
Class II Directors and Class III Directors
| | | | | | Akaraphong Dayananda | Director – Class II | | | Age: | 65 | | | 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. | | |
Class II Directors and Class III Directors
| | | | | | Thiti Mekavichai | Director – Class II | | | Age: | 63 | | | 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. | | |
Class II Directors and Class III Directors
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Class II Directors and Class III Directors
| | | | | | Sunit S. Patel | Director – Class II | | | Age: | 63 | | | Director since: | 2022 | | | Committees: | Audits & 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. | | |
Class II Directors and Class III Directors
| | | | | | Carla Mashinski | Director – Class II | | | Age: | 62 | | | 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 on the board of directors and audit committee chair of Ranger Energy Services (NYSE: RNGR) since January 2024. 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. 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. Since July 2022, she has also served on the board of directors of Lean In Energy, a non-profit organization that provides mentoring and professional development programs to women, particularly those working in the energy industry. 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, Project Management Professional, 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. 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. | | |
Class II Directors and Class III Directors
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Class II Directors and Class III Directors
| | | | | | Joseph R. Davis | Director – Class III | | | Age: | 74 | | | 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. | | |
Class II Directors and Class III Directors
| | | | | | Kirana Limpaphayom | Director – Class III | | | Age: | 50 | | | Director since: | 2023 | | | Committees: | None | | | Other Public Boards: | 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, 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. | | |
Class II Directors and Class III Directors
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Class II Directors and Class III Directors
| | | | | | Charles C. Miller III | Director – Class III | | | Age: | 72 | | | Director since: | 2020 | | | Committees: | 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. 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. | | |
Class II Directors and Class III Directors
| | | | | | Sinon Vongkusolkit | Director – Class III | | | Age: | 35 | | | 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. | | |
Class II Directors and Class III Directors
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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.
Director Compensation
Director Compensation Our Board adopted the BKV Corporation Non-Employee Director Compensation Program (the “Non-Employee Director Compensation Program”), pursuant to which our non-employee directors have been compensated as follows: •Each non-employee director, other than a non-employee director who serves as chairman of the Board, is entitled to receive an annual cash retainer of $75,000, and any non-employee director serving as the chairman of the Board is entitled to receive an annual cash retainer of $137,500, each paid in quarterly installments, based on calendar quarters, in arrears on a prorated basis; •Members of our Audit & Risks Committee (other than the chairperson thereof) are entitled to receive an additional cash retainer of $10,000, and the chairperson of the Audit & Risks Committee is entitled to receive an additional cash retainer of $20,000, each paid in quarterly installments, based on calendar quarters, in arrears on a prorated basis; •Members of our Compensation Committee and Governance Committee (other than the chairpersons thereof) are entitled to receive an additional cash retainer of $5,000, and the chairperson of the Compensation Committee and chairperson of the Governance Committee are entitled to receive an additional cash retainer of $15,000, each paid in quarterly installments, based on calendar quarters, in arrears on a prorated basis; •Each non-employee director who is re-elected to serve, or will continue serving as a non-employee director immediately following any annual meeting of the Company’s stockholders, will receive an annual grant of restricted stock units (“RSU”) on the date of the Company’s annual stockholder meeting with a grant date value of $140,000, if such non-employee director will not serve as the chairman of the Board, or $202,500, if such non-employee director will serve as the chairman of the Board, which will vest on the day prior to the first annual meeting of the Company’s stockholders following the date the RSUs are granted, subject to the non-employee director’s continued service; and •Each non-employee director will be reimbursed for reasonable out-of-pocket expenses incurred while attending meetings of the Board or any of its committees. Until the 2024 Plan became effective, cash was paid quarterly in arrears in lieu of the RSU awards. The first RSU grant that will be made under the Non-Employee Director Compensation Plan will be made in connection with this 2025 Annual Meeting of Stockholders of the Company. Messrs. C. Vongkusolkit, Dayananda, Limpaphayom, Mekavichai, Sirisaengtaksin and S. Vongkusolkit and Ms. Chaimongkol waived their participation in the Non-Employee Director Compensation Plan through the consummation of the IPO; however, Messrs. C. Vongkusolkit, Dayananda, Limpaphayom, Mekavichai, Sirisaengtaksin and S. Vongkusolkit and Ms. Chaimongkol now participate in the Non-Employee Director Compensation Plan, effective upon the consummation of the IPO. The following table summarizes our Board’s compensation for the year ended December 31, 2024:
Director Compensation
| | 2024 Fees earned or paid in cash | Total | | Name | ($)(1)(2) | ($) | | Chanin Vongkusolkit | 90,543 | 90,543 | | Somruedee Chaimongkol | 63,913 | 63,913 | | Joseph R. Davis | 220,000 | 220,000 | | Akaraphong Dayananda | 58,587 | 58,587 | | Kirana Limpaphayom | 57,255 | 57,255 | | Carla S. Mashinski | 221,694 | 221,694 | | Thiti Mekavichai | 58,587 | 58,587 | | Charles C. Miller III | 223,661 | 223,661 | | Sunit S. Patel | 217,678 | 217,678 | | Anon Sirisaengtaksin | 61,250 | 61,250 | | Sinon Vongkusolkit | 57,255 | 57,255 |
Director Compensation
______________________ (1)Amounts reported in this column reflect the cash retainers received pursuant to the Non-Employee Director Compensation Plan, described above, for Messrs. Davis, Miller and Patel and Ms. Mashinski for the entire 2024 fiscal year and for Messrs. C. Vongkusolkit, Dayananda, Limpaphayom, Mekavichai, Sirisaengtaksin and S. Vongkusolkit and Ms. Chaimongkol from the consummation of the IPO through December 31, 2024. (2)As described above, until the 2024 Plan became effective, the grant date value of RSU awards contemplated by our Non-Employee Director Compensation Program was paid in cash. Included in this column for each of 31 Messrs. Davis, Miller and Patel and Ms. Mashinski is $140,000, which represents (i) the portion of the cash payment in lieu of the RSUs that would have been granted at the 2023 meeting for service from January 1, 2024 through the date of the 2024 meeting and (ii) the portion of the cash payment in lieu of the RSUs that would have been granted at the 2024 meeting for service through the next annual meeting of the Company’s stockholders that is attributable to services performed from the 2024 meeting through December 31, 2024. Included in this column for C. Vongkusolkit is $54,221 and for each of Messrs. Dayananda, Limpaphayom, Mekavichai, Sirisaengtaksin, S. Vongkusolkit and Ms. Chaimongkol is $37,486, which, in each case, represents the prorated portion of the cash payment in lieu of the RSUs that is attributable to services performed from the consummation of the IPO through December 31, 2024. 32
2024 Summary Compensation Table
2024 Summary Compensation Table The following Summary Compensation Table shows information about the compensation awarded to, earned by or paid to our NEOs for calendar years 2024 and 2023.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Christopher Kalnin Chief Executive Officer | 2024 | 700,000 | – | 2,800,700 | 991,200 | 27,060 | 4,518,960 | | | 2023 | 692,692 | – | – | 772,800 | 19,860 | 1,485,352 | | John Jimenez (4) Chief Financial Officer | 2024 | 400,000 | – | 1,294,030 | 538,080 | 27,060 | 2,259,170 | | | 2023 | 398,346 | – | – | 308,016 | 19,860 | 726,222 | | Eric Jacobsen (5) Chief Operating Officer | 2024 | 425,000 | – | 1,294,030 | 533,596 | 27,060 | 2,279,686 | | | 2023 | 424,500 | – | – | 380,052 | 17,731 | 822,283 |
2024 Summary Compensation Table
(1)For 2024, amounts reflect the grant date fair values of the 2024 PRSUs (as defined herein) and 2024 TRSUs (as defined herein), 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 2024 PRSUs granted to each of Messrs. Kalnin, Jimenez and Jacobsen would be $2,269,154, $1,037,327 and $1,037,327, respectively. In accordance with FASB ASC Topic 718, the Company recognized a compensation expense in 2021 under its then-effective long-term incentive program for each of the four annual grants expected to be granted during 2021, 2022, 2023 and 2024, although only the first annual grant was granted in 2021. Therefore, although Messrs. Kalnin, Jimenez and Jacobsen were granted TRSUs on each of January 1, 2023 and January 1, 2024, no grant date fair value for TRSUs granted to the NEOs in 2023 or 2024 is reflected in the table above. (2)Amounts reported represent each NEO’s annual performance-based bonus earned in 2023 or 2024 but paid after the end of the applicable fiscal year, upon certification of the applicable performance measures by our Compensation Committee. See “– Annual Performance-Based Bonuses” for more information. (3)Amounts reported include the amounts paid to the NEOs shown in the following table:
2024 Summary Compensation Table
| | | Company 401(k) Contribution | Life Insurance Premiums | Total | | | | ($)(a) | ($)(b) | | | Christopher P. Kalnin | 2024 | 27,000 | 60 | 27,060 | | | 2023 | 19,800 | 60 | 19,860 | | John T. Jimenez | 2024 | 27,000 | 60 | 27,060 | | | 2023 | 19,800 | 60 | 19,860 | | Eric S. Jacobsen | 2024 | 27,000 | 60 | 27,060 | | | 2023 | 17,671 | 60 | 17,731 |
2024 Summary Compensation Table
______________________ a.The Company maintains a 401(k) plan that provides employees with an opportunity to save for retirement. In 2024, the Company made matching contributions of up to 6% of base salary attributable to such periods, which contributions are immediately vested. b.Included in this column are the life insurance premiums paid on behalf of each NEO. (4)As previously reported in the Company’s Current Report on Form 8-K filed on February 3, 2025, Mr. Jimenez stepped down from the position of CFO on March 31, 2025 and was succeeded by Mr. David Tameron. Mr. Jimenez will serve as a senior advisor to the Company until his retirement on May 15, 2025. (5)As previously reported in the Company’s Current Report on Form 8-K filed on February 3, 2025, the Company eliminated the position of Chief Operating Officer and appointed Mr. Jacobsen to a new position, President – Upstream, effective February 3, 2025. 35
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table presents the outstanding equity awards held by each of our NEOs as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | 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 | — | — | 116,666(1) | 2,774,317 | | Christopher P. Kalnin | 51,852(2) | 1,233,041 | — | — | | John T. Jimenez | — | — | 53,333(1) | 1,268,259 | | John T. Jimenez | 23,704(2) | 568,681 | — | — | | Eric S. Jacobsen | — | — | 53,333(1) | 1,268,259 | | Eric S. Jacobsen | 23,704(2) | 568,681 | — | — |
Outstanding Equity Awards at Fiscal Year-End
______________________ (1)In accordance with SEC rules, represents the target number of PRSUs outstanding as of December 31, 2024. (2)Represents the portion of the TRSUs granted on September 27, 2024 to Messrs. Kalnin, Jimenez and Jacobsen that remained unvested as of December 31, 2024, approximately one-third of which vested or vest, as applicable, on each of January 1, 2025, January 1, 2026 and January 1, 2027.
Potential Payments Upon Termination or Change in
Potential Payments Upon Termination or Change in