Jonathan Barrett

About Jonathan D. Barrett

Jonathan D. Barrett (age 57) has served on BATL’s board since May 2020 and is the independent Chairman of the Board. He is President of Luminus Management, an energy-focused investment firm; previously Managing Director at LS Power Equity Advisors (2005–2007) and Director in Salomon Smith Barney’s M&A Group. He holds an honors degree in Accounting from the University of Witwatersrand (Johannesburg) and serves on boards of Luminus affiliates and certain private companies and non-profits .

Past Roles

External Roles

Board Governance

• Independence: Board affirmed Barrett is an “independent director” under NYSE American rules on March 27, 2025 .
• Leadership: Chairman and CEO roles separated; Barrett serves as non-executive Chair, which the Board views as supporting risk oversight .
• Committee assignments: Member, Nominating & Corporate Governance Committee; not a chair (committee chaired by William D. Rogers) .
• Attendance and engagement: Board held 23 meetings in 2024 (8 actions by unanimous written consent); each director attended at least 75% of Board and committee meetings. Non‑management directors held four executive sessions in 2024 .
• Shareholder meeting presence: Directors are encouraged but not required to attend; none of the non‑employee directors attended the 2024 annual meeting (engagement risk) .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and energy investing; leadership of Luminus (energy ecosystem investing across capital structures) .
• M&A execution; private equity infrastructure experience at LS Power .
• Accounting background (University of Witwatersrand, honors) .

Equity Ownership

Governance Assessment

• Board structure: Separation of Chair and CEO, regular executive sessions, committee coverage across audit/comp/nom-gov/reserves indicate formal oversight practices .
• Independence vs. control: The Board determined Barrett is independent; however, his role as President of Luminus and shared beneficial ownership/voting of a 61.8% stake presents perceived control and alignment risks for minority holders. This is partially addressed by the use of special committees of disinterested directors for related party transactions .
• Compensation alignment: Director pay is cash-only with no equity, limiting direct at-risk alignment. Barrett’s economic exposure is via Luminus’s controlling stake rather than personal director equity grants .
• Conflicts and related-party exposure: Multiple preferred stock financings (Series A, A‑1, A‑2, A‑3, A‑4) with Luminus, Oaktree, and Gen IV were approved by a special committee of disinterested directors, but ongoing relationships require heightened monitoring .
• Charter amendments: Proposed Corporate Opportunity Amendment would renounce corporate opportunities for significant stockholders and non‑employee directors, explicitly referencing Barrett/Luminus, Oaktree, and Gen IV; Preferred Stock Voting Amendment would limit common holder votes on preferred changes. Both signal governance frameworks accommodating controlling investors and may be viewed negatively by minority shareholders .
• Engagement signal: No attendance by non‑employee directors at the 2024 annual meeting is a negative engagement indicator, despite satisfactory internal meeting attendance .

RED FLAGS

• Significant related-party footprint: Recurring capital transactions with entities affiliated with board members (Luminus, Oaktree, Gen IV), despite special committee approval .
• Corporate opportunity waiver targeting stockholders/non‑employee directors (including Barrett), reducing fiduciary exposure on overlapping opportunities .
• Preferred Stock Voting Amendment diminishes common stockholder voting on preferred amendments, potentially disadvantaging minority holders .
• No director equity grants (cash-only), limiting direct pay-for-performance alignment for directors .
• Non‑employee director absence at 2024 annual meeting .

Appendix: Key Related-Party Transaction Details