Akaraphong Dayananda
About Akaraphong Dayananda
Akaraphong Dayananda, age 65, has served as a Class II director of BKV since May 2020. He is President and a director of Banpu North America Corporation (BNAC), BKV’s controlling shareholder. He holds a BS in Engineering from Chulalongkorn University and an MBA from Bowling Green State University, with additional certificates from Stanford’s Executive Program in Strategy and Organization and the Thai Institute of Directors . BKV is a controlled company under NYSE rules; the Board has determined four directors are independent and Dayananda is not among them .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BNAC | President and Director | Feb 2015–present | BNAC is BKV’s controlling shareholder; BNAC holds ~75.41% of BKV common stock as of Apr 21, 2025 . |
| Banpu (SET: BANPU) | Chief Strategy Officer – Head of Strategy & Business Development | 2011–2019 | Strategic planning; business development; risk management . |
| Banpu | SVP – Head of Strategy & Business Development | 2006–2011 | Strategy leadership . |
| Banpu | SVP – Head of Corporate Strategic Planning | 1999–2006 | Corporate strategic planning . |
| Banpu Power (SET: BPP) | SVP – Finance | 1997–1999 | Finance leadership . |
| Banpu Power | Director | Jul 2009–Dec 2017 | Board oversight at affiliated entity . |
| Peregrine Nithi Finance & Securities Co. | Managing Director | 1995–1997 | Financial services expertise . |
| Thai Investment and Securities Plc | Various roles incl. SVP Corporate Lending & Marketing | 1984–1995 | Corporate lending/marketing leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | — | No other public directorships disclosed . |
Board Governance
- Committee assignments: Member, Nominations & Governance Committee; not Chair .
- Independence: Not independent under NYSE rules (independent directors are Davis, Miller, Patel, Mashinski) .
- Controlled company: BNAC controls BKV; Board and committees may include non-independent directors per NYSE controlled company exemptions; Audit & Risks must be fully independent after transition .
- Board activity: In 2024, the Board met 12 times; committees met 19 times. Company reported 100% annual meeting attendance, 92% Board meeting attendance, and 97% committee meeting attendance in aggregate; individual director attendance rates not disclosed .
- Lead Independent Director: Because the Chair is not independent, independent directors annually appoint a Lead Independent Director .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees earned (cash) | $58,587 | Prorated cash-only compensation due to RSUs paid in cash until 2024 Plan became effective; participation began post-IPO . |
| Annual cash retainer (non-chair) | $75,000 | Paid quarterly in arrears . |
| Committee retainer – Nominations & Governance (member) | $5,000 | Chair retainer $15,000 . |
Performance Compensation
| Equity Award | Grant Value | Vesting | Notes |
|---|---|---|---|
| Director RSU (non-chair) | $140,000 | Vests the day prior to the next annual meeting | Eligible upon re-election/continuation post-Annual Meeting; chair grant $202,500 . |
No option awards, performance-based director equity, or meeting fees disclosed for directors; RSUs are time-based .
Other Directorships & Interlocks
| Affiliation | Nature | Governance Signal |
|---|---|---|
| BNAC (controlling shareholder) | President and Director | BNAC holds ~75.41% of BKV and designates 9 of 12 directors; BNAC can designate the Board Chair; BNAC Designees include Dayananda . |
| Banpu/BPP ecosystem | Prior executive and director roles | Multiple related-party structures with Banpu/BPP in power JV financing and governance; Audit & Risks oversees related-party transactions . |
Expertise & Qualifications
| Category | Details |
|---|---|
| Education | BS Engineering (Chulalongkorn University); MBA (Bowling Green State University) . |
| Technical/Functional | Strategic planning, business development, risk management . |
| Certifications | Stanford Executive Program in Strategy and Organization; Thai Institute of Directors Director Certificate Program . |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Akaraphong Dayananda | 500 | Less than 1% | Outstanding shares: 84,708,373 as of Apr 21, 2025 . |
| BNAC | 63,877,614 | 75.41% | Controlling shareholder; Stockholders’ Agreement rights . |
Company policy prohibits hedging and pledging of company stock by directors and executives .
Governance Assessment
- Independence and committee composition: Dayananda is a BNAC Designee and not independent, yet serves on the Nominations & Governance Committee alongside other non-independent members; this is permissible due to controlled company status but weakens minority shareholder protections. RED FLAG: Non-independent composition of the N&G Committee in a controlled company .
- Controlling shareholder influence: BNAC’s rights to designate most directors and the Chair, plus registration and information rights, concentrate governance power and may limit Board independence. RED FLAG: High control concentration by BNAC .
- Related-party exposure: Significant related-party arrangements (e.g., Temple I loans from BNAC/BPPUS at SOFR+4.6%, JV governance) require vigilant Audit & Risks oversight; committee is transitioning to full independence per NYSE rules . Mitigant: Audit & Risks reviews and approves related-party transactions; no undisclosed related-party transactions beyond those described .
- Attendance and engagement: Overall Board and committee attendance were high in 2024 (100% annual meeting; 92% Board; 97% committee); no individual attendance issues disclosed for Dayananda .
- Compensation alignment: 2024 director pay for Dayananda was modest ($58,587) due to timing of RSU plan effectiveness post-IPO; starting 2025, RSUs vest over one year to encourage ongoing service. Ownership alignment is limited (500 shares), common for directors newly transitioning to public market compensation; no director-specific ownership guidelines disclosed .
- Policies and safeguards: No hedging/pledging, clawback policy effective post-IPO, independent compensation consultant (WTW) with no conflicts; Audit & Risks charter and financial experts identified .