Anon Sirisaengtaksin
About Anon Sirisaengtaksin
Anon Sirisaengtaksin (age 72) is a Class I director at BKV and chair of the Nominations & Governance Committee; he has served on the Board since May 2020. He holds a BS in Geology from Chulalongkorn University and an MBA from Thammasat University, and previously led major Thai energy companies including PTTEP and PTT Global Chemical. His core credentials include energy industry leadership, corporate strategy, and natural gas commercialization.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PTT Global Chemical (PTTGC) | Chief Executive Officer | 2012–2013 | Led integrated petrochemicals; strategic oversight of downstream operations |
| PTT Exploration and Production (PTTEP) | President and Chief Executive Officer | 2008–2012 | Directed upstream E&P strategy, operations, and portfolio management |
| PTT Public Co. Ltd. (PTT PCL) | Senior EVP, Corporate Strategy & Development | 2002–2008 | Enterprise strategy, M&A evaluation, growth planning |
| PTT PCL | EVP, Natural Gas Supply & Trading (Gas Business Group) | 2001–2002 | Gas supply/trading leadership, contract and market development |
| PTT Natural Gas Distribution Co., Ltd. | Deputy President, Natural Gas Marketing & Transmission | 1996–2001 | Gas marketing, transmission operations, commercial execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Banpu Public Company Limited | Director; Executive Advisor (Oil & Gas) | Director since Apr 2016; Advisor since 2014 | Parent-affiliate of controlling stockholder BNAC; advisor capacity in O&G |
| Saha-Union Public Company Limited | Director | Since Jan 2020 | Investment company board role |
| CIMB Thai Bank Public Company Limited | Director | Since Jun 2020 | Thai commercial bank board role |
Board Governance
- Committee assignments: Chair, Nominations & Governance; not currently on Audit & Risks or Compensation. He was a former member of the Audit & Risks Committee prior to IPO membership changes effective Sept 27, 2024.
- Independence: Not classified as an independent director under NYSE standards; only Davis, Miller, Patel, and Mashinski are determined independent.
- Controlled company status: BNAC held ~75.41% of outstanding common stock as of April 21, 2025; BKV relies on NYSE controlled company exemptions (board majority independence and fully independent comp/nom-gov committees not required). Audit & Risks must be fully independent per Sarbanes-Oxley/NYSE within one year post-listing.
- BNAC nomination rights: BNAC can designate director nominees proportionate to ownership; currently designates multiple board seats and the Chairman.
- Attendance expectations and 2024 activity: Board met 12 times in 2024; committee meetings totaled 19. Company-reported attendance rates were strong.
| Attendance Metric (2024) | Rate |
|---|---|
| Annual Meeting Attendance | 100% |
| Board Meeting Attendance | 92% |
| Committee Meeting Attendance | 97% |
- Lead Independent Director: Independent directors annually appoint a Lead Independent Director given a non-independent Chair; presides over executive sessions when appointed.
Fixed Compensation
- Program structure (non-employee directors): Annual cash retainer $75,000 (Chair of Board $137,500); Audit & Risks membership $10,000 and chair $20,000; Compensation/Nominations & Governance membership $5,000 and chair $15,000; reimbursed expenses.
- 2024 actuals (cash-only, due to pre-Plan timing): Directors waived equity participation until IPO; cash was paid in lieu. Anon’s 2024 fees earned/paid in cash totaled $61,250.
| Item | Amount |
|---|---|
| Fees earned or paid in cash (2024) | $61,250 |
Performance Compensation
- Equity grant mechanics (effective with 2025 annual meeting): Annual RSU grant valued at $140,000 for non-chair directors (Chair: $202,500); RSUs vest the day prior to the next annual meeting, subject to continued service. First director RSU grant to be made in connection with the 2025 Annual Meeting.
| Grant Type | Grant Date | Grant-Date Value | Vesting |
|---|---|---|---|
| RSU (Non-Chair) | On 2025 Annual Meeting date | $140,000 | Vests day prior to next annual meeting; service-based |
| RSU (Chair) | On 2025 Annual Meeting date | $202,500 | Vests day prior to next annual meeting; service-based |
No performance metrics (TSR/ROCE) apply to director equity; RSUs are time-based. Executive PRSU metrics (for NEOs) include TSR, relative TSR, and ROCE, but these do not apply to directors.
Other Directorships & Interlocks
- Interlocks/affiliations: Director of Banpu and Executive Advisor to Banpu O&G, while BNAC (Banpu North America) is BKV’s controlling stockholder with director designation rights; potential governance influence through controlled company arrangements.
- JV governance: Serves on the BKV-BPP Power JV board among BKV appointees; JV co-owned 50/50 with Banpu Power US Corp (BPPUS).
- Related financing: Temple I JV loans from BNAC ($141m) and BPPUS ($141m) at SOFR+4.6%; no recourse to BKV; maturity Nov 1, 2026.
Expertise & Qualifications
- Geology and energy operations expertise; senior executive leadership across upstream and petrochemicals; strategic planning and corporate development.
- Board skills matrix areas emphasized by BKV include executive leadership, risk management, energy industry experience, financial experience, EHSR, M&A, operational experience; board composition aligned to strategy.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Anon Sirisaengtaksin | 5,000 | <1% | Directors/officers have not pledged any shares; address c/o BKV Denver HQ |
- Anti-hedging/pledging: Company prohibits hedging and pledging by executives, directors, and employees.
- Director stock ownership guidelines: Not disclosed (NEO ownership guidelines provided; directors not specified).
Governance Assessment
- Committee leadership and independence: As chair of Nominations & Governance and a BNAC designee, Anon is not an independent director, and the N&G Committee is not comprised entirely of independent directors under controlled company exemptions. This reduces traditional minority shareholder protections relative to fully independent nominating structures.
- Controlled company dynamics: BNAC’s 75.41% stake and nomination/Chair rights centralize control; while permitted, it places heightened importance on Audit & Risks independence and robust related-party oversight. Current Audit & Risks has two independent members and one non-independent member; it must transition to all independent within one year post-listing.
- Related-party exposure: Material related-party arrangements exist via the BKV-BPP Power JV and Temple I loans from BNAC/BPPUS; audit committee is charged with reviewing/approving related-party transactions. No other related-party transactions were identified beyond those disclosed.
- Attendance/engagement: Company-reported attendance rates in 2024 were strong (Board 92%, committees 97%, Annual Meeting 100%), supporting baseline engagement expectations. Individual director attendance not disclosed.
- Director compensation alignment: Introduction of time-based RSUs in 2025 aligns director incentives with shareholder value but lacks performance metrics; cash retainer and chair fees are standard.
RED FLAGS
- Controlled company governance: Board and key committees (Compensation, N&G) not majority independent; N&G chaired by a non-independent director with deep ties to controlling stockholder.
- Interlocks with controlling stockholder: Dual roles at Banpu and JV oversight could present conflicts in strategic decisions or capital allocation; mitigated by audit committee oversight but still a risk vector.
- Audit & Risks composition: Not yet fully independent as of proxy date; transition timing critical to investor confidence.
Overall, Anon brings substantial sector expertise and strategic leadership; however, his non-independence and deep Banpu affiliations, combined with controlled company exemptions and JV/financing ties, represent governance risks that investors should monitor, especially around nominations, related-party transactions, and independent oversight effectiveness.