Carla S. Mashinski
About Carla S. Mashinski
Independent director since 2022 (age 62); chairs BKV’s Audit & Risks Committee and serves on the Compensation Committee. A CPA with deep CFO experience in energy and infrastructure, she is designated an audit committee financial expert and holds NACD Directorship Certification and CERT Cybersecurity Oversight credentials (Carnegie Mellon). External public company roles include Primoris Services Corporation (audit chair; comp committee member) and Ranger Energy Services (audit committee chair). She is one of four NYSE-defined independent directors on a controlled-company board dominated by BNAC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cameron LNG | CFO (2015–2017); CFO & Administrative Officer (2017–May 2022) | 2015–2022 | Senior finance leadership at a US LNG terminal |
| Sasol Ltd. (North America) | CFO; VP Finance & Information Management, N. America | 2014–2015 | Energy/chemicals finance leadership |
| SBM Offshore (US) | VP Finance & Administration; US CFO | 2008–2014 | Offshore oil & gas services finance leadership |
| GulfMark Offshore | VP Accounting; Chief Accounting Officer/Controller | 2004–2008 | Marine services accounting leadership |
External Roles
| Company | Exchange/Ticker | Role | Committees | Start |
|---|---|---|---|---|
| Primoris Services Corporation | NYSE: PRIM | Director | Audit Chair; Compensation Member | Director since 2019; chair/member roles since 2021 |
| Ranger Energy Services | NYSE: RNGR | Director | Audit Committee Chair | Since Jan 2024 |
| Lean In Energy | Non-profit | Director | — | Since July 2022 |
| Carbo Ceramics | — | Director | Audit; Compensation; Nominating (member) | 2019–2020 |
| Unit Corporation | OTC: UNTC | Director | Compensation Chair; Audit Member | 2015–2020 |
Board Governance
- Committees: Audit & Risks (Chair: Carla Mashinski; members: Somruedee Chaimongkol, Sunit Patel) and Compensation (members: Mashinski, Chaimongkol [Chair], Charles Miller) .
- Independence: Board has four independent directors (Davis, Miller, Patel, Mashinski); Audit & Risks must be fully independent within one year of listing; as of proxy, two independent members (Mashinski, Patel) and one non-independent (Chaimongkol) .
- Audit & Risks financial experts: Mashinski and Patel designated; committee held five regular meetings in 2024; certain former members missed one meeting each (Patel, C. Vongkusolkit) .
- Board-level attendance (2024): Annual Meeting 100%; Board meetings 92%; Committee meetings 97% (aggregate) .
- Lead Independent Director: Board chair (C. Vongkusolkit) is not independent; policy provides for independent directors to appoint a Lead Independent Director annually .
- Controlled company: BNAC held ~75.41% of common stock as of the record date; BNAC retains nomination rights and chair designation under a Stockholders’ Agreement, creating minority protection constraints .
- Policies: No hedging/pledging by directors; clawback policy in place; cybersecurity overseen by Audit & Risks .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-chair director) | $75,000 | Paid quarterly in arrears |
| Audit & Risks Committee Chair fee | $20,000 | Paid quarterly in arrears |
| Compensation Committee member fee | $5,000 | Paid quarterly in arrears |
| Annual RSU grant (non-chair director) | $140,000 grant-date value | Granted at annual meeting; vests day prior to next annual meeting |
| Carla S. Mashinski — 2024 Actual Director Pay | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 221,694 | Includes $140,000 cash paid in lieu of RSUs until the 2024 Plan became effective |
Performance Compensation
- RSU terms for directors are service-based (no performance metrics); annual grant at the stockholder meeting with $140,000 grant-date value for non-chair directors; vests on the day prior to the next annual meeting .
- No stock options or SARs historically used for directors; options were not granted in 2024 .
Other Directorships & Interlocks
| Relationship | Detail | Potential Interlock/Exposure |
|---|---|---|
| BNAC/Banpu control | BNAC designates most directors; chair is BNAC designee | Structural influence; committees (Compensation, N&G) not fully independent under NYSE exemptions |
| Related party transactions | Audit & Risks reviews and approves RPTs; for 2024, no RPTs beyond those disclosed (e.g., JV loans/administration with Banpu affiliates) | No director-specific RPTs involving Mashinski disclosed |
Expertise & Qualifications
- Education/certifications: BS in Accounting (high honors, University of Tennessee); Executive MBA (UT Dallas); CPA (Texas); NACD Directorship Certified; CERT Cybersecurity Oversight; Project Management Professional .
- Domain expertise: Financial reporting, accounting, capital markets; audit chair experience; energy industry exposure (LNG, offshore services) .
- Audit committee financial expert designation at BKV .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % Ownership |
|---|---|---|
| Carla S. Mashinski | — | —% |
| All current directors and executive officers (19 persons) | 3,484,154 | 4.11% |
| BNAC | 63,877,614 | 75.41% |
Notes:
- As of April 21, 2025, proxy states current directors and executive officers have not pledged any shares; company policy prohibits director hedging/pledging .
Governance Assessment
-
Positives
- Independent audit chair with financial expert credentials; strong external audit committee leadership at PRIM and RNGR bolsters oversight quality .
- Clear prohibition on hedging/pledging; clawback policy implemented post-IPO; cybersecurity oversight embedded in Audit & Risks Committee remit .
- Transparent director compensation structure; reintroduction of RSUs beginning with 2025 meeting improves alignment versus 2024 cash-in-lieu .
-
Risks/Red Flags
- Controlled company reliance: BNAC nominates most directors and designates the chair; Compensation and Nominations & Governance Committees not fully independent—reduces minority investor protections .
- Audit & Risks Committee not yet fully independent as of proxy date (two independent, one non-independent), with a requirement to reach three independent members within one year of listing (Sept 27, 2025)—monitor compliance .
- Ownership alignment: Proxy shows Mashinski with no reported beneficial ownership as of April 21, 2025; while RSUs resume in 2025, current stake is not evident in the filing .
- Related-party environment: Extensive Banpu/BPP structures (Temple I/II JV financing, administrative services) necessitate vigilant Audit & Risks oversight; no director-specific conflicts for Mashinski disclosed, but structural exposure persists .
-
Engagement signals
- 2024 board/committee attendance strong at the aggregate level (92% board; 97% committee); Audit & Risks met five times; Mashinski chairs and signs the committee report—indicates active oversight .