Chanin Vongkusolkit
About Chanin Vongkusolkit
Chanin Vongkusolkit, age 72, has served as Chairman of the Board of BKV since May 2020. He holds a Bachelor in Economics from Thammasat University and an MBA in Finance from St. Louis University, and brings broad expertise in corporate development and leadership to BKV’s board . He is not an independent director and is a BNAC (Banpu North America Corporation) designee; BKV operates as a “controlled company” under NYSE rules due to BNAC’s majority ownership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banpu Public Company Limited | Founder; CEO; Senior Executive Officer; Chairman of the Board | CEO 1983–2015; SEO/Director 2015–2016; Chairman since Apr 2016 | Led corporate development and international energy expansion |
| Securities and Exchange Commission of Thailand | Commissioner | 2016–2018 | Regulatory oversight experience |
| Ratchaburi Electricity Generating Holding PLC | Director | Nov 2003–Mar 2011 | Independent power producer governance |
External Roles
| Organization | Role | Tenure | Governance Notes |
|---|---|---|---|
| Banpu Public Company Limited (SET: BANPU) | Chairman of the Board | Since Apr 2016 | Parent-affiliate interlock; significant influence over BNAC, BKV’s controlling stockholder |
| The Erawan Group Public Company Limited (SET: ERW) | Director; Chairman of the Board | Director since Nov 2004; Chairman since Apr 2018 | Hospitality sector board leadership |
| Mitr Phol Sugar Corp., Ltd. | Director | Since 1983 | Sugar and bio-energy sector exposure |
| Thai Listed Companies Association | Chairman | Not disclosed | Industry association leadership |
| Thammasat Economics Association | Advisor | Not disclosed | Academic/industry advisory role |
Board Governance
- Role: Non-executive Chairman of the Board; currently no standing committee assignments .
- Independence: Not independent; independent directors on BKV’s board are Joseph R. Davis, Charles C. Miller III, Sunit S. Patel, and Carla S. Mashinski .
- Controlled company: BNAC held ~75.41% of BKV’s outstanding common stock as of the record date; BKV relies on NYSE “controlled company” exemptions (board majority independence not required; compensation and nominating committees need not be fully independent) .
- Lead Independent Director: Because the Chair (C. Vongkusolkit) is not independent, independent directors annually appoint a Lead Independent Director to preside over executive sessions .
- Attendance: Board met 12 times in 2024; committees met a combined 19 times. Aggregate attendance was 92% for board meetings and 97% for committee meetings. During 2024, Mr. Vongkusolkit, then a member of the Audit & Risks Committee prior to the IPO, missed one of five regular Audit & Risks Committee meetings; current Audit & Risks Committee membership changed effective September 27, 2024 .
- Family relationship: Father–son relationship with director Sinon Vongkusolkit; disclosed in proxy .
Fixed Compensation
| Component | Amount/Policy | Timing/Vesting | 2024 Actual (Cash) |
|---|---|---|---|
| Annual cash retainer (Chairman of the Board) | $137,500 | Paid quarterly in arrears | $90,543 (partial year participation post-IPO; includes prorated cash in lieu of RSUs prior to plan effectiveness) |
| Committee fees | Audit & Risks: Member $10,000; Chair $20,000; Compensation/Nominations: Member $5,000; Chair $15,000 | Paid quarterly in arrears | None currently (no standing committee assignments) |
Performance Compensation
| Equity Award | Grant Value | Grant Date | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant (Chairman) | $202,500 | On date of 2025 Annual Meeting | Vests the day prior to the next annual meeting, subject to continued service | First RSU grant under the Non-Employee Director Compensation Program to occur with 2025 meeting; prior to 2024 Plan effectiveness, cash paid in lieu of RSUs |
| Annual RSU grant (non-Chair directors) | $140,000 | On date of annual meeting | Vests the day prior to the next annual meeting, subject to continued service | For peer benchmarking of director equity |
No performance metrics are tied to director RSUs; awards vest based on service and are intended to align director interests with shareholders .
Other Directorships & Interlocks
| Counterparty/Relationship | Nature | Terms/Influence | Governance/Conflict Considerations |
|---|---|---|---|
| BNAC Stockholders’ Agreement | BNAC designee rights to nominate a proportionate number of board seats and designate the chairman while owning ≥25% voting power; BKV must use best efforts to elect BNAC designees | Effective Sept 27, 2024; persists while BNAC beneficially owns ≥10% voting stock; information rights and consent protections for BNAC | Heightened influence of controlling stockholder on board composition and leadership; potential conflict with minority shareholder interests |
| BKV–BPP Power JV (with Banpu Power US Corporation) | 50/50 JV owning Temple I & II power assets; JV board control split; loans from BNAC and BPPUS to JV | $141M BNAC loan & $141M BPPUS loan to JV; 12-month SOFR + 4.6%, maturing Nov 1, 2026; various governance and distribution constraints | Related-party financing; oversight required to ensure arm’s-length terms and fair dealing |
| Cotton Cove CCUS JV (BKV dCarbon Ventures 51% / BPPUS 49%) | CCUS project JV with Banpu affiliate; governance via JV board; capital contributions and distribution rules | Expected total investment ~$18.4M; specific allocation of environmental attributes to BKV dCarbon Ventures; constraints on transfers and capital calls | Strategic alignment with CCUS goals; related-party exposure requires robust conflict management |
Expertise & Qualifications
- Bachelor in Economics (Thammasat University); MBA in Finance (St. Louis University) .
- Extensive corporate development and leadership experience; international energy company oversight (Banpu and affiliates) .
- Prior regulatory experience (SEC Thailand Commissioner) and power sector governance (Ratchaburi) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged/Hedged | Notes |
|---|---|---|---|---|
| Chanin Vongkusolkit | — | —% | Not pledged; company policy prohibits hedging and pledging for directors | As of April 21, 2025 record date; address c/o BKV. Proxy states no pledging by current directors and executives |
Insider Filings & Trades
| Filing Type | Date | Key Details | Source |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Sep 25, 2024 | Filed for BKV upon listing; Exhibit 24 (Power of Attorney) on file |
Governance Assessment
- Controlled company risk: BNAC’s ~75.41% ownership and Stockholders’ Agreement give substantial board nomination and chair designation rights; compensation and nominating committees are not fully independent, reducing minority shareholder protections. RED FLAG .
- Chair independence: Mr. Vongkusolkit is not independent and is a BNAC designee; independent oversight relies on a Lead Independent Director model. RED FLAG .
- Interlocks/related parties: Multiple Banpu-related JVs and JV loans introduce related-party exposure; audit committee tasked with reviewing related-party transactions. Monitor arm’s-length terms and disclosures. RED FLAG .
- Ownership alignment: No beneficial ownership disclosed for Mr. Vongkusolkit at the record date; RSU program for directors begins in 2025 to improve alignment. Mixed signal (low skin-in-the-game today; improving via RSUs) .
- Attendance/engagement: Board and committee attendance were high in aggregate; Mr. Vongkusolkit missed one Audit & Risks Committee meeting in 2024 when he was a member pre-IPO; currently not on committees. Neutral-to-positive overall, with note on prior committee absence .
- Policies: No hedging/pledging; clawback policy in place for executives; strong audit oversight mandate and cybersecurity focus. Positive governance features .