Charles C. Miller III
About Charles C. Miller III
Independent director since 2020; age 72. Harvard-educated attorney (AB, JD) with senior telecom executive experience (Vice Chairman, Level 3 Communications; executive officer at BellSouth) and prior corporate law roles at Ropes & Gray and King & Spalding; brings strategic planning, business development, and technology oversight expertise to BKV’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Level 3 Communications | Vice Chairman; responsibilities included corporate strategy, M&A, business development, marketing, information services | 2000–2014 | Strategy, capital allocation, integration oversight |
| BellSouth Corporation | Executive officer; SVP Corporate Strategy & Development; President, BellSouth International | 1987–2000 | International operations, corporate strategy |
| King & Spalding LLP | Corporate lawyer | 1979–1984 | Corporate law practice |
| Ropes & Gray LLP | Corporate lawyer | 1977–1979 | Corporate law practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global Healthcare Exchange | Director | Jun 2017–Dec 2023 | Healthcare supply chain technology; private company |
| Equideum Health | Director | Dec 2021–Apr 2024 | Web3 person-centered healthcare network; private company |
| Other public company boards | — | — | None |
Board Governance
- Independence: The Board determined Miller is independent under NYSE listing standards .
- Committees: Current member, Compensation Committee; previously served on Audit & Risks Committee prior to IPO (former member in 2024) .
- Committee composition and chairs (Dec 31, 2024): Audit & Risks—Chair: Carla S. Mashinski; members: Mashinski, Somruedee Chaimongkol, Sunit S. Patel. Compensation—Chair: Somruedee Chaimongkol; members: Mashinski, Miller. Nominations & Governance—Chair: Anon Sirisaengtaksin; members: Sirisaengtaksin, Joseph R. Davis, Akaraphong Dayananda, Thiti Mekavichai .
- Attendance: 2024 Board met 12 times; aggregate attendance—Annual Meeting 100%, Board 92%, Committees 97% (company-wide) .
- Controlled company: BNAC holds ~75.41% of outstanding shares; BKV relies on NYSE “controlled company” exemptions—majority-independent board not required; Compensation and Nominations & Governance Committees not required to be fully independent (Audit & Risks must be fully independent over transition) .
Fixed Compensation
| Program Element | Amount | Timing/Notes |
|---|---|---|
| Annual cash retainer (non-chair) | $75,000 | Paid quarterly in arrears |
| Chair of Board cash retainer | $137,500 | Paid quarterly in arrears |
| Audit & Risks Committee member | $10,000 | Additional; paid quarterly |
| Audit & Risks Committee chair | $20,000 | Additional; paid quarterly |
| Compensation or Governance Committee member | $5,000 | Additional; paid quarterly |
| Compensation or Governance Committee chair | $15,000 | Additional; paid quarterly |
| 2024 RSU-equivalent (cash-in-lieu) for non-employee directors | $140,000 | Paid in cash until plan effective; RSUs begin 2025 meeting |
| Director | 2024 Fees Earned/Paid in Cash ($) | Notes |
|---|---|---|
| Charles C. Miller III | 223,661 | Includes $140,000 cash in lieu of RSUs plus retainers/committee fees |
Performance Compensation
| Grant Type | Grant Date | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Director RSUs (non-chair) | Jun 19, 2025 (Annual Meeting) | $140,000 | Vest day prior to the next annual meeting; service-based | None—time-based RSUs; no TSR/financial metrics for directors |
The first RSU grant under the Non-Employee Director Compensation Program will be made in connection with the 2025 Annual Meeting; prior to plan effectiveness, directors received cash in lieu of RSUs .
Other Directorships & Interlocks
| Type | Company | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Current public company boards | — | — | None |
| Prior boards (private) | Global Healthcare Exchange; Equideum Health | Director | No disclosed BKV transactions; no interlocks identified |
| Compensation Committee interlocks (company disclosure) | — | — | None involving BKV executives and other public companies |
Expertise & Qualifications
- Education: AB, Harvard College; JD, Harvard Law School .
- Functional expertise: Corporate strategy, M&A, business development, technology; U.S. public company board experience; legal background .
- Board skills matrix areas emphasized by BKV include risk management, energy industry, financial expertise, EHSR, M&A, operational experience; Miller contributes strategic and technology oversight within this framework .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Charles C. Miller III | 87,500 | <1% | No pledging disclosed; company prohibits hedging/pledging by directors |
| Shares outstanding (Record Date) | 84,708,373 | — | As of Apr 21, 2025 |
- Equity awards outstanding for directors as of Dec 31, 2024: Directors received cash in lieu of RSUs prior to plan effectiveness; RSU grants commence at 2025 Annual Meeting .
Governance Assessment
- Board independence and control: BKV is a controlled company—BNAC designates nine of twelve directors; board not majority independent; investors should weigh BNAC’s influence over nominations and chair designation against minority shareholder protections .
- Compensation Committee composition: Includes one non-independent member (Chair Somruedee Chaimongkol) under controlled company exemptions; while Willis Towers Watson serves as independent advisor with no conflicts, partial non-independence in compensation oversight is a governance sensitivity .
- Audit & Risks Committee independence transition: As of the proxy, two independent members; required to reach three within one year of NYSE listing; interim composition is a monitoring item for investors .
- Attendance and engagement: Company-wide attendance was strong (Board 92%, Committees 97%, Annual Meeting 100%); individual director attendance not disclosed—no red flag noted .
- Related-party exposure: Significant transactions/agreements with BNAC/BPPUS (Stockholders’ Agreement, JV financing, tax sharing, registration rights). Audit & Risks Committee reviews and approves related-party transactions; no director-specific related-party transactions disclosed for Miller .
- Alignment and incentives: Director pay mixes cash retainers with annual time-based RSUs (one-year vest). No performance-conditioned equity for directors—standard governance practice but provides limited pay-for-performance linkage compared to executives . Company maintains clawback policy (executives), and prohibits hedging/pledging for directors and employees—positive alignment signals .
Net investor implication: Miller’s independence, legal/strategic background, and compensation committee service add governance strength; however, controlled company structure and partially non-independent compensation oversight are persistent governance overhangs that warrant continued monitoring of committee independence transitions, related-party safeguards, and board refreshment cadence .