Joseph R. Davis
About Joseph R. Davis
Independent Class III director at BKV since 2020; age 74. He holds an AB in Earth Science from Dartmouth, an MS in Geology from Southern Methodist University, and a PhD in Geology from the University of Texas at Austin . The Board has affirmatively determined him to be independent under NYSE listing standards . Davis previously worked closely with BKV’s CEO beginning in 2014 and served as COO of Kalnin Ventures until his retirement in March 2020, providing deep upstream and geoscience operating credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kalnin Ventures (fund manager of BKV O&G) | VP Geosciences → SVP → COO | 2015–Mar 2020 | Senior operating leadership; upstream geoscience; COO until retirement |
| Digital Prospectors, LLC | Exploration Advisor | May 2009–May 2015 | Exploration consulting |
| Hyperion Oil Iraq, L.L.C. | Vice President | Aug 2006–May 2009 | International E&P exposure (Iraq, LATAM) |
| Independent consulting | Consultant (oil & gas project evaluation) | 1992–2006 | Upstream project evaluation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reconnaissance Energy Africa Ltd. (TSXV: RECO) | Director | Since Jan 2022 | Not disclosed in proxy |
Board Governance
- Committee assignments: Member, Nominations & Governance Committee; the committee is chaired by Anon Sirisaengtaksin and includes Davis, Dayananda, and Mekavichai .
- Independence: Davis is one of four directors deemed independent (with Miller, Patel, and Mashinski) .
- Controlled company status: BNAC owns ~75.41% of outstanding common stock, and BKV relies on NYSE controlled company exemptions (Compensation and Nominations & Governance committees not required to be fully independent) . BNAC holds nomination rights and designated Davis among BNAC Designees, which can shape board composition .
- Board activity and attendance (company-wide): The Board met 12 times in 2024; overall Annual Meeting attendance 100%, Board meeting attendance 92%, committee meeting attendance 97% (director-level breakdown not disclosed) .
| Governance Metric | 2024 Company-wide | Source |
|---|---|---|
| Board meetings held | 12 | |
| Annual Meeting attendance rate | 100% | |
| Board meeting attendance rate | 92% | |
| Committee meeting attendance rate | 97% |
Fixed Compensation
| Component | 2024 Actual ($) | 2025 Program ($) | Notes |
|---|---|---|---|
| Annual cash retainer (non-chair) | 75,000 | 75,000 | Paid quarterly in arrears |
| Committee membership – Nominations & Governance | 5,000 | 5,000 | Member retainer; chair is $15,000 (not applicable to Davis) |
| RSU grant (non-chair) | 140,000 (paid in cash in lieu of RSUs) | 140,000 (RSUs) | Cash in lieu was used until the 2024 Plan became effective; RSUs begin at the 2025 annual meeting |
| Total | 220,000 | 220,000 | 2024 total fees reported; 2025 structure per program |
- Payment mechanics: Director fees are paid quarterly in arrears; RSU grants occur on the date of the annual meeting and vest the day prior to the next annual meeting, subject to continued service .
- 2025 grant date: Annual Meeting scheduled for June 19, 2025; RSU grants to re-elected or continuing non-employee directors made on that date .
Performance Compensation
| Award Type | Grant Date | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (non-chair) | Jun 19, 2025 | 140,000 | Vest day prior to the first annual meeting following grant, subject to service | None; time-based only |
Director equity is time-vested and not tied to operational/financial/ESG performance metrics for directors; meeting fees or per-meeting compensation are not disclosed .
Other Directorships & Interlocks
- Current public company boards: Reconnaissance Energy Africa Ltd. (Director since Jan 2022) .
- Interlocks: The proxy discloses no compensation committee interlocks or insider participation with other public companies; Davis is not on BKV’s Compensation Committee .
- BNAC Designee: Davis is designated by BNAC under the Stockholders’ Agreement, indicating influence from the controlling shareholder on board composition .
Expertise & Qualifications
- Academic credentials: AB (Earth Science), MS (Geology), PhD (Geology) .
- Domain expertise: Upstream geology and geoscience, strategic planning, operations; prior COO experience at Kalnin Ventures .
- Board skills matrix: The proxy emphasizes Board-wide expertise across risk management, energy industry, financial oversight, EHSR, M&A, and operations (individual director skill flags not explicitly assigned in the matrix excerpt) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Pledged as Collateral | Source |
|---|---|---|---|---|
| Joseph R. Davis | 33,000 | <1% | Not pledged (per proxy’s statement for current directors/officers) |
- Outstanding shares at record date: 84,708,373 .
- BNAC ownership: 63,877,614 shares; 75.41% .
Related-Party Exposure and Potential Conflicts
- Controlled company: BNAC’s 75.41% stake and nomination rights (including designation of Davis) may reduce minority shareholder protections relative to a majority-independent board model; the N&G and Compensation committees are not required to be entirely independent under NYSE exemptions .
- JV and financing ties with Banpu affiliates: BKV-BPP Power JV loans—$141.0 million from BNAC and $141.0 million from BPPUS, interest at 12-month SOFR + 4.6%, maturing Nov 1, 2026; JV governance reserves major decisions to JV board and restricts unilateral distributions, indicating ongoing financial ties to the controlling group .
- Audit oversight: Audit & Risks Committee reviews and approves related-party transactions and cyber/data security risks; Mashinski (chair) and Patel are independent and designated financial experts .
Governance Assessment
- Independence and alignment: Davis is NYSE-independent and not on the Compensation or Audit & Risks Committees; his N&G committee role is key in board composition and governance policies .
- Attendance and engagement: Company-wide attendance metrics were strong in 2024; director-level attendance for Davis was not disclosed, limiting per-director engagement assessment .
- Compensation structure: Director pay mixes cash retainers with time-based RSUs that vest annually; 2024 total for Davis was $220,000, with RSU-in-lieu cash of $140,000 and cash retainers totaling $80,000. RSUs commence in 2025, continuing the ~$220,000 annual framework, which supports equity alignment but lacks performance linkage .
- RED FLAGS:
- Controlled company reliance: Committees (Compensation; N&G) need not be fully independent; BNAC retains extensive nomination and information rights, which may influence board oversight priorities .
- BNAC Designee status: Davis’s designation by BNAC indicates alignment with controlling shareholder governance architecture, a potential conflict perception despite NYSE independence .
- Related-party financial linkages: Significant JV loans with BNAC/BPPUS and ongoing JV governance constraints create continuing related-party exposure that requires robust Audit Committee oversight .
Implications for investors: Davis’s technical and upstream background adds operational depth to BKV’s board, but controlled company dynamics and BNAC-linked governance/financing require elevated scrutiny of board independence, committee decision-making, and related-party transaction oversight to maintain investor confidence .