Kirana Limpaphayom
About Kirana Limpaphayom
Kirana Limpaphayom, age 50, is a Class III director of BKV, serving since September 2023. He holds a Bachelor of Economics and an MBA from Chulalongkorn University, a Master of Science in Industrial Relations from the University of London, and a PhD in Sociology from the University of Warwick. He is currently Chief Operating Officer of Banpu (since April 2024) and Chief Executive Officer of Banpu Power (since April 2020), with extensive leadership across energy operations in Asia and Australia .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banpu | Head of Strategic Planning | Aug 2009–May 2013 | Led corporate strategy development |
| Banpu Australia Co. Pty. Ltd. | Executive Director | Jun 2013–Dec 2015 | Oversight of Australian operations |
| PT Indominco Mandiri (subsidiary of ITMG) | President Director | Apr 2016–Aug 2017 | Managed coal operations in Indonesia |
| PT Indo Tambangraya Megah Tbk (ITMG) | President Director | Mar 2016–May 2020 | Led listed Indonesian coal producer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Banpu | Chief Operating Officer | Apr 2024–Present | Member of Banpu Executive Committee since Sep 2023 |
| Banpu Power (BPP) | Chief Executive Officer; Director | Apr 2020–Present | Oversees power portfolio; affiliate of BNAC |
| Banpu Power Trading G.K. (Japan) | Executive Manager | Apr 2021–Present | Licensed electricity retailer |
| PT Indo Tambangraya Megah Tbk (IDX: ITMG) | Commissioner | Mar 2022–Present | Board-level oversight |
| Centennial Coal Co. Pty Ltd (ASX: CEY) | Alternate Director | Since Apr 2014 | Australian mining company |
| BKV-BPP Retail | Director | Since Jul 2022 | JV retail entity |
| BPPUS; BKV-BPP Power Joint Venture | Director | Since Jul 2021 | Governance over ERCOT gas power JV temples |
Board Governance
- Independence: BKV’s board designates independent directors as Davis, Miller, Patel, and Mashinski; Limpaphayom is not listed among independents, implying non-independent status .
- Committee assignments: None (no Audit, Compensation, or Nominating & Governance committee roles) .
- Controlled company status: BNAC holds ~75.41% of voting power; BNAC has rights to designate most board seats. BNAC designees include Limpaphayom; committees need not be fully independent under NYSE controlled company exemptions (Audit must be independent) .
- Attendance: BKV disclosed 2024 board meeting count (12 regular) and attendance rates (Annual Meeting 100%, Board 92%, Committee 97%). Per-director attendance not disclosed .
Fixed Compensation
| Component | Terms | 2024 Actual | 2025 Policy/Expected | Notes |
|---|---|---|---|---|
| Annual cash retainer (non-chair) | $75,000 per year | $57,255 | — | 2024 cash reflects prorated cash in lieu of RSUs post-IPO |
| Annual cash retainer (chair) | $137,500 per year | — | — | Not applicable (not chair) |
| Committee fees | Audit member $10,000; Audit chair $20,000; Comp/Govt member $5,000; Comp/Govt chair $15,000 | $0 | — | Not applicable (no committee roles) |
| Equity (RSUs) | Grant at annual meeting: $140,000 (non-chair) or $202,500 (chair); vests day prior to next annual meeting | Cash in lieu paid in 2024 | RSUs expected upon 2025 annual meeting | First RSU grant begins with 2025 annual meeting |
Performance Compensation
| Award Type | Performance Metrics | Vesting/Measurement | Disclosed Terms |
|---|---|---|---|
| Director RSUs | None disclosed (time-based) | Vests the day prior to next annual meeting, contingent on continued service | RSUs are annual, service-based grants; no TSR/ESG metrics disclosed for directors |
Other Directorships & Interlocks
| Link | Description | Governance Risk Consideration |
|---|---|---|
| BNAC controlled company | BNAC/affiliates control >50% voting power, designate 9 of 12 directors; Limpaphayom is a BNAC designee | Potential influence from controlling shareholder over board decisions and committee composition |
| BKV-BPP Power JV | 50/50 JV with Banpu Power US Corp controlling Temple I & II; boards include Banpu-affiliated directors; intercompany loans between BNAC/BPPUS and JV | Related-party exposure via JV financing and governance; Audit & Risks Committee reviews related-party transactions |
| Banpu executive roles | COO Banpu; CEO Banpu Power | Significant overlap with controlling shareholder’s operating entities |
RED FLAGS: Controlled company structure; BNAC designee status; overlapping roles with Banpu and Banpu Power; related-party JV financing (though reviewed per policy) .
Expertise & Qualifications
- Education: Bachelor of Economics; MBA (Chulalongkorn); MSc Industrial Relations (University of London); PhD Sociology (University of Warwick) .
- Industry/functional expertise: Corporate leadership, financial matters, power generation, coal mining, strategy .
- Board qualifications: Experience as executive and director at international energy companies; multi-country operations oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledging/Hedging | Notes |
|---|---|---|---|---|
| Kirana Limpaphayom | 25,000 | <1% | No pledging disclosed; hedging/pledging prohibited by company policy | As of April 21, 2025 |
Governance Assessment
- Independence and committee roles: Non-independent BNAC designee with no committee memberships reduces direct involvement in audit/compensation oversight and limits independent counterweight. For a controlled company, this is within NYSE allowances but implies higher reliance on independent committee members for investor protections .
- Attendance/engagement: Company-wide attendance metrics are robust (92% board, 97% committee), but director-level attendance is not disclosed; continued monitoring warranted .
- Compensation alignment: Director pay structure is standard—cash retainer plus annual service-based RSUs vesting at next annual meeting; no performance-based equity for directors (minimizes pay-for-performance sensitivity but aligns through equity ownership). 2024 cash of $57,255 reflects transition post-IPO .
- Related-party sensitivity: Multiple interlocks with Banpu/BPPUS and JV governance/financing; Audit & Risks Committee oversees and reports on related-party transaction reviews; no additional Item 404 transactions beyond those disclosed. Investors should monitor JV decisions, loan terms, and information rights under the Stockholders’ Agreement for potential conflicts .
- Ownership alignment: Personal holding of 25,000 shares supports some alignment; overall governance policies prohibit hedging/pledging, which is positive for alignment and risk management .
Overall: As a senior Banpu/BPP executive and BNAC designee, Limpaphayom brings deep power/mining expertise and strategic relevance to BKV’s power/CCUS ambitions, but independence and interlocks drive heightened conflict-of-interest vigilance. Strong audit oversight and transparent related-party controls remain critical to investor confidence .