Lindsay B. Larrick

About Lindsay B. Larrick

Lindsay B. Larrick is BKV’s Chief Administrative Officer (since February 2025) and Chief Legal Officer (since July 2022); she also serves as Corporate Secretary and sits on the board of managers of the BKV-BPP Power joint venture . Previously, she was BKV’s Vice President, General Counsel and Corporate Secretary from formation in May 2020 to July 2022, and before that a partner at Fox Rothschild LLP and Lathrop & Gage LLP, chairing energy practice groups and specializing in private equity fund structuring and oil and gas M&A . She holds a BS in Business Administration and a JD from the University of Denver . Company performance context during her tenure (IPO in Sept 2024) shows declining revenues and EBITDA from FY2022–FY2024; see table below for quantified trends (values from S&P Global).*

Values retrieved from S&P Global.

Past Roles

External Roles

No public company directorships or external boards disclosed for Larrick .

Fixed Compensation

• Base salary, target bonus %, and actual bonus for Larrick are not disclosed (company reports compensation for named executive officers only) .
• Company-level executive compensation oversight by Compensation Committee (WTW as independent advisor; peer benchmarking) .

Performance Compensation

Annual cash bonus program applies to all employees (including executives) using a KPI Scorecard with category weightings and company multiplier; individual multipliers are set by management and approved by the Board/Comp Committee .

• 2024 Annual Bonus KPI Scorecard results:
  • Lagging indicators (Adjusted EBITDAX, Adjusted FCF, adjusted net income, break-even unit costs, corporate refinancing): 50% weighting; achieved 88% → contributes 0.44 to company multiplier .
  • Leading indicators (net sales production, year-end reserves, upstream/midstream capex delivery, people/leadership/culture): 25% weighting; achieved 183% → contributes 0.46 .
  • ESG indicators (EHSR/ESG excellence, CCUS delivery): 25% weighting; achieved 110% → contributes 0.28 .
  • Company multiplier: 1.18 for 2024 .

Equity incentives under the 2024 Equity & Incentive Compensation Plan include TRSUs and PRSUs. While specific grants to Larrick are not disclosed, non-CEO award agreements were adopted in connection with the IPO . For reference, 2024 TRSUs granted to executives vest one-third on January 1, 2025 and the remainder in equal tranches on January 1, 2026 and January 1, 2027; 2024 PRSUs vest on three-year performance with metrics including annualized total shareholder return (TSR), relative annualized TSR, and average annual ROCE beginning January 1, 2024 .

Equity Ownership & Alignment

• Stock ownership guidelines: CEO 5x salary; CFO and President–Upstream 4x; any officer required to file Section 16 reports 3x; other SVP/VPs 2x. Compliance required within 3 years of becoming subject to guidelines .
• Hedging and pledging of company stock by executives, directors, and employees is prohibited (alignment positive; pledging red flag mitigated) .
• Lock-up at IPO: Larrick is listed among individuals subject to the Underwriters’ lock-up restrictions; underwriters may waive or release lock-up via press release at their discretion .
• Beneficial ownership: Not disclosed for Larrick in the proxy’s security ownership table (NEOs and directors enumerated; Larrick not included) .

Employment Terms

• Indemnification: Company entered into indemnity agreements with each director and Section 16 officer in connection with the IPO, requiring indemnification to the fullest extent under Delaware law and advancement of certain expenses .
• Clawback: Board approved a Dodd-Frank and NYSE-compliant clawback policy effective at IPO (Sept 27, 2024) requiring recovery of incentive-based compensation received in the three fiscal years preceding a restatement .
• No hedging/pledging policy: Applies company-wide, including executives .
• Change-in-control and termination treatment under 2024 Plan (general, non-CEO award forms): On death/disability, PRSUs vest at target and TRSUs fully vest; for non-CEO awards, termination without cause not in connection with a change-in-control yields pro-rata PRSU vesting at target and TRSU forfeiture; upon qualifying termination within 24 months post-CIC (if awards assumed), PRSUs vest at greater of target or determinable performance through CIC and TRSUs fully vest; if awards are not assumed in a CIC, PRSUs and TRSUs vest (performance at greater of target or actual through CIC for PRSUs) .

Performance & Track Record

• Governance and legal leadership: As CLO/CAO and Corporate Secretary, Larrick is designated proxy co-holder alongside the CEO, manages SEC processes, acts as agent for service on registration statements, and is a power of attorney signatory on the S-3 shelf, reflecting executive responsibility for disclosures and filings .
• Strategic roles: Board of managers role in the BKV-BPP Power JV (Temple I/II power assets) since February 2025 signals direct involvement in power JV governance and energy solutions strategy .

Related Party Transactions and Conflicts

• Family member employment: Tara Blevins, Larrick’s sister, is employed in a non-executive role with total 2024 compensation of approximately $321,588; compensation was established per normal practices for similar roles .
• Controlled company context: BNAC owns 75.41% of outstanding shares as of the record date; Stockholders’ Agreement grants BNAC designation rights and certain governance flexibilities (heightened oversight of related party risks) .

Compensation Committee and Peer Benchmarking

• The Compensation Committee uses Willis Towers Watson (independent advisor) for peer group definition and program design; 2024 independence assessment found no conflicts of interest .

Say-on-Pay & Shareholder Feedback

• No say-on-pay proposal is presented in the 2025 definitive proxy (agenda limited to election of Class I directors and auditor ratification); thus no historical say-on-pay approval percentages are disclosed .

Risk Indicators & Red Flags

• Pledging/Hedging: Prohibited (alignment positive) .
• Family employment: Disclosed and monitored via related party policy (requires Audit & Risks Committee review of related party transactions) .
• Lock-up and potential selling: Larrick is subject to IPO lock-up restrictions; potential waivers may create event-driven trading windows, though durations/terms are controlled by underwriters .
• Legal governance: Indemnification and POA roles indicate central responsibility for disclosure controls and legal risk management .

Employment & Contracts

• Specific employment agreement terms (salary, bonus multiples, non-compete/nonsolicit, severance/change-in-control) for Larrick are not disclosed; company discloses such terms for NEOs only .

Equity Ownership & Alignment Table

BKV Performance Context (Revenue and EBITDA)

Values retrieved from S&P Global.

Investment Implications

• Alignment: Prohibition on hedging/pledging and company ownership guidelines for Section 16 officers (3x salary) support alignment; absence of Larrick-specific ownership disclosure limits precision on “skin-in-the-game” .
• Retention risk: No disclosed severance or CIC economics for Larrick; however, indemnification and central governance roles (CLO/CAO, Corporate Secretary, JV board manager) suggest high strategic importance; equity plan eligibility and IPO lock-up restrictions temper near-term selling pressure .
• Trading signals: Watch for lock-up releases or equity award vestings (company-wide TRSU/PRSU schedules in 2025–2027), 8-K personnel updates, and Form S-3 shelf activity where Larrick is agent for service/POA, as catalysts for insider trading windows and event risk .
• Governance: Controlled company status and BNAC designation rights increase governance concentration; related party employment disclosure highlights the company’s internal controls posture around conflicts .