Sinon Vongkusolkit
About Sinon Vongkusolkit
Sinon Vongkusolkit, age 35, has served on BKV’s Board since July 2022. He is Chief Executive Officer and a director of Banpu Public Company Limited (SET: BANPU) since April 2024, and holds directorships at PT. Indo Tambangraya Megah Tbk (IDX: ITMG) and Banpu Power (SET: BPP). He holds a BA in Business and Marketing Management from Oxford Brookes University and an MA in Global Management Finance from Regent’s University London . He is not currently assigned to any BKV Board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banpu NEXT Co. Ltd. | Chief Executive Officer | Jul 2022–Dec 2023 | Led technology-forward growth initiatives in energy solutions |
| Banpu | Project Management Office – financial and asset transactions | Jan 2020–Jun 2022 | Executed financing and asset transactions for the group |
| Banpu | Corporate Finance – funding for Banpu group | Nov 2014–Jan 2020 | Corporate funding, investments, project management |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Banpu (SET: BANPU) | Chief Executive Officer and Director | Apr 2024 | Parent company of BNAC, BKV’s controlling stockholder |
| PT. Indo Tambangraya Megah Tbk (IDX: ITMG) | Director | Mar 2024 | Banpu affiliate; interlock with controlling shareholder ecosystem |
| Banpu Power (SET: BPP) | Director | Apr 2024 | Banpu affiliate; power JV ties with BKV |
| BNAC; BOG Co., Ltd.; BPPUS; Banpu Ventures | Director (various Banpu subsidiaries) | 2024 | Multiple roles across Banpu’s North America and venture entities |
Board Governance
- Committee assignments: None; not currently serving on Audit & Risks, Compensation, or Nominations & Governance .
- Independence: The Board determined four independent directors (Davis, Miller, Patel, Mashinski). Sinon is not listed among independent directors and is a BNAC/ Banpu designee; therefore not independent under NYSE standards .
- Attendance and engagement: In 2024, the Board met 12 times; company-level attendance was 92% for Board meetings, 97% for committee meetings, and 100% for the Annual Meeting. Per-director attendance rates were not disclosed; as he serves on no committees, committee attendance is not applicable .
- Controlled company: BNAC owns ~75.41% of outstanding shares; BKV relies on NYSE “controlled company” exemptions (non-majority independent board; non-independent Compensation and Nominations & Governance committees). Audit & Risks must be fully independent within required time frames .
- Lead Independent Director: Independent directors annually appoint a Lead Independent Director given the non-independent chair; the specific appointee is not disclosed here .
Fixed Compensation
| Component | Amount/Design | Notes |
|---|---|---|
| Annual cash retainer (non-chair) | $75,000 | Paid quarterly in arrears |
| Committee retainers | Audit member $10,000; Audit chair $20,000; Comp/Gov member $5,000; Comp/Gov chair $15,000 | Not applicable to Sinon (no committee assignments) |
| Director equity grant (RSUs) | $140,000 grant-date value (non-chair); $202,500 for chair | Vests one year from grant; first RSUs to be issued at 2025 Annual Meeting under 2024 Plan |
| 2024 Fees earned (cash) | $57,255 | Includes prorated cash retainer and cash paid in lieu of RSUs from IPO close through year-end |
Performance Compensation
- Structure: Non-employee director compensation includes annual RSUs that vest based on continued service; no performance-based metrics were disclosed for director equity (RSUs are time-based) .
- Hedging/Pledging: Company policy prohibits hedging and pledging of company stock by directors and employees .
Other Directorships & Interlocks
| Company | Relationship to BKV | Governance Risk Note |
|---|---|---|
| Banpu (CEO/Director) | Ultimate parent of BNAC, BKV’s controlling shareholder | Significant influence via Stockholders’ Agreement and board nominations |
| Banpu Power | JV partner in BKV-BPP Power | Temple I/II power assets; related-party loans from BNAC/BPPUS to JV |
| PT. Indo Tambangraya Megah Tbk | Banpu affiliate | Extends network within controlling shareholder’s ecosystem |
| BNAC, BOG Co., Ltd., BPPUS | Banpu subsidiaries | Direct interlocks with entities holding control and entering related arrangements |
Expertise & Qualifications
- Education: BA (Business & Marketing Management, Oxford Brookes); MA (Global Management Finance, Regent’s University London) .
- Core skills: Strategic management, corporate finance, investments, project management; technological adeptness and growth mindset from Banpu NEXT leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Sinon Vongkusolkit | 0 | 0.00% | No director shares disclosed; no pledging indicated; company prohibits pledging |
| BNAC (controlling shareholder) | 63,877,614 | 75.41% | Parent-owned stake drives “controlled company” status |
Governance Assessment
-
Strengths
- Transparent disclosure of controlled company status, committee compositions, and independence determinations .
- Prohibition on hedging/pledging and adoption of a clawback aligned with NYSE/Dodd-Frank requirements .
- Director compensation structure moves toward equity alignment (annual RSUs) post-IPO .
-
Risks and RED FLAGS
- Not independent; extensive interlocks with controlling shareholder (Banpu/BNAC), including family relationship with Board Chair (father–son) and BNAC’s nomination/chair rights under the Stockholders’ Agreement .
- Board and key committees (Compensation; Nominations & Governance) are not entirely independent due to controlled company exemptions, reducing minority investor protections .
- Related-party ecosystem exposure via BKV-BPP Power JV and Temple I loans from BNAC/BPPUS (senior unsecured, SOFR+4.6%, maturing Nov 1, 2026), though with no recourse to BKV; oversight relies on Audit & Risks Committee review .
-
Implications for investor confidence
- Governance risk stems from concentrated control and familial ties, which may affect perceived board independence and decision-making autonomy. Mitigating factors include disclosed policies (clawback, anti-hedging), an independent Audit & Risks Committee trajectory, and transparent related-party transaction frameworks .