Somruedee Chaimongkol
About Somruedee Chaimongkol
Somruedee Chaimongkol (age 63) is a Class I director at BKV, serving since 2020. She holds a Bachelor’s degree in Accounting from Bangkok University and brings senior financial and corporate leadership experience, including prior service as CEO and CFO of Banpu. At BKV, she serves on the Audit & Risks Committee and chairs the Compensation Committee; the Board has determined she is not “independent” under NYSE standards and Rule 10A‑3 for audit committee purposes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banpu (SET: BANPU) | Chief Executive Officer and Director | Apr 2015 – Mar 2024 | Led multinational energy company; deep ties to BNAC controlling shareholder of BKV |
| Banpu | Chief Financial Officer | 2006 – 2015 | Oversight of financial reporting, capital markets and controls |
| Banpu | Senior Vice President of Finance | 2001 – 2006 | Corporate finance leadership |
| Biofuel Development Holdings Co., Ltd. | Director | Nov 2010 – Dec 2018 | Energy transition exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Banpu North America Corporation (BNAC) | Director | Feb 2015 – Present | BNAC controls ~75.41% of BKV; significant interlock |
| PT. Indo Tambangraya Megah Tbk (IDX: ITMG) | Commissioner | Mar 2022 – Present | Indonesian public coal supplier board role |
| Banpu Power (SET: BPP) and various Banpu subsidiaries | Director | Various | Ongoing subsidiary directorships |
Board Governance
- Committee assignments and leadership:
- Audit & Risks Committee member; current committee comprises Mashinski (Chair, independent), Chaimongkol, Patel (independent) .
- Compensation Committee Chair; committee comprises Chaimongkol (Chair, not independent), Mashinski (independent) and Miller .
- Independence status:
- Not listed among BKV’s independent directors; Audit & Risks Committee notes she is not independent under NYSE Rule 10A‑3 .
- Attendance and engagement:
- In 2024, Board met 12 times; committees met 19 times; aggregate attendance: Annual Meeting 100%, Board 92%, Committees 97% (company-level disclosure) .
- Controlled company context:
- BNAC holds ~75.41% of outstanding shares; BKV relies on NYSE “controlled company” exemptions, so Compensation and Nominations & Governance Committees are not required to be fully independent .
Fixed Compensation
| Component | Structure | Amount | Vesting/Timing |
|---|---|---|---|
| Annual Board Cash Retainer (non‑chair) | Cash | $75,000 | Paid quarterly in arrears |
| Audit & Risks Committee Member Retainer | Cash | $10,000 | Paid quarterly in arrears |
| Compensation Committee Chair Retainer | Cash | $15,000 | Paid quarterly in arrears |
| Chairman of Board Retainer (if applicable) | Cash | $137,500 | Not applicable to Chaimongkol |
| 2024 Fees Earned (actual) | Cash (incl. cash in lieu of RSUs pre‑plan effectiveness) | $63,913 | 2024 actual; includes prorated cash in lieu of RSUs of $37,486 |
Performance Compensation
| Component | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU Grant (non‑chair) | $140,000 | Vests the day prior to next annual meeting, subject to continued service | First RSU grant made in connection with the 2025 Annual Meeting; previously cash paid in lieu of RSUs until 2024 Plan effective |
No director performance metrics (TSR/ROCE/ESG) are tied to director compensation; RSUs are time‑vested only .
Other Directorships & Interlocks
| Entity | Type | Overlap with BKV | Potential Conflict Vector |
|---|---|---|---|
| BNAC (Banpu North America Corporation) | Controlling shareholder of BKV | Director since 2015 | BNAC designates up to nine of 12 BKV directors; Board chair is a BNAC designee; strong influence over nominations and governance |
| PT. Indo Tambangraya Megah Tbk (ITMG) | Public company (IDX) | Commissioner since 2022 | Energy sector adjacency; oversight role may create informational interlocks |
| Banpu and subsidiaries (incl. BPP) | Public companies (SET) and subs | Former executive/director; ongoing subsidiary roles | Strategic alignment with controlling shareholder Banpu; increases related‑party exposure |
Expertise & Qualifications
- Accounting and finance expertise from senior roles at Banpu; supports Audit & Risks Committee literacy .
- Executive leadership across energy operations and corporate strategy; relevant to Compensation Committee oversight .
- International energy experience across upstream, power and coal supply; aligns with BKV’s integrated energy strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledged/Hedged | Notes |
|---|---|---|---|---|
| Somruedee Chaimongkol | 0 | 0% | None disclosed; company prohibits hedging/pledging | As of Apr 21, 2025 record date |
Governance Assessment
- Positives
- Deep financial and operational expertise; service on Audit & Risks and chairing Compensation creates continuity and functional oversight .
- Use of independent compensation consultant (WTW); committee assessed and found no consultant conflicts .
- Audit & Risks Committee reviews related‑party transactions and cybersecurity, with two audit committee financial experts (Mashinski, Patel) .
- Risks/RED FLAGS
- Controlled company: BNAC owns ~75.41% and designates most directors; minority shareholder protections are reduced under NYSE exemptions .
- Independence: Chaimongkol is not independent; serves on Audit & Risks (currently permitted during transition) and chairs Compensation in a non‑fully independent committee structure .
- Interlocks: Ongoing BNAC directorship and prior Banpu CEO/CFO roles increase potential related‑party influence; Board relies on Stockholders’ Agreement to nominate BNAC designees .
- Alignment: Zero BKV share ownership as of record date; RSU program only began at 2025 meeting—limited near‑term “skin‑in‑the‑game” compared to long‑tenured holdings .
Overall signal: Strong technical and financial expertise, but independence and interlock concerns stemming from BNAC/Banpu ties and controlled company status warrant scrutiny of committee decision‑making, related‑party reviews, and director ownership build‑up over time .