Thiti Mekavichai
About Thiti Mekavichai
Independent director (Class II) of BKV since 2020; age 63. Background spans oil and gas operations and human capital leadership across Banpu, PTTEP, Central Retail, and Shell. Education: BS in Geography (Srinakharinwirot University) and diploma in Hydrographic Surveying (Plymouth Polytechnic, U.K.). Current role: Group Senior Vice President and Head of Oil & Gas at Banpu; former CEO and director of Banpu North America Corporation (BNAC) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banpu | Group SVP & Head of Oil & Gas | Oct 2023–present | Executive leadership across E&P portfolio |
| BNAC (Banpu North America Corp.) | Chief Executive Officer; Director | Jan 2019–Sep 2023; Director since Jan 2019 | Led Banpu’s North American operations; controlling shareholder of BKV |
| Banpu | Head of Oil & Gas Business | Nov 2018–present | Strategic oversight of O&G investments |
| PTT Exploration (PTTEP) | EVP, Human Resources & Business Services | Oct 2011–Sep 2018 | Enterprise HR, services, operations support |
| Central Retail Corporation | EVP, Human Resources | Jun 2008–Oct 2011 | Human capital leadership |
| Shell (subsidiaries) | Technical & HR positions; Director, Shell Company of Thailand Ltd. | Dec 1992–Jun 2008; Director Feb 2004–May 2008 | Upstream/downstream technical and HR roles; board governance |
| Energy Complex Co., Ltd. | Director | Apr 2012–Aug 2018 | Oversight of office complex operations |
| PTT Digital Solutions Co., Ltd. | Director | Mar 2014–Aug 2018 | ICT governance |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Banpu (SET:BANPU) | Group SVP & Head of Oil & Gas | 2023–present | Public (Thailand) |
| BNAC | Director | 2019–present | Private subsidiary of Banpu; BKV’s controlling stockholder |
| Shell Company of Thailand Ltd. | Director | 2004–2008 | Private |
| Energy Complex Co., Ltd. | Director | 2012–2018 | Private |
| PTT Digital Solutions Co., Ltd. | Director | 2014–2018 | Private |
Board Governance
- Committees: Member, Nominations & Governance Committee; not a chair .
- Independence: Not independent (only Davis, Miller, Patel, Mashinski are independent under NYSE rules) .
- Controlled company: BNAC holds ~75.41% voting power; BKV relies on NYSE controlled company exemptions (Compensation and Nominations & Governance committees not entirely independent) .
- Attendance (Board-wide): 2024 Board met 12 times; Annual Meeting attendance 100%, Board meeting attendance 92%, Committee meeting attendance 97% .
Fixed Compensation (Director)
| Year | Cash Retainer (Board) | Committee Retainer | Chair Fees | Total Fees Paid (Cash) |
|---|---|---|---|---|
| 2024 | Program: $75,000/year; Chairman $137,500/year | N&G member: $5,000/year | N&G chair: $15,000/year (not applicable) | $58,587 (pro-rated; cash in lieu of RSUs post-IPO) |
Notes:
- BKV’s Non-Employee Director Compensation Program pays audit committee members $10,000/year and audit chair $20,000/year; compensation committee member $5,000/year and chair $15,000/year. Thiti serves on Nominations & Governance, not Audit or Compensation .
Performance Compensation (Director)
| Grant Type | Grant Date | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | 2025 Annual Meeting | $140,000 (non-chair) | Vest day prior to next annual meeting; service-based | None (time-based RSUs) |
Other Directorships & Interlocks
| Company | Relationship to BKV | Interlock/Conflict Considerations |
|---|---|---|
| BNAC | Controlling stockholder; Stockholders’ Agreement gives BNAC board designation rights | Thiti’s prior CEO and director role at BNAC plus current Banpu executive role create affiliation with controlling stockholder; BKV relies on controlled company exemptions |
| Banpu & Affiliates (incl. BPPUS/Banpu Power) | Sponsor/parent; JV partner in BKV-BPP Power and Cotton Cove | Significant related-party structures; Audit & Risks Committee oversees related-party transactions |
Expertise & Qualifications
- Oil & gas operations, risk management, HR leadership, corporate development, IT oversight; broad international energy experience .
- Education: BS Geography; Hydrographic Surveying diploma .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged | Notes |
|---|---|---|---|---|
| Thiti Mekavichai | 18,500 | <1% | None disclosed; directors/executives have not pledged shares | Address: c/o BKV, Denver CO |
Policies:
- Hedging and pledging of Company stock prohibited for executives, directors, and employees .
Governance Assessment
- Independence and Committee Composition: Thiti is not independent and serves on the Nominations & Governance Committee in a controlled company context; BKV relies on NYSE exemptions, reducing independent oversight on director nominations/compensation compared to non-controlled peers. This can depress investor confidence in minority shareholder protections. RED FLAG .
- Corporate Opportunity Waiver: BKV’s charter renounces corporate opportunities for BNAC, its affiliates, and non-employee directors (except those offered solely in director capacity). Given Thiti’s Banpu/BNAC affiliations, this increases potential conflict risk where opportunities may be diverted away from BKV. RED FLAG mitigated partially by a policy requiring CEO Kalnin to present certain opportunities first to BKV .
- Related-Party Exposure: Extensive JV and financing arrangements with Banpu affiliates (BKV-BPP Power loans from BNAC/BPPUS; admin services agreements; Cotton Cove JV governance). Audit & Risks Committee oversees related-party transactions; proxy reports no related-party transactions beyond those disclosed, and the company utilizes special committees of independent directors for conflicted transactions (e.g., 2025 transaction structure with Banpu Power). Mitigating governance processes, but structural conflicts persist .
- Attendance and Engagement: Board-wide attendance metrics are strong (100% annual meeting; 92% Board; 97% committees), supporting engagement; individual director attendance not disclosed .
- Director Pay and Alignment: 2024 cash fees totaled $58,587 (pro-rated post-IPO with cash in lieu of RSUs); starting 2025, annual RSUs of $140,000 for non-chair directors vest after one year, improving equity alignment. Hedging/pledging prohibition is positive for alignment .
- Ownership: Personal stake of 18,500 shares (<1%); no pledging; director ownership guidelines not disclosed (NEO guidelines exist). Alignment moderate; controlled-company dynamics dominate governance signals .
Board Governance (Detail)
| Attribute | Status |
|---|---|
| Committee Memberships | Nominations & Governance (member) |
| Committee Chair Roles | None |
| Years of Service | Director since 2020 (Class II) |
| Independence | Not independent (NYSE) |
| Lead Independent Director | Process described (appointed annually among independent directors); specific appointee not disclosed |
| Executive Sessions | Chair presides over executive sessions of non-management directors; lead independent director role if Chair not independent |
Fixed Compensation (Program Structure)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $75,000 | Non-chair directors |
| Chairman Retainer | $137,500 | Applies to Board chair |
| Audit & Risks Committee Member | $10,000 | Chair: $20,000 |
| Compensation Committee Member | $5,000 | Chair: $15,000 |
| Nominations & Governance Member | $5,000 | Chair: $15,000 |
Performance Compensation (Program Structure)
| Equity | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSUs (Directors) | $140,000 (non-chair); $202,500 (chair) | One-year cliff (day prior to next annual meeting) | Service-based; first RSU grant at 2025 Annual Meeting |
Related Party Transactions (Context)
- Stockholders’ Agreement with BNAC: Board nomination/control rights; chairman designation; information rights; BKV cannot amend charter/bylaws inconsistent with BNAC rights without BNAC consent .
- JVs with Banpu affiliates: Temple I/II through BKV-BPP Power (50/50); loans from BNAC/BPPUS (SOFR + 4.6%, maturing Nov 1, 2026); admin services fees to BKV; Cotton Cove CCUS JV (51/49 with BPPUS) governed by JV board approvals. No distributions in 2024; fees and reimbursements disclosed .
- Audit & Risks Committee Authority: Reviews and approves related-party transactions; cybersecurity oversight .
Equity Ownership
| Name | Shares | % | Notes |
|---|---|---|---|
| Thiti Mekavichai | 18,500 | <1% | None pledged; address c/o BKV Denver |
Governance Assessment Summary
- Strengths: Strong board/committee attendance; formal related-party policy and audit committee oversight; hedging/pledging prohibition; director equity grants starting 2025 enhance alignment .
- Concerns: Controlled-company status with BNAC dominance; non-independent director on Nominations & Governance; corporate opportunity waiver for BNAC and non-employee directors; extensive Banpu interlocks. RED FLAGS for minority investor protections; mitigated in part by special committees on conflicted transactions .