William Flores
About William H. Flores
William H. “Bill” Flores, age 71, is an independent director of Nauticus Robotics (KITT) since 2023 and currently serves as Chair of the Board (since 2024) and Audit Committee Chair. He is a Texas-licensed CPA with a BBA in Accounting (Texas A&M) and an MBA (Houston Christian University), with prior “Big 4” accounting experience and service in the U.S. House of Representatives (2011–2021) for Texas’ 17th District .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives (TX-17) | Congressman | 2011–2021 | Legislative oversight and policy leadership |
| Big 4 Accounting Firm (Texas) | Auditor (early career) | Not disclosed | Financial reporting and audit expertise |
| Various energy companies | C‑suite and board leadership | 30 years | Governance and operational leadership in energy sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Serolf Technologies LLC | Chair & CEO | Current | Wholly owned by Mr. Flores |
| ERCOT (Electric Reliability Council of Texas) | Chair of the Board | Current | System reliability governance |
| CO2 Energy Transition (NASDAQ) | Director & Audit Committee Chair | Current | Public company board and audit oversight |
| New Era Helium (NASDAQ) | Director & Audit Committee Chair | Current | Public company board and audit oversight |
| Veriten LLC | Strategic Advisory Committee member | Current | Energy advisory role |
| Several non-profits | Board member | Current | Civic and community engagement |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Flores is independent .
- Board leadership: Chair of the Board since 2024 .
- Committees:
- Audit Committee Chair; members include Flores, Sharkawy, Spiro; Flores designated “audit committee financial expert” .
- Nominating & Corporate Governance Committee member (committee chaired by Bellingham; members include Flores and Spiro) .
- Attendance: In 2024, the Board met 13 times; Audit 5, Compensation 1, Nominating & Governance 1; all directors attended at least 75% of their meetings .
- Re‑election: Shareholders re‑elected Flores as Class III director at the June 25, 2025 annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Directors may elect to take cash in restricted stock |
| Chair of Board retainer (cash) | $25,000 | Paid in addition to Board retainer |
| Committee chair fees (cash) | $15,000 (Audit); $10,000 (Comp/NCG) | Per committee chair role |
| Committee member fees (cash) | $5,000 per committee | Per committee membership |
| Meeting fees | None | No fees for attending meetings |
| 2024 actual cash fees (Flores) | $84,792 | Reported in Director Compensation table |
Performance Compensation
| Component | Grant Value/Structure | Vesting | Notes |
|---|---|---|---|
| Annual RSUs (non‑employee director) | $150,000 market value | Vests on 1-year anniversary or at next annual meeting | Value based on 20‑day VWAP |
| Annual RSUs (Chair of Board) | $175,000 market value | Same as above | Applicable to Flores as Chair |
| 2024 stock awards (Flores) | $148,657 | As reported | From Director Compensation table |
Performance metric table (directors):
| Award Type | Performance Metrics | Disclosure |
|---|---|---|
| Director RSUs | None (time‑based vesting) | RSUs vest time‑based; no performance metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Exchange | Role | Potential Interlock/Conflict |
|---|---|---|---|
| CO2 Energy Transition | NASDAQ | Director & Audit Chair | No related‑party transactions disclosed with KITT |
| New Era Helium | NASDAQ | Director & Audit Chair | No related‑party transactions disclosed with KITT |
| ERCOT | N/A | Chair of Board | Sector governance; not a KITT customer/supplier disclosed |
Expertise & Qualifications
- Audit and financial expertise; designated audit committee financial expert .
- CPA with deep accounting background; BBA Accounting and MBA .
- 30 years in energy sector at C‑suite and governance levels .
- Public company board and audit leadership at two NASDAQ‑listed companies .
- Public policy experience (U.S. Congress 2011–2021) .
Equity Ownership
| As‑of Date | Shares Beneficially Owned | % of Class | Source |
|---|---|---|---|
| April 11, 2025 | 11,000 | <1% | Beneficial ownership table |
| September 22, 2025 | 4,501 | <1% | Special meeting ownership table |
Insider trades and ownership alignment:
- RSU vesting: 1,338 RSUs vested on May 28, 2024; Flores reported late on Form 5 (filed Feb 14, 2025) .
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging; no pledges by current executives/directors reported .
Governance Assessment
Strengths:
- Independent Board Chair with deep audit expertise; serves as Audit Committee Chair and designated financial expert, supporting robust oversight of financial reporting and controls .
- Documented committee governance with clear charters; Flores participates across Audit and Governance committees .
- Director compensation mixes cash retainers with equity (RSUs), aligning director incentives with shareholder outcomes; Chair receives higher equity allocation .
- Anti‑hedging/pledging policy reduces misalignment risk; no pledges reported .
Risks and red flags:
- Late Section 16 reporting: Flores did not timely file a Form 4 for RSU vesting; corrected via Form 5 in Feb 2025. While remediated, late reporting is a governance process miss and should be monitored for recurrence .
- Multi‑board commitments: Concurrent roles (ERCOT Chair; two NASDAQ boards as Audit Chair) raise potential overboarding concerns for some investors. No KITT‑specific conflicts disclosed, but workload and time allocation merit monitoring given KITT’s financing and turnaround complexity .
- Financing concentration and complex preferred/debenture structures pose broader company governance/financing risks (e.g., investor consents, conversion limits). Not attributable to Flores specifically, but Audit Chair oversight remains critical .
Overall, Flores’ independence, audit acumen, and public company audit leadership are positives for board effectiveness; attention to timely insider reporting and oversight bandwidth across multiple roles is advisable .