Carol Peterson
About Carol Peterson
Carol Peterson (age 67) has served as an independent director of NET Power Inc. since June 2023, designated as the Constellation Director under the Stockholders’ Agreement. She spent 2004–2022 at Constellation/Exelon in senior roles spanning strategy, project management, and finance, and previously held engineering and operations positions at Duke Energy, Wisconsin Energy, and Westinghouse. She holds a bachelor’s in engineering (University of Illinois) and a master’s of management (Northwestern University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Constellation (formerly Exelon Generation) | Senior Vice President, Strategy & Planning | Jan 2015 – Feb 2022 | Led major transformations including Constellation’s separation from Exelon and integration of acquired plants |
| Exelon Generation | Vice President, Strategy | Mar 2014 – Jan 2015 | Corporate strategy leadership |
| Exelon Generation | Vice President, Project Management | Apr 2010 – Mar 2014 | Oversaw project management |
| Exelon/Constellation | Vice President, Finance | Oct 2004 – Apr 2010 | Finance leadership |
| Duke Energy; Wisconsin Energy; Westinghouse Electric | Engineering and operations roles | Prior to 2004 | Technical and operational roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northern Illinois Food Bank | Board member | 2016 – 2024 | Non-profit board service |
| Public company boards | — | — | None currently |
Board Governance
- Class and term: Class I director; term expires at the 2027 annual meeting .
- Independence: Board determined Peterson is independent under NYSE/SEC rules .
- Board leadership: Independent Chair (Jeff Bennett); Lead Director designated only if Chair becomes non-independent .
- Executive sessions: Directors regularly hold executive sessions without the CEO/management present .
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and committee meetings during periods of service .
- Committees:
- Audit Committee member; 5 meetings in 2024 (chair: Alejandra Veltmann) .
- Nominating & Corporate Governance Committee member; 5 meetings in 2024 (chair: Joseph Kelliher) .
| Committee | Role | Meetings in 2024 | Attendance Disclosure |
|---|---|---|---|
| Audit | Member | 5 | ≥75% of meetings attended (company-wide disclosure) |
| Nominating & Corporate Governance | Member | 5 | ≥75% of meetings attended (company-wide disclosure) |
Fixed Compensation
| Component (2024) | Amount (USD) | Basis |
|---|---|---|
| Annual cash retainer | $60,000 | Director policy |
| Audit Committee member fee | $10,000 | Director policy |
| Nominating & Corporate Governance member fee | $6,000 | Director policy |
| Total cash fees | $76,000 | Reported fees (matches policy) |
Performance Compensation
| Equity Award | Grant Date | Quantity | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSUs | Jun 4, 2024 | 15,369 | $150,000 | Vest on earlier of day before next AGM or 1-year anniversary, subject to service |
| One-time RSUs (Business Combination) | Jun 8, 2023 | — | $300,000 (initial award to eligible non-employee directors) | Vest ratably over 3 years, subject to service |
| Unvested RSUs (as of Dec 31, 2024) | — | 29,665 | — | Outstanding balance at YE 2024 |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| None disclosed; director RSUs are time-based (no performance targets) | Director policy emphasizes ownership alignment via RSUs; no performance metrics stated |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Designating shareholder role | Serves as the Constellation Director (must be independent) under Stockholders’ Agreement |
| Large shareholders present on board | OXY-designated directors: Bennett, Forthuber, Pollack; 8 Rivers-designated director: Eunkyung Sung |
| Related-party agreements affecting governance | Constellation Master Services Agreement (aggregate $3.8M through Dec 31, 2024); OXY Master Services Agreements ($2.0M); Baker Hughes JDA/Commercial Agreement and BH License |
Expertise & Qualifications
- Education: B.S. engineering (University of Illinois); master’s of management (Northwestern University) .
- Experience: Senior leadership in strategy, finance, project management; extensive energy industry operations; prior roles at major utilities/engineering firms .
- Board skill matrix: Finance/accounting, technology/innovation/cybersecurity, operations/engineering, strategic planning, HR/compensation, M&A, ESG, investor relations, risk management, clean energy industry are marked for Peterson .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Total Common | Ownership % | Notes | |---|---:|---:|---:|---| | Carol Peterson | 0 | 0 | 0 | 0.0% (of 217,736,298 outstanding) | No beneficial ownership listed | | Unvested RSUs (YE 2024) | — | — | 29,665 units | — | Not counted in beneficial ownership | | Hedging/pledging | — | — | — | — | Company prohibits hedging and pledging by directors under the Insider Trading Policy |
Governance Assessment
- Strengths:
- Independence confirmed; not currently employed by Constellation; serves on Audit and Nominating committees, reinforcing governance oversight .
- High engagement indicated by company-wide ≥75% attendance; Board and committees held five meetings each in 2024; regular executive sessions without management .
- Ownership alignment via annual RSUs and ability to take retainers in stock; hedging and pledging are prohibited .
- Potential conflicts and oversight mitigants:
- Constellation is a significant holder and service provider; Peterson is the Constellation-designated director. The Board nonetheless classifies her as independent; related-party transactions are reviewed/approved by the Audit Committee per policy .
- Multiple large-stockholder designations (OXY, 8 Rivers) sit on the Board, increasing interlock potential; however, independence majority is maintained .
- RED FLAGS to monitor:
- Related-party exposure: payments to Constellation ($3.8M through 2024), OXY ($2.0M), and significant arrangements with Baker Hughes (cash and equity issued under JDA; turboexpander procurement) .
- Concentrated ownership and designation rights under the Stockholders’ Agreement may influence Board composition and prioritization; continue monitoring fall-away thresholds and independence practices .
Context note: As an emerging growth company, NET Power is not required to conduct say-on-pay votes yet, and uses scaled compensation disclosures; keep this in mind when assessing external shareholder feedback mechanisms .