Kyle Derham
About Kyle Derham
J. Kyle Derham (age 37) is an independent Class II director of NET Power Inc. (NPWR) serving since June 2023; he sits on the Nominating & Corporate Governance Committee and was re-elected at the June 3, 2025 annual meeting to a term ending at the 2028 annual meeting . Derham is a Partner at Rice Investment Group and previously served as CFO (Feb 2021–Feb 2022) and then CEO (Feb 2022–June 2023) of RONI, the SPAC that combined with Old Net Power; he has deep energy/finance experience, including activism at EQT (interim CFO and strategic advisor), roles at Rice Energy/Rice Midstream, and prior stints at First Reserve and Barclays Investment Bank . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rice Acquisition Corp. II (RONI) | Chief Financial Officer | Feb 2021–Feb 2022 | Led SPAC finance prior to NPWR business combination |
| Rice Acquisition Corp. II (RONI) | Chief Executive Officer | Feb 2022–June 8, 2023 (Closing) | Oversaw SPAC through merger with Old Net Power |
| EQT Corporation | Interim CFO; Strategic Advisor | 2019 (post-shareholder campaign); dates not further disclosed | Part of successful shareholder campaign to revamp EQT; then interim CFO and advisor |
| Rice Energy; Rice Midstream Partners LP | VP, Corporate Development & Finance | Jan 2014–Nov 2017 | M&A, financing, strategic initiatives |
| First Reserve | Associate (Private Equity) | Not disclosed | Energy private equity investing |
| Barclays Investment Bank | Investment Banker | Not disclosed | Energy investment banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AirJoule Technologies Corp. | Director | Since April 2024 | Current public company directorship per NPWR proxy |
| Archaea Energy Inc. | Director | Sep 2021–Dec 2022 | Company acquired by BP Products North America Inc. in Dec 2022 |
| Rice Investment Group | Partner | Not disclosed | Current role |
Board Governance
- Board class/term: Class II; re-elected June 3, 2025 to serve until the 2028 annual meeting .
- Independence: Board-designated independent director under NYSE standards .
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Joseph T. Kelliher) .
- Attendance: Board held five meetings in 2024; each director attended at least 75% of Board and applicable committee meetings .
- Annual meeting support: 2025 vote totals for Derham’s re-election — For: 166,886,791; Withheld: 4,449,538; Broker non-votes: 7,956,868 .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity Grants ($ FV) | Notes |
|---|---|---|---|
| 2024 | 0 | 0 | Directors designated by or on behalf of stockholders/affiliates are ineligible for director compensation; Derham received none in 2024 . |
Director compensation policy for eligible independent directors (not applicable to Derham): $60,000 annual cash retainer; additional retainers for chair/lead/committee roles; annual RSU grant of $150,000 vesting by next annual meeting .
Performance Compensation (Director)
| Component | Metric(s) | Grant/Target | Outcome/Status |
|---|---|---|---|
| Annual RSU grant (eligible directors) | Service-based (time vesting) | $150,000 FV/year | Derham ineligible; no award . |
Other Directorships & Interlocks
- Sponsor designation: Under the Stockholders’ Agreement, the Sponsor has the right to designate one director; Derham serves as the “Sponsor Director” .
- Board composition influence: Other large holders (OXY, Constellation, 8 Rivers) also have designation rights while ownership thresholds are met, shaping Board composition; the Board also includes at least three independent Company Directors .
Expertise & Qualifications
- Finance/M&A, investor engagement, and energy sector operating/transactional experience (Rice Energy/Midstream; SPAC leadership at RONI; PE/IB background) .
- Governance exposure through activism and board service (EQT campaign; director roles at Archaea Energy and AirJoule) .
- Serves on NPWR’s Nominating & Corporate Governance Committee, which oversees board evaluations, governance documents, and director nominations .
Equity Ownership
| Holder | Security | Amount | Ownership % | Notes |
|---|---|---|---|---|
| J. Kyle Derham (personal) | Class A Common Stock | 500,000 | — | Personal shares . |
| J. Kyle Derham (personal) | Warrants (Class A issuable) | 2,010,586 | — | Warrants held personally . |
| The Derham Children’s Trust of 2020 | Warrants (Class A issuable) | 414,049 | — | Derham is trustee . |
| J. Kyle Derham (personal) | Class B Common Stock | 1,390,348 | — | Paired with OpCo Units; redeemable into Class A . |
| The Derham Children’s Trust of 2020 | Class B Common Stock | 286,320 | — | Trust holdings . |
| Aggregate (beneficial) | Class A Common Stock | 2,924,635 | 3.8% | Includes shares issuable upon exercise of warrants . |
| Aggregate (beneficial) | Class B Common Stock | 1,676,668 | 1.2% | Beneficial ownership per proxy . |
| Aggregate (beneficial) | Total Common Stock | 4,601,303 | 2.1% | Based on 217,736,298 total shares outstanding . |
- Pledging/hedging policy: Company policy prohibits short-term trading, short sales, transactions in publicly traded options, hedging/monetization transactions, and holding/pledging Company securities in a margin account for all directors, officers, and employees .
- Ownership guidelines: Not disclosed for directors in the 2025 proxy.
Governance Assessment
-
Strengths
- Independent director with significant personal and trust holdings (3.8% of Class A; 1.2% of Class B; 2.1% total), aligning interests with shareholders .
- Re-elected in 2025 with 166.9M votes for vs. 4.45M withheld, indicating broad shareholder support .
- Ineligible directors (including Derham as Sponsor designee) receive no cash/equity retainers, limiting cash-based conflicts and emphasizing ownership alignment .
- Company prohibits hedging/pledging, reducing misalignment risk; related-party transactions are reviewed/approved by the Audit Committee under a formal policy .
-
Potential Risks and RED FLAGS
- Sponsor designation rights: Derham serves as the Sponsor Director under a Stockholders’ Agreement that grants significant board nomination rights to major holders (OXY, Constellation, 8 Rivers, Sponsor), which can influence board independence dynamics despite individual independence determinations .
- Multi-party related-party ecosystem: NPWR maintains material agreements with Baker Hughes (JDA, license, LT materials), Occidental (services; land lease), and Constellation (services), all of whom have board designees or are principal holders; while reviewed by the Audit Committee, these relationships present structural conflict exposures to monitor .
- Attendance disclosure is aggregate (≥75%) rather than individual detail; continued monitoring of individual engagement is warranted .
-
Committee effectiveness
- Derham’s role on the Nominating & Corporate Governance Committee positions him to influence board composition, evaluations, and governance frameworks; the committee met five times in 2024 .
- Board met five times in 2024; separation of Chair (Jeff Bennett) and CEO roles supports oversight; majority of the Board is independent .
Other Notes (Director Compensation Policy context)
- Eligible non-employee directors receive: $60,000 annual retainer; chair/member committee retainers; $150,000 annual RSU grant vesting by the next annual meeting; some directors elected to receive cash retainers in stock .
- Derham, Bennett, Forthuber, Pollack, and Sung received no director compensation in 2023 and 2024 due to designation by or on behalf of stockholders/affiliates under policy .
Shareholder Voting Signal (2025 Annual Meeting)
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Jeff Bennett | 170,966,039 | 370,290 | 7,956,868 |
| Kyle Derham | 166,886,791 | 4,449,538 | 7,956,868 |
| Alejandra Veltmann | 170,938,023 | 398,306 | 7,956,868 |
Audit firm ratification: KPMG ratified as independent auditor for FY2025 (178,794,888 for; 472,830 withheld; 25,479 abstained) .
Related-Party Framework (for conflict monitoring)
- Baker Hughes agreements: Amended & Restated JDA; BH License; ~$17.5M paid to NPI and 3,316,520 OpCo Units/Class B shares issued in 2024; ~$22M paid for long-lead materials (turboexpander/KPEP) in 2024 .
- Occidental agreements: Services (aggregate ~$2.0M through 12/31/24) and West Texas land lease (effective Dec 1, 2024; initial 60 months; ~$2,700 rent in 2024) .
- Constellation agreements: Services (aggregate ~$3.8M through 12/31/24) .
- Related-party transaction review: Audit Committee oversight per policy; approval criteria include arm’s-length terms and extent of related party’s interest .
Overall: Derham’s independence, meaningful equity ownership, and re-election support are positives; Sponsor designation and a web of strategic-holder transactions require continued governance vigilance and thorough Audit Committee oversight .