Ralph Alexander
About Ralph Alexander
Ralph Alexander, age 70, is an independent Class I director of NET Power Inc. (NPWR) since June 2023. He chairs the Compensation Committee and serves on the Audit Committee. He holds an M.S. in Nuclear Engineering (Brooklyn Polytech/NYU Tandon) and an M.S. in Management Science (Stanford). He currently also serves on the board of Enviva Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Talen Energy Corporation | Chief Executive Officer | Dec 2016 – Jun 2021 | Led a large competitive power generation company; Talen filed Chapter 11 in Dec 2022 and completed restructuring May 2023 (post-CEO tenure) |
| Talen Energy Corporation | Chairman | Jun 2021 – Apr 2023 | Oversight through pre- and post-filing transition |
| Riverstone Holdings LLC | Executive/affiliate | 2007 – 2016 | Energy and power-focused private equity experience |
| BP plc (Innovene subsidiary) | CEO, Innovene (olefins & derivatives) | 2004 – 2006 | Ran ~$20B subsidiary |
| BP plc | CEO, Gas, Power & Renewables and Solar; Group Executive Committee member | 2001 – 2004 | Senior leadership in global energy |
| BP plc | Group Vice President (E&P; Refining & Marketing) and prior positions | Pre-2001 | Global upstream/downstream and finance roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enviva Inc. | Director (current) | Not disclosed | Current public company directorship |
| EP Energy Corporation | Director (prior) | Not disclosed | Prior public board |
| Foster Wheeler | Director (prior) | Not disclosed | Prior public board |
| Stein Mart, Inc. | Director (prior) | Not disclosed | Prior public board |
| Amyris | Director (prior) | Not disclosed | Prior public board |
| Anglo American plc | Director (prior) | Not disclosed | Prior public board |
Board Governance
- Independence: Board determined Alexander is independent under NYSE standards .
- Committees: Compensation Committee Chair; Audit Committee member (all committee members are independent; audit committee financially literate) .
- Board structure: Staggered board; Alexander is Class I with term expiring at the 2027 annual meeting .
- Meeting cadence and attendance: Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings for which they served in 2024 . Committee meetings in 2024 — Audit: 5; Compensation: 5; Nominating & Corporate Governance: 5 .
- Leadership: Independent Chairman (Jeff Bennett); if non-independent chair in future, Joseph Kelliher designated as lead director; directors regularly hold executive sessions without management .
- Compensation Committee Interlocks: None disclosed for 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (director) | $60,000 | Standard non-employee director retainer |
| Committee Chair fee (Compensation) | $15,000 | Chair retainer |
| Committee member fee (Audit) | $10,000 | Member retainer (excludes chair) |
| Total cash fees earned (2024) | $85,000 | Reported fees paid/earned in cash for Alexander in 2024 |
Policy notes:
- Additional annual cash retainer for non-executive chair or lead director positions; not applicable to Alexander .
- No per-meeting fees disclosed; cash retainers paid quarterly; directors may elect to take cash retainers in unrestricted Class A shares .
Performance Compensation
| Grant | Grant Date | Instrument | Shares/Units | Grant-date Fair Value | Vesting | |---|---|---:|---:|---| | Annual non-employee director equity award | Jun 4, 2024 | RSUs | 15,369 | $150,000 | Vest on earlier of day before next annual meeting or 1-year anniversary, subject to service |
- Unvested RSUs outstanding as of Dec 31, 2024: 29,665 units (aggregate unvested RSUs for each of Alexander, Kelliher, Peterson, Veltmann at year-end 2024) .
- One-time RSU grants: Policy provided a $300,000 initial RSU grant for eligible non-employee directors appointed at the Business Combination; these vest ratably over three years (policy disclosure) .
No director options or performance-conditioned equity are disclosed for Alexander; director equity is time-vested RSUs aligned to annual service periods .
Other Directorships & Interlocks
- Current public company board: Enviva Inc. .
- Prior public boards: EP Energy, Foster Wheeler, Stein Mart, Amyris, Anglo American plc .
- Potential interlocks/conflicts with NPWR stakeholders: The proxy discloses related-party relationships with OXY, Constellation, and Baker Hughes (BHES/NPI/NPT) but does not attribute any related-party transactions to Alexander personally .
Expertise & Qualifications
- Education: M.S. Nuclear Engineering (Brooklyn Polytech/NYU Tandon); M.S. Management Science (Stanford) .
- Board skills matrix marks Alexander with experience in: public company governance, senior leadership, finance/accounting, technology/innovation, government/regulatory, operations/engineering, strategic planning, HR/compensation, M&A, ESG, investor relations, risk management, and energy industry experience .
Equity Ownership
| Holder | Class A Shares | % | Class B Shares | % | Total Common | % |
|---|---|---|---|---|---|---|
| Ralph Alexander | — | — | — | — | — | — |
- As of April 15, 2025, beneficial ownership table shows no reportable beneficial ownership for Alexander (less than 1%) .
- Director equity awards outstanding: 29,665 unvested RSUs as of Dec 31, 2024 (see Performance Compensation) .
- Hedging/pledging: Company policy prohibits hedging, short sales, transactions in options, and holding or pledging securities in margin accounts for all directors, officers, and employees .
Governance Assessment
- Strengths
- Independent director with deep energy operating experience and prior public company board service; chairs Compensation and serves on Audit, indicating trust in oversight roles .
- Solid board engagement: Board/committees met five times each in 2024; all directors met at least 75% attendance; regular executive sessions underscore robust oversight .
- Director pay design emphasizes alignment: meaningful RSU grant ($150k) with time-based vesting linked to annual service; straightforward cash retainers tied to roles; optional stock in lieu of cash retainers .
- No compensation committee interlocks; independence maintained .
- Insider policy prohibits hedging/pledging, supporting alignment and risk control .
- Watch items / potential red flags
- Prior association with Talen Energy’s Chapter 11 (filed Dec 2022; restructuring completed May 2023) may raise questions for some investors despite timing relative to his CEO tenure; context and outcomes should be monitored .
- Beneficial ownership shows no reportable share ownership as of April 15, 2025; while RSUs provide alignment, investors often prefer directors to hold outright shares; track future ownership changes and vesting .
- NPWR is an Emerging Growth Company and does not conduct say-on-pay votes yet, limiting a channel of shareholder feedback on pay; however, this is regulatory status-driven .
- Shareholder support signal
- In 2024, Alexander was elected as a Class I director with 184,472,629 votes for vs. 762,240 withheld (broker non-votes 4,281,571), indicating strong support at that election cycle .
Related-Party Exposure (Conflicts Review)
- The proxy highlights material relationships with Baker Hughes affiliates (Amended & Restated JDA; BH License Agreement; ~$17.5M paid to NPI and issuance of OpCo Units/Class B shares; ~$22M paid to BHES for long-lead materials in 2024), Occidental (OXY MSAs and land lease), and Constellation (services MSA). These are overseen under the Related-Person Transactions Policy and Audit Committee review. No transactions are attributed to Alexander personally in the disclosures .
Director Compensation (Detail Reference)
| Item | Alexander (2024) | Source |
|---|---|---|
| Fees Paid/Earned in Cash | $85,000 | |
| Stock Awards (RSUs) | $150,000 | |
| RSUs Granted (shares) | 15,369 (Jun 4, 2024) | |
| Unvested RSUs at 12/31/2024 | 29,665 |
Additional Shareholder Vote Context
- 2025 Annual Meeting (June 3, 2025): Class II directors elected; auditor (KPMG) ratified. Alexander was not up for election in 2025 (Class I; term to 2027) .
Overall, Alexander brings significant sector and governance expertise, holds key oversight roles (Compensation Chair; Audit member), and operates under strict anti-hedging/pledging policies. Investors should weigh his extensive energy leadership against the Talen bankruptcy history, and continue monitoring direct share ownership accumulation and ongoing related-party arrangements with major strategic partners, which are subject to Audit Committee oversight .