Richard W. Kinzley
About Richard W. Kinzley
Independent director at Oklo since May 2024; age 59. Former Senior Vice President and Chief Financial Officer of Black Hills Corporation (NYSE: BKH), with prior leadership roles in controllership and corporate development. Began his career in public accounting at Peat Marwick (now KPMG). Holds a B.S. in Business Administration (Accounting) from the University of South Dakota. Designated by Oklo’s Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Black Hills Corporation | Senior Vice President & Chief Financial Officer | Jan 2015 – Jul 2023 | Oversaw finance at multi-state electric/gas utility; relevant regulated energy expertise |
| Black Hills Corporation | Vice President & Corporate Controller | Jan 2013 – Dec 2014 | Principal accounting officer role |
| Black Hills Corporation | Vice President, Strategic Planning & Corporate Development | Oct 2008 – Dec 2012 | Led strategy and corporate development |
| Peat Marwick International (KPMG) | Public accounting (early career) | Not disclosed | Foundation in audit/public accounting |
External Roles
No other current public company directorships or committee roles disclosed in the latest proxy.
Board Governance
| Topic | Details |
|---|---|
| Board independence | Board determined Richard W. Kinzley is independent under NYSE and Exchange Act standards |
| Committee assignments | Audit Committee (Chair); Compensation Committee (Member) |
| Audit Chair expertise | Board determined Kinzley qualifies as an “audit committee financial expert” (Item 407(d)(5), Reg S-K) |
| Committee activity (2024) | Audit Committee met 5x; Compensation Committee met 3x; Nominating & Corporate Governance (NCG) Committee did not meet |
| Attendance | Each director attended at least 75% of Board and applicable committee meetings in 2024 |
| Leadership structure | CEO also serves as Chair; no Lead Independent Director; Board cites periodic review and independent director executive sessions |
| Related-party oversight | Audit Committee reviews related party transactions; company has a formal Related Person Transaction Policy |
| Anti-hedging | Company prohibits directors/officers/employees (and entities they control) from hedging transactions in company stock |
Fixed Compensation
| Component | Policy (Annual) | 2024 Actual for Kinzley |
|---|---|---|
| Cash retainer | $70,000 (pro-rated for partial quarters) | $58,104 (cash fees paid) |
| Audit Committee Chair retainer | $20,000 (annual, pro-rated) | Included within cash above (aggregate cash reported) |
| Compensation Committee Chair retainer | $15,000 (if Chair) | Not applicable (member, not Chair) |
| NCG Committee Chair retainer | $15,000 (if Chair) | Not applicable (not on NCG) |
Notes:
- Director cash retainers are paid quarterly in arrears and pro-rated for partial quarters, which aligns with below-annual cash paid given his 2024 start date.
Performance Compensation
| Metric | Detail |
|---|---|
| 2024 Onboarding RSU award | $150,000 dollar-denominated value; grant date 7/9/2024; vests in full on the one-year anniversary of 5/9/2024 (i.e., 5/9/2025), subject to continued service |
| Accounting grant-date fair value reported (2024) | $131,124 (FASB ASC 718), reflecting valuation methodology disclosed; differs from $150,000 program value |
| RSUs outstanding at 12/31/2024 | 16,854 RSUs (unvested) |
| Change-in-control (CIC) term | RSUs vest in full upon a CIC if the director will not continue on the post-transaction board |
| Annual equity from 2025 | ~$125,000 RSU grant on annual meeting date; vests in full one year later, subject to service |
Structure observations:
- RSUs are time-based (no performance metrics), indicating retention-focused equity rather than performance-conditioned awards.
Other Directorships & Interlocks
No other current public company board service or disclosed interlocks (competitors/suppliers/customers) for Kinzley in the proxy.
Expertise & Qualifications
- Audit committee financial expert; deep public-company CFO experience in energy/utilities, and public accounting background (KPMG).
- Education: B.S. in Business Administration (Accounting), University of South Dakota.
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (common shares) | 5,000 shares; less than 1% of outstanding |
| Shares outstanding basis | 139,192,604 shares outstanding as of 4/7/2025 |
| Unvested RSUs at 12/31/2024 | 16,854 RSUs |
| Hedging/Pledging | Hedging prohibited by policy; no pledging disclosure found in proxy |
| Lock-up (2025 offering) | Kinzley was listed among persons delivering lock-up agreements in June 2025 underwritten offering documentation |
Governance Assessment
Positives
- Strong financial oversight profile: Audit Committee Chair and “audit committee financial expert;” Audit Committee met five times in 2024. This is supportive of rigorous financial reporting and internal control oversight.
- Independence and engagement: Board classifies him as independent; directors met attendance expectations (≥75%); independent director executive sessions occur regularly.
- Director pay structure balanced to equity: 2024 mix skewed to equity (cash $58,104; stock award fair value $131,124), aligning director interests with shareholders.
- Safeguards: Anti-hedging policy for directors; formal related-person transaction review via Audit Committee.
- Share sale discipline: Agreed to lock-up in 2025 offering, signaling near-term alignment.
Watch items / potential red flags
- No Lead Independent Director and combined CEO/Chair roles. While the Board asserts this is appropriate and subject to periodic review, many investors prefer a separate Chair or a designated Lead Independent Director for independent oversight.
- Nominating & Corporate Governance Committee did not meet in 2024, which could indicate early-stage governance processes requiring maturation post-business combination.
- Ownership level: Beneficial ownership of 5,000 shares (with additional unvested RSUs) is modest relative to total outstanding; the proxy does not disclose director stock ownership guidelines. Investors often look for robust ownership requirements to reinforce alignment.
Committee detail
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair; independent; financial expert | 5 |
| Compensation | Member; independent | 3 |
| Nominating & Corporate Governance | Not a member | 0 |
Director compensation as reported (2024)
| Name | Fees Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Richard W. Kinzley | 58,104 | 131,124 | 189,228 |
Unvested director equity (12/31/2024)
| Name | RSUs Outstanding |
|---|---|
| Richard W. Kinzley | 16,854 |
Policy reference points
- 2024 onboarding grant: $150,000 RSU (vests on 1-year from 5/9/2024)
- Ongoing annual grant (from 2025): ~$125,000 RSU (vests in 1 year)
- Cash retainers: $70,000 (director), $20,000 (Audit Chair), $15,000 (Comp Chair), $15,000 (NCG Chair) (pro-rated for partial quarters)
Overall implication: Kinzley brings credible utility finance and accounting oversight to a growth-stage nuclear company. His audit leadership and financial expert designation bolster investor confidence in financial governance. Key governance improvements to monitor include strengthening independent board leadership and regularizing NCG Committee activity as the post-combination governance framework matures.