Kevin Pohler
About Kevin Pohler
Kevin Pohler has served as a director of Spring Valley Acquisition Corp. II (SVII) since the effective date of the registration statement for the IPO; he is a Vice President at Pearl Energy Investment Management, focusing on investment strategy and sourcing, transaction due diligence and execution, portfolio monitoring, and investor relations. Prior to Pearl (joined in 2015), he was an Analyst at Goldman Sachs in New York; he holds a B.A. in Economics with honors from Harvard College and an M.B.A. from Stanford Graduate School of Business. As disclosed in the 2023 proxy, his age was 33 at that time; he is classified by SVII as a non-independent director (independent directors are identified as Buzby, Thompson, Levinson, and Youngblood). Tenure on the board is aligned with SVII’s classified board structure (Class II, with term expiring at the Company’s second annual meeting).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman, Sachs & Co. | Analyst | Prior to 2015 | Early-career analytical and transactional experience; foundation for investment diligence responsibilities at Pearl. |
External Roles
| Organization | Role | Tenure | Interlocks/Impact |
|---|---|---|---|
| Pearl Energy Investment Management, LLC | Vice President | 2015–present | Pearl controls SVII’s Sponsor; Sponsor held 7,546,667 Founder Shares and one Class B share; Pearl/affiliates deemed beneficial owners via control stack (Pearl GP → Pearl LLC → William J. Quinn). Sponsor retains nomination rights to appoint three directors upon/after business combination while it holds covered securities. These ties create material interlocks and potential conflicts. |
Board Governance
- Classification and term: SVII’s board is divided into three classes; Kevin is a Class II director with term expiring at the second annual meeting.
- Independence: SVII’s board determined that Buzby, Thompson, Levinson, and Youngblood are independent; Pohler is not listed as independent. Independent directors hold regular sessions.
- Committee assignments: Audit Committee (Buzby, Thompson [Chair], Youngblood); Compensation Committee (Buzby, Thompson, Youngblood [Chair]); Nominating Committee (Buzby [Chair], Thompson, Youngblood). Pohler is not a member of these committees.
- Sponsor nomination rights: Post-business combination, Sponsor may nominate three directors while holding covered securities.
- Corporate opportunity renunciation: Articles renounce corporate opportunities, permitting directors/officers to engage in the same/similar businesses; board notes multiple fiduciary duties to other entities may preclude SVII from pursuing some opportunities.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Director cash compensation (pre-business combination) | $0 | No cash comp for directors; only expense reimbursement permitted prior to business combination. |
| Meeting/committee fees | $0 | No cash fees disclosed pre-combination. |
| Office/admin services reimbursement | $10,000 per month | Paid to an affiliate of the Sponsor for office space and admin; begins from listing through earlier of business combination or liquidation. |
| Expense reimbursement | Uncapped (audit committee quarterly review) | Out-of-pocket expenses for directors/officers are reimbursed; reviewed quarterly by audit committee. |
Performance Compensation
| Instrument | Grant/Terms | Recipient | Vesting/Performance Metrics |
|---|---|---|---|
| Founder Shares transfer | 40,000 Founder Shares each (Feb 2021) | Independent directors | Transfer from Sponsor; no performance metrics disclosed. Pohler did not receive as he is not classified as independent; see ownership table below. |
| RSUs/PSUs/Options (directors) | None disclosed | N/A | No performance-based director equity awards disclosed pre-business combination. |
| Performance metrics (directors) | Not applicable | N/A | No bonus or performance-linked director comp pre-business combination. |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Conflict/Interlock |
|---|---|---|---|
| Pearl Energy Investment Management, LLC | Private equity/Sponsor controller | Vice President | Sponsor is controlled by Pearl; Sponsor holds a dominant stake and nomination rights, creating structural influence over SVII governance and potential conflicts. |
| Fiduciary duties to other entities | Diverse entities across SVII board/officers | — | Board highlights that directors/officers have fiduciary/contractual duties to other entities; corporate opportunity renunciation increases conflict risk. |
Expertise & Qualifications
- Education: B.A. Economics with honors (Harvard); M.B.A. (Stanford GSB).
- Functional skills: Investment strategy, deal sourcing, due diligence, execution, portfolio monitoring, investor relations.
Equity Ownership
| Holder | As of Oct 7, 2024 | % of Outstanding | As of Sep 19, 2025 | % of Outstanding |
|---|---|---|---|---|
| Kevin Pohler | — | — | — | — |
| All officers and directors (7 individuals) | 120,000 | * (<1%) | 120,000 | 1.2% |
| Sponsor (Spring Valley Acquisition Sponsor II, LLC) | 7,546,667 | 33.8% | 7,546,667 | 76.4% |
Notes:
- Sponsor’s control stack: Pearl → Pearl GP → Pearl LLC (controlled by William J. Quinn).
- Context: 22,304,433 Ordinary Shares outstanding as of Oct 7, 2024; ownership percentages per proxy tables.
Governance Assessment
- Independence and committees: Pohler is not an independent director and holds no committee assignments, limiting direct oversight roles on audit/compensation/nomination matters. This materially reduces his formal governance influence relative to independent committee members.
- Ownership alignment: Pohler reported no beneficial ownership of SVII shares in 2024 and 2025 proxies, signaling limited personal “skin-in-the-game” versus Sponsor’s dominant stake and nomination rights.
- Conflicts/interlocks: As a Pearl executive and SVII director, Pohler is structurally intertwined with the controlling Sponsor. Articles’ corporate opportunity renunciation and disclosed multiple fiduciary duties elevate conflict risk (deal selection, information flow, prioritization among vehicles).
- Compensation structure: No cash or equity director compensation (other than Sponsor’s 40,000 Founder Shares to independent directors) prior to business combination; expense reimbursements and $10,000/month office/admin payments to a Sponsor affiliate are reviewed by the audit committee.
- Related-party financing flexibility: Up to $1.5 million of Sponsor/officer/director loans may be convertible into warrants at $1.00, identical to private placement warrants—this can influence incentives around deal timing/structure.
RED FLAGS
- Non-independence combined with Pearl/Sponsor control over board nominations and substantial ownership.
- Corporate opportunity renunciation and acknowledged fiduciary duties to other entities may preclude SVII from certain attractive transactions.
- Zero reported beneficial ownership by Pohler; weak alignment versus Sponsor’s dominant stake.
- Related-party payments to Sponsor affiliate and potential convertible loans to insiders introduce economic entanglements requiring close audit committee oversight.
Additional Disclosures
- Indemnification and D&O insurance in place; directors waived rights to trust account funds.
- Independent directors meet regularly in executive sessions; attendance specifics for individual directors are not disclosed in the cited proxies.