Shihab Kuran
About Shihab Kuran
Independent Class I director of Vital Energy, Inc. since June 2022; age 55. Serves on the Compensation Committee and the Nominating, Corporate Governance, Environmental & Social (NGE&S) Committee. Background includes CEO/Founder of Power Edison, Executive Chairman/Founder of EV Edison; prior roles at NRG Energy (President of Strategic Development), SunEdison (President, Advanced Solutions), and Petra Solar (Founder/CEO). Education: Ph.D. and M.Sc. Electrical Engineering (CUNY), B.Sc. Electrical Engineering (University of Jordan), Harvard Business School TGMP; NACD Directorship Certified; Digital Directors Network 502 certification .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Power Edison | Chief Executive Officer & Founder | March 2016 – present | Developed and scaled advanced energy technologies; mobile grid storage |
| EV Edison | Founder & Executive Chairman | January 2022 – present | Development of large-scale EV charging hubs |
| NRG Energy | President of Strategic Development | Not disclosed | Strategic development in energy transition |
| SunEdison | President, Advanced Solutions | Not disclosed | Led advanced solar solutions |
| Petra Solar | Founder, Director, President & CEO | Not disclosed | Built smart solar + grid tech; led 2009 marquee solar project |
External Roles
| Organization | Role | Tenure (as disclosed) | Notes |
|---|---|---|---|
| EnerKnol | Board of Directors | Current | Energy data/analytics |
| Takreem America | Board of Directors | Current | Non-profit/recognition |
| New York Energy Week | Board of Directors | Current | Energy industry convening |
| Charles Edison Fund | Advisory Board | Current | Advisory role |
| Edison Innovation Foundation | Advisory Board | Current | Advisory role |
Board Governance
- Independence: Board determined Dr. Kuran is independent under NYSE and company guidelines; only CEO is not independent .
- Board class/tenure: Class I director, term expiring in 2026 .
- Committees: Member—Compensation (6 meetings; 3 executive sessions in 2024) ; Member—NGE&S (4 meetings; 3 executive sessions in 2024) .
- Attendance: Board held 6 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the annual meeting .
- Executive sessions: Independent directors met in executive session at 5 of 6 Board meetings in 2024 .
- Governance policies: Overboarding cap ≤5 public boards; hedging/pledging prohibited; director stock ownership requirement $400,000 within 5 years of appointment; majority voting for uncontested elections .
- Compensation Committee independence & process: Only independent directors; meets NYSE and Exchange Act standards; uses an independent compensation consultant; no compensation committee interlocks .
Fixed Compensation
Director compensation is standardized; Kuran’s actuals shown below.
| Metric | 2023 | 2024 |
|---|---|---|
| Director Base Compensation (program level) | $230,000 | $260,000 |
| Retainer (program) | $72,000 | $72,000 |
| Director Fees (program) | $158,000 | $188,000 |
| Required Stock Portion of Fees (program) | $130,000 in stock | $160,000 in stock |
| Cash Portion of Fees (program) | $28,000 | $28,000 |
| Kuran – Fees earned/paid in cash | $99,905 | $99,888 |
| Kuran – Common stock awards (grant-date fair value) | $— | $160,122 |
| Kuran – Deferred stock awards (grant-date fair value) | $130,084 | $— |
| Kuran – All other compensation | $— | $— |
| Kuran – Total compensation | $229,989 | $260,010 |
Program structure and vesting:
- Stock component of Director Base Compensation vests immediately upon grant; fees paid quarterly following Board meetings; expenses reimbursed .
- Chair fees (not applicable to Kuran): Non-Executive Board Chair $100,000 (2023) → $125,000 (2024) ; Committee Chair fees $20,000 (Audit/Comp/NGE&S/Finance) .
Performance Compensation
Directors do not receive performance-based pay; no options or SARs granted.
| Item | 2023 | 2024 |
|---|---|---|
| Performance-linked metrics tied to director pay | None disclosed (director pay is retainer + equity) | None disclosed (director pay is retainer + equity) |
| Stock options/SARs granted to directors | No | No |
| Director Deferred Compensation Plan availability | Yes | Yes |
Policies: No option repricing; no excise tax gross-ups; no single-trigger vesting for NEO awards (board practice context) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | NN, Inc. (prior directorship) |
| Interlocks | No compensation committee interlocks; no Vital executives serve on boards/comp committees of companies with directors on Vital’s Board |
Expertise & Qualifications
- Energy transition operator/investor with 30+ years across solar, smart grid, storage, EV charging; global project deployment, including with international oil & gas firms .
- Technical depth in electrical engineering; Ph.D./M.Sc. (CUNY), B.Sc. (University of Jordan); HBS TGMP .
- Governance credentials: NACD Directorship Certified; DDN 502 cyber risk governance .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (common shares), 3/25/2025 | 8,962 shares; <1% of class; includes deferred stock compensation under Director Deferred Compensation Plan |
| DSUs acquired 11/10/2025 | 2,617 deferred stock units; acquisition price $0; under Omnibus Equity Incentive Plan |
| Derivative securities (DSUs) held after 11/10/2025 grant | 11,317 derivative securities (direct) |
| Shares pledged as collateral | None; company policy prohibits pledging without rare pre-approval; no director/NEO shares currently pledged |
| Ownership guideline | $400,000 worth of Vital stock; compliance window 5 years from appointment |
| Guideline status as of 12/31/2024 | On track, not yet met (within 5-year window) |
Insider trades summary:
- 11/10/2025: Non-open market acquisition of 2,617 DSUs; partial payment of retainer/fees; filed 11/12/2025 .
Governance Assessment
- Board effectiveness: Active participation on two key committees (Compensation; NGE&S) with robust meeting cadence (Comp: 6; NGE&S: 4) and regular executive sessions, supporting strong oversight of pay, governance, and ESG risk .
- Independence and conflicts: Board affirmed independence; no related-party transactions disclosed for Kuran; interlocks absent; hedging/pledging prohibited and none pledged—positive alignment .
- Ownership alignment: Mandatory stock component for director fees increased (from $130k to $160k YOY), immediate vesting; Kuran’s beneficial ownership disclosed, plus ongoing DSU accrual via deferrals. Guideline status “on track” within 5-year window—monitor until June 2027 .
- Pay structure signals: Director Base Compensation rose from $230k (2023) to $260k (2024), with a higher required equity portion—moderate increase consistent with market benchmarking via independent consultant; no options; no repricing; no tax gross-ups .
- Shareholder sentiment: Say-on-pay approval strong (≈92.3% in 2023; >96% in 2024), indicating investor confidence in compensation governance framework .
Red flags and watch items:
- Ownership guideline not yet met as of 12/31/2024 (still within 5-year compliance window)—monitor progress to required $400,000 holding .
- External executive roles (Power Edison; EV Edison) are in adjacent energy-tech domains; no related-party transactions disclosed, but continue monitoring for any business dealings with Vital that could require recusal or heightened disclosure .