BKV Corp. Announces Director Changes and Compensatory Arrangements

TL;DR

BKV Corp. board shakeup: Rogers out, Johnson & McGreevy in. New exec pay details filed.

AI Summary

On February 3, 2025, BKV Corp. filed an 8-K report detailing several key events. The company announced the departure of director Jonathan F. W. Rogers and the appointment of new directors, including David M. Johnson and Robert L. Mcgreevy. Additionally, the report covers compensatory arrangements for certain officers and includes financial statements and exhibits.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Director departures and changes in compensatory arrangements can introduce uncertainty regarding leadership stability and future strategic direction.

Key Players & Entities

• BKV Corp. (company) — Registrant
• Jonathan F. W. Rogers (person) — Departing Director
• David M. Johnson (person) — Appointed Director
• Robert L. Mcgreevy (person) — Appointed Director
• February 3, 2025 (date) — Report Date

FAQ

Key Financial Figures

• $563,384 — of his current annual base salary plus $563,384; and a payment for any unused, accrued
• $400,000 — other things: an annual base salary of $400,000; the opportunity to receive a discret
• $1,600,000 — ring 2025 to be valued at approximately $1,600,000, subject to the terms of the Plan, appr
• $525,000 — other things: an annual base salary of $525,000; the opportunity to receive a discret
• $1,000,000 — e; a one-time cash retention bonus of $1,000,000, subject to clawback in the event that,
• $2,000,000 — ith a grant date value of approximately $2,000,000, subject to the terms of the Plan, appr

Filing Documents

• tm254711d1_8k.htm (8-K) — 50KB
• tm254711d1_ex10-1.htm (EX-10.1) — 73KB
• tm254711d1_ex10-2.htm (EX-10.2) — 75KB
• tm254711d1_ex10-3.htm (EX-10.3) — 80KB
• tm254711d1_ex99-1.htm (EX-99.1) — 9KB
• tm254711d1_ex99-1img001.jpg (GRAPHIC) — 21KB
• 0001104659-25-008681.txt ( ) — 558KB
• bkv-20250203.xsd (EX-101.SCH) — 3KB
• bkv-20250203_lab.xml (EX-101.LAB) — 33KB
• bkv-20250203_pre.xml (EX-101.PRE) — 22KB
• tm254711d1_8k_htm.xml (XML) — 4KB

02. Departure of Directors or Certain Officers;

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Chief Financial Officer Transition On February 3, 2025, BKV Corporation (the "Company") announced that John T. Jimenez, who has served as Chief Financial Officer of the Company since 2021, intends to retire from the Company and that David Tameron, age 56, will succeed him in the role of Chief Financial Officer. Mr. Tameron will commence his new role on April 1, 2025, at which point Jimenez will transition to a Senior Advisor to remain onboard, to assist with the transition, serving in a retirement capacity until his last day on May 15, 2025. Mr. Tameron currently serves as the Company's Vice President, Strategic Finance and Investor Relations. Prior to joining BKV in August 2022, Mr. Tameron served in various roles at Wells Fargo & Company, including as Managing Director of Denver-based Corporate Banking, from September 2017 to August 2022, and as Managing Director, Institutional Equity Research, from July 2006 to August 2017. Mr. Tameron earned a Master of Business Administration from the Fuqua School of Business at Duke University and a Bachelor of Arts in Finance from Arizona State University. There are no family relationships between Mr. Tameron and any director or executive officer of the Company that are required to be disclosed pursuant to Item 401(d) of Regulation S-K, there are no undertakings between Mr. Tameron and any other person pursuant to which he was selected to serve as an officer of the Company, and there are no transactions between the Company and Mr. Tameron that would require disclosure under Item 404(a) of Regulation S-K. On February 3, 2025, the Company and Mr. Jimenez entered into a Transition and Mutual Separation Agreement (the "Transition and Separation Agreement") pursuant to which Mr. Jimenez has agreed to continue to serve in his current position until March 31, 2025, and t

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 3, 2025, the Company issued a press release regarding the retirement of Mr. Jimenez and the appointment of Mr. Tameron as the Company's Chief Financial Officer. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this "Report"). The information furnished in this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act. Cautionary Note Regarding Forward-Looking Statements. This Report contains "forward-looking statements" within the meaning of the federal securities laws, including, statements regarding the anticipated transitions of Mr. Jimenez and Mr. Tameron. Forward-looking "could," "estimate," "expect," "may," "should," or similar expressions. Investors are cautioned not to place undue reliance on these forward-looking statements, which are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including the risks and uncertainties addressed under the heading "Risk Factors" in the Company's final prospectus dated September 25, 2024 filed with the U.S. Securities and Exchange Commission (the "SEC") and any subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or other filings the Company makes with the SEC from time to time. These forward-looking statements speak only as of the date of this Report and the Company undertakes no obligation to update these forward-looking statements to reflect events

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Transition and Mutual Separation Agreement, dated as of February 3, 2025, between BKV Corporation and John T. Jimenez. 10.2 Employment Agreement, dated as of February 3, 2025, between BKV Corporation and David Tameron. 10.3 Amended and Restated Employment Agreement, dated as of February 3, 2025, between BKV Corporation and Eric S. Jacobsen. 99.1 Press Release issued February 3, 2025. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BKV CORPORATION By: /s/ Christopher P. Kalnin Christopher P. Kalnin Chief Executive Officer Date: February 3, 2025

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View this 8-K filing on SEC EDGAR