🔥 What This Document Is

This is a definitive proxy statement (DEF 14A) for NET Power Inc. It's an official notice and information packet sent to shareholders ahead of the company's annual meeting. Its main job is to tell shareholders what issues will be voted on and provide the details they need to make informed decisions.

👉 Why it matters: As a shareholder, this document is your instruction manual for voting on key company matters, including who sits on the board and who audits the books.

🏢 What The Company Does

NET Power Inc. is a clean energy technology company. In simple terms, they are developing and commercializing a novel power plant technology that generates electricity from natural gas while inherently capturing nearly all of the carbon dioxide (CO2) emissions. Their goal is to provide clean, reliable, and affordable power.

👉 Why it matters: The company operates in the high-growth, high-stakes clean energy sector. Its success depends on commercializing its technology, which makes the expertise and oversight of its board of directors critically important.

🗳️ The Main Events: What's Being Voted On

Shareholders are being asked to vote on two primary items at the annual meeting on June 3, 2026:

Election of Directors: Vote to elect three Class III directors: Joseph Kelliher, Brad Pollack, and Daniel J. Rice IV. If elected, they will serve until the 2029 annual meeting.
- The Board recommends a vote "FOR" each nominee.
Ratification of Auditor: Vote to approve the selection of KPMG LLP as the company's independent accounting firm for 2026.
- The Board recommends a vote "FOR" this ratification.

👥 Meet the Board: Your Supervisors

The board is divided into three classes with staggered terms. The nine-member board has deep experience in energy, finance, engineering, and law.

Key Nominees for Re-election:
- Daniel J. Rice IV (Age 45): The company's CEO and a partner at Rice Investment Group. He has extensive energy industry experience, including as the former CEO of Rice Energy.
- Joseph T. Kelliher (Age 65): Former Chairman of the Federal Energy Regulatory Commission (FERC) and former executive at NextEra Energy, bringing vast regulatory and policy expertise.
- Brad Pollack (Age 44): Vice President and Deputy General Counsel at Occidental, with a strong background in mergers, acquisitions, and commercial transactions.
Board Independence: Eight of the nine directors are considered "independent" under stock exchange rules. Only CEO Daniel Rice is not independent.
Board Leadership: The Chairman (Jeff Bennett) and CEO (Daniel Rice) roles are separate. The Board believes this allows the CEO to focus on operations while the Chairman leads strategic oversight.

💰 Executive Compensation & Related Deals

As an "emerging growth company," NET Power provides scaled-down compensation disclosures.

Named Executive Officers (NEOs): The filing lists the compensation for the CEO (Daniel Rice), the CFO (Amanda D. Hammett), and two other top executives.
Notable Related Party Transaction: The company made a $250,000 unsecured, interest-free loan to director Brad Pollack in 2025 to cover taxes related to his equity awards. The loan is due in full in 2026.
- 👉 Why it matters: Such transactions must be disclosed to ensure they are fair and approved properly, as they involve potential conflicts of interest.

⚖️ Audit & Financial Oversight

Auditor Change: The company changed its independent auditor in 2025, moving from Ernst & Young LLP to KPMG LLP. The reason given was a "mutual decision" not related to any disagreement.
Audit Fees: For 2025, total audit fees paid to KPMG were $1.6 million.
Audit Committee: This key committee is chaired by Alejandra Veltmann, whom the board has determined qualifies as an "audit committee financial expert."

📅 Key Logistics & Dates

Annual Meeting: June 3, 2026, at 10:00 a.m. ET, held at 320 Roney Street, Suite 200, Durham, NC 27701.
Record Date: April 10, 2026. Only shareholders on record by this date can vote.
How to Vote: Shareholders can vote by internet (www.proxyvote.com), phone (1-800-690-6903), mail, or in person at the meeting.

🧠 The Analogy

Think of this proxy statement as the playbook and ballot for a team's annual owner's meeting. The owners (shareholders) need to decide if they should keep the current team captains (directors) on the field for another term and approve the official scorekeeper (auditor). The playbook details the captains' qualifications, pay, and any special deals, so owners can decide if they're leading the team in the right direction.

🧩 Final Takeaway

NET Power is at a crucial stage of commercializing its clean energy technology. This proxy meeting focuses on re-electing a experienced board with deep energy and regulatory roots and maintaining continuity in financial oversight by ratifying its auditor. The key takeaway is that shareholders are being asked to endorse the current leadership and governance structure as the company works to execute its ambitious strategy.

NET Power Shareholders Vote on Directors and Auditor