DEF 14A of Archrock, Inc., Mar 11, 2025

DEF 14A of Archrock, Inc.

Filed Mar 11, 2025 · FY20240001140361-25-007994

Open on EDGAR

  1. CORPORATE GOVERNANCE

    | ✓ | Near median director compensation with emphasis on equity compensation |

  2. EXECUTIVE COMPENSATION

    | ✓ | Annual review and consideration of our peer group |

  3. EXECUTIVE COMPENSATION

    | ✓ | Three-year performance periods for long-term incentive awards |

  4. EXECUTIVE COMPENSATION

    | ✓ | Separate performance measures for short-term and long-term incentives |

  5. EXECUTIVE COMPENSATION

    | ✓ | Regular review of burn rate and dilution associated with long-term incentives |

  6. EXECUTIVE COMPENSATION

    | ✓ | Double trigger change of control agreements |

  7. EXECUTIVE COMPENSATION

    | ✓ | Annual incentive program includes sustainability metrics, including safety |

  8. EXECUTIVE COMPENSATION

    | ✓ | For 2025 and beyond, long-term incentive awards are split equally between time- and performance-based awards |

  9. OVERVIEW OF 2025 DIRECTOR NOMINEES(1)

    OVERVIEW OF 2025 DIRECTOR NOMINEES(1)

  10. OVERVIEW OF 2025 DIRECTOR NOMINEES(1)

    | | | |

  11. OVERVIEW OF 2025 DIRECTOR NOMINEES(1)

    (1)Gender/Racial Diversity is calculated based on the number of members of our Board who identify as either a traditionally underrepresented gender or a traditionally underrepresented race/ethnicity divided by the total number of directors.

  12. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR The following biographical information is furnished with respect to each director nominee, together with a discussion of each nominee’s experience, qualifications and attributes or skills that were considered in their nomination to the Board.

  13. NOMINEES FOR DIRECTOR

    | | ANNE-MARIE N. AINSWORTH Age 68 Independent Director since April 2015 Chair, Governance and Sustainability Committee Member, Audit Committee | Qualifications ● Extensive leadership experience in the oil and gas industry ● Familiarity with governance issues, having served as chief executive officer of both public and private energy companies ● Experience operating a portfolio of energy assets including direct responsibility for safety |

  14. NOMINEES FOR DIRECTOR

    Career Highlights

  15. NOMINEES FOR DIRECTOR

    | ● | President, Chief Executive Officer and director of the general partner of Oiltanking Partners, L.P. (a provider of terminal, storage and transportation services to the crude oil, refined petroleum and liquefied petroleum gas industries) and President and Chief Executive Officer of Oiltanking Holding Americas, Inc. from 2012 to 2014 |

  16. NOMINEES FOR DIRECTOR

    | ● | Senior Vice President, Refining of Sunoco, Inc. (a petroleum and petrochemical manufacturer) from 2009 to 2012 |

  17. NOMINEES FOR DIRECTOR

    | ● | General Manager of the Motiva Enterprises, LLC, refinery in Norco, Louisiana from 2006 to 2009 |

  18. NOMINEES FOR DIRECTOR

    | ● | Director, Management Systems and Process Safety at Shell Oil Products U.S. from 2003 to 2006, and Vice President of Technical Assurance at Shell Deer Park Refining Company from 2000 to 2003 |

  19. NOMINEES FOR DIRECTOR

    Board Service

  20. NOMINEES FOR DIRECTOR

    | ● | Director, member of the governance, nominating and corporate social responsibility committee as well as the safety, environment and operational excellence committee of Pembina Pipeline Corporation (a Canadian oil and gas pipeline company) |

  21. NOMINEES FOR DIRECTOR

    | ● | Director and member of the audit committee and Chair of the ESG and nominating committee of Kirby Corporation (an operator of inland and offshore tank barge fleets in the U.S. and provider of diesel engine services) |

  22. NOMINEES FOR DIRECTOR

    | ● | Director and chair of the environmental, health, safety and public policy committee of HF Sinclair Corp. (an independent petroleum refiner in the U.S.) |

  23. NOMINEES FOR DIRECTOR

    | ● | Former director of Seventy Seven Energy Inc. from 2014 to 2015 |

  24. NOMINEES FOR DIRECTOR

    Education

  25. NOMINEES FOR DIRECTOR

    | ● | BS, Chemical Engineering, cum laude, University of Toledo |

  26. NOMINEES FOR DIRECTOR

    | ● | MBA, Rice University, where she also served as an Adjunct Professor from 2000 to 2009 |

  27. NOMINEES FOR DIRECTOR

    | ● | Graduate, Institute of Corporate Directors Education Program, Rotman School of Management, University of Calgary, with ICD.D designation |

  28. NOMINEES FOR DIRECTOR

    | | D. BRADLEY CHILDERS Age 60 President and Chief Executive Officer, Archrock Non-Independent Director since April 2013 | Qualifications ● Intimate knowledge of our strategy, operations and markets ● Deep understanding of operational opportunities and challenges acquired through prior operating roles ● Business judgment, management experience and leadership skills that are highly valuable in assessing our business strategies and accompanying risks |

  29. NOMINEES FOR DIRECTOR

    | ● | President and Chief Executive Officer since 2011, Senior Vice President from 2007 to 2011, as well as various senior management roles with Exterran Energy Solutions, L.P., a predecessor subsidiary, from 2008 to 2011, and with Universal Compression Holdings, Inc. (“UCI”), a predecessor company from 2002 to 2007 |

  30. NOMINEES FOR DIRECTOR

    | ● | President, Chief Executive Officer and Chairman of the Board of Archrock GP LLC, the managing general partner of Archrock Partners, L.P., a master limited partnership in which we owned an equity interest (the “Partnership”) from 2011 until the Partnership’s merger into a wholly owned subsidiary of Archrock, Inc. in 2018 (the “Partnership Merger”) |

  31. NOMINEES FOR DIRECTOR

    | ● | Various roles with Occidental Petroleum Corporation (an international oil and gas exploration and production company) and its subsidiaries from 1994 to 2002 |

  32. NOMINEES FOR DIRECTOR

    Board Service

  33. NOMINEES FOR DIRECTOR

    | ● | Director of Yellowstone Academy (a non-profit private school) since 2014 |

  34. NOMINEES FOR DIRECTOR

    | ● | Former Chairman of the Board of the Partnership from 2008 until the Partnership Merger in 2018 |

  35. NOMINEES FOR DIRECTOR

    Education

  36. NOMINEES FOR DIRECTOR

    | ● | BA, Claremont McKenna College |

  37. NOMINEES FOR DIRECTOR

    | ● | JD, University of Southern California |

  38. NOMINEES FOR DIRECTOR

    | | GORDON T. HALL Age 65 Independent Director since March 2002 Member, Audit and Compensation Committees | Qualifications ● Thorough understanding of our operational and strategic opportunities and challenges ● Experience as a research analyst covering oil field services companies provides a broad-based understanding of the industry, as well as mergers, acquisitions and capital markets transactions ● Extensive energy company board service |

  39. NOMINEES FOR DIRECTOR

    Career Highlights

  40. NOMINEES FOR DIRECTOR

    | ● | Independent Chairman of the Board since November 2015, having served as Vice Chairman and Lead Independent Director from 2013 to 2015 |

  41. NOMINEES FOR DIRECTOR

    | ● | Chairman of the Board of Exterran Holdings, Inc. from 2007 to 2013 and Chairman of the Board of Hanover Compressor from 2005 to 2007 (both predecessor companies) |

  42. NOMINEES FOR DIRECTOR

    | ● | Retired as Managing Director, Senior Oil Field Services Analyst and Co-Head of the Global Energy Group, Credit Suisse (an investment banking firm) in 2002 after 15 years with the firm |

  43. NOMINEES FOR DIRECTOR

    | ● | Former non-executive treasurer of Gordon College from 2019 to 2023; professor in the Master of Science in Financial Analysis Program from 2018 to 2020; and interim Chief Financial Officer in 2018 |

  44. NOMINEES FOR DIRECTOR

    Board Service

  45. NOMINEES FOR DIRECTOR

    | ● | Former member of the board of trustees, member of the executive board of trustees and chairman of the finance committee of Gordon College, from 2019 to 2024 |

  46. NOMINEES FOR DIRECTOR

    | ● | Former director of Noble Corporation from 2010 to 2021, of Weatherford International plc from 2019 (upon emergence from Weatherford’s Chapter 11 reorganization) to 2020, of Select Energy Services from 2012 to 2015, of Grant Prideco, Inc. from 2007 until its acquisition by National Oilwell Varco, Inc. in 2008 and of Hydril Company from 2002 until its merger with Tenaris S.A. in 2007 |

  47. NOMINEES FOR DIRECTOR

    Education

  48. NOMINEES FOR DIRECTOR

    | ● | BBA, Mathematics, Gordon College |

  49. NOMINEES FOR DIRECTOR

    | ● | SM, M.I.T. Sloan School of Management |

  50. NOMINEES FOR DIRECTOR

    | | FRANCES POWELL HAWES Age 70 Independent Director since April 2015 Chair, Audit Committee Member, Governance and Sustainability Committee | Qualifications ● Over 20 years of service as a financial advisor and CFO for both private and public companies resulting in financial expertise, business knowledge and leadership experience ● Extensive understanding of the audit function and risk management ● Financial consulting and advisory experience ● National Association of Corporate Directors Cyber Risk Oversight Certificate |

  51. NOMINEES FOR DIRECTOR

    | ● | Numerous senior financial positions, including Chief Financial Officer of New Process Steel, L.P. (a privately held steel distribution company), American Electric Technologies (a publicly traded provider of power delivery solutions), NCI Building Systems, Inc. (a publicly traded firm providing engineered building solutions) and Grant Prideco (a manufacturer of engineered tubular products for the energy industry), from 2000 to 2013 |

  52. NOMINEES FOR DIRECTOR

    | ● | Chief Accounting Officer of Weatherford International Ltd. (a multinational oil field service company) after serving in roles of increasing responsibility until 2000 |

  53. NOMINEES FOR DIRECTOR

    Board Service

  54. NOMINEES FOR DIRECTOR

    | ● | Director, chair of the audit committee and member of the nominating, corporate governance, environmental and social committee of Vital Energy, Inc. (a company focused on the exploration, development and acquisition of oil and natural gas properties in the Permian region of the U.S.) |

  55. NOMINEES FOR DIRECTOR

    | ● | Director of Memorial Assistance Ministries (a non-profit focused on basic needs in the Houston area) since 2024 |

  56. NOMINEES FOR DIRECTOR

    | ● | Former director and audit committee member of PGT Innovations, Inc. (a manufacturer of premium windows and doors) from 2019 to 2024 |

  57. NOMINEES FOR DIRECTOR

    | ● | Former director of Energen Corporation from 2013 to 2018 and of Express Energy Services from 2011 to 2014 |

  58. NOMINEES FOR DIRECTOR

    | ● | Former director of Financial Executives International, Houston Chapter |

  59. NOMINEES FOR DIRECTOR

    Education

  60. NOMINEES FOR DIRECTOR

    | ● | BBA, Accounting, University of Houston |

  61. NOMINEES FOR DIRECTOR

    | ● | Certified Public Accountant |

  62. NOMINEES FOR DIRECTOR

    | | J.W.G. “WILL” HONEYBOURNE Age 73 Independent Director since April 2006 Member, Compensation and Governance and Sustainability Committees | Qualifications ● Thorough understanding of the challenges and opportunities of markets and financing through energy company board service for both publicly listed and privately held companies, and as managing director of a private equity firm focused on the energy industry ● Executive and operations leadership experience with oilfield services companies ● Petroleum engineering experience in the commercialization of technical services and prior service on energy sector technology company boards |

  63. NOMINEES FOR DIRECTOR

    Career Highlights

  64. NOMINEES FOR DIRECTOR

    | ● | Partner at First Reserve, a private equity firm he joined as Managing Director in 1999; also serves on the firm’s Investment Committee, which is responsible for the investment program supervision including strategy, risk management and capital allocation |

  65. NOMINEES FOR DIRECTOR

    | ● | Senior Vice President of Western Atlas International (a seismic and wireline logging company) from 1996 to 1998 |

  66. NOMINEES FOR DIRECTOR

    | ● | President and Chief Executive Officer of Alberta-based Computalog from 1993 to 1995 |

  67. NOMINEES FOR DIRECTOR

    | ● | Earlier career with Baker Hughes, included positions as Vice President and General Manager at INTEQ and President of EXLOG |

  68. NOMINEES FOR DIRECTOR

    | ● | Member of the Society of Petroleum Engineers and the Society of Exploration Geophysicists |

  69. NOMINEES FOR DIRECTOR

    | ● | Former director of Barra Energia Petróleo e Gás (a private Brazilian oil and gas exploration and production company) from 2010 to 2022 |

  70. NOMINEES FOR DIRECTOR

    | ● | Former director of Red Technology Alliance from 2006 to 2010 |

  71. NOMINEES FOR DIRECTOR

    | ● | Former director of Acteon Group from 2006 to 2012 |

  72. NOMINEES FOR DIRECTOR

    | ● | Former non-executive chairman of KrisEnergy from 2009 to 2017 |

  73. NOMINEES FOR DIRECTOR

    | ● | Prior service on multiple energy sector boards of both privately held and publicly listed companies |

  74. NOMINEES FOR DIRECTOR

    | ● | Director of Blue Wing Adobe Trust (a non-profit dedicated to the preservation, restoration and adaptive reuse of Sonoma’s historic buildings) |

  75. NOMINEES FOR DIRECTOR

    Education

  76. NOMINEES FOR DIRECTOR

    | ● | BSc, Oil Technology, Imperial College, London University |

  77. NOMINEES FOR DIRECTOR

    | | JAMES H. LYTAL Age 67 Independent Director since April 2015 Chair, Compensation Committee Member, Governance and Sustainability Committee | Qualifications ● Over 40 years of experience in the midstream oil and gas sector, including executive leadership and advisory roles ● Deep familiarity with the management of midstream assets ● Through extensive board service, experience with public company executive compensation and governance matters |

  78. NOMINEES FOR DIRECTOR

    Career Highlights

  79. NOMINEES FOR DIRECTOR

    | ● | Advisor for Global Infrastructure Partners (a leading global, independent infrastructure investor) from 2009 to June 2021 |

  80. NOMINEES FOR DIRECTOR

    | ● | Executive Vice President, Enterprise Products Partners (a North American midstream energy services provider) from 2004 to 2009 |

  81. NOMINEES FOR DIRECTOR

    | ● | President of Leviathan Gas Pipeline Partners, which later became El Paso Energy Partners, and then Gulfterra Energy Partners, from 1994 to 2004 |

  82. NOMINEES FOR DIRECTOR

    | ● | Held a series of commercial, engineering and business development positions with various companies engaged in oil and gas exploration and production and gas pipeline services from 1980 to 1994 |

  83. NOMINEES FOR DIRECTOR

    Board Service

  84. NOMINEES FOR DIRECTOR

    | ● | Director of ColdStream Energy, LLC (a privately held oil and gas energy services company) |

  85. NOMINEES FOR DIRECTOR

    | ● | Director of Trinity Gas Storage (a privately held gas storage company) |

  86. NOMINEES FOR DIRECTOR

    | ● | Advisor to Insight M (a privately held aerial methane emission detection company) |

  87. NOMINEES FOR DIRECTOR

    | ● | Former director and chairman of the audit committee of Rice Acquisition Corp. II (a special purpose acquisition company) from 2021 to 2023 |

  88. NOMINEES FOR DIRECTOR

    | ● | Former director and member of the audit committee and chairman of the conflicts committee of Rice Midstream Management LLC, the managing general partner of Rice Midstream Partners, L.P. from 2015 until it was acquired in 2018 |

  89. NOMINEES FOR DIRECTOR

    | ● | Former director of Gulfterra Energy Partners from 1994 to 2004 |

  90. NOMINEES FOR DIRECTOR

    | ● | Former director of Azure Midstream Partners GP, LLC, the general partner of Azure Midstream Partners, LP from 2013 to 2017, including service as member of the audit committee and chairman of the conflicts committee |

  91. NOMINEES FOR DIRECTOR

    | ● | Former director and chairman of the compensation committee and member of the audit committee of SemGroup Corporation from 2011 until it was acquired in 2019 |

  92. NOMINEES FOR DIRECTOR

    | ● | BS, Petroleum Engineering, The University of Texas at Austin |

  93. NOMINEES FOR DIRECTOR

    | | LEONARD W. MALLETT Age: 68 Independent Director since January 2021 Member, Audit and Compensation Committees | Qualifications ● Significant executive leadership experience with responsibility for engineering, strategic sourcing and health, safety and environmental training, compliance and reporting ● Operations experience and technical expertise, including construction, start-up and operation of natural gas and oil pipeline gathering, transportation and processing facilities |

  94. NOMINEES FOR DIRECTOR

    | ● | Executive Vice President and Chief Operations Officer of Summit Midstream Partners, LP (a midstream provider of natural gas, oil and water gathering services) from 2015 to 2019; Interim Chief Executive Officer during 2019 |

  95. NOMINEES FOR DIRECTOR

    | ● | Senior Vice President, Engineering, Enterprise Products Partners L.P. (a midstream natural gas and oil pipeline company) from 2008 to 2015 and Senior Vice President of Environmental Health and Safety from 2006 to 2008 |

  96. NOMINEES FOR DIRECTOR

    | ● | Served in roles of increasing responsibility with TEPPCO (a master limited partnership that provided oil and natural gas pipelines and storage and related facilities) from 1979 to 2006, including as Senior Vice President of Operations |

  97. NOMINEES FOR DIRECTOR

    | ● | Formerly held leadership roles with the Pipeline Research Council International, the Office of Pipeline Safety and the Clean Channel Association |

  98. NOMINEES FOR DIRECTOR

    Board Service

  99. NOMINEES FOR DIRECTOR

    | ● | Director of South Bow Corporation (an operator of crude oil pipeline infrastructure connecting Canadian crude oil supplies to U.S. refining markets) and member of the human resources and the safety, environmental and operations committees |

  100. NOMINEES FOR DIRECTOR

    | ● | Director of Bravo Infrastructure Group (a privately held holding company for solar panel installation companies) |

  101. NOMINEES FOR DIRECTOR

    | ● | Former director of Summit Midstream GP, LLC, the general partner of Summit Midstream Partners, LP, 2019 |

  102. NOMINEES FOR DIRECTOR

    Education

  103. NOMINEES FOR DIRECTOR

    | ● | BS, Mechanical Engineering, Prairie View A&M University |

  104. NOMINEES FOR DIRECTOR

    | ● | MBA, Houston Baptist University |

  105. NOMINEES FOR DIRECTOR

    | ● | Kellogg Executive Development Program at Northwestern University |

  106. NOMINEES FOR DIRECTOR

    | | JASON C. REBROOK Age 51 Non-Independent Director since July 2020 | Qualifications ● Over 25 years of experience in capital markets, acquisitions, divestures and operations in both the upstream and midstream sectors ● Operating experience and understanding of the unique risks, opportunities and challenges of the oil and gas industry ● Leadership experience in a highly entrepreneurial and successful privately held company |

  107. NOMINEES FOR DIRECTOR

    Career Highlights

  108. NOMINEES FOR DIRECTOR

    | ● | Chief Executive Officer and director of Harvest Midstream Company (a privately held midstream company services provider) since 2018 and Chief Executive Officer of JDH Capital Company |

  109. NOMINEES FOR DIRECTOR

    | ● | President of Hilcorp Energy Company (a privately held oil and gas production company) from 2018 to January 2021 and Executive Vice President from 2009 to 2018, having joined Hilcorp in 2008 as Asset Team Manager of the company’s Gulf of Mexico properties |

  110. NOMINEES FOR DIRECTOR

    | ● | Previously served as Senior Vice President, Oil & Gas, GE Capital and in both domestic and international assignments with Chevron Corporation |

  111. NOMINEES FOR DIRECTOR

    | ● | Member of Young Presidents’ Organization, Duke University’s Energy Task Force, the Society of Petroleum Engineers, the Independent Petroleum Association of America and the Greater Houston Partnership |

  112. NOMINEES FOR DIRECTOR

    Board Service

  113. NOMINEES FOR DIRECTOR

    | ● | Director of privately held companies Hilcorp Energy Company, Baywater Drilling, LLC, Kenai Logistics, LLC and STX Beef, LLC |

  114. NOMINEES FOR DIRECTOR

    | ● | Former member of the board of trustees for Marietta College |

  115. NOMINEES FOR DIRECTOR

    | ● | Former director of privately held companies Elite Compression Services, LLC from 2012 to 2019 and Texas Coastal Ventures, LLC from 2016 to 2019 |

  116. NOMINEES FOR DIRECTOR

    Education

  117. NOMINEES FOR DIRECTOR

    | ● | BS, Petroleum Engineering, Marietta College |

  118. NOMINEES FOR DIRECTOR

    | ● | MBA, Duke University’s Fuqua School of Business |

  119. NOMINEES FOR DIRECTOR

    | | EDMUND P. SEGNER, III Age 71 Independent Director since July 2018 Member, Audit and Governance and Sustainability Committees | Qualifications ● Technical experience and financial acumen ● Thorough understanding of the energy industry and operational challenges unique to the industry ● Experience with compensation, financing matters and the evaluation of acquisition opportunities through service as a president and director of other publicly traded companies |

  120. NOMINEES FOR DIRECTOR

    | ● | Professor in the Practice of Engineering Management in the Department of Civil and Environmental Engineering at Rice University (Houston) since 2007 |

  121. NOMINEES FOR DIRECTOR

    | ● | President, Chief of Staff and Director from 1999 to 2007 and principal financial officer from 2003 to 2007, EOG Resources, Inc. (a publicly traded independent oil and gas exploration and production company) |

  122. NOMINEES FOR DIRECTOR

    Board Service

  123. NOMINEES FOR DIRECTOR

    | ● | Director and member of the audit and finance committees of Vital Energy, Inc. (a company focused on the exploration, development and acquisition of oil and natural gas properties in the Permian region of the U.S.) |

  124. NOMINEES FOR DIRECTOR

    | ● | Former director of HighPoint Resources (a company engaged in exploration and production of natural gas and oil reserves in the U.S. Rocky Mountain region) from 2009 and until its merger with Bonanza Creek Energy, Inc. in 2021 |

  125. NOMINEES FOR DIRECTOR

    Education

  126. NOMINEES FOR DIRECTOR

    | ● | BS, Civil Engineering, Rice University |

  127. NOMINEES FOR DIRECTOR

    | ● | MA, Economics, University of Houston |

  128. NOMINEES FOR DIRECTOR

    | ● | Certified Public Accountant |

  129. NOMINEES FOR DIRECTOR

    | GOVERNANCE |

  130. Components of Annual Board Performance Evaluation

    | Organization and Structure | Identified the need to add cybersecurity expertise on the Board; in response, Ms. Hawes, Chair of our Audit Committee, received a Cyber Risk Oversight Certificate upon completion of the National Association of Corporate Directors’ rigorous six-week program. Identified the need to add to the Audit Committee operational and technical expertise, particularly as associated with risk management; in response, Leonard W. Mallett was appointed to the Audit Committee in early 2025. Initiated discussions regarding Board succession planning in light of its current composition and the Company’s strategic objectives. | | Conduct of Meetings | Changed internal processes to allow for more timely distribution of committee materials to directors to facilitate advance review. Scheduled an executive session for all Board and committee meetings without management present and, minimally, an executive session for all independent directors at each quarterly meeting. Streamlined routine reports and agendas and lengthened the time allotted for Board meetings to allow for more strategic discussion and debate. | | Board Engagement | Enhanced financial and operational updates from management to the Board between regularly scheduled board and committee meetings. Included Board dinners with regular quarterly meetings for informal discussion and information exchange. Added enhanced review and discussion of risks, including cybersecurity. Added a full day annual strategy meeting which includes in-depth reports and discussions on key initiatives, market outlook and strategic priorities for the coming year as well as increased exposure to field management and product demonstrations. | | Board’s Relationship with Management | Solicited input from management as to their perception of the Board’s expectations of management, understanding of key issues and challenges and level of support. Expanded Board meeting guests to include middle management for presentations before the Board, as appropriate, as well as additional opportunities to interact with management. | | Board Administration | Added restricted stock units with a deferral election as an alternative to annual awards of restricted stock to directors. Adopted a formal policy on Board continuing education. |

  131. RISK OVERSIGHT

    | Board of Directors | ● Strategic, financial and execution risk associated with the annual performance plan and long-term plan, including major operational and sustainability initiatives, including safety ● Risks associated with capital management, including financing, dividends and capital expenditures ● Mergers, acquisitions and divestitures ● Major litigation, disputes and regulatory matters ● Management succession planning ● Emissions-related risks and opportunities that may impact our business strategy ● In coordination with the Board’s committees, oversight of our ERM and cybersecurity risk programs |

  132. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Compensation Committee is responsible for recommending director compensation to the full Board for approval. Director compensation is designed to ensure we can attract and retain outstanding directors who meet the qualifications outlined in the Board’s Corporate Governance Principles, ensure alignment with long-term stockholder interests and recognize the substantial time commitments associated with service on the Board. Each non-employee member of the Board is compensated in cash and equity. Mr. Hall receives additional cash compensation to reflect his additional responsibilities as Chairman of the Board. As President and Chief Executive Officer of Archrock, Mr. Childers does not receive additional compensation for service on the Board. Our independent compensation consultant conducted a comprehensive market review of director compensation in October 2023, evaluating data derived from the proxy statements of our peer companies and the National Association of Corporate Directors Compensation Survey for energy industry companies and general industry with 2023 estimated revenues between $500 million and $2 billion. The review indicated that the structure of our director compensation program was generally consistent with our peer group and that our typical director compensation was near the peer group median. The Compensation Committee, with input from our independent compensation consultant, continues to monitor director compensation in conjunction with review of our peer group. Cash Compensation. Each non-employee director earned an annual cash retainer (the “Base Retainer”) for his or her service during 2024. The Chairman of the Board and the chairs of our Audit Committee, Compensation Committee and Governance and Sustainability Committee each received an additional retainer for their services. All retainers are paid in arrears in equal quarterly installments. Directors are also reimbursed for reasonable expenses incurred to attend Board and committee meetings and continuing education. On December 14, 2023, the Compensation Committee, with input from our independent compensation consultant, approved increased retainers for the Chairman of the Board and each committee chair ($120,000 for the Chairman of the Board, $30,000 for the Audit Committee Chair and $25,000 for each of the Compensation Committee and Governance and Sustainability Chair) effective January 1, 2024, to more properly align with their responsibilities and market compensation. The Base Retainer for 2024 remained the same as 2023 at $100,000.

  133. DIRECTOR COMPENSATION

    | Description of Director Remuneration | Annualized Cash Compensation $ | | Base Retainer | 100,000 | | Additional Retainers | | | Chairman of the Board | 120,000 | | Audit Committee Chair | 30,000 | | Compensation Committee Chair | 25,000 | | Governance and Sustainability Committee Chair | 25,000 |

  134. DIRECTOR COMPENSATION

    Equity-Based Compensation. On December 14, 2023, the Compensation Committee, with input from our independent compensation consultant, approved an increase in the grant of restricted stock or restricted stock units to each non-employee director from approximately $130,000 to approximately $135,000, effective January 1, 2024. The directors’ equity was awarded on January 25, 2024, with the number of shares awarded based on the market closing price of our common stock on the grant date ($16.00). This resulted in the award of 8,437 restricted shares or restricted stock units (with dividend equivalent rights) to each non-employee director. The equity award was one-quarter vested on the grant date, and on each of June 1, September 1 and December 1, 2024. Stock Ownership Requirements. Our stock ownership policy requires each non-employee director to own an amount of our common stock equal to at least five times the Base Retainer amount (which equals $500,000 of our common stock) within five years of his or her election to the Board. We measure the stock ownership of our directors annually as of each June 30. All directors are in compliance with our stock ownership policy. Director Stock and Deferral Plan. Under our Directors’ Stock and Deferral Plan (the “Directors’ Plan”), directors may elect to receive all or a portion of their cash compensation for Board service in the form of our common stock and may defer their receipt of the stock. Mr. Honeybourne elected to receive 50% of his 2024 base retainer in the form of common stock (with no deferred delivery) pursuant to the Directors’ Plan. Total Director Compensation. The following table shows the total compensation paid to each non-employee director for his or her service during 2024. As shown below, excluding our Chairman of the Board, the equity (at-risk) portion of compensation is greater than 50% of each director’s total compensation.

  135. DIRECTOR COMPENSATION

    | Director | Fees Earned in Cash ($) | Stock Awards ($)1, 2 | All Other Compensation ($)(3) | Total ($) | | Anne-Marie N. Ainsworth | 125,000 | 134,992 | 3,153 | 263,145 | | Gordon T. Hall | 220,000 | 134,992 | 3,153 | 358,145 | | Frances Powell Hawes | 130,000 | 134,992 | 3,153 | 268,145 | | J.W.G. Honeybourne | 50,031 | 184,961 | 3,153 | 238,145 | | James H. Lytal | 125,000 | 134,992 | 3,153 | 263,145 | | Leonard W. Mallett | 100,000 | 134,992 | 3,153 | 238,145 | | Jason C. Rebrook | 100,000 | 134,992 | 3,153 | 238,145 | | Edmund P. Segner, III | 100,000 | 134,992 | — | 234,992 |

  136. DIRECTOR COMPENSATION

    (1)Represents the grant date fair value of our common stock calculated in accordance with ASC 718 (defined below under “Tax and Accounting Considerations – Accounting for Stock-Based and Unit-Based Compensation”). (2)Mr. Honeybourne elected to receive 50% of his 2024 base retainer in the form of Archrock common stock (with no deferred delivery) pursuant to the Directors’ Plan. The number of shares issued is based on the market closing price of our common stock on the last trading day of each quarter. (3)Represents the payment of dividends on unvested restricted stock. In lieu of restricted stock, Mr. Segner elected to receive equity in the form of restricted stock units with deferred delivery; dividend equivalent rights were accrued on the restricted stock units issued to Mr. Segner and will be paid upon distribution of the shares underlying the units according to the terms of the Archrock, Inc. 2020 Stock Incentive Plan and his deferral election.

  137. 2024 PERFORMANCE HIGHLIGHTS

    | Human Capital | ● TRIR for 2024 was 0.17 (0.09 excluding TOPS), an excellent safety performance, and while no incidents are acceptable, these were minor in nature. Safety has been a key short-term incentive performance metric for the past 18 years and zero incidents continues to be an operational priority. ● We consider our employees to be our greatest asset and believe that our success depends on our ability to attract, develop and retain our employees. We continuously consider programs and policies designed to attract talent and foster innovation. For 2024, we included an employee retention metric in our short-term incentive program (“2024 Incentive Program”) to incentivize our managers and supervisors to support high performance. ● We support pay equity and believe we offer competitive and comprehensive compensation benefits packages that include bonuses, healthcare and insurance benefits, health savings and flexible spending accounts with employer contribution, paid time off (including 16 hours per year as paid time to volunteer), family leave, an employee assistance program and tuition assistance, among many others. In 2024, we increased the company match of our 401(k) program and the discount on stock purchased through our Employee Stock Purchase Plan. | | Sustainability | ● With the TOPS acquisition in 2024 and the addition of their field service employees, we are now one of the leading providers of electric motor drive compression equipment. With this addition to our compression fleet, combined with our capital budgets for 2024 and 2025, we are well positioned to respond to customer demand for electric motor drive compression services. ● We continued to place a high priority on sustainability issues. Our new ventures team continues to explore emerging technologies and business opportunities for environmental and commercially viable solutions to complement our business operations and future strategic objectives. ● Our 2023 Sustainability Report, available at www.archrock.com, includes responses to the Task Force on Climate-related Financial Disclosures and Sustainability Accounting Standards Board standards for disclosure. Our Sustainability Report was reviewed internally by our management-comprised Disclosure Committee as well as our Governance and Sustainability Committee. The report includes scope 1 and 2 emissions and certain scope 3 emissions that are based on consistent estimation methodologies. |

  138. OUR BEST PRACTICES

    | Governance ● 100% independent directors on our Compensation Committee ● Independent compensation consultant engaged by our Compensation Committee ● Annual review and approval of our compensation strategy and program design by our Compensation Committee, including an annual market best practices and peer group review | Compensation Program Design ● Includes a mix of short- and long-term compensation, with a majority of executive compensation at risk based on Company performance ● No “single trigger” change of control benefits ● No tax gross-ups for change of control benefits or other executive compensation arrangements ● Extremely limited perquisites | | Policies ● Equity awards subject to vesting over three years ● Stock ownership guidelines for executive officers and directors ● Adoption of policies related to executive compensation clawback and prohibition on short sales, hedging, or pledging of our securities ● Bi-annual risk assessment of our executive compensation program | Performance-Based Compensation Features ● A quantitative environmental metric, a safety calculation and a retention metric included in the annual short-term incentive program ● Separate performance metrics included in the short- and long-term incentive programs ● Three-year performance periods on all long-term incentive awards ● All performance-based payouts are capped |

  139. ELEMENTS OF COMPENSATION

    | Key Elements of Compensation | Description | Pay Competitively | Pay for Performance | Stockholder Alignment | | Base salary | Fixed cash income Establishes a base level of compensation that is essential to attract and retain talent | ✓ | | ✓ | | Annual performance-based incentive compensation | Variable cash incentive award earned annually Based upon achievement of key annual financial, operational, sustainability (including safety), and individual performance goals that are expected to contribute to long-term stockholder returns | ✓ | ✓ | ✓ | | Long-term incentive compensation (“LTI Awards”) | Provided through a combination of restricted stock/units and performance units vesting over a minimum period of three years Promotes stockholder alignment by tying a significant portion of executive compensation directly to stockholder value | ✓ | ✓ | ✓ |

  140. HOW OUR COMPENSATION COMMITTEE DETERMINES EXECUTIVE COMPENSATION

    | External Factors | Internal Factors | | Data and analysis provided by our Compensation Committee’s independent compensation consultant | Individual goal setting, performance and demonstrated leadership | | Feedback provided from our stockholders and the results of our annual advisory say-on-pay vote | Each executive’s relative scope of responsibility, individual experience, skill and potential | | Best practices in executive compensation | Company performance and operating unit performance (where applicable), as well as each executive’s impact on performance | | Applicable macroeconomic and market considerations | Our Chief Executive Officer’s recommendations (other than with respect to his own compensation) | | | Current and past total compensation, including an annual review of base salary, short-term incentive pay and the value of LTI Awards received | | | Internal pay equity and retention considerations |

  141. HOW OUR COMPENSATION COMMITTEE DETERMINES EXECUTIVE COMPENSATION

    | ● | recommending corporate performance goals on which performance-based compensation will be based; and |

  142. HOW OUR COMPENSATION COMMITTEE DETERMINES EXECUTIVE COMPENSATION

    | ● | provide data and analysis to inform our Compensation Committee in selecting an appropriate peer group; |

  143. HOW OUR COMPENSATION COMMITTEE DETERMINES EXECUTIVE COMPENSATION

    | ● | provide a review of market trends in executive compensation, including base salary, annual incentives, LTI Awards and total direct compensation; and |

  144. HOW OUR COMPENSATION COMMITTEE DETERMINES EXECUTIVE COMPENSATION

    | ● | provide information on how trends in best practices, new rules, regulations and laws impact executive and director compensation practice and administration. |

  145. HOW OUR COMPENSATION COMMITTEE DETERMINES EXECUTIVE COMPENSATION

    In 2024, the Compensation Committee assessed the independence of Pearl Meyer, pursuant to SEC rules and concluded that no conflict of interest exists that would prevent Pearl Meyer from serving as its independent compensation consultant. Peer Group. Our Compensation Committee annually reviews the composition of the peer group, based on input from its compensation consultant, and modifies it as circumstances, including industry consolidation and other competitive forces, warrant. Since there are few publicly traded companies that directly match our profile, our Compensation Committee uses a peer group that includes a diverse group of midstream, oilfield services and related companies with primarily domestic operations. The analysis presented by Pearl Meyer includes a review of each company’s financial data and business profile (including geographic footprint), and includes companies considered talent competitors, companies that identify us as a peer and companies identified by proxy advisory firms as potential peers. 2024 Compensation Peer Group. In consultation with Pearl Meyer, our Compensation Committee determined to make no changes to the 2023 peer group for the evaluation of 2024 total compensation (the “2024 Compensation Peer Group”), which included the following companies:

  146. HOW OUR COMPENSATION COMMITTEE DETERMINES EXECUTIVE COMPENSATION

    | ● | The 2024 Compensation Peer Group includes companies with which we may compete for technical and managerial talent and that provide an appropriate reference point for assessing the competitiveness of our executive compensation program. |

  147. HOW OUR COMPENSATION COMMITTEE DETERMINES EXECUTIVE COMPENSATION

    | ● | The 2024 Compensation Peer Group provides an appropriate number of companies to provide a blend of data that is useful for determining the general positioning of our executive compensation. Executive compensation is targeted between the 50th and 75th percentile of the market data, with consideration given to multiple factors including the individual executive’s responsibilities, impact to the organization, tenure in position and performance. |

  148. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION During the first quarter of each year, our Compensation Committee adopts a program to provide the short-term cash incentive element of our Named Executive Officers’ compensation for that year. In early 2024, our Compensation Committee adopted the 2024 Incentive Program. Each Named Executive Officer’s potential cash payout under the 2024 Incentive Program ranged from 0% to 200% of his or her incentive target, as described below, and our Compensation Committee determined payouts to the Named Executive Officers using the following formula: _____________ * Adjusted EBITDA performance of <80% of target performance will result in a payout factor of 0%. Adjusted EBITDA, a non-GAAP measure, is defined as net income (loss) excluding interest expense, income taxes, depreciation and amortization, long-lived and other asset impairment, unrealized change in fair value of investment in unconsolidated affiliate, restructuring charges, debt extinguishment loss, transaction-related costs, non-cash stock-based compensation expense, amortization of capitalized implementation costs and other items. See the inside cover of the 2024 Annual Report for a reconciliation of net income (loss) to Adjusted EBITDA. Our Compensation Committee believes Adjusted EBITDA is a comprehensive measure of financial performance, requiring focus on various components of financial and operating health, and an appropriate measure of management’s ability to run the business on an annual basis. The above formula is designed to create a focus on the overall success of the Company as well as the achievement of line-of-sight performance objectives. In addition, our Compensation Committee retains discretion to include or exclude exceptional, non-recurring items, which could result in unintended consequences and an erroneous performance achievement to the advantage or detriment of our Named Executive Officers. 2024 Incentive Program Target. Each Named Executive Officer’s cash incentive target was a specified percentage of eligible earnings during 2024. The table below presents each Named Executive Officer’s 2024 cash incentive target as a specified percentage of his or her eligible earnings and a potential payout assuming the achievement of Company, Operating Unit (where applicable), and individual results are achieved at 100%.

  149. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    | | | 2024 Incentive Program Target | | | Name | 2024 Eligible Earnings ($) | Percent (%) of Eligible Earnings | ($) | | Childers | 913,462 | 125 | 1,141,828 | | Aron | 580,769 | 90 | 522,692 | | Hildebrandt | 526,923 | 75 | 395,192 | | Ingersoll | 448,077 | 75 | 336,058 | | Thode | 448,077 | 75 | 336,058 |

  150. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    Weighting of Performance Criteria. Adjusted EBITDA, Sustainability, and where applicable, Operating Unit financial and operational metrics for 2024, were weighted as follows:

  151. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    | | % Weighting for Each Named Executive Officer | | | | Performance Criteria | Childers, Aron, Hildebrandt | Ingersoll | Thode | | Adjusted EBITDA | 80% | 70% | 70% | | Sustainability: | | | | | Environmental | 5% | 5% | 5% | | Safety (1) | 5% TRIR 5% PVIR | 10% TRIR | 5% Operations TRIR 5% Operations PVIR | | Talent | 5% | 5% | 5% | | Operating Unit Metrics | Not applicable | 10% | 10% |

  152. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    ___________ (1)TRIR is total recordable incident rate and PVIR is preventable vehicle incident rate. Adjusted EBITDA Target and Results. Our Compensation Committee set the performance target for 2024 Adjusted EBITDA at $518 million based on continued capital discipline and anticipated favorable market conditions. Adjusted EBITDA for 2024 was achieved at approximately $595 million. However, for purposes of the 2024 Incentive Program, the Compensation Committee determined to exclude the positive impact from the TOPS acquisition, which reduced the achievement results for Adjusted EBITDA to approximately $559 million, a payout of approximately 179% of target.

  153. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    | 2024 Adjusted EBITDA Performance Range ($) | | | | 2024 Performance Results | | | | | Below Threshold | Threshold | Target | Maximum | Achievement | | Payout | Weighting | | (0% payout) | (50% payout) | (100% payout) | (200% payout) | ($) | (%) | (%) | (%) | | < 414M | 414M | 518M | 570M | 559 | 108 | 179 | 70-80 |

  154. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    | | Sustainability Targets and Results. Our Sustainability metrics together comprise 20% of our 2024 Incentive Program. Targets and results excluded the TOPS acquisition. |

  155. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    | Environmental Target | Safety Target | Talent Target | | (5%) | (10%) | (5%) | | This metric is designed to increase operating efficiency in the field and reduce miles driven per average operating horsepower in 2024 versus 2023, thereby resulting in a reduction in vehicle emissions. | We view safety performance as a core indicator of our success; therefore, our Compensation Committee has included safety as a standalone component of our short-term incentive program for over 18 years. Our safety results include all permanent and part-time employees and contractors and are measured against over 4.7 million man hours worked and over 24 million miles driven in 2024. | We vary our Talent metric as necessary to support our operational and strategic objectives for the coming year. Given sustained low unemployment levels and a competitive labor market in the oil and gas industry, our Talent performance target was adjusted to help mitigate voluntary turnover to support high levels of performance. |

  156. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    The payout percentage for each Sustainability metric is impacted by the performance achieved for each metric and, if such performance is equal to or exceeds target, the payout percentage is also impacted by Adjusted EBITDA performance, as indicated in the following chart.

  157. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    | Adjusted EBITDA Achievement | Payout Opportunity based on Sustainability and Adjusted EBITDA Achievement | | | | < Sustainability Target | >= Sustainability Target | | < 100% | 0% | 100% | | >= 100% | 0% | Equal to Adjusted EBITDA Payout % |

  158. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    | Sustainability Results | | | | | Mileage per average operating horsepower was reduced by 1.6%, exceeding the target of a 1% reduction in 2024 versus 2023. | 2024 Safety Criteria TRIR(2) <= 0.50 PVIR(3) <= 0.50 | Results(1) 0.09 0.31 | Our voluntary turnover rate was 10.6% against a goal not to exceed 17.5%. | | Performance results for each 2024 Sustainability metric exceeded target performance, resulting in a payout for each that matched the payout for Adjusted EBITDA at 179% of target. | | | |

  159. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    ___________ (1)Performance excludes TOPS; with TOPS included, the result for TRIR and PVIR was 0.17 and 0.29, respectively. (2)TRIR (calculated pursuant to OSHA guidelines) = TRIR x 200,000/divided by the total hours worked during the year. (3)PVIR (calculated pursuant to API guidelines) = PVIR x 1,000,000 miles/divided by mileage driven during the year.

  160. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    | | Operating Unit Targets and Results. Operating Unit performance criteria are applicable to Mr. Ingersoll, Sales and Operations Support, and to Mr. Thode, Operations, and include more granular and specific line of sight performance goals necessary to maintain our focus on operating efficiencies at the business unit level and critical to the Company’s success. |

  161. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    | | 2024 Performance Results | | | | 2024 Operating Unit Performance Criteria(1) | Weighting (%) | Achievement (%) | Combined Weighting (%) | | Sales and Operations Support – Ingersoll Horsepower Bookings Aftermarket Services Gross Margin | 70 30 | 172.7% | 10 | | Operations – Thode Total Downtime Events/Unit/Month Service Availability Aftermarket Services Gross Margin | 35 35 30 | 178.1% | 10 |

  162. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    _______________ (1) Specific performance targets with respect to the achievement of operating unit performance are not disclosed because they are derived from internal analyses reflecting our business strategy. We believe their disclosure would provide our competitors, customers and other third parties with significant insights regarding our confidential business strategies that could cause us substantial competitive harm. Individual Performance. In early 2024, our Compensation Committee approved individual performance objectives for Mr. Childers related to the Company’s financial and operational performance, strategic initiatives (including as related to new ventures opportunities, leverage reduction and other initiatives), leadership goals and Company culture initiatives. Upon conclusion of fiscal year 2024, our Compensation Committee met with Mr. Childers to discuss his performance relative to the approved individual objectives. Thereafter, our Compensation Committee met in executive session and reported its assessment to the full Board. The Board delivered its evaluation to Mr. Childers, the result of which is summarized below and in “Executive Summary – 2024 Performance Highlights”. Our Compensation Committee considered each Named Executive Officers’ accomplishments during 2024, including implementation of operational improvements, demonstrated leadership, capital discipline, leverage and cash flow, and progress on other initiatives, analysis and reporting. Following such assessments of individual performance during 2024, our Compensation Committee and Board concluded that all Named Executive Officers met or exceeded expectations. Our Compensation Committee also considered each Named Executive Officer’s (including Mr. Childers’) individual contribution toward significant strategic initiatives and accomplishments that were not specifically enumerated in the 2024 Incentive Program performance criteria but are critical to our long-term strategic objectives. Specifically, our Compensation Committee considered the following:

  163. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    | ● | Our team continued to deliver exceptional operational and financial performance in an energized market and met the existing and additional compression needs of our customers despite continued heightened capital discipline. We achieved significant bookings and ended the year with an all-time high utilization rate of 96% and a large, contracted backlog for 2025. |

  164. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    | ● | We completed the TOPS acquisition, which added 580,000 horsepower to our compression fleet, including approximately 530,000 operating horsepower and a substantial and contracted backlog of new equipment. |

  165. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    | ● | We continued to execute on our strategy to monetize smaller and aged non-core natural gas compression or other assets. Large horsepower represented 74% of our total compression fleet and the average age of our compression fleet was reduced from 11 to 10 years at year end 2024. |

  166. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    The chart below provides each Named Executive Officer’s target cash incentive, multiplied by the achievement percentages for Company and operating unit performance and individual performance and the payout earned.

  167. ANNUAL PERFORMANCE-BASED INCENTIVE COMPENSATION

    | Name | 2024 Cash Incentive Target ($) | Company/ Operating Unit Performance (%)X | Individual Performance (%) | = | Performance Achievement (%) | = | Total Payout Earned ($) | | Childers | 1,141,827 | 178.8 | 100 | | 178.8 | | 2,042,019 | | Aron | 522,692 | 178.8 | 100 | | 178.8 | | 934,772 | | Hildebrandt | 395,192 | 178.8 | 100 | | 178.8 | | 706,754 | | Ingersoll | 336,058 | 172.7 | 100 | | 172.7 | | 580,246 | | Thode | 336,058 | 178.1 | 100 | | 178.1 | | 598,554 |

  168. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION During 2024, our long-term incentive program consisted of the following LTI Awards:

  169. LONG-TERM INCENTIVE COMPENSATION

    | Award Type | LTI Mix(1) | Features | | Time Vested Awards Vest one-third per year Dividends are paid on unvested shares/units as and when they are paid to our stockholders | | | | Restricted Stock/Units | 60% | ● Supports retention objectives and incentivizes employees to work toward long-term performance goals by aligning their interests with stockholder interests | | Performance-Based Awards Three-year cliff vesting Three-year performance period (“Performance Period”) is January 1, 2024 through December 31, 2026 Dividend equivalents (“DERs”) are accrued during the performance period and paid based on the actual number of units earned and vested | | | | Cash Available for Dividend (“CAD”) Performance Units | 10% | ● Earned based upon achievement of cumulative cash available for dividend for the Performance Period ● Performance goals are intended to drive consistent stockholder returns ● Payout will range between 0% to 200% of units awarded at target ● Units are denominated in shares but settled in cash based on the stock price on the date of vesting; the awards are non-dilutive | | Leverage Performance Units | 10% | ● Earned based upon achievement of leverage reduction targets over the Performance Period ● Performance goals are intended to improve our financial profile ● Payout will range between 0% to 200% of units awarded at target ● Units are denominated in shares but settled in cash based on the stock price on the date of vesting; the awards are non-dilutive | | TSR Performance Units | 20% | ● Earned based upon absolute TSR and TSR rank relative to our 2024 Performance Peer Group (identified below) over the Performance Period ● Performance goals are intended to drive long-term consistent stockholder value ● Payout will range between 0% to 250% of units awarded at target ● Units are denominated in shares and settled in shares on a one-for-one basis, complimentary to the underlying performance criteria and the value creation aspect of the award |

  170. LONG-TERM INCENTIVE COMPENSATION

    (1) As previously noted, the 2025 long-term incentive program includes an equal mix of time-vested restricted stock/units and performance-based units. Long-Term Incentive Plan. Grants of restricted stock and performance-based restricted stock units were made under the Archrock, Inc. 2020 Stock Incentive Plan, which was approved by our stockholders in April 2020. The 2020 Stock Incentive Plan is administered by our Compensation Committee. Timing of Awards. We generally seek to grant equity incentive awards on a regular and predictable cycle, and we have historically granted during the first quarter of each year. Our Compensation Committee establishes its schedule for granting annual LTI Awards several months in advance and does not grant such awards based on knowledge of material nonpublic information. Equity-based awards are occasionally granted at other times during the year, such as upon the hiring of a new employee or following the promotion of an employee. Named Executive Officers’ 2024 LTI Awards. In determining the grant of 2024 LTI Awards, our Compensation Committee considered the factors discussed above under “How Our Compensation Committee Determines Executive Compensation” and reviewed share utilization under the 2020 Stock Incentive Plan and potential overhang and burn rate under various award scenarios. Our Compensation Committee also considered the retention aspect of awards as well as performance metrics that balance short- and long-term objectives. The following table provides the total value of each Named Executive Officer’s 2024 LTI Award based on the grant date market value of our stock and the number of shares and units awarded.

  171. LONG-TERM INCENTIVE COMPENSATION

    | | Target | | Listed at Target Payout | | | | Name | Long-Term Incentive Grant Date Value ($) | Restricted Stock/Units(1) (#) | CAD Performance Units (#) | Leverage Performance Units (#) | TSR Performance Units (#) | | Childers | 5,000,000 | 187,500 | 31,250 | 31,250 | 62,500 | | Aron | 1,900,000 | 71,250 | 11,875 | 11,875 | 23,750 | | Hildebrandt | 1,300,000 | 48,750 | 8,125 | 8,125 | 16,250 | | Ingersoll | 950,000 | 35,625 | 5,938 | 5,937 | 11,875 | | Thode | 950,000 | 35,625 | 5,938 | 5,937 | 11,875 |

  172. LONG-TERM INCENTIVE COMPENSATION

    _______________ (1) In lieu of time-vested restricted stock, Mr. Childers was granted time-vested restricted units (with dividend equivalent rights). See “Other Compensation Policies, Practices and Guidelines – Agreements with Executive Officers – CEO Retention Agreement” for more information regarding vesting and settlement of these restricted units. 2024 Performance-Based LTI Awards. CAD and Leverage Performance Units. The percentage of 2024 CAD and Leverage Performance Units that may be earned will be based on the achievement of the performance factors over a three-year performance period as indicated in the chart below.

  173. LONG-TERM INCENTIVE COMPENSATION

    | | Performance Achievement and Payout | | | | | Performance Factor Measured from January 1, 2024 to December 31, 2026 | Below Threshold (0% payout) | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | | Cumulative CAD Adjusted EBITDA, minus maintenance and other capital expenditures, minus cash taxes, minus cash interest measured for the three-year performance period | <$780M | $780M | $975M | $1,170M | | Leverage(1) The ratio of (a) total indebtedness as of the performance period end to (b) EBITDA (earnings before interest, taxes, depreciation and amortization) for the period of four (4) consecutive fiscal quarters most recently ended (i.e., EBITDA as of the performance period end) | >3.75x | 3.75x | 3.25x | =/<2.75x |

  174. LONG-TERM INCENTIVE COMPENSATION

    (1) The calculation of Leverage includes the Parent and its Restricted Subsidiaries on a consolidated basis in accordance with GAAP. All capitalized terms have the meaning ascribed to them under the Company’s revolving credit agreement. At the conclusion of the performance period, a number of CAD and Leverage Performance Units ranging from 0% to 200% of the total number of units granted will be earned. If the Company’s performance falls between the levels specified in the chart, the percentage of CAD and Leverage Performance Units that will be earned will be determined using straight-line interpolation between such levels. No payout will be earned if the Company’s CAD and Leverage performance is below the threshold level. The earned CAD and Leverage Performance Units are also subject to three-year cliff vesting on January 25, 2027, subject to continued employment through the vesting date. Pursuant to Mr. Childers’ Retention Agreement, in the event of a qualifying retirement the award will remain outstanding through the vesting date and be paid based on actual performance (see “Agreements with Executive Officers – CEO Retention Agreement”). In addition, the award is subject to accelerated vesting as described below under “Potential Payments upon Termination or Change of Control”. Each earned CAD and Leverage Performance Unit is payable in cash based on the market closing price of our common stock on the date of vesting. The award includes tandem DERs which are accrued during the performance period and will be paid based on the number of units earned and vested. TSR Performance Units. The percentage of 2024 TSR Performance Units that may be earned will be based on our absolute TSR and our TSR performance rank relative to the companies in our 2024 Performance Peer Group at the conclusion of the three-year performance period as described below. In consultation with Pearl Meyer, our Compensation Committee reviewed our peer group utilized for 2023 LTI Awards based on relative TSR performance and considered changes to the peer group based upon subsequent spin-offs, mergers and changes in estimated financial performance. Following such evaluation, the below peer group (the “2024 Performance Peer Group”) was approved for purposes of evaluating relative TSR over the performance period of January 1, 2024 through December 31, 2026:

  175. LONG-TERM INCENTIVE COMPENSATION

    | Cactus, Inc. | Genesis Energy, L.P. | Patterson-UTI Energy, Inc. | | ChampionX Corporation | Helix Energy Solutions Group, Inc. | Select Water Solutions, Inc. | | DNOW Inc. | Helmerich & Payne, Inc. | USA Compression Partners, LP | | EnLink Midstream, LLC | Oceaneering International, Inc. | | | Equitrans Midstream Corporation | Oil States International, Inc. | |

  176. LONG-TERM INCENTIVE COMPENSATION

    | Our Compensation Committee considered the 2024 Performance Peer Group a reasonable comparator group for evaluating stock price performance based on each company’s business profile, geographic footprint and estimated financial performance (including Adjusted EBITDA, assets, revenue and market capitalization). The following table sets forth the potential payouts at the conclusion of the performance period: Performance Achievement and Payout Matrix(1) | | | | | | | Relative | Absolute Annualized TSR(2) Performance | | | | | | TSR Rank(3) | Below -20% | -10% | 0% | 10% | Above 20% | | 1 | 150% | 175% | 200% | 225% | 250% | | 2 | 138% | 161% | 184% | 207% | 230% | | 3 | 126% | 147% | 168% | 189% | 209% | | 4 | 113% | 132% | 151% | 170% | 189% | | 5 | 101% | 118% | 135% | 152% | 169% | | 6 | 89% | 104% | 119% | 133% | 148% | | 7 | 77% | 89% | 102% | 115% | 128% | | 8 | 66% | 77% | 88% | 100% | 111% | | 9 | 57% | 66% | 75% | 85% | 94% | | 10 | 47% | 54% | 62% | 70% | 78% | | 11 | 30% | 40% | 49% | 55% | 61% | | 12 | 20% | 28% | 36% | 41% | 45% | | 13 | 0% | 0% | 0% | 25% | 35% | | 14 | 0% | 0% | 0% | 0% | 25% |

  177. LONG-TERM INCENTIVE COMPENSATION

    (1)Payouts assume no changes in the 2024 Performance Peer Group. In the event an included company becomes insolvent or liquidates, that company shall remain in the group, but will be moved to the lowest rank. In the event a company is acquired or merged into another company and is not the surviving company, or as a result of any other corporate transaction, such company shall be removed and the percentile payouts shall be ratably adjusted. (2)Total Shareholder Return is the Average Fair Market Value at the end of the performance period plus dividends paid over the performance period divided by the Average Fair Market Value at the beginning of the performance period. Average Fair Market Value as of any given date is the average fair market value of a share of Archrock common stock during the 20 consecutive trading dates ending on and including such date. (3) Rank is based on the 2024 Performance Peer Group. Based on (i) our ordinal rank in the 2024 Performance Peer Group and (ii) our annualized TSR performance, at the conclusion of the performance period, a number of TSR Performance Units ranging from 0% to 250% of the total number of TSR Performance Units granted will become earned. If the Company’s annualized absolute TSR performance falls between the levels specified in the chart above, the percentage of TSR Performance Units that will be earned will be determined using straight-line interpolation between such levels. No payout will be earned if the Company’s TSR rank and annualized performance is below the threshold level. The Compensation Committee applied a modifier which allows a payout in the event absolute TSR is negative. The modifier is designed to incentivize both absolute and relative shareholder value creation, i.e., to drive performance for the best possible stock price performance in both a down market and an exceptionally good market regardless of our ranking against our peers. The earned TSR Performance Units are subject to three-year cliff vesting on January 25, 2027, subject to continued employment through the vesting date. Pursuant to Mr. Childers’ Retention Agreement, in the event of a qualifying retirement the award will remain outstanding through the vesting date and be paid based on actual performance (see “Agreements with Executive Officers – CEO Retention Agreement”). In addition, the award is subject to accelerated vesting as described below under “Potential Payments upon Termination or Change of Control”. Each earned TSR Performance Unit is payable as a share of common stock upon vesting. The award includes tandem DERs which are accrued during the performance period and paid based on the number of units earned and vested. 2022 Performance Units. In 2022, our Compensation Committee awarded performance units to our Named Executive Officers measured over the period of January 1, 2022 through December 31, 2024 (the “2022 Performance Units”) based on the following performance criteria:

  178. LONG-TERM INCENTIVE COMPENSATION

    | ● | total stockholder return (the “2022 TSR Performance Units”), the payment of which was based on our stock price performance relative to our 2022 peer group at the conclusion of the performance period. Archrock ranked 1st among the 10 other companies included in the comparison (reduced from 14 companies due to mergers and acquisitions). Based on this result, our Compensation Committee determined that the 2022 TSR Performance Units were payable at 200% of target. |

  179. LONG-TERM INCENTIVE COMPENSATION

    | ● | cash available for dividend (the “2022 CAD Performance Units”), the payment of which was based on the cumulative cash available for dividend measured for the three-year performance period. The Compensation Committee reviewed cumulative cash available for dividend, adjusted for all major corporate transactions during the performance period, resulting in $752 million. With results exceeding maximum performance, our Compensation Committee determined that the 2022 CAD Performance Units were payable at 200% of target. |

  180. LONG-TERM INCENTIVE COMPENSATION

    | ● | leverage (the “2022 Leverage Performance Units”), the payment of which was based on the ratio of (a) total indebtedness as of the performance period end to (b) EBITDA (earnings before interest, taxes, depreciation and amortization) for the period of four consecutive fiscal quarters most recently ended. The Compensation Committee reviewed leverage, adjusted for all major corporate transactions during the performance period, resulting in 2.9x. With results exceeding maximum performance, our Compensation Committee determined that the 2022 Leverage Performance Units were payable at 200% of target. |

  181. LONG-TERM INCENTIVE COMPENSATION

    The following chart provides the number of 2022 Performance Units awarded and earned and paid based on actual performance. Each earned 2022 TSR Performance Unit was settled as a share of common stock and cash dividends accrued over the performance period were paid based on the number of units earned. Each earned 2022 CAD and Leverage Performance Unit was settled in cash and cash dividends accrued over the performance period were paid based on the number of units earned.

  182. LONG-TERM INCENTIVE COMPENSATION

    | | 2022 TSR Performance Units | | 2022 CAD Performance Units | | 2022 Leverage Performance Units | | | Name | Payable at Target | Paid Based on Performance | Payable at Target | Paid Based on Performance | Payable at Target | Paid Based on Performance | | Childers | 107,014 | 214,028 | 53,507 | 107,514 | 53,507 | 107,014 | | Aron | 35,671 | 71,342 | 17,835 | 35,670 | 17,835 | 35,670 | | Hildebrandt | 21,403 | 42,806 | 10,701 | 21,402 | 10,701 | 21,402 | | Ingersoll | 15,457 | 30,914 | 7,728 | 15,456 | 7,728 | 15,456 | | Thode | 15,457 | 30,914 | 7,728 | 15,456 | 7,728 | 15,456 |

  183. LONG-TERM INCENTIVE COMPENSATION

    Vesting of LTI Awards. All annual awards granted to employees, including our Named Executive Officers, include a minimum three-year vesting period. Upon a Termination Due to Death or Disability. The award agreements for all outstanding equity awards provide that, upon a termination due to death or disability, the award will accelerate in full. Upon a Change of Control. The award agreements for all outstanding equity awards are structured as “double trigger” arrangements, that is, they provide that no portion of the award shall be subject to accelerated vesting solely upon a change of control. Instead, such awards will be subject to accelerated vesting only in the event of termination of employment by the Company without cause or by the executive for good reason six months prior to or within 18 months following a change of control. In both instances, performance units will accelerate (a) in full based on the achievement of the applicable performance measures if such achievement has been or can be determined by our Compensation Committee in good faith or (b) if our Compensation Committee cannot reasonably determine the achievement percentage, then achievement at the target performance level. With respect to Mr. Childers, see also “Agreements with Executive Officers – CEO Retention Agreement.”

  184. 2025 COMPENSATION PROGRAM

    | ● | As previously stated, the 2025 long-term incentive awards (“2025 LTI Awards”) place greater emphasis on performance-based equity with an equal weighting of 50% time-based and 50% performance-based long-term incentive awards, replacing the previous 60%/40% mix. |

  185. 2025 COMPENSATION PROGRAM

    | ● | Leverage is removed as a performance metric under the 2025 LTI Awards. While the Company continues to remain focused on leverage, the Compensation Committee determined that CAD and TSR are sufficient to support and assess our longer-term operational results. |

  186. COMPENSATION-RELATED POLICIES

    COMPENSATION-RELATED POLICIES Stock Ownership Requirements. Our Compensation Committee believes that stock ownership requirements closely align our Named Executive Officers’ interests with those of our stockholders by ensuring they hold a meaningful ownership stake in our Company. Our Chief Executive Officer is required to hold an aggregate amount of our common stock with a market value of at least five times his annual base salary (two times annual base salary in the case of our other Named Executive Officers) within five years of becoming a Named Executive Officer. Until the ownership requirement is met, the Named Executive Officer is prohibited from selling equity in the open market without the consent of the Compensation Committee. Ownership is based on direct ownership and unvested restricted stock or restricted stock units (time-vested) held by the executive; unearned performance units are not used to calculate ownership. Our Compensation Committee reviews the stock ownership of our Named Executive Officers annually as of June 30. As of the date of this Proxy Statement, all Named Executive Officers were in compliance with the guidelines. Securities Trading Policy and Prohibition on Hedging and Pledging. Our Securities Trading Policy prohibits all employees and directors from engaging in insider trading and from entering into any transaction designed to hedge or offset any decrease in the market value of our equity securities, including purchasing financial instruments (such as variable forward contracts, equity swaps, collars or exchange funds), or otherwise trading in market options (such as puts or calls), warrants, or other derivative instruments of our equity securities. In addition, our Named Executive Officers and directors may not pledge, hypothecate or otherwise encumber shares of the Company’s common stock as collateral for indebtedness. The policy also establishes guidelines for the designation of key employees who are subject to quarterly trading blackouts. Executive Compensation Recovery. The Company adopted a clawback policy effective as of October 2, 2023, in compliance with New York Stock Exchange listing rules. The clawback policy requires the recovery of erroneously awarded incentive-based compensation received by Officers in the three completed fiscal years immediately preceding the date on which the Board concludes or reasonably should have concluded that the Company is required to prepare an accounting restatement due to the noncompliance of the Company with any financial reporting requirement under securities laws. For this purpose, “Officers” include Mmes. Henderson and Hildebrandt and Messrs. Aron, Childers, Ingersoll and Thode and would include any executive officer (as defined in Rule 10D-1(d) of the Exchange Act) during the applicable three-year period. Additionally, “incentive-based compensation” generally means all bonuses and other incentive and equity compensation (including, but not limited to, stock options), the amount, payment and/or vesting of which was calculated based on such restated financial reporting measures. Our policy provides for recovery of erroneously awarded incentive-based compensation through various means, including direct reimbursement by the Officer; recovery of any gain realized on the vesting, exercise, settlement, sale, transfer of other disposition of equity; an offset from any other compensation owed to the Officer; cancellation of outstanding vested or unvested equity or incentive awards (including service-based awards) held by the Officer; and any other means in the discretion of the Compensation Committee. Each Officer has acknowledged that he or she agrees to be bound by the terms of and comply with the Company’s clawback policy.

  187. TAX AND ACCOUNTING CONSIDERATIONS

    TAX AND ACCOUNTING CONSIDERATIONS Section 162(m) of the Code. Section 162(m) of the Code generally disallows the deductibility of certain compensation expenses in excess of $1,000,000 to certain executive officers within a fiscal year. To maintain flexibility in compensating the Company’s executive officers in a manner designed to promote achievement of corporate goals, retention and recruitment, the Compensation Committee has not adopted a policy requiring all compensation to be tax deductible and expects that the deductibility of certain compensation paid will be limited by Section 162(m). Section 280G of the Code. Section 280G of the Code disallows a tax deduction for excess parachute payments to certain executives of companies that undergo a change of control. In addition, Section 4999 of the Code imposes a 20% excise tax on the individual with respect to the excess parachute payment. Parachute payments are compensation linked to or triggered by a change of control and may include, but are not limited to, bonus payments, severance payments, certain fringe benefits, and payments and acceleration of vesting from LTI plans including stock options and other equity-based compensation. Excess parachute payments are parachute payments that exceed a threshold determined under Section 280G of the Code based on the executive’s average prior compensation. We prohibit tax gross-ups on income attributable to change of control agreements and other executive benefit agreements, which is discussed further in “Potential Payments upon Termination or Change of Control”. Accounting for Stock-Based and Unit-Based Compensation. We have followed Financial Accounting Standards Board Accounting Standards Codification 718, “Stock Compensation” (“ASC 718”) in accounting for stock-based and unit-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their stock-based and unit-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their stock-based and unit-based awards in their income statements over the period that an employee is required to render service in exchange for the award. We expect that we will regularly consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our stock incentive plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

  188. SUMMARY COMPENSATION

    | Name and Title | Year | Salary ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | D. Bradley Childers | 2024 | 913,462 | 5,479,375 | 2,042,019 | 77,808 | 8,512,663 | | President and Chief | 2023 | 875,000 | 5,211,360 | 1,859,375 | 75,000 | 8,020,736 | | Executive Officer | 2022 | 849,760 | 4,879,884 | 1,400,000 | 62,988 | 7,192,632 | | Douglas S. Aron | 2024 | 580,769 | 2,082,163 | 934,772 | 70,946 | 3,668,650 | | Senior Vice President and | 2023 | 538,462 | 1,925,922 | 823,846 | 55,600 | 3,343,830 | | Chief Financial Officer | 2022 | 490,769 | 1,626,606 | 573,533 | 52,511 | 2,743,458 | | Stephanie C. Hildebrandt | 2024 | 526,923 | 1,424,638 | 706,754 | 61,802 | 2,720,117 | | Senior Vice President, | 2023 | 488,462 | 1,246,179 | 622,788 | 48,695 | 2,406,124 | | General Counsel and Secretary | 2022 | 443,077 | 975,968 | 485,435 | 46,132 | 1,950,612 | | Jason G. Ingersoll | 2024 | 448,077 | 1,041,081 | 580,246 | 42,691 | 2,112,095 | | Senior Vice President, | 2023 | 413,462 | 849,651 | 536,467 | 40,456 | 1,840,035 | | Sales and Operations Support | 2022 | 371,538 | 704,848 | 484,328 | 35,594 | 1,596,308 | | Eric W. Thode | 2024 | 448,077 | 1,041,081 | 598,554 | 52,915 | 2,140,627 | | Senior Vice President, | 2023 | 413,462 | 849,651 | 514,011 | 40,603 | 1,817,727 | | Operations | 2022 | 371,538 | 704,848 | 398,602 | 38,765 | 1,513,753 |

  189. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table shows the short- and long-term incentive plan awards granted to the Named Executive Officers in 2024.

  190. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock Awards ($) (4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Childers | | — | 1,141,927 | 2,283,854 | | | | | | | | 1/25/2024 | | | | — | 62,500 | 125,000 | | 1,000,000 | | | 1/25/2024 | | | | — | 62,500 | 156,250 | | 1,479,375 | | | 1/25/2024 | | | | | | | 187,500 | 3,000,000 | | Aron | | — | 522,692 | 1,045,384 | | | | | | | | 1/25/2024 | | | | — | 23,750 | 47,500 | | 380,000 | | | 1/25/2024 | | | | — | 23,750 | 59,375 | | 562,163 | | | 1/25/2024 | | | | | | | 71,250 | 1,140,000 | | Hildebrandt | | — | 395,192 | 790,384 | | | | | | | | 1/25/2024 | | | | — | 16,250 | 32,500 | | 260,000 | | | 1/25/2024 | | | | — | 16,250 | 40,625 | | 384,638 | | | 1/25/2024 | | | | | | | 48,750 | 780,000 | | Ingersoll | | — | 336,058 | 672,116 | | | | | | | | 1/25/2024 | | | | — | 11,875 | 23,750 | | 190,000 | | | 1/25/2024 | | | | — | 11,875 | 29,688 | | 281,081 | | | 1/25/2024 | | | | | | | 35,625 | 570,000 | | Thode | | — | 336,058 | 672,116 | | | | | | | | 1/25/2024 | | | | — | 11,875 | 23,750 | | 190,000 | | | 1/25/2024 | | | | — | 11,875 | 29,688 | | 281,081 | | | 1/25/2024 | | | | | | | 35,625 | 570,000 |

  191. GRANTS OF PLAN-BASED AWARDS

    | (1) The amounts in these columns show the range of potential payouts under the 2024 Incentive Program. The actual payouts under the plan were determined in February 2025 and paid in March 2025, and are included in the Summary Compensation table for 2024. |

  192. GRANTS OF PLAN-BASED AWARDS

    | (2) The amounts in these columns show the range of potential payouts of performance units awarded under the 2020 Stock Incentive Plan and cliff vest at the conclusion of a three-year performance period, subject to continued employment. “Target” is 100% of the number of 2024 performance units awarded. “Threshold” is the lowest possible payout (0% of the grant), and “Maximum” is the highest possible payout (200% - 250% of the grant). The entries include (a) CAD and Leverage Performance Units, which are combined in the chart with each performance objective weighted at 50% of the total award (cash settled) and (b) TSR Performance Units (stock settled). See also “Long-Term Incentive Compensation – 2024 Performance-Based LTI Awards” for more information regarding these awards. |

  193. GRANTS OF PLAN-BASED AWARDS

    | (3) Shares of restricted stock awarded under the 2020 Stock Incentive Plan that vest one-third per year over a three-year period, subject to continued service through each vesting date. |

  194. GRANTS OF PLAN-BASED AWARDS

    | (4) The grant date fair value of performance units (at target) and restricted stock is calculated in accordance with ASC 718. For a discussion of valuation assumptions, see Note 20 (Stock-Based Compensation) to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  195. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The following table shows our Named Executive Officers’ equity awards and equity-based awards denominated in our common stock outstanding at December 31, 2024.

  196. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | | Stock Awards (1) | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($) (3) | | Childers | 489,843 | 12,192,192 | 107,014 (4) | 2,663,578 | | | | | 97,664 (5) | 2,430,857 | | | | | 62,500 (6) | 1,555,625 | | | | | 107,015 (7) | 2,663,603 | | | | | 97,664 (8) | 2,430,857 | | | | | 62,500 (9) | 1,555,625 | | Aron | 179,107 | 4,457,973 | 35,670 (4) | 887,826 | | | | | 36,092 (5) | 898,330 | | | | | 23,750 (6) | 591,138 | | | | | 35,671 (7) | 887,851 | | | | | 36,093 (8) | 898,355 | | | | | 23,750 (9) | 591,138 | | Hildebrandt | 116,860 | 2,908,645 | 21,402 (4) | 532,696 | | | | | 23,354 (5) | 581,281 | | | | | 16,250 (6) | 404,463 | | | | | 21,403 (7) | 532,721 | | | | | 23,354 (8) | 581,281 | | | | | 16,250 (9) | 404,463 | | Ingersoll | 82,928 | 2,064,078 | 15,456 (4) | 384,700 | | | | | 15,992 (5) | 396,299 | | | | | 11,875 (6) | 295,569 | | | | | 15,457 (7) | 384,725 | | | | | 15,923 (8) | 396,323 | | | | | 11,875 (9) | 295,569 | | Thode | 82,928 | 2,064,078 | 15,456 (4) | 384,700 | | | | | 15,922 (5) | 396,299 | | | | | 11,875 (6) | 295,569 | | | | | 15,457 (7) | 384,725 | | | | | 15,923 (8) | 396,323 | | | | | 11,875 (9) | 295,569 |

  197. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (1) No options were outstanding at December 31, 2024. |

  198. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (2) Includes shares of restricted stock that vest at the rate of one-third per year beginning on the initial vesting date shown below, subject to continued service through each vesting date. |

  199. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Name | Unvested Shares | Initial Vesting Date | | Childers | 107,015 | 1/25/23 | | | 195,328 | 1/25/24 | | | 187,500 | 1/25/25 | | Aron | 35,671 | 1/25/23 | | | 72,186 | 1/25/24 | | | 71,250 | 1/25/25 |

  200. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Name | Unvested Shares | Initial Vesting Date | | Hildebrandt | 21,402 | 1/25/23 | | | 46,708 | 1/25/24 | | | 48,750 | 1/25/25 | | Ingersoll | 15,457 | 1/25/23 | | | 31,846 | 1/25/24 | | | 35,625 | 1/25/25 | | Thode | 15,457 | 1/25/23 | | | 31,846 | 1/25/24 | | | 35,625 | 1/25/25 |

  201. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (3) Based on the market closing price of our common stock on December 31, 2024: $24.89. |

  202. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (4) Unearned 2022 CAD Performance and Leverage Units that cliff vested on January 25, 2025, subject to continued service through the vest date. Amounts shown are the number of units awarded at target performance. The number of actual units paid were determined by our Compensation Committee following the conclusion of the three-year performance period, January 1, 2022 through December 31, 2024. |

  203. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (5) Unearned 2023 CAD Performance and Leverage Units that cliff vest on January 25, 2026, subject to continued service through the vest date. Amounts shown are the number of units awarded at target performance. The number of actual units paid will be determined by our Compensation Committee following the conclusion of the three-year performance period, January 1, 2023 through December 31, 2025. |

  204. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (6) Unearned 2024 CAD Performance and Leverage Units that cliff vest on January 25, 2027, subject to continued service through the vest date. Amounts shown are the number of units awarded at target performance. The number of actual units paid will be determined by our Compensation Committee following the conclusion of the three-year performance period, January 1, 2024 through December 31, 2026. |

  205. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (7) Unearned 2022 TSR Performance Units that cliff vested on January 25, 2025, subject to continued service through the vest date. Amounts shown are the number of units awarded at target performance. The number of actual units paid were determined by our Compensation Committee following the conclusion of the three-year performance period, January 1, 2022 through December 31, 2024. |

  206. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (8) Unearned 2023 TSR Performance Units that cliff vest on January 25, 2026, subject to continued service through the vest date. Amounts shown are the number of units awarded at target performance. The number of actual units paid will be determined by our Compensation Committee following the conclusion of the three-year performance period, January 1, 2023 through December 31, 2025. |

  207. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | (9) Unearned 2024 TSR Performance Units that cliff vest on January 25, 2027, subject to continued service through the vest date. Amounts shown are the number of units awarded at target performance. The number of actual units paid will be determined by our Compensation Committee following the conclusion of the three-year performance period, January 1, 2024 through December 31, 2026. |

  208. STOCK VESTED

    STOCK VESTED The following table shows the value realized by the Named Executive Officers upon the vesting of equity awards covering our common stock during 2024. No stock options were outstanding or exercised during 2024.

  209. STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares and Units Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Childers | 461,789 | 8,295,310 | | Aron | 140,744 | 2,495,152 | | Hildebrandt | 98,038 | 1,756,568 | | Ingersoll | 69,004 | 1,236,736 | | Thode | 69,004 | 1,236,736 |

  210. STOCK VESTED

    | (1) Includes our restricted stock and stock- and cash-settled performance units that vested during 2024. |

  211. STOCK VESTED

    | (2) The value realized for vested awards was determined by multiplying the fair market value of our common stock (the market closing price of our common stock on the vesting date) by the number of shares or units that vested, plus dividend equivalents attributable to the 2021 Performance Units, which were accrued over the three-year performance and vesting period and paid upon vesting, in the amount of $323,048 for Mr. Childers, $86,668 for Mr. Aron, $66,969 for Ms. Hildebrandt, $47,270 for Mr. Ingersoll and $47,270 for Mr. Thode. Shares and units vested on various dates throughout the year; therefore, the value listed represents the aggregate value of all shares and units that vested for each Named Executive Officer in 2024. |

  212. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The following table shows the Named Executive Officers’ compensation for 2024 under our nonqualified deferred compensation plan.

  213. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last Fiscal Year ($) | Company Contributions in Last Fiscal Year ($) (1) | Aggregate Earnings/ (Losses) in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Childers | 54,808 | 58,833 | 212,136 | — | 1,396,580 | | Aron | 47,946 | 51,971 | 66,215 | — | 595,312 | | Hildebrandt | 38,802 | 42,827 | 51,409 | — | 395,262 | | Ingersoll | 19,691 | 23,716 | 40,627 | — | 309,443 | | Thode | 48,104 | 33,940 | 28,509 | — | 291,889 |

  214. NONQUALIFIED DEFERRED COMPENSATION

    | (1) The amounts in this column represent Company contributions to each Named Executive Officer’s Deferred Compensation Plan account earned in 2024 but paid in the first quarter of 2025. These amounts are included in “All Other Compensation” in the Summary Compensation table for 2024 and in “Aggregate Balance at Last Fiscal Year End” in this table. |

  215. NONQUALIFIED DEFERRED COMPENSATION

    Under our Deferred Compensation Plan, eligible employees are permitted to defer receipt of up to 90% of their base salary and bonus. We also make certain employer matching contributions designed to serve as a make-up for the portion of the employer matching contributions that cannot be made under our 401(k) Plan due to Code limits. The amounts deferred under each participant’s Deferred Compensation Plan account are deemed to be invested in investment alternatives chosen by the participant from a range of choices established by the plan administrator. The balances of participant accounts are adjusted to reflect the gains or losses that would have been obtained if the participant contributions had actually been invested in the applicable investment alternatives. Participants may elect to defer the distribution of their account balances until the occurrence of a specified future date or event, including: (a) a future date while the participant is employed by us, as specified by the participant, (b) the participant’s separation from service (within the meaning of Section 409A of the Code), including due to death, or (c) the participant’s disability. Participants may also elect whether to receive distributions of their account balances in a single lump-sum amount or in annual installments to be paid over a period of two to ten years. Payment of a participant’s account will be made or commence, as applicable, as follows:

  216. NONQUALIFIED DEFERRED COMPENSATION

    | ● | for lump sum payments, on the earlier of: (x) in the case of a specified in-service date, January 1 of such year and (y) in the case of a separation from service or disability, the date of the participant’s separation of service or, if earlier, disability and |

  217. NONQUALIFIED DEFERRED COMPENSATION

    | ● | for installment payments, the earlier of: (x) in the case of a specified in-service date, January 1 of such year and (y) in the case of a separation from service or disability, January 1 of the calendar year immediately following the date of the participant’s separation of service or, if earlier, disability. |

  218. NONQUALIFIED DEFERRED COMPENSATION

    The Deferred Compensation Plan is administered by our Compensation Committee. The Deferred Compensation Plan is an unfunded plan for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended. We have established a “rabbi trust” to satisfy our obligations under the Deferred Compensation Plan.

  219. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The following table shows the potential payments to the Named Executive Officers upon a theoretical termination of employment or change of control (as applicable) occurring on December 31, 2024. The amounts shown are, as applicable, based on each Named Executive Officer’s annual base salary and assumes an Archrock common stock value of $24.89 per share, the December 31, 2024 market closing price. The actual amount paid out to an executive upon an actual termination or change of control can only be determined at the time of such event.

  220. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | Name | Termination Due to Death or Disability ($) (1) | Termination Without Cause or Resignation with Good Reason ($) (2) | Change of Control Without a Qualifying Termination ($) (3) | Change of Control with a Qualifying Termination ($) (3) | | D. Bradley Childers | | | | | | Cash Severance | — | 3,237,500(4) | — | 7,400,001(5) | | Restricted Stock (6) | 12,192,192 | 6,650,085 | — | 12,192,192 | | Performance Awards (7) | 13,300,146 | 9,605,408 | — | 13,300,146 | | Other Benefits (8) | — | 23,842 | — | 203,299 | | Total Pre-Tax Benefit | 25,492,338 | 19,516,835 | — | 33,095,637 | | Douglas S. Aron | | | | | | Cash Severance | — | 1,652,000(4) | — | 2,773,000(5) | | Restricted Stock (6) | 4,457,973 | 2,377,343 | — | 4,457,973 | | Performance Awards (7) | 4,754,637 | 3,367,559 | — | 4,754,637 | | Other Benefits (8) | — | 18,831 | — | 161,265 | | Total Pre-Tax Benefit | 9,212,610 | 7,415,733 | — | 12,146,876 | | Stephanie C. Hildebrandt | | | | | | Cash Severance | — | 1,337,500(4) | — | 2,273,750(5) | | Restricted Stock (6) | 2,908,645 | 1,518,439 | — | 2,908,645 | | Performance Awards (7) | 3,036,094 | 2,110,100 | — | 3,036,904 | | Other Benefits (8) | — | 29,365 | — | 144,111 | | Total Pre-Tax Benefit | 5,945,549 | 4,995,404 | — | 8,363,410 | | Jason G. Ingersoll | | | | | | Cash Severance | — | 1,137,500(4) | — | 1,933,750(5) | | Restricted Stock (6) | 2,064,078 | 1,076,617 | — | 2,064,078 | | Performance Awards (7) | 2,153,184 | 1,494,885 | — | 2,153,184 | | Other Benefits (8) | — | 26,048 | — | 157,926 | | Total Pre-Tax Benefit | 4,217,262 | 3,735,050 | — | 6,308,938 | | Eric W. Thode | | | | | | Cash Severance | — | 1,137,500(4) | — | 1,933,750(5) | | Restricted Stock (6) | 2,064,078 | 1,076,617 | — | 2,064,078 | | Performance Awards (7) | 2,153,184 | 1,494,885 | — | 2,153,184 | | Other Benefits (8) | — | 26,048 | — | 193,988 | | Total Pre-Tax Benefit | 4,217,262 | 3,735,050 | — | 6,345,000 |

  221. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (1) “Disability” is defined in the 2020 Stock Incentive Plan. |

  222. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (2) “Cause” and “Good Reason” are defined in the severance benefit agreements. |

  223. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (3) “Qualifying Termination” is defined in the change of control agreements. No payments may be made in the event of a change of control absent a Qualifying Termination. |

  224. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (4) If the executive had been terminated without Cause or resigned with Good Reason on December 31, 2024, under the executive’s severance benefit agreement his or her cash severance would consist of (a) the sum of the executive’s base salary and target annual incentive opportunity (calculated as a percentage of annual base salary for 2024), plus (b) the executive’s target annual incentive opportunity (calculated as a percentage of annual base salary for 2024). |

  225. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (5) If the Company consummated a change of control that was followed by the executive’s Qualifying Termination on December 31, 2024, under the executive’s change of control agreement his or her cash severance would consist of (a) two times (three times for Mr. Childers) the sum of the executive’s base salary and target annual incentive opportunity (calculated as a percentage of annual base salary for 2024), plus (b) the executive’s target annual incentive opportunity (calculated as a percentage of his or her annual base salary for 2024). |

  226. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (6) Represents the value of the accelerated vesting of the executive’s unvested restricted stock based on the December 31, 2024 closing price of our common stock. |

  227. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (7) Represents the value of the accelerated vesting of the executive’s unvested performance awards based on the December 31, 2024 market closing price of our common stock. |

  228. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (8) Represents each Named Executive Officer’s right to the payment, as applicable, of (a) in the event of a termination without Cause or voluntary resignation for Good Reason, a lump sum payment comprised of the executive’s medical benefit premiums for a one year period and the amount of the administrative fee assessed under COBRA, or (b) in the event of a Qualifying Termination in connection with a change of control, a lump sum payment comprised of the executive’s medical benefit premiums for a two year period, the amount of the administrative fee assessed under COBRA and two times the Company contributions for the preceding 24 months under the 401(k) Plan and deferred compensation plan. |

  229. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Childers, our Chief Executive Officer. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner that is intended to be consistent with Item 402(u) of Regulation S-K. Mr. Childers had an annual total compensation of $8,512,663 in 2024 as reflected in the “Total” column of our Summary Compensation table included in this Proxy Statement. With respect to the annual total compensation of the median employee, we identified and calculated the elements of such employee’s compensation for 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation for 2024 of $130,462. As a result, we estimate that Mr. Childers’ 2024 annual total compensation was approximately 65 times that of the median of the annual total compensation of all of our employees (other than the CEO). Archrock has elected to identify its median employee every three years unless there is a significant change in employee population or employee compensation arrangements. In determining the median employee, Archrock prepared a listing of all employees (including full-time, part-time, seasonal and temporary employees) as of December 31, 2023 and the total compensation of each such employee for fiscal year 2024. The median employee was selected from this list and did not change for 2024. Our Compensation Committee believes this is reasonable on the basis there has been no significant change in its employee population, employee compensation arrangements, or the compensation of the median employee. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  230. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO NEOs and Company performance for the fiscal years listed below. Our Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. Please refer to the Compensation Discussion and Analysis for the complete discussion as to how pay was determined.

  231. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table (“SCT”) Total for Childers (PEO) (1) ($) | Compensation Actually Paid to Childers (PEO) (1,2,3) ($) | Average SCT Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1,2,3) ($) | Value of Initial Fixed $100 Investment Based On: (4) | | Net Income ($MM) | Adjusted EBITDA (5) ($MM) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | 8,512,663 | 30,716,520 | 2,660,372 | 7,648,864 | 338 | 212 | 172 | 595 | | 2023 | 8,020,736 | 17,142,980 | 2,351,929 | 4,321,844 | 202 | 147 | 105 | 450 | | 2022 | 7,192,632 | 7,318,092 | 1,951,033 | 1,976,804 | 112 | 129 | 44 | 363 | | 2021 | 6,609,272 | 3,716,961 | 1,708,806 | 1,212,821 | 87 | 106 | 28 | 326 | | 2020 | 6,123,248 | 6,701,111 | 1,466,445 | 1,427,338 | 94 | 77 | (68) | 415 |

  232. PAY VERSUS PERFORMANCE

    | (1) Mr. Childers was our PEO for each year presented. The individuals comprising the non-PEO NEOs for each year presented are: Ms. Hildebrandt and Messrs. Aron, Ingersoll and Thode. |

  233. PAY VERSUS PERFORMANCE

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s Named Executive Officers. These amounts reflect the SCT Total with certain adjustments as described in footnote 3 below. |

  234. PAY VERSUS PERFORMANCE

    | (3) “Compensation Actually Paid” reflects the exclusions and inclusions of certain amounts for the PEO and the non-PEO NEOs as set forth below. Equity values are calculated in accordance with ASC Topic 718. Amounts under Exclusion of Stock Awards are the totals from the Stock Awards column set forth in the SCT. |

  235. PEO – Mr. Childers

    | Year | SCT Total for PEO ($) | Exclusion of Equity Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 8,512,663 | (5,479,375) | 27,683,232 | 30,716,520 | | 2023 | 8,020,736 | (5,211,360) | 14,333,604 | 17,142,980 | | 2022 | 7,192,632 | (4,879,884) | 5,005,344 | 7,318,092 | | 2021 | 6,609,272 | (4,375,869) | 1,483,558 | 3,716,961 | | 2020 | 6,123,248 | (4,245,524) | 4,823,387 | 6,701,111 |

  236. NON-PEO NEOs – Ms. Hildebrandt and Messrs. Aron, Ingersoll and Thode

    | Year | Average Summary SCT ($) | Average Exclusion of Equity Awards ($) | Average Inclusion of Equity Values ($) | Average Compensation Actually Paid ($) | | 2024 | 2,660,372 | (1,397,241) | 6,385,733 | 7,648,864 | | 2023 | 2,351,929 | (1,217,851) | 3,187,765 | 4,321,844 | | 2022 | 1,951,033 | (1,003,068) | 1,028,839 | 1,976,804 | | 2021 | 1,708,806 | (840,462) | 344,477 | 1,212,821 | | 2020 | 1,466,445 | (769,493) | 730,386 | 1,427,338 |

  237. NON-PEO NEOs – Ms. Hildebrandt and Messrs. Aron, Ingersoll and Thode

    | (5) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and other Named Executive Officers in 2024. |

  238. Relationship Between PEO and Other NEO Compensation Actually Paid and Company TSR

    Relationship Between PEO and Other NEO Compensation Actually Paid and Company TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, the Company’s cumulative TSR, and the peer group’s cumulative TSR over the five most recently completed fiscal years.

  239. Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income

    Relationship Between PEO and Other NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO NEOs, and our Net Income during the five most recently completed fiscal years.

  240. Relationship Between PEO and Other NEO Compensation Actually Paid and Company-Selected Measure

    Relationship Between PEO and Other NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other Named Executive Officers, and our Adjusted EBITDA during the five most recently completed fiscal years.