DEF 14A of APA Corp, Apr 12, 2024

DEF 14A of APA Corp

Filed Apr 12, 2024 · FY20230001193125-24-094013

Open on EDGAR

  1. Summary Information about Our Nominees

    Summary Information about Our Nominees

  2. Summary Information about Our Nominees

    | | | | | | | | | | | | | | | | | Director Nominees | Independent | Years on Board | Age | Other Public Boards | Industry | Global | Financial Reports/ M&A | Risk Management | Environmental | Human Capital | Governance / Ethics | Leadership | Technology / Cybersecurity | Operations | | Annell R. Bay | ● | 10 | 68 | 1 | ● | ● | | ● | ● | ● | ● | ● | | ● | | Matthew R. Bob | ● | – | 67 | – | ● | ● | ● | | | | ● | CEO | | ● | | John J. Christmann IV | | 9 | 57 | – | ● | ● | ● | ● | ● | ● | ● | CEO | ● | ● | | Juliet S. Ellis | ● | 5 | 65 | 1 | | ● | ● | ● | | ● | ● | ● | | | | Charles W. Hooper | ● | 2 | 66 | 1 | | ● | | ● | | ● | ● | ● | ● | | | Chansoo Joung | ● | 13 | 64 | – | ● | ● | ● | ● | | | ● | ● | ● | | | H. Lamar McKay | ● | 3 | 65 | 1 | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Peter A. Ragauss | ● | 9 | 66 | 1 | ● | ● | ● | ● | | ● | ● | CFO | ● | ● | | David L. Stover | ● | 2 | 66 | – | ● | ● | ● | ● | ● | ● | ● | CEO | ● | ● | | Anya Weaving | ● | – | 47 | – | ● | ● | ● | ● | ● | | ● | CFO | | | | | 90% | Avg: 5.4 | Avg: 63 | | | | | | | | | | | |

  3. Summary Information about Our Nominees

    | Strategic | Portfolio | | Industry Experience | Exploration and production experience is critical to oversight of APA’s core operations | | | | | Global Experience | International expertise supports APA’s global footprint, which includes the United States, Egypt’s Western Desert, the United Kingdom’s North Sea, and Suriname | | | Financial | | Financial Reporting/ Accounting/M&A | Familiarity with executing transactions and financial reporting matters helps APA focus on delivering long-term, full cycle returns through effective capital allocation and contributes to audit and reporting oversight | | | | | Risk Management/ Compliance | Experience in managing risk and compliance allows the full Board and specific committees to meet their stated oversight responsibilities | | | Sustainability | | Environmental | This oversight experience supports APA’s commitment to environmental stewardship | | | | | Human Capital Management | With a significant number of employees worldwide, experience in engaging, developing, and retaining talent is key to APA’s long-term success | | | | | Corporate Governance/Ethics | Understanding of corporate governance trends and best practices allows APA to continue meeting and exceeding the evolving expectations of our stakeholders | | Core | Competencies | | Executive/Senior Leadership | Senior leadership expertise allows our Board to provide effective oversight of and support to our management team across a variety of challenging and complex matters | | | | | Engineering/Tech/ Cybersecurity | Engineering and technology expertise encourages APA to take a differentiated approach to exploration and production, while cybersecurity expertise helps to protect these efforts | | | | | Operations | Operational expertise supports our relentless focus on costs and performance excellence, which allows APA to deliver top tier returns to our shareholders |

  4. Summary Information about Our Nominees

    | 2024 Proxy Statement | 13 |

  5. Nominees for Election as Directors

    Nominees for Election as Directors

  6. Nominees for Election as Directors

    | Age: 68 Director Since: May 2014 APA Committees: – CRG&N, Chair – MD&C Other Public Company Boards: – Hunting PLC | ANNELL R. BAY Reasons for Nomination to Our Board • With her extensive experience in the global oil and gas industry, Ms. Bay brings critical expertise and oversight of the Company’s strategic exploration and operations projects around the world. • Ms. Bay’s relationships with some of the world’s top academic and industry-focused institutions provide APA with rare insight into the latest scientific developments, allowing us to maintain our competitive advantage. • As a member of public company boards in two countries with vastly different governance regulatory regimes, Ms. Bay brings unique governance perspective and understanding of emerging best practices to the Board. • Having served as Chair of our CRG&N Committee and a member of our MD&C Committee, Ms. Bay has been a driving force behind APA’s approach to sustainability leadership and engagement. Additional Leadership Experience and Service • Advisory board member, Jackson School of Geosciences, University of Texas at Austin • Trustee, Trinity University • Former board member of Verisk Analytics, Inc. Career Highlights Marathon Oil Corporation, 2008-2014 • Vice President, Global Exploration • Senior Vice President, Exploration Shell Exploration and Production Company, 2004-2008 • Vice President, Americas Exploration Kerr-McGee Oil and Gas Corporation (and Oryx Energy prior to merger), 1988-2004 • Vice President, Worldwide Exploration • Vice President, North America Exploration | | Age: 67 Director Since: April 2024 APA Committees: – None (expected to be appointed to Audit and CRG&N) Other Public Company Boards: – None | MATTHEW R. BOB Reasons for Nomination to Our Board • With his extensive executive and operational experience with U.S. onshore oil and gas companies, including oversight of E&P operations in Texas, Mr. Bob provides important insights into the Company’s onshore operations. • Mr. Bob has deep knowledge and demonstrated subsurface technical expertise applicable to the E&P industry and experience as an organizational leader. • Having spent the last ten years as a member of the board of directors of Callon Petroleum Company has provided him exposure to different segments of the energy industry as well as governance insights and will provide the Board with valuable insight and knowledge on the combined company’s business. Additional Experience and Qualifications • National Association of Corporate Directors Board Certified • Registered Geoscientist Career Highlights Callon Petroleum Company, 2014-2024 • Independent director and board chair prior to the company’s acquisition by APA MB Exploration, LLC, 1994-present • Founder and managing member of the privately held company providing E&P advisory services SouthCross Energy Partners LLC, 2020-2022 • Former independent director of natural gas processing and transportation company in South Texas Eagle Oil & Gas Co., 2014-2022 • President of the privately held, independent oil and gas company |

  7. Nominees for Election as Directors

    | 14 | APA Corporation |

  8. Nominees for Election as Directors

    | Chief Executive Officer Age: 57 Director Since: January 2015 APA Committees: – None Other Public Company Boards: – None | JOHN J. CHRISTMANN IV Reasons for Nomination to Our Board • With more than three decades in the oil and gas industry, including more than 25 years at the Company leading both operational and staff functions and most recently serving as CEO, Mr. Christmann has the proficiency and depth to manage and operate a large-scale oil and gas exploration and production company. • Mr. Christmann’s extensive experience in the oil and gas industry has provided him with an in-depth understanding of successful execution and operational management in the field, an appreciation and talent for value-added M&A activity, and the expertise to oversee the strategic direction of a large, publicly traded company. • His experience, coupled with his thorough knowledge and understanding of the Company’s assets and unique operations, complement Mr. Christmann’s management strengths and enable him to lead the Company through the complexities of day-to-day operations as well as the macroeconomic impact of commodity prices. Additional Leadership Experience and Service • Board of Visitors, University of Texas MD Anderson Cancer Center Career Highlights APA Corporation, 1997-present • Chief Executive Officer, 2024-present • Chief Executive Officer and President, 2015-2023 • Executive Vice President and Chief Operating Officer, North America • Region Vice President, Permian Region • Vice President, Business Development • Production Manager, Gulf Coast Region | | Age: 65 Director Since: May 2019 APA Committees: – CRG&N – MD&C, Chair Other Public Company Boards: – Donnelley Financial Solutions, Inc. | JULIET S. ELLIS Reasons for Nomination to Our Board • Ms. Ellis’s extensive experience over three decades in portfolio management, strategy, and risk oversight has helped guide APA toward fulfilling our commitments to maintain a disciplined financial approach and leverage our diversified portfolio of assets. • Ms. Ellis’s deep expertise within the institutional investor community provides her with a unique ability to represent our shareholders and allows the Board to keep apprised of their emerging areas of interest. • As our MD&C Chair, Ms. Ellis has been instrumental in leading a number of enhancements made to our executive compensation practices in an effort to align with our shareholders’ expectations. Additional Leadership Experience and Service • Board of Directors, Houston Methodist Hospital system • Member, Women Corporate Directors • Chartered Financial Analyst (CFA) Career Highlights Invesco, 2004-2019 • Managing Director, Senior Portfolio Manager • Chief Investment Officer, US Growth Equities Investment Management Unit • Senior Portfolio Manager, Small Cap Growth Fund and Small Cap Equity Fund JPMorgan Chase & Co. (and Fleming Asset Management prior to acquisition), 1987-2004 • Senior Portfolio Manager • Managing Director • Equity Analyst |

  9. Nominees for Election as Directors

    | 2024 Proxy Statement | 15 |

  10. Nominees for Election as Directors

    | Age: 66 Director Since: February 2022 APA Committees: – Cybersecurity, Chair – MD&C Other Public Company Boards: – General Dynamics Corporation | Lt. Gen. CHARLES W. HOOPER (U.S. Army, Retired) Reasons for Nomination to Our Board • Lt. Gen. Hooper’s extensive experience with executive and analytical roles, foreign relations, cybersecurity, and international assignments, including service in Egypt, which is an area of significant operations for the Company, brings valuable perspectives that are critical to our Board’s ability to oversee our international portfolio development strategy. • His service spanning more than four decades in the U.S. Army has translated to many valuable learnings for our Board, particularly in regard to risk management and critical decision making, as well as navigating the ongoing macroeconomic and geopolitical challenges that APA faces around the world. • Lt. Gen. Hooper has vast management experience. In his role as the U.S. Department of Defense expert on security assistance funding and U.S. foreign military sales, he had oversight of 20,000 people globally and over $50 billion in annual weapons sales. This experience brings a valuable perspective on managerial oversight to our Board. Additional Leadership Experience and Service • Member, Council on Foreign Relations • Nonresident Scholar, Atlantic Council; Harvard University Belfer Center • Board of Directors, UL Solutions Inc.; Two Six Technologies, Inc.; Loc Performance, Inc.; National Bureau of Asian Research Career Highlights The Cohen Group, 2020-present • Senior Counselor U.S. Army, 1979-2020 • Director of the Defense Security Cooperation Agency • Chief of the Office of Military Cooperation, U.S. Embassy, Cairo, Egypt • Command and Staff Assignments, 25th Infantry and 82nd Airborne Divisions • U.S. Defense Attaché to the People’s Republic of China • Chief Strategist and Planner, U.S. Africa Command | | Age: 64 Director Since: February 2011 APA Committees: – Audit, Chair – Cybersecurity Other Public Company Boards: – None | CHANSOO JOUNG Reasons for Nomination to Our Board • Mr. Joung has spent the majority of his career in the finance industry working with energy companies. Through his experiences in private equity and as an investment banker, Mr. Joung has gained a rare level of expertise with energy companies, the energy industry, and energy-related capital markets and M&A activity, which greatly enhances the business and strategy capabilities of the Board. He additionally has developed skills in the identification, assessment, and management of risk. • During his time at Warburg Pincus, Mr. Joung was responsible for a number of the firm’s investments across conventional energy, including E&P, gas gathering and transportation, and electricity generation. He also coordinated the firm’s renewables activities, including wind, solar, biofuels, and grid storage, which have translated to valuable learnings for the Board as we continue to drive APA’s environmental initiatives forward. • Mr. Joung is deeply passionate about our Company’s recruiting efforts and has specific expertise in diverse recruitment and development, which has been instrumental in the Board’s oversight of the Company’s workforce and D&I initiatives. Additional Leadership Experience and Service • Former Director, Targa Resources Partners/Targa Corporation and Magellan Midstream Partners, L.P. Career Highlights Warburg Pincus, 2005-2015 • Partner • Senior Advisor Goldman Sachs, 1987-2004 • Head, Americas Natural Resources Group, Investment Banking Division • Co-Head, Recruiting, Investment Banking Division • Co-Head, Women’s and Diversity Recruitment and Development, Investment Banking Division |

  11. Nominees for Election as Directors

    | 16 | APA Corporation |

  12. Nominees for Election as Directors

    | Non-Executive Chair of the Board since September 1, 2022 Age: 65 Director Since: February 2021 APA Committees: – None Other Public Company Boards: – CRH plc | H. LAMAR MCKAY Reasons for Nomination to Our Board • Mr. McKay spent his entire career at a major international oil and gas company. His extensive experience and global perspective assist the Board in the assessment and management of risks faced by natural gas and oil companies. • Mr. McKay’s deep level of industry expertise has been critical to the Board’s ability to oversee APA’s complex capital investment and portfolio-related initiatives, including safe and on-budget maintenance turnarounds, modernization efforts, advancement of exploration and appraisal programs, and streamlining of portfolio assets. • His experience as Chair of our Board includes time spent working closely with the rest of the Board, the management team, and our stakeholders. In particular, he is heavily involved in APA’s shareholder engagement and sustainability efforts. Career Highlights BP p.l.c. (and Amoco prior to acquisition), 1980-2020 • Chief Transition Officer • Deputy Chief Executive Officer • Chief Executive, Worldwide Upstream Business • Chair and President, BP America • Executive Vice President • Head of Strategy | | Age: 66 Director Since: December 2014 APA Committees: – Audit – Cybersecurity Other Public Company Boards: – The Williams Companies, Inc. | PETER A. RAGAUSS Reasons for Nomination to Our Board • Mr. Ragauss brings a wealth of accounting, financial, and executive experience to the Board, having held senior positions, including as chief executive officer, chief financial officer, controller, and vice president of finance. His wide and varied experiences in the oil and gas industry, including in the area of finance, have provided him with unique understanding and insight concerning the risks faced by oil and gas companies. • His board service at The Williams Companies, whose core business is natural gas gathering, processing, and transportation, has provided valuable learnings to our Board regarding APA’s strategic initiatives as well as corporate governance best practices. Career Highlights Baker Hughes, 2006-2014 • Senior Vice President and Chief Financial Officer BP p.l.c. (and Amoco prior to acquisition), 1998-2006 • Controller, Refining and Marketing • Chief Executive Officer, Air BP • Assistant to Group Chief Executive, BP Amoco • Vice President of Finance and Portfolio Management, Amoco Energy International El Paso Energy International, 1996-1998 • Vice President, Finance Tenneco Inc., 1993-1996 • Various positions Kidder, Peabody & Co, 1987-1993 • Various positions |

  13. Nominees for Election as Directors

    | 2024 Proxy Statement | 17 |

  14. Nominees for Election as Directors

    | Age: 66 Director Since: February 2022 APA Committees: – Cybersecurity – MD&C Other Public Company Boards: – None | DAVID L. STOVER Reasons for Nomination to Our Board • Mr. Stover’s experience as the board chair and chief executive officer at an international oil and gas company and his career working in diverse roles in the industry further enhances the Board’s ability to continue fulfilling its critical oversight role across APA’s complex operations. • Mr. Stover’s experience working with significant exploration success and offshore operations in the Eastern Mediterranean, West Africa, and Gulf of Mexico, together with his extensive onshore unconventional experience, including in the Permian Basin, also brings key insights to our Board for developing and bringing online large-scale discoveries. Career Highlights Noble Energy, Inc., 2002-2020 • Board Chair and Chief Executive Officer • President and Chief Operating Officer • Executive positions in business development and operations BP p.l.c., 2000-2002 • Vice President and Business Unit Leader, Gulf of Mexico Shelf, BP America Vastar Resources, Inc., 1994-2000 • Various onshore and offshore management positions ARCO Oil and Gas Company, 1979-1994 • Positions in engineering, operations, and management | | Age: 47 Director Since: April 2024 APA Committees: – None (expected to be appointed to Audit and CRG&N) Other Public Company Boards: – None | ANYA WEAVING Reasons for Nomination to Our Board • Ms. Weaving has spent the majority of her career in the investment banking industry advising companies on strategy, mergers and acquisitions and capital markets transactions. Her extensive experience working on and in the oil and gas industry, as well as broad international experience, brings additional critical skills and insights to the Board. • Ms. Weaving’s experience advising large cap energy companies on strategic transactions helps the Board in its role evaluating the Company’s asset portfolio and future transactions, and her previous service as a chief financial officer enhances the Board’s financial acumen and insights. Additional Leadership Experience and Service • Board Trustee, the Musical Arts Association, non-profit organization that oversees the Cleveland Orchestra Career Highlights Bank of America Merrill Lynch, 2017-2022 • Vice Chair, Global Natural Resources, Investment Banking • Managing Director, Global Natural Resources, Investment Banking SOCO International plc (renamed Pharos Energy plc), 2014-2015 • Chief Financial Officer Bank of America Merrill Lynch, 2005-2014 • Head of European Oil and Gas M&A • Managing Director, Mergers & Acquisitions UBS, 2002-2005 • Associate Director, European Leisure team • Equity Analyst |

  15. Nominees for Election as Directors

    | | The Board recommends that you vote FOR the election of each of the nominees as directors. |

  16. Nominees for Election as Directors

    | 18 | APA Corporation |

  17. Nominees for Election as Directors

    INFORMATION ABOUT OUR EXECUTIVE OFFICERS Biographical information, as of the date of this proxy statement, for the executive officers of the Company is set forth below.

  18. Nominees for Election as Directors

    | | JOHN J. CHRISTMANN IV, 57 Chief Executive Officer | | D. CLAY BRETCHES, 59 Executive Vice President, Operations | | Mr. Christmann’s biographical information is set forth above under the heading Nominees for Election as Directors. | | Mr. Bretches was appointed executive vice president of Operations on January 1, 2020, having been senior vice president, U.S. Midstream Operations since January 2019. He also served from January 2019 until February 2022 as Chief Executive Officer and President and a member of the board of directors of Altus Midstream Company, which was then a controlled subsidiary of the Company. He previously served as the president and CEO of Sendero Midstream since 2014. Prior to that, Mr. Bretches served at Anadarko Petroleum Corporation as vice president, E&P Services and Minerals from 2010 to 2014, and as vice president, Marketing and Minerals from 2005 to 2010. He was instrumental in the formation of Western Gas Partners, a midstream MLP. Earlier in his career, Mr. Bretches led the crude oil marketing and midstream operations for Vastar Resources and worked as an engineer for ARCO. | | | | TRACEY K. HENDERSON, 57 Executive Vice President, Exploration | | REBECCA A. HOYT, 59 Senior Vice President, Chief Accounting Officer, and Controller | | Ms. Henderson was appointed executive vice president of Exploration in January 2023, having previously been senior vice president of Exploration since April 2021. Prior to joining the Company, Ms. Henderson served as chief exploration officer at Kosmos Energy since February 2019, having previously served as their senior vice president of Exploration since January 2017. Prior to her roles in exploration leadership at Kosmos, she also served in a variety of business and geophysical roles of increasing responsibility. Prior to joining Kosmos, Ms. Henderson served in geophysicist roles at Nexen Petroleum, Hess, and Triton Energy. | | Ms. Hoyt was appointed senior vice president, chief accounting officer, and controller in August 2014, having been vice president, chief accounting officer, and controller since November 2010. She previously served as the Company’s vice president and controller since November 2006, assistant controller since 2003, and held positions of increasing responsibility within the accounting area since joining the Company in 1993. Previously, Ms. Hoyt was an audit manager with Arthur Andersen LLP, an independent public accounting firm, from 1992 to 1993. Ms. Hoyt has been a member of the board of directors of the University of Houston Foundation since January 2021 and serves on its investment committee. | |

  19. Nominees for Election as Directors

    | 2024 Proxy Statement | 19 |

  20. Nominees for Election as Directors

    | | P. ANTHONY LANNIE, 70 Executive Vice President and General Counsel | | MARK D. MADDOX, 57 Executive Vice President, Administration | | Mr. Lannie was appointed executive vice president and general counsel in August 2009 and was interim chief financial officer from October 9, 2014, through March 2, 2015. Mr. Lannie previously served as senior vice president and general counsel since May 2004, and vice president and general counsel since March 2003. Prior to joining the Company, he was president of Kinder Morgan Power Company, Houston, Texas, from 2000 through February 2003, and president of Coral Energy Canada in 1999. Mr. Lannie was senior vice president and general counsel of Coral Energy, an affiliate of Shell Oil Company and Tejas Gas Corporation, from 1995 through 1999, and of Tejas Gas Corporation from 1994 until its combination with Coral Energy in 1998. | | Mr. Maddox has served as executive vice president of Administration since January 2023, having previously been senior vice president of Administration since April 2020. Previously, Mr. Maddox served as senior vice president of Supply Chain and chief information officer since June 2019, and vice president and chief information officer since January 2017. He joined the Company in June 2015 as vice president of Information Technology. Prior to joining the Company, Mr. Maddox worked at Ernst & Young LLP, where he was a principal of Oil & Gas Advisory Services since February 2014, and at Deloitte LLP from 2010 to 2014 as director of Energy and Resources. He also held various roles of increasing responsibility at SAP America from 1998 to 2009, having begun his career at Tenneco Energy in 1989, where he held positions in accounting, operations, and information technology. | | | | STEPHEN J. RINEY, 63 President and Chief Financial Officer | | | | Mr. Riney was appointed president and chief financial officer in January 2024, having previously served as executive vice president since February 2015 and chief financial officer since March 2015. Prior to joining the Company, Mr. Riney served as chief financial officer for BP Exploration and Production from July 2012 to January 2015, overseeing all accounting, business development, planning, and commercial operations for the upstream segment, and served as global head of mergers and acquisitions for BP p.l.c. from January 2007 to June 2012. He also held several management positions in treasury and within the upstream segment, including in finance, operations, and planning. Prior to its merger with BP, Mr. Riney spent eight years with Amoco Corporation in various roles in upstream finance, petrochemicals mergers and acquisitions, corporate planning, and downstream marketing. | | | |

  21. Nominees for Election as Directors

    | 20 | APA Corporation |

  22. Nominees for Election as Directors

    EXECUTIVE AND DIRECTOR COMPENSATION

  23. Our 2023 Compensation Highlights

    Our 2023 Compensation Highlights Our executive compensation program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each such compensation element serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable shareholder value creation. The MD&C Committee made the following executive compensation decisions for fiscal year 2023:

  24. Our 2023 Compensation Highlights

    | Component | Highlights | | Base Salaries | ● None of the NEOs received base salary adjustments in 2023 (see Base Salary in this CD&A for details) | | Annual Incentive Compensation | ● For 2023, the MD&C Committee further streamlined the Company’s sustainability focus by implementing the following goals in addition to the financial, operational, and strategic corporate performance objectives: ○ Utilize at least 50% recycled produced water for completions in our U.S. onshore operations ○ Convert >2,000 pneumatic devices to reduce methane emissions in our U.S. onshore operations ● Based on our overall 2023 performance results, actual awards paid to the NEOs for 2023 ranged between 131% and 146% of target (see Annual Incentive Compensation in this CD&A for details) | | Long-Term Incentive Compensation | ● In 2023, long-term incentives were delivered using a mix of performance-based awards (performance shares) and time-based awards (restricted stock units, or RSUs), weighted 60% for performance shares and 40% for RSUs. For 2023 performance shares, the MD&C Committee also added metrics focusing on reducing corporate GHG intensity by 5% and accelerating reclamation to increase biodiversity in the U.S. ● For the completed 2021 performance share program, the NEOs earned 117.5% of their target performance shares, based on a combination of Cash Return on Invested Capital (CROIC) attainment of 200% and a relative Total Shareholder Return (TSR) attainment of 35% (see Long-Term Incentive Compensation below) |

  25. APA’s Guiding Principles and Executive Compensation Philosophy

    | ● | Alignment with shareholder interests. Executives should be compensated through market-competitive pay elements (base salaries and annual- and long-term incentives) designed to align executive compensation with the creation of long-term value for our shareholders. |

  26. Compensation Best Practices and Policies

    | What We Do | | What We Don’t Do | | | ü | Significantly emphasize performance-based, at-risk, long-term compensation | × | Reprice underwater stock options | | ü | Maintain rigorous stock ownership requirements for our officers and directors | × | Provide excessive perquisites | | ü | Cap our TSR payouts at target if TSR is negative | × | Utilize executive officer employment contracts | | ü | Double trigger change in control provisions | × | Provide guaranteed bonuses or uncapped incentives | | ü | Maintain a robust clawback policy | × | Pay tax gross ups, except for standard expatriate tax equalization benefits available to all similar employees | | ü | Use an independent, external compensation consultant, and all members of the MD&C Committee are independent | × | Allow pledging or hedging of Company securities by directors or executive officers |

  27. Compensation Peer Group

    Compensation Peer Group Peer group data contributes to our external market parity, recruitment, retention, and performance analysis. The MD&C Committee refers to data regarding compensation awarded to similarly situated officers by companies in the compensation peer group to ensure that our NEOs’ base salaries, target annual incentive compensation award opportunities, and equity grants are competitive. The compensation peer group is intended to reflect E&P companies of a similar size, scope of operations, complexity, and international footprint as APA. The MD&C Committee uses the following criteria when determining the compensation peer group for companies in our industry:

  28. Compensation Peer Group

    | Component | | Criteria | | | Size | Companies with similar market capitalization—between 0.4x and 5.1x our market capitalization, revenues—between 0.3x and 3x our revenue, and assets—between 0.8x and 5.7x our assets | | | Operations | Companies with similar domestic and/or international operations | | | Headquarters | Companies headquartered in Texas or surrounding states | | | Talent Competition | Companies with which we compete for executive talent |

  29. Compensation Peer Group

    Based on the above criteria, the MD&C Committee’s 2023 compensation peer group is comprised of the following E&P companies:

  30. Compensation Peer Group

    | 2023 Compensation Peer Group | | | | Coterra Energy, Inc. | Hess Corporation | Ovintiv Inc. | | Devon Energy Corporation | Marathon Oil Corporation | Pioneer Natural Resources Co. | | Diamondback Energy, Inc. | Murphy Oil Corporation | | | EOG Resources, Inc. | Occidental Petroleum Corporation | |

  31. Compensation Peer Group

    For 2024, our MD&C Committee has determined it is appropriate to maintain the same compensation peer group, except that Hess Corporation and Pioneer Natural Resources Co. were removed, given their pending acquisitions.

  32. Annual Incentive Compensation

    Annual Incentive Compensation Our annual incentive compensation plan is designed to motivate and reward our NEOs to create long-term value by achieving key short-term business objectives aligned with our long-term strategy. When determining individual annual incentive payouts, the MD&C Committee considers both corporate achievement of business objectives and each officer’s individual performance. In formulating and assessing the annual incentive compensation plan, we consider whether and to what degree the elements of the plan advance the Company’s long-term strategy.

  33. Annual Incentive Compensation

    | 2024 Proxy Statement | 25 |

  34. Annual Incentive Compensation

    Annual incentive targets are expressed as a percentage of base salary and based on market data, internal equity, and size and scope of job responsibilities. Actual awards may range from zero to 200% of target.

  35. Annual Incentive Compensation

    | Base Salary ($) | Ó | Target Annual Incentive (%) | Ó | Corporate Performance (%) | Ó | Individual Performance (%) | = | Annual Incentive Award ($) |

  36. Annual Incentive Compensation

    The table below discloses the annual incentive targets for each NEO for 2023.

  37. Annual Incentive Compensation

    | Named Executive Officer | 2023 Base Salary ($) | 2023 Target Annual Incentive Opportunity (%) | 2023 Target Annual Incentive Opportunity ($) | | John J. Christmann IV | 1,300,000 | 130 | 1,690,000 | | Stephen J. Riney | 795,000 | 100 | 795,000 | | David A. Pursell | 675,000 | 100 | 675,000 | | D. Clay Bretches | 675,000 | 100 | 675,000 | | Tracey K. Henderson | 625,000 | 100 | 625,000 |

  38. Corporate Performance

    Corporate Performance Corporate performance is measured based on a pre-determined mix of quantitative metrics (weighted 80%) and strategic goals (weighted 20%) that are aligned with our purpose, vision, and strategy. The threshold, target, and maximum achievement for each goal are generally set at the beginning of the year by the MD&C Committee, based on our approved annual corporate plan, which represents our expectations for the year, and recommended for approval during the February Board meeting. Our corporate performance is then measured against a scorecard at the end of the fiscal year. Because we conduct business in an industry that is driven by volatile commodity prices, our plan is reviewed regularly by management and the Board, so that we can adapt our operations to changing conditions as necessary.

  39. Corporate Performance

    | The MD&C Committee’s Final Scorecard 2023 Corporate Performance Metrics | | | | | | | | | Quantitative Metrics — 80% | Metric | Weight | Performance Targets | | | Results | Payout | | | Financial/Operational | | Threshold | Target | Maximum | | | | | ● Free Cash Flow (in millions)(1) | 20% | $700.00 | $1,000.00 | $1,300.00 | $977 | 19.2% | | | ● Cash Costs per Barrel of Oil Equivalent ($/BOE)(2) | 20% | $16.50 | $15.00 | $13.50 | $13.84 | 35.5% | | | ● Drilling Capital Efficiency (P/I)(3) | 10% | 1.50 | 1.70 | 1.90 | 1.78 | 14.0% | | | ● All-in Finding and Development ($/BOE)(4) | 10% | $26.00 | $23.00 | $20.00 | $20.80 | 17.3% | | | Sustainability(5) | 20% | • Utilized 60% recycled produced water for completions in our U.S. onshore operations, exceeding our goal of 50% • Converted over 2,800 pneumatic devices to reduce methane emissions in our U.S. onshore operations, exceeding our goal of 2,000 • Achieved a severe incident rate of 0.005, exceeding our goal of 0.028, and achieved a safety observation rate increase of 24%, exceeding our goal of a 10% increase | | | Exceeded | 40.0% | | Strategic — 20% | Strategic Goals(6) | 20% | • Returned approximately 66% of free cash flow to shareholders, exceeding our target of 60% • Met the goal of materially improving the long-term Company outlook through a combination of balance sheet improvement, existing portfolio adjustments, improved operational and safety performance, Suriname appraisal success, and exploration (Alaska/Uruguay) and Permian portfolio additions (see Our 2023 Performance Highlights above for more details) | | | Achieved | 20.0% | | | Final Achievement | 100% | | | | | 146.0% |

  40. Corporate Performance

    | (3) Prudently allocate capital to drilling projects to optimize long-term returns. Drilling capital efficiency is measured using the profitability index (P/I) metric, defined as the ratio of the discounted cumulative operating cash flow generated by a project relative to the discounted capital investment in the project using a 10% discount rate. It is calculated based on well and facility capital costs, life of well production forecasts, and operating costs and is fully burdened with overhead costs and non-overhead indirect costs. |

  41. Corporate Performance

    | (5) Focus our efforts on air, water, and communities & people, to ensure long-term sustainable business, and provide a safe, secure, healthy, and environmentally responsible workplace. |

  42. Individual Performance

    Individual Performance Using the corporate objectives as a foundation, the MD&C Committee, with input from the CEO for all other NEOs, assesses the annual incentive compensation target for each executive against market conditions. Where needed, the MD&C Committee further tailors an executive’s annual incentive compensation to their responsibilities and performance, the executive’s impact on annual results, and internal alignment. Our CEO evaluates all other officers based on these same criteria. Our independent compensation consultant is involved in the determination of targets and recommended awards for all officers. In evaluating our NEOs’ contributions during 2023, the MD&C Committee considered each NEO’s specific contribution to the Company’s performance and key strategic initiatives and provided the individual performance modifier to reflect their respective contributions to those achievements.

  43. 2023 Annual Incentive Award Payouts

    2023 Annual Incentive Award Payouts The actual awards paid to the NEOs for 2023 were as follows:

  44. 2023 Annual Incentive Award Payouts

    | Named Executive Officer | 2023 Target (%) | 2023 Target ($) | Corporate Performance Results (%) | Individual Performance Results* (%) | 2023 Actual ($) | Actual as Percent of Target (%) | | John J. Christmann IV | 130 | 1,690,000 | 146 | 100 | 2,467,400 | 146.0 | | Stephen J. Riney | 100 | 795,000 | 146 | 100 | 1,160,700 | 146.0 | | David A. Pursell | 100 | 675,000 | 146 | 90 | 886,950 | 131.4 | | D. Clay Bretches | 100 | 675,000 | 146 | 100 | 985,500 | 146.0 | | Tracey K. Henderson | 100 | 625,000 | 146 | 100 | 912,500 | 146.0 |

  45. 2023 Annual Incentive Award Payouts

    | * Percentages may be rounded. |

  46. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our long-term incentive compensation plan is intended to align the long-term interests of our NEOs and our shareholders.

  47. Long-Term Incentive Compensation

    | | | | ● Aligns pay with achievement of relative and absolute metrics, providing a comprehensive and balanced evaluation of long-term performance | ● Provides an important retention mechanism for our executives | | ● NEOs can earn 0–200% of their target award opportunity | ● Aligns compensation with share performance | | ● Settled in cash, based on the closing share price on the vesting date | ● Vest ratably over three years | | ● Includes dividend equivalents with same vesting and forfeiture requirements | ● Vests in common stock and cash |

  48. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards In 2023, the NEOs received long-term incentive awards as follows:

  49. 2023 Long-Term Incentive Awards

    | Named Executive Officer | Performance Shares ($) | Restricted Stock Units ($) | Total Target Award Value ($) | | John J. Christmann IV | 5,070,000 | 3,380,000 | 8,450,000 | | Stephen J. Riney | 2,385,000 | 1,590,000 | 3,975,000 | | David A. Pursell | 1,620,000 | 1,080,000 | 2,700,000 | | D. Clay Bretches | 1,620,000 | 1,080,000 | 2,700,000 | | Tracey K. Henderson | 1,312,500 | 875,000 | 2,187,500 |

  50. 2023 Long-Term Incentive Awards

    | 28 | APA Corporation |

  51. A Closer Look at the 2023 Performance Share Program

    A Closer Look at the 2023 Performance Share Program The 2023 performance share program is structured as follows:

  52. A Closer Look at the 2023 Performance Share Program

    | ● Measured relative to the TSR Performance Peer Group over a three-year period, as more fully described below ● Balanced payout scale ● Capped at 1x target if absolute TSR is negative | ● Measured over a three-year period ● Incentivizes the sustained generation of returns to shareholders over the long-term, regardless of commodity price ● Threshold payout of 0.5x, generally achieved at 10% below target; maximum payout of 2x, generally achieved at 10% above target | ● Measured over a three-year period ● Equally weighted goals of reducing GHG intensity and enhancing biodiversity through increased reclamation |

  53. A Closer Look at the 2023 Performance Share Program

    | (1) CROIC is calculated with the numerator as cash flow from operations before changes in working capital, excluding Egypt non-controlling interests, with financing costs added back, and the denominator as average debt plus average APA shareholders’ equity. Performance over the three-year period is measured as a percentage above or below target. The CROIC target is set based on a matrix of a three-year average West Texas Intermediate (WTI) price. The target is subject to adjustment based on the actual three-year average WTI price. |

  54. A Closer Look at the 2023 Performance Share Program

    | (2) The reduction in corporate GHG intensity is assessed over a three-year period against percentage reduction targets compared to a previous baseline year, using the calculation standards applicable to each country of operations. The biodiversity performance is measured over the performance period against completion of reclamation activity to deliver the three-year efforts to reclaim areas that have enhanced biodiversity in the U.S. |

  55. Relative Total Shareholder Return

    | 2023 TSR Performance Peer Group | | | | | Antero Resources Corp. | Devon Energy Corporation | Kosmos Energy Ltd. | Ovintiv Inc. | | Chevron Corporation | Diamondback Energy, Inc. | Magnolia Oil & Gas Corporation | PDC Energy, Inc.* | | Civitas Resources, Inc. | EOG Resources, Inc. | Marathon Oil Corporation | Pioneer Natural Resources Co. | | CNX Resources Corporation | EQT Corporation | Matador Resources Company | Range Resources Corporation | | ConocoPhillips Company | Exxon Mobil Corporation | Murphy Oil Corporation | Southwestern Energy Company | | Coterra Energy Inc. | Hess Corporation | Occidental Petroleum Corporation | S&P 500 Index (weighted twice) |

  56. Relative Total Shareholder Return

    | Rank | 1–4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 | 18 | 19 | 20 | 21 | 22 | 23–26 | | Payout (%) | 200 | 185 | 170 | 160 | 150 | 140 | 130 | 120 | 110 | 100 | 90 | 80 | 70 | 60 | 50 | 40 | 30 | 20 | 15 | — |

  57. 2021 Performance Share Program Payout

    2021 Performance Share Program Payout The 2021 performance share program resulted in a 117.5% payout based on the results below:

  58. 2021 Performance Share Program Payout

    | Metric | Threshold | Target | Max | Result | Achievement of Target | Plan Allocation | Achievement | | Relative TSR(1) | Based on Payout Scale Below | | | 20 out of 27 | 35% | 50% | 17.5% | | CROIC | 30% 50% payout | 32% 100% payout | 35% 200% payout | 58.6% | 200% | 50% | 100.0% | | Overall Achievement: | | | | | | | 117.5% |

  59. 2021 Performance Share Program Payout

    | (1) To calculate the relative TSR results for all programs prior to 2022, we use the average per share closing price for the month of December immediately preceding the beginning and end of the performance period. The Company’s TSR performance for the 2021 performance share program was 20 out of 27, which resulted in a payout of 35% based on the payout scale set forth below. Additional details about the 2021 performance share program were previously provided in the Company’s 2022 proxy statement. |

  60. 2021 Performance Share Program Payout

    | Rank | 1–5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 | 18 | 19 | 20 | 21 | 22 | 23–27 | | Payout (%) | 200 | 185 | 175 | 165 | 155 | 145 | 130 | 115 | 105 | 95 | 85 | 75 | 65 | 55 | 45 | 35 | 25 | 15 | — |

  61. 2021 Performance Share Program Payout

    The relative TSR payout level for the 2021 performance share program shows that long-term compensation is tied to long-term performance.

  62. Risk Considerations in Compensation Programs

    | ● | The goals and objectives for the annual incentive compensation plan are set to avoid overweighting any single factor that, if not achieved, would result in the loss of a large percentage of compensation. |

  63. Risk Considerations in Compensation Programs

    | ● | Our equity awards for executives generally vest over three-year periods, which discourages short-term risk taking. Our substantial stock holding requirements extend these time frames further. |

  64. Risk Considerations in Compensation Programs

    | ● | Our stock ownership requirements encourage a long-term perspective by our executives. |

  65. Risk Considerations in Compensation Programs

    | ● | Our equity compensation plan provides that, unless otherwise specifically provided in an award agreement for specified events, such as retirement, our executives’ unvested long-term equity compensation is forfeited upon voluntary termination. |

  66. Risk Considerations in Compensation Programs

    | ● | Our incentive programs have been in place for many years, and we have seen no evidence that they encourage excessive risk taking. |

  67. Summary Compensation Table

    Summary Compensation Table The table below summarizes the compensation for the individuals listed below for all services rendered to the Company and its subsidiaries during fiscal years 2023, 2022, and 2021. The persons included in this table are the Company’s principal executive officer, principal financial officer, and the three other most highly compensated executive officers who served as executive officers of the Company during fiscal year 2023 (collectively, the NEOs).

  68. Summary Compensation Table

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards(1) ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation(2) ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) (h) | All Other Compensation(4) ($) (i) | Total ($) (j) | | John J. Christmann IV CEO | 2023 | 1,300,000 | — | 9,384,742 | — | 2,467,400 | — | 611,299 | 13,763,441 | | | 2022 | 1,300,000 | — | 9,479,781 | — | 2,416,700 | — | 605,638 | 13,802,119 | | | 2021 | 1,300,000 | — | 10,596,139 | — | 2,531,620 | — | 612,948 | 15,040,707 | | Stephen J. Riney President and CFO | 2023 | 795,000 | — | 4,414,677 | — | 1,160,700 | — | 307,392 | 6,677,769 | | | 2022 | 795,000 | — | 4,459,396 | — | 1,167,855 | — | 307,699 | 6,729,950 | | | 2021 | 795,000 | — | 4,531,423 | — | 1,190,910 | — | 298,058 | 6,815,391 | | David A. Pursell EVP, Development | 2023 | 675,000 | — | 2,998,669 | — | 886,950 | — | 247,594 | 4,808,213 | | | 2022 | 675,000 | — | 3,028,975 | — | 912,249 | — | 246,959 | 4,863,183 | | | 2021 | 675,000 | — | 3,077,933 | — | 910,035 | — | 239,657 | 4,902,625 | | D. Clay Bretches EVP, Operations | 2023 | 675,000 | — | 2,998,669 | — | 985,500 | — | 246,851 | 4,906,020 | | | 2022 | 675,000 | — | 3,028,975 | — | 912,249 | — | 270,304 | 4,886,528 | | | 2021 | 675,000 | — | 3,014,911 | — | 1,011,150 | — | 251,737 | 4,952,798 | | Tracey K. Henderson(5) EVP, Exploration | 2023 | 625,000 | — | 2,429,421 | — | 912,500 | — | 201,699 | 4,168,620 | | | 2022 | — | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — | — |

  69. Summary Compensation Table

    | (1) Value of RSU awards made during the fiscal year, based upon the aggregate grant date fair value determined in accordance with applicable FASB ASC Topic 718. The discussion of the assumptions used in calculating the aggregate grant date fair value of the RSU awards can be found in the footnotes to the Grants of Plan Based Awards Table below and in Note 14 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The value of the RSU awards is expensed ratably over the term of the award. For 2023, the values of the RSU awards at the grant date, if the highest level of performance conditions were to be achieved, would be: |

  70. Summary Compensation Table

    | | Christmann | Riney | Pursell | Bretches | Henderson | | RSU Award at Highest Level of Performance ($) | 13,519,865 | 6,359,887 | 4,319,954 | 4,319,954 | 3,499,883 |

  71. Summary Compensation Table

    | (2) Amounts reflected under column (g) are paid pursuant to the Company’s incentive compensation plan as described under Annual Incentive Compensation in the Compensation Discussion and Analysis section. |

  72. Summary Compensation Table

    | (3) Earnings from the Non-Qualified Deferred Compensation Table are not included as they are not above-market or preferential earnings. |

  73. Summary Compensation Table

    | (4) The following table provides additional information for all other compensation paid during the 2023 fiscal year: |

  74. Summary Compensation Table

    | | Christmann | Riney | Pursell | Bretches | Henderson | | Company Contributions to Retirement Plans ($)(a) | 43,500 | 43,500 | 43,500 | 43,500 | 43,500 | | Company Contributions to Non-Qualified Plans ($)(a) | 476,838 | 231,300 | 178,715 | 178,715 | 134,552 | | Life Insurance Premiums ($)(b) | 14,733 | 13,356 | 10,995 | 9,520 | 9,699 | | Use of Company Property ($)(c) | 34,897 | — | — | — | — | | Enhanced Long-Term Disability; Annual Physicals ($)(d) | 36,331 | 19,236 | 14,384 | 15,116 | 13,698 | | Workplace Giving Program ($)(e) | 5,000 | — | — | — | 250 |

  75. Summary Compensation Table

    | 2024 Proxy Statement | 33 |

  76. Summary Compensation Table

    | (a) Officers participate in two qualified retirement plans: the Apache Corporation 401(k) Savings Plan provides a match up to the first 8% of base pay and incentive bonus, and the Apache Corporation Money Purchase Retirement Plan provides an annual 6% Company contribution. Additionally, officers can elect to participate in the Apache Corporation Non-Qualified Retirement/Savings Plan to defer beyond the limits in the Apache Corporation 401(k) Savings Plan and continue Company contributions, which exceed the limits in the qualified plans. The APA Deferred Delivery Plan allows officers the ability to defer income in the form of deferred units from the vesting of RSUs under the Company’s 2016 Omnibus Compensation Plan. The contributions into both non-qualified plans are reported in the Non-Qualified Deferred Compensation Table. The Company does not have a defined benefit plan for U.S. employees. |

  77. Summary Compensation Table

    | (b) APA provides U.S. employees with two times their base salary under group term life insurance. Executives receive the first $50,000 of coverage under the same group term life insurance plan, and the remaining amount to bring them up to two times salary is provided in the form of universal life insurance policies. |

  78. Summary Compensation Table

    | (c) These amounts are for use of corporate aircraft. During this fiscal year, the Board required Mr. Christmann to use the Company’s aircraft for all air travel for security reasons and to facilitate efficient business travel, unless good business judgment required otherwise. Even though the Company considers these costs a necessary business expense rather than a perquisite, in line with SEC guidance, the table includes the amounts attributable to each NEO’s personal aircraft usage. Executives are not reimbursed for the taxes on the income attributable to the personal use of corporate aircraft. The methodology for the valuation of non-integral use of corporate aircraft for disclosure in the Summary Compensation Table, in compliance with SEC guidance, calculates the incremental cost to the Company for personal use of the aircraft based on the cost of fuel and oil per hour of flight; trip-related inspections, repairs, and maintenance; crew travel expenses; on-board catering; trip-related flight planning services; landing, parking, and hangar fees; supplies; passenger ground transportation; and other variable costs. Additionally, the value of trips attributable to philanthropic interests was included, even though they are seen as contributing to the goodwill of the Company. In addition, Standard Industry Fare Level tables, published by the Internal Revenue Service, are used to determine the amount of compensation income that is imputed to the executive for tax purposes for personal use of corporate aircraft. |

  79. Summary Compensation Table

    | (d) In addition to the benefits for which all employees are eligible, the Company also covers the cost of a comprehensive annual physical and the full cost of enhanced long-term disability coverage for executive officers. |

  80. Summary Compensation Table

    | (e) These amounts reflect payments made to qualified non-profit organizations under the Company’s Workplace Giving Program to match donations made by the officer. The administration of the Workplace Giving Program may result in reported amounts in excess of the annual matching limit, when a donation is made by an officer in one fiscal year, but the Company matching donation is not processed until the next fiscal year. Additional information about the Workplace Giving Program is provided in the Compensation Discussion and Analysis section above. |

  81. Summary Compensation Table

    | (5) Ms. Henderson was appointed as Executive Vice President, Exploration of the Company effective in January 2023. She was not an NEO for 2022 or 2021. |

  82. Summary Compensation Table

    | 34 | APA Corporation |

  83. Grants of Plan Based Awards Table

    Grants of Plan Based Awards Table The table below provides supplemental information relating to the Company’s annual incentive compensation plan and the Company’s grants of RSUs during fiscal year 2023 to the NEOs. There were no stock options or stock appreciation rights granted during fiscal year 2023. Also included, in accordance with SEC rules on disclosure of executive compensation, is information relating to the estimated grant date fair value of the grants. Neither the values reflected in the table nor the assumptions utilized in arriving at the values should be considered indicative of future stock performance.

  84. Grants of Plan Based Awards Table

    | Name/ Grant Type* (a) | Grant Date (b) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | All Other Option Awards: Number of Securities Underlying Options (#) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Grant Date Fair Value of Stock and Option Awards ($) (l) | | | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | | | John J. Christmann IV | | | | | | | | | | | | | Annual | | — | 1,690,000 | 3,380,000 | — | — | — | — | — | — | — | | TSR | 01/04/2023 | — | — | — | 7,217 | 48,114 | 96,227 | — | — | — | 2,990,260 | | CROIC | 01/04/2023 | — | — | — | 24,057 | 48,114 | 96,227 | — | — | — | 2,119,885 | | Sustainability | 01/04/2023 | — | — | — | 12,028 | 24,057 | 48,114 | — | — | — | 1,059,943 | | Cash RSU | 01/04/2023 | — | — | — | — | — | — | 32,075 (3)(5) | — | — | 1,351,961 | | Stock RSU | 01/04/2023 | — | — | — | — | — | — | 48,113 (4)(5) | — | — | 2,027,963 | | Stephen J. Riney | | | | | | | | | | | | | Annual | | — | 795,000 | 1,590,000 | — | — | — | — | — | — | — | | TSR | 01/04/2023 | — | — | — | 3,395 | 22,633 | 45,266 | — | — | — | 1,406,653 | | CROIC | 01/04/2023 | — | — | — | 11,317 | 22,633 | 45,266 | — | — | — | 997,219 | | Sustainability | 01/04/2023 | — | — | — | 5,658 | 11,317 | 22,633 | — | — | — | 498,609 | | Cash RSU | 01/04/2023 | — | — | — | — | — | — | 15,088 (3)(5) | — | — | 635,959 | | Stock RSU | 01/04/2023 | — | — | — | — | — | — | 22,633 (4)(5) | — | — | 953,981 | | David A. Pursell | | | | | | | | | | | | | Annual | | — | 675,000 | 1,350,000 | — | — | — | — | — | — | — | | TSR | 01/04/2023 | — | — | — | 2,306 | 15,374 | 30,747 | — | — | — | 955,469 | | CROIC | 01/04/2023 | — | — | — | 7,687 | 15,374 | 30,747 | — | — | — | 677,361 | | Sustainability | 01/04/2023 | — | — | — | 3,843 | 7,687 | 15,374 | — | — | — | 338,680 | | Cash RSU | 01/04/2023 | — | — | — | — | — | — | 10,249 (3)(5) | — | — | 431,995 | | Stock RSU | 01/04/2023 | — | — | — | — | — | — | 15,373 (4)(5) | — | — | 647,972 | | D. Clay Bretches | | | | | | | | | | | | | Annual | | — | 675,000 | 1,350,000 | — | — | — | — | — | — | — | | TSR | 01/04/2023 | — | — | — | 2,306 | 15,374 | 30,747 | — | — | — | 955,469 | | CROIC | 01/04/2023 | — | — | — | 7,687 | 15,374 | 30,747 | — | — | — | 677,361 | | Sustainability | 01/04/2023 | — | — | — | 3,843 | 7,687 | 15,374 | — | — | — | 338,680 | | Cash RSU | 01/04/2023 | — | — | — | — | — | — | 10,249 (3)(5) | — | — | 431,995 | | Stock RSU | 01/04/2023 | — | — | — | — | — | — | 15,373 (4)(5) | — | — | 647,972 | | Tracey K. Henderson | | | | | | | | | | | | | Annual | | — | 625,000 | 1,250,000 | — | — | — | — | — | — | — | | TSR | 01/04/2023 | — | — | — | 1,868 | 12,455 | 24,910 | — | — | — | 774,091 | | CROIC | 01/04/2023 | — | — | — | 6,228 | 12,455 | 24,910 | — | — | — | 548,776 | | Sustainability | 01/04/2023 | — | — | — | 3,114 | 6,228 | 12,455 | — | — | — | 274,388 | | Cash RSU | 01/04/2023 | — | — | — | — | — | — | 8,303 (3)(5) | — | — | 349,971 | | Stock RSU | 01/04/2023 | — | — | — | — | — | — | 12,455 (4)(5) | — | — | 524,978 |

  85. Grants of Plan Based Awards Table

    | * Annual = Annual incentive award; TSR = TSR component of performance-based Cash RSUs; CROIC = CROIC component of performance-based Cash RSUs; Sustainability = Sustainability component of performance-based Cash RSUs (GHG Intensity Reduction and Biodiversity Enhancement); Cash RSU = Cash-based RSUs; and Stock RSU = Stock-based RSUs. |

  86. Grants of Plan Based Awards Table

    | (1) Reflects estimated possible payouts under the Company’s annual incentive compensation plan. The estimated amounts are calculated based on the applicable annual bonus target and base salary earnings for each NEO in effect for the 2023 measurement period. The maximum payout under the plan is 200% of target. The Company’s annual incentive compensation plan does not contain thresholds. Actual incentive bonus awards granted for 2023 are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  87. Grants of Plan Based Awards Table

    | (2) For the grants made on January 4, 2023, the number of RSUs granted is shown as the target number, while the maximum number assumes a multiple of 2.0, and the threshold number shows the minimum number of RSUs earned if threshold performance goals are achieved. |

  88. Grants of Plan Based Awards Table

    | 2024 Proxy Statement | 35 |

  89. Grants of Plan Based Awards Table

    | On January 4, 2023, pursuant to the 2016 Omnibus Compensation Plan, the Company established the 2023 Business Performance Program Specifications for corporate and regional executives and key employees who were employed on or before December 31, 2022. These employees, including the executives named in the Summary Compensation Table, were granted the right to receive RSUs, the number of which will be determined based on the Company’s achievement of four different measures of performance: |

  90. Grants of Plan Based Awards Table

    | - | Total shareholder return (TSR) (weighted 40%): Compared to a peer group of 23 companies and one index weighted twice. At the conclusion of the three-year performance period, the Company’s performance will be directly ranked within the peer group. If the Company’s TSR ranks from 1 to 22, this will result in the application of a single multiplier to 40% of the target number of RSUs as shown in the table below. However, if the Company ranks 23-26, there will be no achievement for this portion of the award. |

  91. Grants of Plan Based Awards Table

    | Rank | 1–4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 | 18 | 19 | 20 | 21 | 22 | 23–26 | | Payout (%) | 200 | 185 | 170 | 160 | 150 | 140 | 130 | 120 | 110 | 100 | 90 | 80 | 70 | 60 | 50 | 40 | 30 | 20 | 15 | — |

  92. Grants of Plan Based Awards Table

    | TSR is determined by dividing (i) the sum of the cumulative amount of a company’s or index fund’s dividends for the performance period (assuming same-day reinvestment into the company’s common stock or index fund on the ex-dividend date) and the average share closing price of the company’s common stock for the last three calendar months of the performance period minus the average share closing price for the three calendar months immediately preceding the beginning of the performance period by (ii) the average share closing price for the three months immediately preceding the beginning of the performance period. |

  93. Grants of Plan Based Awards Table

    | - | CROIC (weighted 40%): Evaluated over a three-year performance period against a performance target determined at the beginning of the performance period. Performance is measured based on the three-year average relative to target based upon the average price of oil over the performance period. |

  94. Grants of Plan Based Awards Table

    | - | GHG Intensity Reduction (weighted 10%): Measured over a three-year period against the percentage reduction compared to a previous baseline year to deliver the three-year reduction in GHG intensity using the calculation standards applicable to each country of operations. |

  95. Grants of Plan Based Awards Table

    | - | Biodiversity Enhancement (weighted 10%): Measured over a three-year period against completion of reclamation activity to deliver the three-year efforts to reclaim areas that have enhanced biodiversity in the U.S. |

  96. Grants of Plan Based Awards Table

    | At the conclusion of the three-year performance period, which began on January 1, 2023, and will end on December 31, 2025, a calculation of the Company’s achievement of the performance measures will be made and the resulting percentage achievement will be applied to the target shares to derive the number of shares awarded. If achievement warrants, vesting will begin when performance share results are determined by the MD&C Committee in January 2026, with 50% of the adjusted number of RSUs vesting immediately and 50% vesting as of the first trading day on or after the anniversary of the first trading day following the close of the performance period, in January 2027. Employees must be employed during the entire performance period and on the date of vesting. |

  97. Grants of Plan Based Awards Table

    | (3) These awards reflect the number of RSUs granted under the terms of the 2016 Omnibus Compensation Plan. The grant date fair value of these awards, calculated in accordance with FASB ASC Topic 718, is based on a closing price of the Company’s common stock on the date of grant. Except as discussed below, the RSUs are generally non-transferable, and no dividends are paid on such units until vested. The RSUs vest ratably over three years and may be paid only in cash based on the Company’s share price. |

  98. Grants of Plan Based Awards Table

    | (4) These awards reflect the number of RSUs granted under the terms of the 2016 Omnibus Compensation Plan. The grant date fair value of these awards, calculated in accordance with FASB ASC Topic 718, is based on a closing price of the Company’s common stock on the date of grant. Except as discussed below, the RSUs are generally non-transferable, and no dividends are paid on such units until vested. The RSUs vest ratably over three years. |

  99. Grants of Plan Based Awards Table

    | (5) The 2016 Omnibus Compensation Plan is administered by the MD&C Committee. RSUs granted under the 2016 Omnibus Compensation Plan are subject to appropriate adjustment in the event of reorganization, stock split, stock dividend, combination of shares, merger, consolidation, or other recapitalization of the Company. Upon both a change of control of the Company and termination of employment, all outstanding RSUs become automatically vested as of the date of such termination of employment. Generally, a change of control occurs when a person, partnership, or corporation acting in concert, or any or all of them, acquires more than 20% of the Company’s outstanding voting securities or upon a merger or similar combination, a sale of all or substantially all assets of the Company, or a change in the majority of the Company’s directors that is not approved by the Company’s incumbent Board. |

  100. Grants of Plan Based Awards Table

    | 36 | APA Corporation |

  101. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The table below provides supplemental information relating to the stock-based awards held by the NEOs as of December 31, 2023:

  102. Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options Exercisable (#) (b) | Number of Securities Underlying Unexercised Options Unexercisable (#) (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(1) ($) (j) | | John J. Christmann IV | 129,624 | — | — | 41.24 | 02/03/2026 | 30,639 (2) | 1,099,327 | 168,243 (11) | 6,036,559 (11) | | | 82,004 | — | — | 63.25 | 01/05/2027 | 45,958 (3) | 1,648,973 | 405,004 (12) | 14,531,533 (12) | | | 120,855 | — | — | 46.27 | 01/16/2028 | 30,595 (4) | 1,097,749 | 172,097 (13) | 6,174,840 (13) | | | — | — | — | — | — | 45,893 (5) | 1,646,641 | 120,284 (14) | 4,315,790 (14) | | | — | — | — | — | — | 32,075 (6) | 1,150,851 | — | — | | | — | — | — | — | — | 48,113 (7) | 1,726,294 | — | — | | Stephen J. Riney | 40,968 | — | — | 41.24 | 02/03/2026 | 13,103 (2) | 470,136 | 71,951 (11) | 2,581,602 (11) | | | 26,934 | — | — | 63.25 | 01/05/2027 | 19,654 (3) | 705,186 | 173,200 (12) | 6,214,405 (12) | | | 43,830 | — | — | 46.27 | 01/16/2028 | 14,392 (4) | 516,385 | 80,957 (13) | 2,904,737 (13) | | | — | — | — | — | — | 21,588 (5) | 774,577 | 56,583 (14) | 2,030,198 (14) | | | — | — | — | — | — | 15,088 (6) | 541,357 | — | — | | | — | — | — | — | — | 22,633 (7) | 812,072 | — | — | | David A. Pursell | 21,241 | — | — | 35.65 | 03/14/2028 | 8,900 (2) | 319,332 | 48,871 (11) | 1,753,491 (11) | | | — | — | — | — | — | 13,350 (3) | 478,998 | 117,645 (12) | 4,221,092 (12) | | | — | — | — | — | — | 9,776 (4) | 350,763 | 54,989 (13) | 1,973,005 (13) | | | — | — | — | — | — | 14,664 (5) | 526,144 | 38,434 (14) | 1,379,012 (14) | | | — | — | — | — | — | 10,249 (6) | 367,734 | — | — | | | — | — | — | — | — | 15,373 (7) | 551,583 | — | — | | D. Clay Bretches | — | — | — | — | — | 7,403 (2) | 265,620 | 32,581 (11) | 1,169,006 (11) | | | — | — | — | — | — | 8,344 (2) | 299,383 | 98,037 (12) | 3,517,578 (12) | | | — | — | — | — | — | 8,344 (3) | 299,383 | 54,989 (13) | 1,973,005 (13) | | | — | — | — | — | — | 9,776 (4) | 350,763 | 38,434 (14) | 1,379,012 (14) | | | — | — | — | — | — | 14,664 (5) | 526,144 | — | — | | | — | — | — | — | — | 10,249 (6) | 367,734 | — | — | | | — | — | — | — | — | 15,373 (7) | 551,583 | — | — | | Tracey K. Henderson | — | — | — | — | — | 4,297 (8) | 154,176 | 56,799 (12) | 2,037,930 (12) | | | | | | | | 15,000 (9) | 538,200 | 33,604 (13) | 1,205,712 (13) | | | — | — | — | — | — | 6,445 (10) | 231,247 | 31,138 (14) | 1,117,231 (14) | | | — | — | — | — | — | 5,974 (4) | 214,347 | | | | | — | — | — | — | — | 8,961 (5) | 321,521 | | | | | | | | | | 8,303 (6) | 297,912 | | | | | | | | | | 12,455 (7) | 446,885 | | |

  103. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Based on the per share closing price of the Company’s common stock of $35.88 on 12/29/2023. |

  104. Outstanding Equity Awards at Fiscal Year-End Table

    | (2) Vests on 01/05/2024. These units may be paid only in cash. |

  105. Outstanding Equity Awards at Fiscal Year-End Table

    | 2024 Proxy Statement | 37 |

  106. Outstanding Equity Awards at Fiscal Year-End Table

    | (3) Vests on 01/05/2024. |

  107. Outstanding Equity Awards at Fiscal Year-End Table

    | (4) Vests ratably on 01/04/2024 and 01/04/2025. These units may be paid only in cash. |

  108. Outstanding Equity Awards at Fiscal Year-End Table

    | (5) Vests ratably on 01/04/2024 and 01/04/2025. |

  109. Outstanding Equity Awards at Fiscal Year-End Table

    | (6) Vests ratably on 02/01/2024, 01/04/2025, and 01/04/2026. These units my be paid only in cash. |

  110. Outstanding Equity Awards at Fiscal Year-End Table

    | (7) Vests ratably on 02/01/2024, 01/04/2025, and 01/04/2026. |

  111. Outstanding Equity Awards at Fiscal Year-End Table

    | (8) Vests on 05/26/2024. These units may be paid only in cash. |

  112. Outstanding Equity Awards at Fiscal Year-End Table

    | (9) Vests ratably on 05/26/2024, 05/26/2025, and 05/26/2026. |

  113. Outstanding Equity Awards at Fiscal Year-End Table

    | (10) Vests on 05/26/2024. |

  114. Outstanding Equity Awards at Fiscal Year-End Table

    | (11) Final amount vested based on the Company’s TSR and business performance from 01/01/2020 — 12/31/2022, as certified by the MD&C Committee on January 25, 2023. As a result, 50% of the RSUs earned vested on 01/25/2023, and the remaining 50% of the RSUs vest on 01/01/2024. These units may be paid only in cash. |

  115. Outstanding Equity Awards at Fiscal Year-End Table

    | (12) Final amount vested based on the Company’s TSR and business performance from 01/01/2021 — 12/31/2023, as certified by the MD&C Committee on January 25, 2024, and further discussed in the Compensation Discussion and Analysis section above. As a result, 50% of the RSUs earned vested on 01/25/2024, and the remaining 50% of the RSUs vest on 01/01/2025. These units may be paid only in cash. |

  116. Outstanding Equity Awards at Fiscal Year-End Table

    | (13) Amount that vests will be based on the Company’s TSR and business performance from 01/01/2022 – 12/31/2024; no payout unless vesting occurs. If achievement warrants, 50% of the adjusted RSUs vest upon certification of the performance results and 50% of the adjusted RSUs vest on the first trading day on or after the anniversary of the first trading day following the end of the performance period. As of 12/07/2023, two-year results would have resulted in an estimated 72% payout under the 2022 Performance Share Program had it vested. The value and the amount in the table assumes that target levels of performance are achieved. These units may be paid only in cash. |

  117. Outstanding Equity Awards at Fiscal Year-End Table

    | (14) Amount that vests will be based on the Company’s TSR and business performance from 01/01/2023 – 12/31/2025; no payout unless vesting occurs. If achievement warrants, 50% of the adjusted RSUs vest upon certification of the performance results and 50% of the adjusted RSUs vest on the first trading day on or after the anniversary of the first trading day following the end of the performance period. As of 12/07/2023, one-year results would have resulted in an estimated 40% payout under the 2023 Performance Share Program had it vested. The value and the amount in the table assumes that target levels of performance are achieved. These units may be paid only in cash. |

  118. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The table below provides supplemental information relating to the value realized by each NEO upon the exercise of stock options and the vesting of RSUs and conditional grants during fiscal year 2023:

  119. Option Exercises and Stock Vested Table

    | Name (a) | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting(1) (#) (d) | Value Realized on Vesting(1) ($) (e) | | John J. Christmann IV | — | — | 438,522 | 19,820,297 | | Stephen J. Riney | — | — | 186,762 | 8,434,750 | | David A. Pursell | — | — | 121,258 | 5,467,896 | | D. Clay Bretches | — | — | 95,338 | 4,229,134 | | Tracey K. Henderson | — | — | 23,209 | 850,008 |

  120. Option Exercises and Stock Vested Table

    | (1) Reflects RSUs vested under the terms of the 2016 Omnibus Compensation Plan. |

  121. Option Exercises and Stock Vested Table

    | 38 | APA Corporation |

  122. Non-Qualified Deferred Compensation Table

    Non-Qualified Deferred Compensation Table The table below provides supplemental information relating to compensation deferred during fiscal year 2023 under the terms of the Apache Corporation Non-Qualified Retirement/Savings Plan (NQ Plan) and/or the APA Deferred Delivery Plan (DDP) by the NEOs.

  123. Non-Qualified Deferred Compensation Table

    | Name (a) | Non-Qualified Plan(1) | Executive Contributions in Last FY ($) (b) | Registrant Contributions in Last FY ($) (c) | Aggregate Earnings in Last FY(2) ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE(3) ($) (f) | | John J. Christmann IV | NQ Plan | 267,336 | 476,838 | (933,197) | — | 7,998,725 | | | DDP | — | — | (420,788) | — | 2,290,586 | | Stephen J. Riney | NQ Plan | 65,800 | 231,300 | (765,679) | — | 4,914,024 | | David A. Pursell | NQ Plan | 69,375 | 178,715 | (365,141) | — | 1,860,151 | | D. Clay Bretches | NQ Plan | 57,000 | 178,715 | 229,195 | — | 1,207,546 | | Tracey K. Henderson | NQ Plan | 53,333 | 134,552 | 55,205 | — | 365,436 |

  124. Non-Qualified Deferred Compensation Table

    | (1) NQ Plan: See footnote (4)(a) to the Summary Compensation Table above for a description of this plan. The amounts in column (b) are also included in the Summary Compensation Table under Salary and Non-Equity Incentive Plan Compensation, as appropriate, for 2023. The amounts in column (c) are also included in the Summary Compensation Table under All Other Compensation for 2023. |

  125. Non-Qualified Deferred Compensation Table

    | DDP: See footnote (4)(a) to the Summary Compensation Table above and footnote (2) to the table under Equity Compensation Plan Information below for a description of this plan. The amounts shown in the table below were previously reported in prior Summary Compensation Tables with respect to the officer’s holdings in the DDP. |

  126. Non-Qualified Deferred Compensation Table

    | (2) Earnings not included in column (h) of the Summary Compensation Table as they are not above-market or preferential earnings. |

  127. Non-Qualified Deferred Compensation Table

    | (3) The amounts in column (f) were previously reported in prior Summary Compensation Tables as follows: |

  128. Non-Qualified Deferred Compensation Table

    | | Christmann | Riney | Pursell | Bretches | Henderson | | Previously Reported for NQ Plan ($) | 5,642,655 | 2,463,895 | 911,327 | 769,924 | — | | Previously Reported for DDP ($) | 3,843,120 | — | — | — | — |

  129. Non-Qualified Deferred Compensation Table

    | 2024 Proxy Statement | 39 |

  130. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The Company is party to agreements and maintains plans that require the Company to provide compensation to the NEOs in the event of a termination of employment or a change in control of the Company. The amount of compensation payable to each NEO in each situation is listed in the following table for fiscal year 2023, assuming termination had occurred on December 31, 2023. All equity awards have been valued as of December 31, 2023.

  131. Potential Payments upon Termination or Change in Control

    | Name | Type of Compensation | Retirement or Voluntary Termination(1) ($) | For Cause Termination ($) | Termination without Cause(2) ($) | Change in Control Termination(3) ($) | Death or Disability ($) | | John J. Christmann IV | Cash Benefits | — | — | 4,290,000 | 12,940,620 | — | | | Continued Health Insurance | — | — | 25,043 | 50,086 | — | | | Continued Life Insurance | — | — | — | 28,030 | — | | | Unvested & Accelerated RSUs | 39,428,568 | — | 31,129,979 | 39,428,568 | 39,428,568 | | | Total | 39,428,568 | — | 35,445,022 | 52,447,304 | 39,428,568 | | Stephen J. Riney | Cash Benefits | — | — | 2,186,250 | 6,714,915 | — | | | Continued Health Insurance | — | — | 8,683 | 17,366 | — | | | Continued Life Insurance | — | — | — | 25,834 | — | | | Unvested & Accelerated RSUs(4) | 13,163,000 | — | 13,648,539 | 17,550,666 | 17,550,666 | | | Total | 13,163,000 | — | 15,843,472 | 24,308,781 | 17,550,666 | | David A. Pursell | Cash Benefits | — | — | 1,856,250 | 5,441,559 | — | | | Continued Health Insurance | — | — | 16,457 | 32,914 | — | | | Continued Life Insurance | — | — | — | 21,244 | — | | | Unvested & Accelerated RSUs | 5,960,583 | — | 9,270,640 | 11,921,166 | 11,921,166 | | | Total | 5,960,583 | — | 11,143,347 | 17,416,883 | 11,921,166 | | D. Clay Bretches | Cash Benefits | — | — | 1,856,250 | 5,635,149 | — | | | Continued Health Insurance | — | — | 25,043 | 50,086 | — | | | Continued Life Insurance | — | — | — | 18,294 | — | | | Unvested & Accelerated RSUs | — | — | 8,047,770 | 10,699,201 | 10,699,201 | | | Total | — | — | 9,929,063 | 16,402,730 | 10,699,201 | | Tracey K. Henderson | Cash Benefits | — | — | 1,718,750 | 4,462,001 | — | | | Continued Health Insurance | — | — | 16,457 | 32,914 | — | | | Continued Life Insurance | — | — | — | 18,708 | — | | | Unvested & Accelerated RSUs | — | — | 4,633,528 | 6,565,179 | 6,565,179 | | | Total | — | — | 6,368,735 | 11,078,802 | 6,565,179 |

  132. Potential Payments upon Termination or Change in Control

    | (1) The awards allow continued vesting beyond retirement after attaining age 55 and a specified combination of age and years of service. This provision also applies to performance share awards for eligible participants, provided that such retirement occurs after the first three months of the performance period and not before. As of December 31, 2023, each NEO’s age and years of service would have resulted in continued vesting of such NEO’s outstanding awards beyond retirement, subject to compliance with conditions set forth in the plan and the awards, in the following percentages: |

  133. Potential Payments upon Termination or Change in Control

    | | Christmann | Riney | Pursell | Bretches | Henderson | | Continued Vesting Beyond Retirement (%) | 100 | 75 | 50 | — | — |

  134. Potential Payments upon Termination or Change in Control

    | (2) Reflects amounts in accordance with the Executive Termination Policy (ETP) as amended and restated on March 1, 2021. Under the ETP, each NEO would be entitled to receive the following benefits in connection with a termination of employment without cause: |

  135. Potential Payments upon Termination or Change in Control

    | (i) two times base salary for the CEO and 1.75 times base salary for the other NEOs; |

  136. Potential Payments upon Termination or Change in Control

    | (ii) a prorated target bonus; |

  137. Potential Payments upon Termination or Change in Control

    | (iii) | twelve months’ COBRA subsidy at active employee rates; |

  138. Potential Payments upon Termination or Change in Control

    | (iv) three years’ service credit toward retiree medical, which would apply only to Mr. Christmann and Mr. Riney, given their age and service, but would not apply to any of the other NEOs based on their age and/or service; |

  139. Potential Payments upon Termination or Change in Control

    | (v) prorated vesting for RSUs and stock options and extension of exercise period to full life of original stock option award; and |

  140. Potential Payments upon Termination or Change in Control

    | 40 | APA Corporation |

  141. Potential Payments upon Termination or Change in Control

    | (vi) prorated vesting based on time in performance period for performance shares, provided the NEO has participated in the performance program for at least one year of the performance period (calculated at the end of the performance period and, if a payout is warranted, paid in cash according to the performance program’s vesting schedule). |

  142. Potential Payments upon Termination or Change in Control

    | The value included in the table for accelerated vesting of RSUs assumes that target performance is achieved with respect to any RSUs that vest based on the achievement of performance measures. NEOs will not be entitled to any payments under the ETP if they are entitled to payments under the Income Continuance Plan (discussed below). A condition precedent to an NEO receiving the benefits under the ETP is the execution of a full and final release of all claims against the Company in a form approved by the Company. |

  143. Potential Payments upon Termination or Change in Control

    | (3) The Company has established the Income Continuance Plan (ICP) as amended and restated on March 1, 2021. The plan provides that all officers of the Company, including the NEOs, and all employees who have reached the age of 40, served the Company for more than ten years, or have been designated for participation based upon special skills or experience will receive the following payments and benefits if their employment is terminated in connection with or within two years following a “change in control” of the Company (as defined in the plan): |

  144. Potential Payments upon Termination or Change in Control

    | (i) for executive officers only, a lump sum payment equal to 12 times the employee’s “monthly compensation;” |

  145. Potential Payments upon Termination or Change in Control

    | (ii) payment of the monthly compensation on a monthly basis for 24 months following termination of employment; |

  146. Potential Payments upon Termination or Change in Control

    | (iii) | a prorated bonus; |

  147. Potential Payments upon Termination or Change in Control

    | (iv) two years of employer contributions that would have been made to the Company’s qualified retirement plans on the employee’s behalf had such termination of employment not occurred; |

  148. Potential Payments upon Termination or Change in Control

    | (v) continuation of medical, dental, vision, and employee assistance benefits for 24 months at no greater than active employee rates, grossed-up for any amounts that are paid on an after-tax basis; and |

  149. Potential Payments upon Termination or Change in Control

    | (vi) continued life insurance benefits for 24 months at no greater than active employee rates. |

  150. Potential Payments upon Termination or Change in Control

    | For the purposes of the ICP, “monthly compensation” means one-twelfth of all cash compensation, including salary, incentive compensation, and bonuses, but excluding any cash paid pursuant to the Company’s long-term incentive programs, paid to the employee during the year immediately preceding the termination date; provided, that for purposes of determining monthly compensation, bonuses shall be valued at the greater of (A) the target bonus for the year in which the termination occurs or (B) the average bonus paid to the employee during the three years immediately preceding the termination date. In addition, under our equity compensation plans and award agreements, each NEO would receive full accelerated vesting of all equity awards, with vesting based on target performance being achieved with respect to any performance awards that have not been completed as of the termination date. |

  151. Potential Payments upon Termination or Change in Control

    | (4) On February 18, 2015, Mr. Riney was granted 45,000 RSUs, which have since fully vested, and 60% of these shares will not be eligible for sale by Mr. Riney until such time as he retires or terminates employment with the Company. If Mr. Riney is terminated by the Company without cause and not by reason of becoming disabled or if he terminates employment for good reason, the above restriction will lapse. |

  152. CEO Pay Ratio

    CEO Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, the following is a reasonable estimate of the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. The annual total compensation of our median employee for 2023 was $208,651. As disclosed in the Summary Compensation Table, our CEO’s annual total compensation for 2023 was $13,763,441. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 66:1. We identified the median employee using the employee population on November 30, 2023, that received taxable compensation (other than our CEO) for the calendar year 2023. We evaluated gross compensation, excluding equity, as a consistently applied compensation measure. We did not annualize the wages for new employees who were employed for less than the full fiscal year or make cost of living adjustments. In previous years, we used a determination date of December 31 for our CEO Pay Ratio disclosure. Because of a reduction in our UK workforce that occurred at the end of 2023, we determined that our workforce as of November 30, 2023, more accurately reflected our employee population for the year. This information is being provided for compliance purposes. Neither the MD&C Committee nor the executives of our Company use the pay ratio measure in making compensation decisions.

  153. CEO Pay Ratio

    | 2024 Proxy Statement | 41 |

  154. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) and Item 402(v) of Regulation S-K (the PvP Rule), we provide the following disclosure regarding executive “compensation actually paid” (CAP), calculated in accordance with SEC rules, and certain Company performance for the fiscal years listed below. This disclosure was prepared in accordance with the requirements of the PvP Rule and does not necessarily reflect the value actually realized by our executives, how our executives’ compensation relates to Company performance, or how the MD&C Committee evaluates compensation decisions in light of Company or individual performance. For example, the MD&C Committee does not use CAP as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our executives’ incentive compensation. Please refer to our Compensation Discussion and Analysis for a complete description of how executive compensation relates to Company performance and how the MD&C Committee makes its compensation decisions. The information provided under this Pay versus Performance section will not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates it by reference.

  155. Pay versus Performance

    | Year (a) | Summary Compensation Table Total for PEO (1) ($) (b) | Compensation Actually Paid to PEO (2) ($) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (1) ($) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (3) ($) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income (5) (in millions) ($) (h) | Free Cash Flow (6) (in millions) ($) (i) | | | | | | | Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return (4) ($) (g) | | | | 2023 | 13,763,441 | 3,438,692 | 5,142,656 | 1,481,677 | 149.23 | 189.15 | 2,855 | 965 | | 2022 | 13,802,119 | 37,002,785 | 5,258,220 | 12,358,523 | 189.47 | 180.98 | 3,674 | 2,458 | | 2021 | 15,040,707 | 27,948,348 | 5,318,503 | 9,347,083 | 107.38 | 113.41 | 973 | 1,823 | | 2020 | 14,321,225 | 4,161,792 | 5,049,645 | 2,445,197 | 56.29 | 66.35 | (4,860) | 182 |

  156. Pay versus Performance

    | (1) The dollar amounts reported in columns (b) and (d) are the amounts of total compensation reported for the PEO and the average of the amounts reported for the Company’s non-PEO NEOs as a group, respectively, for each corresponding year in the “Total” column of the Summary Compensation Table (SCT). The individuals included in the table are: |

  157. Pay versus Performance

    | Year | PEO | Non-PEO NEOs | | 2023 | John J. Christmann IV | Stephen J. Riney, David A. Pursell, D. Clay Bretches, and Tracey K. Henderson | | 2022–2020 | John J. Christmann IV | Stephen J. Riney, P. Anthony Lannie, David A. Pursell, and D. Clay Bretches |

  158. Pay versus Performance

    | (2) The dollar amounts reported in column (c) represent the amount of CAP to the PEO, as computed in accordance with the PvP Rule. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of the PvP Rule, the adjustments in the table below were made to the total compensation of the PEO as reported in the SCT for each year and the addition (or subtraction, as applicable) of the amounts shown in the table for equity award adjustments, as required by the PVP Rule, to determine the CAP. No pension benefit adjustments were made, as the Company does not have any defined benefit or actuarial pension plans applicable to our U.S. employees, including our NEOs. The grant date fair value of equity awards represents the total (or average, as applicable) of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  159. Pay versus Performance

    | PEO | | | | | | Calculation of CAP | 2023 | 2022 | 2021 | 2020 | | Reported SCT total ($) | 13,763,441 | 13,802,119 | 15,040,707 | 14,321,225 | | – Reported value of equity awards ($) | (9,384,742) | (9,479,781) | (10,596,139) | (10,172,011) | | + Year-end fair value of equity awards granted in the year ($) | 6,951,766 | 14,735,109 | 17,107,671 | 5,643,936 | | + Year-over-year change in fair value of outstanding and unvested equity awards granted in prior years ($) | (13,911,887) | 16,249,187 | 6,070,063 | (6,398,628) | | + Fair value as of vesting date of equity awards granted and vested in the year ($) | — | — | — | — | | + Year-over-year change in fair value of equity awards granted in prior years that vested in the year ($) | 4,800,065 | 779,729 | 221,021 | 392,916 | | – Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) | — | — | — | — | | + Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation ($) | 1,220,048 | 916,422 | 105,024 | 374,355 | | = CAP* | 3,438,692 | 37,002,785 | 27,948,348 | 4,161,792 |

  160. Pay versus Performance

    | * Individual amounts above and the totals are rounded to the nearest dollar. |

  161. Pay versus Performance

    | 42 | APA Corporation |

  162. Table of Contents

    | (6) Free Cash Flow for purposes of this Pay versus Performance table is calculated by taking cash flows from operations before changes in operating assets and liabilities, including Sinopec’s noncontrolling interest, and subtracts upstream capital investment and distributions to Sinopec’s noncontrolling interest. This is a different formulation of Free Cash Flow as compared to what is used in the Company’s goal metrics, as described in the Compensation Discussion and Analysis section. |

  163. Director Compensation

    Director Compensation

  164. Summary of 2023 Director Compensation

    Summary of 2023 Director Compensation Under the terms of the Company’s Non-Employee Directors’ Compensation Plan, as amended and restated on July 13, 2017 (the Directors’ Compensation Plan), and the Company’s Non-Employee Directors’ Restricted Stock Units Program (the RSU Program), each non-employee director receives an annual retainer, generally paid one-third in cash and two-thirds in stock. The equity component of the annual Board retainer for the Company’s non-employee directors is not paid out until the non-employee director retires or otherwise leaves the Board. The retirement plan for the Company’s non-employee directors limits participation to those members first elected to the Board on or before June 30, 2014.

  165. Annual Review of Director Compensation

    Annual Review of Director Compensation In our annual review of director compensation, the benchmarking analysis provided to the Board for 2023 indicated that our average director compensation was just above the 50th percentile of the 2023 compensation peer group at that time. For information on the 2023 compensation peer group, see the Compensation Discussion and Analysis section above.

  166. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation paid by the Company to non-employee directors for the 2023 fiscal year:

  167. Director Compensation Table

    | Name(1) (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards(2) ($) (c) | Option Awards ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) (f) | All Other Compensation(4) ($) (g) | Total ($) (h) | | Annell R. Bay | 115,000 | 199,928 | — | — | — | 10,000 | 324,928 | | Juliet S. Ellis | 120,000 | 199,928 | — | — | — | 10,000 | 329,928 | | Charles W. Hooper | 104,524 | 199,928 | — | — | — | — | 304,452 | | Chansoo Joung | 120,000 | 199,928 | — | — | — | 10,000 | 329,928 | | H. Lamar McKay | 200,000 | 299,857 | — | — | — | — | 499,857 | | Amy H. Nelson | 105,000 | 199,928 | — | — | — | 8,500 | 313,428 | | Daniel W. Rabun | 105,000 | 199,928 | — | — | — | — | 304,928 | | Peter A. Ragauss | 105,000 | 199,928 | — | — | — | 10,000 | 314,928 | | David L. Stover | 100,000 | 199,928 | — | — | — | — | 299,928 |

  168. Director Compensation Table

    | (1) Employee directors do not receive additional compensation for serving on the Board. John J. Christmann IV, the Company’s CEO, is not included in this table as he was an employee of the Company during 2023. The compensation he received as an employee of the Company is shown in the Summary Compensation Table. |

  169. Director Compensation Table

    | (2) Grant date fair value, as computed in accordance with FASB ASC Topic 718, of RSUs granted during 2023 to each non-employee director based on the per share closing price of the Company’s common stock on the date of grant. None of the non-employee directors had unvested RSUs or restricted APA common stock at year-end 2023. |

  170. Director Compensation Table

    | (3) Earnings not included in column (f) of the Director Compensation Table as they are not above-market or preferential earnings. |

  171. Director Compensation Table

    | (4) These amounts reflect payments made to qualified non-profit organizations under the Company’s Workplace Giving Program to match donations made by the director. The administration of the Workplace Giving Program may result in reported amounts in excess of the annual matching limit, when a donation is made by a director in one fiscal year, but the Company matching donation is not processed until the next fiscal year. Additional information about the Workplace Giving Program is provided in the Compensation Discussion and Analysis section above. |

  172. Director Compensation Table

    | 2024 Proxy Statement | 47 |

  173. Director Compensation Table

    | PROPOSAL 11: RATIFICATION OF AUDITOR APPOINTMENT |

  174. Director Compensation Table

    The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the work of the registered public accounting firm (independent auditor) employed by the Company and establishes guidelines for the retention of the independent auditor for any permissible services. In performing these responsibilities, among other things, the Audit Committee (i) reviews the qualifications, performance, and independence of the independent auditor, (ii) reviews and evaluates the lead partner of the independent auditor having primary responsibility for the Company’s audit and ensures the rotation of such partners as required by law, and (iii) considers whether the independent auditor should be rotated in order to maintain the independence between the independent auditor and the Company. The Audit Committee has appointed Ernst & Young LLP (EY), an independent auditor, to audit the Company’s financial statements for the fiscal year ending December 31, 2024. EY served as the Company’s independent auditor for the fiscal year ended December 31, 2023, and reported on the Company’s consolidated financial statements for that year, as well as the effectiveness of the Company’s internal control over financial reporting. EY has served as the independent auditor of the Company since 2002. The Board believes that the continued retention of EY to serve as the Company’s independent auditor is in the best interests of the Company and its shareholders and, at the request of the Audit Committee, is asking you to ratify that appointment. Representatives of EY will be present at the annual meeting and will have an opportunity to make a statement, if they desire to do so, and to respond to appropriate questions regarding APA’s business. Although shareholder ratification is not required, the appointment of EY as the Company’s independent auditor for fiscal year 2024 is being submitted for ratification at the annual meeting because the Board believes doing so is a good corporate governance practice. Furthermore, the Audit Committee will take shareholders’ opinions regarding the appointment of EY into consideration in future deliberations. If EY’s appointment is not ratified at the annual meeting, the Audit Committee will consider the engagement of another independent auditor. The Audit Committee may terminate EY’s engagement as the Company’s independent auditor without the approval of the Company’s shareholders whenever the Audit Committee deems appropriate.