DEF 14A of APA Corp, Apr 10, 2025

DEF 14A of APA Corp

Filed Apr 10, 2025 · FY20240001193125-25-077464

Open on EDGAR

  1. PROPOSALS 1–11: ELECTION OF DIRECTORS

    PROPOSALS 1–11: ELECTION OF DIRECTORS The terms of our current directors will expire at the annual meeting. Each of our current directors has been recommended by the CRG&N Committee and nominated by the Board for election by the shareholders to a one-year term. If elected, all nominees will serve beginning upon their election until their respective successors have been duly elected and qualified at the next annual meeting of shareholders. Unless otherwise instructed, all proxies will be voted in favor of these nominees. If one or more of the nominees is unwilling or unable to serve, the proxies will be voted only for the remaining named nominees. The Board knows of no nominee for director who is unwilling or unable to serve if elected. Proxies cannot be voted for more than eleven nominees.

  2. Summary Information about Our Nominees

    Summary Information about Our Nominees

  3. Summary Information about Our Nominees

    | | Skills / Attributes | | | | | | | | | | | | | | Independent | ● | ● | | ● | ● | ● | ● | ● | ● | ● | ● | | | Years on Board | 11 | 1 | 10 | 6 | 1 | 3 | 14 | 4 | 10 | 3 | 1 | | | Age | 69 | 68 | 58 | 66 | 63 | 67 | 64 | 66 | 67 | 67 | 48 | | | Gender | F | M | M | F | M | M | M | M | M | M | F | | | Ethnic Minority | | | | | | ● | ● | | | | | | | Military Veteran | | | | | | ● | | | | | | | | Other Public Company Boards | | 1 | | 1 | | 2 | 1 | 1 | 1 | | 1 | | | 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 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 | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | 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 | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | | 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 | ● | CEO | CEO | ● | CFO | ● | ● | ● | CFO | CEO | CFO | | | 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

    | 12 | APA Corporation |

  5. Nominees for Election as Directors

    Nominees for Election as Directors

  6. Nominees for Election as Directors

    | Director Since: May 2014 APA Committees: – CRG&N, Chair – MD&C Other Public Company Boards: – None | 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 prior member of public company boards in two countries with vastly different governance regulatory regimes, Ms. Bay brings unique governance perspective and understanding of 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, Service, and Qualifications • Advisory board member, Jackson School of Geosciences, University of Texas at Austin • Trustee, Trinity University • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute • Former board member of Verisk Analytics, Inc. and Hunting PLC 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 | | Director Since: April 2024 APA Committees: – Audit – CRG&N Other Public Company Boards: – Berry Corporation | 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 and joining the board of Berry Corporation in the fourth quarter of 2024 has provided him exposure to different segments of the energy industry as well as governance practices and will provide the Board with valuable insight and knowledge on the company’s business. Additional Experience and Qualifications • National Association of Corporate Directors Board Certified • Registered Geoscientist • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute 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 that holds Mr. Bob’s mineral interests. MB Exploration does not compete with APA. 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

    | 2025 Proxy Statement | 13 |

  8. Nominees for Election as Directors

    | Chief Executive Officer 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 27 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, Service, and Qualifications • Board of Visitors, University of Texas MD Anderson Cancer Center • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute 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 | | 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, Service, and Qualifications • Board of Directors, Houston Methodist Hospital system • Member, Women Corporate Directors • Chartered Financial Analyst (CFA) • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute Career Highlights Invesco, 2004-2019 • Managing Director, Senior Portfolio Manager • Chief Investment Officer, U.S. 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

    | 14 | APA Corporation |

  10. Nominees for Election as Directors

    | Director Since: October 2024 APA Committees: – Audit – Cybersecurity Other Public Company Boards: – None | KENNETH M. FISHER Reasons for Nomination to Our Board • Mr. Fisher brings with him extensive financial and leadership experience across the oil and gas value chain. • Mr. Fisher’s experience on public company boards and as the chair of the audit committee at ChampionX enhances the board’s risk management practices and provides insight into emerging best practices. Additional Leadership Experience, Service, and Qualifications • Former board member and chair of the Audit Committee for ChampionX • Former chair of the board of directors of Noble Midstream Partners • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute Career Highlights ChampionX, 2021-present • Executive Vice President and Chief Financial Officer Noble Energy, Inc., 2009-2020 • Executive Vice President and Chief Financial Officer • Senior Vice President and Chief Financial Officer Shell plc, 2002-2009 • Executive Vice President, Finance, for Upstream Americas • Group Director of Strategy and Business Development • Executive Vice President, Strategy and Portfolio for the Global Downstream Business • Chief Financial Officer for Shell Oil Products U.S. | | Director Since: February 2022 APA Committees: – Cybersecurity, Chair – MD&C Other Public Company Boards: – General Dynamics Corporation – UL Solutions Inc. | 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, Service, and Qualifications • Member, Council on Foreign Relations • Nonresident Scholar, Atlantic Council; Harvard University Belfer Center • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute • Additional Board Memberships: Two Six Technologies, Inc.; Civilian Marksmanship Program 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 |

  11. Nominees for Election as Directors

    | 2025 Proxy Statement | 15 |

  12. Nominees for Election as Directors

    | Director Since: February 2011 APA Committees: – Audit, Chair – Cybersecurity Other Public Company Boards: – South Bow Corporation | 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, Service, and Qualifications • Former Director, Targa Resources Partners/Targa Corporation and Magellan Midstream Partners, L.P. • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute 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 | | Non-Executive Chair of the Board since September 1, 2022 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. Additional Qualifications • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute 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 |

  13. Nominees for Election as Directors

    | 16 | APA Corporation |

  14. Nominees for Election as Directors

    | 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. Additional Qualifications • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute 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 | | 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. Additional Qualifications • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute 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 |

  15. Nominees for Election as Directors

    | 2025 Proxy Statement | 17 |

  16. Nominees for Election as Directors

    | Director Since: April 2024 APA Committees: – Audit – CRG&N Other Public Company Boards: – Sempra | 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, Service, and Qualifications • Board Trustee, the Musical Arts Association, non-profit organization that oversees the Cleveland Orchestra • NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon University’s Software Engineering Institute 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 |

  17. Nominees for Election as Directors

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

  18. Nominees for Election as Directors

    | 18 | APA Corporation |

  19. EXECUTIVE AND DIRECTOR COMPENSATION

    EXECUTIVE AND DIRECTOR COMPENSATION

  20. Compensation Discussion and Analysis (CD&A)

    | • | strategy – to focus on creating sustainable free cash flow by prioritizing long-term returns over growth. |

  21. About Our CD&A

    | ü | Appreciated our approach to capping relative Total Shareholder Return (TSR) payouts for long-term incentives when absolute TSR is negative and requiring above-median TSR performance to earn a target payout, reinforcing the importance of aligning pay with shareholder experience. |

  22. About Our CD&A

    | ü | Called for greater transparency in disclosures, requesting clearer insights into how we set performance goals for incentive plans, select peers for benchmarking, and ensure strong pay-performance alignment. |

  23. 2024 NEOs

    Additionally, P. Anthony Lannie, former Executive Vice President and General Counsel, and David A. Pursell, former Executive Vice President of Development, are NEOs for fiscal year 2024. They were terminated without cause effective October 15, 2024, and April 9, 2024, respectively. Additional details are provided in the Potential Payments upon Termination or Change in Control table.

  24. What We Heard and What We Did

    | | What We Heard | | What We Did | | Shareholders had some concerns that annual incentive targets were set below prior year’s results without an explanation for why | | • Included more detail in this CD&A about how and why we set performance targets independently of prior-year results as part of our goal-setting process (see Question 1 in the section entitled Insights from Juliet S. Ellis, MD&C Committee Chair below) | | | Shareholders had questions about the inclusion of companies in the compensation peer group with significantly larger market capitalizations | | • Reinforced in this CD&A that market capitalization is just one factor in our peer group considerations. We include both larger and smaller peers to ensure a well-rounded comparison based on geographic footprint, scale, and complexity (see Question 4 in the section entitled Insights from Juliet S. Ellis, MD&C Committee Chair below) • Removed Pioneer Natural Resources (acquired by ExxonMobil) from the compensation peer group for purposes of setting compensation levels for 2025 and replaced it with Civitas Resources, which is better aligned with the current size, scope, operations, and business complexities of APA | | | Shareholders wanted a better understanding of how the Board views CEO pay-for-performance alignment | | • Provided a broader explanation of how the Board assesses CEO pay-for-performance alignment, including a comparison of target compensation and realized pay relative to peers (see Question 5 in the section entitled Insights from Juliet S. Ellis, MD&C Committee Chair below) | | | Shareholders requested greater transparency in long-term incentive performance targets, especially for forward-looking metrics | | • Published our Cash Return on Invested Capital (CROIC) performance targets for the full three-year performance period of January 1, 2024, through December 31, 2026 | |

  25. Insights from Juliet S. Ellis, MD&C Committee Chair

    | 1. Why are performance targets for annual incentives sometimes set below prior-year actual performance? |

  26. Insights from Juliet S. Ellis, MD&C Committee Chair

    | 3. Certain performance targets for incentive plan purposes were set below last year’s actual results yet target award opportunities for the CEO increased. How do you justify that decision? |

  27. Insights from Juliet S. Ellis, MD&C Committee Chair

    | • | Target award opportunities represent potential pay levels and are set based on market data, with periodic adjustments to ensure compensation remains competitive. As part of our process, we conduct reviews with the support of our independent compensation consultant to ensure CEO target pay appropriately aligns with the median of our compensation peer group and reflects the size, scope, and strategic demands of the role. |

  28. Insights from Juliet S. Ellis, MD&C Committee Chair

    | 4. Why do you include companies in your compensation peer group with more than double your market capitalization? |

  29. Insights from Juliet S. Ellis, MD&C Committee Chair

    Our compensation peer group is designed to reflect the size, scope, and complexity of our operations while providing a meaningful benchmark for recruitment, retention, and performance. While market capitalization is one consideration—and may create a perceived size bias within the peer group—it is not the sole factor. We select peer companies that are both larger and smaller than APA Corporation to get a well-rounded comparison of companies that reflect our size, geographic footprint, scale, and complexity. We include companies with comparable operational footprints and geographic diversity, both domestically and internationally, as well as those headquartered in Texas or surrounding regions. In addition, the compensation peer group spans a range of 0.4x to 4.0x our revenue and 0.8x to 5.4x our assets. In aggregate, these characteristics help ensure that we set annual target total compensation levels relative to companies that compete with us for executive talent and face similar operational challenges within the E&P sector. They also support our ability to attract and retain senior leaders who possess the extensive technical expertise required to meet our organization’s demands. This structure also allows us to evaluate our compensation practices relative to peers whose business dynamics closely reflect our own, even if their market capitalization differs. Please see the related discussion in this CD&A below for more information about our compensation peer group.

  30. Changes for 2025: Long-Term Incentives

    Changes for 2025: Long-Term Incentives To better align executive decision-making with shareholder interests and strengthen the link between pay and stock performance, the MD&C Committee refined the 2025 equity mix by adding stock options. Unlike performance awards, which focus on specific financial goals, stock options create value only with stock price growth, increasing at-risk compensation and promoting long-term value creation. This change also reduced the proportion of time-based Restricted Stock Units (RSUs), placing greater emphasis on performance-driven rewards, as shown below:

  31. Changes for 2025: Long-Term Incentives

    | Long-Term Incentive Award Mix |

  32. Changes for 2025: Long-Term Incentives

    In addition, performance awards granted in 2025 will place greater emphasis on relative TSR, which will comprise the majority of the award, alongside Cash Return on Invested Capital (CROIC), as shown below. The shift from a sustainability metric to an increased TSR weighting serves two purposes: (1) it sharpens the focus on delivering long-term shareholder value by aligning award payouts with stockholder returns; and (2) reflects investor preferences for formula-based, quantitative market or financial metrics in long-term incentive plans.

  33. Changes for 2025: Long-Term Incentives

    | Performance Award Mix |

  34. 2024 Compensation Highlights

    2024 Compensation Highlights Our program has three primary elements: base salary, annual incentives, and long-term equity incentives. Each of these compensation elements 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. Below are key highlights of the executive compensation decisions the MD&C Committee made for fiscal year 2024 related to the NEOs:

  35. 2024 Compensation Highlights

    | Element | Key Decisions | | Base Salaries | • Kept most NEO base salaries flat in 2024, with an exception for Mr. Riney • Increased Mr. Riney’s base salary to recognize his promotion to President and CFO and expanded responsibilities following the Callon Petroleum acquisition | | Annual Incentives | • Kept most NEO target annual incentive awards unchanged from 2023, with exceptions for Messrs. Christmann and Riney • Increased Mr. Christmann’s target for the first time since 2015 to align with market median practices (please see Insights from Juliet S. Ellis, MD&C Committee Chair above for more information) • Adjusted Mr. Riney’s target to reflect his new role as President and CFO and expanded responsibilities post-Callon Petroleum acquisition • Approved actual annual incentive awards—based on performance—at 109% of target | | Long-Term Incentives | • Granted 2024 awards with a mix of 60% performance-based and 40% time-based equity • Increased Mr. Christmann’s target for the first time since 2022 to align with market median practices (please see Insights from Juliet S. Ellis, MD&C Committee Chair above for more information) • Adjusted Mr. Riney’s target to recognize his promotion and new responsibilities following the Callon Petroleum acquisition • Awarded performance awards from the 2022 grant at 118% of target, with 50% vested on February 5, 2025, and the remaining 50% set to vest on January 1, 2026 |

  36. Compensation Best Practices and Policies

    | | What We Do | | What We Don’t Do | | ü | Place a significant emphasis on performance-based, at-risk, long-term compensation | × | Reprice underwater stock options | | ü | Extend vesting for performance awards beyond the typical three-year timeline—half (50%) vests at the end of year three and the other half (50%) at the end of year four | × | Provide excessive perquisites | | ü | Cap our TSR payouts at target if TSR is negative and require above-median TSR performance to earn a target payout | × | Utilize executive officer employment contracts | | ü | Double trigger change in control provisions | × | Provide guaranteed bonuses or uncapped incentives | | ü | Maintain a robust clawback policy, and rigorous stock ownership requirements for our officers and directors | × | 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 |

  37. APA’s Guiding Principles and Executive Compensation Philosophy

    | | Alignment with shareholder interests. Executives should be compensated through market-competitive pay elements based on short-term and long-term performance goals that align executive compensation with the creation of long-term value for our shareholders. | | | Pay for performance. A substantial portion of executives’ compensation should be linked to the achievement of pre-determined financial, operational, and other key strategic metrics with challenging performance targets that align with APA’s business strategy and long-term objectives. | | | Commitment to sustainability. Our program should include quantifiable environmental and safety goals, the achievement of which impact actual incentive award payouts. Considerable focus should be on metrics that demonstrate our commitment to worker safety and to measurable improvements in emissions reduction. |

  38. Components of Executive Compensation

    | | Component | Purpose | Key Features | | | Base Salary | Provide market-competitive base pay, reflective of an executive officer’s role, responsibilities, and individual performance to attract and retain top talent | ● Reviewed annually based on market data, internal equity, job responsibilities, and individual performance | | | Annual Incentive Compensation | Focus executive officers on achieving annual financial, operational, and other key short-term strategic goals that align with APA’s business strategy and drive long-term results | ● Based on the achievement of pre-determined corporate performance metrics measured against a mix of quantitative goals (weighted 80%) and qualitative goals (weighted 20%) ● Driven by challenging targets that reflect and balance financial, operational, and strategic priorities (e.g., capital discipline, cost management, sustainability) with market realities (e.g., continuously fluctuating commodity prices, geopolitical influences, operational risks, and limits of oil and gas reserves) | | | Long-Term Incentive Compensation | Provides incentives for executive officers to execute on longer-term financial/strategic goals that drive shareholder value creation, and supports APA’s talent retention objectives | ● Comprised of 60% performance awards and 40% restricted stock units (RSUs) ● Performance awards: earned based on the achievement of relative and absolute metrics at the end of a three-year performance period; vests 50% at the end of year three and 50% at the end of year four ● RSUs: vest ratably over three years |

  39. Decision-Making Process

    | | The Role of the Board | | The Role of the MD&C Committee | | The Role of Executive Management | | The Role of the Independent Consultant | | The independent members of the Board review, modify as needed, and approve the MD&C Committee’s recommendations for the CEO’s total compensation. The entire Board is responsible for this same process in establishing annual compensation for the other NEOs. | | The MD&C Committee works closely with executive management and its independent consultant to monitor the effectiveness of APA’s executive compensation program throughout the year. It is responsible for reviewing and approving executive compensation, including evaluating performance against corporate goals, advising on incentive plans, and administering equity-based compensation awards. The MD&C Committee also discusses human capital matters such as succession planning and management development. | | The CEO reviews his recommendations pertaining to the compensation of the other NEOs with the MD&C Committee providing management input, transparency, and oversight. Recommendations of NEO compensation other than CEO compensation are made by the MD&C Committee. The CEO does not participate in the deliberations of the MD&C Committee regarding his own compensation. Independent members of the Board make all final determinations regarding CEO compensation. | | The MD&C Committee engages an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. Pursuant to authority granted to it under its charter, the MD&C Committee engaged Pearl Meyer & Partners, LLC and determined that Pearl Meyer was independent during 2024. Pearl Meyer reports directly to the MD&C Committee and does not provide any additional services to management. | |

  40. Compensation Peer Group

    Compensation Peer Group The MD&C Committee regularly assesses the market competitiveness of the Company’s executive compensation program based on data from a comparator peer group (called “the compensation peer group”). The MD&C Committee reviews and determines the compensation peer group’s composition on an annual basis, considering input from its independent compensation consultant and management. In its review, the MD&C Committee references publicly disclosed pay data from the compensation peer group in combination with survey data to help define the competitive market for pay opportunities. The MD&C Committee also collects data from the compensation peer group to examine competitive practices and program governance. The compensation peer group is intended to reflect E&P companies of a similar size, scope of operations, complexity, and international footprint as APA. In aggregate, these characteristics help ensure that we set annual target total compensation levels relative to companies that compete with us for executive talent and face similar operational challenges within the E&P sector. They also support our ability to attract and retain senior leaders who possess the extensive technical expertise required to meet our organization’s demands. This structure also allows us to evaluate our compensation practices relative to peers whose business dynamics closely reflect our own, even if their market capitalization differs. Specifically, the MD&C Committee uses the following criteria when determining the compensation peer group for companies in our industry:

  41. Compensation Peer Group

    | Component | | Criteria | | | Size | Companies with similar market capitalization—between 0.5x and 6.2x our market capitalization, revenues—between 0.4x and 4.0x our revenue, and assets—between 0.8x and 5.4x our assets | | | Operations | Companies with similar domestic and/or international operations and complexities | | | Headquarters | Companies headquartered in Texas or surrounding states | | | Talent Competition | Companies with which we compete for executive talent |

  42. Compensation Peer Group

    | 28 | APA Corporation |

  43. Compensation Peer Group

    For purposes of setting compensation levels for 2024, the MD&C Committee reviewed the compensation peer group in late 2023. At that time, and consistent with the parameters of our selection criteria described above and to help maintain a reasonably sized compensation peer group for benchmarking purposes, the MD&C Committee added Antero Resources Corporation and Chesapeake Energy Corporation (prior to becoming Expand Energy Corporation). As a result, the 2024 compensation peer group was as follows:

  44. Compensation Peer Group

    | 2024 Compensation Peer Group | | | | Antero Resources Corporation | Diamondback Energy, Inc. | Murphy Oil Corporation | | Chesapeake Energy Corporation | EOG Resources, Inc. | Occidental Petroleum Corporation | | Coterra Energy, Inc. | Hess Corporation | Ovintiv Inc. | | Devon Energy Corporation | Marathon Oil Corporation | Pioneer Natural Resources Co. |

  45. Compensation Peer Group

    Given the significant merger and acquisition activity in the oil and gas industry in recent years, ensuring our compensation peer group is aligned with our business objectives, captures the size and complexity of our organization, and remains appropriate for benchmarking our executive compensation program is an ongoing priority. In May 2024, Pioneer Natural Resources was acquired by ExxonMobil. As a result, it was removed from the compensation peer group for purposes of setting compensation levels for 2025 and replaced with Civitas Resources, which is better aligned with the current size, scope, operations, and business complexities of APA.

  46. Annual Incentive Compensation Plan

    Annual Incentive Compensation Plan 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. Actual annual incentive awards depend on the achievement of corporate performance objectives. The Committee also retains discretion to apply an individual performance factor to awards to either reduce or increase the payout based on its assessment of individual performance.

  47. 2024 Annual Incentive Target Award Opportunity

    2024 Annual Incentive Target Award Opportunity Annual incentive target opportunities are expressed as a percentage of base salary and are established based on market data, internal equity, and size and scope of job responsibilities to create a market competitive total cash compensation level. Actual awards may range from zero to 200% of target. The MD&C Committee increased the 2024 target annual incentive award opportunities for Messrs. Christmann and Riney by 10% and 20%, respectively, to align with market median practices relative to

  48. 2024 Annual Incentive Target Award Opportunity

    | 2025 Proxy Statement | 29 |

  49. 2024 Annual Incentive Target Award Opportunity

    their roles. Mr. Christmann’s target award opportunity was increased for the first time since 2015. Mr. Riney’s target award opportunity increase was in recognition of his promotion to President and CFO in January 2024 and his expanded roles and responsibilities in conjunction with the closing of the Callon Petroleum acquisition. All other NEO target annual incentive award opportunities remained unchanged from 2023. As a result, target annual incentive award opportunities for 2024 were as follows:

  50. 2024 Annual Incentive Target Award Opportunity

    | Named Executive Officer | 2024 Base Salary ($) | 2024 Target Annual Incentive Opportunity (%) | 2024 Target Annual Incentive Opportunity ($) | | John J. Christmann IV | 1,300,000 | 140 | 1,820,000 | | Stephen J. Riney | 900,000 | 120 | 1,080,000 | | D. Clay Bretches | 675,000 | 100 | 675,000 | | Tracey K. Henderson | 625,000 | 100 | 625,000 | | Mark D. Maddox | 625,000 | 80 | 500,000 | | P. Anthony Lannie* | 695,000 | 80 | 556,000 | | David A. Pursell* | 675,000 | 100 | 675,000 |

  51. 2024 Annual Incentive Target Award Opportunity

    | * Messrs. Lannie and Pursell ceased employment with the Company effective October 15, 2024, and April 9, 2024, respectively. Additional details are provided in the Potential Payments upon Termination or Change in Control table. |

  52. Corporate Performance Objectives

    | ○ | Operational goals prioritize capital allocation for drilling projects to optimize long-term returns and guide management towards exploration and development activities that add reserves cost-effectively. |

  53. Corporate Performance Objectives

    | ○ | Sustainability goals focus management’s efforts on air, water, and communities and people, to ensure long-term sustainable business, and provide a safe, secure, healthy, and environmentally responsible workplace. |

  54. 2024 Corporate Performance Scorecard

    2024 Corporate Performance Scorecard The MD&C Committee typically sets the threshold, target, and maximum for each goal at the start of the year, aligned with our approved annual corporate plan and submitted for approval at the February Board meeting. Our corporate performance is then measured against a scorecard at the end of the fiscal year. A key part of our process is ensuring that each year’s performance targets are set independently of prior results and aligned with our strategic priorities, which is a common practice for E&P companies, like APA. In such an unpredictable landscape, relying on past performance alone would be neither practical nor effective. In particular, we set free cash flow targets based on our plan price for commodities in the year ahead, reflecting the reality that we operate in a highly volatile environment, shaped primarily by fluctuating commodity prices, which directly impact free cash flow, influencing our ability to reinvest, manage debt, and return value to shareholders (i.e., when our plan price is lower than previous year, free cash flow targets will be set lower). Our performance targets are calibrated to account for these challenges and reflect the unique complexities of the global E&P sector, which calls for a forward-looking, adaptable approach that differs from industries with more stable operating conditions. This approach ensures that we can remain agile in changing market conditions, reinvest in future growth, and safeguard financial health, all while focusing on prudent risk management and long-term value creation for shareholders.

  55. 2024 Corporate Performance Scorecard

    | The MD&C Committee’s Final Scorecard 2024 Corporate Performance Metrics | | | | | | | | | Performance Goals and Actual Results | | | | | Objectives/Metrics | Weight | Threshold 50% Payout | Target 100% Payout | Maximum 200% Payout | Payout | | Financial/Operational | | | | | | | Free Cash Flow ($MM)(1) — focuses leadership on conservative budgeting and strict cost management; represents cash remaining after capital expenditures, highlighting our capacity to reinvest in the business or return funds to shareholders | | | | | 18% | | Cash Costs per Barrel of Oil Equivalent ($/BOE)(2) — keeps leadership focused on managing production expenses and overhead in an inflationary environment to maximize cash flow; measures operational efficiency by tracking the cash cost to produce each BOE, promoting cost discipline and efficiency—essential for profitability amid fluctuating commodity prices | | | | | 26% | | Drilling Capital Efficiency (P/I)(3) — encourages maximizing production while minimizing capital investment, directly impacting profitability and resource utilization to optimize long-term returns; evaluates the effectiveness of capital use in drilling operations to achieve optimal production | | | | | 9% | | All-in Finding and Development ($/BOE)(4) — promotes efficient capital use in reserve expansion, essential for long-term growth and resource sustainability; measures the total cost of discovering and developing reserves, including exploration and development expenses | | | | | 10% | | Sustainability | | | | | | | Air — Deliver projects to reduce diesel consumption for power generation by the specified goal percentage in 2024 | | | | | 20% | | Safety — Achieve the specified goal set for the Company’s severe incident rate | | | | | 6% | | Safety — Conduct Life-Saving Rules inspections with greater than 30% leadership participation | | | | | 10% | | Strategic | | | | | | | FCF to Shareholders — Return a minimum of 60% of Free Cash Flow to shareholders | | • Returned approximately 70% of Free Cash Flow to shareholders, exceeding the target of 60% | | | 10% | | Long-Term Outlook — Materially improve the long-term Company outlook (outside the three-year plan) | | • Achieved significant milestones across our portfolio; however, international headwinds prevented us from fully reaching this goal | | | 0% | | Final Achievement | | | | | 109% |

  56. Individual Performance Factor

    Individual Performance Factor The annual incentive compensation plan includes an individual performance factor that may be applied at the MD&C Committee’s discretion based on the NEO’s individual performance. The MD&C Committee may decide to adjust each NEO’s annual incentive award payout upward or downward by applying a multiplier in the range of 0% to 200% against the initially calculated payout based on the corporate performance results. An individual performance factor of 100% is equivalent to no adjustment to the initially calculated payout. For 2024, the CEO recommended individual performance factors for the other NEOs, and the MD&C Committee determined the CEO’s individual performance factor. The MD&C Committee approved an individual performance factor of 100% for all NEOs, resulting in no adjustments to the initially calculated payouts based on corporate performance results, as shown in the table below.

  57. 2024 Annual Incentive Award Payouts

    2024 Annual Incentive Award Payouts Based on the results above, the actual annual incentive awards paid to the NEOs for 2024 were as follows:

  58. 2024 Annual Incentive Award Payouts

    | Named Executive Officer | 2024 Target (%) | 2024 Target ($) | Corporate Performance Results (%) | Individual Performance Results (%) | 2024 Actual ($) | Actual as Percent of Target (%) | | John J. Christmann IV | 140 | 1,820,000 | 109 | 100 | 1,983,800 | 109 | | Stephen J. Riney | 120 | 1,080,000 | 109 | 100 | 1,177,200 | 109 | | D. Clay Bretches | 100 | 675,000 | 109 | 100 | 735,750 | 109 | | Tracey K. Henderson | 100 | 625,000 | 109 | 100 | 681,250 | 109 | | Mark D. Maddox | 80 | 500,000 | 109 | 100 | 545,000 | 109 | | P. Anthony Lannie* | 80 | 556,000 | N/A | N/A | 438,622 | 79 | | David A. Pursell* | 100 | 675,000 | N/A | N/A | 183,750 | 27 |

  59. 2024 Annual Incentive Award Payouts

    | * Messrs. Lannie and Pursell ceased employment with the Company effective October 15, 2024, and April 9, 2024, respectively. Pursuant to the Executive Termination Policy, as described in footnote (2) of the Potential Payments upon Termination or Change in Control table, they received prorated annual incentive awards based on 100% achievement of their 2024 target amounts. |

  60. 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 and encourage the achievement of the long-term goals of the Company. Long-term equity incentives are also designed to motivate and retain top talent. To accomplish these objectives, the MD&C Committee considers a mix of equity vehicles when granting long-term incentives, using performance-based and time-based awards as follows:

  61. Long-Term Incentive Compensation

    | Performance Awards, 60% | Restricted Stock Units (RSUs), 40% |

  62. Long-Term Incentive Compensation

    | 32 | APA Corporation |

  63. 2024 Long-Term Incentive Target Award Opportunity

    2024 Long-Term Incentive Target Award Opportunity The MD&C Committee determines long-term incentive award amounts based upon a number of factors, including competitive market data, total overall compensation provided to each NEO, Company performance during the fiscal year preceding the year of grant, and historic grants. The MD&C Committee increased the 2024 target long-term incentive award opportunities for Messrs. Christmann and Riney to align with market median practices relative to their roles. Mr. Christmann’s long-term incentive target has been adjusted over several years to reflect market conditions—starting at 815% of base salary in 2015, then lowering to 715% in 2020, and 650% in 2022. In 2024, the MD&C Committee increased his target to 730% of base salary, as it had fallen below the market median. Mr. Riney’s target award opportunity increase was in recognition of his promotion to President and CFO in January 2024 and his expanded role and responsibilities in conjunction with the closing of the Callon Petroleum acquisition. The table below shows the target annual long-term incentive award values granted for fiscal year 2024 for each of the NEOs:

  64. 2024 Long-Term Incentive Target Award Opportunity

    | Named Executive Officer | Performance Awards ($) | Restricted Stock Units ($) | Total Target Award Value ($) | | John J. Christmann IV | 5,694,000 | 3,796,000 | 9,490,000 | | Stephen J. Riney | 3,240,000 | 2,160,000 | 5,400,000 | | D. Clay Bretches | 1,620,000 | 1,080,000 | 2,700,000 | | Tracey K. Henderson | 1,312,500 | 875,000 | 2,187,500 | | Mark D. Maddox | 1,218,750 | 812,500 | 2,031,250 | | P. Anthony Lannie* | 1,251,000 | 834,000 | 2,085,000 | | David A. Pursell* | 1,620,000 | 1,080,000 | 2,700,000 |

  65. 2024 Long-Term Incentive Target Award Opportunity

    | * Messrs. Lannie and Pursell ceased employment with the Company effective October 15, 2024, and April 9, 2024, respectively. Pursuant to the Executive Termination Policy, as described in footnote (2) of the Potential Payments upon Termination or Change in Control table, their 2024 performance awards were forfeited, and they received prorated vesting of their 2024 RSUs. |

  66. 2024 Performance Awards

    | CROIC, 40% | Relative TSR, 40% | Sustainability, 20% |

  67. Vesting

    Vesting The vesting provisions for performance awards extends beyond the typical three-year timeline, with half (50%) of the performance awards vesting at the end of year three and the other half (50%) at the end of year four. This longer vesting period reinforces long-term value creation and encourages sustained performance over a longer horizon.

  68. 2024-2026 Performance Award Metrics

    2024-2026 Performance Award Metrics Long-term incentive compensation is based on the achievement of pre-determined CROIC (40%), relative TSR (40%), and Sustainability (20%) goals that focus on financial efficiency, align with shareholder returns, and drive APA’s long-term sustainability initiatives.

  69. 2024-2026 Performance Award Metrics

    | 2024-2026 Performance Awards | | | | | | Relative Total Shareholder Return | | | | | | | TSR performance is measured over a three-year period relative to both performance peer companies and the S&P 500 Index. Comparing our performance to the S&P 500 ensures that results are evaluated against the broader market, providing a comprehensive view of how we perform within our industry and also in comparison to large-cap companies. The 2024 performance peer group is as follows: | | | | | | 2024 TSR Performance Peer Group* | | | | | | Antero Resources Corp. | Devon Energy Corp. | Magnolia Oil & Gas Corp. | Range Resources Corp. | | | Chevron Corp. | Diamondback Energy, Inc. | Marathon Oil Corp. | Southwestern Energy Co. | | | Civitas Resources, Inc. | EOG Resources, Inc. | Matador Resources Co. | S&P 500 Index (weighted twice) | | | CNX Resources Corp. | EQT Corp. | Murphy Oil Corp. | | | | ConocoPhillips Co. | Exxon Mobil Corp. | Occidental Petroleum Corp. | | | | Coterra Energy Inc. | Kosmos Energy Ltd. | Ovintiv Inc. | | | | * For acquisitions, we calculate TSR to align with the shareholders’ returns per the terms of the transaction. | | | |

  70. 2024-2026 Performance Award Metrics

    | Median level performance—defined as 12 of 23—results in a below target payout (95% of target), underscoring our commitment to rewarding results that demonstrate superior performance against peers. Relative TSR performance is measured using the payout scale below: |

  71. 2024-2026 Performance Award Metrics

    | Rank | 1–3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 | 18 | 19 | 20 | 21–23 | | Payout (%) | 200 | 180 | 172 | 164 | 156 | 148 | 139 | 131 | 115 | 95 | 86 | 76 | 67 | 57 | 48 | 39 | 29 | 20 | — |

  72. 2024-2026 Performance Award Metrics

    | Relative TSR target awards are granted using restricted stock units, with any earned awards settled in cash based on the closing share price on the vesting date. These awards are eligible for dividend equivalents that accumulate during the performance period if dividends are declared and paid by the Company during such period, subject to the resulting performance multiple. If a payout is warranted, dividends are paid in cash at the end of the performance period based on the same achievement and vesting schedule as the underlying awards. Dividends are forfeited if the underlying awards are forfeited. Any earned awards are capped at 1x target if absolute TSR is negative. |

  73. 2024-2026 Performance Award Metrics

    | Sustainability | | | | Sustainability is focused on reducing methane intensity by 50% (compared to 2021) by year-end 2026. By including this target, we ensure that leadership is incentivized to focus on operational efficiency, regulatory compliance, and innovations that lower methane emissions, underpinning APA’s efforts to deliver foundational energy products as cleanly and efficiently as possible.(1) Sustainability target awards are granted using restricted stock units, with any earned awards settled in cash based on the closing share price on the vesting date. These awards are eligible for dividend equivalents that accumulate during the performance period if dividends are declared and paid by the Company during such period, subject to the resulting performance multiple. If a payout is warranted, dividends are paid in cash at the end of the performance period based on the same achievement and vesting schedule as the underlying awards. Dividends are forfeited if the underlying awards are forfeited. (1) The reduction in the Company’s global methane intensity is assessed over a three-year period against the percentage reduction target compared to the previous baseline year of 2021, using the calculation standards applicable to each country of operations. |

  74. Time-Based Restricted Stock Units (RSUs)

    Time-Based Restricted Stock Units (RSUs) Time-based RSUs are designed to support APA’s leadership retention objectives and align long-term compensation with stock performance. RSUs vest ratably over three years. The NEOs receive common stock for a portion of the RSU awards that vest. The remaining portion of the RSUs are paid in cash at vesting.

  75. Time-Based Restricted Stock Units (RSUs)

    | 2025 Proxy Statement | 35 |

  76. Performance Awards Earned for 2022 Grants (January 1, 2022 – December 31, 2024)

    Performance Awards Earned for 2022 Grants (January 1, 2022 – December 31, 2024) In 2022, the NEOs at that time were granted their target performance awards with vesting based on achievement of CROIC, relative TSR, and Sustainability goals. Based on the results below, performance awards were earned at 118% of target. Half (50%) of the performance awards vested on February 5, 2025, and the other half will vest on January 1, 2026.

  77. Performance Awards Earned for 2022 Grants (January 1, 2022 – December 31, 2024)

    | Results for 2022-2024 Performance Awards | | | | | | | | | | Performance Goals and Actual Results | | | | | | Metrics | Weight | Variable | Threshold | Target | Maximum | Payout | | Cash Return on Invested Capital | | | | | | | | CROIC(1) — An above-target 3-year CROIC was primarily driven by 2022 outperformance. Higher 2022 cash flows, driven by higher revenue and lower costs, enabled significant reduction to invested capital through share buybacks and debt paydown. These 2022 results, combined with solid plan execution in 2023 and 2024, drove the 3-year CROIC outperformance. | | | | | | 78% | | | | The highlighted row in the matrix represents the target at average actual WTI over the 3-year period, adjusted for portfolio changes. | | | | | | Relative Total Shareholder Return | | | | | | | | Relative TSR(3) — Strong performance drove high shareholder return versus peers in 2022 (ranked 3rd), but relative performance dropped by 2024 as operational headwinds in Egypt and the outlook in the North Sea impacted the Company’s stock performance. | | Relative TSR Rank(4) | | | | 0% | | Sustainability | | | | | | | | Sustainability(5) — Goal achieved by executing over 50 global projects during the 3-year period. Flaring eliminated at Egypt remote production facilities accounted for ~80% of total CO2e eliminated. | | Reduction in Tonnes of CO2e Annually from Projects by 2024 | | | | 40% | | Final Achievement: | | | | | | 118% |

  78. Performance Awards Earned for 2022 Grants (January 1, 2022 – December 31, 2024)

    | (3) Relative TSR was calculated using the average per share closing price for the three calendar months immediately preceding the beginning and end of the performance period. Additional details about the relative TSR component of the 2022 performance awards were previously provided in our 2023 proxy statement. |

  79. Performance Awards Earned for 2022 Grants (January 1, 2022 – December 31, 2024)

    | (4) The full payout scale for the relative TSR metric was as follows: |

  80. Performance Awards Earned for 2022 Grants (January 1, 2022 – December 31, 2024)

    | 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 | — |

  81. Equity Award Grant Practices

    Equity Award Grant Practices The MD&C Committee approves and grants annual equity awards at approximately the same time each year, in early January, with the planned structure of the long-term and short-term awards discussed during the committee’s regularly scheduled meeting the previous December. Outside the annual grant cycle, we may grant equity awards in connection with a new hire package, retention grant, or severance package. All such awards are granted under a shareholder-approved plan, and any stock options (or similar awards) are granted at an exercise price at or above the closing price of the Company’s common stock on the date of grant. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed based on stock option or other equity award grant dates. During the last completed fiscal year, we did not award any stock options (or similar awards) to any named executive officer.

  82. 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. |

  83. Risk Considerations in Compensation Programs

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

  84. Risk Considerations in Compensation Programs

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

  85. 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. |

  86. 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. |

  87. 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 2024, 2023, and 2022. The persons included in this table are the Company’s principal executive officer, principal financial officer, the three other most highly compensated executive officers who were serving as executive officers of the Company at the end of fiscal year 2024, and the two additional individuals who would have been in the preceding category but were no longer serving as executive officers at the end of fiscal year 2024 (collectively, the NEOs).

  88. 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 | 2024 | 1,300,000 | — | 7,555,373 | — | 1,983,800 | — | 601,536 | 11,440,709 | | | 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 | | Stephen J. Riney President and CFO | 2024 | 900,000 | — | 4,299,113 | — | 1,177,200 | — | 331,114 | 6,707,427 | | | 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 | | D. Clay Bretches EVP, Operations | 2024 | 675,000 | — | 2,149,518 | — | 735,750 | — | 266,703 | 3,826,971 | | | 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 | | Tracey K. Henderson(5) EVP, Exploration | 2024 | 625,000 | — | 1,741,482 | — | 681,250 | — | 238,636 | 3,286,368 | | | 2023 | 625,000 | — | 2,429,421 | — | 912,500 | — | 201,699 | 4,168,620 | | Mark D. Maddox(6) EVP, Administration | 2024 | 625,000 | — | 1,617,137 | — | 545,000 | — | 211,793 | 2,998,930 | | P. Anthony Lannie(7) Former EVP and General Counsel | 2024 | 550,208 | — | 1,659,891 | — | — | — | 1,780,124 | 3,990,223 | | | 2023 | 695,000 | — | 2,315,573 | — | 811,760 | — | 228,937 | 4,051,270 | | | 2022 | 695,000 | — | 2,806,876 | — | 816,764 | — | 234,577 | 4,553,217 | | David A. Pursell(7) Former EVP, Development | 2024 | 187,079 | — | 2,149,518 | — | — | — | 1,452,061 | 3,788,658 | | | 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 |

  89. 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 grant date fair value of the TSR portion of the performance awards granted on January 8, 2024, is based on a Monte Carlo simulation, using the following assumptions: an expected volatility of 51.81% over a 2.98-year period preceding the valuation date and a risk-free interest rate of 4.01%. Based on the Monte Carlo simulation, using the above assumptions, the value of the TSR portion of the performance awards was $38.81 per unit. The grant date fair value of the sustainability portion of the performance awards granted on January 8, 2024, is based on the closing price of the Company’s common stock on the date of grant, which was $33.73 per unit. Additional discussion of the assumptions used in calculating the aggregate grant date fair value of the other RSU awards can be found in the footnotes to the Grants of Plan-Based Awards Table below and in Note 13 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The value of the RSU awards is expensed ratably over the term of the award. The 2024 awards compared to prior years are smaller because the CROIC component of the 2024 performance awards are cash-based awards and therefore are not included in this total, as further explained in footnotes 1(b) and (3) of the Grants of Plan-Based Awards table. For 2024, the values of the RSU awards at the grant date, if the highest level of performance conditions were to be achieved, would be: |

  90. Summary Compensation Table

    | | Christmann | Riney | Bretches | Henderson | Maddox | Lannie | Pursell | | RSU Award at Highest Level of Performance ($) | 10,628,728 | 6,047,890 | 3,023,895 | 2,449,877 | 2,274,954 | 2,335,094 | 3,023,895 |

  91. 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 Plan in the Compensation Discussion and Analysis section. |

  92. Summary Compensation Table

    | 2025 Proxy Statement | 39 |

  93. Summary Compensation Table

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

  94. Summary Compensation Table

    | (4) The following table provides additional information for all other compensation paid during the 2024 fiscal year: |

  95. Summary Compensation Table

    | | Christmann | Riney | Bretches | Henderson | Maddox | Lannie | Pursell | | Company Contributions to Retirement Plans ($)(a) | 46,000 | 46,000 | 46,000 | 46,000 | 46,000 | 27,600 | 27,600 | | Company Contributions to Non-Qualified Plans ($)(a) | 481,436 | 242,498 | 186,470 | 169,250 | 139,612 | 81,357 | 58,322 | | Life Insurance Premiums ($)(b) | 16,434 | 16,092 | 9,958 | 9,967 | 6,035 | 363 | 131 | | Use of Company Property ($)(c) | 24,115 | 3,710 | — | — | 7,420 | — | — | | Enhanced Long-Term Disability(d) | 33,551 | 22,814 | 14,275 | 13,169 | 12,465 | 10,932 | 1,008 | | Workplace Giving Program ($)(e) | — | — | 10,000 | 250 | 261 | 5,000 | — | | Termination Payments ($)(f) | — | — | — | — | — | 1,654,872 | 1,365,000 |

  96. 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 that 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. |

  97. 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. |

  98. 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. |

  99. Summary Compensation Table

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

  100. 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. |

  101. Summary Compensation Table

    | (f) These amounts reflect payments made under the Company’s Executive Termination Policy. See also footnote (7) below. |

  102. 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. |

  103. Summary Compensation Table

    | (6) Mr. Maddox was not an NEO for 2022 or 2023. |

  104. Summary Compensation Table

    | (7) Messrs. Lannie and Pursell were terminated without cause effective October 15, 2024, and April 9, 2024, respectively. Additional details are provided in the Potential Payments upon Termination or Change in Control table. |

  105. Summary Compensation Table

    | 40 | APA Corporation |

  106. 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 and cash-based awards during fiscal year 2024 to the NEOs. There were no stock options or stock appreciation rights granted during fiscal year 2024. 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.

  107. Grants of Plan-Based Awards Table

    | Name/ Grant Type* (a) | Grant Date (b) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | 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 | | 910,000 | 1,820,000 | 3,640,000 | — | — | — | — | — | — | — | | TSR | 01/08/2024 | — | — | — | 10,129 | 67,524 | 135,048 | — | — | — | 2,277,585 | | CROIC | 01/08/2024 | 1,138,800 | 2,277,600 | 4,555,200 | — | — | — | — | — | — | — | | Sustainability | 01/08/2024 | — | — | — | 16,881 | 33,762 | 67,524 | — | — | — | 1,138,792 | | Cash RSU | 01/08/2024 | — | — | — | — | — | — | 45,016(4)(6) | — | — | 1,518,390 | | Stock RSU | 01/08/2024 | — | — | — | — | — | — | 67,524(5)(6) | — | — | 2,277,585 | | Stephen J. Riney | | | | | | | | | | | | | Annual | | 540,000 | 1,080,000 | 2,160,000 | — | — | — | — | — | — | — | | TSR | 01/08/2024 | — | — | — | 5,763 | 38,422 | 76,844 | — | — | — | 1,295,974 | | CROIC | 01/08/2024 | 648,000 | 1,296,000 | 2,592,000 | — | — | — | — | — | — | — | | Sustainability | 01/08/2024 | — | — | — | 9,606 | 19,211 | 38,422 | — | — | — | 647,987 | | Cash RSU | 01/08/2024 | — | — | — | — | — | — | 25,615(4)(6) | — | — | 863,994 | | Stock RSU | 01/08/2024 | — | — | — | — | — | — | 38,422(5)(6) | — | — | 1,295,974 | | D. Clay Bretches | | | | | | | | | | | | | Annual | | 337,500 | 675,000 | 1,350,000 | — | — | — | — | — | — | — | | TSR | 01/08/2024 | — | — | — | 2,882 | 19,210 | 38,420 | — | — | — | 647,953 | | CROIC | 01/08/2024 | 324,000 | 648,000 | 1,296,000 | — | — | — | — | — | — | — | | Sustainability | 01/08/2024 | — | — | — | 4,803 | 9,606 | 19,212 | — | — | — | 324,010 | | Cash RSU | 01/08/2024 | — | — | — | — | — | — | 12,807(4)(6) | — | — | 431,980 | | Stock RSU | 01/08/2024 | — | — | — | — | — | — | 19,211(5)(6) | — | — | 647,987 | | Tracey K. Henderson | | | | | | | | | | | | | Annual | | 312,500 | 625,000 | 1,250,000 | — | — | — | — | — | — | — | | TSR | 01/08/2024 | — | — | — | 2,335 | 15,564 | 31,128 | — | — | — | 524,974 | | CROIC | 01/08/2024 | 262,500 | 525,000 | 1,050,000 | — | — | — | — | — | — | — | | Sustainability | 01/08/2024 | — | — | — | 3,891 | 7,782 | 15,564 | — | — | — | 262,487 | | Cash RSU | 01/08/2024 | — | — | — | — | — | — | 10,376(4)(6) | — | — | 349,982 | | Stock RSU | 01/08/2024 | — | — | — | — | — | — | 15,564(5)(6) | — | — | 524,974 | | Mark D. Maddox | | | | | | | | | | | | | Annual | | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | — | — | | TSR | 01/08/2024 | — | — | — | 2,168 | 14,452 | 28,904 | — | — | — | 487,466 | | CROIC | 01/08/2024 | 243,750 | 487,500 | 975,000 | — | — | — | — | — | — | — | | Sustainability | 01/08/2024 | — | — | — | 3,614 | 7,227 | 14,454 | — | — | — | 243,767 | | Cash RSU | 01/08/2024 | — | — | — | — | — | — | 9,635(4)(6) | — | — | 324,989 | | Stock RSU | 01/08/2024 | — | — | — | — | — | — | 14,453(5)(6) | — | — | 487,500 |

  108. Grants of Plan-Based Awards Table

    | 2025 Proxy Statement | 41 |

  109. Grants of Plan-Based Awards Table

    | Name/ Grant Type* (a) | Grant Date (b) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | 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) | | | | | | P. Anthony Lannie | | | | | | | | | | | | | Annual | | 278,000 | 556,000 | 1,112,000 | — | — | — | — | — | — | — | | TSR | 01/08/2024 | — | — | — | 2,225 | 14,834 | 29,668 | — | — | — | 500,351 | | CROIC | 01/08/2024 | 250,200 | 500,400 | 1,000,800 | — | — | — | — | — | — | — | | Sustainability | 01/08/2024 | — | — | — | 3,709 | 7,418 | 14,836 | — | — | — | 250,209 | | Cash RSU | 01/08/2024 | — | — | — | — | — | — | 9,890(4)(6) | — | — | 333,590 | | Stock RSU | 01/08/2024 | — | — | — | — | — | — | 14,835(5)(6) | — | — | 500,385 | | David A. Pursell | | | | | | | | | | | | | Annual | | 337,500 | 675,000 | 1,350,000 | — | — | — | — | — | — | — | | TSR | 01/08/2024 | — | — | — | 2,882 | 19,210 | 38,420 | — | — | — | 647,953 | | CROIC | 01/08/2024 | 324,000 | 648,000 | 1,296,000 | — | — | — | — | — | — | — | | Sustainability | 01/08/2024 | — | — | — | 4,803 | 9,606 | 19,212 | — | — | — | 324,010 | | Cash RSU | 01/08/2024 | — | — | — | — | — | — | 12,807(4)(6) | — | — | 431,980 | | Stock RSU | 01/08/2024 | — | — | — | — | — | — | 19,211(5)(6) | — | — | 647,987 |

  110. 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 award; Sustainability = Sustainability component of performance-based Cash RSUs (Global Methane Intensity Reduction); Cash RSU = Cash-based RSUs; and Stock RSU = Stock-based RSUs. |

  111. Grants of Plan-Based Awards Table

    | (1) (a) Annual: For the Annual grant type, the amounts reflect 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 2024 measurement period. The threshold payout under the plan is 50% of target, and the maximum payout under the plan is 200% of target. Actual incentive bonus awards granted for 2024 are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  112. Grants of Plan-Based Awards Table

    | (b) CROIC: For the CROIC grant type, the amounts reflect estimated possible payouts under the Company’s 2024 Performance Award Program discussed in footnote (3) below. The threshold payout is 50% of target, and the maximum payout is 200% of target. Actual payout will depend on the Company’s performance during the performance period, as discussed in footnote (3) below. These amounts are not reported in the Summary Compensation Table for 2024 because the multi-year performance criteria has not yet been satisfied and the compensation has not yet been earned. |

  113. Grants of Plan-Based Awards Table

    | (2) For the grants made on January 8, 2024, 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. Details of the 2024 Performance Share Program are discussed in footnote (3) below. |

  114. Grants of Plan-Based Awards Table

    | (3) On January 8, 2024, pursuant to the 2016 Omnibus Compensation Plan, the Company established the 2024 Performance Award Program for executives and key employees who were employed on or before December 31, 2023. These employees, including the executives named in the Summary Compensation Table, were granted the right to receive Cash RSUs and, with respect to the CROIC component discussed below, a cash award, the number or dollar amount of which, as applicable, will be determined based on the Company’s achievement of three different measures of performance: |

  115. Grants of Plan-Based Awards Table

    | - | Total shareholder return (TSR) (weighted 40%): Compared to a peer group of 20 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 20, this will result in the application of a single multiplier to the target number of Cash RSUs for the TSR component as shown in the table below. However, if the Company ranks 21-23, there will be no achievement for this portion of the award. |

  116. Grants of Plan-Based Awards Table

    | Rank | 1–3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | 13 | 14 | 15 | 16 | 17 | 18 | 19 | 20 | 21–23 | | Payout (%) | 200 | 180 | 172 | 164 | 156 | 148 | 139 | 131 | 115 | 95 | 86 | 76 | 67 | 57 | 48 | 39 | 29 | 20 | — |

  117. 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. If the Company’s absolute TSR for the performance period is negative, the payout percentage above is capped at 100%, regardless of whether the rank achieved a higher payout percentage. |

  118. 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. |

  119. Grants of Plan-Based Awards Table

    | 42 | APA Corporation |

  120. Grants of Plan-Based Awards Table

    | - | Sustainability (Global Methane Intensity Reduction) (weighted 20%): Measured over a three-year period against the percentage reduction compared to a previous baseline year to deliver the three-year reduction in the Company’s global methane intensity using the calculation standards applicable to each country of operations. |

  121. Grants of Plan-Based Awards Table

    | At the conclusion of the three-year performance period, which began on January 1, 2024, and will end on December 31, 2026, a calculation of the Company’s achievement of the performance measures will be made and, except with respect to the CROIC component discussed below, the resulting percentage achievement will be applied to the target shares to derive the number of shares awarded, which may be paid only in cash. |

  122. Grants of Plan-Based Awards Table

    | The CROIC component of the performance shares are based on a fixed, cash target amount, subject to adjustment based on the results during the performance period, but not subject to adjustment based on the Company’s common stock price. |

  123. Grants of Plan-Based Awards Table

    | If achievement warrants, vesting of shares or payment of the cash award, as applicable, will begin when performance award results are determined by the MD&C Committee in January or February 2027, with 50% of the adjusted number of Cash RSUs vesting or the cash award payment being made, as applicable, immediately and 50% vesting or payment, as applicable, 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 2028. Except for retirements and executive terminations without cause, employees must be employed during the entire performance period and on the date of vesting. These units may be paid only in cash. |

  124. 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 the closing price of the Company’s common stock on the date of grant. The grant date fair value for the RSUs granted on January 8, 2024, was $33.73 per unit. 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. |

  125. Grants of Plan-Based Awards Table

    | (5) 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 the closing price of the Company’s common stock on the date of grant. The grant date fair value for the RSUs granted on January 8, 2024, was $33.73 per unit. 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. |

  126. Grants of Plan-Based Awards Table

    | (6) 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. |

  127. Grants of Plan-Based Awards Table

    | 2025 Proxy Statement | 43 |

  128. 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, 2024:

  129. 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 | 15,298(2) | 353,231 | 202,502(11) | 4,675,771(11) | | | 82,004 | — | — | 63.25 | 01/05/2027 | 22,947(3) | 529,846 | 203,079(12) | 4,689,094(12) | | | 120,855 | — | — | 46.27 | 01/16/2028 | 21,384(4) | 493,757 | 120,284(13) | 2,777,358(13) | | | — | — | — | — | — | 32,075(5) | 740,612 | 101,286(14) | 2,338,694(14) | | | — | — | — | — | — | 45,016(6) | 1,039,419 | — | — | | | — | — | — | — | — | 67,524(7) | 1,559,129 | — | — | | Stephen J. Riney | 40,968 | — | — | 41.24 | 02/03/2026 | 7,196(2) | 166,156 | 86,600(11) | 1,999,594(11) | | | 26,934 | — | — | 63.25 | 01/05/2027 | 10,794(3) | 249,233 | 95,532(12) | 2,205,834(12) | | | 43,830 | — | — | 46.27 | 01/16/2028 | 10,059(4) | 232,262 | 56,583(13) | 1,306,501(13) | | | — | — | — | — | — | 15,089(5) | 348,405 | 57,633(14) | 1,330,746(14) | | | — | — | — | — | — | 25,615(6) | 591,450 | — | — | | | — | — | — | — | — | 38,422(7) | 887,164 | — | — | | D. Clay Bretches | — | — | — | — | — | 4,888(2) | 112,864 | 49,018(11) | 1,131,826(11) | | | — | — | — | — | — | 7,332(3) | 169,296 | 64,889(12) | 1,498,287(12) | | | — | — | — | — | — | 6,833(4) | 157,774 | 38,434(13) | 887,441(13) | | | — | — | — | — | — | 10,249(5) | 236,649 | 28,816(14) | 665,361(14) | | | — | — | — | — | — | 12,807(6) | 295,714 | — | — | | | — | — | — | — | — | 19,211(7) | 443,582 | — | — | | Tracey K. Henderson | — | — | — | — | — | 2,987(2) | 68,970 | 28,400(11) | 655,756(11) | | | — | — | — | — | — | 4,481(3) | 103,466 | 39,655(12) | 915,634(12) | | | — | — | — | — | — | 5,536(4) | 127,826 | 31,138(13) | 718,976(13) | | | — | — | — | — | — | 8,303(5) | 191,716 | 23,346(14) | 539,059(14) | | | — | — | — | — | — | 10,376(6) | 239,582 | — | — | | | — | — | — | — | — | 15,564(7) | 359,373 | — | — | | | — | — | — | — | — | 10,000(8) | 230,900 | — | — | | Mark D. Maddox | 6,743 | — | — | 41.24 | 02/03/2026 | 3,123(2) | 72,110 | 70,152(11) | 1,619,810(11) | | | 3,869 | — | — | 63.25 | 01/05/2027 | 4,684(3) | 108,154 | 41,458(12) | 957,265(12) | | | 8,887 | — | — | 46.27 | 01/16/2028 | 4,555(4) | 105,175 | 25,622(13) | 591,612(13) | | | — | — | — | — | — | 6,833(5) | 157,774 | 21,679(14) | 500,568(14) | | | — | — | — | — | — | 9,635(6) | 222,472 | — | — | | | — | — | — | — | — | 14,453(7) | 333,720 | — | — |

  130. Outstanding Equity Awards at Fiscal Year-End Table

    | 44 | APA Corporation |

  131. 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) | | P. Anthony Lannie | 34,140 | — | — | 41.24 | 01/15/2025 | 3,574(2) | 82,524 | 54,511(11) | 1,258,659(11) | | | 18,285 | — | — | 63.25 | 01/15/2025 | 5,360(3) | 123,762 | 56,280(12) | 1,299,505(12) | | | 30,798 | — | — | 46.27 | 01/15/2025 | 2,081(2) | 48,050 | 17,698(13) | 408,647(13) | | | — | — | — | — | — | 3,122(3) | 72,087 | — | — | | | — | — | — | — | — | 2,600(9) | 60,034 | — | — | | | — | — | — | — | — | 3,901(10) | 90,074 | — | — | | David A. Pursell | — | — | — | — | — | 1,322(2) | 30,525 | 58,822(11) | 1,358,200(11) | | | — | — | — | — | — | 1,983(3) | 45,787 | 49,456(12) | 1,141,939(12) | | | — | — | — | — | — | 924(2) | 21,335 | 16,286(13) | 376,044(13) | | | — | — | — | — | — | 1,385(3) | 31,980 | — | — | | | — | — | — | — | — | 1,154(9) | 26,646 | — | — | | | — | — | — | — | — | 1,731(10) | 39,969 | — | — |

  132. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Based on the per share closing price of the Company’s common stock of $23.09 on 12/31/2024. |

  133. Outstanding Equity Awards at Fiscal Year-End Table

    | (2) Vests on 01/04/2025. These units may be paid only in cash. |

  134. Outstanding Equity Awards at Fiscal Year-End Table

    | (3) Vests on 01/04/2025. |

  135. Outstanding Equity Awards at Fiscal Year-End Table

    | (4) Vests ratably on 01/04/2025 and 01/04/2026. These units may be paid only in cash. |

  136. Outstanding Equity Awards at Fiscal Year-End Table

    | (5) Vests ratably on 01/04/2025 and 01/04/2026. |

  137. Outstanding Equity Awards at Fiscal Year-End Table

    | (6) Vests ratably on 02/01/2025, 01/08/2026, and 01/08/2027. These units my be paid only in cash. |

  138. Outstanding Equity Awards at Fiscal Year-End Table

    | (7) Vests ratably on 02/01/2025, 01/08/2026, and 01/08/2027. |

  139. Outstanding Equity Awards at Fiscal Year-End Table

    | (8) Vests ratably on 05/26/2025 and 05/26/2026. |

  140. Outstanding Equity Awards at Fiscal Year-End Table

    | (9) Vests on 02/01/2025. These units may be paid only in cash. |

  141. Outstanding Equity Awards at Fiscal Year-End Table

    | (10) Vests on 02/01/2025. |

  142. Outstanding Equity Awards at Fiscal Year-End Table

    | (11) Final amount vested based on the Company’s TSR and CROIC performance under the 2021 Performance Award Program from 01/01/2021 through 12/31/2023, as certified by the MD&C Committee on January 25, 2024. As a result, 50% of the RSUs earned vested on 01/25/2024, and the remaining 50% of the RSUs vested on or about 01/01/2025. These units may be paid only in cash. |

  143. Outstanding Equity Awards at Fiscal Year-End Table

    | (12) Final amount vested based on the Company’s TSR, CROIC, and sustainability performance under the 2022 Performance Award Program from 01/01/2022 through 12/31/2024, as certified by the MD&C Committee on February 5, 2025, and further discussed in the Compensation Discussion and Analysis section above. As a result, 50% of the RSUs earned vested on 02/05/2025, and the remaining 50% of the RSUs vest on or about 01/01/2026. These units may be paid only in cash. |

  144. Outstanding Equity Awards at Fiscal Year-End Table

    | (13) Amount that vests will be based on the Company’s TSR, CROIC, and sustainability performance under the 2023 Performance Award Program from 01/01/2023 through 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 12/10/2024, two-year results would have resulted in an estimated 60% payout under the 2023 Performance Award Program had it vested. The value and the amount in the table assume that target levels of performance are achieved. These units may be paid only in cash. |

  145. Outstanding Equity Awards at Fiscal Year-End Table

    | (14) Amount that vests will be based on the Company’s TSR and sustainability performance under the 2024 Performance Award Program from 01/01/2024 through 12/31/2026; no payout unless vesting occurs. The value and the amount in the table exclude the CROIC component of the program, which is not equity based. Further details regarding the design of the program are provided in the Compensation Discussion and Analysis section and in footnote (3) of the Grants of Plan-Based Awards table. 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 12/10/2024, one-year results would have resulted in an estimated 33% payout under the 2024 Performance Award Program (excluding the CROIC component, as noted above) had it vested. The value and the amount in the table assume that target levels of performance are achieved. The RSUs may be paid only in cash. |

  146. Outstanding Equity Awards at Fiscal Year-End Table

    | 2025 Proxy Statement | 45 |

  147. 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 2024:

  148. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name (a) | 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 | — | — | 512,314 | 18,058,099 | | Stephen J. Riney | — | — | 221,871 | 7,813,493 | | D. Clay Bretches | — | — | 126,451 | 4,434,216 | | Tracey K. Henderson | — | — | 58,527 | 1,948,498 | | Mark D. Maddox | — | — | 87,186 | 3,093,786 | | P. Anthony Lannie | — | — | 138,332 | 4,877,377 | | David A. Pursell | — | — | 150,704 | 5,307,249 |

  149. Option Exercises and Stock Vested Table

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

  150. Non-Qualified Deferred Compensation Table

    Non-Qualified Deferred Compensation Table The table below provides supplemental information relating to compensation deferred during fiscal year 2024 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.

  151. 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 | 270,892 | 481,436 | 861,221 | — | 9,608,365 | | | DDP | — | — | (776,653) | — | 1,528,616 | | Stephen J. Riney | NQ Plan | 134,356 | 242,498 | (668,476) | — | 4,617,832 | | D. Clay Bretches | NQ Plan | 102,340 | 186,470 | 332,688 | — | 1,825,948 | | Tracey K. Henderson | NQ Plan | 92,500 | 169,250 | 96,441 | — | 708,985 | | Mark D. Maddox | NQ Plan | 75,564 | 139,612 | 248,417 | — | 1,704,154 | | P. Anthony Lannie | NQ Plan | 78,458 | 81,357 | (283,997) | — | 2,016,226 | | David A. Pursell | NQ Plan | 76,903 | 58,322 | (165,104) | — | 915,417 |

  152. 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 2024. The amounts in column (c) are also included in the Summary Compensation Table under All Other Compensation for 2024. |

  153. 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. |

  154. 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. |

  155. Non-Qualified Deferred Compensation Table

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

  156. Non-Qualified Deferred Compensation Table

    | | Christmann | Riney | Bretches | Henderson | Maddox | Lannie | Pursell | | Previously Reported for NQ Plan ($) | 6,386,829 | 2,760,995 | 1,005,639 | 187,885 | — | 3,044,130 | 1,159,417 | | Previously Reported for DDP ($) | 3,843,120 | — | — | — | — | — | — |

  157. Non-Qualified Deferred Compensation Table

    | 46 | APA Corporation |

  158. 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 2024, assuming termination had occurred on December 31, 2024. All equity awards have been valued as of December 31, 2024.

  159. 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 | — | — | 4,420,000 | 13,227,720 | — | | | Continued Health Insurance | — | — | 27,595 | 55,191 | — | | | Continued Life Insurance | — | — | — | 31,432 | — | | | Unvested & Accelerated Awards | 20,759,136 | — | 14,380,412 | 20,759,136 | 20,759,136 | | | Total | 20,759,136 | — | 18,828,007 | 34,073,479 | 20,759,136 | | Stephen J. Riney | Cash Benefits | — | — | 2,655,000 | 7,391,465 | — | | | Continued Health Insurance | — | — | 9,550 | 19,101 | — | | | Continued Life Insurance | — | — | — | 31,190 | — | | | Unvested & Accelerated Awards(4) | 7,707,607 | — | 6,800,931 | 10,276,809 | 10,276,809 | | | Total | 7,707,607 | — | 9,465,481 | 17,718,565 | 10,276,809 | | D. Clay Bretches | Cash Benefits | — | — | 1,856,250 | 5,700,899 | — | | | Continued Health Insurance | — | — | 27,595 | 55,191 | — | | | Continued Life Insurance | — | — | — | 19,170 | — | | | Unvested & Accelerated Awards | 3,009,101 | — | 4,148,769 | 6,018,203 | 6,018,203 | | | Total | 3,009,101 | — | 6,032,614 | 11,793,463 | 6,018,203 | | Tracey K. Henderson | Cash Benefits | — | — | 1,718,750 | 4,588,348 | — | | | Continued Health Insurance | — | — | 18,182 | 36,365 | — | | | Continued Life Insurance | — | — | — | 19,244 | — | | | Unvested & Accelerated Awards | — | — | 2,930,259 | 4,536,541 | 4,536,541 | | | Total | — | — | 4,667,191 | 9,180,498 | 4,536,541 | | Mark D. Maddox | Cash Benefits | — | — | 1,593,750 | 4,588,096 | — | | | Continued Health Insurance | — | — | 19,766 | 39,533 | — | | | Continued Life Insurance | — | — | — | 11,380 | — | | | Unvested & Accelerated Awards | 2,100,094 | — | 2,836,516 | 4,200,187 | 4,200,187 | | | Total | 2,100,094 | — | 4,450,032 | 8,839,196 | 4,200,187 | | P. Anthony Lannie(5) | Cash Benefits | — | — | 1,654,872 | — | — | | | Continued Health Insurance | — | — | 19,766 | — | — | | | Continued Life Insurance | — | — | — | — | — | | | Unvested & Accelerated Awards | — | — | 3,237,680 | — | — | | | Total | — | | 4,912,318 | — | — | | David A. Pursell(5) | Cash Benefits | — | — | 1,365,000 | — | — | | | Continued Health Insurance | — | — | 18,182 | — | — | | | Continued Life Insurance | — | — | — | — | — | | | Unvested & Accelerated Awards | — | — | 2,891,722 | — | — | | | Total | — | — | 4,274,904 | — | — |

  160. 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 awards for eligible participants, provided that such retirement occurs after the first three months of the |

  161. Potential Payments upon Termination or Change in Control

    | 2025 Proxy Statement | 47 |

  162. Potential Payments upon Termination or Change in Control

    | performance period and not before. As of December 31, 2024, 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: |

  163. Potential Payments upon Termination or Change in Control

    | | Christmann | Riney | Bretches | Henderson | Maddox | Lannie | Pursell | | Continued Vesting Beyond Retirement (%) | 100 | 75 | 50 | — | 50 | N/A | N/A |

  164. 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: |

  165. 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; |

  166. Potential Payments upon Termination or Change in Control

    | (ii) a prorated target bonus; |

  167. Potential Payments upon Termination or Change in Control

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

  168. Potential Payments upon Termination or Change in Control

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

  169. 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 |

  170. Potential Payments upon Termination or Change in Control

    | (vi) prorated vesting based on time in performance period for performance awards, 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). |

  171. 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. |

  172. 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): |

  173. 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;” |

  174. 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; |

  175. Potential Payments upon Termination or Change in Control

    | (iii) | a prorated bonus; |

  176. 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; |

  177. 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 |

  178. Potential Payments upon Termination or Change in Control

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

  179. 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. |

  180. 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. |

  181. Potential Payments upon Termination or Change in Control

    | (5) Messrs. Lannie and Pursell were terminated without cause effective October 15, 2024, and April 9, 2024, respectively. The amounts shown reflect payments or entitlements as described in footnote (2) above. |

  182. CEO Pay Ratio

    CEO Pay Ratio In accordance with the requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (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.

  183. CEO Pay Ratio

    | 48 | APA Corporation |

  184. CEO Pay Ratio

    The annual total compensation of our median employee for 2024 was $208,313. As disclosed in the Summary Compensation Table, our CEO’s annual total compensation for 2024 was $11,440,709. 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 55:1. We did not have any substantial changes in our workforce population that we believe would significantly impact our pay ratio calculation. Therefore, we utilized the same median employee that we identified in our 2024 pay ratio analysis. 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. 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.

  185. CEO Pay Ratio

    | 2025 Proxy Statement | 49 |

  186. Pay versus Performance

    Pay versus Performance As required by Section 953(a) of 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 or the Securities Exchange Act of 1934, as amended (the Exchange Act), except to the extent the Company specifically incorporates it by reference.

  187. Pay versus Performance

    | Year (a) | Summary Compensation Table Total for PEO (1) ($) (b) | Compensation Actually Paid to PEO (2)(3) ($) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (1) ($) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (2)(4) ($) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income (6) (in millions) ($) (h) | Free Cash Flow (7) (in millions) ($) (i) | | | | | | | Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return (5) ($) (g) | | | | 2024 | 11,440,709 | 6,216,553 | 4,099,763 | 1,549,100 | 99.33 | 186.27 | 804 | 841 | | 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 |

  188. 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: |

  189. Pay versus Performance

    | Year | PEO | Non-PEO NEOs | | 2024 | John J. Christmann IV | Stephen J. Riney, D. Clay Bretches, Tracey K. Henderson, Mark D. Maddox, P. Anthony Lannie, and David A. Pursell | | 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 |

  190. Pay versus Performance

    | (2) The dollar amounts reported in columns (c) and (e) represent the amount of CAP to the PEO and the non-PEO NEOs as a group, respectively, as computed in accordance with the PvP Rule. The dollar amounts do not reflect the actual amount of compensation earned by or paid to these individuals during the applicable year. In accordance with the requirements of the PvP Rule, the adjustments in the tables in the following footnotes below were made to the total compensation of the PEO and the average compensation paid to the non-PEO NEOs as a group, as reported in the SCT for the most recent 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. Similar adjustments were made for prior years shown in the table above. 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. |

  191. Pay versus Performance

    | 50 | APA Corporation |

  192. Pay versus Performance

    | (3) Adjustments made to the total compensation of the PEO for the most recent year were as follows: |

  193. Pay versus Performance

    | Calculation of CAP for PEO | 2024 | | Reported SCT total ($) | 11,440,709 | | – Reported value of equity awards ($) | (7,555,373) | | + Fair value as of the end of the covered fiscal year of equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year ($) | 6,091,918 | | + Change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year ($) | (8,359,619) | | + Fair value as of vesting date of equity awards granted and vested in the covered fiscal year ($) | — | | + Change as of the vesting date (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that vested in the covered fiscal year ($) | 3,761,435 | | – Fair value at the end of the prior fiscal year of equity awards granted in prior fiscal years that failed to meet applicable vesting conditions in the covered fiscal year ($) | — | | + Value of dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in total compensation for the covered fiscal year ($) | 837,482 | | = CAP* | 6,216,553 |

  194. Pay versus Performance

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

  195. Pay versus Performance

    | (4) Adjustments made to the average compensation of the non-PEO NEOs as a group for the most recent year were as follows: |

  196. Pay versus Performance

    | Calculation of Average CAP for Non-PEO NEOs as a Group | 2024 | | Reported SCT total ($) | 4,099,763 | | – Reported value of equity awards ($) | (2,269,443) | | + Fair value as of the end of the covered fiscal year of equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year ($) | 1,354,071 | | + Change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year ($) | (2,548,922) | | + Fair value as of vesting date of equity awards granted and vested in the covered fiscal year ($) | — | | + Change as of the vesting date (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that vested in the covered fiscal year ($) | 896,072 | | – Fair value at the end of the prior fiscal year of equity awards granted in prior fiscal years that failed to meet applicable vesting conditions in the covered fiscal year ($) | (203,709) | | + Value of dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in total compensation for the covered fiscal year ($) | 221,268 | | = CAP* | 1,549,100 |

  197. Pay versus Performance

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

  198. Pay versus Performance

    | (5) Represents the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Dow Jones U.S. Exploration & Production Index, which is the same published industry index the Company uses for purposes of Item 201(e)(1)(ii) of Regulation S-K. |

  199. Pay versus Performance

    | (6) The dollar amounts reported represent the amount of net income (loss) previously disclosed in the Company’s audited GAAP financial statements for the applicable year, as required by Regulation S-X. |

  200. Pay versus Performance

    | (7) 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. |

  201. Pay versus Performance

    | 2025 Proxy Statement | 51 |

  202. Pay versus Performance

    The illustrations below provide a graphical description of the relationship between CAP (as calculated in accordance with the PvP Rule) and the information presented in the Pay versus Performance table.

  203. Pay versus Performance

    | | |

  204. Director Compensation

    Director Compensation

  205. Summary of 2024 Director Compensation

    Summary of 2024 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.

  206. 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 2024 indicated that our average director compensation was at the 50th percentile of the 2024 compensation peer group at that time. For information on the 2024 compensation peer group, see the Compensation Discussion and Analysis section above.

  207. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation paid by the Company to non-employee directors for the 2024 fiscal year:

  208. 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) ($) (f) | All Other Compensation ($) (g) | Total ($) (h) | | Annell R. Bay | 115,000 | 199,964 | — | — | — | — | 314,964 | | Matthew R. Bob | 78,242 | 149,975 | — | — | — | — | 228,217 | | Juliet S. Ellis | 120,000 | 199,964 | — | — | — | 10,000(4) | 329,964 | | Kenneth M. Fisher | 19,688 | 37,498 | — | — | — | — | 57,186 | | Charles W. Hooper | 115,000 | 199,964 | — | — | — | — | 314,964 | | Chansoo Joung | 120,000 | 199,964 | — | — | — | — | 319,964 | | H. Lamar McKay | 200,000 | 299,934 | — | — | — | — | 499,934 | | Amy H. Nelson(5) | 41,546 | — | — | — | — | 3,574,441(6) | 3,615,987 | | Daniel W. Rabun(5) | 41,562 | — | — | — | — | 2,251,845(6) | 2,293,407 | | Peter A. Ragauss | 105,000 | 199,964 | — | — | — | 10,000(4) | 314,964 | | David L. Stover | 100,000 | 199,964 | — | — | — | — | 299,964 | | Anya Weaving | 78,242 | 149,975 | — | — | — | — | 228,217 |

  209. 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 2024. The compensation he received as an employee of the Company is shown in the Summary Compensation Table. |

  210. Director Compensation Table

    | 2025 Proxy Statement | 55 |

  211. Director Compensation Table

    | (2) Grant date fair value, as computed in accordance with FASB ASC Topic 718, of RSUs granted during 2024 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 2024. |

  212. Director Compensation Table

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

  213. 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. |

  214. Director Compensation Table

    | (5) The directorship terms for Ms. Nelson and Mr. Rabun expired at the Company’s 2024 annual meeting of shareholders. |

  215. Director Compensation Table

    | (6) Benefits paid pursuant to the Outside Directors’ Retirement Plan and the Outside Directors’ Deferral Program. Includes stock awards of $2,366,607 for Ms. Nelson ($2,256,295 in previously reported awards and $110,312 for RSUs granted in 2024) and $2,251,821 for Mr. Rabun ($2,143,375 in previously reported awards and $108,446 for RSUs granted in 2024) that were deferred pursuant to the Directors’ Compensation Plan and the Deferral Program. Under the Outside Directors’ Retirement Plan, Ms. Nelson elected a lump sum payment. Mr. Rabun, who was first appointed to the Board on May 14, 2015, was not eligible for the Outside Directors’ Retirement Plan. |

  216. Director Compensation Table

    | 56 | APA Corporation |