DEF 14A of Kinetik Holdings Inc., Apr 8, 2024

DEF 14A of Kinetik Holdings Inc.

Filed Apr 8, 2024 · FY20230001692787-24-000022

Open on EDGAR

  1. Nominees for Election as Directors

    Nominees for Election as Directors Biographical information as of April 1, 2024, including principal occupation and business experience during the last five years, of each nominee for director is set forth below. Unless otherwise stated, the principal occupation of each nominee has been the same for the past five years. In addition, each nominee’s experience, qualifications, attributes, or skills to serve on our Board are set forth below.

  2. Nominees for Election as Directors

    | | Ms. Byers has served as a director since July 2022. She recently retired from EY following a 36-year career in public accounting while holding multiple leadership roles. From July 2018 until her retirement in July 2022, Ms. Byers served as EY’s Americas Industry Leader overseeing the markets and growth strategy across its primary industry. Ms. Byers served as Ernst & Young LLP’s Houston Office Managing Partner and US Energy Leader from July 2013 to July 2018 and Managing Partner of the Southwest Region Strategy & Transactions business unit from July 2008 to July 2013. In these roles, she was a leader in the global energy markets and worked with corporations and investment funds in all phases of energy investment. Ms. Byers also serves as a director of Excelerate Energy, Inc., Civitas Resources, Inc. and DTE Energy Company. Ms. Byers holds a BBA from Baylor University and is a Certified Public Accountant. MS. BYERS IS WELL QUALIFIED TO SERVE ON OUR BOARD DUE TO HER SIGNIFICANT EXPERIENCE IN PUBLIC COMPANY ACCOUNTING, FINANCE AND FINANCIAL REPORTING. | | Deborah L. Byers AGE: 62 DIRECTOR SINCE: 2022 | |

  3. Nominees for Election as Directors

    | | Ms. Cordia was appointed to our board of directors in February 2022. Ms. Cordia has served as the Chief Operating Officer for Blackstone Energy Transition Partners since 2024. She joined the Private Equity group at Blackstone in 2016 focused on investments in the midstream, energy and transportation sectors. Ms. Cordia also served as a director of BCP Raptor Holdco GP, LLC from March 2020 until February 2022. Before joining Blackstone, Ms. Cordia worked as an Investment Banking Analyst at Barclays in the Global Natural Resources group. Ms. Cordia received an A.B. in Economics from Princeton University, where she graduated summa cum laude and Phi Beta Kappa. MS. CORDIA IS WELL QUALIFIED TO SERVE ON OUR BOARD DUE TO HER ENERGY INVESTMENT EXPERIENCE. | | Elizabeth P. Cordia AGE: 31 DIRECTOR SINCE: 2022 | |

  4. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 3 | 2024 Proxy Statement |

  5. Nominees for Election as Directors

    | | Mr. Foley was appointed to our board of directors and elected Chair of the Board in February 2022. Mr. Foley is a Senior Managing Director in the Private Equity group and Global Head of Blackstone Energy Transition Partners. Mr. Foley is responsible for overseeing Blackstone’s private equity investment activities in the energy sector on a global basis. Since joining Blackstone in 1995, Mr. Foley has been responsible for building the Blackstone energy practice and has played an integral role in every energy-related private equity deal that the firm has made. Before joining Blackstone, Mr. Foley worked with AEA Investors, and prior to that he worked as a management consultant for Monitor Company. Mr. Foley serves as a member of the board of directors for several Blackstone investments, including Beacon Offshore Energy, Geosyntec, Kinetik, Olympus Energy, and Rover. Mr. Foley also served as a director of BCP Raptor Holdco GP, LLC from June 2017 until February 2022. He also serves as the Chairman of the Columbia University Medical Center Ophthalmology Board of Advisors. Mr. Foley received a B.A. and M.A. in Economics, with honors, Phi Beta Kappa, from Northwestern University and received an M.B.A. with distinction from Harvard Business School. MR. FOLEY BRINGS INDUSTRY EXPERTISE AND A UNIQUE FINANCIAL PERSPECTIVE TO OUR BOARD BASED ON HIS EXTENSIVE EXPERIENCE HAVING ACTIVELY MANAGED PRIVATE EQUITY INVESTMENTS FOR OVER 20 YEARS. | | David I. Foley AGE: 56 DIRECTOR SINCE: 2022 | |

  6. Nominees for Election as Directors

    | | Mr. Krynak was appointed to our board of directors in March 2023. Mr. Krynak has been a Managing Director at I Squared since 2022 and held investing and operating roles at I Squared since 2019. Prior to joining I Squared in 2019, Mr. Krynak was a Director at First Reserve on its private equity investment team, where he was involved in numerous transactions across the energy value chain. Mr. Krynak also serves as a director of Hydrogen Technology Energy Corporation (HTEC) and Whistler Pipeline. Mr. Krynak holds a B.S. in Finance from Pepperdine University and a M.A. in Economics from the University of Southern California. MR. KRYNAK IS WELL QUALIFIED TO SERVE ON OUR BOARD DUE TO HIS ENERGY, INFRASTRUCTURE FINANCE AND INVESTMENT EXPERIENCE. | | Jesse Krynak AGE: 41 DIRECTOR SINCE: 2023 | |

  7. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 4 | 2024 Proxy Statement |

  8. Nominees for Election as Directors

    | | Mr. Kumar was appointed to the Board of Directors in February 2024. Mr. Kumar has served as a Senior Policy Advisor for I Squared since January 2024. He has also served as the Deputy Chairman for Klesch Group Limited since January 2024 where he is responsible for strategy, finance and risk management. From 1997 to 2023, Mr. Kumar worked at Morgan Stanley and held a number of senior roles, including Managing Director, Global Head of Project, Commodity and Infrastructure Finance and Global Head of Global Structured Products. While at Morgan Stanley, Mr. Kumar was a member of senior investment and management committees, served as an advisor to Morgan Stanley funds and was responsible for capital raising and advisory services that focused on global commodity, infrastructure, and energy finance. Mr. Kumar also served as a Captain in the United States Army, active and reserve, from 1989 to 2002. Mr. Kumar holds a B.A. in Economics and Mathematics from Washington University in St. Louis. MICHAEL KUMAR IS WELL QUALIFIED TO SERVE ON OUR BOARD DUE TO HIS EXTENSIVE EXPERIENCE IN A NUMBER OF AREAS INCLUDING ACCOUNTING AND FINANCE. | | Michael Kumar AGE: 56 DIRECTOR SINCE: 2024 | |

  9. Nominees for Election as Directors

    | | Mr. Leland has served as a director since March 2017. He served as Deltic Timber Corporation’s interim President and CEO from October 2016 to March 2017. Mr. Leland also served as Executive Vice President and CFO of El Paso Corporation from 2005 to 2009 and President of El Paso’s midstream business unit from 2009 to 2012, and as director of El Paso Pipeline Partners, L.P. from its formation in 2007 to 2012. He served as Senior Vice President and CFO of El Paso Exploration & Production Company from 2004 to 2005. Mr. Leland served as Vice President and COO of the general partner of GulfTerra Energy Partners, L.P. in 2003, and as Vice President and Controller from 1997 to 2003. Mr. Leland has served as a director of PotlatchDeltic Corporation since 2016 and Equitrans Midstream Corporation since 2020. Mr. Leland previously served as a director for the general partner of Oiltanking Partners, L.P., the general partner of Rice Midstream Partners until its merger with EQM Midstream Partners, LP, and KiOR, Inc. Mr. Leland holds a Bachelor of Business Administration in finance and economics from the University of Puget Sound. MR. LELAND IS WELL QUALIFIED TO SERVE ON OUR BOARD DUE TO HIS EXTENSIVE OPERATIONAL AND FINANCIAL EXPERIENCE IN THE MIDSTREAM ENERGY INDUSTRY AND HIS EXPERIENCE ON THE BOARDS OF DIRECTORS OF NUMEROUS PUBLICLY TRADED ENERGY COMPANIES. | | D. Mark Leland AGE: 62 DIRECTOR SINCE: 2017 | |

  10. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 5 | 2024 Proxy Statement |

  11. Nominees for Election as Directors

    | | Mr. McCarthy has served as a director since June 2017. He previously served as the Company’s Chair from March 2017 until November 2018 and as its Chief Executive Officer from December 2016 (inception) until February 2017. Mr. McCarthy served as Vice Chairman of Kayne Anderson Capital Advisors, L.P. (“Kayne Anderson”) from 2019 to 2023. During his 19-year tenure at Kayne Anderson, he co-founded the firm’s energy infrastructure securities activities and served as CEO and Chairman of the Board of Directors for Kayne Anderson’s closed-end funds. Prior to joining Kayne Anderson in 2004, Mr. McCarthy was global head of energy at UBS Securities LLC and held similar positions at PaineWebber Incorporated and Dean Witter Reynolds. Mr. McCarthy currently serves as a director of the general partner of Plains All American Pipeline LP and Chord Energy. Mr. McCarthy has previously served as a director of several publicly traded energy companies, including Whiting Petroleum (Chairman), Range Resources Corporation, ONEOK, Inc., Emerge Energy Services LP and K-Sea Transportation Partners LP. Mr. McCarthy earned a B.A. in Economics and Geology from Amherst College in 1981 and an M.B.A. in Finance from the Wharton School at the University of Pennsylvania in 1984. MR. MCCARTHY IS WELL QUALIFIED TO SERVE AS A MEMBER OF OUR BOARD DUE TO HIS ENERGY FINANCE, ACCOUNTING AND INVESTMENT EXPERIENCE. | | Kevin S. McCarthy AGE: 64 DIRECTOR SINCE: 2017 | |

  12. Nominees for Election as Directors

    | | Mr. Munfa was appointed to our board of directors in February 2022. Mr. Munfa is a Senior Managing Director in the Private Equity group at Blackstone. Since re-joining Blackstone in 2011, Mr. Munfa focuses on investments in the midstream and transmission sectors. Mr. Munfa has played an integral role in the execution of Blackstone’s investments in Cheniere, Cliff Swallow, Custom Truck One Source, EagleClaw Midstream, Grand Prix, Global Offshore Wind, GridLiance, Permian Highway Pipeline, Rover, Sabre and Power Grid Components. Mr. Munfa serves as a director of Sabre and Custom Truck One Source. and previously served as a director of BCP Raptor Holdco GP, LLC from June 2017 until February 2022. From 2006 to 2009, Mr. Munfa was an Analyst with Blackstone’s Private Equity group, where he was involved in the analysis and execution of private equity investments in energy and other industries. He began his career in 2004 as an Analyst in Blackstone’s Restructuring & Reorganization group. Mr. Munfa received an A.B. in Economics from Harvard College and an M.B.A. from the Stanford Graduate School of Business, where he graduated as an Arjay Miller Scholar. MR. MUNFA IS WELL QUALIFIED TO SERVE AS A MEMBER OF OUR BOARD DUE TO HIS ENERGY FINANCE AND INVESTMENT EXPERIENCE. | | John-Paul (JP) Munfa AGE: 42 DIRECTOR SINCE: 2022 | |

  13. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 6 | 2024 Proxy Statement |

  14. Nominees for Election as Directors

    | | Mr. Ordemann was appointed to the Board of Directors in April 2024. Mr. Ordemann has thirty-eight years of energy industry experience, including twenty-five years focused on natural gas gathering and processing, natural gas transmission, natural gas liquids, crude oil, refined products, and petrochemicals. From 1999 until his retirement in late 2019, Mr. Ordemann held numerous executive positions in commercial and business development at Enterprise Products Partners L.P. (“Enterprise”) and its affiliates, including serving as an Executive Vice President. Mr. Ordemann was also responsible for Enterprise’s engineering, operations, environmental, health, and safety functions and supply chain management activities from 2007 through 2012. Prior to joining Enterprise, he held senior positions in operations, engineering and commercial areas for Shell Midstream Enterprises, LLC and Tejas Natural Gas Liquids, LLC. Mr. Ordemann previously served on the boards of the general partner of Oiltanking Partners, L.P. and GPA Midstream Association, where he was both vice chairman and chairman. He holds a BS degree in Chemical Engineering from Virginia Tech. MR. ORDEMANN IS WELL QUALIFIED TO SERVE ON OUR BOARD DUE TO HIS EXTENSIVE OPERATIONAL AND FINANCIAL EXPERIENCE IN THE MIDSTREAM ENERGY INDUSTRY. | | William Ordemann AGE: 63 DIRECTOR SINCE: 2024 | |

  15. Nominees for Election as Directors

    | | Ms. Sugg was appointed to our board of directors in February 2022 and subsequently appointed as Lead Independent Director. Ms. Sugg is a retired executive of ConocoPhillips. Prior to her retirement in 2010, she held diverse global and domestic roles leading multiple divisions including the Australasia, Midstream, and Global Gas Divisions, as well as serving as the VP Human Resources Upstream. Additionally, she held management positions across the company in Engineering and Operations, Corporate and Strategic Planning, Mergers and Acquisitions, Treasury, and Marketing. Ms. Sugg currently serves on two other public company boards, Public Service Enterprise Group and Murphy Oil. Ms. Sugg served as a director of BCP GP from December 2020 until February 2022. She previously served as an independent director for The Williams Companies, Denbury Resources, and Mariner Energy. Ms. Sugg has a B.S. in Chemical Engineering from Oklahoma State University and has completed numerous advanced management and board of director education programs. She is a member of G100 Board Excellence and National Association of Corporate Directors. MS. SUGG’S BROAD BACKGROUND IN THE ENERGY INDUSTRY AND SERVICE AS A DIRECTOR ON VARIOUS PUBLIC COMPANY BOARDS BRINGS EXPERTISE IN THE ENERGY INDUSTRY, OPERATIONAL AND CORPORATE MATTERS. AMONG OTHER QUALIFICATIONS, SHE BRINGS TO THE BOARD SPECIFIC EXPERIENCE IN SENIOR LEADERSHIP, HUMAN CAPITAL MANAGEMENT, REGULATORY AND FINANCIAL MATTERS. | | Laura A. Sugg AGE: 63 DIRECTOR SINCE: 2022 | |

  16. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 7 | 2024 Proxy Statement |

  17. Nominees for Election as Directors

    | | Mr. Welch has served as our Chief Executive Officer and President and as a member of our board of directors since February 2022. Prior to February 2022, he served as President, Chief Executive Officer and Chief Financial Officer of BCP Raptor Holdco GP, LLC, a position he held since May 2021. From April 2019, he was President and CEO and before then was President and CFO. Prior to February 2022, he served as director of BCP Raptor Holdco GP, LLC, the general partner of BCP since June 2017. Mr. Welch has served as a Senior Advisor to Blackstone Energy Transition Partners since July 2016. Prior to joining Blackstone and BCP GP, he was the Group Chief Financial Officer and Head of Business Development for the Energy Transfer Equity, L.P. (“ETE”) family from June 2013 to February 2016. Mr. Welch also served on the board of directors of ETE, Energy Transfer Partners and Sunoco Logistics. Before joining ETE, Mr. Welch was Head of the EMEA Investment Banking Department and Head of the Global Energy Group at Credit Suisse. He was also a member of the Investment Banking Division Global Management Committee and the EMEA Operating Committee. Mr. Welch joined Credit Suisse First Boston in 1997 from Lehman Brothers Inc. in New York, where he was a Senior Vice President in the global utilities and project finance group. Prior to that he was an attorney in New York with Milbank, Tweed, Hadley & McCloy and a barrister and solicitor with Minter Ellison in Melbourne, Australia. Mr. Welch received a Bachelor of Law and a Diploma of Legal Practice from Queensland University of Technology. MR. WELCH’S SERVICE AS A CEO, PRIOR PUBLIC COMPANY EXECUTIVE EXPERIENCE AND EXTENSIVE EXPERIENCE MANAGING AND OVERSEEING INVESTMENTS PROVIDES HIM WITH EXPERIENCE IN THE FINANCIAL AND OPERATIONAL RISKS OF AN ENERGY COMPANY. HE IS WELL QUALIFIED TO SERVE ON OUR BOARD DUE TO THIS EXTENSIVE EXPERIENCE IN THE MIDSTREAM ENERGY INDUSTRY. | | Jamie Welch AGE: 57 DIRECTOR SINCE: 2022 | |

  18. Nominees for Election as Directors

    | VOTE | | The Board recommends that you vote “FOR ALL NOMINEES” for the election of directors. |

  19. Summary of 2023 Executive Compensation Practices

    | What We Do | | | ✓ | Align our executive compensation with long-term performance | | ✓ | Align executives’ interests with those of stockholders | | ✓ | The vast majority of NEO compensation is at risk and variable in the form of annual incentive and long-term incentive compensation | | ✓ | Require that all annual equity awards have a minimum of three years before any initial vesting | | ✓ | At least 50% of NEO equity grants are performance-based, tied to achievement of specific multi-year performance metrics | | ✓ | Provide for limited perquisites for NEOs | | ✓ | Prohibit all employees from short selling our securities, entering into any derivative transactions with respect to our securities, or otherwise hedging the risk and rewards of our securities | | ✓ | Prohibit Section 16 officers and directors from pledging our securities | | ✓ | Recommend an annual advisory vote on executive compensation in order to provide stockholders with a frequent opportunity to give feedback on compensation programs | | ✓ | Engage an independent compensation consultant, Meridian Compensation Partners (“Meridian”), to assess our practices | | ✓ | Review the independence of the Compensation Committee’s independent compensation consultant annually |

  20. Summary of 2023 Executive Compensation Practices

    | What We Don’t Do | | | ✗ | Automatically increase salaries each year or make lock-step changes in compensation based on peer group compensation levels or metrics | | ✗ | Pay guaranteed or multi-year cash bonuses | | ✗ | Provide significant perquisites | | ✗ | Provide Section 280G or 409A tax gross-ups | | ✗ | Provide single-trigger cash payments upon a change in control |

  21. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee oversees our executive compensation and employee benefit programs, and reviews and approves all compensation decisions relating to our NEOs. Upon the recommendation of the Compensation Committee, the Board will review and approve NEO base salaries annually. The Compensation Committee will recommend the adjustment of each NEO’s base salary based on factors that may include general competitiveness with peer and industry base salaries, any material increases in responsibilities, and adjustments consistent with those made for all employees. During the first quarter of 2023, the Compensation Committee recommended, and the Board approved, the quantitative and qualitative criteria that it used to determine the amount of the individual NEO awards for 2023. The Compensation Committee recommended, and the Board certified, performance achieved with respect thereto and made final decisions regarding short-term incentive awards during the first quarter of 2024, with input from the Chief Executive Officer. Each year, the Compensation Committee will continue to (i) review and set applicable performance goals for the short-term incentive award program at the beginning of the applicable year, subject to approval by the Board with respect to the NEOs, (ii) review and set the NEOs’ target annual incentive award at the beginning of the applicable year, subject to approval by the Board, and (iii) certify performance and review and approve the annual incentive awards actually achieved at the end of the applicable year. The Compensation Committee also recommends, and the Board approves, all equity awards to NEOs made pursuant to the 2019 Plan (as defined below).

  22. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee engaged Meridian as its independent compensation consultant for 2023 to assist the Compensation Committee with its responsibilities related to our executive officer and director compensation programs. Representatives of Meridian attend Compensation Committee meetings as requested and communicates with the members of the Compensation Committee between meetings. Meridian provides no services to management or the Compensation Committee that are unrelated to the duties and responsibilities of the Compensation Committee, and the Compensation Committee makes all decisions regarding the compensation of our NEOs and directors. Meridian reports directly to the Compensation Committee, and all work conducted by Meridian for us is on behalf of the Compensation Committee. The Compensation Committee determined that the services provided by Meridian to the Compensation Committee during 2023 did not give rise to any conflicts of interest. The Compensation Committee made this determination by assessing the independence of Meridian under the six independence factors adopted by the SEC and incorporated into the NYSE Corporate Governance Listing Standards. Further, in making this assessment, the Compensation Committee considered Meridian’s written correspondence to the Compensation Committee that affirmed the independence of Meridian and the partners, consultants and employees who provide services to the Compensation Committee on executive and director compensation matters.

  23. Competitive Benchmarking and Peer Group

    Competitive Benchmarking and Peer Group Each component of executive compensation is compared, measured, and evaluated against a peer group of companies. The Compensation Committee approves the peer group and periodically reviews and updates the companies included in that group.

  24. Competitive Benchmarking and Peer Group

    | Kinetik Holdings Inc. | 30 | 2024 Proxy Statement |

  25. Competitive Benchmarking and Peer Group

    The most recent executive compensation peer group was approved by the Compensation Committee at the February 2023 meeting and reflects no changes to the peer group approved by the Compensation Committee in 2022. The 2023 peer group is composed of the companies listed below. The peer group consists primarily of midstream oil and natural gas companies, selected based on size, complexity, and the quality of publicly available data with respect to these companies. When setting 2023 target compensation levels for our NEOs, the Compensation Committee did not target any element of compensation, or overall compensation, to a particular benchmark level (e.g., median) of the compensation peer group. Rather, the Compensation Committee used the 2023 compensation peer group data as one of several factors it took into account when it evaluated and set each element of our executive compensation program. Consideration of peer data helps to ensure that our compensation program is competitive with the market, which allows us to attract and retain executive officers with the requisite talent and experience to help us achieve our short- and long-term goals.

  26. Competitive Benchmarking and Peer Group

    | Western Midstream Partners, LP | DCP Midstream, LP | Antero Midstream Corporation | | Magellan Midstream Partners, L.P. | EnLink Midstream, LLC | NuStar Energy L.P. | | Equitrans Midstream Corporation | DT Midstream, Inc. | Crestwood Equity Partners LP |

  27. Base Salaries

    Base Salaries Base salaries serve to provide fixed cash compensation to our NEOs for performing their ongoing responsibilities. In February 2023, the Compensation Committee set each NEO’s base salary, taking into account a number of factors, including peer group data, inflation and individual and Company performance. In setting base salaries for our NEOs, the Compensation Committee also considered the significant 2022 equity awards tied to the Consideration Allocation Shares (discussed further below under “Equity Awards—Consideration Allocation Shares”), which contributed to the Compensation Committee approving lower base salaries in 2022 and 2023 for our NEOs, whose salaries were below the median level of comparable positions, particularly in the case of Mr. Welch. Based on these considerations, the Compensation Committee approved an approximate 4% raise to base salaries for each NEO, as well as all employees, as shown in the table below. For 2024, the Company approved raises to base salaries for all employees, including the NEOs, to better align with market compensation and bring compensation closer to the median level of comparable positions. Such raises became effective January 1, 2024.

  28. Annual Incentive Awards

    Annual Incentive Awards For 2023, the Compensation Committee approved an annual incentive program intended to reward achievement relative to annual financial, operational and individual performance objectives. The Compensation Committee established the following target 2023 annual incentive awards (expressed as a percentage of base salary) for the NEOs based on the level of responsibility and ability to impact our overall results, as well as consideration of peer group pay practices:

  29. Annual Incentive Awards

    | NEO | 2023 Target Annual Incentive (% of Base Salary)* | | Jamie Welch | 100% | | Matthew Wall | 90% | | Steven Stellato | 90% | | R. Todd Carpenter | 90% | | Anne Psencik | 90% |

  30. Annual Incentive Awards

    Each NEO may earn between zero percent and 200% of their target annual incentive. If less than threshold performance is achieved with respect to a performance metric, then 0% of the target annual incentive will be earned by the NEOs for that metric. If threshold performance is achieved with respect to a performance metric, then 50% of the target annual incentive will be earned by the NEOs for that metric, and if maximum performance is achieved with respect to a performance metric, then 200% of the target annual incentive will be earned by the NEOs for that metric. 2023 Quantitative Performance Metrics and Results The Compensation Committee selected the following quantitative metrics, which are linked directly to our 2023 business plan: •Financial Metrics: Adjusted EBITDA (as defined below), Free Cash Flow (as defined blow) and Net Debt to EBITDA (as defined below) ratio, which represents 50% of each NEO’s potential annual incentive award. The Compensation Committee believes that these measures represent key performance goals that drive shareholder value over the long term; and •Sustainability and Safety Factors: Goals with respect to methane intensity ratio, total recordable incident rate (“TRIR”), process safety incident rate (“PSIR”) and motor vehicle incident rate (“MVIR”), which represents 20% of each NEO’s potential annual incentive award. The Compensation Committee selected these metrics to align executive compensation opportunities with the achievement of meaningful safety and sustainability goals that are integral to the way the Company runs its business. Based upon an evaluation of the level of achievement for financial, sustainability and safety metrics described in the table below, the Compensation Committee determined that each NEO earned approximately 124% of their 70% target annual incentive with respect to the financial and sustainability and safety metrics.

  31. Annual Incentive Awards

    | Kinetik Holdings Inc. | 32 | 2024 Proxy Statement |

  32. Annual Incentive Awards

    2023 Qualitative Performance Metrics and Results The Compensation Committee considered certain qualitative factors based on the Company performance, which represents 30% of each NEO’s potential annual incentive award. The qualitative factors considered reflect the complexity of the Company’s business and the Compensation Committee’s desire to ensure that decision-making over the short-term remains focused on producing sustainable growth over the long term. In its evaluation of qualitative performance metrics, the Compensation Committee considered strong corporate performance relative to corporate strategic objectives, including: •Balance sheet management underpinned by a bond issuance of $800mm of 2028 Notes, the proceeds of which were used to reduce our Term Loan A facility by 40% and support an amendment that extended the maturity of the Term Loan A facility by 12 months. •Total Shareholder Return (“TSR”) on an absolute and relative basis, with an absolute return of 14.5%, which was slightly below the median performance of the Company’s 2023 peer group. The Compensation Committee also considered the absolute return of 17.8% through December 11, 2023, which fell just above the median of the peer group. December 11, 2023 was the trading day prior to the launch of the Apache secondary equity offering, which had a short-term negative impact on the Company’s stock performance. •Commercial Successes, including the entrance into new commercial agreements with customers in Lea County, New Mexico, enabled the Company to expand its existing natural gas gathering and processing system and continue its strong volume growth. In addition, the acquisition of water infrastructure assets, coupled with a natural gas drilling incentive, created both attractive near-term and longer-term financial and volume benefits for the Company. •Operational Excellence, including on-time in-service of pipeline projects while maintaining cost discipline of respective project capital budgets and overall system run times and performance in the face of record breaking 2023 temperatures. •Sustainability Performance, including MSCI ESG Rating improvement from an A to an AA mid-year. Based on the evaluation of these items, the Compensation Committee determined that each NEO earned 100% of their 30% target annual incentive, with respect to the qualitative metrics. Final Performance Metrics and Results For 2023, the Compensation Committee set the following threshold, target and maximum performance goals with respect to the Company-wide metrics in February 2023 and approved the actual achievement with respect to those performance metrics, as certified by the Compensation Committee during the first quarter of 2024, which determined the percentage of target earned. Targets are set at aggressive levels that are intended to require significant effort to achieve. Overall, the Compensation Committee certified an annual incentive payout to each NEO equal to 117% of their respective 2023 target annual incentive.

  33. Annual Incentive Awards

    | Kinetik Holdings Inc. | 33 | 2024 Proxy Statement |

  34. Annual Incentive Awards

    | | | Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | 2023 Actual Performance | Percent of Target Metric Earned | Weight | Percent of Target Bonus Earned | | Financial | 50% | EBITDA ($mm)(1) | $800.0 | $830.0 | $860.0 | $838.8 | 129% | 20% | 25.9% | | | | Levered FCF ($mm)(2) | $35.0 | $65.0 | $95.0 | $59.9 | 92% | 10% | 9.2% | | | | Net Debt/EBITDA(3) | 4.45x | 4.25x | 4.05x | 4.27x | 94% | 20% | 18.9% | | Sustainability & Safety | 20% | TRIR | 2.25 | 1.50 | 0.75 | 0.64 | 200% | 5% | 10.0% | | | | MVIR | 2.20 | 1.60 | 1.20 | 2.15 | 54% | 5% | 2.7% | | | | PSIR | 0.03 | 0.02 | 0.01 | 0.00 | 200% | 5% | 10.0% | | | | Methane Intensity | -2.55% | -3.40 | -5.10% | -15.9% | 200% | 5% | 10.0% | | Qualitative | 30% | | | | | | | | 30% | | Total | 100% | | | | | | | | 117% |

  35. Annual Incentive Awards

    (1)“Adjusted EBITDA” is defined as net income including noncontrolling interests adjusted for interest, taxes, depreciation and amortization, impairment charges, asset write-offs, the proportionate earnings before interest, taxes, depreciation and amortization from our equity method investments, equity in earnings from investments recorded using the equity method, share-based compensation expense, extraordinary losses and unusual or non-recurring charges. Adjusted EBITDA is adjusted for any divestitures and/or acquisitions not assumed in the 2023 budget and provides a basis for comparison of our business operations between current, past and future periods by excluding items that we do not believe are indicative of our core operating performance. Additional information regarding calculation of Adjusted EBITDA is available in the section entitled “Reconciliation of non-GAAP financial measure” included in our Form 10-K for the fiscal year ended December 31, 2023 and in the earnings release filed by the Company on February 29, 2024. (2)“Free Cash Flow” is defined as “Distributable Cash Flow” adjusted for growth capital expenditures, investments in unconsolidated affiliates, cash interest, and contributions in aid of construction. “Distributable Cash Flow” means Adjusted EBITDA, adjusted for the proportionate “EBITDA” from the Company’s equity method investments, cash distributions received from the Company’s equity method investments, interest expense, net of amounts capitalized, distributions to preferred unit holders and maintenance capital expenditures. “EBITDA” means earnings before interest, taxes, depreciation and amortization. Additional information regarding the calculation of Free Cash Flow is available in the earnings release filed by the Company on February 29, 2024. (3)“Net Debt to EBITDA” is defined as “Net Debt” as of December 31, 2023 divided by the last twelve months Adjusted EBITDA. “Net Debt” is defined as total long-term debt, excluding deferred financing costs, less cash and cash equivalents. Additional information regarding the calculation of Net Debt to EBITDA is available in the earnings release filed by the Company on February 29, 2024. The Compensation Committee evaluated the overall performance of each individual NEO prior to certifying the amount of the annual incentive award earned by each NEO, and reserved the ability to adjust such earned amount upwards or downwards in light of such individual performance. For 2023, the amount of the annual incentive award earned by each NEO remained unchanged following the evaluation. Each of our NEOs elected to receive their 2023 annual incentive awards in fully vested shares of Class A Common Stock.

  36. Equity Awards

    Equity Awards 2019 Plan Awards The Company maintains the Kinetik Holdings Inc. 2019 Omnibus Compensation Plan (the “2019 Plan”), which provides the Company with the flexibility to grant a wide range of equity and equity-based awards and is also used as the plan pursuant to which the Company’s annual incentive award program is administered. Long-term incentive (“LTI”) awards are intended to balance retention of our executive team and alignment of our NEOs’ interests with those of our stockholders. In 2023, the Compensation Committee set the total target LTI value appropriate for each NEO, taking into account 2023 peer group data and each NEO’s contribution to our success, level of responsibility and experience. For 2023, each NEO’s total targeted annual LTI value was allocated 100% to grants of time-based restricted stock units (“RSUs”). The Compensation Committee believes it was appropriate to solely grant time-based RSUs because 2023 was the Company’s first full year as a publicly traded company, and the Compensation Committee believed it needed time to observe the Company’s peers and study market trends prior to determining appropriate performance goals for any performance-based equity awards. On February 23, 2023, the

  37. Equity Awards

    | Kinetik Holdings Inc. | 34 | 2024 Proxy Statement |

  38. Equity Awards

    Compensation Committee approved the grant of RSUs to each NEO, effective as of March 10, 2023. These RSUs generally vest in a single installment on January 1, 2026, subject to each NEO’s continued employment through such date. Following vesting, each RSU will be settled in one share of Class A Common Stock. The Committee intends for a large percentage of equity awards to be performance-based going forward and has revised the 2024 compensation program to include performance-based equity awards. For additional information regarding the performance-based equity awards granted in 2024, please see "Actions Taken for the 2024 Fiscal Year” below. Please see “Summary Compensation Table” and “Grants of Plan-Based Awards Table” below for more information on the number and value of RSU awards granted during 2023. Consideration Allocation Shares Prior to the closing of the Transactions, as a private equity-backed company, BCP’s compensation strategy differed from that of public companies, notably in terms of the modest levels of cash-based compensation provided and equity-like grants that were in the form of profits interests. The value of BCP’s profits interests were dependent on the ultimate value realized by BCP’s equity sponsors. Pursuant to the terms of the New BCP Raptor Holdco LLC limited liability company agreement, dated October 21, 2021, BCP determined that it would be appropriate to award the NEOs and other employees with equity based on such profits interests in part reflecting the work and effort of the NEOs and BCP’s employee base as a private company since 2017 and the implied value (based on the Transaction) created for the equity sponsors. As such, BCP issued incentive units, which included performance and service conditions, to each of the NEOs. The units consisted of Class A-1, Class A-2, and Class A-3 units. These units derived value from certain of the Company’s wholly owned subsidiaries. Class A-1 and A-2 units would have vested upon either (i) the date of consummation of a change in control or (ii) the date that is one-year following the consummation of the initial public offering of the Company (or its successor). Class A-3 units would have vested upon a change in control, if the participants were employed at the time of the event, or upon termination of the participant by the Company. In connection with the closing of the Transactions in February 2022, the BCP awards held by each of our NEOs and employees were cancelled and exchanged for shares of the Class A Common Stock (“Class A Shares”) and Class C Common Stock and Common Units (collectively, the “Class C Shares”). Together, the Class A Shares and Class C Shares are referred to herein as the “Consideration Allocation Shares.” The share issuance creates alignment with the Company’s stockholders, including Blackstone and I Squared. The Class A Shares are held in escrow and are subject to a three-year cliff vesting schedule for all NEOs (except Mr. Welch, whose Class A Shares are subject to a four-year cliff vesting schedule) in order to assist with post-Transaction retention. Performance-based Class A Shares are additionally subject to a multiple on invested capital (“MOIC”) performance threshold. The Class C Shares are subject to a four-year cliff vesting schedule. Once vested, the Class C Shares may be redeemed and cancelled in exchange for shares of our Class A Common Stock (or an equivalent amount of cash). As previously discussed, the Consideration Allocation Shares contributed to lower salary and bonus targets for 2022 and 2023 for the NEOs. The Consideration Allocation Shares granted in 2022 are not considered compensatory because they were granted to our NEOs as consideration for the BCP awards such NEOs forfeited in connection with the Transactions. However, pursuant to SEC rules, the Consideration Allocation Shares are included in certain of the compensation-related tables below, including the Outstanding Equity Awards at Fiscal Year-End Table. Further, the Consideration Allocation Shares do require continued employment to vest, and the Compensation Committee considered them when determining the portion of each NEO’s compensation that is “at-risk.”

  39. Equity Awards

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  40. Severance and Change of Control Benefits for NEOs

    Severance and Change of Control Benefits for NEOs Our NEOs were not party to employment or change in control agreements in 2023. However, during 2023 each of our NEOs were entitled to certain benefits upon a termination of employment under the terms of their respective equity award agreements, as described in further detail below. The description of the relevant terms of such award agreements set forth below does not purport to be a complete description of all of the provisions of any such agreements and is qualified in its entirety by reference to the forms of award agreements previously filed. Under Ms. Psencik’s 2022 RSU award agreement, if Ms. Psencik’s employment is terminated by the Company without “Cause” or due to her death or “Disability,” or upon a “Change of Control,” subject to execution and non-revocation of a release, all outstanding unvested RSUs will become vested as of such termination of employment or Change of Control, as applicable. For purposes of Ms. Psencik’s RSUs, “Cause,” “Disability,” and “Change of Control” are generally defined as set forth below under “—Potential Payments Upon Termination or Change in Control.” Under the 2023 RSU award agreements, if the employment of any of our NEOs is terminated due to the NEO’s death or “Disability” or upon a “Change of Control,” subject to execution and non-revocation of a release, all outstanding unvested RSUs will become vested as of such termination of employment or Change of Control, as applicable. For purposes of the 2023 RSUs, “Disability,” and “Change of Control” are generally defined as set forth below under “—Potential Payments Upon Termination or Change in Control.”

  41. Consideration Allocation Shares

    Consideration Allocation Shares Restrictions on the Class A Shares and Class C Shares received by Messrs. Welch, Wall, Stellato, and Carpenter and Ms. Psencik as consideration for the forfeiture of their BCP awards will lapse and such shares shall become fully vested (and, for Mr. Welch’s performance-based Class A Shares, the performance condition will be deemed to have been met) in the event of a “Change of Control” or upon the NEO’s termination of employment (i) by the Company without “Cause,” (ii) due to the NEO’s resignation for “Good Reason,” or (iii) due to the NEO’s death or “Disability.” For purposes of the restricted Class A Shares and Class C Shares, “Cause,” “Change of Control,” “Disability” and “Good Reason” are generally defined as set forth below under “—Potential Payments Upon Termination or Change in Control.”

  42. Equity Awards

    Equity Awards During the first quarter of 2024, the Compensation Committee worked with Meridian to design the 2024 equity compensation program. The Compensation Committee reviewed and discussed compensation data for our NEOs as compared to the compensation data for similarly situated officers in our peer group and ultimately recommended the grants of performance share unit (“PSU”) and RSU awards for the 2024 fiscal year. The 2024 equity awards are comprised approximately 50% of RSUs and 50% of PSUs for all NEOs except Mr. Welch, whose 2024 equity awards are comprised approximately 25% of RSUs and 75% of PSUs. RSUs The RSUs granted on March 7, 2024, will vest on January 1, 2027, subject to each NEO’s continued employment through such date. Following vesting, each RSU will be settled for shares of our Class A Common Stock on a one-for-one basis. Each NEO was granted the following number of RSUs: 32,282 for Mr. Welch, 16,141 for Mr. Stellato, and 15,407 for each of Messrs. Wall and Carpenter and Ms. Psencik. PSUs Fifty percent of the PSUs granted on March 7, 2024 will vest based on the Company’s annualized TSR performance, and fifty percent of such PSUs will vest based on the Company’s annualized absolute TSR as compared to the annualized absolute TSR of each of the peers in the performance peer group, in each case, over the three-year period commencing on January 1, 2024 and ending on December 31, 2026, subject to each NEO’s continued employment through such date. The performance peer group applicable to the relative-TSR based PSUs includes: Energy Transfer LP, Enterprise Products Partners L.P., Kinder Morgan, Inc., The Williams Companies, Inc., MPLX LP, ONEOK, Inc., Targa Resources Corp., Plains All American Pipeline, L.P., Western Midstream Partners, LP, Equitrans Midstream Corporation, EnLink Midstream, LLC, Antero Midstream Corporation, DT Midstream, Inc., NuStar Energy L.P., and Hess Midstream LP. The percentage of PSUs that become earned may range from 0% to 200% of the target number of PSUs granted. Each NEO was granted the following number of target PSUs: 101,419 for Mr. Welch, 16,903 for Mr. Stellato, and 16,134 for each of Messrs. Wall and Carpenter and Ms. Psencik.

  43. Executive Severance Plan

    Executive Severance Plan On February 28, 2024, the Compensation Committee adopted the Kinetik Holdings Inc. Executive Severance Plan (the “Severance Plan”) and a form of participation agreement under the Severance Plan. Each of our NEOs participates in the Severance Plan as a “Tier 1 Executive” (as defined in the Severance Plan). Under the Severance Plan, upon termination of an NEO’s employment by the Company without “Cause” or due to the NEO’s resignation for “Good Reason” (such quoted terms as defined in the Severance Plan), the NEO will be eligible to receive the following severance payments:

  44. Executive Severance Plan

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  45. Executive Severance Plan

    a.A lump sum cash payment in an amount equal to the product of (x) nine weeks of the NEO’s annualized base salary then in effect and target annual cash bonus for the year of termination (“Base/Bonus Compensation”) and (y) the number of years that the NEO has been continuously employed (the “Non-CIC Severance Payment”). The Non-CIC Severance Payment shall in no event be in an amount equal to less than nine weeks or greater than 52 weeks of the NEO’s Base/Bonus Compensation; and b.A lump sum cash payment in an amount equal to the full amount (including the employer and employee premium) required to effect and continue group health plan coverage for a period of 36 months at active employee rates (the “Medical Benefit”). Under the Severance Plan, upon termination of an NEO’s employment by the Company without Cause or due to the NEO’s resignation for Good Reason that occurs within the 24-month period following a “Change in Control” (as defined below), the NEO will be eligible to receive the following severance payments and benefits: a.A lump sum cash payment equal to (i) two and one-half times the NEO’s Base/Bonus Compensation plus (ii) a prorated annual cash bonus for the year of termination based on the Company’s actual performance; b.The Medical Benefit; c.A lump sum cash payment equal to the amount of the Company’s matching or other employer contributions under the 401(k) defined contribution plan and health savings account in which the NEO participates immediately prior to his or her termination of employment that such NEO would have received had his or her employment continued for 30 months; d.Outplacement services not to exceed a total of $75,000; and e.Accelerated vesting of all unvested equity-based awards (for performance-based awards, based on the greater of target and actual performance as of the date of the Change in Control). Under the Severance Plan, upon termination of the NEO’s employment due to the NEO’s death or “Disability” (as defined in the Severance Plan), the NEO will be eligible to receive the following severance payment and benefits: a.The Medical Benefit; and b.A lump sum cash payment equal to a prorated annual cash bonus for the year of termination based on the Company’s actual performance. In order to receive any of the foregoing severance payments or benefits under the Severance Plan, a NEO must timely execute (and not revoke) a general release of claims in favor of the Company and its affiliates. Further, the Severance Plan requires continued compliance with certain confidentiality, non-solicitation, ownership of intellectual property, non-disparagement, and post-termination cooperation covenants. If the severance payments and benefits under the Severance Plan would trigger an excise tax for a participant under Section 4999 of the Internal Revenue Code of 1986, as amended, the Severance Plan provides that a NEO’s severance payments and benefits will be reduced to a level at which the excise tax is not triggered, unless the NEO would receive a greater amount without such reduction after taking into account the excise tax and other applicable taxes. For purposes of the Severance Plan, “Change in Control” generally means the occurrence of any of the following events: a.Any one person or more than one person acting as a group acquires beneficial ownership of more than fifty percent (50%) of the voting power of the Company’s outstanding capital stock; b.A merger or consolidation of the Company with any other corporation or other entity, and, immediately after the consummation of such merger or consolidation, the voting securities of the Company immediately prior to such merger or consolidation do not continue to represent or are not converted into more than fifty percent (50%) of the combined voting power of the then-outstanding voting securities of the person resulting from such merger or consolidation; or

  46. Executive Severance Plan

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  47. Executive Severance Plan

    c.A direct or indirect sale or other disposition, in one or a series of related transactions, of all or substantially all of the Company’s assets, other than to an entity, at least fifty percent (50%) of the combined voting power of the then-outstanding voting securities of such entity are owned by stockholders of the Company immediately prior to such sale. The first prong above comprises the “Change of Control” definition under the 2019 Plan; however, given the fact that the 2019 Plan was inherited from Altus, the Compensation Committee felt it was appropriate to reevaluate the Change in Control definition under the Severance Plan. After reviewing analogous definitions commonly used in the industry, including those utilized by the Company’s peers, the Compensation Committee determined that it was appropriate to add the second and third prongs. The second and third prongs address different transaction structures that would arguably not be covered by the first prong, but that the Compensation Committee believes are intended to constitute a Change in Control given that all three prongs would result in the Company’s current shareholders owning less than fifty percent (50%) of the Company’s (or the applicable successor’s) securities after giving effect to the applicable transaction. The Compensation Committee reasoned that the additional level of detail would eliminate uncertainty and provide clarity in the context of a potential transaction. In addition, the vast majority of the Company’s peers utilize analogous definitions that contain all three prongs.

  48. Summary Compensation Table

    Summary Compensation Table The table below summarizes the compensation provided to our NEOs for services rendered to the Company and its subsidiaries during fiscal years 2023 and 2022. For each of Messrs. Welch, Wall, Stellato, and Carpenter and Ms. Psencik, the amounts specified in the table set forth compensation earned by each such NEO from February 22, 2022 (the date of the closing of the Transactions and each such NEO’s appointment as an officer of the Company) to December 31, 2022. Because none of our current NEOs were providing services to the Company or its subsidiaries in an executive officer capacity during fiscal year 2021, we have not included any compensation information for that year.

  49. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Jamie Welch President and Chief Executive Officer | 2023 | 676,000 | 237,276 | 828,548 | 553,644 | 26,521 | 2,321,989 | | | 2022 | 534,423 | | | 644,337 | 6,100 | 1,184,860 | | Matthew Wall Executive Vice President and Chief Operating Officer | 2023 | 416,000 | 131,414 | 828,548 | 306,634 | 16,575 | 1,699,171 | | | 2022 | 336,875 | | | 374,502 | 6,683 | 718,060 | | Steven Stellato Executive Vice President, Chief Administrative Officer and Chief Accounting Officer | 2023 | 416,000 | 131,414 | 1,148,928 | 306,634 | 16,575 | 2,019,551 | | | 2022 | 336,875 | | | 374,502 | 6,679 | 718,056 | | R. Todd Carpenter General Counsel and Chief Compliance Officer | 2023 | 416,000 | 131,414 | 1,148,928 | 306,634 | 16,575 | 2,019,551 | | | 2022 | 336,875 | | | 374,502 | 6,658 | 718,035 | | Anne Psencik Chief Strategy Officer | 2023 | 416,000 | 131,414 | 1,148,928 | 306,634 | 16,575 | 2,019,551 | | | 2022 | 336,875 | | 817,718 | 374,502 | 6,663 | 1,535,758 |

  50. Summary Compensation Table

    (1)The amounts in this column represent the qualitative component of the 2023 annual incentive awards. Each of Messrs. Welch, Wall, Stellato and Carpenter and Ms. Psencik elected to receive their 2023 annual incentive awards in the form of fully vested shares of Class A Common Stock rather than cash. (2)The amounts in this column reflect the value of RSU awards subject to time-based vesting made to our NEOs during the 2023 fiscal year, based on the aggregate grant date fair value determined in accordance with FASB ASC Topic 718. Such RSU awards were granted pursuant to the 2019 Plan. The discussion of the assumptions used in calculating the aggregate grant date fair value of the RSU awards can be found in Note 14 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (which is not and shall not be deemed to be incorporated by reference herein). (3)The amounts included in this column reflect the amount of the 2023 annual incentive awards earned by each of our NEOs based upon the Company’s achievement of objective performance metrics. Each of Messrs. Welch, Wall, Stellato and Carpenter and Ms. Psencik elected to receive their 2023 annual incentive awards in the form of fully vested shares of Class A Common Stock rather than cash. (4)Amounts reported in the “All Other Compensation” column for 2023 include $16,500 in non-elective contributions to each NEO’s 401(k) plan account.

  51. Summary Compensation Table

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  52. Grants of Plan-Based Awards for the 2023 Fiscal Year

    Grants of Plan-Based Awards for the 2023 Fiscal Year The following table includes information about awards granted to our NEOs during 2023.

  53. Grants of Plan-Based Awards for the 2023 Fiscal Year

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | | | | Jamie Welch | 3/10/2023 | 02/23/2023 | 338,000 | 676,000 | 1,352,000 | 26,195 | 828,548 | | Matthew Wall | 3/10/2023 | 02/23/2023 | 187,200 | 374,400 | 748,800 | 26,195 | 828,548 | | Steven Stellato | 3/10/2023 | 02/23/2023 | 187,200 | 374,400 | 748,800 | 36,324 | 1,148,928 | | R. Todd Carpenter | 3/10/2023 | 02/23/2023 | 187,200 | 374,400 | 748,800 | 36,324 | 1,148,928 | | Anne Psencik | 3/10/2023 | 02/23/2023 | 187,200 | 374,400 | 748,800 | 36,324 | 1,148,928 |

  54. Grants of Plan-Based Awards for the 2023 Fiscal Year

    (1)Amounts in these columns represent the threshold, target, and maximum possible values for 2023 annual incentive awards for each NEO. The actual value of 2023 annual incentive awards paid to our NEOs can be found above in the “Non-Equity Incentive Plan Compensation” and “Bonus” columns of the Summary Compensation Table. (2)The amounts set forth in this column represent the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. Please see Note 14 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for more information regarding assumptions underlying the value of the equity awards.

  55. Grants of Plan-Based Awards for the 2023 Fiscal Year

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  56. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below provides supplemental information relating to the stock-based awards for each NEO as of December 31, 2023. Messrs. Welch, Wall, Stellato, Carpenter and Ms. Psencik hold Class A Shares (and, in the case of Mr. Welch, Class C Shares) that they received as consideration for their BCP awards that were cancelled effective as of the closing of the Transactions.

  57. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(1) | | Jamie Welch | 325,566(2) | 10,873,904 | | | | | 2,319,646(3) | 77,476,176 | | | | | | | 395,416(5) | 13,206,894 | | | 26,195(6) | 874,913 | | | | Matthew Wall | 412,424(3) | 13,774,962 | | | | | 26,195(6) | 874,913 | | | | Steven Stellato | 234,134(3) | 7,820,076 | | | | | 36,324(6) | 1,213,222 | | | | R. Todd Carpenter | 179,154(3) | 5,983,744 | | | | | 36,324(6) | 1,213,222 | | | | Anne Psencik | 153,546(3) | 5,128,436 | | | | | 24,200(4) | 808,280 | | | | | 36,324(6) | 1,213,222 | | |

  58. Outstanding Equity Awards at Fiscal Year-End

    (1)The amounts in this column reflect the market value of our Class A Common Stock underlying each NEO’s outstanding equity awards, computed based on the closing price of our Class A Common Stock on December 29, 2023 (the last trading day of 2023), which was $33.40 per share. Since the Class C Shares held by Mr. Welch, once vested, may be redeemed and cancelled in exchange for shares of our Class A Common Stock, the market value reported with respect to such Class C Shares is also computed based on the closing price of our Class A Common Stock on December 29, 2023 (the last trading day of 2023), which was $33.40 per share. (2)Reflects the number of Class C Shares received by Mr. Welch on February 25, 2022, as consideration for certain of his BCP awards that were forfeited in connection with the closing of the Transactions. Such shares vest in full on February 25, 2026, subject to his continued employment with the Company through such date. (3)Reflects the number of Class A Shares received by Messrs. Welch, Wall, Stellato, and Carpenter and Ms. Psencik on February 25, 2022, as consideration for certain of their BCP awards that were forfeited in connection with the closing of the Transactions. Such shares vest in full on February 25, 2026, subject to the NEOs’ continued employment with the Company through such date. (4)Reflects the number of RSUs granted to Ms. Psencik on November 30, 2022, under the 2019 Plan as consideration for services rendered to the Company. Such RSUs will vest in full on November 30, 2025, subject to her continued employment with the Company through such date. (5)Reflects the number of performance-based Class A Shares received by Mr. Welch on February 25, 2022, as consideration for certain of his performance-based BCP awards that were forfeited in connection with the closing of the Transactions. Such shares will become vested on February 25, 2026, if the performance goals relating to MOIC have been met as of such date or the date following February 25, 2026, on which such performance goals are met, subject to continued employment through such applicable date. The performance-based shares will either become earned or forfeited. There is no threshold, target, or maximum value associated with such shares. (6)Reflects the number of RSUs granted to Messrs. Welch, Wall, Stellato, Carpenter and Ms. Psencik on March 10, 2023, under the 2019 Plan as consideration for services rendered to the Company. Such RSUs will vest in full on January 1, 2026, subject to continued employment with the Company through such date.

  59. Outstanding Equity Awards at Fiscal Year-End

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  60. Option Exercises and Stock Vested in the 2023 Fiscal Year

    Option Exercises and Stock Vested in the 2023 Fiscal Year The following table provides information, on an aggregate basis, about the NEOs’ awards that vested during the fiscal year ended December 31, 2023. None of our NEOs hold any stock option awards.

  61. Option Exercises and Stock Vested in the 2023 Fiscal Year

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Jamie Welch | 370,354 | 12,150,432 | | Matthew Wall | 39,666 | 1,297,996 | | Steven Stellato | 24,162 | 792,700 | | R. Todd Carpenter | 17,779 | 582,443 | | Anne Psencik | 17,310 | 567,107 |

  62. Option Exercises and Stock Vested in the 2023 Fiscal Year

    (1)For Messrs. Welch, Wall, Stellato and Carpenter, this column reflects the number of Class A Shares earned by each such NEO pursuant to both dividend reinvestment rights on their Class A Shares and Class C Shares, as applicable. For Ms. Psencik, this column reflects the number of Class A Shares earned pursuant to dividend reinvestment rights on her Class A Shares and her November 30, 2022, grant of RSUs. (2)The amounts reported in this column equal the number of shares of Class A Common Stock earned multiplied by the closing price of our Class A Common Stock on the applicable date earned, or, if the date on which such shares were earned was not a trading day, the last trading day immediately prior to such date.

  63. Pension Benefits and Nonqualified Deferred Compensation

    Pension Benefits and Nonqualified Deferred Compensation We have not maintained, and do not currently maintain, a defined benefit pension plan or a nonqualified deferred compensation plan providing for retirement benefits.

  64. Potential Payments Upon Termination or a Change in Control

    Potential Payments Upon Termination or a Change in Control None of our NEOs is party to an employment or change in control agreement. However, each of our NEOs may be entitled to certain benefits upon a termination of employment under the terms of their respective equity award agreements, as described in further detail below. The description of the relevant terms of such award agreements set forth below does not purport to be a complete description of all of the provisions of any such agreements and is qualified in its entirety by reference to the forms of award agreements previously filed.

  65. Director Compensation

    Director Compensation How Our Directors Are Compensated Our Non-Employee and Non-Affiliate Director Compensation Policy, effective as of June 30, 2022, as amended from time to time (the “Director Compensation Policy”), is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of Company stock to further align their interests with those of its stockholders. No compensation is paid to employee directors or directors designated by Blackstone, I Squared or Apache. During fiscal year 2023, our non-employee director compensation consisted of the following pursuant to the Director Compensation Policy:

  66. Director Compensation

    | Type of Compensation | Value of Compensation(1) | | Annual Cash Retainer | $100,000 | | Lead Director Annual Cash Retainer | $30,000 | | Audit Committee Chair Annual Cash Retainer | $35,000 | | Compensation Committee Chair Annual Cash Retainer | $20,000 | | Governance and Sustainability Committee Chair Annual Cash Retainer | $15,000 | | Annual Equity Compensation(2) | $125,000 |

  67. Director Compensation

    (1)All annual cash retainer amounts are paid in installments on a quarterly basis. No compensation is paid to Messrs. Foley, Munfa, Kumar, Krynak or Welch or Ms. Cordia. (2)The Company grants to each non-employee director, on an annual basis, fully vested RSUs under the 2019 Plan. Newly elected non-employee directors are generally expected to receive an equity grant upon joining the Board having a value of approximately $125,000.

  68. Director Compensation

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  69. Director Compensation

    Non-employee directors also receive reimbursement for out-of-pocket expenses they incur in connection with attending meetings of our Board of Directors or its committees. Non-employee directors are permitted, at their election, to defer settlement of their annual equity compensation or payment of their cash retainers to a future date or event. Each director is indemnified for such director’s actions associated with being a director to the fullest extent permitted under Delaware law. Stock Ownership Requirements To further align the interests of non-employee directors with those of stockholders, in November 2023, the Company adopted stock ownership requirements in the Director Compensation Policy, which provide that non-employee directors are required to own common stock of the Company equal in value to at least five times their annual cash retainer. Share equivalents (including restricted stock units and deferred stock units) are counted for purposes of meeting the stock ownership requirement. Non-employee directors must attain such ownership within five years of the date that the requirement was adopted. In February of 2024, the Director Compensation Policy was revised to require a non-employee director to retain any shares received from any equity awards upon vesting or settlement of such equity awards, less any shares tendered or withheld to satisfy tax withholding obligation, until such non-employee director has achieved those stock ownership requirements. Change of Control If a non-employee director’s service is involuntarily terminated by the Company or an affiliate in connection with a Change in Control (as defined in the 2019 Plan), such non-employee director is entitled to receive an amount equal to the Annual Cash Retainer (including the Lead Director Annual Cash Retainer, as applicable) and any annual committee chair service retainer, if applicable. 2023 Director Compensation Table The following table shows the annual retainer and fees earned by our directors for fiscal year 2023 that were either paid in cash or deferred at the election of the director. The table also shows the aggregate grant date fair value of stock awards and other information concerning the compensation paid by us to our directors for the year ended December 31, 2023.

  70. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards | Total | | (a) | ($)(b) | ($)(c)(1)(2) | ($)(d) | | Deborah L. Byers | 135,000(2) | 130,218 | 265,218 | | D. Mark Leland | 100,000 | 130,218 | 230,218 | | Kevin S. McCarthy | 100,000 | 130,218 | 230,218 | | Laura A. Sugg | 145,000 | 130,218 | 275,218 |

  71. Director Compensation

    (1)For Ms. Byers, Mr. Leland, and Ms. Sugg, this column reflects the grant date fair value, as computed in accordance with FASB ASC Topic 718, of fully vested RSUs granted on May 31, 2023, based on the per-share closing price of our Class A Common Stock on the date of grant. For Mr. McCarthy, this column reflects the grant date fair value, as computed in accordance with FASB ASC Topic 718, of an award of fully vested shares of Class A Common Stock granted on May 31, 2023, based on the per-share closing price of our Class A Common Stock on the date of grant. None of the directors held any unvested RSUs as of December 31, 2023. (2)The amount shown was paid to Ms. Byers in the form of DSUs in lieu of cash compensation. Once vested, each DSU represents a contingent right to receive an amount in cash equal to the value of one share of Class A Common Stock. Ms. Byers received 4,363 DSUs, of which 1,091 vested on April 1, 2023, July 1, 2023, and October 1, 2023, respectively, and 1,090 were unvested as of December 31, 2023 (but later vested on January 1, 2024).

  72. Director Compensation

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  73. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the four years in the period ended December 31, 2023, 2022, 2021 and 2020. The table below summarizes the compensation values reported in the Summary Compensation Table for our principal executive officers (“PEOs”) and average for our other non-PEO Named Executive Officers (“non-PEO NEOs”) as compared to the “compensation actually paid” (“CAP”), calculated pursuant to the applicable rules and the Company’s financial performance for the years ended December 31, 2023, 2022, 2021 and 2020.

  74. Pay Versus Performance

    | Year | Summary Compensation Table Total for First PEO ($)(1) | Summary Compensation Table Total for Second PEO ($)(1) | Compensation Actually Paid to First PEO ($)(1),(2),(4) | Compensation Actually Paid to Second PEO ($)(1),(2),(4) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3),(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income including Non-Controlling interests (in thousands) ($) | Adjusted EBITDA, including Non-Controlling interests (in thousands) ($) | | | | | | | | | TSR ($)(5) | Peer Group TSR ($)(5) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 2,321,989 | N/A | 12,041,430 | N/A | 1,939,456 | 3,318,227 | 137 | 168 | 386,452 | 838,830 | | 2022 | 343,606 | 1,184,860 | 706,646 | 110,279,592 | 773,671 | 7,750,920 | 135 | 158 | 250,721 | 772,189 | | 2021 | 2,476,399 | N/A | 4,346,136 | N/A | 977,732 | 1,696,415 | 118 | 121 | 99,221 | 283,802 | | 2020 | 2,334,613 | N/A | 2,030,742 | N/A | 854,678 | 932,545 | 83 | 78 | 81,684 | 191,155 |

  75. Pay Versus Performance

    (1)The PEO and the non-PEO NEOs for each year are as follows: (a)2023: PEO – Jamie Welch; non-PEO NEOs – Matthew Wall, Steven Stellato, R. Todd Carpenter, and Anne Psencik. (b)2022: PEO – Clay Bretches (First PEO) and Jamie Welch (Second PEO); non-PEO NEOs – Matthew Wall, Steven Stellato, R. Todd Carpenter, Anne Psencik, and Ben C. Rodgers (c)2021: PEO – Clay Bretches; non-PEO NEOs – Ben C. Rodgers and Stephen P. Noe (d)2020: PEO – Clay Bretches; non-PEO NEOs – Ben C. Rodgers and Stephen P. Noe (2)The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate CAP in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) for Mr. Bretches for each of 2022, 2021 and 2020 and Mr. Welch for each of 2023 and 2022. As neither Mr. Bretches nor Mr. Welch participated in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. The following table provides a tabular reconciliation between the totals presented in the Summary Compensation Table and the total CAP to Mr. Bretches for 2022, 2021, and 2020 and to Mr. Welch for 2023 and 2022.

  76. Pay Versus Performance

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  77. Pay Versus Performance

    | | 2023(a) | 2022(a) | 2022(b) | 2021(b) | 2020(b) | | PEO SUMMARY COMPENSATION TABLE TOTALS | $2,231,989 | $1,184,860 | $343,606 | $2,476,399 | $2,334,613 | | Deduct the fair value reported in the Summary Compensation Table of equity awards granted during the year | (828,548) | — | (212,028) | (1,507,456) | (1,434,927) | | Add (Subtract): | | | | | | | Fair value as of the end of the year of equity awards granted during the year that are outstanding and unvested as of the end of the year | 874,913 | 100,583,974 | 333,494 | 2,676,599 | 1,368,239 | | Change in fair value as of the end of the year (from the end of the prior year) of equity awards granted during any prior year that are outstanding and unvested as of the end of the year | 973,001 | — | 209,535 | 562,300 | 215,056 | | Fair value as of the vesting date of equity awards granted and vested during the year | 705,500 | — | — | — | — | | Change in fair value as of the vesting date (from the end of the prior year) of equity awards granted in prior years that vested during the year | — | — | 18,432 | 49,668 | 40,110 | | Fair value as of the end of the prior year of equity awards granted in prior years that were forfeited during the year | — | — | — | — | — | | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | 7,994,575 | 8,510,757 | 13,607 | 88,626 | 17,983 | | Total Equity Award Related Adjustments | 10,547,989 | 109,094,732 | 575,068 | 3,377,193 | 1,131,056 | | COMPENSATION ACTUALLY PAID TOTALS | $12,041,430 | $110,279,592 | $706,646 | $4,346,136 | $2,030,742 |

  78. Pay Versus Performance

    (a) Represents PEO compensation for Mr. Welch. (b) Represents PEO compensation for Mr. Bretches. (3)The Company deducted from and added to the average Summary Compensation Table total compensation the following amounts to calculate the average CAP in accordance with Item 402(v) of Regulation S-K as disclosed in columns (e) for the non-PEO NEOs in each respective year. As the Company’s Non PEO NEOs did not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. The following table provides a tabular reconciliation between the average of totals presented in the Summary Compensation Table and the average total CAP to the non-PEO NEOs for 2023, 2022, 2021, and 2020.

  79. Pay Versus Performance

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  80. Pay Versus Performance

    | | 2023 | 2022 | 2021 | 2020 | | NON-PEO NEOs AVERAGE SUMMARY COMPENSATION TABLE TOTALS | $1,939,456 | $773,671 | $977,732 | $854,678 | | Deduct the average fair value reported in the Summary Compensation Table of equity awards granted during the year | (1,068,833) | (183,333) | (455,701) | (421,500) | | Add (Subtract): | | | | | | Average fair value as of the end of the year of equity awards granted during the year that are outstanding and unvested as of the end of the year | 1,128,644 | 6,670,004 | 886,742 | 606,193 | | Change in average fair value as of the end of the year (from the end of the prior year) of equity awards granted during any prior year that are outstanding and unvested as of the end of the year | 80,277 | 20,267 | 194,623 | (105,182) | | Average fair value as of the vesting date of equity awards granted and vested during the year | 410,058 | — | — | — | | Change in average fair value as of the vesting date (from the end of the prior year) of equity awards granted in prior years that vested during the year | — | 1,340 | 47,853 | (7,544) | | Average fair value as of the end of the prior year of equity awards granted in prior years that were forfeited during the year | — | — | — | | | Average value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation | 828,625 | 468,971 | 45,166 | 5,900 | | Total Average Equity Award Related Adjustments | 2,447,604 | 7,160,582 | 1,174,384 | 499,367 | | AVERAGE COMPENSATION ACTUALLY PAID TOTALS | 3,318,227 | $7,750,920 | $1,696,415 | $932,545 |

  81. Pay Versus Performance

    (4)There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating CAP from the assumptions used to compute the valuation of such equity awards as of the grant date. (5)The values disclosed in (i) the TSR column represent the measurement period value of an investment of $100 in our Class A Common Stock and (ii) the Peer Group TSR column represent the measurement period value of an investment of $100 in our peer group. The peer group for purposes of the Pay versus Performance table is the Alerian US Midstream Energy Index, which is the same peer group we used in our Annual Report on Form 10-K for the year ended December 31, 2023.

  82. Narrative to Pay Versus Performance Table

    Narrative to Pay Versus Performance Table Since Kinetik was formed as a result of the Transactions, which closed on February 22, 2022, and our NEOs, were appointed in connection with the closing of the Transactions, we believe it is difficult to link CAP to our NEOs to our financial performance over the time period from 2020 to 2023 as presented in the Pay Versus Performance table. Nevertheless, over the three-year period from 2020 to 2022, our TSR, the TSR of our peer group, and CAP to our PEO(s) and the average CAP to our non-PEO NEOs all increased. In 2022, CAP to our NEOs outpaced the increase in our TSR primarily due to differences in NEO composition and executive compensation practices and disclosures related to the compensation strategy at BCP, a private equity-backed company that employed and compensated our NEOs prior to the Transactions. In addition, prior to the Transactions, Altus did not directly employ or compensate any of its executive officers, and the CAP amounts for Messrs. Bretches, Rodgers and Noe, as applicable, reflect the applicable allocation percentage applied to each applicable NEO’s compensation from Apache for the years 2022, 2021 and 2020 (which allocation percentage was designed to reflect the amount of time that such NEOs devoted to the business of Altus relative to the total time that such NEOs devoted to the businesses of Apache and its affiliates as a whole for the applicable year and hence reflect the portion of compensation paid by Apache for the applicable year that was allocable to services performed by such NEOs for Altus). Further, pre-Transactions, BCP awarded the NEOs, particularly Mr. Welch, with a significant amount of equity awards as is typical for private equity-backed companies to help align the executives’ interests with BCP’s long-term goals, which equity awards were exchanged for replacement equity awards by Kinetik in connection with the Transactions. However, we believe the fact that a significant portion of the compensation for our NEOs during 2022 was comprised of equity

  83. Narrative to Pay Versus Performance Table

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  84. Narrative to Pay Versus Performance Table

    awards, including performance-based awards, continues to align their interests with those of Kinetik and its stockholders. For more information regarding the Transaction-related equity awards, please see “Equity Awards—Consideration Allocation Shares” above. While it looks as if our CAP was reduced in 2023 as compared to 2022, we believe that such numbers are inaccurate representations of our compensation program due to the Transaction-related equity awards granted in 2022 and described above. Specifically, with respect to fiscal year 2023, the CAP to our PEO and non-PEO NEOs, as compared to the Summary Compensation Table totals for our PEO and non-PEO NEOs, is aligned with the increase in our TSR and the TSR of our peer group due primarily to the use of equity incentives, which are tied directly to stock price, as well as our annual incentive program, which is tied to our financial performance. In addition, both CAP to our NEOs and our Net Income increased between 2020 and 2021. Similarly, the substantial improvement in our Net Income between 2021 and 2022 is directionally aligned with the increase in CAP over the same period. Net income again increased between 2022 and 2023. While, as noted above, it looks as if our CAP was reduced in 2023 as compared to 2022, we believe that such numbers are inaccurate representations of our compensation program due to the Transaction-related equity awards granted in 2022 and described above. Specifically, with respect to fiscal year 2023, the CAP to our PEO and non-PEO NEOs, as compared to the Summary Compensation Table totals for our PEO and non-PEO NEOs, is aligned with the increase in net income due primarily to the use of equity incentives, which are tied directly to stock price, as well as our annual incentive program, which is tied to our financial performance. Further, both CAP to our NEOs and our adjusted EBITDA increased between 2020 and 2021. There was a disproportionate pay increase in CAP to our NEOs in relation to the increase in EBITDA between 2021 and 2022. While adjusted EBITDA is a metric in our annual incentive plan and therefore impacts executive compensation, there are several other factors that impact CAP, including the increase in our stock price as well as the impact of the Transactions on our executive compensation structure. Adjusted EBITDA again increased between 2022 and 2023. While, as noted above, it looks as if our CAP was reduced in 2023 as compared to 2022, we believe that such numbers are inaccurate representations of our compensation program due to the Transaction-related equity awards granted in 2022 and described above. Specifically, with respect to fiscal year 2023, the CAP to our PEO and non-PEO NEOs, as compared to the Summary Compensation Table totals for our PEO and non-PEO NEOs, is aligned with the increase in adjusted EBITDA due primarily to the use of equity incentives, which are tied directly to stock price, as well as our annual incentive program, which is tied to our financial performance.

  85. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees (other than our CEO, as defined below) and the annual total compensation of Jamie Welch, our President and Chief Executive Officer (our “CEO”). For the 2023 fiscal year, our last completed fiscal year: •The annual total compensation of the median employee of all employees of our company (other than the CEO) was $141,908; and •The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $2,321,989. •Based on this information, for 2023, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (other than the CEO) was reasonably estimated to be 16 to 1. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps: •We determined that, as of December 31, 2023, our employee population consisted of 335 individuals with all these individuals located in the United States. This population consisted of our full-time employees, as we do not have part-time, temporary, or seasonal workers. •We selected December 31, 2023 as our identification date for determining our median employee because it enabled us to make such identification in a reasonably efficient and economic manner and allowed for the most complete picture of employee compensation in 2023. •We used a consistently applied compensation measure to identify our median employee of comparing the amount of salary or wages and cash bonuses reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for 2023. Equity awards were excluded from the methodology because, while equity awards are widely distributed amongst our employee population, they are unlikely to change the median employee given the Company’s wide granting practices. •We identified our median employee by consistently applying this compensation measure to all of our employees included in our analysis. Since all our employees, including our CEO, are located in the United States, we did not make any cost-of-living adjustments in identifying the median employee. •After we identified our median employee, we combined all the elements of such employee’s compensation for the 2023 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $141,908. The difference between such employee’s salary, wages, overtime pay and cash bonuses and the employee’s annual total compensation represents the contributions in the amount of $6,457 that we made on the employee’s behalf to our 401(k) plan for the 2023 fiscal year. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report.

  86. CEO PAY RATIO

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  87. CEO PAY RATIO

    Proposal 2. Advisory Vote to Approve Named Executive Officer Compensation Our compensation policies are designed with the intention of recruiting highly qualified and experienced individuals capable of contributing to the continued growth of our Company. To achieve these objectives, we provide what we believe is a competitive total compensation package to our NEOs through a combination of base salary, annual incentive awards, and long-term equity-based incentives. Consistent with our goal of promoting the growth of our Company, a significant portion of the total incentive compensation for each of our NEOs is related to performance factors that measure our progress against the goals of our strategic financial and operating plans, as well as consideration of market pay practices. Stockholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation design and practices reflect our compensation philosophy. The Compensation Committee and the Board believe that our compensation practices are effective in implementing our guiding principles. Pursuant to Section 14A of the Securities Exchange Act of 1934, we are submitting a proposal to our stockholders for an advisory vote to approve the compensation of our Named Executive Officers. This proposal, commonly known as a “say on pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our Named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the principles, policies and practices described in this Proxy Statement. Accordingly, the following resolution is submitted for stockholder vote at the Annual Meeting: “RESOLVED, that the stockholders of Kinetik Holdings Inc. approve, on an advisory basis, the compensation of its named executive officers as disclosed in the proxy statement for the 2024 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and other related tables and disclosures.” As this is an advisory vote, the result is not likely to impact previously granted compensation, although our Compensation Committee will consider the outcome of the vote when evaluating our compensation practices going forward.

  88. CEO PAY RATIO

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  89. CEO PAY RATIO

    This advisory resolution, commonly referred to as a “say on pay” resolution, is non-binding on the Board. Although non-binding, the Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program. The affirmative “FOR” vote of the holders of a majority of the votes cast by the stockholders present or represented at the meeting, virtually during the meeting or by proxy, and entitled to vote thereon is required to approve this Proposal 2. Brokers do not have discretion to vote on this proposal without your instruction. If you do not instruct your broker how to vote on this proposal, your broker will deliver a non-vote on this proposal. Abstentions and broker non-votes will have no effect on Proposal 2. We currently intend to hold the next non-binding advisory vote to approve the compensation of our named executive officers at our 2025 annual meeting of stockholders, unless our Board modifies its policy of holding this vote on an annual basis.

  90. CEO PAY RATIO

    | VOTE | | The Board unanimously recommends that you vote “FOR” this Proposal 2. |

  91. CEO PAY RATIO

    | Kinetik Holdings Inc. | 54 | 2024 Proxy Statement |

  92. CEO PAY RATIO

    Proposal 3. Approval Of The Amended And Restated Kinetik Holdings Inc. 2019 Omnibus Compensation Plan The use of equity-based compensation awards under the 2019 Plan has been a key component of our compensation program since its adoption. The ability to grant equity-based compensation awards is critical to attracting and retaining highly qualified individuals. The Board believes it is in the best interests of our stockholders for those individuals to have an ownership interest in the Company in recognition of their present and potential contributions and to align their interests with those of our future stockholders. The Board has determined that the current number of shares of our Class A Common Stock available for grant under the 2019 Plan (which is our only active equity-based compensation plan) is not sufficient to meet the needs of our compensation program going forward. Accordingly, the Board adopted the Amended and Restated Kinetik Holdings Inc. 2019 Omnibus Compensation Plan (the “Amended 2019 Plan”) on April 3, 2024 in order to increase the number of shares of our Class A Common Stock available for future grants. At the Company’s annual meeting, our stockholders will be asked to approve the Amended 2019 Plan. If approved by our stockholders, an additional 6,500,000 shares of our Class A Common Stock will be authorized for issuance pursuant to awards under the Amended 2019 Plan. If the Amended 2019 Plan is not approved by our stockholders, then the 2019 Plan will remain in effect. Whether the Amended 2019 Plan is approved by our stockholders or not, each award granted under the 2019 Plan will continue to be subject to the terms of and provisions applicable to such award under the applicable award agreement and the 2019 Plan.

  93. Award Limitations; Director Compensation Limitations

    Award Limitations; Director Compensation Limitations A Participant under the Amended 2019 Plan will be eligible to receive an Award pursuant to the terms of the Amended 2019 Plan and subject to any limitations imposed by appropriate action of the Compensation Committee. Additionally, in each calendar year, as applicable, during any part of which the Amended 2019 Plan is in effect, no Participant may be granted (i) Options relating to more than 1,250,000 shares, (ii) SARs relating to more than 1,250,000 shares, (iii) Restricted Stock Awards or RSUs relating to more than 500,000 shares, (iv) Performance Awards relating to more than 500,000 shares, (v) Cash-Based Awards in excess of $15,000,000, and (vi) for non-employee directors, Awards for an aggregate number of shares having a fair market value on the grant date, plus any Cash-Based Awards, in excess of $300,000. Awards relating to Class A Common Stock are subject to adjustment in a manner consistent with the other provisions of the Amended 2019 Plan.