DEF 14A of Kinetik Holdings Inc., Apr 3, 2025

DEF 14A of Kinetik Holdings Inc.

Filed Apr 3, 2025 · FY20240001692787-25-000013

Open on EDGAR

  1. Nominees for Election as Directors

    Nominees for Election as Directors Biographical information as of March 28, 2025, 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 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 holds a B.B.A. from Baylor University and is a Certified Public Accountant. QUALIFICATIONS Ms. Byers is well qualified to serve on our board due to her significant experience in public company accounting, finance and financial reporting. Other Public Company Directorships (within the last 5 years) •Excelerate Energy, Inc •Civitas Resources, Inc •DTE Energy Company Committees •Audit (Chair and Audit Committee Financial Expert) •Governance | | Deborah L. Byers AGE: 63 DIRECTOR SINCE: 2022 INDEPENDENT | |

  3. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 3 | 2025 Proxy Statement |

  4. 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 also served as a director of BCP Raptor Holdco GP, LLC, the general partner of BCP (“BCP GP”) 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. QUALIFICATIONS 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. Other Public Company Directorships (within the last 5 years) •None Committees •Compensation | | David I. Foley AGE: 57 DIRECTOR SINCE: 2022 INDEPENDENT & CHAIRMAN OF THE BOARD | |

  5. 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. QUALIFICATIONS Mr. Kumar is well qualified to serve on our board due to his extensive experience in a number of areas including accounting and finance. Other Public Company Directorships (within the last 5 years) •None Committees •None | | Michael Kumar AGE: 57 DIRECTOR SINCE: 2024 INDEPENDENT | |

  6. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 4 | 2025 Proxy Statement |

  7. 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 holds a B.B.A. in finance and economics from the University of Puget Sound. QUALIFICATIONS 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. Other Public Company Directorships (within the last 5 years) •PotlatchDeltic Corporation •Equitrans Midstream Corporation Committees •Audit (Audit Committee Financial Expert) •Governance | | D. Mark Leland AGE: 63 DIRECTOR SINCE: 2017 INDEPENDENT | |

  8. 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 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. QUALIFICATIONS Mr. McCarthy is well qualified to serve as a member of our board due to his energy finance, accounting and investment experience. Other Public Company Directorships (within the last 5 years) •Plains All American Pipeline LP •Chord Energy •Whiting Petroleum Corporation Committees •Audit (Audit Committee Financial Expert) •Compensation (Chair) | | Kevin S. McCarthy AGE: 65 DIRECTOR SINCE: 2017 INDEPENDENT | |

  9. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 5 | 2025 Proxy Statement |

  10. 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 previously served as a director of BCP GP 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. QUALIFICATIONS Mr. Munfa is well qualified to serve as a member of our board due to his energy finance and investment experience. Other Public Company Directorships (within the last 5 years) •None Committees •None | | John-Paul (JP) Munfa AGE: 43 DIRECTOR SINCE: 2022 INDEPENDENT | |

  11. Nominees for Election as Directors

    | | Mr. Ordemann was appointed to the Board of Directors in April 2024. Mr. Ordemann has 38 years of energy industry experience, including 25 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. He holds a B.S. degree in Chemical Engineering from Virginia Tech. QUALIFICATIONS Mr. Ordemann is well qualified to serve on our board due to his extensive operational and financial experience in the midstream energy industry. Other Public Company Directorships (within the last 5 years) •None Committees •Audit •Governance | | William Ordemann AGE: 65 DIRECTOR SINCE: 2024 INDEPENDENT | |

  12. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 6 | 2025 Proxy Statement |

  13. Nominees for Election as Directors

    | | Ms. Putterman was appointed to our board of directors in January 2025. Ms. Putterman has served as a Managing Director, Asset Manager for Blackstone Energy Transition Partners since May 2024. Prior to joining Blackstone, from 2017 until April 2024, Ms. Putterman worked at Collins Aerospace where she served most recently as a Vice President/General Manager of Collins Aerospace’s Military Landing Gear Business. Previously, she held multiple business & operations leadership roles across the Blackstone portfolio. Ms. Putterman received a B.A. in Natural Resource Management from Brandeis University, an M.B.A. from University of Michigan Ross School of Business, and an M.S. from University of Michigan’s School of Natural Resources & Environment. QUALIFICATIONS Ms. Putterman is well qualified to serve on our board due to her operational experience. Other Public Company Directorships (within the last 5 years) •None Committees •None | | Karen Putterman AGE: 45 DIRECTOR SINCE: 2025 INDEPENDENT | |

  14. 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 served as a director of BCP GP from December 2020 until February 2022. Ms. Sugg 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 is a graduate from Oklahoma State University with a B.S. in Chemical Engineering. QUALIFICATIONS Ms. Sugg is well qualified to serve on our board due to her expertise in the energy industry, operational and corporate matters as a result of her broad background in the energy industry and service as a director on various public company boards. Among other qualifications, she brings to the board specific experience in senior leadership, human capital management, regulatory and financial matters. Other Public Company Directorships (within the last 5 years) •Public Service Enterprise Group •Murphy Oil •Denbury Resources Committees •Governance (Chair) •Compensation | | Laura A. Sugg AGE: 64 DIRECTOR SINCE: 2022 LEAD INDEPENDENT | |

  15. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 7 | 2025 Proxy Statement |

  16. 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. From April 2019 until February 2022, he served as President, Chief Executive Officer and Chief Financial Officer of BCP GP. From 2017 until February 2022, he served as director of BCP GP. Mr. Welch also serves as a Senior Advisor to Blackstone Energy Transition Partners. 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. QUALIFICATIONS Mr. Welch is well qualified to serve on our board due to his extensive experience in the midstream energy industry, including his experience in the financial and operational risks of an energy company as a result of his service as a CEO, prior public company executive experience and extensive experience managing and overseeing investments. Other Public Company Directorships (within the last 5 years) •None Committees •None | | Jamie Welch AGE: 58 DIRECTOR SINCE: 2022 | |

  17. Nominees for Election as Directors

    The affirmative “FOR” vote of the holders of a plurality of the votes cast by the stockholders present or represented at the meeting, virtually during this meeting or by proxy, and entitled to vote thereon is required to approve each nominee for the election of directors. You may vote for all the director nominees, withhold authority to vote your shares for all the director nominees or vote your shares with respect to all but one or more of the director nominees. Because directors need only be elected by a plurality of the vote, “Withhold Authority” votes will not affect whether any particular nominee has received sufficient votes to be elected. Broker non-votes will have no effect on the election of the nominees.

  18. Nominees for Election as Directors

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

  19. Nominees for Election as Directors

    | Kinetik Holdings Inc. | 8 | 2025 Proxy Statement |

  20. Director Nominees

    Director Nominees Each year, our Governance Committee will review, with the Board, the appropriate characteristics, skills and experience required for the Board as a whole and for its individual members. In evaluating the suitability of individual candidates, our Governance Committee may consider factors including, without limitation, an individual’s judgment, background, experiences, independence under applicable standards, experiences with businesses and other organizations of comparable size, the interplay of the individual’s experiences with the experience of other directors, and the extent to which the individual would be a desirable addition to the Board and any committees of the Board.

  21. Director Nominees

    | Kinetik Holdings Inc. | 9 | 2025 Proxy Statement |

  22. Director Nominees

    The matrix below outlines the wide range of skills and expertise represented on the Company’s Board:

  23. Director Nominees

    | Knowledge, Skills and Experience | | | | | | | | | | | | Public Company Board Experience / Governance Experience serving as a public company director; demonstrated understanding of current corporate governance standards & best practices in public companies. | ● | ● | | ● | ● | ● | ● | | ● | ● | | Senior Leadership Experience “C-Suite” experience with a public company or senior leadership experience within a large/complex organization. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | M&A / Business Development Experience evaluating, structuring, & executing business combinations, key acquisitions & large capital projects & developing long-term commercial strategies. | ● | ● | ● | ● | ● | ● | ● | | ● | ● | | Finance / Capital Management Understanding of financial statements & performance, financial strategy, & capital markets. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Accounting Understanding of, & experience with financial disclosure requirements, internal controls, & financial reporting processes. | ● | ● | ● | ● | ● | ● | | | | ● | | Risk Management Experience in identifying, overseeing, managing & mitigating key risks, strategic planning, or compliance. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Environmental / Sustainability Informed on matters related to environmental stewardship & sustainability & their relationship to the Company’s business & strategy. | ● | ● | ● | | | ● | ● | ● | ● | ● | | Industry Experience Experience in the Company’s business & industry, including key challenges, opportunities, & the competitive environment. | ● | ● | ● | ● | ● | ● | ● | | ● | ● | | Operations / Engineering Experience developing & implementing operating plans & technical strategy & familiarity with system operations. | | | | | | ● | ● | ● | ● | ● | | Human Capital Experience in recruiting, retaining, & developing key talent, experience with executive compensation & alignment of compensation programs with shareholder interests. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Investor Relations Experience understanding shareholder concerns & perceptions. | ● | ● | | ● | ● | ● | ● | | ● | ● | | Government Relations / Regulatory Experience with government relations, regulatory matters, & public policy issues. | ● | ● | ● | | ● | ● | ● | ● | ● | ● | | Technology / Cybersecurity Experience in information security, data privacy, cybersecurity, or use or development of technology to facilitate business operations. | ● | | | | | | | | ● | |

  24. Director Nominees

    | Kinetik Holdings Inc. | 10 | 2025 Proxy Statement |

  25. Stockholder Support

    | What We Do | | | ✓ | Provide that the vast majority of NEO compensation is at risk and variable and in the form of annual incentive and long-term incentive awards. | | ✓ | Require that all annual equity awards have a minimum of three years before any initial vesting. | | ✓ | Emphasize long-term performance by granting at least 50% of NEO (75% of CEO) long-term incentive awards in the form of performance-based equity. | | ✓ | Prohibit employees from short selling, pledging, or hedging our securities. | | ✓ | Utilize equity ownership guidelines for executive officers and directors. | | ✓ | Recommend an annual advisory vote on executive compensation in order to provide stockholders with a frequent opportunity to give feedback on compensation programs. | | ✓ | Provide for “double trigger” severance benefits in the event of a change of control and qualifying termination. | | ✓ | Engage an independent compensation consultant, Meridian Compensation Partners (“Meridian”), to assess our practices. |

  26. Stockholder Support

    | 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. | | ✗ | No single-trigger change in control protections in 2024 and future long-term incentive plan grants. |

  27. Pay-for-Performance Compensation Structure

    | Component | Performance Period | Objective | Performance Measurement Methodology for 2024 | | Base Salary | Annual | Recognizes an individual’s role and responsibilities and serves as an important retention vehicle | Reviewed annually and set based on competitive and internal considerations | | Annual Incentive Awards | Annual | Rewards achievement of annual financial and other objectives, subject to meeting individual performance expectations | Based on performance objectives established by the Compensation Committee during the first quarter of 2024 | | Equity Awards | Long-Term | Aligns compensation with long-term retention goals, shareholder return performance and multi-year performance goals | Annual grants with a three or four year vesting period |

  28. Role of the Compensation Committee

    Role of the Compensation Committee The Compensation Committee oversees our executive compensation and employee benefit programs. The Compensation Committee recommends, and the Board approves, all compensation decisions relating to our NEOs, including individual pay levels, annual incentive plan performance goals and outcomes, target annual incentive awards (as defined below) and annual equity grants. As part of their review, the Compensation Committee solicits input from the Chief Executive Officer and the Compensation Committee’s independent consultant.

  29. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee engaged Meridian as its independent compensation consultant for 2024 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 communicate 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 2024 did not give rise to any conflicts of interest.

  30. Role of our Chief Executive Officer and Senior Management

    Role of our Chief Executive Officer and Senior Management Our Chief Executive Officer, Chief Accounting and Administrative Officer, and General Counsel regularly interact with the Compensation Committee and its Chair to suggest and discuss executive compensation structures and programs. Our Chief Executive Officer makes recommendations for the individual NEO short-term incentive awards for 2024 (referred to herein as “annual incentive awards”) and equity incentive awards for the NEOs and other personnel (other than himself).

  31. 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. The 2024 executive compensation peer group (the “2024 Peer Group”) was approved by the Compensation Committee at the August 2023 meeting and reflects the addition of Genesis Energy, L.P. to the peer group approved by the Compensation Committee for 2023. The 2024 Peer Group is composed of the companies listed below, which are primarily 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 2024 target compensation levels for our NEOs, the Compensation Committee did not target any element of compensation, or overall compensation, to a particular benchmark level of the 2024 Peer Group. Rather, the Compensation Committee used the 2024 Peer Group data as one of several factors including, individual skills, experience, expertise and performance, 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.

  32. 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 | | Genesis Energy, L.P. | | |

  33. Competitive Benchmarking and Peer Group

    | Kinetik Holdings Inc. | 30 | 2025 Proxy Statement |

  34. Annual Incentive Awards

    Annual Incentive Awards In February 2024, the Compensation Committee, after consultation with Meridian, approved the 2024 annual incentive program, which is intended to reward achievement relative to annual financial, operational and individual performance objectives. The Compensation Committee specifically approved increases to the target annual incentive awards for Mr. Welch and Mr. Wall as compared to the 2023 annual incentive program to better align their target cash compensation with market practices while ensuring a significant portion of their compensation remains at risk and performance-based. The target 2024 annual incentive awards (expressed as a percentage of base salary) for the NEOs were established by the Compensation Committee based on the level of responsibility and ability to impact our overall results, as well as consideration of the 2024 Peer Group pay levels, and are reflected in the table below:

  35. Annual Incentive Awards

    | NEO | 2023 Target Annual Incentive (% of Base Salary) | 2024 Target Annual Incentive (% of Base Salary) | | Jamie Welch | 100% | 122% | | Matthew Wall | 90% | 95% | | Steven Stellato | 90% | 90% | | R. Todd Carpenter | 90% | 90% | | Anne Psencik | 90% | 90% |

  36. Annual Incentive Awards

    Each NEO may earn between 0% and 200% of their target annual incentive award. If less than threshold performance is achieved with respect to a performance metric, then 0% of the target annual incentive award 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 award 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 award will be earned by the NEOs for that metric. 2024 Quantitative Performance Metrics and Results The Compensation Committee selected the following quantitative metrics, which are linked directly to our 2024 business plan: •Financial Metrics: Adjusted EBITDA (as defined below), Levered Free Cash Flow (as defined blow) and Net Debt to EBITDA (as defined below) ratio. These financial metrics represent 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. •Sustainability and Safety Factors: Goals with respect to methane intensity ratio, total recordable incident rate (“TRIR”), and motor vehicle incident rate (“MVIR”). These sustainability and safety factors represent 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 the financial and sustainability and safety metrics described in the table below, the Compensation Committee determined that each NEO earned approximately 171% of their target annual incentive award with respect to the financial and sustainability and safety metrics (which constitutes 70% of their total annual incentive award).

  37. Annual Incentive Awards

    | Kinetik Holdings Inc. | 32 | 2025 Proxy Statement |

  38. Annual Incentive Awards

    2024 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:

  39. Annual Incentive Awards

    | Company Positioning for 2025 and Beyond | The Company further positioned itself for continued growth and commercial success within the Northern Delaware Basin via the acquisition of Durango Permian LLC and its subsidiaries (“Durango Midstream”), which more than doubled the Company’s customer count. Additionally, the Company completed the Barilla Draw gas and crude asset acquisition from Permian Resources, expanding operations in the Texas Delaware Basin. | | Commercial Successes | The Company entered into and restructured key long-term commercial agreements that strengthened relationships with customers and provided economic benefits. The Company secured a 15-year gas gathering and processing agreement in Eddy County, New Mexico, with one of its largest customers. Additionally, the Company expanded a commercial agreement with a major customer in Lea County, New Mexico, by increasing the minimum volume commitment and providing additional gas treating services. The Company completed the sale of its equity interest in the Gulf Coast Express Pipeline LLC and secured a $30 million earnout. The Company also acquired an additional 12.5% equity interest in EPIC Crude Holdings LP and facilitated an increased volume commitment and term extension by one of the pipeline partners. Furthermore, the Company executed a first-of-its-kind CO2 sales agreement with Infinium and received EPA approval of the Monitoring, Reporting and Verification Plan for the Maljamar and Dagger Draw processing facilities in New Mexico. | | Total Shareholder Return (“TSR”) | The Company’s TSR on an absolute and relative basis, including the absolute return of 74.8%, was well above the median performance of the Company’s 2024 peer group. | | Balance Sheet Management and Credit Ratings | The Company secured an extension of its Term Loan A facility through December 2026 and secured $1 million per year in interest savings through the implementation of an accounts receivable securitization facility. Additionally, the Company received a positive outlook from S&P. | | Operational and Community Excellence | The Company completed the rich gas lateral into Lea County, New Mexico ahead of schedule. Additionally, the Company received the GPA Midstream Safety Award for 2023 (awarded in March 2024) for achieving one million hours worked without a lost time injury. In 2024, the Company also logged over 400 volunteer hours. |

  40. Annual Incentive Awards

    Based on the evaluation of these items, the Compensation Committee determined an achievement level of 200% with respect to the qualitative metrics of the NEOs’ annual incentive awards (which constitutes 30% of their total annual incentive award). Final Performance Metrics and Results The Compensation Committee initially set the performance goals with respect to the 2024 annual incentive awards in February 2024. Targets for the annual incentive awards are set at aggressive levels that are intended to require significant effort to achieve. In connection with the Company’s acquisition of Durango Midstream in September 2024, the Company increased certain metrics, including Adjusted EBITDA (as defined below) and Levered FCF (as defined below), to account for the acquisition. The threshold,

  41. Annual Incentive Awards

    | Kinetik Holdings Inc. | 33 | 2025 Proxy Statement |

  42. Annual Incentive Awards

    target, and maximum performance goals for the 2024 annual incentive awards are reflected in the table below. During the fourth quarter of 2024 the Compensation Committee approved a payout at 100% of the NEO’s target awards based on management’s forecasted results with respect to the annual incentive award performance metrics. The Compensation Committee then certified the actual performance of the annual incentive awards at 180% of target during the first quarter of 2025, which resulted in an additional payout at 80% of the NEOs target award. In summary, the Compensation Committee certified an annual incentive award payout to each NEO equal to 180% of their respective 2024 target annual incentive award.

  43. Annual Incentive Awards

    | | | Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | 2024 Actual Performance | Percent of Target Metric Earned | Weight | Percent of Target Bonus Earned | | Financial | 50% | Adjusted EBITDA ($mm)(1) | $940.0 | $960.0 | $980.0 | $971.0 | 156% | 20% | 31.1% | | | | Levered FCF ($mm)(2) | $308.7 | $358.7 | $408.7 | $410.1 | 200% | 15% | 30.0% | | | | Net Debt/EBITDA(3),(4) | 4.00x | 3.72x | 3.50x | 3.56x | 172% | 15% | 25.7% | | Sustainability & Safety | 20% | TRIR | 1.75 | 1.15 | 0.55 | 0.75 | 167% | 6.7% | 11.1% | | | | MVIR | 2.00 | 1.50 | 1.00 | 1.36 | 128% | 6.7% | 8.5% | | | | Methane Intensity | -8.00% | -13.50% | -19.00.% | -23.70% | 200% | 6.7% | 13.3% | | Qualitative | 30% | | | | | | 200% | 30% | 60.0% | | Total | 100% | | | | | | | | 180.0% |

  44. 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 2024 budget. 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, 2024 and in the earnings release filed by the Company on February 26, 2025. (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 26, 2025. (3)“Net Debt to EBITDA” is defined as “Net Debt” as of December 31, 2024 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 26, 2025. (4)2024 Actual Performance Net Debt to EBITDA is calculated as (i) "Net Debt" as of December 31, 2024 divided by (ii) the last twelve months Adjusted EBITDA (a) plus Durango Permian Adjusted EBITDA for the January 1, 2024 through June 24, 2024 period, (b) less Adjusted EBITDA for Kinetik's 16% equity interest in GCX for the January 1, 2024 through June 4, 2024 period, and (c) plus Adjusted EBITDA for Kinetik's 12.5% equity interest in EPIC for the January 1, 2024 through June 30, 2024 period 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 2024, the amount of the annual incentive award earned by each NEO remained unchanged following the evaluation. Each of our NEOs elected to receive their 2024 annual incentive awards in fully vested shares of Class A Common Stock.

  45. Annual Incentive Awards

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  46. Equity Awards

    Equity Awards 2024 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. During the first quarter of 2024, the Compensation Committee, in consultation with Meridian, designed our 2024 equity compensation program and set the total target LTI value appropriate for each NEO, taking into account 2024 Peer Group data and each NEO’s contribution to our success, level of responsibility and experience. The Compensation Committee determined that it was appropriate to allocate a portion of each NEO’s LTI value to equity awards that would vest solely upon achievement of certain total shareholder return (“TSR”) targets. For 2024, the total targeted annual LTI value was allocated 50% to grants of time-based restricted stock units (“RSUs”) and 50% to grants of performance share units (“PSUs”) for all NEOs except Mr. Welch. Mr. Welch’s 2024 total targeted annual LTI value was allocated 25% to grants of RSUs and 75% to grants of PSUs. The Compensation Committee reviewed and discussed the compensation data for our NEOs compared to the data for similarly situated officers in our peer group, and on February 28, 2024, the Compensation Committee approved the grant of RSUs and PSUs to each NEO, effective as of March 7, 2024. RSUs The RSUs granted on March 7, 2024, will generally vest in a single installment 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.

  47. Equity Awards

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  48. Equity Awards

    PSUs Fifty percent of the PSUs granted on March 7, 2024, will generally vest based on the Company’s annualized TSR performance, and fifty percent of such PSUs will vest based on the Company’s annualized relative TSR performance as compared to the annualized TSR performance 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 is listed below:

  49. Equity Awards

    | Antero Midstream Corporation | Equitrans Midstream Corporation | ONEOK, Inc. | | DT Midstream, Inc. | Hess Midstream LP | Plains All American Pipeline, L.P. | | Energy Transfer LP | Kinder Morgan, Inc. | Targa Resources Corp. | | Enlink Midstream LLC | MPLX LP | The Williams Company, Inc. | | Enterprise Product Partners L.P. | NuStar Energy L.P. | Western Midstream Partners, LP |

  50. Equity Awards

    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. Please see the “Summary Compensation Table” and the “Grants of Plan-Based Awards Table” below for more information on the number and value of RSUs and PSUs awards granted to our NEOs during 2024. Consideration Allocation Shares In connection with the closing of the Transactions in February 2022, the outstanding BCP incentive units held by each of our NEOs were cancelled and exchanged for shares of 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 Consideration Allocation Shares are held in escrow and are released to the holders when the applicable vesting conditions are satisfied in order to assist with post-Transaction retention. The Class A Shares held by each of the NEOs other than Mr. Welch were subject to a three-year cliff vesting schedule and vested on February 25, 2025. Certain Class A Shares held by Mr. Welch are subject to time and performance-based vesting criteria, including the achievement of a multiple on invested capital (“MOIC”) performance threshold and continued service through a four-year vesting period. Mr Welch’s Class C Shares and Class A Shares not subject to the MOIC are subject to a four-year cliff vesting schedule and require continued service through the vesting date. 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). Mr. Welch’s Consideration Allocation Shares vest on February 25, 2026. The Consideration Allocation Shares contributed to lower salary and annual incentive targets for 2022 and 2023 for the NEOs, which the Compensation Committee aimed to align closely with market levels in 2024.

  51. Severance, Change in Control and Other Benefits Matters for NEOs

    Severance, Change in Control and Other Benefits Matters for NEOs

  52. 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).

  53. Executive Severance Plan

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  54. Executive 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” outside the “Change in Control Period” (such quoted terms as defined below), the NEO will be eligible to receive the following severance payments: a.A lump sum cash payment in an amount equal to the product of (x) an amount equal to nine weeks of (i) the NEO’s annualized base salary then in effect and (ii) their 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 by the Company or an affiliate of the Company (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 Change in Control Period, the NEO will be eligible to receive the following severance payments and benefits: a.A lump sum cash payment equal to (x) two and one-half times the (i) NEO’s annualized base salary then in effect and (ii) their target annual cash bonus for the year of termination plus (y) 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 granted pursuant to the 2019 Plan (for performance-based awards, based on the greater of target and actual performance as of the date of the Change in Control) and the extent any equity-based awards granted under the 2019 Plan contain different terms, the terms and conditions of the applicable document that provides the NEO with the most favorable treatment controls. Under the Severance Plan, upon termination of the NEO’s employment due to the NEO’s death or “Disability” (as defined below) at any time, 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, an NEO (or the executor of such NEO’s estate or the NEO’s legal guardian, as applicable) 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 an 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.

  55. Executive Severance Plan

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  56. Executive Severance Plan

    For purposes of the Severance Plan, the following terms have the following meanings: 1.“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 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. 2.“Change in Control Period” means the period beginning on the date that a Change in Control occurs and ending on the date that is 24 months following the date that such Change in Control occurs. 3.“Disability” generally means the NEOs inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months. 4.“Cause” generally means that the NEO has: (a) failed or refused to comply with a directive of the Board consistent with such NEO’s then-current position, after the Company has provided such NEO with both written notice and an opportunity to perform, (b) abused drugs or alcohol such that it has adversely impacted such NEO’s job performance, (c) been convicted of or pled nolo contendere to a felony or a crime of moral turpitude, (d) committed an act of dishonesty that adversely impacted the Company or any of its affiliates, (e) materially violated any Company policy provided to such NEO in writing, or (f) violated the terms of the Severance Plan or any restrictive covenant agreement between the NEO and the Company. 5.“Good Reason” generally means (a) a material diminution in the NEO’s title, duties, responsibilities or level of authority, (b) a material reduction in the NEO’s annualized base salary, annual cash bonus opportunity and target short-term or long term equity incentive opportunity, as applicable, or (c) a change in the principal location of the NEO’s services outside of the principal location of the NEO’s services as of the date of the effective date of the Severance Plan, in each case, without the NEO’s prior written approval. The NEO must provide the Company with written objection to an action constituting “Good Reason” within 90 days of such action and allow the Company 30 days following such notice to cure such action or obtain the NEO’s written consent to such action. The NEO’s termination of employment must occur within 180 days after the initial occurrence of the condition specified in such notice. The first prong of the “Change in Control” definition 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 to the definition contained in the Severance Plan. 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.

  57. Executive Severance Plan

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  58. 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 2024, 2023 and 2022. For each of Messrs. Welch, Wall, Stellato, and Carpenter and Ms. Psencik, the amounts specified in the table below for the fiscal year 2022 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.

  59. 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 | 2024 | 720,000 | 475,200 | 4,866,103 | 1,108,800 | 73,501 | 7,243,604 | | | 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 | 2024 | 460,000 | 223,560 | 1,136,183 | 521,640 | 17,325 | 2,358,708 | | | 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 | 2024 | 445,000 | 216,270 | 1,190,325 | 504,630 | 17,325 | 2,373,550 | | | 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 | 2024 | 432,000 | 209,952 | 1,136,183 | 489,888 | 17,325 | 2,285,348 | | | 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 | 2024 | 432,000 | 209,952 | 1,136,183 | 489,888 | 17,325 | 2,285,348 | | | 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 |

  60. Summary Compensation Table

    (1)The amounts in this column represent the qualitative component of the 2024 annual incentive awards. Each of Messrs. Welch, Wall, Stellato and Carpenter and Ms. Psencik elected to receive their 2024 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 and PSU awards made to our NEOs during the 2024 fiscal year, based on the aggregate grant date fair value determined in accordance with FASB ASC Topic 718. Such RSU and PSU awards were granted pursuant to the 2019 Plan. The grant date fair value of the PSU awards is based on the probable outcome of the performance conditions as of the date of grant, which was target. If the maximum amount, rather than the probable amount, were reported in the table with respect to the PSUs, the values associated with the PSUs would be as follows for each NEO: Mr. Welch, $7,456,325; Mr. Wall, $1,186,172; Mr. Stellato, $1,242,709; Mr. Carpenter, $1,186,172; and Ms. Psencik, $1,186,172.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, 2024 (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 2024 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 2024 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 2024 include $17,250 in non-elective contributions to each NEO’s 401(k) plan account. For Mr. Welch, amounts reported in the “All Other Compensation” column also includes $40,344 of discriminatory healthcare premiums paid on Mr. Welch’s behalf by the Company and $15,832 in tax equalization payments.

  61. Summary Compensation Table

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  62. Grants of Plan-Based Awards for the 2024 Fiscal Year

    Grants of Plan-Based Awards for the 2024 Fiscal Year The following table includes information about awards granted to our NEOs during 2024.

  63. Grants of Plan-Based Awards for the 2024 Fiscal Year

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jamie Welch | 3/07/2024 | 02/28/2024 | | | | 50,710 | 101,419 | 202,838 | | 3,728,162 | | | 03/07/2024 | 02/28/2024 | | | | | | | 32,282 | 1,137,941 | | | 02/28/2024 | 02/28/2024 | 440,000 | 880,000 | 1,760,000 | | | | | | | Matthew Wall | 3/07/2024 | 02/28/2024 | | | | 8,067 | 16,134 | 32,268 | | 593,086 | | | 03/07/2024 | 02/28/2024 | | | | | | | 15,407 | 543,097 | | | 02/28/2024 | 02/28/2024 | 207,000 | 414,000 | 828,000 | | | | | | | Steven Stellato | 3/07/2024 | 02/28/2024 | | | | 8,452 | 16,903 | 33,806 | | 621,354 | | | 03/07/2024 | 02/28/2024 | | | | | | | 16,141 | 568,970 | | | 02/28/2024 | 02/28/2024 | 200,250 | 400,500 | 801,000 | | | | | | | R. Todd Carpenter | 3/07/2024 | 02/28/2024 | | | | 8,067 | 16,134 | 32,268 | | 593,086 | | | 03/07/2024 | 02/28/2024 | | | | | | | 15,407 | 543,097 | | | 02/28/2024 | 02/28/2024 | 194,400 | 388,800 | 777,600 | | | | | | | Anne Psencik | 3/07/2024 | 02/28/2024 | | | | 8,067 | 16,134 | 32,268 | | 593,086 | | | 03/07/2024 | 02/28/2024 | | | | | | | 15,407 | 543,097 | | | 02/28/2024 | 02/28/2024 | 194,400 | 388,800 | 777,600 | | | | | |

  64. Grants of Plan-Based Awards for the 2024 Fiscal Year

    (1)Amounts in these columns represent the threshold, target, and maximum possible values for 2024 annual incentive awards for each NEO. The actual value of 2024 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)Amounts in these columns represent the threshold, target, and maximum payouts of the PSUs granted to our NEOs during the 2024 fiscal year. (3)Amounts in this column reflect the RSUs granted to our NEOs during the 2024 fiscal year. (4)The amounts set forth in this column represent the grant date fair value of RSUs and PSUs granted to our NEOs in 2024 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, 2024, for more information regarding assumptions underlying the value of the equity awards.

  65. Grants of Plan-Based Awards for the 2024 Fiscal Year

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  66. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The table below provides supplemental information relating to outstanding stock-based awards held by each NEO as of December 31, 2024. Messrs. Welch, Wall, Stellato, and 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 outstanding BCP incentive units that were cancelled effective as of the closing of the Transactions.

  67. 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) | 18,462,848 | | | | | 2,319,646(3) | 131,547,125 | | | | | | | 395,416(5) | 22,424,041 | | | 26,195(6) | 1,485,518 | | | | | 32,282(7) | 1,830,712 | | | | | | | 101,419 (8) | 5,751,471 | | | | | 5,563(9) | 315,484 | | Matthew Wall | 412,424(3) | 23,388,565 | | | | | 26,195(6) | 1,485,518 | | | | | 15,407(7) | 873,731 | | | | | | | 16,134(8) | 914,959 | | | | | 885(9) | 50,188 | | Steven Stellato | 234,134(3) | 13,277,739 | | | | | 36,324(6) | 2,059,934 | | | | | 16,141(7) | 915,356 | | | | | | | 16,903(8) | 958,569 | | | | | 927(9) | 52,580 | | R. Todd Carpenter | 179,154(3) | 10,159,823 | | | | | 36,324(6) | 2,059,934 | | | | | 15,407(7) | 873,731 | | | | | | | 16,134(8) | 914,959 | | | | | 885(9) | 50,188 | | Anne Psencik | 153,546(3) | 8,707,594 | | | | | 24,200(4) | 1,372,382 | | | | | 36,324(6) | 2,059,934 | | | | | 15,407(7) | 878,731 | | | | | | | 16,134(8) | 914,959 | | | | | 885(9) | 50,188 |

  68. 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 31, 2024 (the last trading day of 2024), which was $56.71 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 31, 2024 (the last trading day of 2024), which was $56.71 per share.

  69. Outstanding Equity Awards at Fiscal Year-End

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  70. Outstanding Equity Awards at Fiscal Year-End

    (2)Reflects the number of Class C Shares received by Mr. Welch on February 25, 2022. 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. Such shares for Mr. Welch vest in full on February 25, 2026, subject to Mr. Welch’s continued employment with the Company through such date, and such shares for Messrs. Wall, Stellato, and Carpenter and Ms. Psencik vested in full on February 25, 2025. (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 . 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, and 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. (7)Reflects the number of RSUs granted to Messrs. Welch, Wall, Stellato, and Carpenter and Ms. Psencik on March 7, 2024, under the 2019 Plan as consideration for services rendered to the Company. Such RSUs will vest in full on January 1, 2027, subject to continued employment with the Company through such date. (8)Reflects the target number of PSUs granted to Messrs. Welch, Wall, Stellato, and Carpenter and Ms. Psencik on March 7, 2024, under the 2019 Plan as consideration for services rendered to the Company. Such PSUs will vest on December 31, 2026, subject to achievement of the applicable performance conditions and continued employment with the Company through such date. (9)Reflects unvested dividend equivalents earned with respect to Messrs. Welch, Wall, Stellato, and Carpenter and Ms. Psencik’s outstanding PSU awards granted on March 7, 2024, which shall vest on December 31, 2026, subject to the vesting of the underlying PSU awards.

  71. Option Exercises and Stock Vested in the 2024 Fiscal Year

    Option Exercises and Stock Vested in the 2024 Fiscal Year The following table provides information, on an aggregate basis, about the NEOs’ equity awards that vested during the fiscal year ended December 31, 2024. None of our NEOs hold any stock option awards.

  72. Option Exercises and Stock Vested in the 2024 Fiscal Year

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Jamie Welch | 69,135 | 2,437,009 | | Matthew Wall | 9,078 | 320,000 | | Steven Stellato | 5,154 | 181,679 | | R. Todd Carpenter | 5,127 | 188,496 | | Anne Psencik | 3,912 | 137,898 |

  73. Option Exercises and Stock Vested in the 2024 Fiscal Year

    (1)For Messrs. Welch, Wall, and Stellato, this column reflects the number of Class A Shares earned by each such NEO pursuant to dividend reinvestment rights on their Class A Shares. For Mr. Carpenter, this column reflects the number of Class A Shares pursuant to the dividend reinvestment rights on his Class A Shares, and his March 7, 2024 grant of RSUs. 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.

  74. Option Exercises and Stock Vested in the 2024 Fiscal Year

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  75. 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.

  76. 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 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 and the Severance Plan, as described in further detail above in the section entitled “Compensation Discussion and Analysis - Severance and Change of Control Benefits for NEOs” and below under “2019 Plan Awards.” The table below discloses the amount of compensation and/or other benefits due to the NEOs in the event of their termination of employment, including, but not limited to, in connection with a Change of Control, assuming the termination or respective triggering event occurred on December 31, 2024.

  77. 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 or I Squared. During fiscal year 2024, our non-employee director compensation consisted of the following pursuant to the Director Compensation Policy:

  78. Director Compensation

    | Type of Compensation | Value of Compensation(1),(2) | | Annual Cash Retainer | $110,000 | | 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(3) | $140,000 |

  79. Director Compensation

    (1)In May 2024, the Compensation Committee, increased the annual cash retainer from $100,000 to $110,000 and annual equity compensation from $125,000 to $140,000 to better align the non-employee directors’ overall compensation with market practice and peers. (2)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 Mses. Putterman or Cordia. (3)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 $140,000. 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, 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. To date, all non-employee directors, with the exception of Mr. Ordemann, who was appointed to serve as a director of the Board on April 3, 2024 (and who has until November 2028 to attain compliance), are in compliance with the Company’s stock ownership requirements.

  80. Director Compensation

    | Title | Required Ownership | | Non-Employee Director | 5x annual cash retainer ($110,000) |

  81. Director Compensation

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  82. Director Compensation

    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. 2024 Director Compensation Table The following table shows the annual retainer and fees earned by our directors for fiscal year 2024. 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, 2024.

  83. Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards | Total | | | ($) | ($)(1) | ($) | | Deborah L. Byers | 142,500 | 142,799 | 285,299 | | D. Mark Leland | 107,500 | 142,799 | 250,299 | | Kevin S. McCarthy | 107,500 | 142,799 | 250,299 | | William Ordemann(2) | 81,896 | 142,799 | 224,695 | | Laura A. Sugg | 152,500 | 142,799 | 295,299 |

  84. Director Compensation

    (1)For Ms. Byers, Mr. Leland, Mr. Ordemann, 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 20, 2024, based on the per-share closing price of our Class A Common Stock on the date of grant. For 2024, Ms. Byers and Mr. Leland elected to defer settlement of their respective RSU awards until the termination of their respective service relationship with the Company. Mr. Ordemann elected to defer settlement of his respective RSU award until the earliest to occur of either (i) the termination of his service relationship with the Company, (ii) a change of control of the Company, or (iii) January 1, 2027. Ms. Sugg elected to defer settlement of her respective RSU award until the earliest to occur of either (i) the termination of her service relationship with the Company or (ii) a change of control of the Company. 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 20, 2024, 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, 2024. (2)Mr. Ordemann was appointed to the Board on April 3, 2024.

  85. Director Compensation

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  86. 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, 2024, 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, 2024, 2023, 2022, 2021 and 2020.

  87. 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) | | 2024 | 7,243,604 | N/A | 95,197,207 | N/A | 2,325,738 | 12,002,562 | 251 | 253 | 244,233 | 971,118 | | 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 |

  88. Pay Versus Performance

    (1)The PEO and the non-PEO NEOs for each year are as follows: (a)2024: PEO - Jamie Welch; non-PEO NEOs - Matthew Wall, Steven Stellato, R. Todd Carpenter, and Anne Psencik. (b)2023: PEO – Jamie Welch; non-PEO NEOs – Matthew Wall, Steven Stellato, R. Todd Carpenter, and Anne Psencik. In 2023, Jamie Welch became our sole PEO and, therefore, is included in the “First PEO” columns for 2023 and 2024. (c)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 (d)2021: PEO – Clay Bretches; non-PEO NEOs – Ben C. Rodgers and Stephen P. Noe (e)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 2024, 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 2024, 2023 and 2022.

  89. Pay Versus Performance

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  90. Pay Versus Performance

    | | 2024(a) | 2023(a) | 2022(a) | 2022(b) | 2021(b) | 2020(b) | | PEO SUMMARY COMPENSATION TABLE TOTALS | $7,243,604 | $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 | (4,866,103) | (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 | 10,942,702 | 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 | 71,487,644 | 973,001 | — | 209,535 | 562,300 | 215,056 | | Fair value as of the vesting date of equity awards granted and vested during the year | 1,721,576 | 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 | 8,667,784 | 7,994,575 | 8,510,757 | 13,607 | 88,626 | 17,983 | | Total Equity Award Related Adjustments | 92,819,706 | 10,547,989 | 109,094,731 | 575,068 | 3,377,193 | 1,641,388 | | COMPENSATION ACTUALLY PAID TOTALS | $95,197,207 | $11,951,430 | $110,279,591 | $706,646 | $4,346,136 | $2,541,074 |

  91. 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 column (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 2024, 2023, 2022, 2021 and 2020.

  92. Pay Versus Performance

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  93. Pay Versus Performance

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | NON-PEO NEOs AVERAGE SUMMARY COMPENSATION TABLE TOTALS | $2,325,738 | $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 | (1,149,718) | (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 | 2,350,969 | 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 | 6,635,337 | 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 | 861,720 | 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 | 978,515 | 828,625 | 468,971 | 45,166 | 5,900 | | Total Average Equity Award Related Adjustments | 10,826,542 | 2,447,604 | 7,160,582 | 1,174,384 | 499,367 | | AVERAGE COMPENSATION ACTUALLY PAID TOTALS | $12,002,562 | $3,318,227 | $7,750,920 | $1,696,415 | $932,545 |

  94. 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, 2024.

  95. Narrative to Pay Versus Performance Table

    Narrative to Pay Versus Performance Table As discussed in greater detail in the Compensation Discussion and Analysis above, the Compensation Committee considers many factors when making decisions concerning the compensation of our NEOs. TSR, Net Income and Adjusted EBITDA are examples of indicators of the Company’s overall financial performance, which may directly or indirectly impact the Company’s compensation decisions as well as CAP. However, as calculated under SEC rules, CAP reflects adjusted values to unvested and vested equity awards, GAAP valuation assumptions and projected performance modifiers but does not reflect actual amounts realized by our NEOs for those awards. In fiscal year 2024, the Compensation Committee also made compensation decisions to align our PEO and non-PEO NEOs’ compensation more closely with market practices. As illustrated in the Pay Versus Performance table above and discussed in more detail below, both the Company’s performance across the disclosed financial measures and our PEO’s CAP and average CAP to our non-PEO NEO’s generally improve, in each case, over the period covered by the disclosure. 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.

  96. Narrative to Pay Versus Performance Table

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  97. Narrative to 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 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. From 2023 to 2024, our TSR, the TSR of our peer group, and the CAP to our PEO and the average CAP to our non-PEO NEOs all increased. Long-term equity incentives represent a vast majority of our NEOs total target compensation and our stock price performance, measured by TSR, is the key driver of Compensation Actually Paid. We also use relative TSR metrics as a performance metric for our PSU awards. This shows how CAP to our NEOs and TSR are tightly linked. Our TSR experienced an 83% increase from 2023 to 2024, outpacing the performance of the TSR of our peer group on a year over year basis by roughly 33%. As shown in the table above, our TSR reflects relatively consistent improvement with steady growth through 2023 and a significant jump in 2024, reflecting the success of our long-term strategic decisions. While it looks as if the CAP to our NEOs 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. From 2023 to 2024, our Net Income decreased by approximately 37% whereas the CAP to our PEO and non-PEO NEOs both increased. The increase in the CAP paid to our PEO and non-PEO NEOs is in part due to the issuance of new long-term equity incentive awards granted to our NEOs that are tied to the Company’s performance, which may or may not become earned by our NEOs. These new awards were granted to align our PEO and non-PEO NEOs compensation with market levels and to enhance the tie between our NEOs’ levels of compensation and the Company’s performance. It is important to note that the increase in CAP paid to our NEOs also reflects a nearly 70% increase in the value of our common stock measured from fiscal year end 2023 to fiscal year end 2024, from $33.40 to $56.71.

  98. Narrative to Pay Versus Performance Table

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  99. Narrative to Pay Versus Performance Table

    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 years 2023 and 2024, 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. Specifically, Adjusted EBITDA increased by 15.77% from 2023 to 2024, largely as a result of our acquisition of Durango Midstream, record natural gas processed volume growth, our increased equity interest in EPIC Crude Holdings, LP, and a full-year benefit from the in-service of the Permian Highway Pipeline expansion and Delaware Link pipeline. Notably, our Adjusted EBITDA has increased every year reflected in the Pay Versus Performance table above, which reflects strong Company performance over the time period covered by the table. This strong financial performance is a testament to the strategic leadership, operational excellence and performance of our Company and, specifically, our NEOs.

  100. 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 2024 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 $145,592; and •The annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $7,243,604. •Based on this information, for 2024, 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 50 to 1.

  101. CEO Pay Ratio

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  102. CEO Pay Ratio

    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, 2024, our employee population consisted of 459 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, 2024 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 2024. •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 2024. 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 2024 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $145,592. •With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report.