Archrock Inc
For the period ended Apr 25, 2024. Filed Mar 12, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 25, 2024 · Filed Mar 12, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☑ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
Archrock, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
MESSAGE TO OUR STOCKHOLDERS
March 12, 2024
Dear Fellow Stockholder:
On behalf of the Board of Directors and our management team, we cordially invite you to attend Archrock, Inc.’s Annual Meeting of Stockholders, which will be held at 11:00 a.m. Eastern Time on Thursday, April 25, 2024 at The Wall Street Hotel – Exchange Room, New York, New York 10005.
At this meeting, you will have a chance to vote on the matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement.
During 2023, market demand for natural gas remained robust and we saw record natural gas production in the U.S. driven in large part by strong activity in oil producing basins with associated gas like the Permian. The powerful combination of expected continued growth in natural gas production and the commendable capital discipline we are seeing across the energy industry began to materialize into what we believe will be a steady and durable upcycle for our business.
For Archrock, 2023 was a year for the history books. We achieved an extensive list of impressive and in many cases record-breaking accomplishments. We are proud of our strategic, operational and financial execution in 2023, from achieving all-time high equipment utilization and pricing to increasing our dividend per share (twice) and implementing a stock-buyback program. Additionally, we exceeded our safety performance goals and continued to harness innovative technologies and processes both internally and through investments in methane mitigation as well as in a cutting-edge carbon capture technology company.
These results, highlighted in our financial statements and throughout this Proxy Statement, reflect years of effort to transform our platform and our commitment to a sustainable future. We believe the actions we’ve taken to high-grade our asset base, utilize innovative technology, refine our capital allocation and prioritize opportunities to help our customers decarbonize will benefit us for years to come and in a variety of markets.
We celebrate 70 years of operations in 2024, a testament to the resilient business we’ve built through a mindset of continuous improvement. There is always more work to be done and the opportunity to deliver the next level of value for all of our stakeholders. We continue to be focused on:
| ● | For our people, preserving our safety-centered culture and offering a best-in-class employee experience; |
| ● | For our customers, service quality, asset uptime and advancing our emissions management solutions; and |
| ● | For our investors, enhancing our profitability, growing our free cash flow and increasing our shareholder returns. |
The future for natural gas and Archrock is bright. We will remain true to our core as an energy infrastructure company, supplying the compression required to keep U.S. natural gas moving while embodying our purpose:WE POWER A CLEANER AMERICA™.
Your vote is important, regardless of how many shares your own. Whether or not you plan to attend the Annual Meeting, please vote by internet, telephone or mail as soon as possible to ensure your vote is recorded promptly. The instructions set forth in the Proxy Statement and on the proxy card explain how to vote your shares.
Thank you for your continued support of Archrock and investment in reliable, affordable and cleaner energy.
| Sincerely, | |
|---|---|
| Gordon Hall, Chairman of the Board | Brad Childers, President and Chief Executive Officer |
NOTICE OF 2024 ANNUAL STOCKHOLDERS’ MEETING
| ANNUAL MEETING DETAILS | MEETING AGENDA | ||
|---|---|---|---|
| DATE Thursday, April 25, 2024 TIME 11:00 a.m. Eastern Time LOCATION The Wall Street Hotel – Exchange Room 88 Wall Street New York, New York 10005 RECORD DATE March 1, 2024 | PROPOSAL 1: Election of nine director nominees to serve until the 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified 2: Ratification of the appointment of Deloitte & Touche LLP as Archrock’s independent registered public accounting firm for fiscal year 2024 3: Advisory, non-binding vote to approve the compensation provided to our Named Executive Officers for 2023 | BOARD’S VOTING RECOMMENDATION FOR EACH NOMINEE FOR FOR | PAGE REFERENCE 1 24 27 |
The Board recommends that you vote“FOR”each director nominee and“FOR”proposals 2 and 3. The full text of these proposals is set forth in the accompanying Proxy Statement. Stockholders of record at the close of business on March 1, 2024 are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.
For specific instructions on how to vote your shares, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail, the instructions provided in this document, or, if you requested to receive printed proxy materials, your proxy card.
| By Order of the Board of Directors, Stephanie C. Hildebrandt, Secretary March 12, 2024 | AVAILABILITY OF PROXY MATERIALS This Proxy Statement and our 2023 Annual Report to Stockholders are available at www.archrock.com. Stockholders are encouraged to access and carefully review the proxy materials before voting. We commenced mailing and made this Proxy Statement and proxy card available on the Internet on March 12, 2024. |
|---|---|
| VOTE AS SOON AS POSSIBLE Vote right away using any of the following methods. Have your proxy card or voting instructions accessible and follow the instructions. If your shares are held in the name of a broker or other nominee, follow the voting instructions you receive from your broker or other nominee. | |
CONTENTS
| 2023 in Review | i |
|---|---|
| Fiscal 2023 Highlights | i |
| Sustainability | ii |
| Corporate Governance | iii |
| Executive Compensation | iii |
| Proposal 1 — Election of Directors | 1 |
| Board Recommendation and Vote Required | 1 |
| Overview of 2024 Director Nominees | 2 |
| Board of Directors Qualifications and Attributes | 3 |
| Nominees for Director | 3 |
| Governance | 10 |
| Investor Outreach | 10 |
| Director Independence and Tenure | 10 |
| Board Structure and Oversight | 11 |
| Board Committees and Meeting Attendance | 11 |
| Risk Oversight | 12 |
| Director Qualifications, Diversity and Nominations | 15 |
| Compensation Committee Interlocks and Insider Participation | 16 |
| Management Succession Planning | 16 |
| Related Party Information | 16 |
| Director Compensation | 17 |
| Company Management Team | 20 |
| Stock Ownership | 22 |
| Ownership of Certain Beneficial Owners | 22 |
| Ownership of Management | 22 |
| Section 16(a) Beneficial Ownership Reporting Compliance | 23 |
| Proposal 2 — Ratification of the Appointment of the Independent Registered Public Accounting Firm | 24 |
| Board Recommendation and Vote Required | 24 |
| Fees Paid to the Independent Registered Public Accounting Firm | 25 |
| Pre-Approval Policy | 25 |
|---|---|
| Report of the Audit Committee | 25 |
| Proposal 3 — Advisory Vote to Approve the Compensation of the Named Executive Officers | 27 |
| Board Recommendation and Vote Required | 27 |
| Compensation Discussion and Analysis | 28 |
| Executive Summary | 29 |
| Discussion of Our Fiscal 2023 Executive Compensation Program | 33 |
| Other Compensation Policies, Practices and Guidelines | 47 |
| Report of the Compensation Committee | 50 |
| Compensation Tables | 51 |
| CEO Pay Ratio | 61 |
| Pay versus Performance | 62 |
| Additional Information | 67 |
| 2024 Annual Meeting of Stockholders | 67 |
| Stockholders Entitled to Vote | 67 |
| Voting Methods | 67 |
| Annual Meeting Quorum | 67 |
| Broker Non-Votes and Their Impact on the Annual Meeting | 67 |
| How to Change Your Vote | 67 |
| Tabulation of Votes | 67 |
| Solicitation of Votes | 68 |
| Availability of Proxy Materials | 68 |
| Householding | 68 |
| 2025 Annual Meeting of Stockholders | 68 |
| Communication with the Board | 69 |
| Company Documents | 69 |
| Company Contact Information | 69 |
INCORPORATION BY REFERENCE
To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of Archrock, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the sections of this proxy statement titled “Report of the Audit Committee” (to the extent permitted by the rules of the U.S. Securities and Exchange Commission (“SEC”)) and “Report of the Compensation Committee” shall not be deemed to be so incorporated, unless specifically stated otherwise in such filing. In addition, this proxy statement includes references to websites, website addresses, and additional materials found on those websites. For example, we reference our 2022 Sustainability Report. The content of these materials as well as any websites and other materials named, hyperlinked, or otherwise referenced in this proxy statement are not incorporated by reference into this proxy statement on Schedule 14A or in any other report or document we file with the SEC, and any references to such websites and materials are intended to be inactive textual references only.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.