APA Corp
For the period ended Apr 9, 2026. Filed Apr 9, 2026.
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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 9, 2026 · Filed Apr 9, 2026
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Contents
Pay versus Performance Table
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K (the PvP Rule), we provide the following disclosure regarding executive “compensation actually paid” (CAP), calculated in accordance with SEC rules, and certain Company performance for the fiscal years listed below.
This disclosure was prepared in accordance with the requirements of the PvP Rule and does not necessarily reflect the value actually realized by our executives, how our executives’ compensation relates to Company performance, or how the MD&C Committee evaluates compensation decisions in light of Company or individual performance. For example, the MD&C Committee does not use CAP as a basis for making compensation decisions, nor does it use net income (as reflected below) for purposes of determining our executives’ incentive compensation. Please refer to our Compensation Discussion and Analysis for a complete description of how executive compensation relates to Company performance and how the MD&C Committee makes its compensation decisions.
2026 Proxy Statement 39
The information provided under this Pay versus Performance section will not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act or the Exchange Act, except to the extent the Company specifically incorporates it by reference.
| Value of Initial Fixed $100 Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for PEO(1)($) | Compensation Actually Paid to PEO(2)(3)($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1)($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(4)($) | Total Shareholder Return($) | Peer Group Total Shareholder Return(5)($) | Net Income(6)(in millions)($) | Free Cash Flow(7)(in millions)($) |
| 2025 | 13,202,517 | 20,245,175 | 4,614,322 | 5,537,888 | 196.81 | 295.11 | 1,434 | 1,000 |
| 2024 | 11,440,709 | 6,216,553 | 4,099,763 | 1,549,100 | 176.45 | 280.73 | 804 | 841 |
| 2023 | 13,763,441 | 3,438,692 | 5,142,656 | 1,481,677 | 265.09 | 285.07 | 2,855 | 965 |
| 2022 | 13,802,119 | 37,002,785 | 5,258,220 | 12,358,523 | 336.57 | 272.74 | 3,674 | 2,458 |
| 2021 | 15,040,707 | 27,948,348 | 5,318,503 | 9,347,083 | 190.76 | 170.92 | 973 | 1,823 |
(1)
The dollar amounts reported in these columns are the amounts of total compensation reported for the PEO and the average of the amounts reported for the Company’s non-PEO NEOs as a group, respectively, for each corresponding year in the “Total” column of the Summary Compensation Table(SCT). John J. Christmann IV was the PEO for all years reported, and the Non-PEO NEOS were as follows:
| Year | Non-PEO NEOs |
| 2025 | Stephen J. Riney, Ben C. Rodgers, Tracey K. Henderson, Kimberly O. Warnica, and D. Clay Bretches |
| 2024 | Stephen J. Riney, D. Clay Bretches, Tracey K. Henderson, Mark D. Maddox, P. Anthony Lannie, and David A. Pursell |
| 2023 | Stephen J. Riney, David A. Pursell, D. Clay Bretches, and Tracey K. Henderson |
| 2022–2021 | Stephen J. Riney, P. Anthony Lannie, David A. Pursell, and D. Clay Bretches |
(2)
The dollar amounts reported in these columns represent the amount of CAP to the PEO and the non-PEO NEOs as a group, respectively, as computed in accordance with the PvP Rule. The dollar amounts do not reflect the actual amount of compensation earned by or paid to these individuals during the applicable year. In accordance with the requirements of the PvP Rule, the adjustments in the tables in the following footnotes below were made to the total compensation of the PEO and the average compensation paid to the non-PEO NEOs as a group, as reported in the SCT for the most recent year, and the addition (or subtraction, as applicable) of the amounts shown in the table for equity award adjustments, as required by the PvP Rule, to determine the CAP. Similar adjustments were made for prior years shown in the table above. No pension benefit adjustments were made, as the Company does not have any defined benefit or actuarial pension plans applicable to our U.S. employees, including our NEOs. The grant date fair value of equity awards represents the total (or average, as applicable) of the amounts reported in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
(3)
Adjustments made to the total compensation of the PEO for the most recent year were as follows:
| Calculation of CAP for PEO · 2025 | ||
|---|---|---|
| Reported SCT total ($) | 13,202,517 | |
| – | Reported value of equity awards ($) | (7,916,432) |
| + | Fair value as of the end of the covered fiscal year of equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year ($) | 10,844,889 |
| + | Change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year ($) | 630,848 |
| + | Fair value as of vesting date of equity awards granted and vested in the covered fiscal year ($) | — |
| + | Change as of the vesting date (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that vested in the covered fiscal year ($) | 2,469,489 |
| – | Fair value at the end of the prior fiscal year of equity awards granted in prior fiscal years that failed to meet applicable vesting conditions in the covered fiscal year ($) | — |
| + | Value of dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in total compensation for the covered fiscal year ($) | 1,013,864 |
| = CAP* | 20,245,175 | |
- Individual amounts above and the totals are rounded to the nearest dollar.
40 APA Corporation
(4)
Adjustments made to the average compensation of the non-PEO NEOs as a group for the most recent year were as follows:
| Calculation of Average CAP for Non-PEO NEOs as a Group · 2025 | ||
|---|---|---|
| Reported SCT total ($) | 4,614,322 | |
| – | Reported value of equity awards ($) | (2,323,564) |
| + | Fair value as of the end of the covered fiscal year of equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year ($) | 2,596,380 |
| + | Change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year ($) | 139,012 |
| + | Fair value as of vesting date of equity awards granted and vested in the covered fiscal year ($) | — |
| + | Change as of the vesting date (from the end of the prior fiscal year) in fair value of equity awards granted in prior fiscal years that vested in the covered fiscal year ($) | 498,314 |
| – | Fair value at the end of the prior fiscal year of equity awards granted in prior fiscal years that failed to meet applicable vesting conditions in the covered fiscal year ($) | (225,713) |
| + | Value of dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in total compensation for the covered fiscal year ($) | 239,137 |
| = CAP* | 5,537,888 | |
- Individual amounts above and the totals are rounded to the nearest dollar.
(5)
Represents the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Dow Jones U.S. Exploration & Production Index, which is the same published industry index the Company uses for purposes of Item 201(e)(1)(ii) of Regulation S-K.
(6)
The dollar amounts reported represent the amount of net income previously disclosed in the Company’s audited GAAP financial statements for the applicable year, as required by Regulation S-X.
(7)
Free Cash Flow for purposes of this Pay versus Performance table is calculated by taking cash flows from operations before changes in operating assets and liabilities, including Sinopec’s noncontrolling interest, and subtracts upstream capital investment and distributions to Sinopec’s noncontrolling interest. This is a different formulation of Free Cash Flow as compared to what is used in the Company’s goal metrics, as described in the Compensation Discussion and Analysis section.
The illustrations below provide a graphical description of the relationship between CAP (as calculated in accordance with the PvP Rule) and the information presented in the Pay versus Performance table.
2026 Proxy Statement 41
Financial Performance Measures
In our assessment, the most important financial performance measures used to link CAP (as calculated in accordance with the SEC rules) to our NEOs in 2025 to our performance were:
Free Cash Flow
Cash Return on Invested Capital
Development Capital Expenditures
Lifting + Workover Costs
Compensation Committee Interlocks and Insider Participation
No executive officer of the Company serves, or in the past year has served, as a member of the compensation (or similar) committee or on the board of directors of another entity, one of whose executive officers served on the Company’s MD&C Committee or as a member of the Board. During fiscal year 2025, no member of the MD&C Committee (whose names are provided in the Board Committees, Meetings, and Responsibilities section above) was an officer or employee of the Company, was formerly an officer of the Company, or had any business relationship or conducted any business with the Company other than as an independent director of the Company. The Board evaluated each member’s independence under the independence standards promulgated by Nasdaq for compensation committees and determined that each member was independent for purposes of serving on the Company’s MD&C Committee.
Certain Business Relationships and Transactions
The Board has adopted a written Code of Conduct, which was last revised in December 2024. The Code of Conduct prohibits conflicts of interest between any director, officer, or employee and the Company. The Code of Conduct requires directors, officers, and employees to inform the Company of any transaction that involves related parties and that may give rise to a conflict of interest.
Pursuant to its charter, the CRG&N Committee reviews on an ongoing basis all related-party transactions required to be disclosed pursuant to Item 404 of Regulation S-K to prevent conflicts of interest. The CRG&N Committee reviews a transaction in light of the affiliations of the director, officer, or employee and the affiliations of such person’s immediate family. Transactions are presented to the CRG&N Committee for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred.
If the CRG&N Committee finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. The CRG&N Committee will approve or ratify a transaction if it determines that the transaction is consistent with the best interests of the Company. The determination of the CRG&N Committee is documented in the committee’s minutes.
The Board reviews transactions to determine whether a transaction impairs the independence of a director, and such determination is documented in the Board’s minutes.
Kenneth M. Fisher, a member of our Board, was executive vice president and chief financial officer of ChampionX Corporation prior to its acquisition by SLB N.V. on July 16, 2025. In connection with SLB’s acquisition, Mr. Fisher ceased serving as an executive officer of ChampionX. In the ordinary course of business and on an arm’s-length basis, the Company paid ChampionX and its subsidiaries (and, following the acquisition, SLB-controlled ChampionX businesses) during fiscal year 2025 approximately $36.2 million in connection with the Company’s purchase of oilfield products and services. These transactions represented approximately 1% of ChampionX’s total revenue in fiscal year 2024, the last full year for which ChampionX publicly reported revenue.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.