Kinetik Holdings Inc.
For the period ended Mar 31, 2025. Filed May 8, 2025.
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Mar 31, 2025 · Filed May 8, 2025
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Item 5. OTHER INFORMATION
Trading Arrangements
During the three months ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934)adopted, terminated or modified a “Rule 10b5-1 trading arrangement” or non-Rule 10b5-1 trading arrangement (as each term is defined in Item 408 of Regulation S-K).
Special RSUs
On May 7, 2025, the Board of Directors (the “Board”) of the Company, upon recommendation of the Compensation Committee, approved a compensation strategy whereby certain executives of the Company (including the Company’s named executive officers) will receive a portion of their base pay for the remainder of 2025 in the form of restricted stock units that will be settled in Company common stock (the “Special RSUs”) evidenced by a Form of Special RSU Agreement.
Specifically, the CEO will receive 100% of his remaining base salary in the form of Special RSUs, EVPs will receive at least 50% of their base salaries in the form of Special RSUs, and SVPs will receive at least 40% of their base salaries in the form of Special RSUs. VPs will be eligible at their discretion to convert a percentage of their base salary and independent members of the Board will be eligible to elect to convert their remaining 2025 quarterly cash payments into Special RSUs evidenced by a Form of Special RSU Agreement for independent directors. Recipients will be eligible to earn dividend equivalent rights with respect to the Special RSUs.
The Special RSUs will cliff vest on January 1, 2026. If a recipient of Special RSUs ceases to provide service to or employment with the Company for any reason, other than in connection with a Change of Control (as defined in the Special RSU award agreement), a pro-rata portion of the recipient’s Special RSUs will vest, calculated based on (i) the number of days the recipient was providing services to the Company between May 1, 2025 and the date of the termination, divided by (ii) the total number of days between May 1, 2025 and January 1, 2026. If a recipient ceases to provide services in connection with a Change of Control, all of the Special RSUs will vest in full. In certain limited circumstances measured as of January 1, 2026, recipients may receive a true-up grant based on the approval of the Compensation Committee.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to Form of Special RSU Agreement and the Form of Special RSU Agreement for independent directors, copies of which will be filed on the Company's next Quarterly Report on Form 10-Q.
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