| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 20, 2022, Thomas Lefebvre notified the Board of Directors (the “Board”) of Kinetik Holdings Inc. (the “Company”) that he would be resigning as a member of the Board and the Corporate Governance & Nominating Committee, effective immediately. Mr. Lefebvre expressed no disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Mr. Lefebvre served on the Board as a designee of Buzzard Midstream LLC (“ISQ”) under the terms of the Amended and Restated Stockholders Agreement (the “Stockholders Agreement”), dated as of October 21, 2021, by and among APA Corporation, a Delaware corporation, Apache Midstream LLC, a Delaware limited liability company, the Company, New BCP Raptor Holdco, LLC, a Delaware limited liability company, BCP Raptor Aggregator, LP, a Delaware limited partnership, BX Permian Pipeline Aggregator LP, a Delaware limited partnership, ISQ, and for the limited purposes set forth therein, BCP Raptor Holdco, LP, a Delaware limited partnership. Pursuant to the terms of the Stockholders Agreement, ISQ has the right to designate a director to fill the vacancy created by Mr. Lefebvre’s resignation, and ISQ designated Ronald Schweizer to fill such vacancy.
On July 20, 2022, the Board appointed Deborah Byers and Ronald Schweizer to serve as members of the Board, effective immediately. Ms. Byers was also appointed to serve as a member and Chair of the Audit Committee of the Board and as a member of the Corporate Governance and Nominating Committee. The current chair of the Audit Committee, D. Mark Leland, will remain a member of the Audit Committee.
As a non-employee and non-affiliate director, Ms. Byers will receive standard cash and equity compensation for non-employee directors serving on the Board and the Board’s committee(s) in accordance with the Company’s policies, prorated for her service during the 2022 Board year. Mr. Schweizer will not receive compensation for his service on the Board.
There are no arrangements or understandings pursuant to which Ms. Byers was selected as a director. Ms. Byers has no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K. Except for the Stockholders Agreement described above, there are no arrangements or understandings pursuant to which Mr. Schweizer was selected as a director. Mr. Schweizer has no direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
Each of Ms. Byers and Mr. Schweizer will enter into the standard form indemnification agreement with the Company that the Company has entered into with each of its other directors and officers. The agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description of the indemnification agreements is a summary only and is subject to, and qualified in its entirety by reference to, the form of indemnification agreement, a copy of which is filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 28, 2022 and is incorporated herein by reference.
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