APA CORP (APA)
Sector: Energy
2026 Annual Meeting Analysis
APA CORP · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
12-year director with strong E&P and global exploration expertise; APA's 3-year TSR underperforms peer median by 20.4pp, which is below the 35pp trigger threshold for low-positive TSR, so no TSR flag applies; no overboarding, attendance, or independence concerns.
CEO and 11-year director with deep operational and strategic E&P expertise; the 3-year TSR gap of -20.4pp versus the peer group median does not meet the 35pp trigger threshold required for a low-positive TSR company, so no TSR flag applies; no overboarding concerns.
7-year director and MD&C Committee Chair with extensive institutional investment and portfolio management experience highly relevant to APA's compensation and shareholder alignment goals; the 3-year TSR gap of -20.4pp does not meet the 35pp trigger threshold; no other flags.
Joined in October 2024 — less than 24 months ago — so is fully exempt from the TSR trigger under the new-director exemption; brings strong CFO and audit committee experience from ChampionX and Noble Energy; no other concerns.
4-year director with unique geopolitical, cybersecurity, and risk management experience relevant to APA's international operations including Egypt; the 3-year TSR gap of -20.4pp does not meet the 35pp trigger threshold; serves on two other public boards (General Dynamics and UL Solutions) — two boards is within the policy limit for a non-CEO director (maximum three outside boards); no flags.
15-year director with deep energy sector private equity and investment banking expertise; the 3-year TSR gap of -20.4pp does not meet the 35pp trigger threshold; serves on one outside public board (South Bow Corporation), well within limits; no attendance or independence concerns.
Non-Executive Board Chair since 2022 with a full career at BP providing deep upstream industry experience; the 3-year TSR gap of -20.4pp does not meet the 35pp trigger threshold; serves on one outside public board (CRH plc), within policy limits; no flags.
11-year director with broad financial, CFO, and oil and gas operational experience at Baker Hughes and BP; the 3-year TSR gap of -20.4pp does not meet the 35pp trigger threshold; serves on one outside public board (The Williams Companies), within policy limits; no flags.
4-year director with CEO and COO experience at Noble Energy and extensive E&P operational expertise; the 3-year TSR gap of -20.4pp does not meet the 35pp trigger threshold; no outside public board seats; no flags.
Joined in April 2024 — less than 24 months ago — so is fully exempt from the TSR trigger under the new-director exemption; brings investment banking, M&A, and CFO experience highly relevant to APA's strategic and financial oversight; serves on one outside public board (Sempra); no other concerns.
All ten director nominees receive a FOR vote. APA's 3-year total shareholder return of +14.6% is in the low-positive range (0–20%), which requires a gap of at least 35 percentage points below the peer group median to trigger a vote against; the actual gap is only -20.4pp, well short of that threshold. Two newer directors (Fisher and Weaving, both joined in 2024) are also exempt from the TSR trigger as they have been on the board fewer than 24 months. The board discloses a skills matrix, all committees are fully independent, attendance was 100% for all directors in 2025, and no director exceeds the overboarding limits.
Say on Pay
✓ FORCEO
John J. Christmann IV
Total Comp
$13,202,517
Prior Support
84%%
The CEO received total compensation of $13.2 million in 2025, which is within a reasonable range for a CEO at an integrated E&P company of APA's size and complexity; the prior Say on Pay vote received 84% support, well above the 70% threshold that would require a mandatory response assessment. The pay mix is strongly performance-oriented — 89.7% of the CEO's target pay is variable (annual incentive plus long-term equity including performance stock awards, stock options, and time-based restricted stock units), far exceeding the 50–60% minimum required by policy. The company uses rigorous long-term metrics (relative total shareholder return weighted 60% with a negative-TSR cap, and Cash Return on Invested Capital weighted 40%), maintains a meaningful clawback policy compliant with post-Dodd-Frank requirements, and the 2023-vintage performance stock awards appropriately paid out at only 120% of target reflecting that APA ranked last (23rd of 23) on relative TSR during that cycle — demonstrating that the incentive structure penalizes underperformance as intended.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing references Ernst & Young LLP as the independent auditor and the audit committee report confirms an active oversight relationship, but the fee table data (audit fees and non-audit fees) is not present in the provided filing text, so the non-audit fee ratio trigger cannot be evaluated numerically; per policy, when tenure is not disclosed or cannot be confirmed from the available text, a FOR vote is appropriate and the absence of fee detail is noted as a minor gap rather than a trigger for a No vote. EY is a Big 4 firm fully appropriate for a $13.8 billion market cap company, and no material restatements are disclosed.
Overall Assessment
APA's 2026 annual meeting ballot presents four proposals: election of ten director nominees, ratification of Ernst & Young as auditor, an advisory vote on executive compensation, and an equity plan amendment. All three evaluated proposals — director elections, auditor ratification, and Say on Pay — receive FOR votes; the TSR underperformance gap versus peers (-20.4pp) does not reach the 35pp trigger required for a low-positive TSR company, the pay program is heavily performance-based with an 84% prior shareholder approval rate, and EY is an appropriate Big 4 auditor for a company of APA's scale.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing