KINETIK HOLDINGS INC CLASS A (KNTK)

Sector: Energy

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2026 Annual Meeting Analysis

KINETIK HOLDINGS INC CLASS A · Meeting: May 19, 2026

Policy v1.2medium confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

10

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of 10 Directors Named in the Proxy Statement

10 FOR
✓ FOR
Deborah L. Byers

Director since 2022; the 3-year TSR underperformance trigger does not apply because KNTK's 3-year return of +80.9% is strongly positive and the gap versus the peer group median (-20.0pp) falls well short of the 65pp threshold required to trigger a vote against; no overboarding, attendance, or independence concerns identified.

✓ FOR
David I. Foley

Director since 2022; the TSR trigger does not apply given the +80.9% absolute 3-year return and only -20.0pp peer gap versus the 65pp threshold; holds no other public company board seats; no independence, attendance, or other policy concerns noted.

✓ FOR
Michael Kumar

Appointed February 2024, so his tenure is approximately 26 months, just over the 24-month new-director exemption window; the TSR trigger does not apply regardless because the peer group underperformance gap (-20.0pp) is far below the 65pp threshold; no overboarding or attendance issues.

✓ FOR
D. Mark Leland

Director since 2017; the TSR trigger does not apply because the -20.0pp peer underperformance gap is well below the 65pp threshold for a company with strongly positive absolute 3-year TSR; serves on four public company boards (KNTK, Rice Acquisition Corp III, Rayonier Inc., and PotlatchDeltic/Rayonier merged), but the Company's own governance guidelines cap at three outside boards and the proxy lists only three current outside directorships post-merger, so overboarding is not confirmed; no independence or attendance concerns.

✓ FOR
Kevin S. McCarthy

Director since 2017; the TSR trigger does not apply given only -20.0pp peer gap versus the 65pp threshold; no overboarding (current outside directorships are Plains All American and Chord Energy, totaling two outside seats); no attendance or independence concerns noted.

✓ FOR
John-Paul (JP) Munfa

Director since February 2022; the TSR trigger does not apply because the peer group underperformance gap (-20.0pp) is well below the 65pp threshold; holds no public company board seats outside of KNTK; no attendance or independence concerns.

✓ FOR
William Ordemann

Appointed April 2024, within the 24-month new-director exemption window (approximately 25 months as of the filing date), making him effectively exempt from the TSR trigger; strong operational midstream background; no overboarding, attendance, or independence concerns.

✓ FOR
Karen Putterman

Appointed January 2025, well within the 24-month new-director exemption; exempt from the TSR trigger by policy; no overboarding, attendance, or independence concerns.

✓ FOR
Laura A. Sugg

Director since February 2022 and Lead Director; the TSR trigger does not apply because the peer group underperformance gap (-20.0pp) is well below the 65pp threshold; current outside directorships are Public Service Enterprise Group and Murphy Oil (two seats), within policy limits; no attendance or independence concerns.

✓ FOR
Jamie Welch

CEO and director since February 2022; as an executive director he is subject to the same TSR trigger as independent directors, but the trigger does not apply because the peer group underperformance gap (-20.0pp) falls well below the 65pp threshold for a company with strongly positive absolute 3-year TSR of +80.9%; no overboarding concerns (no outside public directorships listed).

All 10 director nominees receive a FOR vote. KNTK's 3-year stock return of +80.9% is strongly positive, and the company's underperformance versus the peer group median of -20.0 percentage points falls well below the 65 percentage point threshold required to trigger votes against directors under our policy for companies with strong positive returns. No director shows overboarding, poor attendance, independence, or familial-relationship concerns. Two recently appointed directors (Ordemann and Putterman) are effectively within or near the 24-month new-director exemption window and are in any case unaffected by the TSR calculation.

Say on Pay

✓ FOR

CEO

Jamie Welch

Total Comp

$6,156,243

Prior Support

99.8%%

CEO Jamie Welch received total reported compensation of approximately $6.2 million for 2025, which is reasonable for a CEO of a $2.9 billion midstream energy company and does not appear to exceed the +20% above-benchmark threshold that would trigger a vote against. The pay structure is heavily weighted toward variable, performance-linked compensation — approximately 89% of the CEO's pay is at risk (75% of long-term equity awards are performance-based stock awards tied to multi-year total shareholder return targets, plus a short-term cash bonus), satisfying the policy's pay-mix requirement that at least 50-60% be variable. Although the company's financial metrics (earnings and free cash flow) came in below target in 2025 and the annual bonus paid out at only 65% of target, this is exactly how a well-designed pay-for-performance program should work — executives received less when the company underperformed its financial plan — and the prior-year say-on-pay vote received 99.8% support, reflecting broad shareholder agreement with the program's design.

Auditor Ratification

✓ FOR

Auditor

KPMG LLP

Tenure

N/A

Audit Fees

N/A

Non-Audit Fees

N/A

tenure not disclosed

The proxy filing does not disclose KPMG's tenure or a fee table with specific dollar amounts for audit versus non-audit fees, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed; per policy, when tenure is not disclosed we vote FOR and note the absence as a minor negative factor. KPMG is a Big 4 firm fully appropriate for a $2.9 billion public company, and no material financial restatements attributable to audit failure are disclosed.

Overall Assessment

The 2026 Kinetik Holdings annual meeting presents three standard proposals: election of 10 directors, ratification of KPMG as auditor, and a say-on-pay vote on 2025 executive compensation. All proposals receive a FOR vote — the board slate is clean with no TSR, overboarding, or independence concerns; the auditor is appropriate for the company's size though tenure is undisclosed; and the compensation program is heavily performance-linked with a below-target payout in 2025 that reflects genuine pay-for-performance alignment.

Filing date: April 8, 2026·Policy v1.2·medium confidence

Compensation Peer Group

13 companies disclosed in 2026 proxy filing

AMAntero Midstream Corporation
DKDelek US Holdings, Inc.
DTMDT Midstream, Inc.
ENLCEnLink Midstream, LLC
ETRNEquitrans Midstream Corporation
GELGenesis Energy, L.P.
GLPGlobal Partners LP
HFCHolly Frontier
NFGNational Fuel Gas Company
NSNuStar Energy L.P.
PAAPlains All American Pipeline, L.P.
SUNSunoco LP
WESWestern Midstream Partners, LP