XML 53 R2.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Year
Summary Compensation Table Total for First PEO
($)(1)
Summary Compensation Table Total for Second PEO
($)(1)
Compensation Actually Paid to First PEO
($)(1),(2),(4)
Compensation Actually Paid to Second PEO
($)(1),(2),(4)
Average Summary Compensation Table Total for Non-PEO NEOs
($)(1)
Average Compensation Actually Paid to Non-PEO NEOs
($)(3),(4)
Value of Initial Fixed $100 Investment Based On:Net Income including Non-Controlling interests (in thousands)
($)
Adjusted EBITDA, including Non-Controlling interests (in thousands)
($)
TSR
($)(5)
Peer Group TSR
($)(5)
(a)
(b)
(b)
(c)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
20232,321,989 
N/A
12,041,430 N/A1,939,456 3,318,227 137 168 386,452 838,830 
2022343,606 1,184,860 706,646 110,279,592 773,671 7,750,920 
135
158 250,721 772,189 
20212,476,399 N/A4,346,136 
N/A
977,732 1,696,415 
118
121 99,221 283,802 
20202,334,613 N/A2,030,742 
N/A
854,678 932,545 
83
78 81,684 191,155 
     
Company Selected Measure Name Adjusted EBITDA      
Named Executive Officers, Footnote The PEO and the non-PEO NEOs for each year are as follows:
(a)2023: PEO – Jamie Welch; non-PEO NEOs – Matthew Wall, Steven Stellato, R. Todd Carpenter, and Anne Psencik.
(b)2022: PEO – Clay Bretches (First PEO) and Jamie Welch (Second PEO); non-PEO NEOs – Matthew Wall, Steven Stellato, R. Todd Carpenter, Anne Psencik, and Ben C. Rodgers
(c)2021: PEO – Clay Bretches; non-PEO NEOs – Ben C. Rodgers and Stephen P. Noe
(d)2020: PEO – Clay Bretches; non-PEO NEOs – Ben C. Rodgers and Stephen P. Noe
     
Adjustment To PEO Compensation, Footnote The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate CAP in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) for Mr. Bretches for each of 2022, 2021 and 2020 and Mr. Welch for each of 2023 and 2022. As neither Mr. Bretches nor Mr. Welch participated in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. The following table provides a tabular reconciliation between the totals presented in the Summary Compensation Table and the total CAP to Mr. Bretches for 2022, 2021, and 2020 and to Mr. Welch for 2023 and 2022.
2023(a)
2022(a)
2022(b)
2021(b)
2020(b)
PEO SUMMARY COMPENSATION TABLE TOTALS
$2,231,989 $1,184,860 $343,606 $2,476,399 $2,334,613 
Deduct the fair value reported in the Summary Compensation Table of equity awards granted during the year
(828,548)— (212,028)(1,507,456)(1,434,927)
Add (Subtract):
Fair value as of the end of the year of equity awards granted during the year that are outstanding and unvested as of the end of the year
874,913 100,583,974 333,494 2,676,599 1,368,239 
Change in fair value as of the end of the year (from the end of the prior year) of equity awards granted during any prior year that are outstanding and unvested as of the end of the year
973,001 — 209,535 562,300 215,056 
Fair value as of the vesting date of equity awards granted and vested during the year
705,500 — — — — 
Change in fair value as of the vesting date (from the end of the prior year) of equity awards granted in prior years that vested during the year
— — 18,432 49,668 40,110 
Fair value as of the end of the prior year of equity awards granted in prior years that were forfeited during the year
— — — — — 
Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation
7,994,575 8,510,757 13,607 88,626 17,983 
Total Equity Award Related Adjustments
10,547,989 109,094,732 575,068 3,377,193 1,131,056 
COMPENSATION ACTUALLY PAID TOTALS
$12,041,430 $110,279,592 $706,646 $4,346,136 $2,030,742 
(a) Represents PEO compensation for Mr. Welch.
(b) Represents PEO compensation for Mr. Bretches.
     
Non-PEO NEO Average Total Compensation Amount $ 1,939,456 $ 773,671 $ 977,732 $ 854,678
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,318,227 7,750,920 1,696,415 932,545
Adjustment to Non-PEO NEO Compensation Footnote The Company deducted from and added to the average Summary Compensation Table total compensation the following amounts to calculate the average CAP in accordance with Item 402(v) of Regulation S-K as disclosed in columns (e) for the non-PEO NEOs in each respective year. As the Company’s Non PEO NEOs did not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. The following table provides a tabular reconciliation between the average of totals presented in the Summary Compensation Table and the average total CAP to the non-PEO NEOs for 2023, 2022, 2021, and 2020.
2023
20222021
2020
NON-PEO NEOs AVERAGE SUMMARY COMPENSATION TABLE TOTALS
$1,939,456 $773,671 $977,732 $854,678 
Deduct the average fair value reported in the Summary Compensation Table of equity awards granted during the year
(1,068,833)(183,333)(455,701)(421,500)
Add (Subtract):
Average fair value as of the end of the year of equity awards granted during the year that are outstanding and unvested as of the end of the year
1,128,644 6,670,004 886,742 606,193 
Change in average fair value as of the end of the year (from the end of the prior year) of equity awards granted during any prior year that are outstanding and unvested as of the end of the year
80,277 20,267 194,623 (105,182)
Average fair value as of the vesting date of equity awards granted and vested during the year
410,058 — — — 
Change in average fair value as of the vesting date (from the end of the prior year) of equity awards granted in prior years that vested during the year
— 1,340 47,853 (7,544)
Average fair value as of the end of the prior year of equity awards granted in prior years that were forfeited during the year
— — — 
Average value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation
828,625 468,971 45,166 5,900 
Total Average Equity Award Related Adjustments
2,447,604 7,160,582 1,174,384 499,367 
AVERAGE COMPENSATION ACTUALLY PAID TOTALS
3,318,227 $7,750,920 $1,696,415 $932,545 
     
Equity Valuation Assumption Difference, Footnote There are no material differences between the assumptions used to compute the valuation of the equity awards for calculating CAP from the assumptions used to compute the valuation of such equity awards as of the grant date.      
Tabular List, Table
Most Important Performance Measures
Adjusted EBITDA
Free Cash Flow
Net Debt to EBITDA
     
Total Shareholder Return Amount $ 137 135 118 83
Peer Group Total Shareholder Return Amount 168 158 121 78
Net Income (Loss) $ 386,452,000 $ 250,721,000 $ 99,221,000 $ 81,684,000
Company Selected Measure Amount 838,830,000 772,189,000 283,802,000 191,155,000
PEO Name Jamie Welch   Clay Bretches Clay Bretches
Additional 402(v) Disclosure The values disclosed in (i) the TSR column represent the measurement period value of an investment of $100 in our Class A Common Stock and (ii) the Peer Group TSR column represent the measurement period value of an investment of $100 in our peer group. The peer group for purposes of the Pay versus Performance table is the Alerian US Midstream Energy Index, which is the same peer group we used in our Annual Report on Form 10-K for the year ended December 31, 2023.
Narrative to Pay Versus Performance Table
Since Kinetik was formed as a result of the Transactions, which closed on February 22, 2022, and our NEOs, were appointed in connection with the closing of the Transactions, we believe it is difficult to link CAP to our NEOs to our financial performance over the time period from 2020 to 2023 as presented in the Pay Versus Performance table.
Nevertheless, over the three-year period from 2020 to 2022, our TSR, the TSR of our peer group, and CAP to our PEO(s) and the average CAP to our non-PEO NEOs all increased. In 2022, CAP to our NEOs outpaced the increase in our TSR primarily due to differences in NEO composition and executive compensation practices and disclosures related to the compensation strategy at BCP, a private equity-backed company that employed and compensated our NEOs prior to the Transactions. In addition, prior to the Transactions, Altus did not directly employ or compensate any of its executive officers, and the CAP amounts for Messrs. Bretches, Rodgers and Noe, as applicable, reflect the applicable allocation percentage applied to each applicable NEO’s compensation from Apache for the years 2022, 2021 and 2020 (which allocation percentage was designed to reflect the amount of time that such NEOs devoted to the business of Altus relative to the total time that such NEOs devoted to the businesses of Apache and its affiliates as a whole for the applicable year and hence reflect the portion of compensation paid by Apache for the applicable year that was allocable to services performed by such NEOs for Altus). Further, pre-Transactions, BCP awarded the NEOs, particularly Mr. Welch, with a significant amount of equity awards as is typical for private equity-backed companies to help align the executives’ interests with BCP’s long-term goals, which equity awards were exchanged for replacement equity awards by Kinetik in connection with the Transactions. However, we believe the fact that a significant portion of the compensation for our NEOs during 2022 was comprised of equity
awards, including performance-based awards, continues to align their interests with those of Kinetik and its stockholders. For more information regarding the Transaction-related equity awards, please see “Equity Awards—Consideration Allocation Shares” above.
While it looks as if our CAP was reduced in 2023 as compared to 2022, we believe that such numbers are inaccurate representations of our compensation program due to the Transaction-related equity awards granted in 2022 and described above. Specifically, with respect to fiscal year 2023, the CAP to our PEO and non-PEO NEOs, as compared to the Summary Compensation Table totals for our PEO and non-PEO NEOs, is aligned with the increase in our TSR and the TSR of our peer group due primarily to the use of equity incentives, which are tied directly to stock price, as well as our annual incentive program, which is tied to our financial performance.
In addition, both CAP to our NEOs and our Net Income increased between 2020 and 2021. Similarly, the substantial improvement in our Net Income between 2021 and 2022 is directionally aligned with the increase in CAP over the same period. Net income again increased between 2022 and 2023. While, as noted above, it looks as if our CAP was reduced in 2023 as compared to 2022, we believe that such numbers are inaccurate representations of our compensation program due to the Transaction-related equity awards granted in 2022 and described above. Specifically, with respect to fiscal year 2023, the CAP to our PEO and non-PEO NEOs, as compared to the Summary Compensation Table totals for our PEO and non-PEO NEOs, is aligned with the increase in net income due primarily to the use of equity incentives, which are tied directly to stock price, as well as our annual incentive program, which is tied to our financial performance.
Further, both CAP to our NEOs and our adjusted EBITDA increased between 2020 and 2021. There was a disproportionate pay increase in CAP to our NEOs in relation to the increase in EBITDA between 2021 and 2022. While adjusted EBITDA is a metric in our annual incentive plan and therefore impacts executive compensation, there are several other factors that impact CAP, including the increase in our stock price as well as the impact of the Transactions on our executive compensation structure. Adjusted EBITDA again increased between 2022 and 2023. While, as noted above, it looks as if our CAP was reduced in 2023 as compared to 2022, we believe that such numbers are inaccurate representations of our compensation program due to the Transaction-related equity awards granted in 2022 and described above. Specifically, with respect to fiscal year 2023, the CAP to our PEO and non-PEO NEOs, as compared to the Summary Compensation Table totals for our PEO and non-PEO NEOs, is aligned with the increase in adjusted EBITDA due primarily to the use of equity incentives, which are tied directly to stock price, as well as our annual incentive program, which is tied to our financial performance.
     
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Measure:: 2        
Pay vs Performance Disclosure        
Name Free Cash Flow      
Measure:: 3        
Pay vs Performance Disclosure        
Name Net Debt to EBITDA      
Clay Bretches [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 2,321,989 $ 343,606 $ 2,476,399 $ 2,334,613
PEO Actually Paid Compensation Amount 12,041,430 $ 706,646 4,346,136 2,030,742
PEO Name   Clay Bretches    
Jamie Welch [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount   $ 1,184,860    
PEO Actually Paid Compensation Amount   $ 110,279,592    
PEO Name   Jamie Welch    
Mr. Welch [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount 2,231,989 $ 1,184,860    
PEO Actually Paid Compensation Amount 12,041,430 110,279,592    
Mr. Bretches [Member]        
Pay vs Performance Disclosure        
PEO Total Compensation Amount   343,606 2,476,399 2,334,613
PEO Actually Paid Compensation Amount   706,646 4,346,136 2,030,742
PEO | Mr. Welch [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 10,547,989 109,094,732    
PEO | Mr. Welch [Member] | Change in Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (828,548) 0    
PEO | Mr. Welch [Member] | Equity Awards Granted During the Year Outstanding and Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 874,913 100,583,974    
PEO | Mr. Welch [Member] | Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 973,001 0    
PEO | Mr. Welch [Member] | Equity Awards Reported Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 705,500 0    
PEO | Mr. Welch [Member] | Equity Awards Granted in Prior Years, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 0 0    
PEO | Mr. Welch [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 0 0    
PEO | Mr. Welch [Member] | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 7,994,575 8,510,757    
PEO | Mr. Bretches [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   575,068 3,377,193 1,131,056
PEO | Mr. Bretches [Member] | Change in Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount   (212,028) (1,507,456) (1,434,927)
PEO | Mr. Bretches [Member] | Equity Awards Granted During the Year Outstanding and Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards   333,494 2,676,599 1,368,239
PEO | Mr. Bretches [Member] | Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards   209,535 562,300 215,056
PEO | Mr. Bretches [Member] | Equity Awards Reported Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards   0 0 0
PEO | Mr. Bretches [Member] | Equity Awards Granted in Prior Years, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards   18,432 49,668 40,110
PEO | Mr. Bretches [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards   0 0 0
PEO | Mr. Bretches [Member] | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards   13,607 88,626 17,983
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,447,604 7,160,582 1,174,384 499,367
Non-PEO NEO | Change in Fair Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,068,833) (183,333) (455,701) (421,500)
Non-PEO NEO | Equity Awards Granted During the Year Outstanding and Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 1,128,644 6,670,004 886,742 606,193
Non-PEO NEO | Equity Awards Granted in Prior Years, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 80,277 20,267 194,623 (105,182)
Non-PEO NEO | Equity Awards Reported Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 410,058 0 0 0
Non-PEO NEO | Equity Awards Granted in Prior Years, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 0 1,340 47,853 (7,544)
Non-PEO NEO | Equity Awards that Failed to Meet Vesting Conditions [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards 0 0 0
Non-PEO NEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation Amount, Equity Awards $ 828,625 $ 468,971 $ 45,166 $ 5,900