Annell R. Bay
APAAbout Annell R. Bay
Independent non-employee director at APA; director since May 2014. Age 68 as disclosed in the 2024 proxy. Chair of the Corporate Responsibility, Governance & Nominating (CRG&N) Committee and member of the Management Development & Compensation (MD&C) Committee. Background includes senior exploration leadership at Marathon Oil (SVP/VP, 2008–2014), Shell (VP, Americas Exploration, 2004–2008), and Kerr‑McGee/Oryx (VP roles, 1988–2004); advisory/academic roles and an NACD-sponsored CERT certificate in Cyber-Risk Oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Oil Corporation | Vice President, Global Exploration; Senior Vice President, Exploration | 2008–2014 | Senior technical leadership across global exploration programs |
| Shell Exploration & Production Company | Vice President, Americas Exploration | 2004–2008 | Oversight of E&P exploration activities in the Americas |
| Kerr‑McGee Oil & Gas (Oryx Energy prior to merger) | Vice President, Worldwide Exploration; Vice President, North America Exploration | 1988–2004 | Global and North America exploration leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jackson School of Geosciences, UT Austin | Advisory Board Member | Not disclosed | Academic/industry linkage |
| Trinity University | Trustee | Not disclosed | Academic governance role |
| NACD/Carnegie Mellon SEI | CERT in Cyber-Risk Oversight | Not disclosed | Director education/cyber oversight credential |
| Verisk Analytics, Inc. | Former Board Member | Not disclosed | Prior public company directorship |
| Hunting PLC | Former Board Member | Not disclosed | Prior public company directorship (current board status at APA now shows none) |
Board Governance
- Committee assignments: CRG&N (Chair); MD&C (Member).
- Independence: Board determined all non-employee directors (including Bay) are independent under Nasdaq and SEC standards.
- Attendance and engagement: In 2024, each then-current director attended at least 75% of Board and applicable committee meetings; all directors attended last year’s annual meeting.
- Executive sessions: Independent directors met in executive session four times in 2024, chaired by the independent non-executive chair.
- Committee meeting cadence (2024): Board (9), Audit (8), CRG&N (5), Cybersecurity (4), MD&C (6).
- Committee responsibilities:
- CRG&N: director slate and search, corporate governance principles, related-party transaction review, Board evaluations, sustainability oversight.
- MD&C: succession planning, compensation program oversight, equity/retirement plans, talent development/retention.
- Audit: financial reporting integrity, internal control oversight, auditor selection/independence, risk oversight; all members independent.
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Board annual cash retainer | 100,000 | Non-employee director cash retainer |
| CRG&N Committee Chair retainer | 15,000 | Additional chair retainer (CRG&N/Cybersecurity chairs: $15,000) |
| Audit Committee member retainer | — | Not applicable; Bay not an Audit member |
| Meeting fees | — | APA does not pay per-meeting fees |
| Total cash fees earned (Bay) | 115,000 | Director compensation table (Bay) |
- Director compensation benchmarking: APA’s average director compensation at the 50th percentile of the 2024 compensation peer group in the annual review.
Performance Compensation
| Equity Component (2024) | Amount ($) | Structure/Terms |
|---|---|---|
| Annual RSUs (grant-date fair value, Bay) | 199,964 | Quarterly RSU grants totaling $200,000 annually for non-employee directors; vests on grant with 100% mandatory deferral into the Outside Directors’ Deferral Program until separation from the Board |
| Options | — | No option awards for directors in 2024 |
| Performance-linked metrics for director pay | None disclosed | Director equity is time-based and mandatorily deferred; no non-equity incentives for directors |
- RSU Program mechanics: Each quarter’s RSU count equals one-fourth of annual RSU value divided by fair market value on grant date; stock units accrue dividend equivalents and are paid out in shares upon retirement/termination.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (as of 2025 proxy) |
| Prior public company boards | Verisk Analytics, Inc.; Hunting PLC |
| Potential interlocks/conflicts | None indicated via current external public boards; CRG&N Committee oversees related-party transaction reviews |
Expertise & Qualifications
- Deep global E&P leadership experience across Marathon, Shell, Kerr‑McGee/Oryx; provides oversight for strategic exploration and operations.
- Academic/industry connectivity via UT Austin Jackson School advisory role and Trinity University trusteeship.
- Cyber oversight credential (NACD-sponsored CERT certificate), enhancing board-level risk and cybersecurity governance.
- Prior cross-border governance exposure (former boards in two different regulatory regimes), supporting governance best practice adoption.
Equity Ownership
| Ownership (as of Feb 28, 2025) | Options | Deferred Stock Units | Retirement Plans | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Annell R. Bay | — | 86,860 | — | 86,860 | * (<1%) |
- Director stock ownership requirements: Minimum of 6x annual Board cash retainer ($600,000) in shares and/or share equivalents; non-employee directors must meet within three years of appointment and maintain thereafter. As of Feb 28, 2025, all non-employee directors except Bob, Fisher, and Weaving met the threshold—Bay meets the requirement.
Governance Assessment
- Alignment: Mandatory deferral of director RSUs into stock units and a 6x retainer ownership guideline create tangible long-term alignment; Bay’s 86,860 stock units and compliance with ownership policy support investor confidence.
- Independence and oversight: Independent status, CRG&N chair role (governance, sustainability, and related-party review), and MD&C membership indicate strong influence on governance quality and human capital/compensation oversight.
- Engagement: Attendance thresholds met and participation in executive sessions underscore active oversight; committee cadence suggests robust process discipline.
- Risk controls: Company prohibits pledging/hedging for directors; all directors currently comply, mitigating alignment/financing risk.
- Compensation structure: Cash ($115,000) plus time-based RSUs ($199,964 grant-date fair value), no options or meeting fees, and benchmarking at ~50th percentile reduce excessive pay risk; MD&C Committee affirms oversight through its report.
- RED FLAGS: None disclosed specific to Bay—no pledging, no related-party transactions flagged in proxy, and no current external public boards that could create interlocks; continued monitoring of CRG&N’s related-party review and director equity deferral practices recommended.