Anya Weaving
APAAbout Anya Weaving
Independent director of APA since April 2024, serving on the Audit and Corporate Responsibility, Governance & Nominating (CRG&N) Committees. Career anchored in investment banking advising large-cap energy companies on strategy, M&A, and capital markets, plus prior public-company CFO experience; holds NACD-sponsored CERT Certificate in Cyber-Risk Oversight. APA’s Board classifies all non-employee directors (including Weaving) as independent; each then-current director attended at least 75% of Board and applicable committee meetings in 2024, and all attended the annual shareholder meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Merrill Lynch | Vice Chair, Global Natural Resources (IB); Managing Director, Global Natural Resources (IB) | 2017–2022 | Advised large-cap energy companies on strategic transactions, M&A and capital markets; brings capital allocation and deal execution expertise to APA. |
| Pharos Energy plc (formerly SOCO International plc) | Chief Financial Officer | 2014–2015 | Enhances Board’s financial acumen and audit oversight perspective. |
| Bank of America Merrill Lynch | Head of European Oil & Gas M&A; Managing Director, M&A | 2005–2014 | Deep M&A and capital markets experience relevant to APA’s portfolio strategy. |
| UBS | Associate Director, European Leisure; Equity Analyst | 2002–2005 | Analytical foundation for risk oversight and strategic evaluation. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sempra | Director (public company) | Not disclosed | Current public board interlock; no APA-related party transactions disclosed for Weaving. |
| Musical Arts Association (Cleveland Orchestra) | Board Trustee (non-profit) | Not disclosed | Community and governance engagement. |
Board Governance
- Committees: Audit; CRG&N. Not a chair. Audit Committee members qualify as “financial experts” and are independent under SEC/Nasdaq rules.
- Meeting cadence: 2024 meetings were Board (9), Audit (8), CRG&N (5); independent directors met in executive session four times. Each then-current director attended ≥75% of Board and applicable committee meetings; all attended last year’s annual meeting.
- Board leadership: Independent Non-Executive Chair (H. Lamar McKay); separate Chair/CEO roles with defined responsibilities.
- Independence: Board determined all non-employee directors are independent (including Weaving).
- Overboarding limits: Non-CEO directors capped at three other public boards; Weaving’s service at Sempra is within limits.
Fixed Compensation
- APA non-employee director cash retainer structure (2024):
- Annual Board retainer: $100,000; Additional retainers—Non-Executive Chair $100,000; Audit & MD&C Committee Chairs $20,000; CRG&N & Cybersecurity Committee Chairs $15,000; Audit Committee non-chair members $5,000. No meeting fees; partial-year service prorated.
- Weaving’s 2024 director compensation (prorated, joined April 2024):
Item Amount ($) Cash fees 78,242 Stock awards (RSUs) 149,975 Total 228,217
Performance Compensation
- APA director equity program (RSUs):
Feature Details Annual RSU grant (all non-employee directors) $200,000; Non-Executive Chair additional $100,000. Vesting & deferral RSUs vest at grant but are 100% mandatorily deferred into stock units until director leaves Board; dividends accrue as additional units. Deferral program Stock units paid in shares at retirement/termination; cash retainers may be deferred with interest and optionally converted to stock annually. - No performance-based metrics (e.g., TSR, CROIC) apply to director compensation; directors do not receive options or meeting fees.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Considerations |
|---|---|---|---|
| Sempra | Utilities (regulated energy infrastructure) | Director | Distinct sector from APA’s E&P operations; APA’s proxy discloses related-party transactions with ChampionX (another director) but none naming Weaving. |
Expertise & Qualifications
- Strategic/M&A and capital markets expertise in oil & gas; prior CFO experience bolsters audit rigor and transaction oversight.
- International perspective across Europe and global energy markets—supports APA’s multi-country footprint (U.S., Egypt, UK, Suriname).
- Cyber-risk oversight training (NACD CERT), aligning with Board’s focus on cybersecurity governance.
Equity Ownership
| Holder | Options | Deferred Stock Units | Retirement Plans | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Anya Weaving | — | 6,028 | — | 6,028 | <1%* |
- Director stock ownership guideline: 6× annual cash retainer ($600,000) to be met within three years; as of Feb 28, 2025, Weaving had not yet met the threshold and has until April 2027 to comply.
- Pledging/hedging: Prohibited for non-employee directors; policy compliance affirmed.
Governance Assessment
- Alignment: Equity-heavy director pay via mandatory RSU deferral promotes long-horizon alignment; Weaving’s 2024 mix (~35% cash/~65% equity) reflects APA’s structure.
- Committee fit: Audit and CRG&N assignments leverage her finance/M&A and governance background; Audit “financial expert” designation strengthens oversight of reporting and controls.
- Independence & engagement: Independent status, executive sessions, and ≥75% attendance indicate baseline engagement; Sempra board service remains within overboarding limits.
- Ownership guideline status: Not yet at 6× retainer threshold but within the three-year compliance window—monitor for progress; no pledging/hedging.
- Conflicts/related parties: Proxy flags ChampionX transactions linked to another director; no related-party transactions disclosed involving Weaving—low direct conflict risk currently.
- Contextual signal: APA’s most recent Say-on-Pay support was ~70%, indicating investor scrutiny of compensation governance broadly—continued robust MD&C and CRG&N oversight remains important.
RED FLAGS to monitor:
- Ownership guideline compliance timeline—ensure steady accumulation toward April 2027 target.
- Any future interlocks or transactions with Sempra or former banking affiliations—CRG&N reviews related-party exposure; no Weaving-specific items disclosed for 2024.