Ben C. Rodgers
APAAbout Ben C. Rodgers
Ben C. Rodgers is executive vice president and chief financial officer of APA, effective May 12, 2025; he is 45 and previously served as SVP, Finance & Treasurer (since April 2024), SVP, Treasurer, Midstream & Marketing (Jan 2020–Apr 2024), and VP & Treasurer (May 2018–Jan 2020). He earlier served as CFO & Treasurer and a director of Altus Midstream (Nov 2018–Feb 2022) and continued as a director of Kinetik Holdings until April 2024; prior experience includes senior roles at EIG Global Energy Partners (2016–2018), Concho Resources (2012–2016), and earlier work at J.P. Morgan and EY . As context for pay-for-performance alignment during the most recent fiscal year before his CFO start, APA reported 2024 TSR of 99.33 (vs. peer group 186.27), net income of $804 million, and free cash flow of $841 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| APA Corporation | EVP & CFO (effective) | May 2025–present | Oversees Accounting, Audit, IR, Planning, Tax, Treasury . |
| APA Corporation | SVP, Finance & Treasurer | Apr 2024–May 2025 | Corporate finance and treasury leadership . |
| APA Corporation | SVP, Treasurer, Midstream & Marketing | Jan 2020–Apr 2024 | Treasury plus midstream/marketing oversight . |
| APA Corporation | VP & Treasurer | May 2018–Jan 2020 | Corporate treasury leadership . |
| Altus Midstream | CFO & Treasurer; Director | Nov 2018–Feb 2022 | Public company CFO; board service through Altus/Prospective Kinetik combination . |
| Kinetik Holdings Inc. | Director | Feb 2022–Apr 2024 | Board service post-Altus transaction . |
| EIG Global Energy Partners | Senior Vice President | 2016–2018 | Energy investing leadership . |
| Concho Resources | VP, Commodities & Midstream; VP & Treasurer | 2012–2016 | Finance/treasury and midstream/commercial leadership . |
| J.P. Morgan Securities | Investment Banking (earlier career) | — | Advisory experience . |
| EY | Advisory Services (earlier career) | — | Advisory experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Khalda Petroleum Company (JV) | Director | Current | APA’s JV in Egypt; Rodgers serves on board . |
| Kinetik Holdings Inc. | Director | Feb 2022–Apr 2024 | Continued as director following Altus role . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $625,000, effective as of CFO start date (May 12, 2025) . |
| Target Annual Incentive | 100% of base salary, effective as of May 12, 2025 . |
| Target Long-Term Incentive | 350% of base salary, effective January 1, 2026 . |
Performance Compensation
Annual Incentive Plan (AIP) Design (Company-wide framework)
- Structure and calibration: Metrics tied to annual financial/operational goals, with a mix of quantitative goals (weighted 80%) and qualitative goals (20%); payouts can range from 0–200% of target .
- Governance: No executive employment contracts; robust shareholder engagement influences design; emphasis on cash generation, capital efficiency, and relative performance .
Long-Term Incentive (LTI) Design (Company-wide framework)
| Metric | Weight | Payout Mechanics | Vesting |
|---|---|---|---|
| Cash Return on Invested Capital (CROIC) | 40% | Three-year performance vs pre-set target (price-of-oil adjusted) . | Performance awards vest 50% at end of year 3 and 50% at end of year 4 . |
| Relative TSR | 40% | Three-year ranking vs peer group/index; payout scale from 15% to 200%; capped at 100% if absolute TSR is negative . | Same as above . |
| Sustainability (CO2e reduction) | 20% | Quantified projects over three years; externally verified . | Same as above . |
| RSUs (time-based) | 40% of LTI mix | Time-based, not performance-contingent . | RSUs vest ratably over three years . |
Notes:
- LTI mix: 60% performance-based awards, 40% RSUs; annual grant timing early January .
- No stock options were granted to NEOs in the last completed fiscal year .
Equity Ownership & Alignment
- Stock ownership guidelines: Executive officers must own shares equal to a specified multiple of base salary (company policy); officers also must hold a minimum 15% (after-tax) of shares acquired upon RSU vesting/performance realization .
- Pledging/hedging: Executives are prohibited from pledging APA securities or entering hedges/derivatives that limit ownership risk; management states compliance with these policies .
- Insider trading: Standard quarterly and special blackout periods; transactions under compliant Rule 10b5-1 plans may be permitted per policy .
- Beneficial ownership: Rodgers was appointed CFO effective May 2025 and is not in the Feb 28, 2025 NEO/director ownership table; no Rodgers-specific beneficial ownership totals were disclosed in the 2025 proxy .
Employment Terms
- Employment agreements: APA states it does not utilize executive officer employment contracts (indicative of at-will arrangements) .
- Executive Termination Policy (ETP) – without cause: For non-CEO NEOs (e.g., CFO) generally 1.75× base salary cash severance, prorated target bonus, 12 months COBRA subsidy, prorated vesting for RSUs/options and time-based proration for performance awards (paid at end of the performance period if earned); release required; not available if ICP applies .
- Income Continuance Plan (ICP) – change in control (double-trigger): For executive officers, a lump sum equal to 12× “monthly compensation,” plus 24 months of monthly compensation, prorated bonus, two years of retirement plan contributions, two years of continued medical/dental/vision/EAP at active rates with after-tax gross-up for amounts paid on an after-tax basis, and continued life insurance; full accelerated vesting of all equity at target for incomplete performance cycles upon qualifying termination in connection with/within two years following a CIC .
- Clawback: Dodd-Frank compliant clawback effective for compensation received on/after Oct 2, 2023 for accounting restatements; recovery may include cash and equity awards and be effected via repayment or setoff .
- Related-party/independence: 8-K confirms no family relationships or related person transactions tied to Rodgers’ appointment .
Performance & Track Record
- Tenure context: Rodgers’ CFO tenure begins May 12, 2025; prior contributions at APA included leading Finance/Treasury and midstream/marketing, and previously serving as CFO of Altus Midstream through its transaction leading to Kinetik .
- Company results backdrop: 2024 TSR 99.33 (peer group 186.27), net income $804 million, free cash flow $841 million, informing the pay-performance environment preceding his CFO start .
Compensation Structure Diagnostics
- Year-over-year mix and rigor: APA emphasizes at-risk pay, increases performance award duration (50% vest year 3 and 50% year 4), caps TSR when absolute returns are negative, and requires above-median relative TSR for target payout—signals alignment discipline .
- Metric design: 80%/20% AIP split plus CROIC/TSR/sustainability LTI mix aligns incentives to cash generation, capital efficiency, relative returns, and emissions reductions .
- Governance protections: Double-trigger CIC, clawback policy, anti-pledging/hedging, and stock ownership/holding requirements support long-term alignment and reduce risk of short-termism .
Risk Indicators & Red Flags
- Positive: No pledging/hedging; explicit clawback; double-trigger CIC; no executive employment contracts (limits single-trigger entitlements) .
- Watch items: ICP includes after-tax gross-up for certain continued benefits (limited to amounts paid on an after-tax basis), which some investors view unfavorably; however, broader tax gross-ups are generally not paid per policy .
- Data gaps: Rodgers-specific Form 4 selling/buying history and 10b5-1 plans not disclosed in the proxy and require Form 4 review to assess near-term selling pressure (not present in the cited documents).
Investment Implications
- Alignment and retention: A 100% target bonus and 350% LTI (effective 2026), with heavy CROIC/TSR weighting and extended vesting, create strong multi-year alignment and retention hooks for the newly appointed CFO .
- Change-in-control economics: Double-trigger CIC with equity acceleration and substantial income continuance could be material for executives; investors should model potential dilution/expense effects in strategic scenarios .
- Trading signals: Pledging/hedging prohibitions and required post-vest holding support lower forced-selling risk; actual insider trading dynamics depend on Rodgers’ forthcoming Form 4s and any 10b5-1 plans (not included in proxy) .
- Execution risk: CFO transition coincides with APA’s focus on cash returns and portfolio execution; Rodgers’ treasury/midstream background and prior public CFO experience may aid capital allocation and balance sheet discipline, but near-term outcome evidence will emerge post-appointment .