Chansoo Joung

About Chansoo Joung

Independent director at APA since February 2011; currently Audit Committee Chair and a member of the Cybersecurity Committee. Career spans energy-focused private equity (Warburg Pincus Partner/Senior Advisor, 2005–2015) and investment banking (Goldman Sachs Head of Americas Natural Resources Group, 1987–2004), with deep expertise in energy capital markets, M&A, risk oversight, and recruiting/diversity initiatives. Holds the NACD-sponsored CERT Certificate in Cyber-Risk Oversight; currently serves on the board of South Bow Corporation. The Board has determined all non-employee directors, including Mr. Joung, are independent under Nasdaq and SEC rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; member, Cybersecurity Committee .
• Independence: Board determined each non-employee director is independent under Nasdaq and SEC rules; all standing committees fully independent .
• Financial expert: All Audit Committee members (including Joung) qualify as “financial experts” under Item 407 of Regulation S‑K; financially sophisticated and independent under Nasdaq/SEC rules .
• Attendance: In 2024, each then-current director attended at least 75% of Board and applicable committee meetings; all directors attended the prior annual meeting .
• Audit Committee activity: 8 meetings in 2024; periodic private sessions with internal and external auditors; charter last amended and restated September 12, 2023 .
• Executive sessions: Independent directors met four times in 2024 in executive session chaired by the independent non-executive chair .

Fixed Compensation

• Structure: Annual cash retainer for all non-employee directors is $100,000; additional cash retainers: Non-Executive Chair $100,000; Audit and MD&C Chairs $20,000; CRG&N and Cybersecurity Chairs $15,000; Audit Committee non-chair members $5,000; no meeting fees .
• 2024 realized cash for Mr. Joung: Fees earned or paid in cash $120,000 .

Performance Compensation

• Director equity program (non-employee directors): Annual RSU grant $200,000; Non-Executive Chair additional $100,000; RSUs vest at grant but are subject to 100% mandatory deferral into the Outside Directors’ Deferral Program; stock units accrue dividends; payout occurs upon retirement or departure .
• 2024 realized equity for Mr. Joung: Stock awards grant-date fair value $199,964 .
• Performance metrics: No performance-based metrics apply to director equity grants; equity is time-based with deferral mechanics .

Other Directorships & Interlocks

• Compensation committee interlocks: Company disclosed no interlocks or insider participation for MD&C in 2024; all MD&C members independent .
• Related-party transactions oversight: CRG&N reviews related-party transactions under Item 404; Board assesses director independence relative to transactions .
• Notable related-party transaction (board-level awareness): APA paid ~$42.5 million to ChampionX in 2024 for products/services; ChampionX’s CFO is APA director Kenneth M. Fisher; transaction approx. 0.01% of ChampionX revenue; APA expects ongoing purchases in 2025 . No link to Mr. Joung disclosed .

Expertise & Qualifications

• Energy finance and M&A expertise from Warburg Pincus and Goldman Sachs; risk identification/assessment/management credentials .
• Renewables exposure (wind, solar, biofuels, grid storage) informs environmental initiative oversight .
• Recruiting and diversity expertise; passionate about workforce/D&I initiatives .
• NACD CERT Certificate in Cyber-Risk Oversight; contributes to cybersecurity governance .

Equity Ownership

• Director stock ownership requirement: Minimum holding equal to 6x annual cash Board retainer (i.e., $600,000), met within 3 years of appointment; as of February 28, 2025, all non-employee directors except Bob, Fisher, Weaving met the requirement (Joung complies) .
• Pledging/hedging: Prohibited for non-employee directors/executive officers; company reports compliance by all covered individuals as of proxy date .

Governance Assessment

• Strengths:
  • Audit oversight: Chair of fully independent Audit Committee with all members designated financial experts; robust meeting cadence and private auditor sessions .
  • Alignment: Significant deferred stock unit holdings; mandatory deferral of director RSUs; strict stock ownership policy (6x retainer) and compliance .
  • Independence: Board-wide independence affirmation; prohibition of pledging/hedging; executive sessions led by independent chair .
  • Cybersecurity: CERT credential; member of Cybersecurity Committee overseeing cybersecurity risk and disclosure .
• Potential risk indicators (monitor):
  • Long tenure since February 2011 may warrant periodic refresh considerations, though independence affirmed annually .
  • External board service (South Bow) requires ongoing related-party screening; no conflicts disclosed .
• RED FLAGS: None disclosed specific to Mr. Joung (no related-party transactions, pledging/hedging, or attendance issues reported) .

Director Compensation (2024) – Joung Detail

Notes on structure:

• Directors can defer cash retainers; deferred cash accrues interest at company short-term marketable securities rate; optional transfer to stock equivalents annually; payouts on retirement/termination in lump sum or installments up to 10 years .
• RSUs granted quarterly based on $200,000 annual amount (and $100,000 additional for Non-Executive Chair), converted to whole units at grant-date fair value; dividends on stock units reinvested; payout upon retirement/termination .
• Annual benchmarking placed average director compensation at the 50th percentile of peer group in 2024 .

Committee Composition – Audit