Charles W. Hooper
APAAbout Charles W. Hooper
Lieutenant General Charles W. Hooper (U.S. Army, Retired) has served as an independent director of APA since February 2022; he was 66 in the 2024 proxy and is nominated with continuing service in 2025 . He retired after a 41-year military career, culminating as Director of the Defense Security Cooperation Agency, overseeing ~20,000 personnel globally and over $50 billion in annual foreign military sales; he brings expertise in executive leadership, risk management, foreign relations, cybersecurity, and complex international operations, including service in Egypt, an APA area of significant operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Director, Defense Security Cooperation Agency | 1979–2020 | Oversight of 20,000 personnel and >$50B annual FMS; executive decision-making, risk management |
| U.S. Embassy, Cairo | Chief, Office of Military Cooperation | 2014–2017 | Egypt operations expertise; international portfolio insights |
| U.S. Army | U.S. Defense Attaché to PRC; Chief Strategist/Planner, U.S. Africa Command; Command/Staff in 25th Infantry & 82nd Airborne | Various | Strategic planning, geopolitical risk navigation |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| General Dynamics Corporation | Director | Public | Listed as other public company board |
| UL Solutions Inc. | Director | Public | Listed as other public company board in 2025 proxy |
| Two Six Technologies, Inc. | Director | Private | Advanced defense technology; board membership |
| Civilian Marksmanship Program | Board Membership | Non-profit | Listed in 2025 proxy |
| National Bureau of Asian Research | Director | Non-profit | Listed in earlier proxy profiles |
| The Cohen Group | Senior Counselor | Private | Advisory role since 2020 |
Board Governance
- Committee assignments:
- 2022: Corporate Responsibility, Governance & Nominating (CRG&N) and Management Development & Compensation (MD&C) .
- 2023: CRG&N and MD&C .
- 2024: Cybersecurity Committee Chair and MD&C; Cybersecurity held 1 meeting in 2023 .
- 2025: Cybersecurity Committee Chair and MD&C .
- Independence: The Board determined all non-employee directors are independent under Nasdaq and SEC standards; all four standing committees (Audit, CRG&N, Cybersecurity, MD&C) are fully independent .
- Attendance: In 2022 and 2023, each continuing director attended all regularly scheduled Board meetings and at least 75% of committee meetings during their service; all then-current directors attended the annual meeting .
- Executive sessions: Independent directors met in executive session four times in 2024, chaired by the non-executive chair .
| Year | Board Meetings | Audit | CRG&N | Cybersecurity | MD&C |
|---|---|---|---|---|---|
| 2022 | 7 | 8 | 6 | — | 5 |
| 2023 | 8 | 8 | 5 | 1 | 5 |
Fixed Compensation
- Structure: No meeting fees; annual cash retainer $100,000; non-executive chair additional $100,000; Audit & MD&C chair +$20,000; CRG&N and Cybersecurity chair +$15,000; Audit committee non-chair members +$5,000; retainers pro-rated for partial-year service; cash can be deferred under the Directors’ Compensation Plan .
| Element | Amount ($) |
|---|---|
| Base retainer (non-employee director) | 100,000 |
| Non-executive Chair additional | 100,000 |
| Audit & MD&C Chair additional | 20,000 |
| CRG&N & Cybersecurity Chair additional | 15,000 |
| Audit Committee non-chair member | 5,000 |
| Year | Fees Earned/Paid in Cash ($) | Notes |
|---|---|---|
| 2022 | 91,111 | Pro-rated from Feb 2022 appointment; committee member (CRG&N, MD&C) |
| 2023 | 104,524 | Reflects committee service |
| 2024 | 115,000 | Includes Cybersecurity Chair retainer ($15,000) plus $100,000 base |
Performance Compensation
- RSU Program: Annual RSU grant $200,000 for non-employee directors (additional $100,000 for non-executive chair), granted quarterly; RSUs vest at grant and are mandatorily and fully deferred into the Outside Directors’ Deferral Program as stock units accruing dividend equivalents; paid upon retirement/termination; no stock options, no non-equity incentive, no performance metrics for directors .
| Year | Stock Awards ($) | Option Awards ($) | Vesting/Deferral Terms |
|---|---|---|---|
| 2022 | 182,153 | — | RSUs vest at grant; 100% automatic deferral into stock units |
| 2023 | 199,928 | — | RSUs vest at grant; 100% automatic deferral into stock units |
| 2024 | 199,964 | — | RSUs vest at grant; 100% automatic deferral into stock units |
Other Directorships & Interlocks
| Company/Entity | Relationship to APA | Potential Interlock/Conflict Assessment |
|---|---|---|
| General Dynamics Corporation (public) | Defense contractor; no evident supplier/customer ties to APA E&P operations | No related-party transactions; independent status affirmed |
| UL Solutions Inc. (public) | Testing/compliance; no evident ties to APA E&P operations | No related-party transactions disclosed |
| Two Six Technologies (private) | Defense tech; unrelated to APA’s core E&P | No related-party transactions disclosed |
| Civilian Marksmanship Program (non-profit) | Non-profit; no APA ties | No conflicts indicated |
| NBR (non-profit) | Research; no APA ties | No conflicts indicated |
Related-Party Transactions: Upon appointment (Feb 2022), APA disclosed Hooper had no direct or indirect material interest in transactions reportable under Item 404(a), and no arrangements or understandings regarding his selection . The CRG&N Committee reviews related-party transactions as part of governance oversight .
Expertise & Qualifications
- Executive leadership and oversight of large-scale international operations; risk management; cybersecurity; foreign military sales and government relations (25th Infantry, 82nd Airborne; DSCA Director; Egypt; PRC attaché; AFRICOM strategist) .
- Current thought-leadership affiliations: Council on Foreign Relations; nonresident scholar at Atlantic Council; Harvard Belfer Center; NACD CERT in Cyber-Risk Oversight .
- Senior counselor at The Cohen Group; adds policy and strategic advisory perspective .
Equity Ownership
- Director Stock Ownership Requirement: 6x annual Board cash retainer ($600,000 value based on acquisition date) to be met within three years of appointment; as of Feb 29, 2024, Hooper had not yet met the threshold and had until Feb 2025 to comply .
| As-of Date | Deferred Stock Units | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|
| Feb 28, 2023 | 4,804 | 4,804 | * |
| Feb 29, 2024 | 10,501 | 10,501 | * |
| Feb 28, 2025 | 18,460 | 18,460 | * |
- Pledging/Hedging: APA prohibits pledging and hedging for non-employee directors; APA reports compliance by all non-employee directors and executive officers .
Say-on-Pay & Shareholder Feedback (signal on compensation governance)
- 2024 advisory vote on executive compensation: For 158,366,379; Against 69,581,737; Abstain 527,615; Broker non-votes 31,866,362 .
- 2025 advisory vote on executive compensation: For 236,063,201; Against 45,671,250; Abstain 1,106,125; Broker non-votes 32,678,851 .
- Director election support: Hooper received For 223,204,070 in 2024 and 278,162,166 in 2025; both majorities of votes cast excluding abstentions/broker non-votes .
Governance Assessment
- Strengths:
- Independence and active committee leadership: Cybersecurity Chair and MD&C member; all committees are fully independent; governance processes include related-party review and executive sessions .
- Relevant expertise: Cyber-risk oversight certification and extensive international risk management experience align with APA’s global operations, especially Egypt .
- Engagement: Board reports high attendance; consistent election support; improving say-on-pay results suggest positive investor sentiment on compensation governance .
- Compensation alignment:
- Director pay uses fixed cash retainers plus RSUs with mandatory deferral into stock units, creating long-term alignment; no options or performance-based incentives that could misalign director oversight incentives .
- RED FLAGS / Watch items:
- Ownership guideline shortfall as of Feb 2024 (deadline Feb 2025); monitor compliance status post-deadline .
- Multiple external boards in defense and compliance sectors are not related-party risks per APA, but require ongoing monitoring for potential time-commitment or perceived conflicts; CRG&N oversight mitigates risk .
Overall, Hooper’s cybersecurity chair role, government-to-industry risk expertise, and independence support board effectiveness, with a temporary ownership guideline shortfall noted in 2024 and improving shareholder support for compensation governance into 2025 .