David L. Stover
APAAbout David L. Stover
Independent director of APA; director since February 2022. Former Board Chair and Chief Executive Officer of Noble Energy with decades of upstream leadership across onshore Permian and large offshore developments (Eastern Mediterranean, West Africa, Gulf of Mexico). Serves on APA’s Cybersecurity Committee and Management Development & Compensation (MD&C) Committee; not a committee chair. Holds the NACD-sponsored CERT Certificate in Cyber-Risk Oversight. Independence affirmed by the Board under Nasdaq and SEC standards.
Past Roles
| Organization | Role | Tenure | Highlights/Impact |
|---|---|---|---|
| Noble Energy, Inc. | Board Chair and Chief Executive Officer; President and Chief Operating Officer; executive roles in business development and operations | 2002–2020 | Led major onshore and offshore programs; experience with significant exploration success and offshore operations in Eastern Med, West Africa, Gulf of Mexico; extensive Permian experience |
| BP p.l.c. (BP America) | Vice President & Business Unit Leader, Gulf of Mexico Shelf | 2000–2002 | Offshore operating leadership in GOM |
| Vastar Resources, Inc. | Various onshore/offshore management positions | 1994–2000 | Broad operating and management roles |
| ARCO Oil & Gas Company | Engineering, operations, and management positions | 1979–1994 | Early career in engineering/operations |
External Roles
| Type | Role/Company | Notes |
|---|---|---|
| Current public company boards | None | “Other Public Company Boards: – None” on APA nominee profile |
| Professional certification | NACD-sponsored CERT Certificate in Cyber-Risk Oversight | Governance/cyber risk credential |
Board Governance
- Independence: Board determined all non-employee directors (including Stover) are independent under Nasdaq and SEC rules.
- Committee assignments (2024): Cybersecurity (member); MD&C (member). Chairs are Lt. Gen. Hooper (Cybersecurity) and Juliet Ellis (MD&C); Stover is not a chair.
- Committee meeting cadence (2024): Cybersecurity 4 meetings; MD&C 6 meetings; Board held 9 meetings.
- Attendance and engagement: Each director attended at least 75% of Board and applicable committee meetings; all then-current directors attended last year’s annual meeting. Independent directors met in executive session four times in 2024.
- Tenure: Director since February 2022.
- Overboarding: Policy allows up to three other public company boards for non-CEO directors; Board states compliance with limits—Stover currently serves on none.
Fixed Compensation (Director)
| Component | Terms/Amounts (2024) |
|---|---|
| Annual cash retainer (Board) | $100,000 |
| Additional retainers (chairs) | Audit and MD&C chairs: $20,000; CRG&N and Cybersecurity chairs: $15,000 (not applicable to Stover) |
| Audit Committee non-chair member retainer | $5,000 (not applicable to Stover) |
| Meeting fees | None (no separate attendance fees) |
| 2024 reported cash fees (Stover) | $100,000 |
Notes: Directors may defer cash retainers; deferred cash accrues interest tied to APA’s short-term marketable securities and may be converted to stock units. Payouts occur upon board departure per election.
Performance Compensation (Director)
| Component | Structure/Details |
|---|---|
| Annual RSU grant (equity) | Standard annual RSU value $200,000 for non-employee directors; Stover’s 2024 grant-date fair value reported at $199,964 |
| Vesting/deferral mechanics | RSUs vest at grant but are 100% mandatorily deferred into stock units; dividends accrue as additional stock units; paid out as APA shares upon board departure |
| Performance linkage | None—director equity is not performance-based (no metric targets for directors) |
Other Directorships & Interlocks
| Topic | Status |
|---|---|
| Current public company boards | None for Stover |
| Compensation committee interlocks | None—no MD&C member served as an officer of APA or had interlocking relationships in 2024; MD&C members are independent |
| Related-party transactions | CRG&N reviews/approves related-party transactions; disclosure notes ~$42.5M purchases from ChampionX (CFO is APA director Kenneth Fisher), representing ~0.01% of ChampionX 2024 revenue; no Stover-specific transactions disclosed |
Expertise & Qualifications
- Former CEO/Chair at Noble Energy; deep operating leadership across onshore Permian and major offshore theaters (Eastern Med, West Africa, Gulf of Mexico).
- Cyber risk oversight credential (NACD-sponsored CERT); serves on Cybersecurity Committee; all APA directors have completed the NACD CERT program.
- Broad capital allocation and operating experience aligned with APA’s portfolio and MD&C oversight remit.
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 18,182 (all deferred stock units) |
| Deferred stock units | 18,182 |
| Unvested director RSUs at 12/31/2024 | None (no non-employee directors had unvested RSUs at YE 2024 due to deferral structure) |
| Percent of class | <1% |
| Pledging/hedging | Prohibited for non-employee directors; company reports compliance |
| Director ownership guideline | 6x annual cash retainer (=$600,000) within 3 years of appointment; as of Feb 28, 2025, Stover met the guideline (recent appointees Bob, Fisher, Weaving still within compliance window) |
Governance Assessment
- Strengths: Independent; relevant CEO-level operating expertise; active on risk and human capital/compensation oversight committees (Cybersecurity, MD&C); equity is mandatorily deferred until board departure, reinforcing alignment; hedging/pledging prohibited and reported as compliant; stock ownership guideline met.
- Board process quality: MD&C uses an independent consultant (Pearl Meyer) and is fully independent; robust related-party review by CRG&N; independent director executive sessions held regularly.
- Watch items: Say-on-pay support was ~70% in the most recent vote—acceptable but below typical large-cap medians, indicating some investor concern on executive pay design; continued MD&C scrutiny will be important.
- RED FLAGS: None identified specific to Stover (no overboarding, no disclosed related-party transactions, no pledging/hedging, no attendance concerns disclosed).