H. Lamar McKay
APAAbout H. Lamar McKay
Independent, Non-Executive Chair of APA’s Board since September 1, 2022; director since February 2021. Former BP executive with four decades of global upstream leadership and capital allocation experience; holds NACD-sponsored CERT Certificate in Cyber-Risk Oversight. As Non-Executive Chair, he leads board governance, executive sessions, agenda-setting with the CEO, and shareholder engagement; the role is elected annually by a majority of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP p.l.c. (and Amoco prior to acquisition) | Chief Transition Officer; Deputy CEO; Chief Executive, Worldwide Upstream; Chair & President, BP America; EVP; Head of Strategy | 1980–2020 | Led complex capital programs, upstream modernization, portfolio streamlining; deep global risk oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CRH plc | Director | Current | Public company board service; additional committee details not disclosed in APA proxy |
Board Governance
- Role: Independent Non-Executive Chair; not assigned to standing committees, focuses on board effectiveness, agenda setting, and engagement with major shareholders .
- Independence: Board determined all non-employee directors (including McKay) are independent under Nasdaq and SEC rules (2025 review) .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; all then-current directors attended the 2024 annual meeting .
- Meetings held in 2024: Board 9; Audit 8; CRG&N 5; Cybersecurity 4; MD&C 6. Independent directors met in executive session four times in 2024, chaired by the Non-Executive Chair .
- Shareholder engagement: Board and MD&C Chair (and Non-Executive Chair when requested) were available; APA reached out to holders representing ~63% of shares and met/communicated with ~54% in 2024 .
- Governance policies: No pledging/hedging of APA stock by directors; robust insider trading policy and annual board/committee evaluations overseen by the Non-Executive Chair .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer – Non-employee directors | $100,000 | No meeting fees; prorated if partial year |
| Additional cash retainer – Non-Executive Chair | $100,000 | Paid to McKay in role |
| Committee chair retainers | Audit & MD&C: $20,000; CRG&N & Cybersecurity: $15,000 | McKay not a committee chair |
| Audit Committee non-chair member retainer | $5,000 | Not applicable to McKay |
| Annual RSU grant – Non-employee directors | $200,000 | Granted quarterly; vests on grant; 100% mandatory deferral until separation |
| Additional RSU grant – Non-Executive Chair | $100,000 | Deferral applies; dividend equivalents accrue as units |
| 2024 Director Compensation (APA) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| H. Lamar McKay | 200,000 | 299,934 | — | — | — | 499,934 |
RSUs for directors vest at grant and are mandatorily deferred; amounts paid upon retirement or separation under the Outside Directors’ Deferral Program .
Performance Compensation
| Variable/Performance Pay Element | Status | Evidence |
|---|---|---|
| Annual bonus | Not provided to directors | Non-Equity Incentive column shows “—” for McKay |
| Stock options | None | Option Awards column “—” for McKay; options are not part of director program |
| Performance-conditioned equity | None (director RSUs are time-based with mandatory deferral) | RSU Program terms; no performance metrics tied to director equity |
Other Directorships & Interlocks
| Person/Entity | Relationship | Exposure/Conflict Review |
|---|---|---|
| CRH plc | McKay is a director | No related-party transactions disclosed with CRH in APA proxy |
| ChampionX (oilfield products/services) | APA purchased ~$42.5M of products/services in 2024; APA director Kenneth M. Fisher is ChampionX CFO | Reviewed under related-party policy; amount ~0.01% of ChampionX 2024 revenue; Board/CRG&N oversee approval/independence; purchases anticipated to continue in 2025 |
Expertise & Qualifications
- Deep global upstream leadership and capital investment experience; prior roles include BP Worldwide Upstream CEO and BP America Chair & President .
- NACD-sponsored CERT Certificate in Cyber-Risk Oversight (completed by all APA directors) .
- Governance leadership as Non-Executive Chair: leads evaluation processes, executive sessions, board information needs, and is available for shareholder discussions .
Equity Ownership
| Holder | Options | Deferred Stock Units | Retirement Plans | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|---|
| H. Lamar McKay | — | 35,447 | — | 35,447 | <1% |
- Director stock ownership guideline: minimum 6x annual cash retainer (≥$600,000 value); as of February 28, 2025, McKay meets the requirement (newer directors Bob, Fisher, Weaving are within grace periods) .
- No pledging or hedging permitted for directors; policy compliance affirmed .
Governance Assessment
- Strengths: Independent Non-Executive Chair with clear separation from CEO; robust independence review; mandatory deferral of director equity aligns tenure with shareholder outcomes; strict anti-pledging/hedging; active shareholder engagement; regular executive sessions and board/committee self-evaluations .
- Pay alignment for directors: Mixed cash/equity with no meeting fees or variable bonuses; equity deferred until departure supports long-term alignment; director pay benchmarked around 50th percentile of peer group (reduces pay inflation risk) .
- Red flags/monitor: Executive say-on-pay support ~70% (below typical high-80s), signaling investor scrutiny of NEO pay design; Board disclosed engagement and program adjustments—continued monitoring warranted for investor confidence . Related-party transactions are present via ChampionX/APA purchases but quantitatively immaterial and subject to CRG&N oversight; no McKay-specific related-party exposure disclosed .
- Attendance/engagement: Board-level attendance thresholds met; McKay leads governance processes and is available for major shareholder discussions—positive signal for board effectiveness .