John J. Christmann IV
APAAbout John J. Christmann IV
APA’s Chief Executive Officer; age 58; company tenure since 1997; CEO and Director since January 2015 (CEO & President 2015–2023; CEO 2024–present) . He has deep operating and M&A experience across APA’s North America, Permian, and Gulf Coast businesses, and serves on the Company’s Board (non-independent, no committee assignments) with a separated Board Chair structure that mitigates CEO/Chair concentration risk . Under his leadership in 2024, APA closed the Callon Petroleum acquisition, divested mature Permian assets, took FID on Suriname Block 58 Phase 1, and secured improved Egypt gas pricing; APA returned 71% of free cash flow to shareholders and achieved investment-grade status across all three agencies . Pay-versus-performance shows 2024 CEO “compensation actually paid” tracking stock performance (Company TSR value of $99.33 on a $100 2020 base vs sector peer index $186.27), while Free Cash Flow and Net Income were $841mm and $804mm, respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| APA Corporation | Chief Executive Officer | 2024–present | Led portfolio reset (Callon acquisition; non-core Permian sales), Suriname Block 58 FID, and capital returns focus . |
| APA Corporation | Chief Executive Officer & President | 2015–2023 | Oversaw multi-basin operations and balance sheet repositioning . |
| APA Corporation | EVP & COO, North America; Region VP, Permian; VP, Business Development; Production Manager, Gulf Coast | 1997–2015 (various) | Built operating and capital allocation capabilities in core U.S. basins . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| University of Texas MD Anderson Cancer Center | Board of Visitors | n/a | Stakeholder engagement; governance exposure . |
| NACD/CMU SEI | CERT Certificate in Cyber-Risk Oversight | n/a | Board-level cyber-risk competence . |
| Public Company Boards | None | n/a | — . |
Fixed Compensation
3-year CEO compensation (Summary Compensation Table amounts):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 1,300,000 | 9,479,781 | 2,416,700 | 605,638 | 13,802,119 |
| 2023 | 1,300,000 | 9,384,742 | 2,467,400 | 611,299 | 13,763,441 |
| 2024 | 1,300,000 | 7,555,373 | 1,983,800 | 601,536 | 11,440,709 |
2024 base and bonus details:
- Base salary: $1,300,000; Target annual incentive: 140% of salary ($1,820,000); Actual payout: 109% of target ($1,983,800) .
- 2024 Say-on-Pay approval: ~70% .
Performance Compensation
2024 Annual Incentive (Corporate scorecard)
| Item | Design / Result |
|---|---|
| Weighting | 80% quantitative (financial/operational/sustainability), 20% strategic . |
| Key metrics (examples) | Free Cash Flow; Cash Costs/BOE; Drilling Capital Efficiency (P/I); All-in F&D $/BOE; emissions/safety targets; return ≥60% of FCF to shareholders . |
| Governance features | Targets set independently of prior results; calibrated to commodity/operational context . |
| Corporate factor | 109% (individual factor 100% for CEO) . |
2024 CEO annual incentive payout:
| Target % | Target $ | Corporate Result % | Individual % | Actual $ | Actual % of Target |
|---|---|---|---|---|---|
| 140 | 1,820,000 | 109 | 100 | 1,983,800 | 109 |
Long-Term Incentives (LTI)
Design and 2024 grant mix:
- Mix: 60% performance awards (CROIC 40%, Relative TSR 40%, Sustainability 20%); 40% time-based RSUs; performance awards vest 50% at end of year 3 and 50% at end of year 4 .
- 2024 CEO LTI targets: Performance Awards $5,694,000; RSUs $3,796,000; Total $9,490,000 .
- 2024 CEO grant detail: TSR units target 67,524 (Monte Carlo-based); Sustainability units target 33,762; RSUs: 45,016 cash-settled and 67,524 stock-settled; CROIC is cash-denominated (target $2,277,600, 0–200% payout per WTI-linked matrix) .
Performance cycles and payouts:
- 2022–2024 performance awards earned at 118% of target; 50% vested Feb 5, 2025; remaining 50% vests Jan 1, 2026 .
- Relative TSR capping at 1x target when absolute TSR negative; median TSR rank yields sub-target payout per scale .
2025 design change (forward-looking signal):
- Added stock options to LTI mix and increased relative TSR weighting (reduces time-based RSUs), heightening alignment to stock price appreciation .
Equity Ownership & Alignment
Beneficial ownership (as of Feb 28, 2025):
| Category | Units/Shares |
|---|---|
| Total beneficial ownership | 1,242,591 (<1% of outstanding) |
| Stock options (exercisable within 60 days) | 332,483 |
| Deferred stock units | 66,929 |
| Retirement plans (401k/Non-Qualified) | 203,747 |
| Unvested RSUs (excluded from total) | 280,403 |
Outstanding equity and option profile (Dec 31, 2024):
- Unvested awards include RSUs and performance units with multi-year vesting; examples: 101,286 and 203,079 unearned units tied to performance cycles; time-vest RSUs outstanding (e.g., 45,016 and 67,524) .
- Options outstanding: 129,624 @ $41.24 expiring 02/03/2026; 82,004 @ $63.25 expiring 01/05/2027; 120,855 @ $46.27 expiring 01/16/2028 .
- Ownership/holding policies: executives must hold at least 15% of after-tax shares from vested RSUs/performance awards; hedging and pledging by executive officers prohibited; all execs compliant as of proxy date .
Employment Terms
Severance and change-in-control economics (as of 12/31/2024):
| Scenario | Cash Benefits | Benefits Continuation | Equity Treatment | Estimated Total ($) |
|---|---|---|---|---|
| Retirement/Voluntary | — | — | Continued vesting eligibility per plan; CEO eligible for continued vesting (100%) | 20,759,136 (equity value) |
| For Cause | — | — | Forfeiture (standard) | — |
| Termination without Cause (ETP) | 2x base salary (CEO); prorated target bonus; 12 months COBRA subsidy; prorated vesting for RSUs/options; prorated performance awards (settle per plan) | Health at active rates; service credit for retiree medical (age-dependent) | Prorated per above | 18,828,007 |
| Change in Control Termination (ICP, double-trigger) | Lump sum 12x “monthly compensation” plus 24 months paid monthly; prorated bonus; 2 years retirement contributions; 24 months medical/dental/vision/EAP; continued life insurance; equity fully accelerates at target for incomplete cycles | At no greater than active rates; gross-up for amounts paid after-tax | Full acceleration (target for performance awards) | 34,073,479 |
| Death or Disability | Life/disability plan benefits; full equity acceleration | Per plans | Full acceleration | 20,759,136 (equity value) |
Other program features and policies:
- No individual executive employment contracts; double-trigger CoC; robust clawback under SEC rules (effective Oct 2, 2023) .
- No option repricing; no tax gross-ups (except standard expatriate equalization) .
Board Governance and Director Service
- Board service: Director since Jan 2015; other public boards: none; no APA committee assignments as CEO .
- Independence: all non-employee directors deemed independent; CEO is not independent by definition .
- Board leadership: non-executive Chair (H. Lamar McKay) separate from CEO, with independent director executive sessions and defined Chair responsibilities; mitigates dual-role concerns .
- Pledging/hedging: prohibited for directors and executive officers (compliant as of proxy date) .
Compensation Committee Analysis and Peer Benchmarking
- MD&C Committee (independent) members: Chair Juliet S. Ellis; members Annell R. Bay; Charles W. Hooper; David L. Stover; uses independent consultant (Pearl Meyer) .
- 2024 Compensation Peer Group (for pay setting): Antero; Chesapeake; Coterra; Devon; Diamondback; EOG; Hess; Marathon; Murphy; Occidental; Ovintiv; Pioneer (removed for 2025; replaced by Civitas) .
- Shareholder feedback led to greater transparency, published CROIC targets, and adjustments to peer set and CEO targets; 2024 say-on-pay ~70% .
Director Compensation (context; CEO not eligible)
- Non-employee director stock ownership guideline: 6x annual cash retainer ($100,000 → $600,000 value threshold) .
- CEO serves as employee director, compensated under executive program (not under director plan) .
Risk Indicators and Red Flags
- Pledging/hedging banned; insider trading policy with blackout and preclearance; no option repricing; double-trigger CoC; robust clawback .
- Say-on-pay support at ~70% suggests moderate investor scrutiny on pay-for-performance alignment .
- TSR underperformance vs peer index in 2024 (PvP table) while FCF remained positive; 2025 LTI increases stock-price leverage via options .
Investment Implications
- Alignment: Heavy use of multi-year, performance-based LTI (CROIC and relative TSR) with extended vesting and TSR caps ties realized pay to shareholder outcomes; addition of options in 2025 increases upside sensitivity to equity appreciation .
- Potential selling pressure windows: 2022–2024 performance awards vesting 50% on Feb 5, 2025 and 50% on Jan 1, 2026; significant options expiring 2026–2028 (e.g., 129,624 @ $41.24 exp 2026; 120,855 @ $46.27 exp 2028) could drive exercise-related liquidity needs during open windows .
- Retention/continuity: No individual employment contract; severance/CIC programs provide market-based protection with prorated/accelerated equity, reducing turnover risk during strategic programs (Suriname development, Permian integration) .
- Governance: Separate Chair/CEO structure and independent MD&C oversight mitigate dual-role concerns; pledging/hedging prohibitions and clawback reduce alignment risks .
Note: This profile draws exclusively from APA’s 2025 DEF 14A (filed April 10, 2025). Where a specific data point isn’t disclosed in the proxy, it has been omitted.