Juliet S. Ellis
APAAbout Juliet S. Ellis
Independent director of APA since May 2019; Chair of the Management Development & Compensation (MD&C) Committee and member of the Corporate Responsibility, Governance & Nominating (CRG&N) Committee. Ellis is a Chartered Financial Analyst (CFA) with three decades in institutional portfolio management, risk oversight, and investor engagement, including senior roles at Invesco and JPMorgan; she also serves on the board of Donnelley Financial Solutions and the Houston Methodist Hospital system, and is a member of Women Corporate Directors . The Board determined all non‑employee directors (including Ellis) are independent under Nasdaq and SEC standards; independent directors met in executive session four times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invesco | Managing Director, Senior Portfolio Manager; Chief Investment Officer, U.S. Growth Equities; Senior Portfolio Manager, Small Cap Growth & Small Cap Equity Funds | 2004–2019 | Led strategy, portfolio management, and risk oversight for growth equities; deep institutional investor expertise |
| JPMorgan Chase & Co. (incl. Fleming AM) | Senior Portfolio Manager; Managing Director; Equity Analyst | 1987–2004 | Fundamental equity research, portfolio construction, and performance management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Donnelley Financial Solutions, Inc. | Director | Not disclosed | Current public company directorship |
| Houston Methodist Hospital system | Director | Not disclosed | Non‑profit health system board |
| Women Corporate Directors | Member | Not disclosed | Global director network membership |
Board Governance
- Committee assignments: MD&C (Chair); CRG&N (Member) .
- Independence: Board determined all non‑employee directors are independent; all four committees fully independent .
- Attendance: Each then‑current director attended at least 75% of Board/committee meetings in 2024; all attended the 2024 annual meeting .
- Meetings held (2024): Board 9; Audit 8; CRG&N 5; Cybersecurity 4; MD&C 6 .
- Overboarding policy: Max 3 other public boards for non‑CEO directors; all directors comply .
- Executive sessions: Independent directors met four times in 2024 .
- Compensation committee interlocks: None; all MD&C members are independent and had no other business relationships with APA beyond board service .
- Related‑party transactions oversight: CRG&N reviews and approves/ratifies Item 404 transactions; the proxy discloses transactions with ChampionX tied to another director (Kenneth M. Fisher), but none involving Ellis .
Fixed Compensation
| Component | Amount/Terms | 2024 Ellis Actual |
|---|---|---|
| Annual cash retainer (all non‑employee directors) | $100,000 per year | $120,000 (reflects $100,000 base + $20,000 MD&C Chair retainer) |
| Additional cash retainer – MD&C Chair | $20,000 per year | Included above |
| Meeting fees | None (no separate attendance fees) | N/A |
| Other compensation | Workplace Giving Program match to qualified non‑profits | $10,000 |
| Total 2024 director pay (Ellis) | Cash + Stock awards + Other | $329,964 (Cash $120,000; Stock awards $199,964; Other $10,000) |
Performance Compensation
| Item | Value/Terms | 2024 Ellis Value |
|---|---|---|
| Annual RSU grant (all non‑employee directors) | $200,000; granted quarterly; number of RSUs based on quarter‑end grant date FMV; vests at grant with 100% mandatory deferral into Outside Directors’ Deferral Program; paid in shares upon board departure; accrues dividend equivalents | $199,964 grant‑date fair value (ASC 718) |
| Equity deferral | Mandatory deferral of director RSUs until retirement/termination; accrues dividend equivalents | Deferral program applies |
Director equity is not performance‑conditioned; APA’s performance metrics (TSR, CROIC, Sustainability) apply to executives and are overseen by the MD&C Committee chaired by Ellis. The proxy emphasizes capping relative TSR payouts when absolute TSR is negative and publishing CROIC targets for transparency .
Other Directorships & Interlocks
| Company | Role | Sector Overlap with APA | Interlock/Conflict Notes |
|---|---|---|---|
| Donnelley Financial Solutions, Inc. | Director | Low (financial communications/services) | No compensation committee interlocks disclosed; MD&C members independent; no Ellis‑related transactions disclosed |
Expertise & Qualifications
- Chartered Financial Analyst (CFA) .
- Institutional investor expertise; portfolio management, strategy, risk oversight (Invesco; JPMorgan) .
- NACD‑sponsored CERT Certificate in Cyber‑Risk Oversight (Carnegie Mellon SEI) .
- Shareholder engagement leadership as MD&C Chair; clarifies rationale for incentive targets and peer group composition .
Equity Ownership
| Holder | Options | Deferred Stock Units | Retirement Plans | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Juliet S. Ellis | — | 61,377 | — | 73,813 | * (<1%) |
- Director stock ownership guideline: Minimum 6x annual Board cash retainer ($600,000 based on $100,000 retainer); compliance required within 3 years of appointment. As of Feb 28, 2025, all non‑employee directors except Bob, Fisher, Weaving meet the guideline—Ellis meets the requirement .
- Pledging/hedging: Prohibited for non‑employee directors; all comply as of the proxy date .
Governance Assessment
-
Strengths:
- Independent MD&C Chair with deep institutional investor background; leadership on pay‑for‑performance alignment and enhanced disclosure (e.g., CROIC targets; TSR caps when absolute TSR negative) .
- Strong ownership alignment: mandatory deferral of director RSUs until departure; 6x retainer ownership guideline; Ellis meets requirement .
- Independence and oversight: fully independent committees; robust related‑party review via CRG&N; no interlocks .
- Engagement and attendance: ≥75% attendance for all directors in 2024; active shareholder outreach with MD&C Chair participation .
- Risk controls: Pledging/hedging prohibited; cyber oversight credential (CERT) .
-
Watch‑items / potential risks:
- Director equity awards vest immediately (albeit deferred), which can reduce explicit performance conditioning for director pay; reliance on ownership guidelines and deferral for alignment .
- Overboarding monitored; Ellis currently holds one external public board seat (within policy); continued monitoring advisable if additional seats are added .
-
Not observed for Ellis in proxy:
- No related‑party transactions disclosed involving Ellis; disclosed Item 404 transaction pertains to another director (ChampionX) .
- No pledging/hedging; no committee interlocks; no attendance shortfall reported .