Kenneth M. Fisher
APAAbout Kenneth M. Fisher
Independent director since October 2024; serves on APA’s Audit and Cybersecurity Committees. Fisher is Executive Vice President and Chief Financial Officer of ChampionX and previously served as CFO of Noble Energy and in senior finance and strategy roles at Shell. The Board has determined he is independent and qualifies as a “financial expert” for Audit Committee service. Credentials include public company finance leadership and NACD-sponsored CERT Cyber-Risk Oversight certification.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ChampionX | Executive Vice President & Chief Financial Officer | 2021–present | Public company CFO; audit oversight; capital allocation |
| Noble Energy, Inc. | Executive Vice President & Chief Financial Officer; Senior VP & CFO | 2009–2020 | Led finance through cycles/M&A; board chair and CEO experience informs E&P risk oversight |
| Shell plc | EVP Finance (Upstream Americas); Group Director Strategy & Business Development; EVP Strategy & Portfolio (Global Downstream); CFO, Shell Oil Products U.S. | 2002–2009 | Global portfolio strategy; capital discipline; large-scale operations |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| ChampionX | Executive VP & CFO | Current | Supplier to APA; see related-party section |
| ChampionX | Board member; Audit Committee Chair | Former | Enhances audit, risk management, best practices |
| Noble Midstream Partners | Chair of the Board | Former | Midstream governance experience |
| Other public company boards | — | None current | APA proxy lists none |
Board Governance
| Item | Detail |
|---|---|
| Committees | Audit (member); Cybersecurity (member) |
| Committee Chairs | Audit: Chansoo Joung; Cybersecurity: Lt. Gen. Charles W. Hooper |
| Committee responsibilities | Audit: financial reporting, internal controls, auditor oversight, risk; Cybersecurity: policies, incident preparedness, disclosures |
| Meetings held (2024) | Board 9; Audit 8; Cybersecurity 4 |
| Independence | Board determined all non‑employee directors are independent; committees fully independent |
| Attendance | Each director attended at least 75% of Board/committee meetings; all then‑current directors attended last year’s annual meeting |
| Executive sessions | Independent directors met in executive session 4 times in 2024 (min. 2 required) |
| Financial expert | Audit Committee members (incl. Fisher) qualify as “financial experts” under Item 407 of Reg S‑K |
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Cash fees (prorated) | $19,688 |
| Stock awards (RSUs, prorated) | $37,498 |
| Total | $57,186 |
Director compensation program parameters:
- Annual cash retainer: $100,000; Audit Committee member add’l $5,000; committee chair add’l $15,000–$20,000; Non‑Executive Chair add’l $100,000. No meeting fees.
- Annual RSU grant: $200,000; Non‑Executive Chair add’l $100,000; RSUs vest at grant but are mandatorily deferred until board departure.
Performance Compensation
| Item | Applicability | Notes |
|---|---|---|
| Performance‑based awards (director) | Not applicable | APA director pay is cash + RSUs; no performance metrics tied to director compensation |
Other Directorships & Interlocks
| Counterparty | Relationship | 2024 Transaction Volume | Context |
|---|---|---|---|
| ChampionX (CHX) | Fisher is EVP & CFO | APA paid ~$42.5 million for oilfield products/services | Represents ~0.01% of ChampionX FY2024 revenue; APA expects continued purchases in 2025; CRG&N reviews related‑party transactions for conflicts |
Expertise & Qualifications
- Financial/audit leadership across upstream, downstream, and oilfield services; public company CFO (ChampionX; Noble) .
- Strategy/M&A and portfolio optimization (Shell; Noble) .
- Cybersecurity literacy via NACD CERT credential; member of Cybersecurity Committee .
- Audit Committee “financial expert” status per Board determination .
Equity Ownership
| Measure | Value | Policy/Status |
|---|---|---|
| Beneficial ownership (deferred stock units) | 1,641 units | As of Feb 28, 2025; no options/401(k) holdings disclosed for Fisher |
| Ownership guideline | $600,000 minimum (6× $100,000 cash retainer) | Must meet within 3 years of appointment; Fisher deadline Oct 2027 |
| Pledging/Hedging | Prohibited for directors/executives; all comply | Aligns with investor‑friendly governance |
Governance Assessment
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Strengths
- Audit financial expert and dual membership on Audit and Cybersecurity committees enhance board oversight of financial reporting and digital risk.
- Independence affirmed; fully independent committee composition; regular executive sessions bolster board autonomy.
- Director pay structure emphasizes equity with mandatory deferral until departure, promoting long-term alignment; director comp at ~50th percentile vs peers per benchmarking.
-
Watch items / potential conflicts
- ChampionX supplier relationship while Fisher is its CFO: APA paid ~$42.5 million in 2024; CRG&N reviews related‑party transactions, and independence was affirmed, but ongoing monitoring and recusal practices are prudent. Magnitude is ~0.01% of CHX revenue, which mitigates influence risk.
- Ownership guideline not yet met (new director), with compliance window through Oct 2027; track accumulation pace to assess alignment signal.
-
Engagement/attendance signals
- Board and committees active (Board 9; Audit 8; Cybersecurity 4 in 2024); all directors met minimum attendance thresholds; independent directors met in executive session four times.
-
Compensation oversight context
- Investor sensitivity to pay practices: most recent say‑on‑pay support ~70%; continued transparency and alignment measures highlighted by MD&C Chair. While NEO‑focused, governance vigilance is relevant for overall investor confidence.