Kimberly O. Warnica
APAAbout Kimberly O. Warnica
Kimberly O. Warnica is Executive Vice President and Chief Legal Officer at APA, appointed in January 2025; she is 51 years old and brings deep legal and energy-sector experience from Marathon Oil, Alta Mesa Resources, Freeport-McMoRan Oil & Gas, and Hunton Andrews Kurth LLP . She holds a B.S. from Texas A&M and a J.D. from The University of Texas School of Law . APA’s 2024 operating context featured $869 million of free cash flow (company definition) and returning $599 million to shareholders, alongside investment-grade status at all three agencies and a focus on CROIC, TSR, and sustainability metrics in incentive design . Long-term performance awards for the 2022–2024 cycle paid at 118% of target, driven by above-target CROIC and sustainability outcomes, with TSR below target; payouts vest 50% at year three and 50% at year four to encourage sustained performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| APA Corporation | Executive Vice President & Chief Legal Officer | Appointed Jan 2025 | Executive leadership role in legal and governance; part of officer-level streamlining initiatives . |
| Marathon Oil | EVP, General Counsel & Secretary | Mar 2022–2025 | Senior legal leadership for a large E&P issuer; oversight of corporate, transactional, and governance matters . |
| Marathon Oil | SVP & General Counsel; Secretary | Jan 2021–Mar 2022 | Led legal function and corporate secretary responsibilities; elevated to EVP in 2022 . |
| Alta Mesa Resources | EVP, General Counsel, Chief Compliance Officer & Secretary | Since 2018 | Led legal and compliance for E&P/midstream operations through restructuring/strategic phases . |
| Marathon Oil | Assistant General Counsel; Assistant Secretary | 2016–2018 | Supported corporate legal and governance . |
External Roles
| Organization | Role | Years | Committee/Impact |
|---|---|---|---|
| NuScale Power Corporation (SMR) | Director | 2022–2025 | Audit Committee member (2022); continued service as director with shareholder re-elections in 2023 and 2025 . |
Fixed Compensation
| Component | APA 2025 Terms | Notes |
|---|---|---|
| Base Salary | Not disclosed | APA’s Jan 6, 2025 announcement and subsequent 8-K signature did not include her APA base salary . |
| Target Annual Bonus % | Not disclosed | Company has an annual incentive scorecard (quant 80%, qual 20%) but did not disclose Warnica’s target % . |
| Actual Bonus Paid | Not disclosed | No APA bonus outcomes disclosed for Warnica as her appointment post-dates 2024 NEO reporting . |
| Prior Benchmark (Marathon Oil) | $450,000 base; 90% target bonus; $1.2M LTI target (2022) | Historical context only; from MRO Item 5.02 when promoted to EVP GC . |
Performance Compensation
| Metric | Weight | Target (Program Design) | Actual (2024 Corporate) | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Annual Incentive – Quantitative metrics (FCF, cash costs/BOE, drilling capital efficiency, F&D) | 80% | Threshold/Target/Max set annually; independent of prior-year results | Corporate payout 109% for 2024 | 0–200% of target; individual factor applied 0–200% (100% used in 2024) | Annual cash award; paid after year-end . |
| Annual Incentive – Qualitative strategic goals | 20% | Portfolio optimization, balance sheet, long-term outlook | “FCF to shareholders” achieved >60% (target); long-term outlook not fully achieved | Included in corporate payout computation | Annual cash award . |
| LTI – CROIC | 40% | Three-year CROIC matrix adjusted for average WTI ($49–$89 scenarios) | 2022–2024 above-target CROIC contributed to 118% overall performance award | 0–200% based on CROIC vs matrix; cash-denominated component | 50% at end of year 3, 50% at end of year 4 . |
| LTI – Relative TSR | 40% | Relative ranking vs 23 peers and S&P 500 (weighted twice), capped at 1x if absolute TSR negative | 2022–2024 TSR below target; part of 118% blended payout | 0–200% per rank schedule; settled in cash based on share price at vest | 50% at end of year 3, 50% at end of year 4 . |
| LTI – Sustainability (methane intensity reduction) | 20% | 50% global methane intensity reduction vs 2021 by YE 2026 | 2022–2024 sustainability target achieved via >50 projects and flaring elimination | RSU-based target paid in cash with dividend equivalents if earned | 50% at end of year 3, 50% at end of year 4 . |
| RSUs (time-based) | n/a | Grants at Jan cycle; fair value at grant; program specifies cash or stock settlement per award | n/a | Ratable vest over 3 years; no dividends until vested | 1/3 annually over 3 years . |
Equity Ownership & Alignment
- Beneficial ownership for Warnica is not included in the Feb 28, 2025 beneficial ownership table (she was appointed in 2025 and not a 2024 NEO); table lists directors and 2024 NEOs only .
- Stock ownership guidelines require executives to hold shares equal to a specified multiple of base salary and to retain a minimum 15% of after-tax shares from vesting and performance realization; executives are prohibited from hedging APA stock .
- Pledging is prohibited for directors and executive officers; hedging and margin accounts are prohibited; as of the proxy date, all covered insiders comply .
Employment Terms
| Provision | Term | Detail |
|---|---|---|
| Employment contracts | None used for executive officers | APA states it does not utilize executive officer employment contracts . |
| Clawback | Post-Oct 2, 2023 SEC rule-compliant | Incentive compensation subject to recovery in case of accounting restatement; recovery without regard to taxes paid . |
| Executive Termination Policy (ETP) – without cause | Cash 1.75x base (non-CEO), prorated target bonus; COBRA subsidy 12 months; prorated RSUs/options; prorated performance awards if ≥1 year in cycle | Requires release; RSUs/options vesting adjusted; performance awards paid per schedule post-results . |
| Income Continuance Plan (ICP) – change in control + termination | Lump sum 12× monthly compensation plus 24 months continuation; prorated bonus; 2 years retirement contributions; 24 months medical at active rates (gross-up if after-tax); continued life insurance | Applies to officers and eligible employees; defines monthly compensation including target bonus or average of past 3 years, greater of the two . |
| Equity acceleration under CoC + termination | RSUs automatically vest; performance awards vest at target if not completed | Change in control combined with termination accelerates vesting; performance targets at target for incomplete cycles . |
| Insider trading policy | Blackout periods, preclearance; exceptions for compliant trading plans | Full policy summarized in proxy; company commits not to trade while in possession of MNPI . |
Investment Implications
- Alignment signals: Strict anti-pledging/hedging and clawback policies, multi-year vesting (3–4 years) for performance awards, and stock ownership guidelines with mandatory post-vest retention improve alignment and reduce short-term sell pressure .
- Pay-for-performance: Heavy weighting to CROIC and relative TSR with negative TSR cap and 50/50 year-3/year-4 vest creates durable incentives tied to capital efficiency and shareholder outcomes; 2022–2024 awards earned at 118% suggest above-target CROIC and sustainability execution despite TSR underperformance .
- Retention risk: ETP and ICP provide substantial protections and cash continuity under termination, including double-trigger CoC economics; this lowers involuntary turnover risk but increases event-driven cash commitments, which investors should factor into M&A scenarios .
- Disclosure gap: APA has not yet disclosed Warnica’s APA-specific base salary, bonus target, or initial equity grants in available filings; monitor future 8-K 5.02 or 2026 proxy for her compensation terms and ownership compliance timeline .