Mark D. Maddox
APAAbout Mark D. Maddox
Mark D. Maddox is Executive Vice President, Administration at APA, serving in this role since January 2023 after joining APA in June 2015 and progressing through IT and supply chain leadership, including CIO roles; he is 58 years old as of the 2025 proxy and has deep energy-sector operations, IT, and advisory experience from Tenneco Energy, SAP America, Deloitte, and Ernst & Young . APA’s long-term incentives emphasize CROIC, relative TSR, and sustainability, with the 2022–2024 performance awards certified at 118% of target, driven by CROIC outperformance (78% payout), sustainability achievement (40% payout), and zero TSR payout as stock performance lagged peers due to Egypt and North Sea headwinds . APA caps TSR payouts at target when absolute TSR is negative and requires above-median TSR to earn target, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| APA Corporation | EVP, Administration | Jan 2023–present | Oversees administrative functions; progressed from SVP Administration and CIO roles to align operations, supply chain, and IT with APA’s strategy |
| APA Corporation | SVP, Administration | Apr 2020–Jan 2023 | Led administrative modernization and efficiency initiatives across corporate functions |
| APA Corporation | SVP, Supply Chain & CIO | Jun 2019–Jan 2020+ | Integrated supply chain and IT, supporting operational reliability and cost discipline |
| APA Corporation | VP & CIO | Jan 2017–Jun 2019 | Led enterprise technology strategy and execution |
| APA Corporation | VP, Information Technology | Jun 2015–Jan 2017 | Built the IT foundation for later digital and operational improvements |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP | Principal, Oil & Gas Advisory Services | Feb 2014–Jun 2015 | Led advisory engagements driving operational and financial improvements for E&P clients |
| Deloitte LLP | Director, Energy & Resources | 2010–2014 | Directed energy advisory programs focused on performance, risk, and systems |
| SAP America | Various roles of increasing responsibility | 1998–2009 | Delivered enterprise systems expertise for complex, global operations |
| Tenneco Energy | Accounting, operations, and IT roles | Began 1989 | Built foundational energy industry expertise across operations and technology |
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | 625,000 |
| Target Annual Incentive (%) | 80% |
| Target Annual Incentive ($) | 500,000 |
| Actual Annual Incentive ($) | 545,000 (109% of target) |
Performance Compensation
2024 Long-Term Performance Award Design (granted Jan 8, 2024)
| Metric | Weighting | Target | Vesting |
|---|---|---|---|
| CROIC (cash) | 40% | $487,500 target; threshold $243,750; max $975,000 | 50% after year 3 and 50% after year 4 |
| Relative TSR (cash-settled RSUs) | 40% | 14,452 RSUs target; threshold 2,168; max 28,904; grant-date fair value $487,466 | 50% after year 3 and 50% after year 4; capped at 1x target if absolute TSR is negative; payout scale specified by rank |
| Sustainability (cash-settled RSUs) | 20% | 7,227 RSUs target; threshold 3,614; max 14,454; grant-date fair value $243,767 | 50% after year 3 and 50% after year 4 |
| Time-based Stock RSUs | n/a | 14,453 units; fair value $487,500 | Time-based vest per plan |
| Time-based Cash RSUs | n/a | 9,635 units; fair value $324,989 | Time-based vest per plan |
Notes: 2024 program grants are under APA’s 2016 Omnibus Compensation Plan; no stock options were granted in 2024 .
2022–2024 Performance Awards Outcome (certified Feb 5, 2025)
| Metric | Payout | Vesting |
|---|---|---|
| CROIC | 78% payout contribution (above-target 3-year CROIC driven by 2022 outperformance and capital returns) | 50% vested on Feb 5, 2025 and 50% vests on Jan 1, 2026 |
| Relative TSR | 0% payout (relative performance fell by 2024 amid Egypt and North Sea headwinds) | As above |
| Sustainability | 40% payout (execution of 50+ projects; flaring elimination in Egypt remote facilities ~80% of CO2e eliminated) | As above |
| Final Achievement | 118% of target | 50% vested on Feb 5, 2025; 50% vests Jan 1, 2026 |
Historical Vesting Schedule References
- 2021 program: certified Jan 25, 2024; 50% vested Jan 25, 2024 and 50% vested on or about Jan 1, 2025; paid only in cash .
- 2023 program: measurement Jan 1, 2023–Dec 31, 2025; est. 60% payout based on two-year results as of Dec 10, 2024; 50% vests at certification, 50% vests one year later; paid only in cash if earned .
- 2024 program: measurement Jan 1, 2024–Dec 31, 2026; 50% vests at certification, 50% vests one year later; CROIC component is cash-based, TSR and sustainability are RSUs settled in cash .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Feb 28, 2025) | 90,050 shares; less than 1% of class |
| Options exercisable within 60 days | 19,499 |
| Retirement Plans (shares) | 2,668 |
| Deferred Stock Units | None listed for Maddox |
| Unvested RSUs excluded from beneficial ownership | 60,959 |
| 2024 Stock Awards vested (shares) | 87,186 shares; value realized $3,093,786 |
| Options outstanding (exercisable) | 6,743 at $41.24 expiring 02/03/2026; 3,869 at $63.25 expiring 01/05/2027; 8,887 at $46.27 expiring 01/16/2028 |
| Stock Ownership Guidelines (EVP multiple) | EVPs: 3x base salary; all officers meet/exceed requirements (as disclosed in 2023 proxy) |
| Retention/holding requirement | Must hold at least 15% of after-tax shares from RSU and performance awards |
| Pledging/Hedging | Prohibited for executive officers; all comply; no pledging of APA securities |
Employment Terms
| Term | Detail |
|---|---|
| Role start date and tenure | EVP, Administration since Jan 2023; joined APA Jun 2015 |
| Employment contracts | APA does not utilize executive officer employment contracts |
| Annual incentive actuals | 2024 payout 109% of target ($545,000) |
| 2024 LTI mix | 60% performance awards / 40% RSUs |
| Severance – Termination without Cause | Total $4,450,032; Cash Benefits $1,593,750; Continued Health Insurance $19,766; Unvested & Accelerated Awards $2,836,516 |
| Severance – Change in Control Termination | Total $8,839,196; Cash Benefits $4,588,096; Health Insurance $39,533; Life Insurance $11,380; Unvested & Accelerated Awards $4,200,187 |
| Double-trigger change-of-control mechanics | If involuntary termination or “Voluntary Termination with Cause” occurs on/after a CoC and before end of performance period, 100% vesting of target RSUs and cash award; after performance period, 100% vesting of final amounts; payment within 30 days, subject to tax withholding |
| Options acceleration at CoC | Upon involuntary termination or voluntary termination with cause on/after CoC during vesting/continued vesting period, 100% vesting and full exercisability of unvested options |
| Retirement/continued vesting conditions | Retirement defined as age ≥60 or age ≥55 + service matrix; continued vesting subject to non-compete, non-disparagement, and other conditions; violations forfeit unvested awards |
| Clawback policy | Effective Oct 2, 2023; incentive awards subject to recovery in connection with accounting restatement; recovery determined without regard to taxes |
| Tax gross-ups | No tax gross-ups, except standard expatriate tax equalization benefits |
| Insider trading, pledging/hedging | Robust insider trading policy; pledging/hedging prohibited for executive officers; compliance affirmed |
Investment Implications
- Alignment: Maddox’s pay is materially at risk via multi-year CROIC/TSR/sustainability metrics with extended 3–4 year vesting; 2022–2024 awards earned 118% driven by cash returns and sustainability execution, while TSR payout was zero—APA caps TSR at target if absolute TSR is negative and requires above-median TSR to earn target, signaling strong shareholder alignment but sensitivity to macro/geopolitical exposures .
- Retention: Double-trigger CoC with full vesting of target/final awards and option acceleration, plus continued vesting post-retirement subject to strict non-compete and conduct conditions, reduce voluntary departure risk but increase vesting overhang; forfeiture provisions mitigate adverse retention arbitrage .
- Selling pressure: 2024 vesting was significant ($3.09M value realized on 87,186 shares); however, executive ownership holding requirements (15% of after-tax shares retained) and hedging/pledging prohibitions limit immediate sell-through and reduce alignment risks from leverage .
- Severance economics: Termination without cause implies meaningful cash plus accelerated equity value ($4.45M total), and CoC termination roughly doubles that ($8.84M), which can influence event-driven incentives; absence of employment contracts and presence of a clawback framework improve governance quality .
- Execution risk: TSR underperformance in the 2022–2024 cycle driven by operational headwinds in Egypt/North Sea highlights exposure to geopolitical/asset-specific risk; Maddox’s administrative/IT/supply chain background suggests operational efficiency strengths, but equity outcomes will hinge on sustained CROIC and TSR relative to an ambitious peer set and S&P 500 benchmark .