Matthew R. Bob
APAAbout Matthew R. Bob
Independent director since April 2024; serves on the Audit and Corporate Responsibility, Governance & Nominating (CRG&N) Committees. Background includes 30+ years in U.S. onshore E&P with subsurface technical expertise; Registered Geoscientist, NACD Board Certified, and completed the NACD-sponsored CERT Certificate in Cyber-Risk Oversight. Age 67 as of April 2024; tenure on APA’s Board since April 2024. The Board has determined all non-employee directors, including Mr. Bob, are independent under Nasdaq/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Callon Petroleum Company | Independent director; Board Chair prior to APA acquisition | 2014–2024 | Governance exposure across E&P; insight into capital allocation and operations . |
| Eagle Oil & Gas Co. | President | 2014–2022 | Led private independent E&P; operational leadership . |
| SouthCross Energy Partners LLC | Independent director | 2020–2022 | Midstream oversight (natural gas processing/transportation) . |
| MB Exploration, LLC | Founder & Managing Member | 1994–present | Holds Mr. Bob’s mineral interests; company does not compete with APA (conflict mitigation) . |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Berry Corporation | Director (public company) | Q4 2024 | Current public board service; contributes U.S. onshore E&P perspective . |
| MB Exploration, LLC | Founder & Managing Member (private) | 1994 | Private vehicle for mineral interests; explicitly disclosed as non-competitive with APA . |
Board Governance
- Committee assignments and expertise:
- Audit Committee member; APA Board determined each Audit member qualifies as a “financial expert” under Reg S-K 407 and is financially sophisticated; committee independent under Nasdaq/SEC rules .
- CRG&N Committee member; committee oversees related-party transactions, board evaluations, and governance matters; independent membership .
- Meetings/attendance:
- 2024 meetings: Board (9), Audit (8), CRG&N (5); all then-current directors attended at least 75% of Board and applicable committee meetings, and all attended last year’s annual meeting .
- Independence and executive sessions:
- Board reaffirmed independence of all non-employee directors in early 2025; all standing committees fully independent .
- Independent directors met in executive session at least twice per year; in 2024 they met four times .
- Overboarding policy:
- Maximum of three other public company boards for non-CEO directors; APA discloses full compliance (Mr. Bob has one current other public board) .
- Trading/hedging:
- Company prohibits pledging or hedging by non-employee directors; all comply .
Fixed Compensation
APA’s non-employee director compensation (cash retainers and fees):
| Component | Amount ($) |
|---|---|
| Annual cash retainer – all non-employee directors | 100,000 |
| Additional retainer – Non-Executive Chair of the Board | 100,000 |
| Additional retainer – Audit & MD&C Chairs | 20,000 |
| Additional retainer – CRG&N & Cybersecurity Chairs | 15,000 |
| Additional retainer – Audit Committee non-chair members | 5,000 |
| Directors do not receive meeting attendance fees. Cash retainers may be deferred into the Outside Directors’ Deferral Program per plan terms . |
2024 actual compensation for Matthew R. Bob (pro-rated from April 2024 start):
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | 78,242 |
| Stock Awards ($) (RSUs; FASB ASC 718 grant-date fair value) | 149,975 |
| Total ($) | 228,217 |
Performance Compensation
APA does not use performance-based equity for directors; equity is delivered via quarterly RSU grants with mandatory deferral.
| RSU Program Terms | Amount ($) |
|---|---|
| Annual RSU grant – all non-employee directors | 200,000 |
| Additional RSU grant – Non-Executive Chair | 100,000 |
| Program mechanics: RSUs vest at grant and are 100% automatically deferred into stock units in the Outside Directors’ Deferral Program; stock units accrue dividend equivalents and pay out upon retirement/termination . |
Other Directorships & Interlocks
| Company | Relationship to APA | Interlock/Transaction Notes |
|---|---|---|
| Berry Corporation | Upstream E&P peer | Mr. Bob serves as director; no related-party transactions disclosed with Berry in APA’s proxy . |
| ChampionX (Kenneth M. Fisher is CFO and APA director) | Oilfield products & services | APA purchased ~$42.5 million of products/services in FY2024 (0.01% of ChampionX revenue); reviewed under related-party policy; not related to Mr. Bob . |
Expertise & Qualifications
- Registered Geoscientist; deep subsurface technical expertise in U.S. onshore E&P .
- NACD Board Certified and CERT Certificate in Cyber-Risk Oversight (Carnegie Mellon SEI) .
- Audit Committee “financial expert” designation; financially sophisticated under Nasdaq rules .
- Governance capabilities via CRG&N oversight (nominations, governance principles, related-party review) .
Equity Ownership
Beneficial ownership as of February 28, 2025:
| Holder | Options (exercisable in 60 days) | Deferred Stock Units | Retirement Plans | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Matthew R. Bob | — | 6,028 | — | 35,662 | * (<1%) |
Director stock ownership requirements and status:
| Requirement | Threshold | Compliance Status |
|---|---|---|
| Minimum ownership multiple | 6x annual cash retainer (i.e., $600,000) | Bob has until April 2027 to meet (joined April 2024) |
Policy alignment:
- Prohibitions on pledging/hedging; full compliance by non-employee directors .
- RSU deferral structure aligns director equity with long-term shareholder outcomes .
Governance Assessment
- Strengths:
- Dual committee service on Audit and CRG&N places Bob at the center of financial reporting integrity, risk oversight, and governance/related-party review; Audit members are designated financial experts and independent, enhancing credibility with investors .
- Strong attendance framework: 2024 had 9 Board, 8 Audit, and 5 CRG&N meetings; all directors met ≥75% attendance thresholds; independent directors held four executive sessions—signals active oversight .
- Ownership alignment mechanisms: mandatory RSU deferrals and strict pledging/hedging prohibitions reduce misalignment risks .
- Overboarding compliance (1 other public board) mitigates bandwidth risk; within APA’s cap of ≤3 for non-CEO directors .
- Watch items:
- Ownership guideline not yet met (typical for new directors); deadline April 2027—investors should monitor progress toward 6x retainer threshold .
- Private interests via MB Exploration are disclosed as non-competitive, which mitigates conflict risk; continued CRG&N oversight of related-party transactions provides an added safeguard .
- No RED FLAGS identified:
- No pledging/hedging, no meeting fees, no Bob-related related-party transactions disclosed; full committee independence maintained .