Peter A. Ragauss
APAAbout Peter A. Ragauss
Independent director of APA since December 2014; serves on the Audit and Cybersecurity Committees. Age disclosed as 66 in the 2024 proxy; former CFO of Baker Hughes and senior finance executive at BP/Amoco, with NACD-sponsored CERT Certificate in Cyber-Risk Oversight from Carnegie Mellon SEI, and designated by APA’s Board as an Audit Committee “financial expert.” Current other public board: The Williams Companies, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker Hughes | Senior Vice President & Chief Financial Officer | 2006–2014 | Finance leadership; global oilfield services experience |
| BP p.l.c. / Amoco | Controller, Refining & Marketing; CEO, Air BP; Assistant to Group CEO; VP Finance & Portfolio Mgmt (Amoco Energy Int’l) | 1998–2006 | Broad financial, operating and strategic oversight in energy |
| El Paso Energy International | Vice President, Finance | 1996–1998 | International energy finance |
| Tenneco Inc. | Various positions | 1993–1996 | Industrial/energy finance roles |
| Kidder, Peabody & Co. | Various positions | 1987–1993 | Capital markets background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Williams Companies, Inc. | Director | Current | Natural gas infrastructure company; experience informs APA strategy and governance |
Board Governance
- Committee assignments: Audit (member) and Cybersecurity (member); not a chair. Audit Committee members (including Ragauss) are designated financial experts under Item 407 of Regulation S‑K and are independent under Nasdaq/SEC rules.
- Independence: Board determined all non‑employee directors are independent; all committees (Audit, CRG&N, Cybersecurity, MD&C) fully independent.
- Attendance and engagement: In 2024, each then‑current director attended at least 75% of Board and applicable committee meetings; all then‑current directors attended last year’s annual meeting. 2024 meeting counts: Board 9; Audit 8; CRG&N 5; Cybersecurity 4; MD&C 6.
- Risk oversight: Audit oversees major financial risks; Cybersecurity oversees cybersecurity risk, disclosures, and preparedness; independent directors meet in executive session at least twice per year (four times in 2024).
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 100,000 | Paid to all non‑employee directors |
| Additional retainer – Audit Committee (non‑chair member) | 5,000 | Only Audit members (non‑chair) receive additional retainer |
| Fees earned or paid in cash (Ragauss actual) | 105,000 | Base + Audit membership retainer |
| Meeting fees | — | APA does not pay separate meeting attendance fees |
Performance Compensation
| Equity Compensation (2024) | Amount ($) | Vesting / Deferral | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (program) | 200,000 | Grants made quarterly; RSUs vest at grant and are 100% mandatorily deferred into the Outside Directors’ Deferral Program; paid out upon retirement/termination | None disclosed for directors; awards are retainer‑linked, not performance‑conditioned |
| Stock awards (Ragauss actual) | 199,964 | Grant date fair value per FASB ASC 718; no unvested RSUs at year‑end 2024 for non‑employee directors | None disclosed (director awards are not tied to TSR/financial goals) |
Vesting schedule details: Quarterly RSU grants at each quarter‑end; example transaction dates include 12/31/2024 and 9/30/2025 aligning with quarterly deferrals and conversions under the directors’ program.
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Other public board | The Williams Companies, Inc. (current) |
| Interlocks/conflicts | APA disclosed a related‑party purchase from ChampionX (approx. $42.5M in 2024) where director Kenneth M. Fisher is CFO; no related‑party transactions disclosed involving Ragauss. CRG&N reviews and approves/ratifies related‑party transactions to prevent conflicts. |
Expertise & Qualifications
- Financial leadership: Former CFO (Baker Hughes); senior finance and operating roles at BP/Amoco and El Paso; Audit Committee financial expert designation.
- Cyber oversight credentials: NACD‑sponsored CERT Certificate in Cyber‑Risk Oversight (Carnegie Mellon SEI); member of Cybersecurity Committee.
- Industry depth: Decades in oil & gas across upstream, downstream, and services; board service at Williams provides insights for APA’s strategy.
Equity Ownership
| Metric (as of Feb 28, 2025) | Shares/Units | % of Class | Notes |
|---|---|---|---|
| Deferred stock units (DSUs) | 85,089 | <1% | Non‑employee director holdings are primarily DSUs; no options |
| Total beneficial ownership | 85,089 | <1% | Sole/direct unless otherwise noted; excludes unvested executive RSUs (directors had none) |
| Stock ownership guideline | 6× annual Board retainer ($600,000 threshold) | — | Must be met within three years of appointment; as of 2/28/2025, all non‑employee directors except Bob, Fisher, Weaving met the requirement (Ragauss in compliance) |
| Pledging/hedging | Prohibited for non‑employee directors; all comply | — | Strengthens alignment; no pledging/hedging by directors or executive officers |
Insider Trades (Form 4 snapshots)
| Date | Security / Code | Quantity | Result / Note |
|---|---|---|---|
| 12/31/2024 | Phantom Stock Units (M – exempt) | 2,165 | Accrued under Outside Directors’ Deferral Program; one share per unit |
| 12/31/2024 | Restricted Stock Units (A – award) | 2,165 | Quarterly RSU grant under 2016 Omnibus Plan; 1 RSU = 1 share |
| 12/31/2024 | Restricted Stock Units (M – vest/convert) | 2,165 | Vesting/conversion concurrent with deferral mechanics |
| 09/30/2025 | Phantom Stock Units (M – exempt) | 2,059 | Quarterly deferral accrual; director program mechanics |
| 09/30/2025 | RSUs (A – award) and (M – conversion) | 2,059 | Quarterly grant and conversion; direct holdings reported increased (per summary) |
Fixed Compensation (Director Detail – 2024)
| Item | Peter A. Ragauss | Source |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 105,000 | |
| Stock Awards ($) | 199,964 | |
| Option Awards ($) | — | |
| Non‑Equity Incentive Plan Compensation ($) | — | |
| Change in Pension Value/Deferred Comp Earnings ($) | — | |
| All Other Compensation ($) | 10,000 (charitable match) | |
| Total ($) | 314,964 |
Compensation Structure Notes
- Cash vs equity mix: APA targets approximately one‑third cash and two‑thirds equity for director retainers; equity component is deferred until departure from the Board. Benchmarking placed average director compensation at the 50th percentile of the 2024 peer group.
- Retirement plan: Outside Directors’ Retirement Plan participation is limited to members first elected on or before June 30, 2014; Ragauss (appointed December 2014) is not eligible.
Governance Assessment
- Strengths for investor confidence: Independent status; Audit Committee financial expert; deep finance and energy operating background; active Cybersecurity oversight credentials; compliance with 6× ownership guideline; prohibition and compliance with pledging/hedging; consistent attendance.
- Alignment: Equity‑heavy director compensation with full deferral until board exit aligns director interests with long‑term shareholder outcomes; regular quarterly RSU/DSU accruals are standard under APA’s program.
- Conflicts/Red flags: No related‑party transactions disclosed involving Ragauss; no options repricing, hedging, or pledging; committee independence maintained. Noted supplier relationship pertains to another director (ChampionX); monitored by CRG&N.
- Engagement signals: Executive sessions of independent directors held at least twice per year (four in 2024); all directors met attendance threshold; committees actively oversee financial and cybersecurity risks.