Stephen J. Riney
APAAbout Stephen J. Riney
Stephen J. Riney is APA’s President and Chief Financial Officer, appointed in January 2024 after serving as Executive Vice President since February 2015 and CFO since March 2015; he is 64 years old . Prior to APA, he was CFO for BP Exploration and Production (2012–2015) and global head of M&A at BP p.l.c. (2007–2012), and earlier spent eight years with Amoco in roles across upstream finance, petrochemicals M&A, corporate planning, and downstream marketing . Company performance during his tenure features cyclical outcomes: in 2024 APA’s TSR translated to $99.33 on a $100 initial investment vs. $186.27 for the peer group, net income was $804 million and free cash flow was $841 million; 2023 net income was $2,855 million and FCF $965 million; 2022 net income was $3,674 million and FCF $2,458 million . APA highlights operational milestones in 2024 including $869 million goal-defined free cash flow, returning $599 million to shareholders, investment-grade status at all three agencies, and raising Callon synergies to $250 million run-rate, alongside Suriname Block 58 FID .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| APA Corporation | President and CFO | Appointed Jan 2024 | Elevated responsibilities post-Callon acquisition; leads finance and corporate strategy |
| APA Corporation | Executive Vice President; Chief Financial Officer | EVP since Feb 2015; CFO since Mar 2015 | Oversight of corporate finance and capital allocation through commodity cycles |
| BP Exploration and Production | Chief Financial Officer | Jul 2012–Jan 2015 | Oversaw accounting, business development, planning, and commercial operations for upstream segment |
| BP p.l.c. | Global Head of M&A | Jan 2007–Jun 2012 | Led global mergers and acquisitions |
| Amoco Corporation | Finance, M&A, planning, downstream marketing | Eight years | Roles in upstream finance, petrochemicals M&A, corporate planning, downstream marketing |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public-company board roles disclosed in his proxy biography |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 795,000 | 795,000 | 900,000 |
| Stock Awards ($) | 4,459,396 | 4,414,677 | 4,299,113 |
| Non-Equity Incentive Plan Compensation ($) | 1,167,855 | 1,160,700 | 1,177,200 |
| All Other Compensation ($) | 307,699 | 307,392 | 331,114 |
| Total ($) | 6,729,950 | 6,677,769 | 6,707,427 |
2024 annual incentive details:
| Item | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Target Bonus % of Salary | — | — | 120% |
| Target Bonus ($) | — | — | 1,080,000 |
| Corporate Performance Result (%) | — | — | 109% |
| Individual Performance Factor (%) | — | — | 100% |
| Actual Annual Incentive ($) | — | — | 1,177,200 |
Base salary change in 2024 recognized his promotion to President and CFO (from $795,000 to $900,000, +13.21%) .
All other compensation components (2024):
| Component | Amount ($) |
|---|---|
| Company contributions to retirement plans | 46,000 |
| Company contributions to non-qualified plans | 242,498 |
| Life insurance premiums | 16,092 |
| Use of company property (aircraft) | 3,710 |
| Enhanced long-term disability | 22,814 |
Performance Compensation
2024 target long-term incentive value mix:
| Component | FY 2024 Target ($) |
|---|---|
| Performance Awards (CROIC, TSR, Sustainability) | 3,240,000 |
| Restricted Stock Units (RSUs) | 2,160,000 |
| Total | 5,400,000 |
2024 grants (units and grant-date fair value):
| Grant Type | Target Units (#) | Grant-Date Fair Value ($) |
|---|---|---|
| TSR performance RSUs | 38,422 | 1,295,974 |
| Sustainability performance RSUs | 19,211 | 647,987 |
| Cash-settled RSUs | 25,615 | 863,994 |
| Stock-settled RSUs | 38,422 | 1,295,974 |
| CROIC cash award (target) | — | 1,296,000 (target); threshold 648,000; max 2,592,000 |
2024–2026 performance award structure and vesting:
- Metrics and weightings: CROIC 40%, Relative TSR 40%, Sustainability 20% .
- CROIC target matrix (three-year average WTI price): threshold/target/max scale ranging from 20%/23%/25% at $49 WTI up to 35%/40%/43% at $89 WTI; payouts 0–200% of target .
- Relative TSR payout schedule ranks 1–23 with median (rank 12 of 23) paying 95% of target; capped at 1x if absolute TSR is negative .
- Sustainability goal: 50% reduction in global methane intensity vs. 2021 baseline by year-end 2026 .
- Vesting: 50% at end of year 3 and 50% at end of year 4 (cash settlement for certain RSUs) .
Performance awards earned for 2022 grants (measurement Jan 1, 2022–Dec 31, 2024):
| Metric | Weight | Payout Commentary | Payout (%) |
|---|---|---|---|
| CROIC | — | Above-target 3-year CROIC driven by 2022 outperformance; share buybacks and debt paydown aided invested capital reduction | 78 |
| Relative TSR | — | Ranked high in 2022 but dropped by 2024 due to Egypt and North Sea headwinds; payout 0% | 0 |
| Sustainability | — | Achieved via >50 projects; eliminating flaring at Egypt remote facilities accounted for ~80% of CO2e eliminated | 40 |
| Final achievement | — | — | 118 |
2024 corporate performance scorecard (for annual incentive): Final achievement 109% driven by free cash flow, cash cost/BOE, drilling capital efficiency, F&D cost, safety, and returning ≥60% FCF to shareholders; long-term outlook component did not receive credit due to international headwinds .
Equity Ownership & Alignment
Beneficial ownership (as of Feb 28, 2025):
| Item | Amount |
|---|---|
| Options (exercisable within 60 days) | 111,732 shares |
| Deferred stock units | — |
| Retirement plans | 94,682 shares |
| Total beneficial ownership | 401,004 shares; <1% of outstanding |
| Unvested RSUs excluded (company-wide disclosure) | 147,680 units (Riney) |
Outstanding option awards (selected):
| Options Exercisable (#) | Exercise Price ($/sh) | Expiration |
|---|---|---|
| 40,968 | 41.24 | 02/03/2026 |
| 26,934 | 63.25 | 01/05/2027 |
| 43,830 | 46.27 | 01/16/2028 |
Upcoming vesting and settlement mechanics:
- RSUs vest ratably on 02/01/2025, 01/08/2026, and 01/08/2027 (mix of cash-settled and stock-settled RSUs) .
- 2022 performance awards: 50% vested on 02/05/2025 and remaining 50% vests on or about 01/01/2026 (cash settlement for RSUs) .
- Many RSU awards “may be paid only in cash,” which can reduce market selling at vest relative to share-settled awards .
Ownership policies:
- Pledging and hedging strictly prohibited for directors and executive officers; company states full compliance as of the proxy date .
- Executive officer stock ownership guidelines require holdings equal to specified multiples of salary and a 15% after-tax hold on all shares acquired from RSU vesting and performance awards; no defined benefit plan for U.S. employees .
Employment Terms
Termination and change-in-control economics (Riney, assuming termination on Dec 31, 2024):
| Scenario | Cash Benefits ($) | Health Insurance ($) | Life Insurance ($) | Unvested & Accelerated Awards ($) | Total ($) |
|---|---|---|---|---|---|
| Retirement/Voluntary | — | — | — | 7,707,607 | 7,707,607 |
| For Cause | — | — | — | — | — |
| Termination without Cause | 2,655,000 | 9,550 | — | 6,800,931 | 9,465,481 |
| Change in Control Termination | 7,391,465 | 19,101 | 31,190 | 10,276,809 | 17,718,565 |
| Death or Disability | — | — | — | 10,276,809 | 10,276,809 |
Key plan terms:
- Executive Termination Policy (ETP): CEO 2x base salary; other NEOs 1.75x base salary; prorated bonus; 12 months COBRA subsidy; prorated vesting of RSUs/options; performance awards prorated if ≥1 year in program .
- Income Continuance Plan (ICP) for change-in-control: 12× monthly compensation lump sum for executive officers, plus 24 months’ monthly compensation; prorated bonus; two years of employer retirement contributions; 24 months of medical/dental/vision at active rates, grossed-up for after-tax amounts; continued life insurance for 24 months; full accelerated vesting of all equity at target for in-flight performance awards (double trigger) .
- Equity awards under the 2016 plan automatically vest upon both a change of control and termination (double trigger) .
- Clawback policy effective for compensation received on/after Oct 2, 2023 for accounting restatements; recovery without regard to income taxes .
- APA states it does not utilize executive officer employment contracts; double-trigger change-in-control provisions; no option repricing; no guaranteed bonuses; no tax gross-ups except for standard expatriate equalization, while ICP includes gross-up on after-tax benefit payments .
Deferred compensation (2024 activity and balances):
| Plan | Exec Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| Non-Qualified Retirement/Savings Plan | 134,356 | 242,498 | (668,476) | 4,617,832 |
Compensation Structure Notes and Say-on-Pay
- 2024 NEO pay mix emphasized at-risk comp; APA increased Riney’s salary with promotion and raised target annual incentive (20%) and long-term incentive targets to reflect expanded responsibilities post-Callon acquisition; actual annual incentive paid at 109% of target .
- 2025 changes: APA added stock options to LTI mix and increased relative TSR weighting, reducing time-based RSUs to strengthen linkage to stock performance .
- Compensation peer group used for benchmarking includes E&P companies across 0.4–4.0× revenues and 0.8–5.4× assets; APA targets median market compensation; 2024 peer list includes Antero, Diamondback, EOG, Occidental, Devon, Marathon, Hess, Coterra, Ovintiv, Chesapeake, Pioneer (subsequently replaced by Civitas for 2025) .
- 2024 say‑on‑pay vote received ~70% support; APA engaged with holders representing ~54% of shares outstanding to address transparency and calibration concerns .
Risk Indicators and Governance
- Hedging/pledging prohibited; insider trading policy includes standard blackout periods and preclearance, administered by the Corporate Secretary’s Office .
- No option repricing; robust clawback policy; independent compensation committee retains Pearl Meyer as consultant .
- Related party transactions oversight by CRG&N Committee; APA purchased ~$42.5 million of products/services from ChampionX (where an APA director is CFO) in 2024, representing ~0.01% of ChampionX revenue .
Investment Implications
- Alignment: Riney’s incentives are tightly linked to CROIC and relative TSR, with double-trigger change-in-control and long vesting (3–4 years) encouraging long-term value focus; 2025 addition of stock options further ties upside to share price appreciation .
- Selling pressure: APA’s practice of cash-settling certain RSUs and performance units may limit market selling at vest relative to fully share-settled programs, moderating technical supply from executive vesting events .
- Retention and CoC economics: ETP and ICP provide substantial protections (up to $17.7 million in CoC termination value including accelerated awards), lowering near-term departure risk but increasing potential parachute costs in strategic transactions .
- Ownership: Beneficial ownership is <1% and option holdings have expirations out to 2028; stock ownership guidelines and 15% after-tax hold policy reinforce ongoing alignment, with pledging/hedging bans removing a key red flag .