James Lytal

About James H. Lytal

James H. Lytal (age 67) is an independent director of Archrock, Inc. since April 2015 and currently serves as Chair of the Compensation Committee and a member of the Governance and Sustainability Committee . He brings over 40 years of midstream oil and gas experience in executive leadership and advisory roles, with deep familiarity in managing midstream assets and extensive public-company compensation and governance experience . Lytal holds a BS in Petroleum Engineering from The University of Texas at Austin .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Compensation Committee; Member, Governance & Sustainability Committee .
• Committee independence and meetings: Compensation Committee—100% independent directors, 7 meetings, 100% attendance; Governance & Sustainability Committee—100% independent directors, 4 meetings, 100% attendance .
• Board attendance: The Board met 11 times in 2024; all directors attended 100% of regularly scheduled Board and committee meetings; two directors each missed one specially called Board meeting; all directors attended the 2024 Annual Meeting .
• Independence status: The Board determined Lytal is independent under NYSE rules and company principles .
• Engagement: Investor outreach meetings in 2024 included participation by the Compensation Committee Chair and/or the independent Chairman, reflecting active governance engagement .
• Leadership structure: Independent, non-executive Chairman separate from CEO; independent committees and regular executive sessions without management at Board and committee meetings .

Fixed Compensation (Director)

• Program structure: Near-median director compensation with emphasis on equity; ownership guidelines require 5× base retainer ($500,000) in Archrock stock within 5 years of election; all directors in compliance; no hedging or pledging permitted .

Performance Compensation (Director)

The company’s executive incentives include sustainability, safety, Adjusted EBITDA, and multi-year performance units, but these do not apply to director compensation .

Other Directorships & Interlocks

• Compensation Committee interlocks and insider participation: No matters required to be reported for 2024; committee comprised of independent directors (Hall, Honeybourne, Lytal, Mallett) .
• Related party transactions oversight: Audit Committee policy mandates pre-approval and monitoring; in 2024, related-party revenue was limited to transactions with Hilcorp/Harvest affiliates; the Board considers recusal for the non-independent director (Rebrook) on related matters; no related-party issues disclosed for Lytal .

Expertise & Qualifications

• Midstream leadership and asset management expertise; over four decades in sector .
• Public company governance experience including chair roles (Compensation, Conflicts) and Audit Committee service .
• Technical education in petroleum engineering (BS, UT Austin) .

Equity Ownership (Alignment)

• Stock ownership guideline: Directors must hold ≥$500,000 of common stock within five years; all directors in compliance as of June 30 annually .
• Hedging/pledging: Prohibited for directors and employees under the Securities Trading Policy .

Governance Assessment

• Positive signals:

  • Independence and committee leadership: Lytal is independent and chairs a fully independent Compensation Committee with 100% attendance; strong committee governance and Board executive sessions bolster oversight quality .
  • Pay-for-performance oversight: Compensation Committee uses an independent consultant (Pearl Meyer), with independence affirmed; program includes robust metrics (Adjusted EBITDA, sustainability, TSR/CAD) for executives; 2025 shift increases performance-based equity to 50%, aligning with shareholder feedback .
  • Ownership alignment: Director equity grants and strict ownership guidelines, with no hedging/pledging, support alignment; Lytal’s equity portion of director compensation exceeds 50%, in line with company emphasis on at-risk pay for directors (excluding the Chairman) .
  • Engagement: Compensation Chair participation in investor outreach reflects active stewardship and responsiveness to shareholders .

• Watch items / potential conflicts:

  • External roles in energy firms (ColdStream, Trinity Gas Storage, Insight M) warrant ongoing monitoring under the Related Party Transactions Policy; no Archrock-related party transactions disclosed involving Lytal in 2024 .
  • Company-level related-party exposure exists with Hilcorp/Harvest via a non-independent director; Audit Committee monitors and mandates recusals as needed; not tied to Lytal .

• Shareholder signals:

  • 2024 Say-on-Pay support was 88% (below five-year average >95%), prompting program adjustments in 2025—reflects responsive governance by a committee chaired by Lytal .

Appendix: Committee Summary (Director)

Notes on Insider Transactions

• We attempted to fetch Form 4 insider trading records for “Lytal” (AROC) from 2020-01-01 to 2025-11-19 using the insider-trades skill, but the request returned an authorization error. This section is therefore limited to stock ownership disclosure from the proxy statement [Read attempt: insider-trades SKILL.md; tool call error]. The ownership table above reflects the most recent proxy data .