David I. Foley

About David I. Foley

David I. Foley, age 57, is an independent director of Kinetik Holdings Inc. and has served as Chairman of the Board since February 2022 . He is a Senior Managing Director in Blackstone’s Private Equity group and Global Head of Blackstone Energy Transition Partners, with over two decades building and leading Blackstone’s energy investments; he holds a B.A. and M.A. in Economics from Northwestern University and an M.B.A. from Harvard Business School . The Board has affirmed his independence under NYSE standards and Company guidelines .

Past Roles

External Roles

Board Governance

• Chair of the Board; roles of Chair and CEO are separated to enhance oversight .
• Committee membership: Compensation Committee (member; not Chair) .
• Lead Independent Director: Laura A. Sugg (designated 2024) .
• Independence: Board determined Foley is independent under NYSE and SEC rules .
• Attendance: The Board held 6 meetings in 2024 and the Compensation Committee held 8; all continuing directors attended all regularly scheduled Board and applicable committee meetings (100% attendance) .
• Blackstone designation rights: Blackstone can nominate three directors (Foley, JP Munfa, Karen Putterman), and previously held the right to designate the non‑executive Chair until Dec 31, 2024; Foley continues as Chair .

Fixed Compensation

• Director stock ownership guidelines for non‑employee directors: 5x annual cash retainer; retention until compliance; primarily applies to directors who receive retainers/equity (policy scope is “Non‑Employee and Non‑Affiliate”) .

Performance Compensation

• None for directors; no bonus or performance equity structure for Blackstone-designated directors (no director compensation paid) .

Other Directorships & Interlocks

Expertise & Qualifications

• Energy investing and private equity leadership; built Blackstone’s energy practice since 1995 .
• Financial expertise and transaction execution across global energy deals .
• Advanced academic credentials in economics and business (Northwestern; Harvard Business School) .
• Board‑level governance experience; currently independent and Board Chair .

Equity Ownership

• Anti‑hedging and anti‑pledging: Company policy prohibits hedging and pledging for directors and officers .
• Director stock ownership obligations apply to non‑employee directors under the policy; Blackstone designees receive no director compensation and are not paid retainers or RSUs under the policy .

Governance Assessment

• Board effectiveness and independence: Foley is affirmatively independent and serves as non‑executive Chair with separation from CEO; strong committee structures and independent chairs support oversight .
• Attendance and engagement: 100% attendance for all continuing directors in 2024; Compensation Committee met 8 times, indicating active oversight cadence .
• Conflicts and related‑party exposure: Elevated potential due to Blackstone’s ~49% combined voting power and three designees (including Foley); mitigants include a formal Related Persons Transactions Policy, Audit Committee authority to resolve conflicts, and requirement for disinterested director supermajority approvals on certain transactions (≥66%) .
• Director pay alignment: Foley receives no director cash or equity due to sponsor‑designee status; while he has no direct beneficial ownership in KNTK equity, sponsor alignment exists via Blackstone’s large ownership stake—investors should weigh sponsor‑level incentives versus individual director “skin‑in‑the‑game” .
• Governance policies: Anti‑hedging/pledging, clawback for executives, annual elections, special meeting rights, and committee charters published; robust governance posture supports investor confidence .
• Leadership structure: Blackstone’s right to designate the Chair expired Dec 31, 2024, but Foley remains Chair; continued sponsor influence is a watchpoint given board composition .

Committee Assignments, Chair Roles, and Expertise

Director Compensation Mix and Ownership Alignment

Potential Conflicts or Related‑Party Exposure

• Sponsor-related transactions and approvals: Audit Committee empowered to review/approve related‑party deals involving Blackstone/I Squared; specific policies govern Apache-related transactions (now terminated as Apache ceased to be a Related Person) .
• Stockholders Agreement: Defines sponsor designation rights and historical chair designation; concentrated sponsor representation is a continuing governance consideration .
• Code of Business Conduct: Prohibits conflicts without consent; requires disclosure and review of related‑party transactions .

Signals and Red Flags

• Sponsor concentration: Three Blackstone designees and ~49% combined voting power—monitor for undue influence and ensure robust disinterested director oversight on material transactions .
• Individual ownership alignment: Foley holds no reported direct KNTK shares; while sponsor alignment is significant, lack of personal holdings may be viewed as reduced individual “skin‑in‑the‑game” .
• Mitigating controls: Independent committee composition, anti‑hedging/pledging, related‑party scrutiny, and strong attendance are positives .

Say‑on‑Pay & Shareholder Feedback (context for Compensation Committee work)

• 2024 say‑on‑pay approval: 99.7% support; compensation program incorporates performance metrics (Adjusted EBITDA, Levered FCF, Net Debt/EBITDA; safety/sustainability) and a clawback policy; Foley serves on this committee .

Summary

David I. Foley brings deep energy investment expertise and serves as an independent non‑executive Chair with Compensation Committee membership and perfect meeting attendance in 2024 . Governance is bolstered by independent committees and formal conflict‑management policies, yet investors should monitor sponsor influence given Blackstone’s board presence and voting power, alongside Foley’s lack of direct KNTK share ownership .