Deborah L. Byers
About Deborah L. Byers
Deborah L. Byers, age 63, is an independent director of Kinetik Holdings Inc. (KNTK), serving since July 2022. She is a retired EY executive with a 36-year public accounting career, holds a B.B.A. from Baylor University, is a Certified Public Accountant, and is designated as an Audit Committee Financial Expert; she chairs Kinetik’s Audit Committee and also serves on the Governance & Sustainability Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Americas Industry Leader overseeing markets and growth strategy | Jul 2018 – Jul 2022 | Led across primary industries with focus on global energy markets |
| Ernst & Young LLP | Houston Office Managing Partner and US Energy Leader | Jul 2013 – Jul 2018 | Led US energy practice |
| Ernst & Young LLP | Managing Partner, Southwest Region Strategy & Transactions | Jul 2008 – Jul 2013 | Led regional S&T practice |
| Ernst & Young (EY) | Various leadership roles in a 36-year career in public accounting | Career culminated in 2022 | Extensive public company accounting, finance and reporting experience |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| Excelerate Energy, Inc. | Director (other public company directorship within last 5 years) | Within last 5 years |
| Civitas Resources, Inc. | Director (other public company directorship within last 5 years) | Within last 5 years |
| DTE Energy Company | Director (other public company directorship within last 5 years) | Within last 5 years |
Board Governance
- Independence: The Board determined Ms. Byers is independent under NYSE and SEC rules; all members of the Audit, Compensation, and Governance Committees are independent.
- Committee assignments and roles (2024): Audit Committee Chair (and Audit Committee Financial Expert) and Governance & Sustainability Committee member.
- Attendance and engagement: In 2024, the Board held 6 meetings; each then-serving continuing director attended or participated in all regularly scheduled Board and committee meetings of which they were a member.
- Board leadership: Kinetik separates Chair and CEO roles; Lead Independent Director is Laura A. Sugg.
- Executive sessions and risk oversight: Independent directors hold regular executive sessions; Audit Committee oversees ERM, cybersecurity, major financial risks, and resolves potential conflicts in related-party transactions.
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $142,500 | Reflects annual cash retainer plus committee chair/member fees under the Director Compensation Policy; policy raised base retainer to $110,000 and annual equity to $140,000 in May 2024. |
| Stock Awards (Annual Equity) | $142,799 | Fully vested RSUs granted May 20, 2024; Ms. Byers elected to defer settlement until service termination. |
| Total | $285,299 | Sum of cash and equity reported for 2024. |
| Policy reference (for context) | $110,000 cash retainer; $35,000 Audit Chair; $140,000 annual equity | Non-Employee and Non-Affiliate Director Compensation Policy as of 2024. |
Performance Compensation
- Kinetik does not use performance-based compensation for non-employee directors; equity is granted as fully vested RSUs (with optional deferral).
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict with KNTK | Notes |
|---|---|---|
| Excelerate Energy, Inc. | None disclosed | Not listed in KNTK related-person transactions; principal related parties are Apache, Blackstone, and I Squared. |
| Civitas Resources, Inc. | None disclosed | Not listed in KNTK related-person transactions; principal related parties are Apache, Blackstone, and I Squared. |
| DTE Energy Company | None disclosed | Not listed in KNTK related-person transactions; principal related parties are Apache, Blackstone, and I Squared. |
- Audit Committee conflict oversight: The Audit Committee (which Ms. Byers chairs) is responsible for reviewing and resolving related-party transactions, including those involving Blackstone or I Squared affiliates.
Expertise & Qualifications
- CPA and B.B.A. (Baylor University), with deep public company accounting, finance, and reporting expertise.
- Energy industry leadership credentials through senior EY roles; recognized as an Audit Committee Financial Expert.
- Board and governance skills aligned with Kinetik’s matrix emphasis on accounting, finance, risk management, and governance.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Class A) | 11,905 shares; combined voting power less than 1%. |
| Class C ownership | None disclosed for Ms. Byers. |
| Pledging/Hedging | Company policy prohibits hedging and prohibits directors/officers from pledging Company securities as collateral. |
| Director stock ownership guideline | Non-employee directors must own 5x annual cash retainer; updated policy also requires retention of shares until in compliance. |
| Compliance with guideline | All non-employee directors except Mr. Ordemann (appointed Apr 2024; time to comply until Nov 2028) are in compliance (implies Ms. Byers is compliant). |
Governance Assessment
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Strengths
- Independent Audit Committee Chair and Audit Committee Financial Expert; direct oversight of ERM, cybersecurity, and related-party conflicts enhances investor confidence.
- Strong engagement/attendance (all continuing directors attended all regularly scheduled Board and committee meetings in 2024).
- Ownership alignment through stock ownership guidelines (5x retainer) and anti-hedging/anti-pledging policy; Ms. Byers is compliant and holds 11,905 shares.
- Board structure separates Chair/CEO and includes a Lead Independent Director; 90% of directors are independent.
- Shareholder support: 2024 Say-on-Pay received 99.7% approval, signaling broad governance support.
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Watch items / potential conflicts
- Sponsor concentration: Blackstone holds ~49% combined voting power and designates three directors; I Squared holds ~16.9% and designates one—heightened related-party risk requires vigilant independent oversight.
- Related-party transactions (e.g., with Apache historically; and policies covering Blackstone/I Squared) are actively overseen by the Audit Committee—mitigated by Ms. Byers’ committee leadership.
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Overall implication: Ms. Byers brings strong financial and energy expertise with leadership of a fully independent Audit Committee, aligning with best practices on risk and conflicts oversight; governance risks from sponsor concentration are present at the board level but are counterbalanced by committee independence, policies, and her role as Audit Chair.