Jamie Welch
About Jamie Welch
Jamie Welch (age 58) is Kinetik’s President & CEO and a director since February 2022, with prior senior roles at Energy Transfer (Group CFO and Head of Business Development, 2013–2016), Credit Suisse (Head of EMEA Investment Banking and Global Energy Group), and legal experience at Milbank and Minter Ellison; he holds a Bachelor of Law and Diploma of Legal Practice from Queensland University of Technology . Under his leadership, Kinetik achieved 2024 adjusted EBITDA of $971 million used for annual incentive metrics and delivered record year-over-year adjusted EBITDA growth of 16%, natural-gas processed volume growth of 13%, leverage below the 3.5x target, and a 4% dividend increase . TSR was strong: 74.8% absolute TSR cited in 2024 qualitative metrics and 14.5% for 2023 (17.8% through Dec. 11, 2023 pre-secondary offering) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kinetik Holdings Inc. | President & CEO; Director | 2022–present | CEO leading Delaware Basin expansion and strategic transactions |
| BCP Raptor Holdco GP, LLC (BCP GP) | President, CEO & CFO; Director | 2017–2022 | Led private equity-backed midstream growth; transitioned assets to Kinetik |
| Energy Transfer Equity family | Group CFO & Head of Business Development | 2013–2016 | Finance and BD leadership; served on boards of ETE, Energy Transfer Partners, Sunoco Logistics |
| Credit Suisse | Head of EMEA Investment Banking; Head of Global Energy Group; Mgmt Committees | 1997–2013 | Built energy investment banking franchise; global leadership roles |
| Lehman Brothers | Senior VP, global utilities & project finance | Pre-1997 | Project finance and utilities coverage |
| Milbank; Minter Ellison | Attorney / Barrister and solicitor | Early career | Legal foundation in energy/finance transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Blackstone Energy Transition Partners | Senior Advisor | Since 2016 | Strategic advisory to Blackstone’s energy transition platform |
| ETE, Energy Transfer Partners, Sunoco Logistics | Board member (historical) | Prior years | Prior public company board experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 676,000 | 720,000 |
| Target Bonus (% of Base) | 100% | 122% |
| Actual Annual Incentive Payout (% of Target) | 117% | 180% |
| Bonus ($, qualitative component) | 237,276 | 475,200 |
| Non-Equity Incentive ($, objective metrics) | 553,644 | 1,108,800 |
Notes: 2023 and 2024 awards were elected to be received in fully vested Class A shares rather than cash .
Performance Compensation
Annual Incentive Structure (2024)
| Metric | Weighting | Target | Actual | Payout (% of target metric) | Percent of target bonus earned | Vesting/Timing |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 20% | 960.0 | 971.0 | 156% | 31.1% | Paid post-certification (elected in shares) |
| Levered Free Cash Flow ($mm) | 15% | 358.7 | 410.1 | 200% | 30.0% | Paid post-certification |
| Net Debt/EBITDA (x) | 15% | 3.72x | 3.56x | 172% | 25.7% | Paid post-certification |
| TRIR | 6.7% | 1.15 | 0.75 | 167% | 11.1% | Paid post-certification |
| MVIR | 6.7% | 1.50 | 1.36 | 128% | 8.5% | Paid post-certification |
| Methane Intensity (% change) | 6.7% | -13.5% | -23.7% | 200% | 13.3% | Paid post-certification |
| Qualitative Company Objectives | 30% | — | — | 200% | 60.0% | Paid post-certification |
| Total | 100% | — | — | — | 180.0% | Paid post-certification |
Key qualitative drivers in 2024 included accretive transactions (Durango Midstream acquisition; Barilla Draw assets), long-term commercial agreements, EPIC Crude ownership increase, CO2 sales agreement with Infinium, and absolute TSR of 74.8% .
Long-Term Incentives
| Award Type | Grant Date | Target/Units | Performance Metric(s) | Performance Period | Vesting |
|---|---|---|---|---|---|
| PSUs | 3/7/2024 | 101,419 target | 50% absolute TSR; 50% relative TSR vs defined peer set | 1/1/2024–12/31/2026 | Earned 0–200% based on performance; vest 12/31/2026 |
| RSUs | 3/7/2024 | 32,282 | Time-based | — | Cliff vest 1/1/2027 |
| RSUs (prior) | 3/10/2023 | 26,195 | Time-based | — | Cliff vest 1/1/2026 |
PSU peer group for relative TSR includes Antero Midstream, Equitrans, ONEOK, DT Midstream, Hess Midstream, Plains All American, Energy Transfer, Kinder Morgan, Targa, EnLink, MPLX, Williams, Enterprise Products, NuStar, Western Midstream .
Grants and Fair Values (2024)
| Award | Units | Grant-Date Fair Value ($) |
|---|---|---|
| PSUs (target) | 101,419 | 3,728,162 |
| RSUs | 32,282 | 1,137,941 |
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Class A Owned (sh) | Class A % | Class C Owned (sh) | Class C % | Combined Voting Power (sh) | Combined Voting % |
|---|---|---|---|---|---|---|
| 4/1/2024 | 3,567,496 | 5.93% | 798,320 | * | 4,341,427 | 2.83% |
| 3/28/2025 | 3,598,993 | 5.9% | 798,320 | * | 4,372,928 | 2.8% |
Notes: Includes small positions in spouse’s IRA and 401(k) accounts; Consideration Allocation Rights are excluded from combined voting power until settled . Welch stated on Q3’25 call he “has never sold one share,” reinforcing alignment, though this is a management assertion .
Outstanding Unvested Awards (12/31/2024)
| Award | Units Unvested | Market Value ($) |
|---|---|---|
| Class C Shares (Consideration Allocation; time-based) | 325,566 | 18,462,848 (at $56.71) |
| Class A Shares (Consideration Allocation; time-based) | 2,319,646 | 131,547,125 |
| Class A Shares (MOIC performance-based) | 395,416 | 22,424,041 |
| RSUs (3/10/2023) | 26,195 | 1,485,518 |
| RSUs (3/7/2024) | 32,282 | 1,830,712 |
| PSUs (3/7/2024 target) | 101,419 | 5,751,471 |
| PSU dividend equivalents (unvested) | 5,563 | 315,484 |
Vesting schedules: Consideration Allocation Shares cliff vest 2/25/2026 (Welch), with MOIC performance condition for certain Class A Shares; RSUs vest 1/1/2026 and 1/1/2027; PSUs vest 12/31/2026, 0–200% earned .
Ownership Policies and Hedging/Pledging
- Executive stock ownership: CEO required ≥6x base salary; all NEOs in compliance as of 12/31/2024 .
- Insider Trading Policy prohibits hedging and pledging by directors and officers; margin accounts also prohibited .
Employment Terms
| Provision | Summary |
|---|---|
| Severance Plan (adopted 2/28/2024) | Non-CIC: lump sum equal to nine weeks of base+target bonus per year of service (min 9 weeks, max 52 weeks) and 36 months medical benefit; CIC (within 24 months post-CIC): 2.5x base+target bonus, prorated bonus, 36 months medical, 401(k)/HSA employer contribution equivalent for 30 months, up to $75k outplacement, accelerated vesting (performance awards at greater of target or actual), subject to release and 4999 cutback . |
| Change-in-Control (Severance Plan) | Defined to include >50% voting power change, merger where pre-merger holders own ≤50%, or sale of substantially all assets . |
| Consideration Allocation Shares CIC/Termination | Upon CIC or termination without cause, for good reason, death or disability: all restrictions lapse; for Welch’s performance-based Class A, performance condition deemed met . |
| Clawback | Adopted effective 10/2/2023; recovery of incentive compensation paid in prior 36 months upon material restatement . |
| Tax gross-ups | No Section 280G or 409A tax gross-ups provided . |
Illustrative potential payouts at 12/31/2024 (value at $56.71/share):
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|
| CIC only | 0 | 173,919,532 | 173,919,532 |
| Termination w/o Cause or Good Reason in CIC period | 5,196,569 | 7,897,661 | 13,094,231 |
| Non-CIC termination w/o Cause | 1,798,444 | 172,438,014 | 174,232,458 |
| Non-CIC resignation for Good Reason | 1,798,444 | 174,622,091 | 176,420,535 |
| Death/Disability | 1,078,444 | 181,817,194 | 182,895,638 |
Board Governance
- Board role: Welch serves as CEO and director; he is not on Board committees .
- Governance checks on dual roles: Chair and CEO roles are separated; David Foley (independent) serves as non-executive Chair; a Lead Independent Director (Laura Sugg) is designated annually; all committees comprise independent directors .
- Committee service/attendance: Board held 6 meetings in 2024; all continuing directors attended meetings of Board and committees of which they were members .
- Independence: 9 of 10 directors are independent under NYSE standards; all committee members independent .
- Executive sessions: Independent directors meet regularly in executive session without management present .
Director Compensation (context for dual role)
- Employee directors and Blackstone/I Squared designees receive no director pay; non-employee director compensation in 2024 was $110,000 annual cash retainer; chair retainers for Audit ($35k), Compensation ($20k), Governance ($15k); annual equity compensation $140,000; director ownership requirement 5x annual cash retainer, with retention requirements until compliance .
- 2024 director compensation examples: Byers $285,299 total; Leland $250,299; McCarthy $250,299; Ordemann $224,695; Sugg $295,299 .
Compensation Peer Group and Say-on-Pay
- 2024 executive compensation peer group includes Western Midstream, DCP Midstream, Antero Midstream, Magellan, EnLink, NuStar, Equitrans, DT Midstream, Crestwood, Genesis Energy .
- Say-on-pay support: 99.7% approval in 2024; 99.8% approval in 2023, consistent with strong shareholder endorsement .
Performance & Track Record
- 2024 achievements: record volume and adjusted EBITDA growth; $1B strategic transactions (Durango acquisition; GCX stake sale funding), increased EPIC Crude ownership to 27.5%, connector pipeline announced, Barilla Draw assets acquired, Kings Landing construction progressed, reduced leverage below 3.5x, dividend increased 4%, and S&P positive outlook .
- 2025 execution updates: Q2’25 adjusted EBITDA $242.9 million; updated 2025 guidance to $1.03–$1.09B; leverage ratio 3.6x and Net Debt/Adjusted EBITDA 4.0x; commissioning of Kings Landing; construction of ECCC pipeline; acid gas injection permit filed .
- Q3’25 call: Management acknowledged guidance shortfalls over past four quarters driven by commodity headwinds, producer curtailments, and timing of Kings Landing in-service; Welch emphasized accountability and his status as largest individual owner “who has never sold one share”; initiatives include enhanced forecasting (AI/ML), cost reductions, LNG pricing agreement with INEOS from 2027, and firm transport capacity to Gulf Coast commencing 2028 .
Equity Ownership & Alignment (additional context)
- Insider trading policy prohibits hedging/pledging for directors and officers; overall governance policies emphasize alignment via stock ownership and clawbacks .
Investment Implications
- Pay-for-performance alignment is strong: high at-risk mix, robust PSU weighting (75% of LTI for CEO) tied to absolute and relative TSR, and sustainability/safety metrics embedded in annual incentive structure .
- Retention risk is mitigated by substantial unvested awards vesting through early 2026 (Consideration Allocation Shares and MOIC-based performance shares), plus a competitive severance plan with double-trigger CIC protections and accelerated vesting—creating strong retention and potential equity overhang but aligning management with long-term value creation .
- Near-term trading signals show sensitivity to commodity price volatility and producer curtailments; management is securing premium egress and LNG-linked pricing to reduce Waha exposure, but 2025–2026 earnings cadence remains dependent on volumes ramping at Kings Landing, ECCC in-service, and improved in-basin pricing .
- Governance structure (independent Chair, Lead Independent Director, independent committees) mitigates dual-role risks; high say-on-pay approval suggests investors endorse the program and execution despite recent guidance resets .