Kevin S. McCarthy
About Kevin S. McCarthy
Kevin S. McCarthy (age 65) has served as an independent director of Kinetik since 2017; he previously served as the Company’s Chair (Mar 2017–Nov 2018) and as its CEO (Dec 2016–Feb 2017). He is Chair of the Compensation Committee, a member of the Audit Committee, and the Board has designated him an Audit Committee Financial Expert; he is independent under NYSE rules. McCarthy was Vice Chairman of Kayne Anderson Capital Advisors (2019–2023), co-founded its energy infrastructure securities business, and earlier led global energy investment banking at UBS; he holds a B.A. (Amherst) and an MBA (Wharton).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kinetik (and predecessor) | Chair of the Board | Mar 2017 – Nov 2018 | Board leadership during early corporate phases |
| Kinetik (and predecessor) | Chief Executive Officer | Dec 2016 – Feb 2017 | Founding-stage leadership (inception) |
| Kayne Anderson Capital Advisors | Vice Chairman | 2019 – 2023 | Co-founded energy infrastructure securities; chaired/led closed-end funds |
| UBS Securities LLC | Global Head of Energy | Prior to 2004 | Led global energy banking; prior similar roles at PaineWebber and Dean Witter Reynolds |
External Roles
| Company | Role | Tenure (disclosed) | Notes |
|---|---|---|---|
| Plains All American Pipeline, L.P. | Director | Within last 5 years | Listed as other public company directorship |
| Chord Energy | Director | Within last 5 years | Listed as other public company directorship |
| Whiting Petroleum Corporation | Director | Within last 5 years | Listed as other public company directorship |
Board Governance
- Independence and roles: Independent director; Compensation Committee Chair; Audit Committee member; Board-designated Audit Committee Financial Expert. Lead Independent Director role held by Laura A. Sugg.
- Committee assignments (2024): McCarthy served on Audit (member) and Compensation (Chair); Board committees were comprised of independent directors.
- Attendance and engagement: In 2024 the Board met 6 times; Compensation Committee met 8 times; Audit Committee met 5 times. All then-serving continuing directors attended or participated in all regularly scheduled Board and committee meetings of which they were members.
- Executive sessions and governance processes: Independent directors meet regularly in executive session; annual Board and committee self-evaluations are conducted.
- Related-party oversight: Audit Committee is tasked to resolve potential conflicts in related-party transactions, including those involving Blackstone and I Squared.
Fixed Compensation (Director)
| Component (Policy) | 2024 Policy Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $110,000 | Increased in May 2024 from $100,000 to $110,000 |
| Compensation Committee Chair Retainer | $20,000 | Additional to base retainer |
| Audit Committee Chair Retainer | $35,000 | For context (not applicable to McCarthy in 2024) |
| Lead Director Retainer | $30,000 | For context (not applicable to McCarthy) |
| Director (2024) | Cash Fees | Equity Grant (Grant-date fair value) | Total |
|---|---|---|---|
| Kevin S. McCarthy | $107,500 | $142,799 | $250,299 |
| Grant on May 20, 2024 (fully vested shares) | |||
Performance Compensation (Director)
| Equity Instrument | Grant Date | Terms | Grant-date Fair Value |
|---|---|---|---|
| Fully vested Class A Common Stock (in lieu of RSUs) | May 20, 2024 | Director annual equity; fully vested at grant | $142,799 |
Director stock ownership requirement: Non-employee directors must own Company stock equal to 5x annual cash retainer; all non-employee directors other than Mr. Ordemann (appointed April 3, 2024) were in compliance as of February 2024.
Hedging/pledging: Directors are prohibited from hedging and from pledging Company securities; directors and officers may not hold Company securities in margin accounts.
Context for McCarthy’s pay-for-performance oversight (as Compensation Chair)
Kinetik’s 2024 annual incentive plan for NEOs applied these quantitative metrics (70% combined with safety/sustainability) and qualitative goals (30%), resulting in a 180% of target payout, certified in Q1 2025.
| Metric | Threshold | Target | Maximum | 2024 Actual | Weight | Payout Contribution |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 940.0 | 960.0 | 980.0 | 971.0 | 20% | 31.1% |
| Levered FCF ($mm) | 308.7 | 358.7 | 408.7 | 410.1 | 15% | 30.0% |
| Net Debt/EBITDA (x) | 4.00 | 3.72 | 3.50 | 3.56 | 15% | 25.7% |
| TRIR | 1.75 | 1.15 | 0.55 | 0.75 | 6.7% | 11.1% |
| MVIR | 2.00 | 1.50 | 1.00 | 1.36 | 6.7% | 8.5% |
| Methane Intensity (YoY change) | -8.00% | -13.50% | -19.00% | -23.70% | 6.7% | 13.3% |
| Qualitative (strategic/TSR/governance) | — | — | — | 200% | 30% | 60.0% |
| Total | 100% | 180.0% | ||||
Say-on-Pay: Stockholders supported 2024 NEO compensation with 99.7% approval at the 2024 annual meeting.
Other Directorships & Interlocks
| Company | Role | Potential Interlock Relevance |
|---|---|---|
| Plains All American Pipeline, L.P. | Director | None disclosed by Kinetik; standard related-party policies apply |
| Chord Energy | Director | None disclosed by Kinetik; standard related-party policies apply |
| Whiting Petroleum Corporation | Director | None disclosed by Kinetik; standard related-party policies apply |
Expertise & Qualifications
- Energy finance and investment expertise from leadership at Kayne Anderson and global energy banking roles; extensive capital markets and M&A experience.
- Audit Committee Financial Expert designation by the Board.
- Qualifications cited include energy finance, accounting, and investment experience.
Equity Ownership
| Holder | Class A Shares | % of Class A | Class C Shares | Combined Voting Power % |
|---|---|---|---|---|
| Kevin S. McCarthy | 103,357 | <1% | — | <1% |
- Anti-hedging and anti-pledging policies apply to directors (no hedging, no pledging, no margin accounts).
- Director stock ownership requirement: 5x annual cash retainer; compliance noted for all non-employee directors except one newly appointed director as of Feb 2024.
Governance Assessment
-
Strengths
- Independent director; Chair of Compensation and member of Audit; designated Audit Committee Financial Expert.
- Strong engagement: Board (6), Compensation (8), and Audit (5) meetings in 2024 with all continuing directors attending all regularly scheduled meetings of bodies they serve on.
- Pay-for-performance oversight: Clear, multi-metric framework (EBITDA, LFCF, leverage, safety/sustainability), with a certified 180% payout for 2024; say-on-pay approval at 99.7% in 2024.
- Shareholder alignment: Annual equity retainer; director ownership requirement (5x retainer) with compliance; prohibitions on hedging/pledging; regular independent director executive sessions.
-
Related-party/Conflict Controls
- Audit Committee formally oversees and resolves potential conflicts for related-party transactions, including with sponsor shareholders (Blackstone, I Squared). No related-party transactions involving Mr. McCarthy are identified in the proxy.
-
Ownership Concentration (Context, not specific to McCarthy)
- Blackstone owns ~49% combined voting power and I Squared ~16.9%, with director designation rights; committees are composed of independent directors per Board determination.
No RED FLAGS identified in filings for Mr. McCarthy (no attendance issues, no related-party transactions disclosed for him, and alignment policies in place).