Laura A. Sugg
About Laura A. Sugg
Independent director since 2022 (age 64), Lead Independent Director, and Chair of the Governance & Sustainability Committee at Kinetik Holdings Inc. She is a retired ConocoPhillips executive with broad leadership across Australasia, Midstream, and Global Gas divisions, plus VP HR Upstream; she holds a B.S. in Chemical Engineering from Oklahoma State University and is active in governance education (G100 Board Excellence; NACD) . The Board determined she is independent under NYSE rules; she served as Lead Independent Director in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConocoPhillips | Executive roles: led Australasia, Midstream, Global Gas; VP HR Upstream; prior roles in Engineering/Operations, Corporate & Strategic Planning, M&A, Treasury, Marketing | Through 2010 (retired) | Senior leadership, human capital, regulatory and financial experience |
| BCP Raptor Holdco GP, LLC | Director | Dec 2020 – Feb 2022 | Predecessor governance experience tied to Kinetik formation |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Public Service Enterprise Group | Director | Within last 5 years | — |
| Murphy Oil | Director | Within last 5 years | — |
| Denbury Resources | Director | Within last 5 years | — |
Board Governance
- Current roles: Lead Independent Director; Chair, Governance & Sustainability Committee; Member, Compensation Committee; prior Audit Committee service (Jan 1, 2023 – Apr 2, 2024) .
- Independence: Board determined she is independent; all members of Audit, Compensation, and Governance committees are independent .
- Attendance: Board held 6 meetings in 2024; each continuing director attended all Board and applicable committee meetings (100% attendance) .
- Executive sessions: Independent directors meet regularly in executive session; Chairman presides .
- Lead Independent Director responsibilities: liaison to Non-Affiliated Directors, approves Board information, consults on agendas and schedules, available for direct shareholder communication .
| Committee | Position | 2024 Meetings | Notes |
|---|---|---|---|
| Governance & Sustainability | Chair | 5 | Oversees board refreshment, governance docs, and sustainability oversight (including the annual sustainability report) |
| Compensation | Member | 8 | Oversees executive pay, clawback administration, peer benchmarking, and director compensation |
| Audit | Former Member (until Apr 2, 2024) | 5 (2024) | Oversees ERM and cybersecurity; resolves related-party conflicts |
Fixed Compensation
| Component | Policy Value | 2024 Actual (Sugg) | Notes |
|---|---|---|---|
| Annual Cash Retainer | $110,000 | $152,500 (cash fees total) | Includes Lead Director retainer ($30,000) and Governance Chair retainer ($15,000); actual cash reflects timing/proration under policy |
| Lead Director Cash Retainer | $30,000 | Included in fees | — |
| Governance Chair Cash Retainer | $15,000 | Included in fees | — |
- Director compensation policy increased in May 2024: cash retainer from $100,000 to $110,000 and annual equity from $125,000 to $140,000 to align with peers .
Performance Compensation
| Component | Policy Value | 2024 Actual (Sugg) | Terms |
|---|---|---|---|
| Annual Equity Compensation (fully vested RSUs) | $140,000 | $142,799 grant date fair value (May 20, 2024) | Settlement deferred until termination of service or change of control (Sugg election) |
- Anti-hedging and anti-pledging: Directors are prohibited from hedging and pledging company stock; employees require preclearance for any pledge; directors/officers are prohibited from pledging .
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Conflict Notes |
|---|---|---|
| Public Service Enterprise Group | Public company | No Kinetik-related transactions disclosed in proxy - |
| Murphy Oil | Public company | No Kinetik-related transactions disclosed in proxy - |
| Denbury Resources | Public company | No Kinetik-related transactions disclosed in proxy - |
- Related-party governance: Audit Committee reviews and resolves conflicts in related-party transactions and oversaw policies with Blackstone, I Squared and former Apache arrangements -.
- Board composition influences: Blackstone owned ~49% combined voting power and designated three directors; I Squared ~16.9% and designated one (rights scaled down in March 2025) .
Expertise & Qualifications
- Energy industry, operational and corporate matters; senior leadership; human capital management; regulatory and financial matters .
- Governance education: G100 Board Excellence; NACD membership .
- Kinetik board skills framework emphasizes finance, risk, industry, sustainability, and human capital oversight; Sugg’s background aligns strongly with these domains .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class C Shares | Combined Voting Power % |
|---|---|---|---|---|
| Laura A. Sugg | 64,659 | <1% | — | <1% |
- Director stock ownership requirement: at least 5x annual cash retainer; all non-employee directors except Mr. Ordemann are in compliance (Sugg compliant) .
- Stock ownership retention: directors must retain shares from equity awards until guidelines met .
- Insider trading policy: prohibits hedging and pledging by directors .
Governance Assessment
-
Strengths
- Lead Independent Director role and chairing Governance enhances independent oversight of strategy, sustainability, and board refreshment .
- 100% attendance and active committee engagement indicate robust participation and oversight -.
- Strong policies: clawback for executives, anti-hedging/pledging, annual director elections, executive session practice, and stockholder-friendly provisions (special meeting, written consent) support investor alignment .
- Say-on-pay support of 99.7% in 2024 signals shareholder confidence in board compensation oversight .
-
Considerations
- Concentrated shareholder influence: Blackstone’s designation rights (three directors; non-executive chair right through Dec 31, 2024) and ~49% combined voting power may heighten related-party oversight needs; Audit Committee conflict-resolution authority is critical .
- Executive sessions presided by the Chairman (rather than the Lead Independent Director) is a structural nuance that may warrant monitoring for independent director voice balance .
-
RED FLAGS
- None disclosed specific to Sugg (no related-party transactions or pledging/hedging activity identified) -.
- Board influence by large shareholders requires ongoing vigilance; however, independence standards and committee structures mitigate risks - .