Lindsay Ellis
About Lindsay Ellis
Lindsay Ellis, 38, is General Counsel, Chief Compliance Officer, and Corporate Secretary at Kinetik Holdings Inc. since February 2025, following service as Deputy General Counsel and Corporate Secretary (2022–Feb 2025) and Associate General Counsel at BCP GP (2019–2021). She holds a BA in Political Science and Communication Studies from Southwestern University and a JD from the University of Houston Law Center . Company performance context during the most recent year includes absolute TSR of 74.8%, Adjusted EBITDA growth of 16% YoY, and natural gas processed volume growth of 13% YoY, alongside leverage reduction and sustainability progress (TRIR 0.75, methane intensity reduction), which frame the pay‑for‑performance environment for executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kinetik (BCP GP predecessor) | Associate General Counsel | 2019–2021 | Supported midstream legal, governance, and transaction execution at BCP GP . |
| Kinetik Holdings Inc. | Deputy General Counsel & Corporate Secretary | 2022–Feb 2025 | Led corporate governance and securities law, enabling 2022 transaction integration and ongoing public company compliance . |
| Archaea Energy Inc. | General Counsel & Secretary | 2021–2022 | Directed legal function during growth phase; later consultant to Archaea . |
| Gibson, Dunn & Crutcher LLP | Corporate Associate | 2018–2019 | Advised issuers on capital markets and M&A in energy . |
| Rice Energy Inc. & Rice Midstream Partners LP | Associate General Counsel | 2015–2017 | Managed upstream/midstream legal matters through strategic corporate transitions . |
| Vinson & Elkins LLP | Corporate Associate | 2012–2015 | Counsel to public/private energy companies on transactions . |
External Roles
- No public-company board directorships disclosed for Lindsay Ellis .
Performance Compensation
Company framework affecting executive officers (and setting alignment context for GC role); 2024 NEO plan design and results:
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Payout vs Target | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 20% | 940.0 | 960.0 | 980.0 | 971.0 | 156% | Annual cash/equity award; metrics set Q1; certified Q1 2025 . |
| Levered FCF ($mm) | 15% | 308.7 | 358.7 | 408.7 | 410.1 | 200% | Same as above . |
| Net Debt/EBITDA (x) | 15% | 4.00 | 3.72 | 3.50 | 3.56 | 172% | Same as above . |
| TRIR | 6.7% | 1.75 | 1.15 | 0.55 | 0.75 | 167% | Same as above . |
| MVIR | 6.7% | 2.00 | 1.50 | 1.00 | 1.36 | 128% | Same as above . |
| Methane Intensity change | 6.7% | -8.00% | -13.50% | -19.00% | -23.70% | 200% | Same as above . |
| Qualitative (strategy, TSR, balance sheet) | 30% | — | — | — | Assessed | 200% | Committee evaluated; total payout certified at 180% of target . |
Long-term incentives (company-wide design for executive officers): annual RSUs (3–4 year vesting) and PSUs (3-year absolute/relative TSR to peer set) with 0–200% payout range; 2024 PSU peer group includes Energy Transfer, Targa, Kinder Morgan, Williams, ONEOK, etc. .
Note: Lindsay Ellis’s individual 2025 compensation details are not disclosed; framework above reflects the Company’s NEO program in 2024 that informs executive alignment .
Equity Ownership & Alignment
| Policy/Practice | Company Standard | Notes |
|---|---|---|
| Anti-hedging & anti-pledging | Directors and officers prohibited from hedging and pledging Company securities; margin accounts also prohibited | Applies to Lindsay Ellis as an officer . |
| Insider Trading Policy | Applies to directors, officers, employees; filed as Exhibit 19.1 to 2024 10‑K | Promotes legal compliance; preclearance required in certain cases . |
| Executive Stock Ownership | CEO: 6x base salary; all other executive officers: 3x base salary | Achieve within 5 years from later of Apr 1, 2024 or hire/promotion; compliance for NEOs as of 12/31/2024; individual Ellis compliance not disclosed . |
| Clawback Policy | 36‑month lookback; recovery of incentive comp after material restatements under SEC/NYSE rules | Covers executive officers; administered by Compensation Committee . |
No individual beneficial ownership line item is disclosed for Lindsay Ellis in the ownership table; group totals include all directors and executive officers (15 persons) .
Employment Terms
Company’s Executive Severance Plan (adopted Feb 28, 2024) terms for Tier 1 Executives (NEOs); participation is via a separate agreement. Individual participation for Lindsay Ellis is not disclosed.
| Scenario | Cash | Benefits | Equity | Other |
|---|---|---|---|---|
| Non‑CIC termination without Cause or for Good Reason | Lump sum equal to 9–52 weeks of base + target bonus (nine weeks per year of service; min 9, max 52 weeks) | 36 months medical at active employee rates | N/A (equity terms via award agreements) | — . |
| CIC termination (within 24 months after CIC) | 2.5x base + target bonus + prorated annual bonus based on actual performance | 36 months medical; 401(k)/HSA employer match equivalent for 30 months | Accelerated vesting of all unvested LTI (performance awards at ≥ target/actual per terms) | Outplacement up to $75,000; excise tax cut‑back if applicable . |
| Death/Disability | Prorated annual bonus based on actual performance | 36 months medical | As per LTI and consideration allocation award terms | — . |
Key definitions (CIC, Cause, Good Reason, Disability) clarified and aligned with peer practices; CIC definition broadened beyond voting control to include merger/asset sale structures . Company-wide LTI and legacy “consideration allocation” shares include change‑in‑control and qualifying termination vesting protections; MOIC‑based performance shares for CEO treated as earned on qualifying events; Ellis’s individual LTI terms are not disclosed .
Performance & Track Record
| Performance Area | 2024 Result | Source |
|---|---|---|
| Adjusted EBITDA ($mm) | 971.0 | |
| Levered Free Cash Flow ($mm) | 410.1 | |
| Net Debt/EBITDA (x) | 3.56x | |
| Natural gas processed volume YoY growth | 13% | |
| Adjusted EBITDA YoY growth | 16% | |
| Absolute TSR | 74.8% | |
| TRIR | 0.75 | |
| Methane intensity reduction | -23.7% |
Additional strategic highlights: $1B strategic transactions (Durango Permian acquisition; GCX stake divestiture), increased EPIC Crude ownership to 27.5%, leverage reduced below 3.5x target, dividend increased 4%, positive outlook from S&P .
Compensation Committee & Governance
- Compensation Committee members: Kevin McCarthy (Chair), David Foley, Laura Sugg; 2024 meetings: 8; uses independent consultant Meridian; sole authority over advisers; oversees clawback .
- Executive compensation peer group for 2024 includes Western Midstream, EnLink, DT Midstream, Equitrans, Crestwood, NuStar, Antero, Genesis, etc. (for benchmarking; not target‑based pay setting) .
- Say‑on‑pay support: 99.7% approval at 2024 annual meeting; 2025 say‑on‑pay scheduled for May 19, 2025 .
Equity Ownership & Pledging Risk Signals
- Directors and officers are prohibited from pledging Company stock, reducing alignment risk; employees/consultants require preclearance for any pledging and are restricted under insider trading policy .
- Executive ownership guidelines (3x salary for non‑CEO executives) set a clear “skin‑in‑the‑game” baseline; executives have five years to comply; NEOs in compliance as of 12/31/2024; no specific disclosure for Ellis yet (promotion Feb 2025) .
Employment & Tenure
- Current role start: February 2025 (GC, CCO, Corporate Secretary) .
- Years in current role: ~0.8 years as of late 2025.
- Standard officer indemnification agreement applies (referenced in 8‑Ks; board and officer indemnification framework) .
Risk Indicators & Red Flags
- Tax gross‑ups: none under Sections 280G/409A for executives; excise tax cutback applies in CIC scenarios .
- No single‑trigger CIC vesting for 2024 and future LTI grants (double‑trigger standard) .
- Related party transaction oversight robust; Audit Committee resolves conflicts involving major holders (Blackstone/I Squared); comprehensive RPT policy adopted .
- Clawback policy covers executives for 36 months post‑restatement .
Investment Implications
- Alignment: Anti‑hedging/anti‑pledging, clawback, and 3x salary ownership guidelines create strong alignment for executive officers, including the GC role; 20% of salaried employees’ at‑risk pay tied to emissions and safety reinforces culture-wide performance orientation .
- Retention Risk: As a newly promoted executive (Feb 2025), individual severance participation terms for Ellis are not disclosed; however, the company’s existing Tier 1 severance framework provides competitive protections that typically mitigate voluntary turnover at the officer level . Absence of disclosed personal equity grants leaves limited visibility on Ellis-specific vesting schedules and potential selling pressure.
- Trading Signals: Corporate performance metrics (FCF, leverage, TSR) drove elevated incentive payouts and strong pay‑for‑performance signals in 2024, but these relate to NEOs; Ellis’s governance role is evidenced by multiple 8‑K signatures in 2025, indicating continuity in disclosure controls and legal oversight .