Matthew Wall
About Matthew Wall
Matthew Wall, 42, is Executive Vice President and Chief Operating Officer of Kinetik Holdings Inc. (KNTK) and has served as COO since February 2022; he previously served as COO of BCP GP from May 2019 and VP, Operations from July 2017 to May 2019. His background spans midstream gas gathering and processing design/commissioning and operations engineering; prior roles include Manager of Engineering at Aka Energy Group LLC and engineering positions at BCCK Engineering and Southern Union Gas Services. He holds a B.S. in Chemical Engineering from Texas Tech University . Kinetik’s 2024 performance context: Adjusted EBITDA $971.1 million and net income including non-controlling interests $244.2 million; the company certified a 2024 annual incentive payout at 180% of target and highlighted absolute TSR of 74.8% for 2024, well above the peer median .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kinetik (KNTK) | EVP & COO | Feb 2022–present | Leads safe, reliable, efficient operations across measurement, gathering and processing facilities . |
| BCP GP | COO | May 2019–Feb 2022 | Operational leadership pre-Transactions; continuity into KNTK . |
| BCP GP | VP, Operations | Jul 2017–May 2019 | Oversaw operations execution and engineering support . |
| Aka Energy Group LLC | Manager of Engineering | Apr 2014–Jun 2017 | Led engineering; midstream design/commissioning experience . |
| BCCK Engineering | Sr. Process Engineer | Not disclosed | Process design and commissioning for EPC projects . |
| Southern Union Gas Services | Project Engineer | Not disclosed | Early career in midstream project engineering . |
External Roles
No public company directorships or external board roles disclosed for Matthew Wall .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $336,875 | $416,000 | $460,000 |
| Target Annual Incentive (% of Base) | Not disclosed | 90% | 95% |
| Bonus – Qualitative Component ($) | — | $131,414 | $223,560 |
| Non-Equity Incentive Plan Compensation ($) | $374,502 | $306,634 | $521,640 |
| All Other Compensation ($) | $6,683 | $16,575 | $17,325 (includes $17,250 non-elective 401(k) contribution) |
| Total ($) | $718,060 | $1,699,171 | $2,358,708 |
Performance Compensation
Annual Incentive Plan – 2024 Metrics and Outcomes
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Percent of Target Metric Earned | Percent of Target Bonus Earned | Vesting/Settlement |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 20% | 940.0 | 960.0 | 980.0 | 971.0 | 156% | 31.1% | 2024 annual incentive earned; all NEOs elected fully vested Class A shares instead of cash . |
| Levered Free Cash Flow ($mm) | 15% | 308.7 | 358.7 | 408.7 | 410.1 | 200% | 30.0% | Same as above . |
| Net Debt / EBITDA | 15% | 4.00x | 3.72x | 3.50x | 3.56x | 172% | 25.7% | Same as above . |
| TRIR | 6.7% | 1.75 | 1.15 | 0.55 | 0.75 | 167% | 11.1% | Same as above . |
| MVIR | 6.7% | 2.00 | 1.50 | 1.00 | 1.36 | 128% | 8.5% | Same as above . |
| Methane Intensity | 6.7% | -8.00% | -13.50% | -19.00% | -23.70% | 200% | 13.3% | Same as above . |
| Qualitative Factors | 30% | — | — | — | 200% | — | 60.0% | Paid as fully vested Class A shares . |
| Total | 100% | — | — | — | — | — | 180.0% | Compensation Committee certified 180% of target; no individual adjustments . |
2024 Equity Awards (Granted March 7, 2024)
| Award Type | Shares/Units | Grant Date Fair Value ($) | Key Vesting Terms |
|---|---|---|---|
| RSUs | 15,407 | $543,097 | Single installment vest on Jan 1, 2027, subject to continued employment; settles in Class A one-for-one . |
| PSUs (Target) | 16,134 | $593,086 | 50% based on absolute annualized TSR and 50% on relative annualized TSR vs specified peer group over Jan 1, 2024–Dec 31, 2026; earn-out 0–200% of target; requires continued employment through Dec 31, 2026 . |
Stock Awards Vested in 2024
| Name | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| Matthew Wall | 9,078 | $320,000 |
None of the NEOs hold stock options .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 28, 2025) | Matthew Wall beneficially owned 497,791 shares of Class A Common Stock; individual percentage not listed but indicated as below 5% in the directors/NEOs table context . |
| Stock Ownership Guidelines | CEO: 6x base salary; other executive officers: 3x base salary; all NEOs were in compliance as of Dec 31, 2024 . |
| Anti-Hedging/Pledging | Directors and officers are prohibited from hedging and from pledging Company securities as collateral; employees/consultants require preclearance for any pledging and may not hold securities in margin accounts . |
| Options | None outstanding for NEOs . |
Outstanding Equity Awards (as of Dec 31, 2024)
| Category | Quantity (#) | Market Value ($) | Notes |
|---|---|---|---|
| Unvested Stock – Consideration Allocation/Class A (footnote 3) | 412,424 | $23,388,565 | Legacy BCP conversion shares held in escrow; vesting restrictions detailed below . |
| Unvested Stock – RSUs (granted 2024, footnote 7) | 15,407 | $873,731 | Vests Jan 1, 2027 . |
| Unvested Stock – Additional Class A (footnote 6) | 26,195 | $1,485,518 | Consideration Allocation shares vesting terms below . |
| Unearned PSUs (target, footnote 8) | 16,134 | $914,959 | Earn-out based on TSR through Dec 31, 2026 . |
| Unearned Dividend Equivalents (footnote 9) | 885 | $50,188 | Dividend equivalents tied to awards . |
Vesting milestones:
- Consideration Allocation Shares for NEOs other than the CEO vested on February 25, 2025 (three-year cliff); CEO’s tranches vest on February 25, 2026 with MOIC and time-based conditions .
- RSUs vest Jan 1, 2027; PSUs performance period ends Dec 31, 2026 with potential 0–200% payout .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None of the NEOs are party to employment agreements . |
| Severance Plan Tier | All NEOs (including Wall) participate as “Tier 1 Executive” in Executive Severance Plan adopted Feb 28, 2024 . |
| Non‑CIC Termination (without Cause / Good Reason) | Lump sum equal to 9 weeks of base + target bonus per year of service (min 9 weeks; max 52 weeks of Base/Bonus Compensation) plus 36 months Medical Benefit . |
| CIC Period Termination (double trigger) | Lump sum 2.5x base + 2.5x target bonus + prorated bonus based on actual results; Medical Benefit; lump sum of employer 401(k)/HSA contributions for 30 months; up to $75k outplacement; accelerated vesting of all unvested equity (performance awards at greater of target or actual at CIC) . |
| Death/Disability | Medical Benefit and prorated bonus based on actual performance . |
| Change in Control Definition | Three-prong standard: >50% voting power change; merger/consolidation resulting in prior holders <50% of combined voting; sale of substantially all assets with similar ownership test; CIC Period runs 24 months . |
| Consideration Allocation Shares – Change of Control | Lapse of restrictions and full vesting upon CIC or qualifying termination; for NEOs other than CEO, these shares were already vested as of Feb 25, 2025 . |
| Clawback Policy | Adopted Oct 2, 2023, compliant with Exchange Act Section 10D and NYSE 303A.14; 36‑month lookback for recovery upon accounting restatement . |
| Say‑on‑Pay Support | 99.7% support at 2024 annual meeting . |
Potential Payments to Matthew Wall (Assuming Dec 31, 2024 event)
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|
| Change in Control (no termination) | 0 | 24,874,083 | 24,874,083 |
| Termination without Cause or Good Reason during CIC Period | 2,799,616 | 1,838,878 | 4,638,495 |
| Non‑CIC Termination without Cause | 946,116 | 23,388,565 | 24,334,681 |
| Non‑CIC Resignation for Good Reason | 946,116 | 23,905,744 | 24,851,860 |
| Death or Disability | 486,116 | 26,712,962 | 27,199,078 |
Note: Equity acceleration amounts calculated using $56.71 closing price on Dec 31, 2024 .
Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $1,200,307,000* | $1,240,161,000* | $1,470,986,000* |
| Adjusted EBITDA incl. NCI ($000s) | $772,189 | $838,830 | $971,118 |
| Net Income incl. NCI ($000s) | $250,721 | $386,452 | $244,233 |
| TSR (Value of $100) | $135 (2022) | $137 (2023) | $251 (2024) |
*Values retrieved from S&P Global.
Equity Award Design and Peer Benchmarking
- 2024 LTI mix: For Wall and other NEOs (excluding CEO), 50% RSUs and 50% PSUs; PSUs split equally between absolute TSR and relative TSR vs a defined midstream peer group (Antero, Equitrans, ONEOK, DT Midstream, Hess Midstream, Plains, Energy Transfer, Kinder Morgan, Targa, EnLink, MPLX, Williams, Enterprise, NuStar, Western Midstream) .
- Minimum three-year vesting on annual equity awards; no single‑trigger CIC protections in 2024 and future LTI grants .
Employment Terms – Restrictions and Conduct
- Insider Trading Policy prohibits short selling, hedging, and pledging by directors and officers; margin accounts are prohibited for directors/officers .
- Stock Ownership Policy requires 3x base salary for executive officers; all NEOs, including Wall, were compliant as of Dec 31, 2024 .
Investment Implications
- Strong pay-for-performance linkage: 2024 variable pay was driven by financial (Adjusted EBITDA, Free Cash Flow, leverage) and safety/sustainability metrics with a certified 180% payout; all executives took awards in stock, reinforcing alignment .
- Upcoming supply from vesting: Consideration Allocation Shares for Wall vested on Feb 25, 2025; additional RSUs vest Jan 1, 2027 and PSUs crystallize relative to TSR on Dec 31, 2026, potentially creating sellable shares on those dates, subject to individual decisions and trading windows .
- Retention and CIC leverage: Double-trigger severance (2.5x base+bonus plus accelerated vesting and benefits) and meaningful equity acceleration suggest balanced retention incentives but also material CIC economics; Wall’s total under CIC termination scenario estimated at $4.64 million vs $24.87 million equity acceleration upon CIC without termination, indicating significant equity-based alignment .
- Governance safeguards: Anti-hedging/pledging, clawback policy, and ownership guidelines mitigate misalignment and risk; say‑on‑pay support at 99.7% in 2024 reduces compensation-related governance overhangs .