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Dear Fellow Shareholders,

On behalf of the entire Board, I thank you for your continued support and investment in APA Corporation. As your Board, we seek to achieve sustainable shareholder value by executing against a clear and focused strategy using prudent risk management, sound corporate governance, aligned executive compensation programs, and a focused approach to ESG leadership and engagement. We would like to highlight several areas of particular significance for the Board this past year:

Business & Strategy. In 2021, our top financial priority was returning money to our shareholders. We achieved a debt reduction of $1.3 billion and returned $847 million to shareholders through stock buybacks. We will continue to prioritize returning a significant portion of our free cash flow to shareholders in 2022. Along with strong commodity prices, continued capital and cost discipline, and good well performance, we achieved the following this past year:

•  Strong EBITDA performance driven by outperformance of U.S. wells

•  Expansion of U.S. opportunities through over 100 gross wells drilled and adding a third onshore rig

•  Modernization of our Production Sharing Contracts and long-term partnership in Egypt

We also continued to put employee health and well-being front and center as we have since the onset of the Covid-19 pandemic. Our guiding principles for decisions and actions remain safety, flexibility, and empathy, and we have implemented tracking and case management systems across our operations to protect and support our people while minimizing the impact to our business.

Looking forward to 2022, we see a favorable outlook on cash flow generation and material, positive changes to capital investment plans and use of free cash flow, including:

•  Moving toward a capital budget that will sustain or grow global production volumes

•  Significantly increasing cash return to shareholders, with a commitment to return a minimum of 60 percent of free cash flow to shareholders with our share repurchase program and dividends

•  Funding the substantial inventory of quality drilling opportunities in the onshore U.S. portfolio and adding a fourth onshore rig in 2022

•  Doubling average drilling rig count and nearly tripling well completions in Egypt compared to 2021 levels

Engaging with Shareholders. Direct feedback received from our shareholders through ongoing engagement is a critical input to our corporate governance and executive compensation practices. Our efforts ensure that we remain focused on the issues of greatest importance to our shareholders while maintaining a compensation program that continues to demonstrate pay-for-performance alignment and clear connection to our strategic objectives. This past year, our discussions focused on our sustainability disclosures and environmental risk oversight, as well as our human capital management strategy and approach to diversity and inclusion. I was pleased to have the opportunity to meet and speak directly with many of our investors, while our management team engaged with many more. In all, we reached out to shareholders representing approximately 63 percent of our outstanding shares and engaged with approximately 55 percent.

Board Refreshment. We are committed to ensuring APA has a diverse, highly engaged, and skilled Board to provide valuable strategic guidance to our management team. As part of our active and ongoing approach to Board refreshment, Lamar McKay joined the Board in February 2021, and Lt. Gen. Charles Hooper (Ret.) and Dave Stover joined the Board in February 2022. Lamar and Dave bring crucial international energy and transformation expertise, and Charles brings extensive global affairs experience, with each of them complementing the skills and backgrounds of our full Board.

We would also like to extend our gratitude to William C. Montgomery who is retiring from the Board after more than ten years of outstanding service and enthusiasm for APA Corporation and our stakeholders. We sincerely thank Bill for his many contributions, particularly his instrumental role in evolving our compensation program to be the exemplary program it is today. We wish him well in his future endeavors.

Environmental & Social Stewardship. We understand that the future success of our Company hinges upon our ability to help meet the world’s energy needs in ways that are innovative, safe, environmentally responsible, and profitable. Therefore, we focus our ESG efforts in areas core to our business, important to stakeholders, and where we are capable of material impact: air, water, and communities & people. To ensure we remain accountable, the Board, alongside the ESG Management Committee, takes an active role in overseeing our ESG strategy and driving performance by linking compensation to progress against ESG metrics. Key steps we took towards advancing our ESG efforts include:

•   Publishing our 2021 Sustainability Report with enhanced disclosure of greenhouse gas data

•   Providing sustainability reporting aligned with the Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) frameworks

•   Eliminating routine U.S. onshore flaring

•   Forming an ESG Management Committee of cross-functional management-level employees responsible for evaluating ESG risks and opportunities

•   For 2022, adding an ESG measure to our performance share program in our long-term incentive compensation plan and tying 20 percent of every employee’s annual incentive compensation to ESG goals

Diversity & Inclusion (D&I). Diversity and inclusion are vital to our long-term success. As our industry responds to a changing landscape, increased diversity and varied perspectives are more important than ever. We are committed to being a workplace where all employees are valued and can thrive with a sense of belonging, not just as employees, but as people. Over the past five years, we have increased the percentage of our U.S. workforce and U.S. leadership self-identifying as an ethnic minority by nine and five percentage points, respectively, and we will continue to focus our efforts on ensuring everyone has an opportunity to succeed and advance within our organization.

As part of our pledge to diversity and inclusion, we have collaborated with a respected D&I consultant and implemented a comprehensive strategy to identify areas of improvement, establish goals, and introduce new initiatives to drive our progress going forward. This includes:

•   Tracking gender and ethnic diversity across management, new hires, and promotions to ensure we foster pay equity and hold ourselves accountable and measure progress on our efforts to advance D&I

•   Incorporating a D&I goal in our annual incentive compensation program to build diversity strategically across our organization, and expanding this effort in 2022 to include the establishment of a supplier diversity program

•   Launching mandatory, companywide D&I training for all leaders with direct reports and creating a Diversity & Inclusion Council to provide employee perspectives and feedback on key initiatives

As APA’s ESG journey progresses, our Board continues to value the feedback and support from our shareholders. Our Board looks forward to continuing the dialogue with you, and we value the trust you place in us through your investment in APA Corporation.

Sincerely,

John E. Lowe

Chair of the Board

APA Corporation

April 1, 2022

Dear Fellow Shareholders,

As the independent Management Development and Compensation Committee (MD&C Committee) of APA Corporation (the Company), our most important mandate is to structure our executive compensation programs to create close alignment with our shareholders’ interests, while continuing to attract and retain talented executives to execute the Company’s strategy and create long-term value.

Shareholder Feedback

Over the past few years, we have introduced significant improvements to our compensation practices based on shareholder feedback. These enhancements were received positively and led to our Say-on-Pay proposals receiving support from at least 92 percent of our shareholders who voted on the proposals every year since 2019.

In 2021, we continued our robust shareholder engagement program and, in the fall of 2021, reached out directly to shareholders representing approximately 63 percent of shares outstanding. We discussed, amongst other topics, our compensation practices, answered questions on our continued alignment of pay and performance, particularly in light of the Covid-19 pandemic and the macro headwinds our industry has faced, and solicited feedback on how to further align our program structure with shareholder interests. Shareholders owning approximately 55 percent of shares outstanding either met with us in engagement meetings, attended our annual ESG event with our CEO and President, which we hosted in November, or told us no meeting was necessary. Our Board, including our non-executive chair, along with certain members of the management team, participated in these discussions based on the preference of the particular shareholder.

Driving ESG Performance

We understand that progress on material ESG topics is important to our shareholders, our business, and the world. The MD&C Committee seeks to drive performance against an ambitious set of objectives set annually. In 2021, our key ESG focus areas included:

•   Improving performance in all areas related to environmental, health, and safety (EH&S)

•   Eliminating U.S. onshore routine flaring

•   Reducing freshwater consumption

•   Fostering a more inclusive culture where all employees can thrive

Our focus areas translated to significant achievements in 2021:

•  Our global primary workforce safety initiatives resulted in a Total Recordable Incident Rate (TRIR) 43 percent below target and a Severe Injury and Fatality Rate (SIF) 59 percent below target.

•  We achieved the goal to eliminate U.S. onshore routine flaring ahead of schedule at the end of the third quarter in 2021. The Company works hard to reduce greenhouse gas emissions by optimizing the efficiency of our operations, reducing venting and flaring of gas, and eliminating equipment leaks.

•  Our goal to use less than 20 percent fresh water in our operations was achieved, with 3 percent of our water usage in 2021 from fresh water. For several years, we have decreased our freshwater consumption, largely by increasing our reuse of produced water, including from secondary recovery and hydraulic fracturing operations.

•  The Company meaningfully developed diversity and inclusion initiatives through the execution of our comprehensive D&I strategy. Our achievements in 2021 include expansion of our employee resource groups, inclusion commitments from each of our vice presidents, companywide mentorship programs, and implementation of mandatory training for all leaders.

To further link management incentives to ESG achievements, the MD&C Committee is adding an ESG metric to the performance share program in our long-term incentive compensation plan beginning in 2022. The new ESG metric is measured against a list of projects identified over the performance period to deliver the three-year target reduction in carbon dioxide equivalent (CO₂e) emissions set by the MD&C Committee.

Annual Incentive Compensation Plan

Our annual incentive compensation continues to, among other things, seek to drive sustainable free cash flow (FCF), reduce our debt position, and advance development of key opportunities and ESG efforts. In 2021, the MD&C Committee enacted enhancements to the annual incentive compensation plan, including:

•  Simplified plan focusing on key financial, operational, and ESG metrics

•  Increased weighting on measurable metrics removing subjectivity from achievement

Long-Term Incentive Compensation Plan

In 2021, the MD&C Committee further aligned executive compensation with Company performance and shareholder interests, by expanding our 2021 TSR peer group to include a broader mix of energy companies and increasing the weighting of the S&P 500 index.

Other Compensation Program Changes

Given market conditions and to continue to closely align pay to shareholder experience, the MD&C Committee maintained the target compensation for our CEO and President in 2021, which was decreased by 10 percent in 2020. This follows the increase in holding requirements from six times to 10 times base salary that was put in place in 2019. In 2022, the MD&C Committee decreased the long-term incentive targets for our CEO and President by 9 percent following additional market analysis.

The MD&C Committee is dedicated to ensuring that our compensation programs motivate long-term value creation. We believe the changes to our compensation programs help advance that prime objective. Taking into account shareholder feedback, we assess changes, and indeed all elements of the program, in the context of the Company’s strategic objectives to:

•  Operate in a safe and environmentally responsible manner

•  Deliver attractive risk-adjusted returns and improve FCF yield while maintaining capital discipline

•  Return value to shareholders in the form of dividend payments, share repurchases, and debt reduction

•  Maintain a balanced portfolio, including organic exploration

•  Employ leading technology strategies and execute on sustainability initiatives

Our goal is to ensure that our compensation programs align with our shareholders’ interests. We understand that the future success of our Company hinges upon our ability to help meet the world’s energy needs in ways that are innovative, safe, environmentally responsible, and profitable — for the long-term benefit of all our stakeholders.

Continuous improvement on our ESG goals remains paramount to our compensation program structure. In order to drive continuous improvement in EH&S activities, we have maintained annual, companywide EH&S performance goals as a component of incentive compensation plans for all employees, from the field to the executive suite. As noted above, in our executive compensation plan, we have added ESG-focused goals to our long-term incentive compensation plan, after instituting ESG-focused goals in our annual incentive compensation plan in 2020, which remain in place today. These goals relate to greenhouse gas emissions, freshwater use, natural gas flaring, and the development and wellbeing of our workforce.

We look forward to your continuous feedback as we strive to position our Company as a recognized leader with respect to compensation practices.

Sincerely,

Members of the MD&C Committee

William C. Montgomery, Chair

Annell R. Bay

Juliet S. Ellis

Charles W. Hooper

H. Lamar McKay

April 1, 2022

Election of the eleven directors named in the attached proxy statement to serve until the Company’s annual meeting in 2023;

Ratification of appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2022;

Advisory vote to approve the compensation of the Company’s named executive officers; and

Transaction of any other business that may properly come before the meeting or any adjournment thereof.

Rajesh Sharma

Corporate Secretary

APA Corporation

Houston, Texas

April 1, 2022

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 13, 2022:

This proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available free of charge at: www.proxydocs.com/APA

Contents

Proxy Statement

Proposal

Board Recommendation

Election of directors

✓

FOR

Ratification of appointment of Ernst & Young LLP (EY) as the Company’s independent auditor

✓

FOR

Advisory vote to approve the compensation of the Company’s named executive officers (NEOs)

✓

FOR

Director Nominees

CEO/Senior
Leadership
Experience

Financial
Reporting
Experience

Industry

Experience

Global

Experience

Environmental/
Regulatory
Experience

Other Public
Company

Board
Experience

Annell R. Bay

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John J. Christmann IV

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Juliet S. Ellis

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Charles W. Hooper

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Chansoo Joung

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John E. Lowe

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H. Lamar McKay

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Amy H. Nelson

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Daniel W. Rabun

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Peter A. Ragauss

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David L. Stover

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Percentage of Board

Independence

Substantial Recent Refreshment

ANNELL R. BAY

Age: 66

Director Since:

 May 2014

APA Committees:

— CRG&N, Chair

— MD&C

Other Public Company Boards:

— Hunting PLC

— Verisk Analytics, Inc.

Ms. Bay joined the Company’s Board of Directors in May 2014. She chairs the Corporate Responsibility, Governance, and Nominating Committee and is a member of the Management Development and Compensation Committee.

From July 2011 to April 2014, Ms. Bay served as vice president, Global Exploration, of Marathon Oil Corporation, having previously held the position of senior vice president, Exploration, since June 2008.

Prior to joining Marathon, Ms. Bay served as vice president, Americas Exploration of Shell Exploration and Production Company from 2004 to 2008.

Prior to joining Shell, Ms. Bay was vice president, Worldwide Exploration, and vice president, North America Exploration, of Kerr-McGee Oil and Gas Corporation, having been with Oryx Energy prior to its merger with Kerr-McGee.

Ms. Bay serves as a director of Hunting PLC, a London-based energy service provider, and Verisk Analytics, Inc., a global data analytics provider. She also serves on the advisory boards for the Jackson School of Geosciences at the University of Texas at Austin and the Independent Petroleum Association of America Energy Education Center, and she is a Trustee at Trinity University in San Antonio, Texas.

With her extensive executive experience in the oil and gas industry, and as a result of her service on the advisory boards of educational and industry organizations, Ms. Bay brings to the Board a wealth of oil and gas exploration and operations, civic, and educational experience.

As a member of public company boards in two countries having significantly different governance regulatory regimes, Ms. Bay also brings unique governance skills and experience to the Board. She is a highly regarded speaker at major governance events on both sides of the Atlantic.

She has hosted individual and small group meetings with large and environmental, social, and governance (ESG) focused shareholders. As chair of the CRG&N Committee, she has overseen the updating of the Company’s governance principles and the adoption of a committee calendar formalizing oversight of key ESG subjects.

JOHN J. CHRISTMANN IV

Chief Executive Officer and President

Age: 55

Director Since:

 January 2015

APA Committees:

— None

Other Public Company Boards:

— None

Mr. Christmann was appointed the Company’s chief executive officer and president and joined the Company’s Board of Directors effective January 20, 2015.

Mr. Christmann previously served as the Company’s executive vice president and chief operating officer, North America, since January 2014.

From January 2010 through December 2013, he served as region vice president, Permian Region. From January 2004 through December 2009, he served as vice president, Business Development, and from April through December 2003, he served as production manager for the Gulf Coast Region. Prior to that, Mr. Christmann held various positions of increasing responsibility in the business development area since joining the Company in 1997.

Previously, Mr. Christmann was employed by Vastar Resources/ARCO Oil and Gas Company in business development, crude oil marketing, and various production, operational, and reservoir engineering assignments.

Mr. Christmann received his bachelor’s degree in petroleum engineering from the Colorado School of Mines and Master of Business Administration from Southern Methodist University.

With over 33 years in the oil and gas industry, including over 24 years at the Company leading both operational and staff functions and most recently serving as chief executive officer, Mr. Christmann has the proficiency and depth to manage and operate a large-scale oil and gas exploration and production company.

Mr. Christmann’s extensive experience in the oil and gas industry has provided him with an in-depth understanding of successful execution and operational management in the field, an appreciation and talent for value-added merger and acquisition activity, and the expertise to oversee the strategic direction of a large, publicly traded company.

His experience, coupled with his thorough knowledge and understanding of the Company’s assets and unique operations, complement Mr. Christmann’s management strengths and enable him to lead the Company through the complexities of day-to-day operations as well as the macroeconomic impact of commodity prices.

JULIET S. ELLIS

Age: 63

Director Since:

 May 2019

APA Committees:

— CRG&N

— MD&C

Other Public Company Boards:

— Donnelley Financial        Solutions, Inc.

Ms. Ellis joined the Company’s Board of Directors in May 2019. She is a member of the Corporate Responsibility, Governance, and Nominating Committee and the Management Development and Compensation Committee.

Ms. Ellis served as a managing director and senior portfolio manager for Invesco Ltd. (Invesco) and as the chief investment officer for Invesco’s US Growth Equities Investment Management Unit until her retirement in March 2019. Ms. Ellis was senior portfolio manager for Invesco’s Small Cap Growth Fund and Small Cap Equity Fund between 2004 and 2017. Ms. Ellis has over 32 years of experience in the institutional investment management industry and has been a Chartered Financial Analyst (CFA) since 1990.

Prior to joining Invesco in 2004, Ms. Ellis was employed by JPMorgan Chase & Co. (JPMorgan), including its predecessor, Fleming Asset Management, where she held increasingly senior positions, starting from an equity analyst position in 1987 to a senior portfolio manager in 1993 and a managing director in 2000, where she served as senior portfolio manager of JPMorgan’s small-cap equity and small-cap growth strategies. She began her investment career in 1981 with Merrill Lynch.

Ms. Ellis has been a member of the board of directors for Donnelley Financial Solutions, Inc. since 2018 and serves on its compensation committee and its corporate responsibility & governance committee. Ms. Ellis is a member of the board of directors for nonprofit Houston Methodist Hospital system and serves as the chair of its finance committee and serves on its compensation committee. She is a member of Women Corporate Directors (WCD).

Ms. Ellis brings a variety of financial and executive experiences and perspectives to the Board. Her extensive experience in portfolio management, strategy, and risk oversight, along with her institutional-investor perspective, will enhance her contributions to the Board.

CHARLES W. HOOPER

Age: 64

Director Since:

 February 2022

APA Committees:

— CRG&N

— MD&C

Other Public Company Boards:

— None

Lieutenant General Hooper (U.S. Army, Retired) joined the Company’s Board of Directors in February 2022. He is a member of the Corporate Responsibility, Governance, and Nominating Committee and the Management Development and Compensation Committee.

Lt. Gen. Hooper retired after a distinguished 41-year military career. His last assignment was as Director of the Defense Security Cooperation Agency. In that capacity, he served as the U.S. Department of Defense expert on security assistance funding and U.S. foreign military sales. This included oversight of 20,000 people globally and over $50 billion in annual weapons sales.

From 2014 to 2017, he was Chief of the Office of Military Cooperation at the U.S. Embassy in Cairo, Egypt. Prior to this, Lt. Gen. Hooper served in roles of increasing responsibility within the U.S. Army, including command and staff assignments in the 25th Infantry and 82nd Airborne Divisions, U.S. Defense Attaché to the People’s Republic of China, and chief strategist and planner for the U.S. Africa Command.

He currently serves as a senior counselor at The Cohen Group, a Washington, D.C. consulting firm. In addition, he is a member of the Council on Foreign Relations and a nonresident scholar at both the Atlantic Council and the Harvard University Belfer Center. Lt. Gen. Hooper serves on the boards of directors of the private companies UL Inc., Two Six Technologies, and Loc Performance. He is also a member of the board of directors for the National Bureau of Asian Research (NBR).

Lt. Gen. Hooper’s extensive experience with executive and analytical roles, foreign relations, and international assignments, including service in Egypt, which is an area of significant operations for the Company, will bring unique perspectives and valuable insights to the Board. His experience leading a large workforce, negotiating significant transactions, and acting as a trusted advisor will enhance his contributions to the Board.

CHANSOO JOUNG

Age: 61

Director Since:

 February 2011

APA Committees:

— Audit, Chair

— CRG&N

Other Public Company Boards:

— Magellan Midstream      Partners

Mr. Joung joined the Company’s Board of Directors in February 2011. He chairs the Audit Committee and is a member of the Corporate Responsibility, Governance, and Nominating Committee.

From 2005 to 2015, Mr. Joung was a partner and then senior advisor at Warburg Pincus LLC. He was responsible for making and monitoring investments in all sectors of the energy industry, including upstream, gas and gas liquids processing and transportation, and electric power. He was also responsible for global coordination of the firm’s renewables activities, including wind, solar, biofuels, and grid storage.

From 1987 to 2004, Mr. Joung was employed by Goldman Sachs where he held increasingly senior positions, culminating his 17-year career as head of the Americas Natural Resources Group in the investment banking division. His other leadership responsibilities in the investment banking division included stints as co-head of recruiting and co-head of women’s and diversity recruitment and development.

Mr. Joung has been a member of the board of directors of the general partner of Magellan Midstream Partners, L.P. since May 2019 and serves on its compensation committee and nominating and governance committee.

Prior to joining the Company’s Board, Mr. Joung served as a director on two other NYSE-listed company boards: Targa Resources Partners LP from 2007 to 2011, and Targa Resources Corporation from 2010 to 2011. He also served as a director on a number of private company boards during his tenure at Warburg Pincus.

Mr. Joung has spent almost his entire career in the finance industry working with energy companies. Through his experiences in private equity and as an investment banker, Mr. Joung gained significant experience with energy companies, the energy industry, and energy-related capital markets and mergers and acquisitions activity, which enhance his contributions to the Board. Those experiences have also given Mr. Joung the ability to identify, assess, and manage risk that can affect a large energy company.

JOHN E. LOWE

Non-Executive Chair of the Board

Age: 63

Director Since:

    July 2013

APA Committees:

— None

Other Public Company Boards:

— Phillips 66

— TC Energy      Corporation

Mr. Lowe joined the Company’s Board of Directors in July 2013 and became non-executive chair as of May 2, 2015.

Mr. Lowe enjoyed a 30-year career with ConocoPhillips and Phillips Petroleum Company, serving in positions of increasing responsibility during that time. Most recently, he served as assistant to the chief executive officer of ConocoPhillips, a position he held from 2008 until Phillips 66 was spun off from ConocoPhillips in 2012.

Previously, Mr. Lowe held a series of executive positions in the exploration and production, commercial, and planning areas of ConocoPhillips, including executive vice president, exploration and production from 2007 to 2008; executive vice president, commercial from 2006 to 2007; and executive vice president, planning, strategy, and corporate affairs from 2002 to 2006, with his responsibilities including government relations, public affairs, and corporate technology.

Mr. Lowe is a member of the board of directors for Phillips 66, Houston, Texas, and TC Energy Corporation, Calgary, Alberta. He is a former board member of Agrium Inc., Chevron Phillips Chemical Co. LLC, DCP Midstream LLC, and DCP Midstream GP LLC, the general partner of DCP Midstream Partners LP.

With over 30 years of experience in the oil and gas industry, and as an executive of ConocoPhillips, a director of Phillips 66, a director of TC Energy, a former senior executive advisor to Tudor, Pickering, Holt & Co., and a former director of Agrium, Chevron Phillips Chemical Co. LLC, DCP Midstream LLC, and DCP Midstream GP, Mr. Lowe brings valuable experience to the Board, including experience identifying, assessing, and minimizing risks faced by oil and gas companies.

H. LAMAR McKAY

Age: 63

Director Since:

 February 2021

APA Committees:

— CRG&N

— MD&C

Other Public Company Boards:

— CRH plc

Mr. McKay joined the Company’s Board of Directors in February 2021. He is a member of the Corporate Responsibility, Governance, and Nominating Committee and the Management Development and Compensation Committee.

Mr. McKay served as the chief transition officer of BP p.l.c. (BP) from October 2019 until his retirement in December 2020. He previously served as BP’s deputy chief executive officer since February 2016. Prior to that role, from January 2013, Mr. McKay was the chief executive of BP’s worldwide upstream business. Mr. McKay was also chair and president of BP America, Inc. and executive vice president of BP since January 2009. He began his career in 1980 with Amoco (now BP) and held leadership positions of increasing responsibility throughout his career, including as a general manager, business unit leader, head of strategy, group vice president, senior vice president, and executive vice president.

Mr. McKay is a member of the board of directors of CRH plc, Dublin, Ireland.

Mr. McKay spent his career at a major international oil and gas company. His extensive experience and global perspective will assist the Board in the assessment and management of risks faced by natural gas and oil companies.

AMY H. NELSON

Age: 53

Director Since:

 February 2014

APA Committees:

— Audit

— CRG&N

Other Public Company Boards:

— NexTier Oilfield      Solutions Inc.

— Helix Energy
     Solutions Group, Inc.

Ms. Nelson joined the Company’s Board of Directors in February 2014. She is a member of the Audit Committee and the Corporate Responsibility, Governance, and Nominating Committee.

Ms. Nelson is the president of Greenridge Advisors, LLC, which she founded in 2007 as an energy services and equipment consulting firm focused on the development, execution, and financing of growth strategies. Ms. Nelson advises her clients on strategy development, capital allocation, acquisition evaluation, and infrastructure development. Her clients span a broad range of oilfield service, product, and geographic markets.

From 2000 to 2007, Ms. Nelson served as a vice president of SCF Partners, an oilfield service and equipment-focused private equity firm, where she concentrated on investment strategy, investment execution, and portfolio company management.

Ms. Nelson was elected a director of NexTier Oilfield Solutions Inc. effective July 2019 and Helix Energy Solutions Group, Inc. effective August 2019. She also served on several private company boards during her tenure at SCF Partners and Greenridge Advisors. Since 2018, Ms. Nelson has served on the NACD TriCities Chapter Board of Directors.

From 1992 to 1998, Ms. Nelson worked for Amoco Production Company in planning, project management, and engineering roles.

Ms. Nelson has devoted her career to serving companies in the oil and gas industry. Ms. Nelson’s experiences have provided her with valuable insight into corporate strategy, capital allocation, and the assessment and management of risks faced by oil and gas companies.

Ms. Nelson has also developed substantial water-related expertise in unconventional field development water cycle, including treatment technologies, water delivery and take-away temporary and permanent infrastructure, frac-water sources, containment and salt water disposal, management of access rights to ground, surface, industrial, and municipal water sources, and management of regulatory and compliance issues. Ms. Nelson’s understanding of this important environmental subject enhances her contributions to the Board.

DANIEL W. RABUN

Age: 67

Director Since:

 May 2015

APA Committees:

— Audit

— CRG&N

Other Public

Company Boards:

— Golar LNG Ltd.

— ChampionX

     Corporation

Mr. Rabun joined the Company’s Board of Directors in May 2015. He is a member of the Audit Committee and the Corporate Responsibility, Governance, and Nominating Committee.

From 2007 to his retirement in May 2015, Mr. Rabun served as the chair of Ensco plc, an offshore drilling services company, based in London. He retired as president and chief executive officer of Ensco in June 2014, having held the office of chief executive officer for more than seven years and president for more than eight years.

From 1986 through 2005, prior to joining Ensco, Mr. Rabun was a partner with the international law firm of Baker & McKenzie LLP, where he provided legal advice to oil and gas companies.

Mr. Rabun is a non-executive director of Golar LNG Ltd. and the chair of the board of ChampionX Corporation. During 2012, he served as chair of the International Association of Drilling Contractors. Mr. Rabun has also been a Certified Public Accountant since 1976.

Mr. Rabun brings a variety of experiences to our Board, including service as chair of the board, president, and chief executive officer of Ensco. During Mr. Rabun’s term at Ensco, Ensco drilled some of the most complex wells for super majors, national oil companies, and independent operators in nearly every strategic oil and gas area in the world, from the North Sea to the “golden triangle” of the Gulf of Mexico, Brazil, and West Africa, and from the Middle East and the Mediterranean to Asia and Australia. Mr. Rabun’s experience as non-executive director of Golar LNG Ltd. gives him invaluable insight into the global liquid natural gas business, which will be beneficial to the Company in its efforts to market natural gas. In addition, Mr. Rabun’s experience as chair of the board of ChampionX Corporation gives him good insight into new technologies used to drill and produce oil and gas.

Mr. Rabun’s international experience, global perspective, experience with strategic acquisitions, and financial acumen from having served as a public company’s chair, president, and chief executive officer assist the Board in the assessment and management of risks faced by oil and gas companies.

PETER A. RAGAUSS

Age: 64

Director Since:

 December 2014

APA Committees:

— Audit

Other Public

Company Boards:

— The Williams

     Companies, Inc.

Mr. Ragauss joined the Company’s Board of Directors in December 2014. He is a member of the Audit Committee.

In November 2014, Mr. Ragauss retired from Baker Hughes after serving eight years as senior vice president and chief financial officer.

From 2003 to 2006, prior to joining Baker Hughes, Mr. Ragauss was controller, Refining and Marketing, for BP p.l.c. From 2000 to 2003, he was chief executive officer for Air BP. From 1998 to 2000, he was assistant to group chief executive for BP Amoco. He was vice president of Finance and Portfolio Management for Amoco Energy International when Amoco Corporation merged with BP.

From 1996 to 1998, Mr. Ragauss served as vice president of Finance for El Paso Energy International. He held positions of increasing responsibility at Tenneco Inc. from 1993 to 1996, and Kidder, Peabody & Co. Incorporated from 1987 to 1993.

Mr. Ragauss was elected a director of The Williams Companies, Inc. in September 2016.

Mr. Ragauss brings a wealth of accounting, financial, and executive experience to the Board, having held senior positions, including as chief executive officer, chief financial officer, controller, and vice president of finance. His wide and varied experiences in the oil and gas industry, including in the area of finance, have provided him with a unique understanding and insight concerning the risks faced by oil and gas companies.

DAVID L. STOVER

Age: 64

Director Since:

 February 2022

APA Committees:

— Audit (expected)

Other Public Company Boards:

— None

Mr. Stover joined the Company’s Board of Directors in February 2022. He is expected to be a member of the Audit Committee.

Mr. Stover served as the board chair and chief executive officer of Noble Energy, Inc. until his retirement in 2020. He was appointed board chair in April 2015, chief executive officer in October 2014, and elected to the board of directors in April 2014. Prior to these roles, he served as president and chief operating officer since May 2009, along with other previous executive positions at the company.

Before joining Noble Energy in 2002, Mr. Stover served as BP America, Inc.’s vice president and business unit leader for the Gulf of Mexico Shelf from 2000 to 2002. From 1994 to 2000, he held various onshore and offshore management positions at Vastar Resources, Inc.

Earlier in his career, he held positions in engineering, operations, and management at ARCO Oil and Gas Company.

Mr. Stover’s experience as the board chair and chief executive officer at an international oil and gas company and his career working in diverse roles in the industry brings a wealth of knowledge and lessons learned to the Board. His expertise in the industry will further enhance the Board’s ability to continue fulfilling its critical oversight role.

During the first two months of 2022, the Board evaluated all business and charitable relationships between the Company and the Company’s non-employee directors (all directors other than Mr. Christmann) and all other relevant facts and circumstances. As a result of the evaluation, the Board determined, as required by the Company’s Governance Principles, that each non-employee director is an independent director as defined by the standards for director independence established by applicable laws, rules, and listing standards, including, without limitation, the standards for independent directors established by The Nasdaq Stock Market (Nasdaq) and the Securities and Exchange Commission (SEC). The Company's

Governance Principles are available on the Company’s website (www.apacorp.com).

The Company’s Governance Principles require that the independent directors meet in executive session at least twice each year; in 2021, they met four times in executive session. These executive sessions are chaired by our non-executive chair. Pursuant to the Company's Governance Principles,

the non-executive chair is an independent director who is elected from time to time, but not less than annually, by the affirmative vote of a majority of the independent directors. In addition to chairing the executive sessions, the non-executive chair discusses management’s proposed meeting agenda with the other independent directors and reviews the approved meeting agenda with our chief executive officer, leads the discussion with our chief executive officer following the independent directors’ executive sessions, ensures that the Board’s individual group and committee self-assessments are completed annually, leads periodic discussions with other Board members and management concerning the Board’s information needs, and is available for discussions with major shareholders. John E. Lowe has served as the Company’s non-executive chair since May 2015. The role and responsibilities of the non-executive chair and the method established for communication of concerns to the independent directors are included in the Company’s Governance Principles.

Name

Board

Audit

CRG&N

MD&C

Annell R. Bay

●

Chair

●

John J. Christmann IV, CEO & President

●

Juliet S. Ellis

●

●

●

Charles W. Hooper⁽¹⁾

●

●

●

Chansoo Joung

●

Chair

●

John E. Lowe, Non-Executive Chair

Chair

H. Lamar McKay

●

●

●

William C. Montgomery⁽²⁾

●

Chair

Amy H. Nelson

●

●

●

Daniel W. Rabun

●

●

●

Peter A. Ragauss

●

●

David L. Stover⁽³⁾

●

(3)

Number of Meetings in 2021

On February 2, 2022, Lt. Gen. Hooper was elected to the Board, and he therefore did not attend any Board or committee meetings during 2021.

On March 7, 2022, Mr. Montgomery notified the Board of his intention not to stand for re-election at the 2022 annual meeting of shareholders.

On February 21, 2022, Mr. Stover was elected to the Board, and he therefore did not attend any Board or committee meetings during 2021. He is expected to be appointed to the Audit Committee.

  Chair

Members

Amy H. Nelson

Daniel W. Rabun

Peter A. Ragauss

David L. Stover (expected to be appointed)

  Chair

Members

Juliet S. Ellis

Charles W. Hooper

Chansoo Joung

H. Lamar McKay

Amy H. Nelson

Daniel W. Rabun

  Chair

Members

Annell R. Bay

Juliet S. Ellis

Charles W. Hooper

H. Lamar McKay

Board and Committee Evaluations

Our Board recognizes that a thorough evaluation process is an important element of corporate governance and enhances our Board’s effectiveness. Therefore, each year, the independent non-executive chair of the Board oversees the evaluation process to ensure that the full Board and each committee assess their performance and solicit feedback for areas of improvement. With respect to the full Board, our chair interviews each Board member individually to solicit Board feedback on a wide-range of performance-related matters.

In turn, the chair of the CRG&N Committee interviews each Board member to solicit feedback on the non-executive chair’s performance. Each committee also conducts a thorough annual self-evaluation in the committee’s executive session. These evaluations are then shared with the full Board during the Board’s executive session.

Expertise and perspective needed to govern the business and strengthen and support senior management, including, for example, strong financial expertise, knowledge of international operations, or knowledge of the petroleum or related industries;

Sound business judgment and a sufficiently broad perspective to make meaningful contributions;

Interest and enthusiasm in the Company and a commitment to become involved in its future;

The time and energy to meet Board commitments;

Ability to constructively participate in discussions and able to quickly understand and evaluate complex and diverse issues;

Dedication to the highest ethical standards;

Dedication to the highest health, safety, and environmental standards;

Supportive of management, but independent, objective, and willing to question and challenge both openly and in private; and

An awareness of the dynamics of change and a willingness to anticipate and explore opportunities.

and energy to meet their responsibilities to the Company. Given the commitment needed for service on a public company’s board, a director’s service on too many other public company boards may cause him or her to be “overboarded.”

Therefore, our Governance Principles state that a director who also serves as the CEO of the Company or any other public company should not serve on more than one other board of a public company, in addition to the Company’s Board, and all other directors should not serve on more than three other boards of a public company, in addition to the Company’s Board.

The CRG&N Committee has oversight of this overboarding principle and takes

 Maximum:

1

3

✓ All of our directors comply with our

overboarding maximums.

Board Diversity Matrix (As of April 1, 2022)

Total Number of Directors

12

Female

Male

Non-Binary

Did Not
Disclose
Gender

Part I: Gender Identity

Directors

3

9

—

—

Part II: Demographic Background

African American or Black

—

1

—

—

Alaskan Native or Native American

—

—

—

—

Asian

—

1

—

—

Hispanic or Latinx

—

—

—

—

Native Hawaiian or Pacific Islander

—

—

—

—

White

3

7

—

—

Two or More Races or Ethnicities

—

—

—

—

LGBTQ+

—

Did Not Disclose Demographic Background

—

Military Veteran

1

Name⁽¹⁾

(a)

Fees
Earned
or Paid
in Cash

($)

(b)

Stock

Awards⁽²⁾

($)

(c)

Option

Awards

($)

(d)

Non-Equity

Incentive Plan
Compensation

($)

(e)

Change in Pension Value

and Nonqualified

Deferred Compensation

Earnings⁽³⁾

($)

(f)

All Other

Compensation

($)

(g)

Total ($)

(h)

Annell R. Bay

115,000

199,966

—

—

—

—

314,966

Juliet S. Ellis

100,000

199,966

—

—

—

—

299,966

Chansoo Joung

120,000

199,966

—

—

—

—

319,966

Rene R. Joyce⁽⁴⁾

40,679

—

—

—

1,184,605

⁽⁵⁾ 

—

1,225,284

John E. Lowe

200,000

299,906

—

—

—

—

499,906

H. Lamar McKay

90,556

181,082

—

—

—

—

271,637

William C. Montgomery⁽⁶⁾

120,000

199,966

—

—

—

—

319,966

Amy H. Nelson

105,000

199,966

—

—

—

—

304,966

Daniel W. Rabun

105,000

199,966

—

—

—

—

304,966

Peter A. Ragauss

105,000

199,966

—

—

—

—

304,966

Employee directors do not receive additional compensation for serving on the Board. John J. Christmann IV, the Company’s chief executive officer and president, is not included in this table as he was an employee of the Company during 2021. The compensation he received as an employee of the Company is shown in the Summary Compensation Table.

Grant date fair value, as computed in accordance with FASB ASC Topic 718, of RSUs granted during 2021 to each non-employee director based on the per share closing price of the Company’s common stock on the date of grant. None of the non-employee directors had unvested RSUs or restricted APA common stock at year-end 2021.

Earnings not included in column (f) of the Director Compensation Table as they are not above-market or preferential earnings.

On February 4, 2021, Mr. Joyce notified the Board of his intention not to stand for re-election at the 2021 annual meeting of shareholders.

Amount reflects previously reported stock awards that were deferred pursuant to the Directors’ Compensation Plan and the Deferral Program. Mr. Joyce was not eligible for the Outside Directors’ Retirement Plan as he was appointed to the board after June 30, 2014.

On March 7, 2022, Mr. Montgomery notified the Board of his intention not to stand for re-election at the 2022 annual meeting of shareholders.

Name of Beneficial Owner

Amount and Nature
of Beneficial
Ownership⁽¹⁾

Percent
of
Class

Annell R. Bay

62,373

⁽²⁾ 

*

Juliet S. Ellis

47,020

⁽²⁾ 

*

Charles W. Hooper

—

Chansoo Joung

128,297

⁽²⁾ 

*

John E. Lowe

122,651

⁽²⁾ 

*

H. Lamar McKay

8,296

⁽²⁾ 

*

William C. Montgomery⁽⁷⁾

83,159

⁽²⁾ 

*

Amy H. Nelson

65,344

⁽²⁾ 

*

Daniel W. Rabun

59,177

⁽²⁾ 

*

Peter A. Ragauss

60,746

⁽²⁾ 

*

David L. Stover

—

John J. Christmann IV

1,479,584

^(3)(4)(5)(6) 

*

Stephen J. Riney

515,403

^(4)(5)(6) 

*

P. Anthony Lannie

437,500

⁽⁴⁾⁽⁶⁾ 

*

David A. Pursell

236,005

^(4)(5)(6) 

*

D. Clay Bretches

138,357

⁽⁶⁾ 

*

All directors, nominees, and executive officers as a group (including the above named persons)

1.05

% 

Represents less than one percent of outstanding shares of common stock of the Company.

All ownership is sole and direct unless otherwise noted. Inclusion of any common stock not owned directly shall not be construed as an admission of beneficial ownership. Fractional stock has been rounded to the nearest whole share.

Includes the following common share equivalents related to retainer fees deferred under the Company’s Directors’ Compensation Plan and/or the Company’s Outside Directors’ Deferral Program: Ms. Bay – 62,373; Ms. Ellis – 38,975; Mr. Joung – 63,012; Mr. Lowe – 92,651; Mr. McKay – 8,296; Mr. Montgomery – 63,012; Ms. Nelson – 62,844; Mr. Rabun – 59,177; and Mr. Ragauss – 60,746.

Includes the following common stock equivalents held through the Company’s Deferred Delivery Plan: Mr. Christmann – 61,452; and all executive officers as a group – 63,595.

Includes the following shares of common stock issuable upon the exercise of outstanding employee stock options, which are exercisable within 60 days: Mr. Christmann – 370,301; Mr. Riney – 111,732; Mr. Lannie – 135,591; Mr. Pursell – 21,241; and all executive officers as a group – 688,543.

Includes the following shares of common stock held by the trustee of Apache Corporation’s 401(k) Savings Plan and/or Non-Qualified Retirement/Savings Plan or the trustee of an individual retirement account: Mr. Christmann – 138,749; Mr. Riney – 94,682; Mr. Pursell – 38,250; and all executive officers as a group – 285,502.

Includes the following unvested RSUs granted under the Company’s 2011 Omnibus Equity Compensation Plan and the 2016 Omnibus Compensation Plan: Mr. Christmann – 420,319; Mr. Riney – 182,589; Mr. Lannie – 115,515; Mr. Pursell – 119,076; Mr. Bretches – 111,288; and all executive officers as a group – 1,014,530.

On March 7, 2022, Mr. Montgomery notified the Board of his intention not to stand for re-election at the 2022 annual meeting of shareholders.

Name of Beneficial Owner

Address of Beneficial Owner

Amount and Nature of
Beneficial Ownership

Percent
of
Class

The Vanguard Group

100 Vanguard Blvd.

Malvern, Pennsylvania 19355

45,212,514

⁽¹⁾ 

12.45

State Street Corporation

State Street Financial Center

One Lincoln Street

Boston, Massachusetts 02111

23,122,695

⁽²⁾ 

6.37

BlackRock, Inc.

55 East 52nd Street

New York, New York 10055

22,869,044

⁽³⁾ 

6.30

Harris Associates, L.P.

111 South Wacker Drive, Suite 4600

Chicago, Illinois 60606

19,148,135

⁽⁴⁾ 

5.30

Hotchkis and Wiley Capital Management, LLC

601 S. Figueroa Street, 39^th Floor

Los Angeles, California 90017

18,630,099

⁽⁵⁾ 

5.13

Per Schedule 13G/A filed by The Vanguard Group on February 9, 2022.

Per Schedule 13G filed by State Street Corporation on February 9, 2022.

Per Schedule 13G filed by BlackRock, Inc. on February 3, 2022.

Per Schedule 13G filed by Harris Associates, L.P. on February 11, 2022.

Per Schedule 13G filed by Hotchkis and Wiley Capital Management, LLC on February 11, 2022.

Plan Category

Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights

(#)

(a)

Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights

($)

(b)

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding Securities
Reflected in Column (a))

(#)

(c)

Equity compensation plans approved by security holders⁽¹⁾⁽⁵⁾

5,579,032

63.78

⁽³⁾ 

11,026,062

⁽⁴⁾ 

Equity compensation plans not approved by security holders⁽²⁾⁽⁵⁾

128,907

—

552,477

Total

5,707,939

63.78

⁽³⁾ 

11,578,539

Includes the Company’s 2011 Omnibus Equity Compensation Plan and 2016 Omnibus Compensation Plan.

Includes the Directors’ Compensation Plan and Deferred Delivery Plan. The Company’s Deferred Delivery Plan allows officers and certain key employees to defer income from RSUs granted under the 2007 Omnibus Equity Compensation Plan, the 2011 Omnibus Equity Compensation Plan, and the 2016 Omnibus Compensation Plan in the form of deferred units. Each deferred unit is equivalent to one share of APA common stock. Distributions from the plan are made, at the election of the participant, beginning five years from deferral or upon termination of employment.

Weighted-average exercise price of outstanding stock options; excludes RSUs, performance-based stock units, and deferred stock units.

Available for grant under the 2016 Omnibus Compensation Plan, as of December 31, 2021.

See Note 14 of the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for the material features of the 2007 Omnibus Equity Compensation Plan, 2011 Omnibus Equity Compensation Plan, and 2016 Omnibus Compensation Plan.

  JOHN J. CHRISTMANN IV, 55, Chief Executive Officer and President

Mr. Christmann’s biographical information is set forth above under the heading Nominees for Election as Directors.

  D. CLAY BRETCHES, 57, Executive Vice President, Operations

  REBECCA A. HOYT, 57, Senior Vice President, Chief Accounting Officer, and Controller

  P. ANTHONY LANNIE, 68, Executive Vice President and General Counsel

  DAVID A. PURSELL, 58, Executive Vice President, Development

  STEPHEN J. RINEY, 61, Executive Vice President and Chief Financial Officer

Named Executive Officer

Title

John J. Christmann IV

Chief Executive Officer and President

Stephen J. Riney

Executive Vice President and Chief Financial Officer

P. Anthony Lannie

Executive Vice President and General Counsel

David A. Pursell

Executive Vice President, Development

D. Clay Bretches

Executive Vice President, Operations

Achieved Free Cash Flow¹ of $1.93 billion, exceeding projections by 477 percent.

Reduced long-term debt by approximately $1.3 billion, thereby lowering annual interest by 20 percent.

Modernized our production sharing contract in Egypt, allowing for increased investment, and forecasted a return to gross oil production growth.

Eliminated U.S. onshore routine flaring.

Achieved <1 percent total flaring intensity.

Realized freshwater consumption of 3 percent.

2021

2022

●   Maintained NEO salaries for the third year in a row.

●   Moved away from subjective to quantitatively measured ESG metrics by specifically targeting flaring intensity and freshwater consumption.

●   Approved payment of the annual incentive in accordance with the outcomes of the plan. The MD&C Committee did not exercise discretion.

●   Expanded the TSR peer group to include a broader mix of energy companies and increased the weighting of the S&P 500 index.

●   Maintained NEO salaries.

●   Reduced the CEO and President’s equity award value by 9%.

●   Expanded ESG metrics to include a focus on diversity and inclusion through a supplier diversity program.

●   Integrated ESG into our long-term plan through the use of a long-term CO₂e reduction metric, demonstrating APA’s commitment to sustainability.

Free Cash Flow for goal metrics and as used herein is calculated by taking cash flows from operations before changes in operating assets and liabilities, adjusted to exclude Altus Midstream Company, Sinopec’s noncontrolling interest, and cash-based stock compensation expense, and subtracts upstream capital investment, non-oil and gas capital, capitalized interest, and Company dividends.

Our Purpose