Message from Our Non-Executive Chair of the Board

Dear Fellow Shareholders,

In September 2022, I was elected by the Board to serve as non-executive chair of APA Corporation. I am honored to work with the rest of the Board, the management team, and the APA stakeholder community as we help meet the world’s increasing energy needs in a cleaner, more sustainable way. As many of you are aware, I was elected to this role following the retirement of John Lowe, who held the position for the previous seven years. I would like to thank John for his partnership – he has been a wise and consistent voice on our Board for nearly a decade, and we will sincerely miss his contributions.

As your Board, we seek to build sustainable value for shareholders by executing a transparent, focused strategy. We prioritize prudent risk management, good corporate governance, strong realized pay-for-performance alignment in our executive compensation programs, and an intentional approach to environmental, social and governance (ESG) leadership and engagement. We would like to highlight several areas of particular significance for the Board this past year:

Business & Strategy. In 2022, we delivered on a wide range of commitments to maintain a disciplined financial approach and leverage our diversified portfolio. Despite declining oil prices in the second half of the year, APA has continued to enjoy a robust free cash flow profile provided by our unhedged exposure to a globally diversified product price mix. One of our top financial priorities has been returns to our shareholders, and over the past year, we returned over 60%, or roughly $1.6 billion, of free cash flow via stock buybacks and dividends. We also doubled our annual dividend to $1.00 per share starting in the fourth quarter of 2022, and we strengthened our balance sheet by reducing our upstream debt by $1.4 billion. Additionally, we are proud to highlight our achievements across our capital investment plan and portfolio over the past year, which include the following:

Looking ahead, we plan to continue exploration and appraisal activities in Suriname with a goal of advancing towards a development project in Block 58, and our financial priorities have not changed: returning 60% or more of free cash flow to shareholders through stock buybacks and dividends, as well as continued debt reduction.

Engaging with Shareholders. Direct feedback from our shareholders through ongoing engagement is a critical input to our corporate governance, executive compensation, and ESG practices. Our efforts ensure that we remain focused on the issues of greatest importance to our shareholders while we work to provide the world with affordable, reliable, and abundant sources of energy. 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 the Fall of 2022, we reached out to shareholders representing approximately 59.1% of our outstanding shares and 47.5% either engaged with us or told us no meeting was necessary.

In light of our recent 69.4% positive Say-on-Pay outcome, our discussions over the past year included soliciting feedback from investors on the reasoning behind their votes. Some of the specific areas where we requested feedback included the variety of metrics used in our incentive plans, our level of disclosure for performance goals, our process for setting long-term incentive targets, and our peer group. While the Board has been proud of our compensation program’s ability to create strong realized pay-for-performance alignment and a clear connection to our strategic objectives, we look forward to incorporating our investors’ feedback into future iterations of our program design and disclosure. For additional details, please see the Compensation Discussion and Analysis section of the proxy statement.

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, and our recent additions and promotions reflect this commitment. In February 2022, we welcomed two new Board members – Lt. Gen. Charles Hooper (Ret.) and Dave Stover. General Hooper brings extensive global affairs and cybersecurity experience, and Dave Stover brings crucial international energy and transformation expertise, with each of them complementing the skills and backgrounds of our full Board. Over the past year, they have become trusted and integral members of our Board.

The Board also thinks about refreshment from the perspective of its leadership roles. In addition to my own election to the role of non-executive chair in September 2022, Juliet Ellis was appointed chair of the Management Development and Compensation Committee following the retirement of the former committee chair, William Montgomery. Following this transition, all of our three Board committees are now chaired by diverse Board members.

Environmental Stewardship. We concentrate our sustainability efforts on three primary pillars that help focus our resources and direct our efforts toward activities where APA and its subsidiaries can deliver the most positive and relevant impact. These pillars—Air, Water, and Communities + People—are the foundation for our ESG strategy and initiatives. 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 establishing appropriately challenging goals and linking compensation to progress on achievement. After laying a strong foundation for oversight, accountability, and disclosure in recent years, we have made significant progress toward many components of our environmental strategy, including:

Our People, Health and Safety, and Community Engagement. Supporting progress within the communities where we operate, as well as within our own workforce, are critical components of our ESG strategy. Over the past year, we have continued to seek new ways to support our local communities, such as by continuing our support of primary school education for girls in Egypt through our Springboard program and helping underserved communities access reliable energy.

Within our workforce, diversity and inclusion (D&I) remains a top priority for APA, and we are focused on creating an environment where everyone feels a sense of belonging and is empowered to thrive and grow. To advance our commitment to diversity and inclusion, we have taken a proactive approach, which has included efforts such as expanding employee resource groups and building an important partnership with the Posse Foundation to support underserved communities. As part of our pledge to D&I, we previously 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. Related to this, we published our EEO-1 data for 2021 after hearing that many of our investors value this disclosure, and we started incorporating D&I goals into our annual incentive compensation program to reinforce building diversity across our organization as well as our suppliers. In 2022, we successfully met our annual incentive compensation D&I goal of establishing a supplier diversity program and began reporting our Tier 1 spend by category ahead of schedule.

As part of our ongoing commitment to our people, we are proud to highlight two key areas where we have made significant progress and will continue to focus our efforts over the coming year. These include:

On behalf of the entire Board, I would like to thank you for your continued investment in APA Corporation at this important time in our ESG journey. We are proud of the work that we have accomplished and look forward to building on this momentum in the coming years.

Sincerely,

Notice of Annual Meeting of Shareholders of APA Corporation

Items of Business

The 2023 annual meeting of shareholders of APA Corporation, a Delaware corporation (the Company), will be held as specified above, in a virtual-only format, for the following purposes:

Shareholders will transact any other business that may properly come before the meeting or any adjournment or postponement thereof.

Voting and Virtual Attendance

Holders of record of the Company’s common stock as of the close of business on the record date set forth above are entitled to notice of, and to vote at, the annual meeting.

The Company’s annual meeting of shareholders will be held in a virtual-only format. Shareholders will not be able to attend the meeting in person. For details on attending the annual meeting virtually, please refer to the section titled How to Register for and Access the Virtual Meeting located near the end of this proxy statement.

Your vote is very important. Whether or not you plan to attend the annual meeting virtually, we encourage you to vote as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the Notice of Internet Availability of Proxy Materials you received in the mail, the section titled How to Vote near the end of this proxy statement, or, if you requested to receive printed proxy materials, your enclosed proxy card.

By order of the Board of Directors,

Rajesh Sharma

Corporate Secretary

APA Corporation

2000 Post Oak Boulevard, Suite 100

Houston, Texas 77056

April 11, 2023

Proxy Statement

This proxy statement contains information about the 2023 annual meeting of shareholders of APA Corporation and, along with any enclosed proxy card, is being made available to you by the Company’s Board of Directors (the Board) starting on or about April 11, 2023.

Contents

ABOUT APA CORPORATION

The Company’s subsidiaries have exploration and production (E&P) operations in the United States, Egypt’s Western Desert, and the United Kingdom’s North Sea and exploration operations offshore Suriname and the Dominican Republic.

Since 1954, our team has been unified by our values, our culture, and our commitment to building shareholder value, with a shared sense of purpose that empowers every employee to make decisions and achieve the Company’s goals. Our global team is brought together by a sense of ownership and the knowledge that the best answers win. We aim to be a community partner in our areas of operation, focused on protecting the safety and health of our employees, our communities, and the environment, while continuously looking for more sustainable ways to operate.

Our strategy is to focus on creating sustainable free cash flow by continuing to prioritize long-term returns over growth, strengthening our balance sheet through debt reduction, advancing our large-scale opportunity in Suriname, leveraging our updated production sharing contract terms in Egypt, and continuing our efforts to differentiate the Company through our environmental, social, and governance (ESG) programs and strategy.

In 2021, Apache Corporation transitioned to a holding company structure. As a result, APA Corporation was formed and became the parent company publicly traded on the Nasdaq Stock Market (Nasdaq).

PURPOSE OF THE ANNUAL MEETING

At the Company’s annual meeting, shareholders will vote on the following matters:

Any other business that properly comes before the meeting may also be transacted. As of the date of this proxy statement, the Company is not aware of any other business to come before the meeting.

There are no rights of appraisal or similar rights of dissenters arising from matters to be acted on at the meeting.

For complete information on who can vote, how to vote, and the votes needed for approval of the above items, please see the Other Information section near the end of this proxy statement.

Your vote is very important. Please vote your shares in advance by the specified deadline, even if you plan to attend the annual meeting virtually.

CORPORATE GOVERNANCE

Standing Committees and Meetings of the Board

The standing committees of the Board include the Audit Committee, the Corporate Responsibility, Governance, and Nominating (CRG&N) Committee, and the Management Development and Compensation (MD&C) Committee, each as reflected in the table below. Actions taken by these committees are reported to the Board at the next Board meeting.

During 2022, each of the Company’s continuing directors attended all of the regularly scheduled meetings of the Board held during the period for which the director was a Board member and at least 75% of the regularly scheduled committee meetings for the committees of which he or she was then a member. While the Company does not have a policy regarding Board members’ attendance at our annual meeting of shareholders, all then-current directors attended last year’s annual meeting. The members of the Board and each committee and the number of meetings held by the Board (including both regular and special meetings) and each committee during 2022 are set forth in the following table.

Committee Responsibilities

Audit Committee

CRG&N Committee

MD&C Committee

Committee Charters and Governance Documents

You can access electronic copies of the charters of the Audit Committee, the CRG&N Committee, and the MD&C Committee, along with our Governance Principles and Code of Business Conduct and Ethics, which meets the requirements of a code of ethics under applicable SEC regulations and Nasdaq standards, on our website at www.apacorp.com. You may also request printed copies of any of these documents by writing to APA’s Corporate Secretary at 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400.

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 director evaluation process to ensure that the full Board and each committee assess their performance and solicit feedback for areas of improvement. For the full Board, our non-executive chair interviews each Board member individually to solicit 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.

Board Risk Oversight

The full Board oversees the Company’s risk management and business strategy, including from both a short-term and long-term perspective, while Company management is responsible for the day-to-day management of risk and implementation of that strategy. To assist it in this oversight role, the Board’s committees are primarily responsible for matters relating to the risks inherent in the committees’ respective areas of oversight, with each committee regularly reporting and making recommendations to the full Board. As discussed in detail below, the Board also retains direct oversight of key strategic risks, such as ESG, climate change, and cybersecurity. The Board believes that this structure and division of responsibility is the most effective way to monitor and control risk.

The Board is also responsible for promoting a culture of prudent risk management for the Company, setting the example for management and all employees to follow. Through regular interaction with and reporting from management, including with the head of the Company’s internal audit, risk, and compliance functions, along with ongoing communication with the independent auditor, the Board and its committees take an active role in risk oversight for the Company. This risk oversight framework utilized by the Company is designed to enable careful and efficient identification and management of our enterprise risks, with the Board regularly reviewing this framework and related activities to ensure their ongoing effectiveness.

Board Risk Oversight Framework

For discussion of risk considerations in our compensation programs, please also see Risk Considerations in Compensation Programs included in the Compensation Discussion and Analysis section of this proxy statement.

Cybersecurity Risk Oversight

Cybersecurity risk is an area of significant focus for our entire Board, particularly as more and more of our operations rely on digital technologies. Cyberattacks use increasingly sophisticated methods and could pose serious risks to the Company’s revenue, reputation, data integrity, and ability to operate in a safe and environmentally responsible way. To mitigate this risk, the Company has adopted an information security program, which uses sophisticated technology and processes to help reduce the threats posed by malicious online actors, with our Information Technology Security team monitoring, identifying, preventing, and responding to potential cyberattacks that threaten the Company.

To help ensure the ongoing strength and effectiveness of the Company’s efforts and because of the risks posed to all areas of our operations, cybersecurity is overseen at the Board level. The Board has determined that retaining direct oversight responsibility for this risk allows the broadest possible viewpoints to be brought to bear on this issue. Our Board members are therefore able to review and analyze this risk from both the perspective of the matters managed by the committees of which they are a member and from a comprehensive, Company-wide perspective.

Our management team provides at least annual updates to each of the Audit Committee and the full Board regarding this program, as well as trends in cyberattack activities and other developments impacting our digital security. External cybersecurity experts are also invited to speak to the Board, and management provides regular cybersecurity training and updates to Company personnel. Additionally, given Lt. Gen. Hooper’s previous work experience in positions relevant to information security, the Board benefits from his perspectives and skills when reviewing and managing the Company’s exposure to cybersecurity risk.

The Company has had no indication of a material cybersecurity breach within the past three years that would have had a material impact on our business or results of operations.

ESG and Climate Change Risk Oversight

Our Board and senior management are directly engaged in assessing and managing climate change-related risks and opportunities. These matters, similar to the cybersecurity risk discussed above, are of such a strategic nature that the Board retains direct oversight responsibility, with each committee providing additional oversight unique to their areas of focus. The Audit Committee reviews the Company’s risk management process, which includes management of climate change-related business, legal, and regulatory risks. The CRG&N Committee oversees management of and performance on ESG issues, including the content of the Company’s annual Sustainability Report. The MD&C Committee has also taken steps that link ESG performance to compensation for all employees.

In addition to the work of these committees, the full Board receives regular updates on climate change-related topics, including risk management, greenhouse gas (GHG) emissions management, third-party ESG ratings, and overall ESG performance. The Board also regularly invites outside experts on ESG issues to provide ongoing education and differing perspectives. Additionally, the Company’s management team conducts scenario analyses, incorporating both short-term views—generally with a 5-year horizon—and long-term views—utilizing internal and external analyses, averaged out over multiple decades. These analyses are utilized when making investment and development plans, including assessing potential climate-related risks and opportunities, which the Board reviews.

The Company commits considerable time, energy, and capital to reduce its impact on the environment and to manage the evolving opportunities and risks associated with climate change. The Board and Company management engage every level of the organization and all functional areas of the business through a “wellhead-to-boardroom” approach, which aligns the Company’s collective interests and incentivizes top performance and accountability.

For information on the Board’s role in human capital management, please see the description of the MD&C Committee above and the Management Succession Planning and Leadership Development section below.

Board Leadership Structure

Separate Roles for Board Chair and CEO

The Board does not have a formal policy regarding whether the position of chair may be filled by the Company’s Chief Executive Officer and President (CEO and President). Instead, the Board has adopted a flexible leadership structure that allows for variations depending on the circumstances and changing needs of the Company over time. The Board believes the current structure enhances corporate governance and allows each of our non-executive chair and our CEO and President to remain focused on their distinct roles, which, for the non-executive chair, primarily involves Board and corporate governance and, for the CEO and President, primarily involves day-to-day management leadership and implementation of our corporate strategy. The Board regularly reviews all aspects of its governance profile, including the Board leadership structure, and will make changes as appropriate.

Role of the Non-Executive Chair

Consistent with good governance practices, since 2015, the Board has annually elected an independent director to serve as 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. The non-executive chair:

Board Nomination Process and Refreshment

We are committed to ensuring APA has a diverse, highly engaged, and skilled Board to provide valuable strategic guidance to our management team. This commitment includes extensive evaluation criteria for election and re-election of Board members, guidelines ensuring our Board members can dedicate sufficient time to the needs of the Board, and a focus on refreshment of the Board to continue to bring in new perspectives, skills, and experiences.

Evaluation Criteria for Board Members

The CRG&N Committee considers the following criteria in recommending new nominees or the re-election of directors to the Company’s Board and its committees:

All decisions to recommend the nomination of a new nominee for election to the Board or for the re-election of a director are within the sole discretion of the CRG&N Committee. The above criteria and guidelines, together with the section of the Company’s Governance Principles entitled “Qualifications of Board Members,” constitute the policy of the CRG&N Committee regarding the recommendation of new nominees or the re-election of directors to the Board or its committees.

Overboarding Maximums

As reflected in the evaluation criteria above, our Board recognizes the importance of our directors’ ability to commit significant time and energy to fulfill 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 the director 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 oversees compliance with this overboarding principle and takes public company board service into account when evaluating director nominees for election or re-election. As of the date of this proxy statement, none of our directors exceeds our overboarding maximums.

Board Refreshment

The search process for new directors is an extensive and time intensive process involving our CRG&N Committee and the full Board. The CRG&N Committee also has the sole authority to retain any external search firms and advisors, when appropriate, to assist in the search for or evaluation of candidates, including the authority to approve fees and any other terms of retention. The Board’s commitment to spending the time and energy necessary to identify, recruit, and retain talented directors is a critical component of the Board’s responsibilities to our stakeholders.

Over the past four years, we have added four new directors to the Board and four directors have retired from the Board, significantly reducing the average tenure of our members. Our newest directors bring a variety of skills and perspectives to the Board, including through financial, executive, analytical, cybersecurity, ESG, and international experience. These fresh perspectives continue to help the Board fulfil its commitment to its oversight role and prudently managing the Company’s risks and strategies. The Board will continue to evaluate its membership and committee assignments, in furtherance of the Company’s core value to seek top performance through continuous improvement.

Shareholder Recommendations and Nominations

Shareholders interested in making a recommendation to the CRG&N Committee for consideration of a director nominee may contact the Company’s Corporate Secretary at 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400. Shareholder recommendations are then forwarded to the CRG&N Committee for consideration. Additionally, shareholders may review the requirements under the section entitled Future Shareholder Proposals and Director Nominations for the requirements and deadlines to include a director nomination in next year’s proxy statement or for presentation directly at next year’s meeting, in accordance with the Company’s bylaws.

Director Independence

During the first two months of 2023, 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 this 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 Nasdaq and the SEC.

The Company’s Governance Principles require that the independent directors meet in executive session at least twice each year; in 2022, they met four times in executive session. These executive sessions are chaired by our independent, non-executive chair.

Board Diversity

Company policy precludes directors and employees from discriminating against any protected group. As such, all director candidates are evaluated, and the decision of whether or not to nominate a particular candidate is made, based solely on Company- and work-related factors. The Company’s approach to Board diversity complements this policy, as we believe that Board diversity in all its aspects is essential to our business. Our criteria for Board selection, summarized above, operates as our diversity policy.

The Board is committed to recruiting and appointing a diverse and broadly inclusive membership. Five of our ten director nominees self-identify as diverse, based on gender or ethnicity.

Nasdaq’s Board Diversity Requirements

Nasdaq listing rules require companies to have, or explain why they do not have, two diverse directors on the board, including at least one female director and at least one director who identifies as either a racial or ethnic minority or a member of the LGBTQ+ community. The Company’s Board exceeds this Nasdaq diversity requirement.

Board Diversity Matrix

Nasdaq-listed companies are required to publicly disclose board-level statistics using a standardized board diversity matrix in the form of the table below. The information in the table is based on voluntary, self-reported information from the Company’s directors. The categories included in the table, other than “Additional Diversity Characteristics,” have the meanings set forth in Nasdaq Rule 5605(f). Diversity characteristics not applicable to our Board have been excluded from the table.

Pledging and Hedging Policies

The Company has a pledging policy that prohibits non-employee directors and executive officers from holding APA securities in a margin account or pledging any APA securities as collateral for a loan. The Company also has a hedging policy that prohibits non-employee directors and executive officers from entering into any hedge or other transaction (such as puts, calls, options, or other derivative securities) in APA securities that has the effect of limiting the risk of ownership of APA common stock or stock options. As of the date of this proxy statement, each non-employee director and executive officer complies with the Company’s pledging and hedging policies. The Company does not have pledging or hedging policies applicable to employees who are not executive officers.

Insider Trading Policy

The Company has an insider trading policy regarding the purchase, sale, or other dispositions of the Company’s securities by officers, directors, and employees of the Company and its affiliates that is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to the Company. The policy sets forth the basic principles of the types of insider trading transactions prohibited by U.S. securities laws, the civil and criminal penalties that may result from violations, and examples of the types of information that constitute material, nonpublic information. The policy includes requirements for managers to remind employees about insider trading laws when such employees possess material, nonpublic information and addresses the process by which the Company may implement special blackout periods to restrict trading. The Company’s Corporate Secretary is the primary point of contact for questions about the policy and for alerting the Company of any known or suspected prohibited transactions.

Additionally, the Company’s Code of Business Conduct and Ethics, which applies to all directors, officers, and employees of the Company and its affiliates, contains a dedicated discussion of insider trading, with reference to the Company’s insider trading policy. This section of the Code prohibits the use of material, nonpublic information for personal gain or the enrichment of others. While in possession of material, nonpublic information, the Company’s representatives are prohibited from buying or selling APA securities or securities of any other company to which the material, nonpublic information relates. The Company’s representatives are also prohibited from disseminating the material, nonpublic information to anyone who may trade on or misuse the information. The Code emphasizes that insider trading laws carry significant penalties, including the possibility of criminal prosecution and jail time.

Management Succession Planning and Leadership Development

To drive our success, the Company invests in our greatest asset: our people. This includes ensuring we have talented and high-performing individuals leading the Company at all levels, from leaders in the field to executive officers in our corporate headquarters. The retention and continued development of these leaders is a key priority of the Company. In addition, the Company is focused on leadership succession planning to ensure the identification and preparation of a strong pipeline of future leaders, ensuring that the Company has the right leaders today and tomorrow to execute on our long-term strategies.

The full Board has direct responsibility for overseeing the succession plan for our CEO and President, including the approval and maintenance of a succession plan, based on recommendations of the MD&C Committee, as required by our Governance Principles. Additionally, the MD&C Committee is responsible for reviewing and discussing with management the succession planning for other members of our management team, as required by the committee’s charter. Having a clear and defined succession planning process helps keep our current and future leaders more engaged and dedicated to the success of the Company.

Leaders at all levels of the Company, including senior management, are provided ongoing training and skills development programs. Our programs focus on the following:

A company-wide mentorship program provides opportunities for informal skill development and improvement of core leadership skills.

Shareholder Engagement Program and Feedback

The Company’s industry-leading approach to engagement with stakeholders on a year-round basis, including efforts specific to the ESG-related issues discussed in the following section, continues to be a core focus of our Board and executive management. These engagement and feedback initiatives help ensure we are addressing the issues that our shareholders consider to be critical to the Company’s long-term success.

The feedback received through these engagement programs has been instrumental in guiding the Board’s and the Company’s strategic decision making for operational, risk, and compensation decisions.

Environmental and Social Stewardship

The Board and management 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 that are core to our business, important to our stakeholders, and where we are capable of making a material impact: air, water, and communities + people. To ensure we remain accountable, the Board, alongside the ESG Management Committee, which is made up of cross-functional management-level employees responsible for evaluating ESG risks and opportunities, takes an active role in overseeing our ESG strategy and driving performance by linking compensation to the Company’s progress against ESG metrics.

In addition to our ongoing shareholder engagement program, the Company has an ESG-focused engagement program with the following components:

Communicating with Our Board

Shareholders and other interested parties may communicate with the independent directors of our Board by mailing their communications to the address below, and the Company’s Corporate Secretary will forward relevant communications to the independent directors.

Concerns about accounting, internal accounting controls, or auditing matters should be reported through the procedures specified in the document titled “Procedures for the Submission of Complaints and Concerns Regarding Accounting, Internal Accounting Controls, or Auditing Matters,” and any actual or suspected violation of law or the Company’s Code of Business Conduct and Ethics should be reported through the reporting methods specified in the Code of Business Conduct and Ethics. Both documents are available on the Company’s website at www.apacorp.com.

ELECTION OF DIRECTORS (PROPOSAL NOS. 1–10)

The terms of our current directors will expire at the annual meeting. Each of our current directors has been recommended by the CRG&N Committee and nominated by the Board for election by the shareholders to a one-year term. If elected, all nominees will serve beginning upon their election until their respective successors have been duly elected and qualified at the annual meeting of shareholders in 2024.

Unless otherwise instructed, all proxies will be voted in favor of these nominees. If one or more of the nominees is unwilling or unable to serve, the proxies will be voted only for the remaining named nominees. The Board knows of no nominee for director who is unwilling or unable to serve if elected. Proxies cannot be voted for more than ten nominees.

Summary Information about Our Nominees

Board Skills Matrix

Board Nominee Composition Highlights

Nominees for Election as Directors

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Biographical information, as of the date of this proxy statement, for the executive officers of the Company is set forth below.

EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

CD&A At-a-Glance

This Compensation Discussion and Analysis (CD&A) explains our executive compensation program for our CEO and President, Chief Financial Officer, and our three other most highly compensated executive officers serving at the end of 2022, referred to as our named executive officers (NEOs). This CD&A also describes the MD&C Committee’s process for making pay decisions, as well as its rationale for specific decisions related to fiscal year 2022.

2022 Named Executive Officers

Executive Summary

Our 2022 Performance Highlights

During 2022, APA continued to build on its foundation for long-term success by continuing to prioritize long-term returns over production growth, strengthening our balance sheet through debt reduction, and focusing on immediate and actionable ESG opportunities most relevant to our industry and business strategy. Through our disciplined approach, we delivered excellent financial performance with strong execution in each of our operational areas.

We generated the second-highest annual Free Cash Flow (FCF)⁽¹⁾ in our history, of which 66% was returned to our shareholders, and our stock price increased over 65%. We outperformed all of our safety targets and continued to demonstrate our industry leadership on ESG issues where we believe we can have the greatest direct impact: air, water, and communities + people. In all, our measured and thoughtful strategies have proven effective in building sustainable value for shareholders.

The following are key business achievements in 2022:

Say-on-Pay and Shareholder Engagement

The MD&C Committee has a long history of keeping an open dialogue with the investor community. We regularly meet with our shareholders to discuss business topics, seek feedback on our performance, and address other matters, such as executive compensation. Over the past few years, these discussions have led to key program improvements, such as moving from subjective to quantitatively measured ESG metrics, limiting the use of discretion to adjust payouts, and expanding our Total Shareholder Return (TSR) peer group to include a broader mix of energy companies.

Consistent with our commitment to listen and respond to our shareholders, we increased the focus and intensity of our outreach and engagement efforts as a result of our most recent say-on-pay vote, which yielded approximately 70% support for our executive compensation program. In the Fall of 2022, we reached out directly to shareholders representing approximately 59.1% of shares outstanding to discuss, amongst other topics, our compensation practices. Shareholders owning approximately 47.5% of our shares outstanding either met with us in engagement meetings or notified us that no meeting was necessary this year. Our independent directors, including our non-executive chair and the chairs of the MD&C and CRG&N Committees, were available for all of our shareholder meetings throughout 2022, unless a shareholder preferred to speak with one or the other or with management only.

As part of this process, the MD&C Committee also retained a new independent compensation consulting firm to gain further insight on current pay practices and ensure that our approach going forward effectively balances competitive market practices, shareholder expectations, best-practice governance standards, and our business strategy.

What We Heard and What We Did

Focused discussions about executive compensation with our shareholders always provide valuable and balanced insights about what our investors like about our program and what could be enhanced. During this most recent round of engagement sessions, many of our shareholders reiterated their appreciation for the heavy weighting we place on quantitative goals in both of our incentive plans. They also commended us for being a “best-in-class” example of incorporating ESG goals into our long-term incentive plan, as well as holding ourselves accountable for achieving near-term environmental goals, in preference to meeting targets that are far into the future (i.e., 2040).

We also gained a better understanding of where shareholders expect us to continue strengthening alignment with their interests and be more transparent in our disclosures. In response, we have taken multiple steps to further enhance the structure and features of our executive compensation program, which are summarized below.

Compensation Best Practices and Policies

We believe the following practices and policies promote sound compensation governance and are in the best interests of our shareholders and executives.

Pay-for-Performance Alignment

Our executive compensation program delivers pay that is aligned with actual performance and is structured such that performance directly impacts the realizable pay of our NEOs. The following chart shows that the realizable value of the CEO and President’s compensation is strongly aligned with shareholder value. Because a significant portion of executive compensation is long-term and equity-based, the amounts shown in the Summary Compensation Table are not the same as realizable pay. Realizable pay is defined as base salary, earned bonus, all other compensation as reported in the Summary Compensation Table, and earned value of long-term awards or their target value in the case of ongoing awards. This means that realizable pay makes estimates about the value of certain equity awards, but that value may change significantly based on performance results before the awards actually pay out. As a result, while realizable pay includes some actually paid amounts (base salary, for example), it is not compensation actually received in each respective year.

*Awards are valued at target for future vesting of in-progress programs.

What Guides Our Program

APA’s Guiding Principles and Executive Compensation Philosophy

The executive compensation program is designed to keep our senior leadership team focused on the seamless execution of the Company’s strategic plan, with the goal of delivering shareholder value over the long term. As such, executive compensation program decisions are grounded in the following principles:

Components of Executive Compensation

The following primary components of compensation support our executive compensation philosophy.

Compensation Mix

The charts below show the target annual total direct compensation of our CEO and President and the average for our other NEOs for fiscal year 2022. These charts illustrate that a majority of executive compensation is variable, with 89% for our CEO and President and an average of 83% for our other NEOs at risk.

Totals may not add to 100% due to rounding.

Decision-Making Process

Engagement of New Independent Compensation Consultant

For 2022, the MD&C Committee continued its engagement with NFP Compensation Consulting (the Prior Consultant), as the independent compensation consultant for matters related to executive compensation, including the determination of 2022 base salaries and target incentive award opportunities. The Prior Consultant was retained through May 2022, at which time the MD&C Committee retained the services of Pearl Meyer & Partners, LLC (Pearl Meyer) as its independent compensation consultant for the remainder of the year.

Pearl Meyer was engaged to support the MD&C Committee’s efforts to conduct a comprehensive analysis of the current executive compensation program, in response to shareholder feedback following the Company’s 2022 annual meeting of shareholders. Pearl Meyer was selected as the independent compensation consultant after an extensive review process conducted by the MD&C Committee. The MD&C Committee determined that Pearl Meyer and the Prior Consultant were independent during 2022.

Compensation Peer Group

Peer group data contributes to our external market parity, recruitment, retention, and performance analysis. The MD&C Committee refers to data regarding compensation awarded to similarly situated officers by companies in the compensation peer group to ensure that our NEOs’ base salaries, target annual incentive compensation award opportunities, and equity grants are competitive. The compensation peer group is intended to reflect E&P companies of a similar size, scope of operations, complexity, and international footprint as APA.

The MD&C Committee uses the following criteria when determining the compensation peer group for companies in our industry:

Based on the above criteria and as a result of consolidation in the industry, the 2022 compensation peer group is comprised of the following E&P companies, as approved by our MD&C Committee:

For 2023, our MD&C Committee has determined it is appropriate to maintain the same compensation peer group, except that Continental Resources, Inc. (Continental) was removed following its take-private transaction in 2022.

2022 Executive Compensation Program in Detail

Base Salary

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. Our base salary program is designed to help us recruit and retain executive talent with experience in oil and gas E&P companies operating in the United States and internationally. In making base salary decisions, the MD&C Committee considers the CEO and President’s recommendations for non-CEO NEO salaries, as well as each NEO’s position and level of responsibility within the Company. The MD&C Committee considers factors such as relevant market data as well as individual performance and contributions.

Our NEOs’ base salaries were held flat in 2022.

Annual Incentive Compensation

Our annual incentive compensation plan is designed to motivate and reward our NEOs to create long-term value by achieving key short-term business objectives aligned with our long-term strategy. When determining individual annual incentive payouts, the MD&C Committee considers both corporate achievement of business objectives and each officer’s individual performance. In formulating and assessing the annual incentive compensation plan, we consider whether and to what degree the elements of the plan advance the Company’s long-term strategy.

Annual incentive targets are expressed as a percentage of base salary and based on market data, internal equity, and size and scope of job responsibilities. Actual awards may range from zero to 200% of target, depending on corporate and individual performance.

The table below discloses the annual incentive targets for each NEO for 2022.

Corporate Performance

Corporate performance under the annual incentive compensation plan is measured based on a pre-determined mix of quantitative metrics and strategic goals that are aligned with our purpose, vision, and strategy. These metrics are intended to reflect goals that can be acted upon within the current year and produce results that contribute to the long-term success of the Company. The threshold, target, and maximum achievement for each goal are generally set at the beginning of the year by the MD&C Committee and recommended for approval during the February Board meeting.

2022 Corporate Performance Metrics and Results

Corporate performance targets are set based on our approved annual corporate plan, which represents our expectations for the year, and are measured against a scorecard at the end of the fiscal year. Because we conduct business in an industry that is driven by volatile commodity prices, our plan is reviewed regularly by management and the Board, so that we can adapt our operations to changing conditions as necessary. In particular, the MD&C Committee set the corporate performance targets outlined below in early 2022, considering the relevant business conditions at the time, a significant increase in capital expenditures for the year, high inflationary pressures, increased cash costs across the sector, and ongoing supply disruptions, which continued to drive higher dollar per BOE costs.

The 2022 scorecard, including metric weightings, performance targets, and actual results, is outlined below.

Individual Performance

Using the corporate objectives as a foundation, the MD&C Committee, with input from the CEO and President for all other NEOs, assesses the annual incentive compensation target for each executive against market conditions. Where needed, the MD&C Committee further tailors an executive’s annual incentive compensation to their responsibilities and performance, the executive’s impact on annual results, and internal alignment. Our CEO and President evaluates all other officers based on these same criteria. Our independent compensation consultant is involved in the determination of targets and recommended awards for all officers.

In evaluating our NEOs’ contributions during 2022, the Committee considered each NEO’s specific contribution to the Company’s performance and key strategic initiatives and provided the individual performance modifier to reflect their respective contributions to those achievements.

2022 Annual Incentive Award Payouts

The CEO and President’s annual incentive award payout was determined by the MD&C Committee and recommended to the Board for approval. For each of the other NEOs, the MD&C Committee approved the CEO and President’s recommendations with respect to the annual incentive award payouts. The actual awards paid to the NEOs for 2022 were as follows: