Kinetik Holdings Inc. appointed new CEO

Item 5.02. 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


The disclosure set forth in Item 1.01 regarding the Stockholders Agreement is incorporated by reference into this Item 5.02. The description of the Stockholders Agreement is a summary only and is qualified in its entirety by reference to the full text of the Stockholders Agreement, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Directors 

Effective as of the Closing Date, in connection with the Transaction, Mark Borer, Clay Bretches, Staci L. Burns, Joe C. Frana, Christopher J. Monk, Stephen P. Noe, Robert S. Purgason, and Jon W. Sauer each resigned from the Board. The resignations of Messrs. Borer, Bretches, Frana, Monk, Noe, Purgason, Sauer, and Ms. Burns were not a result of any disagreement with the Company. Effective as of the Closing Date, the Board appointed Elizabeth P. Cordia, David I. Foley, Thomas Lefebvre, John-Paul (JP) Munfa, Joseph Payne, Laura A. Sugg, and Jamie Welch to fill the newly created vacancies on the Board.


As of the Closing Date, the Board consisted of Elizabeth P. Cordia, David I. Foley, D. Mark Leland, Thomas Lefebvre, Kevin S. McCarthy, John-Paul (JP) Munfa, Joseph Payne, Ben C. Rodgers, Laura A. Sugg, Jamie Welch, and one vacancy. Biographical information for these individuals is set forth in the Proxy Statement in the section entitled "The Transaction-Directors and Management of Altus Following the Transaction," which is incorporated herein by reference.

Independence of Directors 

The Board has determined that each of D. Mark Leland, Kevin S. McCarthy, Laura A. Sugg, David I. Foley, JP Munfa, Elizabeth P. Cordia, Thomas Lefebvre and Joseph Payne are independent within the meaning of Nasdaq Rule 5605(a)(2) and the rules and regulations of the SEC.

Committees of the Board 

As of and immediately following the Closing, the Board appointed the following directors to serve on the following committees:


- 
Audit Committee: D. Mark Leland, Laura A. Sugg, Kevin S. McCarthy


- 
Compensation Committee: David I. Foley, Laura A. Sugg, Kevin S. McCarthy


- 
Corporate Governance and Nominating Committee: Laura A. Sugg, D. Mark Leland, Thomas Lefebvre


- 
Conflicts Committee: D. Mark Leland, Laura A. Sugg, Kevin S. McCarthy


Mr. Foley was appointed chairperson of the compensation committee, Mr. Leland was appointed chairperson of the audit committee and the conflicts committee and Ms. Sugg was appointed chairperson of the corporate governance and nominating committee and lead independent director.

Executive Officers 

On the Closing Date, in connection with the Transaction, Clay Bretches resigned as the Chief Executive Officer and President of the Company, Ben C. Rodgers resigned as the Chief Financial Officer and Treasurer of the Company, P. Anthony Lannie resigned as the Executive Vice President and General Counsel of the Company, Rebecca A. Hoyt resigned as the Senior Vice President, Chief Accounting Officer, and Controller of the Company, and Stephen P. Noe resigned as the Vice President, Business Development of the Company.

Effective as of the Closing Date, the following individuals were appointed by the Board as executive officers of the Company:


Name

Position


Jamie Welch Chief Executive Officer, President, Chief Financial Officer 


Matthew Wall EVP, Chief Operating Officer 


Steven Stellato EVP, Chief Accounting and Administrative Operating Officer 


Todd Carpenter General Counsel, Secretary and Chief Compliance Officer 


Anne Psencik Chief Strategy Officer 


Biographical information for each of the foregoing individuals is set forth in the Proxy Statement in the section entitled "The Transaction-Directors and Management of Altus Following the Transaction," which is incorporated herein by reference.


Liquidation of RSU Awards 

On the Closing Date, the Board voted to approve the termination and liquidation of all outstanding restricted stock unit awards, which were held by then-current and former members of the Board who were not officers, employees, or non-independent appointees of Apache Midstream, whether vested or unvested, granted under the Altus Midstream Company Restricted Stock Units Plan, dated December 17, 2018 (the "RSU Awards"), contingent upon the Closing of the Transaction. On the Closing Date, the RSU Awards were settled through initiation of payment by the Company to each member of the Board holding such RSU Awards an amount equal to the product of (i) the number of restricted stock units subject to the applicable RSU Award, multiplied by (ii) the closing price of one share of Class A Common Stock on the Closing Date, plus all dividend equivalents accumulated with respect to the applicable RSU Award, plus any amounts due under any other agreements and arrangements aggregated with the RSU Awards.

Indemnification of Directors and Officers 

As of the Closing Date, the Company has entered into indemnification agreements with each of its officers and directors. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

The foregoing description of the indemnification agreements is a summary only and is subject to, and qualified in its entirety by reference to, the form of indemnification agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.