DEF 14A 1 ny20002243x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
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ARCHROCK, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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	Notice of 2022 Annual Meeting of Stockholders and Proxy Statement

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MESSAGE TO OUR STOCKHOLDERS

Dear Fellow Stockholder:

On behalf of the Board of Directors and our management team, we cordially invite you to attend Archrock, Inc.’s Annual Meeting of Stockholders, which will be held at 9:00 a.m. Central Time on Thursday, April 28, 2022 at our corporate offices located at 9807 Katy Freeway, Suite 100, Houston, Texas. The 2022 Annual Meeting of Stockholders will be held in-person and according to recommended safety protocols necessitated by the COVID-19 pandemic.

At this meeting, you will have a chance to vote on the matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote by internet, telephone, or mail as soon as possible to ensure your vote is recorded promptly. The instructions set forth in the Proxy Statement and on the proxy card explain how to vote your shares.

Thank you for your continued support of Archrock at a time when the delivery of reliable, affordable and cleaner energy to industries and homes across the United States has never been more critical.

Sincerely,



Gordon Hall, Chairman of the Board	Brad Childers, President and Chief Executive Officer

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NOTICE OF 2022 ANNUAL

STOCKHOLDERS’ MEETING

ANNUAL MEETING DETAILS	MEETING AGENDA
DATE Thursday, April 28, 2022	PROPOSAL	BOARD’S VOTING RECOMMENDATION	PAGE REFERENCE

TIME 9:00 a.m. Central Time	Election of nine director nominees	FOR EACH NOMINEE	1

LOCATION Archrock, Inc. 9807 Katy Freeway, Suite 100 Houston, Texas 77024	Ratification of the appointment of the independent registered public accounting firm for fiscal 2022	FOR	21

RECORD DATE March 3, 2022	Non-binding, advisory vote to approve 2021 executive compensation of our Named Executive Officers	FOR	24

The Board recommends that you vote “FOR” each director nominee and “FOR” each of the other proposals. The full text of these proposals is set forth in the accompanying Proxy Statement.

For specific instructions on how to vote your shares, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail, the instructions provided in this document, or, if you requested to receive printed proxy materials, your proxy card.

By Order of the Board of Directors,

Stephanie C. Hildebrandt, Secretary

March 16, 2022

AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our 2021 Annual Report to Stockholders are available at www.archrock.com. Stockholders are encouraged to access and carefully review the proxy materials before voting. We commenced mailing and made this Proxy Statement available on the Internet on March 16, 2022.

CONTINGENT VIRTUAL MEETING

Due to the public health impact of the COVID-19 pandemic, we will monitor the need to conduct the meeting solely by means of remote communication. In that event, details on how to participate will be set forth in a press release issued by the Company and available at www.archrock.com. If you plan to attend the meeting, please check our website one week prior to the meeting.

VOTE AS SOON AS POSSIBLE

Vote right away using any of the following methods. Have your proxy card or voting instructions accessible and follow the instructions. If your shares are held in the name of a broker or other nominee, follow the voting instructions you receive from your broker or other nominee.

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CONTENTS

2021 in Review	i
Fiscal 2021 Financial Highlights	i
Environmental, Social and Governance	ii
Corporate Governance	iii
Executive Compensation	iii

Proposal 1 — Election of Directors	1
Board Recommendation and Vote Required	1
Overview of 2022 Director Nominees	1
Qualifications and Attributes	2
Nominees for Director	3

Governance	9
Investor Outreach	9
Director Independence and Tenure	9
Board Leadership Structure	9
Director Qualifications, Diversity and Nominations	10
Committees of the Board, Membership and Attendance	10
Compensation Committee Interlocks and Insider Participation	12
The Board’s Role in Risk Oversight	12
Management Succession Planning	13
Related Party Information	13
Director Compensation	14
Company Management Team	16

Stock Ownership	18
Ownership of Certain Beneficial Owners	18
Ownership of Management	19
Section 16(a) Beneficial Ownership Reporting Compliance	20

Proposal 2 — Ratification of the Appointment of the Independent Registered Public Accounting Firm	21
Board Recommendation and Vote Required	21

Fees Paid to the Independent Registered Public Accounting Firm	21
Pre-Approval Policy	22
Report of the Audit Committee	22

Proposal 3 — Advisory Vote to Approve the Compensation of the Named Executive Officers	24
Board Recommendation and Vote Required	24

Compensation Discussion and Analysis	25
Executive Summary	26
Discussion of Our Fiscal 2021 Executive Compensation Program	31
Other Compensation Policies, Practices and Guidelines	43
Report of the Compensation Committee	46
Compensation Tables	47
CEO Pay Ratio	57

Additional Information	58
2022 Annual Meeting of Stockholders	58
Stockholders Entitled to Vote	58
Voting Methods	58
Annual Meeting Quorum	58
Broker Non-Votes and Their Impact on the Annual Meeting	58
How to Change Your Vote	58
Tabulation of Votes	58
Solicitation of Votes	59
Availability of Proxy Materials	59
Householding	59
2023 Annual Meeting of Stockholders	59
Communication with the Board	60
Company Documents	60
Company Contact Information	60

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2021 IN REVIEW

FISCAL 2021 HIGHLIGHTS

$89M

cash returned to stockholders

2.2x

dividend coverage

0.10 TRIR

Total Recordable

Incident Rate

year-end dividend

yield

Generated net income and earnings per share growth at the bottom of the business cycle

Delivered free cash flow after dividend of $164 million, driven by the resilience of our business, disciplined capital allocation and proceeds from the strategic sale of non-core assets

Maintained capital discipline, reducing growth spending by 53% compared to 2020, in alignment with the market and customer demand

Strength and durability of our business and cash flows supported returns to stockholders of $89 million

In the second half of 2021, we experienced improved momentum in horsepower booking and resumed operating horsepower growth, leading indicators for our business, through the redeployment of assets and disciplined and selective capital spending

Achieved our best ever Total Recordable Incident Rate in 2021 of 0.10, a significant improvement over 2020 TRIR of 0.25

Published our third Sustainability Report and continued to focus on ways to improve our environmental, social and governance (“ESG”) performance

Completed several major phases of a process and technology transformation project that we expect will result in improved operating efficiencies, reduced internal costs and improved profitability, as well as reduced emissions on a per horsepower basis

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Archrock is committed to a strategy focused on natural gas and a cleaner energy future for us, our customers and other stakeholders. We believe that a multi-faceted approach focused on partnerships, customer expectations, investments in technology and sustained affordability, will drive an effective energy transition. At Archrock, we began by estimating and analyzing our scope 1, 2 and 3 emissions, reporting on our current state, closely monitoring trends and expectations and establishing the internal governance structure to advance our initiatives. We recognize that the energy transition will present both challenges and opportunities to the industry. We also appreciate the impact of affordable energy on our collective health and wellbeing – and our natural gas compression infrastructure plays a critical role. To ensure we not only achieve our near-term objectives but also address long-term sustainability and evolving stakeholder expectations, we have identified the following points of focus that we believe are the most impactful to our operations:

Economic Impact. Our mission is to be the premier provider of natural gas compression services in the U.S. By providing superior service to maximize our customers’ operations, we play a critical role in the delivery of cleaner burning and affordable natural gas. In addition, we are focused on capital discipline, generation of free cash flow and returns to our stockholders. Finally, we foster a culture that is committed to sharing our time and resources for the betterment of our communities.

Customers and the Environment. Our mission to be the premier provider of compression services is the bedrock of our operating strategy. This demands the delivery of high quality services, a compression fleet of nearly 4 million available horsepower to help meet the gas compression services requirements of approximately 400 customers throughout all major U.S. energy producing regions, and the commitment to partner with our customers to help them meet evolving emissions standards.

Safety. With over 500 field service technicians and shop mechanics deployed across the U.S., operating safely must be and is a core value. Our talented technicians and mechanics are equipped with the support, tools and skills to perform their jobs safely, efficiently and in an environmentally-conscious way. Safety has consistently been a performance metric of our annual short-term incentive program.

People. We take pride in operating and maintaining superior equipment, but it is our people who truly make the difference, providing best-in-class customer service to the energy industry on a 24/7/365 basis. To hire and retain the top people in the industry, we have made it a priority to create a work environment based on integrity, respect and inclusion and to offer training programs for continuous improvement as well as compensation and other programs that fairly reward and recognize employee contributions.

Leadership and Governance. We believe that good corporate governance practices are the foundation for lasting performance, and we are committed to maintaining best practices in governance, with appropriate Board oversight of strategy and risk, including environmental and social risks and opportunities. We believe our history bears out the value we ascribe to corporate governance and the effectiveness of our corporate governance structure and processes.

We invite our stockholders to learn more about our approach and performance with respect to environmental, social and governance matters by reading our 2020 Sustainability Report and listening to our quarterly earnings calls. Our Sustainability Report can be found at www.archrock.com.

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CORPORATE GOVERNANCE

✓

Annual election of all directors

✓

Plurality vote standard which requires that any nominee for director who receives a greater number of “withheld” votes than “for” votes must submit his or her resignation for consideration by the Board

✓

Separate chairman and chief executive officer

✓

Majority independent board; seven of our nine directors are independent

✓

100% independent board committees

✓

Independent directors meet regularly without management present

✓

33% gender and racial diversity; 50% of board leadership roles are held by women

✓

Modest director compensation with emphasis on equity component

✓

Officer and director stock ownership guidelines

✓

No hedging or pledging of Company securities

✓

Annual board and committee evaluations

EXECUTIVE COMPENSATION

Our philosophy is to reward performance with compensation that is a mix of fixed and variable compensation and is balanced between long-term and annual performance objectives. Good governance, adherence to best practices and consideration of stakeholder interests form the foundation of our executive compensation program, developed by a fully independent Compensation Committee with the support of an independent executive compensation consultant. Our best practices include:

✓

Annual review and consideration of our peer group

✓

Three-year performance periods for long-term incentive awards

✓

Three-year equity vesting

✓

Separate performance measures for short-term and long-term incentives

✓

Caps on performance-based compensation

✓

Regular review of burn rate and dilution associated with long-term incentives

✓

Extremely limited perquisites

✓

Double trigger change of control agreements

✓

Performance-based compensation clawback policy

For more information regarding our 2021 executive compensation program, see the “Compensation Discussion and Analysis” in this Proxy Statement.

iii

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PROPOSAL 1

ELECTION OF DIRECTORS

Nine directors are nominated to be elected to the Board of Directors (the “Board”) at the Annual Meeting. Each nominee has consented to serve as a director if elected.

BOARD RECOMMENDATION

The Board recommends a vote “FOR” the election of each director nominee to hold office for a one-year term expiring at the 2023 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified.

VOTE REQUIRED

With respect to the election of directors, you may vote “for” or withhold authority to vote for each director nominee. A plurality of the votes present in person or by proxy and entitled to vote is required to elect each director nominee, meaning that the nine director nominees who receive the highest number of shares voted “for” their election are elected. However, our Corporate Governance Principles require that any nominee who receives a greater number of “withheld” votes than “for” votes must submit his or her resignation for consideration by our Board. Broker non-votes will not have an effect on the election of directors.

OVERVIEW OF 2022 DIRECTOR NOMINEES

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NOMINEES FOR DIRECTOR

The following biographical information is furnished with respect to each director nominee, together with a discussion of each nominee’s experience, qualifications and attributes or skills that were considered in their nomination to the Board.

ANNE-MARIE N. AINSWORTH Age 65 Independent Director since April 2015 Member, Audit Committee Chair, Governance and Sustainability Committee	Qualifications
	●	Extensive leadership experience in the oil and gas industry
	●	Familiarity with governance issues, having served as chief executive officer of both public and private energy companies
	●	Experience operating a portfolio of energy assets including direct responsibility for safety

Career Highlights

●

President, Chief Executive Officer and director of the general partner of Oiltanking Partners, L.P. (a provider of terminal, storage and transportation services to the crude oil, refined petroleum and liquefied petroleum gas industries) and President and Chief Executive Officer of Oiltanking Holding Americas, Inc. from 2012 to 2014

●

Senior Vice President, Refining of Sunoco, Inc. (a petroleum and petrochemical manufacturer) from 2009 to 2012

●

General Manager of the Motiva Enterprises, LLC, refinery in Norco, Louisiana from 2006 to 2009

●

Director, Management Systems and Process Safety at Shell Oil Products U.S. from 2003 to 2006, and Vice President of Technical Assurance at Shell Deer Park Refining Company from 2000 to 2003

Board Service

●

Director, member of the compensation committee and chair of the safety and environment committee of Pembina Pipeline Corporation (a Canadian oil and gas pipeline company)

●

Director and member of the audit committee of Kirby Corporation (an operator of inland and offshore tank barge fleets in the U.S. and provider of diesel engine services)

●

Director and member of the EHS and public policy committee and finance committee of Holly Frontier Corporation (an independent petroleum refiner in the U.S.)

●

Former director of Seventy Seven Energy Inc. from 2014 to 2015

Education

●

BS, Chemical Engineering, University of Toledo

●

MBA, Rice University, where she also served as an Adjunct Professor from 2000 to 2009

●

Graduate, Institute of Corporate Directors Education Program, Rotman School of Management, University of Calgary, with ICD.D designation

D. BRADLEY CHILDERS Age 57 President and Chief Executive Officer, Archrock Non-Independent Director since April 2013	Qualifications
	●	Intimate knowledge of our strategy, operations and markets
	●	Deep understanding of operational opportunities and challenges acquired through prior operating roles
	●	Business judgment, management experience and leadership skills that are highly valuable in assessing our business strategies and accompanying risks

Career Highlights

●

President and Chief Executive Officer since 2011, Senior Vice President from 2007 to 2011, as well as various senior management roles with Exterran Energy Solutions, L.P., a predecessor subsidiary, from 2008 to 2011, and with Universal Compression Holdings, Inc. (“UCI”), a predecessor company from 2002 to 2007

●

President, Chief Executive Officer and Chairman of the Board of Archrock GP LLC, the managing general partner of Archrock Partners, L.P., a master limited partnership in which we owned an equity interest (the “Partnership”) from 2011 until the Partnership’s merger into a wholly-owned subsidiary of Archrock, Inc. in 2018 (the “Partnership Merger”)

●

Various roles with Occidental Petroleum Corporation (an international oil and gas exploration and production company) and its subsidiaries from 1994 to 2002

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Board Service

●

Yellowstone Academy (a non-profit private school) since 2014

●

Former Chairman of the Board of the Partnership from 2008 until the Partnership Merger in 2018

Education

●

BA, Claremont McKenna College

●

JD, University of Southern California

GORDON T. HALL Age 62 Independent Director since March 2002 Member, Audit and Governance and Sustainability Committees	Qualifications
	●	Thorough understanding of our operational and strategic opportunities and challenges
	●	Experience as a research analyst covering oil field services companies provides a broad-based understanding of the industry, as well as mergers, acquisitions and capital markets transactions
	●	Extensive energy company board service

Career Highlights

●

Independent Chairman of the Board since November 2015, having served as Vice Chairman and Lead Independent Director from 2013 to 2015

●

Chairman of the Board of Exterran Holdings, Inc. from 2007 to 2013 and Chairman of the Board of Hanover Compressor from 2005 to 2007 (both predecessor companies)

●

Retired as Managing Director, Senior Oil Field Services Analyst and Co-Head of the Global Energy Group, Credit Suisse (an investment banking firm) in 2002 after fifteen years with the firm

●

Professor in the Master of Science in Financial Analysis Program from 2018 to 2020 and interim Chief Financial Officer in 2018

Board Service

●

Member of the executive board of trustees, chairman of the finance committee and non-executive treasurer of Gordon College

●

Former director of Noble Corporation from 2010 to 2021, of Weatherford International plc from 2019 (upon emergence from Weatherford’s Chapter 11 reorganization) to 2020, of Select Energy Services from 2012 to 2015, of Grant Prideco, Inc. from 2007 until its acquisition by National Oilwell Varco, Inc. in 2008 and of Hydril Company from 2002 until its merger with Tenaris S.A. in 2007

Education

●

BBA, Mathematics, Gordon College

●

SM, M.I.T. Sloan School of Management

FRANCES POWELL HAWES Age 67 Independent Director since April 2015 Chair, Audit Committee Member, Governance and Sustainability Committee	Qualifications
	●	Over 20 years of service as a financial advisor and CFO for both private and public companies resulting in financial expertise, business knowledge and leadership experience
	●	Extensive understanding of the audit function and risk management
	●	Financial consulting and advisory experience

Career Highlights

●

CFO of New Process Steel, L.P. (a privately held steel distribution company) from 2012 to 2013

●

Senior Vice President and CFO of American Electric Technologies, Inc. (a publicly traded provider of power delivery solutions) from 2011 to 2012

●

CFO, Executive Vice President and Treasurer of NCI Building Systems, Inc. (a publicly traded firm providing engineered building solutions) from 2005 to 2008

●

CFO and Treasurer of Grant Prideco, Inc. (a manufacturer of engineered tubular products for the energy industry) from 2000 to 2001

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●

Chief Accounting Officer, Vice President Accounting and Controller of Weatherford International Ltd. (a multinational oil field service company), having advanced through a number of positions of increasing responsibility, from 1989 to 2000

Board Service

●

Director, chair of the audit committee and member of the Governance and Sustainability Committee of Laredo Petroleum (a company focused on the exploration, development and acquisition of oil and natural gas properties in the Permian region of the U.S)

●

Director and audit committee member of PGT Innovations (a manufacturer of premium windows and doors)

●

Director of Financial Executives International, Houston Chapter

●

Former director of Energen Corporation from 2013 to 2018 and of Express Energy Services from 2011 to 2014

Education

●

BBA, Accounting, University of Houston

●

Certified Public Accountant

J.W.G. “WILL” HONEYBOURNE Age 70 Independent Director since April 2006 Member, Compensation and Governance and Sustainability Committees	Qualifications
	●	Technical background in petroleum engineering
	●	Operations and senior leadership experience with oilfield services companies
	●	Thorough understanding of the challenges and opportunities of markets and financing through current and former energy company board service and as managing director of a private equity firm focused on the energy industry

Career Highlights

●

Managing Director of First Reserve (a private equity firm) since 1999, with responsibility for deal origination, investment structuring and monitoring, with a particular emphasis on the equipment, manufacturing and services sector, upstream oil and gas and international markets

●

Senior Vice President of Western Atlas International (a seismic and wireline logging company) from 1996 to 1998

●

Member of the Society of Petroleum Engineers and the Society of Exploration Geophysicists

Board Service

●

Director of Barra Energia Petróleo e Gás (a private Brazilian oil and gas exploration and production company)

●

Former director of Red Technology Alliance from 2006 to 2010 and of Acteon Group from 2006 to 2012

●

Former non-executive chairman of KrisEnergy from 2009 to 2017

Education

●

BSc, Oil Technology, Imperial College, London University

JAMES H. LYTAL Age 64 Independent Director since April 2015 Chair, Compensation Committee Member, Governance and Sustainability Committee	Qualifications
	●	Over 40 years of experience in the midstream oil and gas sector, including executive leadership and advisory roles
	●	Deep familiarity with the management of midstream assets
	●	Through extensive board service, experience with public company executive compensation and governance matters

Career Highlights

●

Advisor for Global Infrastructure Partners (a leading global, independent infrastructure investor) from 2009 to June 2021

●

Executive Vice President, Enterprise Products Partners (a North American midstream energy services provider) from 2004 to 2009

●

President of Leviathan Gas Pipeline Partners, which later became El Paso Energy Partners, and then Gulfterra Energy Partners, from 1994 to 2004

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Held a series of commercial, engineering and business development positions with various companies engaged in oil and gas exploration and production and gas pipeline services from 1980 to 1994

Board Service

●

Director and chairman of the audit committee of Rice Acquisition Corp. II (a special purpose acquisition company) since June 2021

●

Director of ColdStream Energy, LLC (a privately held oil and gas energy services company) since 2020

●

Former director and member of the audit committee and chairman of the conflicts committee of Rice Midstream Management LLC, the managing general partner of Rice Midstream Partners, L.P. from 2015 until it was acquired in 2018

●

Former director of Gulfterra Energy Partners from 1994 to 2004

●

Former director of Azure Midstream Partners GP, LLC, the general partner of Azure Midstream Partners, LP from 2013 to 2017, including service as member of the audit committee and chairman of the conflicts committee

●

Former director and chairman of the compensation committee and member of the audit committee of SemGroup Corporation from 2011 until it was acquired in 2019

Education

●

BS, Petroleum Engineering, The University of Texas at Austin

LEONARD W. MALLETT

Age: 65

Independent Director

since January 2021

Member, Compensation Committee

Qualifications

●

Significant executive leadership experience with responsibility for engineering, strategic sourcing and health, safety and environmental training, compliance and reporting

●

Operations experience and technical expertise, including construction, start-up and operation of natural gas and oil pipeline gathering, transportation and processing facilities

Career Highlights

●

Executive Vice President and Chief Operations Officer of Summit Midstream Partners, LP (a midstream provider of natural gas, oil and water gathering services) from 2015 to 2019; Interim Chief Executive Officer during 2019

●

Senior Vice President, Engineering, Enterprise Products Partners L.P. (a midstream natural gas and oil pipeline company) from 2008 to 2015 and Senior Vice President of Environmental Health and Safety from 2006 to 2008

●

Served in roles of increasing responsibility with TEPPCO (a master limited partnership that provided oil and natural gas pipelines and storage and related facilities) from 1979 to 2006, including as Senior Vice President of Operations

●

Formerly held leadership roles with the Pipeline Research Council International, the Office of Pipeline Safety and the Clean Channel Association

Board Service

●

Former director of Summit Midstream GP, LLC, the general partner of Summit Midstream Partners, LP, 2019

Education

●

BS, Mechanical Engineering, Prairie View A&M University

●

MBA, Houston Baptist University

●

Kellogg Executive Development Program at Northwestern University

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JASON C. REBROOK Age 48 Non-Independent Director since July 2020	Qualifications
	●	Over 25 years of experience in capital markets, acquisitions, divestures and operations in both the upstream and midstream sectors
	●	Operating experience and understanding of the unique risks, opportunities and challenges of the oil and gas industry
	●	Leadership experience in a highly entrepreneurial and successful privately-held company

Career Highlights

●

Chief Executive Officer and director of Harvest Midstream Company (a privately-held midstream company services provider) since 2018 and Chief Executive Officer of JDH Capital Company

●

President of Hilcorp Energy Company (a privately held oil and gas production company) from 2018 to January 2021 and Executive Vice President from 2009 to 2018, having joined Hilcorp in 2008 as Asset Team Manager of the company’s Gulf of Mexico properties

●

Previously served as Senior Vice President, Oil & Gas, GE Capital and in both domestic and international assignments with Chevron Corporation

●

Member of Young Presidents’ Organization, Duke University’s Energy Task Force, the Society of Petroleum Engineers, the Independent Petroleum Association of America and the Greater Houston Partnership

Board Service

●

Director of privately-held companies Hilcorp Energy Company, Baywater Drilling, LLC, Kenai Logistics, LLC and STX Beef, LLC

●

Member of the board of trustees for Marietta College

●

Former director of privately-held companies Elite Compression Services, LLC from 2012 to 2019 and Texas Coastal Ventures, LLC from 2016 to 2019

Education

●

BS, Petroleum Engineering, Marietta College

●

MBA, Duke University’s Fuqua School of Business

EDMUND P. SEGNER, III Age 68 Independent Director since July 2018 Member, Audit and Governance and Sustainability Committees	Qualifications
	●	Technical experience and financial acumen
	●	Thorough understanding of the energy industry and operational challenges unique to the industry
	●	Experience with compensation, financing matters and the evaluation of acquisition opportunities through service as a president and director of other publicly-traded companies

Career Highlights

●

Professor in the Practice of Engineering Management in the Department of Civil and Environmental Engineering at Rice University (Houston) since 2006

●

President, Chief of Staff and Director from 1999 to 2007 and principal financial officer from 2003 to 2007, EOG Resources, Inc. (a publicly traded independent oil and gas exploration and production company)

Board Service

●

Member of the audit committee and finance committee of Laredo Petroleum, Inc. (a company focused on the exploration, development and acquisition of oil and natural gas properties in the U.S. Permian region)

●

Former chairman of the compensation committee and member of the audit committee and the reserves and environment, health and safety committee of HighPoint Resources (a company engaged in exploration and development of natural gas and oil reserves in the U.S. Rocky Mountain region) from 2009 and until its merger with Bonanza Creek Energy, Inc. in 2021

●

Former director and member of the audit, conflicts and compensation committees of Archrock GP LLC, the managing general partner of the Partnership, from 2009 to 2018

●

Former director and a member of the conflicts committee of Midcoast Holdings, LLC from 2014 until it was acquired and taken private by Enbridge Energy Partners, L.P. in 2017

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Education

●

BS, Civil Engineering, Rice University

●

MA, Economics, University of Houston

●

Certified Public Accountant

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GOVERNANCE

INVESTOR OUTREACH

Highlights of our corporate governance practices are provided at the beginning of this Proxy Statement under “2021 in Review”. The Board is committed to responsible and responsive corporate governance policies and practices that serve the interests of all stockholders. The full Board, at the direction of the Governance and Sustainability Committee, routinely reviews best practices in corporate governance, as well as environmental and social issues, and considers stakeholder interests and feedback. During 2021, members of our senior management team attended 12 energy investor events and participated in numerous phone calls to communicate our mission and vision with our stockholders and receive information on the issues they consider most important as an investor in Archrock.

DIRECTOR INDEPENDENCE AND TENURE

Our Code of Business Conduct requires all employees, officers and directors to avoid situations that may impact their ability to carry out their duties in an independent and objective fashion. Any circumstance that has the potential to compromise their ability to perform independently must be disclosed. In addition, we distribute director and officer questionnaires at least annually to elicit related-party information. The questionnaire includes our Code of Conduct and Corporate Governance Principles and requires that each director and executive officer certify their review and compliance with such documents. We also require that responses to the questionnaire be updated throughout the year to the extent circumstances change.

The Governance and Sustainability Committee assesses director independence each year by considering all direct and indirect business relationships between Archrock and each director (including his or her immediate family), as well as relationships with our registered public accounting firm, our compensation consultant, other for-profit concerns and charitable organizations. With the Governance and Sustainability Committee’s recommendation, the Board makes a determination relating to the independence of each member, which is based on applicable laws, regulations, our Corporate Governance Principles and the rules of the New York Stock Exchange (“NYSE”).

During the Governance and Sustainability Committee’s most recent review of independence, in addition to the responses to the director and officer questionnaires, the committee was provided information regarding transactions with any related parties as determined through a search of our accounting records. See “Related Party Information” in this Proxy Statement for more information.

Based on the recommendation of the Governance and Sustainability Committee, the Board determined that the following nominees for director are independent: Mmes. Ainsworth and Hawes and Messrs. Hall, Honeybourne, Lytal, Mallett and Segner.

The Board believes it has a healthy mix of representation based on tenure of the directors currently serving, with two new directors added in the last two years.

BOARD LEADERSHIP STRUCTURE

We separate the roles of Chairman of the Board and Chief Executive Officer. The Board recognizes the time, effort and energy that our Chief Executive Officer is required to devote to his position, as well as the stewardship commitment required to serve as our Chairman. The Board believes this structure is appropriate for the Company and is in the best interest of our stockholders because of the size and composition of the Board, the scope of our operations and the responsibilities of the Board and management.

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Our Chief Executive Officer
focuses on the day-to-day
operations and management
of our business

Our independent Chairman
leads the Board in its
fundamental role of providing
advice to and oversight of
management

Mr. Hall serves as Chairman and presides over the regular sessions of the Board and the executive sessions of the Board, held at every regularly scheduled Board meeting, as well as the executive sessions of independent directors.

DIRECTOR QUALIFICATIONS, DIVERSITY AND NOMINATIONS

The Governance and Sustainability Committee believes that all Board candidates should be selected for their character, judgment, ethics, integrity, business experience, time commitment and acumen. The Board, as a whole, through its individual members, seeks to have competence in areas of particular importance to us such as finance, accounting, operations, energy industry, health, safety and the environment and relevant technical expertise. The Governance and Sustainability Committee also considers issues of diversity in the director identification and nomination process. While the Governance and Sustainability Committee does not have a formal policy with respect to diversity, it seeks nominees with a broad diversity of experience, professions, skills, education and backgrounds. The Governance and Sustainability Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Governance and Sustainability Committee believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, color, religion, sex, age, national origin, citizenship, veteran status, disability, sexual orientation, gender identity, genetic information or any other basis proscribed by law.

Directors must be committed to enhancing the long-term interests of our stockholders as a whole and should not be biased toward the interests of any particular segment of the stockholder or employee population. Board members should also be prepared to travel to attend meetings of the Board and its committees and should be ready to dedicate sufficient time to prepare in advance of such meetings to allow them to make an effective contribution to the meetings. Further, Board members should ensure that they are not otherwise committed to other activities which would make a commitment to the Board impractical or unadvisable. In addition, Board members should satisfy the independence, qualification and composition requirements of the Board and its committees, as required by applicable law, regulation and the rules of the NYSE, our certificate of incorporation, our bylaws and our Corporate Governance Principles.

Stockholders may propose director nominees to the Governance and Sustainability Committee (for consideration for election at the 2023 Annual Meeting of Stockholders) by submitting, within the time frame set forth in this Proxy Statement, the names and supporting information (including confirmation of the nominee’s willingness to serve as a director) to the address provided under “Company Contact Information.” Any stockholder-recommended nominee will be evaluated in the context of our director qualification standards and the existing size and composition of the Board. See “Additional Information – 2023 Annual Meeting of Stockholders.”

COMMITTEES OF THE BOARD, MEMBERSHIP AND ATTENDANCE

The Board has designated an Audit Committee, a Compensation Committee and a Governance and Sustainability Committee to assist in the discharge of the Board’s responsibilities. The Board and the committees of the Board are governed by our Code of Business Conduct, Corporate Governance Principles and the applicable committee charters, each of which is available to the public on our website at www.archrock.com or in print by submitting a written request to the address provided under “Company Contact Information.” The purpose and composition of each committee is summarized in the following table.

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Committee	Purpose	Composition	Committee Report
Audit Committee	The Audit Committee’s purpose is to assist the Board in its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independence, qualifications and performance of the independent auditor and our systems of disclosure controls and procedures and internal controls over financial reporting.	The Board has determined that each member of the Audit Committee is independent and possesses the requisite financial literacy to serve on the Audit Committee. The Board has also determined that each of Mmes. Ainsworth and Hawes and Messrs. Hall and Segner qualifies as an “audit committee financial expert,” as that term is defined by the Securities and Exchange Commission (the “SEC”). No member of the Audit Committee serves on the audit committee of more than two other public companies.	The Report is included in this Proxy Statement on pages 22-23.
Compensation Committee	The Compensation Committee’s purpose is to oversee the development and implementation of our compensation philosophy and strategy with the goals of attracting, developing, retaining and compensating the senior executive talent required to achieve corporate objectives and linking pay and performance. In addition, the Compensation Committee is charged with overseeing our broad-based strategies related to human capital management, including our approach to diversity and inclusion.	The Board has determined that each member of the Compensation Committee is independent.	The Report is included in this Proxy Statement on page 46.
Governance and Sustainability Committee	The Governance and Sustainability Committee’s purpose is to identify qualified individuals to become Board members, determine whether existing Board members should be nominated for re-election, review the composition of the Board and its committees, develop and maintain our Corporate Governance Principles, oversee the annual evaluation of the Board and its committees and provide oversight of our approach to environmental, social and governance matters.	The Board has determined that each member of the Governance and Sustainability Committee is independent.

Members of each committee are elected by the Board at its first meeting following the annual meeting of stockholders to serve for one-year terms. The current members of our committees and number of meetings held during 2021 are indicated in the following chart:

Director	Independent Director	Audit Committee	Compensation Committee	Governance and Sustainability Committee
Anne-Marie N. Ainsworth	♦	Member		Chair
D. Bradley Childers
Gordon T. Hall	♦	Member	Member
Frances Powell Hawes	♦	Chair		Member
J.W.G. Honeybourne	♦		Member	Member
James H. Lytal	♦		Chair	Member
Leonard W. Mallett	♦		Member
Jason C. Rebrook
Edmund P. Segner, III	♦	Member		Member
Number of Meetings Held in 2021		5	8	5

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The Board met six times in 2021. Each director attended 100% of the meetings of the Board and Board committees on which he or she served during 2021. Directors are also encouraged to attend each annual meeting of stockholders, and in 2021 all directors attended the meeting.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Messrs. Hall, Honeybourne, Lytal and Mallett served on the Compensation Committee in 2021. There are no matters relating to interlocks or insider participation that we are required to report.

THE BOARD’S ROLE IN RISK OVERSIGHT

The Board has an active role, as a whole and through its committees, in overseeing management of the Company’s risks. The Board receives regular reports from members of senior management on areas of material risk to us, including those listed in the chart below. The involvement of the Board in reviewing, approving and monitoring our fundamental financial and business strategies, as contemplated by our Corporate Governance Principles, is important to the determination of the types and appropriate levels of risk we undertake. The Board’s committees, all comprised solely of independent directors, assist the Board in fulfilling its oversight responsibilities.

Full Board	●	Strategic, financial and execution risk associated with the annual performance plan and long-term plan, including major operational and sustainability initiatives
	●	Risks associated with capital management, including financing, dividends and capital expenditures
	●	Mergers, acquisitions and divestitures
	●	Major litigation, disputes and regulatory matters
	●	Management succession planning
	●	Cybersecurity risk and prevention
	●	Risks associated with climate change and sustainability

Audit Committee	●	Financial reporting, accounting, disclosure and internal controls, including oversight of the internal and independent audit functions
	●	Oversight of the enterprise risk management process for identifying key risks and assessing management’s response
	●	Compliance, litigation and tax regulatory matters

Compensation Committee	●	Risks related to the overall effectiveness and cost of the Company’s compensation and benefit programs
	●	Risks associated with the design of executive compensation, including a mix of short-term and long-term incentive compensation that does not encourage excessive risk-taking
	●	Performance management as it relates to our executive officers
	●	Risks associated with human capital management, including management succession planning and diversity and inclusion

Governance and Sustainability Committee	●	Risks associated with corporate governance and board composition and effectiveness and director succession planning
Governance and Sustainability Committee	●	Monitoring and disclosure of material governance, safety, environmental and social risks and integration of company-wide response

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

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MANAGEMENT SUCCESSION PLANNING

Succession planning is a critical Board function. The Compensation Committee considers our business strategy in evaluating the skills and experience necessary for us to achieve our objectives and is actively engaged in management succession planning. With input from our Chief Executive Officer, the Compensation Committee routinely reviews management talent and leadership development and advises the Board in this regard. The Board has adopted a management succession plan, as well as a succession policy in the event of an unanticipated vacancy in the Chief Executive Officer position.

RELATED PARTY INFORMATION

Related Party Policy and Practices. We recognize that transactions with related persons can present potential or actual conflicts of interest and create the appearance that decisions are based on considerations other than the best interests of Archrock and our stockholders. Therefore, our Audit Committee has adopted a written policy on related party transactions to provide guidance and set standards for the approval and reporting of transactions between Archrock and individuals with a direct or indirect affiliation with the Company and to ensure that those transactions are in Archrock’s best interest. Any proposed related party transaction must be submitted to the Audit Committee for approval prior to entering into the transaction. Additionally, our policy requires a review by our Financial Reporting Department of any related party transactions on a quarterly basis. In the event the Company becomes aware of any pending or ongoing related party transaction that has not been previously approved or ratified, the transaction must be promptly submitted to the Audit Committee or its Chair for ratification, amendment or termination of the related party transaction. If a related party transaction is ongoing, the Audit Committee may establish guidelines for management and will annually assess the relationship with such related party.

In reviewing a proposed or ongoing related party transaction, the Audit Committee will consider, among other things, the following factors to the extent relevant to the related party transaction:

●

whether the terms of the transaction are fair to the Company and would apply on the same basis if the transaction did not involve a related party;

●

whether there are any compelling business reasons for the Company to enter into the transaction;

●

whether the transaction would impair the independence of an otherwise independent director; and

●

whether the transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account, among other factors the Audit Committee deems relevant, the size of the transaction, the overall financial position of the director, executive officer or other related party, that person’s interest in the transaction and the ongoing nature of any proposed relationship.

Related Party Transactions During 2021. On August 1, 2019, the Company and Archrock Services, L.P., a wholly owned subsidiary of the Company, acquired substantially all of the assets of Elite Compression Services, LLC (“Elite”), a portfolio company of Hildebrand Enterprises, LP (“Hildebrand Enterprises”), resulting in the issuance of 21,656,683 shares of Archrock’s common stock to JDH Capital Holdings, LP (“JDH”). Hildebrand Enterprises owns 100% of the limited partner interest in JDH. Hildebrand Enterprises is a holding company of energy-related and other operating companies and investments controlled by Jeffery D. Hildebrand, Executive Chairman and Founder of Hilcorp Energy Company (“Hilcorp”), which is one of Archrock’s customers. In February 2022, JDH changed its name to Old Ocean Reserves, LP (“Old Ocean”).

As of March 3, 2022, Old Ocean and its affiliates owned 11% of the outstanding shares of our common stock. Old Ocean has the right to designate one director to Archrock’s Board (the “Representative Director”) for so long as Old Ocean or its successors (together with all affiliates of such person) continue to hold, on an aggregate basis, at least 7.5% of the then-issued and outstanding shares of our common stock. Jason C. Rebrook, who was elected to the Board in July 2020 as Old Ocean’s Representative Director, is Chief Executive Officer and director of Harvest Midstream Company (“Harvest”), a Hilcorp affiliate. See “Election of Directors – Nominees for Director.”

In the normal course of business, the Company and its affiliates provide Hilcorp, Harvest and certain other Hilcorp affiliates with contract operations services and aftermarket parts at standard market rates. For fiscal year 2021, the Company received payments of approximately $39 million from transactions with Hilcorp, Harvest and their affiliates and made payments of approximately $30,000 to such companies.

Pursuant to the ongoing transactions with Hilcorp, Harvest and their affiliates, and his position as the Representative Director, Mr. Rebrook is deemed not independent. Therefore, the Board may request that Mr. Rebrook recuse himself from discussions that would reasonably be expected to result in a conflict of interest, including (without limitation) matters relating directly to Hilcorp, Harvest or any of their Affiliates, as well as pricing discussions.

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DIRECTOR COMPENSATION

Our Compensation Committee is responsible for recommending director compensation to the full Board for approval. Director compensation is designed to ensure the Company can attract and retain outstanding directors who meet the qualifications outlined in the Board’s Corporate Governance Principles, ensure alignment with long-term stockholder interests and recognize the substantial time commitments associated with service on the Board.

Each non-employee member of the Board is compensated in cash and equity. Mr. Hall receives additional cash compensation to reflect his additional responsibilities as Chairman of the Board. As president and chief executive officer of Archrock, Mr. Childers does not receive additional compensation for service on the Board.

Effective with the second quarter of 2020, the Compensation Committee determined to temporarily reduce all cash retainers by 25% due to the economic impact of the pandemic. Because the reduction in cash compensation was expected to be temporary, cash retainers in effect prior to the reduction were used for the independent consultant’s evaluation of 2021 director compensation. In their review, the Compensation Committee considered data provided by the independent compensation consultant, which included data derived from the proxy statements of our peer companies and the National Association of Corporate Directors Compensation Survey for energy industry companies with revenues between $450 million and $3.0 billion. The review indicated that the structure of our director compensation program was consistent with our peer group and our typical director compensation (pre-reduction) was at the median of the peer group.

Cash Compensation. Each non-employee director earned an annual cash retainer (the “Base Retainer”) for his or her service during 2021. The Chairman of the Board and the chairs of the Audit Committee, Compensation Committee and Governance and Sustainability Committee each received an additional retainer for their services. All retainers are paid in arrears in equal quarterly installments. Directors are also reimbursed for reasonable expenses incurred to attend Board and committee meetings. During the first six months of 2021, the directors’ cash compensation was reduced by 25%, as discussed above; effective with the third quarter of 2021 and based on improved industry conditions, the cash retainers were restored to pre-pandemic levels, along with management and employee salaries.

	2021 Director Cash Compensation
	Reduced Retainers Due to Pandemic			Restored Retainers
Description of Remuneration	First Qtr	Second Qtr	Annualized	Third Qtr	Fourth Qtr	Annualized
Base Retainer	16,875	16,875	67,500	22,500	22,500	90,000
Additional Retainers
Chairman of the Board	18,750	18,750	75,000	25,000	25,000	100,000
Audit Committee Chair	4,219	4,219	16,875	5,625	5,625	22,500
Compensation Committee Chair	3,750	3,750	15,000	5,000	5,000	20,000
Governance and Sustainability Committee Chair	3,750	3,750	15,000	5,000	5,000	20,000

Equity-Based Compensation. On March 5, 2021, the Compensation Committee approved the grant of restricted stock or restricted stock units with a deferred delivery date to each non-employee director with a grant date value equal to approximately $130,000. The number of shares awarded was determined based on the market closing price of our common stock on the grant date ($10.70) and resulted in the award of 12,149 restricted shares or restricted stock units to each non-employee director. The equity award was one-quarter vested on the grant date, and on each of June 1, September 1 and December 1, 2021.

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Stock Ownership Requirements. Our stock ownership policy requires each non-employee director to own an amount of our common stock equal to at least five times the Base Retainer amount (which equals $450,000 of our common stock) within five years of his or her election to the Board. We measure the stock ownership of our directors annually as of each June 30. All directors are in compliance with our stock ownership policy.

Director Stock and Deferral Plan. Under our Directors’ Stock and Deferral Plan (the “Directors’ Plan”), directors may elect to receive all or a portion of their cash compensation for Board service in the form of our common stock and may defer their receipt of the stock. No director elected to participate in the Directors’ Plan during 2021.

Total Director Compensation. The following table shows the total compensation paid to each non-employee director for his or her service during 2021. As shown below, excluding our Chairman of the Board, the equity (at-risk) portion of compensation is greater than 50% of each director’s total compensation.

Director	Fees Earned in Cash ($)	Stock Awards ($) ¹	All Other Compensation ($) ²	Total ($)
Anne-Marie N. Ainsworth	96,250	129,994	2,642	228,886
Wendell R. Brooks ³	3,750	—	—	3,750
Gordon T. Hall	166,250	129,994	2,642	298,886
Frances Powell Hawes	98,438	129,994	—	228,432
J.W.G. Honeybourne	78,750	129,994	2,642	211,386
James H. Lytal	96,250	129,994	2,642	228,886
Leonard W. Mallett ³	75,000	129,994	2,642	207,636
Jason C. Rebrook	78,750	129,994	2,642	211,386
Edmund P. Segner, III	78,750	129,994	—	208,744

¹Represents the grant date fair value of our common stock calculated in accordance with ASC 718. In lieu of restricted stock, Ms. Hawes and Mr. Segner elected to receive restricted stock units with deferred delivery.

²Represents the payment of dividends on unvested restricted stock. Dividend equivalent rights were accrued on the restricted stock units issued to Ms. Hawes and Mr. Segner and will be paid upon distribution of the shares underlying the units according to the terms of the Archrock, Inc. 2020 Stock Incentive Plan.

³Mr. Brooks retired from and Mr. Mallett was elected to the Board in January 2021

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COMPANY MANAGEMENT TEAM

The following provides information regarding our executive and senior leadership officers as of March 3, 2022. Information concerning the business experience of Mr. Childers is provided under “Nominees for Director” in this Proxy Statement.

*Douglas S. Aron (48) – Senior Vice President and Chief Financial Officer since 2018*
	●	Executive Vice President and Chief Financial Officer of HollyFrontier Corporation (an independent petroleum refiner and marketer of petroleum products) from 2011 to 2017
	●	Prior to Frontier Oil Corporation’s merger with Holly Corporation in 2011, served Frontier as Executive Vice President and Chief Financial Officer, from 2009, as Vice President of Corporate Finance, from 2005 to 2008 and as Director of Investor Relations, from 2001 to 2005
	●	Executive Vice President and Chief Financial Officer of Nine Energy Service, Inc. (a North America oilfield services company) in 2017
	●	BA, Journalism, The University of Texas at Austin
	●	MBA, Jesse H. Jones Graduate School of Business, Rice University

*Donna A. Henderson (54) – Vice President and Chief Accounting Officer since 2016*
	●	Vice President, Accounting, of our primary operating subsidiary since 2015
	●	Vice President and Chief Accounting Officer of Southcross Energy Partners GP, LLC (a provider of natural gas gathering, processing, treating, compression and transportation services) from 2013 to 2015
	●	Vice President and Chief Audit Executive of GenOn Energy, Inc. (a wholesale electric generator that merged into NRG Energy) from 2011 to 2012
	●	Assistant Controller of GenOn Energy, Inc. and its predecessor companies, RRI Energy, Inc. and Reliant Energy Inc., from 2005 to 2011, and various other leadership roles within the accounting department of that organization since 2000
	●	From 1996 to 2000, various accounting positions with Lyondell Chemical (a manufacturer of chemicals and polymers), having begun her career with accounting firms Deloitte & Touche LLP and KPMG LLP
	●	Member of the Executive Committee and Board of Trustees of the Good Samaritan Foundation
	●	BBA, Accounting, Eastern New Mexico University
	●	Member of the American Institute of Certified Public Accountants

*Stephanie C. Hildebrandt (57) – Senior Vice President, General Counsel and Secretary since 2017*
	●	Partner, Norton Rose Fulbright (a global law firm) from 2015 to 2017
	●	Senior Vice President, General Counsel and Secretary of Enterprise Products Partners L.P. (“Enterprise”, a publicly traded pipeline and infrastructure company and consumer energy service provider) from 2010 to 2014, after serving in various other roles at Enterprise
	●	Member of the Tulane Center for Energy Law Advisory Board since 2019
	●	Member of the executive council, since 2020, and advisory council, since 2014, of The University of Texas Kay Bailey Hutchison Center for Energy, Law & Business
	●	Member of the President’s Advisory Board at the University of St. Thomas since 2016
	●	Former director and member of the audit committee of WildHorse Resource Development Corporation from 2017 until it was acquired in 2019, and for a portion of her tenure, as chair of the compensation committee
	●	Former director and member of the conflicts committee of Rice Midstream Management LLC, the general partner of Rice Midstream Partners LP from 2016 until it was acquired in 2018
	●	Former director, chair of the compensation committee and member of the nominating and governance committee of TRC Companies, Inc. from 2014 until it was acquired in 2017
	●	BS, Foreign Service, Georgetown University
	●	JD, Tulane University Law School

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*Jason G. Ingersoll (51) – Senior Vice President, Sales and Operations Support since 2018 and 2020, respectively*
	●	Senior Vice President, Marketing and Sales of Archrock since 2018 after having served as Vice President from 2015 to 2018
	●	Vice President, Sales of our predecessor subsidiary Exterran Energy Solutions, L.P. (“EESLP”) from 2013 to 2015, as well as positions of increasing responsibility with EESLP, including as Regional Vice President, from 2012 to 2013, Business Unit Director from 2009 to 2012
	●	Held positions of increasing responsibility including Country Manager of China with UCI
	●	BS, Mechanical Engineering, Texas A&M University

*Elspeth A. Inglis (53) – Senior Vice President and Chief Human Resources Officer since 2019*
	●	Vice President, Culture Integration at Baker Hughes from 2018 to 2019
	●	Head of Human Resources, Downstream Technology Services, GE Oil and Gas (a global manufacturing business) from 2013 to 2017
	●	Vice President, Human Resources supporting the startup operations for the US unconventional shale gas business of Reliance Industries from 2011 to 2013
	●	From 2002 to 2009, held positions of increasing responsibility at CGG (a geophysical services company) including Marine Human Resource Manager and Vice President Human Resources, Western Hemisphere in Houston and Senior Vice President Geophysical Services based in Paris
	●	Human Resource Manager for Enron Corp. from 1999 to 2001 in both London and Houston
	●	Director and member of the human resource committee of Catholic Charities
	●	Advisory board member of Workforce Next
	●	Member of the Chartered Institute of Personnel and Development (UK) and SPHR (US) certification

*Eric W. Thode (56) – Senior Vice President, Operations since 2020*
	●	Vice President, Operations since October 2018, having previously served as Vice President and Business Unit Director of the South Texas Business Unit of Archrock Services, L.P., our wholly owned operating subsidiary, since 2018 and 2014, respectively
	●	Director of Archrock’s Barnett Business Unit from 2012 to 2014
	●	Director of Archrock Business Development, negotiating alliance contracts that generated over $100 million in annual revenue, having served our predecessor subsidiaries, EESLP and UCI, since 2004
	●	Director, Public Relations of Enron Corporation from 1999 to 2004
	●	Manager, Government and Public Affairs of TEPPCO Partners from 1991 to 1999
	●	BS, Economics, Texas A&M University
	●	MPA, Texas A&M University

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STOCK OWNERSHIP

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table provides information about beneficial owners, known by us as of March 3, 2022, of 5% or more of our outstanding common stock (the “5% Stockholders”). Unless otherwise noted in the footnotes to the table, the 5% Stockholders named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Class ¹
BlackRock, Inc. 55 East 52nd Street New York, New York 10055	24,386,732 ²	15.7%
Old Ocean Reserves, LP 1111 Travis Street Houston, Texas 77002	17,093,783 ³	11.0%
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, Pennsylvania 19355	16,403,105 ⁴	10.6%
EARNEST Partners, LLC 1180 Peachtree Street NE, Suite 2300 Atlanta, Georgia 30309	14,106,386 ⁵	9.1%
Dimensional Fund Advisors LP Palisades West, Building One 6300 Bee Cave Road Austin, Texas 78746	9,454,101 ⁶	6.1%
Invesco Ltd. 1555 Peachtree Street NE, Suite 1800 Atlanta, Georgia 30309	7,991,544 ⁷	5.1%

¹Reflects shares of common stock beneficially owned as a percentage of approximately 155 million shares of common stock outstanding as of March 3, 2022.

²Based solely on a review of the Schedule 13G/A filed by BlackRock, Inc. on January 26, 2022. BlackRock, Inc. has sole voting power over 23,560,694 shares and sole dispositive power over 24,386,732 shares.

³Based on a review of the Form 4 filed on June 17, 2021, by Old Ocean Reserves, LP (“Old Ocean,” formerly known as JDH Capital Holdings, L.P.). Old Ocean shares voting and dispositive power over all shares with JDH Capital Company (“JDH Capital”), Hildebrand Enterprises, LP (“Hildebrand Enterprises”), Hildebrand Enterprises Company (“Hildebrand Company”), Melinda B. Hildebrand and Jeffery D. Hildebrand. The principal business of JDH Capital is to manage investments and to serve as the general partner of Old Ocean and other affiliated entities. The principal business of Hildebrand Enterprises is to serve as a holding company of energy-related and other operating companies and investments and as the sole limited partner of Old Ocean. The principal business of Hildebrand Company is to serve as the general partner of Hildebrand Enterprises. The principal business occupation of Mrs. Hildebrand is investments. The principal business occupation of Mr. Hildebrand is investments and to serve as Executive Chairman and founder of Hilcorp Energy Company and President and Chief Executive Officer of Hildebrand Enterprises.

⁴Based solely on a review of the Schedule 13G/A filed on February 9, 2022 by The Vanguard Group, Inc. (“Vanguard”). Vanguard does not have sole power to vote any of the shares reported, but has shared voting power over 145,005 shares. Vanguard has sole dispositive power over 16,146,874 shares and shared dispositive power over 256,231 shares.

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⁵Based solely on a review of the Schedule 13G filed by EARNEST Partners, LLC on February 9, 2022. EARNEST Partners, LLC has sole voting power over 10,623,129 shares and sole dispositive power over 14,106,386 shares.

⁶Based solely on a review of the Schedule 13G/A filed by Dimensional Fund Advisors LP on February 8, 2022, which provides investment advice to four registered investment companies and acts as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (collectively, the “Funds”). Dimensional and its subsidiaries (collectively, “Dimensional”) may act as an adviser, sub-adviser and/or manager to certain Funds. Dimensional possesses sole voting power over 9,228,404 shares and sole dispositive power over the 9,454,101 shares held by the Funds and may be deemed to be the beneficial owner of the shares held by the Funds. However, all shares are owned by the Funds, and Dimensional disclaims beneficial ownership of such shares.

⁷Based solely on a review of the Schedule 13G filed by Invesco Ltd. on February 9, 2022. Invesco Ltd., in its capacity as a parent holding company to its investment advisers (Invesco Advisers, Inc., Invesco Investment Advisers, LLC and Invesco Capital Management LLC), may be deemed to beneficially own the shares. Invesco Ltd. has sole voting power over 7,930,052 shares and sole dispositive power over 7,991,544 shares.

OWNERSHIP OF MANAGEMENT

The following table provides information, as of March 3, 2022, regarding the beneficial ownership of our common stock by each of our directors, each of our Named Executive Officers and all of our current directors and executive officers as a group. Unless otherwise noted in the footnotes to the table, the persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them. The address for each individual listed below is c/o Archrock, Inc., 9807 Katy Freeway, Suite 100, Houston, Texas 77024.

Name of Beneficial Owner	Shares Owned Directly	Restricted Stock and Units ¹	Right to Acquire Stock	Indirect Ownership ²	Total Ownership	Percent of Class
*Non-Employee Directors*
Anne-Marie N. Ainsworth	87,918	11,592	—	—	99,510	*
Gordon T. Hall	224,088	11,592	—	—	235,680	*
Frances Powell Hawes	71,904	27,606	—	—	99,510	*
J.W.G. Honeybourne	130,224	11,592	—	—	141,816	*
James H. Lytal	87,918	11,592	—	—	99,510	*
Leonard W. Mallett	16,014	11,592	—	—	27,606	*
Jason C. Rebrook	16,014	11,592	—	—	27,606	*
Edmund P. Segner, III	74,476	27,606	—	—	102,082	*
*Named Executive Officers*
D. Bradley Childers	1,285,482	638,959	—	1,453	1,925,894	1.2%
Douglas S. Aron	220,797	190,698	—	—	411,495	*
Stephanie C. Hildebrandt	164,384	129,473	—	—	293,857

SEC Form DEF 14A filed by Archrock Inc.