UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Archrock, Inc.

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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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MESSAGE TO OUR STOCKHOLDERS

March 12, 2024

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 11:00 a.m. Eastern Time on Thursday, April 25, 2024 at The Wall Street Hotel – Exchange Room, New York, New York 10005.

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.

During 2023, market demand for natural gas remained robust and we saw record natural gas production in the U.S. driven in large part by strong activity in oil producing basins with associated gas like the Permian. The powerful combination of expected continued growth in natural gas production and the commendable capital discipline we are seeing across the energy industry began to materialize into what we believe will be a steady and durable upcycle for our business.

For Archrock, 2023 was a year for the history books. We achieved an extensive list of impressive and in many cases record-breaking accomplishments. We are proud of our strategic, operational and financial execution in 2023, from achieving all-time high equipment utilization and pricing to increasing our dividend per share (twice) and implementing a stock-buyback program. Additionally, we exceeded our safety performance goals and continued to harness innovative technologies and processes both internally and through investments in methane mitigation as well as in a cutting-edge carbon capture technology company.

These results, highlighted in our financial statements and throughout this Proxy Statement, reflect years of effort to transform our platform and our commitment to a sustainable future. We believe the actions we’ve taken to high-grade our asset base, utilize innovative technology, refine our capital allocation and prioritize opportunities to help our customers decarbonize will benefit us for years to come and in a variety of markets.

We celebrate 70 years of operations in 2024, a testament to the resilient business we’ve built through a mindset of continuous improvement. There is always more work to be done and the opportunity to deliver the next level of value for all of our stakeholders. We continue to be focused on:

●

For our people, preserving our safety-centered culture and offering a best-in-class employee experience;

●

For our customers, service quality, asset uptime and advancing our emissions management solutions; and

●

For our investors, enhancing our profitability, growing our free cash flow and increasing our shareholder returns.

The future for natural gas and Archrock is bright. We will remain true to our core as an energy infrastructure company, supplying the compression required to keep U.S. natural gas moving while embodying our purpose: WE POWER A CLEANER AMERICA™.

Your vote is important, regardless of how many shares your own. 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 and investment in reliable, affordable and cleaner energy.

Sincerely,



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

NOTICE OF 2024 ANNUAL
STOCKHOLDERS’ MEETING

ANNUAL MEETING
DETAILS

MEETING AGENDA

DATE

Thursday, April 25, 2024

TIME

11:00 a.m. Eastern Time

LOCATION

The Wall Street Hotel – Exchange Room

88 Wall Street

New York, New York 10005

RECORD DATE

March 1, 2024

PROPOSAL

1: Election of nine director nominees to serve until the 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified

2: Ratification of the appointment of Deloitte & Touche LLP as Archrock’s independent registered public accounting firm for fiscal year 2024

3: Advisory, non-binding vote to approve the compensation provided to our Named Executive Officers for 2023

BOARD’S VOTING
RECOMMENDATION

FOR EACH
NOMINEE

FOR

PAGE
REFERENCE

The Board recommends that you vote “FOR” each director nominee and “FOR” proposals 2 and 3. The full text of these proposals is set forth in the accompanying Proxy Statement. Stockholders of record at the close of business on March 1, 2024 are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.

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 12, 2024

AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our 2023 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 and proxy card available on the Internet on March 12, 2024.

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.

CONTENTS

2023 in Review	i
Fiscal 2023 Highlights	i
Sustainability	ii
Corporate Governance	iii
Executive Compensation	iii

Proposal 1 — Election of Directors	1
Board Recommendation and Vote Required	1
Overview of 2024 Director Nominees	2
Board of Directors Qualifications and Attributes	3
Nominees for Director	3

Governance	10
Investor Outreach	10
Director Independence and Tenure	10
Board Structure and Oversight	11
Board Committees and Meeting Attendance	11
Risk Oversight	12
Director Qualifications, Diversity and Nominations	15
Compensation Committee Interlocks and Insider Participation	16
Management Succession Planning	16
Related Party Information	16
Director Compensation	17
Company Management Team	20

Stock Ownership	22
Ownership of Certain Beneficial Owners	22
Ownership of Management	22
Section 16(a) Beneficial Ownership Reporting Compliance	23

Proposal 2 — Ratification of the Appointment of the Independent Registered Public Accounting Firm	24
Board Recommendation and Vote Required	24
Fees Paid to the Independent Registered Public Accounting Firm	25

Pre-Approval Policy	25
Report of the Audit Committee	25

Proposal 3 — Advisory Vote to Approve the Compensation of the Named Executive Officers	27
Board Recommendation and Vote Required	27

Compensation Discussion and Analysis	28
Executive Summary	29
Discussion of Our Fiscal 2023 Executive Compensation Program	33
Other Compensation Policies, Practices and Guidelines	47
Report of the Compensation Committee	50
Compensation Tables	51
CEO Pay Ratio	61
Pay versus Performance	62

Additional Information	67
2024 Annual Meeting of Stockholders	67
Stockholders Entitled to Vote	67
Voting Methods	67
Annual Meeting Quorum	67
Broker Non-Votes and Their Impact on the Annual Meeting	67
How to Change Your Vote	67
Tabulation of Votes	67
Solicitation of Votes	68
Availability of Proxy Materials	68
Householding	68
2025 Annual Meeting of Stockholders	68
Communication with the Board	69
Company Documents	69
Company Contact Information	69

INCORPORATION BY REFERENCE

To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of Archrock, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the sections of this proxy statement titled “Report of the Audit Committee” (to the extent permitted by the rules of the U.S. Securities and Exchange Commission (“SEC”)) and “Report of the Compensation Committee” shall not be deemed to be so incorporated, unless specifically stated otherwise in such filing. In addition, this proxy statement includes references to websites, website addresses, and additional materials found on those websites. For example, we reference our 2022 Sustainability Report. The content of these materials as well as any websites and other materials named, hyperlinked, or otherwise referenced in this proxy statement are not incorporated by reference into this proxy statement on Schedule 14A or in any other report or document we file with the SEC, and any references to such websites and materials are intended to be inactive textual references only.

2023 IN REVIEW

FISCAL 2023 HIGHLIGHTS

$105M

cash returned to
stockholders

2.5x

dividend coverage

0.05 TRIR

Total Recordable

Incident Rate

3.5x

year-end leverage ratio

Strategic

●

Closed the sale of non-core smaller compression assets totaling approximately 199,000 horsepower during 2023 to further standardize and high-grade our fleet.

●

Continued our focus on helping our customers decarbonize, including capital commitments toward electric drive compression as well as investments in methane monitoring and capture and carbon capture.

●

Focused on harnessing innovative technology and processes across all aspects of our business to drive operational efficiencies and enhance our value proposition to our customers, including automation of workflows, integration of digital and mobile tools for our field service technicians and expansion of remote monitoring capabilities of our compressor fleet.

Operational

●

Achieved a record period-end compression fleet utilization rate of over 96% for 2023 compared with 93% at the end of 2022.

●

Increased our contract operations gross margin by 300 basis points to 62% in 2023 compared to 2022.

●

Maintained strong safety performance, with a Total Recordable Incident Rate in 2023 of 0.05 and Preventable Vehicle Incident Rate of 0.18, compared to our targets for both of 0.50.

Financial

●

More than doubled earnings per share compared to 2022.

●

Paid out dividends to stockholders of $96 million based on the strength and durability of our business.

●

Initiated a stock-buyback program and repurchased 750,374 common shares at an average price of $11.81 per share, for an aggregate of approximately $8.9 million.

●

Reduced 2023 period-end leverage ratio to an all-time low of 3.5x and pushed out our earliest debt maturity to 2027.

SUSTAINABILITY

Archrock, Inc. (“Archrock,” the “Company,” “we,” “our” or “us”) 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 and investments in innovative technology and processes will drive long-term business sustainability. Sustainability is embedded in our corporate strategy and reinforced by rigorous corporate governance as we seek to maximize stockholder value. We recognize the focus on reducing emissions intensity and a lower-carbon future will present both challenges and opportunities to the industry and Archrock. We also appreciate the impact of affordable energy on our collective health and wellbeing – and our natural gas compression infrastructure plays a critical role.

✓ Added quantifiable sustainability-focused metrics to our short-term incentive program beginning in 2022

✓ Operating safely and in an environmentally conscious way continues to be a core value of the Company and is consistently a performance metric of our annual short-term incentive program

✓ Continued investment in new ventures to be utilized in our fleet and as customer offerings that we believe will assist in reducing emissions associated with the production and transportation of natural gas, including additional funding and work with Ecotec International Holdings, LLC (“ECOTEC”), a global leader in methane emissions monitoring, and serving as the lead investor in a Series A funding for Ionada PLC, a global carbon capture technology company (“Ionada”)

✓ Our patent-pending methane capture technology moved beyond the pilot phase in 2023

✓ Pursued additional electrification of our fleet by building new electric units

✓ In late 2023 it was announced by Newsweek that Archrock was being recognized as one of America’s Most Responsible Companies 2024

We invite our stockholders to learn more about our approach and performance with respect to sustainability by reading our 2022 Sustainability Report and listening to our quarterly earnings calls. Our Sustainability Report can be found at www.archrock.com.

CORPORATE GOVERNANCE

Archrock maintains best practices in governance, with Board oversight of strategy and risk, including environmental, cyber and social risks and opportunities.

✓

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 independent 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

✓

Below median 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 – only an annual executive physical

✓

Double trigger change of control agreements

✓

Performance-based compensation clawback policy

For more information regarding our 2023 executive compensation program, see the “Compensation Discussion and Analysis” in this Proxy Statement.

iii

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 2025 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 “withhold” 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.

ARCHROCK, INC. 2024 PROXY STATEMENT | 1

OVERVIEW OF 2024 DIRECTOR NOMINEES¹

_____________

¹Gender/Racial Diversity is calculated based on the number of members of our Board who identify as either a traditionally underrepresented gender or a traditionally underrepresented race/ethnicity divided by the total number of directors.

ARCHROCK, INC. 2024 PROXY STATEMENT | 2

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.

ARCHROCK, INC. 2024 PROXY STATEMENT | 3

ANNE-MARIE N. AINSWORTH

Age 67

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 governance, nominating and corporate social responsibility committee as well as the safety, environment and operational excellence committee of Pembina Pipeline Corporation (a Canadian oil and gas pipeline company)

•

Director and member of the audit committee and ESG and nominating 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 chair of the environmental, health, safety and public policy committee of HF Sinclair Corp. (an independent petroleum refiner in the U.S.)

•

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

Education

•

BS, Chemical Engineering, cum laude, 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 59

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

ARCHROCK, INC. 2024 PROXY STATEMENT | 4

Board Service

•

Director of Ionada as part of Archrock’s 2023 investment in such company

•

Director of 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 64

Independent Director

since March 2002

Member, Audit and Compensation 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 15 years with the firm

•

Former non-executive treasurer of Gordon College (2019 to 2023) and 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 board of trustees, and former member of the executive board of trustees, chairman of the finance committee and non-executive treasurer of Gordon College (2019 to 2023)

•

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 69

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

• National Association of Corporate Directors Cyber Risk Oversight Certificate

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

ARCHROCK, INC. 2024 PROXY STATEMENT | 5

•

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

•

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 nominating, corporate governance, environmental and social committee of Vital Energy, Inc. (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, Inc. (a manufacturer of premium windows and doors)

•

Director of Financial Executives International, Houston Chapter

•

Director of Memorial Assistance Ministries (a non-profit focused on basic needs in the Houston area) since 2024

•

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 72

Independent Director

since April 2006

Member, Compensation and Governance and Sustainability Committees

Qualifications

• Thorough understanding of the challenges and opportunities of markets and financing through current and former energy company board service, for both publicly listed and privately held companies, and as managing director of a private equity firm focused on the energy industry

• Executive and operations leadership experience with oilfield services companies

• Technical background in petroleum engineering, experience in the commercialization of technical services and prior service on the boards of energy sector technology companies

Career Highlights

•

Partner at First Reserve, a private equity firm he joined as Managing Director in 1999. Serves on the firm’s Investment Committee, which is responsible for the investment program supervision including strategy, risk management and capital allocation

•

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

•

President and CEO of Alberta-based Computalog from 1993 to 1995

•

Earlier career with Baker Hughes, included positions as Vice President and General Manager at INTEQ and President of EXLOG

•

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

Board Service

•

Former director of Barra Energia Petróleo e Gás (a private Brazilian oil and gas exploration and production company) from 2010 to 2022

•

Former director of Red Technology Alliance from 2006 to 2010

•

Former director of Acteon Group from 2006 to 2012

•

Former non-executive chairman of KrisEnergy from 2009 to 2017

•

Prior service on multiple energy sector boards of both privately held and publicly listed companies

•

Director of Blue Wing Adobe Trust (a non-profit dedicated to the preservation, restoration and adaptive reuse of Sonoma’s historic buildings)

Education

•

BSc, Oil Technology, Imperial College, London University

ARCHROCK, INC. 2024 PROXY STATEMENT | 6

JAMES H. LYTAL

Age 66

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

•

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) until June, 2023

•

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

•

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: 67

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

•

Director of Bravo Infrastructure Group (a privately held holding company for solar panel installation companies)

•

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

ARCHROCK, INC. 2024 PROXY STATEMENT | 7

Education

•

BS, Mechanical Engineering, Prairie View A&M University

•

MBA, Houston Baptist University

•

Kellogg Executive Development Program at Northwestern University

JASON C. REBROOK

Age 50

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

SEC Form DEF 14A filed by Archrock Inc.