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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MESSAGE TO OUR STOCKHOLDERS

March 11, 2025

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 24, 2025, at our corporate offices located at 9807 Katy Freeway, Suite 100, Houston, Texas.

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.

In 2024, we continued to execute against our strategic, operational and financial objectives, maintaining strong levels of equipment utilization and pricing, increasing our dividend per share and continuing purchases under our stock repurchase program. Additionally, we completed the acquisition of Total Operations and Production Services, LLC (“TOPS”), which added approximately 580,000 horsepower of electric motor drive compression equipment to our existing fleet. This acquisition strengthened Archrock’s position as a leading provider of electric motor drive compression equipment, which we believe benefits both Archrock from a maintenance standpoint and our customers’ operating economics through reduced maintenance, higher run time and no loss of gas in the pipeline. It also has the benefit of lessening our customers’ environmental footprint with reduced carbon dioxide and methane emissions.

We expect market demand for natural gas and natural gas production to remain strong. We believe America’s energy future is full of promise. It will take all forms of energy to meet future demands, and natural gas will continue to play a key role in providing affordable and environmentally conscious energy to residential and commercial markets. Our compression services are critical to processing and pipeline operations. The significant addition of electric motor drive compression equipment to our fleet through the TOPS acquisition enhances our ability to provide customers with an electric option where feasible. Equally important, we are focused on innovative technologies and processes, internally and through investments in methane mitigation and carbon capture technology to apply to traditional gas-powered compression. Our investments in new technology and electric motor drive compression equipment demonstrate strong commitment to our mission:

WE POWER A CLEANER AMERICA^®.

Your vote is important, regardless of the number of shares you 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, an investment in reliable, affordable and cleaner energy.

Sincerely,



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

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	NOTICE OF 2025 ANNUAL STOCKHOLDERS’ MEETING

ANNUAL MEETING DETAILS	MEETING AGENDA
DATE Thursday, April 24, 2025 TIME 9:00 a.m. Central Time LOCATION Archrock, Inc. 9807 Katy Freeway, Suite 100 Houston, Texas 77024 RECORD DATE March 3, 2025	PROPOSAL 1: Election of nine director nominees to serve until the 2026 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 2025 3: Advisory, non-binding vote to approve the compensation provided to our Named Executive Officers for 2024	BOARD’S VOTING RECOMMENDATION FOR EACH NOMINEE FOR FOR	PAGE REFERENCE 1 25 28

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 3, 2025, 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 11, 2025

AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our 2024 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 11, 2025.

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CONTENTS

2024 in Review	i
Fiscal 2024 Highlights	i
Sustainability	ii
Corporate Governance	iii
Executive Compensation	iii

Proposal 1 — Election of Directors	1
Board Recommendation and Vote Required	1
Overview of 2025 Director Nominees	1
Board of Directors Qualifications and Attributes	2
Nominees for Director	3

Governance	9
Investor Outreach	9
Director Independence and Tenure	9
Board Structure and Oversight	10
Director Onboarding	11
Director Continuing Education	11
Board and Committee Evaluation	11
Board Committees and Meeting Attendance	13
Risk Oversight	14
Director Qualifications and Nominations	17
Compensation Committee Interlocks and Insider Participation	17
Management Succession Planning	17
Related Party Information	18
Director Compensation	18
Company Management Team	21

Stock Ownership	23
Ownership of Certain Beneficial Owners	23
Ownership of Management	24
Delinquent Section 16(a) Reports	24

Proposal 2 — Ratification of the Appointment of the Independent Registered Public Accounting Firm	25

Board Recommendation and Vote Required	25
Fees Paid to the Independent Registered Public Accounting Firm	26
Pre-Approval Policy	26
Report of the Audit Committee	26

Proposal 3 — Advisory Vote to Approve the Compensation of the Named Executive Officers	28
Board Recommendation and Vote Required	28

Compensation Discussion and Analysis	29
Executive Summary	30
Discussion of Our Fiscal 2024 Executive Compensation Program	35
Other Compensation Policies, Practices and Guidelines	48
Compensation Committee Report	51
Compensation Tables	52

Additional Information	68
2025 Annual Meeting of Stockholders	68
Stockholders Entitled to Vote	68
Voting Methods	68
Annual Meeting Quorum	68
Broker Non-Votes and Their Impact on the Annual Meeting	68
How to Change Your Vote	68
Tabulation of Votes	68
Solicitation of Votes	69
Availability of Proxy Materials	69
Householding	69
2026 Annual Meeting of Stockholders	69
Communication with the Board	70
Company Documents	70
Company Contact Information	70

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 (the “Securities Act”), 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 2023 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.

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2024 IN REVIEW

FISCAL 2024 HIGHLIGHTS




$110M cash returned to stockholders	3.5x dividend coverage

0.17 TRIR Total Recordable Incident Rate (“TRIR”)	3.3x year-end leverage ratio

Strategic

●

Focused on harnessing innovative technologies 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 compression fleet.

●

Acquired TOPS, adding approximately 580,000 horsepower of electric motor drive compression equipment to our existing fleet.

●

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

Operational

●

Maintained strong safety performance, with a TRIR in 2024 of 0.17 (0.09 excluding TOPS) and Preventable Vehicle Incident Rate (“PVIR”) of 0.29 (0.31 excluding TOPS).

●

Increased our contract operations gross margin by 500 basis points to 67% in 2024 compared to 2023.

●

Maintained a record compression fleet utilization rate of 96% as of December 31, 2024.

Financial

●

Net income and Adjusted EBITDA¹ grew year over year by 64% and more than 30%, respectively.

●

Distributed $110 million in dividends to stockholders, reflecting the strength and durability of our business.

●

Repurchased approximately 733,000 common shares under our stock repurchase program in 2024.

●

Maintained a leverage ratio of 3.3x (2.9x excluding TOPS).

__________

¹Adjusted EBITDA is a non-GAAP measure. See page 38 of this Proxy Statement for our calculation of Adjusted EBITDA and the inside cover of the 2024 Annual Report for a reconciliation of net income (loss) to Adjusted EBITDA.

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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.

✓	20% of our short-term incentive program is comprised of quantifiable sustainability-focused metrics, including safety

✓	Operating safely and in an environmentally conscious way continues to be a core value of our Company

✓	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. This includes increased funding and collaboration with Ecotec International Holdings, LLC, 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

✓	Began deploying our patented methane capture technology to assist our customers in reducing their Scope 1 emissions (our Scope 3 emissions)

✓	Electric compression assets comprise approximately 17% of our fleet

✓	Newsweek recognized Archrock 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 2023 Sustainability Report and listening to our quarterly earnings calls. Our Sustainability Report and transcripts of our quarterly earnings calls can be found at www.archrock.com.

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CORPORATE GOVERNANCE

Archrock maintains best practices in governance, with Board of Directors (the “Board”) oversight of strategy and risk, including sustainability and cyber risks and opportunities.

✓	Annual election of all directors

✓	Plurality vote standard for election of directors, 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 our Board

✓	Separate independent Chairman and Chief Executive Officer (“CEO”)

✓	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 for director nominees in 2025; half of Board leadership roles were held by women in 2024

✓	Near median director compensation with emphasis on equity compensation

✓	Officer and director stock ownership guidelines

✓	No hedging or pledging of Company securities

✓	Annual Board and committee evaluations

✓	Extensive stockholder outreach in 2024

EXECUTIVE COMPENSATION

Our philosophy is to reward performance with a mix of fixed and variable compensation and that balances 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

✓	Annual incentive program includes sustainability metrics, including safety

✓	For 2025 and beyond, long-term incentive awards are split equally between time- and performance-based awards

For more information regarding our 2024 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 at the 2025 Stockholders’ Annual Meeting (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 2026 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 cast 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. Abstention and broker non-votes will not have an effect on the election of directors.

OVERVIEW OF 2025 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.

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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 68

Independent Director

since April 2015

Chair, Governance and Sustainability Committee

Member, Audit 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 Chair of the 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

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D. BRADLEY CHILDERS

Age 60

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

Board Service

●	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 65

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 from 2019 to 2023; professor in the Master of Science in Financial Analysis Program from 2018 to 2020; and interim Chief Financial Officer in 2018

Board Service

●	Former member of the board of trustees, member of the executive board of trustees and chairman of the finance committee of Gordon College, from 2019 to 2024

●

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

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FRANCES POWELL HAWES

Age 70

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

●

Numerous senior financial positions, including Chief Financial Officer of New Process Steel, L.P. (a privately held steel distribution company), American Electric Technologies (a publicly traded provider of power delivery solutions), NCI Building Systems, Inc. (a publicly traded firm providing engineered building solutions) and Grant Prideco (a manufacturer of engineered tubular products for the energy industry), from 2000 to 2013

●	Chief Accounting Officer of Weatherford International Ltd. (a multinational oil field service company) after serving in roles of increasing responsibility until 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 of Memorial Assistance Ministries (a non-profit focused on basic needs in the Houston area) since 2024

●	Former director and audit committee member of PGT Innovations, Inc. (a manufacturer of premium windows and doors) from 2019 to 2024

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

●	Former director of Financial Executives International, Houston Chapter

Education

●	BBA, Accounting, University of Houston

●	Certified Public Accountant

J.W.G. “WILL” HONEYBOURNE

Age 73

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 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

●

Petroleum engineering experience in the commercialization of technical services and prior service on energy sector technology company boards

Career Highlights

●	Partner at First Reserve, a private equity firm he joined as Managing Director in 1999; also 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 Chief Executive Officer 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

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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

JAMES H. LYTAL

Age 67

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

●	Director of Trinity Gas Storage (a privately held gas storage company)

●	Advisor to Insight M (a privately held aerial methane emission detection company)

●	Former director and chairman of the audit committee of Rice Acquisition Corp. II (a special purpose acquisition company) from 2021 to 2023

●	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

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LEONARD W. MALLETT

Age: 68

Independent Director

since January 2021

Member, Audit and Compensation Committees

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 South Bow Corporation (an operator of crude oil pipeline infrastructure connecting Canadian crude oil supplies to U.S. refining markets) and member of the human resources and the safety, environmental and operations committees

●	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

Education

●	BS, Mechanical Engineering, Prairie View A&M University

●	MBA, Houston Baptist University

●	Kellogg Executive Development Program at Northwestern University

JASON C. REBROOK

Age 51

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

●	Former 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

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EDMUND P. SEGNER, III

Age 71

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 2007

●	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

●	Director and member of the audit and finance committees 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.)

●	Former director of HighPoint Resources (a company engaged in exploration and production 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

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 “2024 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, with the recommendation of our Governance and Sustainability Committee, routinely reviews best practices in corporate governance, as well as sustainability issues, and considers stakeholder interests and feedback.

Archrock takes a multipronged approach to investor communications, and during 2024, members of our senior management team attended 12 investor conferences and non-deal roadshows as well as numerous meetings to discuss our strategy and outlook with our stockholders and have received information on the topics they consider most important as an investor in Archrock.

During 2024, in addition to these traditional investor conference and roadshows, we initiated outreach to our top stockholders (representing over 70% of our shares outstanding as of year-end 2024) to engage on proxy and stewardship matters. The meetings were focused on executive compensation as well as topics at the investors’ discretion, including governance and sustainability. The meetings were attended by our General Counsel, Compensation Committee Chair and/or our Chairman of the Board. Based on certain investors’ valuable feedback, we have provided additional disclosure herein and in our upcoming sustainability report, as appropriate, regarding the operation of our long-term incentive awards based on total stockholder return, director onboarding and continuing education and Board and committee self-evaluations.

DIRECTOR INDEPENDENCE AND TENURE

We have adopted a code of business conduct (the “Code of Business Conduct”), which is applicable to our directors, our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer or Controller (or persons performing similar functions) (“designated officers”) and employees. The Code of Business Conduct is posted on our website at www.archrock.com under the “Investor Relations – Governance” tabs. We will furnish a copy of the Code of Business Conduct to any person, without charge, upon written request to the address provided under “Company Contact Information.” Code of Conduct waivers for directors, executive officers and any designated officer may only be made by the Board of Directors or a committee of the Board and will be promptly and publicly disclosed.

The 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. At least annually, we distribute director and officer questionnaires to elicit related-party information. The questionnaire includes our Code of Business Conduct, Corporate Governance Principles and Securities Trading Policy 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.

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

Based on the recommendation of our 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.

BOARD STRUCTURE AND OVERSIGHT

Our Fourth Amended and Restated Bylaws (as amended, our “bylaws”) provide that our Chairman of the Board may be a “non-executive” Chairman or an Executive Chairman. Our Corporate Governance Principles currently provide that the functions of the Chairman of the Board and the Chief Executive Officer are distinct, and the Board has determined that such functions should be performed by separate individuals. We have selected an independent, non-executive Chairman to lead our Board. The Board recognizes the time, effort and energy that our Chief Executive Officer is required to devote to his position, while our Chairman fulfills a stewardship and Board leadership role. The Board believes this structure is appropriate for us 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. In addition, in evaluating the leadership structure of the Board, consideration has been given to the heightened need to monitor the rapidly changing energy environment and markets, to innovate, and to focus on sustainability performance. Dependent upon one or more of these factors, as well as stockholder sentiment, the Board would consider the adoption of a different leadership structure and in such event would promptly communicate that change to stockholders.

The responsibilities of our Chairman of the Board include:	Presides over Board meetings and executive sessions of the independent directors.
	Oversees the annual Board calendar, and, in consultation with our CEO, schedules and sets the agendas for the Board meetings.
	Oversees the dissemination of the appropriate information to the Board and ensures sufficient time for review and discussion of such materials.
	Ensures open communication between the independent directors and executive leadership.
	Assists the chairs of the various Board committees in preparing agendas for committee meetings.
	Chairs the Company’s Annual Meeting of Stockholders.
	Provides input on the appropriate size, structure and composition of the Board and committees of the Board.
	Maintains frequent communication with the CEO in between Board meetings to consider issues of importance to the Company, management and the Board.
	Performs other functions and responsibilities requested by the Board or CEO, including representation of the Board in communications with stockholders or other stakeholders.

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DIRECTOR ONBOARDING

We have an immersive approach to director onboarding, which begins with one-on-one meetings with our Chairman of the Board, who mentors the new Board member. Additional meetings are held with our committee Chairs and with members of our senior management team, including our Chief Executive Officer, Chief Financial Officer, General Counsel and senior officers over operations. New directors are educated regarding key governance matters and Company policies that impact the director’s service and effectiveness on the Board, including but not limited to, our Code of Business Conduct, governance documents and policies related to human resources, conflicts of interest, securities trading, related party transactions, auditor independence and pre-approvals and executive and board succession planning. In addition to learning about the Company’s near- and long-term operational, financial and strategic objectives, the new director puts on a hard hat for a visit to a make-ready shop or gas compression site to see our operations first-hand, receive a “boots on the ground” education and ask questions. Our Vice President, Health Safety and Environment also meets with the new director to discuss the safety risks associated with our operations and our approach to mitigating those risks. During their first year of service, a new director is limited in committee service but is encouraged to attend all committee meetings to observe and learn. This gives the Chairman of the Board and Chair of the Governance and Sustainability Committee the opportunity to further assess the new director’s interest in and expertise for additional committee service.

DIRECTOR CONTINUING EDUCATION

The Company supports director continuing education with a formal policy that provides for reimbursement for attendance at an unlimited number of daily seminars as well as one multi-day conference per year. The Board believes it is vital that directors feel free to avail themselves of continuing education to further their knowledge and understanding of various aspects of general industry and, especially, energy industry topics including, but not limited to, strategy, finance, risk management, human resource management, executive compensation, auditing, cybersecurity, risk management, governance, sustainability, market and economic trends and strategic planning.

BOARD AND COMMITTEE EVALUATION

The Board and each committee of the Board conducts a formal annual self-evaluation through a written questionnaire, with the individual responses kept anonymous to ensure that each director has the opportunity to provide critical input where necessary. Archrock’s General Counsel reviews the responses and provides a detailed report for the Chairman of the Board and each Committee Chair for review and discussion at the following Board and committee meetings. Our Governance and Sustainability Committee oversees the Board and committee evaluations.

The Governance and Sustainability Committee determined that it would not extend the evaluation process to assess individual director performance. This is based on our directors’ exceptional board attendance (including by all independent directors at all committee meetings) and director feedback that fellow Board members demonstrate that they are thoroughly prepared, have an understanding of the materials provided in advance of meetings and meaningfully participate during meetings with a collegial yet critical approach to the topics presented.

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Components of Annual Board Performance Evaluation

The Board is committed to continuing enhancements of best practices and in response to formal evaluations as well as informal director and management input, made the following enhancements over the past

SEC Form DEF 14A filed by Archrock Inc.