apa-20240408

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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KINETIK HOLDINGS INC.

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KINETIK HOLDINGS INC.

Notice of Annual Meeting of Stockholders
and Proxy Statement

May 20, 2024

2700 Post Oak Boulevard, Suite 300, Houston TX 77056-5748

Notice of Annual Meeting of Stockholders of Kinetik Holdings Inc.

Date:

May 20, 2024

Time:

10:00 a.m. Central Time

Place:

Virtual meeting via live webcast, accessible at: www.virtualshareholdermeeting.com/KNTK2024

Notice is hereby given that the 2024 annual meeting of stockholders of Kinetik Holdings Inc., a Delaware corporation (“Kinetik,” the “Company,” or “we”), will be held on May 20, 2024, at 10:00 a.m. (Central time) in a virtual-only meeting format by live webcast for the following purposes:

Elect eleven directors named in the attached proxy statement;

Approve a non-binding resolution regarding the compensation of named executive officers for 2023 (say on pay);

Approve the Amended and Restated Kinetik Holdings Inc. 2019 Omnibus Compensation Plan;

Ratify the appointment of KPMG LLP as the Company’s independent auditor for fiscal year 2024; and

Transact any other business that may properly come before the meeting or any adjournment thereof.

YOUR VOTE

IS IMPORTANT

Whether or not you plan to attend the meeting, we encourage you to vote as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the Notice of Internet Availability of Proxy Materials you received in the mail, the section titled How to Vote beginning on page 69 of this proxy statement, or, if you requested to receive printed proxy materials, your enclosed proxy card.

Holders of record of the Company’s Common Stock as of the close of business on March 21, 2024, are entitled to notice of, and to vote at, the annual meeting. This proxy statement is first being mailed to Kinetik stockholders on or about April 8, 2024.

IMPORTANT NOTICE Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 20, 2024: This proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available free of charge on the Company’s website at www.kinetik.com.

By order of the Board of Directors,

Lindsay Ellis

Corporate Secretary, Kinetik Holdings Inc.
Houston, Texas, April 8, 2024


Table of Contents

Proxy Statement			1
General			1
Purpose of the Annual Meeting			1
Summary of Board Recommendations			1
Proposal 1. Election of Directors			2
Executive Compensation			28
Proposal 2. Advisory Vote to Approve Named Executive Officer Compensation			53
Proposal 3. Approv al of the Amended and Restated Kinetik Holdings Inc. 2019 Omnibus Compensation Plan			55
Proposal 4. Ratification of the Appointment of Independent Auditor			65
Voting and Other Information			68

Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement.

Proxy Statement

General

This proxy statement contains information about the 2024 annual meeting of stockholders of Kinetik Holdings Inc., a Delaware corporation (“Kinetik,” the “Company,” “our,” “us,” or “we”). This proxy statement and the enclosed proxy card are being made available to you by the Company’s Board of Directors (the “Board”) starting on or about April 8, 2024.

Purpose of the Annual Meeting

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


			Proposal 1: Election of the eleven directors named in this proxy statement;
			Proposal 2: Approval of a non-binding resolution regarding the compensation of named executive officers (“NEOs”) for 2023 (say on pay);
			Proposal 3: Approval of the Amended and Restated Kinetik Holdings Inc. 2019 Omnibus Compensation Plan;
			Proposal 4: Ratification of the appointment of KPMG LLP (“KPMG”) as the Company’s independent auditor for fiscal year 2024; and
			Transaction of any other business that properly comes before the meeting. As of the date of this proxy statement, the Company is not aware of any other business to come before the meeting.

Summary of Board Recommendations

The Board recommends that you vote as follows:


FOR all nominees			Proposal 1: Election of directors
FOR			Proposal 2: Approval of a non-binding resolution regarding the compensation of Kinetik’s named executive officers for 2023 (say on pay)
FOR			Proposal 3: Approval of the Amended and Restated Kinetik Holdings Inc. 2019 Omnibus Compensation Plan
FOR			Proposal 4: Ratification of the appointment of KPMG as the Company’s independent auditor


Kinetik Holdings Inc.			1			2024 Proxy Statement

Proposal 1.
Election of Directors

General Information

The current terms of directors Elizabeth P. Cordia, Deborah L. Byers, David I. Foley, D. Mark Leland, Kevin S. McCarthy, John-Paul (JP) Munfa, Jesse Krynak, William Ordemann, Michael Kumar, Laura A. Sugg and Jamie Welch will expire at the annual meeting. Each of the current directors has been recommended by the Company’s Governance and Sustainability Committee (“Governance Committee”) and nominated by the Board for election by the stockholders to a one-year term. If elected, all nominees will serve beginning upon their election until their respective successors shall have been duly elected and qualified at the annual meeting of stockholders in 2025.

Pursuant to the amended and restated stockholders agreement (the “Stockholders Agreement”), dated as of October 21, 2021 and effective as of February 22, 2022, with Altus Midstream Company (now known as the Company), APA Corporation (“Apache”), Apache Midstream LLC (“Apache Midstream”), New BCP Raptor Holdco, LLC (“Contributor”), BX Permian Pipeline Aggregator LP (“BX Permian”), BCP Raptor Aggregator, LP (“BX Aggregator” and together with BX Permian, the “BX Holders”), Buzzard Midstream LLC (“ISQ”), and for the limited purposes set forth therein, BCP Raptor Holdco, LP (“BCP”), Blackstone (as defined in the Stockholders Agreement) and I Squared (as defined in the Stockholders Agreement) are each entitled to designate directors to the Board based on their and their affiliates ownership of the Company’s outstanding shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and Class C common stock, par value $0.0001 per share (“Class C Common Stock” and, together with Class A Common Stock, “Common Stock”) as follows:



	Ownership Threshold	Number of Directors

Blackstone	30% or more	3
	20% or more (but less than 30%)	2
	10% or more (but less than 20%)	1
I Squared	20% or more	2
	10% or more (but less than 20%)	1

In addition, the Stockholders Agreement provides Blackstone with the right to designate one of its director designees as the non-executive chairperson of the Board until the earlier of December 31, 2024 and such time as Blackstone and its affiliates are no longer entitled to designate directors under the Stockholders Agreement. The Stockholders Agreement terminated with respect to Apache following an underwritten secondary offering of shares by Apache Midstream in December 2023.

I Squared and its affiliates own approximately 21.1 percent of our outstanding Common Stock. As such, I Squared may nominate two directors for election at the annual meeting, and it has nominated Jesse Krynak and Michael Kumar. Blackstone and its affiliates own approximately 50.4 percent of our outstanding Common Stock. As such, Blackstone may nominate three directors for election at the annual meeting, and it has nominated David I. Foley, JP Munfa and Elizabeth P. Cordia. In addition, our Board has nominated each of Deborah L. Byers, D. Mark Leland, Kevin S. McCarthy, William Ordemann, Laura A. Sugg and Jamie Welch for election at the annual meeting.


Kinetik Holdings Inc.			2			2024 Proxy Statement

Unless otherwise instructed, all proxies will be voted in favor of these nominees. If one or more of the nominees is unwilling or unable to serve, the proxies will be voted only for the remaining named nominees. Proxies cannot be voted for more than eleven nominees. Each director nominee has consented to be named in this proxy statement, and the Board knows of no nominee for director who is unwilling or unable to serve.

Nominees for Election as Directors

Biographical information as of April 1, 2024, including principal occupation and business experience during the last five years, of each nominee for director is set forth below. Unless otherwise stated, the principal occupation of each nominee has been the same for the past five years. In addition, each nominee’s experience, qualifications, attributes, or skills to serve on our Board are set forth below.


						Ms. Byers has served as a director since July 2022. She recently retired from EY following a 36-year career in public accounting while holding multiple leadership roles. From July 2018 until her retirement in July 2022, Ms. Byers served as EY’s Americas Industry Leader overseeing the markets and growth strategy across its primary industry. Ms. Byers served as Ernst & Young LLP’s Houston Office Managing Partner and US Energy Leader from July 2013 to July 2018 and Managing Partner of the Southwest Region Strategy & Transactions business unit from July 2008 to July 2013. In these roles, she was a leader in the global energy markets and worked with corporations and investment funds in all phases of energy investment. Ms. Byers also serves as a director of Excelerate Energy, Inc., Civitas Resources, Inc. and DTE Energy Company. Ms. Byers holds a BBA from Baylor University and is a Certified Public Accountant. MS. BYERS IS WELL QUALIFIED TO SERVE ON OUR BOARD DUE TO HER SIGNIFICANT EXPERIENCE IN PUBLIC COMPANY ACCOUNTING, FINANCE AND FINANCIAL REPORTING.
Deborah L. Byers AGE: 62 DIRECTOR SINCE: 2022


						Ms. Cordia was appointed to our board of directors in February 2022. Ms. Cordia has served as the Chief Operating Officer for Blackstone Energy Transition Partners since 2024. She joined the Private Equity group at Blackstone in 2016 focused on investments in the midstream, energy and transportation sectors. Ms. Cordia also served as a director of BCP Raptor Holdco GP, LLC from March 2020 until February 2022. Before joining Blackstone, Ms. Cordia worked as an Investment Banking Analyst at Barclays in the Global Natural Resources group. Ms. Cordia received an A.B. in Economics from Princeton University, where she graduated summa cum laude and Phi Beta Kappa. MS. CORDIA IS WELL QUALIFIED TO SERVE ON OUR BOARD DUE TO HER ENERGY INVESTMENT EXPERIENCE.
Elizabeth P. Cordia AGE: 31 DIRECTOR SINCE: 2022


Kinetik Holdings Inc.			3			2024 Proxy Statement


						Mr. Foley was appointed to our board of directors and elected Chair of the Board in February 2022. Mr. Foley is a Senior Managing Director in the Private Equity group and Global Head of Blackstone Energy Transition Partners. Mr. Foley is responsible for overseeing Blackstone’s private equity investment activities in the energy sector on a global basis. Since joining Blackstone in 1995, Mr. Foley has been responsible for building the Blackstone energy practice and has played an integral role in every energy-related private equity deal that the firm has made. Before joining Blackstone, Mr. Foley worked with AEA Investors, and prior to that he worked as a management consultant for Monitor Company. Mr. Foley serves as a member of the board of directors for several Blackstone investments, including Beacon Offshore Energy, Geosyntec, Kinetik, Olympus Energy, and Rover. Mr. Foley also served as a director of BCP Raptor Holdco GP, LLC from June 2017 until February 2022. He also serves as the Chairman of the Columbia University Medical Center Ophthalmology Board of Advisors. Mr. Foley received a B.A. and M.A. in Economics, with honors, Phi Beta Kappa, from Northwestern University and received an M.B.A. with distinction from Harvard Business School. MR. FOLEY BRINGS INDUSTRY EXPERTISE AND A UNIQUE FINANCIAL PERSPECTIVE TO OUR BOARD BASED ON HIS EXTENSIVE EXPERIENCE HAVING ACTIVELY MANAGED PRIVATE EQUITY INVESTMENTS FOR OVER 20 YEARS.
David I. Foley AGE: 56 DIRECTOR SINCE: 2022


						Mr. Krynak was appointed to our board of directors in March 2023. Mr. Krynak has been a Managing Director at I Squared since 2022 and held investing and operating roles at I Squared since 2019. Prior to joining I Squared in 2019, Mr. Krynak was a Director at First Reserve on its private equity investment team, where he was involved in numerous transactions across the energy value chain. Mr. Krynak also serves as a director of Hydrogen Technology Energy Corporation (HTEC) and Whistler Pipeline. Mr. Krynak holds a B.S. in Finance from Pepperdine University and a M.A. in Economics from the University of Southern California. MR. KRYNAK IS WELL QUALIFIED TO SERVE ON OUR BOARD DUE TO HIS ENERGY, INFRASTRUCTURE FINANCE AND INVESTMENT EXPERIENCE.
Jesse Krynak AGE: 41 DIRECTOR SINCE: 2023


Kinetik Holdings Inc.			4			2024 Proxy Statement


						Mr. Kumar was appointed to the Board of Directors in February 2024. Mr. Kumar has served as a Senior Policy Advisor for I Squared since January 2024. He has also served as the Deputy Chairman for Klesch Group Limited since January 2024 where he is responsible for strategy, finance and risk management. From 1997 to 2023, Mr. Kumar worked at Morgan Stanley and held a number of senior roles, including Managing Director, Global Head of Project, Commodity and Infrastructure Finance and Global Head of Global Structured Products. While at Morgan Stanley, Mr. Kumar was a member of senior investment and management committees, served as an advisor to Morgan Stanley funds and was responsible for capital raising and advisory services that focused on global commodity, infrastructure, and energy finance. Mr. Kumar also served as a Captain in the United States Army, active and reserve, from 1989 to 2002. Mr. Kumar holds a B.A. in Economics and Mathematics from Washington University in St. Louis. MICHAEL KUMAR IS WELL QUALIFIED TO SERVE ON OUR BOARD DUE TO HIS EXTENSIVE EXPERIENCE IN A NUMBER OF AREAS INCLUDING ACCOUNTING AND FINANCE.
Michael Kumar AGE: 56 DIRECTOR SINCE: 2024


						Mr. Leland has served as a director since March 2017. He served as Deltic Timber Corporation’s interim President and CEO from October 2016 to March 2017. Mr. Leland also served as Executive Vice President and CFO of El Paso Corporation from 2005 to 2009 and President of El Paso’s midstream business unit from 2009 to 2012, and as director of El Paso Pipeline Partners, L.P. from its formation in 2007 to 2012. He served as Senior Vice President and CFO of El Paso Exploration & Production Company from 2004 to 2005. Mr. Leland served as Vice President and COO of the general partner of GulfTerra Energy Partners, L.P. in 2003, and as Vice President and Controller from 1997 to 2003. Mr. Leland has served as a director of PotlatchDeltic Corporation since 2016 and Equitrans Midstream Corporation since 2020. Mr. Leland previously served as a director for the general partner of Oiltanking Partners, L.P., the general partner of Rice Midstream Partners until its merger with EQM Midstream Partners, LP, and KiOR, Inc. Mr. Leland holds a Bachelor of Business Administration in finance and economics from the University of Puget Sound. MR. LELAND IS WELL QUALIFIED TO SERVE ON OUR BOARD DUE TO HIS EXTENSIVE OPERATIONAL AND FINANCIAL EXPERIENCE IN THE MIDSTREAM ENERGY INDUSTRY AND HIS EXPERIENCE ON THE BOARDS OF DIRECTORS OF NUMEROUS PUBLICLY TRADED ENERGY COMPANIES.
D. Mark Leland AGE: 62 DIRECTOR SINCE: 2017


Kinetik Holdings Inc.			5			2024 Proxy Statement


						Mr. McCarthy has served as a director since June 2017. He previously served as the Company’s Chair from March 2017 until November 2018 and as its Chief Executive Officer from December 2016 (inception) until February 2017. Mr. McCarthy served as Vice Chairman of Kayne Anderson Capital Advisors, L.P. (“Kayne Anderson”) from 2019 to 2023. During his 19-year tenure at Kayne Anderson, he co-founded the firm’s energy infrastructure securities activities and served as CEO and Chairman of the Board of Directors for Kayne Anderson’s closed-end funds. Prior to joining Kayne Anderson in 2004, Mr. McCarthy was global head of energy at UBS Securities LLC and held similar positions at PaineWebber Incorporated and Dean Witter Reynolds. Mr. McCarthy currently serves as a director of the general partner of Plains All American Pipeline LP and Chord Energy. Mr. McCarthy has previously served as a director of several publicly traded energy companies, including Whiting Petroleum (Chairman), Range Resources Corporation, ONEOK, Inc., Emerge Energy Services LP and K-Sea Transportation Partners LP. Mr. McCarthy earned a B.A. in Economics and Geology from Amherst College in 1981 and an M.B.A. in Finance from the Wharton School at the University of Pennsylvania in 1984. MR. MCCARTHY IS WELL QUALIFIED TO SERVE AS A MEMBER OF OUR BOARD DUE TO HIS ENERGY FINANCE, ACCOUNTING AND INVESTMENT EXPERIENCE.
Kevin S. McCarthy AGE: 64 DIRECTOR SINCE: 2017


						Mr. Munfa was appointed to our board of directors in February 2022. Mr. Munfa is a Senior Managing Director in the Private Equity group at Blackstone. Since re-joining Blackstone in 2011, Mr. Munfa focuses on investments in the midstream and transmission sectors. Mr. Munfa has played an integral role in the execution of Blackstone’s investments in Cheniere, Cliff Swallow, Custom Truck One Source, EagleClaw Midstream, Grand Prix, Global Offshore Wind, GridLiance, Permian Highway Pipeline, Rover, Sabre and Power Grid Components. Mr. Munfa serves as a director of Sabre and Custom Truck One Source. and previously served as a director of BCP Raptor Holdco GP, LLC from June 2017 until February 2022. From 2006 to 2009, Mr. Munfa was an Analyst with Blackstone’s Private Equity group, where he was involved in the analysis and execution of private equity investments in energy and other industries. He began his career in 2004 as an Analyst in Blackstone’s Restructuring & Reorganization group. Mr. Munfa received an A.B. in Economics from Harvard College and an M.B.A. from the Stanford Graduate School of Business, where he graduated as an Arjay Miller Scholar. MR. MUNFA IS WELL QUALIFIED TO SERVE AS A MEMBER OF OUR BOARD DUE TO HIS ENERGY FINANCE AND INVESTMENT EXPERIENCE.
John-Paul (JP) Munfa AGE: 42 DIRECTOR SINCE: 2022


Kinetik Holdings Inc.			6			2024 Proxy Statement


						Mr. Ordemann was appointed to the Board of Directors in April 2024. Mr. Ordemann has thirty-eight years of energy industry experience, including twenty-five years focused on natural gas gathering and processing, natural gas transmission, natural gas liquids, crude oil, refined products, and petrochemicals. From 1999 until his retirement in late 2019, Mr. Ordemann held numerous executive positions in commercial and business development at Enterprise Products Partners L.P. (“Enterprise”) and its affiliates, including serving as an Executive Vice President. Mr. Ordemann was also responsible for Enterprise’s engineering, operations, environmental, health, and safety functions and supply chain management activities from 2007 through 2012. Prior to joining Enterprise, he held senior positions in operations, engineering and commercial areas for Shell Midstream Enterprises, LLC and Tejas Natural Gas Liquids, LLC. Mr. Ordemann previously served on the boards of the general partner of Oiltanking Partners, L.P. and GPA Midstream Association, where he was both vice chairman and chairman. He holds a BS degree in Chemical Engineering from Virginia Tech. MR. ORDEMANN IS WELL QUALIFIED TO SERVE ON OUR BOARD DUE TO HIS EXTENSIVE OPERATIONAL AND FINANCIAL EXPERIENCE IN THE MIDSTREAM ENERGY INDUSTRY.
William Ordemann AGE: 63 DIRECTOR SINCE: 2024


						Ms. Sugg was appointed to our board of directors in February 2022 and subsequently appointed as Lead Independent Director. Ms. Sugg is a retired executive of ConocoPhillips. Prior to her retirement in 2010, she held diverse global and domestic roles leading multiple divisions including the Australasia, Midstream, and Global Gas Divisions, as well as serving as the VP Human Resources Upstream. Additionally, she held management positions across the company in Engineering and Operations, Corporate and Strategic Planning, Mergers and Acquisitions, Treasury, and Marketing. Ms. Sugg currently serves on two other public company boards, Public Service Enterprise Group and Murphy Oil. Ms. Sugg served as a director of BCP GP from December 2020 until February 2022. She previously served as an independent director for The Williams Companies, Denbury Resources, and Mariner Energy. Ms. Sugg has a B.S. in Chemical Engineering from Oklahoma State University and has completed numerous advanced management and board of director education programs. She is a member of G100 Board Excellence and National Association of Corporate Directors. MS. SUGG’S BROAD BACKGROUND IN THE ENERGY INDUSTRY AND SERVICE AS A DIRECTOR ON VARIOUS PUBLIC COMPANY BOARDS BRINGS EXPERTISE IN THE ENERGY INDUSTRY, OPERATIONAL AND CORPORATE MATTERS. AMONG OTHER QUALIFICATIONS, SHE BRINGS TO THE BOARD SPECIFIC EXPERIENCE IN SENIOR LEADERSHIP, HUMAN CAPITAL MANAGEMENT, REGULATORY AND FINANCIAL MATTERS.
Laura A. Sugg AGE: 63 DIRECTOR SINCE: 2022


Kinetik Holdings Inc.			7			2024 Proxy Statement


						Mr. Welch has served as our Chief Executive Officer and President and as a member of our board of directors since February 2022. Prior to February 2022, he served as President, Chief Executive Officer and Chief Financial Officer of BCP Raptor Holdco GP, LLC, a position he held since May 2021. From April 2019, he was President and CEO and before then was President and CFO. Prior to February 2022, he served as director of BCP Raptor Holdco GP, LLC, the general partner of BCP since June 2017. Mr. Welch has served as a Senior Advisor to Blackstone Energy Transition Partners since July 2016. Prior to joining Blackstone and BCP GP, he was the Group Chief Financial Officer and Head of Business Development for the Energy Transfer Equity, L.P. (“ETE”) family from June 2013 to February 2016. Mr. Welch also served on the board of directors of ETE, Energy Transfer Partners and Sunoco Logistics. Before joining ETE, Mr. Welch was Head of the EMEA Investment Banking Department and Head of the Global Energy Group at Credit Suisse. He was also a member of the Investment Banking Division Global Management Committee and the EMEA Operating Committee. Mr. Welch joined Credit Suisse First Boston in 1997 from Lehman Brothers Inc. in New York, where he was a Senior Vice President in the global utilities and project finance group. Prior to that he was an attorney in New York with Milbank, Tweed, Hadley & McCloy and a barrister and solicitor with Minter Ellison in Melbourne, Australia. Mr. Welch received a Bachelor of Law and a Diploma of Legal Practice from Queensland University of Technology. MR. WELCH’S SERVICE AS A CEO, PRIOR PUBLIC COMPANY EXECUTIVE EXPERIENCE AND EXTENSIVE EXPERIENCE MANAGING AND OVERSEEING INVESTMENTS PROVIDES HIM WITH EXPERIENCE IN THE FINANCIAL AND OPERATIONAL RISKS OF AN ENERGY COMPANY. HE IS WELL QUALIFIED TO SERVE ON OUR BOARD DUE TO THIS EXTENSIVE EXPERIENCE IN THE MIDSTREAM ENERGY INDUSTRY.
Jamie Welch AGE: 57 DIRECTOR SINCE: 2022




VOTE
The Board recommends that you vote “FOR ALL NOMINEES” for the election of directors.

Board Diversity

Each year, our Governance Committee will review, with the Board, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members. In evaluating the suitability of individual candidates, our Governance Committee may consider factors including, without limitation, an individual’s judgment, skill, diversity of backgrounds, skills and experiences, independence under applicable standards, experiences with businesses and other organizations of comparable size, the interplay of the individual’s experiences with the experience of other directors, and the extent to which the individual would be a desirable addition to the Board and any committees of the Board.


Kinetik Holdings Inc.			8			2024 Proxy Statement

The matrix below outlines the diverse set of skills and expertise represented on the Company’s Board:

Knowledge, Skills and Experience

Public Company Board Experience / Governance

Experience serving as a public company director; demonstrated understanding of current corporate governance standards & best practices in public companies.

Senior Leadership Experience

“C-Suite” experience with a public company or senior leadership experience within a large/complex organization.

M&A / Business Development

Experience evaluating, structuring, & executing business combinations, key acquisitions & large capital projects & developing long-term commercial strategies.

Finance / Capital Management

Understanding of financial statements & performance, financial strategy, & capital markets.

Accounting

Understanding of, & experience with financial disclosure requirements, internal controls, & financial reporting processes.

Risk Management

Experience in identifying, overseeing, managing & mitigating key risks, strategic planning, or compliance.

Environmental / Sustainability

Informed on matters related to environmental stewardship & sustainability & their relationship to the Company’s business & strategy.

Industry Experience

Experience in the Company’s business & industry, including key challenges, opportunities, & the competitive environment.

Operations / Engineering

Experience developing & implementing operating plans & technical strategy & familiarity with system operations.

Human Capital

Experience in recruiting, retaining, & developing key talent, experience with executive compensation & alignment compensation programs with shareholder interests.

Investor Relations

Experience understanding shareholder concerns & perceptions.

Government Relations / Regulatory

Experience with government relations, regulatory matters, & public policy issues.

Technology / Cybersecurity

Experience in information security, data privacy, cybersecurity, or use or development of technology to facilitate business operations.


Kinetik Holdings Inc.			9			2024 Proxy Statement

Director Service on Other Boards

The Board believes that director service on other company boards contributes valuable experience and perspective to the Kinetik Board. However, the Board also expects each director to devote sufficient time to effectively fulfill such director’s duties as a director of Kinetik. In evaluating director nominees, our Governance Committee considers, among other things, the number of other public company boards on which the nominee serves. The Company’s Corporate Governance Guidelines provide that no director may serve on the board of directors of more than three other public companies, unless otherwise determined by the Board upon review of a director’s commitments. Additionally, no member of the Board’s Audit Committee may serve simultaneously on the audit committee of more than three public companies (including the Company’s Audit Committee) without the Board’s prior approval. The Company’s Corporate Governance Guidelines additionally provide that in advance of accepting an invitation to serve on another public company board, directors should advise the Chair of the Board and the Chair of the Governance Committee to allow an assessment to be made of, among other things, the potential impact of such service on the director’s time and availability, potential conflict of interest issues and the director’s status as an independent director.

Director Independence

The majority of the members of the Board at any given time must qualify as independent under New York Stock Exchange (“NYSE”) rules. The Board has undertaken a review of the independence of each of our director nominees and has determined that each of D. Mark Leland, Kevin S. McCarthy, Laura A. Sugg, Deborah L. Byers, David I. Foley, JP Munfa, William Ordemann, Elizabeth P. Cordia, Michael Kumar and Jesse Krynak are independent under the Company’s Corporate Governance Guidelines and the applicable NYSE listing standards and SEC rules. Joseph Payne and Ronald Schweizer, who served as directors for a portion of fiscal year 2023, were also independent under the Company’s Corporate Governance Guidelines and the applicable NYSE listing standards and SEC rules. The Board has also determined that all members of each of our Audit Committee, Compensation Committee, and Governance Committee are independent and satisfy the relevant SEC and NYSE independence requirements for service on such committees.

Reporting of Concerns to Independent Directors

Anyone who has concerns about the Company may communicate those concerns to the independent directors, including our Lead Independent Director. Such communication should be mailed to the Company’s corporate secretary at 2700 Post Oak Boulevard, Suite 300, Houston, Texas 77056-5748, and the corporate secretary will review these communications and forward any such communications that they determine bear substantively on the business, management, or governance of the Company to the independent directors.


Kinetik Holdings Inc.			10			2024 Proxy Statement

Board Leadership Structure and Role in Risk Oversight

Board Leadership Structure

The roles of Chair of the Board and Chief Executive Officer are currently separated, which we believe aids in the Board’s oversight of management, supported by strong independent committee chairs. The Stockholders Agreement provides Blackstone with the right to designate one of its director designees as the non-executive chairperson of the Board until the earlier of December 31, 2024 and such time as Blackstone and its affiliates are no longer entitled to designate directors under the Stockholders Agreement. The Board believes it is in the best interests of the Company and its stockholders for the Board to have flexibility in determining the Board leadership structure of the Company and believes the current structure enhances corporate governance and allows each of our Chair and our Chief Executive Officer to remain focused on their distinct roles, which, for the Chair, primarily involves Board and corporate governance and, for the Chief Executive Officer, primarily involves day-to-day management leadership and implementing our corporate strategy. The Board regularly reviews all aspects of its governance profile, including the Board leadership structure, taking into account the Company and its needs, legislative and regulatory developments, and corporate governance trends, among other things, and will make changes as it deems appropriate.

Lead Independent Director

The Board believes that a strong Lead Independent Director complements the role of the Chair and CEO, enhances the significant contributions of our directors not affiliated with Blackstone or I Squared (the “Non-Affiliated Directors”) and promotes confidence in our governance structure. Our Lead Independent Director is designated annually by the Board and such position’s duties include (i) meeting independently with the Non-Affiliated Directors, as needed, (ii) consulting on meeting agendas for the Board and meeting schedules, as appropriate, and (iii) ensuring they are available for consultation and direct communication with the Company’s major stockholders upon request. In 2023, the Board designated Laura Sugg as Lead Independent Director.

Board Role in Risk Oversight

The full Board oversees the Company’s risk management, while Company management is responsible for the day-to-day management of risk. To assist it in this oversight role, the Board’s committees are assigned oversight responsibility for certain matters relating to the risks inherent in the committees’ respective areas of oversight, with each committee regularly reporting and making recommendations to the full Board. Risk oversight responsibilities for our Board and its committees are delegated as set forth below:

•Audit Committee: Oversees the enterprise risk management program and reviews with management the guidelines and policies governing the process by which senior management of the Company assess and manage the Company’s exposure to risk and discusses with management (and, if appropriate, the independent auditor) the Company’s major financial risk exposures, information security and cybersecurity risks and the steps management has taken to monitor and control such exposures. Resolves potential conflicts of interest, in connection with certain related-party transactions, including transactions between the Company or any of its subsidiaries, on the one hand, and Blackstone, I Squared or Apache or their respective subsidiaries, on the other hand, in accordance with the related-party transaction policies adopted by our Board.

•Compensation Committee: Reviews the executive compensation program to ensure it does not encourage excessive risk-taking; oversees human capital management; reviews and discusses, at least annually, the relationship between risk management policies and practices, corporate strategy and sustainability priorities and the Company’s compensation arrangements; and reviews our executive compensation and incentive compensation plans to ensure we have appropriate practices in place to support the retention and development of the talent necessary to achieve our business goals and objectives.

•Governance Committee: Develops and recommends to the Board a code of conduct and ethics for the Company’s directors, officers, and employees (if any) dealing with such matters as the ethical conduct of the Company’s business and the prohibition of conflicts of interest for directors, officers, and employees. The Governance Committee is also responsible for


Kinetik Holdings Inc.			11			2024 Proxy Statement

ensuring refreshment of Board members who have the appropriate skills and experiences, including with regard to risk management issues. Further, the Governance Committee reviews and provides oversight of risks related to the Company’s strategy, initiatives, policies and practices on corporate governance, environmental, health and safety, corporate social responsibility, sustainability, and other related environmental, social or governance policy matters that are significant to the Company.

Our Board receives regular updates and recommendations from the committees about these activities, and reviews additional risks not specifically within the purview of any particular committee and risks of a more strategic nature, including operational risks. In addition to the oversight provided by our full Board, its committees, executive officers, and the members of our management team, our independent directors hold regularly-scheduled executive sessions as often as they deem appropriate. These executive sessions provide an additional avenue through which the Board monitors the Company’s risk exposure and policies regarding risk management. The Chairman presides over all executive sessions.

The Company believes that this structure and division of responsibility is the most effective way to monitor and control risk.

Board Role in Cybersecurity Oversight

Our Board has delegated the responsibility for overseeing cybersecurity risk to our Audit Committee who oversees management’s assessment and management of cybersecurity risk. The employee-led Cybersecurity Governance Committee and Cybersecurity Risk Committee oversee the Company’s cybersecurity initiatives. Management delivers a quarterly update to the Audit Committee to discuss cybersecurity matters such as the effectiveness of the Company’s cybersecurity strategy and ensuring alignment with business objectives. A cybersecurity dashboard is used to share metrics and matters to the Audit Committee. The cybersecurity dashboard also includes commentaries on risk exposure and materiality, if any, as they relate to cybersecurity.


Kinetik Holdings Inc.			12			2024 Proxy Statement

Sustainability

At Kinetik, we believe that integrating environmental, safety, governance and responsible corporate practices into our business decisions is essential to creating value for our stakeholders, including our stockholders, lenders, customers, employees, business partners, regulators and citizens in the communities where we live and operate. Operational safety and environmental stewardship are top priorities at Kinetik, and we require a commitment from all employees and business partners to operate in a safe, reliable and environmentally sound manner.

We released our third sustainability report in July 2023, which provides a transparent and comprehensive review of Kinetik’s progress towards advancing a safer, cleaner and more reliable energy future, building a culture that fosters fairness and inclusivity, and investing in the communities in which we operate. We are committed to demonstrating transparency with our sustainability reporting and disclosures as we seek to align our sustainability report methodologies with market and industry best practices, stakeholder requests, and key environmental, social and governance topics identified in our materiality analysis. Our most recent sustainability report was prepared in reference to the Global Reporting Initiative (GRI) Standards, the Sustainability Accounting Standards Board (SASB) and the Energy Infrastructure Council (EIC) / GPA Midstream Association reporting template. Please visit https://www.kinetik.com/sustainability to access our most recent sustainability report which provides a transparent and comprehensive review of Kinetik’s sustainability practices, initiatives, and achievements. The inclusion of this Internet address is for information purposes only, and no information found and/or provided at such internet address, contained on the Company’s website in general, or included in our sustainability report is intended or deemed to be incorporated by reference in this proxy statement. Additional context on Kinetik’s sustainability strategy, targets and results for fiscal year 2023 will be detailed in our 2023 Sustainability Report, expected to be published mid-year. Some highlights of our sustainability efforts appear below.


Environmental
Commitment to Reducing Emissions			•Reduced Kinetik’s combined Scope 1 and 2 methane intensity between 2022 and 2023. •Sourced over 50% of Kinetik’s purchased electric power used in operations from renewable sources in 2022 and continued to source renewable energy in our operations in 2023. •In 2023, we continued our partnership with Tachyus, employing their Aurion software platform to enhance our capabilities in tracking and reporting greenhouse gas emissions. •In 2023, we converted seven facilities from natural gas driven pneumatics to instrument air, resulting in significant reductions in our methane emissions. •In 2023, we continued evaluating and implementing voluntary enhanced leak detection and repair measures designed to minimize methane leaks from our operations through the deployment of a dedicated LDAR SWAT team, the continued operation of continuous emissions monitoring OGI cameras at certain facilities, installation of next generation continuous emissions monitoring sensors, and by performing regular aerial emissions monitoring surveys of our facilities. •In 2023, we expanded the utilization of electric compression across the Company’s system to reduce Scope 1 greenhouse gas emissions from our operations. The Company was also awarded a New Technology Implementation Grant from the Texas Commission on Environmental Quality and Texas Emission Reduction Plan to install additional electric compression in 2024. •In 2024, we continue to focus on exploring and implementing new technologies and best practices to achieve further reductions in our greenhouse gas emissions.


Kinetik Holdings Inc.			13			2024 Proxy Statement


Environmental (continued)
Environmental Stewardship			•100% of the Company’s debt capital structure is directly linked to sustainability performance targets. Please visit the Company’s website to access our most recent sustainability linked financing framework. •Since 2022, we have incorporated strategically aligned greenhouse gas emissions-related metrics into Kinetik’s executive compensation program and employee at-risk pay program. •In 2023, we further strengthened our sustainability efforts by establishing the New Energy Ventures role within our team. Under the leadership of a Senior Vice President of Crude, Water, and New Energy Ventures, this team is dedicated to assessing bolt-on opportunities that can drive economic growth while promoting sustainability, such as carbon capture, utilization, and storage (CCUS), as well as carbon-neutral power generation.


Social
Focus on Safety			•Completed over 8,700 hours of EHS focused training for field employees in 2023. •In 2023, we saw the full implementation and impact of the employee Kinetik Safety Committee, as it played a pivotal role in bolstering our safety performance and fostering a culture of safety across the company. •Finished 2023 with a Total Recordable Incident Rate (TRIR) of 0.64, reflecting an 83% improvement compared to 2022.
Support For Our Employees and Communities			•In 2023, employees dedicated over 500 hours to local community projects through Kinetik’s employee volunteer program, nearly doubling volunteer hours from 2022. •In 2023, contributed over $1,200,000 to local community causes and charitable organizations, more than tripling contributions made in 2022. •Continued to match employee contributions to the Kinetik Cares Foundation which provides assistance to employees and their immediate family members impacted by unexpected life events.


Kinetik Holdings Inc.			14			2024 Proxy Statement


Governance
Engaged in Strong Corporate Governance Practices			•All of our directors are elected on an annual basis. •Our Corporate Governance Guidelines limit the number of other public company boards on which our directors may serve and require directors to notify the Governance Committee before accepting an invitation to serve on additional public company boards. •We do not have any super-voting shares, meaning each share of our Class A and Class C Common Stock is entitled to one vote. •Our bylaws allow stockholders to act by written consent and for stockholders beneficially owning at least 10% of the Company’s stock to call a special meeting. •We regularly refresh our Board committee charters, Corporate Governance Guidelines, Code of Business Conduct, and other governance documents. •The Board and its committees conduct annual self-evaluations. •We have adopted insider trading, anti-hedging, and anti-pledging policies and have implemented significant stock ownership guidelines for our directors and executive officers. •We hold regular, frequent meetings of independent directors in executive session without management present. •Our Governance Committee regularly assesses the skills, composition and evolving needs of the Board and seeks to balance the membership as a part of its annual nomination process. •In 2023, the compensation program tied 20% of all salaried employees’ at-risk pay, including executives, to the achievement of specific sustainability goals related to emissions and safety.
Focus on Inclusivity and Independence			•Ten of our eleven Board members (or 91% of our Board) are independent under NYSE rules. All members of our Board committees are independent directors. •Separate Chair, CEO and Lead Independent Directors with clearly defined roles. •Board leadership is gender diverse: Two of our three Board committees are chaired by women. •Three of our directors identify as women and two directors identify as members of racial/ethnical groups that are historically underrepresented in our industry. •Have increased female representation in corporate officer positions to approximately 18% since 2021, with a target of 20% pursuant to our sustainability linked financing framework.

The Board and its committees, namely the Governance Committee, provides governance and oversight of the risks related to strategy, initiatives, policies, and practices on corporate governance, environmental, health and safety, corporate social responsibility, sustainability, and other related matters. Our executive committees help to provide strategic development of our sustainability program and goals and include our CEO Oversight Committee and an Executive Oversight Committee. Our Vice President of Sustainability provides coordination of sustainability initiatives within the Company, and our employee-led Sustainability Working Committee leads the day-to-day implementation of our sustainability program and its targets.


Kinetik Holdings Inc.			15			2024 Proxy Statement

Anti-Hedging and Pledging Policy

All of our directors, officers, employees and consultants that are aware of certain material, non-public information are subject to our Insider Trading Policy. Our Insider Trading Policy, among other things, discourages all hedging or monetization transactions, whether direct or indirect, involving the Company’s securities, as well as all transactions involving derivative securities, whether or not entered into for hedging or monetization purposes. Furthermore, under our Insider Trading Policy, any person who receives material, non-public information cannot enter into a corresponding or hedging transaction, or alter an existing corresponding or hedging position with respect to the securities to be bought or sold under a Rule 10b5-1 Plan. Directors, officers, employees and consultants are also prohibited from holding Company securities in a margin account or pledging Company securities as collateral for a loan, without obtaining preclearance from the General Counsel.

Standing Committees and Meetings of the Board

The standing committees of our Board include an Audit Committee, a Compensation Committee, and a Governance Committee. Actions taken by these committees are reported to our Board at the next Board meeting. During 2023, the Board held 8 meetings, and each of the Company’s continuing directors who were then-serving attended or participated in all regularly scheduled meetings of our Board and committees of which they were a member. Our Corporate Governance Guidelines provide that directors are encouraged to attend our annual stockholder meetings, and all of our then-serving directors attended our 2023 Annual Meeting of Stockholders.

Committee

Name

Board

Audit

Compensation

Governance

Deborah L. Byers

Elizabeth P. Cordia

David I. Foley

D. Mark Leland

Kevin S. McCarthy

John-Paul (JP) Munfa

Jesse Krynak

William Ordemann

Michael Kumar

Laura A. Sugg

Jamie Welch

l Chairperson l Committee Member


Kinetik Holdings Inc.			16			2024 Proxy Statement

Table of Contents

Audit Committee

The Audit Committee assists the Board in fulfilling its oversight responsibility relating to:

•the integrity of the Company’s financial statements, accounting and financial reporting processes, and systems of internal controls over accounting and financial reporting;

•the Company’s compliance with legal and regulatory requirements;

•the independent auditor’s qualifications, independence, and performance, including having sole authority for appointment, compensation, oversight, evaluation, and termination;

•the performance of the Company’s internal audit function;

•the report of the Audit Committee required by the rules of the Securities and Exchange Commission (“SEC”), as included in this proxy statement; and

•the fulfillment of the other responsibilities set out in its charter.

As described more fully above in “Board Leadership Structure and Role in Risk Oversight—Board Role in Risk Oversight,” the Audit Committee is also tasked with reviewing the guidelines and policies governing the process by which both the senior management and the relevant departments of the Company assess and manage the Company’s exposure to risk. In addition, the Audit Committee oversees the Company’s major financial risks, including hedging exposure, and information security and cybersecurity risks and the steps management has taken to monitor and control such exposures.

As described more fully below in “Policies with Respect to Related Party Transactions,” the Audit Committee also resolves potential conflicts of interest in connection with certain related-party transactions, including transactions between the Company or any of its subsidiaries, on the one hand, and Blackstone, I Squared or Apache or their respective subsidiaries, on the other hand.

During the year ended December 31, 2023, the Audit Committee held four meetings. The Board has determined that each of Deborah L. Byers, chairperson of the Audit Committee, and D. Mark Leland qualify as an audit committee financial expert, as defined under SEC rules. The Board has determined that each of Deborah L. Byers, D. Mark Leland, Kevin S. McCarthy and William Ordemann is “independent” under the SEC and NYSE rules. Laura A. Sugg also served on the Audit Committee from January 1, 2023 until April 2, 2024 and was determined to be “independent” under SEC and NYSE rules.

Compensation Committee

The Compensation Committee’s principal functions include:

•reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives, and determining and recommending to the Board for approval the remuneration (if any) of our Chief Executive Officer based on such evaluation;

•reviewing and recommending to the Board for approval on an annual basis the compensation of all of our other officers;

•reviewing on an annual basis our executive compensation policies and plans;

•reviewing and approving any new hire, severance or termination arrangements to be made with any executive officer;

•assisting management in complying with our proxy statement and annual report disclosure requirements;

•approving all special perquisites, special cash payments, and other special compensation and benefit arrangements for our officers and employees;


Kinetik Holdings Inc.			17			2024 Proxy Statement

•if required, producing a report on executive compensation to be included in our annual proxy statement; and

•reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors.

The Compensation Committee charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel, or other adviser and will have sole authority over the appointment, compensation, and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel, or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by the NYSE and SEC.

The Compensation Committee may form subcommittees for any purpose that the Compensation Committee deems appropriate and may delegate to such subcommittees such power and authority as the Compensation Committee deems appropriate; provided, however, that no subcommittee shall consist of fewer than two members; and provided further that the Compensation Committee shall not delegate to a subcommittee any power or authority required by any law, regulation, or listing standard to be exercised by the Compensation Committee as a whole.

The Chief Executive Officer may make, and the Compensation Committee may consider, recommendations to the Compensation Committee regarding the Company’s compensation and employee benefit plans and practices, including its executive compensation plans, its incentive-compensation and equity-based plans with respect to executive officers (other than the Chief Executive Officer), and the Company’s director compensation arrangements.

During the year ended December 31, 2023, the Compensation Committee held five meetings. The Compensation Committee consists solely of independent directors as defined under and required by the NYSE rules and “non-employee directors” under Section 16 of the Exchange Act.

Governance and Sustainability Committee

The Governance Committee is responsible for, among other things:

•establishing criteria for the selection of potential directors;

•recommending to the Board the slate of director nominees submitted to the stockholders for election at each annual meeting and proposing qualified candidates to fill vacancies on the Board;

•overseeing the annual evaluation of the Board, its committees and management;

•recommending committee membership, including a chairperson, for each committee;

•preparing and recommending to the Board the appropriate corporate governance guidelines and Code of Business Conduct and overseeing the Company’s overall corporate governance; and

•reviewing and overseeing the Company’s strategy, initiatives, policies, and practices on corporate governance, environmental, health and safety, corporate social responsibility, sustainability, including the annual sustainability report, and other related policy matters.

The Governance Committee considers director nominee recommendations from executive officers of the Company, independent members of the Board, and stockholders of the Company, as well as recommendations from other interested parties. The Governance Committee may also retain an outside search firm to assist it in finding appropriate nominee candidates. The Governance Committee will consider recommendations of potential director candidates from stockholders based on the same criteria as a candidate identified by any other source. Stockholders may submit such a recommendation by sending a letter to the Company’s corporate secretary (at the address for submitting stockholder proposals and nominations set forth under the heading Future Stockholder Proposals and Director Nominations below). Stockholder recommendations for director nominees received by the Company’s corporate secretary are forwarded to the Governance Committee for consideration.


Kinetik Holdings Inc.			18			2024 Proxy Statement

Our Corporate Governance Guidelines contain criteria that apply to nominees recommended by the Governance Committee for positions on our Board. Under these criteria, the Governance Committee considers the following, among other things, in recommending new nominees or the re-election of directors to the Company’s Board and its committees members of our Board:

•High personal and professional ethics, integrity and values;

•Commitment to representing the long-term interests of the Company and its stockholders;

•Expertise and perspective needed to govern the business and strengthen and support senior management;

•Diversity of background, skills and experiences that will balance our Board and provide appropriate oversight of our business and strategy;

•Willingness to commit the required time to serve as a Board member, including service on other public company boards pursuant to the Company’s Corporate Governance Guidelines;

•Ability to constructively participate in discussions, with the capacity to quickly understand and evaluate complex and diverse issues;

•Dedication to the highest health, safety, governance and environmental standards;

•Supportive of management, but independent, objective, and willing to question and challenge both openly and in private exchanges; and

•Represent the interests of all stockholders.

Subject to the Stockholders Agreement, all decisions to recommend the nomination of a new nominee for election to the Board or for the re-election of a director are within the sole discretion of the Governance Committee. All director candidates are evaluated, and the decision of whether or not to nominate a particular candidate is made, based solely on Company- and work-related factors.

For information regarding the experiences, qualifications, attributes, and skills of the current members of our Board, please see “Proposal 1. Election of Directors—Board Diversity.”

During the year ended December 31, 2023, the Governance Committee held four meetings.

Committee Charters

Charters for the Audit, Compensation and Governance Committees of the Board, along with the Corporate Governance Guidelines, each as amended from time to time, are available on the Company’s website, www.kinetik.com. Our Code of Business Conduct, which meets the requirements of a code of ethics under applicable SEC regulations and NYSE corporate governance requirements, also is available on the Company’s website. You may request printed copies of any of these documents by writing to the Company’s corporate secretary at 2700 Post Oak Boulevard, Suite 300, Houston, Texas 77056-5748.

Board and Committee Evaluations

Our Board recognizes that a thorough evaluation process is an important element of corporate governance and enhances our Board’s effectiveness. Therefore, each year, the Board Chair and the Chair of each standing committee request that the directors provide their assessment of the effectiveness of the full Board and each of the committees on which they serve. The responses are organized and summarized and provided to each Chair for review and discussion at the next scheduled meeting. Each year the Governance Committee also evaluates the adequacy of the evaluation process.


Kinetik Holdings Inc.			19			2024 Proxy Statement

Report of the Audit Committee

The following report of the Audit Committee of the Company shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall this report be incorporated by reference into any filing made by the Company under the Securities Act or the Securities and Exchange Act of 1934, as amended.

The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2023, with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Members of the Audit Committee

Deborah L. Byers

D. Mark Leland

Kevin S. McCarthy

Laura A. Sugg


Kinetik Holdings Inc.			20			2024 Proxy Statement

Securities Ownership and Principal Holders

The following table sets forth, as of April 1, 2024, the beneficial ownership of the Company’s Class A Common Stock and Class C Common Stock of (i) each director of the Company, (ii) the Company’s named executive officers for fiscal year 2023, as defined herein, (iii) all directors and executive officers of the Company as a group and (iv) each person known to us to be the beneficial owner of more than 5% of our outstanding Common Stock. The table also sets forth the combined voting power of each of the foregoing based on the number of shares of Class A Common Stock and Class C Common Stock held by such person as of April 1, 2024. All ownership information is based upon filings made by those persons with the SEC and upon information provided to the Company.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of voting Common Stock beneficially owned by them.

As of April 1, 2024, there were 59,712,487 shares of our Class A Common Stock and 93,942,788 shares of our Class C Common Stock outstanding. Unless otherwise noted, the business address of each of the directors and executive officers in this table is 2700 Post Oak Boulevard, Suite 300, Houston, Texas 77056.



	Class A Common Stock			Class C Common Stock		Combined Voting Power(6)(7)


Name	Number	%		Number	%	Number	%

5% Stockholders:
Blackstone Inc.(1)	15,764,921	26.44	%	65,542,490	69.77%	77,460,158	50.41	%
I Squared Capital(2)	6,597,350	11.05	%