Archrock Inc. Files Proxy Statement

TL;DR

Archrock proxy statement out - vote on directors & auditors soon.

AI Summary

Archrock, Inc. filed a Definitive Proxy Statement (DEFA14A) on April 17, 2024, for its annual meeting. The filing details the company's governance, executive compensation, and proposals to be voted on by shareholders. Key items likely include the election of directors and ratification of independent auditors.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and policies at the upcoming annual meeting.

Risk Assessment

Risk Level: low — This is a routine proxy filing, not indicating any immediate financial distress or significant operational changes.

Key Players & Entities

• Archrock, Inc. (company) — Registrant
• 0001104659-24-048402 (filing_id) — Accession Number
• 20240417 (date) — Filing Date
• EXTERRAN HOLDINGS INC. (company) — Former Company Name
• Iliad Holdings, INC (company) — Former Company Name

FAQ

Key Financial Figures

• $6.3 million — Pay-TSR Alignment Table, increased from $6.3 million in 2021 to $7.4 million in 2023, or an
• $7.4 million — increased from $6.3 million in 2021 to $7.4 million in 2023, or an average of only 8% per y
• $2.9 million — enhanced payout amounted to a total of $2.9 million of incremental compensation across the
• $772,000 — r five named executive officers totaled $772,000, or 27% of the adjustment amount. Direc

Filing Documents

• tm2412114d1_defa14a.htm (DEFA14A) — 36KB
• tm2412114d1_defa14aimg01.jpg (GRAPHIC) — 26KB
• 0001104659-24-048402.txt ( ) — 73KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 Archrock, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. Dear Fellow Archrock Stockholders: I am writing to encourage you to vote “FOR” Proposal No. 3, the advisory vote to approve the compensation of Archrock Inc.’s named executive officers for fiscal year 2023 (the “Say-on-Pay proposal”), at Archrock’s 2024 annual meeting of stockholders. The Annual Meeting will be held on April 25, 2024 (the “Annual Meeting”). Please see page 27 of our definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2024 (the “2024 Proxy Statement”) for our Say-on-Pay proposal. We have received sustained positive stockholder feedback in recent years regarding Archrock’s executive compensation programs, with an average of more than 95% support from our voting stockholders over the last five years, at least 94.6% stockholder support in each of the last five years, and 96% approval in the most recent year. For more than the last five years, we also have received “for” Say-on-Pay vote recommendations from proxy advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass Lewis”). Our Compensation Committee values the feedback it has received from our stockholders and took into consideration this overwhelming historical support for our program when making 2023 compensation decisions. For our upcoming Annual Meeting, Glass Lewis has once again recommended that Archrock’s stockholders vote “for” our Say-on-Pay proposal while ISS has recommended that shareholders vote “against” our Say-on-Pay proposal. We strongly and respectfully disagree with ISS’s suggestion that our pay and performance are misaligned and do not agree with changes ISS made to its selected peer group for Archrock, which led it to that suggestion. We are providing this supplemental information to help you better evaluate our 2023 executive compensation program and decisions in light of ISS’s recommendation. Below are a few key points, with additional details in the paragraphs that follow: · Archrock is delivering strong shareholder returns, performing at the top of our peer group for 2023 and year-to-date for 2024. · The compensation committee’s exercise of discretion under our 2023 short-term incentive (STI) program was appropriate in the context of our record-setting 2023 performance on key metrics as well as the completion of several strategic and multi-year initiatives. Our outperformance in 2023 exposed some weaknesses in the formulaic design of our 2023 STI program and the Compensation Committee determined that an adjustment was needed to ensure that payouts aligned to actual performance. The Compensation Committee has not needed to exercise its discretion over STI historically and, following updates to our program that were implemented for 2024, does not expect to do so going forward. · Although our LTI awards in recent years were weighted 60% to time-based awards and 40% to performance-vesting awards, going forward, we will more heavily weight the performance-vesting portion. Beginning in 2025 we will use a 50%/50% mix of time and performance-vesting LTI awards. · We updated our performance-based long-term incentive (LTI) program in 2024 to incorporate an “absolute TSR” modifier into our TSR-based performance unit design. We believe this design is more effective than a simple cap that limits payouts to target level in cases where absolute TSR is negative for a performance period. · ISS used an inappropriate peer group with which to compare our performance and executive pay levels, including adding this year several shipping companies that recently have had outsized performance. These companies are not relevant comparators to Archrock. When measured appropriately (i.e., against comparable peer companies in our industry), our pay and performance have been well aligned, as recognized by Glass Lewis. Our Compensation Committee remains committed to the ongoing evaluation of our executive compensation program, taking into consideration mar

View Full Filing

View this DEFA14A filing on SEC EDGAR