Archrock (AROC) Proxy Filing summary

Executive summary

• Achieved strong financial performance in 2025, with earnings per share up 74% and net income and Adjusted EBITDA growing 87% and 51% year over year, respectively. Disciplined capital allocation, high fleet utilization, and strategic acquisitions supported growth and shareholder returns through dividends and share repurchases.

• Integrated two accretive acquisitions since August 2024, expanding operating scale and advancing sustainability objectives. Maintained a compression fleet utilization rate of 95% or greater each quarter in 2025.

• Continued investment in digital tools, analytics, and AI to improve service quality, maintenance, and remote monitoring, driving higher equipment reliability and operating margins.

• Focused on innovation in methane mitigation, gas capture, and carbon management technologies to reduce emissions and improve system efficiency.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine director nominees for one-year terms, ratification of Deloitte & Touche LLP as independent auditor for 2026, and an advisory vote on executive compensation for 2025. The Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine nominees, 78% of whom are independent, with a majority of directors aged 66-75. All directors are elected annually under a plurality vote standard.

• Board committees (Audit, Compensation, Governance and Sustainability) are 100% independent. The Chairman is independent and separate from the CEO.

• Board and committee evaluations are conducted annually, with enhancements made in response to feedback, including increased cybersecurity expertise and improved meeting processes.

• Director onboarding includes immersive education on governance, operations, and safety. Continuing education is supported and reimbursed.

• Stockholder outreach in 2025 included engagement with holders representing 18% of shares, focusing on compensation, governance, and sustainability.