DEF 14A of Antero Resources Corp
Filed Apr 24, 2025 · FY20240001308179-25-000493
Current Directors and Board Nominees
Current Directors and Board Nominees
Current Directors and Board Nominees
| | Director | | | | Committee Memberships | | | | | | Name | Class | Age | Occupation | Director Since | Audit | Comp | Nom & Gov | Conflicts | ESG | | Paul M. Rady Chairman of the Board | Class I | 71 | Antero’s Chief Executive Officer and President | 2004 | | | | | | | Brenda R. Schroer | Class I | 49 | President and Chief Financial Officer of ACS Partners, LLC and its predecessors | 2021 | | | | | | | Thomas B. Tyree, Jr. | Class I | 64 | Independent Director of Enerflex Ltd and Project Canary | 2019 | | | | | | | W. Howard Keenan, Jr. | Class II | 74 | Member of Yorktown Partners LLC | 2004 | | | | | | | Jeffrey S. Muñoz | Class II | 59 | Retired Partner at Latham & Watkins LLP and Vinson & Elkins LLP in the natural resources industry | 2024 | | | | | | | Jacqueline C. Mutschler | Class II | 63 | Independent Director of Weatherford International plc; Executive Consultant | 2020 | | | | | | | Robert J. Clark | Class III | 80 | Former Chairman of 3 Bear Energy, LLC; Energy Consultant | 2013 | | | | | | | Benjamin A. Hardesty Lead Director | Class III | 75 | Owner of Alta Energy LLC | 2013 | | | | | | | Vasiliki (Vicky) Sutil | Class III | 60 | Independent Director of Delek US Holdings, Inc. | 2019 | | | | | |
Current Directors and Board Nominees
Chairperson
ITEM ONE: ELECTION OF DIRECTORS
ITEM ONE: ELECTION OF DIRECTORS The Board is currently comprised of nine directors divided into three classes. Directors in each class are elected to serve for three-year terms and until they are re-elected, their successors are elected and qualified, or until his or her death or until they resign or are removed. Each year, the directors of one class stand for re-election as their terms of office expire. Based on recommendations from our Nominating & Governance Committee, the Board has nominated the following individuals for election as Class III directors of Antero, with terms to expire at the 2028 Annual Meeting of Stockholders, barring an earlier death, resignation or removal:
ITEM ONE: ELECTION OF DIRECTORS
| | | | | Robert J. Clark | Benjamin A. Hardesty | Vasiliki (Vicky) Sutil |
ITEM ONE: ELECTION OF DIRECTORS
All nominees currently serve as Class III directors of Antero. Their biographical information is contained in “Directors” below. If a nominee becomes unable or unwilling to accept nomination or election, either the size of the Board will be reduced or the individuals acting under your proxy will vote for the election of a substitute nominee recommended by the Board.
ITEM ONE: ELECTION OF DIRECTORS
| | THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES. |
ITEM ONE: ELECTION OF DIRECTORS
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Summary of Director Qualifications and Experience
Summary of Director Qualifications and Experience The Board believes that all directors should have sound business judgment, personal and professional integrity, an ability to work as part of a team, willingness to commit the required time to serve as a Board member, business experience, and financial literacy. As of the date hereof, the Board embodied a diverse set of experiences, qualifications, attributes, and skills, as shown below:
Summary of Director Qualifications and Experience
| | Rady | Schroer | Tyree | Keenan | Mutschler | Clark | Hardesty | Sutil | Muñoz | | Executive Leadership | • | • | • | • | • | • | • | • | • | | Financial | • | • | • | • | • | • | | • | • | | Accounting/Audit | | • | • | | | • | | | • | | Risk Management | • | • | • | • | • | • | • | • | | | Operations | • | | • | | • | • | • | • | | | Industry | • | • | • | • | • | • | • | • | • | | Environmental and/or Climate Change-Related | | • | • | | • | | • | • | | | Health or Safety | | | | | | | • | • | | | Human Resources Management | | • | • | | • | | • | • | | | Cybersecurity | | | • | | | | | | |
Summary of Director Qualifications and Experience
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DIRECTORS
DIRECTORS We were originally formed in 2004 as Antero Resources II Corporation. Through a series of internal reorganization transactions, Antero Resources II Corporation’s successor and certain of its affiliates were merged with and into Antero Resources Appalachian Corporation. That entity was renamed Antero Resources Corporation in June 2013 in connection with our initial public offering. Set forth below is the background, business experience, attributes, qualifications and skills of each Antero director and director nominee. In some cases, references to our directors’ tenure with Antero date back to our original formation in 2004. Each of the Class III directors is up for reelection at the Annual Meeting.
Class I Directors
Class I Directors
Class I Directors
| Age: 71 Director Since: 2004 Committee Memberships: None | Paul M. Rady Chairman, Chief Executive Officer and President Key Skills, Attributes and Qualifications: | | | Key Skills, Attributes and Qualifications: • Co-Founder of Antero Resources, serving as President of Antero Resources since April 30, 2021 and as Chairman of the Board of Directors and Chief Executive Officer of Antero Resources since May 2004 • President of Antero Midstream since April 30, 2021 and Chief Executive Officer and Chairman of the Board of Directors of Antero Midstream since the closing of Antero Midstream’s simplification transactions (the “Simplification Transactions”) in March 2019 • Served as Chief Executive Officer and Chairman of Antero’s predecessor company from its founding in 2002 to its ultimate sale to XTO Energy, Inc. in 2005 • Served as President, CEO and Chairman of Pennaco Energy from 1998 until its sale to Marathon in 2001 • Worked with Barrett Resources from 1990 until 1998, moving from Chief Geologist to Exploration Manager, EVP Exploration; President, COO and Director; and ultimately CEO • Began his career with Amoco, where he served ten years as a geologist focused on the Rockies and Mid-Continent Has significant experience as a chief executive of oil and gas companies, together with his training as a geologist and broad industry knowledge. Other Public Company Boards: • Antero Midstream; Antero Midstream Partners LP (until March 2019) |
Class I Directors
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Class I Directors
| Age: 49 Director Since: 2021 Committee Memberships: Audit Committee (chair), Environmental, Social and Governance (ESG) Committee | Brenda R. Schroer | | | Key Skills, Attributes and Qualifications: • President and Chief Financial Officer of ACS Partners, LLC and its predecessors • Served as Chief Financial Officer and Board of Managers of Endeavor Energy Resources LP from January 2023 through September 2024, when Endeavor Energy Resources LP was acquired by Diamondback Energy • Served as Chief Financial Officer of Aris Water Solutions, Inc. (“Aris”) from June 2021 to September 2022. Previously served as Interim Chief Financial Officer of Aris’ predecessor, Solaris Midstream Holdings (“Solaris”), beginning in March 2021 until June 2021 • Served as Senior Vice President, Chief Financial Officer and Treasurer of Concho Resources Inc. (“Concho”) from January 2019 until it was acquired by ConocoPhillips in January 2021. Previously held roles of increasing responsibility at Concho starting in 2013 • Served on the Board of Directors of Solaris Midstream Holdings from July 2019 through February 2021 • Prior to joining Concho in 2013 as Vice President and Chief Accounting Officer, Brenda was with Ernst & Young LLP since 1999, and her most recent position was Americas Oil & Gas Sector Resident with the National Audit practice Has significant experience in the oil and gas industry over several decades. Other Public Company Boards: • N/A |
Class I Directors
| Age: 64 Director Since: 2019 Committee Memberships: Audit Committee, Conflicts Committee, Environmental, Social and Governance (ESG) Committee | Thomas B. Tyree, Jr. | | | Key Skills, Attributes and Qualifications: • From 2018 through 2023, served sequentially as Chief Executive Officer, Executive Chairman and Chairman of Northwoods Energy LLC, a private upstream oil and gas company that he co-founded in 2018 • In 2021, served as Chief Executive Officer and Director of Extraction Oil & Gas, Inc., a formerly publicly traded upstream oil and gas company. Previously served as Executive Chairman starting in 2020 • From 2006 to 2016, served as President, Chief Financial Officer and as a Director of Vantage Energy, LLC • From 2003 to 2006, served as Chief Financial Officer of Bill Barrett Corporation, a formerly publicly traded company • From 1989 to 2003, worked as an investment banker at Goldman, Sachs & Co. Has significant experience in the oil and gas industry over several decades. Other Public Company Boards: • Enerflex Ltd.; Extraction Oil & Gas, Inc. (until November 2021); Bonanza Creek Energy, Inc. (until March 2020). |
Class I Directors
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Class II Directors
Class II Directors
Class II Directors
| Age: 74 Director Since: 2004 Committee Memberships: Compensation Committee, Nominating & Governance Committee | W. Howard Keenan, Jr. | | | Key Skills, Attributes and Qualifications: • Since 1997, has been a Member of Yorktown Partners LLC, a private investment manager focused on the energy industry • From 1975 to 1997, was in the Corporate Finance Department of Dillon, Read & Co. Inc. and active in the private equity and energy areas, including the founding of the first Yorktown Partners fund in 1991 • Serves on the boards of directors of multiple Yorktown Partners portfolio companies • Serves on the Board of Directors of Antero Midstream Has over 40 years of experience with energy companies and investments and broad knowledge of the oil and gas industry. Other Public Company Boards: • Aris Water Solutions, Inc.; Solaris Energy Infrastructure, Inc.; Brigham Minerals, Inc. (until the first quarter of 2022); Antero Midstream; Ramaco Resources, Inc. (until 2019); Antero Midstream Partners LP (until 2019); Concho Resources (until 2013); Geomet Inc. (until 2012) |
Class II Directors
| Age: 63 Director Since: 2020 Committee Memberships: Audit Committee, Nominating & Governance Committee, Conflicts Committee, Environmental, Social and Governance (ESG) Committee | Jacqueline C. Mutschler | | | Key Skills, Attributes and Qualifications: • Executive Consultant for the energy and technology sectors since 2014 • Member of Weir Group plc Technology Advisory Board from 2015 to 2017 • From 2006 until retirement in 2014, served as Senior Vice President of Upstream Technology at BP, PLC • Held BP Vice President domestic and international roles between 2001 and 2006, including U.S. unconventional gas production • From 1986 to 2001, held production management, financial business planning and geophysical roles for BP Onshore U.S. and Gulf of Mexico businesses Has over 30 years of experience in the oil and natural gas industry, including 28 years with BP plc. Other Public Company Boards: • Weatherford International plc |
Class II Directors
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Class II Directors
| Age: 59 Director Since: 2024 Committee Memberships: Audit Committee, Nominating & Governance Committee | Jeffrey S. Muñoz | | | Key Skills, Attributes and Qualifications: • From 2012 until his retirement in May 2022, served as a partner focusing on the natural resources industry at Latham & Watkins LLP, a large international law firm • From 2001 through 2012, served as a partner, and from 1993 through 2001, served as an associate, focusing on the natural resources industry, at Vinson & Elkins LLP, a large international law firm • From 1987 to 1990, served as an auditor, focusing on the natural resources industry, at Arthur Andersen LLP Other Public Company Boards: • Antero Midstream |
Class II Directors
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Class III Directors
Class III Directors
Class III Directors
| Age: 80 Director Since: 2013 Committee Memberships: Compensation Committee (chair), Nominating & Governance Committee, Conflicts Committee (chair) | Robert J. Clark | | | Key Skills, Attributes and Qualifications: • Founder and former Chairman of 3 Bear Energy, LLC, a midstream energy company with operations in the Delaware Basin in southeast New Mexico. The Company was sold to a subsidiary of Delek Logistics Partners, LP in April 2022. Mr. Clark is now an energy consultant. • Formed, operated and subsequently sold Bear Tracker Energy in 2013 (to Summit Midstream Partners, LP); a portion of Bear Cub Energy in 2007 (to Regency Energy Partners, L.P.), and the remaining portion in 2008 (to GeoPetro Resources Company); and Bear Paw Energy in 2001 (to ONEOK Partners, L.P., formerly Northern Border Partners, L.P.) • Member of both the Executive Committee and the Board of Directors of the Boys & Girls Club of Metro Denver and a member of the Board of Directors of Judi’s House, a Denver charity providing counseling for grieving children and adults who have lost a sibling or spouse Has significant experience with energy companies, with over 45 years of experience in the industry. Other Public Company Boards: • N/A |
Class III Directors
| Age: 75 Director Since: 2013 Committee Memberships: Nominating & Governance Committee (chair), Compensation Committee, Environmental, Social and Governance (ESG) Committee | Benjamin A. Hardesty (Lead Director) | | | Key Skills, Attributes and Qualifications: • Owner of Alta Energy LLC, a consulting business focused on oil, natural gas and energy infrastructure in the Appalachian Basin and onshore United States, since May 2010 • President of Dominion E&P, Inc., a subsidiary of Dominion Energy, Inc. (formerly Dominion Resources Inc.) engaged in the exploration and production of natural gas in North America, from September 2007 until retirement in May 2010. Joined Dominion in 1995 and served as president of Dominion Appalachian Development, Inc. until 2000 and general manager and vice president-Northeast Gas Basins until 2007 • Member of the Board of Directors of Blue Dot Energy Services, LLC from 2011 until its sale to B/E Aerospace, Inc. in 2013 • Member of the Board of Directors of KLX, Inc. from 2014 until its sale to The Boeing Company in 2018 • Member of the Board of Directors of KLX Energy Services Holdings, Inc. from 2018 until its merger with Quintana Energy Services in 2020 • From 1982 to 1995, served successively as vice president, executive vice president and president and Director of Stonewall Gas Company, and from 1978 to 1982, served as vice president, operations of Development Drilling Corp. • Served as an active duty officer in the U.S. Army Security Agency and as a reserve officer • Director emeritus and past president of the West Virginia Oil & Natural Gas Association and past president of the Independent Oil & Gas Association of West Virginia • Trustee and past chairman of the Nature Conservancy of West Virginia and a member of the Board of Directors and the Executive Committee of the West Virginia Chamber of Commerce • Serves as a member of the Advisory Committee for the Department of Petroleum and Natural Gas Engineering at West Virginia University • Member of the Board of Directors of the Gas & Oil Association of West Virginia Has significant experience in the oil and natural gas industry, including in Antero’s areas of operation, and received an Honorary Doctor of Petroleum Engineering from West Virginia University in 2024. Other Public Company Boards: • KLX Energy Services Holdings, Inc. (until August 2020); KLX Inc. (until October 2018) |
Class III Directors
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Class III Directors
| Age: 60 Director Since: 2019 Committee Memberships: Environmental, Social and Governance (ESG) Committee (chair), Audit Committee | Vasiliki (Vicky) Sutil | | | Key Skills, Attributes and Qualifications: • From July 2017 to January 2020, worked with SK E&P Company focusing on strategic planning • From 2014 to 2016, served as Vice President of Commercial Analysis for CRC Marketing, Inc. • From 2000 to 2014, worked with Occidental Petroleum Corporation in different capacities, including roles in corporate development, mergers and acquisitions and financial planning • Other experience includes ARCO Products Company and Mobil Oil Corporation working as a project engineer and business analyst in the refining and marketing divisions • Corporate Directorship Certified by the National Association of Corporate Directors (NACD) Has significant experience in the oil and gas industry, including a background in corporate development, commercial negotiations, corporate planning and project management. Other Public Company Boards: • Delek US Holdings, Inc.; Plains All American Pipeline, L.P. (until 2015); Plains GP Holdings, L.P. (until 2015) |
Class III Directors
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Corporate Governance Guidelines
| • | qualifications, independence, responsibilities, tenure, and compensation of directors; | | • | service on other boards; | | • | director resignation process; | | • | role of the Chairman of the Board and the Lead Director; | | • | meetings of the Board and of the independent directors; | | • | interaction between the Board and outside parties; | | • | annual performance reviews of the Board; | | • | director orientation and continuing education; | | • | attendance at meetings of the Board and the Annual Meeting; | | • | stockholder communications with directors; | | • | committee functions, committee charters, and independence; | | • | director access to independent advisors and management; and | | • | management evaluation and succession planning. |
Election of Lead Director
Election of Lead Director To facilitate candid discussion among Antero’s directors, the non-management directors meet regularly in executive sessions. The Corporate Governance Guidelines permit the Board, on the recommendation of the Nominating & Governance Committee, to choose a Lead Director to preside at these executive sessions. The Lead Directors responsibilities include:
Election of Lead Director
| BOARD LEADERSHIP • Presiding over the non-management executive session held at each Board meeting • Calling meetings of the independent directors, as needed • Conferring with the committee chairs and the Chairman, where appropriate, on agenda planning to ensure coverage of key strategic issues • Facilitating the Board’s ability to periodically review and provide input on and monitor management’s execution of the company’s long-term strategy • Serving as the independent directors’ representative in crisis situations • Acting as a key advisor to the CEO on a wide variety of company matters • Being authorized, in consultation with the Board, to retain independent advisors • Engaging directly with key members of the leadership team • Participating in Board-level enterprise risk management | BOARD CULTURE • Serving as liaison between the Chairman and the independent directors • Facilitating discussion among the independent directors on key issues and concerns • Facilitating Board discussions that demonstrate constructive questioning of management • Promoting teamwork and communication among the independent directors • Fostering an environment that allows for engagement and commitment of Board members BOARD MEETINGS • Presiding at all meetings or executive sessions of the Board at which the Chairman is not present PERFORMANCE AND DEVELOPMENT • Leading, in conjunction with the Compensation Committee, the annual performance assessment of the CEO • Facilitating the Board’s engagement with the CEO and CEO succession planning • Leading the Board’s annual self-assessment and recommendations for improvement, if any SHAREHOLDER ENGAGEMENT • Ensuring that he or she is available for direct engagement on matters related to Board governance and oversight, if requested by major shareholders • Ensuring appropriate board oversight of key stakeholder and investor engagement and disclosures |
Election of Lead Director
Mr. Hardesty has served in this role since 2019, chairing executive sessions of the non-management directors and establishing the agenda for these meetings. As the Lead Director, Mr. Hardesty joins the Chairman in providing leadership and guidance to the Board.
Election of Lead Director
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How Director Nominees are Selected
How Director Nominees are Selected
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS Our non-employee directors are entitled to receive compensation consisting of retainers, fees and equity awards as described below. The Compensation Committee reviews non-employee director compensation periodically and recommends changes, if appropriate, to the Board for approval. Our employee directors do not receive additional compensation for their services as directors. All compensation received from Antero as employees is disclosed in the Summary Compensation Table on page 52.
2024 Non-Employee Director Compensation
2024 Non-Employee Director Compensation The following table provides information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2024.
2024 Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Robert J. Clark | 132,500 | 214,946 | 347,446 | | Benjamin A. Hardesty | 170,000 | 214,946 | 384,946 | | W. Howard Keenan, Jr. | 115,000 | 214,946 | 329,946 | | Jacqueline C. Mutschler | 130,000 | 214,946 | 344,946 | | Brenda R. Schroer | 131,500 | 214,946 | 346,446 | | Vasiliki (Vicky) Sutil | 125,000 | 214,946 | 339,946 | | Thomas B. Tyree, Jr. | 122,500 | 214,946 | 337,446 | | Jeffrey S. Muñoz | 29,375 | $0 | 29,375 |
2024 Non-Employee Director Compensation
| (1) Includes annual cash retainer, committee fees, committee chair fees and meeting fees earned during fiscal 2024. | | (2) Amounts in this column reflect the aggregate grant date fair value of shares granted under the AR LTIP to each non-employee director during fiscal year 2024, computed in accordance with the rules of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 9 to our consolidated financial statements on Form 10-K for the year ended December 31, 2024, for additional detail regarding assumptions underlying the value of these equity awards. |
2024 Non-Employee Director Compensation
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Compensation Best Practices
| What We Do | | | | Use a representative and relevant peer group | | | Target reasonable compensation levels relative to peers with a focus on performance-based, at-risk components | | | Enforce robust minimum stock ownership guidelines | | | Evaluate the risk of our compensation programs | | | Include performance based long-term incentives | | | Use and review compensation tally sheets | | | Engage an independent compensation consultant | | | Maintain a clawback policy |
Compensation Best Practices
| What We Don’t Do | | | | No tax gross ups for executive officers | | | No excessive perquisites | | | No severance plans or agreements for Named Executive Officers | | | No guaranteed bonuses for Named Executive Officers | | | No management contracts | | | No granting stock options with an exercise price less than the fair market value of the Company’s common stock on the date of grant outside of transactional context (e.g., substitution of pre-existing target company awards for Company awards in an acquisition) | | | No reduction of the exercise price of an outstanding stock option without stockholder approval outside of transactional context (e.g., substitution of pre-existing target company awards for Company awards in an acquisition) | | | No hedging or pledging of Company stock | | | No separate benefit plans for Named Executive Officers |
Role of the Antero Midstream Compensation Committee and Allocation of Compensation Expenses
Role of the Antero Midstream Compensation Committee and Allocation of Compensation Expenses Our Named Executive Officers provide services to us and to Antero Midstream. In 2024, the Compensation Committee and the Antero Midstream Compensation Committee (the “AM Compensation Committee”) each separately discussed its Named Executive Officers’ aggregate total cash compensation and then approved an aggregate total 2024 base salary and 2024 target bonus for services our Named Executive Officers provide to both Antero and Antero Midstream. Cash compensation included base salary and annual cash incentives in 2024. We pay all elements of cash compensation to, and provide all benefits for, our Named Executive Officers. Antero Midstream reimburses us for a portion of base salaries paid to our Named Executive Officers based on the percentage of all non-compensation general and administrative expenses attributable to each company and calculated quarterly on gross property and equipment, capital expenditure and labor costs, the last of which is calculated based on an estimate of how much time our employees spend providing services to Antero Midstream, in the aggregate, during each quarter (the “Reimbursement Percentage”). Antero Midstream reimbursed us for a portion of our Named Executive Officer’s base salary that equaled 26.5% in 2024 (the “2024 NEO AM Reimbursement Percentage”). The Compensation Committee and the AM Compensation Committee established its own performance metrics for its annual cash incentive program, and Antero Midstream reimbursed us for all amounts paid pursuant to Antero Midstream’s annual cash incentive program. Antero Midstream reimburses us for the portion of the cost of all health and welfare benefits, employer 401(k) contributions, and the limited perquisites we provide to our Named Executive Officers that are attributable to services provided to Antero Midstream. This amount is calculated as the product of the total cost of such benefits and the 2024 NEO AM Reimbursement Percentage. The Compensation Committee established the value of the long-term incentive awards that we granted to our Named Executive Officers at a level compared to similarly situated executives in the peer group, reviewing the Company’s performance and
Competitive Peer Analysis
Competitive Peer Analysis When assessing the soundness of our compensation programs, the Compensation Committee compares the pay practices for our Named Executive Officers against the pay practices of other companies. This process recognizes our philosophy that our compensation practices should be competitive, though marketplace information is only one of the many factors we consider. Messrs. Rady and Kennedy and the Compensation Committee used market compensation data provided by NFPCC to assess the total compensation levels of our Named Executive Officers relative to market when setting compensation levels for 2024. Market data is developed by comparing each executive officer’s compensation with that of similarly situated officers of companies in our Peer Group (described below) and of oil and gas companies in general. In determining whether an officer is similarly situated, we consider the specific responsibilities assumed by our executives and executives at other organizations, and give greater weight to Peer Group data if a position appears comparable to the position of one of our Named Executive Officers. Otherwise, we supplement Peer Group data with industry data from the 2024 Oil and Gas E&P Industry Compensation Survey prepared by Effective Compensation, Incorporated.
Peer Group
Peer Group NFPCC recommended and, after evaluation and discussion the Compensation Committee, approved a peer group for use in determining compensation for 2024 of onshore publicly traded oil and gas companies that are reasonably similar to us in terms of size and operations. We believe these companies are properly aligned across financial metrics such as revenue, market capitalization, and enterprise value, complexity and geography of operations. The 2024 peer group is unchanged from 2023 except that Continental Resources, Inc. was removed because it was taken private. We refer to the following nine companies as the “Peer Group”:
2024 APPROVED PEER GROUP
2024 APPROVED PEER GROUP
2024 APPROVED PEER GROUP
| Company | Ticker | | APA Corp. | APA | | Coterra Energy Inc. | CTRA | | Devon Energy Corporation | DVN | | Diamondback Energy Inc. | FANG | | EQT Corporation | EQT | | Marathon Oil Corporation(1) | MRO | | Ovintiv Inc. | OVV | | Range Resources Corporation | RRC | | Southwestern Energy Company(1) | SWN |
2024 APPROVED PEER GROUP
| (1) Marathon Oil Corporation and Southwestern Energy Company were acquired by other entities in November 2024 and October 2024 respectively, several months after the filing of their annual reports on Form 10-K for the year ended December 31, 2023. Compensation data from such reports (along with the same data from other members of the Peer Group) was considered by the Compensation Committee when making compensation decisions in early 2024. |
2024 APPROVED PEER GROUP
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Elements of Direct Compensation
| Pay Component | Form of Pay | How Amount is Determined | Objective | | Base salary | Cash | Market-competitive amount that reflects the executive’s relative skills, responsibilities, experience and contributions | Provide a minimum, fixed level of cash compensation | | Annual incentive awards | Cash | Operational strategy execution, Net Debt/EBITDAX, Total Net Debt, Cash Costs, and ESG | Encourage short-term financial and operational performance that is aligned with our business strategy and will lead to long-term stockholder value | | Long-term incentive awards | Performance share units | Three-year absolute total stockholder return Three-year Net Debt to EBITDAX multiple | Encourage performance that delivers value to, and direct alignment with, stockholders through stock price appreciation Encourage minimizing debt relative to cash flow | | | Restricted stock units | 33% vests on each of the first three anniversaries of grant | Provide an additional retention mechanism |
Elements of Direct Compensation
With respect to the compensation attributable to services provided to us by our Named Executive Officers, the components of our Named Executive Officers’ compensation for 2024, calculated based on amounts reported for 2024 in the Summary Compensation Table below, except that target annual incentive levels are used rather than actual 2024 annual incentive award levels, were distributed as follows:
Annual Cash Incentive Awards
Annual Cash Incentive Awards
Purpose and Operation
| Executive Officer | Target Bonus (as a % of base salary) | | Paul M. Rady | 130% | | Michael N. Kennedy | 100% | | Yvette K. Schultz | 85% |
2024 Performance Metrics
2024 Performance Metrics The maximum payout opportunity under the annual incentive program is 200% of the Named Executive Officer’s target bonus. In April 2024, the Compensation Committee approved an annual incentive plan for the 2024 fiscal year. The 2024 annual incentive plan mirrors the 2023 annual incentive plan which has a significant focus on operational performance and debt reduction. This structure is intended to provide payout levels that are consistent with our stockholders’ investment objectives, while remaining competitive with companies with which we compete for executive talent. In April of 2024 the Compensation Committee selected the following metrics, weightings and performance levels for the 2024 annual cash incentive program.
2024 Performance Metrics
| Selected Metrics | Weighting | Threshold Performance (50%) | Target Performance (100%) | Maximum (200%) | Performance Score (% of Target) | Weighted Score | | Operational Strategy Execution Meeting Budgeted D&C Capital | | | | | 200% | 50.0% | | Meeting Budgeted Production Volumes (MMcfe/d) | | | | | 200% | 50.0% | | Net Debt/EBITDAX | | | | | 161.1% | 20.1% | | Total Net Debt | | | | | 200% | 25.0% | | Cash Costs | | | | | 118.1% | 11.8% | | ESG | | Qualitative Assessment | | | 200% | 30.0% | | | | | | | Total | 186.9% |
2024 Performance Metrics
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2024 Performance Metrics
| Metric | Definition | Rationale | | D&C Capital | Drilling and Completion (“D&C”) capital represents the accrued drilling and completion capital for 2024, as presented in the 4th quarter of 2024, the full year earnings press release furnished as exhibit 99.1 to the Form 8-K filed with the SEC on February 12, 2025, and our Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 12, 2025. | Managing capital motivates our Named Executive Officers to operate within acceptable budgetary guidelines. | | Production Volumes | Average net production volumes on an equivalent basis (MMcfe/d), as presented in the full year earnings press release furnished as exhibit 99.1 to the Form 8-K filed with the SEC on February 12, 2025 and our Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 12, 2025. Assumes no adjustments related to royalty adjustments for uneconomic natural gas liquids (“NGLs”). | Production volumes are critical to our profitability. Measuring these volumes motivates our Named Executive Officers to grow our business responsibly. | | Net Debt/EBITDAX | Year-end 2024 Net Debt, calculated as total long-term debt less cash and cash equivalents, divided by 2024 full-year Adjusted EBITDAX, which is a non-GAAP financial measure that we define as net income (loss), including noncontrolling interest, adjusted for certain items including (i) unrealized commodity derivative gains; (ii) payments for derivative monetizations; (iii) amortization of deferred revenue, VPP; (iv) (gain) loss on sale of assets; (v) interest expense, net; (vi) loss on early extinguishment of debt; (vii) loss on convertible note inducements; (viii) income tax expense; (ix) depletion, depreciation, amortization and accretion; (x) impairment of property and equipment; (xi) exploration expense; (xii) equity-based compensation expense; (xiii) equity in earnings of unconsolidated affiliate; (xiv) dividends from unconsolidated affiliate; (xv) contract termination, loss contingency, transaction expense and other; and (xvi) Martica related adjustments, each as presented in the full year earnings press release furnished as exhibit 99.1 to the Form 8-K filed with the SEC on February 12, 2025. | Managing the balance sheet leverage is essential for growing our business efficiently. Net Debt/EBITDAX is a key debt coverage ratio that our Compensation Committee believes motivates management to minimize debt relative to cash flow. | | Total Net Debt | Year-end total net debt calculated as total long-term debt less cash and cash equivalents, as presented in the full year earnings press release furnished as exhibit 99.1 to the Form 8-K filed with the SEC on February 12, 2025. | Managing absolute levels of total debt incentivizes management to protect the balance sheet through cyclical commodity price environments that could result in material changes in the cash flow of the business. | | Cash Costs | Includes lease operating expense, gathering, compression, processing, transportation, production and ad valorem taxes, net marketing expense and general and administrative costs (excluding equity-based compensation). | Controlling cash costs motivates our Named Executive Officers to operate in a disciplined and efficient manner. | | ESG | The Compensation Committee of our Board considered ESG matters in this assessment, which included non-financial performance related to our safety record, reductions in greenhouse gas emissions, and the safety of our work environment and strong environmental record. | These functions are critical to the success of the business and the execution of our overall strategy. Our people are motivated to work in a safe environment that shows progress toward sustainability. |
2024 Performance Metrics
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2024 Annual Incentive Program Payouts
2024 Annual Incentive Program Payouts As described above, performance associated with the Annual Incentive Plan resulted in an overall achievement level of 186.9% of target. Upon discussion related to discretionary adjustments, it was unanimously agreed that considering the Company’s financial, operational, and stock performance in 2024, no adjustments to the resulting payout should be made. When determining the performance score for the ESG metric the Compensation Committee considered the Company’s internal ESG scorecard which highlighted specific achievements in the areas of environmental performance, including the following:
2024 Annual Incentive Program Payouts
| • | Received zero environmental or regulatory notices of violations (“NOVs”) in 2024 that resulted in civil fines or penalties; | | • | Successfully launched the Serious Injury and Fatality (“SIF”) prevention program to reduce exposure to the highest risk activities; and | | • | Initiated the Ghana LPG cookstove project that will generate carbon offsets needed to achieve our Net Zero Scope 1 emissions goal. |
2024 Annual Incentive Program Payouts
The 2024 annual cash bonus amounts reported below reflect the annual cash bonus paid to each Named Executive Officer for services provided to the Company.
2024 Annual Incentive Program Payouts
| Executive Officer | Final Percentage of 2024 Target Bonus to be Paid for 2024 Performance | 2024 Annual Cash Bonus Payments(1) | | Paul M. Rady | 186.9% | $2,656,488 | | Michael N. Kennedy | 186.9% | $1,037,390 | | Yvette K. Schultz | 186.9% | $634,649 |
2024 Annual Incentive Program Payouts
| (1) The amounts in this column are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, below. |
Long-Term Incentive Awards
Long-Term Incentive Awards
Annual Long-Term Incentive Awards Granted in 2024
Annual Long-Term Incentive Awards Granted in 2024 Each of the Named Executive Officers received a grant comprised 50% of restricted stock units and 50% of performance share units in March of 2024 pursuant to the AR LTIP. The Compensation Committee grants RSUs as a retention tool and in order to align the interests of our Named Executive Officers with the interests of our stockholders and grants PSUs to incent management to make sound capital investment decisions that align with shareholder value creation. The restricted stock units, or “RSUs,” granted to the Named Executive Officers in 2024 vest ratably on the first three anniversaries of the date of grant, subject to continued service. One-half of the performance share units, or “PSUs,” granted to our Named Executive Officers in 2024 will vest based on absolute total stockholder return, or “TSR,” while the other half will vest based on our Net Debt to EBITDAX multiple. The Compensation Committee selected absolute TSR because it provides a rigorous framework that rewards the Named Executive Officers for improving absolute stock price, and because it directly aligns the incentive for our Named Executive Officers to our investors’ experience. The Compensation Committee selected Net Debt to EBITDAX multiple because managing balance sheet leverage is essential for growing our business efficiently and this metric is a key debt coverage measurement that the Compensation Committee believes will motivate management to minimize debt relative to cash flow.
Annual Long-Term Incentive Awards Granted in 2024
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Absolute TSR PSUs
Absolute TSR PSUs The absolute TSR PSUs granted in March of 2024 have four performance periods. One quarter of the target amount of PSUs may be earned based on performance for each of the following performance periods: March 7, 2024 to March 7, 2025; March 7, 2025 through March 7, 2026; March 7, 2027 to March 7, 2028; and March 7, 2024 to March 7, 2027. The payouts for the absolute March TSR PSUs are determined as follows:
Absolute TSR PSUs
| Performance Level | Absolute TSR | Percentage of Eligible Target Amount Earned for Each Performance Period % | Percentage of Target PSUs Earned for Each Performance Period | | Floor | 0 | 0% | 0% | | Target | 10% | 100% | 25% | | Maximum | 20% | 200% | 50% |
Absolute TSR PSUs
“Absolute TSR” for purposes of these PSUs is measured by reference to the Company’s 20-day average volume-weighted closing price per share of stock for the first twenty trading days of the applicable performance period and the Company’s 20-day average volume-weighted closing price per share of stock for the last twenty trading days of the applicable performance period. If the Company’s absolute TSR falls between the floor and target amounts or the target and maximum amounts, then the percentage of the target amount of PSUs that are earned for the relevant performance period will be determined using linear interpolation between the relevant performance levels.
Net Debt to EBITDAX PSUs
Net Debt to EBITDAX PSUs The Net Debt to EBITDAX multiple PSUs granted in March of 2024 have three performance periods. One third of the target amount of PSUs may be earned based on performance during each of the following performance periods: January 1, 2024 to December 31, 2024; January 1, 2025 through December 31, 2025; and January 1, 2026 to December 31, 2026. The payouts for the Net Debt to EBITDAX PSUs are determined as follows:
Net Debt to EBITDAX PSUs
| Level | Net Debt to EBITDAX Multiple | Percentage of Eligible Target Amount Earned for Each Performance Period* | Percentage of Target Amount of PSUs Earned For Each Performance Period* | | Floor | >2.5x | 0% | 0% | | Target | 2.0x | 100% | 33.33% | | Maximum | 1.5x | 200% | 66.66% |
Net Debt to EBITDAX PSUs
For definitions regarding “Net Debt” and “EBITDAX” as used in the 2024 Net Debt to EBITDAX multiple PSUs, please see “Annual Cash Incentive Awards – 2024 Performance Metrics” above. If the Company’s Net Debt to EBITDAX multiple falls between the floor and target amounts or the target and maximum amounts, then the percentage of the target amount of PSUs that are earned for the relevant performance period will be determined using linear interpolation between the relevant performance levels.
Net Debt to EBITDAX PSUs
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Target Value of Long-Term Incentive Awards
Target Value of Long-Term Incentive Awards The table below shows the values approved by the Compensation Committee for the annual long-term incentive awards granted to our Named Executive Officers in 2024. These values were established by the Compensation Committee after referencing the long-term incentive awards of the Peer Group. These values served only as reference points. We consider individual performance, the nature and responsibility of the Named Executive Officer’s position, the impact, contribution and expertise of the Named Executive Officer, and the importance of retaining the individual along with the competitiveness of the market for the Named Executive Officer’s talents and services.
Target Value of Long-Term Incentive Awards
| Executive Officer | 2024 Target Long-Term Incentive Value(1) | | Paul M. Rady | $10,000,000 | | Michael N. Kennedy | $4,300,000 | | Yvette K. Schultz | $2,625,000 |
Target Value of Long-Term Incentive Awards
| (1) The amounts set forth in this column differ from the amounts set forth under the “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal Year 2024” below, as these amounts were set by the Compensation Committee and then divided by the closing price on the applicable date of grant to determine the number of restricted stock units and target performance share units to be granted. The amounts set forth under “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal Year 2024” below reflect the grant date fair value of the number of restricted stock units and target performance share units granted, as computed in accordance with FASB ASC Topic 718, resulting in a slightly higher value attributable to the grants under those tables. |
Target Value of Long-Term Incentive Awards
The number of performance share units and restricted stock units granted to our Named Executive Officers in 2024 are described more fully under “Grants of Plan-Based Awards for Fiscal Year 2024” below.
2021 Absolute TSR Awards and 2022 Net Debt to EBITDAX PSU Awards Performance Certification
2021 Absolute TSR Awards and 2022 Net Debt to EBITDAX PSU Awards Performance Certification The performance period for the PSUs granted in 2021 that vest based on absolute TSR ended in April of 2024, with such awards vesting at 150% cumulatively for all four performance periods. The performance period for the PSUs granted in 2022 that vest based on Net Debt to EBITDAX ended on December 31, 2024, with such awards vesting at 193.51% cumulatively for all four performance periods.
Annual Cash Incentive Awards
Annual Cash Incentive Awards In April 2025, the Compensation Committee approved an annual incentive plan for the 2025 fiscal year. The 2025 annual incentive plan structure mirrors the 2024 annual incentive plan. We believe this structure motivates our Named Executive Officers to accomplish specific objectives that are important to our success and sustainable growth.
Long-Term Incentive Awards
Long-Term Incentive Awards Consistent with 2024, the Compensation Committee granted 50% performance-based long-term equity awards and 50% time-based equity awards to our Named Executive Officers in March 2025. These awards are subject to the terms and provisions of the 2020 AR LTIP and the award agreements pursuant to which they were granted.
Long-Term Incentive Awards
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No Employment, Severance or Change-in-Control Agreements
No Employment, Severance or Change-in-Control Agreements We do not maintain any employment, severance or change-in-control agreements with any of our Named Executive Officers. As discussed below under “Potential Payments Upon a Termination or a Change in Control,” our Named Executive Officers would be entitled to receive accelerated vesting of their performance share units, restricted stock units and cash retention awards (if applicable) that remain unvested upon their termination of employment with us under certain circumstances or upon the occurrence of certain corporate events.
Risk Assessment
| • | The Compensation Committee believes our overall compensation program provides a reasonable balance between short- and long-term objectives, which helps mitigate the risk of excessive risk-taking in the short-term. | | • | The metrics that determine ultimate value awarded under our incentive compensation programs are associated with total Company value. We do not believe these metrics create pressure to meet specific financial or individual performance goals. | | • | The mix of time- and performance-based equity awards and multi-year vesting of our equity awards discourages excessive risk-taking and undue focus on short-term gains that may not be sustainable. |
Equity Award Grant Timing
Equity Award Grant Timing The Compensation Committee does not grant long term incentive awards in anticipation of the release if material non-public information likely to result in changes to the price of our stock. Vested shares are automatically granted on specified dates on a quarterly basis to the non-employee members of our Board. Grants of restricted stock units and performance share units to our executive officers typically occur in the first week of March. These grants are generally made effective on the date of approval. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of such awards. The Compensation Committee has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During 2024, the Company did not grant stock options or stock appreciation rights (or similar awards).
2024 Summary Compensation Table
2024 Summary Compensation Table The following table summarizes, with respect to our Named Executive Officers, information relating to the compensation earned for services rendered to the Company during the fiscal years ended December 31, 2024, 2023, and 2022.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Paul M. Rady (Chairman of the Board of Directors, Chief Executive Officer and President) | 2024 | 1,093,092 | — | 10,395,386 | 2,656,488 | 15,215 | 14,160,181 | | | 2023 | 1,065,350 | — | 10,770,416 | 1,661,946 | 14,751 | 13,512,463 | | | 2022 | 942,500 | 564,840 | 21,853,164 | 1,273,035 | 8,282 | 24,641,821 | | Michael N. Kennedy (Chief Financial Officer, and Sr. Vice President— Finance) | 2024 | 554,925 | — | 4,469,982 | 1,037,390 | 27,555 | 6,089,852 | | | 2023 | 540,870 | 266,667 | 4,631,209 | 649,044 | 26,656 | 6,114,446 | | | 2022 | 478,500 | 487,255 | 7,476,082 | 497,162 | 20,207 | 8,959,206 | | Yvette K. Schultz (Chief Compliance Officer, Sr. Vice President— Legal, General Counsel and Corporate Secretary) | 2024 | 399,399 | — | 2,728,782 | 634,649 | 27,555 | 3,790,385 | | | 2023 | 389,263 | — | 2,827,203 | 397,048 | 30,731 | 3,644,245 | | | 2022 | 344,375 | 134,943 | 5,750,785 | 304,135 | 8,410 | 6,542,648 |
2024 Summary Compensation Table
| (1) The amounts in this column represent the grant date fair value of restricted stock units and performance share units granted to the Named Executive Officers in 2024 pursuant to the AR LTIP, each as computed in accordance with FASB ASC Topic 718. See Note 9 to our consolidated financial statements on Form 10-K for the year ended December 31, 2024, for additional detail regarding assumptions underlying the value of these equity awards. If the maximum level of performance for the annual Net Debt to EBITDAX PSUs granted in March 2024 was achieved, then the value of such award granted to Messrs. Rady and Kennedy and Ms. Schultz would be $4,927,398, $2,118,771, and $1,293,442, respectively. | | (2) The amounts in this column represent the annual incentive plan payments. | | (3) The amounts in this column represent the Company’s 401(k) match for fiscal year 2024 for each participating Named Executive Officer. Additionally, for Mr. Kennedy and Ms. Schultz, this amount includes $12,341, which is an amount paid by the Company for the cost of financial services provided to each of Mr. Kennedy and Ms. Schultz by Ayco Financial Planning and Consulting during 2024. |
2024 Summary Compensation Table
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Grants of Plan-Based Awards for Fiscal Year 2024
Grants of Plan-Based Awards for Fiscal Year 2024 The table below sets forth the awards granted to our Named Executive Officers during 2024, including awards under the 2024 annual cash incentive plan and the performance share units and restricted stock units granted under the AR LTIP.
Grants of Plan-Based Awards for Fiscal Year 2024
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#)(3) | Awards ($)(4) | | Paul M. Rady | | 710,510 | 1,421,020 | 2,842,039 | | | | | | | Absolute TSR PSUs(5) | 3/7/24 | | | | — | 93,040 | 186,080 | | 3,004,262 | | Net Debt to EBITDAX PSUs(6) | 3/7/24 | | | | — | 93,040 | 186,080 | | 2,463,699 | | RSUs(7) | 3/7/24 | | | | | | | 186,081 | 4,927,425 | | Michael N. Kennedy | | 277,463 | 554,925 | 1,109,850 | | | | | | | Absolute TSR PSUs(5) | 3/7/24 | | | | — | 40,007 | 80,014 | | 1,291,826 | | Net Debt to EBITDAX PSUs(6) | 3/7/24 | | | | — | 40,007 | 80,014 | | 1,059,385 | | RSUs(7) | 3/7/24 | | | | | | | 80,014 | 2,118,771 | | Yvette K. Schultz | | 169,745 | 339,489 | 678,978 | | | | | | | Absolute TSR PSUs(5) | 3/7/24 | | | | — | 24,423 | 48,846 | | 788,619 | | Net Debt to EBITDAX PSUs(6) | 3/7/24 | | | | — | 24,423 | 48,846 | | 646,721 | | RSUs(7) | 3/7/24 | | | | | | | 48,846 | 1,293,442 |
Grants of Plan-Based Awards for Fiscal Year 2024
| (1) These columns represent the threshold, target and maximum amount that may be earned under our 2024 annual cash incentive plan. | | (2) These columns reflect the threshold, target and maximum number of shares that may be earned under performance share units granted to each of Messrs. Rady and Kennedy and Ms. Schultz on March 7, 2024. | | (3) This column reflects the number of restricted stock units granted to each of Messrs. Rady and Kennedy and Ms. Schultz on March 7, 2024. | | (4) The amounts in this column represent the grant date fair value of restricted stock units and performance share units granted to the Named Executive Officers pursuant to the AR LTIP, as computed in accordance with FASB ASC Topic 718. See Note 9 to our consolidated financial statements on Form 10-K for the year ended December 31, 2024, for additional detail regarding assumptions underlying the value of these equity awards. | | (5) One quarter of the absolute TSR PSUs granted on March 7, 2024 are earned (or not) based upon our TSR performance for each of four performance periods: (i) from March 7, 2024 to March 7, 2025, (ii) from March 7, 2025 to March 7, 2026, (iii) from March 7, 2026 to March 7, 2027, and (iv) from March 7, 2024 to March 7, 2027. The Named Executive Officers are each eligible to receive up to 200% of one quarter of the target amount of TSR PSUs awarded, as determined at the end of each applicable performance period (subject to continued service through the fourth and final performance period). There is no performance threshold applicable to the absolute TSR PSUs, but if TSR performance falls between zero and target performance (10% absolute TSR) or between target and maximum performance (20% absolute TSR), then the number of absolute TSR PSUs that will become vested and earned will be determined using linear interpolation between the relevant performance levels. | | (6) One third of the Net Debt to EBITDAX PSUs granted on March 7, 2024 are earned (or not) based upon our Net Debt to EBITDAX multiple for each of three performance periods: (i) from January 1, 2024 to December 31, 2024, (ii) from January 1, 2025 to December 31, 2025, and (iii) from January 1, 2026 to December 31, 2026. The Named Executive Officers are each eligible to receive up to 200% of one third of the target amount of Net Debt to EBTIDAX PSUs awarded, as determined at the end of each applicable performance period. There is no performance threshold applicable to the Net Debt to EBITDAX PSUs, but if the Net Debt to EBITDAX multiple falls between 2.5x (or higher) and target performance (2.0x) or between target and maximum performance (1.5x), then the number of Net Debt to EBITDAX PSUs that will become vested and earned will be determined using linear interpolation between the relevant performance levels. | | (7) The restricted stock units granted to the Named Executive Officers on March 7, 2024 are subject to ratable vesting on the first three anniversaries of March 7, 2024, in each case, subject to such Named Executive Officer’s continued employment through such date. |
Grants of Plan-Based Awards for Fiscal Year 2024
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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The following is a discussion of material factors necessary to an understanding of the information disclosed in the Summary Compensation Table and the Grants of Plan-Based Awards for Fiscal Year 2024 table.
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information concerning equity awards granted by the Company to our Named Executive Officers that had not vested as of December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Unexercisable (#) | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Units That Have Not Vested (#) | Market Value of Units That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Paul M. Rady | | | | | | | | | | Restricted Stock Units(3) | | | | | 804,185 | 28,186,687 | | | | Performance Share Units(4) | | | | | | | 481,935 | 16,891,822 | | Stock Options | — | 100,000 | 50.00 | 4/15/25 | | | | | | Michael N. Kennedy | | | | | | | | | | Restricted Stock Units(3) | | | | | 311,327 | 10,912,025 | | | | Performance Share Units(4) | | | | | | | 195,991 | 6,869,485 | | Stock Options | — | 25,000 | 50.00 | 4/15/25 | | | | | | Yvette K. Schultz | | | | | | | | | | Restricted Stock Units(3) | | | | | 202,317 | 7,091,225 | | | | Performance Share Units(4) | | | | | | | 126,591 | 4,437,015 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) The amounts reflected in this column represent the market value of our common stock underlying (i) the unvested restricted stock units and (ii) the performance share units for which performance has been achieved but which require continued service, in each case, held by the Named Executive Officers, computed based on the closing price of our common stock on December 31, 2024, which was $35.05 per share. | | (2) The amounts reflected in this column represent the market value of our common stock underlying the performance share units reported in the preceding column, computed based on the closing price of our common stock on December 31, 2024, which was $35.05 per share. |
Outstanding Equity Awards at 2024 Fiscal Year-End
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Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) The amounts in this row represent unvested restricted stock units and unvested performance share units for which the applicable performance goals have been achieved held by each Named Executive Officer that vest on the applicable remaining vesting dates as follows, subject to the Named Executive Officer’s continued employment: |
Outstanding Equity Awards at 2024 Fiscal Year-End
| Name | Award | Number Unvested on 12/31/2024 | Vesting Schedule | Remaining Vesting Dates | | Paul M. Rady | 2021 RSU | 59,086 | Ratable | April 15, 2025 | | | 2022 (April) RSU | 44,880 | Ratable | April 15, 2025 | | | 2022 (October) RSU | 47,620 | Ratable | October 15, 2025 | | | 2023 RSU | 128,404 | Ratable | March 7, 2025 and March 7, 2026 | | | 2024 RSU | 186,081 | Ratable | March 7, 2025, March 7, 2026 and March 7, 2027 | | | 2022 (April) Absolute TSR PSU | 33,660 | Vest in full | April 15, 2025 | | | 2022 (October) Net Debt to EBITDAX PSU | 90,600 | Vest in full | December 31, 2025 | | | 2022 (October) Absolute TSR PSU | 35,714 | Vest in full | December 31, 2025 | | | 2023 Net Debt to EBITDAX PSU | 122,153 | Vest in full | December 31, 2025 | | | 2023 Absolute TSR PSU | 0 | Vest in full | March 7, 2026 | | | 2024 Net Debt to EBITDAX PSU | 55,987 | Vest in full | December 31, 2026 | | Michael N. Kennedy | 2021 RSU | 13,131 | Ratable | April 15, 2025 | | | 2022 (April) RSU | 15,354 | Ratable | April 15, 2025 | | | 2022 (October) RSU | 16,291 | Ratable | October 15, 2025 | | | 2023 RSU | 55,213 | Ratable | March 7, 2025 and March 7, 2026 | | | 2024 RSU | 80,014 | Ratable | March 7, 2025, March 7, 2026 and March 7, 2027 | | | 2022 (April) Absolute TSR PSU | 11,516 | Vest in full | April 15, 2025 | | | 2022 (October) Net Debt to EBITDAX PSU | 30,994 | Vest in full | December 31, 2025 | | | 2022 (October) Absolute TSR PSU | 12,218 | Vest in full | December 31, 2025 | | | 2023 Net Debt to EBITDAX PSU | 52,524 | Vest in full | December 31, 2025 | | | 2023 Absolute TSR PSU | 0 | Vest in full | March 7, 2026 | | | 2024 Net Debt to EBITDAX PSU | 24,073 | Vest in full | December 31, 2026 | | Yvette K. Schultz | 2021 RSU | 6,565 | Ratable | April 15, 2025 | | | 2022 (April) RSU | 11,811 | Ratable | April 15, 2025 | | | 2022 (October) RSU | 12,532 | Ratable | October 15, 2025 | | | 2023 RSU | 33,706 | Ratable | March 7, 2025 and March 7, 2026 | | | 2024 RSU | 48,846 | Ratable | March 7, 2025, March 7, 2026 and March 7, 2027 | | | 2022 (April) Absolute TSR PSU | 8,858 | Vest in full | April 15, 2025 | | | 2022 (October) Net Debt to EBITDAX PSU | 23,842 | Vest in full | December 31, 2025 | | | 2022 (October) Absolute TSR PSU | 9,398 | Vest in full | December 31, 2025 | | | 2023 Net Debt to EBITDAX PSU | 32,063 | Vest in full | December 31, 2025 | | | 2023 Absolute TSR PSU | 0 | Vest in full | March 7, 2026 | | | 2024 Net Debt to EBITDAX PSU | 14,696 | Vest in full | December 31, 2026 |
Outstanding Equity Awards at 2024 Fiscal Year-End
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Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) This row includes outstanding performance share units as set forth below. The amounts included in the below table reflect (A) target performance for all performance share units for which the applicable performance periods had not yet begun as of December 31, 2024 because no such performance share units have a threshold and (B) reflect one tier above actual performance as of December 31, 2024 for all performance share units for which the applicable performance periods had begun as of December 31, 2024 but were not yet completed as of such date. Performance share units for which the applicable performance period was completed as of December 31, 2024 but which require each Named Executive Officer’s continued employment through a later date are reported in the “Number of Units That Have Not Vested” column and described in Footnote 3 to this table. The actual number of shares earned pursuant to performance share units may vary substantially from the amounts set forth above based on actual performance through the end of the applicable performance period. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| Name | Award | Number of Unvested PSUs on 12/31/2024 | Reported Performance Level | Applicable Performance Period and Performance Period End Date | | Paul M. Rady | 2022 (April) Absolute TSR PSU | 33,658 | Maximum | One-year performance period ending April 15, 2025 | | | 2022 (April) Absolute TSR PSU | 16,829 | Target | Three-year performance period ending April 15, 2025 | | | 2022 (October) Absolute TSR PSU | 35,714 | Maximum | One-year performance period ending December 31, 2025 | | | 2022 (October) Absolute TSR PSU | 17,858 | Target | Three-year performance period ending December 31, 2025 | | | 2022 (October) Net Debt to EBITDAX PSU | 23,810 | Target | One-year performance period ending December 31, 2025 | | | 2023 Net Debt to EBITDAX PSU | 32,100 | Target | One-year performance period ending December 31, 2025 | | | 2023 Absolute TSR PSU | 48,152 | Maximum | One-year performance period ending March 7, 2025 | | | 2023 Absolute TSR PSU | 24,075 | Target | One-year performance period ending March 7, 2026 | | | 2023 Absolute TSR PSU | 48,152 | Maximum | Three-year performance period ending March 7, 2026 | | | 2024 Net Debt to EBITDAX PSU | 31,013 | Target | One-year performance period ending December 31, 2025 | | | 2024 Net Debt to EBITDAX PSU | 31,014 | Target | One-year performance period ending December 31, 2026 | | | 2024 Absolute TSR PSU | 46,520 | Maximum | One-year performance period ending March 7, 2025 | | | 2024 Absolute TSR PSU | 23,260 | Target | One-year performance period ending March 7, 2026 | | | 2024 Absolute TSR PSU | 23,260 | Target | One-year performance period ending March 7, 2027 | | | 2024 Absolute TSR PSU | 46,520 | Maximum | Three-year performance period ending March 7, 2027 |
Outstanding Equity Awards at 2024 Fiscal Year-End
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Outstanding Equity Awards at 2024 Fiscal Year-End
| Name | Award | Number of Unvested PSUs on 12/31/2024 | Reported Performance Level | Applicable Performance Period and Performance Period End Date | | Michael N. Kennedy | 2022 (April) Absolute TSR PSU | 11,514 | Maximum | One-year performance period ending April 15, 2025 | | | 2022 (April) Absolute TSR PSU | 5,757 | Target | Three-year performance period ending April 15, 2025 | | | 2022 (October) Absolute TSR PSU | 12,218 | Maximum | One-year performance period ending December 31, 2025 | | | 2022 (October) Absolute TSR PSU | 6,109 | Target | Three-year performance period ending December 31, 2025 | | | 2022 (October) Net Debt to EBITDAX PSU | 8,146 | Target | One-year performance period ending December 31, 2025 | | | 2023 Net Debt to EBITDAX PSU | 13,803 | Target | One-year performance period ending December 31, 2025 | | | 2023 Absolute TSR PSU | 20,704 | Maximum | One-year performance period ending March 7, 2025 | | | 2023 Absolute TSR PSU | 10,352 | Target | One-year performance period ending March 7, 2026 | | | 2023 Absolute TSR PSU | 20,706 | Maximum | Three-year performance period ending March 7, 2026 | | | 2024 Net Debt to EBITDAX PSU | 13,336 | Target | One-year performance period ending December 31, 2025 | | | 2024 Net Debt to EBITDAX PSU | 13,336 | Target | One-year performance period ending December 31, 2026 | | | 2024 Absolute TSR PSU | 20,002 | Maximum | One-year performance period ending March 7, 2025 | | | 2024 Absolute TSR PSU | 10,002 | Target | One-year performance period ending March 7, 2026 | | | 2024 Absolute TSR PSU | 10,002 | Target | One-year performance period ending March 7, 2027 | | | 2024 Absolute TSR PSU | 20,004 | Maximum | Three-year performance period ending March 7, 2027 |
Outstanding Equity Awards at 2024 Fiscal Year-End
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Outstanding Equity Awards at 2024 Fiscal Year-End
| Name | Award | Number of Unvested PSUs on 12/31/2024 | Reported Performance Level | Applicable Performance Period and Performance Period End Date | | Yvette K. Schultz | 2022 (April) Absolute TSR PSU | 8,858 | Maximum | One-year performance period ending April 15, 2025 | | | 2022 (April) Absolute TSR PSU | 4,428 | Target | Three-year performance period ending April 15, 2025 | | | 2022 (October) Absolute TSR PSU | 9,398 | Maximum | One-year performance period ending December 31, 2025 | | | 2022 (October) Absolute TSR PSU | 4,700 | Target | Three-year performance period ending December 31, 2025 | | | 2022 (October) Net Debt to EBITDAX PSU | 6,266 | Target | One-year performance period ending December 31, 2025 | | | 2023 Net Debt to EBITDAX PSU | 8,427 | Target | One-year performance period ending December 31, 2025 | | | 2023 Absolute TSR PSU | 12,640 | Maximum | One-year performance period ending March 7, 2025 | | | 2023 Absolute TSR PSU | 6,320 | Target | One-year performance period ending March 7, 2026 | | | 2023 Absolute TSR PSU | 12,638 | Maximum | Three-year performance period ending March 7, 2026 | | | 2024 Net Debt to EBITDAX PSU | 8,141 | Target | One-year performance period ending December 31, 2025 | | | 2024 Net Debt to EBITDAX PSU | 8,141 | Target | One-year performance period ending December 31, 2026 | | | 2024 Absolute TSR PSU | 12,210 | Maximum | One-year performance period ending March 7, 2025 | | | 2024 Absolute TSR PSU | 6,106 | Target | One-year performance period ending March 7, 2026 | | | 2024 Absolute TSR PSU | 6,106 | Target | One-year performance period ending March 7, 2027 | | | 2024 Absolute TSR PSU | 12,212 | Maximum | Three-year performance period ending March 7, 2027 |
Outstanding Equity Awards at 2024 Fiscal Year-End
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Option Exercises and Stock Vested in Fiscal Year 2024
Option Exercises and Stock Vested in Fiscal Year 2024 The following table provides information concerning equity awards that vested or were exercised by our Named Executive Officers during the 2024 fiscal year.
Option Exercises and Stock Vested in Fiscal Year 2024
| | Option Awards(1) | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Paul M. Rady | — | — | 843,403 | 20,484,903 | | Michael N. Kennedy | — | — | 208,855 | 10,562,467 | | Yvette K. Schultz | — | — | 103,735 | 3,152,576 |
Option Exercises and Stock Vested in Fiscal Year 2024
| (1) There were no stock option exercises during the 2024 fiscal year. | | (2) This column reflects the number of restricted stock units and performance share units held by each Named Executive Officer that vested during the 2024 fiscal year. | | (3) The amounts reflected in this column represent the aggregate market value realized by each Named Executive Officer upon vesting of the restricted stock units and the performance share units, computed based on the closing price of our common stock on the applicable vesting date. |
Pension Benefits
Pension Benefits We do not provide pension benefits to our employees.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not provide nonqualified deferred compensation benefits to our employees.
Nonqualified Deferred Compensation
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Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Chief Executive Officer Pay Ratio
Chief Executive Officer Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, this section provides information regarding the relationship of the annual total compensation of all of our employees to the annual total compensation of our Chief Executive Officer, Mr. Rady. For 2024, the median of the annual total compensation of all Company employees (other than our Chief Executive Officer), calculated in accordance with paragraph (c)(2)(x) of Item 402 of Regulation S-K, was $135,429, and the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table, was $14,160,181. Based on this information, for 2024, the ratio of the annual total compensation of Mr. Rady to the median of the annual total compensation of all of our employees was approximately 105 to 1.
Pay Versus Performance
Pay Versus Performance Pursuant to the amendments to Section 14(i) of the Exchange Act, Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, this section provides information regarding the relationship of compensation paid to our Named Executive Officers (“NEOs”) relative to our financial performance. The following table summarizes compensation values reported in the Summary Compensation Table for our principal executive officer (“PEO”) and the average for our other NEOs, as compared to “compensation actually paid” or “CAP” and the Company’s financial performance for the years ended December 31, 2024, 2023, 2022, 2021, and 2020:
Pay Versus Performance
| | Summary Compensation Table Total for PEO(1) | Compensation | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($MM)(4) | Total Net Debt ($MM)(5) | | Year | | Actually Paid to PEO(1)(2) | | | TSR | Peer Group TSR(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $14,160,181 | $40,471,186 | $4,940,119 | $12,567,940 | $1,230 | $277 | $94 | $1,489 | | 2023 | $13,512,463 | $(6,495,757) | $4,879,345 | $1,133,652 | $796 | $243 | $297 | $1,538 | | 2022 | $24,641,821 | $65,573,452 | $7,538,143 | $14,955,404 | $1,087 | $244 | $1,999 | $1,183 | | 2021 | $6,456,142 | $34,006,228 | $1,966,171 | $12,904,483 | $614 | $161 | $(162) | $2,125 | | 2020 | $3,443,976 | $8,091,318 | $3,589,822 | $7,758,258 | $191 | $76 | $(1,260) | $3,002 |
Pay Versus Performance
| (1) The PEO reflected in columns (b) and (c) represents Paul M. Rady. The non-PEO NEOs reflected in columns (d) and (e) represent the following individuals by year: | | | a. | 2024: Michael N. Kennedy and Yvette K. Schultz. | | b. | 2023: Michael N. Kennedy and Yvette K. Schultz. | | c. | 2022: Michael N. Kennedy, W. Patrick Ash and Yvette K. Schultz. | | d. | 2021: Alvyn A. Schopp, Michael N. Kennedy, W. Patrick Ash and Glen C. Warren, Jr. | | e. | 2020: Glen C. Warren, Jr., Alvyn A. Schopp, Michael N. Kennedy and W. Patrick Ash. |
Pay Versus Performance
| (2) The Company deducted from and added to the Summary Compensation Table total compensation the following amounts to calculate compensation actually paid in accordance with Item 402(v) of Regulation S-K as disclosed in columns (c) and (e) for each PEO and Non-PEO NEOs in 2024. As the Company’s NEOs do not participate in any defined benefit plans, no adjustments were required to amounts reported in the Summary Compensation Table totals related to the value of benefits under such plans. |
Pay Versus Performance
| | 2024 | | | | Paul Rady | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $14,160,181 | $4,940,119 | | Adjustments for Equity Awards | | | | Grant date values in the Summary Compensation Table | $(10,395,386) | $(3,599,382) | | Year-end fair value of unvested awards granted in the current year | $17,305,475 | $5,991,990 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $14,269,884 | $4,484,986 | | Fair values at vest date for awards granted and vested in current year | $0 | $0 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $5,131,032 | $750,227 | | Forfeitures during current year equal to prior year-end fair value | $0 | $0 | | Dividends or dividend equivalents not otherwise included in the total compensation | $0 | $0 | | Total Adjustments for Equity Awards | $26,311,005 | $7,627,821 | | Compensation Actually Paid (as calculated) | $40,471,186 | $12,567,940 |
Pay Versus Performance
| (3) The peer group disclosed is the group of companies whose executive compensation we consider when determining our NEO’s compensation as described in “Compensation Discussion and Analysis—Implementing Our Compensation Program Objectives—Competitive Peer Analysis”. For 2024, the peer group was comprised of APA Corp., Coterra Energy Inc., Continental Resources, Inc., Devon Energy Corporation, Diamondback Energy Inc., EQT Corporation, Marathon Oil Corporation, Ovintiv Inc., Range Resources Corporation and Southwestern Energy Company. |
Pay Versus Performance
| (4) The amounts in this column represent the Company’s net income (loss) including noncontrolling interests as required to be reported by Item 402(v)(2)(v) of Regulation S-K and as reported in our consolidated financial statements. In prior years, this column contained only the net income (loss) attributable to the Company. The amounts in this column have been updated to reflect net income (loss) attributable to noncontrolling interests and to correct an immaterial error with respect to the Company’s consolidated financial statements filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. | | (5) Total Net Debt is calculated as long-term debt less cash and cash equivalents, in each case as reported in our audited financial statements for each period presented. |
Pay Versus Performance
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Narrative Disclosure to Pay versus Performance Table
Narrative Disclosure to Pay versus Performance Table The illustrations below provide a graphical description of CAP and the following measures:
Narrative Disclosure to Pay versus Performance Table
| • | the Company’s cumulative TSR and the Peer Group’s cumulative TSR; | | • | the Company’s Net Income; and | | • | the Company selected measure, which is Total Net Debt. |