DEF 14A of Antero Midstream Corp
Filed Apr 23, 2026 · FY20250001308179-26-000332
Current Directors and Board Nominees
Current Directors and Board Nominees
Current Directors and Board Nominees
| | Director | | | Director | | Committee Memberships | | | | | | Name | Class | Age | Occupation | Since | Independent | Audit | Comp | Nom & Gov | Conflicts | E&S | | Peter A. Dea | Class I | 72 | Co-Founder and Former Executive Chairman of Confluence Resources LP | 2019 | | | | | | | | W. Howard Keenan, Jr. | Class I | 75 | Member of Yorktown Partners LLC | 2019 | | | | | | | | Janine J. McArdle | Class I | 65 | Founder and CEO of Apex Strategies, LLC | 2020 | | | | | | | | Michael N. Kennedy | Class II | 51 | Chief Executive Officer and President of Antero Resources and Antero Midstream | 2021 | | | | | | | | Brooks J. Klimley | Class II | 69 | Founder and President of Brooks J. Klimley & Associates | 2019 | | | | | | | | John C. Mollenkopf | Class II | 64 | Retired Chief Operating Officer of MarkWest operations of MPLX GP LLC | 2019 | | | | | | | | Jeffrey S. Muñoz | Class II | 60 | Retired Partner at Latham & Watkins LLP and Vinson & Elkins LLP in the natural resources industry | 2024 | | | | | | | | Nancy E. Chisholm | Class III | 59 | Former President of Tyco Retail Solutions | 2022 | | | | | | | | David H. Keyte Chairman of the Board | Class III | 70 | Chairman of Caerus Oil and Gas LLC | 2019 | | | | | | | | Yvette K. Schultz | Class III | 44 | Chief Compliance Officer, Senior Vice President – Legal, General Counsel and Corporate Secretary of Antero Resources and Antero Midstream | 2025 | | | | | | |
Current Directors and Board Nominees
| | Chairperson |
ITEM ONE: ELECTION OF DIRECTORS
ITEM ONE: ELECTION OF DIRECTORS The Board is currently comprised of ten 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 I directors of Antero Midstream with terms to expire at the 2029 Annual Meeting of Stockholders, barring an earlier death, resignation or removal:
ITEM ONE: ELECTION OF DIRECTORS
| | | | | Peter A. Dea | W. Howard Keenan, Jr. | Janine J. McArdle |
ITEM ONE: ELECTION OF DIRECTORS
Biographical information for the nominees is contained in “Directors” and “Executive Officers” 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
| | - 2026 Proxy Statement 13 |
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
| | Kennedy | Dea | Keenan | McArdle | Klimley | Mollenkopf | Chisholm | Keyte | Muñoz | Schultz | | 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
| | - 2026 Proxy Statement 14 |
DIRECTORS
DIRECTORS We were originally formed in 2013 as Antero Resources Midstream Management LLC to become the general partner of Antero Midstream Partners LP. In 2017, Antero Resources Midstream Management LLC converted from a limited liability company to a limited partnership under the laws of the State of Delaware, and changed its name to Antero Midstream GP LP in connection with its initial public offering. In March 2019, Antero Midstream GP LP was converted from a limited partnership to a corporation under the laws of the State of Delaware and changed its name to Antero Midstream Corporation. Other than Messrs. Keyte and Kennedy and Mses. McArdle and Chisholm, who were appointed to the Board in April 2019, April 2021, March 2020 and December 2022, respectively, each of our existing directors was appointed to the Board in connection with the closing of the simplification transactions (the “Simplification Transactions”) in March 2019. Set forth below is the background, business experience, attributes, qualifications and skills of each Antero Midstream director and director nominee. Each of the Class I directors is up for reelection at the Annual Meeting.
Class I Directors
Class I Directors
Class I Directors
| Age: 72 Director Since: 2019 Committee Memberships: Compensation Committee, Conflicts Committee | Peter A. Dea Key Attributes and Qualifications: • Co-Founder and Executive Chairman of Confluence Resources LP, from the company’s inception in September 2016 until 2025 • Co-Founder, President and CEO of Cirque Resources LP from its inception in May 2007 until 2025 • President, CEO and Director of Western Gas Resources, Inc. from 2001 through their merger with Anadarko Petroleum Corporation in 2006 • CEO from 1999 and Chairman of the Board from 2000 of Barrett Resources Corporation until its sale in 2001 to Williams Companies • Served as a director of the general partner of Antero Midstream GP LP from April 2018 through the closing of the Simplification Transactions Has over 40 years of oil and gas exploration and production experience and involvement in national and state energy policies Other Public Company Boards: • Liberty Energy Inc. |
Class I Directors
| | - 2026 Proxy Statement 15 |
Class I Directors
| Age: 75 Director Since: 2019 Committee Memberships: Compensation Committee, Nominating & Governance Committee | W. Howard Keenan, Jr. Key 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 Resources • Served as a director of the general partner of Antero Midstream GP LP beginning in April 2017 and as a director of the general partner of Antero Midstream Partners LP beginning in February 2014, in each case, through the closing of the Simplification Transactions Has over 40 years of experience with energy companies and investments and broad knowledge of the oil and gas industry. Other Public Company Boards: • Solaris Energy Infrastructure, Inc.; Aris Water Solutions (until 2025); Antero Resources; Brigham Minerals, Inc. (until January 2022); Ramaco Resources, Inc. (until June 2019); Concho Resources (until 2013); Geomet Inc. (until 2012) |
Class I Directors
| Age: 65 Director Since: 2020 Committee Memberships: Audit Committee, Environmental and Safety Committee | Janine J. McArdle Key Attributes and Qualifications: • Founder and Chief Executive Officer of Apex Strategies, LLC, a global consultancy company providing advisory services to midstream and downstream energy companies, since 2016 • Executive of Apache Corporation from 2002 to 2015 serving most recently as Senior Vice President – Global Gas Monetization and President of Kitimat LNG • Served as President and Managing Director for Aquila Europe Ltd. from 2001 to 2002 and served in various executive and trading roles prior thereto Has over 30 years of experience as an executive in the oil and gas industry with extensive background in engineering, marketing, business development, finance and risk management. Other Public Company Boards: • Santos Ltd; Advantage Energy Ltd (until March 2025); Halcon Resources Corporation (until 2019) |
Class I Directors
| | - 2026 Proxy Statement 16 |
Class II Directors
Class II Directors
Class II Directors
| Age: 51 Director Since: 2021 Committee Memberships: N/A | Michael N. Kennedy Key Attributes and Qualifications: • Currently serves as Chief Executive Officer and President of Antero Midstream and Antero Resources • Served as Senior Vice President – Finance of Antero Midstream and Chief Financial Officer and Senior Vice President – Finance of Antero Resources from 2021 to 2025 • Served as Chief Financial Officer of Antero Midstream from the closing of the Simplification Transactions in March 2019 until April 30, 2021, prior to which Mr. Kennedy served as Chief Financial Officer and Senior Vice President of Finance of the general partner of Antero Midstream GP LP beginning in April 2017 and as Chief Financial Officer and Senior Vice President of Finance of the general partner of Antero Midstream Partners LP beginning in February 2014 • Served as Antero Resources’ Senior Vice President of Finance beginning in January 2016, prior to which he served as Vice President of Finance beginning in August 2013 • Served as Executive Vice President and Chief Financial Officer of Forest Oil Corporation from 2009 to 2013 and served in various financial positions prior thereto • Served as an auditor with Arthur Andersen, focusing on the Natural Resources industry Has significant experience as former Chief Financial Officer and Senior Vice President of Finance of Antero Midstream, together with his broad knowledge and experience in the industry. Other Public Company Boards: • Antero Resources |
Class II Directors
| Age: 69 Director Since: 2019 Committee Memberships: Environmental and Safety Committee (chair), Audit Committee | Brooks J. Klimley Key Attributes and Qualifications: • President of Brooks J. Klimley & Associates, an energy advisory services firm focused on corporate strategy, governance and finance for public and private energy, power and infrastructure companies • Previously served as an independent director and chairman of the Audit and Risk Committee for Third Coast Super Holdings and as an independent director of Jaguar Exploración and Producción Company • From 2013 to 2019, served as Managing Director and Head of Energy & Natural Resources at The Silverfern Group • Over 30 years of experience leading investment banking and private equity practices focused on the energy and natural resources sectors • Served as a director of the general partner of Antero Midstream GP LP beginning in 2017, and as a director of the general partner of Antero Midstream Partners LP from March 2015 to 2017, in each case, through the closing of the Simplification Transactions Has significant experience in the public and private upstream and midstream oil and gas industry. Other Public Company Boards: • N/A |
Class II Directors
| | - 2026 Proxy Statement 17 |
Class II Directors
| Age: 64 Director Since: 2019 Committee Memberships: Audit Committee, Environmental and Safety Committee | John C. Mollenkopf Key Attributes and Qualifications: • Prior to his retirement in 2016, served as Executive Vice President and Chief Operating Officer for MarkWest operations of MPLX GP LLC • In 2002, was one of five founders of MarkWest Energy Partners, L.P., and until 2015, served as Executive Vice President and Chief Operating Officer • From 1996 to 2002, worked in various senior management roles for MarkWest Hydrocarbon, Inc. • From 1982 to 1996, worked for ARCO Oil and Gas Company in various roles in engineering and operations • Served as a director of the general partner of Antero Midstream GP LP beginning in April 2017 through the closing of the Simplification Transactions Has significant experience in executive management, business development, marketing, engineering and operations in the oil and gas industry. Other Public Company Boards: • N/A |
Class II Directors
| Age: 60 Director Since: 2024 Committee Memberships: Audit Committee (chair), Environmental and Safety Committee, Nominating & Governance Committee | Jeffrey S. Muñoz Key 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 Other Public Company Boards: • Antero Resources |
Class II Directors
| | - 2026 Proxy Statement 18 |
Class III Directors
Class III Directors
Class III Directors
| Age: 44 Director Since: 2025 Committee Memberships: Environmental and Safety Committee | Yvette K. Schultz Key Attributes and Qualifications: • Served as Antero’s Chief Compliance Officer and Senior Vice President of Legal since January 2022, and as General Counsel since January 2017 • Served as Corporate Secretary of Antero since April 2021 • Previously Antero’s Director of Legal from 2015 to 2017 • Was an attorney at Vinson & Elkins L.L.P. from 2008 to 2012 and at Latham & Watkins LLP from 2012 to 2015, where her practice focused on oil and gas mergers and acquisitions and joint venture transactions • Currently serves on the John P. Laborde Energy Law Center Advisory Board for Louisiana State University Has significant experience in legal and risk management as General Counsel of Antero Midstream. Other Public Company Boards: • N/A |
Class III Directors
| Age: 59 Director Since: 2022 Committee Memberships: Nominating & Governance Committee (chair), Audit Committee, Environmental and Safety Committee, Conflicts Committee | Nancy E. Chisholm Key Attributes and Qualifications: • Served for 20 years in various roles at Tyco International (acquired by Johnson Controls Inc), between 1996 and 2017 • Most recently served as President of Tyco Retail Solutions, a global business unit focused on technologies that serve the retail sector in over 70 countries • Former Vice President, Human Resources for Tyco’s ADT Security Solutions global business unit • Previously Vice President and General Manager of ADT’s Western Region in North America • Served as Trustee for Western Colorado University from 2013 and Interim President from 2021 to 2022 • Current Board Member at Envera Systems, LLC, a privately held electronic security company Has significant experience in operational leadership and human resources. Other Public Company Boards: • N/A |
Class III Directors
| | - 2026 Proxy Statement 19 |
Class III Directors
| Age: 70 Director Since: 2019 Committee Memberships: Compensation Committee (chair), Conflicts Committee (chair), Nominating & Governance Committee | David H. Keyte (Chairman) Key Attributes and Qualifications: • Co-Founder, serving as Chairman of Caerus Oil and Gas LLC since 2009 • Served as Chief Financial Officer of Forest Oil Corporation from 1995 to 2009 and various financial positions from 1987 to 1995 Has more than 40 years of experience in executive management and finance in the oil and gas industry. Other Public Company Boards: • Regal Entertainment Group (until 2018) |
Class III Directors
| | - 2026 Proxy Statement 20 |
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; | | • | 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. |
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 Midstream as employees is disclosed in the Summary Compensation Table on page 52.
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation The following table provides information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2025.
2025 Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Nancy E. Chisholm | 143,126 | 142,467 | 285,593 | | Peter A. Dea | 122,500 | 142,467 | 264,967 | | W. Howard Keenan, Jr. | 122,500 | 142,467 | 264,967 | | David H. Keyte | 192,500 | 157,784 | 350,284 | | Brooks J. Klimley | 145,001 | 142,467 | 287,468 | | John C. Mollenkopf | 130,000 | 142,467 | 272,467 | | Janine J. McArdle | 130,000 | 142,467 | 272,467 | | Jeffrey S. Muñoz | 146,875 | 131,638 | 278,513 |
2025 Non-Employee Director Compensation
| (1) Includes annual cash retainer, committee fees, committee chair fees and meeting fees earned during fiscal 2025. | | (2) Amounts in this column reflect the aggregate grant date fair value of shares granted under the AM LTIP to each non-employee director during fiscal year 2025, computed in accordance with the rules of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 11 to our consolidated financial statements on Form 10-K for the year ended December 31, 2025, for additional detail regarding assumptions underlying the value of these equity awards. The directors did not hold any unvested awards as of December 31, 2025. |
Compensation Best Practices
| What We Don’t Do | | | | No tax gross ups for executive officers | | | No guaranteed bonuses for Named Executive Officers | | | No executive officer employment agreements | | | 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 | | | No excessive perquisites |
Role of the Antero Resources Compensation Committee and Allocation of Compensation Expenses
Role of the Antero Resources Compensation Committee and Allocation of Compensation Expenses Our Named Executive Officers provide services to us and to Antero Resources. In 2025, the Compensation Committee and the Antero Resources Compensation Committee (the “AR Compensation Committee”) each separately discussed its Named Executive Officers’ aggregate total cash compensation and then approved an aggregate total 2025 base salary and 2025 target bonus for services our Named Executive Officers provide to both Antero Resources and Antero Midstream. Cash compensation included base salary and annual cash incentives in 2025. Antero Resources pays all elements of cash compensation to, and provides all benefits for, our Named Executive Officers. The Company reimburses Antero Resources 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 us, in the aggregate, during each quarter (the “Reimbursement Percentage”). The Company reimbursed Antero Resources for a portion of our Named Executive Officer’s base salary that equaled 27% in 2025 (the “2025 NEO AM Reimbursement Percentage”). The Compensation Committee established its own performance metrics for its annual cash incentive program, and reimbursed Antero Resources for all amounts paid pursuant to the Company’s annual cash incentive program. We reimburse Antero Resources for the portion of the cost of all health and welfare benefits, employer 401(k) contributions, and the limited perquisites Antero Resources provides to our Named Executive Officers that are attributable to services provided to us. This amount is calculated as the product of the total cost of such benefits and the 2025 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 in consultation with the Company’s independent compensation consultant. The Compensation Committee believes the value granted will motivate and reward longer-term strategy development and execution by the Company. The value of long-term incentive awards was established independently and not in coordination with Antero Resources. Consistent with the allocation of compensation expense for our Named Executive Officers described above, unless otherwise indicated, the information included in this Compensation Discussion and Analysis, as well as the tables that follow, only pertains to the compensation paid by us for services our Named Executive Officers provided to us in 2025. For information regarding compensation paid to our Named Executive Officers for services provided to Antero Resources in 2025, please see the Proxy Statement filed by Antero Resources on April 23, 2026.
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 CBIZ to assess the total compensation levels of our Named Executive Officers relative to market when setting compensation levels in 2025. Market data is developed by comparing each executive officer’s compensation with that of similarly situated officers of companies in the 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 2025 Oil and Gas E&P Industry Compensation Survey prepared by Effective Compensation, Incorporated.
Peer Group
Peer Group CBIZ recommended and, after evaluation and discussion, the Compensation Committee approved a peer group for use in determining compensation for 2025 of onshore publicly traded oil and gas companies that are reasonably similar to Antero Resources in terms of size and operations. Further, we believe these companies are properly aligned with Antero Resources across financial metrics such as revenue, market capitalization, and enterprise value, complexity and geography of operations. We added Civitas Resources, Inc., Expand Energy Corporation and Murphy Oil Corporation to the peer group used to make 2025 compensation decisions because their revenue, market capitalization, enterprise value, and asset value were in line with ours. Because aggregate total cash compensation for our Named Executive Officers is set by both the Compensation Committee and the AR Compensation Committee, a single peer group is used for this joint analysis. Over two-thirds of the compensation our Named Executive Officers receives is for services provided to Antero Resources. As a result, a peer
Peer Group
| | - 2026 Proxy Statement 39 |
Peer Group
group composed of peer companies of Antero Resources, rather than a peer group composed of our midstream peer companies, is used to establish total target compensation for our Named Executive Officers. We refer to the following ten companies as the “Peer Group”:
2025 APPROVED PEER GROUP
2025 APPROVED PEER GROUP
2025 APPROVED PEER GROUP
| Company | Ticker | | APA Corp. | APA | | Civitas Resources, Inc. | CIVI | | Coterra Energy Inc. | CTRA | | Devon Energy Corporation | DVN | | Diamondback Energy Inc. | FANG | | EQT Corporation | EQT | | Expand Energy Corporation | EXE | | Murphy Oil Corporation | MUR | | Ovintiv Inc. | OVV | | Range Resources Corporation | RRC |
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 | Free Cash Flow After Dividends, Net Debt/EBITDA, Return on Invested Capital 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 ROIC | Encourage efficient capital investments to produce quality earnings | | | Restricted stock units | 33% vests on each of the first three anniversaries of grant | Provide a strong retention mechanism; alignment with stockholders since value is tied to stock price |
Elements of Direct Compensation
The CEO Target Compensation chart above reflects only compensation for Mr. Kennedy. Amounts reported in the Other NEOs’ Target Compensation chart exclude Mr. Rady. Percentages in the charts above were calculated based on amounts reported for 2025 in the Summary Compensation Table, except that (i) base compensation for each of Messrs. Kennedy and Krueger is annualized at the levels established for them in connection with their appointments as Chief Executive Officer and Chief Financial Officer, in August of 2025, and (ii) target annual incentive levels are used rather than actual 2025 annual incentive award levels.
Annual Cash Incentive Awards
Annual Cash Incentive Awards
Purpose and Operation
Purpose and Operation Annual cash incentive payments, which we also refer to as cash bonuses, are a key component of each Named Executive Officer’s annual compensation package. The annual cash incentive program is intended to drive the achievement of short-term (annual) goals. The Compensation Committee adopts target bonus levels for the Named Executive Officers each year, expressed as a percentage of base salary attributable to services provided to us. These target bonus values are then multiplied by the total payout percentage resulting from the Company’s actual performance against the annual performance goals established by the Committee at the beginning of the fiscal year to determine the final bonus amount payable to each Named Executive Officer. Amounts under the program can be earned up to a maximum of 200% of bonus targets. Target bonus levels are established by the Compensation Committee after considering each Named Executive Officer’s experience, responsibilities, target bonuses for similarly situated executives of companies with which we compete for executive talent, and internal pay equity. The Compensation Committee retains discretion to modify all aspects of the program at any time prior to certification of performance and payments to the Named Executive Officers. This discretion ensures that compensation outcomes appropriately reflect Company and individual performance in light of changing business conditions, strategic priorities, or extraordinary events that may not have been anticipated when performance goals were established. This flexibility allows the Committee to exercise its business judgment, prevent unintended windfalls or shortfalls, and ensure that incentive compensation remains aligned with the long-term interests of shareholders. The bonus target percentages initially set for our Named Executive Officers in March of 2025 were unchanged from 2024. The Compensation Committee increased target bonus levels for Messrs. Kennedy, Krueger and Agnew in connection with their promotions in August of 2025 to reflect the additional responsibilities associated with their new roles. The Compensation Committee did not increase Ms. Schultz’s target bonus in August of 2025 because her title did not change in connection with the executive transition. However, in the process of certifying performance and approving final bonus payments for 2025, the Compensation Committee reviewed the additional responsibilities Ms. Schultz took on in connection with the executive transition (three new divisions began reporting to her in August of 2025), and determined that she should receive a discretionary increase in her bonus payment to recognize her expanded role and to ensure internal pay equity. Consistent with applicable SEC rules, the discretionary portion of her bonus payment is reported in the “Bonus” column of the Summary Compensation Table rather than the “Non-Equity Incentive Plan” column.
Purpose and Operation
| Executive Officer | March 2025 Target Bonus (as a % of base salary) | August 2025 Target Bonus (as a % of base salary)(1) | | Michael N. Kennedy | 100% | 130% | | Yvette K. Schultz | 85% | 85% | | Brendan E. Krueger | 85% | 100% | | Justin J. Agnew(2) | — | 70% | | Paul M. Rady(3) | 130% | 130% |
Purpose and Operation
| (1) 2025 annual cash incentive payments are calculated using the base salary and target annual bonus in place for each executive as of December 31, 2025. | | (2) Prior to August 2025, Mr. Agnew did not have a specific target bonus percentage, rather he was paid on a discretionary basis. | | (3) Consistent with the Emeritus Agreement (as defined and described further below), Mr. Rady’s 2025 annual cash incentive award was calculated using his target bonus and base salary in effect immediately prior to his transition to Chairman Emeritus, but pro-rated to reflect only the portion of the year that he served as Chief Executive Officer and President. |
2025 Performance Metrics
2025 Performance Metrics In April of 2025 the Compensation Committee selected the metrics, weightings and performance levels for the 2025 annual cash incentive program reflected in the chart below. The 2025 annual incentive plan uses the same metrics and weightings as the 2024 program. The method of calculating each metric and the rationale for its selection are included further below.
2025 Performance Metrics
| Selected Metrics | Weighting | Threshold Performance (50%) | Target Performance (100%) | Maximum (200%) | Performance Score (% of Target) | Weighted Score | | Free Cash Flow after Dividends | | | | | 200% | 50% | | Net Debt/EBITDA | | | | | 200% | 60% | | Return on Invested Capital | | | | | 200% | 60% | | ESG | | Qualitative Assessment | | | 200% | 30% | | | | | | | Total | 200% |
2025 Performance Metrics
| Metric | Definition | Rationale | | Free Cash Flow after Dividends | Adjusted EBITDA, defined as net income plus interest expense, net, income tax expense, depreciation expense, amortization of customer relationships, impairment of property and equipment, loss on long-lived assets, loss on early extinguishment of debt, equity-based compensation, excluding equity in earnings of unconsolidated affiliates, plus distributions from unconsolidated affiliates, transaction expense and other operating expense, net, less interest expense, net, capital expenditures (accrual-based), current income tax expense and dividends declared (accrual-based) for the year, 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 11, 2026. | Generating Free Cash Flow after Dividends is essential to ensure Antero Midstream can internally finance capital investments, support return of capital to shareholders and maintain a strong balance sheet. | | Net Debt/EBITDA | Year end 2025 Net Debt, defined as consolidated total debt, excluding unamortized debt premiums and debt issuance costs, less cash, cash equivalents and restricted cash, divided by 2025 full year Adjusted EBITDA, each calculated 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 11, 2026. | Managing the balance sheet and leverage is essential for efficiently growing the business while maximizing returns to shareholders. Net Debt/EBITDA is a key debt coverage ratio that motivates management to minimize debt relative to cash flow. | | Return on Invested Capital (ROIC) | ROIC is calculated as earnings before interest and income taxes excluding amortization of customer relationships, impairment expense, loss on asset sale, loss on settlement of asset retirement obligations, and the tax-effects of such amounts, divided by average total liabilities and stockholders’ equity, excluding current liabilities, intangible assets and impairment of property and equipment 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 11, 2026. | ROIC is used as a performance metric that measures the efficiency of our capital investments and quality of our earnings. ROIC is a metric that many investors consider when assessing the performance of companies in our sector. | | Environmental and Safety | The Compensation Committee of our Board considered environmental and safety matters in this assessment, which included non-financial performance related to our safety record and greenhouse gas emission reductions and standards key to maintaining a safe work environment and a sustainable 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. |
2025 Performance Metrics
| | - 2026 Proxy Statement 43 |
2025 Annual Incentive Program Payouts
2025 Annual Incentive Program Payouts As described above, performance associated with the Annual Incentive Plan resulted in an overall achievement level of 200% of target. Upon discussion related to potential discretionary adjustments, it was unanimously agreed that considering the Company’s financial, operational and stock performance in 2025 no adjustments to the resulting payout should be made, except that Ms. Schultz’s target bonus amount should retroactively be increased from 85% to 100% of base salary to reflect the additional responsibilities assumed by her in August of 2025 and to ensure internal pay equity, as discussed in more detail above. When determining the performance score for the ESG metric the Compensation Committee considered the Company’s internal scorecard that highlighted the following specific achievements in the areas of environmental performance, safety factors, and social governance:
2025 Annual Incentive Program Payouts
| • | Achieved our goal of eliminating our pipeline maintenance emissions by the end of 2025. This important target represented 100% of our pipeline maintenance emissions from 2019. | | • | Methane leak loss rate declined to 0.031% in 2025 from 0.033% in 2024. | | • | Reduced our TRIR performance from 2024 (LTIR remained at 0 in 2024 and 2025). | | • | Increased the volume of wastewater recycled/ reused by approximately 16% from the prior year. |
2025 Annual Incentive Program Payouts
The 2025 annual cash bonus amounts reported below reflect the annual cash bonus paid to each Named Executive Officer for services provided to the Company.
2025 Annual Incentive Program Payouts
| Executive Officer | Percentage of 2025 Target Bonus Paid for 2025 Performance | 2025 Annual Cash Bonus Payments(1) | | Michael N. Kennedy | 200% | $789,750 | | Yvette K. Schultz | 200% | $348,300 | | Brendan E. Krueger | 200% | $348,300 | | Justin J. Agnew | 200% | $149,310 | | Paul M. Rady(2) | 200% | $669,077 |
2025 Annual Incentive Program Payouts
| (1) Except for a portion of the payment to Ms. Schultz, the amounts in this column are reported in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table, below. Consistent with applicable SEC rules, because the determination to increase Ms. Schultz’s 2025 target bonus from 85% to 100% was discretionary and made in early 2026, the difference between the value of her bonus calculated using an 85% target and a 100% target is reported in the “Bonus” column of the Summary Compensation Table rather than the “Non-Equity Incentive Plan” column. | | (2) Consistent with the Emeritus Agreement (as defined and described further below), Mr. Rady’s 2025 annual cash incentive award was calculated using his target bonus and base salary in effect immediately prior to his transition to Chairman Emeritus, but pro-rated to reflect only the portion of the year that he served as Chief Executive Officer and President. |
2025 Annual Incentive Program Payouts
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Long-Term Incentive Awards
Long-Term Incentive Awards
2025 Long-Term Incentive Awards
2025 Long-Term Incentive Awards In 2025, the Compensation Committee granted 75% time-based restricted stock units (or “RSUs”) and 25% performance share units (or “PSUs”) to our Named Executive Officers pursuant to the AM 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 performance share units have a performance period from January 1, 2025 through December 31, 2027 and vest based on the Company’s return on invested capital (“ROIC”). The Compensation Committee selected ROIC as the performance metric for the performance share units. ROIC is a metric that many investors consider when assessing the performance of companies in our sector. The performance share units vest as follows, with vesting between performance levels calculated using linear interpolation.
2025 Long-Term Incentive Awards
| | Below Threshold | Threshold | Target | Maximum | | ROIC for the Company | < 85% of Target ROIC | 85% of Target ROIC | Target ROIC | 115% of Target ROIC | | Percentage of Target Amount of PSUs that are Earned | 0% | 50% | 100% | 200% |
2025 Long-Term Incentive Awards
The restricted stock units granted to our Named Executive Officers in 2025 vest ratably on the first three anniversaries of the date of grant, subject to continued service.
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 2025. 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 talent and services.
Target Value of Long-Term Incentive Awards
| Executive Officer | 2025 Target Long-Term Incentive Value(1) | | Michael N. Kennedy | $4,300,000 | | Yvette K. Schultz | $2,625,000 | | Brendan E. Krueger | $2,625,000 | | Justin J. Agnew(2) | $500,000 | | Paul M. Rady | $10,000,000 |
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 2025” below. When the Compensation Committee is evaluating the value of awards it will grant to the Named Executive Officers, it reviews the Company’s stock price leading up to the time of grant and the number of awards to be granted. The amounts set forth under “Summary Compensation Table” and the “Grants of Plan-Based Awards for Fiscal Year 2025” 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. | | (2) Mr. Agnew was not an executive officer in the first quarter of 2025 when long-term incentive awards are granted. As a result, his target long-term incentive value was not established by the Compensation Committee and was, instead, established by the Company’s executive team at a level appropriate for the position he held at the time of grant. |
Target Value of Long-Term Incentive Awards
The number of restricted stock units and performance share units granted to our Named Executive Officers in 2025 are described more fully under “Grants of Plan-Based Awards for Fiscal Year 2025” below.
2023 PSU Awards Performance Certification
2023 PSU Awards Performance Certification The three-year performance period for the PSUs granted in 2023 that vest based on ROIC ended on December 31, 2025, with such awards vesting at 200%.
2023 PSU Awards Performance Certification
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Severance Plan
Severance Plan On September 17, 2025, the Company adopted the Antero Midstream Corporation Executive Severance Plan (the “Severance Plan”), which provides payments and benefits to participants in the event of certain qualifying terminations of employment. Receipt of such payments and benefits is contingent upon the eligible executive’s (x) execution of a release of claims against the Company and its affiliates, (y) compliance with a one year non-competition and non-solicitation obligation, and (z) compliance with the defense of claims, confidentiality, and non-disparagement provisions of the Severance Plan. The Compensation Committee believes that a severance plan is an important component of a competitive executive compensation program and is necessary to attract and retain highly qualified executive talent. The Severance Plan is designed to keep executives focused on pursuing corporate transactions and strategic alternatives that are in the best interests of shareholders, without being influenced by concerns over their own job security. The Compensation Committee also believes that providing severance protection through a formal plan, rather than through individually negotiated agreements, ensures consistency in the Company’s severance practices, ensuring internal pay equity and reducing the administrative costs of the program. We also believe that maintaining a severance plan provides greater transparency to shareholders regarding potential termination costs.
Severance Plan
| | - 2026 Proxy Statement 46 |
Severance Plan
The Severance Plan will be overseen by the Compensation Committee. Each of our Named Executive Officers participates in the Severance Plan. The terms of Mr. Rady’s participation in the Severance Plan are consistent with the terms of the Chairman Emeritus Agreement entered into between Mr. Rady, the Company and Antero Resources on August 14, 2025. The specific payments and benefits that each of our Named Executive Officers are entitled to pursuant to the Severance Plan are described and quantified in the section below entitled “Potential Payments Upon a Termination or a Change in Control.”
Chairman Emeritus Agreement
Chairman Emeritus Agreement In connection with Mr. Rady’s transition to Chairman Emeritus, the Company and Antero Resources entered into a Chairman Emeritus Agreement (the “Emeritus Agreement”) with Mr. Rady. The Emeritus Agreement provides that Mr. Rady will serve as Chairman Emeritus (an employee role) until December 31, 2028, unless the Board extends his term as Chairman Emeritus beyond such date. The Emeritus Agreement further provides that Mr. Rady will be entitled to (i) an annual salary of $50,000 (subsequently increased to $60,000), (ii) continued vesting in outstanding equity awards pursuant to their original terms, (iii) participate in company benefit plans, and (iv) participate in any company severance plan that may be adopted during his term as Chairman Emeritus. Mr. Rady is also entitled to a pro-rated portion of his 2025 annual incentive bonus, which he received in early 2026.
Annual Cash Incentive Awards
Annual Cash Incentive Awards In April 2026, the Compensation Committee approved an annual incentive plan for the 2026 fiscal year. The 2026 annual incentive plan structure mirrors the 2025 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 The Compensation Committee granted 75% time-based equity awards and 25% performance-based equity awards to our Named Executive Officers in March 2026. These awards are subject to the terms and provisions of the AM LTIP and the award agreements pursuant to which they were granted.
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 of 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 2025, the Company did not grant stock options or stock appreciation rights (or similar awards).
Summary Compensation Table
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, 2025, 2024, and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(4) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Michael N. Kennedy (Chief Executive Officer and President, Director, Former Sr. Vice President—Finance) | 2025 | 242,434 | — | 4,344,864 | 789,750 | 5,670 | 5,382,718 | | | 2024 | 200,075 | — | 4,255,655 | 309,393 | 5,486 | 4,770,609 | | | 2023 | 185,130 | 177,778 | 4,299,987 | 369,519 | 5,049 | 5,037,463 | | Yvette K. Schultz (Sr. Vice President—Legal, Chief Compliance Officer, General Counsel and Corporate Secretary, Director) | 2025 | 150,861 | 90,158 | 2,652,381 | 258,142 | 5,670 | 3,157,212 | | | 2024 | 144,001 | — | 2,597,926 | 189,279 | 5,486 | 2,936,692 | | | 2023 | 133,238 | — | 2,624,994 | 226,051 | 5,049 | 2,989,332 | | Brendan E. Krueger (Sr. Vice President—Finance and Treasurer, Former Chief Financial Officer) | 2025 | 155,679 | — | 2,652,381 | 348,300 | 5,670 | 3,162,030 | | | 2024 | 139,443 | — | 2,078,335 | 183,288 | 5,486 | 2,406,552 | | | 2023 | 129,030 | — | 2,099,982 | 218,912 | 5,049 | 2,452,973 | | Justin J. Agnew (Chief Financial Officer, Vice President—Finance) | 2025 | 79,152 | — | 505,207 | 149,310 | 4,749 | 738,418 | | | 2024 | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | | Paul M. Rady (Chairman Emeritus, Former Chairman of the Board of Directors, Chief Executive Officer and President) | 2025 | 271,576 | — | 10,104,349 | 669,077 | 5,670 | 11,050,672 | | | 2024 | 394,108 | — | 9,896,893 | 792,276 | 5,486 | 11,088,763 | | | 2023 | 364,650 | — | 9,999,984 | 946,194 | 5,049 | 11,315,877 |
Summary Compensation Table
| (1) The amounts reported in this column for 2025 represent the grant date fair value of restricted stock units and performance share units granted to the Named Executive Officers in 2025 pursuant to the AM LTIP, each as computed in accordance with FASB ASC Topic 718. See Note 11 to our consolidated financial statements on Form 10-K for the year ended December 31, 2025, for additional detail regarding assumptions underlying the value of these equity awards. If the maximum level of performance for the ROIC performance share units granted in 2025 was achieved, then the value of such award granted to Messrs. Rady, Kennedy, Krueger, and Ms. Schultz would be $5,052,167, $2,172,424, $663,091, and $663,091 , respectively. | | (2) The amounts reported in this column represent the portion of the annual incentive plan payments made pursuant to actual performance with respect to the originally approved metrics. | | (3) The amounts reported in this column for 2025 represent the Company’s 401(k) match for each Named Executive Officer. Although no reportable perquisite amount was incurred, Mr. Kennedy occasionally had his spouse accompany him on business-related flights in 2025. | | (4) The Compensation Committee did not increase Ms. Schultz’s target bonus in August of 2025 because her title did not change in connection with the executive transition. However, in the process of certifying performance and approving final bonus payments for 2025, the Compensation Committee reviewed the additional responsibilities Ms. Schultz took on in connection with the executive transition (three new divisions began reporting to her in August of 2025), and determined that she should receive a discretionary increase in her bonus payment to recognize her expanded role and to ensure internal pay equity. Consistent with applicable SEC rules, the discretionary portion of her bonus payment is reported in the “Bonus” column of the Summary Compensation Table rather than the “Non-Equity Incentive Plan” column. |
Summary Compensation Table
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Grants of Plan-Based Awards for Fiscal Year 2025
Grants of Plan-Based Awards for Fiscal Year 2025 The table below sets forth the awards granted to our Named Executive Officers during 2025, including awards under the 2025 annual cash incentive plan and restricted stock units and performance share units granted under the AM LTIP.
Grants of Plan-Based Awards for Fiscal Year 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Michael N. Kennedy | | 197,438 | 394,875 | 789,750 | | | | | | | ROIC PSUs(5) | 3/7/25 | | | | 32,996 | 65,991 | 131,982 | | 1,086,212 | | RSUs(6) | 3/7/25 | | | | | | | 197,974 | 3,258,652 | | Yvette K. Schultz | | 64,535 | 129,071 | 258,142 | | | | | | | ROIC PSUs(5) | 3/7/25 | | | | 20,142 | 40,285 | 80,570 | | 663,091 | | RSUs(6) | 3/7/25 | | | | | | | 120,856 | 1,989,290 | | Brendan E. Krueger | | 87,075 | 174,050 | 348,300 | | | | | | | ROIC PSUs(5) | 3/7/25 | | | | 20,142 | 40,285 | 80,570 | | 663,091 | | RSUs(6) | 3/7/25 | | | | | | | 120,856 | 1,989,290 | | Justin J. Agnew | | 37,328 | 74,655 | 149,310 | | | | | | | RSUs(6) | 3/7/25 | | | | | | | 30,693 | 505,207 | | Paul M. Rady | | 270,147 | 540,294 | 1,080,589 | | | | | | | ROIC PSUs(5) | 3/7/25 | | | | 76,734 | 153,468 | 306,936 | | 2,526,083 | | RSUs(6) | 3/7/25 | | | | | | | 460,405 | 7,578,266 |
Grants of Plan-Based Awards for Fiscal Year 2025
| (1) These columns reflect the threshold, target and maximum amount that may be earned by each of the Named Executive Officers under our 2025 annual cash incentive plan. | | (2) These columns reflect the threshold, target and maximum number of shares that may be earned with respect to performance share units granted to each of the Named Executive Officers on March 7, 2025. | | (3) This column reflects the number of restricted stock units granted to each of the Named Executive Officers in 2025. | | (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 AM LTIP, as computed in accordance with FASB ASC Topic 718. See Note 11 to our consolidated financial statements on Form 10-K for the year ended December 31, 2025, for additional detail regarding assumptions underlying the value of these equity awards. | | (5) The ROIC performance share units granted on March 7, 2025 are earned (or not) based upon our ROIC performance over the three-year period beginning on January 1, 2025 and ending on December 31, 2027. Pursuant to the ROIC performance share units, our Named Executive Officers are eligible to receive threshold, target and maximum payouts of 50%, 100% and 200%, respectively, of the target amount of ROIC PSUs awarded, subject to continued employment through the end of the performance period. In order to achieve threshold, target and maximum payouts under the ROIC performance share units, the Company’s ROIC performance must be at or over 85% of the target ROIC, 100% of the target ROIC or 115% of the target ROIC, respectively. | | (6) The restricted stock units granted on March 7, 2025 are subject to ratable vesting on the first three anniversaries of the date of grant, in each case, subject to continued employment through such date. |
Grants of Plan-Based Awards for Fiscal Year 2025
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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 2025 table.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 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, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Stock Awards | | 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) | | Name | Number of Units That Have Not Vested (#) | Market Value of Units That Have Not Vested ($)(1) | | | | Michael N. Kennedy | | | | | | Restricted Stock Units(3) | 457,904 | 8,146,112 | | | | Performance Share Units(4) | | | 290,302 | 5,164,473 | | Yvette K. Schultz | | | | | | Restricted Stock Units(3) | 279,535 | 4,972,928 | | | | Performance Share Units(4) | | | 177,218 | 3,152,708 | | Brendan E. Krueger | | | | | | Restricted Stock Units(3) | 247,799 | 4,408,344 | | | | Performance Share Units(4) | | | 157,888 | 2,808,828 |
Outstanding Equity Awards at 2025 Fiscal Year-End
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Outstanding Equity Awards at 2025 Fiscal Year-End
| | Stock Awards | | Equity Incentive Plan Awards: Number of Unearned shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Name | Number of Units That Have Not Vested (#) | Market Value of Units That Have Not Vested ($)(1) | | | | Justin J. Agnew | | | | | | Restricted Stock Units(3) | 66,648 | 1,185,668 | | | | Paul M. Rady | | | | | | Restricted Stock Units(3) | 1,064,893 | 18,944,446 | | | | Performance Share Units(4) | | | 675,124 | 12,010,456 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) The amounts reflected in this column represent the market value of our common stock underlying the unvested restricted stock units held by the Named Executive Officers, computed based on the closing price of our common stock on December 31, 2025, which was $17.79 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 immediately preceding column held by the Named Executive Officers, computed based on the closing price of our common stock on December 31, 2025, which was $17.79 per share. | | (3) The amounts in this row represent unvested restricted stock units 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 2025 Fiscal Year-End
| Name | Award | Number of Unvested RSUs on 12/31/2025 | Vesting Schedule | Remaining Vesting Dates | | Michael N. Kennedy | 2023 RSU | 101,609 | Ratable | March 7, 2026 | | | 2024 RSU | 158,321 | Ratable | March 7, 2026 and March 7, 2027 | | | 2025 RSU | 197,974 | Ratable | March 7, 2026, March 7, 2027 and March 7, 2028 | | Yvette K. Schultz | 2023 RSU | 62,029 | Ratable | March 7, 2026 | | | 2024 RSU | 96,650 | Ratable | March 7, 2026 and March 7, 2027 | | | 2025 RSU | 120,856 | Ratable | March 7, 2026, March 7, 2027 and March 7, 2028 | | Brendan E. Krueger | 2023 RSU | 49,623 | Ratable | March 7, 2026 | | | 2024 RSU | 77,320 | Ratable | March 7, 2026 and March 7, 2027 | | | 2025 RSU | 120,856 | Ratable | March 7, 2026, March 7, 2027 and March 7, 2028 | | Justin J. Agnew | 2023 RSU | 14,060 | Ratable | March 7, 2026 | | | 2024 RSU | 21,895 | Ratable | March 7, 2026 and March 7, 2027 | | | 2025 RSU | 30,693 | Ratable | March 7, 2026, March 7, 2027 and March 7, 2028 | | Paul M. Rady | 2023 RSU | 236,300 | Ratable | March 7, 2026 | | | 2024 RSU | 368,188 | Ratable | March 7, 2026 and March 7, 2027 | | | 2025 RSU | 460,405 | Ratable | March 7, 2026, March 7, 2027 and March 7, 2028 |
Outstanding Equity Awards at 2025 Fiscal Year-End
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Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) The amounts reflected in this row represent the maximum number of performance share units granted in each of 2024 and 2025, as set forth in the below table, because performance as of December 31, 2025 was trending at maximum for payout of these awards. The actual number of shares earned pursuant to these performance share units may vary substantially from the amounts set forth both above and in the below table based on actual performance through the end of the applicable performance period. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| Name | Award | Number of Unvested PSUs on 12/31/2025 | Reported Performance Level | Applicable Performance Period and Performance Period End Date | | Michael N. Kennedy | 2024 ROIC PSU | 158,320 | Maximum | Three-year performance period ending December 31, 2026 | | | 2025 ROIC PSU | 131,982 | Maximum | Three-year performance period ending December 31, 2027 | | Yvette K. Schultz | 2024 ROIC PSU | 96,648 | Maximum | Three-year performance period ending December 31, 2026 | | | 2025 ROIC PSU | 80,570 | Maximum | Three-year performance period ending December 31, 2027 | | Brendan E. Krueger | 2024 ROIC PSU | 77,318 | Maximum | Three-year performance period ending December 31, 2026 | | | 2025 ROIC PSU | 80,570 | Maximum | Three-year performance period ending December 31, 2027 | | Paul M. Rady | 2024 ROIC PSU | 368,188 | Maximum | Three-year performance period ending December 31, 2026 | | | 2025 ROIC PSU | 306,936 | Maximum | Three-year performance period ending December 31, 2027 |
Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025 The following table provides information concerning equity awards held by the Named Executive Officers that vested during the 2025 fiscal year.
Option Exercises and Stock Vested in Fiscal Year 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Michael N. Kennedy | — | — | 484,713 | 8,275,846 | | Yvette K. Schultz | — | — | 296,990 | 5,070,345 | | Brendan E. Krueger | — | — | 246,201 | 4,200,304 | | Justin J. Agnew | — | — | 43,307 | 717,774 | | Paul M. Rady | — | — | 1,232,690 | 21,010,343 |
Option Exercises and Stock Vested in Fiscal Year 2025
| (1) This column reflects the number of restricted stock units and performance share units held by each Named Executive Officer that vested during the 2025 fiscal year. | | (2) The amounts reflected in this column represent the aggregate market value realized by each Named Executive Officer upon vesting of the restricted stock units held by such Named Executive Officer, 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. Kennedy. For 2025, the median of the annual total compensation of all Company employees (other than our Chief Executive Officer and our former Chief Executive Officer, Mr. Rady), calculated in accordance with paragraph (c)(2)(x) of Item 402 of Regulation S-K, was $38,755, and the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table and adjusted for annualization of gross salary for the period from January 1, 2025 to August 13, 2025 (the date on which Mr. Kennedy began serving as our Chief Executive Officer), was $3,316,189. Based on this information, for 2025, the ratio of the annual total compensation of our Chief Executive Officer and former Chief Executive Officer to the median of the annual total compensation of all of our employees was approximately 86 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, 2025, 2024, 2023, 2022, and 2021:
Pay Versus Performance
| | | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based On: | | | | | | Year | Summary Compensation Table Total for PEO(1) | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Compensation Actually Paid to PEO(1)(2) | Compensation Table Total for Non-PEO NEOs(1) | Compensation Actually Paid to Non-PEO NEOs(1)(2) | TSR | 2024 Peer Group TSR(3) | 2025 Peer Group TSR(3) | Net Income ($MM) | Adjusted EBITDA ($MM)(4) | | (a) | (b-1) | (b-2) | (c-1) | (c-2) | (d) | (e) | (f) | (g-1) | (g-2) | (h) | (i) | | 2025 | $11,050,672 | $5,382,718 | $22,869,889 | $10,102,275 | $2,352,553 | $4,305,439 | $343 | $342 | $311 | $418 | $1,120 | | 2024 | $11,088,763 | | $21,427,995 | | $3,371,284 | $6,181,498 | $276 | $326 | $307 | $401 | $1,051 | | 2023 | $11,315,877 | | $18,875,272 | | $3,493,256 | $5,631,627 | $215 | $319 | $324 | $372 | $989 | | 2022 | $10,534,511 | | $14,034,979 | | $3,006,598 | $3,882,778 | $171 | $321 | $315 | $326 | $884 | | 2021 | $5,388,890 | | $7,829,324 | | $1,314,614 | $1,844,273 | $140 | $213 | $209 | $332 | $876 |
Pay Versus Performance
| (1) The PEO reflected in columns (b-1) and (c-1) represents Paul M. Rady who served as our PEO through August 15, 2025 and the PEO reflected in columns (b-2) and (c-2) represents Michael N. Kennedy who has served as our PEO since August 15, 2025. The non-PEO NEOs reflected in columns (d) and (e) represent the following individuals by year: |
Pay Versus Performance
| a. | 2025: Yvette K. Schultz, Brendan E. Krueger and Justin J. Agnew. | | b. | 2024: Michael N. Kennedy, Yvette K. Schultz and Brendan E. Krueger. | | c. | 2023: Michael N. Kennedy, Yvette K. Schultz and Brendan E. Krueger. | | d. | 2022: Michael N. Kennedy, W. Patrick Ash, Yvette K. Schultz and Brendan E. Krueger. | | e. | 2021: Brendan E. Krueger, Alvyn A. Schopp, Michael N. Kennedy, W. Patrick Ash and Glen C. Warren, Jr. |
Pay Versus Performance
| | - 2026 Proxy Statement 62 |
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 2025. 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
| | 2025 | | | | | Paul Rady | Michael Kennedy | Average Non- CEO NEOs | | Total Compensation from Summary Compensation Table | $11,050,672 | $5,382,718 | $2,352,553 | | Adjustments for Equity Awards | | | | | Grant date values in the Summary Compensation Table | $(10,104,350) | $(4,344,864) | $(1,936,656) | | Year-end fair value of unvested awards granted in the current year | $13,650,996 | $5,869,917 | $2,570,922 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $3,902,213 | $1,677,947 | $646,955 | | Fair values at vest date for awards granted and vested in current year | $— | $— | $— | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $1,608,904 | $575,643 | $253,555 | | Forfeitures during current year equal to prior year-end fair value | $— | $— | $— | | Dividends or dividend equivalents not otherwise included in the total compensation | $2,761,454 | $940,914 | $418,110 | | Total Adjustments for Equity Awards | $11,819,217 | $4,719,557 | $1,952,886 | | Compensation Actually Paid (as calculated) | $22,869,889 | $10,102,275 | $4,305,439 |
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 2025, the peer group was comprised of APA Corp., Civitas Resources, Inc., Coterra Energy Inc., Devon Energy Corporation, Diamondback Energy Inc., EQT Corporation, Expand Energy Corporation, Murphy Oil Corporation, Ovintiv Inc., and Range Resources Corporation. The 2025 peer group removed Marathon Oil Corporation, and Southwestern Energy Company and added Civitas Resources, Inc., Expand Energy Corporation, and Murphy Oil Corporation when compared to the 2024 peer group to reflect shifts in the market, including as a result of merger activity, and maintain a comparable peer group. The value of the initial $100 fixed investment of the 2024 peer group’s TSR for the 2025 year is included in column (g-1). |
Pay Versus Performance
| (4) Adjusted EBITDA is calculated net income plus interest expense, net, income tax expense, depreciation expense, amortization of customer relationships, impairment of property and equipment, loss on long-lived assets, loss on early extinguishment of debt, equity-based compensation, excluding equity in earnings of unconsolidated affiliates, plus distributions from unconsolidated affiliates, transaction expense and other operating expense, net, less interest expense, net, capital expenditures (accrual-based), current income tax expense and dividends declared (accrual-based) for the year, in each case as reported in our audited financial statements for each period presented. |
Pay Versus Performance
| | - 2026 Proxy Statement 63 |
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 Adjusted EBITDA. |