UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No.   )

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ANTERO RESOURCES CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice JUNE 16, 2021 8:30 A.M. Mountain Time Antero Principal Executive Offices 1615 Wynkoop Street Denver, CO 80202

NOTICE of 20192021 Annual Meeting of Shareholders

June 19, 2019

9:00 A.M. Mountain Time

1615 Wynkoop Street, Denver, CO 80202

To the Shareholders of Antero Resources Corporation:

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
If you are a registered stockholder as of the record date, you may vote your shares or submit a proxy to have your shares voted by one of the following methods:		INTERNET Use the website listed on the Notice of Internet Availability (the “Notice”)		BYTELEPHONE Use the toll-free number listed on the Notice		BY MAIL Sign, date and return your proxy card in the provided pre-addressed envelope		DURING THEANNUAL MEETING Vote online during the Annual Meeting. See page 8 of the Proxy Statement for instructions on how to attend online

Table of Contents

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PROXY STATEMENT

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•	Long-term incentive compensation awards for our Chief Executive Officer and Chief Financial Officer were delayed from April 2020 to July 2020 due in part to the impact of COVID-19 on the market and the depressed stock price, but the Company has returned to the historic April grant cycles for 2021. The long-term incentive values for the Chief Executive Officer and President were significantly lower in 2020 relative to prior years to account for stockholder value loss resulting from COVID-19. This resulted in total compensation levels that are in the bottom quartile of the Company’s peers.
•	Long-term incentive compensation awards vest over periods of several years to reward sustained Company performance over time.
•	No annual incentive plan metrics were approved in 2020 in light of unstable market conditions, largely due to COVID-19. Following the end of the year the Compensation Committee performed a subjective and fullsome assessment of our Named Executive Officers’ performance in 2020. The Compensation Committee determined that our Named Executive Officers made strategic financial and operational decisions that significantly improved our stock price during 2020, warranting a bonus of 115% of targeted levels. The use of metrics has been reinstated for 2021.
•	Base salary levels for the Named Executive Officers were not increased in 2020, as was the case to 2018 and 2019 for our Chief Executive Officer and President.
•	Performance awards with a performance period ending in 2020 paid out at 0% of target.
•	Each of the Named Executive Officers is employed at-will and none of the Named Executive Officers is party to an employment agreement, severance agreement or change in control agreement.

Current Directors and Board Nominees⁽¹⁾

Committee Memberships

Name and Age

Director Class and Occupation

Director Since

Independent

Audit

Comp

Nom & Gov

Conflicts

ESG

Paul M. Rady Age: 67

Class I Director Chairman of the Board and Antero’s Chief Executive Officer

2004

Glen C. Warren, Jr. Age: 68

Class I Director Antero’s President, Chief Financial Officer and Secretary

2004

Thomas B. Tyree, Jr. Age: 60

Class I Director Chief Executive Officer of Extraction Oil & Gas, Inc. and Chairman of Northwoods Energy LLC

2019

W. Howard Keenan, Jr. Age: 70

Class II Director Nominee Member of Yorktown Partners LLC

2004

Paul J. Korus Age: 63

Class II Director Retired Senior Vice President and Chief Financial Officer of Cimarex Energy

2018

Jacqueline C. Mutschler Age: 59

Class II Director Nominee Independent Executive Consultant

2020

Robert J. Clark Age: 76

Class III Director Chairman of 3 Bear Energy, LLC

2013

Benjamin A. Hardesty Age: 71

Class III Director, Lead Director Owner of Alta Energy LLC

2013

Vicky Sutil Age: 56

Class III Director Independent Director, Delek US Holdings, Inc.

2019

	Chairperson
(1)	Effective April 30, 2021, Glen C. Warren, Jr. will retire from the Board and as an officer of Antero Resources and Antero Midstream. In connection with the Annual Meeting, Paul J. Korus will retire from the Board. Following the effectiveness of each retirement, the size of the Board will be reduced to eight members and seven members, respectively.

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Wednesday, June 19, 2019

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PROXY SUMMARY

Current Directors and Board Nominees

Committee Memberships

Name and Age

Director Class and Occupation

Director Since

Independent

AC

CC

NGC

James R. Levy Age: 43

Class I Director Partner of Warburg Pincus & Co. and a Managing Director of Warburg Pincus LLC

2013

Paul M. Rady Age: 65

Class I Director Chairman of the Board and Antero Resources Chief Executive Officer

2004

Glen C. Warren, Jr. Age: 63

Class I Director Antero Resources President, Chief Financial Officer, Secretary

2004

Peter R. Kagan Age: 51

Class II Director, Lead Director Partner of Warburg Pincus & Co. and a Managing Director of Warburg Pincus LLC

2004

W. Howard Keenan, Jr. Age: 68

Class II Director Member of Yorktown Partners LLC

2004

Paul J. Korus Age: 62

Class II Director Retired Senior Vice President and Chief Financial Officer of Cimarex Energy

2018

��

Joyce E. McConnell Age: 65

Class II Director Provost and Vice President of Academic Affairs at West Virginia University

2018

Robert J. Clark Age: 74

Class III Director Nominee Chairman and Chief Executive Officer of 3 Bear Energy, LLC

2013

Benjamin A. Hardesty Age: 69

Class III Director Nominee Owner of Alta Energy LLC

2013

Chairperson

2018 Business Performance Highlights and Incentive Plan Results

2018 was a year of significant accomplishment for the Company in which we delivered on our shareholder strategy, including:

•	Focused on returns
•	Strengthened balance sheet
•	Increased natural gas liquids production mix
•	Achieved another year of double-digit production growth per debt adjusted share
•	Returned $129MM of capital to shareholders through the initiation of a share repurchase plan
•	Continued to focus on operating safely with industry leading Total Recordable Incident Rate

Annual Incentive Plan Results.While we are proud of the significant accomplishments listed above, we fell short of our rigorous performance goals on two of the key metrics in our annual incentive plan, resulting in achievement at 73% of target. The full details of our annual incentive plan metrics, goals and results are shown on page 30 of the proxy.

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OurThe Board of Directors is divided into three classes. Directors in each class are elected to serve for three-year terms and until either they are re-elected or their successors are elected and qualified, or until their earlier resignation or removal. Each year, the directors of one class stand for re-election as their terms of office expire. As previously disclosed, Glen C. Warren, Jr. will retire from the Board effective April 30, 2021 and Paul J. Korus will not stand for re-election and will also retire from the Board in connection with the Annual Meeting. Following the effectiveness of each retirement, the size of the Board will be reduced to eight members and seven members, respectively. We do not intend to fill the vacant seats at the Annual Meeting. Based on recommendations from itsour Nominating & Governance Committee, the Board has nominated the following individuals for election as Class IIIII directors of Antero, with terms to expire at the 20222024 Annual Meeting of Shareholders,Stockholders, barring an earlier resignation or removal:

Both nominees currently serve as Class IIIII directors of Antero. Their biographical information is contained in “Directors” below.

The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. 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.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERSSTOCKHOLDERS VOTEFORTHE ELECTION OF EACH OF THE DIRECTOR NOMINEES.

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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 Antero’s directorseach Antero director and director nominees.nominee. In some cases, references to our directors’ tenure with Antero date back to our original foundingformation in 2004.

Each of the Class II directors is up for reelection at the Annual Meeting, except for Paul J. Korus, who will retire from the Board in connection with the Annual Meeting. Effective April 30, 2021, Glen C. Warren, Jr. will retire from the Board, and as an officer, of Antero Resources. Following the effectiveness of each retirement, the size of the Board will be reduced to eight members and seven members, respectively.

Class I Directors

Paul M. Rady Age:6567 Director Since:2004 Chief Executive Officer and Chairman Committee Memberships:None

Key Skills, Attributes and Qualifications:

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:

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Glen C. Warren, Jr. Age:6365 Director Since:2004 President, Chief Financial Officer and Secretary Committee Memberships:None

Key Skills, Attributes and Qualifications:

Has significant experience as a chief financial officer of oil and gas companies, together with his experience as an investment banker and broad industry knowledge.

Other Public Company Boards:

James R. LevyThomas B. Tyree, Jr. Age:4360 Director Since:20132019 Committee Memberships:Audit Committee, Compensation Committee,

Key Skills, Attributes and Qualifications:

Has significant experience with energy companies and investments and broad knowledge of the oil and gas industry.

Other public company boards:

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Class II Directors

Peter R. Kagan Age:51 Director Since:2004 Lead Director Committee Memberships:Nominating & Governance Committee, Conflicts Committee

Key Skills, Attributes and Qualifications:

Has significant experience with energy companies and investments and broad knowledge ofin the oil and gas industry.industry over several decades.

Other Public Company Boards:

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Class II Directors

W. Howard Keenan, Jr. Age:6870 Director Since:2004 Committee Memberships:Nominating & Governance Committee

Key Skills, Attributes and Qualifications:

Has over forty40 years of experience with energy companies and investments and broad knowledge of the oil and gas industry.

Other Public Company Boards:

- 2019 Proxy Statement10Jacqueline C. Mutschler

Joyce E. McConnell Age:6559 Director Since:20182020 Committee Memberships:Audit Committee, Nominating & Governance Committee, Conflicts Committee, Environment, Sustainability and Social Governance (ESG) Committee

Key Skills, Attributes and Qualifications:

Has broad legalover 30 years of experience in the oil and management experience and deep local ties to the West Virginia community in which Antero operates.natural gas industry, including 28 years with BP plc.

Other Public Company Boards:

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Paul J. Korus Age:6264 Director Since:2018 Committee Memberships:Audit Committee (chair) , Compensation Committee, Nominating & Governance Committee, Conflicts Committee

Key Skills, Attributes and Qualifications:

Has over 35 years of experience in the oil and natural gas industry, including in Antero’s areas of operation.industry.

Other Public Company Boards:

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Class III Directors Seeking Reelection

Robert J. Clark Age:7476 Director Since:2013 Committee Memberships:Compensation Committee (chair), Audit Committee, and Nominating & Governance Committee, Conflicts Committee (chair), Environment, Sustainability and Social Governance (ESG) Committee

Key Skills, Attributes and Qualifications:

Has significant experience with energy companies, with over 45 years of experience in the industry.

Other Public Company Boards:

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Benjamin A Hardesty (Lead Director) Age:6971 Director Since:2013 Committee Memberships:Nominating & Governance Committee (chair), Audit Committee, CompensationEnvironment, Sustainability and Social Governance (ESG) Committee

Key Skills, Attributes and Qualifications:

Has significant experience in the oil and natural gas industry, including in Antero’s areas of operation.

Other Public Company Boards:

Vicky Sutil Age: 56 Director Since: 2019 Committee Memberships: Environment, Sustainability and Social Governance (ESG) Committee (chair), Compensation Committee, Nominating & Governance Committee

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:

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CORPORATE GOVERNANCEEXECUTIVE OFFICERS

Recent Corporate Governance DevelopmentsThe table below sets forth the name, age and principal position of each of our executive officers as of December 31, 2020. Effective April 30, 2021, Glen C. Warren, Jr. will retire as President, Chief Financial Officer and Secretary of Antero Resources and President and Secretary of Antero Midstream. Mr. Warren will also step down from the board of directors of both companies as of the same date. Effective upon Mr. Warren’s retirement, (i) Paul M. Rady, currently Chairman and Chief Executive Officer of Antero Resources and Antero Midstream, will also be named President of Antero Resources and Antero Midstream and (ii) Michael N. Kennedy, currently Senior Vice President of Finance at Antero Resources and Antero Midstream and Chief Financial Officer of Antero Midstream, will be named Chief Financial Officer of Antero Resources, will cease to be the Chief Financial Officer of Antero Midstream and will continue to serve as Senior Vice President of Finance of Antero Midstream and Senior Vice President of Finance of Antero Resources. Also effective upon Mr. Warren’s retirement, Mr. Kennedy will be appointed to the board of directors of Antero Midstream (the “Antero Midstream Board”).

Biographical information for Messrs. Rady and Warren is set forth under “Directors” above. References to a position held by one of the below officers at “Antero” means that the person held such position at Antero Resources Corporation, Antero Midstream, the general partner of Antero Midstream GP LP, and the general partner of Antero Midstream Partners LP, as applicable.

On December 7, 2018,Alvyn A. Schopp has served as Antero’s Chief Administrative Officer and Regional Senior Vice President since January 2020, prior to which he served as Antero’s Chief Administrative Officer, Regional Senior Vice President and Treasurer beginning in February 2014. Mr. Schopp has also served as Antero’s Vice President of Accounting and Administration and Treasurer from January 2005 to September 2013, as Antero’s Controller and Treasurer from 2003 to 2005 and as Vice President of Accounting and Administration and Treasurer of Antero’s predecessor company from January 2005 until its sale to XTO Energy, Inc. in April 2005. From 1993 to 2000, Mr. Schopp was CFO, Director and ultimately CEO of T-Netix, Inc. From 1980 to 1993 Mr. Schopp was with KPMG. As a Senior Manager with KPMG, he maintained an extensive energy and mining practice. Mr. Schopp holds a B.B.A. from Drake University.

Michael N. Kennedy has served Antero Resources Corporation’s Senior Vice President of Finance and as Antero Midstream’s Chief Financial Officer, since the Board, upon the recommendationclosing of the Nominating & Governance Committee, appointed Paul J. KorusAntero Midstream’s simplification transactions (the “Simplification Transactions”) in March 2019. Prior to the BoardSimplification Transactions, Mr. Kennedy served as a Class II directorAntero Midstream’s Chief Financial Officer and simultaneously appointedAntero Resources Corporation’s Senior Vice President of Finance beginning in January 2016, prior to which he served as Vice President of Finance beginning in August 2013. Mr. Korus to the Audit Committee. Mr. Korus, whoKennedy was suggested to the Board by a director of an affiliate of Antero, has significant experience in financial matters related to the oil and natural gas industry, most notably as SeniorExecutive Vice President and Chief Financial Officer of CimarexForest Oil Corporation (“Forest”) from 2009 to 2013. From 2001 until 2009, Mr. Kennedy held various financial positions of increasing responsibility within Forest. From 1996 to 2001, Mr. Kennedy was an auditor with Arthur Andersen focusing on the Natural Resources industry. Mr. Kennedy holds a B.S. in Accounting from the University of Colorado at Boulder.

W. Patrick Ash has served as Antero’s Senior Vice President – Reserves, Planning & Midstream, since June 2019, prior to which he served as Vice President of Reservoir Engineering and Planning beginning in December 2017. Prior to joining us, Mr. Ash was at Ultra Petroleum Corp. (“Ultra”) for six years in management positions of increasing responsibility, most recently serving as Vice President, Development, including during and after Ultra’s bankruptcy proceedings in 2016, from which it emerged in 2017. In this position he led the reservoir engineering, geoscience, and corporate engineering groups. From 2001 to 2011, Mr. Ash served in engineering roles at Devon Energy until his retirementCorporation, NFR Energy LLC and Encana Corporation. Mr. Ash holds a B.S. in 2015.Petroleum Engineering from Texas A&M University and a M.B.A. from Washington University in St. Louis.

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

Antero’s sound governance practices and policies provide an important framework to assist the Board in fulfilling its dutyduties to shareholders.stockholders. Antero’s Corporate Governance Guidelines include provisions concerning the following:

The Corporate Governance Guidelines are available on Antero’s website atwww.anteroresources.comin the “Governance” subsection of the “Investors” section. The Nominating & Governance Committee reviews the Corporate Governance Guidelines periodically and as necessary, and any proposed additions to or amendments of the Corporate Governance Guidelines are presented to the Board for its approval.

Director Independence

Rather than adopting categorical standards, the Board assesses director independence on a case-by-case basis, in each case consistent with applicable legal requirements and the listing standards of the New York Stock Exchange (NYSE). After reviewing all relationships each director has with Antero, including the nature and extent of any business relationships, as well as any significant charitable contributions Antero makes to organizations where its directors serve as board members or executive officers, theBoardthe Board has affirmatively determined that the following directors have no material relationships with Antero and are independent as defined by NYSE listing standards: Messrs. Levy, Kagan,Clark, Hardesty, Keenan, Korus, ClarkTyree and HardestyMmes. Mutschler and Ms. McConnell.Sutil. Neither Mr. Rady, the CEO,Antero’s Chief Executive Officer, nor Mr. Warren, theAntero’s President and CFO,Chief Financial Officer, is considered by the Board to be an independent director. Mr. Connor was determined to be independent during his tenure as a director.

Director Independence

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Board Leadership Structure

Antero does not have a formal policy addressing whether the roles of Chairman of the Board and Chief Executive Officer should be separate or combined. The directors serving on the Board have considerable professional and industry experience, significant experience as directors of both public and private companies, and a unique knowledge of the challenges and opportunities Antero faces. Accordingly, the Board believes it is in the best position to evaluate Antero’s needs and to determine how best to organize Antero’s leadership structure to meet those needs at any given time.

At present, the Board has chosen to combine the positions of Chairman and Chief Executive Officer. The Board believes the current Chief Executive Officer is the individual with the necessaryexperience,necessary experience, commitment, and support of the other members of the Board to effectively carry out the role of Chairman. Mr. Rady brings valuable insight to the Board due to the perspective and experience he brings both as our Chief Executive Officer and as one of our founders. As the principal executive officer since our inception, Mr. Rady has unparalleled knowledge of our business and operations. As a significant stockholder, Mr. Rady is invested in our long-term success. In addition, the Board believes that combining the roles of Chairman and CEOChief Executive Officer at the present time promotes strong alignment of strategic development and execution, effective implementation of strategic initiatives, and clear accountability for Antero’s success or failure. Moreover, sincebecause seven of the nine directors are independent under NYSE rules, the Board believes this leadership structure does not impede independent oversight of Antero.

The Nominating & Governance Committee reviews this leadership structure every year. The Board believes it is important to retain the flexibility to determine whether the roles of Chairman and Chief Executive Officer should be separated or combined.

Executive Sessions; Election of Lead Director

To facilitate candid discussion among Antero’s directors, the non-management directors meet in regularly scheduledin executive sessions.

Pursuant to theThe Corporate Governance Guidelines permit the Board, based on the recommendation of the Nominating & Governance Committee, is permitted to choose a Lead Director to preside at these executivesessions. The Board elected Mr. Kagan to serve in this role.executive sessions. As the Lead Director, Mr. KaganHardesty provides, in conjunction with the Chairman, leadership and guidance to the Board. He also chairs executive sessions of the non-management directors and establishes the agenda for these meetings.

How Director Nominees are Selected

Renominating incumbent directors

Before recommending to the Board that an existing director be nominated for reelection at the annual meeting of shareholders,stockholders, the Nominating & Governance Committee will review and consider the director’s:

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Appointing new directors and filling vacancies

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. Although the Board does not have a formal policy on diversity, theThe Nominating & Governance Committee considers diversity along with other factors inwhen reviewing director candidates.

The Board created a detailed matrix to formalize the process of selecting new directors. The matrix pinpoints:

Currently, ourAs of the date hereof, the Board embodies(which includes Mr. Warren and Mr. Korus) embodied a diverse set of experiences, qualifications, attributes, and skills, as shown below:below (which amounts include Messrs. Warren and Korus):

The Nominating & Governance Committee will treat informal recommendations for directors that are received from Antero’s shareholdersstockholders in the same manner as recommendations received from any other source.

Majority Vote Director Resignation Policy

Directors are elected by a plurality of votes cast in an uncontested election. The Corporate Governance Guidelines require that an incumbent director who fails to receive the required number of votes for reelection must tender a resignation. The Nominating & Governance Committee will act on an expedited basis to determine whether to accept any such resignation, and will submit its recommendationforrecommendation for prompt consideration by the Board. The Board expects the director whose resignation is under consideration to abstain from participating in this decision. The Nominating & Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

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Board’s Role in Risk Oversight

In the normal course of its business, Antero is exposed to a variety of risks, including market risks relating to changes in commodity prices, interest rate risks, technical risks affecting Antero’s resource base, political risks, and credit and investment risk. At least annually, our Board receives updates from management regarding information security, cyber security and data security risks in connection with Antero’s Enterprise Risk Management program. The Board and each of its committees has distinct responsibilities for monitoring those risks, as shown below.

Board and Committee Self-Evaluations

The Board believes that a robust and constructive evaluation process is an essential component of Board effectiveness and good corporate governance. To that end, the Board and each of its standing committees conducts an annual self-assessment to evaluate their performance, composition, and effectiveness, and to identify areas for improvement.Theseimprovement.

These evaluations take the form of wide-ranging and candid discussions. The Lead Director facilitates discussions evaluating the full Board, and the committee chairs facilitate discussions regarding their respective committees. The Board and committee evaluations occasionally lead to changes in practices or procedures.

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Meetings

The Board held ten11 meetings in 2018.2020. The eight then-serving outside directors (Messrs. Levy, Kagan, Keenan, Connor, Korus, Clark and Hardesty and Ms. McConnell) held four executive sessions. No director attended fewer than 75% of the meetings of the Board and of the committees of the Board on which that director served during the respective period he or she served.

Pursuant to Antero’s Corporate Governance Guidelines, directors are encouraged to attend the Annual Meetings of Shareholders.Stockholders. All of the then-serving members of ourthe Board attended the 20182020 Annual Meeting.

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Interested Party Communications

General Communications

ShareholdersStockholders and other interested parties may communicate with us by writing to Antero Resources Corporation, 1615 Wynkoop Street, Denver, Colorado 80202. ShareholdersStockholders may submit their thoughts to the Board, any committee of the Board, or individual directors on a confidential or anonymous basis by sending the communication in a sealed envelope marked “Shareholder“Stockholder Communication with Directors” and clearly identifying the intended recipient(s).

Antero’s Chief Administrative Officer will review and forward each communication, as expeditiously as reasonably practicable, to the addressee(s) if: (1) thecommunicationthe communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication; and (2) the communication falls within the scope of matters generally considered by the Board. To the extent the subject matter of a communication is appropriate and relates to matters that have been delegated by the Board to a committee other than the addressee(s) or to an executive officer of Antero, the Chief Administrative Officer also may forward the communication to the executive officer or the chair of the applicable committee.

Legal or Compliance Concerns

Information regarding legal or compliance concerns may be submitted confidentially and anonymously, although Antero may be obligated by law to disclose the information or identity of the person providing the information in connection with government or private legal actions and in other circumstances.

Antero’s policy is not to take anyadverseany adverse action, and not to tolerate any retaliation, against any person for asking questions or making good faith reports of possible violations of law, Antero’s policies or our Corporate Code of Business Conduct and Ethics.

Insider Trading Policy

Antero’s Insider Trading Policy, which applies to Antero’s employees, officers, and directors, prohibits hedging of Antero securities and engaging in any other transactions involving Antero-based derivative securities, regardless of whether the covered person is in possession of material,non-public information. Purchasinginformation, except with regard to the vesting of securities acquired pursuant to Antero’s incentive, retirement, stock purchase, or dividend reinvestment plans, or other transactions involving purchases and sales of company securities between a covered person and Antero. Antero’s Insider Trading Policy also prohibits purchasing Antero common stock on margin (e.g., borrowing money to fund the stock purchase) and pledging Antero securities are also strictly prohibited.securities.

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Available Governance Materials

The following materials are available on Antero’s website atwww.anteroresources.comunder “Investors” and then “Governance.“Governance—Governance Documents.”

ShareholdersStockholders may obtain a copy, free of charge, of eachany of these documents by sending a written request to Antero Resources Corporation, 1615 Wynkoop Street, Denver, Colorado, 80202. Any amendments to Antero’s Corporate Code of Business Conduct and Ethics will be posted in the “Governance” subsection of Antero’s website.

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BOARD COMMITTEES

General

The Board had threefive standing committees in 2018:2020: the Audit Committee, the Compensation Committee, and the Nominating & Governance Committee, the Conflicts Committee and the Environment, Sustainability and Social Governance (ESG) Committee. The charters of all three committeesthe Audit Committee, Compensation Committee, Nominating & Governance Committee and Environment, Sustainability and Social Governance (ESG) Committee are available on Antero’s website at www.anteroresources.com in the “Governance”“Governance—Governance Documents” subsection of the “Investors” section.

The Board creates ad hoc committees on an as-needed basis. In 2018, Robert J. Clark, Benjamin A. Hardesty, and Joyce E. McConnell served on anad hoc Special Committee formed by the Board to review certain potential related party transactions discussed below under the heading “Impact of Simplification Transaction.” The Board established a Conflicts Committee as a standing committee of the Board in connection with the closing of these transactions in March 2019. As such, thereThere were no meetings of the Conflicts Committeead hoc committees in 2018.2020.

Audit Committee

Members: Current Members*: Paul J. Korus (chair), Richard W. Connor*, Robert J. Clark, Benjamin A. Hardesty, Jacqueline C. Mutschler, Thomas B. Tyree, Jr.

Number of meetings in 2018:2020: 5

The Audit Committee oversees, reviews, acts on, and reports to the Board on various auditing and accounting matters, to the Board, including:

In addition, the Audit Committee oversees Antero’s compliance programs relating towith legal and regulatory requirements.requirements relating to financial, accounting, auditing and related compliance matters.

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Rules implemented by the NYSE and the Securities and Exchange Commission (“SEC”) require Antero to have an audit committee composed of at least three directors who meet particular independence and experience standards. The Board has determined that all members of the Audit Committee meet the heightened independence standards applicable to audit committee members. In addition, due to Mr. Korus’ substantial financial experience (based on his extensive background in technical accounting and auditing matters as the former Chief Financial Officer of Cimarex Energy), Anterothe Board believes each of Mr. Korus and Mr. Tyree is an “audit committee financial expert” as defined in SEC rules.

*Richard W. Connor is no longer a member of Antero’s Board. Mr. Connor was the chair of the Audit Committee until his resignation on January 24, 2019, at which point Mr. Korus became the chair.

Compensation Committee

Members: Current Members*: Robert J. Clark (chair), Benjamin A. Hardesty, James R. LevyPaul J. Korus, Vicky Sutil, Thomas B. Tyree, Jr.

Number of meetings in 2018: 52020**: 11

The Compensation Committee establishes salaries, incentives and other forms of compensation for our executive officers. The Compensation Committee also administers Antero’s incentive compensation and benefit plans, as well asand reviews and recommends to the Board for approval the compensation of our non-employee directors.

Rules implemented by the NYSE require Antero to have a compensation committee composed of members who satisfy NYSE independence standards. All members of the Compensation Committee meet the NYSE’s independence standards, including the heightened requirements applicable to compensation committee members, and also meet the heightened independence requirements under SEC rules and the tax code. No Antero executive officer serves on the board of directors of a company that has an executive officer thatwho serves on ourthe Board.

*	- 2019 Proxy StatementMr. Korus is not up for reelection and will no longer serve on the Compensation Committee following the Annual Meeting.18
**	Includes joint meetings with the compensation committee of Antero Midstream Corporation.

Nominating & Governance Committee

Members: Current Members*: Benjamin A. Hardesty (chair), Peter R. Kagan, Richard W. Connor*, Robert J. Clark, W. Howard Keenan, Jr., RobertPaul J. Clark, Joyce E. McConnellKorus, Jacqueline C. Mutschler, Vicky Sutil, Thomas B. Tyree, Jr.

Number of meetings in 2018: 72020**: 6

The Nominating & Governance Committee identifies, evaluates and recommends qualified nominees to serve on the Board, develops and oversees Antero’sinternalAntero’s internal corporate governance processes, and directs all matters relating to the succession of Antero’s CEO.Chief Executive Officer.

Rules implemented by the NYSE require Antero to have a nominating & governance committee composed entirely of independent directors. All members of the Nominating & Governance committeeCommittee meet the NYSE’s independence standards.

Conflicts Committee

Current Members*: Robert J. Clark (chair), Paul J. Korus, Jacqueline C. Mutschler, Thomas B. Tyree, Jr.

Number of meetings in 2020: None

The Conflicts Committee assists the Board in investigating, reviewing and evaluating certain potential conflicts of interest, including those between Antero and Antero Midstream, and carries out any other duties delegated by the Board that relate to potential conflict matters.

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Environment, Sustainability and Social Governance (ESG) Committee

Current Members: Vicky Sutil (chair), Robert J. Clark, Benjamin A. Hardesty, Jacqueline C. Mutschler

Number of meetings in 2020*: 3

The Environment, Sustainability and Social Governance (ESG) Committee provides guidance to the Board on, and oversees Antero’s risk management policies related to corporate citizenship, environmental sustainability, and social and political trends, issues and concerns, and advises the Board and management on significant public policy issues that are pertinent to the Company and its stakeholders.

During 2020, the Environment, Sustainability and Social Governance (ESG) Committee reviewed the Company’s ESG practices and procedures.

Following such review, the Company published its 2020 Corporate Sustainability Report, which is available at https://www.anteroresources.com/ community-sustainability, and the Company adopted a Diversity and Inclusion Policy, a Supplier Code of Business Conduct and Ethics and a Human, Labor and Indigenous Rights Policy, all of which are available at https://www.anteroresources.com/investors/ corporate-governance/governance-documents. The Environment, Sustainability and Social Governance (ESG) Committee will continue to advise the Board on ESG matters.

COMPENSATION OF DIRECTORS

General

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 on a periodic basis and recommends it to the Board for approval.

Our employee directors, Messrs. Rady and Warren, do not receive additional compensation for their services as directors. All compensation that Messrs. Rady and Warren received from Antero as employees is disclosed in the Summary Compensation Table.

Messrs. Kagan and Levy have agreed or are otherwise obligated to transfer all or a portion of the compensation they receive for their service as directors to the shareholders with which they are affiliated.

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Annual Cash Retainers

The non-employee directors received the following cash compensation for their services during the 20182020 fiscal year:year, prorated for a partial year of service:

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All retainers are paid in cash on a quarterly basis in arrears, but directors have the option to elect, on an annual basis, to receive all or a portion of their cash retainers in the form of shares of our common stock. Directors do notFor 2020, the directors who are members of committees of the Board were eligible to receive any meeting fees butof $1,500 for each director iscommittee meeting attended in excess of ten meetings for such committee per calendar year (up to a maximum of $22,500 per committee). Directors are also reimbursed for (1) travel and miscellaneousreasonable expenses incurred (i) to attend meetings and activities of the Board or its committees, and (2) travel and miscellaneous expenses related(ii) to the director’sfacilitate participation in general education and orientation programs for directors.

Equity-Based Compensation and Stock Ownership Guidelines

In addition to cash compensation, our non-employee directors receive annual equity-based compensation consisting of fully-vested stock with an aggregate grant date value equal to $200,000, subject to the terms and conditions of the Antero Resources Corporation 2020 Long-Term Incentive Plan (“AR LTIP”) and the award agreements pursuant to which such awards are granted. These awards are granted in arrears on a quarterly basis such that each grant has a grant date fair value of approximately $50,000. In light of market conditions, the Board did not grant any stock-based compensation for the first quarter of 2020.

Under our stock ownership guidelines, each of our non-employee directors other than Messrs. Kagan, Keenan, and Levy is required to own shares of ourcommonour common stock with a fair market value equal to at least five times the amount of their annual cash retainer within five years of being appointed to the Board. These stock ownership guidelines are designed to align our directors’ interests more closely with those of our stockholders. All of the directors who are subject to this requirement and who have been on the Board for at least five years are in compliance with the ownership guidelines.

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Total Non-Employee Director Compensation

The following table provides information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2018.2020.

Name		Fees Earned or Paid in Cash ($)(1)				Stock Awards ($)(2)			Total ($)
Peter R. Kagan(3)			80,000			200,000			280,000
W. Howard Keenan, Jr.			75,000			200,000			275,000
Richard W. Connor(4)			95,000			200,000			295,000
Robert J. Clark(3)			137,500			200,000			337,500
Benjamin A. Hardesty			122,500			200,000			322,500
James R. Levy(3)			75,000			200,000			275,000
Joyce E. McConnell			95,000			200,000			295,000
Paul J. Korus(5)			19,375			13,585			32,960

		Fees Earned
		or Paid in Cash				Stock Awards				Total
Name		($)(1)				($)(2)				($)
Robert J. Clark			98,750				150,001				248,751
Benjamin A. Hardesty			117,500				150,001				267,501
W. Howard Keenan, Jr.			75,000				150,001				225,001
Paul J. Korus(3)			102,500				150,001				252,501
Vicky Sutil			91,250				146,739				237,989
Thomas B. Tyree, Jr.			87,500				146,739				234,239
Jacqueline C. Mutschler(3)			83,125				100,101				183,126
Joyce E. McConnell(3)			18,750				50,000				68,750

(1)	Includes annual cash retainer, committee fees, and committee chair fees forand meeting fees earned by each non-employee director during fiscal 2018,2020, as more fully explained above.
(2)	Amounts in this column reflect the aggregate grant date fair value of stockshares granted under the AR LTIP into each non-employee director during fiscal year 2018,2020, computed in accordance with the rules of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718.718”). See Note 910 to our consolidated financial statements on Form 10-K for the year ended December 31, 2018,2020, for additional detail regarding assumptions underlying the value of these equity awards. The grant date fair valueEach of Messrs. Clark, Hardesty and Keenan holds 3,003 exercisable stock options, in each case, previously granted to such director under the Antero Resources Corporation Long-Term Incentive Plan (the “Prior LTIP”).
(3)	Ms. McConnell resigned from the Board effective March 1, 2020, and Ms. Mutschler was appointed to the Board effective March 31, 2020. Mr. Korus is not up for stock awards is basedreelection and will no longer serve on the closing price of our common stock onBoard following the grant date.Annual Meeting.
(3)	Messrs. Kagan and Levy elected to receive all of their retainer fees for the 2018 fiscal year in the form of common stock. Mr. Clark elected to receive his retainer fees for the first three quarters of the 2018 fiscal year in the form of common stock.
(4)	Mr. Connor resigned as a director on January 24, 2019.
(5)	Mr. Korus was appointed as a director on December 7, 2018.
(6)	During 2018, Messrs. Clark and Hardesty and Ms. McConnell received additional fees of $25,000, $20,000, and $20,000, respectively, in connection with their service on the special committee created for purposes of evaluating and approving the Transactions.

 

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ITEM TWO:

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The Audit Committee of the Board has selected KPMG LLP as Antero’s independent registered public accounting firm for the year ending December 31, 2019.2021. KPMG LLP has audited Antero’s and its predecessor’s financial statements since 2003. The Audit Committee annually evaluates the accounting firm’s qualifications to continue to serve Antero. In evaluating the accounting firm, the Audit Committee considers the reputation of the firm and the local office, the industry experience of the engagement partner and the engagement team, and the experience of the engagement team with clients of similar size, scope and complexity as Antero. The Audit Committee is directly involved in the selection of the new engagement partner when rotation is required every five years in accordance with SEC rules. KPMG LLP completed the audit of Antero’s annual consolidated financial statements for the year ended December 31, 2018,2020, on February 13, 2019.17, 2021.

 

The Board is submitting the selection of KPMG LLP for ratification at the Annual Meeting. The submission of this matter for ratification by shareholdersstockholders is not legally required, but the Board and the Audit Committee believe the ratification proposal provides an opportunity for shareholdersstockholders to communicate their views about an important aspect of corporate governance. If our shareholdersstockholders do not ratify the selection of KPMG LLP, the Audit Committee will reconsider, but will not be required to rescind, the selection of that firm as Antero’s independent registered public accounting firm.

 

Representatives of KPMG LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement, and are expected to be available to respond to appropriate questions.

 

The Audit Committee has the authority and responsibility to retain, evaluate and replace Antero’s independent registered public accounting firm. ShareholderStockholder ratification of the appointment of KPMG LLP does not limit the authority of the Audit Committee to change Antero’s independent registered public accounting firm at any time.

 

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERSSTOCKHOLDERS VOTEFORTHE RATIFICATION OF THE SELECTION OF KPMG LLP AS ANTERO’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2019.2021.

 

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AUDIT MATTERS

 

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether made before or after the date hereof and irrespective of any general incorporation language in such filing.

 

Audit Committee Report

 

Pursuant to its charter, the Audit Committee’s principal functions includeinclude: (i) overseeing the duty to: (i) overseeaccounting and financial reporting process of Antero and audits of Antero’s financial statements (ii) the appointment, compensation, retention and oversight of the work of the independent auditors hired for the purpose of issuing an audit report or performing other audit, review or attest services for Antero; (ii) pre-approve(iii) pre-approving audit or non-audit services proposed to be rendered by Antero’s independent registered public accounting firm; (iii)(iv) annually reviewreviewing the qualifications and independence of the independent registered public accounting firm’s engagement partner and other senior personnel who are providing services to Antero; (iv) review(v) reviewing with management and the independent registered public accounting firm Antero’s annual and quarterly financial statements, earnings press releases, and financial information and earnings guidance provided to analysts and ratings agencies; (v) oversee Antero’s internal audit function; (vi) ratifyapproving or ratifying certain related party transactions as set forth in Antero’s Related Persons Transactions Policy; (vii) reviewreviewing with management Antero’s major financial risk exposures; (viii) assistassisting the Board in monitoring compliance with legal and regulatory requirements;requirements relating to financial, accounting, auditing and related compliance matters; (ix) preparepreparing the report of the Audit Committee for inclusion in Antero’s proxy statement; and (x) annually reviewreviewing and reassessreassessing its performance and the adequacy of its charter.

 

While the Audit Committee has the responsibilities and powers set forth in its charter, and Antero’s management and the independent registered public accounting firm are accountable to the Audit Committee, it is not the duty of the Audit Committee to plan or conduct audits or to determine that Antero’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles and applicable laws, rules and regulations.

 

In performing its oversight role, the Audit Committee has reviewed and discussed Antero’s audited financial statements with management and the independent registered public accounting firm.

The Audit Committee also has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable standards and regulations of the Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees.(the “PCAOB”). The Audit Committee has received the written disclosures and the written statement from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee also has considered whether the provision of non-audit services by the independent registered public accounting firm to Antero is compatible with maintaining the firm’s independence, and has discussed with the independent registered public accounting firm its independence.

 

Based on the reviews and discussions described in this Audit Committee Report, and subject to the limitations on the roles and responsibilities of the Audit Committee referred to herein and in its charter, the Audit Committee recommended to the Board that Antero’s audited financial statements for the year ended December 31, 2018,2020, be included in the Form 10-K, which was filed with the SEC on February 13, 2019. As recommended by the NYSE’s corporate governance rules, the Audit Committee also considered whether, to ensure continuing auditor independence, it would be advisable to regularly rotate Antero’s independent registered public accounting firm. The Audit Committee has concluded that the current benefits to Antero from continued retention of KPMG LLP warrant retaining the accounting firm as Antero’s independent registered public accounting firm for the year ending December 31, 2019. The Audit Committee will continue to review this issue on an annual basis.17, 2021.

 

Members of the Audit Committee:Committee*:

 

Paul J. Korus (Chairman)

Robert J. Clark

Benjamin A. Hardesty

Jacqueline C. Mutschler

Thomas B. Tyree, Jr.

 

*	Includes all members of the Audit Committee as of the time the Audit Committee Report was approved for inclusion in this Proxy Statement.

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Audit and Other Fees

 

The table below sets forth the aggregate fees and expenses billed by KPMG LLP for the last two fiscal years to Antero (in thousands):

 

		For the Years Ended December 31
		2017				2018
Audit Fees(1)
Audit and Quarterly Reviews		$	1,880			$	2,095
Other Filings			452				153
SUBTOTAL			2,332				2,248
Audit-Related Fees			—				—
Tax Fees			—				—
All Other Fees			—				—
TOTAL		$	2,332			$	2,248

		For the Years Ended December 31
		2019				2020
Audit Fees(1)
Audit and Quarterly Reviews		$	1,495			$	1,735
Other Filings			—				—
SUBTOTAL			1,495				1,735
Audit-Related Fees(2)			100				455
Tax Fees			—				—
All Other Fees			—				—
TOTAL		$	1,595			$	2,190

(1)	Includes (a) the audit of Antero’s annual consolidated financial statements included in the Annual Report on Form 10-K and internal controls over financial reporting and review of Antero’s quarterly financial statements included in Quarterly Reports on Form 10-Q, and review of Antero’s10-Q.
(2)	Represents fees related to other filings with the SEC, including comfort letters and consents, and (b) the audit of the financial statements of Antero Midstream Partners LP.filings.

 

The charter of the Audit Committee and its pre-approval policy require that the Audit Committee to review and pre-approve the independent registered public accounting firm’s fees for audit, audit-related, tax and other services. The Chairman of the Audit Committee has the authority to grant pre-approvals up to a certain limit, provided such approvals are within the pre-approval policy and are ratified by the Audit Committee at a subsequent meeting. For the year ended December 31, 2018,2020, the Audit Committee approved 100%all of the services described above.

 

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ITEM THREE:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

Our policies are conceived with the intention of attracting and retaining highly qualified individuals capable of contributing to the creation of value for our shareholders.stockholders. Our programs arecompensation program for 2020 was designed to be competitive with market practices and to align the interests of our Named Executive Officers with those of Antero and its shareholders.stockholders.

 

ShareholdersStockholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation design and practices reflect our compensation philosophy.philosophy for calendar year 2020. The Compensation Committee and the Board believe that our compensation practices arefor 2020 were effective in implementing our guiding principles.

 

Pursuant to Section 14A of the Securities Exchange Act, of 1934 (the “Exchange Act”), we are submitting this annual proposal to our shareholdersstockholders for an advisory vote to approve the compensation of our Named Executive Officers. This proposal, commonly known as a “say-on-pay” proposal, gives shareholdersstockholders the opportunity to express their views on the compensation of our Named Executive Officers.Officers for 2020. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers for 2020 and the principles, policies and practices described in this Proxy Statement. Accordingly, the following resolution is submitted for shareholderstockholder vote at the Annual Meeting:

 

“RESOLVED, that the shareholdersstockholders of Antero Resources Corporation approve, on an advisory basis, the compensation of its named executive officers during 2020 as disclosed in the proxy statement for the 20192021 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and other related tables and disclosures.”

 

As this is an advisory vote, the result is not likely to affect previously granted compensation. The Compensation Committee will consider the outcome of the vote when evaluating our compensation practices going forward.

 

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERSSTOCKHOLDERS VOTEFOR THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

This Compensation Discussion and Analysis provides details on the following matters:

 

•	Our 20182020 say-on-pay advisory vote and
	vote;
•	Our 20182020 executive compensation program and the compensation awarded under that program.program;
•	Material actions taken with respect to our 2021 executive compensation program; and
•	Pertinent executive compensation policies.

 

2018 NAMED EXECUTIVE OFFICERS2020 Named Executive Officers

The table below sets forth the name and principal position of each of our 2020 Named Executive Officers. Effective April 30, 2021, Glen C. Warren, Jr. will retire as President, Chief Financial Officer and Secretary of Antero Resources and President and Secretary of Antero Midstream. Mr. Warren will also step down from the board of directors of both companies as of the same date. Effective upon Mr. Warren’s retirement, (i) Paul M. Rady, currently Chairman and Chief Executive Officer of Antero Resources and Antero Midstream, will also be named President of Antero Resources and Antero Midstream and (ii) Michael N. Kennedy, currently Senior Vice President of Finance at Antero Resources and Antero Midstream and Chief Financial Officer of Antero Midstream, will be named Chief Financial Officer of Antero Resources, will cease to be the Chief Financial Officer of Antero Midstream and will continue to serve as Senior Vice President of Finance of Antero Midstream and Senior Vice President of Finance of Antero Resources. Also effective upon Mr. Warren’s retirement, Mr. Kennedy will be appointed to the Antero Midstream Board.

 

Name	Principal Position
Paul M. Rady	Chairman of the Board and Chief Executive Officer
Glen C. Warren, Jr.	Director, President, Chief Financial Officer and Secretary
Alvyn A. Schopp	Chief Administrative Officer and Regional Senior Vice President and Treasurer
Kevin J. Kilstrom	Senior Vice President—Production
Michael N. Kennedy	Senior Vice President—Finance
W. Patrick Ash	Senior Vice President—Reserves, Planning and Antero Midstream Corporation Chief Financial Officer

 

20182020 Say-on-Pay Advisory Vote

 

At the Company’s 20182020 annual meeting, theour stockholders of the Company were asked to approve, on an advisory basis, the compensation of the Named Executive Officers. Advisory votes in favor of our executive compensation program were cast by over 98%approximately 97% of the shares of common stock of the Company counted as present and entitled to vote at the Company’s 2018 annualsuch meeting.

The Compensation Committee tookconsidered the results of the “Say on Pay” vote in account when evaluating the compensation of the Named Executive Officers in 2018.2020. We have continued, and plan to continue, engagingseeking to engage in ongoing shareholderstockholder outreach regarding corporate governance generally, including executive compensation programs.

 

Compensation Philosophy and Objectives of Our Compensation Program

 

Since our inception, our compensation philosophy has been predominantly focused on recruiting individuals who are motivated to help us achieve superior performance and growth. Our company was founded by entrepreneurs whose strategy was to employ high-impact executives who are extremely

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effective at sparking superior performance with low overhead. These highly qualified and experienced individuals have contributed to the continued success of our Company, driving an 20% compound annual growth rate in debt-adjusted net production per share andCompany. As a 21% compound annual growth rate in oil and gas net proved reserves since the Company’s 2013 IPO.

Historically, to achieve our objectives, we sought to implement a compensation program that reflected the unique strategy and entrepreneurial cultureresult of our organization. Specifically, we sought to rewardhistorical emphasis on long-term equity-based compensation, as of April 22, 2021, our Named Executive Officers by emphasizing long-term equity-based incentive compensation, which allowed our senior leaders to build significant ownership in the Company. We believe this approach served to motivate our Named Executive Officers and align their interests with those of the Company and our shareholders. Our Named Executive Officers currently hold approximately 9%9.4% of our outstanding shares, which ensures they identify with the best interests of our shareholders.stockholders.

 

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As the Company continuesWe seek to mature, we are continuing to transition from an entrepreneurial-based management incentive structure toattract, retain, and motivate exceptional executive talent by providing our executives with a more traditionalcompetitive mix of fixed, time-based and performance-based compensation. Our performance-based compensation program. This transition called for us to make certain modifications to our compensation philosophy and attendant adjustments in our compensation program. More specifically, our goal is to focusprogram focuses on motivating returns and value creation per share, that will reward more disciplined capital investment, efficient operations, and freegeneration of distributable cash flow generation. In addition, for calendar year 2018, we adopted a simplified annual incentive program that focuses on four key performance metrics. Further, our compensation program targets the market median for all elements of our Named Executive Officers’ compensation.flow. We believe these changes to our compensation philosophy and practices promotedfor 2020 promote a strongerstrong alignment between Named Executive Officer pay and Company performance, and deliver greater valuewhile providing our Compensation Committee with the flexibility necessary to our shareholders as our Company continues to grow and mature.ensure that compensation was appropriate for this anomalous year.

 

Compensation Best Practices

 

Our Compensation Committee is committed to maintaining compensation best practices and employing methods that motivate our executives create long-term value while minimizing risk to investors. The following table highlights the compensation best practices we follow:followed during 2020 with respect to our Named Executive Officers:

 

What We Do
	Use a representative and relevant peer group
	Target the market median for all elements of Named Executive Officers’reasonable compensation levels relative to peers with a focus on performance-based, at-risk components
	ApplyEnforce robust minimum stock ownership guidelines
	Link annual incentive compensation to the achievement of objective pre-established performance goals tied to operational and strategic priorities
	Evaluate the risk of our compensation programs
	Use and review compensation tally sheets
	Provide 100% long-term incentive awards in the form of performance-based equity
	UseEngage an independent compensation consultant
	Maintain a clawback policy

What We Don’t Do
	No tax gross ups for executive officers
	No “single-trigger” change-in-control cash payments
	No excessive perquisites
	No severance arrangements for Named Executive Officers
	No guaranteed bonuses for Named Executive Officers
	No management contracts
	No re-pricing, backdating or underwater cash buy-outs of options or stock appreciation rights
	No hedging or pledging of Company stock
	No separate benefit plans for Named Executive Officers
	No granting of 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

 

Implementing Our Compensation Program Objectives

 

Role of the Compensation Committee

 

The Compensation Committee oversees all matterselements of our executive compensation program and has the final decision-making authority on all executive compensation matters. Each year, the Compensation Committee reviews, modifies (if necessary), and approves our peer group, corporatethe goals and objectives relevant to the compensation of the Company’s Chief Executive Officer (“CEO”) and the other executive officers, andNamed Executive Officers, as well as the executive compensation program.program as a whole, including performance goals for the annual cash incentive program, if applicable, and long-term equity awards. In addition, the Compensation Committee is responsible for reviewing the performance of the CEOChief Executive

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Officer and the Company’s President, Chief Financial Officer and Secretary (“President/CFO”) within the framework of our executive compensation goals and objectives. Based on this evaluation, the Compensation Committee sets the compensation of the CEOChief Executive Officer and the President/CFO.

The CEO and the President/CFO typically provide recommendations to the Compensation Committee regarding the compensation levels for the other executive officers and for our executive compensation program as a whole. In making their recommendations, the CEO and the President/ CFO consider each executive officer’s performance during the year, the Company’s performance during

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the year, and comparable company compensation levels and independent oil and gas company compensation surveys. The Compensation Committee considers these recommendations when reviewing the performance of, and setting compensation for, the other executive officers.

 

Actual compensation decisions for individual officers are the result of a subjective analysis of a number of factors, including the individual officer’s role within our organization, performance, experience, skills or tenure with us, changes to the individual’s position, and relevant trends in compensation practices.

 

The Compensation Committee also considers a Named Executive Officer’s current and prior aggregate compensation when setting future compensation. Specifically, current compensation is considered a base, and theThe Compensation Committee determines whether adjustments to that basecompensation are necessary to adopt emerging best practices, reflect Company performance, retain theeach executive in light of competition and toor provide continuingadditional or different performance incentives. Thus, the Compensation Committee’s decisions regarding compensation are the result of the exercise of judgment based on all reasonably available informationinformation.

Role of the Antero Midstream Compensation Committee and Allocation of Compensation Expenses

Our Named Executive Officers provide services to us and to that extent,Antero Midstream Corporation (including its consolidated subsidiaries, as applicable, “Antero Midstream”). As a result, our Compensation Committee holds portions of its meetings jointly with the compensation is discretionary.committee of the Antero Midstream Board (the “AM Compensation Committee”). During these joint meetings in Spring 2020, the Compensation Committee and the AM Compensation Committee discussed and established each Named Executive Officer’s aggregate total compensation for services provided to both companies, including base salary, aggregate total target annual cash incentive value, and aggregate total target long-term incentive value. Performance metrics for each company’s annual cash incentive program, if applicable, and the terms and provisions of all long-term incentive awards granted by each company are established separately by each of our Compensation Committee and the AM Compensation Committee.

 

The percentage of all non-compensation general and administrative expenses reimbursed to us by Antero Midstream is calculated quarterly based 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”). We pay all elements of cash compensation to, and provide all benefits for, our Named Executive Officers. The portion of each Named Executive Officer’s base salary that was reimbursed by Antero Midstream for 2020 was calculated using the average Reimbursement Percentage for each of the four quarters in 2020, which was 27.25% (the “2020 NEO AM Reimbursement Percentage”).

While our Compensation Committee remained in communication with the AM Compensation Committee regarding long-term incentive awards granted in 2020, each worked independently to determine the value appropriate for grant from each respective company. Our Compensation Committee and the AM Compensation Committee then met to make sure the individual long-term incentive awards combine to achieve an overall award level in line with each company’s compensation philosophy.

Antero Midstream also 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 2020 NEO AM Reimbursement Percentage.

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 2020. For information regarding compensation paid to our Named Executive Officers for services provided to Antero Midstream in 2020, please see the Proxy Statement filed by Antero Midstream on April 28, 2021.

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Role of Management

The Chief Executive Officer and the President/ CFO typically provide recommendations to the Compensation Committee and the AM Compensation Committee regarding the compensation levels for the other Named Executive Officers and for our executive compensation program as a whole. In making their recommendations, the Chief Executive Officer and the President/CFO consider each Named Executive Officer’s performance during the year, the Company’s performance during the year, compensation levels of similarly situated executives of companies with which we compete for executive talent, and independent oil and gas company compensation surveys. The Compensation Committee, in joint discussion with the AM Compensation Committee, considers these recommendations when reviewing the performance of, and setting compensation for, the other executive officers.

Role of External Advisors

 

The Compensation Committee has the authority to retain an independent executive compensation consultant. For 2018,2020, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“F.W. Cook”). In compliance with the SEC and NYSE disclosure requirements, the Compensation Committee reviewed the independence of F.W. Cook under six independence factors. After its review, the Compensation Committee determined that F.W. Cook was independent.

 

In 2018,2020, F.W. Cook:

 

•	Collected and reviewed all relevant companyCompany information, including our historical compensation data and our organizational structure;
•	With input from management, established aconfirmed the peer group of companies to use for executive compensation comparisons;
•	Assessed our compensation program’s position relative to market for our Named Executive Officers and other vice presidents and relative to our stated compensation philosophy;
•	Prepared a report of its analysis, findings and recommendations for our executive compensation program; and
•	Completed other ad hoc assignments, such as helping with the design of incentive arrangements.

 

F.W. Cook’s reports were provided to the Compensation Committee and the AM Compensation Committee in 20182020 and also used by Messrs. Rady and Warren in making their recommendations to the Compensation Committee and the AM Compensation Committee. In early 2021, the Compensation Committee engaged Longnecker & Associates (“Longnecker”) to replace F.W. Cook as its independent compensation consultant. Longnecker was involved in decisions related to the 2020 annual cash bonus as well as changes to the 2021 compensation programs.

 

Competitive BenchmarkingPeer 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 Warren, the Compensation Committee and the AR Compensation Committee used market compensation data provided by F.W. Cook to assess the total compensation levels of our top five executivesNamed Executive Officers relative to market, and to make recommendations to the Compensation Committee.market. Market data is developed by comparing each executive officer’s compensation with that of similarly situated officers in similar positions withof companies in our Peer Group (described below) and with those in theof E&P industrycompanies in general. To the extent possible,In determining whether an officer is similarly situated, we consider the specific responsibilities assumed by our executives and those assumed by executives at other organizations, (based on peer SEC filings) to determine whether the positions are comparable. Weand 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 20182020 Oil and Gas E&P Industry Compensation Survey prepared by Effective Compensation, Incorporated.

 

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Peer Group

 

In 2018, F.W. Cook identifiedrecommended, and after evaluation and discussion the Compensation Committee approved, a peer group for use in determining compensation for 2020 of onshore publicly traded oil and gas companies that are reasonably similar to us in terms of size and operations. The peer group was modified during 2020 to more closely reflect the Company’s current market capitalization. We refer to the following 17 companies as the “Peer Group”:

 

2019-2020 APPROVED PEER GROUP

•Company	Ticker
Cabot Oil &and Gas Corporation	•  Diamondback Energy, Inc.	•  Range Resources CorporationCOG
•Chesapeake Energy Corporation	CHK
Cimarex Energy Co.	•  EQT Corporation	•  SM Energy CompanyXEC
•CNX Resources Corporation	•CNX
Continental Resources Corporation	CLR
Devon Energy Corporation	DVN
EQT Corporation	EQT
Gulfport Energy Corporation	GPOR.Q
Noble Energy, Inc.	•  Southwestern Energy CompanyNBL
•  Concho ResourcesOasis Petroleum, Inc.	•OAS
Parsley Energy, Inc.	•  Whiting Petroleum CorporationPE
•  Continental Resources Corporation	•  Pioneer Natural Resources Company	•  WPX Energy, Inc.
•  Devon Energy Corporation	•QEP Resources, Inc.	QEP
Range Resources Corporation	RRC
SM Energy Company	SM
Southwestern Energy Company	SWN
Whiting Petroleum Corporation	WLL
WPX Energy, Inc.	WPX

Two members of our 2017 peer group, Energen Corporation and Newfield Exploration Company, were removed from our Peer Group for 2018 due to pending acquisitions at the time of the review, and three companies, CNX Resources Corporation, Diamondback Energy, Inc. and Parsley Energy, Inc., were added to the Peer Group based on similar size and operational scale.

 

Positioning Versus Market

 

Beginning in 2018,While we determined that it was appropriate togenerally target the median of the Peer Group for base salaries, annual cash incentive awards,each compensation element for our Named Executive Officers, in 2020, the Compensation Committee weighed this data less heavily, instead focusing on the most effective way to motivate our Named Executive Officers to successfully navigate the unique challenges posed by the COVID-19 pandemic and long-term equity-based incentive awards.depressed oil and gas prices. This is a reduction from 2017, whenapproach resulted in some compensation was targeted atelements that were significantly above and some that were significantly below the 75^thpercentile. This reduction was adoptedmedian of our Peer Group in response to2020. It has always been the case that compensation paid by other members of our 2017 say-on-pay vote and feedback received from our shareholder outreach program. As noted throughout this Compensation Discussion and Analysis, target compensationPeer Group is only one of many factors considered by the Compensation Committee and the AR Compensation Committee when setting compensation levels for our Named Executive Officers.

 

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Elements of Direct Compensation

 

Our Named Executive Officers’ compensation includesfor 2020 included the key components described below.

 

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 awardsDiscretionary cash bonus		Cash		Performance against four metricsDiscretion of Compensation Committee		Encourage performance that is aligned with our business strategyshort-term financial and that should lead to long-term shareholder valueoperational performance
Long-term incentive awards		100% performancePerformance share units		Three-year return on capital employed;relative and three-year absolute total shareholderstockholder return as adjusted by relative total shareholder return compared to the Peer Group		Encourage performance that delivers value to, shareholdersand direct alignment with, stockholders through stock price appreciation
		Restricted stock units		Two-, three- or four-year vesting		Provide an additional retention mechanism
		Cash retention awards		Two or three-year vesting		Provide an additional retention mechanism

 

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For 2018, theseWith respect to the compensation attributable to services provided to us by our Named Executive Officers, the components at target,of our Named Executive Officers’ compensation for 2020, calculated based on amounts reported for 2020 in the Summary Compensation Table below, were distributed as shown below for our CEO and our other Named Executive Officers:follows:

 

 

Base Salaries

 

Base salaries are designed to provide a minimum, fixed level of cash compensation for services rendered during the year. In addition to providing a base salary that is competitive with salaries paid by other independent oil and gas exploration and production companies, the Compensation Committee, in discussion with the AM Compensation Committee, also considers whether our pay levels appropriately align each Named Executive Officer’s base salary level relative to the base salary levels of our other officers. Our objective is to have base salaries that accurately reflect each officer’s relative skills, experience and contributions to the Company. To that end, annual base salary adjustments are based on a subjective analysis of many individual factors, including:

 

•	the responsibilities of the officer;
•	the period over which the officer has performed thesethose responsibilities;
•	the scope of, and level of expertise and experience required for, the officer’s position;
•	the strategic impact of the officer’s position; and
•	the potential future contribution and demonstrated individual performance of the officer.

 

In addition to the individual factors listed above, the Compensation Committee, in discussion with the AM Compensation Committee, considers our overall business performance and implementation of Company objectives when determining annual

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base salaries. While these metrics generally provide context for making salary decisions, base salary decisions do not depend on attainment of specific goals or performance levels, and no specific weighting is given to one factor over another.

 

Base salaries are reviewed annually, but are not necessarily increased if the Compensation Committee, in discussion with the AM Compensation Committee, believes that (1) our executives are currently compensated at proper levels in light of Company performance or external market factors, or (2) an increase or addition to other elements of compensation would be more appropriate in light of our stated objectives.

 

InAs a result of external market factors, in February 2018, after comparing2020, the Compensation Committee determined that no changes should be made to the Named Executive Officers’ base salaries for the 2020 fiscal year. Accordingly, each Named Executive Officer was paid the same base salary levels to those of similarly situated executives in the Peer Group and considering the individual and business factors described above,2020 as he was paid in 2019. Messrs. Rady and Warren recommendedhave not received an increase in base salary since 2017.

The table below reflects the portion of the base salary for each Named Executive Officer allocated to the Company. For additional information, see “Implementing Our Compensation Program Objectives—Role of the Antero Midstream Compensation Committee that the Named Executive Officers other than themselves receive a 3% base salary increase to reflect increases in costand Allocation of living, as reflected in the table below. The Compensation Committee approved this recommendation.Expenses” above.

 

Executive Officer		Base Salary as of March 2017				Base Salary as of March 2018				Percentage Increase	Allocated Base Salary
Paul M. Rady		$	858,000			$	858,000			0%	$	624,195
Glen C. Warren, Jr.		$	645,000			$	645,000			0%	$	469,238
Alvyn A. Schopp		$	432,000			$	444,960			3%	$	345,563
Kevin J. Kilstrom		$	432,000			$	444,960			3%
Michael N. Kennedy		$	375,000			$	386,250			3%	$	291,000
W. Patrick Ash											$	265,538

 

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Annual Cash Incentive Awards

 

Purpose and Operation

Annual cash incentive payments,awards paid based on pre-established metrics selected by the Compensation Committee and the AM Compensation Committee, which we also refer to as cash bonuses, arehave historically been a key component of each Named Executive Officer’s annual compensation package. Historically,However, in 2020 the Compensation Committee, used anin discussion with the AM Compensation Committee, determined that the global COVID-19 pandemic and the resulting economic downturn paired with a great deal of uncertainty in the oil and gas markets made the establishment of meaningful quantitative goals for a 2020 annual discretionary cash bonus. However, based on recommendations from F.W. Cook,incentive program impossible. The Compensation Committee and the AM Compensation Committee felt it would best serve our stockholders if they retained maximum flexibility to appropriately shape this element of compensation for our Named Executive Officers for 2020 following completion of this unprecedented year and the opportunity to review the Company’s performance, our Named Executive Officers’ performance, the economic landscape in the oil and gas industry, and the state of the global economy.

The following were 2020 achievements by the Company and our Named Executive Officers particularly noted by the Compensation Committee implemented a formal annual incentive plan design beginning in fiscal 2014. This annual incentive plan is based on a balanced scorecard that is used to measure our performance.during its subjective performance assessment following the end of the year:

 

•	Addressed near-term bond maturities and reduced absolute debt substantially;
•	Closed significant asset sales;
•	Meaningfully reduced well costs;
•	Laid the framework for entry into a strategic partnership in 2021 to fund drilling of additional wells which provides several important financial advantages to the Company;
•	Attained best relative TSR in 2020 as compared to U.S. independent (non-major) oil and gas companies with a market capitalization over $500 million (excluding companies currently in bankruptcy); and
•	Achieved strong safety and environmental performance.

As part of a more structured annual incentive program, we adopted bonus targets

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While no target bonuses were established for each of theour Named Executive Officers expressedin 2020, the Compensation Committee and the AM Compensation Committee used each named Executive Officer’s 2019 target cash bonus as a percentagepoint of base salary. These targets, whichreference, though they decided to increase the target bonus used for these purposes for Patrick Ash from 80% to 85%. The target incentive bonuses used to determine the 2020 cash bonus for our Named Executive Officers were determined based on our compensation strategy of providing incentive compensation opportunities that are competitive with the market median, are listed below.as follows:

 

Executive Officer	2018 Target Bonus (as a % of base salary)
Paul M. Rady		120120%	%
Glen C. Warren, Jr.		100100%	%
Alvyn A. Schopp		85	%
Kevin J. Kilstrom85%		85	%
Michael N. Kennedy		8585%	%
W. Patrick Ash		85%

 

Performance Metrics

For 2018, based onAfter considering the feedback received fromachievements noted above, our shareholders in connection withCompensation Committee and the Company’s outreach program, theAM Compensation Committee decided that each of the Named Executive Officers other than Mr. Warren should receive an annual cash bonus equal to alter115% of their respective 2019 target bonus amounts. The Compensation Committee and the structureAM Compensation Committee determined that Mr. Warren should receive a slightly higher bonus, equal to 122% of his 2019 target bonus, in recognition of the significant role he played in the creation and execution of our debt reduction strategy. The 2020 annual incentive program. We believecash bonus amounts reported below reflect the new, simplified designportion of the annual incentive program implementedcash bonus for 2018 provides a more transparent bonus structure with more objectively determinable payouts. We also believeeach Named Executive Officer allocated to the new structure is more consistent with or shareholders’ investment experience.Company. For additional information, see “Implementing Our Compensation Program Objectives—Role of the Antero Midstream Compensation Committee and Allocation of Compensation Expenses” above. The amounts below are reported in the “Bonus” column of the Summary Compensation Table.

Executive Officer	Percentage of 2019 Target Bonus Paid for 2020 Performance	Allocated 2020 Annual Cash Bonus Payments
Paul M. Rady	115%	$    861,389
Glen C. Warren, Jr.	122%	$    574,289
Alvyn A. Schopp	115%	$    337,788
Michael N. Kennedy	115%	$    284,453
W. Patrick Ash	115%	$    259,563

Long-Term Incentive Awards

January 2020 Retention Awards

In January 2020, our Compensation Committee approved non-recurring retention awards to Messrs. Schopp, Kennedy and Ash, in the form of restricted stock units and cash awards pursuant to the Prior LTIP. These awards vest over the course of two years for Mr. Schopp and in equal installments over the course of three years for Messrs. Kennedy and Ash. The total value of the cash awards granted to Messrs. Schopp, Kennedy and Ash by us in 2020 was as follows: $2,000,000, $800,000 and $500,000, respectively. Details regarding the restricted stock units granted can be found in the table entitled “Grants of Plan-Based Awards for Fiscal Year 2020,” below. The Compensation Committee selectedbelieves these awards are imperative to help us succeed in implementing our short- and long-term business plans in the four metrics described below forcurrent environment of lower commodity prices and challenging capital markets because they help us retain these key executives. The Compensation Committee determined that restricted stock units and cash awards would generally have the 2018 fiscal year under our annual incentive plan. These metrics, which were specifically chosen for their importance in supporting the strategic initiatives we have established for 2018, are weighted equally in calculating annual bonuses.strongest retentive effect.

 

The following tables shows the resultsMessrs. Schopp, Kennedy and Ash are uniquely qualified to execute our goals due to their institutional knowledge, strategic insight and unique skill sets. We feel this retention program adds a level of the 2018 annual incentive program:

Weighting Factor		Selected Metrics		Threshold Performance		Target Performance		Maximum Performance		Actual Performance		Performance (% of Target)			Weighted Score
25%		Debt-Adjusted Net Production Growth per Share(1)		9%		13%		18%		13%		100%			25%
25%		Net Debt/EBITDAX(2)		2.5x		2.1x		1.8x		2.2x		88%			21.88%
25%		Free Cash Flow(3)		$(170 million)		$   20 million		$  215 million		$(303 million)		0%			0%
25%		Safety and Environmental(4)		0.800 TRIR		0.580 TRIR		.300 TRIR		0.554 TRIR		106%			8.83%
				0.100 LTIR		0.080 LTIR		.030 LTIR		0.077 LTIR		109%			9.11%
				—		0 Notices		—		0 Notices		100%			8.33%
100%												TOTAL			73.15%

assurance

 

(1)	Debt-Adjusted Net Production Growth per Share
	Definition. Annual production volumes divided by debt-adjusted shares. Debt-adjusted shares represent current shares outstanding plus the quotient of total debt at year end 2018, divided by the weighted average share price during 2018.
	Rationale.Production volumes are critical to our profitability. Measuring those volumes on a debt-adjusted per-share basis motivates management to produce those volumes in a capital-efficient manner.

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(2)	Net Debt/EBITDAX
	Definition.Year-end 2018 net debt divided by 2018 full-year adjusted EBITDAX.
	Rationale. Managing the balance sheet leverage is essential for growing the business efficiently. Net Debt/EBITDAX is a key debt coverage ratio that motivates management to minimize debt relative to cash flow.
(3)	Free Cash Flow
	Definition.Stand-alone E&P adjusted operating cash flow, less stand-alone E&P drilling and completion capital, less land maintenance capital.
	Rationale. Measuring and rewarding Free Cash Flow directly supports our go-forward strategy of sustainable free cash flow growth by motivating management to optimize operating cash flow relative to upstream capital budgets.
(4)	Safety and Environmental
	Definition.The Company measured performance in the Safety and Environmental performance category through several lagging indicators:

	•	Lost Time Incident Rate (“LTIR”). This metric refers to the number of lost time injuries (i.e., work-related injuries that result in an employee being unable to perform normal work duties the work day following the injury event). LTIR is calculated first by multiplying the total number of lost time injuries by 200,000, and then dividing that product by the number of labor hours for the recording period.
	•	Total Recordable Incident Rate (“TRIR”). This metric refers to the number of OSHA recordable injuries/illnesses (i.e., work-related injuries/illnesses that result in medical intervention beyond first aid). TRIR is calculated first by multiplying the total number of recordable injuries/illnesses by 200,000, and then dividing that product by the number of labor hours for the recording period.
	•	Environmental. Performance with respect to this metric is attained if there are no major environmental related Notices of Violation (fines not exceeding $100,000) occurring during the measurement period.

In addition,the Company monitored several leading indicators in determining performance for the Safetyto achieve our corporate objectives and Environmental performance category. Leading indicators are proactive, preventative and predictive measures that provide current information regarding the effective performance, activities and processes of a Safety and Environmental system that may help identify, eliminate or control risks in the workplace. Management reviewed the progress of each leading indicator throughout 2018 and assessed if performance was adequate in light of the Company’s operation. These leading indicators include: HSSE training, Operational Safety Steering Team activities, Corrective Action/ Preventative Action closeout, Environmental Compliance Audit Score, Operational Risk Register Reviews, and Field Safety Committee meeting compliance.maintain continuity, which we deem critical at this time.

 

Rationale.MaintainingMr. Schopp has been an integral member of our senior management team for over 17 years. We believe he is vital to our continued contract negotiations for our asset sale program in 2020 and to our regulatory and litigation management due to his experience and knowledge of ongoing matters and negotiations, the breadth of his industry contacts, and his past litigation success. The awards were designed to motivate Mr. Schopp to lead certain ongoing projects to a safesuccessful completion, as well as to prepare a succession team to seamlessly take over his work environmentfollowing his eventual retirement.

Mr. Kennedy is a critical player in developing our corporate finance and sustainable environmental recorddebt restructuring program in 2020 as well as our financial plan and financial risk mitigation strategy for the next several years. Further, Mr. Kennedy continues to provide valuable tactical advice related to budget management, forecasting and finance.

Mr. Ash is critical to the successone of the business and executionchief architects of our strategy. Measuring safetydevelopment program and environmental metrics motivates all participantswas key in providing data to maintain focus on these metrics.

2018 Annual Incentive Program Payouts

The Compensation Committee evaluated the 2018management required for our asset sale program as well as for other critical initiatives for 2020. He plays a critical role in developing our annual incentive scorecardbusiness outlook and considered the factors noted above. Our performance for 2018 resulted in a payout calculationensuring delivery of 73.15%. The Compensation Committee elected to pay 2018an accurate and timely annual incentive bonuses in March 2019 in the amounts shown below for the Named Executive Officers. There were no adjustments for individual performance.audited reserve report, upon which our financial and operational plans are built.

Executive Officer		2018 Target Bonus ($)				Performance Achievement Level (Percentage of Target)				Actual 2018 Bonus ($)
Paul M. Rady			1,029,600				73.15	%			753,140
Glen C. Warren, Jr.			645,000				73.15	%			471,810
Alvyn A. Schopp			378,216				73.15	%			276,661
Kevin J. Kilstrom			378,216				73.15	%			276,661
Michael N. Kennedy			328,313				73.15	%			240,157

 

We are aware that equity prices for E&P companies remain depressed. However, westrongly believe that the results of our annual incentive programpeople are appropriateour greatest asset and aligned with the interests of our shareholders. We consider the results of this program to have a direct correlation to the actions of our management team. Payments under the annual incentive plan will help us to retain and reward the executive team that consistent leadership through challenging economic times is responsible for our success.critical.

 

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July 2020 Long-Term Equity-Based Incentive Awards

 

Long-Term Incentive Awards Granted in 2018

Based on feedbackMessrs. Rady and Warren received from our shareholders in connection with our outreach program, the Compensation Committee adjusted our compensation philosophy with respect to long-term equity-based awards to better reflect our shareholders’ investment experience in the Company. Specifically, equity awards granted in 2018 targeted the market 50^thpercentilegrants of the Peer Group, resulting in a reduced grant value for each Named Executive Officer (in the aggregate, grant values for 2018 were reduced 23% compared to grant values for 2017). In 2018, all long-term incentive awards for our Named Executive Officers were in the form ofrestricted stock units and performance share units granted underin July 2020 pursuant to the AR LTIP. The numberCompensation Committee did not grant annual long-term equity incentive awards to Messrs. Schopp, Kennedy and Ash in July of performance share2020 because they received non-recurring retention awards in January of 2020. The restricted stock units granted to our Named Executive OfficersMessrs. Rady and Warren in 2018 are described more fully under “Grants2020 vest ratably on the April 15 of Plan-Based Awards for Fiscal Year 2018” below.

Ofeach of 2021, 2022, 2023 and 2024, subject to continued service. One-half of the performance share units, or “PSUs,” granted to Messrs. Rady and Warren in 2018, 70%2020 were based on absolute total shareholderstockholder return, or “TSR”,“TSR,” with athe other half based on relative TSR modifier (the “TSR PSUs”), and 30% were based on return on capital employed, or “ROCE” (the “ROCE PSUs”).measured against our Peer Group. The Compensation Committee selected these metrics as they provide forTSR because it provides a rigorous framework that rewards the Named Executive Officers for improving absolute stock price, while measuring the Company’s performance against industry peers as well. ROCE was added as a performance metricand because it motivatesdirectly aligns the incentive for our Named Executive Officers to make decisions that result in efficient deployment of capital in the business. Additionally, ROCE is a metric that many investors consider when assessing the performance of companies in the oil and gas sector.our investors’ experience.

 

In orderThe PSUs granted to Messrs. Rady and Warren in 2020 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: July 15, 2020 to April 15, 2021; April 15, 2021 through April 15, 2022; April 15, 2022 to April 15, 2023; and July 15, 2020 to April 15, 2023.

The payouts for the absolute TSR PSUs are determined as follows:

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		15	%	100%		25%
Maximum		20	%	150%		37.5%

“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 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 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.

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To achieve payout under the relative TSR PSUs, the Company’s absolute TSR must be in at least 50%the 25^th percentile as compared to the TSR of the target price of $24.97 (the “Target Price”) atcompanies in the end ofPeer Group. The payouts for the three-year performance period on April 15, 2021, with the payout, subject to adjustment as described below,relative TSR PSUs are determined as follows:

 

Performance Level		Absolute TSR		Performance Payout % (Pre-Adjustment)
Below Threshold		< 50% of Target Price		0%
Threshold		50% of Target Price		50%
Target		Target Price		100%
Maximum		≥ 150% of Target Price		150%

Performance Level		Company’s TSR Ranking		Percentage of Eligible Target Amount Earned for Each Performance Period		Percentage of Target PSUs Earned for Each Performance Period
Below Threshold		<25th Percentile		0%		0%
Threshold		25th Percentile		50%		12.5%
Target		50th Percentile		100%		25%
Maximum		> 75th Percentile		150%		37.5%

 

Following determinationHistorically, the Compensation Committee establishes the number of long-term incentive awards granted to our Named Executive Officers by setting a target value and granting a number of awards equal to that value. In 2020, the Compensation Committee considered the overall value of long-term incentive awards granted to our Named Executive Officers but took a slightly different approach when determining the number of awards granted during the annual grant process. At the time the PSUs and restricted stock units were granted to Messrs. Rady and Warren in July 2020, our stock price was depressed and there was a great deal of uncertainty about the market generally (because of the absolute TSR,COVID-19 pandemic) and the payoutoil and gas industry in particular (as a result of depressed oil and gas prices). In an effort to balance the twin goals of retaining our Named Executive Officers and maintaining a reasonable burn rate for the AR LTIP, the number of annual long-term incentive awards granted to our employee population in July 2020 was generally determined by establishing the desired duration of the TSR PSUs may be adjustedAR LTIP, dividing the remaining pool of shares reserved for issuance thereunder by that figure, and then allocating approximately that number of restricted stock units and PSUs(i.e., the number attributable to reflect our TSR performance relativeone year) among the recipients in proportions similar to our peer group over the performance period. A relative TSR ranking of less than the 25^thpercentile resultsthose granted in a negative 50% adjustment to the payout of the TSR PSUs, and a relative TSR ranking of greater than the 75^thpercentile results in a positive 50% adjustment to the payout of the TSR PSUs. A relative TSR ranking of between the 25^thpercentile and the 75^thpercentile would not result in an adjustment to the payout of the TSR PSUs.2019.

 

In orderDue to achieve payout undermarket conditions in 2020 and to better align Messrs. Rady’s and Warren’s compensation packages with our stockholders’ investment experience, the ROCE PSUs,total value of Messrs. Rady’s and Warren’s long-term incentive awards in 2020 was approximately 60% lower than the Company’s ROCE must be at least 85% of 8.7% (the “Target ROCE”) at the endvalue of the three-year performance period on December 31, 2020, with the payout determined as follows:long-term incentive awards granted to such Named Executive Officers in 2019.

 

Performance Level		ROCE		Performance Payout %
Below Threshold		< 85% of Target ROCE		0%
Threshold		85% of Target ROCE		50%
Target		Target ROCE		100%
Maximum		≥ 115% of Target ROCE		200%

The number of performance share units and restricted stock units granted to our Named Executive Officers in 2020 are described more fully under “Grants of Plan-Based Awards for Fiscal Year 2020” below.

 

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Other Benefits

 

Health and Welfare Benefits

 

Our Named Executive Officers are eligible to participate in all of our employee health and welfare benefit arrangements on the same basis as other employees (subject to applicable law). These arrangements include medical, dental, vision and disability insurance, as well as health savings accounts.

 

We provide these benefits in order to ensure that we can competitively attract and retain officers and other employees. This is a fixed component of compensation, and these benefits are provided on a non-discriminatory basis to all employees.

 

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Retirement Benefits

 

We maintain an employee retirement savings plan through which employees may save for retirement or future events on a tax-advantaged basis. Participation in the 401(k) plan is at the discretion of each individual employee, and our Named Executive Officers participate in the plan on the same basis as all other employees. The plan permits us to make discretionary matching and non-elective contributions.

 

Since January 1, 2014,During 2020, the Company has matched 100% of the first 6% (reduced to 4% mid-year as a cost-saving measure) of eligible compensation that employees contribute to the plan, but on January 1, 2019, the Company increased its match to the first 6% of eligible compensation that employees contributecontributed to the plan. These matching contributions are immediately fully vested. Antero Midstream reimburses the Company for a portion of these matching contributions as a general and administrative expense.

 

Perquisites and Other Personal Benefits

 

We believe the total mix of compensation and benefits provided to our Named Executive Officers is currently competitive. Therefore, perquisites do not play a significant role in our Named Executive Officers’ total compensation.

 

Impact of Simplification Transaction

As described below under “Related Person Transactions—Agreements with Antero Midstream Corporation—Simplification Agreement,” on March 12, 2019, we completed the transactions contemplated by the Simplification Agreement (the “Transactions”). In connection with the closing of the Transactions, outstanding phantom units under the Antero Midstream Partners LP Long-Term Incentive Plan (the “Midstream LTIP”) and Series B Units in Antero IDR Holdings LLC (“IDR LLC”) held by certain Named Executive Officers were converted or exchanged as described below. The Transactions did not constitute a “change in control” transaction under the applicable compensation arrangements, thus there were no change in control payments paid to the Named Executive Officers in connection with the Transactions.

Antero Midstream Phantom Units

Prior to the consummation of the Transactions, our Named Executive Officers spent a portion of their time providing services to Antero Midstream Partners LP (“Antero Midstream Partners”), and thus were entitled to receive grants of equity-based awards under the Midstream LTIP. In November 2014, each of our Named Executive Officers was granted phantom units under the Midstream LTIP in connection with the initial public offering of the Partnership. In April 2016 and 2017, each of our Named Executive Officers was granted additional phantom units under the Midstream LTIP as compensation for their additional services provided to the Partnership. No phantom units under the Midstream LTIP were granted during 2018. Phantom units granted under the Midstream LTIP generally represent the right to receive common units of the Partnership upon vesting.

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At the effective time of the Transactions, each outstanding phantom unit under the Midstream LTIP, including those held by our Named Executive Officers, was converted into a restricted stock unit or similar award of Antero Midstream Corporation (“New AM”) with substantially the same terms and conditions (including with respect to vesting) applicable to such phantom unit award immediately prior to the effective time of the Transactions, representing the right to receive a number of shares of common stock of New AM equal to (i) the number of common units of the Partnership subject to such phantom unit award immediately prior to the effective time of the Transactions, multiplied by (ii) 1.8926. Additionally, all distribution equivalent rights granted in tandem with a corresponding phantom unit award were converted into a distribution equivalent right or similar award of New AM with substantially the same terms and conditions (including with respect to vesting) applicable to such distribution equivalent right immediately prior to the effective time of the Transactions, representing the right to receive (i) any balance accrued on such distribution equivalent right as of the effective time of the Transactions and (ii) any dividends paid or distributions made by New AM from and after the effective time of the Transactions with respect to the number of shares of common stock of New AM subject to the converted phantom unit award to which such converted distribution equivalent right relates.

Series B Units in IDR LLC

IDR LLC was formed to hold 100% of Antero Midstream Partners’ IDRs. As of December 31, 2018, Messrs. Rady, Warren and Kennedy held 48,000, 32,000 and 4,000, respectively, of the 98,600 outstanding Series B Units in IDR LLC. To the extent vested, the Series B Units in IDR LLC entitled the holders thereof to receive, subject to the terms and provisions of the IDR LLC Agreement and the incentive unit award agreements pursuant to which the awards were granted, a proportionate amount of up to 6% of any future profits of IDR LLC that resulted from any distributions on Antero Midstream Partners’ IDRs that were held by IDR LLC in excess of $7.5 million per quarter. Unvested Series B Units in IDR LLC were not entitled to receive any distributions; however, in connection with any subsequent distribution on Antero Midstream Partners’ IDRs following the date an unvested Series B Unit in IDR LLC becomes vested, the holder of such vested Series B Unit in IDR LLC are entitled to receive an additional distribution equal to the aggregate amount of distributions that would have been made with respect to such Series B Unit in IDR LLC during the period in which such Series B Unit was unvested if such Series B Unit had been vested.

The unvested Series B Units in IDR LLC issued to Messrs. Rady and Warren on December 31, 2016, were scheduled to become vested on December 31, 2019, so long as the applicable executive remained continuously employed by us or one of our affiliates through such date. The unvested Series B Units in IDR LLC issued to Mr. Kennedy on January 10, 2017 were scheduled to become vested on December 31, 2019, so long as Mr. Kennedy remained continuously employed by us or one of our affiliates through such date. The potential acceleration and forfeiture events relating to these units are described in greater detail under the heading “Potential Payments Upon Termination or Change of Control” below.

At the effective time of the Transactions, each holder of Series B Units in IDR LLC, including our Named Executive Officers, transferred each Series B Unit in IDR LLC it owned (vested and unvested) in exchange for (i) 176.0041 shares of common stock of New AM, which is subject to the terms set forth in the limited liability company agreement of IDR LLC (the “IDR LLC Agreement”) and will vest in accordance with the applicable equity grant agreement pursuant to which the Series B Unit in IDR LLC was originally issued, (ii) an amount in cash equal to the unpaid distributions (other than tax distributions) declared with respect to vested Series B Units in IDR LLC, if any, pursuant to the distribution provisions of the IDR LLC Agreement, and (iii) an amount in cash deposited into an escrow account equal to the distributions declared with respect to unvested Series B Units in IDR LLC, excluding any amounts attributable to any distributions made with respect to unvested Series B Units in IDR LLC after December 31, 2018 but prior to the effective time of the Transactions. The Named Executive Officers who held Series B Units are not entitled to receive any dividends paid by New AM during 2019 on any unvested shares of New AM common stock received in exchange for such Series B Units.

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20192021 Compensation Decisions

 

2019 Base Salaries

 

In March 2019,2021, after comparing base salary levels to those of similarly situated executives in the Peer Group, reviewing the Company’s performance during 2020, and consideringdiscussing the individual and business factors described above,recommendations of Messrs.

Rady and Warren recommended toand its independent compensation consultant for 2021, Longnecker, the Compensation Committee thatapproved the following increases to base salary for the Named Executive Officers other than themselves receive an increase in their respective base salaries as reflected in the table below. The Compensation Committee approved this recommendation.Officers:

 

Executive Officer		Base Salary as of March 2018				Base Salary as of March 2019				Percentage Increase	2020 Allocated Base Salary			2021 Allocated Base Salary (1)			Percentage Increase
Paul M. Rady		$	858,000			$	858,000			0%	$ 624,195			$ 720,225			15%
Glen C. Warren, Jr.		$	645,000			$	645,000			0%	$ 469,238			$ 509,250			9%
Alvyn A. Schopp		$	444,960			$	475,000			7%	$ 345,563			$ 363,750			5%
Kevin J. Kilstrom		$	444,960			$	475,000			7%
Michael N. Kennedy		$	386,250			$	400,000			4%	$ 291,000			$ 327,375			13%
W. Patrick Ash											$ 265,538			$ 301,913			14%

(1)	Allocated base salary included here calculated based on the 2020 Reimbursement Percentage. The actual percentage of base salary allocated to the Company for 2021 will not be determinable until the 2021 Reimbursement Percentage is calculated following the end of 2021.

 

2019 Annual Cash Incentive ProgramAwards

 

InDue to improving market conditions and relief from the global pandemic, in April 2019,2021, the Compensation Committee approved an annual cash incentive program that has a similarplan for the 2021 fiscal year. For 2021, the Compensation Committee returned to the structure asof our 20182019 annual incentive program, which we believe motivates our Named Executive Officers to accomplish specific objectives. In addition, the Compensation Committee modified the maximum payout opportunity from 150% of target, as was the case in 2019 (the most recent year during which target bonus amounts were established), to 200% of target, and implements objectively determined payouts.incorporated an additional qualitative performance metric tied to ESG, which will be reflective of the strategy detailed in our sustainability report. This structure is intended to provide payout levels that are consistent with our stockholders’ investment experience, while remaining competitive with companies with which we compete for executive talent.

 

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Long-Term Incentive Awards Granted in 2019

 

The Compensation Committee granted 100% performance based50% performance-based long-term equity awards and 50% time-based long-term equity awards to our Named Executive Officers in April 2019.2021. These awards are subject to the terms and provisions of the AR LTIP and the award agreements pursuant to which they were granted.

2019 Compensation Committee Structure

The Compensation Committee will continue to oversee our executive compensation program and have decision-making authority with respect to all Antero executive compensation matters. Our Named Executive Officers provide services to New AM as well as to Antero. Beginning in 2019, our Board and Compensation Committee will work with the compensation committee of New AM to determine an appropriate allocation of compensation for our Named Executive Officers between the Company and New AM.

 

Other Matters

 

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.

 

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As discussed below under “Potential Payments Upon a Termination or a Change in Control,” anyeach of Messrs. Rady, Warren, Schopp, Kilstrom or Kennedy couldand Ash would be entitled to receive accelerated vesting of his performance share units, restricted stock units in the Company, Series B Units in IDR LLC or phantom units in Antero Midstream Partners, as applicable (including shares of common stock of New AM received in exchange for such Series B Units in IDR LLC or phantom units in Antero Midstream Partners),and cash retention awards that remain unvested upon his termination of employment with us under certain circumstances or upon the occurrence of certain corporate events. The Transactions will not result in accelerated vesting of such awards or the Series B Units.

 

Stock Ownership Guidelines

 

Under our stock ownership guidelines, adopted in 2013, our executive officers are required to own a minimum number of shares of our common stock within five years of the adoption of the guidelines, or within five years of becoming an executive officer. In particular, each of our executive officers is required to own shares of our common stock having an aggregate fair market value equal to at least a designated multiple of the executive officer’s base salary. The guidelines for executive officers are set forth in the table below.

 

Officer Level	Ownership Guideline
Chief Executive Officer, President, and Chief Financial Officer	5x annual base salary
Vice President	3x annual base salary
Other Officers (if applicable)	1x annual base salary

 

Compliance with these guidelines is measured as of June 30 of each year. If an individual covered by the ownership guidelines has satisfiedsatisfies the guidelines on a prior determination date, a subsequent decrease in our stock price without a sale of shares will not result in non-compliancecause that executive to be out of compliance on a subsequentlater determination date. As of June 30, 2018,2020, all of our Named Executive Officers except Mr. Kilstromwho have been executive officers for at least five years were in compliance with these guidelines. As of June 30, 2020, Messrs. Kennedy and Ash had been executive officers for less than five years and had time remaining to achieve the requisite ownership levels. Consistent with our stock ownership guidelines, suchany noncompliance by Mr. Kilstrom may be taken into accountconsidered by the Compensation Committee when making future compensation or promotion decisions, to the extent the Compensation Committee determines is appropriate.decisions.

 

These stock ownership guidelines are designed to align our executive officers’ interests more closely with those of our shareholders.stockholders. The chart below shows the significant levels of stock ownership of our Named Executive Officers and the ratio of their ownership to their respective base salaries. We believe the high level of ownership demonstrates significant alignment with our shareholders.stockholders.

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Ratio of Stock Ownership Value to Base Salary

 

 

 

 

Shares directly and beneficially owned by our Named Executive Officers count towards satisfaction of our stock ownership guidelines. Vested and unvested stock options, unvested restricted stock units, and other conditional equity-based awards (including performance-based awards) do not count towards satisfaction of our stock ownership guidelines. However, for purposes of the chart above, unvested restricted stock units held by our Named Executive Officers are included. Values reported in the chart above are as of June 30, 2018,2020, the measurement date for our stock ownership guidelines.

 

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Tax and Accounting Treatment of Executive Compensation Decisions

 

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally imposes a $1 million limit on the amount of compensation paid to “covered employees” (as defined in Section 162(m)) that a public corporation may deduct for federal income tax purposes in any year. The “Tax Cuts and Jobs Act,” enacted in 2017, repealed the performance-based compensation exception to the Section 162(m) deduction limitation for tax years beginning after December 31, 2017. In addition, the Tax Cuts and Jobs Act generally expanded the scope of who is considered a “covered employee.” With these changes, compensation paid to certain of our executives will be subject to the $1 million per year deduction limitation imposed by Section 162(m) unless such compensation qualifies for the transition relief applicable to certain compensation arrangements in place as of November 2, 2017. While we will continue to monitor our compensation programs in light of the deduction limitation imposed by Section 162(m), our Compensation Committee considers it important to retain the flexibility to design compensation programs that are in the best long-term interests of the Company and our shareholders.stockholders. As a result, we have not adopted a policy requiring that all compensation be fully deductible. The Compensation Committee may conclude that paying compensation at levels in excess of the limits under Section 162(m) is nevertheless in the best interests of the Company and our shareholders. Given changes made to Section 162(m), itstockholders. It is likely that the Company will not be able to deduct for federal income tax purposes a portion of the compensation paid to our Named Executive Officers in 2018.2020.

 

Many other Code provisions and accounting rules affect the payment of executive compensation and are generally taken into consideration as our compensation arrangements are developed. Our goal is to create and maintain compensation arrangements that are efficient, effective and in full compliance with these requirements.

 

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Risk Assessment

 

We have reviewed our compensation policies and practices to determine ifwhether they create risks that are reasonably likely to have a material adverse effect on our Company. In connection with this risk assessment, we reviewed the design of our compensation and benefits program and related policies and determined that certain features of our programs and corporate governance generally help mitigate risk. Among the factors considered were the mix of cash and equity compensation, the balance between short- and long-term objectives of our incentive compensation, the degree to which programs provide for discretion to determine payout amounts, and our general governance structure.

 

Our Compensation Committee believes that our approach of evaluating overall business performance and implementation of companyimplementing Company objectives assists in mitigating excessive risk-taking that could harm our value or reward poor judgment by our executives. Several features of our programs reflect sound risk-management practices.

 

•	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 companyCompany value. We do not believe these metrics create pressure to meet specific financial or individual performance goals.
•	The performance criteria reviewed by the Compensation Committee in determining cash bonuses are based on overall performance relative to continually evolving objectives,mix of time- and the Compensation Committee uses its subjective judgment in setting bonus levels for our officers. This is consistent with the Compensation Committee’s belief that applying company-wide objectives encourages decision-making that is in the best long-term interests of our Companyperformance-based equity awards and our stakeholders as a whole.
•	The multi-year vesting of our equity awards discourages excessive risk-taking and undue focus on short-term gains that may not be sustainable.

 

Due to the foregoing program features, the Compensation Committee concluded that our compensation policies and practices for all employees, including our Named Executive Officers, are not reasonably likely to have a material adverse effect on the Company.

 

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Tally Sheets

 

The Compensation Committee usesand the AM Compensation Committee use tally sheets as a reference point in reviewing and establishing our Named Executive Officers’ compensation. The tally sheets provide a holistic view of all material elements of our Named Executive Officers’ compensation, including base salary, annual cash incentive awards, long-term equity incentive awards and indirect compensation such as perquisites and retirement benefits.benefits, including the portions of such compensation that are paid for services provided to Antero Midstream. Tally sheets also demonstrate the amounts each executive could potentialpotentially receive under various termination and change in control scenarios, as well asand include a summary of all shares beneficially owned.

 

Hedging and Pledging Prohibitions

 

Our Insider Trading Policy at each of the Company prohibits our Named Executive Officers from engaging in speculative transactions involving our common stock, including buying or selling puts or calls, short sales, purchases ofpurchasing securities on margin, or otherwise hedging the risk of ownership of such securities. The Insider Trading PoliciesPolicy also strictly prohibitprohibits our Named Executive Officers from pledging shares of such securities as collateral.

 

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Clawback Policy

 

We have adopted a general clawback policy covering long-term incentive award plans and arrangements. The clawback policy applies to our current Named Executive Officers as well as certain of our former Named Executive Officers. Generally, recoupment of compensation would be triggered under the policy in the event of a financial restatement caused by fraud or intentional misconduct. In the event of such misconduct, we may recoup performance-based equity compensation that was granted, earned or vested based wholly or in part upon the attainment of any financial reporting measure during the period in which such misconduct took place. The clawback policy gives the policy administrator discretion to determine whether a clawback of compensation should be initiated in any given case, as well as the discretion to make other determinations, including whether a covered individual’s conduct meets a specified standard, the amount of compensation to be clawed back, and the form of reimbursement to the Company.reimbursement.

 

In order to comply with applicable law, the clawback policy may be updated or modified once the SEC adopts final clawback rules pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. In addition, the Prior LTIP and the AR LTIP generally providesprovide that, to the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by the Compensation Committee, all awards under the Prior LTIP and the AR LTIP are subject to the provisions of any clawback policy the Company implements.

 

Compensation Committee Report

 

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in such filing.

 

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Board of Directors of our general partner has determined that the Compensation Discussion and Analysis shallshould be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K.

 

	Compensation Committee Members:
	Members*: Robert J. Clark, Chairman Benjamin A. Hardesty James R. Levy Paul J. Korus Vicky Sutil Thomas B. Tyree, Jr.

 

*	Includes all members of the Compensation Committee as of the time the Compensation Committee Report was approved for inclusion in this Proxy Statement.

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EXECUTIVE COMPENSATION TABLES

 

Summary Compensation Table

 

The following table summarizes, with respect to our Named Executive Officers, information relating to the compensation earned for services rendered in all capacities during the fiscal years ended December 31, 2020, 2019, and 2018. Unlike in 2018, 2017for 2019 and 2016.2020, the table reflects only the portion of the compensation earned by our Named Executive Officers attributable to their services to the Company, and does not include compensation earned for services provided to Antero Midstream or its subsidiaries. As a result, the compensation included for 2019 and 2020 is lower than the compensation included for 2018. See above under “Compensation Discussion and Analysis—Implementing Our Compensation Program Objectives—Role of the Antero Midstream Compensation Committee and Allocation of Compensation Expenses” for further discussion of the allocation methodology used.

 

Summary Compensation Table for the Years Ended December 31, 2018, 2017 and 2016

Name and Principal Position		Year		Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)			Non-Equity Incentive Plan Compensation ($)(4)		All Other Compensation ($)(5)		Total ($)
Paul M. Rady (Chairman of the Board of Directors and Chief Executive Officer)		2018		858,000		—		7,520,882		—			753,140		11,000		9,143,022
		2017		853,833		823,680		8,240,720		—			—		10,800		9,929,033
		2016		831,667		1,249,500		8,185,133		—	(6)		—		10,600		10,276,900
Glen C. Warren, Jr. (Director, President and Chief Financial Officer of the Company and Secretary)		2018		645,000		—		3,076,725		—			471,810		11,000		4,204,534
		2017		641,833		516,000		5,493,827		—			—		10,800		6,662,460
		2016		625,000		782,500		5,456,802		—	(6)		—		10,600		6,874,902
Alvyn A. Schopp (Chief Administrative Officer and Sr. Regional Vice President)		2018		442,800		—		1,538,352		—			276,661		11,000		2,268,813
		2017		429,833		367,200		2,032,733		—			—		10,800		2,840,566
		2016		418,333		445,188		12,805,262		—			—		10,600		13,679,383
Kevin J. Kilstrom (Sr. Vice President—Production)		2018		442,800		—		1,538,352		—			276,661		11,000		2,268,813
		2017		429,833		367,200		2,032,733		—			—		10,800		2,840,566
		2016		418,333		445,188		6,739,263		—			—		10,600		7,613,384
Michael N. Kennedy (Sr. Vice President—Finance, and Chief Financial Officer of Antero Midstream Corporation)		2018		384,375		—		1,538,352		—			240,157		11,000		2,173,884
		2017		373,167		300,000		2,032,733		—	(6)		—		10,800		2,716,700
		2016		363,333		364,000		2,021,264		—			—		9,680		2,758,277

Name and Principal Position		Year		Salary ($)			Bonus  ($)(1)			Stock Awards ($)(2)			Non-Equity Incentive Plan Compensation ($)			All Other Compensation ($)(3)			Total ($)
Paul M. Rady		2020		624,195			861,389			1,948,025			—			10,367			3,443,976
(Chairman of the Board of Directors and Chief Executive Officer)		2019		619,905			—			4,743,194			477,665			12,138			5,852,902
		2018		858,000			—			7,520,882			753,140			11,000			9,143,022
Glen C. Warren, Jr.		2020		469,238			574,289			779,210			—			10,367			1,833,104
(Director, President, Chief Financial Officer and Secretary)		2019		466,013			—			1,940,396			299,337			12,138			2,717,884
		2018		645,000			—			3,076,725			471,810			11,000			4,204,535
Alvyn A. Schopp		2020		345,563			337,788			5,000,002			—			10,367			5,693,720
(Chief Administrative Officer and Regional Sr. Vice President)		2019		339,570			—			970,198			206,627			12,138			1,528,533
		2018		442,800			—			1,538,352			276,661			11,000			2,268,813
Michael N. Kennedy		2020		291,000			284,453			3,200,002			—			21,540			3,796,995
(Sr. Vice President— Finance)		2019		287,344			—			754,597			174,002			22,470			1,238,413
		2018		384,375			—			1,538,352			240,157			11,000			2,173,884
W. Patrick Ash		2020		265,538			259,563			2,500,002			—			10,367			3,035,470
(Sr. Vice President— Reserves, Planning & Midstream)		2019		252,532			—			415,602			149,437			12,138			829,709

(1)	The amounts in this column may differ from those reported above under “Compensation Discussion and Analysis—Elements of Direct Compensation—Base Salaries” dueCompensation Committee did not approve an annual incentive program tied to the fact that adjustments to the base salariespre-established performance goals for 2020, but instead approved discretionary bonuses for each of our Named Executive Officers for the 2016, 2017 and 2018 fiscal years took effect on March 1, 2016, March 1, 2017 and March 1, 2018, respectively.2020 due to their superior performance despite unprecedented market conditions.
(2)	Represents the aggregate amount of the annual discretionary cash bonuses paid to each Named Executive Officer for 2016 and 2017. The new annual incentive program implemented in 2018 is intended to incentivize our Named Executive Officers to achieve specific performance goals throughout the year, and, as a result, such amounts earned under the new annual incentive program for 2018 are reported in the “Non-Equity Incentive Plan Compensation” column, rather than the “Bonus” column.
(3)	The amounts in this column represent the grant date fair value of (i) restricted stock unit awards and performance share unit awards granted to the Named Executive Officers in 2020 pursuant to the AR LTIP and (ii) phantom units (which include Midstream DERs, as discussed in “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Phantom Unit Awards” below) granted to the Named Executive Officers pursuant to the Midstream LTIP, each as computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”)FASB ASC Topic 718. In 2018, the only awards that were granted were performance share unit awards under the AR LTIP. See Note 910 to our consolidated financial statements on Form 10-K for the year ended December 31, 2020, for additional detail regarding assumptions underlying the value of these equity awards.
(3)
(4)	The amounts in this column represent the cash bonus paid to each Named Executive Officer under our 2018 annual incentive program.
(5)	The amounts in this column representCompany’s allocated portion of the amount of the Company’s 401(k) match for fiscal 2016, 2017 and 20182020 for each participating Named Executive Officer. For fiscal 2016 and 2017, amounts inAdditionally, for Mr. Kennedy, this column may include additional matching contributions made with respect toamount includes $11,173, which is the applicable fiscal year after the filingsCompany’s allocated portion of the Annual Report relatingcost of financial services provided to such fiscal year.
(6)	In December 2016, Messrs. Rady and Warren were each issued Series B Units in IDR LLC, one-third of which were unvested as of December 31, 2018. Mr. Kennedy was granted Series B Units in IDR LLC on January 10, 2017, one-third of which were unvested as of December 31, 2018.As discussed below under the heading “Payments Upon Termination or Change in Control—Series B Units in IDR LLC,” the Series B Units in IDR LLC are intended to constitute “profits interests” for federal tax purposes. Accordingly, if IDR LLC had been liquidated as of the date these Series B Units were granted, Messrs. Rady, Warrenby Ayco Financial Planning and Kennedy would not have been entitled to receive any distributions with respect to such Series B Units. In connection with the Transactions, all Series B Units were exchanged for, among other things, shares of common stock in New AM. Please see “Compensation Discussion and Analysis—Impact of Simplification Transaction—Series B Units in IDR LLC” for more information regarding the Series B Units in IDR LLC.Consulting during 2020.

 

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Grants of Plan-Based Awards for Fiscal Year 20182020

 

																				Grant Date
				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)								Estimated Future Payouts Under Incentive Plan Awards(2)								Fair Value of Stock and Option
		Grant			Threshold		Target		Maximum				Threshold		Target		Maximum			Awards
Name		Date			($)		($)		($)				(#)		(#)		(#)			($)(3)
Paul M. Rady					514,800		1,029,600		2,059,200
TSR PSUs(4)		4/15/18											111,487		222,973		445,946			5,540,879
ROCE PSUs(5)		4/15/18											47,780		95,560		191,120			1,980,003
Glen C. Warren, Jr.					322,500		645,000		1,290,000
TSR PSUs(4)		4/15/18											45,608		91,216		182,432			2,266,718
ROCE PSUs(5)		4/15/18											19,547		39,093		78,186			810,007
Alvyn A. Schopp					189,108		378,216		756,432
TSR PSUs(4)		4/15/18											22,804		45,608		91,216			1,133,359
ROCE PSUs(5)		4/15/18											9,773		19,546		39,092			404,993
Kevin J. Kilstrom					189,108		378,216		756,432
TSR PSUs(4)		4/15/18											22,804		45,608		91,216			1,133,359
ROCE PSUs(5)		4/15/18											9,773		19,546		39,092			404,993
Michael N. Kennedy					164,156		328,313		656,625
TSR PSUs(4)		4/15/18											22,804		45,608		91,216			1,133,359
ROCE PSUs(5)		4/15/18											9,773		19,546		39,092			404,993

The table below sets forth the awards granted to our Named Executive Officers during 2020, including the performance share units and restricted stock units granted under the AR LTIP.

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Incentive Plan Awards(1)						All Other Stock Awards: Number of Shares of Stock or		Grant Date Fair Value of Stock and Option
		Grant		Threshold		Target		Maximum		Threshold		Target		Maximum		Units		Awards
Name		Date		($)		($)		($)		(#)		(#)		(#)		(#)(2)		($)(3)
Paul M. Rady
Absolute TSR PSUs(4)		7/15/20								0		167,500		251,250				440,525
Relative TSR PSUs(5)		7/15/20								83,750		167,500		251,250				552,750
RSUs(6)		7/15/20														335,000		954,750
Glen C. Warren, Jr.
Absolute TSR PSUs(4)		7/15/20								0		67,000		100,500				176,210
Relative TSR PSUs(5)		7/15/20								33,500		67,000		100,500				221,100
RSUs(6)		7/15/20														134,000		381,900
Alvyn A. Schopp
RSUs(6)		1/20/20								—		—		—		2,092,051		5,000,002
Michael N. Kennedy
RSUs(6)		1/20/20								—		—		—		1,338,913		3,200,002
W. Patrick Ash
RSUs(6)		1/20/20								—		—		—		1,046,026		2,500,002

(1)	These columns reflect the threshold, target and maximum amount that may be earned under our 2018 annual incentive plan.
(2)	These columns reflect the threshold, target and maximum number of shares of the Company that may be earned under performance share unit awards granted to each of Messrs. Rady and Warren on AprilJuly 15, 2018.2020. No such awards were granted to Messrs. Schopp, Kennedy and Ash in 2020.
(2)	This column reflects the number of restricted stock unit awards granted to each Named Executive Officer in 2020.
(3)	The amounts in this column represent the grant date fair value of restricted stock unit awards and performance share unit awards granted to the Named Executive Officers pursuant to the AR LTIP, as computed in accordance with FASB ASC Topic 718. See Note 910 to our consolidated financial statements on Form 10-K for the year ended December 31, 2020, for additional detail regarding assumptions underlying the value of these equity awards.
(4)	TheseOne quarter of the absolute TSR PSUs granted on AprilJuly 15, 2018 under the AR LTIP2020 are earned (or not) based upon our three-yearTSR performance for each of four performance periods: (i) from July 15, 2020 to April 15, 2021, (ii) from April 15, 2021 to April 15, 2022, (iii) from April 15, 2022 to April 15, 2023, and (iv) from July 15, 2020 to April 15, 2023. Messrs. Rady and Warren are eligible to receive up to 150% of one quarter of the target amount of TSR PSUs awarded, as determined at the end of each applicable performance period. There is no performance threshold applicable to the absolute TSR PSUs, but if TSR performance as adjusted forfalls between zero and target performance (15% 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.
(5)	One quarter of the relative TSR PSUs granted on July 15, 2020 are earned (or not) based upon our TSR performance against a peer groupfor each of comparable E&P companies. Pursuantfour performance periods: (i) from July 15, 2020 to the TSR PSUs, our Named Executive OfficersApril 15, 2021, (ii) from April 15, 2021 to April 15, 2022, (iii) from April 15, 2022 to April 15, 2023, and (iv) from July 15, 2020 to April 15, 2023. Messrs. Rady and Warren are eligible to receive threshold, target and maximum payouts of 50%, 100% and 150%, respectively, of one quarter the target amount of relative TSRPSUs awarded. In order toawarded, as determined at the end of each applicable performance period. To achieve threshold, target and maximum payouts, under the TSR PSUs, the Company’s absolute TSR performance must be at or over 50% of the target price, 100% of the target price or 150% of the target price, respectively. Additionally, the payout under the TSR PSUs may be further adjusted depending on the Company’s relative TSR performance where amust be in at least the 25th percentile, 50th percentile, or 75th percentile, respectively, of the Peer Group. If relative TSR ranking of less than the 25th percentile results in a negative adjustment of -50% and a relative TSR ranking of more than the 75th percentile results in a positive adjustment of 50%, which may result in payout at 0% of target, even if the threshold for actual TSR is achieved. If actual TSR is achieved at maximum (150% of target), the payout after the adjustment for relative TSR may be 200% of target, as reflected in the “Maximum” column.
(5)	These ROCE PSUs granted on April 15, 2018 under the AR LTIP are earned (or not) based upon the Company’s return on capital employed over the three-year performance period beginning January 1, 2018 and ending December 31, 2020. Pursuant to the ROCE PSUs, our Named Executive Officers are eligible to receivefalls between threshold, target and maximum payoutsperformance, then the number of 50%, 100%relative TSR PSUs that will become vested and 200%, respectively,earned will be determined using linear interpolation between the relevant performance levels.
(6)	The restricted stock units granted to Messrs. Rady and Warren are subject to ratable vesting on the first four anniversaries of April 15, 2020, in each case, subject to such Named Executive Officer’s continued employment through such date. Fifty percent of the target amountrestricted stock units granted to Mr. Schopp vested on January 20, 2021, one quarter of ROCE PSUs. In ordersuch award will vest on July 20, 2021, and one quarter of such award will vest on January 20, 2022, in each case, subject to achieve threshold, targetMr. Schopp’s continued employment through such date. The restricted stock units granted to each of Messrs. Kennedy and maximum payouts underAsh are subject to ratable vesting on the ROCE PSUs, the ROCE must be at or above 85%first three anniversaries of the target ROCE, 100% of the target ROCE, or 115% of the target ROCE, respectively.January 20, 2020, in each case, subject to such Named Executive Officer’s continued employment through such date.

 

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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 20182020 table.

 

Performance Share Units

 

The Compensation Committee granted performance share unit awards underto Messrs. Rady and Warren in July 2020. Fifty percent of the AR LTIP to each of our Named Executive Officers in April 2018. The performance share unit awards will be earned (or not) based partially upon our three-year absolute TSR, as adjusted byand fifty percent of the performance share unit awards will be earned (or not) based upon relative TSR, of the Peer Group, and partially upon our three-year ROCE. Inin each case, measured over four performance periods. Generally, these awards will not vest unless the applicable Named Executive Officer must remainrecipient remains continuously employed by us from the grant date through the applicable vesting date. AllHowever, all of the performance share unit awards will also vest in full upon a termination of a Named Executive Officer’s employment due to his death or disability. The potential acceleration and forfeiture events related to these performance share units are described in greater detail under the heading “Potential Payments Upon Termination or Change in Control” below.

 

Restricted Stock Units

The Compensation Committee granted restricted stock unit awards to each of our Named Executive Officers in 2020. The restricted stock units vest over a two-, three- or four-year period, if such employees remain continuously employed by us from the grant date through the applicable vesting date. The potential acceleration and forfeiture events related to these restricted stock units are described in greater detail under the heading “Potential Payments Upon Termination or Change in Control” below.

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Outstanding Equity Awards at 20182020 Fiscal Year-End

 

The following table provides information concerning equity awards that have not vested forgranted by the Company to our Named Executive Officers that had not vested as of December 31, 2018.2020.

 

		Option Awards												Stock Awards
Name		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)			Number of Securities Underlying Unexercised Options Exercisable (#)			Option Exercise Price ($)			Option Expiration Date			Number of Units That Have Not Vested (#)			Market Value of Units That Have Not Vested ($)(2)			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 ($)(3)
Paul M. Rady
Restricted Stock Units(4)														136,785			1,284,411
Performance Share Units(5)																				447,739			4,204,269
Phantom Units(6)														87,346			1,868,320
Stock Options(7)		25,000			75,000			50.00			4/15/25
Series B Units in IDR LLC(8)		16,000			32,000			N/A			N/A
Glen C. Warren, Jr.
Restricted Stock Units(4)														91,191			856,279
Performance Share Units(5)																				220,549			2,070,955
Phantom Units(6)														58,230			1,245,545
Stock Options(7)		16,667			50,000			50.00			4/15/25
Series B Units in IDR LLC(8)		10,667			21,333			N/A			N/A
Alvyn A. Schopp
Restricted Stock Units(4)														100,714			945,706
Performance Share Units(5)														22,222			208,665			231,216			2,171,118
Phantom Units(6)														21,075			450,784
Stock Options(7)		6,250			18,750			50.00			4/15/25
Kevin J. Kilstrom
Restricted Stock Units(4)														63,214			593,581
Performance Share Units(5)														9,722			91,290			156,216			1,466,868
Phantom Units(6)														21,075			450,784
Stock Options(7)		6,250			18,750			50.00			4/15/25
Michael N. Kennedy
Restricted Stock Units(4)														34,048			319,706
Performance Share Units(5)																				97,882			919,112
Phantom Units(6)														21,075			450,784
Stock Options(7)		6,250			18,750			50.00			4/15/25
Stock Options		—			60,000			54.15			10/16/23
Series B Units in IDR LLC(8)		1,333			2,667			N/A			N/A

		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)														349,875			1,906,819
Performance Share Units(4)																				1,173,991			6,398,251
Stock Options		—			100,000			50.00			4/15/25
Glen C. Warren, Jr.
Restricted Stock Units(3)														143,917			784,348
Performance Share Units(4)																				475,701			2,592,570
Stock Options		—			66,667			50.00			4/15/25
Alvyn A. Schopp
Restricted Stock Units(3)														2,095,721			11,421,679
Performance Share Units(4)																				270,684			1,475,228
Stock Options		—			25,000			50.00			4/15/25
Michael N. Kennedy
Restricted Stock Units(3)														1,342,582			7,317,072
Performance Share Units(4)																				114,067			621,665
Stock Options		—			25,000			50.00			4/15/25
Stock Options		—			60,000			54.15			10/16/23
W. Patrick Ash
Restricted Stock Units(3)														1,073,555			5,850,875
Performance Share Units(4)																				23,283			126,892

(1)	Awards reflected as “Unexercisable” are Series B Units in IDR LLC and stock option awards granted under the AR LTIP that have not yet vested.
(2)	The amounts reflected in this column represent the market value of (i)our common stock underlying the unvested restricted stock unit awards and earned but unvested performance share unit awards granted under the AR LTIP held by the Named Executive Officers, (where the applicable performance hurdle has been achieved but a period of continued service remains), computed based on the closing price of our common stock on December 31, 2018,2020, which was $9.39$5.45 per share and (ii) common units of Antero Midstream Partners underlying the phantom unit awards granted under the Midstream LTIP to the Named Executive Officers, computed based on the closing price of Antero Midstream Partners’ common units on December 31, 2018, which was $21.39 per unit.share.

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(3)	The amounts reflected in this column represent the market value of our common stock underlying the performance share units granted under the AR LTIP reported in the preceding column, computed based on the closing price of our common stock on December 31, 2018,2020, which was $9.39$5.45 per share.
(3)
(4)	Except as otherwise provided in the applicable award agreement, with respect to the amounts reported in these rows (i) the restricted stock unit awards granted under the AR LTIP in 2016 will vest2017 vested on April 15, of each of 2019 and 2020 and2021, (ii) the restricted stock unit awards granted underto Mr. Ash in 2018 vested or will vest ratably on January 15, 2021 and January 15, 2022, (iii) the AR LTIPrestricted stock unit awards granted in 20152019 vested or will vest ratably on each of April 15, 2021, April 15, 2022 and April 15, 2023, (iv) the restricted stock unit awards granted to Messrs. Rady and Warren in 2020 vested or will vest ratably on each of April 15, 2021, April 15, 2022, April 15, 2023 and April 15, 2024, (v) 50% of the restricted stock unit awards granted to Mr. Schopp in 2020 vested on January 20, 2021, and 25% of the unvested restricted stock unit awards granted to Mr. Schopp in 2020 will vest on April 15, 2019,each of July 20, 2021 and January 20, 2022, and (vi) the restricted stock unit awards granted to Messrs.Kennedy and Ash in 2020 vested or will vest ratably on each of January 20, 2021, January 20, 2022 and January 20, 2023, in each case, so long as the applicable Named Executive Officer remains continuously employed by us from the grant date through the applicable vesting date.

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(5)(4)

This row includes outstanding performance share units granted under the AR LTIP, outstanding as set forth below. The amounts included in the parentheticals reflect (i) the threshold number of performance share units for the performance share units that vest based on our relative TSR, the TSR PSU, as performance as of December 31, 2018 was below the threshold for payout of these awards; (ii) the maximum number of the ROCE PSUs, as performance as of December 31, 2018 was at maximum, and (iii) the number of unearned performance share units granted in 2016 as special retention awards for which the applicable stock price hurdle has not been achieved.achieved; (ii) the threshold number of performance share units granted in 2018 that vest based on a combination of our relative TSR and absolute TSR, because performance as of December 31, 2020 was below the threshold for payout of these awards; (iii) the threshold number of the performance share units granted in 2018 that vest based on return on capital employed (“ROCE”) because performance as of December 31, 2020 was below the threshold for payout of these awards; (iv) the target number of performance share units granted in 2019 that vest based on our absolute TSR, because performance as of December 31, 2020 was above threshold for payout of these awards; (v) the maximum number of performance share units granted in 2020 that vest based on our relative TSR, because performance as of December 31, 2020 was at maximum for payout of these awards; and (vi) the maximum number of performance share units granted in 2020 that vest based on our absolute TSR, because performance as of December 31, 2020 was at maximum for payout of these awards. The actual number of shares earned pursuant to performance share units may vary substantially from the amounts set forth belowabove based on actual performance through the end of the applicable performance period.

	•	In 2016 as a special retention award to Mr. Schopp (133,334) and Mr. Kilstrom (58,334), which were eligible to vest based upon achievement of certain stock price hurdles. An additional numberhurdles but were forfeited as of performance share units granted to Mr. Schopp (22,222) and Mr. Kilstrom (9,722) have previously become earned upon achievement ofFebruary 8, 2021 because the applicable stock price hurdle and will vest in February 2019, so long as the applicable Named Executive Officer remains continuously employed by us from the grant date through such date.hurdles were not met.
	•	In 20162018 to Mr. Rady (55,887)(47,780), Mr. Warren (37,258)(19,547), Mr. Schopp (13,972)(9,773), Mr. Kilstrom (13,972) and Mr. Kennedy (13,972)(9,773), that will vestvested were forfeited following the Compensation Committee’s determination in April 2021 of our relative three-year TSRROCE achievement for the performance period ending April 15, 2019, so longDecember 31, 2020, as performance was below the applicable Named Executive Officer remains continuously employed by us from the grant date through such date.threshold level of achievement.
	•	In 2017 to Mr. Rady (89,245), Mr. Warren (59,497), Mr. Schopp (22,014), Mr. Kilstrom (22,014) and Mr. Kennedy (22,014), that will vest following the Committee’s determination of our relative three-year TSR achievement for the performance period ending April 15, 2020, so long as the applicable Named Executive Officer remains continuously employed by us from the grant date through such date.
	•	In 2018 to Mr. Rady (111,487), Mr. Warren (45,608), Mr. Schopp (22,804), Mr. Kilstrom (22,804) and Mr. Kennedy (22,804), that will vestwere forfeited following the Compensation Committee’s determination of our absolute three-year TSR achievement for the performance period ending April 15, 2021, subject to adjustment based on our relative three-year TSR achievement for such performance period, as performance was below the threshold level of achievement.
	•	In 2019 to Mr. Rady (512,224), Mr. Warren (209,546), Mr. Schopp (104,773), Mr. Kennedy (81,490) and Mr. Ash (23,283), that will vest following the Compensation Committee’s determination in April 2022 of our absolute three-year TSR achievement for the performance period ending April 15, 2022, so long as the applicable Named Executive Officer remains continuously employed by us from the grant date through such date.
	•	In 20182020 to Mr. Rady (191,120),(251,250) and Mr. Warren (78,186), Mr. Schopp (39,092), Mr. Kilstrom (39,092) and Mr. Kennedy (39,092),(100,500) that will vest following the Compensation Committee’s determination in April 2019 of our three-year ROCE achievement forabsolute TSR at the end of each of four performance periods: performance period ending December 31,one beginning on July 15, 2020 so long as the applicable Named Executive Officer remains continuously employed by us from the grant date through the Committee’s determination.
(6)	Except as otherwise provided in the applicable award agreement, (i) the phantom units granted under the Midstream LTIP in 2016 will vestand ending on April 15, of each of 2019 and 2020 and (ii) the phantom units granted under the Midstream LTIP in 2017 will vest2021, performance period two beginning on April 15, of each of 2019,2021 and ending on April 15, 2022, performance period three beginning on April 15, 2022 and ending on April 15, 2023, and performance period four beginning on July 15, 2020 and 2021,ending on April 15, 2023, in each case, so long as the applicable Named Executive Officer remains continuously employed by us from the grant date through the applicable vestingeach such date.
(7)•	The unvested stock option awards reflected in this row were granted underIn 2020 to Mr. Rady (251,250) and Mr. Warren (100,500) that will vest following the AR LTIPCompensation Committee’s determination of relative TSR at the end of each of four performance periods: performance period one beginning on July 15, 2020 and will become vested and exercisableending on April 15, 2019,2021, performance period two beginning on April 15, 2021 and ending on April 15, 2022, performance period three beginning on April 15, 2022 and ending on April 15, 2023, and performance period four beginning on July 15, 2020 and ending on April 15, 2023, in each case, so long as the applicable Named Executive Officer remains continuously employed by us or one of our affiliatesfrom the grant date through each such date.
(8)	The Series B Units in IDR LLC reflected in this row are intended to constitute profits interests for federal tax purposes, rather than traditional option awards, and therefore, there is no exercise price or expiration date associated with them. In connection with the Transactions, the Series B Units were exchanged for shares of common stock of New AM and an amount in cash described above under “Compensation Discussion and Analysis—Impact of Simplification Transaction—Series B Units in IDR LLC.” The shares of restricted common stock of New AM received in exchange for the unvested Series B Units in IDR LLC reflected in this row will become vested and exercisable on December 31, 2019, so long as the applicable Named Executive Officer remains continuously employed by us or one of our affiliates through such date.

 

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Option Exercises and Stock Vested in Fiscal Year 20182020

 

The following table provides information concerning equity awards that vested or were exercised by our Named Executive Officers during the 20182020 fiscal year.

 

		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
Restricted Stock Units		—		—		79,093			1,638,807
Phantom Units		—		—		83,000			2,231,400
Glen C. Warren, Jr.
Restricted Stock Units		—		—		52,729			1,092,545
Phantom Units		—		—		55,333			1,487,592
Alvyn A. Schopp
Restricted Stock Units		—		—		139,345			2,531,602
Phantom Units		—		—		20,398			549,022
Kevin J. Kilstrom
Restricted Stock Units		—		—		89,345			1,680,602
Phantom Units		—		—		20,398			549,022
Michael N. Kennedy
Restricted Stock Units		—		—		70,984			1,152,468
Phantom Units		—		—		18,898			506,722

		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		—		—		42,818			59,089
Glen C. Warren, Jr.		—		—		28,545			39,392
Alvyn A. Schopp		—		—		10,665			14,704
Michael N. Kennedy		—		—		10,665			14,704
W. Patrick Ash		—		—		10,853			20,815

(1)	There were no stock option exercises during the 20182020 fiscal year.
(2)	The equity awardsThis column reflects the number of restricted stock units held by each Named Executive Officer that vested during the 20182020 fiscal year disclosed in this column consist of (i) restricted stock units granted under the AR LTIP, (ii) the vested portion of theyear. No performance share unit awards granted underheld by any Named Executive Officer vested during the AR LTIP as special retention awards in February 2016 to Messrs. Schopp and Kilstrom, and (iii) phantom units granted under the Midstream LTIP.2020 fiscal year.
(3)	The amounts reflected in this column represent the aggregate market value realized by each Named Executive Officer upon vesting of (i) the restricted stock unit awards held by such Named Executive Officer, computed based on the closing price of our common stock on the applicable vesting date, and (ii) the phantom unit awards held by such Named Executive Officer, computed based on the closing price of Antero Midstream Partners’ common units on the applicable vesting date.

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Pension Benefits

 

We do not provide pension benefits to our employees.

 

Nonqualified Deferred Compensation

 

We do not provide nonqualified deferred compensation benefits to our employees.

 

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Potential Payments Upon Termination or Change in Control

 

Restricted Stock Units, Performance Share Units Phantom Units and Stock Options

 

Any unvested restricted stock units, unvested phantom unitscash retention awards or unvested stock options subject to time-based vesting criteria granted to our Named Executive Officers under the Prior LTIP and the AR LTIP or the Midstream LTIP, as applicable, will become immediately fully vested (and, in the case of stock options granted under the Prior LTIP, fully exercisable to the extent not already fully exercisable) if the applicable Named Executive Officer’s employment with us terminates due to his death or “disability” or in the event of a “change in control” (as such terms are defined in the ARPrior LTIP or the MidstreamAR LTIP, as applicable). For performance share unit awards granted under the Prior LTIP, any continued employment conditions will be deemed satisfied on the date of the applicable Named Executive Officer’s termination due to his death or “disability” or upon the occurrence of a “change in control,” the performance period will end on the date of such termination of employment or “change in control,” and such performance share unit awards will be settled based on the actual level of performance achieved as of such date. For performance share unit awards granted to Messrs. Rady and Warren in 2020 under the AR LTIP, upon a Named Executive Officer’s termination due to his death or “disability” or upon the occurrence of a “change in control,” (i) any continued employment conditions will be deemed satisfied on the date of such termination of employment or the “change in control” for the portion of the performance share units subject to a performance period that has been completed as of the date of such termination of employment or “change in control,” and such performance share units will be settled based on the actual level of performance achieved, (ii) any performance period that has begun but has not been completed will end on the date of such termination of employment or “change in control,” and the portion of the performance share unit awards subject to such performance period will be settled based on the actual level of performance achieved as of such date, and (iii) the target number of performance share units that are subject to a performance period that has not yet begun as of the date of such termination of employment or “change in control” will be settled.

In addition, any continued employment conditions will be deemed satisfied for a prorated portion of any performance share units granted in 2019 on the date of a Named Executive Officer’s termination of employment for any reason other than for “cause” that occurs after April 15, 2019, for the 2018 awards or after April 15, 2020 for the 2019 awards and prior to the end of the applicable performance period, in each case, based on the number of completed 12-month periods during the applicable performance period. Such prorated portion will remain outstanding and eligible to vest at the end of the applicable performance period based on the actual level of performance achieved as of such date. With respect to the performance share units granted to Messrs. Rady and Warren in 2020 under the AR LTIP, the Named Executive Officer’s termination of employment for any reason other than for “cause” that occurs after April 15, 2021, will result in (i) the satisfaction of any continued employment conditions for the portion of the performance share units subject to a performance period that has been completed as of the date of such termination of employment, (ii) settlement of the number of performance share units subject to a completed performance period based on the actual level of performance achieved, (iii) the deemed ending of the three-year performance period applicable to

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such performance share units as of the date of such termination of employment, and (iv) settlement of a prorated portion of the performance share units subject to such three-year performance period based on the actual level of performance achieved as of the date of such termination of employment.

 

For purposes of thesethe awards granted under the Prior LTIP and the AR LTIP, a Named Executive Officer will be considered to have incurred a “disability” if the executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or whichthat has lasted or can be expected to last for a continuous period of at least 12 months.

 

For purposes of the ARawards granted under the Prior LTIP, awards,a “change in control” generally means the occurrence of any of the following events:

 

•	A person or group of persons acquires beneficial ownership of 50% or more of either (a) the outstanding shares of our common stock or (b) the combined voting power of our voting securities entitled to vote in the election of directors, in each case with the exception of (i) any acquisition directly from us, (ii) any acquisition by us or any of our affiliates, or (iii) any acquisition by any employee benefit plan sponsored or maintained by us or any entity controlled by us;
•	The incumbent members of the Board cease for any reason to constitute at least a majority of the Board;
•	The consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of our assets, or an acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, (A) our outstanding common stock immediately prior to such Business Combination represents more than 50% of the outstanding common equity interests and the outstanding voting securities entitled to vote in the election of directors of the surviving entity, (B) no person or group of persons beneficially owns 20% or more of the common equity interests of the surviving entity or the combined voting power of the voting securities entitled to vote generally in the election of directors of such surviving entity, and (C) at least a majority of the members of the board of directors of the surviving entity were members of the incumbent boardBoard at the time of the execution of the initial agreement or corporate action providing for such Business Combination; or
•	Approval by our shareholdersstockholders of a complete liquidation or dissolution of the Company.

 

For purposes of the Midstreamawards granted under the AR LTIP, awards,a “change in control” meansgenerally has the occurrencesame meaning as given to such term in the Prior LTIP, except that the second prong of any of the following events:such definition has been clarified as follows:

 

•	A person or group of persons, other than certain affiliates of Antero Midstream Partners, becomes the beneficial owner, by way of merger, acquisition, consolidation, recapitalization, reorganization, or otherwise, of 50% or moreThe incumbent members of the voting powerBoard cease for any reason (other than death or disability) to constitute at least a majority of the equity interests inBoard; provided, however, that any indiviudal becomign a director that is approved by a vote of at least two-thirds of the general partnerincumbent members of Antero Midstream Partners;
•	The sale or disposition by either Antero Midstream Partners or the general partnerBoard shall be considered an incumbent member of Antero Midstream Partners of all or substantially all of its assets;
•	The general partner of Antero Midstream Partners’ approval of a complete liquidation or dissolution of Antero Midstream Partners;
•	A transaction resulting in a person or group of persons other than the general partner of Antero Midstream Partners, Antero Midstream Partners, the Company or one of their respective affiliates becoming the general partner of Antero Midstream Partners; or
•	A “Change in Control” as defined in the AR LTIP.Board for these purposes.

 

The Transactions did not result in a “change in control”For purposes of the 2018 and 2019 performance share unit awards granted under the outstandingPrior LTIP and the 2020 performance share unit awards described above.granted under the AR LTIP, “cause” shall mean a finding by the Compensation Committee of the executive’s: (i) final conviction of, or plea of nolo contendere to, a crime that constitutes a felony (or state law equivalent); (ii) gross negligence or willful misconduct in the performance of the executive’s duties that would reasonably be expected to have a material adverse economic effect on us or any of our affiliates; (iii) willful failure without proper legal reason to perform the executive’s duties; or (iv) a material breach of any material provision of the applicable award agreement or any other written agreement or corporate policy or code of conduct established by us or any of our affiliates that would reasonably be expected to have a material adverse economic effect on us or any of our affiliates.

 

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Series B Units in IDR LLC

The Series B Units in IDR LLC held by Messrs. Rady, Warren and Kennedy were exchanged for unvested shares of common stock of New AM in connection with the Transactions. Such unvested shares will vest upon the consummation of a change of control transaction (as defined in the IDR LLC Agreement) or upon an involuntary termination without cause or due to death or disability. As discussed above, the Series B Units in IDR LLC issued to Messrs. Rady and Warren on December 31, 2016 and to Mr. Kennedy on January 10, 2017 were intended to constitute “profits interests” for federal tax purposes and were not traditional options.

As used in the IDR LLC Agreement and the award agreements pursuant to which the Series B Units in IDR LLC were granted, “change of control transaction” means the occurrence of any of the following events:

•	Any consolidation, conversion, merger or other business combination involving IDR Holdings or AMGP, in which a majority of the outstanding Series A Units of IDR LLC or a majority of the outstanding common shares of AMGP (the “AMGP common shares”) are exchanged for or converted into cash, securities of a corporation or other business organization, or other property;
•	A sale or other disposition of all or a material portion of the assets of IDR LLC;
•	A sale or other disposition of all or substantially all of the assets of AMGP followed by a liquidation of AMGP or a distribution to the members of AMGP of all or substantially all of the net proceeds of such disposition after payment of liabilities and other obligations of AMGP;
•	The sale by all the members of IDR LLC of all or substantially all of the outstanding IDR LLC membership interests in a single transaction or series of related transactions; or
•	The sale of all of the outstanding AMGP common shares in a single transaction or series of related transactions.

The Transactions did not result in a “change of control transaction” under the IDR LLC Agreement.

With respect to vested Series B Units in IDR LLC, Messrs. Rady, Warren and Kennedy had the right, upon delivery of notice to IDR LLC, to require IDR LLC to redeem all or a portion of their vested Series B Units for a number of newly issued Antero Midstream GP LP (“AMGP”) common shares, equal to the quotient determined by dividing (a) the product of (i) the Per Vested B Unit Entitlement (as defined below) and (ii) the number of vested Series B Units being redeemed, by (b) the volume-weighted average price of an AMGP common share for the 20 trading days ending on and including the trading day prior to the date of such notice (the “AMGP VWAP Price”). However, in no event would the aggregate number of AMGP common shares issued by AMGP pursuant to all such redemptions by owners of Series B Units exceed 6% of the aggregate number of issued and outstanding AMGP common shares.

For purposes of the redemption right described above, the “Per Vested B Unit Entitlement” was calculated in accordance with the IDR LLC Agreement, and equaled, as of the date of determination, the quotient obtained by dividing (a) the product of (i) the fair market value of IDR LLC (which for this purpose was based on the equity value of AMGP calculated on the applicable date of determination by multiplying the AMGP VWAP Price and the number of then-outstanding AMGP common shares) as of such date minus $2.0 billion and (ii) the product of (A) 6%, (B) the percentage of authorized Series B Units that were outstanding at such time and (C) the percentage of outstanding Series B Units that have vested, by (b) the total number of vested Series B Units outstanding at such time. In addition, upon the earliest to occur of (x) December 31, 2026, (y) a change of control transaction of AMGP or of IDR LLC, or (z) a liquidation of IDR LLC, AMGP was entitled to redeem each outstanding Series B Unit in exchange for AMGP common shares in accordance with the ratio described above, subject to certain limitations.

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Potential Payments Upon Termination or Change in Control Table for Fiscal 2018

If the employment of any of our Named Executive Officers would have terminated due to any Named Executive Officer’s death or disability, the unvested portion of his restricted stock units, phantom units and stock options, as applicable, would have become vested. The restricted stock units (and, if exercised, the stock options) granted under the AR LTIP represent a direct interest in shares of our common stock, which had a closing price on December 31, 2018, of $9.39 per share. The phantom units granted under the Midstream LTIP represent a direct interest in Antero Midstream Partners’ common units, which had a closing price on December 31, 2018, of $21.39 per unit.

The amounts that each of our Named Executive Officers would receive in connection with the accelerated vesting of their equity awards (other than stock options) upon a termination due to their death or disability (assuming such termination occurred on December 31, 2018) are reflected in the last column of the Outstanding Equity Awards at 2018 Fiscal Year-End table above. Because the exercise price of stock options held by our Named Executive Officers exceeded the fair market value of the Company’s common stock on December 31, 2018, no value would have been received by our Named Executive Officers with respect to their stock options in connection with the accelerated vesting of these awards.

Quantification of Benefits

 

The following table summarizes the compensation and other benefits that would have become payable to each Named Executive Officer assuming such Named Executive Officer was terminated either (i) as a result of his death or disability or (ii) for any reason other than cause or a change in control of the Company, and Antero Midstream Partners occurredin each case, on December 31, 2018.2020. The restricted stock units, performance share units and, once exercised, the stock options represent a direct interest in shares of our common stock, which had a closing price on December 31, 2020, of $5.45 per share.

 

		Potential Payments upon a Change in Control of the Company as of December 31, 2018
Name		Restricted Stock Units ($)			Performance Share Unit Awards ($)(1)			Phantom Units ($)		Stock Options ($)(2)		Series B Units in IDR LLC ($)(3)			Total ($)		Cash Retention Awards ($)			Restricted Stock Units ($)			Performance Share Units ($)			Stock Options ($)(4)		Total ($)
Paul M. Rady		1,284,411			1,794,617			1,868,320		—		—			4,947,348
Death; Disability																	N/A			1,906,819			3,705,913	(1)		—		5,612,732
Termination Other Than For Cause																	N/A			N/A			474,575	(2)		—		474,575
Change in Control																	N/A			1,906,819			3,705,913	(3)		—		5,612,732
Glen C. Warren, Jr.		856,279			734,167			1,245,545		—		—			2,835,991
Alvyn A. Schopp		945,706			575,738			450,784		—		N/A			1,972,228
Kevin J. Kilstrom		593,581			458,363			450,784		—		N/A			1,502,728
Death; Disability																	N/A			784,348			1,495,306	(1)		—		2,279,654
Termination Other Than For Cause																	N/A			N/A			194,140	(2)		—		194,140
Change in Control																	N/A			784,348			1,495,306	(3)		—		2,279,654
Alvyn A. Schopp(5)
Death; Disability																	2,000,000			11,421,679			291,215	(1)		—		13,712,894
Termination Other Than For Cause																	N/A			N/A			97,070	(2)		—		97,070
Change in Control																	2,000,000			11,421,679			291,215	(3)		—		13,712,894
Michael N. Kennedy		319,706			367,074			450,784		—		—			1,137,564
Death; Disability																	800,000			7,317,072			226,497	(1)		—		8,343,569
Termination Other Than For Cause																	N/A			N/A			75,499	(2)		—		75,499
Change in Control																	800,000			7,317,072			226,497	(3)		—		8,343,569
W. Patrick Ash
Death; Disability																	500,000			5,850,875			64,713	(1)		—		6,415,588
Termination Other Than For Cause																	N/A			N/A			21,571	(2)		—		21,571
Change in Control																	500,000			5,850,875			64,713	(3)		—		6,415,588

(1)	Acceleration of the performance share unit awards granted underin 2018 and 2019 is based upon actual performance as of the AR LTIPdate of the termination of employment as a result of the Named Executive Officer’s death or disability. As of December 31, 2020, the ROCE performance goals applicable to certain of the performance share units granted in 2016 (other than2018 were not met and the specialTSR performance share units granted in 2018 were trending below threshold performance, so the value reflected in this column does not include the value of such awards, but the performance share units granted in 2019 were trending above threshold performance, so the value reflected in this column represents settlement of such 2019 PSUs at 59%, or actual performance as of December 31, 2020. Acceleration of the performance share unit awardawards granted in February 20162020 to Messrs. SchoppRady and Kilstrom)Warren is based upon actual performance as of the date of the termination of employment as a result of the Named Executive Officer’s death or disability for the one-year performance period applicable to such awards beginning on July 15, 2020 and 2017,ending on April 15, 2021 and the three-year performance period applicable to such awards beginning on July 15, 2020 and ending on April 15, 2023, and target performance for the one-year performance period applicable to such awards beginning on April 15, 2021 and ending on April 15, 2022 and the one-year performance period applicable to such awards beginning on April 15, 2022 and ending on April 15, 2023. As of December 31, 2020, performance for the one-year and three-year performance periods described in the immediately preceding sentence and applicable to the 2020 performance share unit awards was trending at maximum, so the value reflected in this column represents settlement of the applicable portion of each such award at maximum value.
(2)	Upon a Named Executive Officer’s termination other than for cause on December 31, 2020, (i) two-thirds of the TSR-based performance share units granted on April 15, 2018 would have remained outstanding, subject to achievement of the applicable performance goals through the remainder of the performance period, (ii) one-third of the performance share units granted on April 15, 2019 would have remained outstanding, subject to achievement of the applicable performance goals through the remainder of the performance period, and (ii) none of the performance share units granted on July 15, 2020 would become vested. As of December 31, 2020, the ROCE performance goals applicable to certain of the performance share units granted in 2018 were not met and the TSR performance share units granted in 2018 were trending below threshold performance, so the value reflected in this column does not include the value of such awards, but the performance share units granted in 2019 were trending above threshold performance, so the value reflected in this column represents one-third of each of the 2019 PSUs at 59%, or actual performance as of December 31, 2020.

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(3)	Acceleration of the performance share unit awards granted in 2018 and ROCE PSUs2019 is based upon actual performance as of the date of the change in control. As of December 31, 2018, (i) all such awards (other than2020, the ROCE PSUs)performance goals applicable to certain of the performance share units granted in 2018 were not met and the TSR performance share units granted in 2018 were trending below threshold performance, so nothe value would have been received by our Named Executive Officers with respectreflected in this column does not include the value of such awards, but the performance share units granted in 2019 were trending above threshold performance, so the value reflected in this column represents settlement of such 2019 PSUs at 59%, or actual performance as of December 31, 2020. Acceleration of the performance share unit awards granted in 2020 to Messrs. Rady and Warren is based upon actual performance as of the date of the change in control for the one-year performance period applicable to such awards in connection withbeginning on July 15, 2020 and ending on April 15, 2021, and the accelerated vesting ofthree-year performance period applicable to such awards (other thanbeginning on July 15, 2020 and ending on April 15, 2023, and target performance for the ROCE PSUs)one-year performance period applicable to such awards beginning on April 15, 2021 and (ii)ending on April 15, 2022 and the ROCE PSUs wereone-year performance period applicable to such awards beginning on April 15, 2022 and ending on April 15, 2023. As of December 31, 2020, performance for the one-year and three-year performance periods described in the immediately preceding sentence and applicable to the 2020 performance share unit awards was trending at maximum, so the value reflected in this column represents settlement atof the applicable portion of each such award’saward at maximum value. With respect to the special performance share unit award granted in February 2016 to Messrs. Schopp and Kilstrom, the amount reflected here represents the lapse
(4)	Because (i) each of the employment condition for the portion of such awards for which the applicableNamed Executive Officer’s stock price hurdle has previously been achieved.
(2)	Becauseoptions were fully vested on December 31, 2020 and (ii) the exercise price of stock options held by our Named Executive Officers exceeded the fair market value of the Company’s common stock on December 31, 2018,2020, no value would have been received by our Named Executive Officers with respect to their stock options in connection with the accelerated vesting of these awards.
(5)
(3)	The Series B UnitsWith respect to the special performance share unit award granted in IDR LLC heldFebruary 2016 to Mr. Schopp, no value would be received by each of Messrs. Rady, Warren and Kennedy will were exchanged for unvested shares of common stock of New AM in connection with the Transactions. Such unvested shares vest upon the consummation of a change of control transaction or upon an involuntary termination ofMr. Schopp, as the applicable executive’s employment without cause or due to death or disability. The Series B Units in IDR LLC arestock price hurdle has not traditional options. The redemption right described above only applied upon a change of control transaction applicable to IDR LLC or the general partner of Antero Midstream Partners (not a change of control of the Company or Antero Midstream Partners), and, therefore, the redemption value is not disclosed in this table. In connection with the Transactions, this redemption right was cancelled.been achieved.

 

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Equity Compensation Plan Information

 

The following table sets forth information about securities that may be issued under the existing equity compensation plans of the Company Antero Midstream Partners and AMGP as of December 31, 2018.2020.

 

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)				Weighted – average exercise price of outstanding options, warrants and rights (b)				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)				Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1)			Weighted – average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders
Antero Resources Corporation Long-Term Incentive Plan(1)(2)			4,059,401			$	50.55	(4)			8,351,638			8,439,336			50.64(3)			—
Antero Midstream Partners LP Long-Term Incentive Plan(2)			583,000				N/A	(5)			7,932,261
Antero Midstream GP LP Long-Term Incentive Plan(3)			N/A				N/A	(6)			881,626
Antero Resources Corporation 2020 Long-Term Incentive Plan(2)														2,973,320			N/A(3)			6,921,638
Equity compensation plans not approved by security holders			—				—				—			—			—			—
TOTAL			4,642,401								17,165,525

(1)	TheThis column reflects the maximum number of shares of our common stock subject to performance share unit awards and the number of shares of our common stock subject to restricted stock unit awards and options granted under the Prior LTIP and the AR LTIP, was approved by our sole shareholder prioroutstanding and unvested as of December 31, 2020. Because the number of shares of common stock to our IPO and by our shareholders atbe issued upon settlement of outstanding performance share unit awards is subject to performance conditions, the 2014 annual meetingnumber of shareholders.shares of common stock actually issued may be substantially less than the number reflected in this column.
(2)	The MidstreamPrior LTIP was approved by the Company and the general partner of Antero Midstream Partnersour sole stockholder prior to its IPO.our IPO and by our stockholders at the 2014 annual meeting of stockholders. The AR LTIP was approved by our stockholders at the 2020 annual meeting of stockholders.
(3)	The AMGP LTIP was approved by the general partner of the general partner of Antero Midstream Partners prior to its IPO.
(4)	The calculation of the weighted-average exercise price of outstanding options, warrants and rights under the Prior LTIP excludes restricted stock unit and performance share unit awards granted under the ARPrior LTIP.
(5)	Only phantom unit awardsrestricted stock units and restricted unit awardsperformance share units have been granted under the MidstreamAR LTIP; there is no weighted average exercise price associated with these awards.
(6)	Only common shares representing limited partner interests have been granted under the AMGP LTIP; there is no weighted average exercise price associated with these awards. Awards under the AMGP LTIP have only been issued to non-employee directors of AMGP GP LLC, AMGP’s general partner. No awards have been made to our Named Executive Officers under the AMGP LTIP.

 

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CEOChief 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 CEO,Chief Executive Officer, Mr. Rady. For 2018,2020, the median of the annual total compensation of all Company employees (other than our CEO)Chief Executive Officer), calculated in accordance with paragraph (c)(2)(x) of Item 402 of Regulation S-K, was $92,772,$97,851, and the annual total compensation of our CEO,Chief Executive Officer, as reported in the Summary Compensation Table, was $9,143,022.$3,443,976.

 

Based on this information, for 2018,2020, the ratio of the annual total compensation of Mr. Rady to the median of the annual total compensation of all of our employees was 9935 to 1.

 

Methodology and Assumptions

 

When identifying our median employee in 2018, weWe selected December 31, 2018,2020, as the date on which to determine our employee population for purposes of identifying the median of the annual total compensation of all of our employees (other than the CEO),Chief Executive Officer) because it was efficient to collect payroll data and other necessary information as of that date. As of December 31, 2018,2020, our employee population consisted of 622521 individuals, including all individuals employed by the Company or any of its consolidated subsidiaries, whether as full-time, part-time, seasonal or temporary workers. This population does not include independent contractors engaged by the Company.contractors. All of our employees are located in the United States.

 

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In identifying our median employee in 2018,2020, we utilizedused the annual total compensation as reported in Box 1 of each employee’s Form W-2 for 20182020 provided to the Internal Revenue Service.Service, minus the amount of each employee’s compensation that Antero Midstream reimbursed us for, calculated using the same methodology used to determine the 2020 NEO AM Reimbursement Percentage, as described above under “Compensation Discussion and Analysis—Implementing Our Compensation Program Objectives—Role of the Antero Midstream Compensation Committee and Allocation of Compensation Expenses.” We believe this methodology provides a reasonable basis for determining the allocated portion of each employee’s total annual compensation, and is an economical method of evaluating our employee population’sthe total annual compensation of our employees and identifying our median employee. For the 10323 employees hired during 2018,2020, we utilized the annual total compensation reported on each such employee’s Form W-2 for 20182020 without annualization adjustments.adjustments, less the amount of such employee’s compensation that Antero Midstream reimbursed us for. No cost-of-living adjustments were made in identifying our median employee, as all of our employees (including our CEO)Chief Executive Officer) are located in the United States. This calculation methodology was consistently applied to our entire employee population, determined as of December 31, 2018, in order2020, to identify our median employee in 2018.2020. After we identified our median employee, we calculated each element of our median employee’s annual compensation for 20182020 in accordance with paragraph (c)(2)(x) of Item 402 of Regulation S-K using the allocation methodology described above, which resulted in annual total compensation of $92,772.$97,851. The difference between our median employee’s total compensation reported on Form W-2 and our median employee’s annual total compensation calculated in accordance with paragraph (c)(2)(x) of Item 402 of Regulation S-K was $3,181.$23,849. This amount reflects the Company’s 401(k) match and non-cash imputed earnings offset by benefits deductible from gross income. Similarly, the 20182020 annual total compensation of our CEOChief Executive Officer was calculated in accordance with paragraph (c)(2)(x) of Item 402 of Regulation S-K, as reported in the “Total” column of the Summary Compensation Table.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

Beneficial Ownership

 

The following table sets forth information with respect to the beneficial ownership of our common stock as of April 22, 2019,2021, by:

 

•	each of our named executive officers;Named Executive Officers;
•	each of our directors and nominees;
•	all of our directors, director nominees and executive officers as a group; and
•	each person known to us to be the beneficial owner of more than 5% of our outstanding common stock.

 

Except as otherwise noted, the personpersons or entities listed below have sole voting and investment power with respect to all shares of our common stock beneficially owned by them, except to the extent this power may be shared with a spouse. All information with respect to beneficial ownership has been furnished by the respective directors, officers or more than 5% shareholders,stockholders, as the case may be. Unless otherwise noted, the mailing address of each person or entity named in the table is 1615 Wynkoop Street, Denver, Colorado, 80202.

 

		Common Stock Beneficially Owned
Name and Address of Beneficial Owner		Number of Shares				Percentage of Class
Warburg Pincus Funds(1)(2)			16,094,190				5.2%
SailingStone Capital Partners LLC(3)(4)			24,886,129				8.1%
The Baupost Group, L.L.C.(5)(6)			28,587,791				9.2%
The Vanguard Group, Inc.(7)(8)			22,697,352				7.3%
FPR Partners, LLC(9)(10)			19,600,482				6.3%
Peter R. Kagan(1)(11)(12)(13)			16,476,544				5.3%
W. Howard Keenan, Jr.(11)(14)(15)			219,703				*
Robert J. Clark(11)			40,458				*
Benjamin A. Hardesty(11)			52,104				*
James R. Levy(1)(11)(16)			16,213,407				5.2%
Joyce E. McConnell			16,457				*
Paul J. Korus			7,116				*
Paul M. Rady(17)(18)			14,953,197				4.8%
Glen C. Warren, Jr.(19)(20)(21)			10,927,973				3.5%
Alvyn A. Schopp(22)			1,123,733				*
Kevin J. Kilstrom(23)			133,113				*
Michael N. Kennedy(24)			236,981				*
Directors and executive officers as a group (12 persons)(25)			29,879,951				9.7%

	Common Stock Beneficially Owned
Name and Address of Beneficial Owner	Number of Shares			Percentage of Class
The Vanguard Group, Inc.(1)	22,472,797			7.44%
BlackRock, Inc.(2)	19,992,547			6.62%
FPR Partners, LLC(3)	17,777,559			5.89%
Paul M. Rady(4)	15,158,435			5.02%
Glen C. Warren, Jr.(5)	11,060,044			3.66%
Robert J. Clark(6)	156,794			*
Benjamin A. Hardesty(7)	148,628			*
W. Howard Keenan, Jr.(8)	329,139			*
Paul J. Korus	102,640			*
Jacqueline C. Mutschler	44,993			*
Vicky Sutil	64,714			*
Thomas B. Tyree, Jr.	64,714			*
W. Patrick Ash(9)	210,992			*
Michael N. Kennedy(10)	343,475			*
Alvyn A. Schopp(11)	1,703,867			*
Directors and executive officers as a group (12 persons)	29,388,435			9.73%

*	Less than one percent.
(1)	Based upon its Schedule 13G/A filed on February 12, 2019, with the SEC, the Warburg Pincus Funds (as defined in footnote 2) have a mailing address of c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, New York 10017.
(2)	Based upon its Schedule 13G/A filed on February 12, 2019, with the SEC, the Warburg Pincus Funds are Warburg Pincus Private Equity X O&G, L.P., a Delaware limited partnership (“WP X O&G”). Warburg Pincus X, L.P., a Delaware limited partnership (“WP X GP”), is the general partner of WP X O&G and Warburg Pincus X Partners, L.P., a Delaware limited partnership (“WP X Partners”). Warburg Pincus X GP L.P., a Delaware limited partnership (“WP X GP LP”), is the general partner of WP X GP. WPP GP LLC, a Delaware limited liability company (“WPP GP”), is the general partner of WP X GP LP. Warburg Pincus Partners, L.P., a Delaware limited partnership (“WP Partners”), is the managing member of WPP GP. Warburg Pincus Partners GP LLC, a Delaware limited liability company (“WP Partners GP”), is the general partner of WP Partners. Warburg Pincus & Co., a New York general partnership (“WP”), is the managing member of WP Partners GP. Warburg Pincus LLC, a New York limited liability company (“WP LLC”), is the manager of WP X O&G and WP X Partners. Each of WP X O&G, WP X GP, WP X GP LP, WPP GP, WP Partners, WP Partners GP, WP and WP LLC are collectively referred to herein as the “Warburg Pincus Entities.” Each Warburg Pincus Entity disclaims beneficial ownership with respect to any shares of common stock of Antero, except to the extent of its pecuniary interest therein. In addition, two of our directors, Peter R. Kagan and James R. Levy, also serve as partners of WP and as Managing Directors and Members of WP LLC. Each of Messrs. Kagan and Levy disclaims beneficial ownership of all shares of common stock of Antero attributable to the Warburg Pincus Entities except to the extent of his pecuniary interest therein.

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(3)	Based upon its Schedule 13G/A filed on February 8, 2019, with the SEC, SailingStone Capital Partners LLC (“SailingStone”) has a mailing address of One California Street, 30th Floor, San Francisco, California 94111.
(4)	Based upon its Schedule 13G/A filed on February 8, 2019, with the SEC, SailingStone Holdings LLC (“SailingStone Holdings”) is the general partner of SailingStone GP LP, which serves as managing member of SailingStone, and SailingStone Holdings could be deemed to share the power to vote and dispose or direct the disposition of the securities owned by SailingStone. Each of MacKenzie B. Davis and Kenneth L. Settles Jr. is a managing member and control person of SailingStone Holdings and SailingStone, and could be deemed to share the power to dispose or direct the disposition of such shares.
(5)	Based upon its Schedule 13G filed on February 13, 2019, with the SEC, The Baupost Group, L.L.C. (“Baupost”) has a mailing address of 10, St. James Avenue, Suite 1700, Boston, Massachusetts 02116.
(6)	Based upon its Schedule 13G filed on February 13, 2019, with the SEC, Baupost is a registered investment adviser and acts as an investment adviser and general partner to various private investment limited partnerships. Baupost Group GP, L.L.C. (“BG GP”), as the Manager of Baupost, and Seth A. Klarman, as the sole owner and Managing Member of BG GP and a controlling person of Baupost, may be deemed to have beneficial ownership of the securities beneficially owned by Baupost.
(7)	Based upon its Schedule 13G/A filed on February 11, 2019,2021, with the SEC, The Vanguard Group, Inc. has a mailing address of 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
(8)(2)	Based upon its Schedule 13G filed on February 5, 2021, with the SEC (the “BlackRock 13G”), BlackRock, Inc., together with certain of its affiliates (“BlackRock”) has a mailing address of 55 East 52nd Street, New York, New York. Based upon the BlackRock 13G, BlackRock may be deemed to be the beneficial owner of a total of 19,992,547 shares, with shared voting power as to zero shares, shared dispositive power as to zero shares, sole voting power as to 19,297,368 shares and sole dispositive power as to 19,992,547 shares.
(3)	Based upon its Schedule 13G/A filed on February 11, 2019,16, 2021, with the SEC Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc.(the “FPR 13G”), is the beneficial owner of 97,999 shares or .03% of the outstanding common stock of Antero as a result of serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 178,333 shares, or .05%, of the outstanding common stock of Antero as a result of serving as investment manager of Australian investment offerings.
(9)	Based upon its Schedule 13G filed on February 14, 2019, with the SEC, FPR Partners, LLC (“FPR Partners”) has a mailing address of 199 Fremont Street, Suite 2500, San Francisco, California 94105.
(10)	Based upon its Schedulethe FPR 13G, filed on February 14, 2019, with the SEC, FPR Partners is a registered investment adviser and acts as an investment adviser to various limited partnerships and accounts. Andrew Raab and Bob Peck are the Senior Managing Members of FPR Partners, and may be deemed to have beneficial ownership of the securities beneficially owned by FPR Partners.
(11)(4)	Includes options to purchase 1,477 shares of common stock that expire ten years from the date of grant, or October 10, 2023, and options to purchase 1,526 shares of common stock that expire ten years from the date of grant, or October 16, 2024.
(12)	Includes 7,500 shares of common stock held by The 2017 Kagan Family Trust, over which Mr. Kagan may be deemed to have shared voting and dispositive power. Mr. Kagan disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
(13)	Includes 16,094,190 shares of common stock held by the Warburg Pincus Entities (as defined in footnote 2). Mr. Kagan disclaims beneficial ownership of all shares of common stock of Antero attributable to the Warburg Pincus Entities except to the extent of his pecuniary interest therein.
(14)	Has a mailing address of 410 Park Avenue, 19th Floor, New York, New York 10022.
(15)	Mr. Keenan is a member and manager of the direct or indirect general partner of each of Yorktown Energy Partners V, L.P., Yorktown Energy Partners VI, L.P., Yorktown Energy Partners VII, L.P. and Yorktown Energy Partners VIII, L.P., which own 235,380 shares of common stock, 215,319 shares of common stock, 651,033 shares of common stock and 10,425,078 shares of common stock, respectively. Mr. Keenan does not have sole or shared voting or investment power within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 with respect to the shares of common stock held by such investment funds and disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(16)	Includes 16,094,190 shares of common stock held by the Warburg Pincus Entities (as defined in footnote 2). Mr. Levy disclaims beneficial ownership of all shares of common stock of Antero attributable to the Warburg Pincus Entities except to the extent of his pecuniary interest therein.
(17)	Includes 2,822,552 shares of common stock held by Salisbury Investment Holdings LLC (“Salisbury”) and 2,461,712 shares of common stock held by Mockingbird Investments LLC (“Mockingbird”). Mr. Rady owns a 95% limited liability company interest in Salisbury and his spouse owns the remaining 5%. Mr. Rady owns a 13.1874% limited liability company interest in Mockingbird, and two trusts under his control own the remaining 86.8126%. Mr. Rady disclaims beneficial ownership of all shares held by Salisbury and Mockingbird except to the extent of his pecuniary interest therein.
(18)	Includes 57,693 Does not include 487,594 shares of common stock that remain subject to vesting, and includes options to purchase 100,000 shares of common stock that expire ten years from the date of grant, or April 15, 2025. Includes 125,624 shares of common stock underlying performance share units for which delivery could be triggered within 60 days of April 22, 2021.

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(5)	Mr. Warren indirectly owns 7 shares of common stock purchased by a family member, and these shares are included because of his relation to the purchaser. Mr. Warren disclaims beneficial ownership of all shares reported except to the extent of his pecuniary interest therein.
(20)	Includes 3,848,997 shares of common stock held by Canton Investment Holdings LLC (“Canton”), 803,000 shares of common stock held by the Warren 2020 Family Trust (the “Warren 2020 Trust”) and 735,000 shares of common stock held by the Titus Foundation (“Titus”). Mr. Warren is the managing member and 50% owner of Canton, the trustee of the Warren 2020 Trust and the President of Titus. Mr. Warren disclaims beneficial ownership of all shares held by Canton, the Warren 2020 Trust and Titus,except to the extent of his pecuniary interest therein.
(21)	Includes 38,462 Does not include 100,500 shares of common stock that remain subject to vesting, and includes options to purchase 66,667 shares of common stock that expire ten years from the date of grant, or April 15, 2025.
(22)	Includes 14,32550,250 shares of common stock that remain subject to vesting, andunderlying performance share units for which delivery could be triggered within 60 days of April 22, 2021.
(6)	Includes options to purchase 25,0001,477 shares of common stock that expire ten years from the date of grant, or April 15, 2025.
(23)	Includes 14,325 shares of common stock that remain subject to vesting,October 10, 2023, and options to purchase 25,0001,526 shares of common stock that expire ten years from the date of grant, or April 15, 2025.October 16, 2024.
(24)(7)	Includes 14,324options to purchase 1,477 shares of common stock that expire ten years from the date of grant, or October 10, 2023, and options to purchase 1,526 shares of common stock that expire ten years from the date of grant, or October 16, 2024.
(8)	Has a mailing address of 410 Park Avenue, 19th Floor, New York, New York 10022. Includes options to purchase 1,477 shares of common stock that expire ten years from the date of grant, or October 10, 2023, and options to purchase 1,526 shares of common stock that expire ten years from the date of grant, or October 16, 2024. Mr. Keenan is a member and manager of the direct or indirect general partner of each of Yorktown Energy Partners V, L.P., Yorktown Energy Partners VI, L.P., Yorktown Energy Partners VII, L.P. and Yorktown Energy Partners VIII, L.P., which own 235,380 shares of common stock, 215,319 shares of common stock, 651,033 shares of common stock and 10,425,078 shares of common stock, respectively. Mr. Keenan does not have sole or shared voting or investment power within the meaning of Rule 13d-3 under the Exchange Act with respect to the shares of common stock held by such investment funds and disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
(9)	Does not include 766,547 shares of common stock that remain subject to vesting,vesting.
(10)	Does not include 945,130 shares of common stock that remain subject to vesting. Includes options to purchase 60,000 shares of common stock that expire ten years from the date of grant, or October 10, 2023, and options to purchase 25,000 shares of common stock that expire ten years from the date of grant, or April 15, 2025.
(25)(11)	Excludes 16,094,190Does not include 1,119,556 shares of common stock held bythat remain subject to vesting. Includes options to purchase 25,000 shares of common stock that expire ten years from the Warburg Pincus Entities (as defined in footnote 2), over which Messrs. Kagan and Levy may be deemed to have indirect beneficial ownership.date of grant, or April 15, 2025.

 

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 

Section 16(a) of the Exchange Act and related rules of the SEC require our directors and Section 16 officers, and persons who own more than 10% of a registered class of our equity securities, to file initial reports of ownership and reports of changes in ownership with the SEC. These persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports that they file. We assist our directors and executive officers in making their Section 16(a) filings, pursuant to powers of attorney granted by our insiders, based on the basis of information obtained from them and our records.

DELINQUENT SECTION 16(A) REPORTS

 

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to Antero during 2018,2020, including those reports we have filed on behalf of our directors and Section 16 officers pursuant to powers of attorney, no person subject to Section 16 of the Exchange Act failed to file on a timely basis during 2018;2020, except that the FormForms 4 filed with respect to the quarterly awards granted to each of our non-employee directors on March 29, 2019 by W. Howard Keenan, Jr. disclosing the sale of certain of Antero’s shares held by certain funds of Yorktown Partners LLC wasOctober 10, 2020 were not timely filed.timely.

 

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RELATED PERSON TRANSACTIONS

 

General

 

The Audit Committee is charged with reviewing the material facts of all related person transactions that do not involve Antero Midstream or its subsidiaries. The Board, or, if so delegated by the Board, the Conflicts Committee, is charged with reviewing the material facts of related person transactions involving Antero Midstream and its subsidiaries. The Audit Committee, the Board, or the Conflicts Committee, as applicable, either approvingapproves or disapprovingdisapproves of Antero’s participation in such transactions under Antero’s Related Persons Transaction Policy adopted by the Board (“RPT Policy”) on October 7, 2013,, which pre-approves certain transactions that are not deemed to be related person transactions pursuant to Item 404 of Regulation S-K.

 

The Audit Committee Chairman may approve any related person transaction in which the aggregate amount involved is expected to be less than $120,000 in any calendar year. A summary of such approved transactions and each new related person transaction deemed pre-approved under the RPT Policy is provided to the Audit Committee for its review. The Audit Committee has the authority to modify the RPT Policy regarding pre-approved transactions or to impose conditions upon the ability ofestablish guidelines for Antero to participate in any ongoing related person transaction.

 

For all related person transactions during 20182020 that were required to be reported in “Related Persons Transactions,” the procedures described above were followed unless the RPT Policy did not require review, approval or ratification of the transaction.

 

Agreements with Antero Midstream Corporation

Simplification Agreement

On March 12, 2019, Antero closed the transactions contemplated by that certain Simplification Agreement, dated as of October 9, 2018 (the “Simplification Agreement”), by an among Antero Midstream GP LP, Antero Midstream Partners and certain of Antero’s and their affiliates, pursuant to which, among other things, (1) Antero Midstream GP LP converted from a limited partnership to a corporation under the laws of the State of Delaware and changed its name to New AM (which is referred to as “New AM” and the

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conversion, the “Conversion”); (2) an indirect, wholly owned subsidiary of New AM merged with and into Antero Midstream Partners, with Antero Midstream Partners surviving the merger as an indirect, wholly owned subsidiary of New AM (the “Merger”) and (3) all the issued and outstanding Series B Units representing limited liability company interests of Antero IDR Holdings LLC (“IDR Holdings”), a subsidiary of AMGP and the holder of all of Antero Midstream’s incentive distribution rights, were exchanged for an aggregate of approximately 17.35 million shares of New AM’s common stock (the “Series B Exchange”). The Conversion, the Merger, the Series B Exchange and the other transactions contemplated by the Simplification Agreement are collectively referred to as the “Transactions.” In connection with the closing of the Transactions (the “Closing”), Antero received $297 million and 158,419,937 shares of common stock of New AM, resulting in Antero owning approximately 31% of New AM’s common stock.

Voting Agreement

Concurrently with the execution of the Simplification Agreement, Antero entered into a voting agreement with Antero Midstream GP LP (the “Voting Agreement”), pursuant to which Antero agreed to vote (or cause to be voted) all of Antero Midstream Partners’ common units beneficially owned by it in favor of the Antero Midstream Partners unitholder proposal relating to the Merger, and any other matters necessary for consummation of the Merger and the other transactions contemplated in the Simplification Agreement, including the Series B Exchange. In addition, Antero agreed to vote against the approval or adoption of any action, agreement, transaction or proposal that would be intended to or would reasonably be expected to (1) result in a breach of any obligation of Antero Midstream Partners contained in the Simplification Agreement or of Antero Resources contained in the Voting Agreement or (2) impede, interfere with, delay, postpone, discourage, frustrate the purposes of or adversely affect any of the Transactions or any action contemplated by the Simplification Agreement. In connection with the Closing, Antero voted to approve the Transactions.

 

Stockholders’ Agreement

 

On October 9, 2018, concurrently with the execution of the Simplification Agreement, dated as of October 9, 2018 (the “Simplification Agreement”), by and among AMGP, Antero Midstream GPPartners LP (“Antero Subsidiary Holdings LLC (“AR Sub”Midstream Partners”) and certain of Antero’s and their affiliates (the “Simplification Agreement”), certain affiliates of Warburg Pincus LLC and Yorktown Partners LLC (collectively, the “Sponsor Holders”); AMGP; a wholly-owned subsidiary of the Company (“AR Sub”); and Paul M. Rady, Glen C. Warren, Jr. and certain of their respective affiliates (collectively, the “Management Stockholders”) entered into a Stockholders’ Agreement (the “Stockholders’ Agreement”), which became effective as of the Closing and which governs certain rights and obligations of the parties following the consummation of the Simplification Transactions. The Sponsor Holders and the Management Stockholders no longer have rights under the Stockholders’ Agreement because they no longer hold the requisite number of shares of common stock of Antero Midstream, par value $0.01 per share (“Antero Midstream Common Stock”).

 

Under the Stockholders’ Agreement, and subject to additional limitations in the event of a Fundamental Change (as defined in the Stockholders’ Agreement), AR Sub is entitled to designate two directors, who initially were initially Mr. Rady and Mr. Warren, for nomination and election to the board of directors of New AM (the “New AM Board”)Antero Midstream Board for so long as, together with its affiliates, AR Sub owns an amount of shares equal to at least 8% of the qualifying common stock of New AM (“New AMAntero Midstream Common Stock”)Stock and one director so long as it owns an amount of shares equal to at least 5% of the qualifying New AMAntero Midstream Common Stock. Effective April 30, 2021, Mr. Warren will be retiring from the Board and the Antero Midstream Board and, in connection with his retirement, AR Sub has designated Michael N. Kennedy as its replacement director to serve on the Antero Midstream Board to fill the resulting vacancy. Mr. Kennedy will also stand for election at Antero Midstream’s 2021 annual meeting of stockholders as AR Sub’s director nominee.

 

To the extent that either Mr. Rady and/or Mr. Warren are not designated for election to the New AM Board by AR Sub pursuant to the Stockholders’ Agreement,The Sponsor Holders and the Management Stockholders will bewere previously entitled to collectively designate two directors (or onecertain director for so long as either Mr. Rady or Mr. Warren is designated by AR Sub) for election for so long asdesignation rights, but they no longer hold the Management Stockholders and their affiliates (other than Antero and its subsidiaries) collectively own anrequisite amount of shares equal to at least 8% of the qualifying New AM Common Stock and one director for election for so long as they collectively own an amount of shares equal to at least 5% of the qualifying New AM Common Stock. The Sponsor Holders are entitled to collectively designate two directors for election to the New AM Board for so long as the Sponsor Holders and their affiliates (other than Antero and its subsidiaries) collectively own an amount of shares equal to at least 8% of the qualifying New AM Common Stock and one director for election for so long as they collectively own an amount of shares equal to at least 5% of the qualifying New AMMidstream Common Stock. Notwithstanding the foregoing, upon the occurrence of a Fundamental Change, AR Sub the

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Management Stockholders and the Sponsor Holders will each be entitled to designate one director so long as they ownit owns an amount of shares equal to at least 5% of the qualifying New AMAntero Midstream Common Stock, except to the extent that AR Sub designates either Mr. Rady or Mr. Warren, in which case the Management Stockholders will not be entitled to designate a director.Stock.

 

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Each of the partiesPursuant to the Stockholders’ Agreement, AR Sub agreed to vote all of theirits shares of New AMAntero Midstream Common Stock, in favor of the directors designated by the other parties in accordance with the Stockholders’ Agreement and, at such party’sAR Sub’s election, either (i) in favor of any other nominees nominated by the Nominating and& Governance Committee of the New AMAntero Midstream Board or (ii) in proportion to the votes cast by the public stockholders of New AMAntero Midstream in favor of such nominees. In calculating the 8% and 5% ownership thresholds for purposes of the Stockholders’ Agreement, qualifying New AMAntero Midstream Common Stock is determined by dividing the New AMAntero Midstream Common Stock ownership for each stockholder or group of stockholdersAR Sub as of the applicable measurement date by (i) the total number of outstanding shares of New AMAntero Midstream Common Stock at the Closing or (ii) the total number of outstanding shares on the applicable measurement date, whichever is less. Pursuant to the terms of the Stockholders’ Agreement, no more than 45% of the shares of New AMAntero Midstream Common Stock outstanding as of closing of the MergerSimplification Transactions will be subject to the obligations of the Stockholders’ Agreement.

 

In addition, under the Stockholders’ Agreement, for so long as AR Sub has the right to designate at least one director, (i) if Mr. Rady is an executive officer of Antero, he shall serve as Chief Executive Officer at New AMAntero Midstream and (ii) if Mr. Warren is an executive officer of Antero, he shall serve as President at New AM,Antero Midstream, and both Mr. Rady and Mr. Warren shall be subject to removal from such officer positions at New AMAntero Midstream only for cause. For so long as Mr. Rady is a member of the New AMAntero Midstream Board and is an executive officer of Antero and/or New AM,Antero Midstream, the parties have agreed that he shall serve as Chairman of the New AMAntero Midstream Board, subject to his removal as Chief Executive Officer of New AMAntero Midstream for cause. The Stockholders’ Agreement will terminateterminates as to each stockholder upon the time at which such stockholder no longer has the right to designate an individual for nomination to the New AMAntero Midstream Board pursuant to the Stockholders’ Agreement.

 

NewAntero Midstream Registration Rights Agreement

 

In connection with the completion of the Transactions, Antero entered into a Registration Rights Agreement (the “New AM“Antero Midstream Registration Rights Agreement”), dated as of March 12, 2019, with New AM,Antero Midstream, pursuant to which New AMAntero Midstream agreed to register the resale of certain shares of common stock of New AM, par value $0.01 per share (“New AMAntero Midstream Common Stock”), receivedStock held by among others, Antero, in the Transactions, under certain circumstances.

 

Specifically, pursuant to the New AMAntero Midstream Registration Rights Agreement, New AM will use its reasonable best efforts to (i) prepare and fileAntero Midstream took effective a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), to permitthat permits the resale of the Registrable Securities (as defined in the New AMAntero Midstream Registration Rights Agreement) from time to time as permitted by Rule 415 of the Securities Act (or any similar provision adopted by the Securities and Exchange Commission (the “SEC”)SEC then in effect) (the “Resale Registration Statement”) as soon as practicable, but in no event more than 30 days following the Closing and (ii) cause the Resale Registration Statement to become effective no later than 60 days after filing thereof.. Except in certain circumstances, Sponsor Holders (as defined in the New AMAntero Midstream Registration Rights Agreement), which includes Antero, Paul M. Rady and Glen C. Warren, owning at least three (3%) percent3% of the issued and outstanding shares of New AMAntero Midstream Common Stock have the right to require New AMAntero Midstream to facilitate an underwritten offering. New AMAntero Midstream is not obligated to effect any demand registration in which the anticipated aggregate offering price included in such offering is less than $50.0 million. Sponsor Holders will also have customary piggyback registration rights to participate in underwritten offerings.

 

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Services Agreement

In connection with AMGP’s initial public offering, we entered into a services agreement with AMGP, pursuant to which we agreed to provide certain corporate, general and administrative services for AMGP in exchange for an annual fee, reimbursement of any direct expenses, and an allocation of any indirect expenses attributable to our performance of such services. For the year ended December 31, 2018, AMGP reimbursed us for approximately $0.5 million of its direct and allocated indirect expenses under the services agreement.

Agreements with Antero Midstream Partners LP

Antero Midstream is a growth-oriented limited partnership formed by us to own, operate and develop midstream energy assets to service our production and completion activities under long-term service contracts.

Registration Rights Agreement

In connection with the closing of Antero Midstream Partners’ initial public offering, we entered into a registration rights agreement with Antero Midstream Partners. The agreement was terminated and replaced by the New AM Registration Rights Agreement.

Gathering and Compression Agreement

 

Pursuant to our 20-year gas gathering and compression agreement with Antero Midstream, Partners, we have agreed to dedicate all of our current and future acreage in West Virginia, Ohio and Pennsylvania to Antero Midstream Partners (other than the existing third-party commitments), so long as such production is not otherwise subject to a pre-existing dedication to third-party gathering systems. Our production subject to a pre-existing dedication will be dedicated to Antero Midstream Partners at the expiration of such pre-existing dedication. In addition, if we acquire any gathering facilities, we are required to offer such gathering facilities to Antero Midstream Partners at our cost.

 

Under the gathering and compression agreement, Antero Midstream Partners receiveswas initially entitled to receive a low pressurelow-pressure gathering fee of $0.30 per Mcf, a high pressurehigh-pressure gathering fee of $0.18 per Mcf, a compression fee of $0.18 per Mcf, and a condensate

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gathering fee of $4.00 per Bbl, which, in each case, has been subject to CPI-based adjustments. If and to the extent we request that Antero Midstream Partners construct new high pressurehigh-pressure lines and compressor stations, requested by us, the gathering and compression agreement contains minimum volume commitments that require us to utilize or pay for 75% and 70%, respectively, of the capacity of such new construction. Additional high pressurehigh-pressure lines and compressor stations installed on Antero Midstream Partners’Midstream’s own initiative are not subject to such volume commitments. These minimum volume commitments on new infrastructure, as well as price adjustment mechanisms, are intended to support the stability of Antero Midstream Partners’Midstream’s cash flows.

 

Antero Midstream Partners also has an option to gather and compress natural gas produced by us on any acreage itAntero acquires in the future outside of West Virginia, Ohio and Pennsylvania on the same terms and conditions. In the event that Antero Midstream Partners does not exercise this option, we will be entitled to obtain gathering and compression services and dedicate production from limited areas to such third-party agreements from third parties.

 

In return for our acreage dedication, Antero Midstream Partners has agreed to gather, compress, dehydrate and redeliver all of our dedicated natural gas on a firm commitment, first-priority basis. Antero Midstream Partners may perform all services under the gathering and compression agreement or it may perform such services through third parties. In the event that Antero Midstream Partners does not perform its obligations under the gathering and compression agreement, we will be entitled to certain rights and procedural remedies thereunder. In addition, Antero Midstream has the right to elect to be paid for certain services under the gathering and compression agreement on a cost of service basis designed to generate a specified rate of return.

 

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Pursuant to the gathering and compression agreement, Antero Midstream Partners has also agreed to build to and connect all of our wells producing dedicated natural gas, subject to certain exceptions, upon 180 days’ notice by us. In the event of late connections, our natural gas will temporarily not be subject to the dedication. Antero Midstream Partners is entitled to compensation under the gathering and compression agreement for capital costs incurred if a well does not commence production within 30 days following the target completion date for the well set forth in the notice from us.

 

Antero Midstream Partners has agreed to install compressor stations at our direction, but will not be responsible for inlet pressures or for pressuring natural gas to enter downstream facilities if we have not directed Antero Midstream Partners to install sufficient compression. Additionally, Antero Midstream Partners will provide high pressurehigh-pressure gathering pursuant to the gathering and compression agreement.

 

UponUnder the gathering and compression agreement, we may sell, transfer, convey, assign, grant, or otherwise dispose of dedicated properties free of the dedication, provided that the number of net acres of dedicated properties so disposed of, when added to the number of net acres of dedicated properties previously disposed of free of the dedication since the effective date of the agreement, does not exceed the aggregate number of net acres of dedicated properties acquired by us since such effective date. Accordingly, under certain circumstances, we may dispose of a significant number of net acres of dedicated properties free from dedication without Antero Midstream’s consent.

After the completion of the initial 20-year term, which, as described below, was extended to November 2038, the gathering and compression agreement will continue in effect from year to year until such time as the agreement is terminated, effective upon an anniversary of the effective date of the agreement, by either Antero Midstream Partners or us on or before the 180^thday prior to the anniversary of such effective date.

 

On February 23, 2018, the gathering and compression agreement was amended to make clarifying changes with respect to the consumer price index (“CPI”) and other associated fee adjustments.

 

On December 8, 2019, the gathering and compression agreement was amended such that, Antero Midstream will rebate us: (i) $12 million for each quarter in 2020 that Antero Midstream receives gathering fees on average daily volumes in excess of certain thresholds; and (ii) for each quarter in 2021, 2022 and 2023 (a) $12.0 million for each quarter that the Antero Midstream receives gathering fees on average daily volumes between 2,900 MMcfe/d and 3,150 MMcfe/d, (b) $15.5 million for each quarter that Antero Midstream receives gathering fees on average daily volumes between 3,150 MMcfe/d and 3,400 MMcfe/d, and (c) $19.0 million for each quarter that Antero Midstream receives gathering fees on average daily volumes exceeding 3,400 MMcfe/d. Such amendment also extended the original 20-year initial term by four years to 2038. We achieved all such thresholds in 2020 and the first quarter of 2021 and received $48 million and $12 million, respectively, in such periods from Antero Midstream.

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Processing

 

On February 6, 2017, a joint venture was formed between Antero Midstream Partners and MarkWest Energy Partners, L.P. (“MarkWest”), a wholly-owned subsidiary of MPLX, LP (the “Joint Venture”), to develop processing and fractionation assets in Appalachia. Antero Midstream Partners and MarkWest each own a 50% interest in the Joint Venture and MarkWest operates the Joint Venture assets. The Joint Venture assets consist of processing plants in West Virginia and a one-third interest in a recently commissioned MarkWest fractionator in Ohio.

 

Pursuant to a gas processing agreement between us and MarkWest, MarkWest has agreed to process gas from acreage dedicated by us for a fee. MarkWest has entered into a separate agreement with the Joint Venture whereby the Joint Venture has agreed to perform gas processing services with respect to certain volumes on behalf of MarkWest in exchange for the gas processing fees that MarkWest receives from us in connection with such volumes (the “MW-JV Arrangement”). During the year ended December 31, 2018,2020, the Joint Venture derived approximately $82$228 million of revenues from us under the MW-JV Arrangement. In addition, on February 6, 2018, we and MarkWest entered into an agreement pursuant to which MarkWest agreed to address certain regulatory matters related to expansions at one of MarkWest’s processing sites, and if certain conditions are not met, we have agreed to make reimbursement payments for such work directly to the Joint Venture.

 

Right of First Offer Agreement

 

On November 10, 2014, we entered into a right of first offer agreement with Antero Midstream Partners for gas processing services pursuant to which we agreed, subject to certain exceptions, not to procure any gas processing or NGLs fractionation services with respect to our production (other than production subject to a pre-existing dedication) without first offering Antero Midstream Partners the right to provide such services. On February 6, 2017, in connection with the formation of the Joint Venture,

we and Antero Midstream Partners amended and restated the right of first offer agreement to, among other things, amend the list of conflicting dedications set forth in such agreement to include the gas processing arrangement between us and MarkWest. On February 13, 2018, we further amended and restated the right of first offer agreement to make certain clarifying changes to reflect the original intent of the agreement.

 

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Water Services Agreement

 

In connection with the closing of the sale of Antero Water LLC (“Antero Water”) to Antero Midstream Partners onOn September 23, 2015, (the “Water Transaction”), we entered into a water services agreement with Antero Water,Midstream, pursuant to which Antero Water subsequently assigned in part to Antero Treatment LLC (“Antero Treatment”). Under the water services agreement, Antero Water hasMidstream agreed to provide through certain of its subsidiaries certain water handling services and Antero Treatment has agreed to provide certain water treatment services to us within an area of dedication in defined service areas in Ohio and West Virginia, and we have agreed to pay monthly fees for those services.services on a monthly basis. The initial term of the water services agreement is twenty years, automatically renewable from year to year thereafter.

 

On February 12, 2019, Antero and Antero Midstream Partners amended and restatedUnder the water services agreement, to, among other things, make certain clarifying changes with respect to the CPI and the associated adjustments to the fees Antero Midstream Partners will receive from Antero under the agreement. Antero haswe committed to pay a fee on a minimum volume of fresh water deliveries through 2019, which commitments have since expired in calendar years 2016 through 2019. Minimumaccordance with the terms of the water services agreement. Fees payable to Antero Midstream under the water services agreement are based on the volume commitments were 90,000 barrels per day in 2016, 100,000 barrels per day in 2017of fresh water deliveries thereunder and 120,000 barrels per day in 2018 and are 120,000 barrels per day in 2019.the services provided by Antero Midstream thereunder. We also agreed to pay Antero Midstream Partners a fixed fee per barrel for wastewater treatment at the Antero’sAntero Midstream’s wastewater treatment facility, which was idled in the third quarter of 2019, and a fee per barrel for wastewater collected in trucks owned by Antero Midstream, Partners, in each case subject to annual CPI-based adjustments. In addition, Antero Midstream Partners contracts with third partythird-party service providers to provide Anterous other fluid handling services including flow back and produced water services and Anterowe will reimburse Antero Midstream Partners third partyfor its third-party out-of-pocket costs plus 3%. In addition to the foregoing, Antero Midstream has the right to elect to be paid for certain services under the water services agreement on a

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cost of service basis designed to generate a specified rate of return. For the year ended December 31, 2018,2020, we incurred approximately $506$260 million in fees under the water services agreement.

 

Under the Water Services Agreement, Anterowater services agreement, we may sell, transfer, convey, assign, grant, or otherwise dispose of dedicated properties free of the dedication, provided that the number of net acres of dedicated properties so disposed of, when added to the number of net acres of dedicated properties previously disposed of free of the dedication since the effective date of the agreement, does not exceed the aggregate number of net acres of dedicated properties acquired by Anterous since such effective date. Accordingly, under certain circumstances, Anterowe may dispose of a significant number of net acres of dedicated properties free from dedication without Antero Midstream Partners’Midstream’s consent.

 

On February 12, 2019, we and Antero Midstream amended and restated the water services agreement to, among other things, make certain clarifying changes with respect to the CPI and the associated adjustments to the fees Antero Midstream will receive from us under the water services agreement.

Secondment Agreement

 

In connection with the closing of the Water Transaction,2019, we entered into a secondment agreementthe Amended and Restated Secondment Agreement with Antero Midstream, the general partner of Antero Midstream Partners, Antero Midstream LLC, a wholly-owned subsidiary of Antero Midstream Partners, Antero Water, and Antero Treatment.Midstream. Under the secondmentthis agreement, we agreed to provide seconded employees to Antero Midstream to perform certain operational services with respect to Antero Midstream Partners’the gathering and compression, processing, and NGLs fractionation facilities and water assets, including serving as common paymaster with respect to the seconded employees, and Antero Midstream agreed to reimburse us for expenditures we incur performing those operational services. The initial term of the secondment agreement is twenty years fromruns through November 10, 2014,2034, automatically renewable from year to year thereafter. For the year ended December 31, 2018,2020, Antero Midstream Partners reimbursed us for approximately $7 million of its direct and allocated indirect costs and expenses underincurred on its behalf pursuant to the services and secondment agreement.

 

Services Agreement

 

In connection with the closing of Antero Midstream Partners’ initial public offering,2019, we entered into a services agreementthe Second Amended and Restated Services Agreement with Antero Midstream, pursuant to which we agreed to provide customary operationalcertain corporate, general and managementadministrative services forto Antero Midstream, including serving as common paymaster, in exchange for reimbursement of any direct and indirect costs and expenses and an allocation of any indirect expenses attributable to our provision ofassociated with providing such services. In connection with the closing of the Water Transaction, the services agreement was amended and restated to remove provisions relating to operational services in support of Antero Midstream Partners’ gathering

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and compression business (which are now covered by the secondment agreement) and to provide that we will perform certain administrative services for Antero Midstream Partners and its subsidiaries, and Antero Midstream Partners will reimburse us for expenses we incur when we perform those services. The initial term of the amended and restated servicesthis agreement is twenty years fromruns through November 10, 2014, and2034, automatically renewable from year to year thereafter. For the year ended December 31, 2018,2020, Antero Midstream Partners reimbursed us for approximately $31$25 million forof direct and indirect costs and expenses incurred on its behalf pursuant to the services rendered under the agreement.

 

License

 

Pursuant to a license agreement with Antero Midstream, Partners, Antero Midstream Partners has the right to use certain Antero-related names and trademarks in connection with the operation of its midstream business.

 

Other Agreements

 

From time to time, in the ordinary course of business, we participate in transactions with Antero Midstream Partners and other third parties in which Antero Midstream Partners may be deemed to have a direct or indirect material interest. These transactions include, among other things, agreements that address the receipt of midstream services and provision of contract operating services; the sale of fuel for use in Antero Midstream Partners’Midstream’s operations; the release of midstream service dedications in connection with acquisitions, dispositions or exchanges of acreage; the construction of certain pipelines and facilities; and the acquisition of assets and the assumption of liabilities by us, our subsidiaries and our unconsolidated affiliates. While certain of these transactions are not the result of arm’s-length

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negotiations, we believe that the terms of each of the transactions are, and specifically intend the terms to be, generally no more or less favorable to either party than those that could have been negotiated with unaffiliated parties with respect to similar transactions. During the year ended December 31, 2018,2020, we paid $8 million in expenses and received approximately $3 millionno payments in connection with such transactions.

 

Employment

 

Each of (i) Timothy Rady, the son of Paul M. Rady, the Chairman and Chief Executive Officer of Antero, and (ii) Cole Kilstrom, the son of Kevin J. Kilstrom, Senior Vice President—Production of Antero provided services to us in 2018.2020. Total compensation paid to Timothy Rady and allocated to Antero in 20182020 consisted of base salary, bonus and other benefits totaling $307,948 and award grants under the AR LTIP and Antero Midstream Partners LTIP having an aggregate grant date fair value of $413,946, which are subject to certain time-based and performance-based vesting conditions. Total compensation paid to Cole Kilstrom in 2018 consisted of base salary, bonus and other benefits totaling $100,110$257,997 and award grants under the AR LTIP having an aggregate grant date fair value of $20,000,$222,611, which are subject to certain time-based vesting conditions.

 

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QUORUM AND VOTING

 

Voting Stock

 

Antero’s common stock is the only outstanding class of securities that entitles holders to vote generally at meetings of Antero’s shareholders.stockholders. Each share of common stock outstanding on the record date entitles the holder to one vote at the Annual Meeting. Stockholders do not have the right to cumulate their votes for election of Directors.

 

Quorum

 

The presence, in person online or by proxy, of the holders of a majority of the votes eligible to be cast at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker non-votes (described below) will be counted for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the chairman has the power to adjourn the Annual Meeting from time to time, without notice other than an announcement at the Annual Meeting, until a quorum is present. At any annual meeting reconvened following an adjournment at which a quorum is present, any business may be transacted that might have been transacted at the annual meeting as originally scheduled.

 

ShareholderStockholder List

 

Antero will maintain at its corporate offices in Denver, Colorado a list of the shareholdersstockholders entitled to vote at the Annual Meeting. The list will be open to the examination of any shareholder,stockholder, for purposes germane to the Annual Meeting, during ordinary business hours for ten days before the Annual Meeting. In addition, the list of stockholders will be available during the Annual Meeting through the meeting website.

 

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Vote Required

 

Only shareholdersstockholders of record at the close of business on April 22, 2019,20, 2021, have the right to vote at the Annual Meeting. The proposals at the Annual Meeting will require the following votes:

 

Proposal		Vote required		Voting options		Can brokers vote without instructions?		Effect of abstentions and broker non-votes
Election of directors		Each nominee must receive a plurality of the votes cast		For all nominees Withhold authority for all nominees For all except		No		None
Ratification of the selection of the independent registered public accounting firm		Affirmative vote of a majority of the shares counted as present and entitled to vote		For Against Abstain		Yes		Abstentions will have the effect of a vote “against.” There should not be broker non-votes.
Advisory approval of the compensation of the Named Executive Officers		Affirmative vote of a majority of the shares counted as present and entitled to vote		For Against Abstain		No		Abstentions will have the effect of a vote “against.” Broker non-votes will not have any effect.

 

An automated system that Broadridge Investor Communications Services administers will tabulate the votes.

 

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Brokers who hold shares in street name for customers are required to vote those shares in accordance with instructions received from the beneficial owners. NYSE Rule 452 restricts when brokers that are record holders of shares may exercise discretionary authority to vote those shares in the absence of instructions from beneficial owners. When brokers are not permitted to vote on a matter without instructions from the beneficial owner, and do not receive such instructions, the result is a “broker non-vote.”

 

Default Voting

 

A proxy that is properly completed and returned will be voted at the Annual Meeting in accordance with the instructions on the proxy. If you properly complete and return a proxy, but do not indicate any contrary voting instructions, your shares will be voted in accordance with the Board’s recommendations, which are as follows:

 

•	FOR the election of the two persons named in this Proxy Statement as the Board’s nominees for election as Class IIIII directors;
•	FOR the ratification of the selection of KPMG LLP as Antero’s independent registered public accounting firm for the fiscal year ending December 31, 2019;2021; and
•	FOR the approval, on an advisory basis, of the compensation of Antero’s Named Executive Officers.

 

If any other business properly comes before the shareholdersstockholders for a vote at the Annual Meeting, your shares will be voted at the discretion of the holders of the proxy. The Board knows of no matters, other than those previously stated herein, to be presented for consideration at the Annual Meeting and at the Annual Meeting.

 

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Revoking Your Proxy

 

YouStockholders of record may revoke yourtheir proxy in writing at any time before it is exercised at the Annual Meeting by: (i)electronic polls close by submitting a later-dated vote via the Internet, by telephone or by mail; by delivering instructions to theAntero’s Secretary of Antero a written notice of the revocation; (ii) signing, dating and delivering to the Secretary of Antero a proxy with a later date; or (iii) attending the Annual Meeting and voting your shares in person. Your attendance at the Annual Meeting will not revoke your proxy unless you give written notice of revocation to the Secretary of Antero before the Annual Meeting commences; or unless you vote your sharesby voting online in person atduring the Annual Meeting beforeMeeting. Beneficial stockholders may revoke any prior voting instructions by contacting the polls are closed. If you hold your shares in “street name” you should follow the instructions provided to you by your broker, bank, or other nominee that holds their shares prior to revoke your proxy.the Annual Meeting or by voting online during the meeting.

 

Solicitation Expenses

We will bear all costs incurred in the solicitation of proxies, including the preparation, printing and mailing of the Notice of Annual Meeting and Proxy Statement and the related materials. In addition to solicitation by mail, our directors, officers and employees may solicit proxies personally or by telephone, e-mail, facsimile or other means, without additional compensation.

Copies of the Annual Report

 

Upon written request, we will provide any shareholder,stockholder, without charge, a copy of the Form 10-K, but without exhibits. ShareholdersStockholders should direct requests to Antero Resources Corporation, 1615 Wynkoop Street, Denver, Colorado 80202. Our Form 10-K and the exhibits filed with itor furnished therewith are available on our website,www.anteroresources.com, in the “SEC Filings” subsection of the “Investors” section.

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ADDITIONAL INFORMATION

Proxy Materials, Annual Report and Other Information

The Notice of 2021 Annual Meeting of Stockholders and Proxy Statement, along with Antero’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 17, 2021, and Antero’s 2020 Annual Report to Stockholders are available free of charge at www.anteroresources.com in the “SEC Filings” subsection under the “Investors” section. These materials do not constitute a part of the proxy solicitation material.

 

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ADDITIONAL INFORMATION

Proxy Materials, Annual Report and Other Information

The Notice of 2019 Annual Meeting of Shareholders and Proxy Statement, along with Antero’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on February 13, 2019, and Antero’s 2018 Annual Report to Shareholders are available free of charge atwww.anteroresources.comin the “SEC Filings” subsection under the “Investors” section.

ShareholdersStockholders Sharing an Address

 

Each registered shareholderstockholder (meaning you own shares in your own name on the books of our transfer agent, American Stock Transfer and Trust Company LLC) will receive one Notice of Internet Availability (the “Notice”) per account, regardless of whether you have the same address as another registered shareholder.stockholder.

 

If your shares are held in “street name” (that is, in the name of a bank, broker or other holder of record), applicable rules permit brokerage firms and Antero, under certain circumstances, to send one Notice to multiple shareholdersstockholders who share the same address. This practice is known as “householding.” Householding saves printing and postage costs by reducing duplicate mailings. If you hold your shares through a broker, you may have consented to reducing the number of copies of materials delivered to your address. In the event thatIf you wish to revoke a previously granted “householding” consent, you must contact your broker. If your household is receiving multiple copies of the Notice and you wish to request delivery of a single copy, you should contact your broker directly.

 

Shareholder Proposals;Stockholder Proposals and Director Nominations for the 2022 Annual Meeting

 

Any shareholderstockholder desiring to present a proposal at Antero’s 20202022 Annual Meeting of ShareholdersStockholders and to have the proposal included in Antero’s related proxy statement pursuant to Rule 14a-8 must send the proposal to Antero, c/o Yvette K. Schultz, at 1615 Wynkoop Street, Denver, Colorado, 80202, so that it is received no later than December 31, 2019.28, 2021. All such proposals should be in compliance with SEC rules and regulations. Antero will only include in its proxy materials those shareholderstockholder proposals that it receives before the deadline and that are proper for shareholderstockholder action.

 

In addition, any shareholderstockholder entitled to vote at Antero’s 20202022 Annual Meeting of ShareholdersStockholders may propose business (other than proposals to be included in Antero’s proxy materials) to be included on the agenda of, and properly presented for action at, the 20202022 Annual Meeting of ShareholdersStockholders if written notice of such shareholder’sstockholder’s intent is given in accordance with the requirements of Antero’s bylaws and SEC rules and regulations. Any such proposal must be submitted in writing at the address shown above so that it is received between February 20, 2020,17, 2022, and March 21, 2020.19, 2022.

 

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