Antero Midstream Corp

This management-backed, non-binding say-on-pay proposal asks shareholders to approve the total compensation paid to Antero Midstream’s named executive officers for 2025 as disclosed in the proxy materials. Management seeks approval to affirm its compensation design, which for 2025 consisted of a mix of base salary, a performance-weighted annual cash incentive (metrics: free cash flow after dividends, net debt/EBITDA, ROIC, and an ESG qualitative assessment), and long-term equity (75% time-based RSUs and 25% ROIC-based PSUs). The Compensation Committee cites strong Company performance in 2025 (including higher cash flow, declining leverage, share repurchases and operational metrics) and a 200% payout under the annual incentive as evidence the program functioned as intended. The Board recommends a “FOR” vote on the grounds that pay is market-referenced, majority at-risk, tied to multi-year performance metrics (including ROIC) and includes stock ownership guidelines and clawback provisions to align management and shareholder interests. Risks include concentrated equity awards to senior executives and the discretionary elements (e.g., retroactive adjustment to Ms. Schultz’s target bonus) that may raise governance or pay-for-performance questions for some investors. The non-binding nature of the vote means the Board retains discretion, but it will consider the outcome and investor feedback when setting future compensation. For an analyst evaluating governance and compensation structure, key matters to monitor are continuing alignment of incentive metrics with long-term value creation, transparency around discretionary adjustments, and realized payouts versus peer outcomes. Given the Board’s unanimous recommendation, robust disclosure and the program’s link to multi-year ROIC and ESG metrics, management positions this proposal as a reaffirmation of its compensation philosophy and practices.

This management proposal asks shareholders, on a non-binding basis, to indicate the preferred frequency for future advisory votes on executive compensation by choosing among one, two or three years (or abstaining). The Board supports an annual vote, arguing that yearly say-on-pay votes allow shareholders to provide timely feedback on compensation policies, maintain an ongoing dialogue, and better align executive pay disclosure with evolving governance expectations. Management frames the annual frequency as consistent with its active investor outreach and ongoing adjustments to compensation practices (e.g., incorporation of ROIC and ESG metrics, adoption of a clawback policy, and recent changes to severance and other governance policies). Opponents of annual votes typically argue that more frequent votes can increase administrative burden and short-term pressure on boards; proponents say annual votes improve accountability and responsiveness. The company emphasizes the advisory nature of the vote — the Board will consider results but retains final authority — and that the choice will not change existing compensation arrangements by itself. For governance analysts, relevant context includes prior say-on-pay support levels (approximately 89% in 2025), the Board’s recent governance enhancements, and the company’s emphasis on shareholder engagement; these factors make the Board’s recommended annual frequency a logical default. The Board’s unanimous recommendation for a 1-year frequency reflects a preference for continuous shareholder feedback and signals confidence that its compensation program will withstand annual review.