Independent
Tenure on this board
5.1 yrs
2 nominees · 3 ballot items.
Vote to elect two Class I directors, ratify KPMG LLP as Antero’s independent registered public accounting firm for 2026, and approve on an advisory basis the 2025 compensation of Antero’s named executive officers.
Elect two Class I directors, Brenda R. Schroer and Thomas B. Tyree, Jr., to serve until the 2029 Annual Meeting of Stockholders.
Ratify the Audit Committee and Board’s selection of KPMG LLP as Antero’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of Antero’s named executive officers for 2025 as disclosed in the proxy statement.
This non-binding 'say-on-pay' proposal asks stockholders to approve the overall compensation paid to Antero’s named executive officers for 2025 as disclosed in the proxy materials. Management seeks approval to confirm that the Compensation Committee’s mix of pay elements—50% performance-based long-term incentives (split between absolute TSR and Net Debt/EBITDAX metrics) and 50% time-based equity, plus annual cash incentives tied to operational, leverage and ESG metrics—is aligned with shareholder interests and long-term value creation. The Compensation Discussion and Analysis details that the 2025 annual incentive plan paid out at 157.2% of target and that certain PSU tranches achieved a wide range of payouts, reflecting the Committee’s multi-year performance measurements. The company highlights active shareholder outreach in 2025 and that prior say-on-pay support was approximately 70%, citing this as evidence that investors broadly support the program design. The advisory proposal is non-binding but provides important feedback; the Compensation Committee states it will consider the outcome when setting future compensation. Management argues that the program uses rigorous, outcome-focused metrics (absolute TSR and Net Debt/EBITDAX) to incentivize stock-price appreciation and balance-sheet discipline while also incorporating ESG and operational goals to manage longer-term risks and sustainability. The Board recommends FOR because it believes the program aligns pay with performance, uses a robust peer-informed benchmarking process, incorporates governance features (clawback policy, stock ownership guidelines, no hedging/pledging), and retains flexibility to adjust awards in light of shareholder feedback. Given the non-binding nature, investors should view this vote as a governance signal that the Board will factor into iterative compensation design decisions, but it will not itself retroactively alter previously granted awards.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.16% | 15,995,222 | $679M |
| 2 | FMR LLC | 4.79% | 14,843,114 | $630M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.53% | 14,034,748 | $596M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.26% | 13,195,510 | $560M |
| 5 | STATE STREET CORP | 3.49% | 10,803,564 | $459M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.10% | 9,619,839 | $408M |
| 7 | BlackRock, Inc. | 2.77% | 8,583,256 | $364M |
| 8 | Sourcerock Group LLC | 2.68% | 8,305,886 | $353M |
| 9 | Invesco Ltd. | 2.65% | 8,207,360 | $348M |
| 10 | FMR LLC | 2.17% | 6,733,208 | $286M |
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