DEF 14A 1 lam2022_def14a.htm ANTERO MIDSTREAM CORP - DEF 14A ANTERO MIDSTREAM CORPORATION DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

ANTERO MIDSTREAM CORPORATION

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):
	No fee required
	Fee paid previously with preliminary materials
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

JUNE 7, 2022

8:00 A.M. Mountain Time

Antero Principal Executive Offices

1615 Wynkoop Street
Denver, CO 80202

NOTICE

of 2022 Annual Meeting
of Shareholders

The 2022 Annual Meeting of Stockholders of Antero Midstream Corporation (“Antero Midstream”) will be held online on Tuesday, June 7, 2022, at 8:00 A.M. Mountain Time. The Annual Meeting is being held for the purposes listed below:

AGENDA

1.	Elect the two Class III members of Antero Midstream Corporation’s Board of Directors (the “Board”) named in this Proxy Statement to serve until Antero Midstream’s 2025 Annual Meeting of Stockholders,
2.	Ratify the appointment of KPMG LLP as Antero Midstream’s independent registered public accounting firm for the year ending December 31, 2022,
3.	Approve, on an advisory basis, the compensation of Antero Midstream’s named executive officers,
4.	Transact other such business as may properly come before the meeting and any adjournment or postponement thereof.

These proposals are described in the accompanying proxy materials.

RECORD DATE

April 18, 2022

By order of the Board of Directors,

Yvette K. Schultz

Chief Compliance Officer, Senior Vice President—Legal, General Counsel and Secretary

WHO MAY VOTE:

You will be able to vote at the Annual Meeting only if you were a stockholder of record at the close of business on April 18, 2022, the record date for the Annual Meeting. The Board requests your proxy for the Annual Meeting, which will authorize the individuals named in the proxy to represent you and vote your shares at the Annual Meeting or any adjournment or postponement thereof.

HOW TO RECEIVE ELECTRONIC DELIVERY OF FUTURE ANNUAL MEETING MATERIALS:

Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy solicitation materials electronically, rather than mailing paper copies of these materials to each stockholder. Beginning on April 28, 2022, we will mail to each stockholder a Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials, vote, or request paper copies.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 7, 2022:

This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”) are available on our website free of charge at www.anteromidstream.com in the “SEC Filings” subsection of the “Investors” section.

YOUR VOTE IS IMPORTANT

Your vote is important. We urge you to review the accompanying Proxy Statement carefully and to submit your proxy as soon as possible so that your shares will be represented at the meeting.

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”)	BY TELEPHONE 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 THE ANNUAL MEETING Vote online during the Annual Meeting. See page 10 of the Proxy Statement for instructions on how to attend online

Table of Contents

PROXY STATEMENT		4

PROXY SUMMARY		4
Corporate Responsibility		4
Enhanced Corporate Governance		7
Investor Outreach		8
Executive Compensation Highlights		8
Current Directors and Board Nominees		9
2022 Annual Meeting of Stockholders		10
Cautionary Note Regarding Forward-Looking Statements		11

ITEM ONE:	ELECTION OF DIRECTORS	13

DIRECTORS		15
Class I Directors		15
Class II Directors		17
Class III Directors		18

EXECUTIVE OFFICERS		20

CORPORATE GOVERNANCE		21
Corporate Governance Guidelines		21
Director Independence		21
Board Leadership Structure		22
Election of Lead Director		22
How Director Nominees are Selected		22
Board’s Role in Risk Oversight		24
Board and Committee Self-Evaluations		24
Majority Vote Director Resignation Policy		25
Meetings		25
How to Contact the Board		25
Available Governance Materials		26

BOARD COMMITTEES		26
General		26
Audit Committee		27
Compensation Committee		27
Nominating & Governance Committee		28
Conflicts Committee		28
Environmental, Social and Governance (ESG) Committee		28

COMPENSATION OF DIRECTORS		29
General		29
Annual Cash Retainers		29
Equity-Based Compensation		30
Fees		30
Stock Ownership Guidelines		30
2021 Non-Employee Director Compensation		30

ITEM TWO	RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	31

- 2022 Proxy Statement 2


AUDIT MATTERS		32
Audit Committee Report		32
Audit and Other Fees		33

ITEM THREE:	ADVISORY VOTE ON EXECUTIVE COMPENSATION	34

COMPENSATION DISCUSSION AND ANALYSIS		35
2021 Named Executive Officers		35
2021 Say-on-Pay Advisory Vote		35
Compensation Philosophy and Objectives of Our Compensation Program		36
Compensation Best Practices		36
Implementing Our Compensation Program Objectives		36
Elements of Direct Compensation		40
Other Benefits		45
2022 Compensation Decisions		45
Other Matters		46
Compensation Committee Report		49

EXECUTIVE COMPENSATION TABLES		50
Summary Compensation Table		50
Grants of Plan-Based Awards for Fiscal Year 2021		51
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table		52
Outstanding Equity Awards at 2021 Fiscal Year-End		52
Option Exercises and Stock Vested in Fiscal Year 2021		53
Pension Benefits		53
Nonqualified Deferred Compensation		53
Potential Payments Upon Termination or Change in Control		54
Warren Retirement		56
Equity Compensation Plan Information		56
Chief Executive Officer Pay Ratio		57

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		58
Beneficial Ownership		58

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		60

DELINQUENT SECTION 16(A) REPORTS		60

RELATED PERSON TRANSACTIONS		60
General		60
Agreements with Antero Resources		61
Employment		65

QUORUM AND VOTING		66
Voting Stock		66
Quorum		66
Stockholder List		66
Vote Required		66
Default Voting		67
Revoking Your Proxy		67
Solicitation Expenses		67
Copies of the Annual Report		67

ADDITIONAL INFORMATION		68
Proxy Materials, Annual Report and Other Information		68
Stockholders Sharing an Address		68
Stockholder Proposals and Director Nominations for the 2023 Annual Meeting		68

	–	Identification – behavior-based safety programs, job safety analysis, emergency response drills and contractor vetting through a reputable third-party vendor
	–	Mitigation – contractor safety improvement plans, root cause analyses, risk ranking/mitigation reviews for every project, pre-job safety startup reviews, and a library of over 30 individual training courses

	–	Healthcare coverage – medical and prescription, dental and vision
	–	Financial assistance – health savings accounts, dependent care flexible spending account coverage and 401(k) plan with matching
	–	Insurance – basic life, accidental death and disability, short-term disability and long-term disability coverage
	–	Lifestyle – employee assistance program, holidays and personal choice days, paid vacation and sick leave, company-paid parental leave, subsidized gym memberships and free parking and public transportation

	–	Having our office employees work from home to the extent they are able
	–	Implementing additional safety measures, including required weekly or bi-weekly testing and other recommended public health measures for our field employees continuing critical on-site work
	–	Continuing to monitor the COVID-19 environment in order to (i) protect the health and safety of our employees and contract workers and (ii) determine when a return to an in-office working arrangement will be appropriate

•	Doing the right thing is essential to our culture, and we communicate to our employees that it is essential to their, and our, long-term success. To that end, we conduct an annual, company-wide ethics and compliance training program that covers, among other things, ethical business practices, insider trading, and anti-discrimination and anti-harassment.
•	We respect human rights and promote them in our supply chain by, among other things, adhering to our internal policies, including:

	–	Supplier Code of Conduct – promotes the fair and ethical treatment of suppliers, contractors, independent consultants and other parties that Antero Midstream works with through a set of guidelines focusing on equal opportunity, workplace safety, protection of the environment, compensation and protection of proprietary information and requires the protection of human rights and respect for freedom of association
	–	Human, Labor and Indigenous Rights Policy – promotes respect of human rights through compliance with applicable national and local laws as well as pertinent trends and norms with respect to compensation, discrimination, health and safety, community and indigenous peoples; prohibits child labor, forced labor and human trafficking; recognizes freedom of association; prohibits workplace harassment, discrimination, and misuse of employer power, in line with applicable laws related to all of these topics; and provides access to a hotline for reporting concerns or grievances

•	Together with Antero Resources Corporation (“Antero Resources”):
	–	Maintained a Community Relations hotline and resolved over 98% of community relations inquiries submitted from 2020 to 2022
	–	Improved community infrastructure in West Virginia and Ohio through $259 million in improved road and infrastructure upgrades since 2013
	–	Donated $100,000 to WVU Medicine Children’s Hospital
•	Through the Antero Foundation, in 2021, Antero Midstream and Antero Resources:

	–	Established an employer matching campaign to assist the Colorado communities affected by the Marshall fires
	–	Contributed meaningful employment opportunities in the Appalachian Region
	–	Donated much-needed funds and equipment to healthcare providers in response to the COVID-19 pandemic

23%	2	21%
of our employees are women	out of seven independent directors are women	of our directors, senior vice presidents, and vice presidents are women

	–	Seven out of nine directors are independent
	–	We have an independent lead director
	–	Each Board committee is chaired by an independent director
	–	Our Nominating & Governance Committee is comprised entirely of independent directors
	–	The ages of our directors range from 47 to 71 years old, and the average director tenure is three years

	–	We have an ESG Committee of the Board that guides and governs our ESG initiatives
	–	We have an ESG Advisory Council, made up of leaders from across the organization, that develops a centralized, systematic approach for identifying, managing and communicating ESG risks and opportunities
	–	A portion of executive compensation is tied to ESG performance
	–	100% of employees completed training for our Human, Labor and Indigenous Rights Policy, our Diversity and Inclusion Policy and our Supplier Code of Conduct

	–	We proactively engage with stockholders and other stakeholders regarding ESG performance
	–	Our executive compensation program and robust stock ownership guidelines applicable to directors and executives were thoughtfully designed to incentivize the maximization of shareholder value and promotion of ESG performance
	–	Our corporate policies generally prohibit hedging or pledging company stock



98% of the fresh water used by Antero Resources was transferred by Antero Midstream pipeline, eliminating approximately 32 million miles of truck traffic and avoiding approximately 14,000 metric tons of carbon dioxide emissions	86% of flowback and produced water gathered was reused or recycled	We have one of the lowest methane leak loss rates in the industry at 0.015%
Our employees completed 4,900 health and safety training hours

•	Our ESG disclosure standards are aligned with those of the Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures
•	We announced goals to achieve a 100% reduction in pipeline emissions by 2025 and to achieve Net Zero Scope 1 (direct) and Scope 2 (indirect from the purchase of energy) emissions by 2050 through implementation of emission reduction practices and technologies and the purchase of carbon credits
•	We continue to be an industry leader with one of the lowest rates for both lost time injuries and OSHA recordable injuries, achieving a lost time incident rate of 0.061 for employees and contractors in 2020
•	We provided regulatory compliance programs and workshops for contractors

•	Long-term incentive compensation awards vest over periods of several years to reward sustained Antero Midstream performance over time.
•	Long-term compensation awards for our Named Executive Officers increased in 2021 due to the Company’s continued financial improvement and desire to incentivize long-term performance.
•	Executive compensation is in part tied to a qualitative assessment of ESG performance by the Compensation Committee, with input from the ESG Committee, where appropriate, which will include non-financial performance goals to:

	–	Continue progress towards meeting our 2025 climate goals
	–	Demonstrate leading safety performance compared to industry peers
	–	Reduce the number of reportable spills
	–	Provide a safe environment for our employees and contractors as we navigate the challenges of the Covid-19 pandemic
	–	Enhance reporting on company community engagement and relations efforts
	–	Conduct a climate risk analysis as required by the Taskforce on Climate-related Financial Disclosures
	–	Create an inter-departmental ESG Advisory Council to manage ESG challenges and opportunities throughout the organization
	–	Require employee training requirements with respect to the following company policies: Human Labor and Indigenous Rights; Diversity and Inclusion; Supplier Code of Conduct

•	The annual incentive plan for 2021 included metrics we felt were key to value creation. These included free cash flow after dividends, leverage goals, return on invested capital and ESG goals. We are proud of our results with a payout of 173% of target. The full details of our annual incentive plan metrics, goals and results are shown on page 41 of the proxy.
•	Base salary levels for the Named Executive Officers were increased in 2021 to target median base salary levels for similarly situated executives in the peer group.
•	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.

•	We Encourage Questions. Stockholders can submit questions for the meeting online in advance or live during the meeting, following the instructions below. During the meeting, we will answer as many appropriate stockholder-submitted questions as time permits. Following the Annual Meeting, we will publish an answer to each appropriate question we received on our Investor Relations website at www.anteromidstream.com/investors as soon as practical.
•	We Believe in Transparency. Although the live webcast is available only to stockholders at the time of the meeting, we will post a webcast replay, the final report of the inspector of election, and answers to all appropriate questions asked by stockholders in connection with the Annual Meeting to our Investor Relations website at www.anteromidstream.com/investors.
•	We Proactively Take Steps to Facilitate Your Participation. During the Annual Meeting, we will offer live technical support for all stockholders attending the meeting.

•	Online. Submit a proxy electronically using the website listed on the Notice. You will need the control number from your Notice to log on to the website. Internet voting facilities will be available until 11:59 p.m., Mountain Time, on Monday, June 6, 2022.
•	By Telephone. Request the proxy materials and submit a proxy by telephone using the toll-free number listed on the Notice. You will need the control number from your Notice when you call. Telephone voting facilities will be available until 11:59 p.m., Mountain Time, on Monday, June 6, 2022.
•	By Mail. You may request a hard copy proxy card by following the instructions on the Notice. You can submit your proxy by signing, dating and returning your proxy card in the provided pre-addressed envelope.
•	In Person Online. If you are a registered stockholder and you attend the Annual Meeting online, you can vote via the Internet during the meeting. Follow the instructions at www.virtualshareholdermeeting.com/AM2022 to vote during the meeting.

	Dea	Keenan	McArdle	Kennedy	Klimley	Mollenkopf	Rady	Keyte	Robeson
Executive Leadership	•	•	•	•	•	•	•	•	•
Financial		•	•	•	•	•	•	•	•
Accounting/Audit			•	•		•		•	•
Risk Management	•	•	•			•	•	•	•
Operations	•		•	•		•	•	•
Industry	•	•	•	•	•	•	•	•	•
Environmental and/or Climate Change-Related	•		•	•	•	•
Human Resources Management	•		•			•		•
Racial/Ethnic Diversity
Gender Diversity			•						•

PROXY STATEMENT

PROXY SUMMARY

Corporate Responsibility

Enhanced Corporate Governance

Investor Outreach

Executive Compensation Highlights

Current Directors and Board Nominees

2022 Annual Meeting of Stockholders

Cautionary Note Regarding Forward-Looking Statements

ITEM ONE: ELECTION OF DIRECTORS

DIRECTORS

Class I Directors

Class II Directors

Class III Directors

EXECUTIVE OFFICERS

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Director Independence

Board Leadership Structure

Election of Lead Director

How Director Nominees Are Selected

Board’s Role in Risk Oversight

Board and Committee Self-Evaluations

Majority Vote Director Resignation Policy

Meetings

How to Contact the Board

Available Governance Materials

BOARD COMMITTEES

General

Audit Committee

Compensation Committee

Nominating & Governance Committee

Conflicts Committee

Environmental, Social and Governance (ESG) Committee

COMPENSATION OF DIRECTORS

General

Annual Cash Retainers

Equity-Based Compensation

Fees

Stock Ownership Guidelines

2021 Non-Employee Director Compensation

ITEM TWO: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AUDIT MATTERS

Audit Committee Report

Audit and Other Fees

ITEM THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

2021 Named Executive Officers

2021 Say-on-Pay Advisory Vote

Compensation Philosophy and Objectives of Our Compensation Program

Compensation Best Practices

Implementing Our Compensation Program Objectives

Elements of Direct Compensation

Other Benefits

2022 Compensation Decisions

Other Matters

Compensation Committee Report

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

Grants of Plan-Based Awards for Fiscal Year 2021

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Outstanding Equity Awards at 2021 Fiscal Year-End

Option Exercises and Stock Vested in Fiscal Year 2021

Pension Benefits

Nonqualified Deferred Compensation

Potential Payments Upon Termination or Change in Control

Warren Retirement

Equity Compensation Plan Information

Chief Executive Officer Pay Ratio

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

DELINQUENT SECTION 16(A) REPORTS

RELATED PERSON TRANSACTIONS

General

Agreements with Antero Resources

Employment

QUORUM AND VOTING

Voting Stock

Quorum

Name	Age	Principal Position
Paul M. Rady	68	Chairman of the Board, Chief Executive Officer and President
Brendan E. Krueger	37	Chief Financial Officer, Vice President – Finance and Treasurer
Alvyn A. Schopp	63	Chief Administrative Officer and Regional Senior Vice President
Michael N. Kennedy	47	Director and Senior Vice President—Finance
W. Patrick Ash	43	Senior Vice President—Reserves, Planning and Midstream

•	qualifications, independence, responsibilities, tenure, and compensation of directors;
•	background (including skills, experience and viewpoint) and diversity (including race, gender, national origin, religion, and sexual orientation or identity) of directors, pursuant to Antero’s Diversity and Inclusion Policy;
•	service on other boards;
•	director resignation process;
•	role of the Chairman of the Board and the Lead Director;
•	meetings of the Board and of the independent directors;
•	interaction between the Board and outside parties;
•	annual performance reviews of the Board;
•	director orientation and continuing education;
•	attendance at meetings of the Board and the Annual Meeting;
•	stockholder communications with directors;
•	committee functions, committee charters, and independence;
•	director access to independent advisors and management; and
•	management evaluation and succession planning.

•	past Board and committee meeting attendance and performance;
•	length of Board service;
•	personal and professional integrity, including commitment to Antero Midstream’s core values;
•	relevant experience, skills, qualifications and contributions to the Board; and
•	independence under applicable standards.

•	Certificate of Incorporation of Antero Midstream
•	Bylaws of Antero Midstream
•	Charters of the Audit Committee, the Compensation Committee, the Nominating & Governance Committee, and the Environment, Sustainability and Social Governance Committee;
•	Corporate Code of Business Conduct and Ethics;
•	Financial Code of Ethics;
•	Corporate Governance Guidelines;
•	Human, Labor and Indigenous Rights Policy;
•	Diversity and Inclusion Policy;
•	Supplier Code of Conduct;
•	Whistleblower Policy; and
•	Political Advocacy Policy.

*	Immediately prior to the Annual Meeting, Mr. Keyte is expected to join the Audit Committee as its chair.
**	Janine J. McArdle joined the Audit Committee on September 17, 2021.

Recipient	Amount
Non-employee director	$	90,000
Lead Director	$	25,000
Audit Committee:
Chairperson	$	24,000 (previously $20,000)
Other members	$	15,000 (previously $7,500)
Compensation, Nominating & Governance, and ESG Committees:
Chairperson	$	15,000
Other members	$	7,500 (previously $5,000)
Conflicts Committee:
Chairperson	$	7,500 (previously $5,000)
Other members	$	7,500 (previously $5,000)

Name	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾		Total ($)
Peter A. Dea		100,625		129,983		230,608
W. Howard Keenan, Jr.		100,625		129,983		230,608
David H. Keyte		143,750		129,983		273,733
Brooks J. Klimley		133,125		129,983		263,108
John C. Mollenkopf		110,000		129,983		239,983
Janine J. McArdle		107,500		129,983		237,483
Rose M. Robeson		126,750		129,983		256,733

	For the Years Ended December 31,
	2020		2021
Audit Fees⁽¹⁾
Audit and Quarterly Reviews	$	724	$	672
Other Filings		—		—
SUBTOTAL		724		672
Audit-Related Fees⁽²⁾		200		135
Tax Fees		—		—
All Other Fees		—		—
TOTAL	$	924	$	807

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

•	Our 2021 say-on-pay advisory vote;
•	Our 2021 executive compensation program and the compensation awarded under that program;
•	Material actions taken with respect to our 2022 executive compensation program; and
•	Pertinent executive compensation policies.

SEC Form DEF 14A filed by Antero Midstream Corporation