DEF 14A 1 lar2022_def14a.htm ANTERO RESOURCES CORP - DEF 14A ANTERO RESOURCES 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 RESOURCES 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

8:30 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 Resources Corporation (“Antero”) will be held online on Tuesday, June 7, 2022, at 8:30 A.M. Mountain Time. The Annual Meeting is being held for the purposes listed below:

AGENDA

1.	Elect the three Class III members of Antero Resources Corporation’s Board of Directors (the “Board”) named in this Proxy Statement to serve until Antero’s 2025 Annual Meeting of Stockholders,
2.	Ratify the appointment of KPMG LLP as Antero’s independent registered public accounting firm for the year ending December 31, 2022,
3.	Approve, on an advisory basis, the compensation of Antero’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.anteroresources.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
Investor Outreach		8
Executive Compensation Highlights		8
Current Directors and Board Nominees		9
2022 Annual Meeting of Stockholders		9
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		21
Election of Lead Director		22
How Director Nominees are Selected		22
Board’s Role in Risk Oversight		23
Board and Committee Self-Evaluations		24
Majority Vote Director Resignation Policy		24
Meetings		24
How to Contact the Board		24
Available Governance Materials		25

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

COMPENSATION OF DIRECTORS		28
General		28
Annual Cash Retainers		28
Equity-Based Compensation		28
Fees		29
Stock Ownership Guidelines		29
2021 Non-Employee Director Compensation		29

ITEM TWO:	RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	30

AUDIT MATTERS		31
Audit Committee Report		31
Audit and Other Fees		32


	- 2022 Proxy Statement	2

ITEM THREE:	ADVISORY VOTE ON EXECUTIVE COMPENSATION	33

COMPENSATION DISCUSSION AND ANALYSIS		34
2021 Named Executive Officers		34
2021 Say-on-Pay Advisory Vote		34
Compensation Philosophy and Objectives of Our Compensation Program		35
Compensation Best Practices		35
Implementing Our Compensation Program Objectives		36
Elements of Direct Compensation		39
Other Benefits		46
2022 Compensation Decisions		47
Other Matters		48
Compensation Committee Report		51

EXECUTIVE COMPENSATION TABLES		52
Summary Compensation Table		52
Grants of Plan-Based Awards for Fiscal Year 2021		53
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table		54
Outstanding Equity Awards at 2021 Fiscal Year-End		55
Option Exercises and Stock Vested in Fiscal Year 2021		58
Pension Benefits		58
Nonqualified Deferred Compensation		58
Potential Payments Upon Termination or Change in Control		59
Equity Compensation Plan Information		65
Chief Executive Officer Pay Ratio		65

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		67
Beneficial Ownership		67

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		68

DELINQUENT SECTION 16(A) REPORTS		68

RELATED PERSON TRANSACTIONS		69
General		69
Agreements with Antero Midstream Corporation		69
Employment		74

QUORUM AND VOTING		74
Voting Stock		74
Quorum		74
Stockholder List		74
Vote Required		75
Default Voting		75
Revoking Your Proxy		76
Solicitation Expenses		76
Copies of the Annual Report		76

ADDITIONAL INFORMATION		77
Proxy Materials, Annual Report and Other Information		77
Stockholders Sharing an Address		77
Stockholder Proposals and Director Nominations for the 2023 Annual Meeting		77

	–	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 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

	–	Supplier Code of Conduct – promotes the fair and ethical treatment of suppliers, contractors, independent consultants and other parties that Antero 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

•	Approximately one-third of our liquefied petroleum exports are shipped to developing countries. These liquefied petroleum gas exports have supplied cleaner energy to households in developing countries for heating, cooking and aiding in the transition from solid fuels and kerosene to lower greenhouse gas (“GHG”) intensive sources
•	Together with Antero Midstream Corporation (“Antero Midstream”):

	–	Maintained a Community Relations hotline and resolved over 98% of community relations inquiries submitted from 2020 to 2022
	–	Donated $100,000 to WVU Medicine Children’s Hospital
	–	Improved community infrastructure in West Virginia and Ohio through $259 million in improved road and infrastructure upgrades since 2013

	–	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%	3	24%
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 eight 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 46 to 77 years old, and the average director tenure is 7.9 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 0.044%

•	Our ESG disclosure standards are aligned with those of the Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures
•	Management regularly reports to the ESG Committee on pertinent ESG risks or opportunities, including climate related topics
•	We announced goals to achieve Net Zero Scope 1 (direct) and Scope 2 (indirect from the purchase of energy) emissions by 2025, a 50% reduction in our already low methane leak loss rate and 10% reduction in GHG emissions by 2025 through implementation of emission reduction practices and technologies and the purchase of carbon credits.
•	Received a Responsibility Sourced Gas certification following the completion of a pilot project with Project Canary in early 2022
•	We continue to be an industry leader with one of the lowest rates for both lost time injuries and OSHA recordable injuries, achieving a very low lost time incident rate of 0.053% for employees and contractors
•	We provided regulatory compliance programs and workshops for contractors

•	Long-term incentive compensation awards are 50% performance-based for our Named Executive Officers based on rigorous absolute TSR performance hurdles and leverage metrics.
•	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.
•	Long-term incentive compensation awards vest over periods of several years to reward sustained Company performance over time.
•	Executive compensation is tied in part 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 operational strategy (disciplined capital expenditures and production volume), leverage goals, cash cost containment and ESG goals. We are proud of our results in which we earned a payout of 113% 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.
•	Performance awards with a performance period ending in 2021 paid out at 200% 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.

•	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.anteroresources.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.anteroresources.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/AR2022 to vote during the meeting.

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

PROXY STATEMENT

PROXY SUMMARY

Corporate Responsibility

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

•	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, 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’s core values;
•	relevant experience, skills, qualifications and contributions to the Board; and
•	independence under applicable standards.

•	Certificate of Incorporation of the Company;
•	Bylaws of the Company;
•	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.

Nominating & Governance Committee
Current Members: Benjamin A. Hardesty (chair)* Robert J. Clark W. Howard Keenan, Jr. Jacqueline C. Mutschler Brenda R. Schroer* Vicky Sutil Thomas B. Tyree, Jr. Number of meetings in 2021: 5		The Nominating & Governance Committee identifies, evaluates and recommends qualified nominees to serve on the Board, develops and oversees Antero’s internal corporate governance processes, and directs all matters relating to the succession of Antero’s Chief Executive Officer. The Board has determined that all members of the Nominating & Governance Committee meet the NYSE’s independence standards.
* Brenda R. Schroer joined the Nominating & Governance Committee on April 30, 2021.

Conflicts Committee
Current Members: Robert J. Clark (chair) Jacqueline C. Mutschler Thomas B. Tyree, Jr. Number of meetings in 2021: 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.

Environmental, Social and Governance (ESG) Committee
Current Members: Vicky Sutil (chair)* Benjamin A. Hardesty Jacqueline C. Mutschler Number of meetings in 2021: 4		The Environmental, Social and 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. The ESG Committee also advises the Board and management on significant public policy issues that are pertinent to the Company and its stakeholders. Members of the ESG Committee have expertise in areas relating to ESG, including environmental stewardship, social responsibility and community relations. Vicky Sutil, the ESG Committee Chair, brings ESG Experience from her time on the Environmental, Health and Safety Board Committee at Delek. Benjamin Hardesty is a trustee and past chairman of the Nature Conservancy of West Virginia and a member of the board of directors of the West Virginia Chamber of Commerce. During 2021, the ESG Committee reviewed the Company’s ESG practices and procedures. Following such review, the Company published its 2020 ESG Report, which is available at https://www.anteroresources.com/ community-sustainability.
* Robert J. Clark stepped down from the Environmental, Social and Governance (ESG) Committee effective September 16, 2021.

Recipient	Amount
Non-employee director	$	70,000
Lead Director	$	25,000
Audit Committee:
Chairperson	$	20,000
Other members	$	7,500
Compensation, Nominating & Governance, and ESG Committees:
Chairperson	$	15,000
Other members	$	5,000
Conflicts Committee:
Chairperson	$	5,000
Other members	$	5,000

Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Total ($)
Robert J. Clark	97,500	200,982	298,482
Benjamin A. Hardesty	122,500	200,982	323,482
W. Howard Keenan, Jr.	75,000	200,982	275,982
Paul J. Korus⁽³⁾	94,808	100,994	195,802
Vicky Sutil	95,000	200,982	295,982
Thomas B. Tyree, Jr.	87,500	200,982	288,482
Jacqueline C. Mutschler	90,000	200,982	290,982
Brenda R. Schroer⁽³⁾	71,875	83,505	155,380

(1)	Includes annual cash retainer, committee fees, committee chair fees and meeting fees earned during fiscal 2021.
(2)	Amounts in this column reflect the aggregate grant date fair value of shares granted under the AR LTIP to each non-employee director during fiscal year 2021, computed in accordance with the rules of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). See Note 10 to our consolidated financial statements on Form 10-K for the year ended December 31, 2021, for additional detail regarding assumptions underlying the value of these equity awards. Each of Messrs. Clark, Hardesty and Keenan holds 3,003 exercisable stock options previously granted under the Antero Resources Corporation Long-Term Incentive Plan (the “Prior LTIP”).
(3)	Mr. Korus ceased serving on the Board following the 2021 Annual Meeting. Ms. Schroer was appointed to the Board effective April 30, 2021.

	For the Years Ended December 31
	2020		2021
Audit Fees⁽¹⁾
Audit and Quarterly Reviews	$	1,735	$	1,670
Other Filings		—		—
SUBTOTAL		1,735		1,670
Audit-Related Fees⁽²⁾		455		135
Tax Fees		—		—
All Other Fees		—		—
TOTAL	$	2,190	$	1,805

(1)	Includes 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.
(2)	Represents fees related to other filings.

•	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 Resources Corporation