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 5, 2024

8:30 A.M. Mountain Time

Antero Principal Executive Offices

1615 Wynkoop Street
Denver, CO 80202

NOTICE

of 2024 Annual Meeting
of Shareholders

The 2024 Annual Meeting of Stockholders of Antero Resources Corporation (“Antero”) will be held online on Wednesday, June 5, 2024, at 8:30 A.M. Mountain Time. The Annual Meeting is being held for the purposes listed below:

AGENDA
1.	Elect the two Class II members of Antero Resources Corporation’s Board of Directors (the “Board”) named in this Proxy Statement to serve until Antero’s 2027 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, 2024,
3.	Approve, on an advisory basis, the compensation of Antero’s named executive officers,
4.	Approve the Amended and Restated Antero Resources Corporation 2020 Long Term Incentive Plan, and
5.	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 15, 2024

By order of the Board of Directors,


Yvette K. Schultz
Chief Compliance Officer, Senior Vice President—Legal, General Counsel and Corporate 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 15, 2024, 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 25, 2024, 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 5, 2024:

This Notice of Annual Meeting and Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (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
Executive Compensation Highlights	7
Investor Outreach	8
Current Directors and Board Nominees	8
2024 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	23
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	27
General	27
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
2023 Non-Employee Director Compensation	30

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

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

ITEM THREE:

ADVISORY VOTE ON EXECUTIVE COMPENSATION


	- 2024 Proxy Statement	2

COMPENSATION DISCUSSION AND ANALYSIS	35
2023 Named Executive Officers	35
Stockholder Engagement Efforts in 2023	35
Compensation Philosophy and Objectives of Our Compensation Program	38
Compensation Best Practices	38
Implementing Our Compensation Program Objectives	39
Elements of Direct Compensation	42
Other Benefits	48
2024 Material Compensation Decisions	49
Other Matters	50
Compensation Committee Report	53

EXECUTIVE COMPENSATION TABLES	54
Summary Compensation Table	54
Grants of Plan-Based Awards for Fiscal Year 2023	55
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table	56
Outstanding Equity Awards at 2023 Fiscal Year-End	57
Option Exercises and Stock Vested in Fiscal Year 2023	62
Pension Benefits	62
Nonqualified Deferred Compensation	62
Potential Payments Upon Termination or Change in Control	63
Chief Executive Officer Pay Ratio	71
Pay Versus Performance	73

ITEM FOUR:

APPROVAL OF AMENDED AND RESTATED ANTERO RESOURCES CORPORATION 2020 LONG TERM INCENTIVE PLAN


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	87
Beneficial Ownership	87

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	88

DELINQUENT SECTION 16(A) REPORTS	88

RELATED PERSON TRANSACTIONS	89
General	89
Agreements with Antero Midstream Corporation	89
Employment	94

QUORUM AND VOTING	95
Voting Stock	95
Quorum	95
Stockholder List	95
Vote Required	96
Default Voting	97
Revoking Your Proxy	97
Solicitation Expenses	97
Copies of the Annual Report	97

ADDITIONAL INFORMATION	98
Proxy Materials, Annual Report and Other Information	98
Stockholders Sharing an Address	98
Stockholder Proposals and Director Nominations for the 2025 Annual Meeting	98

APPENDIX A:

FORM OF AMENDED AND RESTATED ANTERO RESOURCES CORPORATION 2020 LONG TERM INCENTIVE PLAN

100

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PROXY STATEMENT

PROXY SUMMARY

This summary highlights information contained in this Proxy Statement. This proxy summary does not contain all of the information you should consider, and you should read this entire Proxy Statement before voting.

Corporate Responsibility

Some highlights of our ESG and corporate responsibility efforts appear below. Please visit https://www.anteroresources.com/esg for more information and a link to our most recent ESG report.⁽¹⁾

Human Capital Management

The largest contribution in making Antero a responsible and sustainable company comes from our talented and experienced employees.

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The safety and security of our people and the integrity of our operations are our top priorities. Our health and safety compliance program seeks to protect our workforce and the communities in which we operate by striving for “Zero incidents, Zero harm, Zero compromise.” We have sought to implement developed and thoughtful processes for identifying and mitigating safety risks:

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Identification – behavior-based safety programs, job safety analysis, emergency response drills and contractor vetting through a reputable third-party vendor

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Mitigation – contractor safety improvement plans, root cause analyses, risk ranking/mitigation reviews, pre-job safety startup reviews, and a library of over 30 individual training courses

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We believe that our success as a company is not only measured by our financial results but also by how we treat our employees. We strive to help our people enjoy healthier lives, achieve educational goals, and pursue economic opportunities for themselves and their families by offering competitive compensation and benefits, including:

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Healthcare coverage – medical and prescription, dental and vision

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Financial assistance – health savings accounts, student loan repayment reimbursement, dependent care flexible spending account coverage and 401(k) plan with matching up to 6%

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Insurance – basic life, accidental death and disability, short-term and long-term disability coverage

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Lifestyle – employee assistance program, holidays and personal choice days, paid vacation and sick leave, company-paid parental leave, gym memberships and/or fitness subscription reimbursement, and free parking and public transportation

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Doing the right thing is essential to our culture. 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.

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We aim to respect human rights and promote them in our supply chain through, among other things, our company policies, including:

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Supplier Code of Conduct – promotes the fair and ethical treatment by 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, among other things

(1)

Please note that this Internet address is for information purposes only, and no information found and/or provided at such Internet address, contained on our website in general, or included in our ESG Report is intended or deemed to be incorporated by reference in this Proxy Statement.

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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, and that prohibits child labor, forced labor and human trafficking, as well as 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

Community Engagement

We are committed to enhancing the communities where we live and work. Recent highlights of our community engagement and investment include:

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Together with Antero Midstream Corporation (“Antero Midstream”):

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Committed to donate $4.0 million to West Virginia University Benjamin M. Statler College of Engineering and Mineral Resources

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Generated property and severance taxes of $170.9 million in 2023 and $918.5 million over the last five years

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Contributed meaningful employment opportunities in the Appalachian Region

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Together with the Antero Foundation and Antero Midstream:

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Donated $1.3 million to philanthropic and community endeavors, including $0.2 million to 57 regional food pantries in West Virginia and Ohio in 2023

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Donated $3.8 million to philanthropic and community endeavors over the last five years, including regional food pantries, healthcare providers, homeless outreach and shelter providers, and crisis outreach and shelter services

Diversity, Equity and Inclusion

We recognize the importance of supporting and promoting diversity in our workplace. Our Diversity and Inclusion Policy prohibits all forms of unlawful discrimination based on, among other things, age, race, ethnicity, religion, sex, gender identity and other impermissible factors. In addition, we identify qualifications, attributes, and skills that are important to be represented on the Board. We consider individuals of all backgrounds, skills and viewpoints when seeking employees and candidates for Board service.

As set forth in our Diversity and Inclusion Policy and our Nominating & Governance Committee Charter, we view diversity broadly to include diversity of backgrounds, skills and viewpoints as well as traditional diversity concepts such as race, gender, national origin, religion, sexual orientation or identity. Our Diversity and Inclusion Policy and our Nominating and Governance Committee Charter require that each initial pool of candidates to be considered to fill a vacancy on the Board includes at least one individual who is considered diverse based on the traditional diversity concepts described therein.

We embrace an approach that values diversity, and we are committed to making opportunities for development and progress available to all employees so their talents can be fully developed and our and their success can be maximized. We believe that creating an environment that cultivates a sense of belonging requires encouraging employees to educate themselves about each other’s experiences, and we strive to promote the respect and dignity of all persons. We also believe it is important that we foster education, communication and understanding about diversity, inclusion and belonging. In line with our commitment to equal employment opportunity and diversity and inclusion, our outside recruiters are asked to review our Diversity and Inclusion Policy and implement practices that align with it, including providing us with a diverse initial pool of employee candidates.

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In recent years, we have promoted a number of women to senior management roles, including our Chief Compliance Officer, Senior Vice President—Legal, General Counsel and Corporate Secretary, Chief Accounting Officer and Senior Vice President—Accounting, Senior Vice President—Geology and Vice President—Production. In 2023, over one-third of our newly hired employees identified as individuals from a group that has been historically underrepresented.

As of December 31, 2023:

23%	43%	21%
of our employees are women	of our independent directors are women	of our directors and corporate officers are women

Governance

Our Board has ultimate oversight over the company’s operational performance and ethical conduct. This includes, in partnership with our executive leadership team, managing our risk mitigation. Highlights of our corporate, environmental and social governance programs include:

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Director independence and Board composition

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Seven out of eight directors are independent

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We have an independent lead director

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Each Board committee is chaired by an independent director and comprised entirely of independent directors

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The ages of our directors range from 48 to 79 years old, and the average director tenure is 8.9 years

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Focus on Environmental and Social Matters

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We have an ESG Committee of the Board that guides and governs our ESG initiatives

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We have an ESG Advisory Council, made up of members of management from across the organization, that develops a centralized, systematic approach for identifying, managing and communicating ESG risks and opportunities

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15% of executive target annual incentive compensation is tied to certain ESG performance metrics

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In 2023, 100% of employees completed training for our Diversity and Inclusion Policy, our Human Labor and Indigenous Rights Policy, our Supplier Code of Conduct, and with respect to unconscious bias

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Valuing investor feedback and alignment with stockholders

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We proactively engage with stockholders and other stakeholders, including with respect to ESG programs and performance

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Our executive compensation program and robust stock ownership guidelines applicable to directors and executives were thoughtfully designed to incentivize the maximization of shareholder value

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Our corporate policies generally prohibit hedging or pledging company stock

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Environment and Safety

We believe safety and environmental stewardship are intrinsically linked. “Zero incidents, Zero harm, Zero compromise” is designed to empower every employee to make the safest decisions to protect our people and be a good steward to the environment. Our dedicated staff of health, safety, security and environmental (“HSSE”) professionals manage our HSSE programs and are committed to our performance as a safe and sustainable energy company. In addition, stewardship of the environment is a fundamental value in our overall business strategy.

Our Environment and Safety highlights include:

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2023 environmental and safety performance

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Scope 1 GHG emissions of 0.2 million metric tons of CO₂e

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Scope 1 GHG intensity of 0.18 metric tons of CO₂e/Mmscfe, a 14% reduction from 2022

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89% of wastewater generated is recycled

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TRIR and LTIR for our employees and contractors of 0.188 and zero, respectively, in 2023, maintaining our commitment to the safety of our employees and contractors

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Continued progress towards Net Zero Scope 1 (direct) and Scope 2 (indirect from the purchase of energy) emissions by 2025 through the following:

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Initiated a responsibly sourced gas certification effort that will expand the number of wells and production that is Trustwell certified by Project Canary

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Conducted three aerial flyovers of 78 well pad locations as part of our emissions monitoring initiatives

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Replaced or converted approximately 500 natural gas-controlled pneumatics in 2023 and approximately 6,700 natural gas-controlled pneumatics since 2021 as part of our plan to replace or convert all of our natural gas-driven pneumatics to air-driven pneumatics by the end of 2025

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Utilized our GHG & Methane Reduction Working Group and ESG Advisory Council to identify emission-reduction opportunities

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Active participation in the U.S. EPA Natural Gas STAR program, ONE Future, The Environmental Partnership, and the Colorado State University’s Methane Emissions Technology Evaluation Center (through December 31, 2023), which provides us with information and resources to help reduce our Scope 1 and Scope 2 GHG emissions

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ESG disclosures are aligned with the Sustainability Accounting Standards Board (SASB) and the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD)

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Management regularly reports to the Board ESG Committee on pertinent ESG risks and opportunities, including climate related topics

Executive Compensation Highlights

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Key 2023 Company performance highlights include:

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Achieved 6% net production growth compared to 2022 while targeting a maintenance capital program

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Invested $909 million in drilling and completion capital, in line with the 2023 budget

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Reduced cash operating costs by $0.21 per Mcfe, an 8% reduction compared to 2022 cash operating costs

Below is a summary of key components and decisions of our executive compensation program for, and performance levels achieved in 2023:

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Long-term incentive compensation awards are 50% performance-based equity awards for our Named Executive Officers based on absolute TSR performance hurdles and leverage metrics. All long-term incentive awards vest over several years to reward sustained Company performance over time.

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A meaningful portion of our annual incentive plan is tied to a qualitative assessment of certain ESG performance metrics by the Compensation Committee. Our ESG performance is focused on three primary areas:

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Progress towards Net Zero (Scope 1 and 2) emissions by the end of 2025

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Water Recycling

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Total Recordable Incident Rate

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The annual incentive plan for 2023 also included other metrics we felt were key to value creation, including operational strategy (disciplined capital expenditures and production volume), leverage goals, and cash cost containment. The Compensation Committee determined that, in order to better align the 2023 Annual Incentive Program payouts with the interests of shareholders, those payouts should be reduced from 137.4% to 120% of target. The full details of our annual incentive plan metrics, goals and results are shown on page 44 of the proxy.

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Performance share unit awards with a performance period ending in 2023 paid out at between 112.5% and 200% of target.

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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.

Investor Outreach

Antero and the Board value input from stockholders, and we are committed to maintaining an open dialogue to receive feedback on important items. In 2023, we met with stockholders to discuss, among other things, compensation and ESG matters.

The Compensation Committee solicited and carefully considered the feedback received from our stockholders during the stockholder outreach conducted in 2023, which was generally supportive of our executive compensation program, with the exception of the off-cycle awards granted in October of 2022. Further, we have historically had strong support for our executive compensation program (Say-on-Pay votes have averaged over 97% approval in the five years prior to 2023). As a result, there were no material changes to the Company’s compensation program or philosophy during 2023 and no off-cycle awards were granted to our Named Executive Officers in 2023. For additional information regarding our shareholder engagement regarding executive compensation and the feedback we received from our shareholders, please see “Compensation Discussion and Analysis—2023 Say-on-Pay Advisory Vote.”

Current Directors and Board Nominees

	Director Class				Committee Memberships
Name	Director Class	Age	Occupation	Director Since	Audit	Comp	Nom & Gov	Conflicts	ESG
Paul M. Rady Chairman of the Board	Class I	70	Antero’s Chief Executive Officer and President	2004
Brenda R. Schroer	Class I	48	Chief Financial Officer and Member of Board of Managers of Endeavor Energy Resources	2021
Thomas B. Tyree, Jr.	Class I	63	Former Chairman of Northwoods Energy LLC	2019
W. Howard Keenan, Jr.	Class II	73	Member of Yorktown Partners LLC	2004
Jacqueline C. Mutschler	Class II	62	Independent Director of Weatherford International plc; Executive Consultant	2020
Robert J. Clark	Class III	79	Former Chairman of 3 Bear Energy, LLC; Energy Consultant	2013
Benjamin A. Hardesty Lead Director	Class III	74	Owner of Alta Energy LLC	2013
Vasiliki (Vicky) Sutil	Class III	59	Independent Director of Delek US Holdings, Inc.	2019
Chairperson

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Board Composition Highlights

2024 Annual Meeting of Stockholders

We are pleased this year to conduct the Annual Meeting solely online via the Internet through a live webcast and online stockholder tools. We are conducting the Annual Meeting virtually because we believe a virtual format makes it easier for stockholders to attend and participate. Moreover, this format empowers stockholders around the world to participate at no cost.

Here are several ways our virtual format will enhance stockholder access and participation and protect stockholder rights:

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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.

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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.

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We Proactively Take Steps to Facilitate Your Participation. During the Annual Meeting, we will offer live technical support for all stockholders attending the meeting.

Meeting Admission

You are entitled to attend and participate in the virtual Annual Meeting only if you were a stockholder as of the close of business on April 15, 2024 or if you hold a valid proxy for the Annual Meeting. If you are not a stockholder, you may still view the meeting after the recording has been posted on our Investor Relations website.

Attending Online. If you plan to attend the Annual Meeting online, please read the instructions below so you understand how to gain admission. If you do not comply with these procedures, you will not be able to participate in the Annual Meeting.

Stockholders may participate in the Annual Meeting by visiting www.virtualshareholdermeeting.com/ AR2024. If you are a stockholder of record, you will need the control number on your Notice of Internet Availability (the “Notice”) or proxy card to log in. For beneficial stockholders who do not have a control number, instructions to gain access to the meeting may be provided on the voting instruction card you receive from your broker, bank, or other nominee.

Stockholders of record hold shares directly with Equiniti Trust Company, LLC (formerly American Stock Transfer and Trust Company LLC). “Beneficial” or “street name” stockholders hold shares through a broker, bank, or other nominee.

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Please allow ample time to check in to the virtual meeting. The site will be available beginning at 8:15 A.M. Mountain Time. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

Asking Questions. Stockholders who wish to submit a question in advance may do so on our Annual Meeting website, www.virtualshareholdermeeting. com/AR2024, which will be open 15 minutes before the Annual Meeting begins. Stockholders also may submit questions live during the meeting. We plan to reserve up to 20 minutes for appropriate stockholder questions to be read and answered by Company personnel during the meeting, but we will only address questions that are germane to the matters being voted on at our Annual Meeting. Stockholders can also access copies of this Proxy Statement and annual report at our Annual Meeting website.

Voting Before or During the Meeting

Whether you are a stockholder of record or a beneficial stockholder, you may direct how your shares are voted without participating in the Annual Meeting. We encourage stockholders to vote well before the Annual Meeting, even if they plan to attend. 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:

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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., Eastern Time, on Tuesday, June 4, 2024.

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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., Eastern Time, on Tuesday, June 4, 2024.

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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.

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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/AR2024 to vote during the meeting.

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If you are a beneficial stockholder, you will receive instructions from the holder of record that you must follow for your shares to be voted. Most banks and brokers offer Internet and telephone voting. If you do not give voting instructions, your broker will not be permitted to vote your shares on any matter that comes before the Annual Meeting except the ratification of our auditors.

As of the record date, 310,170,039 shares of common stock were outstanding and entitled to be voted at the Annual Meeting.

Revoking Your Proxy or Changing Your Vote.

Stockholders of record may revoke their proxy at any time before the electronic polls close by submitting a later-dated vote via the Internet, by telephone or by mail; by delivering instructions to our Secretary before the Annual Meeting commences; or by voting online in person during the Annual Meeting. Simply attending the meeting will not affect a vote that you have already submitted.

Beneficial stockholders may revoke any prior voting instructions by contacting the broker, bank, or other nominee that holds their shares prior to the Annual Meeting or by voting online during the meeting.

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Cautionary Note Regarding Forward-Looking Statements

This Proxy Statement includes “forward-looking statements.” Such forward-looking statements are subject to a number of risks and uncertainties, many of which are not under Antero Resources’ control. All statements, except for statements of historical fact, made in this Proxy Statement regarding activities, events or developments Antero Resources expects, believes or anticipates will or may occur in the future, including those regarding (1) ESG and sustainability-related activities; (2) our plans, strategies, initiatives, and objectives; (3) our assumptions, outlooks and expectations; (4) the scope and impact of our ESG risks and opportunities; and (5) standards, engagement, disclosure and expectations of third parties are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are aspirational and not guarantees or promises that they will be achieved. All forward-looking statements speak only as of the date of this hereof. Although Antero Resources believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements. Except as required by law, Antero Resources expressly disclaims any obligation to and does not intend to publicly update or revise any forward-looking statements.

The actual conduct of our activities, including the development, implementation, progress or continuation of any initiatives (including ESG and sustainability-related ones), commitments, strategies, and objectives, discussed or forecasted in this report may differ materially in the future. The reader should thus not place undue reliance on these forward-looking statements. In addition, many of the assumptions, standards, methodologies, statistics, metrics and measurements used in preparing this Proxy Statement, the 2022 ESG Report, and other ESG and sustainability-related information provided by the Company continue to evolve and are based on management’s beliefs, assumptions, and expectations based on currently available information believed to be reasonable at the time of preparation but should not be considered guarantees. The standards, methodologies, statistics, metrics and measurements used, and the expectations and assumptions they are based on, have not been verified by any third party. Statistics, metrics, and measurements relating to ESG matters are estimates and may be based on assumptions or developing standards. In some cases, the information is prepared, or based on information prepared, by governmental agencies, third-party vendors and consultants, or other third parties, and is not independently verified by Antero Resources.

Antero Resources cautions you that these forward-looking statements are subject to risks, uncertainties and assumptions, including those incident to the exploration for and development, production, gathering and sale of natural gas, NGLs and oil, most of which are difficult to predict and many of which are beyond Antero Resources’ control. These risks include, but are not limited to, those identified in our most recent filings with the Securities and Exchange Commission (“SEC”) on Form 10-K and Form 10-Q. While we anticipate continuing to monitor and report on certain sustainability information, we cannot guarantee that such data will be consistent year-to-year, as methodologies and expectations continue to evolve and vary across companies, industries, jurisdictions and regulatory bodies. We hereby expressly disclaim any obligation or duty not otherwise required by legal, contractual, and other regulatory requirements to update, correct, provide additional details regarding, supplement, or continue providing such data, in any form, in future. Furthermore, there are sources of uncertainty and limitations that exist that are beyond our control and could impact the Company’s plans and timelines, including the reliance on technological and regulatory advancements and market participants’ behaviors and preferences.

In addition, while we seek to align these disclosures with the recommendations of various third-party frameworks, such as the Task Force on Climate-Related Financial Disclosures, we cannot guarantee strict adherence to these framework recommendations. Additionally, our disclosures based on these frameworks may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policy, or other factors, some of which may be beyond our control. Moreover, with regards to our participation in, or certification under, various frameworks, we may incur certain costs associated with such frameworks

- 2024 Proxy Statement

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and cannot guarantee that such participation or certification will have the intended results on our or our products’ ESG profile. In addition, the calculation of the methane leak loss rate disclosed in the 2022 ESG Report is based on ONE Future protocol, which is based on the EPA Greenhouse Gas Reporting Program currently in effect. We also calculate our Scope 1 GHG emissions in accordance with the EPA Greenhouse Gas Program, which is subject to change, and revisions to this program could result in the calculation of increased emissions from our operations, which in turn could impact our ability to realize our Scope 1 and 2 GHG emission reductions on our proposed timeline. Scope 1 GHG emissions are the Company’s direct greenhouse gas emissions, and Scope 2 GHG emissions are the Company’s indirect greenhouse gas emissions associated with the purchase of electricity, steam, heat or cooling. Antero Resources anticipates achieving Net Zero Scope 1 and Scope 2 GHG emissions by 2025 through operational efficiencies and the purchase of carbon offsets; however, achieving Net Zero Scope 1 and Scope 2 GHG emissions is aspirational and we could face unexpected material costs as a result of our efforts to do so. Moreover, given uncertainties related to the use of emerging technologies, the state of markets for and availability of verified quality carbon offsets, we cannot predict whether or not we will be able to achieve Net Zero Scope 1 and Scope 2 GHG emissions in a timely fashion, if at all, or whether any offsets we purchase will ultimately achieve the emission reduction it represents.

This Proxy Statement and the 2022 ESG Report contain statements based on hypothetical or severely adverse scenarios and assumptions, and these statements should not necessarily be viewed as being representative of current or actual risk or forecasts of expected risk. These scenarios cannot account for the entire realm of possible risks and have been selected based on what we believe to be a reasonable range of possible circumstances based on information currently available to us and the reasonableness of assumptions inherent in certain scenarios; however, our selection of scenarios may change over time as circumstances change. While future events discussed in this Proxy Statement or the 2022 ESG Report may be significant, and with respect to which we may even use the word “material” or similar concepts of “materiality,” any potential significance should not be read as necessarily rising to the level of “materiality” of certain disclosures included in Antero Resources’ SEC filings.

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ITEM ONE: ELECTION OF DIRECTORS

The Board is currently comprised of eight directors divided into three classes. Directors in each class are elected to serve for three-year terms and until they are re-elected, their successors are elected and qualified, or until his or her death or until they resign or are removed. Each year, the directors of one class stand for re-election as their terms of office expire.

Based on recommendations from our Nominating & Governance Committee, the Board has nominated the following individuals for election as Class II directors of Antero, with terms to expire at the 2027 Annual Meeting of Stockholders, barring an earlier death, resignation or removal:


W. Howard Keenan, Jr.	Jacqueline C. Mutschler

All nominees currently serve as Class II 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 STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.

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Summary of Director Qualifications and Experience

We recognize the importance of diversity on our Board. Pursuant to our Diversity and Inclusion Policy and the Nominating and Governance Committee Charter, we view diversity broadly to include diversity of backgrounds, skills and viewpoints as well as traditional diversity concepts such as race, gender, national origin, religion or sexual orientation or identity. 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. The Nominating & Governance Committee considers diversity along with other factors when seeking an initial pool of qualified candidates for director nominees, and accordingly, our Diversity and Inclusion Policy requires that each initial pool of candidates to be considered to fill a vacancy on the Board shall include at least one individual who is considered diverse based on the traditional diversity concepts described therein.

As of the date hereof, the Board embodied a diverse set of experiences, qualifications, attributes, and skills, as shown below:

	Rady	Schroer	Tyree	Keenan	Mutschler	Clark	Hardesty	Sutil
Executive Leadership	•	•	•	•	•	•	•	•
Financial	•	•	•	•	•	•		•
Accounting/Audit		•	•			•
Risk Management	•	•	•	•	•	•	•	•
Operations	•		•		•	•	•	•
Industry	•	•	•	•	•	•	•	•
Environmental and/or Climate Change-Related		•	•		•		•	•
Health or Safety							•	•
Human Resources Management		•	•		•			•
Cybersecurity			•
Racial/Ethnic Diversity
Gender Diversity		•			•			•

- 2024 Proxy Statement

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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 each Antero director and director nominee. In some cases, references to our directors’ tenure with Antero date back to our original formation in 2004.

Each of the Class II directors is up for reelection at the Annual Meeting.

Class I Directors

Age: 70

Director Since: 2004

Committee Memberships: None

Paul M. Rady

Chairman, Chief Executive Officer and President

Key Skills, Attributes and Qualifications:

•

Co-Founder of Antero Resources, serving as President of Antero Resources since April 30, 2021 and as Chairman of the Board of Directors and Chief Executive Officer of Antero Resources since May 2004

•

President of Antero Midstream since April 30, 2021 and Chief Executive Officer and Chairman of the Board of Directors of Antero Midstream since the closing of Antero Midstream’s simplification transactions (the “Simplification Transactions”) in March 2019

•

Served as Chief Executive Officer and Chairman of Antero’s predecessor company from its founding in 2002 to its ultimate sale to XTO Energy, Inc. in 2005

•

Served as President, CEO and Chairman of Pennaco Energy from 1998 until its sale to Marathon in 2001

•

Worked with Barrett Resources from 1990 until 1998, moving from Chief Geologist to Exploration Manager, EVP Exploration; President, COO and Director; and ultimately CEO

•

Began his career with Amoco, where he served ten years as a geologist focused on the Rockies and Mid-Continent

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:

•

Antero Midstream; Antero Midstream Partners LP (until March 2019)

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Age: 48

Director Since: 2021

Committee Memberships: Audit Committee (chair), Environmental, Social and Governance (ESG) Committee

SEC Form DEF 14A filed by Antero Resources Corporation