Brendan Krueger
Antero MidstreamAbout Brendan Krueger
Brendan E. Krueger is Chief Financial Officer, Vice President – Finance and Treasurer of Antero Midstream (AM), serving as CFO since April 2021; he joined Antero in 2014 and progressed through finance leadership roles after seven years in investment banking. He holds a B.B.A. in Finance from the University of Notre Dame and is 40 years old . Company pay-versus-performance disclosures show improving results over 2022–2024: cumulative TSR value rising to $351 vs. peer $277, Net Income $401MM, and Adjusted EBITDA $1,051MM in 2024, supporting above-target annual bonus payouts in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Antero Midstream / Antero Resources | CFO; VP–Finance; Treasurer | CFO since Apr-2021; VP–Finance since Apr-2018; Treasurer since Dec-2019 | Leads finance and treasury; responsible for capital allocation, financing, and investor communications . |
| Antero (prior roles) | Finance Director; Finance Manager | 2016–2018; 2014–2016 | Built finance function and processes across planning and capital markets interface . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Robert W. Baird & Co.; Wells Fargo Securities; A.G. Edwards, Inc. | Investment banking (ECM/DCM/M&A advisory) | 2007–2014 | Equity/debt financing and M&A advisory experience foundational to AM’s capital markets execution . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (set in Mar-2025) |
|---|---|---|---|---|
| Base Salary ($) | 126,500 | 129,030 | 139,443 | 144,319 (3.5% increase) |
| Target Bonus (% of salary) | — | — | 85% | Mirrors 2024 structure |
| Actual Annual Bonus ($) | 142,471 | 218,912 | 183,288 | — |
Notes:
- AM and Antero Resources share executives; AM reimburses AR pro rata for NEO cash comp; 2024 reimbursement percentage for NEOs was 26.5% .
- 2024 say-on-pay approval was ~77% .
Performance Compensation
2024 Annual Cash Incentive Plan (AIP)
| Metric | Weighting | Threshold (50%) | Target (100%) | Max (200%) | 2024 Performance Score | Weighted Score |
|---|---|---|---|---|---|---|
| Free Cash Flow after Dividends | 25% | — | — | — | 100% | 25.1% |
| Net Debt/EBITDA | 30% | — | — | — | 132% | 39.5% |
| ROIC | 30% | — | — | — | 200% | 60.0% |
| ESG (qualitative) | 15% | Qualitative | Qualitative | Qualitative | 200% | 30.0% |
| Total Payout vs. Target | — | — | — | — | — | 154.6% |
- The ESG scorecard cited zero NOVs with fines, third consecutive year without OSHA lost time injury, SIF prevention program launch, and ~90% wastewater recycling .
2024 Long-Term Incentive (LTI) Awards
| Award Type | Grant Date | Shares/Units | Key Terms | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RSUs | 3/7/2024 | 115,979 | Ratable vesting on 1st–3rd anniversaries (Mar 7, 2025/2026/2027), service-based | 1,558,758 |
| PSUs (ROIC) | 3/7/2024 | 38,659 target (77,318 max) | 3-year performance period 1/1/2024–12/31/2026; payout 50%/100%/200% at 85%/100%/115% of Target ROIC; service through period end | 519,577 |
- 2024 target LTI value approved for Krueger: $2,100,000 .
- 2022 PSU cycle (ROIC) vested at 200% for performance period ended 12/31/2024 .
- AM granted no stock options or SARs in 2024 .
Multi‑Year Summary Compensation (AM-allocated)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 126,500 | 129,030 | 139,443 |
| Stock Awards (RSUs/PSUs, grant-date FV) | 1,999,978 | 2,099,982 | 2,078,335 |
| Non-Equity Incentive (AIP) | 142,471 | 218,912 | 183,288 |
| All Other Compensation | 3,190 | 5,049 | 5,486 |
| Total | 2,285,580 | 2,452,973 | 2,406,552 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 330,351 shares; <1% of outstanding . |
| Unvested RSUs (12/31/2024) | 273,902 units; $4,133,181 MV at $15.09/share . |
| Unvested/Unearned PSUs (12/31/2024) | 176,560 max units; $2,664,290 MV at $15.09/share; 2023 (99,242 max) and 2024 (77,318 max) PSUs were trending at maximum as of 12/31/2024 (actual payout depends on final performance) . |
| 2024 Vesting Activity | Shares vested in 2024: 208,930; value realized $2,969,837 (RSUs/PSUs) . |
| Upcoming RSU Vesting (remaining as of 12/31/2024) | 2021 RSU: 14,352 (4/15/2025); 2022 RSU: 44,327 (4/15/2025); 2023 RSU: 99,244 (3/7/2025, 3/7/2026); 2024 RSU: 115,979 (3/7/2025, 3/7/2026, 3/7/2027) . |
| Options | None disclosed; no option grants in 2024 and no option exercises reported . |
| Hedging/Pledging | Prohibited for all directors/officers under Insider Trading Policy . |
| Ownership Guidelines | CFO must hold ≥5x base salary in AM shares within 5 years; as of 6/30/2024 executives still within compliance window . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment/Severance/CIC Agreements | AM maintains no employment, severance, or separate CIC agreements for NEOs . |
| Equity Acceleration (Death/Disability/CIC) | Unvested RSUs fully vest; 2023/2024 ROIC PSUs settle based on actual performance through event date (as of 12/31/2024 trending at 200%) . |
| Termination Other Than Cause (12/31/2024 scenario) | One-third of 2023 PSUs remain eligible to vest (at actual performance); 2024 PSUs forfeited; RSUs not accelerated . |
| Quantified 12/31/2024 Scenario Values | Death/Disability/CIC: $6,797,473 (RSUs $4,133,181; PSUs $2,664,290). Termination without cause: $1,387,284 (PSUs portion) . |
| Clawback Policy | Adopted Nov 30, 2023; compliant with Exchange Act 10D/NYSE; recovers excess incentive comp upon required restatement (3 prior FYs) . |
| “Cause” Definition | Includes felony conviction, gross negligence/willful misconduct with material adverse effect, willful failure to perform, or material policy breach with material adverse effect . |
Company Performance Context
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 990,657,000* | 1,112,443,000* | 1,176,865,000* |
| EBITDA ($) | 743,573,000* | 824,946,000* | 871,082,000* |
| EBITDA Margin (%) | 75.06%* | 74.16%* | 74.02%* |
| Cash from Operations ($) | 699,604,000* | 779,063,000* | 843,994,000* |
| Levered Free Cash Flow ($) | (85,389,375)* | 303,260,625* | 279,297,250* |
- Values retrieved from S&P Global.
Pay-versus-performance disclosures (value of $100 investment, Company vs. Peer TSR), Net Income, and Adjusted EBITDA:
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR ($ value of $100) | $217 | $273 | $351 |
| Peer Group TSR ($ value of $100) | $244 | $243 | $277 |
| Net Income ($MM) | $326 | $372 | $401 |
| Adjusted EBITDA ($MM) | $884 | $989 | $1,051 |
Governance, Benchmarking, and Say‑on‑Pay
- Compensation Committee: David H. Keyte (Chair), Peter A. Dea, W. Howard Keenan, Jr. .
- Independent consultant: CBIZ advised for 2025 salary decisions; 2025 base salary for Krueger set at $144,319 (+3.5%) .
- Peer group used for benchmarking (2024): APA Corp., Coterra, Continental Resources, Devon, Diamondback, EQT, Marathon Oil, Ovintiv, Range, Southwestern .
- 2024 say‑on‑pay result: ~77% support .
- Compensation “best practices”: robust ownership guidelines, clawback, no tax gross‑ups, no severance plans, no hedging/pledging, and no option repricing .
Investment Implications
- Pay-for-performance alignment: AIP tied to balance-sheet and return discipline (Net Debt/EBITDA, ROIC) plus FCF after dividends; 2024 payout at 154.6% reflects strong execution and ESG performance . LTI mix (75% RSUs/25% ROIC PSUs) balances retention with capital efficiency incentives; 2022 PSU cycle paid at 200% and 2023/2024 PSUs were trending at max as of 12/31/2024, signaling management conviction in ROIC delivery .
- Retention and selling pressure: Krueger has meaningful unvested equity with scheduled RSU vesting through 2027 and PSU cliffs in 2025 and 2026; 2024 share vestings totaled 208,930 ($2.97MM), indicating ongoing annual share releases that can create modest supply but also retention hooks via remaining unvested units . Hedging/pledging prohibitions and 5x salary ownership requirement enhance alignment .
- Contract risk: Absence of employment/severance/CIC agreements reduces cash separation costs; equity accelerates only on death/disability/CIC or per plan terms, with quantified CIC/death/disability benefit of ~$6.8MM as of 12/31/2024 (market value basis) .
- Performance backdrop: AM’s improving TSR vs. peers and higher Net Income/Adjusted EBITDA in 2024 underpin incentive outcomes and support the compensation design’s linkage to shareholder value .