Brooks Klimley
Antero MidstreamAbout Brooks J. Klimley
Independent Class II director since 2019; age 68. President of Brooks J. Klimley & Associates (energy advisory), former Managing Director and Head of Energy & Natural Resources at The Silverfern Group (2013–2019), adjunct professor of finance and economics at Columbia University SIPA; 30+ years leading investment banking/private equity across energy and natural resources. Chairs the Environmental, Social and Governance (ESG) Committee and serves on the Audit Committee. Other public company boards: none.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Silverfern Group | Managing Director & Head of Energy & Natural Resources | 2013–2019 | Led energy/natural resources investing; governance/finance focus |
| Antero Midstream GP LP (general partner) | Director | 2017–Mar 2019 | Board service through simplification transactions |
| Antero Midstream Partners LP (general partner) | Director | Mar 2015–2017 | Board service pre-simplification |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Third Coast Super Holdings, LLC | Director; Chair, Audit and Risk Committees | Current | Private company; audit/risk oversight leadership |
| Jaguar Exploración y Producción | Director | Current | Private company; upstream operator |
| Columbia University SIPA | Adjunct Professor (Energy & Power Financing Markets) | Current | Academic role; governance/finance expertise |
Board Governance
- Independence: Board determined all directors are independent except the CEO Paul M. Rady and SVP–Finance Michael N. Kennedy; Klimley is independent.
- Committee assignments: ESG Committee Chair; Audit Committee member. Audit Committee met 6 times in 2024; ESG Committee met 4 times and published the 2023 ESG report.
- Attendance and engagement: Board held 10 meetings in 2024; outside directors held 4 executive sessions; no director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting.
- Board leadership and independent oversight: Combined Chair/CEO structure; Lead Independent Director is David H. Keyte with defined responsibilities for executive sessions, CEO assessment, risk oversight, and shareholder engagement.
Fixed Compensation
| Component (Non‑Employee Director) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $107,500 | Paid quarterly; option to elect shares instead of cash |
| Audit Committee member fee | $15,000 | Annual member retainer |
| ESG Committee chair fee | $15,000 | Annual chair retainer |
| Meeting fees (excess >10 per committee) | $1,500 per meeting (cap $22,500/committee) | If above threshold; reimbursed reasonable expenses |
| 2024 cash fees received (Klimley) | $152,500 | Includes base and committee fees/meeting fees |
| 2024 stock awards (grant-date fair value) | $142,466 | Fully‑vested stock; quarterly installments |
Performance Compensation
| Equity Grant Structure | Detail | Performance Linkage |
|---|---|---|
| Annual equity for non‑employee directors | Fully‑vested stock with aggregate grant-date value of $142,500 paid quarterly (~$35,625 per installment) | None; no options/PSUs for directors |
The company does not grant stock options or SARs to directors; 2024 director equity is fully vested at grant.
Other Directorships & Interlocks
| Type | Company | Role | Public Company? | Interlock/Conflict Notes |
|---|---|---|---|---|
| Public board | N/A | N/A | N/A | No public company directorships disclosed |
| Private board | Third Coast Super Holdings, LLC | Director; Audit/Risk Chair | No | Unrelated to AM’s major counterparties |
| Private board | Jaguar Exploración y Producción | Director | No | Unrelated to AM’s major counterparties |
Expertise & Qualifications
- Energy finance/governance: 30+ years leading investment banking/private equity in energy/natural resources.
- Audit and risk oversight: Chairs audit/risk committees at Third Coast; serves on AM’s Audit Committee.
- ESG oversight: Chairs AM’s ESG Committee, with members bringing environmental, safety, legal and audit backgrounds; committee oversaw 2023 ESG report publication.
- Academic perspective: Adjunct professor teaching energy financing and sustainable development.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Brooks J. Klimley | 78,645 | <1% | As of April 15, 2025; address: 1615 Wynkoop St., Denver, CO 80202 |
| Director stock ownership guideline | 5x annual cash retainer | N/A | Five-year compliance window from adoption in 2022; directors still have time to achieve compliance |
| Hedging/pledging | Prohibited | N/A | Company policy bans hedging and pledging of AM stock by directors/officers/employees |
Governance Assessment
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Strengths:
- Independent director with deep finance and risk credentials; chairs ESG and sits on Audit—positioned to influence disclosure quality and risk oversight.
- Strong board independence (8 of 10 independent) and structured Lead Independent Director responsibilities; robust committee self-evaluations and frequent executive sessions.
- Transparent director pay: mix of modest cash retainers plus fully‑vested equity, quarterly issuance; clear stock ownership guidelines.
- Section 16 compliance: no delinquent filings in 2024.
-
Monitoring areas / potential red flags affecting investor confidence:
- Significant related‑party exposure to Antero Resources via long‑term gathering/compression, JV processing, and water services (2024 fees: $926.1M gathering/compression; $301.2M JV processing; $248.9M water), increasing the importance of effective Conflicts Committee and Audit oversight; Klimley is not on the Conflicts Committee.
- Combined Chair/CEO structure may constrain independent challenge; mitigated by Lead Independent Director and high board independence, but remains a governance risk to watch.
- AR Sub’s director designation and governance rights create structural interlocks at the board level; continued vigilance on independence and RPT approvals is warranted.
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Shareholder feedback signal:
- 2024 Say‑on‑Pay support ~77%; while executive‑focused, it reflects overall investor sentiment on compensation governance.
Overall, Klimley’s committee leadership and finance experience support board effectiveness, but AM’s substantial AR‑related transactions elevate conflict‑management risk—making rigorous Audit/ESG disclosure, Conflicts Committee effectiveness, and continued independent oversight critical.