David Keyte
Antero MidstreamAbout David H. Keyte
David H. Keyte, age 69, has served on Antero Midstream Corporation’s Board since 2019 and is the Lead Independent Director. He is Chairman of Caerus Oil and Gas LLC (since 2009) and previously served as CFO of Forest Oil Corporation (1995–2009) following various finance roles at Forest (1987–1995). The Board designates him as an “audit committee financial expert,” and he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forest Oil Corporation | Chief Financial Officer | 1995–2009 | Senior finance leadership through commodity cycles; prior finance roles 1987–1995 |
| Forest Oil Corporation | Various financial positions | 1987–1995 | Progression into CFO role |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Caerus Oil and Gas LLC | Chairman | 2009–present |
| Regal Entertainment Group | Director | Until 2018 |
Board Governance
- Lead Independent Director since 2019; responsibilities include presiding over executive sessions, agenda planning with committee chairs, leading CEO performance assessment and Board self-evaluation, and shareholder engagement availability .
- Committee assignments: Chair—Compensation Committee; Chair—Conflicts Committee; Member—Audit Committee; Member—Nominating & Governance Committee .
- Audit Committee financial expert designation (with Mr. Muñoz) .
- Independence: the Board determined Keyte is independent; 8 of 10 directors were independent in 2024 .
- Attendance/engagement: Board held 10 meetings; outside directors held 4 executive sessions; no director attended fewer than 75% of meetings; all directors attended the 2024 Annual Meeting .
Committee Activity (2024)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 5 | Oversees executive pay and director pay; independent committee with external consultants |
| Conflicts | Chair | — | Reviews AM/AR conflict matters; 2024 had no meetings |
| Audit | Member (Financial Expert) | 6 | Oversees financial reporting, auditors, ESG disclosures, cyber/privacy risk |
| Nominating & Governance | Member | 4 | Board composition, succession planning, governance processes |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $202,500 | Actual 2024 fees for Keyte |
| Stock awards (2024) | $142,466 | Aggregate grant date fair value; fully-vested stock, granted quarterly |
| Non-employee annual cash retainer (policy) | $107,500 | Policy schedule |
| Lead Director retainer (policy) | $32,500 | Policy schedule |
| Compensation Committee chair fee (policy) | $20,000 | Policy schedule |
| Conflicts Committee chair fee (policy) | $7,500 | Policy schedule |
| Audit Committee member fee (policy) | $15,000 | Policy schedule |
| Nominating & Governance Committee member fee (policy) | $7,500 | Policy schedule |
| Committee meeting fees (policy) | $1,500 per meeting >10/year (cap $22,500) | Applies per committee |
- Director equity compensation: annual fully-vested stock valued at $142,500 (granted quarterly at ~ $35,625 per installment) .
- Non-employee board compensation levels were reviewed in 2024; no changes were made (consistent with market) .
Performance Compensation
- Non-employee director pay does not include performance-based elements; equity grants are fully-vested shares (no RSUs/PSUs or options for directors) .
- Hedging/pledging of company stock is prohibited under AM’s insider trading policy .
Other Directorships & Interlocks
| Company | Role | Interlock/Note |
|---|---|---|
| Regal Entertainment Group | Former Director | Historical public board experience |
| Antero Resources (AR) | — | Not a Keyte role; note that Jeffrey S. Muñoz (AM Audit Chair) sits on AR’s board, creating information-flow interlocks; Keyte serves with Muñoz on AM committees |
Expertise & Qualifications
- More than 40 years in executive management and finance in oil & gas; Chairman of an upstream company (Caerus) .
- Audit/financial expertise recognized by Audit Committee “financial expert” designation .
- Governance leadership as Lead Director, including CEO assessment, Board self-evaluation, crisis representation, and shareholder engagement .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 103,164 |
| Shares outstanding (record date) | 478,826,122 |
| Ownership % of outstanding | ~0.02% (103,164 / 478,826,122) calculated using record-date shares |
| Director stock ownership guideline | ≥ 5x annual cash retainer within 5 years of election or adoption (adopted in 2022); all non-employee directors have time remaining to comply |
| Hedging/pledging | Prohibited by policy |
Governance Assessment
-
Strengths
- Independent Lead Director with robust responsibilities; long-tenured finance executive and Audit Committee financial expert—strong oversight signal .
- Chairs Compensation and Conflicts Committees—direct influence over pay discipline and management of pervasive related-party dynamics with Antero Resources (AR) .
- Board independence (8 of 10 directors), regular executive sessions, and full attendance in 2024 reinforce governance effectiveness .
- Director compensation mix balanced (cash + fully-vested stock) and stock ownership guidelines promote alignment; hedging/pledging prohibition reduces misalignment risk .
-
Potential risks and oversight priorities
- Company-level related party exposure to AR is significant (AR and affiliates beneficially own ~29.1% of AM; extensive commercial agreements with AR). Keyte’s Conflicts Committee chair role is critical to investor confidence in the fairness of terms and conflict management .
- Classified board and certain supermajority provisions persist from the 2019 simplification, which can entrench governance structures; continued Lead Director engagement and investor outreach are important mitigants .
- No related-person transactions were disclosed involving Keyte personally; Section 16 filings were timely in 2024, lowering personal conflict/insider risk signals –.
RED FLAGS to monitor:
- Concentrated ownership and extensive AM–AR agreements create structural conflicts; the Conflicts Committee and Audit Committee approvals are key process safeguards investors should watch in future disclosures –.
- Governance provisions (classified board, supermajority) may limit shareholder recourse and require stronger board-led engagement and transparency .