Janine McArdle
Antero MidstreamAbout Janine J. McArdle
Janine J. McArdle, age 64, is an independent Class I director of Antero Midstream Corporation (AM) serving since 2020. She is Founder & CEO of Apex Strategies, LLC (since 2016) and previously held senior roles at Apache Corporation (2002–2015), including SVP – Global Gas Monetization and President of Kitimat LNG, and earlier served as President & Managing Director of Aquila Europe Ltd. (2001–2002). She brings 30+ years of oil & gas experience spanning engineering, marketing, business development, finance, and risk management, and currently serves on AM’s Audit and ESG Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apache Corporation | Senior Vice President – Global Gas Monetization; President of Kitimat LNG | 2002–2015 | Global gas monetization leadership; LNG project leadership |
| Aquila Europe Ltd. | President & Managing Director | 2001–2002 | Led European business; prior executive and trading roles |
| Prior roles | Various executive and trading roles | Pre-2001 | Energy trading and executive experience |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Santos Ltd. | Director | Current | Public company board |
| Advantage Energy Ltd. | Director | Until March 2025 | Public company board; ended Mar-2025 |
| Halcón Resources Corporation | Director | Until 2019 | Public company board |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; 8 of 10 AM directors are independent (non-independent: CEO Paul Rady, SVP Finance Michael Kennedy) |
| Committees | Audit Committee (member); ESG Committee (member) |
| Committee chair roles | None (Audit chaired by J. Muñoz; ESG chaired by B. Klimley) |
| Board meetings (2024) | 10 Board meetings; 4 executive sessions of outside directors |
| Attendance | No director attended fewer than 75% of Board/committee meetings; all directors attended 2024 Annual Meeting |
| Lead Independent Director | David H. Keyte (also chairs Compensation and Conflicts Committees) |
| Conflicts governance | Conflicts Committee (Keyte chair; Dea) addresses AM–Antero Resources conflicts; McArdle is not a member |
| Skills relevance | Engineering, marketing, BD, finance, risk management (aligns with Audit/ESG oversight) |
Fixed Compensation (Non-Employee Director)
| Component | 2024 Detail | Amount (USD) |
|---|---|---|
| Annual director retainer | Standard non-employee director cash retainer | $107,500 |
| Audit Committee member fee | Committee member | $15,000 |
| ESG Committee member fee | Committee member | $7,500 |
| Meeting fees | Only paid for >10 committee meetings; Audit (6) and ESG (4) did not exceed threshold | $0 |
| 2024 cash earned | Sum of retainer + committee fees | $130,000 |
Notes:
- Program last modified April 2023; 2024 review made no changes (consistent with market) .
Performance Compensation (Non-Employee Director)
| Component | Instrument/Terms | 2024 Value |
|---|---|---|
| Annual equity | Fully‑vested common stock granted quarterly (~$35,625 per installment) under AM LTIP | $142,500 |
| Options | None disclosed for directors; equity is delivered as fully‑vested stock | — |
| Ownership guidelines | 5x annual cash retainer; policy adopted 2022; directors still within compliance window | 5x retainer requirement in effect; time remaining to comply |
| Hedging/pledging | Prohibited under Insider Trading Policy | Policy prohibition in place |
| 2024 total director compensation | Cash + equity | $272,466 (cash $130,000; stock awards $142,466) |
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Notes |
|---|---|---|
| Santos Ltd.; Advantage Energy Ltd.; Halcón Resources (prior) | None disclosed with AM | AM’s related-party transactions materially involve Antero Resources; no director-specific related-party transactions disclosed for McArdle – |
Expertise & Qualifications
- 30+ years executive experience across engineering, marketing, BD, finance, and risk management; LNG/gas monetization expertise (Apache SVP; Kitimat LNG President) .
- Financial literacy consistent with Audit Committee membership (Audit “financial expert” designation at AM held by D. Keyte and J. Muñoz) .
- ESG oversight experience via Board ESG Committee .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Beneficial ownership (shares) | 72,865 | April 15, 2025 (record date) |
| % of shares outstanding | <1% | April 15, 2025 |
| Ownership form | Directors receive fully‑vested stock as equity compensation | Structure per director program |
| Stock ownership guideline | ≥5x annual cash retainer within 5 years (policy adopted 2022) | Window to comply remains |
| Hedging/pledging | Prohibited | Policy in force |
| Section 16 compliance | No delinquent Section 16 reports in 2024 | Compliance confirmed |
Governance Assessment
- Strengths: Independent director with deep commercial and risk experience; serves on Audit and ESG Committees, supporting financial reporting/cyber/ESG oversight; Board held 10 meetings in 2024 with solid attendance (no director <75%) and active executive sessions (4) enhancing independent oversight .
- Alignment: Director pay mix blends cash with fully‑vested stock ($142,500 equity in 2024) and robust ownership guidelines (5x retainer), with hedging/pledging prohibited—positive for alignment; 2024 compensation consistent with market and unchanged from 2023 .
- Structural conflicts (Board-level): Antero Resources owns ~29.1% of AM and has director designation rights under the Stockholders’ Agreement; it also influences AM leadership (Rady serves as CEO/Chair under agreement while AR’s rights persist). Conflicts committee exists but McArdle is not a member—ongoing related‑party exposure necessitates strong independent oversight .
- RED FLAGS (Board-level): Classified board and supermajority provisions were adopted in 2019; while supported in conversion vote, they reduce shareholder flexibility. Say‑on‑pay support in 2024 was ~77%, indicating some investor pushback on executive compensation structure .
- Related‑party ecosystem: Extensive commercial agreements with Antero Resources (gathering/compression, processing JV, water services, services/secondment) continue to be material; Audit Committee and Conflicts Committee delineate oversight, underscoring the importance of independent directors’ rigor on pricing, service levels, and cash flow stability – .
Overall implication: McArdle’s independence and domain expertise strengthen Audit/ESG oversight amid significant AR-related exposures; however, the AR ownership/Stockholders’ Agreement and classified board remain governance risks that investors should monitor for potential misalignment with minority shareholders .