Jeffrey Muñoz
Antero MidstreamAbout Jeffrey S. Muñoz
Independent Class II director at Antero Midstream (AM); age 59; appointed October 29, 2024; currently chairs the Audit Committee and serves on the Nominating & Governance and ESG Committees . Previously a partner at Latham & Watkins (2012–May 2022), partner and associate at Vinson & Elkins (1993–2012), and auditor at Arthur Andersen (1987–1990); holds a JD from Stanford and a BBA from the University of Texas, with a career focus in the natural resources sector . The Board deems him independent under NYSE standards and an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Latham & Watkins LLP | Partner (Natural Resources) | 2012–May 2022 | Senior legal advisor to energy clients . |
| Vinson & Elkins LLP | Associate; Partner (Natural Resources) | 1993–2012 | Energy transactions and advisory . |
| Arthur Andersen | Auditor (Natural Resources) | 1987–1990 | Accounting/audit experience in energy . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Antero Resources (AR) | Director (public company) | Current | Listed as “Other Public Company Boards: Antero Resources” in AM proxy . |
Board Governance
- Independence and financial expertise: Board determined Audit Committee members meet NYSE/SEC heightened independence standards; Muñoz qualifies as an “audit committee financial expert” .
- Attendance: Board met 10 times in 2024; outside directors held 4 executive sessions; no director attended fewer than 75% of Board and committee meetings for the periods they served .
- Lead independent director and oversight: Lead Director is David H. Keyte; independent directors hold regular executive sessions .
| Committee | Role | Independence / Expertise | 2024 Meetings |
|---|---|---|---|
| Audit | Chair | Independent; “audit committee financial expert” (Muñoz); committee independent per NYSE/SEC . | 6 |
| Nominating & Governance | Member | Independent . | 4 |
| ESG | Member | Board-level ESG oversight . | 4 |
| Conflicts | Not a member | Conflicts with AR managed by Conflicts Committee (Keyte, Dea) . | — |
Fixed Compensation
Program (non-employee directors):
- Cash retainers: base $107,500; Lead Director $32,500; Audit Chair $27,500; Audit member $15,000; Compensation Chair $20,000; Comp member $7,500; N&G/ESG Chair $15,000; N&G/ESG member $7,500; Conflicts Chair $7,500; Conflicts member $7,500 .
- Equity: fully-vested stock, $142,500 annual grant value (paid quarterly, ~$35,625 per installment) .
| Director | 2024 Cash Fees ($) | 2024 Stock Awards ($) | Total 2024 ($) | Notes |
|---|---|---|---|---|
| Jeffrey S. Muñoz | 34,375 | — | 34,375 | Appointed 10/29/2024, partial-year; standard non-employee compensation going forward . |
Performance Compensation
Directors do not receive performance-based incentives (director equity is fully-vested stock grants; no PSU/option program for directors) .
| Component | Performance Linkage | 2024 Detail |
|---|---|---|
| Annual equity (directors) | None (fully-vested shares) | Program level $142,500 per year; Muñoz $0 in 2024 due to late-year appointment . |
Other Directorships & Interlocks
| Entity | Nature | Potential Conflict / Mitigant |
|---|---|---|
| Antero Resources (AR) | Muñoz is also a director at AR | AR owns ~29.1% of AM and is AM’s primary counterparty under long-term G&C and water agreements; Conflicts Committee oversees potential conflicts; Muñoz is not on Conflicts Committee . |
Expertise & Qualifications
- Legal and accounting expertise across energy sector (Latham & Watkins; Vinson & Elkins; Arthur Andersen) .
- Recognized as an “audit committee financial expert” .
- ESG oversight experience via ESG Committee service .
- Education: JD (Stanford); BBA (University of Texas) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jeffrey S. Muñoz | 3,845 | <1% (asterisk in table) | As of April 15, 2025. |
Additional alignment and trading policies:
- Director stock ownership guideline: 5x annual cash retainer within 5 years of election/appointment (policy adopted in 2022; still within compliance window for all non-employee directors) .
- Hedging and pledging generally prohibited by policy .
- Section 16 compliance: no late filings reported in 2024 .
- Form 4/insider transactions: standard indemnification agreement entered on appointment; Board determined no related-person transactions with Muñoz requiring disclosure at appointment .
Governance Assessment
-
Strengths
- Deep audit/financial oversight with designation as “audit committee financial expert” and Audit Chair role—supports financial reporting and controls quality .
- Independent status under NYSE; Board majority independent; regular executive sessions; defined Lead Director responsibilities—enhances oversight balance .
- Robust director ownership guidelines and anti-hedging/pledging policy—aligns incentives and reduces misalignment risk .
- Attendance: company-wide board/committee attendance thresholds met; supports engagement expectations .
-
Watch items / potential red flags (governance context)
- Interlock with AR while AM has extensive related-party business (e.g., 2024 fees: ~$926.1m gathering/compression; ~$248.9m water; ~$301.2m JV processing)—heightens perceived conflicts; mitigated by Conflicts Committee (Muñoz not a member) and formal RPT governance .
- Partial-year compensation/ownership base in 2024 (appointment late in year): equity ownership expected to build under policy over five-year window; monitor progress toward 5x retainer guideline .
- Concentrated customer/sponsor exposure (AR owns ~29.1% of AM and is principal customer): underscores importance of independent oversight on Audit/N&G/ESG and Conflicts Committee integrity .
Appendix: Key Facts Tables
Committee Assignments and Independence
| Attribute | Detail |
|---|---|
| Independence status | Board determined independent under NYSE; Audit Committee members meet heightened independence . |
| Audit expertise | “Audit committee financial expert” (Muñoz) . |
| Attendance | No director <75% attendance; Board met 10x; 4 executive sessions (2024) . |
Director Compensation Program (Non-Employee)
| Element | Amount |
|---|---|
| Annual cash retainer | $107,500 |
| Audit Chair / Member | $27,500 / $15,000 |
| N&G or ESG Chair / Member | $15,000 / $7,500 |
| Conflicts Chair / Member | $7,500 / $7,500 |
| Equity grant (fully-vested stock) | $142,500 per year (≈$35,625 quarterly) |
Related-Party Exposure Snapshot (AM–AR)
| Item | 2024 Amount |
|---|---|
| Gathering & Compression fees from AR | $926.1 million |
| Water services fees from AR | $248.9 million |
| JV processing revenues (via MarkWest JV on AR volumes) | $301.2 million |
Appointment and Disclosures
| Item | Detail |
|---|---|
| Appointment date | October 29, 2024 . |
| Standard director compensation | Yes (non-employee program) . |
| Indemnification agreement | Entered at appointment; standard form . |
| Related person transactions (Muñoz) | Board determined none requiring Item 404(a) disclosure at appointment . |