Justin Agnew - Chief Financial Officer and Vice President—Finance & Investor Relations | Antero Midstream (AM) Executive Profile & Compensation

About Justin Agnew

Justin J. Agnew is Chief Financial Officer and Vice President—Finance & Investor Relations of Antero Midstream (AM), appointed effective August 14, 2025, after over a decade at the Antero family of companies in finance and IR roles. He is 37 years old and holds B.S. degrees in Finance and Economics from Arizona State University; earlier he worked in equity research at Robert W. Baird & Co. and at M&I Bank (BMO) . Company performance under the current compensation framework has emphasized free cash flow after dividends, leverage, and ROIC; in 2024, AM net income rose 8% while capex fell 13% , and in Q3 2025 the company reported Adjusted EBITDA up 10% YoY, leverage down to 2.7x, and higher free cash flow after dividends, alongside debt reduction and share repurchases .

Past Roles

Organization	Role	Years	Strategic impact
Antero Midstream	CFO; VP – Finance & Investor Relations	2025–present	“Instrumental in executing capital markets and strategic transactions for the Antero family of companies for over ten years”
Antero Midstream/Antero (prior roles)	Finance and Investor Relations (roles of increasing responsibility)	2014–2025	Progressive finance/IR leadership since 2014
Robert W. Baird & Co.	Equity Research	Pre-2014	Sell-side background before joining Antero
M&I Bank (now BMO)	Finance	Pre-2014	Bank experience prior to Antero

External Roles

Organization	Role	Years	Notes
Robert W. Baird & Co.	Equity Research	Pre-2014	Pre-Antero role
M&I Bank (BMO)	Finance/Banking	Pre-2014	Pre-Antero role

Fixed Compensation

Effective date	Base salary (aggregate AM+AR)	Target annual bonus (% of base)	Notes
Retroactive to Aug 14, 2025	$395,000	70%	Compensation levels represent aggregate pay for services to AM and Antero Resources; AM reimburses AR for the AM portion .

Performance Compensation

Annual Incentive Plan (AIP) structure and 2024 results for executives (company framework)

Metric	Weight (%)	2024 target (definition)	2024 actual vs target	Payout contribution
Free Cash Flow after Dividends	~25%	Adjusted EBITDA less interest, accrual-based capex, and dividends; see press release furnished Feb 12, 2025	100%	25.1%
Net Debt/EBITDA	~30%	YE 2024 Net Debt / 2024 Adjusted EBITDA	132%	39.5%
Return on Invested Capital (ROIC)	~30%	EBIT (adjusted) / avg invested capital (adjusted)	200%	60.0%
ESG (safety, emissions, etc.)	~15%	Qualitative assessment	200%	30.0%
Total AIP Payout	—	—	—	154.6%

Weights approximated from proxy’s weighted score contributions; see definitions and results for each metric .

Long-Term Incentive Plan (LTI) program features (executive program in effect)

Instrument	Mix	Performance metric	Payout curve	Vesting
PSUs	25%	Three-year ROIC	0%–200% of target (50% threshold; 100% target; 200% max at 115% of target ROIC)	3-year performance period (e.g., 2024–2026)
RSUs	75%	Time-based	N/A	33% per year over 3 years

Equity Ownership & Alignment

Item	Amount	Notes
Total beneficial ownership (Form 3)	191,743 shares	Initial statement of beneficial ownership as officer
Of which: unvested RSUs	66,648 shares	“Previously granted restricted stock unit awards that remain subject to vesting”
Vested shares (derived)	125,095 shares	191,743 – 66,648 = 125,095 (derived from cited figures)
Ownership as % of outstanding	~0.04%	191,743 / 478,826,122 shares outstanding at 4/14/2025 ≈ 0.04%
Shares pledged as collateral	None disclosed; pledging prohibited by policy	Insider Trading Policy prohibits hedging and pledging
Stock ownership guidelines	5x base salary for CFO; 5-year compliance window; measured annually	Executive officer guidelines and measurement cadence disclosed

Employment Terms

Topic	Terms
Appointment and roles	CFO and VP—Finance & IR effective August 14, 2025
Executive Severance Plan (adopted Sept 17, 2025)	If terminated without cause, resign for good reason, or death: lump-sum 3x (highest base salary over prior 3 years + Target Annual Bonus), unpaid prior-year bonus, pro-rata target bonus, company-paid health benefits 18 months plus cash for an additional 18 months; contingent on release, 1-year non-compete and non-solicit, and other covenants .
Equity vesting on death, disability, change in control	Unvested RSUs become fully vested; PSUs settle based on actual performance as of event or end of period; definitions and CIC terms as defined in AM LTIP .
Pro-rata PSU vesting upon certain terminations	If terminated other than for cause after Mar 7, 2024, pro-rata target PSUs remain outstanding to vest based on actual performance (no credit for partial 12-month periods) .
Clawback	Incentive Compensation Recovery Policy adopted Nov 30, 2023, compliant with SEC/NYSE; 3-year lookback for restatements .
Hedging/pledging	Prohibited by Insider Trading Policy .
Employment agreements	Historically no individual employment, severance or CIC agreements for NEOs (pre-Severance Plan); awards accelerate per LTIP terms .

Performance & Track Record

2024 performance under pay program: net income +8% YoY; capex −13%; debt reduced ~$100mm; Net Debt/EBITDAX below target 3.0x; share repurchases initiated upon leverage target .
Q3 2025 operational-financial update after Agnew’s appointment: Adjusted EBITDA +10% YoY; free cash flow after dividends +94% YoY; leverage down to 2.7x; debt reduction and $41mm buybacks in quarter; CFO commentary highlighted credit upgrade and refinancing of nearest-term maturity out to 2033 at an attractive coupon, eliminating near-term maturities .

Compensation Structure Analysis

Cash vs equity mix: Program skews toward equity with 75% RSUs / 25% PSUs for LTI, aligning with retention and ROIC-focused performance .
AIP metrics emphasize FCF after dividends, deleveraging (Net Debt/EBITDA), ROIC, and ESG—clear linkage to balance sheet quality and capital efficiency; 2024 payout was 154.6% on strong results .
Stock ownership/behavior safeguards: robust ownership guidelines (5x salary for CFO), hedging/pledging prohibited, and a compliant clawback policy .
New Executive Severance Plan: introduces 3x multiple (salary + target bonus) on certain separations—generous by midstream norms and a notable change from prior absence of severance agreements; includes 1-year non-compete/non-solicit .

Related Party Context (Program and Governance Environment)

Executives (including CFO) provide services to both AM and Antero Resources (AR); cash compensation is aggregated and allocated, with AM reimbursing AR for the AM portion—this dual-company design influences peer benchmarking and pay decisions .
Extensive commercial agreements with AR (gathering/compression, water, processing JV) and governance arrangements shape AM’s operating and financial profile .

Say-on-Pay & Shareholder Feedback

Year	Say-on-Pay approval
2024	~77% approval

Management responded by maintaining performance-linked structures (AIP metrics and LTI design) and continuing investor outreach .

Investment Implications

Alignment: Agnew’s program ties cash bonuses to FCF after dividends, leverage, and ROIC, and LTI to 3-year ROIC, supporting capital discipline and balance sheet improvement; ownership guidelines and hedging/pledging prohibitions further align interests .
Retention vs. overhang: The new Executive Severance Plan (3x multiple and benefits) meaningfully lowers near-term retention risk but increases potential severance costs; equity accelerations on CIC or death/disability are standard but create event-driven supply risk .
Insider selling pressure: As of Form 3, Agnew held 191,743 shares (66,648 unvested RSUs), modest relative to ~479 million shares outstanding (~0.04% ownership), suggesting limited direct selling overhang; company policy prohibits pledging .
Execution lens: Post-appointment commentary and Q3 2025 results emphasize FCF growth, deleveraging to 2.7x, refinancing out to 2033, and buybacks—consistent with AIP metrics and potentially supportive for future payouts and investor confidence if sustained .