Michael Kennedy

About Michael Kennedy

Michael N. Kennedy, 50, is Chief Executive Officer and President of Antero Midstream (AM) and Antero Resources (AR) effective August 14, 2025, and serves on both companies’ Boards; he has been an AM director since 2021 and, prior to his CEO appointment, served as AM Senior Vice President—Finance and previously CFO of both AM and AR. He holds a B.S. in Accounting from the University of Colorado at Boulder and is not an independent director; as of the 2025 proxy, 8 of 10 AM directors were independent, with Mr. Kennedy and the then-CEO the two exceptions . AM’s annual incentive program emphasizes Free Cash Flow after Dividends, Net Debt/EBITDA, ROIC, and ESG, and 2024 payouts were 154.6% of target; PSUs tied to ROIC for 2023 and 2024 were trending at maximum (200%) as of year-end 2024, indicating strong alignment with returns-focused performance metrics . Hedging and pledging of AM stock are prohibited, and a NYSE-compliant clawback policy was adopted November 30, 2023 .

Past Roles

External Roles

Fixed Compensation

Notes:

• AM and AR set aggregate base and target bonus together; AR pays cash compensation and AM reimburses a portion based on a quarterly Reimbursement Percentage (26.5% in 2024), while AM fully funds its own annual incentive outcomes .

Performance Compensation

• Annual Incentive Program (2024)
  • Structure: maximum payout 200% of target .
  • Metrics and results:

• Long-Term Incentives (granted 3/7/2024)
  • Mix: RSUs (time-based) and ROIC PSUs (performance-based) .
  • Vesting: RSUs vest ratably on the first three anniversaries of grant; PSUs earned over 3-year ROIC period (2024–2026) with 50%/100%/200% outcomes at 85%/100%/115% of target ROIC, subject to continued employment .
  • Kennedy’s 2024 awards:

• Outstanding and Vested Equity (2024)
  • PSUs (2023 and 2024 grants) were trending at maximum (200%) as of 12/31/2024; 2023 PSUs period ends 12/31/2025, 2024 PSUs end 12/31/2026 .
  • 2024 Vested Shares: 346,396 shares vested in 2024; realized value $4,915,422 (reflects vesting value, not necessarily open-market sales) .

Equity Ownership & Alignment

• Beneficial Ownership (as of proxy):

  • Kennedy: 906,186 shares; less than 1% of outstanding; excludes 457,904 shares remaining subject to vesting .

• Unvested/Unearned Awards at 12/31/2024:

• Stock Ownership Guidelines (executives): CEO/President/CFO 5x salary; Vice President 3x; Other Officers 1x; measured each June 30; as of June 30, 2024, NEOs had time remaining within the five-year window to achieve compliance .
• Hedging and Pledging: Prohibited for directors, officers, and employees; margin purchases and pledging of AM securities are not allowed .
• Clawback: Adopted Nov 30, 2023; applies to incentive-based compensation for the prior three completed fiscal years in the event of a restatement; covers current and former executive officers .

Employment Terms

• Employment/Severance/CIC Agreements: AM discloses no employment, severance, or standalone change-in-control agreements for NEOs; compensation outcomes instead governed by plan/award terms .
• Equity upon Termination/CIC:
  • RSUs: Single-trigger full vesting upon death, disability, or change in control .
  • PSUs: On death, disability, or change in control, performance period ends at the earlier of the scheduled end date (2023 PSUs 12/31/2025; 2024 PSUs 12/31/2026) or the trigger date, and awards settle based on actual performance to date; as of 12/31/2024, PSUs were trending at maximum (200%) .
  • Termination other than for cause (as of 12/31/2024): one-third of 2023 PSUs remained outstanding and eligible to vest; 2024 PSUs did not; 2023 PSUs were trending at 200% .
• Quantified Benefits (12/31/2024 close $15.09 used for valuation):

• Definitions/Policies: “Cause” for 2023/2024 PSUs includes felony conviction, gross negligence/willful misconduct materially harming AM or affiliates, willful failure to perform duties, or material breach of agreements/policies with material adverse effect . No pension or nonqualified deferred compensation programs are provided .

Board Governance (Service History, Committees, Dual-Role Implications)

• Service: AM Director since 2021; designated by AR Subsidiary Holdings (AR Sub) to fill a vacancy upon a prior director’s retirement; stands for election as AR Sub’s nominee under a Stockholders’ Agreement tied to AR’s ownership .
• Committees: ESG Committee member (Class II director) .
• Independence: Not independent due to executive officer status; Board determined 8 of 10 directors independent as of the 2025 proxy .
• Leadership Structure: On Aug 14, 2025, AM separated Chair and CEO roles, appointing independent director David H. Keyte as Chairman; Kennedy serves as CEO and director but is not Chair, mitigating CEO/Chair dual-role concerns .
• Stockholder Influence Considerations: AR Sub retains director designation rights while maintaining specified ownership thresholds, evidencing continuing AR governance influence at AM .

Say-on-Pay & Shareholder Feedback

• 2024 Say-on-Pay: Approximately 77% support at the 2024 annual meeting; the committee considered results and continues engagement with investors .

Compensation Peer Group (Benchmarking Context)

• For 2024, AM and AR used a single AR-aligned peer group for setting aggregate total cash compensation, reflecting that over two-thirds of NEO cash pay is for AR services; the 2024 group: APA, CTRA, DVN, FANG, EQT, MRO, OVV, RRC, SWN (Continental removed after going private) .

Risk Indicators & Red Flags

• Single-trigger RSU acceleration on change in control (shareholder-unfriendly vs double-trigger), with PSUs settling based on actual performance at the trigger date .
• Hedging and pledging prohibited (good governance); NYSE-compliant clawback in place (good governance) .
• No tax gross-ups, severance plans, or guaranteed bonuses; no stock options granted in 2024 (reduces repricing risk) .
• Material unvested equity and scheduled RSU vesting on 3/7 each year (2025–2027 for 2024 grants) and PSU settlements after 12/31/2025 and 12/31/2026 can create predictable supply overhang around vest/settlement dates; 346,396 shares vested for Kennedy in 2024 with $4.9M realized value (potential near-term selling/withholding pressure at vesting) .

Investment Implications

• Pay-for-performance alignment is centered on FCF after dividends, deleveraging (Net Debt/EBITDA), and ROIC; 2024 payouts at 154.6% and PSUs trending at 200% indicate strong delivery versus internal targets, supporting incentive credibility but heightening future vest-driven equity supply as awards settle .
• Governance risk from executive-director dual roles is mitigated by the August 2025 separation of Chair/CEO and an independent Chair, though Kennedy remains a non-independent director designated under AR’s Stockholders’ Agreement, underscoring AR’s continuing influence at AM .
• Retention risk appears moderate: no employment or severance agreements but substantial unvested RSU/PSU value and clear vesting cadence provide “golden handcuff” effects; hedging/pledging prohibitions and ownership guidelines further align interests with shareholders .
• Trading setup: monitor vest/settlement windows (March RSU anniversaries; post-12/31 PSU certifications) for potential liquidity/supply effects; 2024 vesting magnitude provides a reference point for execution-year dynamics .