Nancy Chisholm
Antero MidstreamAbout Nancy E. Chisholm
Independent director since 2022 (Class III) and current Chair of the Nominating & Governance Committee; also serves on the Audit Committee and ESG Committee. Age 58. Background includes 20 years at Tyco International (acquired by Johnson Controls), most recently President of Tyco Retail Solutions; prior HR leadership at ADT and regional general management at ADT; trustee at Western Colorado University (2013–) and Interim President (2021–2022); current board member at Envera Systems, LLC (private). The Board determined all members of the Nominating & Governance Committee meet NYSE independence standards and all Audit Committee members meet heightened SEC/NYSE independence; 8 of 10 directors are independent. She is nominated for re‑election as a Class III director at the 2025 Annual Meeting with a term to 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tyco International (JCI) | President, Tyco Retail Solutions (global) | Through 2017 | Led retail technology business in 70+ countries |
| ADT (Tyco unit) | VP, Human Resources | Prior to 2017 | Human capital/comp leadership |
| ADT (Tyco unit) | VP & GM, Western Region (North America) | Prior to 2017 | P&L and operations leadership |
| Western Colorado University | Trustee | 2013–present | Institutional governance |
| Western Colorado University | Interim President | 2021–2022 | Executive leadership transition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Envera Systems, LLC (private) | Board Member | Current | Electronic security company |
| Other public company boards | N/A | — | None disclosed |
Board Governance
| Committee | Role | 2024 Meetings | Independence/Notes |
|---|---|---|---|
| Nominating & Governance | Chair | 4 | All members meet NYSE independence standards; oversees CEO succession |
| Audit | Member | 6 | All members meet heightened SEC/NYSE independence |
| ESG | Member | 4 | ESG Committee not fully independent (company-wide note) |
- Board met 10 times in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Lead Independent Director: David H. Keyte.
- Compensation Committee reports no interlocks (no AM executive serves on a board with cross-serving executive on AM’s Board).
- Majority Vote Director Resignation Policy and annual Board/committee self-evaluations in place.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (non‑employee director) | $107,500 | Paid quarterly in arrears; directors may elect shares in lieu of cash |
| Lead Director retainer | $32,500 | Additive to base retainer |
| Audit Committee – Chair / Member | $27,500 / $15,000 | Annual retainers |
| Compensation Committee – Chair / Member | $20,000 / $7,500 | Annual retainers |
| Nominating & Governance Committee – Chair / Member | $15,000 / $7,500 | Annual retainers |
| ESG Committee – Chair / Member | $15,000 / $7,500 | Annual retainers |
| Conflicts Committee – Chair / Member | $7,500 / $7,500 | Annual retainers |
| Meeting fees (excess over 10 per committee) | $1,500 per meeting (cap $22,500) | For meetings beyond 10 per committee per year |
| 2024 Non‑Employee Director Compensation (AM) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Nancy E. Chisholm | 130,000 | 142,466 | 272,466 |
Performance Compensation
| Equity Component | Target Structure | Vesting/Grant Practice |
|---|---|---|
| Annual equity for non‑employee directors | $142,500 aggregate grant date value | Fully‑vested stock; granted quarterly in arrears (~$35,625 per installment) |
- Stock ownership guidelines: Within 5 years of election/appointment (or policy adoption), non‑employee directors (other than Mr. Keenan) must hold shares equal to 5x annual cash retainer; policy adopted in 2022, so directors still have time to reach compliance.
- Company policies generally prohibit hedging or pledging company stock.
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public company directorships (Chisholm) | None disclosed. |
| Compensation Committee interlocks | None; no AM executive serves on a board with a cross-serving executive on AM’s Board. |
Expertise & Qualifications
- Operational leadership across global technology/retail security markets; President of Tyco Retail Solutions.
- Human capital expertise as VP HR at ADT; prior regional P&L leadership at ADT.
- Higher education governance and interim executive leadership experience at Western Colorado University.
Equity Ownership
| Holder | Common Stock Beneficially Owned (Shares) | % of Class |
|---|---|---|
| Nancy E. Chisholm | 24,649 | <1% |
- Section 16(a) compliance: No delinquent insider ownership reports in 2024.
- Hedging/pledging generally prohibited by corporate policy.
- Director stock ownership guideline: 5x cash retainer within 5 years from 2022 adoption (time remains).
Governance Assessment
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Strengths:
- Independent director with multi-committee service and chairing Nominating & Governance (CEO succession oversight), supporting board effectiveness and independence.
- Audit Committee member under heightened independence standards; reinforces financial reporting oversight.
- Solid engagement and attendance culture (no director <75%; full Annual Meeting attendance).
- Director ownership guidelines (5x retainer) and anti‑hedging/pledging policies align interests with shareholders.
-
Structural risks to monitor (not Nancy‑specific):
- Significant related‑party ecosystem with Antero Resources (services agreement reimbursed $31.7M in 2024) managed via Conflicts Committee/Board oversight.
- Stockholders’ Agreement grants AR Sub director designation rights and links leadership roles, potentially concentrating influence (e.g., CEO/Chair provisions for Mr. Rady while thresholds met).
- Employment of a family member of the CEO (Timothy Rady) disclosed; not uncommon in sector but a governance sensitivity area.
-
Shareholder sentiment signal: 2024 Say‑on‑Pay support at ~77%—acceptable but below top‑quartile outcomes; suggests continued engagement on pay practices.
RED FLAGS (none director‑specific disclosed): No related‑person transactions involving Ms. Chisholm are reported; no attendance shortfalls; no pledging/hedging permitted by policy. Continue oversight of structural AR relationship and leadership entrenchment provisions managed via independent committees and policies.