W. Howard Keenan Jr.

About W. Howard Keenan, Jr.

W. Howard Keenan, Jr. (age 74) is a Class I independent director of Antero Midstream (AM) serving since 2019. He is a Member of Yorktown Partners LLC since 1997 and previously spent over two decades in the Corporate Finance Department at Dillon, Read & Co. Inc., including helping found the first Yorktown Partners fund in 1991; he brings over 40 years of energy investing experience. He previously served as a director of the general partners of Antero Midstream GP LP (from April 2017) and Antero Midstream Partners LP (from February 2014) through the March 2019 simplification transactions .

Past Roles

External Roles

Board Governance

• Committee assignments and roles:
  • Compensation Committee (member; committee composed entirely of independent directors and meets NYSE/SEC heightened independence standards; 5 meetings in 2024) .
  • Nominating & Governance Committee (member; committee members meet NYSE independence standards; 4 meetings in 2024) .
  • Not listed as a chair of any standing committee .
• Independence: The Board determined all Compensation Committee members meet heightened independence standards; Nominating & Governance Committee members meet NYSE independence standards (Keenan serves on both) .
• Attendance and engagement: In 2024 the Board held 10 meetings; outside directors held 4 executive sessions; no director attended fewer than 75% of Board and committee meetings on which they served. All directors attended the 2024 Annual Meeting .
• Lead Independent Director: David H. Keyte; responsibilities include presiding over executive sessions, agenda input, shareholder engagement; Keyte has served as Lead Director since 2019 .
• Conflicts oversight: The Conflicts Committee (independent; chaired by David H. Keyte) reviews potential conflicts, including those between AM and Antero Resources. Keenan is not listed as a Conflicts Committee member .

Fixed Compensation (Non-Employee Director Pay)

Performance Compensation (Non-Employee Director Equity)

Director Compensation – 2024 (Keenan)

Other Directorships & Interlocks

Expertise & Qualifications

• Energy/finance expertise: 40+ years with energy companies and investments; Yorktown Partners Member since 1997; prior corporate finance at Dillon, Read & Co. Inc. .
• Board experience: Multiple public company directorships; prior service on AM’s pre-simplification general partners .

Equity Ownership

• Stock ownership guidelines (directors): Within five years, non-employee directors must own shares equal to at least 5x the annual cash retainer—except Mr. Keenan is excluded from this guideline. Guidelines were adopted in 2022; directors still have time to reach compliance window .
• Hedging/Pledging: Company policy prohibits hedging and pledging of AM securities by directors, officers, and employees .
• Section 16 filings: No delinquent Section 16 filings in 2024 (company-assisted filings) .

Governance Assessment

• Strengths:
  • Independent committee service (Compensation; Nominating & Governance) with committees composed of independent directors under NYSE/SEC standards; Keenan meets the heightened standards via committee membership .
  • Attendance and engagement: Board met 10 times in 2024; no director under 75% attendance; 4 executive sessions of outside directors; all directors attended the 2024 Annual Meeting .
  • Equity alignment through fully-vested stock grants to directors; hedging/pledging prohibited; clawback policy in place for executives (signals governance rigor) .
  • Say-on-Pay support signal: 2025 advisory vote results For 357,723,825; Against 43,534,941; Abstain 805,850 (approved), consistent with 2024 support levels (For 305,267,478; Against 90,557,832; Abstain 985,378) .
• Potential risks/RED FLAGS to monitor:
  • Related-party exposure and interlocks: Keenan serves on AR’s board while AM and AR maintain extensive ongoing commercial agreements (gathering/compression, processing JV, water services). These are reviewed by the independent Conflicts Committee and Board per policy, and the Conflicts Committee does not include Keenan, mitigating direct conflict risk, but the interlock remains material for investor oversight .
  • Stock ownership guideline exception: Directors are generally subject to 5x retainer ownership guideline except Keenan; this exception reduces formal “skin-in-the-game” requirements specifically for him and merits investor attention. Keenan beneficially owns 148,132 shares (<1%) as of April 15, 2025 .
• Additional context:
  • Board independence: Eight of ten directors are independent; each Board committee is chaired by an independent director, and all committees except ESG are fully independent (ESG includes one management director) .
  • Leadership structure: Combined Chair/CEO with a strong Lead Independent Director role (David Keyte) guiding executive sessions and governance processes .

Appendix: Selected Shareholder Vote Results (Governance Signal)

Notes:

• Committee memberships for Keenan: Compensation Committee; Nominating & Governance Committee .
• 2024 Non-Employee Director compensation for Keenan: $122,500 cash; $142,466 stock; total $264,966 .
• Beneficial ownership: 148,132 shares; less than 1% of outstanding .
• Director stock ownership guidelines exclude Mr. Keenan from the 5x retainer requirement .
• Hedging/pledging of AM stock prohibited for directors .
• Attendance: No director below 75% in 2024; 10 Board meetings; 4 executive sessions .