Benjamin A. Hardesty
Chairman of the Board at AR
Board
About Benjamin A. Hardesty
Benjamin A. Hardesty is Lead Director of Antero Resources (AR), age 75, and has served on AR’s Board since 2013. He is owner of Alta Energy LLC (since May 2010) and previously led Dominion E&P, with deep Appalachian Basin E&P expertise; he received an Honorary Doctor of Petroleum Engineering from West Virginia University in 2024. He is independent under NYSE rules and currently chairs AR’s Nominating & Governance Committee, and serves on the Compensation and ESG Committees; he has been Lead Director since 2019.
Past Roles
| Organization | Role | Tenure/ Dates | Committees/ Impact |
|---|---|---|---|
| Dominion E&P, Inc. | President | Sep 2007–May 2010 | Led North American gas E&P |
| Dominion Appalachian Development, Inc. | President | 1995–2000 | Regional leadership |
| Dominion Energy (Northeast Gas Basins) | GM & VP | 2000–2007 | Basin operations |
| Stonewall Gas Company | VP, EVP, President & Director | 1982–1995 | Gas operations leadership |
| Development Drilling Corp. | VP Operations | 1978–1982 | Field operations |
| U.S. Army Security Agency | Officer (active/reserve) | N/A | Military leadership background |
External Roles
| Organization | Role | Tenure/ Dates | Notes |
|---|---|---|---|
| Alta Energy LLC | Owner | May 2010–present | Oil & gas consulting (Appalachia/onshore U.S.) |
| Blue Dot Energy Services, LLC | Director | 2011–2013 | Board until sale to B/E Aerospace |
| KLX Inc. | Director | 2014–2018 | Board until sale to Boeing |
| KLX Energy Services Holdings, Inc. | Director | 2018–2020 | Board until merger with Quintana |
| Nature Conservancy of West Virginia | Trustee & past chairman | N/A | Non-profit governance |
| West Virginia Chamber of Commerce | Board & Executive Committee | N/A | Business community leadership |
| WVU Dept. of Petroleum & Natural Gas Engineering | Advisory Committee member | N/A | Academic advisory role |
| Gas & Oil Association of West Virginia | Board member | N/A | Industry association |
Board Governance
- Lead Independent Director since 2019; presides over executive sessions, drives board culture, engages on strategy and shareholder governance topics.
- Independence: 8 of 9 AR directors are independent; committee chairs are independent.
- Attendance: Board held 6 meetings and outside directors held 4 executive sessions in 2024; no director attended fewer than 75% of Board/committee meetings.
| Committee (2024) | Hardesty Role | Meetings | Committee Focus |
|---|---|---|---|
| Nominating & Governance | Chair | 4 | Board organization, succession, governance policies |
| Compensation | Member | 5 | Executive/Director pay; at-risk design; consultant oversight |
| ESG | Member | 4 | Environmental, safety, social/public policy oversight |
Fixed Compensation
- Director retainer structure: $100,000 base; Lead Director +$40,000; committee chair/member fees: Audit ($24k/$10k), Compensation ($20k/$7.5k), N&G & ESG ($15k/$7.5k), Conflicts ($5k/$5k). Paid in cash quarterly; directors may elect stock for retainers.
- Equity: Fully-vested stock grants of $215,000 annually (approx. $53,750 quarterly) under AR LTIP, granted in arrears.
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 161,250 | 207,470 | 368,720 |
| 2024 | 170,000 | 214,946 | 384,946 |
Performance Compensation
- AR does not use performance-based equity for non-employee directors; stock awards are fully vested upon grant. No director bonus metrics, options programs, or meeting fees except for excess committee meetings (>10 per year).
| Component | Structure | Metric/Terms |
|---|---|---|
| Annual Equity | Fully-vested stock | $215,000, quarterly installments |
| Cash Retainers | Fixed amounts | Role/committee-based |
| Meeting Fees | Excess committee meetings | $1,500 per meeting over ten (cap $22,500) |
Other Directorships & Interlocks
- No current public-company boards disclosed for Hardesty; prior boards include KLX Inc. and KLX Energy Services (energy services supplier). No disclosed current interlocks with AR’s key counterparties.
| Company | Sector | Role | Current/Prior |
|---|---|---|---|
| KLX Inc. | Aerospace/energy services | Director | Prior (2014–2018) |
| KLX Energy Services Holdings | Oilfield services | Director | Prior (2018–2020) |
| Blue Dot Energy Services | Oilfield services | Director | Prior (2011–2013) |
Expertise & Qualifications
- Appalachian Basin operations; E&P executive leadership; governance in environmental and business associations; ESG awareness via non-profit roles.
- Lead Director responsibilities include presiding executive sessions, agenda planning, risk oversight, CEO performance evaluation, and investor engagement.
Equity Ownership
- Beneficial ownership: 175,923 shares; includes 500 shares held by spouse; less than 1% of outstanding shares.
- Director stock ownership guideline: 5× annual cash retainer; directors with ≥5 years on the Board are in compliance.
- Hedging/pledging: Prohibited by AR insider trading policy; strong alignment signal.
| Holder | Shares | % of Class |
|---|---|---|
| Benjamin A. Hardesty | 175,923 | <1% |
Say-on-Pay & Director Election Signals
| Item (2025 Annual Meeting) | For | Against/Withheld | Abstain | Broker Non-Votes | Support/Approval |
|---|---|---|---|---|---|
| Say-on-Pay | 174,027,559 | 73,186,340 | 299,537 | 26,389,326 | ~70.3% of votes cast (For / (For+Against+Abstain)) |
| Election – B.A. Hardesty | 172,501,127 | 75,012,309 (withheld) | N/A | 26,389,326 | ~69.7% of votes cast (For / (For+Withheld)) |
- 2024 Say-on-Pay approval was ~68%, improving in 2025; still below typical E&P peer norms, indicating ongoing investor scrutiny of pay practices.
Related-Party & Conflicts Overview
- Extensive related-party arrangements with Antero Midstream (gathering/compression, processing JV, water services, secondment/services), with 2024 fees: $926.1 million (gathering & compression) and $248.9 million (water services); Joint Venture derived $301.2 million of revenues from AR under MW-JV arrangement. Governance handled via Conflicts Committee; Hardesty is not a member of Conflicts Committee.
- Section 16 compliance: No delinquent insider filings reported in 2024.
Governance Assessment
- Strengths: Independent Lead Director since 2019 with robust governance remit; chair of N&G and member of Compensation and ESG; strong attendance; director ownership guidelines in place and met; hedging/pledging prohibited; clawback policy adopted and aligned with SEC/NYSE; use of independent compensation consultants.
- Watch items: Significant related-party exposure with Antero Midstream necessitates vigilant Conflicts Committee oversight; investor support for Say-on-Pay and Hardesty’s election remains in the ~70% range, a signal to enhance pay-for-performance clarity and stakeholder engagement.
Overall, Hardesty’s deep regional E&P expertise and active lead-director role support Board effectiveness; continued focus on transparent compensation governance and conflict management around Antero Midstream should bolster investor confidence.