Brenda R. Schroer
Director at AR
Board
About Brenda R. Schroer
Independent director (Class I), age 49, serving on Antero Resources’ Board since 2021. She is Chair of the Audit Committee and a member of the Environmental, Social & Governance (ESG) Committee; the Board identifies her as an “audit committee financial expert.” Background includes President & CFO of ACS Partners, CFO of Endeavor Energy Resources (Jan 2023–Sep 2024, through its acquisition by Diamondback Energy), CFO of Aris Water Solutions, senior finance roles at Concho Resources, prior service on Solaris Midstream Holdings’ board, and earlier tenure at Ernst & Young focused on energy. No current public company directorships outside AR are disclosed .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACS Partners, LLC | President & Chief Financial Officer | Current (as of 2025) | Finance leadership experience relevant to AR’s audit oversight . |
| Endeavor Energy Resources LP | CFO; Board of Managers | Jan 2023–Sep 2024 (acquired by Diamondback Energy) | Upstream finance operator perspective . |
| Aris Water Solutions, Inc. | CFO | Jun 2021–Sep 2022; Interim CFO Mar–Jun 2021 | Midstream/water services finance; transition leadership . |
| Concho Resources Inc. | SVP, CFO & Treasurer; prior CAO & Treasurer; VP CAO & Treasurer | 2013–Jan 2021 (until acquisition by ConocoPhillips) | Public E&P finance; SEC reporting and capital allocation . |
| Ernst & Young LLP | Various roles incl. Americas O&G Sector Resident (National Audit) | 1999–2013 | Audit/accounting expertise; industry technical consultations . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Solaris Midstream Holdings (predecessor to Aris) | Director | Jul 2019–Feb 2021 | Private company board experience; no current public boards disclosed . |
| Other public company boards | — | — | None disclosed for Schroer . |
Board Governance
- Committee assignments: Audit Committee Chair; ESG Committee member (current). Previously served on Compensation and Nominating & Governance Committees (joined April 30, 2021) .
- Audit Committee membership and independence: All members meet NYSE/SEC heightened independence; Schroer is designated an “audit committee financial expert.” Audit Committee held 8 meetings in 2024, and recommended inclusion of 2024 audited financials in the 10-K .
- Board activity and attendance: Board held 6 meetings in 2024; outside directors held 4 executive sessions; no director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Independence and conflicts: At appointment (Apr 30, 2021), Board determined Schroer met NYSE independence, with no related-party transactions requiring Item 404(a) disclosure .
Fixed Compensation
Policy-level director compensation and actual paid amounts:
| Component | 2022 Policy | 2023/2024/2025 Policy | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $80,000 | $100,000 | Paid quarterly in arrears; annual option to receive shares in lieu of cash . |
| Lead Director retainer | $25,000 | $40,000 | — |
| Audit Committee chair | $24,000 | $24,000 | Schroer is Audit Chair . |
| Audit Committee member | $10,000 | $10,000 | — |
| Compensation Committee chair/member | $15,000 / $7,500 | $20,000 / $7,500 | Schroer previously served on Compensation Committee (2021–2022) . |
| Nominating & Governance chair/member | $15,000 / $7,500 | $15,000 / $7,500 | Schroer previously served on N&G Committee (2021–2022) . |
| Conflicts Committee chair/member | $5,000 / $5,000 | $5,000 / $5,000 | — |
| Meeting fees (excess >10 per committee) | $1,500 per meeting (cap $22,500) | $1,500 per meeting (cap $22,500) | — |
Actual director compensation for Schroer (cash vs equity):
| Metric | FY 2022 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $112,375 | $131,500 |
| Stock Awards ($) | $199,921 | $214,946 |
| Total ($) | $312,296 | $346,446 |
Performance Compensation
- Equity grants: Annual equity-based compensation in fully-vested common stock, granted quarterly in arrears. Aggregate grant-date value increased from $200,000 (2022 policy) to $215,000 (effective April 15, 2023), implying ~$53,750 per quarterly installment at the higher level .
- Performance metrics: None disclosed for director equity; awards are fully-vested stock, not options or PSUs for directors .
| Feature | 2022 | 2023–2025 |
|---|---|---|
| Equity vehicle | Fully-vested stock (quarterly) | Fully-vested stock (quarterly) |
| Annual grant value | $200,000 | $215,000 |
| Performance conditions | None (fully vested) | None (fully vested) |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None | — | No current public company boards reported for Schroer . |
| Solaris Midstream Holdings | Director (private) | 2019–2021; not a current public board; no AR-related interlock disclosed . |
Expertise & Qualifications
- CFO/finance leadership across upstream and midstream; deep public company reporting and audit experience; prior E&Y national audit role in Oil & Gas .
- Designated “audit committee financial expert” by Board .
- ESG exposure via committee service; oversight of ESG disclosures within Audit scope .
Equity Ownership
- Stock ownership guidelines: Non-employee directors must own shares valued at least 5× annual cash retainer within five years of appointment; directors can elect to take retainer in stock. Company discloses compliance for directors with ≥5 years tenure, and directors/NEOs were in compliance or had time remaining as of the latest measurement .
- Hedging/pledging prohibited by Insider Trading Policy .
| Date (as of) | Shares Beneficially Owned | % of Class |
|---|---|---|
| Apr 21, 2023 | 15,658 | <1% (*) |
| Apr 22, 2024 | 24,089 | <1% (*) |
| Feb 12, 2025 | 30,715 | <1% (*) |
Insider trades (Form 4):
| Date | Transaction | Shares | Price | Post-Transaction Holding |
|---|---|---|---|---|
| Oct 10, 2025 | Stock Award (Grant), Code “A” | 1,700 | $0.00 | 33,914 |
(*) Proxy tables designate “Less than one percent” for individual directors .
Governance Assessment
-
Strengths:
- Audit Committee Chair with “financial expert” designation and extensive CFO/public-company audit background—supports financial reporting rigor and auditor oversight .
- Documented independence with no related-person transactions at appointment; committee independence standards met .
- Engagement: Board held regular meetings; no attendance shortfalls; active audit oversight including auditor independence and fee pre-approvals .
- Ownership alignment: Rising beneficial ownership; robust 5× retainer stock ownership guideline; anti-hedging/pledging policy .
-
Watch items:
- Structural related-party exposure exists at the company level via agreements with Antero Midstream; oversight is split between Audit (non-AM matters) and Conflicts Committee (AM matters). Schroer is not currently on Conflicts Committee, but Audit/Board frameworks govern RPTs .
- Director equity awards are fully vested stock (no performance conditions); alignment relies on ownership guidelines rather than performance-vesting .
-
RED FLAGS:
- None specific to Schroer identified in filings: no pledging/hedging, no related-person transactions disclosed, independence affirmed, and attendance above thresholds .