Jacqueline C. Mutschler
Director at AR
Board
About Jacqueline C. Mutschler
Jacqueline C. Mutschler, age 63, has served as an independent director of Antero Resources (AR) since 2020. She is an Executive Consultant to the energy and technology sectors (since 2014), previously Senior Vice President of Upstream Technology at BP plc (2006–2014), and held multiple technical and leadership roles at BP from 1986–2006; she also served on Weir Group plc’s Technology Advisory Board (2015–2017). She is currently an independent director of Weatherford International plc, bringing over 30 years of upstream oil and gas experience to AR’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP plc | Senior Vice President, Upstream Technology | 2006–2014 | Led upstream technology; prior VP domestic/international roles (incl. U.S. unconventional gas), and production management, planning, geophysics (1986–2001) . |
| Weir Group plc | Technology Advisory Board Member | 2015–2017 | Advisory role on technology . |
| Energy/Technology sector | Executive Consultant | 2014–present | Strategic/technical advisory across energy and technology . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Weatherford International plc | Independent Director | Not disclosed | Current public company directorship . |
Board Governance
- Committee memberships (2024 activity and independence):
- Audit Committee member; 8 meetings in 2024; all members meet NYSE and SEC heightened independence; designated financial experts are Schroer, Tyree, Muñoz (Mutschler not identified as the “financial expert”) .
- Nominating & Governance Committee member; 4 meetings in 2024; all members meet NYSE independence standards .
- Conflicts Committee member; 2024 meetings “—” (none); assists with conflict reviews including matters with Antero Midstream .
- Environmental, Social & Governance (ESG) Committee member; 4 meetings in 2024; chaired by Sutil; oversees environmental, safety, and ESG-related risk management .
- Board effectiveness and engagement:
- Board held 6 meetings; outside directors held 4 executive sessions; all directors attended ≥75% of applicable meetings; all attended the 2024 Annual Meeting .
- Eight of nine directors are independent; each committee is chaired by an independent director and comprised entirely of independent directors .
Committee Snapshot (2024)
| Committee | Role | 2024 Meetings | Independence/Notes |
|---|---|---|---|
| Audit | Member | 8 | NYSE/SEC heightened independence; committee reports on audited financials and auditor independence . |
| Nominating & Governance | Member | 4 | NYSE independence; oversees board composition, succession . |
| Conflicts | Member | — | Reviews conflicts incl. AR vs. Antero Midstream . |
| ESG | Member | 4 | Oversees environmental, H&S, climate, social risks . |
Fixed Compensation
- Standard non-employee director cash retainer: $100,000 annually; additional retainers for roles and committees (members/chairs) paid quarterly in arrears; directors may elect to receive cash retainers in common stock .
- Committee retainers (annual):
- Audit: Chair $24,000; Member $10,000 .
- Compensation: Chair $20,000; Member $7,500 .
- Nominating & Governance and ESG: Chair $15,000; Member $7,500 .
- Conflicts: Chair $5,000; Member $5,000 .
- Meeting fees: $1,500 per committee meeting attended in excess of ten meetings for such committee per year (capped at $22,500 per committee) .
| Director (2024) | Cash Fees ($) | Notes |
|---|---|---|
| Jacqueline C. Mutschler | 130,000 | Includes annual cash retainer and committee/meeting fees earned in 2024 . |
Performance Compensation
- Equity awards for non-employee directors: annual fully-vested stock with total grant date value of $215,000, granted quarterly in arrears (~$53,750 per installment) under the AR LTIP .
- Options: Company did not grant stock options or SARs during 2024 .
| Component | Structure | 2024 Amount for Mutschler ($) |
|---|---|---|
| Annual director equity | Fully-vested stock; quarterly installments | 214,946 (aggregate grant date fair value per FASB ASC 718) . |
| Quarterly installment value | Per grant, in arrears | ~53,750 per installment . |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Weatherford International plc | Independent Director | No AR-related related-party transactions disclosed concerning Mutschler; Conflicts Committee (of which she is a member) oversees potential conflicts including those involving Antero Midstream . |
Expertise & Qualifications
- Over 30 years in oil and natural gas, including 28 years at BP; senior leadership in upstream technology; experience in U.S. unconventional gas; technology advisory experience at Weir Group; current public company board (Weatherford) .
- Board skill matrix highlights diverse board skills; AR discloses industry, risk management, operations, environmental/climate oversight among board competencies .
Equity Ownership
- Beneficial ownership: 62,045 shares; <1% of class .
- Director stock ownership guidelines: within 5 years of appointment/election, non-employee directors must hold at least 5x annual cash retainer in market value; all directors subject to this requirement and on the board ≥5 years are in compliance; as of June 30, 2024, all directors were either compliant or had time remaining .
- Hedging and pledging: Insider Trading Policy prohibits hedging or other derivative transactions, purchasing on margin, and pledging company securities; applied to directors, officers, employees .
| Ownership Metric | Value |
|---|---|
| Shares beneficially owned | 62,045 |
| Ownership % of outstanding | <1% |
| Director guideline | ≥5x annual cash retainer within 5 years |
| Hedging/Pledging status | Prohibited by policy |
Governance Assessment
- Strengths: Independent status; broad technical and upstream leadership background; active membership across Audit, Nominating & Governance, Conflicts, and ESG committees; full board and committee attendance thresholds met; strong anti-hedging/anti-pledging and clawback frameworks; robust director ownership guidelines .
- Compensation alignment: Mix of cash and fully-vested stock; annual equity grants align director interests with shareholders; no stock options granted in 2024; ability to elect cash retainers in stock further strengthens alignment .
- Conflicts oversight: Service on Conflicts Committee is a positive governance signal; AR’s RPT policy routes Midstream-related conflicts to Board/Conflicts Committee; no Mutschler-specific related-party transactions disclosed .
- Attendance/engagement: Board held 6 meetings; 4 executive sessions; all directors met attendance thresholds and attended the 2024 Annual Meeting—supportive of board effectiveness .
RED FLAGS
- None disclosed specific to Mutschler: no Section 16 filing delinquencies; no pledging/hedging; no related-party transactions involving her noted in proxy .