Jeffrey S. Muñoz
Director at AR
Board
About Jeffrey S. Muñoz
Jeffrey S. Muñoz, 59, is an independent Class II director of Antero Resources (AR) since 2024. He serves on the Audit Committee and the Nominating & Governance Committee and is designated by the Board as an “audit committee financial expert.” His background includes partner roles in top law firms focused on natural resources and an early career as an auditor in the energy sector; he also serves on the board of Antero Midstream, creating a governance interlock relevant to AR’s related-party profile .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Latham & Watkins LLP | Partner (Natural Resources) | 2012–May 2022 | Energy transactional counsel |
| Vinson & Elkins LLP | Partner; Associate (Natural Resources) | Partner 2001–2012; Associate 1993–2001 | Energy transactional counsel |
| Arthur Andersen LLP | Auditor (Natural Resources) | 1987–1990 | Audit grounding in energy sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Antero Midstream Corporation | Director | Since 2024 | Confirmed via AR proxy biography and Form 3 filing at Antero Midstream |
Board Governance
- Independence: AR reports 8 of 9 directors are independent; Audit and Nominating & Governance (N&G) committees meet NYSE independence standards. Muñoz is independent and deemed an audit committee financial expert .
- Attendance: In 2024, the Board met 6 times; outside directors held 4 executive sessions; no director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Leadership: Benjamin A. Hardesty is Lead Director; majority vote resignation policy in place for directors failing to receive more “for” than “withhold” votes in uncontested elections .
| Governance Metric | 2024 Value | Source |
|---|---|---|
| Board meetings | 6 | |
| Audit Committee meetings | 8 | |
| N&G Committee meetings | 4 | |
| Executive sessions (outside directors) | 4 | |
| Independence (directors) | 8 of 9 | |
| Audit Committee financial expert designation | Muñoz: Yes |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer – non-employee director | $100,000 | Paid quarterly; option to elect shares instead of cash |
| Lead Director retainer | $40,000 | N/A to Muñoz |
| Audit Committee – chair | $24,000 | |
| Audit Committee – member | $10,000 | Applies to Muñoz |
| N&G Committee – chair | $15,000 | |
| N&G Committee – member | $7,500 | Applies to Muñoz |
| Committee meeting fees (>10 meetings per committee/year) | $1,500 per additional meeting; max $22,500 per committee | 2024 policy |
| 2024 cash fees actually paid to Muñoz | $29,375 | Equity awards $0 for 2024 |
Performance Compensation
| Equity Compensation for Directors | Value/Frequency | Type | Vesting |
|---|---|---|---|
| Annual equity grant (non-employee directors) | $215,000 total; ~$53,750 per quarterly installment | Fully-vested stock under AR LTIP | Fully-vested at grant; quarterly in arrears |
Stock ownership guidelines: within five years of election, non-employee directors must own stock equal to at least 5x the annual cash retainer; directors 5+ years on the Board are in compliance; Muñoz (elected 2024) is within the five-year compliance window .
Other Directorships & Interlocks
| Company | Relationship | Overlap/Interlock | Potential Impact |
|---|---|---|---|
| Antero Midstream Corporation (AM) | AR’s related party (gathering, compression, water services) | Muñoz serves on both AR and AM boards | Heightened conflict-of-interest scrutiny; overseen by AR’s Conflicts Committee and Board/Audit policies |
Expertise & Qualifications
- Legal and transactional expertise in natural resources (Latham & Watkins; Vinson & Elkins) and early auditing background (Arthur Andersen); designated “audit committee financial expert” by AR .
- Board skills matrix highlights diverse competencies across directors; AR emphasizes financial literacy and risk oversight within committees .
Equity Ownership
| Period | Shares Beneficially Owned | % of Class | Source |
|---|---|---|---|
| As of 2025 Proxy (record date April 14, 2025) | 2,658 | <1% | |
| 2025-07-10 (Form 4) | 4,157 (after acquiring 1,499 shares at $0.00) | <1% | |
| 2025-10-10 (Form 4) | 5,857 (after acquiring 1,700 shares at $0.00) | <1% |
Hedging/pledging: Company policy prohibits hedging or pledging of Company stock; clawback policy maintained (primarily for executives) .
Insider Trades (2025)
| Date | Transaction | Shares | Price | Holding After | Source |
|---|---|---|---|---|---|
| 2025-07-10 | Equity grant/acquisition | +1,499 | $0.00 | 4,157 | |
| 2025-10-10 | Equity grant/acquisition | +1,700 | $0.00 | 5,857 |
Related-Party Exposure with Antero Midstream (Conflict Risk)
| Agreement/Flow | 2024 Amount | Notes | Source |
|---|---|---|---|
| Gathering & Compression (multiple agreements; CPI adjustments; MVCs on new infrastructure) | $926.1 million fees | Terms extended to 2038; fee schedule LP $0.30/Mcf, HP $0.18/Mcf, compression $0.18/Mcf; condensate $4.00/Bbl; rebates framework in prior years | |
| Water Services Agreement | $248.9 million fees | CPI-based adjustments; cost-plus 3% on third-party services; option for cost-of-service basis | |
| Secondment Agreement (AR costs reimbursed by AM) | $19.9 million reimbursed | Operational services; initial term through Nov 2034 | |
| Other transactions with AM | $1.2 million paid | Ordinary course items (e.g., surface use, pipeline construction) | |
| MarkWest–AM JV gas processing (MW-JV) | $301.2 million JV revenues from AR | JV derived revenues via processing fees tied to AR volumes |
Oversight: Related-person transactions are reviewed by Audit Committee (non-AM matters), Conflicts Committee/Board (AM matters) under AR’s Related Persons Transaction Policy .
Compensation Committee Analysis
| Committee | Members | Independence | Consultant/Practices |
|---|---|---|---|
| Compensation Committee | Robert J. Clark (Chair); Benjamin A. Hardesty; W. Howard Keenan Jr. | Meets NYSE heightened independence; SEC/tax independence | Practices include independent consultant, clawback policy, robust ownership guidelines; no tax gross-ups for executives; no hedging/pledging |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: Approximately 68% support; the Compensation Committee engaged investors and made no material program changes for 2024; annual say-on-pay will continue .
Committee Assignments for Muñoz
| Committee | Role | Meeting Count (2024) | Independence/Expertise |
|---|---|---|---|
| Audit Committee | Member | 8 | Meets heightened independence; Muñoz is an audit committee financial expert |
| Nominating & Governance Committee | Member | 4 | Meets NYSE independence standards |
| Conflicts Committee | Not a member | — | Committee handles AR–AM conflicts |
| ESG Committee | Not a member | — |
Governance Assessment
- Strengths
- Independence and expertise: Independent director; designated audit committee financial expert; relevant legal/audit background in natural resources .
- Attendance and engagement: No director below 75% attendance; Board held executive sessions; all directors attended annual meeting .
- Ownership alignment framework: Director stock ownership guidelines (5x cash retainer) and prohibition on hedging/pledging; clawback policy maintained .
- Risks/RED FLAGS
- Board interlock with Antero Midstream: Muñoz’s dual directorship (AR and AM) amid substantial related-party flows could raise perceived conflict risk, though AR’s Conflicts Committee and RPT Policy provide structured oversight .
- Moderate say-on-pay support: 68% approval in 2024 suggests investor scrutiny of compensation design and outcomes; continued engagement warranted .
- Signals
- Director equity accumulation: 2025 Form 4 filings show incremental share grants, increasing direct holdings from 2,658 (proxy) to 5,857 by October 2025, supporting rising skin-in-the-game over time .
Overall: Muñoz brings relevant legal/audit depth and meets independence/expert criteria. The AR–AM interlock is the principal governance sensitivity; AR’s Conflicts Committee structure and robust RPT disclosure mitigate—but do not eliminate—perception risk. Continuous monitoring of related-party terms and committee composition remains prudent .