Michael N. Kennedy
About Michael N. Kennedy
Michael N. Kennedy (age 50) is Chief Executive Officer and President of Antero Resources (AR) and Antero Midstream (AM) and serves on each company’s Board of Directors effective August 14, 2025; he previously served as AR’s Chief Financial Officer since April 30, 2021 and SVP—Finance since 2016, with prior roles at Forest Oil and Arthur Andersen and a B.S. in Accounting from the University of Colorado at Boulder . In 2024, AR achieved 1% net production growth while cutting D&C capital by 32% and reduced total debt by $48 million; the NEO annual incentive plan paid 186.9% of target based on operational, leverage, cost, and ESG performance, and 50% of long-term equity was performance-based (absolute TSR and Net Debt/EBITDAX) . The company adopted a clawback policy effective November 30, 2023 and maintains prohibitions on hedging/pledging, underpinning alignment and risk control .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Antero Resources | Chief Executive Officer and President; Director | 2025–present | Promoted from CFO to CEO/President; appointment to AR Board announced Aug. 14, 2025, positioning AR to capitalize on LNG/data center gas demand; succession from founder CEO . |
| Antero Resources | Chief Financial Officer; SVP—Finance | CFO 2021–2025; SVP—Finance 2016–present | Led finance and leverage reduction agenda; AR 2024 incentives tied to Net Debt/EBITDAX and total net debt, with strong payout; extensive capital allocation oversight . |
| Antero Midstream (and predecessors) | CFO (2016–2021); SVP—Finance (2019–present) | 2016–present | Dual-platform finance leadership (AR/AM); compensation costs allocated across entities per reimbursement percentage methodology . |
| Forest Oil Corporation | EVP & CFO (2009–2013); prior finance roles (2001–2009) | 2001–2013 | Public E&P finance leadership across cycles . |
| Arthur Andersen (Natural Resources) | Auditor | 1996–2001 | Foundation in energy accounting/audit . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Antero Resources (NYSE: AR) | Director | 2025–present | Joined AR Board with CEO/President appointment on Aug. 14, 2025 . |
| Antero Midstream (NYSE: AM) | Director | 2021–present | Member of AM Board since 2021; concurrently appointed CEO/President in 2025 . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 478,500 | 540,870 | 554,925 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Actual Annual Incentive ($) | 497,162 | 649,044 | 1,037,390 |
| Stock Awards ($, grant-date fair value) | 7,476,082 | 4,631,209 | 4,469,982 |
| All Other Compensation ($) | 20,207 | 26,656 | 27,555 |
| Total ($) | 8,959,206 | 6,114,446 | 6,089,852 |
Performance Compensation
| Annual Incentive Plan (2024) | Performance score (% of target) | Weighted score |
|---|---|---|
| D&C Capital (meeting budget) | 200% | 50.0% |
| Production Volumes (MMcfe/d) | 200% | 50.0% |
| Net Debt/EBITDAX | 161.1% | 20.1% |
| Total Net Debt | 200% | 25.0% |
| Cash Costs | 118.1% | 11.8% |
| ESG (qualitative) | 200% | 30.0% |
| Total Payout | — | 186.9% |
| Long-Term Incentives (granted 3/7/2024) | Grant size (units) | Grant-date fair value ($) | Vesting/Performance |
|---|---|---|---|
| RSUs | 80,014 | 2,118,771 | 1/3 each on Mar 7, 2025/2026/2027 (service) . |
| PSUs – Absolute TSR | Target 40,007; Max 80,014 | 1,291,826 | Four periods; 10% TSR=100%, 20% TSR=200% (linear; service through final period) . |
| PSUs – Net Debt/EBITDAX | Target 40,007; Max 80,014 | 1,059,385 | Three periods; 2.0x=100%, 1.5x=200% (linear) . |
PSU performance history: 2021 absolute TSR PSUs certified at 150%; 2022 Net Debt/EBITDAX PSUs certified at 193.51% (performance periods ended in 2024) .
Equity Ownership & Alignment
| Ownership detail | As of | Amount |
|---|---|---|
| Beneficial ownership (common shares) | Record date Apr 14, 2025 | 875,663 shares; <1% of class . |
| Unvested RSUs (value) | 12/31/2024 | 311,327 units; $10,912,025 (at $35.05) . |
| Unearned PSUs (value) | 12/31/2024 | 195,991 units; $6,869,485 (at $35.05) . |
| Stock options outstanding | 12/31/2024 | 25,000 options @ $50.00; expire 4/15/2025 . |
| Executive ownership guideline | Ongoing | 5x base salary for CFO; all NEOs in compliance as of 6/30/2024 or within window . |
| Hedging/pledging | Policy | Prohibited for directors/officers/employees . |
Scheduled Vesting and Key Dates (Michael N. Kennedy)
| Award | Units unvested | Vesting/measurement dates |
|---|---|---|
| 2021 RSUs | 13,131 | Apr 15, 2025 (final tranche) . |
| 2022 RSUs (Apr and Oct grants) | 31,645 (15,354 + 16,291) | Apr 15, 2025; Oct 15, 2025 . |
| 2023 RSUs | 55,213 | Mar 7, 2025; Mar 7, 2026 . |
| 2024 RSUs | 80,014 | Mar 7, 2025; Mar 7, 2026; Mar 7, 2027 . |
| 2022 PSUs (Absolute TSR; Apr) | 11,516 (one-year) + 5,757 (3-year target) | Ends Apr 15, 2025 . |
| 2022 PSUs (Absolute TSR; Oct) | 12,218 (one-year) + 6,109 (3-year target) | Ends Dec 31, 2025 . |
| 2023 PSUs (Net Debt/EBITDAX) | 13,803 (one-year target) | Ends Dec 31, 2025 . |
| 2024 PSUs (Net Debt/EBITDAX) | 13,336 (2025) + 13,336 (2026) | Ends Dec 31, 2025/2026 . |
| 2024 PSUs (Absolute TSR) | 20,002 (one-year) + 10,002 + 10,002 + 20,004 (3-year) | Ends Mar 7, 2025/2026/2027 . |
Employment Terms
- Employment status: At-will; no employment, severance, or change-in-control agreement for NEOs (including Kennedy) .
- Equity acceleration on termination/CIC:
- RSUs/options: Fully vest on death, disability, or change in control; forfeited in other terminations (options fully exercisable upon such accelerations) .
- PSUs: Detailed treatment by grant cohort; on death/disability/CIC, completed periods settle at actual; in-flight periods truncated and settle at actual; future periods settle at target; certain cohorts permit prorated vesting on qualifying termination after stated dates; non-qualifying terminations generally forfeit in-flight/future tranches .
- Quantified value if event on 12/31/2024 (based on $35.05/share):
- Death/Disability/Change in Control: RSUs $6,309,105; PSUs $7,842,753; Total $14,151,858 .
- Termination other than for cause: PSUs $3,183,681; Total $3,183,681 .
- Clawback: Incentive Compensation Recovery Policy adopted Nov 30, 2023; restatement-based recoupment over prior 3 completed fiscal years (no clawback triggered by an immaterial prior-period error correction) .
Board Governance (including board service/committee context and dual-role implications)
- Board service: Kennedy joined the AR Board when appointed CEO/President on Aug. 14, 2025; he is also on AM’s Board (since 2021) . As a management director, he is non-independent under NYSE rules; AR reported 8 of 9 directors independent as of the 2025 proxy .
- Committee roles: As an executive director, Kennedy is not listed as serving on AR’s independent board committees (Audit, Compensation, Nominating & Governance, ESG, Conflicts) in 2024; all were fully independent with designated chairs . Employee directors do not receive director pay; compensation appears in NEO tables .
- Board leadership/independence safeguards: In the 2025 proxy period, AR combined CEO/Chair roles (held by Paul Rady) with a Lead Independent Director, committee independence, and regular executive sessions; the board reviews leadership structure annually . AM disclosed separating Chair/CEO roles concurrent with Kennedy’s 2025 CEO appointment; while AR’s post-transition chair structure was not specified in that filing, the Lead Independent Director role and committee independence at AR mitigate dual-role concentration risks .
Director Compensation (if/when serving as director)
- Employee directors do not receive additional compensation for board service; director fees/equity apply only to non-employee directors and are disclosed separately .
Compensation Structure Analysis
- Mix and risk: High proportion of at-risk pay with 50% of LTI performance-based (absolute TSR and Net Debt/EBITDAX); 2024 AIP tied to disciplined capex, production, leverage, costs, and ESG; no guaranteed bonuses; no tax gross-ups; no employment/severance/CIC agreements .
- Metric rigor/changes: 2024 AIP structure mirrored 2023 with significant leverage focus; 2024 payout 186.9% reflected overachievement on D&C, production, total debt, and ESG; cash cost control achieved above target .
- Option usage/repricing: No option grants in 2024; no repricing without shareholder approval .
- Say-on-Pay signal: 2024 say-on-pay approval ~68%, indicating only moderate support; company conducted outreach with holders representing 46% of outstanding stock, with CFO and Compensation Chair participating .
Compensation Peer Group (for benchmarking)
| Company | Ticker |
|---|---|
| APA Corp. | APA |
| Coterra Energy Inc. | CTRA |
| Devon Energy Corporation | DVN |
| Diamondback Energy Inc. | FANG |
| EQT Corporation | EQT |
| Marathon Oil Corporation | MRO |
| Ovintiv Inc. | OVV |
| Range Resources Corporation | RRC |
| Southwestern Energy Company | SWN |
Equity Ownership Guidelines and Compliance
- Executives must hold shares equal to 5x salary for CEO/President/CFO; measured each June 30; all NEOs/directors in compliance or within time window as of June 30, 2024 .
- Hedging and pledging of company stock are prohibited; insider trading policy in place .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay: 68% approval; no material changes to program given general investor support; direct outreach with major holders, including CFO’s participation .
Risk Indicators & Red Flags
- Clawback policy active; no tax gross-ups; no severance/CIC agreements; hedging/pledging prohibited; no options repricing; independent compensation consultant (NFPCC early 2024; CBIZ thereafter) .
- Section 16(a) compliance tracking disclosed; board meetings and committee activity robust (Board met 6 times in 2024; outside directors held 4 executive sessions) .
Investment Implications
- Alignment and retention: High at-risk pay and strict ownership guidelines promote alignment; lack of employment/severance/CIC agreements reduces contingent cash costs but increases reliance on equity for retention; multiple vesting dates in 2025–2027 could create episodic sell-to-cover flow, though hedging/pledging is prohibited .
- Execution focus: Incentives emphasize leverage reduction (Net Debt/EBITDAX and total net debt) and disciplined capex/production, consistent with debt reduction in 2024 and strong AIP payout; PSU constructs directly reward deleveraging and absolute TSR .
- Governance transition: CEO/President and board appointment in Aug 2025 centralize leadership under Kennedy; independent board structures (lead director, independent committees) mitigate dual-role risks; AM explicitly separated Chair/CEO roles; post-transition AR chair structure not specified in filing cited, suggesting continued focus on independent oversight is material for investors to monitor .
- Shareholder sentiment: 68% Say-on-Pay support is below typical large-cap medians, highlighting sensitivity to pay-for-performance; continued investor outreach and demonstration of deleveraging/returns discipline will be key to closing the support gap .