Robert J. Clark
Director at AR
Board
About Robert J. Clark
Robert J. Clark, age 80, has served on Antero Resources’ Board since 2013 as an independent director. He founded and chaired 3 Bear Energy, LLC, and previously built and sold Bear Tracker Energy, Bear Cub Energy, and Bear Paw Energy, bringing 45+ years of midstream and energy operating experience to the Board . He currently serves as an energy consultant and holds nonprofit board roles with Boys & Girls Club of Metro Denver (Executive Committee) and Judi’s House .
Past Roles
| Organization | Role | Tenure / Transaction | Committees/Impact |
|---|---|---|---|
| 3 Bear Energy, LLC | Founder & Chairman | Sold to Delek Logistics Partners, LP (April 2022) | Built and exited midstream operations (Delaware Basin) |
| Bear Tracker Energy | Founder/Operator | Sold in 2013 to Summit Midstream Partners, LP | Developed gathering/compression assets |
| Bear Cub Energy | Founder/Operator | Partial sale in 2007 to Regency Energy Partners, L.P.; remaining sold in 2008 to GeoPetro Resources Co. | Built and exited assets in phases |
| Bear Paw Energy | Founder/Operator | Sold in 2001 to ONEOK Partners, L.P. (formerly Northern Border Partners, L.P.) | Early midstream build-out and exit |
External Roles
| Organization | Type | Role | Tenure/Notes |
|---|---|---|---|
| Boys & Girls Club of Metro Denver | Nonprofit | Executive Committee & Board Member | Community leadership |
| Judi’s House | Nonprofit | Board Member | Grief counseling support |
| Public Company Boards | Public | None | No current other public directorships |
Board Governance
- Committee assignments: Compensation Committee (Chair), Conflicts Committee (Chair), Nominating & Governance Committee (Member) .
- Independence and composition: 8 of 9 directors are independent; all Board committees are chaired by independent directors and fully independent . Compensation and Nominating & Governance committees meet NYSE/SEC independence standards .
- Attendance and engagement: Board met 6 times in 2024; no director attended fewer than 75% of Board/committee meetings; outside directors held 4 executive sessions; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: Benjamin A. Hardesty has served as Lead Director since 2019, presiding over executive sessions and leading board-level assessments .
- Committee activity (2024 meetings): Compensation (5), Nominating & Governance (4), Conflicts (—), Audit (8), ESG (4) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $134,250 | $132,500 |
| Stock Awards ($) | $207,470 | $214,946 |
| Total ($) | $341,720 | $347,446 |
- Cash retainer structure (last modified April 2023): Non-employee director $100,000; Compensation Chair $20,000; Conflicts Chair $5,000; Nominating & Governance Member $7,500; meeting fees applicable above certain thresholds . Clark’s 2024 cash total ($132,500) aligns with this role-based formula ($100,000 + $20,000 + $5,000 + $7,500) .
Performance Compensation
| Component | Annual Grant Value | Vesting / Form | Performance Metrics |
|---|---|---|---|
| Director Equity | $215,000 per year (approx. $53,750 quarterly) | Fully-vested stock granted quarterly under AR LTIP | None (no director-specific performance metrics disclosed) |
The director equity program is time-based and fully vested at grant; performance metrics are not tied to non-employee director compensation .
Other Directorships & Interlocks
- Other public boards: None .
- Potential interlocks and related-party oversight: Antero has extensive commercial agreements with Antero Midstream (e.g., gathering & compression fees $926.1M in 2024; water services fees $248.9M in 2024; MW-JV processing revenues $301.2M) that require robust oversight; the Conflicts Committee (chaired by Clark) assists the Board in investigating, reviewing and evaluating potential conflicts, including those between Antero and Antero Midstream .
Expertise & Qualifications
- 45+ years of energy industry experience; founder/operator across multiple midstream ventures; extensive transaction execution (multiple successful exits) .
- Board skill coverage includes industry, operations, financial/risk management across the Board; Board skill matrix reflects broad coverage (context for overall Board composition) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Robert J. Clark | 76,589 | <1% |
- Director stock ownership guideline: 5× annual cash retainer required within 5 years; all directors with ≥5 years tenure are in compliance .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock by directors/officers .
- Section 16 compliance: No delinquent Section 16 filings reported for 2024 .
Governance Assessment
-
Strengths
- Dual committee leadership (Compensation Chair; Conflicts Chair) positions Clark at the center of pay governance and related-party oversight, supporting investor confidence in sensitive areas .
- Independent director; Board and committees structured for independence; all committees are fully independent and chaired by independent directors .
- Attendance and engagement strong: no director below 75%; 4 executive sessions; full Annual Meeting attendance .
- Compensation governance: use of independent consultants (NFPCC through April 2024; CBIZ thereafter) with independence determinations; robust clawback policy adopted Nov 30, 2023 .
- Director compensation mix emphasizes equity (approx. 62% in 2024), aligning interests with shareholders .
-
Potential Risks / RED FLAGS
- Significant related-party exposure: substantial transactions with Antero Midstream (e.g., $926.1M gathering & compression fees; $248.9M water services fees; $301.2M MW-JV revenues) require continuous Conflicts Committee rigor; while the RPT policy and Conflicts Committee oversight are in place, the magnitude warrants ongoing scrutiny .
- Say-on-pay sentiment: 2024 say-on-pay received ~68% approval, down from historical support, indicating investor concerns with executive pay (context for Compensation Committee chair oversight) .
- Board refreshment considerations: Board age range spans 49–80 years with average tenure 9.8 years, suggesting attention to succession/refreshment planning over time .
Overall, Clark’s deep midstream operating background and leadership of the Compensation and Conflicts Committees bolster board effectiveness in pay governance and conflict management, while the sizable Midstream relationship and lower 2024 say-on-pay support indicate areas for continued investor engagement and transparent oversight .