W. Howard Keenan, Jr.
Director at AR
Board
About W. Howard Keenan, Jr.
Independent Class II director (age 74) at Antero Resources (AR) since 2004; Member of Yorktown Partners LLC since 1997 after 22 years in corporate finance at Dillon, Read & Co. Inc. focused on private equity and energy, including founding Yorktown’s first fund in 1991 . He serves on AR’s Compensation Committee and Nominating & Governance Committee and is one of eight independent directors per NYSE standards . Core credentials: >40 years investing and governance experience in the energy sector with multiple board roles across Yorktown portfolio companies and public issuers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yorktown Partners LLC | Member | 1997–present | Energy-focused private investment manager; founding of first Yorktown fund in 1991 |
| Dillon, Read & Co. Inc. | Corporate Finance (PE/Energy) | 1975–1997 | Active in PE/energy; foundational work leading to Yorktown fund formation |
| Multiple Yorktown portfolio companies | Director | Various | Board oversight across energy portfolio companies |
External Roles
| Company | Role | Status |
|---|---|---|
| Aris Water Solutions, Inc. | Director | Current |
| Solaris Energy Infrastructure, Inc. | Director | Current |
| Antero Midstream Corporation | Director | Current |
| Brigham Minerals, Inc. | Director | Until Q1 2022 |
| Ramaco Resources, Inc. | Director | Until 2019 |
| Antero Midstream Partners LP | Director | Until 2019 |
| Concho Resources | Director | Until 2013 |
| Geomet Inc. | Director | Until 2012 |
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Governance Committee member (not chair) .
- Meeting cadence and attendance: Board met 6 times; Compensation Committee 5; Nominating & Governance Committee 4; no director attended fewer than 75%; all directors attended the 2024 Annual Meeting .
- Independence and leadership: 8 of 9 directors are independent; Lead Independent Director is Benjamin A. Hardesty; each Board committee is chaired by an independent director and comprised entirely of independent directors .
- Conflicts oversight: The Conflicts Committee (Clark—chair; Mutschler; Tyree) investigates potential conflicts, including those between AR and Antero Midstream; Keenan is not a member of this committee, which helps mitigate his Midstream interlock risk .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| Committee member fees | $15,000 | Compensation ($7,500) + Nominating & Governance ($7,500) |
| 2024 cash received (total) | $115,000 | Fees earned or paid in cash |
| 2024 equity stock awards | $214,946 | Fully-vested shares under AR LTIP |
| 2024 total director compensation | $329,946 | Cash + equity |
- Stock ownership guidelines: Minimum 5x annual cash retainer within five years; all directors with ≥5 years are in compliance .
- Meeting fees: $1,500 per committee meeting above 10 per calendar year (cap $22,500 per committee) .
Performance Compensation
Directors receive fully-vested stock grants (no performance conditions) delivered quarterly in arrears under the AR LTIP; annual grant target value $215,000; Keenan’s 2024 realized stock award was $214,946 .
| Equity Award Feature | Detail |
|---|---|
| Annual equity grant value (target) | $215,000 |
| 2024 stock awards (actual) | $214,946 |
| Vesting | Fully-vested on grant; quarterly installments |
| Vehicle | Common stock under Amended & Restated 2020 LTIP |
Other Directorships & Interlocks
- Interlocks: Serves on Antero Midstream’s board while AR maintains extensive commercial agreements with Antero Midstream (gathering, compression, processing, water). Conflicts oversight handled by AR’s Conflicts Committee; Keenan is not on that committee .
- Midstream related-party exposure (scale signals): AR incurred $926.1 million in gathering/compression fees (2019 agreement and subsequent assets) in 2024; Joint Venture processing revenues attributable to AR volumes were $301.2 million; water services fees were $248.9 million .
Expertise & Qualifications
- Energy investing and governance: >40 years with broad oil & gas knowledge; Member of Yorktown Partners; extensive board service at energy companies .
- Board skills matrix indicates strong executive leadership, financial literacy, risk management, and industry expertise across the board, aligning with AR’s governance needs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| W. Howard Keenan, Jr. | 1,464,992 | <1% | Includes interests linked to Yorktown VIII funds; he disclaims beneficial ownership of fund-held shares except to the extent of pecuniary interest and does not have sole/shared voting or investment power over those fund shares |
- Hedging/pledging: Company policy prohibits hedging and pledging for directors, officers, and employees .
- Ownership guideline compliance: Directors with ≥5 years on the Board are in compliance with the 5x cash retainer guideline .
Governance Assessment
-
Positives
- Independence: Keenan is an independent director with long-tenured sector expertise; AR’s committees are fully independent; robust Lead Director structure .
- Separation from conflict review: Despite Midstream interlock, he is not on AR’s Conflicts Committee, which centralizes conflict evaluation with independent members .
- Engagement: Board met 6 times; no attendance shortfalls; directors attended the Annual Meeting .
- Alignment: Director equity is meaningful and fully-vested stock; stringent stock ownership guidelines; hedging/pledging prohibited .
-
RED FLAGS / Watch Items
- Related-party exposure: Significant ongoing transactions with Antero Midstream (gathering/compression, processing JV, water services) elevate conflict risk; continued monitoring of Conflicts Committee independence and processes is warranted .
- Sponsor-linked holdings: Yorktown fund ownership interests and Keenan’s pecuniary interest introduce potential perceived conflicts, though he disclaims beneficial ownership and lacks voting/investment control; transparency remains key .
- Shareholder sentiment: 2024 say-on-pay support at ~68% indicates moderate investor pushback on executive pay program; Compensation Committee (of which Keenan is a member) should remain attentive to investor feedback and alignment .
-
Additional safeguards
- Clawback policy compliant with SEC/NYSE rules adopted Nov 30, 2023; no clawback triggered by 2024 immaterial error revision .
- Robust committee charters, annual self-evaluations, and majority vote resignation policy bolster board effectiveness .