Antero Midstream (AM) Proxy Filing summary

Executive summary

• Net income rose 8% to $401 million in 2024, with capital expenditures down 13% to $161 million and nearly $100 million in debt reduction.

• Achieved asset uptime over 99% and repurchased $29 million in shares after meeting leverage targets.

• Integrated a third bolt-on asset acquisition in two years and maintained a Net Debt/EBITDAX below 3.0x.

• Annual incentive plan metrics included free cash flow after dividends, leverage, ROIC, and ESG performance, resulting in a 154.6% payout.

• No employment, severance, or change-in-control agreements exist for named executive officers.

Voting matters and shareholder proposals

• Election of three Class III directors to serve until the 2028 annual meeting.

• Ratification of KPMG LLP as independent auditor for 2025.

• Advisory vote on executive compensation (say-on-pay).

• Stockholders of record as of April 14, 2025, are eligible to vote.

Board of directors and corporate governance

• Board consists of ten directors, eight of whom are independent; average tenure is 4.9 years.

• Board committees include Audit, Compensation, Nominating & Governance, Conflicts, and ESG Committees.

• Lead Director role established for independent oversight; currently held by David H. Keyte.

• Board and committees conduct annual self-evaluations and encourage director attendance at meetings.

• Majority vote director resignation policy in place for uncontested elections.