🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. It's a formal document sent to shareholders before an annual meeting. Its job is to explain what will be voted on and provide key details about the company's leadership, pay, and governance so shareholders can make informed decisions.

👉 Why it matters: Think of it as the company's "annual report card and game plan." You get to see how bosses are paid, who's running for the board, and what the big issues are.

🏢 What The Company Does

Antero Midstream Corporation (AM) owns and operates midstream energy assets. In simple terms, they are the "toll roads and processing plants" for natural gas and oil.

They build and manage pipelines, compression stations, and water handling systems. Their main customer is Antero Resources, a separate drilling company. They make money by charging fees to move and process the resources Antero Resources produces.

📅 The 2026 Annual Meeting

The meeting will be held online only on Wednesday, June 3, 2026, at 8:00 A.M. Mountain Time.

Agenda - What Shareholders Are Voting On:

1. Elect 3 Directors: Peter A. Dea, W. Howard Keenan, Jr., and Janine J. McArdle are nominated to serve until 2029.
2. Ratify the Auditor: Approve KPMG LLP as the independent accounting firm for 2026.
3. Approve Executive Pay: An advisory (non-binding) vote on the compensation of the top executives.
4. Set Future Pay Vote Frequency: Decide if the "pay vote" (Item 3) should happen every 1, 2, or 3 years. The board recommends every year.
5. Other Business: Any other matters that properly come up.

👉 Key Date: To vote, you must have owned shares by the "record date" of April 13, 2026.

👥 The Board & Director Nominees

The board oversees the company and hires the CEO. Currently, 8 out of 10 directors are independent (not company employees).

2026 Nominees (Class I):

• Peter A. Dea (Age 72): Co-founder of an oil & gas company. On the board since 2019.
• W. Howard Keenan, Jr. (Age 75): Member of an energy investment firm. On the board since 2019.
• Janine J. McArdle (Age 65): CEO of a strategy consulting firm. On the board since 2020.

The board recommends voting FOR all three nominees.

💼 Executive Compensation (The Pay Packages)

This is a major focus of the document. The top executives (Named Executive Officers or NEOs) for 2025 were:

• Michael N. Kennedy: CEO & President (became CEO in Aug 2025).
• Yvette K. Schultz: General Counsel & Secretary.
• Brendan E. Krueger: Former CFO (became CFO of Antero Resources).
• Justin J. Agnew: Current CFO (promoted in Aug 2025).
• Paul M. Rady: Former CEO & Chairman (retired from those roles in Aug 2025).

How Pay Works: The program aims to be competitive and align pay with company performance. It has three main parts:

1. Base Salary: Fixed cash pay.
2. Annual Cash Bonus: Based on hitting yearly goals.
3. Long-Term Equity Awards: Stock or units that vest over time, tying executive wealth to the stock price.

👉 The Pay-for-Performance Link: 15% of the annual bonus is tied to Environmental, Social, and Governance (ESG) metrics, like safety and emissions reduction. A large portion of total pay is in stock to ensure executives think like owners.

2025 Pay Highlights (See Summary Table):

• Michael Kennedy (CEO): Total compensation of $7,305,188.
• Yvette Schultz: Total compensation of $2,341,824.

The board recommends shareholders vote FOR approving the 2025 executive pay (the "Say-on-Pay" vote).

⚖️ Governance & Key Policies

The company highlights its governance practices as a strength:

• Independent Board: An independent David H. Keyte serves as Chairman of the Board, separate from the CEO.
• Committees: The board has specialized committees (Audit, Compensation, Nominating & Governance, etc.) chaired by independent directors.
• Stock Ownership: Directors and executives are required to own significant company stock, aligning them with shareholders.
• ESG Oversight: A dedicated Environmental and Safety Committee of the board guides policy. They report a 0.031% methane leak rate and aim for Net Zero emissions by 2050.
• No Hedging/Pledging: Company policy prohibits executives from betting against the stock (hedging) or using it as loan collateral (pledging).

🔮 What's Next & Why This Filing Matters

This meeting is a key moment for the company following a major leadership transition in August 2025. Founder Paul Rady stepped down as CEO and Chairman, and Michael Kennedy took over as CEO. The board also split the Chairman role, making it independent.

👉 What this signals: This proxy shows a company in a "next chapter" phase—transitioning leadership while emphasizing stability through experienced board nominees and a consistent compensation strategy focused on long-term performance and ESG goals.

🧠 The Analogy

Think of the annual shareholder meeting like a Homeowners Association (HOA) annual meeting. The proxy statement is the packet you get beforehand. It tells you:

• Who's running for the HOA board (Director Nominees).
• How much the HOA manager gets paid (Executive Compensation).
• What the big projects and rules are (Company Strategy & Governance).
• What you get to vote on (The Meeting Agenda). Just like with an HOA, your shares are your votes, and this document helps you decide how to use them.

🧩 Final Takeaway

This proxy details Antero Midstream's annual shareholder meeting, focusing on electing directors and approving pay after a major CEO transition. The core message is continuity and alignment—maintaining a strategy where executive pay is tied to stock performance and ESG goals, overseen by a largely independent board.