🧾 What This Document Is — Your Invitation to Vote

This is Antero Resources' official DEF 14A Proxy Statement. Think of it as a detailed agenda and information packet for the company's upcoming 2026 Annual Meeting of Shareholders. Its purpose is to give you, the owner, all the information you need to vote on important company matters. The meeting itself will be held online on June 3, 2026, at 8:30 AM Mountain Time.

👉 Why it matters: As a shareholder, this document tells you what the company plans to do, who is running things, and how much they get paid. Your vote on the proposals inside helps steer the company's future.

🏢 What The Company Does — The Simple Version

Antero Resources is an American natural gas and oil company. In simple terms, they find, extract, and sell natural gas and natural gas liquids (NGLs) from reserves underground, primarily in the Appalachian Basin.

👉 Why it matters: Understanding their business helps you see why the items in this proxy—like environmental goals and executive pay focused on production and debt—are so critical to their strategy and your investment.

📋 The Meeting Agenda & How to Vote

The meeting has four main items for you to decide:

1. Elect two Directors: Vote on Brenda R. Schroer and Thomas B. Tyree, Jr. to join the board.
2. Ratify the Auditor: Confirm the selection of KPMG LLP as the company's independent accounting firm for 2026.
3. Approve Executive Pay (Advisory Vote): Cast a non-binding "say-on-pay" vote on the compensation of top executives.
4. Handle Other Business: Address any other valid issues that come up.

You can vote online, by phone, by mail, or during the virtual meeting. The record date to determine who can vote was April 13, 2026.

👥 Board & Governance: Who's in Charge?

The board oversees the company. Here are some key highlights about its structure and members:

• Independence: 7 out of 8 directors are independent. The Chairman of the Board, Benjamin A. Hardesty, is independent.
• New Leadership: Michael N. Kennedy became CEO and President in August 2025, succeeding co-founder Paul M. Rady, who transitioned to Chairman Emeritus.
• Committees: The board has specialized committees, including Audit, Compensation, Nominating & Governance, a Conflicts Committee (to handle issues with Antero Midstream), and a dedicated Environmental and Safety Committee.

👉 Why it matters: An independent board and clear leadership succession are signs of strong governance. Specialized committees, especially for environment/safety, show where the board focuses its oversight.

🌍 ESG & Environmental Highlights

Antero dedicates significant space to its environmental, safety, and governance (ESG) performance, signaling its importance to the company.

• Emissions: Scope 1 GHG emissions were 0.2 million metric tons of CO2e. The methane leak loss rate was 0.008%, a 20% reduction from 2024.
• Water & Safety: ~90% of wastewater was recycled. The Total Recordable Incident Rate (TRIR) was 0.203.
• Net Zero Goal: The company expects its assets (excluding recent acquisitions) to be net zero for Scope 1 and 2 emissions after retiring offsets in 2026.
• Compensation Link: 15% of executive target annual bonus is tied to ESG metrics.

👉 Why it matters: These metrics are crucial for managing regulatory risk, community relations, and long-term sustainability. Linking ESG to pay incentivizes management to prioritize these goals.

💰 Executive Compensation: How They Get Paid

This is a major section. The philosophy is to attract top talent with a competitive, performance-based mix.

• 2025 Named Executive Officers (NEOs): Michael N. Kennedy (CEO), Yvette K. Schultz (General Counsel), Brendan E. Krueger (CFO), and Paul M. Rady (former CEO).
• Pay Mix: Compensation is heavily weighted toward long-term equity (stock awards) and annual cash bonuses tied to specific company performance goals.
• 2025 Performance Bonuses: Executives earned 157.2% of their target bonus. Goals included meeting budget for capital spending & production, reducing debt ratios (Net Debt/EBITDAX), controlling cash costs, and qualitative ESG performance.
• Stock Ownership: NEOs hold about 3.9% of outstanding shares, aligning their interests with shareholders.
• 2025 Say-on-Pay Vote: ~70% of votes approved the compensation plan in 2025. The company engaged with stockholders representing 48% of shares to discuss feedback.

👉 Why it matters: This structure aims to reward executives for building long-term shareholder value, not just short-term results. The "say-on-pay" vote and stockholder outreach are key accountability mechanisms.

🔍 The Details: Director & Auditor Compensation

• Director Pay (2025): Non-employee directors received a $100,000 annual cash retainer. The Chairman received an additional $75,000. They also received annual stock awards valued at $215,000 ($290,000 for the Chairman).
• Auditor Fees (KPMG): Total fees for 2025 were $2.348 million ($2.108M for audit services, $0.240M for tax services).

🧠 The Analogy

Managing a company like Antero is like captaining a large, complex ship on a long voyage. This proxy statement is the ship's log and the crew's contract. The board is the navigation team plotting the course. The executive pay plan is the reward system for the officers to keep the ship on course, manage fuel (capital), and avoid leaks (environmental incidents). The shareholder vote is the crew's opportunity to approve the map (the board) and the reward system.

🧩 Final Takeaway

This proxy shows Antero Resources focusing on strong governance, detailed environmental stewardship, and pay-for-performance executive compensation. Your vote as a shareholder on the director elections, auditor, and executive pay helps validate this strategic direction and maintain accountability between the company's leadership and its owners.