All retainers are paid in cash on a quarterly basis in arrears, but directors have the option to elect, on an annual basis, to receive all or a portion of their cash retainers in the form of shares of our common stock. For 2019,2020, the directors did notwho are members of committees of the Board were eligible to receive any meeting fees butof $1,500 for each director iscommittee meeting attended in excess of ten meetings for such committee per calendar year (up to a maximum of $22,500 per committee). Directors are also reimbursed for reasonable expenses incurred (i) to attend meetings and activities of the Board or its committees, and (ii) to facilitate participation in general education and orientation programs for directors.

Effective April 15, 2021, members of all committees of the Board other than the Audit Committee will be paid a cash retainer of $7,500 per year (previously $5,000), members of the Audit Committee will be paid an annual retainer of $15,000 per year (previously $7,500) and the chairperson of the Audit Committee will be paid an annual retainer of $24,000 (previously $20,000). These modifications were made to ensure that our director compensation is competitive with that paid by our peers so that we can attract and retain qualified individuals to serve on our Board.

- 2021 Proxy Statement27

Equity-Based Compensation and Stock Ownership Guidelines

In addition to cash compensation, our non-employee directors receive annual equity-based compensation consisting of fully-vested stock with an aggregate grant date value equal to $130,000, subject to the terms and conditions of the Antero Midstream Corporation Long Term Incentive Plan (“AM LTIP”) and the award agreements pursuant to which such awards are granted. These awards are granted in arrears on a quarterly basis such that each grant has a grant date fair value of approximately $32,500. Prior toIn light of market conditions, the closingBoard delayed the grant of the Transactions, thesefirst quarter installment until July 10, 2020, such that on July 10, 2020, our non-employee directors received a fully-vested awards were granted under the Antero Midstream GP LP Long-Term Incentive Plan (“AMGP LTIP”) and each quarterlystock award hadwith a grant date fair value of approximately $25,000.$65,000.

Following the closing of the Transactions in 2019, we adoptedUnder our stock ownership guidelines, pursuant to which each of our non-employee directors, other than Mr. Keenan, and prior to their resignations, Messrs. Kagan and Levy, is required to own shares of our common stock with a fair market value equal to at least five times the amount of their annual cash retainer within five years of being appointed to the Board.Board or five years from the adoption of the policy, whichever is later. These stock ownership guidelines are designed to align our directors’ interests more closely with those of our stockholders. The guidelines were adopted less than five years from the measurement date in 2020. As of June 30, 2019, a result,each of our non-employee directors still has several yearsadditional time remaining to achieve compliance with the stock ownership guidelines.

- 2020 Proxy Statement23

Responsiveness to Current Economic Environment

As a result of the unprecedented disruption the economy and our industry is currently facing and the market uncertainty and share price volatility since February of 2020, as of the filing of this Proxy Statement, the Board has deferred consideration of any potential changes to our director compensation program for 2020 until July 2020 and suspended the grant of our common stock to the non-employee members of the Board. For the time being, any non-employee director who had elected to receive his or her annual cash retainer in the form of shares of our common stock will instead receive those payments in cash. Quarterly equity awards will not be granted until further action is taken by the Board.

Total Non-Employee Director Compensation

The following table provides information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2019.2020.

- 20202021 Proxy Statement   2428

The Audit Committee of the Board has selected KPMG LLP as Antero Midstream’s independent registered public accounting firm for the year ending December 31, 2020.2021. KPMG LLP has audited Antero Midstream’s and its predecessor’s financial statements since 2016 as well as the financial statements of Antero Midstream Partners LP since 2013. The Audit Committee annually evaluates the accounting firm’s qualifications to continue to serve Antero Midstream. In evaluating the accounting firm, the Audit Committee considers the reputation of the firm and the local office, the industry experience of the engagement partner and the engagement team, and the experience of the engagement team with clients of similar size, scope and complexity as Antero Midstream. The Audit Committee is directly involved in the selection of the new engagement partner when rotation is required every five years in accordance with SEC rules. KPMG LLP completed the audit of Antero Midstream’s annual consolidated financial statements for the year ended December 31, 2019,2020, on February 12, 2020.17, 2021.

The Board is submitting the selection of KPMG LLP for ratification at the Annual Meeting. The submission of this matter for ratification by shareholdersstockholders is not legally required, but the Board and the Audit Committee believe the ratification proposal provides an opportunity for shareholdersstockholders to communicate their views about an important aspect of corporate governance. If our shareholdersstockholders do not ratify the selection of KPMG LLP, the Audit Committee will reconsider, but will not be required to rescind, the selection of that firm as Antero Midstream’s independent registered public accounting firm.

Representatives of KPMG LLP are expected to be present at the Annual Meeting. They will have the opportunity to make a statement, and are expected to be available to respond to appropriate questions.

The Audit Committee has the authority and responsibility to retain, evaluate and replace Antero Midstream’s independent registered public accounting firm. ShareholderStockholder ratification of the appointment of KPMG LLP does not limit the authority of the Audit Committee to change Antero Midstream’s independent registered public accounting firm at any time.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERSSTOCKHOLDERS VOTEFOR THE RATIFICATION OF THE SELECTION OF KPMG LLP AS ANTERO MIDSTREAM’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2020.2021.

- 20202021 Proxy Statement   2529

AUDIT MATTERS

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, , as amended (the “Exchange Act”), whether made before or after the date hereof and irrespective of any general incorporation language in such filing.

Audit Committee Report

Pursuant to its charter, the Audit Committee’s principal functions include the duty to:include: (i) overseeoverseeing the accounting and financial reporting process of Antero Midstream and audits of Antero Midstream’s financial statements (ii) oversee the appointment, compensation, retention and oversight of the work of the independent auditors hired for the purpose of issuing an audit report or performing other audit, review or attest services for Antero Midstream; (iii) pre-approvepre-approving audit or non-audit services proposed to be rendered by Antero Midstream’s independent registered public accounting firm; (iv) annually reviewreviewing the qualifications and independence of the independent registered public accounting firm’s engagement partner and other senior personnel who are providing services to Antero Midstream; (v) reviewreviewing with management and the independent registered public accounting firm Antero Midstream’s annual and quarterly financial statements, earnings press releases, and financial information and earnings guidance provided to analysts and ratings agencies; (vi) ratifyapproving or ratifying certain related party transactions as set forth in Antero Midstream’s Related Persons Transactions Policy; (vii) reviewreviewing with management Antero Midstream’s major financial risk exposures; (viii) assistassisting the Board in monitoring compliance with legal and regulatory requirements;requirements relating to financial, accounting, auditing and related compliance matters; (ix) preparepreparing the report of the Audit Committee for inclusion in Antero Midstream’s proxy statement; and (x) annually reviewreviewing and reassessreassessing its performance and the adequacy of its charter.

While the Audit Committee has the responsibilities and powers set forth in its charter, and Antero Midstream’s management and the independent registered public accounting firm are accountable to the Audit Committee, it is not the duty of the Audit Committee to plan or conduct audits or to determine that Antero Midstream’s financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles and applicable laws, rules and regulations.

In performing its oversight role, the Audit Committee has reviewed and discussed Antero Midstream’s audited financial statements with management and the independent registered public accounting firm. The Audit Committee also has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable standards and regulations of the Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee has received the written disclosures and the written statement from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence. The Audit Committee also has considered whether the provision of non-audit services by the independent registered public accounting firm to Antero Midstream is compatible with maintaining the firm’s independence, and has discussed with the independent registered public accounting firm its independence.

Based on the reviews and discussions described in this Audit Committee Report, and subject to the limitations on the roles and responsibilities of the Audit Committee referred to herein and in its charter, the Audit Committee recommended to the Board that Antero Midstream’s audited financial statements for the year ended December 31, 2019,2020, be included in the Form 10-K, which was filed with the SEC on February 12, 2020. As recommended by the NYSE’s corporate governance rules, the Audit Committee also considered whether, to ensure continuing auditor independence, it would be advisable to

- 2020 Proxy Statement26

regularly rotate Antero Midstream’s independent registered public accounting firm. The Audit Committee has concluded that the current benefits to Antero Midstream from continued retention of KPMG LLP warrant retaining the accounting firm as Antero Midstream’s independent registered public accounting firm for the year ending December 31, 2020. The Audit Committee will continue to review this issue on an annual basis.17, 2021.

Members of the Audit Committee*:

Rose M. Robeson (Chairman)

Brooks J. Klimley

John C. Mollenkopf

- 2021 Proxy Statement30

Audit and Other Fees

The table below sets forth the aggregate fees and expenses billed by KPMG LLP for the last two fiscal years to Antero Midstream (in thousands):

The charter of the Audit Committee and its pre-approval policy require that the Audit Committee to review and pre-approve the independent registered public accounting firm’s fees for audit, audit-related, tax and other services. The Chairman of the Audit Committee has the authority to grant pre-approvals up to a certain limit, provided such approvals are within the pre-approval policy and are ratified by the Audit Committee at a subsequent meeting. For the year ended December 31, 2019,2020, the Audit Committee approved 100%all of the services described above.

- 20202021 Proxy Statement   2731

Our policies are conceived with the intention of attracting and retaining highly qualified individuals capable of contributing to the creation of value for our shareholders.stockholders. Our compensation program for 20192020 was designed to be competitive with market practices and to align the interests of our Named Executive Officers with those of Antero Midstream and its shareholders.stockholders.

ShareholdersStockholders are urged to read the Compensation Discussion and Analysis section of this Proxy Statement, which discusses how our compensation design and practices reflect our compensation philosophy for calendar year 2019.2020. The Compensation Committee and the Board believe that our compensation practices for 20192020 were effective in implementing our guiding principles.

Pursuant to Section 14A of the Exchange Act, we are submitting this annual proposal to our shareholdersstockholders for an advisory vote to approve the compensation of our Named Executive Officers. This proposal, commonly known as a “say-on-pay” proposal, gives shareholdersstockholders the opportunity to express their views on the compensation of our Named Executive Officers for 2019.2020. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers for 20192020 and the principles, policies and practices described in this Proxy Statement. Accordingly, the following resolution is submitted for shareholderstockholder vote at the Annual Meeting:

“RESOLVED, that the shareholdersstockholders of Antero Midstream Corporation approve, on an advisory basis, the compensation of its named executive officers during 2020 as disclosed in the proxy statement for the 2020 Annual Meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and other related tables and disclosures.”

As this is an advisory vote, the result is not likely to affect previously granted compensation. The Compensation Committee will consider the outcome of the vote when evaluating our compensation practices going forward.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERSSTOCKHOLDERS VOTEFOR THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

- 20202021 Proxy Statement   2832

The Dodd-Frank Wall Street Reform and Consumer Protection Act enables our stockholders to indicate how frequently we should seek a non-binding advisory vote on the compensation of our Named Executive Officers, as disclosed pursuant to the SEC’s compensation disclosure rules (commonly referred to as a “Say-on-Frequency” vote). By voting on this proposal, stockholders may indicate, on a non-binding advisory basis, whether the say-on-pay advisory vote should occur every year, every two years or every three years, or abstain on this matter.

Pursuant to Section 14A of the Exchange Act, we are submitting this proposal to our shareholders for an advisory vote. The Board has determined that an annual non-binding advisory vote on the compensation of our Named Executive Officers will allow shareholders to provide timely, direct input on our executive compensation principles, philosophy, policies and practices as disclosed in the proxy statement each year. The Board believes that an annual vote is therefore consistent with our efforts to engage in an ongoing dialogue with shareholders on executive compensation and corporate governance matters.

Shareholders may cast their vote on their preferred voting frequency by choosing among the following frequency options (not solely for or against the recommendation of the Board):

As this is an advisory vote, the result of the vote is not binding on the Board. However, the Board will take into account the result of the vote when determining the frequency of future say-on-pay votes.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTEFOR THE FREQUENCY OF “EVERY YEAR” FOR FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

- 2020 Proxy Statement29

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides details on the following matters:

20192020 Named Executive Officers

The table below sets forth the name and principal position of each of our 2020 Named Executive Officers. Effective April 30, 2021, Glen C. Warren, Jr. will retire as President, Chief Financial Officer and Secretary of Antero Resources and President and Secretary of Antero Midstream. Mr. Warren will also step down from the boards of both companies as of the same date. Effective upon Mr. Warren’s retirement, (i) Paul M. Rady, currently Chairman and Chief Executive Officer of Antero Resources and Antero Midstream, will also be named President of Antero Resources and Antero Midstream, (ii) Michael N. Kennedy, currently Senior Vice President of Finance at Antero Resources and Antero Midstream and Chief Financial Officer of Antero Midstream, will be named Chief Financial Officer of Antero Resources, will cease to be the Chief Financial Officer of Antero Midstream and will continue to serve as Senior Vice President of Finance of Antero Midstream and Senior Vice President of Finance of Antero Resources and (iii) Brendan E. Krueger, currently Vice President of Finance and Treasurer of Antero Resources and Antero Midstream, will be named Chief Financial Officer of Antero Midstream and will continue to serve as Treasurer and Vice President of Antero Resources and Antero Midstream. Also effective upon Mr. Warren’s retirement, Mr. Kennedy will be appointed to the Board and will stand for election at the Annual Meeting.

2020 Say-on-Pay Advisory Vote

At the Company’s 2020 annual meeting, our stockholders were asked to approve, on an advisory basis, the compensation of the Named Executive Officers. Advisory votes in favor of our executive compensation program were cast by approximately 97% of the shares of common stock counted as present and entitled to vote at such meeting. The Compensation Committee considered the results of the “Say-on-Pay” vote when evaluating the compensation of the Named Executive Officers in 2020. We have continued, and plan to continue, seeking to engage in stockholder outreach regarding executive compensation programs.

- 2021 Proxy Statement33

Compensation Philosophy and Objectives of Our Compensation Program

Following the transactions contemplatedWe seek to attract, retain, and motivate exceptional executive talent by the Simplification Agreement (as defined below under the heading “Related Party Transactions—Agreementsproviding our executives with Antero Resources Corporation—Simplification Agreement”)a competitive mix of fixed, time-based and the adoption of our separateperformance-based compensation. Our performance-based compensation program as described below under “Implementing Our Compensation Program Objectives,” we adopted a compensation program that seeks to focusfocuses on motivating returns and value creation per share, that will reward disciplined capital investment, efficient operations, and generation of distributable cash flow generation. For calendar year 2019, we determined that it was appropriate to target the market median for all elements of our Named Executive Officers’ compensation. We utilized an annual incentive program that focuses on four key performance metrics. Additionally, through our long-term incentive program, we looked to balance retention of our Named Executive Officers with performance focused on increased returns on our capital investments.flow. We believe our compensation philosophy and practices for 20192020 promote a strong alignment between Named Executive Officer pay and Company performance, and deliver greater valuewhile providing our Compensation Committee with the flexibility necessary to our shareholders.ensure that compensation was appropriate for this anomalous year.

- 2020 Proxy Statement30

Compensation Best Practices

Our Compensation Committee is committed to maintaining compensation best practices and employing methods that motivate our executives to create long-term value while minimizing risk to investors. The following table highlights the compensation best practices we followed during 20192020 with respect to our Named Executive Officers during the time that they served as an executive officer:Officers:

	What We Do
	Target the market median for all elements of Named Executive Officers’reasonable compensation levels relative to peers with a focus on performance-based and at-risk components
	ApplyEnforce robust minimum stock ownership guidelines
	Link annual incentive compensation to the achievement of objective pre-established performance goals tied to operational and strategic priorities
	Evaluate the risk of our compensation programs
	Use and review compensation tally sheets
	UseEngage an independent compensation consultant
	Maintain a clawback policy

		What We Don’t Do
	No tax gross ups for executive officers
	No “single-trigger” change-in-control cash payments
	No excessive perquisites
	No severance arrangements for Named Executive Officers
	No guaranteed bonuses for Named Executive Officers
	No management contracts
	No granting stock options with an exercise price less than the fair market value of the Company’s common stock on the date of grant outside of transactional context (e.g., substitution of pre-existing target company awards for Company awards)awards in an acquisition)
	No reduction of the exercise price of an outstanding stock option without shareholderstockholder approval outside of transactional context (e.g., substitution of pre-existing target company awards for Company awards)awards in an acquisition)
	No hedging or pledging of Company stock
	No separate benefit plans for Named Executive Officers
	No excessive perquisites

Implementing Our Compensation Program Objectives

Role of the Compensation Committee

The Compensation Committee oversees all matterselements of our executive compensation program and has the final decision-making authority on all executive compensation matters. Each year, the Compensation Committee reviews, modifies (if necessary), and approves corporatethe goals and objectives relevant to the compensation of the CEOChief Executive Officer and the other Named Executive Officers, andas well as the executive compensation program as a whole, including performance goals for the annual cash incentive program, if applicable, and long-term equity awards. In addition, the Compensation Committee

- 2021 Proxy Statement34

is responsible for reviewing the performance of the CEOChief Executive Officer and the Company’s President and Secretary (“President”) within the framework of our executive compensation goals and objectives. Based on this evaluation, the Compensation Committee sets the compensation of the CEOChief Executive Officer and the President.

Actual compensation decisions for individual officers are the result of a subjective analysis of a number of factors, including the individual officer’s role within our organization, performance, experience, skills or tenure with us, changes to the individual’s position, and relevant trends in compensation practices.

The Compensation Committee also considers a Named Executive Officer’s current and prior aggregate compensation when setting future compensation. The Compensation Committee determines whether adjustments to compensation are necessary to adopt emerging best practices, reflect companyCompany performance, retain each executive or to provide additional or different performance incentives. Thus, the Compensation Committee’s decisions regarding compensation are the result of the exercise of judgment based on all reasonably available information.

- 2020 Proxy Statement31

Role of the Antero Resources Compensation Committee and Allocation of Compensation Expenses

In March of 2019, the transactions contemplated by the Simplification Agreement were consummated. Prior to the Closing, our Named Executive Officers provided services to Antero Resources Corporation (“Antero Resources”), Antero Midstream Partners LP, and Antero Midstream GP LP. The compensation committee of the board of directors of Antero Resources (the “AR Compensation Committee”) historically set the compensation paid to our Named Executive Officers for the services they provided to all three entities and each of Antero Midstream Partners LP and Antero Midstream GP LP reimbursed Antero Resources for the portion of that compensation attributable to the services provided to them. Following the Closing, ourOur Named Executive Officers provide services to us and to Antero Resources. However, as a result of the restructuring involved in the transactions contemplated by the Simplification Agreement, including the decreased ownership interest of Antero Resources in us, both the Board and the board of directors of Antero Resources determined that it was appropriate for us to take a more active role in setting the compensation paid to our Named Executive Officers for services provided to us and for the reporting of that compensation in each company’s 2020 Proxy Statement to reflect only the portion of our Named Executive Officer’s compensation attributable to each company. As a result, the ARAntero Resources Compensation Committee began to hold(the “AR Compensation Committee”) holds portions of theirits meetings jointly with the Compensation Committee. During these joint meetings in the Spring of 2019,2020, the Compensation Committee and the AR Compensation Committee discussed and established each Named Executive Officer’s aggregate total compensation for services provided to both companies, including base salary, aggregate total target annual cash incentive value, and aggregate total target long-term incentive value. Performance metrics for each company’s annual cash incentive program, if applicable, and the terms and provisions of all long-term incentive awards granted by each company are established separately by each of the Compensation Committee and the AR Compensation Committee.

The percentage of all non-compensation general and administrative (“G&A”) expenses we reimburse to Antero Resources is calculated quarterly based on gross property and equipment, capital expenditure and labor costs, the latterlast of which is calculated based on an estimate of how much time each of our employees spendsspend providing services to Antero Midstream, in the aggregate, during each quarter (the “Reimbursement Percentage”). As was the case prior to the Closing, Antero Resources pays all elements of cash compensation to, and provides all benefits for, our Named Executive Officers. The portion of each Named Executive Officer’s base salary that we reimbursed for 20192020 was calculated using the average Reimbursement Percentage for each of the four quarters in 2019,2020, which was 27.75%27.25% (the “2019“2020 NEO AM Reimbursement Percentage”).

The amount of the annual cash incentive payments and the portions thereof that we reimbursed to Antero Resources were calculated using a two-step process. First, each Named Executive Officer’s target annual cash incentive payment was multiplied by the 2019 NEO AM Reimbursement Percentage to calculate each Named Executive Officer’s target annual cash incentive payment forWhile our annual cash incentive program (the “AM Target Bonus”). The remainder of each Named Executive Officer’s target annual cash incentive payment was classified as the target annual cash incentive payment under the annual cash incentive program for Antero Resources (the “AR Target Bonus”). The performance levels achieved with respect to the performance metrics established by the Compensation Committee for our annual cash incentive program are then applied to the AM Target Bonus, resultingremained in the actual value of the annual cash incentive paid by Antero Resources on our behalf and for which we reimburse Antero Resources, as discussed below under “Elements of Direct Compensation—Annual Cash Incentive Awards”. The performance levels achievedcommunication with respect to the performance metrics established by the AR Compensation Committee for the Antero Resources annual cash incentive program are then applied to the AR Target Bonus, resulting in the actual value of the annual cash incentive paid by Antero Resources pursuant to its annual cash incentive program.

In 2019, for all of our Named Executive Officers other than Michael Kennedy, approximately 33% of the total targetregarding long-term incentive awards granted in 2020, each worked independently to determine the value was attributed to services provided to us and the remainder was attributed to services provided to Antero Resources. This allocation was determined based on an estimate of the anticipated 2019 NEO AM Reimbursement Percentage. Because Mr. Kennedy serves as our Chief Financial Officer and Senior Vice President—Finance and Antero Resources’ Senior Vice President—

- 2020 Proxy Statement32

Finance, he holds a position of greater responsibility at the Company than he does at Antero Resources. As a result, theappropriate for grant from each respective company. Our Compensation Committee and the AR Compensation Committee weighted Mr. Kennedy’s target long-term incentive value nearly equally betweenthen met to make sure the two companies, an allocation that more heavily favors the Company than the estimated 2019 NEO AM Reimbursement Percentage would have provided. A different process was used to allocate the long-term incentive compensation target value than was used to allocate the base salary or annual cash incentive target amounts for our Named Executive Officers because theindividual long-term incentive awards were grantedcombine to achieve an overall award level in the Spring of 2019, long before the 2019 NEO AM Reimbursement Percentage was known.line with each company’s compensation philosophy.

We also reimburse Antero Resources for the portion of the cost of all health and welfare benefits, employer 401(k) contributions, and the limited perquisites providedAntero Resources provides to our Named Executive Officers by Antero Resources that are attributable to services provided to us, whichus. This amount is calculated as the product of the total cost of such benefits and the 20192020 NEO AM Reimbursement Percentage.

Consistent with the allocation of compensation expense for our Named Executive Officers described above, unless otherwise indicated, the information included in this Compensation Discussion and Analysis, as well as the tables that follow, only pertains to the compensation paid by us for services our Named Executive Officers provided to us in 2019.2020. For information regarding compensation paid to our Named Executive Officers for services provided to Antero Resources in 2019,2020, please see the Proxy Statement filed by Antero Resources on April 27, 2020.28, 2021.

- 2021 Proxy Statement35

Role of Management

The CEOChief Executive Officer and the President typically provide recommendations to the Compensation Committee and the AR Compensation Committee regarding the compensation levels for the other Named Executive Officers and for our executive compensation program as a whole. In making their recommendations, the CEOChief Executive Officer and the President consider each Named Executive Officer’s performance during the year, the Company’s performance during the year, compensation levels of similarly situated executives of companies with which we compete for executive talent, and independent oil and gas company compensation surveys. The Compensation Committee, in joint discussion with the AR Compensation Committee, considers these recommendations when reviewing the performance of, and setting compensation for, the other executive officers.

Role of External Advisors

The Compensation Committee has the authority to retain an independent executive compensation consultant. For 2019,2020, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“F.W. Cook”). In compliance with the SEC and NYSE disclosure requirements, the Compensation Committee reviewed the independence of F.W. Cook under six independence factors. After its review, the Compensation Committee determined that F.W. Cook was independent.

In 2019,2020, F.W. Cook:

F.W. Cook’s reports were provided to the Compensation Committee and the AR Compensation Committee in 20192020 and also used by Messrs. Rady and Warren in making their recommendations to the Compensation Committee and the AR Compensation Committee. In early 2021, the Compensation Committee engaged Longnecker & Associates (“Longnecker”) to replace F.W. Cook as its independent compensation consultant. Longnecker was involved in decisions related to the 2020 annual cash bonus as well as changes to the 2021 compensation programs.

- 2020 Proxy Statement33

Competitive Peer Analysis

When assessing the soundness of our compensation programs, the Compensation Committee compares the pay practices for our Named Executive Officers against the pay practices of other companies. This process recognizes our philosophy that our compensation practices should be competitive, though marketplace information is only one of the many factors we consider.

Messrs. Rady and Warren, the Compensation Committee and the AR Compensation Committee used market compensation data provided by F.W. Cook to assess the total compensation levels of our Named Executive Officers relative to market and to make recommendations to the Compensation Committee and the AR Compensation Committee.market. Market data is developed by comparing each executive officer’s compensation with that of similarly situated officers of companies in the Peer Group (described below) and of E&P companies in general. In determining whether an officer is similarly situated, we consider the specific responsibilities assumed by our executives and executives at other organizations, and give greater weight is given to Peer Group data if a position appears comparable to the position of one of our Named Executive Officers. Otherwise, we supplement Peer Group data with industry data from the 20192020 Oil and Gas E&P Industry Compensation Survey prepared by Effective Compensation, Incorporated.

- 2021 Proxy Statement36

Peer Group

In 2019, F.W. Cook recommended, and after evaluation and discussion the AR Compensation Committee approved, a peer group for use in determining compensation for 2020 of onshore publicly traded oil and gas companies that are reasonably similar to Antero Resources in terms of size and operations, which was consistent with the 2018 peer group for Antero Resources.operations. Because aggregate total compensation for our Named Executive Officers is set jointly by both the Compensation Committee and the AR Compensation Committee, a single peer group is used for this joint analysis. Over two-thirds of the compensation our Named Executive Officers receivereceives is for services provided to Antero Resources. As a result, a peer group reflectivecomposed of peer companies of Antero Resources, rather than a peer group reflectivecomposed of our peer companies, is used to establish total target compensation for our Named Executive Officers. The peer group was modified during 2020 to more closely reflect the Company’s current market capitalization. We refer to the following 17 companies as the “Peer Group”:

2019-2020 APPROVED PEER GROUP

In addition to referencing the Peer Group companies in structuring our 2020 compensation program, the Compensation Committee reviewed compensation paid by certain other midstream companies to confirm the reasonableness of our compensation program as compared to other companies in our sector, but did not benchmark compensation against this group of companies.

Positioning Versus Market

We determined that it was appropriate toWhile we generally target the median of the Peer Group for base salaries, target annual cash incentive awards,each compensation element for our Named Executive Officers, in 2020, the Compensation Committee weighed this data less heavily, instead focusing on the most effective way to motivate our Named Executive Officers to successfully navigate the unique challenges posed by the COVID-19 pandemic and long-term equity-based incentive awards for 2019. As noted throughout this Compensation Discussiondepressed oil and Analysis, targetgas prices. This approach resulted in some compensation elements that were significantly above and some that were significantly below the median of our Peer Group in 2020. It has always been the case that compensation paid by other members of our Peer Group is only one of many factors considered by the Compensation Committee and the AR Compensation Committee when setting compensation levels for our Named Executive Officers.

- 20202021 Proxy Statement   3437

Elements of Direct Compensation