The prior year Say on Pay vote received approximately 70% support, which sits right at the threshold — the company engaged with shareholders representing 48% of outstanding stock and made no material changes, which is defensible given that support was at, not well below, 70%. Pay mix is sound: 50% of long-term incentive awards are performance-based (tied to absolute total shareholder return and a debt-to-cash-flow ratio) and 50% are time-vested, meaning well over 50% of total compensation is variable and at-risk. The 3-year stock return of +64.8% outperformed the peer median of +48.2%, so above-benchmark incentive payouts (annual bonus at 157.2% of target) are consistent with shareholders also having received strong returns, satisfying the pay-for-performance alignment check. A meaningful clawback policy has been in place since November 2023.

KPMG has audited Antero since 2003, giving it approximately 23 years of tenure — below the 25-year threshold that would trigger a negative vote. Non-audit fees (tax fees of $240,000) represent only about 11% of total audit fees of $2,108,000, well under the 50% threshold, and there are no disclosed material financial restatements. KPMG is a Big 4 firm appropriate for a company of Antero's size and complexity.