XML 27 R16.htm IDEA: XBRL DOCUMENT v3.22.1
Equity-Based Compensation and Cash Awards
3 Months Ended
Mar. 31, 2022
Equity-Based Compensation and Cash Awards  
Equity-Based Compensation and Cash Awards

(9) Equity-Based Compensation and Cash Awards

(a)

Summary of Equity-Based Compensation

The Company’s equity-based compensation includes (i) costs allocated to Antero Midstream by Antero Resources for grants made prior to March 12, 2019 pursuant to the Antero Resources Corporation Long-Term Incentive Plan (the “AR LTIP”) and (ii) costs related to the Antero Midstream Corporation Long-Term Incentive Plan (the “AM LTIP”). Antero Midstream’s equity-based compensation expense is included in general and administrative expenses, and recorded as a credit to the applicable classes of equity.

AR LTIP

Equity-based compensation expense allocated to Antero Midstream from Antero Resources was $1.1 million and $0.3 million for the three months ended March 31, 2021 and 2022, respectively, which includes expense related to the Converted AM RSU Awards (as defined below). For grants made prior to March 12, 2019, Antero Resources has total unamortized expense related to its various equity-based compensation plans that can be allocated to the Company of approximately $0.3 million as of March 31, 2022, which includes the Converted AM RSU Awards (as defined below). A portion of this unamortized cost will be allocated to Antero Midstream as it is amortized over the remaining service period of the related awards. The Company does not reimburse Antero Resources for noncash equity compensation allocated to it for awards issued under the AR LTIP.

AM LTIP

The Company is authorized to grant up to 15,398,901 shares of AM common stock to employees and directors under the AM LTIP. The AM LTIP provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), dividend equivalents, other stock-based awards, cash awards and substitute awards. The terms and conditions of the awards granted are established by the compensation committee of the Board of Directors (the “Board”). As of March 31, 2022, a total of 10,158,912 shares were available for future grant under the AM LTIP.

The Company’s equity-based compensation expense, by type of award, is as follows:

Three Months Ended March 31,

(in thousands)

2021

2022

Restricted stock units (1)

$

2,778

2,488

Performance share units (1)

1,007

117

Equity awards issued to directors

227

227

Total expense

$

4,012

2,832

(1)Amounts include equity-based compensation expense allocated to the Company by Antero Resources.

(b)

Restricted Stock Unit Awards

As of March 19, 2019, each of the unvested outstanding phantom units granted under the Antero Midstream Partners Long Term Incentive Plan was assumed by the Company and converted into 1.8926 RSUs under the AM LTIP representing a right to receive shares of the Company’s common stock for each converted phantom unit (all such RSUs, the “Converted AM RSU Awards”). The Converted AM RSU Awards are accounted for as if they are distributed by Antero Midstream Partners to Antero Resources. Therefore, the expense related to the Converted AM RSU Awards is subject to allocation by Antero Resources.

A summary of the RSU awards activity, which includes the Converted AM RSU Awards, is as follows:

Weighted Average

Number

Grant Date

    

of Units

    

Fair Value

Total AM LTIP RSUs awarded and unvested—December 31, 2021

3,573,377

$

8.11

Granted

Vested

(297,353)

7.43

Forfeited

Total AM LTIP RSUs awarded and unvested—March 31, 2022

3,276,024

$

8.18

As of March 31, 2022, unamortized expense of $18.6 million related to the unvested RSUs, which includes $0.1 million related to the Converted AM RSU Awards, is expected to be recognized over a weighted average period of approximately 2.5 years. The Company’s proportionate share of the Converted AM RSU Awards will be allocated to it as it is recognized.

(c)

Performance Share Unit Awards

As of March 31, 2022, there was $0.3 million of unamortized equity-based compensation expense related to unvested PSUs that will be recorded during the second quarter of 2022.

In 2019, the Company granted performance share units (“PSUs”) to certain of its employees and executive officers, a portion of which vest based on the Company’s actual return on invested capital (“ROIC”) (as defined in the award agreement) over a three-year period as compared to a targeted ROIC (“ROIC PSUs”). The number of shares of common stock that could be earned with respect to the ROIC PSUs ranged from zero to 200% of the target number of ROIC PSUs originally granted. In April 2022, the performance condition for the ROIC PSUs was met at 200% of target.

(d)

Cash Awards

In January 2020, the Company granted cash awards of $2.2 million to certain executives under the AM LTIP that vest ratably over a period of up to three years. In July 2020, the Company granted additional cash awards of $0.7 million to certain non-executive employees under the AM LTIP that vest ratably over a period of four years. The compensation expense for these awards is recognized ratably over the applicable vesting period. As of December 31, 2021 and March 31, 2022, the Company has recorded $1 million and $0.5 million, respectively, in other liabilities in the condensed consolidated balance sheets related to unvested cash awards.