DEF 14A: Excelerate Energy, Inc. Announces Details for 2024 Annual Stockholders Meeting

Excelerate Energy, Inc. has scheduled its 2024 Annual Meeting of Stockholders for June 6, 2024, to address director elections, executive compensation, and auditor ratification.

Summary

• Excelerate Energy, Inc. will hold its 2024 Annual Meeting of Stockholders virtually on June 6, 2024, at 9:00 a.m. Central Time.
• Stockholders of record as of April 8, 2024, are eligible to vote on the election of seven director nominees, an advisory vote on executive compensation ('Say-on-Pay'), and the ratification of PricewaterhouseCoopers LLP as the company's independent auditor for the fiscal year ending December 31, 2024.
• The board of directors recommends voting 'FOR ALL' director nominees, 'FOR' the Say-on-Pay proposal, and 'FOR' the auditor ratification.
• As of April 8, 2024, George B. Kaiser controls approximately 76.2% of the voting power through Excelerate Energy Holdings, LLC, making Excelerate a controlled company under NYSE rules.
• The company's compensation program is designed to attract, retain, and incentivize talented leaders, aligning their interests with those of stockholders.
• In 2023, the Compensation Committee reduced the base salaries of Mr. Kobos and Mr. Bustos and increased the base salaries of Ms. Armstrong, Mr. Liner and Ms. Thompson Broussard.
• The company's Net Debt as of December 31, 2023, was $212 million, calculated as total debt and finance leases of $768 million less cash and cash equivalents of $556 million.
• In December 2023, the company made its first payment to the TRA Beneficiaries under the Tax Receivable Agreement of $3.4 million.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral to slightly positive tone. The company is taking steps to improve corporate governance and align executive compensation with stockholder interests. However, there are some risks and challenges associated with the company's structure and agreements.

Positives

• The company is providing expanded stockholder access through a virtual annual meeting.
• The compensation program is designed to attract and retain talented leaders.
• The board is actively engaged in risk oversight and corporate governance.
• The company is committed to sustainability and social responsibility.
• The company has a clawback and forfeiture policy in place.
• The company maintains stock ownership guidelines for executives and directors.

Negatives

• As a controlled company, Excelerate relies on exemptions from certain NYSE corporate governance requirements, potentially reducing protections for minority stockholders.
• The Tax Receivable Agreement could require substantial payments, potentially affecting the company's liquidity.
• The company's stock price performance over 2023 was a factor in reducing the CEO's Individual and Strategic Goal payout.

Risks

• The company's reliance on controlled company exemptions may reduce corporate governance protections.
• The Tax Receivable Agreement could have a substantial negative effect on the company's liquidity and may influence business decisions.
• Cybersecurity threats pose a risk to the company's operations and data.
• The company's environmental, social, and governance goals are aspirational and may change.

Future Outlook

The document includes forward-looking statements regarding expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions. Actual results may differ materially from the results discussed in such forward-looking statements.

Management Comments

• The Company has endeavored to provide stockholders attending the Annual Meeting with the same rights and opportunities to participate as they would at an in-person meeting.
• The board of directors believes that it should maintain the flexibility to select the chairperson and chief executive officer and reorganize the leadership structure, from time to time, based on criteria that are in our best interests and the best interests of our stockholders.

Industry Context

The document does not explicitly compare Excelerate's performance to specific competitors, but it does mention the use of a peer group for benchmarking executive compensation. The peer group consists of companies in the energy industry, including storage and transportation, refining and marketing, equipment and services, and marine transport.

Comparison to Industry Standards

• The Compensation Committee uses a peer group to benchmark pay levels and incentive plan design for top executives.
• The peer group includes companies such as Chart Industries, Inc., Genesis Energy, L.P., and New Fortress Energy Inc.
• For the Long-Term Incentive Plan, the company measures its relative TSR performance against the companies in the Vanguard Energy ETF Market Index.

Corporate Governance

Related Party Transactions

• The company has entered into several related party transactions with Kaiser and affiliates of Kaiser, including the Tax Receivable Agreement, the EELP Limited Partnership Agreement, and the Registration Rights Agreement.
• In connection with Excelerates acquisition from the Foundation of FSRU Vessel (Excellence), LLC, Kaiser has agreed to indemnify EELP in respect of all liabilities related to the vessel Excellence arising from actions prior to Excelerates acquisition of FSRU Vessel (Excellence), LLC.
• In September 2021, EE Holdings contributed to EELP all of the direct and indirect interests in each of Excelerate New England Lateral, LLC (ENE Lateral), Excelerate Northeast Gateway Energy Bridge, LP and Excelerate New England GP, LLC (such entities, collectively, the Northeast Gateway Companies and such contribution, the Northeast Gateway Contribution).

Stakeholder Impact

• Stockholders are encouraged to participate in the Annual Meeting and vote on the proposals.
• The company's compensation program aims to align executive incentives with stockholder interests.
• The company is committed to sustainability and social responsibility, which benefits the environment and communities.
• The company's health, safety, and environmental policies are designed to protect employees, operations, and assets.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its Annual Meeting of Stockholders on June 6, 2024.
• The board of directors and committees will continue to oversee risk management, corporate governance, and executive compensation.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Director Election, Executive Compensation, Auditor Ratification, Corporate Governance, Say-on-Pay, Stockholders, Excelerate Energy