Sector: Energy
EXCELERATE ENERGY INC CLASS A · Meeting: June 4, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Biswal joined the board in January 2025, which is within the 24-month new-director exemption window, so she is exempt from the stock performance trigger; she brings relevant international energy and government expertise with no overboarding or attendance concerns.
Byers has served since July 2022 and the company's 3-year price return of +51.3% is a strong positive, meaning the underperformance gap versus the company-disclosed peer median of -29.5 percentage points does not meet the 65-percentage-point threshold required to trigger a vote against under the strong-positive TSR tier; she holds two public board seats (Kinetik Holdings, DTE Energy), which is below the four-seat overboarding limit, and she is a certified public accountant serving as audit committee chair, satisfying financial expertise requirements.
Hanrahan has served since April 2022 and the -29.5 percentage-point gap versus the peer median does not breach the 65-percentage-point threshold under the strong-positive absolute TSR tier; he holds no other public board seats and brings deep energy industry executive and board experience, including audit committee financial expert designation.
Kobos has served since 2021 and the -29.5 percentage-point gap versus the peer median does not breach the 65-percentage-point threshold under the strong-positive absolute TSR tier; as CEO he brings deep operational knowledge of the company's business and holds no other public board seats.
Millican has served since April 2022 and the -29.5 percentage-point gap versus the peer median does not breach the 65-percentage-point threshold under the strong-positive absolute TSR tier; he is affiliated with the controlling shareholder (Kaiser-Francis) and is not designated as independent, but he does not sit on the audit or compensation committee, so no independence-on-committee concern is triggered; he holds no other public company board seats.
Todd joined the board in October 2024, which is within the 24-month new-director exemption window, so he is exempt from the stock performance trigger; he is affiliated with the controlling shareholder but does not sit on the audit committee, and he holds no other public board seats.
Waldo has served since April 2022 and the -29.5 percentage-point gap versus the peer median does not breach the 65-percentage-point threshold under the strong-positive absolute TSR tier; he is affiliated with the controlling shareholder and sits on the compensation committee (not the audit committee), which is permissible given the company's controlled-company status and NYSE exemption; his one other public board seat (BOK Financial) is below the overboarding limit.
All seven director nominees receive a FOR vote. The company's 3-year absolute stock return of +51.3% falls in the strong-positive tier, requiring at least a 65-percentage-point gap versus the peer group median to trigger a vote against; the actual gap is only -29.5 percentage points, well below that threshold. Two directors (Biswal and Todd) joined within the past 24 months and are separately exempt. No directors are overboarded, attendance was 100%, and audit committee members hold appropriate financial credentials.
CEO
Steven M. Kobos
Total Comp
$6,104,814
Prior Support
N/A
CEO total compensation of $6,104,814 is reasonable for a $3.9 billion energy company, and the pay mix is heavily weighted toward variable compensation — roughly 86% of total pay is at-risk (equity awards of $3,988,484 plus a performance-based bonus of $1,250,350 versus base salary of $850,000), well above the 50-60% threshold the policy requires. Long-term equity awards are split equally between time-vesting restricted stock units and performance stock awards tied to absolute and relative total shareholder return over a three-year period, representing genuine performance linkage rather than guaranteed pay. The company achieved record net income of $167 million and record adjusted operating earnings of $449 million in 2025, a clawback policy covering both Dodd-Frank requirements and broader misconduct scenarios is in place, and no prior say-on-pay result below 70% is disclosed that would require a remediation check.
Auditor
PricewaterhouseCoopers LLP
Tenure
5 yrs
Audit Fees
$3,118,695
Non-Audit Fees
$123,309
PricewaterhouseCoopers has served as auditor since 2021, giving it approximately five years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees (audit-related fees of $50,000, tax fees of $71,177, and other fees of $2,132, totaling $123,309) represent about 4% of core audit fees of $3,118,695, far below the 50% threshold that would trigger a vote against. PwC is a Big 4 firm appropriate for a $3.9 billion market-cap company, and no material restatements are disclosed.
The 2026 Excelerate Energy annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive a FOR vote. No stockholder proposals appear on the ballot; the company's strong absolute stock performance over three years (up 51%) keeps the director TSR trigger from firing despite some lag versus an above-average peer group, executive pay is heavily performance-based with meaningful metrics, and PricewaterhouseCoopers is a newly-tenured Big 4 auditor with minimal non-audit fees.
26 companies disclosed in 2026 proxy filing
