DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:


☐	Preliminary Proxy Statement


☐	Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))


☒	Definitive Proxy Statement


☐	Definitive Additional Materials


☐	Soliciting Material under§240.14a-12

EXCELERATE ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒	No fee required


☐	Fee paid previously with preliminary materials


☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules14a-6(i)(1) and 0-11

Excelerate Energy, Inc.

2445 Technology Forest Blvd., Level 6

The Woodlands, Texas 77381

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 6, 2024

9:00 a.m. Central Time

www.virtualshareholdermeeting.com/EE2024

To Our Stockholders:

We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Excelerate Energy, Inc. (“Excelerate” or the “Company”) on Thursday, June 6, 2024 at 9:00 a.m. Central Time, online via live audio webcast by visiting www.virtualshareholdermeeting.com/EE2024 (the “Annual Meeting”) for the following purposes:

To elect the seven director nominees named in the proxy statement as directors of the Company, each to serve for a one-year term and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification (Proposal 1);

To approve, on a non-binding and advisory basis, of the compensation of our named executive officers ("Say-on-Pay") (Proposal 2);

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 3); and

To transact any other business that may be properly presented at the Annual Meeting or any adjournment or postponement thereof.

The Company’s board of directors has determined to hold the Annual Meeting virtually. We believe that this is the right choice for Excelerate as it provides expanded stockholder access regardless of the location of the Annual Meeting or resources available to stockholders, may improve communications, and allows the participants to attend the Annual Meeting safely and conveniently from any location.

Holders of our Class A common stock and Class B common stock (together, “Common Stock”) are entitled to one vote for each such share held of record on all matters submitted to a vote of stockholders. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or otherwise provided in our amended and restated certificate of incorporation. Stockholders are not permitted to cumulate votes with respect to the election of directors. Only stockholders of record of our Common Stock as of the close of business on April 8, 2024 are entitled to notice of, and, as described in this paragraph, to vote at, the Annual Meeting, or any adjournment or postponement thereof.

As permitted by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials online under the SEC’s “notice and access” rules. As a result, unless you previously requested electronic or paper delivery on an ongoing basis, we are mailing to our stockholders a Notice Regarding the Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report”) and a form of proxy card or voting instruction card (together, the “proxy materials”). The Notice contains instructions on how to access the proxy materials online. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials and how to vote your shares. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of printing and mailing the proxy materials and reduce the environmental impact of our Annual Meeting. If you received the Notice, you will not receive a printed copy of the proxy materials unless you request one. If you elect and request to receive a paper copy, our proxy materials will be mailed to you. The Notice is first being mailed, and the proxy materials are first being made available, to our stockholders on or about April 16, 2024.

All stockholders are cordially invited to attend our Annual Meeting, conducted virtually via live audio webcast at www.virtualshareholdermeeting.com/EE2024. 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. You will be able to attend the Annual Meeting online and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/EE2024. You will also be able to vote your shares electronically at the Annual Meeting.

To attend the Annual Meeting, vote, submit questions, or view the list of registered stockholders during the Annual Meeting, stockholders of record will be required to visit the meeting website listed above and log in using their 16-digit control number included on their proxy card or Notice. Beneficial owners should review the proxy materials and their voting instruction form or Notice for how to vote in advance of, and how to participate in, the Annual Meeting. Specifically, if you are a beneficial owner and your voting instruction form or the Notice does not indicate that you may vote the shares through the http://www.proxyvote.com website, you should contact your bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” (which will contain a 16-digit control number that will allow you to attend, participate in, or vote at the Annual Meeting). When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 8:54 AM Central Time on Thursday, June 6, 2024. On the day of the Annual Meeting, if you experience technical difficulties either during the check-in process or during the Annual Meeting, please call 844-986-0822 (U.S.) or 303-562-9302 (international) for assistance. For additional details, see “—How can I attend, participate in and vote at the Annual Meeting online?” in the “Questions and Answers About the Annual Meeting” section below. This proxy statement provides detailed information about the Annual Meeting. We encourage you to read this proxy statement carefully and in its entirety.

Your vote is important. Regardless of whether you participate in the Annual Meeting, we hope you vote as soon as possible. You may vote online or by phone, or, if you received paper copies of the proxy materials by mail, you may submit your proxy or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. Voting online or by phone, written proxy or voting instruction card ensures your representation at the Annual Meeting regardless of whether you attend our virtual Annual Meeting online.

By Order of the Board of Directors,

Steven M. Kobos

President and Chief Executive Officer

The Woodlands, Texas

April 16, 2024

     IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 6, 2024

    

     The Notice, the proxy statement and the Company’s Annual Report are available at www.proxyvote.com.

    

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider in voting your shares. Please read the complete proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2023 carefully before voting.

Meeting Information



Date:		Thursday, June 6, 2024
Time:		9:00 a.m. Central Time
Virtual Meeting:		www.virtualshareholdermeeting.com/EE2024
Record Date:		April 8, 2024

How to Vote

Your vote is important. You may vote your shares in advance of the Annual Meeting of Stockholders via the Internet, by telephone or by mail, or during the meeting by attending and voting electronically. Please refer to the section “How do I vote?” on page 45 for detailed voting instructions. If you vote via the Internet, by telephone or plan to vote electronically during the Annual Meeting of Stockholders, you do not need to mail in a proxy card.




INTERNET	TELEPHONE	MAIL
To vote before the meeting, visit www.proxyvote.com. To vote at the meeting, visit www.virtualshareholdermeeting.com/EE2024. You will need the control number printed on your notice, proxy card or voting instruction form.	Dial toll-free (1-800-690-6903) or the telephone number on your voting instruction form. You will need the control number printed on your notice, proxy card or voting instruction form.	If you received a paper copy of the proxy materials, send your completed and signed proxy card or voting instruction form using the enclosed postage-paid envelope.

We first began sending our stockholders a Notice Regarding the Internet Availability of Proxy Materials, and made our proxy materials available, on or about April 16, 2024.

Voting Matters

Proposals



PROPOSAL #1		To elect the seven director nominees named in the proxy statement as directors of the Company, each to serve for a one-year term and until his
Director Election		or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification (Proposal 1). ✓ Our board of directors unanimously recommends that you vote “FOR ALL” of the director nominees.

PROPOSAL #2		To approve, on a non-binding and advisory basis, of the compensation of our named executive officers (Proposal 2).
Say-on-Pay		✓ Our board of directors unanimously recommends that you vote “FOR” approval, on a non-binding and advisory basis, of the 2023 compensation of our named executive directors as disclosed in this proxy statement.


PROPOSAL #3		To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year
Auditor Ratification		ending December 31, 2024 (Proposal 3). ✓ Our board of directors unanimously recommends that you vote “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Board Nominees


Name	Age	Director Since	Occupation	Independent	Committee Memberships	Other Public Boards
Carolyn J. Burke	56	2022	Executive Vice President and Chief Financial Officer of PG&E Corporation	Yes	AC* CC (Chairperson)	None
Deborah L. Byers	62	2022	Former Partner of Ernst & Young LLP	Yes	AC (Chairperson)*	Kinetik Holdings Inc., Civitas Resources, Inc., DTE Energy Company
Paul T. Hanrahan	66	2022	Chairperson of Cubico Sustainable Investments, Former Chief Executive Officer and a director of The AES Corporation and former Interim Chief Executive Officer and a director of Hygo Energy Transitions Ltd.	Yes	AC* NCGC (Chairperson)	Ingredion Inc. (through October 2023)
Henry G. Kleemeier	79	2022	Chief Executive Officer of Kaiser-Francis Oil Company		CC NCGC	None
Steven M. Kobos	59	2021	Chief Executive Officer and Director, Excelerate Energy, Inc.		None	None
Don P. Millican (1)	71	2022	Vice President & Chief Financial Officer of Kaiser-Francis Oil Company		None	None
Robert A. Waldo	48	2022	President of Kaiser-Francis Oil Company		CC NCGC	None

AC: Audit Committee

CC: Compensation Committee

NCGC: Nominating and Corporate Governance Committee

* Audit Committee Financial Expert

(1)

Don P. Millican served on our Audit Committee until March 22, 2023 as permitted under the NYSE rules for newly public companies.

Fiscal 2023 Financial Performance Highlights

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Adjusted EBITDA is a non-GAAP financial measure included as a supplemental disclosure because we believe it is a useful indicator of our operating performance. We define Adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization, accretion, non-cash long-term incentive compensation expense and items such as charges and non-recurring expenses that management does not consider as part of assessing ongoing operating performance. In the first quarter of 2023, we revised the definition of Adjusted EBITDA to adjust for the impact of non-cash accretion expense, which results in a metric that is consistent with how management will review performance going forward. Management believes accretion expense does not directly reflect our ongoing operating performance. The Company’s computation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies, and you are cautioned not to place undue reliance on this information. For reconciliation to Net Income, see Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2023.


TOTAL DEBT + FINANCE LEASES	CASH & CASH EQUIVALENTS	NET DEBT

$768 million	$556 million	$212 million

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Information as of December 31, 2023.

•

Net Debt is calculated as the sum of total debt and finance leases less cash and cash equivalents.

TABLE OF CONTENTS



BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			1

Status as a Controlled Company			1

Composition of our Board of Directors			1

SEC Form DEF 14A filed by Excelerate Energy Inc.