Excelerate Energy, Inc.
For the period ended Apr 16, 2026. Filed Apr 16, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 16, 2026 · Filed Apr 16, 2026
Contents
Cover page
Show cover page
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 Rules 14a-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 4, 2026
9:00 AM Central Time
www.proxydocs.com/EE
To Our Stockholders:
We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Excelerate Energy, Inc. (“Excelerate” or the “Company”) on Thursday, June 4, 2026 at 9:00 AM Central Time, online via live audio webcast by visiting www.proxydocs.com/EE (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, 2026 (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 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 7, 2026 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, 2025 (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, 2026.
All stockholders of record as of the record date are cordially invited to attend our Annual Meeting, conducted virtually via live audio webcast at www.proxydocs.com/EE. 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.proxydocs.com/EE. 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 register at www.proxydocs.com/EE using their 12-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.proxypush.com/EE 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 12-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 4, 2026. 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 888-491-1002. 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, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON June 4, 2026
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, 2025 carefully before voting.
Meeting Information
| Date: | Thursday, June 4, 2026 |
|---|---|
| Time: | 9:00 AM Central Time |
| Virtual Meeting: | www.proxydocs.com/EE |
| Record Date: | April 7, 2026 |
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 48 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 | |
|---|---|---|
| To vote before the meeting, visit www.proxypush.com/EE. To vote at the meeting, visit www.proxydocs.com/EE. You will need the control number printed on your notice, proxy card or voting instruction form. | Dial toll-free (866-625-7841) 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, 2026.
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 |
|---|---|
| DirectorElection | 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 2025 compensation of our named executive officers 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, 2026 (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, 2026. |
Board Nominees
| Name | Age | Director Since | Occupation | Independent | Committee Memberships | Other Public Boards |
|---|---|---|---|---|---|---|
| Nisha D. Biswal | 57 | 2025 | Partner at The Asia Group | Yes | ACNCGC (Chairperson) | None |
| Deborah L. Byers | 64 | 2022 | Former Partner of Ernst & Young LLP | Yes | AC (Chairperson)† | Kinetik Holdings Inc., DTE Energy Company |
| Paul T. Hanrahan | 68 | 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†CC (Chairperson) | None |
| Steven M. Kobos | 61 | 2021 | President, Chief Executive Officer and Director, Excelerate Energy, Inc. | None | None | |
| Don P. Millican | 73 | 2022 | Former Vice President & Chief Financial Officer of Kaiser-Francis Oil Company | None | None | |
| Tyler D. Todd | 38 | 2024 | Senior Vice President of Business Development at Kaiser-Francis Oil Company | CCNCGC | None | |
| Robert A. Waldo | 50 | 2022 | President of Kaiser-Francis Oil Company | CCNCGC | BOK Financial Corporation |
AC: Audit Committee
CC: Compensation Committee
NCGC: Nominating and Corporate Governance Committee
† Audit Committee Financial Expert
Fiscal 2025 Financial Performance Highlights
*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. We adjust net income for the items listed above to arrive at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. This measure has limitations as certain excluded items are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. For the foregoing reasons, Adjusted EBITDA has significant limitations that affect its use as an indicator of our profitability and valuation, 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, 2025.
Information as of December 31, 2025.
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 | |
| PROPOSAL 1—ELECTION OF DIRECTORS | 3 | |
| Nominees for Director | 4 | |
| Director Independence | 7 | |
| Board Leadership Structure | 7 | |
| Executive Sessions | 7 | |
| Board Qualifications | 7 | |
| Procedures for Recommending Individuals to Serve as Directors | 8 | |
| Committees of the Board of Directors | 8 | |
| Risk Oversight | 10 | |
| Stockholder Engagement | 11 | |
| Sustainability and Corporate Responsibility | 11 | |
| Communications with Directors | 12 | |
| Code of Conduct and Ethics | 12 | |
| Corporate Governance Guidelines | 12 | |
| Insider Trading Policy and Prohibitions and Restrictions on Hedging and Pledging Transactions | 13 | |
| 2025 Director Compensation | 13 | |
| EXECUTIVE OFFICERS | 14 | |
| PROPOSAL 2 —NON-BINDING, ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 16 | |
| COMPENSATION DISCUSSION & ANALYSIS | 17 | |
| Summary of 2025 Performance Achievements | 17 | |
| Compensation Philosophy, Objectives & Elements | 17 | |
| Setting Executive Compensation | 19 | |
| 2025 Compensation Decisions | 20 | |
| Other Compensation Items | 24 | |
| Compensation Arrangements | 25 | |
| Other Compensation Matters | 25 | |
| COMPENSATION COMMITTEE REPORT | 26 | |
| EXECUTIVE COMPENSATION TABLES | 27 | |
| Summary Compensation Table | 27 | |
| Grants of Plan-Based Awards | 28 | |
| Outstanding Equity Awards at Fiscal Year-End | 29 | |
| Option Exercises and Stock Vested | 30 | |
| Nonqualified Deferred Compensation Plan | 30 | |
| Potential Payments Upon Termination or a Change in Control | 31 | |
| EQUITY COMPENSATION PLAN INFORMATION | 33 |
i
| CEO PAY RATIO | 33 |
|---|---|
| PAY VERSUS PERFORMANCE | 34 |
| Description of Certain Relationships between Information Presented in the Pay versus Performance Table | 35 |
| Financial Performance Measures | 36 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 37 |
| Principal Accountant Fees and Services | 37 |
| Pre-Approval of Audit and Non-Audit Services Policy | 37 |
| AUDIT COMMITTEE REPORT | 37 |
| PROPOSAL 3—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 38 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 39 |
| Procedures for Review and Approval of Related Person Transactions | 39 |
| Related Person Transactions | 39 |
| Indemnification Agreements | 45 |
| BENEFICIAL OWNERSHIP OF SECURITIES | 46 |
| QUESTIONS & ANSWERS ABOUT THE ANNUAL MEETING | 48 |
| OTHER MATTERS | 51 |
| Other Business | 51 |
| Submission of Stockholder Proposals for the 2027 Annual Meeting | 51 |
| Householding Information | 51 |
| Where You Can Find More Information | 51 |
Forward-Looking Statements and Website References
This document includes forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact, including statements regarding our environmental and other sustainability plans and goals, and the inclusion of such statements or references to “materiality” (for sustainability and corporate responsibility purposes) is not an indication that these contents are necessarily material to investors or required to be disclosed under the rules of the SEC. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, including the risk factors that we identify in our SEC filings, and actual results may differ materially from the results discussed in such forward-looking statements. We undertake no duty to update publicly any forward-looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority. In addition, our sustainability initiatives are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
ii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.