Alisa Newman Hood
About Alisa Newman Hood
Executive Vice President and General Counsel at Excelerate Energy (EE). She has served as EVP & General Counsel of EELP since January 2021 and of Excelerate since September 2021, following a secondment as SVP to EELP from May 2019 to December 2020 . She holds a BA from Brown University and a JD from Georgetown University Law Center, where she has been adjunct faculty teaching oil and gas law since 2007 . Company performance factors used in executive pay include Adjusted EBITDA, operating and SG&A expense, safety metrics, and shareholder return; notable 2024 achievements cited for incentive payouts included TSR increasing 117.7% year-over-year, fleet reliability of ~99%, a 15-year SPA with QatarEnergy, and a share repurchase program . For broader Pay vs Performance context, EE reported net income attributable to stockholders of $30.4 million (2023) and $13.3 million (2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EELP (Excelerate Energy LP) | EVP & General Counsel | Jan 2021 – present | Lead legal, governance, and commercial support for global LNG infrastructure |
| Excelerate Energy, Inc. | EVP & General Counsel | Sep 2021 – present | Public-company governance, securities compliance, contracts, risk |
| EELP | Senior Vice President (secondment from Frederic Dorwart, Lawyers PLLC) | May 2019 – Dec 2020 | Built in-house capability pre-IPO; lead complex energy contracts |
| U.S. State Department | Senior Advisor to the U.S. Special Envoy for International Energy Affairs | 2012 – 2016 | Energy diplomacy and policy advisory in international markets |
| Aluminium Bahrain B.S.C. | General Counsel | Dec 2009 – Oct 2012 | Legal leadership at a major industrial exporter |
| Akfel Commodities | General Counsel | Aug 2016 – Sep 2017 | Legal/commercial oversight at Turkey’s largest private gas importer |
| ARTIC (Qatar) | General Counsel | Sep 2017 – Apr 2019 | Corporate legal leadership for diversified investments |
| White & Case LLP | Associate, Project Finance & Energy | Early career | Structured project finance and energy transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Georgetown University Law Center | Adjunct Faculty (Oil & Gas Law) | 2007 – present | Academic teaching in energy law |
Fixed Compensation
| Year | Base Salary ($) | Target STIP (% of Salary) | Notes |
|---|---|---|---|
| 2022 | $455,000 | 65% | Target increased following IPO program establishment |
| 2023 | $455,000 | 65% | No change in base; STIP weights updated |
| 2024 | $455,000 | 65% | Committee maintained Alisa’s target at 65% for 2024 |
Retention and other bonuses disclosed in SCT:
- 2022 Bonus: $68,250 (includes retention award installment)
- 2023 Bonus: $68,250 (includes retention award installment)
Performance Compensation
Short‑Term Incentive (STIP) Payouts
| Year | Base Salary ($) | Target STIP (%) | Target Award ($) | Actual Payout ($) |
|---|---|---|---|---|
| 2023 | $455,000 | 65% | $295,750 | $365,700 |
| 2024 | $455,000 | 65% | $295,750 | $377,300 |
STIP metric design and weights:
- 2023: Incentive Adjusted EBITDA 50%; G&A and Operating Expenses 15%; Safety Performance 15%; Individual & Strategic 20% .
- 2024: Incentive Adjusted EBITDA 50%; Incentive Operating Expenses 7.5%; SG&A Expenses 7.5%; Safety Performance 15%; Individual & Strategic 20% .
- 2025 program: Incentive Adjusted EBITDA 45%; Business Development 25%; Safety Performance 10%; Individual & Strategic 20% .
Illustrative 2022 STIP company metrics and results:
| Metric | Weighting | Threshold | Target | Maximum | Actual | Achievement (% of Target) | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 45% | $189.7M | $271.0M | $325.2M | $294.9M | 109% | 54.9% |
| Operating & G&A | 10% | $324.0M | $270.0M | $216.0M | $275.3M | 98% | 9.4% |
| Capital Expenditures | 10% | $23.2M | $19.3M | $17.4M | $19.2M | 100% | 10.1% |
| Safety Metrics (composite) | 15% | N/A | N/A | N/A | Various | 120% | 18% |
| Final achievement prior to individual/strategic goals | — | — | — | — | — | — | 92.4% |
2024 achievements used in payout calibration included TSR +117.7% YoY, 99% fleet reliability, QatarEnergy SPA, and share buybacks .
Long‑Term Incentive (LTI) Equity
Design evolution:
- 2023 awards: 50% RSUs (3‑year ratable vesting) + 50% PSUs (3‑year performance period) with two equally weighted tranches: Relative TSR and Incentive Adjusted EBITDA (Jan 1, 2023–Dec 31, 2025) .
- 2024 awards: PSUs measure Absolute TSR (ATSR) over Jan 1, 2024–Dec 31, 2026 (50%) and Relative TSR vs Vanguard Energy ETF constituents (50%); RSUs continue 3‑year ratable vest .
Grant detail for Alisa:
| Grant Year | Award Type | Grant Date | Quantity (Target) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2023 | RSU | 3/31/2023 | 7,516 | $162,496 |
| 2023 | PSU – Relative TSR | 3/31/2023 | 3,758 target; payout 0–200% | $106,953 |
| 2023 | PSU – Incentive Adjusted EBITDA | 3/31/2023 | 1,252 target; payout 0–200% | $34,104 |
| 2024 | RSU | 3/5/2024 | 14,176 | $212,498 |
| 2024 | PSU – prior tranche accounting (Year 2 EBITDA from 2023 program) | 3/1/2024 | 1,253 target | $19,672 |
| 2024 | PSU – TSR (ATSR/RTSR) | 3/5/2024 | 7,088 target (two tranches), max 14,176 each | $107,312; $133,892 |
PSU payout curve (Relative TSR) example:
| Percentile Rank | Payout % of Target TSR PSUs |
|---|---|
| <25th | 0% |
| 50th | 100% |
| 70th | 150% |
| 90th+ | 200% |
Equity Ownership & Alignment
Beneficial ownership (Class A common):
| As-of Date | Shares Owned | % of Class A |
|---|---|---|
| Apr 4, 2023 | 1,777 | * (<1%) |
| Apr 8, 2024 | 5,206 | * (<1%) |
| Apr 14, 2025 | 11,602 | * (<1%) |
Outstanding equity awards (as of Dec 31, 2023):
| Award | Grant Date | Status | Quantity | Exercise/Notes |
|---|---|---|---|---|
| Stock Options | 4/13/2022 | Exercisable | 1,777 | $24.00; expire 4/13/2032 |
| Stock Options | 4/13/2022 | Unexercisable | 7,112 | $24.00; expire 4/13/2032 |
| RSUs | 3/31/2023 | Unvested | 7,516 | Market value basis $15.46 at 12/29/2023 |
| PSUs – TSR (threshold shown) | 3/31/2023 | Unearned | 1,879 | PSU payouts 0–200% |
| PSUs – EBITDA (max shown) | 3/31/2023 | Unearned | 2,504 | PSU payouts 0–200% |
Option exercises and stock vested:
- 2024: RSUs vested 2,505 shares; value realized $40,130; no option exercises .
- 2023: No option exercises or stock vesting reported for NEOs .
Ownership policy and pledging/hedging:
- Stock ownership guidelines: Other executive officers must hold 2x base salary; five years to comply; once met, must maintain; until met, must hold 75% of Net Shares from equity awards .
- Hedging and pledging prohibited for officers and employees; no margin accounts .
- Compliance status: Each NEO has achieved or is on track within the required period .
Employment Terms
Severance and change‑of‑control economics (as of Dec 31, 2024):
| Scenario | Cash Severance | Benefits Continuation | Outplacement | Accelerated Options | Accelerated RSUs | Accelerated PSUs | Total |
|---|---|---|---|---|---|---|---|
| Death/Disability | $0 | $0 | $0 | $33,338 | $580,407 | $656,183 | $1,269,927 |
| Termination w/o Cause or Resign for Good Reason (not CIC) | $1,126,125 | $2,375 | $10,000 | $0 | $0 | $0 | $1,138,500 |
| Termination w/o Cause or Resign for Good Reason (in CIC) | $1,501,500 | $3,167 | $10,000 | $33,338 | $580,407 | $656,183 | $2,784,594 |
Notes:
- Accelerated option values calculated using $30.25 market price vs $24.00 strike .
- EE indicates “Termination without Cause or Resignation for Good Reason in Connection with a Change in Control,” implying a double‑trigger design for CIC benefits .
Other terms and governance:
- No employment agreement; initial compensation via offer letters .
- Clawback & forfeiture policies cover equity and incentive comp for restatements and egregious conduct; separate mandatory Dodd‑Frank 10D‑1 clawback for restatements with 3‑year lookback beginning Oct 2, 2023 .
- Equity grant timing: typically first‑quarter board approvals post‑10‑K; interim grants possible for hires/promotions/retention .
Compensation Structure Analysis
- Pay mix shift: 2024 stock awards for Alisa rose to $473,375 from $303,553 in 2023, while base salary remained $455,000; STIP increased to $377,300 from $365,700, reflecting higher equity weighting and strong performance-driven cash payouts .
- Program design migrated from options (IPO grants, 5‑year vest) to RSUs/PSUs emphasizing TSR and EBITDA/ATSR/RTSR, aligning pay with shareholder returns and operational discipline .
- Limited perquisites and no tax gross‑ups; 401(k) contributions disclosed; All Other Compensation for Alisa was $14,473 in 2024 .
Equity Ownership & Alignment Signals
- Beneficial ownership increased from 1,777 shares (2023) to 11,602 shares (2025) while remaining <1% of Class A; option exercises were absent in 2023–2024; RSU vesting occurred with value realized in 2024, and policy requires holding 75% of Net Shares until guideline met—mitigating near‑term selling pressure .
- Hedging/pledging prohibitions and clawbacks strengthen alignment and reduce governance risk .
Performance & Track Record
- 2024 outcomes used in STIP: TSR +117.7% YoY, 99% fleet reliability, 3,000 safe STS operations, long‑term SPA with QatarEnergy, mid‑term Atlantic LNG supply win, and share repurchases—indicating meaningful execution against growth and reliability objectives .
- Key incentive performance measures across years: Adjusted EBITDA, OpEx/SG&A, Safety; PSUs tied to absolute and relative TSR vs Vanguard Energy ETF peers .
Compensation Peer Group
- Peer group established with Meridian; 2024 peers spanned energy transport, services, and marine with continued use in 2025 (with removals for M&A). Pay targeted in competitive range with discretion based on role/performance/retention . For LTI performance, TSR measured vs Vanguard Energy ETF constituents .
Investment Implications
- Strong pay‑for‑performance alignment: STIP and PSU designs directly tied to EBITDA and TSR; 2024 payouts and elevated equity grants reflect performance momentum and a strategic shift to shareholder return focus .
- Retention risk appears contained: five‑year ownership compliance window with 75% Net Shares retention requirement; no hedging/pledging; no employment contract guarantees; CIC benefits are double‑trigger with defined accelerations—balancing retention economics and shareholder protections .
- Trading signals: absence of option exercises and mandated share retention reduce near‑term selling pressure; RSU/PSU vesting schedules and TSR‑linked PSUs create incentives to sustain performance through 2026 .