Dana A. Armstrong
About Dana A. Armstrong
Dana A. Armstrong (age 53) is Executive Vice President and Chief Financial Officer of Excelerate Energy (EE) and its operating partnership, serving as CFO of EELP since April 2020 and of Excelerate since September 2021; she previously held senior finance roles at Scientific Drilling International (SVP & CFO, 2015–2020), ION Geophysical (2007–2015, including VP & Treasurer), and earlier positions at Thermo Fisher Scientific; she holds a B.S. in Accounting and an MBA from the University of Houston and is a licensed CPA . In 2024, Excelerate posted record net income of $153 million and record Adjusted EBITDA of $348 million, and increased its quarterly dividend 140% to $0.06, while TSR increased 117.7% year-over-year, framing Armstrong’s pay-for-performance context . She also serves as a director of Great Lakes Dredge & Dock Corporation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Excelerate Energy Limited Partnership (EELP) | EVP & Chief Financial Officer | Apr 2020–present | Led public-company readiness and capital markets access; helped deliver record profitability in 2024 . |
| Excelerate Energy, Inc. | EVP & Chief Financial Officer | Sep 2021–present | Stewarded balance sheet and dividend increases; oversaw incentives tied to EBITDA, costs, safety, and TSR . |
| Scientific Drilling International | SVP & Chief Financial Officer | 2015–2020 | Senior finance leadership at energy services manufacturer . |
| ION Geophysical | Various roles incl. VP & Treasurer | 2007–2015 | Leadership across treasury and finance at technology-driven geophysical firm . |
| Thermo Fisher Scientific | Senior financial leadership roles | Prior to 2007 | Senior finance roles at a global life sciences leader . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Great Lakes Dredge & Dock Corporation | Director | Current | External board seat expands industry perspective and governance experience . |
Fixed Compensation
- Base salary: $460,000 in 2024 (up 8% from $425,000 in 2023) to better align with market benchmarks .
- No individual employment agreement; compensation established via offer letter and annual committee decisions .
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 400,000 | 425,000 | 460,000 |
| All Other Compensation ($) | 12,890 | 13,873 | 14,473 |
Summary Compensation (NEO disclosure):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 400,000 | 270,000 | 310,500 | 12,890 | 1,047,240 |
| 2023 | 425,000 | 607,133 | 342,100 | 13,873 | 1,441,956 |
| 2024 | 460,000 | 866,688 | 417,200 | 14,473 | 1,758,361 |
Performance Compensation
- 2024 STIP target: 70% of base salary (up from 65% in 2023); 2024 payout: $417,200 (approx. 128% of target), reflecting strong performance .
- 2024 STIP metrics and weightings: Incentive Adjusted EBITDA (50%), Incentive Operating Expenses (7.5%), SG&A (7.5%), Safety Performance (15%), Individual & Strategic Goals (20%) .
- Metric results and weightings:
| Metric (2024) | Weight | Threshold ($mm) | Target ($mm) | Stretch ($mm) | Max ($mm) | Actual ($mm) | Achievement vs Target | Weighted Payout |
|---|---|---|---|---|---|---|---|---|
| Incentive Adjusted EBITDA | 50% | 259 | 323 | 356 | 372 | 338 | 105% | 61.5% |
| Incentive Operating Expenses | 7.5% | 223 | 202 | 182 | 172 | 201 | 101% | 7.8% |
| SG&A Expenses | 7.5% | 109 | 99 | 89 | 85 | 94 | 105% | 9.5% |
| Safety Performance | 15% | — | — | — | — | — | 125% factor | 18.8% |
| Pre-Individual Subtotal | 92.5% | — | — | — | — | — | — | 97.6% |
| Individual & Strategic Goals | 20% | — | — | — | — | — | 135–160% range | Part of final award |
- 2025 STIP changes: Replaced Operating Expense and SG&A with a Business Development metric (weights: EBITDA 45%, Business Development 25%, Safety 10%, Individual 20%) .
Long-Term Incentives:
- 2024 annual LTI awards (grant date March 5, 2024; price $14.99): RSUs 25,851 ($387,500) vest ratably over 3 years; PSUs 25,851 target ($387,500) cliff vest after a 3-year performance period (Jan 1, 2024–Dec 31, 2026), split 50% Absolute TSR (ATSR) and 50% Relative TSR (RTSR) vs Vanguard Energy ETF constituents; earned 0–200% of target; certification anticipated Feb 2027 .
- ATSR payout scale: <10% annualized TSR = 0%; 10% = 50%; 15% = 100%; ≥20% = 200% .
- RTSR payout scale: <25th percentile = 0%; 25th = 50%; 50th = 100%; 60th = 125%; 70th = 150%; 80th = 175%; ≥90th = 200%; capped at 100% if absolute TSR negative .
- 2024 design change: replaced Incentive Adjusted EBITDA PSUs with ATSR PSUs to reduce overlap with STIP .
Equity Ownership & Alignment
- Beneficial ownership (as of April 14, 2025): 26,353 Class A shares; includes options to purchase 12,000 shares vesting within 60 days; ownership <1% of Class A outstanding .
- Stock ownership guidelines: CFO required to hold 3x base salary; NEOs have achieved or are on track within a 5-year window; retention of 75% of net shares until compliant .
- Hedging and pledging: Prohibited for directors, officers, and employees (no short sales, options, swaps, collars, exchange funds; no pledging/margin) under Insider Trading Policy .
- 2024 equity activity: No option exercises by any NEO; Armstrong had 5,011 RSUs vest (value realized $80,276) .
- Outstanding awards at 12/31/2024 (select):
- Stock options: 8,000 exercisable / 12,000 unexercisable; strike $24.00; exp. 4/13/2032 .
- RSUs unvested: 25,851 (2024 grant) .
- PSUs unearned: 25,852 (ATSR target) and 25,850 (RTSR target) from 2024 grant; plus remaining tranches from 2023 award structure (shown at SEC presentation values) .
Employment Terms
- No individual employment agreement; covered by Excelerate’s Executive Severance Plan and Change in Control Severance Plan .
- Severance (without CIC): 1.5x base salary + target bonus (CFO level), pro rata target bonus for year of termination, 18 months medical/dental/vision continuation (or cash in lieu), outplacement up to $10,000; subject to release .
- CIC severance (within 24 months): 2.0x base salary + target bonus (CFO level), pro rata target bonus, 24 months medical/dental/vision continuation, outplacement up to $10,000 .
- Equity treatment: Upon death/disability, all unvested RSUs vest and PSUs vest at target; upon qualifying CIC termination, options/RSUs vest in full, PSUs vest at greater of target or actual through CIC date .
- Potential payments at 12/31/2024 (Armstrong):
- Death/Disability: $2,396,869 total (incl. $1,085,158 RSU acceleration; $1,236,711 PSU at target; options $75,000) .
- Termination without cause/good reason (no CIC): $1,221,983 total .
- Qualifying CIC termination: $4,022,846 total .
- Clawbacks: Broad Clawback and Forfeiture Policy (restatements, materially inaccurate metric calculations, egregious conduct); plus NYSE Dodd-Frank 10D-1 clawback for erroneously awarded incentive comp (3-year lookback, effective Oct 2, 2023) .
Company Performance Context
Annual fundamentals:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 2,472,973,000 | 1,158,963,000 | 851,437,000 |
| EBITDA ($) | 292,392,000* | 326,702,000* | 315,790,000* |
| Net Income ($) | 13,323,000 | 30,412,000 | 32,878,000 |
Quarterly trends (oldest → newest):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | 274,572,000 | 315,090,000 | 204,556,000 | 391,044,000 |
| EBITDA ($) | 83,286,000* | 87,836,000* | 69,387,000* | 119,948,000* |
| Net Income ($) | 10,927,000 | 11,387,000 | 4,729,000 | 13,952,000 |
Values retrieved from S&P Global for metrics marked with *.
Strategic/operational highlights:
- 2024 achievements included record net income, record Adjusted EBITDA, 99.9% fleet reliability, safety outperformance, and 3,000th LNG STS transfer; dividend raised to $0.06 quarterly .
- 2025 business updates: CFO outlined Hull 3407 newbuild placement and Iraq project economics (EBITDA build multiple 4.5x–5x), Petrobangla–QatarEnergy 15-year supply deal (~$15M incremental EBITDA in 2026–2027; ~$18M from 2028+), and Jamaica/Caribbean growth adding ~$80–110M EBITDA over 5 years .
Compensation Structure Analysis
- Cash vs equity: 2024 base increased to $460k, but a substantial at-risk mix remains via STIP and PSUs; STIP target raised from 65% to 70% to heighten performance sensitivity .
- Shift in LTI risk: 2024 PSU design moved from EBITDA + RTSR to ATSR + RTSR, increasing direct alignment with shareholder returns and reducing overlap with annual cash metrics .
- Risk controls: Strict anti-hedging/pledging policy and dual clawbacks (Company policy and Dodd-Frank) enhance pay governance; no tax gross-ups on perquisites .
- Ownership alignment: CFO guideline 3x salary with holding requirements until met; NEOs are achieved or on track within 5 years .
Risk Indicators & Red Flags
- Controlled company: George B. Kaiser controls ~72.6% of voting power; EE relies on NYSE controlled-company exemptions; a Waiver Agreement modified certain consent/board rights after the Delaware Moelis decision .
- Related-party dynamics: Ongoing agreements (Tax Receivable Agreement, EELP LPA, Registration Rights) are standard for Up-C structures but can influence liquidity and governance; TRA expected future payments $62.1M based on assumptions (payment of $4.0M in Dec 2024) .
- Executive trades: None disclosed in 2024 option exercises; RSU vesting occurred; proxy prohibits hedging/pledging, limiting misalignment risks .
Compensation Peer Group (reference for benchmarking)
- The Compensation Committee benchmarks against a multi-segment energy peer group (e.g., Chart Industries, DT Midstream, EnLink Midstream, Kirby, New Fortress Energy, Western Midstream, among others); 2025 peer list largely unchanged with deletions for M&A .
Equity Vesting Schedules and Insider Selling Pressure
- RSUs: Vest ratably over 3 years from grant (e.g., 3/5/2024 awards) .
- PSUs: Cliff vest after a 3-year period (2024 awards for 2024–2026; certification expected Feb 2027), with 0–200% payout based on ATSR/RTSR .
- Stock options: 5-year ratable vesting from 4/13/2022; $24 exercise price; expire 4/13/2032 .
- 2024 activity indicates no option exercises, suggesting limited realized selling pressure from options in the period; RSU vesting was modest (5,011 shares) .
Investment Implications
- Pay-for-performance alignment: Higher STIP target, TSR-based PSUs (ATSR/RTSR), safety metrics, and cost controls create direct linkage to financial and shareholder outcomes .
- Retention and overhang: Multi-year RSU/PSU schedules support retention; options remain outstanding at $24 strike through 2032, with vesting cadence known (potential future supply upon vesting) .
- Governance and controls: Robust clawbacks and strict anti-hedging/pledging policies mitigate incentive misalignment; however, controlled-company status concentrates voting power, which investors should weigh in governance assessments .
- Performance backdrop: Record profitability in 2024, dividend increase, and disclosed EBITDA contributions from long-term contracts (Bangladesh, Iraq, Jamaica) support visibility; management’s incentive design emphasizes sustaining EBITDA and TSR execution .