David A. Liner
About David A. Liner
Executive Vice President and Chief Operating Officer of Excelerate Energy since January 2023; age 52; B.S. in Ocean Engineering from Florida Institute of Technology; previously 20 years at ExxonMobil’s SeaRiver Maritime in trading, planning, and commercial roles, including a secondment as Chief Commercial and Planning Officer at Qatar Gas Transport Company (Nakilat) . During his tenure, Excelerate delivered record FY2024 net income of $153 million (+21% YoY), record Adjusted EBITDA of $348 million, fleet reliability of 99.9%, and a 117.7% year-over-year increase in TSR; the quarterly dividend was raised 140% to $0.06 per share .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Excelerate Energy | EVP & COO | 2023–present | Leads global operations; 2024 results included 99.9% fleet reliability and outperformance versus plan metrics . |
| Excelerate Energy Limited Partnership | VP, Operations & Maintenance | 2021–2022 | Oversaw fleet operations and maintenance prior to public listing . |
| SeaRiver Maritime (ExxonMobil) | Americas Freight Trading Manager | 2021 | Managed marine freight trading for the Americas . |
| SeaRiver Maritime (ExxonMobil) | Americas Crude & Feedstocks Manager | 2020 | Led crude/feedstock trading operations . |
| SeaRiver Maritime (ExxonMobil) | Planning & Strategy Manager | 2018–2020 | Drove planning and strategic initiatives in marine operations . |
| Qatar Gas Transport Co. (Nakilat) | Chief Commercial & Planning Officer (secondment from ExxonMobil) | 2015–2018 | Led commercial strategy for LNG shipping; integrated planning functions . |
| SeaRiver Maritime / ExxonMobil Development Co. | Various engineering and operational roles | 2001–2015 | Marine engineering and project roles supporting development projects . |
| BMT Designs & Planners | Engineer | 2000–2001 | Naval/ocean engineering . |
| American Bureau of Shipping | Engineer | 1996–2000 | Vessel classification and safety engineering . |
External Roles
No current public company directorships or external board roles disclosed for Mr. Liner in the 2025 proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $400,000 | $460,000 (+15% YoY) |
| Target STIP (% of salary) | 60% | 65% |
| Target STIP ($) | — | $299,000 |
| Actual STIP Paid ($) | — | $387,400 (paid Feb 2025) |
| All Other Compensation ($) | $4,638 | $4,909 (401k $4,219; Life/AD&D $690) |
Performance Compensation
2024 Short-Term Incentive Plan (Company Scorecard)
| Metric | Weight | Threshold | Target | Stretch | Max | Actual | Achievement (% of Target) | Weighted Payout |
|---|---|---|---|---|---|---|---|---|
| Incentive Adjusted EBITDA ($mm) | 50% | 259 | 323 | 356 | 372 | 338 | 105% | 61.5% |
| Incentive Operating Expenses ($mm) | 7.5% | 223 | 202 | 182 | 172 | 201 | 101% | 7.8% |
| SG&A Expenses ($mm) | 7.5% | 109 | 99 | 89 | 85 | 94 | 105% | 9.5% |
| Safety Performance | 15% | — | — | — | — | — | 125% (committee-approved) | 18.8% |
| Subtotal (before Individual Goals) | — | — | — | — | — | — | — | 97.6% |
| Individual & Strategic Goals | 20% | — | — | — | — | — | 135–160% range (NEOs) | — |
Notes: 2025 STIP reweighted to Incentive Adjusted EBITDA 45%, Business Development 25%, Safety 10%, Individual Goals 20% .
2024 Long-Term Incentives (granted March 5, 2024)
| Award Type | Grant Date | Units | Grant Value ($) | Vesting | Performance Metric | Payout Range |
|---|---|---|---|---|---|---|
| RSUs | 3/5/2024 | 20,013 | $300,000 | Ratable over 3 years | — | — |
| PSUs (ATSR) | 3/5/2024 | 20,013 | $300,000 | Cliff after 3-year period (1/1/2024–12/31/2026), settle Feb 2027 | Absolute TSR (10%/15%/20% threshold/target/max) | 0–200% |
| PSUs (RTSR) | 3/5/2024 | — (part of above 20,013 target equally split) | — | Same as above | Relative TSR vs Vanguard Energy ETF constituents; capped at 100% if absolute TSR negative | 0–200% |
| PSUs (Incentive Adj. EBITDA – Year 2 tranche from 2023 grant) | 3/1/2024 | 3,084 | $24,209 grant-date fair value | Vests based on average annual Incentive Adjusted EBITDA over each year of 3-year period | Incentive Adjusted EBITDA | 0–200% |
ATSR payout scale (annualized): <10% = 0%, 10% = 50%, 15% = 100%, ≥20% = 200% . RTSR payout scale: <25th = 0%, 25th = 50%, 50th = 100%, 60th = 125%, 70th = 150%, 80th = 175%, ≥90th = 200% .
2024 RSU Vested Activity
| Shares Vested | Value Realized ($) |
|---|---|
| 3,084 | $49,406 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Class A) | 18,088 shares; less than 1% of outstanding; voting power de minimis (Class A 30,953,124; Class B 82,021,389 as of April 14, 2025) . |
| Stock Ownership Guidelines | Other executive officers: 2x base salary; measurement includes RSUs/PSUs (earned), excludes options; 5-year compliance window; each NEO has met or is on track . |
| Hedging/Pledging | Prohibited for directors, officers, employees, and controlled entities; also prohibits holding in margin accounts . |
| Options Outstanding | 3,200 exercisable; 4,800 unexercisable; strike $24.00; expiry 4/13/2032 . |
| In-the-Money Value (12/31/2024) | Using $30.25 close: Exercisable ≈ $20,000; Unexercisable ≈ $30,000 (consistent with change-in-control valuation methodology) . |
| Unvested RSUs (12/31/2024) | 6,168 (3/31/2023 grant) market value $186,582 ; 20,013 (3/5/2024 grant) market value $605,393 . |
| Unearned PSUs (12/31/2024) | 9,250 (2023 RTSR, shown at max) $279,813 ; 3,084 (2023 PSU Yr1, shown at max) $93,291 ; 3,084 (2024 PSU Yr2, shown at max) $93,291 ; 20,014 (2024 ATSR, shown at max) $605,424 ; 20,012 (2024 RTSR, shown at max) $605,363 . |
| Option Exercises | None in 2024 . |
| Deferred Compensation | Executive contributions in 2024: $189,051; aggregate earnings $19,220; year-end balance $304,332 . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | No employment agreement; initial terms established via offer letter . |
| Severance (No CIC) | 1.5x base salary + target STIP; pro rata target STIP for year of termination; 18 months medical/dental/vision; up to $10,000 outplacement; subject to release . |
| Change-in-Control (Double-Trigger) | 2.0x base salary + target STIP; pro rata target STIP; 24 months medical/dental/vision; $10,000 outplacement; subject to release . |
| Equity Acceleration | Options: full vest and 12-month exercise on death/disability or double-trigger CIC; RSUs: full vest on death/disability or double-trigger CIC; PSUs: target vest on death/disability; greater of target or actual-to-date on double-trigger CIC; no acceleration for terminations outside CIC . |
| Clawbacks | Broad company recoupment policy for misconduct and financial restatements; NYSE 10D-1 mandatory clawback for excess incentive-based compensation over 3-year lookback for restatements (effective Oct 2, 2023) . |
Compensation Structure Analysis
- Year-over-year shift increased base salary (+15%) and lifted target STIP (60% → 65%) to align market medians; overall 2024 STIP payout exceeded target due to EBITDA, cost, and safety outperformance (Mr. Liner’s payout $387,400 vs $299,000 target ≈ 129.6%) .
- LTI moved to 50% RSUs and 50% PSUs tied to ATSR/RTSR, emphasizing stock performance over Adjusted EBITDA to avoid metric overlap with STIP; three-year performance horizon reinforces long-term alignment .
- Hedging/pledging prohibitions and stock ownership guidelines (2x salary requirement) reduce misalignment and selling pressure; no 2024 option exercises reported .
Risk Indicators & Red Flags
- Controlled company status under NYSE rules; compensation and nominating committees not composed entirely of independent directors, which can elevate governance risk; Kaiser controls ~72.6% voting power .
- No tax gross-ups; clawbacks robust; insider hedging/pledging prohibited; limited perquisites; no employment agreement—mitigates several shareholder-unfriendly practices .
- No reported option exercises in 2024 and strong stock performance-linked PSUs reduce short-term sell pressure, but sizable unearned PSUs may create event-driven supply post-certification in 2027 .
Performance & Track Record
| Metric/Outcome | Detail |
|---|---|
| TSR | +117.7% YoY in 2024 . |
| Net Income | $153 million; +21% YoY (record) . |
| Adjusted EBITDA | $348 million (record) . |
| Operational Reliability | Fleet reliability 99.9% (record) . |
| Safety | Exceeded primary safety targets . |
| Strategic Milestones | 3,000th LNG STS transfer; 15-year LNG SPA with QatarEnergy; mid-term Atlantic LNG supply; fixed margin optimization . |
Equity Ownership & Pledging
- Beneficial ownership: 18,088 Class A shares; <1% .
- Pledging/hedging: prohibited for executives and controlled entities .
- Ownership guidelines: 2x salary; compliance achieved or on track within 5 years .
Investment Implications
- Alignment: High variable pay and PSU weighting tied to ATSR/RTSR strengthen pay-for-performance and long-term value creation; 2024 STIP overachievement indicates execution strength in operations and cost control .
- Retention: Competitive salary increase, strong STIP payout, and multi-year equity with cliff PSU vesting through early 2027 reduce near-term attrition risk; severance protections provide stability .
- Trading Signals: No 2024 option exercises and hedging/pledging prohibitions dampen insider selling pressure; monitor PSU certification window (Feb 2027) as a potential supply event; options are in-the-money ($24 strike vs $30.25 year-end price) but remain largely unexercised .
- Governance Risk: Controlled company structure (72.6% voting power) implies reduced committee independence—factor into governance discount and say-on-pay scrutiny; however, clawbacks and prohibition policies mitigate downside alignment risks .