Deborah L. Byers
About Deborah L. Byers
Deborah L. Byers, age 63, has served on Excelerate Energy’s board since 2022. She retired after 36 years at Ernst & Young LLP, where she held senior leadership roles, and is a Certified Public Accountant with deep energy-sector and financial expertise. At EE, she is an independent director, chairs the Audit Committee, and has been designated an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Americas Industry Leader | Jul 2018–Jul 2022 | Oversaw market and growth strategy across Energy, Industrials, Consumer, Technology, Healthcare, Real Estate, PE, Government |
| Ernst & Young LLP (EY) | Houston Office Managing Partner; U.S. Energy Leader | Jul 2013–Jul 2018 | Led U.S. Energy practice; global energy market engagement |
| Ernst & Young LLP (EY) | Managing Partner, Southwest Region Strategy & Transactions | Jul 2008–Jul 2013 | Led transactions unit; energy investment phases support |
| Ernst & Young LLP (EY) | Partner (admitted Oct 1997); joined firm | 1986–2022 | Senior leadership and sector expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kinetik Holdings Inc. | Director | Since Jul 2022 | Public company board service |
| Civitas Resources, Inc. | Director | Since Feb 2023 | Public company board service |
| DTE Energy Company | Director | Since Sep 2023 | Public company board service |
Board Governance
- Independence: Board affirmed Byers is independent under NYSE rules and Exchange Act Rule 10A-3 .
- Committee assignments: Audit Committee (Chair; financial expert), with members Nisha D. Biswal and Paul T. Hanrahan; all Audit Committee members are independent .
- Audit Committee oversight scope: Financial reporting integrity, auditor selection/oversight, internal controls, disclosure controls, ERM including cybersecurity/AI risks, related-party transactions policy oversight, whistleblower procedures .
- Audit engagement pre-approval: Audit Committee policy with delegated authority to the chair to pre-approve services up to $500,000 per engagement/category/over-budget services .
- Attendance and engagement:
- Board met 6 times in 2024; Audit Committee met 4 times; no incumbent director attended fewer than 75% of applicable meetings .
- Independent directors held executive sessions quarterly in 2024; board also holds at least one executive session of independent directors annually .
- All then-sitting directors attended the 2024 Annual Meeting .
- Chair/leadership: Roles of Chair and CEO are separated; Don P. Millican serves as Chair per Stockholder’s Agreement .
Governance context: EE is a “controlled company” under NYSE rules (Kaiser controls ~72.6% of voting power). EE relies on controlled company exemptions, so the Compensation and Nominating & Corporate Governance Committees include non-independent members designated by the controlling holder, which is a structural governance risk. A 2024 Waiver Agreement limited certain consent and board composition rights in light of the Moelis decision, but controlled company status remains a key consideration for investors .
Fixed Compensation
| Component | 2024 Amount | 2025 Program Change |
|---|---|---|
| Annual cash retainer (independent directors) | $60,000 | Increased to $75,000 |
| Audit Committee Chair retainer | $20,000 | Increased to $23,000 |
| Equity retainer (RSUs; one-year vest) | $125,000 grant-date value | No structural change disclosed (still annual RSUs) |
| Director | Fees Earned/Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Deborah L. Byers | $80,000 | $125,002 | $205,002 |
Notes:
- Independent directors may elect to defer cash and/or RSUs under the Deferred Compensation Plan .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual director equity | RSUs (time-based) | None (no performance metrics disclosed for directors) | 100% on one-year anniversary of grant |
No options or performance stock units are disclosed for non-employee directors; compensation is a mix of fixed cash and time-based RSUs .
Other Directorships & Interlocks
| External Public Boards | Potential Interlocks with EE Customers/Suppliers | Committee Roles Elsewhere |
|---|---|---|
| Kinetik Holdings Inc.; Civitas Resources, Inc.; DTE Energy Company | Not disclosed in EE proxy | Not disclosed in EE proxy |
Expertise & Qualifications
- CPA; designated Audit Committee Financial Expert; extensive financial/accounting literacy .
- Deep energy sector knowledge and leadership experience across global energy markets and investment phases .
- BBA from Baylor University .
Equity Ownership
| Holder | Beneficial Ownership (Class A) | % of Shares Outstanding | Notes |
|---|---|---|---|
| Deborah L. Byers | 22,888 shares* | <1% | Includes 22,888 vested RSUs deferred in the deferred comp plan |
| Unvested RSUs (as of 12/31/2024) | Count |
|---|---|
| Byers | 10,370 |
Policies:
- Hedging & pledging of company securities are prohibited for directors, officers, employees, and controlled entities .
- Stock ownership guidelines: Independent directors must hold equity equal to 5x annual cash retainer (five-year compliance window; counts most full-value awards, excludes options and unearned PSUs) .
Governance Assessment
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Strengths:
- Independent director; Audit Committee Chair with financial expert designation—strong anchor for financial reporting oversight .
- High board/committee engagement; regular executive sessions of independent directors .
- Robust insider trading policy banning hedging/pledging; director ownership guidelines strengthen alignment .
- Audit Committee pre-approval controls and clear auditor oversight; committee authored Audit Committee Report (signed by Byers as Chair) .
-
Risks and RED FLAGS:
- Controlled company governance: Compensation and Nominating committees include non-independent, Kaiser-affiliated directors; reliance on NYSE controlled company exemptions reduces minority shareholder protections (RED FLAG) .
- Related-party structures and agreements (TRA, EELP LPA, Stockholder’s Agreement) create potential for conflicts and liquidity constraints; oversight falls to Audit Committee but structural exposure persists .
- Concentrated voting power (~72.6% by Kaiser) limits outcomes of stockholder votes and board elections regardless of minority investor sentiment (RED FLAG) .
-
Alignment:
- Byers’ mix of cash and RSUs (time-based), deferred equity holdings, and ownership guidelines indicate moderate alignment with shareholder interests without performance pay for directors .
Overall: Byers enhances board effectiveness through audit leadership and sector-financial expertise. However, EE’s controlled company status and committee composition diminish traditional governance checks, requiring continued scrutiny of related-party exposure and committee independence despite the 2024 Waiver Agreement’s limitations on certain rights .