Don P. Millican
About Don P. Millican
Independent director and Chairperson of the Board at Excelerate Energy, Inc. (EE); age 72; director since April 2022. Former Vice President & Chief Financial Officer of Kaiser-Francis Oil Company (retired July 2024); previously CFO of Excelerate Energy Limited Partnership (EELP) and an Ernst & Young LLP partner; Certified Public Accountant with a bachelor’s in accounting from the University of North Texas .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Excelerate Energy, Inc. | Director; Chairperson of the Board | Director since Apr 2022; Chair at time of proxy | Chair designated under Stockholder’s Agreement; chairs non-management executive sessions . |
| Excelerate Energy Limited Partnership (EELP) | Chief Financial Officer | Dec 2003–May 2008 | Pre-IPO operating entity; prior CFO experience within Excelerate group . |
| Kaiser-Francis Oil Company | Vice President & Chief Financial Officer | Retired July 2024 | Affiliate of controlling stockholder George B. Kaiser; senior roles across Kaiser-controlled entities . |
| Ernst & Young LLP | Partner | 1982–2003 | Senior leadership in international public accounting . |
External Roles
| Organization | Role | Tenure | Type/Committees/Impact |
|---|---|---|---|
| George Kaiser Family Foundation | Director | Named Oct 2024 | Non-profit board; link to controlling stockholder ecosystem . |
| Memjet, Ltd. | Director | Current | Private company directorship . |
| Memjet Home and Office, Inc. | Director | Current | Private company directorship . |
| Oklahoma Christian University | Board of Trustees (former Chairman) | — | Academic/non-profit governance experience . |
Board Governance
- Status: EE is a “controlled company” under NYSE rules; George B. Kaiser controls ~72.6% voting power via EE Holdings, enabling designation of board chair and director nominees; EE relies on controlled-company exemptions for committee independence requirements .
- Independence: Board affirmatively determined only Nisha D. Biswal, Deborah L. Byers, and Paul T. Hanrahan are independent under NYSE and Rule 10A-3; Millican is not listed as independent and is a Kaiser affiliate/designee .
- Committee assignments: Millican serves as Board Chair; not a member of Audit, Compensation, or Nominating & Corporate Governance committees .
- Committee leadership: Audit chaired by Byers; Compensation and Nominating & Corporate Governance chaired by Hanrahan (with non-independent members due to controlled-company status) .
- Executive sessions & attendance: Non-management director executive sessions held at least quarterly and chaired by the board chair; independent directors met in executive session quarterly in 2024; board held 6 meetings; no incumbent director attended <75% of meetings; all seven then-sitting directors attended the 2024 annual meeting .
- Related-party transaction oversight: Audit Committee (independent members) reviews and approves related person transactions under written policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $0 | Directors affiliated with Kaiser (including Millican) do not receive board compensation . |
| Committee Membership/Chair Fees | $0 | Not on committees; Kaiser-affiliated directors do not receive fees . |
| Meeting Fees | $0 | No separate meeting fees disclosed; Kaiser-affiliated directors not compensated . |
| 2025 Director Policy Update (context) | — | Independent director retainer increased to $75,000; chair retainers to $23,000 (Audit), $17,000 (Comp), $15,000 (NCGC); not applicable to Millican . |
Performance Compensation
| Component | Metric | Terms | Millican Eligibility |
|---|---|---|---|
| Annual Director RSUs (Independent Directors) | Time-vested RSUs | Vests after one year; grant date value $125,000 (2024) | Not eligible; Kaiser-affiliated directors do not receive equity grants . |
| Options/PSUs (Directors) | — | No performance-based director awards disclosed | Not applicable . |
Other Directorships & Interlocks
- Public company boards: None disclosed for Millican .
- Interlocks: Multiple EE directors are Kaiser affiliates (Todd, Waldo), with EE Holdings designating Millican, Kobos, Todd, Waldo; consent/nomination rights persist under Stockholder’s Agreement, concentrating influence of controlling stockholder .
- Related party exposure: Kaiser–MARAD guarantee and LOC tied to Northeast Gateway operations with EELP indemnification and fees; underscores ongoing transactions with Kaiser affiliates under Audit Committee oversight .
Expertise & Qualifications
- CPA; extensive financial/accounting expertise; energy industry experience; senior executive leadership; strategy/M&A; operational/safety; risk management; sustainability/geopolitical knowledge per board skills matrix .
Equity Ownership
| Holder | Class A Shares Owned | % of Class A Outstanding | Class B Shares Owned | Voting Power |
|---|---|---|---|---|
| Don P. Millican | 6,700 | <1% | — | <1% of total voting power . |
- Ownership guidelines: Apply to independent directors (5x annual cash retainer) and executive officers; Millican is not independent and thus not subject to the independent director guideline; company also prohibits hedging and pledging by directors .
- Note: Attempted to retrieve Form 4 insider trades for Millican; data unavailable due to authorization error. Beneficial ownership per proxy used .
Governance Assessment
- Strengths: Chair experience; deep financial/energy background; independent Audit Committee with financial experts; robust hedging/pledging prohibitions; clawback policies aligned with NYSE Rule 10D-1; strong attendance and regular executive sessions .
- Concerns/RED FLAGS:
- Controlled company: Kaiser controls ~72.6% voting; Stockholder’s Agreement grants nomination and consent rights, including chair designation and major transaction approvals—elevated governance risk from concentrated control .
- Independence: Millican is a Kaiser affiliate and not independent; Compensation and NCGC committees include non-independent directors under controlled-company exemptions—potential for perceived conflicts in pay and governance decisions .
- Related-party transactions: Ongoing arrangements with Kaiser (MARAD guarantee, LOC, indemnities) create recurring related-party exposure requiring vigilant oversight .
- Ownership alignment: Millican’s disclosed direct ownership is modest (6,700 Class A shares); he does not receive director equity grants, reducing direct market-based alignment versus independent peers .
Overall, Millican’s financial acumen and long-tenured operational familiarity benefit board effectiveness, but the controlled-company structure, affiliated status, and committee composition warrant heightened attention from investors regarding potential conflicts and governance safeguards .