Michael A. Bent
About Michael A. Bent
Michael A. Bent is Vice President, Controller and Chief Accounting Officer at Excelerate Energy (EE). He has served as VP, Controller since May 2021 and was appointed CAO in January 2022; he is 58 years old and a licensed Certified Public Accountant with a bachelor’s degree in accounting and finance from Loyola University New Orleans . During his tenure, EE delivered record FY2024 net income of $153 million (+21% YoY), record Adjusted EBITDA of $348 million, and a 117.7% year-over-year increase in total shareholder return, reflecting strong execution against safety and reliability objectives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exterran Corporation | VP Accounting, Tax & Treasurer | Sep 2019 – Apr 2021 | Led accounting function; tax and treasury responsibilities in a global systems/process company across oil, gas, water and power markets . |
| Exterran Corporation | VP Tax & Treasurer | Mar 2017 – Sep 2019 | Managed tax strategy and treasury; supported corporate finance . |
| Exterran Corporation | VP Finance & Treasurer | Nov 2015 – Mar 2017 | Oversaw finance and treasury; supported capital and liquidity . |
| Exterran Holdings, Inc. (now Archrock Inc.) | Various accounting/finance roles | 2001 – 2015 | Progressively senior roles in accounting/finance supporting energy equipment/services operations . |
| Alpha Technologies Group | Corporate Controller | Pre-2001 | Corporate controllership; financial reporting and controls . |
| Pannell Kerr Foster of Texas | Public Accountant | Early career | Public accounting foundation; audit and accounting experience . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external directorships or public company board roles disclosed in EE’s proxy biographies for Bent . |
Fixed Compensation
- Individual cash compensation for Bent is not itemized in EE’s proxies (Bent is not a Named Executive Officer). Company-wide executive programs relevant to Bent include:
- 401(k) plan with company matching: 100% match up to 3% and 50% match up to 5% of eligible compensation .
- Non-qualified Deferred Compensation Plan available to certain highly compensated employees (participation enumerated for select executives; plan mechanics disclosed) .
- Limited perquisites; no tax gross-ups are provided to offset imputed income to NEOs (policy applies company-wide to executives) .
Performance Compensation
- Short-Term Incentive Plan (executive program design and 2024 outcomes):
- 2024 STIP metrics and weights: Incentive Adjusted EBITDA 50% (revised to 45% for 2025), Incentive Operating Expenses 7.5%, SG&A 7.5%, Safety 15%, Individual/Strategic 20% .
- Company achieved strong STIP results in 2024; details below.
| Metric | Weight | Threshold | Target | Stretch | Maximum | Actual | Achievement vs 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% | N/A | N/A | N/A | N/A | N/A | 125% | 18.8% |
| Final Achievement (pre Individual/Strategic goals) | — | — | — | — | — | — | 97.6% | — |
- Long-Term Incentive Plan (LTI) structure:
- Executive LTI grants comprised of RSUs (three-year ratable vesting) and PSUs (three-year cliff, earned on ATSR and RTSR) beginning with 2024 awards; ATSR payout scale: 10/15/20% annualized TSR yields 50/100/200% of target; RTSR payout scale capped at 100% if absolute TSR is negative .
- 2023 PSU design used RTSR and Incentive Adjusted EBITDA tranches; annual EBITDA sub-tranches set each year .
Equity Ownership & Alignment
- Beneficial Ownership (Bent):
- Holdings disclosed in group footnotes of EE’s beneficial ownership tables.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Class A shares owned (units) | 7,500 | 8,571 |
| Options vesting within 60 days (units) | 1,333 | 2,666 |
- Hedging/Pledging: EE’s Insider Trading Policy prohibits speculative transactions (short sales, puts/calls), hedging (prepaid variable forwards, swaps, collars, exchange funds), and pledging company securities or holding them in margin accounts .
- Stock Ownership Guidelines: Other executive officers are required to hold stock equal to 2x annual base salary; five years from November 7, 2022 or appointment date to reach compliance; 75% net share retention until met .
- Equity Plan Supply: EE’s LTI Plan auto-increases the share pool by 4% of Class A shares outstanding each January 1 (e.g., +1,050,536 shares on Jan 1, 2024) .
Employment Terms
| Policy/Plan | Key Terms |
|---|---|
| Employment agreements | Company discloses it is not party to employment agreements with NEOs; certain officers have offer letters. Executive officers (including Bent) are covered by company severance/change-in-control plans rather than individual contracts . |
| Executive Severance Plan | Upon termination by company other than for cause, death, disability: lump-sum cash equal to multiple of base salary + target STIP (1.5x for executive officers other than CEO; 2.0x for CEO), pro-rata target STIP for year of termination, continued medical/dental/vision coverage for 18 months for executive officers (24 months for CEO), and outplacement up to $10,000, subject to release . |
| Change-in-Control Severance | Multiples increase to 2.0x for executive officers and 2.99x for CEO; coverage periods extend to 24 months for executive officers (30 months for CEO) . |
| Equity acceleration | Options: full acceleration upon qualifying termination within 24 months of change in control, death or disability; RSUs: full acceleration upon qualifying termination within 24 months of change in control, death or disability; PSUs: vest at target on death/disability; vest at greater of target or actual performance on qualifying termination within 24 months of change in control . |
| Clawbacks | Broad recoupment policy for restatements or materially inaccurate performance metric calculations; Dodd-Frank compliant clawback for excess incentive-based compensation over a three-fiscal-year lookback starting Oct 2, 2023 . |
Performance & Track Record
- FY2024 highlights: record net income ($153 million), record Adjusted EBITDA ($348 million), TSR +117.7% YoY; fleet reliability 99.9% and exceeded safety targets .
- Governance/controls: management cited timely and accurate financial reporting, improved close process via system enhancements, and a strong SOX environment among performance achievements used in STIP evaluation .
- Controlled Company status: EE qualifies as an NYSE “controlled company” (Kaiser controls ~72.6% voting power as of April 14, 2025), with exemptions from certain governance requirements; this persists under the Stockholder’s Agreement until control falls below thresholds .
Compensation Structure Notes (program-level levers)
- Year-over-year mix/design shifts: LTI design migrated from EBITDA + RTSR (2023) to ATSR + RTSR (2024), increasing direct alignment with shareholder returns and reducing overlap with STIP financial metrics .
- Risk mitigants: clawbacks, prohibition on hedging/pledging, and stock ownership guidelines enhance alignment and discourage short-termism .
Investment Implications
- Alignment and retention: Bent’s role in accounting leadership coincides with EE’s emphasis on SOX strength and timely reporting; ownership guidelines and prohibition on pledging/hedging reduce misalignment risks .
- Potential supply from vesting: Footnotes show options vesting within near-term windows (1,333 in 2023 and 2,666 in 2024) for Bent, indicating periodic exercisability; while EE prohibits hedging/pledging, vesting events can create optionality for exercises and associated share issuance or sales depending on personal decisions .
- Change-in-control economics: Executive severance and equity acceleration terms imply meaningful retention value under stability; however, in a transaction scenario, accelerated vesting and 2.0x severance multiples for executive officers may influence executive incentives and post-deal supply .
- Governance concentration: Controlled-company status means strategic and compensation decisions are influenced by a majority owner, which can be stabilizing but reduces minority shareholder governance leverage; investors should factor this into compensation oversight assessments .