Robert A. Waldo

About Robert A. Waldo

Robert A. Waldo (age 49) has served on Excelerate Energy, Inc.’s board since April 2022. He is President of Kaiser‑Francis Oil Company (since 2016) and previously served as EVP (2012–2015); he has been involved in George B. Kaiser’s investment activities including Cactus Drilling and public/private equity. Earlier, he worked at Evercore Partners (M&A/private equity associate, 2000–2002) and Merrill Lynch (investment banking analyst, 1998–2000). He holds a BA from Harvard University and an MBA from Duke University . He is a non‑independent director, designated by Excelerate Energy Holdings, LLC (controlled by George B. Kaiser) under the Stockholder’s Agreement .

Past Roles

External Roles

Board Governance

• Status: Excelerate is a controlled company under NYSE rules; George B. Kaiser controls ~72.6% voting power as of Apr 14, 2025, and the company relies on exemptions (majority independence not required; CC and NCGC need not be fully independent) .
• Designation: EE Holdings (Kaiser‑controlled) designates Waldo as a board nominee and, subject to listing requirements, committee representation; he is one of EE Holdings’ designees .
• Committee memberships: Member, Compensation Committee (CC) and Nominating & Corporate Governance Committee (NCGC). CC is chaired by independent director Paul T. Hanrahan; NCGC is chaired by Hanrahan .
• Independence: The board affirmatively determined only Biswal, Byers, and Hanrahan are independent; Waldo is non‑independent (Kaiser‑affiliated) .
• Attendance: In FY2024, board held 6 meetings; Audit 4, Compensation 5, NCGC 5. No incumbent director attended fewer than 75% of meetings of the board/committees on which they served; all seven directors attended the 2024 Annual Meeting .
• Executive sessions: Independent directors met in executive session quarterly in 2024 .

Fixed Compensation

Performance Compensation

• Directors do not receive performance‑based pay (STIP/PSU) for board service; independent directors receive time‑based RSUs. As a Kaiser‑affiliated director, Waldo receives no equity grants for board service .

Other Directorships & Interlocks

• Current: BOK Financial (nominee, March 2025) .
• Prior: StepStone Group Inc. (2007–2021) .
• Interlocks and potential conflicts: Waldo is President of Kaiser‑Francis and a designee of EE Holdings (Kaiser‑controlled). Excelerate’s governance provides EE Holdings with rights to designate board/committee seats, creating controlled‑company dynamics that may influence compensation and nomination processes .

Expertise & Qualifications

• Oil & gas operating leadership; private equity and M&A background; capital markets experience; long‑tenure governance with EELP .
• The board’s skills matrix highlights broad categories including strategy/M&A and financial/accounting among director skills (matrix shown for nominees) .

Equity Ownership

• Shares outstanding used by company: 25,556,995 Class A and 82,021,389 Class B (Apr 8, 2024); 30,953,124 Class A and 82,021,389 Class B (Apr 14, 2025) .
• Hedging/pledging: Company’s Insider Trading Policy prohibits hedging and pledging by directors/officers/employees .

Governance Assessment

• Committee Influence and Independence: Waldo serves on CC and NCGC under controlled‑company exemptions; only CC chair is independent. This structure can constrain minority‑shareholder protections, particularly around executive/director pay and nominations .
• Alignment: Waldo receives no board cash/equity compensation; his direct Class A ownership is 20,833 shares (<1%). His alignment is primarily via Kaiser’s controlling interests rather than through independent director compensation/ownership programs (which apply only to independent directors) .
• Engagement: Attendance thresholds met; independent director executive sessions quarterly provide some counterbalance .
• RED FLAGS:
  • Controlled company with designee rights for board/committees (potential conflicts in CC/NCGC oversight) .
  • Kaiser affiliation (President of Kaiser‑Francis) while overseeing compensation and nominations (heightened conflict risk) .
  • Tax Receivable Agreement obligations to Kaiser‑related beneficiaries (structural related‑party cash flows) .

Say‑on‑Pay & Shareholder Feedback

• 2024 director elections were supported; Waldo received 96,277,421 “For” and 6,897,418 “Withheld” votes (reflecting controlled‑company voting structure) .

Compensation Committee Analysis

• Composition: Hanrahan (Chair, independent), Todd (Kaiser‑affiliated), Waldo (Kaiser‑affiliated) .
• Consultant: Meridian Compensation Partners serves as independent advisor; the committee annually assesses consultant independence; in 2024, concluded Meridian is independent with no conflicts .
• Policy Tools: Comprehensive clawback policies (custom and Dodd‑Frank 10D‑1 implementation); director stock ownership guidelines apply to independent directors (5× annual cash retainer) .
• 2025 program changes: Increased independent director retainers; executive STIP metrics shifted to emphasize business development (replacing Opex/SG&A sub‑metrics) .

Related Party Transactions & Controlled‑Company Provisions

• Stockholder’s Agreement grants EE Holdings (Kaiser‑controlled) designation rights for board chair, nominees, and—subject to listing rules—committee membership; relied upon controlled‑company exemptions .
• Tax Receivable Agreement (TRA) with EE Holdings and George Kaiser Family Foundation: Excelerate pays 85% of deemed net cash tax savings to TRA beneficiaries; first payment $3.4 million made in December 2023; estimated future payments ~$73.1 million subject to assumptions .
• Indemnification agreements for directors/officers (form filed in Oct 2024) provide robust advancement/indemnity rights –.

Meeting & Committee Attendance (FY2024)

Director Compensation (Independent Directors FY2024)

• Kaiser‑affiliated directors (incl. Waldo) received no compensation for board service .

Notes on Independence & Policies

• Insider Trading Policy prohibits speculative transactions (short sales/options), hedging, and pledging by directors/officers/employees .
• Corporate Governance Guidelines and committee charters publicly available; NCGC oversees sustainability strategy .