Steven M. Kobos
About Steven M. Kobos
Steven M. Kobos is President, Chief Executive Officer and Director of Excelerate Energy, Inc. (EE). He has served as President and CEO of Excelerate Energy Limited Partnership (EELP) since March 2018 and became President, CEO and a director of Excelerate in September 2021. He holds a bachelor’s degree and Juris Doctor from the University of Oklahoma and previously served as EELP’s counsel for 11 years, managing complex global energy and infrastructure projects . Age: 60 (as of the proxy filing date) . Under his leadership, FY2024 net income reached $153 million (+21% YoY) and Adjusted EBITDA was a record $348 million; the company increased its quarterly dividend to $0.06 and achieved 99.9% fleet reliability. Total shareholder return (TSR) increased 117.7% year-over-year in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Excelerate Energy, Inc. | President, CEO and Director | Since Sep 2021 | Led public company with record FY2024 financials (net income, Adjusted EBITDA) and dividend increase . |
| Excelerate Energy Limited Partnership (EELP) | President & CEO | Since Mar 2018 | Executive leadership of LNG/FSRU platform and global projects . |
| Excelerate Energy Limited Partnership (EELP) | Board Member | Since 2017 | Governance role prior to CEO appointment . |
| Frederic Dorwart, Lawyers PLLC | Managing Counsel (supporting EELP global projects) | Prior 11 years before 2017 | Primary legal responsibility for EELP global projects; complex energy/infrastructure execution . |
External Roles
| Category | Details |
|---|---|
| Other public company boards | None disclosed for Mr. Kobos . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual STIP Payout ($) |
|---|---|---|---|
| 2024 | 850,000 | 100% | 1,058,888 |
| 2023 | 859,615 | 85% | 804,200 |
| 2022 | 900,000 | — | 689,130 |
- CEO pay ratio: 27:1 in 2024 (CEO total compensation $5,438,007; median employee $204,789) .
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024 design and results
- Metrics and weights: Incentive Adjusted EBITDA (50%), Incentive Operating Expenses (7.5%), SG&A Expenses (7.5%), Safety Performance (15%), Individual and Strategic Goals (20%) .
- Achievement and weighted payout factors:
| Metric | Threshold | Target | Stretch | Max | Actual | Achievement vs Target | Weighted payout |
|---|---|---|---|---|---|---|---|
| Incentive Adjusted EBITDA ($mm) | 259 | 323 | 356 | 372 | 338 (adj.) | 105% | 61.5% |
| Incentive Operating Expenses ($mm) | 223 | 202 | 182 | 172 | 201 (adj.) | 101% | 7.8% |
| SG&A Expenses ($mm) | 109 | 99 | 89 | 85 | 94 | 105% | 9.5% |
| Safety Performance | — | — | — | — | Committee-approved | 125% | 18.8% |
| Subtotal before Individual/Strategic Goals | 97.6% |
- Individual/Strategic goals payouts ranged 135%–160% for NEOs; Mr. Kobos’ 2024 STIP paid $1,058,888 (≈125% of target) .
2025 STIP weight changes: Incentive Adjusted EBITDA 45%, Business Development 25% (replacing OpEx/SG&A), Safety 10%, Individual/Strategic 20% .
Long-Term Incentives (LTI) – 2024 grants and structure
- Mix: 50% RSUs (3-year ratable vesting) and 50% PSUs (3-year performance period; cliff vesting; must be employed at certification, expected Feb 2027) .
- 2024 grants to Steven M. Kobos:
| Award | Quantity (#) | Grant value ($) | Vesting / Performance |
|---|---|---|---|
| RSUs (3/5/2024) | 105,070 | 1,575,000 | Ratable annual vesting over 3 years . |
| PSUs – ATSR (3/5/2024) | 52,535 target (half of PSUs) | Included in total 1,575,000 PSU value | Absolute TSR: 10%/15%/20% annualized maps to 50%/100%/200% payout; 0% below threshold; interpolation between points . |
| PSUs – RTSR (3/5/2024) | 52,535 target (half of PSUs) | Included in total 1,575,000 PSU value | Relative TSR vs Vanguard Energy ETF constituents; 0–200% scale; capped at 100% if absolute TSR negative . |
| 2023 PSU (Year 2 tranche recognized 3/1/2024) | 9,636 target (Kobos) | 151,285 grant-date FV | Incentive Adjusted EBITDA-based, 3 annual sub-tranches; payouts 0–200% . |
- Outstanding equity and options (as of 12/31/2024):
| Security | Status | Amount | Key terms |
|---|---|---|---|
| Stock options (4/13/2022) | Exercisable | 35,555 | Strike $24.00; expire 4/13/2032; 5-year ratable vesting . |
| Stock options (4/13/2022) | Unexercisable | 53,334 | Same as above . |
| RSUs (3/31/2023) | Unvested | 38,545 | Ratable over 3 years . |
| RSUs (3/5/2024) | Unvested | 105,070 | Ratable over 3 years . |
| PSUs (2023, 2024 cycles) | Unearned | See table (multiple tranches) | Three-year performance; shown at max for SEC format . |
Equity Ownership & Alignment
- Beneficial ownership (as of April 14, 2025): 392,159 shares of Class A common stock (1.26% of Class A); total voting power: less than 1% given controlled structure . Footnote indicates inclusion of options to purchase 53,333 shares vesting within 60 days and 73,568 vested RSUs deferred under the Deferred Compensation Plan .
- Ownership guidelines: CEO required to hold 5x base salary; all NEOs have achieved or are on track within five years; guideline counts most RSUs/PSUs (excluding unearned PSUs and unexercised options) .
- Hedging/pledging: Company policy prohibits hedging, short sales, and pledging of company stock by directors/officers, reducing misalignment/forced-selling risk .
- Option exercises in 2024: None by NEOs; RSU vesting occurred and values disclosed (Kobos RSUs vested: 19,272 shares; $308,737 value) .
Employment Terms
- Employment agreements: EE is not party to an employment agreement with Mr. Kobos (initial compensation set via offer letter; current terms governed by plan documents) .
- Clawbacks: Company recoupment policy covers financial restatements, inaccurate performance calculations, and egregious detrimental conduct; separate mandatory Dodd-Frank clawback policy implemented per NYSE Rule 10D-1 .
- Severance economics (Executive Severance Plan and Change in Control Severance Plan):
- Cash severance equals multiple of base salary + target STIP: 2.0x (non-CIC) and 2.99x (CIC) for CEO; pro rata target STIP for year of termination; COBRA-equivalent benefits (24 months non-CIC, 30 months CIC); outplacement up to $10,000; double-trigger vesting treatment for equity upon qualifying termination within 24 months post-CIC .
- Estimated payouts for Steven M. Kobos (values as of 12/31/2024):
| Scenario | Cash Severance ($) | Benefits ($) | Outplacement ($) | Option vesting ($) | RSU vesting ($) | PSU vesting ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Death/Disability | 0 | 0 | 0 | 333,338 | 4,344,354 | 4,927,332 | 9,605,023 |
| Termination w/o Cause (non‑CIC) | 3,400,000 | 66,296 | 10,000 | 0 | 0 | 0 | 3,476,296 |
| Termination w/o Cause or Good Reason (CIC) | 5,083,000 | 82,871 | 10,000 | 333,338 | 4,344,354 | 4,927,332 | 14,780,894 |
Board Governance
- Board service: Director since 2021; no board committees .
- Leadership structure: Roles of Chair and CEO are separated; Don P. Millican serves as Chair .
- Independence: EE is a “controlled company” (George B. Kaiser via EE Holdings controls ~72.6% voting power) and relies on NYSE controlled-company exemptions (e.g., committees not fully independent) . Independent directors: Biswal, Byers, Hanrahan .
- Committee composition: Compensation Committee chaired by independent director (Hanrahan) but includes two Kaiser-affiliated directors (Todd, Waldo); NCGC likewise includes Hanrahan (Chair) plus Todd and Waldo; Audit Committee comprised solely of independent directors (Byers Chair; Biswal; Hanrahan) .
- Attendance: In 2024, no incumbent director attended fewer than 75% of board/committee meetings; independent directors held quarterly executive sessions .
- Dual-role implications: Kobos is CEO and a director (not Chair). Controlled-company status concentrates voting control, and the Compensation and NCGC include non-independent members, though chair roles are independent; mitigants include a separate Chair, quarterly independent director sessions, and an independent Audit Committee .
- Director compensation: Kobos receives no additional compensation for board service (Kaiser‑affiliated directors do not receive board retainers) .
Director Compensation (for context)
- Independent director cash retainer: $60,000 in 2024; $75,000 in 2025. Committee chair retainers (2024): Audit $20,000; Comp $15,000; NCGC $12,000; each increased modestly for 2025 .
- Equity retainer: RSUs with $125,000 grant date value; vests in one year (deferral available) .
- Kobos: No director fees as CEO/affiliated director .
Compensation Structure Analysis
- Shift to market-median alignment: CEO target STIP increased from 85% to 100% of salary in 2024 to better align with market medians; other NEO targets also increased selectively .
- LTI mix refined: 2024 PSUs moved to TSR-based metrics (absolute and relative), replacing Adjusted EBITDA to avoid overlap with STIP; RSUs continue to vest ratably to support retention .
- Independent oversight and consultants: Compensation Committee uses Meridian as an independent consultant; committee reviews risks of comp programs and peer benchmarking annually .
- Peer groups: Executive pay benchmarking uses a defined energy/midstream/maritime peer set; LTI performance peer group is Vanguard Energy ETF constituents; peer set updated for 2025 to remove M&A’d peers .
Equity Ownership, Pledging/Hedging, and Deferred Compensation
- Stock ownership guidelines: CEO 5x salary; five-year compliance window; selling restrictions until met; NEOs achieved or on track .
- Hedging/pledging strictly prohibited; insider trading policy bans shorts, derivatives, pledging, or margin accounts for company securities .
- Deferred compensation: Mr. Kobos participated in the non-qualified Deferred Compensation Plan in 2024 (executive contributions $66,281; aggregate balance $191,453 year-end) .
Performance & Track Record
- FY2024: Net income $153 million (+21% YoY); Adjusted EBITDA $348 million; dividend increased to $0.06 quarterly; fleet reliability 99.9%; exceeded primary safety targets; achieved 3,000th LNG STS transfer .
- Strategic progress: 15-year LNG SPA with QatarEnergy; awarded mid-term LNG supply in Atlantic basin; fixed-margin optimization around existing LNG import infrastructure .
- TSR: Increased 117.7% YoY in 2024; cumulative TSR since IPO reflected in Pay vs Performance disclosure (value of $100 investment $127.72 in 2024 vs $64.87 in 2023) .
Related Party & Structural Considerations
- Controlled company: EE Holdings (controlled by George B. Kaiser) holds 100% of Class B (72.6% voting power), enabling director nomination and certain consent rights per Stockholder’s Agreement; the company must avail itself of all controlled-company exemptions while controlled .
- Moelis waiver: In light of Delaware Moelis decision, EE entered a Waiver Agreement (Apr 4, 2024) reaffirming that board composition/consent rights are subject to fiduciary duties, waiving certain consent rights/resignation provisions to that effect .
- Tax Receivable Agreement (TRA): EE pays 85% of tax benefits realized to TRA beneficiaries (EE Holdings and GKFF); TRA could affect liquidity and potentially delay/limit certain M&A or changes in control due to payment timing/magnitude .
Employment & Contracts (Retention/Transition)
| Item | Details |
|---|---|
| Start dates | President & CEO EELP: Mar 2018; President, CEO & Director of Excelerate: Sep 2021 . |
| Contract term | No individual employment agreement; severance governed by plan documents . |
| Non-compete / non-solicit | Not specifically disclosed in proxy . |
| Auto-renewal / garden leave | Not disclosed . |
| Post-termination consulting | Not disclosed . |
Board Service History and Committees
| Board | Role | Director since | Committees | Notes |
|---|---|---|---|---|
| Excelerate Energy, Inc. | Director | 2021 | None | Chair/CEO roles separated; Chair is Don P. Millican . |
| Committee memberships | — | — | Audit: all independent (Byers Chair; Biswal; Hanrahan) . Compensation: Hanrahan (Chair), Todd, Waldo . NCGC: Hanrahan (Chair), Biswal, Todd, Waldo . | |
| Independence | — | — | Kobos is management director; independent directors are Biswal, Byers, Hanrahan . | |
| Attendance | — | — | No director <75% attendance; independent executive sessions quarterly . | |
| Director pay | — | — | Kobos receives no director fees . |
Say‑on‑Pay & Shareholder Feedback
- 2025 AGM includes advisory Say‑on‑Pay; board recommends FOR .
- Pay-versus-performance disclosure provided; CEO compensation actually paid (CAP) methodology and linkages to TSR and Adjusted EBITDA discussed .
Investment Implications
- Pay-for-performance alignment strengthened: 2024 shift to TSR-based PSUs and a higher CEO target bonus increases sensitivity to shareholder returns; STIP met/exceeded financial and safety targets, and 2024 TSR rose 117.7% YoY, supporting incentive payouts .
- Near-term selling pressure appears contained: Significant unvested RSUs/PSUs with multi-year vesting and a strict no-hedge/no-pledge policy; beneficial holdings include deferred RSUs, indicating deferral rather than monetization; no 2024 option exercises by NEOs .
- Retention and change-in-control: Robust severance (2.0x/2.99x salary+target bonus and equity acceleration on double trigger) offers retention stability but elevates CIC costs; values at 12/31/24 imply ~$14.8M gross exposure under CIC termination for the CEO .
- Governance risk under controlled structure: Committee independence exemptions and sponsor consent rights could weigh on minority investor protections; however, Chair/CEO separation, independent Audit Committee, and Waiver Agreement moderating consent rights mitigate some concerns .
- Structural overhang: The TRA creates potential cash outflows tied to tax benefits and could affect liquidity and M&A optionality, a factor for event‑driven investors .