Tyler D. Todd
About Tyler D. Todd
Tyler D. Todd (age 37) was appointed to Excelerate Energy’s board on October 10, 2024 and serves on the Compensation Committee and the Nominating & Corporate Governance Committee. He is Senior Vice President of Business Development at Kaiser‑Francis Oil Company (controlling stockholder’s upstream affiliate), previously Director and Associate in business development at Kaiser‑Francis (2015–2023), and earlier held petroleum engineering roles at WPX Energy; he holds a BS from the University of Oklahoma and an MBA from Harvard Business School. He was designated to the board by Excelerate Energy Holdings, LLC (EE Holdings) and is not classified by the board as an “independent” director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaiser‑Francis Oil Company | Senior Vice President, Business Development | 2023–present | Executive responsibility for A&D/business development at controlling stockholder affiliate |
| Kaiser‑Francis Oil Company | Director of Business Development | 2019–2023 | Led BD initiatives at controlling stockholder affiliate |
| Kaiser‑Francis Oil Company | Associate, Business Development | 2015–2019 | Transaction support and analysis |
| WPX Energy | Petroleum engineering roles | Pre‑2015 | Technical roles in E&P operations |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Endeavor Natural Gas III (Kaiser‑controlled) | Director | Not disclosed | Private company/affiliate role |
| Univ. of Oklahoma, Mewbourne School of Petroleum & Geologic Engineering | Industry Advisory Board member | Not disclosed | Academic advisory role |
| Other public company boards | None reported | — | No other public boards disclosed |
Board Governance
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Independence and controlled company status:
- The board affirmatively determined only Biswal, Byers, and Hanrahan are independent; Todd is not independent. Excelerate is a NYSE “controlled company” (GBK/EE Holdings controls ~72.6% voting power) and relies on exemptions permitting non‑independent membership on Compensation and Nominating committees. EE Holdings also holds director designation/committee rights, subject to a 2024 Waiver Agreement clarifying fiduciary duties and waiving certain consent rights (Moelis-related).
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Committee assignments and roles:
- Compensation Committee: Member (Chair: Paul T. Hanrahan, independent).
- Nominating & Corporate Governance Committee: Member (Chair: Paul T. Hanrahan, independent).
- Appointment effective October 10, 2024 (filled vacancy from Henry G. Kleemeier’s retirement).
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Attendance and engagement:
- 2024: Board met 6x; Audit 4x; Compensation 5x; NCGC 5x. Company disclosed no incumbent director attended fewer than 75% of meetings of the board and their committees during their service period. Independent directors met in executive session quarterly.
Fixed Compensation
| Year | Cash retainer | Committee chair fees | Equity retainer | Notes |
|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | Kaiser‑affiliated directors (incl. Todd) do not receive board compensation. |
| Appointed Oct 10, 2024 | $0 | $0 | $0 | As an EE Holdings designee, Todd will not receive director compensation. |
| 2025 policy (context for independents) | $75,000 | Audit $23k; Comp $17k; NCGC $15k | RSUs ~$125k (one‑year vest) | Policy updated for independent directors; Todd’s status means these do not apply to him. |
Performance Compensation
- None. Excelerate does not provide performance‑based incentive pay to directors; independent directors receive time‑vested RSUs, but Kaiser‑affiliated directors (including Todd) receive no director equity.
Other Directorships & Interlocks
| Relationship | Detail | Governance relevance |
|---|---|---|
| Designated by controlling stockholder | Todd was designated by EE Holdings under the Stockholder’s Agreement to serve on the board and committees | Direct link to controlling stockholder; committee presence permitted under controlled company exemptions |
| Kaiser‑affiliated directors on board | Todd (Kaiser‑Francis SVP); Robert A. Waldo (President, Kaiser‑Francis); Don P. Millican (former CFO, Kaiser‑Francis) | Multiple Kaiser‑affiliated directors create potential influence concentration; committees are chaired by an independent. |
Expertise & Qualifications
- Energy industry expertise; strategy/M&A; financial/accounting; operational experience (per board skills matrix and biography).
Equity Ownership
| As-of | Class A shares beneficially owned | Ownership % | Notes |
|---|---|---|---|
| April 14, 2025 | 0 | <1% | Beneficial ownership table lists no Class A shares for Todd. |
- Hedging/pledging: Company policy prohibits directors from hedging or pledging Company securities.
- Ownership guidelines: Apply to independent directors (5× cash retainer); Todd is not independent and not subject to director ownership guidelines.
Governance Assessment
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Strengths
- Independent chairs for Compensation and Nominating committees provide counterbalance to controlled company structure.
- Board reported full compliance with attendance expectations among incumbents and holds regular independent‑director executive sessions.
- Clear anti‑hedging/pledging policy and robust indemnification framework for directors.
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Risks and RED FLAGS
- Not independent; designated by controlling stockholder with concurrent senior role at Kaiser‑Francis. This creates potential conflicts, especially given his membership on Compensation and Nominating committees under controlled company exemptions.
- Concentration of influence: multiple Kaiser‑affiliated directors (Todd, Waldo, Millican) alongside EE Holdings’ board/committee designation rights (subject to 2024 waivers) may constrain minority shareholder influence.
- Controlled company status reduces certain NYSE governance safeguards otherwise required for non‑controlled issuers.
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Alignment considerations
- Todd receives no director cash or equity compensation, which reduces direct pay‑related conflicts but also limits equity alignment versus independent peers who receive RSUs.
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Related‑party and disclosures
- Company notes no Item 404 related‑party transactions for Todd; his board appointment reflects EE Holdings’ designation rights.
- Broader related‑party framework (TRA, EELP LP Agreement, Stockholder’s Agreement) underscores structural control by EE Holdings/affiliates, though 2024 waivers mitigate certain consent provisions in light of Moelis.