UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

EXCELERATE ENERGY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Excelerate Energy, Inc.

2445 Technology Forest Blvd., Level 6

The Woodlands, Texas 77381

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 11, 2025

9:00 AM Central Time

www.virtualshareholdermeeting.com/EE2025

To Our Stockholders:

We are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Excelerate Energy, Inc. (“Excelerate” or the “Company”) on Wednesday, June 11, 2025 at 9:00 AM Central Time, online via live audio webcast by visiting www.virtualshareholdermeeting.com/EE2025 (the “Annual Meeting”) for the following purposes:

The Company’s board of directors has determined to hold the Annual Meeting virtually. We believe that this is the right choice for Excelerate as it provides expanded stockholder access regardless of the location of the Annual Meeting or resources available to stockholders, may improve communications, and allows the participants to attend the Annual Meeting conveniently from any location.

Holders of our Class A common stock and Class B common stock (together, “Common Stock”) are entitled to one vote for each such share held of record on all matters submitted to a vote of stockholders. Holders of our Class A common stock and Class B common stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or otherwise provided in our amended and restated certificate of incorporation. Stockholders are not permitted to cumulate votes with respect to the election of directors. Only stockholders of record of our Common Stock as of the close of business on April 14, 2025 are entitled to notice of, and, as described in this paragraph, to vote at, the Annual Meeting, or any adjournment or postponement thereof.

As permitted by the Securities and Exchange Commission (“SEC”), we are providing access to our proxy materials online under the SEC’s “notice and access” rules. As a result, unless you previously requested electronic or paper delivery on an ongoing basis, we are mailing to our stockholders a Notice Regarding the Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of the proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”) and a form of proxy card or voting instruction card (together, the “proxy materials”). The Notice contains instructions on how to access the proxy materials online. The Notice also contains instructions on how stockholders can receive a paper copy of our proxy materials and how to vote your shares. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the costs of printing and mailing the proxy materials and reduce the environmental impact of our Annual Meeting. If you received the Notice, you will not receive a printed copy of the proxy materials unless you request one. If you elect and request to receive a paper copy, our proxy materials will be mailed to you. The Notice is first being mailed, and the proxy materials are first being made available, to our stockholders on or about April 17, 2025.

All stockholders of record as of the record date are cordially invited to attend our Annual Meeting, conducted virtually via live audio webcast at www.virtualshareholdermeeting.com/EE2025. The Company has endeavored to provide stockholders attending the Annual Meeting with the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the Annual Meeting online and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/EE2025. You will also be able to vote your shares electronically at the Annual Meeting.

To attend the Annual Meeting, vote, submit questions, or view the list of registered stockholders during the Annual Meeting, stockholders of record will be required to visit the meeting website listed above and login using their 16-digit control number included on their proxy card or Notice. Beneficial owners should review the proxy materials and their voting instruction form or Notice for how to vote in advance of, and how to participate in, the Annual Meeting. Specifically, if you are a beneficial owner and your voting instruction form or the Notice does not indicate that you may vote the shares through the http://www.proxyvote.com website, you should contact your bank, broker or other nominee (preferably at least five days before the Annual Meeting) and obtain a “legal proxy” (which will contain a 16-digit control number that will allow you to attend, participate in, or vote at the Annual Meeting). When accessing our Annual Meeting, please allow ample time for online check-in, which will begin at 8:54 AM Central Time on Wednesday, June 11, 2025. On the day of the Annual Meeting, if you experience technical difficulties either during the check-in process or during the Annual Meeting, please call 844-986-0822 (United States (the “U.S.”)) or 303-562-9302 (international) for assistance. For additional details, see “—How can I attend, participate in and vote at the Annual Meeting online?” in the “Questions and Answers About the Annual Meeting” section below.

This proxy statement provides detailed information about the Annual Meeting. We encourage you to read this proxy statement carefully and in its entirety.

Your vote is important. Regardless of whether you participate in the Annual Meeting, we hope you vote as soon as possible. You may vote online or by phone, or, if you received paper copies of the proxy materials by mail, you may submit your proxy or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. Voting online or by phone, written proxy or voting instruction card ensures your representation at the Annual Meeting regardless of whether you attend our virtual Annual Meeting online.

By Order of the Board of Directors,

Steven M. Kobos

President and Chief Executive Officer

The Woodlands, Texas

April 17, 2025

PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider in voting your shares. Please read the complete proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2024 carefully before voting.

Meeting Information

How to Vote

Your vote is important. You may vote your shares in advance of the Annual Meeting of Stockholders via the Internet, by telephone or by mail, or during the meeting by attending and voting electronically. Please refer to the section “How do I vote?” on page 47 for detailed voting instructions. If you vote via the Internet, by telephone or plan to vote electronically during the Annual Meeting of Stockholders, you do not need to mail in a proxy card.

We first began sending our stockholders a Notice Regarding the Internet Availability of Proxy Materials, and made our proxy materials available, on or about April 17, 2025.

Voting Matters

Proposals

Board Nominees

AC: Audit Committee

CC: Compensation Committee

NCGC: Nominating and Corporate Governance Committee

† Audit Committee Financial Expert

Fiscal 2024 Financial Performance Highlights

*Adjusted EBITDA is a non-GAAP financial measure included as a supplemental disclosure because we believe it is a useful indicator of our operating performance. We define Adjusted EBITDA as net income before interest expense, income taxes, depreciation and amortization, accretion, non-cash long-term incentive compensation expense and items such as charges and non-recurring expenses that management does not consider as part of assessing ongoing operating performance. We adjust net income for the items listed above to arrive at Adjusted EBITDA because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired. Adjusted EBITDA should not be considered as an alternative to, or more meaningful than, net income as determined in accordance with GAAP or as an indicator of our operating performance or liquidity. This measure has limitations as certain excluded items are significant components in understanding and assessing a company’s financial performance, such as a company’s cost of capital and tax structure, as well as the historic costs of depreciable assets, none of which are components of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our results will be unaffected by unusual or non-recurring items. Our computations of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. For the foregoing reasons, Adjusted EBITDA has significant limitations that affect its use as an indicator of our profitability and valuation, and you are cautioned not to place undue reliance on this information. For reconciliation to Net Income, see Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2024.

TABLE OF CONTENTS

Forward-Looking Statements and Website References

This document includes forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, concerning expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are other than statements of historical fact, including statements regarding our environmental and other sustainability plans and goals, and the inclusion of such statements or references to “materiality” (for sustainability and corporate responsibility purposes) is not an indication that these contents are necessarily material to investors or required to be disclosed under the rules of the SEC. Although we believe that the expectations and assumptions reflected in these statements are reasonable, there can be no assurance that these expectations will prove to be correct. Forward-looking statements are subject to many risks and uncertainties, including the risk factors that we identify in our SEC filings, and actual results may differ materially from the results discussed in such forward-looking statements. We undertake no duty to update publicly any forward-looking statement that we may make, whether as a result of new information, future events or otherwise, except as may be required by applicable law, regulation or other competent legal authority. In addition, our sustainability initiatives are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Status as a Controlled Company

As of April 14, 2025, George B. Kaiser (“Kaiser”), through his ownership of Excelerate Energy Holdings, LLC (“EE Holdings”), controls approximately 72.6% of the voting power of our outstanding Common Stock. So long as Kaiser controls a majority of the Company’s outstanding voting power, he will thereby control the outcome of matters submitted to a stockholder vote. As a result of the voting power currently controlled by Kaiser, we qualify as a “controlled company” within the meaning of the corporate governance rules of the New York Stock Exchange (“NYSE”). Under these rules, a listed company of which more than 50% of the voting power with respect to director elections is held by another person or group of persons acting together is a “controlled company.” Consistent with this, we have elected not to comply with certain corporate governance requirements, including the requirements that (i) a majority of our board of directors must consist of independent directors, (ii) the nominating and governance committee must be composed entirely of independent directors, and (iii) the compensation committee must be composed entirely of independent directors. We intend to rely on all of the controlled company exemptions, and, unless consented to otherwise by Kaiser, will be required to do so under the Stockholder’s Agreement, dated as of April 18, 2022, by and among the Company, Excelerate Energy Limited Partnership (“EELP”) and EE Holdings, as amended (the “Stockholder’s Agreement”), for so long as we remain a controlled company. For details, see “Certain Relationships and Related Person Transactions—Related Person Transactions—Transactions in Connection with our Reorganization and Initial Public Offering—Stockholder’s Agreement” below. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements. If at any time we cease to be a controlled company, we will take all action necessary to comply with SEC rules and regulations and the NYSE rules, including appointing a majority of independent directors to our board of directors (our “board” or our “board of directors”) and ensuring that we have a nominating and corporate governance committee and compensation committee each composed entirely of independent directors, subject to the permitted “phase-in” periods.

Composition of our Board of Directors

Our business and affairs are managed under the direction of our board of directors. In accordance with our amended and restated certificate of incorporation and bylaws, the number of directors on our board will be determined from time to time by the board of directors within the range included in the amended and restated certificate of incorporation. Our board of directors currently consists of seven members with Mr. Millican serving as chairperson.

Our amended and restated certificate of incorporation provides that currently our board of directors is subject to annual elections. Each director holds office until the next annual meeting of our stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. However, from and after such time when EE Holdings (including its permitted transferees) ceases to own at least 40% of the combined voting power of our then-outstanding capital stock entitled to vote generally in director elections (which we refer to as the Trigger Date), the board of directors will be divided into three classes of directors, with staggered three-year terms. For details, see “Certain Relationships and Related Person Transactions—Related Person Transactions—Transactions in Connection with our Reorganization and Initial Public Offering—Stockholder’s Agreement” below.

In addition, subject to the board’s fiduciary duties, as long as certain ownership thresholds are satisfied, the Stockholder’s Agreement gives EE Holdings the right to designate the chairperson of our board of directors and a certain number of nominees for election to our board of directors and, also subject to listing exchange requirements, each committee thereof. Additionally, EE Holdings has certain observer rights as long as EE Holdings (including its permitted transferees) has the right to designate director-designees under the Stockholder’s Agreement. For details, see “Certain Relationships and Related Person Transactions—Related Person Transactions—Transactions in Connection with our Reorganization and Initial Public Offering—Stockholder’s Agreement” below.

Pursuant to the Stockholder’s Agreement, EE Holdings has nominated Steven M. Kobos, Don P. Millican, Tyler D. Todd, and Robert A. Waldo as its designees to serve on our board. The board of directors evaluated the designees and determined that they are qualified to serve on the board and that it is in the best interest of the Company and our stockholders to nominate them for election at the annual meeting. Nisha D. Biswal, who joined our Board in 2025, was recommended by management.

The following table sets forth information with respect to our directors as of the record date:

* Independent Director

† Audit Committee Financial Expert

PROPOSAL 1—ELECTION OF DIRECTORS

Our Nominating and Corporate Governance Committee has recommended, and our board has approved, Nisha D. Biswal, Deborah L. Byers, Paul T. Hanrahan, Steven M. Kobos, Don P. Millican, Tyler D. Todd, and Robert A. Waldo as nominees for election as directors at the Annual Meeting. If elected at the Annual Meeting, each nominee will serve until the 2026 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or, if sooner, until his or her earlier death, resignation, retirement, disqualification or removal. Information concerning these nominees and other continuing directors appears under “Nominees for Director” below. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. If any nominee becomes unable or unwilling to stand for election as a director, proxies will be voted for any substitute as designated by our board, or alternatively, our board may leave a vacancy on our board or reduce the size of our board.

Each director is elected by a plurality of the votes cast. “Plurality” means that the seven nominees who receive the largest number of votes cast “For” such nominees are elected as directors. Stockholders may vote “For All,” “Withhold All,” or “For All Except” with respect to the nominees named in this Proposal 1. Any shares voted “Withhold All” and broker non-votes are not considered votes cast for the foregoing purpose and will have no effect on the outcome of the election.

Nominees for Director

The names of the nominees for director, their ages as of the record date, principal occupations, employment and other public company board service during at least the last five years, periods of service as a director of the Company, and the experiences, qualifications, attributes and skills of each nominee are set forth below:

Director Independence

Our Nominating and Corporate Governance Committee and our board have conducted their annual review of the independence of each director nominee under the applicable NYSE and SEC independence standards. Based upon the Nominating and Corporate Governance Committee’s recommendation and our board’s own review and assessment, our board has affirmatively determined in its business judgment that each of Nisha D. Biswal, Deborah L. Byers, and Paul T. Hanrahan is “independent” as defined under the NYSE rules and Rule 10A-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Board also previously determined that Carolyn J. Burke, who served as director until January 21, 2025, was independent during the period that she served as director.

Board Leadership Structure

We do not have a policy regarding whether the role of the chairperson of the board and chief executive officer should be separate or combined, and our board of directors believes that we should maintain the flexibility to select the chairperson and chief executive officer and reorganize the leadership structure, from time to time, based on criteria that are in our best interests and the best interests of our stockholders. The board believes that presently it is in the best interests of the Company to separate the roles of the chairperson of the board and chief executive officer. In accordance with the Stockholder’s Agreement, the board of directors determined that Don P. Millican should serve as chairperson of the board. Our board of directors believes its administration of its risk oversight function has not affected its leadership structure.

Executive Sessions

In order to promote open discussion among non-management directors, our board holds executive sessions of non-management directors at least quarterly. These executive sessions are chaired by the chairperson of the board. In addition, as required under the NYSE rules, the board holds an executive session of independent directors at least once per year. In 2024 our independent directors met in executive session on a quarterly basis.

Board Qualifications

The Nominating and Corporate Governance Committee periodically reviews, and recommends to our board, the skills, experience, characteristics and other criteria for identifying and evaluating directors. The board expects directors to be open and forthright, to develop a deep understanding of the Company’s business, to understand their role in furthering the Company’s mission, values and commitment to environmental, social and governance principles, and to exercise sound judgment in fulfilling their oversight responsibilities. Directors should embrace the Company’s values and culture and should possess the highest levels of integrity.

The board considers a variety of occupational and personal backgrounds, perspectives and viewpoints among its members and expects that its members will have a range of skills and expertise sufficient to provide guidance and oversight with respect to the Company’s strategy and operations. The board and the Nominating and Corporate Governance Committee also actively seek to achieve an array of occupational and personal backgrounds and viewpoints on the board, including with respect to demographics such as backgrounds, perspectives and experiences. As part of the search process for each new director, the Nominating and Corporate Governance Committee actively seeks out qualified diverse candidates to expand the pool from which Board nominees are ultimately chosen based on merit.

The Nominating and Corporate Governance Committee reviews the qualifications of director candidates and incumbent directors in light of the criteria approved by our board and recommends the Company’s candidates to our board for election by the Company’s stockholders at the stockholders' annual meeting. We also assess qualifications and characteristics of our directors as part of our board’s annual self-evaluation process. We believe our board is well positioned to provide effective oversight and strategic advice to our management.

Key skills, qualifications, and attributes of our director nominees include, but are not limited to:

Procedures for Recommending Individuals to Serve as Directors

The Nominating and Corporate Governance Committee also considers director candidates recommended by our stockholders. Any stockholder who wishes to propose director nominees for consideration by the Nominating and Corporate Governance Committee, but does not wish to present such proposal at the Corporation’s Annual Meeting of Stockholders, may do so at any time by directing a description of each nominee’s name and qualifications for board membership to the chairperson of the Nominating and Corporate Governance Committee, c/o our Executive Vice President and General Counsel at Excelerate Energy, Inc., 2445 Technology Forest Blvd., Level 6, The Woodlands, Texas 77381. The recommendation should contain all of the information regarding the nominee under Regulation 14A of the Exchange Act, including, among other things, the particular experience, qualifications, attributes or skills of the nominee that, in light of our business and structure, led to the stockholder’s conclusion that the nominee should serve on the board, and any additional requirements included in the Corporation’s Amended and Restated Bylaws relating to director nominations brought before an annual meeting. The Nominating and Corporate Governance Committee evaluates any nominee proposed by stockholders in the same manner in which it evaluates other nominees.

Committees of the Board of Directors

Our board established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. These committees are each described below. Each of our board’s committees acts under a written charter, which was adopted and approved by our board of directors. Copies of the committees’ charters are available on our website at https://ir.excelerateenergy.com/governance/governance-documents.

Committee Membership; Meetings and Attendance

During the fiscal year ended December 31, 2024:

During the fiscal year ended December 31, 2024, no incumbent director attended fewer than 75% of the meetings of our board of directors and the respective committees of which he or she was a member held during the period such incumbent director was a director.

Directors are expected to attend the Annual Meeting absent unusual circumstances. All seven of our then-sitting directors attended the 2024 Annual Meeting.

Audit Committee

Our Audit Committee consists of Nisha D. Biswal, Deborah L. Byers, and Paul T. Hanrahan. Ms. Byers serves as the chairperson of the Audit Committee. Each of Ms. Biswal, Ms. Byers, and Mr. Hanrahan qualifies as an “independent” director for purposes of the SEC and NYSE independence rules that are applicable to audit committee members. Ms. Biswal, Ms. Byers, and Mr. Hanrahan have each been determined by the board of directors to be financially literate and have sufficient financial experience and ability to discharge their responsibilities. In addition, each of Ms. Byers and Mr. Hanrahan qualifies as an “audit committee financial expert” as defined by the SEC. Our Audit Committee, among other things, has responsibility for:

Compensation Committee

Our Compensation Committee consists of Paul T. Hanrahan, Tyler D. Todd and Robert A. Waldo. Mr. Hanrahan serves as the chairperson of the Compensation Committee. Mr. Hanrahan qualifies as an “independent” director for purposes of the SEC and NYSE independence rules that are applicable to compensation committee members. As a controlled company, we rely upon the exemption from the NYSE requirement that we have a compensation committee composed entirely of independent directors. Our Compensation Committee, among other things, has responsibility for:

The Compensation Committee may delegate its authority to one or more subcommittees, members of the Board, the chairperson of the Compensation Committee or officers of the Company, to the extent permitted by law, when it deems appropriate and in the best interests of the Company.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Nisha D. Biswal, Paul T. Hanrahan, Tyler D. Todd and Robert A. Waldo. Mr. Hanrahan serves as the chairperson of the Nominating and Corporate Governance Committee. Mr. Hanrahan qualifies as an “independent” director for purposes of the NYSE independence rules that are applicable to board members. As a controlled company, we rely upon the exemption from the NYSE requirement that we have a nominating and corporate governance committee composed entirely of independent directors. Our Nominating and Corporate Governance Committee, among other things, has responsibility for:

Risk Oversight

Our board of directors believes that risk management is an important part of establishing, updating and executing on our business strategy. Our board of directors, as a whole and at the committee level, has oversight responsibility relating to risks that could affect our corporate strategy, business objectives, compliance, operations and financial condition and performance. Our board of directors focuses its oversight on the most significant risks facing us and on its processes to identify, prioritize, assess, manage and mitigate those risks. Our board of directors and its committees receive regular reports from members of our senior management on areas of material risk to us, including strategic, operational, financial, legal and regulatory risks. While our board of directors has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on us.

While our board is ultimately responsible for the risk oversight of our Company, our Audit Committee has primary responsibility for overseeing processes regarding management and mitigation of the risks facing our Company, including major financial, cybersecurity and control risks, and oversight of the measures initiated by management to monitor and control such risks and the process by which our board of directors is informed about such risks. Our Audit Committee also monitors compliance with legal and regulatory requirements and considers and approves or disapproves any related person transactions. Our Compensation Committee has responsibility to review the risks arising from our compensation policies and practices applicable to all employees and evaluate policies and practices that could mitigate any such risks. Our Nominating and Corporate Governance Committee has responsibility to review risks relating to our corporate governance practices. These committees provide regular reports on our risk management practices to our full board, as necessary. Our board believes that the Company’s current leadership structure supports its risk oversight function.

Among other things, our Audit Committee is also responsible for the oversight of risks from cybersecurity threats and the process by which our board is informed about such risks. Our Chief Information Officer reports to the Audit Committee on a periodic basis on data protection and cybersecurity matters. In addition, our Audit Committee receives regular reports on our Company’s cyber risks, exposures and threats, and mitigation plans directly from our information technology department. Our Audit Committee updates our board on such matters at least annually and more frequently as needed. Our cybersecurity program aligns with industry standards, including the National Institute of Standards and Technology Cybersecurity Framework and the guidelines of the International Maritime Organization. We rely upon a multi-layered controls approach, including monitoring, security engineering, incident management and resiliency. The efficacy of our cybersecurity program is assessed through monitoring and the engagement of third-party experts. Our global information security team assesses cyber risks on an on-going basis and adjusts our program as needed. Our employees regularly participate in information security training and awareness campaigns designed to strengthen adoption of secure behaviors. For additional information, please refer to Section 1C of our Annual Report on Form 10-K for the year ended December 31, 2024.

Stockholder Engagement

We respect and benefit from interactions with stockholders, prospective investors and institutional analysts. Our Investor Relations team coordinates these engagements, which include, but are not limited to, participation at investment conferences, quarterly earnings conference calls, one-on-one meetings and visits throughout the year as well as our annual stockholder meeting. These meetings often include participation by our President and Chief Executive Officer, Chief Financial Officer, and/or functional business leaders. Topics generally focus on corporate performance, strategy, governance, market conditions and sustainability and corporate responsibility issues.

Engagements with stockholders offer our management team an opportunity to solicit stockholder views and input, which in turn, is shared with our board of directors.

Our Principles of Corporate Governance codify our board of directors’ oversight of stockholder engagement and reflect their understanding of the critical role stockholder engagement plays in governance.

Sustainability and Corporate Responsibility

Sustainability

We strive to operate our business in a responsible manner, incorporating social responsibility, environmental stewardship and transparent governance throughout our operations. This is consistent with our corporate values of stewardship, accountability, improvement and leadership in everything we do, everywhere we operate around the world. It also aligns with our business objectives to help bring cleaner and more accessible energy to global markets.

Our board of directors oversees our sustainability efforts, related strategic planning and risk management, policies, and procedures. Our Nominating and Corporate Governance Committee has oversight of our sustainability strategy and practices. This Committee receives regular updates on sustainability and corporate responsibility activities. At the operating level, sustainability responsibility resides with our Chief Executive Officer and is guided by an ESG steering committee, which includes, among others, our Chief Operating Officer, Chief Financial Officer, Chief Human Resources Officer, and General Counsel. In addition, we have sustainability and corporate responsibility working teams who are responsible for implementing strategies in the areas of employee safety, business ethics, corporate social responsibility, greenhouse gas (“GHG”) emissions, air quality and regulatory reporting to the Securities and Exchange Commission.

We are continuing to develop our GHG inventory, enhancing our controls for annual emissions measurement and reporting, further integrating our sustainability and corporate responsibility strategy throughout our operations, and implementing new policies on Human Rights and Supplier Code of Conduct. Our sustainability and corporate responsibility strategy guides our efforts to operate responsibly, enabling us to deliver an essential service that is helping secure a sustainable future for all. In 2023, we conducted a sustainability materiality assessment through a survey and interviews with our primary stakeholders, both internal and external, about the sustainability and corporate responsibility topics most important to them and our business. These stakeholders included senior leadership, board members, investors, customers, think tanks, public organizations, suppliers and non-governmental agencies. Through this process, we are able to prioritize sustainability and corporate responsibility focus areas, outlined below, where we can have the most impact:

Human Capital Resources

Our human capital is one of our most valuable assets. As of December 31, 2024, we had a global headcount of 919 colleagues, consisting of 241 full-time onshore employees and 678 seafarers. The seafarers and Belgium employees are represented by labor unions or covered under collective bargaining agreements.

We place a high premium on attracting, developing and retaining a talented and high-performing workforce. Our employees are expected to act with integrity, responsibility and compliance and uphold governance and ethics best practices, including adherence to an equal opportunity policy that prohibits discrimination in any form. We believe our employees' commitment is fundamental to having a sustainable business. We offer our employees a variety of company-paid benefits, which we believe are competitive relative to others in our industry. Our onshore employees earn a base salary plus an annual bonus (short term incentive plan) with targets aligned with organizational goals. Our seafarers earn salaries and other compensation commensurate with terms outlined in their collective bargaining agreements. We believe that our relations with our employees are good.

For over two decades, we have worked to provide safe, efficient and cost-effective LNG solutions, and we believe that our success has been in large part due to our employees’ commitment to excellence. Our core values of stewardship, accountability, improvement and leadership (“SAIL”) represent not only our beliefs in how we conduct our business but also how we engage our employees. We have worked to establish a corporate culture with a focus on creating a collaborative environment that fosters the personal intellectual growth of each of our employees.

We aim to create an environment where every team member feels valued and empowered to contribute their unique ideas and perspectives. As a U.S.-based company with global operations, we collaborate with a diverse range of colleagues, vendors, customers, partners and local communities. The collective sum of our employees' individual differences, life experiences, knowledge, inventiveness, innovation, self-expression and talent has been an important driver of our success over the years.

Health, Safety & Environmental

Our health, safety and environmental function is responsible for maintaining the safety of all our employees, operations and assets as well as compliance with all applicable laws and regulations related to our environmental impact. We have a health, safety, security, environmental and quality policy, which is independently certified under the International Safety Management Code, an international standard for the safe management and operation of ships. In addition, we have training programs and tools tailored to both onshore and fleet personnel and positions. Safety performance is measured, monitored and audited on a regular basis.

Corporate Social Responsibility

We are invested in the communities and markets in which we operate. Our efforts to help improve the quality of life and resilience of these communities are focused on education, health, climate, and emergency relief. In 2024, we funded Society of Petroleum Engineers scholarships for students in the U.S. Gulf Coast to pursue university studies that would prepare them for eventual careers in the energy industry. Additionally in Bangladesh, we sponsored a Weekend Film Challenge to help budding filmmakers produce public service announcements on environmental awareness. In Brazil, we partnered with Caritas to deliver humanitarian relief after heavy rains and floods displaced people from their homes and local communities. In Belgium, we launched a new corporate social responsibility partnership with Antwerp Seafarers' Welfare, which provides comprehensive services for international seafarers who call on Europe’s second largest port.

Communications with Directors

Stockholders and other interested parties who wish to communicate with our board, the chairperson of the board, the independent directors as a group, or any individual director may do so by sending an email to corporatesecretary@excelerateenergy.com or in writing, c/o our Executive Vice President and General Counsel at 2445 Technology Forest Blvd., Level 6, The Woodlands, Texas 77381. Communications we receive that relate to accounting, internal accounting controls, auditing matters or securities law matters will be referred to the Audit Committee unless the communication is directed otherwise. You may communicate anonymously and/or confidentially. Each communication will be reviewed to determine whether it is appropriate for presentation to our board or the applicable director(s). The purpose of this screening is to allow our board (or the applicable individual director(s)) to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations, product inquiries or any offensive or otherwise inappropriate materials).

Code of Conduct and Ethics

Our board adopted a Code of Conduct and Ethics (the “Code”) relating to the conduct of our business by all of our employees, executive officers (including our principal executive officers, principal financial officer and principal accounting officer (or persons performing similar functions)), and directors. This Code satisfies the requirement that we have a “code of conduct” under the NYSE and SEC rules and is available on our website at https://excelerateenergy.com/our-values/. To the extent required under the listing rules and SEC rules, we intend to disclose future amendments to certain provisions of this Code, or waivers of such provisions, applicable to any of our executive officers or directors, on our website identified above.

Corporate Governance Guidelines

Our board also adopted principles of corporate governance to formalize its governance practices and serve as a flexible framework within which our board of directors and its committees operate. These guidelines cover a number of areas, including, among others, the role of our board of directors, board composition and leadership structure, director independence, director selection, qualification and election, director compensation, executive sessions, chief executive officer evaluation, succession planning, annual board assessments, board committees, director orientation and continuing education and board communications with stockholders. A copy of our corporate governance guidelines is posted on our website at https://ir.excelerateenergy.com/governance/governance-documents/.

Insider Trading Policy and Prohibitions and Restrictions on Hedging and Pledging Transactions

The Company has adopted an Insider Trading Policy that contains policies and procedures governing the purchase, sale and/or other dispositions of the Company’s securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards applicable to the Company. Among other things, our Insider Trading Policy prohibits our directors, officers and employees and members of their immediate families and households and their controlled entities (i.e., corporations or other business entities controlled or managed by any such person and trusts or other entities for which any such person is the trustee or in which any such person has a beneficial pecuniary interest) from (i) engaging in speculative transactions (including short sales and puts or calls), (ii) hedging Company securities (including through the purchase of financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds) and (iii) pledging Company securities as collateral for a loan or holding Company securities in a margin account.

2024 Director Compensation

Mr. Kobos, as well as Don P. Millican, Tyler D. Todd and Robert A. Waldo, who are the directors affiliated with Kaiser, our controlling stockholder, do not receive additional compensation for their services on our board of directors. Our 2024 compensation program for independent, unaffiliated directors was comprised of the following elements.

Each director also receives reimbursement for reasonable travel and miscellaneous expenses incurred in attending meetings and activities of our board of directors and its committees.

Set forth below are details on the 2024 compensation earned or granted to each of the independent, unaffiliated directors who served during 2024.

Director Compensation Policy Changes

In 2025, the board of directors, upon recommendation of the Compensation Committee, approved an increase to the annual cash retainer, raising it to $75,000 and increases to the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee chairperson retainers, raising such to $23,000, $17,000, and $15,000, respectively. After reviewing both peer group and survey data, such increases were approved to better align our director compensation package with our compensation peer group and industry practice. We have not otherwise revised our director compensation program since it was initially established in April 2022 in connection with our IPO.

EXECUTIVE OFFICERS

The following individuals constitute our executive officers:

* As of the proxy filing date.

The biography of Mr. Kobos appears above under “Nominees for Director.” Biographies of the remaining executive officers appear below:

Dana A. Armstrong has served as Executive Vice President and Chief Financial Officer of EELP since April 2020 and Executive Vice President and Chief Financial Officer of Excelerate since September 2021. Prior to joining EELP, from September 2015 to April 2020, Ms. Armstrong served as the Senior Vice President and Chief Financial Officer of Scientific Drilling International, a leading energy services provider and manufacturer. Before joining Scientific Drilling International, between 2007 and 2015, Ms. Armstrong served in various leadership roles at ION Geophysical, a global provider of technology-driven geophysical solutions including as the Vice President and Treasurer from 2012 to 2015. Prior to that, Ms. Armstrong served in various senior financial leadership roles at Thermo Fisher Scientific, a world leader in serving science. Ms. Armstrong serves as a director of Great Lakes Dredge & Dock Corporation. Ms. Armstrong earned a bachelor’s degree in accounting and a master’s degree in business administration from the University of Houston. She is also a licensed Certified Public Accountant.

David A. Liner has served as Executive Vice President and Chief Operating Officer of Excelerate since January 2023. Previously, Mr. Liner served as Vice President of Operations and Maintenance of EELP from August 2021 through December 2022. Prior to joining EELP, Mr. Liner served in various leadership roles over his 20-year career at SeaRiver Maritime, Inc., a U.S. marine transportation company and wholly owned subsidiary of ExxonMobil. These roles included the Americas Freight Trading Manager (2021), Americas Crude & Feedstocks Manager (2020), Planning & Strategy Manager (2018-2020), and the Chief Commercial and Planning Officer for Qatar Gas Transport Company Ltd. (Nakilat) (on secondment from ExxonMobil) (2015-2018). Mr. Liner also served in various roles for SeaRiver Maritime Inc. and ExxonMobil Development Company from 2001 to 2015, as an engineer for BMT Designs & Planners, Inc. from 2000 to 2001, and as an engineer for the American Bureau of Shipping from 1996 to 2000. Mr. Liner holds a bachelor’s degree in Ocean Engineering from the Florida Institute of Technology.

Oliver L. Simpson has served as Executive Vice President and Chief Commercial Officer of Excelerate since November 2023. Mr. Simpson joined EELP in 2014 and has served in various roles, including as Vice President, Commercial of EELP from 2017 to 2023, where he was responsible for managing the commercial shipping business and supporting and executing a wide range of transactions on behalf of EELP. Prior to joining EELP in 2014, Mr. Simpson served in various roles at affiliates of Astrup Fearnley Group, an international ship brokering and consulting company, and was responsible for overseeing various roles in the LNG division, including the LNG chartering department. Between 2004 and 2008, Mr. Simpson served in various trading and risk positions within the Gas & Power division of Total Energies in London and Houston. Mr. Simpson earned a Master of Arts in Modern History from University of St. Andrews in Scotland.

Alisa Newman Hood has served as Executive Vice President and General Counsel of EELP since January 2021. Ms. Newman Hood has served as Executive Vice President and General Counsel of Excelerate since September 2021. She formerly served as a Senior Vice President of EELP, (on secondment from Frederic Dorwart, Lawyers PLLC, where she was employed as an attorney between May 2019 and December 2020) between May 2019 and December 2020. Previously, Ms. Newman Hood served as General Counsel at ARTIC, a Qatari real estate holding company, between September 2017 and April 2019; Akfel Commodities, the largest private importer of natural gas in Turkey, between August 2016 and September 2017; and Aluminium Bahrain B.S.C., traded on the London Stock Exchange and one of the world’s largest aluminium smelters, between December 2009 and October 2012. From 2012 to 2016, Ms. Newman Hood served as Senior Advisor to the U.S. Special Envoy for International Energy Affairs at the State Department. She began her legal career in the project finance and energy practice at White & Case LLP in New York and Washington. Ms. Newman Hood earned a bachelor’s degree from Brown University and a Juris Doctorate from Georgetown University Law Center, where she has been on the adjunct faculty teaching oil and gas law since 2007.

Amy Thompson Broussard has served as Executive Vice President and Chief Human Resources Officer of EELP since December 2020. Ms. Thompson Broussard has served as Executive Vice President and Chief Human Resources Officer of Excelerate since September 2021. Prior to joining EELP between May 2018 and September 2020, Ms. Thompson Broussard served as the Senior Vice President and Chief Human Resources Officer of Apergy Corporation, a leading oil and gas technology and services company, and was responsible for establishing the company’s human resources function, talent management processes, and executive compensation programs. Before that, between 2014 and 2018, Ms. Thompson Broussard served as Segment HR Vice President for Dover Energy, a segment of Dover Corporation, a diversified global manufacturer. Prior to that, between 1998 and 2014, she held various human resources roles within Baker Hughes, an international industrial service company and one of the world’s largest oil field services companies, and she served as a Human Resources Advisor for Oxy Oil and Gas, a hydrocarbon exploration company. Ms. Thompson Broussard earned a bachelor’s degree from Louisiana State University and a master’s degree in business administration from the University of Dallas.

Michael A. Bent has served as Vice President, Controller of EELP since May 2021 and Vice President, Controller of Excelerate since September 2021 and was appointed Chief Accounting Officer of Excelerate in January 2022. Prior to joining EELP, Mr. Bent served in various leadership positions at Exterran Corporation, a global systems and process company offering solutions in oil, gas, water and power markets, including as

its Vice President Accounting, Tax and Treasurer, responsible for the company’s accounting function, from September 2019 to April 2021, its Vice President Tax and Treasurer from March 2017 to September 2019 and its Vice President Finance and Treasurer from November 2015 to March 2017. Mr. Bent joined Exterran Corporation’s predecessor Exterran Holdings, Inc. (now Archrock Inc. and previously Hanover Compressor Company) in 2001 and served in various accounting and finance roles at the company. Prior to joining Exterran, Mr. Bent served as Alpha Technologies Group’s Corporate Controller. He began his career in public accounting at Pannell Kerr Foster of Texas. He earned a bachelor’s degree in accounting and finance from Loyola University, New Orleans and is a licensed Certified Public Accountant.

PROPOSAL 2—NON-BINDING, ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the Section 14A of the Exchange Act and the related rules of the SEC, we are asking our stockholders to approve, on a non-binding and advisory basis, the compensation of our named executive officers for the fiscal year ended December 31, 2024, as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules. This proposal is commonly referred to as a “Say-on-Pay” vote.

As described in detail under in the “Compensation Discussion & Analysis” section of this proxy statement, including the related tables and narrative, our compensation program is designed to attract, retain, incentivize and reward talented leaders with the skills and experience necessary to successfully execute on our business plan and objectives. We further believe that our compensation program aligns our executive’s incentives with those of our stockholders and provides pay levels commensurate with both individual and Company performance.

For the reasons discussed, the board recommends that stockholders vote “FOR” the following resolution:

“RESOLVED, that the stockholders approve, on a non-binding and advisory basis, of the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2024, as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure contained in this proxy statement.)”

The Say-on-Pay vote is advisory and is therefore not binding on us, our Compensation Committee or our board. However, our board and Compensation Committee values the opinions expressed by stockholders in their vote on this proposal and will review and consider the outcome of the stockholder vote when making future decisions regarding compensation for named executive officers. Our board’s current policy is to hold annual Say-on-Pay votes, and thus, we expect that we will conduct our next Say-On-Pay vote at the 2026 annual meeting of stockholders.

COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion and Analysis (“CD&A”), provides an overview of our executive compensation philosophy, objectives and design and each element of our executive compensation program with regard to the compensation awarded to, earned by, or paid to our named executive officers (“NEOs”) for 2024, as well as certain changes we have made to our executive compensation program since the end of 2024.

Our NEOs for 2024 are:

Summary of 2024 Performance Achievements

We delivered strong results in 2024, seeing continued financial success and significant operational achievements, including the following:

* Adjusted EBITDA is a non-GAAP metric. For a reconciliation of net income to Adjusted EBITDA, see Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2024.

Our balance sheet strength and liquidity provide flexibility to pursue new growth opportunities. To optimize our core business, our fleet of FSRUs is growing through both selective acquisitions for FSRU conversions and construction of new vessels, such as with Hull 3407. To advance our growth strategy, we remain focused on catalysts for value creation by acquiring ownership interests in LNG regasification terminals, establishing a diversified LNG portfolio to support long-term LNG sale and purchase agreements and investing in downstream natural gas infrastructure.

In 2024, we delivered on short-term goals while positioning our business for success in the long-term, and our financial and safety results outperformed our compensation plan targets. Consistent with our pay-for-performance philosophy, a significant portion of our NEO's compensation is at-risk and performance-based. The performance metrics selected for our short- and long-term incentive plans are generally used to evaluate the success of our business. We further describe our 2024 incentive plan goals and performance achievements on pages 20 through 23.

Compensation Philosophy, Objectives & Elements

Our executive compensation program is designed to attract, retain, incentivize and reward talented leaders with the skills and experience necessary to successfully execute on our business plans and objectives. We further seek to align our executive’s incentives with those of our stockholders and to provide pay levels commensurate with both individual and Company performance. This alignment motivates executives to achieve pre-determined goals and create long-term stockholder value. We also believe our compensation programs and policies should mitigate excessive

risk-taking, prevent misconduct and protect stockholder value. Therefore, our executive compensation program includes key features that align those interests, such as:

The 2024 compensation program for the NEOs was comprised of the following key components:

Setting Executive Compensation

Before each year begins, we review executive compensation levels and programs to assess their competitiveness and alignment with business priorities. This assessment is conducted by our Compensation Committee, with assistance from Meridian Compensation Partners (“Meridian”), its independent compensation consultant, and our Chief Executive Officer (“CEO”). In reviewing our executive compensation programs, the Compensation Committee considers publicly-available compensation benchmarking information and market survey data, which are used to assess executive target pay levels against both the executives of our compensation peer group as well as general industry and energy industry perspectives. The Compensation Committee also considers the following when making decisions on executive officer compensation: individual skills, experience, expertise and performance, known differences in the scope of roles between Excelerate and peer/industry survey companies, Excelerate's relative size, financial condition and prospects for future performance, relative business complexity, perspectives on the practical labor market for a given position and internal positioning.

Roles in the Compensation Determination Process

Compensation Committee Decision Timeline

Compensation Peer Group and Survey Data

With Meridian's assistance, the Compensation Committee established a peer group to benchmark pay levels and incentive plan design for executive officers. In addition to data prepared by Meridian regarding this compensation peer group, the Committee also considered general industry and

energy industry survey data when setting compensation levels. When assessing potential peers, the Compensation Committee focused on companies similar in size, industry sector, operational scope and business model who provided sufficient and comparable compensation disclosures. In evaluating peers based on market capitalization, we calculate our market capitalization based on the combined number of shares of Class A common stock and Class B common stock outstanding as of the measurement date.

The Compensation Committee reviews the compensation peer group annually and determines if adjustments are necessary or appropriate. For fiscal 2024, the Compensation Committee approved the same compensation peer group as was used in fiscal 2023, except Renewable Energy Group, Inc. was removed due to their acquisition by Chevron Corporation.

The remaining following companies comprised the compensation peer group for fiscal 2024:

In July 2024, with assistance from Meridian, the Compensation Committee reviewed and approved the continued use of the existing compensation peer group for purposes of 2025 compensation decisions; however, Crestwood Energy Partners, LP and Magellan Midstream Partners, L.P. were removed from the 2025 compensation peer group, due to mergers and acquisitions.

Although the Compensation Committee considers peer group benchmarking data as well as industry survey data in setting pay levels and generally targets pay within a competitive range for each position, it retains discretion to pay above or below such level after considering the executive’s role, experience, responsibilities, performance and retention needs.

For our Long-Term Incentive Plan, the Compensation Committee also established a separate performance peer group against which our absolute and relative TSR performance are measured. For 2024, our performance peer group consisted of each of the companies in the Vanguard Energy ETF Market Index as of January 1, 2024.

2024 Compensation Decisions

Base Salary

Each NEO’s base salary is a fixed component of compensation for performing specific job duties and functions and is established at a level commensurate with the NEO’s expertise, experience, and tenure. In February 2024, the Compensation Committee reviewed base salary levels for all executive officers as part of its annual compensation review process and approved increases to Ms. Armstrong’s and Mr. Liner’s base salaries retroactive to January 1, 2024, to more closely align their compensation with compensation peer group and industry benchmarks, and for Mr. Liner, to achieve a more desirable pay position reflecting his second year as Chief Operating Officer and Executive Vice President. Mr. Simpson also received a salary adjustment, effective November 1,2024, in recognition of his elevated and expanded strategic responsibilities in connection with assuming the Executive Vice President and Chief Commercial Officer position.

Set forth below are our NEO’s annual base salary levels as in effect as of December 31, 2023 and December 31, 2024.

Short-Term Incentive Plan

Our short-term incentive plan (“STIP”) provides a meaningful portion of cash compensation in a form that flexes with Company performance, motivating our NEOs to deliver on key business objectives. Awards under the STIP may be earned based upon the achievement of annual Company and individual performance goals. Each NEO has a target STIP opportunity set as a percentage of his or her STIP-eligible annual base salary. The

Compensation Committee increased the 2024 STIP targets for Mr. Kobos, Ms. Armstrong, and Mr. Liner, as reflected in the following table, in recognition of their individual performance and to better align total target compensation with market median pay ranges for their respective roles.

For 2024, the NEOs' STIP targets were as follows:

(1) Mr. Simpson’s bonus target percentage changed from 60% to 65% effective November 1, 2024 in recognition of his expanded role and duties within the Company. His 2024 STIP payment reflected on page 22 has been prorated to account for his mid-year target STIP award change.

The 2024 STIP was earned based on the Compensation Committee's evaluation of the performance of each NEO and our achievement of the following enterprise performance measures:

Threshold, target, stretch, and maximum performance goals are established for each of the financial metrics. STIP payouts for performance relative to these goals are as follows:

Payouts for achievement between goal levels are calculated using linear interpolation. These performance levels do not apply for Safety Performance and Individual and Strategic Goals.

Set forth below are the applicable goals for each performance measure as well as our achieved results for 2024:

The Compensation Committee also evaluated each NEO’s achievement of his or her Individual and Strategic Goals, which had been established by the Compensation Committee at the start of the year (weighted 20%, with a 0% to 200% payout opportunity). Individual NEO achievement for this portion ranged from 135% to 160%.

Areas of achievement for 2024 considered in arriving at these results included:

In February 2025, the Compensation Committee assessed the performance of our NEOs and the Company as a whole and determined 2024 STIP payouts as follows:

(1) Mr. Simpson’s STIP bonus opportunity was prorated to account for compensation adjustments that took effect November 1, 2024 (as described on page 20).

The resulting overall STIP award payouts as a percentage of target for the NEOs ranged from 124.6% to 129.6%.

The Compensation Committee revised the 2025 STIP performance metrics to emphasize key company focus areas for 2025, by replacing the Incentive Operating Expenses and SG&A Expenses performance metrics with a Business Development metric. The resulting performance metrics and weights are: Incentive Adjusted EBITDA: 45%, Business Development: 25%, and Safety Performance: 10%. Individual and Strategic goals make up the final 20%.

Long-Term Equity Incentives

The Company maintains the Excelerate Energy, Inc. Long-Term Incentive Plan (the “LTI Plan”) to promote and closely align the interests of the Company’s employees, officers, non-employee directors and other service providers and its stockholders by providing stock-based compensation and other performance-based compensation. The LTI Plan allows for the grant of stock options (both incentive stock options and “non-qualified” stock options), stock appreciation rights (alone or in conjunction with other awards), restricted stock and RSUs (including grants of RSUs that are subject to the attainment of performance conditions), incentive bonuses (which may be paid in cash, stock or a combination thereof), and other stock-based awards.

Effective March 5, 2024, the board approved long-term incentive awards for the NEOs, delivered in the form of 50% RSUs and 50% PSUs. The RSU awards vest ratably in annual installments over three years from the date of grant. The 2024 PSUs were divided among two separately-measured metrics: relative total shareholder and absolute total shareholder return. These measures were selected because the Compensation Committee believes they support our strategic focus on growth and value creation, as well as a desire to replace the Adjusted EBITDA metric that overlaps with the STIP. The PSUs vest based on the Company’s performance over a three-year performance period (January 1, 2024 through December 31, 2026). Earned awards are settled in shares. NEOs must also remain generally employed through the certification (anticipated February 2027) in order to receive any earned and vested PSUs.

The number of RSUs and the target number of PSUs granted to each NEO was determined by dividing the target dollar value of each award by the closing market price per share of our Class A Common Stock on the last trading day prior to the date of grant, March 4, 2024, which was $14.99.

In addition to the awards noted above, Mr. Simpson received the following grants of RSUs and PSUs in 2024:

(1) In March and November 2024, Mr. Simpson received a grant of RSUs with a grant date fair market value per unit of $14.95 and $23.88, respectively, with each vesting ratably over three years. Mr. Simpson’s March 2024 RSU grant was earned in recognition to his contributions to various strategic initiatives, and his November award was granted in recognition of his expanded role and responsibilities with the Company.

(2) In November 2024, Mr. Simpson received these PSUs, which were converted from a target award value to a number of units based on a price of $23.88 per share, the closing stock price of the Company’s stock on October 31, 2024. Like the March 5, 2024 annual PSU grants, these November 2024 PSU grants were divided among two separately-measured metrics: relative total shareholder return and absolute total shareholder return, assessed over the same performance period of January 1, 2024 to December 31, 2026.

ATSR PSUs

The 50% component of the PSUs allocated to ATSR performance are earned based on Excelerate’s three-year cumulative total shareholder return as compared to the following pre-established goals, set at the start of the January 1, 2024 to December 31, 2026 performance period.

At the end of the performance period, a percentile ranking is calculated and applied to the payout scale to determine the number of earned PSUs, which may range from 0% to 200% of the target number of PSUs awarded. The Compensation Committee will determine the Company’s percentile ranking and the associated number of ATSR PSUs earned by multiplying the target shares allocated as ATSR PSUs by the applicable payout percentage, determined in accordance with the following payout scale (with straight-line interpolation for any attained percentile within two designated percentile levels):

RTSR PSUs

The 50% component of the PSUs allocated to RTSR performance are earned based on Excelerate’s cumulative total shareholder return relative to the constituent companies of the Vanguard Energy ETF market index as of January 1, 2024, over the January 1, 2024 to December 31, 2026 performance period.

At the end of the performance period, a percentile ranking is calculated and applied to the payout scale to determine the number of earned PSUs, which may range from 0% to 200% of the target number of PSUs awarded. If absolute total shareholder return over the performance period is negative, payouts in respect of this award will be capped at 100% of the target number of PSUs granted, regardless of the Company’s relative TSR positioning. The Compensation Committee will determine the Company’s percentile ranking and the associated number of RTSR PSUs earned by multiplying the target shares allocated as TSR PSUs by the applicable payout percentage, determined in accordance with the following payout scale (with straight-line interpolation for any attained percentile within two designated percentile levels):

Other Compensation Items

401(k) Plan

Excelerate sponsors a tax-qualified 401(k) plan in which the NEOs and all other eligible U.S. employees may participate. The 401(k) plan provides for company matching contributions equal to 100% of a participant’s contributions up to 3% of their eligible compensation and 50% of a participant’s contributions up to 5% of eligible compensation. Matching contributions provided to our NEOs are reflected in the “All Other Compensation” column of the Summary Compensation Table below.

Deferred Compensation Plan

Excelerate maintains the Excelerate Energy Deferred Compensation Plan (the “NQDC Plan”), a non-qualified deferred compensation plan under which our independent directors and certain highly compensated employees, including each of the NEOs, are permitted to elect to defer the receipt of certain compensation until a separation from service or other designated future payment date. Amounts deferred under the plan accrue deemed earnings based on the returns of a menu of designated investment funds. For additional information on this plan, including 2024 contributions thereto, see “Nonqualified Deferred Compensation Plan” below.

Of our NEOs, Messrs. Kobos and Liner participated in the NQDC Plan in 2024. The Company did not provide employer contributions with respect to either of these NEOs in 2024.

Limited Perquisites

The Company provides limited perquisites to executive officers. The Company does not provide a tax-gross up to offset imputed income realized by any of our NEOs as a result of such perquisites. When the aggregate value of such perquisites and personal benefits is $10,000 or more for the year, it is included in the “All Other Compensation” column of the Summary Compensation Table below.

Compensation Arrangements

Employment Agreements

We are not party to any employment agreement with our NEOs although certain officers have entered into offer letters that established their initial compensation levels.

Other Compensation Matters

Hedging and Pledging Policies

Our Insider Trading Policy prohibits our directors, officers and employees and members of their immediate families and households and their controlled entities (i.e., corporations or other business entities controlled or managed by any such person and trusts or other entities for which any such person is the trustee or in which any such person has a beneficial pecuniary interest) from (i) engaging in speculative transactions (including short sales and puts or calls), (ii) hedging Company securities (including through the purchase of financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds) and (iii) pledging Company securities as collateral for a loan or holding Company securities in a margin account.

Clawback And Forfeiture Policies

We are committed to conducting business with integrity in accordance with high ethical standards and in compliance with applicable laws, rules and regulations, including those applicable to the accuracy of the Company’s publicly reported financial information. The Compensation Committee maintains our Clawback and Forfeiture Policy. The policy applies to all equity and incentive compensation paid, granted, earned, vested or otherwise awarded to current or former executive officers. The Compensation Committee may claw back such covered compensation if (i) the Company is required to restate its financial statements due to material non-compliance with any financial reporting requirements or the Company calculated performance achievement in a materially inaccurate manner and the Compensation Committee determines that incentive compensation would have been lower under the restated financial results or correct calculation of the performance metric or (ii) the executive officer has engaged in egregious conduct that is substantially detrimental to the Company.

The Compensation Committee has also adopted an additional mandatory Dodd-Frank Clawback Policy (the “Dodd-Frank Clawback Policy”) designed to comply with final listing standards adopted by the New York Stock Exchange to implement Exchange Act Rule 10D-1. Under the Dodd-Frank Clawback Policy, the Company will recoup any excess incentive-based compensation earned by an executive officer (including each of our NEOs), on or after October 2, 2023 and during a three fiscal year lookback period, in the event of a financial restatement if a lesser amount of incentive-based compensation would have been earned had such incentive-based compensation been determined based on the restated results.

Stock Ownership Guidelines

We believe in aligning the interests of the Company’s leaders with those of the Company’s stockholders. To promote this alignment and the Company’s commitment to sound corporate governance, the Company maintains a Stock Ownership and Retention Policy. The policy applies to each independent member of the board and to each of our executive officers, who are subject to the following ownership guidelines:

Shares of common stock owned directly, owned by a spouse, minor child, any other immediate family member residing in the same household or held in a trust for the benefit of any such individual and shares underlying all outstanding Company equity awards (whether vested or unvested) other than unexercised stock options and any unearned performance-based stock awards are counted as owned under the policy. Participants have five years from the later of (i) November 7, 2022 and (ii) the date of appointment to their position to comply with the minimum ownership requirement.

Until the Minimum Ownership Requirement is met and if a Participant’s Company Equity holdings drop below the applicable Minimum Ownership Requirement as of annual measurement dates, Participants are (i) prohibited from selling or otherwise disposing of any company equity, and (ii) are required to hold 75% of the Net Shares (as defined below) acquired through the Company’s equity compensation programs, in each case until the applicable Minimum Ownership Requirement is met. “Net Shares” are those shares of Company common stock that remain after shares are sold or withheld to pay the exercise price of stock options (if applicable) and any applicable payroll and withholding taxes.

Each of our NEOs has achieved their required ownership level, or is on track to achieve their required ownership level within the requisite time period.

Risk Assessment

The Compensation Committee has reviewed our compensation programs in consultation with its independent consultant and has determined that our executive and non-executive compensation programs do not encourage excessive or unnecessary risk taking, and any risk inherent in our compensation programs is unlikely to have a material adverse effect on us.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included herein with management, and based on the review and discussions, the Compensation Committee recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee

Paul T. Hanrahan

Tyler D. Todd

Robert A. Waldo

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The table below sets forth the annual compensation paid to, earned by, or granted to the NEOs during the fiscal years ended December 31, 2024, December 31, 2023, and December 31, 2022. Mr. Liner was not a NEO for 2022, and Mr. Simpson was not a NEO for 2022 or 2023.

Grants of Plan-Based Awards

The following table sets forth information with respect to (1) the short term incentive opportunities provided to each NEO for 2024 under the STIP and (2) the stock awards granted to each NEO under our LTI Plan.