Pamela Beall
Independent
Tenure on this board
New nominee
6 nominees · 4 ballot items.
Election of directors (six nominees), approval of an increase to the 2017 Omnibus Incentive Plan share reserve, advisory vote to approve executive compensation (say-on-pay), and ratification of KPMG LLP as independent auditors.
Elect two Class B directors (Pamela Beall and In Kyu Park) and four Class C directors (Matthew Bonanno, General Charles Q. Brown, Jr., Diana Sands, and David Stover) for specified terms.
Approve an amendment to increase the maximum shares available under the 2017 Equity Plan from 34,262,461 to 39,262,461.
Proposal asks shareholders to approve a 5,000,000-share increase to the 2017 Omnibus Incentive Plan reserve to support future equity awards. Management seeks approval to maintain recruiting, retention and incentive flexibility and to continue aligning employee and director incentives with stockholder interests. The amendment includes standard governance protections (no evergreen, no repricing without stockholder approval, anti-recycling, limits on non-employee director awards, and clawback provisions). Approving the amendment would enable the company to grant PSUs, RSUs and other equity to executives and employees—tools integral to NextDecade’s long-term alignment given its capital-intensive LNG projects and milestone-driven value creation. The board’s affirmative recommendation is based on current share availability (4.45M remaining), recent significant equity usage for milestone awards (e.g., Train 4/5 FIDs) and the need to preserve cash flexibility; management argues that alternative compensation (e.g., higher cash pay) would be less aligned to stockholders and potentially harm liquidity. Investors should weigh dilution from the 5M-share increase against the company’s near-term pipeline of financing and project-construction milestones that management believes will create long-term value.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
Management seeks a non-binding advisory approval of NEO compensation, presenting a comprehensive compensation program emphasizing pay-for-performance, long-term equity (50% PSUs / 50% RSUs), and annual incentives tied to a quantitative scorecard. The program’s design elements—TSR-based PSUs with higher-percentile targets for payouts, an absolute TSR cap preventing payout if absolute TSR is negative, caps on payouts, stock ownership guidelines, clawback policy and use of independent consultants—are cited to justify alignment with shareholder interests. The board notes strong prior support (approximately 89% in 2025) and plans to consider the advisory vote outcome in future compensation decisions, though the vote is non-binding. Investors should evaluate the balance between executive retention needs in a capital-intensive LNG buildout and potential pay outcomes tied to milestone financing and FIDs.
Ratify KPMG LLP as the Company’s independent registered public accounting firm and auditors for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Mubadala Investment Co PJSC | 5.36% | 14,206,376 | $109M |
| 2 | BlackRock, Inc. | 4.20% | 11,138,461 | $85M |
| 3 | Man Investment Partners (US) LP | 3.50% | 9,274,894 | $71M |
| 4 | BlackRock, Inc. | 2.32% | 6,155,399 | $47M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.23% | 5,906,171 | $45M |
| 6 | Catalyst Capital Advisors LLC | 1.97% | 5,216,592 | $40M |
| 7 | BlackRock, Inc. | 1.70% | 4,503,947 | $35M |
| 8 | STATE STREET CORP | 1.34% | 3,548,273 | $27M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.32% | 3,485,792 | $27M |
| 10 | MILLENNIUM MANAGEMENT LLC | 0.96% | 2,553,841 | $20M |
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