NEXTDECADE CORP (NEXT)
Sector: Energy
2026 Annual Meeting Analysis
NEXTDECADE CORP · Meeting: June 3, 2026
Directors FOR
6
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors (Class B and Class C)
Ms. Beall joined the board in July 2025, which is less than 24 months ago, so she is exempt from the stock performance trigger; she brings strong energy-sector finance credentials as a former CFO of Marathon Petroleum and qualifies as an audit committee financial expert.
Mr. Park joined the board in July 2025, less than 24 months ago, exempting him from the TSR trigger; his energy and clean-power operational experience is relevant to NextDecade's LNG infrastructure business.
Mr. Bonanno is a new nominee with no prior tenure on this board during the measurement period, so the TSR trigger does not apply; his credit and LNG-sector investment experience at General Atlantic is directly relevant.
General Brown is a new nominee with no prior board tenure, so the TSR trigger does not apply; his national security and global infrastructure expertise is relevant for an LNG export company with geopolitical and regulatory dimensions.
Ms. Sands joined the board in July 2025, less than 24 months ago, exempting her from the TSR trigger; her deep financial and governance expertise, including audit committee financial expert designation, is a strong fit.
Mr. Stover is a new nominee with no prior board tenure during the measurement period, so the TSR trigger does not apply; his 40-plus years of upstream oil and gas leadership including as CEO of Noble Energy is highly relevant experience.
All six nominees are either new to the board or joined within the past 24 months, making each exempt from the TSR underperformance trigger under the policy's 24-month new-director exemption. The peer group data shows NEXT's 3-year TSR trailed the compensation peer group median by 53 percentage points — which does exceed the 50-percentage-point threshold for a strong-positive-TSR company — but this trigger applies only to directors with tenure that meaningfully overlaps the underperformance period. None of the six nominees on this ballot meet that criterion, so all receive a FOR determination. The slate brings diverse and directly relevant credentials in LNG, energy finance, infrastructure investment, and national security.
Say on Pay
✓ FORCEO
Matthew K. Schatzman
Total Comp
$12,843,261
Prior Support
89%%
The CEO's total reported compensation of approximately $12.8 million is elevated for a $2 billion market-cap energy company, but the committee explicitly noted that NextDecade ranks below the 25th percentile of its peer group on an as-reported market-cap basis and did not target pay at or above the peer median; the company's enterprise value inclusive of committed project financing debt places it near the peer median, providing a reasonable basis for the compensation level. Pay structure is strong: roughly 87% of the CEO's pay is variable or performance-based, including performance stock awards requiring above-median relative total-shareholder-return for a target payout and capped at target if absolute shareholder returns are negative over three years, and the prior-year performance stock awards paid out at only 14% of target due to below-target stock performance, demonstrating genuine pay-for-performance alignment. The prior year's advisory vote received 89% support — well above the 70% threshold — the program includes a meaningful clawback policy, and the committee adopted meaningful structural improvements in 2025 including a quantitative scorecard framework and tighter performance conditions on new stock awards.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
KPMG is a Big 4 firm and fully appropriate for a $2 billion market-cap company of NextDecade's complexity. Auditor tenure is not disclosed in the filing, so the tenure trigger cannot fire under policy — when tenure cannot be confirmed, the default is FOR. No fee data was extractable from the filing text provided, so the non-audit fee ratio test cannot be calculated; in the absence of data triggering a No vote, the default FOR applies. No material restatements are disclosed.
Overall Assessment
NextDecade's 2026 annual meeting presents four proposals: a director slate of six nominees (all new or within the 24-month exemption window), an advisory vote on executive pay, ratification of KPMG, and an equity plan share increase. All three covered proposal types receive a FOR determination — the director slate is fully exempt from the TSR trigger due to recent appointment dates, the compensation program demonstrates genuine pay-for-performance linkage despite elevated headline pay, and KPMG is an appropriate auditor with no fee or restatement concerns identified.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing