🧾 What This Document Is

This is a definitive proxy statement (DEF 14A) for NextDecade Corporation. Think of it as a detailed "meeting agenda and voter guide" sent to shareholders ahead of the company's annual meeting. Its main job is to outline what will be voted on and provide the information needed to make informed decisions.

Meeting Details: It's for a completely virtual Annual Meeting on June 3, 2026, at 9:00 a.m. Central Time. Shareholders must register by June 1, 2026, to attend.

👉 Why it matters: If you own NextDecade stock, this is your instruction manual for voting on crucial company matters, from electing directors to approving pay packages.

🏢 What The Company Does

In simple terms… NextDecade is focused on developing and building large-scale liquefied natural gas (LNG) export facilities. Their flagship project is the Rio Grande LNG Facility in Texas. They're also involved in carbon capture and storage projects.

👉 Why it matters: Understanding their business helps you see why the items being voted on—like approving a new director with oil & gas experience or a plan to award company stock—are relevant to their long-term strategy.

🗳️ The Four Things to Vote On

Shareholders are being asked to vote on four main proposals:

1. Elect Directors (Proposal 1): Vote for four Class C directors and two Class B directors. The Board recommends voting FOR all nominees, including three new additions: Matthew Bonanno, General Charles Q. Brown, Jr., and David Stover.

2. Expand the Employee Stock Plan (Proposal 2): Approve an amendment to increase the number of shares available for award under the company's incentive plan. This is about attracting and retaining talent with stock awards.

3. Approve Executive Pay (Proposal 3): An advisory (non-binding) vote to approve the compensation of the company's top executives, often called "Say-on-Pay."

4. Ratify the Auditor (Proposal 4): Confirm the selection of KPMG LLP as the company's independent accounting firm for 2026.

👉 Why it matters: These votes influence the company's leadership, talent strategy, executive accountability, and financial oversight.

👥 Board & Governance Highlights

The Board has 12 members split into three classes with staggered terms. A key feature is its committee structure:

• Lead Independent Director: William Vrattos provides oversight, balancing the combined CEO/Chairman role held by Matthew Schatzman.
• Five Key Committees: Audit, Nominating & Governance (NGS), Compensation, Construction & Operations, and Finance. Each has specific duties, from overseeing financials to monitoring LNG project construction.

👉 Why it matters: This structure is designed to provide checks and balances. For example, the Construction & Operations Committee directly oversees the progress of their massive LNG projects, which is central to the company's success.

💼 Executive Compensation Details

The filing details how top executives are paid, blending salary, annual bonuses, and long-term stock awards tied to performance.

• Performance-Linked Awards: A significant portion of pay is tied to company milestones. For example, executives received special Train 5 Award stock units that vested only after a key project reached its "Final Investment Decision" (FID), which it did in October 2025.
• CEO Employment Deal: Matthew Schatzman's new employment agreement runs through April 2029, with a base salary of $1,000,000 and a target annual bonus of 130% of his salary. It includes substantial severance packages if he's terminated without cause.
• Stock Ownership Rules: Executives and directors are required to own significant amounts of company stock (e.g., the CEO must own 6x his salary) to align their interests with shareholders.

👉 Why it matters: This shows the company wants its leaders to think like owners and be rewarded for hitting critical project and financial targets, not just for showing up.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Strategic Governance: The board includes deep industry experts (e.g., former CEOs of energy companies) and has specialized committees to oversee its complex LNG projects.
• Aligned Incentives: Compensation is heavily tied to long-term performance and stock price, encouraging decisions that benefit shareholders.

⚠️ Risks & Considerations:

• Project Execution Risk: The company's future is heavily dependent on the successful construction and operation of its LNG facilities. Any delays or cost overruns could impact stock value.
• Performance Variation: The filing notes that a recent 3-year performance stock unit (PSU) award paid out only 14.3% of its target because the stock price performance was below a required threshold. This shows the real risk that incentive goals may not be met.

🌍 What This Signals

This proxy statement signals a company in a critical execution phase. The governance and compensation plans are tightly focused on building its multi-billion dollar LNG facility and transitioning from a development company to an operator. The election of new directors with operational and financial expertise supports this phase.

🧠 The Analogy

Think of NextDecade's annual meeting as a town hall for a massive construction project. The shareholders are the community owners. This document is the agenda where they get to:

1. Vote on the project foremen and advisors (the directors).
2. Approve the bonus structure for the site managers (executive pay).
3. Sign off on the independent building inspector (the auditor). Everything is structured to ensure the project gets built on time, on budget, and safely.

🧩 Final Takeaway

This proxy reveals a company singularly focused on executing its flagship LNG project. Every item—from the board's expertise to the executive pay tied to project milestones—is designed to drive that goal. For a shareholder, a vote here is a vote on the team and the plan to turn that massive infrastructure project into financial success.