NextDecade Corporation Amends and Extends CEO Matthew Schatzman’s Employment Contract

Key Highlights for Investors

• Amended and Extended CEO Contract: NextDecade Corporation (Nasdaq: NEXT) has entered into an amended and restated employment agreement with its Chairman and Chief Executive Officer, Matthew Schatzman, effective immediately.
• Contract Term: The new agreement sets an initial term through April 15, 2029, with automatic one-year extensions unless either party provides 90 days’ advance notice of non-renewal.
• Compensation Structure:
  • Base Salary: \$1,000,000 per year, subject to increase at the discretion of the Board of Directors.
  • Annual Bonus: Targeted at 130% of base salary, with potential for increase at the Board’s discretion, based on performance metrics set by the Board.
  • Long-Term Incentives: Eligibility for equity awards under the company’s Omnibus Incentive Plan, with amounts determined by the Board.
  • Benefits: Includes health and disability insurance and other standard employee benefits.
• Severance and Change-in-Control Provisions:
  • If Mr. Schatzman is terminated without cause or resigns for good reason:
    • 36 months of base salary as severance
    • 300% of current annual target bonus
    • Prorated target bonus for the year of termination
    • Lump sum coverage for 36 months of company benefit plan premiums
    • Accelerated vesting of unvested equity awards (time-based and performance-based, with the latter vesting at the greater of target or actual performance)
  • All severance is contingent on signing a release of claims.
  • Non-competition and non-solicitation provisions, as well as obligations concerning confidential information, are included in the agreement.

Potential Price-Sensitive Issues

• Leadership Stability: The long-term extension for CEO Matthew Schatzman may reassure investors about leadership continuity as NextDecade advances its LNG and energy infrastructure projects. Leadership continuity is often viewed positively by markets, especially in capital-intensive sectors such as LNG and energy infrastructure.
• Increased Compensation and Incentives: The significant increase in potential compensation and the robust severance package underscore the Board’s commitment to retaining key management. Shareholders should carefully consider the cost of this commitment, especially if the company faces performance challenges or leadership changes.
• Enhanced Severance Terms: The agreement’s generous severance and accelerated equity vesting provisions could impact the company’s financials in the event of a leadership transition. These terms may also signal to the market that Mr. Schatzman is considered critical to the company’s current strategy and execution.
• Covenants: Customary non-compete and non-solicit clauses provide some protection against competitive risk if the CEO departs.

Detailed Article for Investors

Houston, TX (April 15, 2026) – NextDecade Corporation, a leading player in the U.S. LNG export and energy infrastructure sector, announced the execution of an amended and restated employment agreement with its Chairman and Chief Executive Officer, Matthew Schatzman. The new agreement, effective immediately, supersedes Mr. Schatzman’s prior contract dated September 8, 2017, and is designed to secure his leadership through at least April 15, 2029. Unless either the company or Mr. Schatzman provides notice at least 90 days before the renewal date, the contract will automatically extend for one-year periods.

Under the new agreement, Mr. Schatzman’s base salary is set at \$1,000,000 per year, with annual increases at the discretion of the Board. He is also eligible for a target annual bonus of 130% of base salary, based on Board-set performance metrics, and for long-term equity and incentive awards under the company’s Omnibus Incentive Plan. These substantial compensation and incentive arrangements are designed to align Mr. Schatzman’s interests with those of shareholders and ensure his continued focus on NextDecade’s growth initiatives.

In the event of a termination by the company without cause or a resignation by Mr. Schatzman for good reason, the agreement provides for a severance package including:

• 36 months of current base salary
• 300% of annual target bonus
• Prorated target bonus for the year of termination
• Lump sum payment for 36 months of benefits premiums
• Accelerated vesting of all unvested time-based and performance-based equity awards (with performance-based awards vesting at the higher of target or actual performance)

All severance payments require Mr. Schatzman to sign a general release of claims.

The agreement also includes standard non-compete, non-solicitation, and confidentiality provisions, helping to mitigate any competitive risks if the CEO departs.

What This Means for Shareholders

• Leadership Continuity: Investors may welcome the stability provided by this long-term agreement, especially as NextDecade continues to execute on its complex and capital-intensive projects.
• Potential Financial Impact: The generous severance terms could become material in the event of a leadership change, and the increased compensation may affect executive pay ratios and shareholder returns.
• Signal of Strategic Commitment: The Board’s decision to lock in the CEO with enhanced compensation and severance may signal their confidence in Mr. Schatzman’s leadership, but also increases potential costs if the company’s performance disappoints or if there is a change-in-control event.

Conclusion

The amended CEO employment agreement is a significant development for NextDecade shareholders, reflecting the Board’s strong commitment to leadership continuity and alignment of executive incentives with company performance. Investors should factor in both the positive signal of stability and the increased potential costs associated with the CEO’s compensation and severance terms. As with all executive compensation matters, shareholders should review these developments in the context of the company’s long-term strategy, performance trajectory, and governance practices.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors are encouraged to conduct their own due diligence and consult with financial advisors before making investment decisions. The author is not responsible for any actions taken based on this information.

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