Business Context and Reporting Period
This Form 8-K Current Report was filed by NextDecade Corporation on April 16, 2021. The filing addresses corporate governance changes, specifically the departure of a director and the appointment of a replacement to the Board of Directors.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel changes and director compensation arrangements.
Material Changes
- Director Resignation: Thanasi Skafidas resigned as a Class C member of the Board of Directors effective April 16, 2021. The resignation was not due to any disagreement with the Company regarding operations, policies, or practices.
- Director Appointment: Edward Andrew Scoggins, Jr. was appointed as a Class C director effective April 19, 2021, to fill the vacancy. He will serve until the 2021 annual meeting of stockholders and will be on the slate for election.
Outlook, Risks, and Unusual Items
Management Commentary and Background: Mr. Scoggins is the Founder and Managing Partner of Millennial Energy Partners. His background includes leadership roles at BG Group, Marathon Oil, and Bechtel Corporation, as well as prior board service at Ultra Petroleum Corp. and Amplify Energy Corp.
Compensation Arrangements: As a non-employee director, Mr. Scoggins will receive an annual cash retainer of $80,000 and an annual equity grant valued at $120,000. These amounts will be pro-rated to reflect his service for the portion of 2021. Equity grants are issued under the Company's 2017 Omnibus Incentive Plan.
Risks and Contingencies: The filing states that Mr. Scoggins has no direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the effective dates of Mr. Skafidas' resignation and Mr. Scoggins' appointment.
- Confirm the pro-rated compensation structure for the partial year of service in 2021.
- Review the upcoming 2021 annual meeting of stockholders for the formal election of Mr. Scoggins.
- Check for any subsequent filings regarding the composition of the Board of Directors.