Business Context and Reporting Period
This Form 8-K Current Report was filed by NextDecade Corporation on April 15, 2026. The filing discloses the execution of an amended and restated employment agreement with Matthew Schatzman, the Company's Chairman of the Board and Chief Executive Officer, effective immediately.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation terms.
Material Changes
The primary material change is the replacement of Mr. Schatzman's prior employment agreement (dated September 8, 2017) with a new agreement containing the following terms:
- Term: Initial term through April 15, 2029, with automatic one-year renewals unless 90 days' notice is given.
- Base Salary: $1,000,000 annually, subject to Board discretion for increases.
- Annual Bonus: Target of 130% of base salary, subject to performance targets and Board discretion.
- Long-Term Incentives: Eligibility for awards under the Company's Omnibus Incentive Plan.
Outlook, Risks, and Contingencies
The agreement outlines significant severance contingencies triggered by termination without Cause or voluntary resignation with Good Reason:
- Standard Termination: 24 months of base salary, 200% of target bonus, prorated bonus, and 24 months of benefit premiums.
- Change of Control Termination (within 24 months): 36 months of base salary, 300% of target bonus, prorated bonus, 36 months of benefit premiums, and accelerated vesting of equity awards (performance-based awards vest at the greater of target or actual performance).
- Conditions: All severance payments are contingent upon the execution of a release of claims against the Company.
The agreement also includes customary non-competition, non-solicitation, and confidentiality covenants.
Investor Verification Checklist
- Verify the total potential cash outflow for severance under both standard and Change of Control scenarios.
- Review the specific performance targets established by the Board for the annual bonus.
- Assess the impact of accelerated equity vesting on shareholder dilution in a Change of Control event.
- Confirm the status of any outstanding equity awards held by Mr. Schatzman prior to this agreement.