NextDecade Corp 8-K

What Happened NextDecade Corporation announced an amended and restated employment agreement with its Chairman and CEO, Matthew Schatzman, effective April 15, 2026. The new agreement supersedes his prior 2017 contract and establishes an initial term through April 15, 2029, with automatic one‑year renewals unless either party gives 90 days’ written notice not to renew.

Key Details

• Base salary: $1,000,000 annually, subject to Board discretion to increase.
• Annual bonus: target equals 130% of base salary, based on Board‑set performance targets; eligible for long‑term incentive awards under the company’s Omnibus Incentive Plan.
• Standard benefits: eligible for health, disability and customary employee benefits.
• Severance if terminated without Cause or resigns for Good Reason: (i) 24 months of base salary, (ii) 200% of then‑current annual target bonus, (iii) prorated target bonus for the year, and (iv) lump sum to cover 24 months of benefit premium costs (all conditioned on executing a release).
• Change‑of‑Control protection (if termination without Cause or Good Reason within 24 months after a change of control): (i) 36 months of base salary, (ii) 300% of then‑current annual target bonus, (iii) prorated target bonus, (iv) lump sum for 36 months of benefit premiums, and (v) accelerated vesting of time‑based and performance‑based equity (performance awards vest at the greater of target or actual performance).
• Agreement includes customary non‑competition, non‑solicitation and confidentiality covenants.

Why It Matters This filing sets out the CEO’s pay, bonus targets, long‑term incentive eligibility and material severance/change‑of‑control protections. For investors, these terms clarify potential future cash and equity obligations the company could incur under normal or change‑of‑control scenarios, and signal the Board’s approach to retaining and incentivizing the CEO through at least 2029.