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Get filing alertsNextDecade extends CEO Schatzman's contract through 2029 with $1M base, enhanced severance
Filed April 15, 2026 · Period ending April 15, 2026 · ~1 min read
Key Changes
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high
Change-of-control severance package totals cash (36 months salary + 300% target bonus) plus full equity vesting, creating potential + liability in acquisition scenario
Item 5.02 verify on EDGAR → -
medium
New three-year employment agreement runs through April 2029 with automatic annual renewals, replacing 2017 contract and locking in leadership continuity
Item 5.02 verify on EDGAR → -
medium
CEO base salary set at $1M with 130% target bonus ($1.3M), totaling $2.3M annual cash compensation subject to board-established performance targets
Item 5.02 verify on EDGAR → -
medium
Standard severance (non-change-of-control termination without cause) provides: 24 months salary plus 200% of target bonus and benefits continuation
Item 5.02 verify on EDGAR →
Summary
NextDecade replaced CEO Matthew Schatzman's 2017 employment agreement with a new contract extending through April 2029, establishing $1 million base salary and a 130% target bonus ($1.3 million annually). The agreement includes automatic one-year renewals unless either party provides 90 days' notice. Standard severance for termination without cause totals approximately $4.6 million (24 months salary plus 200% of target bonus), while change-of-control severance escalates to roughly $6.9 million in cash (36 months salary plus 300% of target bonus) with full equity vesting.
For a small-cap LNG developer like NextDecade, the change-of-control provisions create meaningful acquisition friction — a potential buyer would face immediate cash obligations exceeding $6.9 million plus accelerated equity costs that could reach low eight figures depending on outstanding grants. The three-year term with auto-renewal provides leadership stability as the company advances its Rio Grande LNG project, though the enhanced severance multiples (3x salary, 3x bonus on change of control) are above typical 2x market standards for companies of this size.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
NextDecade amended CEO Matthew Schatzman's employment agreement, extending term to 2029 with $1M base salary and enhanced severance provisions.
Added in current filing · verify on EDGAR →
On April 15, 2026, NextDecade Corporation (the “Company”) entered into an amended and restated employment agreement (the “Agreement”) with Matthew Schatzman, its Chairman of the Board of Directors and Chief Executive Officer, effective immediately. The Agreement supersedes and replaces Mr. Schatzman’s prior employment agreement with the Company, originally dated September 8, 2017. The Agreement provides for an initial term through April 15, 2029, and will be automatically extended for an additional one-year period unless and until either the Company or Mr. Schatzman gives to the other written notice at least ninety (90) days prior to the applicable renewal date of a decision not to renew for an additional year.
NextDecade replaced CEO Matthew Schatzman's 2017 employment agreement with a new three-year contract running through April 2029, with automatic one-year renewals unless either party provides 90 days' notice. This extends and updates the compensation framework for the company's top executive.
Added in current filing · verify on EDGAR →
If the Company terminates Mr. Schatzman’s employment without Cause, or if Mr. Schatzman voluntarily terminates his employment with Good Reason (each as defined in the Agreement), Mr. Schatzman will be entitled to receive: (i) an amount equal to his then current base salary for a period of 24 months, (ii) an amount equal to 200% of his then current annual target bonus, (iii) a prorated portion of the annual target bonus for the year in which the Agreement is terminated, and (iv) a lump sum payment equal to the total cost of premium payments for 24 months of coverage under the Company’s benefit plans.
For termination without cause or resignation with good reason, the CEO receives 24 months of base salary, 200% of target bonus, prorated current-year bonus, and 24 months of benefit premiums. This represents $1,000,000, plus benefits in a standard severance scenario.
Added in current filing · verify on EDGAR →
If, however, the Company terminates Mr. Schatzman’s employment without Cause, or if Mr. Schatzman voluntarily terminates his employment with Good Reason within 24 months following a Change of Control (as defined in the Agreement), Mr. Schatzman will be entitled to receive: (i) an amount equal to his then current base salary for a period of 36 months, (ii) an amount equal to 300% of his then current annual target bonus, (iii) a prorated portion of the annual target bonus for the year in which the Agreement is terminated, (iv) a lump sum payment equal to the total cost of premium payments for 36 months of coverage under the Company’s benefit plans, and (v) accelerated vesting of outstanding time-based equity awards and performance-based equity awards, with performance-based equity awards vesting at the greater of target performance and actual performance.
If termination occurs within 24 months of a change of control, severance increases to 36 months of base salary, 300% of target bonus, prorated bonus, 36 months of benefits, and full equity vesting with performance awards at the greater of target or actual performance. This enhanced package totals $1,000,000, in cash plus accelerated equity.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Mr. Schatzman’s Agreement also contains customary non-competition and non-solicitation covenants and covenants regarding the treatment of confidential information.
The agreement includes standard protections for the company through non-compete, non-solicitation, and confidentiality provisions that restrict the CEO's post-employment activities.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 23, 2026 · How we verify