NextDecade (NEXT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 4, 2025, will be held virtually; shareholders must register in advance to participate and vote electronically.

• Four director nominees (three Class B, one Class A) are up for election; all are current board members with significant industry experience.

• Proposals include director elections, amendment to the 2017 Omnibus Incentive Plan, advisory vote on executive compensation, and ratification of KPMG LLP as auditor.

• Shareholders as of April 17, 2025, are eligible to vote; proxy voting is encouraged via mail, phone, or internet.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class B directors for three-year terms and one Class A director for a term ending 2027.

• Proposal 2: Approve amendment to increase shares available under the 2017 Omnibus Incentive Plan from 29,262,461 to 34,262,461.

• Proposal 3: Advisory vote on executive compensation (say-on-pay).

• Proposal 4: Ratify KPMG LLP as independent auditor for fiscal year 2025.

• Shareholder proposals for the next annual meeting must be submitted by January 2, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of ten members divided into three staggered classes; majority are independent under Nasdaq rules.

• Board leadership combines CEO and Chairman roles, counterbalanced by a Lead Independent Director.

• Five standing committees: Audit, Nominating, Compensation, Construction and Operations, and Finance.

• Board and committees met regularly in 2024; all directors attended at least 75% of meetings.

• Board observers designated by major shareholders and lenders have nonvoting rights to attend meetings.