NextDecade (NEXT) extends CEO Schatzman’s contract with $1M salary and rich severance
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
NextDecade Corporation entered into an amended and restated employment agreement with Chairman and Chief Executive Officer Matthew Schatzman, effective April 15, 2026. The agreement runs initially through April 15, 2029, with automatic one-year renewals unless either party gives 90 days’ prior notice.
The contract sets an annual base salary of $1,000,000, with a target annual bonus of 130% of base salary, plus eligibility for long-term incentive awards under the Omnibus Incentive Plan and customary employee benefits. It also details severance protections if his employment ends without Cause or for Good Reason, including enhanced cash payments, extended benefits, and equity vesting in certain Change of Control scenarios.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
CEO base salary: $1,000,000 per year
Annual bonus target: 130% of base salary
Initial term length: Through April 15, 2029
+5 more
8 metrics
CEO base salary
$1,000,000 per year
Annual base salary under amended agreement
Annual bonus target
130% of base salary
Target bonus percentage for CEO
Initial term length
Through April 15, 2029
Employment agreement term
Standard severance salary
24 months of base salary
If terminated without Cause or for Good Reason
Standard severance bonus multiple
200% of annual target bonus
If terminated without Cause or for Good Reason
Change of Control severance salary
36 months of base salary
If termination within 24 months after Change of Control
Change of Control bonus multiple
300% of annual target bonus
If termination within 24 months after Change of Control
Benefits continuation
24–36 months of premiums
Lump sum equal to benefit premiums, depending on scenario
Key Terms
Change of Control, Good Reason, Cause, Omnibus Incentive Plan, +2 more
6 terms
Change of Control financial
"within 24 months following a Change of Control (as defined in the Agreement)"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Good Reason financial
"if Mr. Schatzman voluntarily terminates his employment with Good Reason (each as defined in the Agreement)"
Cause financial
"If the Company terminates Mr. Schatzman’s employment without Cause"
Omnibus Incentive Plan financial
"eligible to receive long-term incentive compensation awards pursuant to the Company’s Omnibus Incentive Plan"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
non-competition financial
"contains customary non-competition and non-solicitation covenants"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
non-solicitation financial
"contains customary non-competition and non-solicitation covenants"
A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| Form | ||||||||
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 15, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip code) | |||||||
Registrant’s telephone number, including area code: (713 ) 574-1880
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: | Trading Symbol | Name of each exchange on which registered: | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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.
The annual base salary set forth in the Agreement is $1,000,000, subject to increase in the discretion of the Company’s Board of Directors (the “Board”). Mr. Schatzman is eligible for an annual bonus with a target of 130% of his base salary, subject to increase in the discretion of the Board, based upon the achievement of performance targets established by the Board. Mr. Schatzman will also be eligible to receive long-term incentive compensation awards pursuant to the Company’s Omnibus Incentive Plan in such amounts as the Board determines in its discretion. The Agreement also provides that Mr. Schatzman is eligible for health insurance and disability insurance and other customary employee benefits.
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. 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. The severance payments and benefits described above are contingent upon the execution of a release of claims against the Company.
Mr. Schatzman’s Agreement also contains customary non-competition and non-solicitation covenants and covenants regarding the treatment of confidential information.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 15, 2026
| NEXTDECADE CORPORATION | |||||||||||
| By: | /s/ Vera de Gyarfas | ||||||||||
| Name: Vera de Gyarfas | |||||||||||
| Title: General Counsel | |||||||||||
FAQ
What did NextDecade (NEXT) change in Matthew Schatzman’s employment terms?
NextDecade entered an amended and restated employment agreement with Chairman and CEO Matthew Schatzman, effective April 15, 2026. It replaces his 2017 contract and sets a new term, updated compensation, severance protections, and equity vesting rules tied to termination and Change of Control scenarios.
How long does Matthew Schatzman’s new employment agreement with NextDecade (NEXT) last?
The agreement runs through April 15, 2029, and then renews automatically for one-year periods. Either NextDecade or Matthew Schatzman can stop an automatic renewal by providing written notice at least 90 days before a scheduled renewal date, giving both sides clear visibility on contract duration.
What is the CEO’s base salary and bonus target at NextDecade (NEXT)?
The agreement sets Matthew Schatzman’s annual base salary at $1,000,000, subject to possible Board-approved increases. He is eligible for an annual bonus targeted at 130% of base salary, with the actual bonus based on performance targets that the Board establishes under the company’s compensation framework.
What severance could the NextDecade (NEXT) CEO receive if terminated without Cause?
If the company terminates him without Cause or he resigns for Good Reason, he may receive 24 months of base salary, 200% of his annual target bonus, a prorated target bonus for the year of termination, and a lump sum equal to 24 months of benefit premiums, subject to signing a release.
How do Change of Control conditions affect the NextDecade (NEXT) CEO’s severance?
If termination without Cause or for Good Reason occurs within 24 months after a Change of Control, he may receive 36 months of base salary, 300% of his annual target bonus, a prorated target bonus, 36 months of benefit premiums, and accelerated vesting of time-based and performance-based equity awards, subject to specified performance treatment.
What benefits and restrictions are included in the NextDecade (NEXT) CEO’s agreement?
The agreement makes the CEO eligible for health and disability insurance and other customary employee benefits. It also includes non-competition and non-solicitation covenants and obligations regarding confidential information, aligning his ongoing conduct with the company’s protection of its business and proprietary data.