Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 18, 2021, Benjamin Atkins notified NextDecade Corporation (the
"Company") of his decision to resign from the role of Chief Financial Officer of
the Company effective as of February 1, 2021. Mr. Atkins' resignation was not
due to any disagreement with the Company on any matter relating to the Company's
operations, policies or practices.
On January 18, 2021, the Company appointed Brent Wahl as the Chief Financial
Officer of the Company, effective February 1, 2021.
Mr. Wahl, 51, has served as the Senior Vice President, Finance, of the Company
since June 2019. Prior to joining the Company, Mr. Wahl was a Senior Managing
Director and Head of Midstream Investment Banking for North America at Macquarie
Group ("Macquarie"). During his nine years at Macquarie, Mr. Wahl handled
advisory assignments and capital raises for companies across the energy value
chain, inducting more than $15 billion of debt and equity in support of the
construction of liquefied natural gas ("LNG") facilities in North America. Mr.
Wahl has more than 20 years of experience in the energy industry, having also
worked at J.P. Morgan and Bank of America. During his career, Mr. Wahl has
participated in more than $50 billion of financings and more than $100 billion
of announced merger and acquisition transactions. Mr. Wahl holds a Bachelor's
Degree in Economics from the University of Western Ontario and a Master's Degree
in Business Administration from the Richard Ivey School of Business at the
University of Western Ontario.
In connection with Mr. Wahl's appointment as Chief Financial Officer of the
Company, Mr. Wahl will receive an annual base salary of $350,000 and a grant of
50,000 shares of restricted common stock of the Company under the Company's 2017
Omnibus Incentive Plan, in each case effective February 1, 2021. Such shares of
restricted common stock will vest upon the affirmative vote of the Board of
Directors of the Company (the "Board") to make a final investment decision on
two trains for the Company's Rio Grande LNG project. Mr. Wahl is eligible for an
annual bonus with a target of 75% of his annual base salary based upon the
achievement of performance targets established by the Board from time to time.
There is no minimum threshold for any such bonus. All of Mr. Wahl's unvested
equity awards will be bound by a restrictive covenant in the form of
non-competition during his employment and for a period of one year thereafter in
the event Mr. Wahl's service is terminated for cause or by reason of voluntary
resignation. There is no written employment agreement with Mr. Wahl and his
employment is "at will."
The appointment of Mr. Wahl to serve as the Chief Financial Officer of the
Company was not made pursuant to any arrangement or understanding with respect
to any other person. In addition, there are no family relationships between Mr.
Wahl and any director or other executive officer of the Company. Mr. Wahl has no
direct or indirect material interest in any transactions required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
On January 20, 2021, the Company issued a press release announcing Mr. Atkins'
resignation as the Chief Financial Officer of the Company and the appointment of
Mr. Wahl as the Chief Financial Officer of the Company. A copy of such press
release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated January 20, 2021 .
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