Avinash Kripalani
NextDecadeAbout Avinash Kripalani
Avinash Kripalani, 41, is an independent director of NextDecade (NEXT) and has served on the Board since July 2017; he previously served on the board of managers of NextDecade from April 2016 to July 2017. He is a Partner at Bardin Hill Investment Partners (since April 2008) and earlier was a Consultant at IBM. He holds a BS in Economics and a BS/MS in Systems and Information Engineering from the University of Virginia . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NextDecade LLC (pre-corp) | Board of Managers member | Apr 2016 – Jul 2017 | Governance exposure ahead of merger |
| IBM | Consultant | — | Technology/operations consulting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bardin Hill Investment Partners LP | Partner | Apr 2008 – Present | Private equity/credit principal; financing and strategic planning experience |
Board Governance
- Independence: The Board determined Kripalani is independent under Nasdaq rules .
- Tenure: Director since July 2017 .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; Board met 15 times in 2024 .
- Committees:
- Audit Committee member; the committee met six times in 2024; chaired by L. Spencer Wells .
- Finance Committee member (Finance & Risk Committee); chaired by Brian Belke .
Fixed Compensation
| Year | Fees Earned (Cash, $) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | — | — | — |
- Context: NEXT’s Director Compensation Policy applies to “At-large Directors” (not employees and not appointed pursuant to any agreement with the Company). It provides an annual cash retainer ($100,000 in 2024, up from $80,000) and an annual equity grant ($125,000 in 2024, vesting after one year). Committee chair fees are $15,000, except Audit Chair $20,000. At-large Directors may elect stock in lieu of cash . Kripalani, originally appointed pursuant to the Harmony Merger Agreement, is listed with no 2024 fees or stock awards under the At-large policy table .
Performance Compensation
| Component | 2024 Grant Date | Grant Type | Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Director equity (At-large policy) | — | — | — | — | No director performance metrics disclosed; equity vests time-based under policy |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current or prior public company directorships disclosed for Kripalani |
- Interlocks/context: Several NEXT directors were designated by significant shareholders or appointed via agreements; Kripalani’s 2017 appointment arose from the Harmony Merger Agreement. The Board nevertheless assessed and affirmed his independence .
Expertise & Qualifications
- Private equity/credit principal with deep experience in private financing and strategic planning .
- STEM/analytics background: BS/MS Systems and Information Engineering; BS Economics (University of Virginia) .
- Prior technology consulting (IBM), relevant for operational oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Avinash Kripalani | — | —% |
- Ownership policy: Stock ownership guidelines apply to At-large Directors (5x annual cash retainer, with compliance timeline extended from 3 to 5 years effective Jan 1, 2024); all At-large Directors were compliant as of Dec 31, 2024. Applicability is specified for At-large Directors; Kripalani’s compensation table shows no At-large compensation in 2024 .
Insider Trades
| Date | Form | Shares | Price ($) | Notes |
|---|---|---|---|---|
| — | — | — | — | Company states directors complied timely with Section 16(a) filings for 2024; specific Form 4 transactions for Kripalani not enumerated in the proxy . |
Governance Assessment
- Strengths:
- Independent status affirmed; active committee service on Audit and Finance, supporting risk, controls, capital structure oversight .
- Board/committee engagement evidenced by aggregate meeting frequency and minimum attendance threshold met in 2024 .
- Financial and strategic background (Bardin Hill) aligns with Finance Committee remit .
- Alignment considerations:
- No reported beneficial ownership as of April 17, 2025 and no 2024 director fees/equity under the At-large policy may signal lower direct economic alignment versus At-large peers; however, independence was affirmed by the Board .
- Conflicts and related-party exposure:
- Related Person Transaction Policy governs review/approval of any director-related transactions. The proxy discloses the policy and discusses related person transactions since Jan 1, 2023, but does not identify any specific transactions involving Kripalani; Board determined he is independent .
- RED FLAGS to monitor:
- Continued absence of disclosed share ownership could be viewed as an alignment gap relative to At-large guidelines (which do not formally apply to appointment-based directors) .
- Given broader investor-designated representation on the Board, sustained, transparent oversight of related-party transactions remains important; the policy framework is in place .
Overall, Kripalani brings financing and strategic planning expertise with solid committee engagement (Audit, Finance). Independence is affirmed; no specific related-party transactions involving him are disclosed. Lack of reported ownership and non-participation in At-large director pay may be viewed as an alignment soft spot, balanced by committee responsibilities in core governance areas .