Brian Belke
NextDecadeAbout Brian Belke
Brian Belke, 41, is an independent director of NextDecade Corporation and has served on the Board since July 2017; he previously served on NextDecade’s board of managers from June 2015 to July 2017 . He is Managing Partner at Heights Point Management (since September 2020), formerly a Partner at Valinor Management (2010–2020), and began his career as an Equity Research Associate at Fidelity Investments; he is a CFA charterholder and holds a B.S. from Boston College and an MBA from Harvard Business School (Baker Scholar) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heights Point Management, LP | Managing Partner | Sep 2020–present | Investment leadership and portfolio oversight (LNG experience cited) |
| Valinor Management L.P. | Partner | Jun 2010–Jun 2020 | Senior investment role; LNG sector oversight experience |
| Fidelity Investments | Equity Research Associate | Prior to 2010 (date not specified) | Sell-side/ buy-side analytical experience |
| NextDecade (Board of Managers) | Member | Jun 2015–Jul 2017 | Pre-merger governance role |
External Roles
- No other public company directorships are disclosed for Mr. Belke in the 2025 proxy .
Board Governance
| Committee | Role | Selected Members | Meetings in 2024 | Notes |
|---|---|---|---|---|
| Finance Committee (F&R) | Chair | Belke (Chair), Kripalani, Oddo, Scoggins, Wyatt | Not disclosed | Oversees capital plan, capital structure, liquidity, financing, financial risk, and insurance programs . |
| Audit Committee | Member | Wells (Chair), Belke, Kripalani, Scoggins | 6 meetings | All members independent; Wells is “audit committee financial expert” . |
| Compensation Committee | Member | Vrattos (Chair), Belke, Sir Frank, Lenail-Chouteau, Wells | 13 meetings | All members independent; charter details comprehensive oversight of executive compensation and director pay . |
| Nominating, Corporate Governance & Enterprise Sustainability (NGS) | Not a member | Sir Frank (Chair), Lenail-Chouteau, Vrattos, Wells | 3 meetings | Committee expanded responsibilities effective Jan 1, 2025 . |
| Construction & Operations | Not a member | Sir Frank (Chair), Oddo, Vrattos, Wyatt | Not disclosed | Oversees construction progress, safety, and operations performance . |
- Independence: The Board determined Mr. Belke is independent under Nasdaq rules .
- Attendance: The Board met 15 times in 2024; each director attended at least 75% of Board and committee meetings during their service period .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Committee Chair Fees (Cash) | $30,000 | $15,000 Compensation Committee Chair + $15,000 Finance & Risk Committee Chair (earned and paid under director compensation policy) . |
| Per-Meeting Fees | $0 | No per-meeting attendance fees for At-large Directors . |
| Annual Board Cash Retainer | $100,000 (2024 policy) | At-large Directors may elect to receive this in restricted stock; Mr. Belke elected stock for 2023 and policy was increased effective Jan 1, 2024 . |
Compensation consultant and policy changes: Effective Jan 1, 2024, the Board (following recommendation from the Compensation Committee) increased the Annual Board Cash Retainer to $100,000 and the Annual Board Grant to $125,000; vesting set to the first anniversary of grant date; Meridian Compensation Partners, LLC advised on benchmarking .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Shares (Annual grant + retainer elected in stock) | Jan 31, 2024 | 44,204 shares | $224,998 (at $5.09/share) | Vested in a single installment on Jan 31, 2025 . |
| Annual Board Grant (policy level) | Policy (2024) | Shares equal to $125,000 / grant-date price | $125,000 policy value | Vests on first anniversary of grant date (time-based) . |
- Vesting mechanics for director equity are time-based (no performance metrics disclosed for director equity grants) .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Note |
|---|---|---|
| Valinor Entities | 5.7% stockholder of NEXT (14,833,197 shares) | Mr. Belke is a former Partner at Valinor (2010–2020); Board has nonetheless determined his independence under Nasdaq rules . |
Expertise & Qualifications
- LNG sector investment oversight and senior investment leadership experience; Board cites his qualifications and skills for service based on extensive industry and investment background .
- CFA charterholder; member of the CFA Institute and New York Society of Securities Analysts .
- Education: B.S. in Management (Finance & Accounting) from Boston College; MBA from Harvard Business School (High Distinction, Baker Scholar) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock Outstanding | As-of |
|---|---|---|---|
| Brian Belke | 391,770 | <1% | April 17, 2025 (record date in proxy) |
- Stock ownership guidelines: At-large Directors are expected to hold shares equal to 5x the Annual Board Cash Retainer; compliance required within 5 years (extended from 3 years effective Jan 1, 2024). All At-large Directors were in compliance as of Dec 31, 2024 .
- Section 16(a) compliance: Directors and 10% holders were timely in their filings for FY2024 per company review .
Governance Assessment
- Board effectiveness and engagement: Belke chairs the Finance (F&R) Committee and serves on Audit and Compensation—high-importance committees for capital structure, risk, financial reporting, and executive pay; committee meeting frequency was robust in 2024 (Audit: 6; Compensation: 13) . Attendance met the Company’s threshold (≥75%) and the Board met 15 times in 2024 .
- Independence and alignment: Board determined Belke to be independent under Nasdaq rules . His compensation is equity-heavy due to election to receive retainer in restricted stock, enhancing alignment with shareholders (stock awards $224,998; cash committee chair fees $30,000) .
- Director compensation structure: Policy caps non-employee director awards at fair value not exceeding $300,000 when added to all cash compensation in a calendar year (under the 2017 Equity Plan), mitigating pay inflation risk .
- Compensation governance quality: Use of Meridian Compensation Partners, LLC and detailed Compensation Committee charter (including independence assessment of advisors) support pay-for-performance governance rigor .
RED FLAGS and Watch Items
- Prior affiliation with significant stockholder: Valinor Entities hold 5.7% of common stock; Belke’s prior role at Valinor warrants ongoing monitoring for perceived conflicts even though the Board deems him independent .
- Designation rights on Board (contextual): The company maintains purchaser rights with certain investors (e.g., Hanwha/HGC), indicating a complex governance environment; while not directly tied to Belke, it elevates overall interlock scrutiny .
Director Compensation Summary (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Brian Belke | $30,000 (Comp Chair $15k; F&R Chair $15k) | $224,998 (44,204 restricted shares @ $5.09; vested 1/31/2025; reflects retainer election in stock) | $254,998 |
Committee Oversight Snapshot
| Committee | Key Oversight Areas |
|---|---|
| Finance (F&R) | Capital structure, liquidity, financings, capital markets transactions, financial risk management, insurance programs . |
| Audit | Financial reporting integrity, internal control, auditor independence, pre-approvals, cybersecurity risk oversight . |
| Compensation | Executive compensation philosophy and programs, employment/severance agreements, equity plan administration, director compensation; independent advisor oversight . |
Say-on-Pay & Shareholder Feedback (context)
- 2025 Annual Meeting results: Advisory vote on NEO compensation—For 189,733,968; Against 22,626,202; Abstain 245,380; Broker non-votes 19,775,116 .
- Equity Plan amendment (Apr 16, 2025) increased authorized shares (subject to stockholder approval) and maintains non-employee director annual value limits; last reported Nasdaq trading price on Apr 22, 2025 was $7.20 (context for grant sizing) .
Related Party Transactions Policy
- The Board’s Related Person Transaction Policy governs review/approval/ratification by disinterested directors; certain relationships are excluded (e.g., service as a director or <10% ownership in an entity party to the transaction) . The Code of Conduct requires Construction & Operations Committee approval for conflicts outside directors/officers .