Diana Sands
NextDecadeAbout Diana Sands
Diana L. Sands (age 59) was appointed to NextDecade’s Board on July 29, 2025 and will serve on the Audit, Compensation, and Nominating, Corporate Governance & Enterprise Sustainability (NGS) Committees. She brings 30+ years of finance and governance experience, including nearly 20 years at Boeing where she served as SVP, Office of Internal Governance & Administration, Corporate Controller, and led Investor Relations and FP&A; she holds an MBA from Northwestern (Kellogg) and a BBA from the University of Michigan (Ross).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | SVP, Office of Internal Governance & Administration; Corporate Controller; Head of Investor Relations and FP&A | “Nearly 20 years” beginning in 2001; elected SVP OIG effective Apr 1, 2014 | Led internal audit, ethics & investigations, compliance risk management, security; strengthened controls and transparency |
| Various (Ameritech, Helene Curtis, Arthur Andersen) | Finance roles, CPA start | Not disclosed | Early-career finance and accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AngloGold Ashanti (NYSE: AU) | Independent Non‑Executive Director | Since 2023 | Confirmed independent NED on AGAL/Company boards; mining industry exposure |
| Vmo Aircraft Leasing (Private) | Director | Since 2022 | Aviation leasing expertise |
| SP Plus Corporation (NASDAQ: SP) | Director | 2021–2024 (until acquisition) | Mobility solutions; public board governance experience |
| PDC Energy, Inc. (NYSE: PDCE) | Director | 2021–2023 (until acquisition) | Upstream oil & gas; sector adjacency to LNG |
Board Governance
- Committee assignments: Audit, Compensation, and NGS (Nominating, Corporate Governance & Enterprise Sustainability). No chair roles disclosed.
- Committee activity context (2024): Audit met 6x; Compensation met 13x; NGS met 3x—indicating meaningful oversight cadence; Sands joined mid‑2025 (counts reflect 2024).
- Board structure: Combined CEO/Chair with a Lead Independent Director (William Vrattos) empowered to run executive sessions, call meetings of independents, approve board materials, and retain advisors.
- Attendance: In 2024, each director attended ≥75% of Board and committee meetings; board held 15 meetings. (Sands joined in 2025; this frames expectations.)
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | Increased from $80k effective Jan 1, 2024 |
| Committee Chair Retainer (per committee) | $15,000 | Audit Chair: $20,000; no per‑meeting fees |
| Reimbursement | Actual expenses | Out‑of‑pocket expenses reimbursed |
- New appointees receive prorated cash for days of 2025 service under the Director Compensation Policy.
Performance Compensation
| Equity Vehicle | Target Value | Vesting | Notes |
|---|---|---|---|
| Annual Board Equity Grant | $125,000 | Vests on 1st anniversary of grant | Value increased from $120k to $125k effective Jan 1, 2024; issued under 2017 Equity Plan |
| Form of Awards | Restricted stock/RSUs | Per plan and award agreement | RSU mechanics and forfeiture/settlement terms under 2017 plan |
- For 2025, Sands’ equity and cash awards are prorated for service days, per policy.
- No performance metrics apply to director equity (time‑based vesting under plan).
Other Directorships & Interlocks
| Company | Sector | Potential Interlock with NEXT |
|---|---|---|
| AngloGold Ashanti | Gold mining | Different industry; no supplier/customer overlap disclosed |
| Vmo Aircraft Leasing | Aviation finance | Different industry; no overlap disclosed |
| SP Plus (former) | Mobility/parking | Different industry |
| PDC Energy (former) | Upstream oil & gas | Energy industry experience; no NEXT transaction disclosed |
Expertise & Qualifications
- Ethics, compliance, and internal governance leadership from Boeing (oversight of internal audit, ethics & investigations, compliance risk management, security) supports robust risk oversight on Audit and NGS committees.
- Deep finance background (Corporate Controller; IR; FP&A) bolsters Audit Committee financial oversight.
- MBA (Kellogg) and BBA (Ross) provide strong analytical grounding for compensation design and governance policy review.
Equity Ownership
| Item | Details |
|---|---|
| Initial Form 3 (filed Aug 7, 2025) | Reported 0 shares of common stock beneficially owned (Direct) as of event date 07/29/2025 |
| Stock Ownership Guidelines | Directors expected to own shares equal to 5x annual cash retainer divided by share price; compliance window extended to 5 years (effective Jan 1, 2024) |
| Expected 2025 Awards | Cash and equity awards per policy, prorated for days of service in 2025 |
Insider filings and trades:
| Date | Form | Transaction/Status | Holdings Reported |
|---|---|---|---|
| 2025‑08‑07 | Form 3 | Initial statement of beneficial ownership | 0 common shares (Direct) |
Governance Assessment
- Signals supporting investor confidence
- Heavy governance and finance profile (Boeing internal governance lead; former controller) aligns with Audit/NGS mandates and strengthens board oversight during capital‑intensive LNG buildout.
- Multi‑committee assignment (Audit, Compensation, NGS) indicates board confidence in her governance judgment and breadth.
- Director compensation design is equity‑weighted ($125k annual equity vs $100k cash) with no meeting fees, encouraging long‑term alignment; stock ownership guidelines require meaningful share accumulation within 5 years.
- Independence and conflicts
- Appointed to Audit and Compensation Committees; the company’s proxy states such committee members are independent under Nasdaq/SEC rules (noting this disclosure pertains to the committee compositions in place before Sands’ appointment; formal independence confirmation for Sands is expected in the next proxy).
- No related‑party transactions involving Sands are disclosed in the provided filings; the company maintains a Related Person Transaction Policy requiring disinterested board approval.
- Risk indicators and red flags
- No pledging/hedging or legal proceedings disclosed for Sands in the reviewed documents. Initial Form 3 reported zero holdings; watch for subsequent equity grants and accumulation toward ownership guidelines.
- Board met frequently in 2024 (15 meetings) with ≥75% attendance among directors, suggesting active oversight; 2025 attendance for Sands will be disclosed in the next proxy.
Confirmation of directorship and appointment timing: Sands’ signature appears on NEXT’s August 22, 2025 S‑8 (director), and her appointment date is corroborated by Form 3 (event date 07/29/2025).