Giovanni Oddo
NextDecadeAbout Giovanni Oddo
Giovanni Oddo, 50, has served as an independent director of NextDecade (Class B) since May 2022; he is nominated to serve through the 2028 annual meeting subject to standard conditions . He is Head of Americas for Mubadala Investment Company’s Traditional Infrastructure business, with 20+ years in infrastructure and energy investing; education includes a Master’s in Mechanical Engineering (University of Florence) and an MBA (London Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Natural Resources Investment Banking (London) | Associates program | Pre-2008 (prior to Mubadala) | Energy finance exposure |
| General Electric International, Oil & Gas Division | Manager; internal investments and market development for Europe & North Africa | Pre-2008 (prior to Mubadala) | Operations/market development experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mubadala Investment Company | Head of Americas, Traditional Infrastructure | Current; at Mubadala since 2008 | Responsible for infrastructure/energy investments and asset management |
Board Governance
- Independence: The Board determined Mr. Oddo is independent under Nasdaq listing rules .
- Board structure: Classified board; Mr. Oddo is a Class B director nominated to serve until 2028 .
- Attendance: The Board met 15 times in 2024; each director attended at least 75% of Board and applicable committee meetings in 2024 .
- Lead Independent Director: William Vrattos serves as Lead Independent Director .
| Governance Attribute | Detail |
|---|---|
| Board tenure (start date) | May 2022 |
| Independence status | Independent (Nasdaq) |
| Board class/term | Class B; nominated to 2028 |
| 2024 Board meetings | 15 |
| 2024 attendance (threshold) | ≥75% of Board/committee meetings |
Committee Assignments
| Committee | Role | Chair | Key Oversight Areas |
|---|---|---|---|
| Construction & Operations Committee | Member | Sir Frank Chapman | Construction progress, safety, operational performance, continuity planning |
| Finance Committee (F&R) | Member | Brian Belke | Capital planning, structure, liquidity, financings, financial risk, insurance |
| Nominating, Corporate Governance & Enterprise Sustainability (NGS) | Not a member | Sir Frank Chapman | Board composition, independence reviews, governance framework |
| Compensation Committee | Not a member | William Vrattos | Executive pay philosophy, plans, director pay recommendations |
| Audit Committee | Not a member | L. Spencer Wells | Financial reporting, controls, auditor oversight, cybersecurity risk |
Fixed Compensation
- Policy scope: Cash/equity director compensation is paid to “At-large Directors” (not appointed via agreements) under the Director Compensation Policy; others may receive no fees .
- 2024: Mr. Oddo received no cash fees under the policy (not listed as receiving fees) .
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | — |
| Committee chair fees | — |
| Committee membership fees | — |
| Meeting fees | — |
| Total cash fees | — |
Performance Compensation
- 2024: No stock awards were reported for Mr. Oddo; At-large Directors received one-year vesting restricted stock grants (e.g., 24,557–44,204 shares for peers at $5.09 grant-date price, vesting Jan 31, 2025) . The Company’s 2017 Equity Plan includes recoupment/forfeiture provisions applicable to award recipients .
| Equity Award Detail (2024) | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted stock (annual grant) | — | — | — | — |
Note: Equity plan includes clawback/recoupment on restatements and specified forfeiture events .
Other Directorships & Interlocks
- Board appointment: Mr. Oddo was appointed pursuant to a Purchaser Rights Agreement (Oct 28, 2019) between NextDecade and Ninteenth Investment Company LLC (Mubadala affiliate) .
- Investor relationships: Ninteenth owned 5.4% of common stock as of April 17, 2025; Ninteenth and HGC participated in a $35.0 million private placement in Feb 2023 with registration and offering rights .
| Entity | Role/Link | Detail |
|---|---|---|
| Ninteenth Investment Company LLC (Mubadala affiliate) | 5% stockholder; designated Mr. Oddo via Purchaser Rights Agreement | 5.4% ownership; board designation rights linked to agreement |
| Feb 2023 Private Placement | Related party transaction with Ninteenth/HGC | 5,835,277 shares at $5.998; $35.0 million; registration/underwritten rights |
Expertise & Qualifications
- Infrastructure and energy investing, market development, asset management; prior operational and banking experience (GE Oil & Gas; JPMorgan Natural Resources IB) .
- Education: Master’s in Mechanical Engineering (University of Florence) and MBA (London Business School) .
- Board rationale: Experience in investments, market development, and asset management in energy/infrastructure qualifies him to serve .
Equity Ownership
| Beneficial Ownership (as of Apr 17, 2025) | Shares | % Outstanding |
|---|---|---|
| Giovanni Oddo | — | —% |
Governance Assessment
- Independence and engagement: Formally independent under Nasdaq rules; attended at least 75% of Board/committee meetings in 2024, indicating baseline engagement in a year with 15 Board meetings .
- Committee influence: Placement on Construction & Operations and Finance committees positions Mr. Oddo at the center of project execution risk, capital structure, and financing oversight—key drivers for investor confidence in an LNG developer .
- Ownership alignment: No reported personal share ownership may reduce direct financial alignment compared to peers receiving annual restricted stock grants; however, as a Mubadala executive designated via Ninteenth’s rights, alignment may be primarily through the 5.4% stockholder’s interests rather than personal holdings .
- Potential conflicts (RED FLAGS): Appointment via Purchaser Rights Agreement and Mubadala affiliation, alongside Ninteenth’s ongoing investor rights and prior transactions, present related-party dynamics that warrant monitoring during financing/execution decisions . The Board’s Related Person Transaction Policy provides oversight framework, but investors should watch decisions intersecting with Mubadala/Ninteenth interests .
- Board context: A classified board with multiple investor-designated directors (e.g., Hanwha, TotalEnergies affiliates) suggests a governance environment with significant strategic investor influence; Lead Independent Director structure and active committee work are mitigating governance features .