L. Spencer Wells
NextDecadeAbout L. Spencer Wells
L. Spencer Wells (age 54) has served as an independent director of NextDecade Corporation since July 2017. He is a Partner and co‑founder of Drivetrain Advisors, LLC, and previously held investing and banking roles at TPG Special Situations Partners (Partner/Senior Advisor, 2010–2013), Silverpoint Capital (Partner/Portfolio Manager), UBS (Director), and Deutsche Bank (Vice President). He holds a B.A. in Psychology from Wesleyan University and an MBA (with honors) from Columbia Business School. The Board identifies him as an Audit Committee Financial Expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Drivetrain Advisors, LLC | Partner; Co‑founded fiduciary services firm | 2013–Present | Financial/resolution expertise |
| TPG Special Situations Partners | Partner; Senior Advisor | 2010–2013 | Special situations investing |
| Silverpoint Capital | Partner/Portfolio Manager | N/A | Credit/distressed investing |
| UBS | Director | N/A | Investment banking/markets |
| Deutsche Bank | Vice President | N/A | Investment banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arq, Inc. | Director | Since Jul 2014 | Public company experience |
| Vantage Drilling International | Director | Since Feb 2016 | Energy sector |
| Samson Resources II, LLC | Director | Since Feb 2018 | Energy sector |
| Treehouse Real Estate Investment Trust, Inc. | Director | Since Jan 2019 | REIT governance |
| Parker Drilling Company, Inc. | Director | Since Mar 2019 | Energy services |
| Jones Energy, Inc. | Director (prior) | Nov 2018–May 2019 | Prior public board |
| Vanguard Natural Resources | Director (prior) | Feb–Jul 2019 | Prior public board |
| Town Sports International Holdings | Director (prior) | Mar 2015–Apr 2020 | Prior public board |
Board Governance
- Independence: The Board determined Mr. Wells is independent under Nasdaq rules .
- Committee assignments (2025):
- Audit Committee Chair; members: Belke, Kripalani, Scoggins, Wells; Wells designated Audit Committee Financial Expert; 6 meetings in 2024 .
- Compensation Committee member; Chair: Vrattos; 13 meetings in 2024 .
- Nominating, Corporate Governance & Enterprise Sustainability (NGS) Committee member; Chair: Sir Frank Chapman; 3 meetings in 2024 .
- Attendance: Board met 15 times in 2024; each director attended at least 75% of Board/committee meetings during the period served .
- Leadership: Lead Independent Director is William Vrattos; presides over executive sessions and liaises with the Chair/CEO .
| Committee | Role (Wells) | 2024 Composition Snapshot | 2025 Composition Snapshot |
|---|---|---|---|
| Audit | Chair | Kripalani, Scoggins, Wells (Chair); 4 meetings in 2023 | Belke, Kripalani, Scoggins, Wells (Chair); 6 meetings in 2024 |
| Compensation | Member | Belke (Chair), Kripalani, Scoggins | Sir Frank Chapman, Belke, Lenail‑Chouteau, Wells, Vrattos (Chair) |
| NGS (Governance & Sustainability) | Member | Sir Frank, Oddo, Scoggins, Vrattos, Wells | Sir Frank (Chair), Lenail‑Chouteau, Vrattos, Wells |
Note: Subsequent to the 2025 proxy, new directors were appointed on July 29, 2025 (Pamela Beall, In Kyu Park, Diana Sands), including additions to Audit/Compensation/NGS; Wells remained disclosed as Audit Chair in the 2025 proxy. The 8‑K did not disclose a change to Wells’ chair role .
Fixed Compensation
| Year | Cash Retainer ($) | Chair/Committee Fees ($) | Meeting Fees | Policy Notes |
|---|---|---|---|---|
| 2024 | 100,000 | 20,000 (Audit Chair) | None (no per‑meeting fees) | Policy raised: Board cash retainer to $100k; Annual Board Grant to $125k; grants vest on first anniversary |
| 2023 | 80,000 | 20,000 (Audit Chair) | None (no per‑meeting fees) | Prior policy: $80k cash; $120k equity; quarterly vesting during 2023 |
| Actual Director Compensation (Wells) | 2023 ($) | 2024 ($) |
|---|---|---|
| Cash Fees | 100,000 (80k retainer + 20k Audit Chair) | 120,000 (100k retainer + 20k Audit Chair) |
| Stock Awards (grant‑date fair value) | 120,004 | 124,995 |
| Total | 220,004 | 244,995 |
- Director Stock Ownership Guidelines: 5x Annual Board Cash Retainer; compliance expected within 5 years (extended from 3 years effective Jan 1, 2024). All At‑large Directors were in compliance as of Dec 31, 2024 .
Performance Compensation
| Equity Element | Grant Value | Type | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Board Grant (2024) | 125,000 (policy value; individual grant disclosed at $124,995) | Restricted Stock | 100% vests on 1‑year anniversary | None; time‑based vesting (no metrics) |
| Annual Board Grant (2023) | 120,000 (policy value; individual grant disclosed at $120,004) | Restricted Stock | Vested quarterly during 2023 | None; time‑based vesting |
- Clawbacks & CIC Terms (plan‑level): The 2017 Equity Plan permits clawback for restatements/bad acts; prohibits option/SAR repricing without shareholder approval; no excise tax gross‑ups on change‑in‑control; broad discretion on CIC treatment of awards .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Arq, Inc. (current) | Director | None disclosed in NEXT filings |
| Vantage Drilling International (current) | Director | Energy services exposure; no related‑party transactions disclosed with NEXT |
| Samson Resources II, LLC (current) | Director | Upstream exposure; no related‑party transactions disclosed with NEXT |
| Treehouse REIT, Inc. (current) | Director | REIT governance; no interlocks disclosed |
| Parker Drilling Company, Inc. (current) | Director | Oilfield services; no interlocks disclosed |
Expertise & Qualifications
- Audit and financial expertise: Designated Audit Committee Financial Expert; chairs Audit Committee .
- Capital markets and restructuring experience: Senior roles at TPG Special Situations, Silverpoint, UBS, Deutsche Bank .
- Sector experience: LNG/energy investing oversight; multiple energy‑related boards .
- Education: BA (Wesleyan); MBA with honors (Columbia Business School) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As‑of Date |
|---|---|---|---|
| L. Spencer Wells | 246,165 | <1% | April 17, 2025 (record date) |
- Hedging/Pledging: Company policy prohibits pledging and hedging transactions by directors .
- Ownership guidelines: 5x annual retainer; all At‑large Directors compliant as of Dec 31, 2024 .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post‑Transaction Holdings |
|---|---|---|---|---|---|
| Feb 4, 2025 | Jan 31, 2025 | Stock Award (Annual Board Grant vest/award) | 14,740 | $0.00 | 246,165 |
| Feb 2, 2024 | Jan 31, 2024 | Stock Award (Annual Board Grant) | 24,557 | $0.00 | 231,425 |
Governance Assessment
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Strengths
- Independent director with deep restructuring, credit, and energy experience; recognized as Audit Committee Financial Expert and serving as Audit Chair .
- Active governance engagement: on Audit, Compensation, and NGS committees; Board/committee meeting attendance at or above 75% benchmark in 2024 .
- Alignment mechanisms: mix of cash and equity (2024: ~$120k cash; ~$125k equity); stock ownership guidelines (5x retainer) and anti‑hedging/pledging policy; proxy indicates directors were compliant as of YE 2024 .
- Pay practices guardrails: no meeting fees, clawback policy, no option/SAR repricing without shareholder approval, no CIC excise tax gross‑ups .
-
Watch‑items
- Time commitments: multiple concurrent directorships (five current boards) may merit monitoring for overboarding risk depending on evolving committee loads at those companies; however, no attendance shortfalls disclosed at NEXT .
- Related‑party/conflict exposure: NEXT discloses related‑party transactions with significant shareholders, but none involving Mr. Wells were identified in the proxy .
-
Compensation mix (signal): In 2024, Mr. Wells’ compensation was roughly balanced between cash ($120,000) and equity ($124,995), supporting alignment with shareholder outcomes while compensating for chair responsibilities .
-
Committee evolution: From 2024 to 2025, Wells’ responsibilities expanded to include membership on Compensation and NGS in addition to chairing Audit, increasing governance influence over financial reporting, pay, and board composition/sustainability .
RED FLAGS: None disclosed specific to Mr. Wells—no related‑party transactions, no pledging/hedging, and no attendance deficiencies reported .