Matthew Schatzman
NextDecadeAbout Matthew Schatzman
Matthew K. Schatzman, 59, is Chairman and Chief Executive Officer of NextDecade (NEXT). He has served as CEO since February 2018, joined the Board in September 2017, and was appointed Chairman in June 2019; he holds a B.A. in Political Science from Yale University and is a member of the National Petroleum Council . Under his leadership, NextDecade achieved FID on Rio Grande LNG Trains 1–3 and advanced Train 4 commercialization; 2024 pay-versus-performance shows Compensation Actually Paid of $17.0M to the PEO alongside TSR rising to 270.53 from a $100 base over 2022–2024 and a 2024 net loss of $61.8M, contextualizing incentive outcomes amid development milestones and equity volatility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MKS Energy, LLC | President | Mar 2017–Sep 2017 | LNG/gas/crude advisory; market logistics and risk management |
| BG Group plc | EVP Global Energy Marketing & Shipping | Jan 2012–May 2014 | Global energy marketing and shipping leadership |
| BG Group plc | SVP Energy Marketing | Mar 2007–Dec 2011 | Expanded energy marketing platform |
| Dynegy Inc. | Various, incl. President & CEO of wholesale business | Prior to 2007 (years not specified) | Led wholesale power operations; risk management and logistics |
| NextDecade | President | Sep 2017–Jun 2019 | Pre-CEO leadership; positioned for FID and commercialization |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Petroleum Council | Member | Not disclosed | Policy and industry advisory exposure |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $750,000 | $766,667 (paid) ; Annual base rate $775,000 at FY-end |
| Target Bonus (% of Salary) | 120% (approved Sep 1, 2022; unchanged in 2023) | 125% (Board/Comp Committee set for 2024) |
| Actual Annual Bonus ($) | $805,194 | $955,833 |
| Non-Equity Incentive ($) | $1,787,500 (FID cash bonus for Trains 1–3) | — |
| All Other Compensation ($) | — | — |
| Total Compensation ($) | $11,587,552 | $4,729,311 |
Performance Compensation
- 2024 STIP metrics modified post D.C. Circuit decision vacating FERC reauthorization; categories included project management (schedule/cost), Train 4 expansion, safety, corporate financial management, and added legal/regulatory/public relations strategy to contest the Decision; payout was assessed at 126% of target and capped at 100% of target for executives (Board sets CEO targets/payout) .
- 2023 long-term equity design included RSUs and TSR PSUs with absolute stock price and relative TSR peer benchmarks; 2024 shifted performance-based equity from TSR PSUs to premium-priced stock options to balance achievability and long-term value creation .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 STIP – Project Mgmt (Phase 1 ahead of schedule; costs below forecast) | Not disclosed | Company-set | Achieved | 126% initial, capped at 100% | Cash paid in Q1 2025 |
| 2024 STIP – Safety (TRIR) | Not disclosed | 0.45 | 0.20 | Included in cap | Cash paid Q1 2025 |
| 2024 STIP – Regulatory/Legal Strategy | Not disclosed | Contest Decision | Campaign + rehearing petition + 8 amici | Included in cap | Cash paid Q1 2025 |
| 2024 LTI – RSUs | N/A | Time-based | Ongoing | N/A | 1/3 annually from 8/31/2024 |
| 2024 LTI – Premium-Priced Options | N/A | $10.00 exercise (~215% of grant-date close) | N/A | N/A | Cliff vest 8/31/2027; expire 8/30/2034 |
| 2023 LTI – TSR PSUs (Absolute) | 75% of TSR PSUs | 25–100% based on $11/$13.5/$17/$20 | Not disclosed | Max 100% | Earn/vest end of 9/1/2023–8/31/2026 period |
| 2023 LTI – TSR PSUs (Relative) | 25% of TSR PSUs | 25th/50th percentile = 50%/100% | Not disclosed | Max 100% | Earn/vest end of performance period |
| 2023 T4 PSUs | N/A | FID on Train 4 | Not yet achieved | N/A | 50% at T4 FID; 25% each on 1st/2nd anniversaries |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 2,127,897 shares as of Apr 17, 2025; <1% of outstanding |
| Unexercised Options | 409,090 at $10.00; expire 8/30/2034; vest 8/31/2027 |
| Unvested RSUs | 2,112,638; market value $16,288,439 at 12/31/2024 ($7.71) |
| Unearned PSUs | 932,853; market/payout value $7,192,295 at 12/31/2024 |
| RSU/PSU Detail | RSUs vesting tranches from 8/31/2022, 8/31/2023, 7/12/2023 (earned 2021 PSUs), and 8/31/2024; PSUs eligible tied to T4 FID plus TSR PSUs scheduled for 8/31/2025 and 8/31/2026 with disclosed threshold/relative criteria |
| Pledging/Hedging | Prohibited for directors and employees under Insider Trading Policy; pre-clearance required for trades; restrictions on short sales and derivatives |
| Ownership Guidelines | Director stock ownership: 5× cash retainer; compliance as of 12/31/2024; executives not disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Initial 9/18/2017; auto-renew; current term extended through June 30, 2026 |
| Severance (without Cause / Good Reason / non-renewal) | Lump sum equal to 12 months base salary, plus pro-rata annual bonus (target × current base prorated) |
| Change-in-Control | RSU award agreements generally fully vest only if terminated as a result of CoC or if awards are not assumed/replaced by acquirer (i.e., double-trigger or non-assumption) |
| Benefits | Eligible for health and disability insurance; standard benefits |
| Covenants | Customary non-competition, non-solicitation, confidentiality |
| Clawback | Incentive-Based Compensation Recovery Policy applies to awards; plan-level clawback provision embedded |
| Arbitration | Certain award agreements include Houston arbitration; Section 409A compliance intent |
Board Governance
- Schatzman serves as combined Chairman & CEO; Lead Independent Director is William Vrattos (since Apr 2020). Board determined combined role is counterbalanced by strong LID and independent committee chairs; Schatzman is not independent under Nasdaq rules .
- Board/Committee Activity: Board met 15 times in 2024; all directors attended at least 75% of meetings; committees and chairs include Audit (Chair: L. Spencer Wells), Compensation (Chair: William Vrattos), NGS (Chair: Sir Frank Chapman), Construction & Operations (Chair: Sir Frank Chapman), Finance (Chair: Brian Belke) .
- Anti-pledging/hedging policy in place; Board observers designated pursuant to financing agreements (BlackRock, GIP, GIC, Atlantic Park) .
Director Compensation (for governance quality context)
- At-large Directors: $100,000 annual cash retainer (from Jan 1, 2024), $125,000 annual equity grant vesting on first anniversary; committee chair fees ($15,000; Audit Chair $20,000); option to elect cash retainer in stock; guidelines require ownership equal to 5× cash retainer; all At-large Directors in compliance at 12/31/2024 .
- Examples (2024 comp paid in 2024/vest in 2025): Chapman $115,000 cash + $124,995 stock; Wells $120,000 cash + $124,995 stock; Scoggins $75,000 cash + $149,997 stock; Belke elected to receive cash retainer value in stock ($224,998) .
Compensation Structure Analysis
- Shift from TSR PSUs to premium-priced options in 2024 indicates management confidence tied to multi-year stock price accretion, avoiding single-measurement TSR cliffs; exercise price set at $10 (≈215% of grant-date close) to align upside with shareholder gains .
- 2024 STIP cap at 100% despite Board’s performance assessment of 126% suggests disciplined governance and cash cost management against regulatory uncertainty (FERC Decision) .
- Use of milestone-based PSUs (T4 FID) continues pay-for-performance linkage to value-creating events; vesting staged to promote retention .
- Clawback policy and no excise tax gross-ups on CoC within plan attributes, plus anti-repricing and fixed-share pool, mitigate pay inflation/entrenchment risk .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- Dual Chairman/CEO structure offset by Lead Independent Director; independence disclosed (Schatzman non-independent) .
- Regulatory risk highlighted by D.C. Circuit Decision; compensation framework adjusted but capped—no discretionary windfalls .
- Equity overhang: 14.8M securities to be issued upon exercise of outstanding awards; share reserve management via stockholder-approved increases (proposed 2025 amendment to 34.26M max) .
Equity and Award Detail (Outstanding at 12/31/2024)
| Category | Units/Value |
|---|---|
| Options (Unexercisable) | 409,090 @ $10; expiration 8/30/2034 |
| Unvested RSUs | 2,112,638; $16,288,439 market value at $7.71 |
| Unearned PSUs | 932,853; $7,192,295 market/payout value |
| RSU Vesting Tranches | 101,764 (8/31/2025 3rd anniv of 8/31/2022); 247,117 (anniv of 8/31/2023 2nd/3rd); 1,354,667 (earned 2021 PSUs vesting on 7/12/2024/2025); 409,090 (8/31/2025/2026/2027 from 8/31/2024 grant) |
| PSU Milestones | 707,325 T4 PSUs (50% at T4 FID; 25% 1st anniv; 25% 2nd anniv); 109,692 TSR PSUs eligible 8/31/2025; 115,836 TSR PSUs eligible 8/31/2026; absolute and relative TSR thresholds disclosed |
Performance & Track Record Highlights
- 2024 operational execution: Phase 1 ahead of schedule with costs below forecast; safety TRIR 0.20 vs 0.45 target; executed RGLNG refinancing; advanced Train 4 via SPA with ADNOC, HoA with Aramco, and EPC with Bechtel .
- Pay-versus-Performance: PEO CAP $17.0M (2024), TSR index 270.53 (base $100 at 12/31/2021), net loss attributable to common stockholders $(61.8)M (2024) .
Board Service History, Committees, and Dual-Role Implications
- Board Service: Director since Sep 2017; Chairman since Jun 2019; CEO since Feb 2018 .
- Independence: Not independent (CEO); Lead Independent Director structure provides checks; all other directors independent under Nasdaq rules .
- Committees: Chairs include Audit (Wells), Compensation (Vrattos), NGS (Chapman), Construction & Operations (Chapman), Finance (Belke); Board met 15 times in 2024; attendance ≥75% for each director .
- Dual Role Implications: Combined CEO/Chair raises concentration risk; mitigants include LID authority (executive sessions, info approval, advisor retention) and independent committees .
Investment Implications
- Alignment: High “skin-in-the-game” via large unvested RSUs/PSUs and premium-priced options creates upside leverage if Train 4 FID and stock accretion materialize; anti-hedging/pledging and clawbacks strengthen alignment and governance .
- Retention and Selling Pressure: Multiple vesting events (2025–2027) and potential T4 FID triggers may lead to periodic share settlements; pre-clearance and policy constraints reduce opportunistic trading risk, but investors should monitor Form 4s around vest dates and FID milestones .
- Pay Discipline under Regulatory Stress: 2024 payout cap at 100% and shift to long-dated premium options indicate measured risk-taking and confidence without near-term windfalls amidst FERC-related uncertainty .
- Governance Trade-off: Combined Chair/CEO persists; presence of LID and independent committees partially offsets oversight risk—activist scrutiny typically focuses on role separation post-operations ramp; monitor future board structure reviews .
Notes: All data sourced from NextDecade’s DEF 14A (2025, 2024, 2023), 10-K filings, and related exhibits as cited above.