Michael Mott
NextDecadeAbout Michael Mott
Michael R. Mott is Senior Vice President, Enterprise Transformation and Interim Chief Financial Officer (principal financial officer) of NextDecade, appointed October 8, 2025; he is age 65 and holds a BBA in Accounting from the University of Oklahoma . He executed CFO certifications and signed the company’s Q3 2025 Form 10‑Q, evidencing principal financial officer responsibility . Prior to NEXT, he served as CFO of LNG Limited (Oct 2014–May 2020), consulted independently (May 2020–Jun 2021), held senior strategy, finance, and operations roles at BG Group including SVP–HSSE, served at Dynegy culminating as SVP–Chief Accounting Officer & Controller (2001–2003), and spent 13 years at Price Waterhouse . Company-level context: NEXT’s TSR index (value of $100 invested on 12/31/2021) moved from 173.33 in 2022 to 167.37 in 2023 and 270.53 in 2024, while net loss attributable to common stockholders was $(84,353)k, $(182,745)k, and $(61,751)k, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NextDecade Corporation | Interim Chief Financial Officer; SVP, Enterprise Transformation | Oct 2025–present; Jul 2024–present | Interim PFO overseeing disclosure controls/ICFR; enterprise transformation leadership |
| NextDecade Corporation | SVP, Carbon Solutions | Feb 2022–Jul 2024 | Led carbon solutions strategy and development |
| NextDecade Corporation | SVP, Corporate Strategy | Jun 2021–Feb 2022 | Corporate strategy leadership during project development |
| LNG Limited | Chief Financial Officer | Oct 2014–May 2020 | CFO of LNG developer; finance oversight amid industry cycles |
| Independent | Business Consultant | May 2020–Jun 2021 | Advisory work in energy/infrastructure |
| BG Group | Senior strategy, finance, operations roles; SVP–HSSE | Pre‑2014 (multiple years) | Led business execution across global LNG value chain; global HSSE oversight |
| Dynegy Inc. | Progressive risk mgmt./accounting; SVP–Chief Accounting Officer & Controller | 1995–2003; SVP/CAO 2001–2003 | Corporate accounting leadership; risk management |
| Price Waterhouse LLP | Audit practice | ~13 years (pre‑1995) | Audited multinational energy majors and upstream independents |
Fixed Compensation
- Individual base salary, target bonus %, and actual bonus for Michael Mott are not disclosed; the 2025 proxy names NEOs as CEO Matthew Schatzman, CFO Brent Wahl, and General Counsel Vera de Gyarfas, without Mott, implying his compensation details were not in the Summary Compensation Table for 2024 .
Performance Compensation
Company executive incentive design (context for performance alignment, not specific to Mott due to lack of disclosure):
| Metric | 2024 Target Setup | Payout Range | Board Assessment | Payout Cap |
|---|---|---|---|---|
| Project management (RGLNG Phase 1 spend/schedule, gas supply, resourcing/systems) | Corporate performance goals approved Mar 2024 | 0–200% of target | Ahead of schedule; costs below forecast; advanced gas supply and readiness | 100% of target (cap applied) |
| Train 4 expansion (FID progress) | Initial emphasis, later lessened due to external “Decision” | 0–200% of target | SPA with ADNOC; HoA with Aramco; EPC with Bechtel | 100% of target (cap applied) |
| Safety performance | TRIR target 0.45 | 0–200% of target | Achieved TRIR 0.20 vs target 0.45 | 100% of target (cap applied) |
| Corporate financial management | Manage financing and parent expenses | 0–200% of target | Executed RGLNG refinancing; cost control | 100% of target (cap applied) |
The Board initially assessed a 126% payout but applied the 100% cap for 2024 AIP; NEO target bonus %s were CEO 125%, CFO 90%, GC 85% (Mott’s target was not disclosed) .
Plan-level equity incentive terms (not specific to Mott):
| Award Type | Grant/Exercise Price | Vesting | Term/Key Dates |
|---|---|---|---|
| Time-based RSUs | N/A | One‑third annually on successive anniversaries of grant | Standard RSU terms under 2017 Plan |
| Premium-priced stock options (2024 annual awards) | $10.00 per share (≈215% of grant‑date close) | Cliff on Aug 31, 2027; exercisable thereafter | 10‑year max; NEO option expirations shown as 8/30/2034 (illustrative) |
| Performance-based RSUs/PSUs | N/A | Milestone and TSR components; e.g., T4 FID 50% on achievement then 25% on each of first two anniversaries; TSR PSUs measured Aug 31, 2025/2026 | Company used absolute price and relative TSR components; vesting %s tied to performance levels |
Equity Ownership & Alignment
| Date | Common Shares Beneficially Owned | Ownership Form | Shares Outstanding | Ownership % | Pledging/Hedging |
|---|---|---|---|---|---|
| Oct 7, 2025 (Form 3 filed Oct 16, 2025) | 468,694 | Direct (D) | 264,801,408 (as of Oct 27, 2025) | ~0.18% (468,694 ÷ 264,801,408) | Company policy prohibits pledging and hedging for directors/officers/employees |
- No derivative holdings were reported on Mott’s Form 3 Table II; RSUs typically do not confer voting rights and are excluded from certain ownership tables per proxy methodology .
- Q3 2025: none of NEXT’s directors or executive officers adopted or terminated Rule 10b5‑1 plans, suggesting limited scheduled insider selling pressure during the quarter .
Employment Terms
- Appointment: Interim principal financial officer effective October 2025; appointment not pursuant to any arrangement/understanding; no family relationships or related‑party interests requiring disclosure .
- Change‑of‑Control: Under the 2017 Equity Plan, on a change of control, the Administrator may accelerate vesting or adjust awards; RSU agreements for NEOs generally provide full vesting only if employment is terminated as a result of the change of control or awards are not assumed/replaced with substantially equivalent value (i.e., effectively double‑trigger or failure‑to‑assume) .
- Clawback/Forfeiture: Plan permits clawbacks for restatements and “bad acts,” and specifies forfeiture/recoupment triggers including violations of non‑compete/non‑solicit/confidentiality; no excise tax gross‑ups on change of control .
- Stock Ownership/Trading: Insider Trading Policy prohibits pledging and hedging; Section 16(a) compliance was timely for 2024 per proxy .
Investment Implications
- Alignment: Direct ownership of ~0.18% of common stock indicates meaningful skin‑in‑the‑game for an interim CFO and supports alignment with common shareholders; hedging/pledging prohibitions further strengthen alignment .
- Retention and transition: Interim status amid CFO transition introduces execution/retention risk; however, Mott’s certifications and role continuity underpin financial controls during the search for a permanent CFO .
- Selling pressure: Absence of Q3 2025 10b5‑1 adoptions or terminations by executives suggests limited programmed selling; monitor future Forms 4 as compensation vesting schedules can drive taxable events and share surrender activity (NEXT repurchased shares for tax withholding in Q3) .
- Pay‑for‑performance clarity: Individual SVP compensation metrics were not disclosed; company AIP metrics and capped payout at 100% for 2024 indicate discipline amidst regulatory challenges, but lack of Mott‑specific targets/payouts limits precision of pay‑performance analysis for him .
- Change‑of‑control economics/clawback: Plan‑level double‑trigger construct and clawback provisions reduce governance red flags; no excise tax gross‑ups further align with shareholder interests .