Pamela Beall
NextDecadeAbout Pamela Beall
Pamela Beall, 68, was appointed as a Class A director of NextDecade Corporation on July 29, 2025; her term runs until the 2026 annual meeting and she will be on the slate at that meeting . She brings extensive energy-industry finance and capital markets experience, including service as EVP & CFO at Marathon Petroleum and board roles at MPLX GP LLC; she is a non‑practicing CPA with an MBA from Bowling Green State University and BS in Accounting from the University of Findlay, and has attended the Oxford Institute for Energy Studies . At NextDecade, she serves on the Audit, Construction & Operations, and Finance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Petroleum Corporation (MPC) | Executive Vice President & Chief Financial Officer | 2016–2021 | Senior finance lead; retired 2021 |
| MPLX GP LLC (subsidiary of MPC) | Member, Board of Directors | From 2014 | Oversight of publicly traded MLP governance |
| Tesoro Logistics GP, LLC | Director | 2018–2019 | Public company board experience in logistics |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Nationwide Mutual Insurance Company (Fortune 100) | Director | Since April 2021 | Audit Committee Chair; Finance Committee member |
| NNN REIT, Inc. | Director | Since 2016 | Audit Committee; Governance Committee |
| Nationwide Trust Company | Director | Since August 2024 | Audit & Fiduciary Committee |
| University of Findlay | Trustee (Emeritus) | — | Governance advisory experience |
Board Governance
- Committee assignments: Audit; Construction & Operations; Finance—positions that place Beall at the center of financial reporting, controls, project oversight, and capital planning .
- Independence framework: NextDecade adheres to Nasdaq rules for director independence determinations; the Board conducts annual reviews to confirm independence status .
- Board activity and attendance benchmark: The Board met 15 times in 2024, and each director attended at least 75% of Board and committee meetings during the period served; NextDecade encourages attendance at annual meetings (four directors attended the last one) .
- Committee cadence: Audit Committee met 6 times in 2024 ; Compensation Committee met 13 times in 2024 ; Nominating, Corporate Governance & Enterprise Sustainability (NGS) Committee met 3 times in 2024 .
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging of NextDecade securities by directors and employees .
Fixed Compensation
| Component | Structure | Amount | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | Fixed cash retainer | $100,000 | Increased effective Jan 1, 2024; directors may elect restricted stock in lieu of cash |
| Equity Grant (Annual Board Grant) | Restricted Common Stock | $125,000 | Grant value increased to $125,000 effective Jan 1, 2024; vests on first anniversary |
| Committee Chair Fees | Cash | $15,000 per committee chair; $20,000 for Audit Chair | Chair fees only; no per‑meeting fees |
| 2025 Pro‑rata Treatment | Cash + Stock | Prorated for days of service in 2025 | Beall’s 2025 awards prorated per Director Compensation Policy |
- No per‑meeting fees; reasonable out‑of‑pocket expense reimbursement is provided .
Performance Compensation
- Directors receive time‑vested restricted stock; NextDecade does not disclose performance‑based equity (PSUs) or cash metrics for directors under the Director Compensation Policy .
- Clawbacks/forfeiture under 2017 Omnibus Incentive Plan: awards may be reduced, canceled, or recouped for cause, policy violations, restrictive covenant breaches, detrimental conduct, or financial restatements (repayment of realized gains), consistent with ASC 718 valuation and plan terms .
| Performance Metric | Target | Actual | Payout Determination |
|---|---|---|---|
| Not applicable for directors under stated policy | — | — | Director equity is time‑vested; no disclosed performance metrics |
Other Directorships & Interlocks
- Current public company boards: NNN REIT, Inc. .
- Additional boards: Nationwide Mutual Insurance Company; Nationwide Trust Company (non‑public) .
- Potential conflicts: The Company disclosed that Ms. Beall has no direct or indirect material interest in transactions requiring disclosure under Item 404(a) of Regulation S‑K .
- Signal: Governance‑heavy roles (audit chair, fiduciary committees) enhance board oversight quality .
Expertise & Qualifications
- Capital markets and corporate finance expertise from CFO tenure at MPC and MPLX governance .
- Accounting credentials (CPA, non‑practicing) and audit committee leadership (Nationwide) indicate strong financial reporting oversight capability .
- Energy industry depth complemented by Oxford Institute for Energy Studies coursework .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (shares) | Not disclosed in the appointing 8‑K; no Form 4 referenced therein |
| Ownership guidelines | 5× Annual Board Cash Retainer; calculated annually at FMV; compliance window extended from 3 to 5 years effective Jan 1, 2024 |
| Hedging/Pledging | Prohibited by Insider Trading Policy |
| Compliance status | As of Dec 31, 2024, all At‑large Directors were in compliance; Beall appointed in 2025—compliance timing governed by 5‑year window |
Governance Assessment
- Strengths: Appointment to Audit and Finance Committees leverages Beall’s CFO and audit leadership background, bolstering financial reporting integrity, capital structure oversight, and risk management; no related‑party transactions disclosed, supporting independence and investor alignment .
- Compensation alignment: Director pay combines cash retainer with equity grants; equity vests on a one‑year schedule and is subject to clawback/forfeiture, indicating prudent governance controls .
- Ownership discipline: Robust stock ownership guidelines (5× retainer) and anti‑hedging/pledging rules align directors with shareholders and reduce misalignment risk .
- Watch items: Individual attendance for 2025 not yet disclosed; beneficial ownership details for Beall pending future filings; confirmation of Board independence designation will typically be provided in the next proxy .
RED FLAGS: None identified—no Item 404(a) transactions; anti‑hedging/pledging in place; clawback provisions embedded. Monitoring needed for future beneficial ownership disclosures and attendance metrics .