Sir Frank Chapman
NextDecadeAbout Sir Frank Chapman
Sir Frank Chapman (age 71) has served as an independent director of NextDecade Corporation since November 2019. He holds a first-class honors degree in Mechanical Engineering from Queen Mary College, University of London, and has over 40 years of leadership in oil and gas, including Chief Executive of BG Group (2000–2013) and senior roles at BP and Royal Dutch Shell. He is nominated to continue as a Class B director through 2028 and is deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BG Group | Chief Executive; Director | 2000–2013 | Led global LNG growth; industry leadership recognized with knighthood |
| Royal Dutch Shell | Various senior roles | 1978–1996 | Operations and leadership across upstream |
| BP plc | Early career | 1974–1978 | Engineering foundations |
| Golar LNG Ltd | Chairman | 2014–2015 | Board leadership in LNG shipping |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rolls-Royce Holdings plc | Director | 2011–2021 | Non-executive oversight |
| Zap Energy Inc. | Independent Non-Executive Director | 2019–2024 | Clean energy technology board experience |
Board Governance
- Committee assignments and chair roles:
- Chair, Nominating, Corporate Governance and Enterprise Sustainability (NGS) Committee
- Chair, Construction and Operations Committee
- Member, Compensation Committee
- Independence: The Board determined Sir Frank is independent under Nasdaq listing rules .
- Attendance and engagement:
- Board met 15 times in 2024; each director attended at least 75% of Board and committee meetings while serving .
- Committee activity: NGS met 3 times; Compensation met 13 times; Audit met 6 times in 2024 .
- Board leadership structure: Combined CEO/Chair with a Lead Independent Director (William Vrattos) with defined authority, which helps mitigate concentration of power .
Fixed Compensation (Director)
| Component | Amount | Period/Notes |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | 2024 policy; payable in cash or elected in stock |
| Committee Chair Fee (NGS Committee) | $15,000 | 2024 |
| Total Cash Fees (Sir Frank) | $115,000 | 2024 |
| Annual Equity Grant (Restricted Stock) | $124,995 | 24,557 shares; granted 1/31/2024 at $5.09; vested 1/31/2025 |
| Meeting Fees | None | No per-meeting fees; expense reimbursement provided |
Narrative context:
- Policy updated effective 1/1/2024: retainer increased to $100,000; equity grant value increased to $125,000 and vests on first anniversary .
- At-large Directors may elect to receive retainer value in stock; grants issued under 2017 Equity Plan .
Performance Compensation (Director)
- No performance-based pay disclosed for non-employee directors; equity awards are time-based restricted stock vesting on the first anniversary (no TSR/EBITDA/ESG metrics applied to directors) .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Sir Frank (Rolls-Royce tenure ended 2021) .
- Historical LNG/shipping exposure via Golar LNG chair role could indicate sector expertise; no current interlock identified with NextDecade’s counterparties .
- Board includes designees of major strategic investors (Hanwha, TotalEnergies, Mubadala), and observer rights exist for BlackRock and certain financing counterparties; Sir Frank is not identified as a designee and remains independent .
Expertise & Qualifications
- Mechanical engineering background with first-class honors .
- Deep LNG project, operations, and energy leadership (BG Group CEO; Shell/BP experience), aligning with NextDecade’s LNG construction, operational oversight, and safety mandates in committees he chairs .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Sir Frank Chapman | 255,182 | ~0.10% | Based on 260,874,157 shares outstanding as of 4/17/2025; RSUs without voting rights not included |
| Ownership Guidelines | 5x cash retainer (shares) | Compliance status: In compliance as of 12/31/2024 | At-large Directors expected to meet within five years; anti-hedging and pledging prohibited |
Governance Assessment
- Strengths:
- Independent status and significant industry expertise; chairs two critical committees (governance and construction/operations), signaling hands-on oversight of board composition, enterprise governance, safety, and project risk .
- Active committee cadence (NGS and Compensation), and overall Board met 15 times with minimum attendance thresholds met, pointing to engaged governance .
- Alignment mechanisms: director equity grants; robust stock ownership guidelines; prohibitions on hedging/pledging; clawback features under the 2017 Equity Plan; no excise tax gross-ups on change-in-control .
- Potential risk indicators and monitoring points:
- Combined CEO/Chair structure—mitigated by a clearly empowered Lead Independent Director and committee leadership by independent directors including Sir Frank .
- Significant strategic investors with board designees and observer rights (Hanwha, TotalEnergies, Mubadala, BlackRock, GIP/GIC/Atlantic Park), which can create influence dynamics; continued vigilance for related party transactions and independent oversight is warranted .
- No director-specific related-party transactions disclosed for Sir Frank; company policy requires disinterested Board approval for any such transactions .
RED FLAGS to watch: influence of investor designees/observers on strategic decisions and capital allocation ; combined CEO/Chair structure despite LID mitigant . No hedging/pledging or director-specific related-party issues identified for Sir Frank .