Vera de Gyarfas
NextDecadeAbout Vera de Gyarfas
General Counsel and Corporate Secretary of NextDecade (NEXT) since July 2021; age 58 as of April 17, 2025. Nearly 30 years of legal experience across LNG, oil & gas transactions and governance; previously partner roles at Mayer Brown (Houston) and King & Spalding with extensive LNG project work (e.g., Mozambique LNG) . During her tenure, company TSR (value of $100 investment) rose from 167.37 (2023) to 270.53 (2024), while net loss improved from $(182,745)k (2023) to $(61,751)k (2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mayer Brown LLP (Houston) | Partner, Oil & Gas Industry Group | Dec 2019 – Jul 2021 | Led LNG/commercial contract negotiations; oversight across regulatory, governance, litigation |
| King & Spalding LLP | Partner, Global Transactions | Jan 2011 – Dec 2019 | Structured and negotiated investment agreements, LNG SPAs; supported developers, buyers, investors |
| Anadarko Petroleum (Area 1 Mozambique LNG) | Counsel to operator/developer | Prior to 2019 (during K&S tenure) | Represented operator on Mozambique LNG project agreements and SPAs |
External Roles
| Organization | Role | Years |
|---|---|---|
| Association of International Petroleum Negotiators (AIPN) | U.S. Regional Director | Prior to 2021 and ongoing as disclosed |
| Institute for Energy Law | Vice Chair, International Committee | Prior to 2021 and ongoing as disclosed |
Fixed Compensation
Multi-year compensation (USD):
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $450,000 | $460,000 |
| Annual Bonus (discretionary) | $354,240 | $387,500 |
| Non-Equity Incentive Compensation | $320,000 (FID Trains 1–3) | — |
| Stock Awards (grant-date fair value) | $1,832,186 | $668,181 |
| All Other Compensation | — | $20,700 (401(k) match) |
| Total | $2,956,426 | $1,536,381 |
2024 base salary at year-end: $465,000 . 2024 target bonus % of base salary: 85% .
Performance Compensation
2024 annual incentive program and equity awards:
| Incentive type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus | Project management; Regulatory/legal (response to D.C. Circuit Decision); Financial mgmt; Safety; Expansion (Train 4) | Not disclosed | 85% of base salary | Board assessed 126% then capped at 100% of target; Vera’s bonus $387,500 | Cash (N/A) |
| Time-based RSUs (2024 grant: 90,909) | Service-based | N/A | 1/3 tranches | Vest on 1st, 2nd, 3rd anniversaries of Aug 31, 2024 | |
| Premium-priced stock options (2024 grant: 90,909) | Stock price ≥ $10; long-term alignment | N/A | Exercise price $10.00 | Vest on Aug 31, 2027; expire Aug 30, 2034 | |
| PSUs – Train 4 FID milestone | 50% vest at positive Train 4 FID; 25% on each of first/second anniversaries thereafter | Not disclosed | Milestone attainment | 157,183 units eligible (unearned as of YE 2024) | As above |
| PSUs – TSR tranches | Absolute price and relative TSR | Not disclosed | Thresholds per award | 24,376 units (eligible Aug 31, 2025); 25,741 units (eligible Aug 31, 2026), subject to performance | As scheduled |
Equity Ownership & Alignment
- Anti-hedging and pledging: Company policy prohibits hedging/offset transactions and pledging by directors, officers and employees .
- Change-in-control treatment: RSU awards fully vest only if employment is terminated as a result of the change in control or if awards are not assumed/replaced with substantially equivalent awards by acquirer (double-trigger) .
Ownership and outstanding awards:
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 286,696 |
| Shares outstanding (record date) | 260,874,157 |
| Ownership as % of outstanding | ≈0.11% (286,696 / 260,874,157) |
| Unexercisable options outstanding | 90,909 at $10.00; expire 8/30/2034; vest 8/31/2027 |
| Unvested RSUs | 438,439; market value $3,380,365 (based on $7.71 at 12/31/2024) |
| Unearned PSUs | 207,300; market/payout value $1,598,284 |
RSU and PSU vesting detail (as of YE 2024):
- RSUs vesting: 22,615 (Aug 31, 2022, 3rd anniversary); 54,915 (Aug 31, 2023, 2nd/3rd anniversaries); 90,909 (Aug 31, 2024, 1/2/3 years) .
- PSUs vesting schedule: 157,183 (T4 FID milestone, then 25% on first/second anniversaries); 24,376 (TSR PSU eligible Aug 31, 2025); 25,741 (TSR PSU eligible Aug 31, 2026) .
Employment Terms
- Executive employment agreement disclosure: Specific employment/severance terms for Vera not separately disclosed in proxy; CEO agreement summarized, while NEO RSU award agreements follow double-trigger vesting on change-of-control .
- Clawback: 2017 Equity Plan permits clawback and recoupment upon restatements or “bad acts”; no excise tax gross-ups on change in control; no option repricing without shareholder approval .
Performance & Track Record (context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR (value of initial $100) | 173.33 | 167.37 | 270.53 |
| Net income (loss) attributable to common (USD ‘000) | (84,353) | (182,745) | (61,751) |
| EBITDA (USD) | -53,959,000* | -122,500,000* | -169,144,000* |
*Values retrieved from S&P Global.
Execution highlights affecting 2024 incentives:
- RGLNG Phase 1 construction ahead of schedule; costs trending below forecast .
- Legal/regulatory response to D.C. Circuit Decision (rehearing petition; eight amici); “Stand with RGLNG” campaign .
- Financial: RGLNG refinancing; parent-level expense management .
- Safety: TRIR 0.20 vs target 0.45 .
- Expansion: Advanced Train 4 (SPA with ADNOC; HoA with Aramco; EPC with Bechtel) .
Compensation Structure Analysis
- Mix shift: 2024 substituted premium-priced stock options for the performance-based portion of annual equity (replacing TSR PSUs), extending the performance horizon and requiring achievement above prevailing price (exercise price ~$10 vs grant date price; ~215% of closing price) .
- At-risk pay: Annual bonus capped at 100% of target due to external regulatory developments, reinforcing governance constraints on discretionary upside .
- Governance features: No option/SAR repricing without shareholder approval; clawback for restatements/bad acts; no excise tax gross-ups; anti-hedging/pledging policy .
Say-on-Pay & Shareholder Feedback
- Advisory vote on NEO compensation scheduled annually; Proposal 3 presented for 2025 Annual Meeting .
Compensation Peer Group (Benchmarking)
- Not disclosed for executives in 2025 proxy; Director compensation policy and consultant (Meridian) noted for board pay review .
Related Party Transactions / Red Flags
- Anti-hedging/pledging policy mitigates alignment risk .
- Equity plan forbids repricing, includes clawbacks; no tax gross-ups on change-of-control .
- Section 16(a) compliance reported for FY 2024 .
Equity Plan Overhang and Capacity
- 2017 Equity Plan authorized 29,262,461 shares; proposed amendment to 34,262,461; remaining available as of April 17, 2025: 3,174,704 .
- Outstanding awards under plans include options/RSUs/PSUs; aggregate outstanding metrics provided in proxy .
Investment Implications
- Alignment: Significant unvested RSUs and milestone/TSR PSUs tie value realization to Train 4 FID and stock performance; premium-priced options add convexity with reduced near-term dilution risk .
- Selling pressure timing: RSU vesting anniversaries (Aug 31, 2025/2026/2027), TSR PSU events (Aug 31, 2025/2026), and option vesting (Aug 31, 2027) represent potential liquidity windows; hedging/pledging prohibited reduces adverse signaling .
- Retention risk: Absence of disclosed individual severance/change-of-control cash terms for Vera; equity is double-trigger protected, but PSUs remain contingent—retention supported by multi-year vesting and milestone linkage .
- Performance linkage: 2024 bonus payout capped at 100% despite initial 126% assessment and heavy emphasis on legal/regulatory outcomes; TSR and net loss trends improved YoY, but EBITDA remained negative, underscoring execution sensitivity to project milestones and financing (EBITDA values from S&P Global).