William Vrattos

About William Vrattos

William Vrattos, 55, is Lead Independent Director of NextDecade (NEXT) since April 2020 and has served on the Board since July 2017; he previously served on NextDecade’s board of managers (June 2015–July 2017) . He is Chief Investment Officer and Managing Partner at York Capital Management and holds a BA from Dartmouth College and an MBA from Harvard Business School; he is also a Senior Lecturer at Harvard Business School . The Board deems him an independent director under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Roles: Lead Independent Director since April 2020 with authority to preside over meetings without the Chair, call meetings of independent directors, serve as liaison, approve Board information flow, retain advisors, and review his mandate annually .
• Independence: Board determined Vrattos (and the committee members he serves with) meet Nasdaq independence standards .
• Committee assignments (2024 activity counts where disclosed):
  • Compensation Committee – Chair; met 13 times in 2024 .
  • Nominating & Governance (renamed NGS effective Jan 1, 2025) – Member; NGS met 3 times in 2024 .
  • Construction & Operations Committee – Member .
• Board engagement: The Board met 15 times in 2024; each director attended at least 75% of Board and applicable committee meetings .

Committee Summary

Fixed Compensation

• Director Compensation Policy (At-large Directors; excludes directors appointed pursuant to agreements):
  • Annual cash retainer increased from $80,000 to $100,000 effective Jan 1, 2024; committee chair fees $15,000 (Audit Chair $20,000); no per‑meeting fees .
  • Annual equity grant value increased from $120,000 to $125,000 effective Jan 1, 2024; vest on first anniversary of grant; directors can elect to take retainers in restricted stock .
  • Director stock ownership guideline for At-large Directors: 5x annual cash retainer; compliance timeline extended to 5 years; all At-large Directors were in compliance as of Dec 31, 2024 .

Note: The policy and table apply to “At-large Directors” (those not appointed under special agreements). Vrattos was originally appointed under the Harmony Merger Agreement, which can result in exclusion from At‑large compensation reporting .

Performance Compensation

• Directors receive time-based restricted stock; no performance-conditioned director equity metrics (e.g., PSUs) are disclosed. Annual Board Grants vest time‑based; no per‑meeting or short-term performance bonuses for directors are disclosed .

Other Directorships & Interlocks

No current U.S. public company directorships are disclosed for Vrattos in the NEXT proxy biography .

Expertise & Qualifications

• Private financing, strategic investing, and capital structuring expertise from senior roles at York and prior investment/IB experience; cited by the Board as qualifications for serving as a director .
• Lead Independent Director responsibilities underscore governance oversight and information flow control at the Board level .

Equity Ownership

• Anti‑hedging and anti‑pledging policy: All directors and employees are prohibited from pledging stock or engaging in hedging transactions under the Insider Trading Policy .
• Director stock ownership guidelines (At‑large Directors): 5x retainer with a 5‑year compliance window; all At‑large Directors were in compliance as of Dec 31, 2024 (policy applicability is to At‑large Directors) .

Governance Assessment

• Strengths

  • Lead Independent Director with explicit authorities (executive sessions, agenda/information oversight, ability to retain advisors), which can balance combined CEO/Chair structure .
  • Independent status under Nasdaq and service on key governance/compensation committees; Compensation Committee chaired by Vrattos, meeting 13 times in 2024—indicative of active oversight during a transformative period .
  • Consistent engagement: Board met 15 times in 2024; each director ≥75% attendance, supporting Board effectiveness .
  • Clear anti‑hedging/pledging restrictions enhance alignment and reduce risk of forced selling or misaligned hedging .

• Watch Items / Potential Conflicts

  • Investor affiliation: Originally appointed pursuant to the Harmony Merger Agreement and is CIO of York Capital; while independent under Nasdaq rules, investor-affiliated backgrounds may pose perceived conflict risks; monitor for related‑party dealings (none specifically disclosed for York in the retrieved related‑party discussion) .
  • Board observers: Multiple investor and lender observer rights (BlackRock, GIP, GIC, certain lenders) can complicate governance dynamics and information flow; ensure executive sessions and Lead Independent Director processes preserve independence .
  • Director pay framework increased cash/equity levels in 2024 consistent with market study; continued scrutiny warranted to ensure director equity remains time‑based and not performance‑linked, preserving objectivity .

• Alignment Signals

  • Personal beneficial ownership of 768,896 shares, albeit <1% of outstanding, provides some skin‑in‑the‑game alongside strict anti‑hedging/pledging policy .
  • Director compensation table shows no At‑large fees or stock awards recorded for Vrattos in 2024, consistent with exclusion when appointed under an agreement, mitigating direct cash fee conflicts from the company .

Board Governance (Additional Context)

• Committee Composition Around Vrattos:
  • NGS Committee (independent; 3 meetings in 2024) .
  • Compensation Committee (independent; 13 meetings in 2024; Vrattos as Chair) .
  • Construction & Operations Committee membership noted; scope includes construction oversight and operational performance .
• Independence reaffirmed for committee service where applicable .

Related-Party and Policy Framework

• Related Person Transaction Policy governs review/approval of transactions involving directors/5% holders; Board reviews for arm’s‑length terms and best interests of the Company .
• Recent related‑party disclosures emphasize arrangements with significant strategic investors (e.g., TotalEnergies affiliate, Hanwha affiliates, Mubadala/Ninteenth) rather than York; continue monitoring for any York-linked transactions in future filings .