DEF 14A of NextDecade Corp, Apr 23, 2026

DEF 14A of NextDecade Corp

Filed Apr 23, 2026 · FY20250001612720-26-000018

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS Currently, the Board consists of twelve members. The Certificate of Incorporation and the Bylaws provide that the Board be classified into three classes. These classes are designated as Class A directors, Class B directors and Class C directors, with members of each class holding office for staggered three-year terms. Newly created directorships or vacancies on the Board resulting from death, resignation, disqualification, removal or other causes may be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum of the Board is present, or by a sole remaining director. Each such director so chosen shall hold office until the Company’s next annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal in accordance with the Bylaws. There are currently three Class C directors whose three-year terms expire at the Annual Meeting, and there are three directors who were appointed to the Board during 2025 whose terms also expire at the Annual Meeting. Of the remaining six directors whose terms do not expire at the Annual Meeting, four are Class A directors (terms expiring at the 2027 Annual Meeting of Stockholders) and two are Class B directors (terms expiring at the 2028 Annual Meeting of Stockholders). Consequently, to ensure the classes are even in number, the Board has nominated two Class B directors and four Class C directors for election at the Annual Meeting.

  2. Director Nominees and Terms

    Director Nominees and Terms The Board has nominated for election Pamela Beall and In Kyu Park, each as a Class B director, and Matthew Bonanno, General Charles Q. Brown, Jr., Diana Sands and David Stover, each as a Class C director. Ms. Beall, Mr. Park and Ms. Sands are each currently on the Board, and Mr. Bonanno, General Brown and Mr. Stover would be new additions to the Board. Each of the director nominees has indicated his or her willingness to serve, if elected, but if any should be unable or unwilling to serve, proxies may be voted for a substitute nominee designated by the Board. If elected at the Annual Meeting, (i) Ms. Beall and Mr. Park will serve as a Class B director until the 2028 Annual Meeting of Stockholders, subject to the election and qualification of their successors and to their earlier death, resignation or removal in accordance with the Bylaws, and (ii) Mr. Bonanno, General Brown, Ms. Sands and Mr. Stover will serve as a Class C director until the 2029 Annual Meeting of Stockholders or until their successor is duly elected and qualified or until their earlier death, resignation or removal in accordance with the Bylaws. See “Director Nomination Process” below for additional information on the nomination of directors. If any nominee should be unavailable for election as a result of an unexpected occurrence, the Board’s proxies shall vote such shares for the election of such substitute nominee as the Board may propose. It is not anticipated that any nominee will be unable or unwilling to serve as a director if elected. The names, ages as of April 15, 2026, principal occupations, and other information highlighting the particular experience, qualifications, attributes and skills that support the recommendation of the Nominating, Corporate Governance and Enterprise Sustainability Committee (the “NGS Committee”) that each of the director nominees be elected at the Annual Meeting are set forth below. Pamela Beall, 69, has served as a director of the Company since July 2025. She is a seasoned executive in the energy industry with a record of strategic growth and increasing returns to shareholders. Since April 2021, she has served on the board of directors of Nationwide Mutual Insurance Company, a Fortune 100 financial services company where she serves as chair of the Audit Committee and a member of the Finance Committee, and since 2016, she has served on the board of directors of NNN REIT, Inc., where she chairs the Governance and Nominating Committee and serves on the Audit Committee. In August 2024, Ms. Beall was appointed to the board of directors of Nationwide Trust Company where she serves on the Audit and Fiduciary Committee. Other public company directorships she has held include Tesoro Logistics GP, LLC from 2018 to 2019. She is an emeritus member of the board of trustees of the University of Findlay. Ms. Beall retired in 2021 from Marathon Petroleum Corporation (“MPC”) as Executive Vice President, Chief Financial Officer and as a member of the board of directors of MPLX GP LLC, a subsidiary of MPC, positions which she held from 2016 and 2014, respectively. MPLX GP LLC is the general partner of MPLX LP, a publicly traded master limited partnership, which owns and operates crude oil, refined products and natural gas logistics assets and processing operations. Ms. Beall received a Bachelor of Science degree in Accounting from the University of Findlay and a Master’s degree in Business Administration from Bowling Green State University, is a non-practicing Certified Public Accountant, and she has attended the Oxford Institute for Energy Studies. The Board believes that Ms. Beall brings extensive energy industry experience, specifically in the areas of finance and capital markets, as well as diverse leadership experience in strategy, business development, risk management, procurement and government affairs, all of which provide Ms. Beall with the qualifications and skills to serve as a Company director. Matthew Bonanno, 47, is a Managing Director at General Atlantic and focuses on investments within General Atlantic Credit and serves on the firm’s Credit Investment Committee. Mr. Bonanno has been nominated to the Board pursuant to the terms of that certain Second Amended and Restated Board Designation and Observer Agreement, by and between the Company and APSC II HoldCo II, L.P. Mr. Bonanno previously served on the Board from July 2017 to April 2020. Before joining General Atlantic in 2020, Matthew was a Partner at Iron Park Capital Partners. Prior to that he spent a decade as a Partner, Co-Head of North American Credit, and a Portfolio Manager at York Capital Management. Matthew has also previously held roles at The Blackstone Group, News Corporation, Goldman Sachs, and JP Morgan. Mr. Bonanno received a Bachelor of Arts in History from Georgetown University and a Master of Business Administration from the University of Pennsylvania. The Board believes Mr. Bonanno’s experience as a partner of an investment firm and in other senior executive leadership roles as well as his extensive industry experience and experience overseeing investments in the LNG sector provide him with the qualifications and skills to serve as a Company director. General Charles Q. Brown, Jr., 63, retired from the United States Air Force in April 2025 after over 40 years of dedicated service. He most recently was the 21st Chairman of the Joint Chiefs of Staff, the nation’s highest-ranking military officer and principal military advisor to the President of the United States, from October 2023 to February 2025. Before this position, he served as the 22nd Chief of Staff of the United States Air Force from August 2020 to September 2023. General Brown also held senior leadership roles as Deputy Commander of U.S. Central Command and as a two-time Air Component Commander at U.S. Air Forces Central Command and Pacific Air Forces. Commissioned in 1984, General Brown became a fighter pilot and logged more than 3,100 flight hours, including 130 combat hours. He currently sits on the board of Bessemer Trust, a privately owned wealth management firm, and on the national security advisory boards of Shield Capital, a venture capital firm focused on companies developing technologies in artificial intelligence, autonomy, cybersecurity, and space, and RAND, a research organization focused on solutions to public policy challenges. He is also a member of the Board of Directors of the Air & Space Forces Association and the Board of Trustees of the 9/11 Memorial & Museum. General Brown was named one of Time magazine’s 100 Most Influential People of 2020. General Brown holds a Bachelor of Science degree in Civil Engineering from Texas Tech University and a Master’s degree in Aeronautical Science from Embry-Riddle Aeronautical University. The Board believes General Brown’s four decades of senior leadership across global defense, national security and multinational operations, deep understanding of federal decision-making and interagency processes and comprehensive understanding of the intersection of global geopolitics, energy security and infrastructure provide him with the qualification and skills to serve as a Company director.

  3. Director Nominees and Terms

    In Kyu Park, 44, has served as a director of the Company since July 2025 and was nominated by HGC NEXT INV LLC (“HGC”) pursuant to that certain Purchaser Rights Agreement, by and between the Company and HGC, dated as of August 3, 2018. Mr. Park has nearly 15 years of experience at portfolio companies of Hanwha Group, a multinational group with innovative businesses in the areas of aerospace and mechatronics, clean energy and ocean solutions, finance, and retail and services. Since January 2025, Mr. Park has served as the Chief Strategy Officer of 174 Power Global, a renewable energy development firm committed to building utility-scale solar, energy storage and integrated clean energy and green hydrogen infrastructure development across North America, and since November 2022, he has served as the Chief Executive Officer of Chariot Energy, a retail energy business in the Texas residential and commercial markets, focusing on both solar and conventional energy solutions. From February 2011 to November 2022, Mr. Park held planning, operations and talent acquisition positions at Hanwha QCells, a manufacturer of solar modules and other clean technology innovation. Mr. Park holds a Bachelor’s degree in International Relations and Economics from Johns Hopkins University and a Master’s degree in Environmental Policy and Energy Security from Columbia University. The Board believes that Mr. Park’s experience in operational and planning aspects in the power and energy spaces provides Mr. Park with the qualifications and skills to serve as a Company director. Diana Sands, 60, has over 30 years of business experience across multiple industries and disciplines. She has served on the board of AngloGold Ashanti, a global gold mining company, since 2023, and on the board of Vmo Aircraft Leasing, a private company, since 2022. She previously served on the boards of SP Plus Corporation, a mobility solutions provider, from 2021 to 2024, and PDC Energy, Inc., an oil and gas producer, from 2021 to 2023, in each case until their respective acquisition. Ms. Sands spent nearly 20 years at the Boeing Company beginning in 2001, where she held senior executive finance and governance positions, including Senior Vice President, Office of Internal Governance and Administration, which oversaw internal audit, ethics and investigations, compliance risk management, security and internal services. She also held key finance roles, including corporate controller, head of investor relations, and head of financial planning and analysis. Ms. Sands has a Master's degree in Business Administration from Northwestern's Kellogg School of Management, and a Bachelor's degree in Business Administration from the University of Michigan's Ross Business School. The Board believes that Ms. Sands’s significant experience with corporate strategy, ethics, compliance and governance, coupled with her deep financial expertise, provide Ms. Sands with the qualifications and skills to serve as a Company director. David Stover, 68, brings more than 40 years of leadership experience across global upstream oil and gas operations. Since February 2022, Mr. Stover has served as a member of the Board of Directors of APA Corporation, where he sits on its Cybersecurity and Management Development and Compensation Committees. Mr. Stover spent 18 years in increasingly senior leadership capacities at Noble Energy, Inc. (“Noble Energy”), culminating as Chief Executive Officer beginning in October 2014 and Chairman of the Board beginning in April 2015, which roles he held until Noble Energy’s acquisition by Chevron Corporation in October 2020, following which he retired. Prior to joining Noble Energy, he held various engineering, operations, business development and management positions with BP America, Inc., Vastar Resources, Inc., and Atlantic Richfield Company. Mr. Stover has a Bachelor of Science degree in Petroleum and Natural Gas Engineering from Pennsylvania State University. The Board believes that Mr. Stover’s experience as the board chair and chief executive officer at an international oil and gas company and his extensive, diverse career in leading global upstream operations, provide Mr. Stover with the skills and qualifications to serve as a Company director.

  4. Incumbent Class A Directors

    Incumbent Class A Directors Matthew K. Schatzman, 60, is the Company’s Chief Executive Officer and has served in such position since February 2018. Mr. Schatzman has served as a member of the Board since September 2017 and, in June 2019, Mr. Schatzman was appointed Chairman of the Board. From September 2017 until his appointment as Chairman of the Board, Mr. Schatzman served as the Company’s President. Prior to joining the Company, Mr. Schatzman served as President at MKS Energy, LLC, an advisory and consulting firm focused on LNG, natural gas and crude oil markets, logistics and risk management from March 2017 until September 2017. He was previously Executive Vice President, Global Energy Marketing and Shipping at BG Group, plc (“BG Group”), a British multinational oil and gas company, from January 2012 until May 2014 and served as Senior Vice President, Energy Marketing from March 2007 until December 2011. Prior to that, he served in various roles at Dynegy Inc. (“Dynegy”), including President and Chief Executive Officer of Dynegy’s wholesale business. Mr. Schatzman is a member of the National Petroleum Council. Mr. Schatzman holds a Bachelor of Arts in Political Science from Yale University. The Board believes Mr. Schatzman’s marketing, logistics, risk management and operational leadership experience of over three decades with companies in the LNG, natural gas, oil and power generation industries, including BG Group and Dynegy, make him well-qualified to serve as the Company’s Chairman and Chief Executive Officer. Avinash Kripalani, 42, has served as a Company director since July 2017 and was originally appointed to the Board pursuant to the terms of that certain Agreement and Plan of Merger, dated as of April 17, 2017 (the “Harmony Merger Agreement”), by and among Harmony Merger Corp., Harmony Merger Sub, LLC, York Credit Opportunities Investments Master Fund, L.P., York Multi-Strategy Master Fund, L.P., York Select Master Fund, L.P., York Global Finance 43, LLC, Valinor Management, L.P., Valinor Capital Partners SPV XXI, LLC, Halcyon Capital Management LP, Halcyon Energy, Power, and Infrastructure Capital Fund Offshore LLC, Halcyon Energy, Power, and Infrastructure Capital Holdings Offshore LLC, Halcyon Energy, Power, and Infrastructure Capital Fund LP, and NextDecade LNG, LLC (formerly NextDecade, LLC (“NextDecade”). Mr. Kripalani served as a member of the board of managers of NextDecade from April 2016 until July 2017. Mr. Kripalani is a Senior Managing Director at Man Group. Prior to Man Group’s acquisition of Bardin Hill Investment Partners (“Bardin Hill”), Mr. Kripalani was a Partner at Bardin Hill, where he has worked since April 2008. Prior to Bardin Hill, he was a Consultant at IBM. Mr. Kripalani earned a Bachelor of Science in Economics and a Bachelor of Science and a Master of Science in Systems and Information Engineering from the University of Virginia. The Board believes Mr. Kripalani’s experience as a private equity principal and in other senior executive leadership roles and relevant experience in private financing and strategic planning, as well as extensive industry knowledge, provides him with the qualifications and skills necessary to serve as a Company director. William Vrattos, 56, has served as a Company director since July 2017, as Lead Independent Director since April 2020, and was originally appointed to the Board pursuant to the terms of the Harmony Merger Agreement. Mr. Vrattos served as a member of the board of managers of NextDecade from June 2015 until July 2017. Mr. Vrattos joined York Capital Management, L.P. (“York”) in January 2002 and is the Chief Investment Officer and a Managing Partner of York. Mr. Vrattos is a Co-Portfolio Manager of the York Multi-Strategy Funds, York Credit Opportunities Funds, York European Opportunities Funds, York European Focus Funds, Fidera Distressed Asset Funds I-IV, and York Tactical Energy Funds and a member of York’s executive committee. Prior to joining York, he worked at Georgica Advisors LLC as a Portfolio Manager specializing in media and communications equities and distressed securities and at Morgan Stanley & Co., Inc. as an investment banker. Mr. Vrattos is currently a member of the board of directors or advisory board, as applicable and in his capacity as a York employee, of (i) Saddle Butte Partners III, (ii) India 2020 Fund II, (iii) Catalio Structured Opportunities Funds I and II and (iv) Collaboration Capital Advisors. In addition, Mr. Vrattos is the Vice Chairman of the Board of Trustees of the Museum of the City of New York and a member of the Board of Trustees of Groton School. Mr. Vrattos received a Bachelor of Arts in English from Dartmouth College and a Master of Business Administration from Harvard Business School. Mr. Vrattos is a Senior Lecturer at Harvard Business School. The Board believes Mr. Vrattos’s experience as a private equity principal and in other senior executive leadership roles with his respective firms’ investments in a wide range of industries, including valuable and relevant experience in private financing, strategic investing and capital structuring, provide him with the qualifications and skills to serve as a Company director. Arnaud Lenail-Chouteau, 52, has over 25 years of experience at TotalEnergies, a multi-energy company that produces and markets fuels, natural gas and electricity, across a wide range of disciplines, including oil and gas exploration, geoscience, business development, asset management and strategy, carbon capture and other decarbonization initiatives. Since July 2023, Mr. Lenail-Chouteau has served as Vice President, LNG Assets and Business Development, with various mandates as director or president of certain TotalEnergies affiliates. Prior to such role, he served as Vice President, Exploration Strategy from September 2021 to June 2023 and as Vice President, Business Gas and Planning with TotalEnergies' affiliate in Abu Dhabi from September 2019 to September 2021. Mr. Lenail-Chouteau has received Master of Science degrees from the Université Pierre et Marie Curie and the French Petroleum Institute (IFP School) and a Master of Public Administration degree from Collège des Hautes Etudes de L’institut Diplomatique (College of Advanced Studies of the Diplomatic Institute). Mr. Lenail-Chouteau was designated as a director by Global LNG North America Corp. pursuant to the Purchaser Rights Agreement, dated as of June 14, 2023, by and between the Company and Global LNG North America Corp. The Board believes that Mr. Lenail-Chouteau's extensive experience in the oil and gas exploration, LNG and carbon capture sectors provides Mr. Lenail-Chouteau with the qualifications and skills to serve as a Company director.

  5. Incumbent Class B Directors

    Incumbent Class B Directors Sir Frank Chapman, 72, has served as a Company director since November 2019. From July 2019 to July 2024, Sir Frank was an independent non-executive director of Zap Energy Inc. From November 2011 to May 2021, Sir Frank served on the board of directors of Rolls-Royce Holdings, plc. Sir Frank served as the Chairman of Golar LNG Ltd from September 2014 to September 2015. Sir Frank has spent over 50 years in the oil and gas industry, beginning his career with BP plc in 1974 before moving to Royal Dutch Shell plc in 1978 where he worked for 18 years. Sir Frank then moved to British Gas as Managing Director Exploration and Production in 1996. Sir Frank was appointed Chief Executive of BG Group in 2000 and was a member of its board of directors for over 16 years. Sir Frank retired from BG Group in June 2013. He was named in the 2011 Queen’s Birthday Honours List and knighted for services to the oil and gas industry. Sir Frank graduated with first class honors in Mechanical Engineering from Queen Mary College, London University. The Board believes Sir Frank’s extensive leadership experience of over 50 years in the oil and gas industry make him well-qualified to serve as a Company director. Giovanni Oddo, 51, has served as a Company director since May 2022 and was appointed to the Board pursuant to the terms of that certain Purchaser Rights Agreement, dated as of October 28, 2019, by and between the Company and Ninteenth Investment Company LLC (“Ninteenth”). Mr. Oddo joined Mubadala Investment Company (“Mubadala”), the parent company of Ninteenth, in 2008 and currently serves as the Head of Americas of Mubadala’s Traditional Infrastructure business unit. At Mubadala, he has previously been responsible for investments in the oil and gas sector and related services, including Mubadala Petroleum LLC, a wholly-owned subsidiary of Mubadala. Mr. Oddo has over 20 years of experience in infrastructure and energy investments, having been a manager at General Electric International, Oil & Gas division, responsible for internal investments and market development of Europe and North Africa prior to joining Mubadala. Mr. Oddo’s prior experience also includes the Associates program at JPMorgan Natural Resources Investment Banking in London. Mr. Oddo holds a Master’s Degree in Mechanical Engineering from the University of Florence (Italy) and an M.B.A from London Business School (UK). The Board believes Mr. Oddo's significant experience with investments, market development and asset management in the infrastructure and energy sectors provides Mr. Oddo with the qualifications and skills to serve as a Company director.

  6. Key Compensation Decisions and Program Enhancements

    Key Compensation Decisions and Program Enhancements Our Compensation Committee took the following key actions in 2025 and early 2026 to recognize NextDecade’s performance and align the interests of our NEOs with those of our stockholders: •Adopted a scorecard framework for the 2025 annual incentive program, with primarily quantitative performance metrics. •Established a maximum annual incentive payout cap of 200% of target for 2025 and future years. •Granted 2025 annual long-term incentive awards to NEOs with an equally weighted mix of time-based RSUs and performance-based PSUs. •Implemented a rigorous relative TSR payout scale for the 2025 PSU awards, requiring 55th percentile performance for target payout and 100th percentile performance for maximum payout. •Adopted a cap for the 2025 PSU awards which limits the payout to 100% of target if NextDecade’s absolute TSR is negative over the three-year performance period. •Approved a 14% of target payout for the 2022-2025 PSU awards based on NextDecade’s three-year absolute and relative TSR performance. •Granted a performance-based milestone award to NEOs tied to the successful FID of Train 5. •Awarded an annual incentive payout of 157% of target to our NEOs for 2025 performance. These decisions are discussed in more detail below.

  7. Compensation Program Objectives and Philosophy

    | STI + LTI = 87% Performance and/or Stock-based | STI + LTI = 76% Performance and/or Stock-based | | LTI 50% Performance-based** | LTI 50% Performance-based** |

  8. Compensation Program Best Practices

    | Compensation Program Best Practices | | | ✓ | Significant portion of executive compensation tied to performance outcomes | | ✓ | Annual incentive payouts supported by scorecard of quantitative financial and operational metrics | | ✓ | Maximum payout limits for both short-term and long-term incentive programs | | ✓ | Target payouts under PSUs require performance above the median of the performance peer group and maximum payout requires performance better than all peers | | ✓ | PSU payout is capped at target when absolute TSR is negative over the three-year performance period | | ✓ | Meaningful stock ownership requirements for executives and directors | | ✓ | Change-in-control benefits require both a qualifying transaction and involuntary termination | | ✓ | Clawback, anti-hedging and insider trading policies in place | | ✓ | Independent advisor engaged by and reporting directly to the Compensation Committee |

  9. Compensation Program Structure

    | Compensation Component | Objective | | Base Salary | •Fixed pay reflecting the executive’s skills, experience, role, and responsibilities | | Annual Incentive | •Reward short-term performance that drives long-term stockholder value •Recognize Company performance | | Long-term Incentives – PSUs and RSUs | •Align executive and stockholder interests •Build meaningful ownership in NextDecade •Support retention via forfeitable awards •Tie compensation to competitive stock performance | | Retirement, Health and Welfare Benefits | •Provide financial security •Align with benefits offered to other NextDecade employees |

  10. Role of Compensation Consultant

    Role of Compensation Consultant In 2025, the Compensation Committee continued its engagement of Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant. Meridian reports solely to the Compensation Committee and the Compensation Committee determines the scope of Meridian’s engagement. The Compensation Committee has evaluated the independence of Meridian based on the SEC’s factors affecting independence and has concluded that Meridian is independent and that there are no conflicts of interest associated with Meridian’s engagement.

  11. Compensation Benchmarking Peer Group and Market Data

    Compensation Benchmarking Peer Group and Market Data To assess executive pay competitiveness, the Compensation Committee worked with its independent compensation consultant and management to develop a compensation peer group using factors such as industry and business model similarity, competition for customers and executive talent, geographic presence, and company size (including enterprise value, market capitalization, and assets). Because NextDecade has few direct LNG peers, the peer group includes those companies (Cheniere and Venture Global) to reflect the competitive LNG talent market, as well as companies in adjacent industries. For peer selection purposes, the Compensation Committee determined that enterprise value—adjusted to reflect NextDecade’s committed project financing debt—best represents the Company’s size, scope, and complexity. As of March 31, 2025, inclusive of NextDecade’s committed project financing debt, NextDecade was positioned at the 34th percentile of the peer group for enterprise value. As of December 31, 2025, inclusive of NextDecade’s committed project financing debt following FID of Trains 4 and 5, NextDecade was positioned near the median of the peer group for enterprise value. The Compensation Committee approved the peer group below and used it to inform 2025 compensation decisions. On an as-reported basis, NextDecade’s enterprise value and market capitalization rank below the 25th percentile of the group. The Committee considered this relative size positioning in its review of benchmarking data and, accordingly, did not target pay at or above the peer median.

  12. Compensation Benchmarking Peer Group and Market Data

    | Compensation Benchmarking Peer Group | | | | | | APA Corp. | DT Midstream, Inc. | Magnolia Oil & Gas Corp. | Sempra | Targa Resources Corp. | | Cheniere Energy, Inc. | Genesis Energy, L.P. | NRG Energy, Inc. | Sunoco LP | Western Midstream Partners, LP | | Coterra Energy Inc. | Kinetik Holdings Inc. | Plains All American Pipeline, L.P. | Talen Energy Corp. | Venture Global, Inc. |

  13. Compensation Elements

    Compensation Elements For 2025, our executive compensation program consisted of three principal elements – base salary, annual performance bonuses, and long-term incentive equity incentives in the form of time- and performance-based RSUs. It also included participation in our 401(k) plan and our broad-based health and welfare benefit programs.

  14. Annual Incentive

    Annual Incentive In the first quarter of each year, the Compensation Committee reviews and approves the performance objectives and quantitative goals used to determine annual incentive awards. For 2025, the Committee adopted a scorecard framework for the Annual Incentive Bonus Program for senior executives, including our NEOs, under which 75% of the executive’s target annual incentive opportunity is based on objective, quantitative operational metrics. The remaining 25% of the executive’s target annual incentive opportunity is based on achievement of qualitative Company strategic objectives. Target performance levels for each objective were established by the Compensation Committee in the first quarter of 2025 and set at challenging levels aligned with the Company’s long-term goals and intended to reward superior performance. A threshold (50% payout) and maximum (200% payout) level was also established for each of the quantitative objectives; no payout is earned for any objective if threshold performance is not achieved.

  15. Annual Incentive

    | Performance Metric | Weight | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Results | Achievement Level, as Percentage of Target | Weighted Payout | | RGLNG Phase 1 Project Construction Cost Variance | 15% | +6.04% | +3.95% | +2.50% | +2.70% | 186% | 28% | | RGLNG Phase 1 Progress | 10% | 44.9% | 52.7% | 57.1% | 58.1% | 200% | 20% | | Enterprise Readiness | 10% | Compensation Committee Discretion | | | Target | 100% | 10% | | Update and Extend Pricing for Train 4 EPC Contract and Execute Train 5 EPC Contract | 10% | Compensation Committee Discretion | | | Target | 100% | 10% | | Advance Incremental LNG Development | 10% | Train 6 Pre-Filing | Train 6 FERC RR13 Filed | Train 6 Application Ready/Filed | Pre-Filing and RR13 Filed | 100% | 10% |

  16. Annual Incentive

    | Executed SPAs for Train 4 and Train 5 | 10% | 3.1 MTPA | 4.5 MTPA | 8.8 MTPA | 9.1 MTPA | 200% | 20% | | Total Recordable Incident Rate | 10% | 0.55 | 0.45 | 0.20 | 0.22 | 192% | 19% | | Advance Upstream Gas Supply and Transportation Options for RGLNG Phase | 5% | Compensation Committee Discretion | | | Target | 100% | 5% | | NextDecade Budget Spend ($MM) | 5% | 10% | 0% | (5)% | 0% | 100% | 5% | | Successfully Appeal DC Circuit Ruling or Reauthorize RGLNG | 15% | Final SEIS Issued | RGLNG Reauthorized | Court Mandate not Issued | Court Mandate not Issued | 200% | 30% | | TOTAL | 100% | | | | | | 157% |

  17. Annual Incentive

    The Committee determined to score the Enterprise Readiness performance metric at 100% of target based on: •The Company’s execution of software licenses and service provider contracts and implementation of software packages that will support the organization’s operations. •Material advancement of the RGLNG Phase 1 and NextDecade workforce staffing plans. The Committee determined to score the Contract and Pricing performance metric at 100% of target based on: •The Company’s successful extension of the T4 EPC contract and execution of the Train 5 EPC contract which, in both cases, maintained costs and schedules within management’s expectations, allowing the Company to take FID of Trains 4 and 5 in September and October, respectively. The Committee determined to score the Advance Upstream Gas Supply performance metric at 100% of target based on: •The Company’s execution of gas supply framework agreements (NAESBs). •The Company’s progress on and execution of gas supply contracts. Effective for the 2025 performance year, the Compensation Committee also approved increases to the annual incentive targets as a percent of base salary for certain NEOs to improve competitive positioning and reflect executives’ continued growth and development in their roles. Mr. Schatzman’s annual incentive target was increased from 125% to 130% of base salary. Ms. de Gyarfas’s annual incentive target was increased from 85% to 90% of base salary. Mr. Mott’s annual incentive target was increased to 90% of base salary for the time he serves as Interim Chief Financial Officer. Following year-end 2025, the Compensation Committee evaluated and determined a payout for each metric, within a range of 0% to 200% of target, resulting in a total payout factor for 2025 performance of 157% of target. The Compensation Committee applied the results above to the NEOs’ target bonus opportunities to determine individual NEO awards.

  18. Annual Incentive

    | Executive Officer | Annual Base Salary as of 12/31/25 | Annual Incentive Target (as % of Base Salary) | Annual Incentive Award for 2025 Performance | | Matthew K. Schatzman | $1,000,000 | 128.33% 1 | $2,014,781 | | Michael Mott | $600,000 2 | 90% 2 | $469,587 | | Vera de Gyarfas | $550,000 | 88.33% 3 | $762,730 | | Tarik Skeik | $470,000 | 90% | $664,110 | | Brent E. Wahl | N/A | N/A | N/A4 |

  19. Annual Incentive

    ¹ Reflects proration of the change in annual incentive target as of May 1, 2025. 2 Mr. Mott’s Annual Incentive was calculated separately and prorated for the portion of the year he served as Interim Chief Financial Officer in addition to his role as SVP, Enterprise Transformation. 3 Reflects proration of the change in annual incentive target as of May 1, 2025. 4 Mr. Wahl’s employment terminated effective October 20, 2025 and, as a result, he was not eligible to receive a 2025 annual incentive award.

  20. Long-term Incentive

    Long-term Incentive The long-term incentive component represents the largest portion of our NEOs’ total compensation and ties a significant portion of pay to stock price performance on both an absolute and relative basis. In 2025, long-term incentives were delivered through two vehicles designed to align NEO pay with NextDecade’s focus on stockholder returns: •Performance-Based RSUs (50% weighting) •Time-Based RSUs (50% weighting)

  21. Long-term Incentive

    | Long-term Incentive Vehicle | Purpose | Key Terms | | Performance-Based Restricted Stock Units – 50% weighting | •Reward our NEOs for our relative TSR performance versus a broad market-based index and direct peers. •Align NEO interests with the interests of our stockholders. •Focus on delivery of our long-term strategy. | •NextDecade’s TSR is measured relative to the TSR of the performance peer group (comprised of the constituents of the Alerian Midstream Energy Select index + Venture Global, Inc.), over the three-year period from September 1, 2025 to August 31, 2028. •Above-median relative TSR rank is required to earn a target (100%) payout. •100th percentile performance is required to earn a maximum (200%) payout; refer to the payout scale below. •However, the overall payout will be capped at target (100%) if NextDecade’s absolute TSR over the three-year performance period is negative. •Awards cliff-vest following the completion of the three-year performance period and the certification of the results by the Compensation Committee. | | | NextDecade’s TSR Percentile Rank | Payout Factor | | | 100th Percentile | 200% | | | 75th Percentile | 150% | | | 55th Percentile | 100% | | | 30th Percentile | 50% | | | Below 30th Percentile | 0% | | Restricted Stock Units – 50% weighting | •Align NEO interests with the interests of our stockholders. •Support long-term retention. | •Awards vest ratably over three years. |

  22. Long-term Incentive

    For the 2025 PSU awards, Relative TSR will be measured against the constituents of the Alerian Midstream Energy Select Index, supplemented by Venture Global, which the Committee believes together provide a relevant and durable performance comparison group. The Committee selected this performance peer group because NextDecade has a limited number of direct LNG peers, and using a broad, market-based index recognizes the Company’s competition for investor capital across the midstream and energy infrastructure sectors while creating a robust and sustainable Relative TSR peer group. The inclusion of Venture Global further enhances the group’s relevance by adding the only LNG-focused competitor that is not already a constituent of the index. Long-term incentive awards for NEOs are generally determined at the Compensation Committee’s third quarter meeting based on the following factors: •Peer group benchmarking data for executives in comparable roles •Company performance relative to long-term strategic objectives •Individual NEO performance; and •General market and industry conditions. In July 2025, the Compensation Committee approved increased values for 2025 annual long-term incentive awards based on compensation benchmarking data.

  23. Long-term Incentive

    | Executive Officer | 2025 Long-term Incentive Award Value ($) | Performance-Based Restricted Stock Units 1 | Time-Based Restricted Stock Units 1 | | Matthew K. Schatzman | $5,500,000 | 256,529 | 256,529 | | Michael Mott 2 | $420,000 | 19,589 | 19,589 | | Vera de Gyarfas | $1,250,000 | 58,302 | 58,302 | | Tarik Skeik | $1,000,000 | 46,641 | 46,641 | | Brent E. Wahl 3 | $1,750,000 | 81,623 | 81,623 |

  24. Long-term Incentive

    ¹ Number of units was determined by dividing 50% of the LTI Value by the closing stock price on the grant date (rounded down to the nearest whole unit). 2 Mr. Mott’s 2025 LTI award was calculated at the time he was Senior Vice President, Enterprise Transformation. His 2026 award will reflect his service as Interim Chief Financial Officer. 3 Mr. Wahl’s 2025 annual long-term incentive award was forfeited upon his resignation. The target long-term incentive compensation discussed in this CD&A reflects the Committee’s intended award opportunities for the year. In contrast, the Summary Compensation Table reports award values calculated in accordance with US GAAP, which reflects the grant date fair value for awards granted during the fiscal year. Grant date fair values are not directly comparable to the target long-term incentive opportunities described in this CD&A because such valuation reflects assumptions about the probability of achieving performance metrics. For this reason, the grant date fair values of these awards shown in the “Compensation Tables” section below may be greater or less than the target award values.

  25. 2025 Train 5 Award

    2025 Train 5 Award In addition to our standard annual incentive awards and annual long-term incentive grants, we have awarded certain performance awards to executive officers contingent upon achieving critical development milestones. In 2025, the Compensation Committee awarded a special one-time award of performance-based RSUs tied to the successful FID of Train 5. Achievement of Train 5 FID was required for the award to vest, with 50% vesting upon FID and the remaining 50% vesting ratably on the next two successive anniversaries of the Train 5 FID achievement. The Train 5 FID performance milestone was achieved in October 2025. Award values for each NEO are presented in the table below.

  26. 2025 Train 5 Award

    | Executive | Train 5 Award Value ($) | Performance-Based Restricted Stock Units 1 | | Matthew K. Schatzman | $3,375,000 | 447,019 | | Michael Mott | $315,000 | 41,721 | | Vera de Gyarfas | $750,000 | 99,337 | | Tarik Skeik | $750,000 | 99,337 | | Brent E. Wahl | $1,125,000 | 149,006 |

  27. 2022 – 2025 PSU Award Vesting

    2022 – 2025 PSU Award Vesting The calculated payout for the 2022 – 2025 PSU awards was 14.3% of target based on the Company’s three-year relative and absolute TSR performance. Seventy-five percent of the award was based on the Company’s absolute stock price performance, with a threshold of $11.00 required to be achieved. NextDecade’s stock price at the end of the performance period was below $11.00; as a result, the absolute stock price portion of the award was forfeited. The remaining 25% was based on the Company’s TSR relative to a peer group. NextDecade’s three-year TSR of 29.88% ranked at the 28.5th percentile of the peer group, resulting in a payout of 57% for this portion of the award. The overall payout for the 2022 PSU award was 14.3% of target.

  28. Mr. Schatzman’s Employment Agreement

    Mr. Schatzman’s Employment Agreement On April 15, 2026, the Company entered into an amended and restated employment agreement (the “Schatzman Employment Agreement”) with Mr. Schatzman. The Schatzman Employment Agreement superseded and replaced Mr. Schatzman’s prior employment agreement with the Company, originally dated September 8, 2017. The Schatzman Employment Agreement provides for an initial term through April 15, 2029, and will be automatically extended for an additional one-year period unless and until either the Company or Mr. Schatzman gives to the other written notice at least ninety (90) days prior to the applicable renewal date of a decision not to renew for an additional year. The annual base salary set forth in the Schatzman Employment Agreement is $1,000,000, subject to increase in the discretion of the Board. Mr. Schatzman is eligible for an annual bonus with a target of 130% of his base salary, subject to increase in the discretion of the Board, based upon the achievement of performance targets established by the Board. Mr. Schatzman will also be eligible to receive long-term incentive compensation awards pursuant to the Plan in such amounts as the Board determines in its discretion. The Schatzman Employment Agreement also provides that Mr. Schatzman is eligible for health insurance and disability insurance and other customary employee benefits. If the Company terminates Mr. Schatzman’s employment without Cause, or if Mr. Schatzman voluntarily terminates his employment with Good Reason (each as defined in the Schatzman Employment Agreement), Mr. Schatzman will be entitled to receive: (i) an amount equal to his then current base salary for a period of 24 months, (ii) an amount equal to 200% of his then current annual target bonus, (iii) a prorated portion of the annual target bonus for the year in which the Agreement is terminated, and (iv) a lump sum payment equal to the total cost of premium payments for 24 months of coverage under the Company’s benefit plans. If, however, the Company terminates Mr. Schatzman’s employment without Cause, or if Mr. Schatzman voluntarily terminates his employment with Good Reason within 24 months following a Change of Control (as defined in the Schatzman Employment Agreement), Mr. Schatzman will be entitled to receive: (i) an amount equal to his then current base salary for a period of 36 months, (ii) an amount equal to 300% of his then current annual target bonus, (iii) a prorated portion of the annual target bonus for the year in which the Agreement is terminated, (iv) a lump sum payment equal to the total cost of premium payments for 36 months of coverage under the Company’s benefit plans, and (v) accelerated vesting of outstanding time-based equity awards and performance-based equity awards, with performance-based equity awards vesting at the greater of target performance and actual performance. The severance payments and benefits described above are contingent upon the execution of a release of claims against the Company. The Schatzman Employment Agreement also contains customary non-competition and non-solicitation covenants and covenants regarding the treatment of confidential information.

  29. Transition Agreement with Brent Wahl

    Transition Agreement with Brent Wahl On October 16, 2025 (the “Train 5 FID Date”), the Company entered into a Transition Agreement with Brent Wahl in connection with his resignation from the Company (the “Transition Agreement”), pursuant to which he served as a consultant to the Company through December 31, 2025 to aid in the transition of his responsibilities. Under the Transition Agreement, 74,503 RSUs under the milestone award earned by Mr. Wahl on the Train 5 FID Date remain outstanding and will vest ratably in accordance with the terms of the related grant agreement, on the first and second anniversary of the Train 5 FID Date, and Mr. Wahl remains subject to confidentiality, non-solicitation and similar covenants under the terms of such grant agreement, through the applicable vesting dates.

  30. Equity Award Acceleration

    Equity Award Acceleration The award agreements governing restricted stock units granted to our NEOs generally provide that such restricted stock will fully vest upon a change of control of the Company only if either (i) the award recipient's employment is terminated as a result of such change of control or (ii) the applicable award is not assumed, or replaced with an award of substantially equivalent value, by the acquirer.

  31. Stock Ownership Guidelines

    | • Shares held in qualified benefit plans or non-qualified deferred compensation plans |

  32. Executive Severance Plan

    Executive Severance Plan As previously disclosed, on February 25, 2026, the Board approved the principal terms of the Company’s Executive Severance Plan (“Severance Plan”), which is intended to provide employees in the position of Senior Vice President and above, other than the Chief Executive Officer who has severance benefits provided for in his employment agreement (each, a “Participant”), with certain compensation and benefits in the event the Participant experiences a qualifying termination either in connection with a change in control or outside the context of a change in control. The Board intends for the Executive Severance Plan to serve as an important component of a competitive compensation package designed to attract and retain qualified, high caliber senior executives. The Severance Plan will provide the following severance benefits upon a Participant’s termination by the Company and its subsidiaries other than for “Cause” or resignation by such employee for “Good Reason” (as each of those terms is to be defined in the Severance Plan): •An amount equal to a multiple of the Participant’s annual base salary in effect at the date of termination, to be paid within 60 days of such termination, with such multiple being 0.5 times for Senior Vice Presidents and 1.0 times for Executive Vice Presidents and above; •An amount equal to a multiple of the Participant’s annual target bonus for the year in which the termination occurs, to be paid within 60 days of such termination, with such multiple being 0.5 times for Senior Vice Presidents and 1.0 times for Executive Vice Presidents and above; •An amount equal to the Participant’s annual target bonus for the year in which the termination occurs, prorated based on the number of days the Participant was an employee of the Company, to be paid within 60 days of such termination; •Medical, dental and vision coverage following such termination for up to six months for Senior Vice Presidents and 12 months for Executive Vice Presidents and above; and •Accelerated vesting of a prorated portion of all outstanding time-based equity awards and continued vesting of a prorated portion of all outstanding performance-based equity awards through the conclusion of the applicable performance period, which will be settled based on actual performance at the end of the applicable performance period. If the termination of the Participant’s employment occurs during the two-year period following a Change of Control (as defined in the 2017 Equity Plan), the Participant will instead be entitled to receive the following severance benefits: •An amount equal to a multiple of the Participant’s annual base salary in effect at the date of termination, to be paid within 60 days of such termination, with such multiple being 1.0 times for Senior Vice Presidents and 2.0 times for Executive Vice Presidents and above; •An amount equal to a multiple of the Participant’s annual target bonus for the year in which the termination occurs, to be paid within 60 days of such termination, with such multiple being 1.0 times for Senior Vice Presidents and 2.0 times for Executive Vice Presidents and above; •An amount equal to the Participant’s annual target bonus for the year in which the termination occurs, prorated based on the number of days the Participant was an employee of the Company, to be paid within 60 days of such termination, to be paid no later than at the same time bonuses are paid to senior executives of the Company; •Medical, dental and vision coverage following such termination following such termination for up to 12 months for Senior Vice Presidents and 24 months for Executive Vice Presidents and above; and •Accelerated vesting of all outstanding time-based equity awards and all outstanding performance-based equity awards, with performance-based equity awards vesting at the greater of target performance and actual performance. The foregoing benefits are subject to the Participant’s timely execution and non-revocation of a release of claims.

  33. Grant Practices Regarding Equity

    Grant Practices Regarding Equity The Compensation Committee approves and grants annual equity awards in the third quarter each year. In certain circumstances, including the hiring or promotion of an officer, the Compensation Committee may approve grants to be effective at other times. We do not time the release of material nonpublic information based on option award grant dates or for the purpose of affecting the value of executive compensation. In addition, we do not take material nonpublic information into account when determining the timing and terms of such awards. Instead, the timing of grants is in accordance with the yearly compensation cycle. We did not grant any stock option awards in 2025.

  34. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  35. 2025 Summary Compensation Table

    | Name | Year | Salary ($) | Bonus ($)(1) | Non-equity Incentive Compensation ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Matthew K. Schatzman | 2025 | 925,000 | — | 2,014,781 | 9,903,480 | — | 12,843,261 | | Chairman and Chief Executive Officer | 2024 | 766,667 | 955,833 | — | 3,006,812 | — | 4,729,312 | | | 2023 | 750,000 | 805,194 | 1,787,500 | 8,244,858 | — | 11,587,552 | | Michael Mott | 2025 | 438,890 | — | 469,587 | 809,120 | — | 1,717,597 | | Interim Chief Financial Officer | | | | | | | | | Vera de Gyarfas | 2025 | 521,667 | — | 762,730 | 2,235,050 | 21,000 | 3,540,447 | | General Counsel and Corporate Secretary | 2024 | 460,000 | 387,500 | — | 668,181 | 20,700 | 1,536,381 | | | 2023 | 450,000 | 354,240 | 320,000 | 1,832,186 | — | 2,956,426 | | Tarik Skeik | 2025 | 463,333 | — | 664,110 | 1,926,500 | 21,000 | 3,074,943 | | Chief Operating Officer | 2024 | 195,000 | 178,156 | — | 1,030,486 | 7,313 | 1,410,955 | | | 2023 | — | — | — | — | — | — | | Brent E. Wahl | 2025 | 456,250 | — | — | 1,038,572 | — | 1,494,822 | | Former Chief Financial Officer | 2024 | 525,000 | 472,500 | — | 1,002,268 | — | 1,999,768 | | | 2023 | 525,000 | 496,125 | 720,000 | 3,045,142 | — | 4,786,267 |

  36. 2025 Summary Compensation Table

    (1)The amounts reported in the “Bonus” column reflect discretionary annual cash bonuses earned by our named executive officers for their performance in the years ended December 31, 2024 and 2023. Annual bonuses are paid in the first quarter following the applicable year of service. (2)The amounts reported in the “Non-Equity Incentive Compensation” column for 2025 reflect the formulaic incentive payouts that were earned based on the defined company scorecard for 2025. The amounts in 2023 reflect a cash bonus paid upon achieving FID for Trains 1-3. (3)The amounts reported in the “Stock Awards” column reflect the aggregate grant date fair value of restricted stock unit awards granted during 2023, 2024 and 2025 computed in accordance with the provisions of ASC Topic 718. The fair value of time-based restricted stock units was established by the market price on the date of grant. The fair value of performance-based restricted stock units was established using a Monte Carlo simulation as of the date of grant. For additional detail, see Note 9 to our financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 2, 2026. (4)The amounts reported in the “All Other Compensation” column reflect 401(k) Plan (defined below) matching contributions which are available to all employees.

  37. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End

  38. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | Option Awards | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) (1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) (1) | | Matthew K. Schatzman | 409,090 | $10.00 | 8/30/2034 | 1,907,322 (2) | 10,051,587 | 244,100 (3) | 1,286,409 | | Michael Mott | 38,181 | $10.00 | 8/30/2034 | 166,712 (4) | 878,572 | 20,606 (5) | 108,592 | | Vera de Gyarfas | 90,909 | $10.00 | 8/30/2034 | 409,627 (6) | 2,158,734 | 54,892 (7) | 289,282 | | Tarik Skeik | 90,909 | $10.00 | 8/30/2034 | 196,212 (8) | 1,034,037 | 23,321 (9) | 122,899 | | Brent E. Wahl | 0 | N/A | N/A | 74,503 (10) | 392,631 | 0 | — |

  39. Outstanding Equity Awards at Fiscal 2025 Year-End

    (1)The market value of the unvested stock awards and equity incentive plan awards is based on the closing price of Common Stock on December 31, 2025 ($5.27). (2)Reflects the unvested portion of RSUs that vest as follows: (i) 123,559 RSUs that vest on the third anniversary of August 31, 2023, (ii) 272,727 RSUs that vest in equal installments on the second and third anniversaries of August 31, 2024, (iii) 256,529 RSUs that vest in equal installments on the first, second and third anniversaries of August 31, 2025, (iv) 677,334 earned 2021 PSUs that vest on the third anniversary of July 12, 2023 (v) 353,663 earned Train 4 PSUs that vest on the first and second anniversaries of September 9, 2025, and (vi) 223,510 earned Train 5 PSUs that vest on the first and second anniversaries of October 16, 2025. (3)Reflects the unearned portion of PSUs that vest as follows: (i) 370,675 TSR-based PSUs eligible to vest on August 31, 2026, subject to achievement of the related performance criteria and (ii) 256,529 PSUs eligible to vest on August 31, 2028, subject to achievement of the related performance criteria. The amount of PSUs is calculated using a vesting percentage of 25% for the absolute stock price portion (2023 PSU only), representing the threshold performance level of the award, and a vesting percentage of 50% for the relative-TSR portion, representing the next higher performance level that exceeded 2025 fiscal year performance. (4)Reflects the unvested portion of RSUs that vest as follows: (i) 11,532 RSUs that vest on the third anniversary of August 31, 2023, (ii) 25,454 RSUs that vest in equal installments on the second and third anniversaries of August 31, 2024, (iii) 19,589 RSUs that vest in equal installments on the first, second and third anniversaries of August 31, 2025, (iv) 56,267 earned 2021 PSUs that vest on the third anniversary of July 12, 2023 (v) 33,009 earned Train 4 PSUs that vest on the first and second anniversaries of September 9, 2025, and (vi) 20,861 earned Train 5 PSUs that vest on the first and second anniversaries of October 16, 2025. (5)Reflects the unearned portion of PSUs that vest as follows: (i) 34,596 TSR-based PSUs eligible to vest on August 31, 2026, subject to achievement of the related performance criteria and (ii) 19,589 PSUs eligible to vest on August 31, 2028, subject to achievement of the related performance criteria. The amount of PSUs is calculated using a vesting percentage of 25% for the absolute stock price portion (2023 PSU only), representing the threshold performance level of the award, and a vesting percentage of 50% for the relative-TSR portion, representing the next higher performance level that exceeded 2025 fiscal year performance. (6)Reflects the unvested portion of RSUs that vest as follows: (i) 27,458 RSUs that vest on the third anniversary of August 31, 2023, (ii) 60,606 RSUs that vest in equal installments on the second and third anniversaries of August 31, 2024, (iii) 58,302 RSUs that vest in equal installments on the first, second and third anniversaries of August 31, 2025, (iv) 135,000 earned 2021 PSUs that vest on the third anniversary of July 12, 2023 (v) 78,592 earned Train 4 PSUs that vest on the first and second anniversaries of September 9, 2025, and (vi) 49,669 earned Train 5 PSUs that vest on the first and second anniversaries of October 16, 2025. (7)Reflects the unearned portion of PSUs that vest as follows: (i) 82,372 TSR-based PSUs eligible to vest on August 31, 2026, subject to achievement of the related performance criteria and (ii) 58,302 PSUs eligible to vest on August 31, 2028, subject to achievement of the related performance criteria. The amount of PSUs is calculated using a vesting percentage of 25% for the absolute stock price portion (2023 PSU only), representing the threshold performance level of the award, and a vesting percentage of 50% for the relative-TSR portion, representing the next higher performance level that exceeded 2025 fiscal year performance. (8)Reflects the unvested portion of RSUs that vest as follows: (i) 60,606 RSUs that vest in equal installments on the second and third anniversaries of August 31, 2024, (ii) 46,641 RSUs that vest in equal installments on the first, second and third anniversaries of August 31, 2025, (iii) 39,296 earned Train 4 PSUs that vest on the first and second anniversaries of September 9, 2025, and (iv) 49,669 earned Train 5 PSUs that vest on the first and second anniversaries of October 16, 2025. (9)Reflects the unearned portion of PSUs that vest as follows: 46,641 PSUs eligible to vest on August 31, 2028, subject to achievement of the related performance criteria. The amount of PSUs is calculated using a vesting percentage of 50%, representing the next higher performance level that exceeded 2025 fiscal year performance. (10)Reflects the unvested portion of earned Train 5 PSUs that vest on the first and second anniversaries of October 16, 2025.

  40. Grants of Plan-Based Awards During Fiscal Year 2025

    Grants of Plan-Based Awards During Fiscal Year 2025

  41. Grants of Plan-Based Awards During Fiscal Year 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares or Stock Units (#) | Grant Date Value of Stock and Option Awards ($) (2) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Matthew K. | 2/25/25 | 650,000 | 1,300,000 | 2,600,000 | | | | | | | Schatzman | 8/29/25 (3) | | | | 128,265 | 256,529 | 513,058 | | 4,037,766 | | | 8/29/25 (4) | | | | | | | 256,529 | 2,749,991 | | | 9/16/25 (5) | | | | 0 | 447,019 | 447,019 | | 3,115,722 | | Michael | 2/24/25 | 149,550 | 299,100 | 598,200 | | | | | | | Mott | 8/29/25 (3) | | | | 9,795 | 19,589 | 39,178 | | 308,331 | | | 8/29/25 (4) | | | | | | | 19,589 | 209,994 | | | 9/16/25 (5) | | | | 0 | 41,721 | 41,721 | | 290,795 | | Vera | 2/24/25 | 242,908 | 485,815 | 971,630 | | | | | | | de Gyarfas | 8/29/25 (3) | | | | 29,151 | 58,302 | 116,604 | | 917,673 | | | 8/29/25 (4) | | | | | | | 58,302 | 624,997 | | | 9/16/25 (5) | | | | 0 | 99,337 | 99,337 | | 692,379 | | Tarik | 2/24/25 | 211,500 | 423,000 | 846,000 | | | | | | | Skeik | 8/29/25 (3) | | | | 23,321 | 46,641 | 93,282 | | 734,129 | | | 8/29/25 (4) | | | | | | | 46,641 | 499,992 | | | 9/16/25 (5) | | | | 0 | 99,337 | 99,337 | | 692,379 | | Brent E. | 2/24/25 | 270,000 | 540,000 | 1,080,000 | | | | | | | Wahl | 8/29/25 (3) | | | | 40,812 | 81,623 | 163,246 | | 1,284,746 | | | 8/29/25 (4) | | | | | | | 81,623 | 874,999 | | | 9/16/25 (5) | | | | 0 | 149,006 | 149,006 | | 1,038,572 |

  42. Grants of Plan-Based Awards During Fiscal Year 2025

    (1)Our 2025 annual incentive plan provided for payment of bonuses based on the achievement by the Company of various strategic and operational performance metrics under a defined company scorecard. In March 2026, the Compensation Committee determined that the annual incentive awards under the 2025 annual incentive plan for the named executive officers would be paid at 157% of target based on actual performance. (2)The amounts in this column represent the aggregate grant date fair value of the equity awards calculated in accordance with FASB ASC Topic 718. See footnote 3 to the Summary Compensation Table. (3)Represents PSUs eligible to be earned based on relative TSR over a three-year period, with an absolute TSR modifier. These PSUs were granted under our 2017 Equity Plan. (4)Represents RSUs eligible to vest in equal installments on the first, second and third anniversaries of August 31, 2025. These RSUs were granted under our 2017 Equity Plan. (5)Represents PSUs eligible to be earned based on the successful FID of Train 5. These PSUs were granted under our 2017 Equity Plan.

  43. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The following table quantifies certain compensation and benefits that would have become payable to our NEOs (other than Mr. Wahl) if their employment had terminated on December 31, 2025 in respect of certain triggering events. All amounts are estimates of the amounts which would be realized upon the triggering event. The actual value of the amounts can only be determined at the time such NEO leaves the Company. The values shown in the table assume a December 31, 2025 termination date, use the closing price of our common stock of $5.27 on December 31, 2025, and assumes that the performance-based incentive awards vest based on the target award level, unless otherwise noted. As discussed in the CD&A, in April 2026, we entered into an amended and restated employment agreement with Mr. Schatzman but are not party to an employment agreement with any of the other NEOs. For a description of the potential payments upon termination or change-in-control for Mr. Schatzman, please see the description of his employment agreement in the “Compensation Discussion and Analysis — Other Compensation Matters — Mr. Schatzman’s Employment Agreement” section of this Proxy Statement. The following table presents the amounts that would have become payable to Mr. Schatzman as provided under his prior employment agreement as in effect as of December 31, 2025. As previously disclosed, in February 2026, the Board approved the principal terms of the Severance Plan, which provides our NEOs other than Mr. Schatzman with certain compensation and benefits in the event the employee experiences a qualifying termination. For a description of the potential payments upon termination or change-in-control under the Severance Plan, please see the description of the Severance Plan in the “Compensation Discussion and Analysis – Other Compensation Matters – Executive Severance Plan” section of this Proxy. The benefits that would be provided by the Severance Plan in the event of a qualifying termination are not included in the quantifications below because, as required by SEC regulations, those quantifications assume that the triggering event or events occur on the last day of the most recent fiscal year, and the Severance Plan was not in place on the last day of fiscal year 2025.

  44. Potential Payments Upon Termination or Change-in-Control

    | Name | Benefits | Change in Control without Termination ($)(1) | Change in Control with Involuntary Termination ($) | Disability or Death ($) | Involuntary Not for Cause Termination or Resignation for Good Reason ($)(2) | For Cause Termination or Resignation without Good Reason ($) | | Matthew K. Schatzman | Stock Awards | — | 8,699,679 | 8,699,679 | 4,406,360 | — | | | Performance Awards (3) | — | 3,305,365 | — | — | — | | | Cash Severance (4) | — | 2,300,000 | — | 2,300,000 | — | | | Total | — | 14,305,044 | 8,699,679 | 6,706,360 | — | | Michael Mott | Stock Awards | — | 775,338 | 775,338 | 374,629 | — | | | Performance Awards (3) | — | 285,555 | — | — | — | | | Cash Severance | — | — | — | — | — | | | Total | — | 1,060,893 | 775,338 | 374,629 | — | | Vera de Gyarfas | Stock Awards | — | 1,851,483 | 1,851,483 | 897,409 | — | | | Performance Awards (3) | — | 741,352 | — | — | — | | | Cash Severance | — | — | — | — | — | | | Total | — | 2,592,835 | 1,851,483 | 897,409 | — | | Tarik Skeik | Stock Awards | — | 788,239 | 788,239 | 111,838 | — | | | Performance Awards (3) | — | 245,798 | — | — | — | | | Cash Severance | — | — | — | — | — | | | Total | — | 1,034,037 | 788,239 | 111,838 | — | | Brent E. Wahl (5) | Stock Awards | — | — | — | — | 392,631 | | | Performance Awards (3) | — | — | — | — | — | | | Cash Severance | — | — | — | — | — | | | Total | — | — | — | — | 392,631 |

  45. Potential Payments Upon Termination or Change-in-Control

    (1) Acceleration of time-based equity awards upon a change of control without a termination would only occur to the extent that such awards are not assumed or replaced by comparable awards. This column assumes such contingency does not occur. If such a contingency occurred, the value of the acceleration of time-based equity awards would correspond to the amounts under the Change in Control with Involuntary Termination column above. (2) Executives other than Mr. Schatzman did not have a severance entitlement as of December 31, 2025. A qualifying termination following a Change in Control would result in full vesting of RSUs held by NEOs other than Mr. Schatzman. (3) Performance awards remain outstanding and available to vest based on performance. As such, the immediate vesting amount for purposes of this table is $0. (4) Represents the sum of (i) 12 months’ then-current base salary (based on his base salary in effect as of December 31, 2025) and (ii) a pro-rata target annual bonus for the year of termination (assuming a termination date of December 31, 2025). (5) Mr. Wahl’s service with the Company terminated on October 20, 2025. The value shown is based on the actual benefits provided in his transition agreement. For a detailed description of his transition agreement, please see the section entitled “Compensation Discussion and Analysis — Other Compensation Matters — Transition Agreement with Brent Wahl” above.

  46. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officer (“PEO”), and the average of the “total compensation” of our other named executive officers as presented in the Summary Compensation Table for the applicable year, (ii) the “Compensation Actually Paid” to our PEO and the average “Compensation Actually Paid” to our other named executive officers, as calculated pursuant to Item 402(v) of Regulation S-K, (iii) certain financial performance measures, and (iv) the relationship of the “compensation actually paid” of the PEO and, on average, our other named executive officers, to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by the executives or how our Compensation Committee evaluates compensation decisions in light of company or individual performance.

  47. Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (that is not TSR or net income) used by use to link Compensation Actually Paid for the most recently completed fiscal year, to our performance. We did not use any financial performance measures to link Compensation Actually Paid to our Company performance in the most recently completed fiscal year; accordingly, this disclosure does not present a Company-selected measure in these tables. See the “Compensation Discussion and Analysis” section included elsewhere in this Proxy Statement and in our historical proxy statements for additional detail on executive compensation actions.

  48. Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    | Year | Summary compensation table total for PEO ($)(1) | Compensation actually paid to PEO ($)(2) (3) | Average summary compensation table total for non-PEO named executive officers ($)(1) | Average compensation actually paid to non-PEO named executive officers ($)(1) (2) (3) | Value of Initial Fixed $100 investment based on Total Shareholder Return ($)(4) | Net income (loss) attributable to common stockholders ($ in thousands) | | 2025 | 12,843,261 | 5,984,267 | 2,456,952 | 228,871 | 252.15 | (306,434) | | 2024 | 4,729,311 | 17,040,792 | 1,649,034 | 4,857,558 | 368.90 | (61,751) | | 2023 | 11,587,552 | 13,730,641 | 3,871,347 | 4,129,042 | 228.23 | (182,745) | | 2022 | 11,112,239 | 14,942,672 | 3,590,843 | 4,104,788 | 236.36 | (84,353) | | 2021 | 9,202,686 | 8,768,254 | 3,301,344 | 3,197,972 | 136.36 | (40,396) |

  49. Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    (1)The PEO for each year shown in the table was Matthew K. Schatzman. The non-PEO named executive officers for each year shown in the table were: for 2025, Michael Mott, Vera de Gyarfas, Tarik Skeik and Brent Wahl; for 2024 Brent Wahl, Vera de Gyarfas and Tarik Skeik; for 2023 and 2022, Brent Wahl and Vera de Gyarfas, and for 2021, Brent Wahl and Ivan Van der Walt, former Chief Operating Officer. (2)The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s named executive officers. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below and averaged for the non-PEO named executive officers. (3)Compensation Actually Paid reflects the exclusions and inclusions for the PEO and, on average, the non-PEO named executive officers set forth below. Amounts excluded, which are set forth in the “Minus Stock Awards from Summary Compensation Table” columns below, represent the Stock Awards reported in the “Stock Awards” column of the Summary Compensation Table for each applicable year. Amounts added back to determine Compensation Actually Paid are made up of the following components which are set forth in the table below, as applicable: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year; and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. The fair value at the end of the prior year of awards granted in any prior year that failed to meet applicable vesting conditions during the covered year are subtracted, although there were no such awards for the PEO or the non-PEO named executive officers in 2022, 2023 or 2024. The dollar value of any dividends or other earnings paid on stock awards in a covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year are added, although there were no such payments for the PEO or the non-PEO named executive officers in 2022, 2023 or 2024. Equity values are calculated in accordance with ASC Topic 718.

  50. Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    | Year | Summary compensation table total for PEO ($) | Minus stock awards from summary compensation table ($) | Plus year-end equity value of unvested awards granted during year ($) | Plus change in value of unvested awards granted in prior years ($) | Plus value of awards granted and vested during year ($) | Plus change in value of prior year awards vested during year ($) | Compensation actually paid to PEO ($) | | 2025 | 12,843,261 | (9,903,480) | 3,714,970 | (5,733,632) | 1,365,640 | 3,697,508 | 5,984,267 | | 2024 | 4,729,311 | (3,006,812) | 5,224,079 | 7,658,748 | — | 2,435,466 | 17,040,792 | | 2023 | 11,587,552 | (8,244,858) | 6,183,657 | -491,119 | — | 4,695,409 | 13,730,641 | | 2022 | 11,112,239 | (9,578,906) | 5,722,220 | 5,771,336 | 679,106 | 1,236,677 | 14,942,672 | | 2021 | 9,202,686 | (7,851,228) | 6,786,705 | 599,920 | — | 30,171 | 8,768,254 |

  51. Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    | Year | Average summary compensation table total for non-PEO named executive officers ($) | Minus stock awards from summary compensation table ($) | Plus year-end equity value of unvested awards granted during year ($) | Plus change in value of unvested awards granted in prior years ($) | Plus value of awards granted and vested during year ($) | Plus change in value of prior year awards vested during year ($) | Average compensation actually paid to non-PEO named executive officers ($) | | 2025 | 2,456,952 | (1,502,310) | 564,425 | (2,030,512) | 297,403 | 442,913 | 228,871 | | 2024 | 1,649,034 | (835,225) | 1,451,132 | 1,996,809 | — | 595,808 | 4,857,558 | | 2023 | 3,871,347 | (2,438,664) | 1,717,680 | -124,672 | 148430 | 954,921 | 4,129,042 | | 2022 | 3,590,843 | (2,745,426) | 1,527,756 | 1,274,204 | 322,935 | 134,476 | 4,104,788 | | 2021 | 3,301,344 | (2,542,010) | 2,265,038 | 75,240 | — | 98,360 | 3,197,972 |

  52. Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    (4)Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in Company common stock on December 31, 2021. The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for RSU awards, the closing price of our common stock on the applicable measurement date, (y) for PSU awards (excluding market-conditioned awards), the closing price of our common stock on the applicable measurement date, and (z) for market-conditioned PSU awards, a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date.

  53. Description of the Information Presented in the Pay Versus Performance Table

    Description of the Information Presented in the Pay Versus Performance Table As described in greater detail above in this proxy statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company aligns executive compensation with Company performance by providing for compensation outcomes aligned with significant value creation events, not all of such events are measures presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align Company performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions for the relationships between information represented in the Pay Versus Performance table.

  54. Description of Relationship Between Named Executive Officer Compensation Actually Paid and Company Total Shareholder Return

    Description of Relationship Between Named Executive Officer Compensation Actually Paid and Company Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Paid to our Non-PEO named executive officers, and the Company’s TSR over the fiscal three-year period from 2023 through 2025.

  55. Description of Relationship Between Named Executive Officer Compensation Actually Paid and Company Total Shareholder Return

    Description of Relationship Between Named Executive Officer Compensation Actually Paid and Company Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Paid to our Non-PEO named executive officers, and the Company’s TSR over the fiscal five-year period from 2021 through 2025.

  56. Pay Ratio Disclosure

    Pay Ratio Disclosure Set forth below is the annual total compensation of our median employee, the annual total compensation of Mr. Schatzman and the ratio of those two values: •The 2025 annual total compensation of the median employee was $242,610; •The 2025 annual total compensation of our Chairman and Chief Executive Officer, Mr. Schatzman, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $12,844,656; and •For 2025, the ratio of the annual total compensation of Mr. Schatzman to the median annual total compensation of all of our employees was reasonably estimated to be 53 to 1. To identify our median employee in 2025, we used our employee population as of December 31, 2025, including full-time, part-time and temporary employees. Our total employee count at that time was 370. We selected December 31, 2025, 20 which is within the last three months of 2025, as the date upon which we would identify the “median employee” because it enabled us to make such identification in a reasonably efficient and economical manner. To identify the “median employee,” we used the annualized 2025 rate of base pay and target annual incentive as of December 31, 2025.cash incentive for our consistently applied compensation measure because we believe that this measure reasonably reflects the annual compensation of our employees. As required by SEC rules, we calculated annual total compensation (including equity awards received in 2025 valued on the grant date) for both our median employee and Mr. Schatzman using the same methodology that we use to determine our NEOs’ annual total compensation for the Summary Compensation Table.

  57. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table details the compensation received by each member of the Board, other than Mr. Schatzman (whose compensation has been reported within the Summary Compensation Table), during the fiscal year ended December 31, 2025. Our Director Compensation Policy (as defined below), pursuant to which the below compensation was paid, provides for compensation to members of the Board who are not employees of the Company and who were not appointed to the Board pursuant to any agreement or arrangement with the Company (collectively, the “At-large Directors” and each, an “At-large Director”).

  58. DIRECTOR COMPENSATION

    | Name | Fees Earned or paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Pamela Beall (3) | 42,740 | 53,240 | 95,980 | | Brian Belke | 115,000 | 124,995 | 239,995 | | Sir Frank Chapman | 130,000 | 124,995 | 254,995 | | Avinash Kripalani | — | — | — | | Arnaud Lenail-Chouteau | — | — | — | | Giovanni Oddo | — | — | — | | In Kyu Park | — | — | — | | Diana Sands (3) | 42,740 | 53,240 | 95,980 | | Edward Andrew Scoggins, Jr. | 100,000 | 124,995 | 224,995 | | William Vrattos | 115,000 | 124,995 | 239,995 | | L. Spencer Wells | 120,000 | 124,995 | 244,995 | | Timothy Wyatt | — | — | — |

  59. DIRECTOR COMPENSATION

    (1)The amounts noted consist of annual cash retainer fees. The amounts include the cash retainers, or portion thereof, that certain of our non-employee directors elected to receive in the form of shares of restricted stock, and the grant date fair value of the shares of restricted stock granted in satisfaction of such elections on January 31, 2025 (or in the case of Ms. Beall and Ms. Sands, August 5, 2025) that was greater than the amount of the cash retainers to be paid in the form of shares of restricted stock, if any, is reflected in the “Stock Awards” column. The number of shares of restricted stock granted to each applicable non-employee director in lieu of cash retainers for 2025, and the corresponding aggregate grant date fair value of such shares of restricted stock, is as follows: Pamela Beall, 1,932 shares of restricted stock, $21,370; Brian Belke, 11,793 shares of restricted stock, $100,005; Diana Sands, 1,932 shares of restricted stock, $21,370; Edward Andrew Scoggins, Jr., 11,793 shares of restricted stock, $100,005; and William Vrattos, 11,793 shares of restricted stock, $100,005. (2)Amounts noted reflect the grant date fair value of restricted stock awards granted during 2025, based on the closing price of Common Stock on the date of grant. Amounts listed include the Annual Board Grant (defined below), which, in the case of Ms. Beall and Ms. Sands, was prorated for the portion of 2025 following their appointment to the Board, and, for each non-employee director who elected to receive their cash compensation in the form of shares of restricted stock, the grant date fair value of the shares of restricted stock granted in satisfaction of such elections that was greater than the amount of the cash retainers, if any. The restricted shares vested in a single installment on January 31, 2026. (3)Ms. Beall was appointed to the Board effective July 29, 2025. (4)Ms. Sands was appointed to the Board effective July 29, 2025. The table below shows the aggregate number of unvested shares of restricted stock held as of December 31, 2025 by each non-employee director.

  60. DIRECTOR COMPENSATION

    | Name | Shares of Restricted Stock Outstanding as of December 31, 2025 | | Pamela Beall (3) | 6,762 | | Brian Belke | 26,533 | | Sir Frank Chapman | 14,740 | | Avinash Kripalani | — | | Arnaud Lenail-Chouteau | — | | Giovanni Oddo | — | | In Kyu Park | — | | Diana Sands (3) | 6,762 | | Edward Andrew Scoggins, Jr. | 26,533 | | William Vrattos | 26,533 | | L. Spencer Wells | 14,740 | | Timothy Wyatt | — |

  61. Director Compensation Policy

    Director Compensation Policy The Company maintains a director compensation policy (the “Director Compensation Policy”) designed to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, highly qualified At-large Directors. During 2025, the Director Compensation Policy consisted of the following elements: •an annual cash retainer of $100,000, which At-large Directors may elect to receive in the form of shares of restricted stock in lieu of cash; •an additional annual cash retainer of $15,000 for each committee of the Board for which such director serves as the chairperson, other than the Audit Committee, whose chairperson receives an annual cash retainer of $20,000; and •an annual award of a number of shares of restricted Common Stock equal to $125,000 divided by the closing price of the Common Stock on Nasdaq on the date of such grant (the “Annual Board Grant”) or, if such grant date was not a trading day, then the last trading day occurring prior to such grant date. The awards of shares of restricted Common Stock to be issued will be prorated based on the actual days of service on the Board, will vest on the anniversary of the award date, and the terms and conditions of such awards, including vesting terms and transferability, will be as set forth in the Company’s standard award agreement, in the form adopted from time to time by the Board or the Compensation Committee. The shares of Common Stock issued under the Director Compensation Policy are issued under and subject to the 2017 Equity Plan or any successor plan. There are no per meeting attendance fees for At-large Directors for attending Board meetings. Directors of the Company and Board observers are entitled to receive reimbursement of all reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board. Such reimbursement is in addition to the compensation provided for the Director Compensation Policy. Effective January 1, 2026, the Company amended the Director Compensation Policy to (i) increase the annual cash retainer to $115,000, (ii) increase the additional cash retainer for chairing the Compensation Committee to $17,500, and (iii) increase the grant date value of the annual equity award to $160,000. The Company maintains a stock ownership policy for At-large Directors, pursuant to which At-large Directors are expected to own a number of shares of Common Stock equal to five times the annual cash retainer divided by the closing price of the Common Stock on Nasdaq on the date of calculation. The number of shares of Common Stock to be held by At-large Directors will be calculated on the first trading day of each calendar year based on such shares’ fair market value. Each At-large Director is expected to satisfy the stock ownership requirement within five years of the date such individual became subject to the policy or the date of any increase in the Annual Board Cash Retainer. All At-large Directors whose phase-in periods were complete were in compliance with the stock ownership requirement as of December 31, 2025.