DEF 14A of NextDecade Corp, Apr 24, 2025

DEF 14A of NextDecade Corp

Filed Apr 24, 2025 · FY20240001628280-25-019733

Open on EDGAR

  1. PROPOSAL NO. 1 – ELECTION OF DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF DIRECTORS Currently, the Board consists of ten 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 four Class A directors, three Class B directors and three Class C directors. Each of the Class B directors has a term that expires at the Annual Meeting. Additionally, Arnaud Lenail-Chouteau, a Class A director, has a term that expires at the Annual Meeting because he was appointed to the Board on October 16, 2024 and pursuant to the Bylaws, directors appointed to fill vacancies shall hold office until the Company's next annual meeting of stockholders, which, in his case, is the Annual Meeting. If Mr. Lenail-Chouteau is elected by the stockholders at the Annual Meeting, Mr. Lenail-Chouteau will serve the remainder of his term as a Class A director until the 2027 Annual Meeting of Stockholders or until his successor is duly elected and qualified or until his earlier death, resignation or removal in accordance with the Bylaws.

  2. Director Nominees and Terms

    Director Nominees and Terms The Board has nominated for election Sir Frank Chapman, Giovanni Oddo and Timothy Wyatt, each a Class B director, and Arnaud Lenail-Chouteau, a Class A director. Each of the director nominees is currently on the Board and has indicated his 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) each of Messrs. Chapman, Oddo and Wyatt 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. Lenail-Chouteau will serve as a Class A director until the 2027 Annual Meeting of Stockholders or until his successor is duly elected and qualified or until his 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 17, 2025, 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. Sir Frank Chapman, 71, 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 40 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 40 years in the oil and gas industry make him well-qualified to serve as a Company director. Giovanni Oddo, 50, 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. Timothy Wyatt, 44, has served as a Company director since January 2024 and was appointed to the Board pursuant to the terms of a Purchaser Rights Agreement, dated as of August 3, 2018, by and between the Company and HGC NEXT INV LLC (“HGC”), an affiliate of Hanwha. Since November 2023, Mr. Wyatt has served as Executive Vice President and Chief Strategy Officer for Shipping, LNG and Other Fuels at Hanwha FutureProof. Since April 2024, Mr. Wyatt has also served as President and Chief Executive Officer of Hanwha Shipping LLC and Hanwha Ocean Americas LLC. Prior to joining Hanwha, Mr. Wyatt spent more than 12 years with Cheniere Energy, Inc. (“Cheniere”), where his final role was Senior Vice President, Corporate Development and Strategy. Mr. Wyatt also served as a director and Senior Vice President, Corporate Development and Strategy of Cheniere Energy Partners GP, LLC (“Cheniere Partners GP”), the general partner of Cheniere Energy Partners, L.P. Mr. Wyatt joined Cheniere in April 2011 as Senior Manager, Shipping and Trading (UK) and subsequently served as Vice President, LNG Origination and Trading, before serving as Vice President, Commercial Operations of Cheniere from March 2017 to June 2019 and Cheniere Partners GP from May 2017 to August 2019, and Vice President, Business Development and Strategy of Cheniere from June 2019 to March 2021 and Cheniere Partners GP from August 2019 to May 2021. Mr. Wyatt has over 15 years of experience in commodity operations, marketing, shipping and trading. Prior to joining Cheniere, Mr. Wyatt was with Simpson, Spence and Young, where he was responsible for the gas business. Prior to Simpson, Spence and Young, Mr. Wyatt held positions with Shell and Deutsche Bank. Mr. Wyatt holds a B.A. Honors from the University of the West of England, Bristol. The Board believes Mr. Wyatt’s significant experience in commercial operations and other aspects of the broader LNG industry provides Mr. Wyatt with the qualifications and skills to serve as a Company director. Arnaud Lenail-Chouteau, 51, 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.

  3. Incumbent Class A Directors

    Incumbent Class A Directors Matthew K. Schatzman, 59, 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, 41, 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 Partner at Bardin Hill Investment Partners LP (“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, 55, 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, York Credit Opportunities, York European Opportunities, York European Focus, 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) all entities incorporated pursuant to York’s partnerships with Costamare, Inc., (iii) India 2020 Funds I and II, and (iv) Generate Advisors. In addition, Mr. Vrattos is the Vice Chairman of the Board of Trustees of the Museum of the City of New York, a member of the Board of Trustees of Groton School, and a member of the advisor board of the Catalio Structured Opporunities Funds I and II. 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.

  4. Incumbent Class C Directors

    Incumbent Class C Directors Brian Belke, 41, has served as a Company director since July 2017 and was originally appointed to the Board pursuant to the terms of the Harmony Merger Agreement. Mr. Belke served as member of the board of managers of NextDecade from June 2015 until July 2017. Since September 2020, Mr. Belke has served as a Managing Partner of Heights Point Management, LP. From June 2010 until June 2020, Mr. Belke was a Partner at Valinor Management L.P. (“Valinor”). Prior to Valinor, Mr. Belke was an Equity Research Associate at Fidelity Investments. He is a Chartered Financial Analyst and is a member of the CFA Institute and the New York Society of Securities Analysts. Mr. Belke earned a Bachelor of Science in Management with concentrations in Finance and Accounting, summa cum laude, from Boston College, and a Master of Business Administration from Harvard Business School, where he graduated with High Distinction as a Baker Scholar. The Board believes Mr. Belke’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. L. Spencer Wells, 54, has served as a Company director since July 2017 and was originally appointed to the Board pursuant to the terms of the Harmony Merger Agreement. Mr. Wells has over 20 years of experience as a portfolio manager and financial analyst. Mr. Wells co-founded Drivetrain Advisors, LLC, a firm providing fiduciary services to the alternate investment community (“Drivetrain”), in December 2013, where he currently serves as a Partner. Prior to co-founding Drivetrain, Mr. Wells was employed by TPG Special Situations Partners (“TPG”) from 2010 to 2013, where he first served as Partner from September 2010 to January 2012, and then as a Senior Advisor from January 2012 to July 2013. Prior to TPG, Mr. Wells served as a Partner/Portfolio Manager for Silverpoint Capital, as a Director at the Union Bank of Switzerland and as a Vice President of Deutsche Bank AG. Mr. Wells has served as a member of the boards of directors of (i) Arq, Inc. since July 2014, (ii) Vantage Drilling International since February 2016, (iii) Samson Resources II, LLC since February 2018, (iv) Treehouse Real Estate Investment Trust, Inc. since January 2019, and (v) Parker Drilling Company, Inc. since March 2019. Mr. Wells previously served as a member of the boards of directors of (i) Jones Energy, Inc. from November 2018 until May 2019, (ii) Vanguard Natural Resources from February 2019 to July 2019, and (iii) Town Sports International Holdings from March 2015 to April 2020. Mr. Wells received a Bachelor of Arts in Psychology from Wesleyan University and a Master of Business Administration, with honors, from Columbia Business School. The Board believes Mr. Wells’s public company experience, financial expertise, extensive industry experience and experience overseeing investments in the LNG sector provides him with the qualifications and skills to serve as a Company director. Edward Andrew Scoggins, Jr., 45, has served as a Company director since April 2021. Mr. Scoggins is Founder and Managing Partner of Millennial Energy Partners (“Millennial”), an energy asset management firm, where he has worked since July 2012. Prior to founding Millennial, Mr. Scoggins led BG Group’s commercial and operations teams on upstream, midstream and LNG investments in the United States, Canada, Chile, Equatorial Guinea and Trinidad and Tobago from July 2008 to July 2012. Prior to joining BG Group, Mr. Scoggins was Strategic Planning Manager and Community and Public Relations Manager with Marathon Oil from August 2005 until July 2008. Mr. Scoggins began his oil and gas career in 2004 with Bechtel Corporation as Project Controls Engineer residing in Equatorial Guinea, West Africa. Mr. Scoggins served as a member of the board of directors of Ultra Petroleum Corp. from October 2018 until August 2020. Mr. Scoggins also served as a member of the board of directors of Amplify Energy Corp., where he was Chairman of the Audit Committee, from April 2017 until its merger with Midstates Petroleum Company, Inc. in August 2019. Mr. Scoggins is a member of Vanderbilt University’s College of Arts & Sciences Campaign Cabinet and an Advisory Board member of Georgetown University’s Master of Science in Foreign Service program. Mr. Scoggins received his Bachelor of Science in Economics and History from Vanderbilt University, where he graduated Phi Beta Kappa and magna cum laude. He earned his Master of Science in Foreign Service with a focus on international business and policy from Georgetown University. Mr. Scoggins is currently pursuing a Master of Energy Transition & Sustainability at Rice University. The Board believes Mr. Scoggins’s significant financial and investment expertise as well as his operational and managerial experience in the upstream oil and gas exploration and production business provide him with the qualifications and skills to serve as a Company director.

  5. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth all compensation awarded to, earned by or paid to the Company’s named executive officers (“NEOs”), by the Company or its subsidiaries, in U.S. dollars, during the years ended December 31, 2024 and 2023.

  6. 2024 Summary Compensation Table

    | Name | Year | Salary | Bonus (1) | Non-equity Incentive Compensation (2) | Stock Awards (3) | All Other Compensation (4) | Total | | Matthew K. Schatzman | 2024 | 766,667 | 955,833 | — | 3,006,812 | — | 4,729,311 | | Chairman and Chief Executive Officer | 2023 | 750,000 | 805,194 | 1,787,500 | 8,244,858 | — | 11,587,552 | | Brent E. Wahl | 2024 | 525,000 | 472,500 | — | 1,002,268 | — | 1,999,768 | | Chief Financial Officer | 2023 | 525,000 | 496,125 | 720,000 | 3,045,142 | — | 4,786,267 | | Vera de Gyarfas | 2024 | 460,000 | 387,500 | — | 668,181 | 20,700 | 1,536,381 | | General Counsel and Corporate Secretary | 2023 | 450,000 | 354,240 | 320,000 | 1,832,186 | — | 2,956,426 |

  7. 2024 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 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 and 2024 computed in accordance with the provisions of ASC Topic 718. For the assumptions underlying the valuation of such restricted stock unit awards, see Note 12 to our financial statements appearing in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 28, 2025. (4)The amounts reported in the “All Other Compensation” column reflect 401(k) Plan (defined below) matching contributions.

  8. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table provides information concerning outstanding equity awards as of December 31, 2024 granted to the Company’s named executive officers.

  9. Outstanding Equity Awards at Fiscal 2024 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 | 2,112,638 (2) | 16,288,439 | 932,853 (3) | 7,192,295 | | Brent E. Wahl | 136,363 | $10.00 | 8/30/2034 | 646,391 (4) | 4,983,675 | 310,951 (5) | 2,397,432 | | Vera de Gyarfas | 90,909 | $10.00 | 8/30/2034 | 438,439 (6) | 3,380,365 | 207,300 (7) | 1,598,284 |

  10. Outstanding Equity Awards at Fiscal 2024 Year-End

    (1)The market value of the unvested stock awards is based on the closing price of Common Stock on December 31, 2024 ($7.71). (2)Reflects the unvested portion of restricted stock units that vest as follows: (i) 101,764 RSUs that vest on the third anniversary of August 31, 2022, (ii) 247,117 RSUs that vest in equal installments on the second and third anniversaries of August 31, 2023, (iii) 1,354,667 earned 2021 performance-based restricted stock units that vest in equal installments on the second and third anniversaries of July 12, 2023, and (iv) 409,090 RSUs that vest in three equal installments on the first, second and third anniversaries of August 31, 2024. (3)Reflects the unearned portion of performance-based restricted stock units that vest as follows: (i) 707,325 restricted stock units eligible to vest as to 50% upon achievement of a positive final investment decision for a fourth liquefaction train at the Rio Grande LNG Facility (the “T4 FID Milestone” and as to 25% per year on the first and second anniversaries of the T4 FID Milestone, (ii) 109,692 TSR-based restricted stock units (“PSUs”) eligible to vest on August 31, 2025, subject to achievement of the related performance criteria and (iii) 115,836 PSUs eligible to vest on August 31, 2026, 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, 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 2024 fiscal year performance. (4)Reflects the unvested portion of restricted stock units that vest as follows: (i) 33,922 RSUs vest on the third anniversary of August 31, 2022, (ii) 82,372 RSUs that vest in equal installments on the second and third anniversaries of August 31, 2023, (iii) 393,734 earned 2021 PSUs that vest in equal installments on the second and third anniversaries of July 12, 2023, and (iv) 136,363 RSUs that vest in three equal installments on the first, second and third anniversaries of August 31, 2024. (5)Reflects the unearned portion of performance-based restricted stock units that vest as follows: (i) 235,775 restricted stock units eligible to vest as to 50% upon achievement of the T4 FID Milestone and as to 25% per year on the first and second anniversaries of the T4 FID Milestone, (ii) 36,564 PSUs eligible to vest on August 31, 2025, subject to achievement of the related performance criteria, and (iii) 38,612 PSUs eligible to vest on August 31, 2026, 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, 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 2024 fiscal year performance. (6)Reflects the unvested portion of restricted stock units that vest as follows: (i) 22,615 RSUs vest on the third anniversary of August 31, 2022, (ii) 54,915 RSUs that vest in equal installments on the second and third anniversaries of August 31, 2023, (iii) 270,000 earned 2021 PSUs that vest in equal installments on the second and third anniversaries of July 12, 2023, and (iv) 90,909 RSUs that vest in three equal installments on the first, second and third anniversaries of August 31, 2024. (7)Reflects the unearned portion of performance-based restricted stock units that vest as follows: (i) 157,183 shares eligible to vest as to 50% upon achievement of the T4 FID Milestone and as to 25% per year on the first and second anniversaries of the T4 FID Milestone, (ii) 24,376 PSUs eligible to vest on August 31, 2025, subject to achievement of the related performance criteria., and (iii) 25,741 PSUs eligible to vest on August 31, 2026, 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, 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 2024 fiscal year performance.

  11. 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.

  12. Pay Versus Performance Disclosure

    | 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) | | 2024 | 4,729,311 | 17,040,792 | 1,768,075 | 4,976,599 | 270.53 | (61,751) | | 2023 | 11,587,552 | 13,730,641 | 3,871,347 | 4,129,042 | 167.37 | (182,745) | | 2022 | 11,112,239 | 14,942,672 | 3,590,843 | 4,104,788 | 173.33 | (84,353) |

  13. Pay Versus Performance Disclosure

    (1)The PEO for 2024, 2023 and 2022 is Matthew K. Schatzman. The non-PEO named executive officers for 2024, 2023 and 2022 are Brent E. Wahl and Vera de Gyarfas. (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.

  14. Pay Versus Performance Disclosure

    | 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 | | 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 | 0 | 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 |

  15. Pay Versus Performance Disclosure

    | 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 | | 2024 | 1,768,075 | (835,225) | 1,451,132 | 1,996,809 | 0 | 595,808 | 4,976,599 | | 2023 | 3,871,347 | (2,438,664) | 1,717,680 | -124,672 | 148,430 | 954,921 | 4,129,042 | | 2022 | 3,590,843 | (2,745,426) | 1,527,756 | 1,274,204 | 322935 | 134,476 | 4,104,788 |

  16. Pay Versus Performance Disclosure

    (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.

  17. 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.

  18. 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 2022 through 2024.

  19. Description of Relationship Between Named Executive Officer Compensation Actually Paid and Net Loss

    Description of Relationship Between Named Executive Officer Compensation Actually Paid and Net Loss The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our non-PEO named executive officers, and the Company’s net loss over the fiscal three-year period from 2022 through 2024.

  20. 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, 2024. 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”).

  21. DIRECTOR COMPENSATION

    | Name | Fees Earned or paid in Cash ($) | Stock Awards ($) | Total ($) | | Brian Belke | 30,000(1) | 224,998(2) | 254,998 | | Sir Frank Chapman | 115,000(3) | 124,995(4) | 239,995 | | Thibaud de Préval | — | — | — | | Avinash Kripalani | — | — | — | | Arnaud Lenail-Chouteau | — | — | — | | Giovanni Oddo | — | — | — | | Edward Andrew Scoggins, Jr. | 75,000 | 149,997(5) | 224,997 | | William Vrattos | — | — | — | | L. Spencer Wells | 120,000(6) | 124,995(4) | 244,995 | | Timothy Wyatt | — | — | — |

  22. DIRECTOR COMPENSATION

    (1)The amount noted consists of (i) $15,000 paid for his service as the Chairman of the Compensation Committee, and (ii) $15,000 paid for his service as Chairman of the F&R Committee, all of which were earned and paid pursuant to the Company’s director compensation policy described below. (2)The amount noted reflects the grant date fair value, based on the closing price of Common Stock on the date of grant of $5.09 per share, of 44,204 restricted shares of Common Stock granted on January 31, 2024, which vested in a single installment on January 31, 2025. This reflects the election to receive the cash retainer value in stock. (3)The amount noted consists of (i) $100,000 paid as annual retainer fees and (ii) $15,000 paid for his service as the Chairman of the NGS Committee, all of which were earned and paid pursuant to the Company’s director compensation policy described below. (4)The amount noted reflects the grant date fair value, based on the closing price of Common Stock on the date of grant of $5.09 per share, of 24,557 restricted shares of Common Stock granted on January 31, 2024, which vested in a single installment on January 31, 2025. (5)The amount noted reflects the grant date fair value, based on the closing price of Common Stock on the date of grant of $5.09 per share, of 29,469 restricted shares of Common Stock granted on January 31, 2024, which vested in a single installment on January 31, 2025. (6)The amount noted consists of (i) $100,000 paid as annual retainer fees, and (iii) $20,000 paid for his service as Chairman of the Audit Committee, all of which were earned and paid pursuant to the Company’s director compensation policy described below.