Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 15, 2022, NextDecade Corporation (the "Company") received notice
from HGC NEXT INV LLC ("HGC") of its intent, pursuant to that certain Purchaser
Rights Agreement between the Company and HGC, dated as of August 3, 2018 (the
"Purchaser Rights Agreement"), to replace Taewon Jun in his role as member of
the Board of Directors (the "Board") of the Company as a result of Mr. Jun
taking on a new position in the parent company of HGC. Mr. Jun's resignation
from the Board was effective as of February 19, 2022, and his decision to resign
from the Board was not due to any disagreements with the Company on any matter
relating to the Company's operations, policies or practices.
On February 19, 2022, the Board appointed Seokwon Ha as a Class B director of
the Board to fill the vacancy created by Mr. Jun's resignation. Mr. Ha was
nominated by HGC to replace Mr. Jun as its designee on the Board. Mr. Ha will
serve as a Class B director until the Company's 2022 annual meeting of
stockholders (the "Annual Meeting"). Mr. Ha will be on the slate of directors to
be voted on by the stockholders of the Company at the Annual Meeting.
Mr. Ha is the President of Hanwha Impact Partners, a holding company managing
investment portfolio in U.S. covering a wide range of sectors such as clean
energy, data science, and life science and developing new business for
sustainable growth. From April 2017 until December 2021, Mr. Ha served as a
Senior Vice President leading New Business Development Team of Hanwha Impact in
Seoul, Republic of Korea with an expertise related to cross border M&A. Hanwha
Group is a business conglomerate with affiliates operating in various industries
including chemicals, energy, petrochemicals, solar, aerospace, and defense as
well as finance, asset management, and hotel and resorts. Prior to joining
Hanwha, Mr. Ha held roles in several investment banks and financial advisory
firms, including NH Investment & Securities and Ernst & Young.
Mr. Ha received a Bachelor of Business Administration from Seoul National
University and a Master of Business Administration from the Carnegie Mellon
University Tepper School of Business.
As a director nominated to the Board pursuant to an agreement with the Company,
Mr. Ha will be entitled to reimbursement of reasonable out-of-pocket expenses
incurred in connection with attending meetings of the Board. Mr. Ha has no
direct or indirect material interest in any transactions required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
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