Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2022, NextDecade Corporation (the "Company") received notice from
Ninteenth Investment Company LLC ("NIC") of its intent, pursuant to that certain
Purchaser Rights Agreement between the Company and NIC, dated as of October 28,
2019 (the "Purchaser Rights Agreement"), to replace Khalifa Abdullah Al Romaithi
in his role as member of the Board of Directors (the "Board") of the Company as
a result of Mr. Al Romaithi taking on a new position in the parent company of
NIC. Mr. Al Romaithi's resignation from the Board was effective as of May 17,
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 May 17, 2022, the Board appointed Giovanni Oddo as a Class B director of the
Board to fill the vacancy created by Mr. Al Romaithi's resignation. Mr. Oddo was
nominated by NIC to replace Mr. Al Romaithi as its designee on the Board. Mr.
Oddo will serve as a Class B director until the Company's 2022 annual meeting of
stockholders (the "Annual Meeting"). Mr. Oddo will be on the slate of directors
to be voted on by the stockholders of the Company at the Annual Meeting.
Mr. Oddo joined Mubadala Investment Company ("Mubadala"), the parent company of
NIC, 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).
As a director nominated to the Board pursuant to an agreement with the Company,
Mr. Oddo will be entitled to reimbursement of reasonable out-of-pocket expenses
incurred in connection with attending meetings of the Board. Mr. Oddo 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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