DEF 14A of Natural Gas Services Group Inc, Apr 25, 2025

DEF 14A of Natural Gas Services Group Inc

Filed Apr 25, 2025 · FY20240001084991-25-000049

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS Our Board of Directors is divided into three classes, each class to be as nearly equal in number as possible. At each Annual Meeting of Shareholders, members of one of the classes, on a rotating basis, are elected for a three-year term. We currently have seven Directors serving on our Board. Our Board may fill vacancies if a qualified candidate is vetted. The following table sets forth, by class, the members of our Board of Directors as of the date of this Proxy Statement:

  2. PROPOSAL 1 - ELECTION OF DIRECTORS

    | Terms Expiring at the 2025 Annual Meeting | Terms Expiring at the 2026 Annual Meeting | Terms Expiring at the 2027 Annual Meeting | | Donald J. Tringali | Justin C. Jacobs | Nigel J. Jenvey | | Georganne Hodges | Stephen C. Taylor | Jean K. Holley* | | Jean K. Holley* | J. Anthony Gallegos, Jr. ** | | | J. Anthony Gallegos, Jr. ** | | |

  3. PROPOSAL 1 - ELECTION OF DIRECTORS

    *On November 1, 2024, our Board of Directors was expanded and Ms. Holley was appointed to the Board to fill the newly created vacancy. Although Ms. Holley was placed in the class of director whose term expires at the 2027 annual meeting in order to comply with Colorado law in connection with staggered Boards, our Bylaws require that directors who are appointed by the Board to fill a vacancy must be submitted for election at the next annual shareholders’ meeting. **On April 1, 2025, Mr. Gallegos was appointed to our Board of Directors to fill the seat vacated by David Bradshaw in connection with his retirement from the Board in December 2024. Although Mr. Gallegos was placed in the class of director whose term expires at the 2026 annual meeting in order to comply with Colorado law in connection with staggered Boards, our Bylaws require that directors who are appointed by the Board to fill a vacancy must be submitted for election at the next annual shareholders’ meeting. Shareholders will be electing four Directors at the Annual Meeting. The Board is recommending the re-election of Donald J. Tringali and Georganne Hodges to the Board of Directors to serve a three-year term expiring at the Annual Meeting of Shareholders in 2028. The Board is also recommending the election of Jean K. Holley to serve a two-year term expiring at the Annual Meeting of shareholders in 2027 and J. Anthony Gallegos to serve a one-year term expiring at the Annual Meeting of shareholders in 2026. The person named in our form of proxy will vote the shares represented by such proxy for the election of the nominees for Director named above unless other instructions are shown on the Proxy Card. If, at the time of the meeting, the nominee becomes unavailable for any reason, which is not expected, the persons entitled to vote the proxy will vote for such substitute nominee, if any, as they determine in their sole discretion, or we may reduce the size of the Board.

  4. Required Vote

    Required Vote The election of each Director nominee requires the affirmative vote of a majority of the votes cast at the Annual Meeting with respect to the nominee. The number of shares voted “for” each Director nominee must exceed the number of votes cast “against” that nominee for the nominee to be elected as a Director to serve until his or her term expires or until his or her successor has been duly elected and qualified. Abstentions and broker non-votes are not counted as votes cast in the election of directors and therefore will not have any effect on the outcome of the vote. Pursuant to the resignation policy adopted by our Board, any nominee for Director who is not elected shall promptly tender his or her resignation to our Board following certification of the shareholder vote. The Nominating and Corporate Governance Committee (“Nominating Committee”) will consider the resignation offer and recommend to our Board the action to be taken with respect to the offered resignation. In determining its recommendation, the Nominating Committee shall consider all factors it deems relevant. Our Board will act on the Nominating Committee’s recommendation within 90 days following certification of the shareholder vote and will publicly disclose its decision with respect to the Director’s resignation offer (and the reasons for rejecting the resignation offer if applicable). Any Director who tenders his or her resignation pursuant to the resignation policy shall not participate in the Nominating Committee’s recommendation or Board action regarding whether to accept the resignation offer. If the number of members of the Nominating Committee are required to tender their resignations pursuant to the resignation policy in the same election so that a quorum of the committee cannot be achieved, then the other independent Directors of our Board of Directors who are not required to tender a resignation pursuant to the resignation policy shall consider the resignation offers and make a recommendation to our Board. To the extent that one or more Directors’ resignations are accepted, our Board, in its discretion, may determine either to fill such vacancy or vacancies or to reduce the size of the Board within the authorized range.

  5. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR Biographical information and qualifications for the persons nominated as a Director is set forth below.

  6. Donald J. Tringali

    Donald J. Tringali Donald J. Tringali, age 67, was appointed as a Director of Natural Gas Services Group in May 2023. Mr. Tringali serves as the Chief Executive Officer of Augusta Advisory Group, a boutique financial and business consulting firm providing a full range of executive, operations and corporate advisory services to companies, a position he has held since founding the firm in 2001. Prior to founding Augusta Advisory Group, Mr. Tringali served as the Executive Vice President of Telemundo Group, Inc., a major media company serving the Hispanic population in the United States, from 1996 to 2001. Mr. Tringali has extensive experience serving on the boards of directors of public and private companies, including service as chairman, as well as on the audit, compensation, nominating and governance, and special committees of those companies. He currently serves on the boards of directors of Swiss Water Decaffeinated Coffee, Inc., a chemical-free decaffeination company traded on the Toronto Stock Exchange, and POSaBIT Systems Corporation, a point-of-sale and payments company focusing on the cannabis industry that is traded on the Canadian Stock Exchange. Mr. Tringali served as a director of Firefly Neuroscience, Inc (AIFF) formerly WaveDancer, Inc. (WAVD) from May 2021 to July 2023. Mr. Tringali served as a director, and later as the Chairman of the Board, of National Technical Systems, Inc., a Nasdaq-traded international testing and engineering firm, from 1999 through its sale to a private equity firm in 2013. He is the former Executive Chairman of the Board of Cartesian, Inc., a Nasdaq-traded international telecommunications consulting company that was sold to a private equity group in 2018. Mr. Tringali began his career as a corporate attorney in Los Angeles, where he represented public and private companies in general business matters and mergers and acquisitions transactions. Mr. Tringali holds a Bachelor of Arts in Economics from UCLA and a Juris Doctor from Harvard Law School. Mr. Tringali’s extensive board experience, including as a member or chairman of audit, compensation, and nominating and governance committees, combined with his experience as a public company executive, will enable him to contribute valuable insights into effective governance and oversight systems at the Company that will improve value for all shareholders. Mr. Tringali currently serves as Lead Independent Director. Mr. Tringali was originally appointed to the Board pursuant to a Cooperation Agreement entered into by and among the Company and entities affiliated with Mill Road Capital Management LLC.

  7. Georganne Hodges

    Georganne Hodges Georganne Hodges, age 59, was appointed as a Director of Natural Gas Services Group in October 2023. Ms. Hodges has more than 30 years of wholesale and retail energy experience, including national public accounting firm experience and extensive experience across the energy industry value chain. She was most recently Executive Vice President of Supply, Trading & Logistics at Motiva Enterprises, LLC, until January 2023. Prior to joining Motiva, she held the position of CFO with Spark Energy, where she successfully completed the company’s initial public offering as well as several acquisitions. She also held the position of CFO with Direct Energy, as well as other senior financial roles since beginning her career with Arthur Andersen in 1987. Since March 2023, she has served as a member of the board of directors and Audit Committee of PBF Energy (NYSE:PBF). Since 2022, she has served as a member of the board of directors of BWC Terminals LLC, where she serves on the Audit Committee and the Nominating and Corporate Governance Committee. Beginning in May 2021, she served as a member of the board of directors of TransAlta Renewables Inc. (formerly (TSX: RNW)) where she was the Chair of the Audit Committee until her resignation from the Board in early October 2023 in connection with an acquisition of that company. Ms. Hodges holds a B.B.A. in Accounting and Finance from the Hankamer School of Business at Baylor University. Ms. Hodges brings significant public company accounting and disclosure experience, along with public company Board and related committee experience to the Company. In addition, her significant experience as a CFO and other senior financial roles in the energy industry adds significant value to our Board and management.

  8. Jean K. Holley

    Jean K. Holley Ms. Holley, age 66, was appointed as a Director of Natural Gas Services Group in November 2024. Ms. Holley was the global senior vice president and Chief Information Officer for Brambles Limited, a global leader in supply chain and logistic solutions, from September 2011 until her retirement in July 2017. From April 2004 until August 2011, Ms. Holley served as the executive vice president and Chief Information Officer for Tellabs, Inc., a company that designs, develops, deploys and supports telecommunications networking products around the world. Prior to that role, Ms. Holley served as the vice president and Chief Information Officer for USG Corporation, a manufacturer of innovative, high-performance building systems, and as senior IT director for Waste Management, Inc., North America’s leading provider of integrated environmental solutions. Ms. Holley has served on the board of directors of Accord Financial Corp. (a Canadian-based company traded on the Toronto Stock Exchange), one of North America’s leading independent finance companies, since 2020, and Herc Holdings, Inc. (a spinoff company from Hertz), a premier, full-service equipment rental firm, since 2017. Ms. Holley previously served as a director of OneSpan, Inc. (formerly VASCO Data Security), a global provider of enterprise-wide security solutions. In connection with her Board experience with public and exchange listed companies, Ms. Holley currently serves and has served as Chair on Compensation and Nominating/Governance Committees, along with service on Audit and Finance committees. Ms. Holley is the recipient of the Presidential Humanitarian Leadership Award for her leadership of a presidential COVID data analytics and modeling task force and received the Georgia CIO ORBIE Lifetime Achievement Award in recognition of her leadership in developing strategic plans and executing digital transformations. Ms. Holley holds a Bachelor of Science from the Missouri University Science & Technology and a Master of Science from the Illinois Institute of Technology in Chicago. Ms. Holley brings significant public company Board and related committee experience to the Company. Ms. Holley’s experience as a former chief information officer and a senior leader of a global company brings significant expertise to our Board of Directors in connection with information technology and cybersecurity matters. Her knowledge and understanding of information technology, digital transformation, digital security and critical cybersecurity infrastructure, strategy and operations benefits our Board as we develop and execute our long-term growth strategies. J. Anthony Gallegos, Jr. Mr. Gallegos, age 55, was appointed as a Director of Natural Gas Services Group in April 2025. Mr. Gallegos has more than 30 years of experience in the offshore, international, and US land drilling business. He currently serves as President, Chief Executive Officer and Director of Independence Contract Drilling, Inc. (“ICD”), positions he has held since October 2018. ICD is a U.S. land contract driller which was publicly traded (NYSE: ICD) until Mr. Gallegos led the Company through a prepackaged Chapter 11 process (under the United States Bankruptcy Code), successfully emerging from bankruptcy in January 2025. Prior to his role with ICD, Mr. Gallegos held various executive positions with Sidewinder Drilling Company until Sidewinder’s merger with ICD in October 2018. Mr. Gallegos co-founded Sidewinder in 2011, originally serving as Senior Vice President, Chief Financial Officer & Corporate Secretary, a position he held until November 2014 when he was promoted to President & Chief Financial Officer with overall responsibility for the profitability and operating performance of the Company. He was promoted to President and Chief Executive Officer of Sidewinder in September 2017. From April 2006 through September 2010, Mr. Gallegos held the position of Vice President Business Development of Scorpion Offshore Ltd. Scorpion Offshore was a public company (OSE: SCORE) and an international offshore drilling contractor with operations across the globe which was acquired by Seadrill in 2010. Prior to joining Scorpion Offshore, he held operational, marketing, corporate planning and management positions with international offshore drilling companies including Transocean Offshore, Atwood Oceanics, and Ensco, all three NYSE listed, public companies. Mr. Gallegos started his career working as a roughneck on offshore drilling rigs in the U.S. Gulf of Mexico. Mr. Gallegos is a member of the Society of Petroleum Engineers and the International Association of Drilling Contractors. He is a veteran of the US Army and holds a B.B.A. from Texas A&M University and an M.B.A. from Rice University. Mr. Gallegos’ senior management experience in the oil and gas services industry provides the Board and our company with significant insight into our industry and business. Mr. Gallegos’ engineering and advanced business training qualifies him to provide leadership, technical expertise, operational and financial acumen to our Board.

  9. CONTINUING DIRECTORS WHOSE TERM EXPIRES AFTER THE 2025 ANNUAL MEETING

    CONTINUING DIRECTORS WHOSE TERM EXPIRES AFTER THE 2025 ANNUAL MEETING Biographical information and qualifications for existing Directors is set forth below.

  10. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS We use a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on our Board of Directors. In setting compensation for our Directors, we consider the substantial amount of time that Directors expend in fulfilling their duties to us and our shareholders, as well as the skill-sets required to fulfill these duties. The following table discloses the cash, equity awards and other compensation earned, paid or awarded, as the case may be, to each of our non-employee Directors during the fiscal year ended December 31, 2024:

  11. COMPENSATION OF DIRECTORS

    | Name | Fees Earned or Paid ($) (1) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation ($) | Total ($) | | David L. Bradshaw | 68,220 | 109,983 | — | — | — | — | 178,203 | | Georganne Hodges | 70,728 | 109,983 | — | — | — | — | 180,711 | | Jean K. Holley | 10,774 | 66,235 | — | — | — | — | 77,009 | | Justin C. Jacobs(2) | 2,500 | — | — | — | — | — | 2,500 | | Nigel J. Jenvey | 72,500 | 109,983 | — | — | — | — | 182,483 | | Stephen C. Taylor(3) | 31,495 | 82,032 | — | — | — | — | 113,527 | | Donald J. Tringali | 81,250 | 109,983 | — | — | — | — | 191,233 |

  12. COMPENSATION OF DIRECTORS

    (1) Includes quarterly cash fees and fees earned as Committee Chairpersons. (2) Reflects fees earned by Mr. Jacobs as an independent director before he was appointed CEO. (3) Reflects fees earned by Mr. Taylor after his resignation as a full-time employee of the Company.

  13. Compensation Best Practices

    | COMPENSATION BEST PRACTICES | | | What We Do: | What We Don’t Do: | | Independent Committee Members Only independent directors serve on the Compensation Committee, ensuring objective and independent decision-making. | No Repricing or Exchange We do not allow for the repricing or exchange of outstanding equity units or options without shareholder approval. | | Annual Advisory “Say on Pay” Votes The Company has historically held, and continues to hold, annual Say on Pay votes to ensure shareholders have the opportunity to express their approval, or concern, with executive compensation program designs. | No Tax Gross-Ups Executive officers are not eligible to receive tax “gross-ups” in connection with any severance or change-in-control payments or benefits. | | Annual Competitive Assessments The Committee conducts annual competitive assessments of executive compensation programs to ensure competitiveness against its peers and broader competitive market for talent. | No Pledging of Shares We do not permit pledging, hedging or similar monetization transactions in shares of Company common stock. | | Industry Relevant Compensation Peer Group The Company maintains, and updates, as appropriate, a compensation peer group from which the Compensation Committee can consider relevant benchmarks when making compensation decisions. | No Excessive Perquisites With the exception of certain expense reimbursements which stand in support of key business strategies and are fully disclosed in the Summary Compensation Table herein, we do not provide excessive perquisites. | | Alignment of Executive Compensation with Shareholders The Company aligns executive compensation outcomes with shareholder interests through the appropriate use of strategy-linked short-term performance goals and stock price-related long-term incentives. | No Unlimited/Subjective Incentives Both short-term and long-term incentive programs are capped with maximum payout levels. In addition, the Committee has determined that discretionary awards outside our established incentive plans will be restricted to new hires. | | Market Competitive Long-Term Incentive Practices The Company’s long-term incentive awards for permanent executives incorporate market prevalent best practices like the use of relative and absolute Total Shareholder Return as performance metrics, above median performance to achieve “target” awards, and 3 year vesting timelines. | Related Party Transactions While not explicitly prohibited, any related party transactions would require pre-approval under our Board and Company rules. | | Clawback Policy The Company maintains a compensation recoupment policy, or “clawback policy,” that applies to all NEOs and can result in the clawback of compensation, including performance- and time-based cash and/or equity awards. | No Guaranteed Salary Increases or Bonuses We do not provide for guaranteed salary increases or guaranteed, minimum bonus payouts for executives, unless part of a new hire package for the first year | | Share Ownership Guidelines The Company’s executive officers and Directors are subject to share ownership guidelines that ensure alignment of interests of both shareholders and Company leadership. | | | Engage an Independent Compensation Consultant The Compensation Committee retains an independent external compensation consultant that advises it on executive and board of director compensation matters. | |

  14. Components of our 2024 Executive Compensation

    Components of our 2024 Executive Compensation As illustrated in the chart below, the majority of annual total target compensation for permanent NEOs is performance-based, at-risk and long-term oriented. The long-term components provided through our Long-Term Incentive Program (“LTIP”), include time-vested restricted stock units (“RSUs”) and performance share units (“PSUs”) that vest based on our relative total shareholder return (“TSR”) compared to a peer group over a three-year term. The PSUs also have a time-based component in that they have a three-year cliff vest feature. The graphic illustrates the mix of total target compensation for 2024 for permanent NEOs. Due to the leadership transitions that occurred in 2024, including Mr. Eckert who began his employment at the very end of the year, only Mr. Jacobs, our CEO and Mr. Tucker, our COO, are shown in the chart below.

  15. Elements of Compensation

    | Pay Element | Purpose | Description | Link to Performance | | Base Salary | To attract and retain qualified key executive talent and to provide a competitive baseline for total compensation that recognizes the executive’s skills, experience and responsibilities in the position. | Fixed, non-variable cash compensation. Serves as basis for “target” value of incentive opportunities. | Base salary represents a relatively small portion of total target compensation for permanent NEOs, reflecting our goal to allocate market competitive amounts of compensation to performance-based elements. Individual base salary amounts reflect each executive officer’s responsibilities, performance, and work experience and also take into consideration competitive market data. | | Annual Cash Incentive | To focus executives on achieving critical short-term financial and operating targets and/or strategic initiatives. | Variable annual cash incentive with payout based on Company performance over the fiscal year. | Target award opportunities are set at a competitive level. Award payout is based on the achievement of the underlying performance criteria established at the beginning of the fiscal year. | | Long-Term Incentive | To align a significant portion of executive compensation to the Company’s long-term performance and shareholder experience, mainly through the use of relative TSR performance criteria. Multi-year vesting provisions also support our executive talent retention objectives. | For annual awards, grants of time-vesting RSUs and PSUs based on 3-year forward looking relative TSR. Payout under the PSUs can range from 0% to 200% based on final relative TSR ranking | PSUs provide recipients rewards contingent upon the successful achievement of TSR on relative terms, using common stock as a currency that is strongly aligned with stockholder interests. Time-vesting RSUs support the Company’s leadership retention objectives and reinforce an ownership mentality through enhanced equity stakes. |

  16. How Our Compensation Committee Determines Executive Compensation

    How Our Compensation Committee Determines Executive Compensation The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program and has overall responsibility for making final decisions about total compensation for all of the NEOs. As part of its annual process, the Committee works closely with senior management (as appropriate), the Chairman of the Board and its independent compensation consultant. This process ensures consistency from year to year and adherence to the responsibilities listed in the Committee’s Charter, which is available on our website. The Role of the CEO. The CEO makes recommendations to the Compensation Committee regarding the compensation of other NEOs. The CEO does not provide recommendations concerning his compensation, nor is he present when his compensation is discussed by the Committee. The Committee, with input from its independent compensation consultant, discusses and approves the elements of the CEO’s compensation annually. The Role of the Independent Compensation Consultant. The Compensation Committee has the authority to engage and retain an independent compensation consultant to provide independent counsel and advice. For 2024, the Committee continued its engagement with Zayla Partners, LLC (“Zayla”) as its independent compensation consultant. Zayla provided the following services during 2024: executive compensation benchmarking, support in the design of annual and long-term incentive plans, review and analysis of compensation programs from a risk perspective and support for the Committee’s shareholder outreach activities. Additionally, a representative of the independent consultant attends meetings of our Compensation Committee and communicates with our Compensation Committee Chair and members of management as needed; however, our Compensation Committee make all decisions regarding the compensation of our executive officers. The Compensation Committee reviewed its engagement with Zayla, based on the factors set forth in the corporate governance standards of the NYSE and the rules of the SEC, and determined that there were no conflicts of interest present. Peer Group. Our Compensation Committee reviews the composition of the peer group, based on input from its compensation consultant, and modifies it as circumstances, including industry consolidation and other competitive forces, warrant. Our overall objective is to develop a peer group that is appropriate taking into consideration both internal business judgement as well as input from outside observers. Key inputs that we consider include: (i) industry, (ii) revenue and EBITDA metrics, (iii) market capitalization, enterprise value and total assets, (iv) geography and (v) other general considerations. With respect to these inputs, we focus on (i) participants in the broad oil and gas industry focused on equipment, services, drilling and exploration and development, (ii) revenue and EBITDA within reasonable ranges of our most recent financial results, (iii) market capitalization, enterprises values and total assets within reasonable ranges of our most recent valuations, (iv) companies with headquarters in the United States and (v) companies considered as peers in proxy advisory firm research reports. For 2024, our peer group included the following companies, which also represents the peer group for relative TSR performance upon which the 2024 grant of PSUs will be measured.

  17. Annual Incentive Bonus Plan (“IBP”)

    Annual Incentive Bonus Plan (“IBP”) In 2006, the Committee adopted the IBP which provides guidelines for the calculation of annual non-equity incentive-based compensation in the form of cash bonuses to our executives, subject to Committee oversight and modification. The IBP (sometimes referred to as the “Short Term Incentive Plan” or “STIP”) is based on performance metrics that are established early in the fiscal year. The program is designed to focus the NEOs on achieving critical short-term financial and operating targets and/or strategic initiatives that support annual Company objectives and are linked to the maximization of shareholder value. The tables below details the target bonus opportunities, shown as a percentage of annual base salary, that were applicable to each NEO in fiscal year 2024 as well as the payouts for the various levels of achievement:

  18. Annual Incentive Bonus Plan (“IBP”)

    | Named Executive Officer | Target Bonus Potential as a % of Base Salary | | Justin C. Jacobs | 100.00% | | Brian Tucker | 75.00% |

  19. Annual Incentive Bonus Plan (“IBP”)

    | Named Executive Officer | Threshold Payout as a % of Target Bonus Potential | Target Payout as a % of Target Bonus Potential | Stretch Payout as a % of Target Bonus Potential | | Justin C. Jacobs | 75.00% | 100.00% | 125.00% | | Brian Tucker | 75.00% | 100.00% | 125.00% |

  20. Annual Incentive Bonus Plan (“IBP”)

    For 2024, 100% of an executive officer’s IBP award was based on achievement of Company financial and other objectives relating to: •Safety objectives (Total Recordable Incident Rate, or TRIR); •Preventable Vehicle Incidents (PVI); •Environmental; and •Adjusted EBITDA(1) Each year, the Committee sets the performance levels for each component of the Company objective portion of the IBP. The payment of awards under the IBP is based upon whether these performance levels are achieved for the year. Payout on each of the three financial objectives is as follows: •75% of the bonus amount will be paid if we achieve the “threshold” amount; •100% of the bonus amount will be paid if we achieve the “target” amount; and •125% of the bonus amount will be paid if we achieve the “stretch” amount. (1) References above and in the tables that follow to Adjusted EBITDA, a non-GAAP financial measure, are reconciled to the comparable GAAP financial measure in Item 7 of our Annual Report on Form 10-K for the Year Ended December 31, 2024 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.” 2024 Performance Goals and Results As noted above, the Compensation Committee approves performance metrics for the annual cash incentive opportunity early in the fiscal year. Shortly following the conclusion of the plan year, the Compensation Committee determines the degree of which the financial and operational goals have been met and approves cash awards based on the level of achievement. For 2024, following the Compensation Committee’s shareholder outreach and engagement program and a comprehensive review, the Compensation Committee approved certain performance metrics and hurdles. The Compensation Committee’s philosophy in setting performance levels and hurdles is to incentivize exceptional performance rather than reward expected performance. The Compensation Committee spends considerable time each year deliberating where to set performance and payout levels in light of all relevant circumstances available at the time these levels are set. The table below details these metrics, their corresponding weight of value in the IBP, and the final performance achievements as approved by the Compensation Committee:

  21. Annual Incentive Bonus Plan (“IBP”)

    | Metric | Weighting | Threshold | Target | Stretch | Actual | Payout Factor (% of target weighting) | | Adjusted EBITDA(1) | 85% | $62,700,000 | $66,000,000 | $69,300,000 | $69,526,000 | Stretch | | Safety (TRIR)(2) | 5% | 1.17 | 0.87 | 0.35 | 1.33 | None | | Preventable Vehicle Incidents (PVI)(3) | 5% | 0.88 | 0.69 | 0.50 | 0.47 | Stretch | | Environmental(4) | 5% | N/A | 1.00 | N/A | 1.00 | Target |

  22. Annual Incentive Bonus Plan (“IBP”)

    (1) Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) before interest, taxes, depreciation and amortization, as well as an increase in inventory allowance, impairments, retirement of rental equipment, non-recurring restructuring charges including severance and non-cash equity-classified stock-based compensation expenses. (2) Safety performance is measured based upon the Company’s TRIR, which the Company believes is a commonly-used metric to measure safety performance. TRIR is a standard OSHA safety metric that measures the number of work-related injuries and illnesses per 100 full-time workers over a 12-month period. (3) Preventable Vehicle Incidents (PVI) refer to motor vehicle accidents involving company-operated vehicles that are deemed preventable based on internal safety guidelines and industry best practices (e.g., National Safety Council criteria). (4) Deployment of KPA Flex and emissions analysis capabilities to our compressor applications to support digitization of maintenance and testing records. The following table sets forth the maximum bonus eligibility set by the Committee for 2024 for each of our named executive officers, and based upon the payout percentages noted in the table above, the bonus payout amount earned by each named executive for 2024 under our Annual Incentive Bonus Plan:

  23. Annual Incentive Bonus Plan (“IBP”)

    | Criteria | Actual 2024 Performance | Target Metric | Stretch Metric | Eligible Bonus Payment Percentage | Bonus Component | Payable Bonus | | Adjusted EBITDA | $69,526,000 | $66,000,000 | $69,300,000 | 125% | 85.00% | 106.25% | | Safety (TRIR) | 1.33 | 0.87 | 0.35 | —% | 5.00% | —% | | PVI | 0.47 | 0.69 | 0.50 | 125% | 5.00% | 6.25% | | Environmental | 1.00 | 1.00 | N/A | 100% | 5.00% | 5.00% | | Total | | | | | 100% | 117.50% |

  24. Annual Incentive Bonus Plan (“IBP”)

    In 2024, our executives received (i) a stretch payout on Adjusted EBITDA as management’s performance exceeded the Board approved metrics; (ii) no payout on Safety objectives as management’s performance was below the Board approved threshold metric; (iii) a stretch payout on PVI, as the Company’s performance exceeded its stretch achievement level of 0.50 and (iv) a target payout on the environmental metric. Additional information on operational and financial performance can be found in the Company’s Annual Report filed on Form 10-K and quarterly reports filed on Form 10-Q with the SEC. The following table summarizes the bonuses awarded under the IBP for 2024:

  25. Annual Incentive Bonus Plan (“IBP”)

    | Name | Title | Base Salary | | Target Bonus Eligibility | Bonus Base | | Bonus Payout % | Bonus Payouts | | | Justin C. Jacobs (1) | CEO | $ | 464,423 | 100% | $ | 464,423 | 117.50% | $ | 545,697 | | Brian Tucker | President and COO | $ | 400,000 | 75% | $ | 300,000 | 117.50% | $ | 352,500 |

  26. Annual Incentive Bonus Plan (“IBP”)

    (1) Mr Jacob’s base salary has been pro-rated for the number of days in the position during 2024. The Compensation Committee will continue to review the metrics used in the IBP on an annual basis with an emphasis on both input from our shareholders received through our outreach and engagement program, trends ascertained from a review of relevant competitive market practices, and continued focus on rewarding exceptional performance. The Committee believes this approach allows us to be responsive to the input of our shareholders, be competitive with practices among our peers in the compression and oilfield services industries, and continuously challenge our executives to achieve results that will reward shareholders.

  27. Long-Term Incentive Plan (“LTIP”)

    Long-Term Incentive Plan (“LTIP”) In redesigning our LTIP awards for 2024, we considered the common practice for NEO LTI awards to grant opportunities through a combination of time-vesting and performance-vesting full value award vehicles, thereby creating a balance between retention and pay-for-performance. TSR is the most prevalent metric, as peer companies generally rely on relative and absolute TSR measures to determine final vesting of awards. Threshold vesting is generally achieved at the 25th percentile, and maximum vesting is generally achieved somewhere between the 75th – 90th percentile range. Performance-vesting awards have two key benefits: (i) requires performance achievement to “earn” the compensation, and (ii) executives have an opportunity to vest a number of shares that is above or below “target” if performance warrants. We believe that the performance-vesting awards that we granted during 2024, as described below, are relatively conservative compared to these observations. For 2024, Mr. Jacobs was granted an RSU award valued at 100% of his base salary and a PSU award valued at 100% of base salary. Both awards were subject to proration as provided in his employment agreement because he started approximately six weeks into the calendar year. Mr. Tucker was granted an RSU award valued at 50% of his base Salary and a PSU award valued at 50% of his base salary. Mr. Eckert was also granted RSU and PSU awards valued at 50% of his base salary. The RSUs will vest in three equal annual installments beginning on the first anniversary of the effective date of the individual grants. However, Mr. Eckert’s PSU award will utilize a 2025 peer group for relative TSR measurement as his award was effectively granted at the end of 2024. The PSU awards will vest based on our TSR performance compared to a peer group of companies as established by the Compensation Committee. Potential payout for the PSU awards is based upon performance for a three-year period ending December 31, 2026 for Messrs. Jacobs and Tucker and December 31, 2027 for Mr. Eckert. The PSU award payout ranges from zero (if the Company ranks below the 31.25 percentile) and up to 200% of the NEOs award target (if the Company ranks first) based upon our relative TSR performance ranking (subject to certain caps based on absolute TSR as defined in the PSU agreements). The following table illustrates our relative TSR performance and the 2024 peer group for the one-year period December 31, 2024:

  28. Long-Term Incentive Plan (“LTIP”)

    | Company | Ticker | TSR | Relative TSR Performance | Relative TSR Rank | NGS Award Level - % of Target | | Solaris Oilfield Infrastructure Inc. | SEI | 278% | 100% | 1 | 200.00% | | Prime Energy Resources Corporation | PNRG | 106% | 93% | 2 | 183.33% | | Natural Gas Services Group, Inc. | NGS | 67% | 86% | 3 | 166.67% | | Ranger Energy Services, Inc. | RNGR | 54% | 79% | 4 | 150.00% | | Drilling Tools International Corporation | DTI | 2% | 71% | 5 | 133.33% | | TETRA Technologies, Inc. | TTI | (21)% | 64% | 6 | 116.67% | | Geospace Technologies Corporation | GEOS | (23)% | 57% | 7 | 100.00% | | Oil States International, Inc. | OIS | (25)% | 50% | 8 | 90.00% | | Forum Energy Technologies, Inc. | FET | (30)% | 43% | 9 | 80.00% | | Mammoth Energy Services, Inc. | TUSK | (33)% | 36% | 10 | 70.00% | | SEACOR Marine Holdings Inc. | SMHI | (48)% | 29% | 11 | 60.00% | | KLX Energy Services Holdings, Inc. | KLXE | (56)% | 21% | 12 | 50.00% | | Nine Energy Service, Inc. | NINE | (58)% | 14% | 13 | —% | | DMC Global Inc. | BOOM | (61)% | 7% | 14 | —% | | Independence Contract Drilling, Inc. | ICDI | (99)% | —% | 15 | —% | | CSI Compressco LP (1) | N/A | N/A | —% | 16 | —% | | Dril-Quip, Inc. (1) | N/A | N/A | —% | 17 | —% |

  29. Long-Term Incentive Plan (“LTIP”)

    (1) These companies were acquired during 2024 and were removed from the peer group. While we did not change the LTIP design for 2025 awards (see below), we are considering additional enhancements for 2026. Accordingly, the Compensation Committee will continue to review the award vehicles, performance metrics and hurdle rates used in the Long-Term Equity Incentive Program on an annual basis with an emphasis on both input from our shareholders received through our outreach and engagement program as well as trends ascertained from reviews of our peer group companies. The Committee believes this approach will allow us to be responsive to the input of our shareholders as well as competitive with practices among our peers and the compression and oilfield services industry.

  30. 2025 Executive Compensation Program

    | | | | Target STIP | LTIP Plan Eligibility | | | Name | Title | Base Salary | Bonus Eligibility | Time-Vested | Performance-Based | | Justin C. Jacobs | CEO | $600,000 | 100.0% | 112.5% | 112.5% | | Brian L. Tucker | COO and President | $400,000 | 75.0% | 50.0% | 50.0% | | Ian M. Eckert (1) | CFO | $415,000 | 75.0% | 50.0% | 50.0% |

  31. 2025 Executive Compensation Program

    (1) “TRIR” is “Total Recordable Incident Rate,” per industry standard of 200,000 hours. “PVI” is “Preventable Vehicle Incidents” per industry standard of 1,000,000 miles. Milestones will be set after release of 2024 GCA averages and will be determined as follows: Target is 90% of GCA 5-year average and Threshold and Stretch levels are -1 / +1 incident, respectively. The maximum payout for the safety metrics (TRIR and PVI) is at the Stretch Level. Bonus payout is achieved if the actual TRIR / PVI is at or below the established milestone. (2) By year end 2025, deliver to the Safety and Sustainability Committee a report that describes which of the recommended safety and sustainability reporting capabilities will be incorporated into the new ERP system and how these will be reported and monitored by management. Payout amounts at Threshold, Target, Stretch and Stretch+ levels for each of the above performance objectives are as follows: •Threshold: 75% of the bonus amount attributable to a performance objective will be paid if the company achieves at least Threshold amount; •Target: 100% of the bonus amount attributable to a performance objective will be paid if the company achieves at least the Target amount; and •Stretch: 125% of the bonus amount attributable to a performance objective will be paid if the company achieves at least the Stretch amount. •Stretch + (Adjusted EBITDA only): 135% of the bonus amount attributable to a performance objective will be paid if the company achieves at least the Stretch+ amount. With respect to Financial measurements (E.g., Adjusted EBITDA) STI award shall be prorated between levels. For Safety and Sustainability measurements, award is calculated on cliff basis.

  32. Compensation-Related Policies

    Compensation-Related Policies Stock Ownership Policy. We believe that it is in the best interest of the Company and its shareholders to align the financial interests of the Company’s executives and non-employee members of the Board with those of the Company’s shareholders. In accordance with our policy, the CEO is required to hold an aggregate market value of five times their annual base salary. NEOs other than the CEO are required to hold an aggregate market value of two and one-half times their annual base salary. Non-employee members of the Board are required to hold an aggregate market value at least four times their annual cash retainer. Holdings are measured at the average closing price of a share of the Company’s stock for the previous calendar year. Participants may satisfy their ownership guidelines with: (i) common stock owned directly, (ii) common stock owned indirectly, (iii) shares represented by amounts invested in a 401(k) plan or deferred compensation plan maintained by the Company and (i) time-vested restricted stock or restricted stock units. Insider Trading Policy. Our Board has adopted an Insider Trading Policy for employees and directors to promote compliance with federal and state securities laws and the NYSE. The policy prohibits certain persons who are aware of material non-public information about the Company from: (i) trading in securities of the Company; or (ii) providing material non-public information to other persons who may trade on the basis of that information. When material non-public information about us may exist and may have an influence on the marketplace, a trading blackout period is placed in effect by management. Furthermore, we have a standard blackout period policy, not subject to management discretion, that is timed on a quarterly basis for periods around each natural quarter-end until after earnings are released to the public. In addition, our Insider Trading Policy also applies to family members, other members of a person’s household, and entities controlled by a person covered by this Insider Trading Policy. Officers, directors, and designated employees, as well as the family members and controlled entities of such persons, may not engage in any transaction in Company securities without first obtaining pre-clearance of the transaction. Under the Insider Trading Policy, directors, executive officers and other employees are prohibited from entering into any hedging or monetization transactions relating to our securities or otherwise trading in any instrument relating to the future securities’ price. Our Insider Trading Policy also prevents directors and executive officers from pledging our securities as collateral for loans or holding our securities in a margin account. It is also the policy of the Company to comply with all applicable securities law when transacting in its own securities. Clawback Policy. Our Board of Directors has adopted a clawback policy, as required by Section 10D of the Exchange Act and the listing standards adopted by the NYSE. In the event of certain accounting restatements, this policy requires us to pursue recovery from current and former executive officers (as defined under the applicable rules) of any amount of incentive-based awards paid during the three years preceding the accounting restatement that exceeds the amount that would have otherwise been paid if calculated based on the restated financial reporting measure, calculated on a pre-tax basis. Timing of Equity Awards. Although we have not adopted a formal policy regarding the timing of equity award grants, including stock option grants, the Company-wide annual equity grants are made on a predetermined schedule. We generally grant long-term equity incentive awards to our executive officers and certain employees on a regular and predictable cycle, and we have historically granted such awards in early April. The exercise price of each of our stock option grants is the market closing price on the effective grant date. Our Compensation Committee does not grant such awards based on knowledge of material nonpublic information. Equity-based awards are occasionally granted at other times during the year, such as upon the hiring of a new employee, following the promotion of an employee or for key employee retention purposes.

  33. REPORT OF THE COMPENSATION COMMITTEE

    REPORT OF THE COMPENSATION COMMITTEE Fellow Shareholders: During 2024 the company continued executing our transformational strategy which yielded significant shareholder value. In February 2024 Justin Jacobs was appointed CEO. Mr. Jacobs worked closely with the board identifying internal strengths to leverage and areas that needed to be strengthened. Strong external customer relationships were also formed to ensure the company’s strategy and focus were aligned and well understood. This proved to be a key element to help improve the company’s overall 2024 performance. The Compensation Committee worked closely with management and its outside compensation consultants to review the peer group composition, benchmarked the compensation program, and approve performance objectives in our 2024 executive compensation programs that aligned executive compensation with driving shareholder value. Considerable effort focused on listening to our shareholder base. Don Tringali, our Lead Independent Director contacted our shareholders to listen to their feedback. A summary of this effort is included in the Governance section of the proxy. This proved to be an excellent exercise providing input for continued improvement in our compensation programs. The Compensation Committee has undergone a complete overhaul over the last two years, and feels the Company’s compensation plans now leverage best practices and aligning with shareholder interests. We encourage you to review the CD&A section of this Proxy Statement detailing the progress made during 2024. Finally, the Compensation Committee recommends your affirmation vote “FOR” Proposal 2 in this year’s Proxy Statement. The Compensation Committee 1 Natural Gas Services Group, Inc. Jean K. Holley, Chairperson Donald J. Tringali Georganne Hodges 1 Jean K. Holley was appointed to the Compensation Committee and named Chair on November 1, 2024.

  34. Summary Compensation Table

    Summary Compensation Table The table below sets forth the compensation earned by our NEOs for services rendered to us for the fiscal years ended December 31, 2024, 2023 and 2022.

  35. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(4) | Bonus ($)(5) | Stock Awards ($)(6) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(7) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (8) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Stephen C. Taylor, Interim President & Chief Executive Officer(1) | 2024 | 242,285 | — | — | — | — | — | 20,350 | 262,635 | | | 2023 | 612,000 | — | 200,000 | — | — | — | 2,773,243 | 3,585,243 | | | 2022 | 313,545 | — | 313,545 | — | 313,545 | — | 9,362 | 949,997 | | Justin C. Jacobs, Chief Executive Officer(2) | 2024 | 464,754 | 30,000 | 1,225,274 | — | 545,697 | — | 18,550 | 2,284,275 | | | 2023 | — | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | — | | Brian L. Tucker President and Chief Operating Officer | 2024 | 400,000 | — | 454,204 | — | 352,500 | — | 18,550 | 1,225,254 | | | 2023 | 92,055 | — | 90,962 | — | 68,219 | — | 2,417 | 253,653 | | | 2022 | — | — | — | — | — | — | — | — | | Ian M. Eckert, Chief Financial Officer(3) | 2024 | 2,274 | 250,000 | 487,219 | — | — | — | — | 739,493 | | | 2023 | — | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | — |

  36. Summary Compensation Table

    (1) Mr. Taylor retired from his position as President and CEO on May 17, 2022 and was later appointed Interim President and CEO by the Board on November 11, 2022 upon the resignation of his successor, John Chisholm. In 2022, Mr. Taylor received $229,710 in base salary for his services as our President and CEO and $83,835 for his Interim CEO services. In addition, in 2022, Mr. Taylor received $612,000 in cash and $612,000 in equity consideration pursuant to his negotiated Retirement Agreement. In 2023, Mr. Taylor received $612,000 of salary and $200,000 of equity awards for his services as interim CEO and $2,754,000 in additional cash compensation paid pursuant to his Retirement Agreement which was negotiated and entered into in May, 2022. In 2024, Mr. Taylor received $73,775 of salary for his services as interim CEO through February 12, 2024 and $168,510 in salary as a non-officer employee from February 13, 2024 through his resignation as an employee at the end of August 2024. (2) Mr. Jacobs was appointed CEO effective February 12, 2024. (3) Mr. Eckert was appointed CFO effective December 30, 2024. (4) The amounts in column (c) reflect base salaries earned on a fiscal year basis, and, when applicable, are prorated based on the number of days employed with the Company during the applicable year. This column also include amounts deferred under our Deferred Compensation Plan and our 401(k) Plan. The Company has not made any contributions to the Deferred Compensation Plan. (5) The amounts in column (d) reflect a (i) sign-on bonus paid to Mr. Jacobs upon his hire in February 2024, (ii) a sign-on bonus paid to Mr. Eckert upon his hire and (iii) a discretionary bonus of $200,000 to compensate Mr. Eckert for a foregone bonus as a result of resigning from his previous employer prior to the end of 2024. (6) The amounts in column (e) reflect the grant date fair value of restricted stock/unit and performance share unit awards granted under the Natural Gas Service Group, Inc. 2019 Equity Incentive Plan determined in accordance with FASB ASC Topic 718. (7) The amounts in column (g) represent cash payments under the 2024 Annual Incentive Bonus Plan based on performance for the year ended December 31, 2024 and were paid in the first quarter of 2025. (8) The amounts in column (i) include matching contributions made by the Company to each named executive officer under our 401(k) Plan and the aggregate incremental cost to the Company of perquisites provided to our NEOs as shown in the table below. With respect to Mr. Taylor, this column also includes payments under his Retirement Agreement.

  37. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The table below sets forth the short- and long-term incentive plan awards granted to our NEOs during the fiscal year ended December 31,2024. Mr Taylor did not participate and did not receive any awards in connection with the Annual Incentive Bonus and Long-term Incentive Plans during the fiscal year ended December 31, 2024.

  38. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Option (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Justin C. Jacobs | 1/29/2024 | — | — | — | 18,938 | 37,876 | 75,752 | — | — | — | 741,991 | | | 1/29/2024 | — | — | — | — | — | — | 31,382 | — | — | 483,283 | | | 3/4/2024 | 348,317 | 464,423 | 580,529 | — | — | — | — | — | — | — | | Brian L. Tucker | 3/4/2024 | — | — | — | 5,647 | 11,293 | 22,586 | — | — | — | 253,866 | | | 3/4/2024 | — | — | — | — | — | — | 11,293 | — | — | 200,338 | | | 3/4/2024 | 225,000 | 300,000 | 375,000 | — | — | — | — | — | — | — | | Ian M. Eckert | 12/30/2024 | — | — | — | 3,798 | 7,595 | 15,190 | — | — | — | 279,724 | | | 12/30/2024 | — | — | — | — | — | — | 7,595 | — | — | 207,495 |

  39. Grants of Plan-Based Awards

    (1) The amounts in these columns illustrate the range of potential payouts under the 2024 Annual Incentive Bonus Plan. The actual payouts were determined and paid in March 2025, and are included in column (g) in the Summary Compensation Table for 2024. (2) The amounts in these columns illustrate the range of potential payouts of performance share unit awards under the 2019 Equity Incentive Plan and cliff vest at the conclusion of a three-year performance period based on the Company’s total shareholder return ("TSR") performance relative to an identified peer group, subject to continued employment. Target requires a TSR ranking at the 62.5% level in order to receive 100% of the performance share units awarded. Threshold requires a TSR ranking at the 31.25% level in order to receive 50% of the performance share units awarded and Maximum requires the top TSR ranking in the peer group in order to receive 200% of the performance share units awarded. TSR rankings below the 31.25% percentile will result in a payout of 0% of the performance share units awarded. (3) The amounts in this column represent the grant of restricted stock units under the 2019 Equity Incentive Plan that vest one-third per year over a three-year term, subject to continued employment. (4) The amounts in this column reflect the grant date fair value of restricted stock/unit and performance share unit awards determined in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions utilized for the performance share units, see Note 16, “Stock-Based and Other Long-Term Incentive Compensation” to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024.

  40. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information about unvested restricted stock/units and performance share units outstanding as of December 31, 2024 and held by our NEOs.

  41. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Justin C. Jacobs | 1/29/2024 | — | — | — | — | — | 31,382 | 841,038 | — | — | | | 1/29/2024 | — | — | — | — | — | — | — | 37,876 | 1,015,077 | | Brian L, Tucker | 10/8/2023 | — | — | — | — | — | 4,241 | 113,659 | — | — | | | 3/4/2024 | — | — | — | — | — | 11,293 | 302,652 | — | — | | | 3/4/2024 | — | — | — | — | — | — | — | 11,293 | 302,652 | | Ian M. Eckert | 12/30/2024 | — | — | — | — | — | 7,595 | 203,546 | — | — | | | 12/30/2024 | — | — | — | — | — | — | — | 7,595 | 203,546 |

  42. Outstanding Equity Awards at Fiscal Year-End

    (1) Represents restricted stock units that vest one-third per year, subject to continued employment. Mr. Jacobs’ units will vest as follows: 10,461 in 2025, 10,461 in 2026 and 10,460 in 2027. Mr. Tucker’s units will vest as follows: 5,885 in 2025, 5,885 in 2026 and 3,764 in 2027. Mr. Eckert’s units will vest as follows: 2,532 in 2025, 2,532 in 2026 and 2,531 in 2027. (2) Based on the market closing price of our common stock on December 31, 2024 of $26.80 per share. (3) Represents unearned performance share units at the target level that cliff vest, subject to continued employment, on December 31, 2026 for Mr. Jacobs and Mr. Tucker and December 31, 2027 for Mr. Eckert.

  43. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table sets forth for each of the NEOs (i) exercise of stock options and the value realized on exercise of the stock options and (ii) the number of shares of common stock acquired upon and the value realized upon the vesting of stock awards during 2024.

  44. Option Exercises and Stock Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | Stephen C. Taylor (1) | — | — | 10,101 | 203,232 | | Justin C. Jacobs | — | — | — | — | | Brian Tucker (2) | — | — | 2,120 | 43,354 | | Ian M. Eckert | — | — | — | — |

  45. Option Exercises and Stock Vested in 2024

    (1) Represents the vesting of restricted stock units that were granted to Mr. Taylor in 2023 in connection with his appointment as Interim CEO at the fair market value of our common stock of $20.12 per share on the vesting date. (2) Represents the vesting of restricted stock units that were granted to Mr. Tucker in 2023 in connection with his appointment as COO and President at the fair market value of our common stock of $20.45 per share on the vesting date.

  46. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth the compensation and account activity in our nonqualified deferred compensation plan for the participating NEOs during 2024.

  47. Nonqualified Deferred Compensation

    | Name | Beginning Aggregate Balance ($) | Executive Contributions in Last Fiscal Year ($) (1) | Company Contributions in Last Fiscal Year ($) | Aggregate Earnings (Losses) in Last Fiscal Year ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Stephen C. Taylor | 5,105,633 | — | — | 1,696,241 | — | 6,801,874 |

  48. Nonqualified Deferred Compensation

    (1) All contributions were from salary, bonus and stock deferrals in 2024. The Company has made no contributions to the Deferred Compensation Plan.

  49. Pay Versus Performance

    Pay Versus Performance In the table below, we provide certain information about Pay Versus Performance for our Principal Executive Officers (“PEO”) and other named executive officers (“NEO”) reflecting executive compensation actually paid compared to Total Shareholder Return (“TSR”) for the fiscal years ended December 31, 2024, 2023, 2022 and 2021.

  50. Pay Versus Performance

    | Year | Summary Compensation Table (“SCT”) Total for PEOs ($)(1) | Compensation Actually Paid to PEOs ($)(2) | Average SCT Total for Non-PEO NEOs ($)(1) | Average Compensation Paid to Non-PEO NEOs ($)(2) | TSR ($)(3) | TSR Based on Fixed $100 Investment ($)(3) | | 2024 | 2,546,910 | 3,218,558 | 982,374 | 1,046,285 | 17.32 | 282.70 | | 2023 | 3,585,243 | 3,387,854 | 656,212 | 768,862 | 6.60 | 169.62 | | 2022 | 1,379,126 | 1,881,275 | 569,665 | 621,088 | 1.98 | 120.89 | | 2021 | 1,749,279 | 2,259,464 | 478,742 | 377,955 | 0.99 | 110.44 |

  51. Pay Versus Performance

    (1) The PEOs were Justin C. Jacobs (2024), Stephen C. Taylor (2021 and Interim CEO for 2022, 2023 and 2024) and John Chisholm (Interim CEO for 2022) The NEOs were Brian L. Tucker and Ian M. Eckert for 2024, Brian L. Tucker and James R. Hazlett for 2023 and Micah C. Foster and James R. Hazlett for 2022 and 2021. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by our NEOs. These amounts reflect the SCT Total with certain adjustments for stock-based compensation attributable to equity awards. The equity values are calculated in accordance with the FASB’s ASC Topic 718. (3) Total Shareholder Return (“TSR”) for the years ended December 31, 2024, 2023, 2022 and 2021 is as follows:

  52. Pay Versus Performance

    | TSR - (P1-P0) + D | 2024 | 2023 | 2022 | 2021 | | P1 - Ending NGS stock price - December 31, | $26.80 | $16.08 | $11.46 | $10.47 | | P0 = Initial stock price - January 1, 2021 | $9.48 | $9.48 | $9.48 | $9.48 | | D = Dividends | $— | $— | $— | $— | | TSR = | $17.32 | $6.60 | $1.98 | $0.99 | | TSR/P0 | 182.70% | 69.62% | 20.89% | 10.44% | | TSR based on $100 investment | $282.70 | $169.62 | $120.89 | $110.44 |

  53. Compensation Actually Paid to PEOs

    Compensation Actually Paid to PEOs

  54. Compensation Actually Paid to PEOs

    | Year | PEO | SCT Total for PEOs ($)(1) | Exclusion of Equity Awards for PEOs ($) | Inclusion of Equity Values for PEOs ($) | Compensation Actually Paid to PEOs ($) | | 2024 | Justin C. Jacobs | 2,284,275 | (1,225,274) | 1,856,114 | 2,915,115 | | 2024 | Stephen C. Taylor | 262,635 | — | 40,808 | 303,443 | | 2024 | Combined Total | 2,546,910 | (1,225,274) | 1,896,922 | 3,218,558 | | 2023 | Stephen C. Taylor | 3,585,243 | (200,000) | 2,611 | 3,387,854 | | 2022 | Stephen C. Taylor | 949,997 | (313,545) | 815,694 | 1,452,146 | | 2022 | John Chisholm | 429,129 | (59,635) | 59,635 | 429,129 | | 2022 | Combined Total | 1,379,126 | (373,180) | 875,329 | 1,881,275 | | 2021 | Stephen C. Taylor | 1,749,279 | (722,160) | 1,232,345 | 2,259,464 |

  55. Compensation Actually Paid to PEOs

    (1) As discussed elsewhere herein, $2,754,000 of compensation paid to Mr. Taylor relates to amounts paid in 2023 pursuant to his Retirement Agreement negotiated during 2022.

  56. Compensation Actually Paid to NEOs

    Compensation Actually Paid to NEOs

  57. Compensation Actually Paid to NEOs

    | Year | Average Summary SCT for NEOs ($) | Average Exclusion of Equity Awards for NEOs ($) | Average Inclusion of Equity Values for NEOs ($) | Average Compensation Actually Paid to NEOs ($) | | 2024 | 982,374 | (470,712) | 534,623 | 1,046,285 | | 2023 | 656,212 | (240,479) | 353,129 | 768,862 | | 2022 | 569,665 | (144,908) | 196,331 | 621,088 | | 2021 | 478,742 | (190,163) | 89,376 | 377,955 |