DEF 14A of Natural Gas Services Group Inc, Apr 28, 2026

DEF 14A of Natural Gas Services Group Inc

Filed Apr 28, 2026 · FY20250001084991-26-000032

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. Shareholders will be electing three Directors at the 2026 Annual Meeting (the “Annual Meeting”) . Our Board has nominated the following three persons as a class of Directors to serve a three-year term expiring at our annual meeting of shareholders in 2029 and until their successors are duly elected and qualified (1).

  2. PROPOSAL 1 - ELECTION OF DIRECTORS

    | J. Anthony Gallegos, Jr. | Justin C. Jacobs | John E. Jackson (2) |

  3. PROPOSAL 1 - ELECTION OF DIRECTORS

    (1) Special Note Regarding the Staggered Board Classes of Directors. As noted above, pursuant to our Colorado Articles of Incorporation, we maintain a "staggered" board comprised of three classes with directors in each class serving a three-year term. However, if the Redomestication proposal to change our state of incorporation from the State of Colorado to the State of Texas as provided for in Proposal 4 to this Proxy Statement is approved by our shareholders, the staggered board structure described above will be replaced with a single class of directors that will be elected on an annual basis. Accordingly, the three director nominees listed above and all of the continuing directors whose terms are scheduled to expire after 2026 will be subject to renomination and election in 2027 if Proposal 4 is adopted by our shareholders. (2) In January 2026, Stephen C. Taylor, a current director and Chairman Emeritus whose term expires as of the date of the 2026 Annual Meeting of Shareholders, notified the Company that he will retire from the Board and not seek re-election. In connection with Mr. Taylor's planned retirement, the Nominating and Corporate Governance Committee requested that all members of the Board consider potential candidates that they felt met the Board-established criteria for a new director and suggest potential candidates. Among the candidates recommended by the Directors, both non-management directors and the CEO, was John E. Jackson, who ultimately was chosen by the Board to be the nominee to fill the seat to be vacated by Mr. Taylor.

  4. Nominees for Director

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

  5. Nominees for Director

    | | J. Anthony Gallegos, Jr. | | | Age: 56 | | | Director Since: 2025 | | | Committees: Audit; Safety and Sustainability | | | Education: B.B.A., Texas A&M University and M.B.A, Rice University | | | Other Public Boards: None currently |

  6. Career and Professional Highlights

    Career and Professional Highlights •30 years of experience in the offshore, international, and US land drilling business. •President, Chief Executive Officer and Director of Independence Contract Drilling, Inc. (“ICD”), positions he has held since October 2018. •Held various executive positions with Sidewinder Drilling Company (“Sidewinder”) until Sidewinder’s merger with ICD in October 2018. He 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 and Chief Executive Officer in September 2017. •Vice President Business Development of Scorpion Offshore Ltd., acquired by Seadrill in 2010, was an international offshore drilling contractor from April 2006 through September 2010. •Held operational, marketing, corporate planning and management positions with international offshore drilling companies including Transocean Offshore, Atwood Oceanics, and Ensco. •Member of the Society of Petroleum Engineers and the International Association of Drilling Contractors. •Veteran of the US Army. Mr. Gallegos provides the Board with more than 30 years of leadership experience in the offshore, international, and land drilling industry, including his current role as Board Director, President, and CEO of Independence Contract Drilling, Inc. His seven years as CEO of a NYSE‑listed company, along with experience founding and leading land drilling organizations and many years supporting major offshore, international contractors, provide strong operational, financial, and strategic expertise to the Company. His advanced business education, professional affiliations, and military service further enhance his ability to offer informed oversight and industry insight to the Board.

  7. Career and Professional Highlights

    | | Justin C. Jacobs | | | Age: 51 | | | Director Since: 2023 | | | Committees: N/A (non-independent director) | | | Education: B.S. in Commerce from the University of Virginia | | | Other Public Boards: None currently |

  8. Career and Professional Highlights

    •Chief Executive Officer of the Company since 2024 and Director since 2023. •Managing Director and a member of the Management Committee at Mill Road Capital Management LLC, an investment firm with approximately $1.0 billion of assets under management focused on investments in small, publicly traded companies, from 2005 through 2024. •Held various operational positions including interim Chief Operating Officer, in numerous portfolio companies in addition to investment responsibilities for LiveWire Capital, an investment and management group backed primarily by The Blackstone Group and Thomas Lee Partners that focused on operationally intensive buyouts of middle market companies, from 1999 to 2004. •Investment professional in the private equity group at The Blackstone Group, from 1996 to 1999. •Previously served as a member of the Boards of Directors of several public companies, including Ecology and Environment, Inc., National Technical Systems, Inc., and Swiss Water Decaffeinated Coffee, Inc, as well as numerous private companies. Mr. Jacobs provides the Board with more than 25 years of experience as a public investor, private equity investor, operator, and member of boards of directors; he also has significant experience in turnaround situations. He has expertise in capital markets transactions, mergers and acquisitions, capital allocation and strategic reviews, as well as significant experience with executive compensation, shareholder communications and the development of both short-and long-term strategic growth plans. In addition, he has significant experience in both operational and oversight roles, particularly with small, publicly traded companies, as well as with corporate governance practices and shareholder value creation.

  9. Career and Professional Highlights

    | | John E. Jackson | | | Age: 67 | | | Director Since: N/A, Nominee for 2026 | | | Committees: N/A, Nominee for 2026 | | | Education: B.B.A, Baylor University | | | Other Public Boards: 1 |

  10. Career and Professional Highlights

    •Member of the board of directors and Audit and Compensation Committees of Main Street Capital Corporation since 2013. •Chief Executive Officer of Spartan Energy Partners/CSI Compressco from 2010 through 2024. •Chief Executive Office of Price Gregory Services from 2008 to 2009. •Chief Executive Office of Hanover Compression Company from 2004 through 2007 and Chief Financial Officer from 2002 through 2004. •Chief Financial Officer of Duke Energy Field Services from 2001 to 2002 and Controller from 1999 through 2002. •Held various accounting and finance positions of increasing responsibility for Union Pacific Resources from 1981 through 1999. •Served as an auditor for Ernst & Young from 1979 through 1981. Mr. Jackson brings significant executive leadership experience to the Company from the energy industry broadly and the compression services industry specifically. Mr Jackson has held executive officer positions with and served on boards of several publicly held companies with substantial concentration in the energy industry. The Board is recommending, as applicable, the election and re-election of J. Anthony Gallegos, Justin C. Jacobs and John E. Jackson to serve a three-year term expiring at the Annual Meeting of Shareholders in 2029. As noted above, if Proposal 4 is approved by our shareholders and the Company completes the reincorporation from Colorado to Texas by conversion, the term of each nominee will expire at next year’s Annual Meeting of Shareholders. The person named in our form of proxy will vote the shares represented by such proxy for the election of the nominees for the Directors named above unless other instructions are indicated 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.

  11. 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 of the Board (the “Nominating and Governance 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.

  12. Continuing Directors

    Continuing Directors Biographical information and qualifications for our continuing Directors is set forth below.

  13. Continuing Directors

    | | Georganne Hodges | | | Age: 60 | | | Director Since: 2023 | | | Committees: Chair - Audit; Compensation; Nominating and Corporate Governance | | | Education: B.B.A., Accounting and Finance, Baylor University | | | Other Public Boards: 2 |

  14. Career and Professional Highlights

    Career and Professional Highlights •Member of the board of directors and Audit Committee of PBF Energy since 2023. •Member of the board of directors of BWC Terminals LLC, where she serves on the Audit Committee and the Nominating and Corporate Governance Committee. •Member of the board of directors of TransAlta Renewables Inc. (formerly (TSX: RNW)) where she was the Chair of the Audit Committee until 2023. •Executive Vice President of Supply, Trading & Logistics at Motiva Enterprises, LLC, until January 2023. •Served as CFO with Spark Energy, where she successfully completed the company’s initial public offering as well as several acquisitions. •Served as CFO with Direct Energy. •Served as an auditor with Arthur Andersen beginning in 1987. Ms. Hodges brings 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 also provides 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.

  15. Career and Professional Highlights

    | | Jean K. Holley | | | Age: 67 | | | Director Since: 2024 | | | Committees: Chair - Compensation; Safety and Sustainability | | | Education: B.S., Missouri University Science & Technology and M.S., Illinois Institute of Technology in Chicago | | | Other Public Boards: 2 |

  16. Career and Professional Highlights

    •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. •Executive vice president and Chief Information Officer for Tellabs, Inc., a company that designs, develops, deploys and supports telecommunications networking products around the world from 2004 until 2011. •Vice president and Chief Information Officer for USG Corporation, a manufacturer of innovative, high-performance building systems. •Senior IT director for Waste Management, Inc., North America’s leading provider of integrated environmental solutions. •Member of 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. •Member of board of directors of Herc Holdings, Inc. (a spinoff company from Hertz), a premier, full-service equipment rental firm, since 2017. •Previously served as a director of OneSpan, Inc. (formerly VASCO Data Security), a global provider of enterprise-wide security solutions. •Recipient of the Presidential Humanitarian Leadership Award for her leadership of a presidential COVID data analytics and modeling task force. •Received the Georgia CIO ORBIE Lifetime Achievement Award in recognition of her leadership in developing strategic plans and executing digital transformations. 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.

  17. Career and Professional Highlights

    | | Donald J. Tringali | | | Age: 68 | | | Director Since: 2023 | | | Committees: Chair - Nominating and Corporate Governance; Compensation | | | Education: B.A., Economics, UCLA; J.D., Harvard Law School | | | Other Public Boards: 1 |

  18. Career and Professional Highlights

    •Chairman of the Board of the Company since June 2025. •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. •Executive Vice President of Telemundo Group, Inc., a major media company serving the Hispanic population in the United States, from 1996 to 2001. •Member of the board of directors of Swiss Water Decaffeinated Coffee, Inc. (SWP), a chemical-free decaffeination company traded on the Toronto Stock Exchange, since 2020. •Served as a member of the board of directors of POSaBIT Systems Corporation (PBIT), a point-of-sale and payments company focusing on the cannabis industry that is traded on the Canadian Stock Exchange from 2021 to 2025. •Served as a member of the board of directors of Firefly Neuroscience, Inc (AIFF) formerly WaveDancer, Inc. (WAVD) from May 2021 to July 2023. •Served as a member of the board of directors (from 1999), and later as the Chairman of the Board (from 2010), of National Technical Systems, Inc. (NTSC), a Nasdaq-traded international testing and engineering firm through its sale to a private equity firm in 2013. •Served as a member of the board of directors (from 2016) and as Executive Chairman of the Board (from 2017) of Cartesian, Inc. (CRTN), a Nasdaq-traded international telecommunications consulting company that was sold to a private equity group in 2018. Mr. Tringali’s extensive board experience, including as a member or chair of audit, compensation, and nominating and governance committees, combined with his experience as a public company executive, provides him with valuable insights into effective governance and oversight systems at the Company to support the Board’s efforts to enhance shareholder value. Mr. Tringali began his career as a corporate attorney in Los Angeles, where he represented public and private companies in connection with general business matters and mergers and acquisitions transactions.

  19. Career and Professional Highlights

    | | Nigel J. Jenvey | | | Age: 53 | | | Director Since: 2021 | | | Committees: Chair - Safety and Sustainability; Audit; Nominating and Corporate Governance | | | Education: Bachelor with Honors, Mining Engineering, University of Leeds and M.S. Petroleum Engineering, Imperial College in London | | | Other Public Boards: None currently |

  20. Career and Professional Highlights

    •Executive - Strategy & Growth Initiatives at Baker Hughes and represents its interest on the Texas Railroad Commission’s Hydrogen Production Policy Council and the Industry Governance Board for the Future Use in Energy in Louisiana consortium. •Global Head of Carbon Management at their consultancy Gaffney, Cline & Associates and served as a board member for its interests in a hydrogen production technology company called Ekona Power and the Long Duration Energy Storage Council from 2021 to 2023. •British Petroleum as the company’s Global Head of Carbon, Capture, Use and Storage (CCUS), and was chair of the CO2 Capture Project oil and gas industry consortium and chair of the North American CCS Association from 2014 to 2017. •Technical Director of Carbon & Climate at Maersk Oil. •Various managerial and project leadership roles at Royal Dutch Shell, including Shell’s global Enhanced Oil Recovery (EOR) Center of Expertise and European operating business. •Petroleum engineer at Texaco in 1995 supervising offshore oil and gas production operations in the North Sea. •Industry leader in Carbon Management and expert in CCUS having been involved in leading projects across the world since 2004. These have included providing study leadership to the National Petroleum Council, industry capability development in the Society of Petroleum Engineers, and providing advice to various major energy companies in the US and Canada. •Editor of the annual Decarbonization feature in the SPE Journal of Petroleum Technology and has been a peer reviewer to the International Energy Agency. Mr. Jenvey has also provided testimony to Congress on CO2 Capture technologies. Mr. Jenvey brings significant carbon management, sustainability, technology, investment strategy, and oil and gas operations and field development experience to our Board. His experience of working with companies, investors, governments, academia, and non-governmental organizations provides us a wealth of knowledge and insight regarding the challenges and solutions that exist for the oil and gas industry, and adds to our Board’s capabilities to successfully guide the Company through these matters that are impacting our business and industry.

  21. Director Compensation

    Director Compensation Our Compensation Committee, in consultation with our independent compensation consultant, is responsible for recommending director compensation for approval to the full Board. 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 non-employee 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. Director compensation is reviewed regularly, typically every two years, and if adjustments are made, they are generally made after the Annual Shareholder meeting in June. The compensation elements for our Directors include: (i) an annual cash retainer paid on a quarterly basis, (ii) cash fees for the chairperson of the committees paid on a quarterly basis, (iii) a cash fee for the chairman of the board paid on a quarterly basis and (iv) an annual award of restricted stock units with up to 50% to be settled in cash at the election of the Director. Directors who are our employees do not receive any compensation for their services as Directors. All Directors are reimbursed for their expenses incurred in connection with attending meetings. We provide liability insurance for our Directors and officers. The cost of this coverage for 2025 was $247,539. We do not offer non-employee Directors travel accident insurance, life insurance, or a pension or retirement plan. The table below sets out the elements and amounts of non-employee director compensation that was in place for all of calendar year 2025:

  22. Director Compensation

    | | Annual | | Compensation Element | Amounts | | Cash retainer | $60,000 | | Equity grant (approximate) | $110,000 | | Committee chairperson fee | $15,000 | | Chairman Emeritus fee | $35,000 | | Board Chairperson fee | $35,000 |

  23. Director Compensation

    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, 2025:

  24. Director Compensation

    | Name | Fees Earned or Paid ($) (1) | Stock Awards ($) (2) | All Other Compensation ($) (3) | Total ($) | | J. Anthony Gallegos, Jr. | 45,000 | 129,591 | — | 174,591 | | Georganne Hodges | 75,000 | 110,019 | — | 185,019 | | Jean K. Holley | 75,000 | 110,019 | — | 185,019 | | Nigel J. Jenvey | 75,000 | 110,019 | — | 185,019 | | Stephen C. Taylor (4) | 95,000 | 110,019 | 57,391 | 262,410 | | Donald J. Tringali (5) | 101,250 | 110,019 | — | 211,269 |

  25. Director Compensation

    (1) Includes cash retainers, paid on a quarterly basis and fees earned as Committee Chairpersons, Lead Independent Director or Chairman of the Board, as applicable. (2) Includes an annual award of RSUs granted under the 2019 Plan to all of the Directors listed in the table above in June 2025 as well as a pro-rata award granted to Mr. Gallegos when he was appointed to the Board in April. RSUs are valued at the grant date fair value determined in accordance with FASB ASC Topic 718. (3) All other compensation for Mr. Taylor includes reimbursements to which Mr. Taylor was entitled for certain expenses he incurred and other items as provided for in his retirement agreement with the Company when he transitioned from a full-time employee to a full-time Director. (4) Includes fees as the Chairman of the Board for the first half of 2025 and Chairman Emeritus for the second half of 2025 both of which were at annual rate of $35,000. (5) Includes fees as the Lead Independent Director for the first half of 2025 at an annual rate of $17,500 and fees as the Chairman of the Board for the second half of 2025 at an annual rate of $35,000.

  26. 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 We have historically held, and continue 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 Compensation 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 We maintain, and update, 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 We align 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 Compensation Committee has determined that discretionary awards outside our established incentive plans will be restricted to new hires. | | Market Competitive Long-Term Incentive Practices Our long-term incentive awards for 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 policies. | | Clawback Policy We maintain a compensation recoupment policy, or “clawback policy,” that applies to all NEOs and can result in the clawback of compensation, including performance-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 Our 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 compensation consultant that advises it on executive and board of director compensation matters. | |

  27. Components of our 2025 Executive Compensation

    Components of our 2025 Executive Compensation As illustrated in the chart below, the majority of annual total target compensation for our NEOs is performance-based, at-risk and/or long-term oriented. The short-term incentive component provided through our STIP gives executives opportunities to earn annual cash bonuses based on achievement of objective financial and non-financial criteria. The long-term components provided through our LTIP include time-vested restricted stock units (“RSUs”) as well as performance share units (“PSUs”) that vest based on the Company's relative total shareholder return (“RTSR”) compared to a benchmark peer group selected by the Compensation Committee (see below). RTSR is measured on a cliff-basis over a three-year term, with vesting on a three-year cliff basis. Target payout is achieved only if RTSR is at or above the 60th percentile, and the payout is capped at the target level in the event the absolute TSR is negative during the performance period. The graphic illustrates the mix of total target compensation for 2025 for our NEOs. •Includes the former COO (Mr. Tucker) and the CFO (Mr. Eckert). Mr. Eckert did not receive an LTIP award in 2025 as he received such an award at the end of 2024 upon his hiring.

  28. 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. | Individual base salary amounts reflect each executive officer’s responsibilities, performance, experience and market positioning. | | Annual Cash Incentive | To motivate and reward achievement of critical short-term financial targets, operating targets and strategic initiatives. | Variable annual cash incentive with payout based on our 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 our 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. | 50% of annual awards granted in time-vested RSUs, vesting over a three-year period based on continuous service. 50% of annual awards granted in relative TSR PSUs, with vesting contingent on the Company's stock performance relative to a peer group over a three-year performance period | PSUs provide recipients rewards contingent upon the successful achievement of relative TSR, using Common Stock as a currency that is strongly aligned with shareholder interests. Time-vesting RSUs support the Company’s leadership retention objectives and reinforce an ownership mentality through enhanced equity stakes. |

  29. 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 Compensation Committee’s Charter, which is available on our website. The Role of the CEO. Our CEO proposes changes to compensation for his direct reports which the Compensation Committee considers when making decisions. Our 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 all elements of executive officer compensation. 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 regarding executive an non-employee director compensation. For the first three quarters of 2025, the Compensation Committee continued its engagement with Zayla Partners as its independent executive compensation consultant. In October 2025, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent executive compensation consultant. 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 makes all decisions regarding the compensation of our executive officers. The Compensation Committee reviewed the consultants’ independence in accordance with 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. Zayla Partners and FW Cook were engaged by the Compensation Committee and performed no services directly for management. Peer Group. Our Compensation Committee reviews the composition of any peer groups, based on input from its compensation consultant, and modifies the peer groups as circumstances, including industry consolidation and other competitive forces, warrant. The Compensation Committee may determine to use the same peer group for both compensation and relative TSR purposes, or to use different peer groups. Our overall objective is to develop peer groups that are appropriate taking into consideration both internal business judgment of the Compensation Committee 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, enterprise values and total assets within reasonable ranges of our most recent valuations, and (iv) companies with headquarters in the United States. For the peer group used for measuring relative TSR, the Compensation Committee will also consider investor profiles and the relevant market for investment capital. For 2025, our peer group included the following companies, and was used for both compensation purposes and for measuring relative TSR performance upon which the 2025 grant of PSUs will be measured.

  30. Short-Term Incentive Plan

    Short-Term Incentive Plan The STIP provides guidelines for calculating annual non-equity incentive-based compensation in the form of cash bonuses to our NEOs, subject to Committee oversight and modification. The 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 our annual objectives and are linked to the maximization of shareholder value. The tables below detail the target bonus opportunities, shown as a percentage of annual base salary, that were applicable to each NEO in fiscal year 2025 as well as the payouts for the various levels of achievement:

  31. Short-Term Incentive Plan

    | Named Executive Officer | Target Bonus Potential as a % of Base Salary | | Justin C. Jacobs | 100% | | Brian L. Tucker and Ian M. Eckert | 75% |

  32. Short-Term Incentive Plan

    | 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 | Stretch + Payout as a % of Target Bonus Potential (1) | | All NEOs | 75% | 100% | 125% | 135% |

  33. Short-Term Incentive Plan

    For 2025, 100% of each executive officer’s STIP award was based on achievement of Company financial and other objectives relating to: •Adjusted EBITDA (1); •Safety objectives (Total Recordable Incident Rate, or TRIR); •Preventable Vehicle Incidents (PVI); and •Integration of the reporting of HSE metrics into the Company's ERP system. Each year, the Committee sets the performance levels for each component of the Company objective portion of the STIP. The payment of awards under the STIP is based upon whether these performance levels are achieved for the year. Payout on each of the four objectives is as follows (2): •0% of the bonus amount will be paid if we do not achieve the “threshold” amount; •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; •125% of the bonus amount will be paid if we achieve the “stretch” amount; and •135% of the bonus amount will be paid if we achieve the “stretch +” (1) amount. (1) The “Stretch+” payout is applicable only to the Adjusted EBITDA metric. 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, 2025 under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures.” (2) For those objectives that are not binary or otherwise cliff vest, amounts are prorated between achievement levels.

  34. 2025 Performance Goals and Results

    2025 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 2025, 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 STIP, and the actual performance achievements:

  35. 2025 Performance Goals and Results

    | Metric | Weight | Threshold | Target | Stretch | Stretch + | Actual | Payout Factor (5) | Weighted Payout | | Adjusted EBITDA(1) | 85% | $72,750,000 | $76,580,000 | $80,430,000 | $81,560,000 | $80,965,000 | 131% | 111.19% | | Safety (TRIR)(2) | 5% | 1.09 | 0.77 | 0.45 | N/A | 1.91 | —% | —% | | Preventable Vehicle Incidents (PVI)(3) | 5% | 0.99 | 0.79 | 0.59 | N/A | 0.39 | 125% | 6.25% | | HSE Integration(4) | 5% | N/A | 1.00 | N/A | N/A | 1.00 | 100% | 5.00% | | Total | 100% | | | | | | | 122.44% |

  36. 2025 Performance Goals and Results

    (1) Adjusted EBITDA is a non-GAAP financial measure that we define as net income 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) The Company advanced its safety and sustainability reporting framework in 2025 by identifying key performance indicators and associated datasets, laying the foundation for a consolidated reporting system implementation in 2026. (5) The payout factor for the Adjusted EBITDA metric was prorated between the Stretch (125%) and Stretch+ (135%) levels to 131%. Additional information on operational and financial performance can be found in the Company’s Annual Report filed on Form 10-K and quarterly reports on Form 10-Q filed with the SEC. The following table summarizes the cash bonuses awarded to each NEO under the STIP for 2025 based on the weighted payout determination above:

  37. 2025 Performance Goals and Results

    | Name | Title | Base Salary Subject to Bonus | | Target Bonus Eligibility | Bonus Base | | Bonus Payout % | Bonus Payouts | | | Justin C. Jacobs (1) | CEO | $ | 581,250 | 100% | $ | 581,250 | 122.44% | $ | 711,706 | | Brian L. Tucker (2) | Former President and COO | $ | 333,333 | 75% | $ | 250,000 | 100.00% | $ | 250,000 | | Ian M. Eckert | Chief Financial Officer | $ | 415,000 | 75% | $ | 311,250 | 122.44% | $ | 381,107 |

  38. 2025 Performance Goals and Results

    (1) Mr. Jacob’s base salary subject to bonus represents the base salary earned during 2025 including three months at an annual rate of $525,000 and nine months at an annual rate of $600,000. (2) Mr. Tucker received a payout of his target level bonus based on the percentage of his base salary that he earned through his separation date in accordance with his Transition and Mutual Separation Agreement. The Compensation Committee will continue to review the metrics used in the STIP 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.

  39. Long-Term Incentive Plan

    Long-Term Incentive Plan In designing our LTIP awards for 2025, we considered the common practice for NEO LTIP 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. 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. For 2025, Mr. Jacobs was granted an RSU award valued at 112.5% of his base salary and a PSU award valued at 112.5% of base salary. 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 did not receive an LTIP award for 2025 as he joined the Company at the end of 2024 and was awarded RSU and PSU awards each equivalent to 50% of his base salary at that time. Under the LTIP, RSUs will vest in three equal annual installments beginning on the first anniversary of the effective date of the individual grants. 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 over a three-year period using the following scale.

  40. Long-Term Incentive Plan

    | Payout Level | Relative TSR Performance (Percentile Rank vs. Peers) | Payout (% of Target) (1) | | Maximum | 100th percentile | 200% | | Target | 63rd percentile | 100% | | Threshold | 31st percentile | 50% | | Less than Threshold | Less than 31st percentile | —% |

  41. Long-Term Incentive Plan

    (1) Negative TSR Payout Cap at Target: If the Company’s TSR for the performance period is negative, then the PSUs earned will not exceed 100% (target), regardless of the Company's actual percentile ranking. The following table illustrates our peer group for the 2025 grant:

  42. Long-Term Incentive Plan

    | DMC Global, Inc. | Mammoth Energy Services, Inc. | Prime Energy Resources Corp. | | Drilling Tools International Corp. | NCS Multistage Holdings, Inc. | Ranger Energy Services, Inc. | | Energy Services of America Corp. | Nine Energy Service, Inc. | SEACOR Marine Holdings, Inc. | | Forum Energy Technologies, Inc. | NPK International, Inc. | Solaris Oilfield Infrastructure, Inc. | | KLX Energy Services Holdings, Inc. | Oil States International, Inc. | TETRA Technologies, Inc. |

  43. Long-Term Incentive Plan

    Mr. Eckert’s 2024 PSU award utilizes the same 2025 peer group and performance period for relative TSR measurement as those of Mr. Jacobs’ and Mr. Tucker’s 2025 PSU awards as his award was effectively granted at the end of 2024.

  44. 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 our executives and non-employee members of the Board with those of our 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 of 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 the 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 NEOs and certain employees on a regular and predictable cycle, and we have historically granted such awards in mid-March. The grant price of our restricted stock and RSU grants as well as 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.

  45. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned by each of our named executive officers for the fiscal years ended December 31, 2025:

  46. Summary Compensation Table

    | Name and Principal Position | | Salary (2) | Bonus (3) | Stock Awards (4) | Non-Equity Incentive Plan Compensation (5) | All Other Compensation (6) | Total | | | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Justin C. Jacobs, Chief Executive Officer | 2025 | 581,250 | — | 1,631,862 | 711,706 | 43,895 | 2,968,713 | | | 2024 | 464,754 | 30,000 | 1,225,274 | 545,697 | 18,550 | 2,284,275 | | Brian L. Tucker Former President and Chief Operating Officer (1) | 2025 | 333,333 | — | 452,863 | 250,000 | 42,135 | 1,078,331 | | | 2024 | 400,000 | — | 454,204 | 352,500 | 18,550 | 1,225,254 | | | 2023 | 92,055 | — | 90,962 | 68,219 | 2,417 | 253,653 | | Ian M. Eckert, Chief Financial Officer | 2025 | 415,000 | — | — | 381,107 | 32,225 | 828,332 | | | 2024 | 2,274 | 250,000 | 487,219 | — | — | 739,493 |

  47. Summary Compensation Table

    (1) Mr. Tucker voluntarily separated from the Company effective October 31, 2025. (2) Includes 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 includes amounts deferred under our 401(k) Plan. (3) Includes 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 in December 2024 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. (4) Represents the grant date fair value of RSU and PSU awards granted under the Natural Gas Services Group, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) determined in accordance with FASB ASC Topic 718, excluding the effects of forfeitures. Fair value of the PSUs was determined using Monte Carlo simulations. The assumptions used by the Company in calculating this amount for 2025 are included in Note 16 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. If the maximum level of achievement of the performance conditions associated with PSUs granted to Messrs. Jacobs and Tucker in 2025 is achieved, the value associated with the PSUs based on the closing price per share of our Common Stock on the date they were granted ($22.19), would be $1,350,040 and $400,041, respectively. (5) Represents cash payments under the 2025 Annual Incentive Bonus Plan based on performance for the year ended December 31, 2025 that were paid in the first quarter of 2026, with the exception of Mr. Tucker who was paid in November 2025 subsequent to his voluntary separation from the Company. (6) Includes 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.

  48. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth the short- and long-term incentive plan awards granted to our NEOs during the fiscal year ended December 31, 2025.

  49. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (3) | Grant Date Fair Value of Stock Awards (4) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Justin C. Jacobs | 3/13/2025 | 435,938 | 581,250 | 784,688 | — | — | — | — | — | | | 3/13/2025 | — | — | — | 15,210 | 30,420 | 60,840 | — | 853,281 | | | 3/13/2025 | — | — | — | — | — | — | 35,087 | 778,581 | | Brian L. Tucker | 3/13/2025 | 300,000 | 400,000 | 540,000 | — | — | — | — | — | | | 3/13/2025 | — | — | — | 4,507 | 9,014 | 18,028 | — | 252,843 | | | 3/13/2025 | — | — | — | — | — | — | 9,014 | 200,021 | | Ian M. Eckert | 3/13/2025 | 311,250 | 415,000 | 560,250 | — | — | — | — | — |

  50. Grants of Plan-Based Awards

    (1) The amounts in these columns illustrate the range of potential payouts under the 2025 Short-Term Incentive Plan. Actual payouts were determined and paid in March 2026, with the exception of Mr. Tucker who was paid shortly after his separation, and are included in the Summary Compensation Table. (2) The amounts in these columns illustrate the range of potential payouts of PSUs 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. If the Company's TSR for the performance period is negative, then the PSUs earned will not exceed 100% (target), regardless of the Company's actual percentile ranking (3) The amounts in this column represent the grant of RSUs 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 RSU and PSU awards determined in accordance with FASB ASC Topic 718 , excluding the effects of forfeitures. Fair value of the PSUs was determined using Monte Carlo simulations. The assumptions used by the Company in calculating this amount for 2025 are included in Note 16 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

  51. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth certain information about unvested RSUs and PSUs outstanding as of December 31, 2025.

  52. Outstanding Equity Awards

    | | | 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) | | Name | Grant Date | (#) | ($) | (#) | ($) | | Justin C. Jacobs | 3/13/2025 | 35,087 | 1,180,678 | — | — | | | 3/13/2025 | — | — | 30,420 | 1,023,633 | | | 1/29/2024 | 20,921 | 703,992 | — | — | | | 1/29/2024 | — | — | 37,876 | 1,274,527 | | Ian M. Eckert | 12/30/2024 | 5,063 | 170,370 | — | — | | | 12/30/2024 | — | — | 7,595 | 255,572 |

  53. Outstanding Equity Awards

    (1) Represents RSUs that vest one-third per year, subject to continued employment. Mr. Jacobs’ units will vest as follows: 10,460 on January 29, 2026, 11,695 on March 13, 2026, 10,460 on January 29, 2027, 11,695 on March 13, 2027, and 11, 695 on March 13, 2028. Mr. Eckert’s units will vest as follows: 2,532 on December 30, 2026 and 2,531 on December 30, 2027. (2) Based on the market closing price of our Common Stock on December 31, 2025 of $33.65 per share. (3) Represents unearned PSUs at the target level that cliff vest, subject to continued employment, on December 31, 2026 for Mr. Jacobs’ grant from January 29, 2024 and on December 31, 2027 for Mr. Jacobs’ and Mr. Eckert’s grants from March 13, 2025 and December 30, 2024, respectively.

  54. Stock Vested in 2025

    Stock Vested in 2025 The following table sets forth for each of the NEOs the number of shares of Common Stock acquired upon and the value realized upon the vesting of RSUs and PSUs during 2025.

  55. Stock Vested in 2025

    | | Number of Shares Acquired Upon Vesting | Value Realized Upon Vesting | | Name | (#) | ($) | | Justin C. Jacobs (1) | 10,461 | 281,401 | | Brian L. Tucker (2) | 18,568 | 496,631 | | Ian M. Eckert (3) | 2,532 | 86,063 |

  56. Stock Vested in 2025

    (1) Represents the vesting of RSUs that were granted to Mr. Jacobs in 2024 in connection with his appointment as CEO at the fair market value of our Common Stock of $26.90 per share on the vesting date. (2) Represents the vesting of the following awards that were granted to Mr. Tucker: (i) 2,121 RSUs from 2023 in connection with his appointment as COO at the fair market value of our Common Stock of $27.07 per share on the vesting date, (ii) 3,764 RSUs from 2024 at the fair market value of our Common Stock of $22.88 per share on the vesting date, (iii) 128 RSUs representing a pro rata portion of RSUs granted in 2023 at the fair market value of our Common Stock of $27.84 per share on the separation date, (iv ) 2,486 RSUs representing a pro rata portion of RSUs granted in 2024 at the fair market value of our Common Stock of $27.84 per share on the separation date, (v) 1,909 RSUs representing a pro rata portion of RSUs granted in 2025 at the fair market value of our Common Stock of $27.84 per share on the separation date, (vi) 6,250 PSUs representing a pro rata portion of PSUs at the target level granted in 2024 at the fair market value of our Common Stock of $27.84 per share on the separation date and (vii) 1,910 PSUs representing a pro rata portion of PSUs at the target level granted in 2025 at the fair market value of our Common Stock of $27.84 per share on the separation date. Those shares noted above that vested on a pro rata basis were in accordance with the terms or Mr. Tucker’s Transition and Mutual Separation Agreement. (3) Represents the vesting of RSUs that were granted to Mr. Eckert in 2024 in connection with his appointment as CFO at the fair market value of our Common Stock of $33.99 per share on the vesting date.

  57. 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, 2025, 2024, 2023, 2022 and 2021.

  58. 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 Based on Fixed $100 Investment ($)(3) | | 2025 | 2,968,713 | 3,944,967 | 953,332 | 776,875 | 357.17 | | 2024 | 2,546,910 | 3,218,558 | 982,374 | 1,046,285 | 282.70 | | 2023 | 3,585,243 | 3,387,854 | 656,212 | 768,862 | 169.62 | | 2022 | 1,379,126 | 1,881,275 | 569,665 | 621,088 | 120.89 | | 2021 | 1,749,279 | 2,259,464 | 478,742 | 377,955 | 110.44 |

  59. Pay Versus Performance

    (1) The PEOs were Justin C. Jacobs (2024 and 2025), 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 and 2025, 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 FASB ASC Topic 718. (3) Total Shareholder Return (“TSR”) for the years ended December 31, 2025, 2024, 2023, 2022 and 2021 is based on an initial price of $9.48 per share of our Common Stock.

  60. Compensation Actually Paid to PEOs

    Compensation Actually Paid to PEOs

  61. Compensation Actually Paid to PEOs

    | Year | PEO | SCT Total for PEOs ($)(1) | Exclusion of Equity Awards for PEOs ($) | Inclusion of Equity Values for PEOs ($) | Compensation Actually Paid to PEOs ($) | | 2025 | Justin C. Jacobs | 2,968,713 | (1,631,862) | 2,608,116 | 3,944,967 | | 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 |

  62. Compensation Actually Paid to PEOs

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

  63. Compensation Actually Paid to NEOs

    Compensation Actually Paid to NEOs

  64. 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 ($) | Average Compensation Actually Paid to NEOs ($) | | 2025 | 953,332 | (226,432) | 49,975 | 776,875 | | 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 |

  65. A Redomestication in Texas May Enhance the Company’s Ability to Attract Qualified Directors and Officers

    A Redomestication in Texas May Enhance the Company’s Ability to Attract Qualified Directors and Officers The Board also considered that the increasing frequency and cost of claims directed towards directors and officers of corporations has expanded the risk facing directors and officers of public companies in exercising their duties. Although both Colorado and Texas law afford some protections to directors and officers in the form of exculpation from potential liability for money damages for certain acts in their capacities as directors and officers, Texas law affords potentially greater protections. For example, the CRS only permits a corporation to exculpate directors not officers of the corporation. By contrast, Texas law permits a broader exclusion of individual liability of officers, allowing officers to be exculpated to the same extent as directors. The Board believes that Texas Redomestication may help the Company attract and retain qualified management and directors by reducing the risk of opportunistic and frivolous lawsuits.