SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101) SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
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Preliminary proxy statement
Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Pursuant to Section 240.14a-12
NATURAL GAS SERVICES GROUP, INC.
(Name of Registrant as Specified in its Charter)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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NATURAL GAS SERVICES GROUP, INC,
404 Veterans Airpark Lane, Suite 300
Midland, Texas 79705
Important Notice Regarding the Availability of Online Voting for the Shareholder Meeting to be Held on Thursday, June 5, 2025
The Proxy Statement and annual report to shareholders are available at https://www.ngsgi.com and https://www.proxyvote.com
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on Thursday, June 5, 2025
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Natural Gas Services Group, Inc., a Colorado corporation (the “Company”), will be held on Thursday, June 5, 2024 at 8:30 a.m., Central Time. The matters to be considered and voted upon at the Annual Meeting are as follows:
To elect four Directors to the Company’s Board of Directors;
To consider an advisory vote on executive compensation of our named executive officers;
To approve an amendment to the 2019 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under the plan by 500,000 shares and extend the term of the plan by an additional five years;
To ratify the appointment of Ham, Langston & Brezina LLP as the Company’s independent registered public accounting firm for 2025; and
To transact such other business as may properly be presented at the meeting, or at any adjournment(s) of the meeting.
Location
At Granite Place 1, 550 Reserve Street #320, Southlake, Texas 76092.
Record Date
Shareholders of record as of April 11, 2025 (the “Record Date”) will be entitled to attend and vote at the 2025 annual meeting of shareholders (the “Annual Meeting”). On that day, 12,513,850 shares of our common stock were outstanding and entitled to vote. A complete list of our shareholders entitled to vote at the meeting will be available for examination at our offices during ordinary business hours for a period of ten (10) days prior to the Annual Meeting.
Delivery Date
On or about April 25, 2025, our proxy materials are first being mailed or made available to shareholders.
How to Vote
INTERNET
Visit https://www.proxyvote.com. You will need the multi-digit number included in your proxy card, voting instruction form or notice regarding the availability of proxy materials (“notice card”).
PHONE
Call 1-800-690-6903 or the number on your proxy card, voter instruction form or notice card. You will need the multi-digit number included in your proxy card, voting instruction form or notice card.
If you received a paper copy of the proxy materials by mail, you may send your completed and signed proxy card or voting instruction form to the address on your proxy card or voting instruction form.
IN-PERSON AT THE ANNUAL MEETING
If you plan to attend the meeting in-person and you are a shareholder of record, you will need to bring a picture ID and proof of ownership of your shares as of the Record Date. If your shares are held in the name of your broker, bank or other nominee and you want to vote in-person, then you will need to obtain a legal proxy from the institution that holds your common shares indicating that you were the beneficial owner as of the Record Date.
You may request a copy of the materials relating to our Annual Meeting, including the Proxy Statement and form of proxy for our Annual Meeting and our Annual Report by following the instructions on your notice card, or by contacting our Investor Relations team by telephone at (432) 262-2700 or by e-mail at ir@ngsgi.com.
We cordially invite you to attend the meeting. To ensure your representation at the meeting, please vote promptly even if you plan to attend the meeting in-person. Voting now will not prevent you from voting in-person at the meeting if you are a shareholder of record or if you hold a legal proxy from an institution that holds your shares and wish to do so.
BY ORDER OF THE BOARD OF DIRECTORS
April 25, 2025 /s/ Justin C. Jacobs
Justin C. Jacobs
Chief Executive Officer and Director
NATURAL GAS SERVICES GROUP, INC.
404 Veterans Airpark Lane, Suite 300
Midland, Texas 79705
PROXY STATEMENT FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, JUNE 5, 2025
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation of proxies from the shareholders of the Company to be voted at our Annual Meeting of Shareholders (the “Annual Meeting”) to be held at Granite Place 1, 550 Reserve Street #320, Southlake, Texas, 76092 on Thursday, June 5, 2025, at 8:30 a.m. Central Time and any adjournment thereof. YOUR PROXY IS SOLICITED BY THE COMPANY’S BOARD OF DIRECTORS. If not otherwise specified, all proxies received pursuant to this solicitation will be voted “FOR” the Director nominees and “FOR” the proposals as specified in this Proxy Statement and, at the discretion of the proxy holder, upon such other matters as may properly come before the Annual Meeting or any adjournment thereof. This Proxy Statement (including the Notice of Annual Meeting of Shareholders) and Annual Report on Form 10-K for the year ended December 31, 2024 is first being made available to shareholders beginning on or before April 25, 2025. This Proxy Statement, including the Notice of Annual Meeting, Proxy Card, and Annual Report on Form 10-K for the year ended December 31, 2024, are collectively referred to herein as the “Meeting Materials.”
Notice and Access Model
We are making the Meeting Materials available to shareholders on the Internet under the Securities and Exchange Commission’s (“SEC”) Notice and Access model. On or before April 25, 2025, we will mail to all our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) in lieu of mailing a full printed set of the Meeting Materials. Accordingly, our Meeting Materials are first being made available to our shareholders on the Internet at https://www.ngsgi.com and https://www.proxyvote.com on or before April 25, 2025. The Notice includes instructions for accessing the Meeting Materials and voting by mail, telephone or on the Internet at the foregoing address. You will also find instructions for requesting a full printed set of the Meeting Materials in the Notice.
We believe that the electronic method of delivery under the Notice and Access model will decrease postage and printing expenses, expedite delivery of Meeting Materials to you, and reduce our environmental impact. We encourage you to take advantage of the availability of Meeting Materials on the Internet. If you received the Notice but would like to receive a full printed set of the Meeting Materials in the mail, you may follow the instructions in the Notice for requesting such materials.
Solicitation/Cost of the Meeting
Proxies are being solicited by the Company’s Board of Directors (the “Board”). The costs of the solicitation will be borne by the Company. Proxies may be solicited personally or by mail, telephone, facsimile or email by Directors, officers and employees of the Company, none of whom will receive any additional compensation for such solicitations. The Company will reimburse banks, brokers, nominees, custodians and fiduciaries for their reasonable out-of-pocket expenses incurred in sending the Meeting Materials to beneficial owners of our shares.
Principal Executive Offices
Our principal executive offices are located at 404 Veterans Airpark Lane, Suite 300, Midland, Texas, 79705.
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TABLE OF CONTENTS
Questions and Answers About the Proxy Materials and the Meeting 1
Proposal 1 – Election of Directors 5
Nominees for Director 6
Continuing Directors Whose Terms Expire After 2025 8
Governance
Investor Outreach 10
The Board of Directors and its Committees 11
Corporate Responsibility 17
Compensation of Directors 19
Executive Officers 20
Stock Ownership
Ownership of Management 21
Ownership of Certain Beneficial Owners 22
Delinquent Section 16(a) Reports 23
Proposal 2 – Consideration of an Advisory Vote on Executive Compensation of our Named Executive Officers 24
Compensation Discussion and Analysis
Executive Summary 25
Discussion of our 2024 Executive Compensation Program 29
Other Compensation Policies 35
Report of the Compensation Committee 37
Compensation Tables 38
Proposal 3 – To approve an amendment to the 2019 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under the plan by 500,000 shares
and extend the term of the plan by five years 45
Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm 52
Report of the Audit Committee 54
Shareholder Proposals 55
Householding of Proxy Materials 56
Communications with the Board of Directors 57
Other Matters 58
Appendix A – Amendment No. 2 to the Natural Gas Services Group, Inc. 2019 Equity Incentive Plan 59
Proxy Card
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