Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers and Directors.
On April 26, 2022, the Compensation Committee (the "Committee") of the Board of
Directors (the "Board") of Natural Gas Service Group, Inc. (the "Company")
conducted its annual review of the compensation of our executive officers. In
connection with that review, the Committee approved the base salary of Stephen
C. Taylor, the Company's President, Chairman and Chief Executive Officer, at
$612,000 for 2021, unchanged from the previous two years. In addition, pursuant
to the Committee's review, the Company conditionally granted Stephen C. Taylor a
restricted stock award totaling 60,839 shares of our common stock, based on the
Company's April 26, 2022 closing price of $11.87, equating to an award valued at
$722,160.
The Committee also approved the base salary of Micah C. Foster, the Company's
Chief Financial Officer, at $252,000, a 5% increase from the previous year. The
Committee also conditionally granted a restricted stock award totaling 16,537
shares of our common stock, based upon the Company's April 26, 2022 closing
price of $11.87, equating to an award valued at $196,300.
The Committee also approved the base salary of James R. Hazlett, the Company's
Vice President of Technical Services at $231,853, a 3% increase from the
previous year. The Committee also conditionally granted a restricted stock award
totaling 15,503 shares of our common stock, based upon the Company's April 26,
2022 closing price of $11.87, equating to an award valued at $184,025.
The foregoing restricted stock awards were conditionally granted under the
Company's 2019 Equity Incentive Plan (the "2019 Plan") and are subject to a
three-year vesting requirement pursuant to which the awards will vest in
one-third annual increments if the recipient continues to be employed by the
Company on each anniversary date of the grant date, beginning on the first
anniversary. However, the awards will be subject to acceleration at the
discretion of the Compensation Committee (such as, but not limited to, death or
disability of the recipient employee, or a change of control in the Company
followed by a good reason discharge event as set forth in the 2019 Plan).
The awards are conditioned upon the approval by our shareholders of an amendment
to the 2019 Plan we intend to propose at the 2022 annual meeting to increase the
number of shares reserved for issuance under the plan. However, should the
proposed amendment to the 2019 Plan not be approved, the awards will be payable
in cash (or stock if shares become legally available at a later date) in three
equal installments of the total value of each award upon meeting the time-based
vesting requirements described above.
Finally, the Committee reviewed the Company's 2021 financial performance in
connection with the annual metrics set by the Committee under the Company's
Annual Incentive Bonus Plan, and in connection therewith, determined that
Messrs. Taylor, Foster and Hazlett earned $397,800, $78,000 and $73,158,
respectively, for achieving certain metrics and goals set for 2021. Detailed
information regarding these awards will be provided in the Company's upcoming
proxy statement for its 2022 annual meeting of shareholders.
In addition, the Board approved the annual compensation for our independent
directors, including its annual grant of restricted stock awards, under our
Independent Director Compensation Policy. For 2022, the Compensation Committee
recommended, and the Board approved, a base fee for each independent director of
$55,000. In addition, the Board approved continuation of the annual equity award
value of $100,000 of restricted stock to be issued under the 2019 Plan. However,
due to the dilutive nature of the stock awards at current prices, as it did last
year, the Board bifurcated the award into (i) a restricted cash award of $50,000
and (ii) a r restricted stock award of 4,212 common shares representing
approximately $50,000 in value based on the April 26, 2022, closing share price
of $11.87 per share. Both of the restricted stock and cash awards are subject to
a vesting requirement under which the independent director must continue to
serve on the Board for one year from the date of grant (subject to acceleration
in certain events).
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NATURAL GAS SERVICES GROUP, INC. 
