NATURAL GAS SERVICES GROUP INC
For the period ended Dec 31, 2023. Filed Apr 29, 2024.
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Dec 31, 2023 · Filed Apr 29, 2024
Contents
Long-Term Equity Incentive Program
As discussed above, throughout 2023, our CEO and CFO positions were filled on an interim basis and those individuals did not participate in the NEO Long Term Incentive Equity Program.
In connection with his agreement to serve as Interim CEO beyond June 30, 2023, Mr. Taylor was granted a one-time RSU award valued at $100,000.
President and Chief Operating Officer Brian Tucker was hired October 9, 2023, at which time he was granted 6,361 RSUs, valued at $90,962.
Jim Hazlett, our Vice President of Technical Services and Chief Technical Officer, was the only NEO who participated in the LTIP. The terms of Mr. Hazlett's 2023 LTIP were:
Opportunity to receive RSU awards vesting ratable over the three years following the grant date;
Minimum relative TSR achievement must be satisfied for any awards to be granted; and
Target award (150% of base salary for 2023) is earned when relative TSR is at the 60 th percentile of the identified peer group.
The table below shows the Company's relative Total Shareholder Return performance as compared to its peer group
| Company | Ticker | Total Shareholder Return (1) | Relative Percentile Ranking | Relative TSR Rank | NGS Award Level - % of Target |
|---|---|---|---|---|---|
| Geospace Technologies Corporation | GEOS | 207% | 100% | 1 | 200% |
| Natural Gas Services Group, Inc. | NGS | 40% | 92% | 2 | 180% |
| CSI Compressco LP | CCLP | 27% | 85% | 3 | 160% |
| PrimeEnergy Resources Corporation | PNRG | 22% | 77% | 4 | 140% |
| Smart Sand, Inc. | SND | 8% | 69% | 5 | 120% |
| DMC Global Inc. | BOOM | -3% | 62% | 6 | 100% |
| Ranger Energy Services, Inc. | RNGR | -6% | 54% | 7 | 80% |
| Dawson Geophysical Company | DWSN | -7% | 46% | 8 | 60% |
| Solaris Oilfield Infrastructure, Inc. | SOI | -16% | 38% | 9 | 40% |
| Independence Contract Drilling, Inc. | ICD | -25% | 31% | 10 | 25% |
| NCS Multistage Holdings, Inc. | NCSM | -29% | 23% | 11 | 0% |
| KLX Energy Services Holdings, Inc. | KLXE | -35% | 15% | 12 | 0% |
| Mammoth Energy Services, Inc. | TUSK | -48% | 8% | 13 | 0% |
| Nine Energy Service, Inc. | NINE | -82% | 0% | 14 | 0% |
(1) Amounts shown in the TSR column represent the calculated shareholder return for the 2023 calendar year for the applicable peer company.
Based on the Company's share performance from January 1 - December 31, 2023, the Company's relative Total Shareholder Return performance was second out of the 13-member adjusted group, which met the minimum TSR achievement necessary for Mr. Hazlett to qualify for his award. This resulted in an award of restricted stock with a grant date fair value equal to 100% of Mr. Hazlett's target award level.
The table below shows the Long-Term Equity Incentive Award level achieved for 2023:
| Named Executive Officer | 2023 Target % of Salary | 2023 Target $ Value | 2023 Award Grant Date Fair Value | Underlying Number of Shares |
|---|---|---|---|---|
| Mr. Hazlett | 150% | $390,000 | $389,996 | 21,984 |
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.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.