Natural Gas Services Group (NGS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 5, 2025, with four key proposals: election of four directors, advisory vote on executive compensation, amendment to the 2019 Equity Incentive Plan, and ratification of the independent auditor for 2025.

• Shareholders of record as of April 11, 2025, are entitled to vote, with 12,513,850 shares outstanding.

• Proxy materials are distributed electronically to reduce costs and environmental impact, with printed copies available upon request.

Voting matters and shareholder proposals

• Proposals include electing four directors, advisory say-on-pay vote, amending the equity plan to add 500,000 shares and extend its term by five years, and ratifying Ham, Langston & Brezina LLP as auditor.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted between February 5 and March 9, 2026.

Board of directors and corporate governance

• Board consists of seven directors, with staggered terms; four are up for election in 2025.

• Recent appointments include Jean K. Holley and J. Anthony Gallegos, Jr. as independent directors.

• Board committees: Audit, Compensation, Safety and Sustainability, and Nominating and Corporate Governance, all chaired by independent directors.

• Board diversity and independence are emphasized, with a focus on varied backgrounds and skills.

• Chairman and CEO roles are separated; Stephen C. Taylor is Chairman, Justin C. Jacobs is CEO, and Donald J. Tringali is Lead Independent Director.