NATURAL GAS SERVICES GROUP INC appointed Stephen C. Taylor as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers


Extension of Stephen C. Taylor as Interim Chief Executive Officer and President


As previously reported, Stephen C. Taylor was appointed as the Interim President and Chief Executive Officer of Natural Gas Services Group, Inc. (the "Company") on November 11, 2022 and he agreed to serve in such capacity through June 30, 2023, while the Company engaged in a search for a permanent Chief Executive Officer. On June 30, 2023, the Company entered into an Interim CEO Agreement with Mr. Taylor (the "Agreement") pursuant to which he will continue to serve the Company as its Interim CEO and President while the Company continues its permanent CEO search.


Pursuant to the Agreement, the Company and Mr. Taylor have agreed to extend his service as Interim CEO and President from July 1, 2023 until the earlier of (i) December 31, 2023 or (ii) the date that a successor CEO commences service with the Company in such capacity (the "Extended Interim CEO Period"). In connection with the extension, (i) Mr. Taylor has been granted a restricted stock unit award for 10,101 shares of common stock with a value of $100,000 based on the closing price of the Company's common stock of $9.90 per share on June 30, 2023, which will vest one year from the date of grant, (ii) Mr. Taylor will be continue to be paid his current salary of $51,000 per month and (iii) if the Extended Interim CEO Period ends on or before (A) September 30, 2023, the Company will pay Mr. Taylor a bonus of $85,000 or (B) October 31, 2023 but after September 30, 2023, the Company will pay Mr. Taylor a bonus of $60,000. 


Upon the end of the Extended Interim CEO Period, Mr. Taylor will resign all of his executive officer positions but has agreed to remain as Chairman of the Board and provide transition services for a full six months (and any partial month) following the end of the Extended Interim CEO Period. Mr. Taylor's current board term expires at the 2026 Annual Meeting. During the transition period, Mr. Taylor will be paid $30,000 per month and continued participation in all applicable employee benefit plans. 


The Agreement does not in any way modify or terminate the Retirement Agreement dated May 17, 2022, between the Company and Mr. Taylor.


The description of the Agreement is qualified in its entirety by reference to the copy filed as Exhibit 10.1 to this Form 8-K, which is incorporated by reference.


Appointment of Donald J. Tringali as Lead Independent Director


On June 30, 2023, the Board of Directors appointed Donald J. Tringali as the lead independent director of the Board of Directors of the Company. David L. Bradshaw, who served as lead independent director prior to Mr. Tringali's appointment, continues as a director on the Board and as Chairman of the Audit Committee and member of the Compensation Committee and Safety and Sustainability Committee.