Justin C. Jacobs
About Justin C. Jacobs
Justin C. Jacobs, age 50, is CEO of Natural Gas Services Group (NGS) since February 12, 2024 and has served on the Board since May 2023; he previously was Managing Director at Mill Road Capital (2005–2024) and held investment/operational roles at LiveWire Capital and The Blackstone Group, with a B.S. from UVA’s McIntire School of Commerce . Under Jacobs’ tenure in 2024, NGS increased rental revenues 36% to $144M, adjusted EBITDA 52% to $70M, rental gross margin to 61% (+650 bps), and delivered a 67% stock price increase to $26.80 (TSR of ~183% since start of 2021) . He also oversaw redesign of incentive plans prioritizing adjusted EBITDA, safety/environmental metrics, and 3-year PSU awards with relative TSR hurdles and 62.5th percentile “target” threshold .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mill Road Capital Management LLC | Managing Director; Management Committee member | 2005–2024 | Small-cap public investments; capital allocation and turnarounds |
| LiveWire Capital (Blackstone/Thomas Lee-backed) | Investment and operational roles incl. interim COO in portfolio companies | 1999–2004 | Operationally intensive buyouts; performance improvement in middle-market companies |
| The Blackstone Group (Private Equity) | Investment professional | 1996–1999 | Transaction execution and portfolio company oversight |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Swiss Water Decaffeinated Coffee, Inc. | Director (current) | — | Public/TSX-listed; prior board experience adds governance expertise |
| Ecology and Environment, Inc.; National Technical Systems, Inc.; School Specialty, Inc. | Director (prior) | — | Multiple public company boards; relevant to compensation and governance practices |
| Various private companies (e.g., Lignetics, Mother’s Market, PRT Growing Services, Rubio’s Restaurants) | Director (prior) | — | Broad private board exposure |
Fixed Compensation
| Metric | 2024 | 2025 (Approved) |
|---|---|---|
| Base Salary | $464,754 (pro-rated from $525,000 start Feb 12, 2024) | $600,000 |
| Target Bonus % of Base | 100% (pro-rated for days worked) | 100% |
| Sign-on Cash Bonus | $30,000 (paid at hire) | — |
| Director fees (pre-CEO service) | $2,500 (as independent director before appointment) |
Performance Compensation
| Component | Grant Date | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Annual Incentive Bonus (STIP) | 3/4/2024 | Adjusted EBITDA | 85% | $66,000,000 | $69,526,000 | 125% of weighting (stretch) | Cash paid Q1’25; total bonus 117.5% of target |
| Annual Incentive Bonus (STIP) | 3/4/2024 | Safety (TRIR) | 5% | 0.87 | 1.33 | No payout | — |
| Annual Incentive Bonus (STIP) | 3/4/2024 | PVI (preventable vehicle incidents) | 5% | 0.69 | 0.47 | 125% of weighting (stretch) | — |
| Annual Incentive Bonus (STIP) | 3/4/2024 | Environmental (KPA Flex deployment/reporting) | 5% | 1.00 | 1.00 | 100% of weighting (target) | — |
| RSUs | 1/29/2024 | Time-based | — | 31,382 units | — | — | 1/3 per year in 2025–2027 (10,461/10,461/10,460) |
| PSUs (annual award) | 1/29/2024 | Relative TSR vs 2024 peer group | — | Target 37,876 units; threshold at 31.25th percentile (50% payout), target at 62.5th (100%), max 200% at rank 1 | One-year TSR ranked 3rd of peers in 2024 (indicative) | PSU payout determined at end of 3-year period | Cliff vest 12/31/2026 (subject to employment and absolute TSR caps) |
| Sign-on PSU | 1/29/2024 | Relative TSR | — | $100,000 fair value | — | — | Per PSU award agreement; part of 2019 Plan |
| 2024 Bonus Outcome | Value |
|---|---|
| CEO Bonus Base (pro-rated salary × 100%) | $464,423 |
| Bonus Payout % of Target | 117.5% |
| Bonus Paid (Q1’25) | $545,697 |
| 2025 STIP Targets | Adjusted EBITDA | TRIR | PVI | Environmental |
|---|---|---|---|---|
| Weighting | 85% | 5% | 5% | 5% |
| Threshold / Target / Stretch / Stretch+ | $72.753M / $76.582M / $80.794M / $81.560M | Set vs GCA 5-yr avg (90% target, ±1 incident) | Set vs GCA 5-yr avg (90% target, ±1 incident) | Deliver ERP-linked SS&E reporting plan |
| Payout Curve | 75% / 100% / 125% / 135% (Adjusted EBITDA only) | Cliff (max at Stretch) | Cliff (max at Stretch) | Cliff at Target |
Equity Ownership & Alignment
| As of | Beneficial Ownership (shares) | % of Outstanding | Unvested RSUs | Target PSUs (unearned) | Pledged Shares | Ownership Guidelines |
|---|---|---|---|---|---|---|
| April 25, 2025 | 13,323 | <1% | 31,382 (market value $841,038 @ $26.80) | 37,876 (market value $1,015,077 @ $26.80) | None pledged by officers/directors | CEO must hold ≥5× base salary; hedging/pledging prohibited |
Notes: NGS prohibits hedging/pledging; executive ownership guidelines measured on prior-year average price; compliance status by individual not disclosed .
Employment Terms
| Term | Detail |
|---|---|
| At-will employment | Effective Feb 12, 2024; base salary $525,000 in 2024; annual review by Compensation Committee |
| Annual Bonus | Target 100% of base, pro-rated in 2024; metrics per STIP; paid per Committee approval |
| Equity | 2019 Equity Incentive Plan participation; 2024 RSU equal to 100% of base; 2024 PSU equal to 100% of base (both pro-rated); additional sign-on PSU $100,000 |
| Severance (no Change-in-Control) | Accrued amounts; pro-rated current-year bonus at target; 1× base + target bonus; accelerated RSU vesting; pro-rata target PSUs; up to 12 months COBRA; subject to Release |
| Severance (Change-in-Control) | Accrued amounts; same terms except 2× base + target bonus; up to 12 months COBRA; subject to Release |
| For cause / without good reason | Accrued amounts only; no severance |
| Death/Disability | Accrued amounts plus pro-rated target bonus and pro-rata target PSUs |
| Non-compete / non-solicit | 12 months post-termination if CEO leaves for Good Reason or is terminated without Cause; 24 months if CEO resigns without Good Reason or is terminated for Cause; non-solicit applies during employment and same post-termination period |
| Clawback | Incentive compensation subject to clawback under SEC/NYSE rules; NGS clawback policy adopted |
| Insider trading policy | Pre-clearance required; blackout windows; hedging/pledging prohibited |
Board Governance
- Board service: Director since May 2023; CEO since Feb 2024; not listed among independent directors (independent directors: Nigel J. Jenvey, Jean K. Holley, Georganne Hodges, J. Anthony Gallegos Jr., Donald J. Tringali) .
- Leadership: Chairman is Stephen C. Taylor; Lead Independent Director is Donald J. Tringali; committees (Audit, Compensation, Nominating & Governance, Safety & Sustainability) are fully independent and chaired by non-employee directors .
- Attendance: The Board held seven meetings in 2024; each director attended ≥75% of Board and committee meetings served .
- Director compensation: Employee directors receive no director compensation; Jacobs received $2,500 as director pre-CEO in 2024 .
Director Compensation (for Jacobs as director)
| Year | Cash Retainer/Fees | Equity Awards | Total |
|---|---|---|---|
| 2024 (pre-CEO period) | $2,500 | — | $2,500 |
Compensation Structure Analysis
- Shift to pay-for-performance: 2024 redesign concentrated STIP on adjusted EBITDA (85%) and safety/environmental metrics with clear threshold/target/stretch levels; LTIP mix at 50% PSUs and 50% RSUs, with PSUs using relative TSR over a 3-year horizon and target set at 62.5th percentile (above typical median) .
- Governance best practices: No option repricing without shareholder approval; no tax gross-ups; clawback policy; ownership guidelines; independent consultant (Zayla) retained; annual say-on-pay vote .
- 2025 program: STIP adds “Stretch+” at 135% for Adjusted EBITDA; continued 50/50 RSU/PSU LTIP for CEO at 112.5% of base each .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay vote: For 4,930,130; Against 3,642,059; Abstain 770,260; Broker non-votes 1,078,663 .
- 2025 say-on-pay vote: For 8,090,928; Against 1,331,487; Abstain 391,237; Broker non-votes 924,369 .
- Shareholder outreach: Committee engaged ~19 institutions (~66% of shares) in 2024; implemented disclosure and design changes per feedback .
Equity Grant Detail and Outstanding Awards
| Grant | Units | Fair Value | Vesting | Notes |
|---|---|---|---|---|
| RSU (1/29/2024) | 31,382 | $483,283 | 1/3 annually 2025–2027 (10,461/10,461/10,460) | Time-based retention equity |
| PSU (1/29/2024) | Target 37,876; threshold 18,938; max 75,752 | $741,991 | Cliff 12/31/2026 | Relative TSR vs peer group with absolute TSR caps |
| Sign-on PSU (1/29/2024) | — | $100,000 | Per award agreement | Granted at hire under 2019 Plan |
| Outstanding as of 12/31/2024 | Units | Market Value (at $26.80) |
|---|---|---|
| Unvested RSUs | 31,382 | $841,038 |
| Unearned PSUs (target) | 37,876 | $1,015,077 |
Risk Indicators & Red Flags
- Hedging/pledging prohibited; insider pre-clearance and quarterly blackouts reduce trading risk optics .
- No tax gross-ups; no equity repricing/exchange without shareholder approval .
- Section 16(a) compliance: Only one late Form 4 disclosed in 2024 for a director (Hodges); no delinquency noted for Jacobs .
- Dual role: CEO and Director, but Board mitigates independence risk via separate Chairman, Lead Independent Director, and fully independent committees with regular executive sessions .
Compensation Peer Group (PSU TSR measurement)
CSI Compressco LP; Independence Contract Drilling; Ranger Energy Services; DMC Global; KLX Energy Services; SEACOR Marine; Drilling Tools International; Mammoth Energy Services; Solaris Oilfield Infrastructure; Dril-Quip; Nine Energy Service; TETRA Technologies; Forum Energy Technologies; Oil States International; Geospace Technologies; Prime Energy Resources (acquired/removed: CSI Compressco, Dril-Quip in 2024) .
Performance & Track Record
- 2024 achievements: Rental revenues +36% to $144M; adjusted EBITDA +52% to $70M; rental gross margin to 61%; horsepower utilization to 82%; PVI “stretch” safety result; stock +67% to $26.80 .
- TSR trajectory: From $9.48 (1/1/2021) to $26.80 (12/31/2024) with TSR of $17.32/$9.48 = 182.70%; fixed $100 investment → $282.70 by end 2024 .
Equity Ownership & Director Compensation (Board-level context)
- Employee directors receive no director compensation; non-employee director pay includes cash retainers ($55k 1H’24 → $70k 2H’24), chair fees ($15k), Lead Independent premium ($17.5k), Chair premium ($35k), and RSUs (~$110k) granted annually; Jacobs’ $2,500 reflects pre-CEO director service .
Investment Implications
- Compensation alignment: Strong linkage between pay and performance via high-weight adjusted EBITDA STIP and 50% PSU LTIP with above-median target percentile; accelerated RSU vesting and pro-rata target PSUs in severance align retention but create potential vesting-driven sale windows; hedging/pledging ban reduces adverse alignment optics .
- Retention risk: Non-compete spans 12–24 months depending on termination; severance of 1× base+target bonus (2× in change-of-control) provides cushion but avoids excessive golden parachute optics; arbitration and Texas governing law standardize enforcement .
- Trading signals: 2024 bonus at 117.5% (stretch on EBITDA/PVI) indicates momentum; say-on-pay support improved materially in 2025, reducing overhang; absence of pledging and clawback adoption are governance positives; monitor PSU cliff in 2026 for vesting-related sales and Form 4 activity around quarterly blackout exits .
- Governance quality: CEO is not independent but dual-role concerns mitigated by separate Chair, Lead Independent Director, independent committees, and frequent executive sessions; board attendance strong .