Stephen C. Taylor
About Stephen C. Taylor
Stephen C. Taylor (age 71) is Chairman of the Board at Natural Gas Services Group, Inc. (NGS). He served as President & CEO from January 2005 to May 17, 2022, and as Interim President & CEO from November 2022 until February 12, 2024. He has been a director since June 2005 and Chairman since January 1, 2006. He holds a B.S. in Mechanical Engineering from Texas Tech University and an MBA from the University of Texas at Austin .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Natural Gas Services Group, Inc. | President & CEO; Interim President & CEO; Director; Chairman | CEO: 2005–2022; Interim CEO: Nov 2022–Feb 2024; Director since 2005; Chairman since 2006 | Led strategy and operations for ~19 years; Board leadership continuity |
| Trican Production Services, Inc. | General Manager – U.S. Operations | 2002–2004 | U.S. operations leadership |
| Halliburton Resource Management / Halliburton Energy Services | VP Operations (HRM); multiple senior roles (HES) | VP Ops: 1989; Senior roles: 1993–2000 | Large-scale operations management |
| Enventure Global Technology, LLC (JV of Halliburton & Shell) | Senior Vice President / Chief Operating Officer | 2000–2002 | Deepwater drilling technology leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed for Mr. Taylor |
Board Governance
- Role: Chairman of the Board; the Board deliberately bifurcated CEO and Chair roles in Feb 2024 to support governance and CEO transition .
- Independence: The Board determined five current members are independent, implying Mr. Taylor is not independent; committees are composed solely of independent directors .
- Committees: Mr. Taylor is not listed as a member of the Audit, Compensation, Nominating & Corporate Governance, or Safety & Sustainability committees; independent directors chair all four committees .
- Executive sessions: Non-employee directors hold regular executive sessions; the Chairman (Mr. Taylor) chairs sessions of non-management directors; the Lead Independent Director (Donald J. Tringali) presides over sessions of independent directors only .
- Lead Independent Director: Donald J. Tringali, designated in May 2023, to enhance oversight and independence .
- Attendance: The Board held seven meetings in 2024; each director attended at least 75% of Board and committee meetings during their service periods .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (2024) | $31,495 | Reflects cash fees after his resignation as a full-time employee in Aug 2024 . |
| Annual Director Cash Retainer | $55,000 (1H 2024); $70,000 (2H 2024) | Annual rate increased mid-year; paid to non-employee directors . |
| Chairman Retainer | $35,000 per year | Additional cash retainer for non-employee Chairman . |
| Committee Chair Fees | $15,000 per year | For each committee chair (independent directors only) . |
| D&O Insurance | $307,353 (2024) | Company-paid coverage cost . |
| Equity Grants (Directors) | Grant Value | Mechanics |
|---|---|---|
| Stock Awards (2024, Taylor) | $82,032 | Director RSUs granted annually; 2024 design targeted ~$110,000 per director, granted in June . |
Performance Compensation
- Non-employee directors receive time-vested RSUs; no director-specific performance-based equity metrics disclosed for directors (PSUs and STIP metrics apply to executives, not directors) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Compensation Committee interlocks | None in 2024; no NGS executives on other companies’ compensation committees and vice versa . |
| Cooperation Agreement context | 2023 agreement with Mill Road Capital added Justin C. Jacobs and Donald J. Tringali to the Board; cooperation period ended March 15, 2025 nomination deadline; governance context for board composition (not a disclosed conflict for Taylor) . |
Expertise & Qualifications
- Deep operating experience across compression and energy services with Halliburton, Enventure (Halliburton/Shell JV), and Trican; long-tenured CEO at NGS provides technical and financial acumen .
- Engineering and business credentials (BS Mechanical Engineering; MBA) aligned with NGS’s equipment-intensive, safety- and reliability-focused operations .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 572,088 shares | As of April 25, 2025; includes shares vesting within 60 days . |
| Ownership % of Shares Outstanding | 4.57% | Based on 12,513,850 shares outstanding on record date . |
| Indirect/Deferred | 113,753 shares | Held via “rabbi trust” under the Nonqualified Deferred Compensation Plan . |
| Pledged Shares | None | No pledging by officers and directors as of April 25, 2025 . |
| Ownership Guidelines | Directors required to hold ≥4x annual cash retainer; measuring prior-year average share price; RSUs count toward compliance . |
| 2024 Equity Activity | Quantity/Value | Notes |
|---|---|---|
| RSUs Vested (2024) | 10,101 shares; $203,232 | 2023 RSUs vested at FMV $20.12 on vest date . |
| Deferred Comp Balance (2024) | $6,801,874 | Aggregate balance; 2024 earnings $1,696,241 . |
Insider Trades
| Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| — | — | — | — | — | No Form 4 transactions for “Stephen C. Taylor” at NGS between 2024-01-01 and 2025-11-20 [Fetching result: No insider trades found]. |
Governance Assessment
- Alignment signals: Meaningful “skin-in-the-game” with 4.57% ownership; no pledging or hedging permitted by policy; director ownership guidelines require strong holding multiples; clawback policy adopted per NYSE Section 10D .
- Board structure: Separation of CEO and Chair in 2024 enhanced governance; independent committees with independent chairs; Lead Independent Director role formalized in 2023 .
- Engagement: Board conducted investor outreach after lower-than-target say-on-pay in 2024; redesigned executive programs with heightened performance rigor and disclosure .
- Director pay: Mix is modest cash plus annual time-vested RSUs; Chairman retainer transparent; no director meeting fees disclosed; no tax gross-ups for executives; no repricing; director pay cap under 2019 plan .
- Potential conflicts and independence: Mr. Taylor is not independent and previously received significant retirement-related payments (2023) while returning as Interim CEO; however, compensation and governance decisions are stated to be overseen by independent committees with no interlocks. Investors may view continued Chair role by a non-independent former CEO as a governance risk offset by a strong Lead Independent Director and independent committees .
- Attendance: ≥75% threshold met across Board and committees for 2024; supports engagement baseline .
RED FLAGS
- Non-independent Board Chair (Taylor) alongside recent interim CEO tenure may raise oversight and succession independence concerns despite Lead Independent Director and independent committee structure .
- 2023 retirement-related cash payouts to Taylor ($1.224m and $1.53m) will draw scrutiny; disclosures are fulsome, but investors should monitor any perceived influence on executive pay decisions post-transition .
Positive Signals
- Strong personal ownership, no pledging, and clear ownership guidelines enhance alignment .
- Formalized clawback and insider trading restrictions (no hedging/pledging) are shareholder-friendly .
- Active shareholder outreach and compensation design changes (e.g., PSU rigor, STIP emphasis on Adjusted EBITDA and safety) indicate responsiveness to investor feedback .
Sources: All section claims and table cells are supported by the cited documents:
- 2025 DEF 14A: **[1084991_0001084991-25-000049_ngs-20250425.htm:1]** **[1084991_0001084991-25-000049_ngs-20250425.htm:16]** **[1084991_0001084991-25-000049_ngs-20250425.htm:17]** **[1084991_0001084991-25-000049_ngs-20250425.htm:19]** **[1084991_0001084991-25-000049_ngs-20250425.htm:20]** **[1084991_0001084991-25-000049_ngs-20250425.htm:22]** **[1084991_0001084991-25-000049_ngs-20250425.htm:23]** **[1084991_0001084991-25-000049_ngs-20250425.htm:29]** **[1084991_0001084991-25-000049_ngs-20250425.htm:31]** **[1084991_0001084991-25-000049_ngs-20250425.htm:43]** **[1084991_0001084991-25-000049_ngs-20250425.htm:48]** **[1084991_0001084991-25-000049_ngs-20250425.htm:52]** **[1084991_0001084991-25-000049_ngs-20250425.htm:55]** **[1084991_0001084991-25-000049_ngs-20250425.htm:56]**
- 2024 DEF 14A: **[1084991_0001084991-24-000023_ngs-20240429.htm:13]** **[1084991_0001084991-24-000023_ngs-20240429.htm:15]** **[1084991_0001084991-24-000023_ngs-20240429.htm:22]** **[1084991_0001084991-24-000023_ngs-20240429.htm:23]** **[1084991_0001084991-24-000023_ngs-20240429.htm:35]** **[1084991_0001084991-24-000023_ngs-20240429.htm:49]** **[1084991_0001084991-24-000023_ngs-20240429.htm:57]**
- Insider-trades tool: No Form 4 records for Stephen C. Taylor at NGS (2024-01-01 to 2025-11-20).