| | | Members | | | | | | 2023 ANNUAL PROXY STATEMENT |
| | Primary Responsibilities | | Nominating and Corporate Governance CommitteeNOMINATING AND CORPORATE GOVERNANCE COMMITTEE | | | | Members:
Robin L. Newmark (Chair) Richard E. Perlman James K. Price Janet Risi Field (as of January 1, 2024) | | Primary Responsibilities
Our Nominating and Corporate Governance committeeCommittee oversees all aspects of our corporate governance functions. These responsibilities include engaging in succession planning for the Board, identifying individuals qualified to become Board members (consistent with criteria approved by the Board), developing and recommending to the Board a set of corporate governance principles and performing a leadership role in shaping the Company’s corporate governance. The Nominating and Corporate Governance Committee also oversees our Board and committee evaluation processes and makes recommendations to our Board of Directors regarding director candidates and assists our Board of Directors in determining the composition of our Board of Directors and its Committees. The qualifications thatCommittees, as discussed in “Review of Director Nominees” above. In addition, the NominatingCommittee generally oversees the Company’s stockholder engagement program and Corporate Governance Committeeoversees and makes recommendations to the Board consider in identifying qualified candidatesregarding sustainability matters relevant to serve as directors include, among others, the ability to uphold the Company’s mission, skills (such as financial backgroundbusiness, including Company policies, activities and abilities and the other specific sills described in “The Board of Directors—Director Skills and Experience”), education, professional, scientific and academic affiliations, experience, age, length of service, positions held, and geographies served. The Nominating and Corporate Governance Committee also considers diversity of viewpoints, backgrounds, experience and other demographics, including race and ethnicity and gender, for which the Board will proactively seek diversity when considering any new candidates, in evaluating director candidates and how they can contribute to the overall composition of the Board and will also consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee assesses the effectiveness of its efforts at pursuing diversity across these measures as part of evaluating the composition of the Board. Once potential candidates are identified (including those candidates recommended by stockholders), the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates. Final candidates are then chosen and interviewed by other Board or management representatives. Based on the interviews, the Nominating and Corporate Governance Committee then makes its recommendation to the Board. If the Board approves the recommendation, the candidate is nominated for election. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates. Stockholders interested in making recommendations of director candidates should contact the Nominating and Corporate Governance Committee as described below under “Contacting the Board of Directors.”opportunities. At all times during the fiscal year ended December 31, 2022,2023, the Nominating and Corporate Governance Committee has been comprisedcomposed entirely of independent directors as required by NYSE rules. The Nominating and Governance Committee held sixtwo meetings in fiscal 2022.2023. |
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Committee Charters The Board of Directors has adopted formal charters for each of its three standing Committees. These charters establish the missions of the respective Committees as well as Committee membership guidelines. They also define the purpose, duties, and responsibilities of each Committee in relation to the Committee’s role in supporting the Board of Directors and assisting the Board in discharging its duties in supervising and governing the Company. The charters are available on the Company’s website at www.montrose-env.com by following the links to “Investors” and “Corporate Governance” or upon written request to the Company, as set forth under “Availability of Documents” below. The Board’s Role in Risk Oversight
The Board of Directors oversees the Company’s risk management process. The Board oversees a Company-wide approach to risk management, designed to enhance stockholder value, support the achievement of strategic objectives and improve long-term organizational performance. The Board determines the appropriate level of risk for the Company generally, assesses the specific risks faced by the Company and reviews the steps taken by management to manage those risks. The Board’s involvement in setting the Company’s business strategy facilitates these assessments and reviews, culminating in the development of a strategy that reflects both the Board’s and management’s consensus as to appropriate levels of risk and the appropriate measures to manage those risks. Pursuant to this structure, risk is assessed throughout the enterprise, focusing on risks arising out of various aspects of the Company’s strategy and the implementation of that strategy, including financial, legal/compliance, operational/strategic, health and safety, and compensation risks. The Board as a whole also considers risk when evaluating proposed transactions and other matters presented to the Board, including acquisitions and financial matters.
While the Board maintains the ultimate oversight responsibility for the risk management process, its Committees oversee risk in certain specified areas. In particular, the Audit Committee reviews and discusses the Company’s practices with respect to risk assessment and risk management. The Audit Committee also focuses on financial risk, including internal controls, and discusses the Company’s risk profile with the Company’s independent registered public accounting firm and our internal audit function, which conducts an annual risk assessment that is presented to the Audit Committee and the Board. In addition, the Audit Committee oversees the Company’s compliance program with respect to legal and regulatory requirements, including the Company’s codes of conduct and policies and procedures for monitoring compliance and, along with the Board, is briefed periodically regarding cybersecurity risk. The Compensation Committee periodically reviews compensation practices and policies to determine whether they encourage excessive risk taking, including a periodic review of management’s assessment of the risk associated with the Company’s compensation programs covering its employees, including executives, and discusses the concept of risk as it relates to the Company’s compensation programs. Finally, the Nominating and Corporate Governance Committee manages risks associated with the independence of directors and Board nominees, as well as risks related to the Company’s environmental, social and governance practices. Management regularly reports on applicable risks to the relevant Committee or the Board, as appropriate, including reports on significant Company projects, with additional review or reporting on risks being conducted as needed or as requested by the Board and its Committees.
Audit Committee Oversight of Cybersecurity
As part of the Audit Committee’s role in overseeing risks related to the Company’s cybersecurity program, the Audit Committee has engaged a third-party expert to advise the Audit Committee and
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Board on cybersecurity matters, including oversight of the Company’s continued development, evolution and investments in cybersecurity policies, practices and resources. The Audit Committee receives reports on cybersecurity and related risk exposures from management on a quarterly basis, or more frequently if requested by the Audit Committee. The Audit Committee regularly updates the Board on such matters and the Board also periodically receives reports from management directly, as the Audit Committee determines appropriate or requested by the Board.
As part of our cybersecurity policies and practices, all employees are required to complete annual cybersecurity training. We also assess the efficacy of our information security program through internal detection and monitoring systems, as well as through the engagement of external, third-party experts. Our current cybersecurity risk program is aligned with various frameworks, including NIST 800-171.
Nominating and Corporate Governance Committee Oversight of ESG Matters
We believe that achieving and sustaining business excellence is intrinsically tied to understanding our stakeholders’ expectations, acting responsibly as we strive to meet those expectations, and committing to transparency and accountability. As such, we strive to understand, evaluate and address our environmental, social, and governance (ESG) risks, opportunities, and impacts, a practice we believe is foundational to generating value for our stakeholders. As part of our commitment to ESG matters, our Board actively oversees our ESG strategies and progress towards meeting our ESG-related commitments. In addition to creating an ESG working group in 2020 and the hiring of independent ESG auditors to validate the ESG data we report, our Nominating and Corporate Governance Committee is responsible for overseeing our overall ESG performance, disclosure, strategies, goals and objectives and monitoring evolving ESG risks. In carrying out its responsibilities, the Nominating and Corporate Governance Committee receives periodic updates from management and representatives from the ESG working group on the Company’s ESG efforts and reviews and makes recommendations to our Board regarding the Company’s ESG-related commitments, as well as reviewing our annual ESG reporting, which demonstrates our commitment to transparency and accountability of our goals and progress.
Compensation Committee Interlocks and Insider Participation Our Compensation Committee is composed of Peter M. Graham, Richard E. Perlman, J. Thomas Presby, and James K. Price. None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors. For a description of the transactions between us and members of the Compensation Committee, see the transactions described in the section entitled “Certain Relationships and Related Party Transactions.” Codes of Ethics
In addition to the Principles of Corporate Governance, the Board of Directors has adopted a Code of Ethics and Business Conduct applicable to employees and a Code of Ethics and Business Conduct applicable to the Board. These Codes of Ethics, along with the Principles of Corporate Governance, serve as the foundation for the Company’s system of corporate governance. They also provide guidance for maintaining ethical behavior, require that directors and employees comply with applicable laws and regulations, prohibit conflicts of interest and provide mechanisms for reporting violations of the Company’s policies and procedures.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
In the event the Company makes any amendment to, or grants any waiver from, a provision of the Code of Ethics that applies to the principal executive officer, principal financial officer or principal accounting officer that requires disclosure under applicable SEC or NYSE rules, the Company will disclose such amendment or waiver and the reasons therefor on its website at www.montrose-env.com.
Availability of Documents The full text of the Principles of Corporate Governance, the Codes of Ethics and Business Conduct and the Charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are accessible by following the links to “Investors” and “Governance” on the Company’s website at www.montrose-env.com. The Company will furnish without charge a copy of the foregoing to any person making such a request in writing and stating that he or she is a beneficial owner of common stock of the Company. Requests should be addressed to: Montrose Environmental Group, Inc., 5120 Northshore Drive, North Little Rock, AR 72118, Attention: Investor Relations. | | 
|
| | | | | | | | | | | | 
| | | | | | | | | | 26 | | |
2024 ANNUAL PROXY STATEMENT Contacting the Board of Directors You can contact an individual director, the Board of Directors as a group or a specified Board Committee or group, including the non-management directors as a group, to provide comments, to report concerns, to make recommendations regarding candidates for director, or to ask a question, by writing to the following address: Corporate Secretary, Montrose Environmental Group, Inc., 5120 Northshore Drive, North Little Rock, AR 72118, noting to whose attention the communication should be directed. You may submit your concern anonymously or confidentially. You may also indicate whether you are a stockholder, customer, supplier or other interested party. Communications are distributed to the Board, to a Board committee, or to any individual directors or groups of directors as appropriate, depending on the facts and circumstances outlined in the communication. In that regard, the Board of Directors has requested that our Corporate Secretary review correspondence directed to the Board and not forward certain items which are unrelated to the duties and responsibilities of the Board, such as service complaints, service inquiries, resumes and other forms of job inquiries, surveys and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal or similarly inappropriate will be excluded. Any communication that is filtered out will be made available to any director upon request. Director Compensation
Our non-management directors are eligible to receive compensation for their services on our Board of Directors and its committees in the form of cash retainers and restricted stock awards (provided that, for the portion of fiscal year 2022 in which Mr. Jonna served on our board, Oaktree Capital Management, L.P. (“Oaktree”), the holder of our Cumulative Series A-2 Preferred Stock, in lieu of Mr. Jonna, received cash in lieu of the restricted stock awards as described in more detail below). After consideration of peer group director compensation programs provided by Aon, our independent compensation advisor, and the time and effort dedicated by directors to their positions on our Board, on December 16, 2021, our Board approved the annual compensation packages for our non-management directors for their service on our Board of Directors and its committees for the fiscal year ended December 31, 2022 as set forth below. The Board reviewed the non-management director compensation program again for the fiscal year ended December 31, 2023 and determined not to make any further changes.
| | | | | | | | | | | | | | | | | | | | | | 
| | | | | | | | | | 27 | | |
2024 ANNUAL PROXY STATEMENT Corporate Sustainability Our Approach to Sustainability At Montrose, we believe that achieving our long-term business strategies means striving for continual improvement and accounting for the sustainability elements most relevant to Montrose. We actively manage many different aspects of sustainability, including caring for our employees, serving our communities, positively impacting the environment, and effecting change while at the same time focusing on value creation for our stockholders through effective and innovative services, good governance, and integrity. We view sustainability as mission critical. Our sustainability approach encompasses some of the most relevant environmental, social, and governance factors to our business, stakeholders, and employees, including our comprehensive and consistent approach to helping our clients – the One Montrose way. We believe these areas are interconnected and active management of each generates sustainable value. Addressing the Sustainability Issues Material1 to our Business and our Stakeholders Identifying and evaluating the factors most relevant to Montrose and our stakeholders is integral to our sustainability strategy. In 2022, we conducted our first formal materiality assessment to better understand the expectations of our internal and external stakeholders, our impacts, our risks, and our business opportunities. This assessment provided focus and is used to inform our sustainability strategy, activities, and allocation of resources. The materiality assessment was informed by (1) research and peer benchmarking to better understand relevant sustainability issues, (2) interviews with Montrose business leaders and external stakeholders to further understand expectations and priorities, and (3) relevant aspects of frameworks such as Sustainability Accounting Standards Board (SASB, which is now part of the International Financial Reporting Standards Foundation) Sustainability Accounting Standard. As a result of the assessment, we identified the following factors as what we believe are most material to our long-term sustainability as a business: | | | • | | Page-12 Energy Use and Greenhouse Gas (GHG) Emissions
| |
| • | | Diversity, Fairness, and Inclusion | |
| • | | Attracting, Engaging, and Retaining Talent | |
Additional information about these areas is provided below. Overall, our material topics guide our sustainability strategy, assist us in identifying program priorities and enhancements, and inform our sustainability reporting and disclosures. We are committed to continuing to improve and recognize that the landscape of these disclosures is dynamic; as our business grows, we will engage with both internal and external stakeholders and routinely update our strategy and reporting to account for these changes. We anticipate formally updating our materiality assessment in 2025. 1 Any issues identified as material for purposes of our sustainability strategy and sustainability materiality assessment may not be considered material for SEC reporting purposes. Within the context of our approach to sustainability as discussed in this section, the term “material” is distinct from, and should not be confused with, such term as defined for SEC reporting purposes. | |
|
| | | | | | | | | | | | | |
| | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
| | | | | | | | | | | | | | | | | | 2021 Director
Compensation ($) | | 2022 Director
Compensation ($) | | | | | Annual Cash Retainer | | 75,000(1) | | 90,000(1) | | | | | Annual Equity Grant | | 75,000(2) | | 110,000(2)(3) | | | | | Total Base Compensation | | 150,000 | | 200,000 | | | | | Committee Chair Cash Retainers | | | | | | | | | • Audit | | 10,000 | | 50,000 | | | | | • Compensation | | 7,500 | | 30,000 | | | | | • Nominating and Corporate Governance | | 5,000 | | 10,000 | | | | | Non-Executive Chair Cash Retainer | | 50,000 | | 80,000 |
(1) | Annual cash retainers are paid quarterly, in arrears.28
|
(2) | Our non-management directors receive an award of restricted stock, with the number of shares determined by dividing the annual equity grant amount by the closing price of our common stock on the date of the grant (or the prior trading date, if the date of grant falls on a non-trading day); residual amounts resulting from rounding to whole shares are paid in cash. All restricted stock granted to our non-management directors vest on the one-year anniversary from the date of grant.
|
(3) | Mr. Jonna served on the Board pursuant to the right of Oaktree to appoint a director as set forth in the Certificate of Designation of Cumulative Series A-2 Preferred Stock. The value of the annual equity grant payable to Mr. Jonna, the former Oaktree designee who stepped down from our Board on June 10, 2022 in connection with his departure from Oaktree, was to be made in cash rather than in equity, given that all director compensation payable to Mr. Jonna was immediately transferred to Oaktree. Oaktree has not appointed a new director to replace Mr. Jonna.
|
Our directors are reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Our directors are also entitled to the protection provided by the indemnification provisions in our bylaws and the indemnification agreements entered into with the directors. Our Board may revise the compensation arrangements for our directors from time to time.
2024 ANNUAL PROXY STATEMENT Climate Change Impact and Risk Due to the nature of our business, our operations have a relatively small GHG impact as compared to many industries. However, our business itself can have a significant impact on addressing climate change through the services we offer our clients, many of whom are in carbon-intensive industries. For example, we help clients develop and execute strategies to transition to a lower-carbon future. Our day-to-day focus is on meeting clients’ objectives of reducing environmental impacts from their operations, conserving natural resources, and achieving environmental performance goals. That said, we are aware that we must also understand and address our own climate impacts. As noted above, energy use and GHG emissions was identified as one of our material sustainability factors. In our most recent 2022 Sustainability Report (published in 2023), we disclosed our global Scope 1 and Scope 2 GHG emissions, and, for the first time, we calculated and reported our Scope 3 GHG emissions. Understanding our Scope 3 footprint allows us to identify material sources of emissions across the value chain and evaluate the resiliency of our supply chain. Beyond understanding our impact, we are setting goals and targets to reduce our GHG emissions. We announced our commitment to achieve net zero GHG emissions by 2040 in our 2022 Sustainability Report. Since that announcement, we have committed to near-term and net-zero targets via the Science Based Target Initiative (SBTi). While it is important that we understand and manage our impacts on climate change via our GHG emissions, we also understand that climate change presents both risks and opportunities for us as an organization. As part of our enterprise risk management processes and business strategy, we have identified climate-related risks and opportunities for Montrose. These are reported in our 2022 Sustainability Report, as well as through the CDP Climate Change questionnaire. As our sustainability program evolves, we will continue to identify, assess, manage, and report on our climate-related risks and opportunities. Protecting the Environment through Business Solutions Montrose’s mission is to help protect the air we breathe, the water we drink, and the soil that feeds us. We take pride in our ability to generate positive impacts on the environment and for our communities. By helping shape the future of environmental solutions, we remain steadfast in our commitment to create positive change. Our industry-recognized solutions include monitoring and enhancing water and air quality, restoring ecosystems, reducing GHG emissions in support of the transition to a low-carbon economy, emergency environmental response, and more. In the dynamic field of environmental consulting and solutions, our distinctive One Montrose approach sets us apart. It encompasses holistic, coordinated, and diversified environmental services that address present realities and future priorities. The services we provide can help our clients comply with environmental regulations, reduce their environmental impact, and manage environmental risk, which ultimately contributes to value creation for our stakeholders. We’ve invested in assets and cutting-edge technologies to keep us and our clients informed about emerging environmental challenges. At Montrose, innovation lies at the core of our business strategy and operations. To that end, we stand firm in our commitment to researching new technologies and developing new solutions to address the dynamic world of environmental challenges. We innovate with the aim of providing our clients with better solutions to meet their environmental needs and make a positive impact on the environment and society at large. | | | | | Page-13
| | | | | |
|
| | | | | | | | | | | | | |
| | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
The following table sets forth the compensation earned by our non-management directors for the fiscal year ended December 31, 2022.
| | | | | | | | | | | | | | | | | | | | | Name | | Fees earned or paid in
cash ($) | | Stock Awards
($)(1)(2) | | Total ($) | | | | | | J. Miguel Fernandez de Castro | | 90,004 | | 109,995 | | 200,000 | | | | | | Peter M. Graham | | 120,004 | | 109,995 | | 230,000 | | | | | | Peter Jonna(3) | | 50,000 | | — | | 50,000 | | | | | | Robin L. Newmark | | 100,004 | | 109,995 | | 210,000 | | | | | | Richard E. Perlman | | 170,004 | | 109,995 | | 280,000 | | | | | | J. Thomas Presby | | 140,004 | | 109,995 | | 250,000 | | | | | | James K Price | | 90,004 | | 109,995 | | 200,000 | | | | | | Janet Risi Field | | 90,004 | | 109,995 | | 200,000 |
(1) | Represents the aggregate grant date fair value of the award of restricted stock granted under the Company’s Amended and Restated 2017 Stock Incentive Plan (the “Stock Plan”) in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“ASC 718”). The fair value reported equals the number of restricted shares granted, which was 1,560, multiplied by the closing price of the Company’s common stock of $70.51 per share on December 31, 2021, the trading day immediately prior to the date of grant.29
|
(2) | The following table sets forth the aggregate number of stock awards and stock options outstanding as of December 31, 2022:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Aggregate Shares Subject to Outstanding Stock Awards (#)(a) | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(b) | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | | | | | | | | | J. Miguel Fernandez de Castro | | 1,560 | | — | | — | | | | | | | | | Peter M. Graham | | 1,560 | | — | | — | | | | | | | | | Peter Jonna | | — | | — | | — | | | | | | | | | Robin L. Newmark | | 1,560 | | — | | — | | | | | | | | | Richard E. Perlman | | 1,560 | | — | | — | | | | | | | | | J. Thomas Presby | | 1,560 | | 10,000 | | — | | | | | | | | | James K Price | | 1,560 | | — | | — | | | | | | | | | Janet Risi Field | | 1,560 | | — | | — | | |
| (a) | All 1,560 of the shares reported for each director are shares of restricted stock that vested on January 1, 2023.
|
| (b) | Stock options have an exercise price of $9.76 per share of common stock and are fully vested.
|
2024 ANNUAL PROXY STATEMENT Nominating and Corporate Governance Committee Oversight of Sustainability Matters Our Board’s Nominating and Corporate Governance Committee is responsible for sustainability oversight, including overall sustainability performance, goals, and objectives. The Nominating and Corporate Governance Committee monitors the evolving sustainability risks most relevant to Montrose in addition to oversight of our sustainability policies and annual disclosures. Our Nominating and Corporate Governance Committee receives regular updates from our Executive Leadership and advises on sustainability program priorities. Additionally, the committee makes recommendations to our Board regarding sustainability-related commitments and reviews our annual sustainability report. Human Capital Resources We believe one of our greatest strengths is our employees who strive to innovate and deliver unparalleled service to our clients and communities. Our employees are passionate about the environment and supporting one another. We are committed to fostering a diverse, fair and inclusive workplace with a focus on respect, trust and belonging. We invest in the success and development of our employees and maintain people-centric strategies from recruiting, engagement, development, compensation and benefits to safety and communication. Employees As of December 31, 2023, we had approximately 3,100 employees (which includes full-time, part-time and stand-by environmental emergency response personnel). Approximately 2,400, or 77%, of our employees work in our U.S. operations and approximately 700 or 23% work in foreign operations. Other than in Sweden, none of our facilities are covered by collective bargaining agreements. Talent Attraction We believe that we are part of the future of environmental solutions, and we continue to differentiate ourselves by attracting top talent that brings diverse perspectives, experiences, and expertise that can help solve some of the toughest environmental challenges our clients face. We are focused on attracting and hiring talented and diverse people while at the same time appreciating each candidates’ career aspirations and development areas. Our internal talent acquisition team has decades of experience that spans industries, enabling them to be forward-thinking, strategic, and anticipatory of talent trends. This team performs the majority of the recruiting and hiring by partnering closely with our business leaders and technical teams to understand their current and future talent needs. We have developed and maintained relationships with external search firms to better inform them regarding our business and talent requirements. We leverage these firms for niche and specialized executive, professional and technical roles. We have also advanced our partnerships with select universities by engaging with 20 top-tier universities across the United States and Canada. As part of our engagement efforts in 2023, we met with over 1,000 students, participated in classroom and school panel presentations, and interviewed and hired numerous talented students. We are committed to continuing this initiative with our 2024 spring and fall university relations campaigns. We believe these campaigns can better enable us to identify and hire top talent for our internships and entry-level full-time roles, as well as to develop a strong talent pipeline for years to come. | | | | | Page-14
| | | | | |
|
| | | | | | | | | | | | | |
| | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
(3) | Mr. Jonna, who was appointed to our Board by Oaktree, resigned from Oaktree and our Board effective June 10, 2022. Prior to his resignation, any director compensation that would have been payable to Mr. Jonna was instead paid to Oaktree.30
|
Stock Ownership Guidelines
Our Board believes that, in order to more closely align the interest of our non-management directors with the long-term interests of our stockholders, all non-management directors should maintain a level of equity interests in the Company’s common stock. Under our Stock Ownership Guidelines, all non-management directors (other than any director appointed pursuant to a contractual right, such as that of Oaktree, the holder of our Series A-2 preferred stock) are expected to hold at least five times the annual cash retainer (currently $450,000) in stock or stock equivalents, subject to a five-year phase-in period following our initial public offering in July 2020, or for subsequent appointments, from the director’s date of appointment. As of January 31, 2023, all of the non-management directors subject to the ownership guidelines exceeded or were on track to meet this requirement. See “Compensation Discussion and Analysis” for a discussion of stock ownership guidelines applicable to our executive officers.
2024 ANNUAL PROXY STATEMENT Finally, we prioritize developing relationships and affiliations with professional organizations that promote underrepresented populations and affinity groups, such as the Society of Women Environmental Professionals. We post our career opportunities on various diversity job boards and have expanded our military recruiting initiative. Employee Engagement We actively engage with our employees to help them gain a deeper understanding our business, to provide them with important updates, and to share information about our recently developed patents and acquired businesses. Periodic town halls led by our CEO and quarterly town halls led by our divisional leaders are used to communicate corporate initiatives, reinforce key messages, recognize employee accomplishments and solicit employee feedback. Our monthly newsletter – Montrose Matters – is another communication channel that allows us to highlight projects, provide sustainability updates and recognize employee accomplishments. Finally, we hold annual meetings with our business leaders to provide state-of-the-business updates, as well as to facilitate team building and recognition of accomplishments. In addition to these all-employee events, we have incorporated into our business a number of additional employee engagement initiatives, including: | | • | | Page-15 Implementing an employee engagement solution known as New Leader and Team Assimilation which accelerates the integration, collaboration and engagement of new leaders with their team by following a structured process that allows leaders to share their vision and strategy and better empowers employees to share their expectations about the new leader; and
| |
| • | | For our newly acquired and integrated businesses, conducting post-integration acquisition surveys to gather feedback and identify potential enhancements to our processes. | |
Additionally, we are planning to conduct an Employee Engagement Survey in 2024 to solicit employee feedback and provide an opportunity for increased employee engagement. Employee Training and Development Our employee-centric model is focused on serving our employees and empowering them to grow both professionally and personally. We make investments in a variety of training and development programs, including mentoring, on-the-job and classroom training, and a tuition reimbursement program. Our employees’ ability to grow and learn reflects directly on Montrose; therefore we also encourage our employees to obtain professional licenses and certifications to stay current in their field. Additionally, we also provide in-house compliance-based training, including on our Code of Conduct and Ethics Policy and Anti-Harassment and Cybersecurity Awareness. We regularly review and update our training and development programs to reflect developments in applicable fields, lessons we have learned and employee feedback. We understand that high-potential and high-performing employees want to be part of an organization making meaningful impacts while also advancing their own careers. Investing in our employees’ professional career paths helps create a sense of belonging and is a key pillar of our retention strategy. Our divisional and corporate leaders work closely with their teams to understand each employee’s career aspirations and to support them in career development. Leaders engage with employees to establish goals aligned with their career aspirations, to identify areas for development and to facilitate their professional growth. Goals and development areas are reviewed during year-end performance reviews. We believe this level of engagement and development, with goal setting and development | |
|
| | | | | | | | | | | | | |
| | | | | | | | | | 31 | | 2023 ANNUAL PROXY STATEMENT |
2024 ANNUAL PROXY STATEMENT plans, is critical for talent development and retention. Moreover, we leverage our internal employee Talent Profile tool for employees to document their career accomplishments, certifications and career aspirations. Our employees use our Talent Profiles to source talent throughout the organization for their projects. We conduct organizational talent reviews to assess our collective talent, evaluate macro-organizational trends, identify and mitigate talent risk, identify successorship opportunities, and enable us to have the talent to meet our goals and serve our clients. In 2023, we held robust calibration exercises and talent review discussions with executive and senior leaders across our business, which resulted in action plans designed to further develop, engage, and retain our talent, build successorship, and meet business objectives. Our Board of Directors and its committees are also regularly updated on our organizational talent reviews and talent development efforts as part of their succession planning oversight. Additionally, we conduct periodic 360-degree feedback surveys for our business leaders. These surveys are essential to understanding leadership strengths, development opportunities and the assembly of each leader’s development plan. Employee Retention and Rewards Core to our talent retention strategy is our carefully designed and comprehensive compensation package. We strive to maintain a fair and equitable compensation program for comparable roles, experience and performance that is independent of employee race, gender, sexual orientation, or other personal characteristics. Annually, we conduct a gender pay equity assessment to allow us to provide equitable compensation for employees performing substantially similar work by job and level across all businesses and all corporate functions, regardless of gender. We conduct annual compensation planning, in which business line and corporate leaders evaluate team members for performance-based salary increases and promotions. We also reward employees’ performance with project-based and annual performance cash bonus program opportunities. We offer long-term equity incentives to a number of our employees under our stock incentive plan. We believe strongly in employee ownership of Montrose, and we believe our equity incentives can help to retain employees and create value for our clients, for our employees and for our stockholders. We also believe in recognizing our employees for their contributions. Our leaders have opportunities to identify and nominate employees who have excelled and gone above and beyond their responsibilities and expectations. These employees are recognized individually, in team settings, or by our CEO in broader settings. Globally, we offer country-specific and what we believe are competitive healthcare, life, and disability insurance, retirement programs and paid time-off programs. Diversity, Fairness and Inclusion At Montrose, diversity, fairness, and inclusion (“DF&I”) are key to fulfilling our Company aspirations to be the future of environmental solutions. Our Board’s Compensation Committee has direct oversight of our DF&I programs, priorities, and strategies. Our DF&I strategies are aimed towards promoting a diverse, inclusive, and fair organization and culture that embraces each person’s unique perspectives and differences such as race, ethnicity, gender identification, sexual orientation, age, religion, culture, military status, title or position in the company, geography, educational background or disability. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 32 | | |
2024 ANNUAL PROXY STATEMENT Our DF&I efforts help to identify the inclusion, fairness, and diversity strengths, issues, and opportunities within our business. Our DF&I committee, established in July 2020, is comprised of employees across our various teams, divisions and geographies and is overseen by our SVP of Human Resources. The committee works to build awareness and formalize employee engagement, training, development and policies that support our DF&I goals and initiatives. Our SVP of Human Resources acts as the committee’s executive sponsor, serving as the liaison between the committee and our executive leadership team, works to formalize the committee’s objectives, and increases communications across Montrose. We aim to build positive environments built on mutual respect, equitable access to opportunities, and appreciation for the value each employee delivers to the Montrose team, our clients and our communities. In furtherance of these efforts, we have deployed mandatory inclusion training to our full-time workforce. Our WeLEAD (Women Empowering Leadership) program, which was established in January 2020, is focused on fostering the recruitment, retention and professional development of women at our company. Our WeLEAD program is developing an alliance of women leaders across Montrose, with a key emphasis on mentorship and talent development, and has successfully recommended policy changes that have been implemented to promote the development and retention of female talent within the organization. Further to its mission, WeLEAD coordinates a formal annual mentorship program, with approximately 100 employees participating in the 2023-2024 program. The program provides a structured environment for one-on-one mentorship, along with facilitated small and large group sessions and events, and a regular newsletter providing topics for conversation and supplemental resources. In 2023, we expanded our employee resource groups (“ERGs”) beyond WeLEAD to include BEAM (Black Employees At Montrose) and PRISM (Pride, Recognition, Identity, Solidarity at Montrose). The ERGs aim to develop communities across business lines that facilitate a support mechanism and foster a sense of inclusion, success sharing and mentorship. BEAM is dedicated to creating an inclusive and equitable workplace where diversity thrives and the unique experiences and perspectives of our Black colleagues are celebrated. BEAM’s mission is to foster an environment where everyone feels valued, supported, and empowered to reach their fullest potential. Leveraging the power of collective advocacy and mentorship to shape the future leaders of the Company, BEAM aims to provide essential tools, initiatives and a platform for professional growth in order to propel its members towards excellence in both their careers and environmental stewardship. PRISM is a collective of LGBTQIA+ employees and supportive non-identifying employees - all dedicated to community outreach and advocacy, creating visibility and promoting leadership development. PRISM’s mission is to promote inclusivity and equity regardless of LGBTQIA+ identity at Montrose by partnering with employees, clients, and vendors, participating in PRIDE events and educating others through shared experiences that influence change in language and policies. We continue our efforts to highlight the diverse perspectives of our employees and the celebration of holidays and commemorative periods throughout the year. The DF&I committee released reflections of employees, internally and externally, and educational communications for holidays, heritage months and various dates dedicated to diverse backgrounds and cultures. Our DF&I committee also actively works with our human resources and talent acquisition teams to expand our recruiting efforts of science, technology, engineering and math professionals, as well as engaging with colleges and professional organizations that promote individuals from underrepresented | |
|
| | | | | | | | | | | |
| | | | | | | | | | 33 | | |
2024 ANNUAL PROXY STATEMENT populations. For example, we have sponsored events for the Society of Women Environmental Professionals to build a long-term relationship. Additionally, the committee, in coordination with our human resources team continues to review our job posting templates for inclusive and fair recruitment language aimed towards facilitating a diverse applicant pool. Further to our DF&I commitments and as part of our sustainability commitments, we have committed to reach gender parity in the workforce by 2040. Community Development Our employees’ dedication to supporting each other has led to the establishment of The Montrose Community Foundation, a non-profit organization formed and operated by our employees for the benefit of our employees. Through its volunteer board, The Montrose Community Foundation uses donations made by employees, board members, clients and others to provide resources to our employees in times of need. Our employees’ dedication of personal time and resources solely for the benefit of their colleagues exemplifies our team-oriented culture. Governance Our human capital strategy is led by our Human Resources function under the direction of our SVP of Human Resources, with active oversight by our Board’s Compensation Committee. The Compensation Committee and Board receive regular updates on human capital matters, including training and development, and related strategic initiatives from our SVP of Human Resources and our executive leadership team. Board and Executive Diversity Our Board of Directors recognizes that diversity is an important factor in providing an appropriate balance of skills, knowledge, experience and perspectives on our Board and in our executive leadership. With the support of our Board, diversity continues to be a focus for recruitment and retention of our workforce and Board members. The following charts reflect the ethnic and racial diversity, age diversity and gender diversity of our Board of Directors. As summarized in “Corporate Governance —Review of Director Nominees”, our Nominating and Corporate Governance Committee and Board consider diversity in evaluation of new board members and seek diverse candidates with skills and experiences to complement and enhance our current Board. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 34 | | |
2024 ANNUAL PROXY STATEMENT 
In addition to the diversity of the Company’s Board of Directors, the Company’s named executive officers are from diverse racial and ethnic backgrounds and genders, as reflected in the following charts: Health, Safety and Wellness Our culture of safety and wellbeing of our employees is supported by a dedicated team of health and safety professionals. Across our organization, we demonstrate our strong commitment to the safety of our employees with frequent communications and systems that actively engage employees and encourage all employee’s input and involvement. The foundation of the safety program is designed so that our employees are sufficiently trained to perform their job duties, have properly operating equipment including correct Personal Protective Equipment such as gloves, eyewear and respirators, job hazards are properly identified, mitigated and planned for prior to work commencement, and the entire process is documented to validate and improve performance. All employee time associated with safety preparation and training is fully paid to employees. Current initiatives include driving safety, chemical safety, job safety planning and job hazard analysis. Furthering our commitment to our employees, we employ a third party occupational medical provider that is available to all employees 24/7 to discuss occupational health concerns. Finally, all our employees have complete stop work authority and can stop any project or task if there is any concern about a safety issue without any fear of retribution. Our dedication and commitment to safety have resulted in us again receiving National Safety Council Award for Operational Excellence. | |
|
| | | | | | | | | | | | 
| | | | | | | | | | 35 | | |
2024 ANNUAL PROXY STATEMENT The Board of Directors PROPOSAL NO. 1 ELECTION OF DIRECTORS1: Election of Directors
Our Board is divided into three classes, Class I, Class II and Class III, each consisting of as near an equal number of directors as possible. Under our certificate of incorporation, the total number of directors will be determined from time to time by our Board. At present, our Board has the number of directors at nine, with one vacancy and three directors in each of Class I and II, and two directors in Class III. Our directors serve staggered terms according to class, so that only a single class of directors shall have terms expiring in any given year. Those who are elected as directors upon expiration of a term shall serve for a three-year term and until the election and qualification of their respective successors in office, or until the director’s earlier death, resignation or removal. The vacancy relates to a Board seat that Oaktree has the right to fill pursuant to the terms of our Series A-2 preferred stock. Oaktree has not replaced Mr. Jonnaits former appointee on the Board of Directors following his resignation onin June 10, 2022. The current terms of our twothree Class IIII directors, Peter M. GrahamJ. Miguel Fernandez de Castro, Vijay Manthripragada and Richard E. Perlman,Robin L. Newmark, will expire at the Annual Meeting. Our Board has nominated Messrs. GrahamFernandez de Castro and PerlmanManthripragada and Dr. Newmark for election as our Class IIII directors with terms expiring at the 20262027 annual meeting of stockholders. Mr. Peter Jonna, the Oaktree designee, who was a Class III director, resigned from the Board in 2022 and his vacancy has not been filled by Oaktree. Please see “The Board of Directors” below for information about the nominees for election as directors and the current members of the Board who will continue serving following the Annual Meeting, their business experience and other pertinent information. Proxies cannot be voted for a greater number of persons than the number of nominees named. If you sign and return the accompanying proxy card or voting instruction form or vote electronically over the Internet or by telephone, your shares will be voted for the election of the twothree nominees recommended by the Board of Directors unless you choose to abstain or vote against any of the nominees. If any nominee for any reason is unable to serve or will not serve, proxies may be voted for such substitute nominee as the proxy holder may determine. The Company is not aware of any nominee who will be unable to or will not serve as a director. The Company did not receive any stockholder nominations for director for the Annual Meeting. Required Vote Directors are elected by a plurality of the votes cast. This means that the twothree individuals nominated for election to the Board of Directors who receive the most “FOR” votes (among votes properly cast in person or by proxy) will be elected. Abstentions and broker non-votes will not affect the outcome of the election of directors. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR EACH OF THE THREE NOMINEES. The Board of Directors unanimously recommends that you vote FOR each of the two Nominees.
| | | | | | | | | | | | 
| | | | | | | | | | 36 | | | | | | | | Page-16
| | | | | | |
2024 ANNUAL PROXY STATEMENT
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
THE BOARD OF DIRECTORS
Overview The Company’s Board of Directors collectively provide a significant breadth of experience, knowledge and ability to effectively represent the interests of stockholders, uphold the Company’s mission and provide a broad set of perspectives. Director Skills and Experience The Board of Directors believes the Board, as a whole, should possess the requisite combination of skills, professional experience, and diversity of backgrounds to oversee the Company’s business. The Board of Directors also believes there are certain attributes each individual director should possess. Accordingly, the Board of Directors and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually as well as in the broader context of the Board’s overall composition and the Company’s current and future needs. The graphic below illustrates the range of skills, professional experience and diversity of backgrounds possessed by our current directors. Our directors also possess other individual skills, professional experience and background qualifications not depicted in the graphic below. 
The Board believes its composition is well-rounded, diverse and independent with the institutional knowledge of longer-tenured directors and fresh perspectives brought by newer directors. Directors have a variety of skills and experiences developed across a broad range of industries which enables effective oversight of the business and aligns with our strategic goals and priorities. Overview of Experience Categories | | • | | Public Company Board Experience –Experience. Director serves or has served on at least one other SEC reporting company boardsboard and has an understanding of the practices and functions of public reporting company board operations and governance matters. | |
| | • | | Financial Sophistication –Sophistication. Director has an understanding of accounting, auditing, tax, banking, insurance, investments, capital structures and/and / or corporate finance activities. | |
| |
|
| | | | | | | | | | | |
| | | | | | | | | | 37 | | |
2024 ANNUAL PROXY STATEMENT | | • | | Strategic Leadership and Management –Management. Director serves or has served in a senior executive position (CEO, COO, CFO or equivalent). |
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
| | • | | International Operations –Operations. Director has experience leading or serving in high-level management positions with companies with operations outside the United States and familiarity with business culture and regulatory framework of non-U.S. operations. | |
| | • | | Environmental, Social and GovernanceGovernance. – Director has experience with environmental, social and governance matters, including climate change risks and opportunities, corporate social responsibility, human capital management, inclusion and diversity, and/and / or corporate culture. | |
| | • | | Innovation and TechnologyTechnology. – Director has experience in research, development, commercialization and/and / or acquisition of innovative technologies. | |
| | • | | Mergers and Acquisitions and IntegrationIntegration. – Director has experience in evaluating, completing and/and / or integrating mergers and acquisitions of businesses. | |
| | • | | Talent/Talent / Organizational DevelopmentDevelopment. – Director has practical experience in recruiting,recruitment, retention, development and compensation of employees, as well as human resources practices, inclusion and diversity programs, and assessment and/and / or development of corporate culture.
| |
| | • | | Risk Management and Cybersecurity –Cybersecurity. Director has experience in risk management and oversight, including cybersecurity. | |
The Nominating and Corporate Governance Committee considers these attributes, as well as others it deems relevant, when conducting searches for new directors, as well as in determining whether to re-nominate an incumbent director or a candidate nominated by a stockholder. As noted above, our Nominating and Corporate Governance Committee is enhancing the skills matrix used to identify skills, experience and qualifications of our existing directors, as well as those of future Board candidates. The following table sets forth the names, ages and background information of the nominees for election as directors and the current members of the Board of Directors who will continue serving following the Annual Meeting, as well as each individual’s specific experience, qualifications and skills that led the Board of Directors to conclude that each such nominee/nominee / director should serve on the Board of Directors. Please refer to Item 1, Business in the Company’s 20222023 Annual Report on Form 10-K for biographical information pertaining to the Company’s executive officers. | | | | | | | | | | | | | | |
|
| | | | | | | | | | | |
| | | | | | | | | | 38 | | | | | | | | Page-18
| | | | | | |
| | | | | | | 2024 ANNUAL PROXY STATEMENT | | | | | | 2023 ANNUAL PROXY STATEMENT |
Class IIII Director Nominees Nominees for Election to a Three-Year Term Expiring at the 20262027 Annual Meeting of Stockholders | | | | | | | | | | | | Name, Skills and Experience | | Age | | Committee(s) | Peter M. Graham
Mr. Graham has been a Director since June 2017. Mr. Graham is a private investor and has been a partner at One Better Ventures LLC, a private advisory and investment company, since June 2017. Mr. Graham served on the board and as chairman of the audit committee of Thrive Acquisition Corporation, a publicly held special purpose acquisition company from September 2021 until January 2023. Previously, Mr. Graham served for seventeen years as chairman of the board of Seventh Generation, Inc., a privately held consumer products company, until it was sold to Unilever PLC in October 2016. Until 2004, Mr. Graham held various positions with Ladenburg Thalmann Group Inc., including Principal, President and Vice Chairman. In addition to serving on the board of directors of a number of public and privately-held companies prior to 2014, including in the role of lead independent director and chair of the audit and compensation committees, Mr. Graham served on the board of directors of ExamWorks Group, Inc. until May 2016, where he served as a member of the audit, compensation and nominating and corporate governance committees.
Mr. Graham’s extensive service on other public and private company boards, including serving as a lead independent director and audit and compensation committee chair, brings important insight and guidance to the Board regarding its responsibilities, including as a public company, as well as best practices in corporate governance. Mr. Graham’s exposure to the investment banking industry contributes extensive knowledge of finance and capital markets to the Board.
| | 68
| | Compensation
(Chair)
Audit
| ✓ Public Company Board Experience
| | ✓ Financial Sophistication
| | ✓ Strategic Leadership and Management
| | | | | | | | | | ✓Environmental, Social and Governance
| | ✓ Risk Management and Cybersecurity
| | | | | | | | | | | | ✓ Talent/Organizational Development
| | ✓ Mergers and Acquisitions and Integrations
| | | | | | |
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
| | | | | | | | | | | | Name, Skills and Experience | | Age | | Committee(s) | Richard E. Perlman
Mr. Perlman has been a Director since December 2013, and Chairman of the Board since July 2019. Mr. Perlman is a co-founder of ExamWorks Group, Inc., a provider of independent medical examination services, and has served as its Co-Executive Chairman since January 2020, and previously served as its Executive Chairman from October 2010 to January 2020. Mr. Perlman is also the Chairman of Compass Partners, LLC, a merchant banking firm specializing in middle market companies, which he founded in 1995. Mr. Perlman’s previous positions include serving as Executive Chairman of TurboChef Technologies, Inc., PracticeWorks, Inc. and AMICAS. Mr. Perlman sits on the boards of various privately-held companies and serves on The Executive Advisory Board of The Wharton School, The Wharton Entrepreneurship Advisory Board and is a part time faculty member of The Wharton School. He is also a board member of The James Beard Foundation and the Boys and Girls Club of Sarasota. Mr. Perlman is a graduate of the Wharton School of the University of Pennsylvania and received his Master of Business Administration from The Columbia University Graduate School of Business.
Mr. Perlman’s qualifications to serve on our Board include his expertise in business and corporate strategy and his strong background with early-stage companies like ours that grew both organically and through strategic acquisitions. His broad experience with other public and private company boards also brings valuable insight and guidance to the Board regarding its responsibilities and best practices in corporate governance. Mr. Perlman’s significant background in banking and other fiscal matters brings meaningful value the Board’s approach to the Company’s financial positioning.
| | 76
| | Compensation
Nominating
and Corporate
Governance
| ✓Committee(s) Public Company Board Experience
| | ✓ Financial Sophistication
| | ✓ Strategic Leadership and Management
| | | | | | | | | | ✓ International Operations
| | ✓ Environmental, Social and Governance
| | ✓ Innovation and Technology
| | | | | | | | | | ✓ Talent/Organizational Development
| | ✓ Mergers and Acquisitions and Integrations
| | ✓ Risk Management and Cybersecurity
| | | | |
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Continuing Directors
Class I Directors Continuing in Office Until the 2024 Annual Meeting of Stockholders
| | | | | | | | | | | | Name, Skills and Experience | | Age | | Committee(s) | J. Miguel FernandezMIGUEL FERNANDEZ de CastroCASTRO |  | | Mr. Fernandez de Castro has been a Director since December 2013. Mr. Fernandez de Castro has served as Co-Chief Executive Officer of ExamWorks Group, Inc., a provider of independent medical examination services, since January 2020, and as Chief Financial Officer of ExamWorks since March 2009. Previously, Mr. Fernandez de Castro served as Senior Executive Vice President of ExamWorks from March 2009 to January 2020. Before ExamWorks, Mr. Fernandez de Castro served first as Senior Vice President and subsequently | | 52 | | Audit | as Chief Financial Officer and Vice President and Controller of TurboChef Technologies, Inc. Before TurboChef, Mr. Fernandez de Castro held various positions with PracticeWorks, Inc. Mr. Fernandez de Castro began his career in the audit services group of BDO Seidman, LLP. Mr. Fernandez de Castro received a Bachelor of Arts in Economics and Spanish and a Masters in Accounting from the University of North Carolina at Chapel Hill. Mr. Fernandez de Castro is a Certified Public Accountant in the State of Georgia. Mr. Fernandez de Castro’s broad executive finance and accounting experience, as well as his professional accounting background, provide the Board with important expertise regarding accounting, financial and treasury matters. This experience also brings to the Board important depth of knowledge regarding public company reporting. | | 51
| | Audit
| ✓ Financial Sophistication ✓ Innovation and Technology ✓ Risk Management and Cybersecurity | | ✓ Strategic Leadership and Management ✓ Talent / Organizational Development | | ✓ International Operations | | | | | | | | | | ✓ Innovation and Technology
| | ✓ Talent/Organizational Development
| | ✓ Mergers and Acquisitions and Integrations |
| |
|
| | | | | | | | | | | |
| | | | | | | | ✓ Risk Management and Cybersecurity
| | | | | | | | |
2024 ANNUAL PROXY STATEMENT | | | | | | | | | Name, Skills and Experience | | | | | Page-21
Age | | | | | | Committee(s) |
| | | | | | VIJAY MANTHRIPRAGADA | 
| | | | | | 2023 ANNUAL PROXY STATEMENT |
| | | | | | | | | | | | Name, Skills and Experience | | Age | | Committee(s) | Vijay Manthripragada
Mr. Manthripragada joined Montrose Environmental as our President in September 2015. In June 2016 Mr. Manthripragada also joined our Board of Directors and, since February 2016, he has served as our President and Chief Executive Officer. Before joining Montrose Environmental, Mr. Manthripragada most recently served as the Chief Executive Officer of PetCareRx, Inc., an e-commerce company, from 2013 to 2015. Prior to PetCareRx, Mr. Manthripragada was at Goldman Sachs where he held various positions from 2006 to 2013. Mr. Manthripragada received his Master of Business | | 47 | | None | Administration from The Wharton School, University of Pennsylvania and his Bachelor of Science in Biology from Duke University. Mr. Manthripragada’s qualifications to serve on the Board include his experience as a president and chief executive officer, which contributes valuable management expertise to the Board’s collective knowledge. Mr. Manthripragada’s Board service also creates a direct, more open channel of communication between the Board and senior management. | | 46
| | None
| ✓ Financial Sophistication ✓ Environment, Social and Governance ✓ Mergers and Acquisitions and Integrations | | ✓ Strategic Leadership and Management ✓ Innovation and Technology ✓ Risk Management and Cybersecurity | | ✓ International Operations ✓ Talent / Organizational Development |
| |
|
| | | | | | | | | | | |
| | | | | | | | ✓ Environmental, Social and Governance
| | ✓ Innovation and Technology
| | ✓ Talent/Organizational Development
| | | | | | | | | | ✓40 Mergers and Acquisitions and Integrations
| | ✓ Risk Management and Cybersecurity
| | | | | | |
2024 ANNUAL PROXY STATEMENT
| | | | | | | | | Name, Skills and Experience | | Age | | | | 2023 ANNUAL PROXY STATEMENT |
| | | | | | | | | | | | Name, Skills and Experience | | Age | | Committee(s) | RobinROBIN L. NewmarkNEWMARK
| 
| | Dr. Newmark has been a Director since January 2020. Dr. Newmark was previously Executive Director Emeritus at the U.S. Department of Energy’s National Renewable Energy Laboratory (NREL), the national laboratory advancing renewable energy and energy efficiency technologies, a position she has held sincefrom September 2018 to January 2021 where she led energy analysis and decision support efforts, with prior positions including Executive Director, Strategic Initiatives, from January 2018 to September 2018, Associate Laboratory Director, Energy Analysis and Decision Support, from 2013 to January 2018, Director, Strategic Energy Analysis Center from 2010 to 2013 and Principal Program | | 67 | | Nominating and Corporate Governance (Chair) | Manager, Planning and Program Development from 2009 to 2010. Prior to her work at NREL, Dr. Newmark conducted research in energy, environment, climate and national security, and held several leadership positions at the Lawrence Livermore National Laboratory, a national laboratory specializing in nuclear weapons, national and homeland security, energy and environmental research, including Deputy Program Director, Energy and Environmental Security, Program Leader and Associate Program Leader, Water and Environment and External Relations Director, Global Security. Dr. Newmark co-invented a suite of award-winning environmental remediation technologies, authored over 100 papers and reports in the open literature and holds five patents. Dr. Newmark previously served on the Board of Directors of a nonprofit organization initiated by the Colorado Governor’s Energy Office as a resource and energy efficiency asset for regional and national stakeholders. Dr. Newmark received a Bachelor of Science in Earth and Planetary Sciences from the Massachusetts Institute of Technology (Phi Beta Kappa), a Master of Science in Earth Sciences (Marine Geophysics) from the University of California at Santa Cruz, a Master of Philosophy in Geophysics and a Doctor of Philosophy in Marine Geophysics from Columbia University. Dr. Newmark brings over 30 years of planning and operations experience across the energy and environmental innovation ecosystem to the Board, from foundational research to technology development, validation and entry into commercial markets. Her experience engaging industry partners and public stakeholders in projects provides invaluable expertise and insight to the Board for pursuing our mission and supporting our clients’ environmental needs. | | 66
| | Nominating
and
Corporate
Governance
(Chair)
| | | | | | ✓ International Operations ✓ Talent / Organizational Development | | ✓ Environmental, Social and Governance ✓ Mergers and Acquisitions and Integrations | | ✓ Innovation and Technology | | | | | | | | | | ✓ Talent/Organizational Development
| | ✓ Mergers and Acquisitions and Integrations
| | ✓ Risk Management and Cybersecurity |
| |
|
| |
| | | | | | | | | | | | | | | | | | | 41 | | | | | | | | Page-23
| | | | | | |
| | | | | | | 2024 ANNUAL PROXY STATEMENT | | | | | | 2023 ANNUAL PROXY STATEMENT |
Continuing Directors Class II Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders | | | | | | | | | | | | Name, Skills and Experience | | Age | | Committee(s) | J. Thomas PresbyTHOMAS PRESBY | 
| | Mr. Presby has been a Director since August 2016. Mr. Presby is a former partner of Deloitte, where, in his 30 years as a partner, he held numerous leadership positions within the United States and abroad, including ten years in Paris and Central Europe developing Deloitte’s global network. Before retiring in 2002, he served seven years as Global Deputy Chairman and Chief Operating Officer. Following his retirement from Deloitte, Mr. Presby has served on the board of directors and as audit committee Chair of nine other publicly listed companies, including American Eagle Outfitters, Inc., ExamWorks Group, Inc., First Solar, Inc., Greenpoint Financial Corp., Invesco Ltd., | | 84 | | Audit (Chair) Compensation | PracticeWorks Inc., Tiffany & Co., TurboChef Technologies, Inc. and World Fuel Services Corp., as well as several privately held companies. He recently retired from the New York Chapter of the National Association of Corporate Directors after more than ten years of service. Mr. Presby previously served as a trustee of Rutgers University, Montclair State University and as director and chairman of the audit committee of The German Marshall Fund of the United States. Mr. Presby received a Bachelor of Science in electrical engineering from Rutgers University and a Master of Science in industrial administration from the Carnegie Mellon University Graduate School of Business. He is a Life Member of the AICPA. Mr. Presby brings a significant level of financial and accounting expertise to the Board, developed at the highest levels during his more than 30-year career with Deloitte, working with numerous listed companies, as well as his extensive resume of audit committee and audit committee chair service for a number of public and private companies. This experience also provides invaluable insight regarding public company reporting matters, as well as a deep understanding of the process of an audit committee’s interactions with the Board, management and the external auditor. | | 83
| | Audit (Chair)
Compensation
| ✓ Public Company Board Experience ✓ International Operations ✓ Talent / Organizational Development | | ✓ Financial Sophistication ✓ Innovation and Technology ✓ Risk Management and Cybersecurity | | ✓ Strategic Leadership and Management | | | | | | | | | | ✓ International Operations
| | ✓ Innovation and Technology
| | ✓ Mergers and Acquisitions and Integrations |
| |
|
| | | | | | | | | | | |
| | | | | | | | ✓ Talent/Organizational Development
| | ✓ Risk Management and Cybersecurity
| | | | | | |
2024 ANNUAL PROXY STATEMENT
| | | | | | | | | Name, Skills and Experience | | Age | | | | 2023 ANNUAL PROXY STATEMENT |
| | | | | | | | | | | | Name, Skills and Experience | | Age | | Committee(s) | JamesJAMES K. PricePRICE
| 
| | Mr. Price has been a Director since December 2013. Mr. Price is a co-founder of ExamWorks Group, Inc., a provider of independent medical examination services, and has served as its Co-Executive Chairman since January 2020. Previously, Mr. Price served as Chief Executive Officer of ExamWorks from October 2010 to January 2020, and as Co-Chairman of the Board and Co-Chief Executive Officer of ExamWorks from 2008 to 2010. Before ExamWorks, Mr. Price served as President, Chief Executive Officer and director of TurboChef Technologies, Inc. and as President, Chief Executive Officer and a director of PracticeWorks, Inc. Mr. Price was a co-founder of AMICAS, Inc. and served | | 65 | | Compensation Nominating and Corporate Governance | as its Executive Vice President and Secretary. Mr. Price has served as an executive officer of American Medcare and also co-founded and was an executive officer of International Computer Solutions. Mr. Price sits on the board of directors of several privately-held companies and non-profit organizations. Mr. Price holds a Bachelor of Arts in marketing from the University of Georgia. Mr. Price’s qualifications to serve on our Board include his expertise in business and corporate strategy and his strong background with early-stage companies like ours that grew both organically and through strategic acquisitions. Mr. Price’s extensive resume as the chief executive officer of other companies also contributes valuable executive and management experience to the Board’s collective knowledge. His broad experience with other public and private company boards also brings important insight and guidance to the Board regarding its responsibilities and best practices in corporate governance. | | 64
| | Compensation
| ✓ Public Company Board Experience ✓ International Operations ✓ Talent / Organizational Development | | ✓ Financial Sophistication | | ✓ Strategic Leadership and Management
| | | | | | | | | | ✓ International Operations
| | ✓ Environmental, Social and Governance | | ✓ Innovation and Technology
| | | | | | | | | | ✓ Talent/Organizational Development
| | ✓ Mergers and Acquisitions and Integrations | | ✓ Strategic Leadership and Management ✓ Innovation and Technology ✓Risk Management and Cybersecurity |
| |
|
| |
| | | | | | | | | | | | | | | | | | | 43 | | |
2024 ANNUAL PROXY STATEMENT | | | | | | | | | Name, Skills and Experience | | | | | Page-25
Age | | | | | | Committee(s) |
| | | | | | JANET RISI FIELD | 
| | | | | | 2023 ANNUAL PROXY STATEMENT |
| | | | | | | | | | | | Name, Skills and Experience | | Age | | Committee(s) | Janet Risi Field
Ms. Risi has been a Director since October 2021. Ms. Risi currently serves aswas previously President and Chief Executive Officer of Independent Purchasing Cooperative, an international supply chain management organization she founded in 1996.1996, until December 2021. Prior to founding Independent Purchasing Cooperative, Ms. Risi was a commodities buyer for Ralston Purina and held a number of other positions within the food industry. Ms. Risi also serves on the board of directors for several private companies and charitable organizations. Ms. Risi received a B.A. in English and a minor in Business from | | 64 | | Nominating and Corporate Governance | DePauw University. Ms. Risi’s qualifications to serve on our Board include her experience founding and growing a successful, international business, which is particularly helpful as we grow our business further and expand internationally, as well as her extensive executive and leadership skills gained over the course of her professional career. Ms. Risi’s service on other public and private company boards, including serving as a compensation committee chair of a public company, brings important insight and guidance to the Board regarding its responsibilities and best practices regarding executive compensation. | | 63
| | None
| | | | | | ✓ Public Company Board Experience ✓ Talent / Organizational Development | | ✓ Strategic Leadership and Management ✓ Environmental, Social and Governance | | ✓ International
Operations ✓ Innovation and Technology |
Class III Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders | | | | | | | | | Name, Skills and Experience | | Age | | Committee(s) | PETER M. GRAHAM | 
| | Mr. Graham has been a Director since June 2017. Mr. Graham is a private investor and has been a partner at One Better Ventures LLC, a private advisory and investment company, since June 2017. Mr. Graham served on the board and as chairman of the audit committee of Thrive Acquisition Corporation, a publicly held special purpose acquisition company from September 2021 until January 2023. Previously, Mr. Graham served for seventeen years as chairman of the board of Seventh Generation, Inc., a privately held consumer products company, until it was sold to Unilever PLC in October 2016. Until 2004, Mr. Graham held various positions with Ladenburg Thalmann Group Inc., | | 69 | | Compensation (Chair) Audit | including Principal, President and Vice Chairman. In addition to serving on the board of directors of a number of public and privately-held companies prior to 2014, including in the role of lead independent director and chair of the audit and compensation committees, Mr. Graham served on the board of directors of ExamWorks Group, Inc. until May 2016, where he served as a member of the audit, compensation and nominating and corporate governance committees. Mr. Graham’s extensive service on other public and private company boards, including serving as a lead independent director and audit and compensation committee chair, brings important insight and guidance to the Board regarding its responsibilities, including as a public company, as well as best practices in corporate governance. Mr. Graham’s exposure to the investment banking industry contributes extensive knowledge of finance and capital markets to the Board. | | | | | | | | | | ✓ Talent/Organizational DevelopmentPublic Company Board Experience | | ✓ Environmental, Social and Governance ✓ Talent / Organizational Development | | ✓ InnovationFinancial Sophistication ✓ Risk Management and
Technology ✓ Mergers and Acquisitions and Integrations | | ✓ Strategic Leadership and Management |
| |
|
| | | | | | | | | | | |
| | | | | | | | | | 44 | | |
2024 ANNUAL PROXY STATEMENT | | | | | | | | | Name, Skills and Experience | | Age | | Committee(s) | RICHARD E. PERLMAN | 
| | Mr. Perlman has been a Director since December 2013, and Chairman of the Board since July 2019. Mr. Perlman is a co-founder of ExamWorks Group, Inc., a provider of independent medical examination services, and has served as its Co-Executive Chairman since January 2020, and previously served as its Executive Chairman from October 2010 to January 2020. Mr. Perlman is also the Chairman of Compass Partners, LLC, a merchant banking firm specializing in middle market companies, which he founded in 1995. Mr. Perlman’s previous positions include serving as Executive Chairman of TurboChef Technologies, Inc., | | 77 | | Compensation Nominating and Corporate Governance | PracticeWorks, Inc. and AMICAS. Mr. Perlman sits on the boards of various privately-held companies and serves on The Executive Advisory Board of The Wharton School, The Wharton Entrepreneurship Advisory Board and is a part time faculty member of The Wharton School. He is also a board member of The James Beard Foundation and the Boys and Girls Club of Sarasota. Mr. Perlman is a graduate of the Wharton School of the University of Pennsylvania and received his Master of Business Administration from The Columbia University Graduate School of Business. Mr. Perlman’s qualifications to serve on our Board include his expertise in business and corporate strategy and his strong background with early-stage companies like ours that grew both organically and through strategic acquisitions. His broad experience with other public and private company boards also brings valuable insight and guidance to the Board regarding its responsibilities and best practices in corporate governance. Mr. Perlman’s significant background in banking and other fiscal matters brings meaningful value the Board’s approach to the Company’s financial positioning. | | | | | ✓ Public Company Board Experience ✓ International Operations ✓ Talent / Organizational Development | | ✓ Financial Sophistication ✓ Environmental, Social and Governance ✓ Mergers and Acquisitions and Integrations | | ✓ Strategic Leadership and Management ✓ Innovation and Technology ✓ Risk Management and Cybersecurity |
| | | | | | | | | | | | | | |
|
| | | | | | | | | | | |
| | | | | | | | | | 45 | | |
2024 ANNUAL PROXY STATEMENT Director Compensation Our non-management directors are eligible to receive compensation for their services on our Board of Directors and its committees in the form of cash retainers and restricted stock awards. On December 15, 2022, our Board approved the annual compensation packages for our non-management directors for their service on our Board of Directors and its committees for the fiscal year ended December 31, 2023 as set forth below, which was unchanged from non-management director compensation for the fiscal year ended December 31, 2022. | | | | | | | | 2023 Director
Compensation
($) | | | Annual Cash Retainer | | 90,000(1) | | | Annual Equity Grant | | 110,000(2) | | | Total Base Compensation | | 200,000 | | | COMMITTEE CHAIR CASH RETAINERS | | | | | Audit | | 50,000 | | | Compensation | | 30,000 | | | Nominating and Corporate Governance | | 10,000 | | | Non-Executive Chair Cash Retainer | | 80,000 |
| (1) | Annual cash retainers are paid quarterly, in arrears. |
| (2) | | | | Page-26 Our non-management directors receive an award of restricted stock, with the number of shares determined by dividing the annual equity grant amount by the closing price of our common stock on the date of the grant (or the prior trading date, if the date of grant falls on a non-trading day), rounded down to the nearest whole share. All restricted stock granted to our non-management directors vest on the one-year anniversary from the date of grant.
| |
Our directors are reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Our directors are also entitled to the protection provided by the indemnification provisions in our bylaws and the indemnification agreements entered into with the directors. Our Board may revise the compensation arrangements for our directors from time to time. | | | | |
|
| | | | | | | | | | | | | |
| | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
CORPORATE SUSTAINABILITY
Our Approach to Sustainability
We believe that achieving and sustaining business excellence is intrinsically tied to understanding our stakeholders’ expectations, acting responsibly as we strive to meet those expectations, and committing to transparency and accountability. As such, we strive to understand, evaluate and address our environmental, social, and governance (ESG) risks, opportunities, and impacts, a practice we believe is foundational to generating value for our stakeholders.
In 2020, we created an ESG working group, which consists of dedicated internal resources and external advisors focused on addressing and reporting on the ESG factors we believe are important to our business. In addition, we hired independent ESG auditors to review the consistency and transparency of the development and reporting of the efforts of our working group, our ESG policies and our ESG data. The work of this group, with oversight from our Nominating and Corporate Governance Committee, culminated in the publication of our inaugural ESG report in 2021. In our second ESG report, published in 2022, working with the knowledge gained from dialogue with our stakeholders, we evolved our disclosures to better meet the expectations of our stockholders, the regulatory environment, and our broader stakeholders. Beyond the ESG report, we have undertaken a materiality assessment to understand—at a more granular level—the expectations of our stakeholders and the potential impacts that various ESG issues could have on our business. Going forward, we will align our strategy and our actions to address key ESG issues.
Addressing the ESG Issues Material to our Business and our Stakeholders
In late 2022, we initiated a formal materiality assessment to identify the ESG issues that pose the greatest risk, opportunity, and/or impact to our business. We believe this assessment will allow us to focus our ESG strategy, goals, programs and efforts on those issues that matter most. In addition to undertaking research and peer benchmarking to better understand relevant ESG issues, we interviewed relevant business leaders and external stakeholders to further understand expectations and priorities. The materiality assessment was also informed by relevant aspects of frameworks including Sustainability Accounting Standards Board (SASB, which is now part of the International Financial Reporting Standards Foundation) sustainability accounting standards, the Task Force on Climate-related Financial Disclosures (TCFD) recommendations, and the UN Sustainable Development Goals (SDGs). We are currently synthesizing and analyzing the information gathered via stakeholder engagement, and will present the results of the materiality assessment in our 2022 Sustainability Report, which will be published in 2023.
Climate Change Impact and Risk
Due to the nature of our business, our operations have a relatively small greenhouse gas (GHG) impact as compared to many industries. However, our business itself can have a significant impact on addressing climate change through the services we offer our clients, many of whom are in carbon-intensive industries. For example, we help clients develop and execute strategies to transition to a lower-carbon future. Our day-to-day focus is on meeting clients’ objectives of reducing environmental impacts from their operations, conserving natural resources, and achieving environmental performance goals.
2024 ANNUAL PROXY STATEMENT The following table sets forth the compensation earned by our non-management directors for the fiscal year ended December 31, 2023: | | | | | | | | | | | | | | | | Name | | Fees Earned or Paid
in Cash
($) | | Stock Awards
($) | | Total
($) | | | | | | J. Miguel Fernandez de Castro | | 90,000 | | 109,998 | | 199,998 | | | | | | Peter M. Graham | | 120,000 | | 109,998 | | 229,998 | | | | | | Robin L. Newmark | | 100,000 | | 109,998 | | 209,998 | | | | | | Richard E. Perlman | | 170,000 | | 109,998 | | 279,998 | | | | | | J. Thomas Presby | | 140,000 | | 109,998 | | 249,998 | | | | | | James K. Price | | 90,000 | | 109,998 | | 199,998 | | | | | | Janet Risi Field | | 90,000 | | 109,998 | | 199,998 |
| (1) | Represents the aggregate grant date fair value of the award of restricted stock granted under the Company’s Amended and Restated 2017 Stock Incentive Plan (the “Stock Plan”) in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“ASC 718”). The fair value reported equals the number of restricted shares granted, which was 2,478, multiplied by the closing price of the Company’s common stock of $44.39 per share on December 30, 2022, the trading day immediately prior to the date of grant. | | | | Page-27
| |
| (2) | The following table sets forth the aggregate number of stock awards and stock options outstanding as of December 31, 2023: | |
| | | | | | | | | | | | | | | | Name | | Aggregate Shares
Subject to
Outstanding Stock
Awards
(#)(a) | | Number of
Securities
Underlying
Exercised Options
(#) Exercisable
(b) | | Number of
Securities
Underlying
Exercised Options
(#)
Unexercisable | | | | | | J. Miguel Fernandez de Castro | | 2,478 | | — | | — | | | | | | Peter M. Graham | | 2,478 | | — | | — | | | | | | Robin L. Newmark | | 2,478 | | — | | — | | | | | | Richard E. Perlman | | 2,478 | | — | | — | | | | | | J. Thomas Presby | | 2,478 | | 10,000 | | — | | | | | | James K. Price | | 2,478 | | — | | — | | | | | | Janet Risi Field | | 2,478 | | — | | — |
| (a) | All 2,478 of the shares reported for each director are shares of restricted stock that vested on January 1, 2024. |
| (b) | Stock options have an exercise price of $9.76 per share of common stock and are fully vested. |
| |
|
| | | | | | | | | | | | | |
| | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
That said, we are aware that we must also understand and address our own climate impacts. We began estimating our Scope 1 and 2 GHG emissions for a select number of locations in 2019, and in our last ESG report we disclosed Scope 1 and 2 GHG emissions for our U.S. operations. Furthermore, we are expanding our disclosures in our forthcoming 2022 Sustainability Report to include our Scope 1 and Scope 2 emissions for our global operations while also focusing on increasing the quality of our source data.
In 2023, we are also undertaking a screening-level analysis of our Scope 3 emissions, in order to understand the climate impact of our value chain. This screening will help us better understand which categories of Scope 3 emissions are most relevant and important to our overall impacts, enabling us to begin developing strategies to better quantify and mitigate those impacts.
Beyond our own impacts, we will continue to assess our climate-related risks and opportunities by leveraging the core elements of the TCFD recommendations: Governance, Strategy, Risk Management, and Metrics and Targets. While we have not yet conducted scenario analysis or quantified the potential financial impacts of climate-related risks and opportunities, we are seeking to better understand which risks and opportunities could have a material impact on our business and will look to formalize this assessment process in the future.
Protecting the Environment through Business Solutions
Montrose’s mission is to help protect the air we breathe, the water we drink, and the soil that feeds us. We are committed to this mission because we believe it is important to work together to protect our environment. The services we provide help our clients comply with environmental regulations, reduce their environmental impact, and manage environmental risk, which ultimately contributes to value creation for our stakeholders. Our teams of experts provide an array of innovative solutions to help measure and reduce GHG emissions and remove contaminants from water. These efforts make a significant and positive impact on the environment and the communities our clients serve.
Stockholder Engagement
Our Board and management value the opportunity to engage with our stockholders to better understand the ESG priorities that matter most to them and to foster consistent and constructive dialogue. In 2022, we presented on all aspects of our business at a number of industry conferences and other investor and analyst meetings which collectively represented a significant portion of our outstanding share base. The feedback and insight from these meetings, in addition to monitoring emerging best practices, policies at other companies and market standards, are considered and evaluated by our Board, its committees, and management to enhance the evolution of our practices.
During the engagements, we discussed our ESG report, corporate governance, executive compensation, and various other matters integral to our business and our company, including relevant ESG issues such as GHG emission reductions, employee health and safety, diversity and inclusion, and human capital management.
We plan to continue increasing stockholder outreach and are working to create a regular cadence of two-way communication opportunities as we seek to understand priorities from all perspectives.
2024 ANNUAL PROXY STATEMENT Stock Ownership Guidelines Our Board believes that, in order to more closely align the interest of our non-management directors with the long-term interests of our stockholders, all non-management directors should maintain a level of equity interests in the Company’s common stock. Under our Stock Ownership Guidelines, all non-management directors (other than any director appointed pursuant to a contractual right, such as that of Oaktree, the holder of our Series A-2 preferred stock) are expected to hold at least five times the annual cash retainer (currently $450,000) in stock or stock equivalents, subject to a five-year phase-in period following our initial public offering in July 2020, or for subsequent appointments, from the director’s date of appointment. As of January 31, 2024, all of the non-management directors subject to the ownership guidelines exceeded or were on track to meet this requirement. See “Compensation Discussion and Analysis” for a discussion of stock ownership guidelines applicable to our executive officers. | | | | | Page-28
| | | | | |
|
| | | | | | | | | | | | | | 
| | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Human Capital Resources
Among our critical stakeholders are our employees. At the heart of our employee-centric model is our focus on regular communication, recruiting, developing, and retaining top talent and skills, and having a diverse, fair and inclusive workforce.
Employees
As of December 31, 2022, we had approximately 2,900 employees, including approximately 2,250 full-time employees in the United States. Approximately 97% of our full-time employees work in our U.S. operations and approximately 3% work in foreign operations. None of our facilities are covered by collective bargaining agreements.
Employee Communication
We continue to advance our employee communication strategy at Montrose. In 2022, we held an annual meeting for key leaders, an annual sales meeting targeting key business development initiatives, and townhalls for all employees and for specific business lines. The townhalls were to update all employees, to share progress on Diversity, Fairness, and Inclusion (“DF&I”) initiatives, and to update individual business lines and divisions. The townhalls, which are open to all employees in the relevant group, provide comprehensive updates about the company or the business line’s talent and people strategy, key operational successes and focus areas, financial updates, and opportunities to ask questions of the leadership team.
In addition to live townhall events, we leverage internal newsletters published by our Human Resources (“HR”) and Marketing departments, respectively. The HR newsletters inform employees of initiatives and accomplishments towards building a better workplace and the Marketing newsletters provide employees with information on new business projects, research and development updates, client updates, upcoming and completed marketing events, and Montrose in the news. Talent Acquisition and Development
In 2022 we established a dedicated Talent Acquisition team that bring decades of combined recruitment experience to allow Montrose to be more competitive in today’s hiring. The team is actively engaged in ensuring the Company’s strong growth profile is matched by the recruitment and development of key talent.
We have also advanced on a number of employee development initiatives in 2022, including:
The launch of our Talent Profile, an internal resume database that allows us to more easily collaborate internally by identifying individuals with particular experience and skills, as well as to understand employee career interests. The Talent Profile has been an important factor in furthering thoughtful career discussions between leaders and employees.
The deployment of onsite Leadership Development Days, aimed at providing leaders with the right insight and tools on a variety of topics to better develop and lead their own teams.
| • | | The launch of the Montrose Leadership Excellence Program, an
8-month48 leadership development program that focuses on building leadership skills for executive-nominated next level leaders and helps prepare them for more prominent leadership roles at Montrose.
|
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
| • | | 360-degree feedback surveys to identify key leader strengths and development opportunities.
|
| • | | Continued investments in training, including online platforms and content, on-the-job training and mentoring, and in person training programs, all of which are reviewed annually, to further employee development and compliance.
|
Compensation and Benefits
We strive to maintain a fair and equitable compensation program for comparable roles, experience and performance that is independent of employee race, gender, sexual orientation or other personal characteristics. Moreover, we consistently review and adjust, as may be needed, salaries in each role, in each level, and in all business and corporate functions to ensure employees are paid fairly based on their positions and qualifications, regardless of gender.
As part of our dedication and commitment to motivating and rewarding our employees, we offer annual cash bonuses based on performance. We also offer equity incentives to a large number of our employees under our stock incentive plans. We believe strongly in employee ownership of Montrose and we believe our approach creates value for our clients, for our employees, for the communities in which our employees live, and for our shareholders.
We conduct annual employee benefit surveys and in 2022 have implemented solutions in response to some of the feedback we received. We expanded our parental leave and continue to offer a robust Employee Assistance Program, which we believe has been a positive impact to our employees’ lives during difficult times.
Engagement
Our employees’ dedication to supporting each other has led to the establishment of The Montrose Community Foundation, a non-profit organization formed and operated by our employees for the benefit of our employees, in 2016. Through its volunteer board, The Montrose Community Foundation uses employee donations to provide resources to our employees in times of need. Our employees’ dedication of personal time and resources solely for the benefit of their colleagues exemplifies our team-oriented culture.
Diversity, Fairness and Inclusion
At Montrose, diversity, fairness, and inclusion are key to fulfilling our Company aspirations to be the future of environmental solutions. Our DF&I Task Force, established in July 2020, continues to build awareness across Montrose and to establish and formalize employee development and policies that support diversity, inclusion and fairness. We conducted a DF&I survey in 2021 with the goal of understanding our employee’s perspectives and assessing areas of opportunity for the Company. The findings are continuing to inform our DF&I mission, vision, and roadmap, including: communicating and educating on DF&I topics, concerns, and holidays; prompting a review of our Montrose Handbook and DF&I-related policies; developing training and education programs on topics such as unconscious bias and inclusion; encouraging participation in community events, such as additional townhalls, supporting local causes, and celebrating our first company Diversity Day; and improving our programs and sharing milestones.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
These roadmap initiatives could not be completed without the engagement of our various Montrose departments. Our operations team, for example, implemented changes intended to make employee gender identification more inclusive, and encouraged existing employees to complete and validate race and veteran status in our internal tracking systems. The DF&I Task Force also works with our executive leadership team and divisional leadership teams to propose changes in policies or work practices. Recent changes to policy include the addition of floating holidays and a dedicated Employee Appreciation & Diversity Day to the Company’s vacation policy, and various diversity, fairness and inclusion efforts globally. We have also deployed mandatory inclusion training to the Company’s full-time workforce, with 97% of such employees having completed the training in 2022, and our Task Force is continuing to evaluate other DF&I related trainings and updates for future roll-outs.
Our DF&I Task Force actively works with our HR and Talent Acquisition teams to expand our recruiting efforts of science, technology, engineering and math professionals, as well as engaging with colleges and professional organizations that promote individuals from underrepresented populations. For example, we have sponsored events for the Society of Women Environmental Professionals in an effort to build a long-term relationship. Additionally, the Task Force, in coordination with HR, now reviews our job posting templates for inclusive and fair recruitment language.
WeLEAD
The Montrose Environmental Group Women Empowering Leadership, or WeLEAD, program, which was established in January 2020, is focused on fostering the recruitment, retention and professional development of women at our company. Our WeLEAD program is developing an alliance of women leaders across Montrose, with a key emphasis on mentorship and talent development. Since the program’s inception, a standardized pay parity effort was launched across the organization to support fair pay across job titles and functions, both for existing employees and for new hires going forward. In addition, several prominent female leaders have been promoted into senior roles within the Company’s science and engineering departments and two female Board members have been added to the Company’s Board of Directors. In coordination with the DF&I Task Force, WeLEAD recently made policy recommendations which have been implemented to promote the development and retention of female talent within the organization. Most recently, based on these recommendations, the Company has adopted a new parental leave policy which expanded paid parental leave, expanded bereavement leave scope to include loss of pregnancy, and WeLEAD is creating a new liaison program for new mothers to navigate parental leave and subsequent return to work.
Further to its mission, WeLEAD has, since 2020, coordinated a formal annual mentorship program for women leaders within our Company.
Health, Safety and Wellness
We offer a spectrum of benefit plans to meet the needs of our diverse employee population, including health, dental, vision, life insurance, and various supplemental plans. In response to the global COVID-19 pandemic, we provided employees with paid time off to help address their personal or family needs during an unprecedented time and Personal Protective Equipment resources and a 24/7 emergency response hotline were and continue to be made available to our teams across the globe.
Our culture of safety and wellbeing of our employees is supported by a dedicated team of health and safety professionals.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Across our organization, we demonstrate our strong commitment of safety to our employees with frequent communications and systems that actively engage employees and encourage all employee’s input and involvement. The foundation of the safety program focuses on ensuring that our employees are sufficiently trained to perform their job duties, have properly operating equipment including correct Personal Protective Equipment such as gloves, eyewear and respirators, job hazards are properly identified, mitigated and planned for prior to work commencement, and the entire process is documented to validate and improve performance. All employee time associated with safety preparation and training is fully paid to employees. Current initiatives include driving safety, job safety planning and job hazard analysis. Further to our commitment to our employees, we employ a third party occupational medical provider that is available to all employees 24/7 to discuss occupational health concerns. Finally, all of our employees have complete stop work authority and can stop any project or task if there is any concern about a safety issue without any fear of retribution.
Our dedication and commitment to safety have resulted in us again receiving National Safety Council Award for Operational Excellence as well as the recognition of our CEO, Vijay Manthripragada as 2022’s CEOs Who “Get It” in recognition of our excellence in safety across our business.
Additionally, CTEH was recognized for having received the Houston Outstanding Safety Performance “Best in Class” award in the ‘Technical Support—Medium’ category by The Houston Area Safety Council and the Houston Business Roundtable, which awards companies who operate regionally for their safety excellence.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Board and Executive Diversity
The following charts reflect the broad ethnic and racial diversity, age diversity and gender diversity of our Board of Directors.2024 ANNUAL PROXY STATEMENT
In addition to the broad diversity of the Company’s Board of Directors, the Company’s named executive officers are from diverse racial and ethnic backgrounds and genders, as reflected in the following charts:
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
AUDIT COMMITTEE MATTERSAudit Committee Matters
Report of the Audit Committee The Audit Committee hereby reports as follows: | | 1. | Management has primary responsibility for the accuracy and fairness of the Company’s consolidated financial statements as well as the processes employed to prepare the financial statements, and the system of internal control over financial reporting. | |
| | 2. | The Audit Committee represents the Board of Directors in discharging its responsibilities relating to the Company’s accounting, financial reporting, financial practices and system of internal controls. As part of its oversight role, the Audit Committee has reviewed and discussed with the Company’s management the Company’s audited consolidated financial statements included in its 20222023 Annual Report on Form 10-K. | |
| | 3. | The Audit Committee has discussed with the Company’s independent registered public accounting firm, Deloitte & Touche LLP, the overall scope of and plans for its audit. The Audit Committee has met with Deloitte & Touche LLP, with and without management present, to discuss the Company’s financial reporting processes and system of internal control over financial reporting in addition to those matters required to be discussed with the independent auditors under the applicable requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. | |
| | 4. | The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche LLP their independence. | |
| | 5. | Based on the review and discussions referred to in paragraphs (1) through (4) above, the Audit Committee recommended to the Board of Directors and the Board of Directors has approved the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20222023 for filing with the SEC. | |
J. Thomas Presby Peter M. Graham J. Miguel Fernandez de Castro | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | 
| | | | |
| | | | | 49 | | | | | | | | Page-34
| | | | | | |
2024 ANNUAL PROXY STATEMENT
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
PROPOSAL NO. 2 2: Ratification of Appointment of Independent Registered Public Accounting Firm The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP, an independent registered public accounting firm, to audit the financial statements of the Company for the year ending December 31, 2023.2024. At the Annual Meeting, stockholders will be asked to ratify the selection of Deloitte & Touche LLP. Deloitte & Touche LLP has audited the Company’s financial statements since 2016. The Company has been advised by Deloitte & Touche LLP that the firm has no relationship with the Company or its subsidiaries other than that arising from the firm’s engagement as auditors, tax advisors and consultants. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she so desires, and is expected to be available to respond to appropriate questions. Neither the Company’s Certificate of Incorporation ornor the Company’s Bylaws require that stockholders ratify the selection of the Company’s independent registered public accounting firm. However, we are requesting ratification because we believe it is a matter of good corporate practice. If the Company’s stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte & Touche LLP, but may, nonetheless, retain Deloitte & Touche LLP as the Company’s independent registered public accountants. Even if the selection is ratified, the Audit Committee in its discretion may change the appointment at any time if it determines that the change would be in the best interests of the Company and its stockholders. Required Vote The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 20232024 will require the affirmative vote of a majority of shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions have the same effect as a vote against the proposal. Broker non-votes, to the extent there are any, will have no effect on the proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE The Board of Directors unanimously recommends that you vote FOR the ratification of the selection of Deloitte
THE RATIFICATION OF THE SELECTION OF DELOITTE & ToucheTOUCHE LLP as the Company’s independent registered public accounting firm for the year ending DecemberAS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 20232024.
| | | | | | | | | | | |
| | | | | | | | | | 50 | | | | | | | | Page-35
| | | | | | |
| | | | | | | 2024 ANNUAL PROXY STATEMENT | | | | | | 2023 ANNUAL PROXY STATEMENT |
Audit and Non-Audit Fees Set forth below are the fees billed to the Company toby its independent registered public accounting firm, Deloitte & Touche LLP, for the fiscal periods indicated.indicated: | | | | | | | | | | | | 2022 ($) | | 2021 ($) | | | | | Audit fees | | 1,551,955 | | 1,831,600 | | | | | Tax fees | | 20,123 | | 291,071 | | | | | Total | | 1,572,078 | | 2,122,671 |
| | | | | | | | | | | | | | 2023($) | | 2022($) | | | | | Audit Fees | | 1,640,000 | | 1,551,955 | | | | | Tax Fees | | 3,017 | | 20,123 | | | | | All Other Fees | | 3,790 | | — | | | | | TOTAL | | 1,646,807 | | 1,572,078 |
Audit Fees Consist of fees for professional services provided in connection with the annual audit of the Company’s consolidated financial statements; the reviews of the Company’s quarterly results of operations and reports on Form 10-Q; and the services that an independent auditor would customarily provide in connection with audits of the Company’s subsidiaries, other regulatory filings, and similar engagements for each fiscal year shown, such as consents and reviews of documents filed with the SEC. Tax Fees Consist of fees for tax compliance, tax advice and tax planning. All Other Fees All other fees consist of subscription fees to the Company’s independent registered public accounting firm’s technical accounting literature site. Pre-Approval Policies and Procedures In connection with our initial public offering, the Board of Directors adopted a written policy for the pre-approval of certain audit and non-audit services which the Company’s independent registered public accounting firm provides. The policy balances the need to ensure the independence of the accounting firm while recognizing that in certain situations the firm may possess both the technical expertise and knowledge of the Company to best advise the Company on issues and matters in addition to accounting and auditing. In general, the Company’s independent registered public accounting firm cannot be engaged to provide any audit or non-audit services unless the engagement is pre-approved by the Audit Committee in compliance with the Sarbanes-Oxley Act of 2002. Certain basic services may also be pre-approved by the Chairman of the Audit Committee under the policy. However, any service that is not specifically pre-approved under the policy must be specifically pre-approved by the Audit Committee if it is to be provided by the independent registered public accounting firm. In determining whether or not to pre-approve services, the Audit Committee determines whether the service is a permissible service under the SEC’s rules, and, if permissible, the potential effect of such services on the independence of the Company’s independent registered public accounting firm. All of the fees identified in the table above were approved in accordance with SEC requirements and pursuant to the policies and procedures described above. | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | 
| | | | | | | | | | 51 | | |
2024 ANNUAL PROXY STATEMENT Compensation Committee Matters Compensation Committee Report The Compensation Committee hereby reports as follows:* | 1. | In fulfilling its oversight responsibilities, the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (CD&A) required by Item 402(b) of Regulation S-K with management; and | |
| 2. | Based on its review and these discussions, has recommended to the Board of Directors that the CD&A be included or incorporated by reference in our fiscal year 2023 Annual Report on Form 10-K and this 2024 Proxy Statement. | |
Peter M. Graham Richard E. Perlman J. Thomas Presby James K. Price | * | This Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, (the “Exchange Act”), whether made before or after the date hereof, unless specifically incorporated by reference therein. | |
| | | | | | | | | | | | | 
| | | | | | | | | | 52 | | |
2024 ANNUAL PROXY STATEMENT Compensation Discussion and Analysis In this Compensation Discussion and Analysis (CD&A), we provide an overview and analysis of our compensation philosophy, programs and policies for our named executive officers (NEOs) in order to provide our stockholders with the information necessary to assess our executive compensation program. For purposes of review and analysis in this 2024 Proxy Statement, our named executive officers for all relevant periods were: | | | Name | | Title | Vijay Manthripragada | | President and Chief Executive Officer | Allan Dicks | | Chief Financial Officer | Nasym Afsari | | General Counsel and Secretary | Joshua W. LeMaire | | Chief Operating Officer | Jose M. Revuelta | | Chief Strategy Officer |
Our Business Since our inception in 2012, our mission has been to help clients and communities meet their environmental goals and needs. According to data derived from a 2023 Environmental Industry Study prepared by Environmental Business International, Inc., or EBI, which we commissioned and update annually, the global environmental industry is estimated to be approximately $1.44 trillion, with $494.0 billion concentrated in the United States. We service complex and often non-discretionary environmental needs of our diverse clients across our three business segments: Assessment, Permitting and Response; Measurement and Analysis; and Remediation and Reuse. Examples of our services include: 
| |
|
| | | | | | | | | | | |
| | | | | | | | | | 53 | | |
2024 ANNUAL PROXY STATEMENT Our industry is highly fragmented with no single market leader. By focusing on environmental solutions, we believe we are uniquely positioned to become a leading platform in the industry. We provide a diverse range of environmental services to our private and public sector clients across the life cycle of their needs—whether they are launching new projects, maintaining operations, decommissioning operations, rehabilitating assets, managing the impacts of climate change or responding to unexpected environmental disruption. Our integrated platform has been a catalyst for our organic growth and we have built on this platform through strategic acquisitions. Innovation is core to our strategy. The world’s environmental challenges continue to grow in number, scope and complexity, and mounting public pressure and regulatory changes continue to drive demand for better information and solutions. We focus on innovation in order to improve the quality of information we can provide to clients (such as more accurately measuring methane and GHG emissions or identifying variations of Per- and polyfluoroalkyl substances, or PFAS, in water) and provide better solutions to their environmental needs (such as the efficient removal of PFAS from contaminated water). We intend to continue innovating by investing in research, development, software development, and technology (directly and through strategic partnerships) to develop better solutions for our clients. We believe these investments—together with our investments in geographic expansion, sales and marketing initiatives, environmental service offerings and strategic acquisitions—will continue to distinguish us in the marketplace. Business and Financial Performance Our revenue and earnings are highly resilient. We are not dependent upon any single service, product, political approach or regulatory framework. We also serve a diverse set of approximately 5,900 clients across a wide variety of end markets and geographies within the private and public sectors. Funding for our services is typically non-discretionary given regulatory drivers and public health concerns. As a result, our business is positioned to be less susceptible to political and economic cycles. Our financial success is driven by both strong organic and acquisition-driven growth, and as a result, our total revenue has grown at a compounded annual growth rate of 28% since 2019. Our environmental focus and reputation have enabled us to attract and retain some of the most highly sought-after employees in our industry. These employees have contributed to our organic growth, differentiated brand, reputation and culture. Our approach has allowed us to successfully and consistently scale our business, and we believe we are well positioned to continue our trajectory and market leadership as we address the growing environmental needs of our clients and communities. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 54 | | |
2024 ANNUAL PROXY STATEMENT Stockholder Return The following graph depicts the total cumulative stockholder return on our common stock from July 23, 2020, the first day of trading of our common stock on the NYSE, through December 31, 2023, relative to the performance of the Russell 2000 Index and MSCI USA ESG Leaders. The graph assumes an initial investment of $100.00 at the close of trading on July 23, 2020 and that all dividends paid by companies included in these indices have been reinvested. The performance shown in the graph below is not intended to forecast or be indicative of future stock price performance. 
Say-on-Pay Vote on Executive Compensation Our Compensation Committee considered the results of the non-binding stockholder advisory vote on the compensation of our named executive officers conducted at the May 9, 2023 annual meeting of stockholders. As reported in our current report on Form 8-K, filed with the SEC on May 11, 2023, approximately 50% of the votes cast on the proposal expressed support for the compensation program offered to our named executive officers as disclosed in last year’s proxy statement (the “Say-on-Pay Vote”). Accordingly, our Compensation Committee took the results of this vote into account as we evaluate our current compensation programs and formulate future programs. In light of this level of support for our Say-on-Pay Vote the Company reached out to stockholders to better understand their views and rationale for their voting decisions as described below. Further, the Board has elected to continue to conduct the Say-on-Pay Vote annually, thereby giving our stockholders the opportunity to provide feedback on the compensation of our NEOs each year. We will be conducting our annual Say-on-Pay Vote as described in Proposal Three of this Proxy Statement at the Annual Meeting. Stockholder Outreach In recent years, we have regularly engaged with our stockholders. Considering the results of our recent say-on-pay, vote we expanded our efforts to proactively reach out to our stockholders and their governance representatives to better understand any concerns they might have. This also provided an opportunity to discuss the Company’s compensation practices and key decisions. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 55 | | |
2024 ANNUAL PROXY STATEMENT As summarized in “Corporate Governance – Stockholder Engagement”, as part of these stockholder engagements, we also discussed topics related to compensation. The summary table below sets forth compensation-related feedback from our stockholders, and the actions the Compensation Committee and Board have taken or plan to take in response to such feedback. | | | Topic | | Response | Our plans for the use of long-term incentives after the five-year performance period of the outperformance grants made in 2021, and the vesting criteria for any such future incentives | | As we begin to approach the end of the five-year performance period of the 2021 outperformance grant, our Compensation Committee will consider various approaches to the continued retention and motivation of our management team based on feedback from our independent compensation advisor and peer group data, as well as input from our stockholders. Our Compensation Committee and Board recognize the importance of alignment of executive compensation with Company performance and stockholder objectives. These factors, along with market data, will be taken into consideration as we develop future compensation programs for our NEOs. | Compensation Committee motivations for implementing outperformance grants in 2021 | | As previously noted in our 2022 Proxy Statement, our 2021 outperformance grants were implemented by the Compensation Committee and Board in order to: ➣ align executive and stockholder interests; ➣ provide a significant portion of total compensation that is long term, performance-based and at risk; and ➣ attract and retain talented executives. | Metrics for achievement of performance targets for 2021 outperformance grants | | As discussed in our 2023 Proxy Statement, and as further elaborated herein, the SARs granted to our NEOs in 2021 have significant stock price hurdles that must be achieved in order for such SARs to be earned and vest. Vesting in full in 2026 would require a 634% increase in the Company’s share price from FY2023. In addition, 50% of the RSUs granted to our CEO, Vijay Manthripragada, are subject to performance criteria, as well as a 5-year vesting timeline, which requires the achievement of a specified EBITDA hurdle for the Company. |
| |
|
| | | | | | | | | | | |
| | | | | | | | | | 56 | | |
2024 ANNUAL PROXY STATEMENT | | | Topic | | Response | Considerations of the Board in determination of executive short-term compensation programs | | As discussed in our 2023 Proxy Statement, our Compensation Committee and Board take into consideration peer group data, benchmark data, individual roles and responsibilities, and performance in developing our short term compensation programs. Our NEO compensation is reviewed and updated every two years, so at the time any adjustments are made, they also take into consideration the expected evolution of the Company for a two year period, as well as the individual NEO’s roles and responsibilities over a broader term, rather than reviewing and adjusting compensation on an annual basis. | Thresholds for achievement of short-term incentive programs | | Our Compensation Committee and Board believe that utilizing adjusted EBITDA and acquired EBITDA as performance measures aligns our NEO compensation directly with the financial performance of the Company and aligns their compensation with the interests of our stockholders. While we do disclose performance thresholds and metrics related to acquired EBITDA, we do not publicly disclose our adjusted EBITDA performance targets, as the information is confidential and any disclosure thereof could cause competitive harm to the Company. |
Our stockholder engagement efforts provided our Compensation Committee and Board representative with valuable input that has shaped our disclosures in this Proxy Statement and will be taken into consideration as we evolve and develop future compensation programs for our NEOs and other executive leaders. The Board acknowledges that transparency and responsiveness is an important component of our governance commitment to stockholders. We remain committed to engaging with our stockholders and value their input and feedback on the compensation and governance practices of the Company. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 57 | | |
2024 ANNUAL PROXY STATEMENT Compensation Program Governance Highlights Our goal is to have the best-in-class compensation program that aligns with our key objectives and our stockholders’ long-term interests. The table below shows the governance best practices that guide our compensation program. | | | | | | | | | | | | | | | | | | | | What We Do (Best Practices) | | | | What We Don’t Allow | | | | | ✓ | | Pay for performance | | × | | No hedging of Company stock by executives or directors. | | | | | ✓ | | Align executive compensation with stockholder returns through long-term incentives. | | × | | No change-in-control severance multiple in excess of three times salary and target bonus. | | | | | ✓ | | Hold annual say-on-pay vote. | | × | | No excise tax gross-ups in executive agreements. | | | | | ✓ | | Enforce strict insider trading policies – and enforce blackout trading periods for executives, directors and others within the organization. | | × | | No re-pricing or cash buyout of underwater stock options or stock appreciation rights (“SARs”) allowed. | | | | | ✓ | | Set meaningful stock ownership guidelines for executives and directors. | | × | | No excessive perquisites or benefits. | | | | | ✓ | | Set a maximum individual payout limit on our Bonus Program and for our equity awards. | | × | | No guaranteed compensation either annually or multi-year. | | | | | ✓ | | Retain an independent compensation consultant reporting directly to the Compensation Committee. | | × | | No uncapped incentive plans | | | | | ✓ | | Link incentive compensation to a clawback policy with a 3-year lookback | | | | |
Compensation Philosophy and Highlights We are a stockholder value driven organization and our compensation philosophy is designed to motivate and retain top executive talent and drive organizational performance that is in the best interest of our stockholders in the long term. We are committed to a pay for performance philosophy and have designed our compensation programs in accordance with these objectives. To reward both short- and long-term performance, the objectives of our executive compensation program are to: | | 1. | Page-36 Align executive and stockholder interests;
| |
| 2. | Provide a significant portion of total compensation that is long term, performance-based and at risk; and | |
| 3. | Attract and retain talented executives. | |
With our goal of becoming a global leader in the growing environmental industry, our leadership and culture are critical, define who we are and are foundational to our business performance. Given the sizable opportunities we believe are ahead of us in the evolving environmental industry and the potential for us to continue creating stockholder value, it is vital that we maintain our executive officer leadership team to the maximum extent possible. | |
|
| | | | | | | | | | | | | |
| | | | | | | | | | 58 | | |
2024 ANNUAL PROXY STATEMENT The following are key highlights of our fiscal year 2023 compensation program for our NEOs: | • | | CEO and other NEOs did not receive any salary increases; | |
| • | | NEOs received a short-term incentive annual bonus payout for 2023 based on company performance, which was capped; | |
| • | | M&A cash bonus eligibility was capped; and | |
| • | | No additional equity grants to NEOs as previously disclosed. | |
Compensation Process Role of the Compensation Committee The Compensation Committee is responsible to our Board of Directors for oversight of our executive compensation programs. The Compensation Committee consists of independent directors and is responsible for the review and approval of all aspects of our programs. Among its duties, the Compensation Committee is responsible for: | • | | Considering input from our stockholders; | |
| • | | Reviewing and assessing competitive market data; | |
| • | | Reviewing the chief executive officer’s performance and determining the chief executive officer’s compensation; | |
| • | | Reviewing and approving incentive plan goals, achievement levels, objectives and compensation recommendations for the NEOs and other executive officers; | |
| • | | Evaluating the competitiveness of each executive’s total compensation package to ensure that we can attract and retain critical management talent; and | |
| • | | Approving any changes to the total compensation programs for the NEOs including, but not limited to, base salary, annual bonuses, long-term incentives and benefits. | |
Following review and discussion, the Compensation Committee or the Board, as applicable, approves the executive compensation of our executive officers. The Committee is supported in its work by our Senior Vice President of Human Resources and our General Counsel, as well as the Compensation Committee’s independent compensation consultant. Role of the Independent Compensation Consultant The Compensation Committee has historically retained the services of Aon’s Human Capital Solutions Practice, a division of Aon plc (“Aon”), in accordance with the Compensation Committee’s charter. In 2023, the Compensation Committee changed its independent compensation consultant to Exequity LLP (“Exequity”) to first advise with respect to compensation for fiscal year 2024. During the partial year in which Aon was engaged as independent compensation consultant, and the balance of the year when Exequity was engaged as independent compensation consultant, each reported directly to the Compensation Committee. The Compensation Committee retains sole authority to hire or terminate the independent compensation consultant, approves its professional fees, determines the nature and scope of its services and evaluates its performance. A representative of the independent | |
|
| | | | | | | | | | | |
| | | | | | | | | | 59 | | |
2024 ANNUAL PROXY STATEMENT compensation consultant attends Compensation Committee meetings and communicates with the Compensation Committee chair between meetings, as requested. The Compensation Committee makes or recommends to the Board all final decisions regarding executive compensation. In advising with respect to fiscal year 2022 compensation, which remained unchanged for fiscal year 2023, Aon’s role included the following: | • | | Advising the Compensation Committee on director and executive compensation trends and regulatory developments; | |
| • | | Assisting with the design of our executive compensation structure, including both short and long-term incentive programs; | |
| • | | Developing a peer group of companies for determining competitive compensation rates; | |
| • | | Providing a total compensation study for executives against peer companies; | |
| • | | Providing advice to the Compensation Committee on corporate governance best practices, as well as any other areas of concern or risk; | |
| • | | Serving as a resource to the Compensation Committee chair for meeting agendas and supporting materials in advance of each meeting; | |
| • | | Reviewing and commenting on proxy statement disclosure items, including review of the CD&A; and | |
| • | | Advising the Compensation Committee on management’s pay recommendations. | |
The Compensation Committee has assessed the independence of each of Aon and Exequity as required by the SEC and NYSE listing standards. The Compensation Committee reviewed its relationship with Aon during their engagement, and its relationship with Exequity, and considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. Based on this review, the Compensation Committee concluded that there are no conflicts of interest raised by the work performed by each of Aon and Exequity, and that each of Aon and Exequity is independent. Role of Management For executive officers other than himself, our CEO makes pay recommendations to the Compensation Committee based on competitive market data from our independent compensation consultants, perspectives from our independent compensation consultant on labor market dynamics, an assessment of individual performance and company financial performance. His recommendations to the Compensation Committee establish appropriate and market-competitive compensation opportunities for our NEOs, consistent with our overall pay philosophy. Our CEO and the Compensation Committee also review and approve the short-term incentive metrics and goals for the upcoming year and any new long-term incentive grants. The Compensation Committee reviews and discusses the recommendations, in conjunction with the Compensation Committee’s independent compensation consultant, in making compensation decisions or recommendations to the full Board. No officer participates directly in the final deliberations or determinations regarding his or her own compensation package. For CEO pay decisions, the Compensation Committee independently solicits data and perspectives from our independent compensation consultant and independently establishes compensation opportunities consistent with our overall pay philosophy. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 60 | | |
2024 ANNUAL PROXY STATEMENT Pay Mix Our mix of total target compensation in 2023 included significant portions of variable “at-risk” compensation and retentive equity compensation to incentivize a long-term focus and align their interests with those of our stockholders. Of the regular 2023 annual target compensation opportunity of our CEO: | • | | 88% was equity based incentives; | |
Of the regular 2023 annual target compensation opportunity of our other NEOs, on average: | • | | 84% was equity-based incentives; | |
These calculations reflect the following: | • | | 2021 One-Time Long-Term Outperformance Equity Grant. As disclosed in our 2022 CD&A, on December 16, 2021, our NEOs received a one-time Long-Term Outperformance Equity Grant with significant stock price performance vesting hurdles. Consistent with our philosophy and objectives at the time of that grant, these provide long term equity incentives for a five-year period for each recipient. Given the five-year performance period of such grants, we have included 1/5th of the grant date value for the 2021 one-time Long-Term Outperformance Equity Grants in the compensation mix calculations above, even though the current values of such awards is less. For Mr. Manthripragada, 50% of his RSUs granted in 2021 are performance based and subject to the Company achieving certain EBITDA hurdles, as discussed in our CD&A. | |
| o | None of the performance-based SARs or CEO performance-based RSUs have vested or been earned through the date of this Proxy Statement and are forfeitable if specified performance levels are not achieved within the allotted performance period. | |
| • | | 2023 Equity Grants. No new equity grants made to our NEOs in 2023. | |
| • | | Our NEOs received an Acquisition Based Bonus for fiscal year 2023, which is further described in the CD&A. The Acquisition Based Bonus program is designed to provide NEOs with the opportunity to earn cash bonuses as a percentage of acquired adjusted EBITDA for acquisitions that closed between January 1, 2023 and December 31, 2023. The Acquisition Based Bonus reflected in the compensation mix calculations above assumes a target of $12.5 million of acquired adjusted EBITDA, and such Acquisition Based Bonus has a maximum payout at $25.0 million of acquired adjusted EBITDA. | |
Peer Group / Benchmarking Periodically, the Compensation Committee reviews total compensation market data provided by its independent consultant. The Compensation Committee approves the peer group used for comparisons prior to commencement of the pay study. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 61 | | |
2024 ANNUAL PROXY STATEMENT During 2021, management and the Compensation Committee performed a comprehensive review of potential peer companies. The following criteria were used to develop a peer group for Aon’s December 2021 pay study: | • | | Industries. Construction and Engineering, Environmental and Facilities Services, Industrial Machinery, Oil and Gas Refining and Marketing, Renewable Energy, Research and Consulting Services and Semiconductor Equipment; | |
| • | | Company Size. Widened the annual revenue range to approximately 0.3 times to 4 times our annual revenues, with a secondary focus on market capitalization, to recognize our significant growth / M&A strategy and to capture more potential peer companies; | |
| • | | Competitors. Companies that compete with us for business and management talent. | |
The following peer group was approved and used in Aon’s December 2021 study to assist with fiscal year 2022 pay decisions. As further described herein, fiscal year 2023 pay programs were unchanged from fiscal year 2022. Bolded companies were new peers for Aon’s December 2021 pay study. Casella Waste Systems, Inc. | • | | CECO Environmental Corp. |
| • | | Covanta Holding Corporation |
| • | | Evoqua Water Technologies |
Heritage-Crystal Clean, Inc. | • | | Ormat Technologies, Inc. |
Lydall, Inc. and The Gorman-Rupp Company were removed from the prior year peer group based on industry classification. The Compensation Committee uses multiple reference points to establish targeted total compensation opportunities. The Compensation Committee reviews competitive market data from: | 1. | Its compensation consultant’s annual total compensation study of peer companies; and | |
| 2. | Broader U.S. compensation surveys for similar-sized companies to inform its decisions about overall compensation opportunities and specific pay elements. | |
The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning. A similar study was conducted in 2023 to inform 2024 pay decisions and will be described in next year’s proxy statement. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 62 | | |
2024 ANNUAL PROXY STATEMENT Timing of Compensation Decisions Pay recommendations for our executives, including our executive officers, are typically made by the Committee at a meeting or meetings in the last quarter of the year. These meetings are typically held around the same time as our budget for the subsequent fiscal year is being finalized. This timing allows the Committee to have a complete anticipated financial performance picture prior to making compensation decisions. In advance of these fourth quarter meetings, the Committee often has multiple pre-meetings or other off-cycle discussions to give thorough consideration to labor market dynamics, market data, executive performance, and the appropriate amount and structure of compensation for our executives. Decisions with respect to prior fiscal year performance typically are made at the Committee’s or the Board’s first regularly scheduled meeting for the fiscal year. Further, any equity awards approved by the Committee or the Board at this meeting are dated two weeks following the date of the meeting. Stock options and other equity incentive awards are typically approved by the Board at our regular quarterly meetings. The exceptions to this timing are awards to executives who are promoted or hired from outside of the Company during the fiscal year. These executives may receive equity awards effective or dated, as applicable, as of the date of their promotion or hire or the next nearest scheduled Compensation Committee or Board meeting. Compensation Elements Consistent with our philosophy and our commitments when the outperformance grants were made in 2021, the compensation program for our NEOs in fiscal year 2023 consisted of an annual base salary plus annual cash incentives and did not include any additional equity incentives. For comparative purposes, the Summary Compensation Table includes the compensation earned by or paid to our NEOs during the fiscal years ended December 31, 2021, December 31, 2022 and December 31, 2023. Summary of Compensation Elements The compensation paid to our NEOs in fiscal year 2023 was composed of the following components, which are further described herein: | | | Compensation Element | | Performance Period | Base Salary | | Fiscal Year 2023 | Organic Growth Cash Bonus | | Fiscal Year 2023 | Acquisition Based Cash Bonus | | Fiscal Year 2023 |
| |
|
| | | | | | | | | | | |
| | | | | | | | | | 63 | | |
2024 ANNUAL PROXY STATEMENT Base Salary The base salaries of our NEOs align with the scope and complexity of their roles, their capabilities, and with prevailing market conditions. The table below shows our NEOs’ base salaries for 2023 and the percentage increase from their respective base salaries in 2022. As shown in the table below, there were no changes in 2023 to our NEO base compensation. | | | | | Name | | 2023 Base
Salary
($) | | Change from
Year 2022 | | | | | Vijay Manthripragada | | 775,000 | | 0% | | | | | Allan Dicks | | 450,000 | | 0% | | | | | Nasym Afsari | | 450,000 | | 0% | | | | | Joshua W. LeMaire | | 475,000 | | 0% | | | | | Jose M. Revuelta | | 475,000 | | 0% |
Annual Cash Bonus In 2023, our NEOs were eligible to earn incentives based on fiscal year performance under two programs: the Organic Growth Bonus and the Acquisition Based Bonus. Both plans were designed to reward our NEOs who attain superior annual performance in key areas that we believe create long-term value for stockholders and were designed based on market practices. Total target cash bonuses in fiscal year 2023 for our NEOs were as follows, and as further described herein: | | | | | | | | | Name | | Target
Organic
Growth
Performance
Based Bonus
(Cash) | | Acquisition
Based Bonus
(Cash) | | Total Target
Cash Bonus | | Total Target
Cash Bonus
as a
Percentage
of Base
Salary | | | | | | | Vijay Manthripragada | | $462,500 | | 2.5% | | 775,000 | | 100% | | | | | | | Allan Dicks | | $190,000 | | 1.0% | | 315,000 | | 70% | | | | | | | Nasym Afsari | | $167,500 | | 1.0% | | 292,500 | | 65% | | | | | | | Joshua W. LeMaire | | $270,000 | | 0.5% | | 332,500 | | 70% | | | | | | | Jose M. Revuelta | | $82,500 | | 2.0% | | 332,500 | | 70% |
(1) Assumes $12.5 million of acquired adjusted EBITDA for purposes of calculating Total Target Cash Bonus. See “Acquisition Based Cash Bonus (Fiscal Year 2023 Performance Period)” below. Organic Growth Cash Bonus (Fiscal Year 2023 Performance Period) The Organic Growth Cash Bonus program was designed to provide NEOs with the opportunity to earn cash bonuses based on the achievement of specific Company-wide adjusted EBITDA goals in | |
|
| | | | | | | | | | | |
| | | | | | | | | | 64 | | |
2024 ANNUAL PROXY STATEMENT fiscal year 2023. Our Compensation Committee and Board believe that using adjusted EBITDA as a performance metric for a portion of our NEOs’ annual target compensation program rewards our NEOs for organically growing the Company in a profitable manner and, given that adjusted EBITDA is a commonly used measure of Company performance and proxy for cash generation by our investors, is an appropriate metric. Each of our NEOs was eligible to earn an incentive under this plan based on achievement of budgeted adjusted EBITDA as approved by our Board for the year and excluding any EBITDA from businesses acquired in 2023. The threshold for eligibility under the plan requires achievement of at least 93% of the fiscal year pre-acquisition budget approved by our Board and reaches its maximum payout at achievement of 107% of the fiscal year pre-acquisition budget. The plan is formulaic: for every 1% above or below target, the aggregate value of the bonus amount is increased or reduced by 14.3%, not to exceed 200% of the target amount. The table below sets forth the threshold, target and maximum Organic Growth Cash Bonus amounts approved for each NEO for fiscal year 2023 and the actual payout amounts earned by each NEO. The Company’s fiscal year 2023 performance exceeded 107% of the 2023 pre-acquisition adjusted EBITDA threshold for the Organic Growth Cash Bonus for fiscal year 2023. Therefore, our NEOs earned the maximum Organic Growth Cash Bonus in fiscal 2023. The Company does not publicly-disclose its adjusted EBITDA performance targets, as the information is confidential and any disclosure thereof could cause competitive harm to the Company, but the Compensation Committee believed that achievement of the target goal was challenging and would have required substantial performance. In addition, as noted above, utilizing adjusted EBITDA as a performance measure aligns our NEO compensation directly with the financial performance of the Company and aligns their compensation with the interests of our stockholders. The amounts earned under the Organic Growth Cash Bonus for fiscal year 2023, were paid in cash to the NEOs following the close of the fiscal year and are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. | | | | | | | | | Name | | 2023
Threshold
($) | | 2023 Target
($) | | 2023
Maximum
($) | | Actual
($) | | | | | | | Vijay Manthripragada | | 66,138 | | 462,500 | | 925,000 | | 925,000 | | | | | | | Allan Dicks | | 27,170 | | 190,000 | | 380,000 | | 380,000 | | | | | | | Nasym Afsari | | 23,953 | | 167,500 | | 335,000 | | 335,000 | | | | | | | Joshua W. LeMaire | | 38,610 | | 270,000 | | 540,000 | | 540,000 | | | | | | | Jose M. Revuelta | | 11,798 | | 82,500 | | 165,000 | | 165,000 |
(1) Threshold for minimum bonus payout required achievement of 93% of pre-acquisition adjusted EBITDA budget, which would result in a payment of 14.3% of target. (2) Maximum bonus payout capped at achievement of 107% of pre-acquisition adjusted EBITDA budget, which would result in a maximum payment of 200% of target. Acquisition Based Cash Bonus (Fiscal Year 2023 Performance Period) The Acquisition Based Bonus program is designed to provide NEOs with the opportunity to earn cash bonuses as a percentage of acquired adjusted EBITDA for acquisitions that closed between January 1, | |
|
| | | | | | | | | | | |
| | | | | | | | | | 65 | | |
2024 ANNUAL PROXY STATEMENT 2023 and December 31, 2023. The minimum Acquisition Based Bonus amount for all NEOs was $0.00 and the aggregate cap for the Acquisition Based Bonus payable for all NEOs was $1,750,000.00. Strategic acquisitions are one of the catalysts for our historical and continued growth, and as such, our Compensation Committee and Board believe that incorporating acquired adjusted EBITDA into our NEO compensation program appropriately incentivizes our NEOs to pursue and complete strategic acquisitions. In addition to organic growth, acquisitions of strategic businesses in our industry continues to be a part of the Company’s growth strategy, and as such, aligning our NEO compensation to acquisitive growth further aligns our compensation to value creation for our stockholders. In fiscal year 2023, the Company completed the following five acquisitions, as further described in our Annual Report on Form 10-K, which contributed an aggregate of $8.34 million of acquired adjusted EBITDA. | | | | | | | Acquired Business | | Date of
Acquisition | | Segment | | Location | | | | | Frontier Analytical Laboratories | | January 3, 2023 | | Measurement and Analysis | | El Dorado Hills, CA | | | | | Environmental Alliance, Inc. | | February 1, 2023 | | Remediation and Reuse | | Wilmington, DE | | | | | GreenPath Energy LTD | | May 1, 2023 | | Measurement and Analysis | | Calgary, Canada | | | | | Matrix Solutions, Inc. | | June 1, 2023 | | Remediation and Reuse | | Calgary, Canada | | | | | Vandrensning ApS | | July 31, 2023 | | Remediation and Reuse | | Copenhagen, Denmark |
The table below shows each NEO’s 2023 Acquisition Based Bonus eligibility as a percentage of acquired adjusted EBITDA and the amounts earned by each NEO in 2023. Such Acquisition Based Bonus amounts were paid in cash to the NEOs at the end of the fiscal year and, except as noted in footnote 5 to the Summary Compensation Table below, are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Minimum Acquisition Based Bonus for each NEO for fiscal year 2023 was $0, and the fiscal year 2023 Acquisition Based Bonus calculation was capped at a maximum of $25.0 million of Acquired EBITDA. | | | | | Name | | Percentage
of Acquired
EBITDA | | Actual
($) | | | | | Vijay Manthripragada | | 2.5% | | 208,457 | | | | | Allan Dicks | | 1.0% | | 83,383 | | | | | Nasym Afsari | | 1.0% | | 83,383 | | | | | Joshua W. LeMaire | | 0.5% | | 41,691 | | | | | Jose M. Revuelta | | 2.0% | | 166,765 |
Equity-Based Incentive Compensation Our equity-based long-term incentive compensation program is the compensation link between the NEOs decision making and the long-term outcomes of those decisions. We believe that a strong | |
|
| | | | | | | | | | | |
| | | | | | | | | | 66 | | |
2024 ANNUAL PROXY STATEMENT reliance on long-term equity-based compensation is advantageous because this type of compensation fosters a long-term commitment by NEOs and motivates them to improve the long-term market performance of our stock that is in the best interest of our stockholders in the long term. As described in our 2022 Proxy Statement, our CEO, other NEOs and certain other executive officers were awarded long term equity incentives in 2021 with five-year vesting schedules in order to incentivize these individuals to continue creating long-term stockholder value, providing strong leadership for the Company, and working as one team. As a result, no additional equity grants were made to our NEOs in fiscal year 2023. None of the performance criteria for the long-term equity incentives granted to our NEOs in 2021 were met during fiscal year 2023. Those performance awards contained aggressive performance parameters that included attaining stock price hurdles (for the SARs) and achieving EBITDA goals (for the CEO performance RSU awards). All of these awards may be forfeited if performance conditions are not achieved within the articulated performance periods. A fulsome description of these awards can be found in the Company’s 2022 proxy statement. A summary of the performance criteria is shown below. 2021 SAR Vesting Criteria SARs may become earned ratably based on three stock price hurdles. Any shares earned by the fifth anniversary of grant will vest at the end of the performance period and any shares not earned by the fifth anniversary of the grant are forfeited. The table below shows the performance achievement hurdles expressed as a percentage of the Company’s 2023 fiscal year ending stock price and illustrates the level of stockholder value that would be created at each vesting hurdle: | | | | | | | | | FYE 2023
Price | | Vesting
Hurdles | | Percentage of
SARs Earned | | Percentage of
FYE23 Price | | Market Cap
Growth if Hurdles
Achieved* | | | | | | | $32.13 | | $133.58 | | 33% | | 416% | | $3,063,790,000 | | | | | | | | | | $166.98 | | 67% | | 520% | | $4,072,470,000 | | | | | | | | | | $200.37 | | 100% | | 624% | | $5,080,848,000 |
* Assumes 30.2 million common shares outstanding. 2021 Performance RSU Vesting Criteria (CEO Only) In order for this award to vest, the Company must achieve $90 million adjusted EBITDA for any trailing 12-month period from and after December 31, 2022, and the earned portion, if any, will vest on the fourth and/or fifth anniversaries of the date of grant. As we approach the end of the five-year performance period of the long-term equity incentives granted to our NEOs in 2021, our Compensation Committee will consider various approaches to the retention and motivation of our management team based on feedback from Exequity, our independent compensation advisor, peer group data, and our stockholders, in developing new long term equity incentive plans for our NEOs. Severance Policy The Company adopted and maintains the Montrose Environmental Group, Inc. Executive Severance Policy (the “Severance Policy”), effective as of January 1, 2020, which is further described below. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 67 | | |
2024 ANNUAL PROXY STATEMENT Consistent with the Company’s compensation philosophy, the Compensation Committee believes the interests of stockholders are best served if the interests of our executive officers are aligned with those of our stockholders. To this end, the Company provides change-in-control severance benefits to our executive officers under the Company’s Executive Severance Plan to reduce any reluctance of our executive officers to pursue or support potential change-in-control transactions that would be beneficial to our stockholders. The Company adopted the plan with the purpose of promoting the continued employment and dedication of our executive officers without distraction in the face of a potential change-in-control transaction. The Severance Policy also provides severance benefits in the event of certain qualifying terminations following a change-in-control. The Compensation Committee believes the Executive Severance Plan provides important protection to the Company’s executive officers, is consistent with the practices of peer companies and is appropriate for the attraction and retention of executive talent. The Company’s Severance Policy is described in further detail below. Retirement Plans We maintain the Montrose Environmental Group 401(k) Savings Plan, a tax qualified 401(k) defined contribution plan, for the benefit of our employees. Under the 401(k) plan, employees (including the current NEOs) are permitted to elect to reduce their current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to the 401(k) plan. We are also permitted to make contributions up to the legally prescribed limits on behalf of all eligible employees to the 401(k) plan. We have historically made a matching contribution of 100% of each participant’s salary deferral up to 3% of his or her compensation and 50% of each participant’s salary deferral for the next 1% of his or her compensation. The amount of any such matching contribution made on behalf of a NEO is reflected in the “All Other Compensation” column of the Summary Compensation Table below. Other Benefits Our named executive officers, like all full-time employees, are eligible to participate in our health and welfare benefit plans. We do not provide any other perquisites to our NEOs. Stock Ownership Guidelines Our Board believes that, in order to more closely align the interests of our NEOs and other designated officers with the long-term interests of the Company’s stockholders, all NEOs and other designated officers should maintain a minimum level of equity interests in the Company’s common stock. Such stock ownership guidelines are based on the value of common stock owned as a multiple of base salary. The guidelines will be reviewed annually and revised as appropriate to keep pace with competitive and good governance practices. The multiples are set based upon each officer’s position, as set forth below: | | | Position | | Stock Ownership Multiple | Chief Executive Officer | | 6x Base Salary | Other Executive Officers Directly Reporting to CEO | | 3x Base Salary | Other Designated Executives | | 1x Base Salary |
| |
|
| | | | | | | | | | | |
| | | | | | | | | | 68 | | |
2024 ANNUAL PROXY STATEMENT As of January 31, 2023, all of our Named Executive Officers exceeded or were on track to meet this requirement. The determination of stock ownership includes the following: | • | | Shares owned directly (including through open market purchases); | |
| • | | Shares owned jointly with or separately by the individual’s spouse; | |
| • | | Shares held in trust for the benefit of the individual, the individual’s spouse, and / or the individual’s children; and | |
| • | | Unvested time-based restricted stock awards or restricted stock units. | |
The value of vested unexercised stock options, unearned performance-based RSUs and unearned performance-based SARs (i.e., the Outperformance Equity Grant) are not included in the determination of stock ownership. Clawback Policy (Compensation Recoupment) In order to further align executive compensation with the interests of our stockholders and to support good governance practices, in 2023 we adopted a robust clawback policy consistent with the requirements of the final Exchange Act Rule 10D-1 and NYSE listing standards. This policy applies to our NEOs and other executives and is applicable to all compensation granted, earned, or vested, based in whole or in part on the Company’s attainment of a financial reporting measure. The policy has a three-year lookback period and allows recoupment of an award in the case of an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws (including any such correction that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period). Anti-Hedging Policy The Company has adopted an insider trading policy which, among other things, prohibits our directors, officers, employees and consultants from engaging in the following types of transactions in Company securities: short-term trading; short sales; transactions involving options or derivatives; and hedging transactions. Tax Deductibility (162m) Pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, compensation above $1,000,000.00 is generally non-deductible for any executive officer who was subject to Section 162(m) in fiscal year 2018 or, beginning with fiscal year 2019, has served as our chief executive officer or chief financial officer or has been one of our three highest-paid other executive officers. The Company’s objectives are not always consistent with the requirements for full deductibility. Therefore, deductibility is not the sole factor used in setting the appropriate compensation levels paid by the Company and decisions leading to future compensation levels may not be fully deductible under Section 162(m). We believe this flexibility enables us to respond to changing business conditions or to an executive’s exceptional individual performance. | |
|
| | | | | | | | | | | | 
| | | | | | | | | | 69 | | |
2024 ANNUAL PROXY STATEMENT Executive Compensation Tables Summary Compensation Table The table below summarizes information concerning the compensation awarded to, earned by or paid to our NEOs during the fiscal years ended December 31, 2021, December 31, 2022 and December 31, 2023. | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | Salary(1)
($) | | Bonus
($) | | Stock
Awards(2)
($) | | Option
Awards(2)
($) | | Non-Equity
Incentive Plan
Compensation(3)
($) | | All Other
Compensation(4)
($) | | Total
($) | Vijay Manthripragada President and Chief Executive Officer | | 2023 | | 775,000 | | - | | - | | - | | 1,133,457 | | 13,200 | | 1,921,657 | | | 2022 | | 775,000 | | - | | - | | 1,062,764 | | 121,200 | | 12,200 | | 1,971,164 | | | 2021 | | 600,000 | | - | | 42,239,198 | | 14,943,673 | | 638,380 | | - | | 58,421,251 | Allan Dicks Chief Financial Officer | | 2023 | | 450,000 | | - | | - | | - | | 463,383 | | 13,200 | | 926,583 | | | 2022 | | 450,000 | | - | | - | | 531,382 | | 48,480 | | 12,200 | | 1,042,062 | | | 2021 | | 400,000 | | - | | 15,085,457 | | 5,632,258 | | 159,595 | | 1,819 | | 21,279,128 | Nasym Afsari General Counsel and Secretary | | 2023 | | 450,000 | | - | | - | | - | | 418,383 | | 13,200 | | 881,583 | | | 2022 | | 450,000 | | - | | - | | 531,382 | | 48,480 | | 12,200 | | 1,042,062 | | | 2021 | | 400,000 | | - | | 15,085,457 | | 5,632,258 | | 159,595 | | 1,819 | | 21,279,128 | Joshua W. LeMaire Chief Operating Officer | | 2023 | | 475,000 | | - | | - | | - | | 581,691 | | 13,200 | | 1,069,891 | | | 2022 | | 475,000 | | 35,000(5) | | - | | 531,382 | | 24,240 | | 11,733 | | 1,077,355 | | | 2021 | | 400,000 | | - | | 15,688,837 | | 5,632,258 | | 159,595 | | 1,853 | | 21,882,544 | Jose M. Revuelta Chief Strategy Officer | | 2023 | | 475,000 | | - | | - | | - | | 331,765 | | 13,200 | | 819,965 | | | 2022 | | 475,000 | | - | | - | | 531,832 | | 96,960 | | 12,200 | | 1,115,542 | | | 2021 | | 400,000 | | - | | 15,688,837 | | 5,632,258 | | 159,595 | | 1,853 | | 21,882,544 |
(1)The amount in this column reflects the amount of salary earned during the applicable calendar year. See CD&A for more details regarding NEOs’ salaries. (2)These columns reflect the full grant-date fair value of time-and performance-based restricted stock units, stock options and stock appreciation rights granted during the applicable year as measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718. These amounts do not correspond to the actual value that may be recognized by the NEOs upon vesting or exercise of the applicable awards. See Note [18] to our audited consolidated financial statements contained in our annual report on Form 10-K for the fiscal year ended December 31, 2023. The amounts listed for 2021 include performance-based SARs, which represent $13,797,000 of the Option Awards listed for Mr. Manthripragada, and $5,058,900 of the Option Awards listed for our other NEOs, and which are subject to the achievement of material outperformance hurdles and if earned, vest at the five-year anniversary of grant. Further, $20,119,599 of the Stock Awards listed for Mr. Manthripragada in 2021 are subject to the achievement of performance hurdles and vest, if earned, at the four- or five- year anniversary of the date of grant. All Stock Awards and SARs granted to our NEOs in fiscal year 2021 were one-time awards covering a five-year compensation period. (3)We maintain a non-equity incentive plan for executives, as described in more detail in the CD&A. The amounts reported represent the 2021, 2022 and 2023 Acquisition Based Bonus described therein earned for the years ended December 31, 2021, December 31, 2022 and December 31, 2023, for which payment was made in January 2022, January 2023 and December 2023, respectively, and for 2021 and 2023, amounts earned under the NEO’s 2021 and 2023 Organic Growth Cash Bonus, which were paid in the first quarter of the respective subsequent years. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 70 | | |
2024 ANNUAL PROXY STATEMENT (4)The amount reported represents the Company’s match of contributions to a 401(k) plan, which plan is described in the CD&A. (5)Represents a discretionary amount awarded to Mr. LeMaire under the Acquisition Based Bonus program as described in more detail in the 2023 CD&A. Grants of Plan Based Awards in Fiscal Year 2023 The following table sets forth awards granted to our NEOs in fiscal year 2023. | | | | | | | | | | |  | |  | |  | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY
INCENTIVE PLAN AWARDS | | |  | |  | |  | | | | | | | | Vijay Manthripragada | | Organic Growth (Cash) | | N/A | | 66,138 | | 462,500 | | 925,000 | | | Acquisition Based (Cash)(1) | | N/A | | - | | 208,457 | | - | | | | | | | | Allan Dicks | | Organic Growth (Cash) | | N/A | | 27,170 | | 190,000 | | 380,000 | | | Acquisition Based (Cash)(1) | | N/A | | - | | 83,383 | | - | | | | | | | | Nasym Afsari | | Organic Growth (Cash) | | N/A | | 23,953 | | 167,500 | | 335,000 | | | Acquisition Based (Cash)(1) | | N/A | | | | 83,383 | | | | | | | | | | Joshua W. LeMaire | | Organic Growth (Cash) | | N/A | | 38,610 | | 270,000 | | 540,000 | | | Acquisition Based (Cash)(1) | | N/A | | - | | 41,691 | | - | | | | | | | | Jose M. Revuelta | | Organic Growth (Cash) | | N/A | | 11,798 | | 82,500 | | 165,000 | | | Acquisition Based (Cash)(1) | | N/A | | - | | 166,765 | | - |
(1)Amounts listed reflect actual amounts earned by our NEOs in fiscal year 2023 under the Acquisition Based Bonus program, and which were paid in fiscal year 2023. The Acquisition Based Bonus program for fiscal year 2023 did not have a target. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 71 | | |
2024 ANNUAL PROXY STATEMENT Existing Agreements with Named Executive Officers | | | | | Vijay Manthripragada: | | We entered into an offer letter with Mr. Manthripragada on July 13, 2015, for the position of President. Mr. Manthripragada was subsequently appointed CEO and President on February 17, 2016. On June 23, 2016, the Company provided Mr. Manthripragada with an executive compensation letter pursuant to which, among other things, Mr. Manthripragada was entitled to a $2,000,000 cash payment upon the occurrence of a change in control or the effectiveness of an initial public offering of the Company, subject to his continued employment through such date. Mr. Manthripragada received the $2,000,000 payment following consummation of the Company’s initial public offering (“IPO”) in July 2020. | | | Allan Dicks: | | We entered into an offer letter with Mr. Dicks on August 8, 2016, for the position of Chief Financial Officer. On August 8, 2016, the Company provided Mr. Dicks with an executive compensation letter pursuant to which, among other things, Mr. Dicks was entitled to a $1,000,000 cash payment upon the occurrence of a change in control or the effectiveness of an initial public offering of the Company, subject to his continued employment through such date. Mr. Dicks received the $1,000,000 payment following consummation of the IPO. | | | Nasym Afsari: | | We entered into an offer letter with Ms. Afsari on October 14, 2014, for the position of General Counsel. On June 23, 2016, the Company provided Ms. Afsari with an executive compensation letter, which was supplemented on September 14, 2017, pursuant to which, among other things, Ms. Afsari was entitled to a $1,000,000 cash payment upon the occurrence of a change in control or the effectiveness of an initial public offering of the Company subject to her continued employment through such date. Ms. Afsari received the $1,000,000 payment following consummation of the IPO. | | | Joshua W. LeMaire: | | We entered into an offer letter with Mr. LeMaire on July 2, 2015, for the position of Vice President, Business Development and Marketing. Mr. LeMaire was subsequently appointed Chief Operations Officer on June 28, 2017. On June 23, 2016, the Company provided Mr. LeMaire with an executive compensation letter, pursuant to which, among other things, Mr. LeMaire was entitled to a $1,000,000 cash payment upon the occurrence of a change in control or the effectiveness of an initial public offering of the Company subject to his continued employment through such date. Mr. LeMaire received the $1,000,000 payment following consummation of the IPO. | | | Jose M. Revuelta: | | We entered into an offer letter with Mr. Revuelta on March 4, 2014, for the position of Vice President. Mr. Revuelta was subsequently appointed Chief Strategy Officer on June 28, 2017. On June 23, 2016, the Company provided Mr. Revuelta with an executive compensation letter, pursuant to which, among other things, Mr. Revuelta was entitled to a $1,000,000 cash payment upon the occurrence of a change in control or the effectiveness of an initial public offering of the Company subject to his continued employment through such date. Mr. Revuelta received the $1,000,000 payment following consummation of the IPO. |
| |
|
| | | | | | | | | | | |
| | | | | | | | | | 72 | | |
2024 ANNUAL PROXY STATEMENT Outstanding Equity Awards at 2023 Fiscal Year End The following table provides information on stock options, restricted stock units and stock appreciation rights granted to the NEOs that were outstanding on December 31, 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | | | | | | | | | | | | |  | |  | |  | |  | |  | |  | |  | |  | |  | |  | | | | | | | | | | | | | 
| | 6/23/2016 | | 209,125 | | - | | - | | 6.03 | | 6/23/2026 | | - | | - | | - | | - | | | 1/10/2019(2) | | 34,100 | | - | | - | | 24 | | 1/10/2029 | | - | | - | | - | | - | | | 1/1/2020(2) | | 37,783 | | - | | - | | 31.6 | | 1/1/2030 | | - | | - | | - | | - | | | 7/22/2020(3) | | 71,520 | | 71,521 | | - | | 15 | | 7/22/2030 | | - | | - | | - | | - | | | 1/1/2021(2) | | 24,196 | | 12,099 | | - | | 30.96 | | 1/1/2031 | | - | | - | | - | | - | | | 3/18/2021(4) | | 21,125 | | - | | - | | 47.72 | | 3/18/2031 | | - | | - | | - | | - | | | 12/16/2021 | | - | | - | | 900,000(5) | | 66.79 | | 12/16/2031 | | - | | - | | - | | - | | | 12/16/2021 | | - | | - | | - | | - | | - | | 316,209(6) | | 10,159,795 | | - | | - | | | 12/16/2021 | | - | | - | | - | | - | | - | | - | | - | | 316,209(7) | | 10,159,795 | | | 2/28/2022(4) | | 71,006 | | - | | - | | 44.11 | | 2/28/2032 | | - | | - | | - | | - | | | | | | | | | | | | | 
| | 12/13/2016 | | 62,500 | | - | | - | | 9.76 | | 12/13/2026 | | - | | - | | - | | - | | | 1/10/2019(2) | | 20,460 | | - | | - | | 24 | | 1/10/2029 | | - | | - | | - | | - | | | 1/1/2020(2) | | 18,892 | | - | | - | | 31.6 | | 1/1/2030 | | - | | - | | - | | - | | | 7/22/2020(3) | | 35,760 | | 35,761 | | - | | 15 | | 7/22/2030 | | - | | - | | - | | - | | | 1/1/2021(2) | | 12,098 | | 6,050 | | - | | 30.96 | | 1/1/2031 | | - | | - | | - | | - | | | 3/18/2021(4) | | 10,563 | | - | | - | | 47.72 | | 3/18/2031 | | - | | - | | - | | - | | | 12/16/2021 | | - | | - | | 330,000(5) | | 66.79 | | 12/16/2031 | | - | | - | | - | | - | | | 12/16/2021 | | - | | - | | - | | - | | - | | 225,864(6) | | 7,257,010 | | - | | - | | | 2/28/2022(4) | | 35,503 | | - | | - | | 44.11 | | 2/28/2032 | | - | | - | | - | | - | | | | | | | | | | | | | 
| | 6/23/2016 | | 43,348 | | - | | - | | 6.03 | | 6/23/2026 | | - | | - | | - | | - | | | 1/10/2019(2) | | 20,460 | | - | | - | | 24 | | 1/10/2029 | | - | | - | | - | | - | | | 1/1/2020(2) | | 18,892 | | - | | - | | 31.6 | | 1/1/2030 | | - | | - | | - | | - | | | 7/22/2020(3) | | 35,760 | | 35,761 | | - | | 15 | | 7/22/2030 | | - | | - | | - | | - | | | 1/1/2021(2) | | 12,098 | | 6,050 | | - | | 30.96 | | 1/1/2031 | | - | | - | | - | | - | | | 3/18/2021(4) | | 10,563 | | - | | - | | 47.72 | | 3/18/2031 | | - | | - | | - | | - | | | 12/16/2021 | | - | | - | | 330,000(5) | | 66.79 | | 12/16/2031 | | - | | - | | - | | - | | | 12/16/2021 | | - | | - | | - | | | | | | 225,864(6) | | 7,257,010 | | | | | | | 2/28/2022(4) | | 35,503 | | - | | - | | 44.11 | | 2/28/2032 | | | | | | | | |
| |
|
| | | | | | | | | | | |
| | | | | | | | | | 73 | | |
2024 ANNUAL PROXY STATEMENT | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 
| | 6/23/2016 | | 154,709 | | - | | - | | 6.03 | | 6/23/2026 | | - | | - | | - | | - | | | 1/10/2019(2) | | 6,820 | | - | | - | | 24 | | 1/10/2029 | | - | | - | | - | | - | | | 1/1/2020(2) | | 12,595 | | - | | - | | 31.6 | | 1/1/2030 | | - | | - | | - | | - | | | 7/22/2020(3) | | 35,760 | | 35,761 | | - | | 15 | | 7/22/2030 | | - | | - | | - | | - | | | 1/1/2021(2) | | 12,098 | | 6,050 | | - | | 30.96 | | 1/1/2031 | | - | | - | | - | | - | | | 3/18/2021(4) | | 10,563 | | - | | - | | 47.72 | | 3/18/2031 | | - | | - | | - | | - | | | 12/16/2021 | | - | | - | | 330,000(5) | | 66.79 | | 12/16/2031 | | - | | - | | - | | - | | | 12/16/2021 | | - | | - | | - | | | | | | 234,898(6) | | 7,547,273 | | | | | | | 2/28/2022(4) | | 35,503 | | - | | - | | 44.11 | | 2/28/2032 | | - | | - | | - | | - | | | | | | | | | | | | | 
| | 9/2/2014 | | 50,000 | | - | | - | | 5.72 | | 9/2/2024 | | - | | - | | - | | - | | | 6/23/2016 | | 137,875 | | - | | - | | 6.03 | | 6/23/2026 | | - | | - | | - | | - | | | 1/10/2019(2) | | 20,460 | | - | | - | | 24 | | 1/10/2029 | | - | | - | | - | | - | | | 1/1/2020(2) | | 18,892 | | - | | - | | 31.6 | | 1/1/2030 | | - | | - | | - | | - | | | 7/22/2020(3) | | 35,760 | | 35,761 | | - | | 15 | | 7/22/2030 | | - | | - | | - | | - | | | 1/1/2021(2) | | 12,098 | | 6,050 | | - | | 30.96 | | 1/1/2031 | | - | | - | | - | | - | | | 3/18/2021(4) | | 10,563 | | - | | - | | 47.72 | | 3/18/2031 | | - | | - | | - | | - | | | 12/16/2021 | | - | | - | | 330,000(5) | | 66.79 | | 12/16/2031 | | - | | - | | - | | - | | | 12/16/2021 | | - | | - | | - | | - | | - | | 234,898(6) | | 7,547,273 | | | | | | | 2/28/2022(4) | | 35,503 | | - | | - | | 44.11 | | 2/28/2032 | | - | | - | | - | | - |
(1)Calculated by multiplying the number of restricted stock units by $32.13, the closing price of our common stock on December 29, 2023. (2)1/3 of the shares subject to the options vest on each anniversary of the grant date. (3)50% of the shares subject to the option will vest on the two-year anniversary of the grant date and the remaining 50% will vest on the four-year anniversary of the grant date. (4)50% of the shares subject to the option vest on the six-month anniversary of the grant date, and the remaining 50% vest on the twelve-month anniversary of the grant date. (5)The earned portion of the SARs shall vest, if at all, on the fifth anniversary of the date of grant based on achievement of outperformance hurdles over a five year period, subject to continued service. The performance hurdles shall be deemed achieved if the average trading price per share of the Company’s common stock equals or exceeds the applicable stock price performance hurdle set forth below for the trading days falling in a consecutive 20-day period prior to the vesting date. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 74 | | |
2024 ANNUAL PROXY STATEMENT | | | SAR Stock Price Performance Hurdle | | Portion of SARs Subject to Performance Hurdle | $133.58 (200% of grant price) | | 1/3 | $166.98 (250% of grant price) | | 1/3 | $200.37 (300% of grant price) | | 1/3 |
(6)50% of the RSUs vest on each of the fourth and fifth anniversaries of the date of grant, subject to the NEO’s continued service through each such date. (7)50% of the Performance RSUs vest on each of the fourth and fifth anniversaries of the date of grant, subject to Mr. Manthripragada’s continued service through each such date and further subject to achievement of the Performance Criteria (as defined below). If the Performance Criteria is not met prior to the fourth anniversary of the date of grant, none of the Performance RSUs will vest at such time, and if the Performance Criteria is subsequently met prior to the fifth anniversary of the date of grant, all of the Performance RSUs will vest at such time, subject to continued service through such date. If the Performance Criteria is not met by the fifth anniversary of the date of grant, all of the Performance RSUs will be forfeited. The “Performance Criteria” will be met if the Company achieves $90M in adjusted EBITDA (as reported) for any trailing twelve-month period from and after December 31, 2022, which shall be measured quarterly for purposes of determining if the Performance Criteria has been met. Option Exercises and Stock Vested in Fiscal Year 2023 Our NEOs did not exercise any options nor vest in any stock awards during fiscal year 2023. Potential Payments Upon Termination or Change In Control The Company maintains certain arrangements and plans under which the NEOs are eligible to receive cash severance, equity vesting and other benefits upon termination of employment with the Company, or upon a change in control. These arrangements are part of our overall compensation program, and are tailored to our goal of attracting, motivating, and retaining our executives. These carefully structured change in control and severance benefits allow our NEOs to focus their attention on the Company’s business and on any proposed corporate transaction without undue concern for the impact of the transaction on their own employment or financial situations. Severance Policy The Company adopted and maintains the Montrose Environmental Group, Inc. Executive Severance Policy (the “Severance Policy”), effective as of January 1, 2020. Under the Severance Policy, in the event any NEO is terminated other than for Cause, death or Disability or resigns for Good Reason (each as defined in the Severance Policy) and subject to the execution and delivery of a general release of claims against the Company, the NEO is eligible for base salary continuation for a period of 12 months in an amount equal to two times base salary in the case of the Chief Executive Officer or one times base salary for all other NEOs, payable over a period of 12 months; provided, however, that if the involuntary termination occurs within two years following a Change in Control (as defined in the Severance Policy): | 1. | Payment of the base salary continuation shall be made in lump sum; and | |
| 2. | All outstanding and unvested equity incentive awards previously granted to the NEO shall immediately vest in full, with performance-based awards vesting based on the assumption | |
| |
|
| | | | | | | | | | | |
| | | | | | | | | | 75 | | |
2024 ANNUAL PROXY STATEMENT | that the target level of performance has been achieved, subject to any more specific terms set forth in an equity grant award agreement (as described below). | |
This Severance Policy supersedes the change in control payments and benefits set forth in all existing agreements with NEOs summarized above in the section captioned “Existing Agreements with Named Executive Officers.” Voluntary Termination other than for Good Reason or Termination for Cause The NEO would receive no payments or other benefits upon a voluntary termination of employment that did not meet the requirements of a Good Reason termination or following a termination for Cause, in either case as those terms are defined in the Severance Policy. Unvested RSUs, Performance RSUs, SARs and options would not vest and would be forfeited. Death, Disability, Termination Not for Cause or Resignation for Good Reason Not in Connection with a Change in Control The NEO would be eligible for continuation of base salary in an amount as described above under the Severance Policy if the NEO’s employment was terminated for a reason other than for Cause, if the NEO resigned for Good Reason, or as a result of the NEO’s death or disability. Unvested RSUs, Performance RSUs, SARs and options would not vest and would be forfeited. Change in Control The NEOs’ outstanding RSUs and options will vest in full upon the change in control if the NEO remains employed until a Change in Control occurred. Similarly, if the Performance RSUs performance criteria was met before or in connection with a Change in Control, and if any of the performance-based SAR stock price hurdles were met before the Change in Control occurred or would vest based on the consideration to be received in a Change in Control, the Performance RSUs would vest and the SARs would vest as to such tranche of SARs if the NEO remains employed until the Change in Control date. The phrase “Change in Control” is defined to generally include: | • | | The acquisition of beneficial ownership of 50% or more of the combined voting power of the then outstanding shares of the Company; | |
| • | | The directors constituting the Company’s Board of Directors on October 25, 2017, cease to constitute a majority of the Board together with new members appointed by a majority of directors then serving as directors; | |
| • | | The merger or consolidation of the Company with another corporation, which results in the Company’s stockholders holding less than 50% of the combined voting securities of the surviving company; or | |
| • | | The complete liquidation or dissolution of the Company, or a sale or disposition of all or substantially all of the Company’s assets (with certain exceptions). | |
Termination After Change in Control The NEO would be eligible for a lump sum cash payment in an amount as described above under the Severance Policy if the NEO was terminated from employment within two years following a Change in Control. Unvested RSUs, Performance RSUs, SARs and options would vest, with performance-based equity vesting at the target level of achievement, subject to any more specific terms set forth in an equity grant award agreement. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 76 | | |
2024 ANNUAL PROXY STATEMENT The following table sets forth information with respect to the value of payments or vesting acceleration, as applicable, such NEO would be entitled to receive assuming that there occurs as of December 31, 2023: (1) the NEO’s death, disability, Termination not for Cause or Good Reason Termination; and (2) a Change in Control: | | | | | | | | | VIJAY MANTHRIPRAGADA | | | | | | | Executive Severance Policy upon Termination or Change in Control | | Not for Cause or
Good Reason
($) | | Death or
Disability
($) | | Change in Control
($) | | Change in Control Termination
($) | | | | | | | Cash Severance | | 1,550,000(1) | | 1,550,000(1) | | 0 | | 1,550,000(1) | | | | | | | Stock Options(2) | | 0 | | 0 | | 1,239,311(3) | | 1,239,311(3) | | | | | | | Restricted Stock Units | | 0 | | 0 | | 10,159,795(4) | | 10,159,795(4) | | | | | | | Performance Restricted Stock Units | | 0 | | 0 | | 0(5) | | 0(5) | | | | | | | TOTAL | | 1,550,000 | | 1,550,000 | | 11,399,106 | | 12,949,106 |
| | | | | | | | | ALLAN DICKS | | | | | | | Executive Severance Policy upon Termination or Change in Control | | Not for Cause or Good Reason ($) | | Death or Disability ($) | | Change in Control ($) | | Change in Control Termination
($) | | | | | | | Cash Severance | | 450,000(1) | | 450,000(1) | | 0 | | 450,000(1) | | | | | | | Stock Options(2) | | 0 | | 0 | | 619,664(3) | | 619,664(3) | | | | | | | Restricted Stock
Units | | 0 | | 0 | | 7,257,010(4) | | 7,257,010(4) | | | | | | | TOTAL | | 450,000 | | 450,000 | | 7,876,675 | | 8,326,675 |
| | | | | | | | | NASYM AFSARI | | | | | | | Executive Severance Policy upon Termination or Change in Control | | Not for Cause or Good Reason
($) | | Death or Disability
($) | | Change in Control
($) | | Change in Control Termination
($) | | | | | | | Cash Severance | | 450,000(1) | | 450,000(1) | | 0 | | 450,000(1) | | | | | | | Stock Options(2) | | 0 | | 0 | | 619,664(3) | | 619,664(3) | | | | | | | Restricted Stock
Units | | 0 | | 0 | | 7,257,010(4) | | 7,257,010(4) | | | | | | | TOTAL | | 450,000 | | 450,000 | | 7,876,675 | | 8,326,675 |
| |
|
| | | | | | | | | | | |
| | | | | | | | | | 77 | | |
2024 ANNUAL PROXY STATEMENT | | | | | | | | | JOSHUA W. LEMAIRE | | | | | | | Executive Severance Policy upon Termination or Change in Control | | Not for Cause or Good Reason
($) | | Death or Disability
($) | | Change in Control
($) | | Change in Control Termination
($) | | | | | | | Cash Severance | | 475,000(1) | | 475,000(1) | | 0 | | 475,000(1) | | | | | | | Stock Options(2) | | 0 | | 0 | | 619,664(3) | | 619,664(3) | | | | | | | Restricted Stock
Units | | 0 | | 0 | | 7,547,273(4) | | 7,547,273(4) | | | | | | | TOTAL | | 475,000 | | 475,000 | | 8,166,937 | | 8,641,937 |
| | | | | | | | | JOSE M. REVUELTA | | | | | | | Executive Severance Policy upon Termination or Change in Control | | Not for Cause or Good Reason
($) | | Death or Disability
($) | | Change in Control
($) | | Change in Control Termination
($) | | | | | | | Cash Severance | | 475,000(1) | | 475,000(1) | | 0 | | 475,000(1) | | | | | | | Stock Options(2) | | 0 | | 0 | | 619,664(3) | | 619,664(3) | | | | | | | Restricted Stock
Units | | 0 | | 0 | | 7,257,010(4) | | 7,257,010(4) | | | | | | | TOTAL | | 475,000 | | 475,000 | | 8,166,937 | | 8,641,937 |
(1)The amount shown is equal to one times (two times for Mr. Manthripragada) the base salary at time of termination. (2)The vesting of any tranche(s) of unvested SARs will depend on whether any of the stock price hurdles were met prior to the Change in Control or whether any such tranche of unvested SARs would vest based on the value of the consideration to be received in the Change of Control. No amount is included in respect of such SARs because the stock price of $32.13 at December 29, 2023 did not exceed any of the stock price hurdles of the SARs. (3)All unvested stock options will vest immediately prior to the consummation of a Change in Control. The amount shown is the value of all unvested stock options based on the difference between the exercise price and the stock price of $32.13 at December 29, 2023. (4)All unvested restricted stock units will vest upon a Change in Control. The amount shown is the market value of all unvested restricted stock units based on the stock price of $32.13 on December 29, 2023. (5)The vesting of Performance Restricted Stock Units will depend on whether the adjusted EBITDA performance hurdle has been achieved prior to a Change in Control. No amount is included in respect of such Performance Restricted Stock Units because the performance hurdle had not been achieved as of December 29, 2023. CEO Pay Ratio For fiscal year 2023, the annual total compensation for the median employee of the Company (other than our CEO) was $[ ] and the annual total compensation of our CEO was $1,921,657.00. Based on this information, for fiscal year 2023 the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was [] to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 78 | | |
2024 ANNUAL PROXY STATEMENT We identified our median employee from among our employees as of December 31, 2023, the last day of our fiscal year. To identify our median employee, we used a “total direct compensation” measure consisting of: | 1. | Fiscal year 2023 annual base pay (salary or gross wages for hourly employees, including paid leave), which we annualized for any permanent employees who commenced work during the year; | |
| 2. | Bonuses and cash incentives payable for fiscal year 2023 (excluding allowances and relocation payments); | |
| 3. | The Company’s match of contributions to a 401(k) plan; and | |
| 4. | The grant date fair value of equity granted in fiscal year 2023 measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718. | |
Compensation amounts were determined from our human resources and payroll systems of record. We included non-US employees and converted their total direct compensation to USD based on the foreign exchange rate in effect on the last business day of fiscal year 2023 (December 29, 2023). We excluded from the calculation approximately 600 employees who joined our business through the acquisitions of Frontier Analytical Laboratories, Environmental Alliance, Inc., GreenPath Energy Ltd, Matrix Solutions, Inc. and Vandrensning ApS. The median-paid employee is selected by ranking the annual total direct compensation from lowest to highest of all employees (excluding the CEO). The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. | |
|
2024 ANNUAL PROXY STATEMENT In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” for our principal executive officer (“PEO”) andNon-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performan ce, refer to “Compensation Discussion and Analysis.” | | | | | | | | | | | | | | | | | | | | | | | | | | | |  | |  | |  | |  | | | | | | Consolidated
Adjusted
EBITDA
($1 Millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,921,657 | | (35,584,393) | | 924,506 | | (13,013,980) | | 146.05 | | 157.30 | | (32.9) | | 78.6 | | | | | | | | | | | | | 1,971,164 | | (33,620,506) | | 1,069,255 | | (12,569,618) | | 201.77 | | 121.81 | | (31.8) | | 66.2 | | | | | | | | | | | | | 58,421,251 | | 78,926,873 | | 21,580,836 | | 30,171,824 | | 320.50 | | 152.66 | | (25.3) | | 73.2 | | | | | | | | | | | | | 4,731,136 | | 7,308,709 | | 2,301,038 | | 3,509,808 | | 140.73 | | 115.89 | | (57.9) | | 54.5 |
(1) Vijay Manthripragada was our PEO for each year presented. The individuals comprising theNon-PEO NEOs for each year presented are listed below.(2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of RegulationS-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3below .
2024 ANNUAL PROXY STATEMENT (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and theNon-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. We revised the Compensation Actually Paid for our NEOs in 2020 in accordance with new SEC guidance. In last year’s Pay Versus Performance disclosure, we measured the change in fair value of the outstanding equity awards in 2020 from the IPO date. In this year’s disclosure, we measured the change in fair value from the end of the preceding fiscal year (i.e., fiscalyear-end 2019 ). | | | | | | | | | | | | | | | | | Summary
Compensation Table
Total for
Vijay Manthripragada
($) | | Exclusion of Stock
Awards and Option
Awards for
Vijay Manthripragada
($) | | Inclusion of Equity
Values for
Vijay Manthripragada
($) | | Compensation
Actually Paid to
Vijay Manthripragada | | | | | | | | | 1,921,657 | | — | | (37,506,050) | | (35,584,393) | | | | | | | | | 4,731,136 | | (1,438,887) | | 4,016,460 | | 7,308,709 |
| | | | | | | | | | | | | | | | | | | Average Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
($) | | Average Inclusion of
Equity Values for
Non-PEO NEOs
($) | | | | | | | | | | | 924,506 | | — | | (13,938,486) | | (13,013,980) | | | | | | | | | 2,301,038 | | (719,453) | | 1,928,223 | | 3,509,808 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: | | | | | | | | | | | | | | | | | | | | | | | Year End Fair Value
of Equity Awards
Granted during Year
that Remained
Unvested as of Last
Day of Year for
Vijay Manthripragada
($) | | Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards Granted in
Prior Years for
Vijay Manthripragada
($) | | Vesting Date Fair
Value of Equity
Awards Granted
during Year that
Vested during Year
for
Vijay Manthripragada
($) | | Change In Fair Value
from Last Day of
Prior Year to Vesting
Date of Unvested
Equity Awards
Granted in Prior
Years that Vested
during Year for
Vijay Manthripragada
($) | | Fair Value of Last
Day of Prior Year of
Equity Awards
Forfeited during Year
for
Vijay Manthripragada
($) | | Total Inclusion of
Equity Values for
Vijay Manthripragada
($) | | | | | | | | | | | — | | (36,654,886) | | — | | (851,164) | | — | | (37,506,050) | | | | | | | | | | | 3,907,850 | | 114,903 | | — | | (6,293) | | — | | 4,016,460 |
2024 ANNUAL PROXY STATEMENT | | | | | | | | | | | | | | | | | | | | | | | Average year End
Fair Value Awards
Granted during Year
that Remained
Unvested as of
Last Day of Year
for | | Average Change in
Fair Value from Last
Day of Prior Year
to Last Day of
Year of Unvested
Equity Awards
Granted in Prior
Years for Non-PEO
NEOs
($) | | Average Vesting
Date Fair Value of
Equity Awards
Granted during Year
that Vested
during Year for
Non-PEO NEOs
($) | | Average Change in
Fair Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards Granted
in Prior Years that
Vested during
Year for Non-PEO
NEOs
($) | | Average Fair Value at
Last Day of Prior
Year of Equity
Awards Forfeited
during Year for | | Total Average Inclusion of Equity Values for Non-PEO NEOs ($) | | | | | | | | | | | — | | (13,512,892) | | — | | (425,594) | | — | | (13,938,486) | | | | | | | | | | | 1,953,945 | | 68,941 | | — | | (94,663) | | — | | 1,928,223 |
(4) The Peer Group TSR set forth in this table utilizes the MSCI USA ESG Leaders Index, which we also utilize in the stock performance graph required by Item 201(e) of RegulationS-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100.00 was invested for the period starting July 23, 2020, through the end of the listed year in the Company and in the MSCI USA ESG Leaders Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.(5) We determined Consolidated Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO andNon-PEO NEOs in 2023. Adjusted EBITDA is anon-GAAP measure that adds backnon-recurring expenses. Consolidated Adjusted EBITDA, anon-GAAP measure, represents net income (loss) before interest expense, income tax expense (benefit) and depreciation and amortization, adjusted for the impact of certain other items, including stock-based compensation expense, acquisition-related costs and fair value-related changes, as set forth in greater detail in our quarterly and annual earnings releases furnished to the SEC as exhibits to Current Reports on Form8-K.
2024 ANNUAL PROXY STATEMENT Description of Relationship Between PEO andNon-PEO NEO Compensation Actually Paid and Company Total Stockholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to ourNon-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal yea rs.
2024 ANNUAL PROXY STATEMENT Description of Relationship Between PEO andNon-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to ourNon-PEO NEOs, and our net income during the four most recently completed fiscal years.
2024 ANNUAL PROXY STATEMENT Description of Relationship Between PEO andNon-PEO NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to ourNon-PEO NEOs, and our and our Adjusted EBITDA during the four most recently completed fiscal years.
| | | | | | | | | | | |
| | | | | | | | | | 85 | | |
2024 ANNUAL PROXY STATEMENT Description of Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR from July 23, 2020, the first day of trading of our common stock on the NYSE, through the four most recently completed fiscal years to that of the MSCI USA ESG Leaders Index over the same period.
Montrose Environmental Group, Inc. TSR MSCI USA ESG Leaders Index TSR Financial Performance Measures As described in greater detail under “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked. | Consolidated Adjusted EBITDA | Acquired Adjusted EBITDA |
| |
|
| | | | | | | | | | | | 
| | | | | | | | | | 86 | | 2023 ANNUAL PROXY STATEMENT |
2024 ANNUAL PROXY STATEMENT
PROPOSAL NO. 3 3: Non-Binding, Advisory Vote to Approve Named Executive Officer Compensation In accordance with the Dodd-Frank Act and Section 14A of the Exchange Act and as a matter of good corporate governance, we are asking our stockholders to approve, on a non-binding and advisory basis, the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosure in this Proxy Statement. This proposal is commonly referred to as a “Say-on-Pay” vote. We believe that the information described in detail under the heading “Compensation Discussion and Analysis,” and the executive compensation tables demonstrate that our executive compensation program is designed appropriately, emphasizes that pay is tied to Company and individual performance and is aligned with the interests of our stockholders. Please read the “Compensation Discussion and Analysis” section and review the executive compensation tables and accompanying narrative discussion for additional details about our executive compensation program, including information about the compensation of our named executive officers. Our stockholders are being asked to approve, by advisory vote, the following resolution relating to the compensation of our named executive officers as reported in this Proxy Statement: “RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the related narrative discussion contained in this Proxy Statement.” Although this vote is not binding on our company, the Board of Directors values the opinions that stockholders express in their votes and in any dialogue with the Company. The results of this proposal will provide information to the Compensation Committee regarding investor views about our executive compensation philosophy, policies and practices which the Compensation Committee will review and consider when making future executive compensation decisions. In 2022, our stockholders supported the “1 Year” option in the non-binding, advisory vote on the frequency of future Say-on-Pay votes, and as a result, we expect that we will conduct our next Say-on-Pay vote at the 20242025 annual meeting of stockholders. Required Vote The approval, on an advisory basis, of the compensation of the Company’s named executive officers as set forth in this Proxy Statement, will require the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on this proposal. Abstentions will have the same effect as a vote against this proposal. Broker non-votes will have no effect on this proposal. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE The Board of Directors unanimously recommends that you voteFOR
THE APPROVAL, ON A FORNON-BINDING the approval, on a non-binding and advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.AND ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.
| | | | | | | | | | | | 
| | | | | | | | | | 87 | | |
2024 ANNUAL PROXY STATEMENT PROPOSAL 4: Amendment of the Company’s Certificate of Incorporation to Remove the Supermajority Voting Requirements The Board of Directors has unanimously approved and declared advisable, and resolved to recommend to the Company’s stockholders that they approve an amendment to Section 5.2 of Article V and Sections 10.1 and 10.2 of Article X of the Company’s amended and restated Certificate of Incorporation (the “Certificate of Incorporation”) to remove the supermajority voting requirements contained in those sections. If approved by the requisite stockholder vote at the Annual Meeting, these sections, which presently require the holders of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, for stockholders to (i) adopt, amend or repeal, or to adopt any provision of the Certificate of Incorporation; (ii) adopt, amend or repeal, or adopt any provision inconsistent with, any provision of the Bylaws of the Corporation (the “Bylaws”); and (iii) remove directors from office for cause, respectively (the “Supermajority Voting Requirements”), as so amended, will be amendable by a majority of the voting power of all then-outstanding shares of the Company’s stock entitled to vote generally in the election of directors, voting together as a single class (the “Majority Voting Standard”). The following description is a summary only and is qualified in its entirety by reference to the complete text of Appendix A to this Proxy Statement, which sets forth the complete text of the proposed amendments to remove the Supermajority Voting Requirements, marked to show the specific changes (additions to the Certificate of Incorporation are indicated by double underlining and deletions to the Certificate of Incorporation are indicated by strikeouts). Rationale for the Proposal The Supermajority Voting Requirements generally were intended to protect the Company and its stockholders by reducing the likelihood of hostile third parties taking actions that may be inconsistent with the best interests of, or otherwise be harmful to, the Company, its stockholders and other stakeholders. At the time of our initial public offering in 2020, our Board of Directors determined that these measures were in the Company’s and its stockholders’ best interests. However, these heightened thresholds also limit the ability of the Company to take action that would be preferred by holders of a majority of its outstanding capital stock. As discussed elsewhere in this Proxy Statement, our Nominating and Corporate Governance Committee, along with our Board of Directors, regularly review our corporate governance measures and engage with our stockholders on these and a variety of other matters. The Nominating and Corporate Governance Committee and the Board of Directors carefully considered the advantages and disadvantages of maintaining the Supermajority Vote Requirement in the Certificate of Incorporation, including the rationale for originally implementing these measures, as well as the governance practices generally supported by the investor community, which views a Majority Voting Standard as the appropriate threshold for stockholder approval of amendments to governing documents. In addition, the Board noted that many other public companies have transitioned away from including Supermajority Voting Requirements in their governing documents. After carefully reviewing these considerations together with significant feedback from our stockholders, the Nominating and Corporate Governance Committee determined and recommended to the Board of Directors, and the Board of Directors thereby determined, that it is in the best interest of the Company and its stockholders to eliminate the Supermajority Voting Requirements, reducing them to a Majority Voting Standard. The Board of Directors concluded that the elimination of the Supermajority Voting Requirements will both enhance our corporate governance practices and be an effective way to maintain and enhance our accountability, as well as that of the Board, to our stockholders. | | | | | Page-37
| | | | | |
|
| | | | | | | | | | | | | |
| | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
COMPENSATION DISCUSSION AND ANALYSIS
In this Compensation Discussion and Analysis (CD&A), we provide an overview and analysis of our compensation philosophy, programs and policies for our named executive officers (NEOs) in order to provide our stockholders with the information necessary to assess our executive compensation program.
For purposes of review and analysis in this 2023 Proxy Statement, our named executive officers for all relevant periods were:
| | | | | Name | | Title | | | Vijay Manthripragada
| | President and Chief Executive Officer | | | Allan Dicks
| | Chief Financial Officer | | | Nasym Afsari
| | General Counsel and Secretary | | | Joshua W. LeMaire
| | Chief Operating Officer | | | Jose M. Revuelta
| | Chief Strategy Officer |
Our Business
Since our inception in 2012, our mission has been to help clients and communities meet their environmental goals and needs. Today, we have emerged as one of the fastest growing companies in a highly fragmented and growing $1.3 trillion global environmental industry. We service complex and often non-discretionary environmental needs of our diverse clients across our three business segments: Assessment, Permitting and Response; Measurement and Analysis; and Remediation and Reuse.
Our industry is highly fragmented with no single market leader. By focusing on environmental solutions, we believe we are uniquely positioned to become a leading platform in the industry. We provide a diverse range of environmental services to our private and public sector clients across the life cycle of their needs—whether they are launching new projects, maintaining operations, decommissioning operations, rehabilitating assets, managing the impacts of climate change or responding to unexpected environmental disruption. Our integrated platform has been a catalyst for our organic growth and we have built on this platform through strategic acquisitions.
Business and Financial Performance
Our revenue and earnings are highly resilient. We are not dependent upon any single service, product, political approach or regulatory framework. We also serve a diverse set of approximately 5,600 clients across a wide variety of end markets and geographies within the private and public sectors. Funding for our services is typically non-discretionary given regulatory drivers and public health concerns. As a result, our business is positioned to be less susceptible to political and economic cycles.
Our financial success is driven by both strong organic and acquisition-driven growth, and as a result, our total revenue has grown at a compounded annual growth rate of 30% since 2018.
For the year ended December 31, 2022, revenues were $544.4 million, a decrease of $2.0 million or 0.4% from the year ended December 31, 2021. The period over period decrease in revenues was primarily driven by an expected reduction in revenue from CTEH due to lower demand for COVID-19
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
related services, of $117.7 million, and exiting the Discontinued O&M Contracts. The decrease was mostly offset by strong organic growth in our Measurement and Analysis and Remediation and Reuse operating segments, and excluding CTEH, our Assessment, Permitting and Response operating segment which contributed $71.2 million in organic revenue. The decrease was offset to a lesser extent by acquisitions completed in the year ended December 31, 2022, as well as by 2021 acquisitions prior to their one-year anniversary date, which performed well and captured revenue synergies as part of Montrose. In the aggregate, 2021 and 2022 acquisitions contributed revenues of $44.5 million.
Including CTEH, our organic revenue declined 7% in the year ended December 31, 2022. Excluding CTEH, our organic revenue growth was 25% in the year ended December 31, 2022.
Our environmental focus and reputation have enabled us to attract and retain some of the most highly sought-after employees in our industry. These employees have contributed to our organic growth, differentiated brand, reputation and culture.
Our approach has allowed us to successfully and consistently scale our business, and we believe we are well positioned to continue our trajectory and market leadership as we address the growing environmental needs of our clients and communities.
Stockholder Return
The following graph depicts the total cumulative stockholder return on our common stock from July 23, 2020, the first day of trading of our common stock on the NYSE, through December 31, 2022, relative to the performance of the Russell 2000 Index and MSCI USA ESG Leaders. The graph assumes an initial investment of $100.00 at the close of trading on July 23, 2020 and that all dividends paid by companies included in these indices have been reinvested. The performance shown in the graph below is not intended to forecast or be indicative of future stock price performance.2024 ANNUAL PROXY STATEMENT
* | Performance reflected in comparable table included in our Annual Report on Form 10-K was computed based on an assumed initial investment of $100.00 at the initial public offering price per share in our initial public offering rather than the closing price on that day.
|
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Say-on-Pay Vote on Executive Compensation
Our Compensation Committee consideredAccordingly, the resultsBoard of Directors, upon the recommendation of the non-binding shareholder advisory vote on the compensation of our named executive officers conducted at the May 10, 2022 annual meeting of shareholders. As reported in our current report on Form 8-K, filed with the SEC on May 11, 2022, approximately 25% of the votes cast on the proposal expressed support for the compensation program offered to our named executive officers as disclosed in last year’s proxy statement (the “Say-on-Pay Vote”). Accordingly, our Compensation Committee took the results of this vote into account as we evaluate our current compensation programsNominating and formulate future programs. In light of this level of support for our Say-on-Pay Vote the Company reached out to stockholders to better understand their views and rationale for their voting decisions as described below. Further, the Board has elected to continue to conduct the Say-on-Pay Vote annually, thereby giving our stockholders the opportunity to provide feedback on the compensation of our NEOs each year. We will be conducting our annual Say-on-Pay Vote as described in Proposal Three of this Proxy Statement at the Annual Meeting.
Stockholder Outreach
In recent years, we have regularly engaged with our stockholders. Considering the results of our recent say-on-pay vote we expanded our efforts to proactively reach out to our stockholders and their governance representatives to better understand any concerns they might have. This also provided an opportunity to discuss the Company’s compensation practices and key decisions.
In late 2022 we began planning these outreach efforts focused on compensation and governance topics. In early 2023, we reached out to our top 25 stockholders, representing approximately 78% of outstanding shares, offering the opportunity to discuss executive compensation and governance matters. Three large stockholders, who held approximately 11% of outstanding shares, met with the Company in response to this outreach.
These discussions were led by our Senior Vice President of Human Resources and the Chair of our Compensation Committee. Key topics of discussion were:
Our plans for the use of long-term incentives after the five-year performance period of the outperformance grants made in 2021;
Our plans for the evergreen provision in our equity plan; and
Our classified board structure.
To reiterate the disclosure in our 2021 Proxy and as discussed in our stockholder outreach discussions, we will not make additional equity grants to our NEOs until the end of the five-year performance period. With regard to long-term incentives after the five-year performance period of the 2021 outperformance grant, our Compensation Committee will consider various approaches to the retention and motivation of our management team based on feedback from our independent compensation advisor and peer group data.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
With regard to the other topics, stockholders provided our Compensation Committee and Board representative with useful input. Given our short history and high growth as a publicly traded company, this feedback will inform ongoing discussions even though our leadership was not able to act on this feedback in advance of our 2023 annual meeting. The Board acknowledges that transparency and responsiveness is an important component of our governance commitment to stockholders. We remain committed to engaging with our stockholders and value their input and feedback on the governance practices of the Company.
Corporate Governance Highlights Our goal is to have the best-in-class compensation programCommittee, has unanimously determined that aligns with our key objectives and our stockholders’ long-term interests. The table below shows the governance best practices that guide our compensation program.
| | | | | What We Do (Best Practices)
✓Pay for performance
✓ Align executive compensation with stockholder returns through long-term incentives
✓ Hold annual say-on-pay vote
✓Enforce strict insider trading policies - and enforce blackout trading periods for executives and directors
✓ Set meaningful stock ownership guidelines for executives and directors
✓ Set a maximum individual payout limit on our Bonus Program and for our equity awards
✓ Retain an independent compensation consultant reporting directly to the Compensation Committee
| | | | What We Don’t Allow
× No hedging of Company stock by executives or directors
× No change-in-control severance multiple in excess of three times salary and target bonus
× No excise tax gross-ups in executive agreements
× No re-pricing or cash buyout of underwater stock options or stock appreciation rights (“SARs”) allowed
× No excessive perquisites or benefits
× No guaranteed compensation either annually or multi-year
|
Compensation Philosophy and Highlights
We are a stockholder value driven organization and our compensation philosophy is designed to motivate and retain top executive talent and drive organizational performance thatit is in the best interestinterests of ourthe Company and its stockholders into amend the long term. We are committedCertificate of Incorporation to a pay for performance philosophyeliminate the Supermajority Voting Requirements, and have designed our compensation programs in accordance with these objectives.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
To reward both shorthas unanimously approved, and long-term performance,is recommending that the objectives of our executive compensation program are to (a) align executive and stockholder interests, (b) provide a significant portion of total compensation that is long term, performance-based and at risk and (c) attract and retain talented executives.
With our goal of becoming a global leader inCompany’s stockholders approve, the growing environmental industry, our leadership and culture are critical and define who we are and are foundational to our business performance. Our cumulative Total Stockholder Return from our July 2020 IPOamendments to the endCertificate of 2022 was 201.77%, outperformingIncorporation to eliminate the Russel 2000 by 80.02% over that same time period. Given the sizable opportunities we believe are ahead of us in the evolving environmental industry and the potential for us to continue creating stockholder value, it is vital that we maintain our executive officer leadership team to the maximum extent possible.
The following are key highlights of our fiscal year 2022 compensation program for our NEOs:
CEO received his first salary increase since 2020 and other NEOs received their first salary increase since 2019
NEOs received limited short term incentive annual bonus payout for 2022
M&A cash bonus eligibility was capped
Historical annual organic growth based equity incentives and annual grants were eliminated due to five-year outperformance grants made in December 2021
NEOs will receive no additional equity grants until completion of five-year outperformance grant performance period
Compensation Process
Role of the Compensation Committee
The Compensation Committee is responsible to our Board of Directors for oversight of our executive compensation programs. The Compensation Committee consists of independent directors and is responsible for the review and approval of all aspects of our programs. Among its duties, the Compensation Committee is responsible for:
Considering input from our stockholders;
Reviewing and assessing competitive market data;
Reviewing the chief executive officer’s performance and determining the chief executive officer’s compensation;
Reviewing and approving incentive plan goals, achievement levels, objectives and compensation recommendations for the NEOs and other executive officers;
Evaluating the competitiveness of each executive’s total compensation package to ensure that we can attract and retain critical management talent; and
Approving any changes to the total compensation programs for the NEOsSupermajority Voting Requirements, including but not limited to, base salary, annual bonuses, long-term incentives and benefits.
Following review and discussion, the Compensation Committee or the Board, as applicable, approves the executive compensation of our executive officers. The Committee is supported in its work by our Senior Vice President of Human Resources and our General Counsel, as well as the Compensation Committee’s independent compensation consultant.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Role of the Independent Compensation Consultant
The Compensation Committee retains the services of Aon’s Human Capital Solutions Practice, a division of Aon plc (“Aon”), in accordance with the Compensation Committee’s charter. Aon reports directly to the Compensation Committee. The Compensation Committee retains sole authority to hire or terminate Aon, approves its professional fees, determines the nature and scope of its services and evaluates its performance. A representative of Aon attends Compensation Committee meetings, as requested, and communicates with the Compensation Committee chair between meetings. The Compensation Committee makes or recommends to the Board all final decisions regarding executive compensation.
Aon’s specific compensation consultation roles include, but are not limited to, the following:
Advising the Compensation Committee on director and executive compensation trends and regulatory developments;
Assisting with the design of our executive compensation structure, including both short and long-term incentive programs;
Developing a peer group of companies for determining competitive compensation rates;
Providing a total compensation study for executives against peer companies;
Providing advice to the Compensation Committee on corporate governance best practices, as well as any other areas of concern or risk;
Serving as a resource to the Compensation Committee chair for meeting agendas and supporting materials in advance of each meeting;
Reviewing and commenting on proxy statement disclosure items, including review of the CD&A; and
Advising the Compensation Committee on management’s pay recommendations.
The Compensation Committee has assessed the independence of Aon as required by the SEC and NYSE listing standards. The Compensation Committee reviewed its relationship with Aon and considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. Based on this review, the Compensation Committee concluded that there are no conflicts of interest raised by the work performed by Aon, and that Aon is independent.
Role of Management
For executive officers other than himself, our CEO makes pay recommendations to the Compensation Committee based on competitive market data, perspectives from Aon on labor market dynamics, an assessment of individual performance and company financial performance. His recommendations to the Compensation Committee establish appropriate and market-competitive compensation opportunities for our NEOs, consistent with our overall pay philosophy. Our CEO and the Compensation Committee also review and approve the short-term incentive metrics and goals for the upcoming year and any new long-term incentive grants. The Compensation Committee reviews and discusses the recommendations, in conjunction with the Compensation Committee’s independent compensation consultant, in making compensation decisions or recommendations to the full Board. No officer participates directly in the final deliberations or determinations regarding his or her own compensation package.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Pay Mix
Our mix of total target compensation in 2022 included significant portions of variable “at-risk” compensation and retentive equity compensation to incentivize a long-term focus and align their interests with those of our stockholders. 88% of the regular 2022 annual target compensation opportunity of our CEO was equity based. 84% of the regular annual target compensation opportunity for our other NEOs was equity-based.
| • | | 2021 one-time Long-Term Outperformance Equity Grant—As disclosed in our 2022 CD&A, on December 16, 2021, our NEOs received a one-time Long-Term Outperformance Equity Grant with significant stock price performance vesting hurdles. Consistent with our philosophy and objectives at the time of that grant, the NEOs receiving that one-time Outperformance grant will not receive additional equity grants during the five-year performance period ending on the fifth anniversary of the grant date (other than the equity payment of 2021 organic growth-based bonuses, which were paid in February 2022, consistent with the 2021 compensation structure in place prior to the one-time Outperformance grant). Given the five-year performance period of such grants, we have included 1/5th of the grant date value for the 2021 one-time Long-Term Outperformance Equity Grants in the compensation mix calculations above, even though the current values of such awards is less. For Mr. Manthripragada, 50% of his RSUs granted in 2021 are performance based, as discussed in our CD&A.
|
None of the performance-based SARs or CEO performance-based RSUs have vested or been earned through the date of this Proxy Statement.
| • | | 2022 equity grants—The only equity grant made in fiscal year 2022 was a payout earned based on organic growth performance from our 2021 compensation structure approved prior to the grant of the one-time Long-Term Outperformance Grant. As such, these have not been included in the calculations above. Consistent with our commitment to not grant additional equity to those NEOs until after the completion of the five-year performance period of the one-time Long-Term Outperformance Grant, this program feature has been discontinued.
|
Our NEOs received an Acquisition Based Bonus for fiscal year 2022, which is further described in the CD&A. The Acquisition Based Bonus program is designed to provide NEOs with the opportunity to earn cash bonuses as a percentage of acquired adjusted EBITDA for acquisitions that closed between January 1, 2022 and December 31, 2022. The Acquisition Based Bonus reflected in the compensation mix calculations above assumes a target of $12.5m of acquired adjusted EBITDA.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Peer Group/Benchmarking
Annually, the Compensation Committee reviews total compensation market data provided by Aon. The Compensation Committee approves the peer group used for comparisons prior to commencement of the pay study.
During 2021, management and the Compensation Committee performed a comprehensive review of potential peer companies. The following criteria were used to develop a peer group for Aon’s December 2021 pay study:
Industries: Construction and Engineering, Environmental and Facilities Services, Industrial Machinery, Oil and Gas Refining and Marketing, Renewable Energy, Research and Consulting Services and Semiconductor Equipment;
Company size: Widened the annual revenue range to approximately 0.3 times to 4 times our annual revenues, with a secondary focus on market capitalization, to recognize our significant growth / M&A strategy and to capture more potential peer companies;
Competitors: companies that compete with us for business and management talent.
The following peer group was approved and used in Aon’s December 2021 study to assist with fiscal year 2022 pay decisions. Bolded companies are new peers for Aon’s December 2021 pay study.
Argan, Inc.
Casella Waste Systems, Inc.
| • | | CECO Environmental Corp. |
Clean Energy Fuels Corp.
| • | | Covanta Holding Corporation |
CRA International, Inc.
Enphase Energy, Inc.
| • | | Evoqua Water Technologies |
Exponent, Inc.
Forrester Research, Inc.
Heritage-Crystal Clean, Inc
Mistras Group, Inc.
NV5 Global, Inc.
| • | | Ormat Technologies, Inc. |
REX American Resources
US Ecology, Inc.
Willdan Group, Inc.
Lydall, Inc. and The Gorman-Rupp Company were removed from the prior year peer group based on industry classification.
The Compensation Committee uses multiple reference points to establish targeted total compensation opportunities. The Compensation Committee reviews competitive market data from (a) Aon’s annual total compensation study of peer companies and (b) broader U.S. compensation surveys for similar-sized companies to inform its decisions about overall compensation opportunities and specific pay elements. The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the Compensation Committee applies judgment and discretion in establishing targeted
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning.
Timing of Compensation Decisions
Pay recommendations for our executives, including our executive officers, are typically made by the Committee at a meeting or meetings in the last quarter of the year. These meetings are typically held around the same time as we finalize our budget for the subsequent fiscal year. This timing allows the Committee to have a complete anticipated financial performance picture prior to making compensation decisions. In advance of these fourth quarter meetings, the Committee often has multiple pre-meetings or other off-cycle discussions to give thorough consideration to labor market dynamics and the appropriate amount and structure of compensation for our executives.
Decisions with respect to prior fiscal year performance typically are made at the Committee’s orremoval of directors, reducing such voting requirements to a Majority Voting Standard.
Effect of the Board’s first regularly scheduled meeting for the fiscal year. Further, any equity awardsProposal If this proposal is approved by the Committee or the Board at this meeting have historically been dated as of the date of the Committee or Board meetingCompany’s stockholders and going forward, will be dated two weeks following the date of the meeting. Stock options and other equity incentive awards are typically approvedimplemented by the Board at our regular quarterly meetings. The exceptions to this timing are awards to executives who are promoted or hired from outside of the Company during the fiscal year. These executives may receive equity awards effective or dated, as applicable, as of the date of their promotion or hire or the next nearest scheduled Compensation Committee or Board meeting.
Compensation Elements
Consistent with our philosophy and our commitment to issue no additional equity awards to our NEOs during the five-year term of the one-time performance grants made in 2021, the compensation program for our NEOs in fiscal year 2022 consisted of an annual base salary plus annual cash incentives. Based on feedback from our compensation advisors and on market and peer group data, as well as feedback from our stockholders, our NEO compensation program for 2022 included the following changes:
Adjustments to base compensation, based on peer group and market data
Adjustments to target cash organic growth-based bonus amounts
Capped acquisition-based bonus amounts
| • | | No additional equity grants during five-year performance period of long-term outperformance grants (other than payment of 2021 organic growth-based equity bonuses, which were granted in February 2022, consistent with the 2021 compensation plans which were approved prior to the one-time long-term outperformance grants being implemented)
|
As discussed in our 2022 Proxy Statement, other than equity grants made in early 2022 for fiscal year 2021 performance, our NEOs will not receive any additional equity awards until the vesting of their one-time grants awarded in 2021 in 2026. For comparative purposes, the Summary Compensation Table includes the compensation earned by or paid to our NEOs during the fiscal years ended December 31, 2020, December 31, 2021 and December 31, 2022.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Summary of Compensation Elements
The compensation paid to our NEOs in fiscal year 2022 was comprised of the following components, which are further described herein:
| | | | | Compensation Element | | Performance Period | | | Base Salary
| | Fiscal Year 2022 | | | Organic Growth Cash Bonus
| | Fiscal Year 2022 | | | Acquisition Based Cash Bonus
| | Fiscal Year 2022 | | | Organic Growth Equity Bonus
| | Fiscal Year 2021 |
Base Salary
The base salaries of our NEOs align with the scope and complexity of their roles, their capabilities, and with prevailing market conditions. The table below shows our NEOs’ base salaries for 2022 and the percentage increase from their respective base salaries in 2021.
Changes to our NEO salaries in fiscal year 2022 represented our first market-based adjustment since going public in 2020. The approved changes moved our NEO salaries closer to the competitive market values based on a thorough review of the results of Aon’s total compensation study of publicly-traded peer companies and broader U.S. compensation surveys for similar-sized companies.
| | | | | | | | | | | | | | | | Name | | 2022 Base Salary ($) | | Change from Year 2021 | | | | | Vijay Manthripragada | | 775,000 | | 29.2% | | | | | Allan Dicks | | 450,000 | | 12.5% | | | | | Nasym Afsari | | 450,000 | | 12.5% | | | | | Joshua W. LeMaire | | 475,000 | | 18.8% | | | | | Jose M. Revuelta | | 475,000 | | 18.8% |
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Annual Cash Bonus
In 2022, our NEOs were eligible to earn incentives based on fiscal year performance under two programs: the Organic Growth Bonus and the Acquisition Based Bonus. Both plans were designed to reward our NEOs who attain superior annual performance in key areas that we believe create long-term value for stockholders and were designed based on market practices. Total target cash bonuses in fiscal year 2022 for our NEOs were as follows, and as further described herein:
| | | | | | | | | | | | | | | | Name | | Target Organic
Growth
Performance
Based Bonus -
Cash | | Acquisition
Based Bonus -
Cash(1) | | Total Target
Cash Bonus(1) | | Total Target Cash
Bonus as a
Percentage of Base
Salary | | | | | | | Vijay Manthripragada | | $462,500 | | 2.5% | | 775,000 | | 100% | | | | | | | Allan Dicks | | $190,000 | | 1.0% | | 315,000 | | 70% | | | | | | | Nasym Afsari | | $167,500 | | 1.0% | | 292,500 | | 65% | | | | | | | Joshua W. LeMaire | | $270,000 | | 0.5% | | 332,500 | | 70% | | | | | | | Jose M. Revuelta | | $82,500 | | 2.0% | | 332,500 | | 70% |
(1) | Assumes $12.5 million of acquired adjusted EBITDA for purposes of calculating Total Target Cash Bonus. See “Acquisition Based Cash Bonus (Fiscal Year 2022 Performance Period)” below.
|
Organic Growth Cash Bonus (Fiscal Year 2022 Performance Period)
The Organic Growth Cash Bonus program was designed to provide NEOs with the opportunity to earn cash bonuses based on the achievement of specific Company-wide adjusted EBITDA goals in fiscal year 2022. Our Compensation Committee and Board believe that using adjusted EBITDA as a performance metric for a portion of our NEOs’ annual target compensation program rewards our NEOs for organically growing the Company in a profitable manner and, given adjusted EBITDA is a commonly used measure of Company performance and proxy for cash generation by our investors, is an appropriate metric.
Each of our NEOs was eligible to earn an incentive under this plan based on achievement of budgeted adjusted EBITDA as approved by our Board for the year, subject to approved adjustments and excluding any EBITDA from businesses acquired in 2022. The threshold for eligibility under the plan requires achievement of at least 93% of the fiscal year pre-acquisition budget approved by our Board, and reaches its maximum payout at achievement of 107% of the fiscal year pre-acquisition budget. The plan is formulaic, for every 1% above or below target, the aggregate value of the bonus amount is increased or reduced by 14.3%, not to exceed 200% of the target amount.
The table below sets forth the threshold, target and maximum Organic Growth Cash Bonus amounts approved for each NEO for fiscal year 2022 and the actual payout amounts earned by each NEO. Our NEOs also have the discretion to adjust their earned bonuses downwards in order to fund additional bonus opportunities for other employees across the organization and have exercised such discretion.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
The Company did not achieve the minimum adjusted EBITDA threshold for the Organic Growth Cash Bonus for fiscal year 2022. Therefore, there was no Organic Growth Cash Bonus earned by our NEOs in fiscal year 2022. The Company does not publicly-disclose its adjusted EBITDA performance targets, as the information is confidential and any disclosure thereof could cause competitive harm to the Company, but the Compensation Committee believed that achievement of the target goal was challenging and would have required substantial performance. If any amounts had been earned under the Organic Growth Cash Bonus, they would have been payable in cash to the NEOs following the close of the fiscal year and would be reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
| | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | 2022 Threshold ($) | | 2022 Target ($) | | 2022 Maximum
($) | | Actual ($) | | | | | | | | Vijay Manthripragada | | 66,138 | | 462,500 | | 925,000 | | — | | | | | | | | Allan Dicks | | 27,170 | | 190,000 | | 380,000 | | — | | | | | | | | Nasym Afsari | | 23,953 | | 167,500 | | 335,000 | | — | | | | | | | | Joshua W. LeMaire | | 38,610 | | 270,000 | | 540,000 | | — | | | | | | | | Jose M. Revuelta | | 11,798 | | 82,500 | | 165,000 | | — |
(1) | Threshold for minimum bonus payout required achievement of 93% of pre-acquisition adjusted EBITDA budget, which would result in a payment of 14% of target.
|
(2) | Maximum bonus payout capped at achievement of 107% of pre-acquisition adjusted EBITDA budget, which would result in a maximum payment of 200% of target.
|
Acquisition Based Cash Bonus (Fiscal Year 2022 Performance Period)
The Acquisition Based Bonus program is designed to provide NEOs with the opportunity to earn cash bonuses as a percentage of acquired adjusted EBITDA for acquisitions that closed between January 1, 2022 and December 31, 2022. The minimum Acquisition Based Bonus amount for all NEOs was $0 and the aggregate cap for the Acquisition Based Bonus payable for all NEOs was $1,750,000. Strategic acquisitions are one of the catalysts for our historical and continued growth, and as such, our Compensation Committee and Board believe that incorporating acquired adjusted EBITDA into our NEO compensation program appropriately incentivizes our NEOs to pursue and complete strategic acquisitions.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
In fiscal year 2022, the Company completed the following five acquisitions, as further described in our Annual Report on Form 10-K, which contributed an aggregate of $4.85M of acquired adjusted EBITDA.
| | | | | | | | | | | Acquired Business
| | Date of
Acquisition
| | Segment
| | Location
| | | | | Environmental Standards, Inc.
| | January 31, 2022
| | Assessment, Permitting and Response | | Valley Forge, PA
| | | | | Industrial Automation Group, Inc.
| | January 31, 2022
| | Remediation and Reuse | | Atlanta, GA
| | | | | TriAD Environmental Consultants, Inc.
| | August 1, 2022
| | Remediation and Reuse | | Nashville, TN
| | | | | AirKinetics, Inc.
| | September 1, 2022
| | Measurement and Analysis | | Anaheim, CA
| | | | | Huco Consulting, Inc.
| | November 30, 2022
| | Assessment, Permitting and Response | | Houston, TX
|
The table below shows each NEO’s 2022 Acquisition Based Bonus eligibility, as a percentage of acquired adjusted EBITDA and the amounts earned by each NEO in 2022. Such Acquisition Based Bonus amounts were paid in cash to the NEOs following the close of the fiscal year and, except as noted below, are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Minimum Acquisition Based Bonus for each NEO for fiscal year 2022 was $0, and the fiscal year 2022 Acquisition Based Bonus calculation was capped at a maximum of $25,000,000 of Acquired EBITDA.
| | | | | | | | | Name | | Percentage of Acquired EBITDA | | Actual ($) | | | | | | Vijay Manthripragada | | 2.5% | | 121,200 | | | | | | Allan Dicks | | 1.0% | | 48,480 | | | | | | Nasym Afsari | | 1.0% | | 48,480 | | | | | | Joshua W. LeMaire | | 0.5%(1) | | 59,240(1) | | | | | | Jose M. Revuelta | | 2.0% | | 96,960 |
(1) | Mr. LeMaire earned $24,240 pursuant to the Acquisition Based Bonus program. After consideration of his contributions towards the Company’s acquisitions and integrations in fiscal year 2022, the Compensation Committee decided to award Mr. LeMaire an additional bonus of $35,000. While the Compensation Committee considers this additional amount payable pursuant to the Acquisition Based Bonus program, in accordance with SEC rules, such amount appears in the “Bonus” column of the Summary Compensation Table.
|
Equity-Based Incentive Compensation
Our equity-based long-term incentive compensation program is the compensation link between the NEOs decision making and the long-term outcomes of those decisions. We believe that a strong reliance on long-term equity-based compensation is advantageous because this type of compensation
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
fosters a long-term commitment by NEOs and motivates them to improve the long-term market performance of our stock that is in the best interest of our stockholders in the long term.
As described in last year’s proxy statement, our CEO, other NEOs and certain other executive officers were awarded long term equity incentives in 2021 with five year vesting schedules in order to incentivize these individuals to continue creating long-term stockholder value, providing strong leadership for the Company, and working as one team. As a result, no additional equity grants were made to our NEOs in fiscal year 2022, or will be made during the five-year performance period applicable to the long-term outperformance grants, other than payment of 2021 organic growth-based bonuses, which were granted in February 2022, consistent with the 2021 compensation plans.
None of the performance criteria for the long term equity incentives granted to our NEOs in 2021 were met during fiscal year 2022.
As we approach the end of the five-year performance period of the long term equity incentives granted to our NEOs in 2021, our Compensation Committee will consider various approaches to the retention and motivation of our management team based on feedback from Aon, our independent compensation advisor, peer group data, and our stockholders, in developing new long term equity incentive plans for our NEOs.
Stock Options Granted Based on Fiscal Year 2021 Performance (Organic Growth Equity Bonus)
This program feature was approved early in fiscal year 2021 prior to the Long-Term Outperformance Grant in December 2021. It has been discontinued as NEOs are not eligible to receive additional equity grants until the completion of the five-year performance period for the Long-Term Outperformance Grant.
Each of our NEOs was eligible to earn a 2021 organic growth performance-based equity bonus, payable in the form of stock options to be issued under our Stock Plan in 2022, based on achievement of budgeted adjusted EBITDA as approved by our Board for the 2021 fiscal year, subject to approved adjustments and excluding any EBITDA from businesses acquired in 2021. The threshold for eligibility under the Performance-Based Equity Bonus required achievement of at least 93% of the fiscal year 2021 pre-acquisition budget approved by our Board, and reaches its maximum payout at achievement of 107% of the fiscal year pre-acquisition budget. For every 1% above or below target, the aggregate value of the bonus amount was increased or reduced by 14.3%, not to exceed 200% of the target amount. As noted above, our Compensation Committee and Board believe that adjusted EBITDA is an appropriate measure of Company performance and appropriately incentivizes our NEOs to drive organic growth in a profitable manner.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
The table below sets forth the grant date values of the threshold, target and maximum organic growth performance-based equity bonuses approved for fiscal year 2021 and actual payout amounts for each of our NEOs in fiscal year 2022. The Company does not publicly-disclose its adjusted EBITDA performance targets, as the information is confidential and any disclosure thereof could cause competitive harm to the Company, but the Compensation Committee believed that achievement of the target goal was challenging and would have required substantial performance. Such organic growth performance-based equity bonus amounts were payable in stock options to the NEOs following the close of the fiscal year and are reflected in the “Option Awards” column of the Summary Compensation Table for fiscal year 2022.
| | | | | | | | | | | | | | | | | | Name | | 2021
Threshold(1)
($) | | 2021 Target ($) | | 2021
Maximum(2) | | Actual(3) ($) | | Options
Granted
in 2022 (#) | | | | | | | | Vijay Manthripragada | | 85,800 | | 600,000 | | 1,200,000 | | 1,200,000 | | 71,006 | | | | | | | | Allan Dicks | | 42,900 | | 300,000 | | 600,000 | | 600,000 | | 35,503 | | | | | | | | Nasym Afsari | | 42,900 | | 300,000 | | 600,000 | | 600,000 | | 35,503 | | | | | | | | Joshua W. LeMaire | | 42,900 | | 300,000 | | 600,000 | | 600,000 | | 35,503 | | | | | | | | Jose M. Revuelta | | 42,900 | | 300,000 | | 600,000 | | 600,000 | | 35,503 |
(1) | Threshold for minimum bonus payout required achievement of 93% of pre-acquisition adjusted EBITDA budget.
|
(2) | Maximum bonus payout capped at achievement of 107% of pre-acquisition adjusted EBITDA budget.
|
(3) | Value of Options awarded under the Stock Plan is based on the Black-Scholes valuation on February 28, 2022, the date of grant, using applicable assumptions at the time of grant. Such stock options are subject to a one-year vesting schedule, with one-half of the award vesting and becoming exercisable on the six-month anniversary of the grant, with the remaining one-half of the award vesting and becoming exercisable on the 12-month anniversary of the grant, subject in each case to continued employment through such date.
|
Severance Policy
The Company adopted and maintains the Montrose Environmental Group, Inc. Executive Severance Policy (the “Severance Policy”), effective as of January 1, 2020, which is further described below. Consistent with the Company’s compensation philosophy, the Compensation Committee believes the interests of stockholders are best served if the interests of our executive officers are aligned with those of our stockholders. To this end, the Company provides change-in-control severance benefits to our executive officers under the Company’s Executive Severance Plan to reduce any reluctance of our executive officers to pursue or support potential change-in-control transactions that would be beneficial to our stockholders. The Company adopted the plan with the purpose of promoting the continued employment and dedication of our executive officers without distraction in the face of a potential change-in-control transaction. The Severance Policy also provides severance benefits in the event of certain qualifying terminations following a change-in-control. The Compensation Committee believes the Executive Severance Plan provides important protection to the Company’s executive officers, is consistent with the practices of peer companies and is appropriate for the attraction and retention of executive talent. The Company’s Severance Policy is described in further detail below.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Retirement Plans
We maintain the Montrose Environmental Group 401(k) Savings Plan, a tax qualified 401(k) defined contribution plan, for the benefit of our employees. Under the 401(k) plan, employees (including the current NEOs) are permitted to elect to reduce their current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to the 401(k) plan. We are also permitted to make contributions up to the legally prescribed limits on behalf of all eligible employees to the 401(k) plan. We have historically made a matching contribution of (1) 100% of each participant’s salary deferral up to 3% of his or her compensation and (2) 50% of each participant’s salary deferral for the next 1% of his or her compensation. The amount of any such matching contribution made on behalf of a NEO is reflected in the “All Other Compensation” column of the Summary Compensation Table below.
Other Benefits
Our named executive officers, like all full-time employees, are eligible to participate in our health and welfare benefit plans. We do not provide any other perquisites to our NEOs.
Overview of 2023 Compensation Program
The Compensation Committee and Board did not make any changes to NEO compensation for fiscal year 2023 and, as previously committed, NEOs will not receive any additional equity grants during the five-year vesting period of the long term outperformance grants made in 2021.
Stock Ownership Guidelines
Our Board believes that, in order to more closely align the interests of our NEOs and other designated officers with the long-term interests of the Company’s stockholders, all NEOs and other designated officers should maintain a minimum level of equity interests in the Company’s common stock. Such stock ownership guidelines are based on the value of common stock owned as a multiple of base salary. The guidelines will be reviewed annually and revised as appropriate to keep pace with competitive and good governance practices. The multiples are set based upon each officer’s position, as set forth below:
| | | | | | | | Position | | Stock Ownership Multiple | | | Chief Executive Officer
| | 6x Base Salary | | | Other Executive Officers Directly Reporting to CEO
| | 3x Base Salary | | | Other Designated Executives
| | 1x Base Salary |
As of January 31, 2022, all of our Named Executive Officers exceeded or were on track to meet this requirement.
The determination of stock ownership includes the following:
Shares owned directly (including through open market purchases)
Shares owned jointly with or separately by the individual’s spouse
Shares held in trust for the benefit of the individual, the individual’s spouse, and/or the individual’s children
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Unvested time-based restricted stock awards or restricted stock units
The value of vested unexercised stock options, unearned performance-based RSUs and unearned performance-based SARs (i.e., the Outperformance Equity Grant) are not included in the determination of stock ownership.
Anti-Hedging Policy
The Company has adopted an insider trading policy which, among other things, prohibits our directors, officers, employees and consultants from engaging in the following types of transactions in Company securities: (a) short term trading, (b) short sales, (c) transactions involving options or derivatives and (d) hedging transactions.
Tax Deductibility (162m)
Pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, compensation above $1,000,000 is generally non-deductible for any executive officer who was subject to Section 162(m) in fiscal year 2018 or, beginning with fiscal year 2019, has served as our chief executive officer or chief financial officer or has been one of our three highest-paid other executive officers. The Company’s objectives are not always consistent with the requirements for full deductibility. Therefore, deductibility is not the sole factor used in setting the appropriate compensation levels paid by the Company and decisions leading to future compensation levels may not be fully deductible under Section 162(m). We believe this flexibility enables us to respond to changing business conditions or to an executive’s exceptional individual performance.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Compensation Committee Matters
Compensation Committee Report
The Compensation Committee hereby reports as follows*:Company:
| | 1. | In fulfilling its oversight responsibilities,Any amendment to the Compensation Committee has reviewed and discussedCertificate of Incorporation will be approved in accordance with the Compensation Discussion and Analysis (CD&A) required by Item 402(b)requirements of Regulation S-K with management; andthe laws of the State of Delaware, which, in most cases, will require the affirmative vote of a majority of the then-outstanding shares of stock of the Company entitled to vote on the amendment;
| |
| | 2. | Based on its reviewThe affirmative vote of a majority of the then-outstanding shares of stock of the Company entitled to vote will be required for our stockholders to amend or repeal, in whole or in part, our Bylaws; and these discussions, has recommended to the Board of Directors that the CD&A be included or incorporated by reference in our fiscal year 2022 Annual Report on Form 10-K and this 2023 Proxy Statement.
|
Peter M. Graham
Richard E. Perlman
J. Thomas Presby
James K. Price
* | This Compensation Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any of our filings under the Securities Act of 1933, as amended, (the “Exchange Act”), whether made before or after the date hereof, unless specifically incorporated by reference therein.
|
| 3. | The affirmative vote of a majority of the voting power of the the-outstanding shares of stock of the Company entitled to vote will be required to remove directors from office for cause. | |
If our stockholders approve this proposal, it will become effective upon the filing of a Certificate of Amendment to our Certificate of Incorporation setting forth the amendment eliminating the Supermajority Voting Requirements with the Delaware Secretary of State, which we anticipate doing as soon as reasonably practicable following the Annual Meeting. The Board reserves the right to elect to abandon the amendment to our Certificate of Incorporation to eliminate the Supermajority Voting Requirements if it determines, in its sole discretion, that such change is no longer in the best interests of the Company and its stockholders. If the Board were to exercise such discretion, we will publicly disclose that fact, and the Company’s current Supermajority Voting Requirements would remain in place. In addition, the Board has approved conforming amendments to Section 3.4 and Article IX of the Bylaws to remove the 66 2/3% vote required for stockholders to remove directors from office for cause and to adopt, amend or repeal, or adopt any provision inconsistent with, any provision of the Bylaws, respectively. These Bylaw amendments will become effective only if stockholders approve the elimination of Supermajority Voting Requirements set forth in this proposal. If our stockholders do not approve this proposal, the Company’s current Supermajority Voting Requirements will remain in place, no amendment would be filed with the Delaware Secretary of State and the conforming amendments to the Bylaws will not become effective. Required Vote The approval of the amendments to the Certificate of Incorporation to eliminate the Supermajority Voting Requirements will require the affirmative vote of at least 66 2/3% of the voting power of the shares of our common stock outstanding and entitled to vote on this proposal. Abstentions and broker non-votes will have the same effect as a vote against this proposal. | | | | | | | | | | |
|
| | | | | | | | | | | |
| | | | | | | | | | 89 | | |
2024 ANNUAL PROXY STATEMENT THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL AND ADOPTION OF THE AMENDMENT OF THE COMPANY’S CERTIFICATE OF INCORPORATION TO REMOVE THE SUPERMAJORITY VOTING REQUIREMENTS AND REPLACE THEM WITH A MAJORITY VOTING STANDARD. | | | | | Page-55
| | | | | |
|
| | | | | | | | | | | | | | 
| | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
The table below summarizes information concerning the compensation awarded to, earned by or paid to our NEOs during the fiscal years ended December 31, 2020, December 31, 2021 and December 31, 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | Name and
Principal Position | | Year | | Salary(1) ($) | | Bonus ($) | | Stock
Awards(2) ($) | | Option
Awards(2) ($) | | Non-Equity
Incentive Plan
Compensation(3)
($) | | All Other
Compensation(4) ($) | | Total ($) | | | | | | | | | | | Vijay Manthripragada
President and Chief Executive Officer | | 2022 | | 775,000 | | - | | - | | 1,062,764 | | 121,200 | | 12,200 | | 1,971,164 | | | 2021 | | 600,000 | | - | | 42,239,198 | | 14,943,673 | | 638,380 | | - | | 58,421,251 | | | 2020 | | 595,833 | | - | | - | | 1,438,887 | | 2,686,440 | | 9,975 | | 4,731,136 | | | | | | | | | | | Allan Dicks
Chief Financial Officer | | 2022 | | 450,000 | | - | | - | | 531,382 | | 48,480 | | 12,200 | | 1,042,062 | | | 2021 | | 400,000 | | - | | 15,085,457 | | 5,632,258 | | 159,595 | | 1,819 | | 21,279,128 | | | 2020 | | 400,000 | | - | | - | | 719,453 | | 1,171,610 | | 9,975 | | 2,301,038 | | | | | | | | | | | Nasym Afsari
General Counsel and Secretary | | 2022 | | 450,000 | | - | | - | | 531,382 | | 48,480 | | 12,200 | | 1,042,062 | | | 2021 | | 400,000 | | - | | 15,085,457 | | 5,632,258 | | 159,595 | | 1,819 | | 21,279,128 | | | 2020 | | 400,000 | | - | | - | | 719,453 | | 1,171,610 | | 9,975 | | 2,301,038 | | | | | | | | | | | Joshua W. LeMaire
Chief Operating Officer | | 2022 | | 475,000 | | 35,000(5) | | - | | 531,382 | | 24,240 | | 11,733 | | 1,077,355 | | | 2021 | | 400,000 | | - | | 15,688,837 | | 5,632,258 | | 159,595 | | 1,853 | | 21,882,544 | | | 2020 | | 400,000 | | - | | - | | 719,453 | | 1,171,610 | | 9,975 | | 2,301,038 | | | | | | | | | | | Jose M. Revuelta
Chief Strategy Officer | | 2022 | | 475,000 | | - | | - | | 531,382 | | 96,960 | | 12,200 | | 1,115,542 | | | 2021 | | 400,000 | | - | | 15,688,837 | | 5,632,258 | | 159,595 | | 1,853 | | 21,882,544 | | | 2020 | | 400,000 | | - | | - | | 719,453 | | 1,171,610 | | 9,975 | | 2,301,038 |
(1) | The amount in this column reflects the amount of salary earned during the applicable calendar year. See CD&A for more details regarding NEOs’ salaries.90
|
(2) | These columns reflect the full grant-date fair value of time-and performance-based restricted stock units, stock options and stock appreciation rights granted during the applicable year as measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718. These amounts do not correspond to the actual value that may be recognized by the NEOs upon vesting or exercise of the applicable awards. See Note 18 to our audited consolidated financial statements contained in our annual report on Form 10-K for the fiscal year ended December 31, 2022. The amounts listed for 2021 include performance-based SARs, which represent $13,797,000 of the Option Awards listed for Mr. Manthripragada, and $5,058,900 of the Option Awards listed for our other NEOs, and which are subject to the achievement of material outperformance hurdles and if earned, vest at the five-year anniversary of grant. Further, $20,119,599 of the Stock Awards listed for Mr. Manthripragada in 2021 are subject to the achievement of performance hurdles and vest, if earned, at the four- or five- year anniversary of
|
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
| the date of grant. All Stock Awards and SARs granted to our NEOs in fiscal year 2021 were one-time awards, and such NEOs are not eligible to receive any additional equity grants for five years from the date of grant, with the exception of stock option awards granted in fiscal year 2022 for the Company’s performance in 2021 pursuant to the 2021 NEO compensation plans. |
(3) | We maintain a non-equity incentive plan for executives, as described in more detail in the CD&A. The amounts reported represent the 2020, 2021 and 2022 Acquisition Based Bonus described therein earned for the years ended December 31, 2020, December 31, 2021 and December 31, 2022, for which payment was made in January 2021, January 2022 and March 2023, respectively, and for 2020 and 2021, amounts earned under the NEO’s 2020 and 2021 Organic Growth Cash Bonus, which were paid in the first quarter of the respective subsequent years. The amounts reported for 2020 also include $2m of bonus paid to Mr. Manthripragada and $1m to each of our other NEOs upon completion of our initial public offering.
|
(4) | The amount reported represents the Company’s match of contributions to a 401(k) plan, which plan is described in the CD&A.
|
(5) | Represents a discretionary amount awarded to Mr. LeMaire under the Acquisition Based Bonus program as described in more detail in the CD&A.
|
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Grants of Plan Based Awards in Fiscal Year 2022
The following table sets forth awards granted to our NEOs in fiscal year 2022.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards | | | | | | | | | | | | | | | | |  | |  | |  | |  | |  | |  | |  | |  | |  | | | | | | | | | | |  | | Organic Growth - Cash | | N/A | | 66,138 | | 462,500 | | 925,000 | | | | | | | | | Acquisition Based - Cash(3) | | N/A | | | | 121,200 | | - | | | | | | | | | 2021 Organic Growth Equity: Options - Performance | | 2/28/2022 | | | | | | | | 71,006 | | $44.11 | | 1,062,764 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |  | | Organic Growth - Cash | | N/A | | 27,170 | | 190,000 | | 380,000 | | | | | | | | | Acquisition Based - Cash(3) | | N/A | | | | 48,480 | | - | | | | | | | | | 2021 Organic Growth Equity: Options - Performance | | 2/28/2022 | | | | | | | | 35,503 | | $44.11 | | 531,382 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |  | | Organic Growth Cash | | N/A | | 23,953 | | 167,500 | | 335,000 | | | | | | | | | Acquisition Based - Cash(3) | | N/A | | | | 48,480 | | | | | | | | | | | 2021 Organic Growth Equity: Options - Performance | | 2/28/2022 | | | | | | | | 35,503 | | $44.11 | | 531,382 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |  | | Organic Growth Cash | | N/A | | 38,610 | | 270,000 | | 540,000 | | | | | | | | | Acquisition Based - Cash(3) | | N/A | | | | 24,240 | | | | | | | | | | | 2021 Organic Growth Equity: Options - Performance | | 2/28/2022 | | | | | | | | 35,503 | | $44.11 | | 531,382 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |  | | Organic Growth Cash | | N/A | | 11,798 | | 82,500 | | 165,000 | | | | | | | | | Acquisition Based - Cash(3) | | N/A | | | | 96,960 | | | | | | | | | | | 2021 Organic Growth Equity: Options - Performance | | 2/28/2022 | | | | | | | | 35,503 | | $44.11 | | 531,382 |
(1) | All equity awards were awarded under our Stock Plan and were for fiscal year 2021 performance pursuant to our NEO compensation plans that were in place prior to the grant of the one-time long term incentive grants in December 2021.
|
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
(2) | Exercise price for all equity awards granted under the Stock Plan are based on the closing price of the Company’s common stock on the NYSE on the date of grant, unless the date of grant falls on a non-trading day, in which case, exercise price is equal to the closing price on the immediately prior trading day.
|
(3) | Amounts listed reflect actual amounts earned by our NEOs in fiscal year 2022 under the Acquisition Based Bonus program, and which were paid in fiscal year 2023. The Acquisition Based Bonus program for fiscal year 2022 did not have a target.
|
Existing Agreements with Named Executive Officers
Vijay Manthripragada. We entered into an offer letter with Mr. Manthripragada on July 13, 2015, for the position of President. Mr. Manthripragada was subsequently appointed CEO and President on February 17, 2016. On June 23, 2016, the Company provided Mr. Manthripragada with an executive compensation letter pursuant to which, among other things, Mr. Manthripragada was entitled to a $2,000,000 cash payment upon the occurrence of a change in control or the effectiveness of an initial public offering of the Company, subject to his continued employment through such date. Mr. Manthripragada received the $2,000,000 payment following consummation of the Company’s initial public offering (“IPO”) in July 2020.
Allan Dicks. We entered into an offer letter with Mr. Dicks on August 8, 2016, for the position of Chief Financial Officer. On August 8, 2016, the Company provided Mr. Dicks with an executive compensation letter pursuant to which, among other things, Mr. Dicks was entitled to a $1,000,000 cash payment upon the occurrence of a change in control or the effectiveness of an initial public offering of the Company, subject to his continued employment through such date. Mr. Dicks received the $1,000,000 payment following consummation of the IPO.
Nasym Afsari. We entered into an offer letter with Ms. Afsari on October 14, 2014, for the position of General Counsel. On June 23, 2016, the Company provided Ms. Afsari with an executive compensation letter, which was supplemented on September 14, 2017, pursuant to which, among other things, Ms. Afsari was entitled to a $1,000,000 cash payment upon the occurrence of a change in control or the effectiveness of an initial public offering of the Company subject to her continued employment through such date. Ms. Afsari received the $1,000,000 payment following consummation of the IPO.
Joshua W. LeMaire. We entered into an offer letter with Mr. LeMaire on July 2, 2015, for the position of Vice President, Business Development and Marketing. Mr. LeMaire was subsequently appointed Chief Operations Officer on June 28, 2017. On June 23, 2016, the Company provided Mr. LeMaire with an executive compensation letter, pursuant to which, among other things, Mr. LeMaire was entitled to a $1,000,000 cash payment upon the occurrence of a change in control or the effectiveness of an initial public offering of the Company subject to his continued employment through such date. Mr. LeMaire received the $1,000,000 payment following consummation of the IPO.
Jose M. Revuelta. We entered into an offer letter with Mr. Revuelta on March 4, 2014, for the position of Vice President. Mr. Revuelta was subsequently appointed Chief Strategy Officer on June 28, 2017. On June 23, 2016, the Company provided Mr. Revuelta with an executive compensation letter, pursuant to which, among other things, Mr. Revuelta was entitled to a $1,000,000 cash payment upon the occurrence of a change in control or the effectiveness of an initial public offering of the Company subject to his continued employment through such date. Mr. Revuelta received the $1,000,000 payment following consummation of the IPO.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
Outstanding Equity Awards at 2022 Fiscal Year End
The following table provides information on stock options, restricted stock units and stock appreciation rights granted to the NEOs that were outstanding on December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | | | | | | | | | | | | 
| |  | |  | |  | |  | |  | |  | |  | |  | |  | |  | | | | | | | | | | | | | 
| | 6/23/2016 | | 209,125 | | - | | | | 6.03 | | 6/23/2026 | | | | | | | | | | | 1/10/2019(2) | | 34,100 | | - | | | | 24 | | 1/10/2029 | | | | | | | | | | | 1/1/2020(2) | | 25,188 | | 12,595 | | | | 31.6 | | 1/1/2030 | | | | | | | | | | | 7/22/2020(3) | | 71,520 | | 71,521 | | | | 15 | | 7/22/2030 | | | | | | | | | | | 1/1/2021(2) | | 12,098 | | 24,197 | | | | 30.96 | | 1/1/2031 | | | | | | | | | | | 3/18/2021(4) | | 21,125 | | - | | | | 47.72 | | 3/18/2031 | | | | | | | | | | | 12/16/2021 | | | | | | 900,000(5) | | 66.79 | | 12/16/2031 | | | | | | | | | | | 12/16/2021 | | | | | | | | | | | | 316,209(6) | | 14,036,518 | | | | | | | 12/16/2021 | | | | | | | | | | | | | | | | 316,209(7) | | 14,036,518 | | | 2/28/2022(4) | | 35,503 | | 35,503 | | | | 44.11 | | 2/28/2032 | | | | | | | | | | | | | | | | | | | | | 
| | 12/13/2016 | | 62,500 | | - | | | | 9.76 | | 12/13/2026 | | | | | | | | | | | 1/10/2019(2) | | 20,460 | | - | | | | 24 | | 1/10/2029 | | | | | | | | | | | 1/1/2020(2) | | 12,594 | | 6,298 | | | | 31.6 | | 1/1/2030 | | | | | | | | | | | 7/22/2020(3) | | 35,760 | | 35,761 | | | | 15 | | 7/22/2030 | | | | | | | | | | | 1/1/2021(2) | | 6,049 | | 12,099 | | | | 30.96 | | 1/1/2031 | | | | | | | | | | | 3/18/2021(4) | | 10,563 | | - | | | | 47.72 | | 3/18/2031 | | | | | | | | | | | 12/16/2021 | | | | | | 330,000(5) | | 66.79 | | 12/16/2031 | | | | | | | | | | | 12/16/2021 | | | | | | | | | | | | 225,864(6) | | 10,026,103 | | | | | | | 2/28/2022(4) | | 17,751 | | 17,752 | | | | 44.11 | | 2/28/2032 | | | | | | | | | | | | | | | | | | | | | 
| | 6/23/2016 | | 43,348 | | - | | | | 6.03 | | 6/23/2026 | | | | | | | | | | | 1/10/2019(2) | | 20,460 | | - | | | | 24 | | 1/10/2029 | | | | | | | | | | | 1/1/2020(2) | | 12,594 | | 6,298 | | | | 31.6 | | 1/1/2030 | | | | | | | | | | | 7/22/2020(3) | | 35,760 | | 35,761 | | | | 15 | | 7/22/2030 | | | | | | | | | | | 1/1/2021(2) | | 6,049 | | 12,099 | | | | 30.96 | | 1/1/2031 | | | | | | | | | | | 3/18/2021(4) | | 10,563 | | - | | | | 47.72 | | 3/18/2031 | | | | | | | | | | | 12/16/2021 | | | | | | 330,000 (5) | | 66.79 | | 12/16/2031 | | | | | | | | | | | 12/16/2021 | | | | | | | | | | | | 225,864(6) | | 10,026,103 | | | | | | | 2/28/2022(4) | | 17,751 | | 17,752 | | | | 44.11 | | 2/28/2032 | | | | | | | | |
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Option Awards | | Stock Awards | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 
| | 6/23/2016 | | 154,709 | | - | | | | 6.03 | | 6/23/2026 | | | | | | | | | | | 1/10/2019(2) | | 6,820 | | - | | | | 24 | | 1/10/2029 | | | | | | | | | | | 1/1/2020(2) | | 6,297 | | 6,298 | | | | 31.6 | | 1/1/2030 | | | | | | | | | | | 7/22/2020(3) | | 35,760 | | 35,761 | | | | 15 | | 7/22/2030 | | | | | | | | | | | 1/1/2021(2) | | 6,049 | | 12,099 | | | | 30.96 | | 1/1/2031 | | | | | | | | | | | 3/18/2021(4) | | 10,563 | | - | | | | 47.72 | | 3/18/2031 | | | | | | | | | | | 12/16/2021 | | | | | | 330,000(5) | | 66.79 | | 12/16/2031 | | | | | | | | | | | 12/16/2021 | | | | | | | | | | | | 234,898(6) | | 10,427,122 | | | | | | | 2/28/2022(4) | | 17,751 | | 17,752 | | | | 44.11 | | 2/28/2032 | | | | | | | | | | | | | | | | | | | | | 
| | 9/2/2014 | | 50,000 | | - | | | | 5.72 | | 9/2/2024 | | | | | | | | | | | 6/23/2016 | | 137,875 | | - | | | | 6.03 | | 6/23/2026 | | | | | | | | | | | 1/10/2019(2) | | 20,460 | | - | | | | 24 | | 1/10/2029 | | | | | | | | | | | 1/1/2020(2) | | 12,594 | | 6,298 | | | | 31.6 | | 1/1/2030 | | | | | | | | | | | 7/22/2020(3) | | 35,760 | | 35,761 | | | | 15 | | 7/22/2030 | | | | | | | | | | | 1/1/2021(2) | | 6,049 | | 12,099 | | | | 30.96 | | 1/1/2031 | | | | | | | | | | | 3/18/2021(4) | | 10,563 | | - | | | | 47.72 | | 3/18/2031 | | | | | | | | | | | 12/16/2021 | | | | | | 330,000(5) | | 66.79 | | 12/16/2031 | | | | | | | | | | | 12/16/2021 | | | | | | | | | | | | 234,898(6) | | 10,427,122 | | | | | | | 2/28/2022(4) | | 17,751 | | 17,752 | | | | 44.11 | | 2/28/2032 | | | | | | | | |
(1) | Calculated by multiplying the number of restricted stock units by $44.39, the closing price of our common stock on December 30, 2022.
|
(2) | 1/3 of the shares subject to the options vest on each anniversary of the grant date.
|
(3) | 50% of the shares subject to the option will vest on the two-year anniversary of the grant date and the remaining 50% will vest on the four-year anniversary of the grant date.
|
(4) | 50% of the shares subject to the option vest on the six-month anniversary of the grant date, and the remaining 50% vest on the twelve-month anniversary of the grant date.
|
(5) | The earned portion of the SARs shall vest, if at all, on the fifth (5th) anniversary of the date of grant based on achievement of outperformance hurdles over a five year period, subject to continued service. The performance hurdles shall be deemed achieved if the average trading price per share of the Company’s common stock equals or exceeds the applicable stock price performance hurdle set forth below for the trading days falling in a consecutive 20-day period prior to the vesting date.
|
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
| | | | | | | | SAR Stock Price Performance Hurdle
| | Portion of SARs Subject to Performance
Hurdle
| | | | | | $133.58 (200% of grant price)
| | 1/3 | | | | | | $166.98 (250% of grant price)
| | 1/3 | | | | | | $200.37 (300% of grant price)
| | 1/3 | | |
(6) | Fifty percent (50%) of the RSUs vest on each of the fourth (4th) and fifth (5th) anniversaries of the date of grant, subject to the NEO’s continued service through each such date.
|
(7) | Fifty percent (50%) of the Performance RSUs vest on each of the fourth (4th) and fifth (5th) anniversaries of the date of grant, subject to the Mr. Manthripragada’s continued service through each such date and further subject to achievement of the Performance Criteria (as defined below). If the Performance Criteria is not met prior to the fourth (4th) anniversary of the date of grant, none of the Performance RSUs will vest at such time, and if the Performance Criteria is subsequently met prior to the fifth (5th) anniversary of the date of grant, all of the Performance RSUs will vest at such time, subject to continued service through such date. If the Performance Criteria is not met by the fifth (5th) anniversary of the date of grant, all of the Performance RSUs will be forfeited. The “Performance Criteria” will be met if the Company achieves $90M in adjusted EBITDA (as reported) for any trailing twelve-month period from and after December 31, 2022, which shall be measured quarterly for purposes of determining if the Performance Criteria has been met.
|
Option Exercises and Stock Vested in Fiscal Year 2022
Our NEOs did not exercise any options nor vest in any stock awards during fiscal year 2022.
Potential Payments Upon Termination or Change In Control
The Company maintains certain arrangements and plans under which the NEOs are eligible to receive cash severance, equity vesting and other benefits upon termination of employment with the Company, or upon a change in control. These arrangements are part of our overall compensation program, and are tailored to our goal of attracting, motivating, and retaining our executives. These carefully structured change in control and severance benefits allow our NEOs to focus their attention on the Company’s business and on any proposed corporate transaction without undue concern for the impact of the transaction on their own employment or financial situations.
Severance Policy
The Company adopted and maintains the Montrose Environmental Group, Inc. Executive Severance Policy (the “Severance Policy”), effective as of January 1, 2020. Under the Severance Policy, in the event any NEO is terminated other than for Cause, death or Disability or resigns for Good Reason (each as defined in the Severance Policy) and subject to the execution and delivery of a general release of claims against the Company, the NEO is eligible for base salary continuation for a period of 12 months in an amount equal to two times base salary in the case of the Chief Executive Officer or one times base salary for all other NEOs, payable over a period of 12 months; provided, however, that if the involuntary termination occurs within two (2) years following a Change in Control (as defined in the Severance Policy), (i) payment of the base salary continuation shall be made in lump sum and (ii) all outstanding and unvested equity incentive awards previously granted to the NEO shall immediately vest in full, with performance-based awards vesting based on the assumption that the target level of performance has been achieved, subject to any more specific terms set forth in an equity
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
grant award agreement (as described below). This Severance Policy supersedes the change in control payments and benefits set forth in all existing agreements with NEOs summarized above in the section captioned “Existing Agreements with Named Executive Officers.”
Voluntary Termination other than for Good Reason or Termination for Cause
The NEO would receive no payments or other benefits upon a voluntary termination of employment that did not meet the requirements of a Good Reason termination or following a termination for Cause, in either case as those terms are defined in the Severance Policy. Unvested RSUs, Performance RSUs, SARs and options would not vest and would be forfeited.
Death, Disability, Termination Not for Cause or Resignation for Good Reason Not in Connection with a Change in Control
The NEO would be eligible for continuation of base salary in an amount as described above under the Severance Policy if the NEO’s employment was terminated for a reason other than for Cause, if the NEO resigned for Good Reason, or as a result of the NEO’s death or disability. Unvested RSUs, Performance RSUs SARs and options would not vest and would be forfeited.
Change in Control
The NEOs’ outstanding RSUs, and options will vest in full upon the change in control if the NEO remains employed until a Change in Control occurred. Similarly, if the Performance RSUs performance criteria was met before or in connection with a Change in Control, and if any of the performance-based SAR stock price hurdles were met before the Change in Control occurred or would vest based on the consideration to be received in a Change in Control, the Performance RSUs would vest and the SARs would vest as to such tranche of SARs if the NEO remains employed until the Change in Control date. The phrase “Change in Control” is defined to generally include:
the acquisition of beneficial ownership of 50% or more of the combined voting power of the then outstanding shares of the Company;
the directors constituting the Company’s Board of Directors on October 25, 2017, cease to constitute a majority of the Board together with new members appointed by a majority of directors then serving as directors;
the merger or consolidation of the Company with another corporation, which results in the Company’s stockholders holding less than 50% of the combined voting securities of the surviving company; or
the complete liquidation or dissolution of the Company, or a sale or disposition of all or substantially all of the Company’s assets (with certain exceptions).
Termination After Change in Control
The NEO would be eligible for a lump sum cash payment in an amount as described above under the Severance Policy if the NEO was terminated from employment within two years following a Change in Control. Unvested RSUs, Performance RSUs, SARs and options would vest, with performance-based equity vesting at the target level of achievement, subject to any more specific terms set forth in an equity grant award agreement.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
The following table sets forth information with respect to the value of payments or vesting acceleration, as applicable, such NEO would be entitled to receive assuming that there occurs as of December 31, 2022 (1) the NEO’s death, disability, Termination not for Cause or Good Reason Termination, and (2) a Change in Control:
| | | | | | | | | | | | | | | | | Vijay Manthripragada | | | | | | | | | | | | | | | | | | | | | | | | Executive Severance Policy Upon Termination or Change in Control | | Not For Cause or Good Reason ($) | | | Death or Disability ($) | | | Change in Control ($) | | | Change in Control Termination ($) | | | | | | | | Cash Severance | | | 1,550,000 | (1) | | | 1,550,000 | (1) | | | 0 | | | | 1,550,000 | (1) | | | | | | | Stock Options(2) | | | 0 | | | | 0 | | | | 2,597,999 | (3) | | | 2,597,999 | (3) | | | | | | | Restricted Stock Units | | | 0 | | | | 0 | | | | 14,036,518 | (4) | | | 14,036,518 | (4) | | | | | | | Performance Restricted Stock Units | | | 0 | | | | 0 | | | | 0 | (5) | | | 0 | (5) | | | | | | | TOTAL | | | 1,550,000 | | | | 1,550,000 | | | | 16,634,516 | | | | 18,184,516 | |
| | | | | | | | | | | | | | | | | Allan Dicks | | | | | | | | | | | | | | | | | | | | | | | | Executive Severance Policy Upon Termination or Change in Control | | Not For Cause or Good Reason ($) | | | Death or Disability ($) | | | Change in Control ($) | | | Change in Control Termination ($) | | | | | | | | Cash Severance | | | 450,000 | (1) | | | 450,000 | (1) | | | 0 | | | | 450,000 | (1) | | | | | | | Stock Options(2) | | | 0 | | | | 0 | | | | 1,299,027 | (3) | | | 1,299,027 | (3) | | | | | | | Restricted Stock Units | | | 0 | | | | 0 | | | | 10,026,103 | (4) | | | 10,026,103 | (4) | | | | | | | TOTAL | | | 450,000 | | | | 450,000 | | | | 11,325,130 | | | | 11,775,130 | |
| | | | | | | | | | | | | | | | | Nasym Afsari | | | | | | | | | | | | | | | | | | | | | | | | Executive Severance Policy Upon Termination or Change in Control | | Not For Cause or Good Reason ($) | | | Death or Disability ($) | | | Change in Control ($) | | | Change in Control Termination ($) | | | | | | | | Cash Severance | | | 450,000 | (1) | | | 450,000 | (1) | | | 0 | | | | 450,000 | (1) | | | | | | | Stock Options(2) | | | 0 | | | | 0 | | | | 1,299,027 | (3) | | | 1,299,027 | (3) | | | | | | | Restricted Stock Units | | | 0 | | | | 0 | | | | 10,026,103 | (4) | | | 10,026,103 | (4) | | | | | | | TOTAL | | | 450,000 | | | | 450,000 | | | | 11,325,130 | | | | 11,775,130 | |
| | | | | | | | | | | | | | | | | Joshua W. LeMaire | | | | | | | | | | | | | | | | | | | | | | | | Executive Severance Policy Upon Termination or Change in Control | | Not For Cause or Good Reason ($) | | | Death or Disability ($) | | | Change in Control ($) | | | Change in Control Termination ($) | | | | | | | | Cash Severance | | | 475,000 | (1) | | | 475,000 | (1) | | | 0 | | | | 475,000 | (1) | | | | | | | Stock Options(2) | | | 0 | | | | 0 | | | | 1,299,027 | (3) | | | 1,299,027 | (3) | | | | | | | Restricted Stock Units | | | 0 | | | | 0 | | | | 10,427,122 | (4) | | | 10,427,122 | (4) | | | | | | | TOTAL | | | 475,000 | | | | 475,000 | | | | 11,726,150 | | | | 12,201,150 | |
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
| | | | | | | | | | | | | | | | | Jose M. Revuelta | | | | | | | | | | | | | | | | | | | | | | | | Executive Severance Policy Upon Termination or Change in Control | | Not For Cause or Good Reason ($) | | | Death or Disability ($) | | | Change in Control ($) | | | Change in Control Termination ($) | | | | | | | | Cash Severance | | | 475,000 | (1) | | | 475,000 | (1) | | | 0 | | | | 475,000 | (1) | | | | | | | Stock Options(2) | | | 0 | | | | 0 | | | | 1,299,027 | (3) | | | 1,299,027 | (3) | | | | | | | Restricted Stock Units | | | 0 | | | | 0 | | | | 10,427,122 | (4) | | | 10,427,122 | (4) | | | | | | | TOTAL | | | 475,000 | | | | 475,000 | | | | 11,726,150 | | | | 12,201,150 | |
(1) | The amount shown is equal to one times (two times for Mr. Manthripragada) the base salary at time of termination.
|
(2) | The vesting of any tranche(s) of unvested SARs will depend on whether any of the stock price hurdles were met prior to the Change in Control or whether any such tranche of unvested SARs would vest based on the value of the consideration to be received in the Change of Control. No amount is included in respect of such SARs because the stock price of $44.39 at December 30, 2022 did not exceed any of the stock price hurdles of the SARs.
|
(3) | All unvested stock options will vest immediately prior to the consummation of a Change in Control. The amount shown is the value of all unvested stock options based on the difference between the exercise price and the stock price of $44.39 at December 30, 2022.
|
(4) | All unvested restricted stock units will vest upon a Change in Control. The amount shown is the market value of all unvested restricted stock units based on the stock price of $44.39 on December 30, 2022.
|
(5) | The vesting of Performance Restricted Stock Units will depend on whether the adjusted EBITDA performance hurdle has been achieved prior to a Change in Control. No amount is included in respect of such Performance Restricted Stock Units because the performance hurdle had not been achieved as of December 30, 2022.
|
CEO Pay Ratio
For fiscal year 2022, the annual total compensation for the median employee of the Company (other than our CEO) was $69,622.93 and the annual total compensation of our CEO was $1,971,164. Based on this information, for fiscal year 2022 the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 28 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934.
We identified our median employee from among our employees as of December 31, 2022, the last day of our fiscal year. To identify our median employee, we used a “total direct compensation” measure consisting of: (i) fiscal year 2022 annual base pay (salary or gross wages for hourly employees, including paid leave), which we annualized for any permanent employees who commenced work during the year, (ii) bonuses and cash incentives payable for fiscal year 2022 (excluding allowances and relocation payments), and (iii) the grant date fair value of equity granted in fiscal year 2022 measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718. Compensation amounts were determined from our human resources and payroll systems of record. We included non-US employees and converted their total direct compensation to USD based on the foreign exchange rate in effect on the last business day of our fiscal year 2022 (December 30, 2022). The median-paid employee is selected by ranking the annual total direct compensation from lowest to highest of all employees (excluding the CEO).
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT
|
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “compensation actually paid” for our principal executive officer (“PEO”) andNon-PEO
NEOs and Company performance for the fiscal yearslisted
below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.” | | | | | | | | | | | | | | | | | | | | | | | | | | | | Summary
Compensation
Table Total for
Vijay
Manthripragada (1) ($) | | Compensation
Actually Paid to Vijay
Manthripragada (1),(2),(3) ($) | | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | | Average Compensation Actually Paid to Non-PEO NEOs (1),(2),(3) ($) | | Value of Initial
Fixed $100
Investment
based on: (4) | | | | Consolidated
Adjusted
EBITDA 5 | | | | | | | | | | | | | | | | | (a) | | (b) | | (c) | | (d) | | (e) | | (f) | | (g) | | (h) | | (i) | | | | | | | | | | | | 2022 | | 1,971,164 | | (33,620,506) | | 1,069,255 | | (12,569,618) | | 201.77 | | 121.81 | | (31.8) | | 66.2 | | | | | | | | | | | | 2021 | | 58,421,251 | | 78,926,873 | | 21,580,836 | | 30,171,824 | | 320.50 | | 152.66 | | (25.3) | | 73.2 | | | | | | | | | | | | 2020 | | 4,731,136 | | 7,608,420 | | 2,301,038 | | 4,233,071 | | 140.73 | | 115.89 | | (57.9) | | 54.5 |
(1) | Vijay Manthripragada was our PEO for each year presented. The individuals comprising theNon-PEO
NEOs for each year presented are listed below. |
| | | | Allan Dicks | | Nasym Afsari | | Joshua W. LeMaire | | Jose M. Revuelta |
(2) | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of RegulationS-K
and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
(3) | Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and theNon-PEO
NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT
|
| | | | | | | | | | | | | | | | | Summary
Compensation Table
Total for Vijay
Manthripragada
($) | | Exclusion of Stock
Awards and Option
Awards for Vijay
Manthripragada
($) | | Inclusion of Equity
Values for Vijay
Manthripragada
($) | | Compensation
Actually Paid to Vijay
Manthripragada
($) | | | | | | | | 2022 | | 1,971,164 | | (1,062,764) | | (34,528,906) | | (33,620,506) | | | | | | | | 2021 | | 58,421,251 | | (57,182,871) | | 77,688,493 | | 78,926,873 | | | | | | | | 2020 | | 4,731,136 | | (1,438,887) | | 4,316,171 | | 7,608,420 |
| | | | | | | | | | | | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) | | Average Inclusion of Equity Values for Non-PEO NEOs ($) | | Average Compensation Actually Paid to Non-PEO NEOs ($) | | | | | | | | 2022 | | 1,069,255 | | (531,382) | | (13,107,491) | | (12,569,618) | | | | | | | | 2021 | | 21,580,836 | | (21,019,405) | | 29,610,393 | | 30,171,824 | | | | | | | | 2020 | | 2,301,038 | | (719,453) | | 2,651,486 | | 4,233,071 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| | | | | | | | | | | | | | | | | | | | | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Vijay Manthripragada ($) | | Change in Fair
Value from Last
Day of Prior
Year to Last
Day of Year of
Unvested
Equity Awards
Granted in
Prior Years
for Vijay
Manthripragada
($) | | Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for Vijay
Manthripragada
($) | | Change in Fair
Value from Last
Day of Prior
Year to Vesting
Date of
Unvested
Equity Awards
Granted in
Prior Years that
Vested During
Year for Vijay
Manthripragada
($) | | Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year for
Vijay
Manthripragada
($) | | Total -
Inclusion of
Equity Values
for Vijay
Manthripragada
($) | | | | | | | | | | 2022 | | 845,186 | | (33,528,440) | | 729,747 | | (2,575,399) | | 0 | | (34,528,906) | | | | | | | | | | 2021 | | 71,029,491 | | 6,232,690 | | 356,047 | | 70,265 | | 0 | | 77,688,493 | | | | | | | | | | 2020 | | 3,907,850 | | 408,321 | | 0 | | 0 | | 0 | | 4,316,171 |
| | | | | | | | | | | | | | | | | | | | | | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non- | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Years for Non-PEO NEOs ($) | | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non- | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards Granted in Prior Years that Vested During Year for Non-PEO NEOs ($) | | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | | | | | | | | | 2022 | | 422,605 | | (12,595,262) | | 364,863 | | (1,299,697) | | 0 | | (13,107,491) | | | | | | | | | | 2021 | | 26,235,686 | | 3,153,597 | | 178,024 | | 43,086 | | 0 | | 29,610,393 | | | | | | | | | | 2020 | | 1,953,945 | | 244,992 | | 0 | | 452,549 | | 0 | | 2,651,486 |
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT
|
(4) | The Peer Group TSR set forth in this table utilizes the MSCI USA ESG Leaders Index, which we also utilize in the stock performance graph required by Item 201(e) of RegulationS-K
included in our Annual Report for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting July 23, 2020, through the end of the listed year in the Company and in the MSCI USA ESG Leaders Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
(5) | We determined Consolidated Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO andNon-PEO
NEOs in 2022. Adjusted EBITDA is anon-GAAP
measure that adds backnon-recurring
expenses. Consolidated Adjusted EBITDA, a non-GAAP measure, represents net income (loss) before interest expense, income tax expense (benefit) and depreciation and amortization, adjusted for the impact of certain other items, including stock-based compensation expense, acquisition-related costs and fair value-related changes, as set forth in greater detail in our quarterly and annual earnings releases furnished to the SEC as exhibits to Current Reports on Form 8-K |
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR from July 23, 2020, the first day of trading of our common stock on the NYSE, over the three most recently completed fiscal years.
* | Performance reflected in comparable table included in our Annual Report on Form 10-K was computed based on an assumed initial investment of $100.00 at the initial public offering price per share in our initial public offering rather than the closing price on that day. |
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT
|
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the three most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company-Selected Measure
The following chart sets forth the relationship between Compensation ActuallyPaid
to our PEO, the average of Compensation A
ctually Paid to our Non-PEO NEOs, and our M&A EBITDA during the three most recently completed fiscal years.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT
|
Description of Relationship Between Company TSR and Peer Group TSR
The following chart compares our cumulative TSR from July 23, 2020, the first day oftrading
of our common stock on the NYSE, through the three most recently completed fiscal years to that of the MSCI USA ESG Leaders Index over the same period.Montrose Environmental Group, Inc. TSR* MSCI USA ESG Leaders Index TSR
* | Performance reflected in comparable Information presented in our Annual Report on Form 10-K was computed based on an assumed initial investment of $100.00 at the initial public offering price per share in our initial public offering rather than the closing price on that day. |
Financial Performance Measures
As described in greater detail under “Compensa
tion Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders.The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2022 to Company performance. The measures in this table are not ranked.
| | Consolidated Adjusted EBITDA | | Acquired Adjusted EBITDA |
2024 ANNUAL PROXY STATEMENT
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners and Management The following table indicates beneficial ownership of the Company’s common stock as of March 15, 2023 (the “Record Date”) by:the Record Date by (1) stockholders known by the Company to beneficially own more than 5% of the Company’s common stock,stock; (2) each of our directors and Named Executive Officers,Officers; and (2)(3) all of our directors and executive officers as a group. A total of 29,880,923[] shares of the Company’s common stock were issued and outstanding as of the Record Date. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases where community property laws apply or aswhere indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder. Shares of common stock subject to options, RSUs and other convertible securities that are exercisable or have vested, as applicable, or will be exercisable or will vest, as applicable, within 60 days of the Record Date are considered outstanding and beneficially owned by the person holding the options, RSUs or other convertible securities for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals listed below is Montrose Environmental Group, Inc., 5120 Northshore Drive, North Little Rock, ArkansasAR 72118. | | | | | | | | | | | | | Name and Address of Beneficial Owner | | No. of Shares
Beneficially Owned | | | % of Total Outstanding
Common Stock | | | | | | 5% Stockholders | | | | | | | | | | | | | Alger Associates, Inc.(1) | | | 2,848,212 | | | | 9.53 | % | | | | | UBS Group AG(2) | | | 2,362,771 | | | | 7.91 | % | | | | | Blackrock, Inc.(3) | | | 2,143,811 | | | | 7.17 | % | | | | | Capital Research Global Investors(4) | | | 1,972,095 | | | | 6.60 | % | | | | | Named Executive Officers and Directors | | | | | | | | | | | | | Vijay Manthripragada(5) | | | 481,783 | | | | 1.59 | % | | | | | Allan Dicks(6) | | | 232,036 | | | | * | | | | | | Nasym Afsari(7) | | | 216,651 | | | | * | | | | | | Joshua W. LeMaire(8) | | | 270,248 | | | | * | | | | | | Jose Revuelta(9) | | | 351,751 | | | | 1.16 | % | | | | | J. Miguel Fernandez de Castro | | | 129,110 | | | | * | | | | | | Peter M. Graham | | | 212,907 | | | | * | | | | | | Robin Newmark | | | 16,207 | | | | * | | | | | | Richard E. Perlman | | | 679,295 | | | | 2.27 | % | | | | | J. Thomas Presby(10) | | | 53,832 | | | | * | | | | | | James K. Price | | | 1,061,484 | | | | 3.55 | % | | | | | Janet Risi Field | | | 13,006 | | | | * | | | | | | All Directors & Executive Officers as a group (12 persons)(11) | | | 3,718,310 | | | | 11.9 | % |
| | | | | | | Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | | | Percentage of Total
Outstanding Common Stock | | | | | | | | | | | | | | | | 5% STOCKHOLDERS | | | | | | | | | | Blackrock, Inc.(1) | | | 2,509,351 | | | Page-72 []%
| | | | UBS Group AG(2) | | | 2,491,944 | | | []% | | | |
| | | | | | | The Vanguard Group(3) | | | 1,534,694 | | | []% | | | | 2023 ANNUAL PROXY STATEMENT
(1) | The information regarding the beneficial ownership of Alger Associates, Inc. is based on the Schedule 13G/A filed with the SEC by Alger Associates, Inc. on February 14, 2023. According to this Schedule 13G/A Alger Associates, Inc. has (i) sole power to vote 2,172,017 shares of common stock, (ii) shared power to vote 0 shares of common stock, (iii) sole power to dispose of 2,848,2112 shares of common stock and (iv) shared power to dispose of 0 shares of common stock. The address for the reporting person is 100 Pearl Street, 27th Floor, New York, NY 10004.
|
(2) | The information regarding the beneficial ownership of UBS Group AG is based on the Schedule 13G/A filed with the SEC by UBS Group AG on February 13, 2023. According to this Schedule 13G/A, UBS Group AG has (i) sole power to vote 1,672,901 shares of common stock, (ii) shared power to vote 0 shares of common stock, (iii) sole power to dispose of 0 shares of common stock and (iv) shared power to dispose of 2,362,771 shares of common stock. The address for the reporting person is Bahnhofstrasse 45, PO Box CH-8021, Zurich, Switzerland.
|
(3) | The information regarding the beneficial ownership of Blackrock, Inc. is based on the Schedule 13G/A filed with the SEC by Blackrock, Inc. on January 31, 2023. According to this Schedule 13G/A, Blackrock, Inc. has (i) sole power to vote 2,115,847shares of common stock, (ii) shared power to vote 0 shares of common stock, (iii) sole power to dispose of 2,143,811shares of common stock and (iv) shared power to dispose of 0 shares of common stock. The address for the reporting person is 55 East 52nd Street, New York, NY 10055.
|
(4) | The information regarding the beneficial ownership of Capital Research Global Investors is based on the Schedule 13G/A filed with the SEC by Capital Research Global Investors on February 13, 2023. According to this Schedule 13G/A, Capital Research Global Investors. has (i) sole power to vote 1,972,095 shares of common stock, (ii) shared power to vote 0 shares of common stock, (iii) sole power to dispose of 1,972,095 shares of common stock and (iv) shared power to dispose of 0 shares of common stock. The address for the reporting person is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071.
|
(5) | Includes 468,855 options to purchase shares of Company common stock that were exercisable as of the Record Date or that will be exercisable within 60 days of the Record Date.
|
(6) | Includes 195,776 options to purchase shares of Company common stock that were exercisable as of the Record Date or that will be exercisable within 60 days of the Record Date.
|
(7) | Includes 176,624 options to purchase shares of Company common stock that were exercisable as of the Record Date or that will be exercisable within 60 days of the Record Date.
|
(8) | Includes 268,048 options to purchase shares of Company common stock that were exercisable as of the Record Date or that will be exercisable within 60 days of the Record Date.
|
(9) | Includes 321,151 options to purchase shares of Company common stock that were exercisable as of the Record Date or that will be exercisable within 60 days of the Record Date.
|
(10) | Includes 10,000 options to purchase shares of Company common stock that were exercisable as of the Record Date.
|
(11) | Includes 1,440,454 options to purchase shares of Company common stock that were exercisable as of the Record Date or that will be exercisable within 60 days of the Record Date.
|
| | | | | | | | | | | | | | | NAMED EXECUTIVE OFFICERS AND DIRECTORS | | | | | | | | | | Vijay Manthripragada(4) | | | 493,882 | | | Page-73 []%
| | | | Allan Dicks(5) | | | 240,086 | | | * | | | | Nasym Afsari(6) | | | 222,701 | | | * | | | | Joshua W. LeMaire(7) | | | 276,298 | | | * | | | | Jose M. Revuelta(8) | | | 357,801 | | | []% | | | | J. Miguel Fernandez de Castro | | | 142,533 | | | * | | | | Peter M. Graham | | | 216,330 | | | * | | | | Robin L. Newmark | | | 19,630 | | | * |
| |
|
| | | | | | | | | | | | | |
| | | | | | | | | | 91 | | 2023 ANNUAL PROXY STATEMENT |
2024 ANNUAL PROXY STATEMENT CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
| | | | | Name and Address of Beneficial Owner | | Number of Shares Beneficially Owned | | Percentage of Total
Outstanding Common Stock | | | | Richard E. Perlman | | 682,718 | | []% | | | | J. Thomas Presby(9) | | 57,255 | | * | | | | James K. Price | | 1,064,907 | | []% | | | | Janet Risi Field | | 17,929 | | * | | | | ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (10 PERSONS) | | 3,792,070 | | []% |
*Less than 1%. (1) The information regarding the beneficial ownership of Blackrock, Inc. is based on the Schedule 13G/A filed with the SEC by Blackrock, Inc. on January 25, 2024. According to this Schedule 13G/A, Blackrock, Inc. has (i) sole power to vote 2,473,228 shares of common stock, (ii) shared power to vote 0 shares of common stock, (iii) sole power to dispose of 2,509,351 shares of common stock and (iv) shared power to dispose of 0 shares of common stock. The address for the reporting person is 50 Hudson Yards, New York, NY 10001. (2) The information regarding the beneficial ownership of UBS Group AG is based on the Schedule 13G/A filed with the SEC by UBS Group AG on February 13, 2024. According to this Schedule 13G/A, UBS Group AG has (i) sole power to vote 1,892,164 shares of common stock, (ii) shared power to vote 0 shares of common stock, (iii) sole power to dispose of 0 shares of common stock and (iv) shared power to dispose of 2,491,944 shares of common stock. The address for the reporting person is Bahnhofstrasse 45, PO Box CH-8021, Zurich, Switzerland. (3) The information regarding the beneficial ownership of The Vanguard Group is based on the Schedule 13G filed with the SEC by The Vanguard Group on February 13, 2024. According to this Schedule 13G, The Vanguard Group has (i) sole power to vote 0 shares of common stock, (ii) shared power to vote 50,955 shares of common stock, (iii) sole power to dispose of 1,459,291 shares of common stock and (iv) shared power to dispose of 75,403 shares of common stock. The address for the reporting person is 100 Vanguard Blvd., Malvern, PA 19355. (4) Includes 480,954 options to purchase shares of Company common stock that were exercisable as of the Record Date or that will be exercisable within 60 days of the Record Date. (5) Includes 201,826 options to purchase shares of Company common stock that were exercisable as of the Record Date or that will be exercisable within 60 days of the Record Date. (6) Includes 182,674 options to purchase shares of Company common stock that were exercisable as of the Record Date or that will be exercisable within 60 days of the Record Date. (7) Includes 274,098 options to purchase shares of Company common stock that were exercisable as of the Record Date or that will be exercisable within 60 days of the Record Date. (8) Includes 327,201 options to purchase shares of Company common stock that were exercisable as of the Record Date or that will be exercisable within 60 days of the Record Date. (9) Includes 10,000 options to purchase shares of Company common stock that were exercisable as of the Record Date. (10) Includes 1,476,753 options to purchase shares of Company common stock that were exercisable as of the Record Date or that will be exercisable within 60 days of the Record Date. | |
|
| | | | | | | | | | | | 
| | | | | | | | | | 92 | | |
2024 ANNUAL PROXY STATEMENT Certain Relationships and Related Party Transactions Our Audit Committee charter provides that our Audit Committee will review and approve transactions with our directors, officers and holders of more than 5% of our voting securities and their affiliates (each, a related party). Related Person Transaction Policy Pursuant to our Related Person Transaction Policy, a written policy adopted in connection with our initial public offering, subject to limited exceptions, related party transactions will not be approved unless the Board of Directors or the Audit Committee (in each case, composed of disinterested directors), as applicable, has approved of the transaction. Prior to approving any transaction with a related party, our Board of Directors or Audit Committee (in each case, composed of disinterested directors), as applicable, will consider the material facts as to the related party’s relationship with the Company or interest in the transaction. Investor Rights Agreement We are party to a Third Amended and Restated Investors’ Rights Agreement dated April 13, 2020, with Oaktree and the common stockholders party thereto, which include each of our executive officers and directors Perlman, Price, Fernandez de Castro, Presby and Graham (the “Investor Rights Agreement”). The Investor Rights Agreement includes a right of first offer in favor of Oaktree with respect to its pro rata portion of any new securities issued by us, excluding any shares to be issued by us in certain specified circumstances. This right of first offer survives so long as any share of Series A-2 preferred stock, or shares of our common stock issued in exchange for shares of Series A-2 preferred stock, remain outstanding. The terms of the Investor Rights Agreement include provisions for certain demand and piggyback registration rights in favor of Oaktree and certain other stockholders including Messrs. Perlman and Price. Oaktree, Messrs. Perlman and Price acting together, and holders who in the aggregate hold at least 25% of the then outstanding registrable securities (which includes all shares of common stock held by Oaktree, including shares to be issued upon redemption of our Series A-2 preferred stock) each have demand registration rights under the agreement. OCM Montrose II Holdings, L.P. is limited to three such demands, both of OCM Montrose Holdings, L.P. and Messrs. Perlman and Price acting together are limited to two such demands and any other initiating holder may not exercise any such demand once two demands have been previously effected. Each demand must cover registrable securities with an aggregate value of at least $5.0 million. Provided we are eligible to use Form S-3, Oaktree, Messrs. Perlman and Price acting together, and holders of at least 20% of the then outstanding registrable securities each have the right to demand that we file a registration statement on Form S-3. We are not, however, obligated to make more than two such Form S-3 registrations within a given 12-month period and such registration must cover securities with an aggregate value of at least $1.0 million. Oaktree, Messrs. Perlman and Price acting together, and the holders of registrable securities also have certain piggyback registration rights with respect to both Company-initiated registrations. On August 11, 2021 we filed a shelf registration statement on Form S-3 pursuant to an exercise of this demand right by Messrs. Perlman and Price which initially registered approximately 2.9 million shares of common stock. | | | | | | | | | | | | | | |
|
| | | | | | | | | | | |
| | | | | | | | | | 93 | | | | | | | | Page-74
| | | | | | |
| | | | | | | 2024 ANNUAL PROXY STATEMENT | | | | | | 2023 ANNUAL PROXY STATEMENT |
We are obligated to pay all Company expenses incurred in connection with registrations under the Investor Rights Agreement and the reasonable fees and expenses of one counsel for all participating holders. The holders will, however, bear their own selling expenses, including any underwriting discounts and commissions. The Investor Rights Agreement does not provide for the payment of any consideration by us to any holders of registrable securities if a registration statement is not declared effective or if the effectiveness is not maintained. A holder of registrable securities may transfer its registration rights under the Investor Rights Agreement only (i) to a transferee or assignee who acquires at least 30% of such holder’s registrable securities as of April 13, 2020, (ii) to specified family members and affiliates or (iii) with our written consent. only: | 1. | To a transferee or assignee who acquires at least 30% of such holder’s registrable securities as of April 13, 2020; | |
| 2. | To specified family members and affiliates; or | |
| 3. | With our written consent. | |
A holder’s registration rights will terminate on the date on which the holder and its affiliates have sold all of their registrable securities pursuant to Rule 144 or a registration under the Investor Rights Agreement. Indemnification Agreements Our Bylaws permit us to indemnify our executive officers and directors to the fullest extent permitted by law, subject to limited exceptions. We have entered into indemnification agreements with each of our executive officers and directors that provide, in general, that we will indemnify them to the fullest extent permitted by law in connection with their service to us or on our behalf. | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | 
| | | | | | | | | | 94 | | | | | | | | Page-75
| | | | | | |
| | | | | | | 2024 ANNUAL PROXY STATEMENT | | | | | | 2023 ANNUAL PROXY STATEMENT |
Q&A ABOUT OUR ANNUAL MEETINGAbout Our Annual Meeting This Q&A is being provided for your convenience and includes essential information about the proxy materials and how to ensure your shares are voted at the Annual Meeting. Please read this entire Proxy Statement carefully for information about the proposals being presented. What is the Purpose of the Annual Meeting? At the Company’s Annual Meeting, stockholders will act upon the following matters outlined in the accompanying Notice of the Annual Meeting: The election of our two Class III director nominees, Peter M. Graham and Richard E. Perlman;
| • | | The election of our three Class I director nominees, J. Miguel Fernandez de Castro, Vijay Manthripragada and Robin L. Newmark; | |
The ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023; and
| • | | The ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024; | |
| | • | | The approval, on a non-binding and advisory basis, of the compensation of our named executive officers (“Say-on-Pay”).; and | |
| • | | The approval of amendments to the Company’s Certificate of Incorporation to remove the 66 2/3% Supermajority Voting Requirements. | |
Stockholders may also act upon such other business that may properly come before the Annual Meeting. How doesDoes the Board of Directors Recommend I Vote? The Board recommends a vote: | | • | | ForFOR the election of each of our twothree Class IIII director nominees, Peter M. GrahamJ. Miguel Fernandez de Castro, Vijay Manthripragada and Richard E. Perlman;Robin L. Newmark;
| |
| | • | | ForFOR the ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023; and2024;
| |
| | • | | ForFOR the approval, on a non-binding and advisory basis, of the compensation of our named executive officers.officers; and
| |
| • | | FORthe approval of amendments to the Company’s Certificate of Incorporation to remove the 66 2/3% Supermajority Voting Requirements. | |
Who is Entitled to Vote? Only stockholders who owned shares of our common stock at the close of business on March 15, 202313, 2024 will be entitled to receive notice of and vote at the Annual Meeting. Each outstanding share of common stock entitles its holder to cast one vote on each matter to be voted upon. There are no cumulative voting rights. If, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a “holder of record.” If, on the Record Date, your | |
|
| | | | | | | | | | | |
| | | | | | | | | | 95 | | |
2024 ANNUAL PROXY STATEMENT shares were held in an account at a bank, broker, or other nominee, then you are the “beneficial owner” of shares held in “street name” and the Notice and your voting instruction form are being made available to you by that nominee.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
How Do I Vote? As a stockholder of record, you may vote your shares in any of the following ways: | | • | | By Telephone:Telephone. Call the toll-free number shown on your Notice or proxy card (you may vote until the adjournment of the Annual Meeting on May 9, 2023)7, 2024); | |
| | • | | Via the Internet:Internet. Follow the instructions on your Notice or proxy card (you may vote until the adjournment of the Annual Meeting on May 9, 2023)7, 2024); | |
| | • | | By Mail:Mail. You should mark and sign your proxy card and send it in the enclosed prepaid, addressed envelope.envelope; or | |
| | • | | At the Meeting:Meeting. See “How Do I Attend the Annual Meeting” and “How Do I Vote at the Annual Meeting?” | |
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Please see your proxy card for more information on how to vote by proxy. Beneficial owners who hold their shares in street name should follow the instructions on the voting instruction form provided to you with the Notice. If you are a beneficial owner of shares held in street name and do not provide the bank, broker or other nominee that holds your shares with specific voting instructions, the nominee may generally vote in its discretion on “routine” matters. However, if the nominee that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine” matter, it will be unable to vote your shares on that matter. When this occurs,matter, and in some cases may elect not to vote on any of the proposals unless you provide voting instructions. In order to ensure that your shares are voted on all matters presented at the Annual Meeting, we encourage you to provide voting instructions in advance of the meeting, regardless of whether you intend to attend the Annual Meeting. If you do not provide voting instructions and the broker elects to vote your shares on some but not all matters, it is generally referred to as a “broker non-vote.”non-vote” The only “routine” matter to be considered atfor the Annual Meeting is Proposal 2,matters on which the ratification of the Company’s independent registered public accounting firm.broker does not vote. What Does it Mean if I Receive More than One Notice? It means you have multiple accounts with the transfer agent and/and / or with a bank, broker or other nominee. Please provide voting instructions for all materials you receive. What Constitutes a Quorum? We need a quorum of stockholders in order to conduct business at the Annual Meeting. A quorum exists when the holders of record of a majority of the voting power of the stock outstanding and entitled to vote at the meeting are present in person or by proxy. As of the Record Date, a total of 29,880,923[] shares of the Company’s common stock were issued and outstanding. Shares that are voted “For” or “Against” proposals are treated as being present at the Annual Meeting for purposes of establishing a quorum and are deemed to be “votes cast” at the Annual Meeting with respect to the proposals. Abstentions and broker non-votes will also be counted for purposes of determining whether a quorum of shares is present at the Annual Meeting. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 96 | | |
2024 ANNUAL PROXY STATEMENT What Are the Voting Requirements to Approve the Proposals? | | • | | Proposal No.1: Election of Directors –Directors. Each director nominee will be elected by a plurality of the votes cast by the shares present in person or by proxy and entitled to vote. This means that the twothree individuals nominated for election as Class III directors who receive the most “FOR” votes will be elected. Abstentions and broker non-votes are not counted as votes cast for or against a director nominee and as such will have no impact on the outcome of Proposal No. 1 –1: Election of Directors. |
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
| | • | | Proposal No.2: Ratification of Appointment of Independent Registered Public Accounting Firm –Firm. This proposal requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote thereon for approval. Abstentions will have the same effect as a vote against this proposal. Broker non-votes will not affect the outcome of this proposal. This proposal is an advisory vote and as such, is not binding on the Company. | |
| | • | | Proposal No.3: Non-Binding, Advisory Approval of Named Executive Officer Compensation –Compensation. This proposal requires the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote thereon for approval. Abstentions will have the same effect as a vote against this proposal. Broker non-votes will not affect the outcome of this proposal. This proposal is an advisory vote and as such, is not binding on the Company. | |
| • | | Proposal 4: Approval of Amendments to the Company’s Certificate of Incorporation to Remove the 66 2/3% Supermajority Voting Requirements. This proposal requires the affirmative vote of 66 2/3% of the voting power of the shares outstanding and entitled to vote thereon for approval. Abstentions and broker non-votes will have the same effect as a vote against this proposal. | |
What if I Return My Proxy Card or Voting Instruction Form or Vote By Internet or Telephone, But Do Not Specify How I Want to Vote on One or More Matters to Be Considered at the Annual Meeting? If you mark your voting instructions on the proxy card or voting instruction form, or complete the online or telephone voting procedures, your shares will be voted as you instruct. If you are a holder of record and return a signed proxy card or otherwise complete the online or telephone voting procedures, but do not provide voting instructions on one or more matters, your shares will be voted on the matter(s) for which no instructions were provided as follows, based on recommendations of the Board: For the election of each of our two Class III director nominees, Peter M. Graham and Richard E. Perlman;
| • | | For the election of each of our three Class I director nominees, J. Miguel Fernandez de Castro, Vijay Manthripragada and Robin L. Newmark; | |
For the ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023; and
| • | | For the ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024; | |
| | • | | For the approval, on a non-binding and advisory basis, of the compensation of our named executive officers.officers; and | |
| • | | For the approval of amendments to the Company’s Certificate of Incorporation to remove the 66 2/3% Supermajority Voting Requirements. | |
| |
|
| | | | | | | | | | | |
| | | | | | | | | | 97 | | |
2024 ANNUAL PROXY STATEMENT If you are a beneficial owner and hold your shares in street name and do not return the voting instruction form or otherwise vote your shares, or do not properly provide your nominee with specific voting instructions on all matters to be considered at the Annual Meeting, the nominee will vote your shares on each matter at the Annual Meeting for which he or she has the requisite discretionary authority. Under applicable NYSE rules, nominees have the discretion to vote on “routine” matters, such as the ratification of the selection of independent registered public accounting firms such as Proposal 2. However, nominees do not have the discretion to vote on the election of directors or Say-on-Pay set forth in Proposals 1 and 3. What if I Change My Mind After I Vote? You may revoke your proxy and/and / or change your vote at any time before the polls close at the Annual Meeting (or such earlier time as stated in your Notice if you are a beneficial owner) by delivering or completing a later dated proxy or voting instruction form. You may do so by giving written notice to the Secretary of the Company specifying your revocation, by voting again electronically over the Internet or by telephone, by signing and delivering another proxy or voting instruction form with a later date or by voting again during the Annual Meeting, in each case prior to the applicable deadline specified in your proxy card, voting instruction form and Notice. Your proxy with the latest date is counted.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
How Do I Attend the Annual Meeting? Stockholders of record and beneficial owners of shares of our common stock as of the close of business on March 15, 2023,13, 2024, the Record Date, are entitled to attend and participate in the Annual Meeting, including submitting questions and examining our stockholder list as of the Record Date, before or during the Annual Meeting. Due to the meeting being hosted virtually, you will not be able to attend the Annual Meeting physically in person. Please see “Can I Attend the Annual Meeting Physically in Person?” and “Why is the Annual Meeting Being Held Virtually?” below for further information. In order to attend and participate in the Annual Meeting, you must register at www.proxypush.com/MEG.MEG. Stockholders will need to enter their control number found on their proxy materials such as a proxy card, voting instruction form or Notice, and follow the instructions on the website. If you are a beneficial owner of shares registered in the name of a bank, broker or other nominee, you may be asked to provide additional information such as the registered name on your account, the name of your bank, broker or other nominee and the number of shares you own as part of the registration process. Upon completing your registration, you will receive further instructions via email one hour prior to the start of the meeting, including a unique URL that will allow you access and participate in the Annual Meeting. Registration will be accepted up to the start of the Annual Meeting and registered stockholders will be able to access the meeting via their unique link up to 15 minutes prior to the meeting time. The meeting website will also include links for stockholders to vote their shares during the Annual Meeting. See “How Do I Vote at the Annual Meeting?” On the day of the Annual Meeting, Tuesday, May 9, 2023,7, 2024, stockholders may begin to log in to the virtual-only Annual Meeting 15 minutes prior to the Annual Meeting, and we encourage you to provide sufficient time before the Annual Meeting begins to check-in. The Annual Meeting will begin promptly at 9:00 a.m. Central time. What if I Encounter Technical Difficulties Accessing the Webcast or During the Annual Meeting? Help and technical support for virtually accessing and participating in the Annual Meeting will be available during the Annual Meeting. An email address for support will be provided during the registration process and a toll-free support number will be provided in the email that you will receive approximately one hour prior to the meeting. | |
|
| | | | | | | | | | | |
| | | | | | | | | | 98 | | |
2024 ANNUAL PROXY STATEMENT How Can I Submit Questions for the Annual Meeting? Stockholders may submit questions during the Annual Meeting on the Annual Meeting website. More information regarding the question and answerquestion-and-answer process, including the number and types of questions permitted, and how questions will be recognized and answered, will be available in the meeting rules of conduct, which will be posted on the Annual Meeting website. Management will try to respond to questions from stockholders in the same way as it would if we held an in-person meeting. We do not place restrictions on the type or form of questions that may be asked; however, we reserve the right to edit or reject redundant questions or questions that we deem inappropriate. We will generally answer questions as they come in and address those asked in advance as time permits. Stockholders will be limited to one question each, unless time otherwise permits.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
How Do I Vote at the Annual Meeting? Stockholders may vote their shares through links that will be available on the www.proxydocs.com/MEG website during the Annual Meeting. However, if you are a beneficial owner and hold your shares through a bank, broker or other nominee, you will need to first follow the instructions below to submit proof of your proxy power to be able to vote your shares at the Annual Meeting. Stockholders may also continue to vote their shares through the various options outlined in their proxy materials up to the applicable deadlines listed in your proxy materials. Please also see “How Do I Vote” for other ways stockholders may vote their shares. If you are a beneficial owner and hold your shares through a bank, broker or other nominee, in order to vote at the Annual Meeting, you must first submit proof of your proxy power (legal proxy) reflecting your Montrose Environmental Group, Inc. holdings along with your name and email address to Mediant Communications. Submissions must be labeled as “Legal Proxy” and be received by Mediant Communications no later than 5:00 p.m., Eastern Time, on May 8, 2023,6, 2024, by forwarding the email from your bank, broker or other nominee, or attaching an image of your legal proxy, to dsmsupport@mediantonline.com.dsmsupport@betanxt.com. Can I Attend the Annual Meeting Physically in Person? No. The Annual Meeting will be held in a virtual-only meeting format at www.proxydocs.com/MEG, via live video webcast that will provide stockholders with the ability to participate in the Annual Meeting, including submitting questions and examining our stockholder list as of the Record Date, and to vote their shares. Stockholders who register in advance at www.proxydocs.com/MEG to attend the virtual-only meeting will receive an email one hour prior to the meeting. This email will contain a unique URL which will allow access to the meeting portal. Stockholders can access the meeting via their unique URL 15 minutes prior to the meeting time. We are implementingutilizing a virtual-only meeting format in order to leverage technology to enhance stockholder access to the Annual Meeting by enabling attendance and participation from any location around the world. We believe that the virtual-only meeting format will give stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and believe that these measures will enhance stockholder access and encourage participation and communication with our Board of Directors and management. See “How Do I Attend the Annual Meeting?” and “How Do I Vote At the Annual Meeting?” above for additional information on these matters. Why Is the Annual Meeting Being Held Virtually? We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully and equally, and at minimal cost, using an Internet- connectedInternet-connected device | |
|
| | | | | | | | | | | |
| | | | | | | | | | 99 | | |
2024 ANNUAL PROXY STATEMENT from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location, and enables us to protect the health and safety of all attendees, particularly in light of the COVID-19 pandemic.attendees. Stockholders of record and beneficial owners as of the close of business on March 15, 2023,13, 2024, the Record Date, will have the ability to access and participate the Annual Meeting via the virtual-only meeting platform described above.
| | | | | | | | | | | | 
| | | | | | | | | | 100 | | | | | | | | Page-80
| | | | | | |
2024 ANNUAL PROXY STATEMENT
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
OTHER MATTERS
Other Matters The Board of Directors does not intend to present any other business for action at the Annual Meeting and does not know of any business intended to be presented by others. Stockholder Proposals and Nominations for the 20242025 Annual Meeting Proposals Submitted under SEC Rules Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in our proxy statement and for consideration at our 2024 annual meeting of stockholders. To be eligible, your proposal must be received by us no later than the close of business on November 29, 2023,[], and must otherwise comply with Rule 14a-8. While the Board will consider stockholder proposals that we receive, we reserve the right to omit from our proxy statement stockholder proposals that do not satisfy applicable SEC rules. Proposals should be sent to us at: Montrose Environmental Group, Inc., 5120 Northshore Drive, North Little Rock, AR 72118, Attention: Corporate Secretary. Proposals and Nominations underUnder Company Bylaws Only stockholders meeting certain procedural and timing criteria outlined in the Company’s Bylaws are eligible to submit nominations for election to the Board of Directors or to bring other proper business before an annual meeting. Under the Company’s Bylaws, stockholders who wish to nominate persons for election to the Board of Directors or bring other proper business before an annual meeting must give proper notice to the Company not later than the close of business on the 90th90th day nor earlier than the close of business on the 120th120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th120th day prior to such annual meeting and not later than the close of business on the later of the 90th90th day prior to such annual meeting or the 10th10th day following the date on which public announcement of the date of such meeting is first made by the Company. Therefore, notices regarding nominations of persons for election to the Board of Directors and other proper business for consideration at the 20242025 annual meeting of stockholders must be submitted to the Company no earlier than the close of business on January 10, 20247, 2025 and no later than the close of business on February 9, 2024.6, 2025. Notices regarding nominations and other proper business must include certain information concerning the nominee or the proposal and the proponent’s ownership of common stock of the Company, in each case as set forth in the Company’s Bylaws. Compliance with the above procedures does not require the Company to include the proposed nominee or proposal in the Company’s proxy solicitation material. Nominations or other proposals not meeting these requirements will be disregarded. All such stockholder proposals and nominations should be in writing and be submitted to the Secretary of the Company at its principle executive offices at Montrose Environmental Group, Inc., 5120 Northshore Drive, North Little Rock, AR 72118. In addition to satisfying the deadlines in the advance notice provisions of our bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must provide theproper written notice that sets forth all information required underby Rule 14a-19 under the Exchange Act to the Secretary of the Company no later than March 10, 2024.
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
2025. Householding of Proxy Materials and Proxy Solicitation Costs The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements, annual reports, or notices of internet availability of proxy
| | | | | | | | | | | |
| | | | | | | | | | 101 | | |
2024 ANNUAL PROXY STATEMENT materials, as applicable, with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” can provide extra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single set of these materials to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or the Company that they or the Company will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive separate proxy materials, or if you are receiving multiple copies of the proxy materials and wish to receive only one, please notify your broker or other nominee if you are a beneficial owner and you hold your shares in street name or the Company if you hold common stock directly. Any such requests to the Company in writing should be addressed to: Montrose Environmental Group, Inc., 5120 Northshore Drive, North Little Rock, AR 72118, Attention: Investor Relations. Requests can be made by phone by calling (501) 900-6400. The cost of soliciting proxies will be borne by the Company. The Company may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. Proxies may be solicited by certain Company directors, officers and regular employees, without additional compensation, by personal conversation, telephone, letter, electronically, or by facsimile. Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own beneficially more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. As a practical matter, the Company assists its directors and officers by monitoring transactions and completing and filing Section 16 reports on their behalf. Based solely on a review of the reports filed for the year ended December 31, 2022 and related written representations, the Company believes that during fiscal 2022, all of our directors and executive officers and any persons who own more than ten percent of our common stock filed the required reports on a timely basis, except for the failure to file a Form 4 on a timely basis for each of Messrs. Manthripragada, Dicks, LeMaire and Revuelta and Ms. Afsari with regards to the grant of options to purchase common stock in each case on February 28, 2022. The Form 4 reporting this grant was filed on March 3, 2022 for each of Messrs. Manthripragada, Dicks and LeMaire and Ms. Afsari and on March 4, 2022 for Mr. Revuelta.
| | | | | | | | | | | | | | | | | | | | | | 
| | | | | | | | | | 102 | | | | | | | | Page-82
| | | | | | |
2024 ANNUAL PROXY STATEMENT
| | | | | | | | | | | | | 2023 ANNUAL PROXY STATEMENT |
ADDITIONAL INFORMATION
Additional Information The Company’s annual audited financial statements and review of operations for fiscal 20222023 can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.2023. You can access a copy of our 20222023 Annual Report on Form 10-K in the Investors section on the Company’s website at www.montrose-env.com. The Company will furnish without charge a copy of the 20222023 Form 10-K, including the financial statements and any schedules thereto, to any person requesting in writing and stating that he or she was the beneficial owner of the Company’s common stock on the Record Date. The Company will also furnish copies of any exhibits to the 20222023 Form 10-K to eligible persons requesting exhibits at a cost of $0.50 per page, paid in advance. The Company will indicate the number of pages to be charged for upon written inquiry. Requests should be addressed to: Montrose Environmental Group, Inc., 5120 Northshore Drive, North Little Rock, AR 72118, Attention: Investor Relations. FOR THE BOARD OF DIRECTORS 
Nasym Afsari General Counsel and Secretary North Little Rock, ArkansasAR March 28, 2023[], 2024 | |
|
| | | | | | | | | | | | | | | | | | | | | | 
| | | | | | | | | | A- 1 | | |
2024 ANNUAL PROXY STATEMENT EXHIBIT A Amendment of the Company’s Certificate of Incorporation to Remove the Supermajority Voting Requirements ARTICLE V BOARD OF DIRECTORS Section 5.1 Number. Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), the Board of Directors shall consist of not fewer than three (3) nor more than fifteen (15) directors, the exact number to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the total number of directors then authorized. Section 5.2 Classification. (a) Except as may be otherwise provided with respect to directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation) (the “Preferred Stock Directors”), the Board of Directors shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I directors shall initially serve until the first annual meeting of stockholders following the initial effectiveness of this Section 5.2; Class II directors shall initially serve until the second annual meeting of stockholders following the initial effectiveness of this Section 5.2; and Class III directors shall initially serve until the third annual meeting of stockholders following the initial effectiveness of this Section 5.2. Commencing with the first annual meeting of stockholders following the initial effectiveness of this Section 5.2, directors of each class the term of which shall then expire shall be elected to hold office for a three-year term and until the election and qualification of their respective successors in office. In case of any increase or decrease, from time to time, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned as nearly equal as possible. The Board of Directors is authorized to assign members of the Board of Directors already in office to Class I, Class II or Class III, with such assignment becoming effective as of the initial effectiveness of this Section 5.2. (b) Subject to the rights of the holders of any outstanding series of Preferred Stock, and unless otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by the sole remaining director. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director. (c) Any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of at least 662/3%a majority of the voting power of the stock outstanding and entitled to vote thereon. *************** | |
|
| | | | | | | | | | | | |
| | | | | Page-83
| | | | | A- 2 | | |
2024 ANNUAL PROXY STATEMENT ARTICLE X AMENDMENT Section 10.1 Amendment of Certificate of Incorporation. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) in its present form or as hereafter amended are granted subject to this reservation; provided, however, that except as otherwise provided in this Certificate of Incorporation (including any provision of a Preferred Stock Designation that provides for a greater or lesser vote) and in addition to any other vote required by law, the affirmative vote of at least 662/3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required to adopt, amend or repeal, or adopt any provision of this Certificate of Incorporation; provided, however, that in the event a holder or an affiliated group of holders of the Corporation’s Series A-2 preferred stock owns more than 45% of the outstanding common stock of the Corporation, which includes shares of the Corporation’s common stock issued upon conversion of the Corporation’s Series A-2 preferred stock, the affirmative vote of at least a majority of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, any provision of this Certificate of Incorporation. Section 10.2 Amendment of Bylaws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, but subject to the terms of any series of Preferred Stock then outstanding, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation. Except as otherwise provided in this Certificate of Incorporation (including the terms of any Preferred Stock Designation that require an additional vote) or the Bylaws of the Corporation, and in addition to any requirements of law, the affirmative vote of at least 662/3%a majority of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, any provision of the Bylaws of the Corporation; provided, however, that in the event a holder or an affiliated group of holders of the Corporation’s Series A-2 preferred stock owns more than 45% of the outstanding common stock of the Corporation, which includes shares of the Corporation’s common stock issued upon conversion of the Corporation’s Series A-2 preferred stock, the affirmative vote of at least a majority of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, any provision of the Bylaws of the Corporation. | |
|
MONTROSE ENVIRONMENTAL
P.O. BOX 8016, CARY, NC 27512-9903 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: INTERNET Go • To: www.proxypush.com/MEG • Cast your vote online • Have your Proxy Card ready Follow the simple instructions to record your vote PHONE Call 1-866-680-0764 • Use any touch-tone telephone • Have your Proxy Card ready Follow the simple recorded instructions MAIL • Mark, sign and date your Proxy Card Fold and return your Proxy Card in the postage-paid envelope provided “ALEXA, VOTE MY PROXY” • Open Alexa app and browse skills Search “Vote my Proxy” • Enable skill You must register to attend the meeting online and/or participate at www.proxydocs.com/MEG | | | | | | | INTERNET | | | Go To: www.proxypush.com/MEG |  | | ● Cast your vote online | | ● Have your Proxy Card ready | | ● Follow the simple instructions to record your vote | | | | | PHONE Call 1-866-680-0764 |  | | ● Use any touch-tone telephone | | ● Have your Proxy Card ready | | ● Follow the simple recorded instructions | | | | | MAIL | 
| | ● Mark, sign and date your Proxy Card | | ● Fold and return your Proxy Card in the postage-paid envelope provided | | | 
| | “ALEXA, VOTE MY PROXY” | | ● Open Alexa app and browse skills | | ● Search “Vote my Proxy” | | ● Enable skill | | | 
| | You must register to attend the meeting online and/or participate at www.proxydocs.com/MEG |
Montrose Environmental Group, Inc. Annual Meeting of Stockholders For Stockholders of record as of March 15, 2023 TIME: Tuesday, May 9, 2023 9:00 AM, Central Time PLACE: Annual Meeting to be held live via the Internet—please visit www.proxydocs.com/MEG for more details. 13, 2024 | DATE: | Tuesday, May 7, 2024 |
| TIME: | 9:00 AM, Central Time |
| PLACE: | Annual Meeting to be held live via the Internet - please visit |
| www.proxydocs.com/MEG for more details. |
This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Nasym Afsari and Allan Dicks (the “Named Proxies”), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Montrose Environmental Group, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Montrose Environmental Group, Inc. Annual Meeting of Stockholders Please make your marks like this: X | | | | Please make your marks like this: | | 
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR EACH OF THE DIRECTOR NOMINEES LISTED IN PROPOSAL 1, AND FOR ON PROPOSALS 2, 3 and 3 BOARD OF DIRECTORS PROPOSAL YOUR VOTE RECOMMENDS 1. To elect two Class III directors, Peter M. Graham and Richard E. Perlman to our Board of Directors to hold office until the Company’s 2026 annual meeting of stockholders, or until their successors are duly elected and qualified. FOR WITHHOLD 1.01 Peter M. Graham FOR 1.02 Richard E. Perlman FOR FOR AGAINST ABSTAIN 2. To ratify the appointment of Deloitte & Touche LLP, as independent registered public accounting FOR firm for the Company for the fiscal year ending December 31, 2023. 3. To approve, on a non-binding and advisory basis, the compensation of our named executive FOR officers (“Say-on-Pay”). 4 | | | | | | | | | | | | | PROPOSAL | | | | YOUR VOTE | | | | BOARD OF DIRECTORS RECOMMENDS | | 1. | | To elect three Class I directors to our Board of Directors to hold office until the Company’s 2027 annual meeting of stockholders, or until their successors are duly elected and qualified. | | | | | | | |  | | | | | FOR | | WITHHOLD | | | | | 1.01 J. Miguel Fernandez de Castro | | ☐ | | ☐ | | | | FOR | | | | | | | | | 1.02 Vijay Manthripragada | | ☐ | | ☐ | | | | FOR | | | | | | | | | 1.03 Robin L. Newmark | | ☐ | | ☐ | | | | FOR | | | | | | | | | | | FOR | | AGAINST | | ABSTAIN | | | | 2. | | To ratify the appointment of Deloitte & Touche LLP, as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024. | | ☐ | | ☐ | | ☐ | | FOR | | | | | | | | 3. | | To approve, on a non-binding and advisory basis, the compensation of our named executive officers (“Say on Pay”). | | ☐ | | ☐ | | ☐ | | FOR | | | | | | | | 4. | | To approve amendments to the Company’s Certificate of Incorporation to remove the 66 2/3% Supermajority Voting Requirements. | | ☐ | | ☐ | | ☐ | | FOR |
You must register to attend the meeting online and/or participate at www.proxydocs.com/MEG Authorized Signatures—Signatures - Must be completed for your instructions to be executed. Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form. Signature (and Title if applicable) Date Signature (if held jointly) Date | | | | | | | | | | | | | | | Signature (and Title if applicable) | | Date | | | | Signature (if held jointly) | | Date |
|
| | |
