MONTROSE ENVIRONMENTAL GRP INC (MEG)

Sector: Industrials

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2026 Annual Meeting Analysis

MONTROSE ENVIRONMENTAL GRP INC · Meeting: May 6, 2026

Policy v1.2high confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

1

Directors AGAINST

2

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of Three Directors to Hold Office Until the 2027 Annual Meeting of Stockholders

1 FOR/2 AGAINST

Against Analysis

✗ AGAINST
Peter M. GrahamTSR underperformance trigger: MEG 3-year return -34.3% vs ^RUT (Russell 2000) +44.6%, gap of -78.9pp exceeds 30pp threshold for negative absolute TSR; director has served since June 2017, well within the performance window

Mr. Graham has served as a director since June 2017, meaning his tenure fully covers the three-year underperformance period. Over the past three years, MEG's stock has fallen approximately 34%, while the Russell 2000 Index (^RUT — Russell 2000) gained about 45%, a gap of nearly 79 percentage points — far exceeding the 30-point threshold that applies when a stock has a negative three-year return. The five-year check does not provide relief: MEG's five-year return is -48.5%, which also fails against the same ^RUT benchmark, confirming this is sustained underperformance rather than a temporary trough.

✗ AGAINST
Richard E. PerlmanTSR underperformance trigger: MEG 3-year return -34.3% vs ^RUT (Russell 2000) +44.6%, gap of -78.9pp exceeds 30pp threshold for negative absolute TSR; director has served since December 2013 and is Chairman of the Board, well within the performance window

Mr. Perlman has served as a director since 2013 and as Chairman since 2019, meaning he bears significant board accountability for the company's performance trajectory. Over the past three years, MEG's stock has fallen approximately 34% while the Russell 2000 Index (^RUT — Russell 2000) gained about 45%, a gap of nearly 79 percentage points, well above the 30-point trigger. The five-year return of -48.5% for MEG confirms this is not a short-term dip — the longer track record shows the same sustained underperformance against the same benchmark, so the five-year mitigant does not apply.

For Analysis

✓ FOR
Vincent P. Colman

Mr. Colman joined the board in February 2025, which is within the 24-month exemption window, so he is exempt from the stock performance trigger; he brings deep financial and audit expertise as a former senior PricewaterhouseCoopers partner and now chairs the Audit Committee, and no other disqualifying factors apply.

Of the three director nominees, Vincent Colman receives a FOR vote because he joined the board less than 24 months ago and is exempt from the stock performance trigger. Peter Graham and Richard Perlman both receive AGAINST votes because MEG's stock has dramatically underperformed the Russell 2000 Index (^RUT — Russell 2000) over both three and five years during their tenures, and neither the 24-month exemption nor the five-year mitigant applies to either director.

Say on Pay

✓ FOR

CEO

Vijay Manthripragada

Total Comp

$3,149,000

Prior Support

87.3%%

The CEO's total reported compensation of $3,149,000 for 2025 consists of $950,000 in base salary and $2,185,000 in cash bonus — no new equity was granted in 2025, as the company is completing a previously disclosed five-year equity program from 2021. The pay mix is heavily weighted toward variable pay (base salary was only 30% of total reported compensation), which satisfies the policy requirement that fixed pay not dominate. The prior year Say on Pay vote received 87.3% shareholder support, well above the 70% threshold that would require visible remedial action, and the company has made meaningful governance improvements including adding strategic deliverables as bonus qualifiers, removing the M&A bonus for most NEOs, and committing to annual rather than front-loaded long-term incentive awards going forward. While MEG's stock has significantly underperformed the Russell 2000 (^RUT — Russell 2000) over three years, the bonus payout at maximum (200% of target) was driven by exceeding a specific adjusted EBITDA financial target rather than subjective discretion, and the company's operating EBITDA did grow materially in 2025 ($116.2M vs $95.8M prior year), providing at least partial justification for incentive payout levels under the pay-for-performance framework.

Auditor Ratification

✓ FOR

Auditor

Deloitte & Touche LLP

Tenure

10 yrs

Audit Fees

$1,647,000

Non-Audit Fees

$0

Deloitte has audited Montrose since 2016, giving it approximately 10 years of tenure — well below the 25-year threshold that would raise independence concerns. In 2025, Montrose paid Deloitte solely for audit work ($1,647,000) with zero dollars in tax fees or other non-audit fees, meaning the non-audit fee ratio is 0%, far below the 50% ceiling. Deloitte is a Big Four firm appropriate for a company of this size, and no restatement issues were identified.

Overall Assessment

The 2026 Montrose Environmental ballot presents three proposals: auditor ratification passes cleanly with zero non-audit fees and a Big Four firm of appropriate tenure; the Say on Pay vote receives a FOR determination reflecting strong prior shareholder support, a heavily variable pay mix, and EBITDA-based incentive payouts tied to measurable targets; and the director election results in AGAINST votes for two of the three nominees — Chairman Perlman and Compensation Committee Chair Graham — because MEG's stock has lost approximately 34% over three years while the Russell 2000 Index (^RUT — Russell 2000) gained 45%, a gap of nearly 79 percentage points that persists across the five-year window as well, with only newly appointed director Colman receiving a FOR vote due to his exemption as a director of less than 24 months.

Filing date: March 24, 2026·Policy v1.2·high confidence

Compensation Peer Group

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