MONTROSE ENVIRONMENTAL GRP INC (MEG)
Sector: Industrials
2026 Annual Meeting Analysis
MONTROSE ENVIRONMENTAL GRP INC · Meeting: May 6, 2026
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
Against Analysis
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.
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
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
✓ FORCEO
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
✓ FORAuditor
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.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing