DEF 14A of Onterris, Inc., Mar 24, 2025

DEF 14A of Onterris, Inc.

Filed Mar 24, 2025 · FY20240000950170-25-043820

Open on EDGAR

  1. Review of Director Nominees

    Review of Director Nominees The Nominating and Corporate Governance Committee is responsible for periodically reviewing with the Board the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. This assessment takes into consideration all factors deemed relevant by the Nominating and Corporate Governance Committee, including the matters described below. For incumbent directors, the evaluation considered past performance of directors on the Board of Directors and its Committees, as well as feedback obtained in our 2024 self-evaluation. The qualifications that the Nominating and Corporate Governance Committee and the Board consider in identifying qualified candidates to serve as directors include, among others, the ability to uphold the Company’s mission and the candidate’s skills (such as financial background and abilities and the other specific skills described in “The Board of Directors—Director Skills and Experience”), education, professional, scientific and academic affiliations, experience,

  2. Review of Director Nominees

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  3. Review of Director Nominees

    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 when considering any new candidates and in evaluating director candidates and how they can contribute to the overall composition of the Board. The Board will also consider director candidates recommended by stockholders. Recognizing the importance of diverse views, experiences and perspectives, the Nominating and Corporate Governance Committee assesses the effectiveness of its efforts at pursuing diversity across these measures as part of annually evaluating the composition of the Board. As part of our enhanced Board evaluation process implemented in 2023, the Nominating and Corporate Governance Committee solicited feedback from each director and considered that information in light of the skills and expertise of our current directors (as summarized in “The Board of Directors—Director Skills and Experience”) with a view towards better informing and updating the skills and experience it seeks in the Board as a whole and in individual directors, as well as better informing our stockholders of the diverse skills and experience of our current Board. Notably, as the Board considers future candidates, the Nominating and Corporate Governance Committee expects to seek a set of qualified candidates with diverse skills and industry experience directly relevant to our business to further complement our existing Board and to align with the Company’s mission and strategy. Once potential candidates are identified (including any candidates recommended by stockholders), the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates and interviews qualified candidates. Final candidates are then chosen and interviewed by other directors and members of management. 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, and in doing so, the Nominating and Corporate Governance Committee will request the presentation of candidates with the backgrounds, skills and experiences it seeks. 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.”

  4. Proposal 1: Election of Directors

    Proposal 1: 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 amended and restated certificate of incorporation (as amended, the “Certificate of Incorporation”), the total number of directors will be determined from time to time by our Board. At present, our Board has set the number of directors at ten, with one vacancy and three directors in each of Class I, II and 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. However, if the Company’s stockholders approve Proposal 4, beginning with the 2026 Annual Meeting of Stockholders, directors will be elected to serve for one year terms, with the full Board being elected annually beginning with the 2028 Annual Meeting of Stockholders, eliminating the classified board, as described in Proposal 4 below. 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, the holder of our Series A-2 preferred stock, has not elected to replace its former appointee on the Board of Directors following his resignation in June 2022. The current terms of our three Class II directors, J. Thomas Presby, James K. Price and Janet Risi Field, will expire at the Annual Meeting. Our Board has nominated Messrs. Presby and Price and Ms. Risi Field for election as our Class II directors with terms expiring at the 2028 annual meeting of stockholders. 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 three 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.

  5. Class II Director Nominees

    Class II Director Nominees

  6. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

  7. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    | Name, Skills and Experience | | Age | Committee(s) | | J. THOMAS 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., | 85 | Audit (Chair) Compensation | | ExamWorks Group, Inc., First Solar, Inc., Greenpoint Financial Corp., Invesco Ltd., 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, | | | |

  8. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

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  9. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    | Name, Skills and Experience | | Age | Committee(s) | | 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. | | | | | JAMES K. PRICE | | | | | | 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 | 66 | Compensation Nominating and Corporate Governance | | a director of PracticeWorks, Inc. Mr. Price was a co-founder of AMICAS, Inc. and served 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. | | | | | JANET RISI FIELD | | | | | | Ms. Risi Field has been a Director since October 2021. Ms. Risi Field has served as Chief Executive Officer of SFLA 305, a business specializing in international trade, since May 2022 and was previously President and Chief Executive Officer of Independent Purchasing Cooperative, an international supply chain management organization she founded in 1996, until December 2021. Prior to founding Independent Purchasing Cooperative, Ms. Risi Field was a commodities buyer for Ralston Purina and held a number of other positions within the food industry. Ms. Risi Field also serves on the | 65 | Nominating and Corporate Governance | | board of directors for several private companies and charitable organizations. Ms. Risi Field received a B.A. in English and a minor in Business from DePauw University. | | | |

  10. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

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  11. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    | Name, Skills and Experience | Age | Committee(s) | | Ms. Risi Field’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 Field’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. | | |

  12. Continuing Directors

    Continuing Directors

  13. Class III Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Class III Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

  14. Class III Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    | Name, Skills and Experience | | Age | Committee(s) | | VINCENT P. COLMAN | | | | | | Mr. Colman has been a Director since February 2025. Mr. Colman is a former partner of PricewaterhouseCoopers (PwC), an accounting firm, where, in his nearly 30 years as partner, he served in a diverse range of leadership positions, including serving for five years as Vice Chairman, New York Metro Region, three years as US Assurance Leader and four years as US National Office Professional Practice Leader, until his retirement in June 2021. During his tenure at PwC, Mr. Colman’s leadership included strategy, portfolio optimization, business development, technology and innovation, data | 64 | Audit | | management, quality, human capital, change management, regulatory relations, risk management, marketing, and learning and development. Since November 2021, Mr. Colman has served as an advisor to Improve One, a multinational family office with a significant investment portfolio. Mr. Colman serves on the Don Bosco Prep Board of Trustees as Finance/Audit Committee Chairman and is a member of St. John’s University Peter J. Tobin College of Business Advisory Board and previously served on the Ramapo College Board of Trustees, including as Audit Committee Chairman and on the Board of Directors and Audit Committee of U.S. Capital Wealth Advisors from May 2023 until its sale in April 2024. Mr. Colman has been a frequent speaker on key emerging governance, regulatory, and professional issues and is a former member of the Center for Audit Quality Executive Committee, AICPA’s Professional Practice Executive Committee, FASB’s Financial Accounting Standards Advisory Council, and PCAOB’s Standing Advisory Group. Mr. Colman received a Bachelor of Science in Accounting from St. John’s University. Mr. Colman brings an exceptional level of financial and accounting expertise to the Board, developed at the highest levels during his nearly 40-year career with PwC, working with numerous Fortune 500 listed companies. This experience also provides invaluable insight regarding public company reporting matters and leadership in business strategy and development, as well as a deep understanding of the process of an audit committee’s interactions with the Board, management and the external auditor. | | | |

  15. Class III Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

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  16. 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. | 70 | Compensation (Chair) Audit | | 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. | | | | | 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. | 78 | Compensation Nominating and Corporate Governance | | 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. | | | |

  17. Class III Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

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  18. Class I Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Class I Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

  19. Class I Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | Name, Skills and Experience | | Age | Committee(s) | | J. MIGUEL FERNANDEZ de CASTRO | | | | | | Mr. Fernandez de Castro has been a Director since December 2013. Mr. Fernandez de Castro has served as Chief Executive Officer of ExamWorks Group, Inc., a provider of independent medical examination services, since August 2024, as Co-Chief Executive Officer from January 2020 to August 2024, and as Chief Financial Officer 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 as Chief Financial Officer and Vice President and Controller of | 53 | Audit | | 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. | | | | | 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 Administration | 48 | None | | 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. | | | |

  20. Class I Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | | 34 |

  21. Class I Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | Name, Skills and Experience | | Age | Committee(s) | | ROBIN L. NEWMARK | | | | | | 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 held from September 2018 to January 2021 where she led energy analysis and decision support efforts, with prior positions including Executive Director, Strategic Initiatives, Associate Laboratory Director, Energy Analysis and Decision Support, Director, Strategic Energy Analysis Center and | 68 | Nominating and Corporate Governance (Chair) | | Principal Program Manager, Planning and Program Development from 2009 to 2018. 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. | | | |

  22. Class I Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    | | 35 |

  23. Director Compensation

    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 14, 2023, 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, 2024 as set forth below, which was unchanged from non-management director compensation for the fiscal year ended December 31, 2023 and 2022.

  24. Director Compensation

    | | 2024 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 |

  25. Director Compensation

    (1) Annual cash retainers are paid quarterly, in arrears. (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), 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. The following table sets forth the compensation earned by our non-management directors for the fiscal year ended December 31, 2024:

  26. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | J. Miguel Fernandez de Castro | 90,000 | 109,981 | 199,981 | | Peter M. Graham | 120,000 | 109,981 | 229,981 | | Robin L. Newmark | 100,000 | 109,981 | 209,981 | | Richard E. Perlman | 170,000 | 109,981 | 279,981 | | J. Thomas Presby | 140,000 | 109,981 | 249,981 | | James K. Price | 90,000 | 109,981 | 199,981 | | Janet Risi Field | 90,000 | 109,981 | 199,981 |

  27. Director Compensation

    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

  28. Director Compensation

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  29. Director Compensation

    number of restricted shares granted, which was 3,423, multiplied by the closing price of the Company’s common stock of $32.13 per share on December 29, 2023, the trading day immediately prior to the date of grant. (2) The following table sets forth the aggregate number of stock awards and stock options outstanding as of December 31, 2024:

  30. Director Compensation

    | 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 | 3,423 | — | — | | Peter M. Graham | 3,423 | — | — | | Robin L. Newmark | 3,423 | — | — | | Richard E. Perlman | 3,423 | — | — | | J. Thomas Presby | 3,423 | 10,000 | — | | James K. Price | 3,423 | — | — | | Janet Risi Field | 3,423 | — | — |

  31. Director Compensation

    (a) All 3,423 of the shares reported for each director are shares of restricted stock that vested on January 1, 2025. (b) Stock options have an exercise price of $9.76 per share of common stock and are fully vested.

  32. Stockholder Outreach and Responsiveness

    | What We Heard | Our Response | | Lack of Support for the Structure, Performance Metrics and Quantum of the 2021 Long Term Incentive Grants | ✓ After having heard the perspectives of our stockholders on the five-year front loading, stock price based metrics, and quantum of the 2021 Outperformance Grants, our Board and NEOs agreed to cancel all SARs that were issued in 2021, effective December 31, 2024. NEOs did not and will not receive additional cash or equity compensation in exchange for this cancellation, and their total overall compensation opportunities have been reduced. ✓ In addition, as further described herein, future long term incentive compensation plans will not be structured similarly to the 2021 program. | | Stockholder Preference for Multiple Trigger Equity Vesting | ✓ The 2021 program was originally designed to retain and incentivize our NEOs over a five-year period and a commitment was made by the Board to not issue any additional grants over that five year period. ✓ The Board and Compensation Committee intend to uphold their commitment to stockholders to not issue new equity to our NEOs during the term of the 2021 grants. As such, the Company has not yet had the opportunity to modify its NEO compensation programs to align with stockholder feedback, but as further discussed below, intends to do so beginning in 2027 after the RSUs granted in 2021 vest and the five-year performance period is complete. | | Future Long-Term Incentive Programs Structures | ✓ In 2023, the Compensation Committee engaged a new compensation advisor to help structure future compensation programs. ✓ As we begin to approach the end of the five-year performance period of the 2021 Outperformance Grant, our Compensation Committee is considering various approaches to the continued retention and motivation of our management team based on feedback from our new 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. ✓ In response to stockholder feedback and concerns related to the 2021 grants, the Compensation Committee and Board have committed that: - The Company will pursue a strategy of annual long-term incentive awards beginning in 2027, with no frontloading of grants - The quantum of annual awards will be informed by market benchmarking of an appropriate peer set of companies |

  33. Stockholder Outreach and Responsiveness

    | What We Heard | Our Response | | | - At least 50% of the long-term incentive awards to our NEOs will be performance-based - Performance aspect of award will provide upside for achievement above plan and will result in forfeiture of awards if threshold levels of performance are not achieved - Award vehicles and performance metrics will be determined prior to grant based on an evaluation of relevant facts and circumstances at that time ✓ The Company will continue to engage stockholders for their input on compensation programs before new programs are implemented. | | Methodology for Determination of NEO Base Pay | ✓ As discussed in our 2024 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 base salary compensation is reviewed and updated every two years, rather than reviewing and adjusting compensation on an annual basis. As a result, at the time any biennial adjustments are made, as they were in fiscal 2024, they take into consideration: - two years of market adjustments; - the expected evolution of the Company for a two-year period; and - individual NEO’s roles and responsibilities over a broader term. | | Short Term Incentive Programs - Single Metric, M&A Based Bonus Program, and Lack of Disclosure of Threshold and Actual Performance | ✓ 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 adjusted 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. We do, however, disclose our results as a percentage of our targets, which drives the determination of any cash bonus amounts payable to our NEOs. |

  34. Compensation Philosophy and Highlights

    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. Align executive and stockholder interests; 2. Provide a significant portion of total compensation that is long term, performance-based and at risk; 3. Motivate desired behaviors by linking variable pay to value creating financial metrics; and 4. Provide competitive total pay opportunities in order to 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. The following are key highlights of our fiscal year 2024 compensation program for our NEOs: • NEOs received increased base compensation after not receiving base compensation adjustments in 2023; • NEOs received a short-term incentive annual bonus payout for 2024 based on company performance; M&A cash bonus eligibility was capped based on stockholder feedback;

  35. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee retains the services of Exequity LLP (Exequity) in accordance with the Compensation Committee’s charter. Exequity reports 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 Exequity attends Compensation Committee meetings and communicates with the Compensation Committee chair between meetings, as requested. In advising with respect to fiscal year 2024 compensation and future long term incentive programs for our NEOs, Exequity’s role included, but was 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; • 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

  36. Role of the Independent Compensation Consultant

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  37. Role of the Independent Compensation Consultant

    • Advising the Compensation Committee on management’s pay recommendations. The Compensation Committee has assessed the independence of Exequity as required by the SEC and NYSE listing standards. The Compensation Committee reviewed 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 Exequity, and that Exequity is independent.

  38. Pay Mix

    Pay Mix Our mix of total target compensation in 2024 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 2024 annual target compensation opportunity of our CEO: • 81% was equity based incentives; • 9% was base salary; and • 10% was cash incentives. Of the regular 2024 annual target compensation opportunity of our other NEOs, on average: • 78% was equity-based incentives; • 13% was base salary; and • 9% was cash 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. 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. As of December 31, 2024, the performance metrics set forth in the CEO performance-based RSUs have been met, though the grants are not yet vested.

  39. Peer Group / Benchmarking

    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. During 2023, management and the Compensation Committee performed a comprehensive review of potential peer companies. The following criteria were used to develop a peer group for Exequity’s December 2023 pay study which informed the 2024 short term compensation programs for our NEOs: • Industries. Construction and Engineering, Environmental and Facilities Services, Oil and Gas Refining and Marketing, Renewable Energy and Research and Consulting Services; • Company Size. Companies of roughly comparable size and complexity in terms of annual revenue, market capitalization, and headcount; • Competitors. Companies with similar service categories that compete with us for business and management talent. The following peer group was approved and used in Exequity’s December 2023 study to assist with fiscal year 2024 pay decisions. Bolded companies were new peers for Exequity’s December 2023 pay study.

  40. Peer Group / Benchmarking

    | • Ameresco, Inc. | • Heritage-Crystal Clean, Inc. | | • Argan, Inc. | • Mistras Group, Inc. | | • Bowman Consulting Group Ltd. | • NV5 Global, Inc. | | • Casella Waste Systems, Inc. | • Ormat Technologies, Inc. | | • CECO Environmental Corp. | • REX American Resources Corporation | | • Clean Energy Fuels Corp. | • Stantec Inc. | | • Clean Harbors, Inc. | • Stericycle, Inc. | | • CRA International, Inc. | • Tetra Tech, Inc. | | • Exponent, Inc. | • Willdan Group, Inc. | | • Forrester Research, Inc. | |

  41. Peer Group / Benchmarking

    | | 51 |

  42. Peer Group / Benchmarking

    Enphase Energy, Inc., First Solar, Inc., Perma-Fix Environmental Services, Inc., SolarEdge Technologies, Inc., SunPower Corporation, and Sunrun Inc. were removed from the prior year peer group based on industry classification and/or size criteria. Additionally, the following companies were acquired and therefore removed from the prior year peer group: Covanta Holding Corporation, Evoqua Water Technologies, Corp., and US Ecology, Inc. 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.

  43. Timing of Compensation Decisions

    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.

  44. Summary of Compensation Elements

    | Compensation Element | Performance Period | | Base Salary | Fiscal Year 2024 | | Organic Growth Cash Bonus | Fiscal Year 2024 | | Acquisition Based Cash Bonus | Fiscal Year 2024 |

  45. Cash Bonus Programs

    Cash Bonus Programs In 2024, 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. However, based on stockholder feedback, the Board has committed to removing acquisition based bonus programs for NEOs other than Mr. Revuelta (who is primarily responsible for identification and oversight of our acquisitions) beginning in 2025.

  46. Cash Bonus Programs

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  47. Cash Bonus Programs

    Total target cash bonuses in fiscal year 2024 for our NEOs were as follows, and as further described herein:

  48. Cash Bonus Programs

    | Name | Target Organic Growth Performance Based Bonus (Cash)($) | Acquisition Based Bonus(1) (Cash)($) | Total Target Cash Bonus ($) | Total Target Cash Bonus as a Percentage of Base Salary | | Vijay Manthripragada | 592,500 | 500,000 | 1,092,500 | 115% | | Allan Dicks | 180,000 | 187,500 | 367,500 | 70% | | Nasym Afsari | 172,500 | 168,750 | 341,250 | 65% | | Joshua W. LeMaire | 180,000 | 187,500 | 367,500 | 70% | | Jose M. Revuelta | 117,500 | 250,000 | 367,500 | 70% |

  49. Cash Bonus Programs

    (1) Assumes $12.5 million of acquired adjusted EBITDA for purposes of calculating Total Target Cash Bonus. See “Acquisition Based Cash Bonus (Fiscal Year 2024 Performance Period)” below.

  50. Organic Growth Cash Bonus (Fiscal Year 2024 Performance Period)

    Organic Growth Cash Bonus (Fiscal Year 2024 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 2024. 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 adjusted EBITDA from businesses acquired in 2024. 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. Notwithstanding the formulaic methodology for calculation of this plan, the Board (upon the recommendation of the CEO for the other NEOs) retains discretion to adjust upward or downward NEO cash bonus awards based on individual performance. The table below sets forth the threshold, target and maximum Organic Growth Cash Bonus amounts approved for each NEO for fiscal year 2024 and the actual payout amounts earned by each NEO.

  51. Organic Growth Cash Bonus (Fiscal Year 2024 Performance Period)

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  52. Organic Growth Cash Bonus (Fiscal Year 2024 Performance Period)

    The Company’s fiscal year 2024 performance was 98.1% of the 2024 pre-acquisition adjusted EBITDA threshold for the Organic Growth Cash Bonus for fiscal year 2024. Therefore, our NEOs earned 73.1% of their target Organic Growth Cash Bonus in fiscal 2024. 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 2024, 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.

  53. Organic Growth Cash Bonus (Fiscal Year 2024 Performance Period)

    | Name | 2024 Threshold ($)(1) | 2024 Target ($) | 2024 Maximum ($)(2) | Actual ($) | | Vijay Manthripragada | 84,728 | 592,500 | 1,185,000 | 430,560 | | Allan Dicks | 25,740 | 180,000 | 360,000 | 130,480 | | Nasym Afsari | 24,668 | 172,500 | 345,000 | 126,650 | | Joshua W. LeMaire | 25,740 | 180,000 | 360,000 | 130,480 | | Jose M. Revuelta | 16,803 | 117,500 | 235,000 | 84,430 |

  54. Organic Growth Cash Bonus (Fiscal Year 2024 Performance Period)

    (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. As discussed in this Proxy Statement, based on stockholder feedback regarding the utilization of a single metric for NEO compensation programs, the Board has determined to include additional qualifiers related to strategic drivers of value into the 2025 NEO short term compensation programs.

  55. Acquisition Based Cash Bonus (Fiscal Year 2024 Performance Period)

    Acquisition Based Cash Bonus (Fiscal Year 2024 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, 2024 and December 31, 2024. 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 $2,587,500. 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.

  56. Acquisition Based Cash Bonus (Fiscal Year 2024 Performance Period)

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  57. Acquisition Based Cash Bonus (Fiscal Year 2024 Performance Period)

    However, as discussed in this Proxy Statement, based on stockholder feedback, the Board has determined to eliminate acquired adjusted EBITDA as a cash bonus metric for all NEOs other than Mr. Revuelta, our Chief Strategy Officer who has primary responsibility for identifying and overseeing acquisitions, for fiscal year 2025. In fiscal year 2024, the Company completed the following six acquisitions, as further described in our Annual Report on Form 10-K, which contributed an aggregate of $20.77 million of acquired adjusted EBITDA.

  58. Acquisition Based Cash Bonus (Fiscal Year 2024 Performance Period)

    | Acquired Business | Date of Acquisition | Segment | Location | | Epic Environmental Pty Ltd | January 31, 2024 | Remediation and Reuse | Brisbane, Australia | | Two Dot Consulting LLC | February 29, 2024 | Remediation and Reuse | Denver, Colorado | | Engineering & Technical Associates, Inc. | April 1, 2024 | Assessment, Permitting and Response | Walbridge, Ohio | | Paragon Soil and Environmental Consulting Inc. | May 31, 2024 | Remediation and Reuse | Edmonton, Canada | | Spirit Environmental, LLC | July 1, 2024 | Assessment, Permitting and Response | Houston, Texas | | Origins Laboratory Inc. | September 3, 2024 | Measurement and Analysis | Denver, Colorado |

  59. Acquisition Based Cash Bonus (Fiscal Year 2024 Performance Period)

    The table below shows each NEO’s 2024 Acquisition Based Bonus eligibility as a percentage of acquired adjusted EBITDA and the amounts earned by each NEO in 2024. Such Acquisition Based Bonus amounts were paid in cash to the NEOs in 2025 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 2024 was $0, and the fiscal year 2023 Acquisition Based Bonus calculation was capped at a maximum of $25.0 million of Acquired EBITDA.

  60. Acquisition Based Cash Bonus (Fiscal Year 2024 Performance Period)

    | Name | Percentage of Acquired EBITDA | Actual ($) | | Vijay Manthripragada | 4% | 830,607 | | Allan Dicks | 1.50% | 311,478 | | Nasym Afsari | 1.35% | 280,330 | | Joshua W. LeMaire | 1.50% | 311,478 | | Jose M. Revuelta | 2.00% | 415,304 |

  61. Equity-Based Incentive Compensation

    Equity-Based Incentive Compensation 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 2024. The RSUs and Performance RSUs issued to our NEOs remain outstanding and unvested and continue to serve as a retention and alignment tool for our NEOs. However, based on stockholder feedback, effective December 31, 2024, the SARs granted to our NEOs in 2021 were forfeited and no cash or additional equity consideration was granted.

  62. 2021 Performance RSU Vesting Criteria (CEO Only)

    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 of December 31, 2024, the performance criteria for the Performance RSUs was achieved.

  63. Future Long Term Incentive Programs – Taking into Consideration Stockholder Feedback

    Future Long Term Incentive Programs – Taking into Consideration Stockholder Feedback 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. As set forth in the “Stockholder Engagement and Responsiveness” section of this CD&A, for future long term incentive programs beginning in fiscal year 2027: - The Company will pursue a strategy of annual long-term incentive awards beginning in 2027, with no frontloading of grants; - The quantum of annual awards will be informed by market benchmarking of an appropriate peer set of companies; - At least 50% of the long-term incentive awards to our NEOs will be performance-based; - Performance aspect of award will provide upside for achievement above plan and will result in forfeiture of awards if threshold levels of performance are not achieved; and - Award vehicles and performance metrics will be determined prior to grant based on an evaluation of relevant facts and circumstances at that time. The Company will continue engage stockholders for their input on compensation programs to ensure that stockholder feedback is taken into consideration by the Compensation Committee and Board in the development of future incentive programs for our NEOs.

  64. Severance Policy

    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.

  65. Severance Policy

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  66. Severance Policy

    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.

  67. Summary Compensation Table

    Summary Compensation Table The table below summarizes information concerning the compensation awarded to, earned by or paid to our NEOs in respect of the fiscal years ended December 31, 2024, December 31, 2023 and December 31, 2022, respectively.

  68. Summary Compensation Table

    | 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 | 2024 | 950,000 | - | - | - | 1,261,167 | 13,800 | 2,224,967 | | President and Chief | 2023 | 775,000 | - | - | - | 1,133,457 | 13,200 | 1,921,657 | | Executive Officer | 2022 | 775,000 | - | - | 1,062,764 | 121,200 | 12,200 | 1,971,164 | | Allan Dicks | 2024 | 525,000 | - | - | - | 441,958 | 13,800 | 980,758 | | Chief Financial | 2023 | 450,000 | - | - | - | 463,383 | 13,200 | 926,583 | | Officer | 2022 | 450,000 | - | - | 531,382 | 48,480 | 12,200 | 1,042,062 | | Nasym Afsari | 2024 | 525,000 | | | - | 406,980 | 13,800 | 945,780 | | General Counsel | 2023 | 450,000 | - | - | - | 418,383 | 13,200 | 881,583 | | and Secretary | 2022 | 450,000 | - | - | 531,382 | 48,480 | 12,200 | 1,042,062 | | Joshua W. LeMaire | 2024 | 525,000 | - | - | - | 441,958 | 13,800 | 980,758 | | Chief Operating | 2023 | 475,000 | - | - | - | 581,691 | 13,200 | 1,069,891 | | Officer | 2022 | 475,000 | 35,000(5) | - | 531,382 | 24,240 | 11,733 | 1,042,355 | | Jose M. Revuelta | 2024 | 525,000 | - | - | - | 499,734 | 13,800 | 1,038,534 | | Chief Strategy | 2023 | 475,000 | - | - | - | 331,765 | 13,200 | 819,965 | | Officer | 2022 | 475,000 | - | - | 531,832 | 96,960 | 12,200 | 1,115,992 |

  69. Summary Compensation Table

    (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 aggregate 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 17 to our audited consolidated financial statements contained in our annual report on Form 10-K for the fiscal year ended December 31, 2024. (3) We maintain a non-equity incentive plan for executives, as described in more detail in the CD&A. The amounts reported represent the 2022, 2023 and 2024 Acquisition Based Bonus described therein earned for the years ended December 31, 2022, December 31, 2023 and December 31, 2024, for which payment was made in January 2023, December 2024 and January 2025, respectively, and for amounts earned under the NEO’s 2023 and 2024 Organic Growth Cash Bonus, which were paid in the first quarter of the respective subsequent years. (4) The amount reported represents the Company’s match of contributions to the 401(k) plan, as described in the CD&A. Represents a discretionary amount awarded to Mr. LeMaire under the Acquisition Based Bonus program as described in more detail in the 2023 CD&A.

  70. Summary Compensation Table

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  71. Grants of Plan Based Awards in Fiscal Year 2024

    Grants of Plan Based Awards in Fiscal Year 2024 The following table sets forth awards granted to our NEOs in fiscal year 2024. See CD&A for more details about these awards.

  72. Grants of Plan Based Awards in Fiscal Year 2024

    | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | | | Organic Growth | N/A | 84,728 | 592,500 | 1,185,000 | | Vijay Manthripragada | (Cash) | | | | | | | Acquisition Based | N/A | - | 830,607 | - | | | (Cash)(1) | | | | | | | Organic Growth | N/A | 25,740 | 180,000 | 360,000 | | Allan Dicks | (Cash) | | | | | | | Acquisition Based | N/A | - | 311,478 | - | | | (Cash)(1) | | | | | | | Organic Growth | N/A | 24,668 | 172,500 | 345,000 | | Nasym Afsari | (Cash) | | | | | | | Acquisition Based | N/A | | 280,330 | | | | (Cash)(1) | | | | | | | Organic Growth | N/A | 25,740 | 180,000 | 360,000 | | Joshua W. LeMaire | (Cash) | | | | | | | Acquisition Based | N/A | - | 311,478 | - | | | (Cash)(1) | | | | | | | Organic Growth | N/A | 16,803 | 117,500 | 235,000 | | Jose M. Revuelta | (Cash) | | | | | | | Acquisition Based | N/A | - | 415,304 | - | | | (Cash)(1) | | | | |

  73. Grants of Plan Based Awards in Fiscal Year 2024

    (1) Amounts listed reflect actual amounts earned by our NEOs in fiscal year 2024 under the Acquisition Based Bonus program, and which were paid in fiscal year 2024. The Acquisition Based Bonus program for fiscal year 2024 did not have a target.

  74. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 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 as of December 31, 2024:

  75. Outstanding Equity Awards at 2024 Fiscal Year End

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Un-exercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned SARs (#) | Option Exercise Price ($) | Option Expiration Date | Number of RSUs that have Not Vested (#) | Market Value of RSUs that Have Not Vested ($) | Number of Performance RSUs that Have Not Vested (#) | Market Value of Performance RSUs that Have Not Vested ($) (1) | | | 6/23/2016 | 209,125 | - | - | 6.03 | 6/23/2026 | - | - | - | - | | | 1/10/2019(2) | 34,100 | - | - | 24 | 1/10/2029 | - | - | - | - | | Vijay | 1/1/2020(2) | 37,783 | - | - | 31.6 | 1/1/2030 | - | - | - | - | | Manthripragada | 7/22/2020(3) | 143,041 | - | - | 15 | 7/22/2030 | - | - | - | - | | President and | 1/1/2021(2) | 36,295 | | - | 30.96 | 1/1/2031 | - | - | - | - | | Chief Executive | 3/18/2021(4) | 21,125 | - | - | 47.72 | 3/18/2031 | - | - | - | - | | Officer | 12/16/2021 | - | - | - | - | - | 316,209(5) | 5,865,677 | - | - | | | 12/16/2021 | - | - | - | - | - | - | - | 316,209(6) | 5,865,677 | | | 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) | 12,128 | - | - | 24 | 1/10/2029 | - | - | - | - | | | 1/1/2020(2) | 18,892 | - | - | 31.6 | 1/1/2030 | - | - | - | - | | Allan Dicks | 7/22/2020(3) | 71,521 | - | - | 15 | 7/22/2030 | - | - | - | - | | Chief | 1/1/2021(2) | 18,148 | - | - | 30.96 | 1/1/2031 | - | - | - | - | | Financial Officer | 3/18/2021(4) | 10,563 | - | - | 47.72 | 3/18/2031 | - | - | - | - | | | 12/16/2021 | - | - | - | - | - | 225,864(5) | 4,189,777 | - | - | | | 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 | - | - | - | - | | Nasym Afsari | 7/22/2020(3) | 71,521 | | - | 15 | 7/22/2030 | - | - | - | - | | General Counsel | 1/1/2021(2) | 18,148 | | - | 30.96 | 1/1/2031 | - | - | - | - | | and Secretary | 3/18/2021(4) | 10,563 | - | - | 47.72 | 3/18/2031 | - | - | - | - | | | 12/16/2021 | - | - | - | | | 225,864(5) | 4,189,777 | | | | | 2/28/2022(4) | 35,503 | - | - | 44.11 | 2/28/2032 | | | | | | | 6/23/2016 | 154,709 | - | - | 6.03 | 6/23/2026 | - | - | - | - | | | 1/10/2019(2) | 6,820 | - | - | 24 | 1/10/2029 | - | - | - | - | | Joshua | 1/1/2020(2) | 12,595 | - | - | 31.6 | 1/1/2030 | - | - | - | - | | W. LeMaire | 7/22/2020(3) | 71,521 | | - | 15 | 7/22/2030 | - | - | - | - | | Chief Operating | 1/1/2021(2) | 18,148 | - | - | 30.96 | 1/1/2031 | - | - | - | - | | Officer | 3/18/2021(4) | 10,563 | - | - | 47.72 | 3/18/2031 | - | - | - | - | | | 12/16/2021 | - | - | - | | | 234,898(5) | 4,357,358 | | | | | 2/28/2022(4) | 35,503 | - | - | 44.11 | 2/28/2032 | - | - | - | - | | | 6/23/2016 | 137,875 | - | - | 6.03 | 6/23/2026 | - | - | - | - | | | 1/10/2019(2) | 20,460 | - | - | 24 | 1/10/2029 | - | - | - | - | | Jose M. | 1/1/2020(2) | 18,892 | - | - | 31.6 | 1/1/2030 | - | - | - | - | | Revuelta | 7/22/2020(3) | 71,521 | | - | 15 | 7/22/2030 | - | - | - | - | | Chief Strategy | 1/1/2021(2) | 18,148 | | - | 30.96 | 1/1/2031 | - | - | - | - | | Officer | 3/18/2021(4) | 10,563 | - | - | 47.72 | 3/18/2031 | - | - | - | - | | | 12/16/2021 | - | - | - | - | - | 234,898(5) | 4,357,358 | | | | | 2/28/2022(4) | 35,503 | - | - | 44.11 | 2/28/2032 | - | - | - | - |

  76. Outstanding Equity Awards at 2024 Fiscal Year End

    (1) The SARs previously granted to our NEOs were cancelled effective December 31, 2024. Calculated by multiplying the number of restricted stock units by $18.55, the closing price of our common stock on December 31, 2024.

  77. Outstanding Equity Awards at 2024 Fiscal Year End

    | | 62 |

  78. Outstanding Equity Awards at 2024 Fiscal Year End

    (3) 50% of the RSUs vest on each of December 16, 2025 and December 16, 2026, which represent the fourth and fifth anniversaries of the date of grant, subject to the NEO’s continued service through each such date. (4) Mr. Manthripragada’s Performance RSUs were subject to performance criteria and, as of December 31, 2024, the performance criteria have been satisfied such that 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. (5) 50% of the RSUs vest on each of December 16, 2025 and December 16, 2026, which represent the fourth and fifth anniversaries of the date of grant, subject to the NEO’s continued service through each such date. (6) Mr. Manthripragada’s Performance RSUs were subject to performance criteria and, as of December 31, 2024, the performance criteria have been satisfied such that 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.

  79. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 The following table summarizes the number of options exercised and the value realized upon such exercise for each of the NEOs during fiscal year 2024.

  80. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Option Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Allan Dicks | 8,332 | 165,140 | | Jose M. Revuelta | 20,000 | 548,900 | | Jose M. Revuelta | 30,000 | 828,000 |

  81. Option Exercises and Stock Vested in Fiscal Year 2024

    (1) Amounts listed reflect the aggregate amount realized by the NEO based on the difference between the market value of the shares acquired pursuant to the options at exercise and the exercise price. Our NEOs did not vest in any stock awards during fiscal year 2024.

  82. Potential Payments Upon Termination or Change In Control

    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.

  83. Termination After Change in Control

    | Executive Severance Policy upon Termination or Change in Control | Not for Cause or Good Reason ($) | Death or Disability ($) | Change in Control ($) | Change in Control Termination ($) | | VIJAY MANTHRIPRAGADA | | | | | | Cash Severance | 1,900,000(1) | 1,900,000(1) | - | 1,900,000(1) | | Stock Options(2) | - | - | - | - | | Restricted Stock Units | - | - | 5,865,677(2) | 5,865,677(2) | | Performance Restricted Stock Units | - | - | 5,865,677(3) | 5,865,677(3) | | TOTAL | 1,900,000 | 1,900,000 | 11,731,354 | 13,631,354 | | ALLAN DICKS | | | | | | Cash Severance | 525,000(1) | 525,000(1) | - | 525,000(1) | | Stock Options(2) | - | - | - | - | | Restricted Stock Units | - | - | 4,189,777(2) | 4,189,777(2) | | TOTAL | 525,000 | 525,000 | 4,189,777 | 4,714,777 | | NASYM AFSARI | | | | | | Cash Severance | 525,000(1) | 525,000(1) | - | 525,000(1) | | Stock Options(2) | - | - | - | - | | Restricted Stock Units | - | - | 4,189,777(2) | 4,189,777(2) | | TOTAL | 525,000 | 525,000 | 4,189,777 | 4,714,777 | | JOSHUA W. LEMAIRE | | | | | | Cash Severance | 525,000(1) | 525,000(1) | - | 525,000(1) | | Stock Options(2) | - | - | - | - | | Restricted Stock Units | - | - | 4,357,358(2) | 4,357,358(2) | | TOTAL | 525,000 | 525,000 | 4,357,358 | 4,882,358 | | JOSE M. REVUELTA | | | | | | Cash Severance | 525,000(1) | 525,000(1) | - | 525,000(1) | | Stock Options(2) | - | - | - | - | | Restricted Stock Units | - | - | 4,357,358(2) | 4,357,358(2) | | TOTAL | 525,000 | 525,000 | 4,357,358 | 4,882,358 |

  84. CEO Pay Ratio

    CEO Pay Ratio For fiscal year 2024, the annual total compensation for the median employee of the Company (other than our CEO) was $75,153 and the annual total compensation of our CEO was $2,224,967. Based on this information, for fiscal year 2024 the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 29.6 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, 2024, the last day of our fiscal year. To identify our median employee, we used a “total direct compensation” measure consisting of: 1. Fiscal year 2024 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 2024 (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 2024 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 2024 (December 31, 2024). We excluded from the calculation approximately 270 employees who joined our business through the acquisitions of Epic Environmental Pty Ltd, Two Dot Consulting, LLC, Engineering & Technical Associates, Inc., Paragon Soil and Environmental Consulting Inc., Spirit Environmental, LLC and Origins Laboratory Inc. 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.

  85. CEO Pay Ratio

    | | 66 |

  86. Pay vs. Performance

    Pay vs. Performance 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”) and Non-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 performance, refer to “Compensation Discussion and Analysis.”

  87. Pay vs. Performance

    | | | | | | Value of Initial Fixed $100 Investment Based on: (4) | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO ($) (1) (2) (3) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (1) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1) (2) (3) | TSR ($) | Peer Group TSR ($) | Net Income ($ Millions) | Consolidated Adjusted EBITDA ($ Millions)(5) | | 2024 | 2,224,967 | (8,539,396) | 986,458 | (2,934,616) | 84.32 | 194.41 | (62.3) | 95.8 | | 2023 | 1,921,657 | (35,584,393) | 924,506 | (13,013,980) | 146.05 | 157.30 | (30.9) | 78.6 | | 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 | 7,308,709 | 2,301,038 | 3,509,808 | 140.73 | 115.89 | (57.9) | 54.5 |

  88. Pay vs. Performance

    (1) Vijay Manthripragada was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  89. Pay vs. Performance

    | 2020-2024 | | Allan Dicks | | Nasym Afsari | | Joshua W. LeMaire | | Jose M. Revuelta |

  90. Pay vs. Performance

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-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 the Non-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.

  91. Pay vs. Performance

    | Year | 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 | | 2024 | 2,224,967 | — | (10,764,363) | (8,539,396) |

  92. Pay vs. Performance

    | Year | 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 986,458 | — | (3,921,074) | (2,934,616) |

  93. Pay vs. Performance

    | | 67 |

  94. Pay vs. Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  95. Pay vs. Performance

    | Year | 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 ($) | Total Inclusion of Equity Values for Vijay Manthripragada ($) | | 2024 | — | (8,588,236) | — | 40,605 | (2,216,732) | (10,764,363) |

  96. Pay vs. Performance

    | Year | Average year End Fair Value Awards Granted during Year that Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Granted in Prior Years for Non-PEO NEOs ($) | 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 Non-PEO NEOs ($) | Total Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | — | (3,128,574) | — | 20,302 | (812,802) | (3,921,074) |

  97. Pay vs. Performance

    (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 Regulation S-K included in our Annual Report for the year ended December 31, 2024. 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. 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 and Non-PEO NEOs in 2024. Adjusted EBITDA is a non-GAAP measure that adds back non-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.

  98. Pay vs. Performance

    | | 68 |

  99. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group Total Stockholder Return (“TSR”)

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group 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 our Non-PEO NEOs, and the Company’s cumulative TSR from July 23, 2020, the first trading day of our common stock on the NYSE, through the five most recently completed fiscal years to that of the MSCI USA ESG Leaders Index over the same period.

  100. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    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 (loss) during the five most recently completed fiscal years.

  101. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

    | | 69 |

  102. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Consolidated Adjusted EBITDA

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Consolidated Adjusted EBITDA 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 and our Consolidated Adjusted EBITDA during the five most recently completed fiscal years.

  103. BOARD OF DIRECTORS

    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 and are divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III., with the terms of the Class I directors shall initially serve until the first expiring at the 2027 annual meeting of stockholders following the initial effectiveness of this Section 5.2; the terms of Class II directors shall initially serve until the second expiring at the 2028 annual meeting of stockholders following the initial effectiveness of this Section 5.2; and the terms of Class III directors shall initially serve until the third expiring at the 2026 annual meeting of stockholders following the initial effectiveness of this Section 5.2, provided that such division of directors into classes shall terminate upon the election of directors at the 2026 annual meeting of stockholders. 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. Each director elected by the stockholders at the 2026 annual meeting of stockholders and thereafter shall serve for a term expiring at the next succeeding annual meeting of stockholders. Directors shall hold office until their successors have been duly elected and qualified, subject however, to prior death, resignation, disqualification or removal from office. Until the election of directors at the 2028 annual meeting of stockholders, iIn 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 in the manner determined by the Board of Directorsas 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. Subject to the rights of the holders of any outstanding series of Preferred Stock, aAny 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, provided, however, that, each director so chosen after the election of directors at the 2028 annual meeting of stockholders shall serve for a term expiring at the next succeeding annual meeting of stockholders 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 a majority of the voting power of the stock outstanding and entitled to vote thereon (i) until the election of directors at the 2028 annual meeting of stockholders, only for cause and (ii) from and after the election of directors at the 2028 annual meeting of stockholders, with or without cause. ***************

  104. BOARD OF DIRECTORS

    | | 87 |

  105. BOARD OF DIRECTORS

    Logo P.O. BOX 8016, CARY, NC 27512-9903 Your vote matters! Have your ballot ready and please use one of the methods below for easy voting: Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. Montrose Environmental Group, Inc. Annual Meeting of Stockholders For Stockholders of record as of March 12, 2025 Tuesday, May 6, 2025 11:30 AM, Central Time Annual meeting to be held live via the Internet- please visit http://www.proxydocs.com/MEG for more details. YOUR VOTE IS IMPORTANT! IF VOTING BY INTERNET, PHONE OR ALEXA, PLEASE VOTE BY: 10:59 PM, Central Time, May 5, 2025. Internet: www.proxypush.com/MEG Cast your vote online Have your Proxy Card ready Follow the simple instructions to record your vote Phone: 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 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 or vote using one of the other means described above. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved Logo Montrose Environmental Group, Inc. Annual Meeting of Stockholders 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 4 PROPOSAL YOUR VOTE 1. To elect three Class II directors to our Board of Directors to hold office until the Company's 2028 annual meeting of stockholders, or until their successors are duly elected and qualified. FOR WITHHOLD 1.01 J. Thomas Presby 1.02 James K. Price 1.03 Janet Risi Field 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, 2025. 3. To approve, on a non-binding and advisory basis, the compensation of our named executive officers ("Say on Pay"). 4. To approved an amendment to the Company's Certificate of Incorporation to declassify the Board and phase-in annual director elections. BOARD OF DIRECTORS RECOMMENDS FOR FOR FOR FOR FOR FOR You must register to attend the meeting online and/or participate at www.proxydocs.com/MEG Authorized 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