DEF 14A of Onterris, Inc., Mar 25, 2024

DEF 14A of Onterris, Inc.

Filed Mar 25, 2024 · FY20230001193125-24-076490

Open on EDGAR

  1. Corporate Governance Guidelines

    | • | Director compensation; |

  2. 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 2023 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 sills described in “The Board of Directors—Director Skills and Experience”), education, professional, scientific and academic affiliations, experience, age, length of service, positions held, and geographies served. The Nominating and Corporate Governance Committee also considers diversity of viewpoints, backgrounds, experience and other demographics, including race and ethnicity and gender, and the Board will proactively seek diversity when considering any new

  3. Review of Director Nominees

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  4. Review of Director Nominees

    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 noted above, our Nominating and Corporate Governance Committee is enhancing the skills and experience criteria it and the Board use to identify and evaluate the key skills and experience of our existing directors, as well as to identify and evaluate skills and qualifications that should be considered in seeking out new board members. Notably, as the Board considers future candidates, the Nominating and Corporate Governance Committee expects to focus on diverse candidates to expand diversity, and for skills and experience to further complement our existing Board and to align with the Company’s mission and strategy. Once potential candidates are identified (including those candidates recommended by stockholders), the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates and members of the Nominating and Corporate Governance Committee interview 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.”

  5. 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 certificate of incorporation, the total number of directors will be determined from time to time by our Board. At present, our Board has the number of directors at nine, with one vacancy and three directors in each of Class I and II, and two directors in Class III. Our directors serve staggered terms according to class, so that only a single class of directors shall have terms expiring in any given year. Those who are elected as directors upon expiration of a term shall serve for a three-year term and until the election and qualification of their respective successors in office, or until the director’s earlier death, resignation or removal. The vacancy relates to a Board seat that Oaktree has the right to fill pursuant to the terms of our Series A-2 preferred stock. Oaktree has not replaced its former appointee on the Board of Directors following his resignation in June 2022. The current terms of our three Class I directors, J. Miguel Fernandez de Castro, Vijay Manthripragada and Robin L. Newmark, will expire at the Annual Meeting. Our Board has nominated Messrs. Fernandez de Castro and Manthripragada and Dr. Newmark for election as our Class I directors with terms expiring at the 2027 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.

  6. Class I Director Nominees

    Class I Director Nominees

  7. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

    Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

  8. Nominees for Election to a Three-Year Term Expiring at 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 Co-Chief Executive Officer of ExamWorks Group, Inc., a provider of independent medical examination services, since January 2020, and as Chief Financial Officer of ExamWorks since March 2009. Previously, Mr. Fernandez de Castro served as Senior Executive Vice President of ExamWorks from March 2009 to January 2020. Before ExamWorks, Mr. Fernandez de Castro served first as Senior Vice President and subsequently | | 52 | Audit | | as Chief Financial Officer and Vice President and Controller of TurboChef Technologies, Inc. Before TurboChef, Mr. Fernandez de Castro held various positions with PracticeWorks, Inc. Mr. Fernandez de Castro began his career in the audit services group of BDO Seidman, LLP. Mr. Fernandez de Castro received a Bachelor of Arts in Economics and Spanish and a Masters in Accounting from the University of North Carolina at Chapel Hill. Mr. Fernandez de Castro is a Certified Public Accountant in the State of Georgia. Mr. Fernandez de Castro’s broad executive finance and accounting experience, as well as his professional accounting background, provide the Board with important expertise regarding accounting, financial and treasury matters. This experience also brings to the Board important depth of knowledge regarding public company reporting. | | | | | | ✓ Financial Sophistication ✓ Innovation and Technology ✓ Risk Management and Cybersecurity | ✓ Strategic Leadership and Management ✓ Talent / Organizational Development | ✓ International Operations ✓ Mergers and Acquisitions and Integrations | | |

  9. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

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  10. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

    | Name, Skills and Experience | | | Age | Committee(s) | | VIJAY MANTHRIPRAGADA | | | | | | | Mr. Manthripragada joined Montrose Environmental as our President in September 2015. In June 2016 Mr. Manthripragada also joined our Board of Directors and, since February 2016, he has served as our President and Chief Executive Officer. Before joining Montrose Environmental, Mr. Manthripragada most recently served as the Chief Executive Officer of PetCareRx, Inc., an e-commerce company, from 2013 to 2015. Prior to PetCareRx, Mr. Manthripragada was at Goldman Sachs where he held various positions from 2006 to 2013. Mr. Manthripragada received his Master of Business | | 47 | None | | Administration from The Wharton School, University of Pennsylvania and his Bachelor of Science in Biology from Duke University. Mr. Manthripragada’s qualifications to serve on the Board include his experience as a president and chief executive officer, which contributes valuable management expertise to the Board’s collective knowledge. Mr. Manthripragada’s Board service also creates a direct, more open channel of communication between the Board and senior management. | | | | | | ✓ Financial Sophistication ✓ Environment, Social and Governance ✓ Mergers and Acquisitions and Integrations | ✓ Strategic Leadership and Management ✓ Innovation and Technology ✓ Risk Management and Cybersecurity | ✓ International Operations ✓ Talent / Organizational Development | | |

  11. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

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  12. Nominees for Election to a Three-Year Term Expiring at 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 Principal Program | | 67 | Nominating and Corporate Governance (Chair) | | Manager, Planning and Program Development from 2009 to 2010. Prior to her work at NREL, Dr. Newmark conducted research in energy, environment, climate and national security, and held several leadership positions at the Lawrence Livermore National Laboratory, a national laboratory specializing in nuclear weapons, national and homeland security, energy and environmental research, including Deputy Program Director, Energy and Environmental Security, Program Leader and Associate Program Leader, Water and Environment and External Relations Director, Global Security. Dr. Newmark co-invented a suite of award-winning environmental remediation technologies, authored over 100 papers and reports in the open literature and holds five patents. Dr. Newmark previously served on the Board of Directors of a nonprofit organization initiated by the Colorado Governor’s Energy Office as a resource and energy efficiency asset for regional and national stakeholders. Dr. Newmark received a Bachelor of Science in Earth and Planetary Sciences from the Massachusetts Institute of Technology (Phi Beta Kappa), a Master of Science in Earth Sciences (Marine Geophysics) from the University of California at Santa Cruz, a Master of Philosophy in Geophysics and a Doctor of Philosophy in Marine Geophysics from Columbia University. Dr. Newmark brings over 30 years of planning and operations experience across the energy and environmental innovation ecosystem to the Board, from foundational research to technology development, validation and entry into commercial markets. Her experience engaging industry partners and public stakeholders in projects provides invaluable expertise and insight to the Board for pursuing our mission and supporting our clients’ environmental needs. | | | | | | ✓ International Operations ✓ Talent / Organizational Development | ✓ Environmental, Social and Governance ✓ Mergers and Acquisitions and Integrations | ✓ Innovation and Technology ✓ Risk Management and Cybersecurity | | |

  13. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

    | | | 41 |

  14. Continuing Directors

    Continuing Directors

  15. Class II Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    Class II Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

  16. Class II Directors Continuing in Office Until the 2025 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., ExamWorks Group, Inc., First Solar, Inc., Greenpoint Financial Corp., Invesco Ltd., | | 84 | Audit (Chair) Compensation | | PracticeWorks Inc., Tiffany & Co., TurboChef Technologies, Inc. and World Fuel Services Corp., as well as several privately held companies. He recently retired from the New York Chapter of the National Association of Corporate Directors after more than ten years of service. Mr. Presby previously served as a trustee of Rutgers University, Montclair State University and as director and chairman of the audit committee of The German Marshall Fund of the United States. Mr. Presby received a Bachelor of Science in electrical engineering from Rutgers University and a Master of Science in industrial administration from the Carnegie Mellon University Graduate School of Business. He is a Life Member of the AICPA. Mr. Presby brings a significant level of financial and accounting expertise to the Board, developed at the highest levels during his more than 30-year career with Deloitte, working with numerous listed companies, as well as his extensive resume of audit committee and audit committee chair service for a number of public and private companies. This experience also provides invaluable insight regarding public company reporting matters, as well as a deep understanding of the process of an audit committee’s interactions with the Board, management and the external auditor. | | | | | | ✓ Public Company Board Experience ✓ International Operations ✓ Talent / Organizational Development | ✓ Financial Sophistication ✓ Innovation and Technology ✓ Risk Management and Cybersecurity | ✓ Strategic Leadership and Management ✓ Mergers and Acquisitions and Integrations | | |

  17. Class II Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    | | | 42 |

  18. Class II Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    | Name, Skills and Experience | | | Age | Committee(s) | | 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 a director of PracticeWorks, Inc. Mr. Price was a co-founder of AMICAS, Inc. and served | | 65 | Compensation Nominating and Corporate Governance | | as its Executive Vice President and Secretary. Mr. Price has served as an executive officer of American Medcare and also co-founded and was an executive officer of International Computer Solutions. Mr. Price sits on the board of directors of several privately-held companies and non-profit organizations. Mr. Price holds a Bachelor of Arts in marketing from the University of Georgia. Mr. Price’s qualifications to serve on our Board include his expertise in business and corporate strategy and his strong background with early-stage companies like ours that grew both organically and through strategic acquisitions. Mr. Price’s extensive resume as the chief executive officer of other companies also contributes valuable executive and management experience to the Board’s collective knowledge. His broad experience with other public and private company boards also brings important insight and guidance to the Board regarding its responsibilities and best practices in corporate governance. | | | | | | ✓ Public Company Board Experience ✓ International Operations ✓ Talent / Organizational Development | ✓ Financial Sophistication ✓ Environmental, Social and Governance ✓ Mergers and Acquisitions and Integrations | ✓ Strategic Leadership and Management ✓ Innovation and Technology ✓ Risk Management and Cybersecurity | | |

  19. Class II Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    | | | 43 |

  20. Class II Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    | Name, Skills and Experience | | | Age | Committee(s) | | JANET RISI FIELD | | | | | | | Ms. Risi has been a Director since October 2021. Ms. Risi 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 was a commodities buyer for Ralston Purina and held a number of other positions within the food industry. Ms. Risi also serves on the board of directors for several private companies and charitable organizations. Ms. Risi received a B.A. in English and a minor in Business from | | 64 | Nominating and Corporate Governance | | DePauw University. Ms. Risi’s qualifications to serve on our Board include her experience founding and growing a successful, international business, which is particularly helpful as we grow our business further and expand internationally, as well as her extensive executive and leadership skills gained over the course of her professional career. Ms. Risi’s service on other public and private company boards, including serving as a compensation committee chair of a public company, brings important insight and guidance to the Board regarding its responsibilities and best practices regarding executive compensation. | | | | | | ✓ Public Company Board Experience ✓ Talent / Organizational Development | ✓ Strategic Leadership and Management ✓ Environmental, Social and Governance | ✓ International Operations ✓ Innovation and Technology | | |

  21. 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

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

    | Name, Skills and Experience | | | Age | Committee(s) | | PETER M. GRAHAM | | | | | | | Mr. Graham has been a Director since June 2017. Mr. Graham is a private investor and has been a partner at One Better Ventures LLC, a private advisory and investment company, since June 2017. Mr. Graham served on the board and as chairman of the audit committee of Thrive Acquisition Corporation, a publicly held special purpose acquisition company from September 2021 until January 2023. Previously, Mr. Graham served for seventeen years as chairman of the board of Seventh Generation, Inc., a privately held consumer products company, until it was sold to Unilever PLC in October 2016. Until 2004, Mr. Graham held various positions with Ladenburg Thalmann Group Inc., | | 69 | Compensation (Chair) Audit | | including Principal, President and Vice Chairman. In addition to serving on the board of directors of a number of public and privately-held companies prior to 2014, including in the role of lead independent director and chair of the audit and compensation committees, Mr. Graham served on the board of directors of ExamWorks Group, Inc. until May 2016, where he served as a member of the audit, compensation and nominating and corporate governance committees. Mr. Graham’s extensive service on other public and private company boards, including serving as a lead independent director and audit and compensation committee chair, brings important insight and guidance to the Board regarding its responsibilities, including as a public company, as well as best practices in corporate governance. Mr. Graham’s exposure to the investment banking industry contributes extensive knowledge of finance and capital markets to the Board. | | | | | | ✓ Public Company Board Experience ✓ Environmental, Social and Governance ✓ Talent / Organizational Development | ✓ Financial Sophistication ✓ Risk Management and Cybersecurity ✓ Mergers and Acquisitions and Integrations | ✓ Strategic Leadership and Management | | |

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

    | | | 44 |

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

    | Name, Skills and Experience | | | Age | Committee(s) | | RICHARD E. PERLMAN | | | | | | | Mr. Perlman has been a Director since December 2013, and Chairman of the Board since July 2019. Mr. Perlman is a co-founder of ExamWorks Group, Inc., a provider of independent medical examination services, and has served as its Co-Executive Chairman since January 2020, and previously served as its Executive Chairman from October 2010 to January 2020. Mr. Perlman is also the Chairman of Compass Partners, LLC, a merchant banking firm specializing in middle market companies, which he founded in 1995. Mr. Perlman’s previous positions include serving as Executive Chairman of TurboChef Technologies, Inc., | | 77 | Compensation Nominating and Corporate Governance | | PracticeWorks, Inc. and AMICAS. Mr. Perlman sits on the boards of various privately-held companies and serves on The Executive Advisory Board of The Wharton School, The Wharton Entrepreneurship Advisory Board and is a part time faculty member of The Wharton School. He is also a board member of The James Beard Foundation and the Boys and Girls Club of Sarasota. Mr. Perlman is a graduate of the Wharton School of the University of Pennsylvania and received his Master of Business Administration from The Columbia University Graduate School of Business. Mr. Perlman’s qualifications to serve on our Board include his expertise in business and corporate strategy and his strong background with early-stage companies like ours that grew both organically and through strategic acquisitions. His broad experience with other public and private company boards also brings valuable insight and guidance to the Board regarding its responsibilities and best practices in corporate governance. Mr. Perlman’s significant background in banking and other fiscal matters brings meaningful value the Board’s approach to the Company’s financial positioning. | | | | | | ✓ Public Company Board Experience ✓ International Operations ✓ Talent / Organizational Development | ✓ Financial Sophistication ✓ Environmental, Social and Governance ✓ Mergers and Acquisitions and Integrations | ✓ Strategic Leadership and Management ✓ Innovation and Technology ✓ Risk Management and Cybersecurity | | |

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

    | | | 45 |

  26. 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 15, 2022, our Board approved the annual compensation packages for our non-management directors for their service on our Board of Directors and its committees for the fiscal year ended December 31, 2023 as set forth below, which was unchanged from non-management director compensation for the fiscal year ended December 31, 2022.

  27. Director Compensation

    | | 2023 Director Compensation ($) | | Annual Cash Retainer | 90,000(1) | | Annual Equity Grant | 110,000(2) | | Total Base Compensation | 200,000 | | COMMITTEE CHAIR CASH RETAINERS | | | Audit | 50,000 | | Compensation | 30,000 | | Nominating and Corporate Governance | 10,000 | | Non-Executive Chair Cash Retainer | 80,000 |

  28. Director Compensation

    | (1) Annual cash retainers are paid quarterly, in arrears. |

  29. Director Compensation

    | (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. |

  30. Director Compensation

    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.

  31. Director Compensation

    | | | 46 |

  32. Director Compensation

    The following table sets forth the compensation earned by our non-management directors for the fiscal year ended December 31, 2023:

  33. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | J. Miguel Fernandez de Castro | 90,000 | 109,998 | 199,998 | | Peter M. Graham | 120,000 | 109,998 | 229,998 | | Robin L. Newmark | 100,000 | 109,998 | 209,998 | | Richard E. Perlman | 170,000 | 109,998 | 279,998 | | J. Thomas Presby | 140,000 | 109,998 | 249,998 | | James K. Price | 90,000 | 109,998 | 199,998 | | Janet Risi Field | 90,000 | 109,998 | 199,998 |

  34. Director Compensation

    | (1) Represents the aggregate grant date fair value of the award of restricted stock granted under the Company’s Amended and Restated 2017 Stock Incentive Plan (the “Stock Plan”) in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“ASC 718”). The fair value reported equals the number of restricted shares granted, which was 2,478, multiplied by the closing price of the Company’s common stock of $44.39 per share on December 30, 2022, the trading day immediately prior to the date of grant. |

  35. Director Compensation

    | (2) The following table sets forth the aggregate number of stock awards and stock options outstanding as of December 31, 2023: |

  36. 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 | 2,478 | — | — | | Peter M. Graham | 2,478 | — | — | | Robin L. Newmark | 2,478 | — | — | | Richard E. Perlman | 2,478 | — | — | | J. Thomas Presby | 2,478 | 10,000 | — | | James K. Price | 2,478 | — | — | | Janet Risi Field | 2,478 | — | — |

  37. Director Compensation

    | (a) All 2,478 of the shares reported for each director are shares of restricted stock that vested on January 1, 2024. |

  38. Director Compensation

    | (b) Stock options have an exercise price of $9.76 per share of common stock and are fully vested. |

  39. Director Compensation

    | | | 47 |

  40. Stockholder Outreach

    | Topic | Response | | Our plans for the use of long-term incentives after the five-year performance period of the outperformance grants made in 2021, and the vesting criteria for any such future incentives | As we begin to approach the end of the five-year performance period of the 2021 outperformance grant, our Compensation Committee will consider various approaches to the continued retention and motivation of our management team based on feedback from our independent compensation advisor and peer group data, as well as input from our stockholders. Our Compensation Committee and Board recognize the importance of alignment of executive compensation with Company performance and stockholder objectives. These factors, along with market data, will be taken into consideration as we develop future compensation programs for our NEOs. | | Compensation Committee motivations for implementing outperformance grants in 2021 | As previously noted in our 2022 Proxy Statement, our 2021 outperformance grants were implemented by the Compensation Committee and Board in order to: ➣ align executive and stockholder interests; ➣ provide a significant portion of total compensation that is long term, performance-based and at risk; and ➣ attract and retain talented executives. | | Metrics for achievement of performance targets for 2021 outperformance grants | As discussed in our 2023 Proxy Statement, and as further elaborated herein, the SARs granted to our NEOs in 2021 have significant stock price hurdles that must be achieved in order for such SARs to be earned and vest. Vesting in full in 2026 would require a 634% increase in the Company’s share price from FY2023. In addition, 50% of the RSUs granted to our CEO, Vijay Manthripragada, are subject to performance criteria, as well as a 5-year vesting timeline, which requires the achievement of a specified EBITDA hurdle for the Company. |

  41. Stockholder Outreach

    | Topic | Response | | Considerations of the Board in determination of executive short-term compensation programs | As discussed in our 2023 Proxy Statement, our Compensation Committee and Board take into consideration peer group data, benchmark data, individual roles and responsibilities, and performance in developing our short term compensation programs. Our NEO compensation is reviewed and updated every two years, so at the time any adjustments are made, they also take into consideration the expected evolution of the Company for a two year period, as well as the individual NEO’s roles and responsibilities over a broader term, rather than reviewing and adjusting compensation on an annual basis. | | Thresholds for achievement of short-term incentive programs | Our Compensation Committee and Board believe that utilizing adjusted EBITDA and acquired EBITDA as performance measures aligns our NEO compensation directly with the financial performance of the Company and aligns their compensation with the interests of our stockholders. While we do disclose performance thresholds and metrics related to acquired EBITDA, we do not publicly disclose our adjusted EBITDA performance targets, as the information is confidential and any disclosure thereof could cause competitive harm to the Company. |

  42. Compensation Philosophy and Highlights

    | 2. | Provide a significant portion of total compensation that is long term, performance-based and at risk; and |

  43. Compensation Philosophy and Highlights

    | • | NEOs received a short-term incentive annual bonus payout for 2023 based on company performance, which was capped; |

  44. Compensation Philosophy and Highlights

    | • | M&A cash bonus eligibility was capped; and |

  45. Compensation Philosophy and Highlights

    | • | No additional equity grants to NEOs as previously disclosed. |

  46. Role of the Compensation Committee

    | • | Reviewing and assessing competitive market data; |

  47. Role of the Compensation Committee

    | • | Reviewing and approving incentive plan goals, achievement levels, objectives and compensation recommendations for the NEOs and other executive officers; |

  48. Role of the Compensation Committee

    | • | Approving any changes to the total compensation programs for the NEOs including, but not limited to, base salary, annual bonuses, long-term incentives and benefits. |

  49. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee has historically retained the services of Aon’s Human Capital Solutions Practice, a division of Aon plc (“Aon”), in accordance with the Compensation Committee’s charter. In 2023, the Compensation Committee changed its independent compensation consultant to Exequity LLP (“Exequity”) to first advise with respect to compensation for fiscal year 2024. During the partial year in which Aon was engaged as independent compensation consultant, and the balance of the year when Exequity was engaged as independent compensation consultant, each reported directly to the Compensation Committee. The Compensation Committee retains sole authority to hire or terminate the independent compensation consultant, approves its professional fees, determines the nature and scope of its services and evaluates its performance. A representative of the independent

  50. Role of the Independent Compensation Consultant

    | | | 59 |

  51. Role of the Independent Compensation Consultant

    compensation consultant attends Compensation Committee meetings and communicates with the Compensation Committee chair between meetings, as requested. The Compensation Committee makes or recommends to the Board all final decisions regarding executive compensation. In advising with respect to fiscal year 2022 compensation, which remained unchanged for fiscal year 2023, Aon’s role included the following:

  52. Role of the Independent Compensation Consultant

    | • | Advising the Compensation Committee on director and executive compensation trends and regulatory developments; |

  53. Role of the Independent Compensation Consultant

    | • | Assisting with the design of our executive compensation structure, including both short and long-term incentive programs; |

  54. Role of the Independent Compensation Consultant

    | • | Developing a peer group of companies for determining competitive compensation rates; |

  55. Role of the Independent Compensation Consultant

    | • | Providing a total compensation study for executives against peer companies; |

  56. Role of the Independent Compensation Consultant

    | • | Providing advice to the Compensation Committee on corporate governance best practices, as well as any other areas of concern or risk; |

  57. Role of the Independent Compensation Consultant

    | • | Serving as a resource to the Compensation Committee chair for meeting agendas and supporting materials in advance of each meeting; |

  58. Role of the Independent Compensation Consultant

    | • | Reviewing and commenting on proxy statement disclosure items, including review of the CD&A; and |

  59. Role of the Independent Compensation Consultant

    | • | Advising the Compensation Committee on management’s pay recommendations. |

  60. Role of the Independent Compensation Consultant

    The Compensation Committee has assessed the independence of each of Aon and Exequity as required by the SEC and NYSE listing standards. The Compensation Committee reviewed its relationship with Aon during their engagement, and its relationship with Exequity, and considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. Based on this review, the Compensation Committee concluded that there are no conflicts of interest raised by the work performed by each of Aon and Exequity, and that each of Aon and Exequity is independent.

  61. Pay Mix

    | • | 6% was cash incentives. |

  62. Pay Mix

    | • | 7% was cash incentives. |

  63. Pay Mix

    | • | 2021 One-Time Long-Term Outperformance Equity Grant. As disclosed in our 2022 CD&A, on December 16, 2021, our NEOs received a one-time Long-Term Outperformance Equity Grant with significant stock price performance vesting hurdles. Consistent with our philosophy and objectives at the time of that grant, these provide long term equity incentives for a five-year period for each recipient. Given the five-year performance period of such grants, we have included 1/5th of the grant date value for the 2021 one-time Long-Term Outperformance Equity Grants in the compensation mix calculations above, even though the current values of such awards is less. For Mr. Manthripragada, 50% of his RSUs granted in 2021 are performance based and subject to the Company achieving certain EBITDA hurdles, as discussed in our CD&A. |

  64. Pay Mix

    | o | None of the performance-based SARs or CEO performance-based RSUs have vested or been earned through the date of this Proxy Statement and are forfeitable if specified performance levels are not achieved within the allotted performance period. |

  65. Pay Mix

    | • | 2023 Equity Grants. No new equity grants made to our NEOs in 2023. |

  66. Pay Mix

    | • | Our NEOs received an Acquisition Based Bonus for fiscal year 2023, which is further described in the CD&A. The Acquisition Based Bonus program is designed to provide NEOs with the opportunity to earn cash bonuses as a percentage of acquired adjusted EBITDA for acquisitions that closed between January 1, 2023 and December 31, 2023. The Acquisition Based Bonus reflected in the compensation mix calculations above assumes a target of $12.5 million of acquired adjusted EBITDA, and such Acquisition Based Bonus has a maximum payout at $25.0 million of acquired adjusted EBITDA. |

  67. 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.

  68. Peer Group / Benchmarking

    | | | 61 |

  69. Peer Group / Benchmarking

    During 2021, management and the Compensation Committee performed a comprehensive review of potential peer companies. The following criteria were used to develop a peer group for Aon’s December 2021 pay study:

  70. Peer Group / Benchmarking

    | • | Industries. Construction and Engineering, Environmental and Facilities Services, Industrial Machinery, Oil and Gas Refining and Marketing, Renewable Energy, Research and Consulting Services and Semiconductor Equipment; |

  71. Peer Group / Benchmarking

    | • | Company Size. Widened the annual revenue range to approximately 0.3 times to 4 times our annual revenues, with a secondary focus on market capitalization, to recognize our significant growth / M&A strategy and to capture more potential peer companies; |

  72. Peer Group / Benchmarking

    | • | Competitors. Companies that compete with us for business and management talent. |

  73. Peer Group / Benchmarking

    The following peer group was approved and used in Aon’s December 2021 study to assist with fiscal year 2022 pay decisions. As further described herein, fiscal year 2023 pay programs were unchanged from fiscal year 2022. Bolded companies were new peers for Aon’s December 2021 pay study.

  74. Peer Group / Benchmarking

    | • | Argan, Inc. |

  75. Peer Group / Benchmarking

    | • | Casella Waste Systems, Inc. |

  76. Peer Group / Benchmarking

    | • | CECO Environmental Corp. |

  77. Peer Group / Benchmarking

    | • | Clean Energy Fuels Corp. |

  78. Peer Group / Benchmarking

    | • | Clean Harbors, Inc. |

  79. Peer Group / Benchmarking

    | • | Covanta Holding Corporation |

  80. Peer Group / Benchmarking

    | • | CRA International, Inc. |

  81. Peer Group / Benchmarking

    | • | Enphase Energy, Inc. |

  82. Peer Group / Benchmarking

    | • | Evoqua Water Technologies |

  83. Peer Group / Benchmarking

    | • | Exponent, Inc. |

  84. Peer Group / Benchmarking

    | • | First Solar, Inc. |

  85. Peer Group / Benchmarking

    | • | Forrester Research, Inc. |

  86. Peer Group / Benchmarking

    | • | Heritage-Crystal Clean, Inc. |

  87. Peer Group / Benchmarking

    | • | Mistras Group, Inc. |

  88. Peer Group / Benchmarking

    | • | NV5 Global, Inc. |

  89. Peer Group / Benchmarking

    | • | Ormat Technologies, Inc. |

  90. Peer Group / Benchmarking

    | • | Perma-Fix Environmental |

  91. Peer Group / Benchmarking

    | • | REX American Resources |

  92. Peer Group / Benchmarking

    | • | SolarEdge Technologies |

  93. Peer Group / Benchmarking

    | • | Stericycle Inc. |

  94. Peer Group / Benchmarking

    | • | SunPower Corporation |

  95. Peer Group / Benchmarking

    | • | Sunrun, Inc. |

  96. Peer Group / Benchmarking

    | • | US Ecology, Inc. |

  97. Peer Group / Benchmarking

    | • | Willdan Group, Inc |

  98. Peer Group / Benchmarking

    Lydall, Inc. and The Gorman-Rupp Company were removed from the prior year peer group based on industry classification. The Compensation Committee uses multiple reference points to establish targeted total compensation opportunities. The Compensation Committee reviews competitive market data from:

  99. Peer Group / Benchmarking

    | 1. | Its compensation consultant’s annual total compensation study of peer companies; and |

  100. Peer Group / Benchmarking

    | 2. | Broader U.S. compensation surveys for similar-sized companies to inform its decisions about overall compensation opportunities and specific pay elements. |

  101. Peer Group / Benchmarking

    The Committee does not benchmark specific compensation elements or total compensation to any specific percentile relative to the peer companies or the broader United States market. Instead, the Compensation Committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as Company, business and individual performance, scope of responsibility, critical needs and skill sets, leadership potential and succession planning. A similar study was conducted in 2023 to inform 2024 pay decisions and will be described in next year’s proxy statement.

  102. Peer Group / Benchmarking

    | | | 62 |

  103. 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.

  104. Summary of Compensation Elements

    | Compensation Element | Performance Period | | Base Salary | Fiscal Year 2023 | | Organic Growth Cash Bonus | Fiscal Year 2023 | | Acquisition Based Cash Bonus | Fiscal Year 2023 |

  105. Annual Cash Bonus

    Annual Cash Bonus In 2023, our NEOs were eligible to earn incentives based on fiscal year performance under two programs: the Organic Growth Bonus and the Acquisition Based Bonus. Both plans were designed to reward our NEOs who attain superior annual performance in key areas that we believe create long-term value for stockholders and were designed based on market practices. Total target cash bonuses in fiscal year 2023 for our NEOs were as follows, and as further described herein:

  106. Annual Cash Bonus

    | Name | Target Organic Growth Performance Based Bonus (Cash) | Acquisition Based Bonus (Cash) | Total Target Cash Bonus | Total Target Cash Bonus as a Percentage of Base Salary | | Vijay Manthripragada | $462,500 | 2.5% | 775,000 | 100% | | Allan Dicks | $190,000 | 1.0% | 315,000 | 70% | | Nasym Afsari | $167,500 | 1.0% | 292,500 | 65% | | Joshua W. LeMaire | $270,000 | 0.5% | 332,500 | 70% | | Jose M. Revuelta | $82,500 | 2.0% | 332,500 | 70% |

  107. Annual Cash Bonus

    (1) Assumes $12.5 million of acquired adjusted EBITDA for purposes of calculating Total Target Cash Bonus. See “Acquisition Based Cash Bonus (Fiscal Year 2023 Performance Period)” below.

  108. Organic Growth Cash Bonus (Fiscal Year 2023 Performance Period)

    Organic Growth Cash Bonus (Fiscal Year 2023 Performance Period) The Organic Growth Cash Bonus program was designed to provide NEOs with the opportunity to earn cash bonuses based on the achievement of specific Company-wide adjusted EBITDA goals in

  109. Organic Growth Cash Bonus (Fiscal Year 2023 Performance Period)

    | | | 64 |

  110. Organic Growth Cash Bonus (Fiscal Year 2023 Performance Period)

    fiscal year 2023. Our Compensation Committee and Board believe that using adjusted EBITDA as a performance metric for a portion of our NEOs’ annual target compensation program rewards our NEOs for organically growing the Company in a profitable manner and, given that adjusted EBITDA is a commonly used measure of Company performance and proxy for cash generation by our investors, is an appropriate metric. Each of our NEOs was eligible to earn an incentive under this plan based on achievement of budgeted adjusted EBITDA as approved by our Board for the year and excluding any EBITDA from businesses acquired in 2023. The threshold for eligibility under the plan requires achievement of at least 93% of the fiscal year pre-acquisition budget approved by our Board and reaches its maximum payout at achievement of 107% of the fiscal year pre-acquisition budget. The plan is formulaic: for every 1% above or below target, the aggregate value of the bonus amount is increased or reduced by 14.3%, not to exceed 200% of the target amount. The table below sets forth the threshold, target and maximum Organic Growth Cash Bonus amounts approved for each NEO for fiscal year 2023 and the actual payout amounts earned by each NEO. The Company’s fiscal year 2023 performance exceeded 107% of the 2023 pre-acquisition adjusted EBITDA threshold for the Organic Growth Cash Bonus for fiscal year 2023. Therefore, our NEOs earned the maximum Organic Growth Cash Bonus in fiscal 2023. The Company does not publicly-disclose its adjusted EBITDA performance targets, as the information is confidential and any disclosure thereof could cause competitive harm to the Company, but the Compensation Committee believed that achievement of the target goal was challenging and would have required substantial performance. In addition, as noted above, utilizing adjusted EBITDA as a performance measure aligns our NEO compensation directly with the financial performance of the Company and aligns their compensation with the interests of our stockholders. The amounts earned under the Organic Growth Cash Bonus for fiscal year 2023, were paid in cash to the NEOs following the close of the fiscal year and are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

  111. Organic Growth Cash Bonus (Fiscal Year 2023 Performance Period)

    | Name | 2023 Threshold ($) | 2023 Target ($) | 2023 Maximum ($) | Actual ($) | | Vijay Manthripragada | 66,138 | 462,500 | 925,000 | 925,000 | | Allan Dicks | 27,170 | 190,000 | 380,000 | 380,000 | | Nasym Afsari | 23,953 | 167,500 | 335,000 | 335,000 | | Joshua W. LeMaire | 38,610 | 270,000 | 540,000 | 540,000 | | Jose M. Revuelta | 11,798 | 82,500 | 165,000 | 165,000 |

  112. Organic Growth Cash Bonus (Fiscal Year 2023 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.

  113. Acquisition Based Cash Bonus (Fiscal Year 2023 Performance Period)

    Acquisition Based Cash Bonus (Fiscal Year 2023 Performance Period) The Acquisition Based Bonus program is designed to provide NEOs with the opportunity to earn cash bonuses as a percentage of acquired adjusted EBITDA for acquisitions that closed between January 1,

  114. Acquisition Based Cash Bonus (Fiscal Year 2023 Performance Period)

    | | | 65 |

  115. Acquisition Based Cash Bonus (Fiscal Year 2023 Performance Period)

    2023 and December 31, 2023. The minimum Acquisition Based Bonus amount for all NEOs was $0.00 and the aggregate cap for the Acquisition Based Bonus payable for all NEOs was $1,750,000.00. Strategic acquisitions are one of the catalysts for our historical and continued growth, and as such, our Compensation Committee and Board believe that incorporating acquired adjusted EBITDA into our NEO compensation program appropriately incentivizes our NEOs to pursue and complete strategic acquisitions. In addition to organic growth, acquisitions of strategic businesses in our industry continues to be a part of the Company’s growth strategy, and as such, aligning our NEO compensation to acquisitive growth further aligns our compensation to value creation for our stockholders. In fiscal year 2023, the Company completed the following five acquisitions, as further described in our Annual Report on Form 10-K, which contributed an aggregate of $8.34 million of acquired adjusted EBITDA.

  116. Acquisition Based Cash Bonus (Fiscal Year 2023 Performance Period)

    | Acquired Business | Date of Acquisition | Segment | Location | | Frontier Analytical Laboratories | January 3, 2023 | Measurement and Analysis | El Dorado Hills, CA | | Environmental Alliance, Inc. | February 1, 2023 | Remediation and Reuse | Wilmington, DE | | GreenPath Energy LTD | May 1, 2023 | Measurement and Analysis | Calgary, Canada | | Matrix Solutions, Inc. | June 1, 2023 | Remediation and Reuse | Calgary, Canada | | Vandrensning ApS | July 31, 2023 | Remediation and Reuse | Copenhagen, Denmark |

  117. Acquisition Based Cash Bonus (Fiscal Year 2023 Performance Period)

    The table below shows each NEO’s 2023 Acquisition Based Bonus eligibility as a percentage of acquired adjusted EBITDA and the amounts earned by each NEO in 2023. Such Acquisition Based Bonus amounts were paid in cash to the NEOs at the end of the fiscal year and, except as noted in footnote 5 to the Summary Compensation Table below, are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Minimum Acquisition Based Bonus for each NEO for fiscal year 2023 was $0, and the fiscal year 2023 Acquisition Based Bonus calculation was capped at a maximum of $25.0 million of Acquired EBITDA.

  118. Acquisition Based Cash Bonus (Fiscal Year 2023 Performance Period)

    | Name | Percentage of Acquired EBITDA | Actual ($) | | Vijay Manthripragada | 2.5% | 208,457 | | Allan Dicks | 1.0% | 83,383 | | Nasym Afsari | 1.0% | 83,383 | | Joshua W. LeMaire | 0.5% | 41,691 | | Jose M. Revuelta | 2.0% | 166,765 |

  119. Equity-Based Incentive Compensation

    reliance on long-term equity-based compensation is advantageous because this type of compensation fosters a long-term commitment by NEOs and motivates them to improve the long-term market performance of our stock that is in the best interest of our stockholders in the long term. As described in our 2022 Proxy Statement, our CEO, other NEOs and certain other executive officers were awarded long term equity incentives in 2021 with five-year vesting schedules in order to incentivize these individuals to continue creating long-term stockholder value, providing strong leadership for the Company, and working as one team. As a result, no additional equity grants were made to our NEOs in fiscal year 2023. None of the performance criteria for the long-term equity incentives granted to our NEOs in 2021 were met during fiscal year 2023. Those performance awards contained aggressive performance parameters that included attaining stock price hurdles (for the SARs) and achieving EBITDA goals (for the CEO performance RSU awards). All of these awards may be forfeited if performance conditions are not achieved within the articulated performance periods. A fulsome description of these awards can be found in the Company’s 2022 proxy statement. A summary of the performance criteria is shown below.

  120. 2021 SAR Vesting Criteria

    2021 SAR Vesting Criteria SARs may become earned ratably based on three stock price hurdles. Any shares earned by the fifth anniversary of grant will vest at the end of the performance period and any shares not earned by the fifth anniversary of the grant are forfeited. The table below shows the performance achievement hurdles expressed as a percentage of the Company’s 2023 fiscal year ending stock price and illustrates the level of stockholder value that would be created at each vesting hurdle:

  121. 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 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.

  122. 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.

  123. Severance Policy

    | | | 67 |

  124. 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.

  125. Summary Compensation Table

    Summary Compensation Table The table below summarizes information concerning the compensation awarded to, earned by or paid to our NEOs during the fiscal years ended December 31, 2021, December 31, 2022 and December 31, 2023.

  126. 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 President and Chief Executive Officer | 2023 | 775,000 | - | - | - | 1,133,457 | 13,200 | 1,921,657 | | | 2022 | 775,000 | - | - | 1,062,764 | 121,200 | 12,200 | 1,971,164 | | | 2021 | 600,000 | - | 42,239,198 | 14,943,673 | 638,380 | - | 58,421,251 | | Allan Dicks Chief Financial Officer | 2023 | 450,000 | - | - | - | 463,383 | 13,200 | 926,583 | | | 2022 | 450,000 | - | - | 531,382 | 48,480 | 12,200 | 1,042,062 | | | 2021 | 400,000 | - | 15,085,457 | 5,632,258 | 159,595 | 1,819 | 21,279,128 | | Nasym Afsari General Counsel and Secretary | 2023 | 450,000 | - | - | - | 418,383 | 13,200 | 881,583 | | | 2022 | 450,000 | - | - | 531,382 | 48,480 | 12,200 | 1,042,062 | | | 2021 | 400,000 | - | 15,085,457 | 5,632,258 | 159,595 | 1,819 | 21,279,128 | | Joshua W. LeMaire Chief Operating Officer | 2023 | 475,000 | - | - | - | 581,691 | 13,200 | 1,069,891 | | | 2022 | 475,000 | 35,000(5) | - | 531,382 | 24,240 | 11,733 | 1,077,355 | | | 2021 | 400,000 | - | 15,688,837 | 5,632,258 | 159,595 | 1,853 | 21,882,544 | | Jose M. Revuelta Chief Strategy Officer | 2023 | 475,000 | - | - | - | 331,765 | 13,200 | 819,965 | | | 2022 | 475,000 | - | - | 531,832 | 96,960 | 12,200 | 1,115,542 | | | 2021 | 400,000 | - | 15,688,837 | 5,632,258 | 159,595 | 1,853 | 21,882,544 |

  127. 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 full grant-date fair value of time-and performance-based restricted stock units, stock options and stock appreciation rights granted during the applicable year as measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718. These amounts do not correspond to the actual value that may be recognized by the NEOs upon vesting or exercise of the applicable awards. See Note 17 to our audited consolidated financial statements contained in our annual report on Form 10-K for the fiscal year ended December 31, 2023. The amounts listed for 2021 include performance-based SARs, which represent $13,797,000 of the Option Awards listed for Mr. Manthripragada, and $5,058,900 of the Option Awards listed for our other NEOs, and which are subject to the achievement of material outperformance hurdles and if earned, vest at the five-year anniversary of grant. Further, $20,119,599 of the Stock Awards listed for Mr. Manthripragada in 2021 are subject to the achievement of performance hurdles and vest, if earned, at the four- or five- year anniversary of the date of grant. All Stock Awards and SARs granted to our NEOs in fiscal year 2021 were one-time awards covering a five-year compensation period. (3)We maintain a non-equity incentive plan for executives, as described in more detail in the CD&A. The amounts reported represent the 2021, 2022 and 2023 Acquisition Based Bonus described therein earned for the years ended December 31, 2021, December 31, 2022 and December 31, 2023, for which payment was made in January 2022, January 2023 and December 2023, respectively, and for 2021 and 2023, amounts earned under the NEO’s 2021 and 2023 Organic Growth Cash Bonus, which were paid in the first quarter of the respective subsequent years.

  128. Summary Compensation Table

    | | | 70 |

  129. Summary Compensation Table

    (4)The amount reported represents the Company’s match of contributions to a 401(k) plan, which plan is described in the CD&A. (5)Represents a discretionary amount awarded to Mr. LeMaire under the Acquisition Based Bonus program as described in more detail in the 2023 CD&A.

  130. Grants of Plan Based Awards in Fiscal Year 2023

    Grants of Plan Based Awards in Fiscal Year 2023 The following table sets forth awards granted to our NEOs in fiscal year 2023.

  131. Grants of Plan Based Awards in Fiscal Year 2023

    | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | | | | | | | | | Vijay Manthripragada | Organic Growth (Cash) | N/A | 66,138 | 462,500 | 925,000 | | | Acquisition Based (Cash)(1) | N/A | - | 208,457 | - | | Allan Dicks | Organic Growth (Cash) | N/A | 27,170 | 190,000 | 380,000 | | | Acquisition Based (Cash)(1) | N/A | - | 83,383 | - | | Nasym Afsari | Organic Growth (Cash) | N/A | 23,953 | 167,500 | 335,000 | | | Acquisition Based (Cash)(1) | N/A | | 83,383 | | | Joshua W. LeMaire | Organic Growth (Cash) | N/A | 38,610 | 270,000 | 540,000 | | | Acquisition Based (Cash)(1) | N/A | - | 41,691 | - | | Jose M. Revuelta | Organic Growth (Cash) | N/A | 11,798 | 82,500 | 165,000 | | | Acquisition Based (Cash)(1) | N/A | - | 166,765 | - |

  132. Grants of Plan Based Awards in Fiscal Year 2023

    (1)Amounts listed reflect actual amounts earned by our NEOs in fiscal year 2023 under the Acquisition Based Bonus program, and which were paid in fiscal year 2023. The Acquisition Based Bonus program for fiscal year 2023 did not have a target.

  133. Grants of Plan Based Awards in Fiscal Year 2023

    | | | 71 |

  134. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table provides information on stock options, restricted stock units and stock appreciation rights granted to the NEOs that were outstanding on December 31, 2023:

  135. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Option Awards | | | | | | Stock Awards | | | | | | | | | | | | | | | | | | 6/23/2016 | 209,125 | - | - | 6.03 | 6/23/2026 | - | - | - | - | | | 1/10/2019(2) | 34,100 | - | - | 24 | 1/10/2029 | - | - | - | - | | | 1/1/2020(2) | 37,783 | - | - | 31.6 | 1/1/2030 | - | - | - | - | | | 7/22/2020(3) | 71,520 | 71,521 | - | 15 | 7/22/2030 | - | - | - | - | | | 1/1/2021(2) | 24,196 | 12,099 | - | 30.96 | 1/1/2031 | - | - | - | - | | | 3/18/2021(4) | 21,125 | - | - | 47.72 | 3/18/2031 | - | - | - | - | | | 12/16/2021 | - | - | 900,000(5) | 66.79 | 12/16/2031 | - | - | - | - | | | 12/16/2021 | - | - | - | - | - | 316,209(6) | 10,159,795 | - | - | | | 12/16/2021 | - | - | - | - | - | - | - | 316,209(7) | 10,159,795 | | | 2/28/2022(4) | 71,006 | - | - | 44.11 | 2/28/2032 | - | - | - | - | | | 12/13/2016 | 62,500 | - | - | 9.76 | 12/13/2026 | - | - | - | - | | | 1/10/2019(2) | 20,460 | - | - | 24 | 1/10/2029 | - | - | - | - | | | 1/1/2020(2) | 18,892 | - | - | 31.6 | 1/1/2030 | - | - | - | - | | | 7/22/2020(3) | 35,760 | 35,761 | - | 15 | 7/22/2030 | - | - | - | - | | | 1/1/2021(2) | 12,098 | 6,050 | - | 30.96 | 1/1/2031 | - | - | - | - | | | 3/18/2021(4) | 10,563 | - | - | 47.72 | 3/18/2031 | - | - | - | - | | | 12/16/2021 | - | - | 330,000(5) | 66.79 | 12/16/2031 | - | - | - | - | | | 12/16/2021 | - | - | - | - | - | 225,864(6) | 7,257,010 | - | - | | | 2/28/2022(4) | 35,503 | - | - | 44.11 | 2/28/2032 | - | - | - | - | | | 6/23/2016 | 43,348 | - | - | 6.03 | 6/23/2026 | - | - | - | - | | | 1/10/2019(2) | 20,460 | - | - | 24 | 1/10/2029 | - | - | - | - | | | 1/1/2020(2) | 18,892 | - | - | 31.6 | 1/1/2030 | - | - | - | - | | | 7/22/2020(3) | 35,760 | 35,761 | - | 15 | 7/22/2030 | - | - | - | - | | | 1/1/2021(2) | 12,098 | 6,050 | - | 30.96 | 1/1/2031 | - | - | - | - | | | 3/18/2021(4) | 10,563 | - | - | 47.72 | 3/18/2031 | - | - | - | - | | | 12/16/2021 | - | - | 330,000(5) | 66.79 | 12/16/2031 | - | - | - | - | | | 12/16/2021 | - | - | - | | | 225,864(6) | 7,257,010 | | | | | 2/28/2022(4) | 35,503 | - | - | 44.11 | 2/28/2032 | | | | |

  136. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | 73 |

  137. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Option Awards | | | | | | Stock Awards | | | | | | | | | | | | | | | | | | 6/23/2016 | 154,709 | - | - | 6.03 | 6/23/2026 | - | - | - | - | | | 1/10/2019(2) | 6,820 | - | - | 24 | 1/10/2029 | - | - | - | - | | | 1/1/2020(2) | 12,595 | - | - | 31.6 | 1/1/2030 | - | - | - | - | | | 7/22/2020(3) | 35,760 | 35,761 | - | 15 | 7/22/2030 | - | - | - | - | | | 1/1/2021(2) | 12,098 | 6,050 | - | 30.96 | 1/1/2031 | - | - | - | - | | | 3/18/2021(4) | 10,563 | - | - | 47.72 | 3/18/2031 | - | - | - | - | | | 12/16/2021 | - | - | 330,000(5) | 66.79 | 12/16/2031 | - | - | - | - | | | 12/16/2021 | - | - | - | | | 234,898(6) | 7,547,273 | | | | | 2/28/2022(4) | 35,503 | - | - | 44.11 | 2/28/2032 | - | - | - | - | | | 9/2/2014 | 50,000 | - | - | 5.72 | 9/2/2024 | - | - | - | - | | | 6/23/2016 | 137,875 | - | - | 6.03 | 6/23/2026 | - | - | - | - | | | 1/10/2019(2) | 20,460 | - | - | 24 | 1/10/2029 | - | - | - | - | | | 1/1/2020(2) | 18,892 | - | - | 31.6 | 1/1/2030 | - | - | - | - | | | 7/22/2020(3) | 35,760 | 35,761 | - | 15 | 7/22/2030 | - | - | - | - | | | 1/1/2021(2) | 12,098 | 6,050 | - | 30.96 | 1/1/2031 | - | - | - | - | | | 3/18/2021(4) | 10,563 | - | - | 47.72 | 3/18/2031 | - | - | - | - | | | 12/16/2021 | - | - | 330,000(5) | 66.79 | 12/16/2031 | - | - | - | - | | | 12/16/2021 | - | - | - | - | - | 234,898(6) | 7,547,273 | | | | | 2/28/2022(4) | 35,503 | - | - | 44.11 | 2/28/2032 | - | - | - | - |

  138. Outstanding Equity Awards at 2023 Fiscal Year End

    (1)Calculated by multiplying the number of restricted stock units by $32.13, the closing price of our common stock on December 29, 2023. (2)1/3 of the shares subject to the options vest on each anniversary of the grant date. (3)50% of the shares subject to the option will vest on the two-year anniversary of the grant date and the remaining 50% will vest on the four-year anniversary of the grant date. (4)50% of the shares subject to the option vest on the six-month anniversary of the grant date, and the remaining 50% vest on the twelve-month anniversary of the grant date. (5)The earned portion of the SARs shall vest, if at all, on the fifth anniversary of the date of grant based on achievement of outperformance hurdles over a five year period, subject to continued service. The performance hurdles shall be deemed achieved if the average trading price per share of the Company’s common stock equals or exceeds the applicable stock price performance hurdle set forth below for the trading days falling in a consecutive 20-day period prior to the vesting date.

  139. Outstanding Equity Awards at 2023 Fiscal Year End

    | | | 74 |

  140. Outstanding Equity Awards at 2023 Fiscal Year End

    | SAR Stock Price Performance Hurdle | Portion of SARs Subject to Performance Hurdle | | $133.58 (200% of grant price) | 1/3 | | $166.98 (250% of grant price) | 1/3 | | $200.37 (300% of grant price) | 1/3 |

  141. Outstanding Equity Awards at 2023 Fiscal Year End

    (6)50% of the RSUs vest on each of the fourth and fifth anniversaries of the date of grant, subject to the NEO’s continued service through each such date. (7)50% of the Performance RSUs vest on each of the fourth and fifth anniversaries of the date of grant, subject to Mr. Manthripragada’s continued service through each such date and further subject to achievement of the Performance Criteria (as defined below). If the Performance Criteria is not met prior to the fourth anniversary of the date of grant, none of the Performance RSUs will vest at such time, and if the Performance Criteria is subsequently met prior to the fifth anniversary of the date of grant, all of the Performance RSUs will vest at such time, subject to continued service through such date. If the Performance Criteria is not met by the fifth anniversary of the date of grant, all of the Performance RSUs will be forfeited. The “Performance Criteria” will be met if the Company achieves $90M in adjusted EBITDA (as reported) for any trailing twelve-month period from and after December 31, 2022, which shall be measured quarterly for purposes of determining if the Performance Criteria has been met.

  142. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 Our NEOs did not exercise any options nor vest in any stock awards during fiscal year 2023.

  143. 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.

  144. Termination After Change in Control

    | VIJAY MANTHRIPRAGADA | | | | | | Executive Severance Policy upon Termination or Change in Control | Not for Cause or Good Reason ($) | Death or Disability ($) | Change in Control ($) | Change in Control Termination ($) | | Cash Severance | 1,550,000(1) | 1,550,000(1) | 0 | 1,550,000(1) | | Stock Options(2) | 0 | 0 | 1,239,311(3) | 1,239,311(3) | | Restricted Stock Units | 0 | 0 | 10,159,795(4) | 10,159,795(4) | | Performance Restricted Stock Units | 0 | 0 | 0(5) | 0(5) | | TOTAL | 1,550,000 | 1,550,000 | 11,399,106 | 12,949,106 |

  145. Termination After Change in Control

    | ALLAN DICKS | | | | | | Executive Severance Policy upon Termination or Change in Control | Not for Cause or Good Reason ($) | Death or Disability ($) | Change in Control ($) | Change in Control Termination ($) | | Cash Severance | 450,000(1) | 450,000(1) | 0 | 450,000(1) | | Stock Options(2) | 0 | 0 | 619,664(3) | 619,664(3) | | Restricted Stock Units | 0 | 0 | 7,257,010(4) | 7,257,010(4) | | TOTAL | 450,000 | 450,000 | 7,876,675 | 8,326,675 |

  146. Termination After Change in Control

    | NASYM AFSARI | | | | | | Executive Severance Policy upon Termination or Change in Control | Not for Cause or Good Reason ($) | Death or Disability ($) | Change in Control ($) | Change in Control Termination ($) | | Cash Severance | 450,000(1) | 450,000(1) | 0 | 450,000(1) | | Stock Options(2) | 0 | 0 | 619,664(3) | 619,664(3) | | Restricted Stock Units | 0 | 0 | 7,257,010(4) | 7,257,010(4) | | TOTAL | 450,000 | 450,000 | 7,876,675 | 8,326,675 |

  147. Termination After Change in Control

    | JOSHUA W. LEMAIRE | | | | | | Executive Severance Policy upon Termination or Change in Control | Not for Cause or Good Reason ($) | Death or Disability ($) | Change in Control ($) | Change in Control Termination ($) | | Cash Severance | 475,000(1) | 475,000(1) | 0 | 475,000(1) | | Stock Options(2) | 0 | 0 | 619,664(3) | 619,664(3) | | Restricted Stock Units | 0 | 0 | 7,547,273(4) | 7,547,273(4) | | TOTAL | 475,000 | 475,000 | 8,166,937 | 8,641,937 |

  148. Termination After Change in Control

    | JOSE M. REVUELTA | | | | | | Executive Severance Policy upon Termination or Change in Control | Not for Cause or Good Reason ($) | Death or Disability ($) | Change in Control ($) | Change in Control Termination ($) | | Cash Severance | 475,000(1) | 475,000(1) | 0 | 475,000(1) | | Stock Options(2) | 0 | 0 | 619,664(3) | 619,664(3) | | Restricted Stock Units | 0 | 0 | 7,257,010(4) | 7,257,010(4) | | TOTAL | 475,000 | 475,000 | 8,166,937 | 8,641,937 |

  149. CEO Pay Ratio

    CEO Pay Ratio For fiscal year 2023, the annual total compensation for the median employee of the Company (other than our CEO) was $76,052 and the annual total compensation of our CEO was $1,921,657.00. Based on this information, for fiscal year 2023 the ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 25 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.

  150. CEO Pay Ratio

    | | | 78 |

  151. CEO Pay Ratio

    We identified our median employee from among our employees as of December 31, 2023, the last day of our fiscal year. To identify our median employee, we used a “total direct compensation” measure consisting of:

  152. CEO Pay Ratio

    | 1. | Fiscal year 2023 annual base pay (salary or gross wages for hourly employees, including paid leave), which we annualized for any permanent employees who commenced work during the year; |

  153. CEO Pay Ratio

    | 2. | Bonuses and cash incentives payable for fiscal year 2023 (excluding allowances and relocation payments); |

  154. CEO Pay Ratio

    | 3. | The Company’s match of contributions to a 401(k) plan; and |

  155. CEO Pay Ratio

    | 4. | The grant date fair value of equity granted in fiscal year 2023 measured pursuant to Financial Accounting Standard Board Accounting Standards Codification Topic 718. |

  156. CEO Pay Ratio

    Compensation amounts were determined from our human resources and payroll systems of record. We included non-US employees and converted their total direct compensation to USD based on the foreign exchange rate in effect on the last business day of fiscal year 2023 (December 29, 2023). We excluded from the calculation approximately 600 employees who joined our business through the acquisitions of Frontier Analytical Laboratories, Environmental Alliance, Inc., GreenPath Energy Ltd, Matrix Solutions, Inc. and Vandrensning ApS. The median-paid employee is selected by ranking the annual total direct compensation from lowest to highest of all employees (excluding the CEO). The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  157. CEO Pay Ratio

    | | | 79 |

  158. 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.”

  159. Pay vs. Performance

    | Year | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: (4) | | Net Income ($ Millions) | Consolidated Adjusted EBITDA ($1 Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 1,921,657 | (35,584,393) | 924,506 | (13,013,980) | 146.05 | 157.30 | (32.9) | 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 |

  160. 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.

  161. Pay vs. Performance

    | 2020-2023 | | Allan Dicks | | Nasym Afsari | | Joshua W. LeMaire | | Jose M. Revuelta |

  162. 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.

  163. Pay vs. Performance

    | | | 80 |

  164. Pay vs. Performance

    (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. We revised the Compensation Actually Paid for our NEOs in 2020 in accordance with new SEC guidance. In last year’s Pay Versus Performance disclosure, we measured the change in fair value of the outstanding equity awards in 2020 from the IPO date. In this year’s disclosure, we measured the change in fair value from the end of the preceding fiscal year (i.e., fiscal year-end 2019).

  165. 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 | | 2023 | 1,921,657 | — | (37,506,050) | (35,584,393) | | 2020 | 4,731,136 | (1,438,887) | 4,016,460 | 7,308,709 |

  166. 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 ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 924,506 | — | (13,938,486) | (13,013,980) | | 2020 | 2,301,038 | (719,453) | 1,928,223 | 3,509,808 |

  167. 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:

  168. 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 ($) | Total Inclusion of Equity Values for Vijay Manthripragada ($) | | 2023 | — | (36,654,886) | — | (851,164) | — | (37,506,050) | | 2020 | 3,907,850 | 114,903 | — | (6,293) | — | 4,016,460 |

  169. Pay vs. Performance

    | | | 81 |

  170. 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 ($) | Total Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | — | (13,512,892) | — | (425,594) | — | (13,938,486) | | 2020 | 1,953,945 | 68,941 | — | (94,663) | — | 1,928,223 |

  171. 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, 2023. The comparison assumes $100.00 was invested for the period starting July 23, 2020, through the end of the listed year in the Company and in the MSCI USA ESG Leaders Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined Consolidated Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. 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

  172. Pay vs. Performance

    | | | 82 |

  173. NEO Compensation Actually Paid and Company Total Stockholder Return (“TSR”)

    NEO Compensation Actually Paid and Company Total Stockholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years.

  174. NEO Compensation Actually Paid and Company Total Stockholder Return (“TSR”)

    | | | 83 |

  175. NEO Compensation Actually Paid and Net Income

    NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years.

  176. NEO Compensation Actually Paid and Net Income

    | | | 84 |

  177. NEO Compensation Actually Paid and Company-Selected Measure

    NEO Compensation Actually Paid and Company-Selected Measure The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our and our Adjusted EBITDA during the four most recently completed fiscal years.

  178. NEO Compensation Actually Paid and Company-Selected Measure

    | | | 85 |

  179. 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 divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I directors shall initially serve until the first annual meeting of stockholders following the initial effectiveness of this Section 5.2; Class II directors shall initially serve until the second annual meeting of stockholders following the initial effectiveness of this Section 5.2; and Class III directors shall initially serve until the third annual meeting of stockholders following the initial effectiveness of this Section 5.2. Commencing with the first annual meeting of stockholders following the initial effectiveness of this Section 5.2, directors of each class the term of which shall then expire shall be elected to hold office for a three-year term and until the election and qualification of their respective successors in office. In case of any increase or decrease, from time to time, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned as nearly equal as possible. The Board of Directors is authorized to assign members of the Board of Directors already in office to Class I, Class II or Class III, with such assignment becoming effective as of the initial effectiveness of this Section 5.2. (b) Subject to the rights of the holders of any outstanding series of Preferred Stock, and unless otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by the sole remaining director. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director. (c) Any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of at least 66(2)/3%a majority of the voting power of the stock outstanding and entitled to vote thereon. ***************

  180. BOARD OF DIRECTORS

    | | | 2 |