Allan Dicks
Montrose Environmental GroupAbout Allan Dicks
Allan Dicks is Chief Financial Officer of Montrose Environmental Group (MEG) since August 2016; age 52; Chartered Accountant (South Africa) and Certified Public Accountant (inactive, California). He holds Bachelor of Commerce and Accounting degrees from University of the Witwatersrand and previously spent nine years at PricewaterhouseCoopers including three years in M&A . Company performance context: MEG has grown revenues at a 24.4% CAGR since 2019, with resilient demand across non-discretionary environmental services; say‑on‑pay support was 51.9% in 2024 following extensive shareholder engagement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Convalo Health International Corp. | Interim CFO (Feb–Apr 2015); CFO (Apr 2015–Jun 2016) | 2015–2016 | Public-company finance leadership and reporting |
| Universal Services of America | Chief Financial Officer | Starting in 2000 (specific years not disclosed) | Finance leadership in services sector |
| Moark, LLC (Land O’ Lakes division) | Chief Financial Officer | Starting in 2000 (specific years not disclosed) | Division-level financial oversight in food/agriculture |
| White Cap Construction Supply (HD Supply division) | Vice President of Finance | Starting in 2000 (specific years not disclosed) | Construction supply finance and operations support |
| Dole Food Company, Inc. | Assistant Corporate Controller; Division CFO | Starting in 2000 (specific years not disclosed) | Corporate and divisional financial control |
| PricewaterhouseCoopers | Manager; M&A group (3 years within 9 total) | 9 years (dates not disclosed) | Audit and M&A transaction advisory |
External Roles
| Institution | Role/Qualification | Years | Notes |
|---|---|---|---|
| University of the Witwatersrand | Bachelor of Commerce & Accounting | — | Academic credentials |
| SAICA | Chartered Accountant (South Africa) | — | Professional designation |
| California (CPA) | Certified Public Accountant (inactive) | — | Professional designation |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $450,000 | $450,000 | $525,000 (17% vs 2022/2023) |
| All Other Compensation ($) | $12,200 | $13,200 | $13,800 (includes 401(k) match) |
Performance Compensation
| Component | Metric | Target | Actual | Payout Mechanics | Timing/Vesting |
|---|---|---|---|---|---|
| Organic Growth Cash Bonus (FY2024) | Adjusted EBITDA (pre‑acquisition) | $180,000 | $130,480 | Threshold 93% pays 14.3% of target; max at 107% pays 200%; FY2024 performance at 98.1% led to 73.1% of target | Paid following FY close (Q1 2025) |
| Acquisition‑Based Cash Bonus (FY2024) | % of Acquired Adjusted EBITDA | No formal “target”; eligibility 1.50% of acquired EBITDA | $311,478 (on $20.77M acquired EBITDA across 6 deals) | Aggregate NEO cap $2,587,500; Allan’s percentage 1.50% | Paid in 2025 |
| Non‑Equity Incentive Plan (Total) | Combined cash incentives | — | $441,958 (Organic + Acquisition) | Program capped; Board retains discretion on STIs | Paid subsequent to FY |
Notes and forward changes:
- Beginning 2025, acquisition-based bonus removed for NEOs other than the Chief Strategy Officer, responding to shareholder feedback to focus STIs on broader strategic metrics .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 275,847 shares; <1% of outstanding (34,663,598 shares outstanding) |
| Unvested RSUs | 225,864 RSUs (market value $4,189,777 at $18.55 on 12/31/24) |
| RSU Vesting | 50% vests Dec 16, 2025; 50% vests Dec 16, 2026 (grant 12/16/2021) |
| Stock Options (Exercisable) | 62,500 @ $9.76 exp. 12/13/2026; 12,128 @ $24.00 exp. 1/10/2029; 18,892 @ $31.60 exp. 1/1/2030; 71,521 @ $15.00 exp. 7/22/2030; 18,148 @ $30.96 exp. 1/1/2031; 10,563 @ $47.72 exp. 3/18/2031; 35,503 @ $44.11 exp. 2/28/2032 |
| Options (Unexercisable) | Not disclosed (table shows exercisable only) |
| 2024 Option Exercises | 8,332 shares; value realized $165,140 |
| Ownership Guidelines | Executives required: 3x base salary; as of Jan 31, 2024, NEOs exceeded or were on track |
| Hedging/Pledging | Hedging prohibited by insider trading policy; pledging not disclosed |
| Clawback | Robust 3‑year lookback on incentive-based comp for material restatements under Exchange Act Rule 10D‑1 |
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance | Equity Acceleration | Total |
|---|---|---|---|
| Not for Cause or Good Reason | $525,000 (1x base salary) | — | $525,000 |
| Death or Disability | $525,000 | — | $525,000 |
| Change in Control (no termination) | — | RSUs: $4,189,777 (full vest; market value at $18.55) | $4,189,777 |
| Change in Control Termination (double trigger) | $525,000 | RSUs: $4,189,777 (performance awards vest at target if applicable) | $4,714,777 |
Additional terms:
- Executive Severance Policy (effective Jan 1, 2020): for NEOs, 1x base salary payable over 12 months; if terminated within 2 years post‑CIC, paid in lump sum + immediate vesting of unvested equity at target for performance awards, subject to release and covenants .
- No excise tax gross‑ups; strong insider trading controls; no option/SAR re‑pricing .
Compensation Structure Analysis
- Mix and equity program changes: 2024 base salary increased 17% to align with market after no raises in 2023; no new equity grants in 2024 consistent with 2021 five‑year LTI design; SARs granted in 2021 were fully cancelled effective Dec 31, 2024 (no cash/equity in exchange), reducing stock comp expense and future dilution—alignment positive .
- Short‑term incentives: 2024 STI included adjusted EBITDA and acquisition‑based components; management and Board committed to remove acquisition metric for most NEOs beginning 2025 and add additional strategic performance metrics, addressing investor concerns about single‑metric STIs .
- Shareholder feedback and say‑on‑pay: 2024 support 51.9%; Board heightened engagement and governance enhancements (e.g., future declassification proposal) to build confidence in pay‑for‑performance design .
Investment Implications
- Alignment: Significant unvested RSUs with defined vest dates (Dec 2025/Dec 2026) and ownership guidelines suggest ongoing alignment and potential retention through 2026 .
- Retention risk/trading pressure: 2024 option exercises were modest; primary near‑term flow could arise around RSU vesting windows; cancellation of SARs reduces potential dilution and incentive to sell into SAR exercises—supportive for shareholder interests .
- Pay‑for‑performance trajectory: Shift away from acquired EBITDA in STIs (except CSO) and continued governance enhancements address prior say‑on‑pay headwinds; monitoring 2025 STI metric additions and 2027 LTI framework will be key to assessing future alignment and execution risk .