J. Miguel Fernandez de Castro
Montrose Environmental GroupAbout J. Miguel Fernandez de Castro
Independent director of Montrose Environmental Group, Inc. (MEG) since December 2013; currently a Class I director continuing in office until the 2027 annual meeting. Age 53. Background includes CEO of ExamWorks Group, Inc. (Aug 2024–present), Co-CEO (Jan 2020–Aug 2024), and CFO since March 2009; prior roles at TurboChef Technologies, PracticeWorks, and BDO Seidman. Education: B.A. in Economics and Spanish and M.Acc. from UNC Chapel Hill; Certified Public Accountant (Georgia). Core credentials: deep finance and accounting expertise, public company reporting, treasury, and audit experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExamWorks Group, Inc. | Chief Executive Officer | Aug 2024–present | Public company reporting and finance leadership; extensive treasury/accounting expertise |
| ExamWorks Group, Inc. | Co-Chief Executive Officer | Jan 2020–Aug 2024 | Senior executive leadership during growth and operations |
| ExamWorks Group, Inc. | Chief Financial Officer | Mar 2009–present | CFO oversight; accounting, reporting, and treasury expertise |
| ExamWorks Group, Inc. | Senior Executive Vice President | Mar 2009–Jan 2020 | Executive leadership; operational finance |
| TurboChef Technologies, Inc. | Senior VP; CFO; VP & Controller | Prior to ExamWorks (dates not specified) | Finance and control roles; public company exposure |
| PracticeWorks, Inc. | Various positions | Prior to TurboChef (dates not specified) | Operating experience |
| BDO Seidman, LLP | Audit services group | Career start | Audit foundation; CPA credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ExamWorks Group, Inc. | CEO (current), Co-CEO (prior), CFO (current) | See above | External executive role; not disclosed as a MEG competitor/customer relationship |
Board Governance
- Committee memberships: Audit Committee member (not Chair). Audit Committee held eight meetings in fiscal 2024; all members are independent and financially literate; audit committee financial experts identified (Presby and Colman) .
- Independence: Board affirmatively determined Mr. Fernandez de Castro is independent under NYSE and SEC rules. Board maintained majority independence; all standing committees (Audit, Compensation, Nominating) were fully independent in 2024 .
- Attendance and engagement: Board held 10 meetings in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the annual meeting .
- Classification and tenure: Director since December 2013; Class I director continuing in office until 2027 .
Fixed Compensation
| Component (FY 2024) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $90,000 | Annual cash retainer (paid quarterly) |
| Stock Awards (grant-date fair value) | $109,981 | 3,423 restricted shares at $32.13 (12/29/2023 close) |
| Total Director Compensation | $199,981 | Cash + equity fair value |
Program terms: Non-management directors receive an annual cash retainer of $90,000 and annual equity grant targeted at $110,000; chair retainers: Audit ($50,000), Compensation ($30,000), Nominating ($10,000); Non-Executive Chair retainer $80,000 . All restricted stock grants vest on the one-year anniversary of grant .
Performance Compensation
| Performance-linked Component | Disclosure | Notes |
|---|---|---|
| Performance-based director compensation | None disclosed | Director equity is time-based restricted stock; no performance metrics for directors disclosed |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards (other than MEG) | None disclosed for Mr. Fernandez de Castro in MEG’s proxy |
| External executive role | CEO of ExamWorks Group, Inc.; previously Co-CEO; CFO since 2009 |
| Interlocks / shared affiliations | Multiple MEG directors have ExamWorks ties: co-founders James K. Price and Richard E. Perlman; Peter M. Graham served on ExamWorks’ board until May 2016. Mr. Fernandez de Castro is current CEO of ExamWorks, creating a network interlock to these directors |
Expertise & Qualifications
- CPA (Georgia); financial expert background through audit and CFO roles; strong accounting/treasury/public reporting expertise .
- Education: UNC Chapel Hill BA in Economics and Spanish; Master’s in Accounting .
- Senior leadership across finance and operations; exposure to public company governance .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 158,462 | As of record date; address: MEG HQ |
| Percentage of outstanding | <1% | Total shares outstanding: 34,663,598 |
| Restricted stock outstanding (12/31/2024) | 3,423 | Director stock awards outstanding |
| Options outstanding (exercisable / unexercisable) | — / — | No options for Mr. Fernandez de Castro |
| Restricted stock vest date | January 1, 2025 | All 3,423 vested on this date |
| Stock ownership guidelines | 5x annual cash retainer ($450,000) within 5 years (post-IPO or appointment) | Applies to non-management directors; as of Jan 31, 2025, all subject directors exceeded or were on track to meet |
Governance Assessment
- Strengths: Independence affirmed; Audit Committee membership with strong finance/accounting background enhances oversight of financial reporting and controls; consistent attendance above minimum threshold; director compensation aligned with market via cash retainer plus equity, with ownership guidelines promoting alignment .
- Policies reducing risk: Robust clawback policy for executives (Rule 10D-1 compliant; 3-year lookback); insider trading policy prohibits hedging, short sales, and derivatives for directors and officers; compensation governance practices preclude tax gross-ups and option repricing .
- Potential conflicts/RED FLAGS to monitor:
- Investor Rights Agreement parties include Oaktree and certain directors (Perlman, Price), with registration rights; the agreement also lists Mr. Fernandez de Castro among directors party to the IRA. While the Audit Committee reviews related person transactions under policy, this network could present perceived influence; continued transparency and committee oversight are key .
- ExamWorks interlocks: Mr. Fernandez de Castro’s executive role at ExamWorks alongside other MEG directors’ historical ties to ExamWorks (co-founders and prior board service) may raise perception of interlocks; independence is affirmed and committee composition is fully independent, which mitigates risk .
Board effectiveness signals: Formalized board/committee self-evaluations, majority independence, engagement with shareholders on governance roadmap, director resignation policy (for <majority support), and board refresh with new audit financial expert appointment indicate positive governance trajectory .
Citations