J. Thomas Presby
Montrose Environmental GroupAbout J. Thomas Presby
Independent director since August 2016; currently Audit Committee Chair and member of the Compensation Committee. Age 85; prior 30-year Deloitte partner with global leadership roles (Global Deputy Chairman and COO), and extensive audit committee chair experience across multiple public companies. Education: B.S. in Electrical Engineering (Rutgers) and M.S. in Industrial Administration (Carnegie Mellon); Life Member of AICPA . The Board has affirmatively determined his independence under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte | Global Deputy Chairman & COO; Partner | 30 years (partner); 7 years as Global Deputy Chair & COO | Built global network; deep financial reporting oversight |
| NACD New York Chapter | Director (retired) | >10 years | Governance leadership |
| Rutgers University; Montclair State University | Trustee | N/A | Higher education governance |
| German Marshall Fund of the United States | Director & Audit Committee Chair | N/A | Audit oversight |
External Roles
| Company | Role | Committee/Focus |
|---|---|---|
| American Eagle Outfitters, Inc. | Director | Audit Committee Chair |
| ExamWorks Group, Inc. | Director | Audit Committee Chair |
| First Solar, Inc. | Director | Audit Committee Chair |
| Greenpoint Financial Corp. | Director | Audit Committee Chair |
| Invesco Ltd. | Director | Audit Committee Chair |
| PracticeWorks Inc. | Director | Audit Committee Chair |
| Tiffany & Co. | Director | Audit Committee Chair |
| TurboChef Technologies, Inc. | Director | Audit Committee Chair |
| World Fuel Services Corp. | Director | Audit Committee Chair |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; Audit Committee held 8 meetings in 2024; Compensation Committee held 2 meetings in 2024 .
- Attendance and engagement: Board met 10 times in 2024; all directors attended at least 75% of Board and committee meetings; directors attended the 2024 annual meeting .
- Independence: Board majority independent; all Audit, Compensation, and Nominating committees fully independent .
- Board leadership: Non-executive Chairman (no lead independent director); executive sessions presided by Chairman .
- Cybersecurity oversight: Audit Committee oversees cybersecurity, with quarterly CIO/CISO briefings and third-party advisor involvement .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 140,000 | 109,998 | 249,998 |
| 2024 | 140,000 | 109,981 | 249,981 |
Director fee schedule (unchanged for 2024):
- Annual cash retainer: $90,000
- Annual equity grant: $110,000 (restricted stock; vests one year)
- Committee chair retainers: Audit $50,000; Compensation $30,000; Nominating & Corporate Governance $10,000
- Non-executive Chair retainer: $80,000
Equity grant mechanics and outstanding awards:
- 2023 grant size: 3,423 restricted shares; grant-date fair value $109,981 at $32.13 closing price (Dec 29, 2023); vested Jan 1, 2025 .
- Stock options: 10,000 options exercisable, fully vested at $9.76 strike .
Performance Compensation
- Not applicable to non-management directors. Annual equity is time-based restricted stock; no director PSUs, performance options, or bonus metrics disclosed .
Other Directorships & Interlocks
- Presby is party to Montrose’s Third Amended and Restated Investors’ Rights Agreement (IRA) alongside certain directors/executives; demand/piggyback registration rights primarily noted for Oaktree and Messrs. Perlman & Price. Monitor for potential information flow; no transactions disclosed specific to Presby beyond IRA participation .
Expertise & Qualifications
- Financial reporting and audit oversight; designated “audit committee financial expert” (for Audit Committee roster, he serves as Chair; the Board determined multiple members meet financial expert criteria) .
- Global leadership, risk management, and public company governance experience .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 68,184 (less than 1% of 34,663,598 outstanding) |
| Options – exercisable | 10,000 (fully vested; $9.76 strike) |
| Restricted stock outstanding at 12/31/2024 | 3,423 shares; vested 1/1/2025 |
| Director stock ownership guideline | ≥5x annual cash retainer ($450,000 equivalent); all non-management directors exceeded or were on track as of 1/31/2025 |
| Anti-hedging policy | Hedging prohibited for directors; robust clawback applies to financial measure-based compensation (company-wide) |
Governance Assessment
- Strengths: Deep audit leadership; independent chair-led Board; rigorous committee oversight (audit, comp, nom/gov); cybersecurity governance embedded at Audit Committee; robust stock ownership guidelines; anti-hedging policy .
- Shareholder feedback signals: 2024 Say-on-Pay support 51.9% (up from 2023); Board continued engagement and adjusted executive comp design (cancellation of 2021 SARs; future shift to annual, performance-based LTIs) indicating responsiveness; though Say-on-Pay remains a monitoring point for broader governance sentiment .
- Board refreshment: Addition of Vincent P. Colman to Audit Committee (Feb 19, 2025) and ongoing search for additional industry-experienced director suggest proactive refreshment and skill mix enhancement .
- Potential conflicts/RED FLAGS to monitor:
- IRA participation: While common for legacy holders/directors, IRA-related rights (principally for Oaktree and certain directors) warrant monitoring for alignment and disclosure; no related-party transactions disclosed involving Presby beyond IRA participation .
- Attendance: Company states all directors ≥75% attendance; continue tracking Presby’s attendance given Audit Chair responsibilities .
- Investor sentiment: Low but improving Say-on-Pay support is a governance signal; continued Board engagement and policy changes mitigate risk .
Additional Context
- Director election proposal includes Presby as a Class II nominee for a term through the 2028 annual meeting (pending Board declassification proposal) .
- Audit Committee Report signed by Presby and others confirms oversight of 2024 audited financials and Deloitte independence .