James K. Price

About James K. Price

James K. Price, age 66, has served as an independent director of Montrose Environmental Group, Inc. (MEG) since December 2013. He is a co-founder of ExamWorks Group, Inc., currently serving as its Co-Executive Chairman (previously CEO 2010–2020), and formerly served as President/CEO of TurboChef Technologies and PracticeWorks; he holds a B.A. in Marketing from the University of Georgia. The Board has affirmatively determined he is independent under NYSE rules. His tenure at MEG spans more than a decade, with experience centered on corporate strategy, M&A-driven growth, and governance of public companies.

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee (member) and Nominating & Corporate Governance Committee (member). Not a committee chair.
• Independence: Determined independent by the Board under NYSE and SEC standards.
• Attendance and engagement: The Board met 10 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting.
• Years of service on MEG Board: Director since December 2013 (Class II nominee for re-election at the 2025 annual meeting).
• Board leadership context: Non-executive Chairman (Richard E. Perlman); no lead independent director while Chair is non-executive.
• Ongoing governance enhancements: Director resignation policy adopted in 2024 (majority vote expectation) and proposal to declassify the Board beginning in 2026 (full annual elections by 2028).

Fixed Compensation (Director)

• 2024 director compensation earned by Price: Fees earned in cash $90,000; stock awards $109,981; total $199,981.

Performance Compensation (Director)

• No option awards disclosed for Price in 2024; the table of outstanding equity as of 12/31/2024 reflects 3,423 restricted shares outstanding for each non-management director, with no options listed for Price.
• Director stock ownership guidelines: Minimum 5× annual cash retainer (currently $450,000) within five years; as of Jan 31, 2025, all non-management directors exceeded or were on track to meet guidelines.

Other Directorships & Interlocks

Expertise & Qualifications

• Strategy/M&A and public company leadership: Former CEO roles at multiple public companies and extensive experience scaling acquisitive platforms.
• Governance: Broad experience with public and private company boards; contributes to best practices in corporate governance.
• Industry/functional: Healthcare services/technology and operational leadership; brings commercial scaling and capital markets experience to MEG.

Equity Ownership

• Anti-hedging: Company policy prohibits hedging transactions by directors and executives.
• Pledging: No pledging by directors disclosed; not mentioned in proxy beyond anti-hedging.

Governance Assessment

• Strengths

  • Independent status and long tenure provide continuity; active roles on Compensation and Nominating & Governance committees.
  • Strong attendance culture (≥75% for all directors in 2024) and annual director equity aligning interests; ownership guidelines at 5× retainer with directors on track or exceeding.
  • Compensation Committee engages an independent consultant (Exequity) with no conflicts identified; committee comprised entirely of independent directors.

• Watch items / RED FLAGS

  ExamWorks interlock cluster: Three current MEG directors (Price, Perlman, Fernandez de Castro) have substantial ExamWorks ties, creating a dense network that warrants careful monitoring for independence perceptions and potential recusal needs on any overlapping matters.

  Significant insider ownership and liquidity rights: Price holds ~3.1% of MEG and, together with Perlman, has demand/Form S-3 registration rights under an Investor Rights Agreement; while standard, these arrangements can influence secondary sale dynamics and should be transparent in any future transactions.

  Shareholder sentiment: Say‑on‑pay support was only ~51.9% in 2024, and 2023 director support was low before improving in 2024; the Board adopted a director resignation policy and proposed declassification, reflecting responsiveness but also prior investor dissatisfaction.

• Committee effectiveness and independence

  • Compensation Committee (member: Price): fully independent; met 2 times in 2024; no interlocks; uses independent advisor.
  • Nominating & Corporate Governance (member: Price): fully independent; met 4 times in 2024; oversees sustainability and board evaluations; led declassification proposal.

• Director compensation alignment

  • Balanced mix of cash ($90k) and time‑vested equity (~$110k) with one‑year vesting supports alignment without encouraging short-termism; no options for Price in 2024.

• Overall view

  • Price brings valuable scaling/M&A and public company leadership experience and meaningful ownership alignment. Concentrated legacy relationships (ExamWorks) and significant insider ownership/registration rights merit continued monitoring to preserve perceived independence and investor confidence, especially as MEG transitions to annual board elections and continues engagement following tight Say‑on‑Pay outcomes.

Appendix: Key Reference Facts

• Director since: December 2013 (Class II; nominee for 2025).
• Committees: Compensation (member); Nominating & Corporate Governance (member).
• Independence: Yes (NYSE/SEC).
• 2024 attendance: Board met 10 times; all directors ≥75%; all attended 2024 annual meeting.
• 2024 director pay (Price): Cash $90,000; Stock awards $109,981 (3,423 shares @ $32.13); total $199,981; vest 1/1/2025.
• Director ownership guideline: 5× retainer ($450,000) within five years; all on track/exceeding as of 1/31/2025.
• Beneficial ownership (Price): 1,070,836 shares (3.1%).
• Anti-hedging policy (directors): Prohibited.
• Related-party/rights: Investor Rights Agreement includes demand/Form S‑3 registration rights for Price and Perlman acting together; shelf filed Aug 11, 2021 registered ~2.9M shares.
• Governance reforms: Director resignation policy (2024); declassification proposal (phase-in 2026–2028).
• Shareholder support context: 2024 Say‑on‑Pay ~51.9%; 2024 director support improved vs 2023.