Janet Risi Field
Montrose Environmental GroupAbout Janet Risi Field
Independent director since October 2021; age 65. CEO of SFLA 305 (international trade) since May 2022; previously President/CEO of Independent Purchasing Cooperative (IPC), a supply chain organization she founded in 1996; early career as a commodities buyer at Ralston Purina; B.A. in English with a Business minor from DePauw University . Serves on Montrose’s Nominating and Corporate Governance Committee; Board has determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SFLA 305 | Chief Executive Officer | May 2022–present | International trade leadership |
| Independent Purchasing Cooperative (IPC) | President & CEO; Founder | 1996–Dec 2021 | Built global supply chain organization; executive leadership |
| Ralston Purina | Commodities Buyer | Prior to 1996 | Procurement expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PURE Bioscience, Inc. | Director; Compensation Committee Chair | Appointed July 2017; Chair by 2018 | Led compensation committee; board independence per NYSE MKT standards |
| Various private companies and charities | Director | Ongoing | Board service in private/non-profit organizations |
The Company’s proxy also notes service “on other public and private company boards, including serving as a compensation committee chair of a public company,” consistent with the PURE Bioscience role above .
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee member; Committee held four meetings in 2024 and is entirely independent per NYSE rules .
- Independence: Board affirmatively determined Ms. Field is independent under SEC and NYSE requirements .
- Attendance: Board met 10 times in 2024; all directors attended at least 75% of Board and assigned committee meetings; all directors attended the 2024 annual meeting .
- Election/tenure: Class II director nominee for a term expiring at the 2028 annual meeting; Board is phasing declassification to annual elections starting 2026 (full annual elections by 2028 if approved) .
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Annual Cash Retainer ($) | 90,000 | Paid quarterly in arrears |
| Committee Chair Cash Retainers ($) | Audit 50,000; Compensation 30,000; Nominating 10,000 | Ms. Field is not listed as a chair |
| Non-Executive Chair Cash Retainer ($) | 80,000 | Applies to Chair (not Ms. Field) |
| Fees Earned or Paid in Cash ($) | 90,000 | Ms. Field’s 2024 cash fees |
| Stock Awards ($) | 109,981 | Aggregate grant date fair value under ASC 718 |
| Total ($) | 199,981 | Cash + equity |
Performance Compensation
| Equity Award | Grant Date | Shares Granted | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (annual director grant) | Dec 30, 2023 (price reference Dec 29, 2023) | 3,423 | $109,981 | One-year cliff; vested Jan 1, 2025 | Shares determined by dividing annual equity grant ($110,000) by closing price $32.13 on Dec 29, 2023 |
- Directors receive time-based restricted stock with one-year vesting; no performance metrics disclosed for director equity; no options granted to Ms. Field .
- Governance features: anti-hedging policy prohibits hedging and derivatives by directors; strict insider trading policy and blackout periods; robust clawback policy applies to executive compensation (not directed at directors) .
Other Directorships & Interlocks
- MEG Compensation Committee interlocks: none of MEG’s executive officers served on boards or compensation committees of entities with reciprocal relationships; committee members listed (Ms. Field is not on MEG’s Compensation Committee) .
- Historical public board service with compensation chair role at PURE Bioscience; no MEG-disclosed related-party transactions naming Ms. Field in the sections reviewed (related party policy and investor rights agreements focus on other directors) .
Expertise & Qualifications
- Founding and scaling a successful international supply chain business; strategic and executive leadership; public-company board experience including prior compensation committee chair; international operations; talent/organizational development; ESG exposure via committee oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Reference Date |
|---|---|---|---|
| Janet Risi Field | 23,858 | <1% | Record Date: Mar 12, 2025 |
| Shares Outstanding | 34,663,598 | — | Record Date: Mar 12, 2025 |
- Outstanding stock awards at 12/31/2024: 3,423 restricted shares; vested Jan 1, 2025 .
- Stock ownership guidelines: Non-management directors are expected to hold stock valued at least 5× annual cash retainer (currently $450,000) within five years of appointment; as of Jan 31, 2025, all non-management directors subject to the guideline exceeded or were on track to meet it .
- Anti-hedging policy prohibits hedging by directors; no pledging policy disclosure noted; no pledging by Ms. Field disclosed in reviewed sections .
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2023-01-01 | Award (A) | 2,478 | $0.00 | 12,006 | |
| 2023-03-03 | Purchase (P) | 1,000 | $36.61 | 13,006 | |
| 2023-05-12 | Purchase (P) | 1,000 | $36.05 | 14,006 | |
| 2023-11-10 | Purchase (P) | 500 | $25.255 | 14,506 | |
| 2024-01-01 | Award (A) | 3,423 | $0.00 | 17,929 | |
| 2025-01-01 | Award (A) | 5,929 | $0.00 | 23,858 |
Multiple open-market purchases in 2023 and annual restricted stock awards indicate increasing alignment via share accumulation; post-transaction holdings align with the beneficial ownership table .
Governance Assessment
- Strengths: Independence; active Nominating & Corporate Governance committee member overseeing succession, evaluations, and ESG; attendance expectations met; director pay structure balanced (cash + annual equity vesting); accumulating ownership via awards and open-market purchases; ownership guidelines in place and directors on track to meet them .
- Compensation structure: Director package unchanged from 2022–2024; base cash retainer $90k and annual equity ~$110k; no meeting fees; chair fees reserved for committee chairs (she is not a chair at MEG) .
- Conflicts/related-party: Related party policy requires disinterested approval; investor rights agreements primarily involve Oaktree and certain directors (Perlman, Price); no specific related-party transactions involving Ms. Field disclosed in reviewed sections—low direct conflict risk from filings examined .
- Risk indicators: Anti-hedging policy in place; Section 16(a) compliance noted—only a late filing for CEO, none noted for directors; no legal proceedings or investigations involving Ms. Field disclosed in reviewed materials; Say-on-Pay approved in 2024, indicating investor support for compensation governance broadly .
- Overall: Governance profile supports investor confidence—independent oversight, ESG/succession engagement, and visible ownership alignment. Continued monitoring of board declassification and any future related-party disclosures remains prudent .