Jose M. Revuelta

About Jose M. Revuelta

Jose M. Revuelta (43) is Chief Strategy Officer at Montrose Environmental Group (MEG), serving in this role since June 2017 and with the company since March 2014; he previously held interim executive positions and served as Vice President. He holds an MBA from Columbia Business School and MS/BS in Industrial Engineering from Universidad Pontificia Comillas; earlier, he was a VP in UBS Global Asset Management’s Infrastructure & Private Equity group (2008–2014) and in UBS Investment Bank’s Infrastructure Group (2006–2008) focusing on energy, utility, transportation and environmental sectors . Company performance context: 2024 consolidated adjusted EBITDA was $95.8m (2023: $78.6m; 2022: $66.2m) while GAAP net income was -$62.3m in 2024; MEG’s 2024 TSR was 84.32 vs peer group 194.41, underscoring mixed alignment of pay and performance factors across periods .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

• Annual programs and metrics:
  • Organic Growth Cash Bonus: Company pre-acquisition adjusted EBITDA (threshold 93% to max 107% of budget; 14.3% payout slope per ±1%; capped at 200% of target). 2024 achievement: 98.1% of threshold → 73.1% of target earned .
  • Acquisition-Based Bonus: % of acquired adjusted EBITDA for deals closed in year; for 2024, total acquired adjusted EBITDA was $20.77m across six acquisitions; Board eliminating this metric for all NEOs except Revuelta (CSO) starting 2025 .

Additional reference (prior year acquisition bonus actuals):

• 2023 acquisition bonus actual: $166,765 (2.0% of acquired EBITDA) .

Multi‑Year Compensation Summary (Summary Compensation Table)

Notes:

• 2024 pay structure included cash salary and cash incentives; no new equity grants in 2024; 2021 one‑time long‑term outperformance equity grants remain outstanding; SARs from 2021 were canceled effective Dec 31, 2024 without cash or replacement equity .

Equity Ownership & Alignment

• Beneficial ownership and guidelines:

  • Beneficial ownership: 357,801 shares (1.16% of 30,502,663 outstanding as of record date in 2024 proxy) .
  • Stock ownership guidelines: Executive officers reporting to CEO must hold equity ≥3x base salary; as of Jan 31, 2024, all NEOs exceeded or were on track .
  • Policies: Robust clawback policy (3‑year lookback, financial restatements) and anti‑hedging policy; insider trading policy enforces blackout periods . “What we don’t allow” highlights no hedging and no option/SAR repricing or cash buyouts; no excise tax gross‑ups .

• Outstanding equity at 12/31/2024:

  • Unvested RSUs: 234,898; market value $4,357,358 using $18.55 closing price on Dec 31, 2024 .
  • Vesting cadence for 12/16/2021 RSUs: 50% on Dec 16, 2025 and 50% on Dec 16, 2026, subject to continued service .
  • Stock option awards outstanding (exercisable) as of 12/31/2024:

    Grant date	Exercisable options (#)	Exercise price ($)	Expiration
    6/23/2016	137,875	6.03	6/23/2026
    1/10/2019	20,460	24.00	1/10/2029
    1/1/2020	18,892	31.60	1/1/2030
    7/22/2020	71,521	15.00	7/22/2030
    1/1/2021	18,148	30.96	1/1/2031
    3/18/2021	10,563	47.72	3/18/2031
    2/28/2022	35,503	44.11	2/28/2032

    • Reference price: $18.55 on 12/31/2024 (RSU valuation basis) . At this price, $6.03 and $15.00 strikes were in‑the‑money while higher strikes were out‑of‑the‑money .

• Exercises and realized value (2024):

  • Options exercised: 20,000 shares ($548,900 value realized) and 30,000 shares ($828,000 value realized) in 2024 .

• Change‑in‑control (CIC) and severance equity treatment:

  • All unvested RSUs vest upon a CIC (single‑trigger); value for Revuelta at 12/31/2024: $4,357,358 at $18.55/share .
  • 2021 SARs for all NEOs were canceled effective Dec 31, 2024 .

• Pledging: No explicit anti‑pledging policy disclosure was identified; the proxy discloses anti‑hedging and insider trading restrictions. No pledging by Revuelta is disclosed in the beneficial ownership tables reviewed .

Employment Terms

Performance & Track Record (context for pay-for-performance)

Highlights:

• 2024 acquisitive activity: six acquisitions totaling $20.77m of acquired adjusted EBITDA (Epic Environmental; Two Dot; Engineering & Technical Associates; Paragon Soil; Spirit Environmental; Origins Laboratory), aligning with CSO remit; Revuelta’s 2024 acquisition bonus was 2.0% of acquired EBITDA ($415,304) .
• Company eliminated acquisition‑based cash bonus for all NEOs other than the CSO beginning in 2025 and will add broader strategic performance metrics to short‑term incentives .

Compensation Structure Analysis (alignment, risk, signals)

• Mix shift and governance changes:
  • No new equity grants in 2024; 2021 one‑time 5‑year outperformance equity grants remain; SARs canceled without cash/equity replacement (reduces future dilution) .
  • Short‑term incentives heavily tied to adjusted EBITDA (organic) and acquired EBITDA (acquisitive) in 2024; acquisitive component retained only for CSO in 2025, improving perceived alignment .
• Vesting and potential supply:
  • 12/16/2021 RSUs vest 50% on Dec 16, 2025 and 50% on Dec 16, 2026; unvested balance was 234,898 at 12/31/2024 with $4.36m mark at $18.55, creating identifiable vesting windows that may influence trading/liquidity around those dates .
• Insider monetization:
  • 2024 option exercises by Revuelta (20k and 30k shares; $1.38m total value realized) indicate some monetization of legacy options; 2016 and 2020 grants had ITM strikes at year‑end (e.g., $6.03, $15.00 vs $18.55) while higher‑strike options remained OTM .
• CIC economics:
  • Single‑trigger RSU acceleration on CIC; CIC termination value at 12/31/2024 primarily from RSU acceleration ($4.36m) plus 1x salary ($0.525m), a moderate overall package; no excise tax gross‑ups disclosed .

Equity Ownership & Alignment (snapshot)

Employment Terms

Investment Implications

• Alignment and incentives: 2025 program changes that remove acquisitive cash bonuses for non‑CSO roles and add broader strategic metrics indicate responsiveness to shareholders and reduce incentive for deal volume over quality. For the CSO, acquisition‑based incentives remain directly tied to role—monitor acquired EBITDA quality and integration outcomes .
• Supply/vesting overhang: Large 2021 RSU grant vests 50% on 12/16/2025 and 50% on 12/16/2026; combined with 2024 option exercises, these dates are potential selling pressure windows; track any 10b5‑1 plans and Form 4 activity around these periods .
• Retention and CIC risk: Single‑trigger RSU acceleration on CIC and modest cash severance (1x salary) create meaningful CIC value primarily via equity; retention risk could rise post‑vesting unless refreshed equity is granted (none granted in 2024 per commitment). The 2024 SAR cancellation reduced future dilution but also removed one retention lever .
• Pay-for-performance: Cash incentives tied to adjusted EBITDA (organic) and acquired adjusted EBITDA (acquisitions) show direct linkage; however, negative GAAP net income alongside rising adjusted EBITDA underscores reliance on non‑GAAP metrics—investors should weigh cash conversion and quality of earnings versus incentive outcomes .