Nasym Afsari
Montrose Environmental GroupAbout Nasym Afsari
General Counsel (since November 2014) and Secretary (since August 2015) of Montrose Environmental Group (MEG), age 42, with a JD from UCLA and BA in Economics/Psychology from UC Berkeley. She leads legal, governance and disclosure processes; company performance context includes revenue CAGR of 24.4% since 2019 and a diversified client base, with 6 acquisitions in 2024 contributing $20.77M of acquired adjusted EBITDA; say‑on‑pay support was 51.9% in 2024 following expanded investor engagement in which Ms. Afsari participated .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Paul Hastings LLP | Attorney, Corporate Practice | Sep 2007–Oct 2014 | Advised on M&A, private placements, venture financings, and joint ventures; cross‑border transaction expertise |
Fixed Compensation
| Item | 2024 Value |
|---|---|
| Base Salary ($) | 525,000 |
| Target Organic Growth Bonus ($) | 172,500 |
| Target Acquisition‑Based Bonus ($) | 168,750 |
| Total Target Cash Bonus ($) | 341,250 |
| Target Cash Bonus as % of Base Salary | 65% |
| Bonus Type (FY2024) | Target ($) | Actual Paid ($) | Payout vs Target (%) | Payment Timing |
|---|---|---|---|---|
| Organic Growth (Adjusted EBITDA) | 172,500 | 126,650 | 73.1% (Company achieved 98.1% of pre‑acq EBITDA target; formula adjusts 14.3% per 1% deviation) | Paid after fiscal year close (Q1 2025) |
| Acquisition‑Based (Acquired Adjusted EBITDA) | N/A (no target) | 280,330 | N/A | Paid in 2025 |
Performance Compensation
| Metric | Structure | Threshold/Max | Target Disclosure | Actual (FY2024) | Payout | Vesting |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (Organic Growth) | Annual cash bonus | Threshold: 93% of pre‑acquisition budget; Max: 107% (14.3% payout change per 1% deviation) | Target figures not disclosed (competitive sensitivity) | 98.1% of pre‑acquisition budget | 73.1% of target; $126,650 | Cash, paid after FY |
| Acquired Adjusted EBITDA | % share of acquired EBITDA closed in FY | Cap: aggregate $2,587,500 | No target; % allocation by NEO | Total acquired adjusted EBITDA $20.77M | Ms. Afsari at 1.35%; $280,330 | Cash, paid in 2025 |
Notes:
- In response to shareholder feedback, acquisition‑based bonus will be removed for NEOs other than the CSO beginning in 2025; short‑term incentives will add strategic metrics for better alignment .
- Long‑term incentive refresh is scheduled to move to annual awards starting in 2027 with ≥50% performance‑based structure; 2021 SARs were canceled with no replacement awards, reducing dilution and expense .
Equity Ownership & Alignment
| Beneficial Ownership | Value |
|---|---|
| Shares beneficially owned | 258,462 (less than 1% of outstanding 34,663,598) |
| Stock ownership guidelines (Executives reporting to CEO) | 3× base salary; all NEOs exceeded or were on track as of Jan 31, 2024 |
| Unvested RSUs | Vesting Schedule |
|---|---|
| 225,864 | 50% on Dec 16, 2025; 50% on Dec 16, 2026 |
| Options (Exercisable) | Strike ($) | Expiry |
|---|---|---|
| 43,348 (grant 6/23/2016) | 6.03 | 6/23/2026 |
| 20,460 (grant 1/10/2019) | 24.00 | 1/10/2029 |
| 18,892 (grant 1/1/2020) | 31.60 | 1/1/2030 |
| 71,521 (grant 7/22/2020) | 15.00 | 7/22/2030 |
| 18,148 (grant 1/1/2021) | 30.96 | 1/1/2031 |
| 10,563 (grant 3/18/2021) | 47.72 | 3/18/2031 |
| 35,503 (grant 2/28/2022) | 44.11 | 2/28/2032 |
Additional alignment provisions:
- Robust clawback policy (3‑year lookback under SEC/NYSE Rule 10D‑1) covering incentive comp tied to financial reporting measures .
- Anti‑hedging policy prohibits short sales, derivatives, and hedging transactions by insiders .
- No excise tax gross‑ups; no option/SAR repricings; blackout periods enforced for insiders .
Employment Terms
| Scenario | Cash Severance | Equity Treatment | Specific Amounts (Dec 31, 2024 basis) |
|---|---|---|---|
| Termination Not for Cause or Good Reason (no CIC) | 1× base salary, paid over 12 months; requires release and ongoing obligations | Unvested RSUs/options forfeited | $525,000 cash |
| Change‑in‑Control while employed | No cash; RSUs and options vest in full; performance RSUs vest if criteria met | Single‑trigger vesting upon CIC date (employment through CIC) | RSUs market value $4,189,777 (at $18.55) |
| Termination within 2 years post‑CIC (not for cause/for good reason) | Lump‑sum in 30 days; 1× base salary | All unvested equity vests; performance awards at target unless award terms specify otherwise | $525,000 cash; RSUs $4,189,777; total $4,714,777 |
Other:
- Perquisites: none beyond standard benefits; 401(k) match disclosed .
- Insider Trading Policy in place; governance and committee oversight documented .
Investment Implications
- Equity alignment and retention: Significant unvested RSUs (225,864) vest in two equal tranches on Dec 16, 2025 and Dec 16, 2026, supporting retention but potentially creating event‑date supply; insider blackout policy mitigates timing concerns .
- Pay‑for‑performance shifts: Elimination of acquisition‑based bonuses for most NEOs starting 2025 and planned annual, performance‑weighted LTI from 2027 improve alignment to organic execution and shareholder objectives; cancellation of 2021 SARs reduces dilution and expense, a positive governance signal .
- Change‑in‑control economics: Single‑trigger vesting of equity on CIC (with double‑trigger cash severance) can accelerate value realization; investors should consider potential dilution/overhang in M&A scenarios, quantified at $4.19M RSU value for Ms. Afsari as of Dec 31, 2024 .
- Governance/compensation risk indicators: Clawback and anti‑hedging policies, no gross‑ups, and committee independence/consultant oversight reduce compensation risk; however, modest say‑on‑pay support (51.9%) indicates continued investor scrutiny of program design .