Peter M. Graham
Montrose Environmental GroupAbout Peter M. Graham
Independent director of Montrose Environmental Group (MEG) since June 2017; age 70. He is a private investor and partner at One Better Ventures LLC, with prior roles including Chairman of Seventh Generation (sold to Unilever in 2016), board and audit chair of Thrive Acquisition Corporation (SPAC), and senior leadership at Ladenburg Thalmann; he brings significant finance and capital markets expertise and extensive public and private board experience . The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seventh Generation, Inc. (private) | Chairman of the Board | ~17 years; through Oct 2016 sale to Unilever | Long-tenured governance leadership at a consumer products company |
| Thrive Acquisition Corporation (public SPAC) | Director; Audit Committee Chair | Sep 2021 – Jan 2023 | Led audit oversight at a public company |
| ExamWorks Group, Inc. (public) | Director | Until May 2016 | Served on audit, compensation, and nominating & corporate governance committees |
| Ladenburg Thalmann Group Inc. (finance) | Principal, President, Vice Chairman | Until 2004 | Capital markets and leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| One Better Ventures LLC | Partner | Since Jun 2017 | Private advisory and investment firm |
Board Governance
- Independence status: Independent director; Board and all committees (Audit, Compensation, Nominating & Corporate Governance) comprised solely of independent directors during 2024 .
- Board leadership: Non-executive Chairman (R. E. Perlman); therefore no Lead Independent Director; independent directors meet in executive session with Chairman presiding .
- Attendance: Board held 10 meetings in 2024; all directors attended at least 75% of Board and committee meetings and attended the 2024 annual meeting .
- Committee assignments (2024): Compensation Committee Chair; Audit Committee member .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 2 | Committee entirely independent; oversees NEO pay, equity plans, and director compensation |
| Audit | Member | 8 | Committee entirely independent; financial reporting, internal controls, auditor oversight. Audit “financial expert” designation applies to Presby and Colman, not Graham |
| Nominating & Corporate Governance | — | 4 | Not a member |
Governance engagement: As Compensation Committee Chair, Graham participated directly in expanded investor outreach following weak 2023 votes and in 2024–2025 stewardship discussions .
Fixed Compensation (Director)
Director pay was unchanged in 2024 versus 2023 and 2022. Cash includes the standard annual retainer plus the Compensation Chair fee; equity is time-vesting RS .
| Component (FY2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly in arrears |
| Committee chair fee (Compensation) | $30,000 | Chair premium |
| Total cash (reported) | $120,000 | Matches cash line in director comp table |
| Annual equity grant | $109,981 | 3,423 RS (closing price $32.13 on 12/29/2023); vests on 1-year anniversary |
| Total (cash + equity) | $229,981 | As disclosed for Peter M. Graham |
Performance Compensation (Director)
- No performance-based components for director compensation; annual equity awards are time-based restricted stock that vest after one year .
Other Directorships & Interlocks
- Current public company boards: None disclosed as current; prior public board roles include Thrive Acquisition Corporation and ExamWorks Group, Inc. .
- Interlocks/potential network ties: Several current MEG directors/executives are ExamWorks founders/executives (e.g., Richard E. Perlman, James K. Price, J. Miguel Fernandez de Castro), where Graham previously served as a director and committee member—an interlock that can raise independence perception risk despite formal independence .
Expertise & Qualifications
- Core credentials: Extensive board leadership (including committee chair roles), investment banking and capital markets experience, and long-tenured governance at mission-driven consumer and services businesses .
- Financial literacy: Serves on Audit Committee; committee members are financially literate under NYSE rules (audit “financial expert” designation is held by Presby and Colman) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 222,259 | Less than 1% of outstanding shares |
| Unvested RS outstanding at 12/31/2024 | 3,423 | Director RS vested on Jan 1, 2025 |
| Options | None disclosed for Graham | Options shown only for certain directors; none for Graham in 2024 table |
| Stock ownership guidelines | 5x annual cash retainer ($450,000) for non-management directors; 5-year phase-in from IPO/appointment; all non-management directors exceeded or on track as of Jan 31, 2025 |
Policy alignment:
- Anti-hedging: Prohibits directors, officers, employees from short-term trading, short sales, derivatives, and hedging in Company stock .
- Clawback: Robust Dodd-Frank-compliant clawback for incentive-based executive pay (3-year lookback) demonstrates compensation governance rigor (primarily executive-focused) .
Compensation Committee Oversight (as Chair)
- Shareholder feedback response: Following low support in 2023 and only 51.9% Say-on-Pay support in 2024, the committee (chaired by Graham) led changes: cancellation of 2021 SARs without replacement; commitment to end acquisition-based bonuses for most NEOs from 2025; plan to adopt annual LTI grants from 2027 with at least 50% performance-based .
- Consultant: Exequity LLP engaged as independent advisor; Compensation Committee assessed and found no conflicts of interest .
- Peer benchmarking: Committee refreshed peer group in 2023 to inform 2024 pay decisions; uses peer data and broader surveys without targeting a specific percentile .
Related Party & Conflict Review
- Investor Rights Agreement: Graham is among directors party to the Third Amended and Restated Investors’ Rights Agreement with Oaktree and others (includes certain registration and rights-of-first-offer provisions), which is monitored under the Related Person Transaction Policy .
- Committee interlocks: Proxy states no compensation committee interlocks with executive officers of other companies; any related transactions are reviewed per policy .
Signals for Investors (Board Effectiveness, Risks, Red Flags)
- Positive governance signals:
- Independent status; leadership as Compensation Chair; active investor outreach; structural improvements (e.g., declassification proposal; director resignation policy) .
- Director ownership guidelines and anti-hedging policy support alignment .
- Watch items / red flags:
- Say-on-Pay support only 51.9% in 2024 (improved from 2023 but still weak), placing scrutiny on Compensation Committee oversight; subsequent actions (SAR cancellation, program changes) are responsive but execution will be monitored .
- Historical ties among multiple directors via ExamWorks may create perceived interlocks; continued emphasis on refreshment and diversity of experience is prudent .
- Compensation Committee met twice in 2024 vs. Audit Committee’s eight meetings; given the magnitude of executive pay redesigns underway, investors may watch committee cadence and disclosure depth in 2025–2027 .
Quantitative Reference Tables
Director Compensation (FY2024)
| Metric | Amount |
|---|---|
| Fees earned or paid in cash ($) | $120,000 |
| Stock awards ($) | $109,981 |
| Total ($) | $229,981 |
| Shares in 2023 year-end grant | 3,423 RS (at $32.13) |
| Vesting | One-year from grant date (vested Jan 1, 2025 for 2023 grant) |
Board & Committee Workload (2024)
| Body | Meetings |
|---|---|
| Board of Directors | 10 |
| Audit Committee | 8 |
| Compensation Committee | 2 |
| Nominating & Corporate Governance Committee | 4 |
Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 222,259; <1% of outstanding |
| Unvested RS at 12/31/2024 | 3,423 (vested 1/1/2025) |
| Director stock ownership guideline | 5x cash retainer ($450,000); exceeded/on track as of 1/31/2025 |
Say-on-Pay & Engagement
| Item | Value/Status |
|---|---|
| 2024 Say-on-Pay support | 51.9% |
| Committee/Board responses | Canceled 2021 SARs; ending acquisition-based bonus (most NEOs) from 2025; shift to annual, 50%+ performance-based LTI from 2027 |
Governance Assessment
- Graham is a seasoned independent director with deep capital markets and board governance expertise, currently chairing MEG’s Compensation Committee and serving on the Audit Committee . He has been central to investor engagement and pay program resets following weak Say-on-Pay results, including canceling legacy SARs and committing to more performance-based, annually granted LTI beginning in 2027 . While independence is affirmed, legacy ExamWorks ties among several directors present interlock optics to monitor, alongside the execution of compensation reforms and continued improvement in shareholder support trends .