Richard E. Perlman
Montrose Environmental GroupAbout Richard E. Perlman
Richard E. Perlman, age 78, is an independent, non‑executive Chairman of the Board of Montrose Environmental Group (MEG). He has served as a director since December 2013 and as Chairman since July 2019. He co‑founded ExamWorks Group, Inc., and is Chairman of Compass Partners, LLC. He holds a bachelor’s degree from the Wharton School (UPenn) and an MBA from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExamWorks Group, Inc. | Co‑Executive Chairman; previously Executive Chairman | Co‑Executive Chairman since Jan 2020; Executive Chairman Oct 2010–Jan 2020 | Public-company leadership experience; corporate strategy and M&A |
| Compass Partners, LLC | Chairman; founder | Since 1995 | Merchant banking; middle‑market investing |
| TurboChef Technologies, Inc. | Executive Chairman | Not disclosed | Operating and growth leadership |
| PracticeWorks, Inc. | Executive Chairman | Not disclosed | Operating and growth leadership |
| AMICAS | Executive Chairman | Not disclosed | Operating and growth leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Wharton School (UPenn) | Executive Advisory Board; Entrepreneurship Advisory Board; part‑time faculty | Current (not dated) | Academic and mentoring roles |
| James Beard Foundation | Board member | Current (not dated) | Non‑profit governance |
| Boys & Girls Club of Sarasota | Board member | Current (not dated) | Non‑profit governance |
| Various privately‑held companies | Director | Current (not dated) | Private company boards |
Board Governance
- Role and leadership: Non‑executive Chairman; sets board agendas, leads executive sessions of independent directors, and coordinates shareholder engagement. No lead independent director is designated because the Chair is independent .
- Independence: The Board affirmatively determined Mr. Perlman is independent under NYSE and SEC rules .
- Committees: Member, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Attendance and engagement:
- Board met 10 times in FY2024; all directors attended ≥75% of board and committee meetings and all attended the 2024 annual meeting .
- Committee meetings in FY2024: Audit (8), Compensation (2), Nominating & Corporate Governance (4) .
- Shareholder engagement and governance roadmap: Perlman personally participated in extensive 2024–2025 investor outreach following weak 2023 say‑on‑pay and director support; the Board proposed declassification and adopted a director resignation policy .
Board and Committee Meetings (FY2024)
| Body | Meetings | Notes |
|---|---|---|
| Board of Directors | 10 | All directors attended ≥75%; all attended 2024 annual meeting |
| Audit Committee | 8 | Fully independent; two financial experts designated |
| Compensation Committee | 2 | Fully independent |
| Nominating & Corporate Governance | 4 | Fully independent |
Fixed Compensation
- Program design (unchanged vs 2022–2023): annual cash retainer $90,000; annual equity grant $110,000; Non‑Executive Chair cash retainer $80,000; committee chair premia apply (not applicable to Perlman) .
- FY2024 Director Compensation (Perlman):
- Cash fees reflect base retainer plus Chair retainer (90,000 + 80,000 = 170,000) .
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Richard E. Perlman | 170,000 | 109,981 | 279,981 |
Performance Compensation
- Structure: Non‑management director equity comprises time‑based restricted stock that vests after one year; FY2024 grant equated to 3,423 shares based on $32.13 closing price on Dec 29, 2023; awards vested on January 1, 2025 .
- No performance‑based metrics for director equity; options not outstanding for Perlman as of FY2024 year‑end .
| Element | Detail | Notes |
|---|---|---|
| Equity type | Restricted Stock (time‑based) | One‑year cliff vesting |
| Shares granted (FY2024) | 3,423 | Calculated at $32.13/share (12/29/2023) |
| Grant date fair value | $109,981 | ASC 718 |
| Vesting | Vested Jan 1, 2025 | 1‑year vest |
| Options | None outstanding for Perlman | — |
| Performance metrics | Not applicable (time‑based awards) | — |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committees/Notes |
|---|---|---|---|
| Montrose Environmental Group, Inc. | Public | Non‑Executive Chairman; Director | Committees: Compensation; Nominating & Corporate Governance; independent |
| ExamWorks Group, Inc. | Private (provider of independent medical exam services) | Co‑Executive Chairman | Co‑founded with MEG director James K. Price (shared network) |
| Private company boards | Private | Director | Various boards (not specified) |
| Non‑profit/Academic boards | Non‑profit/Academic | Board member / Advisory roles | Wharton boards; James Beard Foundation; Boys & Girls Club of Sarasota |
- Compensation Committee interlocks: None disclosed involving MEG executives (standard disclosure) .
Expertise & Qualifications
- Corporate strategy, M&A, capital markets and banking expertise; extensive public and private board experience; board leadership credentials as MEG’s independent Chair .
- Academic and advisory roles at Wharton augment governance and leadership perspective .
Equity Ownership
- Ownership alignment: Significant direct holding; directors subject to robust ownership guidelines.
| Metric | Value |
|---|---|
| Shares beneficially owned (Perlman) | 688,647 shares; 2.0% of outstanding |
| Shares outstanding (Record Date) | 34,663,598 |
| Outstanding director stock awards (12/31/2024) | 3,423 restricted shares (vested Jan 1, 2025) |
| Director stock ownership guidelines | ≥5x annual cash retainer (currently $450,000); as of Jan 31, 2025, all non‑management directors exceeded or were on track |
| Anti‑hedging policy | Directors prohibited from short‑term trading, short sales, options/derivatives, and hedging |
Governance Assessment
-
Strengths
- Independent, non‑executive Chair with deep operating and capital allocation experience; Board has majority independence and fully independent key committees .
- Strong director ownership expectations (5x retainer) and measurable equity stakes supporting alignment .
- Active shareholder engagement led by Chair; Board pursuing declassification and adopted a director resignation policy to address investor feedback .
- Attendance and engagement: Board met 10x with ≥75% attendance for all directors; Chair presides over executive sessions of independent directors .
-
Watch items / potential conflicts
- Investor Rights Agreement grants demand and piggyback registration rights to Perlman and James K. Price (alongside Oaktree), facilitating secondary liquidity; monitor usage and alignment with shareholder interests .
- Long tenure (director since 2013) and shared prior affiliations with fellow director Price (ExamWorks) may raise refreshment and groupthink concerns flagged by investors; Board is responding via refreshment and added a new independent director in 2025 .
- Say‑on‑pay support was 51.9% in 2024 (improved but below best‑practice levels), indicating broader investor scrutiny of governance and pay; Board has continued outreach .
-
Net view: Perlman’s independent Chair role, material personal ownership, and extensive governance engagement are positives for board effectiveness and investor confidence. Monitor the activation of registration rights, continued progress on board refreshment, and future say‑on‑pay outcomes for alignment signals .