Robin L. Newmark
Montrose Environmental GroupAbout Robin L. Newmark
Dr. Robin L. Newmark, age 68, has served as an independent director of Montrose Environmental Group, Inc. since January 2020, and is Chair of the Nominating and Corporate Governance Committee. She holds a B.S. in Earth and Planetary Sciences from MIT (Phi Beta Kappa), an M.S. in Earth Sciences (Marine Geophysics) from UC Santa Cruz, and an M.Phil. and Ph.D. in Marine Geophysics from Columbia University; she is credited with over 100 publications and five patents in energy and environmental technologies, with senior leadership roles at NREL and Lawrence Livermore National Laboratory, bringing 30+ years of energy and environmental innovation experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Dept. of Energy – National Renewable Energy Laboratory (NREL) | Executive Director Emeritus; previously Executive Director, Strategic Initiatives; Associate Laboratory Director, Energy Analysis & Decision Support; Director, Strategic Energy Analysis Center; Principal Program Manager, Planning & Program Development | Executive Director Emeritus Sep 2018–Jan 2021; prior positions 2009–2018 | Led energy analysis and decision support; advanced renewable energy and efficiency technologies; extensive industry/public stakeholder engagement |
| Lawrence Livermore National Laboratory | Deputy Program Director, Energy & Environmental Security; Program Leader; Associate Program Leader, Water & Environment; External Relations Director, Global Security | Prior to NREL (dates not specified) | Research and leadership across energy, environment, climate, and national security |
| Nonprofit initiated by Colorado Governor’s Energy Office | Director | Not disclosed | Resource and energy efficiency asset for regional/national stakeholders |
External Roles
| Organization | Role | Public Company? | Tenure | Committees/Impact |
|---|---|---|---|---|
| Nonprofit initiated by Colorado Governor’s Energy Office | Director | No | Not disclosed | Energy efficiency stakeholder resource |
No current public company directorships are disclosed for Dr. Newmark in the proxy .
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; committee members: Newmark (Chair), Richard E. Perlman, James K. Price, Janet Risi Field; 4 meetings held in fiscal 2024 .
- Independence: Board affirmatively determined Newmark is independent under NYSE and SEC rules; board and all standing committees maintained majority/fully independent composition in 2024 .
- Attendance: Board held 10 meetings in 2024; all directors attended at least 75% of Board and their committee meetings; all directors attended the 2024 annual meeting .
- Tenure on MEG board: Since January 2020 .
- Stockholder engagement: Participated in extensive outreach in 2024–2025 as NCG Chair; director election support for Newmark in 2024 was 53.6% (improved from 2023), Say-on-Pay support 51.9% .
- Governance roadmap: Board proposed declassifying the Board and adopted a Director Resignation Policy under plurality voting to require tender of resignation if a director fails to receive majority support; Board will publicly disclose reasons if not accepted .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 90,000 | Paid quarterly, in arrears |
| Committee Chair Cash Retainer – Nominating & Corporate Governance | 10,000 | Applies to Chair role |
| Fees Earned or Paid in Cash (Total) | 100,000 | Cash total reflects base + chair retainer |
| Annual Equity Grant (target) | 110,000 | Restricted stock; time-based vesting |
| Stock Awards (grant-date fair value) | 109,981 | 3,423 shares × $32.13 close on Dec 29, 2023 |
| Total Director Compensation (Cash + Equity) | 209,981 | Unchanged versus 2023 and 2022 |
Performance Compensation
| Award Type | Shares/Value | Grant Basis | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock | 3,423 shares; $109,981 | Number of shares = $110,000 annual equity grant ÷ closing price of $32.13 on Dec 29, 2023 (prior trading day to grant date), rounded down | One-year cliff; these RS vested on Jan 1, 2025 | None; director equity vests time-based, not tied to performance metrics |
No stock options or PSUs are disclosed for Dr. Newmark; only time-vested restricted stock is outstanding .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public company boards | None disclosed for Newmark |
| Compensation committee interlocks | Company discloses no executive officer interlocks in the last fiscal year; Compensation Committee members are Graham (Chair), Perlman, Presby, Price; Newmark is not a member |
Expertise & Qualifications
- 30+ years of energy/environmental innovation experience from foundational research to commercialization; extensive stakeholder engagement experience .
- Five patents and 100+ publications; senior leadership roles at NREL and LLNL underscore technical depth in energy, environment, and security .
- Academic credentials: MIT (BS), UC Santa Cruz (MS), Columbia University (MPhil, PhD) in geophysics/marine geophysics .
- As NCG Chair, oversees board succession, governance principles, board/committee evaluations, stockholder engagement, and sustainability oversight relevant to MEG’s business .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | 25,559 | “Less than 1%” per proxy |
| Shares Outstanding (Record Date) | 34,663,598 | Used for % ownership calculation |
| Ownership % of Outstanding | 0.074% (calculated: 25,559 ÷ 34,663,598) | |
| Aggregate Shares Subject to Outstanding Stock Awards | 3,423 RS | Vested on Jan 1, 2025 |
| Options – Exercisable/Unexercisable | None disclosed for Newmark | |
| Stock Ownership Guidelines (Directors) | 5× annual cash retainer, currently $450,000 | 5-year phase-in from appointment; as of Jan 31, 2025 all subject directors exceeded or were on track |
| Hedging/Pledging | Hedging prohibited for executives and directors; pledging not specifically disclosed |
Governance Assessment
- Strengths
- Independent director; Chairs Nominating & Corporate Governance with clear remit over succession, governance principles, evaluations, engagement, and sustainability—improves board effectiveness and ESG oversight .
- Attendance meets policy thresholds; Board held 10 meetings with ≥75% attendance by all directors; full director attendance at annual meeting, supporting engagement and oversight .
- Alignment mechanisms: meaningful director ownership guidelines (5× cash retainer) with compliance/on-track status; director equity via RS aligns with shareholder value; hedging prohibited; robust clawback policy; no excise tax gross-ups; no option repricing .
- Responsiveness: active shareholder engagement with Newmark participating as NCG Chair; governance roadmap includes declassification proposal and resignation policy under plurality voting—incremental improvements to accountability .
- Risk indicators and mitigants
- 2024 director election support for Newmark at 53.6% indicates investor skepticism; Say-on-Pay support at 51.9% was also low—Board increased engagement and enhanced transparency; adoption of a Director Resignation Policy is a partial mitigant though plurality voting remains .
- Related-party dynamics concentrated with Oaktree and certain directors (Perlman, Price) via investor rights; no related-party transactions disclosed for Newmark specifically .
- Compensation structure for directors is stable and modest (cash + time-based RS), with no meeting fees or performance-linked director pay; equity vests in one year—limited risk of pay anomalies .
Overall, Newmark’s technical depth and governance role strengthen board oversight in sustainability and director refreshment; low historical support signals require continued engagement and governance enhancements to bolster investor confidence .