Vijay Manthripragada
Montrose Environmental GroupAbout Vijay Manthripragada
President and CEO of Montrose Environmental Group (MEG) since February 2016; joined as President in September 2015 and has served as a director since June 2016. Age 48; MBA (Wharton) and BS Biology (Duke). Under his tenure, MEG reports a 24.4% revenue CAGR since 2019 and entered 2025 with record results and multiple guidance raises, targeting 2025 revenue of $810–$830M and Consolidated Adjusted EBITDA of $112–$118M, with preliminary 2026 EBITDA at or above $125M . Say‑on‑pay support improved in 2025 (25.6M for, 3.73M against) after stockholder engagement and cancellation of 2021 SARs, compared with 51.9% support in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Montrose Environmental Group | President; President & CEO | 2015–present | Executive leadership of growth platform; board service creates direct channel to management . |
| PetCareRx, Inc. | Chief Executive Officer | 2013–2015 | CEO experience prior to MEG . |
| Goldman Sachs | Various roles | 2006–2013 | Finance/strategic background . |
External Roles
No other current public company directorships disclosed for Vijay in the proxy biography. He serves on MEG’s Board (not independent) and has no board committee assignments .
Fixed Compensation
Multi‑year CEO pay (selected line items):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 775,000 | 775,000 | 950,000 |
| Option Awards | 1,062,764 | – | – |
| Non‑Equity Incentive Plan Compensation | 121,200 | 1,133,457 | 1,261,167 |
| All Other Compensation | 12,200 | 13,200 | 13,800 |
| Total | 1,971,164 | 1,921,657 | 2,224,967 |
Notes:
- 2024 base salary was raised to $950,000 as part of biennial review; no new equity grants to NEOs in 2024 per prior commitment .
Performance Compensation
Cash incentives structure and 2024 outcomes:
| Plan | Metric | Target/Formula | Actual Performance/Inputs | 2024 Payout |
|---|---|---|---|---|
| Organic Growth Cash Bonus | Adjusted EBITDA (pre‑acquisition) | Threshold 93%, Max 107%; 1% delta adjusts payout by 14.3%; Target $592,500 | Company achieved 98.1% of target; payout factor 73.1% | 430,560 |
| Acquisition‑Based Bonus | Acquired Adjusted EBITDA (2024 acquisitions) | CEO earns 4% of acquired EBITDA; aggregate cap across NEOs | Six acquisitions contributed $20.77M acquired adj. EBITDA | 830,607 |
Additional details:
- 2024 acquisitions: Epic Environmental; Two Dot Consulting; Engineering & Technical Associates; Paragon Soil; Spirit Environmental; Origins Laboratory (aggregate acquired adjusted EBITDA $20.77M) .
- Based on stockholder feedback, the acquisition‑based bonus is eliminated for NEOs other than the CSO beginning 2025; 2021 SARs were cancelled effective 12/31/24 with no replacement compensation .
Long‑term equity (2011 outperformance program; outstanding as of 12/31/24):
- CEO RSUs: 316,209 unvested; vest 50% on December 16, 2025 and 50% on December 16, 2026, subject to continued service .
- CEO Performance RSUs: 316,209 unvested; EBITDA hurdle achieved by 12/31/24; vest 50% on each of December 16, 2025 and 2026, subject to continued service .
- 2021 SARs were cancelled for all NEOs, including 900,000 CEO SARs; reduces comp opportunity and potential dilution .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 565,403 shares (1.6% of outstanding) as of 3/12/2025 record date; includes options exercisable within 60 days . |
| Options (exercisable within 60 days) | 552,475 options included in beneficial ownership . |
| Unvested RSUs | 316,209 (market value $5,865,677 at $18.55) . |
| Unvested Performance RSUs | 316,209 (market value $5,865,677 at $18.55); performance condition satisfied as of 12/31/24 . |
| Vesting Schedule (CEO awards) | 50% of RSUs and 50% of Performance RSUs vest on 12/16/2025; remaining 50% on 12/16/2026, subject to continued service . |
| Ownership Guidelines | CEO required 6x base salary; as of 1/31/2024, NEOs exceeded or were on track to meet guidelines . |
| Hedging/Pledging | Hedging prohibited; insider trading policy enforces blackout periods. No explicit pledging prohibition disclosed; no pledging reported . |
| Section 16 Compliance | One Form 4 for two transactions for Vijay was not timely filed due to administrative error (2024) . |
Insider selling pressure watchouts:
- Two major vesting dates (12/16/2025 and 12/16/2026) could create supply as units deliver; 2025 buyback authorization of up to $40M may partially offset supply in windows, subject to usage .
Employment Terms
| Term | Provision |
|---|---|
| Role start dates | President (Sep 2015); President & CEO (Feb 2016); Director (Jun 2016) . |
| Severance (non‑CIC) | CEO: 2x base salary, paid over 12 months, upon termination without cause or resignation for good reason (release required); others 1x . |
| Change‑in‑Control (CIC) | If termination without cause/good reason within 2 years post‑CIC: lump‑sum severance (same multiple) 30 days after termination; immediate vesting of unvested equity at target for performance awards; if employed through CIC, unvested RSUs vest; Performance RSUs vest if criteria met . |
| Illustrative CEO payout (12/31/2024) | Cash severance $1.9M; RSU acceleration $5.87M; Performance RSU acceleration $5.87M (CIC), totaling $11.73M (CIC) or $13.63M (CIC + termination) at $18.55/share . |
| Clawback | Robust policy adopted 2023; 3‑year lookback for restatements; applies to incentive comp tied to financial measures . |
| Anti‑hedging | No hedging/derivative transactions permitted; blackout enforcement . |
| Tax gross‑ups | No excise tax gross‑ups in executive agreements . |
| 401(k) and perqs | 401(k) match (historically 100% up to 3% + 50% next 1%); no special perquisites beyond standard benefits . |
Board Governance
- Board role and independence: Vijay is a director (Class I) and not independent by virtue of his executive role; no committee assignments .
- Board leadership: Roles of Chairman and CEO are currently separate; non‑executive Chairman (Perlman). If combined in future, a Lead Independent Director would be appointed. Executive sessions are led by the Chairman .
- Attendance: Board held 10 meetings in 2024; all directors attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Say‑on‑pay and governance trajectory: Say‑on‑pay 2024 approval 51.9%; improved engagement led to 2025 say‑on‑pay approval (25.6M for vs 3.73M against). Board advancing declassification (approved May 2025) .
Compensation Committee Analysis
- Committee composition: Independent directors Graham (Chair), Perlman, Presby, Price .
- Consultant: Exequity retained; assessed independent; used for peer benchmarking and design; no conflicts identified .
- Governance practices: No hedging, no option/SAR repricing, clawback, ownership guidelines, capped incentives; SARs from 2021 program cancelled in response to investor feedback .
Performance & Track Record
| Indicator | Data |
|---|---|
| Revenue CAGR | 24.4% since 2019 . |
| 2025 trajectory | Record quarterly performance; raised 2025 revenue to $810–$830M and EBITDA to $112–$118M; preliminary 2026 EBITDA ≥$125M; strong organic growth and margin expansion . |
| Capital actions | Redeemed remaining Series A‑2 preferred by July 2025; announced $40M repurchase authorization in May 2025 . |
Compensation Structure Analysis (Signals)
- Mix and changes: Heavy equity weighting (CEO 81% target equity in 2024) even with no new grants; cancellation of SARs reduces upside/dilution and responds to shareholder concerns .
- Short‑term metrics shift: 2024 used adjusted EBITDA (organic) plus acquired EBITDA; beginning 2025, acquisition metric removed for most NEOs, with added strategic metrics for alignment .
- Future LTI plan: From 2027, annual LTI grants (no front‑loading), ≥50% performance‑based, market‑benchmarked quantum .
Risk Indicators & Red Flags
- Prior low say‑on‑pay (51.9% in 2024) improved after program changes in 2025; monitor ongoing investor sentiment .
- Section 16 late filing for CEO (administrative error) in 2024 .
- No explicit anti‑pledging disclosure; hedging is prohibited. Monitor for any pledging disclosures in future filings .
- Double‑trigger CIC acceleration and 2x base salary severance for CEO; no tax gross‑ups .
Director Service, Roles, and Dual‑Role Implications
| Item | Detail |
|---|---|
| Board service | Director since June 2016; Class I; not independent . |
| Committees | None . |
| Leadership structure | Separate Chair/CEO limits CEO control over agenda; if combined in future, Lead Independent Director provision applies . |
| Attendance | ≥75% attendance standard achieved across Board; all directors attended 2024 annual meeting . |
| Governance context | Board majority independent; all committees fully independent, reducing independence concerns from CEO/director dual role . |
Investment Implications
- Alignment and retention: Significant unvested RSUs and performance RSUs vesting in late 2025/2026 create strong retention and value‑creation incentives; cancellation of SARs lowers dilution overhang and addresses pay concerns .
- Potential selling pressure: Watch December 16, 2025 and 2026 vesting events; the $40M buyback authorization can help absorb supply if executed .
- Pay‑for‑performance traction: Shift away from acquisition‑based cash metrics and enhanced long‑term design post‑2026 should improve pay‑performance alignment and governance optics; say‑on‑pay rebound in 2025 is a positive indicator .
- Execution track record: Strong 2025 operating momentum with raised guidance and balance sheet simplification under Vijay’s leadership supports confidence in incentive attainability and value creation, though investors should continue to scrutinize organic EBITDA targets used for bonuses given non‑disclosure of numeric targets (competitive sensitivity) .