Vincent P. Colman
Montrose Environmental GroupAbout Vincent P. Colman
Vincent P. Colman (age 64) was appointed an independent director of Montrose Environmental Group (MEG) on February 19, 2025 and serves on the Audit Committee; the Board has designated him an “audit committee financial expert.” He is a former nearly 40-year PwC leader (Vice Chair, NY Metro; US Assurance Leader; US National Office Professional Practice Leader) with a B.S. in Accounting from St. John’s University, bringing deep financial reporting, audit, risk and governance expertise to MEG’s board oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Partner; Vice Chairman, NY Metro; US Assurance Leader; US National Office Professional Practice Leader | ~30 years as partner; retired June 2021; specific leadership roles: 5 years (Vice Chair), 3 years (US Assurance), 4 years (National Office) | Led strategy, portfolio optimization, quality, human capital, regulatory relations, risk management, and innovation; frequent speaker on governance and regulatory issues |
| U.S. Capital Wealth Advisors | Director; Audit Committee member | May 2023 – April 2024 (through company sale) | Financial oversight and audit committee service |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Improve One (multinational family office) | Advisor | Since Nov 2021 | Strategic and governance advisory support |
| Don Bosco Prep | Board of Trustees; Finance/Audit Committee Chair | Current | Leads finance/audit oversight |
| St. John’s University, Tobin College of Business | Advisory Board Member | Current | Academic-industry advisory engagement |
| Ramapo College | Board of Trustees (prior); Audit Committee Chair | Prior | Chaired audit oversight |
| Standard-setting/advisory bodies | Former member: CAQ Executive Committee; AICPA Professional Practice Executive Committee; FASB FASAC; PCAOB Standing Advisory Group | Prior | Contributed to profession-wide standards and best practices |
Board Governance
- Independence and appointment: The Board has affirmatively determined Mr. Colman is independent under NYSE and SEC rules; he was appointed February 19, 2025 following a Board-led refresh process and onboarding program.
- Committee assignment: Audit Committee member; designated an “audit committee financial expert”; Audit Committee held 8 meetings in 2024.
- Board structure and effectiveness: Non-executive Chair (no Lead Independent Director needed); independent directors hold executive sessions. Board met 10 times in 2024 and all then-serving directors attended ≥75% of meetings; Colman joined in 2025 (attendance not applicable for 2024).
- Refreshment and shareholder responsiveness: The Board adopted a Director Resignation Policy for sub-majority support and proposed declassifying the Board; appointment of Colman was a direct response to investor feedback on refreshment and expertise.
| Governance Item | Status |
|---|---|
| Independence | Independent director |
| Committee(s) | Audit Committee (member) |
| Audit Committee Financial Expert | Yes |
| Appointment Date | Feb 19, 2025 |
| 2024 Board Meetings / Attendance | 10 meetings; all then-serving directors ≥75% attendance (Colman N/A for 2024) |
| Executive Sessions | Independent director executive sessions under non-exec Chair |
Fixed Compensation (Non-Management Director Program)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Paid quarterly |
| Annual Equity Grant (RSUs) | $110,000 | Number of shares = grant value / closing price; 1-year vest |
| Committee Chair Retainers | Audit: $50,000; Compensation: $30,000; Nominating & Governance: $10,000 | Additional to base retainer |
| Non-Executive Chair Retainer | $80,000 | Additional to base retainer |
| Meeting Fees | Not disclosed (program unchanged vs. 2023–2022) | 2024 program unchanged from prior years |
Note: Mr. Colman was appointed in 2025; 2024 director pay table does not include him. The above reflects the standing non-management director program in place.
Performance Compensation (Director Equity Structure)
| Element | Award Vehicle | Grant Value (FY2024 example) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director Equity | Time-vested RSUs | $110,000; example award equated to 3,423 shares at $32.13 close (Dec 29, 2023) for 2024 grants | 100% vest on 1-year anniversary | None (director awards are time-based) |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Colman.
- Private/non-profit/academic boards: Don Bosco Prep (Finance/Audit Chair); St. John’s Tobin College Advisory Board; prior Ramapo College (Audit Chair).
- Compensation Committee interlocks: Company discloses no interlocks; Mr. Colman is not on the Compensation Committee.
Expertise & Qualifications
- Financial reporting, audit quality, assurance leadership and risk management credentials; designated Audit Committee financial expert at MEG.
- Prior service on profession-wide advisory bodies (CAQ, AICPA, FASAC, PCAOB SAG) indicating strong technical and governance acumen relevant to audit oversight and regulatory expectations.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Vincent P. Colman | 5,396 | <1% |
Stock ownership alignment: MEG’s director ownership guideline is 5x the annual cash retainer ($450,000) to be met within five years of appointment; as of Jan 31, 2025, all non-management directors subject to the guideline exceeded or were on track (Colman appointed Feb 2025 and will follow the five-year phase-in from his appointment).
Related-Party Transactions and Conflicts
- Policy: Related Person Transaction Policy requires Audit Committee or Board approval (disinterested directors) for any related party transactions.
- Disclosures: The proxy details investor rights arrangements involving other directors/stockholders (e.g., Oaktree; Messrs. Perlman and Price), but includes no related-party transactions involving Mr. Colman.
- Auditor independence: Company auditor is Deloitte (since 2016); Mr. Colman is a former PwC partner—no auditor affiliation, reducing conflict risk.
Attendance, Engagement and Compliance
- Board/Audit activity levels: 10 Board meetings and 8 Audit Committee meetings in 2024 (pre-appointment); Board policy expects directors to attend annual meeting and Board/committee sessions.
- Section 16(a) reporting: For 2024, all officers/directors/10% holders timely filed except one CEO Form 4 (admin error); Colman appointed in 2025 (no delinquencies noted).
Insider Trades
| Period | Form | Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|---|---|
| FY2024 | — | — | Not applicable (appointed 2025); no delinquencies noted for directors other than CEO admin error | — | — |
Governance Assessment
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Strengths for investor confidence:
- Addition of an independent Audit Committee financial expert with deep Big Four and regulatory experience, directly reinforcing financial reporting and risk oversight.
- Board responsiveness: adoption of a Director Resignation Policy and proposal to declassify the Board; appointment of Colman aligned with shareholder feedback for refreshment and expertise.
- No related-party transactions disclosed for Colman; anti-hedging policy prohibits hedging by directors.
- Director stock ownership guideline (5x retainer) fosters alignment; five-year phase-in applies to new appointees.
-
Watch items / broader-board context:
- Say-on-Pay support improved but remained low at 51.9% in 2024; the Board has outlined compensation program changes and canceled 2021 SARs—ongoing investor scrutiny likely.
- Plurality voting remains, though a Director Resignation Policy is in place and declassification is proposed—monitor execution of these governance roadmap items.
Overall: Colman’s appointment materially upgrades audit and financial oversight capabilities with minimal conflict risk (no PwC-auditor tie), supporting board effectiveness and investor confidence as MEG continues its governance reforms.