Montrose Environmental Group (MEG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 6, 2025, for shareholders of record as of March 12, 2025, to vote on key proposals and review company performance and governance.

• Proxy materials, including the 2024 Annual Report, are available online, with options for electronic or paper delivery and multiple voting methods.

• The company emphasizes ongoing shareholder engagement, transparency, and responsiveness to feedback, especially regarding governance and executive compensation.

Voting matters and shareholder proposals

• Four main proposals: election of three Class II directors, ratification of Deloitte & Touche LLP as auditor, advisory approval of executive compensation (Say-on-Pay), and amendment to declassify the Board for annual director elections.

• The Board recommends voting FOR all proposals.

• Shareholders may submit proposals and director nominations for the 2026 meeting, following SEC and bylaw procedures.

Board of directors and corporate governance

• The Board consists of ten members (one vacancy), with a majority being independent and diverse in gender, race, and experience.

• Recent governance enhancements include a clawback policy, director resignation policy, and ongoing Board refreshment with new appointments and a formal onboarding process.

• Proposal to phase out the classified Board structure, moving to annual director elections by 2028.

• Committees (Audit, Compensation, Nominating/Governance) are fully independent and have updated charters and evaluation processes.

• Board and committee self-evaluations are conducted annually, with third-party input and a focus on strategy and succession planning.