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Onterris, Inc.

For the period ended May 6, 2025. Filed Mar 24, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 6, 2025 · Filed Mar 24, 2025

ONT$21.92+12.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the registrant☒ Filed by a party other than the registrant☐

Check the appropriate box:

☐Preliminary proxy statement
☐Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒Definitive proxy statement
☐Definitive additional materials
☐Soliciting material pursuant to § 240.14a-12

Montrose Environmental Group, Inc.

(Name of registrant as specified in its charter)

N/A

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of filing fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

To Our Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Montrose Environmental Group, Inc. The Annual Meeting will be held virtually on Tuesday, May 6, 2025, at 11:30 a.m., Central time, over the internet. Stockholders can attend and participate in, including submitting questions and examining our stockholder list, the Annual Meeting by visitingwww.proxydocs.com/MEG, the meeting website, and entering the requested information such as a valid control number. This meeting website will also include links for stockholders to vote their shares during the meeting. See “Q&A About Our Annual Meeting—How Do I Attend the Annual Meeting?” and “Q&A About Our Annual Meeting—How Do I Vote at the Annual Meeting?” in the Proxy Statement for more details.

We describe in detail the actions we expect to take at our Annual Meeting in the Notice of 2025 Annual Meeting of Stockholders and Proxy Statement which follow this letter. The Company’s 2024 Annual Report on Form 10-K is also being made available to stockholders along with these materials.

We have mailed to many of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and our 2024 Annual Report to Stockholders, and how to vote on the proposals put before you this year. This Notice of Availability also includes instructions on how to request a paper or email copy of the proxy materials, including the Notice of Annual Meeting, Proxy Statement and 2024 Annual Report, and proxy card or voting instruction form. Stockholders who previously either requested paper copies of the proxy materials or elected to receive the proxy materials electronically did not receive a Notice of Availability and will receive the proxy materials in the format requested. In addition, by following the e-consent instructions in the proxy card or voting instruction form, stockholders may choose to go paperless in future solicitations and request proxy materials electronically by email on an ongoing basis.

Please use this opportunity to take part in the affairs of our company by voting on the business to come before the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please complete, sign, date, and return the accompanying proxy card or voting instruction form or vote electronically on the Internet or by telephone. See “Q&A About Our Annual Meeting—How Do I Vote?” in the Proxy Statement for more details. Returning the proxy card or voting instruction form or voting electronically over the Internet or by telephone does not deprive you of your right to attend the Annual Meeting or to vote your shares during the Annual Meeting up to and through the applicable deadlines set forth in your proxy materials.

Sincerely,

Vijay Manthripragada

President and

Chief Executive Officer

Montrose Enviro nmental Group, Inc.

Date and Time:May 6, 202511:30 a.m. (Central Time)
Location:Online via live webcast at www.proxydocs.com/MEG
Who Can Vote:Stockholders owning shares of the Company’s common stock at the close of business on March 12, 2025 (the “Record Date”) are entitled to receive notice of and to vote at the Annual Meeting and any adjournment or postponement thereof.A list of registered stockholders entitled to vote at the meeting will be available at our office located at 5120 Northshore Drive, North Little Rock, AR 72118 for 10 days prior to the meeting and online during the meeting.

Voting Items

The Annual Meeting of Stockholders (the “Annual Meeting”) of Montrose Environmental Group, Inc., a Delaware corporation (the “Company”), is being held for the stockholders to consider the following proposals:

ProposalsBoard VoteRecommendationFor Further Details
1.To elect three Class II directors, J. Thomas Presby, James K. Price and Janet Risi Field, to our Board of Directors to hold office until the Company’s 2028 annual meeting of stockholders, or until their successors are duly elected and qualified.“FOR” each director nominee listed in Proposal 1Page 26
2.To ratify the appointment of Deloitte & Touche LLP, as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2025.“FOR”Page 39
3.To approve, on a non-binding and advisory basis, the compensation of our named executive officers (“Say-on-Pay”).“FOR”Page 71
4.To approve an amendment to the Company’s Certificate of Incorporation to declassify the Board and phase-in annual director elections.“FOR”Page 72

Stockholders will attend to other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Materials for Review

We encourage you to review the proxy materials for our Annual Meeting, which include our Proxy Statement and our 2024 Annual Report. We made our proxy materials available onwww.proxydocs.com/MEG and began mailing a Notice of Internet Availability of Proxy Materials or, if previously requested, paper or electronic copies of the proxy materials, to our stockholders on or about March 24, 2025. Please review the Notice of Availability for information on how to access the proxy materials and how to vote.

Attending the Meeting

Stockholders of record as of the close of business on March 12, 2025, the Record Date, are entitled to attend, participate in and vote at the Annual Meeting. To access and participate in the Annual Meeting, including submitting questions and viewing the list of registered stockholders as of the Record Date, and to vote during the Annual Meeting, stockholders of record should go to the meeting website atwww.proxydocs.com/MEG, enter the control number found on your proxy materials such as your proxy card, your voting instruction form or your Notice of Availability of Proxy Materials, and follow the instructions on the website. Beneficial owners should review these proxy materials and their voting instruction form for how to vote in advance of and how to participate in the Annual Meeting.

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the Annual Meeting to satisfy the requirements for a stockholder meeting to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the Annual Meeting, the chair will convene the Annual Meeting at 12:00 p.m. Central time on the date specified above and at the meeting website address specified above solely for the purpose of adjourning the Annual Meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the investors page of the Company’s website atwww.montrose-env.com.

We encourage you to review these proxy materials and vote your shares before the Annual Meeting.

FOR THE BOARD OF DIRECTORS

Nasym Afsari General Counsel and Secretary 5120 Northshore Drive North Little Rock, AR 72118 March 24, 2025

Table of Contents

Montrose Environmental Group, Inc. 2025Compensation Committee Matters41
Notice of Annual Stockholders MeetingCompensation Committee Report41
and Proxy Statement4Compensation Discussion and Analysis42
Voting Items4Executive Compensation Tables60
Materials for Review5Proposal 3: Non-Binding, Advisory Vote to
Attending the Meeting5Approve Named Executive Officer
Table of Contents6Compensation71
Forward Looking Statements7PROPOSAL 4: Amendment of the Company’s
About the Annual Meeting8Certificate of Incorporation to Declassify
General8the Board and Phase-In Annual Director
Matters to Consider8Elections72
Internet Availability of Proxy Materials8Security Ownership of Certain Beneficial
Questions About the Meeting and Related Matters9Owners and Management75
How to Vote—Your Vote is Important9Certain Relationships and Related Party
Corporate Governance10Transactions77
Reiterating Our Commitment to Good CorporateRelated Person Transaction Policy77
Governance: 2023 to 202810Investor Rights Agreement77
Stockholder Engagement and BoardIndemnification Agreements78
Responsiveness11Q&A About Our Annual Meeting79
Corporate Governance Guidelines13What is the Purpose of the Annual Meeting?79
Director Independence13How Does the Board of Directors Recommend I
Board Leadership Structure14Vote?79
Board and Committee Evaluation Process14Who is Entitled to Vote?79
The Board’s Role in Risk Oversight16How Do I Vote?80
Review of Director Nominees18What Does it Mean if I Receive More than
Succession Planning and Executive Development19One Notice?80
Codes of Ethics20What Constitutes a Quorum?80
Insider Trading Policy20What Are the Voting Requirements to Approve the
Meetings of the Board of Directors20Proposals?80
Committees of the Board of Directors21What if I Return My Proxy Card or Voting Instruction
Committee Charters22Form or Vote By Internet or Telephone, But Do Not
Compensation Committee Interlocks and InsiderSpecify How I Want to Vote on One or More Matters
Participation22to Be Considered at the Annual Meeting?81
Availability of Documents22What if I Change My Mind After I Vote?81
Contacting the Board of Directors23How Do I Attend the Annual Meeting?82
Corporate Sustainability24What if I Encounter Technical Difficulties Accessing
Human Capital Resources25the Webcast or During the Annual Meeting?82
PROPOSAL 1: ELECTION OF DIRECTORS26How Can I Submit Questions for the Annual
The Board of Directors27Meeting?82
Overview27How Do I Vote at the Annual Meeting?82
Director Skills and Experience27Can I Attend the Annual Meeting Physically in
Class II Director Nominees30Person?83
Continuing Directors32Why Is the Annual Meeting Being Held Virtually?83
Director Compensation36Other Matters84
Stock Ownership Guidelines37Stockholder Proposals and Nominations for the 2026
Audit Committee Matters38Annual Meeting84
Report of the Audit Committee38Householding of Proxy Materials and Proxy
PROPOSAL 2: Ratification of Appointment ofSolicitation Costs85
Independent Registered Public Accounting Firm39Delinquent Section 16(a) Reports85
Audit and Non-Audit Fees40Additional Information86
Pre-Approval Policies and Procedures40Exhibit A87

Forward Looking Statements

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.