Stock-Based Plans and Compensation (Tables)

6 Months Ended

Jun. 30, 2025

Schedule of Stock-based Compensation Expense

There were no stock-based compensation expenses related to the 2013 Plan in the three and six months ended June 30, 2025 and 2024. Total stock-based compensation expense related to the 2017 Plan was as follows:


	Three Months Ended June 30,
	2025						2024
	Options		RSUs		Total		Options		RSUs		SARs		Total
Cost of revenue	$	210	$	961	$	1,171	$	355	$	845	$	—	$	1,200
Selling, general and administrative expense		253		9,410		9,663		787		7,554		2,290		10,631
Total	$	463	$	10,371	$	10,834	$	1,142	$	8,399	$	2,290	$	11,831

	Six Months Ended June 30,
	2025						2024
	Options		RSUs		Total		Options		RSUs		SARs		Total
Cost of revenue	$	399	$	3,043	$	3,442	$	629	$	1,482	$	—	$	2,111
Selling, general and administrative expense		503		20,612		21,115		1,576		14,836		4,580		20,992
Total	$	902	$	23,655	$	24,557	$	2,205	$	16,318	$	4,580	$	23,103

Schedule of Common Stock Reserved for Future Issuance

The Company has reserved certain stock of its authorized but unissued common stock for possible future issuance in connection with the following:


	June 30,
	2025		2024
Montrose 2013 Stock Incentive Plan		670,994		779,290
Montrose 2017 Stock Incentive Plan(1)		7,421,326		9,657,329
		8,092,320		10,436,619

(1) In January 2025 and 2024, the Board of Directors ratified the addition of 1,372,373 and 1,207,563 shares of common stock, respectively, to the number of shares available for issuance under the 2017 Plan pursuant to the annual increase provision of such plan. Unless the Board of Directors determines otherwise, additional annual increases will be effective on each January 1, through January 1, 2027. The 2017 Plan permits the company to settle awards, if and when vested, in cash at its discretion. Pursuant to the terms of the 2017 Plan, the number of shares authorized for issuance thereunder will only be reduced with respect to shares of common stock actually issued upon exercise or settlement of an award. Shares of common stock subject to awards that have been canceled, expired, forfeited or otherwise not issued under an award and shares of common stock subject to awards settled in cash do not count as shares of common stock issued under the 2017 Plan. The Company expects to have sufficient shares available under the 2017 Plan to satisfy the future settlement of outstanding awards. Shares reserved for future issuance as of June 30, 2024 include 3,000,000 shares underlying the 3,000,000 2021 Performance SARs, which were cancelled effective as of December 31, 2024.

Montrose Amended & Restated 2017 Stock Incentive Plan

Schedule of Restricted Stock Activity

RSAs and RSUs activity was as follows:


	Six Months Ended June 30,
	2025					2024
	Shares			Weighted-Average Grant Date Fair Value		Shares			Weighted-Average Grant Date Fair Value
Beginning outstanding shares		2,617,059					2,468,722
Granted		1,298,765		$	17.65		289,155		$	40.58
Forfeited/ cancelled		(59,042	)	$	28.85		(27,953	)	$	37.62
Vested		(597,665	)	$	26.80		(149,942	)	$	37.49
Ending outstanding shares		3,259,117					2,579,982

Summary of Stock Option Activity

The following summarizes the options activity of the 2017 Plan:


	Options to Purchase Common Stock			Weighted-Average Exercise Price per Share		Weighted Average Grant Date Fair Value per Share		Weighted Average Remaining Contract Life (in Years)		Aggregate Intrinsic Value of In-The-Money Options
Outstanding as of December 31, 2023		2,516,272		$	30.92	$	15.95		7.0	$	13,825
Forfeited/ cancelled		(48,765	)		38.87		—		—		—
Expired		(19,720	)		45.55		—		—		—
Exercised		(47,948	)		27.05		—		—		663
Outstanding as of June 30, 2024		2,399,839		$	30.72	$	16.27		7.0	$	14,488
Outstanding as of December 31, 2024		2,345,207		$	30.62		16.32		6.0		776
Forfeited/ cancelled		(35,795	)		41.32		—		—		—
Expired		(50,150	)		36.06		—		—		—
Outstanding as of June 30, 2025		2,259,262		$	30.33	$	16.32		5.5	$	4,355
Exercisable as of June 30, 2025		2,006,686		$	28.92				5.3	$	4,355

Montrose Amended and Restated 2013 Stock Option Plan

Summary of Stock Option Activity

The following summarizes the activity of the 2013 Plan:


	Options to Purchase Common Stock			Weighted-Average Exercise Price per Share		Weighted Average Grant Date Fair Value per Share		Weighted Average Remaining Contract Life (in Years)		Aggregate Intrinsic Value of In-The-Money Options
Outstanding as of December 31, 2023		792,191		$	6.40	$	2.16		2.4	$	20,380
Exercised		(12,901	)		6.08
Outstanding as of June 30, 2024		779,290		$	6.41	$	2.20		1.9	$	29,730
Outstanding as of December 31, 2024		680,889		$	6.49		2.51		1.5		8,211
Expired		(1,000	)		6.03		—		—		—
Exercised		(8,895	)		8.59		—		—		10,351
Outstanding as of June 30, 2025		670,994		$	6.46	$	2.51		1.0	$	10,351
Exercisable as of June 30, 2025		670,994		$	6.46				1.0	$	10,351

Montrose Environmental Group, Inc. 10-Q