🧾 What This Document Is — Your Guide to the Annual Meeting

This is a proxy statement (DEF 14A), a formal document sent to shareholders ahead of Montauk Renewables' annual meeting. Its job is to explain what will be voted on, who’s on the board, how executives are paid, and other key governance details. Think of it as the agenda and background packet for the company’s most important yearly shareholder event.

🏢 What The Company Does — Turning Waste into Renewable Gas

👉 In simple terms: Montauk Renewables turns organic waste (like landfill gas and hog farm manure) into Renewable Natural Gas (RNG), which is used as clean vehicle fuel. They operate facilities that capture methane, upgrade it to pipeline-quality gas, and sell it along with environmental credits (called RINs). It’s a business that monetizes waste while reducing greenhouse gases.

📅 The Annual Meeting — Key Details

• When: May 26, 2026, at 9:00 a.m. EDT
• Where: Virtual only — at www.virtualshareholdermeeting.com/MNTK2026
• Record Date: April 2, 2026 — you must own shares by this date to vote
• How to Vote: By internet, phone, or mail before the meeting, or live during the virtual meeting
• Why It Matters: Your vote decides board leadership and key oversight decisions for the year ahead.

🗳️ What You’re Voting On — Two Core Proposals

1. Election of Directors

   • Vote “FOR” or “WITHHOLD” for two Class III director nominees:
     • Jennifer Cunningham (age 64) — Independent, brings communications/government affairs expertise.
     • Sean McClain (age 51) — CEO, non-independent, deep operational knowledge.
   • 👉 Why it matters: These directors will steer strategy and oversee management for a 3-year term.

2. Ratification of Auditor

   • Vote “FOR” or “AGAINST” appointing Grant Thornton LLP as independent auditor for 2026.
   • 👉 Why it matters: Shareholders approve the auditor choice as good governance, though the board decides anyway.

⚙️ Governance & Structure — How Montauk is Controlled

• Controlled Company: Because a group led by Chairman John Copelyn and Director Kevin Govender owns ~52.3% of voting power, Montauk is a “controlled company” under Nasdaq rules. This means it can skip some typical governance requirements (like having a majority-independent board).
• Board Committees: Four key committees — Audit, Compensation, Nominating & Governance, and Environmental/Safety.
• Hybrid Leadership: CEO (McClain) and Chairman (Copelyn) roles are separate. There’s also an independent Lead Director (Mohamed Ahmed) to provide extra oversight.
• 👉 Why it matters: The controlling shareholders have significant influence, but independent directors still serve on key committees.

💼 Executive Pay — How Leaders Are Compensated (2025)

Compensation is mostly cash-based (salary + bonus). No stock or option awards were granted in 2025.

• Sean McClain (CEO): $671,702 total (salary $454,713 + bonus $190,060 + other)
• Kevin Van Asdalan (CFO): $492,175 total
• John Ciroli (CLO): $489,438 total
• 👉 Why it matters: Pay is tied to individual performance and company goals, not stock price swings.

🚀 Recent Wins & Growth Moves — 2025 Highlights

• Production Up: RNG output rose 31.8% at Pico facility and 7.8% at Apex landfill.
• New Facility: Started commissioning the Turkey, North Carolina hog-waste RNG plant (Phase 1 cost: ~$200 million).
• Funding Secured: Closed a $200 million Senior Credit Facility with HASI in March 2026 to fund growth and repay old debt.
• Gas Rights Extended: Secured a 5-year extension at the Raeger RNG facility.
• 👉 Why it matters: Montauk is actively expanding capacity and securing long-term funding to scale its RNG business.

🔮 What’s Next — 2026 Priorities

• Begin revenue production at the Turkey, NC facility (expected April 2026).
• Continue optimizing existing plants and pursuing new RNG projects.
• Leverage the GreenWave Energy Partners joint venture to unlock more value from RNG and RINs.
• 👉 Why it matters: The company is entering a “next phase of strategic growth” with new capacity coming online.

⚖️ Big Picture — Strengths & Risks

👍 Strengths:

• Solid operational execution with rising production.
• Strong growth capital secured ($200M credit facility).
• Experienced management team with deep industry background.

⚠️ Risks:

• Heavily reliant on government incentives (RINs, tax credits) for profitability.
• Complex regulatory environment for renewable fuels.
• Controlled company structure may limit minority shareholder influence.

🧠 The Analogy

Montauk is like a recycling startup that just upgraded its machinery and got a big loan to expand. They’re good at turning trash into something valuable (RNG), and they’ve proven they can grow production. Now, they’re building a new “factory” (Turkey, NC) and have the cash to do it. But their future still depends on government rules and the price of clean fuel credits.

🧩 Final Takeaway

Montauk Renewables is in growth mode, expanding RNG production and securing funding. Shareholders are being asked to reelect two directors (including the CEO) and approve the auditor. The company’s performance in 2025 was solid, but its future hinges on scaling operations successfully and navigating policy-dependent markets.