(Name of registrant as specified in its charter) |
(Name of person(s) filing proxy statement, if other than the registrant) |
195 Clarksville Road, Princeton Junction, New Jersey 08550 | | | ![]() |
• | To elect seven directors to our Board of Directors; |
• | To ratify the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Mistras Group, Inc. for the year ending December 31, 2024; |
• | To approve of the Mistras Group, Inc. Amended and Restated 2016 Long-Term Incentive Plan, including the numbers of shares authorized to be issued; |
• | To approve, on an advisory basis, the compensation of Mistras Group, Inc.’s named executive officers; |
• | Conduct any other business which properly comes before the meeting. |
![](https://www.sec.gov/Archives/edgar/data/0001436126/000114036124017926/sig_mstamatakis.jpg)
195 Clarksville Road, Princeton Junction, New Jersey 08550 | | | ![]() |
| MEETING DETAILS | | |||||||||||||||
| ![]() | | | Time and Date May 14, 2024 Tuesday at 11:00 a.m. Eastern Time | | | ![]() | | | Location Webcast at www.virtualshareholdermeeting.com/MG2024 | | | ![]() | | | Record Date March 18, 2024 | |
| 1 | Election of seven directors, constituting the entire Board of Directors. | |
| 2 | To ratify the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Mistras Group, Inc. for the year ending December 31, 2024. | |
| 3 | To approve the Mistras Group, Inc. Amended and Restated 2016 Long-Term Incentive Plan, including the number of shares authorized to be issued. | |
| 4 | To approve, on an advisory basis, the compensation of Mistras Group, Inc.’s named executive officers. | |
• | FOR each of the seven nominees of the Board of Directors (Item 1); |
• | FOR the ratification of the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm of Mistras Group, Inc for the year ending December 31, 2024 (Item 2); |
• | FOR the approval of the Mistras Group, Inc. Amended and Restated 2016 Long-Term Incentive Plan, including the number of shares authorized to be issued (Item 3); and |
• | FOR the approval, on an advisory basis, of the compensation of Mistras Group, Inc.’s named executive officers (Item 4). |
Mistras Group, Inc. | | | 1 | | | 2024 Proxy Statement |
| | | AGENDA ITEM | | | VOTING OPTIONS | | | VOTES NEEDED | | | EFFECT OF ABSTENTIONS | | | EFFECT OF BROKER NON-VOTES | | |
| 1 | | | Election of Directors | | | For all nominees or withhold with respect any or all nominees. | | | Plurality, meaning the seven nominees receiving the most votes for their election will be elected. | | | No effect | | | No effect. No broker discretion to vote. | |
| 2 | | | Ratification of Appointment of Auditors | | | For, against, or abstain. | | | Majority of the shares present or represented at the meeting and entitled to vote on the matter. | | | Counted as vote. Same effect as vote against. | | | Brokers have discretion to vote. | |
| 3 | | | Approval of Mistras Group, Inc. Amended and Restated 2016 Long-Term Incentive Plan | | | For, against, or abstain. | | | Majority of the shares present or represented at the meeting and entitled to vote on the matter. | | | Counted as vote. Same effect as vote against. | | | No effect. No broker discretion to vote. | |
| 4 | | | Advisory Vote on the compensation of Mistras Group, Inc.’s named executive officers | | | For, against, or abstain. | | | Majority of the shares present or represented at the meeting and entitled to vote on the matter. | | | Counted as vote. Same effect as vote against. | | | No effect. No broker discretion to vote. | |
| ![]() | | | Vote by Internet You may vote by proxy via the Internet by following the instructions provided on the enclosed Proxy Card | | | ![]() | | | Vote by Mail You may vote by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided. | | | ![]() | | | Vote Online at the Meeting You can vote at the meeting at www.virtualshareholdermeeting.com/ MG2024 | |
Mistras Group, Inc. | | | 2 | | | 2024 Proxy Statement |
• | Any shareholder can attend the 2024 Annual Meeting live via the Internet at: www.virtualshareholdermeeting.com/MG2024. |
• | Webcast starts at 11:00 a.m. Eastern time on Tuesday, May 14, 2024. |
• | Please have your control number to access the 2024 Annual Meeting webcast. The control number appears on the proxy card, in the Notice of Internet Availability of Proxy Materials, or in the instructions that accompanied your proxy materials. |
• | Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/MG2024. |
• | Shareholders may vote and submit questions while attending the 2024 Annual Meeting on the Internet. |
Mistras Group, Inc. | | | 3 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 4 | | | 2024 Proxy Statement |
• | Audit Committee Charter |
• | Compensation Committee Charter |
• | Corporate Governance Committee Charter |
• | Environmental, Social, and Safety Committee Charter |
• | Corporate Governance Guidelines |
• | Director Nominating Process and Policy |
• | Director Qualification Criteria |
• | Director Resignation Policy |
• | Related Person Transaction Policy |
• | Stock Ownership Guidelines |
• | Securityholder Communication Policy |
• | Code of Conduct |
• | Code of Ethics for Principal Executive and Senior Financial Officers |
• | Complaint Procedures for Accounting and Auditing Matters |
• | Insider Trading Compliance Policy |
• | Incentive Compensation Recoupment Policy for Executive Officers |
Mistras Group, Inc. | | | 5 | | | 2024 Proxy Statement |
| Director | | | Audit Committee | | | Compensation Committee | | | Corporate Governance Committee | | | Environmental, Social and Safety Committee | |
| Nicholas DeBenedictis | | | ![]() | | | | | | | ![]() | | ||
| James Forese | | | ![]() | | | ![]() | | | ![]() | | | | |
| Richard Glanton | | | | | ![]() | | | ![]() | | | ![]() | | |
| Michelle Lohmeier | | | | | ![]() | | | | | ![]() | | ||
| Charles Pizzi | | | ![]() | | | | | ![]() | | | |
![](https://www.sec.gov/Archives/edgar/data/0001436126/000114036124017926/ny20006941x999_bluebl.jpg)
![](https://www.sec.gov/Archives/edgar/data/0001436126/000114036124017926/ny20006941x999_sqblx1.jpg)
• | selecting and hiring our independent registered public accounting firm and approving the audit and non-audit services to be performed by our independent registered public accounting firm; |
• | evaluating the qualifications, performance and independence of our independent registered public accounting firm; |
• | monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements and accounting matters; |
• | reviewing the adequacy and effectiveness of our internal control policies and procedures; |
• | discussing the scope and results of the audit with the independent registered public accounting firm and reviewing with management and the independent registered public accounting firm our interim and year-end operating results; |
• | preparing the audit committee report included in our proxy statement; and |
• | overseeing our risk management and information technology and data security functions, including cybersecurity. |
Mistras Group, Inc. | | | 6 | | | 2024 Proxy Statement |
• | reviewing and approving the following for our executive officers: annual base salaries, cash and equity incentive compensation, including specific goals, targets and amounts, other equity compensation, employment agreements, severance and change in control arrangements and any other benefits, compensation or arrangements; |
• | reviewing and approving the compensation discussion and analysis and issuing the compensation committee report included in our proxy statement; |
• | appointing, overseeing and determining the work and compensation of any compensation consultant, independent legal counsel or other adviser retained by the compensation committee; and |
• | administering, reviewing and making recommendations with respect to our equity compensation plans. |
• | assisting our Board in identifying prospective director nominees and recommending to the Board nominees for election at each annual meeting of shareholders; |
• | reviewing our corporate governance principles and practices and recommending changes, as appropriate, in light of developments in governance practices; |
• | overseeing the evaluation of our Board and management; |
• | reviewing succession planning; |
• | recommending members for each Board committee to our Board; |
• | reviewing compensation programs for our outside directors; and |
• | reviewing and monitoring our code of conduct and actual and potential conflicts of interest of members of our Board and our executive officers. |
• | reviewing and providing guidance to management on environmental and sustainability issues and impacts, and the integration of environmental compliance and sustainability into the Company’s business, including innovation, product design, manufacturing and sourcing, and operations; |
• | reviewing and overseeing the Company’s health and safety programs, policies and practices; |
• | reviewing and overseeing management’s social responsibility programs, policies and practices, including those involving corporate social responsibility, human rights, and workplace diversity and inclusion; |
• | overseeing the Company’s management of its risks and opportunities related to climate change and direct any findings related to such matters to any other appropriate committee of the Board. |
• | reviewing the activities of the Company’s community and social impact initiatives; |
• | reviewing the reporting to various stakeholders regarding corporate social responsibility; and |
• | reviewing and providing guidance to management and reporting to the Board the involvement of significant corporate social responsibility issues in major business decisions, to protect the Company’s goodwill and human and intellectual capital. |
Mistras Group, Inc. | | | 7 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 8 | | | 2024 Proxy Statement |
• | allow the director to remain on the Board but not be nominated for re-election to the Board at the next election of directors; |
• | defer acceptance of the resignation until the vacancy the resignation will create can be filled by the Board with a replacement director meeting the necessary qualifications; or |
• | allow the director to remain on the Board if, in the view of the Corporate Governance Committee, the director has or is expected to correct the reason for the negative vote. |
Mistras Group, Inc. | | | 9 | | | 2024 Proxy Statement |
| BOARD/COMMITTEE | | | PRIMARY AREAS OF RISK OVERSIGHT | |
| Full Board of Directors | | | Strategic, financial and execution risks and exposures associated with the annual plan, and strategic planning (including matters affecting capital allocation); other matters that may present material risk to the Company’s operations, plans, prospects or reputation; and acquisitions and divestitures (including through post-closing reviews). | |
| Audit Committee | | | Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines, credit and liquidity matters, compliance matters, management’s risk management programs, and information technology, data and cyber security. | |
| Corporate Governance Committee | | | Risks and exposures relating to our programs and policies for corporate governance and succession planning. | |
| Compensation Committee | | | Risks and exposures associated with management development, and executive compensation programs and arrangements, including performance-based incentive plans. The Compensation Committee reviews compensation arrangements and programs to ensure that they do not create incentives for employees to take excessive or inappropriate risks which could have a material adverse effect on the Company. | |
| Environmental, Social and Safety Committee | | | Risks and exposures associated with our activities as a corporate citizen and policies in that regard, our activities pertaining to environmental matters and sustainability, and activities, policies and practices pertaining to employee and workplace safety. | |
| | | MEETINGS | | |
| Board of Directors | | | 8 | |
| Audit Committee | | | 8 | |
| Compensation Committee | | | 5 | |
| Corporate Governance Committee | | | 4 | |
| Environmental, Social and Safety Committee | | | 4 | |
Mistras Group, Inc. | | | 10 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 11 | | | 2024 Proxy Statement |
| | | CASH DIRECTOR FEES | | | STOCK(1) | | | SALARY | | | BONUS | | | TOTAL | | |
| Nicholas DeBenedictis | | | $90,000 | | | $109,999 | | | | | | | $199,999 | | ||
| James Forese | | | $119,875 | | | $109,999 | | | | | | | $229,874 | | ||
| Richard Glanton | | | $102,500 | | | $200,010(2) | | | | | | | $303,410 | | ||
| Michelle Lohmeier | | | $102,500 | | | $109,999 | | | | | | | $212,499 | | ||
| Charles Pizzi | | | $90,000 | | | $109,999 | | | | | | | $199,999 | | ||
| Sotirios Vahaviolos(3) | | | $50,000 | | | | | $356,250 | | | $75,000 | | | $481,250 | |
(1) | Stock awards are valued based upon the grant date fair value in accordance with FASB ASC Topic 718, which utilizes the closing price on the grant date. However, for purposes of determining the number of shares awarded to directors, the Company used the average of the high and low trading prices over a three trading day period ending on the grant date, which is the reason for the difference between the award values above and the intended value, using the three trading day average. Share grants for Richard Glanton were suspended pending resolution of his bankruptcy proceeding (See Legal Proceedings below). |
(2) | Includes $90,010 of common stock related to 2022, which were held up to Mr. Glanton’s legal proceedings. These shares were released in 2023 with approval of the bankruptcy trustee and the bankruptcy court. See “Certain Relationships, Proceedings and Related Person Transactions” and subheading “Legal Proceedings.” |
(3) | Dr. Vahaviolos was our Executive Chairman until his retirement on October 9, 2023, at which time he remained on the Board as Chairman Emeritus. Dr. Vahaviolos continues to be employed as a strategic advisor to the CEO, a position he assumed immediately upon his retirement as Executive Chairman. Dr. Vahaviolos receives a quarterly cash retainer of $50,000 ($200,000 annually) as a director and is paid an annual salary of $100,000 for his role as a strategic advisor. Dr. Vahaviolos’ salary above is for his role as Executive Chairman and then strategic advisor. Dr. Vahaviolos was awarded a discretionary bonus by the Compensation Committee for his contributions in 2023. |
Mistras Group, Inc. | | | 12 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 13 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 14 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 15 | | | 2024 Proxy Statement |
| Name | | | Shares Beneficially Owned | | | Percentage of Class | |
| Directors, Director Nominees and Officers | | ||||||
| Manuel N. Stamatakis(1) | | | 483,599 | | | 1.5% | |
| Nicholas DeBenedictis(2) | | | 220,527 | | | * | |
| James J. Forese | | | 143,750 | | | * | |
| Richard H. Glanton | | | 58,948 | | | * | |
| Michelle J. Lohmeier | | | 65,930 | | | * | |
| Charles P. Pizzi | | | 42,337 | | | * | |
| Sotirios J. Vahaviolos | | | 1,841,559 | | | 6% | |
| Edward J. Prajzner(1) | | | 101,860 | | | * | |
| Michael C. Keefe(1) | | | 85,693 | | | * | |
| Michael J. Lange(1) | | | 346,838 | | | 1.1% | |
| John A. Smith(1) | | | 101,518 | | | * | |
| Dennis Bertolotti | | | 322,478 | | | 1.1% | |
| Directors, Director Nominees and Executive Officers as a Group(1) | | | 3,833,037 | | | 12.3% | |
| * Indicates beneficial ownership of less than 1% of the total outstanding common stock. | | ||||||
| 5% Holders | | ||||||
| Sotirios Vahaviolos January 2023 2-Year Grantor Retained Annuity Trust(3) | | | 6,734,718 | | | 22% | |
Mistras Group, Inc. | | | 16 | | | 2024 Proxy Statement |
(1) | Includes all unvested restricted stock units with only time-based restrictions (“RSUs”) and stock options which are currently exercisable, or can be exercised on or before April 29, 2024, for the following amounts: |
| | | Stock Options | | | RSUs | | | Total | | |
| Manuel Stamatakis | | | 250,000 | | | — | | | 250,000 | |
| Edward Prajzner | | | | | 67,307 | | | 67,307 | | |
| Michael Keefe | | | | | 35,420 | | | 35,420 | | |
| Michael Lange | | | | | 36,380 | | | 36,380 | | |
| John Smith | | | | | 71,057 | | | 71,057 | | |
| Directors and Executive Officers as a Group | | | 250,000 | | | 228,164 | | | 478,164 | |
(2) | Includes 25,000 shares owned by Mr. DeBenedictis’ spouse. |
(3) | Address is Stephanie Foglia, trustee, c/o Mistras Group, 195 Clarksville Road, Princeton Junction, NJ 08550. Ms. Foglia, as trustee, has sole power over voting and disposition of the shares in this trust. Ms. Foglia has disclaimed any beneficial interest in the shares held by the trust other than any interest she may have as a beneficiary of the trust. |
Mistras Group, Inc. | | | 17 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 18 | | | 2024 Proxy Statement |
Nicholas DeBenedictis | Age: 78 | Director since: 2015 |
Nicholas DeBenedictis served as Chief Executive Officer of Aqua America, Inc. (currently known as Essential Utilities, Inc.) from 1992 until his retirement in July 2015, and has been the Chairman of the Board of Essential Utility since May 1993, becoming the non-executive Chairman of the Board upon his retirement as CEO in 2015 and is now serving on its board as Chairman Emeritus. He also served as Chairman and Chief Executive Officer of Aqua America’s principal subsidiaries, including Aqua Pennsylvania, Inc. Mr. DeBenedictis served as Senior Vice President for Corporate Affairs of PECO Energy Company (now known as Exelon Corporation) from 1989 until 1992; as President of the Greater Philadelphia Chamber of Commerce from December 1986 to April 1989; and as the Secretary of the Pennsylvania Department of Environmental Resources from 1983 to 1986. Mr. DeBenedictis is also a director of Exelon Corporation and P.H. Glatfelter Company, and also serves on the boards of Pennsylvania area non-profit, civic and business organizations. Mr. DeBenedictis received a B.S. in business administration and a M.S. in environmental engineering and science from Drexel University. | |
The Board believes that Mr. DeBenedictis is a qualified candidate because of his knowledge, experience and demonstrated success from serving for over 20 years as the chairman and chief executive officer of a substantial public company. He has also served as an executive of a major electric utility, the head of Pennsylvania’s environmental regulatory agency, and as a director of two other public companies in addition to his role as Chairman at Aqua America, including, from time to time, as a member of the corporate governance, audit, finance and compensation committees of those companies. The Board believes that the experience, insights and knowledge Mr. DeBenedictis possesses from his leadership roles in business and community activities are important qualifications, skills and experience that will provide valuable assistance to the Board and greatly contribute to the overall knowledge of the Board and its ability to address the issues confronting us and the Board. |
Mistras Group, Inc. | | | 19 | | | 2024 Proxy Statement |
James J. Forese | Age: 88 | Director since: 2005 |
James Forese is the retired Operating Partner and Chief Operating Officer of HCI Equity Partners, positions he held when he joined the firm in July 2003 until his retirement in 2018. Prior to joining HCI Equity Partners, Mr. Forese served as Chairman, President and Chief Executive Officer of IKON Office Solutions, Inc. (formerly Alco Standard Corporation) from 1998 to 2002 and retired as Chairman in 2003. Before IKON, Mr. Forese served as Controller and Vice President of Finance at IBM Corporation and Chairman at IBM Credit Corporation. Mr. Forese was a director and Chairman of the audit committee and a member of the compensation committee and environmental, health & safety committee of Progressive Waste Solutions, and non-executive chairman from January 2010 until its merger with Waste Connections, Inc. in January 2017, and serves on the board of directors of several private companies. Mr. Forese also served as a director, audit committee chair and member of the compensation committee of Anheuser-Busch Companies Inc. from April 2003 until November 2008 and was on the board of directors of SFN Group (formerly Spherion Corporation) from 2003 until its acquisition by Randstad North America in September 2011, and was its non-executive chairman and chairman of the corporate governance and nominating committee. Mr. Forese was also formerly a director of Lexmark International, NUI Corporation, Southeast Bank Corporation, Unisource Worldwide, Inc. and American Management Systems, Incorporated. Mr. Forese received a B.E.E. in Electrical Engineering from Rensselaer Polytechnic Institute and an M.B.A. from Massachusetts Institute of Technology. | |
The Board believes Mr. Forese, as a result of his vast experience and demonstrated success as an executive, possesses knowledge and experience in various areas, including business leadership, banking, finance, technology, and public and private company board experience, which strengthens the Board’s overall knowledge, capabilities and experience. In addition, Mr. Forese’s experience with audit committees and his financial and executive positions at HCI Equity Partners and IBM provides the Board with an audit committee financial expert which further strengthens key functions of the Board and Audit Committee, such as oversight of financial reporting and internal controls. |
Mistras Group, Inc. | | | 20 | | | 2024 Proxy Statement |
Richard H. Glanton | Age: 77 | Director since: 2009 |
Richard Glanton is the Founder and has served as Chairman, and Chief Executive Officer of Electedface Inc., a website that connects voters to the elected and appointed officials who represent them in political districts where they serve. Mr. Glanton also established Glanton & Associates, LLC in June 2023, which provides legal services to corporate clients, specializing in financing energy infrastructure. From May 2003 to May 2007, Mr. Glanton served as Senior Vice President of Corporate Development for Exelon Corporation and from 1986 to 2003, he was a partner in the law firm of Reed Smith LLP in Philadelphia. Mr. Glanton previously served on the board of directors of Aqua America, Inc. from 1995 until 2018 and the board of directors of The GEO Group from 1998 until 2022. Mr. Glanton has more than 25 years of legal experience in law firms, over a decade of executive experience and has over 20 years of continuous experience serving on boards of publicly traded companies. Mr. Glanton received a B.A. in English from West Georgia College and a J.D. from University of Virginia School of Law. | |
The Board believes Mr. Glanton’s experience and knowledge in acquisitions, the power utility industry, legal and general business matters, his extensive experience as a director of publicly traded companies and his demonstrated leadership roles in other business activities are important qualifications, skills and experience that benefits the Board. His extensive corporate finance and legal knowledge also contribute to the Board's collective knowledge, capabilities and experience. |
Michelle J. Lohmeier | Age: 61 | Director since: 2019 |
Ms. Lohmeier operates her own consulting firm since her retirement in April of 2021 as a strategic advisor to the Chief Executive Officer of Spirit AeroSystems. She served in this role upon her retirement in 2019 from her position as Senior Vice President and General Manager of Airbus Programs at Spirit AeroSystems, a position she held since June 2015. Prior to joining Spirit AeroSystems, Ms. Lohmeier held many senior positions during her years at Raytheon Company, her last position being Vice President of the Land Warfare Systems product line at Raytheon Missile Systems. In that position, Ms. Lohmeier had responsibility for the development and production of all Army and U.S. Marine Corps missile programs. Previously, Ms. Lohmeier was the program director at Raytheon for the design, development and production implementation of the Standard Missile-6 weapon system for the U.S. Navy. Ms. Lohmeier also served as the production chief engineer for the AMRAAM Program. In addition, Ms. Lohmeier directed Software Engineering at Raytheon, where she was responsible for software development, software quality and configuration management for all Missile Systems programs. She began her career with Hughes Aircraft Company as a system test engineer. Ms. Lohmeier is a director of Kamen Corporation, where she serves on the Audit Committee and the Finance Committee, and Nammo Defense Systems, Inc. In 2023, Ms. Lohmeier became a Director for Smith and Wesson, where she serves on the Compensation Committee and the ESG Committee. Ms. Lohmeier earned a bachelor’s degree and a master’s degree in systems engineering from the University of Arizona. | |
The Board believes that Ms. Lohmeier’s extensive knowledge and experience in the aerospace industry, business acumen and the leadership and executive skills she has demonstrated by serving in senior positions with Spirit AeroSystems and Raytheon along with her public and private company board experience provide an operational perspective that is valuable to the Board and the Company. In addition, Ms. Lohmeier’s extensive aerospace industry knowledge provides the Board with important insight into one of the Company’s strategic growth areas. Ms. Lohmeier’s experience as an operational leader involved in technology development and strategic initiatives also provides a valuable perspective for the Board. |
Mistras Group, Inc. | | | 21 | | | 2024 Proxy Statement |
Charles P. Pizzi | Age: 73 | Director since: 2021 |
Charles Pizzi served as the President and Chief Executive Officer, as well as a director, of Tasty Baking Company from October 2002 until the company’s sale in May 2011. Mr. Pizzi served as President and Chief Executive officer of the Greater Philadelphia Chamber of Commerce from 1989 until October 4, 2002. Mr. Pizzi is a director of Pennsylvania Real Estate Investment Trust (serving as Lead Director and Chair, Nominating and Governance), has been a Trustee of Brandywine Realty Trust since 1996 (currently chair of the Corporate Governance Committee and a member of the Compensation Committee and Executive Committee), a member of the Advisory Board (Philadelphia) of PNC, and serves on a variety of civic, educational, charitable and other boards, including the boards of Drexel University (Trustee Emeritus), WHYY, Franklin Square Energy Fund (serving on the Audit and Nominating and Governance Committees) and Independence Health Group (serving as Chairman). Mr. Pizzi served on the Board of Directors of the Federal Reserve Bank of Philadelphia from 2006 through 2011, including as Chairman from 2010 through 2011. Mr. Pizzi received his bachelor’s degree from La Salle University and a master’s degree from University of Pennsylvania. | |
The Board believes Mr. Pizzi’s knowledge and experience in finance; financial reporting, accounting and controls; capital markets; risk management; extensive financial and risk oversight experience; and public policies adds to the skills and knowledge of the Board. In addition, Mr. Pizzi’s executive leadership and experience as a CEO will assist the Board when making decisions and overseeing the Company’s strategy. |
Manuel N. Stamatakis | Age: 76 | Director since: 2002 |
Manuel Stamatakis is the Chairman of the Board and the Interim President and Chief Executive Officer of the Company, having held those positions since October 9, 2023. Prior to those appointments, Mr. Stamatakis was our lead director since 2010 and was on all our Board committees since we went public (or upon formation in the case of the Environmental, Social and Safety Committee), and was the Chair of the Corporate Governance Committee from 2009 until October 2023. Mr. Stamatakis is also an Officer of Capital Management Enterprises, Inc., a financial services and employee benefits consulting company headquartered in Pennsylvania, which he sold in 2020. Mr. Stamatakis was also a founding member of First Financial Resources, a national financial services organization with over 120 offices nationwide. Over the years, Mr. Stamatakis has served on the boards of numerous not-for-profit, charitable and for-profit organizations, and currently serves, among others, as Chairman of the Board of Visit Philadelphia, where he is also a member of the audit and finance committees; Chairman of Philadelphia Shipyard Development Corporation; and Chairman of the Pennsylvania Supreme Court Investment Advisory Board. Mr. Stamatakis received a B.S. in Industrial Engineering from Pennsylvania State University and received an honorary Doctorate of Business Administration from Drexel University | |
The Board believes that the vast skills, leadership, business experience and success Mr. Stamatakis has demonstrated as a founder and leader of a successful services business provides the Board with important skills, knowledge and experience, particularly those gained from starting and leading a business. Mr. Stamatakis also provides the Board with knowledge of employee benefits and related matters and with strategic and leadership skills as a founder, President and CEO of a business enterprise and as a board member of numerous not-for-profit and for-profit organizations, some of which are very significant in size and scope. |
Mistras Group, Inc. | | | 22 | | | 2024 Proxy Statement |
Sotirios J. Vahaviolos | Age: 77 | Director since: 1978 |
Sotirios Vahaviolos has been the Chairman since he founded Mistras in 1978 under the name Physical Acoustics Corp., and served as Chief Executive Officer through August 9, 2017 and President through May 31, 2016. Prior to founding Mistras, Dr. Vahaviolos was a scientist and manager at AT&T Bell Laboratories. Dr. Vahaviolos received a B.S. in Electrical Engineering and graduated first in his engineering class from Fairleigh Dickinson University and received a Master of Science (EE), Masters in Philosophy and a Ph.D. (EE) from Columbia University School of Engineering. During Dr. Vahaviolos’ career in non-destructive testing, he has been elected Fellow of (1) The Institute of Electrical and Electronics Engineers, (2) The American Society of Nondestructive Testing, and (3) The Acoustic Emission Working Group (AEWG). Dr. Vahaviolos is also a member of The American Society for Nondestructive Testing (ASNT), where he served as its President from 1992-1993 and its Chairman from 1993-1994, a member of AEWG and an honorary life board member of the International Committee for Nondestructive Testing. Additionally, he was the recipient of ASNT’s Gold Medal in 2001 and AEWG’s Gold Medal in 2005. He was also one of the six founders of NDT Academia International in 2008. | |
Dr. Vahaviolos brings to the Board his detailed knowledge and unique perspective and insights regarding the strategic and operational opportunities and challenges, economic and industry trends, and competitive and financial positioning of our business. In addition, his significant experience as the company’s founder, Chairman and CEO, his leadership of our Company for almost four decades during various economic cycles and his role in establishing the Company 45 years ago positions him well to serve as our Executive Chairman. |
| The Board unanimously recommends a vote FOR the election of each of the above-named nominees as directors. | |
Mistras Group, Inc. | | | 23 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 24 | | | 2024 Proxy Statement |
| The Board unanimously recommends a vote FOR the ratification of the appointment of PwC as our independent registered public accounting firm for 2024. | |
Mistras Group, Inc. | | | 25 | | | 2024 Proxy Statement |
| | | PwC Fees 2023 | | | KPMG Fees 2022 | | |
| Audit Fees | | | $1,850,000 | | | $2,394,965 | |
| Audit-Related Fees | | | | | — | | |
| Tax Fees | | | | | — | | |
| All Other Fees | | | 4,650 | | | — | |
| Total | | | $1,854,650 | | | $2,394,965 | |
Mistras Group, Inc. | | | 26 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 27 | | | 2024 Proxy Statement |
| A. | | | New Shares Requested for the Plan | | | 1,300,000 | |
| B. | | | Shares Available under the Plan | | | 455,305 | |
| C. | | | Awards Outstanding(1) | | | 2,029,000 | |
| D. | | | Total Shares Allocated to Plan (A + B + C) | | | 3,784,305 | |
| E. | | | Shares of Common Stock Outstanding | | | 30,641,064 | |
| F. | | | Total Dilution (D / (D + E)) | | | 11.0% | |
(1) | This amount consists of (a) 1,470,000 shares subject to outstanding RSUs, (b) 309,000 shares subject to outstanding PRSUs (assuming performance at the target level), and (c) 250,000 shares subject to outstanding stock options (granted outside the Plan as an inducement award for the Interim President and CEO). |
• | The Amended Plan allows us to grant various forms of equity- and cash-based awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash-based awards, and, in turn, provides us with flexibility to structure appropriate incentives and respond to market-competitive changes in compensation practices. |
• | There is no “evergreen” provision for automatically replenishing the authorized pool of shares available for awards under the Amended Plan. |
• | Repricing of stock options or stock appreciation rights and cash buyouts of underwater stock options or stock appreciation rights is prohibited without shareholder approval. |
1 | For purposes of this proposal, shares subject to PRSUs outstanding under the Plan and shares available for future awards under the Plan are stated assuming performance at the target level with respect to outstanding PRSUs. |
Mistras Group, Inc. | | | 28 | | | 2024 Proxy Statement |
• | The granting of discounted stock options and stock appreciation rights is prohibited. |
• | Except for awards to non-employee directors or awards that are not continued or assumed, the Amended Plan does not provide for “single trigger” vesting of awards upon a change in control. |
• | Dividends or dividend equivalents paid with respect to restricted shares or RSUs granted under the Amended Plan will be subject to the same vesting and forfeiture conditions as the shares or RSUs to which they relate. |
• | Awards are generally subject to minimum vesting of at least one year (subject to a carve out solely for awards of shares to non-employee directors). |
• | Awards made under the Amended Plan are subject to our executive incentive compensation clawback policies and stock ownership guidelines. |
• | The total number of shares covered by an award of stock appreciation rights that is settled in shares will be deemed to have been issued (not just the number of shares issued in settlement of the award) and will not be available for issuance under future grants. |
• | Shares that are used to satisfy the exercise price of an option are deemed to have been issued under the Amended Plan and are not available for issuance under future grants. |
• | The following shares subject to awards under the Amended Plan are deemed not to have been issued and will remain (or again become) available for issuance in respect of new awards under the Amended Plan: (a) shares covered by an option or stock appreciation right that expires, is forfeited or otherwise terminated or canceled for any reason other than exercise, (b) shares covered by restricted stock, restricted stock unit or other stock-based award that is forfeited or otherwise terminated or canceled for any reason, (c) shares covered by an award that is settled in cash or that otherwise terminates without shares being issued, (d) shares covered by an award granted in substitution for an equity-based award of an entity which is acquired by or combined with the Company or any of our subsidiaries and (e) shares withheld in settlement of tax withholding obligations for awards other than options and stock appreciation rights. |
Mistras Group, Inc. | | | 29 | | | 2024 Proxy Statement |
• | Minimum Vesting. The Amended Plan requires that all equity awards must have a vesting period of at least one year following the grant date, except exclusively for equity-based compensation awards made to our non-employee directors. |
• | Re-Pricing Prohibited. In general, the Compensation Committee may not (a) reduce the exercise price or base price under outstanding options or SARs; (b) cancel outstanding options or SARs in exchange for options or SARs with a lower exercise price or base price; or (c) cancel outstanding options or SARs in exchange for cash or other securities at a time when the per share exercise or base price under such options or SARs is higher than fair market value. |
• | Stock Options. Stock options represent the right to purchase shares of our common stock within a specified period of time for a specified price, subject to vesting, forfeiture and other terms and conditions as may be determined by the administrator of the Amended Plan. The purchase price per share must be at least equal to the fair market value per share on the date the option is granted. Stock options granted under the Amended Plan may have a maximum term of ten years. The Compensation Committee has the flexibility to grant stock options to employees that are intended to qualify as “incentive stock options” (within the meaning of Section 422 of the Code) for up to 1,000,000 shares. |
• | Restricted Stock. Restricted stock awards consist of the issuance of shares of our common stock subject to such continuing service and/or performance-based vesting conditions as the Compensation Committee may determine in accordance with the Amended Plan. Dividends on restricted shares will be subject to the same vesting conditions as the shares on which they were paid. |
• | Restricted Stock Units. RSUs represent the contingent right to receive shares of our common stock in the future, subject to such continuing service and/or performance-based vesting conditions as the administrator of the Amended Plan may determine. RSUs that vest may be settled in the form of shares of common stock or in cash (based upon the fair market value of our shares on the applicable settlement date). The holder of an RSU shall have no rights as a shareholder with respect to shares covered by the RSU until the award vests and the shares are issued, except that the Compensation Committee may award dividend equivalent rights with respect to shares covered by an unvested RSU award, subject to the same vesting and payment conditions as the RSUs. |
• | Stock Appreciation Rights (“SARs”). Stock appreciation rights represent the right to receive any appreciation in the fair market value of the shares of our common stock covered by the award from the date the award is granted to the date the award is exercised. SARs are subject to such vesting and forfeiture conditions as the administrator of the Amended Plan may determine. Upon exercise, a vested SAR may be settled in the form of cash or shares of our common stock in an |
Mistras Group, Inc. | | | 30 | | | 2024 Proxy Statement |
• | Other Share-Based Awards; Cash-Based Awards. The administrator of the Amended Plan may grant other forms of awards under the Amended Plan that are denominated or payable in, valued in whole or in part by reference to, or otherwise based upon or related to, shares of our common stock, including, for example, performance share awards, performance unit awards, stock bonus awards and dividend equivalent awards. Any such other awards will be settled in the form of cash and/or shares of our common stock and will be subject to the provisions of the Amended Plan and any other terms and conditions prescribed by the administrator of the Amended Plan. In addition, the Amended Plan authorizes the administrator of the Amended Plan to grant cash-based awards subject to such terms and conditions as that administrator may prescribe. |
Mistras Group, Inc. | | | 31 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 32 | | | 2024 Proxy Statement |
| Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants, and rights | | | Weighted average exercise price of outstanding options, warrants, and rights(1) | | | Number of securities remaining available for future issuance under equity compensation plans | |
| Equity Compensation Plans Approved by Security Holders | | | 1,244(2) | | | — | | | 1,400(3) | |
| Equity Compensation Plans Not Approved by Security Holders | | | 250(4) | | | 5.36 | | | — | |
| Totals | | | 250 | | | 5.36 | | | 1,400 | |
(1) | RSUs and PRSUs do not have an exercise price and therefore are not included in the calculation of the weighted average. |
(2) | Consists of the following awards outstanding under the Plan: |
• | 1,184 unvested RSUs. |
• | 60 unvested PRSUs, reflecting 2023 awards at target less an adjustment due to Company performance below target. |
(3) | Represents shares of common stock available for future awards under the Plan, reflecting an adjustment to outstanding 2023 PRSUs awards due to Company performance below target. |
(4) | Represents shares subject to a stock option issued on October 11, 2023 to Mr. Stamatakis in accordance with the inducement award exception to the stockholder approval requirements of Section 303.08A of NYSE listing rules. |
| The Board unanimously recommends that you vote FOR the approval of the Amended Plan. | |
Mistras Group, Inc. | | | 33 | | | 2024 Proxy Statement |
| The Board unanimously recommends that you vote FOR adoption of the resolution approving on an advisory basis the executive compensation of our named executive officers. | |
Mistras Group, Inc. | | | 34 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 35 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 36 | | | 2024 Proxy Statement |
| | | | | PERCENTAGE OF BASE SALARY | | |||||
| NAME | | | POSITION | | | BONUS PLAN | | | EQUITY PLAN | |
| Dennis Bertolotti | | | President and Chief Executive Officer | | | 100% | | | 200% | |
| Edward Prajzner | | | Sr. Executive Vice President and Chief Financial Officer | | | 100% | | | 125% | |
| Michael Keefe | | | Executive Vice President, General Counsel and Secretary | | | 50% | | | 80% | |
| Michael Lange | | | Sr. Executive Vice President | | | 50% | | | 80% | |
| John Smith(a) | | | Executive Vice President and President of Services | | | 50% | | | 100% | |
(a) | John Smith’s award is pro-rated based upon his appointment as an executive officer on October 1, 2023. His incentive compensation for the other 9 months is based upon his prior role as a Senior Vice President. |
Mistras Group, Inc. | | | 37 | | | 2024 Proxy Statement |
• | Adjusted EBITDA – 50% weight. Adjusted EBITDA means net income before interest, taxes, depreciation, amortization, non-cash stock-based compensation expense, acquisition related items, and other unusual and/or nonrecurring expenses. |
• | Revenue – 25% weight. |
• | Free cash flow – 25% weight. Free cash flow means cash flow from operating activities, less cash used for purchases of property, plant and equipment and intangible assets. |
Mistras Group, Inc. | | | 38 | | | 2024 Proxy Statement |
| Archrock, Inc. | | | CECO Environmental Corp. | |
| CIRCOR International, Inc. | | | Columbus McKinnon Corporation | |
| DMC Global Inc. | | | DXP Enterprises, Inc. | |
| Enerpac Tool Group Corp. | | | Forum Energy Technologies, Inc. | |
| Helix Energy Solutions Group, Inc. | | | Matrix Service Company | |
| MYR Group Inc. | | | Oceaneering International, Inc. | |
| Oil States International, Inc. | | | The Hackett Group, Inc. | |
Mistras Group, Inc. | | | 39 | | | 2024 Proxy Statement |
| CASH BONUS PLAN AND EQUITY PLAN | | | | | | | | |||
| METRIC | | | WEIGHT | | | TARGET | | | RESULT | |
| Revenue | | | 25% | | | $759 | | | $705.5 | |
| Adjusted EBITDA* | | | 50% | | | $80 | | | $66.7 | |
| Free Cash Flow* | | | 25% | | | $38 | | | $3.1 | |
| Executive | | | Discretionary Cash Bonus | | | Discretionary RSU Awards (Units) | |
| Manny Stamatakis | | | $250,000 | | | — | |
| Edward Prajzner | | | $175,000 | | | 17,500 | |
| Michael Keefe | | | $50,000 | | | 10,000 | |
| Michael Lange | | | $35,000 | | | 4,500 | |
| John Smith(1) | | | $30,000 | | | 7.000 | |
(1) | This discretionary portion is for the last three months of the year, when John was an Executive Vice President. John earned a total bonus of $106,175, of which $76,175 was for his role as a Senior Vice President of Operation for the first 9 months of 2023. |
• | Manny accepted the role of Interim President and CEO at a below market rate for his first 6 months in the position. |
• | Manny was and continues to be the driving force behind Project Phoenix, an effort he undertook in late 2022 and throughout 2023 while still serving as a non-employee director. Project Phoenix has yielded significant benefits to the Company due to Manny’s leadership. |
• | The Compensation Committee and the Board can already see the tangible impact Manny is having transforming the Company to be a more disciplined, process driven business, focusing on higher margin business while developing strategies to improve the profitability of our more traditional lower margin business. |
• | Manny has implemented key leadership changes, including the hiring of a Chief Commercial Officer and Chief Transformation Officer. |
Mistras Group, Inc. | | | 40 | | | 2024 Proxy Statement |
• | Ed has been a key leader implementing Project Phoenix and has been a champion of the Project from the beginning. |
• | Ed has demonstrated excellent leadership skills while he has been implementing many of the process and policy changes Manny is leading, helping to fill the void created by the termination of the prior CEO. |
• | Ed has become an executive the Board and Manny rely upon for his knowledge of the business and the skills he has demonstrated in handling various issues that have arisen over the past year. |
• | While handling many projects, implementing many changes and being a valuable change agent, Ed has remained a strong CFO and has developed an excellent finance team. |
Mistras Group, Inc. | | | 41 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 42 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 43 | | | 2024 Proxy Statement |
| NAME AND PRINCIPAL POSITION | | | FISCAL PERIOD | | | SALARY ($)(1) | | | Bonus ($)(2) | | | STOCK AWARDS ($)(3) | | | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4) | | | ALL OTHER COMPENSATION ($)(5) | | | TOTAL ($) | |
| Manuel Stamatakis Chairman and Interim President and Chief Executive Officer (October 9, 2023 to December 31, 2023) | | | 2023 | | | 241,269 | | | 250,000 | | | 868,999 | | | — | | | 2,644 | | | 1,362,912 | |
| Dennis Bertolotti Former President and Chief Executive Officer (through October 9, 2023) | | | 2023 | | | 600,962 | | | | | 1,250,002 | | | — | | | 1,998,158 | | | 3,849,121 | | |
| 2022 | | | 624,038 | | | | | 1,250,000 | | | 161,458 | | | 26,737 | | | 2,062,233 | | ||||
| 2021 | | | 544,229 | | | | | 1,243,571 | | | 716,928 | | | 22,733 | | | 2,527,461 | | ||||
| Edward J. Prajzner Sr. Executive Vice President and Chief Financial Officer | | | 2023 | | | 450,769 | | | 175,000 | | | 634,301 | | | — | | | 22,787 | | | 1,282,857 | |
| 2022 | | | 399,375 | | | | | 400,000 | | | 82,667 | | | 19,812 | | | 901,854 | | ||||
| 2021 | | | 356,728 | | | | | 385,458 | | | 343,658 | | | 16,619 | | | 1,102,463 | | ||||
| Michael C. Keefe Executive Vice President, General Counsel and Secretary | | | 2023 | | | 325,187 | | | 50,000 | | | 250,980 | | | — | | | 29,146 | | | 655,313 | |
| 2022 | | | 313,726 | | | | | 251,040 | | | 40,533 | | | 30,217 | | | 635,516 | | ||||
| 2021 | | | 309,011 | | | | | 293,647 | | | 195,628 | | | 20,560 | | | 818,846 | | ||||
| Michael J. Lange Sr. Executive Vice President | | | 2023 | | | 280,007 | | | 35,000 | | | 224,000 | | | — | | | 35,121 | | | 574,128 | |
| 2022 | | | 280,000 | | | | | 224,000 | | | 36,167 | | | 27,796 | | | 567,963 | | ||||
| 2021 | | | 280,000 | | | | | 391,784 | | | 226,923 | | | 26,701 | | | 925,408 | | ||||
| John Smith Executive Vice President and President of Services | | | 2023 | | | 397,498 | | | 30,000 | | | 260,375 | | | 76,175 | | | 10,788 | | | 774,836 | |
(1) | Mr. Stamatakis’ salary includes $135,500 fees Mr. Stamatakis received for serving as a non-employee director through October 8, 2023. |
(2) | This column represents cash payments of discretionary bonuses awarded and paid after the conclusion of the year but are based upon the named executive officer’s performance during the year. |
(3) | This column represents the value of RSUs, PSUs or performance-based RSUs, and stock options based upon their grant date fair value for stock compensation computed in accordance with FASB ASC Topic 718, as described in Note 13 to the audited financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2023. For Mr. Stamatakis, this includes stock awards valued at $109,999 for serving as a non-employee director through October 8, 2023. |
(4) | The amounts in this column represent the cash payments under the annual incentive program made to each named executive officer after the conclusion of the fiscal period, based upon the Company’s performance against financial metrics during the fiscal period. For Mr. Smith, this amount represents his payment under a different compensation plan under which he was compensated for his role for the first 9 months of 2023. |
Mistras Group, Inc. | | | 44 | | | 2024 Proxy Statement |
(5) | For All Other Compensation, no named executive officer other than Mr. Bertolotti, received any perquisite or personal benefit which individually exceeded $25,000 and consisted of vehicle allowance or usage, group life insurance and Company matching of 401(k) plan contributions. For Mr. Bertolotti, all other consisted of (a) severance of $1,961,946 consisting of $1,875,000 for 1-1/2 years of salary and bonus plus various other benefits, and (b) $36,212 consisting of group life, use of company vehicle and company matching of 401(K) plan contributions. |
| | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | ||||||||
| NAME | | | GRANT DATE | | | THRESHOLD ($) | | | TARGET ($) | | | MAXIMUM ($) | |
| Dennis Bertolotti | | | (1) | | | $437,500 | | | $625,000 | | | $1,250,000 | |
| Edward Prajzner | | | (1) | | | $350,000 | | | $500,000 | | | $1,000,000 | |
| Michael Keefe | | | (1) | | | $115,290 | | | $164,700 | | | $329,400 | |
| Michael Lange | | | (1) | | | $98,000 | | | $140,000 | | | $280,000 | |
| John Smith | | | (2) | | | $39,375 | | | $56,250 | | | $112,500 | |
(1) | Amounts are potential payouts under the Company’s cash bonus plan for named executive officers for 2023, which are based on Company performance. The threshold assumes minimum performance, which pays at 70% of target award; maximum assumes performance at or above the levels needed for maximum payout, which pays out at 200% of target award level. No amounts are paid if performance is below the minimum performance level. The actual awards earned for 2023 are included under the Non-Equity Incentive Plan Compensation in the Summary Compensation Table for 2023. |
(2) | Mr. Smith was under a different plan for the first 9 months of 2023 because of his prior role as Senior Vice President, Operations. These amounts are the pro rata portion of his potential payouts under the executive plan for his 3 months in the role of Executive Vice President and President of Services. |
| | | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | ||||||||
| NAME | | | GRANT DATE | | | THRESHOLD (#) | | | TARGET (#) | | | MAXIMUM (#) | |
| Dennis Bertolotti | | | (1) | | | 102,941 | | | 147,059 | | | 294,118 | |
| Edward Prajzner | | | (1) | | | 45,294 | | | 64,706 | | | 129,412 | |
| Michael Keefe | | | (1) | | | 20,669 | | | 29,527 | | | 59,054 | |
| Michael Lange | | | (1) | | | 18,447 | | | 26,353 | | | 52,706 | |
| John Smith | | | (2) | | | 13,578 | | | 19,397 | | | 38,794 | |
(1) | Amounts are potential payouts of RSUs under the Company’s equity plan for named executive officers, which is 100% performance based. The threshold assumes minimum performance, which pays at 70% of target award and maximum assumes performance at or above the levels needed for maximum payout, which pays out at 200% of target award. No amounts are paid if performance is below the minimum performance level. The actual awards earned for 2023 are included under the Non-Equity Incentive Plan Compensation in the Summary Compensation Table for 2023. |
(2) | Mr. Smith was under a different plan for the first 9 months of 2023 because of his prior role as Senior Vice President, Operations. These amounts are the pro rata portion of his potential payouts under the executive plan for his 3 months in the role of Executive Vice President and President of Services. |
Mistras Group, Inc. | | | 45 | | | 2024 Proxy Statement |
| | | STOCK AWARDS | | ||||||||||
| NAME | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value Of Shares Or Units Of Stock That Have Not Vested ($)(1)(3) | | | Equity Incentive Plan Awards: Number Of Unearned Shares, Units Or Other Rights That Have Not Vested (#)(2) | | | Equity Incentive Plan Awards: Market Or Payout Value Of Unearned Shares, Units Or Other Rights That Have Not Vested ($)(2)(3) | |
| E. Prajzner | | | 56,471 | | | 413,368 | | | 64,706 | | | 473,648 | |
| M. Keefe | | | 31,334 | | | 229,365 | | | 29,527 | | | 216,138 | |
| M. Lange | | | 41,598 | | | 304,497 | | | 26,353 | | | 192,904 | |
| J. Smith | | | 64,057 | | | 468,897 | | | 19,397 | | | 141,986 | |
(1) | These columns represent unvested RSUs which have only time-based vesting restrictions remaining. |
(2) | These columns represent performance based RSUs granted for 2023, at the target award level. |
(3) | The market value is the number of shares or units multiplied by $7.32, the closing price of our common stock on December 29, 2023. |
| | | OPTION AWARDS | | ||||||||||
| NAME | | | Number Of Shares Or Units Of Stock That Have Not Vested (#)(1) Exercisable | | | Number Of Shares Or Units Of Stock That Have Not Vested (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | |
| M. Stamatakis | | | 250,000 | | | — | | | 5.36 | | | 10/10/2033 | |
| | | STOCK AWARDS | | ||||
| NAME | | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | | | VALUE REALIZED ON VESTING ($) | |
| Dennis Bertolotti(1) | | | 301,421 | | | 2,019,236 | |
| Edward Prajzner | | | 27,319 | | | 163,587 | |
| Michael Keefe | | | 20,660 | | | 121,431 | |
| Michael Lange | | | 27,373 | | | 155,601 | |
| John Smith | | | 18,009 | | | 106,442 | |
(1) | Includes 253,537 RSUs valued at $1,741,799 at vesting upon the effective date of Mr. Bertolotti’s separation agreement. |
Mistras Group, Inc. | | | 46 | | | 2024 Proxy Statement |
| Jurisdiction | | | Number of Employees as of 12/31/2023 | |
| Total U.S. Employees | | | 3,030 | |
| Total Non-U.S. Employees | | | 1,565 | |
| Total Worldwide Employees used for de minimis exemption calculation | | | 4,595 | |
| Excluded Jurisdictions | | | | |
| Belgium | | | 25 | |
| Brazil | | | 150 | |
| Greece | | | 30 | |
| India | | | 15 | |
| Total Excluded Employees | | | 220 | |
| Percentage of Worldwide Employees excluded under de minimis exemption | | | 4.8% | |
| (a) Median of the annual total compensation of all our employees, other than the CEO: | | | $70,560 | |
| (b) Annual total compensation of our CEO: | | | $2,464,378 | |
| (c) Ratio of (a) above to (b) above: | | | 1 to 34.9 | |
Mistras Group, Inc. | | | 47 | | | 2024 Proxy Statement |
| Pay Versus Performance - PEO | | ||||||||||||||||||||||||
| | | | | | | | | | | Value of initial fixed $100 investment based on | | | | | | ||||||||||
| Year | | | Summary compensation table total for PEO (Bertolotti) | | | Summary compensation table total for PEO (Stamatakis) | | | Compensation actually paid to PEO ( | | | Compensation actually paid to PEO ( | | | Total shareholder return | | | Peer group total shareholder return | | | Net income (thousands) | | | Adjusted EBITDA (thousands) | |
| 2023 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | ($ | | | $ | |
| 2022 | | | $ | | | | | $ | | | | | $ | | | $ | | | $ | | | $ | | ||
| 2021 | | | $ | | | | | $ | | | | | $ | | | $ | | | $ | | | $ | | ||
| 2020 | | | $ | | | | | $ | | | | | $ | | | $ | | | ($ | | | $ | |
| Pay Versus Performance – Non-PEO Named Executive Officers | | ||||||||||||||||||
| | | | | | | Value of initial fixed $100 investment based on | | | | | | ||||||||
| Year | | | Average summary compensation table total for non-PEO named executive officers* | | | Average compensation actually paid to non-PEO named executive officers* | | | Total shareholder return | | | Peer group total shareholder return | | | Net income (thousands) | | | Adjusted EBITDA (thousands) | |
| 2023 | | | $ | | | $ | | | $ | | | $ | | | ($ | | | $ | |
| 2022 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| 2021 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| 2020 | | | $ | | | $ | | | $ | | | $ | | | ($ | | | $ | |
* | The non-PEO named executive officers for each year were: |
| 2023 | | | 2022 | | | 2021 | | | 2020 | |
| E. Prajzner | | | E. Prajzner | | | E. Prajzner | | | E. Prajzner | |
| M. Keefe | | | M. Keefe | | | M. Keefe | | | M. Lange | |
| M. Lange | | | M. Lange | | | M. Lange | | | S. Vahaviolos | |
| J. Smith | | | S. Vahaviolos | | | S. Vahaviolos | | | J. Wolk | |
| | | J. Wolk | | | J. Wolk | | | |
Mistras Group, Inc. | | | 48 | | | 2024 Proxy Statement |
| | | PEO (Bertolotti) | | | PEO (Stamatakis) | | ||||||||||
| | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2023 | | |
| Summary compensation table total | | | $ | | | $ | | | $ | | | $ | | | $ | |
| Less Stock awards in summary compensation table | | | ($ | | | ($ | | | ($ | | | ($ | | | ($ | |
| Plus the fair value as of the end of the year of all awards granted during the year that are outstanding and unvested as of the end of the fiscal year | | | | | $ | | | $ | | | $ | | | | ||
| Plus the increase or minus the decrease in fair value as of the end of the year from the fair value as of end of the prior year of any awards granted in any prior year that are outstanding and unvested as of the end of the year | | | | | ($ | | | ($ | | | ($ | | | | ||
| Plus, awards that are granted and vest during the year, the fair value as of the vesting date | | | | | | | | | | | $ | | ||||
| Plus the increase or minus the decrease in the fair value as of the vesting date from fair value as of the end of the prior year of any awards granted in any prior year which vested as of the end of or during the year | | | $ | | | ($ | | | ($ | | | ($ | | | | |
| Compensation actually paid | | | $ | | | | | $ | | | $ | | | $ | |
| Non-PEO named executive officers | | ||||||||||||
| | | 2023 | | | 2022 | | | 2021 | | | 2020 | | |
| Summary compensation table total | | | $ | | | $ | | | $ | | | $ | |
| Less Stock awards in summary compensation table | | | ($ | | | ($ | | | ($ | | | ($ | |
| Plus the fair value as of the end of the year of all awards granted during the year that are outstanding and unvested as of the end of the fiscal year | | | $ | | | $ | | | $ | | | $ | |
| Plus the increase or minus the decrease in fair value as of the end of the year from the fair value as of end of the prior year of any awards granted in any prior year that are outstanding and unvested as of the end of the year | | | $ | | | ($ | | | ($ | | | ($ | |
| Plus, awards that are granted and vest during the year, the fair value as of the vesting date | | | | | | | | | | ||||
| Plus the increase or minus the decrease in the fair value as of the vesting date from fair value as of the end of the prior year of any awards granted in any prior year which vested as of the end of or during the year | | | $ | | | ($ | | | ($ | | | ($ | |
| Compensation actually paid | | | $ | | | $ | | | $ | | | $ | |
Mistras Group, Inc. | | | 49 | | | 2024 Proxy Statement |
2023 and 2022 | | | 2021 and 2020 |
Archrock, Inc. | | | Aegion Corporation |
CECO Environmental Corp. | | | Archrock, Inc. |
CIRCOR International, Inc. | | | CECO Environmental Corp. |
Columbus McKinnon Corporation | | | CIRCOR International, Inc. |
DMC Global Inc. | | | Columbus McKinnon Corporation |
DXP Enterprises, Inc. | | | DMC Global Inc. |
Enerpac Tool Group Corp. | | | DXP Enterprises, Inc. |
Forum Energy Technologies, Inc. | | | Enerpac Tool Group Corp. |
Helix Energy Solutions Group, Inc. | | | Forum Energy Technologies, Inc. |
Matrix Service Company | | | Helix Energy Solutions Group, Inc. |
MYR Group Inc. | | | Matrix Service Company |
Oceaneering International, Inc. | | | MYR Group Inc. |
Oil States International, Inc. | | | Oceaneering International, Inc. |
The Hackett Group, Inc. | | | Oil States International, Inc. |
| | SEACOR Holdings Inc. | |
| | Team, Inc. | |
| | The Hackett Group, Inc. |
![](https://www.sec.gov/Archives/edgar/data/0001436126/000114036124017926/ny20018763x1_table01.jpg)
Mistras Group, Inc. | | | 50 | | | 2024 Proxy Statement |
![](https://www.sec.gov/Archives/edgar/data/0001436126/000114036124017926/ny20018763x1_table02.jpg)
![](https://www.sec.gov/Archives/edgar/data/0001436126/000114036124017926/ny20018763x1_table03.jpg)
Mistras Group, Inc. | | | 51 | | | 2024 Proxy Statement |
• | If an executive officer’s employment is terminated by the Company without cause or he terminates employment for good reason in a situation not involving a change in control, the executive officer will receive 12 months of base salary plus a pro rata portion of the annual cash bonus for the year in which employment is terminated. |
• | If the executive officer’s employment is terminated by the Company without cause or he terminates employment for good reason, in either case within 6 months before or 1 year after a change in control (two years in the case of Mr. Smith), he will receive 18 months of base salary plus 1-1/2 times his annual cash bonus at the executive officer’s target bonus opportunity. |
Mistras Group, Inc. | | | 52 | | | 2024 Proxy Statement |
| CIRCUMSTANCE OF TERMINATION | | | SALARY | | | INCENTIVE BONUS(1) | | | UNVESTED EQUITY AWARDS(2) | | | HEALTHCARE BENEFITS | | | TOTAL | |
| No Change in Control | | |||||||||||||||
| Edward Prajzner | | | $500,000 | | | — | | | $107,026 | | | $14,340 | | | $621,366 | |
| Michael Keefe | | | $329,400 | | | — | | | — | | | $9,427 | | | $338,827 | |
| Michael Lange | | | $280,000 | | | — | | | $97,641 | | | $4,693 | | | $382,334 | |
| John Smith | | | $450,000 | | | — | | | $55,486 | | | $13,861 | | | $519,347 | |
| Change in Control | | |||||||||||||||
| Edward Prajzner | | | $750,000 | | | $750,000 | | | $887,016 | | | $14,340 | | | $2,401,356 | |
| Michael Keefe | | | $494,100 | | | $247,050 | | | $445,503 | | | $9,427 | | | $1,196,079 | |
| Michael Lange | | | $420,000 | | | $210,000 | | | $497,372 | | | $4,693 | | | $1,132,065 | |
| John Smith | | | $675,000 | | | $337,500 | | | $757,283 | | | $13,861 | | | $1,783,644 | |
(1) | Does not include amounts paid under the column Non-Equity Incentive Plan Compensation in the Summary Compensation Table, which would be paid as well. |
(2) | In the case of a change of control, includes 2023 performance-based RSUs at target. For Mr. Keefe, he has reached retirement age, so under the terms of his awards would continue to vest post-termination and therefore are not included for purposes of termination without change of control; the value is included for change in control because the unvested awards would vest immediately. |
Mistras Group, Inc. | | | 53 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 54 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 55 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 56 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 57 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 58 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 59 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 60 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 61 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 62 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 63 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 64 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 65 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 66 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 67 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 68 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 69 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 70 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 71 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 72 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 73 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 74 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 75 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 76 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 77 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 78 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 79 | | | 2024 Proxy Statement |
Mistras Group, Inc. | | | 80 | | | 2024 Proxy Statement |
| RECONCILIATION OF NET LOSS (GAAP) TO ADJUSTED EBITDA (NON-GAAP): | | |||
| | | FOR THE YEAR ENDED DECEMBER 31, 2023 | | |
| GAAP: Net loss | | | ($17,445) | |
| Less: Net income attributable to noncontrolling interests, net of taxes | | | 8 | |
| Net loss attributable to Mistras Group, Inc. | | | ($17,453) | |
| Interest expense | | | 16,761 | |
| Benefit for income taxes | | | (1,220) | |
| Depreciation and amortization | | | 34,099 | |
| Share-based compensation expense | | | 5,147 | |
| Goodwill impairment charges | | | 13,799 | |
| Reorganization and other related costs, net | | | 12,269 | |
| Legal settlement and insurance recoveries, net | | | 1,058 | |
| Acquisition-related expense, net | | | 9 | |
| Foreign exchange loss | | | 1,331 | |
| Non-GAAP: Adjusted EBITDA | | | $65,800 | |
| RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES (GAAP) TO FREE CASH FLOW (NON-GAAP): | | |||
| | | FOR THE YEAR ENDED DECEMBER 31, 2023 | | |
| GAAP: Net cash provided by operating activities | | | $26,748 | |
| Less: | | | | |
| Purchases of property, plant and equipment | | | (20,854) | |
| Purchases of intangible assets | | | (2,795) | |
| Non-GAAP: Free cash flow | | | $3,099 | |
Mistras Group, Inc. | | | 81 | | | 2024 Proxy Statement |