DEF 14A of Mistras Group, Inc., Apr 9, 2025

DEF 14A of Mistras Group, Inc.

Filed Apr 9, 2025 · FY20240001140361-25-013050

Open on EDGAR

  1. Director Compensation

    Director Compensation For 2024, the compensation program for our non-employee directors (other than Dr. Vahaviolos) provided for cash fees of $22,500 per quarter ($90,000 annually) and semi-annual equity grants of $55,000 ($110,000 annually) in shares of our common stock. The committee chairpersons received additional quarterly cash fees of $3,875 for the Audit Committee and $3,125 for the other committees and our Lead Director received $33,000 annually for those responsibilities. The following is the compensation paid to our non-employee directors in 2024.

  2. Director Compensation

    | | FEES EARNED IN CASH | STOCK AWARDS(1) | ALL OTHER COMPENSATION | TOTAL | | Nicholas DeBenedictis | $90,000 | $110,000 | | $200,000 | | James Forese | $151,000 | $110,000 | | $261,000 | | Richard Glanton | $102,500 | $110,000 | | $212,500 | | Michelle Lohmeier | $102,500 | $110,000 | | $212,500 | | Charles Pizzi | $90,000 | $110,000 | | $200,000 | | Sotirios Vahaviolos(2) | $200,000 | | $100,000 | $300,000 |

  3. Director Compensation

    | (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. |

  4. Director Compensation

    | (2) Dr. Vahaviolos continued to be employed as a strategic advisor to the CEO, a position he assumed immediately upon his retirement as Executive Chairman in 2023. 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. |

  5. Director Compensation

    For 2025, our non-employee independent directors will be paid a quarterly fee of $25,000 ($100,000 annually) and will receive an annual stock grant of $115,000 of Mistras common stock immediately after the 2025 Annual Meeting. The Audit Committee and Compensation Committee chairs will also receive additional cash fees of $3,825 per quarterly and the other committee chairs will receive additional cash fees of $3,125 per quarter. The Lead Director will continue to be paid an annual fee of $33,000 (payable quarterly).

  6. Director Compensation

    | Mistras Group, Inc. | 12 | 2025 Proxy Statement |

  7. Election of Directors

    Election of Directors At the recommendation of the Corporate Governance Committee, the Board has recommended that all the current directors be nominated for election to the Board. Directors who are elected at the 2025 Annual Meeting will serve a one-year term expiring at the 2026 annual shareholders meeting or until their successors have been elected and qualified, or until their death or resignation. The following contains the background, experience and other information about the nominees. Following each nominee’s biographical information, we have provided information concerning the particular experience, qualifications, attributes and/or skills that contributed to the determination by the Corporate Governance Committee and the Board that the nominee should serve as a director. Several of our independent directors serve or have served on boards and board committees (including, in many cases, as committee chairs) of other public companies, which we believe provides them with additional board leadership and governance experience, exposure to best practices, and substantial knowledge and skills that further enhance the functioning of our Board. In addition, James Forese, Richard Glanton and Manny Stamatakis have been on our Board for over fifteen years, and all of them have a wealth of knowledge about our business, industry and corporate culture that provides great value to the functioning and decision-making of the Board. We believe that each nominee for election as director will be able to serve if elected. If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board.

  8. Election of Directors

    | Mistras Group, Inc. | 18 | 2025 Proxy Statement |

  9. Election of Directors

    NOMINEES:

  10. Election of Directors

    | Nicholas DeBenedictis | Age: 79 | 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 former 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. |

  11. Election of Directors

    | Mistras Group, Inc. | 19 | 2025 Proxy Statement |

  12. Election of Directors

    | James J. Forese | Age: 89 | 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, Inc. 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. |

  13. Election of Directors

    | Mistras Group, Inc. | 20 | 2025 Proxy Statement |

  14. Election of Directors

    | Richard H. Glanton | Age: 78 | Director since: 2009 | | | Richard Glanton founded ElectedFace Inc. in 2010, a social media platform that connects voters to elected officials who represent their political districts across America. Mr. Glanton established Glanton & Associates, LLC in June 2023, to provide corporate political & legal services. From May 2003 to May 2008, Mr. Glanton was a Senior Vice President of Corporate Development for mergers & acquisitions for Exelon Corporation and a partner at Reed Smith LLP in Philadelphia from 1986 to 2003. Mr. Glanton has served on Boards of Directors’ of several NYSE companies including Philadelphia Suburban Corporation /Aqua America, Inc. from 1995 until 2019, GEO Group Inc.,1998 until 2022, PECO Energy/ Exelon Corporation from 1990 to 2003, and General Accident Insurance Company of North America/ Commercial General Union from 1983 to 2004, of the EU stock Exchange. Mr. Glanton was President of Barnes Foundation from 1990 to 1998 in the decade of the 90s’ when it was very prominent in the art world. Mr. Glanton has more than 40 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 public 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. |

  15. Election of Directors

    | Mistras Group, Inc. | 21 | 2025 Proxy Statement |

  16. Election of Directors

    | Michelle J. Lohmeier | Age: 62 | Director since: 2019 | | | Michelle 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 became a director of Kamen Corporation in 2020, where she served on the Audit, Governance and Finance Committees until the Company was sold in 2024. She is also a Director of Smith and Wesson where she serves on the Compensation Committee, Sustainability Committee and the Audit Committee. Ms. Lohmeier has also consulted for Nammo Inc. since 2020. 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. |

  17. Election of Directors

    | Mistras Group, Inc. | 22 | 2025 Proxy Statement |

  18. Election of Directors

    | Charles P. Pizzi | Age: 74 | Director since: 2021 | | | Charles Pizzi is the retired president, director and chief executive officer of Tasty Baking Company, manufacturer of Tastykake branded snack cakes. He served in these positions from 2002 to May 2011. Prior to leading Tasty Baking Company, Mr. Pizzi served as president and chief executive officer of the Greater Philadelphia Chamber of Commerce, vice chairman of the American Chamber of Commerce Executives and chairman of the Metro Council of Presidents. His career includes work with the transition teams for the former Pennsylvania Governor Tom Ridge and the former Philadelphia Mayor Ed Rendell, as well as commerce director for the City of Philadelphia. Mr. Pizzi current serve as the chairman of the board of directors of Independence Health Group, where he has been a member since 1991; a trustee of Brandywyne Realty Trust since 1996 (is currently chair of the Corporate Governance Committee and a member of the Compensation Committee and Executive Committee); a trustee of Pennsylvania Real Estate Investment Trust since May 2013; and a trustee emeriti of Drexel University. Mr. Pizzi was a director of the Federal Reserve Bank of Philadelphia from 2006 to December 2011, serving as chairman from January 2010 to December 2011. He also previously served as a director of the Philadelphia Stock Exchange from 1998 until it was acquired by NASDAQ in July 2008; on the board of governors of NASDAQ OMX PHLX, Inc. from August 2008 to March 2009; as a director of Allied Security Holdings LLC from 2011 to 2016; and as a director of PHH Corporation from 2011 to 2018. Mr. Pizzi holds a bachelor’s degree from LaSalle University and a master’s degree from the 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. |

  19. Election of Directors

    | Mistras Group, Inc. | 23 | 2025 Proxy Statement |

  20. Election of Directors

    | Natalia Shuman | Age: 52 | Director since: January 1, 2025 | | | Natalia Shuman is our President and Chief Executive Officer, taking over this position on January 1, 2025. Prior to joining MISTRAS, from October 2021 until October 2024. Ms. Shuman was an executive at Eurofins Scientific Group (“Eurofins), a global leader in the testing, inspection, and certification (“TIC”) industry. Ms. Shuman served as Executive Vice President - Europe and Asia and as President - Biopharma and AgTech Services at Eurofins, and also served as a member of the Group Operating Council during her tenure at Eurofins. Prior to joining Eurofins, Ms. Shuman served from April 2017 to September 2021 as the Chief Executive Officer of Bureau Veritas - North America, Inc. (“Bureau Veritas”), also a leader in the TIC industry, where she oversaw approximately 7,000 people, 130 branches and laboratories across the US, Canada and Mexico and served on the Company’s executive committee. Prior to joining Bureau Veritas, Ms. Shuman spent over 20 years at Kelly Services, a US-based staffing and HR outsourcing company. At Kelly Services, Ms. Shuman served as a head of international business, overseeing Asia Pacific and EMEA regions and led large accounts operations serving Kelly’s customers. Ms. Shuman’s 20+ year tenure at Kelly included progressive leadership positions in New York, and several international assignments including leading Kelly’s JV with a Japanese staffing company, the largest in North Asia. On behalf of Kelly Services, Ms. Shuman served on the board of directors of the World Employment Confederation (WEC) in Brussels during part of her time at Kelly Services. Ms. Shuman received a dual MBA from Columbia Business School and London Business School. | | | The Board values the knowledge and experience that Ms. Shuman brings to the Board because of the more than two decades of leadership experience, including having held executive roles at prominent global organizations in the TIC industry. The Board believes Ms. Shuman’s proven leadership and knowledge of the TIC industry brings skills that enhances the Board industry knowledge and strategy to lead the Company into the future. |

  21. Election of Directors

    | Mistras Group, Inc. | 24 | 2025 Proxy Statement |

  22. Election of Directors

    | Manuel Stamatakis | Age: 77 | Director since: 2002 | | | Manuel Stamatakis has been the Executive Chairman of the Board since October 9, 2023 and served as Interim President and Chief Executive Officer of the Company from October 9, 2023 to December 31, 2024. 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. Furthermore, during his tenure as Chairman and Interim CEO, Mr. Stamatakis led the Company’s transition in 2023 and 2024 to improve shareholder value, which resulted in a significant increase in the Company’s overall market value and in 2024 the Company experienced its best EBITDA Margin and Operating Income since 2016. |

  23. Election of Directors

    Vote Required and Recommendation of the Board. The seven nominees receiving the greatest number of votes cast for their election as directors will be elected. The Board intends to vote all proxies for the election of each of these nominees unless you indicate otherwise on your proxy card or pursuant to your voting instructions.

  24. Election of Directors

    | The Board unanimously recommends a vote FOR the election of each of the above-named nominees as directors. |

  25. Election of Directors

    | Mistras Group, Inc. | 25 | 2025 Proxy Statement |

  26. Compensation Discussion and Analysis

    | | | PERCENTAGE OF BASE SALARY | | | NAME | POSITION | BONUS PLAN | EQUITY PLAN | | Manny Stamatakis | President and Chief Executive Officer | 100% | – | | Edward Prajzner | Sr. Executive Vice President and Chief Financial Officer | 100% | 125% | | Hani Hammad | Executive Vice President and Chief Operating Officer | 50% | 100% | | Gennaro D’Alterio | Executive Vice President and Chief Commercial Officer | 50% | 80% | | John Smith(a) | Executive Vice President and President of Services | 50% | 100% |

  27. Compensation Discussion and Analysis

    Pursuant to his employment agreement, Chairman and Interim President and CEO Manny Stamatakis did not participate in the equity plan, as the Compensation Committee elected to grant him an option to purchase 250,000 shares of our common stock on October 11, 2023, vesting on October 12, 2023, with an exercise price of $5.36, the closing price of our stock on the NYSE of the October 11, 2023 grant date. The Committee also granted Manny Stamatakis 125,000 RSUs on May 14, 2024, which vest in one year, to recognize his performance during his first 6 months as Interim President and CEO.

  28. Compensation Discussion and Analysis

    The targets for these metrics were based upon the Company’s 2024 internal plan and budget established early in the year. The Compensation Committee selected these metrics because the Compensation Committee believed these metrics would incentivize the executive team to focus on key drivers of performance to improve shareholder value. A minimum of 97.5% of the target performance level for revenue was required to be achieved for an executive officer to receive any award for that metric. At 97.5% of the target performance level, the executive officer would receive 70% of his or her target award related to revenue. If performance is between 97.5% and 100% of the target performance level for revenue, the executive officer would receive a percentage of his or her target award for revenue based upon a straight-line interpolation between 70% and 100%, with each 0.5% increase in performance against target above the 97.5% performance level equating to a 6% increase in percentage of the earned award. If the performance for revenue exceeded 100% of the target performance level, the executive officer would receive more than 100% of his or her target award related to that metric, to a maximum of 200% of his or her target award if the performance for revenue equals or exceeds 112.5% of the target performance level. If performance was between 100% and 112.5% of target performance level for revenue, the executive officer would receive a percentage of his or her target award for that metric based upon a straight-line interpolation between 100% and 200%, with each 1% increase in performance against target above the 100% level equating to an 8% increase in percentage of the earned award. As for Adjusted EBITDA and free cash flow, the minimum performance for an executive officer to earn any award for those metrics was 90% of target. At the minimum threshold of 90% of target, the executive would earn 50% of his or her target award. If performance is between 90% and 100% of the target performance level for Adjusted EBITDA or free cash flow, the executive officer would receive a percentage of his or her target award for that metric based upon a straight-line interpolation between 50% and 100%, with each 1% increase in performance against target above the 90% performance level equating to a 5% increase in percentage of the earned award. If the performance for Adjusted EBITDA or free cash flow exceeded 100% of the target performance level, the executive officer would receive more than 100% of his or her target award related to the metric, to a maximum of 200% of his or her target award if the performance level for the metric equals or exceeds 120% of the target performance level. If performance was between 100% and 120% of target performance level for Adjusted EBITDA or free cash flow, the executive officer would receive a percentage of his or her target award for the metric based upon a straight-line interpolation between 100% and 200%, with each 1% increase in performance against target above the 100% level equating to an 5% increase in percentage of the earned award. The equity plan target awards for each executive officer related to the performance metrics were established in performance RSUs, based upon a stock price of $8.76 per share, the average stock price in March over the three trading days after we released earnings for the year ended 2023. At the end of the year, an executive earns RSUs based upon our performance against the metrics which is then applied to the executive officer’s target award of RSUs. For example, if an executive officer has a target award of 10,000 RSUs for the three performance-based metrics, and the Company performance results in the executive officer achieving 80% of the target award, that executive officer would be awarded 8,000 RSUs for the equity plan. The performance RSUs an executive officer receives will vest 25% per year on December 31 of each of the years following the year for which the RSUs were earned. If an executive officer retires at the age of 65 or older, the executive officer will continue to hold the RSUs post-retirement and the RSUs will continue to vest if the executive officer complies with non-compete and non-solicitation restrictions. If the executive officer violates these restrictions, the RSUs will be forfeited, and he or she will be required to repay the Company all value realized from post-retirement vesting of any RSUs.

  29. Compensation Discussion and Analysis

    BENCHMARKING AND THE ROLE OF COMPENSATION CONSULTANT To assist in the assessment of the appropriateness and competitiveness of our compensation programs, management and the Compensation Committee, with the assistance of Pay Governance, developed a compensation peer group. In deciding the companies to include in the compensation peer group, management and the Compensation Committee focused on companies that are involved in or related to the asset protection, testing, inspection or similar industrial business services, and primarily selected firms that were generally in the range of 50% to 200% of our size with respect to revenues and/or market capitalization. This peer group is evaluated periodically to ensure continued relevance and applicability, which was last performed in 2024. The 2024 compensation peer group (which is the same as 2023) consists of the following companies:

  30. Compensation Discussion and Analysis

    Bonus Plan and Equity Plan Results The Company was below target and just above threshold for Adjusted EBITDA and below the minimum threshold for revenue and free cash flow for 2024 under the bonus plan and the equity plan, which had identical metrics and targets. Accordingly, our named executive officers earned 31.5% of their target incentive awards for each plan for 2024. Set forth below for the plans are the performance metrics and the weight, target performance and 2024 results for each metric.

  31. Compensation Discussion and Analysis

    | CASH BONUS PLAN AND EQUITY PLAN | | | | | METRIC | WEIGHT | TARGET | RESULT | | Revenue | 25% | $749 | $729.6 | | Adjusted EBITDA* | 60% | $91.1 | $82.5 | | Free Cash Flow* | 15% | $38 | $27.1 |

  32. Compensation Discussion and Analysis

    | | Cash Bonus Plan Awards ($) | | Equity Incentive Plan Awards (RSUs) (#) | | | Name | Target | Earned | Target | Earned | | Manuel Stamatakis(a) | 625,000 | 196,875 | – | – | | Edward Prajzner | 500,000 | 157,500 | 71,347 | 22,689 | | Hani Hammad(b) | 153,846 | 48,461 | 45,662 | 14,521 | | Gennaro D’Alterio | 190,000 | 59,850 | 34,703 | 11,036 | | John Smith | 225,000 | 70,875 | 51,370 | (c) |

  33. Compensation Discussion and Analysis

    | (c) John Smith was terminated February 7, 2025, and therefore any RSUs he would have earned would not have vested. |

  34. Compensation Discussion and Analysis

    Discretionary Performance Awards On May 14, 2024, the Committee awarded Manny Stamatakis, then serving as our Chairman and Interim President and Chief Executive Officer, 125,000 restricted stock units (“RSUs”). These RSUs vest in one year, on May 14, 2025. These RSUs continue in effect for Manny in his new role as Executive Chairman. The terms of the RSUs also contain a retirement provision, which means that the RSUs will vest in accordance with its terms on May 14, 2025, should Manny retire before that date, so long as Mr. Stamatakis complies with the restrictive covenants in the RSU terms. The Compensation Committee granted Manny this award on account of:

  35. Compensation Discussion and Analysis

    At the end of 2024, the Compensation Committee evaluated Manny’s performance during his 15-month tenure as Chairman and Interim President and CEO from October 2023 to the end of 2024. In addition to the accomplishments that led to his grant of 125,000 RSU listed above, which continued through the end of 2024, the Committee also considered that in 2024, the Company had a significant increase in its share price and market value and the Company experienced the best EBITDA Margin and Operating Income since 2016. During this period, Manny did not participate in any equity incentive plans. Accordingly, the Compensation Committee awarded Manny an option to purchase 375,000 shares of the Company’s common stock at an exercise price of $9.06 per share, the closing price, as reported on the New York Stock Exchange on the grant date of January 6, 2025. The option will vest and become exercisable on January 6, 2026, subject to accelerated vesting and exercisability upon termination of Manny’s employment due to his death or disability. In addition, if Manny’s employment ceases due to his termination by the Company without cause or his resignation with good reason then, pursuant to his employment agreement, the vesting and exercisability of the option will also accelerate. The outside expiration date of the option is the tenth anniversary of the Grant Date. Discretionary Retention and Inducement Awards The Compensation Committee considered the events of 2024 and concerns about retaining key executives while the Company continues to move forward during this critical transformational period. Accordingly, following the end of 2024, the Compensation Committee decided to grant retention awards of RSUs to our named executives as follows.

  36. Compensation Discussion and Analysis

    | EXECUTIVE | RSU AWARDS (UNITS) | | Manny Stamatakis | 5,700 | | Edward Prajzner | 4,600 | | Hani Hammad | 3,400 | | Gennaro D’Alterio | 1,700 |

  37. Compensation Discussion and Analysis

    These RSU awards will vest 100% in one year. These awards are not included in the Summary Compensation Table under “Executive Compensation” as these awards are not considered 2024 compensation (but will be reported in the Summary Compensation Table for 2025). The Compensation Committee approved a grant of 47,058 RSUs to Hani Hammad effective March 26, 2024, the date on which Hani commenced his employment with the Company as Executive Vice President and Chief Transformation Officer. This grant was made to induce Hani to leave his prior employer, which resulted in Hani forfeiting equity and other compensation he would have earned had he remained with his prior employer, AlixPartners. Hani worked on the Company’s Project Phoenix while at AlixPartners and the Board and Compensation Committee valued the contributions Hani would bring to the Company and its executive team. OVERALL COMPENSATION FOR 2024 PERFORMANCE The Compensation Committee reviews cash and RSUs earned by our named executive officers based on performance during a particular year. Due to the SEC disclosure rules for the Summary Compensation Table under “Executive Compensation,” the compensation set forth in that table for a particular year does not necessarily align with the actual compensation realized by a named executive officer that year. The equity compensation in the Summary Compensation Table is based upon accounting and SEC rules, which require that we include 100% of the target award value for the equity plan based on accounting rules, regardless of how much of the award is ultimately earned by the named executive officers. For 2024, our named executive officers received payouts of only 31.5% of target under our equity plan because performance was below target levels. The information under Pay Versus Performance below provides information which is intended to disclose amounts actually earned by our named executive officers in a given year. ROLE OF EXECUTIVE OFFICERS IN SETTING COMPENSATION In the past, the Compensation Committee did seek input from the Executive Chairman and CEO on the compensation of other executive officers. For 2024, the Compensation Committee made compensation decisions with input from Manny Stamatakis, the Executive Chairman and the 2024 Interim President and CEO, regarding compensation of the other executive officers of the Company.

  38. Compensation Discussion and Analysis

    With respect to the compensation of Manny Stamatakis in his role as Interim President and CEO, the Compensation Committee received advice from Pay Governance and took into account benchmarking information provided by Pay Governance. IMPACT OF TAX TREATMENT The Company and the Compensation Committee consider tax, tax deductibility and accounting treatment of various compensation alternatives, and strive to structure all compensation to be fully tax deductible. However, these are not the driving or most influential factors. The Compensation Committee may approve non-deductible compensation arrangements if it believes they are in our best interests and those of our shareholders, taking into account several factors, including the need to retain quality executive officers. 2024 EMPLOYMENT AGREEMENTS AND SEVERANCE ARRANGEMENTS We entered into an employment agreement with Manny Stamatakis for his role as Interim President and CEO, to which he was appointed on October 9, 2023. Manny’s employment agreement is described in “Employment Agreements” under the subheading “Stamatakis Employment Agreement” on page 49. We also entered into an employment agreement with Hani Hammad, Executive Vice President and Chief Transformation Officer effective, upon his hiring on March 26, 2024. We also had employment agreements with Gennaro D’Alterio and John Smith in 2024. All these agreements are described under “Employment Agreements” beginning on page 49. We established a severance plan for our named executive officers, but all our named executive officers now have employment agreements which address severance upon termination of their employment, so the plan does not cover any of the named executive officers. CHANGES TO EXECUTIVE COMPENSATION FOR 2025 The Compensation Committee approved a new employment agreement for Manny Stamatakis effective January 1, 2025, for his role as Executive Chairman. Under this agreement, Manny receives an annual salary of $725,000 and is eligible to participate in the cash bonus plan, with a target award of 100% of his base salary, and the equity plan, with a target award of 200% of his base salary. We entered into an employment agreement with Natalia Shuman effective January 1, 2025, for her role as President and Chief Executive Officer, Natalia receives a base salary of $850,000, and is eligible to participate in the cash bonus plan, with a target award of 100% of her base salary, and the equity plan, with a 2025 target award of 200% of her base salary. Effective January 1, 2025, Hani Hammad became our Chief Operating Officer. Upon this promotion, Hani’s annual salary was increased to $450,000 and his target opportunity under the cash plan was increased from 50% to 100% of his base salary. For 2025, the incentive compensation programs for our named executives will remain substantially the same, except that the threshold to receive any payout related to the Adjusted EBITDA award has been increased from 90% to 95% of target. This was done to further emphasize the importance of profitability. The targets are based on our 2025 budget and plan. COMPENSATION POLICIES Stock Ownership Guidelines The Compensation Committee and Board have established stock ownership guidelines for our executive officers. Our CEO is required to hold shares of our common stock with a value of at least five times his annual base salary and all other executive officers are required to hold shares of our common stock with a value of at least two times their annual base salary. Executive officers will have five years from their appointment to meet the guidelines. Unexercised options and unearned performance shares or performance RSUs are not counted toward meeting the guidelines until exercised or earned. If an executive officer is not meeting the minimum ownership guidelines (even if before the date he must meet them), the executive officer is required to hold all shares received from the vesting or exercise of an equity award during the preceding 36 months (other than shares withheld to pay withholding taxes and shares acquired upon the exercise of options which are sold to cover the exercise price) until the guidelines are met. In addition, all executive officers are not allowed to sell shares they acquire upon the vesting of RSUs or the exercise of options (net of shares withheld to pay withholding taxes or sold to pay the exercise price of options) for one year after vesting or exercise. For 2024 all our executive officers were in compliance with the stock ownership guidelines.

  39. Compensation Discussion and Analysis

    Claw-Back Policy We have established an incentive compensation recoupment policy in accordance with the NYSE requirements adopted in 2023. The policy requires that we recoup certain cash and equity incentive compensation received by executive officers within the preceding three years if there is an accounting restatement of our financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement (i) to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Compensation Committee will recalculate the incentive compensation for the period or periods related to the restated financial statements to determine what the executive officers should have received, based upon the restated financial statements. If the incentive compensation the executive officers received is greater than the recalculated amount of incentive compensation as determined by the Compensation Committee, then the Compensation Committee will seek to recoup such excess incentive compensation. The Compensation Committee will determine the manner and timing by which we will seek recovery, which may include the cancellation of equity awards and setoff against current or future compensation, to the extent permitted by law. Hedging Prohibitions Our Insider Trading Compliance Policy prohibits all our directors, officers and employees (and those of our subsidiaries) from (i) trading in options of any kind or other derivatives related to our securities, (ii) selling our securities short, (iii) purchasing our securities on margin, or (iv) entering into any other transaction or buying any financial instrument that directly or indirectly hedges or offsets any decrease in the value of Mistras common stock (or is designed to do so). Continuing Review of Compensation Practices We will continue to review our compensation practices and programs and will consider changes as the Compensation Committee deems appropriate to meet our compensation goals. Risk Assessment of Compensation Practices and Programs Our Compensation Committee and senior management assessed whether our compensation practices and programs for our executive officers and other employees pose any material risk to us, and the Compensation Committee sought input on this matter from Pay Governance in 2024. We determined that our compensation practices and programs are not reasonably likely to have a material adverse effect on us. Timing of Equity Awards The Compensation Committee has no formal policy regarding the timing of equity awards but does generally take into account whether there is any material, non-public information at the time equity awards are granted. Options are generally not awarded by the Company and the only two option awards granted in the past ten years were the Manny Stamatakis, and both were not granted until after material non-public information was disclosed. The first award to Manny was to induce him to accepted the role of Interim President and Chief Executive Officer and the second was awarded in connection with Manny’s his new employment contract at the beginning of 2025. The pricing used to determine target awards of performance restricted share units for named executive officers is based upon an average trading price of the Company’s common stock after the release of its year-end results. Certain other awards may be granted at the time of hire or a promotion, but these are infrequent.

  40. Executive Compensation

    | NAME AND PRINCIPAL POSITION | FISCAL PERIOD | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Manuel Stamatakis Chairman and Interim President and Chief Executive Officer | 2024 | 591,346 | — | 1,040,000 | 196,875 | 42,151 | 1,870,372 | | | 2023 | 241,269 | 250,000 | 868,999 | — | 2,644 | 1,362,912 | | Edward J. Prajzner Sr. Executive Vice President and Chief Financial Officer | 2024 | 500,000 | — | 777,250 | 157,500 | 24,757 | 1,459,506 | | | 2023 | 450,769 | 175,000 | 634,301 | — | 22,787 | 1,282,857 | | | 2022 | 399,375 | | 400,000 | 82,667 | 19,812 | 901,854 | | Hani Hammad Chief Transformation Office | 2024 | 300,000 | — | 799,992 | 48,461 | 4,983 | 1,153,436 | | John Smith Executive Vice President and President of Services | 2024 | 450,000 | — | 510,901 | 70,875 | 27,315 | 1,059,092 | | | 2023 | 397,498 | 30,000 | 260,375 | 76,175 | 10,788 | 774,836 | | Gennaro D’Alterio Executive Vice President and Chief Commercial Officer | 2024 | 380,000 | — | 373,598 | 59,850 | 12,050 | 825,498 |

  41. Executive Compensation

    | (1) 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. |

  42. Executive Compensation

    | (2) 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, 2024. |

  43. Executive Compensation

    The following table sets forth the maximum number of performance-based RSUs and the maximum value of the performance-based RSUs that can be earned if the specific levels of financial performance are achieved, based upon $8.78 per share, the average price of our shares on March 11-13, 2024.

  44. Executive Compensation

    | Name | Maximum Number of Performance Share Units | Maximum Value of Performance Share Units | | Edward Prajzner | 142,694 | $1,252,863 | | Hani Hammad | 91,324 | $801,825 | | Gennaro D’Alterio | 69,403 | $609,385 | | John Smith | 102,740 | $902,057 |

  45. Executive Compensation

    | (3) 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. |

  46. Executive Compensation

    | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | | NAME | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | | Manuel Stamatakis | $343,750 | $625,000 | $1,250,000 | | Edward Prajzner | $275,000 | $500,000 | $1,000,000 | | Hani Hammad | $84,615 | $153,846 | $307,692 | | John Smith | $123,750 | $225,000 | $450,000 | | Gennaro D’Alterio | $104,500 | $190,000 | $380,000 |

  47. Executive Compensation

    | (1) Amounts are potential payouts under the Company’s cash bonus plan for named executive officers for 2024, which are based on Company performance. The threshold assumes minimum performance, which pays at 55% 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 2024 are included under the Non-Equity Incentive Plan Compensation in the Summary Compensation Table for 2024. The minimum payouts above assume minimum threshold is attained for each metric. However, if the minimum threshold is not attained for one or two metrics, the actual payout may be less than the minimum set forth about, which is the reason the amounts for 2024 in the Summary Compensation Table for 2024 are less than the minimum amounts above. |

  48. Executive Compensation

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | Manny Stamatakis | 5-14-2024 | | | | 125,000 | $1,040,000 | | Edward Prajzner | 2-28-2024 | 39,241 | 71,347 | 142,694 | 47,058 | $399,993 | | Hani Hammad | 3-26-2024 | 25,114 | 45,662 | 91,324 | | | | Gennaro D’Alterio | 2-28-2024 | 19,087 | 34,703 | 69,406 | | | | John Smith | 2-28-2024 | 28,254 | 51,370 | 102,740 | | |

  49. Executive Compensation

    | (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 55% 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 2024 are included under the Non-Equity Incentive Plan Compensation in the Summary Compensation Table for 2024. |

  50. Executive Compensation

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 The following tables provide information regarding equity awards granted to our named executive officers that were outstanding as of December 31, 2024:

  51. Executive Compensation

    | (1) These columns represent unvested RSUs which have only time-based vesting restrictions remaining plus performance based RSUs granted for 2024 which have been earned for the 2024 performance. |

  52. Executive Compensation

    | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Edward Prajzner | 21,721 | 197,139 | | Gennaro D’Alterio | 3,333 | 37,596 | | John Smith | 23,603 | 212,736 |

  53. Executive Compensation

    | 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 (BERTOLOTTI) | COMPENSATION ACTUALLY PAID TO PEO (STAMATAKIS) | TOTAL SHAREHOLDER RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN | NET INCOME (THOUSANDS) | ADJUSTED EBITDA (THOUSANDS) | | 2024 | | $1,870,372 | | $1,962,872 | $63.47 | $159.10 | $19,958 | $82,457 | | 2023 | $3,849,121 | $1,362,912 | $3,132,350 | $1,362,912 | $51.28 | $127.82 | ($17,643) | $65,800 | | 2022 | $2,062,234 | | $532,393 | | $34.54 | $91.54 | $6,499 | $58,150 | | 2021 | $2,527,461 | | $2,347,163 | | $52.07 | $82.91 | $3,893 | $62,976 | | 2020 | $1,564,647 | | $533,811 | | $54.38 | $76.78 | ($99,461) | $52,681 |

  54. Executive Compensation

    | 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) | | 2024 | $1,124,383 | $893,513 | $63.47 | $159.10 | $19,958 | $82,457 | | 2023 | $821,784 | $790,269 | $51.28 | $127.82 | ($17,643) | $65,800 | | 2022 | $748,334 | $473,252 | $34.54 | $91.54 | $6,499 | $58,150 | | 2021 | $1,006,564 | $973,205 | $52.07 | $82.91 | $3,893 | $62,976 | | 2020 | $640,978 | $410,477 | $54.38 | $76.78 | ($99,461) | $52,681 |

  55. Executive Compensation

    | | PEO – BERTOLOTTI | | | | | | 2023 | 2022 | 2021 | 2020 | | Summary compensation table total | $3,849,121 | $2,062,234 | $2,527,461 | $1,564,647 | | Less Stock awards in summary compensation table | ($1,250,002) | ($1,250,000) | ($1,243,571) | ($806,335) | | 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 | — | $188,168 | $1,139,405 | $984,224 | | 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 | — | ($70,777) | ($9,976) | ($200,254) | | Plus awards that are granted and vested 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 | $533,231 | ($397,233) | ($66,156) | ($1,008,471) | | Compensation actually paid | $3,132,350 | $532,393 | $2,347,163 | $533,811 |

  56. Executive Compensation

    | PEO – Stamatakis | | | | | 2024 | 2023 | | Summary compensation table total | $1,870,372 | $1,362,912 | | Less Stock awards in summary compensation table | ($1,040,000) | ($868,999) | | 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 | $1,132,500 | — | | 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 vested during the year, the fair value as of the vesting date | — | $868,999 | | 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 | $1,962,872 | $1,362,912 |

  57. Executive Compensation

    | NON-PEO NAMED EXECUTIVE OFFICERS | | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary compensation table total | $1,124,383 | $821,784 | $748,334 | $1,006,564 | $640,978 | | Less Stock awards in summary compensation table | ($615,435) | ($342,414) | ($248,033) | ($338,863) | ($124,133) | | 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 | $326,126 | $86,925 | $42,758 | $310,503 | $60,210 | | 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 | $35,614 | $87,209 | ($28,845) | ($2,738) | ($120,116) | | Plus awards that are granted and vested 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 | $22,825 | $136,766 | ($40,962) | ($2,261) | ($46,462) | | Compensation actually paid | $893,513 | $790,269 | $473,252 | $973,205 | $410,477 |

  58. Executive Compensation

    Key Financial Measures related to Pay versus Performance The following are the key financial performance measures which represent the most important financial performance measures used by the Compensation Committee to link compensation actually paid to the named executive officers for the most recently completed fiscal year to company performance. Adjusted EBITDA Free Cash Flow Revenue Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures and are defined on page 33 of the Compensation Discussion and Analysis section of this proxy statement. Exhibit A contains a table reconciling these non-GAAP financial measurements to the most comparable financial measure under GAAP for 2024. Peer Group The following are the peer groups each year for determining peer group total shareholder return.

  59. Executive Compensation

    The following graph illustrates the relationship over the past five years between (A) the compensation actually paid to our PEO and the average compensation actually paid to the named executive officers other than the PEO; and (B) our Adjusted EBITDA: POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL We have employment agreements for all our named executive officers, providing them with benefits in connection with a termination of employment in certain circumstances. These arrangements are designed to provide some level of continued income and benefits upon the termination of employment with the Company under certain circumstances or, in certain cases, upon a change of control. These benefits upon termination are described under the description of the respective named executive officer’s employment agreement, under the heading “Employment Agreements. However, Ed Prajzner’s employment agreement was effective January 1, 2025, so his payments upon termination would be covered by our Executive Severance Plan. Mr. Stamatakis’ severance benefit if he was terminated as of December 31, 2024, would have been the vesting of his 125,000 RSUs, which as of December 31, 2024, had a value of $1,132,500. The following summarizes the payments and benefits that would be owed by us to our other named executive officers under the circumstances described below, in each case assuming the event occurred on December 31, 2024. The severance benefits under the employment agreements our named executive officers’ and our executive severance plan for Ed Prajzner are substantially the same. If an executive officer’s employment is terminated, the executive officer would receive the following:

  60. Executive Compensation

    | • | 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. |

  61. Executive Compensation

    performance-based awards will be earned and vested pro rata to the date of termination and the amount of any awards payable or vesting will be determined based on actual performance. Any vested stock options will expire 90 days after the end of the severance period. If an executive officer’s employment is terminated by the Company without cause or he terminates employment for good reason within 6 months before or 1 year after a change in control, all equity-based incentive awards granted to the executive officer which were not paid out or fully vested in connection with the change in control will become fully vested immediately, with the payout under any performance-based awards being equal to the target amount. ‘Cause” means any of the following: (i) failure of the executive to perform his duties and responsibilities to the Company which has continued for more than thirty (30) days following written notice of such non-performance from the Company; (ii) misconduct by the executive in connection with the performance of his duties and responsibilities to the Company, including, without limitation, a breach of fiduciary duties or a misappropriation of funds or property; (iii) the commission by the executive of any felony; (iv) the commission by the executive of a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (v) any conduct by the executive that would reasonably be expected to result in injury or reputational harm to the Company or any of its subsidiaries and affiliates; (vi) a breach by the executive of any agreement with the Company or its affiliates, which breach is not cured (if curable) within thirty (30) days after the delivery of written notice thereof (provided that if any such agreement includes a cure period and if such cure period is less than thirty (30) days, such shorter cure period shall apply); (vii) a violation by the executive of the Company’s written employment policies, which violation is not cured (if curable) within thirty (30) days after the delivery of written notice thereof (provided that if any such policies include a cure period and if such cure period is less than thirty (30) days, such shorter cure period shall apply); or (viii) the executive’s failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. In regard to each of those clauses in this definition of “Cause” that afford the executive a “cure right,” such cure right shall apply solely to the first failure, breach or violation by the executive that gives rise to the cure right and shall not apply to any repeat or subsequent failure, breach or violation involving similar actions or omissions, whether or not related to the first failure, breach or violation. Good reason means (i) a reduction in the base salary more than a specified amount (ii) an annual cash incentive target opportunity amount set at less than a specified percentage of the existing target; (iii) an annual equity incentive target opportunity amount set at less than a specified percentage of existing target; (iv) a Company-mandated relocation of the executive’s principal place of employment to a location that is more than 50 miles from executive’s existing office; or (v) the material breach of this agreement by the Company; provided, however, that no such event will constitute Good Reason unless (x) Executive provides the Company with written objection to such event within 30 days after the initial occurrence thereof, (y) such event is not reversed or corrected by the Company within 30 days of its receipt of such written objection, and (z) Executive separates from service within 30 days following the expiration of that cure period.

  62. Executive Compensation

    The following sets forth the severance payments we would pay to our executive officers (other than Mr. Stamatakis) if their employment was terminated on December 31, 2024, by us without cause or by the executive officer for good reason.

  63. Executive Compensation

    | CIRCUMSTANCE OF TERMINATION | SALARY | INCENTIVE BONUS(1) | UNVESTED EQUITY AWARDS | HEALTHCARE BENEFITS | TOTAL | | No Change in Control | | | | | | | Edward Prajzner(2) | $500,000 | — | $251,768 | $14,701 | $776,469 | | Hani Hammad | $400,000 | — | $459,233 | $17,363 | $866,596 | | Gennaro D’Alterio | $380,000 | — | $73,314 | $17,816 | $471,130 | | John Smith(3) | $450,000 | — | $198,776 | $14,334 | $663,110 | | Change in Control | | | | | | | Edward Prajzner(2) | $750,000 | $750,000 | $1,038,657 | $14,701 | $2,553,358 | | Hani Hammad | $600,000 | $300,000 | $840,043 | $17,363 | $1,757,406 | | Gennaro D’Alterio | $570,000 | $285,000 | $447,292 | $17,816 | $1,320,108 | | John Smith(3) | $675,000 | $337,500 | $879,490 | $14,334 | $1,906,324 |

  64. Executive Compensation

    | (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. |

  65. Executive Compensation

    | (2) Ed Prajzner’ severance is based upon the executive plan because these amounts are as if termination was effective December 31, 2024. Ed’ employment agreement was effective January 1, 2025, pursuant to which we would receive 2 times his salary whether or not in connection with a change of control (an additional $500,000) and 2 times his target bonus if in connection with a change of control (an additional $1,000,000) |

  66. Executive Compensation

    | (3) John Smith’s employment was terminated as of February 7, 2025 without cause. He was paid severance pursuant to his employment agreement as provided above under “No Change in Control.”. |

  67. Executive Compensation

    EMPLOYMENT AGREEMENTS Stamatakis Employment Agreement We entered into an employment agreement with Manny Stamatakis on October 9, 2023, for the position of Interim President and Chief Executive Officer, with an initial annual base salary of $500,000. Manny’s’ employment agreement provided for an initial term of six months, which can be extended by the Company for an additional six months. If Mr. Stamatakis’ employment was terminated by the Company, or due to death or disability during the first six-month period, he was entitled to be paid for the remainder of the six-month term and would be entitled to his pro-rated cash incentive award as if employed the entire six months. If Manny’s employment was terminated at the conclusion of the initial six-month term or during the extension, he would have received his salary through the date of termination and his pro-rated cash incentive award through the date of termination. The Company exercised the six month extension for Mr. Stamatakis’ term of employment and in connection with the extension, increased his base salary to $625,000 annually. Effective January 1, 2025, we entered into a new employment agreement with Manny for his position as Executive Chairman, which replaced the previous agreement. Pursuant to his new 2025 employment agreement, Manny has an annual base salary of $725,000 and a target annual bonus opportunity equal to 100% of his base salary (with actual payout ranging between 0% and 200% of target, depending on actual performance). Manny is also eligible for annual equity awards with a target equity incentive opportunity equal to 200% of his base salary (with the resulting award ranging between 0% and 200% of target, depending on actual performance). The terms of such annual awards will be determined by the Compensation Committee of the Company’s Board of Directors, provided that the vesting of such annual awards will accelerate upon any termination of Manny’s employment other than a termination for cause. The new 2025 employment agreement also provides that if Manny’s employment ceases due to a termination by the Company without cause or his resignation with good reason (as those terms are defined in the 2025 employment agreement), he will receive the following severance benefits: (i) a lump sum cash payment equal to 200% of his base salary (unless such termination occurs upon or following a change in control of the Company); (ii) a pro rata annual incentive award for the year of his cessation of