DEF 14A of Mistras Group, Inc., Apr 7, 2026

DEF 14A of Mistras Group, Inc.

Filed Apr 7, 2026 · FY20250001140361-26-013689

Open on EDGAR

  1. Notice of Annual Meeting

    | Compensation Discussion and Analysis | 40 | | Executive Compensation | 47 | | Summary Compensation Table | 47 | | Grants of Plan-Based Awards in 2025 | 48 | | Outstanding Equity Awards at December 31, 2025 | 50 | | Option Exercises and Stock Vested in 2025 | 50 | | Pension Benefits and Non-Qualified Deferred Compensation | 50 | | Pay Ratio of CEO | 50 | | Pay Versus Performance | 52 | | Potential Payments upon Termination of Employment or Change of Control | 55 | | Employment Agreements | 56 | | Shareholder Proposals and Other Matters | 60 | | Exhibit A: Amendment to Mistras Group, Inc.’s Amended and Restated 2016 Long-Term Incentive Plan | 61 | | Exhibit B: Reconciliation of Non-GAAP Financial Measurements Used for Determining Incentive Compensation to GAAP Financial Measurements | 73 |

  2. Director Compensation

    Director Compensation For 2025, the compensation program for our non-employee directors (other than Dr. Vahaviolos) provided for cash fees of $25,000 per quarter ($100,000 annually) and annual equity grants of $115,000 in shares of fully-vested 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 responsibilities associated with this position. For 2026, the cash component of director compensation will increase to $110,000 annually. The following is the compensation paid to our non-employee directors in 2025.

  3. Director Compensation

    | | FEES EARNED IN CASH | STOCK AWARDS(1) | ALL OTHER COMPENSATION | TOTAL | | Nicholas DeBenedictis | $100,000 | $115,000 | | $215,000 | | James Forese | $151,000 | $115,000 | | $266,000 | | Richard Glanton | $102,500 | $115,000 | | $217,500 | | Michelle Lohmeier | $102,500 | $115,000 | | $217,500 | | Charles Pizzi | $100,000 | $115,000 | | $215,000 | | Sotirios Vahaviolos(2) | $50,000 | | $17,886 | $67,886 |

  4. 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. As of December 31, 2025, there were no unvested awards held by our non-employee directors. |

  5. Director Compensation

    | (2) Dr. Vahaviolos was employed as a strategic advisor to the CEO, a position he assumed immediately upon his retirement as Executive Chairman of the Board in 2023, until his death in February 2025. Dr. Vahaviolos received a quarterly cash retainer of $50,000 as a director and was paid a portion of an annual salary of $100,000 for his role as a strategic advisor. |

  6. Director Compensation

    | Mistras Group, Inc. | 12 | 2026 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 2026 Annual Meeting will serve a one-year term expiring at the 2027 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 Nicholas DeBenedictis for over 10 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. | 19 | 2026 Proxy Statement |

  9. Election of Directors

    NOMINEES:

  10. Election of Directors

    | Nicholas DeBenedictis | Age: 80 | 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. | 20 | 2026 Proxy Statement |

  12. Election of Directors

    | James J. Forese | Age: 90 | 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. | 21 | 2026 Proxy Statement |

  14. Election of Directors

    | Richard H. Glanton | Age: 79 | 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. | 22 | 2026 Proxy Statement |

  16. Election of Directors

    | Michelle J. Lohmeier | Age: 63 | 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. | 23 | 2026 Proxy Statement |

  18. Election of Directors

    | Charles P. Pizzi | Age: 75 | 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) 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; as a director of PHH Corporation from 2011 to 2018; and on the board of FS Specialty Fund from 2011 – present. 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. | 24 | 2026 Proxy Statement |

  20. Election of Directors

    | Natalia Shuman | Age: 53 | 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 Services’ customers. Ms. Shuman’s 20+ year tenure at Kelly Services included progressive leadership positions in New York, and several international assignments including leading Kelly Services’ 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. | 25 | 2026 Proxy Statement |

  22. Election of Directors

    | Manuel Stamatakis | Age: 78 | 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 served on the Governance, Audit, and Compensation Committees since Mistras went public in 2012. Mr. Stamatakis also served as Chair of the Corporate Governance Committee from 2009 until October 2023. Mr. Stamatakis founded and previously served as President and Chief Executive Officer of Capital Management Enterprises, a financial services and employee benefit consulting company headquartered in Valley Forge, Pennsylvania. Over the years, Mr. Stamatakis has served on the boards of numerous not-for-profit charitable and for-profit organizations. He currently serves as a member of the Board of Thomas Jefferson University and University Hospitals, as Chairman Emeritus of Visit Philadelphia, where he is also a member of the finance committee; and he serves as Chairman of Philadelphia Shipyard Development Corporation. In the past, he has also served as Chairman of the Commonwealth of Pennsylvania Supreme Court investment advisory board, Chairman of the Delaware River Port Authority and PATCO Transit Authority, and as Founding Chairman of Drexel University College of Medicine. 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. |

  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. | 26 | 2026 Proxy Statement |

  26. Compensation Discussion and Analysis

    OVERVIEW AND PHILOSOPHY Overall, the goal of our executive compensation program is to achieve strategic business objectives that are aimed at growing our business profitably and aligning the long-term interests of our executives and shareholders. Our executive compensation objectives are to have compensation programs and policies that (1) align our executive team’s performance with our operational and strategic objectives, (2) attract and retain talent that is needed to be successful and achieve our strategic objectives, and (3) pay for outstanding performance. Our current compensation program for our executive officers includes our named executive officers. We have two incentive plans, an annual cash incentive or “bonus plan” and an equity incentive plan or “equity plan.” For 2025, the Compensation Committee retained the same plans as 2024, including the same metrics and weighting for both plans – 60% based on Adjusted EBITDA, 25% for revenue and 15% for free cash flow (as described below). The awards for the cash bonus plan pay executive officers currently in cash, while the equity plan awards are subject to vesting requirements and therefore provide incentives for our executive officers to remain with us and enhance the long-term value of the Company for our shareholders. These equity awards help ensure our executive team has an equity stake in the Company and remains aligned with shareholders’ interests. We review our compensation programs every year to ensure the programs continue to be effective and are aligned with the objectives described above. ROLE OF COMPENSATION COMMITTEE The Compensation Committee is responsible for the executive compensation program design and decision-making process, and will consider input, in some cases from executive officers, in making its decisions. The Compensation Committee has annually reviewed the performance of the Executive Chairman and the CEO and, together with the other independent directors, establishes their compensation. For 2025, the President and CEO and the Executive Chairman provided the Compensation Committee with their assessment of the other members of senior management and recommendations for their compensation, and the Executive Chairman provided his assessment of the CEO in advance of the Compensation Committee’s final decision. For 2025, the

  27. Compensation Discussion and Analysis

    Compensation Committee consisted of directors who meet the independence requirements of the NYSE (Michelle Lohmeier, the Committee Chair, James Forese and Richard Glanton). The Compensation Committee has an active role in overseeing the design and implementation of the two incentive programs. The Compensation Committee worked with senior management and its consultant to review the peer group for purposes of benchmarking compensation and to develop the plans. The Compensation Committee, from time to time, utilizes the services of its independent compensation consultant, Pay Governance LLC, to review the compensation programs, assist in the development of the incentive plans, review the peer group, and assess and recommend the number of additional shares that are needed for the Company’s Amended and Restated 2016 Long-Term Incentive Plan (the “Plan”). The Compensation Committee consulted with Pay Governance for advice and benchmarking for the compensation packages for Natalia Shuman as President and CEO and Manny Stamatakis as Executive Chairman. COMPONENTS OF EXECUTIVE COMPENSATION FOR 2025 The principal components of our current executive compensation program are base salary, the bonus plan and equity plan awards. Although each element of compensation, as described below, is considered separately, the Compensation Committee considers the aggregate compensation package for each executive officer in its determination of each individual component of that package. We also provide some benefits, such as car allowances or company vehicles, 401K matching, group term life insurance, but these are not a significant portion of our compensation program. Base salary is a fixed compensation amount paid during the fiscal year. Each named executive officer’s base salary is reviewed annually by the Compensation Committee. The Compensation Committee takes into account benchmarking information regarding our executive officers’ base salary against an industry peer group and broader database when determining adjustments to executive officers’ salaries. The bonus plan and equity plan for our executive officers are 100% performance-based and are tied to our results as described below. The objective of these plans is to link compensation to our performance. The Compensation Committee believes that our named executive officers should have a meaningful portion of their total compensation opportunity incentive based and linked to increasing shareholder value through the Company’s business strategy of focusing upon growth opportunities and continued improvements in profitability. Reflecting this philosophy, at target levels of awards for the bonus plan and the equity plan for 2025, over 60% of total compensation for all our named executive officers is performance-based. Under the cash bonus plan, executive officers can earn a percentage of their base salary predicated on our performance against specific metrics. The equity plan provides executive officers with the opportunity to earn RSUs based on our performance against specific metrics. The metrics are given different weightings and each metric has a minimum performance threshold, below which no cash bonus or RSUs can be earned for that metric. Each executive officer has a target award potential he or she can earn under each program expressed as a percentage of the executive officer’s base salary. If the performance for a specific metric is at the target level, the executive will receive 100% of his or her target award related to that metric. Each executive officer can earn between 0% and 200% of his or her target award, based upon performance against specific metrics. The following are the 2025 target awards for our named executive officers under each program:

  28. Compensation Discussion and Analysis

    | | | PERCENTAGE OF BASE SALARY | | | NAME | POSITION | BONUS PLAN | EQUITY PLAN | | Natalia Shuman | President and Chief Executive Officer | 100% | 200% | | Edward Prajzner | Sr. Executive Vice President and Chief Financial Officer | 100% | 125% | | Manuel Stamatakis | Executive Chairman | 100% | 200% | | Gennaro D’Alterio | Executive Vice President and Chief Commercial Officer | 80% | 80% | | Hani Hammad | Executive Vice President and Chief Operating Officer | 100% | 100% |

  29. Compensation Discussion and Analysis

    | • | Hani Hammad’s bonus plan target was 50%, |

  30. Compensation Discussion and Analysis

    | • | Gennaro D’Alterio’s bonus plan target was 50%. |

  31. Compensation Discussion and Analysis

    The targets for these metrics were in all cases greater than 2024 actuals and based upon the Company’s 2025 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 $10.08 per share, the average stock price in March over the three trading days after we released earnings for the year ended 2024. 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 RSUs an executive officer earns 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.

  32. 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 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 2025 compensation peer group (which is the same as 2024 and 2023) consists of the following companies:

  33. Compensation Discussion and Analysis

    | CASH BONUS PLAN AND EQUITY PLAN | | | | | METRIC | WEIGHT | TARGET | RESULT | | Revenue | 25% | $759 | $724 | | Adjusted EBITDA* | 60% | $91.1 | $91.1 | | Free Cash Flow* | 15% | $33 | $3.8 |

  34. Compensation Discussion and Analysis

    | | Cash Bonus Plan Awards ($) | | Equity Incentive Plan Awards (RSUs) (#) | | | Name | Target | Earned | Target | Earned | | Natalia Shuman | 850,000 | 510,000 | 168,650 | 101,190 | | Edward Prajzner | 500,000 | 300,000 | 62,003 | 37,202 | | Manuel Stamatakis | 725,000 | 435,000 | 143,850 | 86,310 | | Gennaro D’Alterio | 334,400 | 200,640 | 30,158 | 18,095 | | Hani Hammad | 450,000 | 270,000 | 44,644 | 26,786 |

  35. Compensation Discussion and Analysis

    Discretionary Performance and Retention Awards At the end of 2025, the Compensation Committee evaluated Mr. Stamatakis’ performance as Executive Chairman and based on his performance, awarded additional time-vested 40,000 RSUs effective January 2, 2026. On September 8, 2025, Natalia Shuman was awarded 25,000 restricted stock units (“RSUs”) and options (“Options”) to purchase 35,000 shares of the Company’s common stock, pursuant to the approval of the Compensation Committee. The RSUs vest in three equal annual installments on the first three anniversary dates of the September 8, 2025 grant date. Upon vesting, each RSU is converted into one share of our common stock. The terms of the award are consistent with the standard terms of RSU awards for senior officers. The Options have an exercise price of $9.71, the closing price on the NYSE for the Company’s common stock on the grant date. The Options can be exercised any time on or after September 8, 2026, and expire 10 years after the grant date, in each case subject to certain exceptions as to the vesting and forfeiture in case of termination of employment, death or disability. The Compensation Committee granted Ms. Shuman these awards because the Board felt that the CEO should have stock ownership to ensure alignment with our shareholders to promote a vested interest in the Company’s long-term performance. Natalia was not granted any equity upon commencing her employment and the Compensation Committee believed because she has been in the CEO role for eight months, the Board and the Compensation Committee determined that these awards were warranted. The Compensation Committee also awarded Hani Hammad a bonus of $30,000 for his performance in 2025, which contributed significantly to the Company’s performance.

  36. Compensation Discussion and Analysis

    OVERALL COMPENSATION FOR 2025 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 2025, our named executive officers received payouts of 60% of target under our equity plan because performance was below target levels. 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 2025, the Compensation Committee made compensation decisions with input from Manny Stamatakis, the Executive Chairman, regarding the CEO, and from the Executive Chairman and Natailia Shuman, the CEO, regarding compensation of the other executive officers of the Company. IMPACT OF TAX TREATMENT The Company and the Compensation Committee consider tax, tax deductibility and accounting treatment of various compensation alternatives. 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. EMPLOYMENT AGREEMENTS AND SEVERANCE ARRANGEMENTS All of our named executive officers have employment agreements which address severance upon termination of their employment. These are described under “Employment Agreements” beginning on page 56. CHANGES TO EXECUTIVE COMPENSATION FOR 2026 For 2026, the incentive compensation programs for our named executives will remain substantially the same, except that the weighting for each metric will be 50% for Adjusted EBITDA, 25% for revenue and 25% for free cash flow. The targets are based on our 2026 budget and plan. The Compensation Committee approved a base salary increase effective June 30, 2026 to $826,500.00 per year for Mr. Stamatakis’ to reflect his significant contributions to the Company throughout 2025. 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 2025, all our executive officers were in compliance with the stock ownership guidelines.

  37. 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. If such a restatement occurs, the Compensation Committee would 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. In that case, 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 would seek to recoup such excess incentive compensation. The Compensation Committee would determine the manner by which we will seek recovery. 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 2025. 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 as part of our regular incentive plans. When they are awarded, their timing is generally dictated by the event precipitating the award (e,g,, new hire, promotion, etc.) and/or the schedules of the Committee members approving the award. In 2025, the Company granted no stock options that would require additional disclosure under SEC rules regarding the grant of options close in time to the release of material nonpublic information. We do not time the release of material information to affect the value of our executive compensation.

  38. Executive Compensation

    | NAME AND PRINCIPAL POSITION(1) | FISCAL PERIOD | SALARY ($) | BONUS ($)(2) | STOCK AWARDS ($)(3) | OPTION AWARDS ($)(4) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(5) | ALL OTHER COMPENSATION ($)(6) | TOTAL ($) | | Natalia Shuman President and Chief Executive Officer | 2025 | 850,000 | — | 1,971,413 | 190,482 | 510,000 | 88,474 | 3,610,368 | | Edward J. Prajzner Sr. Executive Vice President and Chief Financial Officer | 2025 | 500,000 | — | 678,311 | — | 300,000 | 25,502 | 1,503,813 | | | 2024 | 500,000 | — | 777,250 | — | 157,500 | 24,757 | 1,459,506 | | | 2023 | 450,769 | 175,000 | 634,301 | | — | 22,787 | 1,282,857 | | Manuel Stamatakis Executive Chairman | 2025 | 725,000 | — | 1,527,473 | 1,982,372 | 435,000 | 46,484 | 4,716,328 | | | 2024 | 591,346 | — | 1,040,000 | — | 196,875 | 42,151 | 1,870,372 | | | 2023 | 241,269 | 250,000 | 109,999 | 759,000 | — | 2,644 | 1,362,912 | | Gennaro D’Alterio Executive Vice President and Chief Commercial Officer | 2025 | 394,615 | — | 324,930 | — | 200,640 | 12,146 | 932,331 | | | 2024 | 380,000 | — | 373,598 | — | 59,850 | 12,050 | 825,498 | | Hani Hammad Executive Vice President and Chief Operating Officer | 2025 | 448,077 | 30,000 | 489,221 | — | 270,000 | 15,243 | 1,252,541 | | | 2024 | 300,000 | — | 799,992 | — | 48,461 | 4,983 | 1,153,436 |

  39. Executive Compensation

    | (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. |

  40. Executive Compensation

    | (3) This column represents the value of RSUs, PSUs or performance-based RSUs, based upon their grant date fair value for stock compensation computed in accordance with FASB ASC Topic 718, as described in Note 12 to the audited financial statements filed with our Annual Report on Form 10-K for the year ended December 31, 2025. |

  41. Executive Compensation

    The following table sets forth the maximum number of performance-based RSUs that can be earned if the specific levels of financial performance are achieved, which were derived using $10.08 per share, the average high and low prices of our shares on March 10-12, 2025. The maximum values of the performance-based RSUs were determined using the closing share price on the date of grant, $10.25.

  42. Executive Compensation

    | Name | Maximum Number of Performance Share Units | Maximum Value of Performance Share Units | | Natalia Shuman | 337,300 | $3,457,325 | | Edward Prajzner | 124,006 | $1,271,062 | | Manuel Stamatakis | 287,700 | $2,948,925 | | Gennaro D’Alterio | 60,320 | $618,280 | | Hani Hammad | 89,290 | $915,223 |

  43. Executive Compensation

    | (4) The amounts reported are the grant date fair value of stock options granted to NEOs pursuant to FASB ASC Topic 718, excluding estimated forfeitures. The assumptions used to calculate the value of option awards are set forth under Note 12 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for fiscal 2025 filed with the SEC on March 11, 2026 |

  44. Executive Compensation

    | (5) 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. |

  45. Executive Compensation

    | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | | NAME | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | | Natalia Shuman | $467,500 | $850,000 | $1,700,000 | | Edward Prajzner | $275,000 | $500,000 | $1,000,000 | | Manuel Stamatakis | $398,750 | $725,000 | $1,450,000 | | Gennaro D’Alterio | $183,920 | $334,400 | $668,800 | | Hani Hammad | $247,500 | $450,000 | $900,000 |

  46. Executive Compensation

    | (1) Amounts are potential payouts under the Company’s cash bonus plan for named executive officers for 2025, which are based on Company performance. The threshold assumes minimum performance for each metric, 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 for each metric. No amounts are paid for a specific performance metric if performance is below the minimum performance level. The actual awards earned for 2025 are included under the Non-Equity Incentive Plan Compensation in the Summary Compensation Table for 2025. 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 above. |

  47. Executive Compensation

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | | All Other Stock Awards: Number of Shares of Stock or Units(2) (#) | All Other Option Awards: Number of Securities Underlying Options(3) (#) | Exercise or Base Price of Option Awards ($/Shr.) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Approval Date | Grant Date | Threshold (#) | Target (#) | MAXIMUM (#) | | | | | | Natalia Shuman | 3/5/2025 | 3/12/2025 | 92,758 | 168,650 | 337,300 | | | | 1,728,663 | | | 9/8/2025 | 9/8/2025 | | | | | 35,000 | 9.71 | 190,482 | | | 9/8/2025 | 9/8/2025 | | | | 25,000 | | | 242,750 | | Edward Prajzner | 3/5/2025 | 3/12/2025 | 34,102 | 62,003 | 124,006 | | | | 635,531 | | | 3/5/2025 | 3/12/2025 | | | | 4,600 | | | 42,780 | | Manuel Stamatakis | 12/31/2024 | 1/6/2025 | | | | | 375,000 | 9.06 | 1,982,371 | | | 3/5/2025 | 3/12/2025 | 79,118 | 143,850 | 287,700 | | | | 1,474,463 | | | 3/5/2025 | 3/12/2025 | | | | 5,700 | | | 53,010 | | Gennaro D’Alterio | 3/5/2025 | 3/12/2025 | 16,587 | 30,158 | 60,320 | | | | 309,120 | | | 3/5/2025 | 3/12/2025 | | | | 1,700 | | | 15,810 | | Hani Hammad | 3/5/2025 | 3/12/2025 | 24,554 | 44,644 | 89,290 | | | | 457,601 | | | 3/5/2025 | 3/12/2025 | | | | 3,400 | | | 31,620 |

  48. Executive Compensation

    | (1) Amounts are potential payouts of performance-based RSUs. 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 2025 are shown in the Compensation Discussion and Analysis under the heading “Bonus Plan and Equity Plan Results.” Any performance-based RSUs a named executive officer earns will vest 25% per year, on each December 31 of 2026, 2027, 2028 and 2029. |

  49. Executive Compensation

    | (2) Amount awarded to Ms. Shuman represents RSUs that vest 33.3% per year, on each September 8 of 2026, 2027, and 2028. Amounts awarded to other named executive officers represent RSUs that vested 100% on March 5, 2026. |

  50. Executive Compensation

    | (3) Amount awarded to Ms. Shuman represents stock options that vest 100% on September 8, 2026. Amount awarded to Mr. Stamatakis represents stock options that vested 100% on December 31, 2025. |

  51. Executive Compensation

    | (4) The grant date fair value of performance-based RSU’s was determined using target shares granted. |

  52. Executive Compensation

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 The following tables provide information regarding equity awards granted to our named executive officers that were outstanding as of December 31, 2025:

  53. Executive Compensation

    | (1) These columns represent unvested RSUs which have only time-based vesting restrictions remaining plus performance based RSUs granted for 2025 which have been earned for the 2025 performance. |

  54. Executive Compensation

    | (3) This column represents unvested stock options that vest 100% on September 8, 2026. |

  55. Executive Compensation

    | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Edward Prajzner | 24,544 | 270,063 | | Manny Stamatakis | 125,000 | 978,750 | | Gennaro D’Alterio | 10,539 | 102,671 | | Hani Hammad | 23,530 | 253,889 |

  56. Executive Compensation

    | PAY VERSUS PERFORMANCE - PEO | | | | | | | | | | | | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON | | | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (SHUMAN) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (STAMATAKIS) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (BERTOLOTTI) | COMPENSATION ACTUALLY PAID TO PEO (SHUMAN) | COMPENSATION ACTUALLY PAID TO PEO (STAMATAKIS) | COMPENSATION ACTUALLY PAID TO PEO (BERTOLOTTI) | TOTAL SHAREHOLDER RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN | NET INCOME (THOUSANDS) | ADJUSTED EBITDA (THOUSANDS) | | 2025 | $3,581,697 | | | $3,044,777 | | | $162.93 | $232.80 | $16,837 | $91,109 | | 2024 | | $1,870,372 | | | $1,962,872 | | $116.71 | $213.98 | $18,958 | $82,459 | | 2023 | | $1,362,912 | $3,849,121 | | $1,362,912 | $3,132,350 | $94.31 | $171.91 | ($17,453) | $65,800 | | 2022 | | | $2,062,234 | | | $532,393 | $63.52 | $126.97 | $6,499 | $58,150 | | 2021 | | | $2,527,461 | | | $2,347,163 | $95.75 | $112.70 | $3,860 | $62,976 |

  57. 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) | | 2025 | $2,089,325 | $2,359,464 | $162.93 | $232.80 | $16,837 | $91,109 | | 2024 | $1,124,383 | $893,513 | $116.71 | $213.98 | $18,958 | $82,459 | | 2023 | $821,784 | $790,269 | $94.31 | $171.91 | ($17,453) | $65,800 | | 2022 | $748,334 | $473,252 | $63.52 | $126.97 | $6,499 | $58,150 | | 2021 | $1,006,564 | $973,205 | $95.75 | $112.70 | $3,860 | $62,976 |

  58. Executive Compensation

    | PEO - SHUMAN | | | | 2025 | | Summary compensation table total | $3,581,697 | | Less Stock awards in summary compensation table | ($2,133,224) | | 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 | $1,596,304 | | 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 | — | | 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 | — | | Less the fair value at the end of the prior year of awards that were forfeited in the year | — | | Plus the value of dividends paid on awards during the year and prior to vesting that were not otherwise included in total compensation for the year | — | | Compensation actually paid | $3,044,777 |

  59. Executive Compensation

    | NON-PEO NAMED EXECUTIVE OFFICER Average | | | | 2025 | | Summary compensation table total | $2,089,325 | | Less Stock awards in summary compensation table | ($1,238,648) | | 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 | $1,022,493 | | 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 | $401,343 | | 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 | $84,951 | | Less the fair value at the end of the prior year of awards that were forfeited in the year | — | | Plus the value of dividends paid on awards during the year and prior to vesting that were not otherwise included in total compensation for the year | — | | Compensation actually paid | $2,359,464 |

  60. Executive Compensation

    Adjusted EBITDA and Free Cash Flow are non-GAAP financial measures and are defined on page 42 of the Compensation Discussion and Analysis section of this Proxy Statement. Exhibit B contains a table reconciling these non-GAAP financial measurements to the most comparable financial measure under GAAP for 2025. Peer Group The following is the peer groups used to determine peer group total shareholder return in this section. This is the same peer group used by the Compensation Committee to evaluate the competitiveness of our compensation, as discussed above in the Compensation Discussion and Analysis.

  61. 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 net income: 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 (including, in certain cases, upon or in connection with 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.”

  62. Executive Compensation

    | CIRCUMSTANCE OF TERMINATION | SALARY | INCENTIVE BONUS(1) | UNVESTED EQUITY AWARDS (2) | HEALTHCARE BENEFITS | TOTAL | | No Change in Control | | | | | | | Natalia Shuman | $1,700,000 | –– | $320,013 | $15,334 | $2,035,347 | | Edward Prajzner(2) | $1,000,000 | — | $531,907 | $33,619 | $1,565,526 | | Manuel Stamatakis | $1,450,000 | –– | $3,016,177 | –– | $4,466,177 | | Gennaro D’Alterio | $418,000 | — | $123,881 | $29,700 | $571,581 | | Hani Hammad | $450,000 | — | $283,638 | $29,700 | $763,338 | | Change in Control | | | | | | | Natalia Shuman | $1,700,000 | $1,700,000 | $1,825,704 | $15,334 | $5,241,037 | | Edward Prajzner(2) | $1,000,000 | $1,000,000 | $1,083,700 | $33,619 | $3,117,319 | | Manuel Stamatakis | –– | –– | $3,016,177 | –– | $3,016,177 | | Gennaro D’Alterio | $627,000 | $501,600 | $473,186 | $29,700 | $1,631,486 | | Hani Hammad | $675,000 | $675,000 | $863,160 | $29,700 | $2,242,860 |

  63. 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. |

  64. Executive Compensation

    | (2) Actual performance achieved as of December 31, 2025 was used for the determination of outstanding PRSUs within Unvested Equity Awards for each respective executive officer. |

  65. Executive Compensation

    EMPLOYMENT AGREEMENTS Shuman Employment Agreement In connection with Natalia Shuman hire as President and CEO, the Company and Natalia entered into an employment agreement on December 5, 2024 (the “Employment Agreement”). Pursuant to the Employment Agreement, Natalia commenced employment on January 1, 2025, with an initial annual base salary of $850,000 and has a target annual bonus opportunity equal to 100% of her base salary (with actual payout ranging between 0% and 200% of target, depending on actual performance). Natalia is also eligible for annual equity awards and, for 2025, the target amount of her equity incentive opportunity was 200% of her base salary (with the resulting award ranging between 0% and 200% of target, depending on actual performance). The size of subsequent annual equity awards to Natalia will be determined by the Compensation Committee, in its discretion.

  66. Exhibit A

    Exhibit A Amendment to MISTRAS Group, Inc 2016 Long-Term Incentive Plan MISTRAS GROUP, INC. 2016 LONG-TERM INCENTIVE PLAN AMENDED AND RESTATED AS OF MARCH 27, 2024 ARTICLE 1 GENERAL 1.1 Purpose. The purpose of the Plan is to enable the Company to provide equity-based and other incentive compensation opportunities in order to facilitate the ability of the Company to attract, motivate, reward and/or retain qualified employees, directors and other service providers who make or are expected to make significant contributions to the success of the Company and its Subsidiaries. 1.2 Eligibility. Awards may be granted under the Plan to any present or future non-employee director, officer or employee of, and any consultant or adviser to, the Company or any of its Subsidiaries, provided that Incentive Stock Options may be granted only to employees of the Company or a Subsidiary. 1.3 Types of Awards. Awards under the Plan may include, without limitation, Options, Stock Appreciation Rights, shares of Restricted Stock, Restricted Stock Units, other Share-based Awards and Cash-Based Awards, all as described in Articles 5 through 7 hereof. ARTICLE 2 DEFINITIONS 2.1 “Award” means an award made to an eligible service provider under the Plan. 2.2 “Award Agreement” means a written or electronic agreement between the Company and a Participant setting forth the terms and conditions of an Award. 2.3 “Board” means the Board of Directors of the Company. 2.4 “Cash-Based Award” means an Award granted under and subject to Section 7.2 hereof. 2.5 “Cause” means, with respect to any Participant and unless otherwise specified in a Participant’s Award Agreement, (a) if there is an employment or other services agreement between the Participant and the Company or a Subsidiary that defines the term “cause” (or a term of like import), the Participant’s engaging in conduct that constitutes “cause” (or a term of like import) within the meaning of that agreement, or (b) if there is no employment or service agreement between the Participant and the Company or a Subsidiary that defines the term “cause” (or a term of like import), (1) the Participant’s failure (other than temporarily while physically or mentally incapacitated) or refusal to perform the duties of the Participant’s employment or other service if such failure or refusal shall not have ceased or been remedied within fifteen days following written warning from the Company or a Subsidiary; (2) the Participant’s engaging in conduct or activities materially damaging to the property, business or reputation of the Company or a Subsidiary or to the ability of the Participant to perform the duties of his or her employment or other services; (3) the Participant’s conviction of or plea of no contest to a felony; (4) a material breach by the Participant of any material written restrictive covenant or agreement made by the Participant with the Company or any successor or acquiring company (or any of their respective affiliates); (5) a material unauthorized disclosure intentionally made by the Participant to any person of any confidential information or trade secrets of the Company or any of its Subsidiaries; or (6) the Participant’s failure to comply in all material respects with the policies of the Company or a Subsidiary or with any non-competition, non-solicitation or other restrictive covenants made by or the fiduciary duties of the Participant to the Company or a Subsidiary; in each of such cases as determined by the Board or the Committee acting in its good faith discretion.

  67. Exhibit A

    2.6 “Change in Control” means the occurrence of any of the following events: (a) any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than (i) a subsidiary of the Company, (ii) any trustee or other fiduciary holding securities under any employee benefit plan of the Company, (iii) Sotirios Vahaviolos (and any person whose holdings would be attributed to Dr. Vahaviolos pursuant to Section 318(a) of the Code), or (iv) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) is or becomes the “beneficial owner” (as defined in Rule l3d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 40% or more of the combined voting power of the Company’s then outstanding securities, other than an acquisition directly from the Company; (b) there is consummated a consolidation, merger or reorganization of the Company, unless (1) the stockholders of the Company immediately before such consolidation, merger or reorganization own, directly or indirectly, at least a majority of the combined voting power of the outstanding voting securities of the corporation or other entity resulting from such consolidation, merger or reorganization, (2) individuals who were members of the Board immediately prior to the execution of the agreement providing for such consolidation, merger or reorganization constitute a majority of the board of directors of the surviving corporation or of a corporation directly or indirectly beneficially owning a majority of the voting securities of the surviving corporation, and (3) no person beneficially owns more than 50% of the combined voting power of the then outstanding voting securities of the surviving corporation (other than a person who is (A) the Company or a subsidiary of the Company, (B) an employee benefit plan maintained by the Company, the surviving corporation or any subsidiary, or (C) the beneficial owner of 50% or more of the combined voting power of the outstanding voting securities of the Company immediately prior to such consolidation, merger or reorganization); or (c) there is consummated a plan of complete liquidation or dissolution of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets, in one transaction or a series of related transactions, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity more than 50% of the combined voting power of the voting securities of which is owned by stockholders of the Company in substantially the same proportion as their ownership of the Company immediately prior to such sale. 2.7 “Code” means the Internal Revenue Code of 1986, as amended. 2.8 “Committee” means the Compensation Committee of the Board. 2.9 “Company” means Mistras Group, Inc., a Delaware corporation, and any successor thereto. 2.10 “Disability” means a Participant’s inability to engage in any substantial gainful activity by reason of a physical or mental illness or injury that is expected to result in death or to last for one year or more, as determined by a duly licensed physician designated by the Company. 2.11 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 2.12 “Exercise Price” means, with respect to an Option, the price at which a holder may purchase the Shares covered by the Option and, with respect to a SAR, the baseline price of the Shares covered by the SAR; provided that in no event may the Exercise Price per Share be less than 100% of the Fair Market Value per Share on the date the Option or SAR is granted (110% in the case of an ISO granted to a Ten Percent Stockholder). 2.13 “Fair Market Value” means, as of any relevant date: (a) the closing price per Share on such date on the principal securities exchange on which the Shares are traded or, if no Shares are traded on that date, the closing price per Share on the next preceding date on which Shares are traded, or (b) the value determined under such other method or convention as the Committee, acting in a consistent manner in accordance with the Plan and applicable tax law, may prescribe. 2.14 “Good Reason” means (a) if there is an employment or other services agreement between the Participant and the Company or a Subsidiary that defines the term “good reason” (or a term of like import), the meaning defined in such agreement; or

  68. Exhibit A

    (b) if there is no employment or service agreement between the Participant and the Company or a Subsidiary that defines the term “good reason” (or a term of like import), then: actions or omissions by the Company or an affiliate at the time of or following a Change in Control resulting in any of the following, without the advance written consent of the Participant: (i) the assignment to the Participant of any duties materially inconsistent with the Participant’s position, authority, duties or responsibilities as in effect immediately prior to the Change in Control, or any other material diminution in such position, authority, duties or responsibilities; (ii) any reduction in the Participant’s annual base salary in effect immediately prior to the Change in Control; (iii) the failure to provide the Participant with bonus opportunities at least as generous in the aggregate as those to which the Participant was entitled immediately prior to the Change in Control; (iv) a failure by the Company to timely pay the Participant any compensation earned by the Participant; or (v) the Company’s requiring the Participant (1) to be based at any office or location more than fifty (50) miles from the office where the Participant was employed immediately prior to the Change in Control, or (2) to travel on Company business to a materially greater extent than what was customarily required prior to the Change in Control. Notwithstanding the foregoing, for purposes of this subsection (b), a Participant will not have “Good Reason” to terminate his or her employment merely because the Participant is no longer a senior executive of a public company and/or has a change in title, duties, authority, responsibilities or reporting structure as a result of the Change in Control transaction (including having a reporting relationship within a larger company) provided that the Participant retains a substantially similar level of responsibilities over the other portions and areas of the business for which he or she exercised responsibility prior to the Change in Control transaction. In order to terminate for “Good Reason,” a Participant must provide written notice to the Company his or her intent to terminate for Good Reason, together with an description of the conduct or circumstances giving rise to such termination, which notice must be provided within 60 days after the occurrence of such conduct or circumstances. The Company shall have the right to correct such conduct or circumstances (and thereby avoid a termination for Good Reason) within 30 days after it receives the written notice described in the preceding sentence. If the Company does not correct such conduct or circumstances within such 30-day cure period, then the Participant may terminate his or her employment for Good Reason, provided that such termination is effective within 30 days (after the end of such 30-day cure period). 2.15 “Incentive Stock Option” or “ISO” means an Option that qualifies as an “incentive stock option” within the meaning of Section 422 of the Code. 2.16 “Option” means an option to purchase Shares granted pursuant to Section 5.1. 2.17 “Participant” means any person who has been selected to receive an Award under the Plan or who holds an outstanding Award under the Plan. 2.18 “Plan” means the long-term incentive plan set forth herein, as it now exists or is hereafter amended. 2.19 “Restricted Stock” means stock issued in the name of a Participant pursuant to Section 6.1, subject to applicable transfer restrictions and vesting and other conditions. 2.20 “Restricted Stock Unit” or “RSU” means a contingent right to receive Shares in the future that is granted pursuant to Section 6.1. 2.21 “Shares” means shares of the Company’s common stock. 2.22 “Stock Appreciation Right” or “SAR” means a right to receive appreciation in the value of Shares granted pursuant to Section 5.2. 2.23 “Subsidiary” means (a) a corporation or other entity in an unbroken chain of corporations or other entities at least 50% of the total value or voting power of the equity securities of which is owned by the Company or by any other corporation or other entity in the chain, and (b) any other corporation or entity in which the Company has a 20% controlling interest, directly or indirectly, as may be designated by the Committee pursuant to the criteria set forth in Section 1.409A-1(b)(5)(iii)(E) of the Treasury regulations.

  69. Exhibit A

    2.24 “Ten Percent Stockholder” means a person who owns or is deemed to own (under Section 424(d) of the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary. ADMINISTRATION 3.1 General. Except as otherwise determined by the Board in its discretion, the Plan shall be administered by the Committee. The Committee shall be composed of at least two or more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act) with respect to Awards made to a Participant who is subject to Section 16 of the Exchange Act. 3.2 Authority of the Committee. Subject to the provisions of the Plan (including, without limitation, the minimum vesting condition and the restriction against vesting acceleration set forth in Section 3.4), the Committee, acting in its discretion, may select the persons to whom Awards will be made, prescribe the terms and conditions of each Award and make amendments thereto, construe, interpret and apply the provisions of the Plan and of any Award Agreement, and make any and all determinations and take any and all other actions as it deems necessary or desirable in order to carry out the terms of the Plan or of any Award. The Committee shall have full power and authority to carry out its responsibilities and functions under the Plan. The Committee may obtain at the Company’s expense such advice, guidance and other assistance from outside compensation consultants and other professional advisers as it deems appropriate. 3.3 Delegation of Authority. (a) General. Except as limited by applicable law and as otherwise provided by Section 3.3(b) below, the Committee may delegate (which delegation may be modified or revoked at any time) to any person or subcommittee (who may, but need not be members of the Committee or the Board or officers of the Company) such Plan-related administrative authority and responsibilities as it deems appropriate, provided, however, that the Committee may not delegate its authority with respect to non-ministerial actions relating to individuals who are subject to the reporting requirements of Section 16(a) of the Exchange Act. (b) Authority to Grant Awards. To the extent permitted by applicable law, the Board may, by resolution, authorize (which authorization may be modified or revoked at any time) one or more executive officers (each, an “Authorized Officer”) to do one or both of the following on the same basis as (and as if the Authorized Officer for such purposes were) the Committee: (i) designate eligible employees to receive Awards and (ii) determine the size and terms and conditions of any such Awards; provided, however, that the Board shall not delegate such responsibilities to any executive officer for Awards to an eligible employee who is an executive officer, a non-employee director of the Company, or a more than 10% beneficial owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined in accordance with Section 16 of the Exchange Act. The Authorized Officer(s) shall report periodically to the Board or the Committee regarding the nature and scope of the Awards granted by them pursuant to this Section 3.3(b). 3.4 Minimum Vesting Condition. Any Award granted hereunder shall provide for a vesting period of at least one year following the date of grant. Notwithstanding the preceding sentence, Awards may be granted hereunder without any such minimum vesting condition; provided that the foregoing exception shall apply solely to Awards granted to non-employee directors of the Company. The foregoing minimum vesting requirement does not prevent the Committee from granting Awards that contain rights to accelerated vesting on a termination of employment or service, from applying Sections 9.1 and 9.2 hereof or from otherwise accelerating the vesting of any Award in its discretion. 3.5 Decisions Binding. Any determination made by the Committee in the exercise of its authority with respect to the Plan or any Award shall be made in the Committee’s sole discretion, and all such determinations shall be final, conclusive and binding on all persons. 3.6 Indemnification. No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary acting on behalf of the Board or the Committee (including an Authorized Officer), shall be personally liable for any action, omission, determination, or interpretation taken or made in good faith with respect to the Plan. The Company shall indemnify and hold harmless each member of the Committee and the Board and any such officer or employee of the Company or any Subsidiary to whom any duty or power relating to the administration of the Plan or

  70. Exhibit A

    any Award is delegated from and against any loss, cost, liability (including any sum paid in settlement of a claim with the approval of the Board), damage and expense (including reasonable legal and other expenses incident thereto) arising out of or incurred in connection with the Plan, unless and except to the extent attributable to such person’s fraud or willful misconduct. SHARES SUBJECT TO THE PLAN; INDIVIDUAL AWARD LIMITS 4.1 Shares Issuable under the Plan. Subject to Section 4.2, 7,900,000 Shares shall be available for grant and issuance pursuant to Awards made under the Plan. The maximum number of Shares that may be issued pursuant to ISOs shall be 1,000,000. If and to the extent that an Award terminates, expires, is canceled or is forfeited for any reason (including upon cancellation or settlement of such award in exchange for cash or property other than Shares), the Shares associated with that Award will become available (or again be available) for grant under the Plan. Similarly, Shares withheld in settlement of a tax withholding obligation associated with an Award (other than a stock option or stock appreciation right), will become available (or again be available) for grant under the Plan. However, for the avoidance of doubt, in the case of a stock-based settlement of a stock appreciation right, any Shares that are subject to the exercised portion of the Award that are not delivered upon such exercise will not become available (or again be available) for grant under the Plan. Similarly, any Shares withheld in satisfaction of the exercise price of a stock option will not become available (or again be available) for grant under the Plan. Shares issued in respect of awards granted in substitution for equity-based awards of any entity acquired by the Company or a Subsidiary, or with which the Company or a Subsidiary combines, will not be counted against the number of shares available for issuance hereunder. Shares issued under the Plan may be either authorized and unissued Shares, or authorized and issued Shares held in the Company's treasury, or any combination of the foregoing. 4.2 Adjustments for Capital Changes. In the event of a split-up, spin-off, stock dividend, recapitalization, consolidation of shares or similar capital change, the Board or the Committee shall make such adjustments to the number and class of shares that may be issued under the Plan pursuant to Section 4.1 and the number, class and/or Exercise Price of Shares subject to outstanding Awards, as the Committee, in its discretion, deems appropriate in order to prevent undue dilution or enlargement of the benefits available under the Plan or an outstanding Award, as the case may be, provided that the number of Shares subject to any Award shall always be a whole number. Any determination or adjustment made by the Board or the Committee under this Section shall be binding and conclusive on all persons. 4.3 Foreign Holders. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in countries other than the United States in which the Company and/or any of its respective Subsidiaries operate or have employees, directors and consultants, in order to comply with the requirements of any foreign securities exchange or other applicable law, or to otherwise ensure the viability of the benefits from Awards granted to employees, directors and consultants performing services in such countries and to meet the objectives of the Plan, the Committee, in its discretion, shall have the power and authority to: (i) modify the terms and conditions of any Award granted to employees, directors and consultants outside the United States to comply with applicable law (including, without limitation, applicable foreign laws or listing requirements of any foreign securities exchange); (ii) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; provided, however, that no such subplans and/or modifications shall increase the share limitations contained in Section 4.1; and (iii) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any foreign securities exchange. ARTICLE 5 STOCK OPTIONS; STOCK APPRECIATION RIGHTS 5.1 Grant of Company Stock Options. The Committee may grant Options to Participants upon such vesting, exercise, forfeiture and other terms and conditions as the Committee, acting in its discretion in accordance with the Plan, may determine, either at the time an Option is granted or, if the holder’s rights are not adversely affected, at any subsequent time. Each Option will be deemed NOT to be an Incentive Stock Option unless and except to the extent that, at the time the Option is granted, the Committee specifically designates such Option as an Incentive Stock Option. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Shares with respect to which Incentive Stock Options are exercisable for the first time by any Participant during any calendar year (under all

  71. Exhibit A

    5.8 Termination of Employment or Service. Unless otherwise determined by the Committee at grant, or thereafter if no rights of the Participant are thereby reduced, the following rules apply with regard to outstanding Options and SARs held by a Participant at the time of his or her termination of employment or other service with the Company and its Subsidiaries: (a) If the Participant’s employment or service is terminated for any reason other than for Cause or the Participant’s death or Disability then (1) any unvested Options and SARs outstanding at the time of the Participant’s termination of employment or other service will thereupon be canceled and of no further force or effect, and (2) any vested Options and SARs outstanding at such time will expire and be of no further force or effect if and to the extent they are not exercised within ninety (90) days after the date of such termination of employment or other service, provided that in no event may any such vested Options and SARs be exercised after the expiration of the stated term thereof. (b) If the Participant’s employment or other service is terminated on account of the Participant’s death or Disability, then (1) any unvested Options and SARs outstanding at the time of the Participant’s termination of employment or other service will thereupon be canceled and of no further force or effect, and (2) any vested Options and SARs outstanding at such time will expire and be of no further force or effect if and to the extent they are not exercised within one year after the date of such termination of employment or other service, provided that, in no event may such vested Options and SARs be exercised after the expiration of the stated term thereof. (c) If the Participant’s employment or other service is terminated by the Company or a Subsidiary for Cause (or at a time when grounds for a termination for Cause exist), then, notwithstanding anything to the contrary contained herein, such outstanding Options and/or SARs (whether or not otherwise vested) shall immediately terminate and shall have no further force or effect. 5.9 Rights as a Stockholder. A Participant shall have no rights to vote or receive dividends or any other rights of a stockholder with respect to any Shares covered by an Option or SAR unless and until such Option or SAR is validly exercised and such Shares are issued to the Participant. The Company will issue such Shares promptly after the exercise of such Option or SAR (to the extent the SAR is settled in Shares) is completed. ARTICLE 6 RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS 6.1 Grant of Restricted Stock and RSU Awards. The Committee may grant Restricted Stock Awards and/or Restricted Stock Unit Awards (RSUs) to any Participant. Under a Restricted Stock Award, the Company issues Shares to the Participant when the Award is made and the Shares are subject to such vesting and other terms and conditions as the Committee may prescribe. Under a Restricted Stock Unit Award, the Participant receives the right to receive Shares in the future if the vesting and other terms and conditions imposed by the Committee are satisfied. The vesting and other terms and conditions applicable to the Shares covered by a Restricted Stock Award or the RSUs covered by a Restricted Stock Unit Award (including, but not limited to, conditions and restrictions tied to the achievement of specified performance objectives and/or the completion of one or more specified periods of future service) will be determined by the Committee, acting in its discretion in accordance with the Plan, when the Award is granted and will be set forth in the applicable Award Agreement. 6.2 Minimum Purchase Price for Shares. Unless the Committee, acting in accordance with applicable law, determines otherwise, the purchase price payable for Shares issued pursuant to a Restricted Stock Award or a Restricted Stock Unit Award must be at least equal to the par value of the Shares. 6.3 Restricted Shares. Shares issued pursuant to a Restricted Stock Award may be evidenced by book entries on the Company’s stock transfer records pending satisfaction of the applicable vesting conditions. If a stock certificate for restricted Shares is issued, the certificate will bear an appropriate legend to reflect the nature of the conditions and restrictions applicable to the Shares. The Company may retain physical possession of any such stock certificate and may require a Participant to deliver a stock power to the Company, endorsed in blank, in order to facilitate the transfer back to the Company of restricted Shares that are forfeited. Notwithstanding the foregoing, if a Participant forfeits Shares covered by a Restricted Stock Award, the Shares that are forfeited shall automatically be cancelled on the books and records of the Company whether or not the Participant returns a certificate for such Shares or otherwise fails or refuses to execute documents or take other action requested by the Company in connection with the cancellation of the forfeited Shares. Except to the extent otherwise provided under the Plan or the Award Agreement,

  72. Exhibit A

    a Participant who holds unvested Shares pursuant to a Restricted Stock Award shall have all of the rights of a stockholder with respect to said Shares, including the right to vote the Shares and the right to receive dividends thereon (subject to the vesting and payment conditions described in Section 6.5). 6.4 Shares Covered by RSU Awards. No Shares will be issued pursuant to a RSU Award unless and until the applicable vesting and other conditions have been satisfied. The holder of a RSU Award shall have no rights as a stockholder with respect to Shares covered by the RSUs unless and until the RSUs becomes vested and the Shares covered by the vested RSUs are issued to the Participant. Subject to Section 6.5, the Committee may provide that a Participant who holds RSUs will be entitled to receive dividend equivalent credits based upon the dividends that would have been payable with respect to the Shares covered by the RSUs if such Shares were outstanding. 6.5 Dividends on Restricted Stock and RSU Shares. If a dividend is declared with respect to outstanding Shares, then (a) a corresponding dividend will be paid with respect to Shares covered by an outstanding Restricted Stock Award, and (b) if specified in the applicable Award Agreement, a corresponding dividend equivalent will be credited with respect to the Shares covered by an outstanding RSU Award, as if such Shares were outstanding. In the case of RSU Awards, such dividend equivalent credits (if any) will be denominated in the form of cash or in the form of additional RSUs (based upon the then Fair Market Value per Share) or any combination thereof, all as determined by the Committee. Dividends paid and dividend equivalents credited with respect to Restricted Stock and RSU Awards shall be subject to the same vesting and forfeiture conditions and the same payment terms that are applicable to the Shares of Restricted Stock or RSU Shares to which such dividend or dividend equivalent credits apply and/or, if applicable, such different terms and conditions that may be required in order to comply with Section 409A of the Code. 6.6 Non-Transferability. No Restricted Stock Award or RSU Award, and no Shares covered by a Restricted Stock Award or RSU Award may be sold, assigned, transferred, disposed of, pledged or otherwise hypothecated other than to the Company or its designee in accordance with the terms of the Award or the Plan, and any attempt to do so shall be null and void. 6.7 Termination of Service Before Vesting; Forfeiture. Unless otherwise specified in the Award Agreement or otherwise subsequently determined by the Committee, unvested Shares held pursuant to a Restricted Stock Award and unvested RSUs held under a RSU Award shall be forfeited and canceled upon the termination of a Participant’s employment or other service with the Company and its Subsidiaries. Such cancellation shall not affect any right a Participant may have pursuant to the terms of the forfeited Award to receive all or a portion of the purchase price (if any) paid by the Participant in connection with the issuance of unvested Shares. 6.8 Timing Requirements for Settlement of RSUs. Unless otherwise specified in the applicable Award Agreement, RSUs shall be settled in the form of Shares or cash (as determined by the Committee) as soon as practicable after the RSUs become vested but in no event later than the 15th day of the third month following the calendar year in which the vesting of such RSUs occurs. Notwithstanding the foregoing, the original terms of a RSU Award may expressly provide that settlement of vested RSUs covered by the Award will be deferred until a later date or the occurrence of a subsequent event, provided that any such deferral provision complies with the election, distribution timing and other requirements of Section 409A of the Code. 6.9 Unrestricted Shares. A Participant who holds Shares that become vested under a Restricted Stock Award or who holds RSUs that become vested (to the extent the vested RSUs are settled in Shares) will be entitled to receive Shares (in certificated or book entry form) free and clear of the conditions and restrictions imposed by the Award Agreement and the Plan, subject, however, to the payment or satisfaction of applicable withholding taxes. ARTICLE 7 OTHER FORMS OF AWARD 7.1 Other Share-Based Awards. Subject to applicable law, the Committee, acting in its discretion, may grant such other forms of Award denominated or payable in, valued in whole or in part by reference to, or otherwise based upon or related to, Company Shares, including, without limitation, performance share awards, performance unit awards, stock bonus Awards, dividend equivalent Awards (either alone or in conjunction with other Awards), purchase rights for Shares, and Share-based Awards designed to comply with or take advantage of applicable laws outside of the United States. Each such Share-based Award will be made upon such vesting, performance and other terms and

  73. Exhibit A

    conditions as the Committee, acting in its discretion in accordance with the Plan, may determine. If and when a Share-based Award granted under this Section becomes payable, payment may be made in the form of cash, whole Shares or a combination of cash and whole Shares (as determined by the Committee). 7.2 Cash-Based Awards. Subject to the other terms of the Plan, the Committee may grant Cash-Based Awards (including immediate cash payments) either alone or in conjunction with other Awards under the Plan. Subject to applicable law, Cash-Based Awards may be granted in lieu of other compensation. The Committee shall establish the terms and conditions of Cash-Based Awards in its discretion, including vesting conditions (if any). 7.3 Termination of Service Before Vesting; Forfeiture. Unless otherwise specified in the Award Agreement or otherwise subsequently determined by the Committee, unearned and/or unvested Share-based Awards and Cash-Based Awards granted under this Article shall be forfeited and canceled upon the termination of a Participant’s employment or other service with the Company and its Subsidiaries. ARTICLE 8 [Reserved] ARTICLE 9 CHANGE IN CONTROL 9.1 Assumption or Substitution of Outstanding Awards. If a Change in Control occurs, the parties may agree that outstanding Awards shall be assumed by, or converted into a substitute award for or with respect to shares of common stock of, the successor or acquiring company (or a parent company thereof) on an economically equivalent basis. The vesting and other terms of any such assumed or substitute award shall be substantially the same as the vesting and other terms and conditions of the original Award, provided that (a) if the assumed or substituted Award is an Option or SAR, the number of shares and Exercise Price shall be adjusted in accordance with the principles set forth in Sections 1.424-1(a)(5) and 1.409A-1(b)(5)(v)(D) of the Treasury regulations, and (b) if the assumed or substituted Award is not an Option or SAR, the number of shares covered by the assumed or substitute Award will be based upon the Change in Control transaction value of the Company’s outstanding Shares. If the original Award is subject to the satisfaction of performance conditions, then such performance conditions shall be deemed to have been satisfied immediately prior to the Change in Control on the basis of the greater of (a) the target award or (b) actual performance as of the date of the Change in Control. If, within two years following a Change in Control, a Participant’s employment or other service terminates due to the Participant’s death or Disability or is terminated by the Company or a successor or acquiring company (or any of its or their affiliates) without Cause or by the Participant for Good Reason, then any outstanding assumed or substitute Awards held by such terminated Participant shall immediately be fully vested, and any outstanding assumed or substitute Options and SARs will remain outstanding for 180 days after such termination of employment (or, if earlier, until the expiration of their original stated terms). Notwithstanding the foregoing, any outstanding awards held by non-employee directors shall vest immediately upon a Change in Control. 9.2 Awards Not Assumed or Substituted. If a Change in Control occurs and if the parties do not agree that an outstanding Award shall be assumed or substituted by the successor or acquiring company (or a parent company thereof) pursuant to Section 9.1, then any time-based vesting conditions will be deemed fully satisfied and any performance conditions applicable to such Award will be deemed to have been satisfied immediately prior to the Change in Control on the basis of the greater of (a) the target award or (b) actual performance as of the date of the Change in Control. Each such Award shall be cancelled immediately prior to the effective time of the Change in Control in exchange for an amount equal to the per Share consideration received by the holders of outstanding Shares in the Change in Control transaction, reduced in the case of an Option or SAR by the Exercise Price for such Shares. No consideration will be payable in respect of the cancellation of an Option or SAR with an Exercise Price per Share that is equal to or greater than the value of the Change in Control transaction consideration per Share. The amount payable with respect to the cancellation of an outstanding Award pursuant to this Section will be paid in cash, unless the parties to the Change in Control agree that some or all of such amount will be payable in the form of freely tradable shares of common stock of the successor or acquiring company (or a parent company thereof). Subject to Section 9.4, the payments contemplated by this Section 9.2 shall be made upon at or as soon as practicable following the effective time of the Change in Control.