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Mistras Group, Inc. Executive Compensation Report: Key Insights & Amendments

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Form 8-K/A
Filed on: 2025-01-02
Source
Mistras Group, Inc. Executive Compensation Report: Key Insights & Amendments

Key Information Extracted from the Financial Report

Filing Details

  • Form Type: 8-K/A (Amendment)
  • Filing Date: January 2, 2025
  • Original Report Date: December 5, 2024
  • Company: Mistras Group, Inc.
  • State of Incorporation: Delaware
  • SEC File Number: 001-34481
  • IRS Employer Identification Number: 22-3341267
  • Address: 195 Clarksville Road, Princeton Junction, New Jersey 08550
  • Phone Number: (609) 716-4000

Executive Compensation

  • Executive: Manuel N. Stamatakis
  • Position: Executive Chairman
  • Employment Agreement Date: December 31, 2024
  • Effective Date of Employment Agreement: January 1, 2025
  • Previous Agreement: Replaced the employment agreement dated October 9, 2023

Compensation Details

  • Base Salary: $725,000 annually
  • Target Annual Bonus: 100% of base salary (actual payout ranges from 0% to 200% based on performance)
  • Target Equity Incentive: 200% of base salary (actual award ranges from 0% to 200% based on performance)
  • Severance Package (upon termination without cause or resignation with good reason):
  • Lump sum cash payment: 200% of base salary
  • Pro rata annual incentive award based on target or actual performance
  • Pro rata portion of performance-based restricted stock units vesting
  • Vesting of time-vested stock options and previously earned performance-based restricted stock units

Indemnification

  • The Company will indemnify Mr. Stamatakis for acts or omissions in his capacity as an officer, director, or employee, and will advance expenses for his defense in any related proceedings.

Stock Option Award

  • Grant Date: January 6, 2025
  • Stock Option Granted: 375,000 shares
  • Exercise Price: Equal to the closing price of the common stock on the Grant Date
  • Vesting:
  • First anniversary of the Grant Date
  • Accelerated upon termination due to death, disability, or without cause
  • Expiration: Ten years from the Grant Date

Exhibits

  • Exhibit 10.1: Employment Agreement dated December 31, 2024
  • Exhibit 10.2: Form of Stock Option Award Agreement

Insights

  1. Executive Retention Strategy: The substantial salary, performance bonuses, and equity awards suggest a strong alignment with performance outcomes, which could help retain executive talent.
  2. Severance Terms: The severance benefits provide a safeguard for Mr. Stamatakis, indicating the company's commitment to protecting its executive leadership while also ensuring accountability.
  3. Stock Option Structure: The stock option grant is designed to incentivize long-term performance, with accelerated vesting terms that may encourage Mr. Stamatakis to remain with the company during critical transitional periods.
  4. Corporate Governance: The indemnification clause reflects a robust corporate governance framework, ensuring that executives can perform their duties without the fear of personal financial liability in connection with their roles.

Overall, the report indicates that Mistras Group, Inc. is focused on retaining key executive talent through competitive compensation packages that are closely tied to company performance.