Mastech Digital (MHH) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 13, 2026, with shareholders voting on director elections, an amendment to the Stock Incentive Plan to allow RSUs, and a say-on-pay advisory vote.

• The record date for voting is March 31, 2026, with 11,875,706 shares outstanding.

• Shareholders can vote via internet, phone, or mail, and are encouraged to use electronic voting for efficiency.

Voting matters and shareholder proposals

• Shareholders will elect two Class III directors for three-year terms expiring in 2029.

• Proposal to amend the Stock Incentive Plan to allow issuance of restricted stock units (RSUs).

• Advisory (non-binding) vote on named executive officer compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board is divided into three classes with staggered three-year terms; current nominees are Arun Nayar and Srinivas Kandula.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with independent directors and written charters.

• Board leadership structure separates CEO and Co-Chairman roles.

• Board and committees oversee risk management, succession planning, and corporate governance guidelines.