Mistras Group (MG) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 19, 2025, with shareholders voting on director elections, auditor ratification, and executive compensation.

• The Board recommends voting for all seven director nominees, ratification of PricewaterhouseCoopers LLP as auditor, and approval of executive compensation.

• The company honors the legacy of its founder, Dr. Sotirios J. Vahaviolos, who passed away in early 2025.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors, ratify the appointment of PricewaterhouseCoopers LLP as auditor, and approve executive compensation on an advisory basis.

• Shareholders of record as of March 24, 2025, are eligible to vote.

• Proposals for the 2026 annual meeting must be submitted by December 10, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of seven members, five of whom are independent under NYSE rules.

• Four standing committees: Audit, Compensation, Corporate Governance, and Environmental, Social and Safety, all comprised solely of independent directors.

• The Board separates the roles of Chairman and CEO, with an independent Lead Director.

• Directors are evaluated based on experience, diversity, and qualifications; no term limits or mandatory retirement age.

• Stock ownership guidelines and a claw-back policy are in place for directors and executives.