Mistras Group (MG) Proxy filing summary

Executive summary

• The annual shareholders meeting will be held virtually on May 19, 2026, with voting on director elections, auditor ratification, an amendment to the long-term incentive plan, and an advisory vote on executive compensation.

• Shareholders of record as of March 31, 2026, are eligible to vote, with multiple voting methods available including online, phone, and mail.

• The Board recommends voting in favor of all proposals, including the election of seven directors, ratification of PricewaterhouseCoopers LLP as auditor, approval of the incentive plan amendment, and approval of executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying PwC as auditor for 2026, amending the 2016 Long-Term Incentive Plan to increase authorized shares, and an advisory say-on-pay vote.

• Shareholder proposals for the 2027 meeting must be submitted by December 8, 2026, to be included 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 of independent directors.

• The Board separates the roles of CEO and Chairman; an independent Lead Director is designated.

• Director nomination emphasizes diversity, independence, and relevant expertise; a Director Resignation Policy is in place for uncontested elections.

• No term limits or mandatory retirement age for directors; annual review of charters and policies.