UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Information Required in Proxy Statement

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Mistras Group, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

195 Clarksville Road, Princeton Junction, New Jersey 08550

Dear Mistras Shareholder:

April 9, 2025

We are pleased to invite you to attend the 2025 Annual Shareholders Meeting of Mistras Group, Inc. The annual meeting will be held on Monday, May 19, 2025, at 11:00 a.m., Eastern Time. The annual meeting will be conducted completely virtual, via a live webcast. You will be able to attend and participate in our annual meeting by visiting www.virtualshareholdermeeting.com/MG2025, where you will be able to listen to the annual meeting live, vote your shares and submit questions. There will be no physical meeting location.

At the annual meeting, you and our other shareholders will be asked to vote on the following:

•	Elect seven directors to our Board of Directors;

•	Ratify the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Mistras Group, Inc. for the year ending December 31, 2025;

•	Approve, on an advisory basis, the compensation of Mistras Group, Inc.’s named executive officers;

•	Conduct any other business which properly comes before the meeting.

You are entitled to participate in the virtual meeting if you were a shareholder as of the close of business on March 24, 2025, the record date, or hold a legal proxy for the annual meeting provided by your bank, broker, or nominee. To participate in the annual meeting webcast at www.virtualshareholdermeeting.com/MG2025, you must enter the control number found on your proxy card, voting instruction form or notice you receive. You may vote online during the annual meeting by following the instructions available on the annual meeting website during the annual meeting. Whether or not you plan to attend the annual meeting online, we urge you to vote and submit your proxy in advance of the annual meeting by one of the methods described in the proxy materials for the annual meeting.

Sincerely,



Manuel N. Stamatakis Executive Chairman of the Board			Natalia Shuman President and Chief Executive Officer

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195 Clarksville Road, Princeton Junction, New Jersey 08550

Notice of Annual Meeting

April 9, 2025

The 2025 Annual Shareholders Meeting of Mistras Group, Inc. will be held on Monday, May 19, 2025, at 11:00 a.m., Eastern Time. The meeting will be held exclusively via webcast at www.virtualshareholdermeeting.com/MG2025. There will be no physical location of the meeting and you will only be able to attend the annual meeting via the webcast. The details of the meeting are as follows:

MEETING DETAILS

Time and Date

May 19, 2025

Monday at 11:00 a.m.

Eastern Time

Location

Webcast at

www.virtualshareholdermeeting.com/MG2025

Record Date

March 24, 2025

ITEMS OF BUSINESS:


	1	Election of seven directors, constituting the entire Board of Directors.
	2	Ratify the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Mistras Group, Inc. for the year ending December 31, 2025.
	3	Approve, on an advisory basis, the compensation of Mistras Group, Inc.’s named executive officers

Who can vote: Holders of Mistras Group, Inc. common stock as of the close of business on March 24, 2025, are entitled to vote at the meeting and any adjournment or postponement of the meeting.

Attending the Meeting: Shareholders as of the close of business on March 24, 2025, or their duly appointed proxies, may attend the meeting online. To attend the 2025 annual meeting, go to www.virtualshareholdermeeting.com/MG2025, then enter the control number found on your proxy card, voting instruction form or notice you receive. You may vote during the meeting by following the instructions available on the meeting website during the meeting.

Voting by proxy: Please submit your proxy and/or voting instructions as described in the accompanying proxy statement or other proxy materials you receive promptly so that a quorum may be represented at the meeting.

By order of the Board of Directors

MICHAEL C. KEEFE

Executive Vice President,

General Counsel and Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS.

This Proxy Statement and the Mistras Group, Inc. 2024 Annual Report are available electronically on the Internet at

www.proxyvote.com and on the Company’s website at http://investors.mistrasgroup.com/financial-information.

TABLE OF CONTENTS

Table of Contents


General Information			1
Proxy Solicitation			1
Internet Availability of Proxy Materials			1
Voting Recommendation of the Board			1
Shareholders Entitled to Vote, Quorum			2
Votes Needed			2
How to Vote			2
Changing Your Vote			3
Effect of Not Casting Your Vote			3
Attending the Meeting			3
Tabulating the Votes			4
Voting Results			4
Corporate Governance.			5
Overview.			5
Board of Directors and Director Independence			6
Committees of the Board			6
Board Leadership Structure			8
Lead Director			8
Code of Ethics and Code of Conduct			8
Nomination of Directors			8
Director Resignation Policy			9
Stock Ownership Guidelines and Incentive Compensation Recoupment Policy			9
Insider Trading Compliance Policy			10
Other Key Governance Matters			10
Director Compensation			12
Compensation Committee Interlocks and Insider Participation			13
Certain Relationships, Proceedings and Related Person Transactions			14
Stock Ownership and Section 16 Compliance			16
Stock Ownership			16
Section 16(a) Beneficial Ownership Reporting Compliance			17
Proposals Requiring Shareholder Approval			18
Item 1: Election of Directors			18
Item 2: Ratification of Appointment of Independent Registered Public Accounting Firm			26
Audit Committee Report			26
Fees of Our Independent Registered Public Accounting Firm			28
Item 3: Advisory Vote on Executive Compensation			29

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PROXY STATEMENT

General Information

We are providing these proxy materials in connection with the solicitation by our Board of Directors of proxies to be voted at our 2025 annual meeting of shareholders (“2025 Annual Meeting”) and at any adjournment or postponement of the 2025 Annual Meeting. You are invited to attend the 2025 Annual Meeting, which will take place on May 19, 2025, beginning at 11:00 a.m., Eastern Time, via a webcast over the Internet at www.virtualshareholdermeeting.com/MG2025.

The terms “Mistras,” the “Company,” “we,” “our” and “us” mean Mistras Group, Inc. and the term “Board” means our Board of Directors, unless the context indicates otherwise. We are incorporated in the State of Delaware, and our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “MG.” Our fiscal year ends December 31.

PROXY SOLICITATION

The accompanying proxy is being solicited by our Board. The notice of annual meeting and this proxy statement (“Proxy Statement”) and proxy card or voting instructions are first being distributed to shareholders on or about April 9, 2025. In addition to this solicitation, employees of the Company may solicit proxies by telephone. All costs of the solicitation of proxies will be borne by the Company. On the proxy card or voting instruction included in the materials, a shareholder of record (that is, a shareholder who holds the shares in his, her or its own name with our transfer agent, Equiniti Trust Company, LLC) may substitute the name of another person in place of those persons presently named as proxies. To vote, a substitute proxy must present adequate identification to the Corporate Secretary or Inspector of Election for the 2025 Annual Meeting before the voting occurs.

At the 2025 Annual Meeting, the proxies appointed by the Board (the persons named in the proxy card or voting instructions) will vote your shares as you instruct. If you complete and submit your proxy without indicating how you would like to vote your shares, your proxy will be voted as the Board recommends.

INTERNET AVAILABILITY OF PROXY MATERIALS

We are using the Internet as our primary means of furnishing proxy materials to shareholders as permitted by the rules of the Securities and Exchange Commission (“SEC”). Consequently, most shareholders will not receive paper copies of our proxy materials. We will instead send shareholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including our Proxy Statement and annual report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose and how to attend the 2025 Annual Meeting via the Internet. This makes the proxy distribution process more efficient, less costly and helps conserve natural resources. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent electronically unless you change your election.

VOTING RECOMMENDATION OF THE BOARD

The Board recommends that shareholders vote:

•	FOR each of the seven nominees of the Board of Directors (Item 1);

•	FOR the ratification of the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2025 (Item 2); and

•	FOR the approval, on an advisory basis, of the compensation of our named executive officers (Item 3).


Mistras Group, Inc.	1	2025 Proxy Statement

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SHAREHOLDERS ENTITLED TO VOTE, QUORUM

Shareholders of record of our common stock at the close of business on March 24, 2025, are entitled to notice of and to vote at the 2025 Annual Meeting and any adjournments or postponements of the meeting. Each share entitles its owner to one vote.

The holders of a majority of the shares entitled to vote at the 2025 Annual Meeting must be present or represented by proxy in order to constitute a quorum for all matters to come before the 2025 Annual Meeting. Both abstentions and broker non-votes are counted for the purpose of determining the presence of a quorum. On the record date, we had 31,305,842 shares of common stock outstanding.

VOTES NEEDED

The following chart sets forth the proposals to be considered at the 2025 Annual Meeting, the voting choices for each proposal, the votes needed to elect directors and for each other agenda item to pass, and the manner in which votes will be counted.

AGENDA ITEM

VOTING OPTIONS

VOTES NEEDED

EFFECT OF

ABSTENTIONS

EFFECT OF BROKER

NON-VOTES

Election of Directors

For all nominees or withhold with respect any or all nominees.

Plurality, meaning the seven nominees receiving the most votes for their election will be elected.

No effect

No effect. No broker

discretion to vote.

Ratification of Appointment of Auditors

For, against, or abstain.

Majority of the shares present or represented at the meeting and entitled to vote on the matter.

Counted as vote. Same effect as vote against.

Brokers have discretion to vote.

Advisory Vote on the compensation of our named executive officers

For, against, or abstain.

Majority of the shares present or represented at the meeting and entitled to vote on the matter.

Counted as vote. Same effect as vote against.

No effect. No broker discretion to vote.

For Item 1, Election of Directors, as set forth in the Director Resignation Policy described on page 9, each director has agreed that if he or she receives more “Withheld” votes than “For” votes, the director will tender his or her resignation for consideration by the Corporate Governance Committee and the independent members of the Board.

HOW TO VOTE

Vote by Internet

You may vote by proxy

via the Internet by

following the instructions

provided on the

enclosed Proxy Card

Vote by Mail

You may vote by completing,

signing, dating and returning

your proxy card in the

pre-addressed, postage-paid

envelope provided.

Vote Online at the Meeting

You can vote at the meeting at www.virtualshareholdermeeting.com/ MG2025

Shares held in your name as the shareholder of record may be voted by you online at the 2025 Annual Meeting. Shares held beneficially in street name may be voted by you online at the 2025 Annual Meeting only if you obtain a legal proxy from the bank, broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the 2025 Annual Meeting online, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting online.

You have the option of voting your shares over the Internet, by telephone or completing and returning a proxy card or voting instruction card. Voting over the Internet or telephone authorizes the named proxies to vote your shares as you direct. If you receive paper copies of our proxy materials and/or a proxy card or voting instruction card, you can also vote by marking, signing,real quick Hva e acall in 4 minutesand returning your proxy card or voting instruction card as directed in the materials you receive. More information on how to vote by proxy is included in the proxy materials.


Mistras Group, Inc.	2	2025 Proxy Statement

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If any matters are properly presented for consideration at the 2025 Annual Meeting, the persons named in the proxy card will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the 2025 Annual Meeting.

CHANGING YOUR VOTE

You may change your vote at any time before the proxy is exercised. If you vote by mail, you may revoke your proxy at any time before it is voted by executing and delivering a timely and valid later-dated proxy, by voting online during the 2025 Annual Meeting or by giving written notice to the Secretary at 2025annualmeeting@mistrasgroup.com. If you vote over the Internet or by telephone, you may also change your vote with a timely and valid later Internet or telephone vote, as the case may be, or by voting online during the 2025 Annual Meeting. Attending the meeting online will not have the effect of revoking a proxy unless you give proper written notice of revocation to the Corporate Secretary or Inspector of Election before the proxy is exercised or you vote online at the 2025 Annual Meeting via the webcast.

EFFECT OF NOT CASTING YOUR VOTE

If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, you are a record holder of your shares of Mistras common stock. If you hold your shares through a bank, broker or other intermediary, which is commonly referred to as holding your shares in “street name,” you are a beneficial holder but not a record holder. If you hold your shares in street name and want your shares to count on Item 1 (election of directors), or Item 3 (advisory vote on executive compensation), you will need to instruct your bank or broker how you want your shares voted. If you hold your shares in street name and you do not instruct your bank or broker how to vote on Items 1 or 3, no votes will be cast on your behalf on any of these items for which you did not provide voting instructions. Your bank or broker will have discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Item 2). Abstentions for Items 2 or 3 will have the practical effect of a vote against such Item.

If you are a shareholder of record and do not return your proxy or attend the 2025 Annual Meeting online, your shares will not be considered present at the 2025 Annual Meeting for voting purposes or determining whether we have a quorum, and no votes will be cast for your shares at the meeting. If you return your proxy but do not cast your vote on your proxy, your shares will be voted as directed by the Board, which will be in favor of all the nominees listed in Item 1 and in favor of Items 2 and 3. If you return your proxy but abstain from voting on one or more of the items of business, no votes will be cast on your behalf on any of the items of business at the 2025 Annual Meeting on which you abstained, but your shares will be counted for determining whether a quorum is present to conduct the 2025 Annual Meeting.

ATTENDING THE MEETING

You are entitled to attend the 2025 Annual Meeting only if you were a Mistras shareholder or joint holder as of the record date, the close of business on March 24, 2025, or you hold a valid legal proxy for the 2025 Annual Meeting. We will be hosting the 2025 Annual Meeting live via webcast, with no physical location. A summary of the information you need to attend the 2025 Annual Meeting online is provided below:

•	Any shareholder can attend the 2025 Annual Meeting live via the Internet at: www.virtualshareholdermeeting.com/MG2025.

•	Webcast starts at 11:00 a.m. Eastern time on Monday, May 19, 2025.

•	Please have your control number to access the 2025 Annual Meeting webcast. The control number appears on the proxy card, in the Notice of Internet Availability of Proxy Materials, or in the instructions that accompanied your proxy materials.

•	Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/MG2025.

•	Shareholders may vote and submit questions while attending the 2025 Annual Meeting on the Internet.

Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/MG2025 on the day of the 2025 Annual Meeting.


Mistras Group, Inc.	3	2025 Proxy Statement

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TABULATING THE VOTES

A representative from Broadridge Financial Services will tabulate the votes and will serve as Inspector of Election for the 2025 Annual Meeting.

VOTING RESULTS

We will announce preliminary voting results at the meeting. Voting results will also be disclosed in a Form 8-K filed with the SEC soon after the meeting, which will also be available on our website.


Mistras Group, Inc.	4	2025 Proxy Statement

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Corporate Governance

OVERVIEW

Our Board is committed to maintaining good corporate governance practices and believes this is an important element of our long-term success and the enhancement of shareholder value. The Board has adopted and adheres to corporate governance guidelines and practices that the Board and senior management believe are sound and promote this purpose. Our Board continuously reviews our governance practices and updates them, as appropriate, based upon Delaware law (the state in which we are incorporated), NYSE rules and listing standards, and SEC regulations, as well as best practices suggested by recognized governance authorities.

All our relevant corporate governance documents are available on the corporate governance section of the investor page of our website at http://investors.mistrasgroup.com/governance.cfm. At this site, shareholders can view our:

Committee Charters

•	Audit Committee Charter

•	Compensation Committee Charter

•	Corporate Governance Committee Charter

•	Environmental, Social, and Safety Committee Charter

Key Governance Policies and Guidelines

•	Corporate Governance Guidelines

•	Director Nominating Process and Policy

•	Director Qualification Criteria

•	Director Resignation Policy

•	Related Person Transaction Policy

•	Stock Ownership Guidelines

•	Securityholder Communication Policy

•	Policies and Guidelines Regarding

Conduct

•	Code of Conduct

•	Code of Ethics for Principal Executive and Senior Financial Officers

•	Complaint Procedures for Accounting and Auditing Matters

•	Insider Trading Compliance Policy

•	Incentive Compensation Recoupment Policy for Executive Officers


Mistras Group, Inc.	5	2025 Proxy Statement

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BOARD OF DIRECTORS AND DIRECTOR INDEPENDENCE

Our Board has set the number of directors for the Board at seven and currently the seven members consist of Nicholas DeBenedictis, James J. Forese, Richard H. Glanton, Michelle J. Lohmeier, Charles P. Pizzi, Natalia Shuman, and Manuel N. Stamatakis.

In February 2025, the Board and Corporate Governance Committee undertook a review of the independence of the directors and considered whether any director has a relationship with us that would preclude a determination of independence within the meaning of the rules of the NYSE. As a result of this review, our Board determined that Ms. Lohmeier and Messrs. DeBenedictis, Forese, Glanton and Pizzi, representing five of our seven current directors, are “independent directors” as defined under the NYSE rules because none of these directors had any material relationships with the Company.

COMMITTEES OF THE BOARD

Our Board has four standing committees: Audit Committee, Compensation Committee, Corporate Governance Committee and Environmental, Social and Safety Committee. Each committee operates pursuant to a written charter and all committees are comprised solely of independent directors. The composition of the committees is set forth below and a description of each committee follows.

Director

Audit

Committee

Compensation

Committee

Corporate

Governance

Committee

Environmental,

Social and Safety

Committee

Nicholas DeBenedictis

James Forese

Richard Glanton

Michelle Lohmeier

Charles Pizzi

= Chair

= Member

Audit Committee

Our Board has determined that each member of our Audit Committee meets the requirements for independence and financial literacy and that Messrs. DeBenedictis and Forese qualify as audit committee financial experts under the applicable requirements of the NYSE and SEC rules and regulations. The Audit Committee is responsible for, among other things:

•	selecting and hiring our independent registered public accounting firm and approving the audit and non-audit services to be performed by our independent registered public accounting firm;

•	evaluating the qualifications, performance and independence of our independent registered public accounting firm;

•	monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements and accounting matters;

•	reviewing the adequacy and effectiveness of our internal control policies and procedures;

•	discussing the scope and results of the audit with the independent registered public accounting firm and reviewing with management and the independent registered public accounting firm our interim and year-end operating results;

•	preparing the audit committee report included in our proxy statement; and

•	overseeing our risk management and information technology and data security functions, including cybersecurity.


Mistras Group, Inc.	6	2025 Proxy Statement

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Compensation Committee

All the members of our Compensation Committee qualify as independent. The Compensation Committee is responsible for, among other things:

•

reviewing and approving the following for our executive officers: annual base salaries, cash and equity incentive compensation, including specific goals, targets and amounts, other equity compensation, employment agreements, severance and change in control arrangements and any other benefits, compensation or arrangements;

•	reviewing and approving the compensation discussion and analysis and issuing the compensation committee report included in our proxy statement;

•	appointing, overseeing and determining the work and compensation of any compensation consultant, independent legal counsel or other adviser retained by the compensation committee; and

•	administering, reviewing and making recommendations with respect to our equity compensation plans.

Corporate Governance Committee

Our Corporate Governance Committee is responsible for, among other things:

•	assisting our Board in identifying prospective director nominees and recommending to the Board nominees for election at each annual meeting of shareholders;

•	reviewing our corporate governance principles and practices and recommending changes, as appropriate, in light of developments in governance practices;

•	overseeing the evaluation of our Board and management;

•	reviewing succession planning;

•	recommending members for each Board committee to our Board;

•	reviewing compensation programs for our outside directors; and

•	reviewing and monitoring our code of conduct and actual and potential conflicts of interest of members of our Board and our executive officers.

Environmental, Social and Safety Committee

Our Environmental, Social and Safety Committee is responsible for, among other things:

•	reviewing and providing guidance to management on environmental and sustainability issues and impacts, and the integration of environmental compliance and sustainability into the Company’s business, including innovation, product design, manufacturing and sourcing, and operations;

•	reviewing and overseeing the Company’s health and safety programs, policies and practices;

•	reviewing and overseeing management’s social responsibility programs, policies and practices, including those involving corporate social responsibility, human rights, and workplace diversity and inclusion;

•	overseeing the Company’s management of its risks and opportunities related to climate change and direct any findings related to such matters to any other appropriate committee of the Board.

•	reviewing the activities of the Company’s community and social impact initiatives;

•	reviewing the reporting to various stakeholders regarding corporate social responsibility; and

•	reviewing and providing guidance to management and reporting to the Board the involvement of significant corporate social responsibility issues in major business decisions, to protect the Company’s goodwill and human and intellectual capital.


Mistras Group, Inc.	7	2025 Proxy Statement

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BOARD LEADERSHIP STRUCTURE

Under our corporate governance guidelines, the Board does not have a policy on whether the roles of the Chairman and Chief Executive Officer, or CEO, should be separate or combined. The Board believes it should be free to determine what is best for the Company at a given point in time, as different leadership structures for a board of directors have their own advantages and disadvantages, which must be considered in the context of the specific circumstances, culture and challenges facing a company.

For several years, the Board has separated the roles of Chairman and CEO. However, with the dismissal of Dennis Bertolotti as CEO in October 2023 and the retirement of Dr. Vahaviolos as Chairman, the Board appointed Manuel “Manny” Stamatakis, formerly the lead director, to the position of Chairman of the Board and Interim President and CEO. Accordingly, these roles were combined, but this was always intended to be a temporary situation. While this combination of roles existed, the Board appointed James Forese as the Lead Director to serve in the role Mr. Stamatakis held previously.

With the hiring of Natalia Shuman as our President and CEO effective January 1, 2025, Manny Stamatakis retained a management role as Executive Chairman, the Board resumed the structure it adopted previously of separating the roles of Chairman and CEO, and retained an independent director as lead director.

LEAD DIRECTOR

The Board established the position of independent Lead Director, which the Board determined should be the chair of the Corporate Governance Committee. The Lead Director serves as a liaison between management and non-management members of the Board; participates in setting the agenda for Board meetings; leads the executive sessions, including follow-up actions; and is involved in other governance matters. Manny Stamatakis served as the chair of the Corporate Governance Committee and the Lead Director until his appointment as Interim President and CEO, in October 2023, at which time the Board appointed Mr. Forese to serve as Lead Director and Chair of the Corporate Governance Committee. With Manny Stamatakis remaining in an executive position as Executive Chairman, the Board has decided that Jim Forese shall remain in the position of Lead Director.

CODE OF ETHICS AND CODE OF CONDUCT

We have a Code of Ethics for Executive Officers and Senior Financial Officers and Managers, which applies to our CEO, chief financial officer (“CFO”), chief accounting officer, all other executive officers, the controller, the treasurer, the director of audit, the director of tax, the managing directors and controllers of international operations and other finance and accounting managers designated by the CEO or the CFO. This code of ethics requires that our leaders covered by the code act with honesty, integrity and a high level of ethics. This code also requires full, fair, timely and accurate reporting and disclosure of information in our reports to the SEC and to the public. We also have a Code of Conduct that applies to all our employees, officers and directors. Our Code of Conduct establishes guidelines for honesty and professionalism we expect all Mistras directors, officers and employees to follow at all times when representing or working for Mistras and is intended to foster an atmosphere of high integrity and accountability.

The Code of Conduct requires directors and all employees to comply with all laws and regulations and addresses issues such as dealing with customers and suppliers, protecting valuable company assets, avoiding conflicts of interest, and other matters involving good corporate conduct.

NOMINATION OF DIRECTORS

The Corporate Governance Committee is responsible for identifying individuals qualified to become Board members and for recommending nominees to the Board for election at the annual meeting of shareholders or to fill vacancies on the Board between shareholder meetings. To facilitate this process, the Corporate Governance Committee and the Board adopted our Director Nominating Process and Policy and the Director Qualification Criteria. The Director Nominating Process and Policy and the Director Qualification Criteria articulate a process and qualifications that are clear, specific and prudent to help the Corporate Governance Committee and the Board identify and select qualified directors to meet our needs and provide a well-functioning Board.

In accordance with the policy, the Corporate Governance Committee considers the Board’s current and anticipated strengths and needs. Among the criteria considered by the committee are experience or expertise in accounting, finance, management, international business, compensation, corporate governance, strategy, general business matters and industry knowledge, as well as diversity within the Board. The Board and the Corporate Governance Committee take diversity into account when considering potential director candidates.


Mistras Group, Inc.	8	2025 Proxy Statement

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As set forth in the Director Qualification Criteria, the Board seeks candidates for director who possess the following: (1) the highest level of integrity and ethical character, (2) personal and professional reputation consistent with the Company’s image and reputation, (3) sound judgment, (4) financial literacy and a sound understanding of business strategy, business environment, corporate governance and board operations, (5) independence, (6) significant experience and proven superior performance in professional endeavors, (7) an appreciation for board and team performance, (8) the commitment to devote the time necessary for service on our Board, (9) skills in areas that will benefit the Board and (10) the ability to make a long-term commitment to serve on the Board. The Corporate Governance Committee is also cognizant of having at least one independent director who meets the definition of an audit committee financial expert under SEC rules. As part of its in-depth review of its committee charters and governance policies and practices described below, the Board also added to the Director Qualification Criteria that the Board shall strive to have directors who are diverse in experience, gender, race, ethnicity and age.

The Corporate Governance Committee may rely on various sources to identify potential director nominees. These include input from directors, management, others the Corporate Governance Committee considers reliable, and professional search firms. The Corporate Governance Committee will consider director nominations made by a shareholder or other sources (including self-nominees) if these individuals meet our Director Qualification Criteria. If a candidate proposed by a shareholder or other source meets the criteria, the individual will be considered on the same basis as other candidates. For consideration by the Corporate Governance Committee, the submission of a candidate must be sent to the attention of the Corporate Secretary at our headquarters at 195 Clarksville Road, Princeton Junction, New Jersey 08550. The submission should be received by January 2, 2026 in order to receive adequate consideration for the 2026 annual meeting and must include sufficient details to demonstrate that the potential candidate meets the Director Qualification Criteria. For a shareholder to nominate a director for election, the shareholder must meet the requirements of our bylaws and make the nomination in the time required by our bylaws, as set forth on page 52 under “Shareholder Proposals and Other Matters.”

DIRECTOR RESIGNATION POLICY

The Board has a Director Resignation Policy which provides that, in an uncontested election for directors, if a nominee for director receives more votes “withheld” or “against” than votes “for” his or her election, the director will promptly tender an offer of his or her resignation following certification of the shareholder vote. An uncontested election is any election of directors in which the number of nominees for election is less than or equal to the number of directors to be elected.

The Corporate Governance Committee will consider and recommend to the Board whether to accept the resignation offer, which the independent members of the Board will decide. The Corporate Governance Committee and Board will evaluate any such tendered resignation based upon the best interests of the Company and its shareholders. When deciding the action to take, the Board could accept or turn down the offer of resignation or decide to pursue additional actions such as the following:

•	allow the director to remain on the Board but not be nominated for re-election to the Board at the next election of directors;

•	defer acceptance of the resignation until the vacancy the resignation will create can be filled by the Board with a replacement director meeting the necessary qualifications; or

•	allow the director to remain on the Board if, in the view of the Corporate Governance Committee, the director has or is expected to correct the reason for the negative vote.

In addition, the policy provides that if a director’s principal occupation or business association changes substantially during his or her tenure as a director (other than as a result of retirement), the director shall tender his or her resignation for consideration by the Corporate Governance Committee. The Corporate Governance Committee, in consultation with the Chairman of the Board, will recommend to the Board the action, if any, to be taken with respect to the resignation.

STOCK OWNERSHIP GUIDELINES AND INCENTIVE COMPENSATION RECOUPMENT POLICY

The Board adopted stock ownership guidelines for all directors and executive officers. Non-employee directors are required to hold all shares awarded during the prior three years. All our non-employee directors are in compliance with the guidelines. The guidelines for our executive officers are discussed on page 37 in the Compensation Discussion and Analysis. The Board has also adopted an Incentive Compensation Recoupment Policy (often referred to as a claw-back policy), which is also discussed on page 38 in the Compensation Discussion and Analysis.


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INSIDER TRADING COMPLIANCE POLICY

We have adopted an Insider Trading Compliance Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees of the Company and its subsidiaries that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable rules and regulations of the NYSE.

OTHER KEY GOVERNANCE MATTERS

Board Oversight of Risk Management. The Board believes that overseeing how management manages the various risks the Company faces is one of its important responsibilities. The risk oversight function is led by the Board and the Audit Committee, but some areas are administered by committees tasked by the Board with oversight of specific risks, as summarized below.


	BOARD/COMMITTEE			PRIMARY AREAS OF RISK OVERSIGHT
	Full Board of Directors			Strategic, financial and execution risks and exposures associated with the annual plan, and strategic planning (including matters affecting capital allocation); other matters that may present material risk to the Company’s operations, plans, prospects or reputation; and acquisitions and divestitures (including through post-closing reviews).
	Audit Committee			Risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, investment guidelines, credit and liquidity matters, compliance matters, management’s risk management programs, and information technology, data and cyber security.
	Corporate Governance Committee			Risks and exposures relating to our programs and policies for corporate governance and succession planning.
	Compensation Committee			Risks and exposures associated with management development, and executive compensation programs and arrangements, including performance-based incentive plans. The Compensation Committee reviews compensation arrangements and programs to ensure that they do not create incentives for employees to take excessive or inappropriate risks which could have a material adverse effect on the Company.
	Environmental, Social and Safety Committee			Risks and exposures associated with our activities as a corporate citizen and policies in that regard, our activities pertaining to environmental matters and sustainability, and activities, policies and practices pertaining to employee and workplace safety.

The Board and its committees receive information and reports from management on the status of the Company and the risks associated with the Company’s strategy and business plans.

Meetings. The following chart sets forth the number of meetings held by the Board and each of the four standing committees in 2024.


				MEETINGS
	Board of Directors			4
	Audit Committee			7
	Compensation Committee			4
	Corporate Governance Committee			4
	Environmental, Social and Safety Committee			4

Each director attended at least 75% of the total meetings of the Board and the committees on which the director served. Due to the interest our directors have in the activities of all committees and our meeting schedule, all our directors attended more than half of the Board committees meetings held in 2024.

Annual Meeting Attendance. The Company expects all directors (who are also all the director nominees) to attend the 2025 Annual Meeting. All our directors attended our 2024 annual shareholders meeting.


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Communication with the Board. Shareholders, employees and others may contact the Board or any of the Company’s directors (including the Lead Director) by writing to them c/o Corporate Secretary, Mistras Group, 195 Clarksville Road, Princeton Junction, New Jersey 08550. The Company’s process for handling communications to the Board or the individual directors is set forth in our Securityholder Communication Policy.

Term Limits; Mandatory Retirement. The Board has decided not to have term limits or a mandatory retirement age for directors. The Board believes that a director should be evaluated based upon his or her abilities and contributions to the Board and an assessment of that individual’s qualities and qualifications to continue to serve as a director on the Board. Term limits and mandatory retirement may deprive the Board of a valuable member with significant insight and knowledge of Mistras and our industry.

Review of Charters and Policies: The Board and the committees review all committee charters and the governance policies, guidelines and practices annually and changes are made as needed.

Review of Cyber Security: In 2024, as it has done in the past, the Audit Committee reviewed with management the Company’s information technology function, including data and cyber security, and the plans for further enhancement of these functions as technology and external threats continue to develop.

Environmental, Social and Safety: With the establishment of the Environmental, Social and Safety Committee, the Board and management have placed additional focus on our role as a member of the broader communities in which we operate and our practices around safety, health, environmental, human rights, and other social responsibility matters. More information about these endeavors and our policies, practices and activities and our first report related to these areas can be viewed on our website at https://www.mistrasgroup.com/company/esg/.

Employee, Officer and Director Hedging: Our policies regarding hedging are discussed under “Compensation Discussion and Analysis—Compensation Policies—Hedging Prohibitions” on page 38.


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Director Compensation

For 2024, the compensation program for our non-employee directors (other than Dr. Vahaviolos) provided for cash fees of $22,500 per quarter ($90,000 annually) and semi-annual equity grants of $55,000 ($110,000 annually) in shares of our 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 those responsibilities.

The following is the compensation paid to our non-employee directors in 2024.


	FEES EARNED IN CASH	STOCK AWARDS⁽¹⁾	ALL OTHER COMPENSATION	TOTAL
Nicholas DeBenedictis	$90,000	$110,000		$200,000
James Forese	$151,000	$110,000		$261,000
Richard Glanton	$102,500	$110,000		$212,500
Michelle Lohmeier	$102,500	$110,000		$212,500
Charles Pizzi	$90,000	$110,000		$200,000
Sotirios Vahaviolos⁽²⁾	$ 200,000		$100,000	$300,000

(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.

(2)

Dr. Vahaviolos continued to be employed as a strategic advisor to the CEO, a position he assumed immediately upon his retirement as Executive Chairman in 2023. Dr. Vahaviolos receives a quarterly cash retainer of $50,000 ($200,000 annually) as a director and is paid an annual salary of $100,000 for his role as a strategic advisor.

For 2025, our non-employee independent directors will be paid a quarterly fee of $25,000 ($100,000 annually) and will receive an annual stock grant of $115,000 of Mistras common stock immediately after the 2025 Annual Meeting. The Audit Committee and Compensation Committee chairs will also receive additional cash fees of $3,825 per quarterly and the other committee chairs will receive additional cash fees of $3,125 per quarter. The Lead Director will continue to be paid an annual fee of $33,000 (payable quarterly).


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Compensation Committee Interlocks and Insider Participation

During 2024, Michelle Lohmeier, as Committee Chair, James Forese and Richard Glanton served as members of our Compensation Committee. None of the members of our Compensation Committee, while serving on the Compensation Committee, has been an officer or employee of Mistras or had any other relationship with us requiring disclosure in this Proxy Statement. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.


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Certain Relationships, Proceedings and Related Person Transactions

POLICY AND PROCEDURE FOR APPROVAL OF RELATED PERSON TRANSACTIONS

We have a Related Person Transaction Policy, which requires review, approval or ratification by the Corporate Governance Committee for any transaction, arrangement or relationships or series of the foregoing in which we are a participant and any related person has or will have a material interest, including those for which disclosure is required under Item 404(a) of SEC Regulation S-K. Under this policy, any renewals, extensions or material amendments to a related party transaction, even if previously approved under the policy or by the Board, shall be subject to review, approval or ratification by the Corporate Governance Committee. For purposes of the policy, the term “related person” is as defined in Item 404 of SEC Regulation S-K and includes our directors, director nominees, executive officers, holders of 5% or more of our common stock, and the immediate family members of the foregoing individuals and entities.

Under the Related Person Transaction Policy, all our directors and executive officers have a duty to report to the CEO, General Counsel or Lead Director potential conflicts of interest or transactions with related persons. Management has established procedures for monitoring transactions that could be subject to approval or ratification under the Policy.

Once a related person transaction has been identified, the Corporate Governance Committee, and in some cases the Audit Committee, will review all the relevant facts and circumstances and approve or disapprove of the entry into the transaction. The Corporate Governance Committee will take into account, among other factors, whether the transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. If advance approval of a transaction by the Corporate Governance Committee is not feasible, the transaction will be considered for ratification at the Corporate Governance Committee’s next regularly scheduled meeting.

TRANSACTIONS WITH RELATED PERSONS

There are no family relationships between or among any of our directors, director nominees and executive officers.

We lease our headquarters located at 195 Clarksville Road, Princeton Junction, New Jersey, from an entity majority-owned by Dr. Vahaviolos, one of our directors in 2024 before his passing in early 2025. The lease was set to expire October 31, 2024, and in March 2024, the Company and the landlord agreed to an extension of the lease until October 31, 2026. In 2024, the monthly payments were approximately $84,500 per month.

Our subsidiary in Greece entered into an employment agreement with the daughter of Dr. Vahaviolos pursuant to which she serves as its President and Managing Director. The employment agreement provides for a monthly salary and other compensation, including incentive bonuses, plus reimbursement of certain expenses. During 2024, Dr. Vahaviolos’ daughter received approximately $136,000 in total compensation and benefits. In addition, Dr. Vahaviolos’ daughter personally guaranteed payments on certain obligations of our Greek subsidiary. We have agreed to indemnify Dr. Vahaviolos’ daughter should she make any payments or incur any costs or loss on account of her guaranty. Another daughter of Dr. Vahaviolos is a Director of Benefits and Human Resource Information Systems in the U.S. and received total compensation in 2024 of approximately $249,000, which Company management believes is in line with the total compensation of comparable positions at other companies.

Manny Stamatakis, our Chairman and Interim President and CEO, is an officer of Capital Management Enterprise (“CME”) and was previously the owner of CME. CME provides benefits consulting services to the Company. The Company did not pay any fees to CME in 2024 for these services. The compensation received by CME in 2024 for work related to Mistras was paid directly to CME by the third-party benefits providers in the form of normal and customary commissions.


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LEGAL PROCEEDINGS

In October 2016, a company filed a lawsuit in Orange County, California Superior Court against one of our directors and a director nominee, Richard Glanton, along with a privately held company for which Mr. Glanton was a director and officer, and other parties for allegedly defaulting on loans, among other allegations. In the case, styled Luxury Asset Lending, LLC v. Philadelphia Television Network, Inc., Case No. 2016-00880965, the court entered a default judgment against Mr. Glanton and the company defendant in April 2017. In April 2019, the company defendant filed a motion to set aside the default judgment against it, which the court denied. Thereafter, the Fourth District Court of Appeal of California issued an opinion (Luxury Asset Lending, LLC v. Phila. Television Network, Inc., 270 Cal. Rptr. 3d 724 (Oct. 29, 2020)) reversing the denial. The matter is ongoing.

In July 2017 and then in February 2022, Mr. Glanton filed separate voluntary proceedings under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of New Jersey. The 2017 case was styled In the Matter of Richard H. Glanton, Case No. 17-bk-24279, which has been closed. The February 2022 proceeding, styled In the Matter of Richard H. Glanton, Case No. 22-bk-11055, was converted in August 2022 to a Chapter 7 proceeding and a bankruptcy trustee was appointed. The Chapter 7 trustee has filed a motion to dismiss the bankruptcy with prejudice effective April 29, 2025. These legal and bankruptcy proceedings were not related in any way to Mr. Glanton’s service on our Board.

After reviewing this information, the Board decided to renominate Mr. Glanton for election as a director at the 2024 annual meeting based on his historical performance and his long-term dedicated service on the Company’s Board, his knowledge of Mistras’ business, and the breadth of experience he possesses. The Board believes nothing has changed in the circumstances or Mr. Glanton’s performance and has decided to renominate Richard Glanton for election as a director at the 2025 Annual Meeting.


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Compensation Committee Report			30
Compensation Discussion and Analysis			31
Executive Compensation			39
Summary Compensation Table			39
Grants of Plan-Based Awards in 2024			40
Outstanding Equity Awards at December 31, 2024			41
Option Exercises and Stock Vested in 2024			41
Pension Benefits and Non-Qualified Deferred Compensation			41
Pay Ratio of CEO			41
Pay versus Performance			43
Potential Payments upon Termination of Employment or Change of Control			47
Employment Agreements			49
Shareholder Proposals and Other Matters			52
Exhibit A: Reconciliation of Non-GAAP Financial Measurements Used for Determining Incentive Compensation to GAAP Financial Measurements			53