Mistras Group, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Pursuant to Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer, of the effectiveness of the design and operation of our disclosure controls (as defined in Rule 13a-15(e) of the Exchange Act) and procedures. Based upon that evaluation, our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer concluded that, as of December 31, 2021, our disclosure controls and procedures were effective. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Our internal control over financial reporting is a process designed by, or under the supervision of, our President and Chief Executive Officer and our Executive Vice President, Chief Financial Officer and Treasurer, and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the updated Internal Control — Integrated Framework issued in 2013 . Based on that assessment, our management concluded that, as of December 31, 2021, our internal control over financial reporting was effective. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein. Changes in Internal Control over Financial Reporting There has been no change in our internal control over financial reporting during the quarter ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information 80 Table of Contents None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Certain of the information concerning our executive officers required by this Item 10 is provided under the caption “Executive Officers of the Registrant” in Part I of this Annual Report. The remaining information required by Item 10 is incorporated herein by reference to the relevant information to be included in our definitive proxy statement related to the 2022 annual shareholders meeting. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 is incorporated by reference to the relevant information to be included in our definitive proxy statement related to the 2022 annual shareholders meeting. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 is incorporated by reference to the relevant information to be included in our definitive proxy statement related to the 2022 annual shareholders meeting. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 is incorporated by reference to the relevant information to be included in our definitive proxy statement related to the 2022 annual shareholders meeting. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 is incorporated by reference to the information to be included in our definitive proxy statement related to the 2022 annual shareholders meeting. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (1) The following financial statements are filed herewith in Item 8 of Part II above: Page Report of independent registered public accounting firm 45 Consolidated Balance sheets as of December 31, 2020 and December 31, 2019 47 Consolidated Statements of income (loss) for the years ended December 31, 2020, 2019 and 2018 48 Consolidated Statements of comprehensive income (loss) for the years ended December 31, 2020, 2019 and 2018 49 Consolidated Statements of equity for the year ended December 31, 2020, 2019 and 2018 50 Consolidated Statements of cash flows for the years ended December 31, 2020, 2019 and 2018 51 Notes to consolidated financial statements 52 (2) Financial Statement Schedules All other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto. (3) Exhibits 81 Table of Contents Exhibit No. Description 3.1 Second Amended and Restated Certificate of Incorporation (filed as exhibit 3.1 to Registration Statement on Form S-1 (Amendment No. 4) filed on September 21, 2009 (Registration No. 333-151559) and incorporated herein by reference) 3.2 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation (filed as exhibit 3.1 to the Quarterly Report on Form 10-Q filed on January 11, 2017 and incorporated herein by reference) 3.3 Amended and Restated Bylaws, effective July 20, 2016 (filed as exhibit 3.1 to the Quarterly Report on Form 10-Q filed on October 7, 2016 and incorporated herein by reference) 4.1 Specimen certificate evidencing shares of common stock (filed as exhibit 4.1 to the Registration Statement on Form S-1 (Amendment No. 5) filed on September 23, 2009 (Registration No. 333-151559) and incorporated herein by reference. 4.2 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (filed as Exhibit 4.2 to the Annual Report on Form 10-K filed March 27, 2020) 10.1 Fifth Amended and Restated Credit Agreement dated December 13, 2018 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed December 13, 2018 and incorporated herein by reference) 10.2 First Amendment, dated October 11, 2019, to Fifth Amended and Restated Credit Agreement dated December 13, 2018 (filed as Exhibit 10.3 to the Annual Report on Form 10-K filed March 27, 2020 and incorporated herein by reference) 10.3 Second Amendment, dated March 9, 2020, to Fifth Amended and Restated Credit Agreement dated December 13, 2018 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed March 13, 2020 and incorporated herein by reference 10.4 Third Amendment, dated May 15, 2020, to Fifth Amended and Restated Credit Agreement dated December 13, 2018 (filed as Exhibit 10.1 to the Current Report on Form 8-K filed May 15, 2020 and incorporated herein by reference 10.5 Fourth Amendment, dated February 11, 2021, to the Fifth Amended and Restated Credit Agreement (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed May 7, 2021 and incorporated herein by reference) 10.6 Fifth Amendment, date May 19, 2021, to the Fifth Amended and Restated Credit Agreement (filed as Exhibit 10.1 to Current Report on Form 8-K, filed May 20, 2021 and incorporated herein by reference) 10.7 Settlement Agreement, dated October 5, 2021, regarding the settlement of the two legal proceedings captioned Price v. Mistras Group, Inc . (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed November 3, 2021 and incorporated herein by reference) 10.8 Form of Indemnification Agreement for directors and officers (filed as exhibit 10.1 to the Registration Statement on Form S-1 (Amendment No. 4) filed on September 21, 2009 (Registration No. 333-151559) and incorporated herein by reference) 10.9* Mistras Group, Inc. 2016 Long-Term Incentive Plan (filed as exhibit B to the Definitive Proxy Statement dated September 7, 2016 and incorporated herein by reference) 10.10* Amendment No. 1, dated May 19, 2020, to the 2016 Long-Term Incentive Plan (filed as exhibit 10.2 to the Quarterly Report Form 10-Q filed on August 7, 2020 and incorporated herein by reference) 10.11* Amendment No. 2, dated December 1, 2020, to the 2016 Long-Term Incentive Plan. 10.12* Form of Restricted Stock Unit Certificate for awards under the 2016 Long-Term Incentive Plan (filed as Exhibit 10.16 to the Transition Report on Form 10-K filed on March 20, 2017 and incorporated herein by reference) 82 Table of Contents 10.13* Form of Restricted Stock Unit Certificate for awards to senior officers under the 2016 Long-Term Incentive Plan (filed as Exhibit 10.2 to the Quarterly Report Form 10-Q filed on May 19, 2020 and incorporated herein by reference) 10.14* Mistras Group Severance Plan (filed as Exhibit 10.11 to the Annual Report on Form 10-K filed on March 18, 2019 and incorporated herein by reference) 10.15* Employment Agreement between the Company and Sotirios J. Vahaviolos, dated February 28, 2018 (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed May 8, 2018 and incorporated by reference herein) 10.16* Employment Agreement between the Company and Dennis Bertolotti, dated March 13, 2018 (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q filed May 8, 2018 and incorporated by reference herein) 21.1* Subsidiaries of the Registrant 23.1* Consent of KPMG LLP 24.1* Power of Attorney (included as part of the signature page to this report) 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 32.1** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instance Document 101.SCH XBRL Schema Document 101.CAL XBRL Calculation Linkbase Document 101.LAB XBRL Labels Linkbase Document 101.PRE XBRL Presentation Linkbase Document 101.DEF XBRL Definition Linkbase Document _______________________ Exhibits 10.8 to 10.16 are management contracts or compensatory plans, contracts, or arrangements. * Filed herewith. ** Furnished herewith. ITEM 16. FORM 10-K SUMMARY None. 83 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MISTRAS GROUP, INC. By: /s/ Dennis Bertolotti Dennis Bertolotti President and Chief Executive Officer Date: March 14, 2022 We, the undersigned directors and officers of Mistras Group, Inc., hereby severally constitute Dennis Bertolotti, Edward J. Prajzner and Michael C. Keefe, and each of them singly, as our true and lawful attorneys with full power to each of them to sign for us, in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K filed with the Securities and Exchange Commission. This power of attorney may only be revoked by a written document executed by the undersigned that expressly revokes this power by referring to the date and subject hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. 84 Table of Contents Signature Title Date /s/ Dennis Bertolotti President, Chief Executive Officer and Director (Principal Executive Officer) March 14, 2022 Dennis Bertolotti /s/ Edward J. Prajzner Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) March 14, 2022 Edward J. Prajzner /s/ Dr. Sotirios J. Vahaviolos Executive Chairman and Director March 14, 2022 Dr. Sotirios J. Vahaviolos /s/ Nicholas DeBenedictis Director March 14, 2022 Nicholas DeBenedictis /s/ James J. Forese Director March 14, 2022 James J. Forese /s/ Richard H. Glanton Director March 14, 2022 Richard H. Glanton /s/ Michelle J. Lohmeier Director March 14, 2022 Michelle J. Lohmeier /s/ Charles P. Pizzi Director March 14, 2022 Charles P. Pizzi /s/ Manuel N. Stamatakis Director March 14, 2022 Manuel N. Stamatakis 85