What changed in this filing

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Item 9A. Controls and Procedures

2024-03-11 compared with 2023-03-15 · 43 added, 31 removed, 86 unchanged (46% of the section changed)

1 unchanged sentence

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 and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

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, 2022, our disclosure controls and procedures were effective.

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 Interim President and Chief Executive Officer and our Senior Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act).

Based upon that evaluation, our Interim President and Chief Executive Officer and our Senior Executive Vice President and Chief Financial Officer concluded that, as of December 31, 2023, 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 Exchange.

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 our 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.

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 Exchange Act.

Our internal control over financial reporting is a process designed by, or under the supervision of, our Chairman and Interim President and Chief Executive Officer and our Senior Executive Vice President and Chief Financial Officer, and effected by our 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, 2023.

1 unchanged sentence

Based on that assessment, our management concluded that, as of December 31, 2023, our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of December 31, 2022, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein.

The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

OTHER INFORMATION

During the three months ended December 31, 2023, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).

During the three months ended December 31, 2023, the Company did not adopt, terminate or modify a Rule 10b5-1 trading arrangement.

DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS

13 unchanged sentences

(1) The following financial statements are filed herewith in Item 8 of Part II above:

Report of independent registered public accounting firm

Report of independent registered public accounting firm - PricewaterhouseCoopers LLP

R eport of independent registered public accounting firm - KPMG LLP

Consolidated Balance sheets as of December 31, 2023 and December 31, 2022

1 unchanged sentence

Consolidated Statements of comprehensive income (loss) for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of equity for the year s ended December 31, 202 2 , 20 21 and 20 20

Consolidated Statements of equity for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of cash flows for the years ended December 31, 2023, 2022 and 2021

7 unchanged sentences

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 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 and incorporated her ein by reference )

10.1*⸸ Credit Agreement, dated August 1, 2022.

10.1 Credit Agreement, dated August 1, 2022 (filed as Exhibit 10.1 to the Annual Report on Form 10-K filed March 15, 2023 and incorporated herein by reference).

10.2 First Amendment, dated February 27, 2024, to the Credit Agreement, dated August 1, 2022

10.3 Form of Indemnification Agreement for directors and officers (filed as exhibit 10.1 to the Registration Statement on Form S-1 (Amendment No.

6 unchanged sentences

10.6 Amendment No.

2, dated December 1, 2020, to the 2016 Long-Term Incentive Plan (filed as e xhibit 10.10 to the Annual Report on Form 10- K filed March 16, 2021 .

2, dated December 1, 2020, to the 2016 Long-Term Incentive Plan (filed as exhibit 10.10 to the Annual Report on Form 10-K filed March 16, 2021.

10.7 Amendment No.

3 dated May 23, 2022 to the 2016 Long-Term Incentive Plan (filed as e xhibit 10.2 to the Quarterly Report o n Form 10-Q filed on August 5 , 2022)

10.7 Form of Restricted Stock Unit Certificate for awards under the 2016 Long-Term Incentive Plan (filed as e xhibit 10.16 to the Transition Report on Form 10-K filed on March 20, 2017 and incorporated herein by reference)

10.8 Form of Restricted Stock Unit Certificate for awards to senior officers under the 2016 Long-Term Incentive Plan (filed as e xhibit 10.2 to the Quarterly Report Form 10-Q filed on May 19, 2020 and incorporated herein by reference)

10.9 Mistras Group Severance Plan (filed as e xhibit 10.11 to the Annual Report on Form 10-K filed on March 18, 2019 and incorporated herein by reference)

3 dated May 23, 2022 to the 2016 Long-Term Incentive Plan (filed as exhibit 10.2 to the Quarterly Report on Form 10-Q filed on August 5, 2022)

10.8 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)

10.9 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)

10.10* Mistras Group, Inc.

Executive Severance Plan

10.11 Employment Agreement between the Company and Sotirios J.

Vahaviolos, dated February 28, 2018 (filed as e xhibit 10.1 to the Quarterly Report on Form 10-Q filed May 8, 2018 and incorporated by reference herein)

10.11 Employment Agreement between the Company and Dennis Bertolotti, dated March 13, 2018 (filed as e xhibit 10.2 to the Quarterly Report on Form 10-Q filed May 8, 2018 and incorporated by reference herein)

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)

10.12 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)

10.13 Description of Compensation for Non-Employee Directors effective January 1, 2023 (filed as exhibit 10.2 to Quarterly Report on Form 10-Q filed on May 5, 2023, and incorporated herein by reference).

10.14 Separation Agreement and Release between Jonathan Wolk and Registrant (filed as exhibit 10.1 to Current Report on Form 8-K filed on March 8, 2023 and incorporated herein by reference).

10.15 Employment Agreement between the Company and Gennaro A.

D'Alterio dated September 11, 2023 (filed as exhibit 10.1 to the Quarterly Report on Form 10-Q filed November 6, 2023 and incorporated by reference herein).

10.16* Employment Agreement between the Company and John A.

Smith dated October 1, 2023

10.17 Letter Agreement dated October 9, 2023, between the Company and Manuel N.

Stamatakis (filed as exhibit 10.1 to Current Report on Form 8-K filed on October 10, 2023 and incorporated herein by reference).

10.18* Inducement Award between the Company and Manuel N.

Stamatakis dated October 11, 2023

10.19 Separation Agreement (and a General Release of Claims attached thereto) between the Company and Dennis Bertolotti effective December 6, 2023 (filed as exhibited 10.1 to Current Report on Form 8-K filed December 8, 2023, and incorporated herein by reference).

19.1* Insider Trading Compliance Policy

21.1* Subsidiaries of the Registrant

23.1* Consent of PricewaterhouseCoopers LLP

23.2* Consent of KPMG LLP

4 unchanged sentences

32.2** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1* Incentive Compensation Recoupment Policy

101.INS XBRL Instance Document

8 unchanged sentences

** Furnished herewith.

⸸ This exhibit was originally filed as Exhibit 10.1 to the Current Report on Form 8-K, filed August 1, 2022.

The original filing had errors in the autonumbering of sections.

The version filed herewith is identical to the version filed on August 1, 2022 other than to correct the numbering of the sections in the agreement.

FORM 10-K SUMMARY

1 unchanged sentence

MISTRAS GROUP, INC.

/s/ Dennis Bertolotti

Dennis Bertolotti

President and Chief Executive Officer

/s/ Manuel N.

Chairman and Interim President and Chief Executive Officer

March 11, 2024

We, the undersigned directors and officers of Mistras Group, Inc., hereby severally constitute Dennis Bertolotti, Edward J.

We, the undersigned directors and officers of Mistras Group, Inc., hereby severally constitute Manuel N.

Stamatakis, Edward J.

Prajzner and Michael C.

3 unchanged sentences

Signature Title Date

/s/ Dennis Bertolotti President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ Manuel N.

Stamatakis Chairman, Interim President, Chief Executive Officer, and Director (Principal Executive Officer)

March 11, 2024

Dennis Bertolotti

/s/ Edward J.

Prajzner Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

Prajzner Senior Executive Vice President, and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

March 11, 2024

Vahaviolos Executive Chairman and Director March 15, 2023

Vahaviolos Chairman Emeritus March 11, 2024

/s/ Nicholas DeBenedictis Director March 11, 2024

7 unchanged sentences

Pizzi Director March 11, 2024

/s/ Manuel N.

Stamatakis Director March 15, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures