5 unchanged sentences
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.
−Removed: 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.
+Added: 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, 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.
12 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
+Added: Incorporation by Reference
Certain of the information concerning our executive officers required by this Item 10 is provided under the caption “Executive Officers” 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 our 2024 annual meeting of stockholders.
+Added: Insider trading policies and procedures
+Added: The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees, or the Company itself, that are reasonably designed to promote
+Added: compliance with insider trading laws, rules and regulations, and the listing standards applicable to the Company (the “Insider Trading Compliance Policy”).
+Added: The Company’s Insider Trading Compliance Policy is filed as Exhibit 19.1 to this Annual Report.
EXECUTIVE COMPENSATION
9 unchanged sentences
Report of independent registered public accounting firm - PricewaterhouseCoopers LLP
−Removed: R eport of independent registered public accounting firm - KPMG LLP
+Added: Report of independent registered public accounting firm - KPMG LLP
Consolidated Balance sheets as of December 31, 2024 and December 31, 2023
13 unchanged sentences
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).
−Removed: 10.2 First Amendment, dated February 27, 2024, to the Credit Agreement, dated August 1, 2022
+Added: 10.2 First Amendment, dated February 27, 2024, to the Credit Agreement, dated August 1, 2022 (filed as exhibit 10.1 to Current Report on Form 8-K filed on March 1, 2024 and incorporated herein by reference)
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.
−Removed: 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.
+Added: 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 and incorporated herein by reference)
10.7 Amendment No.
−Removed: 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)
−Removed: 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)
+Added: 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 and incorporated herein by reference)
+Added: 10.8 Mistras Group, Inc.
+Added: 2016 Long-Term Incentive Plan, Amended and Restated as of March 27, 2024 (filed as Exhibit A to the Definitive Proxy Statement dated April 4, 2024 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.
−Removed: Executive Severance Plan
+Added: Executive Severance Plan adopted on December 4, 2024
10.11 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)
−Removed: 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)
10.12 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).
3 unchanged sentences
10.15 Employment Agreement between the Company and John A.
−Removed: Smith dated October 1, 2023
+Added: Smith dated October 1, 2023 (filed as exhibit 10.16 to the Annual Report on Form 10-K filed March 11, 2024 and incorporated herein by reference)
10.16 Letter Agreement dated October 9, 2023, between the Company and Manuel N.
1 unchanged sentence
10.17* Inducement Award between the Company and Manuel N.
−Removed: Stamatakis dated October 11, 2023
+Added: Stamatakis dated October 11, 2023 (filed as exhibit 10.18 to the Annual Report on Form 10-K filed March 11, 2024 and incorporated herein by reference)
10.18 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).
+Added: 10.19 Employment Agreement between the registrant and Hani Hammad dated March 26, 2024 (filed as exhibit 10.1 to the Quarterly Report on Form 10-Q filed on May 3, 2024, and incorporated herein by reference)
+Added: 10.20 Employment Agreement between the registrant and Natalia Shuman-Fabbri dated December 5, 2024 (filed as exhibit 10.1 to Current Report on Form 8-K filed on December 5, 2024, and incorporated herein by reference)
+Added: 10.21 Employment Agreement between the registrant and Edward Prajzner dated December 31, 2024 (filed as exhibit 10.1 to Current Report on Form 8-K filed on January 2, 2025, and incorporated herein by reference)
+Added: 10.22 Employment Agreement between the registrant and Ma nuel Stamatakis dated December 31, 2024 (filed as exhibit 10.1 to Current Report on Form 8-K/A filed on January 2, 2025, and incorporated herein by reference)
+Added: 10.23 Form of Stock Option Award Agreement between the registrant and Manuel Stamatakis (filed as exhibit 10.2 to Current Report on Form 8-K/A filed January 2, 2025, and incorporated herein by reference)
19.1* Insider Trading Compliance Policy
21 unchanged sentences
MISTRAS GROUP, INC.
−Removed: /s/ Manuel N.
−Removed: Chairman and Interim President and Chief Executive Officer
+Added: /s/ Natalia Shuman
+Added: Natalia Shuman
+Added: President and Chief Executive Officer
March 11, 2025
−Removed: We, the undersigned directors and officers of Mistras Group, Inc., hereby severally constitute Manuel N.
+Added: We, the undersigned directors and officers of Mistras Group, Inc., hereby severally constitute Natalia Shuman, Manuel N.
Stamatakis, Edward J.
4 unchanged sentences
Signature Title Date
−Removed: /s/ Manuel N.
−Removed: Stamatakis Chairman, Interim President, Chief Executive Officer, and Director (Principal Executive Officer)
+Added: /s/ Natalia Shuman President and Chief Executive Officer (Principal Executive Officer)
March 11, 2025
+Added: Natalia Shuman
+Added: /s/ Manuel N.
+Added: Stamatakis Executive Chairman March 11, 2025
/s/ Edward J.
1 unchanged sentence
March 11, 2025
−Removed: Vahaviolos Chairman Emeritus March 11, 2024
/s/ Nicholas DeBenedictis Director March 11, 2025
8 unchanged sentences
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.