Mastech Digital, Inc. 2025 Independent Director Compensation Summary
Mastech Digital, Inc. will pay its independent non-employee directors an annual retainer of $75,000 in 2025. Additional annual fees are provided for committee chairs: $15,000 for Audit, $10,000 for Compensation, and $5,000 for Nominating. Independent directors also receive 5,535 restricted shares vesting over one year and may earn extra fees for special committee service. Non-independent directors are not compensated. All directors are reimbursed for reasonable travel expenses related to board and committee meetings.
Exhibit 10.21
SUMMARY OF DIRECTOR COMPENSATION ARRANGEMENTS
Independent non-employee directors of Mastech Digital, Inc. (the “Company”) will receive an annual retainer fee of $75,000 in 2025, the Chair of the Audit Committee will receive an additional annual retainer fee of $15,000 in 2025; the Chair of the Compensation Committee will receive an additional annual retainer fee of $10,000 in 2025; and the Chair of the Nominating Committee will receive an additional annual retainer fee of $5,000. In addition, independent non-employee directors of the Company are eligible to participate in the Company’s Stock Incentive Plan, as amended and restated (the “Stock Incentive Restated Plan”). On January 30, 2025, our independent non-employee directors each received a restricted share grant under the Stock Incentive Plan of 5,535 restricted shares, which shares vest over a one-year period. Additionally, our Independent non-employee directors receive retainer and meeting fees for their service on any ad hoc special committees that are established from time to time.
Non-independent directors of the Company will not receive any compensation for their service as directors of the Company.
All of the Company’s directors are reimbursed for reasonable travel expenses incurred in connection with attending Board of Directors and committee meetings.
