Mistras Group, Inc. Non-Employee Director Compensation Plan (Effective January 1, 2023)

Summary

This agreement outlines the compensation plan for non-employee members of the Board of Directors of Mistras Group, Inc., effective January 1, 2023. Non-employee directors receive an annual cash retainer of $90,000, paid quarterly, with additional fees for committee chairs and the lead director. Directors also receive annual equity awards in company stock, granted in two installments and priced based on market averages. The plan specifies payment schedules and eligibility, ensuring transparent and structured compensation for board service.

EX-10.2 2 exhibit102-q12023.htm EX-10.2 Document

Mistras Group, Inc.

Compensation Plan for Non-Employee Directors

Effective January 1, 2023


Participants:			Members of the Board of Directors who are not employees of the Company.
Annual Retainer:			$90,000 per year, payable $22,500 per quarter at the beginning of each quarter. This amount will be paid in cash.
Committee Chair Fees:			Committee Chairs shall receive the following annual fees, payable quarterly in cash with the annual retainer payments:
			Audit Committee: $15,500
			Compensation Committee: $12,500
			Corporate Governance Committee: $12,500
			Environmental, Social and Safety Committee: $12,500

Lead Director Fee:			$33,000 per year, payable $8,250 per quarter in cash with the annual retainer payments.

Annual Equity Awards:			$110,000 of Company common stock, to be granted under the Mistras Group, Inc. 2016 Long-Term Incentive Plan. The awards will be granted in two equal installments of $55,000 each, the first after the release of results for the fourth quarter of the prior year (March) and the second after the release of results for the second quarter of the current year (August).

Pricing of Equity Awards:			The price per share of equity awards will be based on the average of the high and the low trading prices during the first three trading days of the Company’s permitted trading period following the release of the prior year fourth quarter results and the current year second quarter results, as applicable.