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Posted 08 December, 2023

Mistras Group, Inc. appointed new CEO

CEO Change detected for ticker NYSE:MG in a 8-K filed on 08 December, 2023.


  Effective December 6, 2023, Mistras Group, Inc. (the "Company") entered into a Separation Agreement and a General Release of Claims (collectively, the "Separation Agreement") with Dennis Bertolotti, the former President and Chief Executive Officer of the Company, who was terminated from his positions on October 9, 2023.  

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Overview of Mistras Group, Inc.
Business/Consumer Services • Technical Services
MISTRAS Group, Inc. engages in the provision of technology-enabled asset protection solutions. The firm serves the oil and gas, aerospace, power, infrastructure, and manufacturing markets. It operates through the following segments: Services, International Offers Services, and Products and Systems. The Services segment provides asset protection solutions primarily in North America, consisting primarily of non-destructive testing, inspection, mechanical, and engineering services. The International Offers Services segment offers services, products, and systems to markets within Europe, the Middle East, Africa, Asia except, China and South Korea, which are served by the Products and Systems segment, and South America. The Products and Systems segment designs, manufactures, sells, installs, and services the company's asset protection products and systems, including equipment and instrumentation, mainly in the United States. The company was founded by Sotirios J. Vahaviolos in 1978 and is headquartered in Princeton Junction, NJ.
Market Cap
$257M
View Company Details
Mistras Group, Inc. by TradingView
Relevant filing section
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Effective December 6, 2023, Mistras Group, Inc. (the "Company") entered into a Separation Agreement and a General Release of Claims (collectively, the "Separation Agreement") with Dennis Bertolotti, the former President and Chief Executive Officer of the Company, who was terminated from his positions on October 9, 2023. 


As part of Mr. Bertolotti's termination, he was entitled to 60 days of pay in lieu of notice (approximately $104,000) under his employment agreement, all of which will have been paid on or about December 8, 2023. The Separation Agreement provides for payments to Mr. Bertolotti as follows: (a) lump sum payment of $1,229,130, (b) $645,870 payable in equal installments over 18 months, and (c) up to 24 months of life insurance premiums, at $7,065 per year. Mr. Bertolotti also purchased the company vehicle he used and received a credit of approximately $36,000 to the purchase price, or 24 months of the Company's lease and insurance costs for the vehicle. For 18 months, the Company will pay 100% of the cost for Mr. Bertolotti to continue healthcare benefits pursuant to COBRA under the Company's healthcare plans. In addition, all 253,537 unvested restricted stock units and earned but unvested performance based restricted stock units shall vest immediately. The foregoing are in accordance with the terms of Mr. Bertolotti's employment agreement for termination without cause, which entitled him to 1-1/2 times his annual salary of $625,000 and 1-1/2 times his annual target bonus of $625,000, plus two years of employee benefits continuation and vesting of time-unvested but earned equity awards. In addition, in accordance with the terms of Mr. Bertolotti's employment agreement, the Separation Agreement provides that Mr. Bertolotti will receive a pro rata portion of his annual cash bonus and equity incentive compensation for 2023 based upon the Company's actual performance versus its performance metrics. 


The Separation Agreement includes a release by Mr. Bertolotti of any claims he has against the Company. The Separation Agreement also requires that Mr. Bertolotti comply with the restrictive covenants in his employment agreement regarding non-competition for one year, non-solicitation or interference for two years, confidentiality and the Company's ownership of intellectual property. In addition, Mr. Bertolotti's benefits and compensation under the Settlement Agreement are conditioned on Mr. Bertolotti not rescinding the General Release of Claims as provided therein.


The foregoing is a summary of the Separation Agreement and does not purport to be complete and is subject to, and qualified in its entirety by, the Separation Agreement, which is incorporated into this Item 5.02 by reference to Exhibit 10.1.