View:
United States securities and exchange commission logo
November 9, 2023
Dennis Bertolotti
Chief Executive Officer
Mistras Group, Inc.
195 Clarksville Road
Princeton Junction, New Jersey 08550
Re: Mistras Group, Inc.
Definitive Proxy
Statement on Schedule 14A
Filed April 12,
2023
File No. 001-34481
Dear Dennis Bertolotti:
We have limited our review of your most recent definitive proxy
statement to those issues
we have addressed in our comments. Please respond to these comments by
confirming that you
will revise your future proxy disclosures in accordance with the topics
discussed below.
Definitive Proxy Statement on Schedule 14A filed April 12, 2023
Pay versus Performance, page 40
1. Please identify each
named executive officer included in the calculation of average non-
PEO compensation, and
the fiscal years in which such persons are included. You may
provide this
information in a footnote to the pay versus performance table. See Regulation
S-K Item 402(v)(3).
2. Although the graph at
the bottom of page 42 is titled "PEO and Average NEO
Compensation Actually
Paid Versus Mistras Group, Inc. Adjusted EBITDA," your
Company-Selected
Measure, as disclosed in the pay versus performance table, is
"Adjusted EBITDAS." In
addition, some of the dollar amounts plotted on the graph
correspond to Adjusted
EBITDAS as disclosed in the pay versus performance table, but
other dollar amounts do
not. Please ensure that you include relationship disclosure
between your
Company-Selected Measure and compensation actually paid. See
Regulation S-K Item
402(v)(5)(iii).
Please contact Marion Graham at 202-551-6521 or Jennifer Zepralka
at 202-551-
2243 with any questions.
Dennis Bertolotti
Mistras Group, Inc.
November 9, 2023
Page 2
FirstName LastNameDennis Bertolotti Sincerely,
Comapany NameMistras Group, Inc.
Division of Corporation Finance
November 9, 2023 Page 2 Disclosure Review Program
FirstName LastName