SEC Comment Letter 0000000000-23-012300 to Mistras Group, Inc. (MG)
Mistras Group, Inc.
Date: Nov. 9, 2023 · CIK: 0001436126 · Accession: 0000000000-23-012300
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-34481
Letter
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.
FirstName LastNameDennis Bertolotti Comapany NameMistras Group, Inc. November 9, 2023 Page 2 FirstName LastName Dennis Bertolotti Mistras Group, Inc. November 9, 2023 Page 2 Sincerely, Division of Corporation Finance Disclosure Review Program
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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.
FirstName LastNameDennis Bertolotti
Comapany NameMistras Group, Inc.
November 9, 2023 Page 2
FirstName LastName
Dennis Bertolotti
Mistras Group, Inc.
November 9, 2023
Page 2
Sincerely,
Division of Corporation Finance
Disclosure Review Program