Mastech Digital (MHH) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2025, with shareholders voting on director elections, an amendment to the Stock Incentive Plan, executive compensation, and the frequency of say-on-pay votes.

• Shareholders of record as of April 4, 2025, are entitled to vote, with 11,753,941 shares outstanding.

• Voting can be done via internet, phone, or mail, and the Board recommends voting FOR all proposals and a 1-year frequency for say-on-pay.

Voting matters and shareholder proposals

• Election of two Class II directors for three-year terms.

• Approval to amend the Stock Incentive Plan to increase issuable shares by 800,000, totaling 6,200,000 shares.

• Advisory vote on named executive officer compensation (say-on-pay).

• Advisory vote on the frequency of say-on-pay, with the Board recommending annual votes.

• Shareholder proposals for 2026 must be submitted by December 16, 2025.

Board of directors and corporate governance

• The Board is divided into three classes with staggered terms; recent changes include new appointments and resignations.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent members and written charters.

• Corporate Governance Guidelines, Code of Business Conduct & Ethics, and anti-hedging policies are in place.

• Shareholders can communicate with the Board via email, fax, or mail.