Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Amendment to Employment Agreement with Vivek Gupta, Chief Executive Officer and President.

On March 15, 2023, Mastech Digital, Inc. (the "Company") amended its Fourth Amended and Restated Executive Employment Agreement, dated as of March 20, 2019 (the "Gupta Employment Agreement"), with Vivek Gupta, the Company's Chief Executive Officer and President, by replacing the prior compensation schedule attached thereto with a revised compensation schedule (the "Revised Gupta Compensation Schedule").

The Revised Gupta Compensation Schedule is effective April 1, 2023 and amends the Gupta Employment Agreement by providing that (i) Mr. Gupta's base salary shall be $585,000 per year, subject to review and modification annually by the Company; and (ii) Mr. Gupta is eligible to earn an annual performance-based cash bonus of $282,000 (the "Gupta Performance-Based Cash Bonus") for the achievement of certain financial and operational targets, which targets, and the bonus dollars tied to such targets, will be determined by the Company's Board of Directors on an annual basis.

Under the Revised Gupta Compensation Schedule, the Gupta Performance-Based Cash Bonus for the 2023 calendar year will be based on (i) the Company's Consolidated Revenues; (ii) the Company's Consolidated Gross Profit Dollars; (iii) the Company's Non-GAAP Diluted Earnings Per Share; and (iv) the Company's Offshore Staffing December 2023 Annual Run-rate Revenue.

Except as amended by the Revised Gupta Compensation Schedule, the terms of the Gupta Employment Agreement are unchanged and remain in full force and effect.

Amendment to Employment Agreement with John J. Cronin, Jr., Chief Financial Officer.

On March 15, 2023, the Company amended its Third Amended and Restated Executive Employment Agreement, dated as of March 20, 2019 (the "Cronin Employment Agreement"), with John J. Cronin, Jr., the Company's Chief Financial Officer, by replacing the prior compensation schedule attached thereto with a revised compensation schedule (the "Revised Cronin Compensation Schedule").

The Revised Cronin Compensation Schedule is effective April 1, 2023 and amends the Cronin Employment Agreement by providing that (i) Mr. Cronin's base salary shall be $450,000 per year, subject to review and modification annually by the Company; and (ii) Mr. Cronin is eligible to earn an annual performance-based cash bonus of $184,000 (the "Cronin Performance-Based Cash Bonus") for the achievement of certain financial and operational targets, which targets, and the bonus dollars tied to such targets, will be determined by the Company's Chief Executive Officer on an annual basis.

Under the Revised Cronin Compensation Schedule, the Cronin Performance-Based Cash Bonus for the 2023 calendar year will be based on (i) the Company's Consolidated Revenue; (ii) the Company's Non-GAAP Diluted Earnings Per Share; and (iii) the Company's Consolidated Gross Profit Dollars.

Except as amended by the Revised Cronin Compensation Schedule, the terms of the Cronin Employment Agreement are unchanged and remain in full force and effect.

The foregoing descriptions of the Revised Gupta Compensation Schedule and the Revised Cronin Compensation Schedule do not purport to be complete and are qualified in their entirety by the full text of (i) the Revised Gupta Compensation Schedule; and (ii) the Revised Cronin Compensation Schedule, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits

Exhibit
  No.                                    Description

10.1          Schedule A-7, dated March 15, 2023, to Fourth Amended and Restated
            Executive Employment Agreement, dated as of March 20, 2019, between
            Mastech Digital Technologies, Inc., Mastech Digital, Inc. and Vivek
            Gupta.

10.2          Schedule A-12, dated March 15, 2023, to Third Amended and Restated
            Executive Employment Agreement, dated as of March 20, 2019, between
            Mastech Digital Technologies, Inc., Mastech Digital, Inc. and John J.
            Cronin, Jr.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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