Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 25, 2020, the board of directors of Mistras Group, Inc (the "Company") elected Charles P. Pizzi to the board, effective January 1, 2021, to replace W. Curtis Weldon, who has decided to retire from the board effective December 31, 2020. Mr. Pizzi has also been appointed to serve on the audit committee and the corporate governance committee of the Company's board upon his taking office on January 1, 2021. The press release announcing Mr. Pizza's election is attached to this report as an exhibit and incorporated herein by reference.

Mr. Pizzi will receive compensation in his role as a non-employee director pursuant to the compensation plan for non-employee directors, as described in the Company's proxy statement filed with the Securities and Exchange Commission on April 9, 2020, as such plan may be modified by the board. There were no transactions between Mr. Pizzi and the Company that require disclosure under Regulation S-K 404(a).

Item 9.01. Financial Statement and Exhibits

(d) Exhibits

99.1 Press release issued by Mistras Group, Inc. on December 2, 2020


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