Charles Pizzi
About Charles P. Pizzi
Independent director of Mistras Group, Inc. (MG); age 74; director since 2021. Retired President, CEO and Director of Tasty Baking Company; prior leadership roles across commerce, government, and financial institutions with deep experience in finance, risk oversight, and corporate governance; degrees from LaSalle University (BA) and the University of Pennsylvania (Master’s) . The Board determined he is independent under NYSE rules (February 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tasty Baking Company | President, CEO, Director | 2002–May 2011 | Led publicly listed consumer company; finance and risk oversight |
| Greater Philadelphia Chamber of Commerce | President & CEO | Not disclosed | Business community leadership |
| City of Philadelphia | Commerce Director | Not disclosed | Economic development and public policy |
| Federal Reserve Bank of Philadelphia | Director (Chair 2010–2011) | Director 2006–2011; Chair 2010–2011 | Chaired Board; monetary policy oversight exposure |
| Philadelphia Stock Exchange | Director | 1998–Jul 2008 | Exchange oversight; market structure |
| NASDAQ OMX PHLX, Inc. | Board of Governors | Aug 2008–Mar 2009 | Exchange governance |
| Allied Security Holdings LLC | Director | 2011–2016 | Governance oversight |
| PHH Corporation | Director | 2011–2018 | Public company board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Independence Health Group | Chairman of the Board; Board member since 1991 | Current | Board leadership; healthcare sector oversight |
| Brandywyne Realty Trust | Trustee | Since 1996; current | Chair, Corporate Governance Committee; Member, Compensation and Executive Committees |
| Pennsylvania Real Estate Investment Trust (PREIT) | Trustee | Since May 2013; current | REIT governance |
| Drexel University | Trustee Emeriti | Current | Academic oversight |
Board Governance
- Independence: Pizzi is one of five independent directors (out of seven) affirmed under NYSE rules in February 2025 .
- Committees: Member, Audit Committee (Audit Committee report signatories: James Forese, Chair; Nicholas DeBenedictis; Charles Pizzi) . No disclosure he chairs any committee.
- Attendance: Each director attended at least 75% of Board and assigned committee meetings in 2024; all directors attended the 2024 annual meeting .
- Meetings held in 2024: Board (4), Audit (7), Compensation (4), Corporate Governance (4), Environmental, Social & Safety (4) .
- Lead Director: James J. Forese (independent) serves as Lead Director and Chair of Corporate Governance Committee .
- Stock Ownership & Clawback Policies: Non-employee directors must hold all shares awarded in prior 3 years; all non-employee directors are in compliance; company maintains NYSE-compliant clawback policy .
Fixed Compensation
| Period | Annual Retainer (Cash) | Equity Grant (Common Stock) | Committee Chair Fees (Quarterly) | Lead Director Annual Fee |
|---|---|---|---|---|
| 2024 Program | $90,000 | $110,000 (semi-annual grants; ASC 718 fair value) | Audit Chair $3,875; Other Chairs $3,125 | $33,000 |
| 2025 Program | $100,000 | $115,000 (post-annual meeting) | Audit & Compensation Chairs $3,825; Other Chairs $3,125 | $33,000 |
| 2024 – Charles P. Pizzi Actual | $90,000 | $110,000 | None disclosed (not a chair) | N/A (not Lead Director) |
Notes: Director equity awards valued at grant-date closing price (ASC 718). No meeting fees disclosed .
Performance Compensation
- Non-employee director pay is not performance-based; equity grants are time-based and intended to align interests .
- Company executive incentive architecture (context for pay-for-performance):
| Metric | Weight | 2024 Target | 2024 Result |
|---|---|---|---|
| Revenue ($MM) | 25% | $749 | $729.6 |
| Adjusted EBITDA ($MM) | 60% | $91.1 | $82.5 |
| Free Cash Flow ($MM) | 15% | $38 | $27.1 |
Result: 31.5% of target earned for 2024 bonus and equity plans due to below-target performance; thresholds and interpolation mechanics disclosed by metric .
Other Directorships & Interlocks
| External Company | Relationship to MG | Potential Interlock/Conflict |
|---|---|---|
| Independence Health Group | Unrelated sector (health insurer) | No MG-related transactions disclosed |
| Brandywyne Realty Trust | Real estate trust | No MG-related transactions disclosed |
| PREIT | Retail REIT | No MG-related transactions disclosed |
MG discloses a robust related person transaction policy with committee review; 2024–2025 related-party items involve other individuals (headquarters lease linked to former director; consulting commissions linked to Executive Chairman), not Pizzi .
Expertise & Qualifications
- Finance, accounting and controls; capital markets; risk management; and public policy expertise; prior CEO experience at a public company .
- Board governance experience including chairing governance committee and serving on compensation and executive committees externally .
- Audit Committee member at MG; Board highlights him for financial and risk oversight skills .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Charles P. Pizzi | 54,321 | <1% |
- Ownership guidelines: Non-employee directors must hold all shares awarded during the prior 3 years; all non-employee directors are in compliance .
- Hedging/derivatives: Prohibited for directors under Insider Trading Compliance Policy .
- Section 16(a): The company reports one delinquent stock award Form 4 for each director (except CEO Shuman) during 2024, including directors; administrative filing issue noted .
Governance Assessment
- Independence and Committee Work: Independent director with Audit Committee membership; strengthens financial oversight and risk management .
- Engagement: Meets attendance expectations; participated in Board and committee meetings (≥75%); attends annual meetings, supporting investor engagement .
- Alignment: Receives standard cash retainer and time-based equity; holds awarded shares per director ownership policy; beneficial ownership disclosed .
- Conflicts/Related Parties: No related-party transactions or family relationships disclosed for Pizzi; company’s policy requires committee review of any such transactions .
- RED FLAGS: None specific to Pizzi identified. Company-level minor Section 16(a) filing delinquency occurred in 2024 for directors generally (administrative); no legal proceedings or bankruptcy disclosures related to Pizzi; hedging prohibited .