Edward Prajzner
About Edward Prajzner
Edward J. Prajzner is Senior Executive Vice President and Chief Financial Officer (CFO) of Mistras Group (NYSE: MG), serving since January 2018. He holds a BS in Accountancy (Villanova) and an MBA in Finance (Temple) and is a CPA . Company performance metrics used in executive pay include Adjusted EBITDA, Revenue, and Free Cash Flow; in 2024 MG delivered Adjusted EBITDA of $82.457 million, Net Income of $19.958 million, and TSR value of $63.47 (vs peer group TSR $159.10) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CECO Environmental Corp. | Chief Financial Officer & Secretary | Not disclosed | Led finance at a public diversified/energy technology firm |
| Ernst & Young | Started career (audit) | Not disclosed | Built technical accounting and controls foundation |
| CDI Corporation | Senior finance roles | Not disclosed | Strengthened FP&A and reporting in engineering/services |
| American Infrastructure (Allan Myers) | Senior finance roles | Not disclosed | Led finance disciplines in construction/infrastructure |
External Roles
No public-company directorships or external board roles disclosed for Prajzner in MG investor materials .
Fixed Compensation
| Component | 2024 | 2025 (agreement effective Jan 1, 2025) |
|---|---|---|
| Base Salary ($) | $500,000 | $500,000 |
| Vehicle allowance ($/yr) | Included in “All Other Compensation” (no perquisite >$25k); policy includes vehicle allowance | $10,100 annual automobile allowance |
Performance Compensation
Incentive Plan Structure (2024)
| Metric | Weighting | Target | Actual | Payout Impact |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 60% | $91.1 | $82.5 | Below target; plan paid 31.5% of target overall |
| Revenue ($mm) | 25% | $749.0 | $729.6 | Below minimum threshold (97.5%) → no payout for this metric |
| Free Cash Flow ($mm) | 15% | $38.0 | $27.1 | Below minimum threshold (90%) → no payout for this metric |
Thresholds and curves: Revenue minimum 97.5% of target (70% payout at threshold); Adjusted EBITDA and FCF minimum 90% of target (50% payout at threshold), with linear interpolation and max at 200% for 112.5% revenue or 120% EBITDA/FCF .
CFO 2024 Target vs Earned
| Item | Target | Earned |
|---|---|---|
| Cash Bonus ($) | $500,000 | $157,500 (31.5%) |
| Performance RSUs (#) | 71,347 | 22,689 (31.5%) |
Vesting: Performance RSUs earned for 2024 vest 25% per year on each December 31 of 2025–2028; retirement provision permits continued vesting post-retirement (age ≥65) subject to non-compete/non-solicit compliance .
Discretionary/Retention: Post-2024, retention RSUs awarded to executives vest 100% in one year; CFO received 4,600 units (reported as 2025 compensation, not in 2024 SCT) .
Multi-Year CFO Compensation (Summary Compensation Table)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 500,000 | — | 777,250 | 157,500 | 24,757 | 1,459,506 |
| 2023 | 450,769 | 175,000 | 634,301 | — | 22,787 | 1,282,857 |
| 2022 | 399,375 | — | 400,000 | 82,667 | 19,812 | 901,854 |
Notes: SCT “Stock Awards” represent grant-date fair value, not amounts actually earned; 2024 equity plan paid 31.5% of target .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares Beneficially Owned | 97,849 (<1%) |
| RSUs counted in beneficial ownership (vestable ≤60 days) | 43,295 |
| Unvested RSUs outstanding at 12/31/2024 | 65,984; MV $597,815 (@$9.06) |
| Options | None disclosed for CFO |
| Stock Ownership Guidelines | 2× base salary for executive officers; 5-year compliance window; hold all net shares from equity vesting/exercise for 1 year; executives in compliance in 2024 |
| Hedging/Pledging | Hedging prohibited by policy; employment agreement requires compliance with policies including hedging/pledging prohibitions |
| Section 16 compliance | One delinquent Form 4 for a stock award for each director/executive (except the CEO), including CFO |
Employment Terms
| Term | Key Details |
|---|---|
| Agreement Effective | January 1, 2025 |
| Base Salary & Targets | Base salary $500,000; cash bonus target 100% of salary; equity target 125% of salary (both with 0–200% payout) |
| Severance (No CIC) | 24 months of base salary; prior year earned bonus; pro-rata current-year bonus; accelerated vesting of March 2023 special award and any performance RSUs scheduled to vest within 18 months; 12 months COBRA |
| Severance (With CIC) | If termination within 90 days before or 12 months after CIC: lump sum of 2× target annual bonus replaces pro-rata bonus; 90-day “look-forward” for equity—if CIC occurs, all unvested equity vests at target, otherwise forfeited after 90 days |
| Restrictive Covenants | Non-compete 12 months; non-solicit 24 months; confidentiality and IP; arbitration; Section 409A/280G provisions |
| Clawback | Three-year recoupment of incentive compensation upon financial restatement per NYSE policy adopted in 2023 |
Severance as-of 12/31/2024 proxy modeling (pre-agreement): No CIC—$500,000 salary, equity continuation estimated $251,768, healthcare $14,701, total $776,469; CIC—$750,000 salary, $750,000 bonus, equity $1,038,657, healthcare $14,701, total $2,553,358, with note that effective 1/1/2025 CFO would receive 2× salary even without CIC (+$500,000) and 2× target bonus in CIC (+$1,000,000) .
Performance & Track Record
| Measure | 2023 | 2024 |
|---|---|---|
| Adjusted EBITDA ($000s) | 65,800 | 82,457 |
| Net Income ($000s) | (17,643) | 19,958 |
| Total Shareholder Return (Value of $100) | $51.28 | $63.47 |
| Peer Group TSR (Value of $100) | $127.82 | $159.10 |
MG’s 2024 improvement in profitability (Adjusted EBITDA, Net Income) aligned with higher weighting to EBITDA in incentive design (60% in 2024) .
Compensation Structure Analysis
- Strong pay-for-performance: 100% of bonus and equity plans tied to EBITDA, Revenue, and FCF; 2024 payouts at 31.5% of target reflect discipline when targets are missed .
- Profitability emphasis increased in 2024 (EBITDA weight raised from 50% to 60%) and threshold tightened for 2025 (EBITDA threshold from 90% to 95%)—signals focus on margin and cash quality .
- Retention RSUs granted after 2024 (CFO 4,600 units) and one-year mandatory post-vest holding mitigate near-term selling pressure .
- No tax gross-ups disclosed; standard 280G “cut-to-avoid-excise” provision in CFO agreement .
Equity Ownership & Alignment
- CFO’s direct beneficial ownership is <1% of shares; meaningful rolling RSU vesting 2025–2028 aligns long-term .
- Company mandates 2× salary ownership and 1-year holding post-vest; hedging prohibited; pledging restricted per policy and employment agreement—reduces misalignment/hedging risk .
Employment Terms (Detail)
| Provision | Details |
|---|---|
| Definition of “Good Reason” | Salary or target bonus reduction >10%, material adverse change in duties/reporting, relocation >50 miles, or material breach—subject to notice/cure |
| Non-Compete Scope | Prohibits engaging in competitive activities for 1 year (with carve-outs); non-solicit of employees/customers for 2 years |
| Equity Retirement Provisions | Continued vesting post-retirement at age ≥65 if non-compete/non-solicit complied |
Risk Indicators & Red Flags
- Section 16(a) compliance: one delinquent Form 4 for a stock award filing for each executive/director (except CEO) in 2024, including CFO .
- Related party and governance controls present; clawback policy established per NYSE 2023 rules .
Investment Implications
- Alignment: CFO compensation is heavily performance-based with tightened 2025 thresholds, and long-dated RSU vesting plus mandatory holding periods limit short-term selling and align incentives to EBITDA/cash generation .
- Retention risk: Modest one-year retention RSUs (4,600 units) plus 24-month salary severance and CIC protections reduce departure risk; non-compete/non-solicit covenants strengthen retention and protect IP .
- Trading signals: 2024 earned RSUs vest over 2025–2028 with a one-year post-vest hold, implying staggered supply; prohibition on hedging/pledging lowers adverse trading dynamics .
- Cost of change: CIC terms (2× target bonus and equity acceleration at target) increase transaction cost but provide clarity; watch for any future increases in multiples or scope of acceleration .