James Forese
About James J. Forese
Independent director of Mistras Group (MG) since 2005, currently serving as Lead Independent Director and Chair of the Corporate Governance Committee, and Chair of the Audit Committee; he qualifies as an “audit committee financial expert.” He is age 89 and holds a B.E.E. in Electrical Engineering from Rensselaer Polytechnic Institute and an M.B.A. from MIT. His career includes senior finance and operating roles at IBM (Controller, VP Finance; Chairman, IBM Credit), CEO/Chairman of IKON Office Solutions, and Operating Partner/COO of HCI Equity Partners (retired 2018). The Board has determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HCI Equity Partners | Operating Partner & Chief Operating Officer | 2003–2018 | Private equity operating/COO experience; financial and operating oversight |
| IKON Office Solutions (formerly Alco Standard) | Chairman, President & CEO | 1998–2002 (retired as Chairman in 2003) | Led large public co.; turnaround/operations credentials |
| IBM Corporation | Controller; Vice President of Finance | Not disclosed | Deep finance expertise; internal controls background |
| IBM Credit Corporation | Chairman | Not disclosed | Financial services leadership |
| Progressive Waste Solutions | Director; Non‑Executive Chairman (2010–2017); Audit Chair; member Comp & EHS | Board service through merger into Waste Connections in 2017 | Chaired Audit; governance and EHS involvement |
| Anheuser‑Busch Companies Inc. | Director; Audit Committee Chair; Compensation Committee member | 2003–2008 | Chaired Audit; comp oversight |
| SFN Group (Spherion) | Director; Non‑Executive Chairman; Chair, Corporate Governance & Nominating | 2003–2011 (until acquisition by Randstad NA) | Governance chair; non‑exec board leadership |
| Lexmark, NUI Corp., Southeast Bank, Unisource Worldwide, American Management Systems | Director (prior) | Not disclosed | Additional public board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards (current) | None disclosed | — | — |
| Private companies (current) | Director, several private companies | Not disclosed | Not disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent by the Board under NYSE rules (Feb 2025) |
| MG Board roles | Lead Independent Director; Chair, Corporate Governance Committee |
| Committee assignments | Chair, Audit Committee; Member, Compensation Committee; “audit committee financial expert” |
| Attendance | Each director attended at least 75% of Board and committee meetings (2024); all directors attended the 2024 annual meeting |
| Committee activity (2024) | Meetings held: Board 4; Audit 7; Compensation 4; Corporate Governance 4; Environmental, Social & Safety 4 |
Fixed Compensation
| Component | 2024 Program | 2024 Actual – Forese | 2025 Program |
|---|---|---|---|
| Base cash retainer | $22,500 per quarter ($90,000/yr) | $151,000 fees earned in cash | $25,000 per quarter ($100,000/yr) |
| Chair fees | Audit Chair: $3,875/quarter; Other committee chairs: $3,125/quarter | Included in cash total | Audit & Compensation Chairs: $3,825/quarter; Other committee chairs: $3,125/quarter |
| Lead Director fee | $33,000 annually | Included in cash total | $33,000 annually |
Notes: 2024 director pay program also included semi‑annual equity grants (below). 2025 stock grant paid after the 2025 annual meeting.
Performance Compensation
| Equity Component | Grant/Value | Type | Vesting/Performance Conditions |
|---|---|---|---|
| 2024 Director stock awards – Forese | $110,000 grant date fair value | Common stock awards (valued per ASC 718; closing price on grant date) | Vesting terms not specified; no performance metrics disclosed for director equity |
| 2025 Director stock grant (program) | $115,000 (annual grant after 2025 meeting) | Common stock | Not specified; no performance metrics disclosed for director equity |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks (2024) | None; while serving on the Committee, Forese was not an officer/employee; no executive officer of MG served on boards/comp committees with MG directors |
| Related party/other interlocks | Corporate Governance Committee reviews conflicts; no Forese‑specific related person transactions disclosed |
Expertise & Qualifications
- Audit committee financial expert; extensive audit committee leadership across multiple public companies
- Senior executive experience (CEO/Chairman of IKON; IBM finance leadership; private equity operating leadership at HCI)
- Education: B.E.E., RPI; M.B.A., MIT
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| James J. Forese | 155,734 | <1% | As of March 1, 2025; 31,032,045 shares outstanding at 2/28/2025 |
Additional alignment policies:
- Director stock ownership guidelines: non‑employee directors must hold all shares awarded during the prior three years; all non‑employee directors are in compliance .
- Hedging: Company maintains hedging prohibitions policy (referenced) .
- Section 16 compliance: One Form 4 stock award report was delinquent for each director and executive officer (except Ms. Shuman) in 2024 .
Governance Assessment
Strengths
- Independent Lead Director who also chairs Corporate Governance; clear leadership of independent directors and governance processes .
- Audit Committee Chair and designated financial expert, with deep finance/audit background; signed Audit Committee Report affirming oversight and auditor independence review .
- Active committee work (Audit Chair; Compensation Committee member); regular meeting cadence; attendance at least 75% in 2024 .
- Director equity grants and stock ownership guidelines create alignment; all directors in compliance .
- No compensation committee interlocks or Forese‑specific related‑party transactions disclosed, limiting conflict risk .
Potential risks / watch items
- RED FLAG: No term limits or mandatory retirement age for directors; board acknowledges policy choice—may pose refreshment risk given director ages (Forese age 89) .
- RED FLAG: Section 16(a) compliance—one late stock award filing for each director in 2024 (administrative control/process issue) .
- Workload/role concentration: Forese simultaneously serves as Lead Director, Audit Committee Chair, and Corporate Governance Committee Chair; while permissible, it concentrates responsibilities in one individual .
- Director equity appears time‑based; no performance‑conditioned director equity disclosed (common market practice, but offers less pay‑for‑performance linkage at the director level) .
Appendix: Reference Governance Data
- Board independence and committee framework; committee responsibilities; risk oversight; meetings and attendance (2024):
- Lead Director role and appointment history (2023–2025):
- Director compensation program details (2024 actuals; 2025 program):
- Stock ownership guidelines and clawback policy references:
- Beneficial ownership table (as of March 1, 2025):
- Related person transactions disclosure (none involving Forese):
- Audit Committee Report; auditor fees; Audit Chair signature:
- Forese biography, age, director‑since date, education, and prior board roles: