Natalia Shuman
About Natalia Shuman
Mistras Group’s President & CEO since January 1, 2025, Natalia Shuman (age 52) joined the Board the same day as a management (non‑independent) director, after senior leadership roles at Eurofins Scientific (EVP Europe & Asia; President Biopharma & AgTech), Bureau Veritas North America (CEO), and a 20+ year career at Kelly Services leading international businesses. She holds a dual MBA from Columbia Business School and London Business School . Her 2025 employment agreement sets base salary at $850,000, target bonus at 100% of salary, and target long‑term equity at 200% of salary, with incentives linked to Adjusted EBITDA, Revenue, and Free Cash Flow; the Board reinstated separation of Chair and CEO upon her hire with an Executive Chairman and an independent Lead Director to balance governance . Company performance context into her start: 2024 results under the incentive framework delivered Adjusted EBITDA of $82.5 million vs. a $91.1 million target and free cash flow of $27.1 million vs. a $38 million target, yielding 31.5% of target bonus/RSU payouts for named executives; 2024 TSR implied $63.47 from a $100 base and Adjusted EBITDA totaled $82,457 thousand (non‑GAAP) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eurofins Scientific Group | EVP – Europe & Asia; President – Biopharma & AgTech; Group Operating Council member | 2021–2024 | Led >12,000 employees; scaled operations and drove growth, operational excellence, and value creation in TIC end‑markets . |
| Bureau Veritas – North America | Chief Executive Officer; Executive Committee member | 2017–2021 | Oversaw ~7,000 employees across 130 offices/labs; drove growth and transformation to a more diversified, resilient model; elevated brand . |
| Kelly Services | Head of international business (APAC/EMEA), large accounts; multiple global leadership roles | ~1990s–2017 (20+ yrs) | Led regional operations and large accounts; JV leadership in North Asia; director on World Employment Confederation on behalf of Kelly . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| World Employment Confederation (WEC) | Director (on behalf of Kelly Services) | During tenure at Kelly | Non‑profit/industry body; governance exposure at global employment association . |
| Public company boards (current) | — | — | None disclosed; CEO agreement allows, after 2 years, one external for‑profit directorship with Board consent . |
Fixed Compensation
| Component | 2025 Terms | Source |
|---|---|---|
| Base Salary | $850,000 | |
| Target Annual Bonus | 100% of base salary (0–200% payout range) | |
| Target Annual Equity | 200% of base salary (0–200% payout range), performance‑based RSUs | |
| Car Allowance | $15,000 per year | |
| Tax Prep Reimbursement | Up to $7,500 per year | |
| Relocation Bonus | One‑time $70,000; repay if employment ends for cause or resignation without good reason on/before Dec 31, 2026 | |
| Benefits | Standard executive benefits; healthcare COBRA bridge if needed |
Performance Compensation
- Incentive architecture emphasizes profitability and cash: 60% Adjusted EBITDA, 25% Revenue, 15% Free Cash Flow, with 0–200% payout mechanics and explicit thresholds/interpolations; 2025 tightened the Adjusted EBITDA threshold to 95% of target (from 90%) to heighten profitability focus .
- Equity earned under the annual plan is granted as performance RSUs and vests 25% per year across the four calendar years following the performance year; retirement vesting may continue at ≥65 years subject to covenants .
| Metric | Weight | Targeting/Thresholds | Payout Range | Vesting |
|---|---|---|---|---|
| Adjusted EBITDA | 60% | 2025 threshold at 95% of target (was 90% in 2024); linear to 200% at 120% of target | 0–200% of target | Earned performance RSUs vest 25% per year over 4 years . |
| Revenue | 25% | Threshold 97.5% of target (70% payout at threshold); 200% at 112.5% of target | 0–200% | As above . |
| Free Cash Flow | 15% | Threshold 90% of target (50% payout at threshold); 200% at 120% of target | 0–200% | As above . |
Reference: 2024 plan results for NEOs (pre‑Shuman tenure): Revenue $729.6M vs $749M target; Adjusted EBITDA $82.5M vs $91.1M; FCF $27.1M vs $38M; payout 31.5% of target .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial Ownership (3/1/2025) | “—” shares; less than 1% of outstanding | |
| Shares Outstanding Basis | 31,032,045 shares (as of 2/28/2025) | |
| CEO Stock Ownership Guideline | 5x base salary; 5 years to comply; unearned PSUs/options excluded; must hold net shares from vest/exercise for 1 year | |
| Hedging/Pledging | Insider Trading policy prohibits hedging, short sales, derivatives and margin; employment policies include hedging/pledging compliance | |
| Clawback | NYSE‑compliant recoupment policy for 3 years on restatement; applies to cash/equity incentive comp |
Implication: Low starting ownership and 1‑year post‑exercise/vest holding period reduce near‑term selling pressure while four‑year RSU vesting and 5x guideline strengthen alignment and retention .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start/Role | President & CEO effective Jan 1, 2025; appointed to Board effective the same date | |
| Term/At‑Will | Agreement effective Dec 5, 2024; continues until terminated per agreement | |
| Reporting | Reports to Executive/Non‑Executive Chair; if Chair ceases, reports to Board | |
| Severance (Without Cause/Good Reason) | 24 months base salary paid over 24 months; prior‑year earned bonus; pro‑rata current‑year bonus; COBRA for 12 months; immediate vesting of previously earned PSUs scheduled within 18 months post‑termination (subject to release/covenants) | |
| Change‑in‑Control Window | If within 90 days before/12 months after CIC: replaces pro‑rata bonus with lump sum equal to 2x target bonus; standard vesting provisions apply (see above) | |
| Restrictive Covenants | Non‑compete 18 months; non‑solicit 24 months; confidentiality/IP; arbitration in NJ | |
| Relocation | Must establish residence near Princeton by Apr 1, 2025; $70k relocation bonus with clawback if terminated for cause/resigns w/o good reason by 12/31/2026 | |
| 280G Cutback | Best‑net approach to avoid excise tax; ordered reduction methodology | |
| Indemnification | Company indemnifies and advances expenses per standard form |
Board Governance
- Board/role: Director since Jan 1, 2025; the Board determined five of seven directors are independent; Shuman is management (non‑independent) .
- Committees: Audit, Compensation, Corporate Governance, and Environmental/Social/Safety committees are composed solely of independent directors (i.e., Shuman does not serve on them) .
- Leadership structure: Upon Shuman’s hire, the Board resumed separation of Chair and CEO; Executive Chairman (non‑independent) and a Lead Independent Director (James Forese) provide counterbalance and agenda/exec‑session leadership .
- Meetings/attendance context (2024): Board met 4x; committees 4–7x; every director met ≥75% attendance; all directors attended the 2024 annual meeting .
Director/Shareholder Votes and Say‑on‑Pay
- 2025 ASM outcomes: All seven nominees (including Shuman) elected; PwC ratified; say‑on‑pay approved (25,202,357 for; 518,081 against; 232,568 abstentions; 3,446,625 broker non‑votes) .
Compensation Committee and Peer Benchmarking
- Compensation Committee members (2024): Chair Michelle Lohmeier; members James Forese and Richard Glanton; all independent; no interlocks .
- Advisor: Pay Governance LLC advised on plan design and CEO/Executive Chair packages; annual peer group includes Archrock, CECO Environmental, CIRCOR, Columbus McKinnon, DMC Global, DXP Enterprises, Enerpac, Forum Energy, Helix Energy, Matrix Service, MYR Group, Oceaneering, Oil States, and The Hackett Group .
Performance & Track Record (context entering tenure)
| Measure | 2024 Result | Notes |
|---|---|---|
| Total Shareholder Return (Value of $100) | $63.47 | Company TSR; peer TSR $159.10; 2024 “Pay vs Performance” disclosure . |
| Net Income | $19,958 thousand | 2024; as reported in pay vs performance table . |
| Adjusted EBITDA (non‑GAAP) | $82,457 thousand | 2024; reconciled in Exhibit A . |
Shuman was not responsible for 2024 outcomes (pre‑start), but the 2025 incentive threshold for Adjusted EBITDA was raised to 95% to reinforce profitability after 2024 .
Related Party / Conflicts
- No related‑party transactions involving Shuman disclosed upon appointment (Item 404(a) representation) .
- Hedging/shorting/margin prohibited by policy; governance documents (ownership guidelines, recoupment policy) publicly available and described in the proxy .
Investment Implications
- Alignment and retention: A high equity mix (200% of salary target) with four‑year vesting, a 1‑year post‑vest holding period, and 5x ownership guideline create strong long‑term alignment and reduce near‑term selling pressure; initial low ownership means alignment builds as awards vest over time .
- Pay for performance: Metrics emphasize profitability (Adjusted EBITDA weight 60% and tighter thresholds), revenue, and free cash flow, with a symmetrical 0–200% payout design and a NYSE‑compliant clawback; this should tie realized pay to cash generation and earnings quality .
- Retention/transition risk: Severance is robust (24 months salary plus pro‑rata or 2x target bonus in the CIC window) with an 18‑month non‑compete, balancing retention and downside protection during strategic transition; COBRA support and vesting treatment of previously earned PSUs mitigate abrupt departures .
- Governance balance: Separation of Chair/CEO with an Executive Chairman (non‑independent) and Lead Independent Director plus fully independent committees addresses common CEO‑chair dual‑role concerns while preserving strategic continuity; 2025 say‑on‑pay support was strong, indicating shareholder alignment with the program .
Overall, the compensation architecture and governance setup point to credible alignment with shareholders and emphasis on profitability/cash, while low initial ownership and substantial unvested equity suggest low near‑term selling pressure but a meaningful retention hook over the next 3–4 years .