Nicholas DeBenedictis
About Nicholas DeBenedictis
Nicholas DeBenedictis, age 79, has served on Mistras Group’s Board since 2015 and is an independent director. He is a former CEO of Aqua America (now Essential Utilities) and currently serves on Essential Utilities’ board as Chairman Emeritus; he holds a B.S. in business administration and an M.S. in environmental engineering and science from Drexel University. The Board identifies him as an audit committee financial expert and independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aqua America / Essential Utilities | Chief Executive Officer; Chairman (non-exec since 2015), now Chairman Emeritus | CEO: 1992–2015; Chairman since 1993; Chairman Emeritus current | Led a large regulated utility; board leadership experience |
| PECO Energy (now Exelon) | Senior Vice President, Corporate Affairs | 1989–1992 | Utility sector corporate affairs leadership |
| Greater Philadelphia Chamber of Commerce | President | Dec 1986–Apr 1989 | Regional business leadership |
| Pennsylvania Dept. of Environmental Resources | Secretary | 1983–1986 | Environmental regulatory leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Essential Utilities, Inc. | Director; Chairman (non-exec since 2015); Chairman Emeritus | 1993–present | Board leadership; utility governance |
| Exelon Corporation | Former Director | Not disclosed | Served on board committees (audit, finance, compensation mentioned generally) |
| P.H. Glatfelter Company | Former Director | Not disclosed | Public company board experience |
| Various Pennsylvania-area non-profits | Board roles | Not disclosed | Civic and business organization governance |
Board Governance
- Independence: Determined independent by the Board in Feb 2025 (NYSE definition).
- Committees: Member of Audit Committee; designated an audit committee financial expert. Audit Committee report signed by Chair James Forese, and members Nicholas DeBenedictis and Charles Pizzi.
- Attendance: Each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Meeting cadence (2024): Board 4; Audit 7; Compensation 4; Corporate Governance 4; Environmental, Social and Safety 4.
- Lead Independent Director: James Forese; leads executive sessions and chairs Corporate Governance Committee.
- Director Stock Ownership Guidelines: Non‑employee directors must hold all shares awarded during the prior three years; all directors are in compliance.
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Cash fees | $90,000 | $22,500 per quarter |
| 2024 | Stock awards | $110,000 | Semi‑annual grants ($55,000 each) of common stock; grant date fair value under ASC 718 |
| 2024 | Total | $200,000 | Director compensation summary for Nicholas DeBenedictis |
| 2025 (program) | Cash fees | $100,000 | $25,000 per quarter for independent directors |
| 2025 (program) | Equity grant | $115,000 | Annual stock grant after the 2025 ASM |
| 2025 (program) | Chair/Lead fees | Audit/Comp chair: $3,825 per quarter; other chairs: $3,125 per quarter; Lead Director: $33,000 annually | Role-based adders (not specified for DeBenedictis) |
Director equity grants are in shares of common stock (not performance-conditioned).
Performance Compensation
- Non-employee director compensation at Mistras does not include performance-based metrics (equity grants are fixed-value share awards; no bonus metrics disclosed for directors).
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock Considerations |
|---|---|---|
| Essential Utilities (formerly Aqua America) | Current board, Chairman Emeritus | Utility sector experience; no related-party transactions with MG disclosed |
| Exelon Corporation | Former director; prior SVP PECO | Utility sector adjacency; no MG transactions disclosed |
| P.H. Glatfelter Company | Former director | Paper/industrial; no MG transactions disclosed |
The proxy’s related person transactions section lists items involving other parties (e.g., Vahaviolos, Stamatakis) but none involving DeBenedictis.
Expertise & Qualifications
- Audit committee financial expert; deep utility-sector leadership (CEO/Chairman of Aqua/Essential Utilities).
- Environmental/regulatory expertise (former PA DER Secretary); corporate affairs (PECO).
- Public company governance across audit, finance, and compensation committees at multiple issuers.
- Academic credentials: B.S. in business administration; M.S. in environmental engineering & science (Drexel).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Nicholas DeBenedictis | 232,511 | <1% | Includes 25,000 held by spouse and 93,607 held jointly with spouse |
| Ownership guidelines compliance | — | — | All non‑employee directors in compliance (must hold shares awarded in prior 3 years) |
| Hedging/shorting | Prohibited | — | Company policy bans hedging, short sales, options/derivatives, margin purchases by directors/officers/employees |
| Pledging | Not disclosed | — | No pledging disclosure specific to directors in proxy |
Insider Transactions & Compliance
| Item | Year | Status | Note |
|---|---|---|---|
| Form 4 for stock award | 2024 | Delinquent | One delinquent stock award report for each director and executive officer (except Ms. Shuman) |
Governance Assessment
- Positives: Independent director; audit committee financial expert; consistent meeting attendance; equity-linked director pay and ownership hold requirements enhance alignment; no related-party transactions disclosed for DeBenedictis.
- Structure: Audit Committee oversight includes cybersecurity and IT risk; robust committee charters and governance policies in place; lead independent director framework active.
- Compensation: Director pay balanced between cash retainer and equity grants; program refreshed in 2025 with modest increases; no performance pay that could distort oversight incentives.
- Risks/Red Flags: Minor Section 16 timeliness issue (one delinquent Form 4 in 2024); age 79 may raise board refresh/succession considerations—Board has no mandatory retirement age or term limits. No pledging disclosure.