Filing Analysis
Mastech Digital, Inc. announced the award of 20,000 restricted stock units (RSUs) to its Chief Financial and Operations Officer, Kannan Sugantharaman, on August 10, 2026.
📋 Key Facts
- Awarded 20,000 Restricted Stock Units (RSUs) to Kannan Sugantharaman (CFO/COO).
- Vesting schedule: 6,667 units after 1 year; 6,667 units after 2 years; 6,666 units after 3 years.
- Agreement dated August 10, 2026.
Mastech Digital, Inc. announced its Q2 2026 financial results and disclosed the issuance of 50,000 restricted stock units (RSUs) to CEO Nirav Patel. The company also adopted amended and restated bylaws to comply with Pennsylvania law and include forum selection provisions.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Company released Q2 2026 financial results on August 6, 2026.
- CEO and President Nirav Patel was awarded 50,000 RSUs on August 1, 2026.
- RSU vesting schedule: 1/3 (16,667 units) after one year; 1/3 (16,667 units) after two years; 1/3 (16,666 units) after three years.
- The Board adopted Second Amended and Restated Bylaws effective August 5, 2026.
- Bylaw amendments include electronic shareholder meetings and exclusive forum selection in Allegheny County, PA.
Mastech Digital, Inc. reported the results of its Annual Meeting of Shareholders held on May 13, 2026, where shareholders approved an amendment to the company's Stock Incentive Plan to allow for the issuance of Restricted Stock Units (RSUs). The meeting also resulted in the re-election of two directors and the advisory approval of executive compensation.
📋 Key Facts
- The Annual Meeting of Shareholders was held on May 13, 2026.
- Shareholders approved the Second Amendment to the Stock Incentive Plan, specifically enabling the issuance of RSUs.
- Arun Nayar and Srinivas Kandula were elected as Class III directors to serve three-year terms.
- The advisory vote on executive compensation passed with 9,313,024 votes in favor versus 782,645 against.
- The Stock Incentive Plan had previously been amended and restated in May 2024 and further amended in May 2025.
Mastech Digital, Inc. (MHH) reported its financial results for the first quarter ended March 31, 2026. The filing serves as a formal disclosure of the company's quarterly performance via a furnished press release.
📋 Key Facts
- The report was filed on May 15, 2026, covering the first quarter ended March 31, 2026.
- The disclosure was made under Item 2.02 (Results of Operations and Financial Condition).
- The press release detailing the financial results is included as Exhibit 99.1.
- The report was signed by Chief Financial Officer Kannan Sugantharaman.
Mastech Digital, Inc. entered into a Restricted Stock Agreement with CEO and President Nirav Patel to settle his 2025 annual performance bonus in shares rather than cash. The agreement converts a cash bonus of $616,932.00 into 100,314 restricted shares.
🚩 Red Flags
- The filing is an 8-K/A (Amendment), indicating the company originally omitted the Restricted Stock Agreement exhibit in the initial filing.
📋 Key Facts
- CEO Nirav Patel earned a 2025 performance bonus of $616,932.00.
- The bonus was paid in 100,314 restricted shares instead of cash.
- The conversion price was based on a 30-day VWAP of $6.15.
- Shares are subject to immediate vesting but are prohibited from disposal until March 30, 2028.
- Restrictions lapse immediately upon separation from the company, death, or disability.
Mastech Digital's CEO Nirav Patel agreed to receive his 2025 performance bonus of $616,932 in restricted stock instead of cash. The shares were issued at a price of $6.15 per share and are subject to a two-year disposal restriction.
📋 Key Facts
- CEO Nirav Patel earned a 2025 performance bonus of $616,932.00.
- The bonus was converted into 100,314 restricted shares based on a 30-day VWAP of $6.15.
- The shares are immediately vested but cannot be sold until March 30, 2028.
- The Restricted Stock Agreement was entered into on March 30, 2026.
- Disposal restrictions lapse early in the event of separation from the company, death, or disability.
Mastech Digital, Inc. entered into a new five-year lease agreement for 5,895 square feet of office space in Dallas, Texas. The lease commences in August 2026 and includes a five-month rent abatement period and a five-year renewal option.
📋 Key Facts
- Lease agreement signed March 5, 2026, with EPC-CW15, LLC for property at 3300 Olympus Boulevard, Dallas, Texas.
- The initial term is five years, beginning August 24, 2026, following a five-month rent abatement period.
- Monthly base rent starts at $18,176.25 in the first year and escalates to $20,259.15 in the fifth year.
- Total base rent commitment over the five-year term is approximately $1,152,296.
- The company is also responsible for its pro rata share of property expenses and operating costs.
Mastech Digital filed an 8-K on February 19, 2026 announcing Q4 and full-year 2025 financial results and a new $5 million share repurchase program effective February 16, 2026. The buyback is discretionary with no minimum commitment, and the actual earnings data is furnished in a separate press release exhibit not included in the filing text.
🚩 Red Flags
- Buyback program is entirely discretionary with no minimum purchase commitment
- Earnings press release (Exhibit 99.1) not included in filing text — actual financial results unknown and could contain negative surprises
📋 Key Facts
- Board authorized a $5,000,000 share repurchase program, effective February 16, 2026
- Repurchases may occur through privately negotiated transactions, block purchases, or any combination
- Program may be modified, suspended, or terminated at any time at the Board's discretion
- Company announced Q4 and full year 2025 financial results on February 19, 2026
- Earnings press release furnished as Exhibit 99.1 (not filed, limiting legal liability)
- Filing signed by CFO Kannan Sugantharaman
- Company trades on NYSE American LLC under ticker MHH
- Headquartered in Moon Township, Pennsylvania
Mastech Digital, Inc. has announced the dismissal of its current independent auditor, UHY LLP, and the appointment of BDO India Services Private Limited as its new auditor for the fiscal year ending December 31, 2026.
🚩 Red Flags
- Auditor change (dismissal of current auditor) can sometimes precede restatements or internal control issues, though none are explicitly reported here.
📋 Key Facts
- Dismissal of UHY LLP approved by the Audit Committee on December 4, 2025.
- UHY will remain the auditor until the completion of the 2025 audit and issuance of reports for the fiscal year ending Dec 31, 2025.
- BDO India Services Private Limited has been appointed as the new independent registered public accounting firm for the 2026 fiscal year.
- The company stated there were no disagreements with UHY regarding accounting principles, financial statement disclosure, or auditing scope during the relevant periods.
Mastech Digital, Inc. filed an 8-K to announce its financial results for the third quarter ended September 30, 2025.
📋 Key Facts
- Report date: November 12, 2025
- Reporting period: Third Quarter ended September 30, 2025
- The filing includes a press release (Exhibit 99.1) detailing financial results.
- Signed by Kannan Sugantharaman, Chief Financial Officer.
Mastech Digital, Inc. filed an 8-K to announce its financial results for the second quarter ended June 30, 2025. The filing serves as a formal announcement of the earnings release issued on August 13, 2025.
📋 Key Facts
- Company announced Q2 2025 financial results (period ended June 30, 2025).
- Filing date: August 13, 2025.
- The press release containing the actual data is furnished as Exhibit 99.1.
Mastech Digital, Inc. reported the results of its Annual Meeting of Shareholders held on May 14, 2025. The meeting included the election of two Class II directors and shareholder approval for an amendment to increase the company's stock incentive plan share pool.
📋 Key Facts
- Annual Meeting held on May 14, 2025.
- Shareholders approved a First Amendment to the Stock Incentive Plan to increase the share pool by 800,000 shares (totaling 6,200,000 shares).
- Ashok Trivedi and Nirav Patel were elected as Class II directors for three-year terms.
- Shareholders approved compensation of named executive officers via a non-binding advisory vote.
- Shareholders approved a one-year frequency for the advisory vote on executive compensation.
Mastech Digital, Inc. filed an 8-K to announce its financial results for the first quarter ended March 31, 2025. The filing serves as a formal announcement of the earnings release issued on May 16, 2025.
📋 Key Facts
- Reporting period: First Quarter ended March 31, 2025.
- Filing date: May 16, 2025.
- The filing includes a press release (Exhibit 99.1) detailing results of operations and financial condition.
Mastech Digital announced the resignation of CFO John J. Cronin, Jr., effective April 14, 2025, and the appointment of Kannan Sugantharaman as the new CFO and COO. The transition includes a handover period through May 30, 2025.
🚩 Red Flags
- Sudden departure of a CFO (though transition period is provided).
- Board member resignation/non-reelection reduces board continuity.
📋 Key Facts
- CFO John J. Cronin, Jr. resigned on March 31, 2025; effective date is April 14, 2025.
- Cronin will remain an employee through May 30, 2025, to assist with the transition.
- Kannan Sugantharaman appointed as CFO and COO, effective March 31, 2025.
- Sugantharaman's compensation includes a base salary of approx. $263,824 (2.25 Crores INR) and a performance bonus target of approx. $117,255 (1 Crore INR).
- Sugantharaman received 150,000 non-qualified stock options with specific vesting milestones tied to market capitalization thresholds ($300M, $450M, and $600M).
- Director Bonnie K. Smith notified the company she will not seek reelection at the 2025 Annual Meeting.
Mastech Digital, Inc. filed an 8-K to announce its financial results for the fourth quarter and full fiscal year ended December 31, 2024.
📋 Key Facts
- Report date: February 19, 2025
- Reporting period: Fourth quarter and full year ended December 31, 2024
- The filing includes a press release (Exhibit 99.1) detailing financial performance.
- Signed by John J. Cronin, Jr., Chief Financial Officer.
Mastech Digital, Inc. announced the resignations of two directors, John Ausura and Brenda Galilee, effective December 31, 2024. The departures were previously announced in August 2024 and are not due to any disagreements with the company.
🚩 Red Flags
- None identified; resignations were previously disclosed and characterized as non-dispute related.
📋 Key Facts
- John Ausura resigned from the Board of Directors and all committees effective Dec 31, 2024.
- Brenda Galilee resigned from the Board of Directors and all committees effective Dec 31, 2024.
- Arun Nayar assumed responsibilities as Chair of the Audit Committee following Ausura's departure.
- Srinivas Kandula assumed responsibilities as Chair of the Compensation Committee following Galilee's departure.
- The company explicitly stated that neither resignation was due to any disagreement regarding operations, policies, or practices.
Mastech Digital, Inc. announced the resignation of President and CEO Vivek Gupta and the appointment of Nirav Patel as his successor. The leadership transition is scheduled to take effect on January 6, 2025.
🚩 Red Flags
- Significant cash outlay for executive recruitment ($2M signing bonus and high base/bonus structure).
- Clawback provisions on the signing bonus indicate a focus on retention of the new CEO.
- The transition involves an interim period where the outgoing CEO remains an employee, which can sometimes signal internal friction, though the filing explicitly states there is no disagreement.
📋 Key Facts
- Vivek Gupta resigned as President, CEO, and Board member effective January 6, 2025; he will remain an employee through February 28, 2025, to assist with transition.
- Nirav Patel appointed as President and CEO, effective January 6, 2025.
- Patel's compensation includes a $1,000,000 annual base salary and a $500,000 performance-based cash bonus target.
- Patel will receive a $2,000,000 cash signing bonus (subject to clawback if he leaves without Good Reason or is terminated for Cause before the 4th anniversary).
- Patel's equity package includes up to 702,358 non-qualified stock options with significant milestone-based vesting tied to market capitalization thresholds ($300M, $450M, and $600M).
- The Company adopted the '2024 Inducement Stock Incentive Plan' reserving 1,500,000 shares for new hires.
Mastech Digital, Inc. filed an 8-K to announce its financial results for the third quarter ended September 30, 2024.
📋 Key Facts
- The filing is a standard earnings release under Item 2.02.
- Reporting period: Third Quarter ended September 30, 2024.
- Filing date: November 6, 2024.
Mastech Digital expanded its Board of Directors by appointing three new independent directors and announced the upcoming resignations of two existing board members effective December 31, 2024.
🚩 Red Flags
- Cash severance/compensation payments to departing directors ($175,000 total).
📋 Key Facts
- Board size increased to nine members effective August 12, 2024.
- Three new independent directors appointed: Srinivas Kandula, Arun Nayar, and Bonnie K. Smith.
- New directors will serve on Audit, Compensation, and Nominating & Corporate Governance committees.
- Srinivas Kandula and Arun Nayar granted 3,506 shares of restricted stock vesting January 30, 2025; Bonnie K. Smith to receive the same.
- John Ausura and Brenda Galilee resigned from the Board effective December 31, 2024.
- Resignations were not due to disagreements with the Company's operations or policies.
- Departing directors will receive cash payments: $90,000 for Ausura and $85,000 for Galilee.
- Accelerated vesting of 7,403 restricted shares each for Ausura and Galilee upon their departure.
Mastech Digital, Inc. filed an 8-K to announce its financial results for the second quarter ended June 30, 2024.
📋 Key Facts
- Report date: August 7, 2024
- Reporting period: Second Quarter ended June 30, 2024
- The filing includes a press release (Exhibit 99.1) detailing the financial results.
Mastech Digital, Inc. reported the results of its Annual Meeting of Shareholders held on May 15, 2024. The meeting included the election of two directors and the approval of an amendment to extend the company's Stock Incentive Plan.
📋 Key Facts
- Annual Meeting held on May 15, 2024.
- Shareholders elected Sunil Wadhwani and Vladimir Rak to the Board of Directors (Class I) for three-year terms.
- Shareholders approved the amendment and restatement of the Stock Incentive Plan, extending its termination date from May 14, 2024, to May 14, 2034.
- Shareholders held a non-binding advisory vote (Say-on-Pay) regarding named executive officer compensation, which received 9,613,422 votes in favor.
Mastech Digital, Inc. filed an 8-K to announce its financial results for the first quarter ended March 31, 2024.
📋 Key Facts
- The filing reports earnings results for Q1 ending March 31, 2024.
- The announcement was made via press release on May 8, 2024.
- Chief Financial Officer John J. Cronin, Jr. signed the report.
Mastech Digital, Inc. has entered into amended and restated employment agreements for its CEO, Vivek Gupta, and CFO, John J. Cronin, Jr., effective April 1, 2024.
🚩 Red Flags
- Significant potential cash outflows related to executive severance packages (24 months of salary + bonus targets) if a Change of Control occurs.
📋 Key Facts
- Vivek Gupta (CEO/President) base salary to increase to $585,000 per year effective April 1, 2024.
- Vivek Gupta eligible for an annual performance-based cash bonus of $282,000.
- John J. Cronin, Jr. (CFO) base salary to increase to $450,000 per year effective April 1, 2024.
- John J. Cronin, Jr. eligible for an annual performance-based cash bonus of $184,000.
- Both agreements include significant severance provisions in the event of termination without 'Cause' or resignation for 'Good Reason', including up to 24 months of salary and accelerated equity vesting.
Mastech Digital, Inc. filed an 8-K to announce its financial results for the fourth quarter and full fiscal year ended December 31, 2023.
📋 Key Facts
- Report date: February 7, 2024
- Reporting period: Fourth quarter and full year ended December 31, 2023
- The filing includes a press release (Exhibit 99.1) detailing financial results.
- Signed by John J. Cronin, Jr., Chief Financial Officer.
Mastech Digital, Inc. announced that Gerhard Watzinger will not seek reelection to the Board of Directors at the upcoming 2024 Annual Meeting of Shareholders. Mr. Watzinger currently serves on the Audit, Compensation, and Nominating and Corporate Governance Committees.
📋 Key Facts
- Gerhard Watzinger notified the company on January 24, 2024, that he will not seek reelection as a Class I director.
- His term expires at the 2024 Annual Meeting of Shareholders.
- He currently serves on the Audit, Compensation, and Nominating and Corporate Governance Committees.
- The departure is due to personal commitments and not due to any disagreement with the Company.
Mastech Digital entered into a multi-year consulting agreement with Primentor Inc., owned by Phaneesh Murthy, and two company co-founders/directors. The agreement includes significant monthly cash fees and equity incentives tied to a potential 'Sale Event'.
🚩 Red Flags
- Related-party transaction: The agreement involves co-founders and directors acting as consultants/beneficiaries.
- Significant cash outflow: Guaranteed monthly payments totaling over $1M in the first year alone.
- Change of control incentives: Equity transfers from founders to consultants are triggered by a 'Sale Event', potentially aligning consultant interests with a quick exit rather than long-term value.
- Acceleration clauses: Vesting of options accelerates upon termination without cause or a sale event.
📋 Key Facts
- Effective Date: January 12, 2024.
- Consultants include Phaneesh Murthy (owner of Primentor Inc.), Srinjay Sengupta, Sunil Wadhwani, and Ashok Trivedi (co-founders/directors).
- Monthly fees: $100,000 for first 9 months; $30,000 (months 10-12); $25,000 (months 13-18); $20,000 (months 19-24).
- Lump sum payment of $120,000 due on the second anniversary.
- Issuance of 385,000 stock options to Murthy and Sengupta at an exercise price of $8.34 per share.
- Founder Equity Transfer: If a 'Sale Event' occurs, Murthy/Sengupta receive up to 1.1% or 0.55% of total common stock from the Founders personally (not the company).
- Termination fee of up to $120,000 if terminated by the Company without cause before month 24.