Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-08-24

Mastech Digital (MHH)

CEO Nirav Patel was paid $8,814,382 in fiscal year 2025 (SEC filing 0001193125-26-149074 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$8,814,382
Nirav Patel total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
92.25%
Say-on-pay support, latest vote

Track this company's pay every filing: join the Pro seat waitlist

Velarion Pro: every company page, peer tools and exports, one seat — $1,200/year

A confirmation now and one email when Pro opens, and nothing else. Privacy

MHH's next annual pay disclosure, estimated April 9, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Nirav Patel$1,000,000$0$0$5,197,450$616,932$0$2,000,000$8,814,382
President and Chief Executive Officer
Kannan Sugantharaman184,99200584,700100,00000869,692
Chief Financial & Operations Officer
John Cronin, Jr.190,38500077,0000457,360724,745
Chief Financial Officer and Corporate Secretary

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Nirav Patel$8,814,382———
Kannan Sugantharaman869,692———
John Cronin, Jr.724,745—450,000—

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

You have just read Mastech Digital's Summary Compensation Table. The whole free brief as a PDF, emailed now, with every figure cited — then a few short notes on the deeper MHH reports.

We send the PDF right away, then up to three short notes. Reply “unsubscribe” to any of them, any time.

How we handle your data → Privacy

Companies that benchmark against MHH
3 companies name MHH as a compensation peer

The list of companies that name MHH as a peer is temporarily unavailable — recheck shortly.

01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Arun NayarIndependent Director—
Ashok TrivediDirector—
Bonnie K. SmithIndependent Director—
Brenda GalileeFormer director (through FY2025)—
Gerhard WatzingerFormer director (through FY2025)—
John AusuraFormer director (through FY2025)—
Srinivas KandulaIndependent Director—
Sunil WadhwaniDirector—
Vivek GuptaFormer director (through FY2025)—
Vladimir RakIndependent Director—
02

Equity transactions since the proxy statement was filed

Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.

InsiderRoleTransaction dateCodeSharesPriceValueSecuritySource
Steven A. ShawGreater-than-10% holder2026-04-09A4,000$6$24,200CommonForm 4 ↗
Steven A. ShawGreater-than-10% holder2026-04-10A2,000612,380CommonForm 4 ↗
Steven A. ShawGreater-than-10% holder2026-04-15A3,000720,520CommonForm 4 ↗
Steven A. ShawGreater-than-10% holder2026-04-27A1,00077,040CommonForm 4 ↗
Kannan SugantharamanCFO and COO2026-08-10A20,00000Derivative, Class A CommonForm 4 ↗
Steven A. ShawGreater-than-10% holder2026-08-21A5,000737,350CommonForm 4 ↗

Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Kannan SugantharamanOPTION2025-04-14——75,000—$240,075
Kannan SugantharamanOPTION2025-04-14——75,000—344,625
Nirav PatelOPTION2025-01-06——351,179—2,916,543
Nirav PatelOPTION2025-01-06——351,179—2,280,908
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Kannan Sugantharaman$0$0$584,7000.0%
Nirav Patel005,197,4510.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Kannan SugantharamanOption75,0007.6—
Nirav PatelOption351,17915.41—
05

Incentive-plan design — the Compensation Discussion & Analysis

The compensation program is designed to attract, motivate, and retain high-quality executives by providing total compensation that is performance-based and competitive with the markets and industries in which the Company competes for talent. A core objective is to emphasize pay-for-performance by linking compensation levels to shareholder value creation and targeting key financial and operational objectives.

CEO STI target (% of salary)NaN%
CEO LTI target (% of salary)—
Independent consultantWillis Towers Watson US LLC
Clawback policyThe Company has adopted a Claw Back Policy effective December 1, 2023, requiring the recovery of incentive-based compensation in the event of an accounting restatement. The clawback period is the three completed fiscal years preceding the restatement date. The policy complies with Section 10D of the Securities Exchange Act of 1934 and Section 811 of the NYSE American Company Guide.
Anti-hedging—
Anti-pledging—
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-139,313,024782,6455,83792.25%Passed
20252025-05-1410,018,8587,2091,76899.93%Passed
20242024-05-159,613,422509,2763,42194.97%Passed
20232023-05-109,671,666427,2933,49495.77%Passed
20222022-05-119,887,79620,8454,14499.79%Passed
20212021-05-129,628,434147,05643,02098.5%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-1392.25%a
20252025-05-1499.93%b
20242024-05-1594.97%c

a. Approved under the standard stated in the filing — “If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect.”.

b. Approved under the standard stated in the filing — “abstain from voting on this 14 Table of Contents matter, your abstention will have no effect.”.

c. Approved under the standard stated in the filing — “If you hold your shares in your own name and abstain from voting on this matter, your abstention will have no effect.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)—
CEO total compensation—
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Vivek GuptaEmployee director · Departed during FY$0$0$0—$0$0
09

Board fee structure and ownership guideline

Annual cash retainer$75,000
Annual equity retainer$75,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)15,000 / 10,000 / 5,000
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$0
Equity awards (grant-date value)$0
All other compensation$0
Total cost of the board$0

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Mastech Digital2025Nirav Patel$1,000,000$0$5,197,450$616,932$8,814,382

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Mastech Digital in fiscal 2025?
As disclosed, Nirav Patel (President and Chief Executive Officer) was the highest-paid executive at Mastech Digital in fiscal 2025, with total compensation of $8,814,382.
How did shareholders vote on Mastech Digital's executive compensation?
As disclosed, 92.25% of shareholders supported Mastech Digital's executive compensation in the latest say-on-pay vote.
How much does Mastech Digital spend in total on board compensation for fiscal 2025?
As disclosed, Mastech Digital reported total board compensation of $0 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Nirav PatelDEF 14A2026-04-090001193125-26-149074Section “SUMMARY COMPENSATION TABLE” · page 29. As printed: 8,814,382. Filing ↗machine: t9 · r2 · c22 · span 656887–656896
2Section 01, Kannan SugantharamanDEF 14A2026-04-090001193125-26-149074Section “SUMMARY COMPENSATION TABLE” · page 29. As printed: 869,692. Filing ↗machine: t9 · r5 · c22 · span 678538–678545
3Section 01, John Cronin, Jr.DEF 14A2026-04-090001193125-26-149074Section “SUMMARY COMPENSATION TABLE” · page 29. As printed: 724,745. Filing ↗machine: t9 · r11 · c22 · span 725885–725892
4Section 03, Kannan Sugantharaman OPTIONDEF 14A1900-01-010001193125-26-149074Section “GRANTS OF PLAN-BASED AWARDS” · grants of plan-based awards table. Filing ↗machine: span 792590–792597
5Section 03, Kannan Sugantharaman OPTIONDEF 14A1900-01-010001193125-26-149074Section “GRANTS OF PLAN-BASED AWARDS” · grants of plan-based awards table. Filing ↗machine: span 799310–799317
6Section 03, Nirav Patel OPTIONDEF 14A1900-01-010001193125-26-149074Section “GRANTS OF PLAN-BASED AWARDS” · grants of plan-based awards table. Filing ↗machine: span 780683–780692
7Section 03, Nirav Patel OPTIONDEF 14A1900-01-010001193125-26-149074Section “GRANTS OF PLAN-BASED AWARDS” · grants of plan-based awards table. Filing ↗machine: span 773958–773967
8Section 07, pay ratio10-K2026-03-180001193125-26-112845Section “CEO Pay Ratio”. As printed: —. Filing ↗
9Section 08, Vivek GuptaDEF 14A2026-04-090001193125-26-149074Section “Director Compensation”. As printed: 0. Filing ↗
10Section 02, Steven A. Shaw 2026-04-09Form 42026-04-130001193125-26-152107Insider equity transaction reported since the proxy statement. Filing ↗
11Section 02, Steven A. Shaw 2026-04-10Form 42026-04-130001193125-26-152107Insider equity transaction reported since the proxy statement. Filing ↗
12Section 02, Steven A. Shaw 2026-04-15Form 42026-04-160001193125-26-159445Insider equity transaction reported since the proxy statement. Filing ↗
13Section 02, Steven A. Shaw 2026-04-27Form 42026-04-270001193125-26-182516Insider equity transaction reported since the proxy statement. Filing ↗
14Section 02, Kannan Sugantharaman 2026-08-10Form 42026-08-120001193125-26-347348Insider equity transaction reported since the proxy statement. Filing ↗
15Section 02, Steven A. Shaw 2026-08-21Form 42026-08-240001193125-26-361875Insider equity transaction reported since the proxy statement. Filing ↗
16Section 06, 2026 voteForm 8-K2026-05-180001193125-26-228451Item 5.07 · say-on-pay result. As reported: 92.25% (votes for as printed: 9,313,024). Filing ↗
17Section 06, 2025 voteForm 8-K2025-05-190001193125-25-122458Item 5.07 · say-on-pay result. As reported: 99.93% (votes for as printed: 10,018,858). Filing ↗
18Section 06, 2024 voteForm 8-K2024-05-160001193125-24-140691Item 5.07 · say-on-pay result. As reported: 94.97% (votes for as printed: 9,613,422). Filing ↗
19Section 03b vehicle mix (computed)Computed——RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
20Section 09b board cost (computed)Computed——Cash 0 + equity 0 + all other 0 = 0, summed across the director compensation table rows.machine: formula: Σ = 0
21Mastech Digital (subject), Section 10b CEO totalDEF 14A2026-04-090001193125-26-149074CEO total compensation as printed in Mastech Digital's own proxy. As printed: 8,814,382. Filing ↗machine: t9 · r2 · c22 · span 656887–656896

The Pay Desk — the free weekly executive pay briefing, one company at a time, every number traceable to a public filing.

You'll confirm on The Pay Desk's sign-up page.