Mastech Digital (NYSE: MHH) CEO takes 2025 bonus in stock

Q: How much was CEO Nirav Patel’s 2025 bonus at Mastech Digital (MHH)?

Nirav Patel’s 2025 performance bonus was $616,932.00 . This bonus was earned under his Executive Employment Agreement, which ties annual incentive pay to performance goals established and assessed by the company’s Board of Directors.

Q: How many Mastech Digital (MHH) shares did the CEO receive for his 2025 bonus?

Nirav Patel received 100,314 restricted shares of Mastech Digital common stock. The Compensation Committee converted his cash bonus into equity using a 30‑day volume‑weighted average share price of $6.15 per share.

Q: Which agreements govern Nirav Patel’s bonus and stock award at Mastech Digital (MHH)?

Two key agreements apply: the Executive Employment Agreement dated November 1, 2024, which sets his annual bonus eligibility, and the Restricted Stock Agreement dated March 30, 2026, which details the share-based payment terms.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Mastech Digital, Inc. disclosed that CEO and President Nirav Patel’s 2025 annual performance bonus will be paid entirely in company stock instead of cash. For 2025, Mr. Patel earned a performance bonus of $616,932.00.

The Compensation Committee converted this amount into equity using a 30‑day volume‑weighted average price of $6.15 per share, resulting in 100,314 restricted shares that vest immediately. Although vested, these shares cannot be disposed of until March 30, 2028, unless restrictions lapse earlier upon separation from the company, death, or disability.

The arrangement is documented in a Restricted Stock Agreement dated March 30, 2026, which works alongside Mr. Patel’s existing Executive Employment Agreement governing his eligibility for annual performance bonuses based on Board‑determined performance goals.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CEO 2025 performance bonus: $616,932.00 VWAP used for share conversion: $6.15 per share Restricted shares granted: 100,314 shares +3 more

6 metrics

CEO 2025 performance bonus $616,932.00 Earned under Executive Employment Agreement for 2025

VWAP used for share conversion $6.15 per share 30-day volume-weighted average price for bonus conversion

Restricted shares granted 100,314 shares Shares issued in lieu of 2025 cash bonus

Disposal restriction end date March 30, 2028 End of holding period for restricted shares, absent earlier lapse

Restricted Stock Agreement date March 30, 2026 Date of agreement governing CEO restricted share award

Executive Employment Agreement date November 1, 2024 Agreement defining CEO’s annual performance bonus eligibility

Key Terms

Restricted Stock Agreement, volume-weighted average price, Executive Employment Agreement, restricted shares

4 terms

Restricted Stock Agreement financial

"The terms regarding the issuance of these restricted shares are set forth in a Restricted Stock Agreement"

volume-weighted average price financial

"based on a 30-day volume-weighted average price (VWAP) of $6.15"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Executive Employment Agreement financial

"In accordance with the Executive Employment Agreement by and between the Company and Mr. Patel"

restricted shares financial

"Mr. Patel received 100,314 restricted shares, subject to immediate vesting."

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

Understanding 8-K Material Events →

04/03/2026 - 05:00 PM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): March 30, 2026

    

Mastech Digital, Inc.

(Exact name of Registrant as Specified in Its Charter)


Pennsylvania	001-34099	26-2753540
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1305 Cherrington Parkway Building 210 Suite 400
Moon Township, Pennsylvania		15108
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 412 787-2100

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	MHH	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 30, 2026, Mastech Digital, Inc. (the "Company") and Nirav Patel, the Company's Chief Executive Officer and President, agreed to the payment of Mr. Patel's 2025 annual performance bonus in the form of restricted shares in lieu of cash payment. The terms regarding the issuance of these restricted shares are set forth in a Restricted Stock Agreement between the Company and Mr. Patel dated March 30, 2026 (the “Restricted Stock Agreement”).

In accordance with the Executive Employment Agreement by and between the Company and Mr. Patel and dated November 1, 2024 (the “Patel Employment Agreement”), Mr. Patel is eligible to earn an annual performance bonus, subject to the attainment of annual performance goals as determined by the Board of Directors. For 2025, Mr. Patel earned a performance bonus of $616,932.00.

The Compensation Committee determined the conversion of cash payment to number of awarded restricted shares based on a 30-day volume-weighted average price (VWAP) of $6.15. Mr. Patel received 100,314 restricted shares, subject to immediate vesting.

Under the terms of the Restricted Stock Agreement, Mr. Patel will be prohibited from disposing these restricted shares until March 30, 2028, subject to immediate lapse of any restriction due to (i) separation from the Company for any reason, (ii) death, or (iii) disability.

The foregoing description of the Restricted Stock Agreement does not purport to be complete and is qualified in its entirety by the full text of the Restricted Stock Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing description of the Patel Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Patel Employment Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2024, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.

10.1		Restricted Stock Agreement dated March 30, 2026, between Mastech Digital, Inc. and Nirav Patel

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			MASTECH DIGITAL, INC.

Date:	April 3, 2026	By:	/s/ Kannan Sugantharaman
			Kannan Sugantharaman, Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Mastech Digital (MHH) disclose in this 8-K filing?

Mastech Digital disclosed that CEO Nirav Patel’s 2025 annual performance bonus will be paid in restricted shares instead of cash, under a Restricted Stock Agreement dated March 30, 2026, linked to his existing Executive Employment Agreement.

How much was CEO Nirav Patel’s 2025 bonus at Mastech Digital (MHH)?

Nirav Patel’s 2025 performance bonus was $616,932.00. This bonus was earned under his Executive Employment Agreement, which ties annual incentive pay to performance goals established and assessed by the company’s Board of Directors.

How many Mastech Digital (MHH) shares did the CEO receive for his 2025 bonus?

Nirav Patel received 100,314 restricted shares of Mastech Digital common stock. The Compensation Committee converted his cash bonus into equity using a 30‑day volume‑weighted average share price of $6.15 per share.

What are the vesting and holding restrictions on the CEO’s MHH restricted shares?

The 100,314 restricted shares granted to Nirav Patel are subject to immediate vesting. However, he is prohibited from disposing of these shares until March 30, 2028, unless restrictions lapse earlier upon separation from the company, death, or disability.

Which agreements govern Nirav Patel’s bonus and stock award at Mastech Digital (MHH)?

Two key agreements apply: the Executive Employment Agreement dated November 1, 2024, which sets his annual bonus eligibility, and the Restricted Stock Agreement dated March 30, 2026, which details the share-based payment terms.

Is Mastech Digital’s CEO bonus stock award documented as an exhibit?

Yes. The Restricted Stock Agreement dated March 30, 2026 between Mastech Digital and Nirav Patel is filed as Exhibit 10.1, and is incorporated by reference as the governing document for this restricted share award.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

EX-10.1 EX-10.1 1.1 KB