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

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On April 1, 2022, the board of directors (the "Board") of Mastech Digital, Inc. (the "Company") increased the size of the Board from six to seven members and appointed Mr. Vlad Rak as an independent member of the Board, effective April 1, 2022. Mr. Rak will serve as a Class I Director until the Company's 2024 Annual Meeting of Shareholders and until his successor is selected and qualified. Mr. Rak will also serve on the Board's three standing committees: (i) the Audit Committee, (ii) the Compensation Committee, and (iii) the Nominating & Corporate Governance Committee.

Mr. Rak brings to the Board over twenty-four years of technology experience including senior leadership roles at some of the world's premier organizations, including Nike, Disney, and Merck. Currently, Mr. Rak is the Executive Vice President & Chief Technology Officer of Dick's Sporting Goods, where he is leading technology efforts, including product management, design, and engineering.

In connection with his appointment to the Board, Mr. Rak was granted 2,675 shares of restricted stock of the Company , which shares will vest on January 30, 2023.

There are no arrangements or understandings between Mr. Rak and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Rak and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On April 5, 2022, the Company issued a press release announcing the appointment of Mr. Rak to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.





(d)  Exhibits



Exhibit
  No.       Description

99.1          Press Release from Mastech Digital, Inc., dated April 5, 2022.

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

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