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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