EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): POWER OF ATTORNEY OF STEPHANIE FOGLIA, TRUSTEE POWER OF ATTORNEY I, the undersigned, being a person required to file reports pursuant to Section?16 of the Securities Exchange Act of 1934 (the ?Section 16?) regarding the undersigned?s beneficial ownership of equity securities in Mistras?Group, Inc. (the??Company?), hereby constitute and appoint each of Michael Keefe, Edward Prajzner and Michael Kozole, signing singly, as my true and lawful attorney-in-fact to: (1) Prepare, execute in my name and on my behalf, and submit to the U.S. Securities and Exchange Commission (the??SEC?) a Form?ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling me to make electronic filings with the SEC of reports required by Section 16 or any rule or regulation of the SEC; (2) execute for and on my behalf, as a Section?16 reporting person of the Company, Forms 3, 4, and 5 in accordance with Section 16 and the rules thereunder, and any other forms or reports I may be required to file in connection with my ownership, acquisition, or disposition of securities of the Company; (3) do and perform any and all acts for and on my behalf which may be necessary or desirable to complete and execute any such Form?3, 4, or 5, or other form or report, and file such form or report with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be to my benefit, in my interest, or legally required by me, it being understood that the documents executed by such attorney-in-fact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact?s discretion. I hereby grant to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact?s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. I acknowledge that the foregoing attorneys-in-fact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section?16. This Power of Attorney shall remain in full force and effect until I am no longer required to file Forms 3, 4, and 5 with respect to my holdings of and transactions in securities of the Company, unless earlier revoked by me. By executing this Power of Attorney, I revoke all powers of attorney previously executed by me regarding the powers and authority granted in this Power of Attorney. Dated: January 9, 2023 /s/ Stephanie Foglia Stephanie Folgia, as Trustee of the Sotirios Vahaviolos January 2023 2-Year Grantor Retained Annuity Trust