Mastech Digital, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE

14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

Mastech Digital, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Telephone:(412) 787-2100

April 9, 2025

Dear Mastech Digital, Inc. Shareholder:

You are cordially invited to attend our 2025 Annual Meeting of Shareholders (the “Annual Meeting”) to be held at Mastech Digital, Inc.’s office, at 511 East John Carpenter Freeway, Suite 500, Las Colinas, TX 75062 on Wednesday, May 14, 2025, at 9:00 a.m. Central Time.

The following pages contain the formal Notice of the Annual Meeting and the Proxy Statement. At this year’s Annual Meeting, you will be asked to (i) vote on the election of Class II directors; (ii) approve an amendment to the Company’s Stock Incentive Plan, as amended and restated effective as of May 14, 2024 (the “Plan”), to increase the number of shares of common stock that may be issued pursuant to the Plan; (iii) to cast an advisory(non-binding) vote to approve named executive officer compensation; and (iv) cast anadvisory (non-binding) vote to set the frequency of an advisory vote on executive compensation. Please read the accompanying Notice of Annual Meeting and Proxy Statement carefully. Whether or not you plan to attend, you can ensure that your shares are represented at the Annual Meeting by promptly completing, signing, dating and returning the enclosed proxy card in the envelope provided.

Thank you for your continued support.

Sincerely,

Nirav Patel

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May 14, 2025

The Annual Meeting of Shareholders (the “Annual Meeting”) of Mastech Digital, Inc. (the “Company”) will be held on Wednesday, May 14, 2025, at 9:00 a.m. Central Time at the Company’s office at 511 East John Carpenter Freeway, Suite 500, Las Colinas, TX 75062, to consider and act upon the following matters:

1. The election of two (2) Class II directors to serve for three-year term or until their respective successors shall have been selected or qualified;

2. Vote to approve an amendment to the Company’s Stock Incentive Plan, as amended and restated effective as of May 14, 2024 (the “Plan”), to increase the number of shares of common stock that may be issued pursuant to the Plan by 800,000 shares, to a total of 6,200,000 shares;

3. Advisory(non-binding) vote to approve named executive officer compensation;

4. Advisory (non-binding) vote on the frequency of an advisory vote on named executive officer compensation; and

5. The transaction of such other business as may properly come before the meeting and any adjournment or postponement thereof.

The Board of Directors has established the close of business on April 4, 2025, as the record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting.

PLEASE VOTE AS SOON AS POSSIBLE TO ENSURE THAT YOUR VOTE IS RECORDED PROMPTLY EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON. YOU HAVE THREE OPTIONS FOR SUBMITTING YOUR VOTE BEFORE THE ANNUAL MEETING: VIA THE INTERNET, BY PHONE OR BY MAIL. FOR FURTHER DETAILS, SEE “VOTING RIGHTS AND SOLICITATION” IN THE PROXY STATEMENT. IF YOU HAVE INTERNET ACCESS, WE ENCOURAGE YOU TO RECORD YOUR VOTE ON THE INTERNET. IT IS CONVENIENT, AND IT SAVES THE COMPANY SIGNIFICANT PRINTING AND PROCESSING COSTS.

By Order of the Board of Directors

John J. Cronin, Jr.

Chief Financial Officer and Corporate Secretary

Moon Township, Pennsylvania

April 9, 2025