PGHLIB-2349850-v4-Mastech Audit Committee Charter

Mastech Holdings, Inc. Audit Committee Charter I. Purpose The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Mastech Holdings, Inc. (the “Company”) shall be to assist in Board oversight of (1) the integrity of the Company’s financial statements and internal controls; (2) the Company’s compliance with legal and regulatory requirements; (3) the independent auditors’ (the “Auditors”) qualifications and independence; (4) the performance of the Company’s Auditors and audit functions; (5) the Company’s Code of Business Conduct and Ethics; and (6) preparation of the audit committee report that the rules of the Securities and Exchange Commission (the “SEC”) require to be included in the Company’s annual proxy statement. II. Membership The membership of the Committee shall consist of at least three directors, all of whom shall meet the independence requirements of the American Stock Exchange (“AMEX”) and the Securities Exchange Act of 1934, as amended. All members of the Committee shall, in the judgment of the Board, have the ability to read and understand fundamental financial statements. In addition, at least one member of the Committee shall, in the judgment of the Board, be an “audit committee financial expert” as defined by the rules and regulations of the SEC. Members of the Committee shall be elected annually by the Board. The Chairperson of the Committee shall be elected by the Committee. ...