Independent
Tenure on this board
4.4 yrs
7 nominees · 3 ballot items.
Stockholders will vote on the election of seven director nominees, ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal 2027, and an advisory approval of named executive officer compensation.
Elect the seven Board nominees: Jose L. Bustamante, Martha Z. Carnes, John D. Chandler, Carlin G. Conner, Liane K. Hinrichs, James H. Miller, and Shawn P. Payne.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
Approve, on an advisory and non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and accompanying narrative.
Proposal 3 asks stockholders to approve, on an advisory and non-binding basis, the overall compensation paid to Matrix Service Company’s named executive officers. The vote covers the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative disclosures rather than any single compensation item. Management is seeking approval as part of the annual say-on-pay process and explicitly states that the proposal is intended to capture the overall compensation philosophy, policies, practices, and decisions described in the proxy. The company’s stated compensation philosophy emphasizes pay for performance, competitiveness, support for business objectives, individual performance, and alignment with long-term stockholder value. Fiscal 2026 compensation included base salary, annual incentives tied to financial, strategic, and safety measures, and long-term awards consisting of service-based RSUs and performance share units linked to relative total shareholder return. The disclosure also describes severance and transition arrangements for former executives, including payments and equity treatment for John R. Hewitt and Nancy E. Austin, which form part of the reported compensation context. The company notes that fiscal 2026 performance resulted in no PSU payout for the relevant completed performance period, while certain executives received financial and partial safety incentives. The Board argues that the program appropriately attracts, motivates, and retains talent while aligning executive and stockholder interests. The Board unanimously recommends a vote FOR, while acknowledging that the advisory result is not binding on the Company or the Board and that it will consider stockholder feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | NEEDHAM INVESTMENT MANAGEMENT LLC | 5.07% | 1,435,000 | $20M |
| 2 | AMERICAN CENTURY COMPANIES INC | 4.27% | 1,206,822 | $17M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.20% | 1,188,393 | $16M |
| 4 | BlackRock, Inc. | 4.12% | 1,164,338 | $16M |
| 5 | First Eagle Investment Management, LLC | 3.50% | 989,811 | $14M |
| 6 | GENDELL JEFFREY L | 3.32% | 940,240 | $13M |
| 7 | ACADIAN ASSET MANAGEMENT LLC | 3.08% | 871,501 | $12M |
| 8 | Harvey Partners, LLC | 2.88% | 815,023 | $11M |
| 9 | BlackRock, Inc. | 2.71% | 767,953 | $11M |
| 10 | TWO SIGMA INVESTMENTS, LP | 2.64% | 748,118 | $10M |
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