Matrix Service Company (MTRX) Proxy filing summary

Executive summary

• Entered a transformation phase with new President and CEO, Shawn Payne, focusing on operational discipline, streamlined business, and growth in legacy and new markets.

• Returned to profitability, with a more agile structure and targeted investments to drive long-term shareholder value.

• Annual Meeting scheduled for November 3, 2026, to be held virtually, with all shareholders encouraged to participate and vote.

Voting matters and shareholder proposals

• Election of seven directors for one-year terms.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2027.

• Advisory vote on executive compensation (say-on-pay).

• Shareholders can submit proposals for the 2027 meeting by May 26, 2027.

Board of directors and corporate governance

• Board consists of seven members, five of whom are independent; separation of Board Chair and CEO roles.

• Board committees: Audit, Compensation, Nominating and Corporate Governance, Project Risk, and Strategy.

• Annual board and committee self-evaluations; active succession planning and director equity ownership requirements.

• Directors must own at least five times their annual cash retainer in company stock.