Matrix Service Company (MTRX) Proxy Filing summary

Executive summary

• Achieved $769.3M in revenue for FY 2025, a 6% year-over-year increase, with a near-record backlog of $1.38B as of June 30, 2025.

• Undertook strategic transformation, including cost reductions, office closures, and management realignment to enhance efficiency and competitiveness.

• Significant improvements in safety metrics: 44% reduction in total recordable incident rate and 25% improvement in DART year-over-year.

• Implemented ESG initiatives, including utility aggregator software, Scope 3 emissions methodology, and climate risk assessments.

Voting matters and shareholder proposals

• Election of seven directors for terms expiring at the 2026 annual meeting.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2026.

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

• Approval of the 2026 Employee Stock Purchase Plan.

• Approval of the Third Amendment to the 2020 Stock and Incentive Compensation Plan, increasing authorized shares from 3,975,000 to 5,000,000.

Board of directors and corporate governance

• Board consists of seven members, five of whom are independent; annual self-evaluations and succession planning in place.

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

• Board Chair is independent and separate from CEO; strong focus on accountability, transparency, and open communication.

• Directors required to own five times their annual base retainer in company stock.