Carlin Conner
About Carlin Conner
Independent director since August 2020; age 57. Currently Chief Executive Officer of International Matex Tank Terminals, Inc. (since March 2021). Prior roles include senior advisor at Riverstone Holdings (Apr 2020–Mar 2021), President/CEO/Director of SemGroup Corp (Apr 2014–Jan 2020), chair/President/CEO of the general partner of Rose Rock Midstream, L.P. (2014–Sep 2016), and multiple leadership positions at Oiltanking GmbH and affiliates, including global managing director (2012–2014) and chair of the general partner of Oiltanking Partners, L.P. (2011–2014). Holds a bachelor’s degree in environmental science from McNeese State University . The Board affirms his independence under NASDAQ, SEC, and Company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SemGroup Corp. | President, CEO, Director | Apr 2014–Jan 2020 | Led a U.S./Canada midstream business (gathering, transportation, storage, marketing) . |
| Rose Rock Midstream GP (subsidiary of SemGroup) | Chair of Board; President & CEO of GP | 2014–Sep 2016 | Oversaw a publicly traded MLP’s diversified midstream assets . |
| Oiltanking GmbH | Various leadership roles; Global Managing Director | 2000–2014; 2012–2014 | International BD, operations, strategy across regions; executive board member of parent (Marquard & Bahls AG) 2012–2014 . |
| Oiltanking Partners GP | Chair of GP | 2011–2014 | Public MLP focused on terminaling/storage/transport . |
| Riverstone Holdings | Senior Advisor | Apr 2020–Mar 2021 | Energy investment advisory . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Matex Tank Terminals, Inc. (IMTT) | Chief Executive Officer | Mar 2021–present | Global terminals operator . |
Board Governance
- Committee assignments and roles (Fiscal 2025):
- Compensation Committee: Chair; 7 meetings; served all of fiscal 2025 .
- Audit Committee: Member; 4 meetings; served all of fiscal 2025 .
- Nominating & Corporate Governance Committee: Member; 4 meetings; served all of fiscal 2025 .
- Strategy Committee: Listed in director biography .
- Independence: Board determined Conner to be independent . Board Chair is independent; roles of Chair and CEO are separated; executive sessions of independent directors held at least quarterly .
- Board engagement and attendance: Board met 10 times in fiscal 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2023 Annual Meeting .
- Election signal (2025 Annual Meeting): Votes for his re-election were 20,658,789 (Against 930,235; Abstentions 3,206; Broker non-votes 4,233,591) .
- Compensation Committee advisors: Committee used independent consultants; replaced Meridian with Pay Governance in Feb 2025; both provided only compensation services; Committee met with consultants without management .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 91,250 | 95,000 |
| Stock Awards ($) | 83,826 | 93,428 |
| Chair Retainer Detail | Pro-rated $6,250 for Compensation Chair | $10,000 Compensation Chair |
| Annual Cash Retainer Policy | $85,000 cash retainer (biennial review; unchanged) | $85,000 cash retainer (unchanged) |
Notes:
- Director cash retainers supplemented by chair fees: Audit $15,000; Compensation $10,000; Nominating & Corporate Governance $7,500; Board Chair $75,000; Project Risk Chair $7,500 .
Performance Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| RSUs Awarded (#) | 7,991 | 8,290 |
| RSU Grant Date Fair Value ($) | 83,826 | 93,428 |
| Vesting | One-year vesting for annual director RSUs | One-year vesting for annual director RSUs |
| Unvested RSUs Held (as of fiscal year-end) | 7,991 (June 30, 2024) | 8,290 (June 30, 2025) |
No performance-linked director equity (RSUs are service-vested; no options or PSUs disclosed for directors) .
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlock/Notes |
|---|---|---|---|
| SemGroup Corp. | Director (while CEO) | Past | Public energy midstream issuer; no current related-party transactions disclosed at Matrix . |
| Rose Rock Midstream GP | Chair; President & CEO | Past | Public MLP GP role . |
| Oiltanking Partners GP | Chair | Past | Public MLP GP role . |
No Matrix-related party transactions disclosed involving Conner; only disclosed related person was another director’s family employment (James H. Miller’s son), which Board found did not impair independence .
Expertise & Qualifications
- 28+ years midstream energy leadership; international operations and strategy experience; extensive public MLP governance exposure .
- Board skills matrix indicates broad competencies across strategic leadership, financial literacy, industry experience, risk oversight, ESG, international business, M&A, and IT exposure .
Equity Ownership
| Metric | As of Aug 31, 2024 | As of Jun 30, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 30,952 | — |
| Unvested RSUs (director award) | 7,991 | 8,290 |
- Stock ownership guidelines: Non-employee directors must hold stock equal to five times the annual cash retainer; eligible forms include vested/unvested service-based RSUs; unearned PSUs excluded. Hedging and pledging of Company stock are prohibited .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Securities Transacted (#) | Price ($) | Post-Transaction Holdings (#) | SEC Link |
|---|---|---|---|---|---|---|
| 2025-11-05 | 2025-11-04 | A (Award/Grant) | 7,986 | 0.00 | 55,219 | https://www.sec.gov/Archives/edgar/data/866273/000086627325000087/0000866273-25-000087-index.htm |
| 2024-11-06 | 2024-11-05 | A (Award/Grant) | 8,290 | 0.00 | 47,233 | https://www.sec.gov/Archives/edgar/data/866273/000086627324000106/0000866273-24-000106-index.htm |
Awards align with annual RSU grants to directors; post-transaction holdings reflect incremental alignment with shareholders (RSUs convert into common stock on vesting) (links above).
Governance Assessment
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Strengths
- Independent director with deep sector expertise; chairs Compensation Committee (seven meetings in fiscal 2025) and serves on Audit and Nominating, supporting board effectiveness and oversight .
- Committee use of independent compensation consultants (Meridian, then Pay Governance); consultants provided only compensation services; regular sessions without management .
- Strong governance framework: independent chair; quarterly executive sessions; anti-hedging and anti-pledging policies; robust director ownership guidelines .
- Shareholder support: re-elected at 2025 Annual Meeting with 20.66M votes for; say-on-pay proposal received 20.13M votes for (advisory) .
-
Potential risks/monitoring items
- Director Deferred Fee Plan pays above-market interest; although Conner showed no above-market deferred compensation earnings in fiscal 2025, the plan warrants monitoring for incentive alignment across the board .
- External executive role (CEO of IMTT) could create potential industry interlocks if Matrix provides services to IMTT; no related-party transactions are disclosed involving Conner; continue monitoring disclosures .
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Signals for investors
- Mix of cash ($95k) and equity ($93,428; 8,290 RSUs) in FY2025 promotes alignment; simple time-based vesting suggests low risk of pay anomalies for directors .
- Active involvement in Compensation, Audit, and Nominating committees plus consistent meeting cadence indicates engagement and oversight rigor .
Say-On-Pay & Shareholder Feedback
- 2025 advisory vote on NEO compensation: For 20,132,922; Against 1,408,554; Abstentions 50,754; Broker non-votes 4,233,591 .
- Prior say-on-pay approval: 81% in 2023; Compensation Committee reviewed shareholder feedback and maintained pay-for-performance focus .
Related Party Transactions
- No transactions involving Conner disclosed; the only related-person disclosure concerned another director’s family member employment, found not to impair independence .