Douglas Montalbano
About Douglas Montalbano
Douglas J. Montalbano, age 46, serves as President of Matrix North American Construction (Matrix NAC) and has held this role since August 2023; he previously progressed through operations leadership and business development roles at Matrix NAC since 2014 . He holds a Bachelor of Science in Economics and a Juris Doctor from Villanova University, and spent 10 years at URS Energy & Construction in legal and business development roles before joining Matrix . For fiscal 2025, company short‑term incentives paid zero due to not achieving the adjusted operating income threshold, while long‑term PSUs vested at 109% of target based on relative TSR at the 55th percentile versus a defined peer group, indicating moderate alignment of equity pay with shareholder returns . He beneficially owns 38,121 Matrix shares (less than 1% of outstanding), with additional unvested RSUs/PSUs outstanding that establish ongoing alignment via future vesting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Matrix North American Construction (Matrix NAC) | President | Aug 2023–present | Leads Matrix’s second-largest operating subsidiary; accountable for execution and operating performance . |
| Matrix NAC | Senior Vice President of Operations | Jan 2022–Aug 2023 | Oversight of operations; progressed operational discipline and execution . |
| Matrix NAC (Electrical business) | Vice President of Operations | 2018–2022 | Led electrical segment operations; execution and growth initiatives . |
| Matrix NAC | Vice President of Business Development | 2014–2018 | Commercial development and growth of client relationships . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| URS Energy & Construction | Legal and Business Development roles | 10 years (prior to 2014) | Progressive legal/BD responsibilities; industry expertise leveraged at Matrix . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $370,385 | $388,769 |
| Target Bonus % of Salary | 75% | 75% |
| Target Bonus Amount ($) | $293,550 | $293,550 |
| Actual Bonus Paid ($) | Not disclosed — | $0 (no short‑term incentive payout) |
| All Other Compensation ($) | $17,173 | $17,417 |
Performance Compensation
| Component | Weighting | Metric/Target | Actual FY 2025 | Payout | Vesting |
|---|---|---|---|---|---|
| Short‑Term Incentive – Financial | 85% | Adjusted Operating Income; MNAC threshold $4.5m, target $8.9m; consolidated threshold $7.4m, target $14.7m | Consolidated and subsidiary AOI did not exceed 50% of threshold | $0 | Annual (cash), none paid FY 2025 |
| Short‑Term Incentive – Safety (TRIR) | 5% (one‑third of safety) | Target TRIR ≤ 0.50 | MNAC TRIR 0.48; consolidated 0.51 | $0 (no payout due to operating loss) | Annual |
| Short‑Term Incentive – Safety (DART) | 5% | Target DART ≤ 0.25 | MNAC DART 0.00; consolidated 0.21 | $0 (no payout due to operating loss) | Annual |
| Short‑Term Incentive – Safety (QHSE corrective action) | 5% | Target avg ≤ 5 days | MNAC 10.5 days; consolidated 3.1 days | $0 (no payout due to operating loss) | Annual |
| Long‑Term Incentive – PSUs (Relative TSR) | 50% of LTI for NEOs | Peer group TSR percentile; Target=50th percentile | 55th percentile; payout 109% of target | Shares vest at 109% of target | Cliff vest at year 3; FY 2023 award certified Aug 2025 |
| Long‑Term Incentive – Service RSUs (stock) | 25% of LTI | Time‑based | Vested per schedule | Units vest per schedule | Four equal annual installments from grant anniversary |
| Long‑Term Incentive – Service RSUs (cash) | 25% of LTI | Time‑based; cash settlement at stock price on vest dates | Vested per schedule; FY 2025 cash RSU payout $77,050 | Cash paid on vest | Four equal annual installments from grant anniversary |
FY 2025 Grant Detail (8/27/2024 award):
- PSUs target 19,689; service RSUs 19,690; grant date fair value $418,007 .
Stock vested/realized FY 2025:
- Shares acquired on vesting: 18,207; value realized $181,360 (service-based $154,100; performance-based $27,260). Cash‑settled RSUs paid $77,050 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 38,121 |
| Shares Outstanding (for % calc) | 28,068,535 |
| Ownership as % of Shares Outstanding | ~0.14% (38,121 / 28,068,535) |
| Unvested Service‑Based RSUs (units) | 50,808 |
| Unearned PSUs at Target (units) | 64,327 |
| Options (exercisable/unexercisable) | None; company currently does not grant options |
| Hedging/Pledging | Prohibited by Insider Trading Policy; no pledging permitted |
| Ownership Guidelines | Presidents of operating subsidiaries: 2× base salary |
| Compliance Status (May 2025) | Not yet met (recent promotion Aug 2023) |
Vesting schedule (selected upcoming and forward vesting cadence):
| Vest Date | Service RSUs (#) | PSUs target (#) |
|---|---|---|
| 8/27/2025 | 4,924 | 16,406 |
| 8/29/2025 | 7,058 | 28,232 |
| 8/30/2025 | 2,420; 3,762 | 19,689 |
| 8/27/2026 | 4,922 | — |
| 8/29/2026 | 7,058 | 28,232 |
| 8/30/2026 | 3,762 | — |
| 8/27/2027 | 4,922 | 19,689 |
| 8/29/2027 | 7,058 | — |
| 8/27/2028 | 4,922 | — |
Policy highlights:
- Equity ownership guidelines include vested and unvested service‑based RSUs, but exclude unvested PSUs; compliance tested biannually .
- Insider Trading Policy amended May 6, 2025; prohibits trading with MNPI unless under approved 10b5‑1 plan .
Employment Terms
| Provision | Terms / Amounts |
|---|---|
| General Severance (without Cause) | 1.5× base salary (Business President) |
| Change‑of‑Control (double‑trigger) | 1.5× (base + target bonus) for Business President |
| Protection Window | 180 days before to 24 months after Change of Control |
| Good Reason (summary) | Material comp reduction; relocation >35 miles; material adverse change in duties; failure of successor to assume plan |
| Clawback Policy | Recoup erroneously awarded incentive‑based compensation after restatement; 3 preceding fiscal years; adopted Aug 29, 2023 |
| Hedging/Pledging Policy | Hedging and pledging of company stock prohibited |
| Perquisites & Benefits | 401(k) match; supplemental life/disability; FY 2025 amounts: life/disability premiums $3,389; 401(k) match $14,028 |
| Deferred Compensation | No executive deferred compensation plans or SERPs maintained |
Potential payments (assuming June 30, 2025 termination; stock price $13.51):
| Scenario | Salary Severance ($) | STIP Severance ($) | Accelerated Vesting Value ($) | Total ($) |
|---|---|---|---|---|
| Change‑of‑Control with Termination (Other than Cause) | $587,100 | $293,550 | $1,537,168 | $2,417,818 |
| Termination (Other than Cause) | $587,100 | — | — | $587,100 |
| Death/Disability (vesting acceleration) | — | — | $1,537,168 | $1,537,168 |
280G excise tax (golden parachute): Proxy describes potential excise taxes on excess parachute payments; no gross‑up protection is disclosed .
Investment Implications
- Pay‑for‑performance alignment: No FY 2025 cash bonus due to AOI threshold miss, while PSUs paid at 109% on TSR performance, indicating cash incentives are gated by profitability and equity rewards tied to shareholder returns .
- Retention and change‑of‑control economics: Double‑trigger CoC payout at 1.5× base+target bonus with full LTI vesting under award terms, plus 1.5× base severance without cause, provides balanced retention and sale‑process protection; not excessive versus market .
- Insider selling pressure timing: RSU/PSU vesting clusters annually in late August (8/27–8/30 across years), and cash‑settled RSUs generate liquidity; watch for potential supply/tax‑related selling around those dates by Montalbano and peers .
- Ownership alignment and guidelines: Beneficial ownership (~0.14% of outstanding) is modest; he is subject to a 2× salary ownership requirement and was not yet in compliance as of May 2025 given recent promotion, implying ongoing accumulation needs but with hedging/pledging prohibited (alignment positive) .
- Compensation mix trend: Equity grant value for Montalbano decreased YoY (FY 2024 $594,284 vs FY 2025 $418,007), with continued use of RSUs over options (lower risk, retention-oriented) and performance‑based PSUs tied to TSR; monitor if mix shifts further toward guaranteed equity .
- Governance and shareholder sentiment: Strong say‑on‑pay support (96%) and use of independent consultants (Meridian; then Pay Governance) suggest low governance risk around compensation programs .