James Miller
About James H. Miller
James H. Miller (age 70) has served on Matrix Service Company’s Board since May 2014, bringing multi-decade operating experience in industrial construction and shipyard leadership, M&A, and large project management. He holds a B.A. from the University of Edinboro (PA). As of July 29, 2025, the Board designated him a non-independent director due to his son’s promotion to the non-officer position of General Counsel; in conjunction, he stepped off the independent committees while remaining Chair of the Board’s Project Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kvaerner U.S. | President and sole director with oversight of U.S. operations | Since Nov 2017 | Oversight and fiduciary responsibility |
| Philly Shipyard Inc. | Senior advisor and consultant | 2020–2024 | Advisory to shipyard management |
| Aker Philadelphia Shipyard ASA (renamed Philly Shipyard ASA in 2015) | Board Chair | Jun 2011–Apr 2014; resumed Feb 2016–Apr 2020 | Board leadership |
| Aker Philadelphia Shipyard | CEO & President | Jun 2008–Jun 2011 | Turnaround/operations leadership |
| Kvaerner U.S. | EVP – Americas | Jun 2011–Oct 2017 | Regional leadership |
| Aker Solutions Process & Construction Americas; Aker Construction, Inc. | President | Prior to shipyard roles | Led major union construction contractor |
External Roles
| Organization | Role | Status |
|---|---|---|
| Kvaerner U.S. | President and sole director | Current (since Nov 2017) |
| Seajay Consulting L.L.C. | Consultant | Current (since Oct 2018) |
| San Juan Construction | Director | Prior service (dates not specified) |
Board Governance
- Committees (FY2025): Project Risk Committee (Chair); previously served on Audit, Compensation, and Nominating & Corporate Governance during FY2025 but ceased membership effective July 29, 2025 when designated non-independent .
- Board attendance: The Board met 12 times in FY2025; each director attended at least 75% of Board and committee meetings of which they were members (Miller met this standard). All directors except Mr. Conner attended the 2024 Annual Meeting (implies Miller attended) .
- Leadership/structure: Independent, non-executive Board Chair; five independent and two non-independent directors. Risk oversight is shared by the full Board, Audit Committee, and Project Risk Committee; Audit held 4 meetings and Project Risk held 4 meetings in FY2025 .
- Executive sessions: Independent directors meet in executive session at least quarterly, chaired by the independent Board Chair .
Fixed Compensation
| Component | FY2025 Detail | Amount |
|---|---|---|
| Annual cash retainer (non-employee directors) | Standard retainer | $85,000 |
| Committee chair retainer | Project Risk Committee Chair | $7,500 |
| Fees earned/paid in cash | Cash received | $65,000 |
| Deferred cash | Deferred under Deferred Fee Plan | $17,500 |
| Cash invested via ESPP | Director-elected purchase | $10,000 |
| Deferred Fee Plan interest (excess over market) | Reported as “Change in Pension Value and Nonqualified Deferred Compensation Earnings” | $3,902 |
| Deferred Fee Plan rates (context) | Market rate 4.332%; average earned 9.5% (H1 FY25) and 8.0% (H2 FY25) | Reference only |
| ESPP annual investment cap | Per director per calendar year | $60,000 |
Director compensation structure (FY2025) remained: $85,000 cash retainer; annual RSU grant with $95,000 target value; chair retainers: Board Chair $75,000; Audit $15,000; Compensation $10,000; Nominating $7,500; Project Risk $7,500 .
Performance Compensation
| Equity Award | FY2025 Grant Mechanics | FY2025 Award | Vesting |
|---|---|---|---|
| Service-based RSUs (annual grant) | Target value $95,000; RSUs determined by 20-day avg price; grant date fair value based on close price | 8,290 RSUs; grant-date fair value $93,428 | One-year vesting |
| Unvested RSUs (as of June 30, 2025) | – | 8,290 | Service-based; one-year vest |
Performance metric table (directors): None; non-employee director equity is service-based RSUs with one-year vest; no performance-conditioned metrics are disclosed for director grants .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed (current public company boards) | – | Proxy biography does not list current public company directorships beyond MTRX |
Expertise & Qualifications
- Progressive leadership in large, multinational industrial construction; deep operational risk understanding; extensive experience with M&A, partnerships, and multi-year project execution; market knowledge in power generation and heavy industry .
- Education: B.A., University of Edinboro (PA) .
- Board qualification rationale: Operational and project risk expertise (aligned with his Project Risk Chair role) .
Equity Ownership
| Measure | Amount / Status |
|---|---|
| Beneficial ownership (Aug 31, 2025) | 75,802 shares; <1% of outstanding |
| Unvested RSUs held (Jun 30, 2025) | 8,290 RSUs |
| Director ownership guideline | 5x annual cash retainer (excludes chair fees) |
| Compliance status (May 2025 evaluation) | In compliance; exceptions listed did not include Mr. Miller |
Governance Assessment
- Independence/related-party exposure: RED FLAG. As of July 29, 2025, Miller is no longer independent due to his son’s promotion to non-officer General Counsel; the Board appropriately removed him from Audit, Compensation, and Nominating committees to mitigate conflicts .
- Project risk oversight: POSITIVE. Serves as Chair of the Project Risk Committee (4 meetings in FY2025), aligned with his industrial construction risk credentials, supporting Board oversight of significant contract/project risk .
- Attendance/engagement: POSITIVE. Met the ≥75% meeting attendance threshold; attended the 2024 Annual Meeting (all directors except Mr. Conner attended) .
- Pay structure and alignment: MIXED. Director pay uses cash plus one-year service-based RSUs (8,290 units; $93,428 grant-date value), supporting alignment, but the Deferred Fee Plan credits above-market interest (market 4.332% vs 9.5%/8.0% earned in FY2025 portions) with excess interest reported, which can draw investor scrutiny even though disclosed .
- Ownership alignment: POSITIVE. Holds 75,802 shares and met the 5x retainer ownership guideline as of May 2025 .
- Compensation committee independence/tools: POSITIVE. Compensation Committee composed solely of independents; maintained independent advisers and transitioned consultants from Meridian to Pay Governance in Feb 2025, indicating active oversight of advisory independence and methodology .
- Board leadership and risk/cyber oversight: POSITIVE. Independent Board Chair; explicit risk oversight framework across Board/Audit/Project Risk; Audit conducted 4 meetings in FY2025; cyber oversight presented to Board biannually .
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