John Chandler
About John D. Chandler
John D. Chandler, 55, has served on Matrix Service Company’s board since June 2017 and is the independent, non-executive Board Chair. He brings deep financial leadership from prior CFO roles in the energy/midstream sector and holds B.S. and B.A. degrees in accounting and finance from the University of Tulsa. At MTRX, he is a member of the Strategy Committee (formed in November 2024). The Board has affirmatively determined he is independent under NASDAQ, SEC and Board guidelines. During fiscal 2025, the Board met 12 times; all directors met at least 75% attendance, and Chandler attended the 2024 Annual Meeting (all directors attended except Mr. Conner). As Board Chair, Chandler leads quarterly executive sessions of independent directors and actively participated in shareholder outreach in 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Williams Companies, Inc. | SVP & Chief Financial Officer; Advisor to CFO (pre-retirement) | Aug 2017–Dec 2021; Advisor Jan–Mar 31, 2022 | Oversaw finance through strategic portfolio and capital allocation periods. |
| WPZ GP LLC (Williams Partners LP GP) | Director | Sep 2017–Aug 2018 | Governance during GP consolidation; entity became wholly-owned by Williams. |
| Magellan Midstream (Magellan GP, LLC / Magellan Midstream Holdings GP) | SVP & CFO (both GPs) | 2003–2014; 2009–Mar 2014 (ret.) | Led finance for large-cap MLP structures; prior roles at Williams subsidiaries (FP&A, Strategy). |
| Williams (subsidiary) | Director, FP&A; Director, Strategic Development | 1999–2002 | Strategy/FP&A foundation in energy infrastructure. |
| MAPCO Inc. | Accounting & Finance roles | 1992–1999 | Early career in accounting/finance. |
External Roles
| Company | Role | Committee(s) | Status |
|---|---|---|---|
| LSB Industries | Director; Audit Committee Chair | Audit (Chair) | Current. |
| USA Compression GP, LLC (USA Compression Partners, LP GP) | Director; Audit Committee Chair | Audit (Chair) | Former. |
| CONE Midstream GP, LLC (CONE Midstream Partners LP GP) | Director; Audit Committee | Audit | Former. |
| Green Plains Holdings LLC (Green Plains Partners LP GP) | Director; Audit Committee | Audit | Former. |
Board Governance
- Roles: Independent, non-executive Board Chair; member, Strategy Committee (formed Nov 2024).
- Independence: Determined independent under NASDAQ/SEC/Board rules.
- Attendance: Board met 12 times in fiscal 2025; all directors met ≥75% attendance (exception noted for another director’s Strategy Committee attendance); Chandler attended 2024 Annual Meeting.
- Executive sessions: Independent directors meet at least quarterly; sessions chaired by the independent Board Chair.
- Shareholder engagement: Reached out to top holders representing 35% of shares; met with holders representing 29%. Chandler attended all engagement meetings with IR and Corporate Governance.
- Committee structure: Audit, Compensation, and Nominating & Corporate Governance committees are fully independent; Project Risk and Strategy have mixed composition.
Fixed Compensation (Non‑Employee Director; Fiscal 2025)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard for non-employee directors. |
| Board Chair retainer | $75,000 | Additional retainer for serving as Board Chair. |
| Total cash fees earned | $160,000 | Paid in cash. |
| Annual equity grant (RSUs) – grant date fair value | $93,428 | 8,290 RSUs awarded; fair value represents closing price × units; target program value $95,000. |
| Total 2025 director compensation | $253,428 | Sum of cash and equity fair value. |
| Deferred Fee Plan participation | Not used in 2025 | Chandler’s fees paid in cash; plan rate set at 8.0% for calendar 2025 if used. |
Performance Compensation (Directors)
| Element | Terms | Notes |
|---|---|---|
| Performance-linked awards (PSUs/options) | None disclosed for directors | Non-employee director equity is time-based RSUs; program does not disclose performance metrics for director pay. |
Director pay design: cash + time-based RSUs; no meeting fees or bonus are disclosed; annual program reviewed against peers; equity computed via 20-day average for unit count; RSUs vest over one year for directors.
Other Directorships & Interlocks
- Current public boards: LSB Industries (Audit Chair).
- Prior public boards: USA Compression GP (Audit Chair), CONE Midstream GP (Audit Committee), Green Plains Holdings LLC (Audit Committee).
No Chandler-specific related-party transactions were identified in the 2025 proxy’s “Transactions with Related Persons” section (the only disclosed related-person item involved another director’s family member). The Audit Committee reviews related-party matters per the Company’s policy.
Expertise & Qualifications
- Finance/accounting: Former CFO of Williams and Magellan GP entities; extensive financial oversight and public-company capital markets experience.
- Industry: Energy, midstream, MLP structures; risk management and M&A exposure.
- Education: B.S. and B.A. in accounting and finance, University of Tulsa.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 67,463 shares; <1% of outstanding. |
| Director ownership guideline | 5× annual cash retainer. |
| Compliance status (May 2025) | All non-employee directors met guideline except Mr. Bustamante (newer director) – implies Chandler in compliance. |
| Unvested RSUs (as of 6/30/2025) | 8,290 RSUs outstanding from fiscal 2025 grant. |
| Hedging/pledging policy | Hedging and pledging of Company stock prohibited for directors. |
Governance Assessment
-
Positives:
- Independent, non-executive Board Chair; separation of Chair/CEO roles supports oversight.
- Strong financial and industry expertise; current Audit Chair experience on another public board.
- Demonstrated shareholder engagement leadership (attended all 2025 outreach meetings).
- Ownership alignment: Meets stringent 5× retainer guideline; time-based RSU grants create ongoing stake.
- Board independence across key committees; quarterly executive sessions led by the Chair.
-
Watch items:
- External board service should remain within Company guideline (≤4 other public company boards); currently appears compliant.
- Continue monitoring for any customer/supplier overlaps with prior/present energy/midstream affiliations; no Chandler-related related-party transactions disclosed in 2025 proxy.
-
Say-on-Pay/Investor confidence backdrop:
- 2024 Say-on-Pay support was 96%, indicating broad investor support for compensation governance.
Overall, Chandler’s profile combines independent board leadership, capital markets acumen, and strong shareholder engagement—factors supportive of board effectiveness and investor confidence; no Chandler-specific conflicts are disclosed in the latest proxy.