Jose Bustamante
About Jose L. Bustamante
Independent director of Matrix Service Company since June 2022; age 61. Former Executive Vice President of Business Development & Strategy at Fluor with 30+ years in international EPC across oil, gas, chemicals, mining, and infrastructure. Education: Bachelor’s in Economics and Business Studies (C.U.N.E.F., Universidad Complutense, Madrid), MBA (University of Houston), Thunderbird International Management Program. Determined independent under NASDAQ, SEC, and Board guidelines; serves on Audit, Compensation, Nominating & Corporate Governance, and Project Risk Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluor Corporation | EVP, Business Development & Strategy | Feb 2015 – May 2020 | Led global BD strategy in EPC; deep client and market development experience |
| Fluor Corporation | SVP, BD/Marketing/Strategic Planning – Energy & Chemicals | 2013 – Jun 2015 | Growth planning and market positioning in E&C |
| Fluor Corporation | Head of Middle East Operations (Abu Dhabi); led BD for EMEA | 2009 – 2013 | International operations leadership; regional risk and execution oversight |
| Fluor Corporation | Various executive roles across Spain, UK, USA, Puerto Rico, Chile, Brazil, Nigeria, UAE | 1990 – 2009 | Progressive leadership; global execution and sales |
| ESAsolar | Country Manager | Jan 2021 – May 2022 | Renewable project development; market entry |
| Boston Consulting Group | Expert Consultant | Aug 2023 – Aug 2024 | Advisory on strategy/operations |
| Fluor Arabia Ltd; Fluor Kuwait | Board Member (prior) | Not disclosed | Regional governance exposure; private/affiliate boards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boston Consulting Group | Expert Consultant | Aug 2023 – Aug 2024 | Strategy consulting |
| ESAsolar | Country Manager | Jan 2021 – May 2022 | Renewable energy |
| Fluor Arabia Ltd; Fluor Kuwait | Board Member (prior) | Not disclosed | Prior board memberships; not disclosed as U.S. public boards |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Nominating & Corporate Governance (member), Project Risk (member); served all of fiscal 2025 .
- Committee meeting cadence FY2025: Audit (4), Compensation (7), Nominating & Corporate Governance (4), Project Risk (4) .
- Attendance: Board met 12 times in FY2025; each director attended ≥75% of Board/committee meetings; all directors except Mr. Conner attended the 2024 Annual Meeting (implies Bustamante attended) .
- Independence: Board affirmed Bustamante as independent; Audit/Comp/Nominating committees comprised solely of independent directors .
- Election results (2025 Annual Meeting): Votes For 20,751,776; Against 829,647; Abstentions 10,807; Broker Non Votes 4,233,591 .
Fixed Compensation
| Component (FY2025) | Amount ($) | Detail |
|---|---|---|
| Cash retainer | 85,000 | Non-employee director retainer |
| Stock awards (RSUs) – grant date fair value | 93,428 | 8,290 RSUs granted (annual director grant; 1-year vest) |
| Change in pension value / nonqualified deferred comp earnings | 1,213 | Excess interest above market from Deferred Fee Plan |
| Total | 179,641 | Sum of components |
| Unvested RSUs at 6/30/2025 | 8,290 | Annual grant outstanding |
- Director pay structure: cash retainer $85,000; annual RSU grant target $95,000 with 1-year vest; no meeting fees; committee chair/Board chair fees apply only to chairs (Bustamante is not a chair) .
Performance Compensation
| Element | Structure | Metrics | Notes |
|---|---|---|---|
| Director equity | Time-based RSUs | None (time vesting) | Annual grant vests in one year; no director PSUs/options disclosed |
No performance-based director pay elements disclosed; RSUs are time-based. Equity grant sizing uses 20-day average share price for award calculation discipline .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (U.S. public) | — | — | — |
| Fluor Arabia Ltd; Fluor Kuwait (prior) | Board member | Not disclosed | No related-party transactions with Matrix disclosed |
Expertise & Qualifications
- 30+ years in EPC sales/operations; international leadership across EMEA and Americas; domain expertise in oil, gas, chemicals, mining, industrial and infrastructure .
- Strategic leadership in business development and market strategy; risk awareness in large project execution .
- Education: Economics/Business (C.U.N.E.F., Universidad Complutense), MBA (University of Houston), Thunderbird International Management Program .
Equity Ownership
| Item | Value | As-of/Notes |
|---|---|---|
| Beneficial ownership (shares) | 25,348 | As of Aug 31, 2025; <1% of outstanding |
| Unvested RSUs (director grant) | 8,290 | As of Jun 30, 2025 |
| Ownership guidelines | 5x annual cash retainer for non-employee directors | Applies to all directors |
| Guideline compliance status | Not yet met (as of May 2025) | Bustamante among directors not yet meeting guideline |
| Hedging/pledging | Prohibited | Company policy prohibits hedging/pledging by directors |
Governance Assessment
- Independence and committee load: Bustamante is independent and serves across Audit, Compensation, Nominating & Governance, and Project Risk, providing broad oversight coverage and risk insight; committees are independent-only, supporting strong governance design .
- Attendance and shareholder support: FY2025 attendance requirements met; 2025 election support was strong (20.75M For vs 0.83M Against), signaling investor confidence in his directorship .
- Compensation/ownership alignment: Standard director pay mix (cash + time-based RSUs) without performance link; he has meaningful ownership but has not yet met the 5x retainer guideline as of May 2025—monitor path to compliance; hedging/pledging prohibited, which supports alignment .
- Conflicts/related-party exposure: No related-party transactions or interlocks disclosed for Bustamante; Board independence reinforced via explicit designation standards; only disclosed related party involves another director’s family (not Bustamante) .
- Shareholder pay oversight context: Say-on-pay approval at the 2025 Annual Meeting was 20,132,922 For vs 1,408,554 Against, indicating positive sentiment on compensation governance broadly; not Bustamante-specific but supports overall governance environment .
Red Flags to monitor
- Ownership guideline shortfall (as of May 2025) for Bustamante—track progress to compliance; guidelines restrict selling until met .
- No performance-linked director equity—common practice, but offers limited pay-for-performance signal at the board level .
Positive Signals
- Strong election support and committee participation depth, particularly in risk oversight via Project Risk Committee .
- Clear independence status and robust anti-hedging/pledging policies .