Justin Sheets
About Justin Sheets
Justin D. Sheets, age 47, is Vice President, Legal & Operations Services (since August 2025), Corporate Secretary (since October 2018), and Corporate Compliance Officer (since September 2015) at Matrix Service Company; he previously served as Vice President and General Counsel from September 2019 to August 2025 . He began his career with Matrix in 2002, held progressively senior legal and risk roles (including Staff Counsel, Director and Senior Director of Risk Management, and Vice President, Legal & Risk Management), and consulted from 2008–2010 while also working with Conway, McKenzie and Dunleavy on M&A, restructuring and liquidations for construction clients . Sheets holds a BS in Environmental Health and Safety Sciences (Indiana State University) and a JD (University of Tulsa) and is licensed to practice law in New Jersey . Company operating performance during FY2026 Q1 included revenue of $211.9 million (+28% YoY), adjusted EBITDA of $2.5 million (vs. $(5.9) million prior year), backlog of $1.2 billion, and reaffirmed FY2026 revenue guidance of $875–$925 million, providing a supportive backdrop for executive performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Matrix Service Company | Vice President, Legal & Operations Services | Aug 2025–present | — |
| Matrix Service Company | Corporate Secretary | Oct 2018–present | — |
| Matrix Service Company | Corporate Compliance Officer | Sep 2015–present | — |
| Matrix Service Company | Vice President & General Counsel | Sep 2019–Aug 2025 | — |
| Matrix Service Company | Vice President, Legal & Risk Management | Oct 2014–Sep 2019 | — |
| Matrix Service Company | Senior Director, Legal & Risk Management | Jul 2013–Oct 2014 | — |
| Matrix Service Company | Director, Risk Management | Nov 2011–Jul 2013 | — |
| Matrix Service Company | Staff Counsel | Jun 2010–Nov 2011 | — |
| Matrix Service Company | Various roles of increasing responsibility | 2002–2008; 2010–present | — |
| Conway, McKenzie & Dunleavy (consulting) | Consultant (M&A, restructuring, liquidations) | 2008–2010 | — |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Meals on Wheels of Metro Tulsa | Board Member | Since 2024 | Community service role |
| Family & Children’s Services | Board Member | Since 2016 | Community service role |
Fixed Compensation
- Individual base salary, target bonus, and award values for Sheets are not disclosed (he is not a Named Executive Officer in the proxy). Company program design sets executive base salaries around the market median (50th percentile) using independent benchmarking (Meridian), with targets for incentives set as a percentage of base salary .
- Annual/Short-Term Incentive Plan (STIP) design: Profit-sharing metrics based on consolidated adjusted operating income and safety (TRIR and QHSE Corrective Action Completion), with no financial payouts unless 100% of budgeted operating income is achieved; payouts are capped at 200% of target .
Performance Compensation
- Long-term incentives for executives consist of service-based RSUs (stock and cash) vesting in four equal annual installments and PSUs that cliff-vest after three years based on relative TSR vs. a peer group; PSU payouts range from 0.0x to 2.0x based on percentile outcomes, with retirement-related acceleration provisions for service-based RSUs as described in award agreements .
FY2024 Short-Term Incentive Outcomes (Program-Level)
| Metric | Target | Actual | Payout Outcome |
|---|---|---|---|
| Consolidated Adjusted Operating Income | $14.6 million required for any payout | Below budget | No STIP payout |
| TRIR (Consolidated) | ≤ 0.50 | 0.91 | No payout due to operating loss |
| TRIR (Matrix Service Inc.) | ≤ 0.50 | 1.07 | No payout due to operating loss |
| QHSE Corrective Action Completion | ≥ 90% | MSC 93%, MSI 94%, MPDME 100% | No payout due to operating loss |
PSU Payout Schedule (Program-Level)
| Shareholder Return Goal | Total Shareholder Return Percentile | Shares of Common Stock per PSU |
|---|---|---|
| Threshold | 25th percentile | 0.25 |
| Above Threshold | 35th percentile | 0.50 |
| Target | 50th percentile | 1.00 |
| Above Target | 75th percentile | 1.50 (capped at 1.5 if absolute TSR negative) |
| Maximum | 90th percentile | 2.00 |
Equity Ownership & Alignment
- Equity ownership guidelines require “All other Executive Officers” to maintain holdings equal to 1x base salary; compliance is reviewed biannually (November/May). Unvested service-based RSUs count, while unearned PSUs do not; officers cannot sell stock from awards if below guideline levels .
- Hedging and pledging are prohibited for directors, NEOs, and employees; margin accounts or pledges of company securities are disallowed to prevent misalignment and potential forced sales during MNPI periods .
- Clawback policy (effective Aug 29, 2023) mandates recovery of erroneously awarded incentive-based compensation from Section 16 officers when a restatement is required, covering the prior three completed fiscal years; administered by the Board/Committee .
Employment Terms
- Executive employment agreements: The company has Change of Control/Severance Agreements with each Named Executive Officer and “other executive officers,” indicating Sheets (an executive officer) is covered, though individual multiples for non-NEOs are not detailed publicly .
- Change-of-control definitions and “Good Reason” triggers include compensation reductions, relocations >35 miles, material adverse role changes, or failure by successor to assume obligations; benefits under equity awards accelerate only on double-trigger events (CoC plus termination/adverse event or non-assumption by successor) for awards beginning FY2021 .
- Severance payment timing: generally within 60 days of the triggering event and no later than December 31 of the second calendar year following separation .
Performance & Track Record (Company-Level Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 Investment (Company TSR) | $48.19 | $56.10 | $94.57 |
| Net Income/(Loss) ($USD Thousands) | $(63,900) | $(52,361) | $(24,976) |
FY2026 Q1 operating highlights (ended Sep 30, 2025): revenue $211.9 million (+28% YoY), adjusted EBITDA $2.5 million, liquidity $248.9 million with no debt, backlog of $1.2 billion, and reaffirmed FY2026 revenue guidance of $875–$925 million .
Governance, Policies, and Shareholder Signals
- Say-on-pay (Nov 4, 2025): For 20,132,922; Against 1,408,554; Abstain 50,754; broker non-votes 4,233,591, indicating shareholder support for NEO compensation structure and practices .
- Compensation risk controls include capped payouts, multi-year vesting, independent consultant oversight, performance goal alignment, ownership guidelines, anti-hedging/pledging, and clawbacks .
Investment Implications
- Alignment: Ownership guidelines (1x base for other executive officers), anti-hedging/pledging rules, clawbacks, and double-trigger equity acceleration provide strong pay-for-performance alignment and reduce windfall risk in change-of-control scenarios .
- Retention and selling pressure: Four-year RSU vesting and three-year TSR PSUs promote retention; prohibited pledging/hedging reduces forced-sale risk. Sheets’ individual grant levels and ownership are not disclosed (non-NEO), limiting precision on his personal “skin-in-the-game” and potential selling pressure .
- Execution risk: Company-level STIP requires full budgeted operating income for payouts, focusing management on profitability and safety outcomes; recent quarter’s improved revenue and EBITDA trajectory supports incentive achievement potential if sustained, while prior years’ net losses and TSR variability highlight ongoing execution demands in specialty E&C end markets .