Kevin Cavanah
About Kevin Cavanah
Kevin S. Cavanah, age 60, is Matrix Service Company’s Chief Financial Officer and Treasurer, serving as CFO since December 2010 and Treasurer since December 2013; he previously served as Corporate Secretary (2010–2018), VP Accounting & Financial Reporting (2007–2010), and Controller (2003–2010). Prior roles include Accounting Manager at The Williams Companies (1998–2001) and Williams Communications (2001–2003), and Audit Manager at Ernst & Young; he holds a B.S.B.A. in Accounting from the University of Arkansas . Over the last four fiscal years, Company TSR (value of $100 investment) progressed from $48.19 to $128.67, while relative TSR ranked at the 55th percentile, driving PSU payout at 109% for the FY2023–FY2025 cycle; however, GAAP net income remained negative and adjusted operating income/loss remained negative over this period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Matrix Service Company | Chief Financial Officer | Since Dec 2010 | Senior finance leadership, capital allocation, investor reporting |
| Matrix Service Company | Treasurer | Since Dec 2013 | Liquidity and treasury oversight |
| Matrix Service Company | Corporate Secretary | Dec 2010–Oct 2018 | Corporate governance support |
| Matrix Service Company | VP, Accounting & Financial Reporting | Aug 2007–Dec 2010 | Financial reporting leadership |
| Matrix Service Company | Controller | Apr 2003–Dec 2010 | Accounting operations and controls |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Williams Companies, Inc. | Accounting Manager | 1998–2001 | Corporate accounting |
| Williams Communications | Accounting Manager | 2001–2003 | Business unit accounting |
| Ernst & Young LLP | Audit Manager | (prior to 1998) | External audit and financial controls |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 475,000 | 475,000 | 493,269 (10 months at $498,750; 2 months at prior rate) |
| Target Bonus (%) of Salary | 75% | 75% | 75% |
| Actual Short-Term Incentive Paid ($) | — | — | — (threshold not achieved) |
| All Other Compensation ($) | 24,308 | 23,585 | 24,512 |
| Total Compensation ($) | 1,003,415 | 1,538,581 | 1,249,282 |
Additional base salary actions:
- CFO base increased 5.0% from $475,000 to $498,750 effective Sep 9, 2024 .
Performance Compensation
Annual/Short-Term Incentive (FY 2025)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted Operating Income (Consolidated) | 85% (financial total) | $14.7mm | <50% of threshold; not achieved | 0% |
| Safety – TRIR | 5% | ≤0.50 | 0.51 (consolidated) | 0% (no safety payout due to operating loss) |
| Safety – DART | 5% | ≤0.25 | 0.21 (consolidated) | 0% (no safety payout due to operating loss) |
| Safety – QHSE Corrective Action (days) | 5% | ≤5.0 | 3.1 (consolidated) | 0% (no safety payout due to operating loss) |
Target bonus opportunity for CFO: 75% of salary; FY2025 payout = $0 due to failure to achieve threshold financial performance .
Long-Term Incentive Structure (FY 2025 grants)
| Component | CFO Weighting | Grant Mechanics | Vesting / Settlement | Retirement Treatment |
|---|---|---|---|---|
| Service-based RSUs (stock-settled) | 25% | Full-value shares; promotes retention | 4 equal annual installments; retirement-eligible vest accelerates at 1-year but settles over 4 years | Accelerates to vest at 1-year; settlement continues over 4 years; forfeited if retire before 1st anniversary |
| Service-based RSUs (cash-settled) | 25% | Cash based on stock price at each vest | 4 equal annual installments; same retirement treatment as above | Same as above |
| Performance Share Units (PSUs) | 50% | Relative TSR vs peer group; 0–200% of target | Cliff vest at 3-year anniversary | Pro-rata vesting if retire before 3 years and ≥threshold achieved |
FY2025 grant details (CFO, grant date 8/27/2024):
- RSUs: 34,456 units (service-based)
- PSUs: Threshold 8,614; Target 34,456; Maximum 68,912 units
- STIP target opportunity reference: $374,063 (75% of salary)
FY2023 PSU cycle outcome (performance period FY2023–FY2025): Vested at 109% of target based on 55th percentile relative TSR; CFO realized 8,666 stock-settled PSUs vesting in FY2025 .
Options: No option grants disclosed under current program; Committee uses RSUs and PSUs and prohibits option repricing without shareholder approval .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 165,237; less than 1% of outstanding |
| RSUs/Stock Awards Unvested (#) | 97,454; market value $1,316,604 (at $13.51 on 6/30/2025) |
| PSUs Unearned/Unvested (#) | 123,709; market value $1,671,309 (at target, $13.51) |
| FY2025 Vested Awards (shares/units) | 44,882 shares/units; $447,183 value realized |
| FY2025 RSU Cash Payouts | 18,108 cash-settled RSUs; $180,435 cash |
| Ownership Guidelines | CFO must maintain 2× base salary in equity |
| Guideline Compliance (May 2025) | CFO met ownership guideline; exceptions noted for Payne, Montalbano, Bustamante only |
| Hedging/Pledging | Prohibited; no holding in margin accounts or pledging Company securities |
| Clawback | Mandatory recoupment of erroneously awarded incentive-based compensation following restatements (3-year lookback) |
Notes:
- FY2025 vesting counts comprise service-based RSUs and PSUs; RSUs for retirement-eligible executives vest in full at one year and settle over 4 years, potentially creating continuing delivery/settlement-related supply over multiple years .
Employment Terms
| Provision | CFO Terms |
|---|---|
| General Severance | 1.5× base salary; protection window 24 months |
| Change-of-Control Severance | 2× (base + target bonus); protection window 24 months |
| Potential Payments – COC+Termination (as of 6/30/2025) | Salary severance $997,500; STIP severance $374,063; accelerated vesting value $2,943,451; total $4,315,014 |
| Potential Payments – Termination without Cause | Salary severance $748,125 |
| Retirement Acceleration Value | $1,856,666 (accelerated vesting value on retirement eligibility) |
| Death/Disability Acceleration Value | $2,943,451 |
| Forfeiture/Restrictive Covenants | Awards subject to clawback and potential reduction/forfeiture for violations including noncompete, confidentiality, nonsolicitation, etc. |
| Insider Trading | Amended May 6, 2025; trading prohibited with MNPI absent approved 10b5-1 plan |
Performance & Track Record
| Measure | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| TSR – Value of $100 Investment | 48.19 | 56.10 | 94.57 | 128.67 |
| Net Income/(Loss) ($000s) | (63,900) | (52,361) | (24,976) | (29,462) |
| Adjusted Operating Income/(Loss) ($000s) | (68,894) | (37,335) | (29,562) | (31,442) |
| PSU Cycle Result (FY2023–FY2025) | — | — | — | 109% of target; 55th percentile relative TSR |
Major compensation governance features: equity program emphasizes RSUs/PSUs; no option repricing without shareholder approval; minimum one-year vesting; clawback policy; anti-hedging/pledging; ownership guidelines (CFO 2× salary) with compliance reported .
Compensation Peer Group (PSU TSR peers; FY2025 awards)
- Archrock; Arcosa; Argan; Babcock & Wilcox; Concrete Pumping; Dycom; EMCOR; Granite Construction; Great Lakes Dredge & Dock; IES Holdings; KBR; Limbach; MasTec; Mistras Group; MYR Group; Newpark Resources; Northwest Pipe; NV5 Global; Orion Group; Primoris; Sterling Infrastructure .
Fixed vs Equity Mix (CFO, recent years)
| Component | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Stock Awards ($) | 504,107 | 1,039,996 | 731,501 |
| Short-Term Incentive Paid ($) | — | — | — |
| Observations | Equity is primary variable comp; STIP zero due to miss |
Director/Committee Interface (for governance context)
- Compensation Committee members: Carlin G. Conner (Chair), Jose L. Bustamante, Martha Z. Carnes, Liane K. Hinrichs .
- Consultant transition: market data formerly via Meridian, now via Pay Governance .
Related Policies and Shareholder Engagement
- Shareholder engagement: outreach to 10 top holders representing 35% of shares; met with 7 holders representing 29% of shares; Board Chair attended .
- 2020 Plan governance: no discounted options; minimum one-year vesting; limits per participant; no repricing without shareholder approval .
Investment Implications
- Pay-for-performance alignment: STIP paid zero in FY2025 due to failure to meet threshold adjusted operating income; LTI remains tied to relative TSR, with FY2023–FY2025 PSU cycle paying at 109% based on 55th percentile TSR, balancing internal performance weakness (negative adjusted operating income) with market-relative outcomes .
- Retention risk: CFO is retirement-eligible; RSUs vest at 1 year but settle over 4 years, providing ongoing delivery and alignment; severance protection (1.5× base) and COC economics (2× base+bonus) reduce voluntary departure risk but could accelerate vesting on certain exits .
- Insider selling pressure: FY2025 vesting and cash RSU settlement for CFO (44,882 units vested; $447,183 realized; $180,435 cash RSU payouts) plus continued four-tranche settlements may create periodic supply; anti-hedging/pledging mitigates misalignment risk .
- Ownership alignment: CFO beneficial ownership of 165,237 shares and compliance with 2× salary ownership guideline support alignment; pledging prohibited .
- Execution risk: Despite improving TSR profile, recurring GAAP losses and negative adjusted operating income indicate continued execution challenges, which are reflected in zero STIP payouts and performance focus in incentive design .