Liane Hinrichs
About Liane K. Hinrichs
Liane K. Hinrichs, age 68, has served on Matrix Service Company’s board since June 2018 and is an independent director under NASDAQ, SEC and Board guidelines . She chairs the Nominating and Corporate Governance Committee and serves on the Audit, Compensation, and Strategy Committees; she previously served as SVP, General Counsel and Corporate Secretary at McDermott International (1999–2017), holds an LL.M. in Securities Regulation (Georgetown) and a J.D. (Tulane), and has been an independent arbitrator since 2021 . In fiscal 2025, she missed one of two Strategy Committee meetings but otherwise satisfied board and committee attendance expectations; she attended the 2024 Annual Meeting of Stockholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDermott International, Inc. | SVP, General Counsel & Corporate Secretary; earlier VP/Associate/Assistant GC and Corporate Secretary roles | 1999–2017 | Executive Committee member; led governance, ERM, compliance and international legal operations |
| New Orleans law firm (pre-McDermott) | Partner | Pre-1999 | Corporate/transactions background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent arbitrator | Arbitrator | 2021–present | Independent arbitrator since 2021 |
| Other public company boards | — | — | No current public company directorships disclosed for Ms. Hinrichs in the proxy |
Board Governance
- Independence and structure: Board has five independent members; Ms. Hinrichs is independent; key committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent; Board has an independent, non-executive Chair (John D. Chandler) .
- Attendance and engagement: Board met 12 times in fiscal 2025; Ms. Hinrichs missed 1 of 2 Strategy Committee meetings; she attended the 2024 Annual Meeting of Stockholders .
- Committee assignments (FY25) and meeting cadence:
- Audit (4 meetings) – Member
- Compensation (7 meetings) – Member
- Nominating & Corporate Governance (4 meetings) – Chair
- Strategy (2 meetings; formed Nov 2024) – Member .
- Executive sessions of independent directors are held at least quarterly .
- Stockholder engagement: Company engaged top holders (contacted holders representing 35% of outstanding shares; met with holders representing 29%); Board Chair attended each meeting .
Fixed Compensation (Non-Employee Director – Fiscal 2025)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $85,000 | |
| Committee chair fee (NCG) | $7,500 | |
| Total cash fees earned | $92,500 (85,000 + 7,500) | |
| Annual equity grant (RSUs) – target value | $95,000 target; granted as RSUs vesting 1 year | |
| RSUs awarded and grant-date fair value | 8,290 RSUs; $93,428 grant-date fair value | |
| Total FY25 director compensation | $185,928 (Cash $92,500; Stock $93,428) | |
| Deferred Fee Plan interest rate (2025) | 8.0% average for 2025 (Prime 8.0%; plan allows deferral of cash fees) |
Notes: RSU count based on 20-day average price methodology; fair value uses grant-date close; vest in one year for directors .
Performance Compensation
| Item | Director Plan Treatment | Evidence |
|---|---|---|
| Performance metrics (e.g., TSR, EBITDA) tied to director pay | None disclosed for directors; director RSUs are time-based only, vesting in one year | |
| Hedging and pledging | Prohibited for directors under Insider Trading Policy | |
| Clawback | Company has a clawback policy (primarily for officers) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Hinrichs in the proxy |
| Related-party or interlock risks | No Hinrichs-related transactions disclosed; the sole related-person item involved another director (J. H. Miller) due to his son’s promotion; Ms. Hinrichs not implicated |
Expertise & Qualifications
- Governance, ERM, compliance and international operations expertise from executive legal leadership at McDermott; boardroom experience and financial oversight skills cited by the company .
- Education: LL.M. (Securities Regulation) Georgetown University Law Center; J.D. Tulane School of Law .
Equity Ownership
| Metric | Value | Date/Notes |
|---|---|---|
| Beneficial ownership (proxy) | 48,012 shares | As of August 31, 2025 |
| Unvested RSUs (directors) | 8,290 RSUs (granted FY25) | Unvested as of June 30, 2025 per director grant |
| Form 4 grant | 7,986 RSUs granted (100% vest on first anniversary) | Transaction date Nov 4, 2025; RSU grant, not open-market purchase |
| Beneficial ownership after Form 4 | 64,288 shares (direct) | Reported on Nov 5, 2025 filing |
| Ownership guidelines | Non-employee directors: 5x annual cash retainer; as of May 2025, all non-employee directors met guidelines except Mr. Bustamante (Hinrichs not listed as exception) | |
| Hedging/pledging | Prohibited |
Director Compensation Structure Analysis
- Mix and alignment: Cash retainer plus time-based RSUs yields a roughly 50/50 cash-equity mix ($92.5k cash vs. $93.4k equity), aligning director incentives with shareholder value without performance-risk distortions common to executive pay .
- Governance of pay: Compensation Committee uses external independent consultants (Meridian replaced by Pay Governance in Feb 2025) and reviews peer practices; neither consultant provided other services; committee met without management present .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say-on-Pay: 96% of votes cast supported executive compensation .
- 2025 Annual Meeting (Nov 4, 2025): Say-on-Pay approved (For 20,132,922; Against 1,408,554; Abstentions 50,754; Broker non-votes 4,233,591), indicating continued shareholder support of compensation governance .
- Engagement: Outreach to top holders; Board Chair’s direct participation underscores responsiveness .
Risk Indicators & RED FLAGS
- Attendance: Ms. Hinrichs missed 1 of 2 Strategy Committee meetings in its inaugural year, a minor attendance shortfall specific to that committee; all other board/committee attendance expectations met .
- Conflicts/related-party: No related-party transactions disclosed for Ms. Hinrichs; company’s related-person policy routes approvals through the Audit Committee .
- Hedging/pledging: Prohibited, reducing alignment risk; clawback policy in place (primarily officer-focused) .
Governance Assessment
- Strengths: Independent director with deep governance, ERM, compliance, and international operating experience; chairs Nominating & Corporate Governance; sits on Audit and Compensation; meets stock ownership guidelines; compensation mix balanced and equity-based; no related-party issues disclosed .
- Watch items: Single committee-specific attendance miss (1 of 2 Strategy meetings) in FY25; continue monitoring attendance as Strategy Committee matures .
- Investor confidence signals: Strong say-on-pay approvals (2024 and 2025), active shareholder outreach with independent Chair engagement, and robust policies (independence, anti-hedging/pledging) support governance quality .