Martha Carnes
About Martha Z. Carnes
Independent director since July 2017 (age 65), Audit Committee Chair, and member of the Compensation and Nominating & Corporate Governance Committees. Carnes is a CPA with a 34‑year career at PwC, including Houston Office Managing Partner, U.S. Energy & Mining Leader, Risk Management Partner, and U.S. representative to PwC’s Global Communities Board; the Board has designated her an SEC “financial expert.” She is affirmed independent under NASDAQ, SEC and Board guidelines and met Board attendance expectations in FY2025 (Board met 12 times; all directors met ≥75% attendance threshold).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Assurance Partner; Houston Office Managing Partner; U.S. Energy & Mining Leader; Risk Management Partner; U.S. representative to PwC Global Communities Board | Retired June 2016 after 34 years | Deep financial reporting, risk, and energy-sector audit leadership; foundation for SEC “financial expert” designation |
External Roles
| Organization | Role | Committee/Leadership | Notes |
|---|---|---|---|
| Core Laboratories Inc. | Director; Lead Independent Director | Audit Committee Chair | Oil & gas services; governance leadership (LID + Audit Chair) |
| SunCoke Energy, Inc. | Director | Audit Committee Chair | Cokemaking/logistics; audit oversight |
| Ohio Valley Midstream LLC | Member Representative | — | Member‑managed LLC |
| Texas Children’s Hospital | Board of Trustees | — | Non-profit governance |
| Barbara Bush Houston Literacy Foundation | Board member | — | Non-profit governance |
| SunCoke Energy Partners GP LLC (2017–2019) | Director | Audit & Conflicts Committees | Prior public GP board role |
Board Governance
| Attribute | FY2025 Status | Evidence |
|---|---|---|
| Independence | Independent (affirmatively determined) | |
| Financial Expert | Designated SEC “financial expert” | |
| Board/Committee Seats | Board; Audit (Chair); Compensation (Member); Nominating & Corporate Governance (Member) | |
| Meetings & Attendance | Board met 12x; each director met ≥75% of Board+committee meetings | |
| Committee Meetings (FY2025) | Audit 4x; Compensation 7x; Nominating & Corporate Governance 4x | |
| Annual Meeting Attendance | 2024 Annual Meeting attended by all directors except Mr. Conner (implies attendance by Carnes) | |
| Executive Sessions | Held at least quarterly, chaired by independent Board Chair | |
| Ownership Guidelines | Non‑employee directors must hold 5× annual cash retainer; Carnes in compliance as of May 2025 | |
| Hedging/Pledging | Prohibited for directors; margin/pledge not allowed |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $85,000 | Standard non‑employee director retainer |
| Audit Committee Chair Fee | $15,000 | For Audit Chair role |
| Total Cash Fees (Carnes) | $100,000 | Paid in cash |
| Deferred Fee Plan | Available; 2025 interest rate 8.0% (JPM Prime basis); Carnes reported no excess deferral earnings |
Performance Compensation
| Element | Grant Detail | Vesting | Value |
|---|---|---|---|
| Annual Equity (RSUs) | 8,290 RSUs for FY2025 service | 1‑year vest | Grant date fair value $93,428 |
| Target Grant Policy | $95,000 annual RSU target | — | — |
| Unvested as of 6/30/2025 | 8,290 RSUs | — | — |
| Performance Metrics | None (service‑based RSUs for directors) | Time‑based only |
Director Compensation – YoY Mix (Carnes)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $100,000 | $100,000 |
| Stock Awards ($) | $83,826 | $93,428 |
| Total ($) | $183,826 | $193,428 |
Implication: Cash unchanged; equity grant policy constant at $95k target, with grant‑date valuation variability from share price averaging methodology. No use of deferral plan by Carnes in either year (no “excess” interest reported).
Other Directorships & Interlocks
| Company | Role | Committee | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| Core Laboratories Inc. | Lead Independent Director | Audit Chair | No MTRX‑disclosed related‑party transactions involving Carnes |
| SunCoke Energy, Inc. | Director | Audit Chair | No MTRX‑disclosed related‑party transactions involving Carnes |
| Ohio Valley Midstream LLC | Member Representative | — | No MTRX‑disclosed related‑party transactions involving Carnes |
MTRX’s related‑party disclosures in recent proxies highlight family employment involving another director (Mr. Miller) but do not identify any Carnes‑related transactions.
Expertise & Qualifications
- CPA; B.B.A. in Accounting, University of Texas at Austin
- Extensive financial oversight and reporting expertise; deep energy industry audit experience; PwC leadership across risk management and global governance; designated audit committee financial expert at MTRX
Equity Ownership
| Metric | 2019 | 2022 | 2024 | 2025 |
|---|---|---|---|---|
| Beneficial Ownership (shares) | 12,727 | 35,345 | 46,916 | 54,907 |
| Ownership % of Outstanding | <1% | <1% | <1% | <1% |
| Unvested Director RSUs (as of FYE) | — | — | 7,991 | 8,290 |
| Ownership Guideline Compliance | — | — | — | In compliance as of May 2025 |
| Hedging/Pledging | — | — | — | Prohibited by policy |
Notes: Director equity is service‑based; RSU counts reflect annual grant parameters and 20‑day price averaging methodology; unvested RSU figures shown are the standardized annual grant per director.
Governance Assessment
-
Positives
- Strong audit leadership: Audit Chair and SEC “financial expert”; leads oversight of auditor appointment, audit scope/fees, internal controls, and ESG disclosure controls; Audit Committee met 4x in FY2025.
- Independence and alignment: Affirmed independent; complies with stringent hedging/pledging prohibitions and 5× retainer ownership guideline; in compliance as of May 2025.
- Engagement: Board met 12x; directors met ≥75% attendance; executive sessions at least quarterly; Carnes attended 2024 annual meeting.
- Compensation structure: Director pay is balanced between cash ($100k for Carnes including chair fee) and time‑vested RSUs (~$95k target), supporting alignment without aggressive risk incentives.
-
Watch items
- Multi‑board workload: Concurrent Audit Chair roles at Core Laboratories and SunCoke plus MTRX Audit Chair concentrate responsibilities; continued monitoring of attendance/engagement remains prudent (no attendance shortfall disclosed).
- Deferred Fee Plan optics: Director deferrals accrue at a Board‑set rate (8.0% for 2025 tied to JPM Prime); Carnes reported no “excess” plan earnings in FY2025, but the plan terms can draw investor scrutiny in some contexts.
-
RED FLAGS
- None disclosed specific to Carnes: No related‑party transactions, independence concerns, hedging/pledging, or attendance issues noted.
Say‑on‑Pay & Shareholder Feedback (Context)
- 96% approval on 2024 say‑on‑pay; Board conducted outreach to top holders (contacted 35% of outstanding; met with 29%), with Board Chair attending, indicating responsiveness to governance feedback.