Nancy Austin
About Nancy Austin
Nancy E. Austin (age 58) is Chief Administrative Officer (CAO) of Matrix Service Company, serving in this role since October 2018 after prior leadership in Strategic Services & Administration and Human Resources; she joined Matrix in September 2000 and holds a B.S. in Political Science from Oklahoma State University . In FY2025, Matrix paid no short‑term incentives due to missing adjusted operating income thresholds, while long‑term PSUs for the FY2023–FY2025 cycle vested at 109% of target on relative TSR (55th percentile), highlighting alignment of equity pay with shareholder returns . Company performance context: FY2025 net loss of $(29.5) million and adjusted operating loss of $(31.4) million; cumulative TSR value rose to 128.67 in the pay‑versus‑performance framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Matrix Service Company | Vice President, Chief Administrative Officer | Oct 2018–present | Enterprise administration; executive comp program support to Comp Committee |
| Matrix Service Company | Vice President, Strategic Services & Administration | Aug 2016–Oct 2018 | Strategy and administrative leadership |
| Matrix Service Company | Vice President, Human Resources | Jan 2006–Aug 2016 | Talent, organization, HR policy leadership |
| Matrix Service Company | Director, Human Resources | Sep 2000–Jan 2006 | HR management and employee relations |
External Roles
| Organization | Role | Years |
|---|---|---|
| Oklahoma‑Kansas Chapter, American Red Cross | Board member | Current as disclosed |
| Girl Scouts of Eastern Oklahoma | Board Chair | Current as disclosed |
Fixed Compensation
FY2025 cash and fixed elements:
| Metric | FY2025 | Notes |
|---|---|---|
| Base salary paid ($) | 389,423 | Reflects 10 months at new rate and 2 months prior rate |
| Base salary rate ($) | 393,750 | +5.0% increase effective Sep 9, 2024 |
| Target bonus % of salary | 75% | Unchanged year‑over‑year per plan |
| Target bonus amount ($) | 295,313 | Based on base salary |
| Actual bonus paid ($) | 0 | Threshold AOI not met; plan not funded |
| Life & disability premiums ($) | 6,921 | Company‑paid GVUL and LTD |
| 401(k) match ($) | 14,175 | Safe harbor match |
Multi‑year summary compensation (cash + equity):
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2025 | 389,423 | 412,499 | — | 21,096 | 823,018 |
| 2024 | 375,000 | 586,453 | — | 20,249 | 981,702 |
| 2023 | 375,000 | 284,275 | — | 20,233 | 679,508 |
Performance Compensation
Long‑term incentive grant structure (FY2025 awards granted 8/27/2024):
| Grant Date | Instrument | Shares/Units (#) | Value per Share ($) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 8/27/2024 | Service‑based RSUs (stock‑settled) | 19,430 | 9.74 | 189,248 |
| 8/27/2024 | Service‑based RSUs (cash‑settled) | 19,430 | 9.74 | 189,248 |
| 8/27/2024 | PSUs (Target) | 19,430 | 11.49 | 223,251 |
| Total FY2025 LTI grant fair value | 412,499 |
FY2025 annual incentive metrics and outcomes:
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted Operating Income (Consolidated) | 85% | Threshold ≥50% of target; Target $14.7mm; Threshold $7.4mm | Below 50% threshold (not achieved) | 0% |
| Safety – TRIR (Consolidated) | 5% | ≤0.50 | 0.51 | 0% due to lack of financial funding |
| Safety – DART (Consolidated) | 5% | ≤0.25 | 0.21 | 0% due to lack of financial funding |
| Safety – QHSE Corrective Action Days (Consolidated) | 5% | ≤5 days | 3.1 days | 0% due to lack of financial funding |
| PSUs (FY2023–FY2025 cycle) – Relative TSR vs peer group | 50% of NEO LTI mix | 50th percentile = 100% payout | 55th percentile; 109% payout certified Aug 2025 | 109% |
FY2025 vesting activity (value realized upon vest):
| Instrument | Shares/Units Vested (#) | Value Realized ($) |
|---|---|---|
| Service‑based awards (RSUs: stock + cash) | 20,422 | 203,493 |
| Performance‑based awards (PSUs) | 4,887 | 48,674 |
| Total | 25,309 | 252,167 |
Equity Ownership & Alignment
Ownership, unvested equity, and governance alignment:
| Item | Detail |
|---|---|
| Beneficial ownership | 86,718 shares; less than 1% of outstanding |
| Unvested RSUs | 54,954 units; market value $742,429 at $13.51/share |
| Unearned PSUs (at target presentation) | 69,761 units; market value $942,471 at $13.51/share |
| Stock ownership guideline | All other executive officers: ≥1× base salary |
| Compliance status (May 2025) | Meets guideline (exceptions noted were Payne, Montalbano, Bustamante) |
| Hedging/pledging | Company policy prohibits hedging and pledging, including holding shares in margin accounts |
| Equity grant practice | Grants use 20‑day average price; single annual grant cycle in late August; no stock options currently granted |
Detailed vesting schedule (selected future RSU and PSU events for Nancy E. Austin):
| Type | Shares | Vest/Settle Date |
|---|---|---|
| RSU | 4,858 | 8/27/2025 |
| RSU | 6,966 | 8/29/2025 |
| RSU | 4,324 | 8/30/2025 |
| RSU | 5,154 | 8/30/2025 |
| PSU (FY2023 award earned 109%) | 22,471 | 8/30/2025 |
| RSU | 4,858 | 8/27/2026 |
| RSU | 6,964 | 8/29/2026 |
| RSU | 5,152 | 8/30/2026 |
| PSU (FY2024 target presentation) | 27,860 | 8/29/2026 |
| RSU | 4,858 | 8/27/2027 |
| RSU | 6,964 | 8/29/2027 |
| RSU | 4,856 | 8/27/2028 |
| PSU (FY2025 target presentation) | 19,430 | 8/27/2027 |
Note: RSUs vest in four equal annual installments; cash‑settled RSUs pay cash based on stock price at vesting; PSUs cliff‑vest on third anniversary subject to relative TSR performance .
Employment Terms
Severance and change‑of‑control economics (CAO‑specific):
| Scenario | Cash Severance | Bonus Severance | Equity Acceleration | Total |
|---|---|---|---|---|
| Change of Control + termination not for Cause (double trigger) | 1× base salary ($393,750) | 1× target bonus ($295,313) | $1,659,825 (RSUs/PSUs at target) | $2,348,888 |
| Termination by Company for reasons other than Cause (no CoC) | 1× base salary ($393,750) | — | — | $393,750 |
| Death or Disability | — | — | $1,659,825 (accelerated vesting) | $1,659,825 |
Key definitions and governance:
- Double trigger applies beginning with FY2021 awards: acceleration occurs upon CoC plus termination not for Cause or adverse event; or if successor does not assume/replace awards .
- “Good Reason” and “Cause” defined (material pay/location/role changes; misconduct) .
- Clawback policy (Aug 29, 2023): mandatory recovery of erroneously awarded incentive‑based comp for three prior fiscal years upon restatement .
- Insider trading policy amended May 6, 2025; prohibits trading with MNPI unless under approved 10b5‑1 plan .
Investment Implications
- Pay‑for‑performance alignment and gating: No FY2025 cash bonus due to missing AOI thresholds, while PSUs paid 109% on relative TSR—equity incentives are sensitive to shareholder returns and encourage long‑term value creation .
- Retention and alignment: Significant unvested RSUs/PSUs and annual August vesting cadence create multi‑year retention incentives; CAO meets ownership guidelines and is prohibited from hedging/pledging, strengthening alignment with shareholders .
- CoC economics and overhang: Double‑trigger structure limits one‑trigger windfalls; potential acceleration value (~$1.66M) creates standard change‑of‑control exposure without disclosed tax gross‑ups, consistent with governance best practices .
- Trading signals: Cash‑settled RSUs provide compensation without share issuance at vest, while stock‑settled RSUs/PSUs vest predominantly in late August—investors may monitor these windows for potential supply, though hedging/pledging is prohibited and vesting‑related sales are not disclosed here .
- Governance support: Strong say‑on‑pay support (96% in 2024) and independent consultant engagement (Meridian, then Pay Governance) suggest investor acceptance of program design; continued discipline around AOI and safety metrics should be monitored for future cash bonus funding .