Shawn Payne
About Shawn Payne
Shawn P. Payne, age 53, is President, Engineering & Construction at Matrix Service Company, elevated on May 5, 2025 after serving as President of Matrix Service Inc. since September 2022; he joined Matrix in 2012 and previously held senior roles in operations and finance with Aker Solutions/Kvaerner and Jacobs. He holds a BSBA in Finance from the University of Arizona . Company performance context: FY25 revenues were $769.3m vs $728.2m in FY24 and $795.0m in FY23*, while net loss was $29.5m in FY25 vs $25.0m in FY24 and $52.4m in FY23*; CAP “Pay Versus Performance” shows Company TSR of 128.67 in FY25 vs 94.57 in FY24 and 56.10 in FY23, with FY25 PSUs vesting at 109% based on 55th percentile relative TSR * * * *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Matrix Service Company | President, Engineering & Construction | May 2025–present | Oversight of operating subsidiaries and client services; consolidation of E&C leadership |
| Matrix Service Inc. | President | Sep 2022–May 2025 | Led largest operating subsidiary; project execution and growth initiatives |
| Matrix Service Inc. | SVP, Operations | 2019–2022 | Operational leadership across projects and execution |
| Matrix Service Inc. | VP Business Services; SVP Finance & Business Services | 2016–2019 | Finance and business services leadership; process improvements |
| Matrix Service (Tucson Division) | Division Manager (Minerals & Mining entry) | 2012–2016 | Led entry into minerals/mining market |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jacobs Field Services | Director of Construction Operations | Not disclosed | Operational leadership in construction services |
| Aker Solutions Inc. | Vice President of Finance & Treasurer | Not disclosed | Corporate finance leadership |
| Aker Industrial Constructors Inc. | Chief Financial Officer & Treasurer | Not disclosed | Financial stewardship and controls |
Fixed Compensation
| Component | Detail | Effective Date | Amount |
|---|---|---|---|
| Base Salary | Increase of 5.0% from $439,000 to $460,950 | Sep 9, 2024 | $460,950 |
| Base Salary | Additional increase of 7.5% to reflect promotion | May 5, 2025 | $495,475 |
| Salary Earned (FY25) | Blended across rates (2 months at $495,475, 8 months at $460,950, 2 months prior rate) | FY25 | $459,868 |
| Target Bonus % (FY25) | Short-term incentive target as % of salary | FY25 | 75% |
| Target Bonus $ (FY25) | Target bonus dollar amount | FY25 | $350,028 |
| Actual Bonus Paid (FY25) | Threshold AOI not achieved; no payout | FY25 | $0 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Adjusted Operating Income (MSI) | 85% of STI (financial component, with 70% opco/30% consolidated for NEOs leading subsidiaries pre-5/5/25) | Threshold $17.2m; Target $34.4m | Did not exceed 50% of threshold | $0 | Pre-promotion weighting 70% MSI / 30% consolidated; after 5/5/25 consolidated-only |
| Adjusted Operating Income (Consolidated) | 85% of STI (financial) | Threshold $7.4m; Target $14.7m | Did not exceed 50% of threshold | $0 | Financial payout requires ≥50% of target AOI; not met |
| Safety – TRIR | 5% of total STI (one-third of safety 15%) | ≤0.50 | Consolidated 0.51; MSI 0.63; MNAC 0.48 | $0 | Safety could pay despite financials only if AOI funds; no payout due to operating loss |
| Safety – DART | 5% of total STI | ≤0.25 | Consolidated 0.21; MSI 0.35; MNAC 0.00 | $0 | Same funding constraint |
| Safety – QHSE Corrective Action Completion | 5% of total STI | ≤5 days avg | Consolidated 3.1 days; MSI 2.0; MNAC 10.5; Matrix PDM 6.4 | $0 | Same funding constraint |
| FY23–FY25 PSUs (Relative TSR) | 50% of LTI for NEOs | Target 50th percentile | 55th percentile achieved | 109% of target | Cliff vested Aug 30, 2025 based on relative TSR |
FY2025 Long-Term Incentive Grant (8/27/2024)
| Instrument | Grant Date | Units | Value per Share | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| RSUs (stock-settled) + RSUs (cash-settled) | 8/27/2024 | 22,746 | $9.74 | $221,546 | Service-based; four equal annual installments from 1st anniversary; retirement provisions detailed |
| PSUs (relative TSR – target units) | 8/27/2024 | 22,746 | $11.49 | $261,352 | Cliff vest in 3 years; 0–2x shares based on TSR vs peer group |
| Total FY2025 LTI Grant | 8/27/2024 | — | — | $482,898 | 50% PSUs; 25% stock RSUs; 25% cash RSUs |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 49,963 shares; <1% of outstanding |
| Vested vs Unvested | Unvested stock awards: 61,502 units ($830,892); unearned PSUs: 79,928 units ($1,079,827) at $13.51 close on 6/30/2025 |
| Vesting Schedule (selected) | RSUs: 5,688 (8/27/2025), 8,154 (8/29/2025), 3,026 and 5,634 (8/30/2025); continuing annually through 2028. PSUs: 24,567 (8/30/2025), 32,615 (8/29/2026), 22,746 (8/27/2027) representing FY23, FY24, FY25 awards respectively at target basis |
| Ownership Guidelines | Presidents of operating subsidiaries: 2x base salary; as of May 2025, Payne not yet in compliance due to recent promotion; evaluation biannually |
| Hedging/Pledging | Hedging and pledging prohibited for directors, NEOs, employees; margin accounts disallowed |
| Insider Trading Policy | Amended May 6, 2025; trading prohibited when in possession of MNPI unless under approved 10b5-1 plan |
| 2025 Vesting Activity | Stock awards vested: 23,019 units valued at $229,299; comprised of 9,799 stock RSUs, 9,799 cash RSUs (cash payout $97,613), and 3,421 stock PSUs |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (no Change of Control) | 1.5x base salary for President, Engineering & Construction; payable within 60 days, subject to release |
| Change of Control Protection | Double-trigger; window 24 months post-CoC; if terminated without Cause or for Good Reason, 2x (base + target bonus); accelerated vesting per award agreements if double-trigger met or awards not assumed |
| Good Reason / Cause | Defined (material pay/location/job scope changes; failure to assume plan; Cause includes theft, willful neglect, felony, policy violations) |
| Estimated Payments (as of 6/30/2025) | CoC + termination: Salary severance $990,950; STI severance $371,606; acceleration value $1,883,308; total $3,245,864. Termination without Cause (no CoC): salary severance $743,213. Retirement eligibility: not eligible at 6/30/2025 |
| Clawback | Mandatory recoupment of erroneously awarded incentive-based compensation for three completed fiscal years preceding an accounting restatement |
| Perquisites/Benefits | Executive life and disability insurance; FY25 premiums for Payne $5,810; 401(k) match $14,399; no SERP or deferred comp plans for executives beyond 401(k) |
Company Performance Context (for pay-for-performance analysis)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $795.0m * | $728.2m * | $769.3m * |
| EBITDA ($USD) | $(23.7)m* | $(18.6)m* | $(21.5)m* |
| Net Income - (IS) ($USD) | $(52.4)m * | $(25.0)m* | $(29.5)m * |
Values retrieved from S&P Global.
Notes: EBITDA and some Net Income/Revenue entries include S&P Global values where proxy citations are not present. Asterisks indicate S&P Global sourced values.
Pay Versus Performance (reference): Company TSR values were 56.10 (FY23), 94.57 (FY24), and 128.67 (FY25) based on fixed $100 investment methodology; PSUs linked to relative TSR vested at 109% for FY23–FY25 performance period .
Investment Implications
- Alignment: 2025 STI paid $0 despite safety target attainment, reflecting strict financial gate; LTI dominated by PSUs (50%) tied to relative TSR, with FY23–FY25 PSUs paying at 109%—a balanced alignment of pay to shareholder outcomes .
- Retention and selling pressure: Significant unvested RSUs (61.5k units) and target PSUs (79.9k units) create retention hooks; mix includes cash-settled RSUs (no dilution, cash outflows) and stock-settled RSUs, with potential share withholding for taxes; hedging/pledging prohibited, reducing misalignment risk .
- Ownership: Beneficial ownership at 49,963 shares (<1%) and not yet at 2x salary guideline post-promotion; expect natural progression via annual grants and vesting toward compliance; monitor biannual checks .
- Change-of-control economics: Double-trigger CoC with 2x base+target bonus and accelerated vesting; estimated CoC package of ~$3.25m suggests moderate protections without tax gross-ups; governance mitigants include clawback policy .
- Execution risk: Company net losses persisted in FY23–FY25 and negative EBITDA, though TSR improved; incentive design pivots focus to AOI and safety execution at the subsidiary level, indicating emphasis on operational turnaround under Payne’s E&C leadership* .
Monitoring priorities: Form 4 activity for Payne (10b5-1 adoption, net share dispositions), RSU settlement cadence, and TSR-relative PSU trajectory. Additionally, track progress against ownership guideline and consolidated AOI gating improvements for potential STI restoration.