Matthew W. Morris
About Matthew W. Morris
Matthew W. Morris, age 54, has served as an independent director of Stabilis Solutions, Inc. since November 2, 2021. He is the former CEO of Stewart Information Services Corporation (2011–September 9, 2019) and currently serves on multiple public company boards; he holds a B.B.A. in organizational behavior and business policy from Southern Methodist University and an MBA (finance) from The University of Texas at Austin . The Board has determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stewart Information Services Corporation | Chief Executive Officer | 2011 – Sep 9, 2019 | Led corporate strategy and operations as CEO |
| Stewart Information Services Corporation / Stewart Title Co. / Stewart Title Guaranty Co. | Executive roles prior to CEO | Not disclosed | Senior operating and management responsibilities |
| Strategic litigation consulting firm | Director | Not disclosed | Focus on trial/settlement sciences, crisis management, communications strategy |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Cornerstone Strategic Value Fund, Inc. | Director | Since Nov 2017 | Audit; Nominating & Corporate Governance |
| Cornerstone Total Return Fund, Inc. | Director | Since Nov 2017 | Audit; Nominating & Corporate Governance |
| Stewart Information Services Corporation | Director | Current | Not disclosed |
| Lutroco, LLC (private) | Founder & CEO | Current | N/A |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member .
- Committee chairs: Audit Committee chaired by Peter C. Mitchell; Compensation Committee chaired by J. Casey Crenshaw .
- Independence: Board determined Morris is independent .
- Attendance: Board held 4 meetings in FY2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Lead Independent Director: None; Stabilis is a “Controlled Company” under NASDAQ rules (J. Casey and Stacey B. Crenshaw control a majority of voting power) and avails itself of exemptions from certain governance requirements .
Shareholder Voting Support – Director Elections
| Metric | 2024 Annual Meeting | 2025 Annual Meeting |
|---|---|---|
| Votes For (Morris) | 14,042,737 | 14,045,854 |
| Votes Withheld (Morris) | 203,364 | 141,811 |
| Broker Non-Votes | 1,108,976 | 1,573,080 |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Independent Director Annual Cash Retainer | $100,000 (cash) | $100,000 (cash) |
| Equity elected in lieu of cash (up to 50% option) | Not used (—) | Not used (—) |
Notes: Board policy allows paying up to 50% of the retainer in common stock with one-year vesting, at the Board’s discretion; independent directors in 2023–2024 were paid entirely in cash .
Performance Compensation
- Director equity awards: None disclosed for independent directors in 2023–2024; no RSUs, options, or PSUs granted to Morris in the director capacity .
| Incentive Metric (Company context) | Design/Target | 2023 Outcome | 2024 Outcome |
|---|---|---|---|
| Adjusted EBITDA (primary metric for executive AIP) | Executives could earn up to 150–200% of target based on financial and HSE/goals | Executives earned 119–137% of target; PEO award $740,974, PFO $186,726 | Executives earned ~90–110% of target; PFO award $122,472; PEO separated (no payout) |
Context: Performance metrics apply to executives; no director performance-linked compensation disclosed .
Other Directorships & Interlocks
| External Entity | Relationship to SLNG | Potential Conflict |
|---|---|---|
| Cornerstone funds | No disclosed transactions with SLNG | None disclosed |
| Stewart Information Services Corporation | No disclosed transactions with SLNG | None disclosed |
Controlled Company note: Related-party transactions exist with The Modern Group, tied to other directors/officers (leases and purchases), but none are attributed to Morris .
Expertise & Qualifications
- Former public-company CEO; current public-company director with Audit and Nominating/Governance committee experience .
- Finance-oriented MBA; B.B.A. in organizational behavior/business policy .
- Audit Committee financial expert designation: Board identifies Mitchell and Kuntz as “financial experts”; Morris is not designated as such .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 16,000 shares (less than 1%) |
| Shares outstanding (record date) | 18,596,301 (June 2, 2025) |
| Options/RSUs (director) | None disclosed for directors |
| Pledging/Hedging | Hedging, short sales, and derivatives prohibited by policy |
| Section 16 compliance | All required filings were in compliance for FY2024 |
Governance Assessment
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Strengths:
- Independent director with multi-board experience and service on both Audit and Compensation Committees; attended ≥75% of meetings and the annual meeting .
- Strong shareholder support in director elections across 2024 and 2025, and robust say-on-pay approval in 2024 (14,153,970 for; 91,594 against; 537 withheld; 1,108,976 broker non-votes) .
- Insider trading policy prohibits hedging/short sales/derivatives, supporting alignment .
-
Concerns/RED FLAGS:
- Controlled Company governance: Board does not have a lead independent director; Compensation Committee is chaired by the Executive Chairman (non-independent), which reduces independent oversight of pay decisions .
- Related-party transactions (leases and purchases) with entities affiliated with other directors/officers (The Modern Group); while these are reviewed by independent directors, they introduce potential conflicts at the Board level (not specifically involving Morris) .
-
Net view: Morris’ independence, committee roles, and consistent shareholder support are positives for board effectiveness and investor confidence. The broader controlled-company structure and related-party environment warrant continued monitoring, particularly the independence of compensation decisions and any expansion of related-party dealings .
Say-on-Pay and Frequency (2024)
| Item | Result |
|---|---|
| Say-on-Pay (Advisory Vote) | 14,153,970 For; 91,594 Against; 537 Withheld; 1,108,976 Broker Non-Votes |
| Frequency of Advisory Vote | 3 years: 13,334,091; 2 years: 171,615; 1 year: 733,551; Withheld: 6,844; Broker Non-Votes: 1,108,976 |