Document
PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.             )
Filed by the Registrant  ☒             Filed by a Party other than the Registrant ☐
Check the appropriate box:
 
Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-(e)(2)
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Under §240.14a-12
 
Matrix Service Company
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box): 
No fee required.
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
(2)
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(3)
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(4)
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Total fee paid:
Fee paid previously with preliminary materials.
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=11786608&doc=2
MATRIX SERVICE COMPANY
5100 East Skelly Drive, Suite 500
Tulsa, Oklahoma 74135

Dear Stockholders of Matrix Service Company:
You are cordially invited to attend the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Matrix Service Company (the “Company” or “Matrix”) to be held at , , , on the day of , 2017, at , Central Time. Stockholders of record of Matrix at the close of business on , 2017 are entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof. Details of the business to be conducted at the Annual Meeting are given in the accompanying Notice of Annual Meeting and 2017 proxy statement. This proxy statement was first sent to stockholders on or about .
Your vote will be especially important at this year’s Annual Meeting. Engine Capital, L.P. (“Engine Capital”) has notified the Company that Engine Capital intends to nominate certain individuals for election as directors at the Annual Meeting in opposition to the nominees recommended by the Board of Directors of Matrix (the “Board”). You may receive proxy solicitation materials from Engine Capital, including a proxy statement and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to Engine Capital or the nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Engine Capital or any other statements that Engine Capital or its representatives have made or may otherwise make.
Your Board unanimously recommends that you vote FOR the election of each of Martha Z. Carnes, John D. Chandler, John W. Gibson, John R. Hewitt, Tom E. Maxwell, James H. Miller, and Jim W. Mogg, the nominees proposed by your Board. Your Board, including all of its independent directors, strongly urges you NOT to sign or return any proxy card sent to you by or on behalf of Engine Capital. If you have previously submitted a [color] proxy card sent to you by or on behalf of Engine Capital, you can revoke that proxy and vote for your Board’s nominees and on the other matters to be voted on at the Annual Meeting by using the enclosed WHITE proxy card or voting by Internet, telephone or mail.
It is very important that your shares be represented at the Annual Meeting. Whether or not you plan to attend, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone, or by mailing a proxy or voting instruction form. Returning the proxy or voting by Internet or telephone does not deprive you of your right to attend the Annual Meeting and to vote your shares in person.
We look forward to seeing you at the Annual Meeting. Your vote and participation, no matter how many or how few shares you own, are very important to us.
Sincerely,
 
Michael J. Hall Chairman of the Board







PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


MATRIX SERVICE COMPANY
NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Matrix Service Company:
You are invited to attend the Annual Meeting of the Stockholders (the “Annual Meeting”) of Matrix Service Company, a Delaware corporation (the “Company” or “Matrix”), which is scheduled to be held at , , , on the day of , 2017, at , Central Time, for the following purposes:
1.
To elect seven director nominees to serve as members of the Board of Directors of the Company (the "Board") until the 2018 Annual Meeting of Stockholders or until their successors have been elected and qualified;
2.
To consider and act upon a proposal to ratify the engagement of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2018;
3.
To conduct an advisory vote on executive compensation;
4.
To conduct an advisory vote regarding the frequency for which stockholders will have an advisory vote to approve the compensation paid to certain executive officers; and
5.
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
The Board has fixed the close of business on , 2017 as the record date for the meeting (the “Record Date”), and only holders of the Company’s common stock at such time are entitled to notice of and to vote at the meeting. Such stockholders are urged to complete and submit the enclosed WHITE proxy card, even if your shares were sold after such date. If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e., your shares are held in “street name”), you will receive a voting instruction form from the holder of record. You must provide voting instructions by filling out the voting instruction form in order for your shares to be voted. We recommend that you instruct your broker or other nominee to vote your shares on the enclosed WHITE proxy card. A list of our stockholders as of the close of business on the Record Date will be available for inspection during business hours for ten days prior to the Annual Meeting at our principal executive offices located at 5100 East Skelly Drive, Suite 500, Tulsa, Oklahoma 74135.
Your vote will be especially important at the Annual Meeting. Engine Capital, L.P. (“Engine Capital”) has notified us that it intends to nominate two individuals for election as directors to the Board at the Annual Meeting in opposition to the nominees recommended by the Board. You may receive proxy solicitation materials from Engine Capital, including a proxy statement and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to Engine Capital or the nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Engine Capital or any other statements that Engine Capital or its representatives have made or may otherwise make.
The Board strongly and unanimously recommends that you vote on the WHITE proxy card or voting instruction form FOR the election of each nominee proposed by the Board and in accordance with the Board’s recommendations on the other proposals. The Board does NOT endorse Engine Capital’s nominees and strongly and unanimously recommends that you NOT sign or return any proxy card sent to you by Engine Capital. If you have voted using the proxy card sent to you by Engine Capital, you can subsequently revoke your vote by using the WHITE proxy card to vote. If you hold your shares in street name, you may submit new voting instructions by contacting your broker or other nominee. You may also vote in person at the Annual Meeting. Only your latest-dated vote will count: any prior vote may be revoked at any time prior to the Annual Meeting as described in the accompanying proxy statement.
The nominees of the Board for election as directors of the Company are listed in the accompanying proxy statement and WHITE proxy card. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE FOLLOW THE INSTRUCTIONS ON THE ENCLOSED WHITE PROXY CARD AND PROMPTLY SUBMIT YOUR PROXY BY TELEPHONE, INTERNET OR MAIL AS DESCRIBED ON THE WHITE PROXY CARD. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU VOTE USING THE ENCLOSED WHITE PROXY CARD PRIOR TO THE ANNUAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED. EVEN IF YOU VOTE YOUR SHARES PRIOR TO THE ANNUAL MEETING, IF YOU ARE A RECORD HOLDER OF SHARES, OR A BENEFICIAL HOLDER WHO OBTAINS A “LEGAL” PROXY FROM YOUR BROKER, BANK, TRUSTEE, OR NOMINEE, YOU STILL MAY ATTEND THE ANNUAL MEETING AND VOTE YOUR SHARES IN PERSON.


PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


Innisfree M&A Incorporated (“Innisfree”) is assisting us with our effort to solicit proxies. If you have any questions or require assistance in authorizing a proxy or voting your shares of common stock, please contact Innisfree at (888) 750-5834 (toll free for stockholders) or (212) 750-5833 (call collect for banks and brokers). We are not aware of any other business, or any other nominees for election as directors, that may properly be brought before the Annual Meeting.
Regardless of the number of shares of common stock of the Company that you own, your vote will be important. Thank you for your continued support, interest and investment in Matrix Service Company.

 
 
 
 
By Order of the Board
 
 
 
Kevin S. Cavanah
Secretary
, 2017
Tulsa, Oklahoma
 



PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


 MATRIX SERVICE COMPANY
5100 East Skelly Drive, Suite 500
Tulsa, Oklahoma 74135
PROXY STATEMENT - TABLE OF CONTENTS
 
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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


MATRIX SERVICE COMPANY
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
To Be Held on , 2017

This proxy statement, along with a WHITE proxy card and our 2017 Annual Report, is first being mailed to stockholders on or about , 2017
SOLICITATION AND REVOCATION OF PROXIES
The accompanying proxy is solicited by the Board of Directors (the “Board”) of Matrix Service Company (“Matrix”, the “Company”, “we”, “our” or “us”) for use at the 2017 Annual Meeting of Stockholders (the “Annual Meeting”), which is scheduled to be held at , Central Time on , 2017, and at any adjournment or postponement thereof for the purposes set forth in the accompanying Notice of 2017 Annual Meeting of Stockholders. The Annual Meeting is scheduled to be held at . This proxy statement and accompanying WHITE proxy card were first sent on or about , 2017 to stockholders of record on , 2017. The annual report of the Company on Form 10-K for the fiscal year ended June 30, 2017 accompanies this proxy statement. As of , 2017, shares of our common stock, $0.01 par value per share, were issued and outstanding. Stockholders are entitled to one vote for each share of common stock held as of the close of business on , 2017, the record date for the Annual Meeting (the “Record Date”).
If the accompanying WHITE proxy card is properly executed and returned or a stockholder votes his or her proxy by Internet or telephone, the shares represented by the proxy will be voted at the Annual Meeting in accordance with the directions noted thereon or, if no direction is indicated, those shares will be voted FOR each of the Board's nominees in respect of Proposal 1, FOR Proposals 2 and 3 and FOR "1 Year" in respect of Proposal 4. In addition, the proxy confers authority on the persons named in the WHITE proxy card to vote, in their discretion, on any other matters properly presented at the Annual Meeting. The Board is not currently aware of any other such matters. Any stockholder who has given a proxy, whether by mail, Internet or telephone, has the power to revoke it at any time before it is voted by executing a subsequent proxy and sending it to Kevin S. Cavanah, Secretary, Matrix Service Company, 5100 East Skelly Drive, Suite 500, Tulsa, Oklahoma, 74135, or by a later dated vote by Internet or by telephone. The proxy also may be revoked if the stockholder is present at the meeting and elects to vote in person.




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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Why am I receiving this Proxy Statement?
The Board is soliciting your proxy to vote at our Annual Meeting because you owned shares of our common stock at the close of business on , 2017, the Record Date, and therefore, are entitled to vote at the Annual Meeting. At the Annual Meeting, the Company asks you to vote on five proposals:
Proposal 1: To elect seven director nominees to serve as members of the Board until the 2018 Annual Meeting of Stockholders or until their successors have been elected and qualified;
Proposal 2: To consider and act upon a proposal to ratify the engagement of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2018;
Proposal 3: To conduct an advisory vote on executive compensation;
Proposal 4: To conduct an advisory vote regarding the frequency for which stockholders will have an advisory vote to approve the compensation paid to certain executive officers; and
Proposal 5: To transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
THE BOARD UNANIMOUSLY RECOMMENDS VOTING
FOR THE ELECTION OF EACH OF THE BOARD’S NOMINEES ON PROPOSAL 1, FOR PROPOSALS 2 AND 3, AND
FOR “1 YEAR” WITH RESPECT TO PROPOSAL 4 USING THE ENCLOSED WHITE PROXY CARD.

THE BOARD URGES YOU NOT TO SIGN, RETURN OR VOTE ANY PROXY CARD SENT TO YOU
BY ENGINE CAPITAL, L.P. (“ENGINE CAPITAL”), EVEN AS A PROTEST VOTE, AS ONLY YOUR LATEST DATED PROXY CARD WILL BE COUNTED.
When will the Annual Meeting be held?
The Annual Meeting is scheduled to be held at , on , , 2017, at .
Who is soliciting my vote?
The Board, on behalf of the Company, is soliciting your proxy to vote your shares of our common stock on all matters scheduled to come before the Annual Meeting, whether or not you attend in person. By completing, signing, dating and returning the WHITE proxy card or voting instruction form, or by submitting your proxy and voting instructions by telephone or via the Internet, you are authorizing the persons named as proxies to vote your shares of our common stock at the Annual Meeting as you have instructed. Proxies will be solicited on behalf of the Board by the Company’s directors, director nominees and certain executive officers and other employees of the Company. Such persons are listed in Appendix A to this proxy statement.
Additionally, the Company has retained Innisfree M&A Incorporated (“Innisfree”), a proxy solicitation firm, which may solicit proxies on the Board’s behalf. You may also be solicited by advertisements in periodicals, press releases issued by us and postings on our corporate website or other websites. Unless expressly indicated otherwise, information contained on our corporate website is not part of this proxy statement. In addition, none of the information on the other websites, if any, listed in this proxy statement is part of this proxy statement.
Engine Capital has notified us of its intention to nominate two individuals for election at the Annual Meeting in opposition to the nominees proposed by our Board. Engine Capital’s nominees have NOT been endorsed by our Board. You may receive proxy solicitation materials from Engine Capital, including a proxy statement and proxy cards. The Board recommends that you disregard them. We are not responsible for the accuracy of any information provided by or relating to Engine Capital or the nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Engine Capital or any other statements that Engine Capital or its representatives have made or may otherwise make.

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


How does the Board recommend that I vote?
The Board unanimously recommends that you vote by proxy using the WHITE proxy card with respect to the proposals, as follows:
FOR the election of all seven Board nominees set forth on the WHITE proxy card;

FOR the ratification of the engagement of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal 2018;

FOR the approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in this proxy statement; and

FOR the approval, on an advisory basis, of conducting an advisory vote on our executive compensation at the frequency of every “1 YEAR.”
Why is the Board making such recommendations?
We describe each proposal and the Board’s reason for its recommendation with respect to each proposal elsewhere in this proxy statement.
You are receiving this proxy statement as a stockholder of the Company as of , 2017, the Record Date for purposes of determining the stockholders entitled to receive notice of and vote at the Annual Meeting. As further described below, we request that you promptly use the enclosed WHITE proxy card to vote, by Internet, by telephone or by mail, in the event you desire to express your support of or opposition to (or with respect to Proposal 4, your election on) the proposals.
Are there any other matters to be acted upon at the Annual Meeting?
We do not expect any matters to be presented for action at the Annual Meeting other than the matters described in this proxy statement. However, by signing, dating and returning a WHITE proxy card or submitting your proxy or voting instructions by telephone or via the Internet, you will give to the persons named as proxies discretionary voting authority with respect to any matter that may properly come before the Annual Meeting, and of which we did not have notice at least 45 days before the anniversary date on which we first sent our proxy materials for our 2016 Annual Meeting of Stockholders or by August 13, 2017, which is the date specified by the advance notice provisions set forth in our Second Amended and Restated Bylaws (as amended, the “Bylaws”), and such persons named as proxies intend to vote on any such other matter in accordance with their best judgment.
Who can vote?
Holders of our common stock at the close of business on , the Record Date, may vote at the Annual Meeting.
As of , 2017, there were shares of our common stock outstanding, each entitled to one vote.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
If your shares are registered in your name on the books and records of our transfer agent, you are a “stockholder of record.” The Company sent the proxy materials directly to you.
If your shares are held for you in the name of your bank, broker, trustee or other nominee, your shares are held in “street name” and you are considered the “beneficial owner.” The proxy materials have been forwarded to you by your bank, broker, trustee or other nominee, who is considered, with respect to those shares, the record holder. As the beneficial owner, you have the right to direct your bank, broker, trustee or other nominee on how to vote your shares by using the voting instruction form provided by your nominee.
Who can attend the Annual Meeting?
Admission to the Annual Meeting is limited to stockholders and their duly appointed proxy holders as of the close of business on the Record Date with proof of ownership of our common stock, as well as valid government-issued photo identification, such as a valid driver’s license or passport. If your shares are held in “street name” and you plan to attend the Annual Meeting, you must present proof of your ownership of our common stock, such as a bank or brokerage account statement, as well as valid government-issued photo identification to be admitted to the Annual Meeting. Any holder of a proxy from a stockholder must present the proxy card, properly executed, and a copy of proof of ownership as well as valid government-issued photo identification.

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


We will be unable to admit anyone who does not present identification or refuses to comply with our rules of conduct for the Annual Meeting. These rules provide, among other things, that no cameras, recording equipment, electronic devices, large bags or packages will be permitted at the Annual Meeting. You are encouraged to submit a proxy to have your shares voted regardless of whether or not you plan to attend the Annual Meeting.
Your vote is very important. Please submit your WHITE proxy card even if you plan to attend the Annual Meeting.
How do I vote if I am a stockholder of record?
You can vote by attending the Annual Meeting and voting in person, or you can vote by proxy. If you are the stockholder of record of your shares, you can vote in the following four ways:
By Internet: You may vote by submitting a proxy over the Internet. Please refer to the WHITE proxy card provided to you by your broker for instructions on how to vote by Internet. If you submit your voting instructions by Internet, you do not need to mail your WHITE proxy card.
By Telephone: You may vote by submitting a proxy by telephone by calling the toll-free telephone number on the WHITE proxy card or voting instruction form and following the instructions. If you submit your voting instructions via telephone, you do not need to mail your WHITE proxy card.
By Mail: You may vote by submitting a proxy by mail by marking, dating, signing and returning the WHITE proxy card in the postage-paid envelope.
In Person at the Annual Meeting: If you attend the Annual Meeting, you may deliver your completed WHITE proxy card in person or you may vote by completing a ballot, which we will provide to you at the Annual Meeting. You are encouraged to complete, sign and date the WHITE proxy card and mail it in the enclosed postage pre-paid envelope regardless of whether or not you plan to attend the Annual Meeting.
If you have any questions or require assistance in submitting a proxy for your shares, please call the Company’s proxy solicitor, Innisfree, at (888) 750-5834 (toll free for stockholders) or (212) 750-5833 (call collect for banks and brokers).
How do I vote if my shares are held in “street name”?
If your shares of our common stock are held in a stock brokerage account by a bank, broker, trustee or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your bank, broker, trustee or other nominee that is considered the stockholder of record of those shares. As the beneficial owner, you have the right to direct your bank, broker, trustee or other nominee on how to vote your shares of our common stock via the Internet or by telephone, if the bank, broker, trustee or other nominee offers these options or by completing, signing, dating and returning a voting instruction form. Your bank, broker, trustee or other nominee will send you instructions on how to submit your voting instructions for your shares of common stock. If you wish to vote in person at the Annual Meeting, you must obtain a signed proxy from your bank, broker, trustee or other nominee who holds the shares on your behalf in order to cast your vote.
If you do not provide voting instructions to your bank, broker, trustee or other nominee holding shares of common stock for you, your shares will not be voted with respect to any proposal, as we do not believe any of the proposals qualify for discretionary voting treatment by a broker. We therefore encourage you to provide voting instructions on a provided voting instruction form to the bank, broker, trustee or other nominee that holds your shares by carefully following the instructions provided in their notice to you.
How many votes do I have?
Stockholders are entitled to one vote per proposal for each share of our common stock held as of the close of business on the Record Date. All votes will be tabulated by an independent inspector of election appointed by the Company for the Annual Meeting, who will separately tabulate affirmative and negative votes and abstentions in accordance with Delaware law.

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


How will my shares of common stock be voted?
The shares of our common stock represented by any proxy card which is properly executed and received by the Company prior to or at the Annual Meeting will be voted in accordance with the specifications you make thereon. Where a choice has been specified on the WHITE proxy card with respect to the proposals, the shares represented by the WHITE proxy card will be voted in accordance with the specifications. If you return a validly executed WHITE proxy card without indicating how your shares should be voted on a matter and you do not revoke your proxy, your proxy will be voted: FOR the election of the seven director nominees as set forth on the WHITE proxy card (Proposal 1); FOR the ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for fiscal 2018 (Proposal 2); FOR the approval, on an advisory basis, of the compensation of the Company’s Named Executive Officers as disclosed in this proxy statement (Proposal 3); and FOR the approval, on an advisory basis, of conducting an advisory vote on our executive compensation at the frequency of every "1 year" (Proposal 4).
What vote is required with respect to the proposals?
The election of directors to our Board requires approval of a plurality of the votes cast at the Annual Meeting. This means that the director nominees receiving the highest numbers of “for” votes of the shares entitled to be voted for them, up to the number of directors to be elected by such shares, will be elected. As a result, the seven director nominees receiving the most “for” votes at the Annual Meeting will be elected. The enclosed WHITE proxy card enables a stockholder to vote “FOR” or “WITHHOLD” from voting as to each person nominated by the Board. Proposals 2 and 3 will be decided by the affirmative vote of a majority of the issued and outstanding shares of common stock present in person or represented by proxy at the Annual Meeting. With respect to Proposal 4, the option of one year, two years or three years that receives the greatest number of affirmative votes will be considered to be the preferred option of stockholders.
What happens if I do not submit voting instructions for a proposal? What is discretionary voting? What is a broker non-vote?
If you properly complete, sign, date and return a WHITE proxy card or voting instruction form, your shares of common stock will be voted as you specify. If you are a stockholder of record and you sign and return a WHITE proxy card, but make no specifications on such proxy card, your shares of common stock will be voted in accordance with the recommendations of our Board, as provided above. If you are a beneficial owner and you do not provide voting instructions to your bank, broker, trustee or other nominee holding shares of common stock for you, your shares of common stock will not be voted with respect to any proposal for which the stockholder of record does not have discretionary authority to vote. If a proposal is determined to be discretionary, your bank, broker, trustee or other nominee is permitted to vote on the proposal without receiving voting instructions from you. If a proposal is determined to be non-discretionary, your bank, broker, trustee or other nominee is not permitted to vote on the proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker, trustee or other nominee holding shares for a beneficial owner returns a valid proxy, but does not vote on a particular proposal because it does not have discretionary authority to vote on the matter and has not received voting instructions from the stockholder for whom it is holding shares.
To the extent that Engine Capital provides a proxy card to stockholders in street name, none of the proposals at the Annual Meeting are considered a discretionary matter. As a result, if you are a beneficial owner, then we encourage you to provide voting instructions to the bank, broker, trustee or other nominee that holds your shares by carefully following the instructions provided in their notice to you.
What is the effect of abstentions and broker non-votes on voting?
Abstentions and broker “non-votes” will be counted for purposes of establishing a quorum. Abstention may be specified on all proposals, except the election of directors (Proposal 1). Abstention on Proposals 2 and 3 will have the same effect as a vote against such proposals. Abstention on Proposal 4 will have no effect on the frequency preferred by our stockholders.
A “broker non-vote” occurs when a bank, broker, trustee or other nominee holding shares for a beneficial owner returns a valid proxy, but does not vote on a particular proposal because it does not have discretionary authority to vote on the matter and has not received voting instructions from the stockholder for whom it is holding shares. We do not anticipate any of the proposals presented at the Annual Meeting will allow nominees to exercise discretionary voting power. Broker non-votes are not counted in the tabulations of the votes cast or present at the Annual Meeting and entitled to vote on any of the proposals and, therefore, will have no effect on the outcome of the proposals.

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


If I have already voted by proxy against the proposals, can I still change my mind?
Yes. If you are a stockholder of record, you can revoke your proxy before it is counted by (1) sending written notice of revocation that is dated later than the date of your proxy to Kevin S. Cavanah, Secretary, Matrix Service Company, 5100 East Skelly Drive, Suite 500, Tulsa, Oklahoma, 74135, (2) timely delivering or submitting a valid, later-dated proxy that we receive no later than the conclusion of voting at the Annual Meeting, or (3) if you are present at the Annual Meeting and either vote in person or notify the corporate secretary in writing at the Annual Meeting of your wish to revoke your proxy. Your attendance alone at the Annual Meeting will not be enough to revoke your proxy.
If you have previously submitted a proxy card sent to you by Engine Capital, you may change your vote by completing and returning the enclosed WHITE proxy card in the accompanying postage-paid envelope or by voting by telephone or via the Internet by following the instructions on your WHITE proxy card. Submitting a proxy card sent to you by Engine Capital will revoke votes you have previously made via the Company’s WHITE proxy card.
If you are a beneficial owner of shares of common stock, you may submit new voting instructions by contacting your bank, broker or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy from your bank, broker or other nominee which holds your shares in street name.
What constitutes a quorum?
The holders of a majority of the issued and outstanding shares of common stock, present in person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting. Votes withheld, abstentions and broker non-votes will be counted as present for purposes of determining the presence or absence of a quorum for this meeting. In the absence of a quorum, the Annual Meeting may be adjourned from time to time, without notice other than announcement at the meeting.
Has the Company received notice from one or more stockholders that they are intending to nominate director candidates at the Annual Meeting?
Yes. Engine Capital has delivered notice to the Company of its intention to nominate two director candidates for election to the Board at the Annual Meeting to serve a one-year term until their successors are elected and qualified, and has indicated that it, its nominees and certain of its affiliates beneficially owned in the aggregate 447,866 shares of our common stock as of the notice date, representing approximately 1.7% of the shares of our outstanding common stock.
What does it mean if I receive more than one set of proxy materials?
Since Engine Capital has submitted alternative director nominees to the Board in opposition to the nominees proposed by our Board, we may conduct multiple mailings prior to the Annual Meeting to ensure stockholders have our latest proxy information and materials to vote. In that event, we will send you a new WHITE proxy card or voting instruction form with each mailing, regardless of whether you have previously voted. You may also receive multiple sets of proxy materials, including multiple WHITE proxy cards, if you hold shares in more than one account-please vote the WHITE proxy card for every account you own. The latest dated proxy you submit will be counted, and IF YOU WISH TO VOTE AS RECOMMENDED BY THE BOARD, THEN YOU SHOULD ONLY SUBMIT WHITE PROXY CARDS.
What should I do if I receive a proxy card from Engine Capital?
Engine Capital has proposed two director nominees for election at the Annual Meeting in opposition to the nominees proposed by our Board. We expect that you may receive proxy solicitation materials from Engine Capital, including an opposition proxy statement and proxy card. The Board strongly urges you NOT to sign or return any proxy cards or voting instruction forms that you may receive from Engine Capital. We are not responsible for the accuracy of any information provided by or relating to Engine Capital or its nominees contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Engine Capital or any other statements that Engine Capital or its representatives have made or may otherwise make. If you do vote “Withhold” on Engine Capital’s nominees using the proxy card sent to you by Engine Capital, then your vote will not be counted as a vote for any of the director nominees recommended by our Board, but will result in the revocation of any previous vote you may have cast on the WHITE proxy card. However, if you wish to vote pursuant to the recommendation of our Board, then you should disregard any proxy card that you receive other than the WHITE proxy card. If you have already voted using the proxy card provided by Engine Capital, you have every right to change your vote by completing and returning the enclosed WHITE proxy card or by voting by telephone or via the Internet by following the instructions provided on the enclosed WHITE proxy card. Only the latest proxy you submit will be counted. If you have any questions or need assistance voting, please call Innisfree, 501 Madison Avenue, 20th Floor, New York, NY 10022, our proxy solicitor, at 1-888-750-5834.

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


Who will pay for the cost of this proxy solicitation and how will the Company solicit votes?
The expenses of this proxy solicitation, including the cost of preparing and mailing this proxy statement and accompanying WHITE proxy card, will be borne by the Company. Such expenses will also include the charges and expenses of banks, brokerage firms and other custodians, nominees or fiduciaries for forwarding solicitation materials regarding the Annual Meeting to beneficial owners of the Company’s common stock. In addition to solicitation by mail, certain directors, officers and regular employees of the Company may solicit proxies in person or by telephone, electronic transmission and facsimile transmission. Other than the persons described in this proxy statement, no general class of employee of the Company will be employed to solicit stockholders in connection with this proxy solicitation. However, in the course of their regular duties, employees may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. Any such directors, officers or employees will not be additionally compensated, but may be reimbursed for their out-of-pocket expenses in connection therewith. We have retained Innisfree to aid in the solicitation of proxies who will be paid a fee not to exceed $ plus reimbursement of customary disbursements and expenses. Innisfree expects that approximately of its employees will assist in the solicitation. Our aggregate expenses, including legal fees and fees and expenses of Innisfree, excluding salaries and wages of our regular employees, are expected to be approximately $ , of which $ has been incurred as of the date of this proxy statement.
Appendix A sets forth information relating to our directors and director nominees as well as certain of our officers and employees who are considered “participants” in our solicitation under the rules of the Securities and Exchange Commission (“SEC”) by reason of their position as directors and director nominees of the Company or because they may be soliciting proxies on our behalf.
Whom should I call if I have questions about the Annual Meeting?
Innisfree is assisting us with our effort to solicit proxies. If you have any questions or require any assistance with voting your shares, or if you need additional copies of the proxy materials, please contact:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free at (888) 750-5834
Banks and Brokers may call collect at (212) 750-5833

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING: Stockholders may view this proxy statement, the accompanying WHITE proxy card and our 2017 Annual Report to Stockholders over the Internet by accessing our website at matrixservicecompany.com.


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BACKGROUND OF THE SOLICITATION

During the second half of 2016, Engine Capital contacted the Company with a request to schedule a telephonic meeting. The Company responded by offering to schedule such a call, but Engine Capital declined, indicating a call was no longer necessary.

In February 2017, Engine Capital once again contacted the Company with a request to schedule a meeting.

On March 23, 2017, in response to Engine Capital’s request, John Hewitt, President and Chief Executive Officer of the Company, and Kevin Cavanah, Chief Financial Officer of the Company, spoke by telephone with Arnaud Ajdler, Managing Partner of Engine Capital, and Bradley Favreau, Managing Director of Engine Capital. During this meeting, the Company and Engine Capital discussed a range of topics relating to the Company’s business, and the Company responded to numerous questions from Engine Capital.
On May 30, 2017, in response to a request from Engine Capital, Messrs. Hewitt and Cavanah spoke by telephone with Messrs. Ajdler and Favreau. During the meeting, the Company and Engine Capital discussed a range of topics relating to the Company’s business, and the Company responded to numerous questions from Engine Capital.
On June 27, 2017, in response to a request from Engine Capital, the Company and Engine Capital held a third telephonic meeting. During this meeting, the Company and Engine Capital discussed a range of topics relating to the Company’s business, and the Company responded to numerous questions from Engine Capital. At no time during this call or the prior two calls did Engine Capital raise any questions or concerns with the Company regarding its Board composition, performance or stock price.
On July 24, 2017, approximately three weeks prior to the director nomination deadline for the Annual Meeting, in response to a request by Engine Capital, Messrs. Hewitt and Cavanah spoke by telephone with Mr. Ajdler. Mr. Ajdler proposed that the Company expand its Board by one director and appoint Paul Evans as a new member of the Board. Mr. Ajdler also indicated that if the Board were unwilling to add Mr. Evans, then Engine Capital would nominate more than one candidate in a proxy contest. In response to a question from Mr. Hewitt, Mr. Ajdler conceded that Engine Capital presently had no plan or thesis for the Company, but instead would like to have a designee on the Board to obtain inside knowledge of the business. This was the first time that Engine Capital ever raised the composition of the Board as a topic during discussions with the Company. Mr. Hewitt informed Mr. Ajdler that he would inform the Nominating and Corporate Governance Committee of Engine Capital’s request and would revert to Mr. Ajdler following the deliberations of the committee and the Board.
On August 2, 2017, Messrs. Hewitt and Cavanah spoke by telephone with Mr. Ajdler. During the conversation and in a letter sent by email by Mr. Hewitt, on behalf of the Board, to Mr. Ajdler, Mr. Hewitt informed Mr. Ajdler that the Nominating and Corporate Governance Committee and the full Board had carefully considered Engine Capital’s request and determined not to expand the Board to add Mr. Evans. Mr. Hewitt explained the Nominating and Corporate Governance Committee’s belief that the current size and composition of highly qualified Board members is optimal for the Company based on its size, strategic plan, and complexity. He also relayed the opinion of the Nominating and Corporate Governance Committee and the full Board that additional Board members would not create increased value for the Company’s stockholders at such time. Mr. Hewitt also reminded Mr. Ajdler that the Board had already recently expanded by one seat in 2014 and had undergone nearly a complete refresh over the past four years. He also emphasized that the collective experience of the Board includes strong representation of the markets the Company serves, operating capabilities, significant experience in industrial construction businesses, as well as financial, capital markets and public company accounting expertise. Mr. Hewitt also reminded Mr. Ajdler of the Company’s recent appointments of two new highly qualified directors, several weeks prior to Engine Capital's first request for Board representation, as part of a director search process that commenced in late 2016 to continue to refresh the Board by replacing two directors who would be retiring in 2017 in accordance with the Company's mandatory retirement policy. Mr. Hewitt concluded by expressing interest in continued dialogue with Engine Capital and assured Mr. Ajdler that the Board would always promptly review Engine Capital’s input with due care and consideration.
On the same date, Mr. Ajdler delivered by email to Messrs. Hewitt and Cavanah a request for the director nominee questionnaire and the written representation and agreement as required under the Bylaws in connection with a stockholder nomination.

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


On August 3, 2017, Mr. Ajdler sent an email to Mr. Hewitt expressing his disappointment in the Board’s decision not to appoint Mr. Evans. He further indicated that Engine Capital presently intended to nominate three candidates to the Board.
On August 9, 2017, Mr. Ajdler sent an email to Messrs. Hewitt and Cavanah, proposing a second candidate for the Board’s consideration. The email described that such candidate was not interested in being part of a contested election, and requested an extension of the deadline for stockholder nominations in the event that the Company was interested in the candidate.
On August 10, 2017, Mr. Hewitt sent a reply email to Mr. Ajdler on behalf of the Board. Mr. Hewitt’s email reaffirmed the Board’s and Company management’s openness to productive suggestions for improving the Company. The email further reiterated the Board’s belief that its current size and composition were optimal based on the Company’s size, strategic plan and complexity and that adding an additional Board member would not create any additional value to stockholders. Nevertheless, Mr. Hewitt expressed the Board’s appreciation for identifying an individual the Board believes to be a potentially qualified candidate. He also reminded Mr. Ajdler about the Company’s upcoming process to replace the Company’s director who will be retiring in 2018 pursuant to the Company’s mandatory retirement policy, and indicated to Mr. Ajdler that the Board was open to considering Engine Capital's August 9 candidate in the Company’s process to replace such Board member retiring in 2018.
On the same date, Mr. Ajdler responded by email to Messrs. Hewitt and Cavanah. Mr. Ajdler expressed his disappointment in the Board’s decision, criticized the Company’s performance, and indicated that Engine Capital would submit a nomination notice the following day.
On August 11, 2017, Engine Capital delivered a nomination notice to the Company. The nomination notice proposed to nominate Paul Evans and Robert Frankfurt to the Board at the Annual Meeting. According to the nomination notice, Engine Capital and its affiliates owned approximately 1.7% of the Company’s outstanding shares of common stock.
On September 6, 2017, Company filed this preliminary proxy statement with the SEC.
Another meeting between the Company and Engine Capital has been scheduled for September 8, 2017.


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PROPOSAL NUMBER 1:
Election of Directors
Incumbent directors Messrs. Michael J. Hall and I. Edgar (Ed) Hendrix are not seeking re-election. They will retire from the Board as of the date of the Annual Meeting in accordance with the Board’s mandatory retirement policy. Mr. Hall has served the Company since October 1998 in various roles including CFO, CEO, director and Chairman of the Board since 2006. Mr. Hendrix has served on the Board since October 2000 as a director, Chairman of the Board from March 2005 until November of 2006 and as Chairman of the Audit Committee. The Board appreciates Messrs. Hall and Hendrix' service to the Company as well as their valuable insight and business advice over the years.
The Company’s Certificate of Incorporation and Bylaws provide that the number of directors on the Board be fixed from time to time by the Board but shall not be less than three nor more than 15 persons. In anticipation of the retirement of Messrs. Hall and Hendrix, the Board recently added John D. Chandler and Martha Z. Carnes as two new directors. The Board size is temporarily fixed at nine but will be reduced to seven as of the date of the Annual Meeting. Directors hold office until the next annual meeting of the stockholders of the Company or until their successors have been elected and qualified.
In accordance with the recommendation of the Nominating and Corporate Governance Committee, the Board has unanimously nominated the seven nominees identified below. The Board recommends that you vote “For” the election of its seven nominees. Proxies solicited by the Board will be voted “For” all seven nominees unless stockholders specify otherwise in their proxies.

Each of the Board’s nominees has consented to serve as a nominee, to serve as a director if elected and to be named as a nominee in this proxy statement. If, at the time of the Annual Meeting, any of the nominees is unable to serve or for good cause will not serve, the discretionary authority provided in the proxies solicited by the Board may be used to vote for a substitute or substitutes who may be recommended by the Nominating and Corporate Governance Committee and whom the Board may propose to replace such nominee. The Board has no reason to believe that any substitute nominee or nominees will be required.
Each of our directors possesses a combination of attributes that qualifies him or her for service on the Board. The directors were specifically recruited for these attributes, which include business experience specifically related to the industries in which we operate, knowledge based on specialized education or training such as accounting and finance, and senior executive management experience that demonstrates leadership qualities and a practical understanding of organizations, processes, business strategies, risk management and how to drive change and growth. We believe that the qualifications, skills and experiences of the directors, individually and collectively, have resulted in the Board being highly effective.
Nominees for Election as Directors
Set forth below is biographical information for each of the Board’s nominees for election as a director at the Annual Meeting, including a summary of the specific experience, qualifications, attributes and skills which led our Board to conclude that the individual should serve on the Board at this time, in light of the Company’s business and structure.
Martha Z. Carnes, age 57, has served as a director of the Company since July 2017. Ms. Carnes retired from PricewaterhouseCoopers LLP ("PwC") in June 2016, where she had a thirty-four year career with the firm. She was an assurance partner serving large, publicly traded companies in the energy industry. Ms. Carnes held a number of leadership positions with PwC including the Houston office Managing Partner. She also served as PwC's Energy and Mining leader in the United States where she led the firm's energy and mining assurance, tax, and advisory practices. Ms. Carnes also served as one of PwC's Risk Management Partners and was PwC's United States representative on the firm's Global Communities Board. She also serves on the Supervisory Board of Core Laboratories N.V., a Netherlands company that provides reservoir description and production enhancement services to the oil and gas industry, and is the Chairman of the Audit Committee. Effective September 1, 2017, Ms. Carnes was appointed to the board of directors of SunCoke Energy Partners GP LLC, the general partner of SunCoke Energy Partners LP. She serves on both the audit and conflicts committees. Ms. Carnes is the Chairman of the Governing Board of the Greater Houston Community Foundation, and has chaired their Compensation, Strategy, and Finance & Administration Committees. She is also a member of the Board of Trustees at Texas Children's Hospital where she serves on the Audit and Compliance; Operations, Planning and Development; and Risk Management and Insurance Committees. Ms, Carnes received her B.B.A. in accounting from the University of Texas at Austin and she is a certified public accountant.
The specific experience, qualifications, attributes or skills that led to the conclusion Ms. Carnes should serve as a Director include her extensive expertise in financial oversight, financial reporting and broad accounting knowledge gained from working with and auditing public companies in the energy industry and her operational and leadership experience at PwC.

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John D. Chandler, age 47, has served as a director of the Company since June 2017. On August 28, 2017, Mr. Chandler was appointed as Senior Vice President and Chief Financial Officer for The Williams Companies, Inc. ("Williams). Mr. Chandler has served as a director of USA Compression GP, LLC, the general partner of USA Compression Partners, LP, since October 2013; serving also as the audit committee chairman during his tenure.  Mr. Chandler previously served on the board of directors and the audit committee of CONE Midstream GP, LLC, the general partner of CONE Midstream Partners LP, and on the board of directors and audit committee of Green Plains Holdings LLC, the general partner of Green Plains Partners LP. From 2009 until his retirement in March 2014, Mr. Chandler served as Senior Vice President and Chief Financial Officer of Magellan GP, LLC, the general partner of Magellan Midstream Partners, LP. (NYSE:MMP) From 2003 until 2009, he served in the same capacities for the general partner of Magellan Midstream Holdings, L.P. From 1999 to 2002, Mr. Chandler was Director of Financial Planning and Analysis and Director of Strategic Development for a subsidiary of Williams. From 1992 to 1999, Mr. Chandler held various accounting and finance positions with MAPCO Inc. Mr. Chandler received his B.S. and B.A. in accounting and finance from the University of Tulsa.
The specific experience, qualifications, attributes or skills that led to the conclusion Mr. Chandler should serve as a Director include his long history of service in senior corporate leadership positions, his extensive experience in the energy industry, his extensive financial oversight expertise and his understanding of complex financial matters gained from his experience as a CFO of a large publicly traded company.
John W. Gibson, age 65, has served as a director of the Company since April 2016. Mr. Gibson is currently the non-executive Chairman of the Board of ONEOK, Inc. Mr. Gibson also served as the non-executive Chairman of the Board of ONEOK Partners GP, L.L.C., the general partner of ONEOK Partners, L.P. until its merger with a subsidiary of ONEOK, Inc. in June 2017. He served as Chief Executive Officer at ONEOK, Inc. from January 1, 2007 to January 31, 2014. He was appointed Chairman of the Board of ONEOK Partners GP, L.L.C. in 2007 and of ONEOK, Inc. in May 2011, and served as ONEOK, Inc.’s President from 2010 through 2011. He also served as Chief Executive Officer of ONEOK Partners GP, L.L.C. from 2007 until January 31, 2014, and served as President from 2010 through 2011. From 2005 until May 2006, he was President of ONEOK Energy Companies, which included natural gas gathering and processing, natural gas liquids, pipelines and storage and energy services business segments. Prior to that, he was ONEOK, Inc.’s President, Energy from May 2000 to 2005. Mr. Gibson joined ONEOK in May 2000 from Koch Energy, Inc., a subsidiary of Koch Industries, where he was an Executive Vice President. His career in the energy industry began in 1974 as a refinery engineer with Exxon USA. He spent 18 years with Phillips Petroleum Company in a variety of domestic and international positions in its natural gas, natural gas liquids and exploration and production businesses. He holds an engineering degree from Missouri University of Science and Technology, formerly known as the University of Missouri at Rolla. Mr. Gibson also serves as the non-executive Chairman of the Board of ONE Gas, Inc. and as a member of the board of directors of BOK Financial Corporation and is a former member of the Board of Trustees of Missouri University of Science and Technology.
The specific experience, qualifications, attributes or skills that led to the conclusion that Mr. Gibson should serve as a director include his service in a variety of roles of continually increasing responsibility at ONEOK, ONEOK Partners GP, L.L.C., Koch Energy, Inc., Exxon USA and Phillips Petroleum. In these roles, Mr. Gibson had direct responsibility for and extensive experience in strategic and financial planning, acquisitions and divestitures, operations, management supervision and development, and compliance. As the executive responsible for numerous merger and acquisition transactions over the course of his career, Mr. Gibson has significant experience in assessing acquisition opportunities and in structuring, financing and completing merger and acquisition transactions. Over the course of his long career in a variety of sectors of the oil and gas industry, Mr. Gibson has gained extensive management and operational experience and has demonstrated a strong track record of leadership, strategic vision and risk management.
John R. Hewitt, age 59, was appointed as President and Chief Executive Officer and as a director of the Company in May 2011. Mr. Hewitt has spent his entire career in the engineering, procurement, and construction industry. Prior to joining Matrix in May 2011, Mr. Hewitt worked for approximately 25 years for various operating businesses of Aker Solutions ASA (“Aker”) and its predecessor companies, which provide engineering and construction services, technology products, and integrated solutions to the energy and process industries worldwide. Up until his appointment with the Company, Mr. Hewitt served as Vice President of Aker Solutions, where he was responsible for providing executive oversight on major capital projects in the power and liquefied natural gas industries. He also served as President, United States Operations at Aker Solutions E&C US, Inc. from 2007 to 2009 where he was responsible for managing all construction services in North America. Prior to that, he served as President of Aker Construction Inc. where he had full profit and loss responsibility for a multi-disciplined direct hire industrial construction business operating throughout North America. Mr. Hewitt holds a finance degree from Stetson University and an engineering degree from the Florida Institute of Technology. Mr. Hewitt is a member of the board of directors of Junior Achievement of Oklahoma, the Tulsa Area United Way, the Tulsa Area Salvation Army and the Philbrook Museum of Art. Mr. Hewitt also serves as an executive board member of the Tulsa Regional Chamber of Commerce.

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As the current President and CEO of the Company, Mr. Hewitt provides a management representative on the Board with extensive knowledge of day-to-day operations. As a result, he can facilitate the Board’s access to timely and relevant information and its oversight of management’s strategy, planning and performance. In addition, Mr. Hewitt brings to the Board considerable management and leadership experience, extensive knowledge of the energy industry and our business, and significant experience with mergers and acquisitions.
Tom E. Maxwell, age 72, was first elected as a director of the Company effective May 2003. Mr. Maxwell was Chairman of Flintco LLC ("Flintco") from January 2013 until his retirement in December of 2014. Prior to the assuming the Chairman role, he was President and CEO and a Director of Flintco for 26 years. Prior to his election as President and Chief Executive Officer, Mr. Maxwell was the Chief Financial Officer and Division President of Flintco for four years. Mr. Maxwell began his career with five years at Deloitte & Touche and was the Chief Financial Officer of a public company, Kinark Corporation, for seven years. Mr. Maxwell earned Undergraduate and Masters Degrees in Accounting at the University of Oklahoma and is a Certified Public Accountant (inactive). Mr. Maxwell is an advisory director of Commerce Bank in Tulsa, Oklahoma. In addition, Mr. Maxwell serves as a director for the Tulsa Metro Chamber of Commerce, Hillcrest Hospital, and Iron Gate a not-for-profit soup kitchen. In addition, Mr. Maxwell is a member of the State of Oklahoma Bond Oversight Council.
The specific experience, qualifications, attributes or skills that led to the conclusion Mr. Maxwell should serve as a Director include his long history of service in senior corporate leadership positions and his extensive experience in the construction and energy industries, including his experience as both a CEO and CFO of a leading commercial construction contractor.
James H. Miller, age 62, has served as a director of the Company since May 2014. Mr. Miller is currently Executive Vice President - Americas of Kvaerner U.S., a position he has held since June 2011. He is also a Director and Officer for all Kvaerner U.S. based legal and operating entities. From June 2008 through June 2011, Mr. Miller served as Chief Executive Officer & President of Aker Philadelphia Shipyard. From June 2011 to April 2014, Mr. Miller also served as Chairman of the Board for Aker Philadelphia Shipyard ASA and reassumed that position in February 2016. Before going to the shipyard, Mr. Miller was President of Aker Solutions Process & Construction Americas. Prior to joining Aker Solutions Process & Construction Americas, Mr. Miller held the position of President of Aker Construction, Inc., which was one of the largest union construction companies in North America. Mr. Miller graduated from the University of Edinboro in Pennsylvania with a Bachelors of Arts degree.
Mr. Miller's extensive progressive leadership positions with a large multi-national industrial construction contractor led to the conclusion that Mr. Miller should serve as a Director. Mr. Miller has significant operational experience and a thorough understanding of the challenges and risks that face industrial construction contractors. He is experienced with merger and acquisition activity, partnering with other companies, and the management of large multi-year construction projects. Mr. Miller is also knowledgeable in many of the Company's key markets including power generation and iron and steel.
Jim W. Mogg, age 68, has served as a director since August 2013. Mr. Mogg has also served on the board of directors of ONEOK, Inc., a publicly traded diversified energy company since July 2007. Mr. Mogg also served as a director of ONEOK Partners, L.P., a publicly traded master limited partnership that operated natural gas and natural gas liquids gathering, processing, pipelines, and fractionation assets from August 2009 until its merger with a subsidiary of ONEOK, Inc. in June of 2017. Mr. Mogg served as Chairman of the Board of DCP Midstream GP, LLC, the general partner of DCP Midstream Partners, L.P., ("DCP Midstream") from August 2005 to April 2007. From January 2004 to September 2006, Mr. Mogg served as Group Vice President, Chief Development Officer and advisor to the Chairman of Duke Energy Corporation. Additionally, Duke Energy affiliates, Crescent Resources and TEPPCO Partners, LP ("TEPPCO") reported to Mr. Mogg. Mr. Mogg served as President and Chief Executive Officer of DCP Midstream, LLC from December 1994 to March 2000, and as Chairman, President and Chief Executive Officer from April 2000 through December 2003. DCP Midstream was the general partner of TEPPCO and, as a result, Mr. Mogg was Vice Chairman of TEPPCO from April 2000 to May 2002 and Chairman from May 2002 to February 2005. Mr. Mogg also serves on the board of directors of Bill Barrett Corporation, an exploration and production company, where he is currently the non-executive Chairman. Finally, Mr. Mogg serves on the Board of the Southwestern Oklahoma State University Foundation.
The specific experience, qualifications, attributes or skills that led to the conclusion Mr. Mogg should serve as a Director include his long history of service in senior executive leadership positions, including as a chief executive officer and his significant knowledge of the energy industry. Mr. Mogg also brings financial expertise to the Board, including through his previous supervision of principal accounting officers, involvement in financing transactions, and his service on the audit committees of other companies. His current and previous directorships also provide Mr. Mogg with extensive corporate governance experience.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR ALL” OF THE ABOVE NAMED NOMINEES FOR ELECTION.

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CORPORATE GOVERNANCE AND BOARD MATTERS
The Board uses its best efforts to adopt and implement sound corporate governance practices and believes strongly that effective corporate governance practices are an important component of its efforts to focus the entire organization on generating long-term stockholder value through conscientious, safe and ethical operations.
The Board has adopted and implemented Corporate Governance Guidelines and a Code of Business Conduct and Ethics. The Code of Business Conduct and Ethics applies to all of the Company’s directors, officers (including its Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Controller and any person performing similar functions) and employees. The Corporate Governance Guidelines and Code of Business Conduct and Ethics are available on the Corporate Governance page included in the “Investor Relations” section of the Company’s website at matrixservicecompany.com.
Director Independence Guidelines
Pursuant to the applicable rules for companies traded on the NASDAQ Global Market System (“NASDAQ”) and the rules and regulations of the SEC, the Board has adopted director independence guidelines. In accordance with these guidelines, each independent director must be determined to have no relationship with the Company which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The guidelines specify criteria by which the independence of the Company’s directors will be determined, including strict guidelines for directors and their immediate families with respect to past employment or affiliation with the Company or its independent registered public accounting firm.
The Board has affirmatively determined that each of Ms. Carnes, Mr. Chandler, Mr. Gibson, Mr. Maxwell, Mr. Miller and Mr. Mogg are “independent” under the guidelines. The Board also affirmatively determined that Messrs. Hall and Hendrix, who are retiring from the Board at the Annual Meeting, are independent. Mr. Hewitt is not considered to be independent because of his current employment as President and Chief Executive Officer of the Company.
The Board also considered Mr. Miller's familial relationships with the Company. Mr. Miller's son is an employee of Matrix North American Construction. The Board concluded that this relationship did not impair Mr. Miller's independence as his son did not hold an executive officer position within Matrix North American Construction and is several levels below the level of executive officers of Matrix.
The Board also considered Mr. Gibson's membership on the board of directors of BOK Financial Corporation ("BOK"). BOK serves as the Company's investment advisor on its 401(k) defined contribution plan, is a participant in the Company's senior credit facility and performs other insignificant financial services for the Company. The Company has also invested a portion of its excess cash with BOK. The Board concluded that Mr. Gibson's relationship did not impair his independence as BOK's relationship with the Company predates Mr. Gibson's appointment to the Board, Mr. Gibson played no role in BOK's engagement and plays no role in the on-going relationship.
The full text of the Company’s director independence guidelines is included in the Company’s Corporate Governance Guidelines, which is available on the Corporate Governance page included in the “Investor Relations” section of the Company’s website at matrixservicecompany.com.
Board Leadership Structure and Role in Risk Oversight
The Board has no policy mandating the separation of the offices of Chairman of the Board and Chief Executive Officer. However, as the oversight responsibilities of directors continues to increase, we believe it is beneficial to have an independent chairman whose sole job for the Company is leading the Board. We believe the separation of the Chairman and Chief Executive Officer roles provides strong leadership for our Board, while positioning our Chief Executive Officer as the leader of the Company in the eyes of our customers, employees and other stakeholders.
If, in the future, the Chief Executive Officer is serving as Chairman of the Board, then the Board will name a lead director who would, among other specified responsibilities, serve as the leader of the independent directors and facilitate communication between the Chairman/CEO and the other directors.


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In June 2017, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, temporarily increased the size of the Board from seven to eight members and appointed John D. Chandler to serve as a Board member. Mr. Chandler's term commenced on June 20, 2017 and expires at the Annual Meeting. In July 2017, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, temporarily increased the size of the Board from eight to nine members and appointed Martha Z. Carnes to serve as a Board member. Ms. Carnes' term commenced on July 13, 2017 and expires at the Annual Meeting. The size of the Board will revert to seven coincident with the Annual Meeting when Michael J. Hall and I. Edgar (Ed) Hendrix retire from the Board at the end of their terms in accordance with the Board's mandatory retirement policy.

The Board continues to have one non-independent member, the President and Chief Executive Officer of the Company. A number of our independent Board members have served as members of senior management or as directors of other public companies. Our Audit, Compensation and Nominating and Corporate Governance Committees are comprised solely of independent directors, each with a different independent director serving as chair of the committee. We believe that the number of independent, experienced directors that make up our Board, along with the independent oversight of the Board by the non-executive Chairman, benefits our Company and our stockholders.
The Audit Committee and full Board jointly oversee the Company’s risk management processes. The Audit Committee receives regular reports from management regarding the Company’s assessment of risks. In addition, the Audit Committee and the full Board focus on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensure that risks undertaken by the Company are consistent with the Board’s appetite for risk. While the Board oversees the Company’s risk management, Company management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our Company and that our Board leadership structure supports this approach.
Meetings and Committees of the Board
The Company’s Board met ten times during fiscal year 2017. The Board has three standing committees – the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each of the members of each of the committees qualifies as an “independent director” under the NASDAQ listing standards. During fiscal 2017, each director attended a minimum of 75% of the total number of meetings of the Board and of the total number of meetings held by all committees of which he or she was a member.
The Company’s Corporate Governance Guidelines provide that each director is expected to attend the annual meetings of stockholders of the Company. All of the members of the Company’s Board attended the 2016 Annual Meeting of Stockholders with the exception of Mr. Chandler and Ms. Carnes who were appointed to the Board in June 2017 and July 2017, respectively.
Audit Committee
 
Director
  
Fiscal 2017 Committee Service
I. Edgar Hendrix, Chairman
  
Served all of fiscal 2017
Tom. E. Maxwell, Member
  
Served all of fiscal 2017
Jim W. Mogg, Member
 
Served all of fiscal 2017
John W. Gibson, Member
 
Served all of fiscal 2017
John D. Chandler, Member
 
Served a portion of the fourth quarter of fiscal 2017
Martha Z. Carnes, Member
 
None - Appointed in the first quarter of fiscal 2018

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The Audit Committee assists the Board in monitoring the integrity of the financial statements of the Company, the independent registered public accounting firm’s qualifications and independence, the performance of the Company’s internal audit function and independent registered public accounting firm and the Company’s compliance with legal and regulatory requirements. In carrying out these purposes, the Audit Committee, among other things, appoints, evaluates and approves the compensation of the Company’s independent registered public accounting firm, reviews and approves the scope of the annual audit and the audit fee, pre-approves all auditing services and permitted non-audit services, annually considers the qualifications and independence of the independent registered public accounting firm, reviews the results of internal audits, compliance with certain of the Company’s written policies and procedures and the adequacy of the Company’s system of internal accounting controls, prepares the Audit Committee report for inclusion in the annual proxy statement and annually reviews the Audit Committee charter and the committee’s performance. The Audit Committee has also established procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding accounting or auditing matters. The Audit Committee operates under a written charter. A copy of the Audit Committee Charter is available on the Corporate Governance page included in the “Investor Relations” section of the Company’s website at matrixservicecompany.com. The Audit Committee held four meetings during fiscal 2017.
Compensation Committee
 
Director
  
Fiscal 2017 Committee Service
John W. Gibson, Chairman
  
Served all of fiscal 2017
I. Edgar Hendrix, Member
  
Served all of fiscal 2017
Tom E. Maxwell, Member
  
Served all of fiscal 2017
Jim W. Mogg, Member
 
Served all of fiscal 2017
John D. Chandler, Member
 
Served a portion of the fourth quarter of fiscal 2017
Martha Z. Carnes, Member
 
None - Appointed in the first quarter of fiscal 2018
The Compensation Committee’s functions include reviewing and approving executive salary, bonus, long-term incentive awards and other benefits. In addition, the Compensation Committee, in conjunction with the Board, reviews the Company’s strategic and financial plans to determine their relationship to the Company’s compensation program. Additional information describing the Compensation Committee’s processes and procedures for considering and determining executive compensation, including the role of our Chief Executive Officer and consultants in determining or recommending the amount or form of executive compensation, is included in the Compensation Discussion and Analysis below.
The Compensation Committee operates under a written charter. The Company has made a copy of its Compensation Committee Charter available on the Corporate Governance page included in the “Investor Relations” section of the Company’s website at matrixservicecompany.com. The Compensation Committee held six meetings during fiscal 2017. The Compensation Committee has no authority under its charter to delegate some or all of its authority to subcommittees or other persons and it has no current plans to do so.
Compensation Committee Interlocks and Insider Participation
During fiscal 2017, the Compensation Committee was composed of I. Edgar Hendrix, John D. Chandler, Tom E. Maxwell, Jim W. Mogg, and John W. Gibson, all of whom are non-employee directors of the Company. During fiscal 2017, none of the Company’s executive officers served on the Board or on the Compensation Committee of any other entity who had an executive officer that served either on the Company’s Board or on its Compensation Committee.
Nominating and Corporate Governance Committee
 
Director
  
Fiscal 2017 Committee Service
Tom E. Maxwell, Chairman
  
Served all of fiscal 2017
I. Edgar Hendrix, Member
  
Served all of fiscal 2017
Jim W. Mogg, Member
 
Served all of fiscal 2017
John W. Gibson
 
Served all of fiscal 2017
John D. Chandler, Member
 
Served a portion of the fourth quarter of fiscal 2017
Martha Z. Carnes, Member
 
None - Appointed in the first quarter of fiscal 2018

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


The Nominating and Corporate Governance Committee was established to assist the Board in identifying qualified individuals to become directors of the Company, recommend to the Board qualified director nominees for election by the stockholders or to fill vacancies on the Board, recommend to the Board membership on Board committees, recommend to the Board proposed Corporate Governance Guidelines and report annually to the Board on the status of the CEO succession plan. The Nominating and Corporate Governance Committee operates under a written charter. The Company has made a copy of its Nominating and Corporate Governance Committee Charter available on the Corporate Governance page included in the “Investor Relations” section of the Company’s website at matrixservicecompany.com. The Nominating and Corporate Governance Committee has the authority under its charter to retain a professional search firm to identify candidates. The Nominating and Corporate Governance Committee held six meetings during fiscal 2017.
Director Nomination Process
The Nominating and Corporate Governance Committee will consider director candidates submitted to it by other directors, employees and stockholders. In evaluating such nominations, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability to address the director qualifications discussed below.
The Nominating and Corporate Governance Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or otherwise arise, the Committee considers various potential candidates. Candidates may come to the attention of the Committee through current directors, senior management, professional search firms, stockholders or other persons.
Once a prospective nominee has been identified, the Committee makes an initial determination as to whether to conduct a full evaluation of the candidate. The initial determination involves an evaluation of the candidate against the qualifications set forth in the Corporate Governance Guidelines, which require broad experience, wisdom, integrity, the ability to make independent analytical inquiries, an understanding of the Company’s business environment and a willingness to devote adequate time to Board duties, including service on no more than four other public company boards.
The Committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospective nominee. Our Board believes that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow it to fulfill its responsibilities. Although we do not have a formal policy governing diversity among Board members, the Board also strives to identify candidates with diverse backgrounds. We recognize the value of overall diversity and consider members’ and candidates’ opinions, perspectives, personal and professional experiences, and backgrounds, including gender, race and ethnicity. We believe that the judgment and perspectives offered by a diverse Board improves the quality of decision making and enhances the Company’s business performance.
The Committee also assesses the candidate’s qualifications as an “independent director” under the NASDAQ’s current director independence standards and the Company’s director independence guidelines. If the Committee determines that additional consideration is warranted, it may request a professional search firm to gather additional information about the candidate. The Committee designates, after consultation with the CEO, which candidates are to be interviewed. After completing its evaluation, the Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board and the Board determines the nominees after considering the recommendation of the Committee.

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


Holders of common stock wishing to recommend a person for consideration as a nominee for election to the Board can do so in accordance with the Company’s Bylaws by giving timely written notice to Kevin S. Cavanah, Secretary of Matrix Service Company, at 5100 East Skelly Drive, Suite 500, Tulsa, Oklahoma 74135. In order to be considered timely, a stockholder’s notice of proposal must be delivered not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by the Company. The written notice should give each such nominee’s name, address, appropriate biographical information, a description of all arrangements or understandings between the stockholder (and the beneficial owner, if any, on whose behalf the nomination is made) and each such nominee and/or any other person or persons (naming such person or persons), relating to such nominee’s service on the Board, if elected, as well as any other information that would be required in a proxy statement. Any such recommendation should be accompanied by a written statement from the person recommended, giving his or her consent to be named as a nominee and, if nominated and elected, to serve as a director. The written notice should also be accompanied by a completed director nominee questionnaire in the form required by the Company and a completed and signed written representation and agreement (executed by the nominee in the form provided by the Secretary of the Company upon written request) that such person:
is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Company, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director, with such person’s fiduciary duties under applicable law;
is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed to the Company;
would be in compliance, if elected as a director, and will comply with, applicable law and all applicable publicly disclosed corporate governance, conflict of interest, corporate opportunities, confidentiality and stock ownership and trading policies and guidelines of the Company;
will tender, promptly following such person’s election or reelection, an irrevocable resignation effective upon such person’s failure to receive the required vote for re-election at the next meeting at which such person would face re-election and upon acceptance of such resignation by the Board, in accordance with the Board’ policies or guidelines on director elections; and
intends to serve a full term if elected as a director of the Company.
 
The written notice must also set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:
the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner;
the class and number of shares of capital stock of the Company that are owned beneficially and held of record by such stockholder and such beneficial owner;

the investment strategy or objective, if any, of such stockholder and its associated person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such stockholder and each such associated person;

the disclosure of any short positions or other derivative positions relating to the Company’s shares of such stockholder and such beneficial owner, such information to be updated to reflect any material change in such positions through the time of the annual meeting;

a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder or such beneficial owner has a right to vote any shares of any security of the Company;

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


a representation that such stockholder is a holder of record of the Company’s stock entitled to vote at such meeting, will continue to be so through the date of the meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting;

a representation as to whether such stockholder or beneficial owner intends or is part of a group that intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the voting power of the Company’s outstanding stock required to approve or adopt the proposal or to elect each such nominee;
the class and number of any security of any entity that was publicly disclosed as a peer by the Company; and

a description of any agreement, arrangement or understanding with respect to the nomination or other business between or among such stockholder, beneficial owner or any other person.

The above summary may not contain all of the information about our stockholder nomination process. You are encouraged to read our Bylaws carefully for further details, which can be found in our public filings.
Executive Sessions
Executive sessions of the Board are held periodically. The sessions are chaired by the independent, non-executive Chairman of the Board. Any non-management director may request that an additional executive session be scheduled. Executive sessions of the independent directors are held on an as needed basis, but a least quarterly.
Communications with the Board
The Board provides a process by which stockholders and other interested parties may communicate with the Board or any of the directors. Stockholders and other interested parties may send written communications to the Board or any of the directors at the following address: Board of Matrix Service Company c/o Matrix Service Company, 5100 East Skelly Drive, Suite 500, Tulsa, Oklahoma 74135. Stockholders and other interested parties may also contact the Board or any of the directors via the Company’s online submission form by clicking on the “Contact the Board” link included on the Corporate Governance page included in the “Investor Relations” section of the Company’s website at matrixservicecompany.com. All communications will be compiled by the Company’s Corporate Secretary and submitted to the Board or the individual director on a periodic basis.
Equity Ownership Guidelines for Directors
The Company’s Stock Ownership Guidelines for Directors, which were revised in August 2014 and confirmed in August 2016, require each non-employee director to own a number shares of our common stock equal to five times the annual cash retainer. For purposes of determining compliance with the guideline, the cash retainer does not include fees earned as Chairman of the Board or as Chairman of the Audit, Compensation or Nominating and Corporate Governance committees. The following types of equity can be used to satisfy the stock ownership requirements:
(1)
shares owned separately by the director or owned either jointly with, or separately by, immediate family members residing in the same household;
(2)
shares held in trust for the benefit of the director or his immediate family members;
(3)
shares purchased in the open market;
(4)
shares purchased through the Company’s Employee Stock Purchase Plan;
(5)
vested and unvested time-based restricted stock or restricted stock units ("RSUs");
(6)
unvested performance or market based restricted stock or restricted stock units but only to the extent that the Company recognizes compensation expense with respect to such restricted stock or restricted stock units;
(7)
in-the-money vested unexercised stock options; and
(8)
any phantom shares held on behalf of a director under the Board’s deferred compensation plan.
Existing directors have five years from the August 2014 date of adoption or revision of the guidelines to attain this level of ownership. Directors elected or appointed after the date of the adoption of the Stock Ownership Guidelines will have five years from the date of their election or appointment to the Board to attain this level of ownership. Furthermore, once the guidelines are met, the directors will remain in compliance with the Stock Ownership Guidelines if a drop in the Company's stock price causes the director's ownership level to drop below five times the annual retainer so long as the director has not sold any shares subsequent to passing the ownership test. Messrs. Hall, Hendrix and Maxwell currently satisfy the requirements. Mr. Jim W. Mogg, who was appointed in August 2013, Mr. James H. Miller, who was appointed in May 2014, Mr. John W. Gibson, who was appointed in April 2016, Mr. John D. Chandler, who was appointed in June 2017, and Ms. Martha Z. Carnes who was appointed in July 2017, do not currently satisfy the Stock Ownership Guidelines requirements; however, each is still within the initial five-year accumulation period.

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


Since Mr. Hewitt is the Chief Executive Officer of the Company, he must comply with the Equity Ownership Guidelines for Executive Officers, which are discussed in this proxy statement under the caption “Equity Ownership Guidelines.”
DIRECTOR COMPENSATION
General
Management directors receive no additional compensation for their service on the Board or any committee thereof. Directors of the Company are reimbursed for out-of-pocket expenses incurred in attending Board and committee meetings.
The elements of our non-employee director compensation consist of cash and equity. Our objective in establishing director compensation is to position ourselves to attract and retain individuals who have relevant business and leadership backgrounds and experience by providing a competitive package of cash and equity compensation.
Total compensation for the Company’s non-employee directors is determined in a manner similar to that for executives, which is described under the caption “Compensation Discussion and Analysis.” The Compensation Committee of the Board (the “Committee”) engages a third party compensation consultant to periodically review director compensation and make recommendations. The Committee reviews comparative data from the outside consultant and makes recommendations regarding director compensation to the full Board for approval.
Director compensation is generally reviewed on a bi-annual basis. In August 2016, the Committee engaged a third party compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to conduct a market study of director compensation. Meridian obtained comparative data using published compensation surveys and proxy analysis of selected companies similar in size, location and industry. The companies included in the survey are consistent with those that we use to review executive compensation.
The overall conclusions of the consultant were that the compensation structure of the Board was aligned with peer practices and that the annual value of compensation was between the 25th percentile and the median of the identified peer group of companies. Upon careful consideration of the consultant's recommendations, peer practices and the Company's stated compensation objectives, the Committee approved the following:
The value of the cash retainer remained at $85,000 per each non-employee director.
The equity component of the annual grant would continue to be in form of RSUs. The value of the equity grant was increased from $85,000 to $95,000 and the vesting period of the equity grant was decreased from three years to one year. The reduction in vesting period was approved to align the vesting period with the annual director elections.
The Committee also concluded that retainers for other Board duties are appropriate and should remain at the following amounts:
Retainer
 
Amount ($)
Audit Committee Chair
 
15,000

Compensation Committee Chair
 
10,000

Nominating and Corporate Governance Committee Chair
 
7,500

Chairman of the Board
 
50,000

We also provide the Deferred Fee Plan for Members of the Board of Directors of Matrix Service Company (the "Deferred Fee Plan") which allows our non-employee directors to defer all or a portion of their cash compensation with interest. The effective interest rate for the subsequent calendar year is researched and approved by the Committee at its regularly-scheduled meeting each November. For fiscal 2017, the average interest rate was 5.0%. Non-employee directors are also permitted to invest their cash retainer in Company common stock through the Company’s 2011 Employee Stock Purchase Plan (“ESPP”). Investment through the ESPP is limited to $60,000 per director per calendar year.

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


Director Compensation
The compensation earned by each of our non-employee directors in fiscal 2017 is summarized in the table below:
Name (1)
 
Fees
Earned
or Paid
in Cash
($) (2)
 
Restricted
Stock
Awards
($) (3)
 
Stock
Option
Awards
($) (4)
 
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($) (5)
 
All Other
Compensation
($)
 
Total
($)
Michael J. Hall
 
135,000

 
97,988

 

 
15,399

 

 
248,387

I. Edgar Hendrix
 
100,000

 
97,988

 

 
8,229

 

 
206,217

Paul K. Lackey (6)
 
35,625

 

 

 
12,259

 

 
47,884

Tom E. Maxwell
 
92,500

 
97,988

 

 
11,474

 

 
201,962

Jim W. Mogg
 
85,000

 
97,988

 

 
7,190

 

 
190,178

James H. Miller
 
85,000

 
97,988

 

 
2,545

 

 
185,533

John W. Gibson
 
91,250

 
97,988

 

 

 

 
189,238

John D. Chandler
 
2,562

(7)
2,863

 

 

 

 
5,425

Martha Z. Carnes (8)
 

 

 

 

 

 

 
(1)
John R. Hewitt is not included in this table because he is a current employee and thus received no compensation for his service as a director. The compensation received by Mr. Hewitt as an employee is shown in the Summary Compensation Table for our Named Executive Officers under the caption "Executive Officer Compensation".

(2)
Includes retainer fees earned in fiscal 2017 but paid subsequent to the completion of the fiscal year and fees earned in fiscal 2017 but deferred under the Deferred Fee Plan. In fiscal 2017, Mr. Hall deferred $135,000 in fees, Mr. Hendrix deferred $45,000 in fees, Mr. Lackey deferred $35,625 in fees, Mr. Maxwell deferred $92,500 in fees, Mr. Mogg deferred $85,000 in fees, and Mr. Miller deferred $85,000 in fees. Messrs. Gibson and Chandler did not defer any fees. The Deferred Fee Plan is discussed in note (5) below. Mr. Chandler's fees represent those earned after his appointment to the Board effective June 20, 2017 through the end of 2017.

(3)
With the exception of Messrs. Gibson and Chandler, the amounts shown represent the grant date fair value for awards granted during fiscal 2017 determined in accordance with the applicable accounting guidance for equity-based awards. For further information on the valuation of these awards, see Notes 1 and 10 to the Consolidated Financial Statements included in our fiscal 2017 Annual Report on Form 10-K. The grant date fair value of the shares earned in fiscal 2017 was determined by dividing the target value of $95,000 by the average share price over the 20-day period ending five days prior to the grant date. For services provided as a member of the Board in fiscal 2017, Messrs. Hall, Hendrix, Maxwell, Mogg and Miller each received an award of 5,240 RSUs with a grant date fair value of $97,988. Mr. Gibson received a pro-rata award of 8,515 RSUs with a grant date fair value of $159,231 for services provided from his appointment date of April 2016 through fiscal 2017. The amount included for Mr. Gibson represents the value of RSUs earned for fiscal 2017 services. The amount shown for Mr. Chandler represents the estimated value of RSUs earned for fiscal 2017 services. Mr. Chandler's actual pro-rata award, which will include RSUs earned in fiscal 2017, will occur in fiscal 2018. As of June 30, 2017, Messrs. Hall, Hendrix, Maxwell and Mogg each held 12,530 unvested RSUs, Mr. Miller held 14,345 unvested RSUs, and Mr. Gibson held 8,515 unvested RSU's.

(4)
No stock option awards were granted to non-employee directors in fiscal 2017 and no options were outstanding at June 30, 2017.

(5)
A non-employee director may defer all or part of director fees earned into the Deferred Fee Plan. Under the Deferred Fee Plan, directors are allowed to defer fees and earn interest. The amounts shown represent interest earned under the plan in excess of a market rate. For fiscal 2017, the market rate for the deferrals was 2.388% as compared to the actual average rate paid of 5.0%.

(6)
Amounts in the Fees Earned or Paid in Cash column represent fees earned by Mr. Lackey from July 1, 2016 through his retirement date of November 11, 2016. Under the Deferred Fee Plan, Board members receive cash settlement of deferred fees one year after retirement. The amount included in the column titled Change in Pension Value and Nonqualified Deferred Compensation Earnings represents interest earned in excess of the market rate on Mr. Lackey's cumulative deferred fees in fiscal 2017. Cash settlement of Mr. Lackey's Deferred Fee Plan account will occur on November 11, 2017.

(7)
The amount shown for Mr. Chandler represents fees earned beginning on June 20, 2017, the effective date of his appointment, through the Company's fiscal year end of June 30, 2017.
  
(8)
Ms. Carnes was appointed in July 2017 and as such did not receive fiscal 2017 compensation.

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


AUDIT COMMITTEE MATTERS
Report of the Audit Committee of the Board
The Audit Committee oversees the Company’s financial reporting process, including the system of internal controls, on behalf of the Board. Management has the primary responsibility for the financial statements and the associated system of internal controls. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements and internal control over financial reporting in accordance with the Public Company Accounting Oversight Board standards and to issue a report thereon. The Audit Committee monitors these processes. The Audit Committee’s role does not provide any special assurance with regard to the Company’s financial statements, nor does it involve a professional evaluation of the quality of the audits performed by the independent registered public accounting firm. As part of its oversight responsibilities, the Audit Committee has:

reviewed and discussed with the Company’s internal auditors and independent registered public accounting firm, with and without management present, their evaluations of the Company’s internal accounting controls and the overall quality of the Company’s financial reporting;

reviewed and discussed with management and the independent registered public accounting firm the Company’s audited financial statements as of and for the year ended June 30, 2017;

discussed with the independent registered public accounting firm the matters required to be discussed by AS 1301: Communications with Audit Committees of the Public Company Accounting Oversight Board; and

received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.
Based on the reviews and discussions above, the Audit Committee recommended to the Board that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2017 for filing with the SEC. The Audit Committee, subject to ratification by the stockholders, has selected Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2018.
The Audit Committee is governed by a written charter. The Board has determined that all of the members of the Audit Committee are independent and financially literate as defined by the applicable standards. The Board has also determined that all of the members of the Audit Committee qualify as financial experts as defined by the SEC rules adopted pursuant to the Sarbanes-Oxley Act of 2002.
Members of the Audit Committee:
I. Edgar Hendrix, Audit Committee Chairman
John D. Chandler, Audit Committee Member (appointed in June 2017)
Tom E. Maxwell, Audit Committee Member
Jim W. Mogg, Audit Committee Member
John W. Gibson, Audit Committee Member
Martha Z. Carnes, Audit Committee Member (appointed in July 2017)
Fees of Independent Registered Public Accounting Firm
Fees billed for audit services in fiscal 2017 and 2016 include fees associated with the annual audit, the reviews of our quarterly reports on Form 10-Q, the audit of our internal controls, and services performed in connection with other filings with the SEC. Fees billed for other services in fiscal 2017 represent amounts paid for acquisition related services in connection with the Houston Interests acquisition which is more fully described in Note 2 of the Company's fiscal 2017 Form 10-K and Annual Report.
 
 
 
Deloitte & Touche LLP
 
 
Fiscal 2017
 
Fiscal 2016
Audit Services
 
$
1,436,900

 
$
1,330,387

Other Services
 
343,303

 

Total
 
$
1,780,203

 
$
1,330,387


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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


Audit Committee Pre-Approval Policy
The Audit Committee’s policy is to pre-approve all audit, audit-related, tax and permissible non-audit services provided by the independent registered public accounting firm on a periodic basis up to a specified dollar amount in order to assure that the provision of such services does not impair the auditor’s independence. If the dollar amount of any anticipated services is expected to exceed the predetermined limit, pre-approval of the Audit Committee is required.
PROPOSAL NUMBER 2:
Ratification of Selection of Independent Registered Public Accounting Firm
Pursuant to the Sarbanes-Oxley Act of 2002, the Audit Committee of the Board of the Company has been charged with the exclusive power and authority to engage or terminate the independent registered public accounting firm. The Audit Committee of the Board has engaged the firm of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018. Deloitte & Touche LLP has served as independent auditors for the Company since January 2006.
A proposal will be presented at the Annual Meeting asking the stockholders to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm. If the stockholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee will reconsider the appointment.
A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting and will have an opportunity to make a statement, if he or she desires to do so, and to respond to appropriate questions from those attending the meeting.
The affirmative vote of holders of a majority of the shares of common stock present in person or represented by proxy at the Annual Meeting is required for the adoption of this proposal. The Board unanimously recommends that the stockholders vote “For” ratification of Deloitte & Touche LLP’s engagement.
EXECUTIVE OFFICER INFORMATION
Executive Officer Biographies
In addition to Mr. Hewitt, the Company’s President and Chief Executive Officer, who serves on the Board and whose biographical information is set forth under the caption, “Nominated Director Biographies,” the executive officers of the Company are:
Joseph F. Montalbano, age 68, has served as Vice President and Chief Operating Officer since May 2008. From 2002 to 2008, Mr. Montalbano served as Senior Vice President – Senior Project Director Energy Sector of Black & Veatch, where he was responsible for all construction projects under his direction. Prior to working at Black & Veatch, from 1972 to 2002 Mr. Montalbano served numerous project management roles with a national construction firm serving the energy sector. Mr. Montalbano holds a Bachelor of Science degree in Electrical Engineering and a Masters of Science degree in Electrical Engineering from Polytechnic Institute of Brooklyn. He earned a Masters in Business Administration degree from New York Institute of Technology and is registered as a Professional Engineer in multiple states.
Kevin S. Cavanah, age 52, has served as Vice President – Finance, Chief Financial Officer and Secretary for the Company since December 2010 and as Treasurer since December 2013. Mr. Cavanah served as Vice President, Accounting and Financial Reporting for the Company from August 2007 to December 2010 and as Controller from April 2003 to December 2010. Prior to joining the Company, Mr. Cavanah served as an Accounting Manager for Williams Communications from 2001 to 2003 and as an Accounting Manager for The Williams Companies, Inc. from 1998 to 2001. Prior to joining The Williams Companies, Inc., Mr. Cavanah served as an Audit Manager for Ernst & Young, LLP. Mr. Cavanah has a Bachelor of Science in Business Administration degree in Accounting from the University of Arkansas.
James P. Ryan, age 62, has served as President, Matrix Service Inc., one of the Company's principal operating subsidiaries, since August 2005. He previously served the Company as Chief Operating Officer from October 2004 to August 2005 and as Vice President of Matrix Service Inc. from October 1999 to October 2004. Prior to joining the Company, Mr. Ryan worked for Gibraltar Construction Company from January 1993 to September 1999 providing construction management services. Previous employers include MW Kellogg, Kiewit Industrial Company and Hoffman Construction Company. Mr. Ryan also previously provided independent consulting services to the power industry. Mr. Ryan graduated from Purdue University with a degree in Civil Engineering.

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PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


Jason W. Turner, age 46, has served as President, Matrix North American Construction, since December 2013. He previously served as Vice President, Corporate Development and Treasurer for Matrix Service Company from August of 2012 to December 2013 and as Vice President and Treasurer from May 2010 to August 2012. Prior to that, Mr. Turner served as Director of Finance for Matrix Service Company from March 2006 to May 2010. Prior to joining the Company, Mr. Turner served as Vice President Credit Products Officer for Bank of America. From May 1996 to February 2005, Mr. Turner held various positions with Gemstar-TV Guide including Vice President of Finance for TV Guide Networks. Prior to 1996, Mr. Turner worked for the Federal Reserve Bank and in commercial banking. Mr. Turner has a Bachelor of Science Degree in Finance from Oklahoma State University and an MBA from the University of Tulsa.
Nancy E. Austin, age 50, has served as Vice President, Strategic Services and Administration for the Company since August 2016 and Vice President, Human Resources from January 2006 to August 2016. Mrs. Austin served as Director of Human Resources from September 2000 to January 2006. Prior to joining the Company, Mrs. Austin worked for TV Guide, Samson Resources and Villareal & Associates specializing in human resource management, employee relations, and consulting. Mrs. Austin holds a Bachelor of Science degree in Political Science from Oklahoma State University and is a certified Professional in Human Resources. She is also a member of the Society for Human Resource Management and World-at-Work.
Rick J. Bennett, age 52, joined the Company as Vice President and Chief Information Officer in October 2014. Prior to joining Matrix, Rick served ten years as the Chief Information Officer at T.D. Williamson based in Tulsa, Oklahoma. Prior to that, he held leadership positions in information technology at Blue Cross Blue Shield of Oklahoma, Blakely Crop Hail Insurance, National Farmers Organization, Taylor Ball Construction Management and The Principal Financial Group. Mr. Bennett holds an Executive Certificate from the Massachusetts Institute of Technology (MIT) Sloan School of Management, a Bachelor of Business degree with emphasis in Management Information Systems from Western Illinois University, and is currently pursuing his Masters of Energy Business degree at the University of Tulsa.  Early in his career he served in the United States Navy as an Interior Communications Electrician.
Justin D. Sheets, age 39, has served as Vice President, Legal and Risk Management since October of 2014. Mr. Sheets has also served as the Corporate Compliance Officer since September of 2015. From July 2013 to October 2014, Mr. Sheets served as Senior Director, Legal and Risk Management. Between November 2011 and July of 2013, Mr. Sheets served as Director, Risk Management and from June 2010 until November of 2011, Mr. Sheets served as Staff Counsel. Mr. Sheets began his career with Matrix Service Company in 2002. From 2002 to 2008 and since 2010, Mr. Sheets served in a variety capacities of increasing responsibility. Mr. Sheets provided consulting services to the Company between 2008 and 2010 while he also consulted with Conway, McKenzie and Dunleavy representing construction clients with a primary focus on mergers and acquisitions, restructuring and liquidations. Mr. Sheets holds a Bachelor of Science Degree in Environmental Health and Safety Sciences from Indiana State University and a Juris Doctorate from the University of Tulsa and is licensed to practice law in the State of New Jersey.
Bradley J. Rinehart, age 53, has served as President, Matrix PDM Engineering since December 2016. He previously served as Vice President, Matrix Service Inc. from May 1997 to November 2016, Regional Manager for the Michigan Tank Construction Region ("Michigan Region") from 1991 to April 1997, Operations Manager of the Michigan Region from 1990 to 1991, and as a project manager in the Michigan Region from 1988 to 1989. Mr. Rinehart holds a Bachelor of Science Degree in Construction Science from the University of Oklahoma.

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COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
This Compensation Discussion and Analysis explains our compensation philosophy, objectives and practices in place for our President and Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”) and our other named executive officers (collectively, the “Named Executive Officers”) during fiscal 2017. Compensation for our Named Executive Officers is determined by the Compensation Committee of the Board (the “Committee”) and is supported by market data and advice from an independent compensation consultant retained by the Committee, Meridian Compensation Partners, LLC (“Meridian”).
There were no changes to the Company's Named Executive Officers in fiscal 2017. They continue to be the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer and the presidents of the Company's two largest operating companies.
Summarized below are the highlights of key decisions and actions taken regarding the compensation of our Named Executive Officers in fiscal 2017. These actions were approved by the Committee with advice from Meridian and are consistent with our stated compensation philosophy.

Base Salaries: Consistent with normal practice, the Committee reviewed Named Executive Officer compensation at the August 2016 meeting. In determining base salary adjustments, the Committee considered many factors including market data provided by Meridian, the Company's financial and safety performance in fiscal 2016 and the absence of salary increases in fiscal 2016. Based on these factors, the Committee approved a salary increase of 5% for the COO, 4% for the CFO, and 10% and 15% for the operating company presidents. The Committee elected not to increase the base salary of the CEO.

Fiscal 2017 Short-Term Incentive Compensation Targets: The Committee increased the target bonus opportunity as a percentage of base compensation from 65% to 75% for the COO and CFO and from 60% to 75% for the operating company presidents. No changes were made to the target bonus opportunity as a percentage of base compensation for the CEO. The fiscal 2017 plan metrics were based on the achievement of various financial and safety goals. The achievement of the financial goals determine 85% of the payout while the achievement of the safety goals determine the remaining 15%. In addition, the Company must earn a minimum of 50% of its budgeted pre-tax operating income before any bonuses are paid with respect to financial targets.

Fiscal 2017 Short-Term Incentive Compensation Performance: Although the Company did achieve record safety performance, it did not achieve in excess of 50% of budgeted pre-tax operating income. Therefore, no financial incentives were earned. Additionally, despite record safety performance, the Committee also chose not to pay incentives with respect to the safety goals in light of the near breakeven earnings performance.

Fiscal 2016 Cash-Based Long-Term Incentive Award Payout: The cash-based portion of the fiscal 2016 long-term incentive award was based on the average Return on Invested Capital for fiscal 2016 and 2017. The fiscal 2016 Return on Invested Capital was 13.0% and the fiscal 2017 Return on Invested Capital was 1.0%. This financial performance resulted in an average Return on Invested Capital of 7.0% which is below the threshold level; therefore, no payout was earned.

Fiscal 2017 Long-Term Incentive Awards: The fiscal 2017 long-term incentive target opportunity was increased from 125% to 140% of base compensation for the COO and CFO. There were no changes to the target long-term incentive opportunity for the remaining Named Executive Officers. The actual long-term incentive awards for fiscal 2017 were comprised of the following:
 
One-third of the award consisted of service-based restricted stock units (“RSUs”). Restrictions on the RSUs lapse in four equal annual installments, subject to continued employment with us;

One-third of the award consisted of performance units. Award recipients may receive anywhere from zero to two shares of our common stock for each performance unit on the third anniversary of the date of the award depending on the Company’s relative Total Shareholder Return in comparison to the Total Shareholder Return of a peer group of companies; and

One-third of the award consisted of a cash-based long-term incentive award. The payout for the cash-based LTI award will range from zero to 150% of the target payout and is based on the Company’s average Return on Invested Capital for fiscal years 2017 and 2018.

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Compensation Philosophy and Objectives
We are focused on building and maintaining a sustainable business model that consistently delivers superior returns to our stockholders. To be successful, we must attract, retain and motivate key talent to provide the needed leadership capabilities to develop and execute our business strategy. Our compensation philosophy and approach is designed to support these objectives.
Our compensation philosophy is to provide the opportunity for outstanding compensation when superior performance is demonstrated. This pay-for-performance philosophy is reflected in each aspect of the compensation package for executive officers and other management team members. All components of compensation for executive officers and key management are reviewed periodically to ensure consistency with our compensation philosophy and to verify that the overall level of compensation is competitive. We use the following principles in the design and administration of our executive compensation program:

Competitiveness – Our compensation programs are designed to ensure we can attract, motivate and retain the talent needed to lead and grow the business. Targets for base salary, short-term and long-term compensation are generally based on median (50th percentile) market levels.

Support Business Objectives, Strategy and Values – Ultimately our compensation program is designed to drive the achievement of short and long-term business objectives, support the creation of long-term value for our stockholders, and promote and encourage behavior consistent with our core values and guiding principles.

Pay for Performance – While we establish target pay levels at or near the median or 50th percentile market levels for target level performance, our plans provide the opportunity for significantly greater rewards for outstanding performance. At the same time, performance that does not meet expectations is not rewarded.

Individual Performance – In addition to company-wide, business unit and operating unit measures, our programs emphasize individual performance and the achievement of personal objectives.

Integrated Approach – We look at compensation in total and strive to achieve an appropriate balance of immediate, annual and long-term compensation components, with the ultimate goal of aligning executive compensation with the creation of long-term stockholder value.
Our executive compensation program is administered by the Committee. The role of the Committee is to provide oversight and direction to ensure the establishment of executive compensation programs that are competitive in nature, enable us to attract top talent, and align the interests of our executive officers and our stockholders.
The Committee is supported by our Vice President, Strategic Services and Administration in the design, review and administration of our executive compensation programs. The Committee engaged Meridian to evaluate executive officer compensation and Company practices in relation to other companies and to provide associated recommendations.

The CEO considers all relevant information and provides recommendations to the Committee regarding compensation for review, discussion and approval for all executive officers with the exception of himself. The Committee establishes CEO compensation. The Committee reviews the performance and approves the compensation of the executive officers based on the CEO’s recommendations, and then reviews the performance and establishes appropriate compensation for the CEO in executive session without the CEO present.
In implementing our compensation philosophy, the Committee also compares our CEO’s total compensation to the total compensation of the other Named Executive Officers. However, the Committee has not established a targeted level of difference between the total compensation of the CEO and the median total compensation level for the next lower tier of management. The Committee also considers internal pay equity among the other Named Executive Officers, and in relation to the next lower tier of management, in order to maintain compensation levels that are consistent with the individual contributions and responsibilities of those officers.

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Committee Consideration of the 2016 Stockholder Vote on Executive Compensation

We conducted our advisory vote on executive compensation last year at our 2016 annual meeting. While this vote was not binding on us, we believe that it is important for our stockholders to have an opportunity to vote on this proposal on an annual basis as a means of expressing their views regarding our executive compensation philosophy, our compensation policies and programs, and our decisions regarding executive compensation, all as disclosed in our proxy statement. The Committee values the opinions of our stockholders and, to the extent there is any significant vote against the compensation of our Named Executive Officers, we will consider our stockholders’ concerns, and the Committee will evaluate whether any actions are necessary to address those concerns.

The Committee has reviewed the voting results from the advisory vote on executive compensation (commonly known as a say-on-pay proposal) conducted at our 2016 Annual Meeting of Stockholders. At this meeting, nearly 95% of the votes cast on the say-on-pay proposal were in favor of our Named Executive Officers' compensation as disclosed in our proxy statement for that meeting. The Committee determined that, given the high level of support, no changes to our executive compensation policies and decisions were necessary based on last year’s voting results. The Committee intends to continue making executive compensation decisions with a focus on aligning pay with performance and promoting stockholder value.
Key Elements of Executive Compensation
The primary elements of our executive compensation program include:
Base Salary;
Annual/Short-Term Cash Incentive Compensation;
Long-Term Incentive Compensation;
Other Benefits; and
Change of Control Agreements.
The Compensation Committee engages a compensation consultant on a bi-annual basis to ensure that the Company's compensation package is consistent with that of its competitors. The Committee engaged Meridian in fiscal 2017 to evaluate the mix of targeted compensation and the other incentive programs that we offer. Meridian was engaged exclusively by the Committee and does not provide other services to the Company or senior management. The Committee has assessed the independence of Meridian pursuant to SEC rules and concluded that Meridian's work for the Committee does not raise any conflict of interest.
The Committee evaluated the competitiveness of the compensation package offered to our executives in both form and structure. Meridian’s executive compensation practices analysis included a review of general industry survey data and of proxy information and other public filings for the following companies:
 
 
Aegion Corp.
 
MasTec Inc.
 
Babcock & Wilcox Co.
 
Mistras Group Inc.
 
Dycom Industries Inc.
 
MYR Group Inc.
 
Emcor Group Inc.
 
Primoris Services Corporation
 
Granite Construction, Inc.
 
Quanta Services Inc.
 
Great Lakes Dredge and Dock CP
 
Sterling Construction Co. Inc.
 
KBR Inc.
 
Team Inc.
 
Layne Christensen Co.
 
Willbros Group, Inc.
Base Salary
Base salary is the foundation of our executive compensation package. Our practice in establishing executive base salary, and that for other managers and employees, is to determine the market median, "or 50th percentile” among comparable companies. This data was provided by Meridian. Base salary is then established based on the Named Executive Officer’s responsibilities, role in the organization, level and type of work experience, and individual and business performance. We expect to continue to engage a compensation consultant to review and provide competitive market pay data on no less than a bi-annual basis.

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We utilize a market-based job evaluation system to establish and ensure equitable, competitive pay levels throughout the organization. Salary grades and ranges are established by evaluating positions based on the external market data and internal equity. All of our employees, including the Named Executive Officers, are assigned to a salary grade. Broad ranges of salary are associated with each grade.
Base salary and salary grade also play a factor in determining other short- and long-term incentive compensation awards. Short-and long-term target incentive awards are set at a percentage of base salary.
Consistent with the Committee's normal practice of reviewing executive compensation, Meridian's observations and recommendations regarding the competitiveness of executive compensation were presented to the Committee at the August 2016 meeting. The Committee approved salary adjustments, which were based on the Company's compensation philosophy of competitiveness and individual and business performance. The Committee's decisions are discussed below:

John R. Hewitt - Chief Executive Officer: The Committee concluded that Mr. Hewitt's fiscal 2016 performance was very strong. The Committee then concluded, based on the Meridian study, which indicated that Mr. Hewitt's base salary was slightly in excess of the peer group median, that no change to his base salary was warranted. It remained unchanged at $750,000.

Joseph F. Montalbano - Chief Operating Officer: The Meridian study indicated that Mr. Montalbano's base salary was $40,500 below the median. Based on Mr. Montalbano's performance and his base salary relative to our peer companies, Mr. Hewitt recommended a base salary increase of 5.0% or $23,625. The Committee approved Mr. Hewitt's recommendation and Mr. Montalbano's base salary was increased from $472,500 to $496,125 effective September 1, 2016.

Kevin S. Cavanah - Chief Financial Officer: The Meridian study indicated that Mr. Cavanah's base salary was near the median. Based on Mr. Cavanah's strong performance the Committee approved an increase to base salary of 4.0%, or $16,698, from $417,450 to $434,148, effective September 1, 2016.

James P. Ryan - President Matrix Service Inc.: The Meridian study indicated that Mr. Ryan's base salary was well below the median. Based on Mr. Ryan's strong performance and his base salary relative to our peers, Mr. Hewitt recommended an increase of 10.0%, or $38,300. The Committee approved Mr. Hewitt's recommendation and Mr. Ryan's base salary was increased from $383,000 to $421,300 effective September 1, 2016.

Jason W. Turner - President Matrix North American Construction: The Meridian study indicated that Mr. Turner's base salary was significantly below the median. Based on Mr. Turner's performance and his base salary relative to our peers, Mr. Hewitt recommended an increase of 15.0%, or $51,615. The Committee approved Mr. Hewitt's recommendation and Mr. Turner's base salary was increased from $344,100 to $395,716 effective September 1, 2016.
Annual/Short-Term Incentive Compensation
Our annual/short-term incentive compensation plan is designed to offer the opportunity for substantial annual cash incentive awards for delivering outstanding performance. Rewards under our short-term incentive compensation plan are based on overall company, business unit and individual performance, as compared to pre-established objectives that are tied to enhancement of stockholder value. Our short-term incentive compensation objectives are designed to:
support and drive performance toward achieving our strategic objectives;
emphasize overall company and business unit performance in the structuring of reward opportunities;
motivate and reward superior performance; and
provide incentive compensation opportunities that are competitive with the industry.
The base calculation of incentives is generally tied to objective measures for financial and safety performance. Incentives for executive officers other than the CEO in the form of targeted percentages of base salary are recommended by the CEO and reviewed and approved by the Committee, which is free to reject or revise the CEO’s recommendations. The targeted incentive compensation percentage of base salary for the CEO is determined solely by the Committee in executive session, without the CEO present.
For fiscal 2017, the Committee approved, at the August 2016 meeting, the following key provisions of the annual/short-term incentive compensation plan:
If 50% of budgeted fiscal 2017 pre-tax operating income is not achieved, the Committee is not obligated to make any payments relating to financial metrics under the plan. Payouts relating to safety metrics may be paid regardless of financial performance.

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Incentives would be weighted at 85% for performance against financial metrics and 15% for performance against safety metrics.
Financial incentives would be based on the following:
operating income; and
working capital management.
Safety incentives would be based on the following:
Total Recordable Incident Rate, or “TRIR”;
quality and depth of the investigation of safety incidents; and
implementation of corrective actions identified in safety audits.

Payout of the short-term incentives attributable to operating income for Messrs. Hewitt, Cavanah and Montalbano would be based on a combination of the Company's consolidated performance and the performance of the individual operating companies. The payout attributable to working capital management and safety would be based on consolidated results.

Payout of short-term incentives for Messrs. Ryan and Turner would based on a combination of the Company's consolidated performance and the performance of the applicable operating company with respect to operating income and the applicable operating company performance with respect to working capital management and safety.
Once the Committee approved the incentive metrics, Threshold, Target and Maximum levels of performance were defined.
Target short-term payouts for fiscal 2017 were established for each of the Named Executive Officers. Mr. Hewitt's target remained at 100% of his base salary, Messrs. Montalbano's and Cavanah's targets increased from 65% to 75% of their respective base salaries and Messrs. Ryan's and Turner's targets were increased from 60% to 75% of their respective base salaries.
Incentive targets for the Named Executive Officers are as follows:
Safety performance targets, which represent 15% of the total incentive opportunity, were established based on the safety criteria discussed above. The specific criteria were as follows:
 
Threshold
 
Target
 
Maximum
TRIR
0.65
 
0.55
 
0.37
Quality and depth of the investigation of safety incidents
70.0%
 
80.0%
 
90.0%
Safety audit corrective action implementation
70.0%
 
80.0%
 
90.0%
The financial incentive tied to pre-tax operating income represents 75% of the total bonus opportunity for the Named Executive officers. The specific pre-tax operating income criteria at the consolidated level were as follows:
 
Minimum
 
Threshold
 
Target
 
Maximum
 
in millions
Pre-tax operating income
$39.1
 
$43.0
 
$55.8
 
$67.0
Percentage of fiscal 2017 budgeted amount
70.0%
 
77.0%
 
90.0%
 
120.0%
Percentage of target bonus earned
25.0%
 
50.0%
 
100.0%
 
150.0%
Ten percent of the total bonus opportunity is tied to the achievement of Net Working Capital targets. The Net Working Capital percentage is based on the ratio of certain working capital accounts to revenue. The specific criteria are as follows: Threshold - 8.0%; Target - 6.0%; and Maximum - 4.0%. The incentive attributable to Net Working Capital is measured at the consolidated level for Messrs. Hewitt, Montalbano and Cavanah and at the applicable operating company level for Messrs. Ryan and Turner.
The Committee evaluated actual results in each category against the applicable financial and safety goals:
Financial: In fiscal 2017, we achieved pre-tax operating income of $4.9 million. This level of pre-tax operating income is less than the 50% necessary to earn payments based on financial performance. The fiscal 2017 Net Working Capital percentage was 9.7% which was below the threshold amount.

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Safety: In fiscal 2017, we achieved a TRIR of 0.49, 80% on the quality and depth of safety incident investigations, and 97% on the implementation of corrective actions identified in safety audits. These results are between target and maximum on TRIR, at the target level of performance on the quality and depth of safety incident investigations and at the maximum level of performance on safety audit corrective action implementation.
In spite of our exceptional safety performance in fiscal 2017, due to the financial performance of the Company, the Committee concluded that no payouts would be made on the safety incentives.
Performance measures are established shortly after the beginning of the fiscal year and do not include the impact of any acquisitions, positive or negative, completed within the fiscal year. However, it is anticipated that the Committee would evaluate any acquisitions which may be completed during the fiscal year on a case-by-case basis to determine their impact on the plan and adjust performance measures appropriately. In addition, the Committee has negative discretion with respect to actual payout of annual short term incentive awards and can reduce awards regardless of whether performance targets are achieved.
The Annual/Short-Term Incentive Compensation Plan is reviewed and evaluated periodically to ensure that it meets our objectives and may be modified, discontinued or replaced based on our changing objectives and requirements.
Long-Term Incentive Compensation
The purpose for providing long-term incentive compensation to executive officers is to tie executive rewards directly to the enhancement of long-term stockholder value and Company profitability. Offering the opportunity for executive officers and other key members of management to earn an ownership position in the Company along with a long-term cash incentive enables us to remain competitive and attract, retain and motivate top executive and management talent. We believe that long-term incentive awards help to create and maintain a long-term perspective among executive officers and provide a direct link between executive compensation and our long-term growth and profitability. However, we also understand that equity awards create dilution in our earnings per share and therefore, believe that a portion of our long-term incentive compensation should be in the form of cash.
The Committee believes that a combination of service-based RSUs and performance units are the most appropriate forms of equity awards to achieve our stated objectives. RSUs strongly and directly link management and stockholder interests. As a full value award, RSUs are less dilutive to stockholders than stock options, since we are able to issue fewer shares in order to attain the desired level of equity compensation for our executive officers and managers. Under the long-term incentive program, all awards are issued on an annual basis. A portion of the annual award is in the form of service-based RSUs that vest over a specified period of time. Service-based shares are an excellent tool to promote executive officer and management retention. The second portion of the award is in the form of performance units with performance criteria that link the realized value of the equity reward to achievement of stockholder value. Finally, the remaining portion of the award is cash-based and includes performance incentives tied to achievement of important strategic goals. Specific, individual grants vary by level and role in the organization. The amount of each award corresponds to the respective salary grade for each executive officer and manager.
Long-term incentive awards are reviewed and evaluated periodically to ensure that they continue to meet our objectives and may be modified, discontinued or replaced based on the changing objectives and requirements of the Company. The Committee reviewed the long-term incentive plan in August 2016 in connection with the grant of fiscal 2017 long-term incentive awards and recommended no significant changes. The Committee's review carefully considered the Meridian study, trends of our peer companies, compensation objectives of retention and value creation, and the objective of conserving shares available for grant under our equity incentive plan and reducing earnings dilution.
The Committee approved the following structure for the fiscal 2017 long-term incentive grant:
One third of the grant consisted of service-based RSUs. Vesting will occur evenly over a four-year period beginning on the first anniversary of the grant date, so long as the Named Executive Officer remains continuously employed by us through each vesting date.
One third of the grant is in the form of performance units. The performance units cliff vest on the third anniversary of the grant. The shares of Company common stock received can vary from zero to two for each performance unit based on the relative Total Shareholder Return of the Company's common stock as compared to the Total Shareholder Return of a group of peer companies over the vesting period. The potential award levels are as follows:

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Shareholder Return Goal
 
Total Shareholder Return
 
Shares of Common Stock for Each Performance Unit
Threshold
 
25th percentile of Peer Group
 
0.25
Above Threshold
 
35th percentile of Peer Group
 
0.50
Target
 
50th percentile of Peer Group
 
1.00
Above Target
 
75th percentile of Peer Group
 
1.50
Maximum
 
90th percentile of Peer Group
 
2.00
The peer group for the fiscal 2017 performance unit award was as follows:
 
Aegion Corp.
 
Layne Christensen Co.
 
Babcock and Wilcox Enterprises
 
MasTec, Inc.
 
Chicago Bridge & Iron Company N.V.
 
Mistras Group, Inc.
 
Dycom Industries Inc.
 
MYR Group Inc.
 
Emcor Group, Inc.
 
Primoris Services Corporation
 
Granite Construction, Inc.
 
Quanta Services, Inc.
 
Great Lakes Dredge and Dock Corporation
 
Sterling Construction Company, Inc.
 
Jacobs Engineering Group Inc.
 
Team, Inc.
 
KBR, Inc.
 
Willbros Group, Inc.
The remaining one-third of the grant was a performance-based award to be paid in cash. The award cliff vests after two years and is based on the Average Return on Invested Capital ("AROIC") achieved by the Company over fiscal years 2017 and 2018. The threshold AROIC goal is 13%, the target AROIC goal is 15% and the maximum AROIC goal is 17%. At these performance levels, the payouts would be 50%, 100% and 150% of the target award.
Grants made during fiscal 2017 to our Named Executive Officers are shown in the Grants of Plan-Based Awards table under the caption "Executive Officer Compensation".
Perquisites and Other Benefits
Our executive officers do not receive significant compensation in the form of perquisites or supplemental benefits. In general, our executive officers are eligible to participate in the same retirement and health and welfare plans as all of our other eligible employees. We offer the following benefits to executive officers.
We sponsor the Matrix Service Company 401(k) Savings Plan, which allows executive officers and other employees to contribute up to 100% of their salary (up to the annual IRS maximum). The Company’s safe harbor matching contribution is a 100% matching contribution on salary deferrals up to the first 3% of compensation and 50% on the next 2% of compensation deferred. All matching contributions are 100% vested at all times. Executive officers participate and receive benefits under the plan in the same manner as all other eligible participants. We do not sponsor or maintain any other pension, deferred compensation or other supplemental retirement plans for executive officers.
In addition to the group term life insurance policy offered to all eligible employees, we provide additional life insurance to our executive officers, at no cost to the officer.  Specifically, the Company provides a term life insurance policy equal to two times base salary up to a maximum of $1.5 million.  For the CEO, additional corporate term life insurance policies of $500,000 with the Company as the beneficiary and $500,000 with a designee of the CEO as the beneficiary are provided.
The Company provides long-term disability to all administrative employees. Under this plan, the employee may receive disability payments of up to 60% of their base salary subject to a maximum of $12,000 per month. The Company also provides a supplemental executive long-term disability plan to the Named Executive Officers. Under the plan, the Named Executive Officers may receive disability payments of up to 60% of the sum of their base salary and the average of their prior two years short-term incentive cash bonuses. The supplemental plan also increases the benefit up to a maximum of $20,000 per month.
In addition to the company-provided life insurance policies described above, all executive officers, along with other eligible employees and managers, have the option to purchase supplemental life insurance for themselves, their spouses and dependents.

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Change of Control/Severance Agreements
We have entered into Change of Control/Severance Agreements with each of our Named Executive Officers. These agreements are designed to promote stability, continuity and focus for key members of leadership during periods of uncertainty that may be created by change of control situations. Additionally, the use of such agreements is a competitive practice that enhances our ability to attract and retain leadership talent. For further details regarding our Change of Control/Severance Agreements, see the discussion under the caption “Potential Payments Upon Termination or Change of Control.”
Clawback Policy
Consistent with the principles of responsible oversight, the Company’s Board has adopted a clawback policy, and the Company’s equity award agreements also include a clawback provision. The clawback policy provides that, to the extent permitted by law, if the Board, with the recommendation of the Committee, determines that:

any bonus, equity award, equity equivalent award or other incentive compensation has been awarded or received by an executive officer, and such compensation was based on the achievement of any financial results that were subsequently the subject of any material restatement of our financial statements filed with the SEC;
the executive officer engaged in grossly negligent or intentional misconduct that caused or substantially caused the material restatement; and
the amount of the compensation would have been less had the financial statements been correct,
we will seek to recover from the executive officer such compensation, in whole or in part, as we deem appropriate under the circumstances. The Board has sole discretion in determining whether an officer’s conduct has or has not met any particular standard of conduct under law or Company policy.
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, which was signed into law on July 21, 2010, the SEC was directed to issue rules requiring the national securities exchanges to amend their listing standards to require listed companies to adopt mandatory clawback policies. The Company anticipates that it will modify its clawback policy to conform to the requirements of any such rules or listing requirements upon their adoption.
Policy on Hedging and Pledging of Company Securities

Hedging transactions may permit a director, officer or employee to continue to own our securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as our other stockholders. Our Insider Trading Policy specifically prohibits our directors, Named Executive Officers and other employees from engaging in any hedging activities with respect to our securities.
Securities held in a margin account as collateral for a margin loan may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non-public information or otherwise is not permitted to trade in the Company’s securities, our Insider Trading Policy prohibits directors, Named Executive Officers and other employees from holding our securities in a margin account or otherwise pledging our securities.
Compensation Program as it Relates to Risk
We have reviewed our compensation policies and practices for both executives and non-executives as they relate to risk and have determined that they are not reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, we considered the various elements of our compensation program that are designed to help mitigate excessive risk taking, including:

Components of Compensation: We use a mix of compensation elements including base salary, short-term incentives and long-term incentives to avoid placing too much emphasis on any one component of compensation.
Short-term Incentive Compensation: Our short-term incentive compensation plan does not allow for unlimited payouts. For fiscal 2017, short-term incentive payments cannot exceed 150% of target levels.
Long-term Incentive Awards: Our long-term incentive awards drive a long-term perspective and vest over a period of four years. Our performance-based long-term incentive awards are capped and cannot exceed 200% of target levels.
Committee Oversight: The Committee reviews and administers all awards under short- and long-term incentive plans.
Performance Measures: Our performance goal setting process is aligned with our business strategy and the interests of our stockholders.

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Clawback Policy: We have the ability to recover excess incentive-based compensation awarded to any of our executive officers as a result of an accounting restatement due to material non-compliance with the reporting requirements under federal securities laws in certain circumstances.
Stock Ownership Guidelines: Our stock ownership guidelines require our senior management to maintain a significant portion of their personal wealth in our common stock for the duration of their employment with our Company.
Our compensation program is designed to motivate our Named Executive Officers and other Company officers to achieve business objectives that generate strong stockholder returns and to encourage ethical behaviors.
Equity Ownership Guidelines
The Board believes that our executive officers should demonstrate their commitment to, and belief in, the Company’s long-term profitability. Stock ownership more closely aligns our executive officers’ interests and actions with the interests of the Company’s stockholders. Accordingly, each officer is expected to maintain a significant investment in the Company through the ownership of our common stock. See the discussion under the caption “Security Ownership of Certain Beneficial Owners and Management -- Equity Ownership Guidelines” for a description of our guidelines.
Report of the Compensation Committee of the Board
The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
Members of the Compensation Committee:
John W. Gibson, Chairman
I. Edgar Hendrix
Tom E. Maxwell
Jim W. Mogg
John D. Chandler (appointed in June 2017)
Martha Z. Carnes (appointed in July 2017)

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EXECUTIVE OFFICER COMPENSATION
The following tables set forth certain information regarding compensation of the Chief Executive Officer, the Chief Financial Officer, and each of the Company’s three other most highly compensated executive officers who were serving as executive officers at June 30, 2017 for services in all capacities to the Company and its subsidiaries. The executive officers listed below are referred to collectively as the Named Executive Officers, or “NEOs”.
Summary Compensation Table
The following table sets forth information with respect to the total compensation of the Named Executive Officers in fiscal 2017, 2016, and 2015:
 
Name and
Principal Position
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($) (1)
 
Option
Awards
($) (1)
 
Non-Equity
Incentive Plan
Compensation
($) (2)
 
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
 
All Other
Compensation
($)
 
Total
($)
John R. Hewitt
 
2017
 
750,000

(4)

 
1,462,103

 

 

 

 
27,260

(3)
2,239,363

Chief Executive Officer
 
2016
 
750,000

(4)

 
1,352,411

 

 
129,701

 

 
27,111

 
2,259,223

 
 
2015
 
729,904

(4)

 
1,406,665

 

 
203,379

 

 
25,276

 
2,365,224

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Joseph F. Montalbano
 
2017
 
491,127

(4)

 
541,619

 

 

 

 
32,917

(3)
1,065,663

Chief Operating Officer
 
2016
 
472,500

(4)

 
426,020

 

 
53,111

 

 
29,537

 
981,168

 
 
2015
 
467,740

(4)

 
443,085

 

 
73,417

 

 
31,689

 
1,015,931

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kevin S. Cavanah
 
2017
 
430,616

(4)

 
473,971

 

 

 

 
24,746

(3)
929,333

Chief Financial Officer
 
2016
 
417,450

(4)

 
376,381

 

 
46,925

 

 
23,127

 
863,883

 
 
2015
 
405,932

(4)

 
391,499

 

 
63,750

 

 
23,716

 
884,897

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
James P. Ryan
 
2017
 
413,143

 

 
328,539

 

 

 

 
29,546

(3)
771,228

President—Matrix Service
 
2016
 
378,887

 

 
258,325

 

 
39,389

 

 
27,630

 
704,231

 
 
2015
 
354,546

 
78,042

(5)
268,709

 

 
61,150

 

 
27,123

 
789,570

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Jason W. Turner
 
2017
 
384,935

(4)

 
308,584

 

 

 

 
23,249

(3)
716,768

President—Matrix North American Construction
 
2016
 
344,100

(4)

 
248,193

 

 
33,550

 

 
21,072

 
646,915

 
 
2015
 
336,887

(4)

 
258,116

 

 
29,788

 

 
21,274

 
646,065

(1)
The amounts shown represent the grant date fair value for awards of RSUs and performance units granted during the period determined in accordance with FASB Accounting Standards Codification ASC Topic 718 – Compensation – Stock Compensation ("ASC718"). A portion of the awards that were granted in fiscal years 2015, 2016, and 2017 are subject to certain market conditions; accordingly, the grant date fair value of these awards is based upon the probable outcome of those conditions. Amounts have not been adjusted for expected forfeitures. For further information on the assumptions used in the valuation of these awards see Note 1 and Note 10 included in the Notes to Consolidated Financial Statements included in our fiscal 2017 Annual Report on Form 10-K. Using the maximum number of shares of stock issuable upon vesting of the performance units (200% of the performance units granted in fiscal 2017), the aggregate grant date fair value of the performance units awarded in fiscal 2017 would be: $1,263,908 for Mr. Hewitt, $468,200 for Mr. Montalbano, $409,722 for Mr. Cavanah, $284,004 for Mr. Ryan and $266,754 for Mr. Turner.
(2)
Represents amounts payable to the Named Executive Officer under the annual/short-term incentive compensation plan for the applicable fiscal year's performance and for the cash-based portion of the long-term incentive award that was earned in the applicable fiscal year. In fiscal 2017, no amounts were earned under the cash-based portion of the long-term incentive plan or under the annual/short-term incentive plan.
(3)
Represents amounts paid by us on behalf of the Named Executive Officer for life insurance and disability premiums and matching contributions to the Named Executive Officer’s account in our qualified 401(k) plan. Life insurance and disability premiums in fiscal 2017 totaled $19,160, $19,664, $13,170, $17,598, and $11,084 for Messrs. Hewitt, Montalbano, Cavanah, Ryan, and Turner, respectively. Matching contributions to our 401(k) plan in fiscal 2017 totaled $8,100, $13,253, $11,576, $11,948, and $12,165 for Messrs. Hewitt, Montalbano, Cavanah, Ryan, and Turner, respectively.
(4)
The base salary of Mr. Hewitt was unchanged in fiscal 2017. The base salaries shown for Messrs. Montalbano, Cavanah and Turner for fiscal 2017 represent their current base salaries of $496,125, $434,148 and $395,716, respectively, for the period from September 1, 2016 to June 30, 2017 and their prior base salaries for the period July 1, 2016 to August 31, 2016. The base salaries of Messrs. Hewitt, Montalbano, Cavanah and Turner were unchanged in fiscal 2016. The base salaries shown for Messrs. Hewitt, Montalbano, Cavanah and Turner for fiscal 2015 represent their base salaries of $750,000, $472,500, $417,500 and $344,100 respectively for the period from September 1, 2014 to June 30, 2015 and their prior base salaries for the period July 1, 2014 to August 31, 2014.
(5)
In recognition of Mr. Ryan's strong contribution to his operating company achieving its budgeted operating income in fiscal 2015, Mr. Ryan received a discretionary short-term incentive compensation bonus of $78,042, or 21.8% of his base salary at June 30, 2015. Mr. Ryan's bonus was based on record financial performance for his operating company. He did not receive any bonus attributable to the safety or consolidated operating income portions of the annual short-term incentive compensation plan or any bonus attributable to the long-term cash based AROIC plan.

33

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


Grants of Plan-Based Awards During Fiscal 2017
The following table sets forth information with respect to grants of plan-based awards in fiscal 2017 to the Named Executive Officers:
 
 
 
 
 
Estimated Future Payouts Under
Non-equity Incentive Plan
Awards
 
Estimated Future Payouts Under
Equity Incentive Plan
Awards (1)
 
All
Other
Stock
Awards: Number of
shares
of Stock or Units
(#) (2)
 
All Other
Option
Awards: Number of
Securities
Underlying Options
(#)
 
Exercise or Base
Price of
Option Awards
($/Sh)
 
Grant Date
Fair
Value of
Stock and Option Awards
($) (3)
 
Name
 
Grant
Date
 
Minimum
($)
 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Threshold
(#)
 
Target
(#)
 
Maximum
(#)
 
 
 
 
 
John R. Hewitt
 
8/23/2016
 
187,500

 
375,000

 
750,000

 
1,125,000

(4)

 

 

 

 

 

 

 
 
 
8/23/2016
 

 
312,500

 
625,000

 
937,500

(5)

 

 

 

 

 

 

 
 
 
8/23/2016
 

 

 

 

 
9,159

 
36,635

 
73,270

 
36,635

 

 

 
1,462,103

 
Joseph F. Montalbano
 
8/23/2016
 
93,023

 
186,047

 
372,094

 
558,141

(4)

 

 

 

 

 

 

 
 
 
8/23/2016
 

 
115,763

 
231,525

 
347,288

(5)

 

 

 

 

 

 

 
 
 
8/23/2016
 

 

 

 

 
3,393

 
13,571

 
27,142

 
13,571

 

 

 
541,619

 
Kevin S. Cavanah
 
8/23/2016
 
81,403

 
162,806

 
325,611

 
488,417

(4)

 

 

 

 

 

 

 
 
 
8/23/2016
 

 
101,301

 
202,602

 
303,903

(5)

 

 

 

 

 

 

 
 
 
8/23/2016
 

 

 

 

 
2,969

 
11,876

 
23,752

 
11,876

 

 

 
473,971

 
James P. Ryan
 
8/23/2016
 
78,994

 
157,988

 
315,975

 
473,963

(4)

 

 

 

 

 

 

 
 
 
8/23/2016
 

 
70,217

 
140,433

 
210,650

(5)

 

 

 

 

 

 

 
 
 
8/23/2016
 

 

 

 

 
2,058

 
8,232

 
16,464

 
8,232

 

 

 
328,539

 
Jason W. Turner
 
8/23/2016
 
74,197

 
148,394

 
296,787

 
445,181

(4)

 

 

 

 

 

 

 
 
 
8/23/2016
 

 
65,953

 
131,905

 
197,858

(5)

 

 

 

 

 

 

 
 
 
8/23/2016
 

 

 

 

 
1,933

 
7,732

 
15,464

 
7,732

 

 

 
308,584

 

(1)
Represents the number of shares which may be issued pursuant to fiscal 2017 performance unit awards to the Named Executive Officers that cliff vest three years after the grant date. The number of shares of common stock received upon vesting of the performance units will range between 0% and 200% of the number of performance units awarded as determined by the three-year Total Shareholder Return on the Company's common stock when compared to the Total Shareholder Return on the common stock of a group of peer companies selected by the Compensation Committee of the Board. The fiscal 2017 performance unit awards are described above under the caption "Compensation Discussion and Analysis".

(2)
Amounts shown represent service-based RSUs granted to the Named Executive Officers in fiscal 2017. The awards vest in four equal annual installments beginning one year after the grant date, subject to the Named Executive Officer's continued employment with the Company.

(3)
Amounts shown are calculated based upon the grant date fair value calculated in accordance with ASC718. The grant date fair value of the service-based RSUs is calculated by multiplying the number of RSUs awarded by the closing stock price on the date of grant. The grant date fair value of the performance units is calculated using a Monte Carlo model. The model estimated the fair value of the award based on approximately 100,000 simulations of the future prices of the Company's common stock compared to the future prices of its peer companies based on historical volatilities. The model also took into account the expected dividends over the performance period. See Notes 1 and 10 of the Notes to the Consolidated Financial Statements included in the Company’s fiscal 2017 Annual Report on Form 10-K for a full discussion of the Company’s stock based compensation accounting policies. The specific grant date fair values are as follows:
 
 
Service-Based Awards
 
Performance-Based Awards
 
 
Name
 
Shares (#)
 
Value per Share ($)
 
Grant Date Fair Value ($)
 
Shares at target (#)
 
Value per Share ($)
 
Grant Date Fair Value ($)
 
Total Grant Date Fair Value ($)
John R. Hewitt
 
36,635

 
17.25

 
631,954

 
36,635

 
22.66

 
830,149

 
1,462,103

Joseph F. Montalbano
 
13,571

 
17.25

 
234,100

 
13,571

 
22.66

 
307,519

 
541,619

Kevin S. Cavanah
 
11,876

 
17.25

 
204,861

 
11,876

 
22.66

 
269,110

 
473,971

James P. Ryan
 
8,232

 
17.25

 
142,002

 
8,232

 
22.66

 
186,537

 
328,539

Jason W. Turner
 
7,732

 
17.25

 
133,377

 
7,732

 
22.66

 
175,207

 
308,584



(4)
The amounts shown are the cash incentive compensation award potential for each Named Executive Officer under our annual/short-term incentive compensation plan described above under the caption "Compensation Discussion and Analysis." Actual payouts to the Named Executive Officers for the applicable fiscal year are reported in the Summary Compensation Table as a portion of the amount shown under the column “Non-Equity Incentive Plan Compensation.”

(5)
Amounts shown represent the potential cash awards for each Named Executive Officer under the cash portion of our fiscal 2017 long-term incentive award described above under the caption "Compensation Discussion and Analysis". The actual cash payout can range from 0% to 150% of the target payout and is based on average Return on Invested Capital for fiscal 2017 and fiscal 2018. Actual payouts for the applicable fiscal year are reported in the Summary Compensation Table as a portion of the amount shown under the column "Non-Equity Incentive Plan Compensation."

34

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


Outstanding Equity Awards at Fiscal Year-End for 2017
The following table sets forth certain information with respect to outstanding equity awards held by the Named Executive Officers as of June 30, 2017:
 
 
 
Option Awards
 
Stock Awards
Name
 
Number of
Securities
Underlying
Unexercised
Options Exercisable (#)
 
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
 
Option
Exercise
Price
($)
 
Option
Expiration
Date
 
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)
 
Market
Value of
Shares
or Units
of Stock
That Have
Not
Vested
($) (1)
 
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
 
Equity
Incentive
Plan
Awards:
Market
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
($) (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John R. Hewitt
 

 

 

 

 
78,058

 
729,842

 
17,135

 
160,212

Joseph F. Montalbano
 
21,050

 

 
10.19

 
11/17/2021

 
26,908

 
251,590

 
5,906

 
55,221

Kevin S. Cavanah
 
16,850

 

 
10.19

 
11/17/2021

 
23,623

 
220,875

 
5,189

 
48,517

James P. Ryan
 

 

 

 

 
16,828

 
157,342

 
3,582

 
33,492

Jason W. Turner
 
8,000

 

 
10.19

 
11/17/2021

 
16,147

 
150,974

 
3,397

 
.


(1)
Based on the closing price of our common stock on June 30, 2017 of $9.35.


35

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


The stock awards vest according to the following schedule:
 
 
Number of Shares or
Units of Stock That Have Not
Vested
 
Equity Incentive Plan
Awards: Number of Unearned
Shares, Units or Other Rights
That Have Not Vested
            Name
 
Shares    
 
Vest Date    
 
Shares    
 
Vest Date    
John R. Hewitt
 
9,159

 
8/23/2017
 

(1
)
8/26/2017
 
 
7,976

 
8/25/2017
 
7,976

(1
)
8/25/2018
 
 
5,610

 
8/26/2017
 
9,159

(1
)
8/23/2019
 
 
6,275

 
8/27/2017
 


 
 
 
 
9,159

 
8/23/2018
 
 
 
 
 
 
7,976

 
8/25/2018
 
 
 
 
 
 
5,610

 
8/26/2018
 
 
 
 
 
 
9,159

 
8/23/2019
 
 
 
 
 
 
7,976

 
8/25/2019
 
 
 
 
 
 
9,158

 
8/23/2020
 
 
 
 
Joseph F. Montalbano
 
3,393

 
8/23/2017
 

(1
)
8/26/2017
 
 
2,513

 
8/25/2017
 
2,513

(1
)
8/25/2018
 
 
1,767

 
8/26/2017
 
3,393

(1
)
8/23/2019
 
 
2,266

 
8/27/2017
 


 
 
 
 
3,393

 
8/23/2018
 
 
 
 
 
 
2,512

 
8/25/2018
 
 
 
 
 
 
1,767

 
8/26/2018
 
 
 
 
 
 
3,393

 
8/23/2019
 
 
 
 
 
 
2,512

 
8/25/2019
 
 
 
 
 
 
3,392

 
8/23/2020
 
 
 
 
Kevin S. Cavanah
 
2,969

 
8/23/2017
 

(1
)
8/26/2017
 
 
2,220

 
8/25/2017
 
2,220

(1
)
8/25/2018
 
 
1,561

 
8/26/2017
 
2,969

(1
)
8/23/2019
 
 
1,966

 
8/27/2017
 


 
 
 
 
2,969

 
8/23/2018
 
 
 
 
 
 
2,220

 
8/25/2018
 
 
 
 
 
 
1,561

 
8/26/2018
 
 
 
 
 
 
2,969

 
8/23/2019
 
 
 
 
 
 
2,219

 
8/25/2019
 
 
 
 
 
 
2,969

 
8/23/2020
 
 
 
 
James P. Ryan
 
2,058

 
8/23/2017
 

(1
)
8/26/2017
 
 
1,524

 
8/25/2017
 
1,524

(1
)
8/25/2018
 
 
1,072

 
8/26/2017
 
2,058

(1
)
8/23/2019
 
 
1,883

 
8/27/2017
 


 
 
 
 
2,058

 
8/23/2018
 
 
 
 
 
 
1,523

 
8/25/2018
 
 
 
 
 
 
1,071

 
8/26/2018
 
 
 
 
 
 
2,058

 
8/23/2019
 
 
 
 
 
 
1,523

 
8/25/2019
 
 
 
 
 
 
2,058

 
8/23/2020
 
 
 
 
Jason W. Turner
 
1,933

 
8/23/2017
 

(1
)
8/26/2017
 
 
1,464

 
8/25/2017
 
1,464

(1
)
8/25/2018
 
 
1,029

 
8/26/2017
 
1,933

(1
)
8/23/2019
 
 
916

 
8/27/2017
 


 
 
 
 
1,050

 
12/23/2017
 
 
 
 
 
 
1,933

 
8/23/2018
 
 
 
 
 
 
1,464

 
8/25/2018
 
 
 
 
 
 
1,029

 
8/26/2018
 
 
 
 
 
 
1,933

 
8/23/2019
 
 
 
 
 
 
1,463

 
8/25/2019
 
 
 
 
 
 
1,933

 
8/23/2020
 
 
 
 
(1)
Represents fiscal 2015, 2016 and 2017 performance unit awards to the Named Executive Officers that cliff vest three years after the grant date. If threshold performance is achieved, the performance units are converted to the Company's common stock upon vesting. The number of shares of common stock received for each performance unit will vary from zero to two based on the Total Shareholder Return on the Company's common stock when compared to Total Shareholder Return on common stock of peer companies selected by the Compensation Committee of the Board. The Total Shareholder Return Goals are as follows:

36

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


Shareholder Return Goal
 
Total Shareholder Return
 
Shares of Common Stock for Each Performance Unit
Threshold
 
25th percentile of Peer Group
 
0.25
Above Threshold
 
35th percentile of Peer Group
 
0.50
Target
 
50th percentile of Peer Group
 
1.00
Above Target
 
75th percentile of Peer Group
 
1.50
Maximum
 
90th percentile of Peer Group
 
2.00
The performance period (fiscal 2015, 2016 and 2017) for the fiscal 2015 performance unit award has been completed. In August 2017, the Compensation Committee certified that the Company’s relative Total Shareholder Return for the performance period was below the amount required for a Threshold payout. Accordingly, the number of shares presented for the fiscal 2015 performance unit award is zero. Based on the Company's relative Total Shareholder Return for fiscal 2016 and 2017 (two-thirds of the performance period for the fiscal 2016 award), the fiscal 2016 award is presented at the Threshold performance level. Based on the Company's relative Total Shareholder Return for fiscal 2017 (one-third of the performance period for the fiscal 2017 award), the fiscal 2017 award is also presented at the Threshold performance level.
Option Exercises and Stock Vested During Fiscal 2017
The following table sets forth information with respect to the value realized by our Named Executive Officers upon the exercise of stock options and the vesting of RSUs in fiscal 2017.
 
 
 
Fiscal 2017
 
 
Option Awards
 
Stock Awards
            Name
 
Number of Shares
Acquired on
Exercise (#)
 
Value Realized on
Exercise
($) (1)
 
Number of Shares
Acquired on
Vesting (#)
 
Value Realized on
Vesting
($) (2)
 
 
 
 
 
 
 
 
 
John R. Hewitt
 

 

 
71,243

 
1,202,599

Joseph F. Montalbano
 

 

 
25,757

 
437,080

Kevin S. Cavanah
 

 

 
22,251

 
377,034

James P. Ryan
 
9,813

 
121,289

 
20,404

 
346,472

Jason W. Turner
 

 

 
12,140

 
211,257

(1)
The value realized is the difference between the option exercise price and the sales price of the common stock on the date of exercise, multiplied by the number of shares for which the options were exercised.
(2)
The value realized is the closing sales price of the common stock on the vesting date, multiplied by the number of shares for which the restrictions lapsed. The stock awards that vested in fiscal 2017 relate to service-based and performance-based awards and were as follows:
 
 
Service-Based Awards
 
Performance-Based Awards
 
Total
Name
 
Shares (#)
 
Value ($)
 
Shares (#)
 
Value ($)
 
Shares (#)
 
Value ($)
John R. Hewitt
 
27,820

 
489,159

 
43,423

 
713,440

 
71,243

 
1,202,599

Joseph F. Montalbano
 
10,072

 
179,375

 
15,685

 
257,705

 
25,757

 
437,080

Kevin S. Cavanah
 
8,642

 
153,438

 
13,609

 
223,596

 
22,251

 
377,034

James P. Ryan
 
7,372

 
132,356

 
13,032

 
214,116

 
20,404

 
346,472

Jason W. Turner
 
5,797

 
107,042

 
6,343

 
104,215

 
12,140

 
211,257


The performance based awards that vested in fiscal 2017 were the fiscal 2014 performance unit awards that were based on relative Total Shareholder Return from fiscal 2014 through the end of fiscal 2016. The Company's performance over the vesting period was in the 82nd percentile; therefore, 173% of the target performance was earned.
Potential Payments Upon Termination or Change of Control
We have entered into Change of Control/Severance Agreements with Messrs. Hewitt, Cavanah, Montalbano, Ryan and Turner. These agreements are designed to promote stability, continuity and focus for key members of leadership during periods of uncertainty that may be created by change of control situations. Additionally, the use of such agreements is a competitive practice that enhances our ability to attract and retain leadership talent.

37

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


Under these agreements, payment of benefits may occur under two circumstances:

If we experience a “Change of Control” and the executive suffers an “Adverse Event” or is terminated without “Cause,” either on the date of the Change of Control or within 24 months following the Change of Control date; or

The executive is terminated from employment at any time for reasons other than Cause.

"Change of Control" means (i) the acquisition by any "person" or "group" (as defined pursuant to Section 13(d) under the Securities Exchange Act) of "beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act) of in excess of 35% of the combined voting power of the outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Voting Securities"); (ii) during any one (1) year period, individuals who at the beginning of such period constituted the Board of the Company (the "Board") (together with any new directors whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors of the Company then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved (but excluding, for purposes of this definition, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) cease for any reason to constitute a majority of the members of the Board; (iii) consummation of a merger, consolidation, recapitalization or reorganization of the Company, other than a merger, consolidation, recapitalization or reorganization which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent, either by remaining outstanding or by being converted into voting stock of the surviving entity (or if the surviving entity is a subsidiary of another entity, then of the parent entity of such surviving entity), more than fifty percent (50%) of the total voting power represented by the voting stock of the surviving entity (or parent entity) outstanding immediately after such merger, consolidation, recapitalization or reorganization; (iv) a "change in the ownership of a substantial portion of the assets" of the Company as these terms are defined under Code § 409A(a)(2)(A)(v) and Treasury Regulations § 1.409A-3(g)(5) or other then existing and applicable Treasury Regulations promulgated under Code § 409A that define the terms "change of control" for deferred compensation arrangements or (v) the Company's stockholders approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of related transactions) of all or substantially all of the Company’s assets to any Person.
“Cause” means, with reference to a severance event, that the executive has been severed from employment with the Company because of the executive’s theft of Company property, embezzlement or dishonesty that results in harm to the Company; continued gross or willful neglect of his or her job responsibilities after receiving written warnings regarding such neglect from the Company; conviction of a felony or pleading nolo contendere to a felony charged under state or federal law; or willful violation of Company policy. A determination by the Company’s Board that an event constituting “Cause” under this Agreement has occurred is binding upon the Company and the executive.
“Adverse Event” means that the executive has experienced an event that has a material adverse impact on the executive’s job position, responsibilities, duties, authorities, compensation or opportunities within the Company. An Adverse Event shall be considered “material” when: (i) the executive experiences any reduction in base salary; (ii) the executive experiences a reduction in salary range or opportunity for increases in salary; (iii) the executive experiences a reduction in incentive compensation range or opportunity; (iv) there is a material reduction in the executive’s executive benefits or perquisites; (v) the executive is reassigned to a position or role with a lower salary range, salary opportunity, incentive range or incentive opportunity; or (vi) the executive experiences a material reduction in responsibilities.
In the event payment of benefits is triggered under these agreements, the executive officer will be paid in the manner outlined below. All benefits paid under these agreements are conditioned upon the executive executing a non-interference, non-solicitation, waiver and release of claims and confidentiality agreement in a form satisfactory to us. Failure to execute such an agreement prior to the payment date is considered an absolute forfeiture of the severance benefit. In the event an executive officer is terminated for Cause, all benefits and payments under the agreement are forfeited.

38

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


In the event an executive suffers an Adverse Event or is terminated from employment for reasons other than Cause, each within 24 months of a Change of Control, benefits are paid as follows:
Mr. Hewitt, Mr. Cavanah and Mr. Montalbano – Paid an amount equal to two years of base salary plus the average annual bonus compensation paid to the executive in the lesser of the previous three years or the number of full fiscal years the executive has been employed in the position. All forms of equity benefits vest and restrictions on such benefits lapse immediately.
Mr. Ryan and Mr. Turner – Paid an amount equal to one and one-half years of base salary plus the average annual bonus compensation paid to the executive in the previous three calendar years. All forms of equity benefits vest and restrictions on such benefits lapse immediately.

Even in the absence of a Change of Control, in the event an executive is terminated from employment for reasons other than Cause, benefits are paid as follows:
Mr. Hewitt – Paid an amount equal to one year of base salary plus bonus compensation in an amount equal to his target short-term incentive payout which is currently 100% of base salary.
Mr. Cavanah, Mr. Montalbano, and Mr. Turner – Paid an amount equal to one year of base salary plus the lesser of the average annual bonus compensation paid to the executive in the previous three years or the number of full fiscal years the executive has been employed in the position.
Mr. Ryan – Paid an amount equal to one year of base salary plus the lesser of the average annual bonus compensation paid to the executive in the previous three years or the number of full fiscal years the executive has been employed in the position. All forms of equity benefits vest and restrictions on such benefits lapse immediately.
We have also entered into Change of Control Agreements with other executive officers and key members of management. These agreements are designed to promote stability, continuity and focus for key personnel during periods of uncertainty that may be created by potential change of control situations. We seek to offer some security and protection when asking officers and managers to remain engaged through uncertain times.
Under these agreements, payment of benefits occurs in the event of a Change of Control and the executive officer/manager has suffered an Adverse Event or been terminated from employment for reasons other than Cause, either on the date of the Change of Control or within six months of the Change of Control date. There is no general severance clause in these agreements.
In the event payment of benefits is triggered under these agreements, the executive officer/manager will be paid an amount equal to one year of base salary. In addition, all equity awards immediately vest and all restrictions on such benefits lapse. All benefits paid under these agreements are conditional upon the executive officer/manager executing a non-interference, non-solicitation, waiver and release of claims and confidentiality agreement in a form satisfactory to us. Failure to execute such an agreement prior to the payment date will be considered an absolute forfeiture of the severance benefit. In the event an executive officer/manager is terminated for Cause, all benefits and payments under the agreement are forfeited.
Benefits will be paid in the calendar year the triggering event occurs and, generally, within thirty days of the date of the triggering event. In no case shall the payment of the severance benefits be paid later than March 15 following the calendar year in which the event occurred.
The following table shows potential payments to our Named Executive Officers under existing contracts, agreements, plans or arrangements, whether written or unwritten for various scenarios involving a termination of each of such Named Executive Officers, assuming a June 30, 2017 termination date and, where applicable, using the closing price of our common stock on June 30, 2017 of $9.35. These amounts are estimates only. The actual amounts to be paid out can only be determined at the time of such executive officer’s separation from us.
Except for certain terminations which entitle a Named Executive Officer to severance payments under the agreements described above, and except for the acceleration of vesting of equity awards upon retirement, death or disability to which a Named Executive Officer may be entitled under his respective award agreements, there are no agreements, arrangements or plans that entitle the Named Executive Officers to severance, perquisites or other enhanced benefits upon their termination of employment. Any agreement to provide such other payments or benefits to a terminating executive would be at the discretion of the Compensation Committee.
 

39

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION - DATED SEPTEMBER 6, 2017


 
 
Change of Control with Adverse Event or Termination for Reasons Other than Cause
 
Termination by the Company at any Time for Reasons Other than Cause
 
Voluntary Termination
 
Retirement
 
Death, Disability or Change of Control (No Adverse Event)
 
 
Name
 
Salary
Severance
($) (1)
 
Non-Equity
Incentive
Plan
Severance
($) (2)
 
Value of
Stock
Options
That
Would
Vest
($) (3)
 
Value of
RSUs, Performance Units and Cash-Based LTI Awards for
Which
Restrictions
Would
Lapse
($) (4)
 
Salary
Severance
($) (1)
 
Non-Equity
Incentive
Plan
Severance
($) (5)
 
Value
of
Stock
Options
That
Would
Vest
($) (3)
 
Value of
RSUs and Performance Units for
Which
Restrictions
Would
Lapse
($)
 
No
Contractual
Benefits
 
Value of RSUs, Performance Units and Cash-Based LTI Awards for Which Restrictions Would Lapse (6)
 
Value of
Stock
Options
That
Would
Vest
($) (3)
 
Value of
RSUs, Performance Units and Cash-Based LTI Awards for
Which
Restrictions
Would
Lapse
($) (4)
 
Maximum
Potential
Payments
John R. Hewitt
 
1,500,000

 
43,234

 

 
2,830,515

 
750,000

 
750,000

 

 

 

 

 

 
2,830,515

 
4,373,749

Joseph F. Montalbano
 
992,250

 
17,704

 

 
966,941

 
496,125

 
17,704

 

 

 

 
515,740

 

 
966,941

 
1,976,895

Kevin S. Cavanah
 
868,296

 
15,642