MATRIX SERVICE CO 8-K

What Happened

• Matrix Service Company (MTRX) filed an 8‑K on April 30, 2026 reporting that Kevin S. Cavanah (VP Finance & CFO) and Nancy E. Austin (VP & Chief Administrative Officer) will step down as part of broader leadership changes tied to the previously announced appointment of Shawn P. Payne as CEO (effective July 1, 2026). Mr. Cavanah and the company executed a transition and separation agreement on April 29, 2026; he will continue as CFO until the earlier of one week after the filing of the Company’s Form 10‑K for the fiscal year ending June 30, 2026 or termination without Cause. Ms. Austin will step down effective May 7, 2026; the Company will not replace the CAO role and will redistribute those duties to other executives. Neither departure results from disagreements with the company.

Key Details

• CFO Kevin S. Cavanah: lump‑sum cash payment of $771,000 upon separation (subject to conditions and release), 18 months Company‑paid COBRA, vesting of outstanding RSUs, and deemed satisfaction of service condition for a pro‑rata portion of performance units; additional benefits if a Change of Control occurs.
• CAO Nancy E. Austin: expected lump‑sum cash payment of $608,345, 18 months Company‑paid COBRA, vesting of 20,368 RSUs, and deemed satisfaction of the service condition for her 2023 performance units (which remain subject to actual performance).
• Company will conduct an external search for a new CFO to be based in Houston alongside the incoming CEO; no replacement will be named for the CAO role. Both separation agreements include confidentiality, cooperation and non‑disparagement covenants and customary releases.

Why It Matters

• These are material leadership changes in finance and administration that involve one‑time cash severance and equity vesting provisions. For investors, the filing signals a planned transition with a defined CFO handover timed around the company’s 10‑K filing, and a shift in administrative structure (no CAO replacement). The disclosed severance and equity items are finite, contractually defined costs and may affect near‑term cash outflows and equity vesting/compensation expense.