Matrix Service adds CEO Shawn Payne to board

Matrix Service Company is expanding the role of its new President and Chief Executive Officer, Shawn P. Payne, by electing him to the Board of Directors effective July 1, 2026.

Accepted by SEC EDGAR 07/02/2026 - 04:11 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Matrix Service Company is expanding the role of its new President and Chief Executive Officer, Shawn P. Payne, by electing him to the Board of Directors effective July 1, 2026. He will serve as a director until the next annual meeting.

Payne is also joining the Board’s Project Risk Committee and will chair the Strategy Committee. His director role does not change his existing compensation. The company discloses that his son, employed as an estimator at a subsidiary, receives annual pay of less than $150,000.

Insights

Corporate governance analyst

Routine board expansion aligning CEO and director roles, with standard committee assignments.

The company is formalizing leadership by adding President and CEO Shawn P. Payne to its Board, effective July 1, 2026. Combining the top executive and director roles is common and can streamline decision-making, especially when tied to a previously announced leadership transition.

Payne will sit on the Project Risk Committee and chair the Strategy Committee, signaling involvement in oversight of major projects and long-term planning. His compensation is unchanged, and the filing notes his son’s employment at a subsidiary with annual pay under $150,000, providing transparency on potential related-party considerations.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Family member compensation cap: Less than $150,000 per year

1 metrics

Family member compensation cap Less than $150,000 per year Annual compensation of Shawn Payne’s son employed as an estimator

Key Terms

Emerging growth company, Project Risk Committee, Strategy Committee

3 terms

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors or Certain Officers"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Project Risk Committee financial

"appointed Mr. Payne to serve as a member of the Project Risk Committee of the Board"

Strategy Committee financial

"and chair of the Strategy Committee of the Board"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did Matrix Service Company (MTRX) announce in this 8-K?

Matrix Service Company elected its President and Chief Executive Officer, Shawn P. Payne, to the Board of Directors effective July 1, 2026. He will serve as a director until the company’s next annual meeting of shareholders.

What board committees will Shawn P. Payne serve on at Matrix Service (MTRX)?

Shawn P. Payne will join the Board’s Project Risk Committee and serve as chair of the Strategy Committee. These roles place him directly in oversight of project risk management and long-term corporate strategy for Matrix Service Company.

Did Matrix Service (MTRX) change Shawn P. Payne’s compensation with his board election?

No, Matrix Service Company made no changes to Shawn P. Payne’s compensation arrangements as a result of his election as a director. His pay remains governed by his existing employment terms as President and Chief Executive Officer.

How long will Shawn P. Payne serve as a director at Matrix Service (MTRX)?

Shawn P. Payne was elected to the Matrix Service Company Board of Directors to serve until the next annual meeting. At that meeting, shareholders typically vote on the election or re-election of directors under the company’s governance framework.

Does Matrix Service (MTRX) disclose any family relationships related to Shawn P. Payne?

Yes. The company notes that Shawn P. Payne’s son, Peyton Payne, works as an estimator for an operating subsidiary. His annual compensation is disclosed as being less than $150,000, providing transparency about this family employment relationship.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0000866273false00008662732026-06-282026-06-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 _________________

FORM 8-K

__________________ 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) June 28, 2026

___________________ 

Matrix Service Company

(Exact Name of Registrant as Specified in Its Charter)

___________________ 

Delaware

001-15461

73-1352174

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

15 East 5th Street, Suite 1100, Tulsa, Oklahoma 74103

(Address of principal executive offices and zip code)

918-838-8822

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

__________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			MTRX			NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with our previously announced leadership transition and his appointment to the role of President and Chief Executive Officer of Matrix Service Company (the “Company”), the Board of Directors (the “Board”) of the Company has elected Shawn P. Payne as a Director of the Company effective July 1, 2026, to serve until our next annual meeting. There are no arrangements or understandings between Mr. Payne and any other person pursuant to which he was selected as a Director. The Board has also appointed Mr. Payne to serve as a member of the Project Risk Committee of the Board and chair of the Strategy Committee of the Board. No changes were made to Mr. Payne’s compensation arrangements as a result of his election as a Director of the Company. Mr. Payne’s son, Peyton Payne, is currently employed by an operating subsidiary of the Company as an estimator and receives annual compensation of less than $150,000.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Matrix Service Company

Dated: July 2, 2026

By:

/s/ David Miller

David Miller

Vice President, General Counsel and Corporate Secretary

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.4 KB