Matrix Service outlines CFO and CAO transitions

Matrix Service Company is implementing leadership changes as part of broader organizational updates following the previously announced appointment of Shawn P. Payne as Chief Executive Officer, effective July 1, 2026.

Rhea-AI Filing Summary

Matrix Service Company is implementing leadership changes as part of broader organizational updates following the previously announced appointment of Shawn P. Payne as Chief Executive Officer, effective July 1, 2026. Vice President of Finance and Chief Financial Officer Kevin S. Cavanah will remain in his role through a transition period tied to the filing of the company’s Form 10-K for the fiscal year ending June 30, 2026 or earlier termination without cause. Under a transition and separation agreement, he will receive a lump sum cash payment of $771,000, 18 months of company-paid COBRA continuation coverage, accelerated vesting of his outstanding restricted stock units, and pro rata service credit on performance units that may vest based on actual performance. Chief Administrative Officer Nancy E. Austin will step down effective May 7, 2026 under a separate separation agreement, with a lump sum payment of $608,345, 18 months of company-paid COBRA coverage, vesting of 20,368 restricted stock units, and deemed satisfaction of service conditions on certain performance units. The company states that both separations are not due to disagreements with the company, and the Chief Administrative Officer role will be eliminated with responsibilities reassigned to other executives.

Insights

Corporate governance analyst

Matrix Service reshapes leadership team with CFO and CAO exits tied to CEO transition.

The company links the departures of its Chief Financial Officer and Chief Administrative Officer to broader organizational changes following the appointment of a new CEO effective July 1, 2026. Both executives receive structured cash, benefits, and equity-related separation packages.

Mr. Cavanah’s agreement includes a $771,000 lump sum, 18 months of COBRA coverage, and equity vesting features, while Ms. Austin’s expected package includes $608,345, similar COBRA coverage, and vesting of 20,368 restricted stock units. The company states the departures are not due to disagreements, which frames these changes as planned rather than contentious.

Future disclosures connected to the Form 10-K for the fiscal year ending June 30, 2026 and the external search for a new CFO based in Houston will further clarify the permanent leadership structure around the new CEO.

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

CFO cash payment: $771,000 CFO COBRA coverage: 18 months CAO cash payment: $608,345 +4 more

7 metrics

CFO cash payment $771,000 Lump sum under Cavanah transition and separation agreement

CFO COBRA coverage 18 months Company-paid COBRA continuation coverage for Cavanah

CAO cash payment $608,345 Lump sum expected under Austin separation agreement

CAO COBRA coverage 18 months Company-paid COBRA continuation coverage for Austin

CAO RSUs vesting 20,368 restricted stock units Vesting of outstanding RSUs under Equity Plan for Austin

CEO effective date July 1, 2026 Effective date for Shawn P. Payne as Chief Executive Officer

CAO separation date May 7, 2026 Effective date of Nancy E. Austin’s departure as CAO

Key Terms

Change of Control, COBRA continuation coverage, restricted stock units, performance units, +2 more

6 terms

Change of Control financial

"If a Change of Control (as defined in the Equity Plan) occurs under certain circumstances"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

COBRA continuation coverage financial

"will receive a lump sum cash payment of $771,000, 18 months of Company-paid COBRA continuation coverage"

restricted stock units financial

"vesting of his outstanding restricted stock units granted under the Company’s 2020 Stock and Incentive Compensation Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance units financial

"pro rata portion of his outstanding performance units granted under the Equity Plan, which will remain eligible to vest based on actual performance"

Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.

release of claims regulatory

"his execution of a supplemental release of claims, Mr. Cavanah will receive a lump sum cash payment"

Executive Severance Plan financial

"Cause (as defined in the of the 2021 Matrix Service Company Severance Plan for Executives (the “Executive Severance Plan”))"

FAQ

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

What leadership changes did Matrix Service Company (MTRX) disclose in this 8-K?

Matrix Service Company disclosed that its Chief Financial Officer, Kevin S. Cavanah, and Chief Administrative Officer, Nancy E. Austin, will leave their roles as part of broader organizational changes following the appointment of new CEO Shawn P. Payne, effective July 1, 2026.

When will Matrix Service’s CFO Kevin S. Cavanah step down from his role?

Kevin S. Cavanah will serve as CFO through the earlier of one week after filing Matrix Service’s Form 10-K for the fiscal year ending June 30, 2026, or the date his employment is terminated by the company without cause, allowing for an orderly transition.

What severance will Matrix Service’s CFO receive under the Cavanah Agreement?

Under his transition and separation agreement, CFO Kevin S. Cavanah will receive a lump sum cash payment of $771,000, 18 months of company-paid COBRA continuation coverage, vesting of outstanding restricted stock units, and pro rata service credit on performance units that may vest based on actual performance.

What are the key terms of Nancy E. Austin’s separation from Matrix Service (MTRX)?

Nancy E. Austin will step down as Vice President and Chief Administrative Officer effective May 7, 2026. She is expected to receive a lump sum of $608,345, 18 months of company-paid COBRA coverage, vesting of 20,368 restricted stock units, and deemed satisfaction of service conditions on 2023 performance units.

Did Matrix Service Company cite any disagreements as the reason for these executive departures?

Matrix Service Company stated that the separations of both Kevin S. Cavanah and Nancy E. Austin are not the result of any disagreements with the company or any of its directors, officers, or employees, indicating the changes are part of planned organizational restructuring.

Will Matrix Service (MTRX) replace the Chief Administrative Officer position after Austin’s departure?

Matrix Service does not plan to appoint a new Chief Administrative Officer after Nancy E. Austin departs. Instead, the company intends to redistribute the responsibilities of that role among other company executives as part of its broader organizational changes.

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

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Accepted by SEC EDGAR 04/30/2026 - 04:07 PM EDT Learn about SEC filing dates

0000866273false00008662732026-04-282026-04-28

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) April 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

As part of broader organizational changes across the Company following the previously announced appointment of Shawn P. Payne as Chief Executive Officer, who will assume his new role effective July 1, 2026, Kevin S. Cavanah, Vice President of Finance and Chief Financial Officer, and Nancy E. Austin, Chief Administrative Officer, will step down from their respective positions on the terms substantially as described below. Mr. Cavanah will continue in his role for the period described below to facilitate an orderly transition of his duties as the Company conducts an external search for his replacement, who will be based in Houston, together with Mr. Payne. The Company is not appointing a replacement for the Chief Administrative Officer role and will instead redistribute the responsibilities of that role to other Company executives.

Departure of Kevin S. Cavanah

On April 29, 2026, Kevin S. Cavanah and the Company entered into a transition and separation agreement (the “Cavanah Agreement”) pursuant to which Mr. Cavanah will continue to serve as Vice President of Finance and Chief Financial Officer through the earlier of the date that is one week after the filing of the Company’s Annual Report on Form 10-K for the fiscal year ending June 30, 2026 and (ii) the date on which his employment is terminated by the Company without Cause (as defined in the of the 2021 Matrix Service Company Severance Plan for Executives (the “Executive Severance Plan”)). Mr. Cavanah’s separation from the Company is not the result of any disagreements with the Company or any of its directors, officers or employees.

The Cavanah Agreement provides that, following his last day of employment, and subject to compliance with the terms of the Cavanah Agreement and the restrictive covenants to which he is subject and his execution of a supplemental release of claims, Mr. Cavanah will receive a lump sum cash payment of $771,000, 18 months of Company-paid COBRA continuation coverage, vesting of his outstanding restricted stock units granted under the Company’s 2020 Stock and Incentive Compensation Plan (the “Equity Plan”), and deemed satisfaction of the service condition for a pro rata portion of his outstanding performance units granted under the Equity Plan, which will remain eligible to vest based on actual performance. If a Change of Control (as defined in the Equity Plan) occurs under certain circumstances, Mr. Cavanah will receive the increased cash payment and full vesting of performance units pursuant to the Executive Severance Plan and his performance unit award agreements, respectively. The Cavanah Agreement also includes confidentiality, cooperation and non-disparagement covenants and a customary release of claims.

Departure of Nancy E. Austin

Nancy E. Austin and the Company are expected to enter into a separation agreement (the “Austin Agreement”), pursuant to which Ms. Austin will step down as Vice President and Chief Administrative Officer of the Company effective as of May 7, 2026. Ms. Austin's separation from the Company is not the result of any disagreements with the Company or any of its directors, officers or employees.

The Austin Agreement is expected to provide that, following her last day of employment, and subject to her compliance with the terms of the Austin Agreement and the restrictive covenants to which she is subject, Ms. Austin will receive a lump sum cash payment of $608,345, 18 months of Company-paid COBRA continuation coverage, vesting of 20,368 of her outstanding restricted stock units granted under the Equity Plan, and deemed satisfaction of the service condition of her outstanding performance units granted under the Equity Plan in 2023, which will remain eligible to vest based on actual performance. The Austin Agreement is also expected to include confidentiality, cooperation and non-disparagement covenants and a customary release of claims.

The foregoing descriptions of the Cavanah Agreement and the Austin Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which the Company intends to file as exhibits to its Annual Report on Form 10-K for the fiscal year ending June 30, 2026.

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: April 30, 2026

By:

/s/ David Miller

David Miller

General Counsel

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