MTRX Insider Filing: Payne Receives RSUs; Sells Shares to Cover Taxes
Rhea-AI Filing Summary
Matrix Service Co (MTRX) insider filing: Shawn P. Payne, President, Engineering & Construction, reported multiple stock-based transactions on 08/27/2025. The filing shows grants of 16,416 restricted stock units (RSUs) settled in common stock and 32,800 shares recorded as acquired in non-derivative column, plus a 2,844-unit service-based RSU award (cash-settled). Some units vest 25% annually over four years. To satisfy tax obligations, 2,844 shares were disposed and an additional 1,115 shares were sold at $15.37. Following the transactions Payne beneficially owned 107,086 common shares.
Positive
- Significant RSU grants were awarded (16,416 stock-settled units and additional awards totaling 32,800 recorded as acquired), indicating executive retention incentives
- Clear vesting schedule: awards vest 25% annually over four years, aligning the reporting person’s compensation with long-term service
Negative
- Share disposals to satisfy taxes (2,844 and 1,115 shares) reduced direct holdings and were executed at $15.37 per share
- Certain awards are cash-settled, meaning future dilution to common shares may not occur for those units and cash obligations could affect company cash flow (as disclosed)
Insights
TL;DR: Routine executive equity grants with standard multi-year vesting and minor share disposals to cover taxes; not immediately dilutive to current operations.
Payne received a combination of stock-settled and cash-settled restricted stock units with 25% annual vesting, which aligns compensation with retention and performance timeframes. The disposals reported were tax-withholding sales at $15.37 per share and represent a customary docking of shares rather than a market-timing sale. The end-state beneficial ownership of 107,086 shares provides continuity in insider alignment but does not, by itself, indicate material change to capital structure.
TL;DR: Compensation grant follows standard governance practices: time-based vesting and cash settlement options noted.
The structure shows both stock-settled and cash-settled RSUs with four-year, 25% annual vesting, which is a common design to retain senior executives. The filing discloses shares sold to satisfy tax liabilities, an expected administrative step. Disclosure is clear on settlement mechanics and vesting schedule, meeting typical Section 16 transparency expectations.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | RESTRICTED STOCK UNITS | 16,416 | $0.00 | -- |
| Exercise | RESTRICTED STOCK UNITS | 2,844 | $0.00 | -- |
| Grant/Award | COMMON STOCK | 16,416 | $0.00 | -- |
| Grant/Award | COMMON STOCK | 32,800 | $0.00 | -- |
| Exercise | COMMON STOCK | 2,844 | $0.00 | -- |
| Disposition | COMMON STOCK | 2,844 | $15.37 | $44K |
| Tax Withholding | COMMON STOCK | 1,115 | $15.37 | $17K |
Footnotes (1)
- RESTRICTED STOCK UNIT - EACH UNIT WILL ENTITLE THE REPORTING PERSON TO ONE SHARE OF MATRIX SERVICE COMPANY COMMON STOCK IF AND WHEN THE CONDITIONS OF THE RESTRICTION HAVE BEEN SATISFIED. FOR THIS GRANT, 25% WILL VEST EACH YEAR FOR THE NEXT FOUR YEARS ON THE ANNIVERSARY DATES. EACH RESTRICTED STOCK UNIT IS THE ECONOMIC EQUIVALENT OF ONE SHARE OF MATRIX SERVICE COMPANY COMMON STOCK. ALL RESTRICTED STOCK UNITS ARE SETTLED SOLELY IN CASH WHEN VESTED. SHARES DISPOSED TO SATISFY TAX OBLIGATION DUE ON VEST DATE FOR STOCK-SETTLED RESTRICTED STOCK UNITS. EACH UNIT WILL ENTITLE THE REPORTING PERSON TO THE CASH EQUIVALENT OF ONE SHARE OF MATRIX SERVICE COMPANY COMMON STOCK IF AND WHEN THE CONDITIONS OF THE RESTRICTION HAVE BEEN SATISFIED. FOR THIS GRANT, 25% WILL VEST EACH YEAR FOR THE NEXT FOUR YEARS ON THE ANNIVERSARY DATES. FOR THIS SERVICE-BASED AWARD OF CASH-SETTLED RESTRICTED STOCK UNITS, 25% WILL VEST EACH YEAR FROM AUGUST 27, 2025 TO AUGUST 27, 2028.
