(b) and (c). On August 26, 2019, Joseph F. Montalbano, age 70, notified Matrix Service Company (the “Company”) of his intention to retire from the role of Vice President and Chief Operating Officer of the Company, effective June 30, 2020.
As part of a succession transition to the planned retirement of Mr. Montalbano, the Company has created an interim position of President, Operations. Effective September 3, 2019, Alan R. Updyke has been appointed to this new position and will transition to the Chief Operating Officer position of the Company on July 1, 2020, upon Mr. Montalbano’s retirement. Mr. Updyke, age 59, has served as President of Matrix Service Inc., one of the Company\’s principal operating subsidiaries, since February 2018. He previously served as Senior Vice President, Operations for Matrix Service Inc. from September 2014 to January 2018. Prior to that, he served as Vice President of Construction for Matrix Service Inc. from July 2012 to August 2014. Prior to joining Matrix Service, Inc., Mr. Updyke held various executive level roles within the industry.
In connection with his promotion, Mr. Updyke will receive a base salary of $480,000 per year and 27,130 restricted stock units (“RSUs”) under the Matrix Service Company 2018 Stock and Incentive Compensation Plan. The RSUs will vest in four equal annual installments beginning one year after the date of grant. In the event that Mr. Updyke is terminated for other than cause within the first two years of the date of grant, all unvested RSUs under this grant will become vested.
Mr. Updyke will continue to participate in the Company’s annual/short-term incentive compensation plan and his target bonus is unchanged at 75% of his base salary. The annual payment under the plan is based on the achievement of performance criteria and will range from 0% to 200% of Mr. Updyke’s target bonus.
Mr. Updyke currently has a Change of Control/Severance Agreement with the Company and there are no changes to the terms of this agreement in connection with his promotion. Under this agreement:
All benefits paid under this agreement are conditional upon Mr. Updyke executing a non-interference, non-solicitation, waiver and release of claims and confidentiality agreement in a form satisfactory to the Company. Failure to execute such an agreement prior to the payment date will be considered an absolute forfeiture of the severance benefit. In the event Mr. Updyke is terminated for cause, all benefits and payments under the agreement are forfeited.
About Matrix Service Company (NASDAQ:MTRX)
Matrix Service Company provides engineering, fabrication, infrastructure, construction and maintenance services primarily to the oil, gas, power, petrochemical, industrial, mining and minerals markets. The Company’s segments include Electrical Infrastructure, Oil Gas & Chemical, Storage Solutions and Industrial. The Electrical Infrastructure segment primarily includes construction and maintenance services to a range of power generation facilities, such as combined cycle plants, natural gas fired power stations and renewable energy installations. The Oil Gas & Chemical segment includes turnaround activities, plant maintenance services and construction in the downstream petroleum industry. The Storage Solutions segment includes new construction of crude and refined products aboveground storage tanks (ASTs), as well as planned and emergency maintenance services. The Industrial segment includes construction and maintenance work in the iron and steel and mining and minerals industries.
