UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, For Use of the Commission Only (as permitted by Rule 14a-(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material Under §240.14a-12

Matrix Service Company

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

MATRIX SERVICE COMPANY

15333 JFK Blvd., Ste. 400

Houston, TX 77032

PROXY STATEMENT - TABLE OF CONTENTS


				Page
	Solicitation and Revocation of Proxies			1
	Stockholders Entitled to Vote			3
	Proposal Number 1: Election of Directors			4
	Director Nominee Profiles			5
	Corporate Governance and Board Matters			11
	Director Independence Guidelines			11
	Board Leadership Structure and Role in Risk Oversight			11
	Meetings and Committees of the Board			12
	Director Nomination Process			15
	Executive Sessions			15
	Stockholder Engagement and Communication			15
	Equity Ownership Guidelines for Non-Employee Directors			16
	Director Compensation			17
	General			17
	Fiscal 2026 Director Compensation			18
	Audit Committee Matters			19
	Report of the Audit Committee of the Board			19
	Proposal Number 2: Ratification of Selection of Independent Registered Public Accounting Firm			20
	Fees of Independent Registered Public Accounting Firm			20
	Audit Committee Pre-Approval Policy			20
	Executive Officer Information			21
	Executive Officer Biographies			21
	Compensation Discussion and Analysis			22
	Executive Summary			22
	Compensation Philosophy and Objectives			24
	Committee Consideration of the 2025 Stockholder Vote on Executive Compensation			25
	Key Elements of Executive Compensation			25
	Clawback Policy			31
	Insider Trading Policy			32
	Policy on Hedging and Pledging of Company Securities			32
	Equity Grant Practices			32
	Compensation Program as it Relates to Risk			33
	Equity Ownership Guidelines			33
	Report of the Compensation Committee of the Board			34
	Executive Officer Compensation			35
	Summary Compensation Table			35
	Grants of Plan-Based Awards During Fiscal 2026			37
	Outstanding Equity Awards at Fiscal Year-End for 2026			39
	Options Exercised and Stock Vested During Fiscal 2026			41
	Potential Payments Upon Termination or Change of Control			42
	Executive Separation			44
	CEO Pay Ratio			45
	Pay Versus Performance			47
	Proposal Number 3: Advisory Vote to Approve Named Executive Officer Compensation			52
	Certain Relationships and Related Transactions			53
	Transactions with Related Persons			53
	Review, Approval or Ratification of Transactions with Related Persons			53
	Security Ownership of Certain Beneficial Owners and Management			54
	Securities Authorized for Issuance Under Equity Compensation Plans			55

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				Page
	Proposals of Stockholders			55
	Other Matters			56
	Matters That May Come Before the Annual Meeting			56
	Availability of Form 10-K			56
	Householding of Proxy Materials			56
	Forward-Looking Statements			56
	Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on November 3, 2026			57

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MATRIX SERVICE COMPANY

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held on November 3, 2026

This proxy statement, along with a proxy card and our 2026 Annual Report, is first being sent or made available to our stockholders on or about September 23, 2026

SOLICITATION AND REVOCATION OF PROXIES

The Board of Directors (the “Board”) of Matrix Service Company (“Matrix”, the “Company”, “we”, “our” or “us”) solicits your proxy for use at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournment thereof. This year's Annual Meeting will be a virtual meeting conducted solely online via live webcast and can be attended by visiting www.virtualshareholdermeeting.com/MTRX2026. This proxy statement and accompanying proxy card were first sent or made available on or about September 23, 2026. Stockholders of record on September 11, 2026 (the “Record Date”) will be entitled to vote at the Annual Meeting, which will begin promptly at 10:00 a.m. (CT) on November 3, 2026. We encourage you to access the Annual Meeting webcast 15 minutes prior to the start time to provide ample time for check-in and to ensure that you can hear audio prior to the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting, please call the technical support number that will be posted on the virtual annual meeting page for assistance. Technical support will be available 15 minutes prior to the start of the Annual Meeting.

To the extent you ask questions during the Annual Meeting, they must be confined to matters properly before the Annual Meeting and of general concern regarding the Company. If there are questions pertinent to matters properly before the Annual Meeting that cannot be answered during the meeting due to time constraints, we will post answers to a representative set of such questions at the “Investors” section of the Company's website at matrixservicecompany.com. The questions and answers will be available as soon as practicable after the Annual Meeting and will remain available until we file our proxy statement for the 2027 Annual Meeting of Stockholders.

If you properly execute and return the accompanying proxy card or vote your proxy by Internet or telephone, your shares will be voted in accordance with your directions. If your proxy is executed and returned with no directions, those shares will be voted FOR each of the Board's nominees in respect to Proposal 1 and FOR Proposals 2 and 3. In addition, the proxy confers authority on the persons named on the proxy card to vote, at their discretion, on any other matters properly presented at the Annual Meeting. The Board is not currently aware of any other such matters. You may revoke your proxy at any time before it is voted by executing a subsequent proxy and sending it to David J. Miller, Corporate Secretary, Matrix Service Company, 15333 JFK Blvd., Ste. 400, Houston, TX 77032, or by a later dated vote by Internet or by telephone. You may also revoke your proxy by attending and voting at the Annual Meeting. Virtual attendance at the meeting will not itself constitute revocation of a proxy.

We are making our proxy materials available by Internet to expedite your receipt of these materials, reduce the cost of printing and distributing the proxy materials and lower the cost and environmental impact of our Annual Meeting. Beginning on September 23, 2026, we mailed or e-mailed you a “Notice of Internet Availability of Proxy Materials” (“E-Proxy Notice”) with instructions on how to access our proxy materials over the Internet (or, at your preference, on how to request paper copies of the materials) and how to vote. If you received a notice and would prefer to receive paper copies of the proxy materials, please follow the instructions included in the E-Proxy Notice.

HOW TO VOTE

You can vote in any of the following ways:

•	Internet. Vote on the Internet at www.proxyvote.com by following the online instructions. If you have Internet access, we encourage you to record your vote on the Internet. The deadline for voting through the Internet is 11:59 p.m. Eastern Time on November 2, 2026.

•	Telephone. Vote by telephone by calling 1-800-690-6903 and following the instructions provided by the recorded message. The deadline for voting by telephone is 11:59 p.m. Eastern Time on November 2, 2026.

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•	Mail. If you requested a paper copy of the proxy materials, you may vote by completing, signing, and dating the proxy card and returning it in the enclosed, postage-paid envelope. The deadline for receipt by mail is 11:59 p.m. Eastern Time on November 2, 2026.

•	Meeting. You may attend and vote at the virtual Annual Meeting by:

•	Accessing www.virtualshareholdermeeting.com/MTRX2026;

•	If you are a registered stockholder, have your 16-digit control number located on your E-Proxy Notice or your proxy card (if you received a printed copy of the proxy materials) available; and

•	If you hold your shares in “street name”, have your 16-digit control number provided to you by your bank or broker available. If you hold your shares in “street name” and do not have your 16-digit control number, please contact your bank or broker prior to the Annual Meeting.

To vote prior to the Annual Meeting if you hold your shares in “street name”, follow the instructions of your bank or broker.

We will bear the cost of this solicitation of proxies. In addition to solicitations by mail, our directors, officers and employees may solicit proxies from stockholders by telephone, electronically or by other means but will receive no additional compensation for such solicitation. We will cause banks and brokerage firms and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of our common stock they hold of record. We will reimburse all such reasonable out-of-pocket forwarding expenses.

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STOCKHOLDERS ENTITLED TO VOTE

At the close of business on the Record Date, there were 28,291,921 shares of our common stock, par value $0.01 per share, outstanding. Each outstanding share of our common stock is entitled to one vote upon each of the matters to be voted on at the Annual Meeting. The presence, in person or by proxy, of at least a majority of the outstanding shares of common stock as of the Record Date is required for a quorum for the transaction of business.

If you hold your shares through an account with a bank or broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which your broker does not have discretionary authority. This is called a “broker non-vote”.

Abstentions and broker non-votes will be counted for purposes of determining whether a quorum has been reached. Votes will be tabulated by an inspector of election appointed by the Board. Abstentions may be specified on all proposals. The following vote is needed in order for the various proposals to be adopted:

Proposal 1 - Election of Directors: The affirmative vote of a majority of the votes cast at the meeting is required for the election of directors. This means that the number of votes cast for a director nominee must exceed the number of votes cast against that nominee in order to elect that nominee in an uncontested election. With respect to the election of directors, you may vote for or against each nominee, or you may abstain from voting for one or more nominees. If you do not instruct your broker how to vote with respect to this item, your broker is not permitted to vote your shares with respect to the election of directors. Abstentions and broker non-votes do not count as votes for or against the nominee's election.

Proposal 2 - Ratification of Independent Registered Public Accounting Firm: The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2027 requires the affirmative vote of holders of a majority of the issued and outstanding shares of common stock present in person or represented by proxy and entitled to vote on the matter. If you do not instruct your broker how to vote with respect to this item, your broker is permitted to vote your shares in its discretion with respect to this proposal. Abstentions will have the effect of a vote against the proposal.

Proposal 3 - Advisory Vote on Executive Compensation: The approval, on an advisory basis, of the compensation paid to our named executive officers named in this proxy statement requires the affirmative vote of holders of a majority of the issued and outstanding shares of common stock present in person or represented by proxy and entitled to vote on the matter. If you do not instruct your broker how to vote with respect to this item, your broker may not vote your shares with respect to this proposal. Abstentions will have the effect of a vote against the proposal. Broker non-votes will have no effect on the vote.

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PROPOSAL NUMBER 1:

Election of Directors

Our organizational documents provide that the number of directors on the Board be fixed from time to time by the Board but shall not be less than three nor more than 15 persons. Effective June 30, 2026, our former President and Chief Executive Officer, John R. Hewitt, separated from the Company and was no longer a director. Effective July 1, 2026, the Board elected Shawn P. Payne, our current President and Chief Executive Officer, as a director, keeping the Board size at seven members. Directors hold office until the next annual meeting of stockholders or until their successors have been elected and qualified.

In accordance with the recommendation of the Nominating and Corporate Governance Committee, the Board has unanimously nominated the seven nominees identified below. The Board recommends that you vote “For” the election of its seven nominees. Proxies solicited by the Board will be voted “For” all seven nominees unless stockholders specify otherwise in their proxies.

If, at the time of the Annual Meeting, any nominee is unavailable, the discretionary authority provided in the proxies solicited by the Board may be used to vote for a substitute or substitutes who may be recommended by the Nominating and Corporate Governance Committee and whom the Board may propose to replace such nominee. The Board has no reason to believe that any substitute nominee will be required.

Each of our directors possesses a combination of attributes that the Board believes qualifies him or her for service on the Board. The directors were specifically recruited for these attributes, which include business experience specifically related to the industries in which we operate, knowledge derived from specialized education or training such as accounting, legal and finance, and senior executive management experience that demonstrates leadership qualities and a practical understanding of organizations, processes, business strategies, risk management and how to drive change and growth. We believe that the qualifications, skills and experiences of the directors, individually and collectively, have resulted in the Board being highly effective. The specific skills for each director are listed below:

Board of Directors - Strategic Experience

Jose L.

Bustamante

Martha Z.

Carnes

John D.

Chandler

Carlin G.

Conner

Liane K.

Hinrichs

James H.

Miller

Shawn P.

Payne

Public Company Board Experience

✔

Strategic Leadership

✔

Financial Expertise/Literacy

✔

Industry Experience

✔

Risk Management Oversight

✔

Health, Safety and Environmental

✔

Executive Compensation/Human Resources

✔

International Business

✔

Mergers and Acquisitions

✔

Information Technology

✔

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Director Nominee Profiles

Jose L. Bustamante


Age: 62

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.