Form 4: Matthews CIO Davor Brkovich Reports Stock Transactions

Matthews International's Chief Information Officer, Davor Brkovich, reported the conversion of restricted share units, a tax-related stock sale, and a new RSU award.

Summary

• Davor Brkovich, Chief Information Officer of Matthews International Corp (MATW), reported transactions involving Class A Common Stock and Restricted Share Units (RSUs).
• On November 14, 2025, 2,400 time-based restricted share units converted into an equal number of shares of the Company's Class A common stock.
• Concurrently on November 14, 2025, 1,044 shares of Class A Common Stock were sold back to the registrant at a price of $24.93 per share to cover tax withholding obligations related to the RSU vesting.
• Following these transactions, Mr. Brkovich beneficially owned 17,969 shares of Class A Common Stock directly.
• On November 17, 2025, Mr. Brkovich was awarded 7,150 new Restricted Share Units under the Company's Amended and Restated 2017 Equity Incentive Plan.
• These new RSUs have a complex vesting schedule: 40% vest on November 17, 2028 (time-based), 30% vest based on Return on Invested Capital (ROIC) metrics, and 30% vest based on stock price appreciation.
• Vesting of all units is generally subject to continuing employment through November 17, 2028, with performance-based units converting at a factor ranging from 50% to 200% based on achievement levels.

Sentiment

Score: 5

Explanation: The filing is neutral as it reports routine executive compensation transactions (RSU vesting, tax-related sale, and new RSU award) which are standard and expected events for a publicly traded company's management.

Positives

• The award of 7,150 new Restricted Share Units aligns management's interests with shareholder value through performance-based vesting tied to ROIC and stock price appreciation.
• The conversion of 2,400 RSUs into common stock indicates a successful vesting event for previously granted awards.

Negatives

• The sale of 1,044 shares of Class A Common Stock, although for tax withholding, represents a reduction in direct beneficial ownership.

Risks

• Performance-based restricted share units (30% ROIC, 30% stock price appreciation) may be forfeited if the Company does not achieve the specified performance thresholds by the end of the performance period.
• All units are generally subject to continuing employment through November 17, 2028, posing a risk of forfeiture if employment ceases before this date.

Future Outlook

The future outlook for Mr. Brkovich's compensation includes the potential vesting of 7,150 new Restricted Share Units by November 17, 2028, contingent on continued employment and the achievement of specific ROIC and stock price appreciation performance targets.

Industry Context

This filing reflects a routine executive compensation event, common across publicly traded companies, where restricted stock units are used to incentivize and retain key management personnel by aligning their financial interests with long-term company performance and shareholder value.

Comparison to Industry Standards

• The use of time-based and performance-based Restricted Share Units (RSUs) is a standard practice in executive compensation across various industries, including manufacturing and industrial services, similar to companies like Dover Corporation or Illinois Tool Works.
• The specific vesting schedule, including a mix of time-based (40%) and performance-based (60% split between ROIC and stock price appreciation) components, is a common structure designed to balance retention with performance incentives.
• The conversion factor for performance-based units (50% to 200%) based on achievement levels is a typical mechanism to reward exceptional performance and penalize underperformance, comparable to incentive plans at peer companies.

Management Changes

Corporate Governance

Related Party Transactions

• Sale of 1,044 shares to the registrant (Matthews International Corp) to cover tax withholding on the vesting of restricted share units, which is a common practice in executive compensation plans.

Stakeholder Impact

• Shareholders: The new RSU award, particularly its performance-based components, aims to align executive incentives with long-term shareholder value creation through ROIC and stock price appreciation.
• Employees: The vesting conditions, including continued employment, reinforce retention strategies for key executives.

Next Steps

• Monitoring the achievement of Return on Invested Capital (ROIC) and stock price appreciation targets for the performance-based Restricted Share Units.
• Continued employment of Davor Brkovich through November 17, 2028, for the vesting of the new RSU award.

Key Dates

Keywords

MATW, Matthews International, Form 4, Restricted Share Units, RSU, Executive Compensation, Insider Transaction, Stock Award, Corporate Governance