Form 4: Matthews Intl. CEO's Equity Transactions & New RSU Grant
Insider Transaction Report
Matthews International CEO Joseph C. Bartolacci reported the vesting of restricted share units, a tax-related stock sale, and a new RSU award.
Summary
- CEO Joseph C. Bartolacci reported transactions in Matthews International Corp (MATW) Class A Common Stock and Restricted Share Units (RSUs).
- On November 14, 2025, 60,000 time-based restricted share units vested and converted into Class A common stock.
- Concurrently, 26,094 shares of Class A common stock were sold back to the company at $24.93 per share to cover tax withholding obligations related to the RSU vesting.
- Following these transactions, Mr. Bartolacci beneficially owned 584,953 shares of Class A Common Stock.
- On November 17, 2025, Mr. Bartolacci was awarded 145,800 new Restricted Share Units under the Company's Amended and Restated 2017 Equity Incentive Plan.
- The new RSU grant has a complex vesting schedule: 40% vests on November 17, 2028 (time-based), 30% vests based on Return on Invested Capital (ROIC) metrics, and 30% vests based on stock price appreciation.
- All vesting is generally subject to continued employment through November 17, 2028, with performance-based units potentially converting at 50% to 200% based on achievement, or being forfeited if thresholds are not met.
- Mr. Bartolacci now holds 235,800 derivative securities (RSUs).
Sentiment
Score: 6
Explanation: Slightly positive due to the new RSU award, which aligns executive incentives with future company performance, despite a routine tax-related share sale.
Positives
- New award of 145,800 Restricted Share Units aligns CEO's incentives with long-term company performance and shareholder value.
- Performance-based vesting components (ROIC and stock price appreciation) directly link a significant portion of the CEO's compensation to key financial and market metrics.
Negatives
- Sale of 26,094 shares, although for tax purposes, reduces the CEO's direct beneficial ownership of common stock.
Risks
- Forfeiture of performance-based restricted share units if Return on Invested Capital (ROIC) or stock price appreciation thresholds are not met by the end of the performance period.
- Vesting of all units is generally subject to continuing employment through November 17, 2028, posing a risk of forfeiture if employment ceases.
Future Outlook
The new RSU award's vesting is tied to future company performance metrics, specifically Return on Invested Capital (ROIC) and stock price appreciation, through November 17, 2028, indicating a long-term incentive structure for the CEO.
Industry Context
The use of restricted share units with both time-based and performance-based vesting conditions is a common executive compensation practice designed to align management interests with long-term shareholder value creation.
Comparison to Industry Standards
- Many public companies, such as Apple (AAPL) or Microsoft (MSFT), utilize similar equity incentive plans for their executives, often incorporating performance metrics like ROIC, EPS growth, or total shareholder return to ensure compensation is tied to strategic objectives and market performance.
- The structure of 40% time-based and 60% performance-based for the new RSU grant is a robust approach to executive alignment, balancing retention with performance incentives, which is consistent with best practices in executive compensation.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Delegation | Joseph C. Bartolacci granted a Limited Power of Attorney to Brian D. Walters, Michael Warnes, Kevin Lenart, and Mia M. Lennon to handle his SEC reporting obligations, including Forms 3, 4, 5, and other filings. | 2025-08-22 | Streamlines SEC compliance for the CEO and ensures timely and accurate filings by designated legal/compliance personnel. |
| Equity Incentive Plan Utilization | The award of new Restricted Share Units was made under the Company's Amended and Restated 2017 Equity Incentive Plan, which governs executive equity compensation. | 2025-11-17 | Reinforces the company's established framework for executive compensation, linking incentives to long-term performance. |
Related Party Transactions
- Sale of 26,094 shares of Class A Common Stock to the registrant (Matthews International Corp) at $24.93 per share to cover tax withholding on RSU vesting.
Stakeholder Impact
- Shareholders: The new RSU award, with its performance-based vesting, aligns the CEO's financial interests with shareholder value creation, potentially leading to improved long-term performance. The tax-related sale is a routine event and does not indicate a lack of confidence.
- Employees: Continued employment of the CEO through the vesting period of the new RSUs signals stability in top leadership.
Next Steps
- Continued employment of Joseph C. Bartolacci through November 17, 2028, for full vesting of new RSUs.
- Achievement of specific Return on Invested Capital (ROIC) and stock price appreciation targets for performance-based RSU vesting.
Key Dates
| Date | Description |
|---|---|
| 2025-08-22 | Date of Limited Power of Attorney for SEC reporting obligations. |
| 2025-11-14 | Vesting date for 60,000 time-based restricted share units and subsequent sale of shares for tax withholding. |
| 2025-11-17 | Award date for 145,800 new restricted share units. |
| 2025-11-18 | Date of filing of the Form 4. |
| 2028-11-17 | General vesting date for time-based portion of new RSU grant and end of performance period for performance-based units. |
Keywords
MATW, insider trading, Form 4, RSU, stock award, CEO, equity incentive, executive compensation, Matthews International
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.