Arshad Matin
About Arshad Matin
Independent Chair of the Board at ASGN since June 2021 (director since June 2014). Currently President & CEO of Avetta, LLC (private supply chain risk management) since October 2019. Prior roles include CEO of Paradigm Ltd., EVP at IHS Inc., CEO of Seismic Micro-Technology, GM of Enterprise Security at Symantec, CEO of BindView, and Partner at McKinsey. Education: B.E. (Electrical Engineering), Regional Engineering College (India); M.S. (Computer Engineering), University of Texas at Austin; MBA, Wharton. The Board determined he is independent under NYSE/SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avetta, LLC | President & CEO | 2019–present | Leads supply chain risk management company; prior responsibility for >$1.5B revenue and >4,500 employees cited in credentials |
| Warburg Pincus | Entrepreneur in Residence | 2018–2019 | Strategic advisory to portfolio companies |
| Paradigm Ltd. | Chief Executive Officer | 2013–2018 | Software developer to oil & gas sector |
| IHS Inc. | Executive Vice President | 2012–2013 | Publicly-traded information and analytics firm |
| Seismic Micro‑Technology | Chief Executive Officer | 2007–2011 | Geology/geophysics software |
| Symantec | GM, Enterprise Security | 2006–2007 | Security software |
| BindView | Chief Executive Officer | 2004–2005 | IT security compliance software |
| McKinsey & Company | Partner (tech/software) | 1995–2004 | Strategy and operations in tech/software |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| VTEX (public) | Director | Not disclosed | Compensation Committee member |
| Texas Children’s Hospital | Trustee | Not disclosed | Non-profit governance role |
| Houston Endowment | Director | Not disclosed | Non-profit governance role |
| Asia Society Texas Center | Trustee | Not disclosed | Non-profit governance role |
Board Governance
- Roles and independence: Independent Chair since June 2021; the Board maintains an independent Chair structure, which it deems appropriate; all directors except the CEO were determined independent as of March 19, 2025.
- Committee assignments: Member of the ad hoc Litigation Committee (created June 2024; no fees paid).
- Board activity and attendance: Board held six meetings in 2024 (plus two unanimous written consents); independent directors regularly meet in executive session led by the independent Chair; all directors attended the 2024 Annual Meeting of Stockholders.
- Risk oversight: Committees cover audit, compensation, nominating & governance, and strategy & technology (including cybersecurity); the Litigation Committee oversees major litigation/audit/investigations.
- Related-party controls: Audit Committee oversees a process for identifying/disclosing related-party and significant transactions; Board independence review considers such relationships.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (Matin) | $190,000 | Director compensation table for 2024 |
| Standard annual cash retainer (all non‑exec directors) | $85,000 | Structure in effect through 2024 |
| Chair of the Board additional retainer | $100,000 | Annual, paid quarterly |
| Committee member annual retainers | $12,000 Audit; $7,500 Comp; $5,000 N&G; $5,000 Strategy & Tech | Paid to non‑chair members per committee |
| Committee chair fees | $18,000 Audit; $17,500 Comp; $15,000 N&G; $15,000 Strategy & Tech | Annual, paid quarterly |
Performance Compensation (Director)
| Equity Element | 2024 Grant Value | Structure and Vesting |
|---|---|---|
| RSUs (Matin) | $184,930 | Annual grant; one‑half vests on grant date (Jan 2, 2024) and one‑half on one‑year anniversary; number of shares based on grant‑date price ($95.67). As of 12/31/24, Matin held 966 unvested shares. |
No performance‑conditioned equity is used for directors; RSUs are time‑vested to align directors with shareholder interests.
Other Directorships & Interlocks
- Public board: VTEX – Director and member of the Compensation Committee.
- ASGN Compensation Committee interlocks: None; no member was an ASGN officer/employee in 2024; no relationships requiring interlock disclosure.
Expertise & Qualifications
- Strategic advisory and executive leadership experience (multiple CEO roles; McKinsey partner).
- Technology/systems/cybersecurity and risk management exposure; Board experience matrix indicates broad strengths across governance, finance, and M&A among directors, with Matin included.
- Education includes engineering (UT Austin M.S.; India B.E.) and MBA (Wharton).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (ASGN common) | 12,529 shares as of March 31, 2025 (<1% of outstanding). |
| Unvested director RSUs | 966 unvested shares as of 12/31/2024. |
| Ownership guidelines | Directors must own shares equal to 5x $85,000 = $425,000 within 5 years; all directors/officers in compliance as of March 1, 2025. |
| Hedging/Pledging | Prohibited for directors and executive officers. |
| Shares outstanding basis | 43,917,659 shares outstanding as of March 31, 2025 (for % calc). |
Governance Assessment
-
Strengths / positive signals
- Independent Chair with long tenure on the Board; clear separation from management enhances oversight.
- Active oversight structure (Audit, Compensation, N&G, Strategy & Tech; Litigation Committee), with documented risk oversight (including cybersecurity) and related‑party review processes.
- Director pay mix balanced with meaningful equity; clear/codified director fee structure; no director options or “option‑like” awards; prohibition on hedging/pledging; robust ownership guidelines with full compliance.
- High Say‑on‑Pay support (99.2% in 2024) indicates broad investor confidence in compensation governance.
-
Watch items / potential risks
- Matin is an active private‑company CEO (Avetta) while serving as ASGN’s independent Chair; time allocation is a general consideration for board effectiveness (no adverse attendance disclosure for him and all directors attended 2024 Annual Meeting).
- Continue monitoring for any related‑party exposure with his external roles; Audit Committee oversees related‑party processes, and Board annually reviews independence (all but CEO deemed independent in 2025).
-
Director compensation mix (2024): Matin received $190,000 cash (incl. Chair retainer) and $184,930 in RSUs; approximate 51% cash / 49% equity, supporting alignment without pay complexity.