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Arshad Matin

Chair of the Board at ASGNASGN
Board

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

OrganizationRoleTenureCommittees/Impact
Avetta, LLCPresident & CEO2019–presentLeads supply chain risk management company; prior responsibility for >$1.5B revenue and >4,500 employees cited in credentials
Warburg PincusEntrepreneur in Residence2018–2019Strategic advisory to portfolio companies
Paradigm Ltd.Chief Executive Officer2013–2018Software developer to oil & gas sector
IHS Inc.Executive Vice President2012–2013Publicly-traded information and analytics firm
Seismic Micro‑TechnologyChief Executive Officer2007–2011Geology/geophysics software
SymantecGM, Enterprise Security2006–2007Security software
BindViewChief Executive Officer2004–2005IT security compliance software
McKinsey & CompanyPartner (tech/software)1995–2004Strategy and operations in tech/software

External Roles

OrganizationRoleTenureCommittees/Notes
VTEX (public)DirectorNot disclosedCompensation Committee member
Texas Children’s HospitalTrusteeNot disclosedNon-profit governance role
Houston EndowmentDirectorNot disclosedNon-profit governance role
Asia Society Texas CenterTrusteeNot disclosedNon-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)

Component2024 AmountNotes
Cash fees (Matin)$190,000Director compensation table for 2024
Standard annual cash retainer (all non‑exec directors)$85,000Structure in effect through 2024
Chair of the Board additional retainer$100,000Annual, paid quarterly
Committee member annual retainers$12,000 Audit; $7,500 Comp; $5,000 N&G; $5,000 Strategy & TechPaid to non‑chair members per committee
Committee chair fees$18,000 Audit; $17,500 Comp; $15,000 N&G; $15,000 Strategy & TechAnnual, paid quarterly

Performance Compensation (Director)

Equity Element2024 Grant ValueStructure and Vesting
RSUs (Matin)$184,930Annual 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

ItemDetail
Beneficial ownership (ASGN common)12,529 shares as of March 31, 2025 (<1% of outstanding).
Unvested director RSUs966 unvested shares as of 12/31/2024.
Ownership guidelinesDirectors must own shares equal to 5x $85,000 = $425,000 within 5 years; all directors/officers in compliance as of March 1, 2025.
Hedging/PledgingProhibited for directors and executive officers.
Shares outstanding basis43,917,659 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.