Matthew Miller
ConfluentAbout Matthew Miller
Matthew Miller, age 44, is an independent Class II director of Confluent (CFLT) serving since March 2017; his current term runs until the 2026 annual meeting . He is a founder and partner of Evantic Capital (since January 2025) and previously was a Partner at Sequoia Capital (2012–January 2025) . He holds a B.S. in Finance from Brigham Young University . Confluent’s Board has affirmatively determined Miller is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sequoia Capital | Partner | 2012–Jan 2025 | VC leadership in data/cloud; board experience at private companies |
| Confluent (Board) | Director (Class II) | Mar 2017–present | Audit and Compensation Committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Evantic Capital | Founder & Partner | Jan 2025–present | London-based venture capital firm |
| Various privately held companies | Director | Current | Specific entities not disclosed |
Board Governance
- Independence: The Board determined all directors other than the CEO (Jay Kreps) are independent; Miller is independent .
- Leadership: CEO is Chair; Greg Schott serves as Lead Independent Director and presides over executive sessions of non-management directors .
- Committees and roles:
- Audit Committee: Member; committee chaired by Jonathan Chadwick .
- Compensation Committee: Member; committee chaired by Alyssa Henry .
- Nominating & Governance: Not a member .
- Mergers & Acquisitions: Not a member .
- Attendance: In FY2024, the Board met 6 times; each director attended at least 75% of Board and applicable committee meetings; 7 of 9 directors attended the 2024 annual meeting .
| Committee | Role | Key Oversight Areas |
|---|---|---|
| Audit | Member | Financial reporting/internal controls, independent auditor, legal/compliance, cybersecurity/data privacy, related-party transaction review |
| Compensation | Member | Exec/director compensation, incentive plans/awards, clawback and ownership policies, succession planning, consultant oversight |
Fixed Compensation
| Year | Cash Retainers Earned | Notes |
|---|---|---|
| 2024 | $0 | Miller waived the annual Board and committee cash retainers for FY2024 . |
Non-employee director policy (2024 schedule):
- Board member retainer: $30,000; Audit member: $10,000; Compensation member: $7,500; Chair premiums as disclosed (not applicable to Miller) .
Performance Compensation
| Element | Grant/Value | Vesting | Notes |
|---|---|---|---|
| Annual RSU award | Waived for FY2024 | Typically fully vests by next annual meeting or first anniversary | Standard policy is $200,000 grant value converted to RSUs on annual meeting date . |
| Change-in-control | 100% vesting acceleration for outstanding director equity awards and any annual cash awards provided in lieu of RSUs, immediately prior to closing | — | Applies to non-employee directors, including Miller . |
No performance-conditioned metrics (e.g., TSR or revenue goals) are used for director equity; RSUs are time-based under the policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Miller . |
| Private company boards | Serves on several privately held company boards (entities not named) . |
| Compensation Committee interlocks | None; the proxy states no interlocks for committee members (including Miller) and no overlapping executive roles creating interlocks . |
Expertise & Qualifications
- Finance/Investing: Long-tenured VC partner; experience across data analytics and cloud services .
- Board/committee experience: Audit and Compensation committee service; ability to read/understand financial statements as required for Audit members .
- Education: B.S. Finance, BYU .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Instruments | Notes |
|---|---|---|---|---|
| Matthew Miller | 9,886 (<1%) | 0 | No RSUs/options outstanding as of Dec 31, 2024 | Breakdown: 9,683 Class A via personal trust (shared voting/dispositive power); 203 Class A via family trust (spouse trustee) . |
| Ownership guidelines | Directors expected to hold ≥5x annual cash retainer within 5 years | — | Company disclosed all non-employee directors were in compliance or within the time window as of Dec 31, 2024 . | |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy | — | Enhances alignment; reduces risk of misaligned incentives . |
Governance Assessment
- Committee effectiveness: Miller’s dual committee membership (Audit and Compensation) places him in core oversight lanes—financial integrity, risk, and executive pay design—supportive of board effectiveness .
- Independence & engagement: Affirmed independent; attended at least 75% of meetings (Board-level affirmation), with the Board meeting regularly across committees .
- Compensation alignment: Waived both cash retainers and annual RSU in 2024, signaling restraint and potential alignment with shareholder interests; however, the absence of director equity grants may modestly reduce direct “skin-in-the-game” versus policy baseline (mitigated by ownership guidelines and his beneficial ownership) .
- Conflicts/related-party exposure: No related person transactions involving Miller were disclosed; the Audit Committee reviews any such transactions per policy . No compensation committee interlocks were reported .
- Policies supporting investor confidence: Strict prohibition on hedging/pledging; director stock ownership guidelines; Lead Independent Director structure with executive sessions; clear committee charters .
- Say-on-pay context: 98% approval of executive say-on-pay at the prior annual meeting (2023), indicating broad shareholder support for pay governance (company-level signal) .
RED FLAGS
- None disclosed specific to Miller: no related-party transactions, no hedging/pledging permitted, no interlocks; attendance threshold met .
- Monitoring item: Given new VC affiliation (Evantic Capital) from Jan 2025, continued oversight for potential related-party interactions or perceived conflicts is prudent; policy and Audit Committee review mechanisms are in place .
Director Compensation Mix (FY2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $0 (waived) |
| Stock Awards (RSUs) | $0 (waived) |
| Options | $0 |
| Total | $0 |
Board/Committee Retainer Policy Reference (FY2024)
| Position | Annual Retainer |
|---|---|
| Board Member | $30,000 |
| Audit Committee Member | $10,000 |
| Compensation Committee Member | $7,500 |
Committee Assignments
| Committee | Membership | Chair |
|---|---|---|
| Audit | Jonathan Chadwick (Chair), Matthew Miller, Neha Narkhede, Eric Vishria | Chadwick |
| Compensation | Alyssa Henry (Chair), Lara Caimi, Matthew Miller, Greg Schott | Henry |
Board Attendance/Meetings (FY2024)
| Body | Meetings Held | Attendance Note |
|---|---|---|
| Board | 6 | Each director ≥75% of Board + applicable committee meetings |
| Audit | 5 | — |
| Compensation | 5 | — |
| Nominating & Governance | 4 | — |
| M&A | 1 | — |
Policies & Controls
- Related Person Transactions Policy (Audit Committee oversight) .
- Insider Trading Policy—no hedging/short sales/pledging; no publicly traded options transactions .
- Corporate Governance Guidelines: director service cap (>4 additional public boards requires approval) .
- Director stock ownership guidelines—≥5x cash retainer within 5 years; compliance status as of 12/31/2024 .
Overall, Matthew Miller presents as an engaged, independent director with core committee responsibilities and no disclosed conflicts, reinforcing governance quality. His waiver of 2024 director compensation reduces cash/equity accruals but is balanced by ownership policies and beneficial holdings; continued monitoring of external VC activities is advisable under the related-party policy framework .