Matthew Espe
About Matthew J. Espe
Matthew J. Espe (age 66) is an independent director of Diebold Nixdorf (DBD) since 2023 and currently chairs the People & Compensation Committee while also serving on the Nomination & Governance Committee . He is the former CEO of Armstrong World Industries, with prior CEO experience at IKON Office Solutions and senior leadership roles at GE (including President & CEO of GE Lighting), and currently serves as an operating partner at Advent International and at SVP Global in the U.K. . The Board has determined he is independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Armstrong World Industries | Chief Executive Officer | 2010–2016 | Led strategic/operational transformation |
| IKON Office Solutions | Chairman & CEO | 2002–2008 | CEO leadership and governance experience |
| GE (incl. GE Lighting) | Various roles incl. President & CEO, GE Lighting | 1980–2002 | Global operating and leadership experience |
| Radial Inc. (Sterling Partners portfolio) | President & CEO (recruited to lead transformation) | Jan–Nov 2017 | Led turnaround and sale of company |
| Advent International | Operating Partner | Nov 2017–present | PE operating partner (strategy/ops) |
| SVP Global – United Kingdom | Operating Partner | Oct 2018–present | PE operating partner (turnaround) |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| WESCO International (NYSE: WCC) | Independent Director | 2016 | Public company board service |
| Anywhere Real Estate (NYSE: HOUS) | Independent Director | 2016 | Public company board service |
| Korn Ferry (NYSE: KFY) | Independent Director | Sep 2023 | Public company board service |
Board Governance
- Committees: Chair, People & Compensation; Member, Nomination & Governance .
- Independence: Board determined Espe independent under NYSE and company standards .
- Board leadership: Board chair is non-executive (Patrick J. Byrne); independent directors meet in executive session regularly, generally after each board meeting .
- Attendance: Board held 5 regular and 1 special meeting in 2024; all directors attended ≥75% of aggregate board/committee meetings during their service in 2024 .
- Related-party policy: Company prohibits director-related transactions that would impair independence; no related person transactions requiring disclosure occurred in 2024 .
- People & Compensation Committee interlocks: None in 2024 .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director cash retainer |
| Committee Chair fee (People & Comp) | $25,000 | Chair retainer per committee |
| Committee membership fees | $0 | No additional cash for membership (non-chair) |
| Meeting fees | $0 | Not paid |
| Annual RSU grant | $0 | Annual $200k RSU grant not provided to 2023 “emergence grant” recipients until those fully vest |
| 2024 total reported comp | $125,000 | Reported for Espe (cash only) |
Performance Compensation (Director Equity) — Structure and Vesting
| Award Type | Grant Date | Quantity | Vesting | Notes |
|---|---|---|---|---|
| RSUs (Director “Emergence” grant) | Dec 2023 | 40,000 | Equal annual installments over 4 years | Dividend equivalent rights; designed as one-time, front-loaded equity on post-reorg alignment |
| Stock Options (Director “Emergence” grant) | Dec 2023 | 80,000 | Equal annual installments over 4 years | Aggregate grant date fair value $1,162,400 (per director); strike not disclosed in proxy |
No performance metrics apply to director equity; vesting is time-based for directors. Annual director RSUs ($200k) are suspended until the 2023 emergence grants fully vest .
Other Directorships & Interlocks
- Current public boards: WESCO (WCC), Anywhere Real Estate (HOUS), Korn Ferry (KFY) .
- Compensation committee interlocks: None reported for 2024 at DBD .
- Board independence determination considered outside affiliations and found no impairment of independence .
Expertise & Qualifications
- CEO experience (Armstrong, IKON), strategic transformation, finance/accounting, international business, risk oversight, technology/retail sectors, and cybersecurity; recognized for strategic vision and implementing change .
Equity Ownership
| Holding (as of Mar 3, 2025) | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | — | As reported in Security Ownership table |
| Stock options exercisable within 60 days | 20,000 | As reported in Security Ownership table |
| Unvested RSUs (not counted as beneficially owned) | 30,000 | Director footnote; unvested RSUs not included in beneficial ownership |
| Deferred shares (director plan) | 10,000 | Deferred under Deferred Compensation Plan No. 2 for Directors |
| Ownership as % of shares outstanding | <1% | Asterisk indicates less than 1% |
| Director ownership guideline | 5× annual cash retainer | Unvested and deferred shares count toward guideline |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging or pledging by directors |
Governance Assessment
- Strengths
- Independent director with deep CEO/turnaround experience; chairs People & Compensation, aligning pay programs with shareholder interests .
- Clear independence determination; no related-party transactions disclosed for 2024; hedging/pledging prohibited by policy .
- Board process quality indicators: regular executive sessions, annual board/committee evaluations, ≥75% attendance, and use of an independent comp consultant (Semler Brossy) .
- Shareholder say-on-pay support was 99.44% in 2024, signaling investor confidence in compensation governance (as overseen by his committee) .
- Watch items
- Reported beneficial ownership shows no directly owned shares as of the record date, with alignment largely via unvested RSUs, options and deferred shares; while guidelines count unvested/deferred shares, some investors prefer higher outright ownership for directors .
- Multiple external directorships (WCC, HOUS, KFY): no independence impairment disclosed, but should be monitored for potential time/attention constraints and any evolving business overlaps; the company’s independence review found no material conflicts .
Overall read-through: Espe’s chairship of the People & Compensation Committee, strong say-on-pay result, absence of related-party issues, and prohibitions on hedging/pledging support investor confidence. Alignment is front-loaded through 2023 “emergence” equity; annual equity grants resume only after those vest, which may be viewed positively as discipline but leaves 2024 comp entirely in cash for Espe .