Matthew Cohler
About Matthew R. Cohler
Matthew R. Cohler (age 48) has served as an independent director of 1stdibs.com, Inc. (DIBS) since September 2011 and is the Board’s lead independent director. He is a Partner at Benchmark Capital (since June 2008) and previously held senior product roles at Meta Platforms (Vice President of Product Management, 2005–June 2008) and LinkedIn (Vice President, 2003–2005). Cohler holds a B.A. in Music from Yale University, and brings extensive venture, product, and technology industry experience to DIBS’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms, Inc. | VP, Product Management | 2005–Jun 2008 | Product leadership at scaled consumer tech |
| LinkedIn Corporation | Vice President | 2003–2005 | Early leadership at enterprise/consumer network |
| Benchmark Capital | Partner | Jun 2008–Present | Venture capital, investor oversight |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Asana, Inc. (NYSE: ASAN) | Director | Nov 2009–Present | Committee roles not disclosed |
| KKR & Co. Inc. (NYSE: KRR) | Director | Dec 2021–Present | Committee roles not disclosed |
| Domo, Inc. | Director | Jul 2011–Mar 2019 | Former board service |
| Uber Technologies, Inc. (NYSE: UBER) | Director | Jun 2017–Jul 2019 | Former board service |
Board Governance
- Independence: The Board determined Cohler is independent under Nasdaq rules; six of seven directors were independent in 2024 and 2025 .
- Lead Independent Director: Cohler serves as lead independent director; responsibilities include presiding when the Chair is absent and serving as liaison between the Chair and independent directors .
- Committees: Audit Committee member; the Audit Committee met four times in 2024 and five times in 2023. Audit Committee members: Lori A. Hickok (Chair), Matthew R. Cohler, Paula J. Volent .
- Audit Committee expertise: The Board determined each Audit member qualifies as an “audit committee financial expert” and meets Nasdaq financial sophistication requirements .
- Attendance: The Board met four times in 2024 and eight times in 2023; each director attended at least 75% of Board and applicable committee meetings; five of seven directors attended the 2024 annual meeting; three of six attended the 2023 annual meeting .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting .
| Governance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held | 8 | 4 |
| Audit Committee meetings | 5 | 4 |
| Director attendance threshold achieved (≥75%) | Yes (all directors) | Yes (all directors) |
| Directors attending annual meeting | 3 of 6 | 5 of 7 |
Fixed Compensation
- Standard Director Cash Compensation Policy: Annual cash retainer $30,000; additional annual retainers: Non-executive Chair $20,000; committee fees: Audit Chair $20,000 (member $10,000), Compensation Chair $12,000 (member $6,000), Nominating & Governance Chair $8,000 (member $4,000) .
| Cash Component | Amount |
|---|---|
| Annual retainer (non-employee directors) | $30,000 |
| Non-executive Chair retainer | $20,000 |
| Audit Committee – Chair / Member | $20,000 / $10,000 |
| Compensation Committee – Chair / Member | $12,000 / $6,000 |
| Nominating & Governance – Chair / Member | $8,000 / $4,000 |
| Matthew R. Cohler – Actual Cash Fees | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $60,000 | $60,000 |
Performance Compensation
- Equity compensation (directors): Annual RSU grant sized at $150,000 divided by the 90-day trailing average stock price; vests fully on the first Company Vesting Date after the annual meeting (or upon change in control). Initial RSU awards for new directors vest in equal annual installments over three years .
- For Cohler, equity awards are RSUs; no director stock options granted by policy; RSUs are time-based (no performance metrics). Anti-hedging policy prohibits hedging transactions without pre-clearance .
| Matthew R. Cohler – Stock Awards (Grant-date ASC 718 fair value) | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards ($) | $110,137 | $189,849 |
| Director Equity Vesting & Metrics | Details |
|---|---|
| Annual RSU grant sizing | $150,000 ÷ 90-day trailing average price; rounded to whole shares |
| Annual RSU vest timing | Fully vests on first Company Vesting Date after annual meeting, or on change in control |
| Initial RSU award for new directors | Vests in equal annual installments over 3 years or upon change in control |
| Performance metrics tied to director equity | None; time-based vesting only |
Other Directorships & Interlocks
- Benchmark Affiliation and Ownership: Entities affiliated with Benchmark Capital beneficially owned 20.47% of DIBS as of March 11, 2025. Cohler is a member of Benchmark Capital Management Co. VII, L.L.C. (general partner of Benchmark Funds) and may be deemed to share voting/dispositive power over shares held by those funds; Cohler also beneficially owns DIBS shares directly and via options .
- No related-party transactions involving Cohler were disclosed; DIBS maintains a Related Person Transactions Policy overseen by the Audit Committee .
| Holder/Entity | Ownership / Role | Notes |
|---|---|---|
| Benchmark Capital affiliated entities | 20.47% of common stock (7,307,832 shares) | General partners BCMC V/VII oversee funds; BCMC VII members include Cohler |
| Matthew R. Cohler | Director; Benchmark Partner | Lead independent director at DIBS; Audit member |
Expertise & Qualifications
- Technology and marketplace expertise; senior product leadership at Meta and LinkedIn; venture investing experience at Benchmark; Board-level experience at Asana and KKR .
- Financial oversight: Audit Committee member; Board determined Audit members (including Cohler) qualify as audit committee financial experts and meet Nasdaq financial sophistication rules .
Equity Ownership
| Ownership Measure | As of Dec 31, 2024 | As of Mar 11, 2025 |
|---|---|---|
| RSUs outstanding (shares) | 31,380 | — |
| Shares beneficially owned | — | 3,714,821 (10.40%) |
| Composition of beneficial ownership | — | 3,653,916 shares held by BCMC VII; 43,238 shares; options to purchase 17,667 shares exercisable within 60 days |
- Anti-hedging: Directors are prohibited from hedging DIBS securities without written pre-clearance .
- Stock ownership guidelines: Nominating & Governance Committee reviews director and officer ownership guidelines; numeric multiples not disclosed .
Governance Assessment
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Strengths:
- Lead independent director role enhances independent oversight with clear responsibilities; independent directors chair all committees .
- Audit Committee membership and “financial expert” designation support high-quality financial oversight and risk monitoring, including cybersecurity .
- Consistent attendance threshold met (≥75%) and regular executive sessions of independent directors .
- Director equity grants create alignment; meaningful personal and affiliated ownership aligns long-term incentives .
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Watch items / potential conflicts:
- Benchmark is a 20.47% holder; Cohler’s Benchmark affiliation and lead independent status present a potential conflict of interest in matters affecting large shareholders (e.g., governance changes, capital allocation). The company’s Related Person Transactions Policy and Audit Committee oversight mitigate but do not eliminate this structural risk .
- Multiple public boards (DIBS, Asana, KKR) raise overboarding considerations, though the Corporate Governance Guidelines require committee approval for service on more than four boards; Cohler appears within that limit .
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Compensation signals:
- Year-over-year increase in Cohler’s stock award fair value from $110,137 (2023) to $189,849 (2024) reflects RSU sizing mechanics and share price inputs rather than increased guaranteed cash; overall director pay structure remains standard-market with time-based RSUs (no performance metrics), and committee fees modest .
-
Policy safeguards:
- Anti-hedging policy and incentive compensation recoupment policy (clawback) are in place; no waivers to codes of conduct disclosed .
Overall, Cohler’s governance profile combines strong board leadership and audit oversight with meaningful ownership alignment. The Benchmark affiliation should be monitored in contexts where large-holder interests may diverge from broader shareholder interests; disclosure and committee independence frameworks are in place to manage conflicts .