Matthew Guy-Hamilton
About Matthew Guy-Hamilton
Matthew Guy-Hamilton, age 41, has served on Solo Brands, Inc. (DTC) Board since October 2020. He is a Managing Director at Summit Partners L.P., co-head of the Financial Services & Technology Group, and previously served on the board of EngageSmart, Inc. (NYSE: ESMT) from September 2021 through January 2024. He graduated summa cum laude with a B.A. in Economics from Colby College. The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Partners L.P. | Managing Director; Co-head, Financial Services & Technology Group | Joined 2005; ongoing | Oversees several Summit portfolio companies; finance and general management expertise |
| EngageSmart, Inc. (NYSE: ESMT) | Director | Sep 2021 – Jan 2024 | Board service at public company; technology/fintech orientation |
External Roles
- Managing Director, Summit Partners L.P.; co-head of Financial Services & Technology Group
- Prior public company board: EngageSmart, Inc. (NYSE: ESMT), Sep 2021–Jan 2024
Board Governance
| Committee | Role | Committee Members | Meetings in 2024 |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | Matthew Guy-Hamilton; Andrea K. Tarbox | 4 |
| Compensation | Member | Michael C. Dennison; Matthew Guy-Hamilton; David Powers (Chair) | 6 |
| Audit | Not a member | Andrea K. Tarbox (Chair); Michael C. Dennison; David Powers | 4 |
| Board overall | Independent status | Board determined Matthew Guy-Hamilton is independent under NYSE rules | — |
| Board meetings | Attendance | Board met 7 times; each incumbent director attended at least 75% of Board and applicable committee meetings | 7; ≥75% |
| Executive sessions | Frequency | Non-management directors meet in executive session on a regularly scheduled basis; chaired by the Chairman | Regularly |
| Lead Independent Director | Role holder | Michael C. Dennison serves as Lead Director; member of Compensation and Audit committees | — |
Fixed Compensation
- Policy: Employee directors and non-employee directors who are affiliates of Summit Partners receive no additional compensation for Board service .
- Based on this policy, as a Summit Partners affiliate, Matthew Guy-Hamilton receives no cash retainers, meeting fees, or committee chair/member fees from Solo Brands .
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Summit Partners affiliates receive no additional compensation |
| Committee member fees | $0 | Summit Partners affiliates receive no additional compensation |
| Committee chair fees | $0 | Summit Partners affiliates receive no additional compensation |
| Meeting fees | $0 | Summit Partners affiliates receive no additional compensation |
Performance Compensation
- Policy: Summit Partners affiliates receive no equity compensation for Board service .
- Non-affiliate directors received RSUs with grant-date fair values (e.g., $151,878–$180,356 in 2024) that vest by the earlier of the day immediately preceding the next annual meeting or the first anniversary of grant, subject to service; this structure does not apply to Mr. Guy-Hamilton as a Summit affiliate .
| Equity Award Type | Grant-Date Fair Value | Vesting Terms | Applicability to Matthew Guy-Hamilton |
|---|---|---|---|
| RSUs (non-affiliate directors) | $151,878–$180,356 (examples from 2024) | Vest on earlier of day before next annual meeting or first anniversary of grant; service-based | Not applicable (Summit affiliate, no equity compensation) |
Other Directorships & Interlocks
| Organization | Role | Tenure | Potential Interlock/Conflict |
|---|---|---|---|
| EngageSmart, Inc. (NYSE: ESMT) | Director | Sep 2021 – Jan 2024 | None disclosed with DTC |
| Summit Partners L.P. | Managing Director; co-head FST | 2005–present | Summit Partners is a significant DTC stockholder with nomination rights and certain governance controls, creating potential influence/interlock with DTC’s Board |
Expertise & Qualifications
- Finance and general management expertise; co-head of Summit’s Financial Services & Technology Group .
- Public company board experience (ESMT) .
- Academic credentials: B.A. Economics, summa cum laude, Colby College .
Equity Ownership
- Beneficial ownership: The 2025 proxy indicates Matthew Guy-Hamilton held no beneficial ownership of DTC Class A or Class B shares as of the record date .
- Entities affiliated with Summit Partners beneficially owned 29,867,378 Class A shares (50.5%) and 14,167,582 Class B shares (42.8%) with combined beneficial ownership 74.4% and combined voting power 47.7%, underscoring significant shareholder influence .
| Holder | Class A Shares (#) | Class A (%) | Class B Shares (#) | Class B (%) | Combined Beneficial Ownership (%) | Combined Voting Power (%) |
|---|---|---|---|---|---|---|
| Matthew Guy-Hamilton | — | — | — | — | — | — |
| Entities affiliated with Summit Partners | 29,867,378 | 50.5 | 14,167,582 | 42.8 | 74.4 | 47.7 |
Additional alignment policies:
- Anti-hedging policy prohibits directors, officers, employees, and controlled entities from engaging in hedging transactions in Company equity (e.g., collars, swaps) .
Governance Assessment
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Strengths:
- Independent director under NYSE rules; chairs Nominating & Corporate Governance and serves on Compensation Committee, signaling active governance engagement .
- Board and committee processes appear robust: regular executive sessions; Board met 7 times in 2024; all incumbents ≥75% attendance, with committee activity across Audit (4), Compensation (6), and Nominating (4) meetings .
- Compensation Committee uses independent consultant (Pearl Meyer) and assessed independence, reducing consultant conflict risk .
-
Potential conflicts / RED FLAGS:
- Summit Partners’ significant ownership and contractual rights: nomination of up to four directors, approval rights over Board size changes, and registration rights—creating potential influence over Board composition and governance agenda; Mr. Guy-Hamilton is a Summit MD and designated nominee, which could raise perceived conflicts despite formal independence .
- As a Summit affiliate, he receives no director compensation or equity from DTC—this avoids pay conflicts but reduces direct “skin-in-the-game” alignment at the individual level; beneficial ownership is shown as none for him personally .
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Net view:
- Board effectiveness benefits from Mr. Guy-Hamilton’s finance/tech expertise and committee leadership. However, Summit’s control provisions and concentrated ownership warrant monitoring for entrenchment risks and potential prioritization of sponsor interests over minority holders; ongoing transparency in related-party arrangements and director independence evaluations remains essential for investor confidence .