Matthew J. Espe
About Matthew J. Espe
Independent director of Anywhere Real Estate Inc. (HOUS) since August 2016; age 66. Former President & CEO of Armstrong World Industries (2010–2015), prior CEO roles at IKON Office Solutions and Ricoh Americas, and former President & CEO of GE Lighting. Currently an operating partner at Advent International (since 2017) and serves on public company boards of WESCO International Inc., Diebold Nixdorf, Incorporated, and Korn Ferry. Independent under NYSE standards; member of the Compensation & Talent Management Committee and Chair of the Nominating & Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Advent International | Operating Partner | 2017–present | Global PE firm; operating partner role underscores strategic/operational expertise |
| Strategic Value Partners Global | Operating Partner | 2018–Apr 2023 | Global investment firm; governance and transformation experience |
| Periphas Capital | Operating Partner | 2018–Jan 2023 | Private investment firm; board experience via PCP Corporation |
| Radial Inc. | CEO | Feb–Nov 2017 | Omnichannel commerce tech and operations; led through acquisition by bpost |
| Armstrong World Industries | President & CEO | 2010–2015 | Public company CEO; operational efficiency and change leadership |
| Ricoh Americas | Chairman & CEO | Not specified | Led major office technology firm operations |
| IKON Office Solutions | Chairman & CEO | 2002–2008 | Public company CEO; restructuring and performance management |
| General Electric (GE Lighting) | President & CEO | Not specified | 20+ years at GE; executive leadership credentials |
External Roles
| Organization | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| WESCO International Inc. | Director | Current | Public board service |
| Diebold Nixdorf, Incorporated | Director | Current | Public board service |
| Korn Ferry | Director | Current | Public board service |
| Foundation Building Materials, Inc. | Director | 2018–2021 | Prior public board until acquisition |
| Periphas Capital Partnership Corporation | Director | Jan 2018–Jan 2023 | Prior public board |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance (NGC); Member, Compensation & Talent Management (CTM). All committee members are independent.
- Independence: Board affirms independence for all directors other than CEO; committees (Audit, CTM, NGC, Product & Technology) comprised solely of independent directors.
- Attendance: In 2024 the Board held 16 meetings; each director attended at least 75% of aggregate Board and committee meetings. Directors are expected to attend the annual meeting; in 2024 twelve directors attended.
- Investor engagement and responsiveness: Board led extensive investor outreach; low 2024 say-on-pay support prompted compensation program adjustments and a commitment to avoid off-cycle awards absent extraordinary circumstances.
- Governance reforms: Board approved proposal to eliminate the last remaining supermajority vote provision (removal of directors) subject to shareholder approval, signaling shareholder-friendly governance.
| Committee | Role | 2024 Meetings Held |
|---|---|---|
| Nominating & Corporate Governance | Chair | 6 |
| Compensation & Talent Management | Member | 5 |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 120,000 | 160,001 | 280,001 |
| 2024 | 125,000 | 160,004 | 285,004 |
- Director fee schedule (unchanged since May 2021): Annual director cash retainer $90,000; annual RSU grant $160,000 (vests in one year); committee member retainers: Audit $15,000, CTM $15,000, NGC $10,000, PTC $10,000; additional chair retainers: Audit $20,000, CTM $20,000, NGC $10,000, PTC $10,000. RSUs generally granted post-annual meeting; directors may defer fees/RSUs into deferred stock units under the Director Deferred Compensation Plan.
Performance Compensation
| Compensation Element | Performance Metric(s) | Design Details | 2024 Status |
|---|---|---|---|
| Annual cash incentive (Director) | None | Directors do not receive performance-based cash incentives | Not applicable |
| RSU awards (Director) | None | Time-based vesting; one-year vest from grant; no options in director program | Unvested RSUs at 12/31/2024: 31,435 |
| Options (Director) | None | Not part of director compensation | Not applicable |
No director-specific performance metrics are used; compensation aligns via equity retainer RSUs with one-year vesting.
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public boards | WESCO International Inc.; Diebold Nixdorf, Incorporated; Korn Ferry |
| Interlocks with HOUS ecosystem | No related-person transactions disclosed for Mr. Espe; no noted interlocks with HOUS competitors/suppliers/customers in proxy. |
| Board service limits policy | HOUS limits non-CEO directors to ≤4 other public company boards; Espe’s three current boards comply. |
Expertise & Qualifications
- Strategic transformation, operational efficiency, and change leadership from multiple public company CEO roles (Armstrong, IKON; Ricoh Americas leadership) and GE executive experience.
- Governance expertise and public company board experience across industrials, technology, and human capital advisory sectors.
- Additional perspective on residential real estate via prior homebuilding-related leadership (Armstrong) cited by HOUS as additive to Board breadth.
Equity Ownership
| Measure | As of | Amount | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | Mar 10, 2025 | 48,373 shares; <1% of outstanding | Shares outstanding: 111,795,256 |
| Unvested RSUs | Dec 31, 2024 | 31,435 units | Standard director RSU grant; one-year vest |
| Deferred stock units (DSUs) | Mar 10, 2025 | 81,603 units (not settleable within 60 days) | Footnote (12) |
| Ownership guideline status | Dec 31, 2024 | Meets guideline | Director guideline: ≥$500,000 or ≥5× cash retainer; Espe total ownership value $527,703 |
| Hedging/pledging | Policy | Prohibited for directors | Insider trading policy bans hedging and pledging |
| “Skin-in-the-game” note | 2023–2024 | Directors have not sold HOUS shares historically | Proxy notes no director has ever sold a share of Anywhere stock |
| Ownership Guideline Detail | Shares | RSUs | DSUs | Total Ownership Value ($) |
|---|---|---|---|---|
| Dec 31, 2024 | 48,373 | 31,435 | 50,168 | 527,703 |
| Dec 31, 2023 | 48,373 | 27,211 | 22,957 | 701,612 |
Governance Assessment
- Board effectiveness: Espe’s chairmanship of NGC places him at the center of director selection, independence oversight, conflicts monitoring, and corporate governance policy, including adding oversight of political spending/lobbying in 2023 and supporting elimination of supermajority removal—a shareholder-friendly shift.
- Independence and engagement: Independent; committee structure comprised fully of independent directors; attended at least 75% of meetings; active Board-level investor outreach strengthens governance transparency.
- Alignment: Meets stringent director stock ownership guidelines; RSU-based equity retainer with prohibitions on hedging/pledging enhances alignment and reduces risk of misaligned incentives.
- Compensation structure: Director pay is balanced between cash retainer and time-based RSUs; no performance-based director pay or options; year-over-year cash increased $5,000 with RSUs unchanged, consistent with stable governance compensation practices.
- Shareholder signals: Say-on-pay support fell materially in 2024 (53.3% vs. 87% in 2023), reflecting investor concerns over off-cycle executive awards; the Board (including committees) committed to avoid off-cycle awards barring extraordinary circumstances—positive remediation but a continued area to monitor.
- Related-party risks: No related-person transactions involving Espe disclosed; Audit Committee policy robustly pre-approves ordinary-course transactions and reviews material related-party activity.
| Shareholder Signal | 2023 | 2024 |
|---|---|---|
| Say-on-Pay Approval (%) | 87% | 53.3% |
RED FLAGS
- Off-cycle executive awards drove lower 2024 say-on-pay support; while not director compensation, this governance issue could affect investor confidence and remains a monitoring point for NGC/CTM Committee oversight.
Potential Conflicts or Related-Party Exposure
- None disclosed for Espe; independence affirmed; no material transactions involving Espe identified in Audit Committee’s related-person review.
Director Compensation Program Controls
- Clawback policy (cash and equity), prohibition on hedging/pledging, strong stock ownership requirements, and no option repricing without shareholder approval.
Executive Sessions and Board Process
- Independent directors held executive sessions at more than half of 2024 Board meetings; NGC chair oversees annual evaluations and governance effectiveness.
Overall, Espe’s profile reflects strong governance credentials, deep operating experience, active chair leadership on NGC, and solid ownership alignment, with limited conflict risk; the primary governance watch item is Board-wide responsiveness to investor feedback on executive compensation practices following the 2024 say-on-pay outcome.