Matthew Espe
Director at KFY
Board
About Matthew J. Espe
Independent director at Korn Ferry since 2023; age 66. Espe is an Operating Partner at Advent International with a 23+ year track record as a public and private company CEO and director, including transformation roles at IKON Office Solutions, Armstrong World Industries, and Radial Inc. He is classified as independent under NYSE standards and serves on Korn Ferry’s Audit and Compensation & Personnel Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advent International | Operating Partner | Nov 2017 – Present | Private equity operating partner; strategy and execution oversight |
| Strategic Value Partners Global | Operating Partner | 2018 – Apr 2023 | Portfolio oversight; transformation leadership |
| Periphas Capital | Operating Partner | 2018 – Jan 2023 | Operating advisor/partner for portfolio companies |
| Radial Inc. | Chief Executive Officer | Feb 2017 – Nov 2017 | Led transformation culminating in sale |
| Berkshire Partners | Operating Advisor | 2016 – 2017 | Operational advisory to PE portfolio |
| Armstrong World Industries | President & CEO | 2010 – Mar 2016 | Led global flooring/ceilings manufacturer |
| Ricoh Americas Corporation | Chairman & CEO | 2008 – 2010 | Post-merger leadership integrating IKON/Ricoh |
| IKON Office Solutions | Chairman, President & CEO; President & CEO | 2003 – 2008; 2002 – 2003 | Business model transformation; increased shareholder value |
| General Electric (GE) | Various incl. President & CEO, GE Lighting | 1980 – 2002 | 22+ years; senior leadership, global operations |
External Roles
| Company | Role | Status |
|---|---|---|
| Anywhere Real Estate Inc. | Director | Current public company board |
| WESCO International, Inc. | Director | Current public company board |
| Diebold Nixdorf | Director | Current public company board (since Sept. 2023) |
| Klöckner Pentaplast Europe GmbH & Co. | Chairman | Prior private company role (2018–2023) |
| Foundation Building Materials Inc.; Veritiv Corp.; Armstrong World Industries; KG Unisys Corp. | Director | Prior boards |
Board Governance
- Independence: The Board determined Espe is independent under NYSE standards .
- Committee assignments: Audit Committee (member), Compensation & Personnel Committee (member) .
- Committee activity: Audit Committee held 7 meetings in FY2025; Compensation & Personnel Committee held 7 meetings in FY2025 .
- Board activity: Board held 5 meetings in FY2025; all incumbent directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent, non-executive Chair (Jerry P. Leamon); regular executive sessions of independent directors .
- Outside board service limits: Korn Ferry policy limits other directors to three additional public company boards; Espe’s current three external boards align with this limit .
Fixed Compensation (Director)
| Component | FY2025 Amount/Units | Notes |
|---|---|---|
| Annual director cash retainer | $95,000 (footnote (5)) | Standard non-employee director fee |
| Audit Committee membership fee | $10,000 (footnote (5)) | Increased to $12,000 beginning FY2026 |
| Committee chair fees | $0 | Espe not a chair |
| Equity award (RSUs) | $184,748; 2,550 RSUs (table; footnote (1)) | Vests day before 2025 annual meeting (Sept 17, 2025); most directors elected deferral |
| Dividends on unvested RSUs | $8,353 (All Other Compensation) | RSU dividend equivalents |
| Total FY2025 director compensation | $298,101 | Cash + equity + dividends |
Program notes:
- Non-employee director equity award increased to ~$200,000 from FY2026; Chair of Board cash increased to $150,000 from FY2026; Audit Committee member fee to $12,000; Audit Chair to $30,000 .
- Directors may elect to receive cash fees in RSUs and defer settlement; Espe held 3,890 fully vested deferred stock units and 2,550 RSUs vesting Sept 17, 2025 (footnote (1)) (footnote (4)).
Performance Compensation (Director)
- Korn Ferry’s non-employee director program comprises cash retainers and time-based RSUs; no performance-based equity or annual bonus for directors is disclosed. The company “does not currently grant stock options” and director equity is granted as RSUs that vest over one year, with optional deferral .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | Anywhere Real Estate Inc.; WESCO International, Inc.; Diebold Nixdorf |
| Interlocks/conflicts | No related-party transactions involving directors >$120,000 disclosed beyond routine institutional client transactions; none involve Espe . |
| Outside board limits | Policy allows other directors up to three additional public boards; Espe is at this limit, indicating high time commitments but policy compliance . |
Expertise & Qualifications
- Senior leadership: Multiple CEO roles across industries (technology, manufacturing, services) .
- Transformation experience: Led strategic turnarounds at Radial Inc. and IKON; chaired committees at public companies .
- Board experience: 23+ years public/private board service; chaired nominating/governance and compensation committees .
Equity Ownership
| Measure | Value | Breakdown/Notes |
|---|---|---|
| Total beneficial ownership | 6,440 shares equivalent (footnote (4)) | Includes 3,890 fully vested deferred stock units and 2,550 RSUs vesting Sept 17, 2025 (deferred) (footnote (4)) |
| % of shares outstanding | <1% (“*” indicated) | Company-wide directors/officers group: 1.0% |
| Vested vs. unvested | Vested: 3,890 stock units; Unvested: 2,550 RSUs (vesting 9/17/2025) (footnote (4)) | |
| Ownership guidelines | Directors must hold stock equal to 3x annual cash retainer; retention requirements until met | |
| Hedging/pledging | Prohibited by policy for directors and officers |
Insider Trades and Filings
| Item | FY2025 Status |
|---|---|
| Section 16(a) timeliness (Forms 3/4/5) | No delinquent filings disclosed for Espe; late Forms 4 noted for certain executives (Arian, Burnison, Rozek, Distefano) |
Governance Assessment
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Strengths:
- Independent director with deep multi-industry CEO and transformation experience; sits on key Audit and Compensation committees supporting oversight of financial reporting and executive pay .
- Clear independence determination; Board structure features independent Chair and regular executive sessions .
- Director stock ownership policy and prohibition on hedging/pledging enhance alignment; program transparency on director fees and equity .
- Robust committee activity (7 meetings each for Audit and Compensation in FY2025); Board self-evaluation process and risk oversight (including cybersecurity) .
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Watchpoints:
- Outside board load at company policy limit (three additional public company boards) can increase time-commitment risk; continued monitoring of attendance and engagement advisable .
- Director equity is time-based RSUs (no performance conditions), a standard practice but provides less performance linkage than PSU structures; mitigated by ownership and anti-hedging policies .
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Signals impacting investor confidence:
- Korn Ferry’s 2024 say-on-pay support (~97%) and continued use of independent compensation consultant (Pearl Meyer) reflect responsiveness and pay governance rigor .
- No related-party transactions involving Espe and no Section 16(a) delinquencies reported for him in FY2025 .
Overall: Espe brings substantial operational and board governance expertise and is appropriately positioned on Audit and Compensation committees. His independence, ownership alignment policies, and disclosed attendance thresholds support board effectiveness; monitor outside commitments at the policy limit to ensure sustained engagement .