Matthew J. Espe
WESCO INTERNATIONALAbout Matthew J. Espe
Matthew J. Espe, age 66, has served as an independent director of Wesco International since 2016 and is Chair of the Compensation Committee and a member of the Executive Committee. He is a former Fortune 500 CEO with prior roles leading Armstrong World Industries, Ricoh Americas, IKON Office Solutions, and GE Lighting, and more recently served as CEO of Radial and as an operating partner at private equity firms SVP and Periphas Capital .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Strategic Value Partners | Operating Partner | Nov 2017 – Apr 2023 | Chaired two portfolio company boards; sat on third board |
| Periphas Capital | Operating Partner | Feb 2018 – Jan 2023 | Operating partner across portfolio |
| Radial, Inc. | Chief Executive Officer | Feb 2017 – Nov 2017 | Led multinational e-commerce company |
| Armstrong World Industries | CEO and President | 2010 – Mar 2016 | Led global producer of flooring and ceilings |
| Ricoh Americas | Chairman and CEO | 2008 – 2010 | Led Americas business |
| IKON Office Solutions | Chairman and CEO | 2002 – 2008 | Led document management company |
| GE Lighting (General Electric) | President and CEO | 1990s–2000s (most recent role in 20+ year GE tenure) | Senior executive and operating leader |
External Roles
| Company | Role | Committees |
|---|---|---|
| Anywhere Real Estate, Inc. | Director | Compensation & Talent Management (member); Nominating & Corporate Governance (Chair) |
| Korn Ferry | Director | Audit (member); Compensation & Personnel (member) |
| Diebold Nixdorf, Inc. | Director | Nomination & Governance (member); People & Compensation (Chair) |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Executive Committee .
- Independence: Board affirmatively determined Espe is independent under NYSE standards .
- Attendance: Each director attended ≥75% of aggregate Board and applicable committee meetings in 2024; Compensation Committee held 5 meetings .
- Executive sessions: Non-management directors met in executive session at each regularly scheduled Board meeting; sessions typically at both beginning and end .
- Lead Independent Director: James L. Singleton; presides over executive sessions and leads evaluations and agenda-setting with the Chair/CEO .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $125,000 | Paid quarterly; directors may defer 25%-100% into stock units |
| Committee chair fee – Compensation | $30,000 | Committee chair retainer; same level as Audit and Nominating chairs |
| Espe – Fees earned (2024) | $155,000 | Reflects base retainer + chair fee |
| Espe – Stock awards (2024) | $185,000 | RSUs; grant date fair value; time-based vesting |
| March 1, 2024 director grant | 1,217 RSUs | Grant-date price $152.07 per RSU; vests on first anniversary |
- Deferred compensation: Directors can elect to defer 25%-100% of cash/equity retainers into stock units; distributions in shares per elected schedule .
- Indemnification: Company has indemnification agreements providing advancement of expenses and D&O insurance .
Performance Compensation
| Instrument | Grant Date | Quantity / Fair Value | Vesting & Performance Conditions |
|---|---|---|---|
| RSUs (standard director grant) | Mar 1, 2024 | 1,217 RSUs @ $152.07 ($185,000) | Time-based; vest on first anniversary; no performance metrics |
| RSU vesting on early term expiration | N/A | N/A | Pro-rata vesting: <3 months=25%; 3–<6 months=50%; 6–<9 months=75%; ≥9 months=100% |
- No director performance metrics disclosed; director equity is time-based, not performance-based .
- Insider filings confirm RSU grant and subsequent dividend equivalent accruals: Form 4 filed Mar 5, 2024 (RSU grant) and Apr 2, 2024 (DERs), with additional Form 4 activity in Sep/Oct 2024 and Mar 31/Apr 2, 2025 related to changes in beneficial ownership .
Other Directorships & Interlocks
| External Board | Overlapping Roles at WCC | Potential Interlock Considerations |
|---|---|---|
| Anywhere Real Estate (Comp/Talent member; N&CG Chair) | WCC Compensation Committee Chair | Multiple compensation committee roles across issuers increase workload; independence affirmed; no related-party transactions disclosed |
| Korn Ferry (Audit; Compensation/Personnel member) | WCC Compensation Committee Chair | Exposure to compensation governance across firms; committee remains 100% independent |
| Diebold Nixdorf (People & Compensation Chair; Nom & Gov member) | WCC Compensation Committee Chair | Parallel compensation leadership; highlight process rigor at WCC (Meridian consultant, peer group usage) |
Expertise & Qualifications
- CEO leadership and operating experience at Fortune 500 and global distribution businesses; finance, accounting, risk oversight, corporate governance, sustainability, and human capital expertise .
- Extensive public company board service with committee leadership in compensation, governance, audit across relevant industries .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 27, 2025) | 19,583 shares | Includes deferred units/RSUs per footnote; less than 1% ownership |
| % of shares outstanding | <1% | Asterisk indicates <1% |
| Unexercised equity awards (exercisable) | 7,573 | As of year-end 2024 (adjusted for dividend equivalents) |
| Unvested director equity at year-end | 1,228 shares | RSUs as of Dec 31, 2024 (includes dividend equivalents) |
| Director stock ownership guideline | 5x annual cash retainer | Board states all directors have acquired or are acquiring stock per guidelines |
| Hedging/pledging policy | Prohibited for Section 16 directors and officers | Also prohibits short sales and trading in options on WCC stock |
Insider Trades (recent)
| Filing Date | Transaction Date | Form | Description |
|---|---|---|---|
| Mar 5, 2024 | Mar 1, 2024 | Form 4 | RSU grant; vests on first anniversary |
| Apr 2, 2024 | Mar 31, 2024 | Form 4 | Dividend equivalent rights accrual on director RSUs |
| Oct 2, 2024 | Sep 30, 2024 | Form 4 | Statement of changes in beneficial ownership (includes Rule 10b5-1 plan flag) |
| Apr 2, 2025 | Mar 31, 2025 | Form 4 | Statement of changes in beneficial ownership (DERs/vesting) |
Governance Assessment
- Strengths: Espe’s deep CEO and multi-industry operating background, plus broad public board experience, align well with WCC’s distribution/supply chain model; independence affirmed; committee leadership on Compensation ensures direct alignment with pay-for-performance and external benchmarking via an independent consultant (Meridian) .
- Alignment signals: Robust director stock ownership guideline (5x retainer), ability to defer fees into stock units, prohibition on hedging/pledging, and time-based equity grants support long-term alignment; full Board/committee independence and regular executive sessions bolster oversight .
- Shareholder sentiment: Strong say-on-pay support (~97% in 2024) indicates investor confidence in compensation governance overseen by the committee Espe chairs .
- Conflicts/RED FLAGS: No related-party transactions disclosed for 2024; Section 16 filings timely; however, concurrent compensation committee roles at multiple issuers raise workload oversight considerations—mitigated by WCC’s committee independence, formal evaluations, and reliance on Meridian and a defined peer group process .
- Attendance/engagement: ≥75% attendance across Board/committee meetings; compensation committee met 5 times, indicating active engagement; Executive Committee membership provides continuity between meetings .
Notes
- Director compensation and ownership details reflect Wesco’s 2025 Proxy Statement (covering 2024 compensation and 2025 governance status). All committee roles and independence determinations current as of Mar 27, 2025 .
- Insider trading activity references SEC Form 4 filings as linked above.