Alfred Nietzel
About Alfred Nietzel
Independent director at OneSpan Inc. (OSPN), age 63, serving since 2020, and Chair of the Board from July 2021 until June 7, 2025; effective June 7, 2025 he transitions to Chair of the Management Development & Compensation Committee (MDCC) and joins the Audit Committee . He is a retired public-company CFO with a B.S. in Accounting & Finance from Eastern Illinois University, with prior finance leadership at CDK Global (CFO 2014–2017), ADP (various CFO/controller roles since 2001), and 17 years at Procter & Gamble in operational finance, sales/marketing, and audit . OneSpan’s Board deems him independent under Nasdaq rules; Board structure separates CEO and Chair roles; executive sessions of independent directors are held regularly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDK Global, Inc. | Chief Financial Officer | 2014–2017 | CFO of a public company of scale; led financial operations |
| Automatic Data Processing (ADP) | CFO – Dealer Services; CFO – Employer Services; Corporate Controller | 2001–2014 (joined 2001) | Led financial/admin execution of spin-off creating CDK; integrated acquisitions/divestitures |
| Procter & Gamble | Operational finance, sales/marketing, audit roles | 17 years | Multiple expatriate assignments in Europe and Australia |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cerence Inc. | Director | 2019–Present | Audit Committee member; Compensation Committee Chair |
| Baxter Credit Union | Director | N/A (current) | One of largest U.S. credit unions |
Board Governance
- Independence: All seven directors, including Nietzel, are independent under Nasdaq standards; Board reviewed relationships and found no material relationships impairing independence .
- Board leadership: CEO and Chair roles separated; Nietzel served as independent Chair until June 7, 2025, when Garry Capers becomes Chair; Nietzel remains a director .
- Committee assignments: Effective June 7, 2025, Nietzel will chair MDCC and join Audit; committees are composed solely of independent directors .
- Attendance and engagement: Board met 9 times in 2024; each director attended at least 75% of Board and applicable committee meetings; directors are encouraged to attend annual meetings, with all but one attending last year .
- Executive sessions: Independent directors meet regularly in executive session .
| Committee | Composition as of Apr 8, 2025 | Composition as of Jun 7, 2025 | Meetings in 2024 | Key Oversight |
|---|---|---|---|---|
| Audit | Zenner (Chair), Garg, Johnson, McConnell | Zenner (Chair), Garg, McConnell, Nietzel | 5 | Financial reporting, auditor oversight, ICFR, legal/regulatory compliance, related-party transactions |
| Corporate Governance & Nominating | Capers (Chair), Garg, Johnson | Johnson (Chair), Boroditsky, McConnell | 4 | Board/committee composition, leadership, governance guidelines, ESG program |
| MDCC | McConnell (Chair), Boroditsky, Capers | Nietzel (Chair), Boroditsky, Garg, Johnson | 11 | Executive comp strategy, goals and evaluation, equity plans, director comp, succession and talent |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (retainer + role/committee + one-time award) | $140,000 | Includes standard fees and $50,000 one-time cash for extraordinary time in CEO transition (approved Aug 2024; Nietzel recused from Board vote) |
| 2024 Equity (deferred RSUs grant date fair value) | $125,008 | 12,914 deferred RSUs granted Jan 9, 2024; vested Jan 9, 2025; shares delivered upon Board departure or change-in-control |
| Total 2024 Director Compensation | $265,008 | Sum of cash and equity |
| Program Parameters (2024) | Retainer $40,000; Chair fee $50,000; Audit Chair $20,000; Audit member $10,000; MDCC Chair $12,000; MDCC member $5,000; CGN Chair $7,500; CGN member $4,000; no meeting fees | |
| 2025 Changes (effective Apr 1, 2025) | Retainer increased to $125,000; Audit Chair fee to $30,000 | Reflects higher Board responsibility and peer benchmarking |
| Plan Cap | Non-employee director annual cap $400,000 (cash + grant-date fair value) | Under Amended 2019 Plan |
Performance Compensation
| Equity Award | Grant Date | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Deferred RSUs (annual director grant) | Jan 9, 2024 | 12,914 RSUs; $125,008 grant-date fair value | Vested Jan 9, 2025; delivery deferred until Board departure or change-in-control | None (time-based only; directors do not have performance-based equity) |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|
| Cerence Inc. | Director | Audit Committee member; Compensation Committee Chair | No OSPN-related transactions disclosed; Board assessed related-party transactions generally and found none requiring disclosure since Jan 1, 2024 |
Expertise & Qualifications
- Public company CFO experience; corporate finance, capital allocation, M&A, audit and controls, enterprise risk management .
- Deep operating experience in B2B services and technology (ADP; led CDK spin-off) and consumer products (P&G); global assignments .
- OSPN Board skills matrix credits him with tech/SaaS/cyber, operations, banking/financial services, corporate finance, M&A, accounting/controls, ERM, and governance experience .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 56,188; less than 1% of outstanding shares |
| Unvested Director RSUs as of 12/31/2024 | 12,914 RSUs (vested on 1/9/2025) |
| Options | None outstanding; company reported no options outstanding |
| Hedging/Pledging | Prohibited for directors under insider trading policy |
| Ownership Guidelines | Must hold stock >3× annual director fees; at least 50% of base director fees paid in deferred equity until compliance; ~75% of director base fees payable in equity; all non-employee directors in compliance as of Apr 8, 2025 |
Governance Assessment
- Strengths:
- Independence and governance structure: fully independent Board; separation of Chair and CEO; regular executive sessions; committees solely independent .
- Compensation governance: MDCC oversight, pay-for-performance emphasis in executive comp; clawback policy and prohibited hedging/pledging .
- Related-party safeguards: formal policy; Audit Committee pre-approval; no related-party transactions requiring disclosure since Jan 1, 2024 .
- Potential red flags / watch items:
- Director pay escalation: base director retainer increased from $40,000 to $125,000 effective Apr 1, 2025; Audit Chair fee raised to $30,000—monitor alignment vs workload and peer benchmarks .
- One-time cash awards: $50,000 to Nietzel and McConnell for CEO transition—Board and MDCC approvals with recusals noted; appropriate process but signals heightened board engagement demands .
- Role transition: Nietzel shifting from independent Chair to MDCC Chair and Audit member—adds compensation oversight influence; balanced by Board’s independence and committee composition .
Overall: Nietzel brings seasoned CFO and governance expertise, with strong independence, risk oversight, and alignment practices. The 2025 director fee increases and his assumption of MDCC chair warrant monitoring for pay inflation and compensation policy rigor .