Ashish Jain
About Ashish Jain
Ashish Jain is Chief Technology Officer of OneSpan, appointed December 16, 2024, with over two decades leading identity, fraud, and security platforms at Arkose Labs (Chief Product Officer), eBay (Head of Identity), and VMware (VP Workspace ONE). He is recognized on Okta Ventures’ “The Identity 25” list and holds a B.E. from BITS Pilani and an MBA from University of Denver. His compensation is equity-heavy with RSUs and PSUs; PSUs will be earned based on 2025 financial metrics approved by the Compensation Committee, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arkose Labs | Chief Product Officer | Not disclosed | Led development of bot mitigation platform addressing consumer fraud and identity challenges for Fortune 1000 companies |
| eBay | Head of Identity | Not disclosed | Led global engineering for identity, risk, and trust platform supporting authentication, KYC, fraud and abuse protection for 180+ million customers and developers |
| VMware | Vice President, Workspace ONE | Not disclosed | Spearheaded and patented integration of identity and mobile device management, advancing Zero Trust Security |
External Roles
| Organization | Role/Recognition | Years | Notes |
|---|---|---|---|
| Okta Ventures | “The Identity 25” honoree | 2024 | Recognized for long-standing contributions to identity security |
| BITS Pilani | Bachelor of Engineering | Not disclosed | Education credential |
| University of Denver (Daniels College of Business) | MBA | Not disclosed | Education credential |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary (earned) | $18,750 | Partial-year after Dec 16, 2024 start |
| Base Salary (as of 12/31/2024) | $450,000 | Set by Committee based on role importance, experience, peer data |
| Target Annual Cash Incentive (reference) | $225,000 | Used in potential severance scenarios; not eligible for 2024 MIP |
| Actual Annual Cash Incentive Paid (2024) | $0 | Not eligible for 2024 MIP |
| RSU Grant (Grant Date / Shares / Fair Value) | 12/16/2024 / 28,380 / $550,004 | Vests time-based over 3 years |
| PSU New-Hire Award (Target Shares) | 85,140 target | Considered granted 3/3/2025; tied to 2025 financial metrics; not in 2024 tables |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 MIP (Annual Cash Incentive) | Not eligible | — | — | — | — | — |
| 2024 RSU (Time-Based) | Service | n/a | 28,380 shares | n/a | n/a (time-based) | One-third on 12/16/2025; remainder in equal semiannual installments thereafter, subject to continued service |
| 2025 PSU (New-Hire) | 2025 financial metrics (Company-level) | Not disclosed | 85,140 target shares | Not disclosed | To be determined in 2026 proxy | Earned based on 2025 metrics; grant date under ASC 718 is 3/3/2025; details to be discussed in 2026 proxy |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 4/8/2025) | “—” (less than 1% of class) |
| RSUs Outstanding (12/31/2024) | 28,380 unvested; market value $526,165 at $18.54/share |
| PSUs Outstanding | New-hire PSUs of 85,140 target effective 12/16/2024; grant date 3/3/2025; not reflected in 12/31/2024 outstanding table |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no hedging or pledging; margin and derivatives restricted) |
| Executive Stock Ownership Guidelines | Apply to CEO (300% salary) and CFO (150% salary); no CTO guideline disclosed |
Employment Terms
| Term | Detail |
|---|---|
| Start Date | December 16, 2024 (CTO) |
| Employment Agreement | Effective 12/16/2024; severance terms substantially similar to CEO agreement with prorated target bonus treatment; post-termination restrictions; consistent “Cause,” “Change in Control,” and “Good Reason” definitions |
| Good Reason (key elements) | Material breach (change in reporting not breach for CTO), base salary reduction beyond policy, relocation >45 miles, material diminution of authority/duties (with carve-out around comparable post-CIC roles) |
| Change-of-Control Equity Acceleration | Double-trigger required; acceleration only upon qualifying termination within 18 months post-CIC or if successor does not continue/assume equivalent equity |
| Clawback | Dodd-Frank Compensation Recovery Policy applicable to executive officers; recovery of erroneously awarded incentive compensation upon restatement |
| Tax Gross-Ups | Not provided on severance/perquisites per compensation practices |
Potential Payments Upon Termination or Change in Control (as if occurred on 12/31/2024)
| Scenario | Base Salary | Annual Cash Incentive (Target) | COBRA Premiums | RSUs | Total |
|---|---|---|---|---|---|
| Termination without Cause / Good Reason (no CIC) | $450,000 | $225,000 | $31,063 | $0 | $706,063 |
| Termination without Cause / Good Reason (within 18 months post-CIC) | $450,000 | $225,000 | $31,063 | $526,165 | $1,232,228 |
| Death or Disability | — | — | — | $526,165 | $526,165 |
Insider Transactions & Vesting Pressure
- Initial filings: Form 3 filed 12/18/2024; Form 4 filed for RSU grant with vesting schedule noting one-third on 12/16/2025 and semiannual thereafter .
- Reported activity in public trackers shows no selling transactions disclosed since appointment (subject to completeness of third-party aggregation) .
Performance & Track Record
- Led large-scale identity, risk, and trust platforms (eBay) and Zero Trust-aligned identity+MDM integration (VMware); developed bot mitigation platforms (Arkose Labs). Industry recognition by Okta Ventures underscores domain leadership .
Compensation Structure Analysis
- Equity-heavy mix: New-hire package ~75% PSUs and 25% RSUs (approx. $2.2M based on closing price on 12/16/2024), reinforcing performance orientation; PSUs will be earned on 2025 financial metrics .
- Guaranteed vs at-risk: No 2024 MIP eligibility and no 2024 discretionary bonus; majority of compensation is at-risk equity .
- Repricing safeguards: Equity plans prohibit option repricing or cashing underwater options without shareholder approval .
- Double-trigger equity acceleration mitigates windfall risk in change-of-control .
Equity Ownership & Alignment Details
| Category | Shares | Market Value | Notes |
|---|---|---|---|
| Unvested RSUs (12/31/2024) | 28,380 | $526,165 at $18.54/share | Time-based; one-third on 12/16/2025; semiannual thereafter |
| PSUs (New-Hire) | 85,140 target | Not disclosed | Grant date for accounting 3/3/2025; tied to 2025 financial metrics; not in 2024 outstanding table |
| Beneficial Ownership (Record Date 4/8/2025) | — | — | Less than 1% of class |
| Hedging/Pledging | n/a | n/a | Prohibited under Insider Trading Policy |
Employment Terms (Expanded)
- Severance cash components reflect base salary and target bonus amounts shown in potential payments table; equity acceleration subject to double-trigger post-CIC .
- “Good Reason” provisions include relocation >45 miles, material pay cuts, and material diminution of duties with carve-outs around comparable roles after CIC .
- Post-termination restrictions and release conditions mirror CEO agreement framework; CTO receives prorated target bonus upon qualifying termination (regardless of CIC timing) rather than full target bonus .
- Clawback policy applies to incentive-based compensation, including awards tied to stock price and TSR .
Investment Implications
- Alignment: High proportion of PSUs and RSUs, double-trigger acceleration, and strict no-hedging/pledging policy point to strong shareholder alignment and reduced misalignment risk .
- Retention: Three-year RSU schedule with semiannual vesting creates periodic vest windows; coupled with PSU earnout on 2025 metrics, retention incentives are robust into 2026–2027 .
- Selling pressure: Initial grants and current beneficial ownership suggest limited near-term selling pressure; insider filings to date reflect initial reporting and grants with no sales disclosed, though monitoring ongoing Form 4s is prudent .
- Change-of-control economics: Cash severance of base plus target bonus and equity acceleration only on double-trigger moderate parachute risk while preserving retention through transactions .
- Execution edge: Deep identity security background and recognition (Identity 25) are positives for delivering product innovation in OneSpan’s Security Solutions and Digital Agreements segments .