Garry Capers
About Garry Capers
Independent director at OneSpan (OSPN) since 2021; appointed incoming Chair of the Board effective June 7, 2025. Age 48, currently Chief Operations Officer at Deluxe Corporation; prior leadership roles at ADP, Equifax, and Bain & Company. Education: B.A. in Business Administration from Morehouse College; MBA in Marketing from The Wharton School. No current public-company directorships; serves on the National Center for Civil and Human Rights board since January 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deluxe Corporation | Chief Operations Officer; prior Division President roles (Data Solutions, Promotional Solutions, Go-to-Market Enablement) | Sep 2019–present | Full operational responsibility across payments operations, data operations, service delivery, sales enablement, enterprise marketing, business systems/optimization, fulfillment |
| ADP | SVP, NA Comprehensive Outsourcing Services; Division VP, NAS Southeast Region | Jan 2017–Sep 2019 | Led outsourcing services; regional leadership |
| Equifax | Various roles; GM – Equifax Marketing Services | Dec 2007–Jan 2017; Apr 2016–Jan 2017 | Oversaw B2B marketing units; formed new fraud and identity management business unit |
| Bain & Company | Management Consultant (manager) | Prior to 2007 | Retail and financial services focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Center for Civil and Human Rights (non-profit) | Director | Jan 2023–present | Board service |
| Public company boards | None | — | No current public company directorships |
Board Governance
- Committee assignments:
- As of April 8, 2025: Chair, Corporate Governance & Nominating Committee; Member, Management Development & Compensation Committee .
- Effective June 7, 2025: Chair of the Board; will no longer serve on CGN or MDCC committees .
- Independence: Board determined all seven directors, including Capers, are independent under Nasdaq rules; no material relationships identified .
- Attendance: Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings; all but one director attended the 2024 annual meeting .
- Committee activity (2024 meetings): Audit (5), Corporate Governance & Nominating (4), Management Development & Compensation (11) .
- Leadership structure: CEO and Chair roles separated; Capers to serve as independent Chair effective June 7, 2025; no Lead Independent Director needed while Chair is independent .
Fixed Compensation
| Component | 2024 Amount (Capers) | Notes |
|---|---|---|
| Cash fees | $52,500 | Based on $40,000 annual director retainer plus applicable committee chair/member fees; no per-meeting fees |
| Equity grant (deferred RSUs) | $125,008 grant-date fair value | 12,914 deferred RSUs granted Jan 9, 2024; vest Jan 9, 2025; shares delivered upon Board departure or change in control |
| Total (2024) | $177,508 | Sum of cash and stock award grant-date fair value |
Director compensation program parameters:
- 2024 program (unchanged since 2021): Director retainer $40,000; Chair fee $50,000; Lead Director $10,000; Audit Chair $20,000; Audit Member $10,000; MDCC Chair $12,000; MDCC Member $5,000; CGN Chair $7,500; CGN Member $4,000; Annual equity grant $125,000; no meeting fees .
- 2025 changes (effective April 1, 2025): Director annual retainer increased to $125,000; Audit Chair fee increased to $30,000; based on 2024 peer group data and responsibilities .
- One-time cash awards (Aug 2024) to Chair (Nietzel) and MDCC Chair (McConnell) for CEO transition work; Capers did not receive this award .
Director stock ownership policy:
- Requirement: Hold stock valued at >3x aggregate annual director fees (excluding committee fees) within three years; at least 50% of fees paid in deferred equity until guideline met; approximately 75% of director fees (excluding committee fees) payable in equity; all non-employee directors were in compliance as of April 8, 2025 .
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting | Performance Metrics | Delivery/Acceleration |
|---|---|---|---|---|---|
| Deferred RSUs (Director annual grant) | Jan 9, 2024 | 12,914 RSUs; $125,008 grant-date fair value | Time-based; vested Jan 9, 2025 (1-year minimum vesting applies generally under plan) | None (director awards not PSU-based) | Shares delivered at earlier of Board service cessation or change in control; accelerated vesting upon death, disability, retirement, or change in control |
| Clawback policy | — | — | — | Awards subject to company’s Dodd-Frank Compensation Recovery Policy and clawback | Hedging and pledging prohibited for directors and officers |
Note: Company does not currently grant stock options or SARs, and has no timing policy for such instruments given none are granted .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public-company boards | None |
| Executive role at another public company | COO, Deluxe Corporation (public) |
| Related-party transactions | None requiring disclosure since Jan 1, 2024; Audit Committee pre-approves any related party transactions under formal policy |
| Independence review | Board annually reviews independence; for other directors, routine commercial relationships assessed and deemed non-material; Capers remains independent |
Expertise & Qualifications
- Technology, software/SaaS, cybersecurity; product management/innovation; sales/marketing/customer success; operations; M&A; banking/financial services; enterprise/financial risk management; public company governance expertise .
- Brings >15 years in financial technology and management consulting; contributes to value creation strategy .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (Apr 8, 2025) | 34,894 shares; <1% of class | Address c/o OneSpan; ownership computed per SEC rules |
| RSUs outstanding (Dec 31, 2024) | 12,914 (unvested at year end; vested Jan 9, 2025) | Director annual deferred RSU grant |
| Options | None disclosed for directors; company had no outstanding options as of Apr 8, 2025 | |
| Pledging/Hedging | Prohibited by policy | |
| Ownership guideline compliance | All non-employee directors compliant as of Apr 8, 2025 |
Governance Assessment
-
Strengths:
- Independence and leadership: Capers designated independent Chair; separation of Chair/CEO roles; robust committee activity in 2024 (MDCC met 11 times) .
- Alignment and discipline: Deferred RSU structure with 1-year vesting and delivery upon separation/change-in-control; clawback policy; no options/SAR repricing; hedging/pledging prohibited .
- Ownership alignment: Strict director ownership guidelines; all directors in compliance .
-
Watch items:
- Significant increase in cash director retainer (from $40,000 to $125,000 effective April 1, 2025) and Audit Chair fee (to $30,000); justified by peer data and role scope—monitor overall board pay trajectory and investor feedback .
- Dual role as COO at Deluxe while serving as OneSpan’s independent Chair—no related-party transactions disclosed; maintain oversight if any commercial interactions arise between OneSpan and Deluxe .
-
RED FLAGS:
- None disclosed regarding related-party transactions, low attendance, hedging/pledging, or option repricing for directors in the period reviewed .