Jorge Martell
About Jorge Martell
Jorge Martell is OneSpan’s Chief Financial Officer (CFO) since September 2022 and has served as its principal accounting officer since December 2023. He is 46 and holds a B.S. in Accounting and Finance from the Institute of Technology and Higher Studies of Monterrey, Mexico . Prior to OneSpan, he was CFO/Treasurer at Extreme Reach (2016–2022) and held senior finance roles at Sapient, ABM Industries, and KPMG . Company performance under the 2024 incentive framework: OneSpan delivered 2024 Total Revenue of $243.2M, Adjusted EBITDA of $72.6M, and Rule of 40 Attainment of 33.3% (driving CFO’s 2024 bonus at 103.5% of target) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Extreme Reach, Inc. | CFO & Treasurer | 2016–2022 | Optimized balance sheet and executed growth strategy through global M&A prior to sponsor-to-sponsor sale |
| Extreme Reach, Inc. | VP Finance, Corporate Controller | 2015–2016 | Led finance/controller functions pre-CFO promotion |
| Sapient Corporation | Treasurer & Assistant Corporate Controller (also led global revenue organization) | 2012–2015 | Led revenue operations, M&A finance strategy, and global treasury ahead of sale to Publicis Groupe |
| ABM Industries, Inc. | Finance leadership roles | Earlier career | Finance leadership at a facilities management company |
| KPMG LLP | Auditor | Earlier career | Audited private and public companies in the U.S. and abroad |
External Roles
No public company directorships disclosed for Mr. Martell .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 133,333 | 403,862 | 415,090 |
| Target Bonus % of Salary | 65% (per employment agreement) | 65% | 65% (confirmed in 2024 MIP materials) |
| Annual MIP Payout ($) | 90,279 | 3,000 (declined and allocated to finance team) | 279,945 |
| Discretionary Bonus ($) | — | — | 75,000 |
| Stock Awards (Grant-Date Fair Value, $) | 1,500,000 | 1,000,010 | 340,775 |
Performance Compensation
2024 Annual Cash Incentive (MIP)
- Design: Two-part structure for CFO (H1 and FY components). H1: 50% Revenue / 50% Adjusted EBITDA; FY: Revenue only for CFO (CEO used 3 metrics) .
- Outcomes for CFO:
- H1 targets: Revenue $115.0M (target=minimum), EBITDA $21.0M; actuals $125.8M and $35.7M; payout 125% for H1 .
- FY targets: Revenue target $245.0M (min $240.0M/50% payout); actual $243.2M; payout 82% for FY .
- Combined payout: 103.5% → $279,945 .
| Metric | Weighting | Target | Actual | Payout vs Target | Result |
|---|---|---|---|---|---|
| H1 2024 Total Revenue | 50% | $115.0M | $125.8M | 125% | H1 subtotal 125% |
| H1 2024 Adjusted EBITDA | 50% | $21.0M | $35.7M | 125% | |
| FY 2024 Total Revenue | 100% | $245.0M (min $240.0M=50%) | $243.2M | 82% | FY subtotal 82% |
| Combined | — | — | — | — | 103.5% → $279,945 |
Notes: 2024 Adjusted EBITDA and Rule of 40 definitions and reconciliation are provided in the proxy (Appendix A), and the FY component for CFO was revenue-only to reinforce efficient growth focus .
2024 Long‑Term Incentive (LTIP) – PSUs and RSUs
- Grant mix (May 14, 2024): 75% PSUs (target 20,381 shares) tied 50% to Adjusted EBITDA and 50% to Rule of 40; 25% time-based RSUs (6,794 shares) .
- Metric curve: For PSUs, 100% at $62.0M EBITDA and 31% Rule of 40; 125% at ≥$70.0M EBITDA and 33% Rule of 40; both metrics achieved at 125% for 2024 .
- Earned shares: 25,476 PSUs for 2024 (125% of 20,381 target) .
- Vesting: PSUs vest 1/3 on later of certification (Feb 5, 2025) and May 14, 2025, then 1/3 on Dec 31, 2025 and 1/3 on Dec 31, 2026; RSUs vest 1/3 on May 14, 2025, remainder in equal semi-annual installments thereafter .
| Instrument | Grant Date | Target / Granted | Metric/Terms | Earned/Status | Vesting |
|---|---|---|---|---|---|
| PSUs (2024) | 5/14/2024 | 20,381 target | 50% 2024 Adj. EBITDA; 50% 2024 Rule of 40; 100% at $62.0M/31%; 125% at ≥$70.0M/33% | 25,476 earned (125%) | 1/3 at later of certification (2/5/2025) and 5/14/2025; then 12/31/2025; 12/31/2026 |
| RSUs (2024) | 5/14/2024 | 6,794 | Time-based | Unvested | 1/3 on 5/14/2025; remainder semi-annually thereafter |
Additional outstanding awards at 12/31/2024 (CFO):
- RSUs: 6,794 (2024), 9,113 (2023), 20,365 (2022 semi-annual), 12,219 (2022 four-year tranche) .
- PSUs: 20,381 (2024 unearned at YE; earned post-certification), 5,695 (earned 2023 PSUs; last tranche vests 12/31/2025) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Apr 8, 2025) | 111,824 shares; includes 10,756 RSUs scheduled to vest within 60 days; ownership <1% of shares outstanding (asterisk denotes <1%) . |
| Options outstanding | None – company disclosed no options outstanding as of Apr 8, 2025 . |
| Hedging/Pledging | Directors and executive officers are prohibited from hedging and pledging OneSpan securities . |
| Stock ownership guideline | CEO 300% of salary; CFO 150% of salary; to be achieved within three years of appointment . |
| Award overhang context | 2,115,652 RSUs/PSUs outstanding at 4/8/2025; no outstanding options; proposal to add 1,500,000 shares to plan (approved 6/6/2025 per 8‑K) . |
Vesting supply cadence (near-term):
- 2024 RSUs: 1/3 on May 14, 2025, then semi-annually .
- 2024 PSUs (earned): 1/3 on later of certification (Feb 5, 2025) and May 14, 2025; additional tranches on Dec 31, 2025 and Dec 31, 2026 .
- 2023 PSUs (earned): remaining 1/3 on Dec 31, 2025 .
Employment Terms
- Start date and role: Appointed CFO effective September 6, 2022; initially on a two-year term with automatic one-year renewals unless notice is given .
- Severance (without change in control): 12 months base salary; CFO receives prorated target bonus based on timing; COBRA premium payments generally not expressly indicated for CFO in 2025 table (CEO and some executives receive COBRA) .
- Severance (within 18 months post‑change‑in‑control): 12 months base salary (lump sum) plus full target annual bonus for CFO; acceleration of unvested RSUs and earned PSUs; 2024 PSUs vest at target upon double‑trigger .
- Definitions (Good Reason/Cause/CIC): As set forth in employment agreements, substantially aligned with CEO’s definitions; Good Reason includes material breach, salary reduction (CFO capped at ≤20%), relocation >45 miles, or material diminution of duties (with CIC carve-out) .
- Restrictive covenants: Post-termination restrictive covenants for 12 months following qualifying termination .
- Clawback: Awards subject to OneSpan’s Dodd‑Frank compensation recovery policy and applicable clawback/recoupment rules .
Potential payments if terminated on 12/31/2024 (proxy scenario analysis):
- Without CIC (company w/o cause or CFO for Good Reason): $686,598 (base + prorated target bonus) .
- With CIC (double trigger): $2,069,070 (base + full target bonus + equity acceleration including 2024 PSUs at target) .
- Death/Disability: $1,382,472 (equity vesting treatment) .
Compensation Structure Analysis
- Mix and pay-for-performance: For 2024, CFO’s cash payout at 103.5% reflected H1 profitability strength and FY revenue shortfall vs target; equity skewed to PSUs (75%) with operational metrics (EBITDA and Rule of 40), reinforcing profitability and efficient growth focus .
- Year-over-year equity trend: Stock awards declined from $1.0M (2023) to $0.34M (2024), signaling tighter grant values alongside elevated PSU weighting (75%) for CFO .
- Metric rigor: 2024 LTIP required EBITDA ≥$70.0M and Rule of 40 ≥33% for 125% payout; Company achieved levels sufficient for 125% vesting (CFO earned 25,476 PSUs), aligning realized pay with improved profitability and R40 .
- Plan governance: No evergreen, no option/SAR repricing, minimum 1‑year vesting (5% carve‑out), independent administration, director grant cap; anti‑hedging and anti‑pledging policies .
Compensation Peer Group (Benchmarking)
- 2024 Peer Group (20 companies) revised to reflect OneSpan’s size and model (application software, internet infrastructure, electronic equipment/instruments, and hardware), assisted by F.W. Cook & Co., Inc. .
- Policy: Committee uses peer data as a reasonableness standard and does not target a specific percentile; CFO and CEO subject to stock ownership guidelines (150% and 300% of salary, respectively) .
Equity Awards & Vesting Schedules (Detail)
| Award | Shares/Status | Key dates/terms |
|---|---|---|
| 2024 PSUs (target 20,381; 25,476 earned) | Earned at 125% based on 2024 metrics | Certification 2/5/2025; vesting 1/3 at later of certification and 5/14/2025, then 12/31/2025 and 12/31/2026 . |
| 2024 RSUs (6,794) | Unvested | Vest 1/3 on 5/14/2025; remainder in equal semi-annual tranches thereafter . |
| 2023 PSUs (earned; 5,695 outstanding at YE) | Last tranche unvested at YE 2024 | Vests 12/31/2025 . |
| 2022 PSUs (86,855 earned) | Earned on 2022 metrics | For CFO hired in 2022, earned PSUs vest on 12/31/2024 per program (three-year total vesting period) . |
Equity Ownership & Beneficial Holdings (as of Apr 8, 2025)
| Holder | Shares | Note |
|---|---|---|
| Jorge Martell (CFO) | 111,824 | Includes 10,756 RSUs vesting within 60 days; ownership <1% . |
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for executives and directors .
- Clawback: Dodd‑Frank policy in place; awards subject to recoupment .
- Options repricing: Prohibited without shareholder approval; no options outstanding as of 4/8/2025 .
- Change-in-control equity: Plan does not mandate automatic vesting on CIC; acceleration generally requires double-trigger termination per employment agreements .
Employment Terms Summary
| Provision | CFO Terms |
|---|---|
| Start date | Sept 6, 2022; initial 2‑year term with automatic 1‑year renewals . |
| Severance (no CIC) | 12 months base; prorated target bonus (timing‑based) . |
| Severance (within 18 months after CIC) | 12 months base (lump sum) + full target bonus; RSUs and earned PSUs vest in full; 2024 PSUs vest at target . |
| Good Reason/Cause/CIC | Definitions aligned with CEO’s agreement; includes pay cut (>0% up to 20% cap for CFO), relocation >45 miles, and material duty reduction (with CIC comparison standard) . |
| Restrictive covenants | 12‑month post‑termination covenants for qualifying separations . |
Investment Implications
- Pay-for-performance alignment: CFO’s comp is heavily at‑risk with 2024 PSUs (75% of LTIP) tied to EBITDA and Rule of 40; 125% PSU outcome mirrors strong 2024 profitability and R40 execution, signaling alignment and execution momentum .
- Vesting-driven supply: Multiple near-term vesting events (May 14, 2025 and Dec 31, 2025/2026) could create periodic selling pressure if shares are sold to cover taxes/liquidity; however, hedging/pledging is prohibited and stock ownership guidelines apply (150% of salary within 3 years) .
- Retention and CIC protection: Double‑trigger acceleration plus 12 months base and (in CIC) full target bonus support retention but limit windfall risk; 2024 PSUs vest at target only upon double trigger in CIC scenario .
- Governance quality: No option repricing, no evergreen, minimum vesting rules, and clawback policy reduce compensation risk; absence of options and heavy use of PSUs aligns incentives with operational value creation .