Lara Mataac
About Lara Mataac
Lara Mataac is OneSpan’s General Counsel, Chief Compliance Officer, and Corporate Secretary since June 2022; she is 48 years old, with a B.A. from Wellesley College and a J.D. from Stanford University . 2024 incentive metrics for executives tied to company performance included Total Revenue ($243.2m), Total Adjusted EBITDA ($72.6m), and Rule of 40 (33.3%), which drove her cash incentive payout to 103.5% of target . Company TSR (value of $100 investment) improved to $108.26 in 2024 from $62.60 in 2023, alongside net income of $54.2m and revenue of $243.2m in 2024, informing pay-versus-performance context .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Constant Contact, Inc. | General Counsel | Apr 2021–Jun 2022 | Led legal/compliance post-spinout from Endurance International Group |
| Endurance International Group (EIG) | Deputy General Counsel | Feb 2013–Mar 2021 | Senior legal leadership at a cloud/web presence provider |
| Bottomline Technologies | Corporate Legal Director | — | Corporate legal leadership at software company |
| Wilmer Cutler Pickering Hale & Dorr LLP | Corporate lawyer | — | Early-career legal practice |
| Fenwick & West LLP | Corporate lawyer | — | Early-career legal practice |
External Roles
No public company directorships or external governance roles disclosed for Ms. Mataac .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $182,558 | $342,779 | $353,100 |
| Target Bonus ($) | — | — | $176,550 (50% of base) |
| Actual Annual Cash Incentive ($) | $99,274 | $15,000 | $182,730 |
| Discretionary Bonus ($) | — | — | $75,000 (awarded Feb 2025 for 2024 work) |
| All Other Compensation ($) | $2,054 | $10,716 | $11,170 |
| Total Compensation ($) | $883,886 | $968,498 | $962,775 |
Performance Compensation
2024 Management Incentive Program (MIP) – Metrics and Payouts
| Component | Metric | Actual | Weighting | Payout vs Target | Final Weighted Payout | Payout ($) |
|---|---|---|---|---|---|---|
| H1 | Total Revenue | $125.8m | 50% | 125% | 62.5% | $110,344 |
| H1 | Adjusted EBITDA | $35.7m | 50% | 125% | 62.5% | Included above |
| FY | Total Revenue | $243.2m | 100% | 82% | 82% | $72,386 |
| Combined | — | — | — | — | 103.5% | $182,730 |
Long-Term Incentives (Equity) – 2024 Awards and Conditions
| Grant Date | Instrument | Target Shares | Vesting | Performance Metrics / Notes |
|---|---|---|---|---|
| May 14, 2024 | PSUs | 20,381 | 1/3 at later of achievement determination (Feb 5, 2025) or May 14, 2025; 1/3 on Dec 31, 2025; 1/3 on Dec 31, 2026, subject to service | Earned on 2024 Adjusted EBITDA and Rule of 40, each 50% weight; actual attainment strong enough for 125% of target |
| May 14, 2024 | RSUs | 6,794 | 1/3 on May 14, 2025; remainder in equal semi-annual installments over 3 years, subject to service | Time-based RSUs |
Stock Awards Vested in 2024
| Name | Shares Acquired on Vesting | Value Realized on Vesting |
|---|---|---|
| Lara Mataac | 60,687 | $1,030,837 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 59,314 shares as of Apr 8, 2025; <1% of outstanding |
| Unvested RSUs at 12/31/2024 | 6,794 (2024 grant), 5,468 (2/23/2023), 4,596 (8/5/2022) |
| Unearned PSUs at 12/31/2024 | 20,381 (2024 PSU target) |
| Earned but Unvested PSUs | 3,417 from 2023 PSUs (remaining 1/3 vests 12/31/2025) |
| Anti-Hedging / Anti-Pledging | Company policy prohibits hedging and pledging for executives |
| Ownership Guidelines | CEO: 300% of salary; CFO: 150% of salary; no guideline disclosed for General Counsel |
Outstanding Equity Awards (Year-End 2024 – Market Value at $18.54/share)
| Grant Date | Type | Shares Not Vested | Market Value ($) | Notes |
|---|---|---|---|---|
| 5/14/2024 | RSUs | 6,794 | $125,961 | Vests over 3 years (1/3 at 1-year, then semi-annual) |
| 5/14/2024 | PSUs (2024) | 20,381 (unearned) | $377,864 | Earned based on 2024 financial metrics; vest schedule detailed above |
| 2/23/2023 | RSUs | 5,468 | $101,377 | Vests (1/3 at 1-year, then semi-annual) |
| 2/23/2023 | PSUs (2023) | 3,417 (earned, unvested) | $63,351 | Vests 12/31/2025 remaining 1/3 |
| 8/5/2022 | RSUs | 4,596 | $85,210 | Vests every 6 months through 6/13/2025 |
Employment Terms
| Term | Key Provision |
|---|---|
| Employment Agreement Effective Date | June 13, 2022 |
| Severance (no Change in Control) | 12 months base salary; prorated target bonus; up to 12 months COBRA premiums (subject to release) |
| Severance (within 18 months post–Change in Control) | 12 months base salary; prorated target bonus; up to 12 months COBRA premiums; full vesting of RSUs and earned PSUs; 2024 PSUs vest at target level |
| Good Reason (summary) | Material breach; salary reduction (subject to limits); relocation >45 miles; material diminution of authority/duties (with CIC comparability caveat) |
| Restrictive Covenants | 12 months post-termination non-compete/non-solicit; confidentiality |
| Clawbacks | Dodd-Frank compensation recovery policy adopted in 2023 |
| Perquisites / Gross-Ups | No perquisites; no tax gross-ups; double-trigger equity acceleration |
Potential Payments if Terminated as of 12/31/2024
| Scenario | Base Salary | Annual Cash Incentive | COBRA | RSUs/Earned PSUs | 2024 PSUs | Total |
|---|---|---|---|---|---|---|
| Without Cause / Good Reason (no CIC) | $353,100 | $176,550 | $31,063 | $0 | $0 | $560,713 |
| Without Cause / Good Reason (within 18 months post-CIC) | $353,100 | $176,550 | $31,063 | $375,899 | $377,864 | $1,314,476 |
| Death/Disability | $0 | $0 | $0 | $375,899 | $377,864 | $753,763 |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – $100 Investment Value | $65.35 | $62.60 | $108.26 |
| Peer Group TSR – $100 Investment Value | $132.79 | $221.06 | $301.44 |
| Net Income ($000s) | $(14,334) | $(29,799) | $54,243 |
| Total Revenue ($000s) | $219,006 | $235,106 | $243,179 |
- 2024 MIP attainment tied to revenue, Adjusted EBITDA, and Rule of 40 yielded a 103.5% payout for Ms. Mataac, reflecting improved profitability focus and execution .
- Long-term PSUs for 2024 paid at 125% of target based on strong Adjusted EBITDA and Rule of 40; vesting over 2025–2026 supports retention .
Compensation Structure Analysis
- Shift toward profitability-linked metrics: 2024 cash incentives and PSUs emphasized Adjusted EBITDA and Rule of 40 with clear payout curves; 2024 MIP bifurcation provided near-term retention after low 2023 payouts .
- No hedging/pledging, no option repricing, no gross-ups; double-trigger equity acceleration only, improving alignment and governance quality .
- Discretionary bonuses in Feb 2025 ($75,000 to Ms. Mataac) recognized 2024 strategic and operational improvements; documented and modest relative to overall pay .
Equity Ownership & Alignment Commentary
- Beneficial ownership is modest (<1%), reducing direct ownership alignment but balanced by substantial unvested RSUs/PSUs with multi-year vesting .
- Policy bans hedging/pledging, mitigating misalignment and selling pressure risk from collateralized shares .
- CEO/CFO ownership guidelines exist; none disclosed for General Counsel .
Say-on-Pay & Shareholder Feedback
- 2022 say-on-pay was approved (25,711,565 for; 2,957,396 against; 199,621 abstain) .
- 2025 proxy seeks approval of NEO compensation and stock plan amendment; governance highlights underscore independent board and alignment practices .
Employment Terms Commentary
- Severance is formulaic and moderate (12 months base; prorated bonus; COBRA), with double-trigger equity protection in CIC scenarios; definitions of Cause/Good Reason and 12-month restrictive covenants are standard for retention/control transitions .
Investment Implications
- Pay-for-performance alignment appears credible: 2024 MIP and PSU outcomes tied directly to revenue, Adjusted EBITDA, and Rule of 40; actual payouts near or above target support confidence in execution while avoiding windfalls .
- Retention: Significant unvested RSUs/PSUs with vesting dates in May and December 2025/2026 create strong retention hooks; monitor vest events (May 14, Dec 31) for potential incremental share supply via tax-withholding transactions .
- Governance risk low: No hedging/pledging, no gross-ups, double-trigger equity, clawback policy—collectively reduce red flags and improve alignment .
- Ownership skin-in-the-game is limited (<1% beneficial ownership), but incentive equity provides exposure; consider monitoring any Form 4 activity for selling pressure and compliance with trading windows and policies (not disclosed here) .