Marc Boroditsky
About Marc Boroditsky
Independent non-employee director of OneSpan (OSPN) since 2019, age 62. Background spans >30 years in security software, identity, and go-to-market leadership across public and private tech companies; he attended the University of California, San Diego. He is currently a board member and advisor to technology companies and is independent under Nasdaq rules. Notably, he previously served as President of Revenue at Cloudflare (Nov 2022–Mar 2024) and later as an advisor (Mar–Aug 2024), which the Board reviewed for independence given OneSpan’s vendor relationship with Cloudflare and deemed non-material.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cloudflare, Inc. | President of Revenue | Nov 2022 – Mar 2024 | Led global revenue organization |
| Cloudflare, Inc. | Advisor | Mar 2024 – Aug 2024 | Advisory role post-operator tenure |
| Twilio Inc. | Chief Revenue Officer | Jul 2020 – Aug 2022 | Scaled communications platform revenue |
| Twilio Inc. | SVP of Sales | Feb 2017 – Jul 2020 | Built enterprise sales motion |
| Twilio Inc. | VP & GM, Authentication Solutions | Feb 2015 – Feb 2017 | Drove auth product line |
| Authy | President & COO | Sep 2014 – Feb 2015 | Led company until sale to Twilio |
| Oracle Corporation | VP, Identity & Access Management | Not disclosed | Identity and access leadership |
| Various software startups (incl. Passlogix) | Founder/Financier; exits to Oracle (Passlogix) and Twilio (Authy) | Not disclosed | Multiple company creations and exits in EMR, authentication, IAM |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Asana, Inc. | Director | Not disclosed | Current public company directorship |
| Various technology companies | Board member and advisor | Ongoing | Advisor to multiple tech firms |
Board Governance
- Independence: The Board determined all seven directors, including Boroditsky, are independent under Nasdaq standards; it also reviewed his short-term Cloudflare affiliation (a OneSpan vendor) and concluded no material relationship impairing independence.
- Committee assignments:
- As of April 8, 2025: Management Development & Compensation Committee (MDCC) member.
- Effective June 7, 2025: MDCC member and Corporate Governance & Nominating (CGN) Committee member.
- Committee meeting cadence (2024): Audit 5; CGN 4; MDCC 11.
- Attendance: The Board met 9 times in 2024; each director attended at least 75% of Board and applicable committee meetings.
- Board leadership: Separate Chair and CEO; independent Chair (transitioning from Nietzel to Capers on June 7, 2025); therefore no Lead Independent Director currently.
- Executive sessions: Independent directors met regularly in executive session.
- Policies: Directors and officers are prohibited from hedging and pledging OneSpan securities; stock ownership requirements apply to directors.
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual retainer | $40,000 | 2024 program rate |
| MDCC membership fee | $5,000 | 2024 program rate |
| Cash fees earned (actual) | $45,000 | Boroditsky 2024 cash compensation per table |
- 2025 Changes (effective April 1, 2025): Director annual retainer increased to $125,000; Audit Chair fee increased to $30,000; no change disclosed to committee member fees.
Performance Compensation (Director Equity)
| Grant date | Instrument | Shares | Grant date fair value (USD) | Vesting | Delivery terms |
|---|---|---|---|---|---|
| Jan 9, 2024 | Deferred RSUs | 12,914 | $125,008 | Vested Jan 9, 2025 | Shares delivered at earliest of board service cessation or change in control |
- All non-employee director equity awards are subject to accelerated vesting upon death, disability, retirement, or change in control.
- Plan limit: Total cash plus grant date fair value to any non-employee director capped at $400,000 per fiscal year.
Other Directorships & Interlocks
- Current public board: Asana, Inc. (Director).
- Potential interlock/conflict review: OneSpan purchases cloud services from Cloudflare, where Boroditsky was President of Revenue (through Mar 2024) and later an advisor (through Aug 2024); the Board evaluated and affirmed independence, deeming the transactions routine and non-material.
Expertise & Qualifications
- Technology/SaaS/cybersecurity; product/R&D/innovation; sales/marketing/customer success; operations; M&A; CEO experience; ESG/human capital; public company governance.
- Provides Board with insights on growth strategies, sales operations, SaaS/software markets, and target customer segments.
Equity Ownership
| Holder | Beneficial ownership (shares) | % of class |
|---|---|---|
| Marc Boroditsky | 52,073 | <1% |
- Director stock ownership policy: Directors must hold stock valued at >3x annual director fees (excluding committee/Chair fees) within three years; at least 50% of director fees (excl. committee/Chair fees) are paid in deferred equity until compliant; approximately 75% of fees (excl. committee/Chair fees) are payable in equity. All non-employee directors were in compliance as of April 8, 2025.
- Director awards are granted as deferred RSUs (2024: 12,914), vest in one year, and deliver upon board service cessation or change in control, enhancing alignment over tenure.
- Hedging/pledging prohibited under policy.
Governance Assessment
- Board effectiveness and engagement: Active committee load (MDCC in 2024; adding CGN in 2025), regular executive sessions, and 9 full Board meetings with at least 75% attendance for all directors signal engaged oversight.
- Independence and conflicts: The Board explicitly reviewed Boroditsky’s Cloudflare affiliation alongside OneSpan’s Cloudflare spend and concluded no material relationship; independence maintained—mitigating related-party risk.
- Incentive alignment: Director pay combines cash and meaningful equity (deferred RSUs with delivery upon separation/CoC), and a robust ownership policy (3x fees) with equity-paid fees until compliance; the equity plan caps total director comp at $400k/year.
- Program changes/optics: Effective April 1, 2025, the annual director retainer increased from $40,000 to $125,000, justified by responsibilities, peer data, and lack of prior changes since 2021; investors may monitor overall director pay mix and absolute levels versus peers.
- RED FLAGS: None identified specific to Boroditsky—no attendance shortfall disclosed, no hedging/pledging allowed, and no material related-party transactions attributed to him; the Cloudflare vendor tie was reviewed and deemed non-material.