Marc Zenner
About Marc Zenner
Marc Zenner (age 62) is an independent director of OneSpan since 2019 and serves as Chair of the Audit Committee. He is a former Managing Director at J.P. Morgan (Global Co-Head of Corporate Finance Advisory) and Citigroup (Global Head, Financial Strategy Group), former CFO of Persefoni, and a finance academic; he holds an MBA (City University, London), a Ph.D. in Financial Economics (Purdue; Fulbright Scholar), and is a CFA charterholder . The Board has determined all directors, including Dr. Zenner, are independent under Nasdaq rules and identified him as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan | Managing Director; Global Co-Head of Corporate Finance Advisory | 2007–2017 | Led corporate finance advisory globally |
| Citigroup | Managing Director; Global Head, Financial Strategy Group | 2000–2007 | Led financial strategy advisory |
| Persefoni | Chief Financial Officer | Aug 2021–Oct 2023 | Climate management and accounting platform CFO |
| University of North Carolina (Kenan-Flagler) | Professor; Finance Area Chair | Prior to 2000 (years not specified) | Teaching awards; extensive publications |
| University of Miami Herbert Business School | Executive in Residence | Since Mar 2021 | Senior advisor role |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Sentinel Energy Services Inc. | Director | 2017–2020 | Audit Committee Chair; Nominating & Corporate Governance Committee member |
| InnerWorkings, Inc. | Director | 2019–2020 | Audit Committee member |
Board Governance
- Committee assignments (current; changes effective June 7, 2025): Audit Committee Chair; Audit Committee membership will include Zenner (Chair), Garg, McConnell, Nietzel after June 7, 2025 (2024 meetings: 5) .
- Audit committee responsibilities include oversight of financial reporting, auditor appointment, internal controls, legal/regulatory compliance, risk assessment, and pre-approval of related-party transactions; Audit Committee may retain independent advisors; Zenner designated as an audit committee financial expert .
- Independence: Board annually confirms independence; all seven directors independent; specific potential relationships (Cox and Cloudflare) reviewed and deemed non-material for those directors (not Zenner) .
- Board leadership and meetings: Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings; independent directors hold regular executive sessions; separate independent Chair; Lead Independent Director not applicable given independent Chair .
- Governance guardrails: Prohibition on hedging/pledging OneSpan securities; director stock ownership requirements; robust related-party transaction policy with Audit Committee review; no related-party transactions requiring disclosure since Jan 1, 2024 .
Fixed Compensation
| Component | 2024 | Effective Apr 1, 2025 |
|---|---|---|
| Director annual cash retainer | $40,000 | $125,000 |
| Audit Committee chair fee | $20,000 | $30,000 |
| Audit Committee membership fee | $10,000 | Unchanged (not specified) |
| Other committee chair/member fees | MDCC Chair $12,000; Member $5,000; CGN Chair $7,500; Member $4,000 | Unchanged (not specified) |
| Meeting fees | None (no separate meeting fees) | None |
- Zenner’s 2024 director cash fees totaled $60,000 (annual retainer + Audit Chair fee) .
Performance Compensation
| Grant Date | Award Type | RSUs (#) | Grant Date Fair Value ($) | Vest Date | Delivery Timing | Accelerated Vesting Triggers |
|---|---|---|---|---|---|---|
| Jan 9, 2024 | Deferred RSUs | 12,914 | $125,008 | Jan 9, 2025 | Shares delivered at earlier of Board service cessation or change in control | Death, disability, retirement, change in control |
- Equity mix/policy: Directors’ fees are paid in part in deferred equity equal to at least 50% of aggregate fees (excluding committee fees) until the director holds stock valued at >3x aggregate annual director fees (excluding committee fees); approximately 75% of fees (excluding committee fees) are payable in equity; all non-employee directors were in compliance as of April 8, 2025 .
- Non-employee director compensation limit under the Omnibus Plan: Max aggregate cash plus grant-date fair value of equity is $400,000 per fiscal year .
- Options: Company reports no outstanding stock options; director equity currently in deferred RSUs; no option grants or repricing permitted under plan; minimum one-year vesting; no evergreen .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None disclosed for Zenner in 2025 proxy |
| Prior public boards | Sentinel Energy Services Inc. (Audit Chair; Nominating/CG member), InnerWorkings, Inc. (Audit member) |
| Related-party/transactions | No related-party transactions requiring disclosure since Jan 1, 2024; Audit Committee reviews/approves any such transactions under policy |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; deep corporate finance, valuation, capital allocation, capital markets, and M&A experience .
- Industry/role diversity: Technology/SaaS exposure; banking/financial services; ESG/human capital experience (including CFO role at climate platform) .
- Education/credentials: MBA (City University, London), Ph.D. Financial Economics (Purdue; Fulbright), CFA charterholder .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 69,073 |
| Ownership as % of shares outstanding | <1% (shares outstanding 38,230,467 as of Apr 8, 2025) |
| Unvested director RSUs (Dec 31, 2024) | 12,914 (for each non-employee director serving at that date; these vested Jan 9, 2025 but are deferred) |
| RSUs vesting within 60 days of Apr 8, 2025 | 0 for Zenner (footnote lists only Martell/Mataac with RSUs vesting within 60 days) |
| Pledging/hedging | Prohibited under company policy |
| Ownership guideline & compliance | >3x annual director fees (excluding committee fees); all non-employee directors in compliance as of Apr 8, 2025 |
Governance Assessment
-
Strengths:
- Audit Committee Chair and designated audit financial expert—strong oversight of financial reporting, internal controls, and auditor independence; Audit Committee held 5 meetings in 2024 and has broad authority to retain independent advisors .
- Independence affirmed; no related-party transactions disclosed since Jan 1, 2024; formal Related Person Transaction Policy with Audit Committee review .
- Attendance and engagement: Board met 9 times in 2024; all directors attended ≥75% of Board/committee meetings; regular executive sessions of independent directors .
- Alignment mechanisms: Prohibition on hedging/pledging; rigorous director stock ownership policy with compliance; equity compensation structured as deferred RSUs to align long-term .
-
Watch items / signals:
- Cash compensation increased (annual retainer to $125,000; Audit Chair fee to $30,000 effective Apr 1, 2025), reflecting higher director pay levels; equity ownership policy remains in place and plan caps non-employee director comp at $400,000 per year .
- No current public-company board interlocks disclosed for Zenner; prior roles included SPAC and public company boards with audit responsibilities, which generally support governance expertise .
-
Red Flags:
- None disclosed specific to Zenner (no related-party exposure, hedging/pledging prohibited, attendance threshold met) .