Marianne Johnson
About Marianne Johnson
Executive Vice President and Chief Product Officer at Cox Automotive since June 2018; OneSpan director since March 2020; age 59; classified independent under Nasdaq rules. Outside public company directorships: none. As of April 8, 2025 she serves on the Audit and Corporate Governance & Nominating Committees; effective June 7, 2025 she becomes Chair of Corporate Governance & Nominating and joins Management Development & Compensation. The Board reviewed her employer’s customer relationship with OneSpan (Cox Automotive purchases OneSpan’s e-signature solution) and determined it was routine, immaterial, and did not impair independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cox Automotive, Inc. | Executive Vice President & Chief Product Officer | Jun 2018–present | Leads product, engineering, and data science; launched product innovation framework to accelerate delivery relevance and speed . |
| First Data Corporation (now Fiserv, Inc.) | Head of Product Innovation & Technology, Network & Security Solutions; SVP, Enterprise Commercialization | May 2015–May 2018 | Senior roles in product innovation and commercialization in payments/fintech . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Outside public company directorships: none . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined all current directors, including Johnson, are independent under Nasdaq standards; considered Cox Automotive’s purchase of OneSpan e-signature solution and deemed non-material . |
| Committee Assignments (as of Apr 8, 2025) | Audit (Member); Corporate Governance & Nominating (Member) . |
| Committee Assignments (effective Jun 7, 2025) | Corporate Governance & Nominating (Chair); Management Development & Compensation (Member) . |
| Committee Meeting Counts (2024) | Audit: 5; Corporate Governance & Nominating: 4; Management Development & Compensation: 11 . |
| Board Meetings & Attendance (2024) | Board met 9 times; each director attended at least 75% of Board and applicable committee meetings; independent directors met regularly in executive session . |
| Hedging/Pledging | Prohibited for directors: no shorting, derivatives, hedging instruments, margin, or pledging Company stock . |
Fixed Compensation
| Component | Program Terms (2024 unless noted) | Source |
|---|---|---|
| Annual cash retainer | $40,000 (unchanged from 2023/2022) . | |
| Committee fees | Audit Chair $20,000; Audit member $10,000; MDCC Chair $12,000; MDCC member $5,000; CGN Chair $7,500; CGN member $4,000 . | |
| Meeting fees | None paid (no separate meeting fees) . | |
| 2024 cash actually paid to Johnson | $54,000 total cash fees in 2024 (consistent with $40,000 retainer + Audit member $10,000 + CGN member $4,000) . | |
| 2025 program change | Director annual retainer increased to $125,000 and Audit Chair fee to $30,000, effective Apr 1, 2025 . |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Settlement/Other |
|---|---|---|---|---|---|
| Deferred RSUs (non-employee director annual grant) | Jan 9, 2024 | 12,914 | $125,008 | Vested Jan 9, 2025 (1-year) | Deferred delivery until Board service cessation or change in control; accelerated vesting on death, disability, retirement, or change in control . |
Notes: Director equity awards are time-based deferred RSUs; there are no stated performance metrics for director equity grants .
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | No outside public company directorships disclosed . |
Expertise & Qualifications
- Technology/SaaS/cybersecurity; product management/innovation; sales/marketing; operations; M&A; banking/financial services; public company board/corporate governance experience (as identified in Board skills matrix) .
- Biography highlights senior fintech roles and leadership of product, engineering, data science at Cox Automotive; prior leadership at First Data/Fiserv .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Record/As-of Date |
|---|---|---|---|
| Marianne Johnson | 44,414 | <1% (“*” in proxy table) | Apr 8, 2025 . |
| Shares outstanding (for reference) | 38,230,467 | — | Apr 8, 2025 . |
| Unvested/Deferred Director RSUs (year-end 2024) | 12,914 unvested at 12/31/2024; vested 1/9/2025; settlement deferred until service cessation or change in control | — | . |
| Ownership guidelines | Non-employee directors must reach >3x annual director fees; at least 50% of fees paid in deferred equity until threshold met; approx. 75% of fees payable in equity (excluding chair/committee fees); all directors in compliance as of Apr 8, 2025 | . | |
| Hedging/Pledging | Prohibited by Insider Trading Policy | . |
Governance Assessment
Strengths and positive signals
- Independence affirmed despite customer relationship via Cox Automotive; Audit Committee also pre-approves any related party transactions, reducing conflict risk .
- Elevation to Chair of Corporate Governance & Nominating (effective June 7, 2025) indicates Board confidence in her governance leadership and oversight of director selection, committee composition, and ESG program .
- Strong engagement: Board met 9 times; committees active (Audit 5; MDCC 11; CGN 4); directors met attendance thresholds and held regular independent executive sessions .
- Alignment mechanisms: meaningful equity via deferred RSUs; robust stock ownership policy (3x fees) with compliance; strict anti-hedging/pledging .
Watch items and potential concerns
- Director retainer increase to $125,000 (effective Apr 1, 2025) is sizable; Board cited increased responsibilities, peer data, and lack of changes since 2021. Monitor for total fee escalation and pay-for-duty alignment going forward .
- Say-on-pay approval for 2023 executive compensation was ~73%, signaling mixed shareholder support; Board responded by increasing performance weighting in 2024 LTIP. Monitor ongoing investor feedback and outcomes under revised structure .
- Related-party sensitivity: Cox Automotive is a customer; while immaterial today, continued monitoring is warranted for any expansion or changes in terms that could raise independence questions .
RED FLAGS
- None identified: no hedging/pledging; no material related-party transactions affecting independence; attendance thresholds met; no outside public company interlocks disclosed .