Michael McConnell
About Michael McConnell
Independent director of OneSpan (OSPN) since June 2021; age 59; currently a private investor and former Managing Director at Shamrock Capital Advisors. As of April 8, 2025, he serves on the Audit Committee and chairs the Management Development & Compensation Committee (MDCC); effective June 7, 2025, he will serve on the Audit Committee and Corporate Governance & Nominating Committee (CGN). He is designated by the Board as an Audit Committee Financial Expert. The Board affirms his independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OneSpan Inc. | Independent Director | Since 2021 | Audit (Member), MDCC (Chair as of Apr 8, 2025); effective Jun 7, 2025: Audit (Member), CGN (Member) |
| Shamrock Capital Advisors | Managing Director (former) | — | Investment and operating experience cited by OSPN as core credential |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adacel Technologies Limited | Chairman of the Board; Director | Director since 2017 | Air traffic management systems and technology |
| Powerfleet, Inc. | Non-executive Director | — | AIoT SaaS mobile asset industry |
| QuickFee | Non-executive Director | — | Online payment and lending solutions |
| Vonage Holdings Corp. | Director (prior) | 2019–2022 | Served through sale in July 2022 |
| SPS Commerce, Inc. | Director (prior) | 2018–2019 | — |
| Spark Networks SE | Director (prior) | 2014–2017 | Company sold in 2017 |
| Guidance Software, Inc. | Director (prior) | 2016–2017 | Company sold in 2017 |
Board Governance
- Committee assignments (McConnell-specific):
- As of Apr 8, 2025: Audit (Member); MDCC (Chair)
- Effective Jun 7, 2025: Audit (Member); CGN (Member)
- Audit Committee Financial Expert designation (McConnell): Board has determined that McConnell qualifies and is designated as such.
- Independence: All seven directors, including McConnell, are independent under Nasdaq listing standards.
- Meetings/attendance: Board met 9 times in 2024; each director attended at least 75% of Board and relevant committee meetings. Committee meetings in 2024: Audit (5), MDCC (11), CGN (4).
- Executive sessions: Independent directors met regularly in executive session.
| McConnell – Committee Summary | As of Apr 8, 2025 | Effective Jun 7, 2025 |
|---|---|---|
| Audit | Member | Member |
| MDCC | Chair | — |
| Corporate Governance & Nominating (CGN) | — | Member |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $62,000 | $112,000 (includes one-time award described below) |
| Stock Awards (Grant-Date Fair Value) | $125,006 | $125,008 |
| Total | $187,006 | $237,008 |
- 2025 program changes (Board-wide): On April 3, 2025, Board increased the Director annual retainer from $40,000 to $125,000 and Audit Chair fee from $20,000 to $30,000, effective April 1, 2025, citing unchanged levels since 2021, responsibilities, and 2024 peer data.
- Director fee structure (2024): Annual retainer $40,000; Chair $50,000; Audit Chair $20,000; Audit member $10,000; MDCC Chair $12,000; MDCC member $5,000; CGN Chair $7,500; CGN member $4,000; annual equity grant $125,000; no per-meeting fees.
Performance Compensation
| Director Equity Grants & Vesting | 2023 | 2024 |
|---|---|---|
| RSU grant date | Jan 5, 2023 | Jan 9, 2024 |
| RSUs granted (units) | 10,823 | 12,914 |
| Vesting date | Jan 5, 2024 (1-year) | Jan 9, 2025 (1-year) |
| Form | Deferred RSUs; delivery deferred to board departure or change in control | Deferred RSUs; delivery deferred to board departure or change in control |
| Accelerated vesting | Death, disability, retirement, change in control | Death, disability, retirement, change in control |
| Options usage | Company stated it does not currently grant options/SARs | Company stated it does not currently grant options/SARs |
- Clawback: Awards under the plan (including director awards) are subject to the Company’s clawback/recoupment policies, including Dodd-Frank Compensation Recovery Policy.
- One-time cash award: In Aug 2024, Board approved $50,000 one-time cash payments to McConnell and Nietzel for atypical, significant time devoted to CEO transition; McConnell recused from the MDCC vote; both recused from the Board vote.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Adacel Technologies Limited | Chairman/Director | None disclosed involving OneSpan. |
| Powerfleet, Inc. | Director | None disclosed involving OneSpan. |
| QuickFee | Director | None disclosed involving OneSpan. |
| Prior: Vonage; SPS Commerce; Spark Networks; Guidance Software | Prior Director | Prior roles; no current OneSpan-related transactions disclosed. |
- Related party transactions: Since Jan 1, 2024, no related party transactions requiring disclosure; Audit Committee oversees related party policy.
- Independence review: Board considered vendor/customer ties for two other directors (Cox Automotive; Cloudflare) and found no material interests; no concerns noted for McConnell.
Expertise & Qualifications
- Designated Audit Committee Financial Expert; experience in accounting, audit and financial controls.
- Skills/experience highlighted by Board: technology/SaaS/cybersecurity, operations, corporate finance and capital allocation, M&A, enterprise/financial risk management, public company governance, CEO experience, ESG/human capital.
Equity Ownership
| As of April 8, 2025 | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Michael McConnell | 33,763 | <1% | No options exercisable or RSUs vesting within 60 days for Board members (except noted NEOs); shares outstanding 38,230,467. |
- Stock ownership policy (directors): Must achieve >3x annual director fees; at least 50% of aggregate fees (excl. chair/committee fees) paid in deferred equity until guideline met; ~75% of fees (excl. chair/committee) payable in equity. As of Apr 8, 2025, all non-employee directors are in compliance.
- Hedging/pledging: Prohibited for directors; no short selling, derivatives, or pledging of OneSpan securities.
Governance Assessment
-
Strengths
- Independence and refresh: Independent status affirmed; committee rotation effective June 7, 2025 to bring fresh perspectives (McConnell moves from MDCC Chair to CGN; remains on Audit).
- Financial oversight: Audit Committee Financial Expert designation supports audit/risk oversight.
- Engagement: High committee activity in 2024 (MDCC met 11x; Audit 5x; CGN 4x); all directors met ≥75% attendance.
- Alignment mechanisms: Director equity delivered as deferred RSUs; robust ownership guidelines; prohibitions on hedging/pledging; clawback coverage of awards.
-
Watch items / RED FLAGS
- One-time director cash award: $50,000 to McConnell in Aug 2024 for CEO transition workload (on top of standard fees). While he recused from MDCC vote and both recipients recused from Board vote, investors may scrutinize non-routine director cash awards; continued transparency and restraint advisable.
- Rapid retainer increase: Director annual retainer increased from $40,000 to $125,000 effective Apr 1, 2025, justified by responsibilities, peer data, and lack of changes since 2021; monitor total pay trajectory versus peers and performance.
-
Compensation Committee oversight signal
- Say-on-pay: 73% support for 2023 executive pay; MDCC responded by shifting 2024 LTIP grants to at least 75% performance-based and granting a fully performance-based special PSU to the CEO—positive responsiveness signal while McConnell chaired MDCC.
-
Related-party/conflict controls
- No related-party transactions involving McConnell disclosed; Board/Audit Committee processes in place for review and pre-approval.
Overall, McConnell brings deep operating, finance, and M&A expertise with financial expert credentials and a history of public board service. His MDCC leadership through a transitional year (CEO change and investor feedback on pay) and adherence to recusal protocols bolster governance confidence; the one-time cash award and substantial retainer increase merit monitoring for optics and pay governance balance.