Sarika Garg
About Sarika Garg
Independent director at OneSpan Inc. since 2021; age 49. Currently General Manager and Vice President of Product at HubSpot (joined via HubSpot’s October 2024 acquisition of Cacheflow, where she was Co‑founder and CEO). Prior roles include Chief Strategy Officer at Tradeshift (2015–2020) and product leadership at Ariba Network/SAP; recognized as a Top 50 Woman Leader in SaaS (2018, 2019) and member of Forbes Business Development Council . All OneSpan directors, including Ms. Garg, are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cacheflow Inc. | Co‑founder & Chief Executive Officer | Through Oct 2024 (acquired) | Led go‑to‑market and product; company acquired by HubSpot |
| HubSpot, Inc. | General Manager & VP of Product | Oct 2024–present | Product leadership post‑acquisition |
| Tradeshift, Inc. | Chief Strategy Officer (product & GTM) | 2015–2020 | Helped scale to ~$2.7B valuation by 2020 |
| Ariba Network / SAP SE | Product Management | Prior to Tradeshift; >10 years at SAP | Product leadership after SAP’s acquisition of Ariba |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| HubSpot, Inc. | GM & VP of Product | Yes | Operating role; not a board seat |
| Public company boards | — | — | None for Ms. Garg |
Board Governance
- Current committees (as of April 8, 2025): Audit (Member); Corporate Governance & Nominating (Member) .
- Post‑refresh (effective June 7, 2025): Audit (Member); Management Development & Compensation (Member) .
- Independence: Board determined all directors, including Ms. Garg, have no material relationship with OneSpan and are independent per Nasdaq standards .
- Attendance/Engagement: Board met 9 times in 2024; each director attended at least 75% of Board and committee meetings during their service; independent directors met regularly in executive session .
- Governance practices: Majority vote for director elections; executive sessions; stock ownership requirements; prohibition on hedging/pledging; all standing committees composed solely of independent directors .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director annual retainer | $40,000 | Paid quarterly in cash; no meeting fees |
| Audit Committee membership fee | $10,000 | Ms. Garg served as Audit member in 2024 |
| Corporate Governance & Nominating (CGN) membership fee | $4,000 | Ms. Garg served as CGN member in 2024 |
| Total cash fees earned (Ms. Garg, 2024) | $54,000 | Sum equals retainer + committee fees |
| Program change (effective Apr 1, 2025) | Retainer increased to $125,000; Audit Chair fee to $30,000 | Approved Apr 3, 2025, reflecting 2024 peer data and responsibilities |
Performance Compensation
| Grant Type | Grant Date | Shares/Value | Vesting & Delivery | Notes |
|---|---|---|---|---|
| Deferred RSUs (non‑employee director annual grant) | Jan 9, 2024 | 12,914 RSUs; grant date fair value $125,008 | RSUs vested on Jan 9, 2025; shares delivered upon cessation of Board service or change in control; accelerated vesting on death, disability, retirement, or change in control | No meeting fees; equity aligns interests |
- Director Stock Ownership Policy: Directors must hold stock worth >3x aggregate annual director fees (excluding committee fees); at least 50% of fees paid in deferred equity until guideline met; approximately 75% of fees (excluding committee pay) payable in equity; all non‑employee directors were in compliance as of April 8, 2025 .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| None | Ms. Garg holds no public company board seats besides OneSpan | No director interlocks disclosed for Ms. Garg |
Expertise & Qualifications
- Technology/SaaS/cybersecurity, product management/innovation, sales/marketing/customer success, operations, M&A, CEO experience, ESG/human capital, public company governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Sarika Garg | 42,038 | <1% | As of April 8, 2025; beneficial ownership excludes RSUs not vesting within 60 days (none for directors) |
Governance Assessment
- Board effectiveness: Ms. Garg’s product/SaaS/M&A background strengthens oversight of OneSpan’s strategic pivot to secure authentication and digital agreements; Audit Committee role supports financial rigor; committee refresh expands her remit to compensation oversight in 2025, enhancing human capital governance .
- Independence & conflicts: No related party transactions requiring disclosure since Jan 1, 2024; Board/ Audit Committee policies require pre‑approval of related party deals; hedging/pledging prohibited—a positive alignment signal .
- Attendance & engagement: Board‑level attendance thresholds met; regular executive sessions indicate robust independent oversight .
- Compensation & alignment: 2024 mix balanced with cash ($54,000) and deferred RSUs ($125,008); shares delivered only upon departure or change in control, promoting long‑term alignment; 2025 retainer increase to $125,000 elevates fixed pay—monitor for pay inflation, though Board cited peer benchmarking and role scope .
- RED FLAGS: None identified specific to Ms. Garg in related‑party exposure or attendance; policy prohibits hedging/pledging. Note the sizable retainer increase in 2025—watch for future escalation beyond performance justification .
Appendix: Committee Assignments Snapshot
| Date | Audit | MDCC (Compensation) | CGN (Governance & Nominating) |
|---|---|---|---|
| As of Apr 8, 2025 | Member | — | Member |
| Effective Jun 7, 2025 | Member | Member | — |
Notes:
- All directors were independent; Board committees are fully independent by charter .
- OneSpan prohibits directors/executives from hedging or pledging company securities .