DEF 14A of OneSpan Inc., Apr 23, 2026

DEF 14A of OneSpan Inc.

Filed Apr 23, 2026 · FY20250001044777-26-000011

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS Our Board currently consists of the following seven directors: Marc Boroditsky, Garry Capers, Sarika Garg, Marianne Johnson, Michael McConnell, Alfred Nietzel and Marc Zenner. All have been nominated for re-election at the Annual Meeting (collectively, our “Board’s Nominees”). Proxies cannot be voted for a greater number of persons than the number of our Board’s Nominees. You are being asked to elect the seven nominees of the Board to serve on our Board until our 2027 annual meeting of stockholders (the “2027 Annual Meeting”), until their successors are duly elected and qualified or until their earlier death, resignation or removal. Information regarding our Board’s Nominees is set forth below. For additional information concerning this proposal and our Board’s Nominees, see “Proposal 1—Election of Directors” on page 13, and for additional information regarding our directors, see “Information Regarding our Board of Directors” on page 9. OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF OUR BOARD’S NOMINEES.

  2. PROPOSAL 1—ELECTION OF DIRECTORS

    | | | | | Board Committees | | | | Name(1) | Age | Director Since | Principal Occupation | Audit | MDCC (2) | CGN (3) | | Marc Boroditsky | 63 | 2019 | Chief Revenue Officer of Nebius Group N.V. | | X | X | | Garry Capers, Chair of our Board | 49 | 2021 | Division President, B2B Payments, of Deluxe Corporation | | | | | Sarika Garg | 50 | 2021 | General Manager and Vice President of Product at HubSpot, Inc. | X | X | | | Marianne Johnson | 60 | 2020 | Executive Vice President and Chief Product Officer of Cox Automotive, Inc. | | X | X (Chair) | | Michael McConnell | 60 | 2021 | Private Investor | X | | X | | Alfred Nietzel | 64 | 2020 | Board Member, Independent Executive Consultant and Retired Chief Financial Officer | X | X (Chair) | | | Marc Zenner | 63 | 2019 | Board Member, Senior Advisor, Consultant, Investor, Retired Investment Banker, Retired Chief Financial Officer | X (Chair) | | |

  3. PROPOSAL 1—ELECTION OF DIRECTORS

    | (1) All directors are independent in accordance with The Nasdaq Stock Market LLC (“Nasdaq”) listing rules. | | (2) Represents the Management Development and Compensation Committee. | | (3) Represents the Corporate Governance and Nominating Committee. |

  4. INFORMATION REGARDING OUR BOARD OF DIRECTORS

    INFORMATION REGARDING OUR BOARD OF DIRECTORS

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  6. INTRODUCTION

    INTRODUCTION Each member of our Board is up for election at the Annual Meeting and, if elected, will hold office for a one-year term expiring at the next annual meeting. Each director holds office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. If a director retires, resigns or is otherwise unable to serve before the end of his or her one-year term, our Board may appoint a director to fill the remainder of such term, reduce the size of our Board or leave the position vacant. OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” OUR BOARD’S NOMINEES.

  7. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS All seven of our Board’s Nominees have been nominated by our Board, at the recommendation of the Corporate Governance and Nominating Committee, for election at the Annual Meeting to serve for a one-year term ending at our 2027 Annual Meeting and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. All of the Board’s Nominees have consented to serving as a nominee, being named in the Proxy Statement and serving as a director if elected. The Corporate Governance and Nominating Committee and our Board believe that each of our Board’s Nominees brings a strong and distinct set of perspectives, experiences and skills to OneSpan. The Corporate Governance and Nominating Committee and our Board believe that if our Board consists of these nominees, our Board will be effective and well-functioning and have an optimal balance of experience, leadership, competencies, qualifications and skills in areas of importance to OneSpan and our stockholders. Our Board has affirmatively determined that each of our Board’s Nominees qualifies as an independent director under Nasdaq listing rules. None of our Board’s Nominees is being elected pursuant to any arrangement or understanding between any of the Board’s Nominees and any other person or persons. There are no family relationships between any of our executive officers, directors, or persons nominated or chosen by us to be a director or executive officer. For further information on the process for director nominations and criteria for selection of Board nominees, see “Information Regarding Our Board of Directors—Director Selection Process” beginning on page 9. OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF OUR BOARD’S NOMINEES.

  8. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Name | Age | Director Since | Position(s) with OneSpan | | Garry Capers | 49 | 2021 | Chair of our Board | | Marc Boroditsky | 63 | 2019 | Director | | Sarika Garg | 50 | 2021 | Director | | Marianne Johnson | 60 | 2020 | Director | | Michael McConnell | 60 | 2021 | Director | | Alfred Nietzel | 64 | 2020 | Director | | Marc Zenner | 63 | 2019 | Director |

  9. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Garry Capers, Chair of Our Board | | | Division President, B2B Payments, Deluxe Corporation Director Since: 2021 Age: 49 Independent: Yes | Outside Public Company Directorships: None | | Executive Experience: | | | Mr. Capers has been a director since April 2021 and assumed the role of Chair of our Board in June 2025. Mr. Capers joined Deluxe Corporation ("Deluxe"), a publicly traded financial services company, in September 2019, where he currently serves as Division President, B2B Payments and is a member of the executive leadership team. At Deluxe, Mr. Capers has full general management responsibility for B2B Payments, with primary responsibility for developing and delivering account payables and receivables solutions to financial institutions and corporate customers. His prior roles included Chief Operations Officer, Division President for Data Solutions, Promotional Solutions, and Go-to-Market Enablement. Mr. Capers has served as a director of The National Center for Civil and Human Rights, a nonprofit organization, since January 2023. From January 2017 to September 2019, Mr. Capers held multiple executive leadership roles at ADP, including Senior Vice President, NA Comprehensive Outsourcing Services from January 2018 to September 2019 and Division Vice President, NAS Southeast Region from January 2017 to January 2018. From December 2007 through January 2017, Mr. Capers held various roles at Equifax Inc. ("Equifax"), a credit agency, overseeing business-to-business marketing units that focused on marketing data services for corporations, small businesses and consumers, including serving as General Manager – Equifax Marketing Services from April 2016 to January 2017. While at Equifax, Mr. Capers also led the formation of a new business unit within the fraud and identity management space. Prior to Equifax, Mr. Capers was a management consultant with Bain & Company, departing as a manager with focus in the retail and financial services sectors. Mr. Capers holds a B.A. in Business Administration from Morehouse College and an MBA in Marketing from The Wharton School at the University of Pennsylvania. | | | Relevant Skills and Qualifications: | | | ✔ Technology, Software, SaaS and/or Cybersecurity Experience ✔ Product Management, Development, R&D, and/or Innovation Experience ✔ Information Technology and Security Experience ✔ Sales, Marketing and/or Customer Success Experience ✔ Operations Experience ✔ M&A Experience ✔ Banking and Financial Services Industry Experience ✔ Enterprise and/or Financial Risk Management Experience ✔ Public Company Board and/or Corporate Governance Experience Mr. Capers brings a wealth of strategic and operational experience in the markets the Company serves to our Board. With more than 20 years in the financial technology field including years of experience in management consulting, he contributes to the continued development of OneSpan’s value creation strategy. | |

  10. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Marc Boroditsky | | | Chief Revenue Officer, Nebius Group N.V. Age: 63 Independent: Yes | Standing Board Committees: Management Development and Compensation Committee Corporate Governance and Nominating Committee Outside Public Company Directorships: Asana, Inc. | | Executive Experience: | | | Mr. Boroditsky has been a director since June 2019. He is a member of the Management Development and Compensation Committee and the Corporate Governance and Nominating Committee, and also serves as a director of Asana, Inc., a publicly traded work management platform company. Since May 2025, Mr. Boroditsky has served as Chief Revenue Officer of Nebius Group N.V., a publicly traded technology infrastructure company serving the global AI industry. From November 2022 through March 2024, Mr. Boroditsky served as the President of Revenue for Cloudflare, a global cloud services provider, as well as an advisor to Cloudflare from March 2024 to August 2024. From July 2020 to August 2022, he served as the Chief Revenue Officer at Twilio Inc. ("Twilio"), a cloud communication platform that engages customers across channels such as SMS, voice, video and email. Prior to that, he served as Twilio’s Senior Vice President of Sales from February 2017 to July 2020 and as Twilio’s Vice President and General Manager of Authentication Solutions from February 2015 to February 2017. Before joining Twilio, Mr. Boroditsky was President and COO of Authy, a software authentication company, from September 2014 until it was acquired by Twilio in February 2015. Prior to Authy, Mr. Boroditsky was VP of Identity and Access Management at Oracle Corporation, a provider of integrated cloud applications and platform services. Mr. Boroditsky has more than 30 years of experience with technology companies. He has founded and financed four software companies in electronic medical records, authentication and identity management. He successfully sold Authy to Twilio and Passlogix to Oracle. Mr. Boroditsky attended the University of California, San Diego. | | | Relevant Skills and Qualifications: | | | ✔ Technology, Software, SaaS and/or Cybersecurity Experience ✔ Product Management, Development, R&D, and/or Innovation Experience ✔ AI Product and Governance Experience ✔ Sales, Marketing and/or Customer Success Experience ✔ Operations Experience ✔ M&A Experience ✔ CEO Experience ✔ Human Capital Management Experience ✔ Public Company Board and/or Corporate Governance Experience | | | Mr. Boroditsky has an extensive security software, sales, finance, product management and operations background, having served in executive roles at numerous technology companies, both private and publicly traded. He provides our Board with unique insights into the Company’s growth strategies, sales operations, software solutions including SaaS, software company operations and our target markets. | |

  11. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Sarika Garg | | | General Manager and Vice President of Product, HubSpot Director Since: 2021 Age: 50 Independent: Yes | Standing Board Committees: Audit Committee Management Development and Compensation Committee Outside Public Company Directorships: None | | Executive Experience: | | | Ms. Garg has been a director since June 2021. She is a member of the Audit and Management Development and Compensation Committees. Ms. Garg serves as General Manager and Vice President of Product at HubSpot, Inc., a publicly traded customer relationship management platform company, which she joined via HubSpot's October 2024 acquisition of Cacheflow Inc. ("Cacheflow"), a B2B SaaS company where she was Co-founder and Chief Executive Officer. Prior to Cacheflow, she was Chief Strategy Officer responsible for product and go-to-market at Tradeshift, Inc. ("Tradeshift"), a cloud network and platform for supply chain payments, marketplaces, and apps. During her tenure from 2015 through 2020, she helped Tradeshift grow from a small 100-person startup to a valuation of approximately $2.7 billion by 2020. Before joining Tradeshift, Ms. Garg led product management for Ariba Network, following its acquisition by SAP SE. Ms. Garg started her career at SAP SE, a multinational software corporation, where she spent over 10 years. She has been recognized as one of the Top 50 Women Leaders in SaaS by The Software Report in both 2018 and 2019 and is a member of the Forbes Business Development Council. | | | Relevant Skills and Qualifications | | | ✔ Technology, Software, SaaS and/or Cybersecurity Experience ✔ Product Management, Development, R&D, and/or Innovation Experience ✔ AI Product and Governance Experience ✔ Information Technology and Security Experience ✔ Sales, Marketing and/or Customer Success Experience ✔ Operations Experience ✔ M&A Experience ✔ CEO Experience ✔ Human Capital Management Experience ✔ Public Company Board and/or Corporate Governance Experience | | | Ms. Garg brings significant software operational, sales, technology and M&A leadership experience to our Board. She has over 20 years of experience in building and taking to market enterprise solutions globally at SAP SE, Ariba Network and Tradeshift, including strategic M&A. Ms. Garg also possesses experience with both perpetual license and SaaS license solutions and organizational setup. In addition, she is an expert in SaaS operations, sales and architectures, particularly in the financial technology space. | |

  12. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Marianne Johnson | | | Executive Vice President and Chief Product Officer, Cox Automotive, Inc. Director Since: 2020 Age: 60 Independent: Yes | Standing Board Committees: Corporate Governance and Nominating Committee (Chair) Management Development and Compensation Committee Outside Public Company Directorships: None | | Executive Experience: | | | Ms. Johnson has been a director since March 2020. She is Chair of the Corporate Governance and Nominating Committee and a member of the Compensation Committee. She has been the Executive Vice President and Chief Product Officer at Cox Automotive, Inc. (“Cox”), one of the largest automotive services companies in the world providing cloud-based technology and other solutions for the automotive wholesale and retail marketplace, since June 2018. She leads Cox’s product, engineering and data science teams, as well as the product innovation discipline to integrate and transform Cox’s comprehensive suite of software and services. In mid-2018, Ms. Johnson began the work of standardizing and improving product and engineering practices by modernizing both disciplines at Cox. She launched a unique product innovation framework, which transformed the speed and relevancy of products for Cox’s customers. Before joining Cox, Ms. Johnson was at First Data Corporation (now Fiserv, Inc.), a global leader in payments and financial technology, where she was head of product innovation and technology for the network and security solutions line of business and senior vice president of enterprise commercialization from May 2015 to May 2018. She has been named one of the top Women Worth Watching® by Profiles in Diversity Journal ® and Woman of the Year by The Technology Association of Georgia. | | | Relevant Skills and Qualifications: | | | ✔ Technology, Software, SaaS and/or Cybersecurity Experience ✔ Product Management, Development, R&D, and/or Innovation Experience ✔ AI Product and Governance Experience ✔Information Technology and Security Experience ✔ Sales, Marketing and/or Customer Success Experience ✔ Operations Experience ✔ M&A Experience ✔ Banking and Financial Services Industry Experience ✔ Public Company Board and/or Corporate Governance Experience ✔Human Capital Management Experience | | | Ms. Johnson has decades of experience in the financial technology field, having served in senior roles focusing on product innovation, operational excellence and growth. She also brings to our Board experience in product innovation, cloud-based software development, research and design, data science and executive management. | |

  13. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Michael McConnell | | | Private Investor Director Since: 2021 Age: 60 Independent: Yes | Standing Board Committees: Audit Committee Corporate Governance and Nominating Committee Outside Public Company Directorships: Beonic Limited Powerfleet, Inc. QuickFee SPS Commerce, Inc. | | Executive Experience: | | | Mr. McConnell has been a director since June 2021. He is a member of the Audit Committee and the Corporate Governance and Nominating Committee. He serves as a non-executive director on the board of directors of the following publicly traded companies: Beonic Limited, a provider of AI-driven analytics for physical venues, where he serves as chair of the board; Powerfleet, Inc., an artificial intelligence of things (AIoT) software company, where he serves as chair of the audit committee; SPS Commerce Inc., a provider of cloud-based supply chain management services, where he also served as a Board member from 2018 through 2019; and QuickFee, a provider of online payment and lending solutions. Mr. McConnell intends to reduce his public company board memberships to four boards by August 2026. Mr. McConnell also serves as Chair and non-executive director at Adacel Technologies Limited, a privately held developer of air traffic management systems and technology that was publicly traded until January 2025. Mr. His prior board experience includes serving on the boards of Vonage Holdings Corp., a cloud communications provider, from 2019 through its sale in July 2022; Spark Networks SE, a leader in affinity-based online subscription dating networks, from 2014 until the company was sold in 2017; and Guidance Software, Inc., a global provider of forensic security solutions, from 2016 until the company was sold in 2017. He has also served on numerous other public and private company boards in the United States, Australia, New Zealand and Ireland. He is the former Managing Director of Shamrock Capital Advisors, a private investment company. | | | Relevant Skills and Qualifications: | | | ✔ Technology, Software, SaaS and/or Cybersecurity Experience ✔ Operations Experience ✔ Corporate Finance and Capital Allocation Experience ✔ M&A Experience ✔ Accounting, Audit and Financial Controls Experience ✔ Enterprise and/or Financial Risk Management Experience ✔ Public Company Board and/or Corporate Governance Experience ✔ CEO Experience ✔ Human Capital Management Experience Mr. McConnell has extensive operating and financial experience as an executive officer at various technology companies. He brings over two decades of investment, operational and public board experience to OneSpan. Mr. McConnell’s skills and experiences provide a valuable asset to our Board in developing strategic alternatives to drive stockholder value. | |

  14. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Alfred Nietzel | | | Board Member, Independent Executive Consultant and Retired Chief Financial Officer Director Since: 2020 Age: 64 Independent: Yes | Standing Board Committees Management Development and Compensation Committee (Chair) Audit Committee Outside Public Company Directorships: None | | Executive Experience: | | | Mr. Nietzel has been a director since November 2020 and served as Chair of the Board from July 2021 to June 2025. He is Chair of the Management Development and Compensation Committee and a member of the Audit Committee. Mr. Nietzel serves as a director at Baxter Credit Union, one of the largest credit unions in the United States, and was a director at Cerence Inc., a publicly traded global cloud software company that provides AI-powered assistants and innovations for connected and autonomous vehicles, from October 2019 to February 2026. He served in executive finance roles for 16 years, including most recently as Chief Financial Officer of CDK Global, Inc., the largest global provider of integrated technology and digital marketing solutions for the automotive retail and vehicle manufacturing industry, from 2014 to 2017. Prior to that, he was with Automatic Data Processing, Inc. (“ADP”), the leading global provider of cloud-based human capital management technology and services, since 2001, and led the financial and administrative execution of the spin-off of ADP’s Dealer Services Division to create CDK Global, Inc. Mr. Nietzel served as Chief Financial Officer for ADP’s Dealer Services Division, Chief Financial Officer for the Employer Services Division and ADP’s Corporate Controller, leading the financial and business integration processes for multiple large acquisitions and divestitures during his time at ADP. Prior to joining ADP, Mr. Nietzel served for 17 years with Procter & Gamble Inc., a multinational consumer goods company, in numerous operational finance, sales/marketing and audit roles. Mr. Nietzel holds a B.S. in Accounting and Finance from Eastern Illinois University. | | | Relevant Skills and Qualifications: | | | ✔ Technology, Software, SaaS and/or Cybersecurity Experience ✔ Information Technology and Security Experience ✔ Operations Experience ✔ Banking and Financial Services Industry Experience ✔ Corporate Finance and Capital Allocation Experience ✔ M&A Experience ✔ Accounting, Audit and Financial Controls Experience ✔ Enterprise and/or Financial Risk Management Experience ✔ Public Company Board and/or Corporate Governance Experience ✔ Human Capital Management Experience Mr. Nietzel is a global finance executive who has over 25 years of demonstrated finance experience across consumer products and B2B services and has operated as a CFO of a public company of scale. He has recent experience as both a public, and privately held, company Board member. His earlier career experience at Procter & Gamble included multiple expatriate assignments requiring long-term relocation to both Europe and Australia. | |

  15. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Marc Zenner | | | Board Member, Senior Advisor, Consultant, Investor, Retired Investment Banker, Retired Chief Financial Officer Director Since: 2019 Age: 63 Independent: Yes | Standing Board Committees: Audit Committee (Chair) Outside Public Company Directorships: None | | Executive Experience: | | | Dr. Zenner has been a director since June 2019. He is the Chair of the Audit Committee. Dr. Zenner is a senior advisor for and investor in technology startups and serves as a valuation, corporate finance and investment banking expert. He also has served as an Executive in Residence at the University of Miami Herbert Business School since March 2021. From August 2021 to October 2023, Dr. Zenner was the Chief Financial Officer of Persefoni, a climate management and accounting platform. He retired from investment banking in September 2017 after having spent 10 years at J.P. Morgan & Co. ("J.P. Morgan") and over six years at Citigroup, Inc. ("Citigroup"), both leading financial services firms. At J.P. Morgan, Dr. Zenner was a Managing Director and Global Co-Head of Corporate Finance Advisory from 2007 to 2017. At Citigroup, he was a Managing Director and Global Head of the Financial Strategy Group from 2000 to 2007. Prior to his career in investment banking, Dr. Zenner had a distinguished career as a professor at the University of North Carolina Chapel Hill Business School where he was a professor and the finance area chair. Dr. Zenner received numerous awards for his teaching and is the author of a wealth of academic and practitioner articles. Dr. Zenner previously served on the board of directors of Sentinel Energy Services Inc., a special purpose acquisition company that focuses on the oil field services sector, where he was the chairman of the Audit Committee and a member of the Nominating and Corporate Governance Committee, as well as on the board of Innerworkings, Inc., a marketing execution company that was acquired in the summer of 2020, where he was a member of the Audit Committee. Dr. Zenner is also a Chartered Financial Analyst. Dr. Zenner is originally from Belgium where he received an undergraduate degree in business engineering from K.U. Leuven. He then received an MBA from City University in London, U.K. and a Ph.D. in Financial Economics from Purdue University, where he was a Fulbright Scholar. | | | Relevant Skills and Qualifications: | | | ✔ Technology, Software, SaaS and/or Cybersecurity Experience ✔ Banking and Financial Services Industry Experience ✔ M&A Experience ✔ Corporate Finance and Capital Allocation Experience ✔ Accounting, Audit and Financial Controls Experience ✔ Enterprise and/or Financial Risk Management Experience ✔ Public Company Board and/or Corporate Governance Experience ✔ ESG Experience ✔ Human Capital Management Experience Dr. Zenner has extensive finance, investment banking, capital markets, M&A and capital allocation experience, having served as a Chief Financial Officer, board member of other public firms, in senior roles at major international investment banks, and as a professor of finance. He provides our Board with deep insights into the Company’s capital structure, capital allocation strategies, and M&A program. | |

  16. Key Compensation Principles

    Key Compensation Principles We operate in the global technology industry, focusing on advanced secure authentication and digital agreements. The market for executive-level talent in our industry is highly competitive, and we are in the midst of a period of transition in our business that will require significant dedication, creativity and commitment from our senior management team. The Committee’s 2025 executive compensation decisions were made in that context and guided by the principles of market competitiveness, pay for performance, stockholder alignment, responsible compensation practices, and retention, each of which is discussed below. Market Competitiveness. Compensation should be aligned with the value of the job in the marketplace and designed to allow OneSpan to attract, motivate and retain the caliber of executive talent necessary to succeed in light of our industry and specific business circumstances. To ensure that our compensation is market competitive, we consider data from a peer group of companies, and in some cases, third-party compensation benchmarking reports. Our compensation peer group consists of companies comparable to the Company in terms of industry, revenue and market capitalization. The peer group that the Committee used for purposes of 2025 executive compensation decisions (the "Peer Group") was the same as the peer group used for 2024 executive compensation decisions made in the first quarter of 2024. The Peer Group was developed at the Committee's direction in October 2023 in order to better reflect our 2023 financial performance and our then-current market capitalization, and consisted of the following companies:

  17. Key Compensation Principles

    | Peer Group (20 companies) | | | A10 Networks, Inc. Agilysys, Inc. American Software, Inc. Arlo Technologies, Inc. AstroNova, Inc. Avid Technology, Inc. Consensus Cloud Solutions, Inc. Faro Technologies, Inc. Identiv, Inc. Iteris, Inc. | Mitek Systems, Inc. NAPCO Security Technologies, Inc. Powerfleet, Inc. Quantum Corporation SecureWorks, Inc. Telos Corporation TransAct Technologies Incorporated Turtle Beach Corporation Viant Technology Inc. Vishay Precision Group, Inc. |

  18. Key Compensation Principles

    Since less than two years had passed since the initial development and first use of the Peer Group, the Committee determined to use the Peer Group for its 2025 executive compensation decisions, which were made in the first quarter of 2025. Based on our revenue for fiscal year 2024, the most recent fiscal year available when the Committee made its 2025 executive compensation decisions, our revenue was at the 41st percentile of the Peer Group, and based on our closing stock price of $19.24 as of January 31, 2025, our market capitalization was at the 68th percentile of the Peer Group. The Peer Group consists of companies in the following Global Industry Classification Standard (GICs) sub-industry groups: Application Software, Electronic Equipment & Instruments, Systems Software, and Technology Hardware, Storage and Peripherals. Frederic W. Cook & Co, Inc. (“FW Cook”), an independent compensation consultant, assisted the Committee in the initial development of the Peer Group in October 2023 (as well as the development of the Company's revised peer group for 2026 executive compensation (the "2026 Peer Group"), which is discussed in "2026 Developments" below). Please see “Role of the Committee, Consultants and Management” below for additional information about the Company’s use of FW Cook. The Committee uses peer group data as one of several factors it considers in determining executive compensation. It does not target a specific percentile range within the peer group, but instead uses peer group data in considering market compensation practices. Although the Committee reviews the compensation practices of the companies in the peer group, it does not adhere to strict targets or formulas to determine the mix or value of compensation components. Instead, the Committee considers various factors, including the experience, responsibilities and performance of the applicable executive and the Company’s overall financial and competitive performance. The Committee believes that this flexibility is important in designing compensation arrangements to attract and retain executives in a highly competitive and rapidly changing market. Performance-Based Compensation. Compensation should reward performance, both annual and long-term. Accordingly, the Committee believes that a substantial portion of an executive officer’s compensation, both cash and equity, should be subject to achieving measurable performance criteria that are linked directly to the Company’s strategy and to stockholder value. Exceptional performance should be rewarded with a higher level of performance-based compensation; likewise, when performance fails to meet expectations or lags benchmarks set by the Committee, the result should be a lower level of compensation. Performance-based compensation should be based on measures that are simple to understand and that are aligned with the Company’s long-term strategies, operational goals and stockholder returns. Stockholder Alignment. Compensation should align the long-term interests of our executives with those of our stockholders. To this end, the Committee sets a significant portion of total target compensation for our NEOs in the form of equity. In addition, our CEO and CFO are subject to an executive stock ownership policy requiring them to hold equity at least equal to a multiple of the current base salaries of each of the CEO and CFO of 300% and 150%, respectively, within three years of appointment. Our CEO is currently within the policy's transition period and our CFO is in compliance with the policy. The Committee values continuing and constructive feedback from our stockholders on compensation, and we engage with investors on a regular basis to understand their views on this and other topics. In making its 2025 executive compensation decisions, the Committee considered the approval by approximately 90% of the votes cast for the Company’s say-on-pay vote regarding our 2024 executive compensation program, and as a result continued the high-level structure of the 2024 program, including a focus on pay-for-performance compensation, into 2025. Responsible Compensation Practices. Compensation should incorporate risk management considerations and promote accountability and responsible conduct. Risk management. The performance-based component of our compensation program is based on several metrics rather than a single metric in order to support balanced decision-making. In addition, we believe that our allocation of compensation among a fixed and predictable level of base salary, an annual cash incentive program based on multiple performance targets, and equity awards with a combination of multiple performance targets and multi-year vesting schedules discourages short-term risk taking at the expense of long-term results. Clawback provisions. All of our equity agreements, both for executives and non-executives, provide that if the Company determines that the grantee’s “wrongful act” (as defined in the agreements) was a significant contributing factor to the Company having to restate all or a portion of its financial statements, the Company may determine that such grantee will forfeit and must repay to the Company any shares of our Common Stock, cash or other property paid in respect of any amount awarded during the period beginning on the date the financial statements requiring restatement were originally released to the public or submitted to the SEC, whichever is earlier, and ending on the date the restated financial statements are filed with the SEC. In addition, as required by the Dodd-Frank Act of 2010 and related SEC rules, in 2023, we adopted a Dodd-Frank Compensation Recovery Policy (“Clawback Policy”). Our Clawback Policy provides that if we are required to prepare an accounting restatement, as defined in the Clawback Policy, we will attempt to recover from each of our executive officers (as defined in Rule 16a-1(f) under the Exchange Act) any erroneously awarded compensation received by such officer that was granted, earned or vested based in whole or in part upon the attainment of financial reporting measures (including stock price and total stockholder return) (“Incentive-Based Compensation”). For purposes of the Clawback Policy, “erroneously awarded compensation” means the amount of Incentive-Based Compensation the officer received that exceeds the amount he or she would have received had the amount of Incentive-Based Compensation been determined based on the restated amounts. Each of our executive officers and other senior management team members are required to acknowledge and agree to our Clawback Policy in their equity award agreements covering awards granted after December 18, 2023, the effective date of the Clawback Policy. No hedging or pledging. Our Insider Trading Policy prohibits directors, executive officers, and employees from the following trading activities in OneSpan securities: short selling; buying or selling put options, call options or other derivative securities; purchasing financial instruments (such as forward contracts, equity swaps, collars and exchange funds) or engaging in other transactions that hedge or offset any decrease in the value of OneSpan securities; purchasing OneSpan securities on margin; borrowing against Company securities in a margin account; or pledging OneSpan securities as collateral for a loan.

  19. Role of the Committee, Consultants, and Management

    Role of the Committee, Consultants, and Management The Committee determines the compensation of our NEOs, including the evaluation and approval of compensation plans, policies and programs offered to our NEOs. Under its charter, the Committee has the authority to engage its own independent advisor to assist in carrying out its responsibilities, and also takes into account management input (particularly the input of the CEO) in making executive compensation decisions. Role of the Independent Consultant. The Committee retains an independent compensation consulting firm from time to time as it deems appropriate. FW Cook assisted the Committee in creating the Peer Group and the 2026 Peer Group. FW Cook does not perform any other services for the Company. The Committee reviewed the independence of FW Cook under Nasdaq and SEC rules and concluded that the work of FW Cook has not raised any conflict of interest. Role of Management. The Committee typically considers the CEO’s evaluations and recommendations, both with respect to his own performance and compensation and with respect to the performance and compensation of his direct reports, when making executive compensation decisions. If it considers it appropriate to do so, the Committee may confer with other members of management or the Committee’s compensation consultant in connection with year-end performance reviews, the determination of compensation for the completed year, and compensation decisions for the upcoming year. The Committee assessed 2025 individual performance based primarily upon input from Mr. Limongelli, as well as observations by members of the Committee and input from other Board members.

  20. Elements of Compensation

    Elements of Compensation The principal components of our executive compensation program are base salary, annual cash incentive compensation and long-term incentive compensation. When appropriate, we also use discretionary cash bonuses and sign-on awards in the form of either cash bonuses or equity awards, as further described in the table below.

  21. Elements of Compensation

    | Compensation Element | Description | Cash / Equity | Used in 2025? | | Base Salary | Fixed annual cash pay based on scope of responsibilities and individual performance | Cash | Yes | | Annual Cash Incentive | Annual cash incentive payment tied to achievement of designated annual targets | Cash | Yes | | Long-Term Incentive—Restricted Stock Units (“RSUs”) | Time-based stock award that encourages and rewards continued service over a three-year period | Equity | Yes | | Long-Term Incentive—Performance-Based Restricted Stock Units (“PSUs”) | Performance-based stock award that is earned based on achievement of one-year financial targets and vests over a three-year period, which encourages and rewards financial performance and continued service | Equity | Yes | | Discretionary Cash Bonus | Periodic cash bonuses awarded in the discretion of the Committee to recognize specific accomplishments or in other special circumstances | Cash | Yes | | Sign-On Awards (Cash Bonus or Restricted Stock Units) | Periodically used to incentivize a new hire candidate to accept our offer of employment, including when the executive would need to forfeit a bonus or other incentive compensation from his or her prior employer in order to join us | Either Cash or Equity | No |

  22. Base Salary

    Base Salary Base salary is the fixed element of the NEOs’ annual cash compensation. The value of base salary recognizes the executive’s experience, scope of responsibilities, capabilities and the market value of those capabilities. Mr. Limongelli’s base salary for his current position of President and CEO was originally determined when he assumed that role in July 2024, primarily based on Peer Group benchmarking data and the salary of the Company’s previous CEO. The Committee did not increase Mr. Limongelli's salary for 2025 because when NEO salary increase decisions were made, he had been in his current role with the Company for less than a full year. In April 2025, the Committee approved increases of approximately 3.4% to the base salaries for each of Mr. Martell and Ms. Mataac, with such increases to be effective April 1, 2025. The Committee considered Mr. Limongelli's recommendations, Company performance during 2024, and cost-of-living adjustments in determining these increases. Mr. Jain joined OneSpan in the second half of December 2024. In determining Mr. Jain's original base salary, the Committee considered the following factors: the strategic importance of the Chief Technology Officer position to the Company; Mr. Jain's significant experience in digital identity and security and his widely recognized status as an industry expert in digital identity; Mr. Jain's compensation at prior employers; peer group data; and Mr. Limongelli's recommendations. The Committee did not increase Mr. Jain's salary for 2025 because he had just recently joined the Company.

  23. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation All four NEOs were eligible to receive cash incentive payment under the Company’s 2025 annual cash incentive program, the 2025 Management Incentive Program (the "2025 MIP"). The annual cash incentive opportunity under the 2025 MIP is based on a percentage of the participating NEO's base salary (the “Target MIP Opportunity”). The Target MIP Opportunity for each NEO was established as part of his or her initial compensation upon joining the Company in his or her current role, based on substantially the same factors used to determine initial NEO base salaries described above. The table below shows the 2025 Target MIP Opportunity for each NEO and the corresponding percentage of base salary, as well as the 2025 MIP payments that each of them actually earned. An explanation of how the 2025 MIP payments were determined follows the table.

  24. Annual Cash Incentive Compensation

    | Name and Principal Position | 2025 Target MIP Opportunity | | Target % of Base Salary | Payout Actually Earned under MIP | | Total Payout as % of Target | | Victor Limongelli President and Chief Executive Officer | | 600,000 | 100% | | 150,000 | 25% | | Jorge Martell Chief Financial Officer | | 279,578 | 65% | | 69,895 | 25% | | Lara Mataac General Counsel | | 182,550 | 50% | | 45,638 | 25% | | Ashish Jain Chief Technology Officer | | 225,000 | 50% | | 168,750 | 75% |

  25. Annual Cash Incentive Compensation

    The payout for Mr. Jain under the 2025 MIP was based on his employment agreement, which provided, for 2025 only, a minimum MIP payout of 75% of his Target MIP Opportunity (the "2025 Minimum Payout Amount"). This minimum payout provision does not apply to 2026 or any future years of Mr. Jain's employment, and was provided to Mr. Jain in connection with his hiring in December 2024 as an inducement for him to join the Company. Payouts for Mr. Limongelli, Mr. Martell and Ms. Mataac under the 2025 MIP were determined based on the Company’s achievement level against financial metrics approved by the Committee and shown in the tables below. For each financial metric, the Committee set the following achievement levels: a minimum or “threshold” level; a target level; and a maximum or “stretch” level. The metrics and the associated weightings, achievement and payout levels were selected by the Committee based on OneSpan’s 2025 budget, and were intended to incentivize the executive team to achieve the Company's revenue growth objectives while also maintaining strong profitability levels. The minimum/threshold achievement level was intended to represent the minimum achievement necessary to trigger a payout, and to be straightforward to achieve; the target level was intended to be achievable through solid execution; and the maximum/stretch level was intended to be attainable but challenging. The Committee set a relatively higher minimum/threshold level and a lower maximum payout for the 2025 Adjusted EBITDA metric as compared to the Total Revenue metric because 2025 Adjusted EBITDA was more controllable by the Company (e.g., through adjustments to spending) than Total Revenue, and because Total Revenue was comparatively more important for 2025, given that the Company had already made significant progress on improving profitability.

  26. 2025 MIP Metrics

    2025 MIP Metrics

  27. 2025 MIP Metrics

    | Achievement Level | Financial Metrics | | | | | | Total Revenue (1) (Weighted 75%) | Potential Payouts as a percentage of Target MIP Opportunity | 2025 Adjusted EBITDA (2)(Weighted 25%) | Potential Payouts as a percentage of Target MIP Opportunity | | Minimum | $246 million | 50% | $76 million | 90% | | Target | $250 million | 100% | $78 million | 100% | | Maximum | $255 million | 150% | $83 million | 125% |

  28. 2025 MIP Metrics

    (1) 2025 Total Revenue is defined as the Company’s total publicly reported revenue for 2025. (2) 2025 Adjusted EBITDA is defined as the Company’s 2025 EBITDA (earnings before interest, taxes, depreciation and amortization) excluding all stock-based compensation costs, severance costs (including related termination costs such as legal fees), and capitalized software costs (i.e., adding back those costs to EBITDA). The definition of 2025 Adjusted EBITDA differs slightly from the definition of Adjusted EBITDA the Company uses for financial reporting purposes. Please see Appendix A for a reconciliation of 2025 Adjusted EBITDA, as used in the Company's executive compensation program, to GAAP net income.

  29. 2025 MIP Metrics - Actual Attainment and Payouts

    2025 MIP Metrics - Actual Attainment and Payouts In February 2026, the Committee determined the Company’s achievement levels against the financial metrics described above. The Company did not achieve the minimum level necessary for a payout with respect to the Total Revenue metric, and achieved the 2025 Adjusted EBITDA metric at the target level, resulting in a weighted payout percentage of 25%. The table that follows shows the actual results for each metric, the actual payout as a percentage of the target achievement level, the weighting given to the metric and the final weighted payout percentage.

  30. 2025 MIP Metrics - Actual Attainment and Payouts

    | Metric | Actual Results | Actual Payout as a Percentage of Target | Weighting | Final Weighted Payout as a Percentage of Target | | Total Revenue | $243 million | —% | 75% | —% | | Adjusted EBITDA | $78 million | 100% | 25% | 25% | | Combined | | | | 25% |

  31. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation awards for 2025 were granted pursuant to our 2019 Plan. Our long-term incentive awards are designed to align the interests of our executives, key employees and others with our success and with other stockholders generally. The Committee believes these incentives promote a long-term perspective that is important to the continued success of our business. Our long-term incentive program for NEOs generally consists of a combination of performance-based equity awards that are earned based on achievement of specified Company financial performance metrics and time-based equity awards that vest based on continuing service. Awards granted to newly hired executives are sometimes structured differently and/or have a relatively higher total grant date value than our recurring annual long-term incentive awards. These differences reflect the need to attract experienced executives by providing them with additional incentives to join OneSpan, replace amounts forfeited at prior employers, and motivate them to create value for our shareholders. The following table summarizes the long-term incentive awards granted to our NEOs in 2025:

  32. Long-Term Incentive Compensation

    | Name and Principal Position | 2025 LTIP Total Grant Date Value ($)(1) | | 2025 LTIP – Time-Based RSU (#) (2) | 2025 LTIP PSUs at Target (#)(3) | 2025 LTIP PSUs Actually Earned (#)(4) | | Victor Limongelli President and Chief Executive Officer | | 2,500,000 | 37,788 | 113,362 | 42,511 | | Jorge Martell Chief Financial Officer | | 700,000 | 10,581 | 31,742 | 11,903 | | Lara Mataac General Counsel | | 475,000 | 7,180 | 21,539 | 8,077 | | Ashish Jain Chief Technology Officer | | 1,397,999 | (5) | 85,140 | 31,928 |

  33. Long-Term Incentive Compensation

    | (1) The amounts reflected represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation and are based on the probable outcome of the performance conditions with respect to PSUs. Please see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for more information about our share-based compensation. | | (2) These time-based awards vest on the Company's standard time-based RSU vesting schedule: three years, with one-third vesting on the first anniversary of the grant date and the remainder vesting in equal installments every six months thereafter, provided that the applicable NEO remains employed by the Company on each vesting date. | | (3) Any earned shares under the PSU awards vest as to one-third of the underlying shares on the later of (i) the date the Committee determines the Company's achievement against the 2025 financial metrics (which occurred on February 17, 2026) and (ii) March 4, 2026, and as to an additional one-third on each of December 31, 2026 and December 31, 2027, in each case provided that the applicable NEO remains employed by the Company on those vesting dates. | | (4) Reflects a 37.5% achievement level under the 2025 PSU financial metrics, as further discussed below. | | (5) Does not include Mr. Jain’s New Hire RSU (as defined below), which was granted on December 16, 2024. The New Hire RSU had a total grant date value of $550,004 and consisted of 28,380 RSUs, which vest on the Company's standard time-based RSU vesting schedule. |

  34. 2025 LTIP PSUs - Victor Limongelli, Jorge Martell and Lara Mataac

    2025 LTIP PSUs - Victor Limongelli, Jorge Martell and Lara Mataac On March 4, 2025, the Committee granted the following 2025 LTIP awards for a total of 151,150, 42,323 and 28,719 shares (assuming the target level of performance under the PSU component) to Mr. Limongelli, Mr. Martell and Ms. Mataac, respectively, consisting of 75% in PSUs and 25% in time-based RSUs. In determining the value and composition of the equity grants to Mr. Limongelli, Mr. Martell and Ms. Mataac, the Committee considered the following factors: the performance of the Company in 2024; observations of Committee members and other Board members; Peer Group data; with respect to Mr. Limongelli, the equity provisions of Mr. Limongelli's employment agreement with the Company; and with respect to Mr. Martell and Ms. Mataac, input from Mr. Limongelli.

  35. 2025 LTIP PSUs - Ashish Jain

    2025 LTIP PSUs - Ashish Jain In connection with Mr. Jain’s hire as OneSpan’s Chief Technology Officer on December 16, 2024, the Committee approved the grant to Mr. Jain of equity awards with an approximate value of $2.2 million based on the closing price of the Common Stock on that date, consisting of 75% in PSUs (85,140 shares at target level) and 25% in RSUs (28,380 shares). Mr. Jain’s new hire RSU award (the "New Hire RSU"), which vests on the Company's standard vesting schedule, was granted to him on his start date of December 16, 2024. However, his new hire PSU award (the "New Hire PSU") was to be earned based upon the Company’s achievement of 2025 financial metrics, which were not determined by the Committee until February 2025 and not communicated to Mr. Jain until March 3, 2025. As a result, his New Hire PSU was considered to be granted on March 3, 2025, although as provided in his employment agreement, the number of shares subject to the New Hire PSU was based on the closing price of our Common Stock on December 16, 2024. In determining the value and composition of Mr. Jain's new hire awards, the Committee considered the following factors: the strategic importance of the Chief Technology Officer position to the Company; Mr. Jain’s significant experience in digital identity and security and his widely recognized status as an industry expert in digital identity; Mr. Jain’s compensation at prior employers; peer group data; and Mr. Limongelli’s recommendations.

  36. 2025 LTIP PSU Metrics

    2025 LTIP PSU Metrics The 2025 PSUs were to be earned based on the Company's achievement of the following financial performance metrics, weighted and defined as follows:

  37. 2025 LTIP PSU Metrics

    | Metric and Weighting | Target | % Earned PSUs | Metric Definition | | 2025 FX Product Revenue (25%) | | | 2025 GAAP* revenue attributable to Digipass FX product sales | | Target | $4 million | 100% | | | Maximum | $8 million | 150% | | | 2025 NA Security Revenue (25%) | | | 2025 GAAP revenue attributable to North America Cybersecurity segment sales | | Target | $6 million | 100% | | | Maximum | $10 million | 150% | | | Company-Wide Revenue (25%) | | | 2025 total publicly reported GAAP revenue | | Target | $250 million | 100% | | | Rule of 40 Attainment (25%) | | | 2025 Adjusted EBITDA margin (defined as 2025 Adjusted EBITDA as a percentage of Company-Wide Revenue) plus the Company’s year-over-year percentage growth in Company-Wide Revenue as compared to the Company’s total 2024 publicly reported GAAP revenue | | Target | 33% | 100% | |

  38. 2025 LTIP PSU Metrics

    *U.S. Generally Accepted Accounting Principles The Committee selected the first three metrics listed above to incentivize achievement of the Company's revenue growth objectives through specific product and territory revenue objectives as well as overall revenue growth. The fourth metric shown above, Rule of 40 Attainment, reflects the Company's goal of attaining the "Rule of 40", meaning that the sum of its 2025 Adjusted EBITDA margin, as defined above, and its year-over-year total revenue growth is equal to 40%. The inclusion of Rule of 40 Attainment, which is a widely used financial health benchmark for SaaS companies, was intended to incentivize achievement of revenue growth while maintaining strong profitability levels. The “2025 FX Product Revenue” and “2025 NA Security Revenue” metrics featured a target achievement level and a maximum achievement level, with linear interpolation between the two achievement levels. The “Company-Wide Revenue” and “Rule of 40 Attainment” metrics had a single target achievement level, whereby no PSUs would be earned for actual achievement below the target level, and no more than the target number of RSUs would be earned for actual achievement at or above the target level. The Committee intended the target levels for these metrics to be achievable through solid execution, and for the maximum/stretch level to be attainable but challenging. In February 2026, the Committee determined the Company’s achievement levels against the 2025 LTIP financial metrics described above. The Company fell below the target achievement level for 2025 FX Product Revenue, Company-Wide Revenue and Rule of 40 Attainment, and therefore the NEOs did not earn any PSUs based upon these three metrics. However, the Company recorded $22.1 million in 2025 NA Security Revenue, exceeding the $10 million maximum and corresponding to a 150% earned PSU payout with respect to that metric. The 150% payout was then multiplied by the metric weighting of 25% for a total achievement level of 37.5%, resulting in an earned PSU payout of 42,511 shares, 11,093 shares, 8,077 shares and 31,928 shares for Mr. Limongelli, Mr. Martell, Ms. Mataac and Mr. Jain, respectively. These earned PSUs vested as to one-third of the underlying shares in early March 2026, and will vest as to an additional one-third on each of December 31, 2026 and December 31, 2027, in each case provided that the applicable NEO remains employed by the Company as of those vesting dates.

  39. Partial Vesting of Special PSU Grant - Victor Limongelli

    Partial Vesting of Special PSU Grant - Victor Limongelli On July 31, 2024, in connection with his appointment to the position of CEO and President, Mr. Limongelli was awarded the Special PSU Grant, a performance-based RSU grant for a target amount of 300,000 performance-based RSUs. The Special PSU Grant vests upon the achievement of both a performance-based condition and a continued service condition. One-third of the Special PSU Grant will satisfy the performance-based vesting condition upon certification by the Committee of the achievement of a Price Goal of $18.00, one-third upon certification by the Committee of the achievement of a Price Goal of $20.00, and one-third upon certification by the Committee of the achievement of a Price Goal of $22.00, in each case during the period commencing on July 31, 2024 and ending on July 31, 2028 (the “Performance Period”). A “Price Goal” shall mean a 45-Day VWAP of a share of the Company’s common stock that equals or exceeds $18.00, $20.00, or $22.00, as the case may be. “45-Day VWAP” for this purpose means, as of any Trading Day, the volume-weighted average price of a share of Company common stock for the 45 consecutive Trading Days ending on and including such date. A “Trading Day” is a day on which shares of the Company’s common stock are traded on the Nasdaq Capital Market. Please see "Potential Payments upon Termination or Change in Control" for additional information about the Special PSU Grant. The Committee certified the achievement of the $18.00 Price Goal on January 7, 2025, and Mr. Limongelli satisfied the continued service condition on July 31, 2025 (the first anniversary of his appointment as CEO and President), resulting in 100,000 shares from the Special PSU Grant vesting on that date.

  40. Cash Bonuses

    Cash Bonuses In February 2026, the Committee awarded Mr. Limongelli a discretionary bonus of $175,000 in recognition of the Company's progress during 2025 in establishing a foundation for the Company's future growth while continuing to operate profitably, including: the hiring of Mr. Jain as Chief Technology Officer in December 2024; the acquisition of Nok Nok Labs in June 2025; a strategic investment in ThreatFabric in October 2025; the hiring of a Chief Revenue Officer, Shaun Bierweiler, in December 2025; and the entry into a definitive agreement for the acquisition of Build38. The Committee also awarded Mr. Martell and Ms. Mataac a discretionary bonus of $83,000 and $60,000, respectively, in recognition of their efforts in completing the Nok Nok Labs acquisition, the Build38 acquisition, and the ThreatFabric strategic investment, as well as establishing the Company's $100 million credit facility in June 2025.

  41. Additional Compensation Elements

    Additional Compensation Elements Other Benefits Our NEOs participate in our corporate-wide benefit programs. Our NEOs are offered benefits that are commensurate with the benefits provided to all of our full-time employees, including participation in our 401(k) plan and medical and dental benefits. During 2025, we did not provide our NEOs with nonqualified retirement programs or perquisites. Change in Control and Severance Benefits The Committee believes the severance and change in control benefits we provide to our NEOs are comparable with those benefits offered by our competitors and necessary to attract and retain a talented executive team. The NEOs’ possible severance and change in control benefits are described below under “Potential Payments Upon Termination or Change in Control.”

  42. 2026 Developments

    2026 Developments In February 2026, the Committee approved a revised peer group, the 2026 Peer Group, for use in making decision concerning executive compensation for 2026. Although the 2026 Peer Group was not considered for purposes of making the 2025 NEO compensation decisions discussed in this proxy statement, it was used to benchmark the Company's equity overhang and burn rates discussed in Proposal 3. The 2026 Peer Group shown below reflects the following key changes from the Peer Group: the addition of eight companies to increase the representation of SaaS and other software companies and the removal of five hardware-focused companies, in light of the fact that OneSpan's revenue is now approximately 80% software-based; the removal of two companies that are significantly smaller than OneSpan; and the removal of five peers who have been acquired.

  43. 2026 Developments

    | 2026 Peer Group (16 companies) | | | A10 Networks Agilysys Arlo Technologies Asure Software Consensus Cloud Solutions CS Disco Domo Mitek Systems | N-able Ooma PowerFleet Radware Rapid7 Telos Viant Weave Communications |

  44. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table provides selected information concerning compensation during the fiscal years ended December 31, 2025, 2024 and 2023 for services in all capacities to OneSpan by the NEOs.

  45. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | | Salary (1) | Bonus (2) | Stock Awards (3) | Non-Equity Incentive Plan Compensation (4) | All Other Compensation (5) | Total | | Victor Limongelli | | | | | | | | | President and Chief Executive Officer | 2025 | $600,000 | $175,000 | $2,500,021 | $150,000 | $202,025 | $3,627,046 | | | 2024 | $764,615 | $625,000 | $5,161,000 | $553,350 | $12,855 | $7,116,820 | | Jorge Martell | | | | | | | | | Chief Financial Officer | 2025 | $426,620 | $83,000 | $700,022 | $69,895 | $35,379 | $1,314,916 | | | 2024 | $415,090 | $75,000 | $340,775 | $277,721 | $849 | $1,109,435 | | | 2023 | $403,862 | $— | $1,000,010 | $3,000 | $804 | $1,407,676 | | Lara Mataac | | | | | | | | | General Counsel | 2025 | $362,100 | $60,000 | $475,012 | $45,638 | $34,584 | $977,334 | | | 2024 | $353,100 | $75,000 | $340,775 | $182,730 | $11,170 | $962,775 | | | 2023 | $342,779 | $— | $600,003 | $15,000 | $10,716 | $968,498 | | Ashish Jain | | | | | | | | | Chief Technology Officer | 2025 | $450,000 | $112,500 | $1,397,999(6) | $56,250 | $36,919 | $2,053,668 | | | 2024 | $18,750 | $— | $550,004(7) | $— | $— | $568,754 |

  46. 2025 SUMMARY COMPENSATION TABLE

    | (1) Salary represents base salary earned in the fiscal year indicated. | | | (2) 2025 bonuses reported for all NEOs other than Mr. Jain represent discretionary bonuses earned for work performed in the fiscal year ended December 31, 2025, as described above in “Compensation Discussion and Analysis - Discretionary Cash Bonuses.” For Mr. Jain, the amount represents the difference between the 2025 Minimum Payout Amount required by his employment agreement and the 25% payout resulting from the Company's actual achievement under the 2025 MIP. Please see "Compensation Discussion and Analysis - Annual Cash Incentive Compensation" for more information on the 2025 Minimum Payout Amount. | | | (3) The amounts reflected represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”) and are based on the probable outcome of the performance conditions with respect to PSUs other than Mr. Limongelli's 2024 Special PSU Grant (which is subject to market-based conditions and based on a Monte Carlo valuation). Please see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for more information about our share-based compensation, and "Potential Payments Upon Termination or Change in Control" below for additional information about the Special PSU Grant. Assuming the highest level of performance had been considered probable for the PSUs granted to Mr. Limongelli, Mr. Martell, Ms. Mataac and Mr. Jain in 2025, the grant date fair value of the equity awards shown would have been $2,968,765, $831,267, $564,064 and $1,747,482, respectively. | | | (4) Amounts reported in this column for 2025 represent annual cash incentive payments earned under the 2025 MIP with respect to the fiscal year ended December 31, 2025, as described above in “Compensation Discussion and Analysis - Annual Cash Incentive Compensation.” | | | (5) The NEOs’ “All Other Compensation” for 2025 consisted of: | | | • | Mr. Limongelli: $188,908 in dividend equivalents accrued on unvested shares; Company matching 401(k) contributions of $12,250; and $867 in imputed income from life insurance premium payments made by the Company. | | • | Mr. Martell: $34,512 in dividend equivalents accrued on unvested shares and $867 in imputed income from life insurance premium payments made by the Company. | | • | Ms. Mataac: $21,467 in dividend equivalents accrued on unvested shares; Company matching 401(k) contributions of $12,250; and $867 in imputed income from life insurance premium payments made by the Company. | | • | Mr. Jain: $25,116 in dividend equivalents accrued on unvested shares; Company matching 401(k) contributions of $10,936; and $867 in imputed income from life insurance premium payments made by the Company. | | (6) Represents Mr. Jain's New Hire PSU. Please see "Compensation Discussion and Analysis - Long Term Incentive Compensation" for further information on the New Hire PSU and New Hire RSU. | | | (7) Represents Mr. Jain's New Hire RSU. | |

  47. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS The following table sets forth all plan-based awards granted to the NEOs during 2025.

  48. 2025 GRANTS OF PLAN-BASED AWARDS

    | | | Possible Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | | Possible Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name (3) | Grant Date | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Units (#)(3) | Grant Date Fair Value of Stock Units (4) | | Victor Limongelli | — | | 360,000 | | 600,000 | | 862,500 | | | | — | — | | | 3/4/25 | — | | — | | — | | 113,362 | 113,362 | 141,702 | — | $1,875,007 | | | 3/4/25 | — | | — | | — | | — | — | — | 37,788 | $625,014 | | Jorge Martell | | | | | | | | | | | | | | | — | | 167,747 | | 279,578 | | 401,893 | — | — | — | — | — | | | 3/4/25 | — | | — | | — | | 31,742 | 31,742 | 39,677 | — | $525,013 | | | 3/4/25 | — | | — | | — | | — | — | — | 10,581 | $175,010 | | Lara Mataac | | | | | | | | | | | | | | | — | | 109,530 | | 182,550 | | 262,416 | — | — | — | — | — | | | 3/4/25 | — | | — | | — | | 21,539 | 21,539 | 26,923 | — | $356,255 | | | 3/4/25 | — | | — | | — | | — | — | — | 7,180 | $118,757 | | Ashish Jain | | | | | | | | | | | | | | | | | 168,750 | | 225,000 | | 323,438 | — | — | — | — | — | | | 3/3/25 | — | | — | | — | | 85,140 | 85,140 | 106,424 | — | $1,397,999 |

  49. 2025 GRANTS OF PLAN-BASED AWARDS

    | (1) Represents the threshold, target and maximum award amounts that could have been paid out as cash incentive awards under the 2025 MIP upon achievement of designated achievement levels for the year. The 2025 MIP target award amounts for the NEOs are based on percentages of their base salary as set forth in their respective employment agreements, which percentages are 100%, 65%, 50%, and 50% for Mr. Limongelli, Mr. Martell, Ms. Mataac and Mr. Jain, respectively. Additional information regarding the 2025 MIP is provided above in “Compensation Discussion and Analysis - Annual Cash Incentive Compensation.” For Mr. Jain, the threshold amount shown represents the 2025 Minimum Payout Amount required by his employment agreement. Please see "Compensation Discussion and Analysis - Annual Cash Incentive Compensation" for more information on the 2025 Minimum Payout Amount. | | (2) Figures shown represent the threshold, target and maximum numbers of shares that could have been earned pursuant to each NEO's 2025 PSU grants. Since there were only two achievement levels for these grants, the threshold and target levels were the same. Additional information regarding the 2025 PSU grants to the NEOs is provided above in “Compensation Discussion and Analysis” in the “Long-Term Incentive Compensation” section. | | (3) Represents RSU grants that vest over three years, with one-third of the underlying shares vesting on the one-year anniversary of the grant date and the remainder vesting in equal installments every six months thereafter, subject to the NEO’s continued employment through each applicable vesting date. The grant date fair value is computed in accordance with FASB ASC Topic 718 and reflects the value of the RSUs on the date the award was granted. Please see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for more information about our share-based compensation. | | (4) The amounts reflected represent the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718 and are based on the probable outcome of the performance conditions with respect to PSUs. Please see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for more information about our share-based compensation. Assuming the highest level of performance had been considered probable for the PSUs granted to the NEOs in 2025, the grant date fair value of the equity awards shown for Mr. Limongelli, Mr. Martell, Ms. Mataac and Mr. Jain would have been $2,968,765, $831,267, $564,064 and $1,747,482, respectively. |

  50. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table sets forth the aggregate number of outstanding equity awards held by the NEOs as of December 31, 2025.

  51. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | | | Number of Shares That Have Not Vested | | Market Value of Shares That Have Not Vested | | Stock Awards Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested | | | Name | Grant Date | (#) | | ($)(1) | | (#) | ($)(1) | | | Victor Limongelli | | | | | | | | | | | 3/4/2025(2) | 37,788 | | | 485,198 | — | | — | | | 3/4/2025(4) | — | | | — | 141,702 | | 1,819,454 | | | 7/31/2024(2) | 66,667 | | | 856,004 | — | | — | | | 7/31/2024(3) | — | | | — | 100,000 | | 1,284,000 | | Jorge Martell | | | | | | | | | | | 3/4/2025(2) | 10,581 | | | 135,860 | — | | — | | | 3/4/2025(4) | — | | | — | — | | — | | | 5/14/2024(2) | 3,398 | | | 43,630 | 39,677 | | 509,453 | | | 5/14/2024(5) | 8,491 | | | 109,024 | — | | — | | | 2/23/2023(2) | 3,038 | D | | 39,008 | — | | — | | | 9/6/2022(6) | 6,110 | F | | 78,452 | — | | — | | Lara Mataac | | | | | | | | | | | 3/4/2025(2) | 7,180 | | | 92,191 | — | | — | | | 3/4/2025(4) | — | | | — | 26,923 | | 345,691 | | | 5/14/2024(2) | 3,398 | | | 43,630 | — | | — | | | 5/14/2024(5) | 8,491 | | | 109,024 | — | | — | | | 2/23/2023(2) | 1,823 | | | 23,407 | — | | — | | Ashish Jain (6) | | | | | | | | | | | 3/3/2025(4) | — | | | — | 106,424 | | 1,366,484 | | | 12/16/2024(2) | 18,924 | | | 242,984 | — | | — |

  52. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | (1) Market value calculated based on $12.84 per share, which was the closing price of our Common Stock on the Nasdaq Capital Market on December 31, 2025. | | (2) RSUs vest over a three-year period, with one-third of the underlying shares vesting on the one-year anniversary of the grant date and the remainder vesting in equal installments every six months thereafter, subject to the NEO’s continued employment through each applicable vesting date. | | (3) PSUs are earned and vest upon achievement of stock price targets (Price Goals) for the Performance Period of the Special PSU Grant (as defined in "Potential Payments Upon Termination or Change in Control"), as well as a time-based vesting condition. Since the $18 Price Goal and the time-based vesting condition were met during 2025, the amounts reported with respect to this award are based on achieving the next Price Goal of $20 per share, which is now the threshold for additional shares to be earned under the Special PSU Grant. | | (4) Represents shares underlying PSUs that were to be earned based on the achievement of financial targets for 2025. One-third of these earned shares vested on the one-year anniversary of the grant date and an additional one-third will vest on each December 31, 2026 and December 31, 2027, subject to the NEO's continued employment through that date. In accordance with the SEC’s executive compensation disclosure rules, the amounts reported with respect to this award are based on achieving maximum performance, since the Company exceeded the target performance level for the metrics for its 2024 PSUs. However, actual achievement under the 2025 PSUs was only 37.5% of target, as discussed above in "Compensation Discussion and Analysis - Long Term Incentive Compensation. | | (5) Represents shares underlying PSUs that were earned based on the achievement of financial targets for 2024. One-third of these earned shares vested on the one-year anniversary of the grant date and an additional one-third vested on December 31, 2025, with the remaining one-third to vest on December 31, 2026, subject to the NEO's continued employment through that date. | | (6) RSUs vest over a four-year period, with one-fourth of the underlying shares vesting on each anniversary of the grant date, subject to the NEO's continued employment through each applicable vesting date. |

  53. 2025 STOCK VESTED

    2025 STOCK VESTED The following table sets forth NEO stock awards that vested in the year ended December 31, 2025.

  54. 2025 STOCK VESTED

    | | Stock Awards | | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | | Victor Limongelli | 133,333(1) | | 1,966,662 | | Jorge Martell | 58,624 | | 885,434 | | Lara Mataac | 32,038 | | 469,465 | | Ashish Jain | 9,456 | | 121,131 |

  55. 2025 STOCK VESTED

    (1) Includes 100,000 shares earned under the Special PSU Grant due to attainment of the $18 Price Goal and the satisfaction of the continued service condition. Please see "Potential Payments Upon Termination or Change in Control" for additional information on the Special PSU Grant.

  56. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Messrs. Limongelli, Martell and Jain and Ms. Mataac are party to employment agreements with OneSpan that govern the terms of their employment and severance benefits.

  57. Victor Limongelli

    | • | “Cause” means that (i) Mr. Limongelli materially breaches his obligations under the Employment Agreement, OneSpan’s Code of Conduct and Ethics or an established policy of the Company, and such breach continues after he has been given written notice by the Company that specifies such breach and a period of ten days to cure it, to the extent it is curable; (ii) he engages in conduct prohibited by law (other than minor violations), commits an act of dishonesty, fraud or serious or willful misconduct in connection with his job duties that, in the reasonable judgment of the Company, could injure the integrity, character or reputation of the Company; (iii) he fails or refuses to perform, or habitually neglects, his duties and responsibilities under the Employment Agreement (other than on account of disability) and continues such failure, refusal or neglect after having been given written notice by the Company that specifies what duties he failed to perform and an opportunity to cure of ten days; (iv) he uses or discloses confidential information or trade secrets other than in the furtherance of the Company’s business interests, or commits another violation of a fiduciary duty to the Company; or (v) he fails to reasonably cooperate with any audit or investigation involving the Company or its business practices after having been given written notice by the Company that specifies his failure to cooperate and an opportunity to cure of five days. |

  58. Victor Limongelli

    | • | “Good Reason” means: (i) the Company’s material breach of any of its material obligations under the Employment Agreement; (ii) a reduction in Mr. Limongelli's base salary below the base salary in effect during the immediately preceding year, unless such reduction is commensurate with and part of a general salary reduction program applicable to all senior executives of the Company (not to exceed 20%) or agreed to in writing by Mr. Limongelli; (iii) a requirement that Mr. Limongelli relocate his primary place of work by more than 30 miles; or (iv) any material diminution of Mr. Limongelli’s title, reporting structure, authority, duties or responsibilities. |

  59. Victor Limongelli

    | • | “Change in Control” under the Employment Agreement and our 2019 Plan generally means the occurrence of any of the following events: (i) certain acquisitions of beneficial ownership of more than 40% of either (x) the then outstanding shares of our Common Stock or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; (ii) certain changes in the majority composition of our Board within any period of 12 consecutive months; (iii) the consummation of certain reorganizations or consolidations of the Company or the sale or other disposition of all or substantially all of the assets of the Company and its direct and indirect subsidiaries taken as a whole; or (iv) the approval by the stockholders of the Company of certain liquidations or dissolutions of the Company. |

  60. Victor Limongelli

    | • | “Company Transaction” under the Employment Agreement and our 2019 Plan generally means the consummation of a reorganization, merger or consolidation of the Company, or the sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole, to a person or persons who are not related persons of the Company, except for: (i) a transaction where the Company’s stockholders immediately prior to the transaction continue to hold a majority of the Company’s voting securities after the transaction, in substantially the same proportions as prior to the transaction; or (ii) where members of the Company’s board of directors immediately prior to the transaction constitute a least a majority of the board of directors of the entity resulting from the transaction. |

  61. Jorge Martell, Lara Mataac and Ashish Jain

    Jorge Martell, Lara Mataac and Ashish Jain Mr. Martell, Ms. Mataac and Mr. Jain are parties to employment agreements with the Company effective September 6, 2022 June 13, 2022, and December 16, 2024, respectively. These employment agreements have the same or substantially the same severance terms, release condition, post-termination restrictions, definition of Cause and definition of Change in Control as Mr. Limongelli's Employment Agreement, except that with respect to severance in the event of a termination without Cause or for Good Reason, (i) Mr. Martell would only receive his full annual cash incentive target payment if his termination occurred within 18 months following a Change in Control, and otherwise would receive a prorated payment at target based upon the timing of his termination, and (ii) Ms. Mataac and Mr. Jain would receive a prorated payment at target based on the timing of her or his termination, rather than the full target amount, regardless of whether the termination took place in connection with a Change in Control. The definition of “Change in Control” in the employment agreements for Messrs. Martell and Jain and Ms. Mataac is the same as, and the definition of “Cause” is substantially similar to, the equivalent definition in Mr. Limongelli’s Employment Agreement. “Good Reason” under the employment agreements for Messrs. Martell and Jain and Ms. Mataac means:

  62. Jorge Martell, Lara Mataac and Ashish Jain

    | • | Any material diminution of the NEO’s authority, duties or responsibilities (provided that a diminution in connection with a change in control that results in the NEO having authority, duties, or responsibilities with respect to the business represented by the Company that are reasonably comparable to those in effect before the change in control shall not be treated as good reason). |

  63. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The table below shows the potential payments and benefits to which each of Mr. Limongelli, Mr. Martell, Ms.Mataac and Mr. Jain would have been entitled if the following events had occurred on December 31, 2025:

  64. Potential Payments Upon Termination or Change in Control Table

    | • | termination of the NEO's employment by the Company without cause or by the NEO for good reason, in either case without a change in control; | | • | termination of the NEO's employment by the Company without cause or by the NEO for good reason, in either case within 18 months following a change in control; and | | • | a termination of the NEO's employment due to death or disability. |

  65. Potential Payments Upon Termination or Change in Control Table

    For purposes of the table, “cause”, “change in control”, “company transaction” and “good reason” have the meanings given to them in the employment agreement between the Company and the applicable NEO, as described above. The amounts in the table do not include payments and benefits to the extent that they are provided on a nondiscriminatory basis to full-time salaried employees generally upon termination of employment. Such payments and benefits include accrued salary and vacation pay and distributions of plan balances under the Company’s 401(k) plan.

  66. Potential Payments Upon Termination or Change in Control Table

    | Name and Principal Position | Termination by Company without Cause or by NEO for Good Reason, without a Change in Control | | Termination by Company without Cause or by NEO for Good Reason, following a Change in Control | | Termination due to Death or Disability (7) | | | Victor Limongelli | | | | | | | | President and Chief Executive Officer | | | | | | | | Base salary (1) | | 600,000 | | 600,000 | | | | Annual cash incentive payment (2) | | 600,000 | | 600,000 | | | | COBRA premium payments (3) | | 27,537 | | 27,537 | | | | RSUs and earned PSUs(4) | | — | | 1,341,202 | | 1,341,202 | | Unearned portion of Special PSU Grant (5) | | — | | — | | — | | 2025 PSUs (6) | | — | | 1,819,454 | | 1,819,454 | | Total | | 1,227,537 | | 4,388,193 | | 3,160,656 | | Jorge Martell | | | | | | | | Chief Financial Officer | | | | | | | | Base salary (1) | | 430,120 | | 430,120 | | — | | Annual cash incentive payment (2) | | 279,578 | | 279,578 | | — | | COBRA premium payments (3) | | — | | — | | — | | RSUs and earned PSUs (4) | | — | | 405,975 | | 405,975 | | 2025 PSUs (6) | | — | | 509,453 | | 509,453 | | Total | | 709,698 | | 1,625,126 | | 915,428 | | Lara Mataac | | | | | | | | General Counsel | | | | | | | | Base salary (1) | | 365,100 | | 365,100 | | — | | Annual cash incentive payment (2) | | 182,550 | | 182,550 | | — | | COBRA premium payments (3) | | 35,802 | | 35,802 | | — | | RSUs and earned PSUs (4) | | — | | 268,253 | | 268,253 | | 2025 PSUs (6) | | — | | 345,691 | | 345,691 | | Total | | 583,452 | | 1,197,396 | | 613,944 | | Ashish Jain | | | | | | | | Chief Technology Officer | | | | | | | | Base salary (1) | | 450,000 | | 450,000 | | — | | Annual cash incentive payment (2) | | 225,000 | | 225,000 | | — | | COBRA premium payments (3) | | 27,537 | | 27,537 | | — | | RSUs (4) | | — | | 242,984 | | 242,984 | | 2025 PSUs (6) | | — | | 1,366,484 | | 1,366,484 | | Total | | 702,537 | | 2,312,005 | | 1,609,468 |

  67. Potential Payments Upon Termination or Change in Control Table

    | (1) The NEO will continue to receive regular payments of his or her base salary, at the rate in effect at the time of termination, for 12 months. When termination results from a termination without cause or a resignation for good reason by the NEO within 18 months following a change in control, the NEO instead will receive a lump sum payment of the severance amount. Each NEO must sign a separation and release agreement to receive these severance benefits, and is subject to certain restrictive covenants for 12 months following termination or resignation for good reason. | | (2) Upon a termination of employment without cause or a resignation for good reason without a change in control, Mr. Limongelli would receive his full annual cash incentive target amount. Mr. Martell, Ms. Mataac and Mr. Jain would each receive a prorated portion of his or her annual cash incentive target amount, prorated based on the timing of his or her termination or resignation. Upon a termination of employment without cause or a resignation for good reason within 18 months following a change in control, Mr. Limongelli and Mr. Martell would each receive his full annual cash incentive target amount, and Ms. Mataac and Mr. Jain would each receive a prorated portion of her or his annual cash incentive target amount, prorated based on the timing of her or his termination or resignation for good reason. | | (3) Subject to signing a separation and release agreement and to the NEO’s election of COBRA, the Company will pay the executive’s COBRA premiums for up to 12 months. Figures shown represent the cost to the Company of providing COBRA coverage for a 12-month period, based on the cost of such coverage as of December 31, 2025. | | (4) Represents the value of unvested RSUs and earned but unvested PSUs, if any, held by the applicable NEO on December 31, 2025, based on the closing price of our Common Stock on the Nasdaq Capital Market on December 31, 2025 ($12.84 per share) (the "Year-End Closing Price"). Upon a termination of employment without cause or a resignation for good reason within 18 months of a change in control, these RSUs and earned PSUs would vest in full. | | (5) Represents the value of the shares that Mr. Limongelli would earn under his Special PSU Grant if he were terminated upon a change in control effective December 31, 2025 in which the per-share consideration were equal to the Year-End Closing Price. Based on the 2025 Year-End Closing Price, Mr. Limongelli would not have earned any additional shares under the Special PSU Grant if he were terminated upon a change of control effective December 31, 2025. |

  68. Potential Payments Upon Termination or Change in Control Table

    | (6) Represents the target-level value of unearned and unvested 2025 PSUs held by the applicable NEO as of December 31, 2025, based on the Year-End Closing Price. Upon a December 31, 2025 termination of employment without cause or a resignation for good reason, in each case within 18 months of a change in control, the 2025 PSUs would vest in full at their target level. | | (7) Except for Mr. Limongelli’s Special PSU Grant, equity awards vest in full upon termination of employment due to the death or disability of the applicable NEO. Disability means the NEO being unable to perform his or her duties to the Company for a period of at least 120 continuous days as a result of a mental or physical condition. |

  69. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officers (the “PEOs”) and our other named executive officers (the “Other NEOs”) as presented in the Summary Compensation Table on page 50 (the “SCT Amounts”), (ii) the “compensation actually paid” to our PEOs and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K (“Item 402(v)”) under the Exchange Act. The CAP Amounts do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable years but instead are amounts determined in accordance with Item 402(v). CAP Amounts are influenced by numerous factors, including but not limited to, the timing of new grant issuances and outstanding grant vesting; executive departures and new hires; share price volatility; and general stock market trends during the fiscal year. The Compensation Committee does not utilize CAP Amounts as the basis for making compensation decisions. For information on how the Compensation Committee assessed the Company’s performance and established compensation for the NEOs, see “Compensation Discussion and Analysis” in this Proxy Statement and in the proxy statements for 2021, 2022, 2023, 2024 and 2025. During the five-year period from January 1, 2021 to December 31, 2025, we had a total of four different PEOs (Victor Limongelli, Matthew Moynahan, Steven Worth and Scott Clements). Mr. Worth served as interim CEO from Mr. Clements’ departure on August 2, 2021 until Mr. Moynahan’s hire on November 29, 2021 and Mr. Limongelli served as interim CEO from January 4, 2024 until his appointment as President and CEO on July 31, 2024.

  70. Pay Versus Performance Table

    Pay Versus Performance Table

  71. Pay Versus Performance Table

    | | Summary Comp. Table Total for 1st PEO (Clements) | Summary Comp. Table Total for 2nd PEO (Worth) | Summary Comp. Table Total for 3rd PEO (Moynahan) | Summary Comp. Table Total for 4th PEO (Limongelli) | CAP to 1st PEO (Clements)(2) | CAP to 2nd PEO (Worth)(2) | CAP to 3rd PEO (Moynahan)(2) | CAP to 4th PEO (Limongelli)(2) | Average Summary Comp. Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (000s) | Total Revenue (000s)(4) | | Year (1) | | | | | | | | | | | Total Share-holder Return | Peer Group Total Share-holder Return(3) | | | | (a) | (b1) | (b2) | (b3) | (b4) | (c1) | (c2) | (c3) | (c4) | (d) | 0 | (f) | (g) | (h) | (i) | | 2025 | $— | $— | $— | $3,627,046 | $— | $— | $— | $(478,273) | $1,448,639 | $660,446 | $64.05 | $258.44 | $72,904 | $243,180 | | 2024 | $— | $— | $1,137,291 | $7,116,820 | $— | $— | $(3,471,939) | $8,961,820 | $880,321 | $1,586,083 | $89.62 | $200.98 | $57,082 | $243,179 | | 2023 | $— | $— | $8,530,215 | $— | $— | $— | $1,527,258 | $— | $1,188,087 | $701,571 | $51.82 | $147.39 | $(29,799) | $235,106 | | 2022 | $— | $— | $3,554,030 | $— | $— | $— | $(83,597) | $— | $953,533 | $817,073 | $54.10 | $88.54 | $(14,334) | $219,006 | | 2021 | $4,230,105 | $1,837,719 | $7,111,207 | $— | $(1,288,522) | $1,287,056 | $7,179,957 | $— | $799,360 | $(56,409) | $81.87 | $137.86 | $(30,584) | $214,481 |

  72. Pay Versus Performance Table

    | (1) | The named executive officers included in the tables above are: | | | Year | PEOs | Other NEOs | | 2025 | Victor Limongelli (CEO) | Jorge Martell (CFO), Lara Mataac (General Counsel), Ashish Jain (CTO) | | 2024 | Matthew Moynahan (former CEO), Victor Limongelli (CEO and former interim CEO) | Jorge Martell (CFO), Lara Mataac (General Counsel), Ashish Jain (CTO) | | 2023 | Matthew Moynahan | Jorge Martell, Lara Mataac | | 2022 | Matthew Moynahan | Jorge Martell, Lara Mataac, Jan Kees van Gaalen (former interim CFO), Steven Worth (former General Counsel) | | 2021 | Scott Clements (former CEO), Steven Worth (former interim CEO), Matthew Moynahan | Mark Hoyt (former CFO), John Bosshart (former interim CFO), Jan Kees van Gaalen | | (2) | The following tables describe the adjustments, each of which is prescribed by Item 402(v), to calculate the CAP Amounts from the SCT Amounts. Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the SCT Amounts. However, the SCT Amounts and aggregate value for stock awards included in the SCT Amounts (the "Stock Award Values") for Mr. Clements and Mr. Worth in 2021 reflect revisions to correct the SCT Amounts and Stock Award Values that were originally published in the Summary Compensation Tables included in the Proxy Statements for the 2022 Annual Meeting of Stockholders. All of these revisions resulted in a reduction from the originally published figures. | |

  73. Pay Versus Performance Table

    Adjustments to PEO SCT Amounts:

  74. Pay Versus Performance Table

    | | 2025 | 2024 | | 2023 | 2022 | 2021 | | | | | PEO (Limongelli) | PEO (Limongelli) | PEO (Moynahan) | PEO (Moynahan) | PEO (Moynahan) | First PEO (Clements) | Second PEO (Worth) | Third PEO (Moynahan) | | Adjustments | | | | | | | | | | SCT Amounts | $3,627,046 | $7,116,820 | $1,137,291 | $8,530,215 | $3,554,030 | $4,230,105 | $1,837,719 | $7,111,207 | | (Subtract): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year | $(2,500,021) | $(5,161,000) | $— | $(7,866,015) | $(2,500,000) | $(2,976,700) | $(1,061,101) | $(7,065,625) |

  75. Pay Versus Performance Table

    | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $1,031,036 | $7,006,000 | $— | $1,672,569 | $1,838,595 | $— | $335,527 | $7,134,375 | | Add (Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $(2,131,002) | $— | $(112,249) | $(872,763) | $(2,805,625) | $— | $(201,400) | $— | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | $— | $— | $— | $— | $157,403 | $— | $281,295 | $— | | Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $(505,332) | $— | $(6,643) | $63,252 | $(328,000) | $432,269 | $95,016 | $— |

  76. Pay Versus Performance Table

    | (Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | $— | $— | $(4,490,338) | $— | $— | $(2,974,196) | $— | $— | | Add: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the total compensation for the covered fiscal year | $— | $— | $— | $— | $— | $— | $— | $— | | CAP Amounts (as calculated) | $(478,273) | $8,961,820 | $(3,471,939) | $1,527,258 | $(83,597) | $(1,288,522) | $1,287,056 | $7,179,957 |

  77. Pay Versus Performance Table

    Adjustments to SCT Other NEO amounts:*

  78. Pay Versus Performance Table

    | | 2025 Other NEOs | 2024 Other NEOs | 2023 Other NEOs | 2022 Other NEOs | 2021 Other NEOs | | Adjustments | | | | | | | SCT Amounts | $1,448,639 | $880,321 | $1,188,087 | $953,533 | $799,360 | | (Subtract): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year | $(857,678) | $(410,518) | $(800,006) | $(525,000) | $(503,419) | | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $298,183 | $574,249 | $302,773 | $551,614 | $42,556 | | Add (Subtract): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end | $(101,979) | $158,676 | $(46,742) | $— | $(6,586) | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | $— | $— | $— | $14,187 | $10,251 | | Add (Subtract): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year | $(126,719) | $383,355 | $57,459 | $(11,796) | $61,253 | | (Subtract): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | $— | $— | $— | $(165,464) | $(459,823) | | Add: Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the total compensation for the covered fiscal year | $— | $— | $— | $— | $— | | CAP Amounts (as calculated) | $660,446 | $1,586,083 | $701,571 | $817,073 | $(56,409) |

  79. Pay Versus Performance Table

    * Amounts presented are averages for the entire group of Other NEOs in each respective year.

  80. Pay Versus Performance Table

    | (3) The peer group is the Nasdaq Computer Index. |

  81. Pay Versus Performance Table

    | (4) Total Revenue was determined to be the most important financial performance measure linking “compensation actually paid” to the Company’s performance for 2025 and therefore was selected as the 2025 “company selected measure” as defined in Item 402(v). Total Revenue and how it is used in our incentive programs is discussed in the Compensation Discussion and Analysis beginning on page 40. |

  82. Financial Performance Measures

    Financial Performance Measures The following table lists the four financial performance measures that, in our assessment, represent the most important performance measures we use to link the CAP Amounts for our named executive officers for 2025 (our most recently completed fiscal year) to Company performance. There are four measures for both the PEO and the other NEOs. Of these measures, we have identified Total Revenue as the most important of our financial performance measures to link CAP Amounts for our executives for 2025 to company performance.

  83. Financial Performance Measures

    | Total Revenue | | 2025 Adjusted EBITDA* | | Rule of 40 Attainment** | | Stock Price |

  84. Financial Performance Measures

    * As defined in “Compensation Discussion & Analysis – Annual Cash Incentive Compensation” **As defined in “Compensation Discussion & Analysis – Long Term Incentive Compensation”

  85. Relationship between CAP and Financial Performance

    | (1) The primary factor causing the decline in Mr. Clements’ CAP Amount in 2021 was his termination during 2021, which resulted in negative compensation for Mr. Clements for 2021 due to the value of the unvested equity awards he forfeited at his departure. | | (2) The primary factor causing the decline in the Other NEOs CAP Amount in 2021 was the departure of Mr. Hoyt, who had negative compensation for 2021 due to the value of the unvested equity awards he forfeited at his departure. | | (3) The primary factor causing the decline in Mr. Moynahan’s CAP Amount for 2022 was general negative stock market trends during 2022, rather than factors specific to the Company’s performance. The Company’s lower stock price at the end of 2021 relative to the end of 2022 significantly influenced the calculation of Mr. Moynahan’s CAP Amount under Item 402(v), even though the Company’s TSR decline during 2022 was slightly smaller than the peer group TSR decline. | | (4) The significant increase in the Other NEOs CAP Amount for 2022 was driven primarily by the negative Other NEOs CAP Amount in 2021, which was due to the impact of Mr. Hoyt’s negative 2021 CAP Amount related to his departure. | | (5) The primary factors causing the significant increase in Mr. Moynahan's CAP Amount for 2023 were the time-based RSUs granted to him in February 2023 and the impact of his negative CAP amount in 2022, which was driven largely by general 2022 stock market trends, as noted above. | | (6) The primary factor causing the decline in Mr. Moynahan’s CAP Amount in 2024 was his departure in early January 2024, which resulted in negative compensation for Mr. Moynahan for 2024 due to the value of the unvested equity awards he forfeited at his departure. |

  86. Relationship between CAP and Financial Performance

    Due to the significant executive turnover from January 2021 through January 2024, and, to a lesser extent, the impact of general stock market trends during 2022 that were largely unrelated to the Company’s performance, we do not believe there is a meaningful correlation between changes in PEO CAP Amounts as determined under Item 402(v) and the Company’s performance for periods before 2024-2025 (in the case of PEO CAP Amounts) or before 2022-2023 (in the case of Other NEOs CAP Amount). Year-over-year changes in CAP Amounts prior to these periods are described in the footnotes to the table above. The year-over-year change in Mr. Limongelli's CAP Amount from 2024 to 2025 was directionally consistent with the Company's TSR performance relative to its peer group and, to a lesser extent, with the Company's relative revenue growth for that period. Several Company performance-related factors impacted his CAP Amount in 2025, including low (37.5%) expected attainment for the 2025 LTIP PSUs at the end of 2025 because the Company missed three of its four financial targets under the 2025 LTIP, which reduced the year-end value of his 2025 LTIP PSUs; the lower year-end stock price relative to the end of 2025, which reduced the year-end value of his unvested equity; and the lower payout amount (25%) under the 2025 MIP due to the Company missing the revenue metric under the 2025 MIP. However, the relatively large size of Mr. Limongelli's 2024 new hire equity awards (which is typical for new hire grants) as compared to his 2025 annual grant significantly contributed to the magnitude of the change. The year-over-year changes in Other NEO CAP Amounts for 2023, 2024 and 2025 were generally consistent with the Company's TSR performance relative to its peer group and with the Company's relative revenue growth and profitability performance for the same periods, as further discussed below. •In 2023, the Other NEO CAP Amount decreased as compared to 2022, due primarily to the following factors: low (31.25%) expected attainment for the 2023 LTIP PSUs at the end of 2023 because the Company missed the revenue target under the 2023 LTIP, which reduced the year-end value of the 2023 LTIP PSUs; the lower year-end stock price relative to end of 2022, which reduced the value of unvested equity held by the Other NEOs at the end of 2023; and the minimal payout amounts under the 2023 MIP due to the Company missing both of its 2023 MIP financial performance targets. •In 2024, the Other NEO CAP Amount increased as compared to 2023, due primarily to the following factors: higher expected attainment for the 2024 LTIP PSUs at the end of 2024 because the Company exceeded the financial targets under the 2024 LTIP, which increased the year-end value of the 2024 LTIP PSUs; the significantly higher year-end stock price relative to the end of 2023, which increased the value of unvested equity held by the Other NEOs; and the higher payout amounts for the 2024 MIP due to the Company modestly exceeding its overall 2024 MIP targets. •In 2025, the Other NEO CAP Amount decreased as compared to 2024, due primarily to the following factors: low (37.5%) expected attainment for the 2025 LTIP PSUs at the end of 2025 since the Company missed three of its four financial targets under the 2025 LTIP, which reduced the year-end value of the 2025 LTIP PSUs; the lower year-end stock price relative to the end of 2025, which reduced the year-end value of unvested equity held by the Other NEOs; and the lower payout amount (25%) under the 2025 MIP due to the Company missing the revenue metric under the 2025 MIP. For discussion of how our Compensation Committee seeks to align pay with performance when making compensation decisions, please review “Compensation Discussion and Analysis” beginning on page 40.

  87. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we must disclose annually in our proxy statement the median of the annual total compensation of all employees (excluding the CEO), the annual total compensation of our CEO and the ratio of CEO compensation to the median employee compensation. In order to identify our median employee, we calculated the total compensation for all our employees except the CEO, converted the resulting total compensation figures to U.S. dollars based on exchange rates in effect as of February 20, 2026, and then sorted those employees from highest to lowest total U.S. dollar compensation. We included all employees employed by us on December 31, 2025, using their compensation rates in effect as of February 20, 2026, the date we performed the calculation. For purpose of this calculation, total compensation consisted of the sum of annual base salary, annual cash incentive payment at target, the grant date fair value of equity grants, cash incentive awards, commission payments, and customary allowances that we pay in certain countries (e.g., car, insurance, transportation and meal allowances). We then determined the median employee from that list. Once we had identified the median employee, we calculated the annual total compensation of the median employee in the same manner as the total compensation for our CEO as shown in the 2025 Summary Compensation Table above, which was $3,627,046. The total annual compensation for the median employee was $118,504, which resulted in a ratio of CEO annual total compensation to the annual total compensation of the Company’s median employee of 31 to 1.

  88. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We use a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on our Board. We seek to provide our directors with a total economic value that adequately compensates them for their time and effort serving on our Board and committees of our Board and that aligns director compensation with the interests of our stockholders. In April 2025, the Compensation Committee recommended, and the Board approved, the following modifications to the Company’s director compensation program: an increase in the Director annual retainer from $40,000 to $125,000 and an increase in the annual Audit Committee chair fee from $20,000 to $30,000. These changes were effective starting on April 1, 2025. In approving this increase, the Committee and Board considered the fact that the director compensation program had not been modified since 2021, the time commitment required of our Board members, and director compensation data from the Peer Group.

  89. DIRECTOR COMPENSATION

    | Director annual retainer: | $125,000 | | Lead Director (if occupied) fee: | $10,000 | | Chair (if occupied) fee: | $50,000 | | Audit Committee chair fee: | $30,000 | | Audit Committee membership fee: | $10,000 | | Management Development and Compensation Committee chair fee: | $12,000 | | Management Development and Compensation Committee membership fee: | $5,000 | | Corporation Governance and Nominating Committee chair fee: | $7,500 | | Corporation Governance and Nominating Committee membership fee: | $4,000 | | Annual non-cash equity grant (grant date fair value): | $125,000 |

  90. DIRECTOR COMPENSATION

    We do not pay separate director fees for meeting attendance. Cash fees and annual retainers are paid on a quarterly basis in cash. On January 2, 2025, the Company's non-employee directors were each awarded 6,635 deferred RSUs. The awards vested on January 2, 2026, the first anniversary of the grant date. Since these awards are deferred RSUs, the underlying shares of Common Stock are not delivered to a director until the earlier of the director’s cessation of service on our Board or a change in control of OneSpan. In addition, all equity awards granted to non-employee directors are subject to accelerated vesting upon death, disability, retirement or change in control.

  91. 2025 DIRECTOR COMPENSATION TABLE

    2025 DIRECTOR COMPENSATION TABLE The table below sets forth the fees earned by each non-employee director in 2025.

  92. 2025 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash | | Stock Awards (1) | | Total | | | Marc Boroditsky | | 111,014 | | 125,003 | | 236,017 | | Garry Capers | | 135,824 | | 125,003 | | 260,827 | | Sarika Garg | | 118,272 | | 125,003 | | 243,275 | | Marianne Johnson | | 116,967 | | 125,003 | | 241,970 | | Michael McConnell | | 121,574 | | 125,003 | | 246,577 | | Alfred Nietzel | | 139,135 | | 125,003 | | 264,138 | | Marc Zenner | | 131,250 | | 125,003 | | 256,253 |

  93. 2025 DIRECTOR COMPENSATION TABLE

    (1) On January 2, 2025, each of the Company’s non-employee directors were awarded 6,635 deferred RSUs. The aggregate number of unvested stock awards outstanding on December 31, 2025 for each of our non-employee directors serving on that date was 46,445 deferred RSUs. The amounts reflected represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation. Please see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for more information about our share-based compensation.

  94. POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION

    POLICIES AND PRACTICES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NONPUBLIC INFORMATION We currently do not grant stock options, stock appreciation rights and/or similar option-like instruments. As a result, we do not have a policy that addresses the timing of awards of stock options, stock appreciation rights and/or similar option-like instruments in relation to the disclosure of material nonpublic information.

  95. Adjusted EBITDA

    Adjusted EBITDA We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation, amortization, long-term incentive compensation and related payroll tax expense, restructuring and other related charges, and certain non-recurring items, including acquisition related costs, rebranding costs. and non-routine shareholder matters. We use Adjusted EBITDA as a simplified measure of performance for use in communicating our performance to investors and analysts and for comparisons to other companies within our industry. As a performance measure, we believe that Adjusted EBITDA presents a view of our operating results that is most closely related to serving our customers. By excluding interest, taxes, depreciation, amortization, long-term incentive compensation and related payroll tax expense, restructuring costs, and certain other non-recurring items, we are able to evaluate performance without considering decisions that, in most cases, are not directly related to meeting our customers’ requirements and were either made in prior periods (e.g., depreciation, amortization, long-term incentive compensation and related payroll tax expense, non-routine shareholder matters), deal with the structure or financing of the business (e.g., interest, one-time strategic action costs, restructuring costs, impairment charges) or reflect the application of regulations that are outside of the control of our management team (e.g., taxes). In addition, removing the impact of these items helps us compare our core business performance with that of our competitors. Adjusted EBITDA is not a measure of performance under GAAP and should not be considered in isolation or as an alternative or substitute for the most directly comparable financial measure calculated in accordance with GAAP. While we believe that Adjusted EBITDA is useful for the purposes described above, it has limitations associated with its use, since it excludes items that may have a material impact on our reported results and may be different from similar measures used by other companies. A reconciliation of Net Income (Loss) to Adjusted EBITDA appears below.

  96. AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

    AMENDED AND RESTATED 2019 OMNIBUS INCENTIVE PLAN

  97. I. INTRODUCTION

    I. INTRODUCTION 1.1 Purposes. The purposes of the OneSpan Inc. 2019 Omnibus Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining Non-Employee Directors, officers, other employees, consultants, independent contractors and agents and (iii) to motivate such persons to act in the long term best interests of the Company and its stockholders. 1.2 Certain Definitions. “Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award. “Board” shall mean the Board of Directors of the Company. “Change in Control” shall have the meaning set forth in Section 5.8(b). “Code” shall mean the Internal Revenue Code of 1986, as amended. “Committee” shall mean the Compensation Committee of the Board, or a subcommittee thereof, or such other committee designated by the Board, in each case, consisting of two or more members of the Board, each of whom is intended to be (i) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act and (ii) “independent” within the meaning of the rules of the Nasdaq Capital Market or, if the Common Stock is not listed on the Nasdaq Capital Market, within the meaning of the rules of the principal stock exchange on which the Common Stock is then traded. “Common Stock” shall mean the common stock, par value $0.001 per share, of the Company, and all rights appurtenant thereto. “Company” shall mean OneSpan Inc., a corporation organized under the laws of the State of Delaware, or any successor thereto. “Company Transaction” shall mean the consummation of (i) a reorganization, merger or consolidation of the Company, or (ii) the sale or other disposition of all or substantially all of the assets of the Company and its direct and indirect subsidiaries taken as a whole to a Person or Persons who are not “related persons” as defined in Treasury Regulation § 1.409A-3(i)(5)(vii)(B); except in each case a transaction pursuant to which: (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such transaction will beneficially own, directly or indirectly, 50% or more of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such transaction (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets, either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such transaction, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be; and (2) individuals who were members of the Board immediately prior to the approval by the stockholders of the Company of such transaction will constitute at least a majority of the members of the board of directors of the entity resulting from such transaction; “Convertible Security” shall mean any security convertible into or exchangeable for shares of Common Stock of the Company, or any option, warrant or other right to acquire shares of Common Stock of the Company. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. “Fair Market Value” shall mean the closing transaction price of a share of Common Stock as reported on the Nasdaq Capital Market on the date as of which such value is being determined or, if the Common Stock is not listed on the Nasdaq Capital Market, the closing transaction price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if the Common Stock is not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate and in compliance with Section 409A of the Code. “Free-Standing SAR” shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) or, to the extent set forth in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised. “Incentive Stock Option” shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option. “Incumbent Board” shall have the meaning set forth in Section 5.8(b)(2). “Non-Employee Director” shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary. “Nonqualified Stock Option” shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option. “Other Stock Award” shall mean an award granted pursuant to Section 3.4 of the Plan. “Outstanding Common Stock” shall have the meaning set forth in Section 5.8(b)(1). “Outstanding Voting Securities” shall have the meaning set forth in Section 5.8(b)(1). “Performance Award” shall mean a right to receive an amount of cash, Common Stock, or a combination of both, contingent upon the attainment of specified Performance Measures within a specified Performance Period.

  98. I. INTRODUCTION

    “Performance Measures” shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the vesting of the holder’s interest, in the case of a Restricted Stock Award, of the shares of Common Stock subject to such award, or, in the case of a Restricted Stock Unit Award, Other Stock Award or Performance Award, to the holder’s receipt of the shares of Common Stock subject to such award or of payment with respect to such award. One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified subsidiaries, business or geographical units or operating areas of the Company (except with respect to the total shareholder return and earnings per share criteria) or individual basis, may be used by the Committee in establishing Performance Measures under this Plan: (i) earnings before any or all of interest, tax, depreciation or amortization (actual or adjusted and either in the aggregate or on a per-share of Common Stock basis); (ii) earnings (either in the aggregate or on a per-share of Common Stock basis); (iii) net income or loss (either in the aggregate or on a per-share of Common Stock basis); (iv) operating profit; (v) cash flow (either in the aggregate or on a per-share of Common Stock basis); (vi) free cash flow (either in the aggregate on a per-share of Common Stock basis); (vii) costs; (viii) gross revenues; (ix) reductions in expense levels; (x) operating and maintenance cost management and employee productivity; (xi) stock price or total shareholder return (including growth measures and total stockholder return or attainment by the shares of Common Stock of a specified value for a specified period of time); (xii) net economic value; (xiii) economic value added; (xiv) aggregate product unit and pricing targets; (xv) strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market share, market penetration, geographic business expansion goals, objectively identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures; (xvi) achievement of return on net assets, return on assets, return on investment capital, or return on equity; (xvii) achievement of objectives relating to diversity, employee turnover, or employee retention rates; (xviii) results of customer satisfaction surveys; (xix) debt ratings, debt leverage and debt service; or (xx) such other goals as the Committee may determine whether or not listed herein. Each such goal may be determined on a pre-tax or post-tax basis or on an absolute or relative basis, and may include comparisons based on current internal targets, the past performance of the Company (including the performance of one or more subsidiaries, divisions, or operating units) or the past or current performance of other companies or market indices (or a combination of such past and current performance). In addition to the ratios specifically enumerated above, performance goals may include comparisons relating to capital (including, but not limited to, the cost of capital), shareholders’ equity, shares outstanding, assets or net assets, sales, or any combination thereof. In establishing a Performance Measure or determining the achievement of a Performance Measure, the Committee may provide that achievement of the applicable Performance Measures may be amended or adjusted to include or exclude components of any Performance Measure, including, without limitation, foreign exchange gains and losses, asset write-downs, acquisitions and divestitures, change in fiscal year, unbudgeted capital expenditures, special charges such as restructuring or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, infrequently occurring, nonrecurring or one-time events affecting the Company or its financial statements or changes in law or accounting principles. Performance Measures shall be subject to such other special rules and conditions as the Committee may establish at any time. “Performance Period” shall mean any period designated by the Committee during which (i) the Performance Measures applicable to an award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect. “Person” shall have the meaning set forth in Section 5.8(b)(1). “Prior Plan” shall mean the VASCO Data Security International, Inc. 2009 Equity Incentive Plan and each other equity plan maintained by the Company under which awards are outstanding as of the effective date of this Plan. “Restricted Stock” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period. “Restricted Stock Award” shall mean an award of Restricted Stock under this Plan. “Restricted Stock Unit” shall mean a right to receive one share of Common Stock or, in lieu thereof and to the extent set forth in the applicable Agreement, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified Performance Period. “Restricted Stock Unit Award” shall mean an award of Restricted Stock Units under this Plan. “Restriction Period” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award or Other Stock Award shall remain in effect. “SAR” shall mean a stock appreciation right which may be a Free Standing SAR or a Tandem SAR. “Stock Award” shall mean a Restricted Stock Award, Restricted Stock Unit Award or Other Stock Award. “Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity. “Substitute Award” shall mean an award granted under this Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an option or SAR. “Tandem SAR” shall mean an SAR which is granted in tandem with, or by reference to, an option (including a Nonqualified Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted Stock) or, to the extent set forth in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common Stock subject to such option, or portion thereof, which is surrendered. “Tax Date” shall have the meaning set forth in Section 5.5. “Ten Percent Holder” shall have the meaning set forth in Section 2.1(a).

  99. I. INTRODUCTION

    1.3 Administration. This Plan shall be administered by the Committee. Any one or a combination of the following awards may be made under this Plan to eligible persons: (i) options to purchase shares of Common Stock in the form of Incentive Stock Options or Nonqualified Stock Options; (ii) SARs in the form of Tandem SARs or Free Standing SARs; (iii) Stock Awards in the form of Restricted Stock, Restricted Stock Units or Other Stock Awards; and (iv) Performance Awards. The Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number of shares of Common Stock subject to an award, the number of SARs, the number of Restricted Stock Units, the dollar value subject to a Performance Award, the purchase price or base price associated with the award, the time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing the award. The Committee may, in its sole discretion and for any reason at any time, take action such that (i) any or all outstanding options and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period applicable to any outstanding awards shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding awards shall lapse and (iv) the Performance Measures (if any) applicable to any outstanding awards shall be deemed to be satisfied at the target, maximum or any other level. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish rules and regulations it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant of an award, conditions with respect to the award, such as limiting competitive employment or other activities. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all parties. The Committee may delegate some or all of its power and authority hereunder to the Board (or any members thereof) or, subject to applicable law, to a subcommittee of the Board, a member of the Board, the Chief Executive Officer or other executive officer of the Company as the Committee deems appropriate; provided, however, that the Committee may not delegate its power and authority to a member of the Board, the Chief Executive Officer or other executive officer of the Company with regard to the selection for participation in this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an award to such an officer, director or other person. No member of the Board or Committee, and neither the Chief Executive Officer nor any other executive officer to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith, and the members of the Board and the Committee and the Chief Executive Officer or other executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Certificate of Incorporation and/or By-laws) and under any directors’ and officers’ liability insurance that may be in effect from time to time. 1.4 Eligibility. Participants in this Plan shall consist of such officers, other employees, Non-Employee Directors, consultants, independent contractors, agents, and persons expected to become officers, other employees, Non-Employee Directors, consultants, independent contractors and agents of the Company and its Subsidiaries as the Committee in its sole discretion may select from time to time. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan at any other time. Except as otherwise provided for in an Agreement, for purposes of this Plan, references to employment by the Company shall also mean employment by a Subsidiary, and references to employment shall include service as a Non-Employee Director, consultant, independent contractor or agent. The Committee shall determine, in its sole discretion, the extent to which a participant shall be considered employed during an approved leave of absence. The aggregate value of cash compensation and the grant date fair value of shares of Common Stock that may be awarded or granted during any fiscal year of the Company to any Non-Employee Director shall not exceed $400,000. 1.5 Shares Available. Subject to adjustment as provided in Section 5.7 and to all other limits set forth in this Plan, 8,500,000 shares of Common Stock shall be available for all awards under this Plan, other than Substitute Awards. Subject to adjustment as provided in Section 5.7, no more than 8,500,000 shares of Common Stock in the aggregate may be issued under the Plan in connection with Incentive Stock Options. To the extent the Company grants an option, a Free-Standing SAR, a Stock Award or settles a Performance Award in shares of Common Stock, the number of shares of Common Stock that remain available for future grants under the Plan shall be reduced by an amount equal to the number of shares subject to such option, Free-Standing SAR, Stock Award or Performance Award. To the extent that shares of Common Stock subject to an outstanding option, SAR, Stock Award or Performance Award granted under the Plan or a Prior Plan, other than Substitute Awards, are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled upon settlement in shares of a related Tandem SAR or shares subject to a Tandem SAR cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, then such shares of Common Stock shall again be available under this Plan; provided, however, that shares of Common Stock subject to an award under this Plan or a Prior Plan shall not again be available for issuance under this Plan if such shares are (x) shares that were subject to an option or stock-settled SAR and were not issued or delivered upon the net settlement or net exercise of such option or SAR, (y) shares delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding award or (z) shares repurchased by the Company on the open market with the proceeds of an option exercise. The number of shares of Common Stock available for awards under this Plan shall not be reduced by (i) the number of shares of Common Stock subject to Substitute Awards or (ii) available shares under a stockholder approved plan of a company or other entity which was a party to a corporate transaction with the Company (as appropriately adjusted to reflect such corporate transaction) which become subject to awards granted under this Plan (subject to applicable stock exchange requirements). Shares of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof.

  100. I. INTRODUCTION

    1.6 Minimum Vesting Requirements. No award (or any portion of any award) granted under the Plan shall become exercisable or vested prior to the one-year anniversary of the date of grant; provided, however, that, such restriction shall not apply to awards granted under this Plan with respect to the number of shares of Common Stock which, in the aggregate, does not exceed five percent (5%) of the total number of shares available for awards under this Plan as set forth in Section 1.5. This Section 1.6 shall not restrict the right of the Committee to accelerate or continue the vesting or exercisability of an award upon or after a Change in Control or termination of employment or otherwise pursuant to Section 1.3 of the Plan.

  101. II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

    II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS 2.1 Stock Options. The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible persons as may be selected by the Committee. Each option, or portion thereof, that is not an Incentive Stock Option, shall be a Nonqualified Stock Option. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which options designated as Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently $100,000) established by the Code, such options shall constitute Nonqualified Stock Options. Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable: (a)Number of Shares and Purchase Price. The number of shares of Common Stock subject to an option and the purchase price per share of Common Stock purchasable upon exercise of the option shall be determined by the Committee; provided, however, that the purchase price per share of Common Stock purchasable upon exercise of an option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such option; provided further, that if an Incentive Stock Option shall be granted to any person who, at the time such option is granted, owns capital stock possessing more than 10 percent of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “Ten Percent Holder”), the purchase price per share of Common Stock shall not be less than the price (currently 110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option. Notwithstanding the foregoing, in the case of an option that is a Substitute Award, the purchase price per share of the shares subject to such option may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate purchase price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate purchase price of such shares. (b)Option Period and Exercisability. The period during which an option may be exercised shall be determined by the Committee; provided, however, that no option shall be exercised later than ten years after its date of grant; provided further, that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five years after its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an option or to the exercisability of all or a portion of an option. The Committee shall determine whether an option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An exercisable option, or portion thereof, may be exercised only with respect to whole shares of Common Stock. (c)Method of Exercise. An option may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, (D) in cash by a broker-dealer acceptable to the Company to whom the participant has submitted an irrevocable notice of exercise or (E) a combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the option, (ii) if applicable, by surrendering to the Company any Tandem SARs which are cancelled by reason of the exercise of the option and (iii) by executing such documents as the Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the participant. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction). 2.2 Stock Appreciation Rights. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by the Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR. SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable: (a)Number of SARs and Base Price. The number of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR shall be the purchase price per share of Common Stock of the related option. The base price of a Free-Standing SAR shall be determined by the Committee; provided, however, that such base price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such SAR (or, if earlier, the date of grant of the option for which the SAR is exchanged or substituted). Notwithstanding the foregoing, in the case of an SAR that is a Substitute Award, the base price per share of the shares subject to such SAR may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate base price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate base price of such shares.

  102. II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

    (b)Exercise Period and Exercisability. The period for the exercise of an SAR shall be determined by the Committee; provided, however, that (i) no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination of the related option and (ii) no Free-Standing SAR shall be exercised later than ten years after its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole shares of Common Stock and, in the case of a Free Standing SAR, only with respect to a whole number of SARs. If an SAR is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c), or such shares shall be transferred to the holder in book entry form with restrictions on the shares duly noted, and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as determined pursuant to Section 3.2(d). Prior to the exercise of a stock-settled SAR, the holder of such SAR shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such SAR. (c)Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice to the Company specifying the number of whole SARs which are being exercised, (ii) by surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised (A) by giving written notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing such documents as the Company may reasonably request. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction). 2.3 Termination of Employment or Service. All of the terms relating to the exercise, cancellation or other disposition of an option or SAR (i) upon a termination of employment with or service to the Company of the holder of such option or SAR, as the case may be, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award Agreement. 2.4 No Repricing. The Committee shall not, without the approval of the stockholders of the Company, (i) reduce the purchase price or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for another option or SAR with a lower purchase price or base price or (iii) cancel any previously granted option or SAR in exchange for cash or another award if the purchase price of such option or the base price of such SAR exceeds the Fair Market Value of a share of Common Stock on the date of such cancellation, in each case, other than in connection with a Change in Control or the adjustment provisions set forth in Section 5.7. 2.5 No Dividend Equivalents. Notwithstanding anything in an Agreement to the contrary, the holder of an option or SAR shall not be entitled to receive dividend equivalents with respect to the number of shares of Common Stock subject to such option or SAR.

  103. III. STOCK AWARDS

    III. STOCK AWARDS 3.1 Stock Awards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award, a Restricted Stock Unit Award or, in the case of an Other Stock Award, the type of award being granted. 3.2 Terms of Restricted Stock Awards. Restricted Stock Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable. (a)Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee. (b)Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period or (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period. (c)Stock Issuance. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock Award shall be registered in the holder’s name and may bear a legend, in addition to any legend which may be required pursuant to Section 5.6, indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the restrictions, terms and conditions of this Plan and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Restricted Stock Award in the event such award is forfeited in whole or in part. Upon termination of any applicable Restriction Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company’s right to require payment of any taxes in accordance with Section 5.5, the restrictions shall be removed from the requisite number of any shares of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such award. (d)Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a Restricted Stock Award, the holder of such award shall have all rights as a stockholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Stock; provided, however, that a distribution or dividend with respect to shares of Common Stock, including a regular cash dividend, shall be deposited with the Company and shall be subject to the same restrictions as the shares of Common Stock with respect to which such distribution was made. 3.3 Terms of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable. (a)Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Unit Award, including the number of shares that are earned upon the attainment of any specified Performance Measures, and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee. (b)Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period or (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period. (c)Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall specify (i) whether such award may be settled in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof shall be entitled to receive, on a current or deferred basis, dividend equivalents, and, if determined by the Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Any dividend equivalents with respect to Restricted Stock Units that are subject to vesting conditions shall be subject to the same vesting conditions as the underlying awards. Prior to the settlement of a Restricted Stock Unit Award, the holder of such award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award. 3.4 Other Stock Awards. Subject to the limitations set forth in the Plan, the Committee is authorized to grant other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock, including without limitation shares of Common Stock granted as a bonus and not subject to any vesting conditions, dividend equivalents, deferred stock units, stock purchase rights and shares of Common Stock issued in lieu of obligations of the Company to pay cash under any compensatory plan or arrangement, subject to such terms as shall be determined by the Committee. The Committee shall determine the terms and conditions of such awards, which may include the right to elective deferral thereof, subject to such terms and conditions as the Committee may specify in its discretion. Any distribution, dividend or dividend equivalents with respect to Other Stock Awards that are subject to vesting conditions shall be subject to the same vesting conditions as the underlying awards.

  104. IV. PERFORMANCE AWARDS

    IV. PERFORMANCE AWARDS 4.1 Performance Awards. The Committee may, in its discretion, grant Performance Awards to such eligible persons as may be selected by the Committee. 4.2 Terms of Performance Awards. Performance Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable. (a)Value of Performance Awards and Performance Measures. The method of determining the value of the Performance Award and the Performance Measures and Performance Period applicable to a Performance Award shall be determined by the Committee. (b)Vesting and Forfeiture. The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Award if the specified Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of such award if the specified Performance Measures are not satisfied or met during the specified Performance Period. (c)Settlement of Vested Performance Awards. The Agreement relating to a Performance Award shall specify whether such award may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. If a Performance Award is settled in shares of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book entry form or a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c) and the holder of such Restricted Stock shall have such rights as a stockholder of the Company as determined pursuant to Section 3.2(d). Any dividends or dividend equivalents with respect to a Performance Award shall be subject to the same restrictions as such Performance Award. Prior to the settlement of a Performance Award in shares of Common Stock, including Restricted Stock, the holder of such award shall have no rights as a stockholder of the Company. 4.3 Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of the Performance Period relating to a Performance Award, or any forfeiture and cancellation of such award (i) upon a termination of employment with or service to the Company of the holder of such award, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award Agreement.

  105. V. GENERAL

    5.7 Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation or any successor or replacement accounting standard) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the number and class of securities available under this Plan, the terms of each outstanding option and SAR (including the number and class of securities subject to each outstanding option or SAR and the purchase price or base price per share), the terms of each outstanding Stock Award (including the number and class of securities subject thereto), and the terms of each outstanding Performance Award (including the number and class of securities subject thereto, if applicable), shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive. 5.8 Change in Control. (a)Subject to the terms of the applicable award Agreements, in the event of a “Change in Control,” the Board, as constituted prior to the Change in Control, may, in its discretion: (1) require that (i) some or all outstanding options and SARs shall become exercisable in full or in part, either immediately or upon a subsequent termination of employment, (ii) the Restriction Period applicable to some or all outstanding Stock Awards shall lapse in full or in part, either immediately or upon a subsequent termination of employment, (iii) the Performance Period applicable to some or all outstanding awards shall lapse in full or in part, and (iv) the Performance Measures applicable to some or all outstanding awards shall be deemed to be satisfied at the target, maximum or any other level; (2) require that shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, be substituted for some or all of the shares of Common Stock subject to an outstanding award, with an appropriate and equitable adjustment to such award as determined by the Board in accordance with Section 5.7; and/or (3) require outstanding awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by the Company, and to provide for the holder to receive (i) a cash payment in an amount equal to (A) in the case of an option or an SAR, the aggregate number of shares of Common Stock then subject to the portion of such option or SAR surrendered, whether or not vested or exercisable, multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock as of the date of the Change in Control, over the purchase price or base price per share of Common Stock subject to such option or SAR, (B) in the case of a Stock Award or a Performance Award denominated in shares of Common Stock, the number of shares of Common Stock then subject to the portion of such award surrendered to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to Section 5.8(a)(1), whether or not vested, multiplied by the Fair Market Value of a share of Common Stock as of the date of the Change in Control, and (C) in the case of a Performance Award denominated in cash, the value of the Performance Award then subject to the portion of such award surrendered to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to Section 5.8(a)(1); (ii) shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, having a fair market value not less than the amount determined under clause (i) above; or (iii) a combination of the payment of cash pursuant to clause (i) above and the issuance of shares pursuant to clause (ii) above. (b)For purposes of this Plan, a “Change in Control” means the occurrence of any of the following events: (1) An acquisition by any individual, entity or group, within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 40% of either (i) the then outstanding shares of Common Stock of the Company (the “Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); excluding, however, the following: (A) any acquisition directly from the Company, other than an acquisition by virtue of the exercise, exchange or conversion of any Convertible Securities unless such securities were themselves acquired directly from the Company; (B) any acquisition by the Company; (C) any acquisition by T. Kendall Hunt or any of his affiliates; or (D) any acquisition by any Person pursuant to a transaction which complies with clauses (1) and (2) of the exception contained in the definition of “Company Transaction;” (2) Within any period of 12 consecutive months, a change in the composition of the Board such that the individuals who, immediately prior to such period, constituted the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, for purposes hereof, that any individual who becomes a member of the Board during such period, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; (3) A Company Transaction; or (4) The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company (other than to an entity pursuant to a transaction which would comply with clauses (1) and (2) of the exception contained in the definition of “Company Transaction”), assuming for this purpose that such transaction would be a Company Transaction;

  106. V. GENERAL

    provided, that for purposes of the definition of “Change of Control” and “Company Transaction,” a series of transactions undertaken with a common purpose shall be treated as a single transaction that begins at the consummation of the first transaction in the series and ends at the consummation of the last transaction in the series; and provided further, that with respect to any nonqualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in clause (1), (2), (3) or (4) also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) if required in order for the payment not to violate Section 409A of the Code. 5.9 Deferrals. The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a combination thereof, upon the settlement of all or a portion of any award made hereunder shall be deferred, or the Committee may, in its sole discretion, approve deferral elections made by holders of awards. Deferrals shall be for such periods and upon such terms as the Committee may determine in its sole discretion, subject to the requirements of Section 409A of the Code. 5.10 No Right of Participation, Employment or Service. Unless otherwise set forth in an employment agreement, no person shall have any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment by or service with the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment or service of any person at any time without liability hereunder. 5.11 Rights as Stockholder. No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security. 5.12 Designation of Beneficiary. To the extent permitted by the Company, a holder of an award may file with the Company a written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an outstanding option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise such option or SAR pursuant to procedures prescribed by the Company. Each beneficiary designation shall become effective only when filed in writing with the Company during the holder’s lifetime on a form prescribed by the Company. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Company of a new beneficiary designation shall cancel all previously filed beneficiary designations. If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding award held by such holder, to the extent vested or exercisable, shall be payable to or may be exercised by such holder’s executor, administrator, legal representative or similar person. 5.13 Awards Subject to Clawback. The awards granted under this Plan and any cash payment or shares of Common Stock delivered pursuant to such an award are subject to forfeiture, recovery by the Company or other action pursuant to the applicable award Agreement or any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law. 5.14 Governing Law. This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws. 5.15 Foreign Employees. Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals and/or reside outside of the United States on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees. Approved by the Board of Directors on April 2, 2026 THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature (Joint Owners)Signature [PLEASE SIGN WITHIN BOX] DateDate SCAN TO VIEW MATERIALS & VOTE 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00 00 64 29 29 _1 R 1. 0. 0. 6 ONESPAN INC. C/0 BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/OSPN2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR the following: 1. To elect seven directors to serve on the Board of Directors; Nominees For Against Abstain 1a. Marc Boroditsky 1b. Garry Capers 1c. Sarika Garg 1d. Marianne Johnson 1e. Michael McConnell 1f. Alfred Nietzel 1g. Marc Zenner The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. To approve, on an advisory basis, the Company's named executive officer compensation; and For Against Abstain 3. To ratify, on an advisory basis, the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year 2024. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.