DEF 14A of OneSpan Inc., Apr 23, 2024

DEF 14A of OneSpan Inc.

Filed Apr 23, 2024 · FY20230001628280-24-017377

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 Board’s Nominees. You are being asked to elect the seven nominees of the Board to serve on our Board until our 2025 annual meeting of stockholders (the “2025 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 14, 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 | 61 | 2019 | Chief Revenue Officer | | X | | | Garry Capers | 47 | 2021 | Division President of Deluxe Corporation | | X | X (Chair) | | Sarika Garg | 48 | 2021 | Co-founder and Chief Executive Officer at Cacheflow Inc. | X | | X | | Marianne Johnson | 58 | 2020 | Executive Vice President and Chief Product Officer of Cox Automotive, Inc. | X | | X | | Michael McConnell | 58 | 2021 | Private Investor | X | X (Chair) | | | Alfred Nietzel, Chair of our Board | 62 | 2020 | Board Member, Independent Executive Consultant and Retired Chief Financial Officer | | | | | Marc Zenner | 61 | 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. All Committee membership is as of April 9, 2024. | | (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 2025 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 is comprised 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. 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 | | Alfred Nietzel | 62 | 2020 | Chair of our Board | | Marc Boroditsky | 61 | 2019 | Director | | Garry Capers | 47 | 2021 | Director | | Sarika Garg | 48 | 2021 | Director | | Marianne Johnson | 58 | 2020 | Director | | Michael McConnell | 58 | 2021 | Director | | Marc Zenner | 61 | 2019 | Director |

  9. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Alfred Nietzel, Chair of Our Board | | | Board Member, Independent Executive Consultant and Retired Chief Financial Officer Director Since: 2020 Age: 62 Independent: Yes | Outside Public Company Directorships: Cerence Inc. (2019 – Present) | | Executive Experience: | | | Mr. Nietzel has been a director since November 2020 and Chair of the Board since July 2021. Mr. Nietzel is a board member of Cerence Inc., a global cloud software company that provides AI-powered assistants and innovations for connected and autonomous vehicles, where he also serves on the audit and nominating and governance committees. He also serves as a director at Baxter Credit Union, one of the largest credit unions in the United States. He has 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 ✔ 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 Mr. Nietzel is a global finance executive who has over 20 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. | |

  10. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Marc Boroditsky | | | Chief Revenue Officer Age: 61 Independent: Yes | Standing Board Committees: Management Development and Compensation Outside Public Company Directorships: None | | Executive Experience: | | | Mr. Boroditsky has been a director since June 2019. He is a member of the Management Development and Compensation Committee. From November 2022 through March 2024, Mr. Boroditsky served as the President of Revenue for Cloudflare, Inc, a global cloud services provider. From July 2020 to August 2022, he served as the Chief Revenue Officer at Twilio Inc., 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 ✔ Sales, Marketing and/or Customer Success Experience ✔ Operations Experience ✔ M&A Experience ✔ CEO Experience ✔ ESG and/or Human Capital Management 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

    | Garry Capers | | | Chief Operating Officer, Deluxe Corporation Director Since: 2021 Age: 47 Independent: Yes | Standing Board Committees: Corporate Governance and Nominating Committee (Chair) Management Development and Compensation Committee Outside Public Company Directorships: None | | Executive Experience: | | | Mr. Capers has been a director since April 2021. He is a member of the Corporate Governance and Nominating Committee and Management Development and Compensation Committee. Mr. Capers joined Deluxe Corporation, a financial services company, in September 2019, where he currently serves as Chief Operations Officer and is a member of the executive leadership team. At Deluxe, Mr. Capers has full operational responsibility for the entirety of Deluxe, including payments operations, data operations, service delivery, sales enablement, enterprise marketing, business systems and optimization, and fulfillment. His prior roles at Deluxe included 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., 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 Inc., 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 ✔ 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 15 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. | |

  12. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Sarika Garg | | | Co-founder and Chief Executive Officer at Cacheflow Inc Director Since: 2021 Age: 48 Independent: Yes | Standing Board Committees: Audit Committee Corporate Governance and Nominating 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 Corporate Governance and Nominating Committees. Ms. Garg serves as Co-founder and Chief Executive Officer at Cacheflow Inc., a B2B SaaS company. She was previously Chief Strategy Officer responsible for product and go-to-market at Tradeshift, Inc., 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 ✔ Sales, Marketing and/or Customer Success Experience ✔ Operations Experience ✔ M&A Experience ✔ CEO Experience ✔ ESG and/or Human Capital Management 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 Inc., 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. | |

  13. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Marianne Johnson | | | Executive Vice President and Chief Product Officer, Cox Automotive, Inc. Director Since: 2020 Age: 58 Independent: Yes | Standing Board Committees: Audit Committee Corporate Governance and Nominating Committee Outside Public Company Directorships: None | | Executive Experience: | | | Ms. Johnson has been a director since March 2020. She is a member of the Audit and Corporate Governance and Nominating Committees. 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 ✔ Sales, Marketing and/or Customer Success Experience ✔ Operations Experience ✔ M&A Experience ✔ Banking and Financial Services Industry 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. | |

  14. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Michael McConnell | | | Private Investor Director Since: 2021 Age: 58 Independent: Yes | Standing Board Committees: Audit Committee Management Development and Compensation Committee (Chair) Outside Public Company Directorships: Adacel Technologies Limited QuickFee Vonage Holdings Corp. (2019 –2022) SPS Commerce, Inc. (2018 – 2019) Spark Networks SE (2014 – 2017) Guidance Software, Inc. (2016 – 2017) | | Executive Experience: | | | Mr. McConnell has been a director since June 2021. He is the chair of the Management Development and Compensation Committee and a member of the Audit Committee. Mr. McConnell currently serves as Chairman of the Board of Adacel Technologies Limited, a developer of air traffic management systems and technology, and previously served as a member of its board of directors beginning in 2017. He also serves as a non-executive director at QuickFee, a provider of online payment and lending solutions. Mr. McConnell’s prior board experience includes serving on the boards of Vonage Holdings Corp., a cloud communications provider, from 2019 through its sale in July 2022; SPS Commerce, Inc., a provider of cloud-based supply chain management services, from 2018 through 2019; 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 ✔ ESG and/or 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. | |

  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: 61 Independent: Yes | Standing Board Committees: Audit Committee (Chair) Outside Public Company Directorships: Sentinel Energy Services Inc. (2017 – 2020) Innerworkings, Inc. (2019 – 2020) | | Executive Experience: | | | Dr. Zenner has been a director since June 2019. He is the Chair of the Audit Committee. In addition, Dr. Zenner is a senior advisor for and investor in technology startups and serves as a valuation, corporate finance and investment banking expert. From August 2021 to October 2023, Dr. Zenner served as 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. and over six years at Citigroup, Inc., 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 and/or 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. Leadership Change

    Leadership Change On January 4, 2024, our Board of Directors appointed Victor Limongelli as Interim Chief Executive Officer, effective immediately. Mr. Limongelli is a seasoned software executive who most recently served as Chief Executive Officer at BQE Software, a private SaaS company providing billing, accounting, and similar functionality to professional services firms. Mr. Limongelli replaced Matthew Moynahan, whose employment as the Company’s President and Chief Executive Officer was terminated without cause on January 4, 2024 immediately prior to Mr. Limongelli’s appointment. Under his Amended and Restated Employment Agreement dated February 27, 2023 (the "Moynahan Employment Agreement"), subject to Mr. Moynahan’s timely execution and non-revocation of a separation and release agreement, including a release of claims against the Company and its affiliates, Mr. Moynahan was entitled to receive the payments and benefits associated with a termination without cause as set forth in the Moynahan Employment Agreement, as further described under "Potential Payments Upon Termination or Change in Control" below. Mr. Moynahan signed the required separation and release agreement in February 2024.

  17. Key Compensation Principles

    Key Compensation Principles We operate in the global technology industry, focusing on high-assurance identity and authentication security and e-signature solutions. The market for executive-level talent in our industry is highly competitive, and we are undertaking a business transformation that will require significant dedication, creativity and commitment from our senior management team. The Committee’s 2023 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 third-party compensation benchmarking reports and from a peer group of companies. This peer group, which is typically reviewed by the Committee on an annual basis, consists of companies comparable to the Company in terms of industry, revenue and market capitalization, as well as business competitors and competitors for executive talent and investor capital. Since OneSpan’s business includes our Digipass line of physical authentication devices as well as software, our peer group consists of companies in the following Global Industry Classification Standard (GICs) sub-industry groups: Application Software, Internet Services and Infrastructure, Electronic Equipment & Instruments, and Technology Hardware, Storage and Peripherals. The peer group that the Committee used for purposes of 2023 executive compensation decisions consisted of the following companies:

  18. Key Compensation Principles

    Retention. Our focus on pay-for-performance compensation should be balanced with the predictability needed to retain executives whose skills, knowledge and experience are important to our long-term success. Particularly in light of our ongoing business transformation, our compensation program must support our ability to attract, motivate and retain our executives to execute our strategy, including during periods of stock market volatility, adverse macroeconomic developments, or temporary setbacks to Company performance as we execute our business transformation. We believe the multi-year, time-based vesting component of our equity award program is an important factor in our ability to retain our executives.

  19. Role of the Committee, Consultants, and Management

    Role of the Committee, Consultants, and Management The Committee makes all final determinations regarding 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. The Committee engaged F.W. Cook to advise on certain 2022 and 2023 compensation matters. In particular, F.W. Cook assisted the Committee in determining the 2022-23 Peer Group, benchmarking Mr. Moynahan’s target pay versus the updated peer group, and in evaluating potential approaches to Mr. Moynahan’s 2023 compensation. F.W. Cook interacts with management if and as directed by the Committee, but the firm does not perform any other services for the Company. The Committee reviewed the independence of F.W. Cook under Nasdaq and SEC rules and concluded that the work of F.W. 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. Since 2023 individual executive performance reviews occurred after Mr. Moynahan's employment had terminated and because Mr. Limongelli had just recently joined the Company, the Committee assessed 2023 individual performance based primarily upon input from each executive as to his or her own performance and achievements during 2023, observations by members of the Committee, and input from other Board members.

  20. NEO Compensation for 2023

    | Compensation Element | Description | Cash | Equity | | Base Salary | Fixed annual cash pay based on scope of responsibilities and individual performance | X | | | Annual Cash Incentive | Annual cash incentive payment tied to achievement of designated annual targets | X | | | Long-Term Incentive—Restricted Stock Units (“RSUs”) with three-year vesting, with one-third vesting on the first anniversary of the grant date and the remainder vesting in equal installments every six months thereafter | Time-based stock award that encourages and rewards continued service over a three-year period | | X | | Long-Term Incentive—Performance-Based Restricted Stock Units (“PSUs”) that are eligible to be earned based on a one-year performance period; earned shares vest as to one-third of the underlying shares on December 31 of each of the performance year and the two immediately following years. | 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 over a three-year period | | X |

  21. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation For 2023, Mr. Moynahan, Mr. Martell and Ms. Mataac were eligible to receive an annual cash incentive payment under the Company’s 2023 Management Incentive Program, or 2023 MIP. Incentive payments under the 2023 MIP were based on the Company’s achievement of 2023 financial metrics approved by the Committee, as well as individual performance. The annual cash incentive opportunity under the 2023 MIP is based on a percentage of 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, based on the same factors used to determine 2022 NEO base salaries described above. The table below shows the Target MIP Opportunity and corresponding percentage of base salary, as well as the 2023 MIP payment each NEO actually earned. An explanation of how the 2023 MIP payments were determined follows the table.

  22. Annual Cash Incentive Compensation

    | Name and Principal Position | 2023 Target MIP Opportunity | | Target % of Base Salary | Payout Actually Earned | Payout as % of Target | | Matthew Moynahan Former President and Chief Executive Officer | | 600,000 | 100% | $60,000(1) | 10% | | Jorge Martell Chief Financial Officer | | 267,800 | 65% | $3,000(2) | 1% | | Lara Mataac General Counsel | | 176,550 | 50% | $15,000 | 9% |

  23. Annual Cash Incentive Compensation

    (1) In connection with Mr. Moynahan's termination, the Board agreed to a 2023 MIP payout of $60,000 to Mr. Moynahan, and waived the requirement in the MIP plan document that Mr. Moynahan be employed on the date of the payout with respect to that amount. (2) Mr. Martell declined his $3,000 annual cash incentive payout and allocated the funds to other members of the finance organization. The Committee determined that payouts under the 2023 MIP would be based on the Company’s achievement of the following metrics, weighted as shown:

  24. Annual Cash Incentive Compensation

    | Metric | Weighting | | Total Revenue | 70% | | Adjusted EBITDA | 20% | | Individual Performance | 10% |

  25. Annual Cash Incentive Compensation

    The Total Revenue and Adjusted EBITDA targets were derived from OneSpan’s 2023 budget. The weighting of Revenue at 70% and Adjusted EBITDA at 20% (as compared to 60% and 20%, respectively, for the prior year MIP) reflected the Company’s focus on revenue growth as set forth in the 2022 strategic plan. The individual performance component of the 2023 MIP was reduced to 10% from 20% in the prior year MIP, in order to make the MIP targets more objective and more closely tied to measurable financial performance. Under the 2023 MIP, the Committee retained discretion to adjust the targets or the achievement of the targets to address the impact of any mergers, acquisitions or other unexpected activities, developments, trends or events, and to include or exclude any reorganization or restructuring transactions, extraordinary nonrecurring items, or significant acquisitions or divestitures occurring in 2023. Total Revenue Seventy (70%) percent of the potential payout under the 2023 MIP was based on achievement of Total Revenue at a target of $243.0 million, which would require 10.9% growth from $219.0 million in Total Revenue for 2022. The target achievement level was determined based on the Company’s 2023 budget. The Committee established the following payout curve for performance at levels lower or higher than the Total Revenue target, with a maximum payout of 150% of target if 2023 Total Revenue was $256.0 million or more:

  26. Annual Cash Incentive Compensation

    | Performance Level (2023 Total Revenue) | Level of Payout as a Percent of Target | | Less than $238.0 million | —% | | $238.0 million | 50% | | $243.0 million | 100% | | $256.0 million or higher | 150% |

  27. Annual Cash Incentive Compensation

    Payment for performance between stated levels would be interpolated. In February 2023, the Committee reviewed the Company’s 2023 financial results and determined that Total Revenue for the year ended December 31, 2023 was $235.1 million, which was less than the threshold amount and therefore corresponded to an achievement percentage for Total Revenue of 0%. Adjusted EBITDA Twenty percent (20%) of the potential payout under the 2023 MIP was based on achievement of Adjusted EBITDA at a target of $6.0 million, a slightly lower level of Adjusted EBITDA than the $6.4 million that the Company achieved in 2022. The target achievement level was determined based on the Company’s 2023 budget and reflected the expected impact of certain investments to drive the revenue growth contemplated in the 2022 strategic plan, such as sales, marketing, and additional headcount expense. The Committee established the following payout curve for performance at levels lower or higher than the annual Adjusted EBITDA target, with a maximum payout of 125% of target if 2023 annual Adjusted EBITDA was $8.0 million or more:

  28. Annual Cash Incentive Compensation

    | Performance Level (2023 Adjusted EBITDA) | Level of Payout as a Percent of Target | | Less than $4.0 million | —% | | $4.0 million | 50% | | $6.0 million | 100% | | $8.0 million or higher | 125% |

  29. Annual Cash Incentive Compensation

    Payment for performance between stated levels would be interpolated. In February 2023, the Committee reviewed Adjusted EBITDA for the year ended December 31, 2023, which was $12.0 million. However, due primarily to the unexpected August 2023 strategic pivot from revenue growth to greater focus on Adjusted EBITDA and the associated 2023 Actions, the Company incurred a total of $17.3 million in restructuring and related charges during 2023, the significant majority of which were unplanned at the outset of the year and therefore not contemplated by the Company’s 2023 budget. As a result, in evaluating the Company's achievement of the Adjusted EBITDA target, the Committee exercised its discretion under the 2023 MIP to subtract the restructuring charges attributable to the 2023 Actions from 2023 Adjusted EBITDA. That adjustment reduced Adjusted EBITDA attainment to below the $4.0 million threshold, and therefore the Adjusted EBITDA achievement percentage was determined to be 0%. Individual Performance Ten percent (10%) of the potential payout under the 2023 MIP was based on individual performance. Mr. Moynahan’s employment was terminated without cause on January 4, 2024. In connection with Mr. Moynahan's termination, the Board agreed to a 2023 MIP payout of $60,000 to Mr. Moynahan, and waived the requirement in the MIP plan document that Mr. Moynahan be employed on the date of the payout with respect to that amount. For Mr. Martell and Ms. Mataac, the Committee assessed their individual performance in 2023 based upon input from each executive as to his or her own performance and achievements during 2023, observations by members of the Committee, and input from other Board members. Based on those factors, the Committee approved a 2023 MIP payout of $3,000 to Mr. Martell and $15,000 to Ms. Mataac, respectively. The payouts reflect the Committee’s determination that members of the executive team should generally receive less than the 10% target individual performance payout, given that the Company fell significantly short of its revenue target for the year and was unable to achieve the objectives set out in the 2022 strategic plan.

  30. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation awards for 2023 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. 2023 Long-Term Incentive Awards The Committee granted Mr. Moynahan a 2023 equity award with a total value of $3.0 million, consisting of approximately $1.75 million, or 58%, in RSUs and $1.25 million, or approximately 42%, in PSUs. The value of the award and the RSU/PSU split were intended to recognize Mr. Moynahan’s progress carrying out the initial stages of the Company’s strategic transformation plan, including achievement of solid financial results during 2022 despite foreign exchange and macroeconomic challenges, and to retain Mr. Moynahan as the Company’s CEO into the next, critical stage of the Company’s transformation. In addition to this award, Mr. Moynahan also received a special one-time PSU grant, which is discussed separately below under "2023 Moynahan Special PSU Award". The Committee granted Mr. Martell and Ms. Mataac equity awards with a total value of approximately $1.0 million and $600,000, respectively, consisting of 75% in PSUs and 25% in RSUs. In determining the value and composition of the equity grants to Mr. Martell and Ms. Mataac, the Committee considered peer group data, input from Mr. Moynahan, and the Committee’s overall objective of tying senior management compensation to the Company’s performance. The dollar value of the 2023 long-term incentive awards to our NEOs was converted into the equivalent number of PSUs and RSUs on the grant date by dividing the target dollar value by the closing price of our Common Stock on the grant date, and rounding up to the nearest share. 2023 long-term incentive awards to our NEOs are shown below:

  31. Long-Term Incentive Compensation

    | Name and Principal Position | 2023 LTIP – Total Value at Target | 2023 LTIP – Time-Based RSU (#) | 2023 LTIP – PSUs at Target (#) | 2023 LTIP – PSUs Actually Earned (#) | | Matthew Moynahan Former President and Chief Executive Officer | $3,000,015 | 127,552 | 91,108 | 9,490(1) | | Jorge Martell Chief Financial Officer | $1,000,010 | 18,222 | 54,665 | 17,083 | | Lara Mataac General Counsel, Chief Compliance Officer, and Corporate Secretary | $600,003 | 10,933 | 32,799 | 10,250 |

  32. Long-Term Incentive Compensation

    | (1) Represents earned shares that vested as of December 31, 2023. The remaining shares were forfeited upon Mr. Moynahan’s last day of employment on January 4, 2024. |

  33. Long-Term Incentive Compensation

    The 2023 RSUs granted to the NEOs vest over three years, with one-third vesting on the one year anniversary of the date of grant and the remainder vesting in equal installments every six months thereafter, subject to the NEO’s continued service on the applicable vesting date. The PSU awards were to be earned based upon the Company’s achievement of 2023 financial metrics approved by the Committee. The Committee determined that payouts under the 2023 PSUs would be based on the Company’s achievement of the following metrics, weighted as shown:

  34. Long-Term Incentive Compensation

    | Metric | Weighting | | Subscription and Term License Revenue | 75% | | Adjusted EBITDA | 25% |

  35. Long-Term Incentive Compensation

    Subscription and Term License Revenue consists of cloud and on-premises subscription revenue. The Subscription and Term License Revenue and Adjusted EBITDA targets were based on our 2023 budget. Subscription and Term License Revenue Seventy-five percent (75%) of the potential payout under the 2023 PSUs was based on achievement of Subscription and Term License Revenue at a target of $117.3 million. This target would require meaningful growth from $89.0 million in Subscription and Term License Revenue for the prior year. The Committee established the following payout curve for performance at levels lower or higher than the target, with a maximum payout of 150% of target if 2023 Subscription and Term License Revenue was $120.6 million or more:

  36. Long-Term Incentive Compensation

    | Performance Level (2023 Subscription and Term License Revenue) | Level of Payout as a Percent of Target | | Less than $113.3 million | —% | | $113.3 million | 50% | | $117.3 million | 100% | | $120.6 million or higher | 150% |

  37. Long-Term Incentive Compensation

    In February 2023, the Committee reviewed the Company’s 2023 financial results and determined that Subscription and Term License Revenue for the year ended December 31, 2023 was $106.4 million, which was less than the threshold amount and therefore corresponded to an achievement percentage for Subscription and Term License Revenue of 0%. Adjusted EBITDA Twenty-five percent (25%) of the potential payout under the 2023 LTIP PSUs was based on achievement of Adjusted EBITDA at a target of $6.0 million, a slightly lower level of Adjusted EBITDA than the $6.4 million that the Company achieved in 2022. The target achievement level was determined based on the Company’s 2023 budget and reflected the expected impact of certain investments to drive the revenue growth contemplated in the 2022 strategic plan, such as sales, marketing, and additional headcount expense. The Committee established the following payout curve for performance at levels lower or higher than the annual Adjusted EBITDA target, with a maximum payout of 125% of target if 2023 Adjusted EBITDA was $8.0 million or more:

  38. Long-Term Incentive Compensation

    | Performance Level (2023 Adjusted EBITDA) | Level of Payout as a Percent of Target | | Less than $4.0 million | —% | | $4.0 million | 50% | | $6.0 million | 100% | | $8.0 million or higher | 125% |

  39. Long-Term Incentive Compensation

    Payment for performance between stated levels would be interpolated. In February 2024, the Committee reviewed the Company’s 2023 financial results and determined that Adjusted EBITDA for the year ended December 31, 2023 was $12.0 million, which corresponded to the maximum achievement percentage for Total Adjusted EBITDA achievement of 125% of target. Since the 2023 PSU award agreements provided that achievement against the Subscription and Term License Revenue and Adjusted EBITDA metrics were to be determined based upon the Company’s financial statements, the Committee did not adjust the attainment of the Adjusted EBITDA metric. Final 2023 Earned PSU Decision When the full year achievement results were aggregated, the overall percentage of 2023 PSUs earned was 31.25% of target based on 0% achievement against the Subscription and Term License Revenue factor (weighted 75%) and 125% achievement against the Adjusted EBITDA factor (weighted 25%). This resulted in Mr. Martell and Ms. Mataac earning 17,083 and 10,250 shares, respectively, and Mr. Moynahan earning 28,471 shares, all but 9,490 of which were forfeited upon his last day of employment on January 4, 2024. Mr. Martell’s and Ms. Mataac’s earned 2023 PSUs vested as to one-third of the underlying shares on December 31, 2023, and will vest as to an additional one-third on December 31 of each of 2024 and 2025, provided that the applicable executive is still employed with OneSpan on each of those dates.

  40. 2023 Moynahan Special PSU Award

    2023 Moynahan Special PSU Award On March 11, 2023, the Committee approved the grant of a special performance-based restricted stock unit award (the “Special PSU Award”) under the 2019 Plan to Mr. Moynahan. The Special PSU Award consisted of 300,000 PSUs, which each represented the right to receive one share of our Common Stock, subject to the satisfaction of Company performance and vesting conditions set forth in the award agreement. Mr. Moynahan was eligible to earn a designated number of PSUs for each of 2023, 2024, and 2025 (the “Eligible PSUs”) based upon the Company’s achievement of specified revenue targets for the applicable year (each, a “Performance Period”). In making its decision to grant the Special PSU Award to Mr. Moynahan in March 2023, the Committee considered the following factors: •The importance of retaining Mr. Moynahan to carry out the critical next phase of the Company’s strategic transformation plan; •Mr. Moynahan’s progress in driving the Company’s strategic transformation plan in 2022, including strong financial results for 2022 despite foreign exchange and macroeconomic challenges; •The fact that macroeconomic factors and stock market trends unrelated to the Company’s performance had impacted the Company’s stock price since Mr. Moynahan joined the Company, resulting in a significantly lower likelihood that the stock price targets for Mr. Moynahan’s sign-on PSU granted upon his hire in November 2021 would be achieved, which had materially reduced the retention incentive of that grant; and •Mr. Moynahan’s total direct compensation relative to 2022 peer group data, which indicated that Mr. Moynahan’s total direct compensation was below the median of the peer group. The Special PSU Award was structured as follows: •For the Performance Period from January 1, 2023 to December 31, 2023 (the “First Performance Period”), Mr. Moynahan was eligible to earn 25%, or 75,000, of the PSUs if the Company achieved or exceeded the 2023 revenue target. The 2023 revenue target was required to be achieved or exceed for any Eligible PSUs to be earned. •For the Performance Period from January 1, 2024 to December 31, 2024 (the “Second Performance Period”), Mr. Moynahan was eligible to earn up to 25%, or 75,000, of the PSUs based on the Company’s achievement of the 2024 revenue target. At least 95% of the 2024 revenue target was required to be achieved for any Eligible PSUs to be earned. •For the Performance Period from January 1, 2025 to December 31, 2025 (the “Third Performance Period”), Mr. Moynahan was eligible to earn up to 50%, or 150,000, of the PSUs based on the Company’s achievement of the 2025 revenue target. At least 95% of the 2025 revenue target was required to be achieved for any Eligible PSUs to be earned. Any Eligible PSUs earned would have vested upon the Committee’s determination of achievement for the Third Performance Period, which was required to occur within 60 days of the end of the Third Performance Period, provided that Mr. Moynahan was still employed by the Company at that time. The 2023 revenue target under the Special PSU Award was $253.7 million. The revenue targets under the Special PSU Award were intended to be challenging, but attainable based on the Company's 2023 budget. Since the Company did not achieve the 2023 revenue target, Mr. Moynahan forfeited the 75,000 Eligible PSUs for the First Performance Period. Upon his termination on January 4, 2024, Mr. Moynahan also forfeited the Eligible PSUs for the Second and Third Performance Periods.

  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 2023, we did not provide our NEOs with nonqualified retirement programs or perquisites, except that executives and other employees who attended the Company’s President’s Club sales event in April 2023 were permitted to bring a guest at the Company’s expense. 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.” All stock awards require a “double trigger” for vesting to accelerate (both a change in control and a qualifying termination of employment within 18 months of the change in control).

  42. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table provides selected information concerning compensation during the fiscal years ended December 31, 2023, 2022 and 2021 for services in all capacities to OneSpan by the NEOs.

  43. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary (1) | Bonus | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Matthew Moynahan | | | | | | | | | Former President and Chief Executive Officer | 2023 | $575,000 | $— | $7,866,015 | $— | $89,200 | $8,530,215 | | | 2022 | $500,000 | $— | $2,500,000 | $546,286 | $7,744 | $3,554,030 | | | 2021 | $45,513 | $— | $7,065,625 | $— | $69 | $7,111,207 | | Jorge Martell | | | | | | | | | Chief Financial Officer | 2023 | $403,862 | $— | $1,000,010 | $3,000 | $804 | $1,407,676 | | | 2022 | $133,333 | $— | $1,500,000 | $90,279 | $80 | $1,723,692 | | Lara Mataac | | | | | | | | | General Counsel | 2023 | $342,779 | $— | $600,003 | $15,000 | $10,716 | $968,498 | | | 2022 | $182,558 | $— | $600,000 | $99,274 | $2,054 | $883,886 |

  44. 2023 SUMMARY COMPENSATION TABLE

    | (1) Salary represents base salary earned in the fiscal year indicated. | | (2) 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. 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, 2023 for more information about our stock-based compensation. Assuming the highest level of performance had been achieved for all PSUs granted to the NEOs in 2023 (which represent approximately $6.1 million of the grant date fair value shown above for Mr. Moynahan, $0.75 million of the grant date fair value for Mr. Martell, and $0.45 million of the grant date fair value for Ms. Mataac), the maximum grant date fair value of such PSUs would have been as follows: Mr. Moynahan – $6,662,881; Mr. Martell – $1,078,145; and Ms. Mataac – $646,884. | | (3) Amounts reported in this column for 2023 represent annual cash incentive payments with respect to the fiscal year ended December 31, 2023, as described above in “Compensation Discussion and Analysis” in the “Annual Cash Incentive Compensation” section. Mr. Martell declined his $3,000 annual cash incentive payment and allocated the amount to other members of the finance organization. | | (4) The NEOs’ “All Other Compensation” for 2023 consisted of: |

  45. 2023 SUMMARY COMPENSATION TABLE

    | • | Mr. Moynahan: A payment of $60,000 under the 2023 MIP in connection with the termination of his employment (see "Potential Payments Upon Termination or Change in Control" for additional information), Company matching 401(k) contributions of $11,550, $804 in life insurance premium payments made by the Company, $13,372 associated with bringing a personal guest to the 2023 Company’s President’s Club event (an event recognizing the Company’s top salespeople during 2022), and a $3,474 tax gross-up for imputed income related to the President's Club event. | | • | Mr. Martell: $804 in life insurance premium payments made by the Company. | | • | Ms. Mataac: Company matching 401(k) contributions of $9,912 and $804 in imputed income from life insurance premium payments made by the Company. |

  46. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table sets forth all plan-based awards granted to the NEOs during 2023.

  47. 2023 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 | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Units (#)(3) | Grant Date of Fair Value of Stock Units (4) | | Matthew Moynahan | | | | | | | | | | | | — | $330,000 | $600,000 | $840,000 | — | — | — | — | — | | | 2/23/23 | — | — | — | 45,555 | 91,108 | 130,968 | — | — | | | 2/23/23 | — | — | — | — | — | — | 127,552 | $1,750,013 | | | 3/11/23 | — | — | — | 187,500 | 300,000 | 300,000 | — | — | | Jorge Martell | | | | | | | | | | | | — | $147,290 | $267,800 | $374,920 | — | — | — | — | — | | | 2/23/23 | — | — | — | 27,333 | 54,665 | 78,582 | — | — | | | 2/23/23 | — | — | — | — | — | — | 18,222 | $250,006 | | Lara Mataac | | | | | | | | | | | | — | $97,103 | $176,550 | $247,170 | — | — | — | — | — | | | 2/23/23 | — | — | — | 16,400 | 32,799 | 47,149 | — | — | | | 2/23/23 | — | — | — | — | — | — | 10,933 | $150,001 |

  48. 2023 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 2023 MIP upon achievement of the target financial levels for the year. The individual performance component of the 2023 MIP, which is weighted to account for 10% of the total target cash incentive opportunity, does not have a threshold or maximum and is therefore assumed for purposes of this table to be achieved at the target level. The 2023 MIP target award amounts are based on percentages of each NEO’s base salary as set forth in their respective employment agreements, which percentages are 100%, 65%, and 50% for Mr. Moynahan, Mr. Martell, and Ms. Mataac, respectively. Additional information regarding the 2023 MIP is provided above in “Compensation Discussion and Analysis” in the “Annual Cash Incentive Compensation” section. | | (2) Represents the threshold, target and maximum shares that could have been earned pursuant to the 2023 PSU grants based on the achievement of the target financial levels for the year. Additional information regarding the 2023 PSU grants and the applicable metrics 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, 2023 for more information about our stock-based compensation. | | (4) 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. |

  49. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth the aggregate number of outstanding equity awards held by the NEOs as of December 31, 2023.

  50. OUTSTANDING EQUITY AWARDS AT 2023 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) | | Matthew Moynahan | | | | | | | | 2/23/2023(2) | 127,522 | $1,367,357 | — | $— | | | 2/23/2023(3) | — | $— | 62,637 | $671,469 | | | 3/11/2023(4) | — | $— | 187,500 | $2,010,000 | | | 2/17/2022(5) | 38,391 | $411,552 | — | $— | | | 6/23/2022(6) | 47,451 | $509,640 | — | $— | | | 11/29/2021(7) | 125,000 | $1,340,000 | — | $— | | | 11/29/2021(8) | — | $— | 112,500 | $1,206,000 | | Jorge Martell | | | | | | | | 2/23/2023(2) | 18,222 | $195,340 | — | $— | | | 2/23/2023(3) | — | $— | 37,583 | $402,890 | | | 9/6/2022(5) | 40,730 | $436,626 | — | $— | | | 9/6/2022(9) | 18,329 | $196,487 | — | $— | | | 9/6/2022(10) | 86,855 | $931,086 | — | $— | | Lara Mataac | | | | | | | | 2/23/2023(2) | 10,933 | $117,202 | — | $— | | | 2/23/2023(3) | — | $— | 22,550 | $241,736 | | | 8/5/2022(5) | 13,787 | $147,797 | — | $— | | | 8/5/2022(10) | 39,200 | $420,224 | — | $— |

  51. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (1) Market value calculated based on $10.72 per share, which was the closing price of our Common Stock on the Nasdaq Capital Market on December 29, 2023. | | (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) Represents 2023 PSUs that were to be earned based on the achievement of financial targets for 2023. Subject to the Management Development and Compensation Committee’s determination of the number of earned PSUs, which occurred during the first quarter of 2024, earned PSUs vest as to one-third of the underlying shares on December 31 of each of 2023, 2024 and 2025, subject to the NEO’s continued employment through each applicable vesting date. In accordance with the SEC’s executive compensation disclosure rules, the amounts reported with respect to this award are based on achieving threshold performance with respect to the revenue metric and maximum performance with respect to the Adjusted EBITDA metric. | | (4) Represents Special PSU Award PSUs that were to be earned based on the achievement of financial targets for 2023, 2024 and 2025. Any Special PSUs earned would vest with 60 days after the end of the three-year performance period, 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 threshold performance. As disclosed above, this award was not earned for the 2023 performance period and the remainder of the award was forfeited upon Mr. Moynahan's termination on January 4, 2024. | | (5) RSUs vest over a three-year period, with one-sixth of the underlying shares vesting every six months after the grant date, subject to the NEO’s continued employment through each applicable vesting date. | | (6) Represents PSUs that were earned based on achievement of financial targets for 2022. These earned PSUs vested as to one-third of the underlying shares on December 31, 2022 and 2023 and vest as to the remaining one-third on December 31, 2024, subject to the NEO’s continued employment through that date. | | (7) 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. |

  52. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (8) PSUs are earned and vest upon achievement of stock price targets for the four-year period ending November 25, 2025. In accordance with the SEC's executive compensation disclosure rules, the amounts reported with respect to this award are based on achieving threshold performance. | | (9) RSUs vest over a four-year period, with one-eighth of the underlying shares vesting every six months after the grant date, subject to the NEO's continued employment through each applicable vesting date. | | (10) Represents PSUs that were earned based on the achievement of financial targets for 2022. These earned PSUs vest as to all of the underlying shares on December 31, 2024, subject to the NEO's continued employment through that date. |

  53. 2023 STOCK VESTED

    2023 STOCK VESTED The following table sets forth NEO stock awards that vested in the year ended December 31, 2023.

  54. 2023 STOCK VESTED

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Matthew Moynahan | 183,175 | $2,095,866 | | Jorge Martell | 26,474 | $390,618 | | Lara Mataac | 9,192 | $123,403 |

  55. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL During 2023, Messrs. Moynahan and Martell and Ms. Mataac were each subject to employment agreements governing the terms of their employment and severance benefits. Matthew Moynahan The Moynahan Employment Agreement was entered into effective November 29, 2021 and amended and restated on February 27, 2023. Under its terms, in the event Mr. Moynahan were terminated without cause or terminated his employment for good reason, he would continue to receive his base salary for a 12-month period and his target annual cash incentive amount for the year of termination (and the annual cash incentive amount for the prior year if earned but not paid at the time of termination). If such a termination occurred within 18 months following a change in control of OneSpan, then he would receive the amounts described in the preceding sentence in a lump sum payment. If Mr. Moynahan were terminated for cause or resigned his employment without good reason, he would not be entitled to any severance compensation. The Moynahan Employment Agreement provided that Mr. Moynahan must sign a separation and release agreement as a condition to receiving the foregoing severance payments, and that he would agree to abide by certain non-competition and non-solicitation restrictions following the termination of his employment for a period of 12 months. The terms “cause”, “good reason” and “change in control” are defined in the Moynahan Employment Agreement as follows:

  56. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | “Cause” means that (i) Mr. Moynahan materially breaches his obligations under the Moynahan Employment Agreement, OneSpan’s Code of Conduct and Ethics or an established policy of the Company; (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 refuses to perform, or habitually neglects, his duties and responsibilities under the Moynahan Employment Agreement (other than on account of disability) and continues such 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 10 days; (iv) he uses or discloses confidential information or trade secrets other than in the furtherance of the Company’s business interests, or other 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. |

  57. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | “Good Reason” means: (i) the Company’s failure to provide the compensation and benefits required by the Moynahan Employment Agreement; (ii) a reduction in Mr. Moynahan’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. Moynahan; (iii) any material diminution of Mr. Moynahan’s title, reporting structure, authority, duties or responsibilities; or (iv) a material breach by the Company of any of its material obligations under the Moynahan Employment Agreement. |

  58. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | “Change in Control” under the Moynahan 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. |

  59. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Mr. Moynahan's employment was terminated without cause on January 4, 2024. He signed the separation and release agreement that was required as a precondition to his receipt of the severance described above in February 2024. In addition, in connection with Mr. Moynahan's termination, the Company agreed to a 2023 MIP payout of $60,000 to Mr. Moynahan, and waived the requirement under the MIP plan document that Mr. Moynahan be employed on the date of the payout with respect to that amount. Mr. Moynahan is party to a November 29, 2021 PSU agreement (the "2021 PSU Agreement") with the Company under which he was eligible to earn and vest in (i) 112,500 shares upon the Company having a 45 trading day average closing price of at least $30.00 (the "$30 Tranche") and (ii) 137,500 shares upon the Company having a 45 trading day average closing price of at least $40.00 or higher (the "$40 Tranche"). The 2021 PSU provision contains a "tail" provision whereby Mr. Moynahan is eligible to earn 73,579 shares from the $30 Tranche and 89,930 shares from the $40 Tranche if the Company's stock price reaches the applicable target within 18 months of Mr. Moynahan's termination (the "Tail Period"). In addition, the agreement provides that the 73,579 shares from the $30 Tranche will vest in full upon the completion of a Change in Control that occurs during the Tail Period, regardless of whether the $30.00 stock price target is met. Jorge Martell and Lara Mataac Mr. Martell and Ms. Mataac are parties to employment agreements with the Company effective September 6, 2022 and June 13, 2022, 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 the Moynahan 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 would receive a prorated payment at target based on the timing of her 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 Mr. Martell’s and Ms. Mataac’s employment agreement is the same as in Mr. Moynahan’s, and the definition of “cause” is substantially similar to Mr. Moynahan’s. “Good reason” under Mr. Martell’s and Ms. Mataac’s employment agreement in effect on December 31, 2022 means:

  60. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | the Company’s material breach of the agreement (provided that, in the case of Ms. Mataac, a change in reporting relationship is not a material breach); |

  61. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | A reduction in the NEO’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 (in the case of Mr. Martell, such reduction not to exceed 20%) or agreed to in writing by the NEO; |

  62. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | A requirement that the NEO relocate his or her primary place of work by more than 45 miles (including a requirement that the NEO works primarily at a Company office that is located more than 45 miles from the location of his or her home office); |

  63. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | 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). |

  64. 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 the NEOs would have been entitled if the following events had occurred on December 31, 2023:

  65. 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. |

  66. Potential Payments Upon Termination or Change in Control Table

    For purposes of the table, “cause”, “change in control”, 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.

  67. 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 (8) | | Matthew Moynahan | | | | | Former 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) | $9,432 | $9,432 | $— | | RSUs and earned PSUs (4) | $— | $3,628,548 | $3,628,548 | | 2023 PSUs (5) | $— | $976,678 | $976,678 | | 2023 Special PSU Award PSUs (6) | $— | $804,000 | $— | | 2021 PSUs (7) | $— | $1,206,000 | $2,680,000 | | Total | $1,209,432 | $7,824,658 | $7,285,226 | | Jorge Martell | | | | | Chief Financial Officer | | | | | Base salary (1) | $412,000 | $412,000 | $— | | Annual cash incentive payment (2) | $267,800 | $267,800 | $— | | COBRA premium payments (3) | $29,924 | $29,924 | $— | | RSUs and earned PSUs (4) | $— | $1,759,538 | $1,759,538 | | 2023 PSUs (5) | $— | $586,009 | $586,009 | | Total | $709,724 | $3,055,271 | $2,345,547 | | Lara Mataac | | | | | General Counsel | | | | | Base salary (1) | $353,100 | $353,100 | $— | | Annual cash incentive payment (2) | $176,550 | $176,550 | $— | | COBRA premium payments (3) | $29,924 | $29,924 | $— | | RSUs and earned PSUs (4) | $— | $685,222 | $685,222 | | 2023 PSUs (5) | $— | $351,605 | $351,605 | | Total | $559,574 | $1,596,401 | $1,036,827 |

  68. 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 non-competition and non-solicitation restrictions 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. Moynahan would receive his full annual cash incentive target amount. Mr. Martell and Ms. Mataac 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. Moynahan and Mr. Martell would each receive his full annual cash incentive target amount, and Ms. Mataac would receive a prorated portion of her annual cash incentive target amount, prorated based on the timing of her termination or resignation for good reason. |

  69. Potential Payments Upon Termination or Change in Control Table

    | (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, 2023. | | (4) Represents the value of unvested RSUs and earned but unvested PSUs held by the applicable NEO on December 31, 2023, based on the closing price of our Common Stock on the Nasdaq Capital Market on December 29, 2023 ($10.72 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 target-level value of unearned and unvested 2023 PSUs held by the applicable NEO as of December 31, 2023, based on the Year-End Closing Price. Upon a December 31, 2023 termination of employment without cause or a resignation for good reason, in each case within 18 months of a change in control, the 2023 PSUs would vest in full at their target level. | | (6) Represents the value of 75,000 unearned and unvested Special PSU Award PSUs held by Mr. Moynahan as of December 31, 2023, based on the Year-End Closing Price. Upon a December 31, 2023 termination of employment without cause or a resignation for good reason, in each case within 18 months of a change in control, these 75,000 PSUs would vest in full. | | (7) Represents the value of 112,500 unearned and unvested 2021 PSUs held by Mr. Moynahan as of December 31, 2023, based on the Year-End Closing Price. Upon a December 31, 2023 termination of employment without cause or a resignation for good reason, in each case within 18 months of a change in control, these 112,500 2021 PSUs would vest in full. The 2021 PSUs are also subject to a tail period provision that would entitle Mr. Moynahan to the vesting of additional shares if certain events occur within 18 months of this termination date, as further discussed on page 48 above. | | (8) Except for Mr. Moynahan’s 2023 Special PSU Award, 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 180 continuous days (with respect to Mr. Moynahan) or 120 continuous days (with respect to Mr. Martell and Ms. Mataac) as a result of a mental or physical condition. |

  70. 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 36 (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 and 2022. During the four-year period from January 1, 2020 to December 31, 2023, we had two PEOs (Matthew Moynahan and Scott Clements) and one interim PEO (Steven Worth, who served as interim CEO from Mr. Clements’ departure on August 2, 2021 until Mr. Moynahan’s hire on November 29, 2021).

  71. Pay Versus Performance Table

    Pay Versus Performance Table

  72. Pay Versus Performance Table

    | | Summary Comp. | Summary Comp. | Summary Comp. | Compensation | Compensation | Compensation | Average Summary Comp. Table Total for | Average Compensation Actually Paid to | Value of Initial Fixed $100 Investment Based on: | | Net Income (in thousands) | Subscription and Term License Revenue (in thousands)(4) | | Year (1) | Table Total for First PEO (Clements) | Table Total for Second PEO (Worth) | Table Total for Third PEO (Moynahan) | Actually Paid to First PEO (Clements)(2) | Actually Paid to Second PEO (Worth)(2) | Actually Paid to Third PEO (Moynahan)(2) | Non-PEO Named Executive Officers(1) | Non-PEO Named Executive Officers(2) | Total Shareholder Return | Peer Group Total Shareholder Return(3) | | | | (a) | (b1) | (b2) | (b3) | (c1) | (c2) | (c3) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $— | $— | $8,530,215 | $— | $— | $1,527,258 | $1,188,087 | $701,571 | $62.60 | $221.06 | $(29,799) | $106,436 | | 2022 | $— | $— | $3,554,030 | $— | $— | $(83,597) | $953,533 | $817,073 | $65.35 | $132.79 | $(14,334) | $88,968 | | 2021 | $4,230,105 | $1,837,719 | $7,111,207 | $(1,288,522) | $1,287,056 | $7,179,957 | $799,360 | $(56,409) | $98.89 | $206.76 | $(30,584) | $68,507 | | 2020 | $2,928,691 | $— | $— | $3,280,723 | $— | $— | $1,461,165 | $1,626,880 | $120.79 | $149.98 | $(5,455) | $52,390 |

  73. Pay Versus Performance Table

    | (1) | The named executive officers included in the tables above are: | | | Year | PEOs | Other NEOs | | 2023 | Matthew Moynahan | Jorge Martell (CFO), Lara Mataac (General Counsel) | | 2022 | Matthew Moynahan | Jorge Martell (CFO), Lara Mataac (General Counsel), 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 | | 2020 | Scott Clements | Mark Hoyt | | (2) | The following tables describes the adjustments, each of which is prescribed by SEC rule, 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 in 2021 and 2020 and for 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 and 2021 Annual Meetings of Stockholders. All of these revisions resulted in a reduction from the originally published figures. | |

  74. Pay Versus Performance Table

    Adjustments to PEO SCT Amounts:

  75. Pay Versus Performance Table

    | | 2023 | 2022 | 2021 | | | 2020 | | | PEO (Moynahan) | PEO (Moynahan) | First PEO (Clements) | Second PEO (Worth) | Third PEO (Moynahan) | PEO (Clements) | | Adjustments | | | | | | | | SCT Amounts | $8,530,215 | $3,554,030 | $4,230,105 | $1,837,719 | $7,111,207 | $2,928,691 | | (Subtract): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year | $(7,866,015) | $(2,500,000) | $(2,976,700) | $(1,061,101) | $(7,065,625) | $(2,202,484) | | 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 | $1,672,569 | $1,838,595 | $— | $335,527 | $7,134,375 | $1,688,972 | | 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 | $(872,763) | $(2,805,625) | $— | $(201,400) | $— | $268,662 | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | $— | $157,403 | $— | $281,295 | $— | $207,088 | | 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 | $63,252 | $(328,000) | $432,269 | $95,016 | $— | $389,795 | | (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 | $— | $— | $(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) | $1,527,258 | $(83,597) | $(1,288,522) | $1,287,056 | $7,179,957 | $3,280,723 |

  76. Pay Versus Performance Table

    Adjustments to SCT Other NEO amounts:*

  77. Pay Versus Performance Table

    | | 2023 Other NEOs | 2022 Other NEOs | 2021 Other NEOs | 2020 Other NEOs | | Adjustments | | | | | | SCT Amounts | $1,188,087 | $953,533 | $799,360 | $1,461,165 | | (Subtract): Aggregate value for stock awards and option awards included in SCT Amounts for the covered fiscal year | $(800,006) | $(525,000) | $(503,419) | $(930,988) | | 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 | $302,773 | $551,614 | $42,556 | $713,937 | | 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 | $(46,742) | $— | $(6,586) | $122,058 | | Add: Vesting date fair value of awards granted and vested during the covered fiscal year | $— | $14,187 | $10,251 | $87,525 | | 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 | $57,459 | $(11,796) | $61,253 | $173,183 | | (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) | $701,571 | $817,073 | $(56,409) | $1,626,880 |

  78. Pay Versus Performance Table

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

  79. Pay Versus Performance Table

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

  80. Pay Versus Performance Table

    | (4) Subscription and Term License Revenue was determined to be the most important financial performance measure linking “compensation actually paid” to the Company’s performance for 2023 and therefore was selected as the 2023 “company selected measure” as defined in Item 402(v). Subscription and Term License Revenue and how it is used in our incentive programs is discussed in the Compensation Discussion and Analysis beginning on page 27. |

  81. 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 the 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 6, 2024, and then sorted those employees from highest to lowest total U.S. dollar compensation. We included all employees employed by us on December 31, 2023, using their compensation rates in effect as of February 7, 2024, 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 2023 Summary Compensation Table above, which was $8,530,215. The total annual compensation for the median employee calculated in this manner was $103,238, which resulted in a ratio of CEO annual total compensation to the annual total compensation of the Company’s median employee of 83 to 1.

  82. 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. In determining director compensation for 2023, our Management Development and Compensation Committee sought to provide our directors with a total economic value that adequately compensates them for the time and effort expended in serving on our Board and committees of our Board and that aligns director compensation with the interests of our stockholders. After consideration, the Management Development and Compensation Committee determined that no change was warranted to director compensation, and as a result, that 2023 director compensation would remain unchanged from 2022 and 2021 levels, as follows:

  83. DIRECTOR COMPENSATION

    | Director annual retainer: | $40,000 | | Lead Director (if occupied) fee: | $10,000 | | Chair (if occupied) fee: | $50,000 | | Audit Committee chair fee: | $20,000 | | 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 |

  84. DIRECTOR COMPENSATION

    We do not pay separate director fees for meeting attendance. For 2023, the cash fees and annual retainers were paid on a quarterly basis in cash. On January 5, 2023, the Company’s then-serving non-employee directors each were awarded 10,823 deferred RSUs. The awards vested on January 5, 2024, the first anniversary of the grant date. All equity awards granted to non-employee directors are subject to accelerated vesting upon death, disability, retirement or change in control. 2023 equity awards to non-employee directors were in the form of deferred RSUs. Payment of each director’s deferred RSUs is deferred until the earlier of the director’s cessation of service or a change in control.

  85. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE The table below sets forth the fees earned by each non-employee director in 2023. Mr. Moynahan, our President and Chief Executive Officer during 2023, did not receive any additional compensation for his service on our Board. Please see the 2023 Summary Compensation Table for the compensation received by Mr. Moynahan with respect to 2023.

  86. 2023 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash | | Stock Awards (1) | | Total | | | Marc Boroditsky | | 45,000 | | 125,006 | | 170,006 | | Garry Capers | | 52,500 | | 125,006 | | 177,506 | | Sarika Garg | | 54,000 | | 125,006 | | 179,006 | | Marianne Johnson | | 54,000 | | 125,006 | | 179,006 | | Michael McConnell | | 62,000 | | 125,006 | | 187,006 | | Alfred Nietzel | | 90,000 | | 125,006 | | 215,006 | | Marc Zenner | | 60,000 | | 125,006 | | 185,006 |

  87. 2023 DIRECTOR COMPENSATION TABLE

    (1) On January 5, 2023, each of the Company’s then-serving non-employee directors were awarded 10,823 deferred RSUs. The aggregate number of unvested stock awards outstanding on December 31, 2023 for each of our non-employee directors serving on that date was 10,823 RSUs.