DEF 14A of OneSpan Inc., Apr 23, 2025

DEF 14A of OneSpan Inc.

Filed Apr 23, 2025 · FY20240001628280-25-019338

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 2026 annual meeting of stockholders (the “2026 Annual Meeting”), until their successors are duly elected and qualified or until their earlier death, resignation or removal. Information regarding our Board’s Nominees is set forth below. For additional information concerning this proposal and our Board’s Nominees, see “Proposal 1—Election of Directors” on page 13, and for additional information regarding our directors, see “Information Regarding our Board of Directors” on page 9. OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF OUR BOARD’S NOMINEES.

  2. PROPOSAL 1—ELECTION OF DIRECTORS

    | | | | | Board Committees (as of April 8, 2025)(2) | | | | Name(1) | Age | Director Since | Principal Occupation | Audit | MDCC (3) | CGN (4) | | Marc Boroditsky | 62 | 2019 | Board Member and Advisor to Technology Companies | | X | | | Garry Capers(5) | 48 | 2021 | Chief Operations Officer of Deluxe Corporation | | X | X (Chair) | | Sarika Garg | 49 | 2021 | General Manager and Vice President of Product at HubSpot, Inc. | X | | X | | Marianne Johnson | 59 | 2020 | Executive Vice President and Chief Product Officer of Cox Automotive, Inc. | X | | X | | Michael McConnell | 59 | 2021 | Private Investor | X | X (Chair) | | | Alfred Nietzel(5) | 63 | 2020 | Board Member, Independent Executive Consultant and Retired Chief Financial Officer | | | | | Marc Zenner | 62 | 2019 | Board Member, Senior Advisor, Consultant, Investor, Retired Investment Banker, Retired Chief Financial Officer | X (Chair) | | |

  3. PROPOSAL 1—ELECTION OF DIRECTORS

    | (1) All directors are independent in accordance with The Nasdaq Stock Market LLC (“Nasdaq”) listing rules. | | (2) Committee memberships are as of April 8, 2025. Please see "Information Regarding our Board of Directors" regarding planned changes to Committee memberships that will take place effective June 7, 2025. | | (3) Represents the Management Development and Compensation Committee. | | (4) Represents the Corporate Governance and Nominating Committee. | | (5) Effective June 7, 2025, Mr. Capers will assume the role of Chair of the Board, replacing Mr. Nietzel, who served as the Chair since July 2021. Mr. Nietzel will remain a director. Please see "Information Regarding our Board of Directors" for additional information. |

  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 2026 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. There are no family relationships between any of our executive officers, directors, or persons nominated or chosen by us to be a director or executive officer. For further information on the process for director nominations and criteria for selection of Board nominees, see “Information Regarding Our Board of Directors—Director Selection Process” beginning on page 9. OUR BOARD UNANIMOUSLY RECOMMENDS VOTING “FOR” THE ELECTION OF EACH OF OUR BOARD’S NOMINEES.

  8. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Name | Age | Director Since | Position(s) with OneSpan | | Alfred Nietzel | 63 | 2020 | Director and, until June 7, 2025, Chair of our Board | | Marc Boroditsky | 62 | 2019 | Director | | Garry Capers | 48 | 2021 | Director and incoming Chair of our Board, effective June 7, 2025 | | Sarika Garg | 49 | 2021 | Director | | Marianne Johnson | 59 | 2020 | Director | | Michael McConnell | 59 | 2021 | Director | | Marc Zenner | 62 | 2019 | Director |

  9. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Alfred Nietzel | | | Board Member, Independent Executive Consultant and Retired Chief Financial Officer Director Since: 2020 Age: 63 Independent: Yes | Standing Board Committees Effective June 7, 2025: Management Development and Compensation Committee (Chair) Audit Committee 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. As discussed above under “Information Regarding Our Board of Directors”, effective June 7, 2025, Mr. Nietzel will step down from the role of Chair, and Garry Capers will assume that role. 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 committee and as chair of the compensation committee. 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 | | | Board Member and Advisor to Technology Companies Age: 62 Independent: Yes | Standing Board Committees: As of April 8, 2025: Management Development and Compensation Committee Effective June 7, 2025: Management Development and Compensation Committee Corporate Governance and Nominating Committee Outside Public Company Directorships: Asana, Inc. | | Executive Experience: | | | Mr. Boroditsky has been a director since June 2019. Mr. Boroditsky is currently a Board member and advisor to a number of technology companies, including Asana, Inc., an enterprise work management platform company. From November 2022 through March 2024, Mr. Boroditsky served as the President of Revenue for Cloudflare, a global cloud services provider, as well as an advisor to Cloudflare from March 2024 to August 2024. From July 2020 to August 2022, he served as the Chief Revenue Officer at Twilio Inc. ("Twilio"), a cloud communication platform that engages customers across channels such as SMS, voice, video and email. Prior to that, he served as Twilio’s Senior Vice President of Sales from February 2017 to July 2020 and as Twilio’s Vice President and General Manager of Authentication Solutions from February 2015 to February 2017. Before joining Twilio, Mr. Boroditsky was President and COO of Authy, a software authentication company, from September 2014 until it was acquired by Twilio in February 2015. Prior to Authy, Mr. Boroditsky was VP of Identity and Access Management at Oracle Corporation, a provider of integrated cloud applications and platform services. Mr. Boroditsky has more than 30 years of experience with technology companies. He has founded and financed four software companies in electronic medical records, authentication and identity management. He successfully sold Authy to Twilio and Passlogix to Oracle. Mr. Boroditsky attended the University of California, San Diego. | | | Relevant Skills and Qualifications: | | | ✔ Technology, Software, SaaS and/or Cybersecurity Experience ✔ Product Management, Development, R&D, and/or Innovation Experience ✔ Sales, Marketing and/or Customer Success Experience ✔ Operations Experience ✔ M&A Experience ✔ CEO Experience ✔ ESG and/or Human Capital Management Experience ✔ Public Company Board and/or Corporate Governance Experience | | | Mr. Boroditsky has an extensive security software, sales, finance, product management and operations background, having served in executive roles at numerous technology companies, both private and publicly traded. He provides our Board with unique insights into the Company’s growth strategies, sales operations, software solutions including SaaS, software company operations and our target markets. | |

  11. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Garry Capers | | | Chief Operating Officer, Deluxe Corporation Director Since: 2021 Age: 48 Independent: Yes | Standing Board Committees: As of April 8, 2025: Corporate Governance and Nominating Committee (Chair) Management Development and Compensation Committee Effective June 7, 2025, Mr. Capers will become the Chair of the Board and will no longer serve on the foregoing committees Outside Public Company Directorships: None | | Executive Experience: | | | Mr. Capers has been a director since April 2021 and will assume the role of Chair of our Board effective June 7, 2025. Mr. Capers joined Deluxe Corporation ("Deluxe"), 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. ("Equifax"), a credit agency, overseeing business-to-business marketing units that focused on marketing data services for corporations, small businesses and consumers, including serving as General Manager – Equifax Marketing Services from April 2016 to January 2017. While at Equifax, Mr. Capers also led the formation of a new business unit within the fraud and identity management space. Prior to Equifax, Mr. Capers was a management consultant with Bain & Company, departing as a manager with focus in the retail and financial services sectors. Mr. Capers holds a B.A. in Business Administration from Morehouse College and an MBA in Marketing from The Wharton School at the University of Pennsylvania. | | | Relevant Skills and Qualifications: | | | ✔ Technology, Software, SaaS and/or Cybersecurity Experience ✔ Product Management, Development, R&D, and/or Innovation Experience ✔ 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: 49 Independent: Yes | Standing Board Committees: As of April 8, 2025: Audit Committee Corporate Governance and Nominating Committee Effective June 7, 2025: Audit Committee Management Development and Compensation Committee Outside Public Company Directorships: None | | Executive Experience: | | | Ms. Garg has been a director since June 2021. Ms. Garg serves as General Manager and Vice President of Product at HubSpot, Inc., a customer relationship management platform company. She joined HubSpot via its October 2024 acquisition of Cacheflow Inc. ("Cacheflow"), a B2B SaaS company where she was Co-founder and Chief Executive Officer. Prior to Cacheflow, she was Chief Strategy Officer responsible for product and go-to-market at Tradeshift, Inc. ("Tradeshift"), a cloud network and platform for supply chain payments, marketplaces, and apps. During her tenure from 2015 through 2020, she helped Tradeshift grow from a small 100-person startup to a valuation of approximately $2.7 billion by 2020. Before joining Tradeshift, Ms. Garg led product management for Ariba Network, following its acquisition by SAP SE. Ms. Garg started her career at SAP SE, a multinational software corporation, where she spent over 10 years. She has been recognized as one of the Top 50 Women Leaders in SaaS by The Software Report in both 2018 and 2019 and is a member of the Forbes Business Development Council. | | | Relevant Skills and Qualifications | | | ✔ Technology, Software, SaaS and/or Cybersecurity Experience ✔ Product Management, Development, R&D, and/or Innovation Experience ✔ Sales, Marketing and/or Customer Success Experience ✔ Operations Experience ✔ M&A Experience ✔ CEO Experience ✔ ESG and/or Human Capital Management Experience ✔ Public Company Board and/or Corporate Governance Experience | | | Ms. Garg brings significant software operational, sales, technology and M&A leadership experience to our Board. She has over 20 years of experience in building and taking to market enterprise solutions globally at SAP SE, Ariba Network and Tradeshift, including strategic M&A. Ms. Garg also possesses experience with both perpetual license and SaaS license solutions and organizational setup. In addition, she is an expert in SaaS operations, sales and architectures, particularly in the financial technology space. | |

  13. OUR BOARD’S NOMINEES AND THEIR QUALIFICATIONS

    | Marianne Johnson | | | Executive Vice President and Chief Product Officer, Cox Automotive, Inc. Director Since: 2020 Age: 59 Independent: Yes | Standing Board Committees: As of April 8, 2025: Audit Committee Corporate Governance and Nominating Committee Effective June 7, 2025: Corporate Governance and Nominating Committee (Chair) Management Development and Compensation Committee Outside Public Company Directorships: None | | Executive Experience: | | | Ms. Johnson has been a director since March 2020. She 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 ✔ Public Company Board and/or Corporate Governance 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: 59 Independent: Yes | Standing Board Committees: As of April 8, 2025: Audit Committee Management Development and Compensation Committee (Chair) Effective June 7, 2025: Audit Committee Corporate Governance and Nominating Committee Outside Public Company Directorships: Adacel Technologies Limited Powerfleet, Inc. 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. Mr. McConnell currently serves as Chairman of the Board of Adacel Technologies Limited, a developer of air traffic management systems and technology, and has served as a member of its board of directors since 2017. He also serves as a non-executive director at Powerfleet, Inc., a global leader in the artificial intelligence of things (AIoT) software-as-a-service mobile asset industry, and 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: 62 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. Dr. Zenner is a senior advisor for and investor in technology startups and serves as a valuation, corporate finance and investment banking expert. He also has served as an Executive in Residence at the University of Miami Herbert Business School since March 2021. From August 2021 to October 2023, Dr. Zenner was the Chief Financial Officer of Persefoni, a climate management and accounting platform. He retired from investment banking in September 2017 after having spent 10 years at J.P. Morgan & Co. ("J.P. Morgan") and over six years at Citigroup, Inc. ("Citigroup"), both leading financial services firms. At J.P. Morgan, Dr. Zenner was a Managing Director and Global Co-Head of Corporate Finance Advisory from 2007 to 2017. At Citigroup, he was a Managing Director and Global Head of the Financial Strategy Group from 2000 to 2007. Prior to his career in investment banking, Dr. Zenner had a distinguished career as a professor at the University of North Carolina Chapel Hill Business School where he was a professor and the finance area chair. Dr. Zenner received numerous awards for his teaching and is the author of a wealth of academic and practitioner articles. Dr. Zenner previously served on the board of directors of Sentinel Energy Services Inc., a special purpose acquisition company that focuses on the oil field services sector, where he was the chairman of the Audit Committee and a member of the Nominating and Corporate Governance Committee, as well as on the board of Innerworkings, Inc., a marketing execution company that was acquired in the summer of 2020, where he was a member of the Audit Committee. Dr. Zenner is also a Chartered Financial Analyst. Dr. Zenner is originally from Belgium where he received an undergraduate degree in business engineering from K.U. Leuven. He then received an MBA from City University in London, U.K. and a Ph.D. in Financial Economics from Purdue University, where he was a Fulbright Scholar. | | | Relevant Skills and Qualifications: | | | ✔ Technology, Software, SaaS and/or Cybersecurity Experience ✔ Banking and Financial Services Industry Experience ✔ M&A Experience ✔ Corporate Finance and Capital Allocation Experience ✔ Accounting, Audit and Financial Controls Experience ✔ Enterprise and/or Financial Risk Management Experience ✔ Public Company Board and/or Corporate Governance Experience ✔ ESG 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. Key Compensation Principles

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

  17. Key Compensation Principles

    | 2024 Peer Group (20 companies) Bold text denotes companies that were newly added in the 2024 Peer Group | 2023 Peer Group (22 companies) Underlined text denotes companies removed for purposes of the 2024 Peer Group | | A10 Networks, Inc. Agilysys, Inc. American Software, Inc. Arlo Technologies, Inc. AstroNova, Inc. Avid Technology, Inc. Consensus Cloud Solutions, Inc. Faro Technologies, Inc. Identiv, Inc. Iteris, Inc. Mitek Systems, Inc. NAPCO Security Technologies, Inc. Powerfleet, Inc. Quantum Corporation SecureWorks, Inc. Telos Corporation TransAct Technologies Incorporated Turtle Beach Corporation Viant Technology Inc. Vishay Precision Group, Inc. | A10 Networks, Inc. Agilysys, Inc. American Software, Inc. Arlo Technologies, Inc. Avid Technology, Inc. Blackline, Inc. Everbridge Inc. ForgeRock, Inc. Identiv, Inc. Iteris, Inc. Mitek Systems, Inc. Ping Identity Corporation I.D. Systems, Inc (dba PowerFleet) Qualys, Inc. Quantum Corporation NAPCO Security Technologies, Inc. Rapid7, Inc. Sailpoint Technologies Inc. Telos Corporation Tenable, Inc. Varonis Systems, Inc. Veritone, Inc. |

  18. Key Compensation Principles

    The 2024 Peer Group was established in March 2024, after the Committee decided to revise the 2023 Peer Group to better reflect our 2023 results and our then-current market capitalization. This revision involved the removal of 10 companies, most of which were removed because they either had significantly higher market capitalization or revenue than OneSpan or had been acquired since the 2023 Peer Group was created. The eliminated companies were replaced by 8 companies with market capitalizations as of March 1, 2024 ranging from $66 million to $583 million and last four quarters’ revenue ranging from $73 million to $392 million. EBITDA, EBITDA margin, revenue growth rates, total assets, total shareholder return, and number of employees were also considered in selecting companies comparable to OneSpan for the 2024 Peer Group. Based on our revenue for fiscal year 2023, the most recent fiscal year available when the 2024 Peer Group was established, our revenue was at the 54% percentile of the peer companies selected for the 2024 Peer Group, and based on our closing stock price of $9.92 as of March 1, 2024, our market capitalization was at the 59% percentile of the peer companies selected for the 2024 Peer Group. F.W. Cook & Co, Inc. (“F.W. Cook”), an independent compensation consultant, assisted the Committee in determining the 2024 Peer Group. Please see “Role of the Committee, Consultants and Management” below for additional information about the Company’s use of F.W. Cook. The Committee uses peer group data as one of several factors it considers in determining executive compensation. It does not target a specific percentile range within the peer group, but instead uses peer group data as a general reasonableness standard. Although the Committee reviews the compensation practices of the companies in the peer group, it does not adhere to strict targets or formulas to determine the mix or value of compensation components. Instead, the Committee considers various factors, including the experience, responsibilities and performance of the applicable executive and the Company’s overall financial and competitive performance. The Committee believes that this flexibility is important in designing compensation arrangements to attract and retain executives in a highly competitive and rapidly changing market. Performance-Based Compensation. Compensation should reward performance, both annual and long-term. Accordingly, the Committee believes that a substantial portion of an executive officer’s compensation, both cash and equity, should be subject to achieving measurable performance criteria that are linked directly to the Company’s strategy and to stockholder value. Exceptional performance should be rewarded with a higher level of performance-based compensation; likewise, when performance fails to meet expectations or lags benchmarks set by the Committee, the result should be a lower level of compensation. Performance-based compensation should be based on measures that are simple to understand and that are aligned with the Company’s long-term strategies, operational goals and stockholder returns. Stockholder Alignment. Compensation should align the long-term interests of our executives with those of our stockholders. To this end, a significant portion of total target compensation for our NEOs is in the form of equity. In addition, our CEO and CFO are subject to an executive stock ownership policy requiring them to hold equity at least equal to a multiple of the current base salaries of each of the CEO and CFO of 300% and 150%, respectively, within three years of appointment. The Committee values continuing and constructive feedback from our stockholders on compensation, and we engage with investors on a regular basis to understand their views on this and other topics. Accordingly, the Committee has considered the approval by approximately 73% of the votes cast for the Company’s say-on-pay vote regarding our 2023 executive compensation program. We believe these vote results were largely driven by certain equity grants to our former CEO in early 2023, including a 2023 annual equity grant that was majority time-based and a large, off-cycle special PSU grant. Our 2024 long-term incentive plan ("LTIP") grants to the NEOs were at least 75% performance-based, and the special PSU granted to Victor Limongelli in connection with his appointment as President and CEO is fully performance-based, as further discussed below. Responsible Compensation Practices. Compensation should incorporate risk management considerations and promote accountability and responsible conduct. Risk management. The performance-based component of our compensation program is based on several metrics rather than a single metric in order to support balanced decision-making. In addition, we believe that our allocation of compensation among a fixed and predictable level of base salary, an annual cash incentive program based on multiple performance targets, and equity awards with a combination of multiple performance targets and multi-year vesting schedules discourages short-term risk taking at the expense of long-term results. Clawback provisions. All of our equity agreements, both for executives and non-executives, provide that if the Company determines that the grantee’s “wrongful act” (as defined in the agreements) was a significant contributing factor to the Company having to restate all or a portion of its financial statements, the Company may determine that such grantee will forfeit and must repay to the Company any shares of our Common Stock, cash or other property paid in respect of any amount awarded during the period beginning on the date the financial statements requiring restatement were originally released to the public or submitted to the SEC, whichever is earlier, and ending on the date the restated financial statements are filed with the SEC. In addition, as required by the Dodd-Frank Act of 2010 and related SEC rules, in 2023, we adopted a Dodd-Frank Compensation Recovery Policy (“Clawback Policy”). Our Clawback Policy provides that if we are required to prepare an accounting restatement, as defined in the Clawback Policy, we will attempt to recover from each of our executive officers (as defined in Rule 16a-1(f) under the Exchange Act) any erroneously awarded compensation received by such officer that was granted, earned or vested based in whole or in part upon the attainment of financial reporting measures (including stock price and total stockholder return) (“Incentive-Based Compensation”). For purposes of the Clawback Policy, “erroneously awarded compensation” means the amount of Incentive-Based Compensation the officer received that exceeds the amount he or she would have received had the amount of Incentive-Based Compensation been determined based on the restated amounts. Each of our executive officers and other senior management team members are required to acknowledge and agree to our Clawback Policy in their equity award agreements covering awards granted after December 18, 2023, the effective date of the Clawback Policy. No hedging or pledging. Our Insider Trading Policy prohibits directors, executive officers, and employees from the following trading activities in OneSpan securities: short selling; buying or selling put options, call options or other derivative securities; purchasing financial instruments (such as forward contracts, equity swaps, collars and exchange funds) or engaging in other transactions that hedge or offset any decrease in the value of OneSpan securities; purchasing OneSpan securities on margin; borrowing against Company securities in a margin account; or pledging OneSpan securities as collateral for a loan.

  19. Role of the Committee, Consultants, and Management

    Role of the Committee, Consultants, and Management The Committee 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 2024 compensation matters. In particular, F.W. Cook assisted the Committee in creating the 2024 Peer Group and in benchmarking compensation for the NEOs versus the 2024 Peer Group. F.W. Cook 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. The Committee assessed 2024 individual performance based primarily upon input from Mr. Limongelli, as well as observations by members of the Committee and input from other Board members.

  20. Elements of Compensation

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

  21. Elements of Compensation

    | Compensation Element | Description | Cash / Equity | Used in 2024? | | Base Salary | Fixed annual cash pay based on scope of responsibilities and individual performance | Cash | Yes | | Annual Cash Incentive | Annual cash incentive payment tied to achievement of designated annual targets | Cash | Yes | | Long-Term Incentive—Restricted Stock Units (“RSUs”) | Time-based stock award that encourages and rewards continued service over a three-year period | Equity | Yes | | Long-Term Incentive—Performance-Based Restricted Stock Units (“PSUs”) | Performance-based stock award that is earned based on achievement of one-year financial targets and vests over a three-year period, which encourages and rewards financial performance and continued service | Equity | Yes | | Discretionary Cash Bonus | Periodic cash bonuses awarded in the discretion of the Committee to recognize specific accomplishments or in other special circumstances, such as in connection with an interim employment arrangement | Cash | Yes | | Sign-On Awards (Cash Bonus or Restricted Stock Units) | Periodically used to incentivize a new hire candidate to accept our offer of employment, including when the executive would need to forfeit a bonus or other incentive compensation from his or her prior employer in order to join us | Either Cash or Equity | No |

  22. Base Salary

    Base Salary Base salary is the fixed element of the NEOs’ annual cash compensation. The value of base salary recognizes the executive’s experience, scope of responsibilities, capabilities and the market value of those capabilities. Mr. Limongelli’s base salary for his current position of President and CEO, which he assumed effective July 31, 2024,was determined by the Committee primarily based on 2024 Peer Group benchmarking data compiled by F.W. Cook and the salary of the Company’s previous CEO, Mr. Moynahan. Please see “Interim CEO Compensation” for additional information on Mr. Limongelli’s compensation for his service as Interim CEO. Mr. Martell’s and Ms. Mataac’s base salaries were originally determined when they joined OneSpan (Mr. Martell in early September 2022 and Ms. Mataac in mid-June 2022) based upon a combination of a third-party benchmarking report, input from the executive recruiter who assisted in identifying and hiring both executives, internal pay equity, and candidate expectations. In February 2024, the Committee approved increases to the base salary for Mr. Martell and Ms. Mataac in the amounts of 1% and 2%, respectively, of their then-current base salaries, with both increases to be effective April 1, 2024. The Company's financial performance during 2023 was the primary factor the Committee considered in determining these increases. Mr. Jain joined OneSpan in the second half of December 2024. In determining Mr. Jain's base salary, the Committee considered the following factors: the strategic importance of the Chief Technology Officer position to the Company; Mr. Jain's significant experience in digital identity and security and his widely recognized status as an industry expert in digital identity; Mr. Jain's compensation at prior employers; 2024 Peer Group data; and Mr. Limongelli's recommendations based on his discussions with Mr. Jain.

  23. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation Mr. Limongelli, Mr. Martell and Ms. Mataac were eligible to receive cash incentive payment under the Company’s 2024 annual cash incentive program, the 2024 Management Incentive Program (the "2024 MIP"). The 2024 MIP consisted of two components, a first half 2024 component based on financial metrics for the first six months of 2024 (the H1 Component"), and a full year 2024 component based on financial metrics for the full year 2024 (the "FY Component"). The Committee chose to structure the 2024 MIP in two components, the first of which was based solely on financial performance in the first half of 2024, in order to allow Mr. Limongelli additional time to review the Company's expected full-year performance, since he joined the Company after the 2024 budget had already been developed. In addition, the Committee considered management's recommendation to bifurcate the 2024 MIP in order to provide a near-term retention incentive to the Company employees participating in the MIP, since MIP participants had received a payout of 10% or less for 2023 due to the Company's 2023 performance. Mr. Limongelli participated only in the FY Component of the 2024 MIP because he was in an interim role for the first half of the year, as discussed under "Interim CEO Compensation" above, whereas, Mr. Martell and Ms. Mataac participated in both components. Mr. Jain was not eligible to participate in either component of the 2024 MIP because he joined the Company on December 16, 2024, and Mr. Moynahan was not eligible due to his departure from the Company on January 4, 2024. The annual cash incentive opportunity under the 2024 MIP is based on a percentage of the participating NEO's base salary (the “Target MIP Opportunity”). The Target MIP Opportunity for each NEO was established as part of his or her initial compensation upon joining the Company in his or her current role, based on substantially the same factors used to determine initial NEO base salaries described above. The table below shows the 2024 Target MIP Opportunity for Mr. Limongelli, Mr. Martell and Ms. Mataac (broken down between the H1 Component and FY Component) and the corresponding percentage of base salary, as well as the 2024 MIP payments that each of them actually earned. An explanation of how the 2024 MIP payments were determined follows the table.

  24. Annual Cash Incentive Compensation

    | Name and Principal Position (1) | 2024 Target MIP Opportunity | | Target % of Base Salary | Payout Actually Earned | Total Payout as % of Target | | Victor Limongelli President and Chief Executive Officer and former Interim Chief Executive Officer | H1 Component: N/A | | N/A | H1 Component: N/A | H1 Component: N/A | | | | FY Component: $500,000(2) | 83%(2) | FY Component: $553,350 | FY Component: 110.67% | | | | Total: $500,000 | | Total: $553,350 | Total: 110.67% | | Jorge Martell Chief Financial Officer | H1 Component: $135,239 | | 32.5% | H1 Component: $169,049 | H1 Component: 125% | | | | FY Component: $135,239 | 32.5% | FY Component: $110,896 | FY Component: 82% | | | | Total: $270,478 | 65% | Total: $279,945 | Total: 103.5% | | Lara Mataac General Counsel | H1 Component: $88,275 | | 25% | H1 Component: $110,344 | H1 Component: 125% | | | | FY Component: $88,275 | 25% | FY Component: $72,386 | FY Component: 82% | | | | Total: $176,550 | 50% | Total: $182,730 | Total: 103.5% |

  25. Annual Cash Incentive Compensation

    (1) As discussed above, neither Mr. Jain nor Mr. Moynahan were eligible to participate in the 2024 MIP. (2) Represents Mr. Limongelli's target bonus for the period from July 31, 2024, when he began his current role of President and CEO, through December 31, 2024. Starting January 1, 2025, his annual target bonus is equal to 100% of his base salary. Payouts for Mr. Limongelli, Mr. Martell and Ms. Mataac under the 2024 MIP were determined based on the Company’s achievement level against financial metrics approved by the Committee and shown in the tables below. For each financial metric, the Committee set the following achievement levels: a minimum or “threshold” level; a target level; and a maximum or “stretch” level. For the H1 Component metrics, the minimum and the target level were the same, meaning that there would be no payout unless the target level was met. The metrics and the associated achievement levels were selected by the Committee based on OneSpan’s 2024 budget. The minimum/threshold achievement level was intended to represent the minimum achievement necessary to trigger a payout, and to be straightforward to achieve; the target level was intended to be achievable through solid execution; and the maximum/stretch level was intended to be attainable but challenging.

  26. 2024 MIP Metrics - Victor Limongelli

    2024 MIP Metrics - Victor Limongelli

  27. 2024 MIP Metrics - Victor Limongelli

    | Achievement Level | FY Component Financial Metrics | | | | | | 2024 Total Revenue (1) (Weighted 33.33%) | 2024 Total Adjusted EBITDA (2)(4) (Weighted 33.33%) | 2024 Rule of 40 Attainment (3) (Weighted 33.33%) | Potential Payouts as a percentage of 2024 Target MIP Opportunity | | Minimum | $240.0 million | $60.0 million | 30% | 50% | | Target | $245.0 million | $65.0 million | 31.5% | 100% | | Maximum | $250.0 million or higher | $70.0 million or higher | 33% | 125% |

  28. 2024 MIP Metrics - Jorge Martell and Lara Mataac

    2024 MIP Metrics - Jorge Martell and Lara Mataac

  29. 2024 MIP Metrics - Jorge Martell and Lara Mataac

    | Achievement Level | H1 Component Financial Metrics | | | | | H1 2024 Total Revenue (1) (Weighted 50%) | H1 2024 Adjusted EBITDA (2)(4) (Weighted 50%) | Potential Payouts as a percentage of H1 2024 Target MIP Opportunity | | Target (and Minimum) | $115.0 million | $21.0 million | 100% | | Maximum | $120.0 million or higher | $23.6 million or higher | 125% |

  30. 2024 MIP Metrics - Jorge Martell and Lara Mataac

    | Achievement Level | FY Component Financial Metrics | | | | 2024 Total Revenue (1) (Weighted 100%) | Potential Payouts as a percentage of FY 2024 MIP Opportunity | | Minimum | $240.0 million | 50% | | Target | $245.0 million | 100% | | Maximum | $250.0 million or higher | 125% |

  31. 2024 MIP Metrics - Jorge Martell and Lara Mataac

    (1) 2024 Total Revenue is defined as the Company’s total publicly reported revenue for 2024. H1 2024 Total Revenue has the same definition as 2024 Total Revenue, except that it is for the first half of 2024 only (January 1, 2024 through June 30, 2024). (2) 2024 Adjusted EBITDA is defined as the Company’s 2024 EBITDA (earnings before interest, taxes, depreciation and amortization) excluding all stock-based compensation costs, severance costs (including related termination costs such as legal fees), and capitalized software costs (i.e., adding back those costs to EBITDA). H1 2024 Adjusted EBITDA has the same definition as 2024 Adjusted EBITDA, except that it is for the first half of 2024 only (January 1, 2024 through June 30, 2024).The definitions of 2024 Adjusted EBITDA and H1 2024 Adjusted EBITDA differ from the definition of Adjusted EBITDA the Company uses for financial reporting purposes. (3) 2024 Rule of 40 Attainment is defined as the Company’s 2024 Adjusted EBITDA Margin (which is its 2024 Adjusted EBITDA, calculated as set forth above, as a percentage of the Company’s 2024 Total Revenue) plus the Company’s year-over-year percentage growth in 2024 Total Revenue as compared to the Company’s total 2023 publicly reported revenue. (4) Please see Appendix A for a reconciliation of 2024 Adjusted EBITDA and H1 2024 Adjusted EBITDA, in each case as used in the Company's executive compensation program, to GAAP net income. The Committee approved the H1 Component and FY Component metrics and achievement levels in March 2024 and July 2024, respectively. For the H1 Component, the weighting of the H1 2024 Total Revenue metric at 50% and the H1 2024 Adjusted EBITDA metric at 50% (as compared to 70% and 20%, respectively, for the prior year MIP) reflected the shift of the Company’s focus toward profitability that began during the second half of 2023 and continued in the first six months of 2024. For the FY Component (except in the case of Mr. Limongelli, as discussed below) the Committee chose 2024 Total Revenue as the sole metric in order to enhance the Company’s focus on efficient revenue growth in the second half of 2024. The Committee selected three equally weighted FY Component metrics for Mr. Limongelli – FY 2024 Revenue, 2024 Adjusted EBITDA and Rule of 40 Attainment - in order to add an incentive for him to achieve the Company’s 2024 Adjusted EBITDA and Rule of 40 Attainment metrics. Mr. Martell and Ms. Mataac already had this incentive under their 2024 LTIP PSU grants (discussed below), whereas Mr. Limongelli did not, because he was appointed to his current position as President and CEO after the 2024 LTIP PSU awards were granted. The 2024 MIP did not include an individual performance component (which accounted for 10% of the payout for the 2023 MIP). The Committee eliminated the individual performance component in order to make the MIP targets more objective and closely tied to measurable financial performance.

  32. 2024 MIP Metrics - Actual Attainment and Payouts

    2024 MIP Metrics - Actual Attainment and Payouts In July 2024 (for the H1 Component) and February 2025 (for the FY Component), the Committee determined the Company’s achievement levels against the financial metrics described above. The tables that follow show the actual results for each metric, the actual payout as a percentage of the target achievement level, the weighting given to the metric, the final weighted payout percentage, and the actual payout to the applicable NEO.

  33. 2024 MIP Metrics - Actual Attainment and Payouts

    | FY Component Metric | Actual Results | Actual Payout as a Percentage of Target | Weighting | Final Weighted Payout as a Percentage of Target | Actual Payout in $ | | 2024 Total Revenue | $243.2 million | 82% | 33.33% | 27% | | | 2024 Total Adjusted EBITDA | $72.6 million | 125% | 33.33% | 42% | | | 2024 Rule of 40 Attainment | 33.3% | 125% | 33.33% | 42% | | | Combined | | | | 110.67% | $553,350 |

  34. Jorge Martell and Lara Mataac

    | H1 Component Metric | Actual Results | Actual Payout as a Percentage of Target | Weighting | Final Weighted Payout as a Percentage of Target | Actual Payout in $(Jorge Martell) | Actual Payout in $(Lara Mataac) | | H1 2024 Total Revenue | $125.8 million | 125% | 50% | 62.5% | | | | H1 2024 Total Adjusted EBITDA | $35.7 million | 125% | 50% | 62.5% | | | | H1 Component Combined | | | | 125% | $169,049 | $110,344 |

  35. Jorge Martell and Lara Mataac

    | FY Component Metric | Actual Results | Actual Payout as a Percentage of Target | Weighting | Final Weighted Payout as a Percentage of Target | Actual Payout in $(Jorge Martell) | Actual Payout in $(Lara Mataac) | | 2024 Total Revenue | $243.2 million | 82% | 100% | 82% | $110,896 | $72,386 | | FY and H1 Component Combined | | | | 103.5% | $279,945 | $182,730 |

  36. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Long-term incentive compensation awards for 2024 were granted pursuant to our 2019 Plan. Our long-term incentive awards are designed to align the interests of our executives, key employees and others with our success and with other stockholders generally. The Committee believes these incentives promote a long-term perspective that is important to the continued success of our business. Our long-term incentive program for NEOs generally consists of a combination of performance-based equity awards that are earned based on achievement of specified Company financial performance metrics and time-based equity awards that vest based on continuing service. Awards granted to newly hired executives, such as Mr. Limongelli and Mr. Jain, are sometimes structured differently and/or have a relatively higher total grant date value than our recurring annual long-term incentive awards. These differences reflect the need to attract experienced executives by providing them with additional incentives to join OneSpan and motivate them to create value for our shareholders. The following table summarizes the long-term incentive awards granted to our NEOs in 2024:

  37. Long-Term Incentive Compensation

    | Name and Principal Position (1) | 2024 LTIP Total Grant Date Value ($)(2) | | 2024 LTIP – Time-Based RSU (#) | 2024 LTIP PSUs at Target (#) | 2024 LTIP PSUs Actually Earned (#) | | Victor Limongelli President and Chief Executive Officer and former Interim Chief Executive Officer | | 5,161,000 | 100,000 | (3) | (3) | | Jorge Martell Chief Financial Officer | | 340,775 | 6,794 | 20,381 | 25,476 | | Lara Mataac General Counsel, Chief Compliance Officer, and Corporate Secretary | | 340,775 | 6,794 | 20,381 | 25,476 | | Ashish Jain Chief Technology Officer | | 550,004 | 28,380 | (4) | (4) |

  38. Long-Term Incentive Compensation

    | (1) Mr. Moynahan did not receive a 2024 long-term incentive award because his last day of employment was January 4, 2024. | | (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 and are based on the probable outcome of the performance conditions with respect to PSUs other than Mr. Limongelli's Special PSU Grant (which is subject to market-based conditions and based on a Monte Carlo valuation). Please see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for more information about our share-based compensation. | | (3) Please see the section immediately below and the section entitled “2025 Developments” for information on Mr. Limongelli’s Special PSU Grant. | | (4) Does not include Mr. Jain’s new hire PSU award discussed below, which was considered as granted in March 2025. |

  39. Long-Term Incentive Compensation

    In connection his appointment as President and CEO and as provided under his employment agreement with the Company, on July 31, 2024, Mr. Limongelli was awarded the following equity grants under the 2019 Plan: a grant for 100,000 RSUs which will vest in approximately equal installments on each of July 31, 2025, January 4, 2026 and January 4, 2027, subject to Mr. Limongelli’s continued service with the Company (the “Special RSU Grant”); and a performance-based RSU grant for a target amount of 300,000 performance-based RSUs (the “Special PSU Grant”). The Special PSU Grant will vest upon the achievement of both a performance-based condition and a continued service condition. One-third of the Special PSU Grant will satisfy the performance-based vesting condition upon certification by the Committee of the achievement of a Price Goal of $18.00, one-third upon certification by the Committee of the achievement of a Price Goal of $20.00, and one-third upon certification by the Committee of the achievement of a Price Goal of $22.00, in each case during the period commencing on July 31, 2024 and ending on July 31, 2028 (the “Performance Period”). A “Price Goal” shall mean a 45-Day VWAP of a share of the Company’s common stock that equals or exceeds $18.00, $20.00, or $22.00, as the case may be. “45-Day VWAP” for this purpose means, as of any Trading Day, the volume-weighted average price of a share of Company common stock for the 45 consecutive Trading Days ending on and including such date. A “Trading Day” is a day on which shares of the Company’s common stock are traded on the Nasdaq Capital Market. The continued service vesting condition will be satisfied if Mr. Limongelli has remained in continuous service with the Company through the later of (i) the date on which the Committee certifies achievement of a Price Goal and (ii) July 31, 2025. Notwithstanding the foregoing, if a Price Goal has been certified as having been achieved prior to July 31, 2025 and Mr. Limongelli’s service is terminated by the Company without Cause, by reason of his death or Disability, or by Mr. Limongelli for Good Reason prior to that date, any restricted stock units that have satisfied the performance-based vesting condition as of such date of termination shall become fully vested. The terms “Cause”, “Disability” and “Good Reason” shall have the meanings given to them in his employment agreement, which is described in “Potential Payments Upon Termination or Change in Control” below.

  40. Jorge Martell and Lara Mataac

    Jorge Martell and Lara Mataac On May 14, 2024, the Committee granted 2024 LTIP awards for a total of 27,175 shares (assuming the target level of performance under the PSU component) to each of Mr. Martell and Ms. Mataac, consisting of 75% in PSUs (20,381 shares at target level) and 25% in time-based RSUs (6,794 shares). The PSUs were to be earned based on the Company's achievement of the following financial performance metrics: 2024 Adjusted EBITDA and 2024 Rule of 40 Attainment, each weighted 50%, and as defined above under "Annual Cash Incentive Compensation". Any earned shares would vest as to one-third of the underlying shares on the later of (i) the date the Committee determines the Company's achievement against the 2024 financial metrics (which occurred on February 5, 2025) and (ii) May 14, 2025, and as to an additional one-third on each of December 31, 2025 and December 31, 2026, in each case provided that the applicable NEO remains employed as of those vesting dates. The RSU awards vest over three years, with one-third vesting on May 14, 2025 and the remainder vesting in equal installments every six months thereafter, subject to the applicable NEO’s continued service on each vesting date. In determining the value and composition of the equity grants to Mr. Martell and Ms. Mataac, the Committee primarily considered the performance of the Company in 2023, as well as 2024 Peer Group data. The Committee initially set two achievement levels for the 2024 Adjusted EBITDA and 2024 Rule of 40 Attainment metrics: a target level (which was also the minimum or "threshold" level) corresponding to earned shares of 100% of the target, and a maximum or "stretch" level corresponding to earned shares of 125% of the target. The target level was intended to be achievable through solid execution, and the maximum/stretch level was intended to be attainable but challenging. Payment for performance between stated levels would be interpolated. In August 2024, the Committee added a separate minimum/threshold level which provided that 50% of the target number of shares could be earned upon achievement of a lower level of 2024 Adjusted EBITDA and 2024 Rule of 40 Attainment, and the number of shares that would pay out for target level achievement of both metrics was also lowered. However, executives who had received their 2024 PSU awards prior to August 2024, which included Mr. Martell and Ms. Mataac, were not required to amend their PSU agreements to reflect this modified payout curve. Neither Mr. Martell nor Ms. Mataac elected to amend their PSU agreements, so the original achievement levels and associated earned share numbers, which are shown in the table below, continued to apply to their 2024 PSUs. Ultimately, the Company’s actual performance for both 2024 Adjusted EBITDA and 2024 Rule of 40 Attainment was strong enough that both Mr. Martell and Ms. Mataac would have earned 125% of their target number of shares regardless of whether they had chosen to amend their PSU agreements.

  41. Jorge Martell and Lara Mataac

    | Metric | Actual Results | Actual Payout as a Percentage of Target | Weighting | Final Weighted Payout as a Percentage of Target | Actual Shares Earned (#) - Jorge Martell | Actual Shares Earned (#) - Lara Mataac | | 2024 Adjusted EBITDA | $72.6 million | 125% | 50% | 62.5% | | | | 2024 Rule of 40 Attainment | 33.3% | 125% | 50% | 62.5% | | | | Combined | | | | 125% | 25,476 | 25,476 |

  42. Ashish Jain

    Ashish Jain In connection with Mr. Jain’s hire as OneSpan’s Chief Technology Officer on December 16, 2024, the Committee approved the grant to Mr. Jain of equity awards with an approximate value of $2.2 million based on the closing price of the Common Stock on that date, consisting of 75% in PSUs (85,140 shares at target level) and 25% in RSUs (28,380 shares). In determining the value and composition of these new hire equity awards to Mr. Jain, the Committee considered the following factors: the strategic importance of the Chief Technology Officer position to the Company; Mr. Jain’s significant experience in digital identity and security and his widely recognized status as an industry expert in digital identity; Mr. Jain’s compensation at prior employers; 2024 Peer Group data; and Mr. Limongelli’s recommendations based on his discussions with Mr. Jain. Mr. Jain’s RSU award vests over three years, with one-third vesting on December 16, 2025 and the remainder vesting in equal installments every six months thereafter, subject to his continued service on each vesting date. His PSU award will be earned based upon the Company’s achievement of 2025 financial metrics approved by the Committee. Because these 2025 financial metrics were not determined by the Committee until February 2025 and not communicated to Mr. Jain until early March 2025, the award was not considered granted until March 3, 2025, and will therefore be more fully discussed in the proxy statement for the 2026 annual meeting of stockholders.

  43. Discretionary Bonuses

    Discretionary Bonuses In February 2025, the Committee awarded Mr. Limongelli, Mr. Martell and Ms. Mataac discretionary bonuses of $125,000, $75,000 and $75,000, respectively, in recognition of their efforts in 2024 driving strategic initiatives and operational improvements following the Company’s pivot towards a greater emphasis on profitability.

  44. 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 2024, we did not provide our NEOs with nonqualified retirement programs or perquisites. Change in Control and Severance Benefits The Committee believes the severance and change in control benefits we provide to our NEOs are comparable with those benefits offered by our competitors and necessary to attract and retain a talented executive team. The NEOs’ possible, and in the case of Mr. Moynahan, actual and certain possible, severance and change in control benefits are described below under “Potential Payments Upon Termination or Change in Control.”

  45. 2025 Developments

    2025 Developments On January 13, 2025, the Committee certified the Company’s achievement, as of January 7, 2025, of the $18.00 Price Goal under Mr. Limongelli’s Special PSU. Therefore, one-third of the Special PSU Grant will vest on July 31, 2025 unless Mr. Limongelli resigns or is terminated for Cause (as defined in his employment agreement) prior to that date. On March 4, 2025, the Committee granted Mr. Limongelli, Mr. Martell and Ms. Mataac annual equity awards with a grant date value of $2.5 million, $700,000 and $475,000 respectively, consisting of 75% in PSUs to be earned based upon 2025 financial metrics and 25% in RSUs that will vest on the same three-year schedule as the RSUs granted in 2024. Since Mr. Jain had recently received equity upon his hire in December 2024, he did not receive additional equity at that time.

  46. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE The following table provides selected information concerning compensation during the fiscal years ended December 31, 2024, 2023 and 2022 for services in all capacities to OneSpan by the NEOs.

  47. 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary (1) | Bonus (2) | Stock Awards (3) | Non-Equity Incentive Plan Compensation (4) | All Other Compensation (5) | Total | | Victor Limongelli | | | | | | | | | President and Chief Executive Officer and former Interim Chief Executive Officer | 2024 | $764,615 | $625,000 | $5,161,000 | $553,350 | $12,855 | $7,116,820 | | Jorge Martell | | | | | | | | | Chief Financial Officer | 2024 | $415,090 | $75,000 | $340,775 | $277,721 | $849 | $1,109,435 | | | 2023 | $403,862 | $— | $1,000,010 | $3,000 | $804 | $1,407,676 | | | 2022 | $133,333 | $— | $1,500,000 | $90,279 | $80 | $1,723,692 | | Lara Mataac | | | | | | | | | General Counsel | 2024 | $353,100 | $75,000 | $340,775 | $182,730 | $11,170 | $962,775 | | | 2023 | $342,779 | $— | $600,003 | $15,000 | $10,716 | $968,498 | | | 2022 | $182,558 | $— | $600,000 | $99,274 | $2,054 | $883,886 | | Ashish Jain | | | | | | | | | Chief Technology Officer | 2024 | $18,750 | $— | $550,004(6) | $— | $— | $568,754 | | Matthew Moynahan | | | | | | | | | Former President and Chief Executive Officer | 2024 | $11,154 | $— | $— | $— | $1,126,137 | $1,137,291 | | | 2023 | $575,000 | $— | $7,866,015 | $— | $89,200 | $8,530,215 | | | 2022 | $500,000 | $— | $2,500,000 | $546,286 | $7,744 | $3,554,030 |

  48. 2024 SUMMARY COMPENSATION TABLE

    | (1) Salary represents base salary earned in the fiscal year indicated. | | | (2) Bonus reported for 2024 represents discretionary bonuses earned for work performed in the fiscal year ended December 31, 2024, as described above in “Compensation Discussion and Analysis” in the “Discretionary Bonuses” section and, in the case of Mr. Limongelli, the “Interim CEO Compensation” section. | | | (3) The amounts reflected represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”) and are based on the probable outcome of the performance conditions with respect to PSUs other than Mr. Limongelli's Special PSU Grant (which is subject to market-based conditions and based on a Monte Carlo valuation). Please see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for more information about our share-based compensation. Assuming the highest level of performance had been considered probable for the PSUs granted to Mr. Martell and Ms. Mataac in 2024, the grant date fair value of the equity awards shown would have been $404,666 for each of them. | | | (4) Amounts reported in this column for 2024 represent annual cash incentive payments with respect to the fiscal year ended December 31, 2024, as described above in “Compensation Discussion and Analysis” in the “Annual Cash Incentive Compensation” section. | | | (5) The NEOs’ “All Other Compensation” for 2024 consisted of: | | | • | Mr. Limongelli: Company matching 401(k) contributions of $12,075 and $780 of imputed income from life insurance premium payments made by the Company. | | • | Mr. Moynahan: Severance payments totaling $1,125,000 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 $1,067, and $69 of imputed income from life insurance premium payments made by the Company. | | • | Mr. Martell: $849 of imputed income from life insurance premium payments made by the Company. | | • | Ms. Mataac: Company matching 401(k) contributions of $10,321 and $849 of imputed income from life insurance premium payments made by the Company. | | (6) Mr. Limongelli and Mr. Jain began work with the Company on January 4, 2024 and December 16, 2024, respectively and, as such, were not NEOs prior to 2024. | | | (7) The Committee also approved a PSU award of 85,140 shares to Mr. Jain effective on December 16, 2024, his first day of work with the Company. However, because this PSU award will be earned based upon 2025 financial performance metrics that were not determined by the Committee until February 2025 and not communicated to Mr. Jain until March 3, 2025, its grant date under FASB ASC Topic 718 is March 3, 2025, and it is therefore not reflected in this table. | |

  49. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS The following table sets forth all plan-based awards granted to the NEOs during 2024.

  50. 2024 GRANTS OF PLAN-BASED AWARDS

    | | | Possible Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | | Possible Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name (3) | Grant Date | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Units (#)(4) | Grant Date Fair Value of Stock Units (5) | | Victor Limongelli | — | | 250,000 | | 500,000 | | 625,000 | — | — | — | — | — | | | 7/31/24 | — | | — | | — | | 100,000 | — | 300,000 | — | $3,681,000 | | | 7/31/24 | — | | — | | — | | — | — | — | 100,000 | $1,480,000 | | Jorge Martell | | | | | | | | | | | | | | | — | | 202,859 | | 270,478 | | 338,098 | — | — | — | — | — | | | 5/14/24 | — | | — | | — | | 20,381 | 20,381 | 25,476 | — | $255,578 | | | 5/14/24 | — | | — | | — | | — | — | — | 6,794 | $85,197 | | Lara Mataac | | | | | | | | | | | | | | | — | | 132,413 | | 176,550 | | 220,688 | — | — | — | — | — | | | 5/14/24 | — | | — | | — | | 20,381 | 20,381 | 25,476 | — | $255,578 | | | 5/14/24 | — | | — | | — | | — | — | — | 6,794 | $85,197 | | Ashish Jain(6) | | | | | | | | | | | | | | | 12/16/24 | — | | — | | — | | — | — | 28,380 | — | $550,004 |

  51. 2024 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 2024 MIP upon achievement of designated achievement levels for the year. The 2024 MIP target award amounts for Mr. Martell and Ms. Mataac are based on percentages of their base salary as set forth in their respective employment agreements, which percentages are 65% and 50%, respectively. For Mr. Limongelli, the target amount of $500,000 applies only to his 2024 MIP opportunity. In future years, Mr. Limongelli's MIP opportunity will be 100% of his base salary. Additional information regarding the 2024 MIP is provided above in “Compensation Discussion and Analysis” in the “Annual Cash Incentive Compensation” section. | | (2) For Mr. Limongelli, the figures shown represent the threshold and maximum number of shares that could have been earned pursuant to the Special PSU Grant based on the achievement of the $18.00 Price Goals (in the case of the threshold figure) and the $22.00 Price Goal (in the case of the maximum figure). The Special PSU Grant does not specify a target level of achievement. For Mr. Martell and Ms. Mataac, the figures shown represent the threshold, target and maximum numbers of shares that could have been earned pursuant to their 2024 PSU grants. Since there were only two achievement levels for these grants, the threshold and target levels were the same. Additional information regarding the Special PSU Grant to Mr. Limongelli and the 2024 PSU grants to Mr. Martell and Ms. Mataac is provided above in “Compensation Discussion and Analysis” in the “Long-Term Incentive Compensation” section. | | (3) Mr. Moynahan did not receive any plan-based awards in 2024. | | (4) 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 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for more information about our share-based compensation. | | (5) The amounts reflected represent the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718 and are based on the probable outcome of the performance conditions with respect to PSUs other than Mr. Limongelli's Special PSU Grant (which is subject to market-based conditions and based on a Monte Carlo valuation). Please see Note 14 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for more information about our share-based compensation. Assuming the highest level of performance had been considered probable for the PSUs granted to Mr. Martell and Ms. Mataac in 2024, the grant date fair value of the equity awards shown would have been $404,666 for each of them. | | (6) The Committee also approved a PSU award of 85,140 shares to Mr. Jain effective on December 16, 2024, his first day of work with the Company. However, because this PSU award will be earned based upon 2025 financial performance metrics that were not determined by the Committee until February 2025 and not communicated to Mr. Jain until March 3, 2025, its grant date under FASB ASC Topic 718 is March 3, 2025, and it is therefore not reflected in this table. |

  52. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END The following table sets forth the aggregate number of outstanding equity awards held by the NEOs as of December 31, 2024.

  53. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | | | Number of Shares That Have Not Vested | Market Value of Shares That Have Not Vested | | Stock Awards Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested | | | Name | Grant Date | (#) | ($)(1) | | (#) | ($)(1) | | | Victor Limongelli | | | | | | | | | | 7/31/2024(2) | 100,000 | | 1,854,000 | — | | — | | | 7/31/2024(3) | — | | — | 100,000 | | 1,854,000 | | Jorge Martell | | | | | | | | | | 5/14/2024(2) | 6,794 | | 125,961 | — | | — | | | 5/14/2024(4) | — | | — | 20,381 | | 377,864 | | | 2/23/2023(2) | 9,113 | | 168,955 | — | | — | | | 2/23/2023(5) | 5,695 | | 105,585 | — | | — | | | 9/6/2022(6) | 20,365 | | 377,567 | — | | — | | | 9/6/2022(7) | 12,219 | | 226,540 | — | | — | | Lara Mataac | | | | | | | | | | 5/14/2024(2) | 6,794 | | 125,961 | — | | — | | | 5/14/2024(4) | — | | — | 20,381 | | 377,864 | | | 2/23/2023(2) | 5,468 | | 101,377 | — | | — | | | 2/23/2023(5) | 3,417 | | 63,351 | — | | — | | | 8/5/2022(8) | 4,596 | | 85,210 | — | | — | | Ashish Jain (9) | | | | | | | | | | 12/16/2024(2) | 28,380 | | 526,165 | — | | — | | Matthew Moynahan | | | | | | | | | | 11/29/2021(10) | — | | — | 163,509 | | 3,031,457 |

  54. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (1) Market value calculated based on $18.54 per share, which was the closing price of our Common Stock on the Nasdaq Capital Market on December 31, 2024. | | (2) RSUs vest over a three-year period, with one-third of the underlying shares vesting on the one-year anniversary of the grant date and the remainder vesting in equal installments every six months thereafter, subject to the NEO’s continued employment through each applicable vesting date. | | (3) PSUs are earned and vest upon achievement of stock price targets (Price Goals) for the Performance Period of the Special PSU Grant (as defined in "Compensation Discussion and Analysis" under "Long Term Incentive Compensation"), as well as a time-based vesting condition. In accordance with the SEC's executive compensation disclosure rules, the amounts reported with respect to this award are based on achieving threshold performance. | | (4) Represents shares underlying PSUs that were to be earned based on the achievement of financial targets for 2024. One-third of these earned shares will vest on the one-year anniversary of the grant date and an additional one-third will vest on each December 31, 2025 and December 31, 2026, 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. | | (5) Represents shares underlying PSUs that were to be earned based on the achievement of financial targets for 2023. One-third of these earned shares vested on each of December 31, 2023 and 2024, and the remaining one-third will vest on December 31, 2025, subject to the NEO's continued employment through that date. | | (6) 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. | | (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. | | (8) RSUs vest over a three-year period ending June 13, 2025, with one-sixth of the underlying shares vesting every six months beginning June 13, 2022, subject to the NEO's continued employment through each applicable vesting date. |

  55. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END

    | (9) The Committee also approved a PSU award of 85,140 shares to Mr. Jain effective on December 16, 2024, his first day of work with the Company. However, because this PSU award will be earned based upon 2025 financial performance metrics that were not determined by the Committee until February 2025 and not communicated to Mr. Jain until March 3, 2025, its grant date under FASB ASC Topic 718 is March 3, 2025, and it is therefore not reflected in this table. | | (10) Represents shares that Mr. Moynahan could still earn until July 4, 2025 (the date that is 18 months after his employment termination date) if the Company achieves designated stock price targets prior to that date. See “Potential Payments Upon Termination or Change in Control – Matthew Moynahan” below for additional information. |

  56. 2024 STOCK VESTED

    2024 STOCK VESTED The following table sets forth NEO stock awards that vested in the year ended December 31, 2024.

  57. 2024 STOCK VESTED

    | | Stock Awards | | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | | Victor Limongelli | — | | — | | Matthew Moynahan | 9,490 | | 95,090 | | Jorge Martell | 133,825 | | 2,204,397 | | Lara Mataac | 60,687 | | 1,030,837 | | Ashish Jain | — | | — |

  58. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Messrs. Limongelli, Martell and Jain and Ms. Mataac are party to employment agreements with OneSpan that govern the terms of their employment and severance benefits. Mr. Moynahan entered into a separation agreement in connection with his departure from the Company on January 4, 2024.

  59. Potential Payments Upon Termination or Change in Control Table

    Potential Payments Upon Termination or Change in Control Table The table below shows the actual payments and benefits Mr. Moynahan received following his departure on January 4, 2024 and entry into a separation and release agreement (and amounts potentially payable to Mr. Moynahan under the Tail Period provisions of his 2021 PSU Agreement) and potential payments and benefits to which each of Mr. Limongelli, Mr. Martell, Ms.Mataac and Mr. Jain would have been entitled if the following events had occurred on December 31, 2024:

  60. 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. |

  61. Potential Payments Upon Termination or Change in Control Table

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

  62. 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) | | | Victor Limongelli | | | | | | | | President and Chief Executive Officer and former Interim Chief Executive Officer | | | | | | | | Base salary (1) | | 600,000 | | 600,000 | | — | | Annual cash incentive payment (2) | | 500,000 | | 500,000 | | — | | COBRA premium payments (3) | | 31,063 | | 31,063 | | — | | RSUs (4) | | — | | 1,854,000 | | 1,854,000 | | Special PSU Grant (5) | | — | | 4,171,500 | | — | | Total | | 1,131,063 | | 7,156,563 | | 1,854,000 | | Jorge Martell | | | | | | | | Chief Financial Officer | | | | | | | | Base salary (1) | | 416,120 | | 416,120 | | — | | Annual cash incentive payment (2) | | 270,478 | | 270,478 | | — | | COBRA premium payments (3) | | — | | — | | — | | RSUs and earned PSUs (4) | | — | | 1,004,608 | | 1,004,608 | | 2024 PSUs (6) | | — | | 377,864 | | 377,864 | | Total | | 686,598 | | 2,069,070 | | 1,382,472 | | Lara Mataac | | | | | | | | General Counsel | | | | | | | | Base salary (1) | | 353,100 | | 353,100 | | — | | Annual cash incentive payment (2) | | 176,550 | | 176,550 | | — | | COBRA premium payments (3) | | 31,063 | | 31,063 | | — | | RSUs and earned PSUs (4) | | — | | 375,899 | | 375,899 | | 2024 PSUs (6) | | — | | 377,864 | | 377,864 | | Total | | 560,713 | | 1,314,476 | | 753,763 | | Ashish Jain | | | | | | | | Chief Technology Officer | | | | | | | | Base salary (1) | | 450,000 | | 450,000 | | — | | Annual cash incentive payment (2) | | 225,000 | | 225,000 | | — | | COBRA premium payments (3) | | 31,063 | | 31,063 | | — | | RSUs (4) | | — | | 526,165 | | 526,165 | | Total | | 706,063 | | 1,232,228 | | 526,165 | | Matthew Moynahan (7) | | | | | | | | Former President and Chief Executive Officer | | | | | | | | Base salary | | 600,000 | | — | | — | | Annual cash incentive payment | | 600,000 | | — | | — | | COBRA premium payments | | — | | — | | — | | Other compensation | | 60,000 | | — | | — | | 2021 PSUs | | — | | 1,364,155 | | — | | Total | | 1,260,000 | | 1,364,155 | | — |

  63. Potential Payments Upon Termination or Change in Control Table

    | (1) The NEO will continue to receive regular payments of his or her base salary, at the rate in effect at the time of termination, for 12 months. When termination results from a termination without cause or a resignation for good reason by the NEO within 18 months following a change in control, the NEO instead will receive a lump sum payment of the severance amount. Each NEO must sign a separation and release agreement to receive these severance benefits, and is subject to certain restrictive covenants for 12 months following termination or resignation for good reason. | | (2) Upon a termination of employment without cause or a resignation for good reason without a change in control, Mr. Limongelli would receive his full annual cash incentive target amount. Mr. Martell, Ms. Mataac and Mr. Jain would each receive a prorated portion of his or her annual cash incentive target amount, prorated based on the timing of his or her termination or resignation. Upon a termination of employment without cause or a resignation for good reason within 18 months following a change in control, Mr. Limongelli and Mr. Martell would each receive his full annual cash incentive target amount, and Ms. Mataac and Mr. Jain would each receive a prorated portion of her or his annual cash incentive target amount, prorated based on the timing of her or his termination or resignation for good reason. | | (3) Subject to signing a separation and release agreement and to the NEO’s election of COBRA, the Company will pay the executive’s COBRA premiums for up to 12 months. Figures shown represent the cost to the Company of providing COBRA coverage for a 12-month period, based on the cost of such coverage as of December 31, 2024. | | (4) Represents the value of unvested RSUs and earned but unvested PSUs, if any, held by the applicable NEO on December 31, 2024, based on the closing price of our Common Stock on the Nasdaq Capital Market on December 31, 2024 ($18.74 per share) (the "Year-End Closing Price"). Upon a termination of employment without cause or a resignation for good reason within 18 months of a change in control, these RSUs and earned PSUs would vest in full. | | (5) Represents the value of the shares that Mr. Limongelli would earn under his Special PSU Grant if he were terminated upon a change in control effective December 31, 2024 in which the per-share consideration were equal to the Year-End Closing Price. |

  64. Potential Payments Upon Termination or Change in Control Table

    | (6) Represents the target-level value of unearned and unvested 2024 PSUs held by the applicable NEO as of December 31, 2024, based on the Year-End Closing Price. Upon a December 31, 2024 termination of employment without cause or a resignation for good reason, in each case within 18 months of a change in control, the 2024 PSUs would vest in full at their target level. | | (7) In accordance with SEC rules, figures in the column entitled “Termination by Company without Cause or by NEO for Good Reason, without a Change in Control” represent amounts actually paid or payable to Mr. Moynahan pursuant to his separation agreement with the Company dated February 7, 2025. Figures in the column entitled “Termination by Company without Cause or by NEO for Good Reason, following a Change in Control” represent amounts potentially payable to Mr. Moynahan under the Tail Period provisions of his 2021 PSU Agreement. | | (8) Except for Mr. Limongelli’s Special PSU Grant, equity awards vest in full upon termination of employment due to the death or disability of the applicable NEO. Disability means the NEO being unable to perform his or her duties to the Company for a period of at least 120 continuous days as a result of a mental or physical condition. |

  65. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following tables and related disclosures provide information about (i) the “total compensation” of our principal executive officers (the “PEOs”) and our other named executive officers (the “Other NEOs”) as presented in the Summary Compensation Table on page 50 (the “SCT Amounts”), (ii) the “compensation actually paid” to our PEOs and our Other NEOs, as calculated pursuant to the SEC’s pay-versus-performance rules (the “CAP Amounts”), (iii) certain financial performance measures, and (iv) the relationship of the CAP Amounts to those financial performance measures. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K (“Item 402(v)”) under the Exchange Act. The CAP Amounts do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable years but instead are amounts determined in accordance with Item 402(v). CAP Amounts are influenced by numerous factors, including but not limited to, the timing of new grant issuances and outstanding grant vesting; executive departures and new hires; share price volatility; and general stock market trends during the fiscal year. The Compensation Committee does not utilize CAP Amounts as the basis for making compensation decisions. For information on how the Compensation Committee assessed the Company’s performance and established compensation for the NEOs, see “Compensation Discussion and Analysis” in this Proxy Statement and in the proxy statements for 2020, 2021, 2022 and 2023. During the five-year period from January 1, 2020 to December 31, 2024, we had a total of four different PEOs (Victor Limongelli, Matthew Moynahan, Steven Worth and Scott Clements). Mr. Worth served as interim CEO from Mr. Clements’ departure on August 2, 2021 until Mr. Moynahan’s hire on November 29, 2021 and Mr. Limongelli served as interim CEO from January 4, 2024 until his appointment as President and CEO on July 31, 2024.

  66. Pay Versus Performance Table

    Pay Versus Performance Table

  67. Pay Versus Performance Table

    | | Summary Comp. | Summary Comp. | Summary Comp. | Summary Comp. | Compensation | 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) | Total Revenue (in thousands)(4) | | Year (1) | Table Total for First PEO (Clements) | Table Total for Second PEO (Worth) | Table Total for Third PEO (Moynahan) | Table Total for Fourth PEO (Limongelli) | Actually Paid to First PEO (Clements)(2) | Actually Paid to Second PEO (Worth)(2) | Actually Paid to Third PEO (Moynahan)(2) | Actually Paid to Fourth PEO (Limongelli)(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) | (b4) | (c1) | (c2) | (c3) | (c4) | (d) | 0 | (f) | (g) | (h) | (i) | | 2024 | $— | $— | $1,137,291 | $7,116,820 | $— | $— | $(3,471,939) | $8,961,820 | $880,321 | $1,586,083 | $108.26 | $301.44 | $54,243 | $243,179 | | 2023 | $— | $— | $8,530,215 | $— | $— | $— | $1,527,258 | $— | $1,188,087 | $701,571 | $62.60 | $221.06 | $(29,799) | $235,106 | | 2022 | $— | $— | $3,554,030 | $— | $— | $— | $(83,597) | $— | $953,533 | $817,073 | $65.35 | $132.79 | $(14,334) | $219,006 | | 2021 | $4,230,105 | $1,837,719 | $7,111,207 | $— | $(1,288,522) | $1,287,056 | $7,179,957 | $— | $799,360 | $(56,409) | $98.89 | $206.76 | $(30,584) | $214,481 | | 2020 | $2,928,691 | $— | $— | $— | $3,280,723 | $— | $— | $— | $1,461,165 | $1,626,880 | $120.79 | $149.98 | $(5,455) | $215,691 |

  68. Pay Versus Performance Table

    | (1) | The named executive officers included in the tables above are: | | | Year | PEOs | Other NEOs | | 2024 | Matthew Moynahan (former CEO), Victor Limongelli (CEO and former interim CEO) | Jorge Martell (CFO), Lara Mataac (General Counsel), Ashish Jain (CTO) | | 2023 | Matthew Moynahan | Jorge Martell, Lara Mataac | | 2022 | Matthew Moynahan | Jorge Martell, Lara Mataac, Jan Kees van Gaalen (former interim CFO), Steven Worth (former General Counsel) | | 2021 | Scott Clements (former CEO), Steven Worth (former interim CEO), Matthew Moynahan | Mark Hoyt (former CFO), John Bosshart (former interim CFO), Jan Kees van Gaalen | | 2020 | Scott Clements | Mark Hoyt | | (2) | The following tables describe the adjustments, each of which is prescribed by Item 402(v), to calculate the CAP Amounts from the SCT Amounts. Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the SCT Amounts. However, the SCT Amounts and aggregate value for stock awards included in the SCT Amounts (the "Stock Award Values") for Mr. Clements 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. | |

  69. Pay Versus Performance Table

    Adjustments to PEO SCT Amounts:

  70. Pay Versus Performance Table

    | | 2024 | | 2023 | 2022 | 2021 | | | 2020 | | | PEO (Limongelli) | PEO (Moynahan) | PEO (Moynahan) | PEO (Moynahan) | First PEO (Clements) | Second PEO (Worth) | Third PEO (Moynahan) | PEO (Clements) | | Adjustments | | | | | | | | | | SCT Amounts | $7,116,820 | $1,137,291 | $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 | $(5,161,000) | $— | $(7,866,015) | $(2,500,000) | $(2,976,700) | $(1,061,101) | $(7,065,625) | $(2,202,484) |

  71. Pay Versus Performance Table

    | Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end | $7,006,000 | $— | $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 | $— | $(112,249) | $(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 | $— | $(6,643) | $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 | $— | $(4,490,338) | $— | $— | $(2,974,196) | $— | $— | $— |

  72. Pay Versus Performance Table

    | 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) | $8,961,820 | $(3,471,939) | $1,527,258 | $(83,597) | $(1,288,522) | $1,287,056 | $7,179,957 | $3,280,723 |

  73. Pay Versus Performance Table

    Adjustments to SCT Other NEO amounts:*

  74. Pay Versus Performance Table

    | | 2024 Other NEOs | 2023 Other NEOs | 2022 Other NEOs | 2021 Other NEOs | 2020 Other NEOs | | Adjustments | | | | | | | SCT Amounts | $880,321 | $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 | $(410,518) | $(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 | $574,249 | $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 | $158,676 | $(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 | $383,355 | $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) | $1,586,083 | $701,571 | $817,073 | $(56,409) | $1,626,880 |

  75. Pay Versus Performance Table

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

  76. Pay Versus Performance Table

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

  77. Pay Versus Performance Table

    | (4) Total Revenue was determined to be the most important financial performance measure linking “compensation actually paid” to the Company’s performance for 2024 and therefore was selected as the 2024 “company selected measure” as defined in Item 402(v). Total Revenue and how it is used in our incentive programs is discussed in the Compensation Discussion and Analysis beginning on page 39. |

  78. 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 21, 2025, and then sorted those employees from highest to lowest total U.S. dollar compensation. We included all employees employed by us on December 31, 2024, using their compensation rates in effect as of February 21, 2025, 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 2024 Summary Compensation Table above, which was $7,116,820. Pursuant to Instruction 10 of Item 402(u) of Regulation S-K, because Mr. Limongelli was not our CEO for the entirety of the fiscal year ended December 31, 2024, we are using an annualized annual total compensation estimate of $7,127,355 for of pay ratio calculation purposes. The total annual compensation for the median employee calculated in this manner was $101,572, which resulted in a ratio of CEO annual total compensation to the annual total compensation of the Company’s median employee of 71 to 1.

  79. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We use a combination of cash and equity-based incentive compensation to attract and retain qualified candidates to serve on our Board. We seek to provide our directors with a total economic value that adequately compensates them for 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, in January 2024, the Board determined, upon recommendation of the Management Development and Compensation Committee, that no change was warranted to the Company's director compensation program, and as a result, that 2024 director compensation would remain unchanged from 2023 and 2022 levels, as follows:

  80. 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 |

  81. DIRECTOR COMPENSATION

    We do not pay separate director fees for meeting attendance. For 2024, the cash fees and annual retainers were paid on a quarterly basis in cash. In August 2024, the Committee recommended, and the Board approved, a one-time cash payment of $50,000 to each of Mr. Nietzel and Mr. McConnell in recognition of the atypical and significant time and effort devoted by them to the Company’s CEO transition and related matters in late 2023 and early 2024. Mr. McConnell recused himself from the Management Development and Compensation Committee vote on this matter, and both Mr. McConnell and Mr. Nietzel recused themselves from the Board vote. On January 9, 2024, the Company's non-employee directors each were awarded 12,914 deferred RSUs. The awards vested on January 9, 2025, 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. 2024 equity awards to non-employee directors were in the form of deferred RSUs, and therefore the shares of Common Stock underlying these RSUs are not delivered to a director until the earlier of the director’s cessation of service on our Board or a change in control of OneSpan.

  82. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE The table below sets forth the fees earned by each non-employee director in 2024.

  83. 2024 DIRECTOR COMPENSATION TABLE

    | Name (1) | Fees Earned or Paid in Cash | | Stock Awards (2) | | Total | | | Marc Boroditsky | | 45,000 | | 125,008 | | 170,008 | | Garry Capers | | 52,500 | | 125,008 | | 177,508 | | Sarika Garg | | 54,000 | | 125,008 | | 179,008 | | Marianne Johnson | | 54,000 | | 125,008 | | 179,008 | | Michael McConnell | | 112,000(3) | | 125,008 | | 237,008 | | Alfred Nietzel | | 140,000(3) | | 125,008 | | 265,008 | | Marc Zenner | | 60,000 | | 125,008 | | 185,008 |

  84. 2024 DIRECTOR COMPENSATION TABLE

    (1) Mr. Moynahan, our former CEO and a member of the Board until his departure on January 4, 2024, is not reflected in this table because as an employee director, he did not receive any additional compensation for his service on our Board. (2) On January 9, 2024, each of the Company’s non-employee directors were awarded 12,914 deferred RSUs. The aggregate number of unvested stock awards outstanding on December 31, 2024 for each of our non-employee directors serving on that date was 12,914 RSUs. (3) Includes the one-time cash awards described above under "Director Compensation".