🧾 What This Document Is — A Guide to Your Vote

This is a definitive proxy statement (Form DEF 14A) for OneSpan Inc. Think of it as an invitation and instruction manual for the company's annual shareholder meeting. It tells you what's on the agenda, explains each item in detail, and asks for your vote on key issues. The goal is to ensure shareholders (the owners) have all the information they need to make informed decisions about the company's leadership and policies.

👉 Why it matters: Your shares give you voting rights. This document is how the company exercises its duty to inform you before you cast those votes.

🏢 What The Company Does

In simple terms, OneSpan helps banks and other organizations secure their digital interactions. They operate in two main areas:

1. Cybersecurity: Protecting identities and securing mobile apps with tools like advanced authentication and fraud prevention.
2. Digital Agreements: Providing secure e-signatures and digital document workflows to make business faster and safer.

They serve over 60% of the world's 100 largest banks, processing millions of digital agreements and billions of security checks annually across more than 120 countries. It's a company focused on trust in the digital age.

📅 The Meeting & How To Vote

• When: June 5, 2026, at 11:00 a.m. Eastern Time.
• Format: Virtual only. You can't attend in person; you must join online at www.virtualshareholdermeeting.com/OSPN2026.
• Record Date: You could vote if you owned shares as of the close of business on April 8, 2026. As of that date, there were 37,071,341 shares outstanding.
• Your Vote is CRITICAL: The company strongly urges you to vote your proxy in advance by internet, phone, or mail—even if you plan to attend the virtual meeting.

🗳️ What You're Voting On (The 5 Proposals)

The Board unanimously recommends voting FOR all proposals except Proposal 3, where they recommend ONE YEAR.

Proposal	What It Is	Board's Recommendation
1. Elect Directors	Vote to elect 7 board members for one-year terms.	FOR each nominee
2. Approve Pay (Advisory)	A "say-on-pay" vote on executive compensation.	FOR
3. Vote on Pay Vote Frequency	Decide how often you'll vote on pay: every 1, 2, or 3 years.	ONE YEAR
4. Increase Stock Plan Shares	Add 2,000,000 new shares to the employee incentive plan.	FOR
5. Ratify Auditors (Advisory)	Approve the selection of KPMG LLP as the independent accounting firm for 2026.	FOR

👥 Meet the Board Nominees

The seven people nominated to run the company are all considered independent (no material ties to the company besides being a director). The board highlights their diverse skills, which you can see in a matrix on page 9 of the filing. Key experience areas across the board include:

• Technology & Cybersecurity (all 7 nominees)
• Banking/Financial Services (4 nominees)
• M&A and Corporate Finance (6 nominees)
• Public Company Board Experience (all 7 nominees)

Key Individuals:

• Garry Capers (Chair): Former consulting manager at Bain, executive at ADP and Equifax. Now leads B2B Payments at Deluxe Corporation.
• Victor Limongelli (CEO & President): Not up for election but leads management. His compensation is detailed in the filing.

💰 Executive Compensation Snapshot

This section details how the top executives were paid. For the CEO, Victor Limongelli, his total compensation for 2025 was $5,178,205. This is comprised of:

• Base Salary: $550,000
• Stock Awards: $3,199,945
• Non-Equity Incentive (Cash Bonus): $975,000
• Other Compensation (401k match, etc.): $453,260

The philosophy is to tie pay to company performance and shareholder interests, using a mix of salary, annual cash bonuses, and long-term stock awards that vest over time.

💸 The Stock Plan Amendment (Proposal 4)

This is a key proposal. The company wants to increase the number of shares available for issuance under its 2019 Omnibus Incentive Plan by 2,000,000 shares.

• Why? Companies use stock-based pay to attract and retain talent. The current pool is running low, and they need more shares to continue this practice.
• Why it matters to you: Approving this creates more potential dilution (your ownership % could decrease if new shares are issued). However, it's also a tool to incentivize the team running the company.

🔍 Other Important Governance Details

• Board Committees: The work is divided into three main groups: Audit (oversees finances and auditors), Management Development & Compensation (sets pay), and Corporate Governance & Nominating (finds directors and oversees rules).
• Risk Oversight: The Board's role is to oversee major risks—from financial and legal to cybersecurity—and they discuss these with management regularly.
• Independent Auditor: The company proposes to reappoint KPMG LLP as its independent auditor for 2026. Shareholders are asked to ratify this choice.
• Related Party Transactions: The board reviewed a commercial relationship where Cox Automotive (where director Marianne Johnson is an executive) uses OneSpan's e-signature solution and determined it does not impair her independence.

⚖️ Big Picture

👍 Strengths:

• Strong Governance: All board members are independent, with structured committees and clear oversight processes.
• Relevant Expertise: The board has deep, relevant experience in tech, security, and finance, which aligns with OneSpan's business.
• Transparent Process: The proxy provides detailed rationale for pay decisions and director qualifications.

⚠️ Risks & Considerations:

• Dilution: Approving Proposal 4 will increase the share pool, which can dilute existing shareholders.
• Advisory Votes: Proposals 2, 3, and 5 are "advisory," meaning management isn't legally bound to follow them, though they carry significant weight.
• Virtual Meeting Limitations: The all-virtual format may feel less engaging for some shareholders compared to in-person meetings.

🧠 The Analogy

Think of this document as the annual report card and town hall agenda for the school you own a piece of. You're being asked to re-elect the school board (Proposal 1), give a thumbs-up to the principal's salary (Proposal 2), decide how often you'll check on that salary (Proposal 3), approve buying new library books (Proposal 4, representing shares for employee incentives), and rubber-stamp the hiring of the outside accounting firm that audits the school's books (Proposal 5).

🧩 Final Takeaway

This proxy is your chance to influence OneSpan's future. The most impactful action is to review the director slate and the request for 2 million new employee stock options. Your vote on these items directly shapes the company's leadership and its ability to incentivize talent. The board recommends support for all proposals, arguing it supports strong governance and strategic execution.