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OneSpan Inc.

For the period ended Jun 6, 2025. Filed Apr 23, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 6, 2025 · Filed Apr 23, 2025

OSPN$21.59-1.4%Stored close · as of Nov 6, 2026
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Contents

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.

Name and Principal Position · Year · Salary (1) · Bonus (2) · StockAwards (3) · Non-EquityIncentive PlanCompensation (4) · All OtherCompensation (5) · Total
Victor Limongelli
President and Chief Executive Officer and former Interim Chief Executive Officer2024$764,615$625,000$5,161,000$553,350$12,855$7,116,820
Jorge Martell
Chief Financial Officer2024$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 Counsel2024$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 Officer2024$18,750$—$550,004(6)$—$—$568,754
Matthew Moynahan
Former President and Chief Executive Officer2024$11,154$—$—$—$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
(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.
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