OneSpan (OSPN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 6, 2025, to be held virtually; record date is April 8, 2025.

• Key business: election of seven directors, advisory vote on executive compensation, approval of an amendment to the 2019 Omnibus Incentive Plan, and ratification of KPMG as auditor.

• Company focuses on secure authentication and digital agreements, serving over 60% of the world’s largest banks.

• 2024 financial highlights: $243.2M revenue (+3%), $57.1M net income, $72.5M adjusted EBITDA, and both business segments profitable.

Voting matters and shareholder proposals

• Proposal 1: Elect seven independent directors to serve until the 2026 annual meeting.

• Proposal 2: Advisory (non-binding) approval of 2024 named executive officer compensation.

• Proposal 3: Approve amendment to 2019 Omnibus Incentive Plan, increasing available shares by 1,500,000.

• Proposal 4: Advisory ratification of KPMG as independent auditor for 2025.

• Board unanimously recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of seven independent directors; Garry Capers to become Chair effective June 7, 2025.

• Board committees: Audit, Corporate Governance and Nominating, and Management Development and Compensation, with refreshed memberships effective June 7, 2025.

• Board diversity emphasized through varied backgrounds and skills; annual independence review conducted.

• Board leadership structure separates CEO and Chair roles.

• Regular board and committee self-evaluations, risk oversight, and executive sessions held.