OSPNOneSpan Inc.

Pay and votes (proxy statement)

Before its yearly shareholder meeting, a company sends out a proxy statement, filed with the SEC as a DEF 14A. It says what shareholders will vote on, who sits on the board, and how the top managers are paid, set against how the shares did. Here are the key parts of OneSpan's latest one. Open the full statement.

The yearly meeting

Jun52026

Shareholders meet on Jun 5, 2026 to vote. Anyone who owns shares on the record date can vote, usually online, even without attending.

Audit firm put forward for approval: KPMG LLP

Proxy statement filed Apr 23, 2026.

The boss's pay next to a typical employee's

The chief executive was paid about 31× what the employee in the exact middle of the company's pay scale earned (the CEO pay ratio).

Each square is one typical employee's yearly pay; together they add up to the chief executive's. The red square is one employee for scale. Ratios vary a lot between industries: a company with many part-time or overseas workers has a lower middle wage.

“The total annual compensation for the median employee was $118,504, which resulted in a ratio of CEO annual total compensation to the annual total compensation of the Company’s median employee of 31 to 1.”

What shareholders vote on

1ELECTION OF DIRECTORSShareholders vote on who sits on the board, the people who oversee the managers on their behalf.
2ADVISORY VOTE ON EXECUTIVE COMPENSATION"Say on pay": shareholders give their view on how the top managers are paid. The vote is advisory, so the board doesn't have to follow it.
3ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATIONHow often shareholders get a say on executive pay: every one, two or three years.
4VOTE TO APPROVE STOCK PLAN AMENDMENT TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER BY 2,000,000 SHARESApproving a plan that lets the company pay staff or directors in shares, which can add new shares over time.
5ADVISORY VOTE ON RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMShareholders confirm the outside firm that checks the accounts.

Titles as written in the statement. The board's recommendation is shown only where candor found it clearly stated.

Pay next to how the shares did

Since 2022, companies must show their bosses' pay next to how shareholders did. Two pay figures are given: the pay the board set for the year (from the summary pay table), and “compensation actually paid”, which re-values share awards at today's share price, so it rises and falls with the stock and can even be negative. Tap a year.

Chief executive's pay

20212022202320242025

Pay set for the year Actually paid (re-valued) Negative: share awards lost value

What $100 put into the shares became

20212022202320242025

OneSpan A group of similar companies it picked

Year to Dec 31, 2025 · chief executive: Victor Limongelli

Pay set for the chief executive: $3.6M

Actually paid, re-valued: −$478.3K

Other top managers, on average: $1.4M

$100 in its shares became: $64 (similar companies: $258)

Profit (net income): $72.9M

The measure it ties pay to (Total Revenue): $243.2M

Read straight from the tagged “pay versus performance” table in the proxy statement. The $100 figures assume $100 was invested at the start of the first year shown, with dividends reinvested.

Opening its proxy statement…Reading the pay tables…Finding what shareholders vote on…

The boss's pay next to a typical employee's

The chief executive was paid about 31× what the employee in the exact middle of the company's pay scale earned (the CEO pay ratio).

What shareholders vote on

1ELECTION OF DIRECTORSShareholders vote on who sits on the board, the people who oversee the managers on their behalf.

2ADVISORY VOTE ON EXECUTIVE COMPENSATION"Say on pay": shareholders give their view on how the top managers are paid. The vote is advisory, so the board doesn't have to follow it.

3ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATIONHow often shareholders get a say on executive pay: every one, two or three years.

4VOTE TO APPROVE STOCK PLAN AMENDMENT TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE THEREUNDER BY 2,000,000 SHARESApproving a plan that lets the company pay staff or directors in shares, which can add new shares over time.

5ADVISORY VOTE ON RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMShareholders confirm the outside firm that checks the accounts.

Titles as written in the statement. The board's recommendation is shown only where candor found it clearly stated.

Pay next to how the shares did