Victor Limongelli
About Victor Limongelli
Victor Limongelli is President and CEO of OneSpan (appointed CEO July 31, 2024; served as Interim CEO from January 4, 2024). He is a seasoned software operator (former CEO at BQE Software, MobileCause, AccessData; President/CEO at Guidance Software) with an A.B. from Dartmouth and a J.D. from Columbia; age 57 at appointment as Interim CEO . Under his leadership in 2024, OneSpan delivered total revenue of $243.2M, adjusted EBITDA of $72.6M, and Rule of 40 attainment of 33.3%; the company’s 2024 total shareholder return equated to $108.26 on a $100 base (vs peer group $301.44) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BQE Software | Chief Executive Officer | 2021–2023 | Led a private SaaS platform for professional services firms |
| MobileCause, Inc. | Chief Executive Officer | 2018–2021 | PE-backed SaaS; scaled fundraising/donor engagement platform |
| AccessData Group | Chairman, then Chief Executive Officer | 2015–2018 | Led privately held security software provider |
| Guidance Software, Inc. | President; Chief Executive Officer | 2003–2014 | Operated a public security software company for 7 years as CEO |
External Roles
- Not disclosed in company filings; no current public-company directorships listed for Limongelli .
Fixed Compensation
| Component | 2024 Details | Notes |
|---|---|---|
| Base salary (annual rate) | $600,000 as of 12/31/2024 | Established upon appointment as CEO on 7/31/2024 |
| Salary actually paid (2024) | $764,615 | Reflects Interim CEO period and CEO period in 2024 |
| Interim CEO monthly pay | $75,000 per month (six-month term, extendable 3 months) | No equity/severance under interim agreement |
| Interim discretionary bonus (H1 2024) | $500,000 paid for Interim period | Board discretion $300k–$1.5M range |
| Annual target bonus (FY 2024 CEO tenure) | $500,000 (83% of annualized base; FY component only) | From 2025, target bonus = 100% of base |
Performance Compensation
| Metric | Weight | Target | Actual | Payout vs target | Vesting/Payment |
|---|---|---|---|---|---|
| 2024 Total Revenue | 33.33% | Not disclosed | $243.2M | 82% | Paid as cash MIP |
| 2024 Adjusted EBITDA | 33.33% | Not disclosed | $72.6M | 125% | Paid as cash MIP |
| 2024 Rule of 40 Attainment | 33.33% | Not disclosed | 33.3% | 125% | Paid as cash MIP |
| Combined payout | — | — | — | 110.67% | $553,350 FY 2024 payout |
Equity Awards (structure and vesting)
| Award | Grant date | Shares/Structure | Vesting/Performance | Grant date fair value |
|---|---|---|---|---|
| Special RSU Grant | 7/31/2024 | 100,000 RSUs | Vests in approx. equal installments on 7/31/2025, 1/4/2026, 1/4/2027, subject to service | $1,480,000 |
| Special PSU Grant (target) | 7/31/2024 | 300,000 PSUs (market-based) | One-third vests upon each 45-Day VWAP Price Goal ($18.00, $20.00, $22.00) achieved within 7/31/2024–7/31/2028; plus service through later of goal certification or 7/31/2025; certain terminations accelerate earned PSUs | $3,681,000 (Monte Carlo) |
| Special PSU thresholds/caps | 7/31/2024 | Threshold 100,000; Maximum 300,000 | As above | — |
Additional change-in-control mechanics for special grants:
- Special RSU: Full vest on Qualifying Termination within 18 months of CoC or if acquirer does not assume/replace, immediate vesting prior to CoC .
- Special PSU: If CoC per-share consideration is $16–<$18, 150,000 PSUs vest (plus +50,000 if $18 goal achieved prior); $18–<$20 vests 225,000 (plus +25,000 if $20 goal achieved prior); $20–$22 vests 300,000 (no additional if $22 goal already achieved); others forfeited .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 4/8/2025) | Not reported (—) for Limongelli; less than 1% of class |
| Outstanding awards since 2019 Plan inception (to 4/8/2025) | RSUs: 137,788; PSUs: 413,362 (PSUs include Special PSU Grant at 300,000 at maximum; other PSUs shown per footnote) |
| Shares pledged/hedged | Prohibited by Insider Trading Policy (no hedging, no pledging; no margin or derivative transactions) |
| Ownership guidelines | CEO must hold equity ≥ 300% of base salary within 3 years of appointment; CFO 150% |
| Clawback | Dodd-Frank Compensation Recovery Policy applies to incentive-based comp; equity agreements include recoupment for restatements |
Employment Terms
- Interim CEO Agreement (effective Jan 4, 2024): Monthly salary $75,000; term six months (extendable three months at company option); discretionary bonus $300,000–$1.5M (Board discretion); either party may terminate without cause with 14 days’ notice; no equity or severance benefits under interim agreement; contains post-employment assistance and dispute resolution provisions .
- Executive Employment Agreement (dated July 31, 2024): Initial term two years; auto-renews; if terminated without Cause, non-renewed by company, or resigns for Good Reason (Qualifying Termination): 12 months base salary severance, lump-sum payment equal to then-current target bonus, and up to 12 months company-paid COBRA (subject to release); includes confidentiality and 12-month employee non-solicitation covenants .
- Change-in-Control (double trigger): For Qualifying Termination within 18 months of CoC, severance as above (salary-based severance paid in lump sum) and special equity acceleration terms for the Special RSU/PSU grants; if acquirer does not assume/continue RSUs, those unvested RSUs vest immediately prior to CoC .
- Company-wide plan features: No automatic single-trigger equity acceleration; double-trigger required; no repricing of options/SARs; minimum one-year vesting (with 5% plan carve-out); administered by independent committee .
Investment Implications
- Pay-for-performance alignment: 2024 cash incentive tied to revenue, adjusted EBITDA, and Rule of 40 with balanced 33% weightings; payout at 110.67% driven by EBITDA and Rule of 40 overachievement, supporting operational focus during leadership transition . The CEO also received a one-time interim bonus recognizing execution on efficiency/profitability, indicating Board reinforcement of near-term operating improvements .
- Equity incentives emphasize durable value: Special PSUs vest on 45-day VWAP price hurdles ($18/$20/$22) over four years, mitigating short-termism; service requirements and double-trigger CoC protections further align long-term outcomes with shareholders .
- Retention risk appears moderate near term: CEO severance is 1x salary + 1x target bonus with 12 months COBRA (and CoC lump sum), combined with multi-year RSU/PSU vesting and stock ownership requirements (300% of salary), creating meaningful stickiness while avoiding shareholder-unfriendly practices (no hedging/pledging; no tax gross-ups; no option repricing) .
- Performance track record markers: 2024 delivered $243.2M revenue, $72.6M adjusted EBITDA, and 33.3% Rule of 40 under Limongelli’s first year; TSR for 2024 was +8.26% on a $100 base, below peer index performance, highlighting continued need to execute on profitable growth against peers .
Appendix: 2024 Summary Compensation Snapshot (CEO)
| Year | Salary | Bonus (Interim/Discretionary) | Stock Awards | Non-Equity Incentive (MIP) | All Other | Total |
|---|---|---|---|---|---|---|
| 2024 | $764,615 | $625,000 | $5,161,000 | $553,350 | $12,855 | $7,116,820 |