Victor Limongelli

President and Chief Executive Officer at OneSpan

Since July 31, 2024

Age

58 years

Education

Holds an A.B. from Dartmouth College and a J.D. from Columbia University.

Tenure

Joined OneSpan Inc. as Interim Chief Executive Officer on January 4, 2024 and was promoted to President and Chief Executive Officer on July 31, 2024.

Also at OneSpan

Jorge Martell

Chief Financial Officer (CFO)

Lara Mataac

General Counsel, Chief Compliance Officer, and Corporate Secretary

About

Victor Limongelli is a seasoned executive currently serving as the President and Chief Executive Officer at OneSpan Inc. He is 58 years old and has a strong educational background, holding an A.B. from Dartmouth College and a J.D. from Columbia University.

Prior to his current role, he built an extensive leadership record at several prominent technology companies, including Guidance Software, AccessData Group, MobileCause Inc., and BQE Software, where he held various executive positions that honed his expertise in the software and security sectors.

At OneSpan Inc., his tenure began when he joined as Interim Chief Executive Officer on January 4, 2024 and he was subsequently promoted to President and Chief Executive Officer on July 31, 2024. His leadership is viewed as central to driving the company's strategic transformation and operational success.

$OSPN Performance Under Victor Limongelli

Past Roles

Organization	Role	Date Range	Details
OneSpan Inc.	Interim Chief Executive Officer	January 4, 2024 – July 31, 2024	Transitioned to President & CEO on July 31, 2024
BQE Software, Inc.	Chief Executive Officer	September 2021 – April 2023	Privately held SaaS company providing billing and accounting solutions
MobileCause, Inc.	Chief Executive Officer	April 2018 – August 2021	Private equity-backed SaaS company focused on fundraising and donor engagement
AccessData Group	Chairman of the Board / Chief Executive Officer	November 2015 – April 2018	Privately held security software company
Guidance Software, Inc.	Various Executive Positions (including President for over 9 years and CEO for 7 years)	May 2003 – November 2014	Publicly traded security software company

Fixed Compensation

Data from FY 2024

Component Name	Amount	Payment Schedule	Additional Details
Base Salary	$600,000	Annually (2024)	Initial annual base salary
Sign-On Bonus - Discretionary	$500,000	As per interim agreement	Earned under interim agreement
Sign-On Bonus - Additional	Up to $500,000	Remainder of 2024, determined at Board’s discretion	Based on performance in 2024
Qualifying Termination Severance - Base Salary	$600,000	Paid over 12 months following a Qualifying Termination	Continued payment of base salary if terminated without Cause or for Good Reason
Qualifying Termination Severance - Bonus Payment	$600,000	One installment with first severance payment	Payment equal to target bonus amount
Qualifying Termination Severance - COBRA Premiums	N/A	Up to 12 months	Company-paid COBRA premiums subject to employee election
Change in Control Severance Benefits	Not provided	N/A	No specific terms or amounts for 2024

Performance Compensation

Data from FY 2024

Annual Cash Incentive Bonus

Metric	Details
Performance Metrics	2024 Revenue, 2024 Adjusted EBITDA, and 2024 Rule of 40 Attainment (each weighted 1/3rd)
Grant Date	July 31, 2024
Equity Awards	100,000 restricted stock units and 300,000 performance-based RSUs
Vesting Schedule for RSUs	Approximately equal installments on July 31, 2025, January 4, 2026, and January 4, 2027
Evaluation Period	Second half of 2024 performance period

Special PSU Grant

Metric	Details
Grant Date	July 31, 2024
Performance Metrics	Achievement of Price Goals based on a 45-Day VWAP at $18.00, $20.00, and $22.00
Vesting Conditions	One-third of the RSUs vest upon certification of each Price Goal along with a continued service requirement through July 31, 2025
Performance Period	From July 31, 2024 to the fourth anniversary of the grant date
Grant Date Fair Value / Stock Price	Not provided

No further details on thresholds, targets, or maximum caps are provided in the documents.