ONESPAN INC (OSPN)
Sector: Information Technology
2026 Annual Meeting Analysis
ONESPAN INC · Meeting: June 5, 2026
Directors FOR
0
Directors AGAINST
7
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Mr. Boroditsky has served since June 2019, giving him full tenure overlap with OneSpan's severe 3-year underperformance versus peers (OSPN lagged the peer group median by 62.2 percentage points over three years, far exceeding the 20-point trigger for a stock with negative absolute returns), and the 5-year record provides no relief as the gap there also exceeds the threshold.
Mr. Capers joined in April 2021, giving him more than three years of tenure and full overlap with the underperformance period; OneSpan's stock fell 30.8% over three years while the peer group median gained 31.4%, a gap of 62.2 percentage points that far exceeds the 20-point trigger, and the 5-year record similarly does not clear the threshold.
Ms. Garg has served since June 2021, covering more than three years and the full underperformance window; the 62.2 percentage point gap between OneSpan's 3-year return and the peer median far exceeds the policy's 20-point threshold, and the 5-year data provides no mitigating relief.
Ms. Johnson has served since March 2020, giving her more than five years of tenure and full overlap with the underperformance period; OneSpan's shares fell 30.8% over three years against a peer median gain of 31.4% (a 62.2-point gap exceeding the 20-point trigger), and the 5-year picture is equally weak, with a 34.4-point shortfall versus peers.
Mr. McConnell triggers the TSR underperformance test (same 62.2-point peer gap as other directors tenured since 2021) and also raises an overboarding concern — he currently sits on five public company boards (OneSpan, Beonic Limited, Powerfleet, QuickFee, and SPS Commerce), which exceeds the policy's four-board limit for non-executive directors; while he has stated an intent to reduce to four by August 2026, the reduction has not yet occurred.
Mr. Nietzel has served since November 2020 and has chaired the compensation committee throughout much of the underperformance period; OneSpan's shares lost 30.8% over three years while peer companies gained a median of 31.4%, a gap of 62.2 percentage points well above the 20-point trigger, and the 5-year track record similarly fails the threshold.
Dr. Zenner has served since June 2019 and chairs the audit committee; with more than six years of tenure he has full overlap with both the 3-year and 5-year underperformance periods — OneSpan trailed the peer median by 62.2 percentage points over three years and by 34.4 percentage points over five years, both exceeding the applicable policy thresholds.
For Analysis
All seven directors are voted AGAINST based on severe and sustained stock underperformance. Over the past three years OneSpan's stock fell roughly 31% while the company's own disclosed peer group gained a median of roughly 31%, a gap of 62.2 percentage points that far exceeds the policy's 20-point trigger for companies with negative absolute returns. The 5-year record provides no relief — OneSpan trailed peers by 34.4 percentage points over that window as well, so the 5-year mitigant does not apply. Additionally, Michael McConnell currently holds five public company board seats, exceeding the four-seat limit for non-executive directors.
Say on Pay
✓ FORCEO
Victor Limongelli
Total Comp
$3,627,046
Prior Support
N/A
The CEO's total reported compensation of approximately $3.6 million is reasonable for a small-cap technology company (market cap ~$419M) and does not appear to exceed benchmarks for the role at this size. The company's pay program is heavily weighted toward variable, performance-linked compensation — the proxy states that 75% of each named executive officer's 2025 equity awards were in the form of performance stock awards that vest only upon achievement of financial targets, which satisfies the policy's requirement that at least 50-60% of pay be variable and performance-based. While OneSpan has significantly underperformed its peers over three years, the pay level itself does not appear excessive relative to benchmarks for this market cap band, and the incentive structure shows genuine performance conditions rather than pay that vests regardless of outcomes.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
30 yrs
Audit Fees
$1,946,365
Non-Audit Fees
$154,876
KPMG has been OneSpan's auditor since 1996 — roughly 30 years — which exceeds the policy's 25-year tenure threshold that triggers a No vote; the proxy does not provide a specific and compelling rationale for continued engagement (such as a disclosed multi-year rotation plan or exceptional quality metrics), so the tenure trigger applies. The fee ratio is not a concern: non-audit fees (tax fees of $34,833 plus audit-related fees of $120,043, totaling approximately $154,876) represent about 8% of audit fees of $1,946,365, well within the 50% limit.
Overall Assessment
The OneSpan 2026 annual meeting ballot presents seven directors all recommended AGAINST due to severe stock underperformance — the company's shares have lost roughly 31% over three years while its own peer group gained a median of 31%, a 62-percentage-point gap that triggers the policy's underperformance threshold, with no relief from the 5-year record. The auditor ratification is also voted AGAINST solely due to KPMG's approximately 30-year tenure exceeding the policy's 25-year limit, while the say-on-pay vote receives a FOR as CEO compensation appears reasonable for the company's size and the pay program is genuinely performance-linked.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing