OneSpan Inc.OSPN
OneSpan Inc. Stock Compensation Disclosure
Share Compensation Plans
The Company has a share-based compensation plan, the OneSpan Inc. 2019 Omnibus Incentive Plan (“Plan”), under which the board of directors may grant share-based awards including restricted stock units (RSUs) and performance restricted stock units (PSUs).
The Plan may provide performance incentives to employees and non-employee directors, consultants and other key persons of the Company. The plan is administered by the Management Development and Compensation Committee (the "Compensation Committee") of the board of directors and is intended to be a non-qualified plan.
As of December 31, 2025, the remaining number of shares allowed to be issued under the Plan was approximately 2.1 million shares of the Company’s common stock, representing 6% of the issued and outstanding shares of the Company as of such date.
The following table presents share-based compensation expense and other long-term incentive plan compensation expense for the years ended December 31, 2025, 2024, and 2023.
| Years Ended December 31, | |||||||||||||||||
| (In thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Share-based compensation | $ | 11,196 | $ | 8,955 | $ | 14,252 | |||||||||||
| Other long-term incentive plan compensation (1) | 62 | 217 | 310 | ||||||||||||||
| Total compensation | $ | 11,258 | $ | 9,172 | $ | 14,562 | |||||||||||
(1) Other long-term incentive compensation consists of cash incentive grants awarded to employees located in jurisdictions where the Company does not issue share-based compensation due to tax, regulatory or similar reasons.
Time-Based Restricted Stock Units
Under the OneSpan Inc. 2019 Omnibus Incentive Plan, the Company grants non-employee directors and certain eligible employees RSUs that settle in Company stock. RSUs granted to non-employee directors vest on the first anniversary date of the grant and have a deferred delivery feature whereby they are not delivered until resignation or upon a change in control of the Company. RSUs granted to employees vest over to four years in equal annual or semi-annual installments in the initial year and thereafter in semi-annual installments. Shares are subject to forfeiture if the service period is not met. Compensation expense for time-based restricted stock unit awards was $7.5 million, $6.9 million, and $10.9 million for 2025, 2024, and 2023, respectively, and the related tax benefit was $1.6 million, $1.3 million, and $0.5 million, respectively. The following table summarizes the time-based restricted stock activity for the year ended December 31, 2025:
| (Sharecounts in thousands) | Shares | Weighted- average remaining term (years) | Weighted- average grant date fair value | ||||||||||||||
| Unearned, January 1, 2025 | 1,034 | 1.36 | $ | 12.47 | |||||||||||||
| Shares vested | (700) | 12.04 | |||||||||||||||
| Shares awarded | 417 | 15.91 | |||||||||||||||
| Shares forfeited | (62) | 13.80 | |||||||||||||||
| Unearned, December 31, 2025 | 689 | 2.52 | $ | 14.87 | |||||||||||||
The unamortized future compensation expense for time-based restricted stock awards was $6.9 million at December 31, 2025.
Performance-Based Restricted Stock Units settled in stock
Performance-based restricted stock units granted to executive officers and certain other employees were subject to achievement of one year performance criteria established by the Board of Directors. Under certain grants, shares related to one year targets are earned upon fulfillment of the performance criteria as determined by the Compensation Committee and vest upon completion of the requisite service period. Shares are subject to forfeiture if the performance criteria and the service period are not met.
The restricted stock units subject to achievement of future performance criteria awarded during the year ended December 31, 2025 will be earned if the performance criteria are met at the end of the one-year performance period and the subsequent service period is also met.
Compensation expense related to performance-based restricted stock unit awards in 2025, 2024, and 2023 was $1.9 million, $1.4 million, and $2.8 million, respectively. Tax benefit related to the compensation expense was $0.2 million, $0.2 million, and less than $0.1 million for 2025, 2024, and 2023, respectively.
The following table summarizes activity related to unvested performance restricted stock shares during 2025:
| (Sharecounts in thousands) | Total Unvested Shares | Weighted- average remaining term (years) | Weighted- average grant date fair value | ||||||||||||||
| Unearned, January 1, 2025 | 157 | 1.11 | $ | 12.83 | |||||||||||||
| Shares vested | (122) | 12.85 | |||||||||||||||
| Shares awarded | 377 | 16.17 | |||||||||||||||
| Shares forfeited | (40) | 14.50 | |||||||||||||||
| Unearned, December 31, 2025 | 372 | 1.05 | $ | 16.03 | |||||||||||||
Unamortized future compensation expense for performance-based restricted stock was $1.2 million at December 31, 2025.
Market-Based Restricted Stock Units settled in stock
Market-based restricted stock units granted to executive officers were subject to achievement of up to four years of market-based performance criteria established by the board of directors. Shares are subject to forfeiture if the performance criteria and service period are not met. Compensation expense for market-based restricted stock unit awards in 2025, 2024, and 2023 was $1.8 million, $0.7 million, and $0.6 million, respectively. The related tax benefit was less than $0.1 million in 2025, 2024, and 2023.
The following table summarizes activity related to unvested market and service restricted stock units settled in stock:
| (Sharecounts in thousands) | Shares | Weighted- average remaining term (years) | Weighted- average grant date fair value | ||||||||||||||
| Unearned, January 1, 2025 | 463 | 2.54 | $ | 11.99 | |||||||||||||
| Shares vested | (100) | 12.96 | |||||||||||||||
| Shares awarded | — | — | |||||||||||||||
| Shares forfeited | (163) | 11.46 | |||||||||||||||
| Unearned, December 31, 2025 | 200 | 2.58 | $ | 11.93 | |||||||||||||
Unamortized future compensation expense for market-based restricted stock was $1.5 million at December 31, 2025.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 26, 2026 | Showing above |
| 2023 | Mar 6, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Feb 22, 2022 | |
| 2020 | Feb 25, 2021 | |
| 2019 | Mar 16, 2020 | |
| 2018 | Mar 15, 2019 | |
| 2017 | Mar 8, 2018 | |
| 2016 | Mar 10, 2017 | |
| 2015 | Feb 29, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.