OneSpan (OSPN) Proxy filing summary

Voting matters and shareholder proposals

• Stockholders are encouraged to vote "FOR" all director nominees, including Mr. McConnell, at the 2026 Annual Meeting scheduled for June 5, 2026.

• ISS recommended voting for all nominees except Mr. McConnell due to concerns about overboarding, as he serves on six boards considered public by ISS.

• Mr. McConnell plans to reduce his public company board commitments by August 2026 to meet ISS's overboarding guidelines.

Board of directors and corporate governance

• Mr. McConnell has maintained a 97% attendance rate at board and committee meetings over five years, the highest among directors.

• He has served as Chair of the compensation committee during a period of executive leadership changes and as an active audit committee member.

• Most of his board meetings are remote, reducing travel time and supporting his ability to serve effectively.

• His board roles include both U.S. and Australian companies, with differing reporting cycles that help balance his workload.

Executive compensation and say-on-pay

• Mr. McConnell chaired the compensation committee during a period of significant executive leadership transitions, requiring increased committee workload.