OneSpan Inc. appointed Steven R. Worth as new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, pursuant to that certain Cooperation Agreement by and among OneSpan Inc. (the "Company" or "OneSpan"), on the one hand, and Legion Partners Asset Management, LLC, a Delaware limited liability company, Legion Partners, L.P. I, a Delaware limited partnership, Legion Partners, L.P. II, a Delaware limited partnership, Legion Partners Offshore I SP I, a Delaware segregated portfolio company of Legion Partners Offshore Opportunities SPC I, a company organized under the laws of the Cayman Islands, Legion Partners, LLC, a Delaware limited liability company, Legion Partners Holdings, LLC, a Delaware limited liability company, Christopher S. Kiper, an individual, and Raymond T. White, an individual, on the other hand, John N. Fox, Jr. will resign from the Company's Board of Directors (the "Board") on or prior to September 30, 2021.

On July 29, 2021, Mr. Fox notified the Board that he will resign from the Board effective August 4, 2021. Mr. Fox did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.


In addition, on August 4, 2021, the Company announced that Scott M. Clements, the Company's President and Chief Executive Officer and a director, left the Company (including the Board) effective August 2, 2021. Mr. Clements' departure is not related to any disagreement with the Company on any matter relating to its operations, policies or practices. Mr. Clements' employment agreement with the Company dated December 1, 2015, as amended effective November 15, 2016 and July 28, 2017, provides that he will receive certain severance payments in connection with a termination without Cause (as defined therein), subject to his execution of a customary release in form and substance reasonably acceptable to the Company. For a description of such compensation, please refer to the Company's definitive proxy statement for the Company's 2021 annual meeting of stockholders filed on April 26, 2021.

On August 4, 2021, the Company announced the appointment of Steven R. Worth as Interim President and Chief Executive Officer, effective August 2, 2021. Mr. Worth has served as OneSpan's General Counsel, Chief Compliance Officer and Corporate Secretary since 2016 and has served as OneSpan's Interim Chief Financial Officer and Treasurer since June 9, 2021. Following his appointment as Interim President and Chief Executive Officer, he continues to serve in the roles of General Counsel, Chief Compliance Officer and Corporate Secretary and has executive responsibility for information security, legal, compliance and intellectual property matters. Mr. Worth brings more than 25 years of experience across software, technology, consulting and legal industries. Prior to joining OneSpan, he was an Executive Vice President and General Counsel at SilkRoad Inc., a cloud-based provider of human capital management software, from 2011 to 2016. Prior to that, Mr. Worth served as Vice President, General Counsel and Corporate Secretary of Diamond Management and Technology Consultants (formerly NASDAQ: DTPI), an international publicly-traded technology services firm, from 2005 to 2010. Before his corporate roles, Mr. Worth practiced law with a large international firm. He holds an MBA and JD from the University of Wisconsin-Madison, and he has a BS in Industrial and Labor Relations from Cornell University. Mr. Worth is 51 years old. Mr. Worth does not have any family relationships with the Company's directors or executive officers and is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Worth and any other person pursuant to which he was selected as Interim President and Chief Executive Officer.

At this time, any compensation adjustments in connection with Mr. Worth's appointment have not been determined. The Company will file an amendment to this Current Report on Form 8-K disclosing any compensation adjustments made in connection with Mr. Worth's appointment if and when they have been determined.

On August 4, 2021, in connection with Mr. Worth's appointment as Interim President and Chief Executive Officer, the Company announced the appointment of John W. Bosshart as Interim Chief Financial Officer and Treasurer, effective August 2, 2021. Mr. Bosshart has served as OneSpan's Chief Accounting Officer since November 2020 and has over 25 years of accounting, finance and operational experience in high-growth technology companies throughout the company lifecycle, including startups, IPOs and acquisitions and divestitures. Prior to joining OneSpan, from June 2018 to November 2020, he was the Chief Accounting Officer at Innerworkings, Inc. (Nasdaq: INWK), a marketing firm where he helped to streamline and implement important accounting and operational improvements. From March 2015 through June 2018, he was the Controller of Outcome Health (formerly ContextMedia Health), a privately held healthcare technology company. Mr. Bosshart also was Chief Accounting Officer at Orbitz Worldwide Inc. (former NYSE: OWW), through its sale to a private equity fund and its eventual return to the public markets. In addition, Mr. Bosshart previously held accounting and finance roles at Groupon, Inc. (Nasdaq: GRPN), Divine Interventures Inc. (former Nasdaq: DVIN), Platinum Technology International, Inc. (former Nasdaq: PLAT) and Concerto Software. Mr. Bosshart began his career in KPMG's audit practice. He holds a BA in Accounting from Northern Illinois University and is a certified public accountant (inactive). Mr. Bosshart is 51 years old. Mr. Bosshart does not have any family relationships with the Company's directors or executive officers and is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Bosshart and any other person pursuant to which he was selected as an officer.




At this time, any compensation adjustments in connection with Mr. Bosshart's appointment have not been determined. The Company will file an amendment to this Current Report on Form 8-K disclosing any compensation adjustments made in connection with Mr. Bosshart's appointment if and when they have been determined.