OneSpan Inc. appointed Victor Limongelli as new CEO

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


On January 4, 2024, the Board of Directors (the "Board") of OneSpan Inc. (the "Company", "OneSpan", "we", or "our") appointed Victor Limongelli as Interim Chief Executive Officer, effective immediately. 


Mr. Limongelli replaces Matthew Moynahan, whose employment as the Company's President and Chief Executive Officer was terminated without cause on January 4, 2024 immediately prior to Mr. Limongelli's appointment. Under the previously disclosed Amended and Restated Employment Agreement, dated February 27, 2023, between the Company and Mr. Moynahan (the "Employment Agreement"), subject to Mr. Moynahan's timely execution and non-revocation of a separation and release agreement, which includes a release of claims against the Company and its affiliates, Mr. Moynahan will be entitled to receive the payments and benefits associated with a termination without cause as set forth in the Employment Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference.


Also on January 4, 2024, pursuant to the terms of the Employment Agreement, Mr. Moynahan was deemed to have automatically resigned from the Board concurrently with the termination of his employment. In connection with Mr. Moynahan's resignation, the Board reduced the size of the Board from eight to seven directors. Since Mr. Moynahan's resignation was automatic under the terms of the Employment Agreement, it did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices.


Mr. Limongelli, age 57, is a seasoned software executive who most recently served as Chief Executive Officer at BQE Software, a private SaaS company providing billing, accounting, and similar functionality to professional services firms, from September 2021 to April 2023. From April 2018 to August 2021, he served as Chief Executive Officer of MobileCause, Inc., a private equity-backed SaaS company focused on fundraising and donor engagement for nonprofits, and from November 2015 to April 2018, he was initially Chairman of the Board and then Chief Executive Officer of AccessData Group, a privately held security software company. From May 2003 through November 2014, Mr. Limongelli held a number of executive positions with Guidance Software, Inc., a publicly traded security software company, including over 9 years as President and 7 years as its Chief Executive Officer. Mr. Limongelli received an A.B. from Dartmouth College and a J.D. from Columbia University. No family relationships exist between Mr. Limongelli and any of the Company's directors or other executive officers. There are no other arrangements between Mr. Limongelli and any other person pursuant to which he was selected as an officer, nor are there any transactions to which the Company is or was a participant and in which Mr. Limongelli has a material interest subject to disclosure under Item 404(a) of Regulation S-K.


In connection with Mr. Limongelli's appointment, the Company and Mr. Limongelli entered into an Interim CEO Employment Agreement dated January 4, 2024 (the "Interim CEO Agreement"). The Interim CEO Agreement provides that the Company will pay Mr. Limongelli a base salary of $75,000 per month for a term of six months, which term may be extended at the sole discretion of the Company for up to an additional three months. Either the Company or Mr. Limongelli may terminate the agreement without cause with 14 days' prior written notice. Under the Interim CEO Agreement, Mr. Limongelli will have the opportunity to earn a cash bonus of between $300,000 and $1.5 million, with the payment and amount of this bonus, if any, to be at the sole discretion of the Board. Mr. Limongelli is not entitled to any equity grants or severance benefits under the Interim CEO Agreement. The foregoing description is qualified in its entirety by the Interim CEO Agreement, a copy of which is attached as Exhibit 10.2 hereto and is incorporated by reference herein.


On January 5, 2024, the Company issued a press release announcing the departure of Mr. Moynahan and appointment of Mr. Limongelli. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.