PROXY STATEMENT

FOR

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 13, 2018

12, 2019

This Proxy Statement is furnished by the Board of Directors of VASCO Data Security International,OneSpan Inc. (“Company, “VASCO,“OneSpan,” “we,” “us” or “our”), in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders to be held on Wednesday, June 13, 2018,12, 2019, commencing at 10:00 a.m., local time, at our principal executive offices located at 121 West Wacker Drive, Suite 2400, Chicago, IL 60601, and at any postponement or adjournment thereof. Directions may be obtained by calling (312) 766-4001.766‑4001. Holders of record of shares of our common stock at the close of business on April 16, 2018,15, 2019, will be entitled to vote on all matters to properly come before the Annual Meeting. Each share of common stock that you own entitles you to one vote.

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholder

Meeting To Be Held on June 13, 2018:12, 2019:

The Company’s Proxy Statement and Annual Report on Form 10-K10‑K are available at: http://www.vasco.com/investors.

investors.onespan.com.

If you received a notice of internet availability of proxy materials (“E-Proxy Notice”) by mail or electronically, you will not receive a printed copy of the Proxy Statement or Annual Report unless you specifically request one. Instead, the E-Proxy Notice provides instructions on how you may access and review our proxy materials. The E-Proxy Notice also instructs you on how you may submit your proxy via the Internet. If you received the E-Proxy Notice and would still like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the E-Proxy Notice. On or about April 30, 2018,2019, we will begin mailing printed copies of our proxy materials to certain of our stockholders and the E-Proxy Notice to all other stockholders.

ANNUAL REPORT

Our Annual Report on Form 10-K10‑K to Stockholders for the fiscal year ended December 31, 2017,2018, has been included in the mailing of this Proxy Statement and our E-Proxy Notice provides instructions to access our Annual Report through the internet. We recommend that you review it for financial and other information. It is not intended to be a part of the proxy soliciting material.  You can review and download a copy of VASCO’sOneSpan’s Annual Report on Form 10-K10‑K by accessing our website, www.vasco.com/investors,https://investors.onespan.com, or you can request paper copies, without charge, by writing to VASCO Data Security International,OneSpan Inc., 121 West Wacker Drive, Ste. 2050,20th Floor, Chicago, IL 60601, Attention: Secretary.

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THE ANNUAL MEETING

Matters to be Considered

The Annual Meeting has been called to:

1.To elect seveneight directors to serve on the Board of Directors (Proposal 1);

2.To approve the OneSpan Inc. 2019 Omnibus Incentive Plan (Proposal 2);

3.     To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20182019 (Proposal 2)3); and

3.4.     To transact such other business as may properly come before the meeting.

Voting at the Annual Meeting

A majority of the votes entitled to be cast on matters to be considered at the Annual Meeting will constitute a quorum for the transaction of business. If a share is represented for any purpose at the meeting, it is deemed to be present for all other matters. Holders of record of outstanding shares of common stock at the close of business on April 16, 2018,15, 2019, are entitled to notice of and to vote at the Annual Meeting. As of April 16, 2018,15, 2019, there were 40,197,96040,214,314 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to cast one vote on any matter submitted to the stockholders for approval.

Assuming the presence of a quorum, the affirmative vote of a plurality of the votes cast and entitled to vote will be required for Proposal 1, and the affirmative vote of a majority of the votes cast and entitled to vote thereon will be required for Proposal 2. There is no cumulative voting in the election of directors.Proposals 1, 2, and 3.  

Stockholders may vote in favor of or withhold authority to vote for the nominees for election as directors listed under Proposal 1. Stockholders may vote for or against, or abstain from voting on, Proposal 2.Proposals 1,  2, and 3. Abstentions and withheld votesbroker non-votes will be counted by the election inspector only in determining whether a quorum is present.

With respect to Proposal 1, each nominee must receive a pluralitymajority of the votes cast and entitledwith respect to vote,that director’s election, and any director nominee who receives a greater number of withhold votesless than affirmative votessuch majority in an uncontested election is expected to tender to the Board his or her resignation promptly following the certification of election results pursuant to the Company’s majority vote policy, more fully described in Proposal No. 1, below. Under the majority vote policy, abstentions and broker non-votes will not have an impact on the election of directors.

results.

With respect to ProposalProposals  2 it requiresand 3,  these require the approval of a majority of the votes cast and entitled to vote thereon, abstentions will have the same effect as voting against such proposal.

thereon.

Broker non-votes will also be counted by the election inspector in determining whether a quorum is present. Broker non-votes are proxies received from brokers when the broker has neither received voting instructions from the beneficial owner nor has discretionary power to vote on a particular proposal. Broker non-votes,

2

2.FOR the approval of the 2019 Omnibus Incentive Plan;

3.     FOR the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018,2019; and

3.4.     In accordance with the judgment of the persons named in the proxy as to such other matters as may properly come before the Annual Meeting.

Any stockholder executing a proxy has the power to revoke it at any time before it has been voted by delivering written notice to the Secretary of the Company, by executing a later-dated proxy or by voting in person at the Annual Meeting. Any written notice of revocation or subsequent proxy should be delivered prior to June 13, 201812, 2019 to:

VASCO Data Security International,OneSpan Inc.

121 West Wacker Drive, Suite 205020th Floor

Chicago, Illinois 60601

Attention: Secretary

Alternatively, hand delivered to the Secretary before the closing of the polls at the Annual Meeting.

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PROPOSAL 1

ELECTION OF DIRECTORS

Stockholders are being asked to elect seveneight directors. All of the director nominees will be elected at the Annual Meeting. Each director will serve until the annual meeting in 2019,2020, until a qualified successor director has been elected, or until he or she resigns, dies or is removed.

The Board of Directors, upon the recommendation of the Corporate Governance and Nominating Committee, has nominated the following individuals for election as directors at the Annual Meeting: Marc  Boroditsky, Scott M. Clements, Michael P. Cullinane, John N. Fox, Jr., Art Gilliland, Jean K. Holley, T. Kendall Hunt,  and Matthew Moog and Marc Zenner, all of whom are current directors and have agreed to serve if elected.

All nominees, with the exception of Marc Boroditsky and Marc Zenner, are current directors.

While the Board of Directors does not contemplate that any nominee for election as a director will not be able to serve, if unforeseen circumstances (for example, death or disability) make it necessary for the Board of Directors to substitute another person for any of the nominees, the persons listed in the enclosed proxy will vote your proxy, if properly executed and returned and unrevoked, for such other person or persons, or the Board may, in its discretion, reduce the number of directors to be elected. The affirmative vote of a pluralitymajority of the votes cast and entitled to vote at the Annual Meeting is required for the election of directors but under the majority voting policy in the VASCO Corporate Governance Guidelines,and any director nominee who receives a greater number of withhold votesless than affirmative votessuch majority in an uncontested election is expected to tender to the Board his or her resignation promptly following the certification of election results. Under the plurality voting standard and our majority voting policy, abstentionsAbstentions and broker non-votes will not have an impact on the election of directors.

The Board of Directors recommends that the stockholders vote “FOR” each of the nominees listed herein.

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PROPOSAL 2

APPROVAL OF THE ONESPAN INC. 2019 OMNIBUS INCENTIVE PLAN

At the Annual Meeting, our stockholders will be asked to approve the OneSpan Inc. 2019 Omnibus Incentive Plan (the “2019 Plan”). The 2019 Plan was approved by the Board on February 1, 2019, subject to stockholder approval. The 2019 Plan replaces the Company’s 2009 Equity Incentive Plan, which terminated pursuant to its terms on December 19, 2018. If the 2019 Plan is adopted by our stockholders, we will be able to make awards of long-term equity incentives, which we believe have been an important part of our historical compensation program and are critical for attracting, motivating, rewarding and retaining a talented management team who will contribute to our success.

The purposes of the 2019 Plan are to:

align the interests of the Company’s stockholders and recipients of awards under the 2019 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success;

advance the interests of the Company by attracting and retaining officers, other employees, non-employee directors, consultants, independent contractors and agents; and

motivate such persons to act in the long-term best interests of the Company and its stockholders.

Certain Features of the 2019 Plan. The following features of the 2019 Plan are designed to reinforce alignment between the equity compensation arrangements awarded pursuant to the 2019 Plan and our stockholders’ interests:

No discounting of stock options or stock appreciation rights (“SARs”);

No repricing or replacement of underwater stock options or SARs without stockholder approval;

No dividend equivalents on stock options or SARs;

No dividends or dividend equivalents paid on unvested stock awards;

Minimum one-year vesting period, subject to a carve out for up to 5% of available shares under the 2019 Plan and the ability to accelerate or provide for continued vesting in the event of a termination of employment or a change in control;

No liberal share recycling; and

No liberal definition of “Change in Control.”

Under the 2019 Plan, the Company may grant:

Non-qualified stock options;

Incentive stock options (within the meaning of Section 422 of the Internal Revenue Code);

SARs;

Restricted stock, restricted stock units and other stock awards (collectively, “Stock Awards”); and

Performance awards.

Description of the 2019 Plan

The following description is qualified in its entirety by reference to the plan document, a copy of which is attached as Appendix A and incorporated into this Proxy Statement by reference.

Administration

The 2019 Plan is administered by the Compensation Committee of the Board, or a subcommittee thereof, or such other committee designated by the Board to administer the 2019 Plan (the “Plan Committee”), consisting of two or more members of the Board. Each member of the Plan Committee is intended to be (i) a “non-employee director” within the meaning of Rule 16b‑3 under the Exchange Act, and (ii) “independent” within the meaning of the rules of the NASDAQ Capital Market.

Subject to the express provisions of the 2019 Plan, the Plan Committee has the authority to select eligible persons to receive awards and determine all of the terms and conditions of each award. All awards will be evidenced by an agreement containing such provisions not inconsistent with the 2019 Plan as the Plan Committee approves. The Plan Committee also has authority to establish rules and regulations for administering the 2019 Plan and to decide questions of interpretation or application of any provision of the 2019 Plan. The Plan Committee may take any action such that (1) any outstanding options and SARs become exercisable in part or in full, (2) all or any portion of a restriction period on any outstanding awards lapse, (3) all or a portion of any performance period applicable to any outstanding awards lapse, and (4) any performance measures applicable to any outstanding awards be deemed satisfied at the target, maximum or any other level.

The Plan Committee may delegate some or all of its power and authority under the 2019 Plan to the Board, a subcommittee of the Board, a member of the Board, the Chief Executive Officer or other executive officer of the Company as the Plan Committee deems appropriate, except that it may not delegate its power and authority to a member of the Board, the Chief Executive Officer or any other executive officer of the Company with regard to awards to persons subject to Section 16 of the Exchange Act.

Available Shares

Under the 2019 Plan, the maximum number of shares of common stock initially available for awards is 5,000,000, excluding substitute awards granted in connection with corporate transactions. This amount is subject to adjustment in the event of any equity restructuring that causes the per share value of shares of common stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend. The number of available shares will be reduced by the sum of the aggregate number of shares of common stock which become subject to outstanding awards. To the extent that shares of common stock subject to an outstanding award granted under the 2019 Plan or any other equity plan maintained by the Company under which awards are outstanding as of the effective date of the 2019 Plan (a “Prior Plan”) are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares of common stock subject to an option canceled upon settlement of a related tandem SAR or subject to a tandem SAR cancelled upon exercise of a related option), or (ii) the settlement of such award in cash, then such shares of common stock will again be available under the 2019 Plan. Shares of common stock subject to an award under the Plan or a Prior Plan will not again be available for issuance if such shares are (i) shares that were subject to an option or a stock-settled SAR and were not issued or delivered upon the net settlement or net exercise of such option or SAR, (ii) shares delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding award, or (iii) shares repurchased by the Company on the open market with the proceeds of an option exercise.

The 2019 Plan provides that the aggregate value of cash compensation and the grant date fair value of shares of common stock that may be paid or granted during any fiscal year to any non-employee director may not exceed $400,000.

Minimum Vesting Period

No award (or any portion of any award) granted under the 2019 Plan will become exercisable or vested prior to the one-year anniversary of the date of grant; provided, however, that up to five percent (5%) of the total number of shares of common stock initially available under the 2019 Plan may be granted pursuant to awards with vesting periods of less than one year. This minimum vesting period does not restrict the Plan Committee’s ability to accelerate or provide for the continued vesting of an award upon a termination of employment or a change in control of the Company.

Change in Control

Subject to the terms of an award agreement, in the event of a change in control of the Company, the Board (as constituted prior to such change in control) may, in its discretion, require that (i) some or all outstanding options and SARs will become exercisable in full or in part, either immediately or upon a subsequent termination of employment, (ii) the restriction period applicable to some or all outstanding Stock Awards will lapse in full or in part, either immediately or upon a subsequent termination of employment, (iii) the performance period applicable to some or all outstanding awards will lapse in full or in part, and (iv) the performance measures applicable to some or all outstanding awards will be deemed satisfied at the target, maximum or any other level. In addition, in the event of a change in control, the Board may, in its discretion, require that shares of capital stock of the company resulting from or succeeding to the business of the Company pursuant to such change in control, or the parent thereof, be substituted for some or all of the shares of Company common stock subject to outstanding awards as determined by the Board, and/or require outstanding awards, in whole or in part, to be surrendered to the Company in exchange for a payment of cash, shares of capital stock in the company resulting from the change in control, or the parent thereof, or a combination of cash and shares.

Under the terms of the 2019 Plan, a change in control is generally defined as the occurrence of any one of the following events: (i) certain acquisitions of more than 40% of either the Company’s then-outstanding shares of common stock or the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board; (ii) certain changes in the majority composition of the Board; (iii) the sale of all or substantially all of the Company’s assets or the consummation of a reorganization, merger or consolidation of the Company; or (iv) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

No Repricing

The Plan Committee may not, without the approval of stockholders, (i) reduce the purchase price or base price of any previously granted stock option or SAR, (ii) cancel any previously granted stock option or SAR in exchange for another stock option or SAR with a lower purchase price or base price or (iii) cancel any previously granted stock option or SAR in exchange for cash or another award if the purchase price of such stock option or the base price of such SAR exceeds the fair market value of a share of common stock on the date of such cancellation, in each case, other than in connection with a change in control or pursuant to the plan’s adjustment provisions.

Effective Date, Termination and Amendment

Subject to stockholder approval of the 2019 Plan at the Annual Meeting, the 2019 Plan will be effective as of February 1, 2019, the date on which it was approved by the Board, and will terminate as of the first annual meeting of the Company’s stockholders to occur on or after the tenth anniversary of the effective date of the Plan, unless earlier terminated by the Board. The Board may amend the 2019 Plan at any time, subject to any requirement of stockholder approval required by applicable law, rule or regulation, including any rule of the NASDAQ Capital Market, and provided that no amendment may be made that seeks to modify the non-employee director compensation limit described above or the prohibition on repricing of stock options and SARs without stockholder approval under the 2019 Plan. Additionally, no amendment to the 2019 Plan may materially impair the rights of a holder of an outstanding award without the consent of such holder.

Eligibility

Participants in the 2019 Plan will consist of such officers, other employees, non-employee directors, consultants, independent contractors and agents of the Company and its subsidiaries (and such persons who are expected to become any of the foregoing) as selected by the Plan Committee.  As of April 15, 2019, approximately 725 employees and seven non-employee directors would be eligible to participate in the 2019 Plan if selected by the Plan Committee.

Stock Options and SARs

The 2019 Plan provides for the grant of stock options and SARs. The Plan Committee will determine the conditions to the exercisability of each option and SAR.

Each option will be exercisable for no more than ten (10) years after its date of grant. If the option is an incentive stock option and the optionee owns greater than ten percent (10%) of the voting power of all shares of capital stock of the Company (a “ten percent holder”), then the option will be exercisable for no more than five years after its date of grant. Except in the case of substitute awards granted in connection with a corporate transaction, the exercise price of an option will not be less than 100% of the fair market value of a share of common stock on the date of grant, unless the option is an incentive stock option and the optionee is a ten percent holder, in which case the exercise price will be the price required by the Internal Revenue Code.

Each SAR will be exercisable for no more than ten (10) years after its date of grant, except that any SAR granted in tandem with an option (a “tandem SAR”) must be exercised no later than the expiration, cancellation, forfeiture or other termination of the related option. Other than in the case of substitute awards granted in connection with a corporate transaction, the base price of a SAR will not be less than 100% of the fair market value of a share of common stock on the date of grant, provided that the base price of a tandem SAR granted will be the exercise price of the related option. A SAR entitles the holder to receive upon exercise (subject to withholding taxes) shares of common stock (which may be restricted stock) or, to the extent provided in the award agreement, cash or a combination thereof, with an aggregate value equal to the difference between the fair market value of the shares of common stock on the exercise date and the base price of the SAR.

All of the terms relating to the exercise, cancellation or other disposition of stock options and SARs (i) upon a termination of employment of a participant, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, are determined by the Plan Committee. Notwithstanding anything in an award agreement to the contrary, the holder of an option or SAR will not be entitled to receive dividend equivalents with respect to the shares of common stock subject to such option or SAR.

Stock Awards

The 2019 Plan provides for the grant of Stock Awards. The Plan Committee may grant a Stock Award as a restricted stock award, restricted stock unit award or other stock award. Restricted stock awards and restricted stock unit awards are subject to forfeiture if the holder does not remain continuously in the employment of the Company during the restriction period or if specified performance measures (if any) are not attained during the performance period. Other stock awards may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of common stock (including shares granted as a bonus and not subject to any vesting conditions, dividend equivalents, deferred stock units, stock purchase rights and shares issued in lieu of obligations of the Company to pay cash under any compensatory plan or arrangement), subject to the limitation on awards issued under the 2019 Plan with a vesting period of less than one year, as discussed above.

Unless otherwise set forth in a restricted stock award agreement, the holder of shares of restricted stock has rights as a stockholder of the Company, including the right to vote and receive dividends with respect to shares of restricted stock and to participate in any capital adjustments applicable to all holders of the Company’s common stock, provided, however, that distributions or dividends with respect to shares of restricted stock, including regular cash dividends, will be subject to the same restrictions that apply to such shares.

The agreement awarding restricted stock units will specify (i) whether such award may be settled in shares of common stock, cash or a combination thereof and (ii) whether the holder will be entitled to receive dividend equivalents, and, if determined by the Plan Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of common stock subject to such award. Any dividend equivalents with respect to restricted stock units that are subject to vesting conditions will be subject to the same vesting conditions of the underlying awards. Prior to settlement of a restricted stock unit, the holder of a restricted stock unit has no rights as a stockholder of the Company.

All of the terms relating to the satisfaction of performance measures and the termination of a restriction period or performance period relating to a Stock Award, or the forfeiture and cancellation of a Stock Award (i) upon a termination of employment, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, will be determined by the Plan Committee.

Performance Awards

The 2019 Plan also provides for the grant of performance awards. The agreement relating to a performance award will specify whether such award may be settled in shares of common stock (including shares of restricted stock) or cash or a combination thereof. The agreement relating to a performance award will provide, in the manner determined by the Plan Committee, for the vesting of such performance award if the specified performance measures are satisfied or met during the specified performance period and for the forfeiture of such award if the specified performance measures are not satisfied or met during the specified performance period. Any dividends or dividend equivalents with respect to a performance award will be subject to the same restrictions as such performance award. Prior to the settlement of a performance award in shares of common stock, the holder of such award has no rights as a stockholder of the Company with respect to such shares. All of the terms relating to the satisfaction of performance measures and the termination of a performance period, or the forfeiture and cancellation of a performance award upon (i) a termination of employment, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, will be determined by the Plan Committee.

Performance Measures

Under the 2019 Plan, the grant, vesting, exercisability or payment of certain awards, or the receipt of shares of common stock subject to certain awards, may be made subject to the satisfaction of performance measures. The performance goals applicable to a particular award will be determined by the Plan Committee at the time of grant.  One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified subsidiaries, business or geographical units or operating areas of the Company (except with respect to the total stockholder return and earnings per share criteria) or individual basis, may be used by the Plan Committee in establishing performance measures under the Plan:

earnings before any or all of interest, tax, depreciation or amortization (actual or adjusted and either in the aggregate or on a per-share basis);

earnings (either in the aggregate or on a per-share basis);

net income or loss (either in the aggregate or on a per-share basis);

operating profit;

cash flow (either in the aggregate or on a per-share basis);

free cash flow (either in the aggregate on a per-share basis);

costs;

gross revenues;

reductions in expense levels;

operating and maintenance cost management and employee productivity;

stock price or total stockholder return (including growth measures and total stockholder return or attainment by the shares of common stock of a specified value for a specified period of time);

net economic value;

economic value added;

aggregate product unit and pricing targets;

strategic business criteria, consisting of one or more objectives based on meeting specified revenue, market share, market penetration, geographic business expansion goals, objectively identified project milestones, production volume levels, cost targets, and goals relating to acquisitions or divestitures;

achievement of return on net assets, return on assets, return on investment capital, or return on equity;

achievement of objectives relating to diversity, employee turnover, or employee retention rates;

results of customer satisfaction surveys;

debt ratings, debt leverage and debt service; or

such other goals as the Committee may determine whether or not listed herein.

Each goal may be determined on a pre-tax or post-tax basis or on an absolute or relative basis, and may include comparisons based on current internal targets, the past performance of the Company (including the performance of one or more subsidiaries, divisions, or operating units) or the past or current performance of other companies or market indices (or a combination of such past and current performance). Performance goals may include comparisons relating to capital (including, but not limited to, the cost of capital), stockholders’ equity, shares outstanding, assets or net assets, sales, or any combination thereof. In establishing a performance measure or determining the achievement of a performance measure, the Plan Committee may provide that achievement of the applicable performance measures may be amended or adjusted to include or exclude components of any performance measure, including, without limitation: (i) foreign exchange gains and losses; (ii) asset write-downs; (iii) acquisitions and divestitures; (iv) change in fiscal year;  (v) unbudgeted capital expenditures; (vi) special charges such as restructuring or impairment charges; (vii) debt refinancing costs; (viii) extraordinary or noncash items; (ix) unusual, infrequently occurring, nonrecurring or one-time events affecting the Company or its financial statements; or (x) changes in law or accounting principles.

Federal Income Tax Consequences

The following is a brief summary of certain United States federal income tax consequences generally arising with respect to awards under the 2019 Plan. This discussion does not address all aspects of the United States federal income tax consequences of participating in the 2019 Plan that may be relevant to participants in light of their personal investment or tax circumstances and does not discuss any state, local or non-United States tax consequences of participating in the 2019 Plan. Each participant is advised to consult his or her particular tax advisor concerning the application of the United States federal income tax laws to such participant’s particular situation, as well as the applicability and effect of any state, local or non-United States tax laws before taking any actions with respect to any awards.

Section 162(m)

Section 162(m) of the Internal Revenue Code generally limits to $1 million the amount that a publicly held corporation is allowed each year to deduct for the compensation paid to the corporation’s chief executive officer and certain of the corporation’s other current and former executive officers.

Stock Options

A participant will not recognize taxable income at the time an option is granted and the Company will not be entitled to a tax deduction at that time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) upon exercise of a non-qualified stock option equal to the excess of the fair market value of the shares purchased over their exercise price, and the Company generally will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m). A participant will not recognize income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the shares acquired by exercise of an incentive stock option are held for the longer of two years from the date the option was granted and one year from the date it was exercised, any gain or loss arising from a subsequent disposition of those shares will be taxed as long-term capital gain or loss, and the Company will not be entitled to any deduction. If, however, those shares are disposed of within the above-described period, then in the year of that disposition the participant will recognize compensation taxable as ordinary income equal to the excess of the lesser of (1) the amount realized upon that disposition, and (2) the fair market value of those shares on the date of exercise over the exercise price, and the Company generally will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m).

SARs

A participant will not recognize taxable income at the time SARs are granted and the Company will not be entitled to a tax deduction at that time. Upon exercise, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered and the amount of cash paid by the Company, and the Company generally will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m).

Stock Awards

A participant will not recognize taxable income at the time restricted stock is granted and the Company will not be entitled to a tax deduction at that time, unless the participant makes an election to be taxed at that time. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the grant in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for those shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time the restrictions constituting a substantial risk of forfeiture lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for those shares. The amount of ordinary income recognized by making the above-described election or upon the lapse of restrictions constituting a substantial risk of forfeiture is generally deductible by the Company as compensation expense, subject to the deduction limits under Section 162(m). In addition, a participant receiving dividends with respect to restricted stock for which the above-described election has not been made and prior to the time the restrictions constituting a substantial risk of forfeiture lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee), rather than dividend income, in an amount equal to the dividends paid and the Company generally will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m).

A participant will not recognize taxable income at the time a restricted stock unit is granted and the Company will not be entitled to a tax deduction at that time. Upon settlement of restricted stock units, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered and the amount of any cash paid by the Company, and the Company generally will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m).

A participant who receives shares of common stock that are not subject to any restrictions under the Plan will recognize compensation taxable as ordinary income on the date of grant in an amount equal to the fair market value of such shares on that date, and the Company generally will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m).

Performance Awards

A participant generally will not recognize taxable income at the time performance awards are granted and the Company will not be entitled to a tax deduction at that time. Upon settlement of performance awards, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered and the amount of cash paid by the Company, and the Company generally will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m).

New Plan Benefits Table

The following table shows information regarding the awards made on February 1, 2019 under the 2019 Plan. The effectiveness of these awards was expressly made subject to stockholder approval of the 2019 Plan at the Annual Meeting. All future awards under the 2019 Plan will be made at the discretion of the Plan Committee. Therefore, the future benefits and amounts that will be received or allocated to individuals under the 2019 Plan are not determinable at this time.

(1)   These award amounts are subject to approval of the 2019 Plan by the Company’s stockholders at the Annual Meeting. If the 2019 Plan is not approved, these award amounts will be null and void.

On April 15, 2019, the closing sales price per share of our common stock as reported on NASDAQ was $17.94.

Recommendation of the Board:

The Board unanimously recommends that stockholders vote “FOR” the approval of the 2019 Plan.

PROPOSAL 3

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018.

2019.

If our stockholders fail to ratify the appointment, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.

KPMG LLP served as independent registered public accounting firm for the fiscal year ended December 31, 2017,2018, and has acted as independent registered public accounting firm for the Company and its predecessor, VASCO Corp., since 1996. Representatives of KPMG LLP are expected to be present at the Annual Meeting, and such representatives will have an opportunity to make a statement, if they desire to do so, and are expected to be available to respond to appropriate questions.

The Board of Directors recommends that the stockholders vote “FOR” the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018.2019.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS, DIRECTORS AND MANAGEMENT

Except as otherwise indicated below, the table below sets forth certain information with respect to the beneficial ownership of our common stock as of March 31, 2018,2019, for (i) each of our directors and director nominees,  (ii) each of our named executive officers, (iii) all directors, director nominees and executive officers as a group, and (iv) each person or entity known by VASCOOneSpan to beneficially own more than 5% of the outstanding shares of common stock. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them unless otherwise indicated. For purposes of the table, a person or group of persons is deemed to have beneficial ownership of any shares as of a given date that such person has the right to acquire within 60 days after such date.

6(1)   The number of shares beneficially owned by each director, director nominees and executive officer is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and any shares that the individual has the right to acquire within 60 days after March 31, 2019, including through the exercise of any stock option or other right. The inclusion herein of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with his or her spouse) with respect to all shares of capital stock listed as owned by such person or entity. As of March 31, 2019, there were 40,215,878 shares of common stock outstanding.

(2)   Includes 1,011,300 shares held in the Barbara J. Hunt Marital Trust. The amount also includes 200,000 shares held by T. Kendall Hunt’s spouse as to which shares Mr. Hunt disclaims beneficial ownership. Further, the amount includes 134,219 shares held in the T. Kendall Hunt and Barbara J. Hunt Charitable Remainder Trust as to which Mr. Hunt disclaims beneficial ownership to the extent he does not have a pecuniary interest. The address of T. Kendall Hunt is 121 West Wacker Drive, Suite 2050, Chicago, IL 60601.

(3)Based solely on a Schedule 13G/A filed on January 31, 2019, by this beneficial owner. The address of BlackRock, Inc. is 55 East 52 nd Street, New York, New York, 10022.

(4)Based solely on a Schedule 13D filed on November 1, 2018, by this beneficial owner. The address of Legion Partners Asset Management, LLC is 9401 Wilshire Blvd., Beverly Hills, CA 90212.

(5)Based solely on a Schedule 13G/A filed on February 11, 2019, by this beneficial owner. The address of the Vanguard Group is 5100 Vanguard Blvd. Malvern, PA 19355.

The following table sets forth shares of our common stock that were authorized to be issued as of December 31, 2017,2018, under the Company’s 2009 Equity Incentive Plan and 2019 Omnibus Incentive Plan.

Equity Compensation Plan Information

(1)Subject to adjustment for stock dividends, stock splits and other similar events, a maximum of 6,032,254 shares of common stock was available for issuance under the 2009 Equity Incentive Plan as of December 18, 2018. The 2009 Equity Incentive Plan terminated on December 19, 2018 and no further securities remained available for issuance.  The 2019 Omnibus Incentive Plan was adopted by the Board of Directors on February 1, 2019 and is being submitted to stockholders for approval as further described in this proxy statement.

DIRECTORS AND EXECUTIVE OFFICERS

The names of and certain information regarding our current directors and director nominees who are nominated for election and our executive officers appear below.

T. KENDALL “KEN” HUNTMARC D. BORODITSKY—Mr. HuntBoroditsky is our founder,a director nominee. He has been the Senior Vice President of Sales at Twilio Inc. (NYSE: TWLO) since May 2017 and Chairmanbefore that its VP and General Manager of the Board.Authentication Solutions from February 2015. Prior to Twilio, Mr. HuntBoroditsky was President and COO of Authy, a software authentication company, from September 2014 until it was acquired by Twilio in February 2015. Prior to Authy,  Mr. Boroditsky was VP of Identity and Access Management at Oracle. Mr. Boroditsky has served as Chairmanmore than 30 years of the Board since the Company’s incorporationexperience with technology companies. He has founded and financed four software companies in 1997,electronic medical records, authentication and currently servesidentity management. He successfully sold Authy to Twilio and Passlogix to Oracle. Mr. Boroditsky received a one-year term. He was our Chief Executive Officer from 1997 through 1999 and returned as CEO in November 2002 through 2017. He served as a member of the Board of Directors of Global Med Technologies, Inc. from March 2006 until April 2010 and RedRoller Holdings, Inc. from December 2007 until December 2008. He holds an MBA from Pepperdine University, Malibu, California, and a B.B.A.bachelor’s degree from the University of Miami, Florida.California, San Diego.  Mr. HuntBoroditsky is 7456 years old.

Mr. HuntBoroditsky has an extensive experiencesecurity software, sales, finance, product management and operations background, having served in international business, internetexecutive roles at numerous technology companies, both private and network security,publicly traded. He would provide the Board with unique insights into the Company’s growth strategies, products and the acquisition and development of businesses in the United States and Europe. His leadership, as Chief Executive Officer of VASCO, provided him with intimate knowledge of oursolutions, operations and corporate strategy.markets.

MICHAEL P. CULLINANE—Mr. Cullinane has been a director since April 1998 and currently serves a one-year term.1998. He is the Chairman of our Audit Committee and a member of our Compensation Committee and our Corporate Governance and Nominating Committee. From May 2008 through September 2013, Mr. Cullinane served as Executive Vice President and Chief Financial OfficerCFO of SilkRoad Inc.,Technology, a cloud-based software company in the human capital management space. Mr. Cullinane served as the Executive Vice President and Chief Financial OfficerCFO of Lakeview Technology Inc. from January 2005 to July 2007. Mr. Cullinane served as the Executive Vice President, CFO and Chief Financial Officer and a director of Divine, Inc. from July 1999 to May 2003. He served as Executive Vice President, Chief Financial OfficerCFO and a director of PLATINUM Technology International, Inc. from 1988 to June 1999. Mr. Cullinane received a BBAB.B.A. from the University of Notre Dame, South Bend,��Indiana. Mr. Cullinane is 6869 years old.

Mr. Cullinane has an extensive finance, accounting and technology background, having served as chief financial officerCFO of four technology companies, two of which were publicly traded. He provides the Board with unique insights into the Company’s growth strategies, global financial and accounting matters, and operations.operations.

JOHN N. FOX, JRJR..—Mr. Fox has been a director since April 2005 and currently serves a one-year term.2005. He is Chairman of the Board, Chairman of our Compensation Committee and is a member of our Audit Committee and our Corporate Governance and Nominating Committee. From 1998 to 2003, Mr. Fox served as a Vice Chairman of Deloitte & Touche and the Global Director, Strategic Clients for Deloitte Consulting. He held various other positions with Deloitte Consulting from 1968 to 2003,  and served on the board of Deloitte Touche Tohmatsu from 1998 to 2003. Since 2007, Mr. Fox has been a director of Cognizant Technology Solutions Corporation where he serves as the Chairman of theand has served on its Compensation Committee and is a member of the Nominating and Governance Committee. Mr. Fox received his BAB.A. degree from Wabash College and his MBA from the University of Michigan. Mr. Fox is 7576 years old.

Mr. Fox has extensive global business experience having served as vice chairman and global director of an internationally prominent consulting firm. He has over 34 years of experience advising clients on large scale, complex transactions, including strategic initiatives, new business models, reengineered business processes, merger integration and organizational change. He provides theour Board with the perspective of an executive with direct project management, staffing, compensation, change management and organizational process experience.

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Ms. Holley previously served as the Vice President and Chief Information Officer for USG Corporation from 1999 to 2003. Prior to that, she served as Senior IT Director for Waste Management, Inc. Since August 2017, Ms. Holley has been a director of Herc Holdings Inc., and serves on theis a member of its Audit and Financing Committees. Ms. Holley holds a B.S. in Computer Science/Electrical Engineering from Missouri University Science & Technology, and a M.S. in Computer Science/Engineering from Illinois Institute of Technology in Chicago. Ms. Holley is 5960 years old.

Ms. Holley has an extensive background in information technology (IT) and engineering, global operations and manufacturing, corporate strategy and product development, having served as an executive and the chief information officer of two public companies and two large private companies. She brings to the Board the perspective of a technology executive with many years of experience in operations, communications strategy planning, talent management, product development, IT capabilities and data security.

T. KENDALL “KEN” HUNT—Mr. Hunt is our founder and has been a director since 1997. Mr. Hunt served as Chairman of the Board from the Company’s incorporation in 1997 through January 2019. He was our Chief Executive Officer from 1997 through 1999 and from November 2002 through July 2017. He served as a member of the Board of Directors of Global Med Technologies, Inc. from March 2006 until April 2010 and RedRoller Holdings, Inc. from December 2007 until December 2008. He holds an MBA from Pepperdine University, Malibu, California, and a B.B.A. from the University of Miami, Florida. Mr. Hunt is 75 years old.

Mr. Hunt has extensive experience in international business, data security, sales, customer relationships and the acquisition and development of businesses in the United States and Europe. His continued leadership as a Director of OneSpan brings to us intimate knowledge of our operations, corporate strategy, customer base and the perspective of a large stockholder.

MATTHEW MOOG—Mr. Moog has been a director since December 2012 and currently serves a one-year term.2012. He is a member of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. Since June 2014, Mr. Moog ishas been CEO of Power Reviews,PowerReviews, Inc., a leading consumer ratings and reviews service. In this role, Mr. Moog is responsible for leading the company to create innovative products and services that help consumers make smart decisions and help businesses gain valuable feedback. In addition, Mr. Moog is Founder of Built In, a network of regional online communities that connect, educate, and promote digital entrepreneurs and innovators. Mr. Moog is also the founder of the FireStarter Fund, an early stage investment fund focused on digital technology companies, and chaired the project to launch 1871, a 50,000 square foot co-working center for technology startups in Chicago. Mr. Moog holds a BA in Political Science from the George Washington University. Mr. Moog is 4849 years old.

Previously, Mr. Moog served as President and& CEO of publicly traded Q Interactive, EVP Sales and Marketing at CoolSavings, Inc. the predecessor to Q Interactive and Business Development Manager at Microsoft. Mr. Moog holds a BA in Political Science from George Washington University. Mr. Moog brings to the Board the perspective of a technology executive with many years of experience in sales, business development, product development, cloud computing, capital allocation and executive management.

MARC ZENNER—Mr. Zenner is a director nominee. He retired from investment banking in September 2017 after having spent 10 years at J.P. Morgan and 6 years at Citigroup. At J.P. Morgan, Mr. Zenner was a Managing Director and Global Co-Head of Corporate Finance Advisory. At Citigroup, he was a Managing Director and Global Head of the Financial Strategy Group. In addition to investment banking, Mr. Zenner also had a distinguished career as a professor where he taught undergraduate, MBA and Ph.D. students in finance at the University of North Carolina Chapel Hill, Kenan-Flagler Business School. Mr. Zenner received numerous awards for his teaching and is the author of a wealth of academic and business articles. Mr. Zenner is originally from Belgium where he received an undergraduate degree in business engineering from the Katholieke Universiteit in Leuven. He then received an MBA from City University in London, U.K., and a Ph.D. in Financial Economics from Purdue University in W. Lafayette, Indiana where he was a Fulbright Scholar. Mr. Zenner currently serves on the board of directors of Sentinel Energy Services (NASDAQ: STNL)  where he is the Chairman of the Audit Committee and a member of the Nominating and Corporate Governance Committee. Mr. Zenner also provides strategic advice to various public and private companies. Mr. Zenner is 56 years old.

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Mr. Zenner has extensive finance, investment banking, capital markets, M&A and capital allocation experience, having served in senior roles at major international investment banks and as a Professor of Finance. He would provide the Board with deep insights into the Company’s  capital structure, capital allocation strategies, and M&A program.

Executive Officers

SCOTT M. CLEMENTS—CLEMENTS—Mr. Clements is ourhas served as OneSpan’s President and Chief Executive Officer and has held this position since July 2017. HeFrom November 2016 to July 2017, he served as the Company’s President and Chief Operating Officer, from November 2016 through July 2017.and prior to that, Mr. Clements served as the Company’s Chief Strategy Officer since he joined the Company in 2015 as Executive Vice President and Chief Strategy Officer. Prior toDecember 2015. Before joining VASCO,OneSpan, Mr. Clements spent 11eleven years at Tyco International and waswhere he most recently served as Corporate Senior Vice President, Business Development focused on technology acquisitions in 2015.acquisitions. Prior to that, Mr. Clements served as President of Tyco Retail Solutions from 2007 to 2014 and also as Tyco’s Chief Technology Officer from 2012 to 2014.Officer. Before joining Tyco, Mr. Clements spent a decade at Honeywell International in domestic and international financial and operational leadership roles. Mr. Clements received a BSbachelor’s degree in Chemical Engineeringchemical engineering and Advanced Process Controladvanced process control from The Ohio State University and an MBA in Financefinance and Corporate Strategycorporate strategy from the University of Michigan in Ann Arbor. Mr. Clements is 5556 years old.

Mr. Clements has extensive experience in leadership roles in the technology industry with a strong focus on developing and deploying successful business strategies that integrate customer needs and technology innovation. Mr. Clements brings his broad corporate operational experience to the Board and serves as the sole member of senior management on the Board.

MARK S. HOYT—HOYT—In November 2015, the Board of Directors appointed Mr. Hoyt to the positions of Chief Financial Officer and Treasurer. In March 2018, the Board also appointed Mr. Hoyt an Executive Vice President. Mr. Hoyt joined the Company in October 2015. Prior to joining the Company, Mr. Hoyt was the Chief Financial Officer of Groupon, Inc. operations in Europe, Middle East and Africa for Groupon, Inc., and was based in Switzerland from 2012 to 2015, and from 2010 to 2012, he was Vice President of International Financial Operations of Groupon, Inc. and was based in Chicago. Mr. Hoyt is a CPA and began his career at PricewaterhouseCoopers, followed by international positions at Motorola, Inc. and CareerBuilder. Mr. Hoyt holds an MBA from the University of Chicago Booth School of Business and a BSB.S. in Accountancy from Miami University. Mr. Hoyt is 5051 years old.

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Board Leadership Structure

The current leadership structure of the Company provides for the separation of the roles of the Chief Executive Officer and the Chairman of the Board of Directors. T. Kendall Hunt, the founder of VASCO,John N. Fox, Jr. serves as our Chairman of the Board and Scott M. Clements, also a director, serves as our President and Chief Executive Officer. At this time, the Board believes that in light of the Company’s size, the nature of our business, the separation of these roles serves the best interests of VASCOOneSpan and our stockholders. As the founder of VASCO, Mr. Hunt is uniquely qualified to guide our Board and to ensure that critical business issues are brought before the Board. Mr. Hunt also retained the Chairman role following his resignation as CEO in 2017 which allowed Mr. Clements to transition to CEO without the additional Chairman responsibilities.

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updates the Board and relevant committees about factors that affect areas of potential significant risk. We believe that this is an effective approach for addressing the risks faced by VASCOOneSpan and that our Board’s leadership structure, with a Lead Independent Director,an independent Chairman of the Board, also supports this approach by providing additional insights and experience with risk oversight.

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(Chair), Michael P. Cullinane, Art Gilliland, John N. Fox, Jr., and Matthew Moog. The Corporate Governance and Nominating Committee met fourthree times during 2017.2018.

Compensation Committee

The Compensation Committee of VASCO’sOneSpan’s Board of Directors is composed of three or more independent directors as determined in accordance with applicable rules of the NasdaqNASDAQ Stock Market and the SEC and applicable rules under the Code. The Compensation Committee operates under a written charter adopted by the Board of Directors. A copy of the charter is available on our website, www.vasco.com/investorswww.investors.onespan.com in the corporate governance section of our investor relations webpage. The Compensation Committee acts on behalf of our Board of Directors to establish the compensation of VASCO’sOneSpan’s named executive officers and makes recommendations to the Board regarding compensation of our non-employee directors. The Compensation Committee oversees risk management relating to our overall incentive compensation programs, including those for senior management. The Compensation Committee administers the Company’s 2009 Equity Incentive Planincentive plans for senior management, directors and the VASCO Data Security International, Inc. Executive Incentive Compensation Plan (the “Executive Incentive Compensation Plan”).other eligible individuals, both equity and cash-based plans. The members of the Compensation Committee are John N. Fox, Jr. (Chairman), Michael P. Cullinane, Art Gilliland, Jean K. Holley, and Matthew Moog. The Compensation Committee met sixseven times during 2017.2018.

Audit Committee

The Audit Committee of the Board of Directors, as established in accordance with Section 3(a)(58)(A) of the Exchange Act, is composed of three or more independent directors, as required by the NASDAQ Stock Market Rules, who also meet the additional independence standards required for audit committee members. The Audit Committee operates under a written charter adopted by the Board of Directors and is responsible for overseeing the financial reporting process on behalf of the Board. A copy of the charter is available on our website, www.vasco.com/investorswww.investors.onespan.com in the corporate governance section of our investor relations webpage. The members of the Audit Committee are Michael P. Cullinane (Chairman), John N. Fox, Jr., Art Gilliland, Jean K. Holley, and Matthew Moog. The Board of Directors has determined that Messrs. Cullinane and Moog qualify as audit committee financial experts and has designated them as such. Each year, the Audit Committee recommends the selection of the independent registered public accounting firm to the Board of Directors. We are not required under our charter or Bylaws to submit the selection of the independent registered public accounting firm to a vote of the stockholders. The Audit Committee met 10 times during 2017.2018.

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REPORT OF THE AUDIT COMMITTEE

Management is responsible for the Company’s financial statements and the financial reporting process, including internal controls. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with auditing standards generally accepted in the United States and for issuing a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes.

In this context, the Audit Committee held discussions with management and KPMG LLP. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee reviewed and discussed the consolidated financial statements with management and KPMG LLP. The Audit Committee discussed with KPMG LLP the matters required to be discussed by Auditing Standard 1301, as amended, (Communications with Audit Committees) as adopted by the Public Company Accounting Oversight Board. These matters included a discussion of KPMG LLP’s judgments about the quality (not just the acceptability) of the Company’s accounting principles as applied to financial reporting and their evaluation of the Company’s internal control over financial reporting.

The Audit Committee also received the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP’s communication with the Audit Committee concerning independence  and has discussed with KPMG LLP its independence. The Audit Committee further considered whether the provision by KPMG LLP of the non-audit services described below is compatible with maintaining the independent registered public accounting firm’s independence.

Based upon the Audit Committee’s discussion with management and the independent registered public accounting firm and the Audit Committee’s review of the representation of management and the disclosures by the independent registered public accounting firm to the Audit Committee, the Audit Committee recommended to the Company’s Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K10‑K for the year ended December 31, 2017,2018, for filing with the Securities and Exchange Commission.

15Michael P. Cullinane, Chairman

John N. Fox, Jr.

Jean K. Holley

Matthew Moog

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS

The Audit Committee has implemented policies and procedures for the pre-approval of all audit, audit-related, tax and permitted non-audit services rendered by KPMG LLP, VASCO’sOneSpan’s independent registered public accounting firm. Those policies and procedures include a review of the independent registered public accounting firm’s audit plan and fee schedule for the period under review. If such audit plan and fee schedule are approved by the Audit Committee, the independent registered public accounting firm provides an engagement letter in advance of the start of the audit work to the Audit Committee outlining the scope of the audit and related audit fees. Our senior management will also recommend, from time to time, to the Audit Committee that it approve non-audit services that would be provided by the independent registered public accounting firm. Our senior management and the independent registered public accounting firm will each confirm to the Audit Committee that each non-audit service is permissible under all applicable legal requirements. A budget, estimating the cost of the non-audit services, will be provided to the Audit Committee along with the request. The Audit Committee must approve both permissible non-audit services and the budget for such services. The Audit Committee will be informed routinely as to the non-audit services actually provided by the independent registered public accounting firm pursuant to this pre-approval process. The Audit Committee has also delegated to its Chairman the authority to pre-approve KPMG permissible non-audit services, with the Chairman and KPMG required to summarize any such approvals at the subsequent Audit Committee meeting.

The following sets forth the amount of fees paid to our independent registered public accounting firm, KPMG LLP, for services rendered in 20172018 and 2016:2017:

Audit Fees: The aggregate fees billed by KPMG LLP for professional services rendered for the audit of the Company’s annual consolidated financial statements, the reviews of the consolidated financial statements included in the Company’s quarterly reports on Form 10-Q,10‑Q, and services normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings were $1,969,262 for the fiscal year ended 2018 and $1,744,762 for the fiscal year ended 2017 and $1,495,914 for the fiscal year ended 2016.2017.

Tax Fees: The aggregate fees billed by KPMG LLP for tax compliance and tax advice were $39,198 in 2018 and $76,826 in 20172017. The 2018 and $9,334 in 2016. The 2017 fees represent permissible foreign subsidiary tax compliance services and permissible tax consulting services in the U.S. The 2016 fees relate to permissible foreign subsidiary tax compliance services.

All Other Fees: There were $68,507$65,737 of other fees billed by KPMG in 20172018  and $52,254$68,507 in 2016,2017, associated with the performance of permissible attestation services.

It is currently the policy of the Audit Committee to pre-approve all services rendered by KPMG LLP. The Committee is authorized by its Charter to review and pre-approve the audit plan and all other audit and permitted non-audit services, and related fees or other compensation to be paid to KPMG LLP. The Audit Committee pre-approved all of the above fees for both 20172018 and 2016.2017.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the section of this Proxy Statement entitled “Compensation Discussion and Analysis,” and, based on such review and discussions, recommended to our Board of Directors that the “Compensation Discussion and Analysis” section be included in this Proxy Statement. The Board approved our recommendation.

Respectfully submitted,

John N. Fox, Jr., Chairman

Michael P. Cullinane

Art Gilliland

Jean K. Holley

Matthew Moog

COMPENSATION DISCUSSION AND ANALYSIS (CD&A)

This CD&A describes the material components of compensation and discusses the compensation decisions for our named executive officers listed in the Summary Compensation Table below. The NEOs are as follows:

·      President and Chief Executive Officer — Scott M. Clements (CEO);

and

·      Executive Vice President and Chief Financial Officer — Mark S. Hoyt (CFO); and.

·                    Chairman and former Chief Executive Officer — T. Kendall Hunt (former CEO or Chairman).

Mr. Clements became a named executive officer in November 2016 when he was appointed President and Chief Operating Officer. In July 2017, Mr. Clements succeeded Mr. Hunt as CEO. Because Mr. Hunt was a named executive officer from January to July of 2017, he is included in this section as a named executive officer.

2017 SAY-ON-PAY AND SAY-ON-PAY FREQUENCY VOTES

At our 2017 annual meeting, 96% of the votes cast by our stockholders approved our Say-on-Pay proposal. We meet with key investors throughout the year to understand the topics that matter most to them, including any that relate to executive compensation. We consider any such stockholder input, and evolving practices in the market, to strive for alignment in our executive pay programs.

Consistent with the recommendation of the Board, at our 2017 annual meeting, 53% of the votes cast by our stockholders approved our proposal to hold Say-on-Pay votes every three years. Therefore, at this time we will continue to hold such vote every three years.

EXECUTIVE SUMMARY

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6.Build new capabilities in sales, marketing, product management, and software development

7.Strengthen our internal business processes and systems

8.Expand our investor outreach

9.Exit non-core businesses; restructure where needed

10.Establish and execute an active and disciplined M&A/strategic partner plan focused on strategically aligned and economically attractive businesses

A number of these goals reflect a fundamental evolution of the Company that is underway. We are experiencing a transition in leadership, in geographies that we serve, in revenue source, as growth in our hardware market dissipates, and in the technology needs of our customers. We have many strengths that are helping us navigate this evolution including strong leadership, strong customer relationships, compelling new product announcementssolutions that address urgent business needs, a growing market for our overall solutions, a sound strategy a healthy business that has delivered positive results for more than a decade and a strong balance sheet.

Our 2018 Performance

Our 2017 Performance

Company Financial Results

·      VASCO’s revenue from continuing operations for 2017 increased byOur Revenue grew 10% during 2018 following 1% to $193.3 million from $192.3 million in 2016, after a 20% decline from 2015 to 2016

·                  Gross profit was 70% revenue for 2017, in an increase from 68% of revenue in 2016

·                  The Company continued to be cash flow positive and brought its cash balance to $158.4 million at December 31, 2017, with no debt

·                  The Company increased its revenue from non-hardware software and services by 29%growth in 2017 to 46%and a decline of revenue, up from 36%20% in 2016

Adjusted EBITDA for the full year 2018 was $21.6 million, or 10% of revenue

Non-Hardware Revenue grew 22% in 2016

2018 while hardware revenue remained flat in 2018

Our financial results for 20172018 met the performance targets established by the Compensation Committee at the beginning of 20172018 for annual cash bonuses. For long-term performance based equity incentive compensation, which was measured on a three-year performance period from 2015 — 2017,2016 - 2018, the performance targets were not met. As a result, our named executive officers did receive a cash bonus for 20172018 but did not earn their three-year performance based equity issued in 2015.2016. The long-term performance based equity compensation issued at the beginning of 2017 will be measured on three-year performance from 2017-2019.2017‑2019. The “Summary Compensation Table” below reflects the total compensation earned by our named executive officers for 2017.2018.

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COMPENSATION OVERVIEW AND APPROACH

We operate in the very competitive global technology industry, specializing in cybersecurity, fraud management, e-signature and related hardware and software solutions, which are subject to constant change and require market-leading innovation and management. To succeed in this environment, VASCOOneSpan is required to attract, motivate, reward and retain highly talented and experienced executives and key employees.

Accordingly, the Compensation Committee is guided by the following principles:

·      Compensation should be based on the level of job responsibility, individual performance and Company performance. The greater the level of responsibility, the greater the proportion of compensation that should be linked to Company performance and stockholder returns, because of a greater ability to affect Company results.

·      Compensation should be aligned with the value of the job in the marketplace and should be designed to allow VASCOOneSpan to attract, motivate and retain the caliber of executive talent that we require to succeed in our industry.

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WHAT WE DO

·      Reward performance, both annual and long-term, through incentive compensation.

·      Balance between short-term and long-term compensation to discourage short-term risk taking at the expense of long-term results.

·      Utilize performance-based equity to align the long-term interests with those of our shareholders.

·      Have significant stock holdings by named executive officers.

·      Clawbacks under plans and grant agreements.

·      Multi-year vesting of equity awards.

Double trigger requirement for a change of control payments.

Retain an independent external consultant to assist our compensation committee from time to time.

WHAT WE DO NOT DO

·      No excessive perquisites for our named executive officers.

·      No special executive retirement programs that are specific to our named executive officers.

·      No hedging transactions or short sales allowed.

No pledging, buying put or call options, or otherwise allowing our executives or directors to engage in speculative transactions with our stock.

No tax gross-ups on severance payments.

The Compensation Committee’s Processes and Practices

The Compensation Committee of our Board of Directors makes all determinations regarding the compensation of VASCO’sOneSpan’s named executive officers including the evaluation and approval of compensation plans, policies and programs offered to our named executed officers. The Compensation Committee operates under a written charter adopted by our Board of Directors and is comprised entirely of independent, non-employee directors as determined in accordance with various NASDAQ, SEC and Internal Revenue Code rules. The Compensation Committee has the authority to engage its own independent advisor to assist in carrying out its responsibilities under its charter.

The Compensation Committee designed 20172018 total compensation potential for our named executive officers based largely on at-risk incentive compensation. Compensation is designed to create incentives for strong operational performance and for the long-term growth and value of the Company, thereby closely aligning the interests of management with the interests of our shareholders.

The majority of our named executive officers’ target compensation was at risk in the form of a performance-based cash bonus and three-year performance based equity awards. Performance targets for the 20172018 annual cash bonus were based on VASCO’sOneSpan’s annual budget and performance targets for the equity incentives were based on three-year financial targets. Failure to meet the targets would result in reduced or no payment of a cash bonus or the issuance of shares. Overachievement of targets would result in the payment of cash or the issuance of stock above the targeted amounts, subject to maximums.

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Consideration of Company and Industry Performance

The Compensation Committee took into account the Company’s performance during 2017,2018, its 20172018 budget, and long-term strategy as well as an analysis of itsinformation about our peer group in its compensation decisions, as described below:

·      Assessment of VASCO’sOneSpan’s Performance. In 2017,2018, we provided incentive compensation that would compensate the named executive officers for overall growth in VASCO’sOneSpan’s business. We provided annual performance-based incentive cash compensation measured against the growth of our overall business in all sectors. Our annual cash bonus targets were based on total revenue, non-hardware revenue and Adjusted EBITDA. For the named executive officers’ performance-based equity compensation, we used a three-year revenue performance target that will be measured at December 31, 2019,2020, split equally between hardware and non-hardware revenue targets. Of the total equity award component, 60% is based on the three-year revenue targets and the remaining 40% was granted as time based restricted stock vesting over four years.

·      Annual Performance Goals and Annual Assessments of Individual Performance. During February of each year, each of the named executive officers proposes for consideration by the Compensation Committee, annual goals (both individual and Company objectives) to be accomplished in the year. These goals are aligned with key Company strategic initiatives for the year. The proposed goals of each named executive officer, other than our CEO, are reviewed and discussed by the individual and our CEO before they are presented to the Compensation Committee. The Compensation Committee may solicit input from our named executive officers regarding goal setting and their performance if it believes such input to be appropriate and helpful to its review and decisions. The Compensation Committee often seeks further input from our CEO in establishing the annual performance goals for the other named executive officers. The proposed annual goals are reviewed, adjusted as the Compensation Committee considers appropriate and approved by the Compensation Committee. Progress is reviewed during the “performance year,” including a year-end performance review. The conclusions that result from the year-end review are used as one of the factors considered in determining an executive’s base salary for the following year.

·      Peer Analysis. In making compensation decisions, the Compensation Committee reviews targeted total compensation for our named executive officers against the total compensation paid by a peer group of publicly traded technology companies. This peer group, which is reviewed and updated by the Compensation Committee annually, consists of companies against whom VASCOOneSpan competes for customers, talent and stockholder investment. The companies that were included in this peer group for purposes of determining 20172018 compensation were determined by the Compensation Committee. The Compensation Committee has also consulted with Meridian Compensation Partners, LLC (“Meridian”) regarding the peer group infrom time to time, including with respect to updating the past, with consideration given to2018 peer group. The Compensation Committee considered matters such as the relative size and stage of our development compared to others with whom we compete and the availability of compensation information for potential peer companies.

The peer group may change from year to year because compensation information at a potential peer company becomes available or unavailable (for example, information previously not available would become available once a company begins public filings, or information previously available could become unavailable if a company has been acquired and is no longer required to report such information publicly), because of a change in size of a potential peer company such that the Compensation Committee no longer considers it appropriate to consider the other company as a peer, or for other reasons determined appropriate by the Compensation Committee in its subjective judgment as it reviews potential peer companies. The Compensation Committee gathered information regarding the salary levels, bonus amounts, targeted bonus amounts and long-term equity award levels and types for executives at the peer group companies in positions comparable to those of the Company’s named executive officers. The data gathered was derived from information made publicly available in 20162017 regarding compensation paid by the peer group companies in 2015 (20162016 (2017 compensation data was utilized to the extent available at the time the Committee’s information was gathered in late 2016)2017).

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There were 18were19 companies in the peer group reviewed by the Compensation Committee as part of establishing 20172018 compensation levels for the named executive officers:

Although the Compensation Committee reviews the compensation practices of the companies in the peer group, the Compensation Committee does not adhere to strict formulas or survey data to determine the mix or absolute value of compensation components. Instead, the Compensation Committee considers various factors in exercising its discretion to determine compensation, including the experience, responsibilities and performance of each named executive officer as well as the Company’s overall financial and competitive performance. The Compensation Committee believes that this flexibility is particularly important in designing compensation arrangements to attract and retain executives in a highly competitive and rapidly changing market.

Compensation Committee Meetings. The Compensation Committee meets several times each year  (six(seven times in 2017)2018). Committee agendas are established by the Compensation Committee Chairman in consultation with the other Compensation Committee members and the Secretary.

Independent Committee Members. All the members of the Compensation Committee are outside directors and are independent.

Role of the Independent Consultant. The Compensation Committee retains an independent consulting firm from time to time as the Committee believes it is warranted. The Compensation Committee’s Charter requires the Committee to assess various independence factors to better understand the level of independence of the consulting firm. The Compensation Committee did not engageengaged an outside consulting firm (Meridian) with respect to 20172018 compensation.

Meridian does not perform any services for the Company under the direction of management.

The use of an independent consultant provides additional assurance that VASCO’sOneSpan’s executive compensation is reasonable and consistent with our objectives and the Compensation Committee’s guiding principles. At the end of 2017, the Compensation Committee re-engaged Meridian with respect to 2018 compensation. The consultant reports directly to the Compensation Committee and does not provide any services to management.

Role of Management. The Compensation Committee makes all determinations regarding the compensation of the named executive officers. The officers are asked to propose goals however they are subject to any modifications that the Compensation Committee considers appropriate, and approved by the Compensation Committee. Our Chief Executive Officer evaluates the performance of the other named executive officers as part of the interim progress reviews during the year and as part of the year-end performance review. The Compensation Committee considers the CEO’s evaluations and recommendations in setting compensation levels for the other named executive officers. The Compensation Committee may solicit input from our named executive officers regarding goal setting and their

performance if it believes such input to be appropriate and helpful to its review and decisions. The Compensation Committee reviews the CEO’s performance as compared to his performance goals at the same time as the performance of the other named executive officers is being reviewed, but without any recommendations by the CEO concerning his own performance. If it considers it appropriate to do so, the Compensation Committee may confer with other members of management or a compensation consultant in connection with the year-end performance reviews and the setting of compensation levels (both total compensation and individual components thereof) for the succeeding year.

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·      No Excise Tax Gross-ups. The Company does not provide any excise tax gross-up for any payment to an executive officer that would be an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code.

·      No Repricing of Stock Options. Our 2009 Equity Incentive Plan prohibitsequity plans prohibit repricing stock options or paying cash for underwater stock options.

·      Executive Management Succession Plan. During 2016, the Company formalized its approach to executive management succession planning and adopted a written policy. The Company followed this approach during 2016 and 2017 as our President and Chief Operating Officer retired in 2016 and was succeeded in an orderly fashion by Mr. Clements, and in 2017 when Mr. Clements succeeded Mr. Hunt as CEO.

ELEMENTSELEMENTS OF COMPENSATION

 COMPENSATION

The principal components of compensation for the named executive officers consist of base salary, annual cash incentive compensation and long-term incentive compensation.

NEO Compensation for 20172018

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the preceding year, and its own subjective assessment of each individual’s performance. Based on the foregoing factors, the base salaries of our named executives were as follows for 2017:2018:

These base salaries reflect an increase of $50,000 for Mr. Clements in connection with his elevation to CEO in July 2017 and a $20,000 base salary increase for Mr. Hoyt. Mr. Hunt’s base salary was unchanged for 2017.

Annual Cash Bonus

For 2017,2018, each of the named executive officers were eligible to receive an annual cash bonus based on the Company’s achievement of annual financial metrics for the Company as a whole, that had been established by the Compensation Committee. The Compensation Committee, in its subjective judgment after reviewing estimated compensation for officers in comparable positions at peer group companies, established the 20172018 annual cash bonus targets as follows (Mr. Clements’ bonus target was not changed when his base salary was increased in July 2017):follows:

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its subjective judgment, for performance at levels lower or higher than the revenue target, with a maximum payout if 20172018 revenue was $210,000,000$224,000,000 or more:

Payment for performance between stated levels would be interpolated. In addition, the Compensation Committee retained discretion to adjust the revenue amount for changes in accounting rules and extraordinary events.

In February 2018,2019, the Compensation Committee determined that the Company’s annual revenue in 20172018 was $193.3$212.3 million and accordingly, each named executive officer received a cash bonus award with respect to the annual revenue component at 93.3%96% of target for that component.

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The Compensation Committee, in its subjective judgment, established the following payout curve for performance at levels lower or higher than the annual Adjusted EBITDA target, with a maximum payout if 20172018 annual Adjusted EBITDA was $12,000,000$21,000,000 or more.

Payment for performance between stated levels would be interpolated. In addition, the Compensation Committee retained discretion to adjust the Adjusted EBITDA amount for changes in accounting rules and extraordinary events.

In February 2018,2019, the Compensation Committee reviewed the annual Adjusted EBITDA for the year ended December 31, 2017,2018, which was $17.6$21.1 million. Accordingly, the Compensation Committee determined, for the annual Adjusted EBITDA component, each named executive officer received a cash bonus award with respect to such component at 150% of target for that component.

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20172018 Time-Based Shares

Forty percent of the target economic value of the total long-term equity compensation was granted in the form of time-based restricted stock dependent on continued employment for the four-year vesting period.

The Compensation Committee believes performance-based long-term incentives based on three-year performance measures, and four year time-based vesting, enhances the link between the creation of stockholder value and long-term executive compensation, provides increased equity ownership by the named executive officers and enables competitive levels of total compensation with an emphasis on payment for results. The Compensation Committee believes that the mix of a performance based award and time-based award appropriately aligned the named executive officers’ interests with those of our stockholders. The Compensation Committee also believes that the multi-year vesting mitigates risk and properly adjusts for the time horizon of risk, as these awards require an individual to remain in employment with VASCOOneSpan for multiple years before an award is fully vested.

On the grant date, the economic value of the long-term incentive awards was converted into the equivalent number of shares by dividing the target economic value by the closing price of VASCO’sOneSpan’s common stock on the grant date.

The unvested portions of share awards granted in 20172018 are subject to forfeiture upon the recipient’s cessation of service with VASCO.OneSpan. Upon a change in control of VASCO,OneSpan,  (1) performance shares for which the performance period has not been completed will vest at the target (100%) level pro-rata based on the number of days elapsed in the performance period, and (2) restricted stock awards will vest in full if (a) they are not converted, assumed or replaced by the successor company, or (b) upon a termination of employment under certain circumstances within one year after the change in control.

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three other most highly compensated executive officers (other than the chief financial officer) who are employed as of the end of the year. An exception to this regulation is for performance-based compensation that meets certain requirements of the Internal Revenue Code. Certain awards made under the 2009 Equity Incentive Plan and our annual cash bonus may qualify as performance-based compensation under Section 162(m). However, not all grants that may be made under these plans will meet, and not all grants that have been made under these plans in the past meet, all the requirements for deductibility under Section 162(m) of the Internal Revenue Code. For example, in 2017 and 2018 we utilized time-based restrictiverestricted stock as part of our compensation program that does not have a company performance metric associated with it.

The exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017. As a result, compensation paid to our NEO’s after December 31, 2017 in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain binding contracts in place as of November 2, 2017 and which were not materially modified after that date. We do not view our performance-based stock awards as having a discretionary component and will seek to qualify such 2016 and 2017 grants as covered by the transition relief. Until there is further guidance, there is no assurance that we will be successful. The Compensation Committee retains discretion to make awards or modify awards in such a way that treatment under Section 162(m) may change or render the awards ineligible for a tax deduction. The Compensation Committee believes that our overall compensation philosophy and objectives should be balanced against any individual consideration such as tax deductibility. At this time, we do not expect the potential loss of tax deductions to be a significant item, however we continue to monitor the issue.

20182019 Compensation Decisions

The Compensation Committee engaged Meridian, the independent compensation consultant, in the latter part of 2017 to assess the peer group and provide data on such group for 2018 compensation planning purposes. That project resulted in the Compensation Committee making adjustments to the peer group for 2018.

The Compensation Committee approved the following 20182019 base salaries based on market rates along with other factors such as the executive’s performance and scope of responsibility: Mr. Clements- $450,000;$465,000 and Mr. Hoyt- $360,000. Mr. Hunt is no longer a named executive officer for 2018. The Board approved a flat fee of $450,000 for Mr. Hunt for his role as Founder and Chairman. He no longer participates in Company bonus or equity plans. Amounts paid to Mr. Hunt in 2018 will be reflected as Director Compensation in the 2018 proxy.

$370,000.

There were no material changes to our annual cash bonus nor our long-term equity incentive programs for 2018.2019. The Compensation Committee chose to retain the current elements and the same categories of metrics.

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Employment Agreements

Each of our named executive officers is party to an employment agreement with VASCO.OneSpan. Each agreement provides for base salary, incentive compensation and severance compensation.

Scott M. Clements

Mr. Clements’s employment agreement was entered into effective December 1, 2015 and was amended on November 15, 2016 and on July 28, 2017. Under the terms of his employment agreement, in the event Mr. Clements is terminated without cause or quits for good reason, he will continue to receive his base salary over a 12 month period and his target cash bonus amount for such year (and the bonus amount for the prior year if earned but not paid at the time of termination). If such a termination occurs within eighteen months following a change in control of VASCO,OneSpan, then he will receive the amounts described in the preceding sentence in a lump sum payment. If Mr. Clements is terminated for cause or quits without good reason, he will not be entitled to any severance compensation. Mr. Clements has agreed to abide by several non-compete and non-solicit restrictions following the termination of his employment for a period of twelve months.

Mark S. Hoyt

Mr. Hoyt’s employment agreement was entered into effective October 5, 2015. Under the terms of his employment agreement, in the event Mr. Hoyt is terminated without cause or quits for good reason, he will continue to receive his base salary over a 12-month12 month period. If such a termination occurs within eighteen months following a change in control of VASCO,OneSpan, then he will receive a lump sum payment equal to his base salary and any applicable incentive compensation at the rate then in effect. If Mr. Hoyt is terminated for cause or quits without good reason, he will not be entitled to any severance compensation. Mr. Hoyt has agreed to abide by several non-compete restrictions following the termination of his employment. The restricted period will be either six or twelve months, depending on the nature of the termination.

T. Kendall Hunt

In December 2010, Mr. Hunt’s Employment Agreement with the Company was amended and restated in its entirety effective as of January 1, 2011 (the “Amended and Restated Employment Agreement”). The Amended and Restated Employment Agreement has been amended five times, most recently effective July 28, 2017. It had a term until January 1, 2018 and, among other things, provided for:

·                              Mr. Hunt to serve as VASCO’s Chairman and CEO, and from July 28, 2017, as its Chairman and Founder with his offices at VASCO’s Zurich, Switzerland international office and the global headquarters in Chicago;

·                              A minimum annual base salary of $270,000 in the U.S. and an additional salary of 180,000 Swiss Francs related to his role at our Swiss office as more fully described below under the “Swiss Assignment”;

·                              Mr. Hunt to participate in the VASCO Executive Incentive Plan, the VASCO 2009 Equity Incentive Plan and other employee benefit plans on the same basis as other senior executive officers;

·                              At least four weeks of vacation per year, in accordance with VASCO’s vacation policy;

·                              Payment of his base salary for 24 months, in addition to any amounts that may be payable to him under the Executive Incentive Plan, the 2009 Equity Incentive Plan, and any other employee benefit plan maintained by the Company, if Mr. Hunt’s employment with VASCO is terminated by the Company without cause (as defined in the Amended and Restated Employment Agreement) or if he resigns for good reason (as defined in the Amended and Restated Employment Agreement) and there has not been a change of control (as defined in the 2009 Equity Incentive Plan). If such a termination of employment occurs within 18 months after a change of control, he will also receive an additional amount equal to two times the amount payable to him under the Executive Incentive Plan in connection with a change in control and the payments will be made in a lump sum within 10 days after his termination of employment, rather than over 24 months. The severance payments described in this paragraph are conditioned upon Mr. Hunt’s execution and delivery of a separation agreement and release to the Company that complies with certain provisions of the Amended and Restated Employment Agreement;

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth the aggregate number of outstanding equity awards held by the named executive officers as of December 31, 2017.2018. There were no stock option awards outstanding.