OneSpan Inc

Establishing a robust ESG program is a key priority of our Board and senior management team. The Corporate Governance and Nominating Committee (the "CGN") of our Board of Directors (the "Board") is responsible for overseeing our ESG program, including climate-related issues. In 2023, the CGN discussed ESG matters and reviewed progress in the development of our ESG program at three out of its four meetings.

At a management level, Lara Mataac, our General Counsel and Chief Compliance Officer, is responsible for OneSpan's ESG efforts. Ms. Mataac joined OneSpan in June 2022, and since then she and her team have been working with the CGN and other members of the Company's management team to advance our ESG program. Ms. Mataac's ESG and climate responsibilities include: developing and managing our ESG program; preparing for required compliance with the European Union CSRD; working with the management team and other stakeholders to identify our climate risks and opportunities; updating the CGN and Board on ESG progress and obtaining their input on our ESG efforts; and monitoring ESG and climate-related issues generally.

We are planning to develop a framework for considering ESG issues, including climate issues, when reviewing the company's strategy and business plans. Pending development of that framework, Ms. Mataac works with internal company stakeholders to consider ESG impacts in significant company decisions such as new facility leases.

Establishing a robust ESG program is one of our key priorities of our Board and senior management team. The Corporate Governance and Nominating Committee (the "CGN") of our Board of Directors (the "Board") is responsible for overseeing our ESG program, including climate-related issues. In 2022, the CGN discussed ESG matters and reviewed progress in the development of our ESG program at all four of its regular meetings. At a management level, Lara Mataac, our General Counsel and Chief Compliance Officer, is responsible for OneSpan's ESG efforts. Ms. Mataac joined OneSpan in June 2022, and since then she and her team have been working with the CGN and other members of the Company's management team to advance our ESG program. Ms. Mataac's ESG and climate responsibilities include: developing a plan to build out our ESG program; working with the management team and other stakeholders to identify our climate risks and opportunities; updating the CGN and Board on ESG progress; consulting with individual members of the Board for input on specific aspects of our ESG efforts; and monitoring and informing the broader management team about ESG and climate-related issues. Ms. Mataac's 2023 bonus under our annual cash incentive program will be based in part on OneSpan's progress in establishing our ESG program, as determined by the Compensation Committee of the Board with input from our CEO and the members of the CGN. We are currently in the process of developing a formal framework for considering ESG issues, including climate issues, when reviewing the company's strategy and business plans. Pending development of that framework, Ms. Mataac and her team are working with other company stakeholders to consider ESG impacts in company decisions such as new facility leases and acquisitions. Although we have not yet adopted climate–related goals or targets yet due to the early stage of our ESG program, once we adopt goals and targets, we expect that the CGN and Board will monitor progress towards them regularly.