Onespan Inc. · NASDAQ:OSPN
Onespan — Proxy Contest (May 2021)
18 slides from Onespan's proxy contest presentation, May 24, 2021
Slide 1: Response to Company Presentation
Response to Company Presentation May 2021 ProtectOneSpan.com
Slide 2: OneSpan's Board fails to acknowledge long underperformance
1 OneSpan’s Board fails to acknowledge it has long underperformed and lacks critical skillsets in modern cloud-first recurring software revenue – this is not the right Board to guide OneSpan going forward 1. OneSpan argues it cannot provide segment-level profitability to better enable a sum-of-the-p
Slide 3: Misleading Claim #1: OSPN Does Not Have a Hardware "Business"
Misleading Claim #1: OSPN Does Not Have a Hardware “Business” The Board’s excuse for refusing to provide segment-level profitability directly contradicts how OSPN management has described the Hardware business for years – until 2 days prior to Legion nominating directors “…and [OneSpan has] this “…a
Slide 4: Providing Segment-Level Profitability is "Impossible"
Misleading Claim #2: Providing Segment-Level Profitability is “Impossible” Prior to Legion nominating directors, OneSpan’s CFO assured Legion that the Company was working on segment-level profit disclosures and was aiming to have it ready “by Q2” of this year – so what happened? References to Segmen
Slide 5: Market Participants Can Easily Perform a SOTP Analysis
Misleading Claim #3: Market Participants Can Easily Perform a SOTP Analysis The Board cites other technology companies as examples where investors perform SOTP analyses, but most provide segment-level profitability – critical disclosure that can enable market participants to perform a SOTP analysis
Slide 6: Only Legion "Believes Our Valuation Gap is this Wide"
Misleading Claim #4: Only Legion “Believes Our Valuation Gap is this Wide” The Board refuses to acknowledge OSPN’s widely-observed and steep valuation discount to its intrinsic value and appears disinterested in developing a credible plan for closing this glaring valuation gap OSPN Sellside Price Ta
Slide 7: Legion's Changes to Our Peer Group are "Disingenuous"
Misleading Claim #5: Legion’s Changes to Our Peer Group are “Disingenuous” We compare OSPN’s TSR performance to the Company’s own peer set (from its Fiscal 2020 Form 10-K) and carefully developed two peer groups that closely match OneSpan’s business and financial characteristics Board Accusation Leg
Slide 8: "OneSpan has Performed Admirably for Shareholders"
Misleading Claim #6: “OneSpan has Performed Admirably for Shareholders” In order to demonstrate modest outperformance, the Board utilizes peers from its 2021 proxy statement, not peers used for TSR comparison in its Fiscal 2020 Form 10-K, which conveniently omits the two highest performing peers fro
Slide 9: Nuance Case Study Shows OSPN's "Impressive Performance"
Misleading Claim #7: Nuance Case Study Shows OSPN’s “Impressive Performance” The Board selected an end date of June 30, 2020 “prior to the impact of the pandemic” to demonstrate OSPN’s temporary outperformance versus Nuance (NUAN) – however, NUAN drastically outperformed OSPN through April 2021 250.
Slide 10: Many of OneSpan's Peers Also Pulled Full Year Guidance
Misleading Claim #8: Many of OneSpan’s Peers Also Pulled Full Year Guidance The Board claims that many of its peers also pulled full year guidance during the pandemic – however, these peers did so in April and May 2020 while OneSpan reiterated its guidance, only to pull full year guidance later in A
Slide 11: "Compensation is Aligned with Performance"
Misleading Claim #9: “Compensation is Aligned with Performance” We believe the Company’s executive compensation programs were poorly designed, and remain poorly designed ▪ The 2018-2020 long-term incentive plan mirrors the Company’s 2018 revenue mix o OneSpan’s revenue was 50% hardware and 50% softw
Slide 12: "Recent Strategic Acquisitions Have Added Value"
Misleading Claim #10: “Recent Strategic Acquisitions Have Added Value” While the Board will claim its acquisition of Silanis (OneSpan Sign) has added value, buying into DocuSign’s IPO would have delivered double the gain in half the time – the value generated for OSPN stockholders has clearly underp
Slide 13: Legion "Supported" Marianne Johnson's Board Appointment
Misleading Claim #11: Legion “Supported” Marianne Johnson’s Board Appointment Legion never approved of Marianne Johnson’s appointment to the Board – after interviewing Ms. Johnson, we recommended against her candidacy Board’s False Portrayal of Legion’s Views in the 5/19/21 Presentation “Legion was
Slide 14: The Board Has Added Modern "Cloud" Software Leaders
Misleading Claim #12: The Board Has Added Modern “Cloud” Software Leaders OneSpan’s stated goal is to become a cloud-first recurring revenue company, which requires a vastly different set of experiences and skills than those gained working at legacy, low-growth and largely on-premise software compan
Slide 15: Vote for Legion's Nominees on the WHITE Proxy Card
Vote for Legion’s Nominees on the WHITE Proxy Card OneSpan’s incumbent directors are far outmatched by Legion’s nominees’ backgrounds and experiences pertinent to the Company’s go-forward strategy Modern Software Experience Other Public Incumbent Director, Age Tenure Industry Hardware C-Level Public
Slide 16: Proxy Solicitor Information
Proxy Solicitor Information Please vote your WHITE proxy card today If you have any questions, require assistance in voting your WHITE proxy card, or need additional copies of Legion’s proxy materials, please contact: Saratoga Proxy Consulting, LLC 520 8th Avenue, 14th Floor New York, NY 10018 (212)
Slide 17: Disclaimer – Important Information
Disclaimer – Important Information The materials contained herein (the “Materials”) represent the opinions of Legion Partners Holdings, LLC and its affiliates (collectively, “Legion Partners”, “Legion” or “we”) and are based on publicly available information with respect to OneSpan Inc. (the “Compan
Slide 18: Legion Partners
U; LEGION PARTNERS