Long-Term Compensation Plan and Stock Based

6 Months Ended

Jun. 30, 2022

Long-Term Compensation Plan and Stock Based

Stock Compensation Plans

Note 12 – Long-Term Compensation Plan and Stock Based Compensation (share counts in thousands)

Under the OneSpan Inc. 2019 Omnibus Incentive Plan, we award restricted stock units subject to time-based vesting, restricted stock units which are subject to the achievement of future performance criteria and restricted stock units that are subject to the achievement of market conditions. Other long-term incentive plan compensation expense includes cash incentives.

We awarded 1,209 restricted stock units during the six months ended June 30, 2022, subject to time-based vesting. The fair value of the unissued time-based restricted stock unit grants was $18.2 million at the dates of grant and the grants are being amortized over the vesting periods of one to four years.

We awarded restricted stock units subject to the achievement of service and future performance criteria during the six months ended June 30, 2022, which allow for up to 138 shares to be earned if the performance criteria are achieved at the target level. The fair value of these awards was $1.7 million at the dates of grant and the awards are being amortized over the vesting period of three years. The Company currently believes that all of these shares are expected to be earned.

During the three and six month periods ended June 30, 2022, stock-based compensation and other long-term incentive plan compensation accruals were reversed for certain employees who were severed from the Company. The reversal of the accrued long-term incentive plan compensation for the severed employees largely offset the expense for the periods. The following table details stock-based compensation expense and other long-term incentive plan compensation expense for the six months ended June 30, 2022 and 2021:

	June 30,				June 30,
	2022		2021		2022		2021
	(in thousands)				(in thousands)
Stock-based compensation	$	1,253	$	1,292	$	2,613	$	2,634
Other long-term incentive plan compensation		24		275		(112)		474
Total compensation	$	1,277	$	1,567	$	2,501	$	3,108