Proxy Statement (Form DEF 14A)

 

 

 

 

 ☐

 

 

Preliminary Proxy Statement

 ☐

 

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

 

 

Definitive Proxy Statement

 ☐

 

 

Definitive Additional Materials

 ☐

 

 

Soliciting Material under § 240.14a-12

 

 

 

 

 

VARONIS SYSTEMS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

 

Payment of Filing Fee (Check the appropriate box):

☒

 

 

No fee required

 ☐

 

 

Fee paid previously with preliminary materials.

 ☐

 

 

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

 

 

 

 

 

On behalf of the Board of Directors, I warmly invite you to attend the 2026 Annual Meeting of Shareholders of Varonis Systems, Inc., to be held at 9:00 a.m., Eastern Daylight Time, on June 1, 2026, at www.virtualshareholdermeeting.com/VRNS2026. This year, similar to last year, the meeting will be held virtually and will provide our shareholders with the same rights and opportunities to participate as they would have at an in-person meeting.

 

 

 

Attached to this letter are a Notice of Annual Meeting of Shareholders and Proxy Statement, which describe the business to be conducted at the meeting.

 

 

 

 

 

(1)

Elect four Class III director nominees listed in the Proxy Statement;

(2)

Approve, on a non-binding, advisory basis, the compensation of our named executive officers;

(3)

Ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited, as the independent registered public accounting firm of the Company for 2026;

(4)

Approve additional shares for issuance under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan; and

(5)

Consider such other business as may properly come before the 2026 Annual Meeting of Shareholders and any adjournments or postponements thereof.

 

 

 

 

DATE AND TIME:

 

 

June 1, 2026 at 9:00 a.m., Eastern Daylight Time

 

 

PLACE:

 

 

The 2026 Annual Meeting of Shareholders (the "Annual Meeting") will be held in a virtual format at the following virtual meeting site: www.virtualshareholdermeeting.com/VRNS2026

 

 

ITEMS OF BUSINESS:

 

 

(1)

 

 

To elect four Class III director nominees listed in the Proxy Statement;

 

 

 

 

 

 

(2)

 

 

To approve, on a non-binding, advisory basis, the compensation of our named executive officers;

 

 

 

 

 

 

(3)

 

 

To ratify the appointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited ("E&Y"), as the independent registered public accounting firm of the Company for 2026;

 

 

 

 

 

 

(4)

 

 

To approve additional shares for issuance under the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan; and

 

 

 

 

 

 

(5)

 

 

To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

 

 

 

 

 

 

These items of business are more fully described in the Proxy Statement accompanying this Notice of 2026 Annual Meeting of Shareholders.

 

 

 

 

WHO CAN VOTE:

 

 

The record date for the Annual Meeting is April 6, 2026. Only shareholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

 

 

 

 

VOTING:

 

 

Whether or not you expect to attend the Annual Meeting, we urge you to vote your shares by telephone, through the internet or by mailing your completed and signed proxy card (or voting instruction form, if you hold your shares through a broker, bank or other nominee). Even if you have voted by proxy card, you may still vote if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee, then you are the "beneficial owner of shares held in street name." As a beneficial owner, if you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

 

 

 

 

SHAREHOLDER LIST:

 

 

A list of the names of shareholders entitled to vote at the Annual Meeting will be available to shareholders for ten days prior to the Annual Meeting for any purpose germane to the Annual Meeting. Please contact Tim Perz, Vice President of Investor Relations, at [email protected] or at (646) 640-2112, if you wish to examine the list prior to the Annual Meeting. The shareholder list will also be available during the Annual Meeting for examination by any shareholder at www.virtualshareholdermeeting.com/VRNS2026.

 

 

 

 

 

 

 

 

2025 FINANCIAL BUSINESS HIGHLIGHTS

 

 

 

 

 

i

 

 

 

 

 

PROXY STATEMENT SUMMARY

 

 

1

PROPOSALS REQUIRING YOUR VOTE

 

 

4

PROPOSAL NO. 1: ELECTION OF DIRECTORS

 

 

4

PROPOSAL NO. 2: NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

 

 

8

PROPOSAL NO. 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

9

PROPOSAL NO. 4: APPROVAL OF ADDITIONAL SHARES FOR ISSUANCE UNDER THE AMENDED AND RESTATED VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN

 

 

10

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

 

 

16

CORPORATE RESPONSIBILITY

 

 

25

EXECUTIVE OFFICERS

 

 

27

AUDIT COMMITTEE REPORT

 

 

28

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

 

29

COMPENSATION DISCUSSION AND ANALYSIS

 

 

31

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

 

 

43

EXECUTIVE COMPENSATION

 

 

44

DIRECTOR COMPENSATION

 

 

51

CHIEF EXECUTIVE OFFICER PAY RATIO

 

 

52

PAY VERSUS PERFORMANCE

 

 

53

EQUITY COMPENSATION PLAN INFORMATION

 

 

56

TRANSACTIONS WITH RELATED PERSONS

 

 

56

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

 

 

57

OTHER MATTERS

 

 

61

APPENDIX A - ADDITIONAL SHARES FOR ISSUANCE UNDER THE AMENDED AND RESTATED VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN (REFLECTING PROPOSED AMENDMENT)

 

 

A-1

APPENDIX B - NON-GAAP RECONCILIATION

 

 

B-1

 

 

 

 

 

ii

 

 

 

 

 

PROXY STATEMENT SUMMARY

 

 

 

 

 

 

 

 

Place: www.virtualshareholdermeeting.com/VRNS2026

 

 

Date: June 1, 2026

Record Date: April 6, 2026

 

 

Time: 9:00 a.m., Eastern Daylight Time

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proposal

 

 

Board Vote

Recommendation

 

 

Page

 

 

Proposal 1 - Election of Directors

 

 

FOR

each of the nominees

 

 

4

 

 

Proposal 2 - Advisory Vote to Approve Executive Compensation

 

 

FOR

 

 

8

 

 

Proposal 3 - Auditor Ratification Proposal

 

 

FOR

 

 

9

 

 

 

 

FOR

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

How to Vote

 

 

Shareholders of Record

(Shares registered in your name with

Varonis's transfer agent)

 

 

Street Name Holders

(Shares held through a Broker,

Bank or Other Nominee)

Internet

 

 

Visit the applicable voting website

 

 

www.proxyvote.com

 

 

www.proxyvote.com

Telephone

 

 

Within the United States, U.S. Territories and Canada, call toll-free

 

 

1-800-690-6903

 

 

Refer to voting

instruction form.

Mail

 

 

Complete, sign and mail your proxy card or voting instruction form in the self-addressed envelope provided to you.

Virtually

 

 

Vote during the Annual Meeting by visiting

www.virtualshareholdermeeting.com/VRNS2026

 

 

Refer to voting instruction form.

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

 

Age

 

 

Director

Since

 

 

Independent

 

 

Committee Memberships

 

 

AC

 

 

CC

 

 

NCGC

 

 

TC

 

Yakov Faitelson

 

 

50

 

 

2004

 

 

Yes

 

 

 

 

 

 

 

 

 

Thomas F. Mendoza

 

 

75

 

 

2015

 

 

Yes

 

 

 

 

 

 

 

 

 

Avrohom J. Kess

 

 

57

 

 

2022

 

 

Yes

 

 

 

 

 

 

 

 

 

Ohad Korkus

 

 

47

 

 

2007

 

 

Yes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AC: Audit Committee

 

 

 

 

 

- Committee Chairperson

CC: Compensation Committee

 

 

 

NCGC: Nominating and Corporate Governance Committee

 

 

 

TC: Technology Committee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

3

 

 

 

 

 

PROPOSALS REQUIRING YOUR VOTE

 

 

 

 

 

CLASS III DIRECTOR NOMINEES

 

 

 

 

 

 

YAKOV FAITELSON

 

 

Age: 50

 

Position, Principal Occupation and Professional Experience:

Chief Executive Officer, President, Co-founder and Chairman, Varonis Systems, Inc. Mr. Faitelson is our co-founder and has served as our Chief Executive Officer, President and Chairman of the Board of Directors since 2004. Together with Mr. Korkus, Mr. Faitelson conceived and developed the MetaData Framework technology that now serves as the foundation for the Varonis Data Security Platform. With extensive cross-functional experience in storage, networking, operating systems and application software, Mr. Faitelson leads the management, strategic direction and execution of the Company's vision. Prior to becoming our Chief Executive Officer, President and Chairman, Mr. Faitelson held leadership positions in the global professional services and systems integration divisions of NetVision, Inc. and NetApp, Inc.

 

Other Current and Past Directorships: None.

 

Director Qualifications: Our Board of Directors believes that Mr. Faitelson possesses specific attributes that qualify him to serve as a director, including his long history as our co-founder and Chief Executive Officer and the associated knowledge and perspective he brings, his deep understanding of the software and technology industry, and his operational experience from holding various leadership positions at technology companies.

 

 

 

 

 

 

 

 

THOMAS F. MENDOZA

 

 

Age: 75

 

Position, Principal Occupation and Professional Experience:

Director, Varonis Systems, Inc. Mr. Mendoza has served as a director since 2015. Mr. Mendoza was the Vice Chairman of NetApp, Inc., a storage and data management solutions provider, from March 2008 to August 2019, and was President of NetApp, Inc. from October 2000 to March 2008. Prior to 2000, he held a number of senior positions at NetApp, Inc., including Senior Vice President, Worldwide Sales and Marketing, Senior Vice President, Worldwide Sales, and Vice President, North American Sales.

 

Other Current and Past Directorships: Mr. Mendoza previously served as a director of UiPath (NYSE: PATH) from 2017 to 2021 and ServiceSource International, Inc (Nasdaq: SREV) from 2011 to 2019, as well as a director of many private technology companies.

 

Director Qualifications: Our Board of Directors believes that Mr. Mendoza possesses specific attributes that qualify him to serve as a director, including his operational experience from holding various leadership positions at multiple global companies, his sales and marketing experience in the software and technology industry, and his experience serving as a director on other public company boards.

 

 

 

 

 

 

 

 

AVROHOM J. KESS

 

 

Age: 57

 

Position, Principal Occupation and Professional Experience:

Vice Chairman and Chief Legal Officer, The Travelers Companies, Inc. Mr. Kess has served as a director since January 2022. Mr. Kess has been Vice Chairman and Chief Legal Officer of The Travelers Companies, Inc. since December 2016. Prior to that, Mr. Kess was a partner, member of the Corporate Department and Head of the Public Company Advisory Practice at the law firm of Simpson Thacher & Bartlett LLP, which he joined in 1995.

 

Other Current and Past Directorships: None.

 

Director Qualifications: Our Board of Directors believes that Mr. Kess possesses specific attributes that qualify him to serve as a director, including his significant experience and expertise in the areas of law, risk management oversight, corporate transactional matters, executive compensation policies, practices and disclosures and corporate governance, including environmental, social and governance matters and disclosure.

 

 

 

 

4

 

 

 

 

 

 

OHAD KORKUS

 

 

Age: 47

 

Position, Principal Occupation and Professional Experience:

Director and Co-founder, Varonis Systems, Inc. Mr. Korkus is our co-founder and has served as a director since 2007. He also served as the Company's Chief Technology Officer from 2007 until February 2018. Mr. Korkus has created several patents for permissions visualization, simulation and data analysis, and, together with Mr. Faitelson, conceived and developed the MetaData Framework technology that now serves as the foundation for the Varonis Data Security Platform. Prior to joining us, Mr. Korkus was responsible for architecture, design and development of solutions at NetVision, Inc. and NetApp, Inc.

 

Other Current and Past Directorships: None.

 

Director Qualifications: Our Board of Directors believes that Mr. Korkus possesses specific attributes that qualify him to serve as a director, including his long history as our co-founder and Chief Technology Officer at our Company and his significant experience across multiple technical disciplines, including engineering, storage, networking, operating systems and software development.

 

 

 

 

5

 

 

 

 

 

CONTINUING DIRECTORS

 

 

 

 

 

 

GILI IOHAN

 

 

Age: 50

 

Position, Principal Occupation and Professional Experience:

Partner, Ion Crossover Partners. Ms. Iohan has served as a director since April 2017. Ms. Iohan is a partner at Ion Crossover Partners, an investment firm. Ms. Iohan served as the Company's first Chief Financial Officer from 2005 until March 2017. During her twelve-year tenure, she was responsible for the Company's finance, accounting, back-office operations and human resources. Prior to joining us, Ms. Iohan was a partner at NextAge Co. Ltd. for six years, a firm specializing in providing customized budgeting and controllership environments, strategic business planning and structuring, financial and accounting issue resolution for businesses of all sizes. While at NextAge Co. Ltd., Ms. Iohan served as a Chief Financial Officer and Strategic Financial Consultant for several companies, including SolarEdge. Previously, Ms. Iohan served as a Senior Financial Manager at M-Systems Inc. and held a position at KPMG LLP.

 

Other Current and Past Directorships: Ms. Iohan serves as a director at Fiverr International Ltd (NYSE: FVRR), and Monday.com (Nasdaq: MNDY) and Cato Networks Ltd, and served as a director at SimilarWeb (NYSE: SMWB) until March 2024.

 

Director Qualifications: Our Board of Directors believes that Ms. Iohan possesses specific attributes that qualify her to serve as a director, including her long history at our Company, her experience as a Chief Financial Officer of several global software and technology companies, her experience serving as a director on other public company boards, and her human capital management experience.

 

 

 

 

 

 

 

 

RACHEL PRISHKOLNIK

 

 

Age: 58

 

Position, Principal Occupation and Professional Experience:

Legal Counsel, SolarEdge Technologies, Inc. Ms. Prishkolnik has served as a director since May 2021. Ms. Prishkolnik was Vice President, General Counsel and Corporate Secretary of SolarEdge Technologies, Inc. ("SolarEdge"), a global leader in smart energy technology publicly traded on the Nasdaq Global Select Market, since 2010. On December 27, 2024, Ms. Prishkolnik announced that she will be retiring from SolarEdge and will assist with the transition until the end of August 2025. Prior to joining SolarEdge, Ms. Prishkolnik served as the Vice President, General Counsel & Corporate Secretary of Gilat Satellite Networks Ltd. ("Gilat"). At Gilat she held various positions beginning as Legal Counsel in 2001 and becoming Corporate Secretary in 2004 and Vice President, General Counsel in 2007. Prior to Gilat, she worked at the law firm of Jeffer, Mangels, Butler & Marmaro LLP in Los Angeles. Ms. Prishkolnik holds an LLB law degree from the Faculty of Law at the Tel Aviv University and a B.A. from Wesleyan University in Connecticut. She is licensed to practice law and is a member of the Israeli Bar.

 

Other Current and Past Directorships: None.

 

Director Qualifications: Our Board of Directors believes that Ms. Prishkolnik possesses specific attributes that qualify her to serve as a director, including her experience as a General Counsel of a publicly traded company with experience navigating complex legal, regulatory and corporate governance matters.

 

 

 

 

 

 

 

 

OFER SEGEV

 

 

Age: 66

 

Position, Principal Occupation and Professional Experience:

Chief Financial Officer, Windward Ltd. Mr. Segev has served as a director since 2015. Since 2019, he has served as Chief Financial Officer at Windward Ltd, a predictive intelligence company serving the global maritime industry, and has served as a director of the company since December 2021. From February 2017 to October 2019, Mr. Segev served as the Chief Financial Officer and Chief Operating Officer at AlgoSec, Inc., a network security policy management solutions provider. Prior to joining AlgoSec, from November 2014 to April 2015, he served as the Vice President of Finance and Chief Financial Officer of AudioCodes Limited, a communications company publicly traded on the Nasdaq Global Select Market. Prior to AudioCodes, Mr. Segev served at different times as the Chief Executive Officer and Chief Financial Officer of Ness Technologies, Inc., a provider of IT services whose shares were formerly traded on the Nasdaq Global Select Market. Mr. Segev has also been the Chief Executive Officer and Chief Financial Officer of various other companies, including Attunity, and was a partner at Ernst & Young.

 

Other Current and Past Directorships: Mr. Segev serves as a director at Windward Ltd. (LON: WNWD) and previously served as a director at Ness Technologies Srl from 2012 to 2014.

 

Director Qualifications: Our Board of Directors believes that Mr. Segev possesses specific attributes that qualify him to serve as a director, including his more than 25 years of management and financial experience in the global high-tech and service sectors which he gained by serving as Chief Executive Officer and Chief Financial Officer of several companies, including publicly traded companies and his experience serving as a director on other public company boards.

 

 

 

 

6

 

 

 

 

 

 

CARLOS AUED

 

 

Age: 67

 

Position, Principal Occupation and Professional Experience:

Director, Varonis Systems, Inc. Mr. Aued has served as a director of the Company since January 2022. Mr. Aued served as Leader of Systems Architect/Systems Engineers in a number of verticals, including healthcare, retail, financial, education and public sector over the last 25 years at Cisco Systems, Inc until his retirement in December 2021. Prior to that, Mr. Aued held pre-sales technology leadership positions with a number of companies including Micom, Unisys and BayNetworks.

 

Other Current and Past Directorships: None.

 

Director Qualifications: Our Board of Directors believes that Mr. Aued possesses specific attributes that qualify him to serve as a director, including his experience in leadership roles at a large corporation and expertise in the areas of technology and sales.

 

 

 

 

 

 

 

 

KEVIN COMOLLI

 

 

Age: 66

 

Position, Principal Occupation and Professional Experience:

Partner, Accel. Mr. Comolli has served as a director of the Company since 2004. Mr. Comolli has been a partner at Accel, a global venture capital and growth equity firm, since 2000.

 

Other Current and Past Directorships: Mr. Comolli has experience serving as a director of more than ten private software companies.

 

Director Qualifications: Our Board of Directors believes that Mr. Comolli possesses specific attributes that qualify him to serve as a director, including his experience in the software and technology industry as an investment professional, his experience as a senior leader involved with global emerging software, technology and cloud computing companies, and as a member of the boards of other companies in the industry.

 

 

 

 

 

 

 

 

JOHN J. GAVIN, JR.

 

 

Age: 70

 

Position, Principal Occupation and Professional Experience:

Director, Varonis Systems, Inc. Mr. Gavin has served as a director of the Company since 2013. Mr. Gavin is an industry veteran with more than 40 years of financial and operational management experience. He most recently served as the Executive Vice President and Chief Financial Officer for BladeLogic, a leading data center automation software provider, from 2007 to 2008. Prior to joining BladeLogic, Mr. Gavin served as the Chief Financial Officer for several companies, including Data General Corporation, Cambridge Technology Partners (CTP) and NaviSite, Inc. Mr. Gavin also worked in various positions in the audit practice of Price Waterhouse from 1978 to 1988.

 

Other Current and Past Directorships: Mr. Gavin served as a director of Cimpress plc (Nasdaq: CMPR) from 2006 to 2021. Mr. Gavin also served as a director of BroadSoft, Inc. from 2010 to 2018, Qlik Technologies Inc. from 2010 to 2016, and Ascential Software from 2001 to 2004.

 

Director Qualifications: Our Board of Directors believes that Mr. Gavin possesses specific attributes that qualify him to serve as a director, including his experience as a chief financial officer of multiple public companies, as a member of the board, audit, compensation and nominating & governance committees of other publicly traded companies in the software and technology industry, and for his financial, risk oversight and compliance expertise and his expertise with international direct sales organizations in the software industry.

 

 

 

 

 

 

 

 

FRED VAN DEN BOSCH

 

 

Age: 79

 

Position, Principal Occupation and Professional Experience:

Director, Varonis Systems, Inc. Mr. van den Bosch has served a director of the Company since 2013. He has been a business consultant and private investor since 2015. Mr. van den Bosch has been involved in the architecture and design of hardware and software systems for multiple technology companies. His background spans many technical disciplines including operating systems, storage management, high performance computing, enterprise software-as-a-service, application performance monitoring, and software engineering. Previously, he served as Chief Executive Officer of Librato, Inc. Before that, he served as Chief Executive Officer of PANTA Systems, Inc., as Executive Vice President Engineering and Chief Technology Officer at VERITAS Software, Inc., and in various engineering and management positions at the Computer Systems Division of Philips Electronics. Mr. van den Bosch also serves as an advisor to Tabnine Ltd., OSNexus, Inc., and Thehintbox!, Inc.

 

Other Current and Past Directorships: Mr. van den Bosch serves as a director of Chunk Food Inc., MounTavor Inc., Kaholo Ltd., Today Boost Ltd. and Trailze Ltd., all of which are private companies. Mr. van den Bosch previously served as a director of VERITAS Software, Inc., Librato Inc., Neebula Systems Ltd., and numerous other private companies.

 

Director Qualifications: Our Board of Directors believes that Mr. van den Bosch possesses specific attributes that qualify him to serve as a director, including his many years of operational experience from holding various executive positions at software and technology companies, including chief executive officer and chief technology officer, and his patent and licensing expertise.

 

 

 

 

7

 

 

8

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

2025

 

 

2024

 

 

(in thousands)

 

 

Audit Fees⁽¹⁾

 

 

$983

 

 

$1,157

 

 

Audit-related Fees⁽²⁾

 

 

100

 

 

-

 

 

Tax Fees⁽³⁾

 

 

436

 

 

298

 

 

All Other Fees⁽⁴⁾

 

 

-

 

 

451

 

 

Total Fees

 

 

$1,519

 

 

$1,906

 

 

 

 

 

 

 

 

 

 

(1)

Audit fees relate to professional services rendered for the audits of our annual consolidated financial statements and the reviews of our quarterly consolidated financial statements. These services include fees for the issuance of convertible senior notes in September 2024.

(2)

Audit-related fees relate to professional services rendered in connection with assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit Fees."

(3)

Tax fees consist of professional services for tax compliance, tax advice and tax planning.

(4)

All other fees relate to capital market advisory services.

 

9

 

•

Minimum vesting period of one year, except under certain limited circumstances and with permitted exceptions up to 5% of the share reserve.

•

Dividends and dividend equivalent rights, if any, on all awards will be subject to the same vesting requirements as the underlying award and will only be paid at the time those vesting requirements are satisfied.

•

No "liberal share recycling" of shares withheld upon exercise of stock options.

•

No dividends or dividend equivalents on options or stock appreciation rights.

•

Minimum 100% fair market value exercise price as of the date of grant for options and stock appreciation rights.

•

No "liberal" change in control definition.

•

No repricing of options or stock appreciation rights and no cash buyout of underwater options or stock appreciation rights without shareholder approval, except for certain equitable adjustments in connection with certain corporate transactions.

•

No excise tax gross-ups.

•

No "reloads" of options or stock appreciation rights.

 

10

 

 

11

 

 

12

 

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

3-Year

Average

 

 

 

 

2025

 

 

2024

 

 

2023

 

 

Stock options granted (a)

 

 

0

 

 

0

 

 

0

 

 

 

 

Full Value Shares granted (b)

 

 

4,315,985

 

 

3,864,327

 

 

3,832,156

 

 

 

 

Total equity awards (a+b)

 

 

4,315,985

 

 

3,864,327

 

 

3,832,156

 

 

 

 

Weighted average shares of Common Stock outstanding (c)

 

 

117,546,852

 

 

111,660,541

 

 

109,141,894

 

 

 

 

Burn rate ((a+b)/c)

 

 

3.67%

 

 

3.46%

 

 

3.51%

 

 

3.55%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional shares requested for approval under the 2023 Plan

 

 

​6,402,279

 

 

​Shares available for issuance of future awards under the existing 2023 Plan

 

 

​142,613*

 

 

Shares subject to outstanding stock options under the 2013 Plan and 2019 Polyrize Plan

 

 

45

 

 

Weighted-average exercise price of outstanding stock options

 

 

$17.05

 

 

Weighted-average remaining term of outstanding stock options

 

 

4.07 Years

 

 

Shares subject to outstanding full-value stock awards under the 2013 Plan and 2023 Plan

 

 

9,223,712

 

 

 

 

 

 

 

*

The share reserve under the 2023 Plan will be reduced by one share for every one share underlying awards granted under the 2023 Plan after April 6, 2026 and prior to June 1, 2026.

 

14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

 

 

Stock

Options

 

 

RSUs

 

 

PSUs

 

 

Named Executive Officers

 

 

 

 

 

 

 

 

Yakov Faitelson

 

 

-

 

 

612,293

 

 

1,836,879

 

 

Guy Melamed

 

 

-

 

 

254,931

 

 

764,793

 

 

David Bass

 

 

-

 

 

340,400

 

 

673,131

 

 

Gregory Pomeroy

 

 

-

 

 

152,047

 

 

731,349

 

 

Dov Gottlieb

 

 

-

 

 

134,677

 

 

134,679

 

 

Directors

 

 

 

 

 

 

 

 

Thomas Mendoza

 

 

-

 

 

8,341

 

 

-

 

 

Avrohom Kess

 

 

-

 

 

8,341

 

 

-

 

 

Ohad Korkus

 

 

-

 

 

8,341

 

 

-

 

 

Gili Iohan

 

 

-

 

 

8,341

 

 

-

 

 

Ofer Segev

 

 

-

 

 

8,341

 

 

-

 

 

Rachel Prishkolnik

 

 

-

 

 

4,163

 

 

-

 

 

Carlos Aued

 

 

-

 

 

8,341

 

 

-

 

 

John Gavin, Jr.

 

 

-

 

 

8,341

 

 

-

 

 

Kevin Comolli

 

 

-

 

 

8,341

 

 

-

 

 

Fred van den Bosch

 

 

-

 

 

8,341

 

 

-

 

 

All Current Executive Officers as a Group

 

 

-

 

 

1,494,248

 

 

4,140,831

 

 

All Current Non-Executive Officer Directors as a Group

 

 

-

 

 

79,232

 

 

-

 

 

Other Persons

 

 

 

 

 

 

 

 

Each associate of the current executive officers, non-executive officer directors and director nominees

 

 

-

 

 

-

 

 

-

 

 

Each other person who received or is to receive 5% of awards under the 2023 Plan

 

 

-

 

 

-

 

 

-

 

 

All Non-Executive Officer Employees as a Group

 

 

-

 

 

6,831,760

 

 

1,901,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15

 

 

 

 

 

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

 

 

 

 

 

 

 

 

Independent Lead Director

 

 

The Board of Directors has an independent lead director (the "Lead Director"), because the Chairman of the Board of Directors is a non-independent member.

Committee Independence

 

 

Our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are all composed of independent directors.

Risk Oversight

 

 

The Board of Directors and its committees regularly oversees risks related to Company strategy, including risks associated with cyber-attacks and data breaches.

Executive Sessions

 

 

Independent members of the Board of Directors and its committees have the opportunity to meet periodically in executive sessions with no members of management present, following meetings of the Board of Directors or its committees, as applicable.

Board of Directors Attendance

 

 

All directors attended at least 75% of meetings of the Board of Directors and any committees on which they served in fiscal year 2025.

Diversity

 

 

The composition of the Board of Directors encompasses a broad range of skills, expertise, industry knowledge and diversity.

Board Tenure

 

 

The Board of Directors' balanced approach to refreshment results in an appropriate mix of newer directors and directors with experience with our Company. More than 25% of the Company's directors have joined the Board since the beginning of 2021.

Board of Directors and Committee Self-Evaluations

 

 

Each of the Board of Directors and its committees evaluates and discusses its respective performance and effectiveness annually.

Compensation risk mitigation measures

 

 

We maintain robust stock ownership guidelines, as well as a claw-back policy, and prohibit, without exception, hedging and pledging of our common stock by our employees, officers and directors.

 

 

 

 

 

16

 

 

 

 

 

Yakov Faitelson

Chief Executive Officer,

President and Chairman

 

 

Our CEO and Chairman positions are currently held by Yakov Faitelson. Our Board of Directors has determined that its current leadership structure is appropriate as our CEO, President and Chairman has extensive knowledge of all aspects of the Company, our business and risks and our customers. This experience allows the Board of Directors to understand the Company better and work closely with management to enhance shareholder value. In addition, the Board of Directors believes that this structure helps it fulfill more effectively its risk oversight responsibilities, and enhances the ability of the Chairman, President and CEO to communicate effectively the Board of Directors' view to management.

John J. Gavin, Jr.

Lead Director

 

 

Mr. Gavin is currently serving as our Lead Director. The position of Lead Director is to be held by one of our independent directors and has responsibilities beyond those of the other directors, which may include but are not limited to the following areas:

 

 

•

 

 

Board leadership: organizing and chairing executive sessions of independent directors, and convening and chairing other meetings of independent directors as deemed necessary;

 

 

•

 

 

Chairman-independent director liaison: acting as a liaison between the President and Chairman and the Board of Directors;

 

 

•

 

 

Chief Executive Officer succession planning: leading a discussion of succession planning with the CEO and the chairperson of our Nominating and Corporate Governance Committee. Additionally, serving as temporary Chairman of the Board of Directors in the event that the Chairman of the Board of Directors is unable to fulfill his or her role due to a crisis or other event making leadership by current management inappropriate or ineffective;

 

 

•

 

 

Shareholder communications: making himself/herself available for direct communication with major shareholders; and

 

 

•

 

 

Board information and agendas: collaborating with the CEO on Board of Directors meeting agendas, approving these agendas and information sent to the Board of Directors and approving meeting schedules to ensure sufficient time for discussion of all agenda items.

 

 

The Lead Director serves for a renewable one-year term.

 

 

 

 

 

17

 

 

 

 

 

 

 

 

✔

 

 

Demonstrated integrity and achievement

 

 

All directors or candidates for directorship should possess the highest personal and professional ethics, mature judgment, integrity and the ability to collaborate effectively with the other directors. They are also expected to have demonstrated professional achievement and leadership capabilities.

 

 

 

 

 

 

 

 

 

 

 

✔

 

 

Time and availability

 

 

All directors or candidates for directorship must evidence a commitment to devote the substantial time and energy required of productive board members. For more information, see "Expectations for Directors and Meetings of the Board of Directors."

 

 

 

 

 

 

 

 

 

 

 

✔

 

 

Diversity and effective mix of tenures

 

 

Our Board of Directors and Nominating and Corporate Governance Committee consider it a top priority to maintain a Board of Directors composed of directors who have different tenures with the Company, and bring diverse viewpoints and perspectives, which may come in the form of diverse skills, professional experiences, ages or backgrounds.

 

 

 

 

 

 

 

 

 

 

 

✔

 

 

Qualifications

 

 

Our Board of Directors and Nominating and Corporate Governance Committee seek candidates with a broad diversity of knowledge, experience and demonstrated expertise in an area or areas of importance to our Company. For more information, see "Board Skills and Experience" above and "Board Diversity" below.

 

 

 

 

 

18

 

 

 

 

 

 

 

 

 

 

Topic

 

 

Company's Expectation

 

 

2025 Result

 

Service on other public company boards

 

 

➢

 

 

The Company values the experience that directors bring from other boards but recognizes that the boards may present demands on a director's time and availability.

 

 

None of our directors, other than Ms. Iohan and Mr. Segev, currently serves on another public company board.

 

➢

 

 

Directors are expected not to serve simultaneously on an excessive number of outside public company boards.

 

 

Attendance at annual meetings of shareholders

 

 

➢

 

 

To the extent reasonably practicable, directors should attend our annual meetings of shareholders.

 

 

Nine of our directors who were serving on our Board of Directors at the time of our 2025 Annual Meeting of Shareholders attended that meeting.

 

Attendance at Board of Directors and committee meetings

 

 

➢

 

 

The Board of Directors expects that directors will dedicate sufficient time and attention to ensure diligent performance of their duties and will interact with each other in real-time to encourage open and inspired discussion.

 

 

Each of our directors attended 75% or more of the aggregate number of meetings of the Board of Directors and of the committees on which he or she served, held during the portion of the year for which he or she was a Board of Directors or committee member.

 

 

 

 

 

 

 

 

 

 

 

 

19

 

 

 

 

 

AUDIT COMMITTEE

 

 

Members:

 

 

John J. Gavin, Jr., Ofer Segev and Fred van den Bosch

 

 

Chairperson:

 

 

John J. Gavin, Jr.

 

 

Independence:

 

 

The Board of Directors has determined that each member of the Audit Committee qualifies as independent pursuant to applicable SEC and Nasdaq rules.

 

 

Financial Expert:

 

 

The Board of Directors has determined that all members of the Audit Committee meet the financial literacy requirements of the Nasdaq, and that Mr. Gavin and Mr. Segev qualify as "audit committee financial experts" as defined in SEC rules.

 

 

Meetings held in fiscal 2025:

 

 

5

 

 

Responsibilities:

 

 

•

 

 

appointing, compensating and overseeing the work of our independent auditors;

 

 

•

 

 

approving engagements of the independent registered public accounting firm to render any audit or permissible non-audit services;

 

 

•

 

 

reviewing the qualifications, performance and independence of the independent registered public accounting firm;

 

 

•

 

 

reviewing our financial statements and related disclosures and reviewing the adequacy and effectiveness of the accounting and financial controls;

 

 

•

 

 

reviewing the adequacy and effectiveness of our internal controls over financial reporting;

 

 

•

 

 

reviewing the procedures established for the receipt, retention and treatment of accounting and auditing related complaints and concerns;

 

 

•

 

 

setting the internal audit work plan and providing oversight of the internal audit team;

 

 

•

 

 

preparing the Audit Committee report required by SEC rules to be included in our annual proxy statement;

 

 

•

 

 

reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit, our quarterly financial statements and our publicly filed reports; and

 

 

•

 

 

reviewing and approving investment and hedging policies.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMPENSATION COMMITTEE

 

 

Members:

 

 

Kevin Comolli, Gili Iohan, Avrohom J. Kess and Rachel Prishkolnik

 

 

Chairperson:

 

 

Avrohom J. Kess

 

 

Independence:

 

 

The Board of Directors has determined that each member of the Compensation Committee qualifies as independent pursuant to SEC and Nasdaq rules, and as a "non-employee" director for purposes of Rule 16b-3 under Section 16 of the Exchange Act.

 

 

Meetings held in fiscal 2025:

 

 

6

 

 

Responsibilities:

 

 

•

 

 

reviewing and recommending policies, plans and programs relating to compensation and benefits of our directors, officers and employees;

 

 

•

 

 

reviewing and amending or recommending the goals and objectives of our executive compensation plans and general compensation policies, plans, programs and other employee benefit plans;

 

 

•

 

 

evaluating the performance of our CEO and other executive officers in light of established goals and objectives, and, based on these evaluations, making recommendations to the Board of Directors with respect to the CEO's compensation level and approving the compensation of other executive officers;

 

 

•

 

 

evaluating the appropriate level of compensation for Board of Directors and Committee service by non-employee directors;

 

 

•

 

 

preparing the Compensation Committee report required by SEC rules to be included in our annual proxy statement;

 

 

•

 

 

reviewing compensation arrangements for our Executive employees and evaluating the relationship between risk management policies and practices, corporate strategy and our compensation arrangements; and

 

 

•

 

 

reviewing and approving the equity compensation plans for our employees and directors.

 

 

 

 

 

 

 

 

 

 

 

20

 

 

 

 

 

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

 

 

Members:

 

 

Kevin Comolli, John J. Gavin, Jr. and Gili Iohan

 

 

Chairperson:

 

 

Gili Iohan

 

 

Independence:

 

 

The Board of Directors has determined that each of the member of the Nominating and Corporate Governance Committee is an independent director under the Nasdaq rules.

 

 

Meetings held in fiscal 2025:

 

 

2

 

 

Responsibilities:

 

 

•

 

 

evaluating and making recommendations regarding the organization and governance of the Board of Directors and its committees;

 

 

•

 

 

assessing the performance of Board of Directors and committee members and making recommendations regarding committee and chairperson assignments and composition and the size of the Board of Directors and its committees;

 

 

•

 

 

recommending desired qualifications for Board of Directors and committee membership and conducting searches for potential members of the Board of Directors by independently searching for, identifying, recruiting and, if appropriate, interviewing candidates, as well as reviewing their background and qualifications, including experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate;

 

 

•

 

 

evaluating and making recommendations regarding the creation of additional committees or the change in mandate or elimination of committees;

 

 

•

 

 

developing and recommending a set of corporate governance principles and reviewing their compliance with laws and regulations;

 

 

•

 

 

reviewing and recommending to the Board of Directors the director nominees for election by the shareholders or appointment by the Board of Directors; reviewing and approving conflicts of interest of our directors and corporate officers, other than related person transactions reviewed by the Audit Committee; and

 

 

•

 

 

monitoring developments related to corporate social responsibility; including environmental, social and governance matters.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TECHNOLOGY COMMITTEE

 

 

Members:

 

 

Yakov Faitelson, Kevin Comolli, John J. Gavin, Jr., Ohad Korkus and Fred van den Bosch

 

 

Chairperson:

 

 

Ohad Korkus

 

 

Independence:

 

 

The Board of Directors has determined that each member of the Technology Committee, other than the CEO, is an independent director under the Nasdaq rules.

 

 

Meetings held in fiscal 2025:

 

 

5

 

 

Responsibilities:

 

 

•

 

 

providing guidance and oversight regarding the Company's technology strategy, including with respect to future trends in technology that may affect the Company's strategic plans, including monitoring of overall industry trends;

 

 

•

 

 

providing guidance and oversight regarding the Company's technology risk management as related to technology, cybersecurity, data security, disaster recovery and business continuity for the Company's major technology systems and intellectual property protection;

 

 

•

 

 

making recommendations to the Board with respect to decisions on investment in technology projects, discussing, reviewing and approving the research and development roadmap and overseeing its execution and discussing and reviewing the annual plan and budget for investments in technology, which is ultimately approved by the Board on the basis of recommendations by the Committee;

 

 

•

 

 

discussing, reviewing and approving technology-related policies; and

 

 

•

 

 

examining staffing needs and review plans as presented by the Company's management and recommending an execution path.

 

 

 

 

 

 

 

 

 

 

 

21

 

 

 

 

 

 

 

Committee

 

 

Primary Areas of Risk Oversight

 

Audit Committee

 

 

 

Compensation Committee

 

 

 

Nominating and Corporate Governance Committee

 

 

 

Technology Committee

 

 

 

 

 

 

 

 

22

 

✔

Claw-back Policy: We maintain a claw-back policy as required by the rules of Nasdaq. Our claw-back policy covers each of our current and former executive officers. The policy provides that, subject to the limited exemptions provided by the Nasdaq rules, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Compensation Committee must reasonably promptly seek recovery of any cash- or equity-based incentive compensation (including vested and unvested equity) paid or awarded to the executive officer, to the extent that the compensation (i) was based on erroneous financial data and (ii) exceeded what would have been paid to the executive officer under the restatement. Recovery applies to any such excess cash- or equity-based bonus/other incentive compensation received by any covered executive officer, while he/she was an executive officer, during the three completed fiscal years immediately preceding the date on which the Company determines an accounting statement is required. For more information, see the full text of our claw-back policy, which is filed as Exhibit 97 to our Annual Report on Form 10-K for the year-ended December 31, 2025.

✔

Anti-Hedging and Anti-Pledging Policies: Our insider trading policy prohibits, without exception, our executive officers, employees and directors from engaging in speculative transactions designed to decrease the risks of holding Company securities, such as short sales of Company securities and transactions in puts, calls, publicly traded options and other derivative securities with respect to Company securities. The policy also forbids all of our executive officers, employees and directors from entering into hedging or monetization transactions, such as zero-cost collars and forward sale contracts, which allow such individuals to continue to own Company securities without the full risks and rewards of ownership. In addition, our executive officers, employees and directors are prohibited, without exception, from pledging Company securities as collateral for loans and may not hold Company securities in margin accounts.

✔

Executive and Director Stock Ownership Guidelines and Retention Requirements: Our stock ownership guidelines further align the interests of our executive officers and directors with those of our shareholders. The guidelines require our executive officers and directors to hold common stock (including stock underlying unvested time-vesting restricted stock units ("RSUs") and common stock held in trust or by certain family members, but excluding vested options and unvested or unearned performance-vesting restricted stock units ("PSUs")), with a value expressed as a multiple of the individual's annual salary or cash retainer, as applicable.

 

23

 

 

 

 

 

 

 

 

 

 

 

Role

 

 

Stock Ownership Guideline

(Multiple of Annual Salary/Cash Retainer)

 

 

Compliance⁽¹⁾

 

 

Chief Executive Officer, President and Chairman

 

 

6.0

 

 

✔

 

 

Chief Financial Officer and Chief Operating Officer

 

 

4.0

 

 

✔

 

 

Other Executive Officers

 

 

3.0

 

 

✔

 

 

Non-Employee Directors

 

 

5.0

 

 

✔

 

 

 

 

 

 

 

 

 

 

(1)

Based on salary and fair market value of counted equity as of December 31, 2025. As of the date of this filing, all executive officers and directors continue to be compliant with the above stock ownership guidelines.

✔

Equity Grant Timing Practices: The Compensation Committee typically makes annual awards of equity to executive officers at its meeting held in February, which is set in advance as part of the Board's annual calendar of scheduled meetings. These grants are made after results for the preceding fiscal year become available and after review and evaluation of each executive officer's performance, enabling the Compensation Committee to consider both the prior year's performance and expectations for the succeeding year in making grant decisions. The grants generally occur on pre-established dates pursuant to our equity grant practice, on the second business day after the public release of our fiscal year-end earnings, and the number of shares underlying each such grant is determined by dividing the dollar amount of the grant by the closing market price of our stock on such grant date. However, the Compensation Committee has in the past, and may in the future, make grants of equity on other dates in order to retain key employees, to compensate an employee in connection with a promotion, to compensate newly hired executives for equity or other benefits lost upon termination of their previous employment or otherwise to induce them to join our Company or for other purposes. Annual awards for non-employee directors are made at a Compensation Committee meeting held after the end of the first fiscal quarter, and initial awards are granted on the date the new director is appointed or elected to the Board of Directors. We do not, and during 2025 did not, time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. We monitor and periodically review our equity grant policies to ensure compliance with plan rules and applicable laws.

 

24

 

 

 

 

 

CORPORATE RESPONSIBILITY

 

 

25

 

 

26

 

 

 

 

 

EXECUTIVE OFFICERS

 

 

 

 

 

 

GUY MELAMED

 

 

Age: 46

 

Position, Principal Occupation and Professional Experience:

Chief Financial Officer and Chief Operating Officer. Mr. Melamed has served as our Chief Financial Officer since April 2017 and also as our Chief Operating Officer since February 2018. He is responsible for global operations, executing business strategies and financial management, including legal, treasury, investor relations and purchasing. Prior to becoming Chief Financial Officer, Mr. Melamed served in various finance roles within the Company since 2011, most recently as Vice President of Finance, during which time he was responsible for financial planning, reporting and operations and was instrumental in building and managing the global finance organization. Prior to joining Varonis, he held positions at E&Y as an Audit Manager and at KPMG, working with both foreign and domestic public and private companies. Mr. Melamed holds both a B.A and M.S.A from Boston College and is a Certified Public Accountant in the U.S. and Israel.

 

 

 

 

 

 

 

 

DAVID BASS

 

 

Age: 48

 

Position, Principal Occupation and Professional Experience:

Executive Vice President of Engineering and Chief Technology Officer. Mr. Bass has served as our Executive Vice President of Engineering and Chief Technology Officer since March 2018 and is responsible for all of Varonis' product development and quality assurance. Mr. Bass has been an employee of the Company since 2005 and served as its Senior Vice President of Engineering from May 2014 through February 2018. Under his leadership, the Company has assembled an engineering organization with deep experience spanning digital collaboration, storage, networking and security. Prior to Varonis, Mr. Bass held managerial development positions at NetVision Internet Applications and as an independent contractor.

 

 

 

 

 

 

 

 

GREGORY POMEROY

 

 

Age: 53

 

Position, Principal Occupation and Professional Experience:

Senior Vice President of Worldwide Sales. Mr. Pomeroy is serving as Senior Vice President of Worldwide Sales after serving the previous five years as Vice President of North American Sales. He is responsible for growing the company revenue and overseeing customer deployment and retention. After joining Varonis in 2008, Mr. Pomeroy has held various sales leadership roles. Mr. Pomeroy has over 30 years of experience in information security sales and graduated from Hamilton College.

 

 

 

 

 

 

 

 

DOV GOTTLIEB

 

 

Age: 50

 

Position, Principal Occupation and Professional Experience:

Vice President, General Counsel and Corporate Secretary. Mr. Gottlieb has served as our Vice President, General Counsel and Corporate Secretary since April 2021 and is responsible for all legal matters at the Company. He joined Varonis from the law firm White & Case LLP, where he was a Partner, a member of the Corporate Department and established the Public Company Advisory Group. He also served as Varonis' lead outside counsel, advising the Company on a wide range of general corporate, transactional, securities laws and governance matters. He is a frequent speaker and an author on corporate governance topics. Mr. Gottlieb received his bachelor's degree in accounting from Yeshiva University and his J.D. from University of Pennsylvania.

 

 

 

 

27

 

 

 

 

 

AUDIT COMMITTEE REPORT

 

•

reviewed and discussed the audited financial statements and earning releases with management and E&Y;

•

discussed with E&Y the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC;

•

received periodic updates from management and E&Y at scheduled Audit Committee meetings regarding the testing and evaluation of the Company's internal controls over financial reporting and material risks to the Company's business;

•

received updates from management and internal audit at scheduled Audit Committee meetings regarding enterprise risks and remediation activities;

•

discussed with E&Y the overall scope, plan and budget for the audit and the results of the audit, and discussed with management and E&Y the adequacy and effectiveness of the internal controls and the overall quality of the Company's financial reporting;

•

received the written disclosures and the letter from E&Y required by applicable requirements of the Public Company Accounting Oversight Board regarding E&Y's communications with the Audit Committee concerning independence and has discussed with E&Y its independence;

•

received reports about the receipt, retention, and treatment of compliance concerns; and

•

reviewed with the General Counsel legal and compliance matters.

 

28

 

 

 

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

•

each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

•

each of our named executive officers;

•

each of our directors or director nominees; and

•

all of our current executive officers and directors as a group.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name of Beneficial Owner

 

 

Shares Outstanding

Beneficially Owned

 

 

Shares Subject to

Right to Acquire

Within 60 Days⁽¹⁾

 

 

Total Number of

Shares Beneficially Owned

 

 

% of Total

Outstanding Shares

Beneficially Owned

 

 

Five-Percent-or-More Beneficial:

 

 

 

 

 

 

 

 

 

 

BlackRock, Inc.⁽²⁾

 

 

10,026,635

 

 

-

 

 

10,026,635

 

 

9.1%

 

 

Named Executive Officers and Directors:

 

 

 

 

 

 

 

 

 

 

Yakov Faitelson⁽³⁾

 

 

1,141,009

 

 

-

 

 

1,141,009

 

 

*

 

 

Guy Melamed

 

 

411,666

 

 

-

 

 

411,666

 

 

*

 

 

David Bass

 

 

664,767

 

 

-

 

 

664,767

 

 

*

 

 

Gregory Pomeroy

 

 

86,061

 

 

-

 

 

86,061

 

 

*

 

 

Dov Gottlieb⁽⁴⁾

 

 

108,987

 

 

18,145

 

 

127,132

 

 

*

 

 

Carlos Aued⁽⁵⁾

 

 

18,845

 

 

4,178

 

 

23,023

 

 

*

 

 

Kevin Comolli⁽⁶⁾

 

 

225,946

 

 

4,178

 

 

230,124

 

 

*

 

 

John J. Gavin, Jr.⁽⁷⁾

 

 

269,488

 

 

4,178

 

 

​273,666

 

 

*

 

 

Gili Iohan⁽⁸⁾

 

 

23,426

 

 

4,178

 

 

27,201

 

 

*

 

 

Avrohom J. Kess⁽⁹⁾

 

 

​45,225

 

 

4,178

 

 

49,403

 

 

*

 

 

Ohad Korkus⁽¹⁰⁾

 

 

118,556

 

 

4,178

 

 

122,734

 

 

*

 

 

Thomas Mendoza⁽¹¹⁾

 

 

61,023

 

 

4,178

 

 

65,201

 

 

*

 

 

Rachel Prishkolnik⁽¹²⁾

 

 

21,536

 

 

4,178

 

 

25,714

 

 

*

 

 

Ofer Segev⁽¹³⁾

 

 

79,845

 

 

4,178

 

 

84,023

 

 

*

 

 

Fred van den Bosch⁽¹⁴⁾

 

 

124,488

 

 

4,178

 

 

128,666

 

 

*

 

 

All executive officers and directors as a group (15 persons)

 

 

3,400,868

 

 

59,925

 

 

3,460,793

 

 

3.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

Represents beneficial ownership of less than one percent (1%).

(1)

For directors and executive officers, shares are deemed to be beneficially owned due to the individual's right to acquire the shares upon the exercise of outstanding stock options or vesting of RSUs within 60 days from April 6, 2026 or upon termination of service other than for death, disability of involuntary termination.

(2)

Based solely on a Schedule 13G/A filed by BlackRock, Inc. on July 17, 2025. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. Represents 10,026,635 shares of common stock over which BlackRock, Inc. has sole voting power and 10,223,060 shares of common stock over which BlackRock, Inc. has sole dispositive power.

(3)

Consists of (i) 771,828 shares owned directly by Mr. Faitelson; (ii) 83,869 shares owned by Mr. Faitelson's spouse, and (iii) 285,312 shares owned in trust.

(4)

Consists of (i) 108,987 shares owned directly by Mr. Gottlieb and (ii) 18,145 shares subject to RSUs exercisable within 60 days of April 6, 2026.

(5)

Consists of (i) 18,845 shares owned directly by Mr. Aued; and (ii) 4,178 shares subject to RSUs exercisable within 60 days of April 6, 2026.

 

29

 

(6)

Consists of (i) 35,371 shares owned directly by Mr. Comolli; (ii) 190,575 shares owned by Kevin E Comolli Living Trust Ltd 3/28/18, of which Mr. Comolli is the beneficiary; and (iii) 4,178 shares subject to RSUs exercisable within 60 days of April 6, 2026.

(7)

Consists of (i) 269,488 shares owned jointly with Mr. Gavin and spouse; and (ii) 4,178 shares subject to RSUs exercisable within 60 days of April 6, 2026.

(8)

Consists of (i) 23,426 shares owned directly by Ms. Iohan; and (ii) 4,178 shares subject to RSUs exercisable within 60 days of April 6, 2026.

(9)

Consists of (i) 45,225 shares owned directly by Mr. Kess; and (ii) 4,178 shares subject to RSUs exercisable within 60 days of April 10, 2026.

(10)

Consists of (i) 118,556 shares owned directly by Mr. Korkus; and (ii) 4,178 shares subject to RSUs exercisable within 60 days of April 6, 2026.

(11)

Consists of (i) 60,972 shares owned directly by Mr. Mendoza; (ii) 51 shares owned by Mr. Mendoza as custodian for the benefit of Dylan M. O'Rand, Mr. Mendoza's nephew; and (iii) 4,178 shares subject to RSUs exercisable within 60 days of April 6, 2026.

(12)

Consists of (i) 21,536 shares owned directly by Ms. Prishkolnik; and (ii) 4,178 shares subject to RSUs exercisable within 60 days of April 6, 2026.

(13)

Consists of (i) 79,845 shares owned directly by Mr. Segev; and (ii) 4,178 shares subject to RSUs exercisable within 60 days of April 6, 2026.

(14)

Consists of (i) 124,488 shares owned directly by Mr. van den Bosch; and (ii) 4,178 shares subject to RSUs exercisable within 60 days of April 6, 2026.

 

30

 

 

 

 

 

COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

 

 

 

 

Named Executive Officer

 

 

Title

 

Yakov Faitelson

 

 

Chief Executive Officer, President and Chairman of the Board

 

Guy Melamed

 

 

Chief Financial Officer and Chief Operating Officer

 

David Bass

 

 

Executive Vice President of Engineering and Chief Technology Officer

 

Gregory Pomeroy

 

 

Senior Vice President of Worldwide Sales

 

Dov Gottlieb

 

 

Vice President, General Counsel and Corporate Secretary

 

 

 

 

 

 

31

 

•

reviewing and approving or recommending to the Board of Directors to approve the compensation of our Chief Executive Officer;

•

reviewing and approving or recommending to the Board of Directors to approve the compensation of all executive officers and establishing annual and long-term performance goals for these individuals;

•

reviewing and approving or recommending to the Board of Directors to approve performance-based compensation of all executive officers, including incentive awards;

•

reviewing our director compensation program and recommending changes in director compensation to the Board of Directors, to the extent appropriate;

•

reviewing the existing incentive structure, taking into consideration investor feedback, business performance, and our strategic roadmap, in considering the efficacy of further enhancements; and

•

administering our equity compensation plans and programs.

✔

attract, motivate and retain highly skilled executives;

✔

incentivize management to optimize the Company's performance; and

✔

increase long-term shareholder value.

 

 

 

 

 

 

 

What we do

 

 

What we don't do