Varonis Systems Inc DEF 14A, filed Apr 19, 2024

About this DEF 14A

Varonis Systems Inc (VRNS)

DEF 14A 2024-04-19 For: 2024-06-03

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Added on June 12, 2026

AC: Audit Committee

- Committee Chairperson

CC: Compensation Committee

NCGC: Nominating and Corporate Governance Committee

TC: Technology Committee

Varonis Systems Inc filed this DEF 14A on April 19, 2024.

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☐			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

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

DATE AND TIME:	June 3, 2024 at 10:00 a.m., Eastern Daylight Time

PLACE:	The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) will be held in a virtual format at the following virtual meeting site: www.virtualshareholdermeeting.com/VRNS2024

ITEMS OF BUSINESS:	(1)	To elect three Class I director nominees listed in the Proxy Statement;

	(2)	To approve, on a non-binding, advisory basis, the frequency of future votes to approve executive compensation;

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

	(4)	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 2024;

	(5)	To approve the Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan; and

	(6)	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 2024 Annual Meeting of Shareholders.

WHO CAN VOTE:	The record date for the Annual Meeting is April 8, 2024. 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, Director of Investor Relations, at tperz@varonis.com 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/VRNS2024.

PROXY STATEMENT SUMMARY			1
PROPOSALS REQUIRING YOUR VOTE			5
PROPOSAL NO. 1: ELECTION OF DIRECTORS			5
PROPOSAL NO. 2: NON-BINDING VOTE TO APPROVE THE FREQUENCY OF FUTURE VOTES TO APPROVE EXECUTIVE COMPENSATION			9
PROPOSAL NO. 3: NON-BINDING VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			10
PROPOSAL NO. 4: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			11
PROPOSAL NO. 5: APPROVAL OF AMENDED AND RESTATED VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN			13
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			19
CORPORATE RESPONSIBILITY			28
EXECUTIVE OFFICERS			30
AUDIT COMMITTEE REPORT			31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			32
COMPENSATION DISCUSSION AND ANALYSIS			34
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS			46
EXECUTIVE COMPENSATION			47
DIRECTOR COMPENSATION			52
CHIEF EXECUTIVE OFFICER PAY RATIO			53
PAY VERSUS PERFORMANCE			54
EQUITY COMPENSATION PLAN INFORMATION			57
TRANSACTIONS WITH RELATED PERSONS			57
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING			59
OTHER MATTERS			62
APPENDIX A – AMENDED AND RESTATED VARONIS SYSTEMS, INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN (REFLECTING PROPOSED AMENDMENT)			A-1
APPENDIX B – NON-GAAP RECONCILIATION			B-1

Place: www.virtualshareholdermeeting.com/VRNS2024			Date: June 3, 2024
Record Date: April 8, 2024			Time: 10:00 a.m., Eastern Daylight Time

On behalf of the Board of Directors, I warmly invite you to attend the 2024 Annual Meeting of Shareholders of Varonis Systems, Inc., to be held at 10:00 a.m., Eastern Daylight Time, on June 3, 2024, at www.virtualshareholdermeeting.com/VRNS2024. 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.

Proposal	Board Vote Recommendation	Page
Proposal 1 – Election of Directors	FOR each of the nominees	5
Proposal 2 – Advisory Vote to Approve Frequency of Future Votes to Approve Executive Compensation	FOR 1 YEAR	9
Proposal 3 – Advisory Vote to Approve Executive Compensation	FOR	10
Proposal 4 – Auditor Ratification Proposal	FOR	11
Proposal 5 – Approval of Amended and Restated Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan	FOR	13

	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/VRNS2024		Refer to voting instruction form.

GILI IOHAN			Age: 48
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 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: 56
Position, Principal Occupation and Professional Experience: VP General Counsel & Corporate Secretary, SolarEdge Technologies, Inc. Ms. Prishkolnik has served as a director since May 2021. Ms. Prishkolnik has been 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. 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: 64
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.

CARLOS AUED			Age: 65
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: 64
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: 68
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: 77
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.

YAKOV FAITELSON			Age: 48
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: 73
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: 55
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.

OHAD KORKUS			Age: 45
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.

	Fiscal Year Ended
	2023	2022
	(in thousands)
Audit Fees⁽¹⁾	$795	$870
Audit-Related Fees⁽²⁾	21	28
Tax Fees⁽³⁾	252	177
All Other Fees⁽⁴⁾	51	–
Total Fees	$1,119	$1,075

	Year Ended December 31,			3-Year Average
	2023	2022	2021	3-Year Average
Stock options granted (a)	0	0	0
Full Value Shares granted (b)	3,832,156	4,789,227	3,542,175
Total equity awards (a+b)	3,832,156	4,789,227	3,542,175
Weighted average shares of Common Stock outstanding (c)	109,141,894	109,281,368	105,305,957
Burn rate ((a+b)/c)	3.51%	4.38%	3.36%	3.75%

Additional shares requested for approval under the Restated 2023 Plan			4,400,000
Shares available for issuance of future awards under the existing 2023 Plan			2,396,671*
Shares subject to outstanding stock options under the 2013 Plan and 2019 Polyrize Plan			497,817
Weighted-average exercise price of outstanding stock options			$7.51
Weighted–average remaining term of outstanding stock options			0.72 Years
Shares subject to outstanding full-value stock awards under the 2013 Plan and 2023 Plan			8,485,397

Name	Stock Options	RSUs	PSUs
Named Executive Officers
Yakov Faitelson	—	134,159	402,477
Guy Melamed	—	58,605	175,815
David Bass	—	75,478	144,177
James O’Boyle	—	38,236	114,708
Dov Gottlieb	—	30,960	30,960
Director Nominees
Thomas Mendoza	—	—	—
Avrohom Kess	—	—	—
Ohad Korkus	—	—	—
Gili Iohan	—	—	—
Ofer Segev	—	—	—
Rachel Prishkolnik	—	—	—
Carlos Aued	—	—	—
John Gavin, Jr.	—	—	—
Fred Van Den Bosch	—	—	—
All Current Executive Officers as a Group	—	337,438	868,137
All Current Non-Executive Officer Directors as a Group	—	—	—
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	—	1,633,485	691,760

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 2023.
Diversity			The composition of the Board of Directors encompasses a broad range of skills, expertise, industry knowledge and diversity. Approximately 55% of our directors are gender and/or ethnically diverse and include two women, one person of Latin American descent, and four people of Middle Eastern descent.
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, and 60% of the Company’s independent directors have served nine years or fewer.
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.

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.

✔			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.

Topic	Company’s Expectation		2023 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.
Service on other public company boards	➢	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.	Ten of our directors who were serving on our Board of Directors at the time of our 2023 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.

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 2023:	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 2023:	5
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.

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 2023:	3
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 2023:	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.