DEF 14A of Varonis Systems Inc, Apr 17, 2026

DEF 14A of Varonis Systems Inc

Filed Apr 17, 2026 · FY20250001140361-26-015263

Open on EDGAR

  1. Board Nominees

    Board Nominees You are being asked to vote on the following four nominees for directors to serve in Class III, with a term expiring at the 2029 Annual Meeting of Shareholders. Information about each director’s experiences, qualifications, attributes and skills can be found in the section below titled “Proposal No. 1: Election of Directors”.

  2. Board Nominees

    | 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 | | | | |

  3. Board Nominees

    | AC: Audit Committee | | - Committee Chairperson | | CC: Compensation Committee | | | | NCGC: Nominating and Corporate Governance Committee | | | | TC: Technology Committee | | |

  4. CORPORATE GOVERNANCE HIGHLIGHTS

    CORPORATE GOVERNANCE HIGHLIGHTS

  5. CORPORATE GOVERNANCE HIGHLIGHTS

    | • 10 of our 11 Directors are independent • Independent Lead Director • Our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee consist solely of independent directors • Robust risk oversight by Board and committees • Executive sessions of independent directors | • At least 75% average Board and committee meeting attendance for each director in 2025 • Focus on board refreshment, with more than 25% of the Company’s directors having joined since 2021 • Annual Board and Board committee self-evaluations • No shareholder rights plan or “poison pill” • Single class of shares so that all shareholders have an equal vote | • Comprehensive code of ethics and business conduct and corporate governance guidelines (“Corporate Governance Guidelines”) • Compensation “claw-back” policy • Stock ownership guidelines for directors and executive officers • Policy prohibiting hedging and pledging of shares owned by directors, executive officers and employees |

  6. Board Skills and Experience

    Board Skills and Experience Our Board takes a holistic approach to building its composition with directors who collectively add significant value to the Company’s strategic decisions and who enable the Board as a whole to provide oversight of management and accountability to our shareholders. The Board and the Nominating and Corporate Governance Committee believe the skills, qualities, attributes, experience and diversity of backgrounds of our directors provide us with a diverse range of perspectives to effectively address our evolving needs and represent the best interests of our shareholders.

  7. Board Skills and Experience

    | PROPOSALS REQUIRING YOUR VOTE |

  8. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS Pursuant to our Amended and Restated Certificate of Incorporation, the Board of Directors is divided into three classes. We refer to these classes as Class I, Class II and Class III, with members of each class holding office for staggered three-year terms. The terms of our directors will expire upon the election and qualification of successor directors (which may be incumbent directors) as follows: for Class III directors, at the Annual Meeting; for Class I directors, at the 2027 Annual Meeting of Shareholders; and for Class II directors, at the 2028 Annual Meeting of Shareholders. The Board of Directors presently has 11 members. As stated above, the terms of each of the four Class III directors expire at the Annual Meeting. If elected at the Annual Meeting, each of the director nominees will serve until the 2029 Annual Meeting of Shareholders and until a successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each person nominated for election has consented to being named in this Proxy Statement and to serve if elected. The nominees are not being nominated pursuant to any arrangement or understanding with any person. Shares represented by executed proxies will be voted, if authority to do so is not withheld, “for” the election of the nominees named below. If any nominee becomes unavailable for election as a result of any presently unforeseen reason, the persons named as proxies will have the right to use their discretion to vote shares pursuant to such proxy for a substitute. Our Board of Directors has no reason to believe that any substitute nominee or nominees will be required, and all of the nominees have indicated that they will be willing and able to serve as directors. The following is a brief biography of each nominee and each director whose term will continue after the Annual Meeting.

  9. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | CLASS III DIRECTOR NOMINEES |

  10. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | 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. | |

  11. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | 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. | |

  12. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | 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. | |

  13. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    | 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. | |

  14. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    FOR THE ELECTION OF EACH NOMINEE LISTED ABOVE AS A CLASS III DIRECTOR,

  15. Class I Directors Whose Term Expires in 2027

    Class I Directors Whose Term Expires in 2027

  16. Class I Directors Whose Term Expires in 2027

    | 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. | |

  17. Class I Directors Whose Term Expires in 2027

    | 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. | |

  18. Class I Directors Whose Term Expires in 2027

    | 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. | |

  19. Class II Directors Whose Term Expires in 2028

    Class II Directors Whose Term Expires in 2028

  20. Class II Directors Whose Term Expires in 2028

    | 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. | |

  21. Class II Directors Whose Term Expires in 2028

    | 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. | |

  22. Class II Directors Whose Term Expires in 2028

    | 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. | |

  23. Class II Directors Whose Term Expires in 2028

    | 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. | |

  24. Overview

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

  25. Compensation Philosophy and Objectives

    | ✔ | increase long-term shareholder value. |

  26. Compensation Philosophy and Objectives

    | What we do | What we don’t do | | ✔ Pay a significant portion of executive compensation in the form of long-term incentive-based awards ✔ Include PSUs as a material component of long-term incentive-based awards ✔ Cap the maximum payout under our cash incentive plan and PSUs ✔ Promote long-term focus through multi-year vesting ✔ Set challenging targets and performance metrics for our cash incentive plan and our performance-vesting long-term equity incentive awards to align the interests of management with the Company’s performance ✔ Maintain a formal claw-back policy for incentive based compensation ✔ Subject executives and directors to robust stock ownership guidelines ✔ Engage an independent consultant to provide support and advice to the Compensation Committee | ✘ Create a compensation program that will encourage excessive risk-taking ✘ Use the same performance metrics for cash incentive plans and PSUs ✘ Allow our executive officers, directors or employees to hedge, short sell, effect transactions in derivatives or pledge our stock ✘ Provide tax gross-ups in connection with severance, such as in a change in control ✘ Re-price underwater stock options ✘ Pay guaranteed bonuses ✘ Pay dividends or dividend equivalents on unearned PSUs or unvested RSUs ✘ Guarantee equity incentive awards for our named executive officers ✘ Provide excessive or unusual perquisites |

  27. The Role of the Compensation Consultant

    The Role of the Compensation Consultant The Compensation Committee has engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, to provide research and analysis and to make recommendations as to the form and level of executive compensation. The Compensation Committee also sought input from Compensia on executive compensation matters for 2025, including the design and competitive positioning of our executive compensation program, our peer group, appropriate compensation levels, terms of equity awards and evolving compensation trends. The Compensation Committee considered the independence of Compensia as consultant to the Compensation Committee. In connection with this process, the Compensation Committee reviewed, among other items, documents from Compensia addressing the firm’s independence. In 2025, the Compensation Committee evaluated the work performed by Compensia and each of its senior advisors, and concluded that the engagement did not raise any conflict of interest.

  28. The Role of Peer Companies and Competitive Positioning

    The Role of Peer Companies and Competitive Positioning As part of its review of executive compensation for 2025, the Compensation Committee reviewed the executive compensation arrangements at peer group companies. Our peer group includes comparable software companies that were selected based on specific financial criteria, including, but not limited to, revenue and market capitalization. For 2025, based in part on the advice of Compensia, the Compensation Committee did not make any changes to the peer group, other than to remove Alteryx Inc. and Everbridge from the peer group used in 2024 due to their respective acquisitions. For 2025, our peer group consisted of the following companies:

  29. The Role of Peer Companies and Competitive Positioning

    | BlackLine, Inc. | Okta | Rapid7 | Verint Systems | | Elastic N.V. | PagerDuty Inc. | SentinelOne | Workiva | | Five9, Inc. | Paylocity Holdings | Smartsheet Inc. | | | LiveRamp Holdings | Q2 Holdings | Tenable Holdings, Inc. | | | MongoDB | Qualys | Upwork | |

  30. The Role of Peer Companies and Competitive Positioning

    In the course of its deliberations, the Compensation Committee reviewed executive compensation data compiled from the peer group companies, as contained in a report prepared by Compensia, in order to evaluate and confirm whether our executive compensation was within a reasonably competitive range and to set executive compensation for 2025. The Compensation Committee, however, did not set executive compensation or each element of compensation at a specific target percentile within the peer group. The Compensation Committee focuses on providing compensation that takes into account prior compensation decisions, is fair for the services rendered and reflects an executive’s experience, performance and scope of responsibilities, closely linking executive compensation with the achievement of Company performance goals under the annual cash incentive program and long-term equity compensation program and promoting a culture of aligning executive interests with those of the Company and its shareholders.

  31. Mix of Pay

    | Element | Purpose | Key Features | | | Base Salary | Provide competitive baseline compensation and a level of cash income predictability and stability. | ✔ | Fixed cash compensation. | | | | ✔ | Amounts informed by external competitive market levels, accounting for factors such as scope of the position, individual performance and corporate performance. | | | | ✔ | Target reasonably competitive range among our compensation peer group. | | Annual Cash Incentive Award | Reward the achievement of corporate performance during the year that drives the growth of the Company. | ✔ | Variable cash compensation governed by terms of plans. | | | | ✔ | Performance metrics under cash incentive plan for Messrs. Faitelson and Melamed are Annual Recurring Revenue (“ARR”) and Trailing-Twelve-Month Margin (“TTM Margin”). | | | | ✔ | Performance metric under sales compensation plan for Mr. Pomeroy is earned net revenues. | | | | ✔ | Target bonus opportunity informed by external competitive market data (to attain reasonably competitive range among compensation peer group). | | | | ✔ | Actual value based on Company financial performance. | | Long-Term Equity Incentives | Align with the long-term interests of Varonis, our shareholders and our executives, while rewarding long-term sustainable value creation and driving retention. | ✔ | Variable equity-based compensation governed by award agreements. | | | | ✔ | Size of awards informed by numerous factors, including external competitive market data. | | | | ✔ | PSU metrics are based in part, on challenging performance goals tied to (i) Net New SaaS Target, and (ii) Free Cash Flow. The Net New SaaS Target and Free Cash Flow target each have a one-year performance period, and the earned PSUs will vest ratably over three years for Messrs. Melamed, Bass, and Gottlieb. With respect to our CEO, there is no release of earned PSUs until the three-year time vesting period is completed and he must remain employed with the Company at such time. Mr. Pomeroy has a PSU target tied to ARR, which has a one-year performance period and the earned PSUs will vest ratably over three years. | | | | ✔ | Target PSU opportunity amount is informed in part, by external competitive market data. | | | | ✔ | RSUs generally have four-year ratable vesting and drive our goal of retaining top-tier talent. |

  32. Mix of Pay

    | * “Equity-based” compensation reflects grant date fair values of the RSUs and PSUs. “At risk” compensation includes non-equity incentive compensation and long-term equity awards. |

  33. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation The purpose of the annual cash incentive program is to incentivize and reward Messrs. Faitelson and Melamed for the attainment of corporate financial goals on a quarterly basis. Although our quarterly results reflect seasonality in the sale of our products and services, with demand typically lowest in the first quarter and strongest in the fourth quarter, the dollar amount opportunity each quarter is equally weighted and reasonably difficult to attain, ensuring that management is properly motivated by challenging performance targets. Mr. Faitelson and Mr. Melamed Bonus Amounts and Performance Metrics While we established sales commission plans for certain of our employees and executive officers to encourage and reward contributions to our long-term top-line growth, for our most senior executive officers, including our Chief Executive Officer and our Chief Financial Officer and Chief Operating Officer, our Compensation Committee believes that because these officers possess relatively greater responsibility and stewardship for the overall performance of our Company, they should instead participate in a cash incentive plan using multiple performance metrics. Accordingly, Messrs. Faitelson and Melamed participated in our 2025 Cash Incentive Plan, under which bonuses are earned in the form of quarterly bonus awards. For 2025, the Compensation Committee, based on a review of factors including the scope of job responsibilities, tenure, individual execution of Company strategies and contributions to Company success, Company-wide performance and comparability to market compensation (by reference to the report prepared by Compensia), maintained the target bonus opportunities for Messrs. Faitelson and Melamed (which have not been changed since 2018). Thus, effective as of January 1, 2025, the target cash incentive award opportunity for each of these NEOs was as follows:

  34. Annual Cash Incentive Compensation

    | Named Executive Officer | Target Cash Incentive Award Amount (% of base salary) | | Yakov Faitelson | $440,000 (78.6%) | | Guy Melamed | $250,000 (62.5%) |

  35. Annual Cash Incentive Compensation

    Each of Messrs. Faitelson’s and Melamed’s annual cash incentive compensation for 2025 was earned for the applicable quarterly period based on the weighting of factors as follows:

  36. Annual Cash Incentive Compensation

    | • | 50% based on the quarterly achievement of Company ARR targets; and |

  37. Annual Cash Incentive Compensation

    | • | 50% based on the quarterly achievement of Company TTM Margin targets. |

  38. Annual Cash Incentive Compensation

    | Metric | Weighting | Compensation Committee’s Rationale for Selection | | | ARR(1) | 50% | • | Considered a leading indicator of the Company’s progress during its SaaS transition period | | | | • | Aligns with how the Company’s customers are increasingly purchasing its solutions through subscriptions and in the cloud | | | | • | Represents a key financial measure used by the Company and analysts reporting on its financial results and may significantly impact the Company’s stock price | | TTM Margin(2) | 50% | • | Considered a leading indicator of the Company’s progress during its SaaS transition period | | | | • | Considered a key financial measure that demonstrates the Company’s ability to maintain its cost structure and show operating leverage improvements during the SaaS transition | | | | • | Represents a key financial measure used by the Company and analysts reporting on its financial results and may significantly impact the Company’s stock price |

  39. Annual Cash Incentive Compensation

    | (1) ARR is calculated as set forth under the heading “Key Performance Indicators and Recent Business Highlights” in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. |

  40. Annual Cash Incentive Compensation

    | (2) TTM Margin is calculated as ARR at the end of the period minus the Company’s non-GAAP expenses (COGS and operating expenses) reported for the 12-month period ending on that date. |

  41. Annual Cash Incentive Compensation

    The Compensation Committee set the quarterly target amounts under the 2025 Cash Incentive Plan for each performance metric at the beginning of the fiscal year. No quarterly payouts could be made unless we achieved a certain pre-established threshold level of corporate performance in respect of either the ARR or TTM Margin target for the applicable quarterly period. The 2025 Cash Incentive Plan provided for (i) a payout at 90% of the target bonus opportunity amount for the applicable quarterly period if either of our ARR or TTM Margin performance equaled or exceeded the “threshold” amounts for such period, (ii) a payout at 125% of the target bonus opportunity amount for the applicable quarterly period if we attained both of the ARR targets and TTM Margin targets for such period, (iii) a payout capped at 150% of the target bonus opportunity amount for the applicable quarterly period if either of our ARR or TTM Margin performance equaled or exceeded the “stretch” amounts for such period, and (iv) a payout capped at 200% of the target bonus opportunity amount for the applicable quarterly period if both of our ARR and TTM Margin performance equaled or exceeded the “stretch” amounts for such period. The cap on total payouts of the ARR and TTM Margin components were set to manage potential incentive compensation costs and avoid incentivizing undue risk in our executive compensation program, while still maintaining appropriate incentives for these named executive officers. The relevant performance targets under the 2025 Cash Incentive Plan, which are disclosed below, are pre-established and automatically adjusted for each quarterly period. Quarterly payouts earned for corporate performance between these performance targets were determined through linear interpolation.

  42. Annual Cash Incentive Compensation

    | Period | Corporate Performance Metric ($ in thousands) | | | | | | | | “Threshold” Payout | | “Target” Payout | | “Stretch” Payout | | | ($m) | ARR | TTM Margin | ARR | TTM Margin | ARR | TTM Margin | | Q1 2025 | $659,000 | $102,357 | $660,000 | $103,357 | $661,000 | $104,357 | | Q2 2025 | $683,500 | $102,867 | $684,900 | $104,367 | $686,300 | $105,867 | | Q3 2025 | $709,500 | $111,200 | $711,700 | $113,200 | $713,900 | $115,200 | | Q4 2025 | $741,000 | $124,009 | $745,000 | $128,009 | $749,000 | $132,009 |

  43. Annual Cash Incentive Compensation

    Determination of 2025 Cash Incentive Award Payouts For fiscal 2025, based on corporate performance, Mr. Faitelson was awarded cash quarterly bonuses in the aggregate amount of $713,877, and Mr. Melamed was awarded cash quarterly bonuses in the aggregate amount of $405,612. Each of Messrs. Faitelson and Melamed thus achieved 162.2% of their target bonus opportunities. These bonus amounts included, for Mr. Faitelson, aggregate amounts of $383,877 allocated to ARR (weighted at 50% of total bonus payout) and $330,000 allocated to TTM Margin (weighted at 50% of total bonus payout), and for Mr. Melamed, aggregate amounts of $218,112 allocated to ARR (weighted at 50% of total bonus payout) and $187,500 allocated to TTM Margin (weighted at 50% of total bonus payout). The following table illustrates in summary format the operation of the 2025 Cash Incentive Plan, including the amounts actually awarded:

  44. Annual Cash Incentive Compensation

    | | | | ARR Metric | | | | | | | Named Executive Officer | Target Bonus Opportunity(1) | Period | Corporate Performance | | | Allocation Within Executive’s Bonus | | | | | | | Target | Actual | Payout % | Weight | Actual Quarterly Bonus Payout | Aggregate Bonus Payout | | | | | (in millions) | | | | | | | Yakov Faitelson | $110,000 | Q1 | $660.0 | $664.3 | 200%(2) | 50% | $110,000 | $383,877 | | | $110,000 | Q2 | $684.9 | $693.2 | 200%(2) | | $110,000 | | | | $110,000 | Q3 | $711.7 | $714.3 | 200%(2) | | $110,000 | | | | $110,000 | Q4 | $745.0 | $741.9 | 98% | | $53,877 | | | Guy Melamed | $62,500 | Q1 | $660.0 | $664.3 | 200%(2) | 50% | $62,500 | $218,112 | | | $62,500 | Q2 | $684.9 | $693.2 | 200%(2) | | $62,500 | | | | $62,500 | Q3 | $711.7 | $714.3 | 200%(2) | | $62,500 | | | | $62,500 | Q4 | $745.0 | $741.9 | 98% | | $30,612 | |

  45. Annual Cash Incentive Compensation

    | (1) Amounts shown for each period represent one quarter of the total target bonus opportunity set forth above. |

  46. Annual Cash Incentive Compensation

    | (2) Because our actual performance exceed the “Stretch” performance goal set forth above for both the ARR Metric and the TTM Margin Metric, the resulting payout was 200% of the target bonus opportunity for the quarter. |

  47. Annual Cash Incentive Compensation

    | | | | TTM Margin Metric | | | | | | | Named Executive Officer | Target Bonus Opportunity(1) | Period | Corporate Performance | | | Allocation Within Executive’s Bonus | | | | | | | Target | Actual | Payout % | Weight | Actual Quarterly Bonus Payout | Aggregate Bonus Payout | | | | | (in millions) | | | | | | | Yakov Faitelson | $110,000 | Q1 | $103.4 | $111.0 | 200%(2) | 50% | $110,000 | $330,000 | | | $110,000 | Q2 | $104.4 | $114.1 | 200%(2) | | $110,000 | | | | $110,000 | Q3 | $113.2 | $115.5 | 200%(2) | | $110,000 | | | | $110,000 | Q4 | $128.0 | $118.0 | 0% | | ― | | | Guy Melamed | $62,500 | Q1 | $103.4 | $111.0 | 200%(2) | 50% | $62,500 | $187,500 | | | $62,500 | Q2 | $104.4 | $114.1 | 200%(2) | | $62,500 | | | | $62,500 | Q3 | $113.2 | $115.5 | 200%(2) | | $62,500 | | | | $62,500 | Q4 | $128.0 | $118.0 | 0% | | ― | |

  48. Annual Cash Incentive Compensation

    | (1) Amounts shown for each period represent one quarter of the total target bonus opportunity set forth above. |

  49. Annual Cash Incentive Compensation

    | (2) Because our actual performance exceed the “Stretch” performance goal set forth above for both the ARR Metric and the TTM Margin Metric, the resulting payout was 200% of the target bonus opportunity for the quarter. |

  50. Annual Cash Incentive Compensation

    Mr. Pomeroy Bonus Amounts and Performance Metrics As our Senior Vice President – Worldwide Sales, Mr. Pomeroy participated in his own individual 2025 Sales Compensation Plan. Under this plan, Mr. Pomeroy was entitled to annual sales commissions based on the revenues which we generated from the sale of our products and services worldwide. For 2025, the Compensation Committee, advised by Compensia and based on a review of factors including the scope of job responsibilities, individual execution of Company strategies and contributions to Company success, and comparability to market compensation, maintained the annualized target commission opportunity as a percentage of salary from 2024 for Mr. Pomeroy. Effective as of January 1, 2025, the annual target sales commission opportunity for Mr. Pomeroy was $350,000.

  51. Annual Cash Incentive Compensation

    | Named Executive Officer | Target Commission Bonus Amount (% of salary) | | Gregory Pomeroy | $350,000 (100%) |

  52. Annual Cash Incentive Compensation

    Pursuant to his 2025 Sales Compensation Plan, Mr. Pomeroy had the opportunity to earn an annualized target commission for the year if the annualized earned net revenues target was met, or a pro rata portion of the target compensation if the annualized earned net revenues criteria, as applicable, fell below such target. For any amount in excess of 100% of the annualized earned net revenues target for 2025, he was entitled to receive 0.1% of any such excess. “Earned net revenues” refer to credited sales value that was actually collected by us. Thus, Mr. Pomeroy, who participated in the 2025 Sales Compensation Plan, only became entitled to receive his commission bonus payment after we collected the net revenues relating to such payments for those prior years. For 2025, Mr. Pomeroy was eligible to receive a portion of his commission upon the execution of a sale and the remainder upon collection of outstanding fees owed for that sale. The earned net revenues target under the 2025 Sales Compensation Plan is $625.5 million. Determination of 2025 Sales Compensation Plan Bonus Payout In 2025, Mr. Pomeroy received an aggregate amount of commissions equal to $257,089, which represented the sum of (i) $150,766 resulting from collected net credited sales value under the 2025 Sales Compensation Plan; and (ii) $106,323 resulting from collected net revenues under his Sales Compensation Plans from 2024, 2023, 2022, and 2021. Assuming 100% collection of 2025 net revenues, Mr. Pomeroy would receive an additional amount equal to $120,870 as a commission bonus pursuant to the 2025 Sales Compensation Plan (which would be aggregated with the $150,765 already earned under the 2025 Sales Compensation Plan toward the target commission opportunity of $350,000 set for Mr. Pomeroy in 2025). Mr. Gottlieb Bonus Amounts and Performance Metrics Mr. Gottlieb is entitled to receive an annual discretionary bonus, subject to the Company’s and his performance each year, of up to $200,000, in accordance with the employment agreement that the Company entered into with him on March 12, 2021. In 2025, after considering the results of the Company’s performance and Mr. Gottlieb’s strong leadership contribution to the Company in 2025, the Compensation Committee determined that Mr. Gottlieb should receive an annual cash bonus of $174,500.

  53. 2026 Cash Incentive Plan

    2026 Cash Incentive Plan In addition, during its annual executive compensation review in February 2026 and considering that, as of December 31, 2025, 86% of the total Company total ARR comes from the SaaS platform and that the Company is exiting the SaaS transition phase, the Compensation Committee determined that the 2026 Cash Incentive Plan, applicable to Messrs. Faitelson and Melamed, should be tied to two performance metrics – Revenue (weighted at 50%) and Operating Margin (weighted at 50%). The Compensation Committee set the quarterly target amounts under the 2026 Cash Incentive Plan for each performance metric at the beginning of the fiscal year. No quarterly payouts will be made unless we achieve a certain pre-established threshold level of corporate performance in respect of either the Revenue or Operating Margin target for the applicable quarterly period. The 2026 Cash Incentive Plan also provides for (i) a payout at 90% of the target bonus opportunity amount for the applicable quarterly period if either of our Revenue or Operating Margin performance equals or exceeds the “threshold” amounts for such period, (ii) a payout at 125% of the target bonus opportunity amount for the applicable quarterly period if we attain both of the Revenue targets and Operating Margin targets for such period, (iii) a payout capped at 150% of the target bonus opportunity amount for the applicable quarterly period if either of our Revenue or Operating Margin performance equals or exceeds the “stretch” amounts for such period, and (iv) a payout capped at 200% of the target bonus opportunity amount for the applicable quarterly period if both of our Revenue and Operating Margin performance equals or exceeds the “stretch” amounts for such period. The Compensation Committee believes these key performance indicators to be appropriate, as they demonstrate to investors both the growth of our business and our ability to maintain our cost structure as we exit the SaaS transition period.

  54. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards In 2025, the Compensation Committee granted stock-based awards under our 2023 Omnibus Equity Incentive Plan (the “2023 Plan”) to our named executive officers in order to provide long-term incentive compensation opportunities which align the long-term interests of management with those of the Company and its shareholders. The Compensation Committee believes that stock-based awards incentivize our named executive officers to optimize our long-term business performance and shareholder value. Stock-based awards to our named executive officers are approved on an annual basis in amounts determined by the Compensation Committee. In 2025, the long-term incentive awards to our NEOs are comprised of PSUs as well as time-vesting RSUs. In 2025, in considering the appropriate size of the equity award for our CEO, our compensation committee and Board of Directors considered, among other factors, the data provided by Compensia, the Compensation Committee’s independent compensation consultant, our CEO’s tenure, prior compensation decisions, the multiple integral roles that he currently performs at the Company, the importance of his role and performance to the complex transition of the Company to a SaaS technology company, the close alignment of the targets to the transition and the need to ensure adequate retention incentives and alignment with the interests of the Company’s shareholders. In determining the size of the awards granted to each named executive officer, the Compensation Committee intended to reward and motivate our named executive officers to drive the financial performance of the Company. The Compensation Committee targeted award sizes that would be within a reasonably competitive range of market practice among the Company’s peers. Below is a summary of the long-term incentive awards to our named executive officers in fiscal 2025.

  55. Long-Term Equity Incentive Awards

    | Element | Purpose | Key Features | | | Performance-vesting RSUs (PSUs) | Incentivize continued focus on long-term performance. | • | PSUs for NEOs other than Mr. Pomeroy in 2025 are earned based on the achievement of two performance targets (the “PSU targets”), with 50% weighted to Net New SaaS Target and 50% weighted to Free Cash Flow during fiscal year 2025. | | | | • | Mr. Pomeroy’s target is based on ARR during fiscal 2025. | | | | • | With respect to the NEOs other than the CEO, each PSU target has a one-year performance period, and the earned PSUs will vest ratably, beginning on February 28, 2026, over three years for all NEOs other than our CEO. | | | | • | With respect to our CEO, the earned 2025 PSUs will not be released until the three-year time vesting period is completed on February 28, 2028. | | Time-vesting RSUs (RSUs) | Promote retention of key talent in competitive industry. | • | Vest in four equal annual installments. |

  56. Long-Term Equity Incentive Awards

    PSU Grants The following shows the 2025 PSU awards granted to our named executive officers:

  57. Long-Term Equity Incentive Awards

    | Named Executive Officer | Number of 2025 PSUs Granted | | Yakov Faitelson | 162,460 | | Guy Melamed | 70,967 | | David Bass | 63,735 | | Gregory Pomeroy | 37,491 | | Dov Gottlieb | 12,497 |

  58. Long-Term Equity Incentive Awards

    The 2025 PSUs awarded to our NEOs other than Mr. Pomeroy are earned based on two performance metrics, as set forth in the table below. Because of his sales-focused role with the Company, the Compensation Committee determined that the 2025 PSUs awarded to Mr. Pomeroy would be earned based entirely on ARR (calculated as described above under “―Annual Cash Incentive Compensation”). ARR is a key financial measure for subscription-based businesses and aligns with how our customers are increasingly purchasing our solutions through subscriptions and in the cloud.

  59. Long-Term Equity Incentive Awards

    | Metric | Weighting | Compensation Committee’s Rationale for Selection | | | Net New SaaS ARR(1) | 50% | • | Measures the Company’s ability to sell its SaaS platform, which is the key growth driver of the business | | Free Cash Flow(2) | 50% | • | Considered an important component of how management measures the Company’s business |

  60. Long-Term Equity Incentive Awards

    | (1) Net New SaaS ARR is calculated as SaaS ARR (as set forth under the heading “Key Performance Indicators and Recent Business Highlights” in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025) as of December 31, 2025 minus SaaS ARR as of December 31, 2024. |

  61. Long-Term Equity Incentive Awards

    | (2) Free Cash Flow is calculated as cash flow from operations minus capital expenditures. |

  62. Long-Term Equity Incentive Awards

    The Net New SaaS ARR target and Free Cash Flow target each have a one-year performance period, and the earned PSUs will vest ratably, beginning on February 28, 2026, over three years for all NEOs other than our CEO, subject to the NEO’s continued service with us on each applicable vesting date. The earned PSUs of our CEO will not be released until the three-year time vesting period is completed on February 28, 2028 and is subject to Mr. Faitelson’s continued employment at the end of such period. If Mr. Faitelson’s employment terminates prior to this date, he will not receive the earned 2025 PSUs, as they will not be vested. The one-year performance period design of the 2025 PSUs is consistent with other companies in the technology sector, where the rapid expansion and evolution of many companies makes performance more difficult to estimate over a longer period. Structuring the 2025 PSUs in this manner ensures a continued focus on long-term performance while directly tying long-term compensation to the achievement of business goals. Additionally, the vesting period until February 28, 2028 for our CEO is intended to promote his retention at our Company as a critical executive in a competitive industry. The minimum payout opportunity was 0% of target shares for below threshold performance, while the maximum payout opportunity was capped at 300% of target shares, provided, however, that payouts were capped at 100% unless the Company achieved at least the upper end of the range of the fiscal year ARR guidance provided on its February 4, 2025 earnings call, excluding the impact of acquisitions. The Compensation Committee believes that our grant terms, which required our NEOs to meet challenging performance targets for the year ended December 31, 2025, optimized their “at-risk” compensation and encouraged them to lead our Company in line with a longer-term strategic business plan carefully set out at the inception of the grant period. The Compensation Committee took into account management’s recommendation and relied upon its experience and collective business judgment in establishing goals and believes they were set at levels that required strong performance for target payout and exceptional performance for maximum payout. For NEOs other than Mr. Pomeroy, the 2025 PSU performance targets for Free Cash Flow were as follows:

  63. Long-Term Equity Incentive Awards

    | Free Cash Flow Target* | 2025 PSU Payout Opportunity | | Less than $122.5 million | 0% of PSUs will be earned | | $122.5 million | 50% of PSUs will be earned | | $125.0 million | 100% of PSUs will be earned | | $135.0 million | 200% of PSUs will be earned | | $145.0 million and above | 300% of PSUs will be earned |

  64. Long-Term Equity Incentive Awards

    | * For PSUs earned for actual results that are between thresholds, linear interpolation is used to determine the earned percentage. |

  65. Long-Term Equity Incentive Awards

    For NEOs other than Mr. Pomeroy, the 2025 PSU performance targets for net new SaaS ARR were as follows:

  66. Long-Term Equity Incentive Awards

    | Net New SaaS ARR Target* | 2025 PSU Payout Opportunity | | Less than $235.0 million | 0% of PSUs will be earned | | $235.0 million | 50% of PSUs will be earned | | $245.0 million | 100% of PSUs will be earned | | $265.0 million | 200% of PSUs will be earned | | $295.0 million and above | 300% of PSUs will be earned |

  67. Long-Term Equity Incentive Awards

    | * For PSUs earned for actual results that are between thresholds, linear interpolation is used to determine the earned percentage. |

  68. Long-Term Equity Incentive Awards

    For Mr. Pomeroy, the 2025 PSU performance targets for ARR were as follows:

  69. Long-Term Equity Incentive Awards

    | ARR Target* | 2025 PSU Payout Opportunity | | Less than $741.0 million | 0% of PSUs will be earned | | $741.0 million | 50% of PSUs will be earned | | $745.0 million | 100% of PSUs will be earned | | $775.0 million | 200% of PSUs will be earned | | $783.0 million and above | 300% of PSUs will be earned |

  70. Long-Term Equity Incentive Awards

    | * For PSUs earned for actual results that are between thresholds, linear interpolation is used to determine the earned percentage. |

  71. Long-Term Equity Incentive Awards

    Determination of 2025 PSU Payout (All NEOs other than Mr. Pomeroy) As discussed above, the PSUs for all NEOs other than Mr. Pomeroy were 50% weighted to net new SaaS ARR and 50% weighted to Free Cash Flow. The Company’s net new SaaS ARR performance in 2025 was $293.6 million, and as such, the earned 2025 PSU payout percentage would have been 295% for the net new SaaS ARR metric, subject to the vesting requirements. The Company’s Free Cash Flow performance in 2025 was $131.9 million, and as such, the earned 2025 PSU payout percentage would have been 169% for the Free Cash Flow metric, subject to the vesting requirements. Although both Free Cash Flow and net new SaaS ARR performance exceeded target performance, we did not reach the high-end of our ARR guidance, excluding the impact of acquisitions, provided on the February 4, 2025 earnings call. As a result, despite higher achievement, the NEOs other than Mr. Pomeroy earned PSUs were capped at 100% of their 2025 PSU award target as set forth below.

  72. Long-Term Equity Incentive Awards

    | | | Net New SaaS ARR Metric | | | | Free Cash Flow Metric | | | | | | Named Executive Officer | 2025 PSUs Granted | Weight | Actual | Payout % | Number of PSUs Earned | Weight | Actual | Payout % | Number of PSUs Earned | Total PSUs Earned | | Yakov Faitelson | 162,460 | 50% | $293.6 | 100% | 81,230 | 50% | $131.9 | 100% | 81,230 | 162,460 | | Guy Melamed | 70,967 | 50% | $293.6 | 100% | 35,484 | 50% | $131.9 | 100% | 35,484 | 70,967 | | David Bass | 63,735 | 50% | $293.6 | 100% | 31,868 | 50% | $131.9 | 100% | 31,868 | 63,735 | | Dov Gottlieb | 12,497 | 50% | $293.6 | 100% | 6,249 | 50% | $131.9 | 100% | 6,249 | 12,497 |

  73. Long-Term Equity Incentive Awards

    Determination of 2025 PSU Payout (Mr. Pomeroy) As discussed above, the PSUs for Mr. Pomeroy were 100% weighted to ARR. For the purposes of the PSU payout calculation, the Company’s ARR performance in 2025 was $741.9 million, and as such, the earned 2025 PSU payout percentage was 61% for ARR, subject to the vesting requirements. As a result, Mr. Pomeroy earned 23,011 PSUs in 2025. 2026 PSUs In addition, during its annual executive compensation review in February 2026 and considering that, as of December 31, 2025, 86% of the total Company total ARR comes from the SaaS platform and the Company is exiting the SaaS transition phase, the Compensation Committee determined that the 2026 PSUs for NEOs should be tied to two performance metrics – net new SaaS ARR excluding conversions (weighted at 50%) and Free Cash Flow (weighted at 50%). The net new SaaS ARR excluding conversions target is calculated as SaaS ARR as of December 31, 2026 minus SaaS conversion ARR that occurs during 2026 minus SaaS ARR as of December 31, 2025. The net new SaaS ARR excluding conversions target measures the Company’s ability to sell its SaaS platform to new customers and to upsell existing SaaS customers and excludes any impact of the conversion of self-hosted customers to its SaaS platform. Free Cash Flow is calculated as net cash provided by or used in operating activities less purchases of property and equipment and is an important measure of liquidity, which demonstrates our ability to maintain our cost structure during this transition period. The Compensation Committee believes the net new SaaS ARR excluding conversions target to be appropriate in order to continue to motivate the Company to sell its SaaS platform to new customers and upsell existing SaaS customers, which will be the growth drivers of its business in 2027 and beyond. RSU Grants (CEO and Other NEOs) In February 2025, the Compensation Committee approved a regular annual grant of time-based RSU awards under the 2025 Plan to our NEOs (the “2025 RSU Awards”). One quarter of the 2025 RSU Awards will vest annually upon the last calendar day of the month of February, beginning on February 28, 2026, subject to the executive officer’s continued service with us on each applicable vesting date. The 2025 RSU Awards will be settled in shares of the Company’s common stock within 30 days of each applicable vesting date, subject to the terms and conditions set forth in the applicable RSU award agreement. The following shows the 2025 RSU Awards granted to our named executive officers:

  74. Long-Term Equity Incentive Awards

    | Named Executive Officer | Number of RSUs | | Yakov Faitelson | 162,460 | | Guy Melamed | 70,967 | | David Bass | 95,727 | | Gregory Pomeroy | 44,864 | | Dov Gottlieb | 37,491 |

  75. Long-Term Equity Incentive Awards

    CEO Vesting In consideration of Mr. Faitelson’s long tenure with the Company, and the importance of his continued involvement with the strategic growth of the Company, the Committee, taking into account the advice of its independent compensation consultant, approved that Mr. Faitelson’s future equity award agreements should provide that, in the event of his retirement (defined to mean a voluntary resignation when he is at least 55 years old and has at least 10 years of service), his outstanding awards will continue to vest, as if his service never terminated, so long as Mr. Faitelson (i) remains in compliance with his continuing obligations to the Company and its affiliates, and (ii) provides such cooperation as the Company may reasonably request relating to the transfer of his responsibilities (“Retirement Provision”). The Committee included the Retirement Provision in Mr. Faitelson’s 2026 RSU and PSU awards and expects this Retirement Provision to be included in all of his future grants of equity.

  76. Other Elements of Compensation

    Other Elements of Compensation Our compensation program for our named executive officers also includes employee health and welfare benefits, including participation in the Company’s life, health and disability insurance and similar benefit programs (including our 401(k) plan) on the same general terms as other participants in these programs. We make matching contributions to our 401(k) plan for Messrs. Faitelson, Melamed, Gottlieb and Pomeroy. We also provide a car allowance to certain of our employees, including, among our NEOs, Messrs. Faitelson, Melamed and Bass and fuel reimbursement to Mr. Bass. The Compensation Committee has determined to provide these limited personal benefits because they are customary in our industry and are helpful in the competition for executive talent. In addition, with respect to Israeli employees, we provide recreation pay as well as contributions to an education fund and to a government-mandated pension fund. Israeli law generally requires severance pay equal to one month’s salary for each year of employment upon the termination of an employee’s employment due to retirement, death, or termination without cause (and other circumstances as defined under Israeli law). We make monthly contributions on behalf of our Israeli employees to a pension plan. Pension plan funds provide a combination of 6.5% of the monthly salary to the pension component (generally including disability insurance), 8.3% of the monthly salary to the severance component and employee contributions of 6% of his or her salary to the pension component. Our full-time Israeli employees are entitled to participate in an education fund plan, pursuant to which each employee who participates in the plan contributes an amount equal to 2.5% of his or her salary to the education fund and we contribute 7.5% of his or her salary, up to the maximum amount exempted from tax. In 2025, in connection with the Company’s switch over to a new payroll processing service, all employees were offered a one-time opportunity to receive cash payment for their accrued and unused vacation days. Each of Messrs. Faitelson, Melamed and Pomeroy elected to participate in this opportunity and the cash payments they received in respect of their accrued and unused vacation days are included in the “All Other Compensation” column of the Summary Compensation Table. Change in Control and Severance Each of Messrs. Faitelson, Melamed, and Gottlieb participates in the Varonis Systems Severance Plan (the “Severance Plan”). The Severance Plan took effect in February 2023. The Severance Plan supersedes the severance provisions previously applicable to our participating named executive officers, standardizing their severance payments and benefits and preserving several preexisting provisions. Mr. Bass has elected not to participate in the Severance Plan, and Mr. Pomeroy likewise does not participate in the Severance Plan. The terms of any payments received by Mr. Bass upon a termination or change in control are instead governed by his employment agreement and his outstanding equity awards. The terms of any payments received by Mr. Pomeroy upon a termination or change in control are governed by his outstanding equity awards. For all named executive officers, if the executive’s employment is terminated by us for “cause,” due to death or “disability” or due to the executive’s resignation without “good reason” (each as defined in the Severance Plan for Messrs. Faitelson, Melamed, and Gottlieb, and in Mr. Bass’s employment agreement for him), the executive will not be entitled to any further compensation or benefits other than any accrued but unpaid base salary (and/or unused vacation or paid time off, as applicable) and other accrued benefits of payments such as statutory severance entitlements, through the date of termination. The Company does not provide “gross-up” payments or tax reimbursements, in each case, with respect to “excess parachute payments” under Section 280G of the Internal Revenue Code (“Section 280G”) pursuant to any agreements with the named executive officers. The terms of the Severance Plan and the termination and change in control provisions in the employment agreement of Mr. Bass and award agreements under the 2013 Plan and 2023 Plan are described in detail in “Executive Compensation—Potential Payments upon Termination or Change in Control as of 2025 Fiscal Year End.”

  77. Summary Compensation Table

    Summary Compensation Table

  78. Summary Compensation Table

    | Name and Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Yakov Faitelson | 2025 | 560,000 | — | 13,000,049 | 713,877 | 101,352(4)(5) | 14,375,278 | | Chief Executive Officer and President | 2024 | 560,000 | — | 13,000,007 | 880,000 | 62,281 | 14,502,288 | | | 2023 | 560,000 | — | 13,000,055 | 528,000 | 24,924 | 14,112,979 | | Guy Melamed | 2025 | 400,000 | — | 5,678,779 | 405,612 | 58,578(4)(5) | 6,542,969 | | Chief Financial Officer and Chief Operating Officer | 2024 | 400,000 | — | 5,678,825 | 500,000 | 52,495 | 6,631,320 | | | 2023 | 400,000 | — | 4,678,760 | 300,000 | 167,732 | 5,546,492 | | David Bass | | | | | | | | | Executive Vice President of Engineering and Chief Technology Officer | 2025 | 514,130 | — | 6,380,075 | — | 91,101(5) | 6,985,306 | | | 2024 | 332,965 | — | 5,985,368 | — | 57,053 | 6,375,386 | | | 2023 | 334,684 | — | 5,485,319 | — | 54,053 | 5,874,056 | | Gregory Pomeroy Senior Vice President Worldwide Sales | 2025 | 350,000 | — | 3,295,024 | 257,089 | 26,126 | 3,928,239 | | Dov Gottlieb | 2025 | 500,000 | 174,500(6) | 2,000,020 | — | 11,333(4) | 2,685,853 | | Vice President, General Counsel and Corporate Secretary | 2024 | 500,000 | 200,000 | 2,000,016 | — | 13,800 | 2,713,816 | | | 2023 | 500,000 | 200,000 | 2,700,005 | — | 13,200 | 3,413,205 |

  79. Summary Compensation Table

    | (1) Certain amounts payable to Israeli employees were paid in New Israeli Shekels. The exchange rate used for the purpose of the Summary Compensation Table as related to fiscal year 2025 is $1.00 = NIS 3.4441, which was the average exchange rate for fiscal 2025. |

  80. Summary Compensation Table

    | (2) Represents the grant date fair value of each award computed in accordance with FASB ASC Topic 718 (“Topic 718”). For a summary of the assumptions made in the valuation of the awards, please see Note 2.q, “Accounting for Stock-Based Compensation,” of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. The grant date value of the 2025 PSUs as reported assumed performance at the target payout level. Pursuant to SEC rules (which require us to report the maximum grant date fair value if not already represented in the Summary Compensation Table), the grant date fair value of the 2025 PSUs for our NEOs assuming performance at the maximum payout level is as follows: Mr. Faitelson $19,500,074; Mr. Melamed $8,518,169; Mr. Bass $7,650,112; Mr. Pomeroy $4,500,045, and Mr. Gottlieb $1,500,015. For information on the actual number of PSUs that vested with respect to each NEO under the 2025 PSUs, see “Compensation Discussion and Analysis—Long-Term Equity Incentive Awards—2025 Executive Compensation Elements—PSU Grants.” |

  81. Summary Compensation Table

    | (3) Represents performance-based (i) annual bonuses earned by Messrs. Faitelson and Melamed in respect of Company and individual performance in the applicable fiscal year and (ii) annual sales commissions paid to Mr. Pomeroy in the applicable fiscal year. The material terms of the non-equity incentive plan compensation paid to named executive officers in our last completed fiscal year are described in the section entitled “Compensation Discussion and Analysis—2025 Executive Compensation Elements—Annual Cash Incentive Compensation.” |

  82. Summary Compensation Table

    | (4) Amounts reported for 2025 include Company matching contributions to the 401(k) savings plan as follows: Mr. Faitelson $14,000; Mr. Pomeroy $14,000; and Mr. Gottlieb $11,333. Amounts reported also include car allowances as follows: Mr. Faitelson $39,859; Mr. Melamed $24,668; and Mr. Bass $8,030. Amounts reported also include $5,417 in fuel reimbursement for Mr. Bass. Amounts reported also include $5,396 in payments with respect to travel expenses for Mr. Pomeroy’s companion associated with attendance at our annual sales achievement event. Amounts reported also include the following one-time cash payments for accrued and unused vacation days: Mr. Faitelson $5,384; Mr. Melamed $3,846; and Mr. Pomeroy $6,730. |

  83. Summary Compensation Table

    | (5) For 2025, includes disability insurance benefits, contributions to pension and severance funds and recreation pay as required under Israeli law. |

  84. Summary Compensation Table

    | (6) Represents Mr. Gottlieb’s annual cash bonus as described in the section entitled “Compensation Discussion and Analysis—2025 Executive Compensation Elements—Annual Cash Incentive Compensation.” |

  85. Grants of Plan-Based Awards for Fiscal 2025

    Grants of Plan-Based Awards for Fiscal 2025 The following table provides information regarding: (i) annual non-equity incentive plan awards under the Company’s 2025 Cash Incentive Plan and 2025 Sales Compensation Plan; and (ii) RSU and PSU awards under the 2023 Plan.

  86. Grants of Plan-Based Awards for Fiscal 2025

    | Name | Grant Date | Compensation Committee Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Yakov Faitelson | | | 49,500 | 440,000 | 880,000 | — | — | — | — | — | | RSUs | 2/6/25 | 2/3/25 | — | — | — | — | — | — | 162,460 | 6,500,025 | | PSUs | 2/6/25 | 2/3/25 | — | — | — | 40,615 | 162,460 | 487,380 | — | 6,500,025 | | Guy Melamed | | | 28,125 | 250,000 | 500,000 | — | — | — | — | — | | RSUs | 2/6/25 | 2/3/25 | — | — | — | — | — | — | 70,967 | 2,839,390 | | PSUs | 2/6/25 | 2/3/25 | — | — | — | 17,742 | 70,967 | 212,901 | — | 2,839,390 | | David Bass | | | — | — | — | — | — | — | — | — | | RSUs | 2/6/25 | 2/3/25 | — | — | — | — | — | — | 95,727 | 3,830,037 | | PSUs | 2/6/25 | 2/3/25 | — | — | — | 15,934 | 63,735 | 191,205 | — | 2,550,037 | | Gregory Pomeroy | | | — | 350,000 | — | — | — | — | — | — | | RSUs | 2/6/25 | 2/3/25 | — | — | — | — | — | — | 44,864 | 1,795,009 | | PSUs | 2/6/25 | 2/3/25 | — | — | — | 9,373 | 37,491 | 112,473 | — | 1,500,015 | | Dov Gottlieb | | | — | — | — | — | — | — | — | — | | RSUs | 2/6/25 | 2/3/25 | — | — | — | — | — | — | 37,491 | 1,500,015 | | PSUs | 2/6/25 | 2/3/25 | — | — | — | 3,125 | 12,497 | 37,491 | — | 500,005 |

  87. Grants of Plan-Based Awards for Fiscal 2025

    | (1) Represents the threshold, target and and/or maximum cash payout opportunities for fiscal 2025 under our 2025 Cash Incentive Plan, in the case of Messrs. Faitelson and Melamed, and 2025 Sales Compensation Plan, in the case of Mr. Pomeroy. Pursuant to his 2025 Sales Compensation Plan, Mr. Pomeroy had the opportunity to earn an annualized target commission for the year if the annualized earned net revenues target was met, or a pro rata portion of his target compensation if the annualized earned net revenues fell below such target. For any amount in excess of 100% of the annualized earned net revenues target for 2025, he was entitled to receive 0.1% of any such excess. As a result, there was no threshold or maximum payout. For more information regarding our 2025 Cash Incentive Plan and 2025 Sales Compensation Plan, see “Compensation Discussion and Analysis—2025 Executive Compensation Elements—Annual Cash Incentive Compensation.” |

  88. Grants of Plan-Based Awards for Fiscal 2025

    | (2) Represents shares of our common stock underlying the 2025 PSUs granted under our 2023 Plan to our NEOs. For all NEOs other than Mr. Pomeroy, 50% of such PSU award was earned based on the Company’s achievement of the free cash flow metric and 50% was based on the Net New SaaS Target for the one-year period ending on December 31, 2025. For Mr. Pomeroy, 100% of his PSU was based on an ARR target. Mr. Faitelson’s PSUs will vest on February 28, 2028, subject to Mr. Faitelson’s continued employment on such date. The PSUs for all other NEOs that were earned will vest subject to ratable time-based vesting over three years, beginning on February 28, 2026, subject to their continued employment on each vesting date. See “Compensation Discussion and Analysis—2025 Executive Compensation Elements—Long-Term Equity Incentive Awards.” |

  89. Grants of Plan-Based Awards for Fiscal 2025

    | (3) Represents shares of our common stock underlying RSUs granted under our 2023 Plan, subject to ratable time-based vesting over four years upon the last calendar day of the month of February beginning on February 28, 2026, subject to the individual’s continued employment at the applicable vesting date with respect to the NEOs. |

  90. Grants of Plan-Based Awards for Fiscal 2025

    | (4) Represents the grant date fair value of RSU and PSU awards computed in accordance with Topic 718. For a summary of the assumptions made in the valuation of these awards, please see Note 2.q, “Accounting for Stock-Based Compensation,” of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025. |

  91. Outstanding Equity Awards at Fiscal Year End 2025

    Outstanding Equity Awards at Fiscal Year End 2025 The following table shows information regarding outstanding equity awards held by each named executive officer as of our fiscal year end, December 31, 2025.

  92. Outstanding Equity Awards at Fiscal Year End 2025

    | Name | Grant Date | Stock Awards | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(1) | | Yakov Faitelson | 2/10/2022 | 26,929(2) | 883,271 | — | — | | | 2/8/2023 | 113,796(3) | 3,732,509 | — | — | | | 2/8/2023 | 682,776(4) | 22,395,053 | — | — | | | 2/7/2024 | 100,619(5) | 3,300,303 | — | — | | | 2/7/2024 | 201,239(6) | 6,600,639 | 201,239(7) | 6,600,239 | | | 2/6/2025 | 162,460(8) | 5,328,688 | — | — | | | 2/6/2025 | 162,460(9) | 5,328,688 | — | — | | Guy Melamed | 2/10/2022 | 14,338(2) | 470,286 | — | — | | | 3/2/2023 | 42,705(3) | 1,400,724 | — | — | | | 3/2/2023 | 85,410(10) | 2,801,448 | — | — | | | 2/7/2024 | 43,954(5) | 1,441,691 | — | — | | | 2/7/2024 | 58,606(11) | 1,922,277 | 87,909(12) | 2,883,415 | | | 2/6/2025 | 70,967(8) | 2,327,718 | — | — | | | 2/6/2025 | 70,967(13) | 2,327,718 | — | — | | David Bass | 2/10/2022 | 22,413(2) | 735,146 | — | — | | | 2/8/2023 | 64,021(3) | 2,099,889 | — | — | | | 2/8/2023 | 64,020(10) | 2,099,856 | — | — | | | 2/7/2024 | 56,608(5) | 1,856,742 | — | — | | | 2/7/2024 | 48,060(11) | 1,576,368 | 72,090(12) | 2,364,552 | | | 2/6/2025 | 95,727(8) | 3,139,846 | — | — | | | 2/6/2025 | 63,735(13) | 2,090,508 | — | — | | Gregory Pomeroy | 2/10/2022 | 26,354(2) | 864,411 | — | — | | | 2/8/2023 | 52,521(3) | 1,722,689 | — | — | | | 1/11/2024 | 24,095(5) | 790,316 | — | — | | | 1/11/2024 | 17,781(14) | 583,217 | — | — | | | 2/26/2024 | — | — | 49,555(15) | 1,625,388 | | | 2/6/2025 | 44,864(8) | 1,471,539 | — | — | | | 2/6/2025 | 37,491(13) | 1,229,705 | — | — | | Dov Gottlieb | 5/5/2022 | 18,145(16) | 595,156 | — | — | | | 2/8/2023 | 47,269(3) | 1,550,423 | — | — | | | 2/7/2024 | 23,220(5) | 761,616 | — | — | | | 2/7/2024 | 10,320(11) | 338,496 | 15,480(12) | 507,744 | | | 2/6/2025 | 37,491(7) | 1,229,705 | — | — | | | 2/6/2025 | 12,497(11) | 409,902 | — | — |

  93. Outstanding Equity Awards at Fiscal Year End 2025

    | (1) The market value is based on the closing price of our common stock on December 31, 2025, which was $32.80 per share. |

  94. Outstanding Equity Awards at Fiscal Year End 2025

    | (2) The shares subject to the RSU award vest, and an equal number of shares of our common stock are deliverable to the grantee, in four equal annual installments upon the last calendar day of the month of February beginning on February 28, 2023, subject to the grantee continuing to be employed by us through each such date. |

  95. Outstanding Equity Awards at Fiscal Year End 2025

    | (3) The shares subject to the RSU award vest, and an equal number of shares of our common stock are deliverable to the grantee, in four equal annual installments upon the last calendar day of the month of February beginning on February 29, 2024, subject to the grantee continuing to be employed by us through each such date. |

  96. Outstanding Equity Awards at Fiscal Year End 2025

    | (4) Represents the number of PSUs that were earned based on the achievement performance level in 2022. All such shares are eligible to time-vest on February 28, 2026, subject to Mr. Faitelson’s continued employment through such date. |

  97. Outstanding Equity Awards at Fiscal Year End 2025

    | (5) The shares subject to the RSU award vest, and an equal number of shares of our common stock are deliverable to the grantee, in four equal annual installments upon the last calendar day of the month of February beginning on February 28, 2025, subject to the grantee continuing to be employed by us through each such date. |

  98. Outstanding Equity Awards at Fiscal Year End 2025

    | (6) Represents the number of PSUs that were earned based on the Company’s achievement of the free cash flow metric for the performance period beginning on January 1, 2024 and ending on December 31, 2024. All such shares are eligible to time-vest on February 28, 2027, subject to Mr. Faitelson’s continued employment through such date. |

  99. Outstanding Equity Awards at Fiscal Year End 2025

    | (7) Represents PSUs that will be earned, if at all, based on the Company’s achievement of the SaaS out of ARR metric for the performance period beginning on January 1, 2024 and ending on December 31, 2026. The amount shown in the table reflects the maximum number of PSUs that may be earned. The earned PSUs, if any, will be eligible to time-vest on February 28, 2027, subject to Mr. Faitelson’s continued employment through such date. The actual number of PSUs that will be earned based on the Company’s achievement of the SAAS out of ARR metric is not yet determinable. |

  100. Outstanding Equity Awards at Fiscal Year End 2025

    | (8) The shares subject to the RSU award vest, and an equal number of shares of our common stock are deliverable to the grantee, in four equal annual installments upon the last calendar day of the month of February beginning on February 28, 2026, subject to the grantee continuing to be employed by us through each such date. |

  101. Outstanding Equity Awards at Fiscal Year End 2025

    | (9) Represents the number of PSUs that were earned based on the achievement performance level in 2025. All such shares are eligible to time-vest on February 28, 2028, subject to Mr. Faitelson’s continued employment through such date. See “Compensation Discussion and Analysis—2025 Executive Compensation Elements—Long-Term Equity Incentive Awards.” |

  102. Outstanding Equity Awards at Fiscal Year End 2025

    | (10) Represents the number of PSUs that were earned based on the achievement performance level in 2023. All such shares are eligible to time-vest, and an equal number of shares of common stock will be deliverable to the grantee, in three equal annual installments upon the last calendar day of the month of February beginning on February 29, 2024, subject to the grantee’s continued employment through such date. |

  103. Outstanding Equity Awards at Fiscal Year End 2025

    | (11) Represents the number of PSUs that were earned based on the Company’s achievement of the free cash flow metric for the performance period beginning on January 1, 2024 and ending on December 31, 2024. All such shares are eligible to time-vest, and an equal number of shares of common stock will be deliverable to the grantee, in three equal annual installments upon the last calendar day of the month of February beginning on February 28, 2025, subject to the grantee’s continued employment through such date. |

  104. Outstanding Equity Awards at Fiscal Year End 2025

    | (12) Represents PSUs that will be earned, if at all, based on the Company’s achievement of the SaaS out of ARR metric for the performance period beginning on January 1, 2024 and ending on December 31, 2026. The amount shown in the table reflects the maximum number of PSUs that may be earned. The earned PSUs, if any, will be eligible to time-vest on February 28, 2027, subject to the grantee’s continued employment through such date. The actual number of PSUs that will be earned based on the Company’s achievement of the SaaS out of ARR metric is not yet determinable. |

  105. Outstanding Equity Awards at Fiscal Year End 2025

    | (13) Represents the number of PSUs that were earned based on the achievement performance level in 2025. All such shares are eligible to time-vest, and an equal number of shares of common stock will be deliverable to the grantee, in three equal annual installments upon the last calendar day of the month of February beginning on February 28, 2026, subject to the grantee’s continued employment through such date. See “Compensation Discussion and Analysis—2025 Executive Compensation Elements—Long-Term Equity Incentive Awards.” |

  106. Outstanding Equity Awards at Fiscal Year End 2025

    | (14) Represents the number of PSUs that were earned based on the achievement performance level in 2024. All such shares are eligible to time-vest, and an equal number of shares of common stock will be deliverable to the grantee, in four equal annual installments upon the last calendar day of the month of February beginning on February 28, 2025, subject to the grantee’s continued employment through such date. |

  107. Outstanding Equity Awards at Fiscal Year End 2025

    | (15) Represents PSUs that will be earned, if at all, based on the Company’s achievement of the ARR metric for the performance period beginning on January 1, 2024 and ending on September 30, 2027. The number of PSUs reported in the table reflects the amount that would be earned for threshold performance. The actual number of PSUs that will be earned based on the Company’s achievement of the ARR metric is not yet determinable. |

  108. Outstanding Equity Awards at Fiscal Year End 2025

    | (16) The shares subject to the RSU award vest, and an equal number of shares of our common stock are deliverable to the grantee, in four equal annual installments upon the last calendar day of the month of May beginning on May 31, 2023 subject to the grantee continuing to be employed by us through each such date. |

  109. Stock Vested for Fiscal 2025

    Stock Vested for Fiscal 2025

  110. Stock Vested for Fiscal 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Yakov Faitelson | 175,909 | 7,558,810 | | Guy Melamed | 181,432 | 7,796,133 | | David Bass | 181,170 | 7,784,875 | | Gregory Pomeroy | 84,084 | 3,613,089 | | Dov Gottlieb | 78,539 | 3,572,664 |

  111. Stock Vested for Fiscal 2025

    | (1) The value realized on vesting of stock awards granted is based on the closing market price of our common stock on the date of vesting of the stock award. |

  112. Non-Qualified Deferred Compensation in Fiscal 2025

    Non-Qualified Deferred Compensation in Fiscal 2025 We did not maintain a non-qualified deferred compensation plan for any of our named executive officers in fiscal year 2025.

  113. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF 2025 FISCAL YEAR END

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL AS OF 2025 FISCAL YEAR END As required by SEC rules, this section reflects the amount of compensation that would have been payable to each of our named executive officers in the event of termination of such executive’s employment, assuming the termination occurred effective as of December 31, 2025. For Messrs. Faitelson, Melamed and Gottlieb, these payments are governed by the terms of the Severance Plan. For Mr. Bass, these payments are governed by his employment agreement and his outstanding equity awards under the 2023 Plan and the 2013 Plan, where, in each case as applicable, the terms “cause,” “change in control” and “good reason” are defined. For Mr. Pomeroy, these payments are governed by his outstanding equity awards under the 2023 Plan and the 2013 Plan. For more information on the terms of these payments, see “Compensation Discussion and Analysis—Change in Control and Severance” and “―Severance Plan,” “―Employment Agreement Provisions―Mr. Bass,” “―Treatment of Outstanding Equity Awards under the 2013 Plan” and “―Treatment of Outstanding Equity Awards under the 2023 Plan” below. For more information on 2025 base salary, 2025 bonus and outstanding equity awards as of December 31, 2025, see “Compensation Discussion and Analysis” as well as “Executive Compensation—Outstanding Equity Awards at Fiscal Year End 2025.”

  114. Cash Benefits and Payments upon Termination as of 2025 Fiscal Year End

    Cash Benefits and Payments upon Termination as of 2025 Fiscal Year End

  115. Cash Benefits and Payments upon Termination as of 2025 Fiscal Year End

    | Name | Involuntary Termination Without Cause or Voluntary Termination for Good Reason, Not in Connection with a Change in Control(1) ($) | Involuntary Termination Without Cause or Voluntary Termination for Good Reason, in Connection with a Change in Control(2)(3) ($) | | Yakov Faitelson | 1,500,000 | 2,940,000 | | Guy Melamed | 650,000 | 1,550,000 | | David Bass | 290,323 | 580,645 | | Gregory Pomeroy | — | — | | Dov Gottlieb | 700,000 | 1,600,000 |

  116. Cash Benefits and Payments upon Termination as of 2025 Fiscal Year End

    | (1) Includes (i) a cash payment equal to 150% of the sum of base salary and target bonus for the year of termination for Mr. Faitelson, 100% of the sum of base salary and target bonus for the year of termination for Messrs. Melamed and Gottlieb, and 50% of the sum of base salary for the year of termination for Mr. Bass, and (ii) with respect to Messrs. Faitelson, Melamed and Gottlieb, a payment of any earned but unpaid bonus or commission in respect of the year prior to the year of termination, at the time such bonuses or commissions would otherwise be paid (which is zero when termination is assumed as of December 31, 2025): |

  117. Cash Benefits and Payments upon Termination as of 2025 Fiscal Year End

    | Name | Cash Payment Relating to Base Salary and/or Target Bonus/Commission for Year of Termination ($) | Earned but Unpaid Bonus/Commission for Year Prior to Year of Termination ($) | | Yakov Faitelson | 1,500,000 | — | | Guy Melamed | 650,000 | — | | David Bass | 290,323 | — | | Gregory Pomeroy | — | — | | Dov Gottlieb | 700,000 | — |

  118. Cash Benefits and Payments upon Termination as of 2025 Fiscal Year End

    | (2) Includes (i) a cash payment equal to 250% of the sum of base salary and target bonus for the year of termination for Mr. Faitelson, 200% of the sum of base salary and target bonus for the year of termination for Messrs. Melamed and Gottlieb, and 100% of the base salary for the year of termination for Mr. Bass, (ii) with respect to Messrs. Faitelson, Melamed and Gottlieb, an additional cash payment equal to the amount of target bonus or commission for the performance period including the date of termination, prorated based on the number of days employed by the Company during the performance period, and (iii) with respect to Messrs. Faitelson, Melamed and Gottlieb, a payment of any earned but unpaid bonus or commission in respect of the year prior to the year of termination, at the time such bonuses or commissions would otherwise be paid (which is zero when termination is assumed as of December 31, 2025). |

  119. Cash Benefits and Payments upon Termination as of 2025 Fiscal Year End

    | Name | Cash Payment Relating to Base Salary and/or Target Bonus/Commission for Year of Termination ($) | Additional Cash Payment of Pro Rata Target Bonus/Commission for Year of Termination ($) | Earned but Unpaid Bonus/Commission for Year Prior to Year of Termination ($) | | Yakov Faitelson | 2,500,000 | 440,000 | — | | Guy Melamed | 1,300,000 | 250,000 | — | | David Bass | 580,645 | — | — | | Gregory Pomeroy | — | — | — | | Dov Gottlieb | 1,400,000 | 200,000 | — |

  120. Cash Benefits and Payments upon Termination as of 2025 Fiscal Year End

    | (3) Benefit is provided in the case of an involuntary termination without “cause” or voluntary termination for “good reason” (i) with respect to Messrs. Faitelson, Melamed and Gottlieb, within six months prior to and 24 months following a “change in control,” and (ii) with respect to Mr. Bass, within the one-year period following a “change in control.” |

  121. Acceleration of Outstanding Equity Awards upon Termination and/or Change in Control as of 2025 Fiscal Year End

    Acceleration of Outstanding Equity Awards upon Termination and/or Change in Control as of 2025 Fiscal Year End

  122. Acceleration of Outstanding Equity Awards upon Termination and/or Change in Control as of 2025 Fiscal Year End

    | | Involuntary Termination Without Cause or Voluntary Termination for Good Reason, Not in Connection with a Change in Control(1) | | Involuntary Termination Without Cause or Voluntary Termination for Good Reason, in Connection with a Change in Control(2) | | | Change in Control Without Termination(3) | | Name | Number (#) | Value ($)* | Number (#) | Value ($)* | Number (#) | Value* ($) | | Yakov Faitelson | 985,591 | 32,327,385 | 1,517,358 | 49,769,342 | — | — | | Guy Melamed | 189,947 | 6,230,262 | 416,250 | 13,653,000 | — | — | | David Bass | — | — | — | — | 438,613 | 14,386,506 | | Gregory Pomeroy | — | — | 267,913 | 8,787,553 | — | — | | Dov Gottlieb | 55,462 | 1,819,153 | 154,102 | 5,054,546 | — | — |

  123. Acceleration of Outstanding Equity Awards upon Termination and/or Change in Control as of 2025 Fiscal Year End

    | * Based on $32.80, the closing price of our common stock on December 31, 2025. |

  124. Acceleration of Outstanding Equity Awards upon Termination and/or Change in Control as of 2025 Fiscal Year End

    | (1) Includes accelerated vesting of a portion of each equity award held by the named executive officer, prorated based on the number of days he was employed by the Company since the last vesting date (with any performance-vesting awards deemed vested at the greater of target and actual level of performance determined at the time of such termination). |

  125. Acceleration of Outstanding Equity Awards upon Termination and/or Change in Control as of 2025 Fiscal Year End

    | (2) Includes accelerated vesting of all equity awards held by the named executive officer (with any performance-vesting awards deemed vested at the greater of target and actual level of performance determined at the time of such termination). For purposes of the amounts in this table, the outstanding PSUs granted to our named executive officers other than Mr. Pomeroy that will be earned, if at all, based on the Company’s achievement of the SaaS out of ARR metric for the performance period beginning on January 1, 2024 and ending on December 31, 2026 and the outstanding PSUs granted to Mr. Pomeroy that will be earned, if at all, based on the Company’s achievement of the ARR metric for the performance period beginning on January 1, 2024 and ending on September 30, 2027 are deemed vested at target. |

  126. Acceleration of Outstanding Equity Awards upon Termination and/or Change in Control as of 2025 Fiscal Year End

    | (3) Includes accelerated vesting of all equity awards held by the named executive officer (with performance-vesting awards deemed vested at target). |

  127. Treatment of Outstanding Equity Awards under the 2013 Plan

    Treatment of Outstanding Equity Awards under the 2013 Plan Pursuant to the terms of the 2013 Plan and the award agreements thereunder, unless otherwise provided in another agreement with the Company awards are treated as follows in the event of a participant’s termination by the Company, its successor or affiliate thereof (with “cause” and “change in control” given the meanings set forth in the 2013 Plan):

  128. Treatment of Outstanding Equity Awards under the 2013 Plan

    | Type of Termination | Treatment of Awards | | Other than for “cause” | Unvested RSUs and PSUs granted to the participant terminate at the close of business on the date of termination | | For “cause” | All outstanding RSUs and PSUs (whether vested or not) granted to the participant terminate at the commencement of business on the date of termination | | Without “cause” on or within 12 months after a “change in control” in which awards are assumed or substituted in connection with the “change in control” | Any unvested RSU or PSU award will be deemed fully vested and any performance conditions imposed with respect to such awards will be deemed to be fully achieved at target performance level |

  129. Treatment of Outstanding Equity Awards under the 2013 Plan

    With respect to each outstanding award granted under the 2013 plan that is not assumed or substituted in connection with a change in control, immediately upon the occurrence of the change in control, (a) such award will become fully vested and exercisable, (b) the restrictions, payment conditions, and forfeiture conditions applicable to such award will lapse, and (c) and any performance conditions imposed with respect to such award will be deemed to be achieved at target performance levels.

  130. Treatment of Outstanding Equity Awards under the 2023 Plan

    Treatment of Outstanding Equity Awards under the 2023 Plan Pursuant to the terms of the 2023 Plan and the award agreements thereunder, unless otherwise provided in another agreement with the Company awards are treated as follows in the event of a participant’s termination by the Company, its successor or affiliate thereof (with “cause” and “change in control” given the meanings set forth in the 2023 Plan):

  131. Treatment of Outstanding Equity Awards under the 2023 Plan

    | Type of Termination | Treatment of Awards | | Other than for “cause” | Unvested RSUs and PSUs granted to the participant terminate at the close of business on the date of termination | | For “cause” | All outstanding RSUs and PSUs (whether vested or not) granted to the participant terminate at the commencement of business on the date of termination | | Without “cause” on or within 12 months after a “change in control” in which awards are assumed or substituted in connection with the “change in control” | Any unvested RSU or PSU award will be deemed fully vested and any outstanding performance conditions imposed with respect to such awards will be deemed to be fully achieved at the greater of target and actual performance levels |

  132. Treatment of Outstanding Equity Awards under the 2023 Plan

    With respect to each outstanding award that is not assumed or substituted in connection with a change in control, immediately upon the occurrence of the change in control, (a) such Award will become fully vested and exercisable, (b) the restrictions, payment conditions, and forfeiture conditions applicable to any such award granted will lapse, and (c) and any performance conditions imposed with respect to such award will be deemed to be achieved at the greater of target and actual performance levels (as determined in the plan administrator’s sole discretion as of the change in control).

  133. Treatment of Outstanding Equity Awards under the 2023 Plan

    | DIRECTOR COMPENSATION |

  134. Treatment of Outstanding Equity Awards under the 2023 Plan

    The Compensation Committee, with input from its independent compensation consultant Compensia, periodically reviews and evaluates director compensation and makes recommendations to the Board. Our Board reviews director compensation periodically to ensure that the director compensation package remains competitive such that we are able to recruit and retain qualified directors. Certain highlights of Board compensation are included below.

  135. Treatment of Outstanding Equity Awards under the 2023 Plan

    | Restricted stock units | On average, our non-employee directors currently receive more than 80% of their annual compensation from us in the form of RSUs (based on the grant date fair value of approximately $190,000 for annual grants). | | Director stock ownership guidelines | Each of our directors is required to beneficially own shares of our common stock with the equivalent value, as of the acquisition date, of at least five times his or her aggregate annual cash retainer, by the date of the fifth anniversary of his or her appointment (provided that directors as of the date of the guidelines’ adoption must achieve their applicable levels of ownership on an accelerated basis, within two years after adoption). For more information, see “Information Regarding the Board of Directors and Corporate Governance—Other Policies and Practices.” | | Compensation review | The Compensation Committee reviews the appropriateness of our director compensation. |

  136. Treatment of Outstanding Equity Awards under the 2023 Plan

    We have a policy of reimbursing our directors for their reasonable out-of-pocket expenses incurred in attending Board and Board committee meetings. None of our employee directors receives additional compensation for his or her service on the Board. Non-employee directors receive the following cash compensation for Board and Board committee services, as applicable, paid on a quarterly basis:

  137. Treatment of Outstanding Equity Awards under the 2023 Plan

    | • | $30,000 per year for service as a Board member; |

  138. Treatment of Outstanding Equity Awards under the 2023 Plan

    | • | $20,000 per year for service as the chairperson of the Audit Committee and $7,500 per year for service as a member (other than as chair) of the Audit Committee; |

  139. Treatment of Outstanding Equity Awards under the 2023 Plan

    | • | $10,500 per year for service as the chairperson of the Compensation Committee and $5,000 per year for service as a member (other than as chair) of the Compensation Committee; |

  140. Treatment of Outstanding Equity Awards under the 2023 Plan

    | • | $7,500 per year for service as the chairperson of the Nominating and Corporate Governance Committee and $3,500 per year for service as a member (other than as chair) of the Nominating and Corporate Governance Committee; |

  141. Treatment of Outstanding Equity Awards under the 2023 Plan

    | • | $7,500 per year for service as the chairperson of the Technology Committee and $3,500 per year for service as a member (other than as chair) of the Technology Committee; and |

  142. Treatment of Outstanding Equity Awards under the 2023 Plan

    | • | $19,000 per year for services as Lead Director. |

  143. Treatment of Outstanding Equity Awards under the 2023 Plan

    In addition, each non-employee director is entitled to receive an award of RSUs under the 2023 Plan in the amount of $190,000 each year at the Compensation Committee meeting held after the end of the first quarter. Accordingly, in May 2025, each non-employee director received an award of RSUs under the 2023 Plan in the amount of $190,000 (which, in 2025, resulted in a grant of 4,178 RSUs). Each such RSU will vest on May 30, 2026, subject to the director’s continued service on the Board. The following table sets forth information regarding compensation earned by or paid to our non-employee directors during 2025:

  144. Treatment of Outstanding Equity Awards under the 2023 Plan

    | Director | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Total ($) | | Carlos Aued | 30,000 | 190,015 | 220,015 | | Kevin Comolli | 42,000 | 190,015 | 232,015 | | John J. Gavin, Jr. | 76,000 | 190,015 | 266,015 | | Gili Iohan | 42,500 | 190,015 | 232,515 | | Avrohom J. Kess | 40,500 | 190,015 | 230,515 | | Ohad Korkus | 37,500 | 190,015 | 227,515 | | Thomas F. Mendoza | 30,000 | 190,015 | 220,015 | | Rachel Prishkolnik | 35,000 | 190,015 | 225,015 | | Ofer Segev | 37,500 | 190,015 | 227,515 | | Fred van den Bosch | 41,000 | 190,015 | 231,015 |

  145. Treatment of Outstanding Equity Awards under the 2023 Plan

    | (1) Represents the grant date fair value of the RSU awards granted on May 8, 2025, based on a price per share of the Company at the closing of the trading day of $45.48. |

  146. Treatment of Outstanding Equity Awards under the 2023 Plan

    The following table shows the aggregate number of outstanding stock options and RSU awards held by each of our non-employee directors as of December 31, 2025:

  147. Treatment of Outstanding Equity Awards under the 2023 Plan

    | Director | Unexercised Options Outstanding (#) | Unvested Restricted Stock Units Outstanding (#) | | Carlos Aued | — | 4,178 | | Kevin Comolli | — | 4,178 | | John J. Gavin, Jr. | — | 4,178 | | Gili Iohan | — | 4,178 | | Avrohom J. Kess | — | 4,178 | | Ohad Korkus | — | 4,178 | | Thomas F. Mendoza | — | 4,178 | | Rachel Prishkolnik | — | 4,178 | | Ofer Segev | — | 4,178 | | Fred van den Bosch | — | 4,178 |

  148. Treatment of Outstanding Equity Awards under the 2023 Plan

    | CHIEF EXECUTIVE OFFICER PAY RATIO |

  149. Treatment of Outstanding Equity Awards under the 2023 Plan

    Pursuant to Item 402(u) of Regulation S-K and the Dodd-Frank Act, we are required to disclose in this proxy statement the ratio of the annual total compensation of our CEO to that of our median employee. Pay Ratio Based on SEC rules for this disclosure and applying the methodology described below, the median employee’s annual total compensation for 2025 was $161,769. Thus, the ratio of our CEO’s annual total compensation for 2025 to the median employee’s annual total compensation for 2025 was approximately 89 to 1 (based on our CEO’s annual total compensation for 2025 as reported in the “Executive Compensation-Summary Compensation Table” of $14,375,278). Methodology Pursuant to SEC rules, we used the same median employee we used to calculate the pay ratio under SEC rules in fiscal 2024, who we previously identified as of December 31, 2024. In fiscal year 2025, compared to fiscal year 2024, there was no significant change to the Company’s employee population or compensation arrangements, and the median employee’s circumstances did not change so as to impact significantly the pay ratio. We believe that annual total cash compensation is a consistently applied compensation measure at Varonis and most appropriate for determining the median employee. We calculated the annual total cash compensation for such employee (salary, wages, overtime, commissions and bonus) using the same methodology we used for Mr. Faitelson’s annual total compensation in the Summary Compensation Table for fiscal year 2025.

  150. Treatment of Outstanding Equity Awards under the 2023 Plan

    | PAY VERSUS PERFORMANCE |

  151. Treatment of Outstanding Equity Awards under the 2023 Plan

    As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. The Compensation Committee does not in practice use “compensation actually paid” as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, see “Compensation Discussion and Analysis.” The below disclosure is provided only to comply with applicable SEC rules.

  152. Pay Versus Performance Table and Related Disclosure

    Pay Versus Performance Table and Related Disclosure The following table sets forth information regarding compensation for our principal executive officer and average compensation related to our other named executive officers versus our Company performance for the past five years.

  153. Pay Versus Performance Table and Related Disclosure

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table Total for CEO($) | Compensation Actually Paid to CEO ($)(2)(3) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($)(3)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(5) | Net Loss ($) (in thousands) | Annual Recurring Revenues ($)(6) (in thousands) | | 2025 | 14,375,278 | (3,652,545) | 5,035,592 | 1,220,249 | 60.14 | 258.44 | (129,324) | 745,400 | | 2024 | 14,502,288 | 20,277,376 | 5,019,444 | 7,007,804 | 81.46 | 200.98 | (95,765) | 641,900 | | 2023 | 14,112,979 | 50,973,771 | 4,799,302 | 15,463,566 | 83.02 | 147.39 | (100,916) | 543,000 | | 2022 | 9,618,354 | (8,866,124) | 4,728,473 | (2,636,005) | 43.89 | 88.54 | (124,518) | 465,100 | | 2021 | 10,372,443 | 12,724,377 | 5,273,748 | 6,100,570 | 89.44 | 137.86 | (116,861) | 387,100 |

  154. Pay Versus Performance Table and Related Disclosure

    | (1) The CEO and other NEOs included in the above compensation columns reflect the following: |

  155. Pay Versus Performance Table and Related Disclosure

    | Year | CEO | Other NEOs | | 2025 | Yakov Faitelson | Guy Melamed, David Bass, Gregory Pomeroy, Dov Gottlieb | | 2024 | Yakov Faitelson | Guy Melamed, David Bass, James O’Boyle, Dov Gottlieb | | 2023 | Yakov Faitelson | Guy Melamed, David Bass, James O’Boyle, Dov Gottlieb | | 2022 | Yakov Faitelson | Guy Melamed, David Bass, James O’Boyle, Dov Gottlieb | | 2021 | Yakov Faitelson | Guy Melamed, David Bass, James O’Boyle, Gilad Raz |

  156. Pay Versus Performance Table and Related Disclosure

    | (2) The following table details the amounts deducted and added to the Summary Compensation Table figure to calculate compensation actually paid in accordance with Item 402(v) for our CEO: |

  157. Pay Versus Performance Table and Related Disclosure

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation as reported on Summary Compensation Table | 14,375,278 | 14,502,288 | 14,112,979 | 9,618,354 | 10,372,443 | | Fair value of equity awards reported in Summary Compensation Table | (13,000,049) | (13,000,007) | (13,000,055) | (8,787,553) | (9,250,316) | | Fair value at year-end of equity compensation granted in current year and unvested at year-end | 10,657,376 | 17,882,053 | 41,221,463 | 3,576,325 | 12,490,656 | | Change in fair value from end of prior fiscal to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | (15,428,323) | (820,990) | 7,810,760 | (11,936,142) | (2,779,713) | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (256,827) | 1,714,032 | 828,624 | (1,337,108) | 1,891,307 | | Compensation Actually Paid | (3,652,545) | 20,277,376 | 50,973,771 | (8,866,124) | 12,724,377 |

  158. Pay Versus Performance Table and Related Disclosure

    | (3) The following table details the amounts deducted and added to the Summary Compensation Table figure to calculate compensation actually paid in accordance with Item 402(v) for all other NEOs: |

  159. Pay Versus Performance Table and Related Disclosure

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation as reported on Summary Compensation Table | 5,035,592 | 5,019,444 | 4,799,302 | 4,728,473 | 5,273,748 | | Fair value of equity awards reported in Summary Compensation Table | (4,338,474) | (4,342,319) | (4,142,279) | (4,142,296) | (4,714,847) | | Fair value at year-end of equity compensation granted in current year and unvested at year-end | 3,556,660 | 5,706,156 | 11,498,166 | 1,927,757 | 5,832,637 | | Change in fair value from end of prior fiscal to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | (2,891,282) | (194,175) | 2,939,286 | (4,408,373) | (1,230,120) | | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | (142,246) | 818,698 | 369,091 | (741,566) | 939,152 | | Compensation Actually Paid | 1,220,249 | 7,007,804 | 15,463,566 | (2,636,005) | 6,100,570 |

  160. Pay Versus Performance Table and Related Disclosure

    | (4) The assumptions used to value equity for the purposes of compensation actually paid were developed consistently with those used to value equity awards at the grant date under ASC 718. For each respective measurement date, RSUs were valued at the then-current stock price. PSUs were valued at the then-current stock price multiplied by the applicable performance factor actually earned for PSUs outstanding in fiscal year 2025. |

  161. Pay Versus Performance Table and Related Disclosure

    | (5) Peer Group TSR reflects the Company’s peer group (NASDAQ Computer Index) used for purposes of Item 201(e)(ii) of Regulation S-K in our latest Annual Report on Form 10-K filed with the SEC. Each year reflects what the cumulative value of $100 would be as of the end of the applicable fiscal year, including the reinvestment of dividends, if such amount were first invested on December 31, 2020. |

  162. Pay Versus Performance Table and Related Disclosure

    | (6) We chose annual recurring revenues as our company selected measure because it is the key variable component of our executive compensation program. Annual recurring revenues is a key performance indicator defined as the annualized value of active term-based subscription license contracts, maintenance contracts and SaaS contracts in effect at the end of that period. Subscription license contracts, maintenance contracts and SaaS contracts are annualized by dividing the total contract value by the number of days in the term and multiplying the result by 365. The annualized value of contracts is a legal and contractual determination made by assessing the contractual terms with our customers. The annualized value of maintenance contracts is not determined by reference to historical revenues, deferred revenues or any other GAAP financial measure over any period. Annual recurring revenues is not a forecast of future revenues and can be impacted by contract start and end dates and renewal rates. |

  163. Pay Versus Performance Table and Related Disclosure

    The following graphs address the relationship between “compensation actually paid” (“CAP”) as described in the Pay Versus Performance Table and the Company performance measures in the table.