Form 4: Varonis CEO Yakov Faitelson Earns 162,460 Performance Shares

Varonis Systems CEO Yakov Faitelson earned 162,460 shares of common stock through performance-vesting restricted stock units, certified on February 2, 2026.

Summary

• Yakov Faitelson, CEO, President, Chairman, and Director of Varonis Systems Inc. (VRNS), earned 162,460 shares of common stock.
• These shares were earned for no consideration under performance-vesting restricted stock units (2025 PSUs).
• The PSUs were granted under the company's Amended and Restated 2023 Omnibus Equity Incentive Plan.
• The performance goals for the 2025 fiscal year were satisfied and certified by the Issuer's compensation committee on February 2, 2026.
• The earned shares will vest on February 29, 2028, contingent on Faitelson's continued employment.
• Following this transaction, Faitelson directly beneficially owns 1,842,988 shares, with an additional 253,384 shares indirectly owned by a trust and 36,869 by his spouse.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, as it signifies the achievement of performance goals and reinforces executive alignment with long-term shareholder interests, though it's a routine compensation event.

Positives

• The CEO's earning of performance-vesting restricted stock units indicates the company met certain performance goals for the 2025 fiscal year, as certified by the compensation committee.
• This aligns management's long-term interests with shareholder value through equity ownership, with vesting tied to continued employment until February 29, 2028.

Risks

• The vesting of the 162,460 shares is subject to Yakov Faitelson's continued employment through February 29, 2028. Should his employment terminate before this date, the shares may not vest.

Future Outlook

The vesting of the 2025 PSUs on February 29, 2028, is contingent on the CEO's continued employment, indicating a long-term retention strategy tied to future performance. The satisfaction of 2025 performance goals suggests a positive outlook for that fiscal year.

Industry Context

StockSavvy.ai notes that performance-vesting restricted stock units are a common executive compensation tool in the technology and software industry, aligning executive incentives with long-term company performance and shareholder value creation. This grant reflects a standard practice for retaining key leadership and motivating them to achieve strategic objectives.

Comparison to Industry Standards

• The use of performance-vesting restricted stock units (PSUs) is a standard practice for executive compensation in the tech sector, comparable to companies like Microsoft, Salesforce, and Adobe, which frequently use similar long-term incentive plans to retain and motivate top executives.
• The vesting schedule tied to both performance and continued employment through February 29, 2028, is typical for multi-year incentive grants, ensuring sustained commitment from leadership.

Corporate Governance

Stakeholder Impact

• Shareholders: Positive impact as the CEO's compensation is tied to performance goals, aligning executive incentives with shareholder value creation.
• Employees: No direct impact mentioned for general employees, but it signals stability in top leadership.

Next Steps

• Continued employment of Yakov Faitelson through February 29, 2028, for the 2025 PSUs to fully vest.

Key Dates

Recommendation

This Form 4 filing reports a routine executive compensation event where the CEO earned performance-vesting shares due to the satisfaction of prior performance goals. While positive as it indicates performance achievement and executive alignment, it is not a new, unexpected, or significant catalyst for immediate stock price movement. It reinforces a "hold" position, acknowledging stable governance and executive incentives without providing new information warranting a change in investment stance.

Keywords

Varonis Systems, VRNS, Yakov Faitelson, CEO, Performance Stock Units, PSUs, Restricted Stock, Equity Incentive Plan, Insider Ownership, Executive Compensation, SEC Form 4