Varonis Systems, Inc. · NASDAQ:VRNS

Varonis Systems — Shareholder Meeting (April 2019)

18 slides from Varonis Systems's shareholder meeting presentation, Apr 18, 2019

  1. Slide 1: Executive Compensation Overview

    VARONIS SYSTEMS. PROPRIETARY & CONFIDENTIAL. VARONIS SYSTEMS Executive Compensation Overview April, 2019

  2. Slide 2: Disclaimer and forward-looking statements

    VARONIS SYSTEMS 2 This presentation has been prepared by Varonis Systems, Inc . (the “Company”) solely for informational purposes . It is not, and should not be assumed to be, complete . This presentation is not an offer to sell securities, nor is it a solicitation of an offer to buy securities . Th

  3. Slide 3: Varonis Facts

    VARONIS SYSTEMS 3 Varonis Facts (Nasdaq: VRNS) $25 $32 $43 $58 $71 $93 $120 $148 $14 $22 $31 $43 $56 $73 $95 $123 $40 $53 $75 $101 $127 $166 $215 $270 2011 2012 2013 2014 2015 2016 2017 2018 License Revenues Maintenance and Services Revenues 25 % GROWTH Started operations in 2005 Approximately 6,600

  4. Slide 4: History of Innovation

    VARONIS SYSTEMS 4 History of Innovation 2005 2006 2008 2009 2010 2011 2012 2013 2014 2015 2017 2016 2018

  5. Slide 5: Transition to Subscription

    VARONIS SYSTEMS 5 Transition to Subscription In 2014 at our IPO, we had 10 licenses; today we have two dozen, with more on the way Subscription provides a pathway for our customers to adopt more licenses and realize greater value from our platform more quickly More licenses and use cases allow us to

  6. Slide 6: Significant Upsells and Cross-sells

    VARONIS SYSTEMS 6 Customers Who Have Purchased 2 or More and 3 or More Product Families | % of Total Customers Significant Upsells and Cross - sells 21% 29% 36% 40% 57% 65% 69% 73% 2015 2016 2017 2018 3+ Product Families 2+ Product Families

  7. Slide 7: Strong 3-Year Total Stockholder Return

    VARONIS SYSTEMS 7 -50% 0% 50% 100% 150% 200% 250% 300% 350% Dec-15 Mar-16 Jun-16 Sep-16 Dec-16 Mar-17 Jun-17 Sep-17 Dec-17 Mar-18 Jun-18 Sep-18 Varonis Systems ISS Shared Peers Nasdaq Strong 3 - Year Total Stockholder Return 182.1% 103.8% 31.5% Dec - 18 Source: Capital IQ. Data ranges from 12/31/15

  8. Slide 8: Operating Cash Flow: Investments Show Strong Returns

    VARONIS SYSTEMS 8 (7.1) 7.3 16.4 23.5 -8 -3 3 8 13 18 23 2010 2011 2012 2013 2014 2015 2016 2017 2018 Operating cash flow positive from operations for 4 years Investments Show Strong Returns Operating Cash Flow | ($MM) IPO (2/2014) (2.7)

  9. Slide 9: Operating Margin Has Shown Steady Improvement

    VARONIS SYSTEMS 9 Operating Margin Has Shown Steady Improvement * Percentages are presented on a non - GAAP basis. 2018 Operating M argin includes ~300 bps of FX headwind. 11% 10% 10% 10% 66% 60% 58% 55% 23% 20% 20% 22% 9% 9% 9% 9% - 8.6% 0.7% 3.5% 3.6% 2015 2016 2017 2018 COGS R&D S&M G&A

  10. Slide 10: Addressing $16BN+ Opportunity Across IT & Security

    VARONIS SYSTEMS 10 $5.4BN Data Integration $27.2BN IT Operations Management $15.0BN Storage Management $10.4BN Infrastructure Software $23.6BN Security Software $16BN+ TAM Source: Market size estimates from Gartner Research (as of Dec 2018) (1) (1) Varonis Systems estimates that our total addressabl

  11. Slide 11: Goal of building a billion dollar business

    VARONIS SYSTEMS We plan to achieve our goal of building a billion dollar business that grows revenues meaningfully with expanding profit and cash flow.

  12. Slide 12: Compensation Philosophy – Pay for Performance

    VARONIS SYSTEMS 12 Compensation Philosophy – Pay for Performance The fundamental philosophy of the Compensation Committee (the “Committee”) is to closely link executive compensation with the achievement of pre - established performance goals and to promote a culture of aligning executive interests w

  13. Slide 13: CEO Compensation Plan Overview

    VARONIS SYSTEMS 13 CEO Compensation Plan Overview Yakov Faitelson’s 2018 Compensation Package Pay Element Components Link to Performance Base Salary Annual Cash Incentive Award Long Term Equity Based Incentive Awards Cash: $560,000 Cash: $407,472 RSUs: 150,000 Shares Evaluated on an annual basis bas

  14. Slide 14: Recent Decisions to Further Promote Stockholder Interests

    VARONIS SYSTEMS 14 Recent Decisions to Further Promote Stockholder Interests In February 2019, the Committee conducted its annual executive compensation review and made 2019 compensation decisions for our NEOs. In making these decisions, the Committee considered, among other factors, the pay level o

  15. Slide 15: Rewarding Outperformance

    VARONIS SYSTEMS 15 Rewarding Outperformance Varonis significantly outperformed its compensation peers over the long - term. The Company’s 3 - Year Total Stockholder Return is 41.2% versus its peer median of 21.4%, which ranks the Company’s performance in the 82nd percentile.* Source: Equilar , Inc.

  16. Slide 16: VRNS Total CEO Compensation Historically Below Peer CEOs

    VARONIS SYSTEMS 16 VRNS Total CEO Compensation Historically Below Peer CEOs Source: Company Proxy Statements. Peers include: A10 Networks, AppFolio , Barracuda Networks, Bazaarvoice , Brightcove , Callidus Software, Carbonite, CPI Card Group, Ellie Mae, Five 9, Forescout Technologies, Gigamon , Hort

  17. Slide 17: Responsiveness to Stockholder Feedback

    VARONIS SYSTEMS 17 Responsiveness to Stockholder Feedback Varonis recently graduated from Emerging Growth Company (EGC) status, and for many years has engaged compensation consultants and other advisors to counsel on best practices regarding disclosures in the proxy. The Committee is always striving

  18. Slide 18: Proxy solicitor contact information

    VARONIS SYSTEMS 18 The Company has retained MacKenzie Partners, Inc. to assist us in the solicitation of proxies, and we will pay $15,000 plus expenses for these services. If you have any questions or need assistance in voting your shares, please contact the Company’s proxy solicitor: MacKenzie Part

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