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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


	PAY VERSUS PERFORMANCE

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.

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 four years.


																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 ($)⁽⁵⁾			Net Loss ($)			Annual Recurring Revenues ($)⁽⁶⁾
	2024			14,502,288			20,277,376			5,019,444			7,007,804			171.52			301.44			(95,765)			641,900
	2023			14,112,979			50,973,771			4,799,302			15,463,566			174.80			221.06			(100,916)			543,000
	2022			9,618,354			(8,866,124)			4,728,473			(2,636,005)			92.42			132.79			(124,518)			465,100
	2021			10,372,443			12,724,377			5,273,748			6,100,570			188.32			206.76			(116,861)			387,100
	2020			6,201,417			29,985,684			4,751,691			14,611,961			210.54			149.98			(94,010)			287,300

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


	Year			CEO			Other NEOs
	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
	2020			Yakov Faitelson			Guy Melamed, David Bass, James O’Boyle, Gilad Raz

(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:


				2024			2023			2022			2021			2020
	Total Compensation as reported on Summary Compensation Table			14,502,288			14,112,979			9,618,354			10,372,443			6,201,417
	Fair value of equity awards reported in Summary Compensation Table			(13,000,007)			(13,000,055)			(8,787,553)			(9,250,316)			(5,290,849)
	Fair value at year-end of equity compensation granted in current year and unvested at year-end			17,882,053			41,221,463			3,576,325			12,490,656			14,069,193
	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			(820,990)			7,810,760			(11,936,142)			(2,779,713)			14,760,197
	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			1,714,032			828,624			(1,337,108)			1,891,307			245,726
	Compensation Actually Paid			20,277,376			50,973,771			(8,866,124)			12,724,377			29,985,684

(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:


				2024			2023			2022			2021			2020
	Total Compensation as reported on Summary Compensation Table			5,019,444			4,799,302			4,728,473			5,273,748			4,751,691
	Fair value of equity awards reported in Summary Compensation Table			(4,342,319)			(4,142,279)			(4,142,296)			(4,714,847)			(4,252,855)
	Fair value at year-end of equity compensation granted in current year and unvested at year-end			5,706,156			11,498,166			1,927,757			5,832,637			7,587,632
	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			(194,175)			2,939,286			(4,408,373)			(1,230,120)			6,277,530
	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			818,698			369,091			(741,566)			939,152			247,963
	Compensation Actually Paid			7,007,804			15,463,566			(2,636,005)			6,100,570			14,611,961

(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 2024.

(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, 2019.

(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.

Company Selected Measure Name

annual recurring revenues

Named Executive Officers, Footnote

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


	Year			CEO			Other NEOs
	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
	2020			Yakov Faitelson			Guy Melamed, David Bass, James O’Boyle, Gilad Raz

Peer Group Issuers, Footnote

(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, 2019.

PEO Total Compensation Amount

$ 14,502,288

$ 14,112,979

$ 9,618,354

$ 10,372,443

$ 6,201,417

PEO Actually Paid Compensation Amount

$ 20,277,376

50,973,771

(8,866,124)

12,724,377

29,985,684

Adjustment To PEO Compensation, Footnote

(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:


				2024			2023			2022			2021			2020
	Total Compensation as reported on Summary Compensation Table			14,502,288			14,112,979			9,618,354			10,372,443			6,201,417
	Fair value of equity awards reported in Summary Compensation Table			(13,000,007)			(13,000,055)			(8,787,553)			(9,250,316)			(5,290,849)
	Fair value at year-end of equity compensation granted in current year and unvested at year-end			17,882,053			41,221,463			3,576,325			12,490,656			14,069,193
	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			(820,990)			7,810,760			(11,936,142)			(2,779,713)			14,760,197
	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			1,714,032			828,624			(1,337,108)			1,891,307			245,726
	Compensation Actually Paid			20,277,376			50,973,771			(8,866,124)			12,724,377			29,985,684

Non-PEO NEO Average Total Compensation Amount

$ 5,019,444

4,799,302

4,728,473

5,273,748

4,751,691

Non-PEO NEO Average Compensation Actually Paid Amount

$ 7,007,804

15,463,566

(2,636,005)

6,100,570

14,611,961

Adjustment to Non-PEO NEO Compensation Footnote

(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:


				2024			2023			2022			2021			2020
	Total Compensation as reported on Summary Compensation Table			5,019,444			4,799,302			4,728,473			5,273,748			4,751,691
	Fair value of equity awards reported in Summary Compensation Table			(4,342,319)			(4,142,279)			(4,142,296)			(4,714,847)			(4,252,855)
	Fair value at year-end of equity compensation granted in current year and unvested at year-end			5,706,156			11,498,166			1,927,757			5,832,637			7,587,632
	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			(194,175)			2,939,286			(4,408,373)			(1,230,120)			6,277,530
	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			818,698			369,091			(741,566)			939,152			247,963
	Compensation Actually Paid			7,007,804			15,463,566			(2,636,005)			6,100,570			14,611,961

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

Financial Performance Measures

As described in detail in the “Compensation Discussion and Analysis,” the Company’s executive compensation program consists of several compensation elements reflecting the Company’s pay-for-performance philosophy, including equity compensation which is directly tied to the returns experienced by our shareholders.

The most important financial performance measures used to link compensation actually paid to the Company’s named executive officers with the Company’s performance for 2024 are as follows:

•	Annual Recurring Revenues

•	Trailing-Twelve-Month Margin

•	Timeline for Completion of the SaaS Transition

•	Free Cash Flow

Total Shareholder Return Amount

$ 171.52

174.8

92.42

188.32

210.54

Peer Group Total Shareholder Return Amount

301.44

221.06

132.79

206.76

149.98

Net Income (Loss)

$ (95,765,000)

$ (100,916,000)

$ (124,518,000)

$ (116,861,000)

$ (94,010,000)

Company Selected Measure Amount

641,900,000

543,000,000

465,100,000

387,100,000

287,300,000

Yakov Faitelson

Yakov Faitelson

Yakov Faitelson

Yakov Faitelson

Yakov Faitelson

Pay vs Performance Disclosure

Annual Recurring Revenues

Non-GAAP Measure Description

(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.

Pay vs Performance Disclosure

Trailing-Twelve-Month Margin

Pay vs Performance Disclosure

Timeline for Completion of the SaaS Transition

Pay vs Performance Disclosure

Free Cash Flow

PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ (13,000,007)

$ (13,000,055)

$ (8,787,553)

$ (9,250,316)

$ (5,290,849)

PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

17,882,053

41,221,463

3,576,325

12,490,656

14,069,193

PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(820,990)

7,810,760

(11,936,142)

(2,779,713)

14,760,197

PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,714,032

828,624

(1,337,108)

1,891,307

245,726

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(4,342,319)

(4,142,279)

(4,142,296)

(4,714,847)

(4,252,855)

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

5,706,156

11,498,166

1,927,757

5,832,637

7,587,632

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(194,175)

2,939,286

(4,408,373)

(1,230,120)

6,277,530

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 818,698

$ 369,091

$ (741,566)

$ 939,152

$ 247,963