XML 63 R15.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Stockholders' Equity
 12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Stockholders' Equity STOCKHOLDERS’ EQUITY
 
a.
Composition of common stock capital:
 
 
Authorized
 
Issued and outstanding
 
Number of shares
 
December 31,
 
December 31,
 
2019
 
2018
 
2019
 
2018
Stock of $0.001 par value:
 
 
 
 
 
 
 
Common stock
200,000,000

 
200,000,000

 
30,583,311

 
29,576,880


 
b.
Common stock rights:
 
The Company’s Amended and Restated Certificate of Incorporation authorizes the Company to issue 200,000,000 shares of common stock, par value $0.001 per share.
 
The common stock confers upon its holders the right to participate in the general meetings of the Company, to vote at such meetings (each share represents one vote), to elect board members and to participate in any distribution of dividends or any other distribution of the Company’s property, including the distribution of surplus assets upon liquidation.
 
c.
Stock option plans:
 
On December 30, 2005, the Company’s board of directors adopted the Varonis Systems, Inc. 2005 Stock Plan (the “2005 Stock Plan”). As of December 31, 2013, the Company had reserved 4,713,319 shares of common stock available for issuance to employees, directors, officers and consultants of the Company and its subsidiaries. The options generally vest over four years. No awards were granted under the 2005 Stock Plan subsequent to December 31, 2013, and no further awards will be granted under the 2005 Stock Plan.
 
On November 14, 2013, the Company’s board of directors adopted the Varonis Systems, Inc. 2013 Omnibus Equity Incentive Plan (the “2013 Plan”) which was subsequently approved by the Company’s stockholders. The Company initially reserved 1,904,633 shares of common stock for issuance under the 2013 Plan to employees, directors, officers and consultants of the Company and its subsidiaries. The number of shares of common stock available for issuance under the 2013 Plan was increased on January 1, 2016 and has been, and will be, increased on each January 1 thereafter by four percent (4%) of the number of shares of common stock issued and outstanding on each December 31 immediately prior to the date of increase (rounded down to the nearest whole share), but the amount of each increase will be limited to the number of shares of common stock necessary to bring the total number of shares of Common Stock available for grant and issuance under the 2013 Plan to five percent (5%) of the number of shares of common stock issued and outstanding on each December 31. Since January 1, 2016, the share reserve under the 2013 Plan has been automatically increased by an aggregate of 5,530,555 shares. Awards granted under the 2013 Plan generally vest over four years. Any award that is forfeited or canceled before expiration becomes available for future grants under the 2013 Plan.
 
A summary of employees’ stock options activities during the year ended December 31, 2019 is as follows:
 
 
Year ended
 
December 31, 2019
 
Number
 
Weighted
average
exercise
price
 
Aggregate
intrinsic
value
(in thousands)
 
Weighted
average
remaining
contractual
life (years)
Options outstanding at the beginning of the year
709,668

 
$
17.941

 
$
24,810

 
4.513

Granted
—

 
$
—

 
 
 
 
Exercised
(253,715
)
 
$
13.068

 
 
 
 
Forfeited
(1,605
)
 
$
27.512

 
 
 
 
Options outstanding at the end of the period
454,348

 
$
20.628

 
$
25,935

 
4.343

Options exercisable at the end of the period
452,264

 
$
20.645

 
$
25,808

 
4.335



There were no options granted in 2019.
 
The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders exercised their options on the last date of the period. Total intrinsic value of options exercised for the years ended December 31, 2019, 2018 and 2017 was $12,453, $40,610 and $22,382, respectively. As of December 31, 2019 and 2018, there was $9 and $142, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2005 Stock Plan and 2013 Plan. This cost is expected to be recognized over a period of approximately 0.132 and 0.712 years, respectively.

The options outstanding as of December 31, 2019 have been separated into ranges of exercise price as follows:
 
Range of exercise price
 
Options
outstanding
as of
December 31,
2019
 
Weighted
average
remaining
contractual
life (years)
 
Weighted
average
exercise
price
 
Options
exercisable
as of
December 31,
2019
 
Weighted
average
remaining
contractual
life (years)
 
Weighted
average
exercise
price of
options
exercisable
 
 
$
1.576

 
 
 
1,970

 
0.038

 
$
1.576

 
1,970

 
0.038

 
$
1.576

$
6.230

 
—
 
8.800
 
11,856

 
1.992

 
$
8.084

 
11,856

 
1.992

 
$
8.084

$
12.470

 
—
 
16.870
 
130,925

 
4.045

 
$
14.112

 
128,841

 
4.012

 
$
14.057

$
19.510

 
—
 
21.660
 
164,253

 
4.587

 
$
21.177

 
164,253

 
4.587

 
$
21.177

$
22.010

 
—
 
24.230
 
70,848

 
4.268

 
$
22.434

 
70,848

 
4.268

 
$
22.434

 

 
$
29.880

 
 
 
56,879

 
5.145

 
$
29.880

 
56,879

 
5.145

 
$
29.880

 

 
$
39.860

 
 
 
17,617

 
4.057

 
$
39.860

 
17,617

 
4.057

 
$
39.860

 

 
 
 
 
 
454,348

 
4.343

 
$
20.628

 
452,264

 
4.335

 
$
20.645



d.
Options issued to consultants:
 
The Company’s outstanding options granted to consultants for services as of December 31, 2019 were as follows:
 
Issuance date
Options for
shares of
common stock
 
Exercise price
per share
 
Options
exercisable
 
Exercisable
through
 
(number)
 
 
 
(number)
 
 
February 2013
1,500

 
$
12.470

 
1,500

 
February 2023
August 2013
4,000

 
$
21.140

 
4,000

 
August 2023
March 2014
3,750

 
$
39.860

 
3,750

 
March 2024
May 2014
3,700

 
$
22.010

 
3,700

 
May 2024
November 2014
4,218

 
$
21.660

 
4,218

 
November 2024
May 2015
1,137

 
$
19.510

 
1,137

 
May 2025
February 2016
1,982

 
$
16.870

 
1,877

 
February 2026
 
20,287

 
 
 
20,182

 
 

 
e.
Restricted stock units:

 
The following provides a summary of the restricted stock unit activity for the Company for the year ended December 31, 2019:
 
 
Number of
Shares
Underlying
Outstanding
Restricted Stock
Units
 
Weighted-
Average
Grant Date
Fair Value
Outstanding as of January 1, 2019
2,440,027

 
$
40.00

Granted
1,307,134

 
$
58.22

Vested
(823,036
)
 
$
36.45

Forfeited
(365,042
)
 
$
46.37

Unvested as of December 31, 2019
2,559,083

 
$
49.58


  
 
f.
2015 Employee Stock Purchase Plan
 
On May 5, 2015, the Company’s stockholders approved the Varonis Systems, Inc. 2015 Employee Stock Purchase Plan (the “ESPP”), which the Company’s board of directors had adopted on March 19, 2015. The ESPP became effective as of June 30, 2015. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, at not less than 85% of the fair market value of the Company’s common stock on the first day or last trading day in the offering period, subject to any plan limitations. The Company initially reserved 500,000 shares of common stock for issuance under the ESPP. The number of shares available for issuance under the ESPP was increased on January 1, 2016 and has been, and will be, increased each January 1 thereafter, by an amount equal to the lesser of (i) one percent (1%) of the number of shares of common stock issued and outstanding on each December 31 immediately prior to the date of increase, except that the amount of each such increase will be limited to the number of shares of common stock necessary to bring the total number of shares of common stock available for issuance under the ESPP to two percent (2%) of the number of shares of common stock issued and outstanding on each such December 31, or (ii) 400,000 shares of common stock. Since January 1, 2016, the share reserve under the ESPP has been automatically increased by an aggregate of 702,163 shares. The ESPP will continue in effect until the earlier of (i) the date when no shares of common stock are available for issuance thereunder or (ii) June 30, 2025; unless terminated prior thereto by the Company’s board of directors or compensation committee, each of which has the right to terminate the ESPP at any time. 

g.
Stock-based compensation expense for employees and consultants:
 
The Company recognized non-cash stock-based compensation expense in the consolidated statements of operations as follows (in thousands):
 
 
Year ended
 
December 31,
 
2019
 
2018
 
2017
Cost of revenues
$
2,561

 
$
1,757

 
$
1,078

Research and development
13,188

 
9,645

 
5,209

Sales and marketing
14,782

 
16,081

 
8,542

General and administrative
15,608

 
7,478

 
5,006

Total
$
46,139

 
$
34,961

 
$
19,835