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Stockholders' Equity
 12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Stockholders' Equity STOCKHOLDERS’ EQUITY
 
a.Composition of common stock capital:
 
 AuthorizedIssued and outstanding
 Number of shares
 December 31,December 31,
 2020201920202019
Stock of $0.001 par value:
    
Common stock200,000,000 200,000,000 31,818,954 30,583,311 
 
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.

On February 8, 2021, the Company announced a three-for-one split of its common stock to stockholders of record as of the close of business on March 12, 2021. Trading of the Company’s common stock will begin on a split-adjusted basis on March 15, 2021. Common stock and per share data in this Annual Report on Form 10-K have not been adjusted for the impact of the split.

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 6,796,150 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.

On October 22, 2020, and as part of the acquisition, the Company’s board of directors approved the assumption of a certain portion of Polyrize Options pursuant to the terms and conditions of Polyrize 2019 Share Incentive (“Polyrize Plan”) as part of the acquisition. The number of shares of Common Stock of the Company issuable pursuant to such assumed options is 13,427.
 
A summary of employees’ stock options activities during the year ended December 31, 2020 is as follows:
 
Year ended
 December 31, 2020
 NumberWeighted
average
exercise
price		Aggregate
intrinsic
value
(in thousands)		Weighted
average
remaining
contractual
life (years)
Options outstanding at the beginning of the year454,348 $20.628 $25,935 4.343 
Granted10,933 $17.045 
Exercised(123,751)$20.503 
Forfeited(609)$11.618 
Options outstanding at the end of the period340,921 $20.586 $48,760 3.604 
Options exercisable at the end of the period331,759 $20.684 $47,417 3.452 

There were no options granted in 2020 pursuant to our 2005 Stock Plan and 2013 Plan. Under the Polyrize Plan, 10,933 options were granted in 2020.

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, 2020, 2019 and 2018 was $9,922, $12,453 and $40,610, respectively. As of December 31, 2020 and 2019, there was $810 and $9, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2005 Stock Plan, 2013 Plan and Polyrize Plan. This cost is expected to be recognized over a period of approximately 2.721 and 0.132 years, respectively.
    The options outstanding as of December 31, 2020 have been separated into ranges of exercise price as follows:
 
Range of exercise priceOptions
outstanding
as of
December 31,
2020		Weighted
average
remaining
contractual
life (years)		Weighted
average
exercise
price		Options
exercisable
as of
December 31,
2020		Weighted
average
remaining
contractual
life (years)		Weighted
average
exercise
price of
options
exercisable
$6.230 —8.80010,356 1.104 $8.289 10,356 1.104 $8.289 
$12.470 —17.045100,758 3.769 $14.639 91,596 3.235 $14.346 
$19.510 —24.230173,685 3.534 $21.440 173,685 3.534 $21.440 
 $29.880  46,548 4.142 $29.880 46,548 4.142 $29.880 
 $39.860  9,574 3.222 $39.860 9,574 3.222 $39.860 
   340,921 3.604 $20.586 331,759 3.452 $20.684 

d.Options issued to consultants:
 
    The Company’s outstanding options granted to consultants for services as of December 31, 2020 were as follows:
 
Issuance dateOptions for
shares of
common stock		Exercise price
per share		Options
exercisable		Exercisable
through
 (number) (number) 
August 20132,500 $21.140 2,500 August 2023
March 20141,650 $39.860 1,650 March 2024
May 20142,000 $22.010 2,000 May 2024
November 20143,445 $21.660 3,445 November 2024
February 20161,000 $16.870 1,000 February 2026
October 2019393 $17.045 393 October 2029
May 2020212 $17.045 212 May 2030
 11,200 11,200 

There were no options granted in 2020 pursuant to our 2005 Stock Plan and 2013 Plan. In 2020, 2,494 options were assumed under the Polyrize Plan, of which 605 options remained outstanding as of December 31, 2020.

e.Restricted stock units:
 
The following provides a summary of the restricted stock unit activity for the Company for the year ended December 31, 2020:
 
 Number of
Shares
Underlying
Outstanding
Restricted Stock
Units		Weighted-
Average
Grant Date
Fair Value
Outstanding as of January 1, 2020
2,559,083 $49.58 
Granted1,395,697 $87.03 
Vested(950,323)$44.63 
Forfeited(208,136)$62.40 
Unvested as of December 31, 2020
2,796,321 $69.01 
  
As of December 31, 2020, there was $141,408 of total unrecognized compensation cost related to employees and non-employees unvested restricted stock units which is expected to be recognized over a period of 2.120 years.
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 846,618 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,
 202020192018
Cost of revenues$5,013 $2,561 $1,757 
Research and development21,979 13,188 9,645 
Sales and marketing25,578 14,782 16,081 
General and administrative16,015 15,608 7,478 
Total$68,585 $46,139 $34,961