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Stockholders' Equity
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Stockholders' Equity STOCKHOLDERS’ EQUITY
 
a.Composition of common stock capital:
 
 AuthorizedIssued and outstanding
 Number of shares
 December 31,December 31,
 2023202220232022
Stock of $0.001 par value:
    
Common stock200,000,000 200,000,000 109,103,721 107,673,052 
 
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 began on a split-adjusted basis on March 15, 2021.

c.Stock option plans:
 
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 5,713,899 shares of common stock for issuance under the 2013 Plan to employees, directors, officers and consultants of the Company and its subsidiaries. Since January 1, 2016, the share reserve under the 2013 Plan has been automatically increased by an aggregate of 27,579,672 shares. Awards granted under the 2013 Plan generally vest over four years. No awards were granted under the 2013 Plan subsequent to June 5, 2023, and no further awards will be granted under the 2013 Plan.

On October 22, 2020, and as part of the Polyrize Security Ltd. ("Polyrize") acquisition, the Company’s board of directors approved the assumption of a certain portion of Polyrize Options pursuant to the terms and conditions of the Polyrize 2019 Share Incentive (“Polyrize Plan”). No further awards will be granted under the Polyrize Plan.

On April 20, 2023, the Company’s board of directors adopted the Varonis Systems, Inc. 2023 Omnibus Equity Incentive Plan (the “2023 Plan”), subject to approval by our stockholders. On June 5, 2023, the Company’s stockholders approved the 2023 Plan which became effective and replaced the 2013 Plan. The Company initially reserved 5,500,000 shares of common stock for issuance under the 2023 Plan to employees, directors, officers and consultants of the Company and its subsidiaries.
 
A summary of employees’ stock options activities during the year ended December 31, 2023 is as follows:
 
Year ended
 December 31, 2023
 NumberWeighted
average
exercise
price		Aggregate
intrinsic
value
(in thousands)		Weighted
average
remaining
contractual
life (years)
Options outstanding at the beginning of the year691,573 $7.533 $11,347 1.901 
Granted— $— 
Exercised(102,999)$7.647 
Forfeited(15,144)$5.585 
Options outstanding at the end of the period573,430 $7.564 $21,627 0.962 
Options exercisable at the end of the period572,476 $7.567 $21,590 0.954 

There were no options granted in 2023 pursuant to the 2013 Plan, Polyrize Plan or 2023 Plan (collectively "Stock Plans").

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, 2023, 2022 and 2021 was $2,469, $1,612 and $13,153, respectively. As of December 31, 2023 and 2022, there was $17 and $197, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Stock Plans. This cost is expected to be recognized over a weighted-average period of approximately 0.254 and 1.043 years, respectively.

    The options outstanding as of December 31, 2023 have been separated into ranges of exercise price as follows:
 
Range of exercise price
Options
outstanding
as of
December 31, 2023
Weighted
average
remaining
contractual
life (years)		Weighted
average
exercise
price
Options
exercisable
as of
December 31, 2023
Weighted
average
remaining
contractual
life (years)		Weighted
average
exercise
price of
options
exercisable
$5.623 —5.68269,534 2.687 $5.631 68,580 2.639 $5.631 
$7.000 —7.337377,716 0.599 $7.069 377,716 0.599 $7.069 
 $9.960  120,180 1.142 $9.960 120,180 1.142 $9.960 
 $13.287  6,000 0.222 $13.287 6,000 0.222 $13.287 
   573,430 0.962 $7.564 572,476 0.954 $7.567 
d.Options issued to consultants:
 
    The Company’s outstanding options granted to consultants for services as of December 31, 2023 were as follows:
 
Issuance dateNumber of options outstanding and exercisableRange of exercise price
per share		Exercisable
through
March 2014 - February 201617,100 $5.623 —$13.287 March 2024 - February 2026

There were no options granted in 2023 pursuant to our Stock Plans.

e.Restricted stock units ("RSUs") and performance stock units ("PSUs"):
 
A summary of RSUs and PSUs for employees, consultants and non-employee directors of the Company for the year ended December 31, 2023 is as follows:
 
 Number of shares
underlying outstanding
RSUs and PSUs		Weighted-average
grant date
fair value
Unvested as of January 1, 2023
8,340,732 $41.82 
Granted3,832,156 $28.74 
Vested(3,077,903)$39.60 
Forfeited(860,814)$39.38 
Unvested as of December 31, 2023
8,234,171 $36.83 
  
As of December 31, 2023 and 2022, there was $209,546 and $238,295, respectively, of total unrecognized compensation cost related to employees and non-employees unvested restricted stock units and performance stock units which is expected to be recognized over a weighted-average period of 2.305 and 2.309 years, respectively.

The Company grants performance stock units to certain employees under its Stock Plans. The number of performance stock units earned and eligible to vest are generally determined after a one-year performance period, based on achievement of certain Company financial performance measures and the recipient’s continued service. The Company recognizes share-based compensation expense for the performance stock units on a straight-line basis over the requisite service period for each separately vesting portion of the award when it is probable that the performance conditions will be achieved. Compensation expense for performance stock units with financial performance measures is measured using the fair value at the date of grant and recorded over each vesting period, and may be adjusted over the vesting period based on interim estimates of performance against the pre-set objectives.

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 1,500,000 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) 1,200,000 shares of common stock. Since January 1, 2016, the share reserve under the ESPP has been automatically increased by an aggregate of 3,402,705 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 stock-based compensation expense in the consolidated statements of operations as follows (in thousands):
 
Year ended
 December 31,
 202320222021
Cost of revenues$7,221 $10,720 $8,995 
Research and development48,679 50,971 36,033 
Sales and marketing48,047 51,793 39,684 
General and administrative35,872 29,378 25,067 
Total$139,819 $142,862 $109,779 

h.Follow-on offering:

On February 16, 2021, the Company completed a registered public offering of 7,961,538 shares of the Company's common stock, which included 1,038,459 additional optional shares, at a price of $65.00 per share, before underwriting discounts and commissions. The common stock offering generated net proceeds to the Company of approximately $500,034, after deducting $17,466 in underwriting discounts and commissions and offering costs, which have been recorded against the proceeds received from the offering.

i.Share Repurchase Program:

In October 2022, the Company's board of directors authorized a share repurchase program of up to $100,000 of the Company’s common stock (the “Share Repurchase Program”). Under the Share Repurchase Program, the Company was authorized to repurchase shares through open market purchases, privately-negotiated transactions or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Exchange Act. The Share Repurchase Program expired on October 31, 2023.

The Company has repurchased and subsequently retired 4,415,093 shares under its Share Repurchase Program, for a total of $99,967.