XML 26 R13.htm IDEA: XBRL DOCUMENT v3.24.2
Stockholders' Equity
 6 Months Ended
Jun. 30, 2024
Stockholders' Equity Note [Abstract]  
Stockholders' Equity STOCKHOLDERS’ EQUITY
a. Stock 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 were or 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. On June 3, 2024, the Company’s stockholders approved an additional 4,400,000 shares under the 2023 Plan.

A summary of employees’ stock options activities during the six months ended June 30, 2024 is as follows:
 
 Six Months Ended
June 30, 2024 (unaudited)
 NumberWeighted
average
exercise price		Aggregate
intrinsic value
(in thousands)		Weighted average
remaining
contractual life
(years)
Options outstanding as of January 1, 2024573,430 $7.564 $21,627 0.962
Granted— $— 
Exercised(535,668)$7.555 
Forfeited and expired— $— 
Options outstanding and exercisable as of June 30, 2024
37,762 $7.690 $1,521 1.061
 
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 six months ended June 30, 2024 was $20,580. As of June 30, 2024, there was no unrecognized compensation cost related to employees and non-employees unvested stock options as all options have vested.

b. The options outstanding as of June 30, 2024 (unaudited) separated into exercise prices as follows:
Exercise price
Options outstanding and exercisable as of June 30, 2024
Weighted average remaining contractual life (years) of options outstanding and exercisableWeighted average exercise price of options outstanding and exercisable
$5.6824,483 5.658 $5.682 
$7.22024,279 0.367 $7.220 
 $9.9609,000 0.644 $9.960 
   37,762 1.061 $7.690 

c.Options issued to consultants:

The Company’s outstanding options granted to consultants for services as of June 30, 2024 (unaudited) were as follows:
 
Grant date
Number of options outstanding and exercisable as of June 30, 2024
Range of exercise price
per share		Exercisable through
November 2014 - February 201610,500 $5.623 —$7.220 November 2024 - February 2026

d.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 six months ended June 30, 2024 (unaudited) is as follows:
 
 Number of
shares underlying
outstanding
RSUs and PSUs		Weighted-
average
grant date
fair value
Unvested balance - January 1, 20248,234,171 $36.83 
Granted3,557,660 $42.66 
Vested(3,052,421)$40.20 
Forfeited(980,261)$38.87 
Unvested balance – June 30, 2024
7,759,149 $37.92 
 
As of June 30, 2024, there was $233,568 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 2.493 years.

e.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 3,908,910 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.

f.Stock-based compensation expense for employees and consultants:
 
The Company recognized stock-based compensation expense in the condensed consolidated statements of operations as follows (in thousands):
 
 Three Months Ended
June 30,		Six Months Ended
June 30,
 2024202320242023
(unaudited)(unaudited)
Cost of revenues$1,298 $2,030 $2,660 $4,530 
Research and development8,856 13,634 20,615 26,157 
Sales and marketing10,655 13,898 21,125 26,660 
General and administrative9,280 9,822 17,782 17,848 
Total$30,089 $39,384 $62,182 $75,195