Avrohom J. Kess
VARONIS SYSTEMSAbout Avrohom J. Kess
Avrohom J. Kess, age 56, is Vice Chairman and Chief Legal Officer of The Travelers Companies, Inc. (since December 2016) and has served as an independent director of Varonis Systems, Inc. since January 2022; he previously was a partner at Simpson Thacher & Bartlett LLP, where he led the Public Company Advisory Practice and joined the firm in 1995 . Varonis’ Board has determined he is independent under Nasdaq rules; the Board uses executive sessions of independent directors and reported at least 75% attendance by each director in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Travelers Companies, Inc. | Vice Chairman & Chief Legal Officer | Since Dec 2016 | Legal, risk oversight, governance executive leadership |
| Simpson Thacher & Bartlett LLP | Partner; Head, Public Company Advisory Practice | Joined 1995 | Led advisory on executive compensation, governance, disclosure |
External Roles
| Category | Details |
|---|---|
| Current public company directorships | None |
| Prior public company boards | None cited for Kess |
Board Governance
| Attribute | Detail |
|---|---|
| Board class & term | Class III director; term expires at 2026 Annual Meeting |
| Independence | Independent director under Nasdaq rules |
| Committee memberships | Compensation Committee (member) |
| Committee chair roles | Chairperson, Compensation Committee |
| Committee activity | Compensation Committee met 6 times in fiscal 2024 |
| Attendance | All directors attended ≥75% of Board/committee meetings in 2024 |
| Lead Independent Director | Board has a Lead Director (John J. Gavin, Jr.) to enhance independent oversight |
| Executive sessions | Independent directors meet in executive session periodically |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $30,000 | Standard for non-employee directors |
| Compensation Committee Chair fee | $10,500 | Annual chair fee |
| Other committee membership fees | N/A | Not applicable beyond chair role |
| 2024 cash fees earned (Kess) | $40,500 | Reflects Board retainer + chair fee |
Performance Compensation
| Metric/Grant | Detail |
|---|---|
| Annual equity grant value (2024) | $189,999 RSUs |
| Grant date / shares | Granted May 8, 2024; 4,163 RSUs |
| Vesting | Time-based; vest on May 30, 2025, subject to continued service |
| Performance conditions | None for director RSUs (time-vesting only) |
| Ownership guideline | Directors must hold ≥5x the annual cash retainer; all directors were compliant as of 12/31/2024 |
| Pay mix signal | On average, >80% of director pay is RSUs; for Kess in 2024, equity was $189,999 of $230,499 total |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Interlocks (Comp Committee) | No compensation committee interlocks creating related-party concerns; committee is fully independent |
| Related-party transactions | None disclosed for Kess; only item noted in 2024 relates to another director’s family employment |
| Compensation consultant | Compensia engaged; Compensation Committee assessed and found no conflicts of interest |
Expertise & Qualifications
- Significant expertise in law, risk management oversight, corporate transactions, executive compensation policy, and corporate governance (including ESG disclosure) .
- Role as Compensation Committee Chair aligns with legal and compensation governance background .
Equity Ownership
| Ownership Metric | Amount | Notes |
|---|---|---|
| Shares owned directly | 23,262 | Direct holdings |
| RSUs subject to right to acquire ≤60 days | 4,163 | Unvested RSUs included in beneficial ownership window |
| Total beneficial ownership | 27,425 | As of April 10, 2025 record date |
| % of shares outstanding | <1% | Based on 111,924,959 shares outstanding |
| Hedging/pledging | Prohibited for directors by policy (anti-hedging/anti-pledging) | |
| Ownership guideline compliance | Company reports all directors compliant as of 12/31/2024 |
Governance Assessment
- Board effectiveness: Independence confirmed; clear Lead Director structure; strong committee governance with Kess chairing Compensation and active meeting cadence (6 meetings in 2024) .
- Investor alignment: High equity weighting in director pay and robust stock ownership guidelines; anti-hedging/anti-pledging and clawback policies strengthen alignment and accountability .
- Shareholder engagement: Company engaged shareholders representing ~95% of outstanding shares in 2024; prior say-on-pay support at 95% considered in comp decisions .
- Conflicts and related-party risk: No related-party transactions involving Kess disclosed; compensation committee independence affirmed; no consultant conflicts identified .
RED FLAGS: None observed specific to Kess. No pledging/hedging permitted, no related-party transactions disclosed, and committee operations/consultant independence are aligned with best practices .