Carlos Aued
VARONIS SYSTEMSAbout Carlos Aued
Independent director at Varonis Systems, Inc. since January 2022; age 66. Career spans 25 years at Cisco Systems leading Systems Architect/Systems Engineers across healthcare, retail, financial, education, and public sector; prior pre-sales technology leadership roles at Micom, Unisys, and BayNetworks. Education not disclosed. No other current or past public-company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | Leader of Systems Architect/Systems Engineers across multiple verticals | c. 25 years; retired Dec 2021 | Technology and sales leadership experience applicable to VRNS strategy |
| Micom; Unisys; BayNetworks | Pre-sales technology leadership positions | Not disclosed | Pre-sales and go-to-market expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | No other current or past directorships disclosed |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent director; Board determined all directors except CEO are independent |
| Committee assignments | None; not listed on Audit, Compensation, Nominating & Corporate Governance, or Technology Committees |
| Board meeting attendance | Each director attended ≥75% of Board and committee meetings in FY2024; Board met 6 times in 2024 |
| Lead Independent Director | Role held by John J. Gavin, Jr. (not Aued) |
| Years of service | Director since January 2022 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $30,000 | Standard non-employee director cash retainer |
| Committee chair/member fees | $0 | No committee service; fees only apply to committee roles |
| Lead Director stipend | $0 | Applicable only to Lead Director |
| Total cash | $30,000 | Paid quarterly |
Performance Compensation
| Equity Award (2024) | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| RSUs (annual grant) | May 8, 2024 | 4,163 | $189,999 | Cliff vest May 30, 2025, subject to continued service |
| Performance Metrics Tied to Director Compensation | Detail |
|---|---|
| None (time-based vesting for director RSUs) | Non-employee director awards vest on earlier of one-year anniversary or next annual meeting; minimum one-year vesting policy under the 2023 Plan |
| Repricing/gross-ups protections | Plan prohibits option/SAR repricing without shareholder approval; no excise tax gross-ups |
Additional governance of director pay:
- Compensation Committee uses independent consultant (Compensia) to review director compensation; >80% of annual director compensation delivered in RSUs (alignment) .
Other Directorships & Interlocks
| Person | External Public Boards | Interlocks/Shared Boards |
|---|---|---|
| Carlos Aued | None | None disclosed |
Expertise & Qualifications
- Technology and sales leadership at a large-cap technology company; board cites expertise in technology and sales as qualification to serve .
- No audit/finance committee experience disclosed; not designated as an “audit committee financial expert” .
Equity Ownership
| Ownership Metric | Amount | As of/Context |
|---|---|---|
| Shares beneficially owned (outstanding) | 14,682 | April 10, 2025 |
| Shares subject to right to acquire within 60 days (unvested RSUs) | 4,163 | Expected to vest around May 30, 2025 |
| Total beneficial ownership | 18,845 | <1% of outstanding shares (111,924,959) |
| Pledged/hedged shares | Prohibited by policy; no pledging allowed for directors | |
| Ownership guideline | 5x annual cash retainer for non-employee directors; all directors compliant as of Dec 31, 2024 |
Governance Assessment
- Independence/attendance: Independent director with ≥75% attendance in 2024; contributes to board quorum and oversight; board maintains executive sessions of independent directors .
- Alignment and incentives: >80% of director pay via RSUs; annual RSU grant ($189,999; 4,163 units) time-vests, reinforcing shareholder alignment; ownership guidelines (5x retainer) met; anti-hedging/pledging policy in force .
- Committee engagement: Not serving on standing committees (Audit, Compensation, Nominating, Technology), limiting direct involvement in formal risk/compensation oversight channels .
- Plan protections: Equity plan includes minimum vesting, no repricing without shareholder approval, and no excise tax gross-ups (shareholder-friendly) .
RED FLAGS
- Related-party exposure: Daughter employed by VRNS with 2024 total compensation of $237,521; flagged under “Transactions with Related Persons” and subject to Audit Committee policy review and approval procedures .
- Committee non-participation: Absence from all standing committees may reduce formal oversight touchpoints versus peers serving on Audit/Comp/Nominating/Technology committees .
Mitigants
- Formal related-person transaction policy requires Audit Committee approval and market-standard terms; robust anti-hedging/anti-pledging and stock ownership guidelines for directors .
Notes
- Director compensation schedule (cash retainers and committee fees) and RSU program administered by the Compensation Committee with independent consultant support (Compensia) .
- Lead Independent Director role held by John J. Gavin, Jr., providing independent board leadership framework .