Fred van den Bosch
VARONIS SYSTEMSAbout Fred van den Bosch
Independent director of Varonis Systems, Inc. since 2013 (Age: 78). Former CEO of Librato, Inc. and PANTA Systems; EVP Engineering and CTO at VERITAS Software; earlier engineering and management roles at Philips Electronics. Technical expertise spans operating systems, storage management, high-performance computing, SaaS, APM, and software engineering; also noted for patent and licensing experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VERITAS Software, Inc. | EVP Engineering & Chief Technology Officer | Not disclosed | Led engineering; patent/licensing expertise |
| Librato, Inc. | Chief Executive Officer | Not disclosed | CEO leadership in SaaS/APM |
| PANTA Systems, Inc. | Chief Executive Officer | Not disclosed | CEO leadership in HPC/storage |
| Philips Electronics (Computer Systems Division) | Engineering and management positions | Not disclosed | Systems architecture; software/hardware design |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Chunk Food Inc.; MounTavor Inc.; Kaholo Ltd.; Today Boost Ltd.; Trailze Ltd. | Director | Private companies | Current directorships (private) |
| Tabnine Ltd.; OSNexus, Inc.; Thehintbox!, Inc. | Advisor | Private companies | Current advisory roles |
| VERITAS Software, Inc.; Librato Inc.; Neebula Systems Ltd. | Director | Prior | VERITAS (public at time), others private |
Board Governance
- Independence: Determined independent under Nasdaq rules; board states all directors except CEO are independent .
- Committees: Audit Committee member; Technology Committee member. Audit Committee held 6 meetings in 2024; Technology Committee held 5 .
- Financial Expertise: Audit Committee members meet Nasdaq financial literacy; audit committee financial experts designated as John J. Gavin Jr. and Ofer Segev (not van den Bosch) .
- Attendance: Each director attended ≥75% of board and applicable committee meetings in fiscal 2024; board met 6 times . Nine directors attended the 2024 annual meeting .
- Lead Independent Director: John J. Gavin Jr. serves as Lead Director .
Fixed Compensation
| Component (2024) | Amount/Details |
|---|---|
| Board cash retainer | $30,000 |
| Committee fees | Audit Committee member $7,500; Technology Committee member $3,500 |
| Total cash fees (2024) | $41,000 |
| Annual director RSU grant (May 8, 2024) | $189,999 grant-date fair value; 4,163 RSUs; vests May 30, 2025; price reference $45.64 close |
Policies supporting alignment:
- Director stock ownership guideline: 5× annual cash retainer; all directors compliant as of 12/31/2024 .
- Anti-hedging/anti-pledging: Prohibited for directors, officers, employees (no exceptions) .
Performance Compensation
| Element | Structure | Metrics |
|---|---|---|
| Annual director equity | Time-based RSUs (no PSUs/options disclosed for directors) | No performance metrics tied to director equity; annual grant set at ~$190,000 and vests on schedule |
Other Directorships & Interlocks
- Current public boards: None disclosed; current roles are private company directorships/advisory .
- Prior public boards: VERITAS Software, Inc. (historical) .
- Interlocks/related-party: No related-party transactions disclosed for van den Bosch; only disclosure relates to another director’s family employment reviewed by Audit Committee policy .
Expertise & Qualifications
- Deep technical background (OS, storage, HPC, SaaS, APM, software engineering) and executive leadership (CEO/CTO) with patent/licensing expertise; supports Technology Committee oversight and product strategy .
- Financial literacy (Audit Committee member) under Nasdaq requirements .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (outstanding) | 129,325 |
| RSUs vesting within 60 days (as of 4/10/2025) | 4,163 |
| Total beneficial (outstanding + within-60-day rights) | 133,488 |
| Ownership % of outstanding | Less than 1% (denoted “*”) |
| 2025 Annual director RSU grant (Form 4) | 4,178 RSUs on 5/8/2025; post-transaction holdings 137,666; Grant (A) at $0 price (RSU) |
| Stock ownership guideline compliance | Company reports all directors compliant as of 12/31/2024 |
| Hedging/Pledging | Prohibited by policy for directors |
Insider Trades (alignment and activity)
| Transaction Date | Type | Shares | Price | Post-Transaction Owned | Source (SEC) |
|---|---|---|---|---|---|
| 5/8/2024 | Award (RSU) | 4,163 | $0 | 133,488 | |
| 5/8/2025 | Award (RSU) | 4,178 | $0 | 137,666 | |
| 6/4/2025 | Sale | 6,000 | $50.00 | 131,666 | |
| 8/1/2025 | Sale | 3,000 | $55.08 | 128,666 |
Shareholder Votes (2025 Annual Meeting)
| Proposal | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election: Fred van den Bosch | 82,913,686 | 7,269,933 (withheld) | — | 6,044,086 |
| Say-on-Pay (Advisory) | 75,583,232 | 14,535,907 | 64,480 | 6,044,086 |
| Auditor Ratification (E&Y) | 92,167,280 | 4,024,972 | 35,453 | — |
| ESPP Approval | 89,484,902 | 686,996 | 11,721 | 6,044,086 |
| 2023 Omnibus Plan Share Increase | 77,068,231 | 13,073,511 | 41,877 | 6,044,086 |
Governance Assessment
- Board effectiveness: Van den Bosch’s deep technical track record and dual service on Audit and Technology Committees bolster oversight of technology risk and financial reporting; independence and attendance thresholds met enhance investor confidence .
- Alignment: Strong equity alignment via annual RSUs and compliance with 5× retainer ownership guideline; anti-hedging/pledging policy reduces misalignment risk .
- Potential red flags: Two small open-market sales in 2025 (6,000 and 3,000 shares) modestly reduced holdings; monitor for pattern but size appears limited relative to total beneficial ownership . No related-party transactions disclosed for van den Bosch .
- Shareholder sentiment: 2025 director election support for van den Bosch was high in absolute votes; advisory say-on-pay support also strong, indicating broad governance acceptance .
Policies and practices include robust claw-back (executives), anti-hedging/pledging, and annual board/committee self-evaluations; Audit Committee designated financial experts are Gavin and Segev (not van den Bosch), though all members are financially literate .