Gili Iohan
VARONIS SYSTEMSAbout Gili Iohan
Gili Iohan, age 49, is an independent director of Varonis Systems (VRNS) and Partner at Ion Crossover Partners; she has served on the VRNS board since April 2017 . She was Varonis’s first Chief Financial Officer from 2005 to March 2017, overseeing finance, accounting, back-office operations, and human resources . Prior roles include Partner at NextAge Co. Ltd. (six years), CFO/strategic financial consultant for several companies including SolarEdge, Senior Financial Manager at M-Systems, and a position at KPMG LLP . The Board highlights her long company tenure, CFO experience across global software/tech, public board service, and human capital management credentials as key qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Varonis Systems, Inc. | First Chief Financial Officer | 2005–Mar 2017 | Led finance, accounting, back-office ops, HR |
| NextAge Co. Ltd. | Partner | Six years (prior to 2005) | Provided budgeting/controllership, strategic planning, financial structuring; CFO/Strategic Financial Consultant for several companies incl. SolarEdge |
| M-Systems Inc. | Senior Financial Manager | Not disclosed | Finance leadership |
| KPMG LLP | Position not specified | Not disclosed | Professional services foundation |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Fiverr International Ltd (NYSE: FVRR) | Director | Current | Public company directorship |
| Monday.com (Nasdaq: MNDY) | Director | Current | Public company directorship |
| Cato Networks Ltd | Director | Current | Company directorship |
| SimilarWeb (NYSE: SMWB) | Director | Past | Served until March 2024 |
Board Governance
- Committee assignments: Member, Compensation Committee; Chair, Nominating & Corporate Governance Committee .
- Independence: Board determined she is independent under Nasdaq rules; 10 of 11 directors are independent overall .
- Attendance: Board met six times in 2024; each director attended ≥75% of Board and applicable committee meetings in 2024 .
- Nominating & Corporate Governance Committee met 3 times in fiscal 2024; Compensation Committee met 6 times .
- Executive sessions: Independent directors meet in executive session following Board/committee meetings .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | $42,500 | 2024 | Director cash fees earned by Ms. Iohan |
| Annual Board Cash Retainer | $30,000 | Ongoing | For service as Board member |
| Compensation Committee Member Fee | $5,000 | Annual | Member (non-chair) |
| Nominating & Corporate Governance Committee Chair Fee | $7,500 | Annual | Chair |
| Other Cash Fee Elements | See schedule | Ongoing | Audit: $7,500 member/$20,000 chair; Technology: $3,500 member/$7,500 chair; Lead Director: $19,000 |
Performance Compensation
| Equity Grant | Grant Value | Shares | Grant Date | Vesting | Pricing Basis |
|---|---|---|---|---|---|
| Annual Director RSU grant (2024) | $189,999 | 4,163 RSUs | May 8, 2024 | Vests May 30, 2025, subject to continued service | Closing price $45.64 on grant date |
| Equity Mix | >80% RSUs of annual director comp (avg.) | — | Ongoing | Emphasis on equity alignment | Annual RSU grant ~$190,000 |
No director performance metrics are disclosed for Ms. Iohan’s RSU awards; vesting is time-based subject to continued service .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | None of the Compensation Committee members is or was an officer or employee, other than Ms. Iohan who served as CFO until 2017; no relationships requiring related party transaction disclosure under SEC rules . |
| Service on other public company boards | Company notes outside boards can present time demands; in 2024, only Ms. Iohan and Mr. Segev served on another public company board . |
Expertise & Qualifications
- Extensive CFO experience in software/technology and long tenure at VRNS .
- Public board experience at FVRR, MNDY (and prior SMWB); additional board role at Cato Networks .
- Human capital management experience cited by the Board .
Equity Ownership
| Metric | Value | As-of Date | Notes |
|---|---|---|---|
| Shares owned directly | 19,263 | April 10, 2025 | Common shares held directly |
| RSUs vesting within 60 days | 4,163 | April 10, 2025 | Counted for beneficial ownership |
| Total beneficial ownership | 23,426 | April 10, 2025 | Includes direct + RSUs within 60 days |
| Ownership % of outstanding | <1% | April 10, 2025 | “Represents beneficial ownership of less than one percent (1%)” |
| Unexercised options outstanding | 0 | Dec 31, 2024 | None outstanding |
| Unvested RSUs outstanding | 4,163 | Dec 31, 2024 | Year-end unvested RSUs |
| Anti-hedging/pledging | Prohibited | Ongoing | Company policy prohibits hedging and pledging for directors |
| Director stock ownership guideline | 5x annual cash retainer | Ongoing | Required within five years of appointment (two years for directors at adoption); all directors compliant as of Dec 31, 2024 |
Governance Assessment
- Positive signals:
- Independent director leading Nominating & Corporate Governance Committee; active in board composition, governance guidelines, and conflict oversight (outside of related person transactions handled by Audit) .
- Strong alignment through equity-heavy director pay (>80% RSUs), 5x retainer stock ownership guideline, and universal compliance; anti-hedging/pledging and clawback policies mitigate misalignment risk .
- Attendance at or above threshold (≥75%) and structured committee cadence (NCGC: 3; Compensation: 6) indicate engagement .
- Watch items:
- Multiple external public boards (FVRR, MNDY) may increase time demands; the Company explicitly acknowledges potential constraints from outside boards .
- Former CFO status triggers disclosure in “interlocks” (historic officer relationship), albeit with no related party transaction concerns noted; continued independence affirmed by the Board .
- Related-party transactions: No transactions involving Ms. Iohan reported; overall related party disclosure limited to an employment relationship involving another director’s family member and standard indemnification agreements .
Overall, Ms. Iohan’s governance profile reflects strong alignment and experience with limited conflict exposure, enhanced by leadership of the Nominating & Corporate Governance Committee and adherence to stock ownership policies .