John J. Gavin, Jr.
VARONIS SYSTEMSAbout John J. Gavin, Jr.
John J. Gavin, Jr. (age 69) is an independent director of Varonis Systems, Inc. since 2013, currently serving as Lead Independent Director and Chair of the Audit Committee; he is designated an “audit committee financial expert.” He brings 40+ years of financial and operational management experience, including EVP & CFO of BladeLogic (2007–2008), CFO roles at Data General, Cambridge Technology Partners (CTP), and NaviSite, and a decade in audit at Price Waterhouse (1978–1988) . The Board has determined he is independent under Nasdaq rules, and all directors achieved at least 75% attendance in 2024; the Board met six times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BladeLogic | EVP & Chief Financial Officer | 2007–2008 | Senior finance leadership at data center automation software provider |
| Data General Corporation | Chief Financial Officer | Not disclosed | Corporate CFO responsibilities |
| Cambridge Technology Partners (CTP) | Chief Financial Officer | Not disclosed | Corporate CFO responsibilities |
| NaviSite, Inc. | Chief Financial Officer | Not disclosed | Corporate CFO responsibilities |
| Price Waterhouse | Audit practice, various positions | 1978–1988 | Public audit and accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cimpress plc (Nasdaq: CMPR) | Director | 2006–2021 | Prior public board service |
| BroadSoft, Inc. | Director | 2010–2018 | Prior public board service |
| Qlik Technologies Inc. | Director | 2010–2016 | Prior public board service |
| Ascential Software | Director | 2001–2004 | Prior public board service |
| Current public company directorships | — | — | None indicated for Mr. Gavin; only Ms. Iohan and Mr. Segev currently serve on other public boards |
Board Governance
- Independence and attendance: Board determined Mr. Gavin is independent; all directors attended ≥75% of Board and applicable committee meetings in 2024; Board met six times in 2024 .
- Lead Independent Director: Mr. Gavin serves as Lead Director with responsibilities including organizing/chairing executive sessions, liaison to the Chair/CEO, CEO succession planning leadership, shareholder communication availability, and agenda/information approval; 1-year renewable term .
- Committee leadership and memberships:
- Audit Committee: Chair; committee met 6 times in 2024; Mr. Gavin designated a financial expert; oversees auditors, financial reporting, ICFR, internal audit plan, complaint procedures .
- Nominating & Corporate Governance Committee: Member; committee met 3 times in 2024; handles board composition, assessments, nominations, governance principles, ESG monitoring .
- Technology Committee: Member; committee met 5 times in 2024; oversees technology strategy and cyber/data security risk oversight .
- Executive sessions: Independent directors hold executive sessions following Board/committee meetings .
- Board structure: Combined Chair/CEO role (Faitelson) mitigated by robust Lead Director role .
Fixed Compensation
| Component (Non-Employee Directors) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $30,000 | Paid quarterly |
| Lead Director fee | $19,000 | Annual cash, paid quarterly |
| Audit Committee Chair | $20,000 | Annual cash, paid quarterly |
| Nominating & Governance Member | $3,500 | Annual cash, paid quarterly |
| Technology Committee Member | $3,500 | Annual cash, paid quarterly |
| 2024 Cash Fees (Gavin actual) | $76,000 | Reported in 2024 director comp table |
Performance Compensation
| Grant | Grant Date | Shares/Units | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU award (non-employee directors) | May 8, 2024 | 4,163 RSUs | $189,999 | Vests May 30, 2025 (next annual meeting cycle) | All non-employee directors received ~$190k in RSUs; grant valued at $45.64 per share |
| Compensation Mix | — | — | — | — | “On average, >80% of annual director compensation is in RSUs” |
Additional alignment and controls:
- Stock ownership guidelines: Non-employee directors required to hold stock equal to 5x annual cash retainer; as of 12/31/2024, all directors were compliant .
- Clawback, anti-hedging, anti-pledging: Company maintains a clawback policy; blanket prohibition on hedging/pledging by directors, officers, employees .
- Equity grant timing: Annual director grants made after Q1 end per policy .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk | Notes |
|---|---|---|
| Related-party transactions | None involving Mr. Gavin disclosed | Related-person section notes an employee relative of another director; no Gavin-related transactions . |
| Compensation Committee interlocks | None involving Mr. Gavin | Committee interlocks disclosure notes no interlocks; Ms. Iohan’s prior employment noted; no related-person comp conflicts . |
Expertise & Qualifications
- Financial expert: Audit Committee designated Mr. Gavin as an SEC “audit committee financial expert” .
- CFO/operator: Former EVP & CFO BladeLogic; CFO at Data General, CTP, NaviSite; extensive risk oversight and compliance expertise and international direct sales experience in software .
- Governance: Prior service on multiple public company boards and committees (audit, compensation, nominating & governance) in software/technology .
Equity Ownership
| Ownership Detail (as of April 10, 2025) | Amount |
|---|---|
| Shares outstanding beneficially owned (joint with spouse) | 260,325 |
| RSUs vesting within 60 days | 4,163 |
| Total beneficial ownership | 264,488 |
| Percent of outstanding shares | <1% (asterisked in table) |
| Unvested director RSUs outstanding (12/31/2024) | 4,163 |
| Hedging/Pledging | Prohibited by policy (no exceptions) |
| Ownership guidelines compliance | Company states all directors compliant as of 12/31/2024 |
Governance Assessment
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Strengths and positive signals
- Lead Independent Director with clearly defined authorities (agenda-setting, CEO liaison, shareholder outreach, succession planning), enhancing checks and balances with combined Chair/CEO structure .
- Audit Committee Chair and SEC-designated financial expert with deep CFO background; robust audit oversight practices and active 2024 committee cadence (6 meetings) .
- Strong alignment: director equity predominates compensation (>80%), mandatory 5x retainer ownership guideline, and company-wide anti-hedging/pledging policy; directors reported in compliance as of year-end 2024 .
- Board-wide engagement: all directors ≥75% attendance; multiple committees and regular executive sessions of independent directors support independent oversight .
- Shareholder engagement and support: Company outreached to holders representing ~95% of shares; 2024 say‑on‑pay received 95% support, indicating broad investor confidence in governance/compensation practices (contextual to board oversight) .
-
Watch items and potential risks
- Tenure/refresh: Mr. Gavin has served since 2013; while institutional knowledge is valuable, ongoing refreshment should continue (Board notes 60% of independent directors with ≤10 years tenure, >25% joined since 2021) .
- Combined Chair/CEO: Concentration of roles can elevate governance risk; mitigated by empowered Lead Director and independent committee structure .
- Related-party and conflicts: No related-party transactions disclosed for Mr. Gavin; company policy requires Audit Committee approval for any such transactions .
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RED FLAGS
- None identified for Mr. Gavin: no attendance shortfalls, no related-party transactions, no hedging/pledging, and compensation structured primarily in equity with ownership compliance reported .