Kevin Comolli
VARONIS SYSTEMSAbout Kevin Comolli
Kevin Comolli, age 65, is an independent Class II director of Varonis Systems and has served on the board since 2004; he is a longtime venture investor and Partner at Accel since 2000, with extensive software, technology, and cloud investing experience . He is nominated for re‑election at the June 5, 2025 annual meeting for a term through the 2028 meeting . The board affirms his independence under Nasdaq rules; all directors other than the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Varonis Systems, Inc. | Independent Director | 2004–present | Member: Compensation; Nominating & Corporate Governance; Technology |
| Accel (global VC) | Partner | 2000–present | Senior leader in global emerging software/technology/cloud; board experience across industry |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private software companies | Director | Not disclosed | “Experience serving as a director of more than ten private software companies” |
| Public company boards (current) | — | — | None indicated for Comolli; only Ms. Iohan and Mr. Segev currently serve on other public company boards |
Board Governance
- Independence: Independent director; board’s key committees are composed solely of independent directors .
- Attendance: Each director attended at least 75% of board and committee meetings in 2024; the board met six times in 2024 .
- Executive sessions: Independent directors hold executive sessions; the board has a Lead Independent Director (John J. Gavin, Jr.) with defined responsibilities .
- Board structure: Classified board (Classes I–III) with staggered three-year terms .
| Committee | Comolli Role | Chair? | Meetings Held (2024) |
|---|---|---|---|
| Compensation Committee | Member | No (Chair: Avrohom J. Kess) | 6 |
| Nominating & Corporate Governance Committee | Member | No (Chair: Gili Iohan) | 3 |
| Technology Committee | Member | No (Chair: Ohad Korkus) | 5 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual board cash retainer | $30,000 | Paid quarterly |
| Committee fees (member) | Audit: $7,500; Compensation: $5,000; NCGC: $3,500; Technology: $3,500 | Paid annually (member), separate chair fees disclosed below |
| Committee chair fees | Audit Chair: $20,000; Compensation Chair: $10,500; NCGC Chair: $7,500; Technology Chair: $7,500 | Not applicable to Comolli |
| Lead Director fee | $19,000 | Not applicable to Comolli |
| Kevin Comolli – 2024 cash fees | $42,000 | Reflects board retainer plus committee memberships (not chair) |
Performance Compensation
| Award Type | Grant Date | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (non‑employee director) | May 8, 2024 | 4,163 | $189,999 (closing price $45.64) | Vests May 30, 2025, subject to continued service |
- Non-employee directors receive on average >80% of annual compensation as RSUs (approx. $190,000 grant value) .
- No options outstanding for directors; Comolli had zero unexercised options and 4,163 unvested RSUs as of Dec 31, 2024 .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Compensation Committee interlocks | None; committee members (incl. Comolli) had no relationships requiring related-party transaction disclosure. Ms. Iohan previously served as VRNS CFO through 2017 . |
| Related-party transactions | None involving Comolli disclosed; only noted transaction relates to another director’s family employment . |
| Public board interlocks with VRNS stakeholders | None disclosed for Comolli . |
Expertise & Qualifications
- Investment professional in software/technology with senior leadership exposure to global emerging tech and cloud companies; extensive industry board experience .
- Skills align with VRNS strategy; adds venture perspective to Technology and Compensation governance work .
Equity Ownership
| Ownership Detail | Shares | % Outstanding |
|---|---|---|
| Directly owned | 31,203 | <1% |
| Trust (Kevin E Comolli Living Trust Ltd 3/28/18) | 190,575 | <1% |
| RSUs vesting within 60 days (Dec 31, 2024) | 4,163 | <1% |
| Total beneficial ownership | 225,281 | <1% |
- Ownership guidelines: Directors must hold shares equivalent to 5x annual cash retainer; all directors, including Comolli, were compliant as of Dec 31, 2024 and continue to be compliant as of filing date .
- Hedging and pledging: Strictly prohibited for directors (no exceptions) .
- Clawback policy: Adopted in line with Nasdaq; applies broadly to incentive compensation .
Governance Assessment
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Positive signals:
- Independent status; active membership on Compensation, NCGC, and Technology committees that oversee pay design, board refreshment/governance, and technology/cyber risk .
- Strong meeting engagement (≥75% attendance) and structured shareholder outreach (contacted ~95% of outstanding shares) .
- Director pay mix heavily equity-based (aligns interests), with no option repricing or excise tax gross-ups in equity plan governance; clawback and anti‑hedging/pledging policies in place .
- 2024 say‑on‑pay support at 95% and use of independent consultant (Compensia) with no conflicts noted .
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RED FLAGS / watch items:
- Very long tenure (on board since 2004) amid a classified board structure, which can reduce turnover and may raise entrenchment concerns; the company notes refreshment initiatives, but Comolli’s tenure exceeds the “≤10 years” threshold used in its refreshment disclosure .
- No current public-company directorships disclosed for Comolli; while this avoids interlocks, it limits external public-board benchmarking exposure from him specifically .
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Summary judgment: Comolli’s venture and technology governance experience supports board effectiveness in strategy, compensation risk oversight, and cyber/technology review; policies around ownership, clawbacks, and hedging reinforce alignment. Primary governance risk relates to his long tenure within a staggered board, warranting continued monitoring of refreshment and succession on key committees .