Ofer Segev
VARONIS SYSTEMSAbout Ofer Segev
Ofer Segev (age 65) is an independent director of Varonis Systems, Inc. and a designated “audit committee financial expert.” He has served on the Varonis board since 2015 and brings 25+ years of management and financial leadership in global high‑tech, including multiple CFO/COO and CEO roles; he is currently CFO of Windward Ltd. (since 2019) and has been a director of Windward since December 2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Varonis Systems, Inc. | Independent Director | Director since 2015 | Audit Committee member; designated audit committee financial expert |
| Windward Ltd. | Chief Financial Officer | Since 2019 | Finance leadership at a predictive intelligence company for maritime industry |
| AlgoSec, Inc. | Chief Financial Officer & Chief Operating Officer | Feb 2017–Oct 2019 | Operating and finance leadership at network security policy firm |
| AudioCodes Ltd. | VP Finance & Chief Financial Officer | Nov 2014–Apr 2015 | Public-company CFO experience on Nasdaq Global Select Market |
| Ness Technologies, Inc. | Chief Executive Officer and Chief Financial Officer (at different times) | Not disclosed | Public-company CEO/CFO experience |
| Attunity | Chief Executive Officer and Chief Financial Officer (at different times) | Not disclosed | Executive leadership roles |
| Ernst & Young | Partner | Not disclosed | Audit/assurance background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Windward Ltd. (LON: WNWD) | Director | Since Dec 2021 | Also serves as CFO of Windward |
| Ness Technologies Srl | Director | 2012–2014 | Prior board service |
| Outside public boards (VRNS view) | — | 2024 snapshot | Company notes none of its directors, other than Ms. Iohan and Mr. Segev, currently serves on another public company board |
Board Governance
- Committee assignments and roles: Member, Audit Committee; Chair is John J. Gavin, Jr. The Audit Committee is fully independent under SEC/Nasdaq rules .
- Financial expertise: The board determined Mr. Segev meets “audit committee financial expert” requirements .
- Meetings and attendance: In 2024, the full Board met six times, and each director attended at least 75% of Board and applicable committee meetings; nine directors attended the 2024 annual shareholder meeting .
- Audit Committee activity: Audit Committee met six times in 2024 and submitted the Audit Committee Report (members: John J. Gavin, Jr. (Chair), Ofer Segev, Fred van den Bosch) .
- Independence and leadership: The board is majority independent and uses independent executive sessions; the company has an independent Lead Director .
Fixed Compensation
| Year | Board Retainer ($) | Committee Fees ($) | Total Cash ($) | Equity Grant (# RSUs) | Equity Grant Value ($) | Vesting |
|---|---|---|---|---|---|---|
| 2024 | 30,000 (standard non-employee director) | 7,500 (Audit Committee member) | 37,500 (as reported) | 4,163 (annual director grant) | 189,999 (grant-date fair value) | Vests May 30, 2025 (time-based) |
Additional director compensation framework:
- Cash fees schedule: Board member $30,000; Audit Committee member $7,500; Audit Chair $20,000; other committee member/chair fees as disclosed; Lead Director $19,000 .
- Equity: Annual RSUs of approximately $190,000 granted after Q1; 2024 awards equated to 4,163 RSUs; more than 80% of average director pay is in RSUs (grant-date value basis) .
Performance Compensation
- Structure: Non-employee director equity consists of time-vesting RSUs; no performance-vesting metrics disclosed for directors .
| Performance Metric | Included in Director Compensation? | Notes |
|---|---|---|
| Revenue growth, EBITDA/EBIT, TSR, ESG, etc. | No performance-based metrics disclosed for directors | Annual director grant is time-based RSUs |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Windward Ltd. (LON: WNWD) | Director | External board | Current director role; also serves as Windward CFO |
| Ness Technologies Srl | Director | External board | Prior directorship (2012–2014) |
- Related-party and conflicts screen: The proxy includes a related-party transactions section; other than items disclosed (employment of another director’s family member), no related-party transactions involving Mr. Segev are disclosed. The Audit Committee or independent directors approve any related-party transactions under a written policy .
Expertise & Qualifications
- Audit and financial oversight: Designated “audit committee financial expert”; meets Nasdaq financial literacy; extensive CFO experience across public tech companies .
- Leadership experience: 25+ years in management and finance; prior CEO/CFO roles at Ness Technologies and Attunity; partner experience at Ernst & Young .
- Industry exposure: Technology, cybersecurity/network policy, communications, and predictive intelligence sectors .
Equity Ownership
| Holder | Shares Outstanding Beneficially Owned | Shares Subject to Right to Acquire Within 60 Days | Total Beneficial Ownership | % of Outstanding | Unexercised Options Outstanding | Unvested RSUs Outstanding |
|---|---|---|---|---|---|---|
| Ofer Segev | 75,682 | 4,163 (RSUs) | 79,845 | <1% (company denotes “*”) | – (none) | 4,163 |
Alignment and policies:
- Director stock ownership guideline: 5x annual cash retainer; all directors were compliant as of Dec 31, 2024 (and remain compliant as of filing) .
- Anti‑hedging/anti‑pledging: Company policy prohibits, without exception, hedging and pledging of company stock by directors, officers, and employees .
- Clawback: Company maintains a clawback policy compliant with Nasdaq rules (applies to executive officers) .
Governance Assessment
- Strengths: Independent director with deep finance and operating experience; serves on and contributes to an all‑independent Audit Committee; designated financial expert; board‑level attendance threshold met; director pay is equity‑heavy, aligned with shareholders; ownership guideline compliance; anti‑hedging/pledging mitigates misalignment risk .
- Potential watch items: External CFO role at Windward implies time commitments; however, VRNS notes only he and one other director currently serve on another public board, and attendance thresholds were met in 2024 .
- Conflicts and red flags: No related‑party transactions disclosed involving Mr. Segev; pledging prohibited; no options outstanding; no performance‑pay anomalies for directors identified .
RED FLAGS: None specifically identified for Mr. Segev in the 2025 proxy; no related‑party transactions involving him and anti‑pledging policy in place .