Rachel Prishkolnik
VARONIS SYSTEMSAbout Rachel Prishkolnik
Independent Class I director at Varonis Systems (director since May 2021; current term runs to the 2027 annual meeting). Former long‑time VP, General Counsel & Corporate Secretary at SolarEdge; as of December 27, 2024, she announced her retirement from SolarEdge and is assisting with transition through August 2025. Age 57. Education: LLB, Tel Aviv University; BA, Wesleyan University; member of the Israeli Bar. Core credentials: public‑company general counsel with deep experience in complex legal, regulatory, and corporate governance matters.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SolarEdge Technologies, Inc. | Vice President, General Counsel & Corporate Secretary; later Legal Counsel assisting transition | VP/GC/CS since 2010; retirement announced Dec 27, 2024 with transition support through Aug 2025 | Led public-company legal, regulatory, and governance matters |
| Gilat Satellite Networks Ltd. | Vice President, General Counsel & Corporate Secretary; earlier Legal Counsel and Corporate Secretary | Legal Counsel from 2001; Corporate Secretary from 2004; VP/GC from 2007 | Oversaw corporate legal and governance functions |
| Jeffer, Mangels, Butler & Marmaro LLP | Attorney | Prior to Gilat | Legal practice experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current or past public company directorships disclosed |
Board Governance
- Independence and service: Independent director; Board has determined all directors other than the CEO are independent. Class I term expires in 2027. Lead Independent Director: John J. Gavin, Jr.
- Committee assignments: Member, Compensation Committee (Chair: Avrohom J. Kess). Compensation Committee comprised entirely of independent directors; met 6 times in fiscal 2024.
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; Board met six times in 2024.
- Stock ownership/ethics: Company maintains director stock ownership guidelines, anti‑hedging and anti‑pledging policies, and a clawback policy (clawback applies to executive officers). All directors were compliant with ownership guidelines as of Dec 31, 2024.
Fixed Compensation
| Year | Cash Retainer ($) | Committee Member Fees ($) | Chair/Lead Premiums ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|---|
| 2024 (policy rates) | 30,000 | 5,000 (Compensation Committee member) | — | — | — |
| 2024 (actual) | — | — | — | — | 35,000 (Fees Earned or Paid in Cash) |
Notes: Non‑employee directors receive $30,000 annual cash retainer; Compensation Committee member fee $5,000; no meeting fees disclosed.
Performance Compensation
| Grant Date | Instrument | Units Granted | Grant-Date Fair Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| May 8, 2024 | RSU | 4,163 | 189,999 | Vests May 30, 2025, subject to continued service | None (time-based RSUs) |
Notes: Annual non‑employee director equity is targeted at $190,000; more than 80% of average non‑employee director pay is in RSUs.
Other Directorships & Interlocks
- Other public company boards: None disclosed.
- Compensation Committee interlocks: Company reports no interlocks; all Compensation Committee members are independent (with the historical exception that one member previously served as Company CFO until 2017). No related‑party relationships requiring disclosure involving Compensation Committee members.
Expertise & Qualifications
- Public-company general counsel with extensive experience navigating complex legal, regulatory, and corporate governance matters (including ESG).
- Education: LLB (Tel Aviv University); BA (Wesleyan University); Israeli Bar admission.
- Governance contribution: Serves on Compensation Committee overseeing executive/director pay policies and risk alignment; committee met 6 times in 2024.
Equity Ownership
| As of Record Date | Shares Owned Outright | RSUs Vesting Within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| April 10, 2025 | 17,373 | 4,163 | 21,536 | <1% |
Additional alignment policies:
- Ownership guideline: Non‑employee directors must hold stock equal to 5x annual cash retainer; all directors were compliant as of Dec 31, 2024.
- Hedging/pledging: Prohibited for directors, officers, and employees.
Governance Assessment
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Strengths
- Independent director with deep GC/governance experience; serves on a fully independent Compensation Committee.
- Strong alignment via equity-heavy compensation (≈$190k RSUs vs. $35k cash in 2024) and ownership guidelines; anti‑hedging/pledging policy further strengthens alignment.
- Attendance/engagement: At least 75% Board/committee attendance in 2024; committee met 6x.
- Shareholder sentiment: Company’s say‑on‑pay received 95% support in 2024; Compensation Committee (of which she is a member) engages independent consultant Compensia.
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Potential risks/considerations
- No specific red flags disclosed: no related‑party transactions involving Ms. Prishkolnik, no Section 16(a) delinquency noted for her; company disclosed exceptions only for two executives (technical/withholding matters).
- External workload transitioning: Retirement from SolarEdge announced with transition through Aug 2025; no conflicts disclosed between SolarEdge and Varonis.
-
Director compensation mix and structure
- Cash retainer and committee fees are modest; more than 80% of director compensation delivered in time‑based RSUs with one‑year vest, aligning with shareholders while maintaining simplicity (no director performance metrics).
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RED FLAGS
- None disclosed for Ms. Prishkolnik regarding related‑party transactions, option repricings, hedging/pledging, low attendance, or governance controversies.