Thomas F. Mendoza
VARONIS SYSTEMSAbout Thomas F. Mendoza
Thomas F. Mendoza, age 74, has served as an independent director of Varonis Systems, Inc. since 2015. He is a longtime operating executive best known for senior leadership roles at NetApp, Inc., where he was Vice Chairman from March 2008 to August 2019 and President from October 2000 to March 2008, following earlier SVP roles in sales and marketing . The Board characterizes his core credentials as deep operational experience, extensive sales and marketing leadership in software/technology, and prior public company board service . Education is not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetApp, Inc. | Vice Chairman | Mar 2008 – Aug 2019 | Senior leadership of global storage/data management provider |
| NetApp, Inc. | President | Oct 2000 – Mar 2008 | Led go-to-market and operations; prior SVP of Worldwide Sales & Marketing and SVP of Worldwide Sales |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UiPath (NYSE: PATH) | Director | 2017 – 2021 | Prior public company board service |
| ServiceSource International (Nasdaq: SREV) | Director | 2011 – 2019 | Prior public company board service |
| Various private technology companies | Director | Not disclosed | Prior private company board service |
Board Governance
- Independence: The Board determined all current directors other than the CEO are independent under Nasdaq rules; Mendoza is independent .
- Committee service: Mendoza is not listed as a member of the Audit Committee (Gavin, Segev, van den Bosch), Compensation Committee (Comolli, Iohan, Kess, Prishkolnik), Nominating & Corporate Governance Committee (Comolli, Gavin, Iohan), or Technology Committee (Faitelson, Comolli, Gavin, Korkus, van den Bosch) .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in fiscal 2024 .
- Executive sessions: Independent directors meet in executive session following Board/committee meetings .
- Governance policies: Anti-hedging and anti-pledging policies apply “without exception” to directors; robust stock ownership guidelines and claw-back policy maintained (claw-back applies to executive officers per Nasdaq rules) .
Fixed Compensation
- VRNS fee schedule (non-employee directors): $30,000 annual Board retainer; Audit Committee chair $20,000/member $7,500; Compensation Committee chair $10,500/member $5,000; NCGC chair $7,500/member $3,500; Technology Committee chair $7,500/member $3,500; Lead Director $19,000 .
Director-level cash vs. equity (Mendoza):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $30,000 | $30,000 |
| Stock Awards ($) | $190,008 (RSUs) | $189,999 (RSUs) |
| Total ($) | $220,008 | $219,999 |
Notes:
- Average director pay mix >80% RSUs, with annual equity grant sized at ~$190,000 grant-date fair value .
Performance Compensation
Annual RSU grants and vesting for Mendoza:
| Grant Year | Grant Date | RSUs (#) | Grant-Date Fair Value ($) | Reference Share Price | Vesting Date |
|---|---|---|---|---|---|
| 2023 | May 3, 2023 | 8,272 | $190,008 | $22.97 (closing price) | May 31, 2024 |
| 2024 | May 8, 2024 | 4,163 | $189,999 | $45.64 (closing price) | May 30, 2025 |
- Equity awards for directors are time-based RSUs; no director stock options or PSUs are shown for Mendoza under the 2023 Plan award table .
Other Directorships & Interlocks
- Compensation Committee interlocks: Company discloses none among current Compensation Committee members; Ms. Iohan is a former CFO (until 2017), but no related party transaction disclosure required .
- No related party transactions involving Mendoza are disclosed; a general related person transactions policy requires Audit Committee approval and sets qualitative safeguards .
Expertise & Qualifications
- Board-stated qualifications: Operational leadership across multiple global companies; deep sales/marketing experience in software/technology; experience on other public boards .
Equity Ownership
Beneficial ownership (director-level):
| Date | Shares Outstanding Beneficially Owned | Shares Subject to Right to Acquire Within 60 Days | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| Apr 8, 2024 | 48,588 | 8,272 (RSUs) | 56,860 | <1% (*) |
| Apr 10, 2025 | 56,860 (direct) | 4,163 (RSUs) | 61,023 | <1% (*) |
Outstanding awards (as of Dec 31, 2024):
| Instrument | Quantity |
|---|---|
| Unexercised Options Outstanding (#) | 0 |
| Unvested RSUs Outstanding (#) | 4,163 |
Policy alignment:
- Directors must beneficially own at least 5x annual cash retainer by the fifth anniversary of appointment; includes common stock and unvested time-based RSUs, excludes options and unearned PSUs .
- Hedging and pledging of company stock are prohibited for directors without exception .
Governance Assessment
- Board effectiveness and independence: Mendoza is independent and a long-tenured operator with significant sales/marketing credentials—valuable for go-to-market oversight and strategic input .
- Committee engagement: He is not currently listed on Audit, Compensation, NCGC, or Technology committees; his cash fees of $30,000 (no committee increments) corroborate limited committee assignments. This reduces direct participation in formal oversight channels (financial reporting, pay, nominating, tech risk) .
- Ownership alignment and pay mix: Highly equity-heavy pay structure (>80% RSUs), recurring ~$190k annual RSU grants, and stock ownership guidelines support alignment with shareholder outcomes; no options outstanding lowers risk of option repricing concerns .
- Attendance and engagement: Board discloses all directors met at least 75% attendance in 2024; independent executive sessions in place—baseline engagement standard met .
- Conflicts and related parties: No related-party transactions involving Mendoza disclosed; strong anti-hedging/pledging policy mitigates alignment risks .
RED FLAGS
- None disclosed specific to Mendoza: no related-party exposure, no hedging/pledging allowance, no option repricings. The only watch item is absence from standing committees, which may limit formal oversight influence .