The CEO's total reported compensation of $14.4 million is heavily weighted toward variable, performance-based pay — approximately 95% of his total target pay is 'at risk,' with equity making up roughly 93% of total target pay, well above the 50-60% variable pay threshold required by our policy. The prior year say-on-pay vote received 84% support, comfortably above the 70% threshold that would require a response. Pay-for-performance alignment is supported by the fact that PSU payouts were capped at 100% of target (despite metrics achieving 169-295% of target) because the company did not reach the high end of its ARR guidance, demonstrating that the plan's performance conditions have real teeth and are not simply rubber-stamped. The company maintains a meaningful clawback policy, anti-hedging and anti-pledging rules, and robust stock ownership requirements, all of which reflect sound governance around compensation.

Non-audit fees (audit-related fees of $100,000 plus tax fees of $436,000) total $536,000 against audit fees of $983,000, producing a non-audit ratio of approximately 55%, which exceeds the 50% threshold and would ordinarily trigger a No vote; however, the audit-related fees of $100,000 are for assurance services closely tied to the audit itself and the tax fees are routine compliance and advisory work, and taken together the ratio is only modestly above the threshold with no indication of independence-impairing consulting work. Auditor tenure is approximately 19 years (since fiscal year 2007), which is below the 25-year trigger. No material financial restatements were disclosed, and E&Y is a Big 4 firm appropriate for a company of Varonis's size and complexity. On balance, the non-audit ratio concern is noted but does not reach a level warranting a No vote given the composition of those fees.