Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2022, the Board of Directors (the "Board") of Varonis Systems, Inc. (the "Company") increased the number of directors on the Board from 9 to 11 and elected Carlos Aued as a Class II director and Avrohom J. Kess as a Class III director to serve until their respective successor is elected and has qualified. Mr. Kess was also appointed as a member of the Compensation Committee of the Board.

Mr. Aued served as Leader of Systems Architect/Systems Engineers in a number of verticals, including healthcare, retail, financial, education and public sector over the last 25 years at Cisco Systems, Inc. Prior to that, Mr. Aued held pre-sales technology leadership positions with a number of companies including Micom, Unisys and BayNetworks.

Mr. Kess has been Vice Chairman and Chief Legal Officer of The Travelers Companies, Inc. since December 2016. Prior to that, Mr. Kess was a partner, member of the Corporate Department and Head of the Public Company Advisory Practice at the law firm of Simpson Thacher & Bartlett LLP, which he joined in 1995.

Messrs. Aued and Kess will receive compensation in accordance with Company's current director compensation program, which was disclosed in the Company's proxy statement that was filed with the Securities and Exchange Commission on April 12, 2021.

Mr. Aued's daughter, Alexa Kusovitsky, has been employed by the Company since 2014 and her total compensation in 2021 was approximately $163,000.

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