DEF 14A of JFrog Ltd, Apr 7, 2025

DEF 14A of JFrog Ltd

Filed Apr 7, 2025 · FY20240000950170-25-051585

Open on EDGAR

  1. PROXY STATEMENT FOR 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

    | Board Recommendation | 23 | | PROPOSAL NUMBER 5 TO APPROVE THE COMPANY'S 2025 EXECUTIVE OFFICER AND DIRECTOR COMPENSATION POLICY | 24 | | Background | 24 | | Proposed Resolution | 25 | | Required Vote | 25 | | Board Recommendation | 25 | | PROPOSAL NUMBER 6 APPROVAL OF CHANGES TO THE COMPENSATION PROGRAM OF OUR NON-EXECUTIVE MEMBERS OF OUR BOARD OF DIRECTORS | 26 | | Proposed Resolution | 26 | | Required Vote | 26 | | Board Recommendation | 27 | | PROPOSAL NUMBER 7 APPROVAL OF SHLOMI BEN HAIM’S SERVICE AS BOTH OUR CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF OUR BOARD OF DIRECTORS FOR A PERIOD OF THREE YEARS | 28 | | Proposed Resolution | 28 | | Required Vote | 28 | | Board Recommendation | 28 | | EXECUTIVE OFFICERS | 29 | | EXECUTIVE COMPENSATION | 29 | | Compensation Discussion and Analysis | 29 | | REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS | 47 | | Compensation Risk Assessment | 47 | | 2024 Summary Compensation Table | 48 | | Grants of Plan-Based Awards in 2024 | 49 | | Outstanding Equity Awards at Fiscal 2024 Year-End | 50 | | Option Exercises and Share Vested in 2024 | 51 | | Executive Employment Agreements | 51 | | Potential Payments upon Termination or Change in Control | 52 | | CEO Pay Ratio | 54 | | Pay Versus Performance | 54 | | Share Compensation Plan Information | 57 | | Other Policies | 58 | | RELATED PERSON TRANSACTIONS | 59 | | Related Person Transactions | 59 | | Limitation of Liability and Indemnification of Officers and Directors | 59 | | Policies and Procedures for Related Party Transactions | 59 | | SECURITY OWNERSHIP | 60 | | OTHER MATTERS | 62 | | Delinquent Section 16(a) Reports | 62 | | 2024 Annual Report | 62 | | Company Website | 62 | | QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL GENERAL MEETING | 63 | | Appendix A – 2025 Compensation Policy | A-1 | | Appendix B – Use of Non-GAAP Financial Measures | B-1 | | Appendix C – Operating Metrics | C-1 |

  2. Nominees for Director

    Nominees for Director Frederic Simon. Mr. Simon is one of our co-founders and has served as a member of our board of directors since April 2008 and numerous other roles including as our Chief Architect from April 2008 to August 2013, Chief Presale Engineer from August 2013 to July 2018, and as Chief Data Scientist from January 2019 through June 2024. Prior to joining us, Mr. Simon co-founded AlphaCSP, Inc. (“AlphaCSP”) where he was global Chief Technology Officer from September 1998 to September 2000 and main consultant for the Israel branch from October 2000 to July 2008. Mr. Simon serves on the boards of directors of several private companies including Lulav Space, Ltd. since March 2021, and IncrediBuild Ltd., and Moonshot Space, Ltd, both since March 2024. He holds a first degree from Prytanée National Militaire de La Flèche in France and a Masters in Computer Science from École Centrale de Lille, France. We believe that Mr. Simon is qualified to serve on our board of directors because of the perspective and experience he brings as a co-founder and his knowledge of the industry in which we operate. Andy Vitus. Mr. Vitus has served as a member of our board of directors since January 2016. He joined Scale Venture Partners, a venture capital fund, in January 2003, and has served as a Partner of the firm since April 2010. Mr. Vitus currently serves as a director of several privately held companies. He holds a B.S. in Electrical Engineering from the University of Cape Town and an M.S. in Electrical Engineering from Stanford University. We believe that Mr. Vitus is qualified to serve on our board of directors because of his business expertise gained from his experience in the venture capital industry. Barry Zwarenstein. Mr. Zwarenstein has served as a member of our board of directors since January 2020. He served as Chief Financial Officer of Five9, Inc., a provider of cloud software for contact centers, from January 2012 to the end of March 2025, and as Interim Chief Executive Officer from December 2017 to May 2018. Mr. Zwarenstein served as Senior Vice President and Chief Financial Officer of SMART Modular Technologies, Inc., a designer, manufacturer and supplier of electronic subsystems to original equipment manufacturers acquired by Silver Lake Partners in August 2011, and previously served as director of Dealertrack Technologies, Inc. Since July 2020, Mr. Zwarenstein has served on the board of directors of Aria Systems, Inc., a provider of a cloud-based billing and monetization platform. Since August 2020, Mr. Zwarenstein has served on the board of directors of On24, Inc. (NYSE:ONTF), a provider of a cloud-based digital experience platform used to market products and services. Mr. Zwarenstein holds a Bachelor of Commerce from the University of KwaZulu-Natal, South Africa and an M.B.A. from the Wharton School at the University of Pennsylvania. Mr. Zwarenstein is qualified as a Chartered Accountant, South Africa. We believe that Mr. Zwarenstein is qualified to serve on our board of directors because of his corporate finance and business expertise.

  3. Continuing Directors

    Continuing Directors Shlomi Ben Haim. Mr. Ben Haim is one of our co-founders and has served as a member of our board of directors and as our Chief Executive Officer since April 2008 and as Chairman of our board of directors since January 2020. From October 2000 to June 2009, he was with AlphaCSP, a company implementing software applications that was acquired by Malam Group, most recently as Chief Executive Officer from June 2006 to June 2009 and as an executive director from October 2000 to June 2006. Prior to joining AlphaCSP, Mr. Ben Haim served in the Israeli Air Force from October 1988 to October 2000 where he led several military units and reached the rank of Major. Mr. Ben Haim holds a B.A. in Business Administration and Management from Ben-Gurion University, Israel and an M.Sc. from Clark University, MA USA. We believe that Mr. Ben Haim is qualified to serve on our board of directors because of the perspective and experience he brings as our co-founder and Chief Executive Officer. Jessica Neal. Ms. Neal has served as a member of our board of directors since March 2020. She has held her current position as Venture Partner at Technology Crossover Ventures (“TCV”) since November 2021. Prior to TCV, Ms. Neal served in various executive positions at Netflix, Inc., a media-services provider and production company, including as Chief Talent Officer from October 2017 to November 2021, Vice President of Talent from June 2017 to October 2017, and Vice President of Talent and Talent Acquisition from May 2006 to September 2013. From September 2015 to June 2017, Ms. Neal served as Chief People Officer at Scopely, Inc., an interactive entertainment company and mobile games developer and publisher. From October 2013 to July 2015, she served as Vice President-Talent at Coursera Inc., an online learning platform. Since December 2021, Ms. Neal has served on the boards of Public.com and Humu.com. Ms. Neal holds a B.F.A. in Fine Arts from the School of Visual Arts New York City. We believe that Ms. Neal is qualified to serve on our board of directors because of her knowledge and experience in the software industry and professional experience as an executive of various technology companies. Yvonne Wassenaar. Ms. Wassenaar has served as a member of our board of directors since September 2022. Ms. Wassenaar served as Chief Executive Officer of Puppet, Inc., an information technology automation software company from January 2019 to May 2022. From June 2017 to September 2018, Ms. Wassenaar served as Chief Executive Officer of Airware, an enterprise drone solutions company. From August 2014 to May 2017, Ms. Wassenaar served in various roles at New Relic, Inc., or New Relic, a public cloud-based observability platform company, most recently as Chief Information Officer. Prior to New Relic, Ms. Wassenaar held various senior positions at VMware, Inc., a public cloud computing and virtualization technology company. Ms. Wassenaar currently serves on the board of directors of Arista Networks, Inc. (NASDAQ: ANET) ("Arista"), a public cloud networking company, Braze, Inc. (NASDAQ: BRZE) ("Braze"), a customer engagement platform, Forrester Research, Inc. (NASDAQ: FORR), a public research and advisory company ("Forrester Research"), Rubrik (NYSE: RBRK), a public data security company ("Rubrik"), and Alation, Inc., a private data intelligence company. Her tenure on the board of directors of Forrester Research will end as of the date of Forrester Research's next annual meeting of shareholders currently scheduled to be held on May 13, 2025. Ms. Wassenaar previously served on the boards of directors of Anaplan, Inc., a public cloud-based business planning software company, acquired by Thoma Bravo, LLC, and Mulesoft, Inc., a public enterprise software company, acquired by Salesforce, Inc. Ms. Wassenaar also currently serves on the boards of directors of various non-profit institutions. We believe that Ms. Wassenaar is qualified to serve on our board of directors because of her knowledge and experience in the software industry and professional experience as an executive of various technology companies. Yoav Landman. Mr. Landman is one of our co-founders and has served as a member of our board of directors and as our Chief Technology Officer since April 2008. From January 2002 to December 2008, he was with AlphaCSP, where he served as a Senior Consultant and as a member of management. Mr. Landman is also the creator of JFrog Artifactory. Mr. Landman holds a Masters of Computing from The Royal Melbourne Institute of Technology, Australia and an LL.B. from the University of Haifa, Israel. We believe that Mr. Landman is qualified to serve on our board of directors because of the perspective and experience he brings as our co-founder and Chief Technology Officer. Yossi Sela. Mr. Sela has served as a member of our board of directors since May 2012 and as our lead independent director since January 2020. He has been with Gemini Israel Ventures, a venture capital fund, since January 1993 and Managing Partner since 1999, and the Chairman of Bridges Israel, an impact investment fund, since March 2018. Mr. Sela currently serves on the board of directors of Technion R&D Foundation, a subsidiary of the Technion Israel Institute of Technology, as well as several privately held companies. He holds a B.Sc. in Electrical Engineering from the Technion-Israel Institute of Technology, Israel and an M.B.A. from Tel Aviv University, Israel. We believe that Mr. Sela is qualified to serve on our board of directors because of his business expertise gained from his experience in the venture capital industry, including his time spent serving on boards of directors of various companies and familiarity with Israeli companies. Elisa Steele. Ms. Steele has served as a member of our board of directors since March 2020. Ms. Steele previously served as Chief Executive Officer of Namely, Inc. (“Namely”), a financial and human capital management software company, from August 2018 to July 2019. Prior to joining Namely, Ms. Steele served as Chief Executive Officer and President of Jive Software, Inc. (“Jive Software”) a communication and collaboration software company acquired by Aurea Software, Inc., from February 2015 to July 2017. From January 2014 to February 2015, Ms. Steele served in various executive positions at Jive Software, including President; Executive Vice President, Strategy and Chief Marketing Officer; and Executive Vice President, Marketing and Products. Prior to joining Jive Software, from August 2013 to December 2013, she served as Corporate Vice President and Chief Marketing Officer of Consumer Applications and Services at Microsoft Corporation, a provider of software, services and solutions. Ms. Steele joined Microsoft through its acquisition of Skype, an Internet communications company, where she served as Chief Marketing Officer from July 2012 to August 2013. Ms. Steele currently serves on the boards of Bumble Inc. (NASDAQ: BMBL) ("Bumble"), NextDoor Holdings, Inc. (NYSE: KIND) ("NextDoor"), Procore Technologies, Inc. (NYSE: PCOR) ("Procore"), and Amplitude, Inc. (NASDAQ: AMPL) ("Amplitude"). Her tenure on the Amplitude board of directors will end effective as of Amplitude's next annual meeting of shareholders which is currently expected to be held on June 12, 2025. Ms. Steele holds a B.S. in Business Administration from the University of New Hampshire and holds an M.B.A. from San Francisco State University. We believe that Ms. Steele is qualified to serve on our board of directors because of her knowledge and experience in the software industry and professional experience as an executive of various technology companies.

  4. Continuing Directors

    Luis Felipe Visoso. Mr. Visoso currently serves as Chief Financial Officer of SanDisk Corporation (NASDAQ: SNDK) since February 2025 following its separation from Western Digital Corporation, where Mr. Visoso previously served as Chief Administrative Officer from August 2024. Prior to that, he served as Chief Financial Officer of Unity Software, Inc. from April 2021 to August 2024, and he served as Chief Financial Officer of Palo Alto Networks, Inc. from July 2020 through March 2021. Prior to joining Palo Alto Networks, from January 2020 until June 2020, Mr. Visoso served as the Chief Financial Officer of Amazon Web Services, a subsidiary of Amazon.com, Inc. ("Amazon") that provides on demand cloud computing platforms and APIs. From December 2018 until January 2020, Mr. Visoso served as the Chief Financial Officer of Amazon’s Worldwide Consumer organization. From February 2016 to December 2018, Mr. Visoso served as Senior Vice President, Business, Technology and Operations Finance for Cisco Systems, Inc. (“Cisco”), a multinational technology conglomerate. Prior to Cisco, Mr. Visoso worked at Procter & Gamble Company, an American multinational consumer goods corporation, for over 23 years, most recently serving as Vice President, F&A Global Business Units from September 2012 to February 2016. Mr. Visoso holds a bachelor’s degree from Tecnológico de Monterrey in Industrial Engineering and a minor degree from Tecnológico de Monterrey in International Business. We believe that Mr. Visoso is qualified to serve on our board of directors because of his extensive experience in global enterprise leadership and board roles across the cybersecurity, cloud, and software industries.

  5. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees In its evaluation of director candidates, including the members of the board of directors eligible for re-election, our nominating and corporate governance committee considers the current composition, organization and governance of our board of directors, the needs of our board and its respective committees, and the desired board qualifications, expertise and characteristics, such as character, professional ethics and integrity, judgment, business acumen, proven achievement and competence in one’s field, the ability to exercise sound business judgment, tenure on our board and skills that are complementary to our board of directors, an understanding of the Company’s business, an understanding of the responsibilities that are required of a member of our board of directors, other time commitments, diversity with respect to professional background, education, race, ethnicity, gender, age and geography, as well as other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board. Consistent with criteria approved by our board of directors and the qualification requirements set forth under the Companies Law, our nominating and corporate governance committee evaluates each individual in the context of the membership of our board of directors as a group, with the objective of having a group that can best perpetuate the success of the business and represent shareholder interests through the exercise of sound judgment using its diversity of viewpoints and experience in the various areas. Each director should be an individual of high character and integrity. Our board of directors annually evaluates the performance of our board of directors and its committees. Our nominating and corporate governance committee reviews the self-assessment questionnaires to evaluate the performance of individual members. In determining whether to recommend a director for re-election, our nominating and corporate governance committee also considers the director’s participation in and contributions to the activities of our board of directors and the company, the director’s other time commitments, and other qualifications and characteristics determined by our board of directors. After completing their review and evaluation of director candidates, in accordance with Nasdaq rules and the Companies Law, our nominating and corporate governance committee will recommend a director nominee for selection by our board of directors. Our board of directors has the final authority in determining the selection of director candidates for nomination to our board of directors.

  6. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS

  7. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy Pursuant to our non-employee director compensation policy, each non-employee director is eligible to receive compensation consisting of cash retainers and equity awards for his or her service. Shlomi Ben Haim, as an employee director, is not compensated for his service as Chairman of the board of directors. Our board of directors or our compensation committee has the discretion to amend, suspend, or terminate the non-employee director compensation policy as it deems necessary or appropriate, subject to the terms of our Compensation Policy for Executive Officers and Directors (the "2020 Compensation Policy") and the Companies Law.

  8. Changes to Non-Employee Director Compensation in 2025

    Changes to Non-Employee Director Compensation in 2025 The compensation committee reviewed our non-employee director compensation program and recommended to our board of directors, which subsequently approved, the following changes for 2025: board member compensation increased from $30,000 to $35,000 per annum; lead non-employee director compensation increased from $10,000 to $15,000 per annum; nominating and corporate governance committee chair compensation increased from $7,500 to $8,000 per annum; compensation committee member compensation increased from $6,000 to $7,500 per annum; and the annual equity grant value increased from $175,000 to $200,000 per annum. The changes to the compensation of our non-employee directors have been presented to our shareholders for approval at this Annual Meeting. Please see Proposal 6 below for additional information.

  9. Director Compensation Table

    Director Compensation Table The following table provides information regarding compensation of our non-employee directors for service as directors for the year ended December 31, 2024. Each non-employee director’s reasonable, customary and properly documented travel expenses to attend board meetings is reimbursed by the company.

  10. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | Jessica Neal | 45,000 | 149,678 | — | 194,678 | | Yossi Sela | 50,000 | 149,678 | — | 199,678 | | Frederic Simon(3) | 18,589 | — | 256,314(2) | 274,903 | | Elisa Steele | 47,500 | 149,678 | — | 197,178 | | Luis Visoso | 17,692 | 371,001 | — | 388,693 | | Andy Vitus | 40,000 | 149,678 | — | 189,678 | | Yvonne Wassenaar | 36,000 | 149,678 | — | 185,678 | | Barry Zwarenstein | 50,000 | 149,678 | — | 199,678 |

  11. Director Compensation Table

    ____________________________________________ (1) Amounts represent the grant date fair value of such awards, calculated based on the closing price of our ordinary shares on the applicable date of grant in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 718. (2) Amounts represent $112,125 in salary, $7,645 in travel allowance, $25,788 in commissions paid, plus $21,505 in employee benefits for the time Mr. Simon was an employee of the Company prior to him moving into a consulting role in June 2024, and $89,251 in consulting fees paid for service after June 4, 2024, his last day as an employee. Mr. Simon also serves as a consultant to the Company. The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2024.

  12. Director Compensation Table

    | Name | Option Awards (#) | Stock Awards (#) | | Jessica Neal | 50,000(1) | 2,307(2) | | Yossi Sela | — | 2,307(2) | | Frederic Simon | — | 89,057(3) | | Elisa Steele | 50,000(1) | 2,307(2) | | Luis Visoso | — | 8,799(4) | | Andy Vitus | — | 2,307(2) | | Yvonne Wassenaar | — | 6,422(5) | | Barry Zwarenstein | 43,750(1) | 2,307(2) |

  13. Director Compensation Table

    ____________________________________________ (1) The share options are fully vested and exercisable. (2) The RSUs vest in two equal quarterly installments on each of February 21 and May 21, 2025, in each case subject to the director continuing to be a member of our board of directors through the applicable vesting date. (3) The share awards were granted to Mr. Simon while he was our employee. The share awards consist of (i) RSUs representing 3,462 ordinary shares, which vest in two equal quarterly installments on each of March 1 and June 1, 2025; (ii) RSUs representing 31,034 ordinary shares, which vest in six equal quarterly installments beginning March 1, 2025; and (ii) RSUs representing 54,561 ordinary shares, which vest in 10 equal quarterly installments beginning March 1, 2025, provided Mr. Simon remains a service provider to the Company through each applicable vesting date. (4) The RSUs vest in 11 equal quarterly installments beginning January 23, 2025, in each case subject to Mr. Visoso continuing to be a member of our board of directors through the applicable vesting date. The share awards consist of (i) RSUs representing 4,115 ordinary shares, which vest in three equal quarterly installments on each of March 29, June 29, and September 29, 2025, and (ii) RSUs representing 2,307 ordinary shares, which vest in two equal quarterly installments on each of February 21 and May 21, 2025, all in each case subject to Ms. Wassenaar continuing to be a member of our board of directors through the applicable vesting date.

  14. ELECTION OF CLASS II DIRECTORS

    ELECTION OF CLASS II DIRECTORS Our board of directors is currently comprised of 10 directors and is divided into three staggered classes of directors. There are three Class I directors, three Class II directors, and four Class III directors. At the Annual General Meeting, three Class II directors will be elected to our board of directors by the holders of our ordinary shares to succeed the same class whose term is then expiring. Each director’s term continues until the expiration of the term for which such director was elected or until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

  15. External Directors

    External Directors Under the Companies Law, Israeli public companies are generally required to appoint at least two external directors who need to meet certain criteria and be appointed according to a specific procedure. However, according to the Israeli Companies Regulations (Relief for Companies whose Securities are Listed for Trading on a Stock Exchange Outside Israel), 2000 (the “Relief Regulations”), a company whose shares are traded on certain stock exchanges outside Israel (including the Nasdaq, such as us) that does not have a controlling shareholder and that complies with the requirements of the laws of the foreign jurisdiction where the company’s shares are listed, as they apply to domestic issuers, with respect to the appointment of independent directors and the composition of the audit committee and compensation committee, may elect to exempt itself from the requirements of Israeli law with respect to, among other things, (i) the requirement to appoint external directors and that one external director serve on each committee of our board of directors; and (ii) certain limitations on the employment or service of an external director or his or her spouse, children or other relatives, following the cessation of his or her service as an external director, by or for the company, its controlling shareholder or an entity controlled by the controlling shareholder. Prior to the effectiveness of our initial public offering, our board decided to opt out of these requirements. Under the Relief Regulations, these concessions will continue to be available to us so long as (i) our shares are traded on a U.S. stock exchange, including the Nasdaq; (ii) we do not have a “controlling shareholder” (as such term is defined under the Companies Law); and (iii) we comply with the majority board independence requirements and audit committee and compensation committee requirements under U.S. laws applicable to U.S. domestic issuers.

  16. Nominees for Director

    Nominees for Director Our Class II directors, whose terms will expire at the Annual General Meeting, are Frederic Simon, Andy Vitus, and Barry Zwarenstein. Our nominating and corporate governance committee has recommended director nominees for selection by our board of directors, and our board of directors has nominated Messrs. Simon, Vitus, and Zwarenstein for re-election as Class II directors. If elected, Messrs. Simon, Vitus, and Zwarenstein will serve as Class II directors until the 2028 annual general meeting or until their respective successors are duly elected and qualified or until their earlier death, resignation or removal. For more information concerning the nominees, please see the section entitled “Board of Directors and Corporate Governance.” Messrs. Simon, Vitus, and Zwarenstein have each agreed to serve as directors if elected, and management has no reason to believe that they will be unavailable to serve.

  17. AND DIRECTOR COMPENSATION POLICY

    AND DIRECTOR COMPENSATION POLICY

  18. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS Under the Companies Law, changes to director compensation require shareholder approval. The compensation program currently in effect for non-executive directors, pursuant to the limits set under the 2020 Compensation Policy, is as follows: Cash Compensation:

  19. OUR BOARD OF DIRECTORS

    | Board member: | $30,000 | | Lead non-employee director: | $10,000 | | Audit committee chair: | $20,000 | | Member of audit committee: | $10,000 | | Compensation committee chair: | $15,000 | | Member of compensation committee: | $6,000 | | Nominating and governance committee chair: | $7,500 | | Member of nominating and governance committee: | $4,000 |

  20. OUR BOARD OF DIRECTORS

    Equity Compensation: An initial grant for new directors of RSUs with a value of $350,000 which will vest in equal quarterly installments over a four-year period, and an annual equity award of RSUs with a value of $175,000 which will vest quarterly over one year, with each such grant subject to such director’s continued service through each vesting date. See above under the title Compensation of Non-Employee Directors for additional information with respect to the compensation arrangements of our non-employee directors. The compensation committee reviewed the board of directors’ compensation program and recommended to the board of directors, which subsequently approved, the following changes for 2025 (which shall apply to non-executive directors): • The annual cash fee retainer shall be increased from $30,000 to $35,000 per annum. • Lead-independent director compensation shall be increased from $10,000 to $15,000 per annum. • The compensation committee member compensation shall be increased from $6,000 to $7,500 per annum. • The nominating and governance committee chair compensation shall be increased from $7,500 to $8,000 per annum. • The annual equity grant value shall be increased from $175,000 to $200,000 per annum. The changes proposed above are consistent with the limits set by the 2020 Compensation Policy currently in effect, as well as the limits set by the 2025 Compensation Policy currently subject to shareholder approval (see Proposal 5). In the event this Proposal 6 is not approved, the current director compensation program will remain in place.

  21. Executive Summary

    | Name | Number of RSUs | Approximate Targeted Aggregate Grant Date Fair Value of RSUs(1) | Number of PSUs | Approximate Targeted Aggregate Grant Date Fair Value of PSUs(1) | | Shlomi Ben Haim | 157,273 | $6,000,000 | 157,274 | $6,000,000 | | Tali Notman | 91,742 | $3,500,000 | 39,319 | $1,500,000 | | Eduard Grabscheid | 15,412 | $588,000 | 6,606 | $252,000 | | Yoav Landman | 45,871 | $1,750,000 | 19,659 | $750,000 |

  22. Executive Summary

    (1) The targeted values were converted to shares based on our 20 trading-day average closing share price for the period ending on the day prior to the grant date, which results in these target values being different than the values in the Summary Compensation Table below, which requires reporting based on fair value under the accounting rules. Mr. Ben Haim received equity awards that were comprised of 50% RSUs and 50% PSUs. The other Named Executive Officers received equity awards that were comprised of 70% RSUs and 30% PSUs. Each of the PSU awards would become eligible to vest based on the achievement of a total shareholder return target for 2024. The RSU and PSU awards granted to Mr. Ben Haim and Mr. Landman were approved by the compensation committee and our board of directors in May 2024 and took effect in May 2024 following approval by our shareholders pursuant to the Companies Law. The RSU awards granted to Ms. Notman and Mr. Grabscheid were approved by the compensation committee and our board of directors and took effect in May 2024. The compensation committee and our board of directors determined the size of each Named Executive Officer’s equity awards based on consideration of the equity grant practices of the Company’s compensation peer group, as well as internal parity, scope and complexity of roles, experience, qualifications, skills and individual performance. Our board of directors certified achievement of the PSU performance target in February 2025 as discussed in "Compensation Elements -- Long Term Incentive Compensation -- 2024 Equity Awards" below. Relationship Between Pay and Performance We strive to design our executive compensation program to balance the goals of attracting, motivating, rewarding and retaining our Named Executive Officers with the goal of promoting the interests of our shareholders and other stakeholders, including our users, customers, employees, and creditors. To ensure this balance and to motivate and reward individual initiative and effort, we seek to ensure that our program is designed so that a meaningful portion of our Named Executive Officers’ annual target total direct compensation is both “at-risk” and variable in nature. While we do not determine either “variable” or “fixed” pay for each Named Executive Officer with reference to a specific percentage of target total direct compensation, consistent with our “pay-for-performance” philosophy, generally, we seek to emphasize variable pay over fixed pay. Generally, this philosophy is reflected in the target total direct compensation opportunities of our Named Executive Officers. In fiscal year 2024, the majority of the target total direct compensation granted to Mr. Ben Haim consisted of variable pay in the form of a target annual cash incentive award and long-term incentive compensation in the form of an RSU award that may be settled for ordinary shares. Fixed pay, primarily consisting of base salary, made up only approximately 5.63% of Mr. Ben Haim’s target total direct compensation, while variable pay, consisting of his target annual cash incentive award and long-term incentive compensation in the form of RSU and PSU awards that may be settled for ordinary shares, made up approximately 94.37% of his target total direct compensation. In the case of Ms. Notman, and Messrs. Grabscheid and Landman, their target total direct compensation packages were similar to that of Mr. Ben Haim, consisting of “at risk” variable pay in the form of a target annual cash incentive award and long-term incentive compensation in the form of RSU and PSU awards that may be settled for ordinary shares. Given the modest levels of their base salaries, variable pay made up approximately 90.37%, 86.56% and 86.49% of the target total direct compensation of Ms. Notman, and Messrs. Grabscheid and Landman, respectively, on an annualized basis. As we continue to mature as a public company, we believe that the compensation elements provided to all of our Named Executive Officers will continue to emphasize “at risk” and variable pay that should enable us to provide a balanced set of incentives for our Named Executive Officers to meet our business objectives and drive long-term growth. Our 2020 Compensation Policy Due to our position as an Israeli company with an extensive global footprint, we aim to adopt compensation policies and practices that match those of similar global companies, but we must also comply with applicable Israeli law, including the requirement that Israeli publicly traded companies adopt a compensation policy which is brought for shareholders’ approval and contains certain limits on elements of compensation. All of our executive compensation decisions have been consistent with that policy. As required by the Companies Law, we have adopted the 2020 Compensation Policy regarding the terms of office and employment of our “office holders,” including cash compensation, equity-based awards, releases from liability, indemnification and insurance, severance and other benefits. An office holder is defined in the Companies Law as a general manager, chief business manager, deputy general manager, vice general manager, any other person assuming the responsibilities of any of these positions regardless of such person’s title, a director and any other manager directly subordinate to the general manager. Each of the Named Executive Officers is an “office holder” within the meaning of the Companies Law. An amendment to an existing arrangement with an office holder who is not the CEO or a director requires the approval of our compensation committee and board of directors, if the amendment is consistent with the company’s compensation policy; otherwise the approval of the shareholders shall also be required. However, according to regulations promulgated under the Companies Law, an amendment to an existing arrangement with an office holder (who is not a director) who is subordinate to the CEO shall not require the approval of the compensation committee and board of directors if (i) the amendment is approved by the CEO and the company’s compensation policy provides that a non-material amendment to the terms of service of an office holder (other than the CEO) may be approved by the CEO and (ii) the engagement terms are consistent with the company’s compensation policy. Our 2020 Compensation Policy allows for the CEO’s approval of immaterial amendments to agreements with executive officers (other than the CEO).

  23. Executive Summary

    Under the Companies Law, the compensation of a public company’s Chief Executive Officer is required to be approved by: (i) the company’s compensation committee; (ii) the company’s board of directors, and (iii) the company’s shareholders (by a special majority vote as required by the Companies Law). However, if the shareholders of the company do not approve the compensation arrangement with the CEO, the compensation committee and board of directors may override the shareholders’ decision if each of the compensation committee and board of directors provide a detailed report for their decision. The approval of each of the compensation committee and board of directors should be in accordance with the company’s stated compensation policy; however, in special circumstances, they may approve compensation terms of a CEO that are inconsistent with such policy provided that they have considered those provisions that must be included in the compensation policy according to the Companies Law and that shareholder approval was obtained (by a special majority vote as required by the Companies Law). In addition, the compensation committee may waive the shareholder approval requirement with regards to the approval of the engagement terms of a candidate for the CEO position, if they determine that the compensation arrangement is consistent with the company’s stated compensation policy and that the CEO did not have a prior business relationship with the company or a controlling shareholder of the company and that subjecting the approval of the engagement to a shareholder vote would impede the company’s ability to employ the CEO candidate. In the event that the CEO also serves as a member of our board of directors, his or her compensation terms as CEO will be approved in accordance with the rules applicable to approval of compensation of directors (i.e., shareholders approval will be required). Our 2020 Compensation Policy is designed to promote retention and motivation of directors and executive officers, incentivize superior individual excellence, align the interests of our directors and executive officers with our long-term performance, and provide a risk management tool. To that end, a portion of an executive officer’s compensation package is targeted to reflect our short and long-term goals, as well as the executive officer’s individual performance. On the other hand, our 2020 Compensation Policy includes measures designed to reduce the executive officer’s incentives to take excessive risks that may harm us in the long-term, such as limits on the value of cash bonuses and equity-based compensation, limitations on the ratio between the variable and the total compensation of an executive officer, and minimum vesting periods for equity-based compensation. Our 2020 Compensation Policy also addresses our executive officers’ individual characteristics (such as his or her respective position, education, scope of responsibilities, and contribution to the attainment of our goals) as the basis for compensation variation among our executive officers and considers the internal ratios between compensation of our executive officers and directors and other employees. Pursuant to our 2020 Compensation Policy, the compensation that may be granted to an executive officer may include: base salary, annual bonuses, and other cash bonuses (such as a signing bonus and special bonuses with respect to any special achievements, such as outstanding personal achievement, outstanding personal effort, or outstanding company performance), equity-based compensation, benefits, and retirement and termination of service arrangements. All cash bonuses are limited to a maximum amount linked to the executive officer’s base salary. An annual cash bonus may be awarded to executive officers upon the attainment of pre-set periodic objectives and individual targets. The annual cash bonus that may be granted to our executive officers other than our Chief Executive Officer will be based on performance objectives and a discretionary evaluation of the executive officer’s overall performance by our Chief Executive Officer and subject to minimum thresholds. The annual cash bonus that may be granted to executive officers other than our Chief Executive Officer may alternatively be based entirely on a discretionary evaluation. Furthermore, our Chief Executive Officer will be entitled to approve performance objectives for executive officers who report to him. The performance objectives and the weight to be assigned to each achievement in the overall evaluation will be based on overall company performance measures, which may be based on actual financial and operational results, such as (but not limited to) revenues, operating income and cash flow, and may further include divisional or personal objectives, which may include operational objectives, such as (but not limited to) market share, initiation of new markets and operational efficiency, customer focused objectives, project milestone objectives and investment in human capital objectives, such as employee satisfaction, employee retention and employee training and leadership programs. The measurable performance objectives of our Chief Executive Officer will be determined annually by our compensation committee and board of directors. A portion of the Chief Executive Officer’s annual cash bonus may be based on a discretionary evaluation of the Chief Executive Officer’s overall performance by our compensation committee and board of directors, based on quantitative and qualitative criteria. The measurable performance (which include the objectives and the weight to be assigned to each achievement in the overall evaluation) will be based on overall company performance measures, which may be based on company and personal objectives. Company objectives may include actual financial and operational results, such as (but not limited to) revenues, sales, operating income, cash flow or our annual operating plan and long-term plan. The equity-based compensation under our 2020 Compensation Policy for our executive officers (including members of our board of directors) is designed in a manner consistent with the underlying objectives in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the executive officers’ interests with our long-term interests and those of our shareholders and to strengthen the retention and the motivation of executive officers in the long term. Our 2020 Compensation Policy provides for executive officer compensation in the form of share options or other equity-based awards, such as restricted shares and restricted share units, in accordance with our share incentive plan then in place. All equity-based incentives granted to executive officers shall be subject to vesting periods in order to promote long-term retention of the awarded executive officers. The equity-based compensation shall be granted from time to time and be individually determined and awarded according to the performance, educational background, prior business experience, qualifications, role, and the personal responsibilities of the executive officer. In addition, our 2020 Compensation Policy contains compensation recovery, or clawback provisions, in the event of an accounting restatement, provisions which allow us under certain conditions to recover bonuses, bonus compensation or performance-based equity compensation paid in excess, enable our Chief Executive Officer to approve an immaterial change in the terms of employment of an executive officer who reports directly him (provided that the changes of the terms of employment are in accordance with our 2020 Compensation Policy) and allow us to exculpate, indemnify, and insure our executive officers and directors to the maximum extent permitted by Israeli law, subject to certain limitations set forth therein.

  24. Executive Summary

    Our 2020 Compensation Policy also provides for compensation to the members of our board of directors either (i) in accordance with the amounts provided in the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director) of 2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel) of 2000, as such regulations may be amended from time to time, or (ii) in accordance with the amounts determined in our 2020 Compensation Policy. Under the Companies Law, our 2020 Compensation Policy initially remained in effect for a term of five years (i.e., until August 30, 2025, unless amended earlier). This year, our 2025 Compensation Policy has been submitted to the shareholders for approval and will remain in effect until it is presented for re-approval at least every three years thereafter. Please see Proposal 5 in this proxy statement for a summary of the 2025 Compensation Policy to be considered by our shareholders. Executive Compensation Policies and Practices We endeavor to maintain sound governance standards consistent with our 2020 Compensation Policy, executive compensation programs and practices. The compensation committee reviews our executive compensation program on an annual basis to ensure consistency with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation-related policies and practices that were in effect during fiscal year 2024: What We Do: • Compensation Policy Adoption. The compensation committee and our board of directors adopts a compensation policy that is approved by shareholders. • Independent Compensation Committee. The compensation committee is composed solely of independent directors who determine our compensation policies and practices and who have established effective means for communicating with our shareholders regarding their executive compensation views and concerns, as described in this proxy statement. Periodic Executive Compensation Review. The compensation committee reviews and, together with the board of directors, approves our compensation strategy periodically, including a review of our compensation peer group used for comparative purposes. Maintain Independent Compensation Advisor. The compensation committee has engaged Compensia, a nationally-recognized compensation consulting firm to advise it on executive compensation matters. Compensia performed no services for the company other than those performed at the direction of the compensation committee. • Compensation At-Risk. Our executive compensation program is designed so that in setting or recommending our Named Executive Officers’ compensation in a given year, the compensation committee considers whether a sufficient portion of their compensation is “at risk” based on corporate performance to align the interests of our Named Executive Officers and shareholders. • Multi-Year Vesting Requirements. The annual equity awards granted to our Named Executive Officers vest over multi-year periods, consistent with current market practice and our retention objectives. • Only “Double-Trigger” Change-in-Control Arrangements. Under our severance arrangements with our Named Executive Officers, there are no payments made only because of the occurrence of a change-in-control. All change-in-control payments and benefits are based on a “double-trigger” arrangement (that is, they require both a change-in-control of the Company plus a qualifying termination of employment before payments and benefits are paid). • Health or Welfare Benefits. Our Named Executive Officers participate in broad-based Company-sponsored health and welfare benefit programs on the same basis as our other employees in the country of their employment. • Succession Planning. Our board of directors and our compensation committee review the risks associated with our executive officer positions to ensure adequate succession plans are in place, including prioritizing key executives and their impact on the continuity of the Company. What We Don’t Do: • No Executive Retirement Plans. We do not currently offer, nor do we have plans to offer, any special retirement plans, defined benefit pension plans or any non-qualified deferred compensation plans or arrangements to our Named Executive Officers other than the plans and arrangements that are available to all employees in the country in which they work. Our Named Executive Officers located in the United States are eligible to participate in our Section 401(k) plan on the same basis as our other employees in the United States. • No “Golden Parachute” Tax Payments on Change-in-Control Arrangements. We do not provide any excise tax reimbursement payments (including “gross-ups”) on payments or benefits contingent upon a change in control of the Company that our Named Executive Officers might owe as a result of the application of Sections 280G or 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). • No Hedging or Pledging of our Securities. We prohibit our employees, including our officers, and the members of our board of directors from engaging in hedging transactions or pledging our securities as collateral for a loan or holding our securities in a margin account.

  25. Executive Compensation Philosophy and Objectives

    Executive Compensation Philosophy and Objectives Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. We strive to provide an executive compensation program that is competitive, rewards achievement of our business objectives and aligns our Named Executive Officers’ interests with those of our shareholders. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives: • provide market competitive compensation and benefit levels that will attract, motivate, reward and retain a highly talented team of executives within the context of responsible cost management; • establish a direct link between our financial and operational results and strategic objectives and the compensation of our executives; align the interests and objectives of our executives with those of our shareholders by linking their long-term incentive compensation opportunities to shareholder value creation and their cash incentives to our annual performance; and offer total compensation opportunities to our executives that, while competitive, are internally consistent and fair. We structure the annual compensation of our Named Executive Officers using base salary and long-term incentive compensation in the form of equity awards. In addition, each of our Named Executive Officers are eligible to earn annual cash incentive awards. The design of our executive compensation program is influenced by a variety of factors, with the primary goals being to align the interests of our Named Executive Officers and shareholders and to link pay with performance. We have not adopted policies or employed guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation. As described below, our compensation committee and our board of directors consider a variety of factors in determining the appropriate yearly mix among such compensatory elements, including our compensation philosophy and the value of unvested equity awards granted previously. All compensation decisions by our compensation committee and our board of directors with respect to our Named Executive Officers conform to the requirements of our 2020 Compensation Policy and the Companies Law.

  26. Compensation-Setting Process

    The compensation committee does not weigh these factors in any predetermined manner, nor does it apply any formulas in developing its compensation decisions and recommendations. The members of the compensation committee consider this information in view of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each Named Executive Officer and business judgment in making their decisions and recommendations. The compensation committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation decisions and recommendations with respect to our Named Executive Officers. Instead, in making its determinations, the compensation committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment, as well as from more broad-based compensation surveys to gain a general understanding of market compensation levels. Role of Management In discharging its responsibilities, the compensation committee works with members of our management, including our CEO. Our management assists the compensation committee by providing information on corporate and individual performance, market compensation data and management’s perspective on compensation matters. The compensation committee solicits and reviews our CEO’s proposals with respect to program structures, as well as his recommendations for adjustments to annual cash compensation, long-term incentive compensation and other compensation-related matters for our Named Executive Officers (except with respect to his own compensation) based on his evaluation of their performance for the prior year. The compensation committee reviews and discusses such proposals and recommendations with our CEO and considers them as one factor in determining and approving the compensation of our Named Executive Officers. Our CEO also attends meetings of our board of directors and the compensation committee at which executive compensation matters are addressed, except with respect to discussions involving his own compensation. Role of the Compensation Consultant The compensation committee has the authority to retain an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review, including the authority to approve the consultant’s reasonable fees and other retention terms. The compensation consultant reports directly to the compensation committee and its chair, and serves at the discretion of the compensation committee, which reviews the engagement annually. In fiscal year 2024, the compensation committee engaged Compensia to serve as its compensation consultant to advise on executive compensation matters, including competitive market pay practices for our Named Executive Officers, and with the data analysis and selection of the compensation peer group. During fiscal year 2024, Compensia attended meetings of the compensation committee as requested and provided various services including the following: • the review, analysis and updating of our compensation peer group; • the review and analysis of the base salary levels, target annual cash incentive awards and long-term incentive compensation of our Named Executive Officers against competitive market data based on the companies in our compensation peer group and/or selected broad-based compensation surveys; • an assessment of executive compensation trends within our industry, and updating on corporate governance and regulatory issues and developments; • assisting in the risk assessment of our compensation programs; and support on other ad hoc matters throughout the year. The terms of Compensia’s engagement includes reporting directly to the compensation committee chair. Compensia also coordinated with our management for data collection and job matching for our executive officers. In fiscal year 2024, Compensia performed no services for the company other than those performed at the direction of the compensation committee. The compensation committee has evaluated its relationship with Compensia to ensure that it believes that such firm is independent from management. This review process included a review of the services that Compensia provided, the quality of those services and the fees associated with the services provided during fiscal year 2024. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4), Section 5605(d)(3) of the Nasdaq Stock Market Listing Rules relating to the independence of the compensation committee’s compensation advisors and such other factors as were deemed relevant under the circumstances, the compensation committee has determined that no conflict of interest was raised as a result of the work performed by Compensia. Competitive Positioning The compensation committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization and industry focus. The competitive data drawn from this compensation peer group is one of several factors that the compensation committee considers in making its decisions and recommendations with respect to the compensation of our Named Executive Officers. The compensation peer group for fiscal year 2024, which was developed in October 2023 with the assistance of Compensia to analyze the compensation of our Named Executive Officers, was composed of publicly-traded technology companies against which we compete for executive talent. This peer group was used to provide data used in the process of determining our Named Executive Officer compensation and was used to assess performance for the Named Executive Officers' 2024 PSU awards. In identifying and selecting the companies for the compensation peer group, Compensia considered the following primary criteria: • publicly-traded U.S.-based software companies identified on a national basis; • similar revenues – within a range of ~0.5x to ~3.0x our trailing four fiscal quarters’ revenue (subject to certain exceptions for companies with similar businesses, revenue growth and certain other factors); and • similar market capitalization – within a range of ~0.5x to ~3.0x our then-market capitalization based on a 30-day trading average (subject to certain exceptions for companies with similar businesses, revenue growth and certain other factors). After consultation with Compensia, the compensation committee approved the following compensation peer group for use when making its fiscal year 2024 executive compensation decisions:

  27. Compensation-Setting Process

    The compensation committee used data gathered by Compensia from the public filings of the companies in our compensation peer group, as well as data from custom data cuts drawn from the Radford Global Technology Survey database that are similar to us in revenue, market capitalization and industry for purposes of providing additional perspective in the case of executive positions where the compensation peer group offered a limited number of relevant data points. This data permitted us to evaluate the competitive market when determining the total direct compensation packages for our Named Executive Officers, including base salary, target annual cash incentive awards and long-term incentive compensation. The compensation committee reviews our compensation peer group at least annually and makes adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.

  28. Compensation Elements

    Compensation Elements Our executive compensation program consists principally of base salary and long-term incentive compensation in the form of equity awards. In addition, each of our Named Executive Officers are also eligible to receive target annual cash incentive awards. Base Salary Base salary represents the fixed portion of the compensation of our Named Executive Officers and is an important element of compensation intended to attract and retain highly talented individuals. Generally, we use base salary to provide each Named Executive Officer with a specified level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests. Generally, we establish the initial base salaries of our Named Executive Officers through arm’s-length negotiation at the time we hire the individual, taking into account his or her position, qualifications, experience, and the base salaries of our other executive officers. Thereafter, the compensation committee reviews the base salaries of our Named Executive Officers each year as part of its annual review of our executive compensation program, with input from our CEO (except with respect to his own base salary), and makes adjustments (other than with respect to our CEO) that it determines are reasonable and necessary to reflect the scope of a Named Executive Officer’s performance, individual contributions and responsibilities, position in the case of a promotion, and market conditions. In March 2024, the compensation committee reviewed the base salaries of our Named Executive Officers employed by the Company at such time. Based on the compensation committee’s review, our compensation committee and board of directors determined that the base salary of each of our Named Executive Officers should be increased to be more competitive with the base salaries of similarly-situated executives at companies of comparable size and stage of maturity. In making these decisions, our compensation committee and board of directors took into consideration a competitive market analysis prepared by Compensia, the recommendations of our CEO (except with respect to his own base salary) and the current retention risks and challenges facing us, as well as the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. Subsequently, our shareholders approved the increase in the base salary of Messrs. Ben Haim and Landman in May 2024 at our annual shareholder meeting. The base salary increases for each of our Named Executive Officers took effect on April 1, 2024. The base salaries of our incumbent Named Executive Officers as determined in February for fiscal year 2024 were as follows. The base salary for each Named Executive Officer other than Ms. Notman was effective April 1, 2024. Ms. Notman's salary increase was effective July 1, 2024.

  29. Compensation Elements

    ____________________________________________ (1) Mr. Grabscheid was not a Named Executive Officer in fiscal year 2023. (2) Mr. Landman’s base salary (inclusive of his travel allowance) is paid as a fixed amount in NIS. For comparative purposes, his base salary for both 2024 and 2023 was converted into United States Dollars (“USD”) at an exchange rate of 3.7 NIS for each 1.000 USD, which was the average exchange rate in effect for fiscal year 2024. The base salaries paid to our Named Executive Officers during fiscal year 2024 are set forth in “Executive Compensation Tables—2024 Summary Compensation Table” below. Annual Cash Incentives The 2020 Compensation Policy enables our compensation committee and board of directors to provide cash incentive awards to selected employees, including our Named Executive Officers, based upon our actual achievement as measured against performance metrics established by the compensation committee. The compensation committee and board of directors believe that the financial performance measures used in the 2020 Compensation Policy contribute to driving the creation of long-term stakeholder value, including shareholder value, and play an important role in influencing the performance of our Named Executive Officers, who are most directly responsible for our overall success. Incentive cash bonuses are entirely performance-based, are not guaranteed, and may vary materially from year-to-year. Typically, our compensation committee and board of directors, with input from our CEO (except with respect to his own cash bonus opportunity), establishes cash bonus opportunities under the 2020 Compensation Policy pursuant to an annual cash bonus plan that measures and rewards our executive officers for our actual corporate and individual performance over our fiscal year. The cash bonus plan is designed to pay below-target bonuses when we do not achieve our objectives and above-target bonuses when we exceed our objectives. In March and May 2024, our compensation committee and board of directors determined to award cash bonus opportunities to our executive officers, including our Named Executive Officers, pursuant to the cash bonus plan for 2024 (the “Fiscal Year 2024 Bonus Plan”). Under the Fiscal Year 2024 Bonus Plan, our compensation committee and board of directors had the authority to select the performance measures and related target levels applicable to the annual cash bonus opportunities for our executive officers, subject to the terms of the 2020 Compensation Policy and the Companies Law. Target Annual Cash Incentive Award Opportunities For fiscal year 2024, the target annual cash bonus opportunities for each of our Named Executive Officers under the Fiscal Year 2024 Bonus Plan, were as follows:

  30. Compensation Elements

    | Named Executive Officer | Annual Base Salary for 2023 ($) | Annual Base Salary for 2024 ($) | Target Bonus Opportunity for 2023 (as a percentage of base salary) | Target Bonus Opportunity for 2024 (as a percentage of base salary) | Target Bonus Opportunity for 2023(1) ($) | Target Bonus Opportunity for 2024(1) ($) | Percentage Point Increase in Target Bonus Opportunity from 2023 to 2024 (as a percentage of base salary) | | Shlomi Ben Haim | 500,000 | 600,000 | 75% | 100% | 375,000 | 543,750 | 45.00% | | Tali Notman | 460,000 | 500,000 | 100% | 100% | 460,000 | 490,000 | 6.52% | | Eduard Grabscheid(2) | — | 450,000 | — | 50% | — | 225,000 | — | | Yoav Landman(3) | 337,838 | 374,865 | 60% | 60% | 202,703 | 219,365 | 8.22% |

  31. Compensation Elements

    Subject to the Companies Law, to date, our compensation committee and board of directors have not applied a rigid formula in determining the size of the equity awards to be granted to our Named Executive Officers as part of our annual focal review of equity awards (all subject to the ratio limitation within our 2020 Compensation Policy). Instead, in making these decisions, our compensation committee and board of directors have exercised their judgment as to the amount of the awards after considering the unvested equity holdings of each Named Executive Officer and the ability of these unvested holdings to satisfy our retention objectives, as well as the fierce market for senior executive talent in the San Francisco Bay Area and Israel. In addition, in granting equity awards to all of our employees, including our Named Executive Officers, our compensation committee and board of directors consider the proportion of our total ordinary shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the annual burn rate ranges of the companies in our compensation peer group and other recently-public technology companies with which the members of our compensation committee and board of directors are familiar, the potential economic and voting power dilution to our shareholders in relation to the median practice of the companies in our compensation peer group and other recently-public technology companies and the other factors described in “Compensation-Setting Process – Setting Target Total Direct Compensation” above. 2024 Equity Awards In March, as part of its annual review of our executive compensation program, and after taking into consideration a competitive market analysis prepared by Compensia and the recommendations of our CEO (except with respect to his own equity award), as well as the factors described in the preceding paragraph, our compensation committee and board of directors determined that equity awards should be granted to each of our Named Executive Officers in the form of RSU awards with time-based vesting requirements and PSU awards with time-based and performance-based vesting requirements Mr. Ben Haim, Ms. Notman, Mr. Grabscheid, and Mr. Landman each received RSU and PSU awards that may be settled for ordinary shares with an approximate aggregate grant date fair value as follows:

  32. Compensation Elements

    | Name | Number of RSUs | Approximate Targeted Aggregate Grant Date Fair Value of RSUs(1) | Number of PSUs | Approximate Targeted Aggregate Grant Date Fair Value of PSUs(1) | | Shlomi Ben Haim | 157,273 | $6,000,000 | 157,274 | $6,000,000 | | Tali Notman | 91,742 | $3,500,000 | 39,319 | $1,500,000 | | Eduard Grabscheid | 15,412 | $588,000 | 6,606 | $252,000 | | Yoav Landman | 45,871 | $1,750,000 | 19,659 | $750,000 |

  33. Compensation Elements

    (1) The targeted values were converted to shares based on our 20 trading-day average closing share price for the period ending on the day prior to the grant date, which results in these target values being different than the values in the Summary Compensation Table below, which requires reporting based on fair value under the accounting rules. Each RSU award will vest over a four-year period with 25% of the total original number of shares subject to the applicable RSU award vesting on the one-year anniversary of June 1, 2024, the vesting commencement date for the 2024 RSUs, and the remainder vesting ratably thereafter on a quarterly basis over the following three years in accordance with our equity grant practices, subject to the Named Executive Officer’s continued service through each vesting date. Each PSU award was only eligible to vest if our total shareholder return for 2024 was greater than the median of the total shareholder return for the companies in our 2024 compensation peer group, calculated as the volume-weighted average price for shares traded in December 2024, assuming any dividends paid in 2024 were reinvested, divided by the volume-weighted average price for shares traded in December 2023. If JFrog’s total shareholder return did not meet that goal, no portion of the PSU awards would be eligible to vest. In February 2025, our board of directors verified the achievement of the total shareholder return performance goal under the 2024 PSU Award, so 25% of the total original number of shares subject to the PSU Award vested on March 1, 2025, the one year anniversary of the PSU vesting commencement date, with the remainder vesting ratably thereafter on a quarterly basis over the following three years, subject to each Named Executive Officer's continued service through each vesting date. The equity awards granted to our Named Executive Officers during fiscal year 2024 are set forth in “Executive Compensation Tables—2024 Summary Compensation Table” and “Executive Compensation Tables—Grants of Plan-Based Awards in 2024 Table” below. Health, Welfare and Retirement Benefits Our Named Executive Officers are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other full-time, salaried employees in the jurisdiction where the Named Executive Officer is located. These benefits include medical, dental, and vision insurance, business travel insurance, an employee assistance program, health and dependent care flexible spending accounts, basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance and commuter benefits. We maintain a Section 401(k) plan for our employees, including our Named Executive Officers located in the United States. The Section 401(k) plan is intended to qualify under Section 401(k) of the Code, so that contributions to the plan by employees or by us, and the investment earnings thereon, are not taxable to the employees until withdrawn, and so that contributions made by us, if any, will be deductible by us when made. Employees may elect to reduce their current compensation by up to the statutorily prescribed annual limits and to have the amount of such reduction contributed to their accounts under the Section 401(k) plan. The Section 401(k) plan permits us to make contributions up to the limits allowed by law on behalf of all eligible employees. Typically, we match 50% of employee contributions to the plan up to 6% of the participating employee’s eligible compensation, to a maximum match of $10,350 for calendar year 2024, $9,900 for calendar year 2023, and $9,150 for calendar year 2022. All participating employees’ interests in our matching contributions, if any, vest immediately at the time of contribution. The Section 401(k) plan also contains a Roth component. We also maintain defined-contribution plans for employees in certain other countries. We do not offer any retirement benefits to employees located in Israel, except to the extent certain social benefits required pursuant to Israeli labor laws or are common practice in Israel, and such social benefits are applicable to all Israeli employees. Specifically, based on Israeli labor laws, an Israeli employee is entitled to severance pay upon termination of employment for any reason, including retirement. We make a payment of 8.33% of each employee’s monthly base salary to an insurance or pension fund to pay for this future liability payable to our employees upon termination of their employment. In addition, we make a payment of 6.5% of each employee’s monthly base salary to another insurance or pension fund, and this accrued amount may be withdrawn by the employee only upon retirement. We generally provide all of our Israeli employees with a fixed travel allowance for commuting costs, except that we provide Mr. Landman with an allowance up to a maximum amount of NIS 5,500 per month. Also, as is customary in Israel applicable to all Israeli employees, we provide our Israeli employees with a certain amount of monthly contributions (7.5% of their base salary up to NIS 15,712) for the benefit of each employee’s study and training purposes. The amounts of the above referenced benefits contributed by us to Mr. Landman in 2024 are specified in the 2024 All Other Compensation Table of this proxy statement. We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Perquisites and Other Personal Benefits Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our Named Executive Officers except as generally made available to our employees or in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more efficient and effective, and for recruitment and retention purposes. Pursuant to Mr. Ben Haim’s offer letter with the Company, Mr. Ben Haim is eligible to receive reimbursements for certain expenses incurred by him related to his relocation from Israel to the United States, up to a maximum amount of $50,000 per calendar year, in accordance with our standard expenses reimbursement policy, and we will provide Mr. Ben Haim with additional amounts sufficient to make such reimbursements tax neutral to Mr. Ben Haim. During fiscal year 2024, the Company provided Mr. Ben Haim with payments pursuant to the relocation reimbursement provisions of Mr. Haim’s offer letter with an aggregate value of $73,583, counting both the reimbursements and tax neutrality payments. In the future, we may provide perquisites or other personal benefits in limited circumstances. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by our compensation committee and board of directors.

  34. Post-Employment Compensation

    Post-Employment Compensation We entered into change in control and severance agreements with each of Mr. Ben Haim, Mr. Grabscheid, and Ms. Notman, our Named Executive Officers located in the United States (collectively, the “Severance Arrangements”). The Severance Arrangements provide for certain protections in the event of specified involuntary terminations of employment, including an involuntary termination of employment in connection with a change in control of the Company, in exchange for executing a separation agreement and release of claims in our favor that becomes effective and irrevocable. The Severance Arrangements provide reasonable compensation in the form of severance pay and certain limited benefits to a Named Executive Officer if he or she leaves our employ under certain circumstances to facilitate his or her transition to new employment. Further, in some instances we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing Named Executive Officer to sign a separation agreement and release of claims in a form and with terms acceptable to us providing for a general release of all claims as a condition to receiving post-employment compensation payments or benefits. We also believe that the Severance Arrangements help maintain our Named Executive Officers’ continued focus and dedication to their assigned duties to maximize stakeholder value if there is a potential transaction that could involve a change in control of the Company. Under the Severance Arrangements, all payments and benefits in the event of a change in control of the Company are payable only if there is a connected involuntary loss of employment by a Named Executive Officer (a so-called “double-trigger” arrangement). In the case of the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against the loss of retention value following a change in control of the Company and to avoid windfalls, both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction. The “double-trigger” equity vesting acceleration is documented in each Named Executive Officer’s award grant letters. In the event of a change in control of the Company, to the extent that any of the amounts provided for under the Severance Arrangements would constitute a “parachute payment” within the meaning of Section 280G of the Code and could be subject to the related excise tax under Section 4999 of the Code, a Named Executive Officer will receive such payment as would entitle him or her to receive the greatest after-tax benefit, even if it means that we pay the Named Executive Officer a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code. We have entered into an employment letter with Mr. Landman, our Named Executive Officer located in Israel, that provides for certain severance benefits in connection with an involuntary termination of employment that are generally consistent with the severance benefits we provide to our Named Executive Officers located in the United States pursuant to the Severance Agreements, although Mr. Landman’s employment letter does not provide for equity vesting acceleration. Mr. Landman’s “double-trigger” equity vesting acceleration is documented in his award grant letter. We do not provide any tax reimbursement payments (or “gross-ups”) on excise taxes relating to a change in control of the Company with respect to any of our executive officers, including our Named Executive Officers. We believe that having in place reasonable and competitive post-employment compensation arrangements, including in the event of a change in control of the Company, are essential to attracting and retaining highly qualified executive officers. The compensation committee does not consider the specific amounts payable under the post-employment compensation arrangements when determining the annual compensation for our Named Executive Officers. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. For detailed descriptions of the post-employment compensation arrangements with our Named Executive Officers, as well as an estimate of the potential payments and benefits payable under these arrangements, see “Executive Compensation Tables—Potential Payments upon Termination or Change in Control” below.

  35. Tax and Accounting Considerations

    Tax and Accounting Considerations The compensation committee takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program. Deductibility of Executive Compensation Section 162(m) of the Code, generally limits the amount a public company may deduct for federal income taxes purposes for compensation paid to its chief executive officer, chief financial officer, and certain other executive officers up to $1 million per executive office per year, subject to certain exceptions. As a publicly-traded company, the compensation committee and our board of directors are mindful of the benefits of full deductibility of compensation, and intend to operate our executive compensation program to be most efficient and effective for our shareholders, which may include compliance with Section 162(m) of the Code. The compensation committee and our board of directors believe it is important to maintain cash and equity incentive compensation at the requisite level to attract and retain the individuals essential to our financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation. Accounting for Share-Based Compensation The compensation committee and our board of directors take accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of certain share-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.

  36. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents information concerning the total compensation of our Named Executive Officers for services rendered to us in all capacities during the years ended December 31, 2024, 2023, and 2022.

  37. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Share Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation ($) | Total ($) | | Shlomi Ben Haim, Chief Executive Officer | 2024 | 575,000 | 9,099,840 | 543,750 | 74,209(3) | 10,292,799 | | | 2023 | 500,000 | 6,638,140 | — | 26,890 | 7,165,030 | | | 2022 | 483,958 | 3,051,728 | 229,487 | 42,949 | 3,808,122 | | Tali Notman, Chief Revenue Officer | 2024 | 480,000 | 4,014,392 | 489,002 | 9,600(4) | 4,992,994 | | | 2023 | 460,000 | 3,999,994 | 448,730 | 9,200 | 4,917,924 | | | 2022 | 445,000 | 2,989,246 | 295,183 | 8,900 | 3,738,329 | | Eduard Grabscheid, Chief Financial Officer | 2024 | 450,000 | 2,674,380 | 224,806 | 10,350(4) | 3,359,536 | | Yoav Landman, Chief Technology Officer(5) | 2024 | 347,769 | 2,007,184 | 219,365 | 73,727(6) | 2,648,045 | | | 2023 | 320,865 | 1,999,997 | 198,271 | 69,509 | 2,588,642 | | | 2022 | 348,063 | 1,464,834 | 150,730 | 75,470 | 2,039,097 |

  38. 2024 Summary Compensation Table

    ____________________________________________ (1) Amounts reported represent the aggregate grant date fair value of equity awards granted to our executives, calculated in accordance with ASC Topic 718. For more information regarding the valuation of these awards, please refer to the notes to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the executive officers. (2) The amounts reported represent payments made to applicable Named Executive Officers under our annual incentive bonus arrangements, which generally provided for quarterly and annual payments based on achievement of quarterly and annual net new annual recurring revenue goals, as described in more detail in the Compensation Discussion and Analysis. (3) The amount reported represents expenses in the amount of $50,000 reimbursed by us to Mr. Ben Haim for expenses and an additional amount of $23,583 sufficient to make such reimbursements tax neutral to Mr. Ben Haim, as well as company contributions made under our 401(k) plan in the amount of $626. (4) The amount reported represents company contributions made under our 401(k) plan. (5) All amounts reported for Mr. Landman with respect to “Salary,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation” were paid in NIS. All compensation paid in NIS to Mr. Landman has been converted into USD at an annual average exchange rate of 3.7 NIS for each 1.000 USD for fiscal year 2024, 3.690 NIS for each 1.000 USD for fiscal year 2023, and 3.360 for fiscal year 2022. (6) The amount reported represents (i) contributions by us of $28,969 in value of NIS to a severance fund under a Section 14 Arrangement pursuant to Israeli Severance Pay Law, (ii) contributions by us of $23,098 in value of NIS to a pension and manager’s insurance fund pursuant to Israeli labor laws, (iii) contributions by us of $3,822 in value of NIS to an education savings fund, and (iv) travel allowance for commuting costs of $17,838 in NIS. For purposes of satisfying requirements under the Companies Law, the total compensation for fiscal year 2024 of Mr. Sagi Dudai, our Chief Product and Engineering Officer was $2,578,305, comprised of salary of $320,757, share awards of $2,007,184, non-equity incentive plan compensation of $197,028, and all other compensation of $53,336, with each such amount calculated pursuant to the same applicable methodology as under our 2024 Summary Compensation Table. Mr. Dudai’s salary, non-equity incentive plan compensation, and all other compensation were paid in NIS which were converted into USD at an annual average exchange rate of 3.7 NIS for each 1.000 USD.

  39. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table summarizes incentive plan-based awards granted to our Named Executive Officers during the fiscal year ended December 31, 2024.

  40. Grants of Plan-Based Awards in 2024

    | | | Date of Approval | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | All Other Share Awards: Number of Shares | Grant Date Fair Value | | Name | Grant Date | by Board of Directors | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | | Target (#) | Maximum (#) | of Shares or Units(3) (#) | of Share Awards(4) ($) | | Shlomi Ben Haim | 5/20/2024 | 5/20/2024 | — | — | — | — | | 157,274 | 157,274 | — | 3,881,522 | | | 5/20/2024 | 5/20/2024 | — | — | — | — | | — | — | 157,273 | 5,218,318 | | | — | 5/20/2024 | — | 543,750 | 543,750 | — | | — | — | — | — | | Tali Notman | 5/20/2024 | 5/20/2024 | — | — | — | — | | 39,319 | 39,319 | — | 970,392 | | | 5/20/2024 | 5/20/2024 | — | — | — | — | | — | — | 91,742 | 3,044,000 | | | — | 5/20/2024 | — | 490,000 | 490,000 | — | — | — | — | — | — | | Eduard Grabscheid | 1/1/2024 | 9/28/2023 | — | — | — | — | | — | — | 57,786 | 1,999,974 | | | 5/20/2024 | 5/20/2024 | — | — | — | — | | 6,606 | 6,606 | — | 163,036 | | | 5/20/2024 | 5/20/2024 | — | — | — | — | | — | — | 15,412 | 511,370 | | | — | 5/20/2024 | — | 225,000 | 225,000 | — | | — | — | — | — | | Yoav Landman | 5/20/2024 | 5/20/2024 | — | — | — | — | | 19,659 | 19,659 | — | 485,184 | | | 5/20/2024 | 5/20/2024 | — | — | — | — | | — | — | 45,871 | 1,522,000 | | | — | 5/20/2024 | — | 219,365 | 219,365 | — | | — | — | — | — |

  41. Grants of Plan-Based Awards in 2024

    ____________________________________________ (1) The amounts reported represent payments made to applicable Named Executive Officers under our annual incentive bonus arrangements which provide the target payouts with no threshold or maximum (except for a threshold level of achievement with respect to Mr. Ben Haim), as described in more detail in the Compensation Discussion and Analysis. (2) Shares reported represent PSUs granted under the 2020 Plan. As of December 31, 2024, the performance condition was satisfied. Thus the PSUs are further subject to service-based vesting criteria described in the footnotes to the table below titled “Outstanding Equity Awards at Fiscal Year End.” (3) Shares reported represent awards of RSUs granted under the 2020 Plan. Each award of RSUs is subject to service-based vesting criteria described in the footnotes to the table below titled “Outstanding Equity Awards at Fiscal Year End,” except as otherwise indicated in the footnotes to this table. Amounts reported represent the aggregate grant date fair value of share awards granted to our executives, calculated in accordance with ASC Topic 718. The fair value of RSUs is measured based on the closing price of the Company’s ordinary shares, and the fair value of PSU is measured using a Monte Carlo simulation model, as discussed in the notes to our consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025. These amounts do not necessarily correspond to the actual value recognized or that may be recognized by the executive officers.

  42. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table presents information concerning all outstanding equity awards held by each of our Named Executive Officers as of December 31, 2024:

  43. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | | Options Awards | | | | Share Awards | | | Names of Executive Officer | Grant Date | Number of Securities Underlying Unexercised Options # Exercisable | Number of Securities Underlying Unexercised Options # Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares That Have Not Vested | Market Value of Shares That Have Not Vested(1) ($) | | Shlomi Ben Haim | 5/20/2024(2) | — | — | — | — | 157,273(3) | 4,625,399 | | | 5/20/2024(2) | — | — | — | — | 157,274(4) | 4,625,428 | | | 5/15/2023(2) | — | — | — | — | 109,122(5) | 3,209,278 | | | 5/15/2023(2) | — | — | — | — | 98,210(6) | 2,888,356 | | | 5/16/2022(2) | — | — | — | — | 64,655(7) | 1,901,504 | | | 5/13/2021(2) | — | — | — | — | 9,437(8) | 277,542 | | Tali Notman | 5/20/2024(2) | — | — | — | — | 91,742(3) | 2,698,132 | | | 5/20/2024(2) | — | — | — | — | 39,319(4) | 1,156,372 | | | 5/15/2023(2) | — | — | — | — | 109,122(5) | 3,209,278 | | | 2/9/2022(2) | — | — | — | — | 41,379(7) | 1,216,956 | | | 11/3/2021(2) | — | — | — | — | 6,068(9) | 178,460 | | | 2/22/2021(2) | — | — | — | — | 5,987(8) | 176,078 | | | 7/29/2020(13) | 15,000(10) | — | 23.00 | 7/29/2030 | — | — | | | 2/3/2020(13) | 2,500(10) | — | 15.12 | 2/3/2030 | — | — | | Eduard Grabscheid | 5/20/2024(2) | — | — | — | — | 15,412(3) | 453,267 | | | 5/20/2024(2) | — | — | — | — | 6,606(4) | 194,282 | | | 1/1/2024(2) | — | — | — | — | 57,786(11) | 1,699,486 | | | 8/1/2023(2) | — | — | — | — | 8,525(5) | 250,720 | | | 6/17/2022(2) | — | — | — | — | 7,500(7) | 220,575 | | | 8/4/2021(2) | — | — | — | — | 562(12) | 16,528 | | | 9/4/2019(2) | 20,360 | — | 9.31 | 9/4/2029 | — | — | | Yoav Landman | 5/20/2024(2) | — | — | — | — | 45,871(3) | 1,349,066 | | | 5/20/2024(2) | — | — | — | — | 19,659(4) | 578,171 | | | 5/15/2023(2) | — | — | — | — | 54,561(5) | 1,604,639 | | | 5/16/2022(2) | — | — | — | — | 31,034(7) | 912,710 | | | 5/13/2021(2) | — | — | — | — | 4,262(8) | 125,345 |

  44. Outstanding Equity Awards at Fiscal 2024 Year-End

    ____________________________________________ (1) The market value of the share awards that have not vested is calculated by multiplying the number of shares by the fair market value per share of our ordinary shares on December 31, 2024, or $29.41 per share. (2) Each of the awards was granted pursuant to our 2020 Plan. (3) One-fourth of the shares vest on June 1, 2025 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. (4) Shares represent PSUs for which the performance-based vesting condition was satisfied, one-fourth of which vested on March 1, 2025 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. (5) One-fourth of the shares vested on June 1, 2024 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. (6) Shares represent PSUs for which the performance-based vesting condition was satisfied, one-fourth of which vest on March 1, 2024 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. One-fourth of the shares vest on June 1, 2023 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. One-fourth of the shares vest on June 1, 2022 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. (9) One-fourth of the shares vest on December 1, 2022 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. (10) One-fifth of the shares subject to the option vested on the first anniversary of grant date, and the remaining shares subject to the option vest in sixteen equal quarterly installments thereafter, subject to continued service through the applicable vesting date. (11) One-fourth of the shares vest on March 1, 2025 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. (12) One-fourth of the shares vest on September 1, 2022 and one-sixteenth vest quarterly thereafter until the award fully vests, subject to continued service with us through the applicable vesting date. (13) Each of the outstanding option awards was granted pursuant to our 2011 Israeli Share Option Plan (“2011 Plan”).

  45. Option Exercises and Shares Vested in 2024

    Option Exercises and Shares Vested in 2024 The following table shows certain information regarding option exercises and the vesting of stock awards by our Named Executive Officers during the fiscal year ended December 31, 2024:

  46. Option Exercises and Shares Vested in 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Shlomi Ben Haim | — | — | 203,838 | 7,114,217 | | Tali Notman | 72,770 | 1,818,193 | 111,103 | 3,599,452 | | Eduard Grabscheid | — | — | 10,865 | 355,543 | | Yoav Landman | — | — | 61,952 | 2,017,483 |

  47. Option Exercises and Shares Vested in 2024

    ____________________________________________ (1) The aggregate value realized is calculated by multiplying (i) the number of ordinary shares acquired upon exercise by (ii) the difference between the closing price of our ordinary shares on the date of exercise, as reported by Nasdaq, and the applicable exercise price of the option, and does not represent actual amounts received by our Named Executive Officers as a result of the option exercises. (2) The aggregate value realized is calculated by multiplying (i) the number of ordinary shares acquired upon vesting of RSUs and PSUs by (ii) the closing price of our ordinary shares on the vest date (or, in the event the vest date occurs on a holiday or weekend, the closing price of our ordinary shares on the immediately preceding trading day), as reported by Nasdaq.

  48. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control In September 2020, we entered into a new change in control and severance agreement with Mr. Ben Haim, and Ms. Notman, our Named Executive Officers located in the United States, with each agreement effective on September 1, 2020. We entered into a change and control and severance agreement with Mr. Grabscheid following his appointment as CFO in January 2025. Pursuant to each change in control and severance agreement, if we terminate the employment of an executive without “cause” (excluding terminations due to death or disability) or the executive resigns for “good reason” (as such terms are defined in the applicable agreement), and, within 60 days following such termination, the executive executes a waiver and release of claims in our favor that becomes effective and irrevocable, the executive will be entitled to receive (i) a lump sum payment equal to 6 months (12 months with respect to Mr. Ben Haim) of the executive’s then current annual base salary, (ii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for the executive and the executive’s respective dependents for up to 6 months (12 months with respect to Mr. Ben Haim), and (iii) with respect to Mr. Ben Haim, a lump sum severance relocation payment of $35,000. Additionally, we have entered into an employment letter with Mr. Landman, our Named Executive Officer located in Israel, that provides for certain severance benefits in connection with an involuntary termination of employment that are generally consistent with the severance benefits we provide to our Named Executive Officers located in the United States pursuant to the change in control and severance agreements, although Mr. Landman’s employment letter does not provide for equity vesting acceleration. Mr. Landman’s “double-trigger” equity vesting acceleration is documented in his award grant letter. The following table describes (i) the potential payments that would have been provided to each of Mr. Ben Haim, Mr. Grabscheid and Ms. Notman, pursuant to the applicable change in control and severance agreements, and Mr. Landman, pursuant to his employment agreement (with amounts converted into USD at an annual average exchange rate of 3.7 NIS for each 1.000 USD) in the event that they were terminated without “cause” or resigned for “good reason” and executed a waiver and release of claims in our favor, as described above, assuming such termination occurred on December 31, 2024,:

  49. Potential Payments upon Termination or Change in Control

    | Named Executive Officer | Cash Compensation ($) | Health Benefits ($) | Social and Other Benefits ($) | Acceleration of Outstanding Equity Awards ($) | Relocation Payment ($) | Total ($) | | Shlomi Ben Haim | 600,000 | 32,589 | — | — | 35,000 | 667,589 | | Tali Notman | 250,000 | 16,294 | — | — | — | 266,294 | | Eduard Grabscheid | 225,000 | 13,011 | — | — | — | 238,011 | | Yoav Landman | 178,514 | 28,384 | — | — | — | 206,898 |

  50. Potential Payments upon Termination or Change in Control

    Pursuant to each change in control and severance agreement, if, within the 3 month period prior to or the 12 month period following a “change of control” (as defined in the applicable agreement), we terminate the employment of an executive without cause (excluding death or disability) or the executive resigns for good reason, and, within 60 days following such termination, the executive executes a waiver and release of claims in our favor that becomes effective and irrevocable, the executive will be entitled to receive (i) a lump sum payment equal to 12 months (18 months with respect to Mr. Ben Haim) of the executive’s then current annual base salary, (ii) a lump sum payment equal to the executive’s pro rata target annual bonus amount for the year of termination, (iii) reimbursement of premiums to maintain group health insurance continuation benefits pursuant to “COBRA” for the executive and the executive’s respective dependents for up to 12 months (18 months with respect to Mr. Ben Haim), (iv) vesting acceleration as to 100% of the then-unvested shares subject to each of the executive’s then outstanding equity awards (and in the case of awards with performance vesting, unless specified in the applicable award agreement governing such award, all performance goals will be deemed achieved at target levels), and (v) with respect to Mr. Ben Haim, a lump sum severance relocation payment of $35,000 (this payment would be made because Mr. Ben Haim moved to the U.S. at the Company’s request, so it is appropriate to relocate him back to Israel if his employment is terminated). The following table describes (i) the potential payments that would have been provided to each of Mr. Ben Haim, Ms. Notman, and Mr. Grabscheid pursuant to the applicable change in control and severance agreements, and Mr. Landman, pursuant to his employment agreement (with amounts converted into USD at an annual average exchange rate of 3.7 NIS for each 1.000 USD), in the event that they were terminated within the 3 month period prior to or the 12 month period following a “change of control” without “cause” or resigned for “good reason” and executed a waiver and release of claims in our favor, as described above, assuming such termination occurred on December 31, 2024:

  51. Potential Payments upon Termination or Change in Control

    | Named Executive Officer | Cash Compensation ($) | Pro Rata Bonus Payment ($) | Health Benefits ($) | Social and Other Benefits ($) | Acceleration of Outstanding Equity Awards ($) | Relocation Payment ($) | Total ($) | | Shlomi Ben Haim | 900,000 | 900,000 | 48,883 | — | 17,527,507 | 35,000 | 19,411,390 | | Tali Notman | 500,000 | 500,000 | 32,589 | — | 8,767,151 | — | 9,799,740 | | Eduard Grabscheid | 450,000 | 225,000 | 26,022 | — | 2,834,859 | — | 3,535,881 | | Yoav Landman | 357,027 | 224,919 | — | 56,769 | 4,569,932 | — | 5,208,647 |

  52. Potential Payments upon Termination or Change in Control

    Pursuant to each change in control and severance agreement, in the event any payment to an executive would be subject to the excise tax imposed by Section 4999 of the Code (as a result of a payment being classified as a parachute payment under Section 280G of the Code), the executive will receive such payment as would entitle the executive to receive the greatest after-tax benefit, even if it means that we pay the executive a lower aggregate payment so as to minimize or eliminate the potential excise tax imposed by Section 4999 of the Code.

  53. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act, we are reporting the ratio of annual total compensation of our median compensated employee to that of Shlomi Ben Haim, our current CEO. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and applicable guidelines. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. The pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, shareholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow shareholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures. To identify the median employee in fiscal year 2024, we aggregated the annual base salary or base wages, actual commission and bonus earned, and equity awards received for each of our employees as of December 31, 2024, whether on a full-time or part-time basis, excluding our CEO. For employees paid other than in U.S. dollars, we converted their annual base salary and base wages to U.S. dollars using the applicable average annual exchange rate for fiscal year 2024. With respect to equity awards, we granted RSUs during 2024 and determined the grant date fair value in accordance with FASB ASC Topic 718. We calculated annual total compensation for the median employee according to the methodology used to report the annual compensation of our Named Executive Officers in the Summary Compensation Table. For fiscal year 2024, the total compensation for our CEO, Mr. Ben Haim, was $10,292,799, as reported in the “Total” column of the 2024 Summary Compensation Table of this proxy statement. The fiscal year 2024 annual total for our median employee was $213,228. Thus, the ratio of our CEO’s total fiscal year 2024 compensation to our median employee’s total fiscal year 2024 compensation was 48.3:1. Neither the compensation committee nor our management used this pay ratio in making compensation decisions.

  54. Pay Versus Performance

    Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis”. The following table presents information concerning the compensation of our CEO (our "principal executive officer" or "PEO") and other Named Executive Officers for the years ended December 31, 2024, 2023, 2022, 2021, and 2020.

  55. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(4) ($) | Average Compensation Actually Paid to Non-PEO NEOs(2)(5) ($) | Total Shareholder Return(6) ($) | Peer Group Total Shareholder Return(7) ($) | Net Income (Loss)(8) (in thousand, $) | Company-Selected Measure(9) | | 2024 | 10,292,799 | 9,039,765 | 3,666,858 | 2,828,584 | 45 | 229 | (69,236) | None | | 2023 | 7,165,030 | 14,793,949 | 4,514,896 | 4,436,706 | 53 | 169 | (61,256) | None | | 2022 | 3,808,122 | 3,756,514 | 2,886,987 | 665,379 | 33 | 108 | (90,184) | None | | 2021 | 3,361,202 | (10,664,266) | 4,047,263 | (4,973,525) | 46 | 152 | (64,203) | None | | 2020 | 26,671,048 | 40,040,525 | 2,793,376 | 19,607,565 | 97 | 114 | (9,405) | None |

  56. Pay Versus Performance

    ____________________________________________ Amounts present total compensation reported for Mr. Ben Haim, who served as CEO for each year presented. Compensation actually paid does not mean that the identified individual was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below, computed in accordance with Item 402(v) of Regulation S-K. The amounts include (i) the year-end value of equity awards granted during the reported year, and (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested, or through the end of the reported fiscal year. Equity awards consist of share options, RSU awards and PSU awards. On each valuation date, the fair value of each share option is estimated using the Black-Scholes option pricing model, the fair value of each RSU award is based on the fair value of the underlying ordinary shares, and the fair value of each PSU award is based on the fair value of the underlying ordinary shares because the performance condition was satisfied on the measurement date. (3) The following table presents adjustments to Mr. Ben Haim’s total compensation for each year to determine the compensation actually paid to him:

  57. Pay Versus Performance

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total for PEO | $10,292,799 | $7,165,030 | $3,808,122 | $3,361,202 | $26,671,048 | | Equity Award Adjustments: | | | | | | | Less: Reported grant date fair value of equity awards | (9,099,840) | (6,638,140) | (3,051,728) | (2,598,710) | (25,969,446) | | Add: Vesting date fair value of equity awards granted and vested in the year | — | — | — | — | 6,089,600 | | Add: Year-end fair value of outstanding and unvested equity awards granted in the year | 9,250,827 | 12,085,536 | 3,677,591 | 2,242,350 | 33,249,323 | | Add: Change in fair value between the end of the prior year and the vesting date of equity awards granted in prior years that vested in the year | 59,384 | 374,513 | (282,516) | (13,669,108) | — | | Add: Change in fair value between the end of the prior year and the end of the year of outstanding and unvested equity awards granted in prior years | (1,463,405) | 1,807,010 | (394,955) | — | — | | Compensation Actually Paid to PEO | $9,039,765 | $14,793,949 | $3,756,514 | $(10,664,266) | $40,040,525 |

  58. Pay Versus Performance

    (4) Amounts reported present the average of total compensation reported for our Named Executive Officers other than Mr. Ben Haim, which included Ms. Notman, Mr. Landman and Mr. Grabscheid for 2024, Ms. Notman, Jacob Shulman (our former CFO) and Mr. Landman for 2023, 2022, and 2021, and Ms. Notman and Mr. Shulman for 2020. (5) The following presents adjustments to the average total compensation to our non-PEO Named Executive Officers for each year to determine the average compensation actually paid to them:

  59. Pay Versus Performance

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total for Non-PEO | $3,666,858 | $4,514,896 | $2,886,987 | $4,047,263 | $2,793,376 | | Equity Award Adjustments: | | | | | | | Less: Reported grant date fair value of equity awards | (2,898,652) | (3,666,662) | (2,232,007) | (3,349,931) | (2,176,156) | | Add: Vesting date fair value of equity awards granted and vested in the year | — | — | — | — | — | | Add: Year-end fair value of outstanding and unvested equity awards granted in the year | 2,709,592 | 3,388,561 | 1,961,386 | 1,963,566 | 7,109,580 | | Add: Change in fair value between the end of the prior year and the vesting date of equity awards granted in prior years that vested in the year | (146,835) | 243,329 | (809,996) | (1,836,322) | 221,200 | | Add: Change in fair value between the end of the prior year and the end of the year of outstanding and unvested equity awards granted in prior years | (502,380) | 835,263 | (1,140,991) | (5,798,101) | 11,659,565 | | Less: Fair value at end of prior year of awards granted in prior years that were forfeited during year | — | (790,520) | — | — | — | | Less: Incremental fair value of awards modified during year | — | (88,161) | — | — | — | | Compensation Actually Paid to Non-PEO | $2,828,584 | $4,436,706 | $665,379 | $(4,973,525) | $19,607,565 |

  60. Pay Versus Performance

    (6) Presents the cumulative total shareholder return (“TSR”) since our initial public offering on September 16, 2020 (the “IPO”). TSR is calculated by assuming that a $100 investment was made on at the close of trading on the first full day of trading of our ordinary shares (September 16, 2020) and reinvesting all dividends until the last day of each reported fiscal year. Presents the TSR of S&P Information Technology Index since September 16, 2020. S&P Information Technology Index is a peer group presented in accordance with Item 201(e) of Regulation S-K under the Exchange Act in our Annual Report on Form 10-K for the year ended December 31, 2024. TSR is calculated by assuming that a $100 investment was made at the close of trading on the first full day of trading of our ordinary shares (September 16, 2020) and reinvesting all dividends until the last day of each reported fiscal year. The dollar amounts reported are our net loss reflected in our audited financial statements. (9) We did not use a financial performance measure as defined in the Section 402(v) rules, other than our ordinary share price, to link the compensation actually paid to our CEO or other named executive officers for each year presented. As noted in the tabular list below, the operating metric net new annual recurring revenue links compensation actually paid to performance. Tabular List of Performance Measures

  61. Pay Versus Performance

    | Our ordinary share price was the only financial performance measure used to link compensation actually paid to performance. | | Additionally, we used the operating metric, net new annual recurring revenue, to link compensation actually paid to performance. |

  62. Description of Relationships of Information Presented in the Pay Versus Performance Table

    Description of Relationships of Information Presented in the Pay Versus Performance Table Compensation Actually Paid vs. TSR As reflected in the following graph, the compensation actually paid (the “CAP”) to our CEO and other Named Executive Officers correlated to our TSR because equity awards constituted a significant part of the compensations for our Named Executive Officers. Equity awards strongly align our Named Executive Officers’ interests with those of our shareholders by providing a continuing financial incentive to maximize long-term value for our shareholders and by encouraging our executive officers to continue their service for the long-term. Compensation Actually Paid vs. Net loss Since our IPO, we have continued to invest in our business and incurred losses for the years presented. Historically, we have not looked to net income or loss as a performance measure for our Named Executive Officers. As discussed under Compensation Discussion and Analysis above, net new annual recurring revenue goal is utilized to determine part of our executives’ cash bonus.

  63. H. Board of Directors Compensation

    H. Board of Directors Compensation The following benefits may be provided to JFrog's Board members: 22.1. All JFrog’s Board members, excluding the chairman of the Board, may be entitled to an annual cash fee retainer of up to $60,000 $70,000, JFrog committee membership annual cash fee retainer of up to $20,000 and committee chairperson annual cash fee retainer of up to $40,000 (for the avoidance of doubt, annual payments for committee membership and chairing of such committee shall be in addition to the annual case fee retainer). The committee fee may be payable for each committee upon which a board member serves. The chairperson of JFrog’s Board may be entitled to an annual cash fee retainer of up to $150,000. JFrog’s lead independent director may be entitled to an annual cash fee retainer of up to $40,000, in addition to any other compensation paid to them under the terms of this Policy. 22.2. The compensation of the Company’s external directors, if elected, shall be in accordance with the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director), 5760-2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel), 5760-2000, as such regulations may be amended from time to time. 22.3. Notwithstanding the provisions of Sections 22.1 above, in special circumstances, such as in the case of a professional director, an expert director or a director who makes a unique contribution to the Company, such director’s compensation may be different than the compensation of all other directors and may be greater than the maximal amount allowed under Section 22.1. 22.4. Each member of JFrog’s Board (excluding the chairman of the Board) may be granted an initial equity-based award in a value of up to $800,000 and annual grants in a value of up to $350,000 $400,000 each. The equity-based awards shall vest annually over a period of between one (1) to four (4) years. 22.5. The chairperson of JFrog’s Board may be granted an initial equity-based award in a value of up to $900,000 and annual grants in a value of up to $400,000 each. The initial equity-based awards shall vest annually over a period of between three (3) to four (4) years, and the annual grant shall vest on a quarterly basis over a period of one (1) year. 22.6. All other terms of the equity awards shall be in accordance with JFrog’s equity incentive plans and other related practices and policies. Accordingly, the Compensation Committee or the Board may extend the period of time for which an award is to remain exercisable and make provisions with respect to the acceleration of the vesting period of any awards, including, without limitation, in connection with a corporate transaction involving a change of control, and may otherwise modify or amend outstanding awards in accordance with JFrog’s equity incentive plans and other related practices and policies, subject to any additional approval as may be required by the Companies Law. 22.7. In addition, members of JFrog’s Board may be entitled to reimbursement of expenses in connection with the performance of their duties. 22.8. It is hereby clarified that the compensation (and limitations) stated under Section H will not apply to directors who serve as Executive Officers or employees.