JFrog Ltd. Files Definitive Proxy Statement

TL;DR

<b>JFrog Ltd. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023, detailing executive compensation and equity award information.</b>

AI Summary

JFrog Ltd (FROG) filed a Proxy Statement (DEF 14A) with the SEC on April 10, 2024. JFrog Ltd. filed a Definitive Proxy Statement (DEF 14A) on April 10, 2024. The filing pertains to the fiscal year ending December 31, 2023. The company's principal executive offices are located at 270 E Caribbean Drive, Sunnyvale, CA 94089. The filing includes data related to equity awards, including fair value at grant date, vesting, and year-over-year changes. Specific data points cover fair value of equity awards granted and vested, outstanding and unvested awards, and changes due to modifications or forfeitures.

Why It Matters

For investors and stakeholders tracking JFrog Ltd, this filing contains several important signals. This filing provides crucial information for shareholders regarding executive compensation, stock performance, and voting matters ahead of the annual meeting. Shareholders can use this document to understand how executive compensation is structured and how it aligns with company performance, influencing their voting decisions.

Risk Assessment

Risk Level: low — JFrog Ltd shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not indicate any unusual financial or operational events.

Analyst Insight

Review the executive compensation details and equity award structures to assess alignment with company performance and shareholder interests.

Key Numbers

• 2024-04-10 — Filing Date (Date the DEF 14A was filed)
• 2024-05-20 — Period of Report (Conformed period of report)
• 1231 — Fiscal Year End (Company's fiscal year end)

Key Players & Entities

• JFrog Ltd. (company) — Filer of the DEF 14A
• 270 E Caribbean Drive, Sunnyvale, CA 94089 (location) — Business and mailing address

FAQ

Industry Context

JFrog Ltd. operates in the software industry, specifically focusing on software supply chain security and DevOps solutions.

Regulatory Implications

As a publicly traded company, JFrog Ltd. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder meetings and votes.

What Investors Should Do

1. Analyze the details of equity awards granted and vested during the 2023 fiscal year.
2. Examine any changes in the fair value of equity awards due to modifications or forfeitures.
3. Review the overall structure of executive compensation as presented in the proxy statement.

Year-Over-Year Comparison

This is the initial DEF 14A filing for the period, providing a baseline for future comparisons.

Key Financial Figures

• $1 — ual Recurring Revenue ("ARR") exceeding $1M, reflecting a 95% YoY growth rate. Add
• $100 — ase in customers with an ARR surpassing $100k, with substantial 20% YoY growth. Our
• $32.6 million — ced by our Operating Cash Flow reaching $32.6 million and our Free Cash Flow ("FCF") reaching
• $32 million — and our Free Cash Flow ("FCF") reaching $32 million for the 4th quarter alone. Furthermore,
• $0 — PS for fiscal 2023 stood at $(0.59) and $0.51, respectively, underscoring our robu

Filing Documents

• frog-20240410.htm (DEF 14A) — 1645KB
• img192500780_0.jpg (GRAPHIC) — 8KB
• img192500780_1.jpg (GRAPHIC) — 11KB
• img192500780_2.jpg (GRAPHIC) — 11KB
• img192500780_3.jpg (GRAPHIC) — 146KB
• img192500780_4.jpg (GRAPHIC) — 155KB
• img192500780_5.jpg (GRAPHIC) — 860KB
• img192500780_6.jpg (GRAPHIC) — 385KB
• img192500780_7.jpg (GRAPHIC) — 1231KB
• 0000950170-24-043357.txt (&nbsp;) — 9325KB
• frog-20240410.xsd (EX-101.SCH) — 33KB
• frog-20240410_htm.xml (XML) — 328KB

Forward-Looking Statements

Forward-Looking Statements: This letter and the accompanying proxy statement contain "forward-looking" statements, as that term is defined under the U.S. federal securities laws, including but not limited to statements regarding our future financial performance, expectations regarding the market and revenue potential for our platform, expectations regarding the performance of our strategic sales team and channel approaches, our expectations regarding the expansion of our platform and new customer acquisition, our expectations regarding the benefits of incorporating the management of ML Models in-line with companies' software supply chain practices, and our ability to innovate and meet market demands and the software supply chain needs of our customers. These forward-looking statements are based on JFrog's current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause JFrog's actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. There are a significant number of factors that could cause actual results to differ materially from statements made in this letter and the accompanying proxy statement, including but not limited to: risks associated with managing our rapid growth; our history of losses; our limited operating history; our ability to retain and upgrade existing customers our ability to attract new customers; our ability to effectively develop and expand our sales and marketing capabilities; our ability to integrate and realize anticipated synergies from acquisitions of complementary businesses; risk of a security breach incident or product vulnerability; risk of interruptions or performance problems associated with our products and platform capabilities; our ability to adapt and respond to rapidly changing technology or customer needs; our ability to compete in the markets in which we partic

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 32 Compensation Discussion and Analysis 32 Compensation Committee Report 51 2023 Summary Compensation Table 51 Grants of Plan-Based Awards in 2023 53 Outstanding Equity Awards at Fiscal 2023 Year-End 54 Option Exercises and Stock Vested in 2023 55 Executive Employment Agreements 55 Potential Payments upon Termination or Change in Control 56 CEO Pay Ratio 58 Pay Versus Performance 58 Share Compensation Plan Information 61 RELATED PERSON TRANSACTIONS 63 Related Person Transactions 63 Limitation of Liability and Indemnification of Officers and Directors 63 Policies and Procedures for Related Party Transactions 64

SECURITY OWNERSHIP

SECURITY OWNERSHIP 65 OTHER MATTERS 67 Delinquent Section 16(a) Reports 67 2023 Annual Report 67 Company Website 67 Appendix A – Reconciliation of Non-GAAP Financial Measures A-1 Appendix B – Operating Metrics B-1 Table of Contents JFROG LTD. PROXY STATEMENT FOR THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS To be held at 9:00 a.m., Pacific time, on Monday, May 20, 2024 The information provided in the "Questions and Answers" format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read the entire proxy statement carefully. QUES TIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL GENERAL MEETING Why am I receiving these materials? This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2024 annual general meeting of shareholders of the Company (the "Annual General Meeting") and any adjournments, postponements or continuations thereof. The Annual General Meeting will be held on Monday, May 20, 2024 at 9:00 a.m., Pacific time at 270 E. Caribbean Drive, Sunnyvale, California 94089. Shareholders as of the Record Date are invited to attend the Annual General Meeting and are requested to vote on the items of business described in this proxy statement. The proxy materials and our 2023 annual report can be accessed online at our Investor Relations website at https://investors.jfrog.com. What proposals am I voting on? You are being asked to vote on five proposals: (1) To elect as Class I directors the three nominees named in the accompanying proxy statement to serve until our 2027 annual general meeting of shareholders or until their respective successors are duly elected and qualified or until such director's earlier death, resignation or removal. (2) To approve and ratify the re-appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young G

View Full Filing

View this DEF 14A filing on SEC EDGAR