JFrog (FROG) Proxy filing summary

Executive summary

• Fiscal 2025 revenue reached $531.8M, up 24% YoY, with cloud revenue at $243.3M, up 45% YoY; free cash flow was $142.3M, a 32% increase YoY, and non-GAAP operating margin was 17.3%.

• Security products drove growth, now 10% of ARR and 16% of RPO; 74 customers generated over $1M in ARR, up 42% YoY.

• Strategic partnerships with NVIDIA and Hugging Face expanded AI artifact management; recognized as GitHub's 2025 Tech Partner of the Year.

• Board and management emphasized resilience, business continuity, and ongoing investment in people, products, and sustainability.

Voting matters and shareholder proposals

• Six proposals: election of four Class III directors, approval of non-employee director compensation, ratification of independent auditor, advisory say-on-pay, and binding votes on CEO and CTO compensation changes.

• Board recommends voting FOR all proposals; special voting requirements apply to director compensation under Israeli law.

Board of directors and corporate governance

• Board consists of 10 members, with staggered three-year terms; 30% are women.

• Board skills include CEO experience, finance, cybersecurity, technology, and governance.

• Board refreshment ongoing, with recent additions bringing new expertise.

• Lead independent director role established; board committees include audit (with cybersecurity subcommittee), compensation, and nominating/governance.

• Shareholder engagement expanded, with proactive outreach on compensation and governance.