JFrog (FROG) Proxy filing summary

Executive summary

• Achieved $531.8M in revenue for 2025, up 24% YoY, with cloud revenue at $243.3M, up 45% YoY; free cash flow reached $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 with ARR over $1M, up 42% YoY.

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

• Board and management focused on long-term value creation, operational efficiency, and integrating sustainability into corporate culture.

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 a mix of long-standing and new directors; 30% are women.

• Board committees: audit (with cybersecurity subcommittee), compensation, and nominating/governance; all committees comprised of independent directors.

• Lead independent director role established; board refreshment and diversity prioritized.

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