Andy Vitus
About Andy Vitus
Andy Vitus is an independent Class II director of JFrog, serving on the board since January 2016. He is a Partner at Scale Venture Partners (joined 2003; Partner since April 2010) and holds a B.S. in Electrical Engineering from the University of Cape Town and an M.S. in Electrical Engineering from Stanford University . As of March 14, 2025, he is 51 years old and nominated to serve through the 2028 annual meeting, subject to re‑election . The board has determined Mr. Vitus is independent under Nasdaq rules, including enhanced independence standards for compensation committee members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JFrog (FROG) | Director (Class II) | Director since Jan 2016; current term expiring 2025; nominated to 2028 | Member, Compensation Committee; previously served on Audit Committee until March 20, 2025 |
| Scale Venture Partners | Partner; previously joined firm | Joined Jan 2003; Partner since Apr 2010 | Business expertise from venture capital industry |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Several privately held companies | Director | Not disclosed | Serves on boards of several private companies; no public company directorships disclosed |
Board Governance
- Independence: The board determined Mr. Vitus is an independent director under Nasdaq rules; he meets enhanced independence standards for compensation committee service .
- Committee memberships: Current member of the Compensation Committee (chair is Elisa Steele); the committee met seven times in 2024 . He also served on the Audit Committee until March 20, 2025 (Audit Committee chaired by Barry Zwarenstein; five meetings in 2024) .
- Attendance: In 2024, the board held seven meetings; each director attended at least 75% of board and applicable committee meetings .
- Lead Independent Director and executive sessions: Yossi Sela serves as Lead Independent Director; non‑employee and independent directors hold executive sessions no fewer than twice per year .
- Director elections: At the May 20, 2025 annual meeting, Mr. Vitus was re‑elected with 63,799,065 votes “For”, 19,423,713 “Against”, 72,914 “Abstain”, and 15,547,561 broker non‑votes .
Fixed Compensation
| Component | 2024 Amounts | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Andy Vitus) | $40,000 | Reported total cash fees for 2024; company cash fee schedule shown below |
| 2024 Cash Fee Schedule (Policy) | Board member: $30,000; Lead independent director: $10,000; Audit chair: $20,000; Audit member: $10,000; Compensation chair: $15,000; Compensation member: $6,000; Nominating chair: $7,500; Nominating member: $4,000 | Annual fees paid quarterly in arrears |
| 2025 Approved Changes (Policy) | Board member: $35,000; Lead independent director: $15,000; Compensation member: $7,500; Nominating chair: $8,000; Annual director RSU value: $200,000 | Changes recommended by Compensation Committee and approved by shareholders (Proposal 6) |
Performance Compensation
| Component | Value/Units | Vesting/Performance | Notes |
|---|---|---|---|
| Stock Awards (Andy Vitus, 2024) | $149,678 | Time‑based RSUs per annual policy | Grant date fair value under ASC 718 |
| Outstanding RSUs (as of 12/31/2024) | 2,307 RSUs | Vest in two equal quarterly installments on Feb 21 and May 21, 2025, subject to continued service | Individual vesting footnote |
| Director Equity Policy (2024) | Initial award value: $350,000; annual award value: $175,000 | Initial awards vest quarterly over 4 years; annual awards vest in four quarterly tranches over 1 year; change‑of‑control accelerates unvested director awards | 2025 annual award value increased to $200,000 |
- No performance metrics are used for director equity; director RSUs are time‑based and subject to accelerated vesting upon merger or sale, conditional on continued service through the transaction date .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Public company boards (current) | None disclosed; Mr. Vitus serves on boards of privately held companies |
| Committee interlocks | None; no compensation committee member was an officer/employee; no executive officer serves on a board/comp committee of an entity with executives serving on JFrog’s board/comp committee |
Expertise & Qualifications
- Venture capital partner (Scale Venture Partners), with business expertise deemed relevant by JFrog for board service .
- Technical education in Electrical Engineering (B.S., University of Cape Town; M.S., Stanford University) .
Equity Ownership
| Holder | Ordinary Shares | Percent of Outstanding | Breakdown |
|---|---|---|---|
| Andy Vitus | 183,918 | * | 3,461 held directly; 180,457 held by Mr. Vitus’ trust |
| Shares Outstanding (as of 3/14/2025) | 114,557,654 | — | Basis for percentage computation |
- Hedging/pledging policy: Directors are prohibited from hedging (options/derivatives, equity swaps, collars, exchange funds) and from pledging JFrog securities or holding them in margin accounts .
- Clawback: Company adopted an SEC/Nasdaq‑compliant clawback policy in October 2023 for executive officers’ incentive‑based compensation upon accounting restatements; director equity is time‑based and not covered as “incentive‑based” in these disclosures .
Governance Assessment
- Committee effectiveness: Vitus’ current service on the Compensation Committee aligns with his venture capital experience; enhanced independence standards are met .
- Attendance and engagement: Board met seven times in 2024; all directors met at least the 75% attendance threshold, indicating baseline engagement .
- Shareholder support signal: Vitus was re‑elected with a majority vote; his “Against” votes (19.4M) were modestly higher than co‑nominees Simon (19.1M) and Zwarenstein (18.3M), a datapoint for monitoring investor sentiment over time .
- Pay structure alignment: Director pay is primarily equity‑based via time‑vested RSUs; 2025 increases in cash fees and annual RSU value were approved by shareholders (overwhelming support for Proposal 6: 82,984,403 “For” vs 111,965 “Against”), supporting governance legitimacy of changes .
- Conflicts and related‑party: No related‑party transactions involving Vitus are disclosed; compensation committee interlocks explicitly absent . Company policy prohibits hedging and pledging, reducing alignment risks .
- RED FLAGS: None disclosed specific to Vitus (no pledging, no related‑party transactions, meets independence standards). Monitor change‑of‑control acceleration for director RSUs as a general governance sensitivity and any future shifts in committee roles or vote support .
Say‑on‑Pay & Shareholder Feedback (context for governance)
| Proposal | For | Against | Abstain | Broker Non‑Votes | Outcome |
|---|---|---|---|---|---|
| Re‑elect Andy Vitus (Class II Director) | 63,799,065 | 19,423,713 | 72,914 | 15,547,561 | Passed |
| 2025 Executive Officer & Director Compensation Policy | 49,206,256 | 33,492,695 | 596,741 | 15,547,561 | Passed (incl. special majority) |
| Changes to Non‑Executive Director Compensation (2025) | 82,984,403 | 111,965 | 199,324 | 15,547,561 | Passed |
| CEO serves as CEO & Chairman for 3 years | 61,021,071 | 22,078,068 | 196,553 | 15,547,561 | Passed (incl. special majority) |
| All results recorded at the May 20, 2025 annual meeting . |
Director Compensation (Andy Vitus – 2024)
| Metric | 2024 Value |
|---|---|
| Fees Earned or Paid in Cash ($) | $40,000 |
| Stock Awards ($) | $149,678 |
| Total ($) | $189,678 |
Equity Grants & Vesting (Andy Vitus)
| Grant/Units | Vesting Details | Notes |
|---|---|---|
| 2,307 RSUs (outstanding at 12/31/2024) | Vest in two equal quarterly installments on Feb 21 and May 21, 2025, subject to continued board service | Per director award footnote |
Related Policies Affecting Governance Confidence
- Hedging/Pledging: Prohibited for directors (reduces misalignment/credit risk) .
- Change‑of‑control for director equity: Unvested director awards fully vest upon merger or sale, conditioned on continued service through transaction date (monitor as potential entrenchment signal) .
- Clawback: SEC/Nasdaq‑compliant clawback applicable to executive officers (restatement‑based), reinforcing pay‑for‑performance culture at the top .
Notes on Committee Structure and Rotations
- Compensation Committee: Steele (Chair), Wassenaar, Vitus .
- Audit Committee: Zwarenstein (Chair), Sela, Visoso, Steele; Vitus served until March 20, 2025 (committee formed a cybersecurity subcommittee in 2025) .
- Nominating & Corporate Governance Committee: Wassenaar (Chair), Steele; oversees ESG and sustainability and executive sessions policy .