Barry Zwarenstein
About Barry Zwarenstein
Barry Zwarenstein (age 76) is an independent Class II director of JFrog (FROG), serving since January 2020; his current term ends in 2025, and he is nominated to serve through 2028 . He chaired the Audit Committee in 2024 and is designated as the board’s “audit committee financial expert,” reflecting deep finance credentials as former CFO of Five9 (2012–Mar 2025; interim CEO Dec 2017–May 2018) and CFO of SMART Modular; he holds a B.Com., an MBA from Wharton, and is a Chartered Accountant (South Africa) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Five9, Inc. | Chief Financial Officer; Interim CEO | CFO Jan 2012–Mar 2025; Interim CEO Dec 2017–May 2018 | Public company finance leadership; operating oversight |
| SMART Modular Technologies, Inc. | SVP & CFO | Not disclosed | Finance leadership at electronics supplier |
| Dealertrack Technologies, Inc. | Director (prior) | Not disclosed | Board experience at public auto retail tech firm |
External Roles
| Company | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| ON24, Inc. (NYSE: ONTF) | Director | Public | Since Aug 2020 | Digital experience platform board member |
| Aria Systems, Inc. | Director | Private | Since Jul 2020 | Cloud billing/monetization board member |
Board Governance
- Committee assignments: Audit Committee chair; members include Zwarenstein (chair), Sela, Visoso, and Steele .
- Independence: The board determined Mr. Zwarenstein is independent under Nasdaq rules and meets enhanced independence standards for audit committee service .
- Attendance & engagement: The board held 7 meetings in 2024; every director attended at least 75% of board and committee meetings for their service period; the Audit Committee met 5 times .
- Risk oversight scope: The Audit Committee oversees financial reporting controls, legal/regulatory compliance, and cybersecurity/data privacy; in 2025 it formed a cybersecurity subcommittee (all audit members participate) .
- Lead independent director: Yossi Sela; independent director executive sessions are held at least twice per year .
Fixed Compensation (Non‑Employee Director)
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual board retainer (member) | $30,000 | Paid quarterly in arrears |
| Audit Committee chair fee | $20,000 | Chair receives chair fee, not member fee |
| Lead independent director fee | $10,000 | If applicable |
| Audit member fee (non-chair) | $10,000 | N/A to chair |
| Compensation Committee chair/member | $15,000 / $6,000 | If applicable |
| Nominating & Gov chair/member | $7,500 / $4,000 | If applicable |
Changes approved for 2025 (Proposal 6 passed): board retainer to $35,000; lead independent to $15,000; comp committee member to $7,500; nom/gov chair to $8,000; annual equity grant value to $200,000 .
| Director Compensation (2024) | Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Barry Zwarenstein | 50,000 | 149,678 | 199,678 |
| Source |
Shareholder support for the 2025 non‑executive director compensation program (Proposal 6): For 82,984,403; Against 111,965; Abstain 199,324 (approved) .
Performance Compensation (Equity Awards – Director Program Terms)
| Award Type | Grant Value | Vesting | Acceleration |
|---|---|---|---|
| Initial grant (new director) | $350,000 (options if within 1 year of policy effective date, otherwise RSUs) | 1/12 quarterly over 3 years (options) or 4 years (RSUs) from start date | Full vest upon “merger or sale,” subject to service through closing |
| Annual grant | $175,000 RSUs (increased to $200,000 for 2025) | 1/4 quarterly over 1 year from grant | Full vest upon “merger or sale,” subject to service through closing |
Outstanding awards for Mr. Zwarenstein (as of 12/31/2024): 43,750 options (fully vested and exercisable); 2,307 RSUs vesting in two equal installments on Feb 21, 2025 and May 21, 2025 .
Other Directorships & Interlocks
- Current public board: ON24, Inc. (NYSE: ONTF) .
- Current private board: Aria Systems, Inc. .
- Compensation committee interlocks: Company disclosed no compensation committee interlocks in 2024 (Mr. Zwarenstein is Audit chair, not on Comp Committee) .
Expertise & Qualifications
- Audit committee financial expert (Reg S‑K 407(d)(5)) as designated by JFrog’s board .
- Senior public-company CFO experience (Five9, SMART Modular) and interim CEO experience .
- Chartered Accountant (South Africa); MBA (Wharton); B.Com. (University of KwaZulu-Natal) .
Equity Ownership
| Component | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership | 69,386 | <1% of outstanding shares |
| Direct ordinary shares | 25,636 | Direct holdings (fn 8) |
| Options exercisable within 60 days | 43,750 | Fully vested/exercisable (fn 8); |
| RSUs outstanding | 2,307 | Vests 2/21/25 and 5/21/25 |
Policy safeguards: JFrog prohibits hedging, short sales, pledging, and holding shares in margin accounts for directors, officers, and employees .
Governance Assessment
- Strengths: Independent Audit Committee chair with audit “financial expert” designation and extensive CFO background; audit scope includes cybersecurity with a dedicated subcommittee; strong shareholder support for director pay program changes in 2025; insider trading policy bans hedging/pledging .
- Potential watch items: Time commitments—served as Five9 CFO through March 2025 alongside JFrog Audit chair duties; board monitors outside directorships and sets guidelines to limit additional public boards, with periodic review by the Nominating & Governance Committee .
Board Meeting & Committee Activity (2024)
| Metric | 2024 |
|---|---|
| Board meetings held | 7 |
| Director attendance | Each director ≥75% of board + committee meetings |
| Audit Committee meetings | 5 |
Related-Party & Conflicts Check
- Related-person transactions disclosed for 2024–2025 involved co‑founder Frederic Simon (consulting arrangement) and a family relationship between Mr. Simon and CEO Mr. Ben Haim; no related-person transaction involving Mr. Zwarenstein was disclosed .