Eduard Grabscheid
About Eduard Grabscheid
Eduard (Ed) Grabscheid, 51, is Chief Financial Officer (Principal Financial and Principal Accounting Officer) of JFrog Ltd. (Nasdaq: FROG) since January 1, 2024, after serving as VP Finance from August 2019 to December 2023. He holds a B.B.A. in Accounting (California State University, Fresno) and an M.B.A. in Finance (San Jose State University), with prior roles at Atlona (CFO), ServiceMax, Intermolecular, and Cisco . 2024 executive incentives were tied 100% to net new annual recurring revenue (NNARR); the company achieved ~112% of the revised NNARR target (capped at 100% payout), and 2024 PSUs vested based on JFrog’s TSR exceeding the peer median, aligning incentives to growth and shareholder returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JFrog | VP Finance | Aug 2019 – Dec 2023 | Led FP&A and business operations; integral during IPO and public-company transition . |
| JFrog | CFO (Principal Financial Officer) | Jan 2024 – present | Oversees finance, reporting, controls; designated PFO and Principal Accounting Officer . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlona | CFO and VP Finance | Jan 2015 – Jul 2019 | Senior finance leadership at AV over IP manufacturer . |
| ServiceMax | VP Finance | 2014 – 2015 | Finance leadership in enterprise software . |
| Intermolecular | Senior Director of Finance | Jun 2011 – May 2014 | Corporate reporting and forecasting . |
| Cisco Systems | Various finance roles | prior to 2011 | Finance roles in large-cap tech . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 450,000 | 50% | 224,806 | Cash bonus plan weighted 100% on corporate NNARR; 2024 NNARR achieved ~112% vs revised target; payout capped at 100% . |
2024 Summary Compensation (total): Salary $450,000; Share Awards $2,674,380; Non-Equity Incentive $224,806; All Other $10,350; Total $3,359,536 .
Performance Compensation
- Annual cash bonus metric and outcome (FY2024): 100% corporate NNARR; achievement ≈112% vs revised target; payout capped at 100% of target .
- Equity mix and performance: 2024 awards for NEOs split 70% RSUs (time-based) and 30% PSUs (TSR vs peer median). 2024 PSU performance goal was achieved; 25% vested on March 1, 2025; remainder vests quarterly over 3 years (service-based) .
| Incentive | Metric/Grant | Weighting | Target | Actual | Payout/Vesting | Key Terms |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | NNARR (quarterly + annual) | 100% | Not disclosed | ~112% vs revised target (cap applied) | 100% of target paid (Ed: $224,806) | Plan capped at 100% unless original full-year target exceeded . |
| PSUs (2024 grant) | TSR vs 2024 peer median | 30% of 2024 LTI for NEOs | Median TSR | Achieved | 25% vested 3/1/2025; then quarterly over 3 years (service) | Performance satisfied; service vesting ongoing . |
| RSUs (2024 grant) | Time-based (commencement 6/1/2024) | 70% of 2024 LTI for NEOs | n/a | n/a | 25% vest 6/1/2025; then quarterly over 3 years | Retention-oriented; standard multi-year vesting . |
| New-Hire RSUs (1/1/2024) | $2,000,000 (57,786 RSUs) | n/a | n/a | n/a | 25% vested 3/1/2025; then 6.25% quarterly on 3/1, 6/1, 9/1, 12/1 | Double-trigger 100% acceleration on change in control . |
Equity Ownership & Alignment
- Beneficial ownership (as of Mar 14, 2025): 24,094 shares (<1%); comprised of 13,353 shares held + 10,741 options exercisable within 60 days .
- Pledging/hedging: Prohibited by Insider Trading Policy; executives may not pledge company securities or engage in hedging transactions .
- Ownership driver: Significant unvested RSUs/PSUs with multi-year vesting; alignment primarily via unvested equity and PSU TSR targets .
Outstanding equity awards (12/31/2024)
| Award | Shares Unvested | Market Value ($) | Vesting/Exercise Terms |
|---|---|---|---|
| RSUs (5/20/2024) | 15,412 | 453,267 | Time-based; 25% on 6/1/2025, then quarterly . |
| PSUs (5/20/2024) | 6,606 | 194,282 | 2024 TSR goal achieved; 25% on 3/1/2025, then quarterly . |
| New-Hire RSUs (1/1/2024) | 57,786 | 1,699,486 | 25% on 3/1/2025, then 6.25% quarterly . |
| RSUs (8/1/2023) | 8,525 | 250,720 | Time-based vesting per plan . |
| RSUs (6/17/2022) | 7,500 | 220,575 | Time-based vesting per plan . |
| RSUs (8/4/2021) | 562 | 16,528 | Time-based vesting per plan . |
| Options (9/4/2019) | 20,360 (exercisable) | — | Strike $9.31; expires 9/4/2029 . |
Notes: Market value uses $29.41 per share at 12/31/2024 (as used in the proxy) .
Employment Terms
| Item | Terms |
|---|---|
| Appointment & Role | CFO effective Jan 1, 2024; designated Principal Financial Officer; Principal Accounting Officer . |
| Base Salary & Target Bonus | $450,000 base; 50% target bonus (performance-based) . |
| New-Hire Equity | $2,000,000 RSUs (57,786 RSUs at grant); 25% vest 3/1/2025; then quarterly; double-trigger 100% acceleration on change in control . |
| 2024 Annual LTI | RSUs ($588,000; 15,412 shares) and PSUs ($252,000; 6,606 shares) granted 5/20/2024 . |
| Severance (non-Change-in-Control) | If terminated without cause or resigns for good reason: 6 months base salary (Ed: $225,000), up to 6 months COBRA (Ed: $13,011). No equity acceleration . |
| Change-in-Control (double trigger within 3 months before or 12 months after) | 12 months base salary (Ed: $450,000), pro rata target bonus (Ed: $225,000), up to 12 months COBRA (Ed: $26,022), 100% vesting acceleration of unvested equity (performance awards generally at target unless specified) . |
| Estimated CIC Payout (12/31/2024 scenario) | Total $3,535,881 = Cash $450,000 + Pro Rata Bonus $225,000 + Health $26,022 + Equity Acceleration $2,834,859 . |
| 280G/4999 Treatment | Best-net cutback—no excise tax gross-up . |
| Clawback | Company policy adopted Oct 2023 (SEC/Nasdaq compliant) and existing compensation policy clawback provisions . |
| Hedging/Pledging | Prohibited (no hedging, short sales, or pledging/margin accounts) . |
| Section 16 Compliance | One administrative delinquent Form 4 relating to an ESPP purchase (Feb 2024) noted; corrected . |
Investment Implications
- Pay-for-performance and retention: 2024 cash incentives were 100% tied to NNARR, and 2024 PSUs were tied to TSR vs peer median (achieved). This design aligns the CFO’s pay with growth and shareholder returns, and the multi-year RSU/PSU vesting supports retention through 2028 .
- Vesting cadence and potential selling pressure: Large unvested grants vest 25% at first anniversaries (3/1/2025; 6/1/2025) and then quarterly on 3/1, 6/1, 9/1, 12/1, potentially creating periodic supply from sell-to-cover or planned sales; insider policy prohibits hedging/pledging, which curtails risk-mitigating trades but enhances alignment .
- Change-in-control sensitivity: 100% acceleration on a double trigger plus 12 months salary and pro rata bonus suggests strong retention through a transaction and a meaningful equity value realization if a deal occurs (estimated $2.83M equity acceleration as of 12/31/2024) .
- Ownership alignment: Current beneficial ownership is de minimis (<1%); alignment is primarily via unvested equity and performance-linked PSUs rather than large outright holdings, which ties outcomes to ongoing value creation but provides limited downside exposure from personal share ownership .
- Governance and risk controls: Robust clawback, no excise tax gross-ups, and explicit prohibitions on hedging/pledging reduce governance red flags; one administrative Form 4 delinquency related to ESPP was disclosed as an error .
Sources: FROG 2025 DEF 14A (Apr 7, 2025) ; 2024 DEF 14A (Apr 10, 2024) ; 8-K CFO Transition (Sep 28, 2023) ; 10-Q Q3’25 signatures/exhibits (Nov 7, 2025) .