Elisa Steele
About Elisa Steele
Elisa Steele (58) has served as an independent director of JFrog since March 2020. She is a former CEO of Namely and Jive Software and previously held senior roles at Microsoft and Skype; she holds a B.S. in Business Administration (University of New Hampshire) and an MBA (San Francisco State University) . Her current term runs through 2026, and the board classifies her as independent under Nasdaq standards, including enhanced independence for the audit and compensation committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Namely, Inc. | Chief Executive Officer | Aug 2018 – Jul 2019 | Led HR/financial software firm through transition |
| Jive Software, Inc. | Chief Executive Officer & President | Feb 2015 – Jul 2017 | Oversaw collaboration software business; Jive acquired by Aurea |
| Jive Software, Inc. | President; EVP Strategy & CMO; EVP Marketing & Products | Jan 2014 – Feb 2015 | Executive leadership across strategy, marketing, product |
| Microsoft (via Skype acquisition) | CVP & CMO, Consumer Apps & Services | Aug 2013 – Dec 2013 | Consumer applications marketing leadership |
| Skype | Chief Marketing Officer | Jul 2012 – Aug 2013 | Global marketing leadership for internet communications |
External Roles
| Company | Exchange/Ticker | Role | Status/Notes |
|---|---|---|---|
| Bumble Inc. | NASDAQ: BMBL | Director | Current |
| Nextdoor Holdings, Inc. | NYSE: KIND | Director | Current |
| Procore Technologies, Inc. | NYSE: PCOR | Director | Current |
| Amplitude, Inc. | NASDAQ: AMPL | Director | Tenure ends at Amplitude’s next AGM (expected Jun 12, 2025) |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee chair (appointed Mar 20, 2025); Nominating & Corporate Governance Committee member .
- Independence: Board determined Ms. Steele meets enhanced independence standards for audit and compensation committees .
- Attendance and engagement: Board held 7 meetings in 2024; each director attended at least 75% of board and applicable committee meetings; 8 of 9 directors attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors meet in executive session at least twice per year under corporate governance guidelines .
- Overboarding monitoring: Company guideline requires approval to serve on >3 other public boards; board reviewed Steele’s four boards and determined no impairment; her Amplitude tenure ends in June 2025, bringing her to three other boards thereafter .
Fixed Compensation
| Component | 2024 Amount ($) | 2025 Proposed ($) | Notes |
|---|---|---|---|
| Fees earned (Steele actual) | 47,500 | — | Aggregate cash fees paid in 2024 |
| Board member annual retainer | 30,000 | 35,000 (subject to shareholder approval) | |
| Lead independent director fee | 10,000 | 15,000 (subject to shareholder approval) | |
| Audit Committee chair fee | 20,000 | 20,000 | |
| Audit Committee member fee | 10,000 | 10,000 | |
| Compensation Committee chair fee | 15,000 | 15,000 | |
| Compensation Committee member fee | 6,000 | 7,500 (subject to shareholder approval) | |
| Nominating & Governance chair fee | 7,500 | 8,000 (subject to shareholder approval) | |
| Nominating & Governance member fee | 4,000 | 4,000 |
Performance Compensation
| Equity Component | 2024 Value/Count | Vesting/Terms | Notes |
|---|---|---|---|
| Stock awards fair value (Steele actual) | 149,678 ($) | Per grant agreements | Grant date fair value per ASC 718 |
| Option awards outstanding (Steele) | 50,000 (#) | Fully vested/exercisable | Option balance as of Dec 31, 2024 |
| RSUs outstanding (Steele) | 2,307 (#) | Vest in two equal quarterly installments on Feb 21 and May 21, 2025 | Unvested RSUs as of Dec 31, 2024 |
| Annual director equity grant policy | 175,000 ($) | RSUs vest quarterly over one year; continued service required | |
| Proposed annual director equity grant | 200,000 ($) | Subject to shareholder approval (Proposal 6) | |
| Change-in-control treatment (director awards) | Full acceleration of unvested director equity on merger/sale | Must continue service through transaction date |
Note: Non‑employee director equity is time‑based RSUs under the policy; no director PSUs or performance conditions are disclosed .
Other Directorships & Interlocks
- Compensation committee interlocks: None; no officer or employee served on the company’s compensation committee; no reciprocal interlocks disclosed .
- Potential interlocks/conflicts: Board discloses one family relationship (Frederic Simon is the brother‑in‑law of CEO Shlomi Ben Haim); Simon also has a paid consulting arrangement approved by shareholders, but no related party transactions are disclosed involving Steele .
- Overboarding consideration: Board concluded Steele’s four concurrent public company boards did not impair effectiveness and noted reduction to three after Amplitude AGM .
Expertise & Qualifications
- Industry and functional expertise: Former CEO (Namely, Jive), senior go-to-market leader (Microsoft/Skype), extensive software industry experience across collaboration, HR tech, and consumer applications .
- Education: B.S. Business Administration (University of New Hampshire); MBA (San Francisco State University) .
- Board qualifications: Determined independent; meets enhanced independence standards for audit and compensation committees, indicating strong governance alignment and committee eligibility .
Equity Ownership
| Holder | Shares Held | Options Exercisable (≤60 days) | RSUs Unvested | Ownership % |
|---|---|---|---|---|
| Elisa Steele | 20,081 | 50,000 | 2,307 | * (<1%) |
| Shares outstanding reference | 114,557,654 | — | — | — |
- Insider trading/hedging policy: Company prohibits short sales, trading in public options on company stock, hedging, and pledging for directors, officers, and employees .
- No pledging noted for Steele; policy prohibits pledging and margin accounts .
Governance Assessment
- Independence and workload: Steele is independent and serves on three key committees, currently chairing Compensation and serving on Audit (including cybersecurity subcommittee) and Nominating—indicative of high engagement and governance responsibility . Audit formed a cybersecurity subcommittee in 2025; all audit members, including Steele, serve on it .
- Attendance: Board disclosed all directors met at least the 75% attendance threshold in 2024, with robust committee activity (Audit: 5; Compensation: 7; Nominating: 7 meetings) .
- Pay alignment: 2024 director pay mix shows $47,500 cash and $149,678 equity for Steele; annual director equity grants are time‑based RSUs, aligning director interests with shareholders; change‑in‑control acceleration applies to non‑employee director awards . 2025 proposal increases cash and equity components modestly, subject to shareholder approval (Proposal 6) .
- Potential red flags: Overboarding risk (four other public boards) mitigated by board oversight and reduction to three post‑June 2025 . No Steele‑specific related party transactions disclosed; one board‑level family relationship and a paid consulting arrangement relate to Frederic Simon (co‑founder/director) .
- Shareholder protections: Robust anti‑hedging/pledging policy ; compensation policies include clawback provisions for office holders, double‑trigger change‑in‑control for executives, and shareholder approval for director compensation changes (Israeli Companies Law) .
Overall signal: Steele’s committee leadership (Compensation chair), multi‑committee service, and independence support board effectiveness; overboarding is monitored and expected to moderate in 2025; lack of related‑party exposure and restrictive insider trading policies bolster investor alignment .