Frederic Simon

About Frederic Simon

Frederic Simon, age 53, is a JFrog co‑founder and Class II director, serving on the board since 2008; he previously held operating roles including Chief Architect (2008–2013), Chief Presale Engineer (2013–2018), and Chief Data Scientist (2019–June 2024), and transitioned to an external consulting role in June 2024. He holds a first degree from Prytanée National Militaire de La Flèche (France) and a Master’s in Computer Science from École Centrale de Lille (France). The board has determined Mr. Simon is not “independent” under Nasdaq rules, and he is the brother‑in‑law of CEO/Chairman Shlomi Ben Haim (a related‑party relationship). He was re‑elected at the 2025 AGM (For 64,125,469; Against 19,124,678; Abstain 45,545; Broker non‑votes 15,547,561).

Past Roles

External Roles

Board Governance

• Board structure and attendance
  • JFrog’s board had 10 members in 2024; board held seven meetings and each director attended ≥75% of board and committee meetings during their service period. Board size reduced to nine effective May 30, 2025 following Jessica Neal’s resignation.
  • Lead Independent Director: Yossi Sela; separate executive sessions of non‑employee and independent directors occur at least twice per year.
• Independence and committees
  • Independence: Mr. Simon is designated not independent (Nasdaq) if re‑elected; he has a disclosed family relationship as CEO’s brother‑in‑law.
  • Committee membership: JFrog committees comprise only independent directors; the Audit Committee (Zwarenstein, Steele, Sela, Visoso; chair Zwarenstein), Compensation Committee (Steele, Wassenaar, Vitus; chair Steele), and Nominating & Corporate Governance Committee (Wassenaar; chair, Steele) do not list Mr. Simon.
• 2025 AGM outcomes relevant to governance
  • Mr. Simon re‑elected as Class II director (For 64,125,469; Against 19,124,678; Abstain 45,545; Broker non‑votes 15,547,561).
  • Non‑executive director program changes approved; Executive & Director Compensation Policy approved.

Fixed Compensation

• Non‑employee director cash policy (2024)
  • Annual retainers: Board member $30,000; Lead Independent $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.
• Approved increases for 2025 (subject to shareholder approval)
  • Board member $35,000; Lead Independent $15,000; Compensation member $7,500; Nominating Chair $8,000; Annual RSU value $200,000; all changes approved at the 2025 AGM.
• Mr. Simon’s 2024 compensation (director fees and employment/consulting)
  • Director cash fees: $18,589.
  • All other compensation: $256,314, comprising salary $112,125, travel allowance $7,645, commissions $25,788, employee benefits $21,505 (as employee through June 4, 2024), and consulting fees $89,251 (after June 4, 2024).

Performance Compensation

• Director equity program structure (non‑employee directors)
  • Initial award: RSUs valued at $350,000 vesting quarterly over four years; Annual award: RSUs valued at $175,000 vesting quarterly over one year (value increased to $200,000 for 2025); double‑trigger acceleration upon merger/sale for non‑employee directors.
• Mr. Simon’s 2024 director stock awards: none; his outstanding share awards reflect prior employee RSU grants with time‑based schedules.

No performance metrics apply to Mr. Simon’s director compensation; his outstanding employee RSUs are time‑based (no PSUs disclosed for him).

Other Directorships & Interlocks

Expertise & Qualifications

• Co‑founder perspective and deep industry knowledge in DevOps, software supply chain, and data/ML, with prior CTO and consulting leadership at AlphaCSP and multiple technical leadership roles at JFrog.
• Formal engineering education: Master’s in Computer Science (École Centrale de Lille); early training at Prytanée National Militaire de La Flèche.

Equity Ownership

Employment & Contracts

• Consulting Agreement: Effective June 5, 2024 (employment ended June 4, 2024); daily rate $1,600 for up to two days per week; confidentiality, non‑competition, invention assignment; three‑month advance notice of termination; $89,251 paid for services to date; agreement filed as Exhibit 10.1 to Q2 2024 Form 10‑Q.

Board Governance – Additional Signals

• Executive sessions and risk oversight: committees review cybersecurity, AI/data privacy, compensation risk, and ESG; cybersecurity subcommittee formed in 2025 under Audit.
• AGM votes on compensation and governance:
  • Proposal 5 (2025 Executive Officer & Director Compensation Policy): For 49,206,256; Against 33,492,695; Abstain 596,741; approved with special majority.
  • Proposal 6 (changes to non‑executive director program): For 82,984,403; Against 111,965; Abstain 199,324; approved.
  • Proposal 7 (CEO also serves as Chairman for 3 years): For 61,021,071; Against 22,078,068; Abstain 196,553; approved with special majority.

Insider Trades

• Section 16 compliance: Company disclosed delinquencies for two other officers (Notman, Grabscheid) due to administrative error; no delinquent filings identified for Mr. Simon in 2024.

Governance Assessment

• Strengths
  • Significant “skin in the game”: ~3.8% beneficial ownership; unvested RSUs tie continued service to equity vesting; company prohibits hedging/pledging.
  • Deep product and technical expertise from co‑founder/operator roles, potentially enhancing board discussions on product, data, and ML strategy.
  • Documented attendance level threshold met by all directors (≥75%); robust committee oversight framework with independent membership and cybersecurity subcommittee formation.
• Risks/RED FLAGS
  • Not independent and family relationship (CEO’s brother‑in‑law) create perceived conflicts and potential influence risks; Mr. Simon is absent from key committees reserved for independent directors.
  • Related‑party consulting arrangement (post‑employment) with cash consideration and ongoing service terms; while approved and disclosed, it increases related‑party exposure.
  • Concentrated insider leadership (CEO also Chair approved for 3 years) raises board independence/oversight questions, partially mitigated by Lead Independent Director structure.
• Implications
  • Investors should monitor execution safeguards around related‑party transactions and independence (e.g., recusal on relevant votes, audit committee oversight of related transactions) and evaluate alignment via continued equity ownership and prohibition of hedging/pledging.