Luis Felipe Visoso
About Luis Felipe Visoso
Luis Felipe Visoso (age 56) has served as an independent Class III director of JFrog since 2024 with his current term expiring in 2026. He is currently CFO of SanDisk Corporation (NASDAQ: SNDK) since February 2025 following its separation from Western Digital; prior roles include CAO at Western Digital, CFO at Unity Software (2021–2024), CFO at Palo Alto Networks (2020–2021), CFO roles at Amazon (AWS and Worldwide Consumer), senior finance leadership at Cisco, and 23 years at Procter & Gamble. He holds a bachelor’s in Industrial Engineering and a minor in International Business from Tecnológico de Monterrey, and brings deep finance, cloud, cybersecurity, and software industry expertise.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SanDisk Corporation (NASDAQ: SNDK) | Chief Financial Officer | Feb 2025–present | Post-spin finance leadership for standalone entity |
| Western Digital Corporation | Chief Administrative Officer | Aug 2024–Feb 2025 | Corporate administration prior to SanDisk separation |
| Unity Software, Inc. | Chief Financial Officer | Apr 2021–Aug 2024 | Public company CFO; software platform scaling |
| Palo Alto Networks, Inc. | Chief Financial Officer | Jul 2020–Mar 2021 | Cybersecurity finance leadership |
| Amazon Web Services | Chief Financial Officer | Jan 2020–Jun 2020 | Cloud business finance oversight |
| Amazon Worldwide Consumer | Chief Financial Officer | Dec 2018–Jan 2020 | Consumer segment finance leadership |
| Cisco Systems, Inc. | SVP, Business, Technology & Operations Finance | Feb 2016–Dec 2018 | Enterprise tech finance; ops support |
| Procter & Gamble | Various Finance Leadership; VP, F&A Global Business Units | ~1993–Feb 2016 | 23-year tenure; global finance leadership |
External Roles
| Organization/Institution | Role | Status | Notes |
|---|---|---|---|
| Tecnológico de Monterrey | Industrial Engineering (BS) and minor in International Business | Education | Degree credentials |
No other current public company directorships are disclosed for Mr. Visoso in JFrog’s proxy.
Board Governance
- Committee assignments: Audit Committee member; serves on the Audit Committee’s cybersecurity subcommittee (all Audit members sit on this subcommittee). Audit Committee met 5 times in 2024; cybersecurity oversight was regular agenda. Chair: Barry Zwarenstein.
- Independence: Board determined Mr. Visoso is independent under Nasdaq rules and satisfies enhanced independence standards for audit committee membership.
- Board structure and attendance: JFrog’s board held 7 meetings in 2024; each director attended at least 75% of board and applicable committee meetings during their service period. Lead Independent Director: Yossi Sela. Executive sessions of non-employee directors occur at least twice annually.
- Tenure and class: Class III director since 2024; current term expires in 2026.
- Shareholder engagement and risk oversight: Active engagement program; risk oversight distributed across Audit (financial reporting, controls, compliance, cybersecurity & privacy), Compensation (compensation risk, D&I, succession), and Nominating & Governance (governance, qualifications, potential conflicts, ESG).
Fixed Compensation
Non-Employee Director cash compensation policy (2024 amounts):
| Cash Component | Annual Fee ($) |
|---|---|
| Board member | 30,000 |
| Lead non-employee director | 10,000 |
| Audit Committee chair | 20,000 |
| Audit Committee member | 10,000 |
| Compensation Committee chair | 15,000 |
| Compensation Committee member | 6,000 |
| Nominating & Governance chair | 7,500 |
| Nominating & Governance member | 4,000 |
2025 proposed changes (subject to shareholder approval):
| Cash Component | Proposed Annual Fee ($) |
|---|---|
| Board member | 35,000 |
| Lead independent director | 15,000 |
| Compensation Committee member | 7,500 |
| Nominating & Governance chair | 8,000 |
Mr. Visoso’s 2024 director cash fees and equity grant value:
| Name | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Luis Visoso | 17,692 | 371,001 | 388,693 |
Notes: Fees are pro-rated and paid quarterly; “Stock Awards” are grant-date fair values per ASC 718.
Performance Compensation
Director equity compensation policy:
- Initial award for new directors: RSUs with value $350,000, vesting quarterly over four years.
- Annual award: RSUs with value $175,000 (proposed $200,000 for 2025), vesting quarterly over one year.
- Change-in-control protection: Unvested director equity accelerates and fully vests upon merger/sale if the director continues service through closing.
Mr. Visoso’s outstanding director RSUs and vesting:
| Metric | Value/Detail |
|---|---|
| Outstanding RSUs (as of 12/31/2024) | 8,799 shares |
| Vesting schedule | 11 equal quarterly installments beginning January 23, 2025, subject to continued board service |
Other Directorships & Interlocks
- Current executive role: CFO of SanDisk Corporation since Feb 2025; previously senior finance executive roles at Western Digital, Unity Software, Palo Alto Networks, Amazon (AWS and Worldwide Consumer), Cisco, and Procter & Gamble.
- Related-party transactions: None disclosed involving Mr. Visoso; the only related-person transaction disclosed for 2024–2025 was a consulting arrangement with co-founder/director Frederic Simon.
Expertise & Qualifications
- Finance and Operations: Multi-decade CFO and senior finance leadership across consumer, enterprise software, cloud, and cybersecurity sectors.
- Industry breadth: Deep experience in cloud (AWS), cybersecurity (Palo Alto Networks), enterprise software (Unity, Cisco), and global consumer goods (P&G).
- Education: Industrial Engineering (BS) and minor in International Business, Tecnológico de Monterrey.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition |
|---|---|---|---|
| Luis Visoso | 2,400 | <1% | 1,600 shares held of record; 800 RSUs vesting within 60 days of March 14, 2025 |
- Anti-hedging and anti-pledging: Company policy prohibits directors from hedging or pledging JFrog securities, engaging in short sales, or trading derivative securities on JFrog.
Governance Assessment
- Board effectiveness: As an Audit Committee member and cybersecurity subcommittee participant, Visoso strengthens financial oversight and cyber risk governance; Audit met five times in 2024 with structured oversight of internal controls, compliance, and cybersecurity.
- Independence & attendance: Board determined him independent and audit-committee qualified; directors, including Visoso, met minimum attendance thresholds (≥75%) in 2024.
- Alignment & incentives: Director pay structure balances modest cash retainers with equity; Visoso received $371,001 in 2024 stock awards and holds 8,799 outstanding RSUs with multi-year vesting, aligning interests with shareholders.
- Conflicts/related-party exposure: No related-party transactions or disclosed conflicts involving Visoso; his external CFO role at SanDisk presents potential ecosystem proximity but no reported interlock or transaction with JFrog.
- Risk indicators and policies: Robust clawback policy adopted in Oct 2023 per SEC/Nasdaq rules; strict insider trading and hedging/pledging prohibitions reduce misalignment and reputational risks.
Overall signal: Strong audit and cybersecurity oversight with clear independence and ownership alignment; low disclosed conflict risk. Pending shareholder approval, 2025 updates slightly increase director cash and equity compensation but remain within policy caps, with continued performance- and service-based alignment.