Shlomi Ben Haim
About Shlomi Ben Haim
Co-founder of JFrog; Chief Executive Officer since April 2008 and Chairman since January 2020. Age 55; B.A. in Business Administration and Management (Ben-Gurion University) and M.Sc. (Clark University). 2024 operating performance: revenue $428.5M (+22% YoY), Operating Cash Flow $110.9M, Free Cash Flow $107.8M, Net Dollar Retention 116%, and ~7,300 customers, with continued strategic focus on enterprise, security and cloud/SaaS expansion . In 2024-2025 compensation design, equity is strongly performance-linked, including PSUs tied to relative TSR vs a peer group with board certification of 2024 PSU achievement in Feb 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JFrog Ltd. | Co-Founder, CEO; Chairman | 2008–present; Chair since 2020 | Founder-led vision; scaled platform across DevOps/DevSecOps/MLOps; enterprise transition |
| AlphaCSP | CEO; Executive Director | CEO 2006–2009; Exec Dir 2000–2006 | Led software implementation business; operational leadership experience |
| Israeli Air Force | Officer (Major) | 1988–2000 | Led military units; command experience |
External Roles
No public company directorships disclosed beyond JFrog; principal role is CEO and Chairman at JFrog .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 (approved May 20, 2025) |
|---|---|---|---|
| Base Salary ($) | $500,000 | $600,000 (effective Apr 1, 2024) | $625,000 (effective Mar 1, 2025) |
| Target Bonus (% of Salary) | 75% | 100% (shareholders approved in May 2024) | Annual bonus eligibility; payable only on achieving predetermined performance parameter |
Performance Compensation
| Component | 2024 Grant (granted/approved May 20, 2024) | Metric | Target | Actual/Certification | Vesting |
|---|---|---|---|---|---|
| RSUs | 157,273 shares; targeted value $6.0M | Time-based | n/a | n/a | 25% on Jun 1, 2025; remainder quarterly over 12 quarters |
| PSUs | 157,274 shares; targeted value $6.0M | Relative TSR vs 2024 peer median | TSR > peer median | Achieved; certified Feb 2025 | 25% on Mar 1, 2025; remainder quarterly over 12 quarters |
| FY2025 Proposal | 203,784 RSUs ($7.0M/20-day avg price $34.35); 145,560 PSUs ($5.0M/avg price $34.35); 58% time-based, 42% performance-based | Relative TSR vs 2025 peer median | TSR > peer median | To be determined | 25% on Mar 1, 2026; remainder quarterly over 12 quarters |
Notes:
- 2024 PSU metric uses volume-weighted average price (VWAP) Dec 2024 vs Dec 2023; dividends assumed reinvested .
- 2025 PSU proposal uses VWAP Dec 2025 vs Dec 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 4,428,196 ordinary shares; 3.9% of 114,557,654 shares outstanding (as of Mar 14, 2025) |
| Outstanding Unvested Awards (12/31/2024) | RSUs/PSUs: 157,273 RSUs (2024); 157,274 PSUs (2024); 109,122 RSUs (2023); 98,210 PSUs (2023); 64,655 RSUs (2022); 9,437 RSUs (2021) |
| Shares Vested in 2024 | 203,838 shares vested; value realized $7,114,217 |
| Hedging/Pledging | Company policy prohibits hedging, short sales, pledging, options on company stock, margin accounts |
Employment Terms
| Scenario | Cash Severance | Health Benefits (COBRA) | Bonus | Equity Acceleration | Other |
|---|---|---|---|---|---|
| Involuntary termination (no change-in-control) | 12 months’ base salary ($600,000 at 12/31/2024) | Up to 12 months | — | — | $35,000 relocation lump sum (CEO-specific) |
| Double-trigger (CIC + qualifying termination) | 18 months’ base; pro-rata target bonus; (example: cash $900,000; pro-rata bonus $900,000 at 12/31/2024) | Up to 18 months | Pro-rata target | 100% acceleration of unvested equity; PSUs at target unless award says otherwise | $35,000 relocation lump sum |
| Contract structure | At-will offer letter; relocation reimbursement up to $50,000 per calendar year with tax gross-up; $35,000 lump sum if relocated back to Israel (policy in offer letter) |
Tax Treatment: No excise tax gross-ups; payments reduced if needed to maximize after-tax outcome under 280G/4999 .
Clawback: Policy enables recoupment of incentive compensation (bonuses/performance-based equity) on restatement .
Board Governance
- Director since 2008; CEO since 2008; Chairman since 2020 .
- Dual role (CEO + Chairman) re-approved for three years (through Sep 15, 2028 start date acknowledged from Sep 16, 2025) via shareholder special majority on May 20, 2025: For 61,021,071; Against 22,078,068 . Lead Independent Director (Yossi Sela) provides counterbalance; independent-only committees .
- Board Independence: Ben Haim not independent under Nasdaq; family relationship disclosed (co-founder Frederic Simon is married to Ben Haim’s sister) .
- Committee structure: Audit (Chair Barry Zwarenstein), Compensation (Chair Elisa Steele), Nominating & Governance (Chair Yvonne Wassenaar); all independent .
- Meetings/Attendance (2024): 7 board meetings; each director ≥75% attendance .
- Director Pay: Ben Haim receives no compensation for director/chair roles (employee director) .
Director Compensation (for completeness)
Non-executive director program increased for 2025 (e.g., board member $35,000; annual RSUs $200,000), approved May 20, 2025 . Not applicable to Ben Haim as an employee director .
Compensation Peer Group (Benchmarking)
- 2024 pay/performance peer set used for PSU and benchmarking included Alteryx, Appian, C3.ai, DigitalOcean, Elastic, Fastly, Five9, GitLab, HashiCorp, Intapp, Jamf, nCino, PagerDuty, Qualys, Rapid7, Semrush, Sprout Social, Tenable, Varonis .
- CEO total compensation positioned near 45th percentile in 2025 benchmarking; ~40th percentile in 2024 benchmarking .
Say-on-Pay & Shareholder Feedback
While Israeli Companies Law requires binding votes on executive pay and policy (not advisory), shareholders approved:
- Proposal 3 (CEO compensation changes): For 49,198,934; Against 33,504,548; Abstain 592,210 .
- Proposal 5 (2025 Compensation Policy): For 49,206,256; Against 33,492,695; Abstain 596,741; special majority satisfied .
- Proposal 7 (CEO+Chairman dual-role renewal): For 61,021,071; Against 22,078,068; Abstain 196,553; special majority satisfied .
Compensation Structure Analysis
- Cash vs Equity Mix: Very high variable/equity share of TDC; for 2024, fixed cash ~5.63% of CEO target TDC; variable ~94.37% (annual bonus + RSUs/PSUs), with 50% of equity performance-based (PSUs) .
- Year-over-Year Changes: 2024 increased base salary to $600k and bonus target to 100%; 2025 base to $625k; expanded PSU program beyond CEO starting 2024; continued performance linkage via TSR PSUs .
- Governance Safeguards: Double-trigger CIC vesting; no excise tax gross-ups; clawback; independent-only committees; prohibition on hedging/pledging .
- Related Parties: Family tie between Ben Haim and Frederic Simon disclosed (potential governance sensitivity); non-executive compensation program managed by comp committee; related party oversight via audit committee policy .
Equity Ownership & Vesting Schedules (Insider Selling Pressure)
- Significant scheduled RSU/PSU quarterly vests for 2024 grants (beginning Mar/Jun 2025) create regular supply events; 203,838 shares vested for Ben Haim in 2024, indicating scale of equity liquidity over time . Company prohibits hedging/pledging, which reduces alignment risks .
Employment Terms
- Severance multiple (no CIC): 12 months salary + up to 12 months COBRA + $35k relocation (CEO) .
- CIC economics (double trigger): 18 months salary + pro-rata bonus + up to 18 months COBRA + 100% equity acceleration (PSUs at target unless otherwise specified) + $35k relocation (CEO) .
- Offer letter provides relocation reimbursements with tax-neutral treatment up to $50,000 per calendar year; lump sum $35,000 on relocation back to Israel .
Investment Implications
- Alignment: Heavy performance-based equity (PSUs tied to relative TSR) and clawback indicate pay-for-performance; prohibition on hedging/pledging and double-trigger CIC vesting further align long-term shareholder interests .
- Retention: 4-year vest schedules with quarterly vesting and recurring equity grants provide strong retention hooks; 2025 approved pay changes suggest continued board support for CEO retention amid growth priorities .
- Governance risk-mitigants: CEO+Chair dual-role approved with lead independent director and independent committees; disclosed family relationship is a governance sensitivity but mitigated by committee independence and related-party oversight .
- Performance backdrop: Robust 2024 growth (22% revenue, strong cash generation) underpins PSU achievement and supports compensation outcomes; continued enterprise/security/cloud focus is consistent with strategic execution .