Sigal Zarmi
About Sigal Zarmi
Independent, non-employee director appointed to JFrog’s Board effective November 1, 2025; designated to the Audit Committee and the Nominating & Corporate Governance Committee . Former CIO and large-scale transformation executive (Morgan Stanley International CIO & Global Head of Transformation; Vice Chairman & Global CIO of PwC; CIO of GE Capital Americas; CIO of Staples) with current board roles at ADT, GoDaddy, and Global Atlantic; Senior Advisor at Boston Consulting Group. She holds an MBA from Columbia University and a B.Sc. in Engineering from Technion – Israel Institute of Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | International CIO & Global Head of Transformation | Oct 2018 – Jul 2021 | Led global transformation initiatives |
| PwC | Vice Chairman & Global CIO | — | Enterprise tech modernization |
| GE Capital, Americas | Chief Information Officer | — | Financial services IT leadership |
| Staples, Inc. | CIO | Aug 2023 – Feb 2024 | Digital/IT leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ADT Inc. (Nasdaq: ADT) | Director | Current | Public company board |
| GoDaddy (NYSE: GDDY) | Director | Current | Public company board |
| Global Atlantic Financial Group | Director | Current | Financial services board |
| Boston Consulting Group | Senior Advisor | Current | Strategy advisory |
| HashiCorp (Nasdaq: HCP at time of service) | Director | Prior (company acquired by IBM) | Cloud infrastructure; prior role |
| DataRobot | Director | Prior | AI platform; prior role |
Board Governance
| Area | Details |
|---|---|
| Committee Assignments | Audit Committee; Nominating & Corporate Governance Committee (effective Nov 1, 2025) |
| Independence | Only independent directors serve on JFrog’s board committees; she is appointed to Audit and Nominating committees |
| Indemnification | Standard form of indemnification agreement to be executed (form previously filed with S-1) |
| Related Party/Conflicts | Company disclosed no direct or indirect material interest in any transaction per Item 404(a) and no appointment arrangements/understandings |
| Insider Policy | Hedging, pledging, short sales, and derivatives prohibited for directors and employees |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board Cash Retainer | $35,000 per annum (2025 change from $30,000) | |
| Audit Committee Member Fee | $10,000 per annum | |
| Nominating & Governance Committee Member Fee | $4,000 per annum | |
| Annual Equity Grant (RSUs) | $200,000 grant-date fair value; vests 1/4 quarterly over one year, subject to continued service (2025 change from $175,000) | |
| Initial Equity Grant (RSUs) | $350,000 grant-date fair value upon joining; vests 1/12 quarterly over four years, subject to continued service | |
| Change-in-Control Treatment | Unvested director equity accelerates and fully vests upon merger or sale if director continues through transaction date | |
| Policy Applicability | Non-Employee Director Compensation Policy amended May 20, 2025 governs cash and equity awards | |
| Compensation Disclosure | 8-K states she will receive standard compensation and equity awards under the policy |
Performance Compensation
No performance-based compensation disclosed for non-employee directors; director equity awards are time-based per the policy .
Other Directorships & Interlocks
| Company | Relationship to JFrog | Potential Interlocks/Conflicts |
|---|---|---|
| ADT; GoDaddy; Global Atlantic | External boards | Company disclosed no related-party transactions or appointment arrangements for Zarmi |
| HashiCorp (prior); DataRobot (prior) | Prior boards | No JFrog-related transactions disclosed |
Expertise & Qualifications
- Enterprise-scale CIO across financial services, consulting, consumer/industrial tech; deep digital transformation and governance experience .
- Board experience across cybersecurity (ADT), internet infrastructure (GoDaddy), and financial services (Global Atlantic) .
- Education: MBA (Columbia University), B.Sc. Engineering (Technion) .
Equity Ownership
| Item | Status | Source |
|---|---|---|
| Initial Beneficial Ownership (Form 3) | No securities beneficially owned at appointment (filed Nov 3, 2025) | |
| Power of Attorney | Executed Nov 1, 2025 for Section 16 filings | |
| Hedging/Pledging | Prohibited under company insider trading policy | |
| Expected Equity Grants | Initial RSU ($350k) and annual RSU ($200k) per policy; standard vesting (time-based) |
Governance Assessment
- Board effectiveness: Appointment strengthens Audit and Nominating & Governance benches with seasoned CIO/transformation expertise; these committees oversee financial reporting, cybersecurity, AI/data privacy, director qualifications, and ESG governance .
- Independence and conflicts: Appointed as a non-employee director with no Item 404(a) related-party transactions and standard indemnification; committee membership aligns with Nasdaq independence requirements and JFrog’s practice that only independent directors serve on committees .
- Ownership alignment: Initial Form 3 shows zero ownership at start; alignment will be driven by standard director RSU grants with multi-year vesting and strict prohibitions on hedging/pledging, plus full acceleration only upon merger/sale (typical market terms) .
- RED FLAGS: None disclosed—no related-party transactions, no pledging/hedging permitted, and no attendance concerns yet (recent appointment). Note acceleration of director awards upon merger/sale, which is common but investors should monitor change-in-control sensitivity .