Tali Notman
About Tali Notman
Tali Notman is Chief Revenue Officer (CRO) at JFrog (FROG), serving in this role since January 2019. She is 42 and holds a B.A. in Social Sciences and a Masters in Legal Studies from Bar-Ilan University, Israel . 2024 incentive pay for executives (including the CRO) was tied to quarterly and annual net new annual recurring revenue (ARR), and her 2024 performance stock units (PSUs) were conditioned on JFrog’s 2024 total shareholder return (TSR) exceeding the median of a peer group; the TSR condition was met and 25% of the PSU target vested on March 1, 2025 .
Past Roles
| Organization | Role | Years | Strategic impact (disclosed) |
|---|---|---|---|
| JFrog | Chief Revenue Officer | Jan 2019 – present | Executive officer role |
| JFrog | Vice President, Sales | May 2015 – Dec 2018 | Executive officer role |
| JFrog | Director of Sales | Sep 2012 – Apr 2015 | Sales leadership |
| JFrog | Customer and Community Relation Manager | Jun 2011 – Sep 2012 | Customer/community relations |
| AlphaCSP | Director of Human Resources | Dec 2007 – Sep 2010 | Human resources leadership |
External Roles
No public company board roles or external directorships were disclosed for Ms. Notman in the proxy’s executive officer biographies and related sections .
Fixed Compensation
Multi-year reported compensation (Summary Compensation Table) for Tali Notman:
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $445,000 | $460,000 | $480,000 |
| Share Awards (Grant-date fair value, ASC 718) | $2,989,246 | $3,999,994 | $4,014,392 |
| Non-Equity Incentive Plan Compensation (Annual bonus paid) | $295,183 | $448,730 | $489,002 |
| All Other Compensation | $8,900 | $9,200 | $9,600 |
| Total | $3,738,329 | $4,917,924 | $4,992,994 |
Target annual cash incentive opportunity (high-level program parameters):
| Year | Base Salary | Target Bonus % | Target Bonus $ |
|---|---|---|---|
| 2023 | $460,000 | 100% | $460,000 |
| 2024 | $500,000 (effective for 2024) | 100% | $490,000 (prorated per effective date) |
Notes:
- Ms. Notman’s offer letter (effective Sep 1, 2020) provides at-will employment as CRO, current annual base salary of $500,000, and a target annual bonus equal to 100% of base salary, subject to predetermined performance parameters .
Performance Compensation
Annual cash incentive mechanics and outcomes
- Plan basis: quarterly and annual net new ARR goals for 2024; bonuses are performance-based and not guaranteed .
- 2024 outcome for Ms. Notman: actual bonus paid $489,002 vs. target ~$490,000 .
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Not disclosed | $490,000 target (100% of salary, prorated) | $489,002 | Near target | Cash; paid per plan |
Equity incentives (2024 awards and conditions)
- 2024 grants: RSUs with time-based vesting and PSUs with TSR-based performance plus service vest; for Ms. Notman: 91,742 RSUs ($3.5M targeted value) and 39,319 PSUs ($1.5M targeted value) .
- TSR performance condition for 2024 PSUs: JFrog’s 2024 TSR > median of 2024 compensation peer group; condition verified in Feb 2025; 25% vested on Mar 1, 2025, remainder vests quarterly over 3 years subject to service .
| Award (2024) | Metric | Target | Performance Outcome | Initial Vest | Ongoing Vesting |
|---|---|---|---|---|---|
| RSUs | Service-based | 91,742 RSUs | N/A | 25% on Jun 1, 2025 | Quarterly over next 3 years |
| PSUs | TSR > peer median (2024) | 39,319 PSUs (target) | Achieved; PSU eligible | 25% on Mar 1, 2025 | Quarterly over next 3 years |
Option awards (legacy)
| Grant Date | Options Exercisable | Options Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| 7/29/2020 (2011 Plan) | 15,000 | 0 | $23.00 | 7/29/2030 |
| 2/3/2020 (2011 Plan) | 2,500 | 0 | $15.12 | 2/3/2030 |
Vesting footnote references (company-wide patterns):
- RSUs generally vest 25% at 1-year anniversary of vest start date (e.g., June 1 for RSUs), then quarterly over 3 years .
- PSUs (once performance met) vest 25% at 1-year mark from PSU vesting commencement (e.g., Mar 1), then quarterly over 3 years .
Equity Ownership & Alignment
Beneficial ownership (as of Mar 14, 2025):
- Ms. Notman beneficially owns 372,231 ordinary shares (<1% of outstanding), comprised of 332,866 shares held directly and 39,365 options exercisable within 60 days . Applicable share count baseline: 114,557,654 shares outstanding .
| Holder | Shares Owned | % of Outstanding | Breakdown |
|---|---|---|---|
| Tali Notman | 372,231 | <1% | 332,866 shares + 39,365 options exercisable within 60 days |
Outstanding unvested awards at FY24 year-end (market value @ $29.41):
| Award/Grant | Unvested Shares | Market Value |
|---|---|---|
| 2024 RSUs (granted 5/20/2024) | 91,742 | $2,698,132 |
| 2024 PSUs (granted 5/20/2024; performance met) | 39,319 | $1,156,372 |
| 2023 RSUs | 109,122 | $3,209,278 |
| 2022 RSUs | 41,379 | $1,216,956 |
| 2021 RSUs | 6,068 | $178,460 |
| 2021 RSUs | 5,987 | $176,078 |
Hedging/pledging:
- JFrog prohibits employees and directors from hedging transactions or pledging company securities; this policy mitigates misalignment and margin call risks .
Share vesting and realized value (liquidity/supply signals during 2024):
| Metric (2024) | Shares | Value Realized |
|---|---|---|
| Options exercised (Notman) | 72,770 | $1,818,193 |
| Shares acquired on vesting (Notman) | 111,103 | $3,599,452 |
Employment Terms
Offer letter and ongoing terms:
- At-will CRO role under an offer letter effective Sep 1, 2020; current base salary $500,000 and target bonus 100% of base salary (performance-based) .
Severance and change-in-control (CIC):
- Standard involuntary termination (no CIC): lump sum equal to 6 months base salary and up to 6 months COBRA reimbursement (subject to release) .
- Double-trigger CIC (termination within 3 months before or 12 months after a CIC): 12 months base salary, pro rata target bonus for the year of termination, up to 12 months COBRA reimbursement, and 100% acceleration of unvested equity (performance awards deemed at target unless award specifies otherwise), subject to release .
- 280G/4999: “best-net” cutback; no excise tax gross‑ups .
Potential payments (as if terminated Dec 31, 2024):
| Scenario | Cash Compensation | Pro Rata Bonus | Health Benefits | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Involuntary termination (no CIC) | $250,000 | — | $16,294 | — | $266,294 |
| Double-trigger CIC termination | $500,000 | $500,000 | $32,589 | $8,767,151 | $9,799,740 |
Clawback/compensation recovery:
- The company maintains a compensation recovery policy consistent with applicable laws; exceptions include restatements due solely to changes in reporting standards or where recovery is impractical/inefficient as determined by the Compensation Committee .
Investment Implications
- High equity leverage with multi-year RSU and PSU grants: 2024 targeted equity for the CRO totaled ~$5.0M (91,742 RSUs and 39,319 PSUs), with four-year vesting; this creates ongoing quarterly supply of stock and aligns pay to performance via the TSR-conditioned PSU tranche (TSR test met for 2024) .
- Near-target cash bonus realization indicates incentive calibration tied to net new ARR execution; 2024 actual bonus was $489,002 vs. ~$490,000 target .
- Insider liquidity and supply: In 2024, Ms. Notman exercised 72,770 options and realized ~$1.82M, and vested 111,103 shares with ~$3.60M value—data points for modeling potential sell pressure around vest events and in-the-money option exercises .
- Retention and CIC economics: Double-trigger CIC provides 12 months base plus pro rata target bonus and full equity acceleration—substantial acceleration value (~$8.77M) could incentivize retention through a deal close but also concentrates exit economics around M&A outcomes .
- Alignment controls: Prohibition on hedging/pledging reduces misalignment risk; there are no excise tax gross-ups, and a “best-net” cutback applies, which shareholders typically view favorably .