Yoav Landman
About Yoav Landman
Co-founder of JFrog, Yoav Landman has served as Chief Technology Officer and a Class III director since April 2008; age 53; creator of JFrog Artifactory; education includes a Masters of Computing (RMIT, Australia) and an LL.B. (University of Haifa) . Company operating performance in 2024: revenue $428.5M (+22% YoY), cloud revenue +41% YoY, Net Dollar Retention 116%, Operating Cash Flow $110.9M and Free Cash Flow $107.8M, underlining growth and cash generation that frame executive pay-for-performance design . 2024 executive incentives were tied to NNARR (net new ARR) with 112% achievement vs revised target (capped at 100% payout), and PSUs vested based on 2024 TSR outperforming the peer median; board verified PSU performance in Feb-2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| JFrog Ltd. | Co-Founder & Chief Technology Officer | Apr 2008–present | Technical co-founder; creator of Artifactory; drives platform architecture and product innovation . |
| AlphaCSP | Senior Consultant and member of management | Jan 2002–Dec 2008 | Enterprise software consulting/management experience ahead of JFrog founding . |
Fixed Compensation
| Metric (USD unless noted) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | $348,063 | $320,865 | $347,769 |
| Target annual bonus (% of salary) | — | 60% | 60% |
| Actual annual bonus paid ($) | $150,730 | $198,271 | $219,365 |
| Share awards grant-date fair value ($) | $1,464,834 | $1,999,997 | $2,007,184 |
| All other compensation ($) | $75,470 | $69,509 | $73,727 |
| Total compensation ($) | $2,039,097 | $2,588,642 | $2,648,045 |
Notes:
- 2024 base pay and non-equity bonus were paid in NIS and converted at 3.7 NIS/USD average; other comp includes statutory Israeli benefits (severance/pension/education funds) and a travel allowance .
- 2024 base salary (inclusive of a travel allowance) equated to NIS 1,387,000; effective Mar 1, 2025, base increased to NIS 1,460,000 (~$394,595 at 3.7 NIS/USD) subject to shareholder approval .
Performance Compensation
| Incentive | Metric | Weight | Target | Actual/Outcome | Payout | Vesting |
|---|---|---|---|---|---|---|
| FY2024 Annual Bonus | NNARR (net new ARR), corporate-only | 100% | Quarterly and annual NNARR targets (adjusted to reflect FY24 guidance) | ~112% of revised full-year target; capped at 100% unless original full-year target exceeded | 100% of target | Cash (quarterly/annual) |
| 2024 PSUs | TSR vs 2024 peer median (Dec’24 VWAP vs Dec’23) | 30% of 2024 LT equity | Company TSR > peer median | Achieved; verified Feb 2025 | Eligible | 25% vests Mar 1, 2025; remainder vests quarterly over 3 years |
| 2024 RSUs | Time-based | 70% of 2024 LT equity | N/A | N/A | N/A | 25% vests Jun 1, 2025; remainder vests quarterly thereafter |
| 2025 PSUs (proposed) | TSR vs 2025 peer median (Dec’25 vs Dec’24 VWAP) | 20% of 2025 LT equity | Company TSR > peer median | If met | Eligible | 25% vests Mar 1, 2026; remainder vests quarterly over 3 years (subject to shareholder approval) |
| 2025 RSUs (proposed) | Time-based | 80% of 2025 LT equity | N/A | N/A | N/A | 25% vests Mar 1, 2026; remainder vests quarterly over 3 years (subject to shareholder approval) |
Grant sizes:
- 2024 grants: RSUs 45,871 ($1.75M target value), PSUs 19,659 ($0.75M target value), split 70/30 RSU/PSU for non-CEO NEOs .
- 2025 proposed: RSUs 79,185 ($2.72M), PSUs 19,796 ($0.68M), using $34.35 20D average price; 80/20 RSU/PSU mix for CTO .
Equity Ownership & Alignment
- Beneficial ownership: 6,319,188 ordinary shares (5.5% of outstanding as of Mar 14, 2025), indicating significant founder-level alignment .
- Hedging/pledging: Company policy prohibits short sales, options/derivatives, hedging, and pledging or holding shares in margin accounts by directors/officers/employees, enhancing alignment with shareholders .
Outstanding unvested equity at 12/31/2024:
| Grant date | Type | Unvested shares | Vesting schedule (summary) |
|---|---|---|---|
| 5/20/2024 | RSUs | 45,871 | 25% on Jun 1, 2025; then quarterly until fully vested |
| 5/20/2024 | PSUs | 19,659 | Performance met; 25% on Mar 1, 2025; then quarterly until fully vested |
| 5/15/2023 | RSUs | 54,561 | Time-based quarterly vesting following initial cliff |
| 5/16/2022 | RSUs | 31,034 | Time-based quarterly vesting following initial cliff |
| 5/13/2021 | RSUs | 4,262 | Time-based quarterly vesting following initial cliff |
2024 equity delivery:
- Shares vested in 2024: 61,952; value realized on vesting $2,017,483, indicating ongoing quarterly supply from scheduled vesting (not necessarily sales) .
Employment Terms
- Agreement: JFrog employment agreement effective Sep 1, 2020; role: CTO; base salary paid in NIS (NIS 1,387,000 in 2024; proposed NIS 1,460,000 from Mar 1, 2025); target bonus 60% of base; eligible for standard Israeli benefits (severance fund 8.33%, pension/manager’s insurance ~6.5%, education fund contributions) and a travel allowance up to NIS 5,500/month .
- Severance and change-in-control protections: Double-trigger equity acceleration is documented in award agreements; Israeli employment letter provides severance benefits broadly consistent with U.S. NEOs .
- Estimated termination economics (as if 12/31/2024):
- Without change-in-control: Cash $178,514; health benefits $28,384; total $206,898 .
- With change-in-control (3 months before to 12 months after) and qualifying termination: Cash $357,027; pro-rata bonus $224,919; social/other benefits $56,769; equity acceleration $4,569,932; total $5,208,647 .
- Clawback: Company-wide clawback policy adopted Oct 2023 (SEC/Nasdaq compliant) and compensation policy permits recovery of excess incentive/PSU value upon accounting restatement (subject to specified limitations) .
Board Governance (director service and dual-role implications)
- Board service: Class III director since 2008; current term through the 2026 AGM .
- Independence: Not an independent director under Nasdaq rules (as an executive officer) .
- Committee roles: All three standing committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors; Landman is not listed as a member of any committee, reducing conflicts from his executive role .
- Board process: Seven board meetings in 2024; each director attended at least 75% of applicable meetings; lead independent director (Yossi Sela) in place to counterbalance the CEO/Chairman structure .
- Director pay: Employee directors are not paid for board service; Landman receives no additional director compensation .
Compensation Structure Analysis and Peer Benchmarking
- Mix and performance linkage: For 2024, Landman’s target total compensation skewed heavily to at-risk pay via annual bonus and equity (RSUs/PSUs), consistent with JFrog’s pay-for-performance philosophy; non-CEO NEOs received 70% RSUs/30% PSUs, adding a performance component tied to relative TSR .
- 2025 proposals: For retention, the CTO’s proposed equity mix shifts to 80% RSUs/20% PSUs with a TSR hurdle at peer median, maintaining performance linkage while emphasizing retention (subject to shareholder approval) .
- Benchmarking: A December 2024 Compensia study placed Landman’s total compensation around the 50th percentile versus a 19-company software/security peer set (e.g., Appian, C3.ai, Confluent, Elastic, GitLab, Rapid7, SentinelOne, Tenable, Varonis) .
- Bonus metrics rigor: FY2024 cash bonus was 100% tied to NNARR with a cap, and the company adjusted targets to reflect guidance; payout was capped at 100% despite 112% achievement of revised target, indicating constraint against windfall overpayment .
Equity Ownership & Pledging/Hedging Policies (alignment and risk)
- Skin-in-the-game: 5.5% beneficial ownership underscores strong founder alignment with long-term value creation .
- Risk controls: Prohibitions on pledging, margin, short sales, derivatives, and hedging limit misalignment and reduce forced-selling risk from margin calls .
Related Party Transactions
- No related person transactions were disclosed involving Landman in the 2025 proxy; director-related party items disclosed pertained to another co-founder’s consulting arrangement approved by shareholders .
Director Compensation (as director)
- Landman receives no incremental cash or equity for director service due to his employee status .
Compensation Committee and Policy
- Independent comp committee (chair Elisa Steele) oversees policy, peer selection, and NEO pay; 2025 Executive Officer and Director Compensation Policy (subject to shareholder approval) refines limits and allows equity settlement of special bonuses, maintains variable pay caps (97% of total) and double-trigger CIC norms .
Investment Implications
- Strong founder alignment (5.5% stake) and explicit prohibitions on hedging/pledging reduce agency risk and signal long-term orientation; however, sizable quarterly vesting across multiple RSU/PSU grants creates predictable supply that can influence trading around vest dates and open windows .
- 2024–2025 performance linkages (NNARR and relative TSR PSUs) align pay with growth and market-relative outcomes; the 2024 bonus cap and PSU hurdle validation suggest discipline, while the 2025 mix tilt (80/20 RSU/PSU) emphasizes retention amid strategic AI/security initiatives .
- Change-in-control economics are material (estimated ~$5.21M including full equity acceleration as of 12/31/24), which can influence behavior in strategic transactions but remain within standard double-trigger constructs; award-level documentation governs acceleration .
- Governance mitigants to dual roles (executive + director) include fully independent committees and a lead independent director, though overall board independence remains important as CEO also serves as Chairman (up for reapproval), elevating the role of independent oversight in compensation and risk .