Yossi Sela
About Yossi Sela
Lead Independent Director at JFrog Ltd. (FROG), age 72; director since May 2012 and Lead Independent Director since January 2020. Background includes Managing Partner at Gemini Israel Ventures (since 1999; with firm since 1993), Chairman of Bridges Israel (impact investment fund) since March 2018, and board member of Technion R&D Foundation. Education: B.Sc. Electrical Engineering (Technion) and MBA (Tel Aviv University). Independence affirmed under Nasdaq rules, including enhanced audit committee independence standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JFrog Ltd. | Director | Since May 2012 | Lead Independent Director since Jan 2020; central role in independent director executive sessions |
| JFrog Ltd. | Compensation Committee Member | Through March 20, 2025 | Signed FY2024 Compensation Committee report as member alongside Chair Jessica Neal and Yvonne Wassenaar |
| JFrog Ltd. | Audit Committee Member | Current | Member of Audit Committee; committee met 5 times in 2024 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gemini Israel Ventures | Managing Partner | Since 1999 (with firm since 1993) | Venture capital leadership; board experience across companies |
| Bridges Israel | Chairman | Since March 2018 | Impact investment governance |
| Technion R&D Foundation | Director | Current | Subsidiary of Technion Israel Institute of Technology |
Board Governance
- Independence: Board determined Sela is an “independent director” and meets enhanced independence standards for audit committee members under SEC/Nasdaq rules.
- Roles: Lead Independent Director responsible for calling and chairing independent director sessions, agenda input, and feedback to the chair. Executive sessions of non‑employee directors occur periodically, at least twice per year.
- Committees: Audit Committee member (chair is Barry Zwarenstein); Compensation Committee member through Mar 20, 2025 (current composition is Steele [chair], Wassenaar, Vitus); Nominating & Corporate Governance Committee currently comprises Steele and Wassenaar.
- Attendance: Board met 7 times in 2024; each director attended at least 75% of board and relevant committee meetings; eight of nine directors attended the 2024 annual meeting.
- Interlocks: No compensation committee interlocks or insider participation during 2024.
Fixed Compensation
| Item | 2024 Amount ($) |
|---|---|
| Board member retainer | 30,000 |
| Lead Independent Director fee | 10,000 |
| Audit Committee member fee | 10,000 |
| Total cash fees received (Sela) | 50,000 |
| Item | 2025 Proposed ($) |
|---|---|
| Board member retainer | 35,000 |
| Lead Independent Director fee | 15,000 |
| Compensation Committee member fee | 7,500 |
| Nominating & Governance chair fee | 8,000 |
| Annual equity grant value (policy) | 200,000 |
Note: 2025 director compensation changes require shareholder approval (Proposal 6).
Performance Compensation
| Metric | 2024 |
|---|---|
| Stock awards (grant-date fair value) | 149,678 |
| Outstanding RSUs (#) at 12/31/2024 | 2,307 |
| RSU vesting schedule | Two equal quarterly installments on Feb 21 and May 21, 2025 |
| Options outstanding | None |
| Change-of-control treatment | Unvested director equity fully accelerates upon merger or sale, subject to continued service through transaction date (single-trigger acceleration) |
Director equity awards are time-based RSUs; no performance metrics apply to director grants.
Other Directorships & Interlocks
| Company/Entity | Role | Public/Private | Committee Role |
|---|---|---|---|
| Gemini Israel Ventures | Managing Partner | Private | — |
| Bridges Israel | Chairman | Private | — |
| Technion R&D Foundation | Director | Private/non-profit subsidiary | — |
No disclosed public company directorships beyond JFrog; no reported interlocks.
Expertise & Qualifications
- Venture capital leadership and boardroom experience across Israeli companies; deep business expertise and governance familiarity.
- Technical and business education (B.Sc. EE; MBA), relevant to audit oversight and strategic risk evaluation.
- Board cites qualifications based on venture capital experience and Israeli company familiarity.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (ordinary shares) | 319,424; less than 1% of outstanding (114,557,654) |
| RSUs outstanding (12/31/2024) | 2,307; vesting on Feb 21 and May 21, 2025 |
| Options | None |
| Shares pledged as collateral | Prohibited by insider trading policy (pledging and hedging banned) |
| Section 16(a) compliance | No delinquent filings reported for Sela in 2024 (late filings noted for others) |
Governance Assessment
- Strengths: Independent status with enhanced audit committee independence; Lead Independent Director role central to board effectiveness and executive sessions; multi-committee experience (audit; compensation through Mar 2025). Board/committee cadence indicates active oversight (board 7x; audit 5x; comp 7x; nominating 7x in 2024).
- Alignment: Holds 319,424 shares; receives standard director RSUs with one-year vesting cadence; hedging/pledging prohibitions support alignment.
- Compensation signals: 2025 proposal modestly increases cash retainers and annual equity grants (to $200k), in line with director market norms; no meeting fees; equity remains time-based (no pay‑for‑performance features for directors).
- Conflicts: No related-party transactions disclosed involving Sela; related-party item pertains to co-founder Frederic Simon’s consulting arrangement, reviewed and approved.
- Red flags to monitor: Single-trigger acceleration of director equity upon merger/sale, which some investors view as misaligned versus double-trigger norms; lack of disclosed director stock ownership guidelines. (No guideline disclosure elsewhere in proxy.)
- Overall: Governance profile supports investor confidence via independence, leadership, and committee service; limited conflict exposure; compensation structure conventional for non‑employee directors with modest 2025 increases.