Yvonne Wassenaar
About Yvonne Wassenaar
Independent director of JFrog Ltd. since September 2022; age 56; currently Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee, with independence affirmed under Nasdaq rules and enhanced independence standards for her committee roles . Prior CEO experience at Puppet (2019–2022) and Airware (2017–2018), plus senior leadership roles at New Relic (CIO) and VMware, bring deep software, cloud, DevOps, and security governance expertise . She concurrently serves on the boards of Arista Networks (ANET), Braze (BRZE), Rubrik (RBRK), and Forrester Research (FORR; tenure ending May 13, 2025), with the JFrog board concluding this outside service has not impaired effectiveness and will be within guidelines after the Forrester exit .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Puppet, Inc. | Chief Executive Officer | Jan 2019 – May 2022 | Led IT automation software company; operating and cyber governance relevance |
| Airware | Chief Executive Officer | Jun 2017 – Sep 2018 | Enterprise drone solutions; risk, safety, and data governance exposure |
| New Relic, Inc. | Chief Information Officer; prior roles | Aug 2014 – May 2017 | Cloud observability; IT controls and digital risk alignment |
| VMware, Inc. | Senior positions | Prior to 2014 | Virtualization; enterprise software operating experience |
External Roles
| Company | Role | Exchange/Ticker | Status/Notes |
|---|---|---|---|
| Arista Networks | Director | NASDAQ: ANET | Active |
| Braze | Director | NASDAQ: BRZE | Active |
| Rubrik | Director | NYSE: RBRK | Active |
| Forrester Research | Director | NASDAQ: FORR | Tenure ends at FORR AGM on May 13, 2025 |
| Alation (private) | Director | — | Active |
| Prior: Anaplan; Mulesoft | Former Director | — | Companies acquired; prior public board experience |
Board service limits: JFrog guidelines discourage >3 additional public boards; Wassenaar served on four until FORR exit. Board determined this has not impaired her effectiveness and will return to guideline-compliant level after May 13, 2025 .
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee Chair; both committees composed solely of independent directors .
- Independence: JFrog’s board determined Wassenaar is an independent director; meets enhanced independence standards for compensation and governance committees .
- Attendance/engagement: Board met seven times in 2024; each director attended at least 75% of board and applicable committee meetings; Comp Committee met seven times and Nom/Gov met seven times in 2024 .
- Board leadership: Lead Independent Director is Yossi Sela; executive sessions of non-employee/independent directors held at least twice per year .
Fixed Compensation
| Item | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 36,000 | Paid quarterly in arrears; pro-rated if role changes |
| Standard Annual Cash Schedule (policy) | — | Board $30,000; Lead Independent +$10,000; Audit Chair +$20,000; Audit Member +$10,000; Comp Chair +$15,000; Comp Member +$6,000; Nom/Gov Chair +$7,500; Nom/Gov Member +$4,000 |
| 2025 Proposed Cash Changes (subject to shareholder approval) | — | Board $35,000; Lead Independent $15,000; Comp Member $7,500; Nom/Gov Chair $8,000 |
Fees are paid quarterly and pro-rated; as Nom/Gov Chair and Comp Committee member, Wassenaar’s cash mix is driven by role-based retainers rather than meeting fees .
Performance Compensation
| Award Type | Shares (#) | Grant Date Fair Value ($) | Vesting Schedule | Acceleration |
|---|---|---|---|---|
| 2024 Director Stock Awards (RSUs, annual) | — | 149,678 | Annual RSUs vest quarterly over one year | Full acceleration on merger/sale while serving as director |
| Outstanding RSUs (as of 12/31/2024) | 6,422 | — | 2,307 RSUs vest 2/21 and 5/21/2025; 4,115 RSUs vest 3/29, 6/29, 9/29/2025 | Full acceleration on merger/sale |
Director equity has no performance metrics; grants are time-based RSUs with standard quarterly vesting; initial director award ($350,000 RSUs) for new directors and annual RSUs ($175,000, proposed to $200,000) per policy .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Public boards | Arista (ANET), Braze (BRZE), Rubrik (RBRK), Forrester (FORR; ending May 13, 2025) |
| Overboarding policy | Guideline discourages >3 additional public boards; board reviewed and determined Wassenaar’s four-board period did not impair effectiveness; returns to three after FORR exit |
| Interlocks | Compensation Committee interlocks: none; no reciprocal executive/director overlaps disclosed |
Expertise & Qualifications
- Technology and software leadership (Puppet CEO; New Relic CIO; VMware senior roles), relevant to DevOps, cybersecurity, data governance, and enterprise software risk oversight .
- Active governance practice: chairs Nom/Gov; independent member on Compensation Committee, aligning with board composition and independence standards .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 23,808 |
| % of shares outstanding | 0.021% (23,808 / 114,557,654) using reported outstanding shares |
| RSUs vesting within 60 days | 1,371 |
| Outstanding unvested RSUs | 6,422 |
| Options | None disclosed for Wassenaar in director table |
| Hedging/pledging | Prohibited by Insider Trading Policy (shorts, derivatives, hedging, pledging, margin) |
Director Compensation Mix & Ownership Alignment
- 2024 cash vs equity mix: Cash $36,000; Equity $149,678; ~19% cash / ~81% equity, reinforcing alignment to shareholder value through equity-based compensation .
- Director equity accelerates on change-of-control while serving; investors may view acceleration as standard but assess for potential entrenchment incentives .
Insider Trading & Section 16 Compliance
| Item | Status |
|---|---|
| Hedging/Pledging | Prohibited for directors |
| 2024 Section 16(a) filings | Company reported certain late filings for other executives; no delinquent Form 4 disclosure for Wassenaar |
Potential Conflicts & Related Party Exposure
- Related party transactions: Proxy discloses consulting arrangement with director Frederic Simon (CEO’s brother-in-law); no related party transactions disclosed involving Wassenaar .
- Outside board service: Temporary overboarding risk mitigated by planned exit from Forrester; board determined no impairment to her effectiveness during the period .
Governance Assessment
- Strengths: Independent; chairs Nom/Gov and serves on Comp; strong software operations/cyber background; active committee cadence (Comp and Nom/Gov met seven times each in 2024); board-level attendance threshold met .
- Alignment: Equity-heavy director pay; hedging/pledging prohibited; meaningful personal ownership with ongoing RSU vesting .
- Watch items:
- Overboarding: Four public boards in addition to JFrog through May 2025; board concluded non-impairment and reversion to guideline after Forrester exit (monitor ongoing load across Arista/Braze/Rubrik) .
- Change-of-control acceleration: Director RSUs fully accelerate on merger/sale; standard but evaluate for investor preference on CIC equity treatment .
Overall, Wassenaar’s governance profile supports board effectiveness in technology risk, cyber/data oversight, and human capital governance, with independence, active committee leadership, and equity alignment. Temporary overboarding was addressed and brought back within policy, and no related party transactions or hedging/pledging risks are disclosed .