Chelouche is a board member of Tower Semiconductor Ltd., Malam Team Ltd., and until February 2024 served as an external director of the Tel Aviv Stock Exchange (TASE). Mr. Chelouche earned B.A. in Economics and Statistics from Tel Aviv University, and an M.B.A. from INSEAD University in Fontainebleau, France.
Chelouche is a board member of Tower Semiconductor Ltd., Malam Team Ltd., and until February 2024 served as an external director of the Tel Aviv Stock Exchange (TASE). Mr. Chelouche earned a B.A. in Economics and Statistics from Tel Aviv University, and an M.B.A. from INSEAD University in Fontainebleau, France.
The administrator also has the authority to accelerate the vesting of the ordinary shares subject to outstanding awards held by our directors, officers and employees in connection with the subsequent termination of some officers’ employment following a change of control event Dome9 Security Ltd. 2011 Share Option Plan and the 2016 Equity Incentive Subplan In connection with our acquisition of Dome9 Security Ltd. in October 2018, we assumed certain outstanding Dome9 share options under the Dome9 Security Ltd. 2011 Share Option Plan and the 2016 Equity Incentive Subplan, or the Dome9 Equity Plan, which were converted into options to purchase 47,816 of our ordinary shares.
The administrator also has the authority to accelerate the vesting of the ordinary shares subject to outstanding awards held by our directors, officers and employees in connection with the subsequent termination of some officers’ employment following a change of control event. 51 Dome9 Security Ltd. 2011 Share Option Plan and the 2016 Equity Incentive Subplan In connection with our acquisition of Dome9 Security Ltd. in October 2018, we assumed certain outstanding Dome9 share options under the Dome9 Security Ltd. 2011 Share Option Plan and the 2016 Equity Incentive Subplan, or the Dome9 Equity Plan, which were converted into options to purchase 47,816 of our ordinary shares.
Equity Plan provides for the following kinds of awards, which we refer to generically as awards: (i) Incentive Stock Options (ISOs), (ii) Non-statutory Stock Options (NSOs), (iii) Restricted Stock, (iv) Restricted Stock Units (RSUs), (v) Performance Shares, (vi) Performance RSUs (“PSUs”) and (vii) Deferred Stock Units. All of these awards can vest based on time or performance milestones.
Equity Plan provides for the following kinds of awards, which we refer to generically as awards: (i) Incentive Stock Options (ISOs), (ii) Non-statutory Stock Options (NSOs), (iii) Restricted Stock, (iv) Restricted Stock Units (“RSUs”), (v) Performance Shares, (vi) Performance RSUs (“PSUs”) and (vii) Deferred Stock Units. All of these awards can vest based on time or performance milestones.
Each outstanding purchase right will be exercised immediately prior to our merger or consolidation with another company. Our board of directors may amend or terminate each of the ESPPs immediately after the close of any purchase date. Disclosure of a Registrant’s Action to Recover Erroneous Awarded Compensation None. 51
Each outstanding purchase right will be exercised immediately prior to our merger or consolidation with another company. Our board of directors may amend or terminate each of the ESPPs immediately after the close of any purchase date. Disclosure of a Registrant’s Action to Recover Erroneous Awarded Compensation None.
All options granted to directors and executive officers in 2023 were granted with an exercise price equal to 100% of the closing price of the ordinary shares on the Nasdaq Global Select Market on the applicable date of grant. We recorded equity-based compensation expenses in our financial statements for the year ended December 31, 2023 for Mr. Shwed, Dr.
All options granted to directors and executive officers in 2024 were granted with an exercise price equal to 100% of the closing price of the ordinary shares on the Nasdaq Global Select Market on the applicable date of grant. We recorded equity-based compensation expenses in our financial statements for the year ended December 31, 2024, for Mr. Shwed, Dr.
As of December 31, 2023, options to purchase 226 ordinary shares were outstanding under the Dome9 Equity Plan on that date. The single outstanding grant under this plan has a term of ten years, expiring in December 2027, and an option exercise price of $12.99 per share. No further options can be granted under the Dome9 Equity Plan.
As of December 31, 2024, options to purchase 226 ordinary shares were outstanding under the Dome9 Equity Plan on that date. The single outstanding grant under this plan has a term of ten years, expiring in December 2027, and an option exercise price of $12.99 per share. No further options can be granted under the Dome9 Equity Plan.
Smith served as the President and Chief Executive Officer of Allied Minds, an IP commercialization company, from March 2017 through June 2019, and prior to that she served as Chairman, Chief Executive Officer and President of DigitalGlobe Inc., a global provider of satellite imagery products and services. Ms.
Smith previously served as the President and Chief Executive Officer of Allied Minds plc, an IP commercialization company, from March 2017 through June 2019, and prior to that she served as Chairman, Chief Executive Officer and President of DigitalGlobe Inc., a global provider of satellite imagery products and services. Ms.
Smith started her career as a consultant at Bain & Company, where she rose to become Partner. She subsequently joined Sara Lee as Vice President, and went on to serve as President and Chief Executive Officer of eDial, a VoIP collaboration company, and of SRDS, a business-to-business publishing firm.
Smith started her career as a consultant at Bain & Company, Inc., where she rose to become a Partner. She subsequently joined Sara Lee Corporation as Vice President, and went on to serve as President and Chief Executive Officer of eDial, a VoIP collaboration company, and of SRDS, a business-to-business publishing firm.
Equity Plan and the Israel Equity Plan, and, together, as the Equity Plans. 49 Number of Ordinary Shares Reserved for Future Grants under the Equity Plans Following the amendments to the Equity Plans in July 2018, commencing December 31, 2018, on 31, December of each year, the number of Reserved and Authorized Shares (as defined below) under both Equity Plans together shall be automatically reset on such date to equal 10% of the sum of (i) the number of ordinary shares issued and outstanding on such date and (ii) the number of ordinary shares reserved and authorized under the Equity Plans for outstanding awards granted under the Equity Plans as of such date (provided, however, that in no event shall the number of Reserved and Authorized Shares be less than the number of ordinary shares reserved and authorized under the Equity Incentive Plans for outstanding awards granted under the Equity Incentive Plans as of such date).
Number of Ordinary Shares Reserved for Future Grants under the Equity Plans Following the amendments to the Equity Plans in July 2018, commencing December 31, 2018, on 31, December of each year, the number of Reserved and Authorized Shares (as defined below) under both Equity Plans together shall be automatically reset on such date to equal 10% of the sum of (i) the number of ordinary shares issued and outstanding on such date and (ii) the number of ordinary shares reserved and authorized under the Equity Plans for outstanding awards granted under the Equity Plans as of such date (provided, however, that in no event shall the number of Reserved and Authorized Shares be less than the number of ordinary shares reserved and authorized under the Equity Incentive Plans for outstanding awards granted under the Equity Incentive Plans as of such date).
Compensation of Directors and Officers The total direct cash compensation that we accrued for our directors and executive officers as a group, including those who left the company during 2023, was approximately $3.7 million for the year ended December 31, 2023.
Compensation of Directors and Officers The total direct cash compensation that we accrued for our directors and executive officers as a group, including those who left the company during 2024, was approximately $3.7 million for the year ended December 31, 2024.
These amounts include $0.3 million that were set aside or accrued to provide for severance and retirement insurance policies in 2023. These amounts do not include amounts accrued for expenses related to business travel, professional and business association dues and other business expenses reimbursed to officers.
These amounts include $0.3 million that were set aside or accrued to provide for severance and retirement insurance policies in 2024. These amounts do not include amounts accrued for expenses related to business travel, professional and business association dues and other business expenses reimbursed to officers.
Other than as specified in the share ownership table under the caption “Share ownership” below, none of our directors and executive officers holds more than 1% of our outstanding shares. 45 Composition of Board of Directors Our board of directors currently consists of eight members, including three outside directors in accordance with the requirements of the Israeli Companies Law.
Other than as specified in the share ownership table under the caption “Share ownership” below, none of our directors and executive officers holds more than 1% of our outstanding shares. Board Practices Our board of directors currently consists of eight members, including three outside directors in accordance with the requirements of the Israeli Companies Law.
All of these awards can vest based on time or performance milestones. 50 Trustee .
All of these awards can vest based on time or performance milestones. Trustee .
Rothrock has also served as one of our outside directors under the Israeli Companies Law since 2000 and as a director under Roku, Inc. Mr. Rothrock is a Partner emeritus at Venrock, a venture capital firm, where he was a member since 1988 and a general partner since 1995. He retired from Venrock in 2013. Presently, Mr.
Rothrock has also served as one of our outside directors under the Israeli Companies Law since 2000. Mr. Rothrock is a Partner emeritus at Venrock, a venture capital firm, where he was a member since 1988 and a general partner since 1995. He retired from Venrock in 2013. Presently, Mr. Rothrock is the Chairman of RedSeal, Inc.
Dor, Mr. Greenberg, Mr. Schusheim and Ms. Hollenbeck of $17.9 million, $5.4 million, $1.4 million, $1.3 million and $1.7 million, respectively. Assumptions and key variables used in the calculation of such amounts are described in Note 2y to our audited consolidated financial statements included in Item 18 of this Annual Report.
Dor, Mr. Greenberg, Ms. Hollenbeck and Mr. Schusheim of $14.4 million, $3.7 million, $2.2 million, $1.5 million and $1.2 million, respectively. Assumptions and key variables used in the calculation of such amounts are described in Note 2y to our audited consolidated financial statements included in Item 18 of this Annual Report.
Ozer-Armon is a director of Strauss Group Ltd., Similarweb Ltd., and ICL Group Ltd. Ms. Ozer-Armon holds a B.A. magna cum laude in Economics and an M.B.A. degree majoring in Finance and Marketing from Tel Aviv University and she is an AMP graduate of the Harvard Business School. Ray Rothrock has served on our board of directors since 1995. Mr.
Ozer-Armon is a director of Strauss Group Ltd. and ICL Group Ltd. Ms. Ozer-Armon holds a B.A. magna cum laude in Economics and an M.B.A. degree majoring in Finance and Marketing from Tel Aviv University and she is an Advanced Management Program graduate of the Harvard Business School. Ray Rothrock has served on our board of directors since 1995. Mr.
The compensation committee has adopted a written compensation committee charter. 47 The compensation committee’s duties include recommending to the board of directors a compensation policy for executives and monitor its implementation, approve compensation terms of executive officers, directors and employees affiliated with controlling shareholders, make recommendations to the board of directors regarding the issuance of equity incentive awards under our equity incentive plans, and exempt certain compensation arrangements from the requirement to obtain shareholder approval under the Israeli Companies Law.
The compensation committee’s duties include recommending to the board of directors a compensation policy for executives and monitor its implementation, approve compensation terms of executive officers, directors and employees affiliated with controlling shareholders, make recommendations to the board of directors regarding the issuance of equity incentive awards under our equity incentive plans, and exempt certain compensation arrangements from the requirement to obtain shareholder approval under the Israeli Companies Law.
Dollars at the exchange rate as of year-end and were paid in 2024 with respect to compliance with pre-determined 2023 performance metrics. 44 We currently pay each of our non-executive directors an annual cash retainer of $40.0 thousands for the services provided to our board of directors and an annual cash retainer of $7.5 thousands for each committee membership.
Dollars at the exchange rate as of year-end and will be paid in 2025 with respect to compliance with pre-determined 2024 performance metrics. We currently pay each of our non-executive directors an annual cash retainer of $40.0 thousands for the services provided to our board of directors and an annual cash retainer of $7.5 thousands for each committee membership.
All shares shown as beneficially owned have identical rights in all respects. The shares beneficially owned by the directors include the shares owned by their family members to which such directors disclaim beneficial ownership. The share numbers and percentages listed below are based on shares outstanding as of February 29, 2024.
All shares shown as beneficially owned have identical rights in all respects. The shares beneficially owned by the directors include the shares owned by their family members to which such directors disclaim beneficial ownership. 49 The share numbers and percentages listed below are based on shares outstanding as of February 28, 2025.
Our board of directors has determined that each of Yoav Chelouche, Guy Gecht and Ray Rothrock has “financial and accounting expertise,” and each of Guy Gecht and Ray Rothrock has “professional expertise”. An outside director serves for a term of three years, which may be extended for additional three-year terms.
Our board of directors has determined that each of Yoav Chelouche, Dafna Gruber and Ray Rothrock has “financial and accounting expertise,” and each of Dafna Gruber and Ray Rothrock has “professional expertise”. 46 An outside director serves for a term of three years, which may be extended for additional three-year terms.
(3) Number of options immediately exercisable or exercisable and RSUs and PSU that vest within 60 days from February 29, 2024. (4) The share amount and holding percentage includes unexercised stock options.
(3) Number of options immediately exercisable or exercisable and RSUs and PSU that vest within 60 days from February 28, 2025. (4) The share amount and holding percentage includes unexercised stock options.
Chelouche is a member of the board of directors of a number of private companies. He was also a board member and until 2015 co-Chairman of IATI-Israel Advanced Technology Industries, an Israeli nonprofit organization that researches, develops and advocates policies that promote Israel’s high tech ecosystem through activities in training, tuition, business development, public relations and public policy advocacy. Mr.
He was also a board member and, until 2015, Co-Chairman of IATI-Israel Advanced Technology Industries, an Israeli nonprofit organization that researches, develops and advocates policies that promote Israel’s high tech ecosystem through activities in training, tuition, business development, public relations and public policy advocacy. Mr.
In addition, we pay the chairman of our board of directors and the lead independent director an annual cash retainer of $20.0 thousands, the chair of our audit committee an annual cash retainer of $7.5 thousands and the chair of each of our nominating, sustainability and corporate governance committee and compensation committee an annual cash retainer of $2.5 thousands.
In addition, we pay the lead independent director an annual cash retainer of $35.0 thousands, the chair of our audit committee an annual cash retainer of $7.5 thousands and the chair of each of our nominating, sustainability and corporate governance committee and compensation committee an annual cash retainer of $2.5 thousands.
We do not lease vehicles for our Covered Executives. In accordance with the company’s executive compensation policy, we also paid cash bonuses upon compliance with predetermined 2023 performance parameters set by the Compensation Committee and the Board of Directors. The 2023 cash bonus expenses for Dr. Dor, Mr. Greenberg, Mr. Schusheim and Ms.
We do not lease vehicles for our Covered Executives. In accordance with the company’s executive compensation policy, we will also pay cash bonuses following compliance with predetermined 2024 performance parameters set by the Compensation Committee and the Board of Directors. The 2024 cash bonus expenses for Dr. Dor, Mr. Greenberg, Mr. Schusheim and Ms.
Cash compensation expenses recorded in 2023 consisted of $19.4 thousands in salary expenses, and $5.8 thousands in benefit costs. Mr. Shwed requested to forego his salary and bonus for 2023, as he has done in the past. Following consideration of Mr. Shwed’s request, our compensation committee and board of directors have determined that Mr.
Cash compensation expenses recorded in 2024 consisted of $20.4 thousands in salary expenses, and $16.6 thousands in benefit costs. Mr. Shwed requested to forego his salary and bonus for 2024, as he has done in the past. Following consideration of Mr. Shwed’s request, our compensation committee and board of directors have determined that Mr.
Shai Weiss is the chairman of the nominating, sustainability and corporate governance committee. Tal Shavit Shenhav and Jill Smith serve as the other members of our nominating, sustainability and corporate governance committee. The nominating, sustainability and corporate governance committee has adopted a written nominating committee charter.
Shai Weiss is the chairman of the nominating, sustainability and corporate governance committee. Tal Shavit Shenhav and Jill Smith serve as the other members of our nominating, sustainability and corporate governance committee.
Following is a summary of the salary and benefits paid in 2023 (i) to our five most highly compensated executive officers (referred to as the “Covered Executives”) and (ii) to our non-executive directors. Cash Compensation Mr. Gil Shwed, Chief Executive Officer and Director.
Following is a summary of the salary and benefits paid in 2024 (i) to our five most highly compensated executive officers (referred to as the “Covered Executives”) and (ii) to our non-executive directors. Cash Compensation Mr. Gil Shwed, Executive Chair (served as Chief Executive Officer until December 15, 2024).
Nataly Kremer, Chief Product Officer and Head of Research and Development since March 2023, oversees all product and technology units and uses her proficiency in delivering network, security, and cloud technologies for large enterprises to meet customer needs. Ms. Kremer brings extensive R&D and leadership experience to Check Point.
Nataly Kremer, Chief Product Officer and Head of Research and Development since March 2023, oversees all product and technology units and uses her proficiency in delivering network, security, and cloud technologies for large enterprises to meet customer needs. Ms. Kremer brings extensive R&D and leadership experience to Check Point. She joined the company after 12 years with AT&T Inc.
Kremer is a board member of IBI Investment Bank and a board member of Israel Advanced Technology Industries (IATI), where she also holds the role of Head of the ITAI Diversity and Inclusion Group. Rupal Hollenbeck President at Check Point since March 2023, after serving as Chief Commercial Officer from March 2022 until March 2023. Ms.
Kremer is a board member of I.B.I Investment House ltd. and a board member of Israel Advanced Technology Industries (“IATI”), where she also holds the role of Head of the ITAI Diversity and Inclusion Group. Rupal Hollenbeck, has been President of Check Point since March 2023, after serving as Chief Commercial Officer from March 2022 until March 2023. Ms.
All equity-based compensation grants to our Covered Executives were made in accordance with the parameters of our company’s executive compensation policy and were approved by the company’s Compensation Committee and Board of Directors, and, in the case of the equity-based compensation granted to the Chief Executive Officer, also by the company’s shareholders in accordance with the Israeli Companies Law.
All equity-based compensation grants to our Covered Executives were made in accordance with the parameters of our company’s executive compensation policy and were approved by the company’s Compensation Committee and Board of Directors, and, in the case of the equity-based compensation granted to Mr.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES Directors and Senior Management Our directors and executive officers as of March 15, 2024, were as follows: Name Position Independent Director (1) Outside Director (2) Member of Audit Committee Member of Compensation Committee Member of Nominating, Sustainability and Corporate Governance Committee Gil Shwed Chief Executive Officer and Director Jerry Ungerman Chairman of the Board ✓ Dorit Dor Chief Technology Officer Nataly Kremer Chief Product Officer and Head of Research and Development Rupal Hollenbeck President Roei Golan Chief Financial Officer Guy Gecht (3) Lead Independent Director ✓ ✓ ✓ ✓ Yoav Chelouche (3) Director ✓ ✓ ✓ ✓ Tzipi Ozer-Armon Director ✓ ✓ Ray Rothrock (3) Director ✓ ✓ ✓ ✓ Tal Shavit Shenhav Director ✓ ✓ Shai Weiss Director ✓ ✓ Jill Smith Director ✓ ✓ (1) “Independent Director” under the Nasdaq Global Select Market regulations and the Israeli Companies Law (see explanation below).
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES Directors and Senior Management Our directors and executive officers as of March 15, 2025, were as follows: Name Position Independent Director (1) Outside Director (2) Member of Audit Committee Member of Compensation Committee Member of NSCG Committee Gil Shwed Executive Chair of the Board of Directors Nadav Zafrir Chief Executive Officer and Director Nataly Kremer Chief Product Officer and Head of Research and Development Rupal Hollenbeck President* Roei Golan Chief Financial Officer Itai Greenberg Chief Revenue Officer Yoav Chelouche (3) Lead Independent Director X X X X Dafna Gruber Director X X X X Tzipi Ozer-Armon Director X X X Ray Rothrock Director X X X X Tal Shavit Shenhav Director X X Jill Smith Director X X Jerry Ungerman Director X Shai Weiss Director X X (1) “Independent Director” under the Nasdaq Global Select Market regulations and the Israeli Companies Law (see explanation below).
As of December 31, 2023, Yoav Chelouche, Guy Gecht and Ray Rothrock are our outside directors under the Israeli Companies Law. Yoav Chelouche’s and Guy Gecht’s term of office will expire in 2024, and Ray Rothrock’s term of office will expire in 2026.
As of December 31, 2024, Yoav Chelouche, Dafna Gruber and Ray Rothrock are our outside directors under the Israeli Companies Law. Yoav Chelouche’s and Dafna Gruber’s term of office will expire in 2027, and Ray Rothrock’s term of office will expire in 2026.
Name Number of shares beneficially owned (1)(5) % of class of shares (2) Title of securities covered by the options, RSUs and PSUs Number of options, RSUs, and PSUs (3) Exercise price of options Date of expiration of options Gil Shwed 29,804,551 25.6 %(4) Ordinary shares 4,920,000 $ 114.23-$131.96 06/06/2024-08/02/2030 All directors and officers as a group (13 persons including Mr.
Name Number of shares beneficially owned (1)(5) % of class of shares (2) Title of securities covered by the options, RSUs and PSUs Number of options, RSUs, and PSUs (3) Exercise price of options Date of expiration of options Gil Shwed 28,797,225 25.8%(4) Ordinary shares 3,920,000 $114.23-$131.96 08/19/2025-08/02/2030 All directors and officers as a group (14 persons including Mr.
The option exercise prices of the outstanding options as of December 31, 2023 range between $12.99 and $136.26 per share. As of December 31, 2023, 2,767,969 RSUs and PSUs were outstanding under the Equity Plans combined. Administration Both Equity Plans are administered by our board of directors or a committee of our board.
The option exercise prices of the outstanding options as of December 31, 2024 range between $12.99 and $182.00 per share. As of December 31, 2024, 2,504,773 RSUs and PSUs were outstanding under the Equity Plans combined. 50 Administration Both Equity Plans are administered by our board of directors or a committee of our board.
Without such unexercised stock options, the 24,884,551 issued ordinary shares held by Gil Shwed represented 22.0% of the outstanding ordinary shares and voting rights as of February 29, 2024. (5) Other than Mr. Shwed, none of our executive officers and directors beneficially own more than 1% of our outstanding ordinary shares.
Without such unexercised stock options, the 24,877,225 issued ordinary shares held by Gil Shwed represented 23.1% of the outstanding ordinary shares and voting rights as of February 28, 2025. (5) Other than Mr. Shwed, none of our executive officers and directors beneficially own more than 1% of our outstanding ordinary shares.
Our board of directors has determined that each of Yoav Chelouche, Guy Gecht, Tzipi Ozer-Armon, Ray Rothrock, Tal Shavit Shenhav, Jill Smith, Jerry Ungerman, and Shai Weiss is an independent director under the applicable Nasdaq regulations and the Israeli Companies Law.
Our board of directors has determined that each of Yoav Chelouche, Dafna Gruber, Tzipi Ozer-Armon, Ray Rothrock, Tal Shavit Shenhav, Jill Smith, Jerry Ungerman, and Shai Weiss is an independent director under the applicable Nasdaq regulations and the Israeli Companies Law. Our independent directors have regularly held meetings at which only independent directors are present.
Each executive officer is elected by the board of directors and serves at the discretion of the board. All of our executive officers and directors, other than non-employee directors, devote substantially all of their working time to our business. There are no family relationships among any of our directors, officers or key employees.
All of our executive officers and directors, other than non-employee directors, devote substantially all of their working time to our business. There are no family relationships among any of our directors, officers or key employees.
Employees As of December 31, 2023, we had 6,450 employees as well as 277 subcontractors (194 subcontractors in 2022, 163 subcontractors in 2021) Over the past three years, the number of our employees by function was as follows: As of December 31, 2023 2022 2021 Function : Research, development and quality assurance 1,889 1,807 1,677 Marketing, pre sale, sales and business development 2,869 2,678 2,509 Customer support 1,027 926 905 Information systems, administration, finance and operation 665 615 551 Total 6,450 6,026 5,642 Over the past three years, the number of our employees by geographic area was as follows: As of December 31, 2023 2022 2021 Function : Israel 2,672 2,525 2,416 Americas 1,973 1,813 1,660 Rest of the World 1,805 1,688 1,566 Total 6,450 6,026 5,642 We are subject to Israeli labor laws and regulations with respect to our Israeli employees.
Over the past three years, the number of our employees and contractors by function was as follows: As of December 31, 2024 2023 2022 Function : Research, development and quality assurance 1,955 1,889 1,807 Marketing, pre-sale, sales and business development 2,923 2,869 2,678 Customer support 1,069 1,027 926 Information systems, administration, finance and operation 722 665 615 Total 6,669 6,450 6,026 Over the past three years, the number of our employees by geographic area was as follows: As of December 31, 2024 2023 2022 Function : Israel 2,874 2,672 2,525 Americas 1,980 1,973 1,813 Rest of the World 1,815 1,805 1,688 Total 6,669 6,450 6,026 We are subject to Israeli labor laws and regulations with respect to our Israeli employees.
She joined the company after 12 years with AT&T, where she led its Software and Delivery organization and AT&T’s center in Israel. She holds an MBA and BSc in Computer Sciences and Management from Tel Aviv University. Ms.
(“AT&T”), where she led its Software and Delivery organization and AT&T’s center in Israel. She holds an MBA and BSc in Computer Sciences and Management from Tel Aviv University. Ms.
Shwed served as Chairman of our board of directors until September 2015. Mr. Shwed is considered the inventor of the modern firewall and authored several patents, such as the company’s Stateful Inspection technology. Mr.
Mr. Shwed served as the Chief Executive Officer from Check Point’s inception through December 2024, and Mr. Shwed previously served as Chairman of our board of directors until September 2015. Mr. Shwed is considered the inventor of the modern firewall and authored several patents, such as the company’s Stateful Inspection technology. Mr.
The audit committee’s duties include providing assistance to the board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions.
The audit committee has adopted a written audit committee charter as required by the Nasdaq regulations. 47 The audit committee’s duties include providing assistance to the board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions.
The Israeli labor laws differ materially from U.S. labor laws and, in some cases, impose material obligations on us (such as severance pay and mandatory cost of living increases).
The Israeli labor laws differ materially from U.S. labor laws and, in some cases, impose material obligations on us (such as severance pay and mandatory cost of living increases). We are also subject to the labor laws and regulations of other jurisdictions in the world where we have employees.
Jill D Smith has served on our board of directors since November 2023. Ms. Smith brings more than 25 years of international leadership experience, including 17 years as chief executive officer of private and public companies in the technology and information services markets. Most recently, Ms.
Smith brings more than 25 years of international leadership experience, including 17 years as chief executive officer of private and public companies in the technology and information services markets. Ms.
Accordingly, as of December 31, 2023, the number of Reserved and Authorized Shares under both Equity Plans together was reset to equal 12,290,744. As of December 31, 2023, options to purchase 7,233,044 ordinary shares were outstanding under the Equity Plans and the Dome9 Equity Incentive Plan combined.
Accordingly, as of December 31, 2024, the number of Reserved and Authorized Shares under both Equity Plans together was reset to equal 11,658,555. As of December 31, 2024, options to purchase 5,712,254 ordinary shares were outstanding under the Equity Plans and the Dome9 Equity Incentive Plan combined.
Employees), as the Non-US ESPP, and together with the US ESPP, as the “ESPPs”. The ESPPs permit employees to purchase ordinary shares through payroll deductions. As of February 29, 2024, 246,703 ordinary shares were available under the US ESPP and 669,590 ordinary shares were available under the Non-US ESPP.
Employees), as the Non-US ESPP, and together with the US ESPP, as the “ESPPs”. The ESPPs permit employees to purchase ordinary shares through payroll deductions. As of February 28, 2025, 162,418 ordinary shares were available under the US ESPP and 393,617 ordinary shares were available under the Non-US ESPP.
On August 3, 2023, following the approval of our Compensation Committee, Board of Directors and the company’s shareholders at the 2023 Annual General Meeting, we granted Mr.
In connection with such appointment, and following the approval of our Compensation Committee, Board of Directors and the company's shareholders at the 2024 Annual General Meeting, we granted Mr.
Hollenbeck were $322.8 thousands, $119.7 thousands, $140.4 thousands, and $467.3 thousands, respectively. As noted above, Mr. Shwed did not receive a cash bonus for 2023. For the non-U.S. executives, the cash compensation amounts paid were denominated in Israeli Shekels and converted into U.S.
Hollenbeck were $313.0 thousands, $108.9 thousands, $136.1 thousands, and $397 thousands, respectively. As noted above, Mr. Shwed did not receive a cash bonus for 2024. For the non-U.S. executives, the cash compensation amounts paid were denominated in Israeli Shekels and converted into U.S.
We refer to the plans, as amended, as the U.S.
We refer to the plans, as amended, as the U.S. Equity Plan and the Israel Equity Plan, and, together, as the Equity Plans.
During 2023, we granted our executive officers and directors options to purchase an aggregate of approximately 0.6 million shares and approximately 0.07 million RSUs and PSUs under our equity incentive plans. The exercise price of these options range between $126.16-$136.26, and their expiration dates range between December 2029 and October 2030.
During 2024, we granted our executive officers and directors options to purchase an aggregate of approximately 0.35 million shares and approximately 0.13 million RSUs and PSUs under our equity incentive plans. The exercise price of these options range between $173.21-$182.00, and their expiration dates range between October 2031 and November 2031.
Hollenbeck manages Check Point’s global commercial organization since March 2022. Ms. Hollenbeck served on our board of directors from January 2021 until March 2022. She was most recently CMO of AI hardware start-up Cerebras Systems in Silicon Valley. She also served as Senior Vice President & Chief Marketing Office at Oracle, a post which she held until January 2020.
Hollenbeck has managed Check Point’s global commercial organization since March 2022. Ms. Hollenbeck served on our board of directors from January 2021 until March 2022. She was most recently the Chief Marketing Officer of AI hardware start-up Cerebras Systems Inc. in the Silicon Valley.
Rothrock is the Chairman of RedSeal, Inc., a cybersecurity analytics company. Mr. Rothrock served as the Chief Executive Officer of RedSeal, Inc. from February 2014 until May 2020. Mr. Rothrock is a director of Nasdaq-listed Roku, Inc, and a number of private companies. Mr.
(“RedSeal”), a cyber security analytics company. Mr. Rothrock served as the Chief Executive Officer of RedSeal from February 2014 until May 2020. Mr. Rothrock is a director of Roku, Inc., a publicly-traded company on Nasdaq, Centrus Energy Corp., a publicly-traded company on the New York Stock Exchange, and a number of private companies. Mr.
Rothrock is a member of the Massachusetts Institute of Technology Corporation, and a Trustee of the University of Texas and Texas A&M Investment Management Company. Mr. Rothrock received a B.S. in Engineering from Texas A&M University, an M.S. from the Massachusetts Institute of Technology and an M.B.A. from the Harvard Business School.
Rothrock is a member of the Massachusetts Institute of Technology Corporation, and a Trustee of the Aerospace Corporation. Mr. Rothrock received a B.S. in Engineering from Texas A&M University, an M.S. from the Massachusetts Institute of Technology and an M.B.A. from the Harvard Business School. Dr. Tal Shavit Shenhav has served on our board of directors since 2000. Dr.
Our board of directors has established an audit committee, a compensation committee and a nominating, sustainability and corporate governance committee. Audit Committee . Under the Israeli Companies Law, the board of directors of any public company must establish an audit committee.
Audit Committee . Under the Israeli Companies Law, the board of directors of any public company must establish an audit committee.
Equity Incentive Plans The following table summarizes our equity incentive plans, which have outstanding awards as of December 31, 2023: Plan Outstanding options, RSUs & PSUs Options outstanding exercise price Date of expiration of options Options exercisable 2005 United States Equity Incentive Plan 1,219,079 $97.61-$136.26 06/06/2024-10/31/2030 370,436 2005 Israel Equity Incentive Plan 8,781,708 $91.78-$131.96 06/06/2024-08/02/2030 5,532,046 Dome9 Equity Incentive Plan 226 $12.99 12/21/2027 226 In 2005, we adopted our 2005 United States Equity Incentive Plan and our 2005 Israel Equity Incentive Plan, which were subsequently amended in January 2014, July 2018, August 2020 and August 2023.
Equity Incentive Plans The following table summarizes our equity incentive plans, which have outstanding awards as of December 31, 2024: Plan Outstanding options, RSUs & PSUs Options outstanding exercise price Date of expiration of options Options exercisable 2005 United States Equity Incentive Plan 908,505 $97.61-$173.21 05/02/2025-10/30/2031 228,066 2005 Israel Equity Incentive Plan 7,308,296 $91.78-$182.00 08/19/2025-11/30/2031 4,358,300 Dome9 Equity Incentive Plan 226 $12.99 12/21/2027 226 In 2005, we adopted our 2005 United States Equity Incentive Plan and our 2005 Israel Equity Incentive Plan, which were subsequently amended in January 2014, July 2018, August 2020 and August 2023.
She consults with companies undergoing structural change with emphasis on organizational growth through effective mergers and acquisitions and a redefining of management roles in order to meet market changes. Shai Weiss has served on our board of directors since 2018. Mr. Weiss is the Chief Executive Officer of Virgin Atlantic, one of the most innovative airlines in the world. Mr.
She consults with companies undergoing structural change with emphasis on organizational growth through effective mergers and acquisitions and a redefining of management roles in order to meet market changes. Jill D Smith has served on our board of directors since 2023. Ms.
Shwed)(5) 30,851,436 26.2 % Ordinary shares 5,854,148 $ 91.78-$131.96 06/06/2024- 10/31/2030 (1) The number of ordinary shares shown includes shares that each shareholder has the right to acquire pursuant to stock options that are exercisable and RSUs and PSUs that vest within 60 days after February 29, 2024.
Shwed)(5) 29,178,100 26.1% Ordinary shares 4,239,396 $114.23-$136.26 08/19/2025- 10/31/2030 (1) The number of ordinary shares shown includes shares that each shareholder has the right to acquire pursuant to stock options that are exercisable and RSUs and PSUs that vest within 60 days after February 28, 2025.
Yoav Chelouche is the chairman of the audit committee. Guy Gecht, Tzipi Ozer-Armon and Ray Rothrock serve as the other members of our audit committee. The audit committee has adopted a written audit committee charter as required by the Nasdaq regulations.
Yoav Chelouche is the chairman of the audit committee. Dafna Gruber, Tzipi Ozer-Armon and Ray Rothrock serve as the other members of our audit committee.
Hollenbeck is a board member of Blackbaud Inc, a leading cloud software company powering social good, and a board member of The Asian Pacific Fund, a non-profit organization.
Hollenbeck holds a BS in Finance and International Studies from Boston College, and a Master of International Management from the Thunderbird School of Global Management in Arizona. Ms. Hollenbeck is a board member of Blackbaud, Inc., a leading cloud software company powering social good, and a board member of The Asian Pacific Fund, a non-profit organization. Ms.
We are also subject to the labor laws and regulations of other jurisdictions in the world where we have employees. 48 Share Ownership The following table shows information regarding beneficial ownership by our directors and executive officers as of February 29, 2024. Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission.
Share Ownership The following table shows information regarding beneficial ownership by our directors and executive officers as of February 28, 2025. Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission.
See “Outside and Independent Directors”. Under our articles of association, the number of directors on our board is to be no less than six and no more than twelve. Each director (other than an outside director as described below) is elected to serve until the next annual general meeting of shareholders and until his or her successor has been elected.
Each director (other than an outside director as described below) is elected to serve until the next annual general meeting of shareholders and until his or her successor has been elected. Each executive officer is elected by the board of directors and serves at the discretion of the board.
Weiss established the European office of early-stage technology venture fund JVP and was a senior associate with Morgan Stanley.
Weiss established the European office of early-stage technology venture fund JVP and was a senior associate with Morgan Stanley. He holds an M.B.A. degree from Columbia University and a BBA degree from City University of New York, Baruch College.
Gil Shwed, our Chief Executive Officer and Director, options to purchase 0.5 million ordinary shares at an exercise price equal to 100% of the closing price of the ordinary shares on the Nasdaq Global Select Market on the date of the grant, vesting gradually over a period of four years with the vesting of options to purchase 0.2 million ordinary shares (40% of the grant) also subject to long-term company performance goals.
Shwed options to purchase 170,000 ordinary shares at an exercise price equal to 100% of the closing price of the ordinary shares on the Nasdaq Global Select Market on the date of the grant, vesting gradually over a period of four years.
Prior to joining Oracle in 2018, Ms. Hollenbeck was with Intel Corporation for over 23 years, with her most recent role being Corporate Vice President and General Manager of Global Data Center Sales. Prior to that she was Vice President and General Manager of Intel China and throughout her time at Intel has worked in Arizona, California, Singapore, and Beijing.
She also served as Senior Vice President & Chief Marketing Office at Oracle Corporation (“Oracle”), a post which she held until January 2020. Prior to joining Oracle in 2018, Ms. Hollenbeck was with Intel Corporation (“Intel”) for over 23 years, with her most recent role being Corporate Vice President and General Manager of Global Data Center Sales.
The term of Ray Rothrock will expire at our 2026 annual meeting of shareholders and the terms of Yoav Chelouche and Guy Gecht will expire at our 2024 annual meeting of shareholders. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any of the directors or members of senior management are elected.
There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any of our directors or members of senior management are elected or appointed.
Golan has over 14 years of financial experience. Prior to joining Check Point in 2021, Mr. Golan worked at EY for 11 years, where he held the role of Managing Director in the Technology practice. Mr. Golan holds a B.A. in Economics and Accounting and a M.B.A in finance management. Mr. Golan is a certified public accountant. 42 Yoav Z.
Golan oversees Check Point's finance operations, including accounting, business analysis, investor relations, legal, tax and treasury. Mr. Golan has over 15 years of financial experience. Prior to joining Check Point in 2021, Mr. Golan worked at EY for 11 years, where he held the role of Managing Director in the Technology practice. Mr.
(2) “Outside Director” as required by the Israeli Companies Law (see explanation below). (3) “Financial expert” as required by the Israeli Companies Law and Nasdaq requirements with respect to membership on the audit committee (see “Item 16A – Audit Committee Financial Expert”). 41 Gil Shwed is the founder, Chief Executive Officer and Director. Mr.
(3) “Financial expert” as required by the Israeli Companies Law and Nasdaq requirements with respect to membership on the audit committee (see “Item 16A – Audit Committee Financial Expert”). * Rupal Hollenbeck will conclude her tenure as President in the first half of 2025. 41 Gil Shwed is the founder of Check Point and Executive Chair of the Board of Directors.
Guy Gecht has served on our board of directors since 2006 and as our Lead Independent Director since August 2020. Mr. Gecht has also served as one of our outside directors under the Israeli Companies Law since 2006. Mr.
Greenberg holds a B.Sc. in Information Systems from the Ben-Gurion University. Yoav Z. Chelouche has served on our board of directors since 2006 and as our Lead Independent Director since December 2024. Mr. Chelouche has also served as one of our outside directors under the Israeli Companies Law since 2006. Mr.
Chelouche served as a President and Chief Executive Officer of Scitex Corp., a world leader in digital imaging and printing systems, from December 1994 until July 2000. From August 1979 until December 1994, Mr. Chelouche held various managerial positions with Scitex, including VP Strategy and Business Development, VP Marketing and VP Finance for Europe. Mr.
From August 1979 until December 1994, Mr. Chelouche held various managerial positions with Scitex, including VP Strategy and Business Development, VP Marketing and VP Finance for Europe. Mr. Chelouche is a member of the board of directors of a number of private companies.
Jerry Ungerman serves as the chairman of the board of directors since August 2020, after serving as Vice Chairman of our board of directors from 2005 until August 2020. From 2001 to 2005, Mr. Ungerman served as our President and before that, from 1998 until 2000, he served as our Executive Vice President. Prior to joining us, Mr.
Smith currently serves as a director of MDA Space Ltd. 43 Jerry Ungerman has served on our board of directors since 2005, and served as the chairman of the board of directors from August 2020 through December 2024, after serving as Vice Chairman of our board of directors from 2005 until August 2020. From 2001 to 2005, Mr.
Our independent directors have regularly held meetings at which only independent directors are present. 46 Committees of the Board of Directors Our articles of association provide that the board of directors may delegate all of its powers to committees of the board as it deems appropriate, subject to the provisions of Israeli law.
Committees of the Board of Directors Our articles of association provide that the board of directors may delegate all of its powers to committees of the board as it deems appropriate, subject to the provisions of Israeli law. Our board of directors has established an audit committee, a compensation committee and a nominating, sustainability and corporate governance committee.
Roei Golan has been serving as Chief Financial Officer of Check Point since May 2023, as Acting Chief Financial Officer from October 2022 until May 2023, and as VP Finance from 2021 until May 2023. Mr. Golan oversees Check Point's finance operations, including accounting, business analysis, investor relations, legal, tax and treasury. Mr.
Hollenbeck will conclude her tenure as President in the first half of 2025. Roei Golan, has been serving as Chief Financial Officer of Check Point since May 2023, as Acting Chief Financial Officer from October 2022 until May 2023, and as VP Finance from 2021 until November 2022. Mr.
Yoav Chelouche and Guy Gecht serve as the other members of our compensation committee.
Yoav Chelouche, Dafna Gruber and Tzipi Ozer-Armon serve as the other members of our compensation committee. The compensation committee has adopted a written compensation committee charter.
She also served as Chief Operating Officer of Micron Electronics, and co-founded Treacy & Company, a consulting and boutique investment business. Ms. Smith currently serves as a director of Aspen Technology, Inc., R1 RCM Inc. and MDA Space. Dr. Tal Shavit Shenhav has served on our board of directors since 2000. Dr.
She also served as Chief Operating Officer of Micron Electronics, and co-founded Treacy & Company, a consulting and boutique investment business. Ms.
The board of directors has determined that there are no current conflicts of interest with respect to any of our directors. The terms of Gil Shwed, Jerry Ungerman, Dr. Tal Shavit Shenhav, Tzipi Ozer-Armon, Jill Smith and Shai Weiss will expire at our 2024 annual meeting of shareholders.
Some of our directors are board members of multiple companies, some of which may be technology companies. The board of directors has determined that there are no current conflicts of interest with respect to any of our directors. The terms of Gil Shwed, Nadav Zafrir, Tzipi Ozer-Armon, Dr.
Shwed will not receive a bonus for 2023, and did not receive any cash compensation for 2023 except for an amount equal to the minimum wage required under Israeli law. Dr. Dorit Dor, Chief Technology Officer. Compensation expenses recorded in 2023 included $374.9 thousands in salary expenses and $87.4 thousands in benefit costs. Mr.
Shwed will not receive a bonus for 2024, and did not receive any cash compensation for 2024 except for an amount equal to the minimum wage required under Israeli law. Following the assumption of the Chief Executive Officer role by Mr. Zafrir on December 15, 2024, Mr. Shwed became the Executive Chair of our Board of Directors Dr.
An advocate for professional women around the world, she started several women’s initiatives while at Intel, including serving as co-chair of the Board of Intel’s Network of Executive Women in Asia. She is currently a Founding Circle Member of Neythri, a non-profit organization dedicated to enabling the professional advancement of South Asian women. Ms.
Prior to that she was Vice President and General Manager of Intel China and throughout her time at Intel has worked in Arizona, California, Singapore, and Beijing. An advocate for professional women around the world, she started several women’s initiatives while at Intel, including serving as co-chair of the board of Intel’s Network of Executive Women in Asia.
Additional details are provided in this Item 6, under the caption “Share ownership” and in “Item 7 – Major Shareholders and Related Party Transactions”. Some of our directors are board members of multiple companies, some of which may be technology companies.
Of the individuals mentioned above, only Gil Shwed owned more than one percent of our outstanding shares as of December 31, 2024. Additional details are provided in this Item 6, under the caption “Share ownership” and in “Item 7 – Major Shareholders and Related Party Transactions”.
Itai Greenberg, Chief Strategy Officer and Head of Cloud Security Business. Compensation expenses recorded in 2023 included $232.7 thousands in salary expenses and $63.3 thousands in benefit costs. Mr. Sharon Schusheim, Chief Services Officer, Compensation expenses recorded in 2023 included $265.9 thousands in salary expenses and $66.7 thousands in benefit costs. Ms. Rupal Hollenbeck, President.
Sharon Schusheim, Chief Services Officer, Compensation expenses recorded in 2024 included $264.4 thousands in salary expenses and $66.6 thousands in benefit costs. Ms. Rupal Hollenbeck, President. Compensation expenses recorded in 2024 included $736.1 thousands in salary expenses and $81.2 thousands in benefit costs.
Chelouche has served on our board of directors since 2006. Mr. Chelouche has also served as one of our outside directors under the Israeli Companies Law since 2006. Mr. Chelouche has been Managing Partner of Aviv Venture Capital since August 2000. He serves on boards of directors of certain Aviv companies. Prior to joining Aviv Venture Capital, Mr.
Chelouche has been Managing Partner of Aviv Venture Capital since August 2000. He serves on boards of directors of certain Aviv companies. Prior to joining Aviv Venture Capital, Mr. Chelouche served as a President and Chief Executive Officer of Scitex Corporation (“Scitex”), a world leader in digital imaging and printing systems, from December 1994 until July 2000.
Hollenbeck is also an Adjunct Professor at California State University East Bay, teaching a Women in Leadership course in the College of Business & Economics. Ms. Hollenbeck holds a BS in Finance and International Studies from Boston College, and a Master of International Management from the Thunderbird School of Global Management in Arizona. Ms.
She is currently a Founding Circle Member of Neythri, a non-profit organization dedicated to enabling the professional advancement of South Asian women. Ms. Hollenbeck is also an Adjunct Professor at California State University East Bay, teaching a Women in Leadership course in the College of Business & Economics. Ms.