{"url_path":"/sec/chkp/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-03-31","source_url":"https://www.sec.gov/Archives/edgar/data/1015922/0001178913-26-001932-index.html","accession_number":"0001178913-26-001932","cik":"0001015922","ticker":"CHKP","issuer_name":"CHECK POINT SOFTWARE TECHNOLOGIES LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1015922/0001178913-26-001932-index.html","primary_entity_key":"0001015922","primary_entity_name":"CHECK POINT SOFTWARE TECHNOLOGIES LTD"},"word_count":8290,"has_tables":true,"body_markdown":"ITEM 6.    \n   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES\n\n \n\nDirectors and Senior Management\n\n \n\nOur directors and executive officers as of March 15, 2026, were\nas follows:\n\nName\n\nPosition\n\nIndependent\n Director (1)\n\nOutside\n\nDirector (2)\n\nMember of\n\nAudit Committee\n\nMember of\n\nCompensation Committee\n\nMember of\n\nNSCG Committee\n\nGil Shwed\n\nExecutive Chair of the Board of Directors\n\n \n \n \n \n \n\nNadav Zafrir\n\nChief Executive Officer and Director\n\n \n \n \n \n \n\nNataly Kremer\n\nChief Product Officer and Head of Research and Development\n\n \n \n \n \n \n\nRoei Golan\n\nChief Financial Officer\n\n \n \n \n \n \n\nItai Greenberg\n\nChief Revenue Officer\n\n \n \n \n \n \n\nYoav Chelouche (3)\n\nLead Independent Director\n\nX\n\nX\n\nX\n\nX\n\n \n\nDafna Gruber\n\nDirector\n\nX\n\nX\n\nX\n\nX\n\n \n\nTzipi Ozer-Armon\n\nDirector\n\nX\n\n \n\nX\n\nX\n\n X\n\nRay Rothrock\n\nDirector\n\nX\n\nX\n\nX\n\nX\n\n \n\nTal Shavit Shenhav\n\nDirector\n\nX\n\n \n \n \n\nX\n\nJill Smith\n\nDirector\n\nX\n\n \n \n \n\nX\n\nJerry Ungerman\n\nDirector\n\nX\n\n \n \n \n \n\n \n\n(1)\n\n“Independent Director” under the Nasdaq regulations and the Israeli Companies Law (see explanation below).\n\n(2)\n\n“Outside Director” as required by the Israeli Companies Law (see explanation below).\n\n(3)\n\n“Financial expert” as required by the Israeli Companies Law and Nasdaq requirements with respect to membership on the\naudit committee (see “Item 16A – Audit Committee Financial Expert”).\n\n43\n\n \n\nGil Shwed is the founder\nof Check Point and Executive Chair of the Board of Directors. Mr. Shwed served as the Chief Executive Officer from Check Point’s\ninception through December 2024, and Mr. Shwed previously served as Chairman of our board of directors until September 2015. Mr. Shwed\nis considered the inventor of the modern firewall and authored several patents, such as the company’s Stateful Inspection technology.\nMr. Shwed has received numerous accolades for his individual achievements and industry contributions, including an honorary Doctor\nof Science from the Technion – Israel Institute of Technology, an honorary Doctor of Science from Tel Aviv University, the World\nEconomic Forum’s Global Leader for Tomorrow for his commitment to public affairs and leadership in areas beyond immediate professional\ninterests, and the Academy of Achievement’s Golden Plate Award for his innovative contribution to business and technology. Mr. Shwed\nis the Chairman of the Board of Trustees of the Youth University of Tel Aviv University. Mr. Shwed is a Tel Aviv University Governor\nand founder of the University’s Check Point Institute for Information Security. He is also Chairman of the Board of Directors of\nYeholot Association Founded by the Rashi Foundation whose charter is, among other things, to reduce the dropout rates in high schools.\nIn 2018, Gil was awarded the prestigious Israel Prize for his contributions to the Israeli technology industry.\n\nNadav Zafrir, Chief Executive\nOfficer of Check Point since December 2024, brings thirty years of experience in management, leadership, and technology innovation, Mr.\nZafrir was previously the co-founder and Managing Partner of Team8 Labs Ltd., a global venture group that builds and backs technology\ncompanies at the intersection of artificial intelligence, cyber security, data, fin-tech, enterprise software, and infrastructure, since\n2014. Prior to founding Team8, Nadav spent 20 years in the Israel Defense Forces. He served as Commander of Unit 8200, Israel’s\nelite military technology unit, where he established the Israel Defense Forces Cyber Command. Mr. Zafrir was a director of SolarEdge Technologies,\nInc. from 2019 until 2025. He holds an LLB from the Interdisciplinary Center Herzliya (IDC) and an Executive MBA from the Kellogg –\nRecanati program of the Kellogg Graduate School of Business at Northwestern University in Chicago and the Recanati School of Business\nat Tel Aviv University.\n\n \n\nNataly Kremer, Chief\nProduct Officer and Head of Research and Development since March 2023, oversees all product and technology units and uses her proficiency\nin delivering network, security, and cloud technologies for large enterprises to meet customer needs. Ms. Kremer brings extensive R&D\nand leadership experience to Check Point. Ms. Kremer joined the company after 12 years with AT&T Inc. (“AT&T”), where\nshe led its Software and Delivery organization and AT&T’s center in Israel. She holds an MBA and BSc in Computer Sciences and\nManagement from Tel Aviv University. Ms. Kremer is a board member of IBI Investment House Ltd. and a board member of Israel Advanced Technology\nIndustries (“IATI”), where she also holds the role of Head of the ITAI Diversity and Inclusion Group.\n\n \n\nRoei Golan, has been\nserving as Chief Financial Officer of Check Point since 2023, as Acting Chief Financial Officer from October 2022 until May 2023, and\nas VP Finance from 2021 until November 2022. Mr. Golan oversees Check Point's finance operations, including accounting, business analysis,\ninvestor relations, legal, tax and treasury. Mr. Golan has over 15 years of financial experience.  Prior to joining Check Point in\n2021, 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.\nin Economics and Accounting and an M.B.A in Finance Management. Mr. Golan is a certified public accountant.\n\n \n\nItai Greenberg, has been\nserving as Chief Revenue Officer of Check Point since January 2025. Prior to transitioning to his current role, Mr. Greenberg held the\nroles of Chief Strategy Officer and Head of the Cloud and SASE Businesses, VP Product Management and VP Product Marketing. Mr. Greenberg\njoined Check Point in 2010, after serving as VP of Product and R&D at EyeClick Ltd. Previously, he held key leadership roles at Microsoft\nin Windows Security and Mobile divisions. Mr. Greenberg holds a B.Sc. in Information Systems from the Ben-Gurion University.\n\n \n\nYoav Z. Chelouche has\nserved on our board of directors since 2006 and as our Lead Independent Director since December 2024. Mr. Chelouche has also served\nas one of our outside directors under the Israeli Companies Law since 2006. Mr. Chelouche has been Managing Partner of Aviv Venture\nCapital (“Aviv”) since August 2000. Before joining Aviv, Mr. Chelouche served as a President and Chief Executive Officer\nof Scitex Corporation (“Scitex”), a world leader in digital imaging and printing systems, from December 1994 until July 2000.\nPrior to that, Mr. Chelouche held various managerial positions with Scitex, including VP Strategy and Business Development, VP Marketing\nand VP Finance for Europe. Mr. Chelouche is a member of the board of directors of a number of private companies. He was also a board\nmember and, until 2015, Co-Chairman of IATI-Israel Advanced Technology Industries, an Israeli nonprofit organization that researches,\ndevelops and advocates policies that promote Israel’s high tech ecosystem through activities in training, tuition, business development,\npublic relations and public policy advocacy. Mr. Chelouche is a board member of Tower Semiconductor Ltd., Malam Team Ltd., and until\nFebruary 2024 served as an external director of the Tel Aviv Stock Exchange (TASE). Mr. Chelouche earned a B.A. in Economics\nand Statistics from Tel Aviv University, and an M.B.A. from INSEAD University in Fontainebleau, France.\n\nDafna Gruber has served\non our board of directors since 2024 and as one of our outside directors under the Israeli Companies Law. From 2007 to 2015, Ms. Gruber\nserved as Chief Financial Officer of NICE Ltd., a publicly traded company listed on Nasdaq and TASE, where she was responsible, inter\nalia, for finance, operations, MIS and IT, legal affairs, and investor relations. From 1996 to 2007, Ms. Gruber held various senior finance\nroles at Alvarion Ltd., then a publicly traded company listed on Nasdaq and TASE, primarily serving as Chief Financial Officer. From 2016\nto 2024, Ms. Gruber served as Chief Financial Officer of several private companies, including Netafim Ltd., Aqua Security Ltd., and Clal\nIndustries Ltd. Ms. Gruber currently serves as an Independent or External Director at ICL Group Ltd. and Cellebrite DI Ltd., and previously\nserved as a board member of several publicly traded technology companies. Ms. Gruber is a Certified Public Accountant (CPA) and holds\na Bachelor’s degree in Accounting and Economics from Tel Aviv University.\n\n44\n\n \n\n Tzipi\nOzer-Armon has served on our board of directors since 2023. Ms. Ozer-Armon serves as the Chief Executive Officer of Lumenis\nLtd. since May 2012. Before joining Lumenis, Ms. Ozer-Armon headed the Japanese market activities of Teva Pharmaceutical Industries Ltd.\nand served as Senior Vice President of Sales and Marketing at SanDisk Corporation. Previously, Ms. Ozer-Armon also served as VP &\nGeneral Manager of MSystems Ltd. Ms. Ozer-Armon is a director of ICL Group Ltd. and was previously a director of Strauss Group Ltd. Ms.\nOzer-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\nshe is an AMP graduate of the Harvard Business School.\n\n \n\nRay Rothrock has served\non our board of directors since 1995. Mr. Rothrock has also served as one of our outside directors under the Israeli Companies Law\nsince 2000. Mr. Rothrock is a Partner emeritus at Venrock, a venture capital firm, where he was a member since 1988 and a general\npartner since 1995. He retired from Venrock in 2013. Presently, Mr. Rothrock is the Chairman of RedSeal, Inc. (“RedSeal”),\na cybersecurity analytics company. Mr. Rothrock served as the Chief Executive Officer of RedSeal from February 2014 until May 2020.\nMr. Rothrock is a director of Nasdaq-listed Roku, Inc., NYSE-listed Centrus Energy Corp., and a number of private companies. Mr. Rothrock\nis a member of the Massachusetts Institute of Technology Corporation, and a Trustee of Aerospace Corporation. Mr. Rothrock received\na 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\nBusiness School.\n\n \n\nDr. Tal Shavit Shenhav\nhas served on our board of directors since 2000. Dr. Shavit Shenhav is an organizational consultant specializing in international\ncollaboration between Israeli and American companies, consulting in the management of cultural differences in order to forge effective\ncollaboration. Her work with leading management teams includes the definition of organizational culture as the engine of such company’s\nactivities. Dr. Shavit Shenhav consults with companies undergoing structural change with emphasis on organizational growth through effective\nmergers and acquisitions and a redefining of management roles in order to meet market changes.\n\n \n\nJill D Smith has\nserved on our board of directors since 2023. Ms. Smith brings more than 25 years of international leadership experience, including 17\nyears as chief executive officer of private and public companies in the technology and information services markets.  Ms. Smith previously\nserved as the President and Chief Executive Officer of Allied Minds plc, an IP commercialization company, from March 2017 through June\n2019, and prior to that she served as Chairman, Chief Executive Officer and President of DigitalGlobe Inc., a global provider of satellite\nimagery products and services. Ms. Smith started her career as a consultant at Bain & Company, Inc., where she rose to become a Partner.\nShe subsequently joined Sara Lee Corporation as Vice President, and went on to serve as President and Chief Executive Officer of eDial,\na VoIP collaboration company, and of SRDS, a business-to-business publishing firm. She also served as Chief Operating Officer of Micron\nElectronics, and co-founded Treacy & Company, a consulting and boutique investment business. Ms. Smith currently serves as a director\nof MDA Space Ltd., Securitas AB and Evolent Health, Inc. and was previously a director of R1 RCM Inc.\n\n \n\nJerry Ungerman has served\non our board of directors since 2005, and served as the chairman of the board of directors from August 2020 through December 2024, after\nserving as Vice Chairman of our board of directors from 2005 until August 2020. From 2001 to 2005, Mr. Ungerman served as our President\nand before that, from 1998 until 2000, he served as our Executive Vice President. Prior to joining us, Mr. Ungerman accumulated extensive\nexperience in high-tech sales, marketing and management experience at Hitachi Data Systems (HDS), a data storage company and a member\nof the Hitachi, Ltd. group. He began his career with International Business Machines Corp. (IBM), a global technology products and services\ncompany, after earning a B.A. in Business Administration from the University of Minnesota.\n\n \n\n \n\nOf the individuals mentioned above, only Gil Shwed owned more\nthan one percent of our outstanding shares as of December 31, 2025. Additional details are provided in this Item 6, under the caption\n“Share ownership” and in “Item 7 – Major Shareholders and Related Party Transactions”.\n\n \n\nSome of our directors are board members of multiple companies,\nsome of which may be technology companies. The board of directors has determined that there are no current conflicts of interest with\nrespect to any of our directors.\n\n \n\nThe terms of Gil Shwed, Nadav Zafrir, Tzipi Ozer-Armon, Dr. Tal\nShavit Shenhav, Jill Smith and Jerry Ungerman will expire at our 2026 annual meeting of shareholders. The term of Ray Rothrock will expire\nat our 2026 annual meeting of shareholders and the terms of Yoav Chelouche and Dafna Gruber will expire at our 2027 annual meeting of\nshareholders.\n\n \n\nThere are no arrangements or understandings with major shareholders,\ncustomers, suppliers or others, pursuant to which any of our directors or members of senior management are elected or appointed.\n\n45\n\n \n\nCompensation of Directors and Officers\n\n \n\nThe total direct cash compensation that we accrued for our directors\nand executive officers as a group, including those who left the company during 2025, was approximately $5.4 million for the year ended\nDecember 31, 2025. These amounts include $0.5 million that were set aside or accrued to provide for severance and retirement insurance\npolicies in 2025. These amounts do not include amounts accrued for expenses related to business travel, professional and business association\ndues and other business expenses reimbursed to officers. We do not have any agreements with our director who is also an officer that provide\nfor benefits upon termination of employment, except for severance payments mandated by Israeli law for all employees employed in Israel.\n\n \n\nFollowing is a summary of the salary and benefits paid in 2025\n(i) to our five most highly compensated executive officers (referred to as the “Covered Executives”) and (ii) to our\nnon-executive directors.\n\n \n\nCash Compensation\n\n \n\nMr. Nadav Zafrir, Chief Executive\nOfficer. Compensation expenses recorded in 2025 included $451.7 thousands in salary expenses and $107.8 thousands in benefit costs.\n\n \n\nMr. Itai Greenberg, Chief\nRevenue Officer. Compensation expenses recorded in 2025 included $321.1 thousands in salary expenses and $85.7 thousands in\nbenefit costs.\n\n \n\nMr. Gil Friedrichl, General\nManager, Workspace Security. Compensation expenses recorded in 2025 included $318.7 thousands in salary expenses and $146.2 thousands\nin benefit costs.\n\n \n\nMs. Nataly Kremer, Chief Product\nOfficer. Compensation expenses recorded in 2025 included $339.6 thousands in salary expenses and $86.2 thousands in benefit costs.\n\n \n\nMr. Roi Karo, Chief Strategy\nOfficer. Compensation expenses recorded in 2025 included $276.0 thousands in salary expenses and $69.5 thousands in benefit costs.\n\n \n\nThe salary expenses summarized above include the gross salary\npaid to the Covered Executives, and the benefit costs include the social benefits paid by us on behalf of the Covered Executives, including\nconvalescence pay, contributions made by the company to an insurance policy or a pension fund, work disability insurance, severance, educational\nfund and payments for social security. We also provide our Covered Executives with director and officer (D&O) indemnification, insurance\nand exculpation to the maximum extent permitted by applicable law, telecommunication and electronic devices and communication expenses,\nreimbursement of business travel, “runoff” and other insurances, periodic medical examinations, holiday and special occasion\ngifts, academic and professional studies, and safety, security and protection measures (including, in certain cases, at household premises).\nWe do not lease vehicles for our Covered Executives.\n\n \n\nIn accordance with the company’s executive compensation\npolicy, we will also pay cash bonuses following compliance with predetermined 2025 performance parameters set by the Compensation Committee\nand the Board of Directors. The 2025 cash bonus expenses for Mr. Zafrir, Mr. Greenberg, Ms. Kremer and Mr. Karo were $434.6 thousands,\n$224.6 thousands, $289.7 thousands, and $127.5 thousands, respectively. Mr. Friedrich did not receive a cash bonus for 2025. For\nthe non-U.S. executives, the cash compensation amounts paid were denominated in Israeli Shekels and converted into U.S. Dollars at the\nexchange rate as of year-end and will be paid in 2026 with respect to compliance with pre-determined 2025 performance metrics.\n\n \n\nWe currently pay each of our non-executive directors an annual\ncash retainer of $40.0 thousands for the services provided to our board of directors and an annual cash retainer of $7.5 thousands for\neach committee membership. In addition, we pay the lead independent director an annual cash retainer of $35.0 thousands, the chair of\nour audit committee an annual cash retainer of $7.5 thousands and the chair of each of our nominating, sustainability and corporate governance\ncommittee and compensation committee an annual cash retainer of $2.5 thousands. Only directors who are not officers receive compensation\nfor serving as directors.\n\n46\n\n \n\nEquity-based Compensation\n\n \n\nFrom time to time, we grant options and other awards under our\nequity incentive plans (described below) to our executive officers and directors. See Item 10 “Additional Information – Compensation\nof Executive Officers and Directors; Executive Compensation Policy” for a detailed description of the approval procedures we follow\nin compensating our directors and executive officers.\n\n \n\nOur non-employee directors receive an automatic option grant\nand are also eligible for discretionary awards under the plans. Each non-employee director who is first elected or appointed to the board\nof directors is granted an option to purchase 25,000 ordinary shares and restricted share units (RSUs) with a value of $200.0 thousands\non the date of the initial election or appointment, vesting in equal annual installments over a four-year period. On the date of each\nannual general meeting of shareholders, each non-employee director who is to continue to serve as a non-employee director after the annual\nmeeting is granted an option to purchase an additional 5,000 ordinary shares and RSUs with a value of $150.0 thousands, of which 50% vest\nsix months after the grant date, 25% vest nine months after the grant date, and another 25% vest a year after the grant date, provided\nthat the director has served as a non-employee director for at least six months prior to the date of the annual meeting. The directors\nin office immediately prior to the date of initial appointment or election, or of the annual meeting, as applicable, may determine to\nreduce the initial or annual grant to all non-employee directors or specific non-employee directors.\n\n \n\nDuring 2025, we granted our executive officers and directors\noptions to purchase an aggregate of approximately 0.38 million shares and approximately 0.35 million RSUs and PSUs under our equity incentive\nplans. The exercise price of these options range between $191.47-$223.08, and their expiration dates range between February 2032 and September\n2032.\n\n \n\nAll options granted to directors and executive officers in 2025\nwere granted with an exercise price equal to 100% of the closing price of the ordinary shares on the Nasdaq on the applicable date of\ngrant.\n\n \n\nWe recorded equity-based compensation expenses in our financial\nstatements for the year ended December 31, 2025, for Mr. Zafrir, Mr. Greenberg, Mr. Friedrich, Ms. Kremer and Mr. Karo of $6.5 million,\n$5.7 million, $5.5 million, $1.4 million and $1.6 million, respectively. Assumptions and key variables used in the calculation of such\namounts are described in Note 2y to our audited consolidated financial statements included in Item 18 of this Annual Report. All equity-based\ncompensation grants to our Covered Executives were made in accordance with the parameters of our company’s executive compensation\npolicy and were approved by the company’s Compensation Committee and Board of Directors, and, in the case of the equity-based compensation\ngranted to Mr. Zafrir, also by the company’s shareholders in accordance with the Israeli Companies Law.\n\n \n\nAs of December 31, 2025, our executive officers and directors\nheld options to purchase an aggregate of approximately 3.02 million shares and held 0.50 million RSUs and PSUs under our equity incentive\nplans. The exercise prices of these options range between $114.23 and $223.08, and their expiration dates range between June 2026 and\nSeptember 2032.\n\n \n\nChief Executive Officer Compensation.\nPursuant to the employment agreement of Nadav Zafrir, our Chief Executive Officer, as approved by our Compensation Committee, Board of\nDirectors and the company’s shareholders, Mr. Zafrir is entitled to the following:\n\n \n\nCash Compensation: An annual base salary of NIS 1.44 million\n(~$0.45 million ), and an annual cash target bonus of NIS 1.5 million (~0.47 million ). The annual cash bonus targets are set annually\nby the Compensation Committee and the Board in line with Check Point's Executive Compensation Policy and the performance targets specified\nin the policy. The maximum bonus can reach up to 200% of the annual base salary.\n\nUpon joining Check Point in December 2024, Mr. Zafrir was granted the following equity\nawards: (i) an RSU award of $4.4 million vesting in four annual installments, with $1.4 million of RSUs vesting after the first year and\n$1.0 million of RSUs vesting in each of the remaining second, third and fourth years, (ii) a PSU award of $4 million that is subject to\nachievement of a bookings growth performance criteria set by the Compensation Committee (over a period of four years), and (iii) a stock\noption award to purchase 123,892 ordinary shares at an exercise price equal to 100% of the last reported closing price of the ordinary\nshares on the date of grant, vesting gradually over a period of four years (with a Black-Scholes-Merton value of $6 million calculated\non the date of grant).\n\n \n\nEquity Compensation:\n\n \n\nOn September 3, 2025, following the approval of our Compensation\nCommittee, Board of Directors and the company's shareholders at the 2025 Annual General Meeting, we granted Mr. Zafrir the following equity\nawards: (i) an RSU award of $5.0 million vesting in four annual installments, with $2.0 million of RSUs vesting after the first year and\n$1.0 million of RSUs vesting in each of the remaining second, third and fourth years, (ii) a PSU award of $4 million that is subject to\nachievement of a bookings and ARR growth performance criteria set by the Compensation Committee (over a period of four years), and (iii)\na stock option award to purchase 118,475 ordinary shares at an exercise price equal to 100% of the last reported closing price of the\nordinary shares on the date of grant, vesting gradually over a period of four years (with a Black-Scholes-Merton value of $6 million calculated\non the date of grant).\n\n47\n\n \n\nIn the event Check Point initiates a termination of Mr. Zafrir's\nemployment in his first 24 months (other than for cause)(i.e., prior to December 1, 2026), then 50% of his unvested RSUs and stock options\nwill vest at the end of his employment. In case of death or permanent disability, 100% of Mr. Zafrir's unvested equity awards will vest\nimmediately with any applicable performance conditions deemed to be achieved at target.\n\n \n\nExecutive Chair Compensation.\nAs approved by our Compensation Committee, Board of Directors and the company’s shareholders at the 2025 Annual General Meeting,\nGil Shwed, our founder and Executive Chair of our Board of Directors, was granted options to purchase 170,000 ordinary shares at an exercise\nprice equal to 100% of the closing price of the ordinary shares on the Nasdaq on the date of the grant, vesting gradually over a period\nof four years. We recorded equity-based compensation expenses in our consolidated financial statements for the year ended December 31,\n2025, for Mr. Shwed of $10.7 million. Assumptions and key variables used in the calculation of such amounts are described in Note 2y to\nour audited consolidated financial statements included in Item 18 of this Annual Report.\n\n \n\nIn addition, we recorded cash compensation expenses for Mr. Shwed\nin 2025 of $24.6 thousands in salary expenses, and $24.0 thousands in benefit costs.\n\n \n\nOther than as specified in the share ownership table under the\ncaption “Share ownership” below, none of our directors and executive officers holds more than 1% of our outstanding shares.\n\n \n\n \n\nBoard Practices\n\n \n\nOur board of directors currently consists of eight members, including\nthree outside directors in accordance with the requirements of the Israeli Companies Law. For more information, see “Outside and\nIndependent Directors” below. Under our articles of association, the number of directors on our board is to be no less than six\nand no more than twelve. Each director (other than an outside director as described below) is elected to serve until the next annual general\nmeeting of shareholders and until his or her successor has been elected. Each executive officer is elected by the board of directors and\nserves at the discretion of the board. All of our executive officers and directors, other than non-employee directors, devote substantially\nall of their working time to our business. There are no family relationships among any of our directors, officers or key employees.\n\n \n\nAs permitted under the Israeli Companies Law, our articles of\nassociation provide that any director may, by written notice to us, appoint another person to serve as an alternate director or may cancel\nthe appointment of an alternate director. Any person eligible to serve as a director, other than a person who is already a director or\nan alternate director, may act as an alternate director. The term of appointment of an alternate director may be for one meeting of the\nboard, for a specified period of time, a specified meeting or action of the board or until notice is given of the cancellation of the\nappointment. No director has appointed, and, to our knowledge, no director currently intends to appoint, any other person as an alternate\ndirector. We do not have any service contracts with our directors providing for benefits upon termination of service.\n\n \n\nOutside and Independent Directors\n\n \n\nOutside directors. In\naccordance with the Israeli Companies Law and the relevant regulations, we must have at least two outside directors who meet the Israeli\nstatutory requirements of independence. At least one of the outside directors is required to have “financial and accounting expertise”,\nand the other outside director or directors are required to have “professional expertise”, all as defined under the Israeli\nCompanies Law. Our board of directors has determined that each of Yoav Chelouche, Dafna Gruber and Ray Rothrock has “financial and\naccounting expertise” and each of Dafna Gruber and Ray Rothrock has “professional expertise”.\n\n \n\nAn outside director serves for a term of three years, which may\nbe extended for additional three-year terms. An outside director can be removed from office only under very limited circumstances. All\nof the outside directors must serve on the company’s audit committee and compensation committee (including one outside director\nserving as the chair of the audit committee and the compensation committee), and at least one outside director must serve on each committee\nof the board of directors. As of December 31, 2025, Yoav Chelouche, Dafna Gruber and Ray Rothrock are our outside directors under\nthe Israeli Companies Law. Yoav Chelouche’s and Dafna Gruber’s term of office will expire in 2027, and Ray Rothrock’s\nterm of office will expire in 2026.\n\n \n\nPursuant to the Israeli Companies Law Regulations, an Israeli\ncompany traded on Nasdaq that does not have a “controlling shareholder” (as defined in the Israeli Companies Law) may elect\nnot to appoint Outside Directors to its Board of Directors and not to comply with the Audit Committee and Compensation Committee composition\nand chairman requirements of the Israeli Companies Law (as described above); provided, that the\ncompany complies with the applicable Nasdaq independent director requirements and the Nasdaq Audit Committee and Compensation Committee\ncomposition requirements. Accordingly, Check Point is eligible to adopt the relief provided by the amended Israeli regulations. To date,\nCheck Point has not elected to adopt such relief.\n\n \n\nIndependent directors.\nThe Sarbanes-Oxley Act of 2002, as well as related rules subsequently implemented by the Securities and Exchange Commission and the Nasdaq,\nrequires issuers to comply with various corporate governance practices. Under the rules applicable to us as a foreign private issuer,\nwe are required to have a majority of independent directors within the meaning of the applicable Nasdaq regulations. Our board of directors\ncomplies with these requirements by including a majority of members who are independent directors within the meaning of the applicable\nNasdaq regulations.\n\n48\n\n \n\nPursuant to the Israeli Companies Law, an Israeli company whose\nshares are publicly traded may elect to adopt a provision in its articles of association pursuant to which a majority of its board of\ndirectors (or a third of its board of directors in case the company has a controlling shareholder) will consist of individuals complying\nwith certain independence criteria prescribed by the Israeli Companies Law, as well as certain other recommended corporate governance\nprovisions. Although we have not included these provisions in our articles of association because our board of directors already complies\nwith the independence requirements and the corporate governance rules of the Nasdaq, as described below, a majority of our board of directors\nand all the members of our audit committee, compensation committee and nominating, sustainability and corporate governance committee are\ndirectors who comply with the independence criteria prescribed by the Israeli Companies Law.\n\n \n\n \n\nOur board of directors has determined that each of Yoav Chelouche,\nDafna Gruber, Tzipi Ozer-Armon, Ray Rothrock, Tal Shavit Shenhav, Jill Smith and Jerry Ungerman is an independent director under the applicable\nNasdaq regulations and the Israeli Companies Law. Our independent directors have regularly held meetings at which only independent directors\nare present.\n\nCommittees of the Board of Directors\n\n \n\nOur articles of association provide that the board of directors\nmay delegate all of its powers to committees of the board as it deems appropriate, subject to the provisions of Israeli law. Our board\nof directors has established an audit committee, a compensation committee and a nominating, sustainability and corporate governance committee.\n\n \n\nAudit Committee. Under\nthe Israeli Companies Law, the board of directors of any public company must establish an audit committee. The audit committee must consist\nof at least three directors, must include all of the outside directors (including one outside director serving as the chair of the audit\ncommittee), and a majority of the committee members must comply with the director independence requirements prescribed by the Israeli\nCompanies Law.\n\n \n\nThe audit committee may not include the chairman of the board,\nor any director employed by us, by a controlling shareholder or by any entity controlled by a controlling shareholder, or any director\nproviding services to us, to a controlling shareholder or to any entity controlled by a controlling shareholder on a regular basis, or\nany director whose income is primarily dependent on a controlling shareholder, and may not include a controlling shareholder or any relatives\nof a controlling shareholder. Individuals who are not permitted to be audit committee members may not participate in the committee’s\nmeetings other than to present a particular issue at the request of the chair of the committee. However, an employee who is not a controlling\nshareholder or relative may participate in the committee’s discussions but not in any vote, and the company’s legal counsel\nand corporate secretary (if they are not a controlling shareholder or relative) may participate in the committee’s discussions and\nvotes if requested by the committee.\n\n \n\nIn addition, the Nasdaq regulations also require us to maintain\nan audit committee consisting of at least three directors, all of whom must be independent under the Nasdaq regulations applicable to\naudit committee members and each of whom is financially literate and one of whom has accounting or related financial management expertise.\nYoav Chelouche is the chairman of the audit committee. Dafna Gruber, Tzipi Ozer-Armon and Ray Rothrock serve as the other members of our\naudit committee. Following the filing of this Annual Report, Ms. Gruber will assume the role of Chair of the Audit Committee and replace\nMr. Chelouche. The audit committee has adopted a written audit committee charter as required by the Nasdaq regulations.\n\n \n\nThe audit committee’s duties include providing assistance\nto the board of directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting,\ninternal control and legal compliance functions. In this respect the audit committee approves the services performed by our independent\naccountants and reviews their reports regarding our accounting practices and systems of internal accounting controls. The audit committee\nalso oversees the audits conducted by our independent accountants and takes those actions, as it deems necessary, to satisfy itself that\nthe accountants are independent of management. Under the Israeli Companies Law, the audit committee is also required to monitor whether\nthere are any deficiencies in the administration of our company, including by consulting with the internal auditor and independent accountant,\nto review, classify and approve related party transactions and extraordinary transactions, to review the internal auditor’s audit\nplan and to establish and monitor whistleblower procedures.\n\n \n\nUnder the Israeli Companies Law, a meeting of the audit committee\nis properly convened if a majority of the committee members attend the meeting and, in addition, a majority of the attending committee\nmembers are independent directors within the meaning of the Israeli Companies Law, and include at least one outside director.\n\n49\n\n \n\nCompensation Committee.\nUnder the Israeli Companies Law, the board of directors of any public company must establish a compensation committee. The compensation\ncommittee must consist of at least three directors, include all of the outside directors (including one outside director serving as the\nchair of the compensation committee), and a majority of the committee members must comply with the director independence requirements\nprescribed by the Israeli Companies Law.\n\n \n\nSimilar to the rules that apply to the audit committee, the compensation\ncommittee may not include the chairman of the board, or any director employed by us, by a controlling shareholder or by any entity controlled\nby a controlling shareholder, or any director providing services to us, to a controlling shareholder or to any entity controlled by a\ncontrolling shareholder on a regular basis, or any director whose primary income is dependent on a controlling shareholder, and may not\ninclude a controlling shareholder or any of its relatives. Individuals who are not permitted to be compensation committee’s members\nmay not participate in the committee’s meetings other than to present a particular issue; provided, however, that an employee that\nis not a controlling shareholder or its relative may participate in the committee’s discussions but not in any vote. The company’s\nlegal counsel and corporate secretary may participate in the committee’s discussions and votes if requested by the committee.\n\n \n\nIn addition, the Nasdaq rules also require us to maintain a compensation\ncommittee consisting of at least two independent directors. Each of the members of the compensation committee is required to be independent\nunder Nasdaq rules relating to compensation committee members, which are different from the general test for independence of board and\ncommittee members. Each of the members of our compensation committee satisfies those requirements. Yoav Chelouche is the chairman of the\ncompensation committee. Dafna Gruber, Tzipi Ozer-Armon and Ray Rothrock serve as the other members of our compensation committee. The\ncompensation committee has adopted a written compensation committee charter.\n\n \n\nThe compensation committee’s duties include recommending\nto the board of directors a compensation policy for executives and monitor its implementation, approve compensation terms of executive\nofficers, directors and employees affiliated with controlling shareholders, make recommendations to the board of directors regarding the\nissuance of equity incentive awards under our equity incentive plans, and exempt certain compensation arrangements from the requirement\nto obtain shareholder approval under the Israeli Companies Law.\n\n \n\nNominating, Sustainability and\nCorporate Governance Committee. The nominating, sustainability and corporate governance committee identifies prospective board\ncandidates, recommends nominees for election to our board of directors, develops and recommends board member selection criteria, considers\ncommittee member qualification, supervises the selection and composition of committees of our board of directors, provides oversight in\nthe evaluation of our board of directors and each committee, oversees our policies, programs and strategies related to environmental,\nsocial and governance (ESG) matters and develops and recommends to the board a set of corporate governance guidelines. Jill Smith is the\nchairman of the nominating, sustainability and corporate governance committee. Tzipi Ozer-Armon and Tal Shavit Shenhav serve as the other\nmembers of our nominating, sustainability and corporate governance committee. The nominating, sustainability and corporate governance\ncommittee has adopted a written nominating committee charter.\n\n \n\nEmployees\n\n \n\nAs of December 31, 2025, we had 6,825  employees, as\nwell as 354 subcontractors (336 subcontractors in 2024, 277 subcontractors in 2023). Over the past three years, the number of our employees\nby geographic area was as follows:\n\n \n \n\nAs of December 31,\n\n \n\n \n\n \n\n2025\n\n \n \n\n2024\n\n \n \n\n2023\n\n \n\nFunction:\n\n \n \n \n \n \n \n \n \n \n\nIsrael\n\n \n \n\n2,944\n\n \n \n \n\n2,874\n\n \n \n \n\n2,672\n\n \n\nRest of the World\n\n \n \n\n3,881\n\n \n \n \n\n3,795\n\n \n \n \n\n3,778\n\n \n\n    Total\n\n \n \n\n6,825\n\n \n \n \n\n6,669\n\n \n \n \n\n6,450\n\n \n\n \n\nWe are subject to Israeli labor laws and regulations with respect\nto our Israeli employees. The Israeli labor laws differ materially from U.S. labor laws and, in some cases, impose material obligations\non us (such as severance pay and mandatory cost of living increases). We are also subject to the labor laws and regulations of other jurisdictions\nin the world where we have employees.\n\n50\n\n \n\nShare Ownership\n\n \n\nThe following table shows information regarding beneficial ownership\nby our directors and executive officers as of February 28, 2026. Beneficial ownership is determined in accordance with rules of the Securities\nand Exchange Commission.\n\n \n\nAll information with respect to the beneficial ownership of any\nprincipal shareholder has been furnished by such shareholder and, unless otherwise indicated below, we believe that persons named in the\ntable have sole voting and sole investment power with respect to all of the shares shown as beneficially owned, subject to community property\nlaws, where applicable. All shares shown as beneficially owned have identical rights in all respects. The shares beneficially owned by\nthe directors include the shares owned by their family members to which such directors disclaim beneficial ownership.\n\n \n\nThe share numbers and percentages listed below are based on shares\noutstanding as of February 28, 2026.\n\n \n\nName\n\n \n\nNumber of\nshares\n\nbeneficially\nowned (1)(5)\n\n \n \n\n% of\nclass of\nshares\n\n(2)\n\n \n\nTitle of securities\ncovered\nby the\noptions, RSUs and PSUs\n\n \n\nNumber of\noptions, RSUs, and\nPSUs (3)\n\n \n \n\nExercise price of\noptions\n\n \n\nDate of expiration of\noptions\n\nGil Shwed\n\n \n \n\n26,492,908\n\n \n \n \n\n25.03\n\n%(4)\n\nOrdinary shares\n\n \n \n\n1,622,500\n\n \n \n\n$\n\n122.12 - $173.21\n\n \n\n08/02/2027 – 10/30/2031\n\nAll directors and officers as a group (12 persons including Mr. Shwed)(5)          \n\n \n \n\n27,030,338\n\n \n \n \n\n25.43\n\n%\n\nOrdinary shares\n\n \n \n\n2,057,008\n\n \n \n\n$\n\n114.23-$216.86\n\n \n\n06/18/2026 – 09/02/2032\n\n \n\n                          \n\n(1)\n\nThe number of ordinary shares shown includes shares that each shareholder has the right to acquire pursuant to stock options that\nare exercisable and RSUs and PSUs that vest within 60 days after February 28, 2026.\n\n(2)\n\nIf a shareholder has the right to acquire shares by exercising stock options or has RSUs and PSUs (as determined in accordance with\nfootnote (1)), these shares are deemed outstanding for the purpose of computing the percentage owned by the specific shareholder (that\nis, they are included in both the numerator and the denominator), but they are disregarded for the purpose of computing the percentage\nowned by any other shareholder.\n\n(3)\n\nNumber of options immediately exercisable or exercisable and RSUs and PSU that vest within 60 days from February 28, 2026.\n\n(4)\n\nThe share amount and holding percentage includes unexercised stock options. Without such unexercised stock options, the 24,870,408\nissued ordinary shares held by Gil Shwed represented 23.86%  of the outstanding ordinary shares and voting rights as of February\n28, 2026.\n\n(5)\n\nFor information regarding the share ownership of each of our directors and executive officers, please refer to Item 7.A. “Major\nShareholders and Related Party Transactions—Major Shareholders”.\n\n \n\nEquity Incentive Plans\n\n \n\nThe following table summarizes our equity incentive plans, which\nhave outstanding awards as of December 31, 2025:\n\n \n\nPlan\n\n \n\nOutstanding\noptions,\n\nRSUs & PSUs\n\n \n \n\nOptions\noutstanding\n\nexercise price\n\n \n\nDate of expiration of options\n\n \n\nOptions\nexercisable\n\n \n\n2005 United States Equity Incentive Plan\n\n \n \n\n1,024,515\n\n \n \n\n$\n\n105.65-$191.47\n\n \n\n 06/18/2026-09/02/2032\n\n \n \n\n166,960\n\n \n\n2005 Israel Equity Incentive Plan\n\n \n \n\n5,158,816\n\n \n \n\n$\n\n114.23-$223.08\n\n \n\n 02/05/2026-09/03/2032\n\n \n \n\n1,913,805\n\n \n\nDome9 Equity Incentive Plan\n\n \n \n\n226\n\n \n \n\n$\n\n12.99\n\n \n\n12/21/2027          \n\n \n \n\n226\n\n \n\n \n\nIn 2005, we adopted our 2005 United States Equity Incentive Plan\nand our 2005 Israel Equity Incentive Plan, which were subsequently amended in January 2014, July 2018, August 2020 and August 2023. We\nrefer to the plans, as amended, as the U.S. Equity Plan and the Israel Equity Plan, and, together, as the Equity Plans.\n\n \n\nNumber of Ordinary Shares Reserved for Future Grants under the\nEquity Plans\n\n \n\nFollowing the amendments to the Equity Plans in July 2018, commencing\nDecember 31, 2018, on 31, December of each year, the number of Reserved and Authorized Shares (as defined below) under both Equity\nPlans together shall be automatically reset on such date to equal 10% of the sum of (i) the number of ordinary shares issued and\noutstanding on such date and (ii) the number of ordinary shares reserved and authorized under the Equity Plans for outstanding awards\ngranted under the Equity Plans as of such date (provided, however, that in no event shall the number of Reserved and Authorized Shares\nbe less than the number of ordinary shares reserved and authorized under the Equity Incentive Plans for outstanding awards granted under\nthe Equity Incentive Plans as of such date). The number of “Reserved and Authorized Shares”\nunder the Equity Plans shall equal the sum of (i) the number of ordinary shares reserved and authorized under the Equity Plans for\noutstanding awards granted under the Equity Plans as of such date, and (ii) the number of ordinary shares reserved, authorized and\navailable for issuance under the Equity Plans on such date.\n\n51\n\n \n\nAccordingly, as of December 31, 2025, the number of Reserved\nand Authorized Shares under both Equity Plans together was reset to equal 11,178,565.\n\n \n\nAs of December 31, 2025, options to purchase 3,128,875 ordinary\nshares were outstanding under the Equity Plans and the Dome9 Equity Incentive Plan combined. The option exercise prices of the outstanding\noptions as of December 31, 2025 range between $12.99 and $223.08 per share. As of December 31, 2025, 3,054,682 RSUs and PSUs\nwere outstanding under the Equity Plans combined.\n\n \n\nAdministration\n\n \n\nBoth Equity Plans are administered by our board of directors\nor a committee of our board. The compensation committee of our board of directors currently operates as the administrator of the Equity\nPlans. The administrator has full power to determine the persons to whom awards shall be granted and the other terms of the awards granted,\nincluding (a) the number of shares subject to each award, (b) the duration of the related award agreement, (c) the time,\nmanner and form of payment upon the exercise of an award, and (d) other terms and provisions governing the awards. The administrator\nalso establishes the vesting schedule of awards that are granted.\n\n \n\n2005 United States Equity Incentive Plan, as Amended\n\n \n\nAwards. The U.S. Equity\nPlan provides for the following kinds of awards, which we refer to generically as awards: (i) Incentive Stock Options (ISOs), (ii)\nNon-statutory Stock Options (NSOs), (iii) Restricted Stock, (iv)  RSUs, (v) Performance Shares, (vi) Performance RSUs (“PSUs”)\nand (vii) Deferred Stock Units. All of these awards can vest based on time or performance milestones.\n\n \n\n \n\nGranting of options, price and\nduration. Our U.S. Equity Plan provides that each option will expire on the date stated in the notice of grant, which will not\nbe more than seven years from its date of grant (or five years, in the case of an ISO granted to a person who on the date of grant owns\n10% or more of our voting power). The exercise price of an option cannot be less than 100% of the fair market value per share on the date\nof grant (or 110% of the fair market value, in the case of an ISO granted to a person who on the date of grant owns 10% or more of our\nvoting power). The administrator will fix the period within which the award can be exercised and the exercise price. No option award can\nvest until at least six months after the grant date.\n\n \n\nGranting of awards, other than\noptions, and price. The administrator can determine the conditions that must be satisfied, which typically will be based principally\nor solely on the recipient’s continuing to provide services to us, but conditions may also include a performance-based component.\nWe can issue ordinary shares under grants of Restricted Stock, RSUs, Performance Shares and PSUs upon payment of their nominal value.\nNo such award can vest until at least one year after the grant date. Deferred Stock Units consist of Restricted Stock, RSUs, Performance\nShares, or PSUs that the administrator permits to be paid out in installments or on a deferred basis.\n\n \n\n2005 Israel Equity Incentive Plan, as Amended\n\n \n\nAwards. The Israel Equity\nPlan provides for the following kinds of awards, which we refer to generically as awards: (i) “Approved 102 Options/Shares”,\nwhich are grants to directors, employees and officers that are eligible for favorable tax treatment in Israel and which must be held by\na trustee for a minimum period as prescribed by Israeli law; (ii) “Non-approved 102 Options/Shares”, which are grants of options\nor shares that are not eligible for favorable tax treatment in Israel and which may be held directly by the participants; (iii) Restricted\nStock; (iv) RSUs; (v) Performance Shares; (vi) PSUs; and (vii) Deferred Stock Units. All of these awards can vest based\non time or performance milestones.\n\n \n\nTrustee. A trustee designated\nby our board of directors and approved by the Israel Tax Authority must hold any shares allocated or issued upon exercise of Approved\n102 Options or other shares subsequently received following any realization of rights, including bonus shares (stock dividends), for at\nleast the period of time specified by Section 102 of Israel’s Income Tax Ordinance.\n\n \n\nGranting of options, price and\nduration. Our Israel Equity Plan provides that each option will expire on the date stated in the option agreement, which will not\nbe more than seven years from its date of grant. The exercise price of an option cannot be less than 100% of the fair market value per\nshare on the date of grant. The administrator will fix the period within which the award can be exercised and the exercise price. No option\naward can vest until at least six months after the grant date.\n\n52\n\n \n\nGranting of awards, other than\noptions, and price. The administrator can determine the conditions that must be satisfied, which typically will be based principally\nor solely on the recipient’s continuing to provide services to us, but conditions may also include a performance-based component.\nWe can issue ordinary shares under grants of Restricted Stock, RSUs, Performance Shares and PSUs upon payment of their nominal value.\nNo such award can vest until at least one year after the grant date. Deferred Stock Units consist of Restricted Stock, RSUs, Performance\nShares, or PSUs that the administrator permits to be paid out in installments or on a deferred basis.\n\n \n\nChange of control arrangements.\nUpon a change of control of us, if the acquirer refuses to assume or provide substitute awards, then the administrator of the equity\nplans, which is currently the compensation committee of our board of directors, can either terminate all unvested awards or accelerate\nthe vesting period of any award under our Equity Plans. The administrator also has the authority to accelerate the vesting of the ordinary\nshares subject to outstanding awards held by our directors, officers and employees in connection with the subsequent termination of some\nofficers’ employment following a change of control event.\n\n \n\nDome9 Security Ltd. 2011 Share Option Plan and the 2016 Equity\nIncentive Subplan\n\n \n\nIn connection with our acquisition of Dome9 Security Ltd. in\nOctober 2018, we assumed certain outstanding Dome9 share options under the Dome9 Security Ltd. 2011 Share Option Plan and the 2016 Equity\nIncentive Subplan, or the Dome9 Equity Plan, which were converted into options to purchase 47,816 of our ordinary shares.\n\n \n\nAs of December 31, 2025, options to purchase 226 ordinary\nshares were outstanding under the Dome9 Equity Plan on that date. The single outstanding grant under this plan has a term of ten years,\nexpiring in December 2027, and an option exercise price of $12.99 per share. No further options can be granted under the Dome9 Equity\nPlan.\n\n \n\n \n\nEmployee Stock Purchase Plans\n\n \n\nIn 1996, we adopted an Employee Stock Purchase Plan, which was\nsubsequently amended and restated in 2015, and further amended in June 2019, July 2020, January 2024 and September 2025. We refer to the\nEmployee Stock Purchase Plan, as amended and restated, as the US ESPP, and the Employee Stock Purchase Plan (Non-U.S. Employees), as the\nNon-US ESPP, and together with the US ESPP, as the “ESPPs”. The ESPPs permit employees to purchase ordinary shares through\npayroll deductions.\n\n \n\nAs of February 28, 2026, 586,872 ordinary shares were available\nunder the US ESPP and 1,057,896 ordinary shares were available under the Non-US ESPP.\n\n \n\nEach ESPP has six-month offering periods, with purchases occurring\nin January and July. Each of the ESPPs will terminate on the earliest of (i) the last business day in January 2036, (ii) when no\nmore shares are available for issuance under the applicable ESPP, or (iii) when all purchase rights under the applicable ESPP are\ngranted or exercised in connection with a “Corporate Transaction” as defined in the applicable ESPP.\n\n \n\nAn eligible employee can purchase ordinary shares at a price\nof 85% of the fair market value of the ordinary shares at the beginning of the six-month offering period (or 85% of the fair market value\nof the ordinary shares on the semi-annual purchase date, if that is lower). Each eligible employee can elect to purchase ordinary shares\nunder the ESPP in an amount of up to 15% of the employee’s compensation, but not more than 1,250 shares per participant on any purchase\ndate. Employees may terminate their participation in the ESPP at any time during the offering period, and participation ends automatically\non termination of employment with us. Each outstanding purchase right will be exercised immediately prior to our merger or consolidation\nwith another company. Our board of directors may amend or terminate each of the ESPPs immediately after the close of any purchase date.\n\nDisclosure of a Registrant’s Action to Recover Erroneous\nAwarded Compensation\n\n \n\n None."}