DEF 14A of Taboola.com Ltd.
Filed Apr 23, 2024 · FY20230001140361-24-021401
Taboola i 2024 Proxy Statement
| Option Exercises and Stock Vested | 34 | | Severance and Potential Payments Upon Change in Control | 34 | | CEO Pay Ratio | 35 | | Pay versus Performance | 35 | | Security Ownership of Certain Beneficial Owners and Management | 39 | | Proposal 2: Approval of Advisory Proposal on Executive Compensation | 41 | | Proposal 3: Approval of an Increase to Non-Employee Director Compensation and Approval and Ratification of Certain Director Expenses | 42 | | Audit Committee Matters | 44 | | Audit Committee Pre-Approval Policies and Procedures | 44 | | Audit and Non-Audit Fees | 44 | | Report of the Audit Committee | 45 | | Proposal 4: Re-Appointment of Independent Auditors | 46 | | General Information About the Annual Meeting | 47 | | Questions and Answers About Voting | 47 |
Board of Directors
Board of Directors The table below presents information on each of the Class III nominees for director of the Company and each of the continuing directors who are not being voted on at the Annual Meeting. Each of the nominees is a current director of the Company and the Company believes each possesses the qualifications to serve as a member of our Board. The information set forth below is as of March 31, 2024.
Board of Directors
| Name and Principal Occupation | Class | Age | Current Committee Membership | Director Since | Current Term Expires | Nominated for Term Expiring | | Class III Director Nominees | | | | | | | | Zvi Limon General Partner and Co-Founder, Magma Venture Partners | III | 65 | Audit; Compensation | 2007 | 2024 | 2027 | | Monica Mijaleski Chief Financial Officer, Yahoo! | III | 48 | None | 2023 | 2024 | 2027 | | Adam Singolda Founder and CEO, Taboola.com Ltd. | III | 42 | None | 2007 | 2024 | 2027 | | Continuing Directors | | | | | | | | Deirdre Bigley Retired Chief Marketing Officer, Bloomberg L.P. | I | 59 | Audit | 2021 | 2025 | | | Lynda Clarizio Retired President of U.S. Media, Nielsen Holdings plc | I | 63 | Nominating and Governance | 2021 | 2025 | | | Erez Shachar Co-founder and Managing Partner, Qumra Capital Management Ltd. | I | 60 | Compensation; Nominating and Governance | 2007 | 2025 | | | Nechemia J. Peres Managing General Partner and Co-Founder, Pitango Venture Capital | II | 65 | Compensation; Nominating and Governance | 2013 | 2026 | | | Richard Scanlon Founding Partner, Marker LLC | II | 54 | Audit | 2018 | 2026 | | | Gilad Shany Managing Partner, ION Crossover Partners Ltd. | II | 47 | Audit; Nominating and Governance | 2021 | 2026 | |
Board of Directors
Corporate Governance Summary Here is a summary of the key governance practices and policies that our Board believes help advance our goals and protect the interests of our shareholders, including:
Board of Directors
| | Base a significant portion of executive compensation opportunity on financial performance | | Maintain an anti-hedging and pledging policy | | | Set annual incentive targets for our executive officers based on objective performance measures | | Offer equity and cash compensation to our executive officers which we believe incentivizes them to deliver both short-term and long-term shareholder value | | | Maintain a forfeiture and clawback policy that complies with recently adopted SEC rules | | Mitigate dilution by use of a net issuance mechanism for certain executives and our share buyback program | | | Maintain a majority independent Board | | Maintain an independent compensation committee which engages an independent compensation advisor | | | Maintain entirely independent Board committees | | Cap short-term performance-based cash bonus payments | | | Emphasize pay-for-performance – meaning the earning of annual bonuses are subject to the attainment of objective performance measurements | | Regularly review the executive compensation and peer group data |
Board of Directors
Overview of 2023 Executive Compensation Program Our executive compensation program is designed to recruit, motivate and retain highly qualified executive officers, reward strong Company performance and align the long-term interests of our executive officers with those of our shareholders. We do this by offering competitive compensation that is reflective of market practices and comprised of elements that promote strong short- and long-term performance. The table below offers a snapshot of the key components of our executive compensation program and the rationale underlying each element.
Board of Directors
| Component | Form | Purpose | | Base Salary | Cash | Fixed cash compensation that provides a base level of cash compensation for performing day-to-day job responsibilities, based on level of responsibility | | Short-Term Incentive | Cash | Variable annual performance-based award opportunity based on achievement with respect to Company defined goals and metrics | | Long-Term Incentive | Time-based Restricted Share Units | Multiyear time-based award that aligns the interest of our Named Executive Officers, or NEOs, with shareholders and promotes retention by vesting over a four-year period subject to employment with the Company through each vesting date |
Board of Directors
Environmental, Social and Governance Taboola believes social responsibility, good governance, minding its environmental footprint and evolving its culture to powerfully support its strategies is critical to our long-term success. We firmly believe in the principles of sound governance and helping our clients succeed. We are dedicated to maintaining a global and inclusive workplace where employees feel valued and engaged. We believe we have a responsibility to enrich our communities, both in the way we carry out our operations and in the platform and services we offer. As part of these efforts, the Nominating and Governance Committee oversees our strategies, policies, and practices relating to environmental, social and governance matters. Additional Voting Information Quorum: At the Annual Meeting, the presence in person or by proxy of two or more shareholders holding not less than thirty-three and one-third percent (33(1)∕3%) of the voting power of the shares issued and outstanding and entitled to vote at the Annual Meeting is required for the Annual Meeting to proceed. Abstentions and broker non-votes will qualify for determining whether there is a quorum. Proposal 1: Re-election of Three Class III Directors. Each nominee for director is elected by a majority of the votes cast. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” the nominee. Any nominee who receives more votes cast “FOR” their election than “AGAINST” will be elected as a Class III director to serve until the 2027 Annual General Meeting of Shareholders and until their respective successors are duly elected and qualified. Abstentions and broker non-votes will have no effect on the outcome of this proposal. Proposal 2: Advisory Approval on Executive Compensation. The approval, on an advisory basis, of the compensation of our NEOs in this Proxy Statement requires the “FOR” vote of a majority of the voting power of the shares present in person or represented by proxy entitled to vote and voting on such proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal. Proposal 3: Approval of an Increase to Non-Employee Director Compensation and Approval and Ratification of Certain Director Expenses. The approval of the increase to non-employee director compensation and approval and ratification of certain director expenses in this Proxy Statement requires the “FOR” vote of a majority of the voting power of the shares present in person or represented by proxy entitled to vote and voting on such proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal. Proposal 4: Re-Appointment of Independent Auditors. The ratification of the appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm requires the “FOR’’ vote of a majority of the voting power of the shares present in person or represented by proxy entitled to vote and voting on such proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal. If your shares are held by a broker, you must instruct your broker how to vote for Proposals 1, 2 and 3. If you have not instructed the broker how to vote, your shares will not be voted with respect to Proposals 1, 2 and 3, however, your broker does have the discretionary authority to vote your shares on Proposal 4.
Director Nominee Qualifications, Diversity and Skills
Director Nominee Qualifications, Diversity and Skills We believe that our Board should have a variety of qualifications, skill sets and experience that, when taken as a whole, best serve the Company and our shareholders. We recognize the importance of diversity with regard to the composition of the Board and seek to have a Board that consists of members with a diversity of experience, perspectives and viewpoints, including diversity with respect to gender, race, ethnicity and nationality.
Identifying Director Nominees
Identifying Director Nominees In connection with nominating directors for election each year and evaluating the need for new director candidates as appropriate, including skill sets, diversity and specific business background, the Nominating and Governance Committee, with input from the entire Board and management, focuses on the Board’s capabilities and functioning as a whole. The Board expects all directors and director nominees to possess the following attributes or characteristics:
Identifying Director Nominees
| • | The highest personal and professional ethics and integrity; |
Identifying Director Nominees
| • | Proven achievement and competence in their respective field and the ability to exercise sound business judgment; |
Identifying Director Nominees
| • | Skills that are complementary to those of the existing Board; |
Identifying Director Nominees
| • | The ability and commitment to attend Board and committee meetings and to invest sufficient time and energy in monitoring management’s conduct of the business and compliance with Taboola’s operating and administrative procedures; and |
Identifying Director Nominees
| • | An understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities. |
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION Members of the Board who are not employees are eligible for compensation under our Compensation Policy for Executive Officers and Directors, or the Compensation Policy. The Compensation Policy was adopted by the Board, and approved by shareholders, with the objective of assembling a high-performing Board that could best guide the Company in achieving its strategic and operational goals, and promoting long-term shareholder value. The Compensation Policy is periodically reviewed under the combined leadership of the Compensation Committee and Board to ensure that it continues to satisfy the Board’s overall compensation objectives and philosophy. The Compensation Committee and Board are aided in their review by an independent compensation consultant, Pearl Meyer, which provides compensation benchmarking and consultation services. For 2023, each of the Company’s non-employee directors received the following cash compensation, which is paid in quarterly installments: (i) annual Board retainer of $35,000 (or $110,000 for the chairperson); (ii) $10,000 per membership of the Audit Committee (or $20,000 for the chairperson); (iii) $7,500 per membership of the Compensation Committee (or $15,000 for the chairperson); (iv) and $3,000 per membership of the Nominating and Governance Committee or any other Board Committee (or $7,500 for the chairperson). In addition, upon election or appointment, non-employee directors will be granted a restricted share unit award under our equity incentive plan at a value of $360,000, which will vest over a period of one year, and thereafter, provided the director is still in office, an annual restricted share unit award of $180,000, which will vest over a period of one year.
2023 Director Compensation
2023 Director Compensation The following table summarizes compensation paid to our non-employee directors during the year ended December 31, 2023. Directors who are also our employees receive no additional compensation for their service as a director. During the year ended December 31, 2023, Mr. Singolda, Taboola’s Founder and CEO, was an employee. Mr. Singolda’s compensation is discussed in the “Executive Compensation” section beginning on page 21.
2023 Director Compensation
| Name | Fees earned or paid in cash ($) | Stock Awards ($)(1) | Total ($) | | Deirdre Bigley(1) | 45,000 | 180,000 | 225,000 | | Lynda Clarizio(1) | 42,500 | 180,000 | 222,500 | | Zvi Limon(1) | 127,500 | 180,000 | 307,500 | | Nechemia J. Peres(1) | 45,500 | 180,000 | 225,500 | | Rick Scanlon(1) | 55,000 | 180,000 | 235,000 | | Erez Shachar(1) | 53,000 | 180,000 | 233,000 | | Gilad Shany(1)(2) | 48,000 | 180,000 | 228,000 | | Monica Mijaleski | 35,000 | 360,000 | 395,000 |
2023 Director Compensation
| (1) As of December 31, 2023, each of these non-employee directors had 51,370 unvested RSUs which will vest 100% on July 1, 2024, subject to their continuous Board service through the vesting date. |
2023 Director Compensation
| (2) As of December 31, 2023, Mr. Shany had 59,211 vested RSUs. The RSUs will not convert to Ordinary shares until the satisfaction of an additional time-based settlement condition to occur in August 2024. The settlement is not conditioned on Mr. Shany’s continuous service through the settlement date. |
Re-election of Class III Directors
Re-election of Class III Directors Our Board currently has nine directors and is divided into three classes with staggered three-year terms as follows:
Re-election of Class III Directors
| • | the Class I directors are Deirdre Bigley, Lynda Clarizio and Erez Shachar, and their terms will expire at our annual meeting of shareholders to be held in 2025; |
Re-election of Class III Directors
| • | the Class II directors are Nechemia J. Peres, Richard Scanlon and Gilad Shany, and their terms will expire at the annual meeting of shareholders to be held in 2026; and |
Re-election of Class III Directors
| • | the Class III directors are Zvi Limon, Monica Mijaleski and Adam Singolda, and their terms will expire at the Annual Meeting. |
Re-election of Class III Directors
At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class will be for a term of office that expires on the date of the third annual general meeting following such election or re-election. At the Annual Meeting, shareholders will be asked to re-elect Zvi Limon, Monica Mijaleski and Adam Singolda. If re-elected at the Annual Meeting, each of Zvi Limon, Monica Mijaleski and Adam Singolda will serve until the 2027 annual general meeting of our shareholders, and until their successor has been duly elected and qualified, or until their office is vacated in accordance with our Articles of Association or the Companies Law. In accordance with the Companies Law, each of Zvi Limon, Monica Mijaleski and Adam Singolda has certified to us that they meet all the requirements of the Companies Law for election as a director of a public company, and possesses the necessary qualifications and has sufficient time to fulfill their duties as a director of the Company, taking into account the size and special needs of the Company. During 2023, each Class III director attended 75% or more of total meetings of the Board and committees on which he or she served during 2023. The Nominating and Governance Committee of our Board recommended that each of Zvi Limon, Monica Mijaleski and Adam Singolda be re-elected at the Meeting as a Class III director for a term to expire at the 2027 annual general meeting of our shareholders, and until their successor has been duly elected and qualified, or until their office is vacated in accordance with our Articles of Association or the Companies Law. Our Board approved this recommendation.
Re-election of Class III Directors
| The Board of Directors unanimously recommends that you vote FOR each of the nominees for director. |
Re-election of Class III Directors
CLASS III DIRECTOR NOMINEES (NOMINATED FOR TERM EXPIRING 2027)
Re-election of Class III Directors
| Zvi Limon Independent Chairman of the Board | General Partner and Co-Founder, Magma Venture Partners | Age:65 | Director since: 2007 | Committees: Audit Committee; Compensation Committee Mr. Limon has served on Taboola’s Board since 2007 and served as its Chairman since 2018. Mr. Limon is a General Partner and co-founder of Magma Venture Partners. He has been an active investor in public and private technology companies in Israel and abroad since 1990. Prior to that, Mr. Limon was a management consultant at Bain & Co. in London and Shaldor Ltd. in Israel. He is also an experienced board member of various public and private companies. Mr. Limon holds an M.B.A degree from the INSEAD Business School and a B.A. in Business Administration and Economics from Bar Ilan University. | | | Mr. Limon brings extensive experience to our Board, due to his years of providing strategic and investment advisory services to companies and his deep understanding of our company from his years of service on our Board. |
Re-election of Class III Directors
| Monica Mijaleski Not Independent | Chief Financial Officer, Yahoo! | Age: 48 | Director since: 2023 | Committees: None Ms. Mijaleski has served on Taboola’s Board since January 2023. Ms. Mijaleski currently serves as Yahoo’s Chief Financial Officer, a position she has held since September 2021. In this role she oversees all finance operations for Yahoo’s global business, including Controllership, FP&A, Treasury, Procurement, Internal Audit, Yield and Pricing, Real Estate and Research & Analytics. Prior to joining Yahoo, Ms. Mijaleski served as Group Chief Financial Officer of Verizon Media from February 2020 to September 2021 and as Vice President of Finance Media Brands and Business Development from May 2019 to February 2020. During the period from July 2016 to April 2019, Ms. Mijaleski served as News Corp’s Senior Vice President, Head of FP&A, Management Reporting and Financial Systems. Prior to joining News Corp in December 2015 as Vice President of Financial Planning Analysis, she began her career in 2005 at Sony Music holding roles of increasing responsibility. Ms. Mijaleski is a Certified Public Account and received her Masters in Professional Accounting at MacQuarie University in Sydney, Australia, and her Bachelor of Science (Biomedical Sciences) at University of Technology in Sydney, Australia. | | | Ms. Mijaleski’s experience leading the finance function of a global organization and significant experience in corporate finance and financial reporting acquired through senior executive roles provides the Board with a valuable understanding and perspective on corporate finance matters. |
Re-election of Class III Directors
| Adam Singolda Not Independent | Founder and CEO, Taboola.com Ltd. | Age: 42 | Director since: 2007 | Committees: None Mr. Singolda has been the Chief Executive Officer, as well as a director, of Taboola since it began operations in 2007. He also serves as a member of the board of directors of K Health, the healthcare startup he co-founded in 2016. Prior to that Mr. Singolda studied Computer Science at The Open University of Israel and spent 6½ years serving in an advanced cyber technology unit of the Israel Defense Forces, serving as a research and development engineer and manager. He graduated IDF officers’ academy with honors. | | | Mr. Singolda’s experience as the founder and Chief Executive Officer of Taboola makes him exceptionally well qualified to serve on our Board. |
Re-election of Class III Directors
CLASS I DIRECTORS (TERM EXPIRES 2025)
Re-election of Class III Directors
| Deirdre Bigley Independent | Retired Chief Marketing Officer, Bloomberg L.P. | Age: 59 | Director since: 2021 | Committees: Audit Committee Ms. Bigley has served on Taboola’s Board since April 2021. Ms. Bigley joined Bloomberg, L.P., a global business and financial information and news leader, in 2009 and served as the Chief Marketing Officer from 2013 to 2021. Prior to joining Bloomberg, L.P., Ms. Bigley spent thirteen years at International Business Machines Corporation (IBM), serving in several capacities, including Vice President of Worldwide Advertising and Interactive, and Vice President of Worldwide Brand. Ms. Bigley serves on the boards of directors of: Shutterstock, Inc. (NYSE: SSTK) a global supplier of commercial imagery, video and music since May 2016; Wix.com Ltd. (Nasdaq: WIX), a cloud based development platform, since November 2017; and Sportradar Group AG (Nasdaq: SRAD), a sports betting and sports entertainment company, since April, 2021. Ms. Bigley holds a B.A. in English from West Chester University. | | | Ms. Bigley’s extensive marketing leadership experience, together with her corporate background, enable her to advise our Board on key strategic and operational issues. |
Re-election of Class III Directors
| Lynda Clarizio Independent | Retired President of U.S. Media, Nielsen Holdings plc | Age: 63 | Director since: 2021 | Committees: Nominating and Governance Committee (Chair) Ms. Clarizio has served on Taboola’s Board since April 2021. Ms. Clarizio has over 20 years of experience in the media industry growing and scaling businesses with a focus on data and technology. She currently is the Co-Founder and General Partner of The 98, an early stage venture fund investing in tech-enabled businesses led by women. Ms. Clarizio previously served as President of U.S. Media at Nielsen Holdings plc, a global measurement and data analytics company, where she worked from 2013 to 2018. From 2012 to 2013 she served as Executive Vice President, Corporate Development and Operations of AppNexus, Inc., a programmatic advertising platform. From 2009 to 2012, Ms. Clarizio served as Chief Executive Officer and President of InVision, Inc., a provider of multi-platform advertising solutions. From 1999 to 2009, she held a variety of executive positions with AOL Inc., a media technology company, including President of Platform-A (AOL’s global advertising business) and President of Advertising.com (an AOL subsidiary). Prior to joining AOL, Ms. Clarizio was a partner in the Washington, DC law firm Arnold & Porter, where she practiced law from 1987 through 1999. Ms. Clarizio is a member of the boards of directors of CDW Corporation, Intertek Group plc, Emerald Holding, Inc., Simpli.fi Holdings, Cambri and Human Rights First. She is a graduate of Princeton University, where she earned an A.B., and of Harvard Law School, where she earned a J.D. | | | Ms. Clarizio’s extensive media and data analytics industry leadership experience, together with her corporate development and legal background, enable her to advise our Board on key strategic and operational issues. |
Re-election of Class III Directors
| Erez Shachar Independent | Co-founder and Managing Partner, Qumra Capital Management Ltd | Age: 60 | Director since: 2007 | Committees: Compensation Committee (Chair); Nominating and Governance Committee Mr. Shachar has served on Taboola’s Board since 2007. Mr. Shachar is the co-founder and managing partner of Qumra Capital Management Ltd., a venture capital firm founded in 2014. Since 2004, Mr. Shachar has also served as managing partner of Evergreen Venture Partners Ltd., a venture capital firm, focusing on investment opportunities in technology companies. Mr. Shachar has served as a member of the board of directors of Fiverr, Varonis Systems, Peer 39, Traiana Inc., Identify, Itemfield Inc., eGlue Business Technologies Inc., and Aduva Inc. Also, as of December 31, 2021, Mr. Shachar serves as a member of the board of directors of Riskified Ltd. (NYSE: RSKD) and several private companies, including Talkspace. Prior to his Venture Capital career, Mr. Shachar was the Chief Executive Officer of Nur Macroprinters, (Nasdaq: NURM) which was acquired by HP. Mr. Shachar holds a B.S. degree in Math and Computer Science from Tel Aviv University and an M.B.A. from the INSEAD Business School. | | | Mr. Shachar brings to our Board, due to his extensive experience providing strategic and investment advisory services to companies, his understanding of our company acquired during his years of service on our Board, and his experience as a board of directors member of various public and private companies. |
Re-election of Class III Directors
CLASS II DIRECTORS (TERM EXPIRES 2026)
Re-election of Class III Directors
| Nechemia J. Peres Independent | Managing General Partner and Co-Founder, Pitango Venture Capital | Age: 65 | Director since: 2013 | Committees: Compensation Committee; Nominating and Governance Committee Mr. Peres has served on Taboola’s Board since 2013. Mr. Peres is the managing general partner and co-founder of Pitango Venture Capital, Israel’s largest venture capital group, since its inception in 1996. Mr. Peres serves on the boards of directors of numerous Pitango portfolio companies. Mr. Peres also founded the Mofet Israel Technology Fund in 1992, one of Israel’s first venture capital funds. Mr. Peres is chairman of the Peres Center for Peace and Innovation. He co-founded and chaired the Israel Venture Association (IATI—Israel Advanced Technology Industries) and he chaired the Israel America Chamber of Commerce from 2008 to 2011. He received a Bachelor of Science in industrial engineering and management and an M.B.A. degree from Tel Aviv University. | | | Mr. Peres’ extensive experience providing strategic and investment advisory services to companies, his understanding of our company acquired during his years of service on our Board, and his experience as a board member of various public and private companies brings value to our Board. |
Re-election of Class III Directors
| Richard Scanlon Independent | Founding Partner, Marker LLC | Age: 54 | Director since: 2018 | Committee: Audit Committee (Chair) Mr. Scanlon has served on Taboola’s Board since 2018 and has been an investor in Taboola since 2011. He is a founding partner of Innovation Endeavors which merged with Marker LLC in 2017, a New York and Israel-based venture capital firm he founded in 2011. At Marker LLC, Mr. Scanlon invested in a number of industry leading high-growth technology companies including Yext, Datorama, Dynamic Yield, Yotpo, Team8, Overwolf, Tufin, and Taboola. Prior to founding Marker LLC, Mr. Scanlon was a managing partner at Crescent Point, a Singapore-based venture and private equity firm he co-founded in 2003. Earlier in his career, Mr. Scanlon was an investment banker at Morgan Stanley and Credit Suisse. He earned a B.A. degree from Middlebury College, where he is currently a member of the Middlebury College Board of Trustees. | | | Mr. Scanlon’s extensive experience providing strategic and investment advisory services to companies, his understanding of our company acquired during his years of service on our Board, and his experience as a board of directors member of various public and private companies make him a valuable asset to our Board. |
Re-election of Class III Directors
| Gilad Shany Independent | Managing Partner, ION Crossover Partners Ltd. | Age: 47 | Director since: 2021 | Committees: Audit Committee; Nominating and Governance Committee Mr. Shany has served on Taboola’s Board since June 2021. In 2018, Mr. Shany co-founded ION Crossover Partners Ltd., an Israeli-based crossover fund, where he currently serves as the Managing Partner. Prior to co-founding ION Crossover Partners, Mr. Shany served as General Partner of Magma Venture Partners. He previously served as Vice President of Baron Capital, where he gained over 10 years of experience investing in innovative growth companies in public and private markets. He led investments with various international companies, including Tesla Inc. (Nasdaq: TSLA), Mobileye NV (acquired by Intel $15.3BN), Mellanox Technologies (acquired by NVIDIA $6.9BN), Varonis Systems Inc. (Nasdaq: VRNS), Fiverr (NYSE: FVRR) and Monday.com (Nasdaq: MNDY), among others. Prior to that Mr. Shany spent 14 years with the Israel Air Force and served as Head of Aerial Defense in the Israel Air Force from 2007 to 2008. Mr. Shany holds a B.S. degree in Physics, Astronomy, and Philosophy from Tel Aviv University in Israel and an M.B.A from the Wharton School at the University of Pennsylvania. | | | Mr. Shany’s extensive experience as an executive and investor, together with his educational background, make him a valuable asset to our Board. |
Re-election of Class III Directors
It is proposed that the following resolutions be adopted at the Meeting:
Re-election of Class III Directors
| (a) RESOLVED, that the re-election of Zvi Limon as a Class III director of the Company, for a term of approximately three years that expires at the third annual general meeting of shareholders to be held following his re-election, and until the due election and qualification of his successor, be, and hereby is, approved in all respects. |
Re-election of Class III Directors
| (b) RESOLVED, that the re-election of Monica Mijaleski as a Class III director of the Company, for a term of approximately three years that expires at the third annual general meeting of shareholders to be held following her re-election, and until the due election and qualification of her successor, be, and hereby is, approved in all respects. |
Re-election of Class III Directors
| (c) RESOLVED, that the re-election of Adam Singolda as a Class III director of the Company, for a term of approximately three years that expires at the third annual general meeting of shareholders to be held following his re-election, and until the due election and qualification of his successor, be, and hereby is, approved in all respects. |
2023 Compensation Highlights
| • | Annual short-term cash incentives: In 2023, Adjusted EBITDA exceeded the target performance goal, and ex-TAC Gross Profit did not meet the target performance goal, resulting in an overall award payout of 103%. See “Annual Short-Term Incentive Compensation” in this CD&A for details. |
2023 Compensation Highlights
| • | Annual long-term incentive compensation: For 2023, all long-term equity incentive awards were made as Time-Based Restricted Share Units (“RSUs”), consistent with market practice for companies of our size and maturity in our sector, that vest in equal quarterly installments over a four-year period. See “Long-Term Incentive Compensation” in this CD&A for details. |
2023 Compensation Highlights
| • | To recognize the completion of the Yahoo partnership, the Committee approved a one-time closing cash bonus and a one-time special long-term performance-based cash award to certain of our NEOs. |
2023 Compensation Highlights
| ○ | One-time Transaction Closing Cash Bonus: Cash bonuses were approved by the Committee in the amount of $400,000 each to Messrs. Singolda, Walker and Maniv. Messrs. Maniv and Walker received their awards in January 2023, upon the closing of the Yahoo partnership. Mr. Singolda received his award in June 2023 following required shareholder approval at the Company’s 2023 annual meeting of shareholders. |
2023 Compensation Highlights
| ○ | Long-Term Performance-based Cash Award: To hold certain key executive officers accountable for executing on the Yahoo partnership and to align to the long-term interests of our shareholders, a one-time long-term performance-based cash award (“Performance Bonuses”) was granted that is earned based on the achievement of a predetermined full-year 2024 target for the Company’s adjusted free cash flow per share (“Target”). The Performance Bonuses are not payable if the Company achieves less than 75% of the Target. If the Company meets or exceeds 75% of the Target, the Performance Bonus is payable at the same percentage as the Target achievement up to 100% of the target and an accelerated rate of 125% of the achievement above 100%, subject to a cap of 150%. The Committee chose adjusted free cash flow per share because it is intended to place focus and accountability on driving Yahoo partnership results. The grant of the Performance Bonuses required shareholder approval that was obtained at the Company’s 2023 annual meeting of shareholders. See below for amounts payable based on achievement of 100% of Target for each executive officer that was granted a Performance Bonus. |
2023 Compensation Highlights
| | Base a significant portion of executive compensation opportunity on financial performance and long-term value creation | | Maintain an anti-hedging and anti-pledging policy | | | Set annual incentive targets for our executive officers based on objective performance measures | | Offer equity and cash compensation to our executive officers which we believe incentivizes them to deliver both short-term and long-term shareholder value | | | Maintain a forfeiture and clawback policy that complies with recently adopted SEC rules | | Mitigate dilution by use of a net issuance mechanism for certain executives and our share buyback program | | | Maintain a majority independent Board | | Maintain an independent compensation committee which engages an independent compensation advisor | | | Maintain entirely independent Board committees | | Cap short-term performance-based cash bonus payments | | | Emphasize pay-for-performance – meaning the earning of annual bonuses are subject to the attainment of objective performance measurements | | Regularly review the executive compensation and peer group data |
Our Objectives
| • | Align the long-term interests of our executives with those of our shareholders; |
Our Objectives
| • | Reflect our long-term corporate strategy; and |
Elements of Annual Compensation
Elements of Annual Compensation The annual compensation arrangements for our NEOs include base salary, short-term incentive compensation in the form of cash incentive awards and long-term compensation in the form of equity awards. We have historically emphasized the use of equity to provide long-term incentives for our NEOs, to focus on the growth of our overall enterprise value and, correspondingly, to create sustainable value for our shareholders. We also provide our employees, including our NEOs and other executives, with comprehensive employee benefit programs such as medical, dental and vision insurance, a 401(k) plan, life and disability insurance, flexible spending accounts, and other plans and programs made available to eligible employees. Our Compensation Committee regularly evaluates our compensation philosophy and the components of our compensation program to ensure that they are effectively driving the Company’s strategic objectives and promoting strong performance while remaining market competitive. The Decision-Making Process
Role of the Compensation Committee
Role of the Compensation Committee The Compensation Committee is primarily responsible for establishing, approving and adjusting compensation arrangements for our senior executives, including the Chief Executive Officer and our other NEOs, and for reviewing and approving corporate goals and objectives relevant to these compensation arrangements, evaluating executive performance and considering factors related to the performance of the Company, including accomplishment of the Company’s long-term business and financial goals. The Compensation Committee is currently comprised of three independent, non-employee members of the Board. The Compensation Committee works closely with its independent consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”), and senior executives to examine the effectiveness of the Company’s executive compensation program throughout the year. Compensation decisions for our NEOs are made by the Compensation Committee and the Board, with input from Pearl Meyer, as well as from our Chief Executive Officer, Chief Operating Officer and Chief People Officer (except with respect to their own compensation). The Compensation Committee reviews the cash and equity compensation of our NEOs with the goal of ensuring that our executive officers are properly incentivized and makes adjustments as it determines to be appropriate. The Compensation Committee considers compensation data from our peer group as one of several factors that inform its judgment of appropriate parameters for target compensation levels. The Compensation Committee will also consider other factors in determining compensation including those set forth below, and may pay above, at, or below compensation paid by members of the peer group:
Role of the Compensation Committee
| • | Our long-term goals and strategies; |
Role of the Compensation Consultant
Role of the Compensation Consultant The Compensation Committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel and other advisors, from time to time, as it sees fit, in connection with carrying out its duties. In 2023, the Compensation Committee continued to engage Pearl Meyer to assist us in executing our executive compensation strategy and guiding principles, assessing the current target total direct compensation opportunities of our executive officers, including comparing them against competitive market practices, developing a compensation peer group and advising on potential executive compensation decisions for 2024. Pearl Meyer does not provide any services to us other than the services provided to the Compensation Committee. Our Compensation Committee has assessed the independence of Pearl Meyer taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the Nasdaq listing standards, and has concluded that no conflict of interest exists with respect to the work that Pearl Meyer performs for the Compensation Committee.
Peer Group Considerations
Peer Group Considerations The Compensation Committee reviews market data of companies that we believe are comparable to us. With Pearl Meyer’s assistance, the Compensation Committee determined our peer group for 2023 based on several factors, including industry classification, company size based on revenue and market capitalization, and other qualitative and business-related factors. Each year, the Compensation Committee examines our compensation peer group to ensure that it continues to reflect these factors, and will make adjustments as it determines to be appropriate. Our peer group for 2023 compensation decisions consisted of 15 companies within the adtech and broader technology sectors. The Compensation Committee believes this mix of companies best reflects the combined nature of our business. The Compensation Committee referred to compensation data from this peer group when making 2023 base salary, short-term incentive award and equity award decisions for our NEOs. The following is a list of the public companies that comprised our 2023 peer group that at the time of review had median revenues of approximately $557 million and a median enterprise value, in the case of public companies, of approximately $1.5 billion.
2023 Peer Group
2023 Peer Group
2023 Peer Group
| Wix.com Ltd. | New Relic, Inc. | Five9, Inc. | Zeta Global Holdings Corp. | | Digital Turbine, Inc. | Perion Network Ltd. | QuinStreet, Inc. | Yext, Inc. | | DoubleVerify Holdings, Inc. | Integral Ad Science Holding Corp. | Magnite, Inc. | Outbrain, Inc. | | JFrog, Ltd. | Tremor International Ltd. | Pubmatic, Inc. | |
2024 Peer Group
2024 Peer Group In preparation for determining compensation in 2024, the Compensation Committee re-evaluated the 2023 peer group in consultation with Pearl Meyer. The Compensation Committee, among other considerations, evaluated the potential impacts of the Yahoo partnership and competition for employees. Following their review, the Compensation Committee determined that the following 17 companies constituted the appropriate peer group for executive compensation purposes in 2024.
2024 Peer Group
| Wix.com Ltd. | New Relic, Inc. (taken private in July 2023) | Five9, Inc. | Zeta Global Holdings Corp. | | Digital Turbine, Inc. | Perion Network Ltd. | QuinStreet, Inc. | Yext, Inc. | | DoubleVerify Holdings, Inc. | Integral Ad Science Holding Corp. | Magnite, Inc. | Outbrain, Inc. | | JFrog, Ltd. | Tremor International Ltd. | Pubmatic, Inc. | Monday.com Ltd. | | Fiverr International Ltd. | | | |
2024 Peer Group
2023 Compensation
Annual Short-Term Incentive Compensation
Annual Short-Term Incentive Compensation Our annual short-term cash incentive compensation plan offers a cash bonus opportunity, representing a significant portion of each NEO’s base cash compensation, for the achievement of fixed financial goals for the Company. A target annual bonus opportunity, expressed as a percentage of an NEO’s base salary rate at year-end, is established annually by the Committee. The table below shows the 2023 target annual cash bonus opportunities for each of the NEOs.
Annual Short-Term Incentive Compensation
| Name | Target Bonus Opportunity (as % of Salary)(1) | Amount in Dollars ($) | | Adam Singolda | 93 | 550,000 | | Stephen Walker | 65 | 302,000 | | Eldad Maniv | 76 | 350,000 | | Lior Golan | 76 | 350,000 | | Kristy Sundjaja | 55 | 198,000 |
Annual Short-Term Incentive Compensation
| (1) Percentages rounded to the nearest whole percent. |
2023 Performance Measures
2023 Performance Measures The annual short-term cash incentive compensation program pays out to participants based on levels of performance against financial metrics established by the Committee for each NEO. For 2023, bonus payouts were calculated as follows:
2023 Performance Measures
| • | 70% based on achievement of an Adjusted EBITDA performance metric; and |
2023 Performance Measures
| • | 30% based on achievement of an ex-TAC Gross Profit performance metric. |
2023 Performance Measures
The Committee determined that a plan focused on Adjusted EBITDA and ex-TAC Gross Profit was appropriate because it provides a reliable indicator of both our strategic growth and the strength of our overall financial results. The following table details the bonus payout percentage associated with a corresponding performance level against the Adjusted EBITDA and ex-TAC Gross Profit targets for our NEOs. The payout percentage for performance is payable at the same percentage as the target achievement up to 100% of the target and interpolated between target and maximum as shown below, subject to a cap of 150%.
2023 Performance Measures
| Performance Level | Adjusted EBITDA Performance % of Target | Adjusted EBITDA ($ in millions) | Payout (% of Target) | | Below Threshold | <=60 | <=57 | 0 | | Target | 100 | 95 | 100 | | Maximum | 120 | 114 | 150 |
2023 Performance Measures
| Performance Level | Ex-TAC Performance % of Target | Ex-TAC ($ in millions) | Payout (% of Target) | | Below Threshold | <=60 | <=337.2 | 0 | | Target | 100 | 562 | 100 | | Maximum | 120 | 674.4 | 150 |
2023 Performance Measures
The following table sets forth our actual payout percentage achieved with respect to each performance metric applicable to our NEOs and illustrates the calculation of the annual cash incentive awards payable to our NEOs under the 2023 bonus program in light of these performance results.
2023 Performance Measures
| | | | | Adjusted EBITDA (70%) | | Ex-TAC Gross Profit (30%) | | | | | NEO | 2023 Base Salary Rate ($) | Target Bonus (%) | Target Bonus Amount ($) | 2023 Target Achieved (%) | Payout (%) | 2023 Target Achieved (%) | Payout (%) | Overall Payout (%) | 2023 Bonus Payout ($) | | Adam Singolda | 590,000 | 93% | 550,000 | 104% | 110% | 95% | 88% | 103% | 568,700 | | Stephen Walker | 465,000 | 65% | 302,000 | 104% | 110% | 95% | 88% | 103% | 312,268 | | Eldad Maniv | 461,800 | 76% | 350,000 | 104% | 110% | 95% | 88% | 103% | 361,900 | | Lior Golan | 461,800 | 76% | 350,000 | 104% | 110% | 95% | 88% | 103% | 361,900 | | Kristy Sundjaja | 360,000 | 55% | 198,000 | 104% | 110% | 95% | 88% | 103% | 204,732 |
Long-Term Incentive Compensation
Long-Term Incentive Compensation Our long-term incentive awards, established through our Share Incentive Plans, are intended to drive executives to deliver strong stock performance, align our executives’ compensation with long-term value creation, and to attract and retain highly-qualified executives. For 2023, all long-term equity incentive awards were made as Time-Based Restricted Share Units (RSUs) that vest in equal quarterly installments over a four-year period beginning in the first quarter following the grant date. Total grant date values for annual equity awards granted in 2023 for each NEO are shown below:
Long-Term Incentive Compensation
| Name | 2023 Equity Grant Date Fair Value ($) | | Adam Singolda | 4,514,693(1)(2) | | Stephen Walker | 1,864,575(2) | | Eldad Maniv | 3,107,624(2) | | Lior Golan | 2,734,709(2) | | Kristy Sundjaja | 1,035,874(2) |
Long-Term Incentive Compensation
| (1) Mr. Singolda’s 2023 RSU award was subject to shareholder approval. The approval was obtained on June 1, 2023, which date was used to calculate the grant date fair value. |
Long-Term Incentive Compensation
| (2) These amounts represent the aggregate grant date fair value of the stock awards granted to the NEO computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures in accordance with SEC rules. The methods and assumptions that we used to calculate these amounts are discussed in Notes 2 and 15 of Notes to the Consolidated Financial Statements included in the 2023 Annual Report on Form 10-K. Reflects grant date fair value based on a ten-day trailing average of the Company’s Ordinary shares. The measurement period was February 14, 2023 through February 28, 2023. |
Long-Term Incentive Compensation
Target annual equity award values were determined based on our competitive market analysis and our compensation philosophy, which calibrates award levels between market median and 75th percentile. These grant date fair values were translated into RSUs by taking the corresponding dollar amount and dividing it by the per share “fair value” that was used for reporting the compensation expense associated with the grant under applicable accounting guidance. Other Compensation Guidelines, Policies & Programs
2023 Summary Compensation Table
2023 Summary Compensation Table The following table provides information regarding the compensation of our NEOs during the years shown.
2023 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($) | Total ($) | | Adam Singolda; Founder and CEO(4) | 2023 | 590,000 | — | 4,514,693(5) | — | 968,700(6) | 91,714(7) | 6,165,107 | | | 2022 | 590,000 | — | — | — | 153,450 | 58,961 | 802,411 | | | 2021 | 590,000 | — | 11,138,525 | 5,674,019 | 825,000 | 29,847 | 18,257,391 | | Stephen Walker; CFO | 2023 | 465,000 | — | 1,864,575 | — | 712,268(6) | 223(8) | 3,042,066 | | | 2022 | 465,000 | — | 2,800,001 | — | 84,258 | 144 | 3,349,403 | | | 2021 | 426,100 | — | — | 1,018,077 | 635,665 | 144 | 2,079,986 | | Eldad Maniv; President and COO | 2023 | 404,462 | — | 3,107,624 | — | 761,900(6) | — | 4,273,986 | | | 2022 | 442,550 | — | — | — | 97,650 | — | 540,200 | | | 2021 | 517,944 | 500,000 | 11,799,650 | 5,977,728 | 525,000 | — | 19,320,322 | | Lior Golan; CTO | 2023 | 404,462 | — | 2,734,709 | — | 361,900 | — | 3,501,071 | | | 2022 | 442,550 | — | — | — | 97,650 | — | 540,200 | | | 2021 | 517,944 | 500,000 | — | 17,781,055 | 525,000 | — | 19,323,999 | | Kristy Sundjaja; CPO | 2023 | 360,000 | — | 1,035,874 | — | 204,732 | 8,414(9) | 1,609,020 | | | 2022 | 360,000 | — | 1,800,002 | — | 55,242 | 8,544 | 2,223,788 | | | 2021 | 326,100 | — | 324,423 | 814,458 | 250,500 | 9,966 | 1,725,447 |
2023 Summary Compensation Table
| (1) The salaries reported for Messrs. Maniv and Golan were paid in New Israeli Shekels and converted to U.S. dollars. For 2023, 2022 and 2021 we used exchange rates of New Israeli Shekels of 3.69, 3.36 and 3.23 to $1.00, respectively. These exchange rates are the average exchange rate for each year based on the foreign exchange rates published by the Bank of Israel adjusted to reflect the accounting treatment for the Company’s foreign currency denominated transactions. |
2023 Summary Compensation Table
| (2) These amounts represent the aggregate grant date fair value of the stock awards and option awards granted to the NEO during the applicable fiscal year computed in accordance with FASB ASC 718, excluding the effect of estimated forfeitures in accordance with SEC rules. The methods and assumptions that we used to calculate these amounts are discussed in Note 2 of Notes to the Consolidated Financial Statements included in the 2023 Annual Report on Form 10-K. |
2023 Summary Compensation Table
| (3) Short-term performance-based cash incentive amounts earned by the NEOs for service during the year which amounts were paid subsequent to that year based upon performance during that year. For further detail, see page 25 of this proxy statement. |
2023 Summary Compensation Table
| (4) Includes all other compensation of $16,531 in 2023 and an estimated $11,000 and $5,000 in 2022 and 2021, respectively, for ground transportation expenses as to which Mr. Singolda received personal benefits. |
2023 Summary Compensation Table
| (5) Mr. Singolda received a conditional RSU grant subject to shareholder approval. Shareholder approval was obtained on June 1, 2023, which date was used to calculate the grant date fair value. |
2023 Summary Compensation Table
| (6) Includes an award granted in November 2022 of $400,000 that was contingent on the closing of the Yahoo partnership. The closing bonus was paid in January 2023 following the closing. Mr. Singolda’s closing bonus was contingent on shareholder approval which was obtained in June 2023. |
2023 Summary Compensation Table
| (7) Includes $42,500 for tax advisory services, $32,443 in related tax-gross ups and $240 company contribution to life insurance premium. |
2023 Summary Compensation Table
| (8) Company contribution to life insurance premium. |
2023 Summary Compensation Table
| (9) Includes 401(k) plan matching contributions and company contribution to life insurance premium. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides NEO 2023 grant information regarding equity awards (restricted share units, or RSUs) and two types of non-equity incentive plan awards: short-term performance-based cash awards (or STI) and long-term performance-based cash awards (or LTI).
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future payouts under Non-equity incentive plan awards | | | All other stock awards: Number of shares of stock or units (#)(1) | Grant date fair value of stock and option awards(2) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Adam Singolda | | | | | | | | STI(3) | 2/21/2023 | 14,000 | 550,000 | 825,000 | | | | RSU | 2/28/2023(4) | | | | 1,535,610 | 4,514,693 | | LTI(5) | 6/1/2023 | 2,100,000 | 2,800,000 | 4,200,000 | | | | Stephen Walker | | | | | | | | STI(3) | 2/21/2023 | 8,000 | 302,000 | 453,000 | | | | RSU | 2/28/2023 | | | | 595,711 | 1,864,575 | | LTI(5) | 6/1/2023 | 1,425,000 | 1,900,000 | 2,850,000 | | | | Eldad Maniv | | | | | | | | STI(3) | 2/21/2023 | 9,000 | 350,000 | 525,000 | | | | RSU | 2/28/2023 | | | | 992,851 | 3,107,624 | | LTI(5) | 6/1/2023 | 1,537,500 | 2,050,000 | 3,075,000 | | | | Lior Golan | | | | | | | | STI(3) | 2/21/2023 | 9,000 | 350,000 | 525,000 | | | | RSU | 2/28/2023 | | | | 873,709 | 2,734,709 | | LTI(5) | 6/1/2023 | 600,000 | 800,000 | 1,200,000 | | | | Kristy Sundjaja | | | | | | | | STI(3) | 2/21/2023 | 5,000 | 198,000 | 297,000 | | | | RSU | 6/1/2023 | | | | 330,950 | 1,035,874 |
Grants of Plan-Based Awards
| (1) Reflects time-based RSUs that vest in equal quarterly installments over a four-year period. RSUs are payable in the Company's Ordinary shares. |
Grants of Plan-Based Awards
| (2) Reflects the grant date fair value of awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the awards reported, see Notes 2 and 15 to the Company’s consolidated financial statements in the Company’s 2023 Annual Report. |
Grants of Plan-Based Awards
| (3) NEOs can earn short-term performance-based cash incentive awards between 0% and 150% of target based on Adjusted EBITDA and ex-TAC performance relative to targets pre-established by the Compensation Committee. The performance period is January 1, 2023 through December 31, 2023. |
Grants of Plan-Based Awards
| (4) On this date, Mr. Singolda received a conditional RSU grant subject to shareholder approval. Shareholder approval was obtained on June 1, 2023, which date was used to calculate the grant date fair value. |
Grants of Plan-Based Awards
| (5) Reflects the grant of long-term performance-based cash awards contingent upon achieving a full-year 2024 target for the Company’s adjusted free cash flow per share which was subject to shareholder approval. Shareholder approval was obtained on June 1, 2023. See “Compensation Discussion and Analysis - 2023 Compensation Highlights” for more details. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding outstanding options and awards held by our NEOs as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities underlying unexercised options (#) exercisable | Number of Securities underlying unexercised options (#) unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | | Adam Singolda | 3/15/2021(2) | 628,785 | 808,444 | 8.21 | 3/15/2031 | — | — | | | 3/15/2021(3) | — | — | — | — | 808,444 | 3,500,563 | | | 2/28/2023(3)(4) | — | — | — | — | 1,247,684 | 5,402,472 | | Stephen Walker | 6/14/2016(5) | 270,070 | — | 2.63 | 6/14/2026 | — | — | | | 8/27/2018(5) | 256,567 | — | 2.63 | 8/27/2028 | — | — | | | 9/17/2020(2) | 236,311 | 33,759 | 2.63 | 9/17/2030 | — | — | | | 9/17/2020(3) | — | — | — | — | 33,759 | 146,176 | | | 3/15/2021(2) | 166,561 | 99,939 | 8.21 | 3/15/2031 | — | 0 | | | 2/24/2022(3) | — | — | — | — | 241,565 | 1,045,976 | | | 2/28/2023(3) | — | — | — | — | 484,016 | 2,095,789 | | Eldad Maniv | 4/11/2021(2) | 628,785 | 808,444 | 8.21 | 4/11/2031 | — | — | | | 6/24/2021(3) | | — | — | — | 808,444 | 3,500,563 | | | 2/28/2023(3) | — | — | — | — | 806,692 | 3,492,976 | | Lior Golan | 3/20/2014(5) | 394,719 | — | 0.91 | 3/19/2024 | — | — | | | 10/25/2020(5) | 5,157,324 | — | (6) | 10/25/2030 | — | — | | | 6/24/2021(2) | 628,785 | 808,444 | 8.21 | 6/24/2031 | — | — | | | 6/24/2021(2) | 628,785 | 808,444 | (6) | 6/24/2031 | — | — | | | 2/28/2023(3) | — | — | — | — | 709,889 | 3,073,819 | | Kristy Sundjaja | 11/12/2019(5) | 202,553 | — | 2.63 | 11/12/2029 | — | — | | | 3/15/2021(2) | 133,248 | 79,951 | 8.21 | 3/15/2031 | — | — | | | 2/24/2022(3) | — | — | — | — | 155,292 | 672,414 | | | 2/28/2023(3) | — | — | — | — | 268,897 | 1,164,324 |
Outstanding Equity Awards at Fiscal Year End
| (1) Reflects the market value of the shares underlying RSUs as of December 31, 2023, based on the closing price of our Ordinary shares, as reported on Nasdaq, of $4.33 per share on December 29, 2023, the last trading day of 2023. |
Outstanding Equity Awards at Fiscal Year End
| (2) Reflects share options which vest in equal quarterly installments over a four-year period from the grant date, subject to continued service with the Company. |
Outstanding Equity Awards at Fiscal Year End
| (3) Reflects RSUs which vest in equal quarterly installments over a four-year period from the grant date, subject to continued service with the Company. |
Outstanding Equity Awards at Fiscal Year End
| (4) On this date, Mr. Singolda received a conditional RSU grant subject to shareholder approval. Shareholder approval was obtained on June 1, 2023, which date was used to calculate the grant date fair value. |
Outstanding Equity Awards at Fiscal Year End
| (5) Reflects share options granted on the dates shown which are now fully vested and immediately exercisable. |
Outstanding Equity Awards at Fiscal Year End
| (6) The reported share options did not include an exercise price at time of grant. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table provides information on option exercises and awards that vested for the NEOs in 2023.
Option Exercises and Stock Vested
| | Option Awards | | Stock awards | | | Name | Number of shares acquired on exercise (#) | Value realized upon exercise(1) | Number of shares acquired on vestings (#) | Value realized on vesting(2) | | Adam Singolda | 928,706 | 2,163,049 | 1,884,447 | 6,037,487 | | Stephen Walker | — | — | 286,574 | 1,007,914 | | Eldad Maniv | 270,070 | 688,435 | 545,465(3) | 1,792,973 | | Lior Golan | 533,987 | 1,518,914 | 163,820 | 566,817 | | Kristy Sundjaja | — | — | 192,176 | 671,676 |
Option Exercises and Stock Vested
| (1) The aggregate value realized is calculated by multiplying (i) the number of Ordinary shares acquired upon exercise by (ii) the difference between the closing price of our Ordinary shares on the date of exercise, as reported by Nasdaq, and the applicable exercise price of the option, and does not represent actual amounts received by our NEOs as a result of the option exercises. |
Option Exercises and Stock Vested
| (2) The aggregate value realized is calculated by multiplying (i) the number of Ordinary shares acquired upon vesting of RSUs by (ii) the closing price of our Ordinary shares on the preceding trading day as reported by Nasdaq. |
Option Exercises and Stock Vested
| (3) Includes 186,159 vested RSUs that will not convert to Ordinary shares until the satisfaction of an additional time-based settlement condition to occur on or after two years and one day following the date of grant. The settlement is not conditioned on Mr. Maniv’s provision of service on the settlement date. |
Severance and Potential Payments Upon Change in Control
Severance and Potential Payments Upon Change in Control We have entered into employment arrangements with each of our NEOs that provide for the basic terms of their employment, including base salary, annual incentive opportunity and equity grants. Certain NEOs, as discussed below, are also eligible to receive certain severance and change of control benefits. Each of our NEOs, other than Mr. Singolda, is employed at will.
CEO Pay Ratio
CEO Pay Ratio Under the applicable SEC rules, the Company is providing the following information for fiscal year 2023:
CEO Pay Ratio
| • | The annual total compensation of the median employee, excluding the CEO, was $139,506; |
CEO Pay Ratio
| • | The annual total compensation of the CEO: $6,165,107; and |
CEO Pay Ratio
| • | The ratio of CEO total compensation to median employee total compensation: 44 to 1. |
CEO Pay Ratio
SEC rules permit companies to use the same median employee for up to three years as long as there has been no change to the employee population or employee compensation arrangements that a company believes would result in a significant change to our pay ratio disclosure. Although there were no changes to our employee population or employee compensation arrangements that would have a material impact on our CEO pay ratio, we identified a new median employee because the employee used in 2022 is no longer an employee of the Company. The newly identified median employee is similarly situated to the 2022 median employee. In order to determine the median employee, the Company examined annual cash compensation (base salary, short-term incentive awards and commissions) plus the fair market value of equity granted in the 2023 calendar year for all employees, excluding our CEO, employed as of October 31, 2023, (the “Determination Date”). On the Determination Date, our employee population consisted of approximately 1,800 individuals, of which approximately 400 employees were located in the United States and approximately 1,400 were located in non-US jurisdictions. This population consisted of our full-time, part-time, and temporary employees. Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2023 to determine the median employee total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and compared such total compensation to the total compensation of our CEO, as reported in the Summary Compensation Table. We believe our CEO pay ratio presented above is a reasonable good faith estimate calculated in a manner consistent with the SEC’s CEO pay ratio rules and methods for disclosure. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions that reflect their employee populations and compensation practices. As a result, our CEO pay ratio may not be comparable to the CEO pay ratio reported by other companies.
Pay versus Performance
Pay versus Performance SEC rules require us to provide the following information regarding the relationship between executive compensation actually paid and our financial performance for Adam Singolda, our Chief Executive Officer, and for the remaining NEOs collectively, for the years listed below. For purposes of this disclosure, Mr. Singolda is referred to as our “PEO” (principal executive officer) and our remaining NEOs collectively are referred to as the “Non-PEO NEOs.” Generally, under the rules “CAP” (compensation actually paid) is calculated by starting with the Summary Compensation Table total values and making the following adjustments: (1) deducting the grant date value of equity granted during the year, (2) deducting the change in pension value for the year (if any), (3) adding the year-end fair value of unvested equity awards granted during the year, (4) adding, for awards granted in prior years that are outstanding and unvested at the end of the year, the difference between the year-end fair value and the immediately prior year-end fair value, (5) adding, for awards granted in prior years that vested during the year, the difference between the fair value as of the vesting date and the immediately prior year-end fair value, and (6) adding the pension service cost for that year (if any).
Pay versus Performance
| | | | | | Year-end value of $100 invested on 06/30/21 in: | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(a)(b) | Average Summary Compensation Table Total for Non-PEO NEOs(c) | Average Compensation Actually Paid to Non-PEO NEOs(a)(b)(c) | TBLA | S&P SmallCap 600 Communication Services | Net Income (Loss) (in millions) | Adjusted EBITDA(d) (in millions) $ | | 2023 | $6,165,107 | $9,571,202 | $3,106,536 | $4,682,659 | $41.84 | $69.11 | ($82.04) | $98.68 | | 2022 | $802,411 | ($10,628,082) | $1,663,398 | ($5,030,231) | $29.76 | $62.86 | ($11.98) | $156.68 | | 2021 | $18,257,391 | $19,034,854 | $10,612,439 | $10,613,871 | $75.17 | $95.91 | ($24.95) | $179.46 |
Pay versus Performance
| (a) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include: |
Non-PEO NEOs (Average) – Reconciliation of SCT Total to CAP Total(1)
| (b) The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid: |
Non-PEO NEOs (Average) – Reconciliation of SCT Total to CAP Total(1)
| (c) Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance As required, we disclose below the most important measures used by the Company to link compensation actually paid to our NEOs for 2023 to Company performance. For further information regarding these performance metrics, please see “Executive Compensation — Compensation Discussion and Analysis.”
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance
| Adjusted EBITDA | Ex-TAC Gross Profit |
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. The first graph below illustrates the relationship between Company total shareholder return and that of the S&P SmallCap 600 Communication Services Index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.
Approval of an Increase to Non-Employee Director Compensation and Approval and Ratification of Certain Director Expenses
Approval of an Increase to Non-Employee Director Compensation and Approval and Ratification of Certain Director Expenses Background At the Annual Meeting, to comply with the Companies Law, shareholders will be asked to vote on Proposal 3 which includes two elements: (i) approve an increase to certain components of existing non-employee director compensation and (ii) provide certain additional benefits for directors, including employee director(s), and to ratify certain previously provided benefits, in each case as described in more detail below. Current Compensation of Non-Employee Directors Currently, in accordance with prior shareholder approval, each of the Company’s non-employee directors receives the following annual cash compensation: (i) a Board retainer of $35,000 (except the chairperson, who receives $110,000); (ii) $10,000 for service on the Audit Committee (except the chairperson, who receives $20,000); (iii) $7,500 for service on the Compensation Committee (except the chairperson, who receives $15,000); and (iv) $3,000 for service on the Nominating and Governance Committee or any other Board committee (except the chairperson, who receives $7,500). Annual compensation is paid in quarterly installments. In addition, upon initial election or appointment, non-employee directors are granted an RSU award under our equity incentive plan at a value of $360,000, which will vest over a period of one year, and thereafter, provided the director is still in office, an annual RSU award at a value of $180,000, which will vest over a period of one year. Proposed Increase to Non-Employee Director Compensation The Company is seeking shareholder approval to increase certain components of non-employee director compensation to further the objective of assembling and maintaining a high-performing Board to best guide the Company in achieving its strategic and operational goals, and promoting long-term shareholder value. In evaluating non-employee director compensation, the Compensation Committee and Board, in consultation with Pearl Meyer, analyzed the Company’s peer group used for executive compensation as outlined in this proxy statement on page 25. The analysis examined total Board compensation, including cash and equity, to non-employee Directors for their Board and committee service and compared current compensation levels to the peer group market median. Based on the analysis, the Compensation Committee and Board believe the proposed increase to non-employee director compensation further aligns with the Company’s peer group and is in the best interest of our shareholders and the Company. The proposed terms are consistent with our Compensation Policy which allows us to offer our non-employee directors annual total compensation (either in the form of cash or equity grants) of up to $750,000. Other than described below, or included elsewhere in this proxy statement, there are no additional proposed changes to non-employee director compensation.
Approval of an Increase to Non-Employee Director Compensation and Approval and Ratification of Certain Director Expenses
| Role | Current ($) | Proposed ($) | | Board Chair | 110,000 | 140,000 | | Annual RSU Award | 180,000 | 190,000 | | Board Annual Cash Retainer (other than Board Chair) | 35,000 | 40,000 | | Nominating and Governance Committee Chair or any newly created future Committee Chair (excludes Audit or Compensation Committee) | 7,500 | 8,000 | | Nominating and Governance Committee Member or Member of any newly created Committee (excludes Audit or Compensation Committee) | 3,000 | 4,000 |
Approval of an Increase to Non-Employee Director Compensation and Approval and Ratification of Certain Director Expenses
Proposed Additional Benefits to Directors As part of the same proposal, the Company is also seeking the ability to offer benefits, in addition to the benefits covered by Company policies, to members of the Board, including employee directors (“Additional Benefits”). The Additional Benefits shall be (i) comparable to customary market practices; (ii) in connection with the performance of their duties; and (iii) as it relates to employee director(s) as determined by the Board in a particular instance. The Additional Benefits shall include, but not be limited to: ground transportation, safety, security and protection measures (including at household premises and for family members), cellular and landline phone benefits, company car and travel benefits, business travel including a daily stipend when traveling and other business related expenses, insurances, other benefits (such as newspaper subscriptions, academic and professional studies). The Additional Benefits will be determined in accordance with Company procedures and shall not exceed $150,000 per annum in the aggregate for the full Board (before tax gross up). The Board will determine from time to time whether one or more of its members shall receive such Additional Benefits. As part of the proposal, the Company also seeks shareholder ratification of its payments on behalf of the employee director in connection with use of ground transportation from 2021 through 2023 with total cost of approximately $33,000. The Compensation Committee and Board believe the proposed Additional Benefits, which are aligned with our Compensation Policy, are in the best interest of our shareholders and the Company and are consistent with comparable market practices. Israeli Companies Law Requirements Under the Companies Law, any transaction between the Company, as a public company, and its directors with respect to terms of compensation must be approved by the: (i) compensation committee; (ii) board of directors; and (iii) the general meeting of shareholders, by a majority of the voting power of the shares present in person or represented by proxy at the meeting of shareholders entitled to vote and voting on the matter, if such terms are aligned with the terms of the Company’s compensation policy. Abstentions and broker non-votes will have no effect on the outcome of Proposal 3. In March 2024, both the Compensation Committee and the Board duly approved the proposed compensation terms, as presented under this Proposal 3, in compliance with Company’s procedures and applicable law. The proposed amendments under this Proposal 3 will not, and do not intend to, affect any other benefits granted to the Company’s directors, unless otherwise stated in this proxy statement. The shareholder vote on this matter is binding under Israeli law and not advisory, unlike our “say-on-pay” proposal, which is advisory. Proposal It is proposed that the following resolution be adopted at the Annual Meeting: RESOLVED, to approve the increase to non-employee director compensation, the Additional Benefits to the Board and ratification of the payments on behalf of the employee director in connection with use of ground transportation, as detailed in the proxy statement for this Annual Meeting.
Questions and Answers About Voting
| • | Proposal 3— approval of an increase to non-employee director compensation and approval and ratification of certain director expenses (page 42) |