DEF 14A of Kaltura Inc
Filed Apr 29, 2024 · FY20230001140361-24-022802
Proposal 1: Election of Directors
Proposal 1: Election of Directors At the Annual Meeting, two (2) Class III Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2027 and until each such director’s successor is elected and qualified or until each such director’s earlier death, resignation or removal. We currently have six (6) directors on our Board. Our current Class III Directors are Shay David and Naama Halevi Davidov, who have served on our Board since 2006 and 2021, respectively. The Board has nominated Shay David and Naama Halevi Davidov for election as Class III Directors at the Annual Meeting. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. As set forth in our Amended and Restated Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose current term will expire at the 2025 Annual Meeting of Stockholders; Class II, whose term will expire at the 2026 Annual Meeting of Stockholders; and Class III, whose current term will expire at the 2024 Annual Meeting of Stockholders and, if elected at the Annual Meeting, whose subsequent term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors are Ron Yekutiel and Eyal Manor; the current Class II Directors are Ronen Faier and Richard Levandov; and the current Class III Directors are Shay David and Naama Halevi Davidov. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that, subject to the rights of holders of any series of preferred stock to elect directors, the authorized number of directors may be changed from time to time by the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Subject to the rights of holders of any series of preferred stock and except for such additional directors, if any, as are elected by the holders of any series of preferred stock as provided for or fixed pursuant to our Amended and Restated Certificate of Incorporation, our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds in voting power of our outstanding shares of capital stock entitled to vote in the election of directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as Class III Directors of the persons whose names and biographies appear below. In the event that either of Mr. Shay David or Dr. Naama Halevi Davidov should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board may elect to reduce its size. The Board of Directors has no reason to believe that either of Mr. David or Dr. Halevi Davidov will be unable to serve if elected. Each of Mr. David and Dr. Halevi Davidov has consented to being named in this proxy statement and to serve if elected.
Nominees for Class III Directors (terms to expire at the 2027 Annual Meeting)
Nominees for Class III Directors (terms to expire at the 2027 Annual Meeting) The current members of the Board of Directors who are also nominees for election to the Board of Directors as Class III Directors are as follows:
Nominees for Class III Directors (terms to expire at the 2027 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Kaltura | | Shay David | 51 | 2006 | Director | | Naama Halevi Davidov | 53 | 2021 | Director |
Nominees for Class III Directors (terms to expire at the 2027 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class III Director nominee for election at the 2024 Annual Meeting are as follows:
Shay David
Shay David Shay David is one of our co-founders and has served as a member of our board of directors since October 2006. Dr. David previously held various roles with us, including President and General Manager of Media and Telecom from 2016 to 2019, and Chief Revenue Officer from 2012 to 2015. Mr. David co-founded Retrain.ai, an artificial intelligence company, in August 2020 and has served as its Chief Executive Officer and Chairman of the board of directors since its founding. He was a post-doctoral fellow at Yale Law School from 2007 to 2008, and received a Ph.D. in Science and Technology from Cornell University in 2008, a Master of Arts from New York University in 2003 and a Bachelor of Science in Computer Science Philosophy from Tel Aviv University in 2001. Dr. David was selected to serve on our board of directors because of the perspective and experience he provides as our co-founder and his extensive experience in the media and technology fields.
Naama Halevi Davidov
Naama Halevi Davidov Naama Halevi Davidov has served on our board of directors since July 2021. Dr. Halevi Davidov has been the Chief Financial Officer of XM Cyber Ltd., a global cybersecurity company, since May 2022. Prior to this role, Dr. Halevi Davidov served as a consultant to several technology companies including Simply Ltd. (formerly named JuyTunes), Gloat Ltd. and Healthy.IO. Dr. Halevi Davidov is also serving as a member of the board of directors of Kornit Digital Ltd. (Nasdaq: KRNT) since August 2023 and Acteils Networks (Nasdaq: ASNS) since May 2022. Dr. Halevi Davidov served as our Chief Financial Officer from November 2012 to August 2017. Dr. Halevi Davidov has also served on the board of our subsidiary, Kaltura Asia Pte Ltd. since February 2015. Dr. Halevi Davidov is a Certified Public Accountant in Israel. She received a Ph.D. in Strategy from Tel Aviv University in 2012, a Master’s in Business Administration from Tel Aviv University in 2002 and Bachelor of Arts in Accounting and Economics from Tel Aviv University in 2000. Dr. Halevi Davidov was selected to serve on our board of directors because of her extensive knowledge of and experience with corporate financial strategy. Continuing members of the Board of Directors:
Class I Directors (terms to expire at the 2025 Annual Meeting)
Class I Directors (terms to expire at the 2025 Annual Meeting)
Class I Directors (terms to expire at the 2025 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Kaltura | | Ron Yekutiel | 51 | 2006 | Chairman, Chief Executive Officer, President and Director | | Eyal Manor | 50 | 2023 | Director |
Class I Directors (terms to expire at the 2025 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows: Ron Yekutiel is one of our co-founders and has served as our Chief Executive Officer and as Chairman of our board of directors since October 2006 and as President from January 15, 2024. Prior to Kaltura, Mr. Yekutiel co-founded VisualGate Systems Inc., a video surveillance company, in 2003, and co-founded and lead GPSoft Ltd and the Destinator business unit in Paradigm Advanced Technologies Inc., a GPS navigation and tracking company, in 2001. Mr. Yekutiel serves as a member of the board of directors of Kaltura Asia Pte Ltd., an affiliate of Kaltura, Inc., and as a member of the board of directors of various private companies. He received a Master of Business Administration with honors from the Wharton School of the University of Pennsylvania in 2005. Mr. Yekutiel was selected to serve on our board of directors because of the perspective and experience he provides as our co-founder and Chief Executive Officer, as well as his extensive experience with technology companies.
Eyal Manor
Eyal Manor Eyal Manor has served on our board of directors since January 2023. Mr. Manor has served as Chief Product & Engineering Officer at Twilio from 2021 to 2023, overseeing CPaaS and Segment's CDP. Prior to that, from 2016 to November 2021 Mr. Manor served as Vice President & General Manager at Google Cloud, where he led a portfolio of technologies, including Kubernetes, Serverless Developer Platforms, Marketplace, and other products. In his previous roles with Google, Mr. Manor was VP of Engineering at YouTube and spearheaded the development of advertising products. Before joining Google, Mr. Manor founded Voice and Video SaaS streaming startup and was in an IAF Research Group. Mr. Manor graduated from Tel Aviv University in 1994. Mr. Manor was selected to serve on our board of directors because of his vast experience \ building successful SaaS products and innovative platform technologies.
Class II Directors (terms to expire at the 2026 Annual Meeting)
Class II Directors (terms to expire at the 2026 Annual Meeting) The current members of the Board of Directors who are Class II Directors are as follows:
Class II Directors (terms to expire at the 2026 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Kaltura | | Ronen Faier | 53 | 2021 | Lead Independent Director | | Richard Levandov | 69 | 2007 | Director |
Class II Directors (terms to expire at the 2026 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class II Director are as follows:
Ronen Faier
Ronen Faier Ronen Faier has served on our board of directors since July 2021. Mr. Faier has served as the Chief Financial Officer of SolarEdge Technologies, Inc., an energy management company, since January 2011. Additionally, Mr. Faier has served as a director of Monday.com since 2021 and a director of Cato Networks since February 2023. Prior to his role at SolarEdge, Mr. Faier served in various executive positions at publicly traded technology companies such as SanDisk Corporation, a semiconductor manufacturing company, Msystems Ltd., a semiconductor memory devices manufacturing company and VocalTec Communications, Inc., a telecom equipment provider. Mr. Faier is a Certified Public Accountant in Israel. He received a Master’s of Business Administration with honors from Tel Aviv University in 2000 and a Bachelor of Arts in Accounting and Economics from the Hebrew University of Jerusalem in 1996. Mr. Faier was selected to serve on our board of directors because of his extensive financial and public company experience.
Richard Levandov
Richard Levandov Richard Levandov has served as a member of our board of directors since 2007. Mr. Levandov has over 30 years of experience as a technology venture capitalist, operator and entrepreneur, most recently as a partner at Avalon Ventures from 2007 to date. Mr. Levandov is active in the Boston, New York City, San Francisco and Seattle venture and entrepreneurial communities. As a past judge on the MIT 100k business plan competition he remains very active in various organizations on both U.S. coasts, promoting the creation of new disruptive enterprises. He received a Bachelor of Science from Binghamton University in 1976. Mr. Levandov was selected to serve on our board of directors because of his extensive experience in the venture capital industry.
Compensation Committee
| • | reviewing and making recommendations to our Board of Directors regarding director compensation; |
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the “2023 Summary Compensation Table” below. In 2023, our “named executive officers” and their positions were as follows:
EXECUTIVE COMPENSATION
| • | Ron Yekutiel, Chairman, Chief Executive Officer, President and Director; |
EXECUTIVE COMPENSATION
| • | Michal Tsur, President and Chief Marketing Officer; and |
EXECUTIVE COMPENSATION
| • | Yaron Garmazi, Chief Financial Officer. |
EXECUTIVE COMPENSATION
Dr. Tsur retired from her service as President and Chief Marketing Officer of the Company on January 14, 2024. Mr. Garmazi resigned from his position as Chief Financial Officer of the Company on February 29, 2024. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the currently planned programs summarized in this discussion.
Summary Compensation Table
Summary Compensation Table The following table presents all of the compensation awarded to, earned by or paid to our named executive officers for the years ended December 31, 2022 and December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1)(2) | Bonus | Stock Awards (3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(2)(4) | All Other Compensation ($)(5) | Total | | Ron Yekutiel Chairman, Chief Executive Officer and Director | 2023 | 434,496 | — | 3,961,866 | — | — | 74,902 | 4,471,264 | | | 2022 | 449,327 | — | 784,463 | — | 218,414 | 61,855 | 729,596 | | Michal Tsur President and Chief Marketing Officer | 2023 | 305,371 | — | 1,482,312 | — | — | 84,614 | 1,872,297 | | | 2022 | 327,698 | — | 267,713 | — | 120,716 | 77,193 | 525,607 | | Yaron Garmazi Chief Financial Officer | 2023 | 338,031 | — | 1,962,584 | — | — | 92,570 | 2,393,185 | | | 2022 | 359,078 | — | 370,431 | — | 133,627 | 84,501 | 577,206 |
Summary Compensation Table
| (1) For 2023, compensation amounts received in non-U.S. currency have been converted into U.S. dollars using an exchange rate of 0.27 U.S. dollar per NIS (which was the average exchange rate for 2023). For 2022, compensation amounts received in non-U.S. currency have been converted into U.S. dollars using an exchange rate of 0.30 U.S. dollar per NIS (which was the average exchange rate for 2022). |
Summary Compensation Table
| (2) Amounts also reflect the base fees paid and bonuses earned pursuant to Mr. Yekutiel’s U.S. Consulting Agreement and U.K. Consulting Agreement (each as defined below). |
Summary Compensation Table
| (3) Amounts reflect the full grant-date fair value of stock awards and stock options granted during 2023 and 2022 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards and option awards made to executive officers in 2023 in Note 15 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2023. |
Summary Compensation Table
| (4) Amounts reflect the amounts earned by the executives under their respective employment agreements (and consulting agreements for Mr. Yekutiel) pursuant to the Company’s annual performance bonus program for the 2023 fiscal year. For additional information on these payments, see “2023 Bonuses” below. |
Summary Compensation Table
| (5) For 2023, amounts reflect: for Mr. Yekutiel, (i) a Company-paid car allowance and related expenses of $25,568, (ii) a $11,205 contribution by the Company for an Israeli education fund, (iii) a contribution of $847 for an Israeli disability fund, (iv) a meal allowance of $2,939, (v) a contribution of $21,742 to an Israeli pension fund, (vi) a contribution of $910 by the Company as recuperation pay, and (vii) a contribution of $10,840 by the Company to an Israeli severance fund; for Dr. Tsur, (i) a contribution by the Company for an Israeli education fund of $22,903, (ii) a contribution of $1,577 for an Israeli disability fund, (iii) a meal allowance of $2,939 , (iv) a contribution of $43,710 to an Israeli pension fund, (v) a contribution of $796 by the Company as recuperation pay, and (vi) a contribution of $10,840 by the Company to an Israeli severance fund; and for Mr. Garmazi, (i) a contribution of $25,352 by the Company for an Israeli education fund, (ii) a contribution of $3,177 to an Israeli disability fund, (iii) a meal allowance of 2,939, (iv) a contribution of $47,257 to an Israeli pension fund, (v) a contribution of $796 by the Company as recuperation pay, and (vi) a contribution of $10,840 by the Company to an Israeli severance fund see also Tax gross-ups. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table represents information regarding outstanding equity awards held by our named executive officers as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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(9) | | Ron Yekutiel | 8/14/18(2) | 459,000 | — | — | 1.58 | 8/14/28 | — | — | | | 8/14/18(2) | 760,500 | — | — | 1.58 | 8/14/28 | — | — | | | 12/24/20(3) | 2,625,000 | 525,000 | — | 4.99 | 12/23/30 | — | — | | | 12/24/20(4) | — | 3,150,000 | 3,150,000 | 13.34 | 12/23/30 | — | — | | | 12/08/21(6) | 274,112 | 137,056 | — | 4.38 | 12/08/31 | — | — | | | 12/08/21(7) | — | — | — | — | — | 85,622 | 166,963 | | | 3/16/22(8) | — | — | — | — | — | 172,944 | 337,241 | | | 2/5/2023(9) | — | — | — | — | — | 264,365 | 515,512 | | | 2/5/2023(10) | — | — | — | — | — | 1,013,899 | 1,977,103 | | Michal Tsur | 10/16/13(1) | 456,831 | — | — | 0.17 | 10/14/33 | — | — | | | 8/14/18(2) | 459,000 | — | — | 1.58 | 8/14/28 | — | — | | | 12/24/20(3) | 656,250 | 131,250 | — | 4.99 | 12/23/30 | — | — | | | 12/24/20(4) | — | 787,500 | 787,500 | 13.34 | 12/23/30 | — | — | | | 12/08/21(6) | 93,544 | 46,775 | — | 4.38 | 12/08/31 | — | — | | | 12/08/21(7) | — | — | — | — | — | 29,224 | 56,987 | | | 3/16/22(8) | — | — | — | — | — | 59,026 | 115,101 | | | 2/5/23(9) | — | — | — | — | — | 152.245 | 296,878 | | | 2/5/23(10) | — | — | — | — | — | 346,012 | 674,723 |
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 | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | 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(9) | | Yaron Garmazi | 11/6/17(5) | 972,000 | — | — | 1.72 | 11/5/27 | — | — | | | 8/14/18(5) | 10,800 | — | — | 1.58 | 8/14/28 | — | — | | | 12/24/20(3) | 281,250 | 56,250 | — | 4.99 | 12/23/30 | — | — | | | 12/24/20(4) | — | 337,500 | 337,500 | 13.34 | 12/23/30 | — | — | | | 12/08/21(6) | 129,432 | 64,725 | — | 4.38 | 12/08/31 | — | — | | | 12/08/21(7) | — | — | — | — | — | 40,433 | 78,844 | | | 3/16/22(8) | — | — | — | — | — | 81,671 | 159,258 | | | 2/5/23(9) | — | — | — | — | — | 168,528 | 328,630 | | | 2/5/23(10) | — | — | — | — | — | 478,773 | 933,607 |
Outstanding Equity Awards at Fiscal Year-End
| (1) The options vest in forty-eight ratable monthly installments such that the award is fully vested four years after the vesting commencement date, subject to the executive’s continued service through the applicable vesting dates. These options are fully vested. |
Outstanding Equity Awards at Fiscal Year-End
| (2) The options vest as to one-third of the options upon the first anniversary of the grant date, with the remaining two-thirds vesting in ratable monthly installments over the following two-year period such that the award is fully vested three years after the vesting commencement date of July 1, 2018, subject to the executive’s continued service through the applicable vesting dates. These options are fully vested. |
Outstanding Equity Awards at Fiscal Year-End
| (3) These options vest in twelve quarterly installments such that the award is fully vested three years after the vesting commencement date of April 1, 2021, subject to the executive’s continued service through the applicable vesting dates. |
Outstanding Equity Awards at Fiscal Year-End
| (4) These options vest based on the achievement of specified increases in the fair market value of a share such that 25% of the award will vest upon the fair market value of a share of common stock increasing fifty percent (50%) above the per share exercise price ($13.34); an additional 25% of such award will vest upon the fair market value of a share increasing one-hundred percent (100%) above the per share exercise price; an additional 25% will vest upon the fair market value of a share increasing one-hundred and fifty percent (150%) above the per share exercise price; and the remaining 25% of the award will vest upon the fair market value increasing two-hundred percent (200%) above the per share exercise price. These options were cancelled in February 2024 for Dr. Tsur and Mr. Garmazi. |
Outstanding Equity Awards at Fiscal Year-End
| (5) These options vest as to 25% of such options on the first anniversary of the vesting commencement date (April 18, 2017 and July 1, 2018, respectively), with the remaining 75% of such options vesting in ratable monthly installments over the following thirty-six months, subject to the executive’s continued service through the applicable vesting dates. These options are fully vested. |
Outstanding Equity Awards at Fiscal Year-End
| (6) These options vest in quarterly installments over a three-year period with the first quarterly vesting date on March 1, 2022, subject to continued employment through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (7) These restricted stock units vest in quarterly installments over a three-year period with the first quarterly vesting date on March 1, 2022, subject to continued employment through the vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (8) These restricted stock unitss vest in quarterly installments over a three-year period with the first quarterly vesting date on June 1, 2022, subject to continued employment through the vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (9) For restricted stock units awards, the conversion from monetary value (USD) to RSUs was determined based upon stock price of $1.90. The awards were contingent upon the satisfaction of certain KPIs and goals attainment, upon which the number of RSUs vested would have been determined. |
Outstanding Equity Awards at Fiscal Year-End
| (10) These restricted stock units vest in quarterly installments over a two-year period with the first quarterly vesting date on April 1, 2023, subject to continued employment through the vesting date. |
Director Compensation
Director Compensation In connection with the initial public offering, we implemented a non-employee director compensation policy, pursuant to which, until December 31, 2023, each non-employee director has received an annual retainer of $30,000, and commencing January 1st, 2024, each non-employee director receives an annual retainer of $30,000. In addition, the non-employee director serving as lead director of the board receives an additional annual retainer of $15,000 and non-employee directors serving on committees of our board of directors receives the following additional annual fees, each earned on a quarterly basis: the chairperson of our audit committee receives an additional annual fee of $20,000, and other members of our audit committee receives an additional annual fee of $10,000; the chairperson of our compensation committee receives an additional annual fee of $10,000 until December 31, 2023 and $14,000 thereafter, and other members of our compensation committee receives an additional annual fee of $5,000 until December 31, 2023 and $7,000 thereafter; and the chairperson of our nominating and governance committee receives an additional annual fee of $8,000, and other members of our nominating and governance committee receives an additional annual fee of $4,000. Each director receives an annual restricted stock unit award with a grant date value of $180,000 (with prorated awards made to directors who join on a date other than an annual meeting following the first annual meeting after the closing of our initial public offering), which generally vest in full on the day immediately prior to the date of our annual shareholder meeting immediately following the date of grant, subject to the non-employee director continuing in service through such meeting date. The equity awards granted pursuant to this policy accelerate and vest in full upon a change in control (as defined in the 2021 Plan). The table below sets forth the compensation earned by each of our non-employee directors with respect to the fiscal year ended December 31, 2023.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Shay David | $30,000 | $180,000 | $210,000 | | Ronen Faier | $63,000 | $180,000 | $243,000 | | Naama Halevi Davidov | $50,000 | $180,000 | $230,000 | | Richard Levandov | $44,000 | $180,000 | $224,000 | | Eyal Manor | $20,568 | $249,534 | $270,102 |
Director Compensation
| (1) Amounts reflect the full grant-date fair value of stock awards granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards and option awards made to our directors in Note 15 to the consolidated financial statements included in this proxy statement. |
Director Compensation
| (2) Mr. Manor commenced serving on our board of directors on January 23, 2023. |
Director Compensation
The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held by each non-employee director who was serving as of December 31, 2023.
Director Compensation
| Name | Options Outstanding at Fiscal Year End | Unvested Restricted Shares Outstanding at Fiscal Year End | | Shay David | 267,750 | 90,909 | | Ronen Faier | — | 90,909 | | Naama Halevi Davidov | 157,500 | 90,909 | | Richard Levandov | — | 90,909 | | Eyal Manor | — | 90,909 |