DEF 14A of Taboola.com Ltd.
Filed Apr 25, 2025 · FY20240001140361-25-015810
Taboola i 2025 Proxy Statement
| Option Exercises and Stock Vested | 34 | | Severance and Potential Payments Upon Change in Control | 34 | | CEO Pay Ratio | 35 | | Pay versus Performance | 36 | | Security Ownership of Certain Beneficial Owners and Management | 40 | | Delinquent Section 16(a) Reports | 42 | | Proposal 2: Approval of Advisory Proposal on Executive Compensation | 43 | | Proposal 3: Approval of An Amendment to Compensation Terms for our Chief Executive Officer (and Director) | 44 | | Audit Committee Matters | 46 | | Audit Committee Pre-Approval Policies and Procedures | 46 | | Audit and Non-Audit Fees | 46 | | Report of the Audit Committee | 47 | | Proposal 4: Re-Appointment of Independent Auditors | 48 | | General Information About the Annual Meeting | 49 | | Questions and Answers About Voting | 49 |
Board of Directors
Board of Directors The table below presents information on the Class I nominee for director of the Company and each of the continuing directors who are not being voted on at the Annual Meeting. Mr. Shachar is a current director of the Company and the Company believes he possesses the qualifications to serve as a member of our Board. The information set forth below is as of March 31, 2025.
Board of Directors
| Name and Principal Occupation | Class | Age | Current Committee Membership | Director Since | Current Term Expires | Nominated for Term Expiring | | Class I Director Nominee | | | | | | | | Erez Shachar Co-founder and Managing Partner, Qumra Capital Management Ltd. | I | 61 | Compensation; Nominating and Governance | 2007 | 2025 | 2028 | | Continuing Directors | | | | | | | | Nechemia J. Peres Managing General Partner and Co-Founder, Pitango Venture Capital | II | 66 | Compensation; Nominating and Governance | 2013 | 2026 | | | Richard Scanlon Founding Partner, Marker LLC | II | 55 | Audit | 2018 | 2026 | | | Gilad Shany Managing Partner, ION Crossover Partners Ltd. | II | 48 | Audit; Nominating and Governance | 2021 | 2026 | | | Zvi Limon General Partner and Co-Founder, Magma Venture Partners | III | 66 | Audit; Compensation | 2007 | 2027 | | | Monica Mijaleski Chief Financial Officer, Yahoo! | III | 49 | None | 2023 | 2027 | | | Adam Singolda Founder and CEO, Taboola.com Ltd. | III | 43 | None | 2007 | 2027 | |
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 SEC rules | | Mitigate dilution by use of our share buyback program and a net issuance mechanism for certain executives | | | 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 2024 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 | Cash | One-time, performance-based cash award was granted in January 2023 to certain key executives to ensure accountability for the Yahoo partnership and align with shareholder interests based upon achieving a predefined 2024 Adjusted Free Cash Flow Per Share target | | 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, consistent with applicable laws and regulations, 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 One Class I Director. The 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. If the nominee receives more votes cast “FOR” their election than “AGAINST” they will be elected as a Class I director to serve until the 2028 Annual General Meeting of Shareholders and until their successor is 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: Amendment to Compensation Terms for our Chief Executive Officer (and Director). The approval of the amendment to compensation terms for our Chief Executive Officer (and Director) 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 in compliance with applicable laws and regulations.
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 & Partners, LLC (“Pearl Meyer”), which provides compensation benchmarking and consultation services. For the first six months of 2024, 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). Following shareholder approval in May 2024, each of the non-employee directors received the following cash compensation for the third and fourth quarters of 2024 which is paid in quarterly installments: (i) annual Board retainer of $40,000 (or $140,000 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 $4,000 per membership of the Nominating and Governance Committee or any other Board Committee (or $8,000 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 $190,000, which will vest over a period of one year.
2024 Director Compensation
2024 Director Compensation The following table summarizes compensation paid to our non-employee directors during the year ended December 31, 2024. Directors who are also our employees receive no additional compensation for their service as a director. During the year ended December 31, 2024, Mr. Singolda, Taboola’s Founder and CEO, was an employee. Mr. Singolda’s compensation is discussed in the “Executive Compensation” section beginning on page 21.
2024 Director Compensation
| Name | Fees earned or paid in cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Deirdre Bigley | 47,500 | 190,000 | 237,500 | | Lynda Clarizio | 45,250 | 190,000 | 235,250 | | Zvi Limon | 142,750 | 190,000 | 332,750 | | Monica Mijaleski | 37,500 | 190,000 | 227,500 | | Nechemia J. Peres | 48,750 | 190,000 | 238,750 | | Rick Scanlon | 57,500 | 190,000 | 247,500 | | Erez Shachar | 56,000 | 190,000 | 246,000 | | Gilad Shany(3) | 51,000 | 190,000 | 241,000 |
2024 Director Compensation
| (1) The fees paid include the increase in certain elements to non-employee director compensation approved at the 2024 annual meeting of shareholders. See “Non-Employee Director Compensation” above for further information. |
2024 Director Compensation
| (2) As of December 31, 2024, each non-employee director had 59,172 unvested RSUs which will vest 100% on May 1, 2025, subject to their continuous Board service through the vesting date. |
2024 Director Compensation
| (3) As of December 31, 2024, Mr. Shany had 51,370 vested RSUs. The RSUs will not convert to Ordinary shares until the satisfaction of an additional time-based settlement condition to occur in August 2025. The settlement is not conditioned on Mr. Shany’s continuous service through the settlement date. |
Director Nominee
Director Nominee At the Annual Meeting, shareholders will be asked to re-elect Erez Shachar. If re-elected at the Annual Meeting, Erez Shachar will serve until the 2028 annual general meeting of our shareholders, and until his successor has been duly elected and qualified, or until his office is vacated in accordance with our Articles of Association or the Companies Law. In accordance with the Companies Law, Erez Shachar has certified to us that he meets 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 his duties as a director of the Company, taking into account the size and special needs of the Company. During 2024, Mr. Shachar attended 75% or more of total meetings of the Board and committees on which he served during 2024. The Nominating and Governance Committee of our Board recommended that Mr. Shachar be re-elected at the Meeting as a Class I director for a term to expire at the 2028 annual general meeting of our shareholders, and until his successor has been duly elected and qualified, or until his office is vacated in accordance with our Articles of Association or the Companies Law. Our Board approved this recommendation.
Director Nominee
| The Board of Directors unanimously recommends that you vote FOR the Class I nominee for director. |
Director Nominee
CLASS I DIRECTOR NOMINEE (NOMINATED FOR TERM EXPIRING 2028)
Director Nominee
| Erez Shachar Independent | Co-founder and Managing Partner, Qumra Capital Management Ltd | Age: 61 | 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. |
Director Nominee
CLASS I DIRECTORS (TERM EXPIRES 2025)
Director Nominee
| Deirdre Bigley Independent | Retired Chief Marketing Officer, Bloomberg L.P. | Age: 60 | 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. |
Director Nominee
| Lynda Clarizio Independent | Retired President of U.S. Media, Nielsen Holdings plc | Age: 64 | 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 technology 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. |
Director Nominee
CLASS II DIRECTORS (TERM EXPIRES 2026)
Director Nominee
| Nechemia J. Peres Independent | Managing General Partner and Co-Founder, Pitango Venture Capital | Age: 66 | 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. |
Director Nominee
| Richard Scanlon Independent | Founding Partner, Marker LLC | Age: 55 | 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. |
Director Nominee
| Gilad Shany Independent | Managing Partner, ION Crossover Partners Ltd. | Age: 48 | 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. |
Director Nominee
CLASS III DIRECTORS (TERM EXPIRES 2027)
Director Nominee
| Zvi Limon Independent Chairman of the Board | General Partner and Co-Founder, Magma Venture Partners | Age: 66 | 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. |
Director Nominee
| Monica Mijaleski Not Independent | Chief Financial Officer, Yahoo! | Age: 49 | 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. |
Director Nominee
| Adam Singolda Not Independent | Founder and CEO, Taboola.com Ltd. | Age: 43 | 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 from the 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. |
Director Nominee
It is proposed that the following resolution be adopted at the Meeting:
Director Nominee
| (a) RESOLVED, that the re-election of Erez Shachar as a Class I 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. |
2024 Compensation Highlights
| • | Annual short-term cash incentives: In 2024, Adjusted EBITDA goal (30% weighting) was achieved at 100% of target while the ex-TAC Gross Profit goal (70% weighting) was achieved at 92% of target performance, resulting in an overall award payout of 97%. See “Annual Short-Term Incentive Compensation” in this CD&A for details. |
2024 Compensation Highlights
| • | Annual long-term incentive compensation: For 2024, 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. 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. See “Long-Term Incentive Compensation” in this CD&A for details. |
2024 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 was granted in January 2023 that is earned based on the achievement of a predetermined full-year 2024 target for the Company’s Adjusted Free Cash Flow Per Share. |
2024 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 and cap payouts at 150% | | 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 SEC rules | | Mitigate dilution by use of our share buyback program and a net issuance mechanism for certain executives | | | 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
| • | Reflect our long-term corporate strategy; |
Our Objectives
| • | Align the long-term interests of our executives with those of our shareholders; 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, 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 2024, 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 2025. 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 2024 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 2024 compensation decisions consisted of 17 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 2024 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 2024 peer group that at the time of review had median revenues of approximately $534million and a median enterprise value, in the case of public companies, of approximately $1.15 billion.
2024 Peer Group
2024 Peer Group
2024 Peer Group
| Digital Turbine, Inc. | DoubleVerify Holdings, Inc. | Fiverr International Ltd. | Five9, Inc. | | Integral Ad Science Holding Corp. | JFrog, Ltd. | Magnite, Inc. | Monday.com Ltd. | | New Relic, Inc. | Outbrain, Inc. | Perion Network Ltd. | Pubmatic, Inc. | | QuinStreet, Inc. | Tremor International Ltd. | Wix.com Ltd. | Yext, Inc. | | Zeta Global Holdings Corp. | | | |
2024 Peer Group
2024 Compensation
Base Salaries
Base Salaries We pay base salaries to our NEOs to compensate them for their services and provide regular income. The salaries typically reflect each NEO’s experience, leadership skills and scope of responsibilities, although competitive market conditions also play a role in setting salary levels. The salaries of our NEOs are reviewed on an annual basis by our Compensation Committee with input from our Chief Executive Officer (other than with respect to his own salary, which is reviewed and determined by the Compensation Committee and the Board) and in consultation with Pearl Meyer. Base salaries are adjusted, as deemed appropriate, to maintain competitive pay positioning, reflect changes in responsibilities and other factors. After conducting its annual review for 2024 base salaries, and considering among other things, peer group data and relative compensation for the other NEOs, the Compensation Committee and Board determined that Ms. Sundjaja would receive a base salary increase of 5% to better align her overall compensation at the median of the peer group. None of the other NEOs received a base salary increase in 2024. The table below shows the 2024 and 2023 annual base salaries of our NEOs set by the Compensation Committee.
Annual Short-Term Incentive Compensation
Annual Short-Term Incentive Compensation Our annual short-term cash incentive compensation plan offers a cash award 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 award 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 2024 target annual cash award opportunities for each of the NEOs.
Annual Short-Term Incentive Compensation
| Name | Target Bonus Opportunity (as % of Salary)(1) | Amount in Dollars ($) | | Adam Singolda | 100 | 590,000 | | Stephen Walker | 75 | 349,000 | | Eldad Maniv | 76 | 350,000 | | Lior Golan | 76 | 350,000 | | Kristy Sundjaja | 55 | 209,000 |
Annual Short-Term Incentive Compensation
| (1) Percentages rounded to the nearest whole percent. |
2024 Performance Measures
2024 Performance Measures The annual short-term cash incentive compensation program provides award opportunities to participants based on the achievement of performance against financial metrics established by the Committee for each NEO. For 2024, annual incentive awards were calculated as follows:
2024 Performance Measures
| • | 70% based on achievement of an Adjusted EBITDA performance metric; and |
2024 Performance Measures
| • | 30% based on achievement of an ex-TAC Gross Profit performance metric. |
2024 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 award 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%.
2024 Performance Measures
| Performance Level | Adjusted EBITDA Performance % of Target | Adjusted EBITDA ($ in millions) | Payout (% of Target) | | Below Threshold | <=60 | <=120.7 | 0 | | Target | 100 | 201.2 | 100 | | Maximum | 120 | 241.4 | 150 | | Achievement | — | 200.9 | 100(1) |
2024 Performance Measures
| Performance Level | Ex-TAC Performance % of Target | Ex-TAC ($ in millions) | Payout (% of Target) | | Below Threshold | <=60 | <=413.8 | 0 | | Target | 100 | 689.6 | 100 | | Maximum | 120 | 827.5 | 150 | | Achievement | — | 667.5 | 92(1) |
2024 Performance Measures
| (1) Percentages rounded to the nearest whole percent. |
2024 Performance Measures
The following table sets forth our actual payout percentage achieved(1) with respect to each performance metric applicable to our NEOs and illustrates the calculation of the annual cash incentive awards payable to our NEOs in light of these performance results. For 2024, the Company reported Adjusted EBITDA of $200.9M and ex-TAC Gross Profit of $667.5M.
2024 Performance Measures
| | | | | Adjusted EBITDA (70%) | | Ex-TAC Gross Profit (30%) | | | | | NEO | 2024 Base Salary Rate ($) | Target Bonus (%) | Target Bonus Amount ($) | 2024 Target Achieved (%) | Payout (%) | 2024 Target Achieved (%) | Payout (%) | Overall Payout (%) | 2024 Bonus Payout ($) | | Adam Singolda | 590,000 | 100% | 590,000 | 100% | 100% | 92% | 92% | 97% | 574,276 | | Stephen Walker | 465,000 | 75% | 349,000 | 100% | 100% | 92% | 92% | 97% | 339,699 | | Eldad Maniv | 461,800 | 76% | 350,000 | 100% | 100% | 92% | 92% | 97% | 340,672 | | Lior Golan | 461,800 | 76% | 350,000 | 100% | 100% | 92% | 92% | 97% | 340,672 | | Kristy Sundjaja | 380,000 | 55% | 209,000 | 100% | 100% | 92% | 92% | 97% | 203,430 |
2024 Performance Measures
| (1) Percentages rounded to the nearest whole percent. |
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 2024, 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. While we have historically used performance-based metrics for parts of our existing executive compensation structure, as part of the Company’s ongoing commitment to aligning executive compensation with shareholder value, the Compensation Committee is evaluating the Company's current equity compensation program. Specifically, the Committee is reviewing the potential introduction of performance-based metrics for a portion of annual NEO equity grants. While no final decisions have been made, the Committee plans to continue its review, including working with its independent compensation consultant, and the Company may engage with certain shareholders as part of this process. Total grant date values for annual equity awards granted in 2024 for each NEO are shown below:
Long-Term Incentive Compensation
| Name | 2024 Equity Grant Date Fair Value ($)(1) | | Adam Singolda | 6,662,742 | | Stephen Walker | 3,075,113 | | Eldad Maniv | 4,305,156 | | Lior Golan | 3,382,621 | | Kristy Sundjaja | 1,383,802 |
Long-Term Incentive Compensation
| (1) 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 Note 2 of Notes to the Consolidated Financial Statements included in the 2024 Annual Report. Reflects grant date fair value based on a ten-day trailing average of our Ordinary shares. The measurement period was February 13, 2024 through February 27, 2024. |
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.
Long-term Performance-based Cash Award
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”) program was entered into at the closing of the Yahoo partnership in January 2023. The Performance Bonuses would be earned based on the achievement of a predetermined full-year 2024 target (with a two-year performance period) for the Company’s Adjusted Free Cash Flow Per Share (“Target”).The Performance Bonuses were not payable if the Company achieved 75% or less than the Target. If the Company exceeded 75% of the Target, the Performance Bonus was 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:
Long-term Performance-based Cash Award
| • | directly aligns executive compensation with the Company's cash generation capabilities; |
Long-term Performance-based Cash Award
| • | is a key metric many investors use when determining company valuations; |
Long-term Performance-based Cash Award
| • | encourages efficient capital allocation and disciplined spending; |
Long-term Performance-based Cash Award
| • | drives long-term shareholder value by focusing on per-share performance; |
Long-term Performance-based Cash Award
| • | focuses on the Company’s total performance, including incremental growth from Yahoo; and |
Long-term Performance-based Cash Award
| • | provides incentive to quickly ramp the Yahoo relationship in 2023 to achieve strong 2024 Free Cash Flow |
Long-term Performance-based Cash Award
The grant of the Performance Bonuses required shareholder approval that was obtained at the Company’s 2023 annual meeting of shareholders. The following table details the bonus payout percentage associated with a corresponding performance level against the Adjusted Free Cash Flow Per Share targets for our NEOs. Adjusted Free Cash Flow Per Share, a non-GAAP metric, is calculated by taking Free Cash Flow, a non-GAAP metric, and adjusting for net prepayments to publishers and cash interest payments on the Company’s long-term loan. In determining the Adjusted Free Cash Flow Per Share, the Company used the same weighted-average number of shares outstanding for the year ended December 31, 2024 as used in the calculation of Net income (loss) per share. See Appendix for additional details and reconciliation of Net cash provided by operating activities to Free Cash Flow and to Adjusted Free Cash Flow Per Share.
Long-term Performance-based Cash Award
| Performance Level | Adjusted Free Cash Flow Per Share % of Target | Adjusted Free Cash Flow Per Share | Payout (% of Target) | | Below Threshold | <=75% | 0.34 | 0 | | Target | 100% | 0.45 | 100% | | Maximum | 125% | 0.67 | 150% |
Adjusted Free Cash Flow Per Share Results
| Name | Earned Payouts based on 93% Achievement of Target ($) | | Adam Singolda | 2,604,000 | | Stephen Walker | 1,767,000 | | Eldad Maniv | 1,906,500 | | Lior Golan | 744,000 |
Chief People Officer 2024 Discretionary Bonus
Chief People Officer 2024 Discretionary Bonus In recognition of Ms. Sundjaja’s leadership, commitment and significant contributions to the Yahoo transition effort, the Compensation Committee approved a discretionary cash bonus with a target of $300,000 with payout based on the same methodology used for the other NEOs receiving their Performance Bonuses. Based on the achievement of 93% of Target with respect to the Performance Bonuses, Ms. Sundjaja received a discretionary cash bonus of $279,000. Other Compensation Guidelines, Policies & Programs
Equity Award Timing Practices
Equity Award Timing Practices New SEC rules require us to discuss our policies and practices on the timing of awards of options (or similar awards) in relation to the disclosure by us of material nonpublic information. The Compensation Committee has established a consistent process for granting equity awards to ensure fairness and avoid the appearance of timing-related manipulation. All annual equity awards are approved during a regularly scheduled Compensation Committee meeting, typically held in the first quarter of the fiscal year. The grant date for annual equity awards is either the date of the Compensation Committee’s approval or a pre-established date set in advance by the Compensation Committee. Equity awards for newly hired or promoted employees are generally granted on the first regularly scheduled grant date following the effective date of the employment event. We do not currently grant stock options, stock appreciation rights or any similar awards with “option-like” features. Accordingly, we do not consider the release of material nonpublic information in relation to the grant of such awards, and do not time such release for the purpose of affecting the value of execution compensation. Consistent with the foregoing, as a general matter, the Company does not time equity grants in coordination with the release of material non-public information.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table provides information regarding the compensation of our NEOs during the years shown.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-equity incentive plan compensation ($) | All other compensation ($) | Total ($) | | Adam Singolda; Founder and CEO | 2024 | 590,000 | — | 6,662,742 | — | 3,178,276(3) | 60,326(4) | 10,491,344 | | | 2023 | 590,000 | — | 4,514,693 | — | 968,700 | 91,714 | 6,165,107 | | | 2022 | 590,000 | — | — | — | 153,450 | 58,961 | 802,411 | | Stephen Walker; CFO | 2024 | 465,000 | — | 3,075,113 | — | 2,106,699(3) | 4,952(5) | 5,651,764 | | | 2023 | 465,000 | — | 1,864,575 | — | 712,268 | 223 | 3,042,066 | | | 2022 | 426,100 | — | 2,800,001 | — | 84,258 | 144 | 3,310,503 | | Eldad Maniv; President and COO | 2024 | 458,468 | — | 4,305,156 | — | 2,247,172(3) | — | 7,010,796 | | | 2023 | 404,462 | — | 3,107,624 | — | 761,900 | — | 4,273,986 | | | 2022 | 442,550 | — | — | — | 97,650 | — | 540,200 | | Lior Golan; CTO | 2024 | 458,468 | — | 3,382,621 | — | 1,084,672(3) | — | 4,925,761 | | | 2023 | 404,462 | — | 2,734,709 | — | 361,900 | — | 3,501,071 | | | 2022 | 442,550 | — | — | — | 97,650 | — | 540,200 | | Kristy Sundjaja; CPO | 2024 | 380,000 | 279,000(6) | 1,383,802 | — | 203,430(7) | 5,125(5) | 2,251,357 | | | 2023 | 360,000 | — | 1,035,874 | — | 204,732 | 8,414 | 1,609,020 | | | 2022 | 360,000 | — | 1,800,002 | — | 55,242 | 8,544 | 2,223,788 |
2024 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 2024, 2023 and 2022 we used exchange rates of New Israeli Shekels of 3.69, 3.69 and 3.36 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. In 2024, the salary amount in New Israeli Shekels was fixed based on an exchange rate of 3.71 for the period from Feb 1, 2023 through Jan 31, 2024. |
2024 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 2024 Annual Report. |
2024 Summary Compensation Table
| (3) Includes (i) Long-term performance-based cash incentive amounts paid based on achievement of a predetermined full-year 2024 target for the Company’s Adjusted Free Cash Flow Per Share; and (ii) Short-term performance-based cash incentive amounts earned by the NEOs for service during the year. Both amounts were paid subsequent to that year based on 2024 results. For further detail, see the CD&A on page 21 of this proxy statement. |
2024 Summary Compensation Table
| (4) Includes $13,823 for ground transportation expenses, $4,941 in related ground transportation gross ups, $25,369 for tax advisory services, $15,653 in related tax-gross ups and $540 company contribution to life insurance premium. |
2024 Summary Compensation Table
| (5) Includes 401(k) plan matching contributions and company contribution to life insurance premium. |
2024 Summary Compensation Table
| (6) Cash bonus awarded to recognize Ms. Sundjaja for her leadership, commitment and significant contributions to the Yahoo transition effort. |
2024 Summary Compensation Table
| (7) Short-term performance-based cash incentive amounts earned for service during the year with such amount paid subsequent to that year based on 2024 results. For further detail, see the CD&A on page 21 of this proxy statement. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides NEO 2024 grant information regarding equity awards (restricted share units, or RSUs) and short-term performance-based cash awards (or STI).
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future payouts under Non-equity incentive plan awards | | | All other stock awards: Number of shares of stock or units (#)(1) | Grant date fair value of stock and option awards ($)(2) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Adam Singolda | | | | | | | | STI(3) | 2/25/2024 | 14,750 | 590,000 | 885,000 | | | | RSU | 2/27/2024 | | | | 1,390,969 | 6,662,742 | | Stephen Walker | | | | | | | | STI(3) | 2/25/2024 | 8,725 | 349,000 | 523,500 | | | | RSU | 2/27/2024 | | | | 641,986 | 3,075,113 | | Eldad Maniv | | | | | | | | STI(3) | 2/25/2024 | 9,000 | 350,000 | 525,000 | | | | RSU | 2/27/2024 | | | | 898,780 | 4,305,156 | | Lior Golan | | | | | | | | STI(3) | 2/25/2024 | 9,000 | 350,000 | 525,000 | | | | RSU | 2/27/2024 | | | | 706,184 | 3,382,621 | | Kristy Sundjaja | | | | | | | | STI(3) | 2/25/2024 | 5,225 | 209,000 | 313,500 | | | | RSU | 2/27/2024 | | | | 288,894 | 1,383,802 |
Grants of Plan-Based Awards
| (1) Reflects time-based RSUs that vest in equal quarterly installments over a four-year period. RSUs settle in our Ordinary shares. |
Grants of Plan-Based Awards
| (2) Reflects the grant date fair value of awards computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodologies used in calculating the grant date fair value of the awards reported, see Note 2 to the Company’s consolidated financial statements in the Company’s 2024 Annual Report. |
Grants of Plan-Based Awards
| (3) NEOs can earn short-term performance-based cash incentive awards between 0% and 150% of target based on Adjusted EBITDA and ex-TAC performance relative to targets pre-established by the Compensation Committee. The performance period is January 1, 2024 through December 31, 2024. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding outstanding options and awards held by our NEOs as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities underlying unexercised options (#) exercisable | Number of Securities underlying unexercised options (#) unexercisable | Option Exercise Price ($) | 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) | 988,094 | 449,135 | 8.21 | 3/15/2031 | — | — | | | 3/15/2021(3) | — | — | — | — | 449,135 | 1,639,343 | | | 6/1/2023(3)(4) | — | — | — | — | 863,781 | 3,152,801 | | | 2/27/2024 | — | — | — | — | 1,130,162 | 4,125,091 | | 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(5) | 270,070 | — | 2.63 | 9/17/2030 | — | — | | | 9/17/2020(3) | — | — | — | — | — | — | | | 3/15/2021(2) | 266,500 | 33,313 | 8.21 | 3/15/2031 | — | — | | | 2/24/2022(3) | — | — | — | — | 134,203 | 489,841 | | | 2/28/2023(3) | — | — | — | — | 335,088 | 1,223,071 | | | 2/27/2024(3) | — | — | — | — | 521,614 | 1,903,891 | | Eldad Maniv | 4/11/2021(2) | 988,094 | 449,135 | 8.21 | 4/11/2031 | — | — | | | 6/24/2021(3) | — | — | — | — | 449,135 | 1,639,343 | | | 2/28/2023(3) | — | — | — | — | 558,479 | 2,038,448 | | | 2/27/2024(3) | — | — | — | — | 730,259 | 2,665,445 | | Lior Golan | 10/25/2020(5) | 5,157,324 | — | (6) | 10/25/2030 | — | — | | | 6/24/2021(2) | 988,094 | 449,135 | 8.21 | 6/24/2031 | — | — | | | 6/24/2021(2) | 988,094 | 449,135 | (6) | 6/24/2031 | — | — | | | 2/28/2023(3) | — | — | — | — | 491,462 | 1,793,836 | | | 2/27/2024(3) | — | — | — | — | 573,774 | 2,094,275 | | Kristy Sundjaja | 11/12/2019(5) | 202,553 | — | 2.63 | 11/12/2029 | — | — | | | 3/15/2021(2) | 213,199 | 26,651 | 8.21 | 3/15/2031 | — | — | | | 2/24/2022(3) | — | — | — | — | 86,274 | 314,900 | | | 2/28/2023(3) | — | — | — | — | 186,160 | 679,484 | | | 2/27/2024(3) | — | — | — | — | 234,726 | 856,750 |
Outstanding Equity Awards at Fiscal Year End
| (1) Reflects the market value of the shares underlying RSUs as of December 31, 2024, based on the closing price of our Ordinary shares as reported on Nasdaq of $3.65. |
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) Mr. Singolda’s 2023 RSU grant was subject to shareholder approval which was obtained on June 1, 2023. The vesting commencement date for this RSU grant was February 28, 2023. |
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 2024.
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 vesting (#) | Value realized on vesting(2) | | Adam Singolda | — | — | 1,004,019 | 3,821,157 | | Stephen Walker | — | — | 410,421 | 1,566,697 | | Eldad Maniv | — | — | 776,043(3) | 2,964,539 | | Lior Golan | 394,719 | 1,394,331 | 350,837 | 1,321,294 | | Kristy Sundjaja | — | — | 205,923 | 782,948 |
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 224,695 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 2024:
CEO Pay Ratio
| • | The annual total compensation of the median employee, excluding the CEO, was $148,747; |
CEO Pay Ratio
| • | The annual total compensation of the CEO: $10,491,344; and |
CEO Pay Ratio
| • | The ratio of CEO total compensation to median employee total compensation: 70 to 1. |
CEO Pay Ratio
As permitted under SEC rules, we are using the same median employee for our 2024 CEO Pay Ratio calculation as was used for the 2023 pay ratio calculation since there has been no change in our employee population or employee compensation arrangements that we believe would result in a significant change to our pay ratio disclosure 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 2024 calendar year for all employees, excluding our CEO, employed as of October 31, 2024, (the “Determination Date”). On the Determination Date, our employee population consisted of approximately 1,940 individuals, of which approximately 460 employees were located in the United States and approximately 1,480 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 2024 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)(d)(e) | TBLA | S&P SmallCap 600 Communication Services | Net Income (loss) (in millions) | Adjusted EBITDA (in millions) $ | | 2024 | $10,491,344 | $7,641,511 | $4,959,920 | $1,930,312 | $35.27 | $80.08 | $(3.76) | $200.90 | | 2023 | $6,165,107 | $9,412,843 | $3,106,536 | $4,525,359 | $41.84 | $69.11 | ($82.04) | $98.68 | | 2022 | $802,411 | ($10,628,082) | $1,663,398 | $(4,709,425) | $29.76 | $62.86 | ($11.98) | $156.68 | | 2021 | $18,257,391 | $19,034,854 | $10,612,439 | $9,910,999 | $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 for each of the years presented: Stephen Walker, Eldad Maniv, Lior Golan and Kristy Sundjaja. |
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 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 2024 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 2024 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.