DEF 14A of Kaltura Inc
Filed Apr 30, 2025 · FY20240001140361-25-016697
Proposal 1: Election of Directors
Proposal 1: Election of Directors At the Annual Meeting, two (2) Class I Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2028 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 I Directors are Ron Yekutiel and Eyal Manor, who have served on our Board since 2006 and 2023, respectively. The Board has nominated Ron Yekutiel and Eyal Manor for election as Class I 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 I 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 and, if elected at the Annual Meeting, whose subsequent term will expire at the 2028 Annual Meeting of Stockholders; Class II, whose term will expire at the 2026 Annual Meeting of Stockholders; and Class III, whose 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 I Directors of the persons whose names and biographies appear below. In the event that either of Ron Yekutiel or Eyal Manor 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 Ron Yekutiel or Eyal Manor will be unable to serve if elected. Each of Ron Yekutiel and Eyal Manor has consented to being named in this proxy statement and to serve if elected.
Recommendation of the Board of Directors
Recommendation of the Board of Directors
Recommendation of the Board of Directors
| | The Board of Directors unanimously recommends a vote FOR the election of each of the below Class I Director nominees. |
Nominees for Class I Directors (terms to expire at the 2028 Annual Meeting)
Nominees for Class I Directors (terms to expire at the 2028 Annual Meeting) The current members of the Board of Directors who are also nominees for election to the Board of Directors as Class I Directors are as follows:
Nominees for Class I Directors (terms to expire at the 2028 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Kaltura | | Ron Yekutiel | 52 | 2006 | Chairman, Chief Executive Officer, President and Director | | Eyal Manor | 51 | 2023 | Director |
Nominees for Class I Directors (terms to expire at the 2028 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class I Director nominee for election at the 2025 Annual Meeting are as follows:
Ron Yekutiel
Ron Yekutiel 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 has been named one of “100 most intriguing entrepreneurs” by Goldman Sachs, and one of the “top 25 visionaries, innovators, and producers” by the Producers Guild of America. He was also featured as one of eight “top web innovators” in Esquire magazine. Mr. Yekutiel has served an advisor to numerous startup companies, including as a mentor in the Microsoft and Oracle accelerator programs. 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, Inc. (NYSE: TWLO) 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 (Nasdaq: GOOG), Mr. Manor was VP of Engineering at YouTube and spearheaded the development of advertising products. Before joining Google, Mr. Manor founded a 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 in building successful SaaS products and innovative platform technologies. Continuing members of the Board of Directors:
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 | 54 | 2021 | Lead Independent Director | | Richard Levandov | 70 | 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 also served as a director of Monday.com (Nasdaq: MNDY) since 2021 and a director of Cato Networks since February 2023. Mr. Faier served as the Interim CEO of SolarEdge Technologies, Inc. (Nasdaq: SEDG), an energy management company, from August 2024 through December 2024 and as their Chief Financial Officer from January 2011 through June 2024. Prior to his role at SolarEdge, Mr. Faier served in various executive positions at publicly traded technology companies such as SanDisk Corporation (Nasdaq: SNDK), a semiconductor manufacturing company, Msystems Ltd., a semiconductor memory devices manufacturing company, and VocalTec Communications, Inc. (Nasdaq: CALL), 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 holds a CPA (Israel) license. 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.
Class III Directors (terms to expire at the 2027 Annual Meeting)
Class III Directors (terms to expire at the 2027 Annual Meeting)
Class III Directors (terms to expire at the 2027 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Kaltura | | Shay David | 52 | 2006 | Director | | Naama Halevi Davidov | 54 | 2021 | Director |
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 I Director are as follows:
Dr. Shay David
Dr. Shay David Dr. 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. He 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.
Dr. Naama Halevi Davidov
Dr. Naama Halevi Davidov Dr. Naama Halevi Davidov has served on our board of directors since July 2021. Dr. Halevi Davidov has served as a member of the board of directors of Kornit Digital Ltd. (Nasdaq: KRNT) since August 2023. Dr. Halevi Davidov is currently the Chief Financial Officer of Sola Security, a cybersecurity company. Additionally, Dr. Halevi Davidov served from May 2022 through August 2024 as the Chief Financial Officer of XM Cyber Ltd., a global cybersecurity company. Prior to this role, Dr. Halevi Davidov served as a consultant to several technology companies including Simply Ltd. (formerly named JoyTunes), Gloat Ltd. and Healthy.IO. 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.
Compensation Committee
| • | reviewing and making recommendations to our Board of Directors regarding director compensation; |
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, 2023 and December 31, 2024.
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, President, Chief Executive Officer and Director | 2024 | 463,651 | — | 4,638,720 | — | 47,000 | 82,684 | 5,232,055 | | | 2023 | 434,496 | — | 3,961,866 | — | — | 74,902 | 4,471,264 | | John Doherty(6) Chief Financial Officer | 2024 | 430,833 | — | 2,088,330 | — | 34,500 | — | 2,553,663 | | | 2023 | — | — | — | — | — | — | — | | Eynav Azaria(6) Chief Product and Engineering Officer | 2024 | 298,853 | — | 1,419,400 | — | 24,700 | 84,130 | 1,827,083 | | | 2023 | — | — | — | — | — | — | — | | Natan Israeli(6) Chief Customer Officer | 2024 | 298,447 | — | 1,419,400 | — | 24,700 | 83,156 | 1,825,703 | | | 2023 | — | — | — | — | — | — | — |
Summary Compensation Table
| (1) For 2024, 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 2024). 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). |
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 granted during 2024 and 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 made to executive officers in 2024 in Note 15 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025. |
Summary Compensation Table
These amounts include the restricted stock units granted as “MBO RSUs” under the Company’s annual performance bonus program, as described in “2024 Bonuses” below as well as the restricted stock units granted as long-term incentive awards in 2024. The Compensation Committee determined to settle 100% of the 2024 MBO RSUs in cash, resulting in cash payouts to Messrs. Yekutiel, Azaria, Israeli and Doherty of $606,360, $319,920, $319,920 and $444,540, respectively.
Summary Compensation Table
| (4) Amounts reflect the cash amounts earned by the executives under their respective employment agreements (and consulting agreements for Mr. Yekutiel) pursuant to the “stretch bonus” portion of the Company’s annual performance bonus program for the 2024 fiscal year. The remainder of the annual performance bonus program for 2024 was granted in the form of restricted stock unit awards that were settled in cash and are included in the Stock Awards column. For additional information on these payments, see “2024 Bonuses” below. |
Summary Compensation Table
| (5) For 2024, amounts reflect: for Mr. Yekutiel, (i) a Company-paid car allowance and related expenses of $24,298, (ii) a $13,392 contribution by the Company for an Israeli education fund, (iii) a contribution of $2,251 for an Israeli disability fund, (iv) a meal allowance of $2,924, (v) a contribution of $26,480 to Israeli pension and Severance funds, (vi) a contribution of $905 by the Company as recuperation pay, and (vii) a contribution of $11,115 by the Company to the Israeli National Insurance; for Mr. Israeli, (i) a contribution by the Company for an Israeli education fund of $22,384, (ii) a contribution of $3,059 for an Israeli disability fund, (iii) a meal allowance of $2,924 , (iv) a contribution of $41,201 to an Israeli pension and Severance funds, (v) a contribution of $783 by the Company as recuperation pay, and (vi) a contribution of $11,115 by the Company to the Israeli National Insurance; for Mr. Azaria, (i) a contribution of $22,414 by the Company |
Summary Compensation Table
for an Israeli education fund, (ii) a contribution of $4,822 to an Israeli disability fund, (iii) a meal allowance of 2,924, (iv) a contribution of $41,065 to an Israeli pension and Severance funds, (v) a contribution of $774 by the Company as recuperation pay, and (vi) a contribution of $11,115 by the Company to the Israeli National Insurance; and for Mr. Doherty, a contribution of $973 for health insurance. In addition, Mr. Yekutiel, Mr. Israeli and Mr. Azaria received a tax gross-up of $1,320, $1,691 and $1,017, respectively, associated with holidays gifts granted to all the Company’s employees.
Summary Compensation Table
| (6) Appointed as executive officers during 2024. For additional information, see “Executive Officers” above. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table represents information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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 | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Ron Yekutiel | 8/14/18(1) | 459,000 | — | — | 1.58 | 8/14/28 | — | — | | | | | 8/14/18(1) | 760,500 | — | — | 1.58 | 8/14/28 | — | — | | | | | 12/24/20(2) | 3,150,000 | — | — | 4.99 | 12/23/30 | — | — | | | | | 12/08/21(3) | 411,168 | — | — | 4.38 | 12/08/31 | — | — | | | | | 3/16/22(4) | — | — | — | — | — | 34,592 | 76,102 | | | | | 2/5/23(5) | — | — | — | — | — | 202,780 | 446,116 | | | | | 2/14/2024(6) | — | — | — | — | — | 326,000 | 717,200 | 326,000 | 717,200 | | | 2/14/2024(7) | — | — | — | — | — | 1,830,668 | 4,027,470 | | | | John Doherty | 2/14/24(6) | — | — | — | — | — | 239,000 | 525,800 | 239,000 | 528,800 | | | 2/14/24(8) | — | — | — | — | — | 1,144,000 | 2,516,800 | | | | Natan Israeli | 12/24/20(2) | 225,000 | — | — | 4.99 | 12/23/30 | — | — | | | | | 12/8/21(3) | 57,778 | — | — | 4.38 | 12/8/31 | — | — | | | | | 3/16/22(4) | — | — | — | — | — | 9,730 | 21,406 | | | | | 2/5/23(5) | — | — | — | — | — | 189,968 | 417,930 | | | | | 2/14/24(6) | — | — | — | — | — | 172,000 | 378,400 | 172,000 | 378,400 | | | 2/14/24(7) | — | — | — | — | — | 512,000 | 1,126,400 | | | | Eynav Azaria | 12/24/20(2) | 540,000 | — | — | 4.99 | 12/23/30 | — | — | | | | | 12/8/21(3) | 86,292 | — | — | 4.38 | 12/8/31 | — | — | | | | | 3/16/22(4) | — | — | — | — | — | 14,520 | 31,944 | | | | | 2/5/23(5) | — | — | — | — | — | 226,974 | 499,343 | | | | | 2/14/24(6) | — | — | — | — | — | 172,000 | 378,400 | $172,000.00 | $378,400.00 | | | 2/14/24(7) | — | — | — | — | — | 512,000 | 1,126,400 | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) 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
| (2) 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
| (3) 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
| (4) These restricted stock units 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
| (5) 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. |
Outstanding Equity Awards at Fiscal Year-End
| (6) These restricted stock units are eligible to be earned and vest on the date the Compensation Committee certifies performance achievement of certain performance conditions with respect to fiscal 2024, subject to continued employment through such date. These awards vested on March 18, 2025 and were settled 100% in cash as determined by the Compensation Committee. |
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, 2024, subject to continued employment through the vesting date |
Outstanding Equity Awards at Fiscal Year-End
| (8) One-third of these restricted stock units vest on February 1, 2025 and the remaining two-thirds vest in quarterly installments over the two-year period thereafter, subject to continued employment through each vesting date. |
Director Compensation
Director Compensation In connection with the initial public offering, we implemented a non-employee director compensation policy, as subsequently amended, pursuant to which, commencing January 1st, 2024, each non-employee director receives an annual retainer of $35,000. 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 $14,000, and other members of our compensation committee receives an additional annual fee of $7,000; 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 $180,000 (with prorated awards made to directors who join on a date other than an annual meeting following the first annual meeting after the closing of our initial public offering), which generally vest in full on the day immediately prior to the date of our annual shareholder meeting immediately following the date of grant, subject to the non-employee director continuing in service through such meeting date. The equity awards granted pursuant to this policy accelerate and vest in full upon a change in control (as defined in the 2021 Plan). The table below sets forth the compensation earned by each of our non-employee directors with respect to the fiscal year ended December 31, 2024.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | 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 | $30,000 | $180,000 | $210,000 |
Director Compensation
| (1) Amounts reflect the full grant-date fair value of stock awards granted during 2024 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, 2024.
Director Compensation
| Name | Options Outstanding at Fiscal Year End | Unvested Restricted Shares Outstanding at Fiscal Year End | | Shay David | 267,750 | 157,310 | | Ronen Faier | — | 157,310 | | Naama Halevi Davidov | 157,500 | 157,310 | | Richard Levandov | — | 157,310 | | Eyal Manor | — | 157,310 |