DEF 14A of Via Transportation, Inc.
Filed Apr 8, 2026 · FY20250001140361-26-013826
PROXY STATEMENT FOR 2026 ANNUAL MEETING OF STOCKHOLDERS
| | Page | | General Information | 1 | | Information Regarding the Board of Directors and Corporate Governance | 7 | | Director Compensation | 15 | | Proposal One: Election of Directors | 17 | | Proposal Two: Ratification of Independent Registered Public Accounting Firm | 18 | | Report of the Audit Committee of the Board of Directors | 19 | | Executive Officers | 20 | | Executive Compensation | 21 | | Security Ownership of Certain Beneficial Owners and Management | 28 | | Certain Relationships and Related Party Transactions | 30 | | Householding of Proxy Materials | 32 | | Other Matters | 33 |
Information Regarding the Board of Directors and Corporate Governance
Information Regarding the Board of Directors and Corporate Governance The following table sets forth the names of the Class I director nominees for election at the Annual Meeting and our other directors who will continue in office after the Annual Meeting, their ages, independence, and position or office held with us as of March 31, 2026:
Information Regarding the Board of Directors and Corporate Governance
| Name | Age | Independent | Title | | Class I director nominees(1) | | | | | Arnon Dinur(3) | 55 | ☑ | Director | | Nechemia Peres(4) | 67 | ☑ | Director | | Class II directors(1) | | | | | Guido de Boer(2)(3) | 54 | ☑ | Director | | William Nix(2)(4) | 41 | ☑ | Director | | Class III directors(1) | | | | | Daniel Ramot | 50 | | Chief Executive Officer and Chairman | | Charles H. Rivkin*(3)(4) | 63 | ☑ | Director | | Sarah E. Smith(2) | 67 | ☑ | Director |
Information Regarding the Board of Directors and Corporate Governance
| * Lead independent director. |
Information Regarding the Board of Directors and Corporate Governance
| (1) Class I director nominees are up for election at the Annual Meeting and will continue in office until the 2029 annual meeting of stockholders. Class II directors will continue in office until the 2027 annual meeting of stockholders. Class III directors will continue in office until the 2028 annual meeting of stockholders. |
Information Regarding the Board of Directors and Corporate Governance
| (2) Member of the audit committee. |
Information Regarding the Board of Directors and Corporate Governance
| (3) Member of the nominating and corporate governance committee |
Information Regarding the Board of Directors and Corporate Governance
| (4) Member of the compensation committee. |
Information Regarding the Board of Directors and Corporate Governance
Set forth below is biographical information for the Class I director nominees and each person whose term of office as a director will continue after the Annual Meeting. This includes information regarding each director’s experience, qualifications, attributes, or skills that led our board of directors to recommend them for board service.
Nominees for Election at the Annual Meeting
Nominees for Election at the Annual Meeting Arnon Dinur has served as a member of our board of directors since September 2013. Since June 2009, Mr. Dinur has also served as Partner at 83North, a venture capital firm. Previously, he spent seven years with SanDisk, the world leader in Flash memory cards, as Senior Vice President leading SanDisk’s mobile strategy. He joined SanDisk as part of the company’s $1.6 billion acquisition of M-Systems in 2006. While at M-Systems, he was Senior Vice President of Strategy and M&A. Prior to that, he was the Corporate Vice President and General Manager of the DiskOnKey division at M-Systems. He currently serves as a Partner of 83North and on the board of directors of a number of privately held companies. He also served on the board of directors of Marqeta, Inc. from September 2013 to July 2024. He holds a Master of Business Administration from the University of Texas at Austin as well as a Bachelor of Laws and a Bachelor of Arts in Accounting from Tel Aviv University. Mr. Dinur is qualified to serve on our board of directors because of his extensive experience as an executive at high-growth technology companies, his experience in venture capital, and his experience serving on the boards of directors of public companies in the technology industry. Nechemia Peres has served as a member of our board of directors since 2015. He is a Co-Founder and Managing Partner of Pitango Venture Capital. He began his career in the venture capital world as founder and Managing Partner of MOFET Israel Technology Fund and later co-founded and chaired the Israel Venture Association. Prior to his work in venture capital, he held managerial positions in the software industry at Decision Systems Israel and at the engineering department of Israel Aerospace Industries. He also served for ten years as a pilot in the Israeli Air Force. He currently serves on the boards of directors of Taboola.com Ltd. and numerous Pitango Venture Capital portfolio companies and served on the board of directors of Azrieli Group, Idomoo Ltd., Masterschool LTD, Duda, Inc., and Venn 2014 Ltd. He is also the chairman of the Peres Center for Peace and Innovation, a not-for-profit organization, and serves on the board of directors of other non-profit organizations. In 2020, he co-founded the COVID-19 relief Israeli Solidarity Fund together with MATAN, the Israeli branch of United Way. He holds a B.Sc. in Industrial Engineering and Management, and an M.B.A. from Tel Aviv University. Mr. Peres was selected to serve on our board of directors because of his extensive experience in the venture capital industry and his knowledge of high-growth technology companies, as well as his experience serving on the boards of public companies.
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Guido de Boer has served as a member of our board of directors since September 2025. Mr. de Boer has served as Chief Financial Officer of Exor N.V., a diversified holding company listed on the Amsterdam Stock Exchange, since November 2022. Prior to joining Exor, he spent 18 years at Heineken N.V., where he held various senior financial leadership roles across multiple geographies, culminating in his position as Global Head of Corporate Development, overseeing strategy and mergers & acquisitions. Mr. de Boer has served as a director of Juventus Football Club S.p.A. since November 2025. He began his professional career in investment banking in 1997, advising consumer and media companies on M&A and capital market transactions. Over the course of his career, he has had executive responsibility for a broad range of functions, including Strategy Accounting & Reporting, Tax & Treasury, M&A, Investor Relations, Legal, Procurement, and IT. He holds a Master’s degree in Economics from Erasmus University Rotterdam. Mr. de Boer is qualified to serve on our board of directors because of his experience as a seasoned financial executive with extensive international experience in listed companies. William Nix has served as a member of our board of directors since 2021. He currently serves as a Partner at Asymmetry Holdings, an investment holding company that invests in options in financial services, technology and public policy. Before Asymmetry, he was a Partner at Millstein & Co., a multiline financial advisory and investment firm that was acquired by Guggenheim in 2018. At Millstein, his responsibilities included general strategic matters of the firm and special situations investments, primarily in financial institutions. He previously served at the U.S. Department of the Treasury with management responsibility for investments made in large financial institutions. He started his career as an investment banker at Lazard Freres & Co. He holds an A.B. in Government from Dartmouth College. Mr. Nix is qualified to serve on our board of directors because of his extensive experience in the finance industry and his experience in the highest levels of government.
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders
Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Daniel Ramot is the Co-Founder, Chief Executive Officer and Chairman of Via. Prior to Via, Mr. Ramot built supercomputers designed to discover new pharmaceutical drugs at D. E. Shaw Research and developed avionic systems for F-15s and F-16s for the Israeli Air Force. Mr. Ramot has served as a non-executive director of Stellantis N.V. since April 2025. He holds a B.Sc. in Physics and Mathematics from The Hebrew University, an M.Sc. in Electrical Engineering from Tel Aviv University, and a PhD in neuroscience from Stanford University and is a graduate of the Israel Defense Forces’ elite Talpiot program. He has served as a member of our board of directors since inception. Mr. Ramot is qualified to serve on our board of directors because of the perspective and experience he brings as a co-founder and as our Chief Executive Officer. Charles H. Rivkin has served as a member of our board of directors since 2019. He currently serves as the Chairman and CEO of the Motion Picture Association (“MPA”) and leads the MPA’s global mission to advance and support the film, television, and streaming content industry. Prior to joining the MPA, he was the U.S. Assistant Secretary of State for Economic and Business Affairs from February 2014 to January 2017, where he was responsible for managing international trade negotiations, intellectual property rights protection, transportation, and global internet policy, among other major policy issues. He also served as the U.S. Ambassador to France from July 2009 to November 2013. He holds a B.A. from Yale University and an M.B.A. from Harvard Business School. Mr. Rivkin is qualified to serve on our board of directors because of his management experience as the leader of a major trade association and his extensive experience working in government affairs and diplomacy. Sarah E. Smith has served as a member of our board of directors since 2021. She has over 40 years of experience in the accounting and auditing profession, including 25 years with Goldman Sachs, where she was a member of the Management Committee and served as Chief Accounting Officer, Controller, and Chief Compliance Officer. She also served on several Goldman Sachs committees, including the Risk Committee, Investment Policy Committee, and Reputational Risk Committee. Earlier in her career, she worked as an auditor at KPMG for 8 years. She has served on the board of directors of Aon plc since 2023, currently serving on the finance committee, and Klarna Group plc since 2020, currently serving on the audit committee. She is a Fellow of the Institute of Chartered Accountants in England and Wales and holds a Diploma in Accounting from City of London. Ms. Smith is qualified to serve on our board of directors because of her extensive expertise with auditing, accounting, compliance, and finance and her past service as a member of the Board of Trustees of the Financial Accounting Foundation as well as her service on the U.S. Treasury Department’s Advisory Committee on the Auditing Industry.
Board of Directors
Board of Directors Our business and affairs are managed under the direction of our board of directors. Our amended and restated certificate of incorporation and our amended and restated bylaws provide that the number of members of our board of directors shall be established from time to time by our board of directors. Our board of directors is currently composed of seven members. Daniel Ramot serves as the chairman of our board of directors. Our amended and restated certificate of incorporation provides that our board of directors is divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our current directors are divided among the three classes as follows:
Board of Directors
| • | the Class I directors are Arnon Dinur and Nechemia Peres, and their terms will expire at the Annual Meeting; |
Board of Directors
| • | the Class II directors are Guido de Boer and William Nix, and their terms will expire at 2027 annual meeting of stockholders; and |
Board of Directors
| • | the Class III directors are Daniel Ramot, Charles H. Rivkin, and Sarah E. Smith, and their terms will expire at the 2028 annual meeting of stockholders. |
Board of Directors
At each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each director in the class will be elected to serve from the time of election and qualification until the third annual meeting following their election and until a successor is duly elected and qualified, in accordance with our amended and restated certificate of incorporation. 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 our directors. We have entered into a voting and support agreement with certain of our existing stockholders that provides certain rights to Exor N.V. (the “Voting and Support Agreement”). For additional information, see the section titled “Certain Relationships and Related Party Transactions—Voting and Support Agreement.” The classification of our board of directors may have the effect of delaying or preventing changes in control of our company.
Compensation Committee
| • | reviewing and approving the compensation of our directors, Chief Executive Officer and other executive officers; |
Director Compensation
Director Compensation
Director Compensation Table
Director Compensation Table The following table sets forth information regarding compensation earned by or paid to our directors for fiscal year 2025, other than Daniel Ramot, our Chief Executive Officer and Chairman, who is also a member of our board of directors but did not receive any additional compensation for service as a director. The compensation of Mr. Ramot as a named executive officer is set forth below under “Executive Compensation Summary Compensation Table.”
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(3) | Total ($)(4) | | Guido de Boer(1) | $15,217 | $249,964 | $265,181 | | Arnon Dinur | $12,935 | $249,964 | $262,899 | | William Nix | $15,978 | $249,964 | $265,942 | | Noam Ohana(2) | — | — | — | | Nechemia Peres | $13,696 | $249,964 | $263,660 | | Charles H. Rivkin | $22,826 | $249,964 | $272,790 | | Sarah E. Smith | $16,739 | $249,964 | $266,703 |
Director Compensation Table
| (1) Mr. de Boer joined our board of directors in September 2025. |
Director Compensation Table
| (2) Mr. Ohana resigned as a member of our board of directors in September 2025. |
Director Compensation Table
| (3) The amounts reported represent the aggregate grant-date fair value of RSU (as defined below) awards granted during fiscal year 2025 under the 2025 Plan (as defined below). The grant-date fair value of RSUs is based on the offering price of our initial public offering of our Class A common stock on September 11, 2025. These amounts do not reflect the actual value that may ultimately be realized by the director. |
Director Compensation Table
| (4) The following table sets forth information regarding RSUs granted to our non-employee directors during fiscal year 2025 and the aggregate number of shares of our common stock underlying outstanding RSUs held by each non-employee director as of December 31, 2025: |
Director Compensation Table
| Name | Number of Shares Underlying Stock Options Held as of December 31, 2025(1) | Number of Shares Underlying RSUs Granted During the Fiscal Year Ended December 31, 2025(2) | Number of Shares Underlying RSUs Held as of December 31, 2025(3) | | Guido de Boer | — | 5,434 | 5,434 | | Arnon Dinur | — | 5,434 | 5,434 | | William Nix | — | 5,434 | 5,434 | | Noam Ohana | — | — | — | | Nechemia Peres | — | 5,434 | 5,434 | | Charles H. Rivkin | 130,000 | 5,434 | 5,434 | | Sarah E. Smith | 65,000 | 5,434 | 5,434 |
Director Compensation Table
| (1) The amounts reported in this column represent stock options granted in prior years that remained outstanding as of December 31, 2025. |
Director Compensation Table
| (2) RSUs represents the right to receive shares of our Class A common stock upon vesting, subject to the terms and conditions of the applicable award agreement under the 2025 Plan. |
Director Compensation Table
| (3) The amounts reported in this column represent the aggregate number of shares underlying unvested RSU awards outstanding as of December 31, 2025. |
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program We have adopted a non-employee director compensation program in connection with the completion of our initial public offering, pursuant to which our non-employee directors are generally eligible to receive annual cash retainers and equity awards for service on our board of directors and committees thereof (the “Director Compensation Program”).
Equity Compensation
Equity Compensation Each non-employee director will be eligible to receive a restricted stock unit award (“RSU”) with a grant date fair value of $200,000 as soon as practicable following commencement of service and thereafter following full vesting of their prior RSU grant. Each such award will vest in four equal quarterly installments, subject to the non-employee director’s continuous service on our board of directors through the applicable vesting date. Pursuant to the Director Compensation Program, an award of RSUs was granted to each individual who is a non-employee member of our board of directors in connection with our initial public offering. Each of such awards has a grant date fair value of $250,000 and vests over a period of 15 months following the grant date, with 80% of the award vesting on the one-year anniversary of the grant date and the remaining portion vesting on the 15-month anniversary of the grant date, in each case subject to such director’s continuous service on our board of directors through the applicable vesting date.
Election of Directors
Election of Directors Our board of directors currently consists of seven members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal. Our directors are divided into three classes as follows:
Election of Directors
| • | the Class I directors are Arnon Dinur and Nechemia Peres, and their terms will expire at the Annual Meeting; |
Election of Directors
| • | the Class II directors are Guido de Boer and William Nix, and their terms will expire at 2027 annual meeting of stockholders; and |
Election of Directors
| • | the Class III directors are Daniel Ramot, Charles H. Rivkin, and Sarah E. Smith, and their terms will expire at the 2028 annual meeting of stockholders. |
Election 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. Vacancies on our board of directors resulting from the death, resignation, retirement, disqualification or removal of a director, or from an increase in the number of directors constituting the entire board of directors or otherwise, may be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected by the board of directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. 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 Via. Each of Arnon Dinur and Nechemia Peres is currently a member of our board of directors, and, at the recommendation of our nominating and corporate governance committee, has been nominated for reelection to serve as a Class I director. Each of these nominees has agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that any nominee will be unable to serve. If elected at the Annual Meeting, each of these nominees would serve until the annual meeting of stockholders to be held in 2029 and until his or her successor has been duly elected and qualified, or until the director’s earlier death, resignation, retirement, disqualification or removal. Directors are elected by a plurality of the votes cast by the shares entitled to vote at the Annual Meeting. Accordingly, the two nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by our board of directors. Broker non-votes will have no effect on the outcome of this proposal.
Executive Compensation
| • | attract, incentivize, and retain employees at the executive level who contribute to our long-term success; |
Executive Compensation
| • | effectively align our executives’ interests with those of our stockholders by focusing on long-term equity incentives that correlate with the creation of long-term value for our stockholders. |
Executive Compensation
During fiscal year 2025 the Company retained Compensia as an independent executive compensation consultant. Compensia worked with our compensation committee and management to provide benchmarking, market information, and peer group analysis to support our compensation committee’s review and evaluation of executive compensation and non-employee director compensation. Compensia assisted our compensation committee in developing and refining our executive compensation program, including developing an appropriate group of peer companies, and evaluating the overall compensation of our executive officers and non-employee directors. Compensia also advised our compensation committee on assessing each element of executive officer and non-employee director compensation, with a goal of ensuring that the compensation we offer to our executive officers and non-employee directors is competitive, fair, and appropriately structured. Compensia does not provide any non-compensation-related services to us. Our named executive officers (“NEOs”), consisting of our principal executive officer and the next two most highly compensated executive officers, for the fiscal year ended December 31, 2025 were:
Summary Compensation Table
Summary Compensation Table The following table presents the compensation awarded to or earned by or paid to our NEOs for the fiscal years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Fiscal Year Ended December 31, | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(5) | All Other Compensation ($)(6) | Total ($) | | Daniel Ramot Chief Executive Officer and Chairman | 2025 | $475,000 | $200,000 | $58,168,841(3) | — | $7,000 | $58,850,841 | | | 2024 | $475,000 | — | — | $9,009,000 | $6,900 | $9,490,900 | | Clara Fain Chief Financial Officer | 2025 | $450,000 | $100,000 | $17,795,849(4) | — | $7,000 | $18,352,849 | | | 2024 | $450,000 | — | — | $3,003,000 | $6,900 | $3,459,900 | | Erin Abrams Chief Legal Officer | 2025 | $400,000 | $75,000 | $3,999,976 | — | $7,000 | $4,481,976 | | | 2024 | $400,000 | — | — | $900,900 | $6,900 | $1,307,800 |
Summary Compensation Table
| (1) The amounts reported in this column represent discretionary cash bonuses earned for fiscal year 2025 performance that were paid in 2026. |
Summary Compensation Table
| (2) The amounts reported in this column represent the aggregate grant-date fair value of restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted during fiscal year 2025, calculated in accordance with FASB ASC Topic 718. The grant-date fair value of RSUs, which are subject to service-based vesting conditions, is measured based on the fair value of the underlying shares on the grant date. The grant-date fair value of PSUs, which are subject to service and market-based vesting conditions, is determined using a Monte Carlo valuation model. The assumptions used in calculating these amounts are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not necessarily reflect the actual economic value that may ultimately be realized by the NEOs. |
Summary Compensation Table
| (3) The aggregate grant-date fair value of the RSUs is $16,656,968. The aggregate grant-date fair value of the PSUs is $41,511,873. The maximum aggregate grant-date fair value of the PSUs is $94,389,470, assuming achievement at the highest level of performance. As of December 31, 2025, the value of the PSUs was $0, as none of the applicable performance conditions had been achieved as of such date. |
Summary Compensation Table
| (4) The aggregate grant-date fair value of the RSUs is $8,999,992. The aggregate grant-date fair value of the PSUs is $8,795,857. The maximum aggregate grant-date fair value of the PSUs is $19,999,972, assuming achievement at the highest level of performance. As of December 31, 2025, the value of the PSUs was $0, as none of the applicable performance conditions had been achieved as of such date. |
Summary Compensation Table
| (5) The amounts reported in this column reflect the aggregate grant date fair value of option awards granted during fiscal year 2024 as calculated in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant-date fair value of the equity awards reported in this column are set forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The NEOs will only realize compensation to the extent the trading price of our Class A common stock is greater than the exercise price of the shares underlying such stock options. No stock options were granted to NEOs during fiscal year 2025. |
Summary Compensation Table
| (6) The amounts reported in this column represent our matching contribution under our 401(k) plan for each NEO for the 2025 plan year. |
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table sets forth certain information about outstanding equity awards granted to our NEOs that remain outstanding as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | Option Awards(1) | | | | | Stock Awards | | | | | Name | Grant Date | Options Exercisable (#)(2) | Options Unexercisable (#)(3) | Exercise Price | Expiration Date(4) | RSUs Unvested (#) | RSU Mkt. Value(15) | PSUs Unvested (#)(14) | PSU Mkt. Value(15) | | Daniel Ramot | 9/11/2025(13) | — | — | — | — | 362,108 | $10,504,753 | 2,051,945 | $59,526,924 | | | 2/19/2024(5)(7) | 645,833 | 104,167(8) | $15.71 | 2/18/2034 | — | — | — | — | | | 9/10/2020(5)(7) | 250,000 | — | $7.483 | 9/9/2030 | — | — | — | — | | | 6/19/2019(6)(7) | 100,000 | — | $8.099 | 6/18/2029 | — | — | — | — | | Clara Fain | 9/11/2025(13) | — | — | — | — | 195,652 | $5,675,865 | 434,782 | $12,613,026 | | | 2/19/2024(6)(7) | 119,791 | 130,209(9) | $15.71 | 2/18/2034 | — | — | — | — | | | 7/1/2022(6)(7) | 170,833 | 29,167(10) | $13.15 | 6/30/2032 | — | — | — | — | | | 9/10/2020(6)(7) | 325,000 | — | $7.483 | 9/9/2030 | — | — | — | — | | | 6/19/2019(6)(7) | 90,000 | — | $8.099 | 6/18/2029 | — | — | — | — | | | 6/27/2018(6)(7) | 44,860 | — | $6.57 | 6/26/2028 | — | — | — | — | | Erin Abrams | 9/11/2025(13) | — | — | — | — | 86,956 | $2,522,594 | — | — | | | 2/19/2024(6)(7) | 35,937 | 39,063(11) | $15.71 | 2/18/2034 | — | — | — | — | | | 7/1/2022(6)(7) | 64,062 | 10,938(12) | $13.15 | 6/30/2032 | — | — | — | — | | | 9/10/2020(6)(7) | 60,000 | — | $7.483 | 9/9/2030 | — | — | — | — |
Outstanding Equity Awards as of December 31, 2025
| (1) All of the outstanding stock options were granted under the Via Transportation, Inc. 2012 Equity Incentive Plan and the Via Transportation, Inc. 2018 Equity Incentive Plan and represent options to purchase shares of our Class A common stock. The option awards vest over time subject to the continued service of the NEOs in accordance with the terms of the applicable award agreement. |
Outstanding Equity Awards as of December 31, 2025
| (2) The amounts reported in this column represent stock options that were vested and exercisable as of December 31, 2025. |
Outstanding Equity Awards as of December 31, 2025
| (3) The amounts reported in this column represent stock options that were unvested and not exercisable as of December 31, 2025. |
Outstanding Equity Awards as of December 31, 2025
| (4) The stock options expire ten years from the original grant date, unless earlier terminated in accordance with the terms of the applicable equity plan. |
Outstanding Equity Awards as of December 31, 2025
| (5) Vests as to 1/36 of the shares on each monthly anniversary of the vesting commencement date, subject to continued service through the applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (6) Vests 25% on the one-year anniversary of the vesting commencement date, with the remaining 75% vesting in equal monthly installments over the next 36 months, in each case subject to continued service through the applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (7) 100% of the shares subject to the option will vest immediately if, within twelve (12) months after or within three (3) months prior to the consummation of a change in control, we terminate the optionee’s employment with the Company for any reason other than “cause” (as defined in the applicable stock option agreement). |
Outstanding Equity Awards as of December 31, 2025
| (8) This option was granted on February 19, 2024, with an exercise price of $15.71 per share and a vesting commencement date of May 1, 2023. The award vests in equal monthly installments over 36 months, with 1/36th of the shares vesting on each monthly anniversary of the vesting commencement date, subject to Mr. Ramot’s continued service through each applicable vesting date. The option becomes fully vested on May 1, 2026. No one-year cliff applies to this award. |
Outstanding Equity Awards as of December 31, 2025
| (9) This option was granted on February 19, 2024, with an exercise price of $15.71 per share and a vesting commencement date of January 1, 2024. The award vests 25% on January 1, 2025, with the remaining 75% vesting in equal monthly installments over the subsequent 36 months, in each case subject to Ms. Fain’s continued service through each applicable vesting date. The option becomes fully vested on January 1, 2028. |
Outstanding Equity Awards as of December 31, 2025
| (10) This option was granted on July 1, 2022, with an exercise price of $13.15 per share and a vesting commencement date of July 1, 2022. The award vests 25% on July 1, 2023, with the remaining 75% vesting in equal monthly installments over the subsequent 36 months, in each case subject to Ms. Fain’s continued service through each applicable vesting date. The option becomes fully vested on July 1, 2026. |
Outstanding Equity Awards as of December 31, 2025
| (11) This option was granted on February 19, 2024, with an exercise price of $15.71 per share and a vesting commencement date of January 1, 2024. The award vests 25% on January 1, 2025, with the remaining 75% vesting in equal monthly installments over the subsequent 36 months, in each case subject to Ms. Abrams’ continued service through each applicable vesting date. The option becomes fully vested on January 1, 2028. |
Outstanding Equity Awards as of December 31, 2025
| (12) This option was granted on July 1, 2022, with an exercise price of $13.15 per share and a vesting commencement date of July 1, 2022. The award vests 25% on July 1, 2023, with the remaining 75% vesting in equal monthly installments over the subsequent 36 months, in each case subject to Ms. Abrams’ continued service through each applicable vesting date. The option becomes fully vested on July 1, 2026. |
Outstanding Equity Awards as of December 31, 2025
| (13) The RSU awards vest over a three-year period, with one-third of the award vesting on the first anniversary of the vesting commencement date of September 12, 2025 and the remaining two-thirds vesting in equal quarterly installments thereafter, in each case subject to the recipient’s continued service through each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2025
| (14) The PSU awards are subject to continued service and market-based price hurdles, as described under “CEO Stock Price Award” and the “CFO Stock Price Award” above. |
Outstanding Equity Awards as of December 31, 2025
| (15) Market value is calculated based on the closing price of the Company’s Class A common stock on December 31, 2025. Actual shares earned, if any, will be determined after the end of the applicable performance period based on achievement of the performance goals and subject to continued service through the applicable vesting date. If performance is below the threshold level, no shares will be earned. As of December 31, 2025, the value of the PSUs was $0, as none of the applicable performance thresholds had been achieved as of such date. |
Stock Option Grants to Directors and Executive Officers
Stock Option Grants to Directors and Executive Officers We have granted stock options to certain of our directors and executive officers. For more information regarding the stock options granted to our directors and NEOs, see the sections titled “Executive Compensation” and “Director Compensation.”