DEF 14A of Taboola.com Ltd.
Filed Apr 30, 2026 · FY20250001140361-26-018296
Taboola i 2026 Proxy Statement
| Severance and Potential Payments Upon Change in Control | 32 | | CEO Pay Ratio | 33 | | Pay versus Performance | 34 | | Security Ownership of Certain Beneficial Owners and Management | 38 | | Delinquent Section 16(a) Reports | 39 | | Proposal 2: Approval of Advisory Proposal on Executive Compensation | 40 | | Proposal 3: Approval of the Compensation Policy for the Company’s Executive Officers and Directors | 41 | | Proposal 4: Approval of the Compensation Terms for our Chief Executive Officer (and Director) | 43 | | Audit Committee Matters | 45 | | Audit Committee Pre-Approval Policies and Procedures | 45 | | Audit and Non-Audit Fees | 45 | | Report of the Audit Committee | 46 | | Proposal 5: Re-Appointment of Independent Auditors | 47 | | General Information About the Annual Meeting | 48 | | Questions and Answers About Voting | 48 | | Exhibit A | 52 | | Exhibit B | 63 |
Board of Directors
Board of Directors The table below presents information on the Class II nominees for director of the Company and each of the continuing directors who are not being voted on at the Annual Meeting. Mr. Peres and Mr. Shany are current directors of the Company and the Company believes they possess the qualifications to serve as a member of our Board. The information set forth below is as of March 31, 2026.
Board of Directors
| NAME AND PRINCIPAL OCCUPATION | CLASS | AGE | CURRENT COMMITTEE MEMBERSHIP | DIRECTOR SINCE | CURRENT TERM EXPIRES | NOMINATED FOR TERM EXPIRING | | CLASS II DIRECTOR NOMINEES | | | | | | | | Nechemia J. Peres Managing General Partner and Co-Founder, Pitango Venture | II | 67 | Compensation; Nominating and Governance | 2013 | 2026 | 2029 | | Gilad Shany Managing Partner, ION Crossover Partners Ltd. | II | 49 | Audit; Nominating and Governance | 2021 | 2026 | 2029 | | CONTINUING DIRECTORS | | | | | | | | Erez Shachar Co-founder and Managing Partner, Qumra Capital Management Ltd | I | 67 | Compensation; Nominating and Governance | 2013 | 2028 | | | Zvi Limon General Partner and Co-Founder, Magma Venture Partners | III | 67 | Audit; Compensation | 2007 | 2027 | | | Monica Mijaleski Chief Financial Officer, Yahoo! | III | 50 | None | 2023 | 2027 | | | Adam Singolda Founder and CEO, Taboola.com Ltd. | III | 44 | 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 | | | 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 at 150% of target | | | 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 2025 EXECUTIVE COMPENSATION PROGRAM Our executive compensation program is designed to recruit, motivate and retain highly qualified executive officers, reward strong Company performance and align the long-term interests of our executive officers with those of our shareholders. We do this by offering competitive compensation that is reflective of market practices and comprised of elements that promote strong short- and long-term performance. The table below offers a snapshot of the key components of our executive compensation program and the rationale underlying each element.
Board of Directors
| COMPONENT | FORM | PURPOSE | | Base Salary | Cash | Fixed cash compensation that provides a base level of cash compensation for performing day-to-day job responsibilities, based on level of responsibility | | Short-Term Incentive | Cash | Variable annual performance-based award opportunity based on achievement with respect to Company defined goals and metrics | | Long-Term Incentive | Time-based Restricted Share Units | Multiyear time-based award that aligns the interest of our Named Executive Officers, or NEOs, with shareholders and promotes retention by vesting over a four-year period subject to employment with the Company through each vesting date |
Board of Directors
ENVIRONMENTAL, SOCIAL AND GOVERNANCE Taboola believes social responsibility, good governance, minding its environmental footprint and evolving its culture to powerfully support its strategies is critical to our long-term success. We firmly believe in the principles of sound governance and helping our clients succeed. We are dedicated to maintaining a global and inclusive workplace, 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 Two Class II Directors. The nominees for director are 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 II director to serve until the 2029 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: To approve the Compensation Policy for the Company’s executive officers and directors. The approval of the Compensation Policy in this Proxy Statement is subject to the fulfillment of one of the following additional voting requirements: (i) the majority of the Ordinary shares that are voted at the Annual Meeting in favor of Proposal 3, excluding abstentions, includes a majority of the votes of shareholders who are not controlling shareholders or do not have a personal interest for approval of Proposal 3 (each, an “Interested Shareholder”); or (ii) the total number of Ordinary shares of the shareholders mentioned in clause (i) above that are voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company. Note Regarding Proposal 3: For the purpose of Proposal 3, a “controlling shareholder” is any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or office holder of the Company). A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any one of the “means of control” of a company. “Means of control” is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer. A “personal interest” of a shareholder in an action or transaction of a company includes a personal interest of any of the shareholder’s relatives (i.e. spouse, brother or sister, parent, grandparent, child as well as child, brother, sister or parent of such shareholder’s spouse or the spouse of any of the above) or an interest of a company with respect to which the shareholder or the shareholder’s relative (as defined above) holds 5% or more of such company’s issued shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or in which any such person serves as director or the chief executive officer, including the personal interest of a person voting pursuant to a proxy which the proxy grantor has a personal interest, whether or not the person voting pursuant to such proxy has discretion with regards to the vote; and excludes an interest arising solely from the ownership of ordinary shares of a company. Proposal 4: To approve the compensation terms for our Chief Executive Officer (and Director). The approval of the 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 5: 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, 3 and 4. If you have not instructed the broker how to vote, your shares will not be voted with respect to Proposals 1, 2, 3 and 4, however, your broker does have the discretionary authority to vote your shares on Proposal 5.
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 Nominating and Governance Committee evaluates candidates recommended by shareholders using the same criteria it applies to evaluate other candidates. Shareholders who wish to recommend a director candidate should submit the candidate’s name and background information in writing to our Corporate Secretary at 16 Madison Square West, 7th Floor, New York, NY 10010. 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 in June 2021, with the objective of assembling a high-performing Board that could best guide the Company in achieving its strategic and operational goals and promote long-term shareholder value. As required by the Companies law, the Compensation Policy is being submitted for shareholder approval again at this Annual Meeting. The Compensation Policy is periodically reviewed under the combined leadership of the Compensation Committee and the 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 2025, each of the non-employee directors received the following cash compensation 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 $190,000, which will vest over a period of one year.
2025 Director Compensation
2025 Director Compensation The following table summarizes compensation paid to our non-employee directors during the year ended December 31, 2025. Directors who are also our employees receive no additional compensation for their service as a director. During the year ended December 31, 2025, Mr. Singolda, Taboola’s Founder and CEO, was an employee. Mr. Singolda’s compensation is discussed in the “Executive Compensation” section beginning on page 20.
2025 Director Compensation
| NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS ($)(1) | TOTAL ($) | | Deirdre Bigley(2) | 23,750 | — | 23,750 | | Lynda Clarizio(2) | 21,375 | — | 21,375 | | Zvi Limon | 150,375 | 190,000 | 340,375 | | Monica Mijaleski | 38,750 | 190,000 | 228,750 | | Nechemia J. Peres | 52,125 | 190,000 | 242,125 | | Rick Scanlon | 58,750 | 190,000 | 248,750 | | Erez Shachar | 57,500 | 190,000 | 247,500 | | Gilad Shany(3) | 52,500 | 190,000 | 242,500 |
2025 Director Compensation
| (1) As of December 31, 2025, each non-employee director, other than Mses. Bigley and Clarizio, had 58,068 unvested RSUs which will vest 100% on May 1, 2026, subject to their continuous Board service through the vesting date. |
2025 Director Compensation
| (2) Mses. Bigley and Clarizio ceased serving on the Board effective as of the Company’s 2025 Annual Meeting of Shareholders held on June 4, 2025. |
2025 Director Compensation
| (3) As of December 31, 2025, Mr. Shany had 59,172 vested RSUs. The RSUs will not convert to Ordinary shares until the satisfaction of an additional time-based settlement condition to occur in August 2026. The settlement is not conditioned on Mr. Shany’s continuous service through the settlement date. |
Re-election of Class II Directors
Re-election of Class II Directors Our Board currently has seven directors and is divided into three classes with staggered three-year terms as follows:
Re-election of Class II Directors
| • | the Class I director is Erez Shachar and his term will expire at the annual meeting of shareholders to be held in 2028. |
Re-election of Class II Directors
| • | the Class II directors are Nechemia J. Peres, Richard Scanlon and Gilad Shany, and their terms will expire at the Annual Meeting. |
Re-election of Class II Directors
| • | the Class III directors are Zvi Limon, Monica Mijaleski and Adam Singolda, and their terms will expire at the annual meeting of shareholders to be held in 2027. |
Re-election of Class II Directors
At each annual general meeting of shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class will be for a term of office that expires on the date of the third annual general meeting following such election or re-election.
Board Restructuring
Board Restructuring After consultation with the Board chair, with respect to the three Class II directors eligible for re-election at this Meeting, the Nominating and Governance Committee nominated Nechemia J. Peres and Gilad Shany for re-election. Mr. Richard Scanlon will remain a director through the Annual Meeting. The Company recognizes and thanks him for his dedicated service and significant contributions.
Director Nominee
Director Nominee At the Annual Meeting, shareholders will be asked to re-elect Nechemia J. Peres and Gilad Shany. If re-elected at the Annual Meeting, Nechemia J. Peres and Gilad Shany will serve until the 2029 annual general meeting of shareholders, and until their successor has been duly elected and qualified, or until their office is vacated in accordance with our Articles of Association or the Companies Law. In accordance with the Companies Law, Nechemia J. Peres and Gilad Shany have certified to us that they meet all the requirements of the Companies Law for election as a director of a public company, and possess the necessary qualifications and have sufficient time to fulfill their duties as a director of the Company, taking into account the size and special needs of the Company. During 2025, each Class II director up for election attended 75% or more of total meetings of the Board and committees on which he served during 2025. The Nominating and Governance Committee of our Board recommended that each of Mr. Peres and Mr. Shany be re-elected at the Annual Meeting as a Class II director for a term to expire at the 2029 annual 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 II nominees for director. |
Director Nominee
CLASS I DIRECTOR (TERM EXPIRES 2028)
Director Nominee
| Erez Shachar Independent | Co-founder and Managing Partner, Qumra Capital Management Ltd | Age: 62 | 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 II DIRECTOR (TERM EXPIRES 2026)
Director Nominee
| Richard Scanlon Independent | Founding Partner, Marker LLC | Age: 56 | 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
CLASS II DIRECTOR NOMINEES (NOMINATED FOR TERM EXPIRING 2029)
Director Nominee
| Nechemia J. Peres Independent | Managing General Partner and Co-Founder, Pitango Venture Capital | Age: 67 | 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
| Gilad Shany Independent | Managing Partner, ION Crossover Partners Ltd. | Age: 49 | Director since: 2021 | Committees: Audit Committee; Nominating and Governance Committee Mr. Shany has served on Taboola’s Board of Directors since June 2021. He is a co-founder and Managing Partner of ION Crossover Partners Ltd., an Israel-based crossover investment firm founded in 2018 that invests in leading global technology companies across private and public markets. Prior to co-founding ION, Mr. Shany spent over a decade investing in innovative growth companies at Baron Capital in New York and at Magma Venture Partners in Tel Aviv. Throughout his career, he has sourced and led investments in numerous high-growth technology companies, including Tesla, Mobileye, and Varonis Systems, Monday.com and others. Mr. Shany holds a B.S., magna cum laude, in Physics, Astronomy and Philosophy from Tel Aviv University and an M.B.A. with honors from The Wharton School of 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: 67 | 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: 50 | 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: 44 | 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
| (a) RESOLVED, that the re-election of Nechemia J. Peres and Gilad Shany as Class II directors of the Company, for a term of approximately three years that expires at the third annual general meeting of shareholders to be held following their re-election, and until the due election and qualification of their successor, be, and hereby is, approved in all respects. |
2025 Compensation Highlights
| • | Annual short-term cash incentives: In 2025, Adjusted EBITDA goal (70% weighting) was achieved at 100% of target while the ex-TAC Gross Profit goal (30% weighting) was achieved at 101% of target performance, resulting in an overall award payout of 100%. See “Annual Short-Term Incentive Compensation” in this CD&A for details. |
2025 Compensation Highlights
| • | Annual long-term incentive compensation: For 2025, 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. |
2025 Compensation Highlights
| | Base a significant portion of executive compensation opportunity on financial performance and long-term value creation | | Maintain an anti-hedging and anti-pledging policy | | | Set annual incentive targets for our executive officers based on objective performance measures | | Offer equity and cash compensation to our executive officers which we believe incentivizes them to deliver both short-term and long-term shareholder value | | | Maintain a forfeiture and clawback policy that complies with SEC rules | | Mitigate dilution by use of our share buyback program and a net issuance mechanism | | | 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 at 150% of target | | | 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 2025, 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 2026. 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 2025 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 2025 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 as well as data from size-appropriate and industry-specific compensation surveys when making 2025 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 2025 peer group that at the time of review had median revenues of approximately $581 million and a median enterprise value, in the case of public companies, of approximately $2.2 billion.
2025 Peer Group
2025 Peer Group
2025 Peer Group
| Criteo S.A. | Digital Turbine, Inc. | DoubleVerify Holdings, Inc. | Fiverr International Ltd. | | Five9, Inc. | Integral Ad Science Holding Corp. | JFrog, Ltd. | Magnite, Inc. | | Monday.com Ltd. | Outbrain, Inc. (Teads Holding Co.) | Pubmatic, Inc. | QuinStreet, Inc. | | United Software Inc. | The Trade Desk, Inc. | Wix.com Ltd. | Yext, Inc. | | Zeta Global Holdings Corp. | | | |
2025 Peer Group
2025 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 2025 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. No other NEOs received a base salary increase in 2025. The CEO, COO, and CTO salaries have remained unchanged since our IPO, and the CFO’s salary was last adjusted in 2022. The table below shows the 2025 and 2024 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 2025 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 | 77 | 355,000 | | Lior Golan | 77 | 355,000 | | Kristy Sundjaja | 55 | 220,000 |
Annual Short-Term Incentive Compensation
| (1) Percentages rounded to the nearest whole percent. |
2025 Performance Measures
2025 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 2025, annual incentive awards were calculated as follows:
2025 Performance Measures
| • | 70% based on achievement of an Adjusted EBITDA performance metric; and |
2025 Performance Measures
| • | 30% based on achievement of an ex-TAC Gross Profit performance metric. |
2025 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. We calculate Adjusted EBITDA as net income (loss) before finance income (expenses), net, income tax expenses, depreciation and amortization and non-cash amortization of the Commercial agreement asset, further adjusted to exclude share-based compensation including Connexity holdback compensation expenses and other noteworthy income and expense items such as M&A costs and restructuring costs which may vary from period-to-period. We calculate ex-TAC Gross Profit as gross profit adjusted to add back other cost of revenues and non-cash amortization of the Commercial agreement asset. We add back the non-cash amortization of the Commercial agreement asset because it is unique primarily due to the issuance of equity rather than cash, such that ex-TAC Gross Profit includes solely direct cash contribution components. 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%. In February 2026, the Compensation Committee approved downward adjustments to the Adjusted EBITDA and ex-TAC performance targets to reflect the impact of strategic decisions that are expected to deliver long-term benefits to the business. In doing so, it was determined that achievement with respect to the Adjusted EBITDA target would be reduced to a 100% cap in order to appropriately balance these adjustments.
2025 Performance Measures
| PERFORMANCE LEVEL | ADJUSTED EBITDA PERFORMANCE % OF TARGET | ADJUSTED EBITDA ($ IN MILLIONS) | PAYOUT (% OF TARGET)(1) | | Below Threshold | <=60 | <=118.1 | 0 | | Target | 100 | 205.2 | 100 | | Maximum | 120 | 248.8 | 150 | | Achievement - Capped at Target (100%) | — | 215.5 | 100% |
2025 Performance Measures
| PERFORMANCE LEVEL | EX-TAC PERFORMANCE % OF TARGET | EX-TAC ($ IN MILLIONS) | PAYOUT (% OF TARGET)(1) | | Below Threshold | <=60 | <=422.2 | 0 | | Target | 100 | 712.1 | 100 | | Maximum | 120 | 857.0 | 150 | | Achievement | — | 713.5 | 101% |
2025 Performance Measures
| (1) Percentages rounded to the nearest whole number. |
2025 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 2025, the Company reported Adjusted EBITDA of $215.5M and ex-TAC Gross Profit of $713.5M.
2025 Performance Measures
| | | | | ADJUSTED EBITDA (70%) | | EX-TAC GROSS PROFIT (30%) | | | | | NEO | 2025 BASE SALARY RATE ($) | TARGET BONUS (%) | TARGET BONUS AMOUNT ($) | 2025 TARGET ACHIEVED (%) | PAYOUT (%) | 2025 TARGET ACHIEVED (%) | PAYOUT (%) | OVERALL PAYOUT (%) | 2025 BONUS PAYOUT ($) | | Adam Singolda | 590,000 | 100% | 590,000 | 100% | 100% | 101% | 101% | 100% | 592,065 | | Stephen Walker | 465,000 | 75% | 349,000 | 100% | 100% | 101% | 101% | 100% | 350,222 | | Eldad Maniv | 461,800 | 77% | 355,000 | 100% | 100% | 101% | 101% | 100% | 356,243 | | Lior Golan | 461,800 | 77% | 355,000 | 100% | 100% | 101% | 101% | 100% | 356,243 | | Kristy Sundjaja | 400,000 | 55% | 220,000 | 100% | 100% | 101% | 101% | 100% | 220,770 |
2025 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 2025, 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 performance-based metrics have historically been used in certain components of our executive compensation program, the Committee is engaged in an ongoing review of the Company’s equity compensation structure to ensure continued alignment with shareholder value. As part of this review, 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 2025 for each NEO are shown below:
Long-Term Incentive Compensation
| NAME | 2025 EQUITY GRANT DATE FAIR VALUE ($)(1) | | Adam Singolda | 6,886,506(2) | | Stephen Walker | 2,712,284 | | Eldad Maniv | 3,797,198 | | Lior Golan | 2,621,616 | | Kristy Sundjaja | 1,162,407 |
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 2025 Annual Report. Reflects grant date fair value based on a ten-day trailing average of our Ordinary shares. The measurement period was February 13, 2025 through February 27, 2025. |
Long-Term Incentive Compensation
| (2) Mr. Singolda’s 2025 RSU award was subject to shareholder approval. The approval was obtained on June 4, 2025, which date was used to calculate the grant date fair value. |
Long-Term Incentive Compensation
Target annual equity award values were determined based on our competitive market analysis and our compensation philosophy, which calibrates award levels between market median and 75th percentile. These grant date fair values were translated into RSUs by taking the corresponding dollar amount and dividing it by the per share “fair value” that was used for reporting the compensation expense associated with the grant under applicable accounting guidance. OTHER COMPENSATION GUIDELINES, POLICIES & PROGRAMS
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.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table provides information regarding the compensation of our NEOs during the years shown.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-equity incentive plan compensation ($)(3) | All other compensation ($) | Total ($) | | Adam Singolda; Founder and CEO | 2025 | 590,000 | — | 6,886,506(4) | — | 592,065 | 61,869(5) | 8,130,440 | | | 2024 | 590,000 | — | 6,662,742 | — | 3,178,276 | 60,326 | 10,491,344 | | | 2023 | 590,000 | — | 4,514,693 | — | 968,700 | 91,714 | 6,165,107 | | Stephen Walker; CFO | 2025 | 465,000 | — | 2,712,284 | — | 350,222 | 3,469(6) | 3,530,975 | | | 2024 | 465,000 | — | 3,075,113 | — | 2,106,699 | 4,952 | 5,651,764 | | | 2023 | 465,000 | — | 1,864,575 | — | 712,268 | 223 | 3,042,066 | | Eldad Maniv; President and COO | 2025 | 495,255 | — | 3,797,198 | — | 356,243 | — | 4,648,696 | | | 2024 | 458,468 | — | 4,305,156 | — | 2,247,172 | — | 7,010,796 | | | 2023 | 404,462 | — | 3,107,624 | — | 761,900 | — | 4,273,986 | | Lior Golan; CTO | 2025 | 495,255 | — | 2,621,616 | — | 356,243 | — | 3,473,114 | | | 2024 | 458,468 | — | 3,382,621 | — | 1,084,672 | — | 4,925,761 | | | 2023 | 404,462 | — | 2,734,709 | — | 361,900 | — | 3,501,071 | | Kristy Sundjaja; CPO | 2025 | 400,000 | — | 1,162,407 | — | 220,770 | 2,901(6) | 1,786,078 | | | 2024 | 380,000 | 279,000 | 1,383,802 | — | 203,430 | 5,125 | 2,251,357 | | | 2023 | 360,000 | — | 1,035,874 | — | 204,732 | 8,414 | 1,609,020 |
2025 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 2025, 2024 and 2023 we used exchange rates of New Israeli Shekels of 3.45, 3.69 and 3.69 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. |
2025 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 2025 Annual Report. |
2025 Summary Compensation Table
| (3) Short-term performance-based cash incentive amounts earned by the NEOs for service during the year which amounts were paid subsequent to that year based upon performance during that year. For further detail, see page 20 of this proxy statement. |
2025 Summary Compensation Table
| (4) Mr. Singolda received a conditional RSU grant subject to shareholder approval. Shareholder approval was obtained on June 4, 2025, which date was used to calculate the grant date fair value. |
2025 Summary Compensation Table
| (5) Includes $3,256 for ground transportation expenses, $3,409 in related ground transportation gross ups, $26,850 for tax advisory services, $28,114 in related tax-gross ups and $240 company contribution to life insurance premium. |
2025 Summary Compensation Table
| (6) Includes 401(k) plan matching contributions and company contribution to life insurance premium. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides NEO 2025 grant information regarding equity awards (restricted share units, or RSUs) and short-term performance-based cash awards (or STI).
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future payouts under Non-equity incentive plan awards | | | All other stock awards: Number of shares of stock or units (#)(1) | Grant date fair value of stock awards ($)(2) | | | | Threshold ($) | Target ($) | Maximum ($) | | | | Adam Singolda | | | | | | | | STI(3) | 2/25/2025 | 14,750 | 590,000 | 885,000 | | | | RSU | 2/27/2025(4) | | | | 1,923,605 | 6,886,506 | | Stephen Walker | | | | | | | | STI(3) | 2/25/2025 | 8,725 | 349,000 | 523,500 | | | | RSU | 2/27/2025 | | | | 961,803 | 2,712,284 | | Eldad Maniv | | | | | | | | STI(3) | 2/25/2025 | 8,875 | 355,000 | 532,500 | | | | RSU | 2/27/2025 | | | | 1,346,524 | 3,797,198 | | Lior Golan | | | | | | | | STI(3) | 2/25/2025 | 8,875 | 355,000 | 532,500 | | | | RSU | 2/27/2025 | | | | 929,651 | 2,621,616 | | Kristy Sundjaja | | | | | | | | STI(3) | 2/25/2025 | 5,500 | 220,000 | 330,000 | | | | RSU | 2/27/2025 | | | | 412,201 | 1,162,407 |
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 2025 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, 2025 through December 31, 2025. |
Grants of Plan-Based Awards
| (4) On this date, Mr. Singolda received a conditional RSU grant subject to shareholder approval. Shareholder approval was obtained on June 4, 2025, which date was used to calculate the grant date fair value. |
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, 2025.
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) | 1,347,401 | 89,828 | 8.21 | 3/15/2031 | — | — | | | 3/15/2021(3) | — | — | — | — | 89,828 | 414,107 | | | 2/28/2023(3) | — | — | — | — | 479,879 | 2,212,242 | | | 2/27/2024(3) | — | — | — | — | 782,240 | 3,606,956 | | | 2/27/2025(3)(4) | — | — | — | — | 1,562,929 | 7,205,103 | | Stephen Walker | 6/14/2016(5) | 170,070 | — | 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 | — | — | | | 3/15/2021(5) | 266,500 | — | 8.21 | 3/15/2031 | — | — | | | 2/24/2022(3) | — | — | — | — | 26,841 | 123,737 | | | 2/28/2023(3) | — | — | — | — | 186,160 | 858,198 | | | 2/27/2024(3) | — | — | — | — | 361,117 | 1,664,749 | | | 2/27/2025(3) | — | — | — | — | 781,465 | 3,602,554 | | Eldad Maniv | 4/11/2021(2) | 1,347,401 | 89,828 | 8.21 | 4/11/2031 | — | — | | | 6/24/2021(3) | — | — | — | — | 89,828 | 414,107 | | | 2/28/2023(3) | — | — | — | — | 310,266 | 1,430,326 | | | 2/27/2024(3) | — | — | — | — | 505,564 | 2,330,650 | | | 2/27/2025(3) | — | — | — | — | 1,094,051 | 5,043,575 | | Lior Golan | 10/25/2020(5) | 5,157,324 | — | (6) | 10/25/2030 | — | — | | | 6/24/2021(2) | 1,347,401 | 89,828 | 8.21 | 6/24/2031 | — | — | | | 6/24/2021(2) | 1,347,401 | 89,828 | (6) | 6/24/2031 | — | — | | | 2/28/2023(3) | — | — | — | — | 273,035 | 1,258,691 | | | 2/27/2024(3) | — | — | — | — | 397,228 | 1,831,221 | | | 2/27/2025(3) | — | — | — | — | 755,341 | 3,482,122 | | Kristy Sundjaja | 11/12/2019(5) | 202,553 | — | 2.63 | 11/12/2029 | — | — | | | 3/15/2021(5) | 213,199 | — | 8.21 | 3/15/2031 | — | — | | | 2/24/2022(3) | — | — | — | — | 17,255 | 79,546 | | | 2/28/2023(3) | — | — | — | — | 103,422 | 476,775 | | | 2/27/2024(3) | — | — | — | — | 162,503 | 749,139 | | | 2/27/2025(3) | — | — | — | — | 334,913 | 1,543,949 |
Outstanding Equity Awards at Fiscal Year End
| (1) Reflects the market value of the shares underlying RSUs as of December 31, 2025, based on the closing price of our Ordinary shares as reported on Nasdaq of $4.61. |
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 2025 RSU grant was subject to shareholder approval which was obtained on June 4, 2025. The vesting commencement date for this RSU grant was February 27, 2025. |
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 2025.
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 | — | — | 1,451,627 | 5,220,488 | | Stephen Walker | 100,000 | 22,980 | 597,125 | 2,172,975 | | Eldad Maniv | — | — | 1,084,688(3) | 3,864,490 | | Lior Golan | — | — | 569,283 | 2,079,274 | | Kristy Sundjaja | — | — | 301,268 | 1,097,624 |
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 477,168 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 2025:
CEO Pay Ratio
| • | The annual total compensation of the median employee, excluding the CEO, was $126,826; |
CEO Pay Ratio
| • | The annual total compensation of the CEO: $8,130,440; and |
CEO Pay Ratio
| • | The ratio of CEO total compensation to median employee total compensation: 64 to 1. |
CEO Pay Ratio
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 2025 calendar year for all employees, excluding our CEO, employed as of October 31, 2025, (the “Determination Date”). On the Determination Date, our employee population consisted of approximately 2,013 individuals, of which 467 employees were located in the United States and 1,546 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 2025 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)(F) | TBLA | S&P SmallCap 600 Communication Services | Net Income (loss) (in millions) | Adjusted EBITDA (in millions) $ | | 2025 | $8,130,440 | $11,167,763 | $3,359,716 | $5,586,264 | $44.54 | $73.12 | $42.28 | $215.49 | | 2024 | $10,491,344 | $7,641,511 | $4,959,920 | $3,677,021 | $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 2025 to Company Performance
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 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 2025 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 2025 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.
(As Amended Adopted by the Shareholders on December [Month] 14 [Day], 2021 2026)
| G. | Board of Directors Compensation |