DEF 14A of Kaltura Inc
Filed Apr 30, 2026 · FY20250001140361-26-018319
Proposal 1: Election of Directors
Proposal 1: Election of Directors At the Annual Meeting, two (2) Class II Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2029 and until each such director’s successor is elected and qualified or until each such director’s earlier death, resignation or removal. We currently have seven (7) directors on our Board. Our current Class II Directors are Ronen Faier and Richard Levandov, who have served on our Board since 2021 and 2007, respectively. The Board has nominated Ronen Faier and Richard Levandov for election as Class II Directors at the Annual Meeting. The proposal regarding the election of directors requires the approval of a plurality of the votes cast. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II Directors. Votes withheld and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. As set forth in our Amended and Restated Certificate of Incorporation, the Board of Directors is currently divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. The current class structure is as follows: Class I, whose current term will expire at the 2028 Annual Meeting of Stockholders; Class II, whose term will expire at the 2026 Annual Meeting of Stockholders, and, if elected at the Annual Meeting, whose subsequent term will expire at the 2029 Annual Meeting of Stockholders; and Class III, whose term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors are Ron Yekutiel, Eyal Manor and Greg Dracon; the current Class II Directors are Ronen Faier and Richard Levandov; and the current Class III Directors are Shay David and Naama Halevi Davidov. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that, subject to the rights of holders of any series of preferred stock to elect directors, the authorized number of directors may be changed from time to time by the Board of Directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our Company. Subject to the rights of holders of any series of preferred stock and except for such additional directors, if any, as are elected by the holders of any series of preferred stock as provided for or fixed pursuant to our Amended and Restated Certificate of Incorporation, our directors may be removed only for cause by the affirmative vote of the holders of at least two-thirds in voting power of our outstanding shares of capital stock entitled to vote in the election of directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as Class II Directors of the persons whose names and biographies appear below. In the event that either of Ronen Faier or Richard Levandov should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board of Directors or the Board may elect to reduce its size. The Board of Directors has no reason to believe that either of Ronen Faier or Richard Levandov will be unable to serve if elected. Each of Ronen Faier and Richard Levandov has consented to being named in this proxy statement and to serve if elected.
Recommendation of the Board of Directors
Recommendation of the Board of Directors
Recommendation of the Board of Directors
| | The Board of Directors unanimously recommends a vote FOR the election of each of the below Class II Director nominees. |
Nominees for Class II Directors (terms to expire at the 2029 Annual Meeting)
Nominees for Class II Directors (terms to expire at the 2029 Annual Meeting) The current members of the Board of Directors who are also nominees for election to the Board of Directors as Class II Directors are as follows:
Nominees for Class II Directors (terms to expire at the 2029 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Kaltura | | Ronen Faier | 55 | 2021 | Lead Independent Director | | Richard Levandov | 71 | 2007 | Director |
Nominees for Class II Directors (terms to expire at the 2029 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class II Director nominee for election at the 2026 Annual Meeting are as follows:
Ronen Faier
Ronen Faier Ronen Faier has served on our board of directors since July 2021. Mr. Faier has also served as a director of Monday.com (NASDAQ: MNDY) since 2021 and a director of Cato Networks since February 2023. Mr. Faier served as the Interim CEO of SolarEdge Technologies, Inc., a global leader in smart energy and renewable energy technology from August 2024 through December 2024 and as their director in all subsidiaries (not including the Israeli company) and Chief Financial Officer from January 2011 to December 2024. Prior to his role at SolarEdge, Mr. Faier served in various executive positions at publicly traded technology companies such as SanDisk Corporation, a semiconductor manufacturing company, Msystems Ltd., a semiconductor memory devices manufacturing company and VocalTec Communications, Inc., a telecom equipment provider. Mr. Faier is a Certified Public Accountant in Israel. He received a Master’s of Business Administration with honors from Tel Aviv University in 2000 and a Bachelor of Arts in Accounting and Economics from the Hebrew University of Jerusalem in 1996. Mr. Faier holds a CPA (Israel) license. Mr. Faier was selected to serve on our board of directors because of his extensive financial and public company experience.
Richard Levandov
Richard Levandov Richard Levandov has served as a member of our board of directors since 2007. Mr. Levandov has over 30 years of experience as a technology venture capitalist, operator and entrepreneur, most recently as a partner at Avalon Ventures from 2007 to date. Mr. Levandov is active in the Boston, New York City, San Francisco and Seattle venture and entrepreneurial communities. As a past judge on the MIT 100k business plan competition he remains very active in various organizations on both U.S. coasts, promoting the creation of new disruptive enterprises. He received a Bachelor of Science from Binghamton University in 1976. Mr. Levandov was selected to serve on our board of directors because of his extensive experience in the venture capital industry. Continuing members of the Board of Directors:
Class I Directors (terms to expire at the 2028 Annual Meeting)
Class I Directors (terms to expire at the 2028 Annual Meeting) The current members of the Board of Directors who are Class I Directors are as follows:
Class I Directors (terms to expire at the 2028 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Kaltura | | Ron Yekutiel | 53 | 2006 | Chairman, Chief Executive Officer, President and Director | | Eyal Manor | 52 | 2023 | Director | | Greg Dracon | 54 | 2026 | Director |
Class I Directors (terms to expire at the 2028 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class I Director are as follows: Ron Yekutiel is one of our co-founders and has served as our Chief Executive Officer and as Chairman of our board of directors since October 2006 and as President from January 15, 2024. Prior to Kaltura, Mr. Yekutiel co-founded VisualGate Systems Inc., a video surveillance company, in 2003, and co-founded and lead GPSoft Ltd and the Destinator business unit in Paradigm Advanced Technologies Inc., a GPS navigation and tracking company, in 2001. Mr. Yekutiel serves as a member of the board of directors of Kaltura Asia Pte Ltd., an affiliate of Kaltura, Inc. He received a Master of Business Administration with honors from the Wharton School of the University of Pennsylvania in 2005. Mr. Yekutiel has been named one of “100 most intriguing entrepreneurs” by Goldman Sachs, and one of the “top 25 visionaries, innovators, and producers” by the Producers Guild of America. He was also featured as one of eight “top web innovators” in Esquire magazine. Mr. Yekutiel has served as an advisor to numerous startup companies, including as a mentor in the Microsoft and Oracle accelerator programs. Mr. Yekutiel was selected to serve on our board of directors because of the perspective and experience he provides as our co-founder and Chief Executive Officer, as well as his extensive experience with technology companies.
Eyal Manor
Eyal Manor Eyal Manor has served on our board of directors since January 2023. Mr. Manor has served as Chief Product & Engineering Officer at Twilio, Inc. (NYSE: TWLO) from 2021 to 2023, overseeing CPaaS and Segment's CDP. Prior to that, from 2016 to November 2021 Mr. Manor served as Vice President & General Manager at Google Cloud, where he led a portfolio of technologies, including Kubernetes, Serverless Developer Platforms, Marketplace, and other products. In his previous roles with Google (Nasdaq: GOOG), Mr. Manor was VP of Engineering at YouTube and spearheaded the development of advertising products. Mr. Manor graduated from Tel Aviv University in 1994. Mr. Manor was selected to serve on our board of directors because of his vast experience in building successful Ai Data products and innovative platform technologies.
Greg Dracon
Greg Dracon Mr. Dracon has served as a member of our board of directors since 2026. Mr. Dracon has previously served as a member of the Company’s board of directors from January 2015 through February 2021. Since 2007, Mr. Dracon has served as a general partner at Point 406 Ventures, a venture capital firm, where he focuses on data and artificial intelligence investing and leads the firm’s cybersecurity practice. Previously, Mr. Dracon was a vice president at Core Capital Partners, where he concentrated on early-stage investments in infrastructure and cybersecurity companies, and spent almost 12 years in various operational and management roles within the high-tech industry. Mr. Dracon currently serves on a number of private company boards, as well as on the Massachusetts Governor’s Cybersecurity Strategy Council and The Dean’s Advisory Board for Penn State’s College of Information Sciences and Technology. Mr. Dracon received a Master of Business Administration from the Wharton School of the University of Pennsylvania in 2005 and a Bachelor of Science in Electrical Engineering from the Pennsylvania State University in 1994.
Class III Directors (terms to expire at the 2027 Annual Meeting)
Class III Directors (terms to expire at the 2027 Annual Meeting)
Class III Directors (terms to expire at the 2027 Annual Meeting)
| Name | Age | Served as a Director Since | Position with Kaltura | | Shay David | 53 | 2006 | Director | | Naama Halevi Davidov | 54 | 2021 | Director |
Class III Directors (terms to expire at the 2027 Annual Meeting)
The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:
Dr. Shay David
Dr. Shay David Dr. Shay David is one of our co-founders and has served as a member of our board of directors since October 2006. Dr. David previously held various roles with us, including President and General Manager of Media and Telecom from 2016 to 2019, and Chief Revenue Officer from 2012 to 2015. He co-founded Retrain.ai, an artificial intelligence company, in August 2020 and has served as its Chief Executive Officer and Chairman of the board of directors since its founding. Dr. David is the Chief of Data Solutions at SolarEdge, a smart energy technology company, as of January 2026. He was a post-doctoral fellow at Yale Law School from 2007 to 2008 and received a Ph.D. in Science and Technology from Cornell University in 2008, a Master of Arts from New York University in 2003 and a Bachelor of Science in Computer Science Philosophy from Tel Aviv University in 2001. Dr. David was selected to serve on our board of directors because of the perspective and experience he provides as our co-founder and his extensive experience in the media and technology fields.
Dr. Naama Halevi Davidov
Dr. Naama Halevi Davidov Dr. Naama Halevi Davidov has served on our board of directors since July 2021. Dr. Halevi Davidov also serves as a member of the board of directors of Kornit Digital Ltd. (NASDAQ: KRNT) since August 2023. Dr. Halevi Davidov is currently the Chief Financial Officer of a cybersecurity company. Additionally, Dr. Halevi Davidov served from May 2022 through August 2024 as the Chief Financial Officer of XM Cyber Ltd., a global cybersecurity company. Prior to this role, Dr. Halevi Davidov served as a consultant to several technology companies including Simply Ltd. (formerly named JoyTunes), Gloat Ltd. and Healthy.IO. Dr. Halevi Davidov served as our Chief Financial Officer from November 2012 to August 2017. Additionally, Dr. Halevi Davidov also serves on the board of our subsidiary, Kaltura Asia Pte Ltd. since February 2015. Dr. Halevi Davidov is a Certified Public Accountant in Israel. She received a Ph.D. in Strategy from Tel Aviv University in 2012, a Master’s in Business Administration from Tel Aviv University in 2002 and Bachelor of Arts in Accounting and Economics from Tel Aviv University in 2000. Dr. Halevi Davidov was selected to serve on our board of directors because of her extensive knowledge of, and experience with, corporate financial strategy.
Compensation Committee
| • | reviewing and making recommendations to our Board of Directors regarding director compensation; |
Summary Compensation Table
Summary Compensation Table The following table presents all of the compensation awarded to, earned by or paid to our named executive officers for the years ended December 31, 2024 and December 31, 2025.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1)(2) | Stock Awards(3) | Non-Equity Incentive Plan Compensation ($)(2)(4) | All Other Compensation ($)(5) | Total | | Ron Yekutiel Chairman, President, Chief Executive Officer and Director | 2025 | 552,985 | 5,431,579 | 353,471 | 74,720 | 6,412,754 | | | 2024 | 463,651 | 4,638,720 | 47,000 | 82,684 | 5,232,055 | | Eynav Azaria Chief Product, Engineering, and Marketing Officer | 2025 | 320,804 | 1,561,579 | 163,768 | 91,021 | 2,137,172 | | | 2024 | 298,853 | 1,419,400 | 24,700 | 84,130 | 1,827,083 | | Natan Israeli Chief Customer and Commercial Officer | 2025 | 320,368 | 1,561,579 | 163,037 | 90,589 | 2,135,573 | | | 2024 | 298,447 | 1,419,400 | 24,700 | 83,156 | 1,825,703 |
Summary Compensation Table
| (1) For 2025, compensation amounts received in non-U.S. currency have been converted into U.S. dollars using an exchange rate of 0.29 U.S. dollar per NIS (which was the average exchange rate for 2025). For 2024, compensation amounts received in non-U.S. currency have been converted into U.S. dollars using an exchange rate of 0.27 U.S. dollar per NIS (which was the average exchange rate for 2024). |
Summary Compensation Table
| (2) Amounts also reflect the base fees paid and bonuses earned pursuant to Mr. Yekutiel’s U.S. Consulting Agreement and U.K. Consulting Agreement (each as defined below). |
Summary Compensation Table
| (3) Amounts reflect the full grant-date fair value of stock awards granted during 2025 and 2024 computed (including the portion of the annual performance bonus for 2024 granted in the form of restricted stock units) in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock made to executive officers in 2025 in Note 16 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026. |
Summary Compensation Table
| (4) Amounts reflect the cash amounts earned by the executives under their respective employment agreements (and consulting agreements for Mr. Yekutiel) pursuant to the Company’s annual performance bonus program for the 2025 fiscal year. For additional information on these payments, see “2025 Bonuses” below. |
Summary Compensation Table
| (5) For 2025, amounts reflect: for Mr. Yekutiel, (i) a $18,135 contribution by the Company for an Israeli education fund, (ii) a contribution of $2,902 for an Israeli disability fund, (iii) a meal allowance of $3,138, (iv) a contribution of $35,860 to Israeli pension and Severance funds, (v) a contribution of $972 by the Company as recuperation pay, and (vi) a contribution of $12,624 by the Company to the Israeli National Insurance; for Mr. Israeli, (i) a contribution by the Company for an Israeli education fund of $24,028, (ii) a contribution of $3,844 for an Israeli disability fund, (iii) a meal allowance of $3,138 , (iv) a contribution of $43,666 to an Israeli pension and Severance funds, (v) a contribution of $729 by the Company as recuperation pay, and (vi) a contribution of $12,624 by the Company to the Israeli National Insurance; and for Mr. Azaria, (i) a contribution of $24,060 by the Company for an Israeli education fund, (ii) a contribution of $5,321 to an Israeli disability fund, (iii) a meal allowance of 3,138, (iv) a contribution of $44,134 to an Israeli pension and Severance funds, (v) a contribution of $850 by the Company as recuperation pay, and (vi) a contribution of $12,624 by the Company to the Israeli National Insurance. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table represents information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | | Stock Awards(7) | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Ron Yekutiel | 8/14/2018(1) | 459,000 | — | — | 1.58 | 8/14/28 | — | — | | | | | 8/14/2018(1) | 760,500 | — | — | 1.58 | 8/14/28 | — | — | | | | | 12/24/2020(2) | 3,150,000 | — | — | 4.99 | 12/23/30 | — | — | | | | | 12/08/2021(3) | 411,168 | — | — | 4.38 | 12/08/31 | — | — | | | | | 2/14/2024(4) | — | — | — | — | — | 915,336 | 1,510,151 | | | | | 1/6/2025(5) | — | — | — | — | — | 1,578,949 | 2,589,476 | | | | Natan Israeli | 12/24/20(2) | 225,000 | — | — | 4.99 | 12/23/30 | — | — | | | | | 12/8/21(3) | 57,778 | — | — | 4.38 | 12/8/31 | — | — | | | | | 2/5/23(6) | — | — | — | — | — | 37,994 | 62,310 | | | | | 2/14/24(4) | — | — | — | — | — | 256,000 | 419,840 | | | | | 1/6/2025(5) | — | — | — | — | — | 453,949 | 744,476 | | | | Eynav Azaria | 12/24/20(2) | 540,000 | — | — | 4.99 | 12/23/30 | — | — | | | | | 12/8/21(3) | 86,292 | — | — | 4.38 | 12/8/31 | — | — | | | | | 2/5/23(6) | — | — | — | — | — | 45,395 | 74,448 | | | | | 2/14/24(4) | — | — | — | — | — | 256,000 | 419,840 | | | | | 1/6/2025(5) | — | — | — | — | — | 453,949 | 744,476 | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) One-third of the options vest upon the first anniversary of the grant date, with the remaining two-thirds vesting in ratable monthly installments over the following two-year period such that the award is fully vested three years after the vesting commencement date of July 1, 2018, subject to the executive’s continued service through the applicable vesting dates. These options are fully vested. |
Outstanding Equity Awards at Fiscal Year-End
| (2) These options vest in twelve quarterly installments such that the award is fully vested three years after the vesting commencement date of April 1, 2021, subject to the executive’s continued service through the applicable vesting dates. These options are fully vested. |
Outstanding Equity Awards at Fiscal Year-End
| (3) These options vest in quarterly installments over a three-year period with the first quarterly vesting date on March 1, 2022, subject to continued employment through each vesting date. These options are fully vested. |
Outstanding Equity Awards at Fiscal Year-End
| (4) These restricted stock units vest in quarterly installments over a three-year period with the first quarterly vesting date on March 1, 2024, subject to continued employment through the vesting date. These RSUs are fully vested. |
Outstanding Equity Awards at Fiscal Year-End
| (5) These restricted stock units vest in quarterly installments over a three-year period with the first quarterly vesting date on April 1, 2025, subject to continued employment through the vesting date. These RSUs are fully vested. |
Outstanding Equity Awards at Fiscal Year-End
| (6) These restricted stock units vest in quarterly installments over a three-year period with the first quarterly vesting date on April 1, 2023, subject to continued employment through the vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (7) These amounts represent the value of unvested stock awards as of December 31, 2025, based on the closing price of our stock on that date of $1.64. |
Director Compensation
Director Compensation We maintain a non-employee director compensation policy, as amended, pursuant to which each non-employee director receives an annual retainer of $35,000. In addition, the non-employee director serving as lead director of the board receives an additional annual retainer of $15,000 and non-employee directors serving on committees of our board of directors receives the following additional annual fees, each earned on a quarterly basis: the chairperson of our audit committee receives an additional annual fee of $20,000, and other members of our audit committee receives an additional annual fee of $10,000; the chairperson of our compensation committee receives an additional annual fee of $14,000, and other members of our compensation committee receives an additional annual fee of $7,000; and the chairperson of our nominating and governance committee receives an additional annual fee of $8,000, and other members of our nominating and governance committee receives an additional annual fee of $4,000. Each director receives an annual restricted stock unit award with a grant date value of $180,000 (with prorated awards made to directors who join on a date other than an annual meeting following the first annual meeting after the closing of our initial public offering), which generally vest in full on the day immediately prior to the date of our annual shareholder meeting immediately following the date of grant, subject to the non-employee director continuing in service through such meeting date. The equity awards granted pursuant to this policy accelerate and vest in full upon a change in control (as defined in the 2021 Plan). The table below sets forth the compensation earned by each of our non-employee directors with respect to the fiscal year ended December 31, 2025.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | | Shay David | $30,000 | $180,000 | $210,000 | | Ronen Faier | $63,000 | $180,000 | $243,000 | | Naama Halevi Davidov | $50,000 | $180,000 | $230,000 | | Richard Levandov | $44,000 | $180,000 | $224,000 | | Eyal Manor | $30,000 | $180,000 | $210,000 |
Director Compensation
| (1) Amounts reflect the full grant-date fair value of stock awards granted during 2024 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock awards and option awards made to our directors in Note 15 to the consolidated financial statements included in this proxy statement. |
Director Compensation
The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held by each non-employee director who was serving as of December 31, 2025.
Director Compensation
| Name | Options Outstanding at Fiscal Year End | Unvested Restricted Shares Outstanding at Fiscal Year End | | Shay David | 267,750 | 86,852 | | Ronen Faier | — | 86,852 | | Naama Halevi Davidov | 157,500 | 86,852 | | Richard Levandov | — | 86,852 | | Eyal Manor | — | 86,852 |