DEF 14A of Teads Holding Co., Apr 26, 2024

DEF 14A of Teads Holding Co.

Filed Apr 26, 2024 · FY20230001454938-24-000056

Open on EDGAR

  1. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS In accordance with the Company’s certificate of incorporation and bylaws, the Board is divided into three classes of directors of approximately equal size. The members of each class of directors are elected to serve for a three-year term with the term of office of each class ending in successive years. Shlomo Dovrat, Yaron Galai and David Kostman are the Class III directors whose terms expire at the 2024 Annual Meeting. Messrs. Dovrat, Galai and Kostman will be standing for re-election at the 2024 Annual Meeting. Each of these Class III directors has consented to being named in this Proxy Statement as a director nominee and each has agreed to stand for election to the Board to serve as a Class III director of the Company until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal, and to serve if elected. It is intended that, unless you give contrary instructions, shares represented by proxies will be voted for the election of each of the three nominees listed above. Although not anticipated, if for any reason a nominee becomes unable to serve or for good reason will not serve, the discretionary authority provided in the proxies solicited by the Board may be used to vote for a substitute or substitutes whom the Board may propose to replace such nominee or nominees for election at the Annual Meeting. It is not expected that any of the Board’s nominees will be unable or unwilling to serve as a director if elected. Information relating to each nominee for election as a director, including his or her period of service as a director of the Company, principal occupation and other biographical material, is included below.

  2. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

  3. “FOR”

    “FOR” EACH OF THE NOMINEES FOR ELECTION AS CLASS III DIRECTORS.

  4. (PROPOSAL NO. 1)

    (PROPOSAL NO. 1)

  5. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  6. Board Composition and Structure

    Board Composition and Structure Our business is organized under the direction of our Board of Directors, which currently consists of eight members, six of whom are independent directors. The primary responsibilities of our Board of Directors are to provide oversight, strategic guidance and direction to our management. Our Board meets on a regular basis and additionally as required. Our certificate of incorporation provides that our Board is divided into three classes of directors, with the classes as nearly equal in number as possible. Each of our directors identified below serves in the class indicated. Subject to any earlier resignation or removal in accordance with the terms of our certificate of incorporation and bylaws, our Class III director nominees will, if elected at this Annual Meeting, serve until the 2027 Annual Meeting of Stockholders, our current Class I directors will serve until the 2025 Annual Meeting of Stockholders, and our current Class II directors will serve until the 2026 Annual Meeting of Stockholders; and, in each case, until their successors are duly elected and qualified. Any additional directorships resulting from an increase in the number of directors will be apportioned by our Board among the three classes as equally as possible. On April 25, 2024, Yoni Cheifetz's resignation from the Board was effective and Mark Zagorski was appointed as a Class I director to fill the vacancy created by Mr. Cheifetz's departure. Below is a list of the names, ages and class of the individuals who currently serve as our directors.

  7. Board Composition and Structure

    | Name | Age | Position | Class | | Nithya B. Das | 43 | Director | I | | Kathryn (Kate) Taneyhill Jhaveri | 50 | Director | I | | Mark Zagorski | 55 | Director | I | | Yaffa Krindel | 69 | Director | II | | Arne Wolter | 49 | Director | II | | Shlomo Dovrat | 64 | Director | III | | Yaron Galai | 53 | Co-Founder, Chair of the Board, and Former Co-Chief Executive Officer | III | | David Kostman | 59 | Chief Executive Officer and Director | III |

  8. Board Composition and Structure

    The Board has determined that the classified Board structure is appropriate for the Company at this time. A classified board provides for stability, continuity and experience among our Board, as well as resisting pressure to focus on short-term results at the expense of long-term value. The Board believes that it is important that we have a Board that understands the implications of our development and process timetable and has the ability to develop long-term strategies while benefiting from an in-depth knowledge of our business and operations.

  9. Director Biographies

    Director Biographies Information concerning our directors standing for reelection and for those directors continuing on our Board is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that led the Board to conclude that each nominee should serve as a director.

  10. Nominees for Election (Class III Directors)

    Nominees for Election (Class III Directors)

  11. Yaron Galai

    Yaron Galai Yaron Galai co-founded Outbrain Inc. in 2006 and is the Chair of the Board. Mr. Galai served as our Chief Executive Officer from 2006 to 2017, and as Co-Chief Executive Officer from October 2017 through March 31, 2024. Mr. Galai remains an employee of the Company serving in an advisor role through the end of the year. Mr. Galai previously co-founded Quigo Technologies, Inc., a provider of performance based marketing solutions for advertisers and premium publishers, and served as its Chief Executive Officer from 2000 to 2003 and as its Senior Vice President from 2003 until it was acquired by AOL Time Warner in December 2007. Mr. Galai served as executive chairman of Listory Corp, until its acquisition by SpokenLayer in May 2023, when Mr. Galai assumed the role of chairman. Mr. Galai previously served on the board of HopStop.com, Inc., until its acquisition by Apple Inc. Mr. Galai studied industrial design at the Holon Institute of Technology in Holon, Israel. Mr. Galai is a Lieutenant Commander Officer (reserve) in the Israeli Navy. Mr. Galai was selected to serve on our Board of Directors and as our Board Chair because of his extensive experience working with publishers and in the Internet advertising industry, and the unique perspective and deep understanding of our business that he brings as our Co-Founder and former Co-Chief Executive Officer.

  12. David Kostman

    David Kostman David Kostman has served as a director of our Company since July 2014, as our Co-Chief Executive Officer from October 2017 through March 2024 and as our Chief Executive Officer since April 2024. Mr. Kostman has also served as a director of NICE Ltd. (Nasdaq: NICE) since 2001 (with the exception of the period between June 2007 and July 2008) and has served as chairman of the board of NICE Ltd. since February 2013. Mr. Kostman currently serves as a director of Unity Software Inc. (NYSE:U). Mr. Kostman also is the chairman of the board of the American Friends of NATAL, Israel Trauma and Resiliency Center, a non-profit assisting individuals with post-traumatic stress disorder. Previously he served on the board of directors of Retalix Ltd. (Nasdaq: RTLX) and of several other private companies. From 2006 until 2008, Mr. Kostman was a Managing Director in the investment banking division of Lehman Brothers, where he worked from 1994 to 2000, heading the Global Internet Group. From April 2003 until July 2006, Mr. Kostman was Chief Operating Officer and then Chief Executive Officer of Delta Galil USA Inc., a subsidiary of publicly traded Delta Galil Industries Ltd. From 2000 until 2002, Mr. Kostman was President of the International Division and then Chief Operating Officer of Nasdaq-listed Verticalnet Inc. (Nasdaq: VERT). Mr. Kostman holds a B.A. in Law from Tel Aviv University and an M.B.A. from INSEAD. Mr. Kostman was selected to serve on our Board of Directors because of his extensive experience serving on the boards of public companies in the technology and Internet industries, and his knowledge and expertise in our industry and his role as Chief Executive Officer.

  13. Shlomo Dovrat

    Shlomo Dovrat Shlomo Dovrat has served as a director of our Company since 2009 and as our lead director since February 2024. Mr. Dovrat is a co-founder of the Viola Group, a technology investment group, and Co-Founder and General Partner of Viola Ventures, a venture capital firm, both of which were founded in 2000. Mr. Dovrat currently serves as a member of the board of directors of Unity Software Inc. (NYSE: U), and on the board of several privately held technology companies, including Volumez, ProteanTecs and Worthy. Prior to founding Viola, Mr. Dovrat founded and served as Chief Executive Officer of Oshap Technologies Ltd. (Nasdaq: OSHSF) and Tecnomatix Technologies Ltd. (Nasdaq: TCNO), publicly traded Israeli technology companies that were subsequently sold in 1998 and 2005, respectively. Mr. Dovrat also served as Chairman of ECI Telecom Ltd. from 2002 to 2007. Mr. Dovrat has been and continues to be active in various NGOs and serves as the Chairman of the Aaron Institute for Economic Policy and as chairman of “Pnima,” an Israeli social movement. Mr. Dovrat served as the Chairman of the Israel Democracy Institute from 2008 to 2012 and as the Chairman of the National Taskforce for the Advancement of Education in Israel from 2003 to 2005. Mr. Dovrat was selected to serve on our Board of Directors because of his extensive financial and operational expertise, his knowledge of high-growth technology companies, and because of his perspective as the representative of a significant stockholder.

  14. Class I Directors (with terms expiring at the 2025 Annual Meeting of Stockholders)

    Class I Directors (with terms expiring at the 2025 Annual Meeting of Stockholders)

  15. Nithya B. Das

    Nithya B. Das Nithya B. Das has served as a director of our Company since February 2023. Ms. Das has served as the Chief Legal and Chief Administrative Officer of Diligent Corporation, a SaaS provider of governance and risk software, since August 2023. Prior to that, she held several positions at Olo Inc. (NYSE: OLO), an open SaaS solution for the restaurant industry, including, Chief Operating Officer, Chief Legal Officer and Corporate Secretary, from October 2019 to April 2023. In those roles, she led the company through its IPO and transformation to a multi-product platform company. Prior to joining Olo, from September 2011 to December 2018, Ms. Das led AppNexus Inc. (acquired by AT&T), an advertising technology company, through a period of hyper growth as the Chief Legal and People Officer where she oversaw the company’s global legal and corporate development, and people and culture strategy. Prior to AppNexus, Ms. Das served as an attorney in the New York office of Goodwin Procter LLP where she represented public and private technology companies. Ms. Das holds a B.A. in Business Administration (Finance) from the South Carolina Honors College at University of South Carolina and a J.D. from Brooklyn Law School. Ms. Das was selected to serve on our Board of Directors because of her extensive experience working with high-technology software and advertising technology companies and her strong operational and legal expertise.

  16. Kathryn (Kate) Taneyhill Jhaveri

    Kathryn (Kate) Taneyhill Jhaveri Kate Taneyhill Jhaveri has served as a director of our Company since August 2021. Ms. Taneyhill Jhaveri has served as the Global Head of Marketing of TikTok, a social media platform for creating, sharing and discovering short videos, where she oversees consumer and brand marketing, since November 2022. From 2019 to 2022, she served as Executive Vice President and Chief Marketing Officer of the National Basketball Association (NBA) where she led global marketing, research and analytics and was responsible for driving revenue, commerce and brand growth for the NBA, NBAG League and NBA 2K League globally. From 2017 to 2019, Ms. Taneyhill Jhaveri served as the Chief Marketing Officer of Twitch Interactive, a subsidiary of Amazon.com, Inc. (Nasdaq: AMZN). Between 2013 and 2017, Ms. Taneyhill Jhaveri was Head of Consumer Marketing at Twitter, Inc. (NYSE: TWTR). Prior to 2013, Ms. Taneyhill Jhaveri was Head of Brand Marketing at Facebook, Inc. (Nasdaq: FB) and spent seven years at Microsoft Corporation (Nasdaq: MSFT) overseeing the marketing communications team for Windows, Internet Explorer and Bing.com. Ms. Taneyhill Jhaveri holds a B.A. from College of the Holy Cross and an M.B.A. from Dartmouth College’s Tuck School of Business. Ms. Taneyhill Jhaveri was selected to serve on our Board of Directors because of her strong marketing and operational expertise in the high-technology industry, as well as extensive experience with advertisers and advertising.

  17. Mark Zagorski

    Mark Zagorski Mark Zagorski has served as a director of our Company since April 2024. Mr. Zagorski has served as Chief Executive Officer and director of DoubleVerify Holdings, Inc., a software platform for digital media measurement, data and analytics, since July 2020. Prior to that, Mr. Zagorski served as Chief Executive Officer of Telaria (NYSE: TLRA) from July 2017 to April 2020 and, following Telaria’s merger with Rubicon Project, served as President and Chief Operating Officer for Rubicon Project (now Magnite, Inc.) (Nasdaq: MGNI) through June 2020. Prior to that, Mr. Zagorski was Chief Executive Officer of eXelate from December 2010 until its acquisition by the Nielsen Company in March 2015, and continued to manage the eXelate business as Executive Vice President of Nielsen Marketing Cloud through June 2017. Mr. Zagorski has over 20 years of digital advertising leadership experience and held previous management positions in companies including MediaSpan, WorldNow and Modem Media. Mr. Zagorski received an M.B.A. from the University of Rochester’s Simon School of Business and a B.S. in Finance from Gannon University, where he also received an Honorary Doctorate of Humane Letters. Mr. Zagorski was selected to serve on our Board of Directors because of his strong technology and operational experience, and track record with advertisers and brand safety.

  18. Class II Directors (with terms expiring at the 2026 Annual Meeting of Stockholders)

    Class II Directors (with terms expiring at the 2026 Annual Meeting of Stockholders)

  19. Yaffa Krindel

    Yaffa Krindel Yaffa Krindel has served as a director of our Company since April 2022. Ms. Krindel has served as a director of Ashdod Port Company since May 2022 and also serves as a director of several privately held companies. Ms. Krindel served on the board of the following publicly traded companies until their acquisition or merger: BreezeCOM Ltd. (Nasdaq: BRZE) from August 1993 until August 2001, Fundtech Ltd. (Nasdaq: FNDT) from February 2004 until November 2011, Voltaire Ltd. (Nasdaq:VOLT) from February 2008 until February 2011, Syneron Medical Ltd. (Nasdaq: ELOS) from November 2005 until July 2017, Itamar Medical Ltd. (Nasdaq: ITMR) from June 2016 until December 2021 and Sol Gel Technologies (Nasdaq: SLGL) from March 2018 until July 2023. From 1997 to 2007, Ms. Krindel served as Managing Partner of Star Ventures, a German-Israeli venture capital firm. Previous leadership roles included Chief Financial Officer and VP Finance of Lannet Data Communications Ltd. (Nasdaq: LNTF) from February 1992 until June 1996 and corporate treasurer of Rotem Amfert from April 1986 until January 1992. Ms. Krindel holds a B.A. in Economics and Far Eastern Studies from the Hebrew University of Jerusalem and an M.B.A. from the Tel Aviv University, both with distinction. Ms. Krindel was selected to serve on our Board of Directors because of her financial, investment and accounting expertise, her broad experience with technology companies and her experience serving on both public and private company boards.

  20. Arne Wolter

    Arne Wolter Arne Wolter has served as a director of our Company since April 2019. Mr. Wolter has served as Chief Revenue Officer since April 2024 of Statista, a data and business intelligence company, and Chief Sales and Marketing Officer since September 2021. Previously, Mr. Wolter was Chief Digital Officer at Gruner + Jahr (“G+J”), the publishing division of European media conglomerate Bertelsmann AG, from October 2015 until April 2021 and led G+J’s digital business and further digital transformation. He served as non-operational Managing Director of Ligatus, a subsidiary of G+J, from September 2008 until May 2019. Mr. Wolter also served as Chairman of the Supervisory Board of trnd AG from July 2014 until June 2016. Mr. Wolter holds an M.B.A. from the University of Rhode Island and a joint master’s degree in civil engineering and business administration from Technische Universität Braunschweig, in Germany. Mr. Wolter was selected to serve on our Board of Directors because of his extensive experience with publishers and operational expertise in the high-technology industry.

  21. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Our Board has adopted a non-employee director compensation program pursuant to which each non-employee director will be eligible to receive certain cash and equity compensation as further described below. Effective March 1, 2023, our non-employee directors were compensated under our non-employee director compensation program as follows: •upon commencement of service on the Board, an RSU award under our Long-Term Incentive Plan (LTIP) at a value of $250,000, limited to 30,000 RSUs, vesting over a period of three years on a quarterly basis, subject to the non-employee director's continuous service through each applicable vesting date; •an annual RSU award of $175,000, limited to 20,000 RSUs, which vests over a period of three years on a quarterly basis, subject to the non-employee director's continuous service through each applicable vesting date; •an annual $40,000 cash retainer; •an annual $80,000 cash retainer payable to the Board Chair (in lieu of the annual cash retainer above); •an annual additional $10,000 cash retainer payable to Audit Committee members, with an additional $10,000 cash retainer payable to the Audit Committee Chair; •an annual additional $7,500 cash retainer payable to Compensation and Human Capital Management Committee ("Compensation Committee") members, with an additional $7,500 cash retainer payable to the Compensation Committee Chair; and •an annual additional $3,000 cash retainer payable to Nominating and Corporate Governance Committee members, with an additional $3,000 cash retainer payable to the Nominating and Corporate Governance Committee Chair. As previously disclosed, the above program represents several changes from our prior non-employee director compensation program. Prior to March 2023, our non-employee director compensation program did not provide for limits on the initial or annual RSU grants and provided for a cash retainer payable to the Nominating and Corporate Governance Committee Chair of $3,500, which was reduced to $3,000. In addition, non-employee directors who are affiliated with our pre-IPO venture capital investors were not compensated for their service on our Board. These directors include Shlomo Dovrat and Yoni Cheifetz. Effective March 2023, all non-employee directors are eligible under the non-employee director compensation program unless any such non-employee director declines receipt of such compensation by written notice to us. Overall, our non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

  22. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets forth information concerning the compensation that we paid or awarded to our non-employee directors during the fiscal year ended December 31, 2023. For more information on the compensation of our directors who were also our Co-CEOs, see below under “Executive Compensation.” Mr. Cheifetz and Mr. Dovrat (our non-employee directors who are affiliated with our pre-IPO venture capital investors) waived cash compensation for service on our Board for 2023. Mr. Zagorski joined our Board in April 2024 and accordingly did not receive any compensation for 2023.

  23. 2023 Director Compensation Table

    | Name(1) | Fees Paid in Cash ($) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Yoni Cheifetz | — | 144,600 | — | 144,600 | | Nithya B. Das | 39,583 | 144,600 | $— | $184,183 | | Shlomo Dovrat | — | 144,600 | — | 144,600 | | Kate Taneyhill Jhaveri | 50,500 | 96,400 | — | 146,900 | | Yaffa Krindel | 67,500 | 96,400 | — | 163,900 | | Arne Wolter | 46,083 | 96,400 | — | 142,483 |

  24. 2023 Director Compensation Table

    (1)Ms. Das’s compensation is prorated because she joined the Board in February 2023. (2)Represents the aggregate grant date fair value of stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). A discussion of the assumptions used in calculating the fair value of such awards may be found in Note 13 to our 2023 audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 8, 2024. Amounts reflect the grant date fair value of RSU awards granted on June 5, 2023 which vest ratably on a quarterly basis over a three-year period. As of December 31, 2023, Ms. Das, Mr. Dovrat and Mr. Cheifetz had 22,500 outstanding unvested RSUs, and Ms. Jhaveri, Ms, Krindel and Mr. Wolter had 15,000 outstanding unvested RSUs from the June 5, 2023 grant.

  25. Board Committees

    Board Committees Our Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each of which has the composition and responsibilities described below. Members will serve on these committees until their resignation or until otherwise determined by our Board. Each of the Audit, Compensation, and Nominating and Corporate Governance Committees operates pursuant to a written charter, and each committee will review and assess the adequacy of its charter annually, submitting any changes to the Board for approval. Each of the standing committee charters is available on our website at investors.outbrain.com under “Governance” by clicking on “Documents & Charters.” The following table describes which directors currently serve on each of the below standing Board committees.

  26. Board Committees

    | Name: | Nominating and Corporate Governance Committee | Compensation Committee | Audit Committee | | Nithya B. Das | — | C | — | | Shlomo Dovrat | — | M | M | | Yaron Galai | — | — | — | | David Kostman | — | — | — | | Yaffa Krindel | — | — | C | | Kate Taneyhill Jhaveri | M | M | — | | Arne Wolter | C | — | M | | Mark Zagorski | M | — | — | | M = Member | | | | | C = Chair | | | |

  27. Board Committees

    Ms. Krindel was appointed to serve as Chair of the Audit Committee in January 2023, and resigned from the Compensation Committee in December 2023. Ms. Das was appointed to serve on the Compensation Committee at the time of her appointment to the Board in February 2023, and was appointed to Chair the Compensation Committee in April 2024. In May 2023, Mr. Dovrat resigned from the Nominating and Corporate Governance Committee. In April 2024, Mr. Cheifetz resigned from the Board and Mr. Wolter was appointed to serve on the Audit Committee to fill the vacancy created by Mr. Cheifetz's departure. Mr. Zagorski was appointed to serve on the Nominating and Corporate Governance Committee at the time of his appointment to the Board in April 2024. Set forth below are summaries of the responsibilities of each of our standing Board committees. Members will serve on these committees until their resignation or until otherwise determined by the Board of Directors.

  28. Compensation Philosophy and Process

    Compensation Philosophy and Process Outbrain operates in a highly competitive and continually changing market. Attracting, developing and retaining qualified executives who increase stockholder value by achieving our financial and strategic growth plans and objectives remain key to our success. Our goal is to provide compensation that emphasizes pay-for-performance, rewarding those who achieve or exceed their goals, and seeking to drive long-term value for our stockholders through the use of both short-term and long-term incentive programs. Our compensation program is designed to: •Attract, retain and motivate superior executive talent; •Provide incentives that award the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; and •Align executive interests with those of stockholders through short-term and long-term incentives linked to performance. Role of the Compensation Committee. Pursuant to its charter, our Compensation Committee is charged with determining and approving the compensation and benefits of each executive officer, including our named executive officers, and other members of senior leadership on an annual basis, with the goal of achieving a compensation program and total compensation paid to our executive officers and senior leadership in line with our compensation philosophy. In determining compensation for our executive officers, the Compensation Committee may consider, among other factors, compensation for comparable positions in the market and the historical compensation levels of our executive officers, performance as compared to our expectations and objectives, and our desire to motivate our executive officers to achieve short- and long-term results that are consistent with our business strategies and objectives. Based on this review, the Compensation Committee is responsible for approving the compensation of each executive officer. Role of Management. Management assists the Compensation Committee by preparing information and materials for matters under consideration by the committee. Our CEO and our Chief People Officer also generally attend Compensation Committee meetings to participate in discussions and our Chief People Officer is asked to provide information regarding executive performance and compensation matters to the committee. In addition, as part of its review process, the Compensation Committee meets with the CEO to discuss their recommendations regarding the compensation of each executive officer, (other than themselves), and other members of senior leadership.

  29. 2023 Summary Compensation Table

    2023 Summary Compensation Table The table below sets forth the annual compensation awarded or paid to our named executive officers for the years ended December 31, 2023 and 2022.

  30. 2023 Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(a) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(b) | All Other Compensation ($)(c) | Total ($) | | Yaron Galai(d) | 2023 | 430,000 | — | 361,500 | — | 204,336 | 3,720 | $999,556 | | Co-Chief Executive Officer | 2022 | 430,000 | — | 517,500 | — | 68,800 | 4,575 | 1,020,875 | | David Kostman(d) | 2023 | 430,000 | — | 542,250 | — | 255,936 | — | 1,228,186 | | Co-Chief Executive Officer | 2022 | 430,000 | — | 776,250 | — | 137,600 | — | 1,343,850 | | Jason Kiviat(d) | 2023 | 330,000 | — | 265,100 | — | 131,670 | 4,187 | 730,957 | | Chief Financial Officer | 2022 | 280,000 | — | 618,150 | — | 66,750 | 3,170 | 968,070 |

  31. 2023 Summary Compensation Table

    (a)For 2023, these amounts represent the aggregate grant date fair value of RSU awards granted in 2023 as computed in accordance with ASC 718. A discussion of our methodology for determining grant date fair value may be found in Note 13 to our 2023 audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 8, 2024. The vesting terms of the RSUs are described below in “Outstanding Equity Awards at Fiscal Year-End.” (b)For 2023, represents payouts under our 2023 annual bonus program, paid in 2024. For 2022, represents payouts under our 2022 annual bonus program, paid in 2023. The annual bonus programs are described below under “Disclosure to the Summary Compensation Table – Bonus and Non-Equity Incentive Plan Compensation.” (c)The amount contributed to our tax qualified 401(k) plan as Company matching contributions. Our 401(k) plan is available to all U.S. employees. (d)Mr. Galai and Mr. Kostman served as our Co-Chief Executive Officers until Mr. Galai stepped down from the Co-Chief Executive Officer role in April 2024. Mr. Kostman became our sole Chief Executive Officer in April 2024. Mr. Kiviat became our Chief Financial Officer in July 2022.

  32. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information concerning unexercised options and unvested RSUs outstanding as of December 31, 2023, for each named executive officer.

  33. 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 (#) un-exercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#)(1) | Market value of shares or units of stock that have not vested ($)(2) | 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 ($) | | Yaron | 12/24/2020 | 110,285 | 36,774(3) | — | 10.95 | 12/24/2030 | — | — | — | — | | Galai | 12/24/2020 | — | — | — | — | — | 14,704(4) | 64,404 | — | — | | | 04/19/2022 | — | — | — | — | — | 28,125(4) | 123,188 | — | — | | | 06/05/2023 | — | — | — | — | — | 60,937(4) | 266,904 | — | — | | David | 12/24/2020 | 165,424 | 55,164(3) | — | 10.95 | 12/24/2030 | — | — | — | — | | Kostman | 12/24/2020 | — | — | — | — | — | 22,065(5) | 96,645 | — | — | | | 04/19/2022 | — | — | — | — | — | 42,187(5) | 184,779 | — | — | | | 06/05/2023 | — | — | — | — | — | 91,406(5) | 400,358 | — | — | | Jason | 03/25/2014 | 2,941 | — | — | 7.77 | 03/25/2024 | — | — | — | — | | Kiviat | 09/30/2014 | 918 | — | — | 7.67 | 09/30/2024 | — | — | — | — | | | 09/30/2014 | 918 | —(6) | — | 7.67 | 09/30/2024 | — | — | — | — | | | 04/15/2016 | 2,647 | — | — | 8.26 | 04/15/2026 | — | — | — | — | | | 06/07/2017 | 5,882 | — | — | 7.34 | 06/07/2027 | — | — | — | — | | | 12/24/2020 | — | — | — | — | — | 4,411(7) | 19,320 | — | — | | | 04/19/2022 | — | — | — | — | — | 5,062(7) | 22,172 | — | — | | | 07/24/2022 | — | — | — | — | — | 62,500(7) | 273,750 | — | — | | | 06/05/2023 | — | — | — | — | — | 44,687(7) | 195,729 | — | — |

  34. Outstanding Equity Awards at Fiscal Year-End

    _________________________________________________________________________ (1)RSUs granted prior to 2022 were subject to both a performance-based vesting condition contingent upon an exit event, as well as service-based vesting conditions. The performance-based vesting condition was achieved upon the completion of the Company’s IPO in July 2021. The RSU awards remain subject to the original service-based vesting conditions as described in the below footnotes. RSUs granted in 2022 and after are only subject to a service-based vesting condition. (2)Fair market value of our common stock used to determine the value of the awards listed in the table is $4.38, our closing market price on December 29, 2023. (3)Represents 147,059 options granted to Mr. Galai and 220,588 options granted to Mr. Kostman on December 24, 2020, of which 36,774 and 55,164, respectively, remain unvested. Such options vest in equal monthly installments over 48 months. (4)Represents RSUs that remain unvested of the 58,824 granted on December 24, 2020, 50,000 granted on April 19, 2022 and 75,000 granted on June 5, 2023, respectively. Such RSUs vest quarterly in equal increments over 16 quarters. (5)Represents RSUs that remain unvested of the 88,235 granted on December 24, 2020, 75,000 granted on April 19, 2022 and 112,500 granted on June 5, 2023, respectively. Such RSUs vest quarterly in equal increments over 16 quarters. (6)The stock appreciation right ("SAR") and employee stock option were granted in tandem. Accordingly, the exercise of one results in the expiration of the other. Upon exercise of the SAR, the grantee shall receive an amount in cash equal to (i) the excess of the fair market value of a share of common stock of the Company over the per share exercise price of the underlying SAR multiplied by (ii) the number of shares with respect to which the SAR is being exercised. If not exercised, these SARs will expire September 30, 2024. (7)Represents RSUs that remain unvested of the 17,647 granted on December 24, 2020, 9,000 granted on April 19, 2022, 100,000 granted on July 24, 2022 and 55,000 granted on June 5, 2023, respectively. Such RSUs vest quarterly in equal increments over 16 quarters.

  35. Registration Rights to Directors and Officers

    Registration Rights to Directors and Officers Our investors’ rights agreement entitles those stockholders who are a party to such agreement to certain registration rights following the closing of our IPO. In accordance with this agreement, and subject to conditions listed below, certain entities that beneficially own or owned more than 5% of our outstanding stock or are our directors or executive officers are entitled to certain registration rights under the agreement, namely Viola Ventures, RM Hamburg Holding GmbH (formerly Gruner + Jahr GmbH), our Co-Founder and Board Chair, Yaron Galai, and our former executive officer Co-Founder and General Manager, Israel, Ori Lahav. Form S-1 Demand Rights. Beginning six months following the closing of our IPO and until the fifth anniversary thereafter, upon the written request of the holders of more than 35% of the common stock issued upon conversion of the convertible preferred stock and held by our former preferred stockholders, we are required to file a registration statement in respect of the common stock held by our former preferred stockholders. Following a request to effect such a registration, we are required to give written notice of the request to the other holders of registrable securities and offer them an opportunity to include their stock in the registration statement. We are not required to effect more than two registrations on Form S-1 and we are only required to do so if the minimum aggregate offering price stated in any such demand is at least $5.0 million. Form S-3 Demand Rights. Upon the written request of any former preferred stockholder holding common stock issued upon conversion of the convertible preferred stock, we are required to file a registration statement on Form S-3 in respect of the common stock held by our former preferred stockholders. Following a request to effect such a registration, we are required to give written notice of the request to the other holders of registrable securities and offer them an opportunity to include their stock in the registration statement. We are not required to effect a registration on Form S-3 if we have already effected a registration on Form S-3 within the nine month period preceding the date of such request and are only required to do so if the aggregate price to the public, net of any underwriters’ discounts or commissions, from any such registration is estimated to be at least $1.0 million. Piggyback registration rights. Stockholders holding registrable securities also have the right to request that we include their registrable securities in any registration statement filed by us in the future for the purposes of a public offering for cash, subject to specified exceptions. Holders of registrable securities continue to have the right to include any registrable securities in subsequent piggyback registration statements regardless of whether the holder has opted out of such past registration statements. Cutback. In the event that the managing underwriter advises us in writing that marketing factors require a limitation on the number of shares that can be included in a registered offering, the shares will be included in the registration statement in an agreed order of preference among the holders of registration rights. We have first preference but the aggregate amount of registrable securities registered for our stockholders may not be reduced below 25% of the aggregate amount of securities included in the offering. Termination. With respect to any of our holders of registrable securities that hold less than 1% of our outstanding equity securities, registration rights terminate when the shares held by such stockholder can be sold within a three-month period under Rule 144. Expenses. We will pay all expenses in carrying out the foregoing registrations other than any underwriting discounts and commissions.