| | Date and Time May 28, 2024 at 9:00 a.m. (Eastern time) / 4:00 p.m. (Israel time) | | | | | Location Virtual annual meeting of shareholders conducted via live audio webcast at: www.virtualshare-holdermeeting.com/TBLA2024 | | | | | Record Date The Board has fixed the close of business on April 19, 2024, as the Record Date for determining shareholders entitled to notice of and to vote at the meeting. |
| 1 | | | To re-elect three Class III directors; | |
| 2 | | | To approve an advisory proposal on executive compensation; | |
| 3 | | | To approve an increase to non-employee director compensation and approve and ratify certain director expenses; and | |
| 4 | | | To re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as Taboola’s independent registered public accounting firm for the year ending December 31, 2024. | |
| Our Board of Directors, or Board, unanimously recommends that shareholders vote FOR each of the above Proposals which are described in the proxy statement. | |
| 1 | | | To re-elect three Class III directors. | |
| 2 | | | To approve an advisory proposal on executive compensation. | |
| 3 | | | To approve an increase to non-employee director compensation and approve and ratify certain director expenses. | |
| 4 | | | To re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2024. | |
| | | 2023 ($) | | | 2022 ($) | | |
| Revenue | | | 1,439.7 | | | 1,401.2 | |
| Gross Profit | | | 425.6 | | | 464.3 | |
| ex-TAC Gross Profit* | | | 535.8 | | | 569.6 | |
| Net loss | | | (82.0) | | | (12.0) | |
| Adjusted EBITDA* | | | 98.7 | | | 156.7 | |
| Non-GAAP Net Income* | | | 32.6 | | | 91.4 | |
* | See “Non-GAAP Financial Measures” beginning on page 64 of the 2023 Annual Report on Form 10-K for reconciliations of non-GAAP financial measures to the comparable GAAP measures. |
| Name and Principal Occupation | | | Class | | | Age | | | Current Committee Membership | | | Director Since | | | Current Term Expires | | | Nominated for Term Expiring | |
| Class III Director Nominees | | ||||||||||||||||||
| Zvi Limon General Partner and Co-Founder, Magma Venture Partners | | | III | | | 65 | | | Audit; Compensation | | | 2007 | | | 2024 | | | 2027 | |
| Monica Mijaleski Chief Financial Officer, Yahoo! | | | III | | | 48 | | | None | | | 2023 | | | 2024 | | | 2027 | |
| Adam Singolda Founder and CEO, Taboola.com Ltd. | | | III | | | 42 | | | None | | | 2007 | | | 2024 | | | 2027 | |
| Continuing Directors | | ||||||||||||||||||
| Deirdre Bigley Retired Chief Marketing Officer, Bloomberg L.P. | | | I | | | 59 | | | Audit | | | 2021 | | | 2025 | | | | |
| Lynda Clarizio Retired President of U.S. Media, Nielsen Holdings plc | | | I | | | 63 | | | Nominating and Governance | | | 2021 | | | 2025 | | | | |
| Erez Shachar Co-founder and Managing Partner, Qumra Capital Management Ltd. | | | I | | | 60 | | | Compensation; Nominating and Governance | | | 2007 | | | 2025 | | | | |
| Nechemia J. Peres Managing General Partner and Co-Founder, Pitango Venture Capital | | | II | | | 65 | | | Compensation; Nominating and Governance | | | 2013 | | | 2026 | | | | |
| Richard Scanlon Founding Partner, Marker LLC | | | II | | | 54 | | | Audit | | | 2018 | | | 2026 | | | | |
| Gilad Shany Managing Partner, ION Crossover Partners Ltd. | | | II | | | 47 | | | Audit; Nominating and Governance | | | 2021 | | | 2026 | | | |
| | | 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 recently adopted SEC rules | | | | | Mitigate dilution by use of a net issuance mechanism for certain executives and our share buyback program | | ||
| | | 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 | | ||
| | | 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 | |
| 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 | |
• | The highest personal and professional ethics and integrity; |
• | Proven achievement and competence in their respective field and the ability to exercise sound business judgment; |
• | Skills that are complementary to those of the existing Board; |
• | 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 |
• | 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. |
| TOTAL NUMBER OF DIRECTORS | | | 9 | | |||
| | | Female | | | Male | | |
| PART I: GENDER IDENTITY | | | | | | ||
| Directors | | | 3 | | | 6 | |
| PART II: DEMOGRAPHIC BACKGROUND | | | | | | ||
| Asian | | | 1 | | | 0 | |
| White | | | 2 | | | 6 | |
| AUDIT COMMITTEE | | | | ||||
| Current Membership: Richard Scanlon (Chair); Deirdre Bigley; Zvi Limon; Gilad Shany Meetings Held: 5 | | | Primary Responsibilities: | | |||
| (i) | | | retaining and, if so determined, terminating our independent auditors, subject to ratification by the Board, and in the case of retention, subject to ratification by the shareholders; | | |||
| (ii) | | | pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms; | | |||
| (iii) | | | overseeing the accounting and financial reporting processes of our Company; | | |||
| (iv) | | | managing audits of our financial statements; | | |||
| (v) | | | preparing all reports as may be required of an audit committee under the rules and regulations promulgated under the Securities Exchange Act of 1934 (“Exchange Act”); | | |||
| (vi) | | | reviewing with management and our independent auditor our annual and quarterly financial statements prior to publication, filing, or submission to the SEC; | | |||
| (vii) | | | recommending to the Board the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Israeli Companies Law, 5759-1999, or the Companies Law, as well as approving the yearly or periodic work plan proposed by the internal auditor; | | |||
| (viii) | | | reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that may have a material impact on the financial statements; | | |||
| (ix) | | | identifying irregularities in our business administration, inter alia, by consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the Board; | | |||
| (x) | | | reviewing policies and procedures with respect to transactions (other than transactions related to compensation or terms of services) between the Company and officers and directors, affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law; and | | |||
| (xi) | | | establishing procedures for handling employee complaints relating to the management of our business and the protection to be provided to such employees. | | |||
| All members meet the independence requirements of the listing standards of Nasdaq and the rules and regulations of the SEC. Each member of the Audit Committee meets the financial literacy requirements of the current listing standards. In addition, the Board has determined that Richard Scanlon is an Audit Committee financial expert (as defined by SEC rules). | |
| COMPENSATION COMMITTEE | | ||||||
| Current Membership: Erez Shachar (Chair); Zvi Limon; Nechemia J. Peres Meetings Held: 7 | | | Primary Responsibilities: | | |||
| (i) | | | recommending to our Board for its approval a compensation policy, in accordance with the requirements of the Companies Law, as well as other compensation policies, incentive-based compensation plans, and equity-based compensation plans, overseeing the development and implementation of such policies, and recommending to our Board any amendments or modifications the committee deems appropriate, including as required under the Companies Law; | | |||
| (ii) | | | reviewing and approving the granting of options and other incentive awards to our Chief Executive Officer and other executive officers; reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers; evaluating their performance in light of such goals and objectives; | | |||
| (iii) | | | approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law; | | |||
| (iv) | | | administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting such plans, and the awards and agreements issued pursuant thereto, and making and determining the terms of awards to eligible persons under the plans; and | | |||
| (v) | | | establishing, approving and administering policies with respect to the recovery or “clawback” of incentive-based compensation in accordance with SEC, Companies Law and applicable national securities exchange listing standard requirements. | | |||
| All members meet the independence requirements of the listing standards of Nasdaq. | |
| NOMINATING AND GOVERNANCE COMMITTEE | | ||||||
| Current Membership: Lynda Clarizio (Chair); Nechemia J. Peres; Erez Shachar; Gilad Shany Meetings Held: 2 | | | Primary Responsibilities: | | |||
| (i) | | | overseeing and assisting our Board in reviewing and recommending nominees for election of directors; | | |||
| (ii) | | | assessing the performance of the members of our Board; | | |||
| (iii) | | | establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to our Board a set of corporate governance guidelines applicable to our business; and | | |||
| (iv) | | | overseeing the Company’s strategies, policies, and practices relating to environmental, social and governance matters. | | |||
| All members meet the independence requirements of the listing standards of Nasdaq. | |
(i) | held directly or indirectly by the director including shares held in joint accounts; |
(ii) | held by a trust of which the director is a trustee or a primary beneficiary; and |
(iii) | the receipt of which were deferred under any Company approved deferred compensation plan or arrangement for non-employee directors, so long as such shares are vested. |
| Name | | | Fees earned or paid in cash ($) | | | Stock Awards ($)(1) | | | Total ($) | |
| Deirdre Bigley(1) | | | 45,000 | | | 180,000 | | | 225,000 | |
| Lynda Clarizio(1) | | | 42,500 | | | 180,000 | | | 222,500 | |
| Zvi Limon(1) | | | 127,500 | | | 180,000 | | | 307,500 | |
| Nechemia J. Peres(1) | | | 45,500 | | | 180,000 | | | 225,500 | |
| Rick Scanlon(1) | | | 55,000 | | | 180,000 | | | 235,000 | |
| Erez Shachar(1) | | | 53,000 | | | 180,000 | | | 233,000 | |
| Gilad Shany(1)(2) | | | 48,000 | | | 180,000 | | | 228,000 | |
| Monica Mijaleski | | | 35,000 | | | 360,000 | | | 395,000 | |
(1) | As of December 31, 2023, each of these non-employee directors had 51,370 unvested RSUs which will vest 100% on July 1, 2024, subject to their continuous Board service through the vesting date. |
(2) | As of December 31, 2023, Mr. Shany had 59,211 vested RSUs. The RSUs will not convert to Ordinary shares until the satisfaction of an additional time-based settlement condition to occur in August 2024. The settlement is not conditioned on Mr. Shany’s continuous service through the settlement date. |
• | the Class I directors are Deirdre Bigley, Lynda Clarizio and Erez Shachar, and their terms will expire at our annual meeting of shareholders to be held in 2025; |
• | the Class II directors are Nechemia J. Peres, Richard Scanlon and Gilad Shany, and their terms will expire at the annual meeting of shareholders to be held in 2026; and |
• | the Class III directors are Zvi Limon, Monica Mijaleski and Adam Singolda, and their terms will expire at the Annual Meeting. |
| The Board of Directors unanimously recommends that you vote FOR each of the nominees for director. | |
Zvi Limon Independent Chairman of the Board | General Partner and Co-Founder, Magma Venture Partners | Age:65 | 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. | |
Monica Mijaleski Not Independent | Chief Financial Officer, Yahoo! | Age: 48 | 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. | |
Adam Singolda Not Independent | Founder and CEO, Taboola.com Ltd. | Age: 42 | 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 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. | |
Deirdre Bigley Independent | Retired Chief Marketing Officer, Bloomberg L.P. | Age: 59 | Director since: 2021 | Committees: Audit Committee Ms. Bigley has served on Taboola’s Board since April 2021. Ms. Bigley joined Bloomberg, L.P., a global business and financial information and news leader, in 2009 and served as the Chief Marketing Officer from 2013 to 2021. Prior to joining Bloomberg, L.P., Ms. Bigley spent thirteen years at International Business Machines Corporation (IBM), serving in several capacities, including Vice President of Worldwide Advertising and Interactive, and Vice President of Worldwide Brand. Ms. Bigley serves on the boards of directors of: Shutterstock, Inc. (NYSE: SSTK) a global supplier of commercial imagery, video and music since May 2016; Wix.com Ltd. (Nasdaq: WIX), a cloud based development platform, since November 2017; and Sportradar Group AG (Nasdaq: SRAD), a sports betting and sports entertainment company, since April, 2021. Ms. Bigley holds a B.A. in English from West Chester University. | |
Ms. Bigley’s extensive marketing leadership experience, together with her corporate background, enable her to advise our Board on key strategic and operational issues. | |
Lynda Clarizio Independent | Retired President of U.S. Media, Nielsen Holdings plc | Age: 63 | Director since: 2021 | Committees: Nominating and Governance Committee (Chair) Ms. Clarizio has served on Taboola’s Board since April 2021. Ms. Clarizio has over 20 years of experience in the media industry growing and scaling businesses with a focus on data and technology. She currently is the Co-Founder and General Partner of The 98, an early stage venture fund investing in tech-enabled businesses led by women. Ms. Clarizio previously served as President of U.S. Media at Nielsen Holdings plc, a global measurement and data analytics company, where she worked from 2013 to 2018. From 2012 to 2013 she served as Executive Vice President, Corporate Development and Operations of AppNexus, Inc., a programmatic advertising platform. From 2009 to 2012, Ms. Clarizio served as Chief Executive Officer and President of InVision, Inc., a provider of multi-platform advertising solutions. From 1999 to 2009, she held a variety of executive positions with AOL Inc., a media technology company, including President of Platform-A (AOL’s global advertising business) and President of Advertising.com (an AOL subsidiary). Prior to joining AOL, Ms. Clarizio was a partner in the Washington, DC law firm Arnold & Porter, where she practiced law from 1987 through 1999. Ms. Clarizio is a member of the boards of directors of CDW Corporation, Intertek Group plc, Emerald Holding, Inc., Simpli.fi Holdings, Cambri and Human Rights First. She is a graduate of Princeton University, where she earned an A.B., and of Harvard Law School, where she earned a J.D. | |
Ms. Clarizio’s extensive media and data analytics industry leadership experience, together with her corporate development and legal background, enable her to advise our Board on key strategic and operational issues. | |
Erez Shachar Independent | Co-founder and Managing Partner, Qumra Capital Management Ltd | Age: 60 | 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. | |
Nechemia J. Peres Independent | Managing General Partner and Co-Founder, Pitango Venture Capital | Age: 65 | 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. | |
Richard Scanlon Independent | Founding Partner, Marker LLC | Age: 54 | 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. | |
Gilad Shany Independent | Managing Partner, ION Crossover Partners Ltd. | Age: 47 | Director since: 2021 | Committees: Audit Committee; Nominating and Governance Committee Mr. Shany has served on Taboola’s Board since June 2021. In 2018, Mr. Shany co-founded ION Crossover Partners Ltd., an Israeli-based crossover fund, where he currently serves as the Managing Partner. Prior to co-founding ION Crossover Partners, Mr. Shany served as General Partner of Magma Venture Partners. He previously served as Vice President of Baron Capital, where he gained over 10 years of experience investing in innovative growth companies in public and private markets. He led investments with various international companies, including Tesla Inc. (Nasdaq: TSLA), Mobileye NV (acquired by Intel $15.3BN), Mellanox Technologies (acquired by NVIDIA $6.9BN), Varonis Systems Inc. (Nasdaq: VRNS), Fiverr (NYSE: FVRR) and Monday.com (Nasdaq: MNDY), among others. Prior to that Mr. Shany spent 14 years with the Israel Air Force and served as Head of Aerial Defense in the Israel Air Force from 2007 to 2008. Mr. Shany holds a B.S. degree in Physics, Astronomy, and Philosophy from Tel Aviv University in Israel and an M.B.A from the Wharton School at 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. | |
(a) | RESOLVED, that the re-election of Zvi Limon as a Class III director of the Company, for a term of approximately three years that expires at the third annual general meeting of shareholders to be held following his re-election, and until the due election and qualification of his successor, be, and hereby is, approved in all respects. |
(b) | RESOLVED, that the re-election of Monica Mijaleski as a Class III director of the Company, for a term of approximately three years that expires at the third annual general meeting of shareholders to be held following her re-election, and until the due election and qualification of her successor, be, and hereby is, approved in all respects. |
(c) | RESOLVED, that the re-election of Adam Singolda as a Class III director of the Company, for a term of approximately three years that expires at the third annual general meeting of shareholders to be held following his re-election, and until the due election and qualification of his successor, be, and hereby is, approved in all respects. |
| NAME | | | AGE | | | POSITION | |
| Adam Singolda | | | 42 | | | Founder and Chief Executive Officer | |
| Stephen Walker | | | 54 | | | Chief Financial Officer | |
| Eldad Maniv | | | 55 | | | President and Chief Operating Officer | |
| Lior Golan | | | 53 | | | Chief Technology Officer | |
| Kristy Sundjaja | | | 46 | | | Chief People Officer | |
• | Base salaries: None of the NEOs received base salary increases in 2023. See “Base Salaries” in this CD&A for details. |
• | Annual short-term cash incentives: In 2023, Adjusted EBITDA exceeded the target performance goal, and ex-TAC Gross Profit did not meet the target performance goal, resulting in an overall award payout of 103%. See “Annual Short-Term Incentive Compensation” in this CD&A for details. |
• | Annual long-term incentive compensation: For 2023, 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. See “Long-Term Incentive Compensation” in this CD&A for details. |
• | To recognize the completion of the Yahoo partnership, the Committee approved a one-time closing cash bonus and a one-time special long-term performance-based cash award to certain of our NEOs. |
○ | One-time Transaction Closing Cash Bonus: Cash bonuses were approved by the Committee in the amount of $400,000 each to Messrs. Singolda, Walker and Maniv. Messrs. Maniv and Walker received their awards in January 2023, upon the closing of the Yahoo partnership. Mr. Singolda received his award in June 2023 following required shareholder approval at the Company’s 2023 annual meeting of shareholders. |
○ | Long-Term Performance-based Cash Award: To hold certain key executive officers accountable for executing on the Yahoo partnership and to align to the long-term interests of our shareholders, a one-time long-term performance-based cash award (“Performance Bonuses”) was granted that is earned based on the achievement of a predetermined full-year 2024 target for the Company’s adjusted free cash flow per share (“Target”). The Performance Bonuses are not payable if the Company achieves less than 75% of the Target. If the Company meets or exceeds 75% of the Target, the Performance Bonus is payable at the same percentage as the Target achievement up to 100% of the target and an accelerated rate of 125% of the achievement above 100%, subject to a cap of 150%. The Committee chose adjusted free cash flow per share because it is intended to place focus and accountability on driving Yahoo partnership results. The grant of the Performance Bonuses required shareholder approval that was obtained at the Company’s 2023 annual meeting of shareholders. See below for amounts payable based on achievement of 100% of Target for each executive officer that was granted a Performance Bonus. |
| Name | | | Award based on 100% Achievement of Target ($) | |
| Adam Singolda | | | 2,800,000 | |
| Stephen Walker | | | 1,900,000 | |
| Eldad Maniv | | | 2,050,000 | |
| Lior Golan | | | 800,000 | |
| | | 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 recently adopted SEC rules | | | | | Mitigate dilution by use of a net issuance mechanism for certain executives and our share buyback program | | ||
| | | 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 | | ||
| | | 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 | |
• | Attract, motivate and retain highly qualified executives who possess the skills and leadership necessary to grow our business; |
• | Reward our executives for achieving or exceeding our financial performance and other strategic and operational goals; |
• | Align the long-term interests of our executives with those of our shareholders; |
• | Reflect our long-term corporate strategy; and |
• | Achieve the preceding goals in a manner aligned with sound risk management and our corporate values. |
• | The performance and experience of each NEO; |
• | The scope and strategic impact of the NEO’s responsibilities; |
• | Our past business performance and future expectations; |
• | Our long-term goals and strategies; |
• | The difficulty and cost of replacing high-performing leaders with in-demand skills; and |
• | The relative compensation among our NEOs |
| Wix.com Ltd. | | | New Relic, Inc. | | | Five9, Inc. | | | Zeta Global Holdings Corp. | |
| Digital Turbine, Inc. | | | Perion Network Ltd. | | | QuinStreet, Inc. | | | Yext, Inc. | |
| DoubleVerify Holdings, Inc. | | | Integral Ad Science Holding Corp. | | | Magnite, Inc. | | | Outbrain, Inc. | |
| JFrog, Ltd. | | | Tremor International Ltd. | | | Pubmatic, Inc. | | | |
| Wix.com Ltd. | | | New Relic, Inc. (taken private in July 2023) | | | Five9, Inc. | | | Zeta Global Holdings Corp. | |
| Digital Turbine, Inc. | | | Perion Network Ltd. | | | QuinStreet, Inc. | | | Yext, Inc. | |
| DoubleVerify Holdings, Inc. | | | Integral Ad Science Holding Corp. | | | Magnite, Inc. | | | Outbrain, Inc. | |
| JFrog, Ltd. | | | Tremor International Ltd. | | | Pubmatic, Inc. | | | Monday.com Ltd. | |
| Fiverr International Ltd. | | | | | | | |
| Name | | | 2023 Base Salary ($) | | | 2022 Base Salary ($) | | | Increase YoY (%) | |
| Adam Singolda | | | 590,000 | | | 590,000 | | | 0 | |
| Stephen Walker | | | 465,000 | | | 465,000 | | | 0 | |
| Eldad Maniv | | | 461,800 | | | 461,800 | | | 0 | |
| Lior Golan | | | 461,800 | | | 461,800 | | | 0 | |
| Kristy Sundjaja | | | 360,000 | | | 360,000 | | | 0 | |
| Name | | | Target Bonus Opportunity (as % of Salary)(1) | | | Amount in Dollars ($) | |
| Adam Singolda | | | 93 | | | 550,000 | |
| Stephen Walker | | | 65 | | | 302,000 | |
| Eldad Maniv | | | 76 | | | 350,000 | |
| Lior Golan | | | 76 | | | 350,000 | |
| Kristy Sundjaja | | | 55 | | | 198,000 | |
(1) | Percentages rounded to the nearest whole percent. |
• | 70% based on achievement of an Adjusted EBITDA performance metric; and |
• | 30% based on achievement of an ex-TAC Gross Profit performance metric. |
| Performance Level | | | Adjusted EBITDA Performance % of Target | | | Adjusted EBITDA ($ in millions) | | | Payout (% of Target) | |
| Below Threshold | | | <=60 | | | <=57 | | | 0 | |
| Target | | | 100 | | | 95 | | | 100 | |
| Maximum | | | 120 | | | 114 | | | 150 | |
| Performance Level | | | Ex-TAC Performance % of Target | | | Ex-TAC ($ in millions) | | | Payout (% of Target) | |
| Below Threshold | | | <=60 | | | <=337.2 | | | 0 | |
| Target | | | 100 | | | 562 | | | 100 | |
| Maximum | | | 120 | | | 674.4 | | | 150 | |
| | | | | | | | | Adjusted EBITDA (70%) | | | Ex-TAC Gross Profit (30%) | | | | | | ||||||||||||
| NEO | | | 2023 Base Salary Rate ($) | | | Target Bonus (%) | | | Target Bonus Amount ($) | | | 2023 Target Achieved (%) | | | Payout (%) | | | 2023 Target Achieved (%) | | | Payout (%) | | | Overall Payout (%) | | | 2023 Bonus Payout ($) | |
| Adam Singolda | | | 590,000 | | | 93% | | | 550,000 | | | 104% | | | 110% | | | 95% | | | 88% | | | 103% | | | 568,700 | |
| Stephen Walker | | | 465,000 | | | 65% | | | 302,000 | | | 104% | | | 110% | | | 95% | | | 88% | | | 103% | | | 312,268 | |
| Eldad Maniv | | | 461,800 | | | 76% | | | 350,000 | | | 104% | | | 110% | | | 95% | | | 88% | | | 103% | | | 361,900 | |
| Lior Golan | | | 461,800 | | | 76% | | | 350,000 | | | 104% | | | 110% | | | 95% | | | 88% | | | 103% | | | 361,900 | |
| Kristy Sundjaja | | | 360,000 | | | 55% | | | 198,000 | | | 104% | | | 110% | | | 95% | | | 88% | | | 103% | | | 204,732 | |
| Name | | | 2023 Equity Grant Date Fair Value ($) | |
| Adam Singolda | | | 4,514,693(1)(2) | |
| Stephen Walker | | | 1,864,575(2) | |
| Eldad Maniv | | | 3,107,624(2) | |
| Lior Golan | | | 2,734,709(2) | |
| Kristy Sundjaja | | | 1,035,874(2) | |
(1) | Mr. Singolda’s 2023 RSU award was subject to shareholder approval. The approval was obtained on June 1, 2023, which date was used to calculate the grant date fair value. |
(2) | 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 Notes 2 and 15 of Notes to the Consolidated Financial Statements included in the 2023 Annual Report on Form 10-K. Reflects grant date fair value based on a ten-day trailing average of the Company’s Ordinary shares. The measurement period was February 14, 2023 through February 28, 2023. |
• | shares held directly or indirectly by the executive officer including shares held in joint accounts; |
• | shares held by a trust of which the executive officer is a trustee or a primary beneficiary; and |
• | shares the receipt of which were deferred under any Company approved deferred compensation plan or arrangement for executive officers, so long as such shares are vested. |
| Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | Stock Awards ($)(2) | | | Option Awards ($)(2) | | | Non-equity incentive plan compensation ($)(3) | | | All other compensation ($) | | | Total ($) | |
| Adam Singolda; Founder and CEO(4) | | | 2023 | | | 590,000 | | | — | | | 4,514,693(5) | | | — | | | 968,700(6) | | | 91,714(7) | | | 6,165,107 | |
| 2022 | | | 590,000 | | | — | | | — | | | — | | | 153,450 | | | 58,961 | | | 802,411 | | |||
| 2021 | | | 590,000 | | | — | | | 11,138,525 | | | 5,674,019 | | | 825,000 | | | 29,847 | | | 18,257,391 | | |||
| Stephen Walker; CFO | | | 2023 | | | 465,000 | | | — | | | 1,864,575 | | | — | | | 712,268(6) | | | 223(8) | | | 3,042,066 | |
| 2022 | | | 465,000 | | | — | | | 2,800,001 | | | — | | | 84,258 | | | 144 | | | 3,349,403 | | |||
| 2021 | | | 426,100 | | | — | | | — | | | 1,018,077 | | | 635,665 | | | 144 | | | 2,079,986 | | |||
| Eldad Maniv; President and COO | | | 2023 | | | 404,462 | | | — | | | 3,107,624 | | | — | | | 761,900(6) | | | — | | | 4,273,986 | |
| 2022 | | | 442,550 | | | — | | | — | | | — | | | 97,650 | | | — | | | 540,200 | | |||
| 2021 | | | 517,944 | | | 500,000 | | | 11,799,650 | | | 5,977,728 | | | 525,000 | | | — | | | 19,320,322 | | |||
| Lior Golan; CTO | | | 2023 | | | 404,462 | | | — | | | 2,734,709 | | | — | | | 361,900 | | | — | | | 3,501,071 | |
| 2022 | | | 442,550 | | | — | | | — | | | — | | | 97,650 | | | — | | | 540,200 | | |||
| 2021 | | | 517,944 | | | 500,000 | | | — | | | 17,781,055 | | | 525,000 | | | — | | | 19,323,999 | | |||
| Kristy Sundjaja; CPO | | | 2023 | | | 360,000 | | | — | | | 1,035,874 | | | — | | | 204,732 | | | 8,414(9) | | | 1,609,020 | |
| 2022 | | | 360,000 | | | — | | | 1,800,002 | | | — | | | 55,242 | | | 8,544 | | | 2,223,788 | | |||
| 2021 | | | 326,100 | | | — | | | 324,423 | | | 814,458 | | | 250,500 | | | 9,966 | | | 1,725,447 | |
(1) | The salaries reported for Messrs. Maniv and Golan were paid in New Israeli Shekels and converted to U.S. dollars. For 2023, 2022 and 2021 we used exchange rates of New Israeli Shekels of 3.69, 3.36 and 3.23 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. |
(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 2023 Annual Report on Form 10-K. |
(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 25 of this proxy statement. |
(4) | Includes all other compensation of $16,531 in 2023 and an estimated $11,000 and $5,000 in 2022 and 2021, respectively, for ground transportation expenses as to which Mr. Singolda received personal benefits. |
(5) | Mr. Singolda received a conditional RSU grant subject to shareholder approval. Shareholder approval was obtained on June 1, 2023, which date was used to calculate the grant date fair value. |
(6) | Includes an award granted in November 2022 of $400,000 that was contingent on the closing of the Yahoo partnership. The closing bonus was paid in January 2023 following the closing. Mr. Singolda’s closing bonus was contingent on shareholder approval which was obtained in June 2023. |
(7) | Includes $42,500 for tax advisory services, $32,443 in related tax-gross ups and $240 company contribution to life insurance premium. |
(8) | Company contribution to life insurance premium. |
(9) | Includes 401(k) plan matching contributions and company contribution to life insurance premium. |
| Name | | | Grant Date | | | Estimated Future payouts under Non-equity incentive plan awards | | | All other stock awards: Number of shares of stock or units (#)(1) | | | Grant date fair value of stock and option awards(2) | | ||||||
| Threshold ($) | | | Target ($) | | | Maximum ($) | | ||||||||||||
| Adam Singolda | | | | | | | | | | | | | | ||||||
| STI(3) | | | 2/21/2023 | | | 14,000 | | | 550,000 | | | 825,000 | | | | | | ||
| RSU | | | 2/28/2023(4) | | | | | | | | | 1,535,610 | | | 4,514,693 | | |||
| LTI(5) | | | 6/1/2023 | | | 2,100,000 | | | 2,800,000 | | | 4,200,000 | | | | | | ||
| Stephen Walker | | | | | | | | | | | | | | ||||||
| STI(3) | | | 2/21/2023 | | | 8,000 | | | 302,000 | | | 453,000 | | | | | | ||
| RSU | | | 2/28/2023 | | | | | | | | | 595,711 | | | 1,864,575 | | |||
| LTI(5) | | | 6/1/2023 | | | 1,425,000 | | | 1,900,000 | | | 2,850,000 | | | | | | ||
| Eldad Maniv | | | | | | | | | | | | | | ||||||
| STI(3) | | | 2/21/2023 | | | 9,000 | | | 350,000 | | | 525,000 | | | | | | ||
| RSU | | | 2/28/2023 | | | | | | | | | 992,851 | | | 3,107,624 | | |||
| LTI(5) | | | 6/1/2023 | | | 1,537,500 | | | 2,050,000 | | | 3,075,000 | | | | | | ||
| Lior Golan | | | | | | | | | | | | | | ||||||
| STI(3) | | | 2/21/2023 | | | 9,000 | | | 350,000 | | | 525,000 | | | | | | ||
| RSU | | | 2/28/2023 | | | | | | | | | 873,709 | | | 2,734,709 | | |||
| LTI(5) | | | 6/1/2023 | | | 600,000 | | | 800,000 | | | 1,200,000 | | | | | | ||
| Kristy Sundjaja | | | | | | | | | | | | | | ||||||
| STI(3) | | | 2/21/2023 | | | 5,000 | | | 198,000 | | | 297,000 | | | | | | ||
| RSU | | | 6/1/2023 | | | | | | | | | 330,950 | | | 1,035,874 | |
(1) | Reflects time-based RSUs that vest in equal quarterly installments over a four-year period. RSUs are payable in the Company's Ordinary shares. |
(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 Notes 2 and 15 to the Company’s consolidated financial statements in the Company’s 2023 Annual Report. |
(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, 2023 through December 31, 2023. |
(4) | On this date, Mr. Singolda received a conditional RSU grant subject to shareholder approval. Shareholder approval was obtained on June 1, 2023, which date was used to calculate the grant date fair value. |
(5) | Reflects the grant of long-term performance-based cash awards contingent upon achieving a full-year 2024 target for the Company’s adjusted free cash flow per share which was subject to shareholder approval. Shareholder approval was obtained on June 1, 2023. See “Compensation Discussion and Analysis - 2023 Compensation Highlights” for more details. |
| | | | | 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) | | | 628,785 | | | 808,444 | | | 8.21 | | | 3/15/2031 | | | — | | | — | |
| 3/15/2021(3) | | | — | | | — | | | — | | | — | | | 808,444 | | | 3,500,563 | | |||
| 2/28/2023(3)(4) | | | — | | | — | | | — | | | — | | | 1,247,684 | | | 5,402,472 | | |||
| Stephen Walker | | | 6/14/2016(5) | | | 270,070 | | | — | | | 2.63 | | | 6/14/2026 | | | — | | | — | |
| 8/27/2018(5) | | | 256,567 | | | — | | | 2.63 | | | 8/27/2028 | | | — | | | — | | |||
| 9/17/2020(2) | | | 236,311 | | | 33,759 | | | 2.63 | | | 9/17/2030 | | | — | | | — | | |||
| 9/17/2020(3) | | | — | | | — | | | — | | | — | | | 33,759 | | | 146,176 | | |||
| 3/15/2021(2) | | | 166,561 | | | 99,939 | | | 8.21 | | | 3/15/2031 | | | — | | | 0 | | |||
| 2/24/2022(3) | | | — | | | — | | | — | | | — | | | 241,565 | | | 1,045,976 | | |||
| 2/28/2023(3) | | | — | | | — | | | — | | | — | | | 484,016 | | | 2,095,789 | | |||
| Eldad Maniv | | | 4/11/2021(2) | | | 628,785 | | | 808,444 | | | 8.21 | | | 4/11/2031 | | | — | | | — | |
| 6/24/2021(3) | | | | | — | | | — | | | — | | | 808,444 | | | 3,500,563 | | ||||
| 2/28/2023(3) | | | — | | | — | | | — | | | — | | | 806,692 | | | 3,492,976 | | |||
| Lior Golan | | | 3/20/2014(5) | | | 394,719 | | | — | | | 0.91 | | | 3/19/2024 | | | — | | | — | |
| 10/25/2020(5) | | | 5,157,324 | | | — | | | (6) | | | 10/25/2030 | | | — | | | — | | |||
| 6/24/2021(2) | | | 628,785 | | | 808,444 | | | 8.21 | | | 6/24/2031 | | | — | | | — | | |||
| 6/24/2021(2) | | | 628,785 | | | 808,444 | | | (6) | | | 6/24/2031 | | | — | | | — | | |||
| 2/28/2023(3) | | | — | | | — | | | — | | | — | | | 709,889 | | | 3,073,819 | | |||
| Kristy Sundjaja | | | 11/12/2019(5) | | | 202,553 | | | — | | | 2.63 | | | 11/12/2029 | | | — | | | — | |
| 3/15/2021(2) | | | 133,248 | | | 79,951 | | | 8.21 | | | 3/15/2031 | | | — | | | — | | |||
| 2/24/2022(3) | | | — | | | — | | | — | | | — | | | 155,292 | | | 672,414 | | |||
| 2/28/2023(3) | | | — | | | — | | | — | | | — | | | 268,897 | | | 1,164,324 | |
(1) | Reflects the market value of the shares underlying RSUs as of December 31, 2023, based on the closing price of our Ordinary shares, as reported on Nasdaq, of $4.33 per share on December 29, 2023, the last trading day of 2023. |
(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. |
(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. |
(4) | On this date, Mr. Singolda received a conditional RSU grant subject to shareholder approval. Shareholder approval was obtained on June 1, 2023, which date was used to calculate the grant date fair value. |
(5) | Reflects share options granted on the dates shown which are now fully vested and immediately exercisable. |
(6) | The reported share options did not include an exercise price at time of grant. |
| | | Option Awards | | | Stock awards | | |||||||
| Name | | | Number of shares acquired on exercise (#) | | | Value realized upon exercise(1) | | | Number of shares acquired on vestings (#) | | | Value realized on vesting(2) | |
| Adam Singolda | | | 928,706 | | | 2,163,049 | | | 1,884,447 | | | 6,037,487 | |
| Stephen Walker | | | — | | | — | | | 286,574 | | | 1,007,914 | |
| Eldad Maniv | | | 270,070 | | | 688,435 | | | 545,465(3) | | | 1,792,973 | |
| Lior Golan | | | 533,987 | | | 1,518,914 | | | 163,820 | | | 566,817 | |
| Kristy Sundjaja | | | — | | | — | | | 192,176 | | | 671,676 | |
(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. |
(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. |
(3) | Includes 186,159 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. |
• | The annual total compensation of the median employee, excluding the CEO, was $139,506; |
• | The annual total compensation of the CEO: $6,165,107; and |
• | The ratio of CEO total compensation to median employee total compensation: 44 to 1. |
| | | | | | | | | | | 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) | | | TBLA | | | S&P SmallCap 600 Communication Services | | | Net Income (Loss) (in millions) | | | Adjusted EBITDA(d) (in millions) $ | |
| 2023 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | ($ | | | $ | |
| 2022 | | | $ | | | ($ | | | $ | | | ($ | | | $ | | | $ | | | ($ | | | $ | |
| 2021 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | ($ | | | $ | |
(a) | Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include: |
| Year | | | SCT Total | | | | | Grant Date Fair Value of Awards Granted During Year(2) | | | | | Fair Value of Equity Calculated Using SEC Methodology | | | | | CAP Total | | |||
| 2023 | | | $ | | | - | | | $ | | | + | | | $ | | | = | | | $ | |
| 2022 | | | $ | | | - | | | $ | | | + | | | $( | | | = | | | $( | |
| 2021 | | | $ | | | - | | | $ | | | + | | | $ | | | = | | | $ | |
(1) | The CAP totals represent the SCT totals for the applicable year, but adjusted as required by SEC rules to include the fair value of current and prior year equity awards that are outstanding and unvested, vested or forfeited during the applicable year. |
(2) | Represents the total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for the applicable year. |
| Year | | | SCT Total | | | | | Grant Date Fair Value of Awards Granted During Year(2) | | | | | Fair Value of Equity Calculated Using SEC Methodology | | | | | CAP Total | | |||
| 2023 | | | $ | | | - | | | $ | | | + | | | $ | | | = | | | $ | |
| 2022 | | | $ | | | - | | | $ | | | + | | | $( | | | = | | | $( | |
| 2021 | | | $ | | | - | | | $ | | | + | | | $ | | | = | | | $ | |
(1) | The CAP totals represent the SCT totals for the applicable year, but adjusted as required by SEC rules to include the fair value of current and prior year equity awards that are outstanding and unvested, vested or forfeited during the applicable year. |
(2) | Represents the average total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for these NEOs for the applicable year. |
(b) | The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid: |
- | Expected life of each stock option is based on the “simplified method” using an average of the remaining vest and remaining term, as of the vest/FYE date. |
- | Strike price is based on each grant date closing price and share price is based on each vest/FYE closing price. |
- | Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE date. |
- | Due to the limited trading history of our Ordinary shares, the expected volatility was derived from the average historical share volatilities based on peer group public companies over a period equivalent to the options expected terms. |
(c) | Non-PEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: |
(d) | See “Non-GAAP Financial Measures” beginning on page 64 of the 2023 Annual Report on Form 10-K for reconciliation to the comparable GAAP measure. |
| | | |
• | each person or entity who is, or is expected to be, the beneficial owner of more than 5% of the outstanding shares of any series of our voting Ordinary shares; |
• | each of our current executive officers and directors; and |
• | all current executive officers and directors as a group. |
| Name and Address of Beneficial Owners | | | Number of Shares Beneficially Owned | | | Percent of Outstanding Shares | |
| Five Percent Holders: | | | | | | ||
| College Top Holdings, Inc.(1) | | | 39,525,691 | | | 13.4% | |
| Evergreen(2) | | | 23,073,823 | | | 7.8% | |
| Dan Tocatly(3) | | | 20,486,128 | | | 6.9% | |
| Wellington Management Group LLP(4) | | | 15,767,681 | | | 5.3% | |
| Executive Officers and Directors | | | | | | ||
| Adam Singolda(5) | | | 11,876,848 | | | 4.0% | |
| Eldad Maniv(6) | | | 8,081,031 | | | 2.7% | |
| Lior Golan(7) | | | 8,980,457 | | | 3.0% | |
| Stephen Walker* | | | * | | | * | |
| Kristy Sundjaja* | | | * | | | * | |
| Zvi Limon* | | | * | | | * | |
| Erez Shachar(8) | | | 23,163,251 | | | 7.8% | |
| Nechemia J. Peres(9) | | | 6,464,865 | | | 2.2% | |
| Gilad Shany* | | | * | | | * | |
| Richard Scanlon* | | | * | | | * | |
| Deirdre Bigley* | | | * | | | * | |
| Lynda Clarizio* | | | * | | | * | |
| Monica Mijaleski* | | | * | | | * | |
| All Executive Officers and Directors as a Group | | | 66,155,919 | | | 22.4% | |
* | Less than 1%. |
(1) | Number of shares beneficially owned is based solely on a Schedule 13D filed with the SEC on January 20, 2023. College Top Holdings, Inc. (“College Holdings”) holds the Ordinary shares on behalf of Yahoo, Inc (“Yahoo”), its indirect wholly owned subsidiary. College Parent L.P. (“Parent”) is the sole shareholder of College Holdings. College Parent Holdings GP, LLC (“Parent GP”) serves as the general partner of Parent. AP IX College Holdings, L.P. (“AP IX College”) is the sole member of College GP. AP IX College Holdings GP, LLC (“AP IX College GP”) is the general partner of AP IX College. Apollo Management IX, L.P. (“Management IX”) is the non-member manager of AP IX College GP. The general partner of Management IX is AIF IX Management, LLC (“AIF IX LLC”). Apollo Management, L.P. (“Apollo LP.”) is the sole member and manager of AIF IX LLC. Apollo Management GP, LLC (“Management GP”) is the general partner of Apollo L.P. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member of Management GP. Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings. The managers and executive officers of Management Holdings GP are Marc Rowan, Scott Kleinman, and James Zelter. The principal occupation of each of Messrs. Rowan, Kleinman, and Zelter is to act as executive officer, manager and director of Management Holdings GP and other related investment managers and advisors. Each of Messrs. Rowan, Kleinman, Zelter and the entities listed above, other than College Holdings, disclaims beneficial ownership of the Ordinary shares reported as beneficially owned by the Reporting Persons. The address for Parent GP and AP IX College GP is One Manhattanville Road, Suite 201, Purchase, New York 10577. The address of the principal office of College Holdings and Parent is 770 Broadway, 9th Floor, NY, New York 10003. The address of the principal office of Yahoo is 770 Broadway 4th Floor, New York, NY 10003. The address of the principal office of AP IX College, Management IX, AIF IX LLC, Apollo LP, Management GP, Management Holdings, and Management Holdings GP is 9 West 57th Street, New York, NY 10019. |
(2) | Number of shares beneficially owned is based on a Schedule 13G filed with the SEC on February 15, 2022 and information made available to the Company by the shareholder. Consists of 20,730,847 Ordinary shares held by Evergreen V, L.P and 2,330,765 Ordinary shares held by Evergreen VA, L.P (the “Evergreen Entities”). In addition, consists of 12,211 Ordinary shares by Evergreen 5 G.P. Ltd., which is the General Partner of the General Partner of the Evergreen Entities. Erez Shachar, Boaz Dinte, Amichai Hammer, Adi Gan and Ronit Bendori are the principals of Evergreen Venture Partners Ltd., the sole shareholder of Evergreen 5 GP Ltd., and hold the voting and dispositive power for the Evergreen Entities. Investment and voting decisions with respect to the shares held by the Evergreen Entities are made by the principals of Evergreen Venture Partners Ltd. The address for Evergreen V, L.P and Evergreen VA, L.P. is Museum Building, 7th Floor; 4 Berkovich St.; Tel Aviv 6133002, Israel. |
(3) | Number of shares beneficially owned is based solely on a Schedule 13G/A filed with the SEC on January 24, 2024. Consists of 16,229,011 Ordinary shares held by Shaka Trust, in which Dan Tocatly is the grantor and ultimate beneficial owner and 4,257,117 Ordinary shares held by Dan Tocatly. The address for Shaka Trust and Dan Tocatly is 47 David Hamelech Blvd., Tel Aviv, 6423715, Israel. |
(4) | Number of shares beneficially owned is based solely on a Schedule 13G filed with the SEC on February 8, 2024. Each of Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP have shared voting power over 12,885,077 Ordinary shares, shared dispositive power over all 15,767,681 Ordinary shares, and sole voting and dispositive powers over none of the shares. The Ordinary shares beneficially owned by Wellington Management Group LLP, as parent holding company of certain holding companies and investment advisers (the “Wellington Investment Advisers”), are owned of record by clients of such Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP. The principal business office of Wellington Management Group LLP and each of the affiliated funds listed above is c/o Wellington Management Company LLP, 280 Congress Street Boston, MA 02210. |
(5) | Consists of 10,795,668 Ordinary shares and 1,081,180 Ordinary shares underlying vested and settled restricted stock units or options to acquire Ordinary shares exercisable within 60 days of March 27, 2024. |
(6) | Consists of 7,182,762 Ordinary shares and 898,269 Ordinary shares underlying vested and settled restricted stock units or options to acquire Ordinary shares exercisable within 60 days of March 27, 2024. |
(7) | Consists of 2,107,507 Ordinary shares and 6,872,950 Ordinary shares underlying vested restricted stock units or options to acquire Ordinary shares exercisable within 60 days of March 27 2024. |
(8) | Erez Shachar is a Managing Partner of Evergreen Venture Partners and may be deemed to share voting and dispositive power of the shares held by the Evergreen Entities and Evergreen 5 GP Ltd. described above. Mr. Shachar otherwise disclaims beneficial ownership over the shares beneficially owned by the Evergreen Entities described above. Reported shares include 77,217 Ordinary shares held by Mr. Shachar. |
(9) | Number of shares beneficially owned is based on a Schedule 13G filed with the SEC on February 14, 2022 and information made available to the Company by the shareholder. Consists of 6,387,648 Ordinary shares held by Pitango V.C. Fund VI L.P. (the “Pitango Entities”). Pitango V.C. Fund VI, L.P. is the General Partner of the Pitango Entities and Pitango GP Capital Holdings Ltd. is the General Partner of the General Partner of the Pitango Entities. Messrs. Zeev Binman, Aaron Mankovski, Isaac Hillel, Nechemia (Chemi) Peres and Rami Kalish are the managing partners of Pitango GP Capital Holdings Ltd. and hold the voting and dispositive power for the Pitango Entities. Investment and voting decisions with respect to the shares held by the Pitango Entities are made by the managing partners of Pitango GP Capital Holdings Ltd. 5,541,515 of Ordinary shares held by Pitango Venture Capital Fund VI, L.P. 713,899 Ordinary shares held by Pitango Venture Capital Fund VIA, L.P and 132,234 Ordinary shares held by Pitango Venture Capital Principals Fund VI L.P. The address for Pitango Venture Capital Fund VI L.P, Pitango Venture Capital Fund VIA, L.P and Pitango Venture Capital Principals Fund VI L.P is 11 HaMenofim St. Bldg. B Herzliya 4672562, Israel. Nechemia J. Peres as managing partner and co-founder of Pitango Venture Capital may be deemed to share voting and dispositive power of the shares held by the Pitango entities. Mr. Peres otherwise disclaims beneficial ownership over the shares beneficially owned by the Pitango entities. Reported shares include 77,217 Ordinary shares held by Mr. Peres. |
| The Board of Directors unanimously recommends that you vote FOR this proposal. | |
| Role | | | Current ($) | | | Proposed ($) | |
| Board Chair | | | 110,000 | | | 140,000 | |
| Annual RSU Award | | | 180,000 | | | 190,000 | |
| Board Annual Cash Retainer (other than Board Chair) | | | 35,000 | | | 40,000 | |
| Nominating and Governance Committee Chair or any newly created future Committee Chair (excludes Audit or Compensation Committee) | | | 7,500 | | | 8,000 | |
| Nominating and Governance Committee Member or Member of any newly created Committee (excludes Audit or Compensation Committee) | | | 3,000 | | | 4,000 | |
| The Board of Directors unanimously recommends that you vote FOR this proposal. | |
| Description | | | 2023 (in thousands) | | | 2022 (in thousands) | |
| Audit Fees | | | 3,000 | | | 3,000 | |
| Audit Related Fees | | | 244 | | | 245 | |
| Tax Fees | | | 523 | | | 743 | |
| All Other Fees | | | 50 | | | 42 | |
| Total | | | 3,817 | | | 4,030 | |
• | Whether the retention of EY is in the best interests of Taboola and its shareholders; |
• | EY’s technical expertise, geographical footprint, knowledge level and quality of service; |
• | The recent performance of EY and the lead audit partner, including quality of communication, competence and responsiveness; |
• | The independence of EY; |
• | Known legal risks and significant proceedings involving EY; and |
• | The fees incurred by Taboola for the services rendered. |
| The Board of Directors unanimously recommends that you vote FOR this proposal. | |
| | Vote by Internet You may vote by Internet prior to the Annual Meeting by following the instructions included with your proxy card or the notice we mailed to you on [*], 2024 | | | | | Vote Online at the Meeting You can vote online while virtually attending the Annual Meeting by visiting www.virtualshare- holdermeeting.com/ TBLA2024 | | | | | Vote by Mail You may vote if you received a printed proxy card, you may mark, sign, date and mail the proxy card you received from Taboola in the postage-paid return envelope. | | | | | Vote by Telephone You may vote by telephone prior to the Annual Meeting by following the instructions included with your proxy card or the notice we mailed to you on [*], 2024 |
• | Proposal 1—re-election of the three Class III nominees named herein as directors (page 15) |
• | Proposal 2—approval of the advisory proposal on executive compensation (page 41) |
• | Proposal 3— approval of an increase to non-employee director compensation and approval and ratification of certain director expenses (page 42) |
• | Proposal 4—re-appointment of independent auditors (page 46) |