Taboolacom Ltd

This non-binding advisory proposal asks shareholders to approve the Company’s disclosed compensation of its named executive officers (NEOs) — commonly known as a 'say-on-pay' vote. Management is seeking this advisory approval to confirm shareholder support for the compensation philosophy and specific pay decisions disclosed in the proxy, which emphasize pay-for-performance through a mix of base salary, annual cash incentives tied to Adjusted EBITDA and ex-TAC gross profit, and multi-year RSU awards. The Compensation Committee uses peer benchmarking, an independent consultant (Pearl Meyer), and performance metrics to set targets and award levels; management points to strong 2025 financial results and pay outcomes (e.g., adjusted EBITDA and ex-TAC achievement) as supporting the program. Because the vote is advisory, it does not change contractual terms, but the Compensation Committee has stated it will take the outcome into account when designing future pay. Investors evaluating the proposal should weigh the demonstrated alignment of pay with company performance metrics, the substantial equity weighting of compensation, and the Board’s responsiveness to prior shareholder feedback (noted high prior say-on-pay support). Potential governance considerations include the role of the CEO in recommending other executives’ pay, cap structures on cash bonuses and equity awards, and clawback and anti-hedging/pledging policies designed to limit excessive risk-taking. The Board’s unanimous recommendation FOR indicates management confidence in the program’s alignment with shareholder interests; however, as an advisory measure, the vote primarily signals investor sentiment rather than mandating changes. Given Taboola’s disclosure of pay benchmarking, detailed CD&A, and the Compensation Committee’s oversight, a FOR vote would generally be interpreted as endorsement of current compensation practices and the Company’s long-term retention strategy for executives.

This binding proposal asks shareholders to approve the Company’s Compensation Policy (required under Israeli law) for another three-year term. The Board is seeking re-approval after its review and a limited amendment to Section 13.2 that refines how the Company’s fair market value (FMV) is calculated for annual equity award caps — shifting from a single‑day valuation to a 60‑day average and permitting equitable adjustments for significant corporate events (e.g., buybacks, capital raises) to reduce short‑term volatility effects. Management argues the change produces a fairer, more stable basis for equity award sizing and preserves Committee/Board discretion to address special corporate events. Approval is subject to special majority rules under the Companies Law that aim to protect minority shareholders, and shareholders should be aware this shareholder vote is binding under Israeli law (unlike the advisory say-on-pay). The policy codifies pay design features: caps on annual equity value (CEO and other executives), limits on cash bonus multipliers, clawback provisions, share ownership guidelines, and compensation committee governance and disclosure standards. From a governance perspective, investors should evaluate whether the FMV methodology change meaningfully reduces grant timing risk and whether the discretionary carve-outs could be used to materially expand awards after corporate actions; the Board’s explicit ability to make equitable adjustments introduces flexibility that can be pro- or anti‑shareholder depending on execution. The Compensation Committee’s engagement of an independent advisor (Pearl Meyer) and its stated rationale for aligning pay with long‑term shareholder value support management’s recommendation. Given the legal binding nature of the vote and the safeguards described (special majority and overrule provisions), shareholders approving the policy effectively endorse the Company’s compensation framework and the specific procedural and valuation refinements the Board has adopted.

This binding proposal requests shareholder approval of the CEO’s compensation terms for an additional three years as required under Israeli Companies Law because the CEO is also a director. The package re‑affirms the CEO’s existing elements — $590,000 base salary, an annual target bonus equal to 50%–125% of salary (payable up to 200% for overachievement), an annual equity award (the greater of 900% of salary or 1.0% of 60‑day average FMV subject to adjustments), tax service reimbursement, and potential special achievement bonuses — and proposes a specific amendment to permit annual base salary increases of up to 7% rather than 5%, with catch‑up flexibility if increases are deferred. Management frames this modest increase as granting the Compensation Committee and Board appropriate flexibility to remain competitive and retain the CEO in a dynamic market, and the Compensation Committee relied on benchmarking and its independent advisor in recommending the terms. Shareholders should weigh retention and alignment benefits against potential dilution and higher fixed costs: larger allowable salary escalation increases fixed cash outlays, although the CEO’s pay remains heavily equity-weighted and incentive-driven. The legal requirement for shareholder approval, and the Board’s unanimous recommendation FOR, underscore that this is both a governance checkpoint and a retention decision; the Board also references prior shareholder approvals of the CEO package in 2021, 2023 and 2025. For sophisticated investors, key considerations include the balance of cash vs. equity incentives, the CEO’s historical performance and realized payouts, the cap mechanics for equity grants, and the safeguards (e.g., clawback, committee oversight) that limit excessive risk‑taking. Approving this proposal maintains the incumbent CEO’s compensation framework and preserves Board flexibility to adjust base pay modestly to reflect market conditions while retaining the overall pay-for-performance structure.