Eynav Azaria
About Eynav Azaria
Eynav Azaria (age 51) is Kaltura’s Chief Product and Engineering Officer (since July 1, 2024), after serving as Chief Revenue Officer from August 2022 to June 2024; he has been an executive officer since January 2024 . His 2024 incentive metrics were tied equally to recurring and total revenue, adjusted EBITDA, net new ARR, and personal OKRs; the Compensation Committee certified ~108% achievement for 2024, triggering full payout of MBO RSUs and stretch cash (details below) . He previously led Panorama Software as CEO (2004–2020) and held roles at BrowseUp and in public service, with current external roles on Afeka Engineering College’s board of trustees and the Israeli Export Institute’s advisory board .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kaltura | Chief Product & Engineering Officer | Jul 1, 2024–present | Leads product and engineering; alignment to AI and analytics focus noted in bio . |
| Kaltura | Chief Revenue Officer | Aug 2022–Jun 2024 | Commercial leadership prior to moving to CPO/Eng role . |
| Panorama Software Inc. | Chief Executive Officer | 2004–2020 | Led a business intelligence software company . |
| BrowseUp Ltd. | Chief Operating Officer | — | Operational leadership; years not disclosed . |
| Israeli Labor Party / Office of PM Ehud Barak | Campaign Manager | — | Public-sector leadership; years not disclosed . |
| International Center for Peace in the Middle East | Chief Executive Officer | — | NGO leadership; years not disclosed . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Afeka Engineering College (Israel) | Board of Trustees Member | — | Governance role in higher education . |
| Israeli Export Institute | Advisory Board Member | — | Industry advisory role . |
Fixed Compensation
| Component | 2024 Detail | Source |
|---|---|---|
| Monthly base salary (local currency) | NIS 92,000 per month (paid in 2024) | |
| Contracted base salary (agreement) | NIS 80,000 per month (per employment agreement) | |
| 2024 Salary (USD) | $298,853 | |
| All Other Compensation (USD) | $84,130 |
2024 Perquisites and Benefits (breakout)
| Item | Amount (USD) | Source |
|---|---|---|
| Company contribution to Israeli education fund | $22,414 | |
| Israeli disability fund contribution | $4,822 | |
| Meal allowance | $2,924 | |
| Israeli pension and severance funds | $41,065 | |
| Recuperation pay | $774 | |
| Israeli National Insurance | $11,115 | |
| Tax gross-up (holiday gift) | $1,017 |
Performance Compensation
| Plan year | Metric | Weighting | Target | Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|---|
| 2024 MBO | Company recurring revenue & total revenue | 25% (combined revenue goals) | Not disclosed | Part of ~108% overall attainment | 172,000 MBO RSUs earned; settled 100% in cash ($319,920) on Committee resolution |
| 2024 MBO | Adjusted EBITDA | 25% | Not disclosed | Included in ~108% overall attainment | As above |
| 2024 MBO | Net new ARR addition | 25% | Not disclosed | Included in ~108% overall attainment | As above |
| 2024 MBO | Personal OKRs | 25% | Not disclosed | Included in ~108% overall attainment | As above |
| 2024 MBO stretch cash | Over-target performance | — | Up to $116,000 cash | $24,700 cash paid | Paid in cash |
Long-Term Incentive RSUs (time-based)
| Grant | Shares | Vesting Schedule | First Vest | Notes |
|---|---|---|---|---|
| 2024 LTI RSUs | 512,000 | Quarterly over 3 years from Jan 1, 2024 (standard RSU) | Mar 1, 2024 | Subject to continued employment; double-trigger CoC acceleration if terminated without Cause/for Good Reason within 12 months post-CoC |
| 2025 LTI RSUs | 605,263 | Quarterly over 3 years from Jan 1, 2025 | Apr 1, 2025 | Same double-trigger CoC acceleration framework |
Equity Ownership & Alignment
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 1,703,672 | Composition below |
| Ownership as % of outstanding | 1.1% | Based on 155,125,004 shares outstanding as of Apr 21, 2025 |
| Direct/common shares | 1,013,380 | Included in beneficial ownership |
| Options exercisable within 60 days | 626,292 | Included in beneficial ownership |
| RSUs vesting within 60 days | 64,000 | Included in beneficial ownership |
| Shares pledged | Not disclosed for Azaria | No pledging disclosure in ownership table |
| Anti-hedging policy | Hedging prohibited for officers/directors | Company policy |
| Stock ownership guidelines | Not disclosed | Not found in proxy sections reviewed |
Outstanding Options and RSUs (as of Dec 31, 2024)
| Instrument | Grant date | Exercisable | Unexercisable | Exercise price | Expiry | Unvested RSUs (#) | Notes |
|---|---|---|---|---|---|---|---|
| Stock option | Dec 24, 2020 | 540,000 | — | $4.99 | Dec 23, 2030 | — | Vested per schedule; exercisable within 60 days counted in ownership |
| Stock option | Dec 8, 2021 | 86,292 | — | $4.38 | Dec 8, 2031 | — | Vested per schedule; exercisable within 60 days counted in ownership |
| RSUs (time-based) | Mar 16, 2022 | — | — | — | — | 14,520 | Quarterly vesting over 3 years from June 1, 2022 |
| RSUs (time-based) | Feb 5, 2023 | — | — | — | — | 226,974 | Quarterly vesting over 2 years from Apr 1, 2023 |
| 2024 MBO RSUs | Feb 14, 2024 | — | — | — | — | 172,000 | Earned for 2024 and settled 100% in cash on Mar 18, 2025 |
| 2024 LTI RSUs (time-based) | Feb 14, 2024 | — | — | — | — | 512,000 | Quarterly vesting over 3 years from Mar 1, 2024 |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Employment status | At-will (Kaltura Ltd. employment agreement) | |
| Start of employment agreement | Dec 22, 2020 (amended Mar 4, 2021; Mar 30, 2022; Feb 23, 2023; Feb 20, 2024) | |
| Current role effective date | Jul 1, 2024 (Chief Product & Engineering Officer) | |
| Notice period (company termination) | 120 days’ prior written notice; 120 days’ base salary payable during notice | |
| Notice period (employee resignation) | 90 days’ prior notice; 90 days’ base salary payable during notice | |
| 2024 bonus eligibility | Up to 172,000 MBO RSUs at 100% target + up to $116,000 stretch cash | |
| 2024 LTI | 768,000 RSUs, quarterly over 3 years from Jan 1, 2024 (first vest Mar 1, 2024) | |
| 2025 LTI | 605,263 RSUs, quarterly over 3 years from Jan 1, 2025 (first vest Apr 1, 2025) | |
| CoC vesting | Double-trigger: full acceleration if terminated without Cause or for Good Reason within 12 months post-Change in Control | |
| Severance framework | Section 14 Arrangement—release of severance fund on termination; no supplemental severance required | |
| Benefits | Education fund (company 7.5%, employee 2.5%); pension/severance contributions per Israeli practice | |
| Clawback | Policy adopted per SEC/Nasdaq rules effective Oct 2, 2023 | |
| Anti-hedging | Hedging of company stock prohibited for officers/directors/employees | |
| Tax gross-ups | Nominal gross-up related to holiday gifts ($1,017) |
Investment Implications
- Pay-for-performance calibration: 2024 metrics emphasized recurring/total revenue, adjusted EBITDA, and net new ARR with equal weighting; ~108% attainment drove full MBO RSU earnout and stretch cash, indicating targets were achievable and tied to profitable growth levers . The Committee elected cash settlement of MBO RSUs ($319,920) for Azaria, avoiding incremental share issuance and near-term selling pressure from award conversion .
- Retention and alignment: Significant unvested, time-based RSUs (512,000 from 2024 and 605,263 from 2025) vest quarterly through 2027, creating steady retention hooks; double-trigger CoC protection aligns with market norms while limiting single-trigger windfalls .
- Ownership and optionality: Azaria beneficially owns 1,703,672 shares (1.1%), including 626,292 options exercisable within 60 days and 64,000 RSUs vesting within 60 days, providing upside sensitivity; no pledging is disclosed, and hedging is prohibited by policy .
- Downside protection and governance: Section 14 severance framework caps severance to funded contributions rather than large multiples; clawback policy is in place; only nominal tax gross-ups noted—limited shareholder-unfriendly features .
Net: Incentives are weighted to recurring revenue growth and adjusted EBITDA, with material unvested RSUs supporting retention; cash-settled MBO awards reduce dilution/selling overhang, while option overhang and quarterly RSU vesting are the main cadence-sensitive supply considerations .