Naama Halevi Davidov
About Naama Halevi Davidov
Dr. Naama Halevi Davidov, 54, is an independent Class III director at Kaltura (KLTR) who has served since July 2021; her current term runs through the 2027 annual meeting. She is a CPA (Israel) with a Ph.D. in Strategy (2012), MBA (2002), and BA in Accounting & Economics (2000), all from Tel Aviv University, and currently serves as CFO of Sola Security; she previously served as CFO of XM Cyber (May 2022–Aug 2024) and CFO of Kaltura (Nov 2012–Aug 2017) . She attended the 2024 annual meeting, and Kaltura discloses each director attended more than 75% of board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaltura, Inc. | Chief Financial Officer | Nov 2012 – Aug 2017 | Returned as independent director; finance expertise designated as audit committee financial expert |
| XM Cyber Ltd. | Chief Financial Officer | May 2022 – Aug 2024 | Cybersecurity finance leadership |
| Various (Simply/JoyTunes, Gloat, Healthy.IO) | Consultant | Prior to May 2022 | Strategic finance advisory |
| Kaltura Asia Pte Ltd. (subsidiary) | Director | Since Feb 2015 | Regional governance oversight |
External Roles
| Company | Role | Since | Committees/Impact |
|---|---|---|---|
| Kornit Digital Ltd. (KRNT) | Independent Director | Aug 2023 – Present | Public company board experience (digital printing) |
| Actelis Networks (ASNS) | Director | May 2022 (per 2024 proxy) | Prior public board role (networking) |
| Sola Security (private) | Chief Financial Officer | Current | Cybersecurity operator experience |
Board Governance
- Independence: Board determined Halevi Davidov is independent under Nasdaq rules .
- Committees: Audit Committee member; Compensation Committee Chair; not on Nominating & Governance .
- Financial Expert: Board designated Halevi Davidov as an “audit committee financial expert” .
- Attendance and engagement: Each director attended >75% of board/committee meetings in 2024; Halevi Davidov attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session regularly, no less than twice per year, led by the Lead Independent Director .
- Board leadership context: Combined Chair/CEO; Lead Independent Director is Ronen Faier .
Fixed Compensation
| Component | FY 2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees | $50,000 | Includes base retainer and committee chair/member fees |
| Equity (RSUs) grant-date value | $180,000 | Annual RSU grant; vests in full the day prior to next annual meeting; accelerates on change of control |
Director Compensation Policy (reference):
- Base annual retainer: $30,000 in 2024; increased to $35,000 commencing Jan 1, 2025 .
- Committee fees: Audit Chair $20,000; Audit Member $10,000; Compensation Chair $14,000 (from 2024); Compensation Member $7,000; Nominating Chair $8,000; Nominating Member $4,000; Lead Independent retainer $15,000 .
- Equity: $180,000 annual RSU grant; full vesting before next annual meeting; accelerates upon change in control .
Performance Compensation
| Performance Metrics Tied to Director Pay | Disclosure |
|---|---|
| None | Non-employee director RSUs are time-based (annual grant), not tied to specific performance metrics; vest on schedule and accelerate on change of control |
Other Directorships & Interlocks
| Company | Relationship to KLTR | Notes |
|---|---|---|
| Kornit Digital Ltd. (KRNT) | No KLTR-related transactions disclosed | Current public board; no related-party transactions disclosed involving Halevi Davidov and KLTR |
| Actelis Networks (ASNS) | No KLTR-related transactions disclosed | Prior public board per 2024 proxy; no KLTR interlocks disclosed |
Expertise & Qualifications
- CPA (Israel); advanced finance and corporate strategy credentials (Ph.D., MBA) .
- Designated audit committee financial expert; deep CFO/operator experience across SaaS/cybersecurity .
- Prior KLTR CFO enhances historical knowledge of company financials while currently meeting independence (more than 3 years since employment) .
Equity Ownership
| Category | Shares/Units | % of Outstanding |
|---|---|---|
| Common shares owned | 308,144 | <1% |
| Options exercisable within 60 days | 157,500 | — |
| RSUs vesting within 60 days | 157,310 | — |
| Total beneficial ownership | 622,954 | <1% |
Policy context:
- Anti-hedging: Company prohibits hedging transactions by directors and controlled entities .
Shareholder Voting Outcomes (Director Election)
| Meeting Date | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Jun 18, 2024 | 110,398,678 | 3,861,033 | 11,677,487 |
Compensation Committee Analysis
- Composition: Ronen Faier, Naama Halevi Davidov (Chair), Eyal Manor; all independent under Nasdaq’s heightened standards .
- Consultant: FW Cook engaged; Compensation Committee evaluated independence; no conflict of interest disclosed and FW Cook performed no other services for KLTR .
Related-Party Transactions
- Governance: KLTR has a formal Related Person Transaction Policy; Audit Committee reviews and approves transactions; no director may approve their own related transaction .
- Disclosures: No related-person transactions were disclosed involving Halevi Davidov in the latest proxy periods (beyond standard indemnification and director compensation) .
Risk Indicators & RED FLAGS
- Section 16(a) compliance: 2024 proxy noted late Form 4 filings for multiple insiders, including Halevi Davidov—administrative lapse but indicative of filing process controls; 2025 proxy states all required Section 16 reports were filed timely for 2024, indicating remediation .
- Dual roles/tenure: Former KLTR CFO now independent director—meets Nasdaq independence given >3 years since employment; nonetheless, past executive role can be viewed as a potential perception risk; Board explicitly affirms independence .
- Hedging/Pledging: Anti-hedging policy in place; no pledging disclosures provided—investors may monitor future filings for any pledging activity .
Governance Assessment
- Strengths: Independent director with finance depth; Audit Committee financial expert; Chairs Compensation Committee; strong attendance; current external CFO/operator experience; robust anti-hedging policy .
- Alignment: Holds equity via common, options, and RSUs—providing skin-in-the-game; annual director RSU grants further align interests .
- Watch items: Historical late Section 16 filings (2023) resolved by 2024; continue to monitor filing timeliness and potential interlocks from external boards for any related-party exposure; ongoing scrutiny of compensation committee decisions and use of independent consultants is appropriate for pay governance quality .