Natan Israeli
About Natan Israeli
Natan Israeli is Chief Customer Officer at Kaltura, serving in the role since November 2020 and as a named executive officer since January 2024; he is 53 years old . His background includes three decades in the Israeli Air Force (IAF), culminating as head of IAF Human Resources (2016–2020), and prior leadership of IAF information systems (CIO) (2012–2014); he also served as CEO of Ambar A.M. Enterprise Ltd. in 2020 . Education: M.A. in Political Science and Government (University of Haifa) and B.Sc. in Biology (Bar-Ilan University) . The company’s 2024 executive bonus plan tied pay to four equally weighted metrics: recurring revenue and total revenue, adjusted EBITDA, net new ARR, and individual OKRs; management certified ~108% achievement for 2024, resulting in full vesting of MBO RSUs and stretch cash bonuses for named executives, including Israeli .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Israeli Air Force (IAF) | Head of Human Resources | 2016–2020 | Led HR for tens of thousands; senior command responsibility |
| Israeli Air Force (IAF) | CIO / Head of Information Systems | 2012–2014 | Led IAF information systems initiatives |
| Ambar A.M. Enterprise Ltd. | Chief Executive Officer | 2020 | Business development and strategy in energy/infrastructure; led negotiations and partnerships |
External Roles
- No current public company directorships or committee roles disclosed for Israeli in the 2025 proxy .
Fixed Compensation
| Year | Base Salary (Currency) | Notes |
|---|---|---|
| 2024 | $298,447 | Annual salary paid; Israeli monthly gross salary set at NIS 91,875 |
| 2024 Perquisites | $83,156 | Israeli perqs included education fund ($22,384), disability fund ($3,059), meal allowance ($2,924), pension/severance fund contributions ($41,201), recuperation pay ($783), Israeli National Insurance ($11,115), and a tax gross-up related to employee holiday gifts ($1,691) |
Performance Compensation
| Component | Target | Metric Weighting | Actual 2024 Result | Payout Form and Amount | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 MBO RSUs | Up to 172,000 RSUs | 25% each: recurring revenue & total revenue; adjusted EBITDA; net new ARR; individual OKRs | ~108% achievement certified | Settled 100% in cash in Mar-2025; $319,920 | RSUs vested in full on Mar 18, 2025; settled in cash per Committee decision |
| 2024 Stretch Bonus (cash) | Up to $116,000 | Same plan as above (above 100% attainment) | ~108% | $24,700 cash | Paid after year-end upon certification |
- Definitions: Adjusted EBITDA excludes non-cash stock comp, restructuring, facility exit/transition costs, and war-related costs; net new ARR = new recurring bookings minus churn .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (4/21/2025) | 1,197,349 shares; less than 1% of outstanding |
| Composition of Beneficial Ownership | 850,571 common shares; 282,778 options exercisable within 60 days; 64,000 RSUs vesting within 60 days |
| Outstanding Equity (12/31/2024 snapshot) | Unvested RSUs: 512,000 from 2/14/2024 LTI; 172,000 2024 MBO RSUs (these vested Mar-2025 and were settled in cash) |
| Option Holdings | Options from 12/24/2020 (225,000 @ $4.99, exp. 12/23/2030) and 12/8/2021 (57,778 @ $4.38, exp. 12/8/2031); vesting schedules completed per plan; exercisability reflected in 60-day figure above |
| Hedging/Pledging | Company policy prohibits hedging transactions by directors/officers; pledging not specifically disclosed |
Vesting Schedules and Supply Overhang
- 2024 LTI: 768,000 RSUs granted 2/14/2024; vest quarterly over 3 years starting Jan 1, 2024 (first vest Mar 1, 2024). As of 12/31/2024, 512,000 remained unvested (quarterly vest through March 2027, subject to continued service) .
- 2025 LTI: 605,263 RSUs granted for 2025; vest quarterly over 3 years beginning Jan 1, 2025 (first vest Apr 1, 2025) .
- Double-trigger: Upon a termination without Cause or for Good Reason within 12 months post-Change in Control, Israeli’s outstanding options/RSUs vest in full on termination date (per award agreements) .
Employment Terms
| Term | Detail |
|---|---|
| Role and Start | Chief Customer Officer since Nov 2020; named executive officer since Jan 2024 |
| At-will; Notice | At-will; Company termination: 120 days’ notice; Employee resignation: 90 days’ notice |
| Base Pay (2024) | NIS 91,875 gross monthly salary |
| 2024 Performance Opportunity | Up to 172,000 MBO RSUs plus up to $116,000 stretch cash bonus; Committee resolved MBO RSUs to be settled in cash |
| 2024 and 2025 LTI | 768,000 RSUs for 2024; 605,263 RSUs for 2025; both vest quarterly over 3 years (first 2024 vest 4/1/2024; first 2025 vest 4/1/2025) |
| Benefits | Israeli “Section 14” arrangement: company contributes to severance fund; upon termination without Cause, fund amounts released with no supplemental severance owed; also pension/education fund contributions |
| Cause Definition | As specified (felony with moral turpitude affecting company; refusal to follow reasonable directives; embezzlement; competitive ownership; breach of fiduciary/care duties; material breach of agreement) |
| Clawback | Company-wide clawback policy adopted per SEC/Nasdaq rules effective Oct 2, 2023 |
Severance and Change-in-Control (Severance Plan – 6/27/2025; applicable to Israeli)
| Scenario | Pay/Benefits |
|---|---|
| Qualifying Termination (without cause or for good reason) | 2-month notice; 6 months base salary continuation; pro-rated annual cash performance bonus for year of termination (based on actual performance); 6 months COBRA/equivalent; continued vesting during notice period; equity otherwise per plan terms |
| Qualifying CIC Termination (within 12 months post-CIC) | 4-month notice (or pay in lieu); lump sum equal to 8 months base salary; equity per plan/award agreements; CEO-specific bonus multiplier does not apply to Israeli |
| Equity Acceleration (Awards) | Separate award agreements provide full acceleration for options/RSUs upon a termination without Cause/for Good Reason within 12 months after a Change in Control |
Compensation Structure Analysis
- Increased equity use with quarterly-vesting RSUs and double-trigger CIC acceleration: strong retention design but can amplify post-CIC supply if a termination occurs; RSUs shift risk away from options and provide more certain value to executives .
- Annual MBO awards structured as RSUs but settled fully in cash for 2024, reducing dilution but weakening direct stock alignment; 2024 payout equaled $319,920 for Israeli plus $24,700 stretch cash bonus on ~108% plan achievement .
- Perquisite tax gross-up exists (holiday gift gross-up $1,691) but limited and not broad-based; broader gross-ups not disclosed .
Risk Indicators & Red Flags
- Double-trigger full equity acceleration post-CIC termination may create concentrated vesting and selling windows in change-in-control scenarios .
- Cash settlement of MBO RSUs (2024) reduces dilution but can decouple incentive from long-term share ownership for that component .
- Tax gross-up (holiday gift) exists but de minimis; no broader gross-up practices disclosed .
- Anti-hedging policy in place; pledging not specifically addressed in proxy disclosures .
Investment Implications
- Alignment: Israeli holds a meaningful equity stake (1,197,349 beneficially owned; <1%) and substantial unvested RSUs vesting quarterly through 2027, supporting near-term retention and alignment; double-trigger terms preserve equity value in a sale but can accelerate supply if termination occurs .
- Pay-for-performance: 2024 incentives tied to revenue growth quality (recurring and total), adjusted EBITDA, net new ARR, and individual OKRs, with ~108% achievement—signals execution progress and disciplined metrics investors track for SaaS value creation .
- Overhang and selling pressure: Quarterly vesting across 2024 and 2025 LTI awards plus potential CIC acceleration should be monitored for supply effects; 2024 MBO cash settlement avoided incremental dilution for that portion .
- Retention risk: Base severance (6 months) and CIC protection (8 months salary and award acceleration per agreements) reduce involuntary departure risk; Section 14 setup simplifies severance mechanics for Israeli .