Ronen Faier
About Ronen Faier
Ronen Faier, age 54, has served on Kaltura’s board since July 2021 and is the Lead Independent Director. He is a CPA (Israel) with an MBA (Tel Aviv University, 2000) and a BA in Accounting & Economics (Hebrew University, 1996), and brings extensive public company finance leadership including CFO and interim CEO roles at SolarEdge (Nasdaq: SEDG). The board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SolarEdge Technologies (Nasdaq: SEDG) | Interim CEO | Aug–Dec 2024 | — |
| SolarEdge Technologies (Nasdaq: SEDG) | Chief Financial Officer | Jan 2011–Jun 2024 | — |
| SanDisk (Nasdaq: SNDK) | Executive roles | Prior to 2011 | — |
| Msystems Ltd. | Executive roles | Prior to 2011 | — |
| VocalTec Communications (Nasdaq: CALL) | Executive roles | Prior to 2011 | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Monday.com (Nasdaq: MNDY) | Director | Since 2021 | Public company directorship |
| Cato Networks | Director | Since Feb 2023 | Private company directorship |
Board Governance
- Current Kaltura roles: Lead Independent Director; Audit Committee Chair; Nominating & Corporate Governance Committee Chair; Compensation Committee member.
- Independence: Board determined Faier is independent under Nasdaq rules.
- Board/committee activity: Board met 10 times in FY2024; Audit Committee met 7; Compensation Committee met 7; Nominating & Corporate Governance Committee met 4.
- Attendance: Each director attended more than 75% of Board and committee meetings in FY2024.
- Executive sessions: Independent directors meet in executive session regularly, no less than twice per year; lead independent director presides.
- Annual meeting attendance: 2024 annual meeting attendees listed did not include Faier; company has no formal policy requiring attendance.
Fixed Compensation
| Component (Annual) | Amount | Notes |
|---|---|---|
| Cash fees earned (2024) | $63,000 | As reported for Faier |
| Base director retainer | $35,000 | Effective Jan 1, 2024 |
| Lead Independent Director retainer | $15,000 | Effective Jan 1, 2024 |
| Audit Chair fee | $20,000 | Effective Jan 1, 2024 |
| Compensation Committee member fee | $7,000 | Effective Jan 1, 2024 |
| Nominating & Governance Chair fee | $8,000 | Effective Jan 1, 2024 |
Performance Compensation
| Equity Award | Grant Value | Vesting | Change-in-Control Treatment | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs (2024) | $180,000 | Vest in full the day immediately prior to the next annual meeting, subject to service | Accelerate and vest in full upon change in control (2021 Plan) | None disclosed for director awards (time-based) |
Other Directorships & Interlocks
| Company | Sector / Relation to KLTR | Potential Interlock/Conflict Signal |
|---|---|---|
| Monday.com (Nasdaq: MNDY) | Work management SaaS (non-competing) | No related-person transactions disclosed; governance-only interlock |
| Cato Networks | SASE networking (non-competing) | No related-person transactions disclosed; governance-only interlock |
| SolarEdge (Nasdaq: SEDG) | Energy management (non-competing) | Prior executive roles; no KLTR related-person transactions disclosed |
Expertise & Qualifications
- Audit committee financial expert designation; financially sophisticated per Nasdaq rules.
- CPA (Israel); MBA and BA in Accounting & Economics.
- Decades of public company finance and operating experience (SolarEdge CFO/interim CEO; prior roles at SanDisk, Msystems, VocalTec).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Composition (Shares/RSUs/Options) |
|---|---|---|---|
| Ronen Faier | 362,854 | <1% | 205,544 common shares; 157,310 RSUs vesting within 60 days; 0 options |
Insider Trades and Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings (FY2024) | Timely | Company believes all required filings by directors/officers were timely in 2024 |
Governance Assessment
- Strengths: Independent Lead Director presiding over executive sessions; chairs Audit and Nominating committees; designated audit committee financial expert; strong attendance; compensation consultant (FW Cook) engaged with no conflicts; anti-hedging policy prohibits hedging/offsetting transactions.
- Alignment: Director compensation mix includes meaningful annual RSU grant ($180k) alongside cash fees ($63k in 2024), supporting equity alignment; RSUs accelerate on change in control per plan.
- Conflicts/Related party: Proxy’s related-person transactions policy centralizes Audit Committee review; provided disclosures show employment/indemnification agreements generally, with no Faier-specific related transactions disclosed in the sections reviewed.
- Watch items: RSU acceleration upon change in control (common but can be perceived as entrenchment risk in takeover scenarios); Faier was not listed among 2024 annual meeting attendees though attendance is not mandated.
RED FLAGS: None disclosed regarding pledging/hedging (anti-hedging policy in place), related-party transactions, or delinquent ownership filings.