Shay David
About Shay David
Dr. Shay David, 52, is an independent Class III director of Kaltura, Inc., serving since October 2006; his current term runs to the 2027 annual meeting . He is a Kaltura co‑founder who previously served as President & GM, Media & Telecom (2016–2019) and Chief Revenue Officer (2012–2015) . The Board determined he is independent under Nasdaq rules and that there are no family relationships among directors or officers . He holds a Ph.D. in Science & Technology from Cornell (2008), an M.A. from NYU (2003), a B.S. in Computer Science & Philosophy from Tel Aviv University (2001), and was a post‑doctoral fellow at Yale Law School (2007–2008) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaltura, Inc. | Director (Class III) | Oct 2006–present | Independent director; not listed on standing committees |
| Kaltura, Inc. | President & GM, Media & Telecom | 2016–2019 | Led media/telecom segment operations |
| Kaltura, Inc. | Chief Revenue Officer | 2012–2015 | Oversaw revenue functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Retrain.ai (private) | Co‑founder; CEO & Chairman | Aug 2020–present | Leads AI company; governance leadership |
| Yale Law School | Post‑doctoral fellow | 2007–2008 | Academic research |
Board Governance
- Committee assignments: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees in the committee chart .
- Independence: Board determined Dr. David is independent under Nasdaq listing standards; no family relationships among directors/officers .
- Attendance: Board met 10 times in 2024; each director attended more than 75% of Board/committee meetings; Dr. David attended the 2024 annual meeting .
- Board structure: Combined Chair/CEO roles (Ron Yekutiel), mitigated by a Lead Independent Director (Ronen Faier) who presides over executive sessions; independent directors meet at least twice per year in executive session .
- Class/term: Class III director; term expires at the 2027 annual meeting .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $30,000 | Annual director cash compensation received |
| Committee Membership Fees | — | Not disclosed for Dr. David; not listed on committees |
| Committee Chair Fees | — | Not applicable; not a chair |
| Meeting Fees | — | Not disclosed |
Policy reference: Non‑employee directors receive an annual retainer of $35,000; additional fees for committee roles and Lead Director; annual RSU grant value $180,000 with vesting prior to the next annual meeting; equity accelerates on change‑in‑control .
Performance Compensation
| Equity Element (FY 2024) | Grant-date Fair Value | Vesting Terms | Change‑in‑Control Treatment |
|---|---|---|---|
| Annual RSU Grant | $180,000 | Vests in full on the day immediately prior to the next annual shareholder meeting, subject to continued service | Accelerates and vests in full upon a change in control (per 2021 Plan) |
| Unvested RSUs at 12/31/2024 | 157,310 units | Time‑based per policy | Accelerates on change in control |
Company policies relevant to incentive alignment and conduct:
- Clawback Policy adopted per SEC/Nasdaq rules effective Oct 2, 2023 .
- Anti‑Hedging Policy prohibits hedging transactions by directors/officers/employees .
- Insider Trading Policy governs trading in Company securities and is publicly referenced .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| Retrain.ai | CEO & Chairman | Private | No related‑party transactions with Retrain.ai disclosed; Company’s Related Person Transaction Policy governs RPTs . |
| — | — | — | No other public company directorships for Dr. David disclosed in the proxy . |
Expertise & Qualifications
- Technology/media: Extensive experience founding and operating technology companies; led Kaltura revenue and segment operations .
- Academic credentials: Ph.D. (Cornell, 2008), M.A. (NYU, 2003), B.S. (Tel Aviv University, 2001), post‑doc at Yale Law School (2007–2008) .
- Board qualifications: Selected for board based on co‑founder perspective and extensive media/technology experience .
Equity Ownership
| Ownership Detail (as of 4/21/2025) | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 1,619,491 | Includes common, options exercisable within 60 days, and RSUs vesting within 60 days |
| Ownership (% of outstanding) | 1.0% | Based on 155,125,004 shares outstanding |
| Common Shares | 1,194,431 | Direct/indirect beneficial ownership |
| Options Exercisable ≤60 days | 267,750 | Director options exercisable within 60 days |
| RSUs Vesting ≤60 days | 157,310 | Unvested director RSUs scheduled to vest |
| Shares Pledged | — | No pledging disclosure; Anti‑Hedging Policy in place |
| Director Equity Outstanding (12/31/2024) | Options: 267,750; Unvested RSUs: 157,310 | Year‑end snapshot |
Governance Assessment
- Strengths: Independent status despite co‑founder background; >75% attendance with participation in annual meeting; meaningful personal ownership (1.0%) aligning interests; director equity program with time‑based RSUs; robust policies (clawback and anti‑hedging) .
- Constraints: Not serving on standing committees limits direct oversight influence; combined Chair/CEO structure concentrates power (mitigated by Lead Independent Director) .
- Conflicts/Related‑party exposure: Retrain.ai leadership could present perceived conflict if business overlaps, but no related‑person transactions are disclosed; formal RPT policy requires Audit Committee review/approval of any such transactions .
- Board effectiveness signals: Independent directors hold executive sessions at least twice per year; committee composition features financial expertise and use of an independent compensation consultant (FW Cook) with no conflicts, supporting governance quality .
RED FLAGS
- None disclosed specific to Dr. David in the proxy: no hedging, pledging, loans, or related‑party transactions reported; Section 16 compliance reported as timely for 2024 .
Notes on Director Compensation Benchmarking and Shareholder Input
- Compensation Committee engaged FW Cook; determined advisor independence and no conflicts; FW Cook does not provide other services to the Company .
- Say‑on‑pay results, director ownership guidelines, and shareholder feedback specific to Dr. David not disclosed in this proxy; annual director equity grants and cash retainers follow stated policy .