Asaf Porat
About Asaf Porat
Asaf Porat is Chief Operating Officer (COO) of Outbrain (now Teads/OB), serving since September 2021; prior roles included SVP Global Operations (2018–2021), VP Corporate Operations & Chief of Staff (2017–2018), and Director, Global Head of Deals (2014–2016). He holds an International MBA from Tel Aviv University with an exchange at Cornell’s Johnson School and previously served in the Israeli Navy as a Captain and Squadron Leader; age 39 as of April 24, 2025 . Company performance metrics used for executive pay emphasize Ex-TAC Gross Profit and Adjusted EBITDA; 2024 performance score was 86.6% and Porat’s 2024 non-equity incentive payout was $177,918 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Outbrain | Chief Operating Officer | Sep 2021–present | Led integration and operations; key role in acquisitions/integration of Ligatus, AdNgin, Zemanta . |
| Outbrain | SVP, Head of Global Operations | May 2018–Sep 2021 | Managed global ops, execution across publisher/advertiser network . |
| Outbrain | VP Corporate Operations & Chief of Staff | Jan 2017–Apr 2018 | Supported corporate initiatives, operational scaling . |
| Outbrain | Director, Global Head of Deals | Mar 2014–Dec 2016 | Led deals across network, foundational commercial responsibilities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Israeli Navy | Captain, Squadron Leader; Naval Combat Officer/Ship Commander | Prior to 2014 | Leadership, discipline, operations experience underpinning later corporate execution . |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary (USD) | $285,349 |
| Target Bonus (% of base) | 70% of base salary |
| Target Bonus (Employment Agreement in NIS) | NIS 420,000 annual target; monthly gross salary NIS 70,000 |
| Actual Non-Equity Incentive (Paid for 2024) | $177,918 |
| All Other Compensation | $81,028 (Israel statutory and benefit components) |
| One-time Discretionary Bonus (Apr 2025 for Teads deal) | $600,000 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|---|
| 2024 Annual Cash Bonus | Ex-TAC Gross Profit; Adjusted EBITDA | 80% financial; 20% performance metrics | Target bonus = 70% of base | Company performance score: 86.6% | $177,918 | Annual program; paid in 2025 . |
| 2023 PSU (granted Jun 5, 2023; 90,000 PSUs) | 50% Ex-TAC Gross Profit growth (1/1/2024–12/31/2025); 50% Adjusted EBITDA as % of Ex-TAC GP (1/1/2023–12/31/2025) | Performance-based | Proportional vest to performance (e.g., 80% achievement → 80% vest) | Performance period ends 12/31/2025 | Market/payout value $646,200 | Vests Q1 2026 subject to metrics; converts to RSUs on change-in-control and 100% vests 12/31/2025 subject to continued employment; double-trigger acceleration applies . |
| 2024 PSUs (granted Jun 4, 2024; 60,000 PSUs) | Stock price targets achieved for 20/30 consecutive days during performance period to 12/31/2026 | Performance + service | Quarterly service-based vest over 12 quarters | $6.20 target achieved in Q1 2025 for portion release | Market/payout value $430,800 | Continues quarterly vest; forfeiture/retention rules at change-in-control per program . |
| 2022/2023/2024 RSUs | Service-based | — | Quarterly vest | — | See unvested counts/values | Quarterly vest over 12–16 quarters (details below) . |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total Beneficial Ownership (3/31/2025) | 441,954 shares; less than 1% |
| Composition per footnote | 380,189 common shares + 61,765 options exercisable within 60 days of 3/31/2025 |
| Options (exercisable) | 2,941 (4/15/2016; $8.26, exp 4/15/2026); 58,824 (12/24/2020; $10.95, exp 12/24/2030) |
| Unvested RSUs (by grant) | 15,625 (4/19/2022; market value $112,188); 14,062 (6/5/2023; $100,965); 21,816 (6/5/2023; 12-quarter; $156,639); 105,000 (6/4/2024; $753,900); Total RSU market value $1,123,692 (fair value uses $7.18 close as of 12/31/2024) . |
| PSUs (unearned, by grant) | 90,000 (6/5/2023; payout value $646,200); 60,000 (6/4/2024; payout value $430,800); total $1,077,000 . |
| Vesting cadence | RSUs vest quarterly over 12–16 quarters; PSUs vest quarterly over 12 quarters contingent on performance targets . |
| Hedging/Pledging | Insider Trading Policy prohibits hedging, short sales, and certain derivatives; pledging not expressly prohibited in policy; no pledges disclosed for Porat . |
| Section 16 Compliance | Company reports directors/officers complied with Section 16(a) filings for FY2024 . |
Employment Terms
- Base Pay/Bonus: Monthly gross salary NIS 70,000; target annual bonus NIS 420,000, with Compensation Committee discretion to increase .
- Benefits (Israel): Company contributions to manager’s insurance policy—8⅓% for severance, 5% provident (with 5% employee contribution), 2.5% loss of earning ability; 7.5% company contribution to vocational studies fund (2.5% employee contribution); Company car (taxes borne by executive) .
- Termination/Notice: Either party may terminate with six months’ prior written notice (other than for cause) .
- Restrictive Covenants: Ongoing confidentiality; 12-month non-compete; 12-month non-solicit of employees, suppliers, and customers .
- Change-of-Control Equity Treatment: 2023 PSU converts to RSUs; 100% vests on December 31, 2025 subject to continued employment, with double-trigger acceleration if terminated within 12 months post-CoC other than for cause or for good reason .
- Clawback: Company adopted November 2023 Clawback Policy aligned with SEC/Nasdaq Rule 10D-1; recovers erroneously awarded incentive comp; includes discretionary recovery for misconduct contributing to restatement .
- Insider Trading: Policy prohibits trading on MNPI, requires pre-clearance for certain persons, and restricts hedging, short-term trading, short sales, and options on company securities .
- Related Party: Family relationship disclosed—Porat’s brother (Nadav) is a software engineer; compensated commensurately with peers .
Compensation Structure Analysis
- Mix: Significant equity-heavy pay-for-performance via RSUs and PSUs; 2024 stock awards fair value $826,540 vs salary $285,349 and non-equity bonus $177,918, reflecting emphasis on long-term equity alignment .
- Metric Rigor: PSU metrics are company-operational (Ex-TAC Gross Profit growth; Adjusted EBITDA margin on Ex-TAC GP) and market-based stock price hurdles ($6.20 achieved Q1 2025 for a portion), reinforcing both execution and market outcomes .
- Vesting cadence: Quarterly vesting over multi-year sequences supports retention but creates predictable supply of share releases; 2023 PSU converts and accelerates under CoC with continued employment through 12/31/2025 .
- Discretionary Bonuses: Board awarded one-time $600,000 discretionary bonus tied to Teads acquisition and financing execution in Q1 2025—signals recognition of transaction execution beyond annual plan metrics .
Vesting Schedules and Insider Selling Pressure
| Award | Grant Date | Vesting Schedule | Next Vesting Dynamics |
|---|---|---|---|
| RSUs (50,000; 4/19/2022) | 4/19/2022 | Quarterly over 16 quarters | Continues through 2026 . |
| RSUs (25,000; 6/5/2023) | 6/5/2023 | Quarterly over 16 quarters | Continues through 2027 . |
| RSUs (60,000; 6/5/2023) | 6/5/2023 | Quarterly over 12 quarters | Completes by 2026 . |
| RSUs (140,000; 6/4/2024) | 6/4/2024 | Quarterly over 16 quarters | Continues through 2028 . |
| PSUs (90,000; 6/5/2023) | 6/5/2023 | Performance; scheduled Q1 2026 release subject to metrics; CoC conversion to RSUs with 12/31/2025 vest | Potential release at end of performance period or CoC treatment . |
| PSUs (60,000; 6/4/2024) | 6/4/2024 | Quarterly service vest over 12 quarters, contingent on stock price targets; partial release confirmed Q1 2025 | Create periodic release upon targets achievement . |
Note: Quarterly vesting and PSUs tied to market targets can create steady share releases; policy prohibits hedging; no pledging disclosed for Porat .
Equity Ownership & Guidelines
- Ownership Guidelines: Proxy discloses Insider Trading Policy restrictions (hedging, short sales, certain derivatives) but does not disclose executive stock ownership guideline multiples; compliance with Section 16 filings confirmed for FY2024 .
- Pledging: A pledge is disclosed for Yaron Galai (2,200,000 shares) but none is disclosed for Porat—no personal pledging red flag identified for Porat .
Investment Implications
- Alignment: High equity component and rigorous PSUs linked to operational (Ex-TAC GP and Adjusted EBITDA) and market targets suggest strong alignment with value creation; ongoing quarterly vesting supports retention but implies predictable share supply over the next 2–3 years .
- Retention/CoC: 2023 PSU conversion and double-trigger acceleration under change-of-control create retention through 12/31/2025 while protecting against loss of earned awards post-transaction; enhances continuity during integration phases .
- Trading Signals: Achievement of the $6.20 price hurdle in Q1 2025 triggered partial releases under 2024 PSUs; combined with quarterly vesting, monitor Form 4s for cadence of sales around vest dates; hedging is barred, and no pledging is disclosed for Porat, reducing misalignment risks .
- Governance/Risk: Clawback policy in place, insider trading controls, and disclosure of family employment mitigate certain governance risks; no say-on-pay requirement as an EGC but compensation appears tied to defined metrics and extraordinary transaction execution (discretionary bonuses) .