Dexter Goei
About Dexter Goei
Dexter Goei (age 53) is an independent Class II director of Outbrain Inc. (OB), appointed March 12, 2025 with a term expiring at the 2026 Annual Meeting. He is a former CEO and Executive Chairman of Altice USA and previously served as CEO of the Altice Group; earlier, he spent 15 years in investment banking at JPMorgan and Morgan Stanley and holds a Georgetown University School of Foreign Service degree with cum laude honors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altice USA (NYSE: ATUS) | Chief Executive Officer | 2016 – Oct 2022 | Led U.S. cable operations growth |
| Altice USA (NYSE: ATUS) | Executive Chairman | Oct 2022 – Mar 2023 | Oversight of strategic direction |
| Altice Group | Chief Executive Officer | 2009 – (prior to Altice USA role) | Built multinational telecom footprint |
| Morgan Stanley (Media & Communications Group) | Co‑Head (Europe) | Prior to 2009 | Led media/communications IB coverage |
| JPMorgan | Investment Banking | Prior to Morgan Stanley | Media & communications coverage |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Altice USA (NYSE: ATUS) | Director | Ongoing | Continues service; past CEO/Exec Chair |
Board Governance
- Independence: The Board determined Dexter Goei is independent under Nasdaq rules .
- Committee memberships: None currently; he is not listed as a member or chair on Audit, Compensation, or Nominating & Corporate Governance committees .
- Appointment/tenure: Appointed March 12, 2025 as a Class II director designated by Altice Teads under the Stockholders Agreement; term runs to the 2026 Annual Meeting .
- Attendance context: In 2024, the Board met 15 times; all then-serving directors attended at least 75% of Board and committee meetings. Independent directors hold executive sessions periodically; five of eight directors attended the 2024 Annual Meeting .
- Board leadership: Chair is Co-Founder Yaron Galai; Lead Independent Director is Shlomo Dovrat (selected 2025) .
Fixed Compensation
| Component | Amount/Value | Terms | Evidence |
|---|---|---|---|
| Board cash retainer (non-employee) | $40,000 | Annual cash; $80,000 for Board Chair (in lieu of standard retainer) | |
| Audit Committee member | $10,000 | Additional annual cash; +$10,000 for Audit Chair | |
| Compensation Committee member | $7,500 | Additional annual cash; +$7,500 for Comp Chair | |
| Nominating Committee member | $3,000 | Additional annual cash; +$3,000 for Nom/Gov Chair | |
| Commencement RSU award | 30,000 RSUs | Granted March 12, 2025; program value $250,000 capped at 30,000 RSUs; vests quarterly over 3 years | |
| Annual RSU award | $175,000 (≤20,000 RSUs) | Vests quarterly over 3 years; eligibility under director program | |
| 2024 director pay | N/A for Goei | Joined March 2025; did not receive 2024 director compensation | |
| Appointment comp terms | Consistent with director program | As disclosed in 8‑K at appointment |
Notes:
- The Form 4 filed March 14, 2025 reports an award of 30,000 common shares/RSU-related acquisition on March 12, 2025; post‑transaction ownership 30,000 shares, consistent with the program’s commencement RSU cap .
Performance Compensation
- No performance-based equity (e.g., PSUs) or cash metrics are disclosed for non‑employee directors in OB’s director compensation program .
| Performance Metric | Target/Definition | Applicable to Director Pay? | Evidence |
|---|---|---|---|
| PSUs tied to stock price or financial goals | Market/financial hurdles | No — not part of non‑employee director comp |
Other Directorships & Interlocks
| Entity | Relationship | Detail | Governance Implication |
|---|---|---|---|
| Altice Teads S.A. | Designating stockholder | Entitled to designate two OB directors post‑Teads acquisition; selected Dexter Goei and Mark Mullen | Significant influence over Board composition |
| Altice USA (NYSE: ATUS) | Director (Goei) | Goei is a current ATUS director; past CEO/Exec Chair | Potential information flow with Altice entities |
| Altice Teads ownership | 43,750,000 OB shares (46.4%) | Altice Teads beneficial ownership post‑deal | Control-like stake; board designation rights |
The Board noted “several immaterial, arms-length transactions” between OB and Altice entities when assessing independence for Goei and Mullen; both were deemed independent .
Expertise & Qualifications
- Corporate strategy, operations, finance from CEO/Chair roles in telecoms and media .
- Investment banking background in media/communications at Morgan Stanley and JPMorgan .
- Education: Georgetown University School of Foreign Service, cum laude .
Equity Ownership
| Category | Amount/Detail | Date/Source |
|---|---|---|
| Form 3 filed | Initial director ownership filing | March 14, 2025 |
| RSU/Share award | 30,000 shares (A‑type award) | Grant on March 12, 2025; post‑transaction ownership 30,000 |
| Beneficial ownership in proxy (as of Mar 31, 2025) | Not reported with a share count (joined Mar 12, 2025) | |
| Pledging/Hedging | Company hedging policy prohibits hedging, short sales, puts/calls; no pledging disclosure for Goei | Hedging policy ; no pledge footnote for Goei |
Vesting/lock-up: Director RSUs vest quarterly over 3 years; awards are service‑conditioned under the non‑employee director program .
Governance Assessment
- Independence and Committee Role: Board affirmed Goei’s independence; currently not assigned to standing committees, which mitigates direct committee‑level conflicts (e.g., Audit oversight of related parties) .
- Shareholder Influence/Interlocks: Altice Teads’ 46.4% stake and designation rights create a structural interlock; while the Board reviewed arms‑length Altice transactions and still deemed independence, the controlling holder representation warrants monitoring of minority protection and related‑party oversight practices .
- Compensation and Alignment: Director pay mix is modest cash + multi‑year RSUs; commencement grant of 30,000 RSUs aligns director incentives with shareholder value over time via service‑based vesting; no performance metrics for directors reduces potential short‑termism or metric gaming, but limits direct pay‑for‑performance signals .
- Policy Safeguards: Insider Trading Policy includes robust hedging, options, short‑sale restrictions; executive sessions and independent Lead Director structure support board independence under a non‑independent Chair .
- Attendance and Engagement: 2024 attendance thresholds were met by then‑serving directors; Goei’s appointment in 2025 post‑dates those metrics. Continued tracking of his meeting attendance and engagement is advisable .
- Say‑on‑Pay: OB is an emerging growth company and is not required to present say‑on‑pay; governance sentiment can be partially inferred from Annual Meeting voting results, which showed broad support for director nominees and auditor ratification in 2025 .
RED FLAGS and Watch Items
- Major stockholder designation (Altice Teads) and director service at Altice USA create perceived conflict risk; ensure continued disclosure and committee‑level oversight of any Altice‑related transactions .
- Concentrated ownership (46.4%) implies potential control dynamics; monitor board independence and minority shareholder engagement .
- No director performance‑based compensation may reduce explicit pay-for-performance alignment; however, RSUs vest over time and provide alignment through ownership .
Recent Board/Shareholder Events
- 2025 Annual Meeting results: Class I directors elected with strong support; auditor ratification passed overwhelmingly .
- Director appointment: Dexter Goei and Mark Mullen appointed March 12, 2025 under Stockholders Agreement; compensation per director program .