Kate Taneyhill Jhaveri
About Kate Taneyhill Jhaveri
Kate Taneyhill Jhaveri (age 51) is an independent Class I director at Outbrain, serving since August 2021; she is standing for re‑election at the 2025 annual meeting. She is a senior marketing executive with prior roles as Global Head of Marketing at TikTok (2022–2025), EVP & CMO of the NBA (2019–2022), CMO of Twitch (2017–2019), Head of Consumer Marketing at Twitter (2013–2017), Head of Brand Marketing at Facebook, and seven years at Microsoft in Windows/IE/Bing marketing. She holds a B.A. from College of the Holy Cross and an M.B.A. from Dartmouth’s Tuck School of Business, and the Board has affirmatively determined her independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TikTok | Global Head of Marketing | 2022–2025 | Oversaw consumer and brand marketing globally |
| National Basketball Association (NBA) | EVP & Chief Marketing Officer | 2019–2022 | Led global marketing, research, analytics; drove revenue, commerce, brand growth for NBA, G League, NBA 2K League |
| Twitch (Amazon) | Chief Marketing Officer | 2017–2019 | Led marketing for live-streaming platform |
| Head of Consumer Marketing | 2013–2017 | Led consumer marketing strategy | |
| Head of Brand Marketing | Pre‑2013 | Brand marketing leadership | |
| Microsoft | Marketing communications for Windows, Internet Explorer, Bing | ~7 years pre‑Facebook | Led marketing communications across major product lines |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| TikTok | Global Head of Marketing | Former (most recently 2022–2025) | Global consumer/brand marketing leadership |
| NBA | EVP & CMO | Former (2019–2022) | Oversaw global marketing and analytics |
| Twitch | CMO | Former (2017–2019) | Marketing leadership |
| Head of Consumer Marketing | Former (2013–2017) | Consumer marketing | |
| Head of Brand Marketing | Former | Brand marketing | |
| Microsoft | Marketing communications | Former | Windows/IE/Bing |
Board Governance
- Committee assignments: Member, Compensation and Human Capital Management Committee; Member, Nominating and Corporate Governance Committee. She is not a chair; current chairs are Nithya B. Das (Compensation) and Arne Wolter (Nominating) .
- Independence: Board determined that Jhaveri is independent under Nasdaq standards, with no relationships interfering with independent judgment .
- Attendance and engagement: In 2024 the Board met 15 times; Audit met 5, Compensation 6, Nominating 2. All directors then serving attended at least 75% of Board and committee meetings; independent directors hold periodic executive sessions .
- Tenure and classification: Class I director since August 2021; standing for re‑election to serve through 2028 if elected .
Fixed Compensation
Director compensation program (non‑employee directors):
- Cash retainers: $40,000 annual; Committee retainers: Audit member $10,000 (Chair additional $10,000), Compensation member $7,500 (Chair additional $7,500), Nominating member $3,000 (Chair additional $3,000); Board Chair cash retainer $80,000 (in lieu of $40,000) .
- Equity: Initial RSU grant valued at $250,000 (capped at 30,000 RSUs), quarterly vest over 3 years; annual RSU grant valued at $175,000 (capped at 20,000 RSUs), quarterly vest over 3 years .
2024 director compensation (actual):
| Component | Amount ($) | Notes |
|---|---|---|
| Cash fees | 50,500 | Annual and committee retainers |
| Stock awards (fair value) | 91,000 | RSUs granted June 4, 2024, vest quarterly over 3 years; 14,999 unvested RSUs outstanding as of 12/31/24 |
| Total | 141,500 | Sum of cash and equity grant-date fair value |
Performance Compensation
- Non‑employee director equity is time‑based RSUs; no performance‑linked metrics or options disclosed for directors. Director equity vests quarterly over multi‑year schedules; no director-specific PSU metrics disclosed .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Jhaveri .
- Compensation committee interlocks: Company discloses no interlocks; none of the compensation committee members (including Jhaveri) are officers or employees, and no reciprocal board/compensation committee relationships with the Company’s executives were reported .
Expertise & Qualifications
- Core expertise: High‑technology and advertising industry marketing and operations; extensive experience with advertisers and brand growth across global platforms (TikTok, NBA, Twitch, Twitter, Facebook, Microsoft) .
- Education: B.A., College of the Holy Cross; M.B.A., Dartmouth College’s Tuck School of Business .
- Board contribution: Selected for strong marketing and operational expertise, and extensive advertiser/advertising experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Kate Taneyhill Jhaveri | 32,501 | <1% | As of March 31, 2025; beneficial ownership under SEC rules |
| Unvested RSUs (12/31/24) | 14,999 | N/A | From June 4, 2024 annual grant; quarterly vest over 3 years |
| Pledging/Hedging | No pledging disclosed; hedging/short sales prohibited by policy | N/A | Insider Trading Policy restricts hedging, options trading, short sales |
Stock ownership guidelines for directors: Not disclosed in the proxy .
Governance Assessment
- Board effectiveness: Independent status, dual committee membership (Compensation and Nominating) and regular attendance support effective oversight; independent executive sessions occur periodically .
- Compensation alignment: Director pay mixes cash retainers with multi‑year RSU vesting, aligning with shareholder interests without performance-linked equity that could distort incentives for board oversight .
- Conflicts and related‑party exposure: No Jhaveri‑specific related‑party transactions disclosed; Board’s independence review found her independent. Company maintains a Related Person Transaction Policy and reviews potential conflicts via Audit Committee .
- Risk indicators: No legal proceedings, pledging, or hedging red flags disclosed for Jhaveri; Company policy restricts hedging/short sales. As an emerging growth company, Outbrain is not required to hold say‑on‑pay votes, which modestly reduces direct shareholder feedback channels on pay, but this pertains to executive pay rather than directors .
Overall signal: Governance-positive. Independent director with deep marketing expertise and active committee roles; compensation structure emphasizes equity alignment with time‑based vesting and modest cash retainers; no disclosed conflicts or attendance concerns .