Shlomo Dovrat
About Shlomo Dovrat
Shlomo Dovrat (age 65) is an independent Class III director of Outbrain (OB), serving on the Board since 2009 and currently the Board’s Lead Director; the proxy notes he has served as Lead Director since February 2024 and also that independent directors selected him as Lead Director in 2025 . He co-founded the Viola Group and Viola Ventures and is recognized by the Board as an audit committee financial expert, reflecting deep financial and operational expertise in technology investing and company building .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viola Group / Viola Ventures | Co-Founder; General Partner | Founded 2000; ongoing | Technology investor and governance experience |
| Oshap Technologies Ltd. (Nasdaq: OSHSF) | Founder & CEO | Until sale in 1998 | Built and exited public tech company |
| Tecnomatix Technologies Ltd. (Nasdaq: TCNO) | Founder & CEO | Until sale in 2005 | Built and exited public tech company |
| ECI Telecom Ltd. | Chairman | 2002–2007 | Board leadership at telecom company |
| Israel Democracy Institute | Chairman | 2008–2012 | Policy leadership in civil society |
| National Taskforce for the Advancement of Education in Israel | Chairman | 2003–2005 | National education policy oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unity Software Inc. (NYSE: U) | Director | Current | Board considered Outbrain–Unity transactional relationships in independence review |
| Volumez; ProteanTecs; Zyg Edge; NYK Studios; Worthy (private) | Director | Current | Private tech boards; network breadth |
| Aaron Institute for Economic Policy | Chairman | Current | Policy leadership |
| “Pnima” (Israeli social movement) | Chairman | Current | Social movement governance |
Board Governance
- Board leadership: Outbrain’s Chair is not independent; independent directors selected Mr. Dovrat as Lead Director to preside over executive sessions, liaise among directors, and enhance independent oversight (2025) .
- Independence: The Board determined Mr. Dovrat is independent under Nasdaq standards; independence review explicitly considered Outbrain’s relationships with Unity, where he serves as a director .
- Attendance: In 2024, the Board met 15 times; all directors attended at least 75% of Board and committee meetings; independent directors met in executive sessions periodically .
- Committee assignments and expertise: Mr. Dovrat is a member of the Audit Committee and Compensation Committee; the Board recognizes him as an audit committee financial expert .
| Director | Nominating & Corporate Governance | Compensation | Audit |
|---|---|---|---|
| Shlomo Dovrat | — | Member | Member |
| Committee Chairs | Arne Wolter (Nominating Chair) | Nithya B. Das (Comp Chair) | Yaffa Krindel (Audit Chair) |
- Committee mandates: Audit reviews financial reporting, ICFR, major risks (including cyber), and related-party transactions; Dovrat is designated a financial expert. Compensation oversees executive/Director pay plans and administers the Company’s Clawback Policy .
Fixed Compensation
| Element | Detail | 2024 Amount |
|---|---|---|
| Annual cash retainer | $40,000 for non-employee directors; $80,000 for Board Chair (in lieu of the $40,000) | Dovrat waived cash compensation in 2024 |
| Committee retainers | Audit: +$10,000 member, +$10,000 chair; Compensation: +$7,500 member, +$7,500 chair; Nominating: +$3,000 member, +$3,000 chair | Waived cash for 2024 |
| 2024 Director compensation (actual) | Fees paid in cash ($); Stock awards ($); Total ($) | $0 cash; $91,000 RSUs; Total $91,000 |
Notes: In 2024, Mr. Dovrat (affiliated with pre-IPO VC investors) waived cash fees; other directors received cash and RSU awards per program .
Performance Compensation
- Equity vehicle: RSUs under the Long-Term Incentive Plan; annual grant value $175,000 (capped at 20,000 RSUs) with quarterly vesting over three years; an initial onboarding RSU grant valued at $250,000 (capped at 30,000 RSUs) also vests quarterly over three years .
- 2024 grant and vesting: RSUs granted June 4, 2024; vest quarterly over three years; as of Dec 31, 2024, Mr. Dovrat had 14,999 unvested RSUs outstanding from this grant .
| Metric/Term | Type | Detail |
|---|---|---|
| Equity vehicle | RSUs (time-based) | Annual RSU $175,000 capped at 20,000 units; vests quarterly over three years |
| Grant date (2024) | RSUs | June 4, 2024 |
| Unvested balance (12/31/2024) | RSUs outstanding | 14,999 unvested RSUs |
| Performance metrics | Not disclosed for directors | Director equity awards are time-based; no performance conditions disclosed |
| Options/PSUs | Not disclosed for directors | No director options/PSUs disclosed in 2024 table |
Other Directorships & Interlocks
| Relationship | Description |
|---|---|
| Unity Software Inc. | Mr. Dovrat serves on Unity’s Board; Outbrain’s Board considered transactional relationships between Outbrain and Unity in its independence review and affirmed his independence |
| Viola Ventures III, L.P. | 6,345,789 shares held by Viola Ventures; as a Viola director, Mr. Dovrat shares voting/dispositive power over these shares (disclaims beneficial ownership except to pecuniary interest) |
Expertise & Qualifications
- Audit committee financial expert designation; each Audit member meets SEC/Nasdaq financial literacy requirements; Dovrat formally designated as an audit committee financial expert .
- Technology operator/investor cred: Co-founder/GP at Viola; prior founder/CEO of Oshap and Tecnomatix (public Israeli tech companies), and chair roles at ECI Telecom and civic institutions, giving breadth in strategic oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of 94,293,190 shares | Notes |
|---|---|---|---|
| Shlomo Dovrat | 6,372,457 | 6.76% | Includes 26,668 directly held shares and indirect holdings via Viola entities per footnote |
| Direct vs. Indirect | 26,668 direct | — | Indirect: shared voting/dispositive power as a Viola director over 6,345,789 shares held by Viola Ventures III, L.P. |
- Pledging/hedging: Proxy footnotes disclose pledging for another director (Galai) but do not indicate any pledged shares by Mr. Dovrat; Company policy restricts hedging, short sales, and certain option strategies by directors .
Governance Assessment
- Board effectiveness: Lead Director role (Dovrat) strengthens independent oversight, presiding over executive sessions and acting as liaison among directors, Chair, and CEO .
- Independence and conflicts: Despite interlocks (Unity directorship) and Viola-related ownership, the Board affirmatively determined Dovrat is independent after reviewing related-party relationships and transactions; Audit Committee also reviews and approves related-party transactions .
- Attendance/engagement: Board met 15 times in 2024; all directors attended at least 75% of meetings; independent directors convened executive sessions periodically .
- Pay-for-performance alignment: Mr. Dovrat waived cash fees and received only time-based RSUs ($91,000 grant-date fair value), aligning director incentives with shareholder outcomes through equity; vesting over three years supports longer-term alignment .
- Risk indicators: No pledging or hedging exceptions disclosed for Mr. Dovrat; Company Insider Trading Policy restricts hedging and short sales by directors .
- Compensation governance: Compensation Committee (of which Dovrat is a member) administers the Clawback Policy and oversees director/executive pay, supporting accountability mechanisms .
RED FLAGS to monitor: Significant indirect ownership via Viola entities and an external interlock (Unity) create potential perceived conflicts; however, the Board documented an independence determination after reviewing transactional relationships. Ongoing disclosure and committee oversight of related-party transactions mitigate this risk .