Yaffa Krindel
About Yaffa Krindel
Independent director at Outbrain Inc. (Class II; term expiring at the 2026 Annual Meeting), age 70, serving since April 2022. She is Audit Committee Chair and designated an “audit committee financial expert,” bringing deep finance, investment, and accounting expertise from venture capital and CFO roles; education includes a B.A. in Economics & Far Eastern Studies (Hebrew University) and an M.B.A. (Tel Aviv University), both with distinction .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Star Ventures (German-Israeli VC) | Managing Partner | 1997–2007 | Led investments; finance/investment expertise |
| Lannet Data Communications (Nasdaq: LNTF) | CFO & VP Finance | Feb 1992–Jun 1996 | Senior finance leadership at public tech co. |
| Rotem Amfert | Corporate Treasurer | Apr 1986–Jan 1992 | Corporate treasury leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ashdod Port Company | Director | Since May 2022 | Current directorship |
| BreezeCOM Ltd. (Nasdaq: BRZE) | Director | Aug 1993–Aug 2001 | Served until acquisition/merger |
| Fundtech Ltd. (Nasdaq: FNDT) | Director | Feb 2004–Nov 2011 | Served until acquisition/merger |
| Voltaire Ltd. (Nasdaq: VOLT) | Director | Feb 2008–Feb 2011 | Served until acquisition/merger |
| Syneron Medical Ltd. (Nasdaq: ELOS) | Director | Nov 2005–Jul 2017 | Served until acquisition/merger |
| Itamar Medical Ltd. (Nasdaq: ITMR) | Director | Jun 2016–Dec 2021 | Served until acquisition/merger |
| Sol-Gel Technologies (Nasdaq: SLGL) | Director | Mar 2018–Jul 2023 | Served until acquisition/merger |
Board Governance
- Independence: Board determined Ms. Krindel is independent under Nasdaq standards (April 2025 review) .
- Committee assignments: Audit Committee Chair; member composition is Shlomo Dovrat (M), Yaffa Krindel (C), Arne Wolter (M). She is designated an “audit committee financial expert” .
- Board structure: Classified board (three classes); Ms. Krindel is Class II; current Class II terms expire at the 2026 Annual Meeting .
- Meetings/attendance: Board held 15 meetings in 2024; Audit Committee met 5 times; all directors then serving attended at least 75% of applicable meetings. Independent directors hold executive sessions periodically .
- Leadership/oversight: Chair separated from CEO; Lead Independent Director is Shlomo Dovrat (selected in 2025). Committees oversee financial reporting, compensation risk, governance, sustainability, and conflicts .
Fixed Compensation
| Component (Director) | Amount | Notes |
|---|---|---|
| Cash Fees (2024) | $67,500 | Fees paid in cash per 2024 Director Compensation Table |
| Stock Awards (2024 grant-date fair value) | $91,000 | RSUs granted June 4, 2024; vest quarterly over 3 years |
| Total (2024) | $158,500 | Sum of cash + stock |
Mix (calculated): ~43% cash / ~57% equity (computed from disclosed amounts) .
Program terms (non-employee director compensation):
- Annual cash retainer: $40,000; Audit Committee member +$10,000; Audit Committee Chair additional +$10,000; Comp Committee member +$7,500 (+$7,500 Chair); Nominating Committee member +$3,000 (+$3,000 Chair) .
- Equity: Onboarding RSU $250,000 capped at 30,000 RSUs (3-year quarterly vesting); annual RSU $175,000 capped at 20,000 RSUs (3-year quarterly vesting) .
Performance Compensation
| Component | Metrics/Terms | Status |
|---|---|---|
| Director equity | Time-based RSUs; no performance metrics for non-employee directors | Annual grants vest quarterly over three years |
Other Directorships & Interlocks
- Current public company directorships: None disclosed beyond Outbrain; Ashdod Port Company disclosed as a directorship (jurisdiction/company type not specified in proxy) .
- Interlocks/conflicts: The Board analyzed independence and related-party relationships; independence affirmed for Ms. Krindel. No Ms. Krindel-specific related-party transactions disclosed .
Expertise & Qualifications
- Financial/investment and accounting expertise from VC leadership and prior public-company CFO role; designated audit committee financial expert .
- Education: B.A. (Economics & Far Eastern Studies), Hebrew University; M.B.A., Tel Aviv University; both with distinction .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Outstanding | Detail |
|---|---|---|---|
| Yaffa Krindel | 44,778 shares | <1% | 42,713 common shares; 2,065 RSUs vesting within 60 days of Mar 31, 2025 |
- Pledging/Hedging: No pledging disclosed for Ms. Krindel; company hedging policy prohibits hedging, short sales, and derivative transactions in company stock by directors .
Governance Assessment
- Strengths: Independent Audit Chair with audit committee financial expert designation; extensive boardroom and finance background; attendance at least 75% threshold met among all directors; equity-based pay aligns interests; hedging prohibited .
- Potential risks/red flags: None disclosed specific to Ms. Krindel (no related-party transactions/loans/pledges noted). Board notes Altice Teads as a 46.4% holder with two designees (board-level concentration risk; not specific to Ms. Krindel) .
- Say-on-Pay: As an Emerging Growth Company, Outbrain is not required to hold a non-binding advisory vote on executive compensation at this time (context for governance environment) .