Yaron Galai
About Yaron Galai
Yaron Galai, age 54, is Co‑Founder and Chair of the Board at Outbrain (OB). He co‑founded Outbrain in 2006, served as CEO from 2006–2017 and Co‑CEO from October 2017 through March 31, 2024; he remained an employee in an advisory role through December 31, 2024. He studied industrial design at Holon Institute of Technology and is a Lieutenant Commander Officer (reserve) in the Israeli Navy . He is not an independent director; the Board maintains a Lead Independent Director to counterbalance his non‑independent Chair role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Outbrain Inc. | Co‑Founder; Chair of the Board | 2006–present (Chair since 2006) | Board leadership; strategic oversight |
| Outbrain Inc. | CEO | 2006–2017 | Led growth and operations |
| Outbrain Inc. | Co‑CEO | Oct 2017–Mar 31, 2024 | Transitioned to advisory role through Dec 31, 2024 |
| Outbrain Inc. | Advisor (employee) | Apr 1, 2024–Dec 31, 2024 | Transitional support |
| Quigo Technologies, Inc. | CEO; SVP | CEO 2000–2003; SVP 2003–2007 (acquired by AOL Time Warner Dec 2007) | Built performance‑based advertising platform |
| HopStop.com, Inc. | Director | Until acquisition by Apple Inc. | Product/market guidance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Listory Corp. → SpokenLayer (post‑acquisition) | Executive Chairman (Listory) → Chairman (SpokenLayer) | Executive Chairman until May 2023; Chairman from May 2023 | Product/content strategy; post‑deal integration |
Board Governance
- Board class: Class III director, term expiring at the 2027 Annual Meeting .
- Independence: Not independent; Board designated Lead Independent Director (Shlomo Dovrat) in Feb 2024 given Chair’s non‑independent status .
- Committees: None (not on Audit, Compensation & HCM, or Nominating & Corporate Governance) .
- Attendance: Board held 15 meetings in 2024; all directors then serving attended at least 75% of Board and committee meetings. Independent directors meet in executive session periodically .
- Board leadership: Chair (Galai) separate from CEO (Kostman) since April 2024 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 430,000 | 430,000 |
| Director Cash Retainer ($) | Not applicable (treated under executive comp) | Not applicable in 2024 (advisor; executive comp) |
| Board Chair Retainer Program ($) | Program: $80,000 annual cash retainer for Board Chair (in lieu of $40,000) | Program: $80,000 annual cash retainer for Board Chair (in lieu of $40,000) |
Notes: In 2024, under a Transition Services Agreement, Galai continued at his Co‑CEO base salary rate and was not eligible for equity awards; he served as an advisor through December 31, 2024 .
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Target Bonus % of Base | 80% (100% tied to financial metrics) | 80% until Apr 1, 2024; 50% thereafter (100% tied to financial metrics) |
| Company Performance Score | 68% | 86.6% |
| Non‑Equity Incentive Plan Payout ($) | 204,336 | 214,094 |
| Stock Awards (RSUs/PSUs) – Grant‑Date Fair Value ($) | 361,500 | — (not eligible in 2024 per Transition Services Agreement) |
| Option Awards ($) | — | — |
| Performance Metrics Used | Ex‑TAC Gross Profit; Adjusted EBITDA | Ex‑TAC Gross Profit; Adjusted EBITDA |
Additional policies and provisions:
- Clawback Policy: Adopted Nov 2023; mandatory recovery of excess incentive compensation upon accounting restatements (three‑year lookback), plus discretionary recovery in cases of misconduct or policy violations .
- Hedging Policy: Prohibits hedging, short sales, and certain derivative transactions in Company stock .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| SpokenLayer | Private | Chairman | Post‑acquisition from Listory (May 2023) |
| HopStop.com | Private (acquired) | Director | Until acquisition by Apple; no current interlocks disclosed |
No current public company directorships disclosed for Galai .
Expertise & Qualifications
- Domain experience: Publishers and internet advertising; serial founder/executive in adtech (Outbrain, Quigo) .
- Leadership: Board Chair since 2006; deep organizational knowledge .
- Education/Service: Holon Institute of Technology (industrial design); Israeli Navy Lieutenant Commander (reserve) .
Equity Ownership
As of March 31, 2025:
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 3,545,078 |
| Ownership % of Shares Outstanding | 3.76% (based on 94,293,190 shares) |
| Directly Held Shares | 3,398,019 |
| Options Exercisable within 60 Days | 147,059 |
| Option Details | Grant 12/24/2020; Strike $10.95; Expiration 12/24/2030 |
| Shares Pledged as Collateral | 2,200,000 (RED FLAG) |
Governance Assessment
- Independence and board balance: As a non‑independent Chair and Co‑Founder, governance relies on the Lead Independent Director and independent committee structures to provide checks and balances. Independent directors meet in executive sessions, and all committee members meet heightened independence standards .
- Committee participation: Galai is not on any key committees (Audit, Compensation & HCM, Nominating & Governance), limiting potential conflicts in compensation and oversight processes .
- Attendance: At least 75% attendance at Board/committee meetings indicates baseline engagement, with a high 2024 meeting cadence (15 meetings) supporting active oversight .
- Compensation alignment: 2024 bonus fully tied to financial metrics (no qualitative component), consistent with pay‑for‑performance design; clawback policy strengthens discipline. No 2024 equity grant while serving as advisor reduces pay inflation risk .
- Ownership alignment: Significant ownership (3.76%) supports alignment; however, pledge of 2.2M shares introduces potential forced‑sale/overhang risk if collateral enforcement occurs. Company hedging restrictions mitigate misalignment but do not prohibit pledging by policy disclosure; pledge is a governance red flag to monitor .
- Related‑party/registration rights: Galai is party to investor registration rights (IRA), enabling potential liquidity events; monitor for large secondary sales or piggybacks that could signal reduced long‑term commitment or affect float/price dynamics .
- Overall signals: Non‑independent chair with strong historical involvement and ownership can support strategic continuity; mitigants include independent lead director and independent committees. Key red flags are the pledged shares and non‑independence; attendance and clawback/insider trading policies are positives .
RED FLAGS
- Non‑independent Board Chair (Galai) requires continued reliance on Lead Independent Director and committee rigor .
- 2,200,000 shares pledged as collateral; potential alignment and liquidity risk if collateral is enforced .
- Liquidity via registration rights (IRA) could contribute to supply overhang if used aggressively .
Mitigants
- Lead Independent Director in place; independent committees with financial expertise (Audit Chair Krindel; Compensation Chair Das; Nominating & Governance Chair Wolter) .
- Clawback policy aligned with SEC/Nasdaq rules; hedging restrictions in Insider Trading Policy .
- Strong Board meeting frequency and minimum attendance thresholds met in 2024 .