Jacob Shulman
About Jacob Shulman
Independent director (since June 2022), age 54, and an “audit committee financial expert.” Currently CFO of Tekion Corp (joined January 2024); previously CFO of JFrog Ltd (2018–2023) and Mellanox Technologies (2012–2018). Education: B.S. in Economics & Accounting (Tel Aviv University) and MBA (College of Management Academic Studies). He serves on PubMatic’s Audit Committee and is designated independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tekion Corp | Chief Financial Officer | Jan 2024–present | Private company; operational/financial leadership |
| JFrog Ltd | Chief Financial Officer | May 2018–Dec 2023 | SaaS finance leadership |
| Mellanox Technologies, Ltd. | Chief Financial Officer | Nov 2012–May 2018 | Public tech CFO, capital markets, controls |
| Mellanox Technologies, Ltd. | VP Finance | Mar 2012–Nov 2012 | Finance leadership |
| Mellanox Technologies, Ltd. | Corporate Controller | Jun 2007–Mar 2012 | Reporting, controls |
External Roles
- No other public company directorships disclosed for Shulman in the proxy .
- No disclosed non-profit/academic board roles for Shulman in the proxy .
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under SEC/Nasdaq standards |
| Committee Assignments | Audit Committee member; designated “audit committee financial expert” |
| Committee Chair Roles | None (Audit Committee chaired by Shelagh Glaser) |
| Meeting Attendance | In 2024: Board held 4 meetings; Audit held 4; no director attended <75% of aggregate meetings (Shulman met/exceeded) |
| Executive Sessions | Independent directors hold executive sessions at each regularly scheduled Board meeting |
| Board Composition | 6 of 8 directors independent; separation of Chair (Amar K. Goel) and CEO (Rajeev K. Goel) |
Fixed Compensation
| Component (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Board General Service Fee | $45,000 | Standard annual cash retainer |
| Audit Committee Member Fee | $10,000 | Non-chair member fee |
| Total Cash Fees Earned | $55,000 | Reported for Jacob Shulman in FY 2024 |
Performance Compensation
| Equity (FY 2024) | Value/Units | Vesting | Notes |
|---|---|---|---|
| Annual RSU Grant (directors) | $185,000 | Earliest of next AGM, one year, death/disability, or change-in-control | Paid as RSUs; DSU election optional (settlement deferral). No performance metrics; time-based vesting only |
| Unvested RSUs (12/31/2024) | 8,447 shares | Per policy above | Held by Shulman as of year-end |
Performance metrics tied to director compensation: None (director equity is time-based RSUs; no revenue/EBITDA/TSR metrics) .
Other Directorships & Interlocks
| Category | Observation |
|---|---|
| Other Public Boards | None disclosed for Shulman |
| Compensation Committee Interlocks | Committee members were Nick Mehta and Susan Daimler; no interlocks disclosed involving PubMatic executives (not specific to Shulman) |
| Related-Party Transactions | None >$120,000 involving directors/executives (including Shulman) during 2024–present, per policy and disclosure |
Expertise & Qualifications
- Audit committee financial expert designation; deep CFO experience in SaaS, networking, and technology industries .
- Education: B.S. Economics & Accounting (Tel Aviv University); MBA (College of Management Academic Studies) .
Equity Ownership
| Metric | As-of Date | Amount |
|---|---|---|
| Total beneficial ownership (Class A) | Apr 1, 2025 | 26,483 shares; less than 1% of outstanding |
| Direct Class A shares held | Apr 1, 2025 | 8,065 shares |
| RSUs vesting within 60 days | Apr 1, 2025 | 18,418 Class A shares issuable upon RSU settlement within 60 days |
| Unvested RSUs outstanding | Dec 31, 2024 | 8,447 shares |
| Hedging/Pledging | Prohibited for directors absent pre-approval; company policy bans hedging/pledging except limited pre-approved cases |
Governance Assessment
- Independence and attendance: Shulman is independent and met attendance expectations with regular participation in Board and Audit meetings; executive sessions support robust oversight—positive for investor confidence .
- Financial oversight: As an Audit Committee member and designated financial expert, Shulman enhances oversight of financial reporting, cybersecurity, AI-related risk, and related-party transactions—supports board effectiveness .
- Pay alignment for directors: Cash retainer plus time-based RSUs ($185,000) reflects standard market practice; no performance-linked director equity (neutral, common structure). He did not elect DSUs in 2024 per director compensation table note; DSU elections were by Daimler, Glaser, Hanebrink .
- Ownership alignment: Modest direct ownership with scheduled RSU vesting; less than 1% beneficial ownership is typical for independent directors; hedging/pledging restrictions strengthen alignment .
- Conflicts/related-party exposure: No related-party transactions reported; external CFO role at Tekion (automotive platform) is outside PubMatic’s ad-tech domain—low competitive conflict risk; monitor time commitments given executive responsibilities .
- Broader governance signals: Board structure separates Chair and CEO; high 2024 say-on-pay support (98.3%) indicates favorable shareholder sentiment toward compensation governance, indirectly supportive of overall governance environment .
RED FLAGS: None identified in filings regarding Shulman (no related-party transactions, no hedging/pledging exceptions, no attendance shortfalls) .