Eldad Maniv
About Eldad Maniv
Eldad Maniv is President and Chief Operating Officer of Taboola, serving since 2012; age 56 as of the 2025 proxy. He leads global operations across sales, professional services, and HR, and previously held executive roles at BMC Software, Zend Technologies, and Identify Software; he founded NextNine (acquired by Honeywell). He holds a B.S. from the Talpiot program at Hebrew University and served five years as a systems engineering officer in an IDF intelligence unit . Taboola’s 2024 performance metrics tied to NEO pay were Adjusted EBITDA and ex‑TAC Gross Profit, with results of $200.9M and $667.5M respectively, informing cash incentive payouts . Management commentary highlights Maniv’s execution focus and AI‑driven productivity initiatives within operations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BMC Software | Executive positions | Not disclosed | Enterprise software leadership experience applicable to scaling ops |
| Zend Technologies | Executive positions | Not disclosed | Open-source/commercial software operations, relevant to engineering/process rigor |
| Identify Software | Executive positions | Not disclosed | APM/debugging tools exposure, useful for performance and reliability |
| NextNine (acquired by Honeywell) | Founder | Not disclosed | Built and exited industrial cybersecurity/remote support platform |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Verbit.ai | Director | As of 2022 | Exposure to AI/transcription; network and technology insights |
| YouAppi | Director | As of 2022 | Mobile marketing ecosystem knowledge; partnerships and growth |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 442,550 | 404,462 | 458,468 |
| Target Bonus % of Salary | Not disclosed | Not disclosed | 76% |
| Target Bonus ($) | Not disclosed | Not disclosed | 350,000 |
| Actual STI Bonus Payout ($) | 97,650 | 761,900 | 340,672 |
Notes:
- 2024 base salary rate listed in the plan mechanics table as $461,800; actual salary paid shown as $458,468 in the SCT (conversion effects from NIS) .
Performance Compensation
Annual Short‑Term Incentive (STI) – 2024
| Metric | Weighting | Target | Actual | Payout % of Target | Overall Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA | 70% | $201.2M | $200.9M | 100% | |
| ex‑TAC Gross Profit | 30% | $689.6M | $667.5M | 92% | |
| Total (applied to Maniv) | 97% and $340,672 paid |
Program details:
- STI cap at 150%; payout interpolated between target and maximum .
- Targets set by Compensation Committee; rationale to reflect growth and financial strength .
Long‑Term Equity Incentives (RSUs)
| Grant Date | Award Type | Shares Granted | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| 2/27/2024 | RSU | 898,780 | 4,305,156 | Equal quarterly over 4 years; settles in Ordinary shares |
| 2/28/2023 | RSU | Not specified (outstanding 558,479 unvested at FYE) | Not specified here | Equal quarterly over 4 years |
| 6/24/2021 | RSU | Not specified (outstanding 449,135 unvested at FYE) | Not specified here | Equal quarterly over 4 years |
Settlement nuance:
- 224,695 vested RSUs will not convert to Ordinary shares until an additional time‑based settlement condition two years and one day post‑grant; settlement not conditioned on service on settlement date .
Long‑Term Performance‑Based Cash (One‑Time Program linked to Yahoo)
| Feature | Detail |
|---|---|
| Metric | Adjusted Free Cash Flow Per Share (two‑year performance period ending 2024) |
| Payout Curve | 0% ≤75% of Target; linear to 100%; 125% rate above 100% achievement; capped at 150% |
| Purpose | Accountability for Yahoo partnership execution; reinforce per‑share cash generation |
| SCT Classification | Included in “Non‑equity incentive plan compensation” for 2024 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Shares) | 9,111,050 |
| Ownership % of Outstanding | 3.1% (out of 294,819,035 shares as of 3/27/2025) |
| Unvested RSUs at FYE 12/31/2024 | 449,135 (2021); 558,479 (2023); 730,259 (2024) |
| RSU Market Value (12/31/2024 at $3.65) | $1,639,343; $2,038,448; $2,665,445 respectively |
| Options (Exercisable/Unexercisable) | 988,094 / 449,135; strike $8.21; exp. 4/11/2031 |
| Option Moneyness (context) | Closing price $3.65 at 12/31/2024; options at $8.21 were out‑of‑the‑money |
| Officer Ownership Guidelines | 3× base salary for NEOs; assessed by 3/27/2025 price |
| Compliance Status | As of 3/27/2025, Maniv exceeded his guideline |
| Hedging/Pledging | Prohibited for executives under Insider Trading Policy |
Insider selling pressure signals:
- 776,043 shares vested in 2024; includes 224,695 RSUs with delayed settlement, creating a potential future liquidity event at settlement trigger .
Employment Terms
| Provision | Details |
|---|---|
| Employment Status | At‑will (for NEOs other than CEO) |
| Notice Period | 90 days; entitled to salary/benefits during notice; company may require work or absence |
| Estimated Entitlement (illustrative termination) | $428,006 in salary and benefits |
| Severance Multiples | Not disclosed; only notice period economics specified |
| Change‑of‑Control | Not specifically disclosed for Maniv in proxy excerpts provided |
| Clawback Policy | Adopted Oct 2, 2023; mandatory recovery of erroneously awarded incentive comp post restatement, no discretion |
| Insider Trading / 10b5‑1 | Pre‑clearance required; trading windows; cooling‑off; plans permitted |
| Anti‑Hedging / Anti‑Pledging | Hedging and pledging prohibited for directors, officers, employees |
Investment Implications
- Strong alignment via material ownership (3.1%) and compliance above 3× salary guideline; anti‑hedging/pledging and clawback reduce misalignment risk .
- 2024 STI paid at 97% of target on EBITDA and ex‑TAC metrics, indicating near‑target operational delivery; one‑time LT cash program linked to Adjusted FCF/share supports cash discipline and Yahoo execution but adds variability to cash comp mix .
- Options are currently out‑of‑the‑money ($8.21 vs $3.65 at 12/31/2024), making RSUs the dominant equity lever; delayed RSU settlement tranche (224,695) may create time‑based selling pressure when settlement occurs .
- Retention risk appears contained: quarterly RSU vesting over four years, ongoing evaluation of introducing performance metrics to equity grants, and limited severance economics (notice‑period only) suggest reliance on equity for retention and performance alignment rather than guaranteed cash .
- Execution posture: COO emphasis on AI‑driven productivity and disciplined hiring supports margin focus; continued performance against EBITDA/ex‑TAC and FCF/share will be key signals for incentive realization and potential insider liquidity timing .