Erez Shachar
About Erez Shachar
Erez Shachar, age 61, is an independent director of Taboola, serving since 2007. He is Chair of the Compensation Committee and a member of the Nominating and Governance Committee; he was nominated for re-election in 2025 to a term expiring at the 2028 annual meeting, and attended 75% or more of Board and committee meetings in 2024. He is co‑founder and managing partner of Qumra Capital (since 2014), and has been a managing partner at Evergreen Venture Partners (since 2004); previously CEO of Nur Macroprinters (Nasdaq: NURM) acquired by HP. He holds a B.S. in Math & Computer Science from Tel Aviv University and an MBA from INSEAD .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qumra Capital Management Ltd. | Co‑founder & Managing Partner | Founded 2014; ongoing | Venture investor; strategic advisory experience |
| Evergreen Venture Partners Ltd. | Managing Partner | Since 2004; ongoing | Technology investments; principals oversee voting/dispositive decisions for Evergreen entities |
| Nur Macroprinters (Nasdaq: NURM) | Chief Executive Officer | Prior to VC career | Led company until acquisition by HP |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Riskified Ltd. (NYSE: RSKD) | Director | Public | Serves on board as of Dec 31, 2021 |
| Fiverr, Varonis Systems, Peer 39, Traiana, Identify, Itemfield, eGlue, Aduva | Director (prior service) | Mixed | Prior public/private board service |
| Talkspace | Director | Private | Board member as of Dec 31, 2021 |
Board Governance
| Committee | Role | Meetings Held (2024) | Independence |
|---|---|---|---|
| Compensation Committee | Chair; Members: Erez Shachar (Chair), Zvi Limon, Nechemia J. Peres | 6 | All members meet Nasdaq independence |
| Nominating & Governance Committee | Member; Chair: Lynda Clarizio; Members: Nechemia J. Peres; Erez Shachar; Gilad Shany | 2 | All members meet Nasdaq independence |
| Audit Committee | Not a member | 4 | Audit Committee independence noted (for members) |
- Independence status: Listed as “Independent” in director biography .
- Attendance: “75% or more” of total Board/committee meetings in 2024 .
- Board restructuring: Board reduced from 9 to 7 directors following the 2025 Annual Meeting; Shachar nominated for re‑election among Class I directors .
- Governance practices include anti‑hedging/pledging and clawback policies; independent committees; pay‑for‑performance emphasis .
Fixed Compensation
| Item | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | 56,000 | Director cash fees |
| Annual stock awards (2024) | 190,000 | Time‑vested RSUs; standard annual grant |
| Total (2024) | 246,000 | Sum of cash and stock awards |
Non‑employee director cash compensation schedule (effective H2 2024 after May 2024 shareholder approval):
- Board retainer: $40,000; Chair: $140,000 .
- Audit Committee membership: $10,000; Chair: $20,000 .
- Compensation Committee membership: $7,500; Chair: $15,000 .
- Nominating & Governance membership: $4,000; Chair: $8,000 .
Initial and annual equity:
- Upon election/appointment: RSU grant valued at $360,000 vesting over one year; annual RSU grant thereafter valued at $190,000 vesting over one year .
Performance Compensation
| Metric/Structure | Detail |
|---|---|
| Equity structure | Non‑employee director equity awards are RSUs vesting time‑based over one year; no performance metrics disclosed for director RSUs |
| Equity award timing | Grants approved at regularly scheduled Compensation Committee meetings, typically in Q1; Company does not coordinate grants with MNPI releases; does not grant options/SARs |
Director RSU specifics:
- As of Dec 31, 2024, each non‑employee director had 59,172 unvested RSUs vesting 100% on May 1, 2025, subject to continuous Board service .
Other Directorships & Interlocks
| Entity | Stake/Role | Potential Interlock/Conflict Note |
|---|---|---|
| Evergreen V, L.P. and Evergreen VA, L.P. | 23,061,612 Ordinary shares (7.9%); principal group includes Erez Shachar among managing partners controlling voting/dispositive power; Shachar disclaims beneficial ownership of Evergreen entities’ shares | Significant fund shareholder; Shachar’s principal role at Evergreen may create perceived conflict when acting as Compensation Chair or on governance matters affecting large shareholders |
Expertise & Qualifications
- Strategic/investment advisory experience across technology growth companies; extensive board service history .
- Technical foundation (B.S. Math & Computer Science) and MBA; former operating CEO (Nur Macroprinters) .
- Committee leadership: Chairs Compensation Committee; engages with independent consultant Pearl Meyer; oversees compensation policy, equity plans, and clawback administration .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Erez Shachar | 23,249,371 | 7.9% | Includes 128,587 Ordinary shares held directly and 59,172 RSUs vesting within 60 days of March 27, 2025; Shachar may be deemed to share voting/dispositive power over Evergreen entities; disclaims beneficial ownership over Evergreen entities’ shares |
| Evergreen Entities (Evergreen V, L.P.; Evergreen VA, L.P.) | 23,061,612 | 7.9% | Principals of Evergreen Venture Partners (including Shachar) hold voting/dispositive power for Evergreen entities |
Director ownership guidelines:
- Non‑employee directors expected to own shares equal to 4x annual cash Board retainer; as of March 27, 2025, each non‑employee director exceeded this guideline .
Anti‑hedging/pledging policy:
- Company maintains anti‑hedging and pledging policy for alignment .
Insider trades (Form 4):
| Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2024-08-09 | Award (RSUs) | 59,172 | 0.00 | 187,759 | https://www.sec.gov/Archives/edgar/data/1840502/000184050224000053/0001840502-24-000053-index.htm |
| 2025-08-08 | Award (RSUs) | 58,068 | 0.00 | 245,827 | https://www.sec.gov/Archives/edgar/data/1840502/000162828025039935/0001628280-25-039935-index.htm |
| 2025-08-28 | Sale | 27,000 | 3.38 | 218,827 | https://www.sec.gov/Archives/edgar/data/1840502/000160109925000006/0001601099-25-000006-index.htm |
Say-on-Pay and Director Vote Outcomes (2025 AGM)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Re-election of Erez Shachar (Class I director) | 133,097,677 | 32,149,233 | 1,207,357 | 44,127,437 |
| Advisory proposal on executive compensation (Say‑on‑Pay) | 143,934,268 | 22,032,315 | 487,684 | 44,127,437 |
Governance Assessment
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Strengths:
- Long-tenured independent director with deep VC and operating experience; current committee leadership in Compensation helps align pay programs with shareholder interests and compliance (clawbacks, timing practices) .
- Strong shareholder support at 2025 AGM (80.5% of votes cast for re‑election; calculation based on reported For vs Against/Abstain) and robust say‑on‑pay support, indicating investor confidence in governance and pay design .
- Company policies on anti‑hedging/pledging and majority‑independent committees reinforce alignment .
-
Potential conflicts and watch items:
- Evergreen’s significant stake (7.9%) and Shachar’s managing partner role may create perceived conflicts on matters where large shareholder interests are implicated; while he disclaims beneficial ownership of Evergreen entities, he is reported to be among principals with voting/dispositive power over those holdings .
- Attendance disclosed as “75% or more” rather than specific 100%—not necessarily a red flag, but below perfect attendance and worth monitoring for engagement trends .
- Insider sale of 27,000 shares on Aug 28, 2025 is modest but monitor ongoing trading activity for alignment signals .
-
Compensation and alignment:
- Director pay mix is majority equity (RSUs), with annual RSU grants vesting over one year; cash fees modest relative to equity, consistent with alignment practices .
- Ownership guidelines exceeded; anti‑hedging/pledging policy in place, supporting alignment .
Overall, Erez Shachar brings strategic investment and operating acumen and leads the Compensation Committee under robust governance frameworks; perceived conflict risk stems from his VC affiliations and Evergreen’s stake, which should be mitigated through continued transparency, independence confirmations, and recusal where appropriate .