Gilad Shany
About Gilad Shany
Independent Class II director (age 48), serving on Taboola’s board since June 2021. Shany is Managing Partner at ION Crossover Partners, with prior roles as General Partner at Magma Venture Partners, Vice President at Baron Capital, and 14 years in the Israel Air Force (Head of Aerial Defense 2007–2008). Education: B.S. in Physics, Astronomy, and Philosophy (Tel Aviv University); MBA (Wharton School, University of Pennsylvania). His credentials emphasize crossover growth investing and technology expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Israel Air Force | Head of Aerial Defense; earlier roles | 2007–2008; 14 years total service (dates beyond 2007–2008 not disclosed) | Senior defense leadership; strategic command experience |
| Baron Capital | Vice President | Not disclosed; gained 10+ years investing experience across public/private growth companies | Led investments in international growth names (e.g., TSLA, Mobileye, Mellanox, Varonis, Fiverr, Monday.com) |
| Magma Venture Partners | General Partner | Not disclosed | Venture investing leadership; technology portfolio experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ION Crossover Partners Ltd. | Managing Partner (co-founder) | 2018–present | Crossover fund leadership; public/private growth investing |
Board Governance
- Board class/term: Class II; term expires 2026 .
- Independence: Board determined all non-employee directors (except Yahoo CFO Monica Mijaleski) are independent under SEC/Nasdaq standards; Shany is listed as “Independent” .
- Committees: Audit Committee member; Nominating & Governance Committee member .
- Committee meeting cadence (2024): Audit (4 meetings); Nominating & Governance (2 meetings). Board held 5 meetings; each incumbent director attended at least 75% of Board/committee meetings during service .
- Board structure change: Board size reduced from 9 to 7 effective after the 2025 AGM; does not affect Class II directors (including Shany) whose terms expire in 2026 .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 51,000 | Reflects blended year after mid-2024 fee increases; applicable cash schedule shown below |
Non-employee director cash schedule:
- H1 2024: Board retainer $35,000; Audit member $10,000 ($20,000 chair); Compensation member $7,500 ($15,000 chair); Nominating & Governance member $3,000 ($7,500 chair) .
- H2 2024 (post-May): Board retainer $40,000 ($140,000 chair); Audit member $10,000 ($20,000 chair); Compensation member $7,500 ($15,000 chair); Nominating & Governance member $4,000 ($8,000 chair) .
Performance Compensation
| Component | Grant/Status | Detail |
|---|---|---|
| Annual RSU (non-employee director grant) | $190,000 grant-date fair value for 2024 | Vests over one year; as of 12/31/2024, each non-employee director had 59,172 unvested RSUs vesting 100% on May 1, 2025 (subject to continued Board service) |
| Prior RSUs (settlement condition) | 51,370 vested RSUs (Shany) | Will not convert to Ordinary shares until time-based settlement in August 2025; settlement not conditioned on continuous service |
No performance-based metrics are tied to director compensation; director equity is time-based RSUs under the company’s director compensation framework .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| — | — | No other public company directorships disclosed for Shany in the proxy |
- Board interlock context: Yahoo’s CFO (Monica Mijaleski) serves on TBLA’s board (not independent), and TBLA has material related-party transactions with Yahoo (e.g., revenue/TAC, share repurchases) overseen by audit processes; Shany sits on the Audit Committee which reviews related-party transactions .
Expertise & Qualifications
- Growth investing and crossover fund leadership; extensive public/private technology investing track record .
- Senior operational/leadership experience from Israel Air Force; technology and analytical background (physics/astronomy/philosophy) plus MBA from Wharton .
- Board service contributes capital markets insight and governance oversight through Audit and Nominating & Governance committees .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | Less than 1% of outstanding shares; specific count not enumerated in table |
| Unvested RSUs (2024 grant) | 59,172 RSUs vesting May 1, 2025 (for each non-employee director) |
| Vested RSUs (settlement pending) | 51,370 RSUs; settlement in August 2025; not conditioned on continued service |
| Director ownership guidelines | Required: 4x annual cash Board retainer; as of March 27, 2025, each non-employee director exceeded the guideline |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy (anti-hedging and anti-pledging) |
Governance Assessment
- Committee effectiveness: Shany sits on two key independent committees—Audit and Nominating & Governance. Audit met 4 times and oversees financial reporting integrity, auditor selection, and related-party transactions; Nom/Gov met 2 times and oversees board composition, governance policies, and ESG oversight . This positioning supports board risk oversight amid significant Yahoo-related agreements and repurchases .
- Independence and engagement: Board confirms independence for non-employee directors; Shany meets independence standards. Board held 5 meetings in 2024, with all incumbents meeting at least 75% attendance, indicating acceptable engagement levels .
- Compensation and alignment: Shany’s 2024 director pay was $241,000 total ($51,000 cash; $190,000 RSU); equity was the majority of his compensation, aligning incentives with shareholder value through annual RSUs and ownership guidelines (exceeded as of March 27, 2025). Anti-hedging/pledging further supports alignment and limits misalignment risks .
- Potential conflicts: No Shany-specific related-party transactions disclosed. The audit committee (including Shany) is responsible for approval/oversight of extraordinary transactions and related-party matters under Companies Law, providing a governance control for Yahoo-linked exposures and other transactions .
- Signals to investors: Board size reduction from 9 to 7 indicates streamlining and potentially stronger committee focus; continued independent committee structures and use of an independent compensation consultant (Pearl Meyer) reflect governance maturity. 2024 say-on-pay support (87%) suggests broader investor confidence in compensation governance, though primarily executive-focused .
RED FLAGS
- None disclosed specific to Shany: no delinquent Section 16 filings, no hedging/pledging (policy prohibits), no related-party transactions. Oversight necessity remains high due to Yahoo’s material revenues/TAC and structured repurchase program; Audit Committee coverage mitigates governance risk .