Lior Golan
About Lior Golan
Lior Golan is Taboola’s Chief Technology Officer, serving since 2009, with a B.S. from the Talpiot program at the Hebrew University and eight years in an IDF intelligence unit; he is 54 as of the 2025 proxy . Company performance context: 2024 revenue was $1,766.2M vs $1,439.7M in 2023; Adjusted EBITDA was $200.9M vs $98.7M in 2023 . Taboola’s pay-versus-performance table shows the year-end value of $100 invested on 06/30/21 at $35.27 for TBLA in 2024 (vs $41.84 in 2023), providing a TSR reference point since listing .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Taboola | Chief Technology Officer | 2009–present | Leads global product and technical strategy |
| Cyota | Co-founder, CTO & VP R&D | Until 2005 | Built consumer internet security; positioned for acquisition |
| RSA Security (Consumer Division) | CTO & VP Strategy | ~2005–2007 (two years post-acquisition) | Led product and business direction of consumer division after Cyota acquisition |
External Roles
- No current external public company directorships or committee roles disclosed for Golan in the latest proxy and filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $461,800 | $461,800 |
| Target Bonus (% of Salary) | 76% | 76% |
| Target Bonus ($) | $350,000 | $350,000 |
Performance Compensation
Annual Short-Term Incentive (STI) – 2024
| Metric | Weighting | Target | Actual | Payout (% of Target) | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 70% | 201.2 | 200.9 | 100% | Cash payout (annual) |
| ex-TAC Gross Profit ($M) | 30% | 689.6 | 667.5 | 92% | Cash payout (annual) |
| Overall STI Outcome | — | — | — | 97% | 2024 bonus paid: $340,672 |
Long-Term Performance-Based Cash Award (Yahoo program; granted Jan 2023)
| Metric | Target | Actual | Achievement | Payout |
|---|---|---|---|---|
| Adjusted Free Cash Flow Per Share ($) | 0.45 | 0.41 | 93% | $744,000 to Golan |
2024 Equity Grants (Time-based RSUs; quarterly vest over 4 years)
| Grant Type | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSU | 2/27/2024 | 706,184 | $3,382,621 | Equal quarterly over 4 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 10,152,147 shares; 3.4% of outstanding |
| Composition (footnote breakdown) | 2,502,480 Ordinary shares + 7,649,667 underlying vested RSUs/options exercisable within 60 days (as of 3/27/2025) |
| Unvested RSUs (12/31/2024) | 491,462 (2023 grant) + 573,774 (2024 grant) |
| Options – Selected Holdings | 6/24/2021 options: 988,094 exercisable + 449,135 unexercisable at $8.21, exp. 6/24/2031 ; 10/25/2020 options: 5,157,324, exp. 10/25/2030 (no exercise price listed at grant) |
| Option Moneyness (12/31/2024) | Year-end TBLA price $3.65; 2021 options at $8.21 were out-of-the-money at year-end |
| 2024 Exercises & Vests | Exercised 394,719 options; 350,837 RSUs vested (value realized $1,321,294) |
| Ownership Guidelines | Executives must hold ≥3x base salary; Golan exceeds guideline as of 3/27/2025 |
| Hedging/Pledging | Prohibited for directors/executives under Insider Trading Policy |
Employment Terms
- Notice/severance: 30-day notice period; at termination, entitlement to $368,529 in salary and benefits (per agreement) .
- Clawback: Dodd-Frank/Nasdaq-compliant policy adopted Oct 2, 2023; mandatory recovery upon covered restatements without discretion .
- Insider trading controls: Pre-clearance required; trades only in open windows; Rule 10b5-1 plans allowed with cooling-off; anti-hedging and anti-pledging .
- Change-of-control specifics for Golan: Not separately disclosed beyond general severance framework for NEOs .
Compensation Structure Notes
- Pay mix emphasizes at-risk pay: STI tied to Adjusted EBITDA (70%) and ex-TAC Gross Profit (30%) with 150% cap; RSUs time-based over four years; one-time LT performance cash award tied to Adjusted FCF/share for Yahoo ramp .
- Peer group and benchmarking: 17-company peer set used; awards calibrated between market median and 75th percentile .
- Say-on-pay support: 87% approval at 2024 annual meeting .
Company Performance Context
| Metric ($USD Millions) | 2023 | 2024 |
|---|---|---|
| Revenue | 1,439.7 | 1,766.2 |
| Adjusted EBITDA | 98.7 | 200.9 |
| Net Income (Loss) | (82.0) | (3.8) |
| ex-TAC Gross Profit | 535.8 | 667.5 |
TSR reference: Year-end value of $100 invested on 06/30/21 was $35.27 for TBLA in 2024 .
Investment Implications
- Alignment and retention: Significant time-based RSU grants with four-year quarterly vesting and exceeding ownership guidelines promote retention and alignment; anti-hedging/pledging reduces misalignment risk .
- Selling pressure: Ongoing quarterly RSU vesting and noted 2024 option exercises indicate potential supply over time; however 2021 options ($8.21) were OTM at 12/31/2024, limiting near-term option-driven dilution .
- Performance linkage: STI tied to EBITDA/ex-TAC GP and LT cash award tied to Adjusted FCF/share directly link pay to financial outcomes; 2024 payouts reflect near-target performance (97% STI; 93% LT cash) .
- Governance safeguards: Robust clawback, trading controls, and ownership guidelines mitigate risk; strong say-on-pay support (87%) reduces governance overhang .