Monica Mijaleski
About Monica Mijaleski
Monica Mijaleski, age 49, has served on Taboola’s Board since January 2023 and is currently a Class III director with a term expiring at the 2027 annual meeting. She is the Chief Financial Officer of Yahoo (since September 2021), a Certified Public Accountant, with a Masters in Professional Accounting from Macquarie University and a B.Sc. in Biomedical Sciences from the University of Technology Sydney . The Board has determined she is not independent under SEC and Nasdaq standards due to affiliations, while noting she brings deep corporate finance and financial reporting experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yahoo | Chief Financial Officer | Sep 2021–present | Oversees Controllership, FP&A, Treasury, Internal Audit, Yield/Pricing, Real Estate, Research & Analytics |
| Verizon Media | Group Chief Financial Officer | Feb 2020–Sep 2021 | Senior finance leadership across media brands |
| Verizon Media | VP Finance, Media Brands & Business Development | May 2019–Feb 2020 | Finance leadership for brands and BD |
| News Corp | SVP, Head of FP&A, Mgmt Reporting & Financial Systems | Jul 2016–Apr 2019 | Led FP&A and reporting functions |
| News Corp | VP Financial Planning & Analysis | From Dec 2015 | Finance leadership (date as disclosed) |
| Sony Music | Finance roles of increasing responsibility | From 2005 | Early career finance |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Yahoo | Chief Financial Officer | No (private) | Executive role; Yahoo is a principal shareholder of Taboola with board appointment rights . No other public company directorships disclosed for Mijaleski in the proxy . |
Board Governance
- Classification and tenure: Class III director; director since 2023; current term expires 2027 .
- Committee assignments: None; she does not serve on Audit, Compensation, or Nominating & Governance committees .
- Independence: Not independent under SEC/Nasdaq; all other non‑employee directors were independent except Mijaleski .
- Attendance: In 2024 the Board held 5 meetings; each incumbent director attended at least 75% of Board and applicable committee meetings; Mijaleski attended the 2024 annual meeting of shareholders. In 2023, the Board held 7 meetings; she attended the 2023 annual meeting .
- Board size and restructuring: Board reduced from 9 to 7 members after the June 4, 2025 annual meeting to streamline operations (does not change her Class III status) .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 37,500 | No committee fees; cash reflects Board retainer levels approved at 2024 annual meeting |
| 2023 | 35,000 | No committee fees |
Director fee schedule (context):
- 1H 2024: Board retainer $35,000; Chair $110,000; Audit $10,000/chair $20,000; Compensation $7,500/chair $15,000; Nominating/Governance $3,000/chair $7,500 .
- 3Q–4Q 2024: Board retainer $40,000; Chair $140,000; Audit $10,000/chair $20,000; Compensation $7,500/chair $15,000; Nominating/Governance $4,000/chair $8,000 .
Performance Compensation
| Year | Stock Awards ($) | RSUs Unvested at Year End | Vesting Schedule |
|---|---|---|---|
| 2024 | 190,000 | 59,172 | 100% vest on May 1, 2025 (subject to continued Board service) |
| 2023 | 360,000 | 51,370 | 100% vest on July 1, 2024 (subject to continued Board service) |
Notes:
- Upon election/appointment: RSU award valued at $360,000, vesting over one year; thereafter annual RSU grant of $190,000 vesting over one year (time-based, no performance metrics) .
- Directors’ equity is time-based RSUs; no PSU/options or performance metrics disclosed for directors (i.e., no TSR/EBITDA/ESG metrics) .
Other Directorships & Interlocks
| Relationship | Detail | Governance Implication |
|---|---|---|
| Yahoo principal shareholder | Yahoo and affiliates held 39,525,691 Ordinary shares and 45,198,702 Non‑voting Ordinary shares; Yahoo has the right to appoint one board representative (granted in the transaction closing Jan 17, 2023) . | Material related-party influence; board‑level representation elevates conflict‑management needs . |
| Related-party revenue/TAC | 2024 revenue from Yahoo: $233.64m (~13% of total); TAC to Yahoo: $275.54m; receivables $76.68m (~21%); payables $68.56m . | Significant economic dependency; requires robust recusal and Audit Committee oversight under related‑party policy . |
| Repurchase agreement | Feb 24, 2025 share repurchase agreement with Yahoo for non‑voting shares; corrected Mar 14, 2025 to allow up to 1/3 of weekly Rule 10b‑18 limit; 6,739,907 non‑voting shares repurchased through Apr 21, 2025 for ~$19.6m . | Ongoing capital allocation intersecting with major holder; sustained oversight of dilution/ownership thresholds . |
Expertise & Qualifications
- CPA; Masters in Professional Accounting (Macquarie University); B.Sc. Biomedical Sciences (UTS Sydney) .
- Senior finance leadership in global media and technology; corporate finance and reporting expertise valued by the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Monica Mijaleski | Less than 1% (exact share count not disclosed in table) | <1% |
Ownership alignment:
- Director ownership guidelines: 4× annual cash Board retainer; all non‑employee directors exceeded the guideline as of March 27, 2025 .
- Anti‑hedging/pledging: Company prohibits directors/officers/employees from hedging or pledging Taboola shares; clawback policy adopted Oct 2, 2023 (Dodd‑Frank/SEC compliant) .
Governance Assessment
- Independence and conflicts: The Board explicitly determined Mijaleski is not independent; her concurrent role as Yahoo CFO alongside Yahoo’s significant ownership, board appointment rights, and substantial related‑party transactions present inherent conflicts requiring rigorous recusal and Audit Committee oversight per the Companies Law and Taboola’s related‑party policy .
- Committee roles and effectiveness: She holds no committee assignments; while her finance expertise is additive, lack of committee membership limits direct influence on audit/compensation policies where conflicts are most managed .
- Attendance and engagement: Met minimum attendance thresholds and attended annual meetings, supporting baseline engagement; Board conducted 5 meetings in 2024 and 7 in 2023 .
- Compensation and alignment: Director pay structure leans toward equity via time‑based RSUs; her 2023 onboarding grant ($360k) and 2024 annual grant ($190k) are typical; guidelines compliance and anti‑hedging/pledging policies strengthen alignment, though absence of performance‑conditioned equity for directors is standard practice rather than a performance‑tie .
- Red flags and mitigants:
- RED FLAG: Not independent; concurrent executive role at a major related party; significant RPTs (13% revenue; large TAC/receivables/payables) .
- Mitigants: Formal related‑party approval framework under Companies Law; independent committees; anti‑hedging/pledging and clawback policies; majority independent Board; independent Chair .
Implication for investor confidence: Her presence signals strategic alignment with Yahoo but elevates perceived conflict risk; investors should monitor disclosures on recusals, Audit Committee reviews of Yahoo‑related arrangements, and any changes to Yahoo’s ownership or board representation, alongside continued transparency in RPT magnitude and terms .
Director Compensation Details (Context)
| Non‑Employee Director Compensation Elements (2024) | H1 2024 | H2 2024 |
|---|---|---|
| Board Retainer (member) | $35,000 | $40,000 |
| Board Retainer (Chair) | $110,000 | $140,000 |
| Audit Committee (member/chair) | $10,000 / $20,000 | $10,000 / $20,000 |
| Compensation Committee (member/chair) | $7,500 / $15,000 | $7,500 / $15,000 |
| Nominating & Governance (member/chair) | $3,000 / $7,500 | $4,000 / $8,000 |
| Equity on election | $360,000 RSUs (1‑yr vest) | N/A |
| Annual equity thereafter | $190,000 RSUs (1‑yr vest) | $190,000 RSUs (1‑yr vest) |
| Ownership guideline | 4× cash Board retainer | Each exceeded as of Mar 27, 2025 |
2024 Director Compensation Table (Excerpt)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Monica Mijaleski | 37,500 | 190,000 | 227,500 |
| (for reference) Zvi Limon | 142,750 | 190,000 | 332,750 |
| (for reference) Rick Scanlon | 57,500 | 190,000 | 247,500 |
2023 Director Compensation Table (Excerpt)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Monica Mijaleski | 35,000 | 360,000 | 395,000 |
| (for reference) Zvi Limon | 127,500 | 180,000 | 307,500 |
| (for reference) Rick Scanlon | 55,000 | 180,000 | 235,000 |
Related-Party Exposure Snapshot (Yahoo)
| Metric (2024) | Amount | %/Notes |
|---|---|---|
| Revenue from Yahoo | $233,640,000 | ~13% of Taboola revenue |
| TAC to Yahoo | $275,539,000 | Some TAC unaffiliated with Yahoo revenues |
| Trade receivables (Yahoo) | $76,677,000 | ~21% of receivables |
| Trade payables (Yahoo) | $68,556,000 | Associated with gross/net revenue presentation |
| Non‑voting shares repurchased (2025 to Apr 21) | 6,739,907 | ~$19.6m aggregate |
Governance Policies Relevant to Conflicts
- Related‑Party Transaction Policy: Requires market‑terms; non‑extraordinary RPTs need Board approval; extraordinary RPTs require Audit Committee then Board approval; officers with personal interests generally must not be present/vote (with defined exceptions) .
- Clawback; Insider Trading/Anti‑Hedging/Pledging: Clawback October 2, 2023; hedging/pledging prohibited for directors/officers/employees .
- Board leadership: Independent Chair enhances oversight separation from CEO .
Summary Assessment
- Strengths: Deep finance expertise; guidelines‑aligned equity; engagement evidenced by meeting attendance; robust governance policies and independent Chair .
- Risks: Non‑independence tied to Yahoo; substantial RPT exposure; Yahoo board appointment rights; ongoing share repurchases under structured agreement—requires vigilant oversight and transparent recusals .
- Watch items: Disclosure of recusals on Yahoo matters; Audit Committee review narratives; any evolution in Yahoo ownership ≥25% thresholds; continued reporting of RPT magnitudes and terms .