Nechemia Peres
About Nechemia J. Peres
Nechemia (“Chemi”) J. Peres, age 66, is an independent director of Taboola.com Ltd. (TBLA) serving since 2013. He is the Managing General Partner and Co-Founder of Pitango Venture Capital, with a B.Sc. in Industrial Engineering and Management and an MBA from Tel Aviv University . He chairs the Peres Center for Peace and Innovation and serves on multiple technology company boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pitango Venture Capital | Managing General Partner & Co-Founder | 1996–Present | Leads Israel’s largest VC group; board service across portfolio companies |
| Mofet Israel Technology Fund | Founder & Managing Partner | 1992– | Early Israeli VC fund; listed on TASE |
| Decision Systems Israel; Israel Aerospace Industries | Manager/Senior Consultant | Prior to VC | Technical/engineering roles |
| Israeli Air Force | Pilot | ~10 years | Military service; leadership background |
External Roles
| Company | Exchange | Role | Since |
|---|---|---|---|
| Taboola.com Ltd. | Nasdaq: TBLA | Director | 2013 |
| Teva Pharmaceutical Industries Ltd. | NYSE: TEVA | Director | 2017 (elected at AGM) |
| Azrieli Group | TASE: AZRG | Independent Director | Jan 16, 2024 |
Additional portfolio-company boards include Via Transportation, Duda, Masterschool, Localize, Venn, Idomoo, and roles on Geox Ethics & Sustainability Committee and various non-profits .
Board Governance
- Independence: Peres is classified as independent under Nasdaq and SEC standards; all non-employee directors except Yahoo’s CFO Monica Mijaleski were deemed independent in 2024 .
- Committee assignments (2025): Compensation Committee (member); Nominating & Governance Committee (member) .
- Meetings/attendance: Board held 5 meetings in 2024; each incumbent director attended ≥75% of Board and committee meetings for which they served .
- Board changes: Board size to be streamlined from 9 to 7 following the June 4, 2025 AGM (Peres remains Class II, term expires 2026) .
| TBLA Committees (2025) | Members | Meetings Held (2024) | Key Responsibilities |
|---|---|---|---|
| Compensation | Erez Shachar (Chair); Zvi Limon; Nechemia J. Peres | 6 | Compensation policy; CEO/NEO goals; equity plans; clawback policy |
| Nominating & Governance | Lynda Clarizio (Chair); Nechemia J. Peres; Erez Shachar; Gilad Shany | 2 | Director nominations; board evaluations; governance guidelines; ESG oversight |
Fixed Compensation
| Component | 2024 Terms | Notes |
|---|---|---|
| Board cash retainer | $35,000 (H1 2024); $40,000 (H2 2024) | Quarterly installments; Chair $110,000 (H1) → $140,000 (H2) |
| Committee cash fees | Audit: $10,000 (Chair $20,000); Compensation: $7,500 (Chair $15,000); N&G: $3,000 (H1) → $4,000 (H2) (Chair $7,500 → $8,000) | Per membership; quarterly |
| Equity grants (non-employee directors) | $360,000 RSU upon initial election; $190,000 annual RSU thereafter (one-year vest) | Time-based RSUs |
| Director Compensation (Peres) | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $45,500 | $48,750 |
| Stock awards ($) | $180,000 | $190,000 |
| Total ($) | $225,500 | $238,750 |
| Unvested RSUs at year-end | 51,370 (vest 100% on Jul 1, 2024) | 59,172 (vest 100% on May 1, 2025) |
Director ownership guidelines: Minimum holdings equal to 4x annual cash Board retainer; as of March 27, 2025, all non-employee directors exceeded the guideline .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based elements for directors | None disclosed; director equity grants are time-based RSUs (no performance metrics) |
Other Directorships & Interlocks
- Significant shareholder affiliation: Peres is Managing Partner at Pitango; Pitango entities beneficially own 6,387,639 TBLA Ordinary shares. Peres may be deemed to share voting/dispositive power over Pitango holdings; he otherwise disclaims beneficial ownership beyond his personal holdings and RSUs .
- Board-level counterparties: Yahoo is a principal shareholder with a board representative; related-party transactions are governed and disclosed (not linked to Peres personally) .
Expertise & Qualifications
- Venture capital leadership; strategic advisory across tech sectors; extensive public/private board experience .
- Education: B.Sc. Industrial Engineering & Management, MBA—Tel Aviv University .
- ESG oversight experience via Nominating & Governance Committee and external roles (Geox Ethics & Sustainability Committee) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Detail |
|---|---|---|---|
| Nechemia J. Peres | 6,575,398 | 2.2% | Includes 6,387,639 held by Pitango VC Fund VI entities; plus 128,587 held directly and 59,172 RSUs vesting within 60 days of March 27, 2025 |
Ownership alignment policies:
- Anti-hedging/anti-pledging policy for directors/officers .
- Director share ownership guidelines—compliant as of March 27, 2025 .
Insider Trades (Form 4 – TBLA)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Holdings | Ownership Type | SEC Link |
|---|---|---|---|---|---|---|---|
| 2023-01-03 | 2023-01-01 | Form 3 | — | — | 77,217 | — | Link |
| 2023-08-15 | 2023-08-11 | Award (RSUs) | 51,370 | 0.00 | 128,587 | — | Link |
| 2024-08-13 | 2024-08-09 | Award (RSUs) | 59,172 | 0.00 | 187,759 | — | Link |
| 2025-08-12 | 2025-08-08 | Award (RSUs) | 58,068 | 0.00 | 245,827 | Direct | Link |
| 2025-11-12 | 2025-11-10 | Sale | 132,234 | 3.67 | 0 | Indirect | Link |
Note: TBLA prohibits hedging and pledging; sales may reflect fund-level distributions or personal portfolio actions; the November 2025 sale was reported as “Indirect” ownership [ReadFile /tmp/insider_trades_20251120_033727.json].
Governance Assessment
- Strengths: Independent status; active on key governance and compensation committees; attendance above minimum thresholds; compliance with stringent anti-hedging/pledging and director ownership guidelines .
- Alignment: Meaningful equity exposure via Pitango and personal RSUs; director ownership guidelines met; time-based RSUs support long-term alignment without short-term metric gaming .
- Potential conflicts (monitor): Pitango’s significant shareholding (2%+ via Peres’ beneficial stake) could present perceived conflicts on matters affecting major shareholders; mitigated by Israeli Companies Law related-party approval process and TBLA related-party policy .
- Signals from shareholder votes: Strong say-on-pay support (2024: ~87% support; 2025 AGM votes For 143.9M vs Against 22.0M); CEO equity amendment passed (2025: For 146.8M vs Against 19.2M), suggesting investor confidence in governance/compensation frameworks .
Say-on-Pay & Shareholder Feedback (Context)
| Meeting | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2025 AGM (June 4, 2025) | Advisory proposal on executive compensation | 143,934,268 | 22,032,315 | 487,684 | 44,127,437 |
| 2024 AGM | Advisory say-on-pay (support level) | ~87% support | — | — | — |
Related Party Transactions (Policy & Context)
- Policy: Transactions with related parties must be on terms no less favorable than with unaffiliated parties; approval thresholds under Israeli Companies Law (Audit/Compensation Committee, Board, and in some cases shareholders) apply; directors with personal interests generally recuse unless majority has personal interest, triggering shareholder approval .
- Yahoo transactions: Yahoo became a principal shareholder in 2023; ongoing commercial agreements; 2024 revenues from Yahoo $233.64M (~13% of revenue) and TAC $275.54M; 2025 repurchase program of non-voting shares to manage Yahoo ownership <25% .
No Peres-specific related-party transaction was disclosed beyond his association with Pitango’s ownership in TBLA .
Director Compensation Structure Analysis
- Year-over-year changes: Cash retainer increased H2 2024 (Board $40K, Chair $140K) and N&G committee cash fees slightly raised; annual RSU increased from $180K (2023) to $190K (2024), aligning with peer benchmarks and shareholder-approved caps .
- Mix: For directors, predominantly fixed cash plus time-based RSUs; no performance-conditioned equity; emphasis on long-term share ownership guideline compliance .
- Consultant independence: Pearl Meyer engaged; committee assessed independence and no conflicts-of-interest reported .
RED FLAGS
- Potential conflict: Director is managing partner of a VC entity (Pitango) holding a significant stake; requires continued scrutiny on votes involving major shareholder matters even with formal safeguards .
- Insider sale (Nov 2025): Indirect sale of 132,234 shares at $3.67—monitor for patterns; note company anti-hedging/pledging policy and overall compliance framework [ReadFile /tmp/insider_trades_20251120_033727.json] .
References
- TBLA Proxy 2025: Governance, committees, compensation, ownership .
- TBLA Proxy 2024: Governance, director pay schedule, compensation context .
- TBLA 8-K (June 4, 2025): AGM vote tallies .
- External directorships: Teva press release (2017) ; Azrieli Group page ; Pitango bio/Wikipedia .
- Insider trades: SEC Forms 3/4 (links in table; dataset from insider-trades skill).