Richard Scanlon

About Richard Scanlon

Independent director and Audit Committee Chair at Taboola; age 55; director since 2018. Founding Partner of Marker LLC and previously a founding partner of Innovation Endeavors (merged with Marker in 2017), with earlier roles in investment banking at Morgan Stanley and Credit Suisse; holds a B.A. from Middlebury College and serves on Middlebury’s Board of Trustees. The Board designates him as an “Audit Committee financial expert” under SEC rules, and he meets Nasdaq independence standards.

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; current Audit membership: Richard Scanlon (Chair), Deirdre Bigley, Zvi Limon, Gilad Shany; meetings held: 4 in 2024. Responsibilities include auditor oversight, pre-approval of services, financial reporting oversight, legal/regulatory reviews, and related-party transaction approval processes (non-comp comp).
• Independence: Board determined all non-employee directors except Monica Mijaleski are independent under SEC/Nasdaq; Scanlon is independent and designated an Audit Committee “financial expert.”
• Attendance: Board held 5 meetings in 2024; each incumbent director attended ≥75% of Board and applicable committee meetings.
• Tenure/term: Class II director; term expires at the 2026 annual meeting.
• Audit Committee report: Committee recommended inclusion of 2024 audited financial statements; supports audit quality and auditor independence (EY reappointed).

Fixed Compensation

• Cash fee structure (non-employee directors):
  • 1H 2024 (quarterly installments): Board retainer $35,000; Chair $110,000; Audit membership $10,000 / Chair $20,000; Compensation membership $7,500 / Chair $15,000; Nominating & Governance membership $3,000 / Chair $7,500.
  • 2H 2024 (quarterly installments after May 2024 approval): Board retainer $40,000; Chair $140,000; Audit membership $10,000 / Chair $20,000; Compensation membership $7,500 / Chair $15,000; Nominating & Governance membership $4,000 / Chair $8,000.
• 2024 actual cash fees for Scanlon: $57,500; stock awards $190,000; total $247,500.

Performance Compensation

• Equity structure: Upon election/appointment, RSU grant valued at $360,000 vesting over one year; thereafter annual RSU grant valued at $190,000 vesting over one year (time-based). No director performance metrics disclosed for equity.
• Outstanding RSUs: As of 12/31/2024, each non-employee director had 59,172 unvested RSUs scheduled to vest 100% on May 1, 2025 (subject to continued Board service).

Other Directorships & Interlocks

• No specific public-company directorships for Scanlon are listed; biography notes service on “various public and private company” boards but without issuers named.
• Board interlock context: Yahoo is a principal shareholder with a board representative (Monica Mijaleski, Yahoo CFO) and material commercial arrangements; audit committee (chaired by Scanlon) oversees related-party approvals.

Expertise & Qualifications

• Venture investing, strategic advisory, and capital markets experience from Marker LLC, Innovation Endeavors, and Crescent Point; prior investment banking at Morgan Stanley and Credit Suisse.
• Audit Committee financial expert designation; financial literacy standards met.
• Education: B.A., Middlebury College; current Middlebury trustee.

Equity Ownership

• Beneficial ownership: 3,425,651 Ordinary shares; 1.1% of outstanding (294,819,035 issued/outstanding as of March 27, 2025).
• Composition: Includes holdings via Marker Lantern entities, Marker II LP Taboola Series E LP, Marker Follow-On Fund LP, and 1,034,552 shares held directly/indirectly by Mr. Scanlon; includes 128,587 shares held by Mr. Scanlon and 59,172 RSUs vesting within 60 days of 3/27/2025.
• Ownership guidelines: Non-employee directors must hold ≥4x annual cash Board retainer; as of 3/27/2025 all non-employee directors exceeded the guideline.
• Anti-hedging/pledging: Company policy prohibits directors from hedging or pledging TBLA shares.

Say-on-Pay & Shareholder Feedback

Compensation Committee Analysis

• 2024 Compensation Committee members: Erez Shachar (Chair), Zvi Limon, Nechemia J. Peres; all independent under Nasdaq; 6 meetings in 2024.
• Consultant: Pearl Meyer & Partners engaged as independent advisor for benchmarking and consultation.
• Interlocks: None of TBLA’s executive officers served on other entities’ compensation committees/boards with reciprocal relationships in 2024.

Governance Assessment

• Strengths:
  • Independent Audit Chair with SEC “financial expert” designation; clear committee remit, independence, and activity (4 meetings).
  • Strong ownership alignment via RSUs and ownership guidelines (≥4x cash retainer), and anti-hedging/pledging policy.
  • Audit Committee report evidences oversight of audit quality and independence; EY reappointment approved.
  • Attendance met ≥75% threshold across Board/committees in 2024.
• Potential conflicts/monitoring points:
  • Yahoo is a principal shareholder and material commercial counterparty (13% of 2024 revenue; TAC $275.5m); board includes Yahoo’s CFO; ongoing related-party transactions require rigorous Audit Committee oversight (which Scanlon chairs).
  • Scanlon controls multiple Marker entities that hold TBLA shares; while no related-party transactions with Marker are disclosed, governance should ensure recusal from any potential Marker-related matters.
• Signals:
  • Reduction of Board size from 9 to 7 (post-AGM) to streamline operations; signals focus on effectiveness.
  • Shareholders supported say-on-pay and CEO equity framework amendment; indicates investor confidence in compensation governance.

RED FLAGS to track: magnitude and terms of ongoing Yahoo-related transactions (material revenue/TAC, buybacks of non-voting shares), requiring persistent independence safeguards and Audit Committee rigor. No pledging/hedging allowed by policy mitigates alignment risks; no director-specific related-party transactions disclosed for Scanlon.