Stephen Walker
About Stephen Walker
Stephen Walker (age 55) serves as Chief Financial Officer of Taboola, a role he has held since June 2020; he originally joined Taboola on July 30, 2014 and previously led sales operations and the Taboola-X product . He holds a B.S. in Computer Science and Finance from Boston College and an MBA from Harvard Business School, and earlier led several Idealab portfolio companies . Company performance during his recent tenure includes revenue growth to $1,766.2M in 2024 from $1,439.7M in 2023, adjusted EBITDA increasing to $200.9M from $98.7M, and improved GAAP net loss to $(3.8)M from $(82.0)M; total shareholder return measured from 6/30/21 closed at $35.27 per $100 by year-end 2024 versus $41.84 in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Taboola | CFO | 2020–present | Led finance, reporting, risk management; signed SEC certifications and 8-K filings |
| Taboola | SVP, Worldwide Sales Operations | 2015–2020 | Built global sales operations infrastructure |
| Taboola | GM, Taboola-X | 2014–2015 | Led product initiative pre-CFO |
| Perfect Market | President & COO | 2007–2014 | Operated until acquisition by Taboola (integration experience) |
| Idealab | New Ventures Group; portfolio leadership roles | Pre-2007 | Company-building and venture scaling background |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Idealab portfolio companies | Executive leadership roles | Pre-2007 | Led several portfolio companies, contributing to operating and scaling expertise |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $465,000 | $465,000 | $465,000 |
| Target Bonus % of Salary | — | 65% | 75% |
| Target Bonus ($) | — | $302,000 | $349,000 |
| Actual Annual Incentive Paid ($) | $84,258 | $712,268 | $339,699 |
| Stock Awards (Grant-Date Fair Value, $) | $2,800,001 | $1,864,575 | $3,075,113 |
| All Other Compensation ($) | $144 | $223 | $4,952 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout (% of Target) | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|---|
| 2024 Annual Incentive | Adjusted EBITDA | 70% | $201.2M | $200.9M | 100% | — | Cash, paid subsequent to year-end |
| 2024 Annual Incentive | ex‑TAC Gross Profit | 30% | $689.6M | $667.5M | 92% | — | Cash, paid subsequent to year-end |
| 2024 Annual Incentive | Blended Outcome | — | — | — | 97% | $339,699 | Cash |
| 2023–2024 Long-term Performance Bonus | Adjusted Free Cash Flow Per Share | — | $0.45 | $0.41 | 93% | $1,767,000 | Cash, earned on 2‑year performance period |
Notes:
- Annual equity grants are time-based RSUs vesting in equal quarterly installments over four years beginning the quarter after grant .
Equity Ownership & Alignment
- Beneficial ownership: Less than 1% of outstanding shares (no specific count disclosed) .
- Ownership guidelines: Required holding level is 3x base salary for executive officers; as of March 27, 2025, Walker exceeded the guideline threshold .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of company stock for directors, officers, and employees .
- Net share settlement and tax withholding: Company utilizes net issuance to cover tax withholding for equity-based compensation, including for Office Holders; in 9M 2025, 897,267 RSUs were canceled to satisfy taxes, resulting in net issuance of 813,721 shares .
| RSUs (Unvested) | Grant Date | Unvested Units (#) | Market Value ($) |
|---|---|---|---|
| 2022 Annual RSU | 2/24/2022 | 134,203 | $489,841 |
| 2023 Annual RSU | 2/28/2023 | 335,088 | $1,223,071 |
| 2024 Annual RSU | 2/27/2024 | 521,614 | $1,903,891 |
| Options | Grant Date | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|---|
| Option | 6/14/2016 | 270,070 | — | $2.63 | 6/14/2026 |
| Option | 8/27/2018 | 256,567 | — | $2.63 | 8/27/2028 |
| Option | 9/17/2020 | 270,070 | — | $2.63 | 9/17/2030 |
| Option | 3/15/2021 | 266,500 | 33,313 | $8.21 | 3/15/2031 |
| Stock Vested | Year | Shares Vested (#) | Value Realized ($) |
|---|---|---|---|
| RSUs | 2024 | 410,421 | $1,566,697 |
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | July 30, 2014 (Taboola, Inc.) |
| Current role start | CFO since June 2020 |
| Work location | Los Angeles, California |
| Employment status | At-will; either party can terminate at any time |
| Base pay in offer letter | $465,000 annual base salary |
| Discretionary bonus in offer letter | Target $302,250; paid at company discretion and subject to individual performance |
| Severance/change-in-control | If terminated without cause or resigns for good reason within 12 months following a covered transaction, equity in the 9/17/2020 RSU Agreement accelerates; estimated value $311,930 at 12/30/2022 pricing |
| Benefits & PTO | Health benefits, 401(k), flexible time off; business expense reimbursement; D&O coverage extended post-termination for acts during service |
| Arbitration & governing law | California law; optional arbitration with opt-out |
| Tax gross-up (excise taxes) | Entitled to excise tax gross-up rights per Appendix B (offer letter) |
| Insider trading policy | Pre-clearance required; open-window trading; 10b5-1 plans permitted; cooling-off; anti-hedging and anti-pledging |
| Clawback policy | Mandatory recovery of erroneously awarded incentive compensation following restatements, regardless of fault |
Compensation Structure Notes
- 2024 Annual Incentive metrics and weights: Adjusted EBITDA (70%) and ex‑TAC Gross Profit (30%) with capped payouts and objective, formulaic scoring; blended payout at 97% for Walker .
- 2024 Long-term Performance Bonus: One-time cash award tied to Adjusted Free Cash Flow Per Share achieved 93% of target; Walker received $1.767M .
- Annual equity: Time-based RSUs only (no options in 2024), vesting quarterly over 4 years; Walker’s 2024 grant fair value $3.075M .
- Ownership alignment: Executive share ownership guidelines at 3x salary; Walker exceeded guideline as of 3/27/2025 .
Compensation Peer Group and Say-on-Pay
- 2024 peer group included 17 adtech and broader tech firms (e.g., DoubleVerify, Magnite, Perion, PubMatic, Wix, Yext), used for benchmarking target compensation and equity grant levels .
- Say-on-Pay: 2024 advisory vote received over 87% support, indicating shareholder acceptance of pay-for-performance structure . In 2023, shareholders approved executive compensation and performance bonus program items; Walker signed the 8‑K reporting vote outcomes .
Risk Indicators & Red Flags
- Anti-hedging/pledging policy reduces alignment risk from derivatives or collateralization .
- Presence of excise tax gross-up rights in offer letter is shareholder-unfriendly and may be viewed as a governance risk if triggered .
- Net share settlement for tax withholding implies ongoing share cancellations on vest dates, a modest technical supply factor, though part of standard practice; utilized for Office Holders in 2025 .
Performance Context (Company-Level)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($M) | $1,439.7 | $1,766.2 |
| Adjusted EBITDA ($M) | $98.7 | $200.9 |
| GAAP Net Income (Loss) ($M) | $(82.0) | $(3.8) |
| TBLA TSR – $100 from 6/30/21 (Year-end) | $41.84 | $35.27 |
Investment Implications
- Pay-for-performance alignment: Cash incentives tied to Adjusted EBITDA and ex‑TAC delivered a 97% payout; the one-time performance cash award tied to adjusted FCF/share paid $1.767M, reinforcing focus on cash generation and Yahoo integration economics .
- Retention and selling pressure: Large time-based RSU grants with quarterly vesting and net share settlement for taxes imply steady equity conversion and potential periodic supply, but ownership guidelines are met and anti-pledging/hedging policies reduce misalignment risk .
- Ownership: Beneficial ownership is <1%, indicating limited direct equity exposure vs. CEO and other founders; however, Walker exceeds the 3x salary ownership guideline, mitigating “skin-in-the-game” concerns .
- Governance and severance: Change-of-control protection is limited to equity acceleration on a specified 2020 RSU, with at-will employment otherwise; presence of excise tax gross-up rights is a governance negative if triggered .
- Execution track record: Company-level revenue and adjusted EBITDA improved materially in 2024 while GAAP losses narrowed, though TSR from the 6/30/21 baseline declined by year-end 2024, warranting continued monitoring of value creation versus peers .