Zvi Limon
About Zvi Limon
Independent Chairman of the Board of Taboola (TBLA); age 66; director since 2007; Chairman since 2018. General Partner and co‑founder of Magma Venture Partners; previously management consultant at Bain & Co. (London) and Shaldor Ltd. (Israel). Holds an MBA from INSEAD and a BA in Business Administration & Economics from Bar‑Ilan University. Serves on Audit and Compensation Committees; Board determined he is independent under Nasdaq and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magma Venture Partners | General Partner & Co‑Founder | Active investor since 1990 | VC leadership and strategic advisory experience brought to Taboola’s Board |
| Bain & Co. (London) | Management Consultant | Prior to 1990 | Strategy consulting background |
| Shaldor Ltd. (Israel) | Management Consultant | Prior to 1990 | Strategy consulting background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Magma Venture Partners | General Partner & Co‑Founder | Ongoing | Experienced board member of various public/private companies (specific names not disclosed) |
Board Governance
- Role: Independent Chairman of the Board; separation of Chair and CEO is intentional to strengthen governance and risk oversight. Independent Chair focuses on governance, agenda planning, recruitment, and committee responsibilities.
- Independence: Board determined all non-employee directors, except Monica Mijaleski, are independent; committees are entirely independent.
- Attendance: Board held 5 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings.
| Committee | Current Members | Chair | Meetings Held (2024) | Limon Member? |
|---|---|---|---|---|
| Audit | Richard Scanlon; Deirdre Bigley; Zvi Limon; Gilad Shany | Richard Scanlon | 4 | Yes |
| Compensation | Erez Shachar; Zvi Limon; Nechemia J. Peres | Erez Shachar | 6 | Yes |
| Nominating & Governance | Lynda Clarizio; Nechemia J. Peres; Erez Shachar; Gilad Shany | Lynda Clarizio | 2 | No |
- Audit Committee responsibilities include overseeing financial reporting, auditor independence, and approving related-party transactions; Limon is a member.
- Compensation Committee responsibilities include compensation policy, equity plans, clawback policy; Limon is a member.
- Governance policies: Corporate Governance Guidelines and Code of Conduct in place; shareholder communication channel to Chairman.
Fixed Compensation
- Policy rates: Non‑employee director cash compensation (quarterly installments).
- H1 2024: 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).
- H2 2024 (post May 2024 approval): Board retainer $40,000; Chair $140,000; Audit $10,000 (Chair $20,000); Compensation $7,500 (Chair $15,000); Nominating & Governance $4,000 (Chair $8,000).
| Director | Fees Earned in Cash ($) 2024 | Notes |
|---|---|---|
| Zvi Limon | 142,750 | Reflects Chair retainer plus Audit and Compensation memberships; includes H2 2024 rate increases approved by shareholders |
Performance Compensation
- Equity for non‑employee directors:
- Upon election/appointment: RSU grant valued at $360,000; vests over one year.
- Annual grant: RSU valued at $190,000; vests over one year.
- 2024 Director RSUs outstanding:
- As of Dec 31, 2024, each non‑employee director had 59,172 unvested RSUs scheduled to vest 100% on May 1, 2025 (subject to continuous Board service).
| Director | Stock Awards ($) 2024 | Unvested RSUs at 12/31/2024 (#) | Vesting |
|---|---|---|---|
| Zvi Limon | 190,000 | 59,172 | 100% on May 1, 2025, subject to service |
Equity award timing: Annual grants approved at a regular Compensation Committee meeting (typically Q1); Company does not time grants around MNPI releases; no option-like awards currently granted.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| External public company boards | Not specifically disclosed for Limon in proxy; he is described as an experienced board member of various public and private companies. |
| Venture affiliations on Board | Gilad Shany previously served as General Partner at Magma Venture Partners; Limon is GP/co‑founder of Magma (network interlock, not a disclosed related‑party transaction). |
Expertise & Qualifications
- Venture capital leadership and technology investing since 1990; strategic and investment advisory experience.
- Prior management consulting (Bain & Co.; Shaldor).
- Education: MBA (INSEAD), BA (Bar‑Ilan).
- Committee expertise: Audit financial literacy and compensation oversight; Board notes all Audit Committee members meet independence and financial literacy requirements.
Equity Ownership
- Director ownership guidelines: Required ownership equal to 4× annual cash Board retainer; as of March 27, 2025, each non‑employee director exceeded the guideline.
- Anti‑hedging and pledging policy maintained.
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Zvi Limon | 3,593,648 | 1.2% | Includes 3,405,889 shares held by a trust for which spouse is beneficiary, 128,587 shares, and 59,172 unvested RSUs vesting within 60 days of March 27, 2025 |
Governance Assessment
- Board effectiveness: Independent Chair and majority‑independent Board, with independent and fully constituted committees; clear risk oversight and robust Audit/Comp responsibilities. Positive signal for governance quality.
- Independence & attendance: Limon is independent; Board and committee attendance thresholds met (≥75%).
- Compensation alignment: Director pay blends cash retainer (Chair premium) with time‑based RSUs; ownership guidelines and anti‑hedging/pledging policy strengthen alignment.
- Compensation committee practices: Engages independent consultant (Pearl Meyer); codified clawback policy; structured equity grant timing to avoid MNPI concerns.
- Related‑party and conflicts: Audit Committee specifically oversees related‑party transactions and approvals; Company policy requires arm’s‑length terms and layered approvals under Israeli Companies Law. No specific related‑party transactions disclosed involving Limon or Magma in the proxy.
- RED FLAGS: None disclosed regarding pledging, hedging, loans, or related‑party transactions tied to Limon; board attendance met minimum; compensation structure standard for market.