Shlomo Dovrat
Unity SoftwareAbout Shlomo Dovrat
Shlomo Dovrat is an independent director of Unity Software (U) and Co‑Founder/General Partner of Viola Ventures. He joined Unity’s board in November 2022 via the ironSource merger; age 65 as of the 2025 proxy. He is a veteran technology investor and operator, previously founding and serving as CEO of Oshap Technologies and Teconmatix, and serves on multiple nonprofit boards and policy institutes .
Past Roles
| Organization | Role | Tenure / Notes | Committees / Impact |
|---|---|---|---|
| Oshap Technologies (public) | Founder & CEO | Founded; later sold in 1999 | Technology operator background |
| Teconmatix (public) | Founder & CEO | Founded; later sold in 2005 | Technology operator background |
| ironSource Ltd. | Director (prior to merger) | Served before Unity merger (closed Nov 7, 2022) | Added to Unity board via merger; ironSource has no continuing designation rights |
External Roles
| Organization | Type | Role | Status / Notes |
|---|---|---|---|
| Outbrain Inc. | Public web recommendation platform | Director | Current public company board; proxy notes operating under name “Teads” |
| Aaron Institute for Economic Policy | Policy institute | Chairman | Ongoing non-governmental role |
| Pnima | Israeli social movement | Chairman | Ongoing non-governmental role |
| Israel Democracy Institute | NGO | Chairman | 2009–2012 (prior) |
| National Taskforce for Advancement of Education in Israel | Government taskforce | Chairman | 2003–2005 (prior) |
Board Governance
- Independence: The Board affirmed Dovrat is “independent” under NYSE standards; HCCC membership meets heightened independence requirements .
- Committee assignments and engagement:
- Human Capital & Compensation Committee (HCCC) member; HCCC held 7 meetings in 2024 and 6 in 2023 .
- HCCC members: Barry Schuler (Chair), Shlomo Dovrat, Keisha Smith .
- Executive sessions: Non‑management directors met in executive session four times in 2023; presided over by the Lead Independent Director/Chair .
- Board leadership: Unity’s Chair (Whitehurst; transitioning to non‑employee Chair in May 2025) and Lead Independent Director (Roelof Botha) structure; Dovrat is not LID .
- Nomination arrangement: Dovrat was added via the ironSource Merger agreement; ironSource has no ongoing right to designate directors post‑closing .
| Committee | Role | FY 2024 Meetings | Independence Status |
|---|---|---|---|
| Human Capital & Compensation | Member | 7 | NYSE/SEC independent |
| Audit | — | 8 total committee meetings (FY 2024) | Committee independent members |
| Nominating & Corporate Governance | — | 5 total committee meetings (FY 2024) | Committee independent members |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Paid in Cash ($) | — | — |
| Stock Awards ($) | 295,000 | 294,985 |
| Total ($) | 295,000 | 294,985 |
| RSUs Outstanding at Year‑End (#) | 19,258 | 22,113 |
- Election form: Dovrat elected to receive all director compensation in RSUs in 2023; 2024 table shows no cash .
- Non‑employee director policy: Annual equity grant equals $285,000 minus any “Cash Election,” with RSUs vesting on the earlier of the next annual meeting or the first anniversary (e.g., 2024 awards vest by the earlier of the 2025 Annual Meeting or June 5, 2025) .
Performance Compensation
| Feature | 2024 Awards | 2025 Awards |
|---|---|---|
| Award Type | Annual RSUs; optional Cash Election (up to $100,000) | Annual RSUs; optional Cash Election (up to $100,000) |
| Grant Mechanics | Annual Grant: $285,000 less Cash Election, divided by closing price on meeting date | Same; plus Retainer Grant reflecting roles (Chair $60k, LID $25k, Committee Chair $25k, Committee Member $10k) |
| Vesting | Earlier of first anniversary or next annual meeting (2024 awards vest by earlier of 2025 Annual Meeting or June 5, 2025) | Same structure (2025 awards vest by earlier of 2026 Annual Meeting or first anniversary) |
| Change‑in‑Control | Full acceleration of non‑employee director equity and payment of any Cash Election immediately prior to closing | Same |
| Death Benefit | 50% vest if <1 year of service; 100% vest if ≥1 year; applies to 2020 Plan awards | Same |
| Performance Conditions | None disclosed; RSUs are time‑based (no TSR/EBITDA/ESG metrics) | None disclosed; RSUs are time‑based |
Assessment: Director pay is predominantly equity and time‑based, with no performance metrics tied to director awards, consistent with market norms. The policy provides clear vesting and robust CIC/death protections, and allows limited cash election flexibility .
Other Directorships & Interlocks
| Company | Market | Role | Notes |
|---|---|---|---|
| Outbrain Inc. | Public | Director | Current service; proxy describes platform operating under “Teads” |
| ironSource Ltd. | Public (pre‑merger) | Director | Prior service; source of Unity board nomination in 2022; no ongoing designation rights |
- HCCC interlocks: None; Unity discloses no compensation committee interlocks or insider participation among HCCC members .
- Compensation consultant: Semler Brossy engaged; HCCC determined no conflicts of interest in 2024–2025 .
Expertise & Qualifications
- Technology investor/operator: Founder/CEO of two public tech companies; two decades leading Viola Ventures .
- Policy/NGO leadership: Chairs of Aaron Institute and Pnima; prior chair roles in national policy/education bodies .
- Board experience: Director at Outbrain; prior ironSource board role .
Equity Ownership
| Metric | As of Mar 1, 2024 | As of Mar 1, 2025 |
|---|---|---|
| Direct shares owned | 206,333 | — |
| Indirect shares (Viola Ventures III, L.P.) | 2,398,685 (via GP control) | — |
| Total beneficial ownership (proxy table) | — | 305,656; % column shows “*” (<1%) |
| RSUs vesting within 60 days | — | Included if any per table methodology; not itemized for Dovrat in excerpt |
| Ownership guideline | Must hold lesser of $400,000 or 3,846 shares (non‑employee directors) | Must hold lesser of $400,000 or 3,846 shares |
- Guideline compliance signal: Dovrat’s reported 305,656 shares as of March 1, 2025 far exceed the 3,846‑share threshold for directors, indicating strong alignment with ownership guidelines .
- Note: 2024 footnote indicates potential indirect beneficial ownership via fund vehicle (Viola Ventures III) where Dovrat has voting/dispositive power through the GP—important for alignment and potential conflict evaluation .
Insider Trading and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Delinquent Section 16(a) reports | Company disclosed no reporting delinquencies except one for Roelof Botha; no delinquency indicated for Dovrat |
Governance Assessment
-
Positives
- Independence affirmed; serves on HCCC with no interlocks and an external consultant vetted for conflicts .
- Equity‑heavy director pay with no cash elections in 2023–2024, plus substantial personal/fund‑linked ownership—strong alignment signals .
- Active governance processes: HCCC met 7 times in 2024; executive sessions held regularly; board leadership features a LID structure .
-
Watch items / potential conflicts
- Nomination via ironSource merger could raise perceptions of legacy ties; however, ironSource has no ongoing designation rights post‑closing .
- Indirect beneficial ownership via Viola Ventures III may reflect influence/control over a sizable stake; monitor any related‑party transactions involving Viola‑affiliated entities. Unity’s related‑party policy assigns review/approval to the Audit Committee .
-
Compensation structure signals
- Director compensation policy emphasizes time‑based RSUs and standardized retainers (committee member $10k), with CIC/death accelerations typical for directors; absence of performance metrics in director pay is market‑normal .
RED FLAGS (none disclosed for Dovrat):
- No HCCC interlocks or consultant conflicts .
- No Section 16 delinquency disclosed for Dovrat .
- No pledging/hedging, related‑party transactions, or option repricings involving Dovrat disclosed in the proxies reviewed .