Tomer Bar-Zeev
Unity SoftwareAbout Tomer Bar-Zeev
Independent director of Unity Software (U). Co-founded ironSource and served as its CEO from 2010 through Unity’s merger in November 2022; later served as Unity’s President, Grow Solutions from March 2023 to January 2024. Currently Co‑Founder and Chairman at ZyG. Age 49; Unity board member since 2022; B.S. in Computer Science from IDC Herzliya . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ironSource Ltd. | Co‑Founder & CEO | 2010–Nov 2022 | Led company to merger with Unity; served as Chairman from June 2021 . |
| Unity Software | President, Grow Solutions | Mar 2023–Jan 2024 | Executed growth initiatives; separated under mutual agreement in Jan 2024 . |
| Payoneer | Vice President | Prior to 2010 | Payments leadership (dates not disclosed) . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ZyG | Co‑Founder & Chairman | Current | E‑commerce platform . |
| Partner Communications (Nasdaq/TASE) | Director | Nov 2017–Nov 2019 | Public telecom board . |
| Israel Advanced Technology Industries | Board member | Current | Industry association . |
| HaGal Sheli | Board member | Current | Non‑profit serving at‑risk youth . |
Board Governance
- Independence: Board determined Bar‑Zeev is independent under NYSE listing standards .
- Committees: Does not serve on Audit, Human Capital & Compensation (HCCC), or Nominating & Corporate Governance committees .
- Attendance: Board met 5 times in 2024; every director attended at least 75% of Board and applicable committee meetings .
- Nomination arrangement: Added to Unity’s Board in Nov 2022 under ironSource merger agreement (with two other ironSource directors). ironSource has no ongoing designation rights post‑closing .
- Board leadership context: Lead Independent Director presides executive sessions; robust committee oversight structure (Audit/HCCC/NCG) .
Fixed Compensation
| Component | Structure/Amount | Vesting/Terms |
|---|---|---|
| Annual Director RSU Grant | $285,000 RSU grant, with option to elect up to $100,000 in cash in lieu of RSUs . | Vests fully on earlier of 1 year from grant or next annual meeting . |
| Retainer RSU Grant | Chair $60,000; Lead Independent Director $25,000; Committee Chair $25,000; Committee Member $10,000; cash election permitted (up to $100,000 across grants) . | Vests on same schedule as annual grant . |
| Initial Director Grant | $400,000 RSUs at appointment, vesting in equal quarterly installments over 3 years . | 3‑year quarterly vest . |
| Bar‑Zeev 2024 Director RSUs | $253,536 grant date fair value under director compensation policy (ASC 718) . | Standard director grant vesting terms . |
Change-in-control/death acceleration: Non‑employee director awards fully vest immediately prior to closing of a change in control; death benefit vests 50% (<1 year service) or 100% (≥1 year), and cash elections are paid accordingly .
Performance Compensation
| Item | Metrics/Amounts | Notes |
|---|---|---|
| Director performance pay | None disclosed | Unity’s director pay is retainer + RSUs; no performance metrics tied to director pay . |
| 2024 Cash Incentive Bonus Plan (context) | Adjusted EBITDA gate: $400M; Strategic Revenue thresholds: $1,760M (75%), $1,800M (100%), $1,880M (150%); linear interpolation . | Bar‑Zeev did not participate in the 2024 plan; his severance included 2023 target bonus . |
| Bar‑Zeev severance bonus (executive exit) | $553,910 paid (equal to 2023 target bonus) in Jan 2024 . | Not contingent on 2024 performance; part of mutual separation agreement . |
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock |
|---|---|---|
| Partner Communications | Public board (prior) | No current interlock with Unity suppliers/customers disclosed . |
| ZyG | Private company | No related‑party transactions with Unity disclosed . |
| IATI; HaGal Sheli | Association/non‑profit | No conflicts disclosed . |
| ironSource merger designation | Transactional | Added alongside two ironSource directors under merger terms; no ongoing designation rights . |
Expertise & Qualifications
- Founder/CEO track record in adtech/software; led ironSource through public‑company lifecycle and strategic merger with Unity .
- Operating experience in payments (Payoneer) and growth solutions; industry recognition (Goldman Sachs “100 Most Intriguing Entrepreneurs”) .
- Technology background with B.S. in Computer Science (IDC Herzliya) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 5,122,092 shares; 1.2% of outstanding . | |
| Direct holdings | 742,832 shares . | |
| Indirect holdings (Agathy Holdings Ltd.) | 3,398,146 shares; shared voting/dispositive power with spouse . | |
| Options exercisable (≤60 days of Mar 1, 2025) | 981,114 shares . | |
| 2024 stock vested | 485,823 shares; $8,454,648 value realized . | |
| Pledging/hedging | Company policy prohibits pledging/hedging; ownership guidelines apply to directors (lesser of $400,000 or 3,846 shares) . |
Governance Assessment
-
Strengths
- Independent status affirmed; no committee interlocks or related‑party transactions disclosed for Bar‑Zeev personally .
- High personal share ownership (1.2%) aligns incentives with shareholders; significant vested equity history indicates long‑term alignment .
- Attendance threshold met; Board structure includes Lead Independent Director and active committees for risk oversight, compensation, and governance .
-
Potential risks and red flags
- Origin via ironSource merger designation may be perceived as legacy influence; mitigated by termination of designation rights post‑closing .
- Executive separation terms were generous: full acceleration of all remaining unvested equity upon separation, five‑year extension of post‑termination option exercise, and payment of prior‑year target bonus; not tied to 2024 performance outcomes .
- No current committee assignments reduce direct involvement in audit/comp/governance oversight; potential underutilization of domain expertise .
- Company‑wide policy prohibits pledging/hedging, reducing alignment risk; compliance for specific individuals not separately disclosed .
Overall signal: Ownership alignment is strong, independence affirmed, and no related‑party dealings disclosed. The severance package terms (accelerated equity and extended option exercise) merit monitoring for precedent and perceived fairness to shareholders during future transitions .
Director Compensation (2024 snapshot)
| Director | Cash Fees ($) | Stock Awards ($) | Notes |
|---|---|---|---|
| Tomer Bar‑Zeev | — | 253,536 | Director RSU grant fair value under policy (ASC 718) . |
| Policy (for reference) | Cash election up to $100,000; annual RSU $285,000; retainers: Chair $60,000, LID $25,000, Committee Chair $25,000, Member $10,000 . | Vests at 1 year or next annual meeting . |
Insider Trades and Equity Activity (2024)
| Activity | Shares | Value ($) | Notes |
|---|---|---|---|
| Options exercised | — | — | No option exercises reported for 2024 . |
| RSUs vested | 485,823 | 8,454,648 | Value realized on vesting in 2024 . |
Related-Party Transactions (screen)
- Company disclosed related‑party transactions with PIPE investors (Silver Lake and Sequoia) due to convertible notes and IRA rights; none attributed to Bar‑Zeev personally .
- Audit Committee reviews related‑party transactions under formal policy .
Compliance Framework (selected)
- Stock ownership guidelines: Non‑employee directors must hold the lesser of $400,000 or 3,846 shares after a five‑year phase‑in; anti‑hedging/anti‑pledging policy applies to all directors .
- Director award acceleration on change‑in‑control and death; travel expense reimbursement policy .
Notes on Compensation Committee and Peer Practices (context)
- HCCC engages Semler Brossy; implemented PSU program in 2025 and tightened dilution focus; discontinued stock options for refresh grants .
- 2024 bonus plan paid zero companywide due to missing Adjusted EBITDA gate ($390M vs $400M) and Strategic Revenue below threshold ($1,723M) .
This context informs pay-for-performance oversight and broader governance norms; Bar‑Zeev was not eligible for 2024 bonuses as a director and Former President, Grow received a severance bonus tied to 2023 target .