Compensation Committee
Current Membership: Erez Shachar (Chair); Zvi Limon; Nechemia J. Peres
Meetings Held: 7
Primary Responsibilities: (i) recommending to our Board for its approval a compensation
policy, in accordance with the requirements of the Companies Law, as well as other compensation policies, incentive-based compensation plans, and equity-based compensation plans, overseeing the development and implementation of such policies,
and recommending to our Board any amendments or modifications the committee deems appropriate, including as required under the Companies Law; (ii) reviewing and approving the granting of options and other incentive awards to our Chief Executive
Officer and other executive officers, including reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, including evaluating their performance in light of
such goals and objectives; (iii) approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law; and (iv) administering our equity-based compensation plans, including without limitation,
approving the adoption of such plans, amending and interpreting such plans, and the awards and agreements issued pursuant thereto, and making and determining the terms of awards to eligible persons under the plans.
All members meet the independence requirements of the listing
standards of Nasdaq.
Nominating and Governance Committee
Current Membership: Lynda Clarizio (Chair); Nechemia J. Peres; Erez Shachar; Gilad
Shany
Meetings Held: 2
Primary Responsibilities: (i) overseeing and assisting our Board in reviewing and
recommending nominees for election of directors; (ii) assessing the performance of the members of our Board; and (iii) establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing
and recommending to our Board a set of corporate governance guidelines applicable to our business.
All members meet the independence requirements of the listing
standards of Nasdaq.
Corporate Governance Guidelines and
Code of Conduct
We have adopted Corporate Governance Guidelines that address items such as the
qualifications and responsibilities of our directors and director nominees, conflicts of interest, succession planning, committee composition, director term limits, and other important governance policies and principles.
Additionally, we have adopted a Code of Conduct that applies to all our employees,
officers and directors. Our Code of Conduct addresses, among other things, competition and fair dealing, gifts and entertainment, conflicts of interest, international business laws, financial matters and external reporting, company assets,
confidentiality and corporate opportunity requirements and the process for reporting violations of the Code of Conduct.
The Corporate Governance Guidelines and Code of Conduct are available under the
“Corporate Governance” section in the “Investor Relations” portion of our website at www.taboola.com.
Communication with the Board of
Directors
Shareholders and interested parties who wish to contact the Board or the Chairman
should address correspondence to the Chairman in care of the Corporate Secretary. The Corporate Secretary will review and forward correspondence to the Chairman or the appropriate person or persons for response.
Chairman of Taboola.com Ltd.
c/o Office of the Corporate Secretary
16 Madison Square West, 7th Floor
New York, NY 10010
Non-Employee Director Compensation
Members of the Board who are not employees are eligible for compensation under our
Compensation Policy for Executive Officers and Directors, or the Compensation Policy. The Compensation Policy was adopted by the Board, and approved by shareholders, with the objective of assembling a high-performing Board that could best
