UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Taboola.com Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Dear Shareholder:

We cordially invite you to the 2024 Annual General Meeting of Shareholders of Taboola.com Ltd. to be held on May 28, 2024 at 9:00 a.m. (Eastern time) / 4:00 p.m. (Israel time) online via live audio webcast at www.virtualshareholdermeeting.com/TBLA2024.

At the annual meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Annual General Meeting of Shareholders. Our Board of Directors unanimously recommends that you vote FOR each of the proposals listed in the Notice.

Only shareholders of record at the close of business on April 19, 2024 (the “Record Date”) are entitled to notice of and to vote at the annual meeting.

Whether or not you plan to attend the annual meeting, it is important that your Ordinary shares be represented and voted at the annual meeting. Accordingly, after reading the enclosed Notice of Annual General Meeting of Shareholders and the accompanying Proxy Statement, please sign, date and mail the enclosed Proxy Card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your Proxy Card.

We look forward to your participation in the annual meeting.

Sincerely,

Zvi Limon

Chairman of the Board of Directors

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TABOOLA.COM LTD.

16 Madison Square West, 7th Floor

New York, NY 10010

Notice of 2024 Annual General Meeting of Shareholders

To be Held on May 28, 2024

Date and Time

May 28, 2024 at

9:00 a.m. (Eastern time) /

4:00 p.m. (Israel time)

Location

Virtual annual meeting of shareholders conducted via live audio webcast at: www.virtualshare-holdermeeting.com/TBLA2024

Record Date

The Board has fixed the close of

business on April 19, 2024, as the

Record Date for determining

shareholders entitled to notice of

and to vote at the meeting.

AT THE ANNUAL MEETING, YOU WILL BE ASKED:

	1			To re-elect three Class III directors;
	2			To approve an advisory proposal on executive compensation;
	3			To approve an increase to non-employee director compensation and approve and ratify certain director expenses; and
	4			To re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as Taboola’s independent registered public accounting firm for the year ending December 31, 2024.

Our Board of Directors, or Board, unanimously recommends that shareholders vote FOR each of the above Proposals which are described in the proxy statement.

In addition, shareholders will be requested to consider at the annual meeting the Company’s audited consolidated financial statements for the year ended December 31, 2023.

We know of no other matters to be submitted at the annual meeting other than as specified herein. If any other business is properly come before the annual meeting or any adjournment or postponement thereof, the persons named as proxies may vote in respect thereof in accordance with their best judgment and the recommendation of the Board.

Meeting Admission

If you wish to attend the annual meeting, which is exclusively being held virtually, and you are a registered shareholder of shares held directly at our transfer agent, please enter the 16-digit control number located on the notice mailed to you beginning on April 23, 2024, on your proxy card at www.virtualshareholdermeeting.com/TBLA2024.

If your shares are held in “street name” through a broker, bank or other nominee, by following the voting instructions that accompanied your proxy materials.

A list of our registered holders as of the close of business on the Record Date will be made available to shareholders during the meeting at www.virtualshareholdermeeting.com/TBLA2024. To access the list of registered holders, which will become available on or about May 1, 2024, and throughout the meeting, shareholders should email Taboola Investor Relations at investors@taboola.com.

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Voting by Proxy

Please submit a proxy card if you are a registered shareholder of shares held directly at our transfer agent or, for shares held in “street name” through a broker, bank or other nominee, a voting instruction form, as soon as possible, so your shares can be voted at the meeting. You may submit your proxy card or voting instruction form by mail. If you are a registered shareholder, you may also vote electronically by telephone or over the Internet by following the instructions included with your proxy card.

If your shares are held in “street name,” you will receive instructions for the voting of your shares from your broker, bank or other nominee, which may permit telephone or Internet voting. Follow the instructions on the voting instruction form that you receive from your broker, bank or other nominee to ensure that your shares are properly voted at the annual meeting.

By Order of the Board of Directors,

Zvi Limon

Chairman of the Board of Directors

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Table of Contents

Summary Information			1
Corporate Governance at Taboola			6
Overview			6
Shareholder Engagement			6
Board of Directors Composition			6
Diversity of the Board of Directors			7
Board of Directors Leadership Structure			7
Board of Directors’ Role in Risk Oversight			8
Meetings of the Board of Directors and Annual Meeting of Shareholders			8
Committees of the Board of Directors			9
Corporate Governance Guidelines and Code of Conduct			10
Communication with the Board of Directors			10
Non-Employee Director Compensation			10
Related Party Transactions			11
Human Capital			12
Proposal 1: Re-election of Directors			15
Executive Compensation			21
Compensation Discussion and Analysis			21
Additional Executive Compensation Information			30
Compensation Committee Report			30
Compensation Committee Interlocks and Insider Participation			30
2023 Summary Compensation Table			30
Grants of Plan-Based Awards			32
Outstanding Equity Awards at Fiscal Year End			33

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Option Exercises and Stock Vested			34
Severance and Potential Payments Upon Change in Control			34
CEO Pay Ratio			35
Pay versus Performance			35
Security Ownership of Certain Beneficial Owners and Management			39
Proposal 2: Approval of Advisory Proposal on Executive Compensation			41
Proposal 3: Approval of an Increase to Non-Employee Director Compensation and Approval and Ratification of Certain Director Expenses			42
Audit Committee Matters			44
Audit Committee Pre-Approval Policies and Procedures			44
Audit and Non-Audit Fees			44
Report of the Audit Committee			45
Proposal 4: Re-Appointment of Independent Auditors			46
General Information About the Annual Meeting			47
Questions and Answers About Voting			47

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Proxy Statement

Summary Information

The following summary provides general information about Taboola.com Ltd., referred to as Taboola or the Company, and highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider when deciding how to vote your shares. For further and more detailed information on the matters referenced below, prior to casting your vote, please carefully review the entire proxy statement and our 2023 Annual Report on Form 10-K (“2023 Annual Report on Form 10-K”). Our 2023 Annual Report on Form 10-K accompanies this proxy statement and was previously filed with the Securities and Exchange Commission, or SEC. In this proxy statement, we reference various information and materials available on our corporate website. We have included our website address in this proxy statement as an inactive textual reference only. Information on our website is not incorporated by reference in this proxy statement.

Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of United States securities laws. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are often, but not always, identified by such forward-looking terminology as “goal,” “believe,” “will,” “may,” “plan,” “expect,” “intend,” “priority,” “outlook,” “guidance,” “objective,” “forecast,” “anticipate,” “estimate,” “seek,” “trend,” “target” and “strategy,” or similar statements or variations of such terms. Forward-looking statements are not guarantees of future performance, are inherently uncertain, are based on current assumptions that are difficult to predict and involve a number of risks and uncertainties. Therefore, actual outcomes and results may differ materially from what is expressed in those statements. Important factors that may affect future results and outcomes include but are not limited to those set forth in our 2023 Annual Report on Form 10-K and our subsequent SEC filings. We encourage investors to read those filings, particularly the sections on risk factors, for additional information with respect to any forward-looking statements and prior to making any voting or investment decision. The forward-looking statements contained in this proxy statement should not be relied on as representing our expectations or beliefs as of any time subsequent to the time this proxy statement is first filed with the SEC, and we do not undertake efforts to revise those forward-looking statements to reflect events after that time except as may be required by law.

Voting Matters and Recommendations

The Board of Directors, or Board, unanimously recommends shareholders vote FOR each of the below Proposals.

	1			To re-elect three Class III directors.
	2			To approve an advisory proposal on executive compensation.
	3			To approve an increase to non-employee director compensation and approve and ratify certain director expenses.
	4			To re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

In addition, shareholders will be requested to consider at Taboola.com Ltd.’s, or the Company or Taboola, 2024 Annual General Meeting of Shareholders, or Annual Meeting, the Company’s audited consolidated financial statements for the year ended December 31, 2023.

We know of no other matters to be submitted at the Annual Meeting other than as specified herein. If any other business properly comes before the Annual Meeting or any adjournment or postponement thereof, the persons named as proxies may vote in respect thereof in accordance with their best judgment and recommendation of the Board.

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About Taboola

Taboola is a technology company that powers recommendations across the Open Web with an artificial intelligence, or AI-based, algorithmic engine that we have developed since the Company began operations in 2007. Taboola has also expanded more directly into e-Commerce, allowing its partners with digital properties the ability to use its platforms to display advertising suited to the audiences of those partners’ websites or other digital services.

We think of ourselves as a search engine, but in reverse — instead of expecting people to search for information, we recommend information to people or enable our partners to use our technology. You’ve seen us before: we partner with websites, devices and mobile apps, which we collectively refer to as digital properties, to recommend editorial content and advertisements on the Open Web, outside of the closed ecosystems of the walled gardens such as Facebook, Google and Amazon.

Digital properties use our technology platforms to achieve their business goals, such as driving new audiences to their sites and apps, or increasing engagement on site — and we don’t charge them for these services. We also provide a meaningful monetization opportunity to digital properties by surfacing paid recommendations by advertisers. Unlike walled gardens, we are a business-to-business, or B2B, company with no competing consumer interests. We only interact with consumers through our partners’ digital properties, hence we do not compete with our partners for user attention. Our motivations are aligned. When our partners win, we win and we grow together.

We empower advertisers, merchants and affiliate networks, which we individually and collectively refer to as advertisers, to leverage our proprietary AI-powered recommendation platform to reach targeted audiences utilizing effective, native ad formats across digital properties. We generate revenues primarily when people (consumers) click on, purchase from or, in some cases, view the ads that appear within our partners’ digital experiences via our recommendation platform. Advertisers pay us for those clicks, purchases or impressions, and we share the resulting revenue with the digital properties who display those ads and generate those clicks and downstream consumer actions.

Our powerful recommendation platform was built to address a technology challenge of significant complexity: predicting which recommendations users would be interested in, without explicit intent data or social media profiles. Search advertising platforms have access, at a minimum, to users’ search queries which indicate intent, while social media advertising platforms have access to rich personal profiles created by users. In contrast, we base our recommendations on an extensive dataset of context and user behavior derived from the intersection of thousands of digital properties and millions of recommended items, including ads and editorial content.

2023 Business Overview

2023 Accomplishments and Growth Initiatives

2023 was an investment year for Taboola’s growth. We successfully launched Maximize Conversions, our first offering in our AI-bidding technology suite that should significantly improve advertiser success and yield on our platform; successfully onboarded Yahoo’s global native supply onto the Taboola network; and launched technology that advances our eCommerce, Taboola News and Header Bidder offerings.

In 2023, we also returned approximately $55 million of capital to our shareholders as part of our publicly announced share buyback program.

Additional Developments and Growth Initiatives

Notable new and renewed publisher wins in 2023 included Gannett, Time, Nexstar Media, Barstool Sports, G/O Media, Cambium Media, Futura, Disney, Unidad Editorial, BBC, One India, The Print, Bangkok Post, A360 Media, Postmedia, NDTV, and Cox Media.

Taboola News had a spectacular growth year in 2023, where revenue grew to over $100 million. In Q3, we also rolled out a new partnership with realme, the world’s fastest-growing smartphone brand. Under the partnership, realme is using Taboola News to power recommendations within all devices for audiences in Europe, and Southeast Asia. In 2023, we introduced new features to

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our Generative AI technology, called Taboola Generative AI Admaker, which allows advertisers to edit existing creatives automatically, instead of just creating images from scratch. As of now, around 30% of ad creatives from self service advertisers are made with our Generative AI.

Consolidated Financial Performance

(dollars in millions)

	2023 ($)	2022 ($)
Revenue	1,439.7	1,401.2
Gross Profit	425.6	464.3
ex-TAC Gross Profit*	535.8	569.6
Net loss	(82.0)	(12.0)
Adjusted EBITDA*	98.7	156.7
Non-GAAP Net Income*	32.6	91.4

*	See “Non-GAAP Financial Measures” beginning on page 64 of the 2023 Annual Report on Form 10-K for reconciliations of non-GAAP financial measures to the comparable GAAP measures.

Board of Directors

The table below presents information on each of the Class III nominees for director of the Company and each of the continuing directors who are not being voted on at the Annual Meeting. Each of the nominees is a current director of the Company and the Company believes each possesses the qualifications to serve as a member of our Board. The information set forth below is as of March 31, 2024.

Name and Principal Occupation	Class	Age	Current Committee Membership	Director Since	Current Term Expires	Nominated for Term Expiring
Class III Director Nominees
Zvi Limon General Partner and Co-Founder, Magma Venture Partners	III	65	Audit; Compensation	2007	2024	2027
Monica Mijaleski Chief Financial Officer, Yahoo!	III	48	None	2023	2024	2027
Adam Singolda Founder and CEO, Taboola.com Ltd.	III	42	None	2007	2024	2027
Continuing Directors
Deirdre Bigley Retired Chief Marketing Officer, Bloomberg L.P.	I	59	Audit	2021	2025
Lynda Clarizio Retired President of U.S. Media, Nielsen Holdings plc	I	63	Nominating and Governance	2021	2025
Erez Shachar Co-founder and Managing Partner, Qumra Capital Management Ltd.	I	60	Compensation; Nominating and Governance	2007	2025
Nechemia J. Peres Managing General Partner and Co-Founder, Pitango Venture Capital	II	65	Compensation; Nominating and Governance	2013	2026
Richard Scanlon Founding Partner, Marker LLC	II	54	Audit	2018	2026
Gilad Shany Managing Partner, ION Crossover Partners Ltd.	II	47	Audit; Nominating and Governance	2021	2026

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Corporate Governance Summary

Here is a summary of the key governance practices and policies that our Board believes help advance our goals and protect the interests of our shareholders, including:

				Base a significant portion of executive compensation opportunity on financial performance						Maintain an anti-hedging and pledging policy
				Set annual incentive targets for our executive officers based on objective performance measures						Offer equity and cash compensation to our executive officers which we believe incentivizes them to deliver both short-term and long-term shareholder value
				Maintain a forfeiture and clawback policy that complies with recently adopted SEC rules						Mitigate dilution by use of a net issuance mechanism for certain executives and our share buyback program
				Maintain a majority independent Board						Maintain an independent compensation committee which engages an independent compensation advisor
				Maintain entirely independent Board committees						Cap short-term performance-based cash bonus payments
				Emphasize pay-for-performance – meaning the earning of annual bonuses are subject to the attainment of objective performance measurements						Regularly review the executive compensation and peer group data

Overview of 2023 Executive Compensation Program

Our executive compensation program is designed to recruit, motivate and retain highly qualified executive officers, reward strong Company performance and align the long-term interests of our executive officers with those of our shareholders. We do this by offering competitive compensation that is reflective of market practices and comprised of elements that promote strong short- and long-term performance. The table below offers a snapshot of the key components of our executive compensation program and the rationale underlying each element.

Component	Form	Purpose
Base Salary	Cash	Fixed cash compensation that provides a base level of cash compensation for performing day-to-day job responsibilities, based on level of responsibility
Short-Term Incentive	Cash	Variable annual performance-based award opportunity based on achievement with respect to Company defined goals and metrics
Long-Term Incentive	Time-based Restricted Share Units	Multiyear time-based award that aligns the interest of our Named Executive Officers, or NEOs, with shareholders and promotes retention by vesting over a four-year period subject to employment with the Company through each vesting date

Environmental, Social and Governance

Taboola believes social responsibility, good governance, minding its environmental footprint and evolving its culture to powerfully support its strategies is critical to our long-term success. We firmly believe in the principles of sound governance and helping our clients succeed. We are dedicated to maintaining a global and inclusive workplace where employees feel valued and engaged. We believe we have a responsibility to enrich our communities, both in the way we carry out our operations and in the platform and services we offer. As part of these efforts, the Nominating and Governance Committee oversees our strategies, policies, and practices relating to environmental, social and governance matters.

Additional Voting Information

Quorum: At the Annual Meeting, the presence in person or by proxy of two or more shareholders holding not less than thirty-three and one-third percent (33¹∕3%) of the voting power of the shares issued and outstanding and entitled to vote at the Annual Meeting is required for the Annual Meeting to proceed. Abstentions and broker non-votes will qualify for determining whether there is a quorum.

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Proposal 1: Re-election of Three Class III Directors. Each nominee for director is elected by a majority of the votes cast. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” the nominee. Any nominee who receives more votes cast “FOR” their election than “AGAINST” will be elected as a Class III director to serve until the 2027 Annual General Meeting of Shareholders and until their respective successors are duly elected and qualified. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal 2: Advisory Approval on Executive Compensation. The approval, on an advisory basis, of the compensation of our NEOs in this Proxy Statement requires the “FOR” vote of a majority of the voting power of the shares present in person or represented by proxy entitled to vote and voting on such proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal 3: Approval of an Increase to Non-Employee Director Compensation and Approval and Ratification of Certain Director Expenses. The approval of the increase to non-employee director compensation and approval and ratification of certain director expenses in this Proxy Statement requires the “FOR” vote of a majority of the voting power of the shares present in person or represented by proxy entitled to vote and voting on such proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal 4: Re-Appointment of Independent Auditors. The ratification of the appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm requires the “FOR’’ vote of a majority of the voting power of the shares present in person or represented by proxy entitled to vote and voting on such proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

If your shares are held by a broker, you must instruct your broker how to vote for Proposals 1, 2 and 3. If you have not instructed the broker how to vote, your shares will not be voted with respect to Proposals 1, 2 and 3, however, your broker does have the discretionary authority to vote your shares on Proposal 4.

Important Notice Regarding Proxy Materials for the Annual Meeting to be held on

May 28, 2024 at 9:00 a.m. (Eastern Time) / 4:00 p.m. (Israel Time)

via the internet at www.virtualshareholdermeeting.com/TBLA2024

The proxy statement and annual report to shareholders are available at:

www.proxyvote.com

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Corporate Governance at Taboola

OVERVIEW

Taboola is committed to effective corporate governance and independent oversight by our Board. Our programs and policies are informed by engagement with our shareholders as well as a guiding principle that the Board is accountable for representing the best interests of our shareholders, accomplished primarily through independence, diversity of experience and engagement with shareholders and other key constituents. The information set forth below is as of March 31, 2024.

Board Composition Highlights

SHAREHOLDER ENGAGEMENT

We believe that effective corporate governance includes regular, constructive conversations with our shareholders, and we value our shareholders’ continued feedback and opinions. All feedback is reviewed and considered as appropriate for the Company’s strategy, business growth and maturity stage. We are committed to maintaining an active dialogue to understand the priorities and concerns of our shareholders on a variety of topics, including business strategy, executive compensation and corporate governance. Maintaining an active dialogue with our shareholders is consistent with our corporate values of open communication and accountability and we intend to continue these efforts in the future.

BOARD OF DIRECTORS COMPOSITION

The Nominating and Governance Committee, with input from the Board, is responsible for nominating directors for election each year and evaluating the need for new director candidates as appropriate. This assessment includes an evaluation of each director nominee’s skills and experience, and independence, as well as consideration of diverse perspectives and experiences, and other characteristics, such as race/ethnicity, gender and nationality, in the context of the needs of the Board.

Director Independence

Our Board has undertaken a review of the independence of each director who served during 2023. Based on information provided by each non-employee director concerning their background, employment and affiliations, our Board determined that all of our non-employee directors (except for Monica Mijaleski) meet the categorical standards for independence under the applicable rules and regulations of the SEC and satisfy the qualifications for independence under the Nasdaq Global Market (“Nasdaq”) listing standards.

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In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of Taboola securities by each such non-employee director or affiliated entities, and their involvement in any transactions described under the heading “Related Party Transactions.”

Director Nominee Qualifications, Diversity and Skills

We believe that our Board should have a variety of qualifications, skill sets and experience that, when taken as a whole, best serve the Company and our shareholders. We recognize the importance of diversity with regard to the composition of the Board and seek to have a Board that consists of members with a diversity of experience, perspectives and viewpoints, including diversity with respect to gender, race, ethnicity and nationality.

Identifying Director Nominees

In connection with nominating directors for election each year and evaluating the need for new director candidates as appropriate, including skill sets, diversity and specific business background, the Nominating and Governance Committee, with input from the entire Board and management, focuses on the Board’s capabilities and functioning as a whole. The Board expects all directors and director nominees to possess the following attributes or characteristics:

•	The highest personal and professional ethics and integrity;

•	Proven achievement and competence in their respective field and the ability to exercise sound business judgment;

•	Skills that are complementary to those of the existing Board;

•	The ability and commitment to attend Board and committee meetings and to invest sufficient time and energy in monitoring management’s conduct of the business and compliance with Taboola’s operating and administrative procedures; and

•	An understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities.

DIVERSITY OF THE BOARD OF DIRECTORS

Board Diversity Matrix (as of December 31, 2023)

TOTAL NUMBER OF DIRECTORS	9
	Female	Male
PART I: GENDER IDENTITY
Directors	3	6
PART II: DEMOGRAPHIC BACKGROUND
Asian	1	0
White	2	6

To see our Board Diversity Matrix as of December 31, 2022, please see our proxy statement filed with the SEC on April 25, 2023.

BOARD OF DIRECTORS LEADERSHIP STRUCTURE

Our Board periodically evaluates our leadership structure and combination or separation of the Chief Executive Officer and Chair of the Board roles is driven by our needs at any point in time. As a result, no policy exists requiring combination or separation of these leadership roles and our governing documents do not mandate a particular structure. This approach has allowed our Board the flexibility to establish the most appropriate structure for the Board at any given time.

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At this time, our Board believes that having an independent Chair provides strong independent leadership and oversight for our Company and our Board. The separation of the Chair and CEO positions allows our independent Chair to focus on the governance of our Board, Board meeting agenda planning, the recruitment of new directors and Board committee responsibilities. Furthermore, this structure allows our CEO to focus his attention on the business and execution of the Company’s strategy. The Company believes that the Board’s current leadership structure supports the risk oversight function of the Board.

The chair of our Nominating and Governance Committee oversees the annual Board and Committee self-evaluation process. In 2023, the Nominating and Governance Committee chair conducted one-on-one meetings with each director and discussed a variety of Board and committee-specific topics, including the effectiveness of the Board and its committees and their respective chairpersons, the effectiveness of the Board and committee meetings and their relationships with management, the appropriateness of their roles and responsibilities, and areas for possible improvement. The responses were reviewed, compiled and discussed by the directors at the board level. The Nominating and Governance Committee is responsible for establishing the Board and committee evaluation process each year and may determine to use an independent third-party evaluation process from time to time in the future.

BOARD OF DIRECTORS’ ROLE IN RISK OVERSIGHT

Our Board oversees the risk management activities designed and implemented by our management team and also considers specific risk topics, including risks associated with our strategic initiatives, cybersecurity, business plans and capital structure. The Board executes its oversight responsibilities both directly and through its committees. Our management, including our executive officers, is primarily responsible for managing the risks associated with the operation and business of the Company and reports periodically to the Board and the Audit Committee on risk management activities, including cybersecurity. Our Board has delegated to the Audit Committee oversight of its risk management process, and our other Board committees also consider risks related to the performance of their respective committee responsibilities. All committees report to the Board regularly and as frequently as appropriate, including when a matter rises to the level of a material or enterprise risk.

MEETINGS OF THE BOARD OF DIRECTORS AND ANNUAL MEETING OF SHAREHOLDERS

During 2023, the Board held 7 meetings, and each of the incumbent directors attended at least 75% of the total of all meetings of the Board and committees on which the director served during his or her service as a director during the year.

Although Taboola does not have a formal policy regarding attendance of directors at the annual meeting of shareholders, all directors are encouraged to attend. Mr. Singolda and Mses. Bigley, Clarizio and Mijaleski attended the 2023 annual meeting of shareholders.

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COMMITTEES OF THE BOARD OF DIRECTORS

The Board has the following committees to assist it in carrying out its responsibilities, and each operates under a written charter, a copy of which is available under the “Corporate Governance” section in the “Investor Relations” portion of our website at www.taboola.com. The charter for each committee, which establishes its roles and responsibilities and governs its procedures, is to be reviewed annually with any changes subject to Board approval.

AUDIT COMMITTEE
Current Membership: Richard Scanlon (Chair); Deirdre Bigley; Zvi Limon; Gilad Shany Meetings Held: 5	Primary Responsibilities:
	(i)	retaining and, if so determined, terminating our independent auditors, subject to ratification by the Board, and in the case of retention, subject to ratification by the shareholders;
	(ii)	pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms;
	(iii)	overseeing the accounting and financial reporting processes of our Company;
	(iv)	managing audits of our financial statements;
	(v)	preparing all reports as may be required of an audit committee under the rules and regulations promulgated under the Securities Exchange Act of 1934 (“Exchange Act”);
	(vi)	reviewing with management and our independent auditor our annual and quarterly financial statements prior to publication, filing, or submission to the SEC;
	(vii)	recommending to the Board the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Israeli Companies Law, 5759-1999, or the Companies Law, as well as approving the yearly or periodic work plan proposed by the internal auditor;
	(viii)	reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that may have a material impact on the financial statements;
	(ix)	identifying irregularities in our business administration, inter alia, by consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the Board;
	(x)	reviewing policies and procedures with respect to transactions (other than transactions related to compensation or terms of services) between the Company and officers and directors, affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law; and
	(xi)	establishing procedures for handling employee complaints relating to the management of our business and the protection to be provided to such employees.
	All members meet the independence requirements of the listing standards of Nasdaq and the rules and regulations of the SEC. Each member of the Audit Committee meets the financial literacy requirements of the current listing standards. In addition, the Board has determined that Richard Scanlon is an Audit Committee financial expert (as defined by SEC rules).

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; reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers; 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;
	(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; and
	(v)	establishing, approving and administering policies with respect to the recovery or “clawback” of incentive-based compensation in accordance with SEC, Companies Law and applicable national securities exchange listing standard requirements.
	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;
	(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; and
	(iv)	overseeing the Company’s strategies, policies, and practices relating to environmental, social and governance matters.
	All members meet the independence requirements of the listing standards of Nasdaq.

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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 guide the Company in achieving its strategic and operational goals, and promoting long-term shareholder value. The Compensation Policy is periodically reviewed under the combined leadership of the Compensation Committee and Board to ensure that it continues to satisfy the Board’s overall compensation objectives and philosophy. The Compensation Committee and Board are aided in their review by an independent compensation consultant, Pearl Meyer, which provides compensation benchmarking and consultation services.

For 2023, each of the Company’s non-employee directors received the following cash compensation, which is paid in quarterly installments: (i) annual Board retainer of $35,000 (or $110,000 for the chairperson); (ii) $10,000 per membership of the Audit Committee (or $20,000 for the chairperson); (iii) $7,500 per membership of the Compensation Committee (or $15,000 for the chairperson); (iv) and $3,000 per membership of the Nominating and Governance Committee or any other Board Committee (or $7,500 for the chairperson).

In addition, upon election or appointment, non-employee directors will be granted a restricted share unit award under our equity incentive plan at a value of $360,000, which will vest over a period of one year, and thereafter, provided the director is still in office, an annual restricted share unit award of $180,000, which will vest over a period of one year.

Director Share Ownership Guidelines

To further align the interests of our non-employee directors with the Company’s shareholders, the Board adopted and the shareholders approved share ownership guidelines, or Director Guidelines, for our non-employee directors. Pursuant to the Director Guidelines, all non-employee directors are expected to own shares in the Company with an aggregate value equal to four times their annual cash Board retainer fee, excluding any additional cash retainers for committee service on the latter of the fourth anniversary of: (i) the adoption of the Director Guidelines or (ii) the non-employee director's initial election to the Board. The following equity holdings qualify toward satisfaction of the Director Guidelines:

(i)	held directly or indirectly by the director including shares held in joint accounts;

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(ii)	held by a trust of which the director is a trustee or a primary beneficiary; and

(iii)

the receipt of which were deferred under any Company approved deferred compensation plan or arrangement for non-employee directors, so long as such shares are vested.

Unexercised options to purchase Ordinary shares of the Company do not count toward the Guidelines.

The level of ownership is calculated on March 27, 2024, the same date used for the Security Ownership of Certain Beneficial Owners and Management Table below, and by reference to the closing price of our Ordinary shares on Nasdaq on that date. As of March 27, 2024, each non-employee director exceeded their Director Guidelines of four times their annual cash Board retainer fee.

2023 Director Compensation

The following table summarizes compensation paid to our non-employee directors during the year ended December 31, 2023. Directors who are also our employees receive no additional compensation for their service as a director. During the year ended December 31, 2023, Mr. Singolda, Taboola’s Founder and CEO, was an employee. Mr. Singolda’s compensation is discussed in the “Executive Compensation” section beginning on page 21.

Name	Fees earned or paid in cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
Deirdre Bigley⁽¹⁾	45,000	180,000	225,000
Lynda Clarizio⁽¹⁾	42,500	180,000	222,500
Zvi Limon⁽¹⁾	127,500	180,000	307,500
Nechemia J. Peres⁽¹⁾	45,500	180,000	225,500
Rick Scanlon⁽¹⁾	55,000	180,000	235,000
Erez Shachar⁽¹⁾	53,000	180,000	233,000
Gilad Shany⁽¹⁾⁽²⁾	48,000	180,000	228,000
Monica Mijaleski	35,000	360,000	395,000

(1)	As of December 31, 2023, each of these non-employee directors had 51,370 unvested RSUs which will vest 100% on July 1, 2024, subject to their continuous Board service through the vesting date.

(2)	As of December 31, 2023, Mr. Shany had 59,211 vested RSUs. The RSUs will not convert to Ordinary shares until the satisfaction of an additional time-based settlement condition to occur in August 2024. The settlement is not conditioned on Mr. Shany’s continuous service through the settlement date.

RELATED PARTY TRANSACTIONS

Related Party Transaction Policy

Our policy is that any transactions with related parties must be on terms that, on the whole, are no less favorable to Taboola than those that are available from unaffiliated third parties.

The Companies Law requires that an office holder promptly disclose to the board of directors any personal interest and all related material information known to such office holder concerning any existing or proposed transaction with the company. A personal interest includes an interest of any person in an act or transaction of a company, including a personal interest of one’s relative or of a corporate body in which such person or a relative of such person is a 5% or greater shareholder, director, or general manager or in which such person has the right to appoint at least one director or the general manager, but excluding a personal interest stemming solely from one’s ownership of shares in the company. A personal interest includes the personal interest of a person for whom the office holder holds a voting proxy or the personal interest of the office holder with respect to the officer holder’s vote on behalf of a person for whom he or she holds a proxy even if such shareholder has no personal interest in the matter.

If it is determined that an office holder has a personal interest in a non-extraordinary transaction (meaning any transaction that is in the ordinary course of business, on market terms or that is not likely to have a material impact on the company’s profitability, assets

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or liabilities), approval by the board of directors is required for the transaction unless the company’s articles of association provide for a different method of approval. Any such transaction that is adverse to the company’s interests may not be approved by the board of directors.

Approval first by the company’s audit committee and subsequently by the board of directors is required for an extraordinary transaction (meaning any transaction that is not in the ordinary course of business, not on market terms or that is likely to have a material impact on the company’s profitability, assets or liabilities) in which an office holder has a personal interest.

A director and any other office holder who has a personal interest in a transaction which is considered at a meeting of the board of directors or the audit committee may generally (unless it is with respect to a transaction which is not an extraordinary transaction) not be present at such a meeting or vote on that matter unless a majority of the directors or members of the audit committee, as applicable, have a personal interest in the matter. If a majority of the members of the audit committee or the board of directors have a personal interest in the matter, then all of the directors may participate in deliberations of the audit committee or board of directors, as applicable, with respect to such transaction and vote on the approval thereof and, in such case, shareholder approval is also required.

Under the Companies Law, in addition to the approval of the Board, the approval of the Audit Committee or the Compensation Committee (as the case may be), and in some cases, the shareholders of the Company is required to effect specified actions and transactions with office holders and controlling shareholders and their relatives, or in which they have a personal interest. The term “controlling shareholder” means any shareholder with the ability to direct the activities of the company, other than by virtue of being an office holder. A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right to appoint 50% or more of the directors of the company or its chief executive officer. For the purpose of approving transactions with controlling shareholders, the term “controlling shareholder” also includes any shareholder that holds 25% or more of the voting rights of the company if no other shareholder holds more than 50% of the voting rights in the company. For purposes of determining the holding percentage stated above, two or more shareholders who have a personal interest in a transaction that is brought for the company’s approval are deemed as joint holders.

As of the date of this Proxy Statement, we do not have a controlling shareholder as defined under the Companies Law.

Related Party Transactions (US dollars in thousands)

The Company is a party to certain transaction-related agreements with Yahoo, pursuant to which the Company issued 39,525,691 Ordinary shares and 45,198,702 Non-voting Ordinary shares to Yahoo, and granted Yahoo the right to appoint one representative to the Company’s board of directors, resulting in Yahoo becoming a principal shareholder effective the transaction closing on January 17, 2023. See Note 1b of Notes to the Consolidated Financial Statements in the 2023 Annual Report on Form 10-K.

The Company and its affiliates are parties to several agreements in the ordinary course of business with Yahoo and its affiliates. In connection with these agreements, for the year ended December 31, 2023, the Company recorded revenues from Yahoo in the amount of $40,902. In addition, the Company recorded traffic acquisition costs related to Yahoo for the year ended December 31, 2023, in the amount of $45,183. Traffic acquisition costs noted herein are unaffiliated with the Yahoo revenues recorded for this period.

As of December 31, 2023, in regards to Yahoo, the Company’s balances of trade receivables were $12,297, and its balances of trade payables were $38,657, associated with the revenues presented on a gross and net basis.

The Company and Yahoo, pursuant to the Omnibus Agreement entered into on November 28, 2022, each agreed to pay certain expenses in connection with the transaction and each party agreed to reimburse the other for some or all of these expenses. Under these arrangements, the Company recognized $3,650, of expenses, net for the year ended December 31, 2023.

HUMAN CAPITAL

We strive to create a diverse, inclusive and ambitious environment where every employee can discover and unleash their potential to achieve individual and collective success. Our employees are our most valuable asset.

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Employees

On December 31, 2023, we had approximately 1,900 employees, the majority of which have been employed by Taboola for over two years (including service periods of persons employed by Connexity prior to Taboola’s acquisition of Connexity). We have approximately 500 employees working in research and development, with an average tenure of four years.

As of December 31, 2023, our employees are not covered by a collective bargaining agreement, except as required by law under arrangements in France, Spain, and Brazil, covering a total of approximately 80 employees. We have never experienced a general strike or similar work stoppage.

Transparency

The ability to be transparent and share and discuss our business challenges and opportunities openly and broadly with all our employees is important to our success. We promote an open dialogue with our employees through all-hands meetings, usually twice a month, which include Q&A sessions with senior leadership. We conduct annual and topic-specific employee feedback surveys which consistently receive 80% or higher response rate. Survey results are shared publicly with our managers and employees. We continue to adjust our investment in human capital based on the feedback from our employees.

Talent Acquisition and Development

We are focused on recruiting and retaining talented employees across the organization, with a particular focus on unique talent in algorithms, product, customer relationship management and many other areas that are critical to our success. We continue to invest to hire and retain top talent in all of our offices, and provide competitive compensation for our employees and a range of flexible benefits, including an industry-leading parental leave policy. We have been consistently recognized by Dun & Bradstreet as a top high-tech company to work for in Israel and in 2023 were recognized by UK Campaigns as a 100 Best Places to Work and by Built In as one of the 100 best large companies to work for in all four of our major U.S. offices: New York, Los Angeles, Chicago and Atlanta. Our strong external reputation led to a quarterly average of over 20,000 candidates applying to work at Taboola in 2023. For new hires, we developed an onboarding program tailored towards their roles and responsibilities. On an ongoing basis, we invest in training and development programs that help our employees achieve their career goals, build management skills and lead their organizations. We have two formal career feedback discussions per year where managers and their employees discuss progress and feedback for each other. We believe in developing and promoting top talent from within: in 2023, approximately 15% of our employees were offered an opportunity for career advancement within the company.

Performance and Alignment

We seek to implement a “pay for performance” culture that we believe drives superior results. We invest in our workforce by offering competitive salaries, incentives, and benefits. We align the interests of our employees with those of Taboola through a broad-based equity award program, generally with a four-year vesting schedule. Typically, employee bonus plans are based on both personal and company goals.

Wellness and Diversity

In 2020, we launched a global taskforce that is focused on promoting wellness and diversity within our organization. The task force works with our senior management team to address global wellness and diversity topics and develop relevant initiatives to ensure we continue to build a culture where every employee feels valued, seen, and heard. We continue to have a mechanism for employees to anonymously voice concerns.

Throughout 2023, we continued to see the results of our initiatives. With respect to finding top diverse talent, we began by assessing our current workforce demographics by region and business unit, and established goals and guidelines in efforts of diversifying our recruitment funnel at the first assessment stage. We committed to wellness and diversity in recruiting by starting a Diverse Interview Slate Campaign to promote diversity in the interview process and reduce biases, which led to hiring more women managers in technical roles. We further invested in strategic partnerships with employment platforms that provide us multi-pronged access to highly skilled underrepresented talent, who may not currently be on our platform, such as Built-In, Ivy Research Council, and Jopwell. As a result, in 2023, we saw that 45% of our new hires were women and 16% of those women were hired into technical positions.

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Within the organization, in 2023 we increased the number of Employee Resource Groups from seven to nine, and each has an annual budget to sponsor programming and events. We also have a mentorship program connecting Black, Indigenous and People of Color (BIPOC) talent to senior leaders. We continue to have a number of global and region-specific initiatives held to promote a culture of inclusion and belonging - such as, workshops, panels, networking events and communities for various interest groups. We also partner with Gold Enterprises to create robust programming for our multi-year wellness and diversity training plan.

We are committed to building a long-term plan that will help foster a community that is diverse and inclusive, both internally and externally.

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Proposal 1:

Re-election of Class III Directors

Our Board currently has nine directors and is divided into three classes with staggered three-year terms as follows:

•	the Class I directors are Deirdre Bigley, Lynda Clarizio and Erez Shachar, and their terms will expire at our annual meeting of shareholders to be held in 2025;

•	the Class II directors are Nechemia J. Peres, Richard Scanlon and Gilad Shany, and their terms will expire at the annual meeting of shareholders to be held in 2026; and

•	the Class III directors are Zvi Limon, Monica Mijaleski and Adam Singolda, and their terms will expire at the Annual Meeting.

At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class will be for a term of office that expires on the date of the third annual general meeting following such election or re-election.

At the Annual Meeting, shareholders will be asked to re-elect Zvi Limon, Monica Mijaleski and Adam Singolda.

If re-elected at the Annual Meeting, each of Zvi Limon, Monica Mijaleski and Adam Singolda will serve until the 2027 annual general meeting of our shareholders, and until their successor has been duly elected and qualified, or until their office is vacated in accordance with our Articles of Association or the Companies Law.

In accordance with the Companies Law, each of Zvi Limon, Monica Mijaleski and Adam Singolda has certified to us that they meet all the requirements of the Companies Law for election as a director of a public company, and possesses the necessary qualifications and has sufficient time to fulfill their duties as a director of the Company, taking into account the size and special needs of the Company.

During 2023, each Class III director attended 75% or more of total meetings of the Board and committees on which he or she served during 2023.

The Nominating and Governance Committee of our Board recommended that each of Zvi Limon, Monica Mijaleski and Adam Singolda be re-elected at the Meeting as a Class III director for a term to expire at the 2027 annual general meeting of our shareholders, and until their successor has been duly elected and qualified, or until their office is vacated in accordance with our Articles of Association or the Companies Law. Our Board approved this recommendation.

The Board of Directors unanimously recommends that you vote FOR each of the nominees for director.

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CLASS III DIRECTOR NOMINEES (NOMINATED FOR TERM EXPIRING 2027)

Zvi Limon Independent Chairman of the Board	General Partner and Co-Founder, Magma Venture Partners \| Age:65 \| Director since: 2007 \| Committees: Audit Committee; Compensation Committee Mr. Limon has served on Taboola’s Board since 2007 and served as its Chairman since 2018. Mr. Limon is a General Partner and co-founder of Magma Venture Partners. He has been an active investor in public and private technology companies in Israel and abroad since 1990. Prior to that, Mr. Limon was a management consultant at Bain & Co. in London and Shaldor Ltd. in Israel. He is also an experienced board member of various public and private companies. Mr. Limon holds an M.B.A degree from the INSEAD Business School and a B.A. in Business Administration and Economics from Bar Ilan University.
	Mr. Limon brings extensive experience to our Board, due to his years of providing strategic and investment advisory services to companies and his deep understanding of our company from his years of service on our Board.

Monica Mijaleski Not Independent	Chief Financial Officer, Yahoo! \| Age: 48 \| Director since: 2023 \| Committees: None Ms. Mijaleski has served on Taboola’s Board since January 2023. Ms. Mijaleski currently serves as Yahoo’s Chief Financial Officer, a position she has held since September 2021. In this role she oversees all finance operations for Yahoo’s global business, including Controllership, FP&A, Treasury, Procurement, Internal Audit, Yield and Pricing, Real Estate and Research & Analytics. Prior to joining Yahoo, Ms. Mijaleski served as Group Chief Financial Officer of Verizon Media from February 2020 to September 2021 and as Vice President of Finance Media Brands and Business Development from May 2019 to February 2020. During the period from July 2016 to April 2019, Ms. Mijaleski served as News Corp’s Senior Vice President, Head of FP&A, Management Reporting and Financial Systems. Prior to joining News Corp in December 2015 as Vice President of Financial Planning Analysis, she began her career in 2005 at Sony Music holding roles of increasing responsibility. Ms. Mijaleski is a Certified Public Account and received her Masters in Professional Accounting at MacQuarie University in Sydney, Australia, and her Bachelor of Science (Biomedical Sciences) at University of Technology in Sydney, Australia.
	Ms. Mijaleski’s experience leading the finance function of a global organization and significant experience in corporate finance and financial reporting acquired through senior executive roles provides the Board with a valuable understanding and perspective on corporate finance matters.

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Adam Singolda Not Independent	Founder and CEO, Taboola.com Ltd. \| Age: 42 \| Director since: 2007 \| Committees: None Mr. Singolda has been the Chief Executive Officer, as well as a director, of Taboola since it began operations in 2007. He also serves as a member of the board of directors of K Health, the healthcare startup he co-founded in 2016. Prior to that Mr. Singolda studied Computer Science at The Open University of Israel and spent 6½ years serving in an advanced cyber technology unit of the Israel Defense Forces, serving as a research and development engineer and manager. He graduated IDF officers’ academy with honors.
Adam Singolda Not Independent	Mr. Singolda’s experience as the founder and Chief Executive Officer of Taboola makes him exceptionally well qualified to serve on our Board.

CLASS I DIRECTORS (TERM EXPIRES 2025)

Deirdre Bigley Independent	Retired Chief Marketing Officer, Bloomberg L.P. \| Age: 59 \| Director since: 2021 \| Committees: Audit Committee Ms. Bigley has served on Taboola’s Board since April 2021. Ms. Bigley joined Bloomberg, L.P., a global business and financial information and news leader, in 2009 and served as the Chief Marketing Officer from 2013 to 2021. Prior to joining Bloomberg, L.P., Ms. Bigley spent thirteen years at International Business Machines Corporation (IBM), serving in several capacities, including Vice President of Worldwide Advertising and Interactive, and Vice President of Worldwide Brand. Ms. Bigley serves on the boards of directors of: Shutterstock, Inc. (NYSE: SSTK) a global supplier of commercial imagery, video and music since May 2016; Wix.com Ltd. (Nasdaq: WIX), a cloud based development platform, since November 2017; and Sportradar Group AG (Nasdaq: SRAD), a sports betting and sports entertainment company, since April, 2021. Ms. Bigley holds a B.A. in English from West Chester University.
Deirdre Bigley Independent	Ms. Bigley’s extensive marketing leadership experience, together with her corporate background, enable her to advise our Board on key strategic and operational issues.

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Lynda Clarizio Independent	Retired President of U.S. Media, Nielsen Holdings plc \| Age: 63 \| Director since: 2021 \| Committees: Nominating and Governance Committee (Chair) Ms. Clarizio has served on Taboola’s Board since April 2021. Ms. Clarizio has over 20 years of experience in the media industry growing and scaling businesses with a focus on data and technology. She currently is the Co-Founder and General Partner of The 98, an early stage venture fund investing in tech-enabled businesses led by women. Ms. Clarizio previously served as President of U.S. Media at Nielsen Holdings plc, a global measurement and data analytics company, where she worked from 2013 to 2018. From 2012 to 2013 she served as Executive Vice President, Corporate Development and Operations of AppNexus, Inc., a programmatic advertising platform. From 2009 to 2012, Ms. Clarizio served as Chief Executive Officer and President of InVision, Inc., a provider of multi-platform advertising solutions. From 1999 to 2009, she held a variety of executive positions with AOL Inc., a media technology company, including President of Platform-A (AOL’s global advertising business) and President of Advertising.com (an AOL subsidiary). Prior to joining AOL, Ms. Clarizio was a partner in the Washington, DC law firm Arnold & Porter, where she practiced law from 1987 through 1999. Ms. Clarizio is a member of the boards of directors of CDW Corporation, Intertek Group plc, Emerald Holding, Inc., Simpli.fi Holdings, Cambri and Human Rights First. She is a graduate of Princeton University, where she earned an A.B., and of Harvard Law School, where she earned a J.D.
	Ms. Clarizio’s extensive media and data analytics industry leadership experience, together with her corporate development and legal background, enable her to advise our Board on key strategic and operational issues.

Erez Shachar Independent	Co-founder and Managing Partner, Qumra Capital Management Ltd \| Age: 60 \| Director since: 2007 \| Committees: Compensation Committee (Chair); Nominating and Governance Committee Mr. Shachar has served on Taboola’s Board since 2007. Mr. Shachar is the co-founder and managing partner of Qumra Capital Management Ltd., a venture capital firm founded in 2014. Since 2004, Mr. Shachar has also served as managing partner of Evergreen Venture Partners Ltd., a venture capital firm, focusing on investment opportunities in technology companies. Mr. Shachar has served as a member of the board of directors of Fiverr, Varonis Systems, Peer 39, Traiana Inc., Identify, Itemfield Inc., eGlue Business Technologies Inc., and Aduva Inc. Also, as of December 31, 2021, Mr. Shachar serves as a member of the board of directors of Riskified Ltd. (NYSE: RSKD) and several private companies, including Talkspace. Prior to his Venture Capital career, Mr. Shachar was the Chief Executive Officer of Nur Macroprinters, (Nasdaq: NURM) which was acquired by HP. Mr. Shachar holds a B.S. degree in Math and Computer Science from Tel Aviv University and an M.B.A. from the INSEAD Business School.
	Mr. Shachar brings to our Board, due to his extensive experience providing strategic and investment advisory services to companies, his understanding of our company acquired during his years of service on our Board, and his experience as a board of directors member of various public and private companies.

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CLASS II DIRECTORS (TERM EXPIRES 2026)

Nechemia J. Peres Independent	Managing General Partner and Co-Founder, Pitango Venture Capital \| Age: 65 \| Director since: 2013 \| Committees: Compensation Committee; Nominating and Governance Committee Mr. Peres has served on Taboola’s Board since 2013. Mr. Peres is the managing general partner and co-founder of Pitango Venture Capital, Israel’s largest venture capital group, since its inception in 1996. Mr. Peres serves on the boards of directors of numerous Pitango portfolio companies. Mr. Peres also founded the Mofet Israel Technology Fund in 1992, one of Israel’s first venture capital funds. Mr. Peres is chairman of the Peres Center for Peace and Innovation. He co-founded and chaired the Israel Venture Association (IATI—Israel Advanced Technology Industries) and he chaired the Israel America Chamber of Commerce from 2008 to 2011. He received a Bachelor of Science in industrial engineering and management and an M.B.A. degree from Tel Aviv University.
	Mr. Peres’ extensive experience providing strategic and investment advisory services to companies, his understanding of our company acquired during his years of service on our Board, and his experience as a board member of various public and private companies brings value to our Board.

Richard Scanlon Independent	Founding Partner, Marker LLC \| Age: 54 \| Director since: 2018 \| Committee: Audit Committee (Chair) Mr. Scanlon has served on Taboola’s Board since 2018 and has been an investor in Taboola since 2011. He is a founding partner of Innovation Endeavors which merged with Marker LLC in 2017, a New York and Israel-based venture capital firm he founded in 2011. At Marker LLC, Mr. Scanlon invested in a number of industry leading high-growth technology companies including Yext, Datorama, Dynamic Yield, Yotpo, Team8, Overwolf, Tufin, and Taboola. Prior to founding Marker LLC, Mr. Scanlon was a managing partner at Crescent Point, a Singapore-based venture and private equity firm he co-founded in 2003. Earlier in his career, Mr. Scanlon was an investment banker at Morgan Stanley and Credit Suisse. He earned a B.A. degree from Middlebury College, where he is currently a member of the Middlebury College Board of Trustees.
	Mr. Scanlon’s extensive experience providing strategic and investment advisory services to companies, his understanding of our company acquired during his years of service on our Board, and his experience as a board of directors member of various public and private companies make him a valuable asset to our Board.

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Gilad Shany Independent	Managing Partner, ION Crossover Partners Ltd. \| Age: 47 \| Director since: 2021 \| Committees: Audit Committee; Nominating and Governance Committee Mr. Shany has served on Taboola’s Board since June 2021. In 2018, Mr. Shany co-founded ION Crossover Partners Ltd., an Israeli-based crossover fund, where he currently serves as the Managing Partner. Prior to co-founding ION Crossover Partners, Mr. Shany served as General Partner of Magma Venture Partners. He previously served as Vice President of Baron Capital, where he gained over 10 years of experience investing in innovative growth companies in public and private markets. He led investments with various international companies, including Tesla Inc. (Nasdaq: TSLA), Mobileye NV (acquired by Intel $15.3BN), Mellanox Technologies (acquired by NVIDIA $6.9BN), Varonis Systems Inc. (Nasdaq: VRNS), Fiverr (NYSE: FVRR) and Monday.com (Nasdaq: MNDY), among others. Prior to that Mr. Shany spent 14 years with the Israel Air Force and served as Head of Aerial Defense in the Israel Air Force from 2007 to 2008. Mr. Shany holds a B.S. degree in Physics, Astronomy, and Philosophy from Tel Aviv University in Israel and an M.B.A from the Wharton School at the University of Pennsylvania.
	Mr. Shany’s extensive experience as an executive and investor, together with his educational background, make him a valuable asset to our Board.

PROPOSAL

It is proposed that the following resolutions be adopted at the Meeting:

(a)

RESOLVED, that the re-election of Zvi Limon as a Class III director of the Company, for a term of approximately three years that expires at the third annual general meeting of shareholders to be held following his re-election, and until the due election and qualification of his successor, be, and hereby is, approved in all respects.

(b)

RESOLVED, that the re-election of Monica Mijaleski as a Class III director of the Company, for a term of approximately three years that expires at the third annual general meeting of shareholders to be held following her re-election, and until the due election and qualification of her successor, be, and hereby is, approved in all respects.

(c)

RESOLVED, that the re-election of Adam Singolda as a Class III director of the Company, for a term of approximately three years that expires at the third annual general meeting of shareholders to be held following his re-election, and until the due election and qualification of his successor, be, and hereby is, approved in all respects.

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Executive Compensation

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion & Analysis, or CD&A, explains our executive compensation program for our named executive officers, or NEOs, listed below. This CD&A also describes the Compensation Committee’s process for making pay decisions, as well as its rationale for specific decisions related to the year ended December 31, 2023.

NAME	AGE	POSITION
Adam Singolda	42	Founder and Chief Executive Officer
Stephen Walker	54	Chief Financial Officer
Eldad Maniv	55	President and Chief Operating Officer
Lior Golan	53	Chief Technology Officer
Kristy Sundjaja	46	Chief People Officer

Executive Summary

We operate in the highly competitive advertising technology industry. To succeed in this environment, we must attract and retain high performing and experienced individuals, including executive officers with strong leadership skills who can run our business functions and achieve results that meet our clients’ needs and shareholders’ expectations. We have designed our executive compensation program to accomplish our goals in this highly competitive area for top talent, while at the same time fostering a “pay for performance” environment that aligns the long-term interests of our executive officers with the interests of our shareholders.

2023 Compensation Highlights

Our executive compensation program has three primary elements: base salary, annual short-term cash incentives, and long-term equity incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on long-term sustainable shareholder value creation. In addition, from time-to-time special bonuses may be awarded to incentivize other specific objectives or to recognize specific accomplishments. Below are key highlights of the executive compensation decisions the Compensation Committee made with respect to target direct compensation for fiscal year 2023:

•	Base salaries: None of the NEOs received base salary increases in 2023. See “Base Salaries” in this CD&A for details.

•	Annual short-term cash incentives: In 2023, Adjusted EBITDA exceeded the target performance goal, and ex-TAC Gross Profit did not meet the target performance goal, resulting in an overall award payout of 103%. See “Annual Short-Term Incentive Compensation” in this CD&A for details.

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Annual long-term incentive compensation: For 2023, all long-term equity incentive awards were made as Time-Based Restricted Share Units (“RSUs”), consistent with market practice for companies of our size and maturity in our sector, that vest in equal quarterly installments over a four-year period. See “Long-Term Incentive Compensation” in this CD&A for details.

•	To recognize the completion of the Yahoo partnership, the Committee approved a one-time closing cash bonus and a one-time special long-term performance-based cash award to certain of our NEOs.

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One-time Transaction Closing Cash Bonus: Cash bonuses were approved by the Committee in the amount of $400,000 each to Messrs. Singolda, Walker and Maniv. Messrs. Maniv and Walker received their awards in January 2023, upon the closing of the Yahoo partnership. Mr. Singolda received his award in June 2023 following required shareholder approval at the Company’s 2023 annual meeting of shareholders.

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Long-Term Performance-based Cash Award: To hold certain key executive officers accountable for executing on the Yahoo partnership and to align to the long-term interests of our shareholders, a one-time long-term performance-based cash award (“Performance Bonuses”) was granted that is earned based on the achievement of a predetermined full-year 2024 target for the Company’s adjusted free cash flow per share (“Target”). The Performance Bonuses are not payable if the Company achieves less than 75% of the Target. If the Company meets or exceeds 75% of the Target, the Performance Bonus is payable at the same percentage as the Target achievement up to 100% of the target and an accelerated rate of 125% of the achievement above 100%, subject to a cap of 150%. The Committee chose adjusted free cash flow per share because it is intended to place focus and accountability on driving Yahoo partnership results. The grant of the Performance Bonuses required shareholder approval that was obtained at the Company’s 2023 annual meeting of shareholders. See below for amounts payable based on achievement of 100% of Target for each executive officer that was granted a Performance Bonus.

	Name			Award based on 100% Achievement of Target ($)
	Adam Singolda			2,800,000
	Stephen Walker			1,900,000
	Eldad Maniv			2,050,000
	Lior Golan			800,000

Executive Compensation Policies and Practices

Our executive compensation program is designed to be heavily weighted towards compensating our executive officers based on our financial performance and may also be based on other strategic or operational goals. To that end, we have implemented executive compensation policies and practices that reinforce our pay for performance philosophy and align with sound governance principles. Our policy also includes measures designed to reduce the executive officer’s incentives to take excessive risks that may harm the Company in the long-term, such as limits on the value of cash bonuses and equity-based compensation, limitations on the ratio between the variable and the total compensation of an executive officer, and minimum vesting periods for equity-based compensation. Currently, the following compensation policies and practices are in place:

				Base a significant portion of executive compensation opportunity on financial performance and long-term value creation						Maintain an anti-hedging and anti-pledging policy
				Set annual incentive targets for our executive officers based on objective performance measures						Offer equity and cash compensation to our executive officers which we believe incentivizes them to deliver both short-term and long-term shareholder value
				Maintain a forfeiture and clawback policy that complies with recently adopted SEC rules						Mitigate dilution by use of a net issuance mechanism for certain executives and our share buyback program
				Maintain a majority independent Board						Maintain an independent compensation committee which engages an independent compensation advisor
				Maintain entirely independent Board committees						Cap short-term performance-based cash bonus payments
				Emphasize pay-for-performance – meaning the earning of annual bonuses are subject to the attainment of objective performance measurements						Regularly review the executive compensation and peer group data

What Guides Our Program

Compensation Philosophy and Objectives

Our executive compensation program is designed to attract, motivate and incentivize superior individual excellence and retain the key executives who drive our success. This section provides an overview of our executive compensation philosophy and objectives, and each component of our executive compensation program.

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Our Philosophy

Our executive compensation program is designed to build long-term value for our shareholders and stakeholders by driving employee engagement and retention. Our goal is to align our executive pay with the success of our business. We do this by providing competitive base salaries and delivering the majority of compensation through pay elements that are designed to deliver short-term and long-term value creation for our shareholders as well as foster a culture of ownership. Our focus on pay for performance ensures that a significant portion of an executive’s total compensation is variable (“at risk”) and dependent upon the attainment of certain specific and measurable financial business objectives.

Our Objectives

Taboola’s executive compensation program for NEOs and other executive officers aims to:

•	Attract, motivate and retain highly qualified executives who possess the skills and leadership necessary to grow our business;

•	Reward our executives for achieving or exceeding our financial performance and other strategic and operational goals;

•	Align the long-term interests of our executives with those of our shareholders;

•	Reflect our long-term corporate strategy; and

•	Achieve the preceding goals in a manner aligned with sound risk management and our corporate values.

Elements of Annual Compensation

The annual compensation arrangements for our NEOs include base salary, short-term incentive compensation in the form of cash incentive awards and long-term compensation in the form of equity awards. We have historically emphasized the use of equity to provide long-term incentives for our NEOs, to focus on the growth of our overall enterprise value and, correspondingly, to create sustainable value for our shareholders.

We also provide our employees, including our NEOs and other executives, with comprehensive employee benefit programs such as medical, dental and vision insurance, a 401(k) plan, life and disability insurance, flexible spending accounts, and other plans and programs made available to eligible employees.

Our Compensation Committee regularly evaluates our compensation philosophy and the components of our compensation program to ensure that they are effectively driving the Company’s strategic objectives and promoting strong performance while remaining market competitive.

The Decision-Making Process

Role of the Compensation Committee

The Compensation Committee is primarily responsible for establishing, approving and adjusting compensation arrangements for our senior executives, including the Chief Executive Officer and our other NEOs, and for reviewing and approving corporate goals and objectives relevant to these compensation arrangements, evaluating executive performance and considering factors related to the performance of the Company, including accomplishment of the Company’s long-term business and financial goals. The Compensation Committee is currently comprised of three independent, non-employee members of the Board.

The Compensation Committee works closely with its independent consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”), and senior executives to examine the effectiveness of the Company’s executive compensation program throughout the year.

Compensation decisions for our NEOs are made by the Compensation Committee and the Board, with input from Pearl Meyer, as well as from our Chief Executive Officer, Chief Operating Officer and Chief People Officer (except with respect to their own compensation). The Compensation Committee reviews the cash and equity compensation of our NEOs with the goal of ensuring that our executive officers are properly incentivized and makes adjustments as it determines to be appropriate.

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The Compensation Committee considers compensation data from our peer group as one of several factors that inform its judgment of appropriate parameters for target compensation levels. The Compensation Committee will also consider other factors in determining compensation including those set forth below, and may pay above, at, or below compensation paid by members of the peer group:

•	The performance and experience of each NEO;

•	The scope and strategic impact of the NEO’s responsibilities;

•	Our past business performance and future expectations;

•	Our long-term goals and strategies;

•	The difficulty and cost of replacing high-performing leaders with in-demand skills; and

•	The relative compensation among our NEOs

The Compensation Committee works with members of our management team, as appropriate, in reviewing executive compensation. Typically, our Chief Executive Officer and management team assist the Compensation Committee by providing information on corporate and individual performance and its perspectives and recommendations on compensation matters. Our Chief Executive Officer makes recommendations to the Compensation Committee regarding compensation matters, including the compensation of our other NEOs, but excluding his own. While the Compensation Committee solicits and reviews our Chief Executive Officer’s recommendations and proposals with respect to compensation-related matters, it uses these recommendations and proposals as one of many factors in making compensation decisions, and those decisions do not necessarily follow the Chief Executive Officer’s recommendations.

Role of the Compensation Consultant

The Compensation Committee has the authority to retain the services of external advisors, including compensation consultants, legal counsel and other advisors, from time to time, as it sees fit, in connection with carrying out its duties. In 2023, the Compensation Committee continued to engage Pearl Meyer to assist us in executing our executive compensation strategy and guiding principles, assessing the current target total direct compensation opportunities of our executive officers, including comparing them against competitive market practices, developing a compensation peer group and advising on potential executive compensation decisions for 2024.

Pearl Meyer does not provide any services to us other than the services provided to the Compensation Committee. Our Compensation Committee has assessed the independence of Pearl Meyer taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the Nasdaq listing standards, and has concluded that no conflict of interest exists with respect to the work that Pearl Meyer performs for the Compensation Committee.

Peer Group Considerations

The Compensation Committee reviews market data of companies that we believe are comparable to us. With Pearl Meyer’s assistance, the Compensation Committee determined our peer group for 2023 based on several factors, including industry classification, company size based on revenue and market capitalization, and other qualitative and business-related factors. Each year, the Compensation Committee examines our compensation peer group to ensure that it continues to reflect these factors, and will make adjustments as it determines to be appropriate.

Our peer group for 2023 compensation decisions consisted of 15 companies within the adtech and broader technology sectors. The Compensation Committee believes this mix of companies best reflects the combined nature of our business. The Compensation Committee referred to compensation data from this peer group when making 2023 base salary, short-term incentive award and equity award decisions for our NEOs. The following is a list of the public companies that comprised our 2023 peer group that at the time of review had median revenues of approximately $557 million and a median enterprise value, in the case of public companies, of approximately $1.5 billion.

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2023 Peer Group

Wix.com Ltd.	New Relic, Inc.	Five9, Inc.	Zeta Global Holdings Corp.
Digital Turbine, Inc.	Perion Network Ltd.	QuinStreet, Inc.	Yext, Inc.
DoubleVerify Holdings, Inc.	Integral Ad Science Holding Corp.	Magnite, Inc.	Outbrain, Inc.
JFrog, Ltd.	Tremor International Ltd.	Pubmatic, Inc.

2024 Peer Group

In preparation for determining compensation in 2024, the Compensation Committee re-evaluated the 2023 peer group in consultation with Pearl Meyer. The Compensation Committee, among other considerations, evaluated the potential impacts of the Yahoo partnership and competition for employees. Following their review, the Compensation Committee determined that the following 17 companies constituted the appropriate peer group for executive compensation purposes in 2024.

Wix.com Ltd.	New Relic, Inc. (taken private in July 2023)	Five9, Inc.	Zeta Global Holdings Corp.
Digital Turbine, Inc.	Perion Network Ltd.	QuinStreet, Inc.	Yext, Inc.
DoubleVerify Holdings, Inc.	Integral Ad Science Holding Corp.	Magnite, Inc.	Outbrain, Inc.
JFrog, Ltd.	Tremor International Ltd.	Pubmatic, Inc.	Monday.com Ltd.
Fiverr International Ltd.

2023 Compensation

Base Salaries

We pay base salaries to our NEOs to compensate them for their services and provide regular income. The salaries typically reflect each NEO’s experience, leadership skills and scope of responsibilities, although competitive market conditions also play a role in setting salary levels. The salaries of our NEOs are reviewed on an annual basis by our Compensation Committee with input from our Chief Executive Officer (other than with respect to his own salary, which is reviewed and determined by the Compensation Committee and the Board) and in consultation with Pearl Meyer. Base salaries are adjusted, as deemed appropriate, to maintain competitive pay positioning, reflect changes in responsibilities and other factors. After conducting its annual review for 2023 base salaries, and considering among other things, peer group data and relative compensation for the other NEOs, the Compensation Committee and Board determined that there would be no base salary increase in 2023 for the NEOs. The table below shows the 2023 and 2022 annual base salaries of our NEOs set by the Compensation Committee.

Name	2023 Base Salary ($)	2022 Base Salary ($)	Increase YoY (%)
Adam Singolda	590,000	590,000	0
Stephen Walker	465,000	465,000	0
Eldad Maniv	461,800	461,800	0
Lior Golan	461,800	461,800	0
Kristy Sundjaja	360,000	360,000	0

Annual Short-Term Incentive Compensation

Our annual short-term cash incentive compensation plan offers a cash bonus opportunity, representing a significant portion of each NEO’s base cash compensation, for the achievement of fixed financial goals for the Company. A target annual bonus opportunity, expressed as a percentage of an NEO’s base salary rate at year-end, is established annually by the Committee. The table below shows the 2023 target annual cash bonus opportunities for each of the NEOs.

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Name	Target Bonus Opportunity (as % of Salary)⁽¹⁾	Amount in Dollars ($)
Adam Singolda	93	550,000
Stephen Walker	65	302,000
Eldad Maniv	76	350,000
Lior Golan	76	350,000
Kristy Sundjaja	55	198,000

(1)	Percentages rounded to the nearest whole percent.

2023 Performance Measures

The annual short-term cash incentive compensation program pays out to participants based on levels of performance against financial metrics established by the Committee for each NEO. For 2023, bonus payouts were calculated as follows:

•	70% based on achievement of an Adjusted EBITDA performance metric; and

•	30% based on achievement of an ex-TAC Gross Profit performance metric.

The Committee determined that a plan focused on Adjusted EBITDA and ex-TAC Gross Profit was appropriate because it provides a reliable indicator of both our strategic growth and the strength of our overall financial results.

The following table details the bonus payout percentage associated with a corresponding performance level against the Adjusted EBITDA and ex-TAC Gross Profit targets for our NEOs. The payout percentage for performance is payable at the same percentage as the target achievement up to 100% of the target and interpolated between target and maximum as shown below, subject to a cap of 150%.

Performance Level	Adjusted EBITDA Performance % of Target	Adjusted EBITDA ($ in millions)	Payout (% of Target)
Below Threshold	<=60	<=57	0
Target	100	95	100
Maximum	120	114	150

Performance Level	Ex-TAC Performance % of Target	Ex-TAC ($ in millions)	Payout (% of Target)
Below Threshold	<=60	<=337.2	0
Target	100	562	100
Maximum	120	674.4	150

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The following table sets forth our actual payout percentage achieved with respect to each performance metric applicable to our NEOs and illustrates the calculation of the annual cash incentive awards payable to our NEOs under the 2023 bonus program in light of these performance results.

				Adjusted EBITDA (70%)		Ex-TAC Gross Profit (30%)
NEO	2023 Base Salary Rate ($)	Target Bonus (%)	Target Bonus Amount ($)	2023 Target Achieved (%)	Payout (%)	2023 Target Achieved (%)	Payout (%)	Overall Payout (%)	2023 Bonus Payout ($)
Adam Singolda	590,000	93%	550,000	104%	110%	95%	88%	103%	568,700
Stephen Walker	465,000	65%	302,000	104%	110%	95%	88%	103%	312,268
Eldad Maniv	461,800	76%	350,000	104%	110%	95%

SEC Form DEF 14A filed by Taboola.com Ltd.