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 2025 Annual General Meeting of Shareholders of Taboola.com Ltd. to be held on June 4, 2025 at 9:00 a.m. (Eastern time) / 4:00 p.m. (Israel time) online via live audio webcast at www.virtualshareholdermeeting.com/TBLA2025.

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 14, 2025 (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, please carefully review the enclosed proxy statement together with the annual report that accompanies it and then cast your vote. We urge you to vote regardless of the number of shares you hold. To be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

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 2025 Annual General Meeting of Shareholders

To be Held on June 4, 2025

Date and Time

June 4, 2025 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.virtualshareholdermeeting.com/TBLA2025

Record Date

The Board has fixed the close of

business on April 14, 2025, 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 one Class I director;
	2			To approve an advisory proposal on executive compensation;
	3			To approve an amendment to compensation terms for our Chief Executive Officer (and Director); 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, 2025.


	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, 2024.

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 plan to attend or vote at the virtual meeting via www.virtualshareholdermeeting.com/TBLA2025, please enter the 16 digit control number included in your Notice of Internet Availability of Proxy Materials (“Notice”) or in your proxy card, or if (you have already received proxy materials) by following the voting instructions that accompanied them.

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/TBLA2025. To access the list of registered holders, which will become available on or about May 5, 2025, and throughout the meeting, shareholders should email Taboola Investor Relations at investors@taboola.com.

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Voting by Proxy

The Company uses the Securities and Exchange Commission (“SEC”) rule permitting companies to furnish proxy materials to their shareholders via the Internet. In accordance with this rule, on or about April [ ], 2025, we sent to shareholders of record at the close of business on April 14, 2025, a Notice of Internet Availability of Proxy Materials, or the Notice. The Notice includes instructions on how to access our 2025 Proxy Statement and 2024 Annual Report online, and how to vote online for the Annual Meeting. If you received a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/TBLA2025, you must enter the control number found on your proxy card, voting instruction form or Notice you previously received. At the virtual meeting site, you may follow the instructions to vote and ask questions before or during the Annual Meeting. If you hold your shares through a broker, your shares will not be voted unless (i) you provide voting instructions or (ii) the matter is one for which brokers have discretionary authority to vote. Of the matters to be voted on at the Annual Meeting, the only one for which brokers have discretionary authority to vote is Proposal 4, the reappointment of the independent registered public accounting firm.

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			12
Human Capital			13
Proposal 1: Re-election of Director			15
Executive Compensation			21
Compensation Discussion and Analysis			21
Additional Executive Compensation Information			31
Compensation Committee Report			31
Compensation Committee Interlocks and Insider Participation			31
2024 Summary Compensation Table			31
Grants of Plan-Based Awards			32
Outstanding Equity Awards at Fiscal Year End			33

Taboola i 2025 Proxy Statement

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Taboola ii 2025 Proxy Statement

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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 2024 Annual Report on Form 10-K (“2024 Annual Report”). Our 2024 Annual Report 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 2024 Annual Report 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 one Class I director.
	2			To approve an advisory proposal on executive compensation.
	3			To approve an amendment to compensation terms for our Chief Executive Officer (and Director).
	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, 2025.

In addition, shareholders will be requested to consider at Taboola.com Ltd.’s, or the Company or Taboola, 2025 Annual General Meeting of Shareholders, or Annual Meeting, the Company’s audited consolidated financial statements for the year ended December 31, 2024.

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.

Taboola 1 2025 Proxy Statement

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About Taboola

Taboola empowers businesses to grow through performance advertising technology that goes beyond search and social and delivers measurable outcomes at scale. Taboola helps businesses grow by placing ads on publisher sites, mobile apps, and devices, which we collectively refer to as digital properties. We operate outside of the major search and social media walled gardens such as Meta, Google, and Amazon. Thousands of advertisers, merchants, affiliate networks and their respective brands and agencies, who we collectively refer to as “Advertisers,” trust us to drive growth, while approximately 11,000 digital property partners, including NBCNews, Disney, Yahoo, and Apple, rely on us for monetization and audience growth. Our scale is meaningful - we reach approximately 600 million people a day, gaining real-time insight into what people read and buy. This gives us unique “pulse of the internet” data - which alongside our artificial intelligence (AI) - is our competitive advantage and helps our advertiser clients achieve exceptional returns on their advertising spend.

Taboola began operations in 2007 and our technology provides significant value to both digital property partners and Advertisers. 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. We also provide a meaningful monetization opportunity to digital properties by matching relevant advertising to their audience in real time. 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 to leverage our proprietary AI-powered performance advertising platform to reach targeted audiences utilizing effective 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 performance AI engine. 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 performance AI engine was built to address a technology challenge of significant complexity: predicting which content, both advertisements and editorial, 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. We are the only independent performance platform that goes beyond search and social, and delivers outcomes at scale for advertisers, leveraging our unique supply, 1st-party data and AI technology.

Business Overview

In February 2025, the Company announced a new focus beyond native advertising, a powerful new technology platform called Realize, and opened Realize for all advertisers.

Taboola has been a market leader in native advertising for more than a decade, driving success for advertisers, primarily in “bottom-of-article” placements. Taboola is now extending beyond this legacy with the introduction of Realize, a platform that specializes in performance outcomes at scale beyond search and social.

Realize leverages our unique data, performance AI and an increasingly diverse range of inventory and creative formats to achieve performance objectives

Taboola 2 2025 Proxy Statement

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Consolidated Financial Performance

(dollars in millions)


	2024 ($)	2023 ($)
Revenue	1,766.2	1,439.7
Gross Profit	534.2	425.6
ex-TAC Gross Profit*	667.5	535.8
Net Income (loss)	(3.8)	(82.0)
Adjusted EBITDA*	200.9	98.7
Non-GAAP Net Income*	122.4	32.6

*	See “Non-GAAP Financial Measures” beginning on page 23 of the 2024 Annual Report for reconciliations of non-GAAP financial measures to the comparable GAAP measures.

Board of Directors

The table below presents information on the Class I nominee for director of the Company and each of the continuing directors who are not being voted on at the Annual Meeting. Mr. Shachar is a current director of the Company and the Company believes he possesses the qualifications to serve as a member of our Board. The information set forth below is as of March 31, 2025.


Name and Principal Occupation	Class	Age	Current Committee Membership	Director Since	Current Term Expires	Nominated for Term Expiring
Class I Director Nominee
Erez Shachar Co-founder and Managing Partner, Qumra Capital Management Ltd.	I	61	Compensation; Nominating and Governance	2007	2025	2028
Continuing Directors
Nechemia J. Peres Managing General Partner and Co-Founder, Pitango Venture Capital	II	66	Compensation; Nominating and Governance	2013	2026
Richard Scanlon Founding Partner, Marker LLC	II	55	Audit	2018	2026
Gilad Shany Managing Partner, ION Crossover Partners Ltd.	II	48	Audit; Nominating and Governance	2021	2026
Zvi Limon General Partner and Co-Founder, Magma Venture Partners	III	66	Audit; Compensation	2007	2027
Monica Mijaleski Chief Financial Officer, Yahoo!	III	49	None	2023	2027
Adam Singolda Founder and CEO, Taboola.com Ltd.	III	43	None	2007	2027

Taboola 3 2025 Proxy Statement

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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 SEC rules						Mitigate dilution by use of our share buyback program and a net issuance mechanism for certain executives
				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 2024 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	Cash	One-time, performance-based cash award was granted in January 2023 to certain key executives to ensure accountability for the Yahoo partnership and align with shareholder interests based upon achieving a predefined 2024 Adjusted Free Cash Flow Per Share target
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, consistent with applicable laws and regulations, 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.

Taboola 4 2025 Proxy Statement

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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.

Proposal 1: Re-election of One Class I Director. The 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. If the nominee receives more votes cast “FOR” their election than “AGAINST” they will be elected as a Class I director to serve until the 2028 Annual General Meeting of Shareholders and until their successor is 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: Amendment to Compensation Terms for our Chief Executive Officer (and Director). The approval of the amendment to compensation terms for our Chief Executive Officer (and Director) 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

June 4, 2025 at 9:00 a.m. (Eastern Time) / 4:00 p.m. (Israel Time)

via the internet at www.virtualshareholdermeeting.com/TBLA2025

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

www.proxyvote.com

Taboola 5 2025 Proxy Statement

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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, 2025.

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 2024. 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 Select Market (“Nasdaq”) listing standards.

Taboola 6 2025 Proxy Statement

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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 in compliance with applicable laws and regulations.

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, 2024)


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, 2023, please see our proxy statement filed with the SEC on April 23, 2024.

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.

Taboola 7 2025 Proxy Statement

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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 2024, 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. 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 2024, the Board held 5 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 2024 annual meeting of shareholders.

Taboola 8 2025 Proxy Statement

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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: 4	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, Nasdaq rules or other applicable rules or regulations; 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: 6	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 Nasdaq rules.
	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.

Taboola 9 2025 Proxy Statement

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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 as shown below. The Corporate Secretary will review and forward appropriate correspondence to the Chairman or the most relevant 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 & Partners, LLC (“Pearl Meyer”), which provides compensation benchmarking and consultation services.

For the first six months of 2024, 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).

Following shareholder approval in May 2024, each of the non-employee directors received the following cash compensation for the third and fourth quarters of 2024 which is paid in quarterly installments: (i) annual Board retainer of $40,000 (or $140,000 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 $4,000 per membership of the Nominating and Governance Committee or any other Board Committee (or $8,000 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 $190,000, which will vest over a period of one year.

Taboola 10 2025 Proxy Statement

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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;

(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 as of March 27, 2025, 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, 2025, each non-employee director exceeded their Director Guidelines of four times their annual cash Board retainer fee.

2024 Director Compensation

The following table summarizes compensation paid to our non-employee directors during the year ended December 31, 2024. Directors who are also our employees receive no additional compensation for their service as a director. During the year ended December 31, 2024, 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 ($)⁽¹⁾	Stock Awards ($)⁽²⁾	Total ($)
Deirdre Bigley	47,500	190,000	237,500
Lynda Clarizio	45,250	190,000	235,250
Zvi Limon	142,750	190,000	332,750
Monica Mijaleski	37,500	190,000	227,500
Nechemia J. Peres	48,750	190,000	238,750
Rick Scanlon	57,500	190,000	247,500
Erez Shachar	56,000	190,000	246,000
Gilad Shany⁽³⁾	51,000	190,000	241,000

(1)	The fees paid include the increase in certain elements to non-employee director compensation approved at the 2024 annual meeting of shareholders. See “Non-Employee Director Compensation” above for further information.

(2)	As of December 31, 2024, each non-employee director had 59,172 unvested RSUs which will vest 100% on May 1, 2025, subject to their continuous Board service through the vesting date.

(3)	As of December 31, 2024, Mr. Shany had 51,370 vested RSUs. The RSUs will not convert to Ordinary shares until the satisfaction of an additional time-based settlement condition to occur in August 2025. The settlement is not conditioned on Mr. Shany’s continuous service through the settlement date.

Taboola 11 2025 Proxy Statement

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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 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, except per share amounts)

The Company is or was 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 granting 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.

Taboola 12 2025 Proxy Statement

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In June 2024, the Company repurchased 988,296 of the Non-voting Ordinary shares at a price of $4.07 per share, based on the terms stipulated in the agreement, for an aggregate purchase price of $4,022 as part of the Company’s share buyback program.

The Company and its affiliates are parties to several agreements in the ordinary course of business with Yahoo and its affiliates. Revenues from the related party are derived from Yahoo’s advertiser spend on the Company’s network, for which Yahoo is the billing entity. Traffic acquisition cost to the related party is compensation for placing Taboola’s platform on Yahoo’s digital property. In connection with these agreements, for the year ended December 31, 2024 the Company recorded revenues from Yahoo in the amount of $233,640 which represented approximately 13% of the Company’s total revenue. In addition, the Company recorded traffic acquisition costs related to Yahoo for the year ended December 31, 2024 in the amount of $275,539. Certain traffic acquisition costs for the years ended December 31, 2024, noted herein, are unaffiliated with the Yahoo revenues recorded for this period.

As of December 31, 2024, in regards to Yahoo, the Company’s balances of trade receivables was $76,677 which represented approximately 21% of the Company’s trade receivables and its balances of trade payables was $68,556 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 expenses, net of $1,441 for the year ended December 31, 2024.

On February 24, 2025, the Company and Yahoo entered into a Share Repurchase Agreement (“Repurchase Agreement”). In accordance with the Repurchase Agreement, the Company may conduct weekly repurchases of Yahoo's Non-voting Ordinary shares at a purchase price determined by a market based pricing formula as specified in the Repurchase Agreement. The maximum amount of Non-voting Ordinary shares that may be repurchased each week under the original Repurchase Agreement was 25% of the applicable allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934. The Repurchase Agreement terminates upon the earlier of: (i) the Company obtaining regulatory approval permitting Yahoo’s equity ownership in the Company to exceed 25%; (ii) the Company determining, as specified in the Repurchase Agreement, that no such approval is required; or (ii) December 31, 2025. On March 14, 2025 the Company and Yahoo corrected the Repurchase Agreement to modify the number shares the Company may repurchase each week from 25% to up to 1/3rd of the weekly applicable allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934. The prior agreement limited the amount of shares the Company could repurchase in the open market. The correction enables the Company to repurchase up to the maximum allowable Rule 10b-18 limit while keeping Yahoo’s ownership of Taboola’s outstanding shares from reaching 25% or more. Under the Repurchase Agreement, through April 18, 2025, the Company has purchased a total of [ ] Non-voting Ordinary shares for an aggregate purchase price of [ ].

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, in compliance with applicable laws and regulations. Our employees are our most valuable asset.

Employees

On December 31, 2024, we had approximately 2,000 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, 2024, 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 90 employees. We have never experienced a general strike or similar work stoppage.

Taboola 13 2025 Proxy Statement

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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 are proud to have been consistently recognized as a top employer across the globe. In 2024, we received our first-ever Great Place to Work awards in APAC, with wins across Thailand, Taiwan, and India. This success extended to the U.S. where we earned a Great Place to Work award and were named a Best Workplace in Marketing & Advertising by Fortune, as well as one of the 100 best large companies to work for by Built In in our major offices across New York, Los Angeles, Chicago and Atlanta. We were also named a Best Place to Work by UK's Campaign and a top high-tech company in Israel by Dun & Bradstreet. Our strong external reputation led to a quarterly average of over 25,000 candidates applying to work at Taboola in 2024. 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 2024, 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 2024, we continued to see the results of our initiatives. With respect to finding top diverse talent, we continued assessing our current workforce demographics by region and business unit, and measured our goals and guidelines in efforts of diversifying our recruitment funnel at the first assessment stage. We are committed to wellness and diversi


Option Exercises and Stock Vested			34
Severance and Potential Payments Upon Change in Control			34
CEO Pay Ratio			35
Pay versus Performance			36
Security Ownership of Certain Beneficial Owners and Management			40
Delinquent Section 16(a) Reports			42
Proposal 2: Approval of Advisory Proposal on Executive Compensation			43
Proposal 3: Approval of An Amendment to Compensation Terms for our Chief Executive Officer (and Director)			44
Audit Committee Matters			46
Audit Committee Pre-Approval Policies and Procedures			46
Audit and Non-Audit Fees			46
Report of the Audit Committee			47
Proposal 4: Re-Appointment of Independent Auditors			48
General Information About the Annual Meeting			49
Questions and Answers About Voting			49