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Definitive Proxy Statement

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Revenue increased 32% year over year to $1,015.6 million for the year ended December 31, 2021, compared to $767.1 million for the year ended December 31, 2020.

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Gross profit increased 46% year over year to $240.3 million, compared to $165.1 million for the year ended December 31, 2020.

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Ex-TAC gross profit¹ increased 40% year over year to $272.1 million, compared to $194.3 million for the year ended December 31, 2020.

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Net income² of $11.0 million, compared to $4.4 million in the prior year.

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Adjusted net income¹ of $45.5 million, compared to $13.2 million in the prior year.

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Adjusted EBITDA¹ more than doubled to $88.9 million from $41.1 million in the prior year.

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Generated $56.8 million of net cash from operating activities and $36.7 million of free cash flow¹.

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During the third quarter of 2021, we raised $160 million in gross proceeds from our IPO and $200 million aggregate principal amount from the sale of private notes, which were exchanged for $236 million of convertible notes upon the IPO.

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To elect each of Jonathan (Yoni) Cheifetz and Kathryn (Kate) Taneyhill Jhaveri, as Class I members of the Board of Directors, each to serve for a three-year term until the Company's 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified;

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To ratify the appointment of KPMG LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2022; and

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To act upon any other matters that may properly come before the 2022 Annual Meeting or any adjournment or postponement thereof.

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Vote over the Internet, by going to www.proxyvote.com and following the online instructions (have your Notice or proxy card in hand when you access the website);

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Vote by Telephone, by calling the toll-free number 1-800-690-6903 (have your Notice or proxy card in hand when you call);

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Vote by Mail, if you requested and received a printed copy of the proxy materials, by completing, signing and dating the proxy card provided to you and returning it in the prepaid envelope provided to you; or

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Vote at the Annual Meeting, see “How do I vote my shares at the virtual meeting” in the attached Proxy Statement.

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By Internet. You may vote by proxy via the Internet at www.proxyvote.com and following the online instructions. You will need your Notice or proxy card in hand at the time that you access the website.

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By Telephone. If you live in the United States or Canada, you may vote by proxy by calling toll-free 1-800-690-6903. You will need your Notice or proxy card in hand at the time that you call.

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By Mail. If you requested and received a printed copy of the proxy materials, you may complete and mail your proxy card in the postage prepaid envelope you received, and return the proxy card to Broadridge Financial Solutions Inc. at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy will be voted in accordance with your instructions. If you sign and return the enclosed proxy but do not specify how you want your shares voted, they will be voted “FOR” the election of each of the Class I director nominees and “FOR” the ratification of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022.

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At the Meeting. If you plan to attend and to vote at the Annual Meeting, see “How do I vote my shares at the virtual meeting?” below.

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upon commencement of service on the Board, an RSU award under our Long-Term Incentive Plan (LTIP) at a value of $250,000, vesting over a period of three years on a quarterly basis;

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an annual RSU award of $175,000, which vests over a period of three years on a quarterly basis;

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an annual $40,000 cash retainer, with an additional $80,000 cash retainer payable to the Board Chairman;

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an annual $10,000 cash retainer payable to audit committee members, with an additional $10,000 cash retainer payable to the audit committee chairman;

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an annual $7,500 cash retainer payable to compensation committee members, with an additional $7,500 cash retainer payable to the compensation committee chairman; and

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an annual $3,000 cash retainer payable to nominating and corporate governance committee members, with an additional $3,500 cash retainer payable to the nominating and corporate governance committee chairman.

(1)

The director compensation program described above commenced in connection with our IPO effective in July 2021. Ms. Taneyhill Jhaveri’s compensation is further prorated because she joined the Board in August 2021.

(2)

Represents the aggregate grant date fair value of stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). A discussion of the assumptions used in calculating the fair value of such awards may be found in Note 9 to our 2021 audited financial statements included in our Annual Report on Form 10-K filed with the SEC

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Nominating and Corporate Governance – 1 meeting

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Compensation Committee – 1 meeting

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Audit Committee – 5 meetings

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appointing, compensating and overseeing the work of our independent auditors, including resolving any disagreements between management and the independent registered public accounting firm regarding financial reporting;

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approving engagements of the independent registered public accounting firm to render any audit or permissible non-audit services;

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reviewing the qualifications and independence of the independent registered public accounting firm;

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reviewing our financial statements and related disclosures and reviewing our critical accounting policies and practices;

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reviewing the adequacy and effectiveness of our internal control over financial reporting;

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establishing procedures for the receipt, retention and treatment of accounting and auditing related complaints and concerns;

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reviewing and discussing with management and our independent auditors our guidelines and policies with respect to compliance, risk assessment and risk management;

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preparing the Audit Committee report required by the SEC rules to be included in our annual proxy statement; and

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reviewing and discussing with management and the independent registered public accounting firm the results of our annual audit, our quarterly financial statements and our publicly filed financial reports.

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reviewing and recommending policies, plans and programs relating to the compensation and benefits of our directors, officers and employees;

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reviewing and approving compensation and the corporate goals and objectives relevant to the compensation of our Co-Chief Executive Officers;

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reviewing and approving compensation and corporate goals and objectives relevant to compensation for executive officers other than our Co-Chief Executive Officers;

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evaluating the performance of our Co-Chief Executive Officers and other executive officers in light of established goals and objectives; and

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administering our equity compensation plans for our employees and directors.

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evaluating and making recommendations regarding the organization and governance of our Board of Directors and its committees;

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assessing the performance of board members and making recommendations regarding committee and chair assignments and the composition and size of our Board of Directors and its committees;

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recommending desired qualifications for Board and committee membership and conducting searches for potential members of our Board of Directors;

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reviewing and making recommendations with regard to our corporate governance guidelines and compliance with laws and regulations;

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reviewing succession planning for our executive officers and evaluating potential successors; and

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reviewing and approving any conflicts of interest of our directors and corporate officers.

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Attract, retain and motivate superior executive talent;

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Provide incentives that award the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; and

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Align executive interests with those of stockholders through short-term and long-term incentives linked to performance.

(a)

In 2021, Mr. Galai, Mr. Kostman and Ms. Garofalo each received a transaction bonus in connection with the completion of the IPO in the amounts of $600,000, $1,200,000 and $400,000, respectively. In 2020, Ms. Garofalo earned and was paid a special bonus with respect to a potential transaction that did not materialize and in consideration of modifications to her 2014 employment agreement, including to eliminate certain required severance benefits.

(b)

No restricted stock unit (“RSU”) or other stock awards were granted to our named executive officers in 2021. For 2020, these amounts represent the aggregate grant date fair value of RSU awards granted in 2020 as computed in accordance with ASC 718. A discussion of our methodology for determining grant date fair value may be found in Note 9 to our audited consolidated financial statements for the year ended December 31, 2021 included in our Annual Report on Form 10-K filed with the SEC on March 18, 2022 (“2021 Form 10-K”). The grant date fair value for time-based RSUs granted following our IPO is computed in accordance with ASC 718 and is based on the closing price of the Company’s common stock on the grant date. The vesting terms of the RSUs are described below in “Outstanding Equity Awards at Fiscal Year-End.”

(c)

No option awards were granted to our named executive officers in 2021. For 2020, these amounts represent the aggregate grant date fair value of option awards granted in 2020 as computed in accordance with ASC 718 using the Black-Scholes option pricing model. A discussion of the assumptions used to determine grant date fair value may be found in Note 9 to our audited consolidated financial statements for the year ended December 31, 2021 included in our 2021 Form 10-K. The vesting terms of the options are described below in “Outstanding Equity Awards at Fiscal Year-End.”

(d)

For 2021, represents payouts under our 2021 annual bonus program, paid in early 2022, as described below under “Narrative Disclosure to the Summary Compensation Table – Bonus and Non-Equity Incentive Plan Compensation.” For 2020, represents payouts under our 2020 annual bonus program, paid in early 2021, of $515,775 for each of Mr. Galai and Mr. Kostman and $651,350 for Ms. Garofalo. For Mr. Kostman, also represents a portion of his conditional long-term cash incentive plan provided for in his 2017 employment agreement from 2017 through the end of 2021. This incentive plan was terminated as of December 31, 2020, and amounts earned and accrued from 2017 through 2020 were subsequently paid in full. The amount reported in the table reflects the portion of the overall amount that was earned under this long-term cash incentive plan for 2020.

(e)

All other compensation includes the amount contributed to our tax qualified 401(k) plan as Company matching contributions. Our 401(k) plan is available to all U.S. employees.

(1)

RSUs were subject to both a performance-based vesting condition contingent upon an exit event, as well as service-based vesting conditions. The performance-based vesting condition was achieved upon the completion of the Company’s IPO in July 2021. The RSU awards remain subject to the original service-based vesting conditions as described in the below footnotes.

(2)

Fair market value of our common stock used to determine the value of the awards listed in the table is $14.00, our closing market price on December 31, 2021.

(3)

Represents 147,059 options granted to Mr. Galai and 220,588 options granted to Mr. Kostman on December 24, 2020, of which 110,303 and 165,454, respectively, remain unvested. Such options vest in equal monthly installments over 48 months.

(4)

Represents RSUs that remain unvested of the 58,824 originally granted on December 24, 2020. Such RSUs vest quarterly in equal increments over 16 quarters.

(5)

Represents RSUs that remain unvested of the 88,235 originally granted on December 24, 2020. Such RSUs vest quarterly in equal increments over 16 quarters.

(6)

Represents RSUs that remain unvested of the 97,059 originally granted on June 5, 2018. Such RSUs vest quarterly in equal increments over 16 quarters.

(7)

Represents 125,000 options granted on December 24, 2020, 93,765 of which remain unvested. Such options vest in equal monthly installments over 48 months. However, as described in “Employment Agreements” above, if Ms. Garofalo remains employed through June 30, 2022, she shall become vested in 75% of the then-unvested options on June 30, 2022, and she shall continue to vest in the remaining options pursuant to the original vesting schedule.

(8)

Represents RSUs that remain unvested of the 44,118 originally granted on December 24, 2020. Such RSUs vest quarterly in equal increments over 16 quarters. However, as described in “Employment Agreements” above, if Ms. Garofalo remains employed through June 30, 2022, she shall become vested in 75% of the then-unvested RSUs on June 30, 2022, and she shall continue to vest in the remaining RSUs pursuant to the original vesting schedule.

(1)

Includes 1,848,142 RSUs and 3,482,900 stock options (which includes 3,390 stock appreciation rights) outstanding under our 2007 Omnibus Securities and Incentive Plan as of December 31, 2021. As of December 31, 2021, no awards had yet been granted under our 2021 Long-Term Incentive Plan and there have been no deferrals under our Employee Stock Purchase Plan.

(2)

Reflects the weighted average exercise price of outstanding stock options and stock appreciation rights reported in column (a). No exercise price is attributable to outstanding RSUs.

(3)

Includes 171,516 shares remaining available for issuance under our 2007 Omnibus Securities and Incentive Plan, 5,050,000 shares remaining available for issuance under our 2021 Long-Term Incentive Plan, and 1,263,000 shares remaining available for issuance under our Employee Stock Purchase Plan as of December 31, 2021. The 2021 Long-Term Incentive Plan and Employee Stock Purchase Plan each have an evergreen provision whereby, unless the Board determines otherwise, on January 1 of each year, the share reserve is increased automatically by 5% and 1%, respectively, of the total number of shares outstanding as of December 31^st.

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each of our named executive officers;

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each of our directors;

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all of our directors and executive officers as a group; and

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each person known by us to be the beneficial owner of more than 5% of the outstanding shares of our common stock.

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Represents beneficial ownership of less than 1% of the applicable class of our outstanding capital stock.

(1)

As reported on Schedule 13G filed with the SEC and dated February 14, 2022, consists of 6,345,789 shares held by Viola Ventures III, L.P., or Viola Ventures. Viola Ventures GP 3 Ltd., or Viola, is the general partner of Viola Ventures (together with Viola, the “Viola Entities”). Viola Ventures possesses sole voting and dispositive power over these shares. Viola, together with Shlomo Dovrat, a member of our board of directors, Harel Beit-On and Avi Zeevi, as directors of Viola, share voting and dispositive power with respect to the shares held by Viola Ventures. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein. The business address of each of the Viola Entities is 12 Abba Eban Avenue, Herzliya 4672530, Israel.

(2)

As reported on Schedule 13G filed with the SEC and dated February 14, 2022, consists of 6,306,314 shares held by LSVP VII Trust (“LSVP VII”). Lightspeed Trustee VII, LLC (“Lightspeed Trustee”) is the liquidating trustee of LSVP VII. LSVP VII and Lightspeed Trustee, share voting and dispositive power over these shares. Barry Eggers, Ravi Mhatre and Peter Nieh, as members of Lightspeed

(3)

As reported on Schedule 13G filed with the SEC and dated February 7, 2022, consists of (i) 3,897,152 shares held by Gemini Israel IV Limited Partnership (Gemini LP), (ii) 950,658 shares held by Gemini Israel IV (Annex Fund) Limited Partnership (Gemini LP Annex), (iii) 4,847,810 shares held by Gemini Capital Associates IV L.P. (Gemini Associates LP), (iv) 4,847,810 shares held by Gemini Capital Associates IV GP Ltd. (Gemini Associates GP), (v) 39,365 shares held by Gemini Partners Investors IV L.P. (Gemini Partners), (vi) 34,588 shares held by Gemini Partners Investors IV (Annex Fund) L.P. (Gemini Partners Annex), (vii) 73,953 shares held by Gemini Israel Funds IV Ltd. (Gemini Israel), (viii) 4,921,763 shares held by Menashe Ezra (Ezra), and (ix) 4,921,763 shares held by Yoseph (Yossi) Sela, who was a member of our Board of Directors until his resignation in November 2021. Gemini Associates GP is the general partner of Gemini Associates LP. Gemini Associates LP is the general partner of each of Gemini LP and Gemini LP Annex. Each of Gemini Associates GP and Gemini Associates LP may be deemed to beneficially own the common stock held by each of Gemini LP and Gemini LP Annex. Gemini Israel is the general partner of each of Gemini Partners and Gemini Partners Annex. Gemini Israel may be deemed to beneficially own the common stock held by each of the Gemini Partners and Gemini Partners Annex. Ezra and Sela are the managing partners of each of Gemini Associates GP and Gemini Israel and may be deemed to beneficially own the common stock held by each of Gemini LP, Gemini LP Annex, Gemini Partners and Gemini Partners Annex. Each of Gemini Associates GP and Gemini Associates LP hereby disclaims beneficial ownership of the common stock of the issuer held by Gemini LP and Gemini LP Annex except to the extent of its respective pecuniary interest therein. Gemini Israel hereby disclaims beneficial ownership of the common stock of the issuer held by Gemini Partners and Gemini Partners Annex except to the extent of its pecuniary interest therein. Each of Ezra and Sela hereby disclaims beneficial ownership of the common stock of the issuer held by the other Reporting Persons except to the extent of his pecuniary interest therein. The Reporting Persons may be deemed to a be a “group” for purposes of Section 13 of the Exchange Act and hereby expressly disclaim status as a “group” for purposes of reporting under Schedule 13G. The business address of each of the Gemini entities is c/o Gemini Israel Funds, 1 Abba Eban Ave., Merkazim 2001, Herzliya, Israel.

(4)

Consists of 3,603,179 shares held by RM Hamburg Holding GmbH (formerly Gruner + Jahr GmbH) pursuant to the Company’s acquisition of Ligatus on April 1, 2019. The shares of RM Hamburg Holding GmbH are held by Bertelsmann SE & Co. KGaA a privately held Kommanditgesellschaft auf Aktien (KGaA; a partnership limited by shares), and 80.9 percent of the capital shares in Bertelsmann SE & Co. KGaA are held indirectly by foundations (Bertelsmann Stiftung, Reinhard Mohn Stiftung, BVG-Stiftung), and 19.1 percent are held indirectly by the Mohn family. All voting rights at the General Meeting of Bertelsmann SE & Co. KGaA and Bertelsmann Management SE (general partner) are controlled by Bertelsmann Verwaltungsgesellschaft (BVG). BVG controls 100 percent of the voting rights in the annual general meeting of Bertelsmann SE & Co. KGaA, which it exercises for these purposes, as well as 100 percent of the voting rights in the annual general meeting of Bertelsmann Management SE. Christoph Mohn has voting control of Bertelsmann Verwaltungsgesellschaft mbH (a veto right) and therefore exercises voting and dispositive power with respect to such shares. The business address of Bertelsmann is Carl-Bertelsmann-Strasse 270, 33311 Gütersloh, Germany.

(5)

As reported on Schedule 13G filed with the SEC and dated August 9, 2021, holdings consist of Convertible Notes, as defined below, and shares beneficially owned by The Baupost Group, L.L.C. (“Baupost”) which were purchased on behalf of various private investment limited partnerships. Baupost, Baupost Group GP, L.L.C. and Seth A. Klarman share voting and dispositive power with respect to these 10,232,000 shares, of which 9,440,000 shares represent the Convertible Notes reported on an as converted basis as of the date of the Schedule 13G filed on August 9, 2021 and 792,000 shares acquired at the Company’s IPO. On July 1, 2021, we completed the sale of $200.0 million aggregate principal amount of senior subordinated secured notes due July 1, 2026 (the “Notes”), in a private placement to institutional investors affiliated with the funds managed by Baupost (the “Baupost Investors”), pursuant to a Senior Subordinated Secured Note Purchase Agreement dated July 1, 2021 (the “Note Purchase Agreement”). On July 27, 2021, in connection with the closing of our IPO and pursuant to the terms of the Note Purchase Agreement, we exchanged $200 million aggregate principal amount of the Notes due July 1, 2026 for $236.0 million aggregate principal amount of 2.95% Convertible Senior Notes due 2026 (the “Convertible Notes”), pursuant to an indenture, dated as of July 27, 2021, between the Company and The Bank of New York Mellon, as trustee. The Convertible Notes will mature on July 27, 2026, unless earlier converted, redeemed or repurchased. Holders may convert all or any portion of their Convertible Notes, in multiples of $1,000 principal amount, into shares of our common stock at any time until the second scheduled trading day immediately preceding the maturity date, at the conversion rate then in effect. We will settle conversions of the Convertible Notes by paying or delivering, as the case may be, cash, shares of common stock, or a combination thereof, at our election. As a result of the stock price variability, we have relied on the Schedule 13G disclosure.

(6)

Consists of 3,541,010 shares and outstanding options to purchase 42,882 shares that are exercisable within 60 days of March 31, 2022.

(7)

Consists of 293,545 shares and outstanding options to purchase 78,107 shares that are exercisable within 60 days of March 31, 2022.

(8)

Consists of 274,573 shares and outstanding options to purchase 194,096 shares that are exercisable within 60 days of March 31, 2022.

(9)

Consists of 1,042 shares of common stock and RSUs that will vest within 60 days of March 31, 2022.

(10)

In addition to the shares beneficially owned by our named executive officers and directors listed above in the table, this amount includes 884,905 shares beneficially owned by Ori Lahav, an executive officer of the Company. Mr. Lahav’s holdings consist of 858,863 shares and outstanding options to purchase 26,042 shares that are exercisable within 60 days of March 31, 2022 and represent a 1.54% of our total outstanding shares as of March 31, 2022.

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the risks, costs and benefits to us;

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the impact on a director's independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

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the terms of the transaction;

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the availability of other sources for comparable services or products, if applicable; and

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the terms available to or from, as the case may be, unrelated third parties or to or from our employees generally.

(1)

Primarily includes costs related to our terminated merger with Taboola.com Ltd. (“Taboola”), costs related to our acquisition of video intelligence AG (“vi”), and costs related to our initial public offering and SOX implementation.

(2)

Reflects a reversal of a tax contingency recorded within operating expenses in 2019 and a corresponding charge to income tax expense in 2020, net of foreign exchange impact.

(1)

Reflects the one-time cumulative incremental stock-based compensation expense impact for awards with an IPO performance condition.

(2)

Primarily includes costs related to our terminated merger with Taboola.com Ltd. (“Taboola”), costs related to our acquisition of video intelligence AG (“vi”), and costs related to our initial public offering and SOX implementation.

(3)

Reflects a reversal of a tax contingency recorded within operating expenses in 2019 and a corresponding charge to income tax expense in 2020, net of foreign exchange impact.

(4)

Reflects a significant one-time tax benefit due to a release of the valuation allowance on certain U.S. deferred tax assets.