🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Teads Holding Co. (TEAD). It's a formal document sent to shareholders before an annual meeting. Its purpose is to provide information on the issues they need to vote on and to explain the company's governance and executive pay. Think of it as an agenda and information packet for the company's annual shareholder meeting.

👉 Why it matters: If you own stock in Teads, this document tells you who is running the company, how they are paid, and what major decisions you get to vote on—including a proposed reverse stock split that could significantly impact your investment.

🏢 What The Company Does

In simple terms, Teads is a digital advertising platform. The company was previously known as Outbrain Inc. It completed the acquisition of a business called TEADS on February 3, 2025, and then changed its own name to Teads Holding Co. on June 6, 2025. It operates in the high-tech and internet advertising industry.

📅 The Annual Meeting Details

The 2026 Annual Meeting will be virtual-only.

When: Thursday, May 14, 2026, at 9:00 a.m. Eastern Time.
Where: Online at www.virtualshareholdermeeting.com/TEAD2026.
Record Date: Shareholders as of the close of business on March 20, 2026, are entitled to vote.
How to Vote: You can vote online, by phone (1-800-690-6903), by mail, or during the virtual meeting.

👉 Key takeaway: You must have your 16-digit control number to vote or ask questions at the meeting. Guest access is listen-only.

🗳️ What You're Voting On: The 5 Proposals

The Board of Directors recommends voting FOR all proposals.

Elect Directors: Vote to elect four Class II directors to serve until 2029. The nominees are Dexter Goei, Yaffa Krindel, Mark Mullen, and Arne Wolter.
Executive Pay (Say-on-Pay): An advisory, non-binding vote to approve the compensation of the company's named executive officers.
Pay Frequency (Say-on-Frequency): An advisory vote on how often to hold the executive pay vote in the future. The Board recommends voting for every "ONE YEAR".
Ratify Auditors: Vote to ratify the appointment of KPMG LLP as the company's independent accounting firm for 2026.
Reverse Stock Split: A critical vote to approve an amendment allowing a reverse stock split at a ratio between 1-for-5 and 1-for-25. The exact ratio and timing will be set by the Board.

🔄 The Reverse Stock Split Explained (Proposal 5)

This is the most significant proposal. A reverse stock split reduces the number of shares you own but increases the price per share proportionally.

Purpose: Companies often do this to increase their stock price to meet listing requirements on stock exchanges (like staying above $1 per share) or to attract institutional investors.
Mechanics: If approved, the Board will choose a ratio (e.g., 1-for-10). If you owned 100 shares at $0.50 each ($50 total), you would then own 10 shares at $5 each ($50 total). Your total investment value stays the same initially.
Board Discretion: The Board can decide the exact ratio and whether/when to implement it without another shareholder vote.

👉 Why it matters: Reverse splits are often seen as a sign a stock is struggling. While it doesn't change the company's fundamentals, it can affect stock liquidity and investor perception.

👥 Board of Directors & Governance

Board Structure: The board has 10 members (8 independent) and is divided into three classes with staggered terms.
Key Nominees (Class II):
- Dexter Goei: Former CEO of Altice USA, designated by Altice Teads.
- Yaffa Krindel: Expert in finance and accounting, with extensive board experience.
- Mark Mullen: Co-founder of Bonfire Ventures, also designated by Altice Teads.
- Arne Wolter: Former Chief Revenue Officer at Statista, with operational expertise.
Leadership: Yaron Galai (Co-Founder) is Board Chair. David Kostman is CEO. Shlomo Dovrat is the independent Lead Director.
Committees: The board has three key committees: Audit (chaired by Yaffa Krindel), Compensation (chaired by Nithya B. Das), and Nominating & Governance (chaired by Arne Wolter).

💰 Director & Executive Compensation

Director Pay: Non-employee directors receive an annual $40,000 cash retainer plus equity awards. The Board Chair receives an $80,000 retainer. Committee chairs and members get additional fees.
2025 Compensation Table: The highest-paid non-employee directors were Dexter Goei and Mark Mullen (~$153,933 each), reflecting prorated compensation and larger initial equity grants.
Executive Compensation: Detailed tables show the 2025 pay for named executives, including salary, bonuses, and stock awards. The company is a "smaller reporting company," so some disclosure is reduced.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Experienced Board: Mix of industry veterans, financiers, and operational experts.
Clear Governance: Well-defined committee charters and independence standards.
Strategic Action: Willingness to pursue a reverse stock split to address stock price challenges.

⚠️ Risks:

Reverse Split Perception: Often signals underlying business challenges and can lead to further stock price volatility.
Post-Merger Integration: The company is still integrating the major acquisition that created "new Teads," which carries execution risk.
Industry Competition: Operates in the highly competitive and rapidly changing digital advertising market.

🧠 The Analogy

Hosting this annual meeting is like a town hall for company owners (shareholders). The proxy statement is the official agenda packet. It tells you who's running for the town council (the board), how much the mayor (CEO) is paid, and whether the town should change its currency from pennies to dollars (the reverse stock split) to make transactions seem more substantial. You, as an owner, get to vote on all these matters.

📇 Key Contacts & People

CEO & Director: David Kostman
Board Chair: Yaron Galai
Lead Independent Director: Shlomo Dovrat
Chief Administrative Officer & Corporate Secretary: Veronica Gonzalez
Investor Relations Email: [email protected]
Corporate Secretary Phone: (646) 867-0149
Virtual Meeting Support: Technical support available via the "Help" link on the meeting website.

🧩 Final Takeaway

The most important thing for Teads shareholders is Proposal 5: the reverse stock split. While director elections and advisory votes are routine, the reverse split is a decisive action the Board believes is necessary for the company's future positioning. Your vote will authorize them to make that significant change to your shares.

Teads Holding Co. — DEF 14A Filing