Incredimail 2012 Annual Report Download - page 53

Mark Ziering
has been the Vice President of Corporate Development of the Company since August 2010. From 1999 to 2008, Mr.
Ziering was a partner at Genesis Partners, L.P., a leading Israeli venture capital fund. From 1993 to 1996, Mr. Ziering served as an analyst at
Chemical Bank (predecessor to JP Morgan Chase) and, from 1989 to 1991, at the Federal Reserve Bank of New York. Mark holds a B.A. from
Yeshiva University and an M.B.A. from Yale University.
Yuval Hamudot
has been the General Manager of Smilebox Inc. since September 2012. From September 2011 to September 2012, he
served as the Chief Operating Officer of Smilebox. From 2003 to September 2011, Mr. Hamudot served the Company in various positions,
including as the Chief Operating Officer from 2010 to 2011, as the Chief Technology Officer from 2007 to 2010, and as a Vice President
–
Research and Development from 2003 to 2007. From 1994 to 2000, Mr. Hamudot served in the Israeli Defense Force’
s top computer unit as a
project officer responsible for nationwide projects. Mr. Hamudot holds a B.Sc. in Computer Science from Tel Aviv University and an M.B.A.
from Bar-Ilan University.
Ron Harari
has been the General Manager of the Incredimail Business division of the Company since May 2011. From 2000 to 2011,
Mr. Harari served in various positions at ICQ/AOL (NYSE: AOL) including as the Vice President of Web R&D, Vice President Operations and
Vice President Products and Operations. From 2005 to 2007, he served as a member of ICQ/AOL's management team. From 1996 to 2000, Mr.
Harari served in various positions at Walla! Communications Ltd. (TASE: WALA). From 1993 to 1995, Mr. Harari served as a Computers &
Electronics Buyer in the Mission to the U.S. of the Government of Israel. Mr. Harari currently serves as an Advisory Board Member at Vicomi
Ltd.
Tomer Pascal has been the General Manager of the Utilities Business division of the Company since January 2012. From 2010 to
2012, Mr. Pascal served as the Vice President of Marketing of the Company. In 2005, Mr. Pascal co-founded bp Interactive Technologies Ltd.,
and from 2005 to 2009, he served as its Vice President of Marketing and Product Management.
There are no family relationships between any of our directors or executive officers.
B. COMPENSATION
The aggregate direct compensation we paid to our officers as a group (9 persons) for the year ended December 31, 2012, was
approximately $3.9 million, which included approximately $0.9 million that was set aside or accrued to provide for pension, retirement,
severance or similar benefits. This amount does not include expenses we incurred for other payments, including dues for professional and
business associations, business travel and other expenses, and other benefits commonly reimbursed or paid by companies in Israel. We did not
pay our officers who also serve as directors any separate compensation for their directorship during 2012.
The aggregate compensation we paid to our directors who are not officers for their services as directors as a group for the year ended
December 31, 2012 was approximately $ 370,000 .
In addition, our directors are reimbursed for expenses incurred in order to attend board or
committee meetings.
In the year ended December 31, 2012, we granted options to purchase 617,500 ordinary shares to our directors and officers, at a
weighted average exercise price of $7.18 per share, and the latest expiration date for such options is December 2017. These options were granted
under our 2003 Israeli Share Option Plan, as amended, (the "2003 Plan"). As of April 24, 2013, options to purchase 300,000 out of the
abovementioned ordinary shares have been forfeited.
Pursuant to the requirements of the Companies Law, remuneration of our directors generally requires shareholder approval. In October
2011, our shareholders approved a compensation package for our non-
employee directors (other than our external directors) comprised of an
annual fee of $35,000, and all other terms of compensation, which were previously approved by our shareholders, including the annual grant of
options to purchase our ordinary shares as approved by our shareholders in July 2009, and reimbursement for travel expenses in accordance with
our travel reimbursement policy for directors. In September 2012, our shareholders approved the re-
election of Mr. Avichay Nissenbaum. In
addition, the shareholders approved that upon his appointment, Mr. Nissenbaum will receive compensation in the form of the payment of an
annual fee of $25,000 and participation fees (per meeting) of $500 per meeting (plus value added tax (“V.A.T.”),
if applicable) pursuant to the
regulations promulgated under the Companies Law that govern standardized payments to external directors of dual-
listed companies. In addition,
the shareholders approved an annual grant of options to purchase our ordinary shares pursuant to a grant made to all external directors, as
previously approved by our shareholders in July 2009 (see below). Our other external director, Mr. David Jutkowitz was reelected at our 2010
annual general meeting of shareholders, and he receives the same compensation as Mr. Nissenbaum.
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