Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2023, the Board of Directors (the "Board") of Kaltura, Inc. (the
"Company") increased the size of the Board from five to six directors and
appointed Eyal Manor as a Class I director of the Company, effective
immediately.
Mr. Manor will participate in the Company's Non-Employee Director Compensation
Policy, including a $30,000 annual retainer for his service on the Board. On the
effective date of his appointment, Mr. Manor received an award of restricted
stock units with a grant date fair value of $180,000, pro-rated to reflect his
actual period of service during the year following the Company's 2022 annual
meeting of stockholders (the "Initial Award"). The Initial Award will vest in
full on the earlier of (i) the day immediately preceding the date of the first
annual meeting of the Company's stockholders following the grant date and (ii)
the first anniversary of the grant date, subject to Mr. Manor's continued
service on the Board through the applicable vesting date.
In connection with his appointment, Mr. Manor entered into the Company's
standard indemnification agreement for directors and officers.
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