People

Claude View

The People Behind monday.com

monday.com earns a B+ governance grade: a founder-led duo with meaningful skin in the game, clean related-party transactions, and a competent independent board – offset by heavy stock-based compensation, a unique founder veto share, and a fresh securities class action that tests management credibility.

The People Running This Company

monday.com is led by co-founders Roy Mann and Eran Zinman, who have run the company together since 2012. This co-CEO structure is uncommon but has delivered consistent results: revenue grew from $730M in FY2023 to $1.23B in FY2025, with the company reaching GAAP profitability for the first time.

The co-CEO model works because each founder covers distinct domains: Mann drives product vision and strategy while Zinman (formerly CTO) oversees technology execution. The 2025 C-suite refresh brought in Casey George as CRO (from Qlik/Talend) and Harris Beber as CMO (from Google), signaling an enterprise-upmarket push. Eliran Glazer, CFO since 2021, previously held the same role at Lightricks and Nex Markets (CME Group) and brings credible public-company financial experience.

Succession risk: Both co-CEOs are in their 40s, reducing near-term key-person risk. However, the company's identity is deeply tied to the co-founder pair. The founder share veto (detailed below) adds structural dependence on Roy Mann specifically.

What They Get Paid

As an Israeli company filing on Form 20-F, monday.com discloses aggregate officer compensation and individual detail for its five highest-paid executives. Total compensation for all directors and officers in FY2025 was approximately $31.1 million, against $1.23 billion in revenue (2.5% of revenue).

Both co-CEOs took identical $316K base salaries and $340K bonuses, suggesting disciplined pay parity. Cash compensation is modest by US SaaS CEO standards. The real compensation is equity: each co-CEO received $6.6M in equity-based expense in FY2025, which includes vesting of prior-year grants. Total comp of $7.3M per co-CEO is reasonable for a $1.2B-revenue, high-growth software company – roughly in line with or below peers like Atlassian and Smartsheet.

Non-employee directors receive $30K-$60K annual cash retainers plus $175K in annual equity grants, with additional committee fees. Upon initial appointment, each director receives a one-time $300K equity award vesting over three years. These are standard for a company of this size.

Are They Aligned?

Ownership and Control

Roy Mann holds 9.6% of shares outstanding. Eran Zinman holds 3.4%. Together, the two founders control 13% of the company, which creates meaningful alignment. All officers and directors as a group hold 13.9%. One share, one vote – no dual-class structure. All shareholders have equal voting rights on ordinary shares.

The Founder Share Veto

Roy Mann holds a special "founder share" that provides veto rights over (i) mergers, consolidations, or acquisitions where a person would acquire 25%+ of shares, (ii) sale of all or substantially all assets, and (iii) liquidation or winding up of the company. This share carries no voting or dividend rights on ordinary matters and automatically converts to a worthless deferred share if Mann leaves the company, transfers it, or his ownership falls below a threshold. This is an anti-takeover mechanism that protects the company's independence but limits shareholder influence over M&A.

Share-Based Compensation and Dilution

The 2021 Share Incentive Plan includes a 5% annual evergreen provision that automatically expands the share pool each January. Since 2022, the share reserve has grown by a cumulative 8.8M shares. Weighted average basic shares outstanding increased from 48.4M (FY2023) to 51.4M (FY2025), representing roughly 3% annual dilution.

Share Repurchase Program

In September 2025, the board authorized an $870M share repurchase program with no expiration date. Through Q4 2025, the company repurchased approximately 884,000 shares for $135M at an average price of ~$153 per share ($735M remaining). At the FY2025 SBC run rate, the full $870M program would approximately offset 3-4 years of dilution if executed at similar price levels.

Related-Party Transactions

Related-party activity is minimal and clean. The only material transaction is the monday.com Foundation – a public benefit company that received 68,000 shares and a $6.3M cash donation (1% of IPO proceeds). Services provided to the Foundation are capped at $1.5M per year. No self-dealing, no founder-controlled entities extracting value, no related-party revenue. The 20-F explicitly states there were no material related-party transactions outside the normal course of business.

Skin-in-the-Game Score: 7 out of 10

Founders hold meaningful equity (13% combined). One-vote-per-share. Active buyback program. Deductions come from elevated SBC dilution rate, the founder veto share concentrating anti-takeover power beyond economic ownership, and the lack of insider buying on the open market (Israeli companies are not subject to Form 4 reporting, making insider trading patterns less transparent).

Board Quality

The board has 8 members, of which 6 are independent (75% independence ratio). The staggered three-class structure provides continuity but also entrenchment protection.

Committee composition: Aviad Eyal, Gili Iohan, and Ronen Faier serve on all three key committees (Audit, Compensation, Nominating/Governance). This three-person concentration creates efficiency but limits the diversity of committee oversight.

Strengths: Avishai Abrahami (Wix CEO) brings deep knowledge of the Israeli tech ecosystem and platform-model scaling. Ronen Faier and Gili Iohan both hold CPA credentials with extensive public company finance experience. Petra Jenner (added April 2024) strengthens enterprise sales and EMEA go-to-market expertise – directly relevant as monday.com pushes upmarket. Jeff Horing's Insight Partners background provides deep SaaS investing perspective.

Gaps: The board lacks dedicated cybersecurity or AI/ML technical expertise, both increasingly material for an AI-native work platform. Geographic diversity is limited – the board skews heavily Israeli with Jenner (Munich-based) as the sole European representative. Two directors (Horing and Eyal) have VC backgrounds that, while their funds have partially exited, still reflect the company's private-stage investor base.

Foreign Private Issuer Exemptions: monday.com relies on certain NASDAQ exemptions, including using Israeli quorum requirements (33.3% with fallback to any two shareholders at adjourned meetings). The company is not required to follow US proxy solicitation rules or hold annual meetings in the US manner, reducing certain shareholder engagement mechanisms.

The Verdict

Strongest positives: Founders with 13% combined ownership and aligned incentives. No dual-class voting – the co-CEOs must earn their influence through results and persuasion. Clean related-party transactions with no self-dealing. Active $870M buyback program partially offsetting dilution. Strong independent board with relevant SaaS and finance expertise.

Real concerns: SBC at 14.4% of revenue is elevated and rising, effectively consuming all GAAP operating income. The founder share veto grants Roy Mann disproportionate control over corporate transactions relative to his 9.6% economic stake. Committee oversight is concentrated in just three directors. The pending securities class action over rescinded FY2027 revenue guidance raises questions about the quality of forward-looking disclosures at the September 2025 Investor Day.

What would change this grade: An upgrade to A- would require SBC declining as a percentage of revenue, sustained buyback execution that meaningfully reduces net dilution, and a clean resolution of the class action. A downgrade to B would follow if the class action reveals intentional misrepresentation, if SBC continues accelerating relative to revenue, or if the buyback program is suspended while the company continues heavy equity issuance.