People
People and Governance — Do Management and the Board Deserve Trust?
Verdict up front: a clean, founder-led governance profile that earns a B+. monday.com is run by its two technical co-founders as Co-CEOs, who still hold roughly 13% of a one-share-one-vote company [1], sit beneath an independent chairman, and answer to a board that is six-eighths independent. Pay is overwhelmingly equity, modest for a company of this size, and routed through the unusually strict shareholder-vote machinery of Israel's Companies Law [2]. The friction points are real but second-order: a thicket of takeover defenses (a classified board, a 65% removal threshold, and a single "founder share" veto held by one Co-CEO), a thin independent bench in which three directors staff every key committee, and a related-party charitable Foundation. None of these put outside shareholders' capital at obvious risk today — but they are the things to watch.
Governance Grade
Insider Ownership (officers and directors)
Co-CEO Pay That Is Equity
Sources: insider ownership — FY2025 Annual Report, Major Shareholders [3]; pay mix — FY2025 Annual Report, Compensation of Directors and Executive Officers [4].
The People Running the Company
monday.com is led by Co-CEOs Roy Mann and Eran Zinman, the two founders. Mann has been Co-CEO since the company's 2012 founding; Zinman was CTO from 2012 to 2020 before becoming Co-CEO, and both sit on the board [5]. A co-CEO arrangement is the single most distinctive feature of the executive structure — durable here because the founders have run it together for over a decade, but a structure that always carries latent accountability and succession ambiguity (who decides, and who succeeds, if the partnership fractures).
Beneath them is a deep, externally-recruited bench. CFO Eliran Glazer (ex-Lightricks, ex-NEX/CME) has held the seat since 2021 [6], and in 2025 the company brought in a new Chief Revenue Officer (Casey George, ex-Qlik/Talend/IBM) and a new CMO (Harris Beber, who previously led marketing for Google Workspace) — evidence the founders are willing to hire seasoned operators above long-tenured insiders [7].
Sources: roles and tenure — FY2025 Annual Report, Senior Management [8] [9]; compensation — FY2025 Annual Report, Compensation of Directors and Executive Officers [10]; ownership — Major Shareholders [11].
One embedded conflict worth flagging: the founders' careers run through Wix.com, and Wix's CEO/co-founder Avishai Abrahami sits on monday.com's board as an "independent" director [12]. It is a relationship-based independence rather than an arms-length one — common in the Israeli tech ecosystem, but worth naming.
What They Get Paid — And Whether It's Earned
Co-CEO pay is modest in absolute terms and almost entirely equity. For FY2025 each Co-CEO's total cost-to-company was about $7.36M and $7.34M — roughly $316K of salary, a $340K cash bonus, and ~$6.64M of share-based compensation [13] [14]. Aggregate compensation across all directors and executive officers (including share-based expense) was about $31.1M for the year [15]. Against $1.23 billion of revenue and $323M of adjusted free cash flow, that is a restrained number for founder-CEOs — there is no outsized cash salary, no mega-grant, and bonuses are capped under the formal compensation policy.
Source: FY2025 Annual Report, Compensation of Directors and Executive Officers [16] [17].
Pay has tracked performance — and at times has trailed it. Co-CEO equity compensation climbed as the business scaled from $519M of revenue and a $137M loss in 2022 to $1.23 billion of revenue and $119M of GAAP net income in 2025. Tellingly, in 2022 — the year of the company's worst loss — the Co-CEOs voluntarily waived their cash bonuses and their equity expense was the lowest of the period [18]. That is alignment behaving as it should.
Source: revenue and net income — derived from reported financials, FY2022–FY2025; Co-CEO equity expense — FY2022 [19], FY2023 [20], FY2024 [21], FY2025 [22] annual reports.
Source: net income — derived from reported financials; combined Co-CEO equity expense — FY2022–FY2025 annual reports [23] [24].
The structure has two more reassuring features. A portion of the Co-CEOs' equity is explicitly performance-based — performance options and RSUs have been granted to them every year since 2022 [12]. And every executive-pay decision — base, bonus, and equity for the Co-CEOs and the comp policy itself — must clear the compensation committee, the board, and a special shareholder majority under Israeli law, a far higher bar than the advisory "say-on-pay" U.S. peers face [25].
Director pay is conventional and non-distorting: $30,000 cash for a non-employee director ($60,000 for the chair) plus committee fees, a one-time $300,000 equity grant on joining (vesting over three years), and a $175,000 annual equity grant [26].
Alignment and Skin in the Game
This is the strongest part of the case. The founders are not just managers — they are the largest individual owners. As of year-end 2025, Roy Mann held 9.6% and Eran Zinman 3.4% of the ordinary shares, with all officers and directors together owning 13.9% of a company with one class of stock and no special voting rights [27] [28]. Crucially, monday.com chose not to adopt the dual-class super-voting structure that is now standard for founder-led tech — every share votes equally. That is a meaningfully more shareholder-friendly posture than most of its software peers.
Source: FY2021 ownership — FY2021 Annual Report, Major Shareholders [29]; FY2025 ownership — FY2025 Annual Report, Major Shareholders [30] [31]. Insight Partners shown as 0.0 in FY2025 reflects its drop below the 5% disclosure threshold.
The multi-year arc is informative. At IPO, Insight Partners owned 31% and its co-founder Jeff Horing chaired the board; by year-end 2025 Insight — along with prior 5%-plus holders Sonnipe and FMR — no longer cleared the 5% reporting threshold [32] [33]. The register has shifted toward long-only institutions (Capital World, WCM). The founders' percentages also fell — partly from dilution as the share count grew, partly from modest selling — but they remain large, undiversified, equity-only stakes. Insider selling that has surfaced is routine and small in scale rather than a wholesale exit; there is no promoter-pledge construct here (this is a U.S.-listed Israeli issuer, not an Indian promoter company).
Dilution is the cost of this model, and management is now actively offsetting it. Share-based compensation is large, and the 2021 plan has a 5%-of-shares automatic "evergreen" top-up each year [12]. Against that, the board authorized an $870 million buyback in September 2025 and had already repurchased 883,913 shares in November–December at roughly $152 [34]. On the Q4 call the CFO confirmed $135 million repurchased in the quarter with about $735 million still authorized [35]. Starting to return capital while still growing 27% is a genuine positive for outside holders.
Board Quality & Independence
The board is eight directors, six of them independent, chaired by an independent director (Jeff Horing of Insight Partners) who is separate from the Co-CEOs [36]. The independent roster is genuinely high-caliber and operationally relevant: Horing (one of the most prominent software investors), Avishai Abrahami (founder/CEO of Wix), Ronen Faier (former CFO of SolarEdge), Gili Iohan and Petra Jenner (an enterprise-software operator from Splunk/Salesforce/Microsoft) [37] [38] [39]. Two of the independents (Faier and Iohan) are licensed CPAs, so audit financial expertise is real.
The weakness is bench depth, not independence. The three core committees — Audit, Compensation, and Nominating & Corporate Governance — are staffed by the same three independent directors: Ronen Faier, Gili Iohan, and Aviad Eyal [40] [41] [42]. That concentrates a lot of oversight on a few people. The heatmap below makes the pattern obvious — and shows the one committee where an executive sits in the chair.
Source: FY2025 Annual Report, Board Practices — Audit [43], Compensation [44], Nominating & Corporate Responsibility committees [45].
The audit and compensation committees are fully independent and chaired by a CPA / a finance professional respectively [46] [47]. The one place an executive holds sway is the Corporate Responsibility & Sustainability committee, chaired by Co-CEO Roy Mann [48] — which is also the committee that touches the related-party Foundation discussed below.
As a foreign private issuer, monday.com may follow Israeli home-country practice instead of certain Nasdaq rules; in practice it leans on this only narrowly (a lower shareholder-meeting quorum) and otherwise complies with Nasdaq governance standards [49]. The FPI status does, however, strip away U.S. proxy mechanics like individualized say-on-pay — partly offset by Israel's stricter statutory comp votes.
Governance Risk: Takeover Defenses, the Founder Share & the Foundation
Three things keep this from being an unambiguous "A," and an investor should understand each.
1. A stack of entrenchment defenses. The board is classified into three staggered classes, so only about a third stands for election each year, and removing a director requires a 65% supermajority of voting power [50] [51]. These insulate the board from shareholder pressure and a hostile bid.
2. The "founder share." At the 2021 IPO the company issued a single non-tradable founder share to Roy Mann [52]. It carries no votes, no dividends, and no economic rights — but it gives its holder a veto over (i) mergers/acquisitions or equity issuances that would hand any party 25%-or-more of the shares, (ii) a sale of substantially all assets, and (iii) changes to the strategy of the company's charitable "Digital Lift" initiative [27]. It is a takeover-and-mission shield, not day-to-day voting control, and it self-destructs (converts to a valueless deferred share) if Mann transfers it, leaves, dies, or dilutes below a threshold [27]. Combined with the classified board, it means outside holders cannot force a change of control — a real, if narrowly-scoped, limit on shareholder power.
Takeover-defense cluster: classified board + 65% director-removal threshold + a single-holder founder-share veto over any 25%-plus acquisition. Outside shareholders effectively cannot compel a sale of the company against the board's and founder's wishes.
3. The related-party Foundation. monday.com established the Israeli public-benefit monday.com Foundation, issued it 68,000 ordinary shares in August 2024, committed a one-time $6.3 million donation (1% of IPO proceeds), and may provide it services of up to $1.5 million per year plus loans [53] [54]. The amounts are immaterial against the company's scale and the purpose is philanthropic, but it is a company-controlled related party whose strategy the Co-CEO's founder share specifically protects — so it sits inside the conflict perimeter and deserves monitoring rather than alarm. The other standing related-party item, an Investors' Rights Agreement giving Roy Mann and other large holders registration rights, is routine for a venture-backed IPO [55].
What is absent is as telling as what is present: no disclosed regulatory action against management, no restatement, a clean auditor opinion with revenue recognition flagged only as the routine critical audit matter, no executive loans, and no dual-class entrenchment. The 3,155-person workforce grew 26% in the year without labor disputes [56].
Green flags: one-share-one-vote (no super-voting dual class); founders are the largest individual owners with equity-dominant pay; independent chair; stricter-than-U.S. Israeli statutory shareholder votes on all executive pay; and a newly active $870M buyback offsetting equity dilution.
The Verdict — B+
monday.com's management and board deserve trust. The founders own a large, single-class, economically-aligned stake; their pay is modest, equity-heavy, performance-linked, and ran below performance in the lean year; the board is independently chaired and genuinely expert; and the company submits executive pay to a stricter shareholder-vote regime than its U.S. peers. The negatives are about control insulation, not self-dealing: a classified board, a 65% removal hurdle, and a founder-share veto that together make a change of control nearly impossible without the board's and Roy Mann's consent, plus a thin three-person independent bench doing most committee work and a small related-party Foundation.
The single thing most likely to move the grade: how the co-CEO/founder-share structure behaves under stress. An orderly succession plan for the Co-CEOs, a widening of the independent-director bench beyond the three who carry every committee, or a sunset on the entrenchment defenses would push toward an A-. Conversely, any sign the founder-share veto or the Foundation is used to entrench management against shareholders' economic interest would pull it down.