DEF 14A of Payoneer Global Inc., Apr 16, 2024

DEF 14A of Payoneer Global Inc.

Filed Apr 16, 2024 · FY20230001104659-24-047768

Open on EDGAR

  1. Proposal No. 1: Election of Directors

    Proposal No. 1: Election of Directors The Company’s Board of Directors (the “Board”) is presently comprised of nine members, who are divided into three classes, designated as Class I, Class II and Class III. One class of directors is elected by the stockholders at each annual meeting to serve from the time of their election until the third annual meeting of stockholders following their election. As of the date of this Proxy Statement, Class I directors consist of Scott Galit and Avi Zeevi; Class II directors consist of John Caplan, Amir Goldman, Susanna Morgan and Rich Williams; and Class III directors consist of Sharda Caro del Castillo, Christopher (Woody) Marshall and Pamela H. Patsley. The Nominating and Corporate Governance Committee of the Board has recommended, and the Board has approved, the nomination of three Class III directors, Sharda Caro del Castillo, Christopher (Woody) Marshall and Pamela H. Patsley, for three-year terms expiring at the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation, retirement, disqualification or removal. Each of Ms. Caro del Castillo, Mr. Marshall and Ms. Patsley is currently a director of the Company. Directors are elected by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors. The three nominees receiving the highest number of affirmative votes will be elected. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. If any nominee should become unavailable to serve for any reason, the proxies named may cast votes for a substitute nominee designated by the Nominating and Corporate Governance Committee and approved by the Board, or the Board may reduce its size. We have no reason to believe that any nominee named will be unable to serve if elected.

  2. Proposal No. 1: Election of Directors

    | | | 2024 Proxy Statement | 1 |

  3. Nominees for Director and Continuing Directors

    Nominees for Director and Continuing Directors The names and ages of the nominees and continuing directors, length of service with the Company and Board committee memberships are set forth in the table below.

  4. Nominees for Director and Continuing Directors

    | Name | Age | Director Since | Current Term Expires | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | Risk Committee | | Nominees | | | | | | | | | | Sharda Caro del Castillo | 53 | 2023 | 2024 | x | | x | | x | | Christopher (Woody) Marshall | 56 | 2017 | 2024 | x | | x | x | | | Pamela H. Patsley | 67 | 2021 | 2024 | x | x | | x | | | Continuing Directors | | | | | | | | | | John Caplan | 54 | 2022 | 2026 | | | | | | | Scott Galit | 53 | 2010 | 2025 | | | | | | | Amir Goldman | 52 | 2014 | 2026 | x | | x | x | | | Susanna Morgan | 54 | 2023 | 2026 | x | x | | | x | | Rich Williams | 49 | 2021 | 2026 | x | x | | | x | | Avi Zeevi* | 73 | 2008 | 2025 | x | x | | | |

  5. Nominees for Director and Continuing Directors

    * Chair of the Board. Our current directors self-identify as set forth in the table below.

  6. Nominees for Director and Continuing Directors

    | Board Diversity Matrix (as of March 31, 2024) | | | | Total Number of Directors: | 9 | | | | Female | Male | | Directors | 3 | 5 | | | Number of Directors who identify in Any of the Categories Below: | | | Asian | 1 | 0 | | White | 2 | 5 | | Did Not Disclose Gender or Demographic Background | 1 | |

  7. Nominees for Director and Continuing Directors

    | 2 | | | 2024 Proxy Statement |

  8. Nominees for Director and Continuing Directors

    A brief biography of each nominee and each continuing director is also set forth below, which includes information, as of the date of this Proxy Statement, regarding specific and particular experience, qualifications, attributes or skills of each nominee that led the Nominating and Corporate Governance Committee and the Board to believe that the director should serve on the Board:

  9. Director Nominees

    Director Nominees

  10. Director Nominees

    | Sharda Caro del Castillo Age: 53 Director Since: 2023 | Ms. Caro del Castillo has served as a director of Payoneer since 2023. Prior to her appointment, Ms. Caro del Castillo served as Chief Legal Officer, Chief Compliance Officer and Corporate Secretary of Affirm, Inc. (NASDAQ: AFRM) from 2019 to 2021. From 2014 to 2019, Ms. Caro del Castillo was General Counsel and Chief Compliance Officer of Payments, and interim Global Head of Payments (2018-2019), at Airbnb (NASDAQ: ABNB). Prior to joining Airbnb, Ms. Caro del Castillo was Payments Counsel and subsequently the Head of Payments Platform at Square, Inc. (NYSE: SQ) from 2012 to 2014, and a Director of Product and Regulatory Counsel at PayPal (NASDAQ: PYPL) from 2010 to 2012. Ms. Caro del Castillo serves on the boards of Forter since 2022 and GoFundMe since 2021. Ms. Caro del Castillo has a Bachelor of Science from Santa Clara University, and a Juris Doctorate from Case Western Reserve University School of Law. We believe Ms. Caro del Castillo’s background in global payments, financial services, regulation and compliance make her well qualified to serve as a director. | | Christopher (Woody) Marshall Age: 56 Director Since: 2017 | Mr. Marshall has served as a director of Payoneer since 2017. In addition to his role on Payoneer’s Board, he currently serves on the boards of directors of Spotify (NYSE: SPOT) (where he serves as lead independent director) and Nerdy (NYSE: NRDY), both of which he joined in 2015, and as a director in a number of private companies. Since 2008, Mr. Marshall has served as a general partner of TCV, a private equity firm. Mr. Marshall has been active in the venture capital industry since 1995, having spent 12 years at Trident Capital, a venture capital and private equity firm with a primary investment focus on the payments, internet and mobile industries. Mr. Marshall has a Bachelor of Arts in Economics from Hamilton College and a Master of Business Administration from the Kellogg School of Management at Northwestern University. We believe Mr. Marshall’s experience in the payments industry, serving on public company boards and advising fast-growing platforms as they scale make him well qualified to serve as a director. | | Pamela H. Patsley Age: 67 Director Since: 2021 | Ms. Patsley has served as a director of Payoneer since 2021. From 2016 to 2018, Ms. Patsley served as Executive Chair of MoneyGram International, Inc. (NASDAQ: MGI), the global remittance Company, and was its Chair and Chief Executive Officer from 2009 to 2015. Ms. Patsley also previously held executive positions with the payment processor First Data Corporation, First Data Merchant Services (a division of First Data Corporation), Paymentech, Inc. and First USA, Inc. Earlier in her career, she worked for KPMG. Ms. Patsley currently serves on the boards of Texas Instruments Inc. (NASDAQ: TXN) since 2004, Keurig Dr Pepper Inc. (NASDAQ: KDP) since 2008 and Hilton Grand Vacations Inc. (NYSE: HGV) since 2016. She also serves on the board of Tolleson Wealth Management, a privately held company. Ms. Patsley previously served on the boards of ACI Worldwide, Inc. (NASDAQ: ACIW), Molson Coors Brewing Company (NYSE: TAP), and Pegasus Solutions Inc. (NASDAQ: PEGS). Ms. Patsley holds a Bachelor of Science in Business Administration — Accounting from the University of Missouri. We believe Ms. Patsley’s experience as an executive in the financial services industry, as well as her experience serving on public company boards, make her well qualified to serve as a director. |

  11. Director Nominees

    | | | 2024 Proxy Statement | 3 |

  12. Director Nominees

    Directors are elected by a plurality of the votes of the holders of shares present or represented by proxy and entitled to vote on the election of directors. The three nominees receiving the highest number of affirmative votes will be elected. “Withhold” votes have no effect and will not prevent a candidate from getting elected. Broker non-votes will also have no effect on this Proposal No. 1. The Board of Directors recommends a vote “FOR” each named nominee.

  13. Director Nominees

    | 4 | | | 2024 Proxy Statement |

  14. Continuing Directors

    Continuing Directors

  15. Continuing Directors

    | John Caplan Age: 54 Director Since: 2022 | Mr. Caplan has served as the CEO of Payoneer since 2023, after joining as Co-CEO and director in 2022. Prior to joining Payoneer, Mr. Caplan was President North America & Europe at Alibaba.com, a business unit of the Alibaba Group (NYSE: BABA), from September 2018 to 2022. Previously, from 2009 to 2018, Mr. Caplan was founder and Chief Executive Officer of OpenSky, a SMB software and services firm. Alibaba acquired a majority stake in OpenSky in 2017. Prior to founding OpenSky, Mr. Caplan was Chief Executive Officer at Ford Models, Inc., a fashion talent agency, from 2002 to 2009; and CMO of About.com, an internet publishing business, from 1998 to 2001. Mr. Caplan currently serves on the board of Oscar Heyman & Brothers, a privately held company, and previously served on the boards of private companies, including Caroo, Sendle and Clyde. Mr. Caplan has a Bachelor of Arts in English from the University of Rochester. We believe Mr. Caplan’s experience as an executive in the e-commerce industry, technology and marketing make him well qualified to serve as a director. | | Scott Galit Age: 53 Director Since: 2010 | Mr. Galit has served as a director of Payoneer since 2010. He was also CEO until May 2022 and later Co-CEO of Payoneer until March 2023, when he transitioned to serving as a Senior Advisor. Prior to joining Payoneer, Mr. Galit was President of i2c. Before joining i2c in 2010, he was the Executive Vice President at Meta Payments Systems and on the Executive Committee of MetaBank, an OTS-regulated financial institution. From 2005 to 2007 he was the Global Head of Prepaid for Mastercard, where he developed Mastercard’s global prepaid strategy and oversaw its global prepaid business. Mr. Galit was the founder and CEO of Solspark from 1999 to 2002, Senior Vice President/General Manager at Concord EFS from 2002 to 2003 (after Solspark was sold to Concord EFS), and Senior Vice President/General Manager of First Data Prepaid from 2003 to 2004 (after Concord EFS was sold to First Data). Earlier in his career he was an investment banker at Donaldson, Lufkin & Jenrette. Mr. Galit was also a founding board member of the Network Branded Prepaid Card Association (NPBCA) and currently serves on the board of Paddle, a privately held company. Mr. Galit has a Bachelor of Arts with distinction from the honors program at the University of Virginia. We believe that Mr. Galit’s experience in executive leadership positions in the payment industry makes him qualified to serve as a director. | | Amir Goldman Age: 52 Director Since: 2014 | Mr. Goldman has served as a director of Payoneer since 2014. Since 2006, he has served as the founder and Managing Director of Susquehanna Growth Equity, a private equity firm focused on investing in growing companies in the software and payments sectors. From 2002 to 2006, he was a Principal at TL Ventures, a venture capital firm, and he previously served as Principal at BRM Capital, a venture capital firm focused on internet infrastructure and software companies between 1999 and 2002. Mr. Goldman serves as a director in a number of private companies, such as HighRadius and HMP Global. Mr. Goldman has a Master of Business Administration from Harvard Business School and a Bachelor of Science in Economics from the Wharton School at the University of Pennsylvania. We believe Mr. Goldman’s experience in analyzing companies, investing in technology, and overseeing the growth of companies through board participation make him well qualified to serve as a director. |

  16. Continuing Directors

    | | | 2024 Proxy Statement | 5 |

  17. Continuing Directors

    | Susanna Morgan Age: 54 Director Since: 2023 | Ms. Morgan has served as a director of Payoneer since 2023. Ms. Morgan currently serves as the CEO of Agate Advisors LLC, which she founded to provide strategic consulting and advisory services for technology companies, investors, and finance executives. From 2018 to 2022, Ms. Morgan was the Chief Financial Officer of Remitly Global Inc. (NASDAQ: RELY), a mobile-first provider of remittances and financial services for immigrants. From 2015 to 2018, Ms. Morgan served as SVP, Finance & Investor Relations of Apptio (NASDAQ: APTI — subsequently acquired by IBM), a leading provider of technology business management applications. Prior to joining Apptio, between 2013 and 2015, Ms. Morgan was SVP and Global Head of Financial Planning & Analysis at Concur (NASDAQ: CNQR, acquired by SAP in 2014), a travel and expense SaaS company. She previously served in Corporate Development leadership roles at Vertafore, an insurance software company, Charles Schwab, a multinational financial services company, and Oracle, a multinational technology company, after beginning her career in strategy consulting. Ms. Morgan currently serves on the board of Mixpanel, a privately held product analytics company. Ms. Morgan holds a Master of Business Administration from Harvard Business School, a Master of Arts in International Policy Studies from Stanford University and a Bachelor of Arts with Honors in Quantitative Economics from Stanford University. We believe Ms. Morgan’s experience as a CFO and her various leadership roles in publicly traded companies make her well qualified to serve as a director. | | Rich Williams Age: 49 Director Since: 2021 | Mr. Williams has served as a director of Payoneer since 2021. Mr. Williams currently serves as CEO of The Value Studio, LLC, which he founded in 2020 to provide strategic consulting and advisory services for leading private equity and venture capital firms and their portfolio companies; managing partner of Works Capital, LLC, a private investment fund focusing on early-stage disruptive technology companies; and President and Director of Built Technologies, a private technology company serving the construction industry. Mr. Williams serves as a board member for Indiegogo, an online commerce and crowdfunding platform for entrepreneurs to launch new and groundbreaking products, and he serves as a board member of Shift One, Inc., a privately held labor marketplace technology company. From 2020 to 2021, Mr. Williams served as CEO and board member of Alkuri Global Acquisition Corp. (Alkuri; NASDAQ: KURI), a special purpose acquisition corporation favoring next-generation technology businesses in the areas of consumer internet and marketplaces, healthtech, fintech and mobility. From 2011 to 2020, Mr. Williams served in a variety of executive roles at Groupon (NASDAQ: GRPN), a small business services and products online marketplace, including serving as CEO from 2015 to 2020. From 2008 to 2011, Mr. Williams ran a variety of global marketing and advertising teams and technologies at Amazon. Prior to joining Amazon, Mr. Williams spent over seven years developing marketing programs and technologies in a variety of leadership roles at Experian (LSE: EXPN), a leading global data, analytics and financial services company. Mr. Williams also served on the boards of Groupon (NASDAQ: GRPN) and Kontoor Brands (NYSE: KTB). We believe Mr. Williams’ experience in e-commerce, technology, marketing, financial services and corporate governance make him well qualified to serve as a director. |

  18. Continuing Directors

    | 6 | | | 2024 Proxy Statement |

  19. Continuing Directors

    | Avi Zeevi Age: 73 Director Since: 2008 | Mr. Zeevi has served as a director and Chair of the Board of Directors of Payoneer since 2008. Mr. Zeevi is a FinTech entrepreneur and investor. He is Co-founder of the Viola group, a private equity investment group with over $4B of assets under management, and co-founder and General Partner of Viola Ventures, a venture capital firm. Mr. Zeevi is also a co-founder and the Chairman of the investment committee of Viola FinTech. Mr. Zeevi has been with Viola since it was founded in 2000 and has more than 40 years of experience as an entrepreneur, executive and investor. Mr. Zeevi has experience in the global financial industry through his involvement in several FinTech companies including: MINT Systems, Decalog and Actimize, where he served as an active Chairman from 2001 and until it was sold to NICE Systems (NASDAQ: NICE), and Pagaya (NASDAQ: PGY), where he serves as the Chairman of its board of directors since 2016. Mr. Zeevi is also a board member of a number of private companies, such as Duetti. Mr. Zeevi is a Board Member at The Center for Educational Technology (CET) which is dedicated to the advancement of the education system in Israel, in the Jewish world and around the globe and a Board Member at Bat Sheva Dance Company. He is also a Member of the Board of Governors of the Technion, the Israel Institute of Technology. Mr. Zeevi has a Bachelor of Science in Industrial Engineering from the Technion, the Israel Institute of Technology. We believe Mr. Zeevi’s experience with FinTech companies, and his experience as a CFO of a publicly traded company (Oshap Technologies Ltd., was traded on NASDAQ between 1993-1999) and as a board member of fast-growing technology companies through his diverse career make him well qualified to serve as a director. |

  20. Continuing Directors

    | | | 2024 Proxy Statement | 7 |

  21. Information Regarding the Board of Directors and Corporate Governance

    Information Regarding the Board of Directors and Corporate Governance This section describes key corporate governance principles and practices that we have adopted. Complete copies of the charters of the committees of the Board, our Corporate Governance Guidelines and our Code of Conduct and Ethics, described below, can be found in the Governance section on our website at investor.payoneer.com/ governance. Alternatively, you can request a copy of any of these documents free of charge by writing to: Corporate Secretary, c/o Payoneer Global Inc., 195 Broadway, 27th Floor, New York, NY 10007. Information on or accessible through our website is not incorporated by reference in this Proxy Statement.

  22. Other Information Related to Payoneer, the Directors and Executive Officers

    Other Information Related to Payoneer, the Directors and Executive Officers

  23. Compensation Philosophy, Objectives and Elements of Executive Compensation

    | Element | Objectives | Key Features | | Base Salary | • Provide competitive compensation to attract and retain executive talent. • Provides secure base of guaranteed income for services rendered. | • Set when the executive is initially employed (or promoted) and then generally reviewed annually and determined by the Compensation Committee based on individual performance and informed by market data obtained from the Compensation Committee’s independent compensation consultant. | | Annual Bonus | • Incentivizes and rewards for achievement of our key business objectives. • Aligns management and stockholder interests by linking pay to performance through key financial metrics of the company. | • Target annual bonus is set for each NEO when the executive is initially employed (or promoted) and then reviewed annually by the Compensation Committee based upon positions that have similar impact on the organization and competitive annual bonus opportunities in our market. • Actual bonus amounts paid are dependent upon achievement of specific corporate performance objectives consistent with our long-term strategic plan and some discretionary considerations, as well as individual performance, generally determined by the Compensation Committee. | | Long-Term Incentive Equity | • Motivates and rewards long-term company performance. • Aligns management and stockholder interests by linking pay to the performance of our stock. • Attracts highly-qualified executives and encourages their continued employment over the long-term through extended vesting requirements. | • Newly hired executive officers are eligible to receive an equity grant in connection with the hiring. • Annual equity opportunities are generally granted during the first quarter of the year. • Individual equity awards are determined based on a number of factors, including corporate and individual performance and market data obtained from the Compensation Committee’s independent compensation consultant. |

  24. Compensation Philosophy, Objectives and Elements of Executive Compensation

    We do not have formal policies for allocating compensation among salary, performance bonus awards and equity grants, short-term and long-term compensation or among cash and non-cash compensation. Instead, the Compensation Committee uses its judgment to establish an annual compensation program for each NEO consisting of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that is based in part on review of external peer companies’ practice (provided by Compensia) and then sets the compensation program based on what it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. We structure a significant portion of the NEOs’ annual total target compensation so that it is made up of performance-based bonus opportunities and long-term equity awards to align the executive officers’ incentives with the interests of our stockholders and our corporate goals.

  25. Executive Compensation Practices

    | What We do | What We Don’t Do | | ☑ Pay-for-Performance Philosophy. We align pay and performance by awarding a substantial portion of the compensation paid to our executives in the form of variable, “at-risk” performance-based compensation linked to achievement of rigorous performance goals. ☑ Balanced Short-Term and Long-Term Compensation. We grant compensation that discourages short-term risk taking at the expense of long-term results. ☑ Retain an Independent Compensation Committee. Our Compensation Committee is comprised solely of independent directors with extensive industry experience and engages an independent compensation consulting firm to assist with compensation benchmarking. ☑ Conduct Annual Compensation Review. The Compensation Committee conducts a review at least annually of our executive compensation philosophy and strategy, including a review of the compensation peer group used for benchmarking purposes and a resulting annual compensation market assessment from its independent compensation consultant. ☑ Stock Ownership. In 2024, we introduced stock ownership guidelines that require our executive officers and non-employee directors to own a significant amount of Payoneer equity to further align their interests with those of our shareholders. ☑ Clawback Policy. In 2023, we introduced a compensation recoupment policy designed to comply with applicable law. | ☒ No Special Executive Retirement Plans. We do not offer pension arrangements or retirement plans or arrangements with our NEOs that are different from or in addition to those offered to our other employees. ☒ No Excise Tax “Gross-Ups”. We do not provide any “gross-ups” for excise taxes that our employees might owe as a result of the application of Sections 280G or 4999 of the IRC. ☒ No Excessive Perks. We do not provide any excessive perquisites to our NEOs. ☒ Do Not Permit Hedging or Pledging. We generally prohibit directors and employees, including our NEOs, from hedging or pledging Payoneer securities. |

  26. Role of the Compensation Committee, Management and the Board

    Role of the Compensation Committee, Management and the Board The Compensation Committee is appointed by our Board of Directors and oversees our compensation policies, plans and programs with the goal of attracting, incentivizing and retaining top-quality executive management and employees. The Compensation Committee is responsible for reviewing and determining all compensation paid to our executive officers, including our NEOs, and also reviews our compensation practices and policies as they relate to risk management and advises our Board of Directors on CEO compensation. Our Compensation Committee consists solely of independent members of the Board of Directors. The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, annual bonus and equity awards) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. The Compensation Committee does not delegate authority to approve executive officer compensation. The Compensation Committee does not maintain a formal policy regarding the timing of equity awards to our executive officers. Our CEO (currently), or Co-CEOs as of January and February of 2023, evaluated and provided the Compensation Committee with performance assessments and compensation recommendations with respect to the executive

  27. Compensation Consultant’s Role in Determining Compensation

    Compensation Consultant’s Role in Determining Compensation During 2023, the Compensation Committee engaged Compensia, a nationally recognized executive compensation consulting firm, to assess executive pay levels relative to comparable companies. Compensia provided the Company with a study that reviewed the compensation levels (base salary, target bonus, target total cash compensation, annual equity grant values and resulting target total direct compensation) at Payoneer as compared to compensation levels at a set of peer companies, as further described below. Based on that analysis, the Compensation Committee discussed and determined the cash and equity compensation for Payoneer’s executive officers, including the NEOs.

  28. Fiscal 2023 Peer Group Companies

    Fiscal 2023 Peer Group Companies Compensia proposed a group of peer companies for purposes of comparing our executive compensation program against the competitive market in 2023. The Compensation Committee considered this competitive market assessment by Compensia, which was based on the peer group companies listed below, to better understand the competitive market for executive talent for purposes of compensation decisions by the Compensation Committee. The companies in the compensation peer group listed below were selected on the basis of their similarity to us in terms of industry and financial characteristics, as determined by using the following general criteria: (i) similar size, as measured primarily by revenue and market capitalization; (ii) similar industry, business model and/or product; (iii) headquartered in the United States, with a preference for comparable headcount; and (iv) preference for high-growth companies with recent initial public offerings. In 2023 we made certain adjustments to the peer group compared to the previous year, based on size, value, industry and business focus, public listing stage, or acquisition of the listed peers.

  29. Fiscal 2023 Peer Group Companies

    | AppFolio | EVERTEC | Model N | Paymentus Holdings | SPS Commerce | | AvidXchange | EVO Payments | nCino | Phreesia | Upstart Holdings | | BlackLine | Flywire | Nuvei | Q2 Holdings | Zuora | | Enova International | LendingClub | Open Lending | Repay Holdings | | | EverCommerce | Marqeta | Paya Holdings | Shift4 Payments | |

  30. Fiscal 2023 Peer Group Companies

    In setting each named executive officer’s compensation, our Compensation Committee did not target pay based on arriving at any specific percentile of market data; nor are compensation decisions made by use of a formulaic approach or any specific benchmarking with respect to the peer group data. Rather, the Compensation Committee considered the peer group data from Compensia for each annual compensation element to obtain a better understanding of the practices of our compensation peers. The Compensation Committee then relied on its judgment, taking into account the market data provided along with a range of qualitative factors (e.g., individual and company performance, individual impact/scope of role, tenure, existing equity retention hold, Company cash and equity budgets, internal pay parity considerations, location), to set an executive officer’s compensation.

  31. Fiscal 2023 Peer Group Companies

    | 28 | | | 2024 Proxy Statement |

  32. Analysis of Fiscal 2023 Compensation

    Analysis of Fiscal 2023 Compensation Compensation Elements Overview The 2023 executive compensation program consisted of the following elements: base salary, short-term incentive compensation in the form of an annual cash bonus and long-term equity incentive compensation in the form of time-vesting restricted stock units (and performance-vesting restricted stock units at hiring for some). Each element is intended to reward and motivate our NEOs in a manner consistent with our overall compensation philosophy. Each of the above-described compensation elements for our NEOs for fiscal 2023 is discussed in detail below, including a description of the element. Base Salary Base salary represents the fixed portion of the compensation of our NEOs and is an important element of compensation intended to attract and retain highly-talented individuals. Generally, we use base salary to provide each NEO with a specified level of cash compensation during the year with the expectation that he or she will perform his or her responsibilities to the best of his or her ability and in our best interests. Generally, we establish the initial base salaries of our NEOs through arm’s-length negotiation at the time we hire the individual, taking into account his or her position, qualifications, experience, prior salary level (if legally permissible), location, and the base salaries of our other NEOs. Thereafter, the Compensation Committee annually reviews the base salaries of our NEOs as part of the ongoing compensation review process, with input from our CEO (previously Co-CEOs) (except with respect to their own base salary) and makes adjustments as it determines to be reasonable and necessary to reflect the scope of a NEO’s performance, individual contributions and responsibilities, position in the case of a promotion, and market conditions. In February 2023, the Compensation Committee reviewed the base salaries of our then-current executive officers, taking into consideration the competitive market analysis prepared by the independent compensation consultant, as well as the other factors described in the section above. Following this review, the Compensation Committee approved a base salary increases for Tsafi Goldman, Arnon Kraft and Keren Levy based on their performance and deliverables and in order to bring their base salaries to levels more competitively aligned with similarly-situated executives in our peer group companies and with executives within the company. The table below sets forth the 2023 base salary for each of our NEOs and the 2022 base salary for each of the NEOs who was employed by the Company in 2022.

  33. Analysis of Fiscal 2023 Compensation

    them for results and achievements in a given year. The annual target bonus opportunities for our NEOs are generally determined by the Compensation Committee each year and are expressed as a percentage of each individual’s annual base salary. The target bonus opportunities approved for and amounts earned (as described below) by our executive officers for 2023 were as follows:

  34. Analysis of Fiscal 2023 Compensation

    | Named Executive Officer | 2023 Target Bonus Opportunity (% of Base Salary) | 2023 Target Bonus Opportunity ($ Value) | 2023 Actual Bonus Earned | | John Caplan | 100% | $475,000 | $475,000 | | Scott Galit | 100% | $475,000 | $475,000 | | Bea Ordonez | 100% | $431,250(1) | $600,000 | | Michael Levine | 65% | $260,000 | $0 | | Arnon Kraft | 75% | $210,605(2) | $210,962(2) | | Tsafi Goldman | 65% | $260,000 | $400,000 | | Keren Levy | 90% | $255,735(2) | $255,735(2) |

  35. Analysis of Fiscal 2023 Compensation

    (1) Pro-rated to Ms. Ordonez’s start date on January 16, 2023. (2) Mr. Kraft’s and Ms. Levy’s bonuses were paid in NIS (the conversion rate used to convert to a U.S. dollar amount is 3.7 NIS/$, which was based on an average of the applicable monthly end-of-month exchange rates). 2023 Annual Bonus Goal Setting The performance goals and objectives under our annual bonus program were approved by our Compensation Committee during the applicable fiscal year. The performance metrics and related targets against which performance is measured are generated through our annual budget and strategic planning process. For 2023, the Compensation Committee determined that the performance goals that would drive funding of our annual bonus pool, including for amounts to be earned by our NEOs, would be at 50% based on revenue, 25% based on Adjusted EBITDA, 7.5% based on an internal metric tied to growth in our B2B business, 7.5% based on an operational metric pertaining to certain technology enhancements, and 10% based on discretionary considerations of the Compensation Committee. The Compensation Committee determined that the targets, based on annual budget and strategic considerations would be $820 million for revenue (with a minimum requirement of $705 million and a maximum of $850 million), $145 million for Adjusted EBITDA (with a minimum requirement of $115 million and a maximum of $160 million), certain growth targets in our B2B business and the achievement of a certain operational metric related to platform enhancement efforts, with the funding to range from 50% to 120% based on performance versus target. The discretionary portion had a maximum company funding level of 120% as well, with no guaranteed minimum and was included in order for the Compensation Committee to specifically address other considerations that may impact company performance, including volatile markets, global disputes and other uncertainties relating to both micro and macro-economic factors that are not included in other goals. 2023 Annual Bonus Decisions In February 2024, the Compensation Committee reviewed our actual performance and determined both the overall funding of the cash bonus pool and the individual amounts to be paid to our NEOs. The Compensation Committee reviewed our actual performance for fiscal 2023, and according to such results we achieved slightly over 100% of our revenue target for the year, and well in excess of the 120% maximum target threshold for Adjusted EBITDA for the year, resulting in funding at the cap of 120% related to this metric. In addition, we achieved the minimum funding threshold pertaining to B2B growth and did not achieve the minimum funding threshold related to platform enhancement efforts. The Compensation Committee then considered a number of different factors, including our strong performance in a challenging environment, particularly in light of the impact of certain global conflicts, the overall economic pressures, leadership transition, as well as considerations relating to internal operations, and determined that the discretionary component of the annual bonus pool was attained at 100% of

  36. Analysis of Fiscal 2023 Compensation

    target, resulting in an overall funding of the annual bonus pool of 97.7%. The Compensation Committee attributed this level of attainment to proactive, prudent, and effective management during uncertain economic times. The Compensation Committee then considered the individual bonuses for each of our NEOs and determined that due to their individual strong performances, with respect to the 2023 annual bonus, some of the NEOs who are eligible for annual bonuses for 2023 would receive a bonus equal to approximately 100% of their individual target bonus amount (up from 97.7%). Ms. Ordonez and Ms. Goldman’s 2023 annual bonuses were above their individual targets (139% and 154%, respectively), as the areas of their role responsibilities were expanded during the year, and the committee wished to reward them for outstanding performance during a particularly challenging year. The actual amounts paid to our NEOs for the 2023 annual bonus are set forth in the “Bonus” column of the Summary Compensation Table. Sign-On Bonus In connection with commencing employment with the Company, the Company agreed to pay Ms. Ordonez a $1,200,000 sign-on bonus in large part to address certain amounts that she forfeited in connection with her leaving her prior employer. The sign-on bonus was subject to repayment by Ms. Ordonez if she voluntarily resigned prior to the first anniversary of her start date or if her employment was terminated by the Company for Cause (as defined in Ms. Ordonez’s employment agreement). Equity Incentive Compensation We view long-term equity incentive compensation as a critical element of our executive compensation program. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are a direct incentive for our NEOs to create value for our stockholders. Equity awards also help us retain qualified executive officers in a competitive market. Annual Equity Awards Long-term incentive compensation opportunities in the form of equity awards are granted to our NEOs by the Compensation Committee. As with other elements of compensation, the Compensation Committee determines the amount of long-term incentive compensation for our NEOs as part of its annual compensation review or at time of hire and after taking into consideration the individual executive officer’s responsibilities and performance, existing equity retention profiles, and our total annual projected equity budget. For annual equity awards to NEOs other than the CEO (then Co-CEOs), the Compensation Committee also takes into account the recommendations of the CEO (then Co-CEOs) with respect to appropriate grants and any particular individual circumstances. The amounts of the equity awards are intended to provide competitive long-term incentives and resulting target total direct compensation opportunities that the Compensation Committee believes are reasonable and appropriate taking into consideration the factors described herein. During the first quarter of 2023, the Compensation Committee determined to grant our incumbent NEOs long-term incentive compensation opportunities in the form of time-vesting restricted stock units (“RSUs”) that may vest and be settled for shares of our common stock. Since the value of RSUs fluctuates with any change in the value of the underlying shares, they serve as an incentive that aligns the interests of our NEOs with the long-term interests of our stockholders. The RSUs granted as part of the annual equity grants generally vest as follows: 25% vest on the first anniversary of the date of grant, and the remaining 75% vest in twelve (12) equal quarterly installments over the following three-year period, in each case subject to the applicable NEO’s continued employment through each vesting date. Because of this multi-year vesting requirement, RSUs serve our long-term retention objectives since our NEOs generally must remain continuously employed by us through the applicable vesting dates in order to fully vest and earn these RSUs. Additionally, because of their “full value” nature (as opposed to appreciation awards like stock options), RSUs deliver the desired grant date fair value using a lesser number of shares than an equivalent stock option grant, thereby enabling us to reduce the dilutive impact of our long-term incentive award mix and to use our equity compensation resources more efficiently.

  37. Analysis of Fiscal 2023 Compensation

    New Hire Equity Awards Ms. Ordonez negotiated sign-on equity awards in connection with her hiring. Her employment agreement included an obligation for the Company to grant equity awards upon her commencing employment with the Company. The Compensation Committee has generally determined that initial equity grants are important in order to recruit and retain senior executives in the competitive market. The Compensation Committee determined that granting the mix of time-vesting and performance-vesting RSUs created the right set and mix of incentives for Ms. Ordonez. In connection with Ms. Ordonez’s hiring as Deputy Chief Financial Officer in January 2023 and subsequent appointment as Chief Financial Officer in March 2023, Ms. Ordonez negotiated sign-on equity grants of 1,750,000 time-vesting RSUs that vest on the same schedule as RSUs granted under annual equity award grants based on the applicable start date and up to a maximum of 600,000 RSUs that vest based on both the time-vesting schedule of the time-vesting RSUs and upon the achievement by the Company of target stock prices, with 200,000 RSUs performance vesting upon the achievement of stock prices of each of $10.00, $15.00 and $20.00 with the target stock prices only deemed to have been achieved if the closing price of the Company’s stock is at or above the applicable target stock price for a minimum of 20 out of 30 consecutive trading days occurring on or before January 8, 2028. Equity Awards Granted in 2023 As described above, for our NEOs, the Compensation Committee determined in February 2023 that the annual equity awards for 2023 to be granted to NEOs should be in the form of time-vesting RSUs that are settled in shares of our common stock. The number of RSUs granted to our NEOs as annual awards was determined by the Compensation Committee after considering the factors described herein and above. Each of our NEOs received RSU allocations based on the Compensation Committee’s review of the competitive market data for their respective positions, the size and vesting schedule of the equity awards previously granted to them, existing equity retention profiles, individual performance and impact, scope of role, tenure, internal pay parity considerations and location of executive. As noted above, Ms. Ordonez received a grant of sign-on equity awards in connection with commencing employment with the Company. These equity awards were individually negotiated and reflected the competitive market for talent at the executive level. The following table sets forth the equity awards granted to our NEOs in 2023 (including both the annual equity grants and the equity grants made to the newly hired NEO) and the aggregate grant date fair value of the equity awards:

  38. Analysis of Fiscal 2023 Compensation

    | Named Executive Officer | Time-Based RSUs | Performance- Based RSUs | Stock Options | Aggregate Grant Date Fair Value ($)(1) | | John Caplan | 0 | 0 | 0 | 0 | | Scott Galit | 0 | 0 | 0 | 0 | | Bea Ordonez | 1,750,000 | 600,000 | 0 | 11,704,500 | | Michael Levine | 0 | 0 | 0 | 0 | | Arnon Kraft | 300,000 | 0 | 0 | 1,677,000 | | Tsafi Goldman | 500,000 | 0 | 0 | 2,795,000 | | Keren Levy | 200,000 | 0 | 0 | 1,118,000 |

  39. Analysis of Fiscal 2023 Compensation

    (1) Amounts reported represent the aggregate grant date fair value of equity awards granted to our NEOs under our 2021 Omnibus Incentive Plan, computed in accordance with Financial Accounting Standard Board Accounting Standards Codification, Topic 718 (“ASC Topic 718”), excluding the effect of estimated forfeitures. The assumptions used in calculating the grant date fair value of the equity awards in this table are set

  40. Employment Arrangements

    2024 until June 30, 2024 (the “Transition Period”). During the Transition Period, Mr. Galit will (i) receive an annual base salary equal to his current annual base salary, and (ii) participate in Payoneer Inc.’s benefit plans. In addition, as of April 2, 2024, Mr. Galit transitioned off the Risk Committee of the Company’s Board of Directors. From the end of the Transition Period through May 31, 2025 or, if earlier, Mr. Galit’s last day as a member of the Company’s Board of Directors (the “Residual Period”), Mr. Galit will continue to serve as a member of the Company’s Board of Directors. During the Residual Period, Mr. Galit (i) will not receive compensation under the Company’s Non-Employee Director Compensation Plan. (ii) subject to his execution of a release of claims in favor of the Company, will be entitled to the continued vesting of outstanding equity awards pursuant to their original vesting schedule and (iii) may exercise vested options for 180 days following the Residual Period. In the event that Mr. Galit is re-elected for an additional term on the Company’s Board of Directors (the “Additional Board Term”), he shall be entitled to no compensation under the Company’s Non-Employee Directors Compensation Plan for the first year of the Additional Board Term, but will be entitled to (i) the continued vesting of equity awards pursuant to their original vesting schedule; and (ii) exercise vested options during the Additional Board Term and 180 days thereafter to. Finally, the Galit Transition Agreement provides that Mr. Galit will be subject to non-compete covenants during the Residual Period and any Additional Board Term and to non-solicitation covenants for a period of 12 months following the Separation Date. On February 23, 2021, a subsidiary of Payoneer entered into an employment agreement with Mr. Kraft (the “Kraft Employment Agreement”), the terms of which are governed under Israeli law. Pursuant to the terms of the Kraft Employment Agreement, either party may terminate the agreement with at least six (6) months prior written notice. The agreement provides for an initial annual base salary of 960,000 NIS (inclusive of overtime payments), an initial annual cash bonus opportunity of up to 75% of annual base salary, and participation in certain benefit plans, including a company-provided insurance policy or pension fund (which includes both company and employee contributions and is provided in lieu of severance pay component), annual recreation allowance and study fund, in each case as provided under Israeli law or local market practice. On October 9, 2021, a subsidiary of Payoneer entered into an amended and restated employment agreement with Ms. Goldman (the “Goldman Employment Agreement”) providing for her employment as Chief Legal and Regulatory Officer. The Goldman Employment Agreement provides that Ms. Goldman is entitled to receive an initial annual base salary of $360,000, an initial annual incentive bonus with a target equal to 50% of her base salary, and participation in certain benefit plans. The Goldman Employment Agreement also provides for certain benefits relating to her relocation to the United States. In addition, pursuant to the terms of the Goldman Employment Agreement, Ms. Goldman must give the Company one hundred eighty (180) days’ notice in connection with a resignation. On December 18, 2022, a subsidiary of the Company entered into an employment agreement with Ms. Ordonez (the “Ordonez Employment Agreement”) providing for her employment as Deputy Chief Financial Officer and subsequently Chief Financial Officer. The Ordonez Employment Agreement provides that Ms. Ordonez is entitled to receive an annual base salary of $450,000, an annual incentive bonus with a target equal to 100% of her base salary, a signing bonus of $1,200,000 (subject to repayment if Ms. Ordonez resigns prior to the first anniversary of her start date or is terminated by the Company for “Cause,” (as defined in the Ordonez Employment Agreement)) and participation in certain benefit plans. The Ordonez Employment Agreement also provided for the grant of (i) 1,750,000 RSUs, that service-vest over a four-year period and (ii) up to a maximum of 600,000 RSUs that vest based on both the achievement by the Company of certain stock price targets and satisfying the service-vesting condition requirements. In addition, pursuant to the terms of the Ordonez Employment Agreement, Ms. Ordonez must give the Company one hundred eighty (180) days’ notice in connection with a resignation. On October 11, 2011, a subsidiary of Payoneer entered into an employment agreement with Mr. Levine (the “Levine Employment Agreement”), providing for his employment as Chief Financial Officer of Payoneer. On January 16, 2023, in connection with his ceasing to be the Chief Financial Officer and his related transition, Mr. Levine entered into a separation agreement (the “Levine Separation Agreement”) that provides for (i) salary continuation payments through January 1, 2024 in an amount equal to his current annual base salary, payable in accordance with the Company’s regular payroll schedule; (ii) cash severance payment equal to $400,000, less applicable taxes and

  41. Employment Arrangements

    withholdings, to be paid in two equal installments; (iii) acceleration as of January 1, 2024 of the vesting of his restricted stock units and his options to purchase the Company’s common stock that would have vested had he remained employed through March 31, 2024; and (iv) participation in the Company’s benefit plans through January 1, 2024. The Levine Separation Agreement also provides for certain non-compete and non-solicitation obligations that Mr. Levine agrees to comply with, for a period of eighteen months following March 15, 2023. On December 5, 2013, a subsidiary of Payoneer entered into an employment agreement with Ms. Levy (the “Levy Employment Agreement”), the terms of which are governed under Israeli law and reflect her employment as Chief Operations Officer since 2009. Her role was changed to President in 2021. On September 5, 2023, in connection with Ms. Levy’s departure from the Company, Payoneer Research and Development Ltd. and Ms. Levy entered into a Separation Agreement (the “Levy Separation Agreement”). The Separation Agreement provides that Ms. Levy will cease to serve as President, as well as General Manager of Merchant Services, on September 30, 2023 (the “Transition Date”). Ms. Levy will continue to be employed as a non-executive employee until June 30, 2024 (the “Separation Date”) to support the transition of her role as General Manager of Merchant Services during the first three months of such period, and then to be reasonably available to assist on matters relating to areas of her work from time to time through the Separation Date. The Separation Agreement provides for a release of claims upon the receipt of the following amounts and benefits, subject to continued compliance with its terms: (i) salary continuation payments through the Separation Date and eligibility for the 2023 annual bonus; (ii) participation in the Company’s benefit plans through the Separation Date, (iii) payment of the value of any accrued but unused vacation days up until and including the Transition Date, and (iv) continued vesting of her equity awards through the Separation Date. The Separation Agreement also provides Ms. Levy’s agreement to certain non-compete and non-solicitation obligations in exchange for the benefits detailed above, for a period of 12 months following the Transition Date.

  42. Summary Compensation Table

    Summary Compensation Table The following table shows, for the fiscal years ended 2023, 2022 and 2021, compensation awarded to or paid to, or earned by, our named executive officers.

  43. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary | Bonus | Stock Awards | Option Awards | All Other Compensation | Total | | | | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | Scott Galit Current Senior Advisor and Director and former Co-Chief Executive Officer | 2023 | 475,000 | 475,000 | — | — | 13,200 | 963,200 | | | 2022 | 475,000 | 475,000 | 2,097,600 | — | 12,200 | 3,059,800 | | | 2021 | 421,570 | 450,000 | 3,278,465 | 992,255 | 16,020 | 5,158,309 | | John Caplan Current Chief Executive Officer and Director and former Co-Chief Executive Officer | 2023 | 475,000 | 475,000 | — | — | — | 950,000 | | | 2022 | 286,217 | 302,000 | 13,409,396 | 1,125,907 | — | 15,123,520 | | Michael Levine Former Chief Financial Officer | 2023 | 418,909 | — | — | — | 213,200 | 632,109 | | | 2022 | 400,000 | 260,000 | 1,215,500 | — | 12,200 | 1,887,700 | | | 2021 | 351,321 | 247,000 | 1,311,270 | 350,620 | 11,600 | 2,271,811 | | Bea Ordonez Chief Financial Officer | 2023 | 415,674 | 1,800,000 | 11,704,500 | — | 13,200 | 13,933,374 | | Arnon Kraft Chief Operating Officer | 2023 | 280,807 | 210,962 | 1,677,000 | — | 17,506 | 2,186,275 | | | 2022 | 299,109 | 335,878 | 1,215,500 | — | 15,978 | 1,866,465 | | | 2021 | 226,477 | 207,120 | 3,309,042 | — | 12,226 | 3,754,864 | | Tsafi Goldman Chief Legal & Regulatory Officer | 2023 | 400,000 | 400,000 | 2,795,000 | — | 13,200 | 3,608,200 | | | 2022 | 360,000 | 400,000 | 884,000 | — | 12,200 | 1,656,200 | | Keren Levy Former President | 2023 | 284,150 | 255,735 | 1,118,000 | — | 18,470 | 1,676,355 |

  44. Summary Compensation Table

    (1) Amount reflects the base salary in effect and actually paid to each NEO during 2021, 2022 and 2023. Mr. Caplan’s base salary in 2022 reflects the prorated amount he was paid based on his May 25, 2022 hire date. Ms. Ordonez’s base salary in 2023 reflects the prorated amount she was paid based on her January 16th, 2023 hire date. Mr. Kraft’s base salary was paid in NIS (the conversion rate used to convert to a U.S. dollar amount is 3.23 NIS/$ for 2021, 3.37 NIS/$ for 2022 and 3.7 NIS/$ for 2023, which was based on an average of the monthly end-of-month exchange rates). Ms. Levy’s base salary was paid in NIS (the conversion rate used to convert to a U.S. dollar amount is 3.7 NIS/$ for 2023, which was based on an average of the monthly end-of-month exchange rates). (2) Amount reflects bonus received in February 2024’s payroll cycle for performance in 2023 and a sign-on bonus for Ms. Ordonez. Mr. Kraft’s and Ms. Levy’s bonuses were paid in NIS (the conversion rate used to convert to a U.S. dollar amount is 3.7 NIS/$ for 2023). For more information, see “Cash Incentive Compensation” above. The amount attributed to Ms. Ordonez’s bonus reflects a sign-on bonus in addition to her annual bonus. For more information, see “Sign-On Bonus” above. (3) Amount reflects the full grant-date fair value of restricted stock units (“RSUs”) in accordance with ASC Topic 718 granted pursuant to the 2021 Plan. (4) Amount reflects the full grant-date fair value of options granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all option awards made to executive officers in Note 19 to our consolidated financial statements in our Annual Report on Form 10-K. The stock option awards granted to each of our NEOs consisted of at-the-money options. (5) Amount reflects company contribution to 401(k) for U.S. executives or pension for Israeli executives, as applicable. The amount attributed to Mr. Levine includes one installment of severance payments paid pursuant to his separation agreement. For more information, see “Employment Arrangements” above.

  45. Summary Compensation Table

    | | | 2024 Proxy Statement | 37 |

  46. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  47. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(3) | | (a) | (b) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Scott Galit | — | — | — | — | — | — | — | — | | John Caplan | — | — | — | — | — | — | — | — | | Michael Levine | — | — | — | — | — | — | — | — | | Bea Ordonez | 2/14/2023 | 200,000(1) | 400,000(1) | 600,000(1) | 1,750,000(2) | — | — | $11,704,500 | | Arnon Kraft | 2/14/2023 | — | — | — | 300,000(2) | — | — | $1,677,000 | | Tsafi Goldman | 2/14/2023 | — | — | — | 500,000(2) | — | — | $2,795,000 | | Keren Levy | 2/14/2023 | | | | 200,000(2) | | | $1,118,000 |

  48. Grants of Plan-Based Awards

    (1) Represents RSUs which were granted on the date and in the amount shown in the table above and vest upon the achievement of both a time-based vesting condition and a stock price based performance condition as follows: one-fourth will satisfy the time-based vesting condition on January 16, 2024 and the remainder will satisfy the time-based vesting condition in 1/16 installments of the total number of restricted stock units on a quarterly basis thereafter, provided that Ms. Ordonez remains in continuous service on each applicable time-vesting date; and the stock price based performance condition will be determined to have been achieved with respect to (i) 200,000 restricted stock units upon the achievement of a target stock price of $10.00, (ii) 200,000 restricted stock units upon the achievement of a target stock price of $15.00 and (iii) 200,000 restricted stock units upon the achievement of a target stock price of $20.00, with the target stock prices only deemed to have been achieved if the closing price is at or above the applicable target stock price for a minimum of 20 out of 30 consecutive trading days occurring on or before January 8, 2028, subject to Ms. Ordonez remaining in continuous service through the achievement of each of the applicable target stock prices. (2) Represents RSUs which were granted on the dates and in the amounts shown in the table above, and generally vest as follows: 25% of the RSUs vest on the first anniversary of the grant date or on such other approved date and the remaining 75% vest in ratable quarterly installments over the following three-year period such that the award is fully vested four years or such other shorter approved period after the grant date as applicable, in each case subject to the executive’s continued service with Payoneer through the applicable vesting dates. (3) Amount reflects the full grant-date fair value of options and RSUs granted during 2023 computed in accordance with ASC Topic 718.

  49. Grants of Plan-Based Awards

    | 38 | | | 2024 Proxy Statement |

  50. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  51. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(1) | | | | Restricted Stock Unit Awards | | | | | Name | Vesting Commencement Date | Numbers of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Unexercisable Options | Option Exercise Price | Option Expiration Date | Numbers of Securities Underlying Unvested Restricted Stock Units(2) | Market or Payout Value of Outstanding Restricted Stock Units(3) | Equity Incentive Plan Awards: Number of Unearned Securities that Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Securities That Have Not Vested(3) | | | | | (#) | ($) | | (#) | ($) | (#) | ($) | | Scott Galit | 2/4/2015 | 1,778,795 | — | $0.62 | 2/1/2025 | | | | | | | 2/17/2016 | 2,456,152 | — | $1.41 | 2/14/2026 | | | | | | | 2/13/2017 | 277,762 | — | $3.02 | 2/11/2027 | | | | | | | 2/6/2018 | 940,000 | — | $2.80 | 2/4/2028 | | | | | | | 2/13/2019 | 1,292,067 | — | $2.90 | 2/10/2029 | | | | | | | 3/19/2020 | 338,400 | 22,560 | $2.74 | 3/17/2030 | | | | | | | 2/5/2021 | 182,888 | 83,132 | $7.87 | 2/3/2031 | | | | | | | 3/19/2020 | | | | | 33,840 | $176,306 | | | | | 2/5/2021 | | | | | 124,844 | $650,437 | | | | | 9/9/2021 | | | | | | | 10,000(4) | $13,600 | | | 3/1/2022 | | | | | 258,750 | $1,348,088 | | | | John Caplan | 7/1/2022 | 187,500 | 312,500 | $3.98 | 6/28/2032 | | | | | | | 7/1/2022 | | | | | | | 2,500,000(5) | $8,875,936 | | | 7/1/2022 | | | | | 1,250,000 | $6,512,500 | | | | Michael Levine | 1/28/2015 | — | — | $0.62 | 1/25/2025 | | | | | | | 2/17/2016 | 751,857 | — | $1.41 | 2/14/2026 | | | | | | | 2/13/2017 | 235,000 | — | $3.02 | 2/11/2027 | | | | | | | 2/6/2018 | 470,000 | — | $2.80 | 2/4/2028 | | | | | | | 2/13/2019 | 605,841 | — | $2.90 | 2/10/2029 | | | | | | | 3/19/2020 | 141,000 | 9,400 | $2.74 | 3/17/2030 | | | | | | | 2/5/2021 | 64,625 | 29,375 | $7.87 | 2/3/2031 | | | | | | | 3/19/2020 | | | | | 14,100 | $73,461 | | | | | 2/5/2021 | | | | | 44,063 | $229,568 | | | | | 9/9/2021 | | | | | | | 15,000(4) | $20,400 | | | 2/22/2022 | | | | | 154,687 | $805,919 | | | | Bea Ordonez | 2/14/2023 | | | | | 1,750,000 | $9,117,500 | | | | | 2/14/2023 | | | | | | | 600,000(6) | $1,342,796 |

  52. Outstanding Equity Awards at Fiscal Year-End

    | | | 2024 Proxy Statement | 39 |

  53. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(1) | | | | Restricted Stock Unit Awards | | | | | Name | Vesting Commencement Date | Numbers of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Unexercisable Options | Option Exercise Price | Option Expiration Date | Numbers of Securities Underlying Unvested Restricted Stock Units(2) | Market or Payout Value of Outstanding Restricted Stock Units(3) | Equity Incentive Plan Awards: Number of Unearned Securities that Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Securities That Have Not Vested(3) | | | | | (#) | ($) | | (#) | ($) | (#) | ($) | | Arnon Kraft | 9/9/2021 | | | | | | | 10,000(4) | $13,600 | | | 9/9/2021 | | | | | 99,307 | $517,389 | | | | | 2/22/2022 | | | | | 154,687 | $805,919 | | | | | 2/14/2023 | | | | | 300,000 | $1,563,000 | | | | Tsafi Goldman | 1/28/2015 | 75,946 | — | $0.62 | 1/25/2025 | | | | | | | 2/17/2016 | 43,209 | — | $1.41 | 2/14/2026 | | | | | | | 7/19/2016 | 37,600 | — | $1.81 | 7/17/2026 | | | | | | | 2/13/2017 | 94,000 | — | $3.02 | 2/11/2027 | | | | | | | 2/6/2018 | 112,800 | — | $2.80 | 2/4/2028 | | | | | | | 2/13/2019 | 131,600 | — | $2.90 | 2/10/2029 | | | | | | | 3/19/2020 | 105,750 | 7,050 | $0.01 | 3/17/2030 | | | | | | | 3/19/2020 | 70,500 | 4,700 | $2.74 | 3/17/2030 | | | | | | | 2/5/2021 | 51,700 | 23,500 | $7.87 | 2/3/2031 | | | | | | | 2/5/2021 | | | | | 35,250 | $183,653 | | | | | 9/9/2021 | | | | | | | 15,000(4) | $20,400 | | | 2/22/2022 | | | | | 112,500 | $586,125 | | | | | 2/14/2023 | | | | | 500,000 | $2,605,000 | | | | Keren Levy | 4/9/2014 | 189,120 | — | $0.54 | 4/6/2024 | | | | | | | 1/28/2015 | 300,800 | — | $0.62 | 1/25/2025 | | | | | | | 2/17/2016 | 429,016 | — | $1.41 | 2/14/2026 | | | | | | | 2/13/2017 | 235,000 | — | $3.02 | 2/11/2027 | | | | | | | 2/6/2018 | 470,000 | — | $2.80 | 2/4/2028 | | | | | | | 2/13/2019 | 636,594 | — | $2.90 | 2/10/2029 | | | | | | | 3/19/2020 | 211,500 | 14,100 | $0.01 | 3/17/2030 | | | | | | | 3/19/2020 | 141,000 | 9,400 | $2.74 | 3/17/2030 | | | | | | | 2/5/2021 | 96,937 | 44,063 | $0.01 | 2/3/2031 | | | | | | | 2/5/2021 | 64,625 | 29,375 | $7.87 | 2/3/2031 | | | | | | | 9/9/2021 | | | | | | | 10,000(4) | $13,600 | | | 2/22/2022 | | | | | 120,937 | $630,082 | | | | | 2/14/2023 | | | | | 200,000 | $1,042,000 | | |

  54. Outstanding Equity Awards at Fiscal Year-End

    | 40 | | | 2024 Proxy Statement |

  55. Outstanding Equity Awards at Fiscal Year-End

    (1) Represents stock option awards which were granted on the dates and in the amounts shown in the table above. 25% of the options vest upon the first anniversary of the grant date or on such other approved date, as applicable, with the remaining 75% vesting in ratable quarterly installments over the following three-year period such that the award is fully vested four years or such other shorter approved period after the grant date, as applicable, in each case subject to the executive’s continued service with Payoneer through the applicable vesting dates. (2) Represents RSUs which were granted on the dates and in the amounts shown in the table above, and generally vest as follows: 25% of the RSUs vest on the first anniversary of the grant date or on such other approved date and the remaining 75% vest in ratable quarterly installments over the following three-year period such that the award is fully vested four years or such other shorter approved period after the grant date as applicable, in each case subject to the executive’s continued service with Payoneer through the applicable vesting dates. (3) Amounts set forth in this column are based on the per share closing price of Payoneer common stock on December 29, 2023, the last business day of the fiscal year ended December 31, 2023, which was $5.21. (4) Represents RSUs which were granted on the dates and in the amounts shown in the table above and vest as follows (after taking into account 50% of the original grant that was forfeited because during the first 30 months immediately following June 25, 2021 (which was the closing date of the Reorganization), the closing price of a share of the Company common stock was never greater than or equal to $15.00 over any 20 trading days within any 30 trading day period): the RSUs will vest and settle into shares of common stock if, at any time during the 60 months immediately following June 25, 2021, the closing price of a share of the Company common stock is greater than or equal to $17.00 over any 20 trading days within any 30 trading day period, in each case, provided that the applicable NEO remains in continuous service on each applicable vesting date. (5) Represents RSUs which were granted on the date and in the amount shown in the table above and vest upon the achievement of both a time-based vesting condition and a stock price based performance condition as follows: one-fourth will satisfy the time-based vesting condition on May 25, 2023 and the remainder will satisfy the time-based vesting condition in 1/16 installments of the total number of restricted stock units on a quarterly basis thereafter, provided that Mr. Caplan remains in continuous service on each applicable time-vesting date; and the stock price based performance condition will be determined to have been achieved with respect to 500,000 RSUs (up to a maximum of 2,500,000 RSUs) upon the achievement of each of the following target stock prices: $9.00, $11.00, $13.00, $15.00, and $20.00, with the target stock prices only deemed to have been achieved if the closing price is at or above the applicable target stock price for a minimum of 20 out of 30 consecutive trading days within ten years of the start date, subject to Mr. Caplan remaining in continuous service through the achievement of each of the applicable target stock prices. (6) Represents RSUs which were granted on the date and in the amount shown in the table above and vest upon the achievement of both a time-based vesting condition and a stock price based performance condition as follows: one-fourth will satisfy the time-based vesting condition on January 16, 2024 and the remainder will satisfy the time-based vesting condition in 1/16 installments of the total number of restricted stock units on a quarterly basis thereafter, provided that Ms. Ordonez remains in continuous service on each applicable time-vesting date; and the stock price based performance condition will be determined to have been achieved with respect to (i) 200,000 restricted stock units upon the achievement of a target stock price of $10.00, (ii) 200,000 restricted stock units upon the achievement of a target stock price of $15.00, and (iii) 200,000 restricted stock units upon the achievement of a target stock price of $20.00, with the target stock prices only deemed to have been achieved if the closing price is at or above the applicable target stock price for a minimum of 20 out of 30 consecutive trading days occurring on or before January 8, 2028, subject to Ms. Ordonez remaining in continuous service through the achievement of each of the applicable target stock prices.

  56. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  57. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | Scott Galit | — | — | 436,485 | $2,495,920 | | John Caplan | — | — | 750,000 | $3,526,250 | | Michael Levine | 72,800 | $393,120 | 211,963 | $1,157,331 | | Bea Ordonez | — | — | — | — | | Arnon Kraft | — | — | 199,759 | $1,098,876 | | Tsafi Goldman | — | — | 115,700 | $636,308 | | Keren Levy | — | — | 94,063 | $515,330 |

  58. Option Exercises and Stock Vested

    | | | 2024 Proxy Statement | 41 |

  59. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We provide the following severance benefits to our NEOs in the event of a qualifying termination under the terms of their employment agreements:

  60. Director Compensation

    Director Compensation During 2023, some of the non-employee directors received annual cash compensation for services provided as directors, and some waived their fees.

  61. Director Compensation in 2023

    Director Compensation in 2023 The following table presents the total compensation each of our non-employee directors earned during the year ended December 31, 2023.

  62. Director Compensation in 2023

    | | Fees Earned or Paid in Cash | Stock Awards | Stock Option Awards | All Other Compensation | Total | | | ($) | ($)(1) | ($) | ($) | ($) | | Avi Zeevi | 75,000 | 61,640 | — | — | 136,640 | | Amir Goldman | 32,005 | 8,217 | — | — | 40,222 | | John C. (Hans) Morris(2) | — | — | —(2) | — | — | | Christopher (Woody) Marshall | — | — | — | — | — | | Heather Tookes(3) | 10,007 | — | — | — | 10,007 | | Rich Williams | 47,926 | 149,998 | — | — | 197,924 | | Pamela H. Patsley | 55,000 | 149,998 | — | — | 204,998 | | Sharda Caro Del Castillo | 33,646 | 330,813 | | | 364,459 | | Susanna Morgan | 26,332 | 299,999 | — | — | 326,331 |

  63. Director Compensation in 2023

    (1) Each of Mr. Williams, Ms. Patsley, Ms. Caro Del Castillo, Mr. Zeevi, Mr. Goldman and Ms. Morgan held 36,144 RSUs, 36,144 RSUs, 57,094 RSUs, 14,853 RSUs, 1,980 RSUs and 72,289 RSUs, respectively, as of December 31, 2023, that vest in equal quarterly installments over a three-year period or such other shorter approved period from the date of grant. (2) Mr. Morris left the Board of Directors of Payoneer at the Annual General Meeting on May 31, 2023. Mr. Morris, as general partner of Nyca Investment Partnership, LP indirectly held fully vested options to acquire 607,010 shares, with a per share exercise price of $0.54, which were exercised on June 1, 2023. (3) Ms. Tookes left the Board of Directors of Payoneer on March 17, 2023. Payoneer’s Non-Employee Director Compensation Plan provides non-employee directors with the following annual cash retainers for service on our Board of Directors and its standing committees: • a $30,000 annual cash retainer for service as a member of the Board of Directors; • an additional $30,000 annual cash retainer for serving as the Chair of the Board of Directors; and • the following additional cash retainers for service on the standing committees of the Board of Directors: • Audit Committee — $10,000 (or $20,000 as Chair) • Compensation Committee — $7,500 (or $15,000 as Chair) • Nominating & Corporate Governance Committee — $5,000 (or $10,000 as Chair) • Risk Committee — $5,000 (or $10,000 as Chair) In addition to the cash compensation, the Non-Employee Director Compensation Plan provides that our non-employee directors will be granted an initial equity award of RSUs upon joining the Board of Directors, with a grant date value of $300,000, and in addition an annual equity award of RSUs, with a grant date value of $150,000. The initial equity award and the annual equity award each vest in three equal annual installments over the three-year period following the date of grant, in each case subject to continued service through such date. Non-employee directors who were appointed to the Board of Directors prior to the adoption of the Non-Employee Director Compensation Plan and received RSUs in connection with their appointment to the Board of Directors were not eligible to receive their first annual equity award until the 2023 annual meeting (if still serving on the Board of Directors at that time).

  64. Director Compensation in 2023

    | | | 2024 Proxy Statement | 45 |

  65. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure In accordance with the requirements of Item 402(u) of Regulation S-K (which we refer to as the “Pay Ratio Rule”), we are providing the following estimated information about the relationship of the median of the annual total compensation of all our employees (other than our Chief Executive Officer) and the annual total compensation of Mr. John Caplan, who became our sole Chief Executive Officer on March 1, 2023 after joining the Company as Co-Chief Executive Officer on May 25, 2022. For 2023, our last completed fiscal year, the median of the annual total compensation of all our employees (determined as described below and excluding our Chief Executive Officer) was $105,144.55; and the annual total compensation of our Chief Executive Officer for purposes of the pay ratio calculation was, as reported in the 2023 Summary Compensation Table included elsewhere in this Proxy Statement, $950,000. Based on the foregoing, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all our employees is approximately 9 to 1. Payoneer is a global company, with workforce located in 34 countries around the world. We strive to create a competitive global compensation program, and accordingly, our compensation programs are designed to reflect local market practices across our global operations. Our methodology to identify the median of the annual total compensation of all our employees included the following material assumptions, adjustments and estimates: • We chose December 31, 2023, which is the last day of our most recently completed fiscal year, as the determination date. As of December 31, 2023, our total employee population consisted of approximately 2,085 individuals working at our U.S. entity and other consolidated subsidiaries, with approximately 8.3% of employees based in the U.S. and 91.7% based in jurisdictions outside of the U.S. This population consisted of our full-time and part-time employees, including temporary employees. It excluded independent contractors, consultants, or workers employed through a third-party provider. • To identify our median employee from our employee population, we combined the base salary and commissions paid during 2023 as well as the annual bonus paid in February 2024 for the 2023 year-end cycle, and the aggregate grant date fair value of equity awards granted to employees in 2023, as reflected in our global human resources and equity management systems. In making this determination, we annualized base salaries for those employees who were hired in 2023 but were not employed for the entire 2023 fiscal year (excluding temporary workers). The elements in this compensation measure are representative of the principal forms of compensation delivered to our employees. • For employees outside of the U.S., we converted their compensation to U.S. dollars using the average of the applicable daily exchange rate for the year ended December 31, 2023. We did not make any cost-of-living adjustments nor adaptations to the differences that may appear in local market practices and salaries in identifying the median employee. • Using the methodologies described above, we determined that our “median employee” was a full-time, salaried employee located in Israel. • Once we identified our median employee, we identified and calculated the elements of that employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(x) of Regulation S-K, while annualizing their base salary and pension. For the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our “2023 Summary Compensation Table” in this Proxy Statement. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and apply various assumptions. In addition, other companies have different employee populations and compensation practices and may use different assumptions, methodologies, exclusions, and estimates in calculating their pay ratios. As a result, neither the median employee’s compensation nor the estimated pay ratio reported by other companies may be comparable to the estimated pay ratio reported above.

  66. CEO Pay Ratio Disclosure

    | | | 2024 Proxy Statement | 47 |

  67. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the executive compensation actually paid to our named executive officers and certain aspects of our financial performance. For further information concerning our pay for performance philosophy and how we align executive compensation with our performance, please refer to the “Compensation Discussion and Analysis.”

  68. 2023 Pay Versus Performance Table

    2023 Pay Versus Performance Table

  69. 2023 Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year* | Summary Compensation Table Total for PEO 1(1) | Summary Compensation Table Total for PEO 2(1) | Compensation Actually Paid to PEO 1(2) | Compensation Actually Paid to PEO 2(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (Loss) (K)(7) | Company- Selected Measure- Revenue (K)(8) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $963,200 | $950,000 | $824,130 | $(1,593,011) | $4,407,262 | $4,002,762 | $49.15 | $100.99 | $93,333 | $831,103 | | 2022 | $3,059,800 | $15,123,520 | $425,188 | $23,415,602 | $6,676,879 | $4,505,392 | $51.60 | $83.15 | $(11,970) | $627,623 | | 2021 | $5,158,310 | N/A | $25,803,130 | N/A | $7,106,937 | $5,320,229 | $69.34 | $107.40 | $(33,987) | $473,403 |

  70. 2023 Pay Versus Performance Table

    * The Company became a publicly listed company on June 28, 2021, and therefore the covered fiscal years reflected in this section are 2021, 2022 and 2023. For clarification, John Caplan became our sole Chief Executive Officer on March 1, 2023 after joining the Company as Co-Chief Executive Officer on May 25, 2022, and therefore the principal executive officer (“PEO”) information related to Mr. Caplan is reflected in 2022 and 2023 only. Scott Galit was Co-Chief Executive Officer during January and February 2023 and therefore the PEO information reflects his compensation as well. (1) The dollar amounts reported in column (b) represent the amount of total compensation reported for each of Messrs. Galit (PEO 1) and Caplan (PEO 2) for each covered fiscal year in the “Total” column of the Summary Compensation Table. (2) The dollar amounts reported in column (c) represent the amount of “executive compensation actually paid” to each of Messrs. Galit and Caplan, as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. For clarification, Mr. Caplan joined the Company on May 25, 2022. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Galit and Caplan during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Galit’s and Caplan’s total compensation for 2023 to determine the executive compensation actually paid. The adjustments made for Messrs. Galit’s and Caplan’s total compensation in 2022 and 2021 are available in our definitive proxy statement filed with the SEC on April 18, 2023.

  71. 2023 Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO 1 | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Pension Additions to SCT Total | Compensation Actually Paid to PEO 1 | | 2023 | $963,200 | — | $(139,070) | — | $824,130 |

  72. 2023 Pay Versus Performance Table

    | Year | Reported Summary Compensation Table Total for PEO 2 | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Pension Additions to SCT Total | Compensation Actually Paid to PEO 2 | | 2023 | $950,000 | — | $(2,543,011) | — | $(1,593,011) |

  73. 2023 Pay Versus Performance Table

    (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each covered fiscal year. (b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered

  74. 2023 Pay Versus Performance Table

    | 48 | | | 2024 Proxy Statement |

  75. 2023 Pay Versus Performance Table

    fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years that vest in the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for equity awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate the fair values of the stock options held by Messrs. Galit and Caplan that vested during or were outstanding as of the end of each covered fiscal year, as applicable, differed from those valuation assumptions disclosed at the time of grant in the following respects: the expected term assumptions varied from 3 years to 6 years and the stock price volatility assumptions varied from 47% to 51% depending on the specific stock option the fair value of which was being recalculated. The valuation assumptions used to calculate the fair values of the restricted stock unit (“RSU”) awards and performance-vesting restricted stock unit (“PSU”) awards held by Messrs. Galit and Caplan that were earned and/or vested during or were outstanding as of the end of each covered fiscal year, as applicable, (including the probable outcome of any such awards subject to performance conditions) changed from those disclosed at the time of grant due to the change in the Company’s share price. The amounts deducted or added in calculating the equity award adjustments are as follows:

  76. 2023 Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards for PEO 1 | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year | Fair Value at End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments for PEO 1 | | 2023 | — | $(223,402) | — | $89,132 | (4,800) | — | $(139,070) |

  77. 2023 Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards for PEO 2 | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year | Fair Value at End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments for PEO 2 | | 2023 | — | $(1,749,415) | — | $(793,596) | — | — | $(2,543,011) |

  78. 2023 Pay Versus Performance Table

    (3) The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our named executive officers (our “NEOs”) as a group (excluding Messrs. Galit and Caplan) for each covered fiscal year in the “Total” column of the Summary Compensation Table for each such fiscal year. The names of each NEO (excluding Messrs. Galit and Caplan) included for purposes of calculating the average amounts of total compensation in each covered fiscal year are as follows: (i) for 2023, Michael Levine, our former Chief Financial Officer, Bea Ordonez, our Chief Financial Officer, Arnon Kraft, our Chief Operating Officer, Tsafi Goldman, our Chief Legal & Regulatory Officer, and Keren Levy, our former President; (ii) for 2022, Michael Levine, our former Chief Financial Officer, Arnon Kraft, our Chief Operating Officer, Assaf Ronen, our former Chief Platform Officer, and Tsafi Goldman, our Chief Legal & Regulatory Officer; (iii) for 2021, Arnon Kraft, our Chief Operating Officer, and Robert Clarkson, our former Chief Revenue Officer. The adjustments made to the average of the amounts of total compensation reported for our NEOs as a group (excluding Messrs. Galit and Caplan) in 2022 and 2021 are available in our definitive proxy statement filed with the SEC on April 18, 2023. (4) The dollar amounts reported in column (e) represent the average amount of “executive compensation actually paid” to our NEOs as a group (excluding Messrs. Galit and Caplan), as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to our NEOs as a group (excluding Messrs. Galit and Caplan) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for each fiscal year to determine the executive compensation actually paid, using the same methodology described above in Note 2(b):

  79. 2023 Pay Versus Performance Table

    | | | 2024 Proxy Statement | 49 |

  80. 2023 Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Reported Value of Equity Awards | Equity Award Adjustments(a) | Pension Additions to SCT Total | Average Compensation Actually Paid to Non-PEO Named Executive Officers | | 2023 | $4,407,262 | $3,458,900 | $3,054,400 | — | $4,002,762 |

  81. 2023 Pay Versus Performance Table

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  82. 2023 Pay Versus Performance Table

    | Year | Average Year End Fair Value of Equity Awards | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value | Total Average Equity Award Adjustments | | 2023 | $3,134,059 | $(74,517) | — | $(5,143) | $(4,800) | — | $3,054,400 |

  83. 2023 Pay Versus Performance Table

    (5) Cumulative TSR is calculated by dividing our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period and assumes $100 were invested for the period. The Company became a publicly listed company on June 28, 2021, and therefore the beginning of the measurement period for 2021 reflects such date. (6) Represents the cumulative peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: the S&P 600 Information Technology Index. (7) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for each covered fiscal year. (8) U.S. dollars in thousands. While we use additional performance measures for the purpose of evaluating performance for our executive compensation, we have determined that revenue is the financial performance measure that, in our assessment, represents the most important performance measure used by us to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance. Accordingly, the dollar amounts reported represent the amount of revenue reflected in our audited financial statements for each covered fiscal year.

  84. Analysis of Information Presented in Pay Versus Performance Table

    Analysis of Information Presented in Pay Versus Performance Table While over the years we have used several different performance measures to align executive compensation with our performance, not all of these performance measures are presented in the Pay-Versus-Performance table.

  85. Analysis of Information Presented in Pay Versus Performance Table

    | 50 | | | 2024 Proxy Statement |

  86. Analysis of Information Presented in Pay Versus Performance Table

    Moreover, while we generally seek to prioritize long-term performance as our primary incentive for our NEOs, we do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between the information presented in the Pay-Versus-Performance table:

  87. Compensation Actually Paid and Company TSR

    Compensation Actually Paid and Company TSR

  88. Compensation Actually Paid and Net Income (Loss)

    Compensation Actually Paid and Net Income (Loss)

  89. Compensation Actually Paid and Net Income (Loss)

    | | | 2024 Proxy Statement | 51 |

  90. Compensation Actually Paid and Revenue

    Compensation Actually Paid and Revenue