DEF 14A of Payoneer Global Inc.
Filed Apr 28, 2025 · FY20240001104659-25-040284
PROPOSAL NO. 1: ELECTION OF DIRECTORS
PROPOSAL NO. 1: ELECTION OF DIRECTORS The Board is presently comprised of ten members, who are divided into three classes, designated as Class I, Class II and Class III. Currently, 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, Barak Eilam, Rich Williams and Avi Zeevi; Class II directors consist of John Caplan, Amir Goldman and Susanna Morgan; 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 two Class I directors, Barak Eilam and Rich Wiliams, for three-year terms expiring at the 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Each of Mr. Eilam and Mr. Williams is currently a director of the Company. Mr. Williams used to serve as a member of Class II but following a class rebalancing in 2024, he is now a member of Class I and therefore up for reelection in 2025 instead of 2026. Mr. Eilam was appointed to the Board in February 2025 and is a new director nominee recommended by the Nominating and Corporate Governance Committee as part of the Board’s ongoing succession planning, in consultation with an independent third-party search firm. Scott Galit and Avi Zeevi, current Class I directors, are not being renominated, and will be retiring from the Board effective at the Annual Meeting. Therefore, the size of the Board will be reduced to eight members effective at the Annual Meeting. Currently, 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 two 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.
PROPOSAL NO. 1: ELECTION OF DIRECTORS
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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.
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 | | | | | | | | | | Barak Eilam* | 50 | 2025 | 2025 | x | | | | | | Rich Williams** | 50 | 2021 | 2025 | x | x | | | x | | Continuing Directors | | | | | | | | | | John Caplan | 55 | 2022 | 2026 | | | | | | | Sharda Caro del Castillo | 54 | 2023 | 2027 | x | | x | | x | | Amir Goldman | 53 | 2014 | 2026 | x | | x | x | | | Christopher (Woody) Marshall | 57 | 2017 | 2027 | x | | x | x | | | Susanna Morgan | 55 | 2023 | 2026 | x | x | | | x | | Pamela H. Patsley | 68 | 2021 | 2027 | x | x | | x | |
Nominees for Director and Continuing Directors
* Mr. Eilam is not currently a member of any Board committee. If Mr. Eilam is elected by our stockholders at the Annual Meeting, he will be appointed to the Audit Committee. ** If Mr. Williams is elected by our stockholders at the Annual Meeting, he will be appointed as chair of the Board.
Nominees for Director and Continuing Directors
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Director Skills and Experience
Director Skills and Experience Set forth below is a table summarizing the skills and experience of our director nominees and continuing directors.
Director Skills and Experience
| Name | Executive Leadership Experience | International Operations Experience | Payments / Fintech Experience | Software / SaaS Experience | Marketing and Consumer Engagement Experience | Regulation and Compliance Experience | Mergers and Acquisitions Experience | Public Company Board Experience | | Nominees | | | | | | | | | | Barak Eilam | x | x | x | x | x | x | x | x | | Rich Williams | x | x | x | x | x | x | x | x | | Continuing Directors | | | | | | | | | | John Caplan | x | x | x | x | x | x | x | | | Sharda Caro del Castillo | x | x | x | | | x | | | | Amir Goldman | x | x | x | x | | | x | | | Christopher (Woody) Marshall | x | x | x | x | | | x | x | | Susanna Morgan | x | x | x | x | x | x | x | | | Pamela H. Patsley | x | x | x | x | x | x | x | x |
Director Skills and Experience
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:
Director Nominees
Director Nominees
Director Nominees
| Barak Eilam Age: 50 Director Since: 2025 | Mr. Eilam has served as a director of Payoneer since February 2025. He previously served as the CEO of NICE (NASDAQ: NICE), a leading global enterprise software company specializing in analytics and AI solutions, from 2014 until December 2024. Mr. Eilam began his career at NICE in 1999 as an engineer and has since held various senior executive positions in engineering, product management, and sales leadership, including President of NICE Americas. During his tenure, NICE saw a significant expansion in its total addressable market and strong revenue growth. Mr. Eilam currently serves on the boards of FactSet (NASDAQ, NYSE: FDS) since December 2024, an S&P 500 company specializing in data and analytics for financial services companies; SimilarWeb (NYSE: SMWB) since September 2024, a leading digital data and analytics firm; HMH, a prominent privately held K-12 education company and Cvent, a privately held global leader in event management and data. Mr. Eilam holds a B.Sc. in Electrical Engineering from Tel Aviv University. We believe Mr. Eilam’s nearly three decades of experience building and scaling technology businesses make him well qualified to serve as a director. |
Director Nominees
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Director Nominees
| Rich Williams Age: 50 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 and real estate industry. Mr. Williams serves as a board member of Movo Inc. (f/k/a Shift One, Inc.), a privately held AI workforce management technology company. From 2020 to 2021, Mr. Williams served as CEO and board member of Alkuri Global Acquisition Corp. (Alkuri; NASDAQ: KURI), a technology-focused special purpose acquisition corporation. 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. |
Director Nominees
Currently, 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 two 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.
Director Nominees
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Continuing Directors
Continuing Directors
Continuing Directors
| John Caplan Age: 55 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. | | Sharda Caro del Castillo Age: 54 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. | | Amir Goldman Age: 53 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 LLC, 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. | | Christopher (Woody) Marshall Age: 57 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. |
Continuing Directors
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Continuing Directors
| Susanna Morgan Age: 55 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 in 2024 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), an enterprise SaaS company that helps companies manage their IT investments. 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. | | Pamela H. Patsley Age: 68 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. |
Continuing Directors
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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.
OTHER INFORMATION RELATED TO PAYONEER, THE DIRECTORS AND EXECUTIVE OFFICERS
OTHER INFORMATION RELATED TO PAYONEER, THE DIRECTORS AND EXECUTIVE OFFICERS
Compensation Philosophy, Objectives and Elements of Executive Compensation
| Element | Objectives | Key Features | | Base Salary | • Provides 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. |
Compensation Philosophy, Objectives and Elements of Executive Compensation
| Element | Objectives | Key Features | | Annual Bonus | • Incentivizes and rewards achievement of our key business objectives. • Aligns management and stockholder interests by linking pay to performance through key financial metrics of the Company. | • A target annual bonus is set for each NEO when such NEO 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 funding of the bonus pool contingent 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 a sign-on equity grant. • Annual equity awards 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. |
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 or the value of the compensation is linked to Company stock price. ☑ 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 consultant to assist with compensation benchmarking and other guidance. ☑ 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. Our stock ownership guidelines 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. Our compensation recoupment policy is 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 prohibit directors and employees, including our NEOs, from hedging or pledging Payoneer securities unless approved by the Chief Legal Officer in limited circumstances. |
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 long-term incentive 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, however, it is the Compensation Committee’s practice to grant ordinary course annual equity awards on the day of the Compensation Committee’s regularly scheduled meeting held in February of each year.
Compensation Consultant’s Role in Determining Compensation
Compensation Consultant’s Role in Determining Compensation During 2024, the Compensation Committee continued to engage Compensia, its independent compensation consultant, 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) and short- and long-term incentive plan structures at Payoneer as compared to compensation levels at a set of peer companies that are further described below. Based in part on that analysis, the Compensation Committee discussed and determined the cash and equity compensation for Payoneer’s executive officers, including the NEOs.
Fiscal 2024 Peer Group Companies
Fiscal 2024 Peer Group Companies Compensia proposed a group of peer companies for purposes of comparing our executive compensation program against the competitive market in 2024. 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) headquartered in the U.S. and publicly traded on a major U.S. exchange; (ii) Fintech and transaction/payment processing and broader SaaS/Software; (iii) largely similar scale of revenue with positive revenue growth; and (iv) largely similar scale of market capitalization; with additional refinement criteria including but not limited to: growth, similar-stage public listing timing, identified labor competitor and consideration of ISS and Glass Lewis peer sets for Payoneer. In 2024 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. AppFolio, EVO Payments, Open Lending and Paya Holdings were removed from our peer group from 2023 to 2024 due to acquisition, or due to being size/ value outliers. Remitly was added to our peer group for 2024 based on the criteria described above.
Fiscal 2024 Peer Group Companies
| AvidXchange (NASDAQ: AVDX) | Flywire (NASDAQ: FLYW) | Nuvei (NASDAQ: NVEI) | Repay Holdings (NASDAQ: RPAY) | | BlackLine (NASDAQ: BL) | LendingClub (NYSE: LC) | Paymentus Holdings (NYSE: PAY) | Shift4 Payments (NYSE: FOUR) | | Enova International (NYSE: ENVA) | Marqeta (NASDAQ: MQ) | Phreesia (NYSE: PHR) | SPS Commerce (NASDAQ: SPSC) | | EverCommerce (NASDAQ: EVCM) | Model N (NYSE: MODN) | Q2 Holdings (NYSE: QTWO) | Upstart Holdings (NASDAQ: UPST) | | EVERTEC (NYSE: EVTC) | nCino (NASDAQ: NCNO) | Remitly Global (NASDAQ: RELY) | Zuora (NYSE: ZUO) |
Fiscal 2024 Peer Group Companies
In setting each NEO’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.
Fiscal 2024 Peer Group Companies
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Analysis of Fiscal 2024 Compensation
(1) Mr. Kraft’s base salary was paid in NIS (the conversion rate used to convert to a U.S. dollar amount is 3.69 NIS/$ for 2024 and 3.7 NIS/$ for 2023, which was based on an average of the applicable monthly end-of-month exchange rates). Mr. Kraft’s base salary did not change between 2023 and 2024, but due to the exchange rate differences between such years, the dollar value appears to have been increased. Cash Incentive Compensation - Our annual cash bonus awards provide incentive compensation that is specifically designed to motivate our NEOs to achieve pre-established, company-wide priorities approved by the Compensation Committee and to reward 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 by our NEOs for 2024 were as set forth under “2024 Annual Bonus Decisions”.
Analysis of Fiscal 2024 Compensation
2024 Annual Bonus Goal Setting The performance goals and objectives under our annual bonus program were approved by our Compensation Committee during the first quarter of 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 2024, the Compensation Committee determined that the performance goals that would drive funding of our annual bonus pool, including amounts to be earned by our NEOs, would be 50% based on revenue, 40% based on Adjusted EBITDA, 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 $884 million for revenue (with a minimum requirement of $707 million and a maximum of $937 million), and $186 million for Adjusted EBITDA (with a minimum requirement of $149 million and a maximum of $214 million). The discretionary portion had a maximum total company funding level of $3.9 million, with no guaranteed minimum and was included in order for the Compensation Committee to specifically address other considerations that may impact company performance, including performance on a wider range of company operational and financial metrics, volatility in external market conditions, global disputes and other uncertainties relating to both micro and macro-economic factors that are not included in other goals. The Compensation Committee has discretion to adjust each NEO’s actual bonus based on review of individual performance. 2024 Annual Bonus Decisions In February 2025, 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, other members of management and employees. The Compensation Committee reviewed our actual performance for fiscal 2024. The Company achieved 111% of our revenue target for the year, and 145% of the target for Adjusted EBITDA for the year, resulting in funding at the cap of 130% related to these metrics. The Compensation Committee determined to fund the discretionary component at 0%, resulting in an overall funding of the annual bonus pool of approximately 117%. 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 2024 annual bonus, some of the NEOs who are eligible for annual bonuses for 2024 would receive a bonus amount which is higher than their individual target bonus amount. Mr. Caplan and Mses. Ordonez and Goldman’s 2024 annual bonuses exceeded their individual targets (approximately 117%, 129% and 125%, respectively), as the Compensation Committee determined that it was in the best interests of the Company to reward them for outstanding performance and overall company results, and Ms. Ordonez and Ms. Goldman each successfully led critical business initiatives during 2024. Mr. Caplan’s bonus is
Analysis of Fiscal 2024 Compensation
aligned with the overall company bonus pool funding. The target bonus opportunities approved for and the actual amounts paid to our NEOs for the 2024 annual bonus were as follows.
Analysis of Fiscal 2024 Compensation
| Named Executive Officer | 2024 Target Bonus Opportunity (% of Base Salary) | 2024 Target Bonus Opportunity ($ Value) | 2024 Bonus % Funded (% of Target Bonus)(2) | 2024 Bonus % Funded ($ Value) | 2024 Actual Bonus Earned(2) | 2024 Actual Bonus earned as an approximate % of Target(2) | Committee Discretion Rationale(2) | | John Caplan | 100% | $515,000 | 117% | $602,550 | $600,000 | 117% | No material adjustment compared to the aggregated bonus percent funded | | Bea Ordonez | 100% | $475,000 | 117% | $555,750 | $615,000 | 129% | Upward adjustment in recognition of strong individual performance and leadership of critical business initiatives | | Arnon Kraft(1) | 75% | $211,196 | 117% | $247,099 | $158,397 | 75% | Paid at target per the Kraft Separation Agreement (as defined below) | | Tsafi Goldman | 75% | $318,750 | 117% | $372,938 | $400,000 | 125% | Upward adjustment in recognition of strong individual performance and leadership of critical business initiatives |
Analysis of Fiscal 2024 Compensation
(1) Mr. Kraft’s bonus was paid in NIS (the conversion rate used to convert to a U.S. dollar amount is 3.69 NIS/$ (which was based on an average of the applicable monthly end-of-month exchange rates)). Per the Kraft Separation Agreement, Mr. Kraft received 75% of his 2024 target annual bonus. (2) Aggregate company funding based on Revenue and Adjusted EBITDA performance of 117%; the Committee has discretion per the program to adjust funded bonus payouts based on the Committee’s review of individual executive performance. 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 the time of hire and after taking into consideration the individual executive officer’s responsibilities and performance,
Analysis of Fiscal 2024 Compensation
existing equity retention profiles, and our total annual projected equity budget. For annual equity awards to NEOs other than the CEO, the Compensation Committee also takes into account the recommendations of the CEO 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 2024, 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 vest as follows: 25% vest on the first anniversary of the date of grant, and the remaining 75% vest in 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. In addition, the Board determined to grant our CEO options that may vest and be exercised into shares of our common stock. Since the exercise price of options is fixed, they serve as an incentive that aligns the interests of our CEO with the long-term interests of our stockholders as our CEO will only realize value from the stock options over time with growth in the value of the Company’s stock price following the date of grant. The options granted to the CEO as part of the annual equity grants vest as follows: 25% vest on the first anniversary of the date of grant, and the remaining 75% vest in 12 equal quarterly installments over the following three-year period, in each case subject to the CEO’s continued employment through each vesting date. Because of this multi-year vesting requirement, RSUs and options 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 or options, as applicable. Additionally, because of their “full value” nature, 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. Likewise, options serve to incentivize executive performance by providing the opportunity for significant upside for superior performance as well as significant downside in the event of underperformance of our stock price. Equity Awards Granted in 2024 As described above, for our NEOs, the Compensation Committee determined in February 2024 that the annual equity awards for 2024 to be granted to NEOs should be in the form of time-vesting RSUs that are settled in shares of our common stock. Additionally, the Compensation Committee determined that the CEO should be granted a portion of his 2024 annual equity award in the form of stock options. The number of RSUs and options 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 annual equity allocations in the form of RSUs, and additionally for the CEO in the form of options, 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.
Analysis of Fiscal 2024 Compensation
The following table sets forth the equity awards granted to our NEOs in 2024 and the aggregate grant date fair value of the equity awards:
Analysis of Fiscal 2024 Compensation
| Named Executive Officer | Time-Based RSUs | Stock Options | Aggregate Grant Date Fair Value ($)(1) | | John Caplan | 1,000,000 | 1,070,000 | 8,673,500 | | Bea Ordonez | 700,000 | 0 | 3,549,000 | | Arnon Kraft | 75,000 | 0 | 380,250 | | Tsafi Goldman | 300,000 | 0 | 1,521,000 |
Analysis of Fiscal 2024 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 forth in the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K. This amount does not reflect the actual economic value that may be realized by the executive officer. 2025 PSU Program In 2025, based in part on stockholder feedback related to our equity compensation program, and consistent with our commitment to aligning pay and performance, we have introduced a performance-based equity compensation program as a portion of our long-term equity incentive compensation for our senior executives, including our NEOs (the “PSU Program”). The PSU Program is designed to further align our NEO’s interests with our stockholders in driving long-term company performance and growth in value. These awards will be earned contingent upon our achievement of specified performance goals tied to our Revenue and Adjusted EBITDA. Pursuant to the PSU Program, for the 2025 fiscal year, a portion of the equity awards granted to our NEOs will be in the form of PSUs that will be eligible to vest based on the Company’s achievement of pre-determined metrics relating to Revenue and Adjusted EBITDA of the Company, measured over a one-year performance period (the “Performance Metrics”). Following the Company’s certification of such Performance Metrics after the end of the performance period, the PSUs will convert to a number of RSUs that is equal to the number of PSUs issuable based on the Company’s performance against the Performance Metrics, which will be between 0% and 200% of the target PSUs awarded. Such RSUs will vest as to 25% on the later of the date on which the Company determines the level of attainment against the Performance Metrics and the first anniversary of the date of grant, with the remaining RSUs vesting in 12 equal quarterly installments at the end of each consecutive three-month period thereafter, subject to the holder’s continued employment with the Company through each applicable vesting date.
Summary Compensation Table
Summary Compensation Table The following table shows, for the fiscal years ended 2024, 2023 and 2022, compensation awarded to or paid to, or earned by, our NEOs.
Summary Compensation Table
| Name and Principal Position(1) | Year | Salary | Bonus | Stock Awards | Option Awards | All Other Compensation | Total | | | | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | John Caplan Current Chief Executive Officer and Director and former Co-Chief Executive Officer | 2024 | 515,000 | 600,000 | 5,410,000 | 3,263,500 | 39,330 | 9,827,830 | | | 2023 | 475,000 | 475,000 | — | — | 900 | 950,900 | | | 2022 | 286,217 | 302,000 | 13,409,396 | 1,125,907 | 900 | 15,124,420 | | Bea Ordonez Chief Financial Officer | 2024 | 475,000 | 615,000 | 3,549,000 | | 14,664 | 4,653,664 | | | 2023 | 415,674 | 1,800,000 | 11,704,500 | — | 14,100 | 13,934,274 | | Arnon Kraft Former Chief Operating Officer | 2024 | 281,594 | 158,397 | 380,250 | | 40,636 | 860,877 | | | 2023 | 280,807 | 210,962 | 1,677,000 | — | 37,506 | 2,206,275 | | | 2022 | 299,109 | 335,878 | 1,215,500 | — | 35,978 | 1,886,465 | | Tsafi Goldman Chief Legal & Governance Officer | 2024 | 425,000 | 400,000 | 1,521,000 | | 14,664 | 2,360,664 | | | 2023 | 400,000 | 400,000 | 2,795,000 | — | 14,100 | 3,609,100 | | | 2022 | 360,000 | 400,000 | 884,000 | — | 13,100 | 1,657,100 |
Summary Compensation Table
(1) Amount reflects the base salary in effect and actually paid to each NEO during 2022, 2023 and 2024. Mr. Caplan’s base salary in 2022 reflects the prorated amount he was paid based on his May 25, 2022 hire date. Ms. Ordonez’s base salary in 2023 reflects the prorated amount she was paid based on her January 16, 2023 hire date. Mr. Kraft’s base salary was paid in NIS (the conversion rate used to convert to a U.S. dollar amount is 3.69 NIS/$ for 2024, which was based on an average of the applicable monthly end-of-month exchange rates) and in 2024 reflects a portion that was paid during a notice period in connection with the departure of Mr. Kraft from the Company. (2) Amount reflects bonus received in February 2025 in respect of performance in 2024. Mr. Kraft’s bonus was paid in NIS (the conversion rate used to convert to a U.S. dollar amount is 3.69 NIS/$ for 2024). For more information, see “Cash Incentive Compensation” above. The amount attributed to Ms. Ordonez’s 2023 bonus reflects a sign-on bonus in addition to her annual bonus. (3) Amount reflects the full grant-date fair value of 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 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 23 to our consolidated financial statements in our Annual Report on Form 10-K. (5) For U.S. based executives, amount reflects the company contribution to 401(k) (other than for Mr. Caplan) and the cost of life insurance premiums. For Israel based executives, amount reflects the company contribution to the applicable pension fund and severance accruals under the Israeli severance fund. For Mr. Caplan, amounts in respect of fiscal year 2024 also reflect costs relating to his personal security in the amount of $31,255 and the cost of personal transportation to the Company’s offices. For more information, see “Employee Benefits and Perquisites” above. For years prior to 2024, amounts were adjusted to include the estimated cost of life insurance premiums (for U.S. based executives) and the estimated severance accruals under the Israeli severance fund (for Israel based executives).
Summary Compensation Table
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Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(3) | | (a) | (b) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | John Caplan | 2/19/2024 | — | — | — | 1,000,000 | 1,070,000(2) | 5.41 | $8,673,500 | | Bea Ordonez | 2/13/2024 | — | — | — | 700,000 | — | — | $3,549,000 | | Arnon Kraft | 2/13/2024 | — | — | — | 75,000 | — | — | $380,250 | | Tsafi Goldman | 2/13/2024 | — | — | — | 300,000 | — | — | $1,521,000 |
Grants of Plan-Based Awards
(1) Represents RSUs which were granted on the dates shown in the table above, and vest as follows: 25% of the RSUs vest on the first anniversary of the grant date and the remaining 75% vest in ratable quarterly installments over the following three-year period such that the award is fully vested four years after the grant date, in each case subject to the executive’s continued service with Payoneer through the applicable vesting dates. (2) Represents options which were granted to Mr. Caplan on February 19, 2024 and vest as follows: 25% of the options vest on the first anniversary of the grant date and the remaining 75% vest in ratable quarterly installments over the following three-year period such that the award is fully vested four years after the grant date, in each case subject to Mr. Caplan’s continued service with Payoneer through the applicable vesting dates. (3) Amount reflects the full grant-date fair value of options and RSUs granted during 2024 computed in accordance with ASC Topic 718.
Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards(1) | | | | Restricted Stock Unit Awards | | | | | Name | Vesting Commencement Date | Numbers of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Unexercisable Options | Option Exercise Price | Option Expiration Date | Numbers of Securities Underlying Unvested Restricted Stock Units(2) | Market or Payout Value of Outstanding Restricted Stock Units(3) | Equity Incentive Plan Awards: Number of Unearned Securities that Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Securities That Have Not Vested(7) | | | | | (#) | ($) | | (#) | ($) | (#) | ($) | | John Caplan | 7/1/2022 | 312,500 | 187,500 | $3.98 | 7/1/2032 | | | | | | | 7/1/2022 | | | | | | | 2,000,000(5) | $17,810,000 | | | 7/1/2022 | | | | | 750,000 | $7,530,000 | | | | | 2/19/2024 | | 1,070,000 | $5.41 | 2/19/2034 | | | | | | | 2/19/2024 | | | | | 1,000,000 | $10,040,000 | | | | Bea Ordonez | 2/14/2023 | | | | | | | 400,000(6) | $2,808,000 | | | 2/14/2023 | | | | | 984,375 | $9,883,125 | | | | | 2/13/2024 | | | | | 700,000 | $7,028,000 | | | | Arnon Kraft | 9/9/2021 | | | | | | | 10,000(4) | $38,200 | | | 9/9/2021 | | | | | 19,862 | $199,414 | | | | | 2/22/2022 | | | | | 85,937 | $862,807 | | | | | 2/14/2023 | | | | | 168,750 | $1,694,250 | | | | | 2/13/2024 | | | | | 75,000 | $753,000 | | | | Tsafi Goldman | 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 | 2/13/2029 | | | | | | | 3/19/2020 | 75,200 | | $2.74 | 3/19/2030 | | | | | | | 3/19/2020 | 42,300 | | $0.01 | 3/19/2030 | | | | | | | 2/5/2021 | 70,500 | 4,700 | $7.87 | 2/3/2031 | | | | | | | 9/9/2021 | | | | | | | 15,000(4) | $57,300 | | | 2/5/2021 | | | | | 7,050 | $70,782 | | | | | 2/22/2022 | | | | | 62,500 | $627,500 | | | | | 2/14/2023 | | | | | 281,250 | $2,823,750 | | | | | 2/13/2024 | | | | | 300,000 | $3,012,000 | | |
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.
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
(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 31, 2024, which was $10.04. (4) Represents RSUs granted on September 9, 2021, which 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 granted on July 1, 2022, which vest upon the achievement of both a time-based vesting condition and a stock price based performance condition as follows: one-fourth satisfied 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 RSUs 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 Mr. Caplan’s start date, subject to Mr. Caplan remaining in continuous service through the achievement of each of the applicable target stock prices. In 2024, 500,000 RSUs vested as both the applicable time-based vesting and stock price-based performance conditions were met. (6) Represents RSUs granted on February 14, 2023, which vest upon the achievement of both a time-based vesting condition and a stock price based performance condition as follows: one-fourth satisfied 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. In 2024, 200,000 RSUs vested as both the applicable time-based vesting and stock price-based performance conditions were met. (7) Amounts set forth in this column are based on the estimated fair value of the PSUs calculated based on per share closing price of Payoneer common stock on December 31, 2024, which was $10.04, and other inputs using the Monte Carlo valuation model.
Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | John Caplan | — | — | 1,000,000 | 9,016,250 | | Bea Ordonez | — | — | 965,625 | 6,267,469 | | Arnon Kraft | — | — | 279,445 | 1,894,140 | | Tsafi Goldman | 227,255 | 2,125,321 | 296,950 | 1,937,703 |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control We provide the following severance benefits to our NEOs in the event of a qualifying termination under the terms of their employment agreements:
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION During 2024, some of the non-employee directors received annual cash compensation for services provided as directors, and some waived their fees.
Director Compensation in 2024
Director Compensation in 2024 The following table presents the total compensation each of our non-employee directors earned during the year ended December 31, 2024.
Director Compensation in 2024
| Director | Fees Earned or Paid in Cash | Stock Awards | All Other Compensation | Total | | | ($) | ($)(2) | ($) | ($) | | Avi Zeevi | 71,277(1) | 149,998 | — | 221,275 | | Amir Goldman | 50,000(3) | 149,998 | — | 199,998 | | Christopher (Woody) Marshall | — | — | — | — | | Rich Williams | 50,000 | 149,998 | — | 199,998 | | Pamela H. Patsley | 45,000 | 149,998 | — | 194,998 | | Sharda Caro del Castillo | 42,500 | 149,998 | — | 192,498 | | Susanna Morgan | 55,000(3) | 149,998 | — | 204,998 | | Scott Galit | — | — | 284,160(4) | 284,160 |
Director Compensation in 2024
(1) Amounts reflect proration of cash retainer fees due to Mr. Zeevi based on the timing of change in committee service. (2) Our directors held the following RSUs as of December 31, 2024: Mr. Zeevi — 34,695; Mr. Goldman — 26,113; Mr. Marshall — 0, Mr. Williams — 48,889, Ms. Patsley — 48,889, Ms. Caro del Castillo — 62,855; Ms. Morgan — 72,985; Mr. Galit — 168,719 (all of which were previously awarded in connection with Mr. Galit’s prior service to the Company as an employee). Each of these RSUs, other than the RSUs awarded to Mr. Galit in connection with his service to the Company as an employee, vest in equal annual installments over a three-year period or such other shorter approved period from the date of grant. (3) Cash retainers due to Mr. Goldman and Ms. Morgan in respect of service during 2024 were paid to third party entities. (4) Reflects $27,200 received in retainer fees in connection with Mr. Galit’s service on the board of a subsidiary of the Company during the year, $237,500 received in connection with his provision of services to the Company as an employee, $9,894 in respect of company contribution to 401(k), $432 for life insurance premiums and $9,134 in accrued vacation days that were cashed out in connection with Mr. Galit terminating employment. Mr. Galit received compensation pursuant to the Transition Agreement signed between him and a subsidiary of the Company, as amended from time to time, and not under the Company’s Non-Employee Director Compensation Plan. Payoneer’s Non-Employee Director Compensation Plan provided non-employee directors with the following annual cash retainers in 2024 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 effective in 2024 provided that our non-employee directors would 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. Such 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.
Director Compensation in 2024
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Director Compensation in 2024
The Non-Employee Director Compensation Plan was updated in 2025 as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on February 24, 2025. The updated plan increased the annual cash retainer for service as a member of the Board of Directors to $40,000 and the additional annual cash retainer for serving as the Chair of the Board of Directors to $50,000. In addition, the 2025 plan provides for an annual equity award of RSUs reflecting a value of $200,000, based on the stock closing price on the date of the Annual Meeting of Stockholders. The annual award vests on the earlier of 12 months from effective date of the grant or the following Annual Meeting of Stockholders, subject to continued service through such date. Directors who were appointed between two meetings receive a prorated award based on the appointment date that vests at the following meeting.
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 CEO) and the annual total compensation of Mr. John Caplan. For 2024, our last completed fiscal year, the median of the annual total compensation of all our employees (determined as described below and excluding our CEO) was $98,666; and the annual total compensation of our CEO for purposes of the pay ratio calculation was, as reported in the 2024 Summary Compensation Table included elsewhere in this Proxy Statement, $9,827,830. Based on the foregoing, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all our employees is approximately 100 to 1. Payoneer is a global company, with workforce located in 36 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, 2024, which is the last day of our most recently completed fiscal year, as the determination date. As of December 31, 2024, our total employee population consisted of approximately 2,289 individuals working at our U.S. entity and other consolidated subsidiaries, with approximately 8.7% of employees based in the U.S. and 91.3% 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 2024 as well as the annual bonus paid in February 2025 for the 2024 year-end cycle, and the aggregate grant date fair value of equity awards granted to employees in 2024, 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 2024 but were not employed for the entire 2024 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, 2024. 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 2024 in accordance with the requirements of Item 402(c)(x) of Regulation S-K. For the annual total compensation of our CEO, we used the amount reported in the “Total” column of our “2024 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.
CEO PAY RATIO DISCLOSURE
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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 NEOs 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.”
Pay Versus Performance Table
Pay Versus Performance Table
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) | | 2024 | N/A | $9,827,830 | N/A | $38,451,586 | $2,625,068 | $8,553,964 | $94.72 | $100.17 | $121,163 | $977,716 | | 2023 | $964,100 | $950,900 | $825,030 | $(1,592,111) | $4,417,262 | $4,012,762 | $49.15 | $100.99 | $93,333 | $831,103 | | 2022 | $3,060,700 | $15,124,420 | $426,088 | $23,416,502 | $6,686,879 | $4,515,392 | $51.60 | $83.15 | $(11,970) | $627,623 | | 2021 | $5,159,210 | N/A | $25,804,030 | N/A | $7,116,937 | $5,330,229 | $69.34 | $107.40 | $(33,987) | $473,403 |
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, 2023 and 2024. For clarification, John Caplan became our sole CEO on March 1, 2023 after joining the Company as Co-CEO on May 25, 2022, and therefore the principal executive officer (“PEO”) information related to Mr. Caplan is reflected in 2022, 2023 and 2024 only. Scott Galit was Co-CEO during January and February 2023 and therefore the PEO information for such period reflects his compensation as well. Amounts in this table were adjusted to reflect the estimated cost of life insurance premiums for U.S. based executives and severance accruals under the Israeli severance fund for Israel based executives, for years other than 2024, in the applicable year. (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 applicable covered fiscal year in the “Total” column of the Summary Compensation Table. During 2024, Mr. Galit (PEO 1) was no longer deemed as a PEO and therefore the tables in the Pay versus Performance disclosure covering the year 2024 exclude any amounts paid to Mr. Galit. (2) The dollar amounts reported in column (c) represent the amount of “executive compensation actually paid” to each of Messrs. Galit and Caplan in the applicable years, 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. Further, during 2024, Mr. Galit (PEO 1) was no longer deemed as a PEO and therefore the tables in the Pay versus Performance Disclosure covering the year 2024 exclude any amounts paid to Mr. Galit. 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 Mr. Caplan’s total compensation for 2024 to determine the executive compensation actually paid.
Pay Versus Performance Table
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards(a) | Equity Award Adjustments(b) | Pension Additions to SCT Total | Compensation Actually Paid to PEO | | 2024 | $9,827,830 | $8,673,500 | $37,297,256 | — | $38,451,586 |
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 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
Pay Versus Performance Table
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Pay Versus Performance Table
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 performance-based equity awards that vested during or were outstanding as of the end of each covered fiscal year, as applicable, were based on a Monte Carlo simulation model. The valuation assumptions used to calculate the fair values of the RSU awards and PSU awards held by Mr. 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:
Pay Versus Performance Table
| Year | Year End Fair Value of Equity Awards for PEO | 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 | | 2024 | $17,266,477 | $15,518,785 | — | $4,511,994 | — | — | $37,297,256 |
Pay Versus Performance Table
(3) The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our NEOs as a group (excluding Messrs. Galit and Caplan, as applicable) 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, as applicable) included for purposes of calculating the average amounts of total compensation in each covered fiscal year are as follows: (i) for 2024, Bea Ordonez, our Chief Financial Officer, Tsafi Goldman, our Chief Legal & Regulatory Officer, and Arnon Kraft, our former Chief Operating Officer; (ii) for 2023, Michael Levine, our former Chief Financial Officer, Bea Ordonez, our Chief Financial Officer, Arnon Kraft, our former Chief Operating Officer, Tsafi Goldman, our Chief Legal & Regulatory Officer, and Keren Levy, our former President; (iii) for 2022, Michael Levine, our former Chief Financial Officer, Arnon Kraft, our former Chief Operating Officer, Assaf Ronen, our former Chief Platform Officer, and Tsafi Goldman, our Chief Legal & Regulatory Officer; (iv) for 2021, Arnon Kraft, our former Chief Operating Officer, and Robert Clarkson, our former Chief Revenue Officer. (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 applicable), 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, as applicable) 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).
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 | | 2024 | $2,625,068 | $1,816,750 | $7,745,645 | — | $8,553,964 |
Pay Versus Performance Table
(a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:
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 | | 2024 | $3,597,667 | $3,320,349 | — | $827,630 | — | — | $7,745,645 |
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 reflects such date.
Pay Versus Performance Table
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Pay Versus Performance Table
(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.
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. 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:
Analysis of Information Presented in Pay Versus Performance Table
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Compensation Actually Paid and Company TSR
Compensation Actually Paid and Company TSR
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss)
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Compensation Actually Paid and Revenue
Compensation Actually Paid and Revenue